Common use of CEC Clause in Contracts

CEC. CEC shall be entitled to contest, compromise and settle any adjustment that is proposed, asserted or assessed pursuant to any Tax Proceeding with respect to any Tax Return it is responsible for preparing pursuant to Article II, provided that to the extent that such Tax Proceeding relates to REIT Taxes or would reasonably be expected to materially adversely affect the Tax position of any REIT Entity for any Post-Distribution Period, CEC shall (i) keep the REIT informed in a timely manner of the material actions proposed to be taken by CEC with respect to such Tax Proceeding, (ii) permit the REIT at its own expense to participate in the aspects of such Tax Proceeding that relate to REIT Taxes and (iii) not settle any aspect of such Tax Proceeding that relates to REIT Taxes, or pay any REIT Taxes, without the prior written consent of the REIT, which shall not be unreasonably withheld, delayed or conditioned and provided further that the REIT’s rights and CEC’s obligations set forth above shall not apply if and to the extent that CEC elects in writing to forgo its right to indemnification in respect of the REIT Taxes that are the subject of such Tax Proceeding.

CEC. CEC shall be entitled to contest, compromise and settle any adjustment that is proposed, asserted or assessed pursuant to any Tax Proceeding with respect to any Tax Return it is responsible for preparing pursuant to Article II, provided that to the extent that such Tax Proceeding relates to REIT Taxes or would reasonably be expected to materially adversely affect the Tax position of any REIT Entity for any Post-Distribution Period, CEC shall shall (i) keep the REIT informed in a timely manner of the material actions proposed to be taken by CEC with respect to such Tax Proceeding, (ii) permit the REIT at its own expense to participate in the aspects of such Tax Proceeding that relate to REIT Taxes and (iii) not settle any aspect of such Tax Proceeding that relates to REIT Taxes, or pay any REIT Taxes, without the prior written consent of the REIT, which shall not be unreasonably withheld, delayed or conditioned and provided further that the REIT’s rights and CEC’s obligations set forth above shall not apply if and to the extent that CEC elects in writing to forgo its right to indemnification in respect of the REIT Taxes that are the subject of such Tax Proceeding.