Common use of Right to Contest Clause in Contracts

Right to Contest. Notwithstanding any other provision of this Section, Borrowers shall not be deemed to be in default solely by reason of Borrowers’ failure to pay any Imposition so long as, in Lender’s judgment, each of the following conditions is satisfied: (i) Borrowers are engaged in and diligently pursuing in good faith administrative or judicial proceedings appropriate to contest the validity or amount of such Impositions; (ii) Borrowers’ payment of such Imposition would materially prejudice Borrowers’ prospects for success in such proceedings; (iii) Nonpayment of such Imposition will not result in the loss or forfeiture of any Property or other Collateral encumbered by the Loan Documents or any interest of Lender therein; and (iv) Borrowers deposit with Lender, as security for such payment that may ultimately be required, a sum equal to the amount of the disputed Imposition plus the interest, penalties, advertising charges, and other costs that Lender estimates are likely to become payable if Borrowers’ contest is unsuccessful, or posts a bond with the applicable taxing authority having the same effect. For the avoidance of doubt, the funds required to be deposited with Lender under this paragraph (iv) shall be in addition to all taxes, assessments and other governmental charges that are not being contested and that are subject to the deposit provisions of Section 5.1.2(B) hereof. If Lender determines that any one or more of such conditions is not satisfied or is no longer satisfied, Borrowers shall pay the Imposition in question, together with any interest and penalties thereon, within ten (10) days after Lender gives notice of such determination.

Right to Contest. Notwithstanding any other provision of Within thirty (30) days after each tax and assessment payment is required by this Section, Borrowers shall not be deemed Section 6.01 to be paid, Lessee shall, upon prior written request of Lessor, provide Lessor with evidence reasonably satisfactory to Lessor that such payment was made in default solely a timely fashion. 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), 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 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 Borrowers’ failure to pay any Imposition so long as, in Lender’s judgment, each of the following conditions is satisfied: (i) Borrowers are engaged in and diligently pursuing in good faith administrative or judicial proceedings appropriate to contest the validity or amount of such Impositions; proceedings; (ii) Borrowers’ payment no Event of Default has occurred; (iii) Lessee posts a bond or takes other steps acceptable to Lessor that remove such lien or stay 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 Imposition would materially prejudice Borrowers’ prospects for success 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; (iii) Nonpayment , the payment of which may have been deferred during the prosecution of such Imposition will not result in the loss or forfeiture of any Property or other Collateral encumbered by the Loan Documents or any interest of Lender therein; and (iv) Borrowers deposit with Lender, as security for such payment that may ultimately be required, a sum equal to the amount of the disputed Imposition plus the interest, penalties, advertising charges, and other costs that Lender estimates are likely to become payable if Borrowers’ contest is unsuccessful, or posts a bond with the applicable taxing authority having the same effect. For the avoidance of doubt, the funds required to be deposited with Lender under this paragraph (iv) shall be in addition to all taxes, assessments and other governmental charges that are not being contested and that are subject to the deposit provisions of Section 5.1.2(B) hereof. If Lender determines that any one or more of such conditions is not satisfied or is no longer satisfied, Borrowers shall pay the Imposition in questionproceedings, together with any interest costs, fees (including attorneys’ fees and disbursements), interest, penalties thereon, within ten (10) days after Lender gives notice of such determinationor other liabilities in connection therewith.

Right to Contest. Notwithstanding So long as no Event of Default (defined below) has occurred (or if Lender has accepted cure of such Event of Default by specific written statement from Lender to Borrower acknowledging Lender’s acceptance of such cure, and Borrower specifically understands and agrees that Lender shall have no obligation whatsoever to accept the cure of any other provision Event of Default), Borrower may, prior to delinquency and at its sole expense, contest any Assessment, but this Section, Borrowers shall not change or extend Borrower’s obligation to pay the Assessment as required above unless (i) Borrower gives Lender prior written notice of its intent to contest an Assessment; (ii) Borrower demonstrates to Lender’s reasonable satisfaction that (A) its Individual Property will not be deemed sold to be satisfy the Assessment prior to the final determination of the legal proceedings, (B) Borrower has taken such actions as are required or permitted to accomplish a stay of any such sale, and (C) Borrower has either (1) furnished a bond or surety (reasonably satisfactory to Lender in default solely by reason form and amount) sufficient to prevent a sale of Borrowers’ failure its Individual Property or (2) at Lender’s option, deposited one hundred twenty-five percent (125%) of the full amount necessary to pay any Imposition so long as, in Lender’s judgment, each unpaid portion of the following conditions is satisfied: (i) Borrowers are engaged in Assessments with Lender; and diligently pursuing in good faith administrative or judicial proceedings appropriate to contest the validity or amount of such Impositions; (ii) Borrowers’ payment of such Imposition would materially prejudice Borrowers’ prospects for success in such proceedings; (iii) Nonpayment of such Imposition will proceeding shall be permitted under any other instrument to which Borrower or its Individual Property is subject (whether superior or inferior to the Instrument); provided, however, that the foregoing shall not result in restrict the loss or forfeiture contesting of any Property or other Collateral encumbered by the Loan Documents or any interest of Lender therein; and (iv) Borrowers deposit with Lenderincome taxes, as security for such payment that may ultimately be requiredfranchise taxes, a sum equal to the amount of the disputed Imposition plus the interestground rents, penalties, advertising maintenance charges, and other costs that Lender estimates are likely to become payable if Borrowers’ contest is unsuccessful, or posts a bond with the applicable taxing authority having the same effect. For the avoidance of doubt, the funds required to be deposited with Lender under this paragraph (iv) shall be in addition to all taxes, assessments and other governmental charges that are not being contested and that are subject to the deposit provisions of Section 5.1.2(B) hereof. If Lender determines that any one or more of such conditions is not satisfied or is no longer satisfied, Borrowers shall pay the Imposition in question, together with any interest and penalties thereon, within ten (10) days after Lender gives notice of such determinationutility charges.

Right to Contest. Notwithstanding any other provision of this Section, Borrowers shall not be deemed to be in default solely by reason of Borrowers’ failure to pay any Imposition so long as, in Lender’s judgment, each of the following conditions is satisfied: (i) Borrowers are engaged in and diligently pursuing Tenant may contest in good faith administrative or judicial by appropriate proceedings appropriate to contest at its own expense any Taxes provided that Tenant shall first have paid such Taxes or, if the validity or amount of such Impositions; (ii) Borrowers’ payment of such Imposition would materially prejudice Borrowers’ prospects for success Taxes is to be postponed during the contest, shall have furnished Landlord with a bond of a surety company reasonably satisfactory to Landlord in such proceedings; (iii) Nonpayment an amount equal to, or shall have deposited with any bank or trust company of such Imposition will not result Landlord’s selection in the loss or forfeiture of any Property or other Collateral encumbered by State wherein the Loan Documents or any interest of Lender therein; and (iv) Borrowers Premises are located to hold such deposit with Lenderand apply the same as hereinafter provided, as security for such payment that may ultimately be required, a sum equal to the amount of the disputed Imposition plus Taxes so contested, together with such additional sums as may reasonably be required to pay interest or penalties accrued or to accrue on any such Taxes. Nothing contained herein, however, shall release Tenant of the interestobligation to pay and discharge contested Taxes as finally adjudicated, with interest and penalties, advertising charges, and all other costs that Lender estimates are likely to become payable if Borrowers’ contest is unsuccessful, or posts a bond with the applicable taxing authority having the same effect. For the avoidance of doubt, the funds required charges directed to be deposited with Lender under this paragraph (iv) paid in or by any such adjudication. Any such contest or legal proceeding shall be begun by Tenant as soon as reasonably possible after the imposition of any contested Taxes and shall be prosecuted to final adjudication with all reasonable promptness and dispatch; provided, however, that Tenant may in addition its discretion consolidate any proceeding to all taxes, assessments and other governmental charges that are not being contested and that are subject obtain a reduction in the assessed valuation of the Premises for tax purposes relating to the deposit provisions of Section 5.1.2(B) hereof. If Lender determines that any tax year with any similar proceeding or proceedings relating to one or more of such conditions is not satisfied or is no longer satisfiedother tax years. Notwithstanding anything contained herein to the contrary, Borrowers Tenant shall pay all such contested items before the Imposition in question, together with time when the Premises or any interest and penalties thereon, within ten (10) days after Lender gives notice part thereof might be forfeited as a result of such determinationnonpayment.

Right to Contest. Notwithstanding any other provision of this SectionTo the extent consistent with the ---------------- Mortgages, Borrowers shall not be deemed to be in default solely the Borrower at its expense may contest, by reason of Borrowers’ failure to pay any Imposition so long as, in Lender’s judgment, each of the following conditions is satisfied: (i) Borrowers are engaged in and diligently pursuing appropriate Action conducted in good faith administrative and with due diligence, the amount or judicial proceedings appropriate validity or application, in whole or in part, of any Imposition or Lien therefor or any Legal Requirement or Insurance Requirement or the application of any instrument of record affecting the Pledged Property or any part thereof or any claims or judgments of mechanics, materialmen, suppliers or vendors or Liens therefor, and may direct the Manager or the Servicer, as the case may be, to withhold payment of the same pending such Action if permitted by law; provided, however, that (a) -------- ------- in the case of any Impositions or Liens therefor or any claims or judgments of mechanics, materialmen, suppliers or vendors or Liens therefor, such Action shall suspend the enforcement thereof and the accrual of penalties thereon payable by the Borrower, the Manager and the Servicer and otherwise with respect to the Pledged Property, (b) neither the Pledged Property nor any part thereof or interest therein could be in any danger of being sold, forfeited or lost if the Borrower pays the amount or satisfies the condition being contested, and the Borrower would have the opportunity to so pay or satisfy if the Borrower fails to prevail in the contest and (c) in the case of an Insurance Requirement, the failure of the Borrower to comply therewith shall not impair the validity or amount of such Impositions; (ii) Borrowers’ payment of such Imposition would materially prejudice Borrowers’ prospects for success in such proceedings; (iii) Nonpayment of such Imposition will not result in the loss or forfeiture of any Property or other Collateral encumbered by the Loan Documents or any interest of Lender therein; and (iv) Borrowers deposit with Lender, as security for such payment that may ultimately be required, a sum equal to the amount of the disputed Imposition plus the interest, penalties, advertising charges, and other costs that Lender estimates are likely to become payable if Borrowers’ contest is unsuccessful, or posts a bond with the applicable taxing authority having the same effect. For the avoidance of doubt, the funds insurance required to be deposited with Lender maintained by the Borrower under this paragraph (iv) shall be in addition the applicable Mortgage or the right to all taxes, assessments and other governmental charges that are not being contested and that are subject to the deposit provisions full payment of Section 5.1.2(B) hereof. If Lender determines that any one or more of such conditions is not satisfied or is no longer satisfied, Borrowers shall pay the Imposition in question, together with any interest and penalties thereon, within ten (10) days after Lender gives notice of such determinationclaims thereunder.

Right to Contest. Notwithstanding any other provision of this SectionAgreement, Borrowers no Borrower shall not be deemed to be in default Default solely by reason of Borrowers’ such Borrower’s failure to pay comply with any Imposition Legal Requirement so long as, in Lendersuch Borrower’s judgment, each of the following conditions is satisfied: (i) Borrowers are A. Such Borrower is engaged in and diligently pursuing in good faith administrative or judicial proceedings appropriate to contest the validity or amount applicability of such Impositions;Legal Requirement; and (ii) Borrowers’ payment of such Imposition would materially prejudice Borrowers’ prospects for success in such proceedings; (iii) Nonpayment of such Imposition B. Noncompliance with any Legal Requirement will not result in the loss loss, forfeiture or forfeiture encumbrance of any Property or other Collateral property encumbered by the Loan Documents hereby or any interest of Lender thereintherein or result in any fines or other punitive actions or any loss or impairment of insurance coverage; and (iv) Borrowers deposit C. Such Borrower deposits with Lender, as security for such any payment or performance that may ultimately be required, a sum an amount equal to the amount of the disputed Imposition any fine, assessment or charge plus the interest, penalties, advertising charges, and other costs that Lender reasonably estimates are likely to become payable if Borrowers’ such Borrower’s contest is unsuccessful, or posts a bond with the applicable taxing authority having the same effect. For the avoidance of doubt, the funds required to be deposited with Lender under this paragraph (iv) shall be in addition to all taxes, assessments and other governmental charges that are not being contested and that are subject to the deposit provisions of Section 5.1.2(B) hereof. . D. If Lender determines that any one or more of such conditions is not satisfied or is no longer satisfied, Borrowers then such Borrower shall pay comply with the Imposition any Legal Requirement in question, together with any interest and penalties thereon, within ten not later than the date that is five (105) days after following the date that Lender gives provides written notice to such Borrower of such determination.

Right to Contest. Notwithstanding After prior written notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith with due diligence, the amount or validity or application in whole or in part of any of the Taxes or Other Charges, provided that: (i) 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 paid all of such Taxes or Other Charges under protest; (iii) such proceeding is permitted under and is conducted in accordance with the provisions of any other provision instrument to which Borrower or the Property is subject and does not constitute a default thereunder; (iv) if Borrower has not paid the disputed amounts in full under protest, Borrower shall deposit with 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 other items reasonably requested by Lender; and (vi) upon a final determination thereof, Borrower promptly pays the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith, and Borrower shall be permitted to use the amount so deposited with lender to make such payment, and to the extent any of such funds remain with Lender following such payment, if no Event of Default shall have occurred, Lender shall disburse all remaining funds to Borrower. Lender may pay over any security held by Lender pursuant to this Section, Borrowers shall not be deemed Section to be in default solely by reason of Borrowers’ failure to pay the claimant entitled thereto at any Imposition so long astime when, in Lender’s judgment, each of the following conditions is satisfied: (i) Borrowers are engaged in and diligently pursuing in good faith administrative or judicial proceedings appropriate to contest the validity or amount entitlement of such Impositions; claimant is established, and, to the extent the security posted by Borrower with Lender is insufficient to pay the full amount due (ii) Borrowers’ 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 Default Rate until paid in full and payment of such Imposition would materially prejudice Borrowers’ prospects for success in such proceedings; (iii) Nonpayment of such Imposition will not result in the loss or forfeiture of any Property or other Collateral encumbered amounts shall be secured by the Loan Documents or any interest of Lender therein; and (iv) Borrowers deposit with Lender, as security for such payment that may ultimately be required, a sum equal to the amount of the disputed Imposition plus the interest, penalties, advertising charges, Security Instrument and other costs that Lender estimates are likely collateral given to become payable if Borrowers’ contest is unsuccessful, or posts a bond with secure the applicable taxing authority having the same effect. For the avoidance of doubt, the funds required to be deposited with Lender under this paragraph (iv) shall be in addition to all taxes, assessments and other governmental charges that are not being contested and that are subject to the deposit provisions of Section 5.1.2(B) hereof. If Lender determines that any one or more of such conditions is not satisfied or is no longer satisfied, Borrowers shall pay the Imposition in question, together with any interest and penalties thereon, within ten (10) days after Lender gives notice of such determinationLoan.

Right to Contest. Notwithstanding any other provision of this SectionSection 5.1.2, Borrowers shall not be deemed to be in default solely by reason of Borrowers’ failure to pay any Imposition so long as, in Lender’s judgment, each of the following conditions is satisfied: (i) Borrowers are engaged in and diligently pursuing in good faith administrative or judicial proceedings appropriate to contest the validity or amount of such Impositions; (ii) Borrowers’ payment of such Imposition would materially prejudice Borrowers’ prospects for success in such proceedingsproceedings or Borrower pays the Impositions under protest; (iii) Nonpayment of such Imposition will not result in the loss or forfeiture of any Property or other Collateral encumbered by the Loan Documents or any interest of Lender therein; and (iv) Borrowers (x) deposit with Lender, as security for such payment that may ultimately be required, a sum equal to the amount of the disputed Imposition plus the interest, penalties, advertising charges, and other costs that Lender reasonably estimates are likely to become payable if Borrowers’ contest is unsuccessful, or posts (y) post a bond with the applicable taxing authority having the same effect. For the avoidance of doubt, the any funds required to be deposited with Lender under this paragraph (iv) shall be in addition to all taxes, assessments and other governmental charges that are not being contested and that are subject to the deposit provisions of Section 5.1.2(B) hereof. If Lender determines that any one or more of such conditions is not satisfied or is no longer satisfied, Borrowers shall pay the Imposition in question, together with any interest and penalties thereon, within ten (10) days after Lender gives notice of such determination.

Right to Contest. Notwithstanding After prior written notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith with due diligence, the amount or validity or application in whole or in part of any other provision of the Taxes or Other Charges (for purposes of this SectionSection 9.02(b), Borrowers “Other Charges” shall not be deemed to include mechanics’ and materialmen’s liens and trade payables), provided that: (i) 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 paid all of such Taxes or Other Charges under protest; (iii) such proceeding is permitted under and is conducted in accordance with the provisions of any other instrument to which Borrower or the Property is subject and does not constitute a default solely thereunder; (iv) if Borrower has not paid the disputed amounts in full under protest, Borrower shall deposit with Lender (or a court or other Governmental Authority as/if applicable) cash (or other security as may be approved, in writing, by reason Lender) in an amount Lender deems sufficient to insure the payment of Borrowers’ failure 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 other items reasonably requested by Lender; and (vi) upon a final determination thereof, Borrower promptly pays the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith. Lender may pay over any Imposition so long assecurity held by Lender pursuant to this Section to the claimant entitled thereto at any time when, in Lender’s judgment, each of the following conditions is satisfied: (i) Borrowers are engaged in and diligently pursuing in good faith administrative or judicial proceedings appropriate to contest the validity or amount entitlement of such Impositions; claimant is established, and, to the extent the security posted by Borrower with Lender is insufficient to pay the full amount due (ii) Borrowers’ 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 Default Rate until paid in full and payment of such Imposition would materially prejudice Borrowers’ prospects for success in such proceedings; (iii) Nonpayment of such Imposition will not result in the loss or forfeiture of any Property or other Collateral encumbered amounts shall be secured by the Loan Documents or any interest of Lender therein; and (iv) Borrowers deposit with Lender, as security for such payment that may ultimately be required, a sum equal to the amount of the disputed Imposition plus the interest, penalties, advertising charges, Security Instrument and other costs that Lender estimates are likely collateral given to become payable if Borrowers’ contest is unsuccessful, or posts a bond with secure the applicable taxing authority having the same effect. For the avoidance of doubt, the funds required to be deposited with Lender under this paragraph (iv) shall be in addition to all taxes, assessments and other governmental charges that are not being contested and that are subject to the deposit provisions of Section 5.1.2(B) hereof. If Lender determines that any one or more of such conditions is not satisfied or is no longer satisfied, Borrowers shall pay the Imposition in question, together with any interest and penalties thereon, within ten (10) days after Lender gives notice of such determinationLoan.

Right to Contest. Notwithstanding After prior written notice to Lender, Borrower may permit Mortgage Borrower, at its own expense, to contest by appropriate legal proceeding, promptly initiated and conducted in good faith with due diligence, the amount or validity or application in whole or in part of any other provision of this Section, Borrowers shall not be deemed to be in default solely by reason of Borrowers’ failure to pay any Imposition so long as, in Lender’s judgment, each of the following conditions is satisfied: Taxes or Other Charges, provided that: (i) Borrowers are engaged in and diligently pursuing in good faith administrative or judicial proceedings appropriate to contest the validity or amount no Event of such Impositions; Default exists; (ii) Borrowers’ payment such proceeding suspends the collection of such Imposition would materially prejudice Borrowers’ prospects Taxes or Other Charges and the Property will not be in danger of being sold for success in such proceedings; unpaid Taxes or Other Charges, or Mortgage Borrower has paid all of such Taxes or Other Charges under protest; (iii) Nonpayment of such Imposition will not result proceeding is permitted under and is conducted in accordance with the loss or forfeiture provisions of any other instrument to which Mortgage Borrower or the Property or other Collateral encumbered by the Loan Documents or any interest of Lender thereinis subject and does not constitute a default thereunder; and (iv) Borrowers if Mortgage Borrower has not paid the disputed amounts in full under protest, Mortgage Borrower shall deposit with Mortgage Lender, as security for provided in the Mortgage Loan Agreement to insure the payment of any such payment that may ultimately be required, a sum equal to the amount of the disputed Imposition plus the interest, penalties, advertising charges, and other costs that Lender estimates are likely to become payable if Borrowers’ contest is unsuccessful, Taxes or posts a bond with the applicable taxing authority having the same effect. For the avoidance of doubt, the funds required to be deposited with Lender under this paragraph (iv) shall be in addition to all taxes, assessments and other governmental charges that are not being contested and that are subject to the deposit provisions of Section 5.1.2(B) hereof. If Lender determines that any one or more of such conditions is not satisfied or is no longer satisfied, Borrowers shall pay the Imposition in question, Other Charges together with any interest and penalties thereon, within ten if any; (10v) days after Borrower causes Mortgage Borrower to furnish to Lender gives notice all other items reasonably requested by Lender; and (vi) upon a final determination thereof, Borrower causes Mortgage Borrower to promptly pay the amount of any such determinationTaxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith.