Common use of Right to Contest Clause in Contracts

Right to Contest. Tenant, or Manager at Tenant’s direction, shall have the right to contest the amount or validity of any Imposition, Legal Requirement, Insurance Requirement, Environmental Obligation, Lien, attachment, levy, encumbrance, charge or claim (collectively, “Claims”) as to the Leased Property, by appropriate legal 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 Tenant’s obligation to pay any Claims required hereunder to be paid by Tenant as finally determined, (b) such contest shall not cause Landlord or Tenant to be in default under any Mortgage Loan Documents, deed of trust or other agreement encumbering the Leased Property or any part thereof and Tenant or Manager shall not contest any requirement set forth in the Mortgage Loan Documents, (c) no part of the Leased Property nor any Rent therefrom shall be in any immediate danger of sale, forfeiture, attachment or loss, and (d) Tenant hereby indemnifies and holds harmless Landlord from and against any cost, claim, damage, penalty or reasonable expense, including reasonable attorneys’ fees, incurred by Landlord in connection therewith or as a result thereof Landlord agrees to join in any such proceedings if required legally to prosecute such contest, provided that Landlord shall not thereby be subjected to any liability therefore (including, without limitation, for the payment of any costs or expenses in connection therewith) unless Tenant agrees to assume and indemnify Landlord with respect to the same. Tenant or Manager, as applicable, shall be entitled to any refund of any Claims and such charges and penalties or interest thereon which have been paid by Tenant or paid by Landlord to the extent that Landlord has been reimbursed by Tenant. If Tenant shall fail (e) to pay or cause to be paid any Claims when finally determined, (f) to provide reasonable security therefore, or (g) to prosecute or cause to be prosecuted any such contest diligently and in good faith, Landlord may, upon Notice to Tenant, pay such charges, together with interest and penalties due with respect thereto, and Tenant shall reimburse Landlord therefore, upon demand, as Additional Charges.

Right to Contest. TenantAfter prior Notice to Landlord, or Manager Tenant may contest (including through abatement proceedings), at Tenant’s direction, shall have the right to contest the amount or validity of any Imposition, Legal Requirement, Insurance Requirement, Environmental Obligation, Lien, attachment, levy, encumbrance, charge or claim (collectively, “Claims”) as to the Leased Propertyits sole expense, by appropriate legal proceedings, promptly initiated and conducted in good faith and with due diligencediligence to a final settlement or conclusion, provided that the amount or validity or application of any Taxes, Liens, and/or any Legal Requirement affecting the Leased Property, and postpone payment of or compliance with the same during the pendency of such contest if (a) the foregoing commencement and continuation of such proceedings shall in no way be construed as relievingsuspend the collection thereof from, modifying or extending Tenant’s obligation to pay any Claims required hereunder to be paid by Tenant as finally determinedand suspend the enforcement thereof against Landlord and the Leased Property, (b) such contest no part or interest of the Leased Property, nor any Basic Rent or Additional Rent or this Lease shall not cause Landlord be interfered with or Tenant to shall be in default under any Mortgage Loan Documentsdanger of being sold, deed of trust forfeited, attached, terminated, cancelled or other agreement encumbering the Leased Property or any part thereof and Tenant or Manager shall not contest any requirement set forth in the Mortgage Loan Documentslost, (c) at no part time during the permitted contest shall there be a risk of the Leased Property nor any Rent therefrom shall be in any immediate danger imposition of sale, forfeiture, attachment civil or losscriminal liability or penalty on Landlord for failure to comply therewith, and (d) Tenant hereby indemnifies and holds harmless Landlord from and against shall satisfy any cost, claim, damage, penalty or reasonable expense, including reasonable attorneys’ fees, incurred by Landlord in connection therewith or as a result thereof Landlord agrees Legal Requirements incident to join in any such proceedings if required legally to prosecute such contest, provided that Landlord shall not thereby be subjected to any liability therefore (including, without limitationif required, for that the payment of Taxes be paid in full or a Lien be bonded with the applicable court before being contested. Tenant shall promptly pay any costs judgments or decrees entered against Tenant or the Leased Property, and all fees or expenses incurred by Tenant in connection with such contest. Promptly after the final determination of such contest, Tenant shall fully pay and discharge any amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith) unless Tenant agrees to assume and indemnify Landlord with respect to the same. , whether technically assessed against Tenant or Manager, as applicable, shall be entitled to any refund of any Claims and such charges and penalties or interest thereon which have been paid by Tenant or paid by Landlord to the extent that Landlord has been reimbursed by Tenant. If Tenant shall fail (e) to pay or cause to be paid any Claims when finally determined, (f) to provide reasonable security therefore, or (g) to prosecute or cause to be prosecuted any such contest diligently and in good faith, Landlord may, upon Notice to Tenant, pay such chargesLandlord, together with interest any penalties, costs, fines, interest, fees and penalties due with respect theretoexpenses thereof or in connection therewith, and Tenant shall reimburse Landlord thereforeperform all acts the performance of which shall be ordered or decreed because of the final determination of such contest, upon demand, as Additional Chargeswhich obligations shall survive the end of the Term.

Right to Contest. TenantXxnant, or Manager at Tenant’s directionits sole cost, shall have the right at any time to seek a reduction in the assessed valuation of the Premises and the Common Area or to contest the amount or validity of any Imposition, Legal Requirement, Insurance Requirement, Environmental Obligation, Lien, attachment, levy, encumbrance, charge or claim (collectively, “Claims”) as to the Leased Property, by appropriate legal proceedings, conducted in good faith and with due diligence, provided Real Estate Taxes that (a) the foregoing shall in no way be construed as relieving, modifying or extending Tenant’s obligation to pay any Claims required hereunder are to be paid by Tenant as finally determined, (b) such contest shall not cause Landlord or Tenant to be in default under any Mortgage Loan Documents, deed of trust or other agreement encumbering the Leased Property or any part thereof and Tenant or Manager shall not contest any requirement set forth in the Mortgage Loan Documents, (c) no part of the Leased Property nor any Rent therefrom shall be in any immediate danger of sale, forfeiture, attachment or loss, and (d) Tenant hereby indemnifies and holds harmless Landlord from and against any cost, claim, damage, penalty or reasonable expense, including reasonable attorneys’ fees, incurred by Landlord in connection therewith or as a result thereof Landlord agrees to join in any such proceedings if required legally to prosecute such contest, provided that Landlord shall not thereby be subjected to any liability therefore (including, without limitation, for the payment of any costs or expenses in connection therewith) unless Tenant agrees to assume and indemnify Landlord with respect to the same. Tenant or Manager, as applicable, shall be entitled to any refund of any Claims and such charges and penalties or interest thereon which have been paid by Tenant reimbursed or paid by Landlord to the extent that Landlord has been reimbursed by Tenant. If Tenant shall fail (e) seeks a reduction or contests the Real Estate Taxes, Tenant's failure to pay such taxes shall not constitute a default under this Lease as long as Tenant complies with the provisions of this paragraph. Landlord shall not be required to join in any proceeding or cause contest brought by Tenant, unless the provisions of any law require that the proceeding or contest be brought by or in the name of Landlord or any owner of the Premises. In that case, Landlord shall join in the proceeding or contest, or permit it to be paid brought in Landlord's name, as long as Landlord is not required to bear any Claims when finally determinedcost. On final determination of the proceeding or contest, (f) Tenant shall immediately pay or discharge any decision or judgment rendered, together with all costs, charges, interests, and penalties incidental to provide reasonable security thereforethe decision or judgment. If, or (g) to prosecute or cause to be prosecuted any such contest diligently and in good faithafter Tenant has made a payment of Real Estate Taxes, Landlord mayreceives a refund of any portion of taxes on which such payment was based, upon Notice Landlord shall promptly pay Tenant's portion of the refund to Tenant. Landlord shall take such action as is reasonably requested by Tenant for the purpose of making payment to the tax collector, obtaining information and other data from the county or city tax assessor, and instituting and maintaining any proceeding or contest allowed under this paragraph with respect to all Real Estate Taxes in connection with the Premises. Notwithstanding the foregoing if Tenant elects not to pay such chargeswhen due an installment of taxes the amount of which is being contested, Tenant shall provide security satisfactory to Landlord's lender to assure that taxes as determined together with interest and penalties due with respect theretopenalties, if any, will be paid and Tenant that in no event shall reimburse Landlord thereforeany tax sale be permitted to occur, upon demand, as Additional Chargestaxes assessed to be paid under protest if necessary to prevent a tax sale.

Right to Contest. Tenant, at its expense, after notice to Landlord, may contest, by appropriate proceedings prosecuted diligently and in good faith, the validity or Manager at Tenant’s direction, shall have the right to contest the amount or validity applicability of any ImpositionApplicable Laws, Legal Requirementprovided that: (a) Landlord shall not be subject to civil or criminal penalty or to prosecution for a crime, Insurance Requirementnor shall the Premises or any part thereof be subject to being condemned or vacated, Environmental Obligationby reason of non-compliance or otherwise by reason of such contest; (b) if an adverse decision in such proceeding or the failure to pay any judgment resulting from such adverse decision could result in the imposition of any lien against the Premises, Lienthen before the commencement of such contest, attachmentTenant shall furnish to Landlord the bond of a surety company reasonably satisfactory to Landlord, levyor other deposit or security in each case in form, encumbrancesubstance and amount reasonably satisfactory to Landlord, charge and shall indemnify Landlord against the cost of such compliance and liability resulting from or claim incurred in connection with such contest or non-compliance (collectively, “Claims”including the costs and expenses in connection with such contest; (c) Tenant shall keep Landlord regularly advised as to the Leased Property, by appropriate legal status of such 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 Tenant’s obligation to pay any Claims required hereunder to be paid by Tenant as finally determined, (bd) such contest shall not cause Landlord or Tenant be prosecuted with diligence and in good faith to be in default under any Mortgage Loan Documentsfinal adjudication, deed of trust settlement, compliance or other agreement encumbering the Leased Property or any part thereof and Tenant or Manager shall not contest any requirement set forth in the Mortgage Loan Documents, (c) no part disposition of the Leased Property nor any Rent therefrom shall be in any immediate danger of sale, forfeiture, attachment or loss, and Applicable Laws so contested; (de) Tenant hereby indemnifies and holds harmless Landlord from and against any cost, claim, damage, penalty or reasonable expense, including reasonable attorneys’ fees, incurred by Landlord in connection therewith or as a result thereof Landlord agrees to join in any such proceedings if required legally to prosecute such contest, provided that Landlord shall not thereby be subjected to and any liability therefore disposition thereof (including, without limitation, for the payment cost of any costs or complying therewith and paying all interest, penalties, fines, liabilities, fees and expenses in connection therewith) unless Tenant agrees to assume and indemnify Landlord with respect to the same. Tenant or Manager, as applicable), shall be entitled to any refund at the sole cost of any Claims and such charges and penalties or interest thereon which have been shall be paid by Tenant; (1) promptly after disposition of the contest, Tenant or paid by Landlord shall comply with such Applicable Laws to the extent that Landlord has been reimbursed determined by Tenant. If Tenant shall fail (e) to pay or cause to be paid any Claims when finally determined, such contest; and (f) to provide reasonable security thereforeTenant shall comply with any Applicable Laws in accordance with the applicable provisions of this Lease if the Premises, or part thereof, shall be in danger of being forfeited or if Landlord is in danger of being subject to criminal liability or penalty, or civil liability, in connection with such contest. Landlord shall be deemed subject to prosecution for a crime if Landlord or any of its respective officers, directors, partners, shareholders, agents or employees is charged with a crime of any kind whatever unless such charge is withdrawn ten (g10) Business Days before such party is required to prosecute plead or cause to be prosecuted any such contest diligently and in good faith, Landlord may, upon Notice to Tenant, pay such charges, together with interest and penalties due with respect answer thereto, and Tenant shall reimburse Landlord therefore, upon demand, as Additional Charges.

Right to Contest. Tenant, or Manager at Tenant’s direction, Tenant shall have the right to contest the amount or validity validity, or to seek a refund, in whole or in part, of any Imposition, Legal Requirement, Insurance Requirement, Environmental Obligation, Lien, attachment, levy, encumbrance, Imposition or charge upon or claim (collectively, “Claims”) as to the Leased Property, by appropriate legal proceedings, conducted in good faith and with due diligence, provided that (a) the foregoing shall in no way be construed as relieving, modifying against all or extending Tenant’s obligation to pay any Claims required hereunder to be paid by Tenant as finally determined, (b) such contest shall not cause Landlord or Tenant to be in default under any Mortgage Loan Documents, deed of trust or other agreement encumbering the Leased Property or any part thereof and Tenant or Manager shall not contest any requirement set forth in the Mortgage Loan Documents, (c) no part of the Leased Property nor Premises, or the Improvements at any Rent therefrom time situated thereon by appropriate proceedings so long as such proceeding shall be have the effect of preventing the collection of the Imposition or charge so contested. In the event Tenant contests any taxes levied against the Leased Premises or Improvements, Tenant, to the extent required by applicable law, shall post adequate security or bond with the applicable governmental authority in an amount to cover any immediate danger payments contested and withheld by Tenant together with the estimated amount of sale, forfeiture, attachment or loss, all interest and (d) Tenant hereby indemnifies and holds harmless Landlord from and against any cost, claim, damage, penalty or reasonable expense, including reasonable attorneys’ fees, incurred by Landlord penalties in connection therewith and all charges that may or might be assessed against or become a charge on the Leased Premises in the proceedings. Upon the termination of such proceedings, Tenant shall pay the amount of such Imposition or part thereof as a result thereof Landlord agrees to join finally determined in such proceedings, the payment of which may have been deferred during the prosecution of such proceedings, together with any such proceedings if required legally to prosecute such contestcosts, provided that fees, interest, penalties or other liabilities in connection therewith. Landlord shall not thereby ultimately be subjected to any liability therefore (including, without limitation, for the payment of any costs or expenses in connection therewith) unless with any such proceeding, and Tenant agrees covenants to assume indemnify and indemnify hold harmless Landlord with respect to the samefrom any such costs or expenses. Tenant or Manager, as applicable, shall be entitled promptly to any refund of any Claims and such charges Imposition and penalties or interest thereon which that have been paid by Tenant Tenant, or that have been paid by Landlord to the extent that and for which Landlord has been reimbursed by Tenant. If Tenant shall fail (e) to pay or cause to be paid any Claims when finally determined, (f) to provide reasonable security therefore, or (g) to prosecute or cause to be prosecuted any such contest diligently and in good faith, Landlord may, upon Notice to Tenant, pay such charges, together with interest and penalties due with respect thereto, and Tenant shall reimburse Landlord therefore, upon demand, as Additional Chargesfully reimbursed.

Right to Contest. Tenant, or Manager at Tenant’s direction, Tenant shall have the right exclusive right, at its own expense, to contest the amount or validity validity, in whole or in part, of any Imposition, Legal Requirement, Insurance Requirement, Environmental Obligation, Lien, attachment, levy, encumbrance, charge or claim (collectively, “Claims”) as to the Leased Property, Imposition by appropriate legal proceedings, proceedings diligently conducted in good faith faith, but only after payment of such Imposition unless such payment would operate as a bar to such contest or in Tenant's reasonable determination interfere materially with the prosecution thereof, in which event payment of such Imposition shall be postponed if, and only so long as: (1) neither the Demised Premises nor any part thereof would by reason of such postponement or deferment be, in the reasonable judgment of Landlord, in immediate danger of being forfeited or lost; and (2) If requested by Landlord, Tenant shall have deposited with due diligenceLandlord the amount so contested and unpaid, provided together with all interest and penalties in connection therewith, and all charges that (a) may or might be assessed against or become a charge on the foregoing Premises or any part thereof in such proceedings. Upon the termination of any such proceedings, it shall in no way be construed as relieving, modifying or extending Tenant’s the obligation of Tenant to pay the amount of such Imposition, 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 Claims required hereunder costs, fees (including counsel fees), interest, penalties or other liabilities in connection therewith, and, upon such payment, Landlord shall return, with interest, any amount deposited with it with respect to such Imposition as aforesaid, provided, however, that Landlord shall, if requested by Tenant, disburse said moneys on deposit with it directly to the imposing authority to whom such Imposition is payable. If, at any time during the continuance of such proceedings, Landlord shall deem the amount deposited as aforesaid insufficient, Tenant shall, upon demand, make an additional deposit as aforesaid of such additional sums as Landlord may reasonably request, and upon failure of Tenant so to do, the amount theretofore deposited may be applied by Landlord to the payment, removal and discharge of such Imposition, and the interest and penalties in connection therewith and any costs, fees (including counsel fees) or other liability accruing in any such proceedings, and the balance, if any, shall be returned to Tenant and the deficiency, if any, shall be paid by Tenant as finally determined, (b) such contest shall not cause to Landlord or Tenant to be in default under any Mortgage Loan Documents, deed of trust or other agreement encumbering the Leased Property or any part thereof and Tenant or Manager shall not contest any requirement set forth in the Mortgage Loan Documents, (c) no part of the Leased Property nor any Rent therefrom shall be in any immediate danger of sale, forfeiture, attachment or loss, and (d) Tenant hereby indemnifies and holds harmless Landlord from and against any cost, claim, damage, penalty or reasonable expense, including reasonable attorneys’ fees, incurred by Landlord in connection therewith or as a result thereof Landlord agrees to join in any such proceedings if required legally to prosecute such contest, provided that Landlord shall not thereby be subjected to any liability therefore (including, without limitation, for the payment of any costs or expenses in connection therewith) unless Tenant agrees to assume and indemnify Landlord with respect to the same. Tenant or Manager, as applicable, shall be entitled to any refund of any Claims and such charges and penalties or interest thereon which have been paid by Tenant or paid by Landlord to the extent that Landlord has been reimbursed by Tenant. If Tenant shall fail (e) to pay or cause to be paid any Claims when finally determined, (f) to provide reasonable security therefore, or (g) to prosecute or cause to be prosecuted any such contest diligently and in good faith, Landlord may, upon Notice to Tenant, pay such charges, together with interest and penalties due with respect thereto, and Tenant shall reimburse Landlord therefore, upon on demand, as Additional Charges.

Right to Contest. TenantWithin 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 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 Manager at Tenant’s directioncause to be contested (in the case of any item involving more than $10,000, after prior written notice to Lessor, which shall have the right be given within fifteen (15) days of Lessee's determination to contest the amount or validity of any Imposition, Legal Requirement, Insurance Requirement, Environmental Obligation, Lien, attachment, levy, encumbrance, charge or claim (collectively, “Claims”) matter as to the Leased Propertypermitted herein), 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 any above-described item or extending Tenant’s obligation to pay any Claims required hereunder to be paid by Tenant as finally determined, (b) such contest shall not cause Landlord or Tenant to be in default under any Mortgage Loan Documents, deed of trust or other agreement encumbering the Leased Property or any part thereof and Tenant or Manager shall not contest any requirement set forth in the Mortgage Loan Documents, (c) no part of the Leased Property nor any Rent therefrom shall be in any immediate danger of sale, forfeiture, attachment or loss, and (d) Tenant hereby indemnifies and holds harmless Landlord from and against any cost, claim, damage, penalty or reasonable expense, including reasonable attorneys’ fees, incurred by Landlord in connection therewith or as a result thereof Landlord agrees to join in any such proceedings if required legally to prosecute such contest, provided that Landlord shall not thereby be subjected to any liability therefore (including, without limitation, for the payment of any costs or expenses in connection therewith) unless Tenant agrees to assume and indemnify Landlord with respect to the same. Tenant or Manager, as applicable, shall be entitled to any refund of any Claims and such charges and penalties or interest thereon which have been paid by Tenant or paid by Landlord to the extent that Landlord has been reimbursed by Tenant. If Tenant shall fail (e) to pay or cause to be paid any Claims when finally determined, (f) to provide reasonable security therefore, or (g) to prosecute or cause to be prosecuted any such contest diligently and in good faith, Landlord may, upon Notice to Tenant, pay such charges, together with interest and penalties due lien with respect thereto, 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 Tenant 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 reimburse Landlord thereforepromptly 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, upon demandit 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, as Additional Chargesthe 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. TenantAfter prior written notice to Lender, or Manager Borrower, at Tenant’s directionits own expense, shall have the right to 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 Impositionof the Taxes or Other Charges, Legal Requirementprovided 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, Insurance Requirementor 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 thereunder; (iv) if Borrower has not paid the disputed amounts in full under protest, Environmental ObligationBorrower shall deposit with Lender cash (or other security as may be approved, Lien, attachment, levy, encumbrance, charge or claim (collectively, “Claims”) as to the Leased Propertyin writing, by appropriate legal proceedingsLender) in an amount Lender deems sufficient to insure the payment of any such Taxes or Other Charges together with interest and penalties thereon, conducted in good faith and with due diligenceif any, provided that after a Securitization, one hundred twenty-five percent (a125%) of the foregoing 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 no way be construed as relievingconnection therewith. Lender may pay over any security held by Lender pursuant to this Section to the claimant entitled thereto at any time when, modifying or extending Tenantin Lender’s obligation judgment, the entitlement of such claimant is established, and, to the extent the security posted by Borrower with Lender is insufficient to pay any Claims required hereunder to be paid by Tenant as finally determined, (b) such contest shall not cause Landlord or Tenant to be in default under any Mortgage Loan Documents, deed of trust or other agreement encumbering the Leased Property or any part thereof and Tenant or Manager shall not contest any requirement set forth in the Mortgage Loan Documents, (c) no part of the Leased Property nor any Rent therefrom shall be in any immediate danger of sale, forfeiture, attachment or loss, and (d) Tenant hereby indemnifies and holds harmless Landlord from and against any cost, claim, damage, penalty or reasonable expense, including reasonable attorneys’ fees, incurred by Landlord in connection therewith or as a result thereof Landlord agrees to join in any such proceedings if required legally to prosecute such contest, provided that Landlord shall not thereby be subjected to any liability therefore full amount due (including, without limitation, for the payment of any costs or expenses in connection therewith) unless Tenant agrees to assume and indemnify Landlord with respect to the same. Tenant or Manager, as applicable, shall be entitled to any refund of any Claims and such charges and penalties or interest thereon thereon), Borrower shall be liable for the deficiency. If Lender pays the deficiency (which have been Lender shall not be obligated to do), the amount paid by Tenant or Lender shall be added to principal, shall bear interest at the Default Rate until paid in full and payment of such amounts shall be secured by Landlord the Security Instrument and other collateral given to secure the extent that Landlord has been reimbursed by Tenant. If Tenant shall fail (e) to pay or cause to be paid any Claims when finally determined, (f) to provide reasonable security therefore, or (g) to prosecute or cause to be prosecuted any such contest diligently and in good faith, Landlord may, upon Notice to Tenant, pay such charges, together with interest and penalties due with respect thereto, and Tenant shall reimburse Landlord therefore, upon demand, as Additional ChargesLoan.

Right to Contest. Tenant, or Manager at Tenant’s direction, shall have the right to Tenant may contest the validity or amount or validity of any Imposition, Legal Requirement, Insurance Requirement, Environmental Obligation, Lien, attachment, levy, encumbrance, charge or claim (collectively, “Claims”) as to the Leased Property, by appropriate legal 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 Tenant’s obligation to pay any Claims required hereunder Tax agreed to be paid by Tenant as finally determined, (b) such contest shall not cause Landlord or Tenant to be in default under and/or any Mortgage Loan Documents, deed of trust or other agreement encumbering the Leased Property or any part thereof and Tenant or Manager shall not contest any requirement set forth in the Mortgage Loan Documents, (c) no part assessed valuation of the Leased Property nor Premises and the Improvements located thereon and may thereupon defer the payment of any Rent Tax so long as the validity or amount thereof shall be contested by Tenant by appropriate Action or Proceedings without expense or Liability to Landlord. Should Tenant be unsuccessful in any such Action or Proceeding, such Taxes and any interest and/or penalties resulting therefrom shall be immediately discharged by Tenant, and Tenant shall indemnify, defend and hold Landlord harmless from all Losses that may result from Tenant’s Action or Proceeding. Landlord shall not be required to join in any immediate danger Action of saleProceeding brought by Tenant unless the provisions of any Law requires that the Action or Proceeding be brought by or in the name of Landlord or any owner of the Premises. In such event, forfeitureLandlord shall join in the Action or Proceeding or permit the Action or Proceeding to be brought in Landlord’s name provided there is no cost to Landlord. Landlord hereby irrevocably appoints Tenant as Landlord’s attorney in fact for the purpose of conducting any such Action or Proceeding and for obtaining information and material necessary for the conduct of such Action or Proceeding. Prior to the commencement of any such Action or Proceeding, attachment or lossTenant shall furnish Landlord a surety bond by an insurance company qualified to do business in the State of Nevada in an amount equal to one and one-half times the total amount of Taxes in dispute. The bond shall hold Landlord and the Premises harmless from all Taxes, and (d) Tenant hereby indemnifies and holds harmless Landlord from and against any costcosts, claim, damage, penalty or reasonable expense, including reasonable attorneys’ fees, incurred by Landlord in connection therewith and Loss arising out of the Action or as a result thereof Landlord agrees to join in any such proceedings if required legally to prosecute such contest, provided that Landlord Proceeding and shall not thereby be subjected to any liability therefore (including, without limitation, for the insure payment of any costs or expenses in connection therewith) unless Tenant agrees to assume and indemnify Landlord with respect to the same. Tenant or Manager, as applicable, shall Order that may be entitled to any refund of any Claims and such charges and penalties or interest thereon which have been paid by Tenant or paid by Landlord to the extent that Landlord has been reimbursed by Tenant. If Tenant shall fail (e) to pay or cause to be paid any Claims when finally determined, (f) to provide reasonable security therefore, or (g) to prosecute or cause to be prosecuted any such contest diligently and in good faith, Landlord may, upon Notice to Tenant, pay such charges, together with interest and penalties due with respect thereto, and Tenant shall reimburse Landlord therefore, upon demand, as Additional Chargesrendered.

Right to Contest. Tenant, or Manager at Tenant’s directionits expense, shall have the right after notice to contest the amount or validity of any ImpositionLandlord, Legal Requirement, Insurance Requirement, Environmental Obligation, Lien, attachment, levy, encumbrance, charge or claim (collectively, “Claims”) as to the Leased Propertymay contest, by appropriate legal proceedings, conducted proceedings prosecuted diligently and in good faith and with due diligencefaith, the validity or applicability of any Applicable Laws, provided that that: (a) Landlord will not be subject to civil or criminal penalty or to prosecution for a crime, nor will the foregoing shall in no way be construed as relieving, modifying or extending Tenant’s obligation to pay any Claims required hereunder to be paid by Tenant as finally determined, (b) such contest shall not cause Landlord or Tenant to be in default under any Mortgage Loan Documents, deed of trust or other agreement encumbering the Leased Property Premises or any part thereof and Tenant be subject to being condemned or Manager shall not contest vacated, by reason of non-compliance or otherwise by reason of such contest; (b) if an adverse decision in such proceeding or the failure to pay any requirement set forth judgment resulting from such adverse decision could result in the Mortgage Loan Documentsimposition of any lien against the Premises, then before the commencement of such contest, Tenant will furnish to Landlord the bond of a surety company reasonably satisfactory to Landlord, or other deposit or security in each case in form, substance and amount reasonably satisfactory to Landlord, and will indemnify Landlord against the cost of such compliance and liability resulting from or incurred in connection with such contest or non-compliance (including the costs and expenses in connection with such contest; (c) no part Tenant will keep Landlord regularly advised as to the status of the Leased Property nor any Rent therefrom shall be in any immediate danger of sale, forfeiture, attachment or loss, and such proceedings; (d) Tenant hereby indemnifies such contest will be prosecuted with diligence and holds harmless Landlord from and against any costin good faith to final adjudication, claimsettlement, damage, penalty compliance or reasonable expense, including reasonable attorneys’ fees, incurred by Landlord in connection therewith or as a result thereof Landlord agrees to join in any such proceedings if required legally to prosecute other disposition of the Applicable Laws so contested; (e) such contest, provided that Landlord shall not thereby be subjected to and any liability therefore disposition thereof (including, without limitation, for the payment cost of any costs or complying therewith and paying all interest, penalties, fines, liabilities, fees and expenses in connection therewith) unless Tenant agrees to assume ), will be at the sole cost of and indemnify Landlord with respect to the same. Tenant or Manager, as applicable, shall will be entitled to any refund of any Claims and such charges and penalties or interest thereon which have been paid by Tenant; (f) promptly after disposition of the contest, Tenant or paid by Landlord will comply with such Applicable Laws to the extent that Landlord has been reimbursed determined by Tenant. If such contest; and (g ) Tenant shall fail (e) to pay or cause to be paid will comply with any Claims when finally determined, (f) to provide reasonable security thereforeApplicable Laws in accordance with the applicable provisions of this Lease if the Premises, or (g) part thereof, will be in danger of being forfeited or if Landlord is in danger of being subject to prosecute criminal liability or cause penalty, or civil liability, in connection with such contest. Landlord will be deemed subject to be prosecuted prosecution for a crime if Landlord or any of its respective officers, directors, partners, shareholders, agents, or employees is charged with a crime of any kind whatever unless such contest diligently and in good faith, Landlord may, upon Notice charge is withdrawn ten Business Days before such party is required to Tenant, pay such charges, together with interest and penalties due with respect plead or answer thereto, and Tenant shall reimburse Landlord therefore, upon demand, as Additional Charges.

Right to Contest. TenantTenant may contest, or Manager at Tenant’s direction, shall have the right to contest the amount or validity of any Imposition, Legal Requirement, Insurance Requirement, Environmental Obligation, Lien, attachment, levy, encumbrance, charge or claim (collectively, “Claims”) as to the Leased Propertyin good faith, by appropriate legal proceedings, conducted in good faith and with due diligence, proceedings at its own expense any Real Estate Taxes provided that (a) Tenant shall first have paid such Real Estate Taxes or, if the foregoing payment of such Real Estate Taxes is to be postponed during the pendency of such contest, Tenant shall in no way have furnished Landlord with such additional sums as may reasonably be construed as relievingrequired to pay interest or penalties accrued or to accrue on any such Real Estate Taxes and shall indemnify and hold Landlord harmless from any loss resulting from the failure to timely pay such Real Estate Taxes. Nothing contained herein, modifying or extending Tenant’s however, shall release Tenant of the obligation to pay any Claims required hereunder and discharge contested Real Estate Taxes as finally adjudicated, with interest and penalties, and all other charges directed to be paid in or by any such adjudication. Any such contest or legal proceeding shall be commenced by Tenant as finally determinedwith due promptness after the imposition of any contested Real Estate Taxes and shall be prosecuted to final adjudication with all reasonable promptness and dispatch; provided, (b) however, that Tenant may in its discretion consolidate any proceeding to obtain a reduction in the assessed valuation of the Premises for tax purposes relating to any tax year with any similar proceeding or proceedings relating to one or more other tax years. Notwithstanding anything contained in this Section 6.5, Tenant shall pay all such contest shall not cause Landlord or Tenant to be in default under any Mortgage Loan Documents, deed of trust or other agreement encumbering contested Real Estate Taxes before the Leased Property time when the Premises or any part thereof and Tenant might be subject to lien or Manager shall not contest any requirement set forth in the Mortgage Loan Documents, (c) no part of the Leased Property nor any Rent therefrom shall be in any immediate danger of sale, forfeiture, attachment or loss, and (d) Tenant hereby indemnifies and holds harmless Landlord from and against any cost, claim, damage, penalty or reasonable expense, including reasonable attorneys’ fees, incurred by Landlord in connection therewith or forfeited as a result thereof of nonpayment. Landlord agrees shall, at no out-of-pocket cost to Landlord, join in any proceedings referred to above and hereby agrees that the same may be brought in its name, if the provisions of any law, rule or regulation at the time in effect shall so require. Tenant shall indemnify and save Landlord harmless from any liabilities, losses, or out of pocket expenses (including reasonable attorneys fees) in connection with any such proceedings if required legally in which Landlord shall join or permit to prosecute be brought in its name or any such contest, provided that Landlord shall not thereby be subjected . Prior to any liability therefore (including, without limitation, for the payment distribution of any costs or expenses in connection therewith) unless refund, Tenant agrees to assume and indemnify Landlord with respect to the same. Tenant or Manager, as applicable, shall be entitled to recover its reasonable, out of pocket costs incurred in contesting taxes. Prior to distribution of any refund, Tenant shall thereafter be entitled to any remaining refund of any Claims Real Estate Taxes, and such charges and all penalties or interest thereon received by Landlord which shall have been paid by Tenant Tenant, or which shall have been paid by Landlord to the extent that Landlord has been but previously reimbursed in full by Tenant. If Tenant The terms of this Section 6.5 shall fail (e) to pay survive the expiration or cause to be paid any Claims when finally determined, (f) to provide reasonable security therefore, or (g) to prosecute or cause to be prosecuted any such contest diligently and in good faith, Landlord may, upon Notice to Tenant, pay such charges, together with interest and penalties due with respect thereto, and Tenant shall reimburse Landlord therefore, upon demand, as Additional Chargessooner termination of this Lease.

Right to Contest. Tenant, or Manager at Tenant’s directionits expense, shall have the right after notice to contest the amount or validity of any ImpositionLandlord, Legal Requirement, Insurance Requirement, Environmental Obligation, Lien, attachment, levy, encumbrance, charge or claim (collectively, “Claims”) as to the Leased Propertymay contest, by appropriate legal proceedings, conducted proceedings prosecuted diligently and in good faith and with due diligencefaith, the validity or applicability of any Applicable Laws, provided that that: (a) Landlord will not be subject to civil or criminal penalty or to prosecution for a crime, nor will the foregoing shall in no way be construed as relieving, modifying or extending Tenant’s obligation to pay any Claims required hereunder to be paid by Tenant as finally determined, (b) such contest shall not cause Landlord or Tenant to be in default under any Mortgage Loan Documents, deed of trust or other agreement encumbering the Leased Property Premises or any part thereof and Tenant be subject to being condemned or Manager shall not contest vacated, by reason of non-compliance or otherwise by reason of such contest; (b) if an adverse decision in such proceeding or the failure to pay any requirement set forth judgment resulting from such adverse decision could result in the Mortgage Loan Documentsimposition of any lien against the Premises, then before the commencement of such contest, Tenant will furnish to Landlord the bond of a surety company reasonably satisfactory to Landlord, or other deposit or security in each case in form, substance and amount reasonably satisfactory to Landlord, and will indemnify Landlord against the cost of such compliance and liability resulting from or incurred in connection with such contest or non-compliance (including the costs and expenses in connection with such contest; (c) no part Tenant will keep Landlord regularly advised as to the status of the Leased Property nor any Rent therefrom shall be in any immediate danger of sale, forfeiture, attachment or loss, and such proceedings; (d) Tenant hereby indemnifies such contest will be prosecuted with diligence and holds harmless Landlord from and against any costin good faith to final adjudication, claimsettlement, damage, penalty compliance or reasonable expense, including reasonable attorneys’ fees, incurred by Landlord in connection therewith or as a result thereof Landlord agrees to join in any such proceedings if required legally to prosecute other disposition of the Applicable Laws so contested; (e) such contest, provided that Landlord shall not thereby be subjected to and any liability therefore disposition thereof (including, without limitation, for the payment cost of any costs or complying therewith and paying all interest, penalties, fines, liabilities, fees and expenses in connection therewith) unless Tenant agrees to assume ), will be at the sole cost of and indemnify Landlord with respect to the same. Tenant or Manager, as applicable, shall will be entitled to any refund of any Claims and such charges and penalties or interest thereon which have been paid by Tenant; (1) promptly after disposition of the contest, Tenant or paid by Landlord will comply with such Applicable Laws to the extent that Landlord has been reimbursed determined by Tenant. If Tenant shall fail (e) to pay or cause to be paid any Claims when finally determined, such contest; and (f) to provide reasonable security thereforeTenant will comply with any Applicable Laws in accordance with the applicable provisions of this Lease if the Premises, or (g) part thereof, will be in danger of being forfeited or if Landlord is in danger of being subject to prosecute criminal liability or cause penalty, or civil liability, in connection with such contest. Landlord will be deemed subject to be prosecuted prosecution for a crime if Landlord or any of its respective officers, directors, partners, shareholders, agents, or employees is charged with a crime of any kind whatever unless such contest diligently and in good faith, Landlord may, upon Notice charge is withdrawn ten Business Days before such party is required to Tenant, pay such charges, together with interest and penalties due with respect plead or answer thereto, and Tenant shall reimburse Landlord therefore, upon demand, as Additional Charges.

Right to Contest. TenantWithin 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 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 (in accordance with Section 15.10) said xxxx to Lessee within fifteen (15) days of Lessor’s receipt thereof. Lessee may, at its own expense, contest or Manager at Tenant’s direction, shall have cause to be contested (in the right to contest the amount or validity case of any Impositionitem involving more than $10,000, Legal Requirement, Insurance Requirement, Environmental Obligation, Lien, attachment, levy, encumbrance, charge or claim (collectively, “Claims”) as after prior written notice to the Leased PropertyLessor), 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 relievingany above-described item or lien with respect thereto, modifying or extending Tenant’s obligation to pay any Claims required hereunder to be paid by Tenant as finally determined, (b) such contest shall not cause Landlord or Tenant to be in default under any Mortgage Loan Documents, deed of trust or other agreement encumbering the Leased Property or any part thereof and Tenant or Manager shall not contest any requirement set forth in the Mortgage Loan Documents, (c) no part of the Leased Property nor any Rent therefrom shall be in any immediate danger of sale, forfeiture, attachment or loss, and (d) Tenant hereby indemnifies and holds harmless Landlord from and against any cost, claim, damage, penalty or reasonable expense, including reasonable attorneys’ fees, incurred by Landlord in connection therewith or as a result thereof Landlord agrees to join in any such proceedings if required legally to prosecute such contest, provided that Landlord shall not thereby be subjected to any liability therefore (including, without limitation, for the amount or validity or application, in whole or in part, of any such item, provided that (i) neither the Property nor any interest therein would be in any danger of being sold, forfeited or lost by reason of such proceedings; (ii) 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; (iii) 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 (iv) 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 costs, fees (including attorneys’ fees and disbursements), interest, penalties or expenses other liabilities in connection therewith) unless Tenant agrees to assume and indemnify Landlord with respect to . Lessor shall at the same. Tenant request of Lessee, execute or Manager, as applicable, shall be entitled to any refund join in the execution of any Claims and such charges and penalties instruments or interest thereon which have been paid by Tenant or paid by Landlord to the extent that Landlord has been reimbursed by Tenant. If Tenant shall fail (e) to pay or cause to be paid any Claims when finally determined, (f) to provide reasonable security therefore, or (g) to prosecute or cause to be prosecuted any documents necessary in connection with such contest diligently and in good faithor proceedings, Landlord may, upon Notice to Tenant, pay such charges, together with interest and penalties due with respect thereto, and Tenant but Lessor shall reimburse Landlord therefore, upon demand, as Additional Chargesincur no cost or obligation thereby.

Right to Contest. Tenant, or Manager at Tenant’s directionits sole cost, shall have the right at any time to seek a reduction in the assessed valuation of the Premises and the Common Area or to contest the amount or validity of any Imposition, Legal Requirement, Insurance Requirement, Environmental Obligation, Lien, attachment, levy, encumbrance, charge or claim (collectively, “Claims”) as to the Leased Property, by appropriate legal proceedings, conducted in good faith and with due diligence, provided Real Estate Taxes that (a) the foregoing shall in no way be construed as relieving, modifying or extending Tenant’s obligation to pay any Claims required hereunder are to be paid by Tenant as finally determined, (b) such contest shall not cause Landlord or Tenant to be in default under any Mortgage Loan Documents, deed of trust or other agreement encumbering the Leased Property or any part thereof and Tenant or Manager shall not contest any requirement set forth in the Mortgage Loan Documents, (c) no part of the Leased Property nor any Rent therefrom shall be in any immediate danger of sale, forfeiture, attachment or loss, and (d) Tenant hereby indemnifies and holds harmless Landlord from and against any cost, claim, damage, penalty or reasonable expense, including reasonable attorneys’ fees, incurred by Landlord in connection therewith or as a result thereof Landlord agrees to join in any such proceedings if required legally to prosecute such contest, provided that Landlord shall not thereby be subjected to any liability therefore (including, without limitation, for the payment of any costs or expenses in connection therewith) unless Tenant agrees to assume and indemnify Landlord with respect to the same. Tenant or Manager, as applicable, shall be entitled to any refund of any Claims and such charges and penalties or interest thereon which have been paid by Tenant reimbursed or paid by Landlord to the extent that Landlord has been reimbursed by Tenant. If Tenant shall fail (e) seeks a reduction or contests the Real Estate Taxes, Tenant's failure to pay such taxes shall not constitute a default under this Lease as long as Tenant complies with the provisions of this paragraph. Landlord shall not be required to join in any proceeding or cause contest brought by Tenant, unless the provisions of any law require that the proceeding or contest be brought by or in the name of Landlord or any owner of the Premises. In that case, Landlord shall join in the proceeding or contest, or permit it to be paid brought in Landlord's name, as long as Landlord is not required to bear any Claims when finally determinedcost. On final determination of the proceeding or contest, (f) Tenant shall immediately pay or discharge any decision or judgment rendered, together with all costs, charges, interests, and penalties incidental to provide reasonable security thereforethe decision or judgment. If, or (g) to prosecute or cause to be prosecuted any such contest diligently and in good faithafter Tenant has made a payment of Real Estate Taxes, Landlord mayreceives a refund of any portion of taxes on which such payment was based, upon Notice Landlord shall promptly pay Tenant's portion of the refund to Tenant. Landlord shall take such action as is reasonably requested by Tenant for the purpose of making payment to the tax collector, obtaining information and other data from the county or city tax assessor, and instituting and maintaining any proceeding or contest allowed under this paragraph with respect to all Real Estate Taxes in connection with the Premises. Notwithstanding the foregoing if Tenant elects not to pay such chargeswhen due an installment of taxes the amount of which is being contested, Tenant shall provide security satisfactory to Landlord's lender to assure that taxes as determined together with interest and penalties due with respect theretopenalties, if any, will be paid and Tenant that in no event shall reimburse Landlord thereforeany tax sale be permitted to occur, upon demand, as Additional Chargestaxes assessed to be paid under protest if necessary to prevent a tax sale.

Right to Contest. TenantNotwithstanding any other provision of this Lease, or Manager at Tenant’s directionTenant shall not be required to comply with a determination by a Government Authority as required by Section 7 (such non-compliance referred to collectively as “Permitted Violations”), so long as Tenant shall have contest, in good faith, the right to contest the existence, amount or validity thereof, the amount of the damages caused thereby, or the extent of its or Landlord’s liability therefor by appropriate proceedings which shall operate during the pendency thereof to prevent or stay (i) the collection of, or other realization upon, the Permitted Violation so contested, (ii) the sale, forfeiture or loss of any Imposition, Legal Requirement, Insurance Requirement, Environmental Obligation, Lien, attachment, levy, encumbrance, charge of the Premises or claim (collectively, “Claims”) as any Rent to the Leased Property, by appropriate legal proceedings, conducted in good faith and with due diligence, provided that (a) the foregoing shall in no way be construed as relieving, modifying satisfy or extending Tenant’s obligation to pay any Claims required hereunder to be paid damages caused by Tenant as finally determinedany Permitted Violation, (biii) such contest shall not cause Landlord any interference with the use or Tenant to be in default under occupancy of any Mortgage Loan Documents, deed of trust or other agreement encumbering the Leased Property or any part thereof and Tenant or Manager shall not contest any requirement set forth in the Mortgage Loan DocumentsPremises, (civ) no part of the Leased Property nor any Rent therefrom shall be in any immediate danger of sale, forfeiture, attachment or loss, and (d) Tenant hereby indemnifies and holds harmless Landlord from and against any cost, claim, damage, penalty or reasonable expense, including reasonable attorneys’ fees, incurred by Landlord in connection therewith or as a result thereof Landlord agrees to join in any such proceedings if required legally to prosecute such contest, provided that Landlord shall not thereby be subjected to any liability therefore (including, without limitation, for interference with the payment of any Rent, or (v) the cancellation or increase in the rate of any insurance policy or a statement by the carrier that coverage will be denied. Each such contest shall be promptly and diligently prosecuted by Tenant to a final conclusion, except that Tenant, so long as the conditions of this Section 40(n) are at all times complied with, has the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay any and all losses, judgments, decrees and costs reasonably incurred in connection with any such contest and shall, promptly after the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or expenses imposed or be determined to be payable therein or in connection therewith) unless Tenant agrees to assume , together with all penalties, fines, interest and indemnify Landlord with respect to costs thereof or in connection therewith, and perform all acts the same. Tenant or Manager, as applicable, performance of which shall be entitled to any refund of any Claims and ordered or decreed as a result thereof. No such charges and penalties or interest thereon which have been paid by Tenant or paid by contest shall (1) subject Landlord to the extent that Landlord has been reimbursed by Tenant. If Tenant shall fail (e) to pay risk of any civil or cause to be paid any Claims when finally determined, (f) to provide reasonable security therefore, criminal liability or (g2) to prosecute result in the imposition of any liens against the Property or cause to be prosecuted (3) impose any such contest diligently and in good faithfines, Landlord may, upon Notice to Tenant, pay such charges, together with interest and penalties due with respect thereto, and Tenant shall reimburse Landlord therefore, upon demand, as Additional Chargescharges or other fees or costs on Landlord.

Right to Contest. Tenant, or Manager at Tenant’s direction, shall have the right If Tenant desires to contest any tax, assessment or the amount or validity of any Impositiontax and gives Landlord written notice of this intention, Legal Requirement, Insurance Requirement, Environmental Obligation, Lien, attachment, levy, encumbrance, charge then Tenant may contest the assessment or claim (collectively, “Claims”) as to the Leased Property, by appropriate legal proceedings, conducted tax without being in good faith and with due diligencedefault hereunder, provided that, unless Tenant has paid such tax or assessment under protest, Tenant shall furnish to Landlord (i) proof satisfactory to Landlord that (a) the foregoing shall in no way such protest or contest may be construed as relieving, modifying or extending Tenant’s obligation to pay any Claims required hereunder to be paid by Tenant as finally determined, (b) such contest shall not cause Landlord or Tenant to be in default maintained without payment under any Mortgage Loan Documents, deed of trust or other agreement encumbering the Leased Property or any part thereof and Tenant or Manager shall not contest any requirement set forth in the Mortgage Loan Documents, (c) no part of the Leased Property nor any Rent therefrom shall be in any immediate danger of sale, forfeiture, attachment or lossprotest, and (dii) Tenant hereby indemnifies a surety bond or other security reasonably satisfactory to Landlord securing the payment of such contested item or items and holds harmless Landlord from and against any cost, claim, damageall interest, penalty and cost in connection therewith upon the final determination of such contest or review. Landlord shall, if it determines it is reasonable expenseto do so, and if so requested by Tenant, join in any proceeding for contest or review of such taxes or assessments, but the reasonable cost of such joinder in the proceedings (including reasonable all costs, expenses, and attorneys’ fees, incurred fees reasonably sustained by Landlord in connection therewith therewith) shall be borne by Tenant and payable within fifteen (15) days after written demand by Landlord. Any amount already paid by Tenant and subsequently recovered as the result of such contest or as a result thereof review shall be for the account of Tenant. Tenant shall indemnify, defend and hold Landlord agrees to join in any such proceedings if required legally to prosecute such contest, provided that Landlord shall not thereby be subjected to any liability therefore harmless from all actions (including, without limitation, for the payment remedial or enforcement actions of any costs kind, and administrative or judicial proceedings and orders or judgments), reasonable costs, claims, damages, expenses (including, reasonable and out-of-pocket attorneys’, consultants’ and experts’ fees, and court costs) amounts paid in connection therewith) unless Tenant agrees to assume settlement, fines, forfeitures or other civil, administrative or criminal penalties, injunctive or other relief, liabilities or losses arising from a breach of this covenant and indemnify Landlord with respect to the same. Tenant representation or Manager, as applicable, shall be entitled to any refund of any Claims and such charges and penalties or interest thereon which have been paid action by Tenant and its agents and employees or paid by Landlord any Tenant actions to the extent that Landlord has been reimbursed by Tenant. If Tenant shall fail (e) to pay contest or cause to be paid review any Claims when finally determinedassessed valuation, (f) to provide reasonable security thereforereal estate tax, or (g) to prosecute or cause to be prosecuted any such contest diligently and in good faith, Landlord may, upon Notice to Tenant, pay such charges, together with interest and penalties due with respect thereto, and Tenant shall reimburse Landlord therefore, upon demand, as Additional Chargesassessment.

Right to Contest. Tenant, or Manager at Tenant’s directionits expense, shall have the right after prior written notice to contest the amount or validity of any ImpositionLandlord, Legal Requirement, Insurance Requirement, Environmental Obligation, Lien, attachment, levy, encumbrance, charge or claim (collectively, “Claims”) as to the Leased Propertymay contest, by appropriate legal proceedings, proceedings conducted in good faith and with due diligence, any applicable law with which Tenant is required to comply pursuant to this Lease or any lien, encumbrance or charge allegedly incurred by Tenant and not permitted by this Lease, provided that (ai) the foregoing commencement of such proceedings shall in no way be construed as relieving, modifying suspend the enforcement or extending Tenant’s obligation to pay any Claims required hereunder to be paid by Tenant as finally determinedcollection thereof against or from Landlord and against or from the Building, (bii) neither the Building nor any rent therefrom nor any part thereof or interest therein would be in any danger of being sold, forfeited, attached or lost, (iii) such contest is permitted under the terms of any mortgage or deed of trust encumbering the Building, (iv) Tenant shall have furnished such security, if any, as may be reasonably required by Landlord and the holder of any mortgage (or beneficiary under a deed of trust) encumbering the Building in connection with the proceedings, and (v) if such contest be finally resolved against Tenant, Tenant shall promptly pay the amount required to be paid, together with all interest and penalties accrued thereon Landlord, at Tenant’s expense, shall execute and deliver to Tenant such authorizations and other documents as reasonably may be required in any such contest. Tenant shall not cause Landlord or Tenant to be in default under hereunder in respect to the compliance with any Mortgage Loan Documentsapplicable law with which Tenant is obligated to comply or in respect to the payment of any lien, deed encumbrance or charge not permitted by this Lease which Tenant is in good faith contesting; provided that the requirements of trust or other agreement encumbering this Section have been satisfied. Tenant, at Tenant’s expense, with the Leased Property or any part thereof and Tenant or Manager prior written consent of Landlord which shall not be unreasonably withheld, may contest the real estate tax assessment on the Building. Landlord agrees to cooperate reasonably with Tenant in connection with any requirement set forth in the Mortgage Loan Documents, (c) no part of the Leased Property nor such real estate tax assessment contest; provided that Tenant shall reimburse Landlord on demand for any Rent therefrom shall be in any immediate danger of sale, forfeiture, attachment or loss, and (d) Tenant hereby indemnifies and holds harmless Landlord from and against any cost, claim, damage, penalty or reasonable expense, including reasonable attorneys’ fees, expenses incurred by Landlord in connection therewith or as a result thereof Landlord agrees to join in any such proceedings if required legally to prosecute such contest, provided that Landlord shall not thereby be subjected to any liability therefore (including, without limitation, for the payment of any costs or expenses in connection therewith) unless Tenant agrees to assume and indemnify Landlord with respect to the same. Tenant or Manager, as applicable, shall be entitled to any refund of any Claims and such charges and penalties or interest thereon which have been paid by Tenant or paid by Landlord to the extent that Landlord has been reimbursed by Tenant. If Tenant shall fail (e) to pay or cause to be paid any Claims when finally determined, (f) to provide reasonable security therefore, or (g) to prosecute or cause to be prosecuted any such contest diligently and in good faith, Landlord may, upon Notice to Tenant, pay such charges, together with interest and penalties due with respect thereto, and Tenant shall reimburse Landlord therefore, upon demand, as Additional Charges.

Right to Contest. TenantAfter prior written notice to Lender, or Manager Borrower, at Tenant’s directionits own expense, shall have the right to 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 Impositionof the Taxes or Other Charges, Legal Requirementprovided 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, Insurance Requirementor 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 thereunder; (iv) if Borrower has not paid the disputed amounts in full under protest, Environmental ObligationBorrower shall deposit with Lender cash (or other security as may be approved, Lien, attachment, levy, encumbrance, charge or claim (collectively, “Claims”) as to the Leased Propertyin writing, by appropriate legal proceedingsLender) in an amount Lender deems sufficient to insure the payment of any such Taxes or Other Charges together with interest and penalties thereon, conducted in good faith and with due diligenceif any, provided that after a Securitization, one hundred ten percent (a110%) of the foregoing 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 no way be construed as relievingconnection therewith. Lender may pay over any security held by Lender pursuant to this Section to the claimant entitled thereto at any time when, modifying or extending Tenantin Lender’s obligation judgment, the entitlement of such claimant is established, and, to the extent the security posted by Borrower with Lender is insufficient to pay any Claims required hereunder to be paid by Tenant as finally determined, (b) such contest shall not cause Landlord or Tenant to be in default under any Mortgage Loan Documents, deed of trust or other agreement encumbering the Leased Property or any part thereof and Tenant or Manager shall not contest any requirement set forth in the Mortgage Loan Documents, (c) no part of the Leased Property nor any Rent therefrom shall be in any immediate danger of sale, forfeiture, attachment or loss, and (d) Tenant hereby indemnifies and holds harmless Landlord from and against any cost, claim, damage, penalty or reasonable expense, including reasonable attorneys’ fees, incurred by Landlord in connection therewith or as a result thereof Landlord agrees to join in any such proceedings if required legally to prosecute such contest, provided that Landlord shall not thereby be subjected to any liability therefore full amount due (including, without limitation, for the payment of any costs or expenses in connection therewith) unless Tenant agrees to assume and indemnify Landlord with respect to the same. Tenant or Manager, as applicable, shall be entitled to any refund of any Claims and such charges and penalties or interest thereon thereon), Borrower shall be liable for the deficiency. If Lender pays the deficiency (which have been Lender shall not be obligated to do), the amount paid by Tenant or Lender shall be added to principal, shall bear interest at the Default Rate until paid in full and payment of such amounts shall be secured by Landlord the Security Instrument and other collateral given to secure the extent that Landlord has been reimbursed by Tenant. If Tenant shall fail (e) to pay or cause to be paid any Claims when finally determined, (f) to provide reasonable security therefore, or (g) to prosecute or cause to be prosecuted any such contest diligently and in good faith, Landlord may, upon Notice to Tenant, pay such charges, together with interest and penalties due with respect thereto, and Tenant shall reimburse Landlord therefore, upon demand, as Additional ChargesLoan.