Common use of Right to Contest Clause in Contracts

Right to Contest. Within thirty (30) days after each tax and assessment payment is required by this Section 6.01 to be paid, Lessee shall provide Lessor with evidence 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, PA, SC, TN and TX File No. 7210/02-475 reasonably satisfactory to Lessor that taxes and assessments have been timely paid by Lessee. In the event Lessor receives a tax xxxx, Lessor shall use commercially reasonable efforts to forward said xxxx to Lessee within fifteen (15) days of Lessor’s receipt thereof. Lessee may, at its own expense, contest or cause to be contested (in the case of any item involving more than $10,000, after prior written notice to Lessor, which shall be given within fifteen (15) days of Lessee’s determination to contest any matter as permitted herein), by appropriate legal proceedings conducted in good faith and with due diligence, any above‑described item or lien with respect thereto, including, without limitation, the amount or validity or application, in whole or in part, of such item, provided that (i) neither the Properties nor any interest therein would be in any danger of being sold, forfeited or lost by reason of such proceedings; (ii) no Event of Default has occurred and is continuing; (iii) if and to the extent required by the applicable taxing authority and/or Lessor, Lessee posts a bond or takes other steps acceptable to such taxing authority and/or Lessor that removes such lien or stays enforcement thereof; (iv) Lessee shall promptly provide Lessor with copies of all notices received or delivered by Lessee and filings made by Lessee in connection with such proceeding; and (v) upon termination of such proceedings, it shall be the obligation of Lessee to pay the amount of any such tax and assessment or part thereof as finally determined in such proceedings, the payment of which may have been deferred during the prosecution of such proceedings, together with any costs, fees (including attorneys’ fees and disbursements), interest, penalties or other liabilities in connection therewith. Lessor shall at the request of Lessee, execute or join in the execution of any instruments or documents necessary in connection with such contest or proceedings, but Lessor shall incur no cost or obligation thereby.

Right to Contest. Within thirty (30) days after each tax and assessment payment is required by this Section 6.01 to be paid, Lessee shall provide Lessor with evidence 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, PA, SC, TN and TX File No. 7210/02-475 reasonably satisfactory to Lessor that taxes and assessments have been timely paid by Lessee. In the event Lessor receives a tax xxxx, Lessor shall use commercially reasonable efforts to forward said xxxx to Lessee within fifteen (15) days of Lessor’s receipt thereof. Lessee may, at its own expense, contest or cause to be contested (in the case of any item involving more than $10,00050,000, after prior written notice to Lessor, which shall be given within fifteen (15) days of Lessee’s determination to contest any matter as permitted herein), by appropriate legal proceedings conducted in good faith and with due diligence, any above‑described above-described item or lien with respect thereto, including, without limitation, the amount or validity or application, in whole or in part, of any such item, provided that (i) neither the Properties nor any interest therein would be in any danger of being sold, forfeited or lost by reason of such proceedings; (ii) no Event of Default has occurred and is continuing; (iii) if and to the extent required by the applicable taxing authority and/or Lessorauthority, Lessee posts a bond or takes other steps acceptable to such taxing authority and/or Lessor that removes such lien or stays enforcement thereof; (iv) Lessee shall promptly provide Lessor with copies of all notices received or delivered by Lessee and filings made by Lessee in connection with such proceeding; and (v) upon termination of such proceedings, it shall be the obligation of Lessee to pay the amount of any such tax and assessment or part thereof as finally determined in such proceedings, the payment of which may have been deferred during the prosecution of such proceedings, together with any costs, fees (including attorneys’ fees and disbursements), interest, penalties or other liabilities in connection therewith. Lessor shall at the request of Lessee, execute or join in the execution of any instruments or documents necessary in connection with such contest or proceedings, but Lessor shall incur no cost or obligation thereby.

Right to Contest. Within thirty (30) days after each tax and assessment payment is required by this Section 6.01 to be paid, Lessee Tenant shall provide Lessor Landlord with evidence 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, PA, SC, TN and TX File No. 7210/02-475 reasonably satisfactory to Lessor Landlord that taxes and assessments have been timely paid by LesseeTenant. Tenant shall make arrangements with the county assessor or other tax collector with respect to each Property to have bills for Real Estate Taxes sent directly to Tenant. In the event Lessor Landlord receives a tax Real Estate Tax xxxx, Lessor Landlord shall use commercially reasonable efforts endeavor to forward said xxxx to Lessee Tenant within fifteen five (155) days Business Days of LessorLandlord’s receipt thereofthereof but failure of Landlord to deliver any such xxxx shall in no way reduce or diminish Tenant’s obligations to pay such Real Estate Taxes or other taxes, charges and assessments contemplated by this Lease or render Landlord liable to Tenant in any regard. Lessee Tenant may, at its own expense, contest or cause to be contested (in the case of any item involving more than $10,000, after prior written notice to Lessor, which shall be given within fifteen (15) days of Lessee’s determination to contest any matter as permitted herein)contested, by appropriate legal proceedings conducted in good faith and with due diligence, any above‑described above-described item or lien with respect thereto, including, without limitation, the amount or validity or application, in whole or in part, of any such item, provided that (i) neither the Properties nor any interest therein would be in any danger of being sold, forfeited or lost by reason of such proceedings; (ii) no Event of Default has occurred and is continuingcontinuing or occurs at any time during the pendency of such contest (in which event Tenant shall pay all contested taxes in full together with all interest and penalties then due); (iii) if and to the extent required by the applicable taxing authority and/or Lessoror applicable Legal Requirements, Lessee Tenant pays all or such contested taxes that are required to be paid as a condition to contesting such taxes and posts a bond or takes other steps acceptable to such taxing authority and/or Lessor that removes such lien or stays enforcement thereof; (iv) Lessee Tenant shall promptly provide Lessor Landlord with copies of all notices received or delivered by Lessee Tenant and filings made by Lessee Tenant in connection with such proceeding; and (v) upon termination of such proceedings, it shall be the obligation of Lessee Tenant to pay the amount of any such tax and assessment or part thereof as finally determined in such proceedings, the payment of which may have been deferred during the prosecution of such proceedings, together with any costs, fees (including attorneys’ fees and disbursements), interest, penalties or other liabilities in connection therewith. Lessor Landlord shall at the request of LesseeTenant, execute or join in the execution of any instruments or documents necessary in connection with such contest or proceedings, but Lessor Landlord shall incur no cost or obligation thereby.

Right to Contest. Within thirty (30) days after each tax and assessment payment is required by Notwithstanding anything to the contrary in this Section 6.01 Agreement, FirstWorld shall have the right to be paid, Lessee shall provide Lessor with evidence 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, PA, SC, TN and TX File No. 7210/02-475 reasonably satisfactory to Lessor that taxes and assessments have been timely paid by Lessee. In the event Lessor receives a tax xxxx, Lessor shall use commercially reasonable efforts to forward said xxxx to Lessee within fifteen (15) days of Lessor’s receipt thereof. Lessee maycontest, at its own sole expense, contest or cause to be contested (in the case of any item involving more than $10,000, after prior written notice to Lessor, which shall be given within fifteen (15) days of Lessee’s determination to contest any matter as permitted herein), by appropriate legal proceedings diligently conducted in good faith and with due diligence, any above‑described item or lien with respect thereto, including, without limitationfaith, the amount or validity of any Imposition or applicationother tax or fee and the valuation, in whole assessment or in part, reassessment (whether proposed or final) of FirstWorld's property or any Conduit for purposes of real and personal property taxes. FirstWorld may defer payment of the contested amount pending the outcome of such itemcontest, provided that (i) neither such deferral does not subject any portion of the Properties nor Conduit or any interest therein would other right or asset of Irvine, to any risk of forfeiture or Irvine to any risk of criminal liability. Irvine shall not be required to join in any danger such contest proceedings unless such proceedings must be brought in the name of being soldIrvine, forfeited or lost by reason of provided however, that Irvine shall have the right to participate in any such proceedings; (ii) no Event of Default has occurred and is continuing; (iii) if and proceedings to the extent required it determines that such participation is necessary or appropriate to protect its interests, and Irvine shall be entitled to be reimbursed by the applicable taxing authority and/or LessorFirstWorld upon demand for legal fees incurred by it in participating in any such proceeding. If any such proceedings must be brought in Irvine's name, Lessee posts a bond or takes other steps acceptable Irvine shall cooperate with FirstWorld so as to permit such proceedings to be brought in Irvine's name. FirstWorld shall pay all reasonable costs and expenses (including reasonable attorneys' fees) incident to such taxing authority and/or Lessor that removes proceedings. FirstWorld shall be entitled to any refund of any contested amount (and penalties and interest paid by FirstWorld) to the extent such lien refund is of amounts previously paid by FirstWorld with regard to such contested amount, whether such refund is made during or stays enforcement thereof; (iv) Lessee shall promptly provide Lessor with copies after the Term of all notices received or delivered by Lessee and filings made by Lessee in connection with such proceeding; and (v) upon this Agreement. Upon termination of such proceedingsFirstWorld's contest of any amount, it FirstWorld shall be the obligation of Lessee to pay the amount of any such tax and assessment or part thereof (if any) as has been finally determined in such proceedings, the payment of which may have been deferred during the prosecution of such proceedingsproceedings to be due, together with any costs, fees (including attorneys’ fees and disbursements), interest, penalties or other liabilities in connection therewith. Lessor shall at the request of Lessee, execute or join in the execution of any instruments or documents necessary in connection with such contest or proceedings, but Lessor shall incur no cost or obligation therebyImposition.

Right to Contest. Within thirty (30) days after each tax and assessment payment is required by Notwithstanding anything to the contrary in this Section 6.01 Agreement, FirstWorld shall have the right to be paid, Lessee shall provide Lessor with evidence 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, PA, SC, TN and TX File No. 7210/02-475 reasonably satisfactory to Lessor that taxes and assessments have been timely paid by Lessee. In the event Lessor receives a tax xxxx, Lessor shall use commercially reasonable efforts to forward said xxxx to Lessee within fifteen (15) days of Lessor’s receipt thereof. Lessee maycontest, at its own sole expense, contest or cause to be contested (in the case of any item involving more than $10,000, after prior written notice to Lessor, which shall be given within fifteen (15) days of Lessee’s determination to contest any matter as permitted herein), by appropriate legal proceedings diligently conducted in good faith and with due diligence, any above‑described item or lien with respect thereto, including, without limitationfaith, the amount or validity of any Imposition or applicationother tax or fee and the valuation, in whole assessment or in part, reassessment (whether proposed or final) of the Leased Premises for purposes of real estate and personal property taxes. FirstWorld may defer payment of the contested amount pending the outcome of such itemcontest, provided that (i) neither such deferral does not subject the Properties nor Leased Premises or the Conduit or any interest therein would other right or asset of Irvine, to any risk of forfeiture or Irvine to any risk of criminal liability. Irvine shall not be required to join in any danger such contest proceedings unless such proceedings must be brought in the name of being soldIrvine, forfeited or lost by reason of provided however, that Irvine shall have the right to participate in any such proceedings; (ii) no Event of Default has occurred and is continuing; (iii) if and proceedings to the extent required it determines that such participation is necessary or appropriate to protect its interests, and Irvine shall be entitled to be reimbursed by the applicable taxing authority and/or LessorFirstWorld upon demand for legal fees incurred by it in participating in any such proceeding. If any such proceedings must be brought in Irvine's name, Lessee posts a bond or takes other steps acceptable Irvine shall cooperate with FirstWorld so as to permit such proceedings to be brought in Irvine's name. FirstWorld shall pay all reasonable costs and expenses (including reasonable attorneys' fees) incident to such taxing authority and/or Lessor that removes proceedings. FirstWorld shall be entitled to any refund of any contested amount (and penalties and interest paid by FirstWorld) to the extent such lien refund is of amounts previously paid by FirstWorld with regard to such contested amount, whether such refund is made during or stays enforcement thereof; (iv) Lessee shall promptly provide Lessor with copies after the Term of all notices received or delivered by Lessee and filings made by Lessee in connection with such proceeding; and (v) upon this Agreement. Upon termination of such proceedingsFirstWorld's contest of any amount, it FirstWorld shall be the obligation of Lessee to pay the amount of any such tax and assessment or part thereof (if any) as has been finally determined in such proceedings, the payment of which may have been deferred during the prosecution of such proceedingsproceedings to be due, together with any costs, fees (including attorneys’ fees and disbursements), interest, penalties or other liabilities in connection therewith. Lessor shall at the request of Lessee, execute or join in the execution of any instruments or documents necessary in connection with such contest or proceedings, but Lessor shall incur no cost or obligation therebyImposition.

Right to Contest. Within Mortgagor shall have the right to contest in good faith the validity or amount of any tax assessment or lien arising from any work performed at or materials furnished to the premises which right, however, is conditional upon (i) such contest having the effect of preventing the collection of the tax, assessment or lien so contested and the sale or forfeiture of the premises or any part thereof or interest therein to satisfy the same, (ii) Mortgagor giving Mortgagee written notice of its intention to contest the same in a timely manner, which, with respect to any contested tax or assessment, shall mean before any such tax, assessment or lien has been increased by any penalties or costs, and with respect to any contested mechanic's lien claim, shall mean within thirty (30) days after each tax and assessment payment is required by this Section 6.01 to be paidMortgagor receives actual notice of the filing thereof, Lessee shall provide Lessor with evidence 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, PA, SC, TN and TX File No. 7210/02-475 reasonably satisfactory to Lessor that taxes and assessments have been timely paid by Lessee. In the event Lessor receives a tax xxxx, Lessor shall use commercially reasonable efforts to forward said xxxx to Lessee within fifteen (15) days of Lessor’s receipt thereof. Lessee may, at its own expense, contest or cause to be contested (in the case of any item involving more than $10,000, after prior written notice to Lessor, which shall be given within fifteen (15) days of Lessee’s determination to contest any matter as permitted herein), by appropriate legal proceedings conducted in good faith and with due diligence, any above‑described item or lien with respect thereto, including, without limitation, the amount or validity or application, in whole or in part, of such item, provided that (i) neither the Properties nor any interest therein would be in any danger of being sold, forfeited or lost by reason of such proceedings; (ii) no Event of Default has occurred and is continuing; (iii) if Mortgagor making and thereafter maintaining with Mortgagee or such other depository as Mortgagee may designate, a deposit of cash (or United States government securities, in discount form, or other security as may, in Mortgagee's sole discretion, be acceptable to Mortgagee, and in either case having a present value equal to the extent required by amount herein specified) in an amount no less than One Hundred Fifty Percent (150%) of the applicable taxing authority and/or Lessoramount which, Lessee posts a bond or takes other steps acceptable in Mortgagee's reasonable opinion, determined from time to such taxing authority and/or Lessor that removes such lien or stays enforcement thereof; (iv) Lessee shall promptly provide Lessor with copies of all notices received or delivered by Lessee and filings made by Lessee in connection with such proceeding; and (v) upon termination of such proceedingstime, it shall be the obligation of Lessee sufficient to pay the amount of any in full such tax and contested tax, assessment or part thereof as finally determined in such proceedingslien and penalties, the payment of which costs and interest that may have been deferred during the prosecution of such proceedings, together with any costs, fees (including attorneys’ fees and disbursements), interest, penalties or other liabilities in connection therewith. Lessor shall at the request of Lessee, execute or join become due thereon in the execution event of any instruments a final determination thereof adverse to Mortgagor or documents necessary in connection with the event Mortgagor fails to prosecute such contest as herein required, or proceedingsin lieu thereof, but Lessor shall incur no cost or obligation thereby.Mortgagor providing to Mortgagee title insurance over

Right to Contest. Within thirty (30) days after each tax and assessment payment is required by this Section 6.01 After prior written notice to be paidLender, Lessee shall provide Lessor with evidence 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, PA, SC, TN and TX File No. 7210/02-475 reasonably satisfactory to Lessor that taxes and assessments have been timely paid by Lessee. In the event Lessor receives a tax xxxx, Lessor shall use commercially reasonable efforts to forward said xxxx to Lessee within fifteen (15) days of Lessor’s receipt thereof. Lessee mayBorrower, at its own expense, may contest or cause to be contested (in the case of any item involving more than $10,000, after prior written notice to Lessor, which shall be given within fifteen (15) days of Lessee’s determination to contest any matter as permitted herein), by appropriate legal proceedings proceeding, promptly initiated and conducted in good faith and with due diligence, any above‑described item or lien with respect thereto, including, without limitation, the amount or validity or application, application in whole or in partpart of any of the Taxes or Other Charges (for purposes of this Section 9.02(b), of such item“Other Charges” shall be deemed to include mechanics’ and materialmen’s liens and trade payables), provided that that: (i) neither the Properties nor any interest therein would be in any danger of being sold, forfeited or lost by reason of such proceedings; (ii) no Event of Default exists; (ii) such proceeding suspends the collection of such Taxes or Other Charges and the Property will not be in danger of being sold for such unpaid Taxes or Other Charges, or Borrower has occurred and is continuingpaid all of such Taxes or Other Charges under protest; (iii) if such proceeding is permitted under and is conducted in accordance with the provisions of any other instrument to which Borrower or the extent required by the applicable taxing authority and/or Lessor, Lessee posts Property is subject and does not constitute a bond or takes other steps acceptable to such taxing authority and/or Lessor that removes such lien or stays enforcement thereofdefault thereunder; (iv) Lessee if Borrower has not paid the disputed amounts in full under protest, Borrower shall promptly provide Lessor deposit with copies Lender (or a court or other Governmental Authority as/if applicable) cash (or other security as may be approved, in writing, by Lender) in an amount Lender deems sufficient to insure the payment of any such Taxes or Other Charges together with interest and penalties thereon, if any, provided that after a Securitization, one hundred twenty-five percent (125%) of the contested amount (plus anticipated penalty and interest) shall be deposited with Lender; (v) Borrower furnishes to Lender all notices received or delivered other items reasonably requested by Lessee and filings made by Lessee in connection with such proceedingLender; and (vvi) upon termination of such proceedingsa final determination thereof, it shall be the obligation of Lessee to pay Borrower promptly pays the amount of any such tax and assessment Taxes or part thereof as finally determined in such proceedings, the payment of which may have been deferred during the prosecution of such proceedingsOther Charges, together with any all costs, fees (including attorneys’ fees interest and disbursements), interest, penalties or other liabilities which may be payable in connection therewith. Lessor Lender may pay over any security held by Lender pursuant to this Section to the claimant entitled thereto at any time when, in Lender’s judgment, the entitlement of such claimant is established, and, to the extent the security posted by Borrower with Lender is insufficient to pay the full amount due (including, without limitation, any penalties or interest thereon), Borrower shall be liable for the deficiency. If Lender pays the deficiency (which Lender shall not be obligated to do), the amount paid by Lender shall be added to principal, shall bear interest at the request Default Rate until paid in full and payment of Lessee, execute or join in such amounts shall be secured by the execution of any instruments or documents necessary in connection with such contest or proceedings, but Lessor shall incur no cost or obligation therebySecurity Instrument and other collateral given to secure the Loan.

Right to Contest. Within thirty (30) days after each tax and assessment payment is required by this Section 6.01 to be paid, Lessee shall provide Lessor with evidence 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, PA, SC, TN and TX File No. 7210/02-475 reasonably satisfactory to Lessor that taxes and assessments have been timely paid by Lessee. In the event Lessor receives a tax xxxxbxxx, Lessor shall use commercially reasonable efforts to forward said xxxx bxxx to Lessee within fifteen (15) days of Lessor’s receipt thereof; provided, however, Lessor’s failure to forward said bxxx shall not constitute a default by Lessor under this Lease. Lessee may, at its own expense, contest or cause to be contested (in the case of any item involving more than $10,000, after prior written notice to Lessor, which shall be given within fifteen (15) days of Lessee’s determination to contest any matter as permitted herein), by appropriate legal proceedings conducted in good faith and with due diligence, any above‑described item or lien with respect thereto, including, without limitation, thereto or the amount or validity or application, in whole or in part, assessed valuation of such itemany of the Properties, provided that (i) neither the Properties nor any interest therein would be in any danger of being sold, forfeited or lost by reason of such proceedings; (ii) no Event of Default has occurred and is continuing; (iii) if and to the extent required by the applicable taxing authority and/or Lessor, Lessee posts a bond or takes other steps acceptable to such taxing authority and/or Lessor that removes such lien or stays enforcement thereof; (iv) Lessee shall promptly provide Lessor with copies of all notices received or delivered by Lessee and filings made by Lessee in connection with such proceeding; and (v) upon termination of such proceedings, it shall be the obligation of Lessee to pay the amount of any such tax and assessment or part thereof as finally determined in such proceedings, the payment of which may have been deferred during the prosecution of such proceedings, together with any costs, fees (including attorneys’ fees and disbursements), interest, penalties or other liabilities in connection therewith. Lessor shall at the request of Lessee, execute or join in the 4851-8930-3408.5 STORE / Ampco Master Lease Agreement 4 Properties in PA and IN File No.: 7210/02-637 execution of any instruments or documents necessary in connection with such contest or proceedings, but Lessor shall incur no cost or obligation thereby.

Right to Contest. Within thirty (30) days after each tax and assessment payment is required by this Section 6.01 After prior written notice to be paidLender, Lessee shall provide Lessor with evidence 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, PA, SC, TN and TX File No. 7210/02-475 reasonably satisfactory to Lessor that taxes and assessments have been timely paid by Lessee. In the event Lessor receives a tax xxxx, Lessor shall use commercially reasonable efforts to forward said xxxx to Lessee within fifteen (15) days of Lessor’s receipt thereof. Lessee mayBorrower may permit Mortgage Borrower, at its own expense, contest or cause to be contested (in the case of any item involving more than $10,000, after prior written notice to Lessor, which shall be given within fifteen (15) days of Lessee’s determination to contest any matter as permitted herein), by appropriate legal proceedings proceeding, promptly initiated and conducted in good faith and with due diligence, any above‑described item or lien with respect thereto, including, without limitation, the amount or validity or application, application in whole or in part, part of such itemany of the Taxes or Other Charges, provided that that: (i) neither the Properties nor any interest therein would be in any danger of being sold, forfeited or lost by reason of such proceedings; (ii) no Event of Default exists; (ii) such proceeding suspends the collection of such Taxes or Other Charges and the Property will not be in danger of being sold for such unpaid Taxes or Other Charges, or Mortgage Borrower has occurred and is continuingpaid all of such Taxes or Other Charges under protest; (iii) if such proceeding is permitted under and is conducted in accordance with the provisions of any other instrument to which Mortgage Borrower or the extent required by the applicable taxing authority and/or Lessor, Lessee posts Property is subject and does not constitute a bond or takes other steps acceptable to such taxing authority and/or Lessor that removes such lien or stays enforcement thereofdefault thereunder; (iv) Lessee if Mortgage Borrower has not paid the disputed amounts in full under protest, Mortgage Borrower shall promptly provide Lessor deposit with copies Mortgage Lender, as provided in the Mortgage Loan Agreement to insure the payment of any such Taxes or Other Charges together with interest and penalties thereon, if any; (v) Borrower causes Mortgage Borrower to furnish to Lender all notices received or delivered other items reasonably requested by Lessee and filings made by Lessee in connection with such proceedingLender; and (vvi) upon termination of such proceedingsa final determination thereof, it shall be the obligation of Lessee Borrower causes Mortgage Borrower to promptly pay the amount of any such tax and assessment Taxes or part thereof as finally determined in such proceedings, the payment of which may have been deferred during the prosecution of such proceedingsOther Charges, together with any all costs, fees (including attorneys’ fees interest and disbursements), interest, penalties or other liabilities which may be payable in connection therewith. Lessor shall at the request of Lessee, execute or join in the execution of any instruments or documents necessary in connection with such contest or proceedings, but Lessor shall incur no cost or obligation thereby.

Right to Contest. Within thirty (30) days after each tax and assessment payment is required by this Section 6.01 to be paid, Lessee shall provide Lessor with evidence 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, PA, SC, TN and TX File No. 7210/02-475 reasonably satisfactory to Lessor that taxes and assessments have been timely paid by Lessee. In the event Lessor receives a tax xxxxWalgreens shall not be in compliance with the tenns of the Walgreens Lease obligating Walgreens to undertake the payment of Taxes and Other Charges assessed or imposed against the Prope1iy, Lessor shall use commercially reasonable efforts after prior written notice to forward said xxxx to Lessee within fifteen (15) days of Lessor’s receipt thereof. Lessee mayLender, Borrower, at its own expense, may contest or cause to be contested (in the case of any item involving more than $10,000, after prior written notice to Lessor, which shall be given within fifteen (15) days of Lessee’s determination to contest any matter as permitted herein), by appropriate legal proceedings proceeding, promptly initiated and conducted in good faith and with due diligence, any above‑described item or lien with respect thereto, including, without limitation, the amount or validity or application, application in whole or in part, part of such itemany of the Taxes or Other Charges, provided that that: (i) neither the Properties nor any interest therein would be in any danger of being sold, forfeited or lost by reason of such proceedings; (ii) no Event of Default exists; (ii) such proceeding suspends the collection of such Taxes or Other Charges and the Property will not be in danger of being sold for such unpaid Taxes or Other Charges, or Borrower has occurred and is continuingpaid all of such Taxes or Other Charges under protest; (iii) if such proceeding is permitted under and is conducted in accordance with the provisions of any other instrument to which Borrower or the extent required by the applicable taxing authority and/or Lessor, Lessee posts Property is subject and does not constitute a bond or takes other steps acceptable to such taxing authority and/or Lessor that removes such lien or stays enforcement thereofdefault thereunder; (iv) Lessee if Borrower has not paid the disputed amounts in full under protest, Borrower shall promptly provide Lessor deposit with copies Lender cash (or other security as may be approved, in writing, by Lender) in an amount Lender deems sufficient to insure the payment of any such Taxes or Other Charges together with interest and penalties thereon, if any, provided that after a Securitization, one hundred twenty-five percent (125%) of the contested amount (plus anticipated penalty and interest) shall be deposited with Lender; (v) Borrower furnishes to Lender all notices received or delivered other items reasonably requested by Lessee and filings made by Lessee in connection with such proceedingLender; and (vvi) upon termination of such proceedingsa final determination thereof, it shall be the obligation of Lessee to pay Borrower promptly pays the amount of any such tax and assessment Taxes or part thereof as finally determined in such proceedings, the payment of which may have been deferred during the prosecution of such proceedingsOther Charges, together with any all costs, fees (including attorneys’ fees interest and disbursements), interest, penalties or other liabilities which may be payable in connection therewith. Lessor Lender may pay over any security held by Lender pursuant to this Section to the claimant entitled thereto at any time when, in Lender's judgment, the entitlement of such claimant is established, and, to the extent the security posted by Borrower with Lender is insufficient to pay the full amount due (including, without limitation, any penalties or interest thereon), Borrower shall be liable for the deficiency. If Lender pays the deficiency (which Lender shall not be obligated to do), the amount paid by Lender shall be added to principal, shall bear interest at the request Default Rate until paid in full and payment of Lessee, execute or join in such amounts shall be secured by the execution of any instruments or documents necessary in connection with such contest or proceedings, but Lessor shall incur no cost or obligation therebySecurity Instrument and other collateral given to secure the Loan.

Right to Contest. Within thirty (30) days after each tax and assessment payment is required by this Section 6.01 to be paid, Lessee shall provide Lessor with evidence 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, PA, SC, TN and TX File No. 7210/02-475 reasonably satisfactory to Lessor that taxes and assessments have been timely paid by LesseeXxxxxx. In the event Lessor Xxxxxx receives a tax xxxxbill, Lessor shall use commercially reasonable efforts to forward said xxxx bill to Lessee within fifteen (15) days of LessorXxxxxx’s receipt thereof; provided, however, Xxxxxx’s failure to forward said bill shall not constitute a default by Lessor under this Lease. Lessee may, at its own expense, contest or cause to be contested (in the case of any item involving more than $10,000, after prior written notice to Lessor, which shall be given within fifteen (15) days of Lessee’s determination to contest any matter as permitted herein), by appropriate legal proceedings conducted in good faith and with due diligence, any above‑described above-described item or lien with respect thereto, including, without limitation, thereto or the amount or validity or application, in whole or in part, assessed valuation of such itemany of the Properties, provided that (i) neither the Properties nor any interest therein would be in any danger of being sold, forfeited or lost by reason of such proceedings; (ii) no Event of Default has occurred and is continuing; (iii) if and to the extent required by the applicable taxing authority and/or Lessor, Lessee posts a bond or takes other steps acceptable to such taxing authority and/or Lessor that removes such lien or stays enforcement thereof; (iv) Lessee shall promptly provide Lessor with copies of all notices received or delivered by Lessee Xxxxxx and filings made by Lessee in connection with such proceeding; and (v) upon termination of such proceedings, it shall be the obligation of Lessee to pay the amount of any such tax and assessment or part thereof as finally determined in such proceedings, the payment of which may have been deferred during the prosecution of such proceedings, together with any costs, fees (including attorneys’ fees and disbursements), interest, penalties or other liabilities in connection therewith. Lessor shall shall, at the request of LesseeXxxxxx, execute or join in the execution of any instruments or documents necessary in connection with such contest or proceedings, but Lessor shall incur no cost or obligation thereby.

Right to Contest. Within thirty (30) days after each tax and assessment payment is required by Notwithstanding anything to the contrary in this Section 6.01 Operating Property Agreement, SNA shall have the right to be paid, Lessee shall provide Lessor with evidence 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, PA, SC, TN and TX File No. 7210/02-475 reasonably satisfactory to Lessor that taxes and assessments have been timely paid by Lessee. In the event Lessor receives a tax xxxx, Lessor shall use commercially reasonable efforts to forward said xxxx to Lessee within fifteen (15) days of Lessor’s receipt thereof. Lessee maycontest, at its own sole expense, contest or cause to be contested (in the case of any item involving more than $10,000, after prior written notice to Lessor, which shall be given within fifteen (15) days of Lessee’s determination to contest any matter as permitted herein), by appropriate legal proceedings diligently conducted in good faith and with due diligence, any above‑described item or lien with respect thereto, including, without limitationfaith, the amount or validity of any tax or applicationfee; the valuation, in whole assessment or in part, reassessment (whether proposed or final) of the Leased Property for purposes of real estate taxes; or the validity of any Applicable Law or the application of any Applicable Law to the Leased Property. SNA may defer payment of the contested amount or compliance with the contested Applicable Law or performance of any other contested obligation pending the outcome of such itemcontest, provided that (i) neither such deferral does not subject the Properties nor Leased Property to any interest therein would material risk of imminent forfeiture or the City to any material risk of criminal liability. The City shall not be required to join in any danger such contest proceedings unless an Applicable Law shall require that such proceedings be brought in the name of being soldthe City. In such case, forfeited or lost subject to the approval of the City Council, the City shall cooperate with SNA so as to permit to such proceedings to be brought in the City's name. SNA shall pay all reasonable costs and expenses (including reasonable attorneys' fees) incident to such proceedings. SNA shall be entitled to any refund of any contested amount (and penalties and interest paid by reason SNA) based upon SNA's prior overpayment of such proceedings; (ii) no Event contested amount, whether such refund is made during or after the Term of Default has occurred and is continuing; (iii) if and to the extent required by the applicable taxing authority and/or Lessor, Lessee posts a bond or takes other steps acceptable to such taxing authority and/or Lessor that removes such lien or stays enforcement thereof; (iv) Lessee shall promptly provide Lessor with copies of all notices received or delivered by Lessee and filings made by Lessee in connection with such proceeding; and (v) upon this Operating Property Agreement. Upon termination of such proceedingsSNA's contest of any amount, it SNA shall be the obligation of Lessee to pay the amount of any such tax and assessment or part thereof (if any) as has been finally determined in such proceedings, the payment of which may have been deferred during the prosecution of such proceedingsproceedings to be due, together with any costs, fees (including attorneys’ fees and disbursements), interest, penalties or other liabilities in connection therewith. Lessor shall at the request of Lessee, execute or join in the execution of any instruments or documents necessary in connection with such Imposition. Upon final termination of SNA's contest of an Applicable Law, SNA shall comply with such final determination. SNA's right to contest any amount or proceedingsthe valuation, but Lessor assessment or reassessment of the Leased Property for tax purposes shall incur be to the exclusion of the City, and the City shall have no cost or obligation therebyright to contest the foregoing without SNA's consent, not to be unreasonably withheld.

Right to Contest. Within thirty five (305) days after Business Days of the date by which each tax and assessment payment is required by this Section 6.01 5.01 to be paid, Lessee shall provide Lessor with receipts or other evidence 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, PA, SC, TN and TX File No. 7210/02-475 reasonably satisfactory to Lessor that taxes each tax and assessments have assessment has been timely paid by LesseeXxxxxx. In the event Lessor receives a tax xxxxbill, Lessor shall use commercially reasonable efforts to forward said xxxx bill to Lessee within fifteen five (155) days Business Days of Lessor’s receipt thereof. Lessee may, at its own expense, contest or cause to be contested (in the case of any item involving more than $10,000, after prior written notice to Lessor, which shall be given within fifteen (15) days of Lessee’s determination prior to contest contesting any matter as permitted herein), by appropriate legal proceedings conducted in good faith and with due diligence, any above‑described above described item or lien with respect thereto, including, without limitation, the amount or validity or application, in whole or in part, of such item, provided that (i) neither the Properties nor any interest therein would be in any danger of being sold, forfeited or lost by reason of such proceedings; (ii) no Event of Default has occurred and is continuing; (iii) if and to the extent required by the applicable taxing authority and/or Lessor or Lessor’s lender, Lessee posts a bond or takes other steps acceptable to such taxing authority and/or Lessor or Lessor’s lender that removes such lien or stays enforcement thereof; (iv) Lessee shall promptly provide Lessor with copies of all material notices received or delivered by Lessee and filings made by Lessee in connection with such proceeding; and (v) upon termination of such proceedings, it shall be the obligation of Lessee to pay the amount of any such tax and assessment or part thereof as finally determined in such proceedings, the payment of which may have been deferred during the prosecution of such proceedings, together with any costs, fees (including attorneys’ fees and disbursements), interest, penalties or other liabilities in connection therewith. Lessor shall at the request of LesseeXxxxxx, execute or join in the execution of any instruments or documents necessary in connection with such contest or proceedings, but Lessor shall incur no cost or obligation thereby.

Right to Contest. Within thirty (30) days after each tax and assessment payment is required by this Section 6.01 The Borrower Parties shall have the right to be paid, Lessee shall provide Lessor with evidence 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, PA, SC, TN and TX File No. 7210/02-475 reasonably satisfactory to Lessor that taxes and assessments have been timely paid by Lessee. In contest the event Lessor receives a tax xxxx, Lessor shall use commercially reasonable efforts to forward said xxxx to Lessee within fifteen (15) days of Lessor’s receipt thereof. Lessee may, at its own expense, contest amount or cause to be contested (in the case validity of any item involving more than $10,000Imposition, after prior written notice Legal Requirement, Insurance Requirement, Environmental Obligation, lien, attachment, levy, encumbrance, charge or claim (collectively, “Claims”) as to Lessor, which shall be given within fifteen (15) days of Lessee’s determination to contest any matter as permitted herein)the Properties, by appropriate legal proceedings proceedings, conducted in good faith and with due diligence, provided that (a) the foregoing shall in no way be construed as relieving, modifying or extending the Borrower Parties’ obligation to pay any above‑described item Claims as finally determined, (b) no part of the affected Property shall be in any immediate danger of sale, forfeiture, attachment or lien with respect theretoloss, and (c) the Borrower Parties shall indemnify and hold harmless Lender from and against any cost, claim, damage, penalty or reasonable expense, including reasonable attorneys’ fees, incurred by the Lender in connection therewith or as a result thereof. Lender agrees to join in any such proceedings if required legally to prosecute such contest, provided that Lender shall not thereby be subjected to any liability therefor (including, without limitation, for the amount payment of any costs or validity expenses in connection therewith) unless the applicable Borrower Party agrees by agreement in form and substance reasonably satisfactory to Lender, to assume and indemnify Lender with respect to the same. The Borrower Parties shall be entitled to any refund of any Claims and such charges and penalties or application, in whole interest thereon which have been paid by such Guarantor or in part, of such item, provided that (i) neither the Properties nor any interest therein would be in any danger of being sold, forfeited or lost paid by reason of such proceedings; (ii) no Event of Default has occurred and is continuing; (iii) if and Lender to the extent required that Lender has been fully reimbursed by such Guarantor. If the applicable taxing authority and/or LessorBorrower Parties shall fail (x) to pay or cause to be paid any Claims when finally determined, Lessee posts a bond (y) to provide reasonable security therefor or takes other steps acceptable (z) to prosecute or cause to be prosecuted any such contest diligently and in good faith, Lender may, upon reasonable notice to such taxing authority and/or Lessor Guarantor (which notice shall not be required if Lender shall reasonably determine that removes the same is not practicable), pay such lien or stays enforcement thereof; (iv) Lessee shall promptly provide Lessor with copies of all notices received or delivered by Lessee and filings made by Lessee in connection with such proceeding; and (v) upon termination of such proceedings, it shall be the obligation of Lessee to pay the amount of any such tax and assessment or part thereof as finally determined in such proceedings, the payment of which may have been deferred during the prosecution of such proceedingscharges, together with any costsinterest and penalties due with respect thereto, fees (including attorneys’ fees and disbursements)the Borrower Parties shall reimburse Lender therefor, interestupon demand, penalties or other liabilities in connection therewith. Lessor shall at the request of Lessee, execute or join in the execution of any instruments or documents necessary in connection with such contest or proceedings, but Lessor shall incur no cost or obligation therebyas Additional Charges.