Common use of Lessee’s Right to Contest Clause in Contracts

Lessee’s Right to Contest. Upon request of Lessee, Lessor shall promptly send to Lessee copies of all notices of changes in assessment of the Premises or any portion thereof. Lessor, in its discretion (and without any obligation so to do), may timely protest the amount of any assessment or the amount of any Real Property Taxes, and Lessor shall credit to Lessee any refund or rebate of Real Property Taxes received by Lessor (net of Lessor's expenses in connection with the prosecution of any such protest) attributable to Real Property Taxes previously paid by Lessee as an item of Operating Expense. If, thirty (30) days after the written request of Lessee to do so, Lessor does not elect to protest the amount or any assessment of Real Property Taxes, then, provided no Event of Default shall then exist under this Lease, Lessee shall have the right to contest such amount by legal proceedings or in such manner as Lessee deems advisable, which proceedings or other actions taken by Lessee, if instituted, shall be conducted diligently on behalf of Lessor or any other entity entitled to legal standing to initiate such proceedings or other actions. Notwithstanding any such contest by Lessee, nothing contained herein shall relieve Lessee of its obligation to pay to Lessor Operating Expenses attributable to Real Property Taxes in accordance with Section 4.2 hereof during the pendency of such contest or proceeding. Lessor shall cooperate with Lessee in any such proceedings or other actions as may reasonably be required to enable Lessee to prosecute the same effectively, as long as Lessor is not required to bear any cost in connection therewith. If such proceedings or other actions result in a reduction in the amount of Real Property Taxes so imposed, any refund or rebate of Real Property Taxes payable to Lessor and attributable to amounts previously paid by Lessee as an item of Operating Expense shall be paid to Lessee.

Lessee’s Right to Contest. Upon request of Lessee, Unless Lessor shall promptly send elects to Lessee copies of all notices of changes in assessment of the Premises or any portion thereof. Lessor, in its discretion (and without any obligation so to do), may timely protest the amount of any assessment or the amount of contest any Real Property Taxes, Lessee may, upon the receipt of prior written approval of Lessor, such approval not to be unreasonably withheld, freely contest (including seeking an abatement or reduction of) any Real Property Taxes against the Premises and attempt to obtain a reduction in the assessed valuation of the Premises for the purpose of reducing any such tax assessment; provided, Lessee may also have the right to attempt to settle or compromise such contest through negotiations so long as Lessee’s contest is relative to taxes for a single year. Lessor shall credit be entitled to participate in any contest or negotiates intended to affect multiple tax years and Lessee shall not commence any such action or proceeding or reach any settlement without the prior written approval of Lessor which approval Lessor may withhold in its discretion. In the event Lessor approves, and upon the request of Lessee, but without expense or liability to Lessor (and at Lessee’s sole cost and expense), Lessor shall cooperate with Lessee and execute any document which may be reasonably necessary and proper for any proceeding related hereto. In the event a refund or rebate of Real Property Taxes received by is obtained and actually paid to Lessor, Lessor shall credit an appropriate portion thereof (net of Lessor's after deducting any unrecouped, out-of-pocket expenses or losses in connection with obtaining such refund) to the prosecution next installment(s) of any Fixed Rent. If such protest) attributable refund is received after the end of the Term and relates to Real Property Taxes previously paid by periods during the Term, Lessor shall remit such refund to Lessee as an item of Operating Expense. If, within thirty (30) days after receipt. Any rebate applicable to any portion of the written request of Lessee Term shall belong to do so, Lessee. In the event Lessor does not elect desires to protest the amount or contest any assessment of Real Property Taxes, thenLessee agrees to cooperate with Lessor and execute any document which may be reasonably necessary and proper for any such proceeding, provided at no Event cost to Lessee. This provision shall survive the expiration or other termination of Default shall then exist under this Lease, Lessee shall have the right to contest such amount by legal proceedings or in such manner as Lessee deems advisable, which proceedings or other actions taken by Lessee, if instituted, shall be conducted diligently on behalf of Lessor or any other entity entitled to legal standing to initiate such proceedings or other actions. Notwithstanding any such contest by Lessee, nothing contained herein shall relieve Lessee of its obligation to pay to Lessor Operating Expenses attributable to Real Property Taxes in accordance with Section 4.2 hereof during the pendency of such contest or proceeding. Lessor shall cooperate with Lessee in any such proceedings or other actions as may reasonably be required to enable Lessee to prosecute the same effectively, as long as Lessor is not required to bear any cost in connection therewith. If such proceedings or other actions result in a reduction in the amount of Real Property Taxes so imposed, any refund or rebate of Real Property Taxes payable to Lessor and attributable to amounts previously paid by Lessee as an item of Operating Expense shall be paid to Lessee.

Lessee’s Right to Contest. Upon request of Lessee, Unless Lessor shall promptly send elects to Lessee copies of all notices of changes in assessment of the Premises or any portion thereof. Lessor, in its discretion (and without any obligation so to do), may timely protest the amount of any assessment or the amount of contest any Real Property Taxes, and Lessor shall credit Lessee may, upon the receipt of prior written approval of Lessor, such approval not to Lessee be unreasonably withheld, contest any refund or rebate of Real Property Taxes received by Lessor (net against the Premises and attempt to obtain a reduction in the assessed valuation of Lessor's expenses in connection with the prosecution Premises for the purpose of reducing any such protest) attributable to Real Property Taxes previously paid by Lessee as an item of Operating Expensetax assessment. IfIn the event Lessor approves, thirty (30) days after and upon the written request of Lessee to do so, Lessor does not elect to protest the amount or any assessment of Real Property Taxes, then, provided no Event of Default shall then exist under this Lease, Lessee shall have the right to contest such amount by legal proceedings or in such manner as Lessee deems advisable, which proceedings or other actions taken by Lessee, if institutedbut without expense or liability to Lessor, shall be conducted diligently on behalf of Lessor or any other entity entitled to legal standing to initiate such proceedings or other actions. Notwithstanding any such contest by Lessee, nothing contained herein shall relieve Lessee of its obligation to pay to Lessor Operating Expenses attributable to Real Property Taxes in accordance with Section 4.2 hereof during the pendency of such contest or proceeding. Lessor shall cooperate with Lessee and execute any document which may be reasonably necessary and proper for any proceeding related hereto. If a tax reduction is obtained, there shall be a subsequent reduction in Lessee’s total Real Property Taxes for such year, and any such proceedings or other actions as may reasonably be required to enable excess payments paid by Lessee to prosecute the same effectivelyLessor (if any) shall be refunded by Lessor, as long as without interest (or at Lessor’s option, credited against Lessee’s obligations to pay Rent next coming due), when all refunds to which Lessor is not required entitled from the taxing authority with respect to bear such year have been received by Lessor. Lessee shall indemnify, defend and hold harmless the Lessor Parties from and against any cost Claims arising out of, for or in connection therewith. If such proceedings with (or other actions result alleged to arise out of, for or in a reduction in the amount connection with) any contest of Lessee of Real Property Taxes so imposed, Taxes. In the event Lessor desires to contest any refund or rebate of Real Property Taxes payable Taxes, Lessee agrees to cooperate with Lessor and attributable to amounts previously paid by Lessee as an item of Operating Expense shall execute any document which may be paid reasonably necessary and proper for any such proceeding, at no cost to Lessee.

Lessee’s Right to Contest. Upon request of Lessee, Lessor shall promptly send to Lessee copies of all notices of changes in assessment of may contest the Premises legal validity or any portion thereof. Lessor, in its discretion (and without any obligation so to do), may timely protest the amount of any assessment Taxes or the amount of any Real Property Taxes, and Lessor shall credit to Impositions for which Lessee any refund or rebate of Real Property Taxes received by Lessor (net of Lessor's expenses in connection with the prosecution of any such protest) attributable to Real Property Taxes previously paid by Lessee as an item of Operating Expense. If, thirty (30) days after the written request of Lessee to do so, Lessor does not elect to protest the amount or any assessment of Real Property Taxes, then, provided no Event of Default shall then exist is responsible under this Lease, and may institute such proceedings as Lessee considers necessary. If Lessee contests any such Tax or Impositions, Lessee, to the extent permitted by applicable law, may withhold or defer payment or pay under protest; provided, however, that in no event shall Lessee permit the Premises, the Parking Tract, the Improvements or Lessee's leasehold estate to be forfeited to the taxing authority. Prior to the date any contested Taxes or Imposition shall become due, Lessee shall have the right advise Lessor in writing that Lessee intends to contest such amount by legal proceedings or in such manner as the same. Lessee deems advisableshall, which proceedings or other actions taken by Lessee, if instituted, shall be conducted diligently on behalf immediately upon the request of Lessor or any other entity entitled to legal standing to initiate such proceedings or other actions. Notwithstanding any such contest by Lessee, nothing contained herein shall relieve and then only if Lessee of its obligation to pay to Lessor Operating Expenses attributable to Real Property Taxes in accordance with Section 4.2 hereof during the pendency of such contest or proceeding. Lessor shall cooperate with Lessee in any such proceedings or other actions as may reasonably be required to enable Lessee to prosecute the same effectively, as long as Lessor is not required to bear deposit the same pursuant to the terms of any cost then outstanding Mortgage (hereinafter defined), deposit with Lessor or, at the election of Lessee, a bank or trust company having its principal place of business in connection therewithTexas, selected by Lessee and reasonably satisfactory to Lessor, an amount sufficient to pay such contested item, together with any interest and penalties thereon and the estimated fees and expenses of the trustee holding such funds, which amount shall be applied to the payment of such Taxes or Impositions when the amount thereof shall be finally determined. Lessee shall provide Lessor notice if Lessee is obligated to make such deposit pursuant to the terms of any outstanding Mortgage and shall provide reasonable evidence that such deposit has been made when required. In lieu of such cash deposit, Lessee may deliver to Lessor a surety company bond in form and substance and issued by a company satisfactory to Lessor, or other security reasonably satisfactory to Lessor. Lessor may pay directly to the taxing authority or direct the application of amounts so deposited or so much thereof as may be required to pay any unpaid Taxes or Impositions, together with penalties and interest thereon, for the benefit of Lessee if Lessee is not in good faith pursuing a protest of such Taxes or Impositions or to prevent the sale of the Premises, the Parking Tract, the Improvements, or Lessee's leasehold estate by applicable taxing authorities as a consequence of Lessee's failure to pay Taxes accruing during the Term. Notwithstanding the foregoing, if Lessee is required by the taxing authority to post sufficient bond or indemnity with the taxing authority to pay such Taxes or Impositions, then Lessee shall not be required to make any such deposit with Lessor. If Lessor pays all or any portion of such proceedings Taxes or other actions result in a reduction in Impositions, Lessee shall immediately pay to Lessor, as Additional Rent hereunder, the amount of Real Property Taxes so imposed, any refund or rebate of Real Property Taxes payable to Lessor and attributable to amounts previously paid by Lessor, together with interest thereon from the date paid by Lessor until repaid by Lessee as an item at the per annum rate (the "Default Rate") equal to the lesser of Operating Expense shall be paid (x) the maximum non‑usurious rate permitted by Texas law, or (y) the prime rate announced from time to Lesseetime by _______________________, its successors or assigns, plus five percent (5%).