Common use of Right to Contest Clause in Contracts

Right to Contest. Tenant shall have the right at Tenant’s sole cost and expense 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 Cypress Premises and Leased Property, by appropriate legal action or 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 Secured Loan Documents, deed of trust or other agreement encumbering the Cypress Premises or any part thereof and Tenant shall not contest any requirement set forth in the Secured Loan Documents, (c) no part of the Cypress Premises, 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 legal 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 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 (a) to pay or cause to be paid any Claims when finally determined, (b) to provide reasonable security therefore, or (c) 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, together with interest at the Interest Rate from the date of Landlord’s payment until reimbursement.

Right to Contest. Tenant shall have the right Tenant, at Tenant’s sole cost and expense its expense, 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 Cypress Premises and Leased Propertymay contest, by appropriate legal action or 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 Secured Loan Documents, deed of trust or other agreement encumbering the Cypress Premises or any part thereof and Tenant shall not contest be subject to being condemned or 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 Secured 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 Cypress Premises, 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 legal 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 shall will be entitled to any refund of any Claims and such charges and penalties or interest thereon which have been paid by ▇▇▇▇▇▇; (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 (a) to pay or cause to be paid will comply with any Claims when finally determined, (b) to provide reasonable security thereforeApplicable Laws in accordance with the applicable provisions of this Lease if the Premises, or (c) 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, together with interest at the Interest Rate from the date of Landlord’s payment until reimbursement.

Right to Contest. Landlord shall have the right to contest all Impositions at Landlord’s sole cost and expense. Landlord shall give notice to Tenant of Landlord’s contest to any Impositions. Landlord agrees that each such contest shall be promptly prosecuted to its final conclusion, except to the extent deemed commercially unreasonable by Landlord, in Landlord’s sole discretion. Landlord shall give notice to Tenant of any increases in Impositions, and in the event Landlord elects not to contest any Impositions, then and in that event, Tenant shall have the right at Tenant’s sole cost and expense to contest such Impositions. If Landlord elects to not contest such Impositions, Tenant shall have the amount or validity of right to contest any Imposition, Legal Requirement, Insurance Requirement, Environmental Obligation, Lien, attachment, levy, encumbrance, charge or claim (collectively, “Claims”) as Impositions upon written notice to the Cypress Premises and Leased Property, by appropriate legal action or proceedings, conducted in good faith and with due diligence, provided Landlord. Tenant agrees 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) each such contest shall not cause be promptly prosecuted to a final conclusion. If necessary in the prosecution of any such contest, Landlord or shall join with Tenant as a party to be in default under any Secured Loan Documentssuch contest, deed of trust or other agreement encumbering the Cypress Premises or any part thereof and Tenant shall not pay, and save Landlord and Landlord’s Mortgagee, if any, harmless against, any and all losses, judgments, decrease and costs (including reasonable attorneys’ fees and expenses) in connection with any such contest any requirement set forth and shall, promptly after the final settlement, compromise, or determination of such contest, fully pay and discharge the amounts that shall be levied, assessed, charged or imposed or be determined to be payable therein or in the Secured Loan Documentsconnection therewith, (c) no part of the Cypress Premisesand perform all acts, the Leased Property nor any Rent therefrom performance of which shall be in any immediate danger of sale, forfeiture, attachment ordered or loss, and (d) Tenant hereby indemnifies and holds harmless Landlord from and against any cost, claim, damage, penalty or reasonable expense, including reasonable legal fees, incurred by Landlord in connection therewith or decreed as a result thereof. Landlord agrees to join in any No such proceedings if required legally to prosecute such contest, provided that Landlord contest 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 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 subject Landlord to the extent that Landlord has been reimbursed by Tenant. If Tenant shall fail (a) to pay risk of any civil or cause to be paid any Claims when finally determined, (b) to provide reasonable security therefore, or (c) 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, together with interest at the Interest Rate from the date of Landlord’s payment until reimbursementcriminal liability.

Right to Contest. Tenant shall have the right at Tenant’s sole cost and expense 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 Cypress Premises and Leased Property, by appropriate legal action or proceedings, conducted in good faith and with due diligence, provided that (a) the foregoing Nothing herein shall in no way be construed to prevent Tenant from contesting any tax, levy or assessment imposed against the Leased Premises during the term of this Lease provided Tenant shall first pay the imposition prior to its delinquency, or shall post a bond as relievingauthorized, modifying directed and approved by a court of competent jurisdiction in the amount of the imposition or extending Tenant’s obligation as otherwise ordered by the court, conditioned upon payment of the tax and costs in the event Tenant should be unsuccessful in its contest, or provided Tenant shall pay to pay any Claims required hereunder the proper agency or a court of competent jurisdiction, under proper court order, a sum of money equal to the amount under contest or as otherwise ordered by the court, conditioned upon payment of the tax and costs in the event Tenant should be paid unsuccessful in its contest or otherwise conditioned as may be directed by Tenant as finally determined, the court. (b) such contest Nothing herein shall not cause Landlord or Tenant be construed to be in default under allow execution on the Leased Premises by any Secured Loan Documentsgovernmental authority, deed of trust or other agreement encumbering even though the Cypress Premises above procedures, or any part thereof of them, are followed. (c) Landlord shall, on Tenant's request, cooperate with Tenant in the event Tenant seeks to contest any tax, levy or assessment; and Tenant shall not contest indemnify Landlord for any requirement set forth cost or expense she incurs in the Secured Loan Documents, (c) no part of the Cypress Premises, the Leased Property nor any Rent therefrom shall be in any immediate danger of sale, forfeiture, attachment or loss, and connection therewith. (d) Tenant hereby indemnifies If a refund is obtained which relates to a tax year which is apportioned between Landlord and holds harmless Landlord from Tenant, the refund, net of legal fees and against any cost, claim, damage, penalty or reasonable expenseexpenses, including reasonable legal experts' 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 shall be entitled to any refund of any Claims apportioned between Landlord 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 (a) to pay or cause to be paid any Claims when finally determined, (b) to provide reasonable security therefore, or (c) 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, together with interest at the Interest Rate from the date of Landlord’s payment until reimbursement.ARTICLE IV ----------

Right to Contest. Tenant Lessee shall have the right at TenantLessee’s sole cost and expense 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 Cypress Premises and Leased Personal Property, by appropriate legal action or 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 TenantLessee’s obligation to pay any Claims required hereunder to be paid by Tenant Lessee as finally determined, (b) such contest shall not cause Landlord Lessor or Tenant Lessee to be in default under the Sub-Permit and Lease Agreement, or any Secured Loan Documents, deed of trust or other agreement encumbering the Cypress Premises Personal Property or any part thereof and Tenant Lessee shall not contest any requirement set forth in the Secured Loan Documents, (c) no part of the Cypress Premises, the Leased Personal Property nor any Rent therefrom shall be in any immediate danger of sale, forfeiture, attachment or loss, and (d) Tenant Lessee hereby indemnifies and holds harmless Landlord Lessor from and against any cost, claim, damage, penalty or reasonable expense, including reasonable legal fees, incurred by Landlord Lessor in connection therewith or as a result thereof. Landlord Lessor agrees to join in any such proceedings if required legally to prosecute such contest, provided that Landlord Lessor 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 Lessee agrees to assume and indemnify Landlord Lessor with respect to the same. Tenant Lessee shall be entitled to any refund of any Claims and such charges and penalties or interest thereon which have been paid by Tenant Lessee or paid by Landlord Lessor to the extent that Landlord Lessor has been reimbursed by TenantLessee. If Tenant Lessee shall fail (a) to pay or cause to be paid any Claims when finally determined, (b) to provide reasonable security therefore, or (c) to prosecute or cause to be prosecuted any such contest diligently and in good faith, Landlord Lessor may, upon Notice to TenantLessee, pay such charges, together with interest and penalties due with respect thereto, and Tenant Lessee shall reimburse Landlord Lessor therefore, upon demand, as Additional Charges, together with interest at the Interest Rate from the date of LandlordLessor’s payment until reimbursement.

Right to Contest. Tenant shall have the right right, at Tenant’s its sole cost and expense expense, to contest by appropriate proceedings 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 Cypress Premises and Leased Property, by appropriate legal action or 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 Property Taxes 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 Secured Loan Documents, deed of trust or other agreement encumbering the Cypress Premises or any part thereof and Tenant shall not contest any requirement set forth in the Secured Loan Documents, (c) no part of the Cypress Premises, 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 legal 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 contestthis Section, provided that Landlord shall not thereby be subjected subject to any civil or criminal liability therefore by reason of Tenant's exercise of its rights hereunder and either: (includingA) all such Property Taxes are paid when due or (B) the enforcement thereof against the Landlord and the Premises are legally stayed. If Tenant has the right to pursue an abatement under Massachusetts General Laws Chapter 59 Section 59, without limitationand if Tenant elects in its sole discretion to pursue such abatement, it shall do so in its own name. If Tenant in its sole discretion elects to pursue an abatement proceeding or to contest Property Taxes, then Tenant shall (x) pay as Additional Rent all interest, penalties and other charges incurred in connection therewith and shall indemnify Landlord against liability for the payment of any loss or costs or expenses incurred in connection therewith, (y) unless Tenant agrees provide Landlord with at least fifteen (15) days notice of a proposed discontinuance to give Landlord time to assume the prosecution of the abatement if Landlord so elects in its sole discretion, and indemnify Landlord with respect (z) not settle any such proceedings in each case without the consent of Landlord, not to the samebe unreasonably withheld. Tenant shall be entitled free in its sole discretion to elect to discontinue an abatement proceeding so long as Landlord will not be exposed to any refund of any Claims and such charges and interest, late fees, fines, or other penalties or interest thereon which have been paid other criminal or civil liability. Tenant's obligations under this Section are conditioned on the timely payment of relevant property tax reimbursements by Konarka Technologies or its assignee and Landlord under the terms of their respective Energy Services Agreements. Tenant or paid by Landlord shall use diligent efforts to collect property taxes and all other amounts owed under the extent that Landlord has been reimbursed by TenantKonarka ESA and to enforce the Konarka ESA. If Tenant shall fail fails to do so, then upon ten (a10) to pay or cause to be paid any Claims when finally determined, (b) to provide reasonable security therefore, or (c) to prosecute or cause to be prosecuted any such contest diligently and in good faith, Landlord may, upon Notice days prior written notice to Tenant, pay such charges, together with interest Landlord may enforce and penalties collect amounts due with respect thereto, and Tenant shall reimburse Landlord therefore, upon demand, as Additional Charges, together with interest at under the Interest Rate from the date of Landlord’s payment until reimbursementKonarka ESA.

Right to Contest. Tenant Lessee shall have the right right, at Tenant’s its sole cost and expense expense, to contest the full or partial amount or validity of any Imposition, Legal Requirement, Insurance Requirement, Environmental Obligation, Lien, attachment, levy, encumbrance, charge or claim (collectively, “Claims”) as to the Cypress Premises and Leased Property, Imposition by appropriate administrative and legal action or proceedings, conducted either in good faith and its own name or jointly with due diligenceLessor if Lessor so elects. Lessor shall cooperate with Lessee in any reasonable manner requested by Lessee, provided that (ai) the foregoing Lessee shall reimburse Lessor as Additional Rent hereunder for Lessor’s actual out-of-pocket costs incurred in no way be construed as relieving, modifying or extending Tenant’s obligation to pay connection with any Claims required hereunder to be paid by Tenant as finally determinedsuch contest, (bii) no action by Lessee in connection with such contest shall not cause Landlord or Tenant expose Lessor to be in default under any Secured Loan Documents, deed of trust or other agreement encumbering the Cypress Premises or any part thereof and Tenant shall not contest any requirement set forth in the Secured Loan Documents, (c) no part of the Cypress Premises, 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 legal 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 personal liability therefore (including, without limitation, for the payment of any costs Impositions, (iii) Lessee shall not be authorized to settle any such action if an Event of Default has occurred and is continuing, and (iv) Lessee shall not settle any such contest in any manner that would provide for or expenses consent to an increase in connection therewith) unless Tenant agrees to assume and indemnify Landlord the amount of the Impositions payable with respect to the samePremises after the Expiration Date over and above the Impositions payable by Lessee during the five (5) year period immediately preceding the Expiration Date. Tenant Lessee may postpone payment of any contested Imposition pending prompt and diligent prosecution of any such proceedings and appeals, but only if Lessee shall post a bond or other assurance of payment or performance with Lessor, an escrow designated by Lessor, or the court or administrative agency or other legal authority having jurisdiction over the contest, to ensure payment of all sums ultimately determined to be entitled due by Lessee. Lessee shall indemnify, defend and hold Lessor harmless from and against any and all claims, damages, liabilities and costs and expenses, including penalties, interest, and reasonable attorneys’ fees and costs, arising from or related to any refund of any Claims and such charges and penalties contest, noncompliance 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 (a) to pay or cause to be paid any Claims when finally determined, (b) to provide reasonable security therefore, or (c) 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, together with interest at the Interest Rate from the date of Landlord’s payment until reimbursementpostponed compliance.

Right to Contest. Tenant shall have the right at Tenant’s sole cost and expense to may 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 Cypress Premises and Leased Property, by appropriate legal action or proceedings, conducted in good faith and with due diligence, by appropriate proceedings at its own expense any Taxes provided that (a) Tenant shall first have paid such Taxes or, if the foregoing payment of such Taxes is to be postponed during the contest, shall have furnished Landlord with a bond of a surety company reasonably satisfactory to Landlord in no way an amount equal to, or shall have deposited with any bank or trust company of Landlord’s selection in the State wherein the Premises are located to hold such deposit and apply the same as hereinafter provided, the amount of the Taxes so contested, together with such additional sums as may reasonably be construed as relievingrequired to pay interest or penalties accrued or to accrue on any such 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 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 begun by Tenant as finally determinedsoon as reasonably possible after the imposition of any contested 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 herein to the contrary, Tenant shall pay all such contest shall not cause Landlord or Tenant to be in default under any Secured Loan Documents, deed of trust or other agreement encumbering contested items before the Cypress time when the Premises or any part thereof and Tenant shall not contest any requirement set forth in the Secured Loan Documents, (c) no part of the Cypress Premises, the Leased Property nor any Rent therefrom shall might 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 legal fees, incurred by Landlord in connection therewith or forfeited 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 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 (a) to pay or cause to be paid any Claims when finally determined, (b) to provide reasonable security therefore, or (c) 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, together with interest at the Interest Rate from the date of Landlord’s payment until reimbursementnonpayment.

Right to Contest. Tenant shall have the right at Tenant’s sole cost and expense 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 Cypress Premises and Leased Property, by appropriate legal action or proceedings, conducted in good faith and with due diligence, provided that (a) the foregoing shall in no way not be construed as relieving, modifying or extending Tenant’s obligation required 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 Secured Loan Documents, deed of trust or other agreement encumbering the Cypress Premises Real Estate Taxes or any part thereof and other taxes for which Tenant shall not contest any requirement set forth in the Secured Loan Documents, (c) no part of the Cypress Premises, 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 legal 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 is liable hereunder (including, without limitation, any taxes for which Tenant is required to indemnify Landlord under Section 6.5) (including penalties and interest), so long as (i) Tenant shall contest the payment same or the validity thereof by appropriate legal proceedings in such a manner to prevent the tax sale of any costs or expenses portion of the Premises and (ii) the position to be taken by Tenant pursuant to such contest would have a realistic possibility of success if litigated. For purposes of this Lease, Tenant may conclusively establish that a position to be taken in connection therewith) unless Tenant agrees a contest would have a realistic possibility of success if litigated by providing to assume and indemnify Landlord with respect a letter from counsel stating an opinion to such effect. In the same. Tenant shall be entitled to any refund event of any Claims such contest, Tenant shall, within thirty (30) days after the final determination thereof, pay and such charges and penalties or interest thereon which have been paid by Tenant or paid by Landlord to discharge the extent that Landlord has been reimbursed by Tenant. If Tenant shall fail (a) to pay or cause amounts determined to be paid any Claims when finally determined, (b) to provide reasonable security therefore, or (c) to prosecute or cause to be prosecuted any such contest diligently due in accordance therewith and in good faith, Landlord may, upon Notice to Tenant, pay such chargeswith the provisions of this Lease, together with interest any penalties, fines, interest, costs and penalties due expenses that may have accrued thereon or that may have resulted from Tenant's contest. Tenant also shall have a right to contest any taxes for which it is liable hereunder, but with respect theretoregard to which the position to be taken pursuant to such contest would not have a realistic possibility of success if litigated, and provided that Tenant shall reimburse Landlord therefore, upon demand, as Additional Charges, together with interest at the Interest Rate from the date of Landlord’s payment until reimbursement.pays such taxes on or

Right to Contest. Each of the Landlord and the Tenant (provided the Tenant is legally entitled to do so) shall have the right at Tenant’s sole cost and expense to contest in good faith the validity or amount of any Taxes which, in the case of the Landlord, the Landlord is responsible to pay under this Article 8.00 and which, in the case of the Tenant, the Tenant is responsible to pay under Subsection 8.02(b) and for which it is separately assessed. Notwithstanding anything to the contrary herein, the Tenant may, upon prior written notice to the Landlord, defer payment of any amount payable by it pursuant to Subsection 8.02(b) for which it is separately assessed, to the extent permitted by law; provided that no contest by the Tenant shall involve the possibility of forfeiture, sale or disturbance of the Landlord’s interest in the Leased Premises or the imposition of any penalty or interest, charge or lien and that, upon the final determination of any contest by the Tenant, the Tenant shall immediately pay and satisfy the amount or validity found to be due, together with any costs, penalties and interest. If, as a result of any Impositioncontest by the Tenant, Legal Requirementany tax, Insurance Requirement, Environmental Obligation, Lien, attachmentrate, levy, encumbranceassessment, charge or claim (collectively, “Claims”) as to the Cypress Premises and Leased Property, by appropriate legal action or 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 Secured Loan Documents, deed of trust fee or other agreement encumbering charge is increased, the Cypress Premises or Tenant shall be responsible for the full amount of such increase in respect of the period to which the contest relates and to any part thereof and subsequent tax periods which commence during the Term. The Tenant shall not contest any requirement set forth in amount payable by it under Subsection 8.02(a) but may contest any amount payable by it under Subsection 8.02(b) or appeal any assessment therefor subject to complying with the Secured Loan Documentsfollowing: (a) the Tenant shall deliver to the Landlord any notices of appeal or other like instrument and obtain the Landlord’s consent thereto, which consent shall not be unreasonably withheld, before filing the same; (b) the Tenant shall deliver whatever security the Landlord reasonably requires; (c) no part of the Cypress Premises, Tenant shall promptly and diligently prosecute the Leased Property nor any Rent therefrom shall be in any immediate danger of sale, forfeiture, attachment contest or loss, and appeal at its sole expense; and (d) Tenant hereby indemnifies and holds harmless Landlord from and against any cost, claim, damage, penalty or reasonable expense, including reasonable legal 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 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 keep the Landlord to the extent that Landlord has been reimbursed by Tenant. If Tenant shall fail (a) to pay or cause to be paid any Claims when finally determined, (b) to provide reasonable security therefore, or (c) 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, together with interest at the Interest Rate from the date of Landlord’s payment until reimbursementfully informed thereof.

Right to Contest. Tenant Within thirty (30) days after each tax and assessment payment is required by this Section 6.01 to be paid, Lessee shall provide Lessor with evidence reasonably satisfactory to Lessor that taxes and assessments have been timely paid by Lessee. In the right event Lessor receives a tax ▇▇▇▇, Lessor shall use commercially reasonable efforts to forward said ▇▇▇▇ to Lessee within fifteen (15) days of Lessor’s receipt thereof. Lessee may, at Tenantits own expense, contest or cause to be contested (in the case of any item involving more than $50,000, after prior written notice to Lessor, which shall be given within fifteen (15) days of Lessee’s sole cost and expense 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 Cypress Premises and Leased Propertypermitted herein), by appropriate legal action or 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 Secured Loan Documents, deed of trust or other agreement encumbering the Cypress Premises or any part thereof and Tenant shall not contest any requirement set forth in the Secured Loan Documents, (c) no part of the Cypress Premises, 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 legal 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 Properties nor any interest therein would be in any danger of being sold, forfeited or lost by reason of such proceedings; (ii) no Event of Default has occurred and is continuing; (iii) if and to the extent required by the applicable taxing authority, Lessee posts a bond or takes other steps acceptable to such taxing authority that removes such lien or stays enforcement thereof; (iv) Lessee shall promptly provide Lessor with copies of all notices received or delivered by Lessee and filings made by Lessee in connection with such proceeding; and (v) upon termination of such proceedings, it shall be the obligation of Lessee to pay the amount of any such tax and assessment or part thereof as finally determined in such proceedings, the payment of which may have been deferred during the prosecution of such proceedings, together with any costs 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 shall be entitled to any refund request of Lessee, execute or 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 (a) to pay or cause to be paid any Claims when finally determined, (b) to provide reasonable security therefore, or (c) 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 Charges, together with interest at the Interest Rate from the date of Landlord’s payment until reimbursementincur no cost or obligation thereby.

Right to Contest. Tenant Within thirty (30) days after each tax and assessment payment is required by this Section 6.01 to be paid, Lessee shall provide Lessor with evidence reasonably satisfactory to Lessor that taxes and assessments have been timely paid by ▇▇▇▇▇▇. In the right event Lessor receives a tax bill, Lessor shall use commercially reasonable efforts to forward said bill to Lessee within fifteen (15) days of ▇▇▇▇▇▇’s receipt thereof. Lessee may, at Tenantits own expense, contest or cause to be contested (in the case of any item involving more than $10,000, after prior written notice to Lessor, which shall be given within fifteen (15) days of Lessee’s sole cost and expense 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 Cypress Premises and Leased Propertypermitted herein), by appropriate legal action or 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 Secured Loan Documents, deed of trust or other agreement encumbering the Cypress Premises or any part thereof and Tenant shall not contest any requirement set forth in the Secured Loan Documents, (c) no part of the Cypress Premises, 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 legal 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 such item, provided that (i) neither the Properties nor any interest therein would be in any danger of being sold, forfeited or lost by reason of such proceedings; (ii) no Event of Default has occurred and is continuing; (iii) if and to the extent required by the applicable taxing authority and/or Lessor, Lessee posts a bond or takes other steps acceptable to such taxing authority and/or Lessor that removes such lien or stays enforcement thereof; (iv) Lessee shall promptly provide Lessor with copies of all notices received or delivered by ▇▇▇▇▇▇ and filings made by Lessee in connection with such proceeding; and (v) upon termination of such proceedings, it shall be the obligation of Lessee to pay the amount of any such tax and assessment or part thereof as finally determined in such proceedings, the payment of which may have been deferred during the prosecution of such proceedings, together with any costs 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 shall be entitled to any refund request of ▇▇▇▇▇▇, execute or 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 (a) to pay or cause to be paid any Claims when finally determined, (b) to provide reasonable security therefore, or (c) 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 Charges, together with interest at the Interest Rate from the date of Landlord’s payment until reimbursementincur no cost or obligation thereby.

Right to Contest. Within thirty (30) days after each tax and assessment payment is required by this Section 6.01 to be paid, Tenant shall provide Landlord with evidence reasonably satisfactory to Landlord that taxes and assessments have been timely paid by Tenant. Tenant shall make arrangements with the right at county assessor or other tax collector with respect to each Property to have bills for Real Estate Taxes sent directly to Tenant. In the event Landlord receives a Real Estate Tax ▇▇▇▇, Landlord shall endeavor to forward said ▇▇▇▇ to Tenant within five (5) Business Days of Landlord’s receipt thereof but failure of Landlord to deliver any such ▇▇▇▇ shall in no way reduce or diminish Tenant’s sole cost obligations to pay such Real Estate Taxes or other taxes, charges and expense assessments contemplated by this Lease or render Landlord liable to Tenant in any regard. Tenant may, at its own expense, contest the amount or validity of any Imposition, Legal Requirement, Insurance Requirement, Environmental Obligation, Lien, attachment, levy, encumbrance, charge or claim (collectively, “Claims”) as cause to the Cypress Premises and Leased Propertybe contested, by appropriate legal action or 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 Secured Loan Documents, deed of trust or other agreement encumbering the Cypress Premises or any part thereof and Tenant shall not contest any requirement set forth in the Secured Loan Documents, (c) no part of the Cypress Premises, 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 legal 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 Properties nor any interest therein would be in any danger of being sold, forfeited or lost by reason of such proceedings; (ii) no Event of Default has occurred and is continuing or occurs at any time during the pendency of such contest (in which event Tenant shall pay all contested taxes in full together with all interest and penalties then due); (iii) if and to the extent required by the applicable taxing authority or applicable Legal Requirements, Tenant pays all or such contested taxes that are required to be paid as a condition to contesting such taxes and posts a bond or takes other steps acceptable to such taxing authority that removes such lien or stays enforcement thereof; (iv) Tenant shall promptly provide Landlord with copies of all notices received or delivered by Tenant and filings made by Tenant in connection with such proceeding; and (v) upon termination of such proceedings, it shall be the obligation of Tenant to pay the amount of any such tax and assessment or part thereof as finally determined in such proceedings, the payment of which may have been deferred during the prosecution of such proceedings, together with any costs 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 shall at the same. Tenant shall be entitled to any refund request of Tenant, execute or 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 (a) to pay or cause to be paid any Claims when finally determined, (b) to provide reasonable security therefore, or (c) to prosecute or cause to be prosecuted any documents necessary in connection with such contest diligently and in good faithor proceedings, but 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, together with interest at the Interest Rate from the date of Landlord’s payment until reimbursementincur no cost or obligation thereby.

Right to Contest. Tenant shall have the right Tenant, at Tenant’s sole cost and expense its expense, 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 Cypress Premises and Leased Propertymay contest, by appropriate legal action or 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) 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 Landlord shall not cause Landlord be subject to civil or Tenant criminal penalty or to be in default under any Secured Loan Documentsprosecution for a crime, deed of trust or other agreement encumbering nor shall the Cypress Premises or any part thereof and be subject to being condemned or 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 judgment resulting from such adverse decision could result in the imposition of any lien against the Premises, then before the commencement of such contest, Tenant shall not 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 shall indemnify Landlord against the cost of such compliance and liability resulting from or incurred in connection with such contest any requirement set forth or non-compliance (including the costs and expenses in the Secured Loan Documents, connection with such contest; (c) no part Tenant shall keep Landlord regularly advised as to the status of the Cypress Premises, 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 shall‌ 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 legal 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), shall be at the sole cost of and shall be paid by Tenant; (1) unless Tenant agrees to assume and indemnify Landlord with respect to promptly after disposition of the same. contest, Tenant shall be entitled to any refund of any Claims and comply with such charges and penalties or interest thereon which have been paid by Tenant or paid by Landlord Applicable Laws to the extent that Landlord has been reimbursed determined by Tenant. If such contest; and (f) Tenant shall fail (a) to pay or cause to be paid comply with any Claims when finally determined, (b) to provide reasonable security thereforeApplicable 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 (c10) 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, together with interest at the Interest Rate from the date of Landlord’s payment until reimbursement.

Right to Contest. Tenant Within thirty (30) days after each tax and assessment payment is required by this Section 6.01 to be paid, Lessee shall provide Lessor with evidence reasonably satisfactory to Lessor that taxes and assessments have been timely paid by Lessee. In the right event Lessor receives a tax ▇▇▇▇, Lessor shall use commercially reasonable efforts to forward said ▇▇▇▇ to Lessee within fifteen (15) days of Lessor’s receipt thereof. Lessee may, at Tenantits own expense, contest or cause to be contested (in the case of any item involving more than $10,000, after prior written notice to Lessor, which shall be given within fifteen (15) days of Lessee’s sole cost and expense 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 Cypress Premises and Leased Propertypermitted herein), by appropriate legal action or 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 Secured Loan Documents, deed of trust or other agreement encumbering the Cypress Premises or any part thereof and Tenant shall not contest any requirement set forth in the Secured Loan Documents, (c) no part of the Cypress Premises, 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 legal 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 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 (a) to pay or cause to be paid any Claims when finally determined, (b) to provide reasonable security therefore, or (c) 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 Property 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 interest any costs, fees (including attorneys’ fees and disbursements), interest, penalties or other liabilities in connection therewith. Lessor shall at the Interest Rate from request of Lessee, execute or join in the date execution of Landlord’s payment until reimbursementany instruments or documents necessary in connection with such contest or proceedings, but Lessor shall incur no cost or obligation thereby. 4830-8668-1413.9 STORE / RT Logic (Kratos) Lease Agreement (Existing Building Area) File No.: 7210/02-525.1

Right to Contest. Tenant shall have the right at Tenant’s sole cost and expense 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 Cypress Premises and Leased Property, by appropriate legal action or proceedings, conducted in good faith and with due diligence, provided that (a) the foregoing Nothing herein shall in no way be construed to prevent Tenant from contesting any tax, levy or assessment imposed against the Leased Premises during the term of this Lease provided Tenant shall first pay the imposition prior to its delinquency, or shall post a bond as relievingauthorized, modifying directed and approved by a court of competent jurisdiction in the amount of the imposition or extending Tenant’s obligation as otherwise ordered by the court, conditioned upon payment of the tax and costs in the event Tenant should be unsuccessful in its contest, or provided Tenant shall pay to pay any Claims required hereunder the proper agency or a court of competent jurisdiction, under proper court order, a sum of money equal to the amount under contest or as otherwise ordered by the court, conditioned upon payment of the tax and costs in the event Tenant should be paid unsuccessful in its contest or otherwise conditioned as may be directed by Tenant as finally determined, the court. (b) such contest Nothing herein shall not cause Landlord or Tenant be construed to be in default under allow execution on the Leased Premises by any Secured Loan Documentsgovernmental authority, deed of trust or other agreement encumbering even though the Cypress Premises above procedures, or any part thereof of them, are followed. (c) Landlord shall, on Tenant's request, cooperate with Tenant in the event Tenant seeks to contest any tax, levy or assessment; and Tenant shall not contest indemnify Landlord for any requirement set forth cost or expense she incurs in the Secured Loan Documents, (c) no part of the Cypress Premises, the Leased Property nor any Rent therefrom shall be in any immediate danger of sale, forfeiture, attachment or loss, and connection therewith. (d) Tenant hereby indemnifies If a refund is obtained which relates to a tax year which is apportioned between Landlord and holds harmless Landlord from Tenant, the refund, net of legal fees and against any cost, claim, damage, penalty or reasonable expenseexpenses, including reasonable legal experts' 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 shall be entitled to any refund of any Claims apportioned between Landlord 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 (a) to pay or cause to be paid any Claims when finally determined, (b) to provide reasonable security therefore, or (c) 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, together with interest at the Interest Rate from the date of Landlord’s payment until reimbursement.

Right to Contest. If Landlord receives any notice of assessment ----------------- or reassessment, or notice of any imposition of new real property taxes, Landlord shall provide Tenant shall have with a copy of such notice within fifteen (15) days after Landlord's receipt thereof. In the right at Tenant’s sole cost and expense event Tenant desires in good faith 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 Cypress Premises and Leased Property, otherwise review by appropriate legal action or proceedingsadministrative proceedings the imposition of any such real property tax, conducted Tenant shall, at least ten (10) days prior to the delinquency of such real property tax, give Landlord written notice of its intention to do so. Tenant may withhold payment of the real property tax being contested if, but only if, both (i) non-payment is permitted during the pendency of such proceedings without the foreclosure of any tax lien or the imposition of any fine or penalty, and (ii) Tenant further furnishes Landlord with a bond satisfactory to Landlord sufficient to protect Landlord's interest 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) Premises. Any such contest shall be prosecuted to completion (whether or not cause this Lease shall have expired or terminated in the interim) and shall be conducted without delay and solely at Tenant's expense. Tenant shall protect and indemnify Landlord against any and all expenses or Tenant to be in default under any Secured Loan Documents, deed of trust damages resulting from such contest or other agreement encumbering proceeding. At the Cypress Premises or any part thereof and Tenant request of Tenant, Landlord shall not contest any requirement set forth in the Secured Loan Documents, (c) no part of the Cypress Premises, 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 legal fees, incurred by Landlord in connection therewith or as a result thereof. Landlord agrees to join in any contest or other proceedings which Tenant may desire to bring pursuant to this Section. Tenant shall pay all of Landlord's expenses arising out of such proceedings if required legally to prosecute such contest, provided that Landlord shall not thereby be subjected to any liability therefore joinder. Within ten (including, without limitation, for 10) days after the payment final determination of any costs or expenses in connection therewith) unless the amount due from Tenant agrees to assume and indemnify Landlord with respect to the same. real property tax contested, Tenant 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 pay the extent that Landlord has been reimbursed by Tenant. If Tenant shall fail (a) to pay or cause amount so determined to be paid any Claims when finally determined, (b) to provide reasonable security therefore, or (c) to prosecute or cause to be prosecuted any such contest diligently and in good faith, Landlord may, upon Notice to Tenant, pay such chargesdue, together with interest all costs, expenses and penalties due with respect theretointerest, and Tenant whether or not this Lease shall reimburse Landlord therefore, upon demand, as Additional Charges, together with interest at the Interest Rate from the date of Landlord’s payment until reimbursementhave then expired or terminated.

Right to Contest. Tenant shall have the right at Tenant’s sole cost to protest and expense to ---------------- contest any Impositions imposed against 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 Cypress Premises and Leased Property, by appropriate legal action or 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 Secured Loan Documents, deed of trust or other agreement encumbering the Cypress Premises or any part thereof and Tenant be entitled to receive any credit or refund relating to the Term, provided (i) the same is done at Tenant's sole cost and expense, (ii) nonpayment will not subject the Premises or any part thereof to sale or other liability by reason of such nonpayment, (iii) such contest shall not contest subject Landlord or the holder (the "Mortgagee") of any requirement set forth in the Secured Loan Documents, mortgage or deed of trust (ca "Mortgage") no encumbering all or any part of the Cypress PremisesPremises to the risk of any criminal or civil liability, the Leased Property nor (iv) if such Imposition must be paid pursuant to any Rent therefrom applicable statute, ordinance, regulation or rule as a condition to such protest and contest, Tenant shall be in any immediate danger of sale, forfeiture, attachment or losstimely pay such Imposition, and (dv) Tenant hereby indemnifies shall provide copies of all notices and holds harmless Landlord from correspondence regarding Impositions and against the contest thereof to Landlord. If such payment is not required by any costapplicable statute, claimordinance, damageregulation or rule, penalty or reasonable expense, including reasonable legal fees, incurred Tenant shall provide such security as may reasonably be required by Landlord in connection therewith or as a result thereofto ensure payment of such contested Imposition. Landlord agrees to join execute and deliver to Tenant any and all documents reasonably required for such purpose and to cooperate with Tenant in any such proceedings if required legally to prosecute every reasonable respect in such contest, provided that but without any out-of-pocket cost or expense to Landlord. Landlord shall not thereby be subjected also have the right to protest and contest 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 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 (a) to pay or cause to be paid any Claims when finally determined, (b) to provide reasonable security therefore, or (c) 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, together with interest at the Interest Rate from the date of Landlord’s payment until reimbursementImpositions.

Right to Contest. Each of the Landlord and the Tenant (provided the Tenant is legally entitled to do so) shall have the right at Tenant’s sole cost and expense to contest in good faith the validity or amount of any Taxes which, in the case of the Landlord, the Landlord is responsible to pay under this Article 8.00 and which, in the case of the Tenant, the Tenant is responsible to pay under Section 8.02 and for which it is separately assessed. Notwithstanding anything to the contrary herein, the Tenant may, upon prior written notice to the Landlord, defer payment of any amount payable by it pursuant to Section 8.02 for which it is separately assessed, to the extent permitted by law; provided that no contest by the Tenant shall involve the possibility of forfeiture, sale or disturbance of the Landlord's interest in the Leased Premises or the imposition of any penalty or interest, charge or lien and that, upon the final determination of any contest by the Tenant, the Tenant shall immediately pay and satisfy the amount or validity found to be due, together with any costs, penalties and interest. If, as a result of any Impositioncontest by the Tenant, Legal Requirementany tax, Insurance Requirement, Environmental Obligation, Lien, attachmentrate, levy, encumbranceassessment, charge or claim (collectively, “Claims”) as to the Cypress Premises and Leased Property, by appropriate legal action or 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 Secured Loan Documents, deed of trust fee or other agreement encumbering charge is increased, the Cypress Premises or Tenant shall be responsible for the full amount of such increase in respect of the period to which the contest relates and to any part thereof and subsequent tax periods which commence during the Term. The Tenant shall not contest any requirement set forth in amount payable by it under Section 8.02 or appeal any assessment therefor except as follows: (a) the Secured Loan DocumentsTenant shall deliver to the Landlord any notices of appeal or other like instrument and obtain the Landlord's consent thereto, which consent shall not be unreasonably withheld, before filing the same; (b) the Tenant shall deliver whatever security the Landlord reasonably requires; (c) no part of the Cypress Premises, Tenant shall promptly and diligently prosecute the Leased Property nor any Rent therefrom shall be in any immediate danger of sale, forfeiture, attachment contest or loss, and appeal at its sole expense; and (d) Tenant hereby indemnifies and holds harmless Landlord from and against any cost, claim, damage, penalty or reasonable expense, including reasonable legal 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 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 keep the Landlord to the extent that Landlord has been reimbursed by Tenant. If Tenant shall fail (a) to pay or cause to be paid any Claims when finally determined, (b) to provide reasonable security therefore, or (c) 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, together with interest at the Interest Rate from the date of Landlord’s payment until reimbursementfully informed thereof.

Right to Contest. Tenant shall have the right Tenant, at Tenant’s sole cost and expense its expense, 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 Cypress Premises and Leased Propertymay contest, by appropriate legal action or 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 Secured Loan Documents, deed of trust or other agreement encumbering the Cypress Premises or any part thereof and Tenant shall not contest be subject to being condemned or 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 Secured 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 Cypress Premises, 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 legal 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 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 (a) to pay or cause to be paid will comply with any Claims when finally determined, (b) to provide reasonable security thereforeApplicable Laws in accordance with the applicable provisions of this Lease if the Premises, or (c) 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, together with interest at the Interest Rate from the date of Landlord’s payment until reimbursement.

Right to Contest. Tenant Within thirty (30) days after each tax and assessment payment is required by this Section 6.01 to be paid, Lessee shall provide Lessor with evidence reasonably satisfactory to Lessor that taxes and assessments have been timely paid by Lessee. In the right event Lessor receives a tax ▇▇▇▇, Lessor shall use commercially reasonable efforts to forward said ▇▇▇▇ to Lessee within fifteen (15) days of Lessor’s receipt thereof. Lessee may, at Tenantits own expense, contest or cause to be contested (in the case of any item involving more than $10,000, after prior written notice to Lessor, which shall be given within fifteen (15) days of Lessee’s sole cost and expense 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 Cypress Premises and Leased Propertypermitted herein), by appropriate legal action or 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 Secured Loan Documents, deed of trust or other agreement encumbering the Cypress Premises or any part thereof and Tenant shall not contest any requirement set forth in the Secured Loan Documents, (c) no part of the Cypress Premises, 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 legal 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 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 (a) to pay or cause to be paid any Claims when finally determined, (b) to provide reasonable security therefore, or (c) 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 Property 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 interest any costs, fees (including attorneys’ fees and disbursements), interest, penalties or other liabilities in connection therewith. Lessor shall at the Interest Rate from request of Lessee, execute or join in the date execution of Landlord’s payment until reimbursementany instruments or documents necessary in connection with such contest or proceedings, but Lessor shall incur no cost or obligation thereby.

Right to Contest. Each of the Landlord and the Tenant (provided the Tenant is legally entitled to do so) shall have the right at Tenant’s sole cost and expense to contest in good faith the validity or amount of any Taxes which, in the case of the Landlord, the Landlord is responsible to pay under this Article 8.00 and which, in the case of the Tenant, the Tenant is responsible to pay under Subsection 8.02(b) and for which it is separately assessed or Section 8.05. Notwithstanding anything to the contrary herein, the Tenant may, upon prior written notice to the Landlord, defer payment of any amount payable by it pursuant to Subsection 8.02(b) for which it is separately assessed or Section 8.05, to the extent permitted by law; provided that no contest by the Tenant shall involve the possibility of forfeiture, sale or disturbance of the Landlord’s interest in the Leased Premises or the imposition of any penalty or interest, charge or lien and that, upon the final determination of any contest by the Tenant, the Tenant shall immediately pay and satisfy the amount or validity found to be due, together with any costs, penalties and interest. If, as a result of any Impositioncontest by the Tenant, Legal Requirementany tax, Insurance Requirement, Environmental Obligation, Lien, attachmentrate, levy, encumbranceassessment, charge or claim (collectively, “Claims”) as to the Cypress Premises and Leased Property, by appropriate legal action or 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 Secured Loan Documents, deed of trust fee or other agreement encumbering charge is increased, the Cypress Premises or Tenant shall be responsible for the full amount of such increase in respect of the period to which the contest relates and to any part thereof and subsequent tax periods which commence during the Term. The Tenant shall not contest any requirement set forth in amount payable by it under Subsection 8.02(a) but may contest any amount payable by it under Subsection 8.02(b) or Section 8.05 or appeal any assessment therefor subject to complying with the Secured Loan Documentsfollowing: (a) the Tenant shall deliver to the Landlord any notices of appeal or other like instrument and obtain the Landlord’s consent thereto, which consent shall not be unreasonably withheld, before filing the same; (b) the Tenant shall deliver whatever security the Landlord reasonably requires; (c) no part of the Cypress Premises, Tenant shall promptly and diligently prosecute the Leased Property nor any Rent therefrom shall be in any immediate danger of sale, forfeiture, attachment contest or loss, and appeal at its sole expense; and (d) Tenant hereby indemnifies and holds harmless Landlord from and against any cost, claim, damage, penalty or reasonable expense, including reasonable legal 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 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 keep the Landlord to the extent that Landlord has been reimbursed by Tenant. If Tenant shall fail (a) to pay or cause to be paid any Claims when finally determined, (b) to provide reasonable security therefore, or (c) 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, together with interest at the Interest Rate from the date of Landlord’s payment until reimbursementfully informed thereof.

Right to Contest. Landlord shall have the right to contest all Impositions at Landlord’s sole cost and expense. Landlord shall give notice to Tenant of Landlord’s contest to any Impositions. L▇▇▇▇▇▇▇ agrees that each such contest shall be promptly prosecuted to its final conclusion, except to the extent deemed commercially unreasonable by Landlord, in L▇▇▇▇▇▇▇’s sole discretion. Landlord shall give notice to Tenant of any increases in Impositions. In the event Landlord elects not to contest any Impositions, then Tenant shall have the right at Tenant’s sole cost and expense 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 such Impositions upon written notice to the Cypress Premises Landlord. Landlord and Leased Property, by appropriate legal action or proceedings, conducted in good faith and with due diligence, provided T▇▇▇▇▇ agree 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) each such contest shall not cause be promptly prosecuted to a final conclusion. If necessary in the prosecution of any such contest by Landlord or Tenant Tenant, the non-prosecuting party shall join as a party to such contest, and the prosecuting party shall pay, and save the non-prosecuting party, or the non- prosecuting party’s mortgagee, if any, harmless 4823-7309-7009.2 STORE / CSI Labs Amended and Restated Lease Agreement 2▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇▇▇▇▇▇, ▇▇ File No.: 7210/02-432.1 8 against, any and all losses, judgments, decrease and costs (including reasonable attorneys' fees and expenses) in connection with any such contest and shall, promptly after the final settlement, compromise, or determination of such contest, fully pay and discharge the amounts that shall be levied, assessed, charged or imposed or be determined to be payable therein or in default under any Secured Loan Documentsconnection therewith, deed of trust or other agreement encumbering the Cypress Premises or any part thereof and Tenant shall not contest any requirement set forth in the Secured Loan Documents, (c) no part of the Cypress Premisesperform all acts, the Leased Property nor any Rent therefrom performance of which shall be in any immediate danger of sale, forfeiture, attachment ordered or loss, and (d) Tenant hereby indemnifies and holds harmless Landlord from and against any cost, claim, damage, penalty or reasonable expense, including reasonable legal fees, incurred by Landlord in connection therewith or decreed as a result thereof. Landlord agrees to join in any No 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. contest by Tenant 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 subject Landlord to the extent that Landlord has been reimbursed by Tenant. If Tenant shall fail (a) to pay risk of any civil or cause to be paid any Claims when finally determined, (b) to provide reasonable security therefore, or (c) 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, together with interest at the Interest Rate from the date of Landlord’s payment until reimbursementcriminal liability.

Right to Contest. Tenant Within thirty (30) days after each tax and assessment payment is required by this Section 6.01 to be paid, Lessee shall provide Lessor with evidence reasonably satisfactory to Lessor that taxes and assessments have been timely paid by Lessee. In the right event Lessor receives a tax b▇▇▇, Lessor shall use commercially reasonable efforts to forward said b▇▇▇ to Lessee within fifteen (15) days of Lessor’s receipt thereof. Lessee may, at Tenantits own expense, contest or cause to be contested (in the case of any item involving more than $10,000, after prior written notice to Lessor, which shall be given within fifteen (15) days of Lessee’s sole cost and expense 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 Cypress Premises and Leased Propertypermitted herein), by appropriate legal action or 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 Secured Loan Documents, deed of trust or other agreement encumbering the Cypress Premises or any part thereof and Tenant shall not contest any requirement set forth in the Secured Loan Documents, (c) no part of the Cypress Premises, 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 legal 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 Properties nor any interest therein would be in any danger of being sold, forfeited or lost by reason of such proceedings; (ii) no Event of Default has occurred and is continuing; (iii) if and to the extent required by the applicable taxing authority and/or Lessor, Lessee posts a bond or takes other steps acceptable to such taxing authority and/or Lessor that removes such lien or stays enforcement thereof; (iv) Lessee shall promptly provide Lessor with copies of all notices received or delivered by Lessee and filings made by Lessee in connection with such proceeding; and (v) upon termination of such proceedings, it shall be the obligation of Lessee to pay the amount of any such tax and assessment or part thereof as finally determined in such proceedings, the payment of which may have been deferred during the prosecution of such proceedings, together with any costs 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 shall be entitled to any refund request of Lessee, execute or 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 (a) to pay or cause to be paid any Claims when finally determined, (b) to provide reasonable security therefore, or (c) to prosecute or cause to be prosecuted any documents necessary in connection with such contest diligently or proceedings, but Lessor shall incur no cost or obligation thereby. 4817-7336-4078.5 STORE/Fat Patty's Master Lease Agreement 4 Properties in KY 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, together with interest at the Interest Rate from the date of Landlord’s payment until reimbursement.WV File No. 7210 /02-629.1

Right to Contest. Tenant Within thirty (30) days after each tax and assessment payment is required by this Section 6.01 to be paid, Lessee shall provide Lessor with evidence reasonably satisfactory to Lessor that taxes and assessments have been timely paid by ▇▇▇▇▇▇. In the right event Lessor receives a tax bill, Lessor shall use commercially reasonable efforts to forward said bill to Lessee within fifteen (15) days of ▇▇▇▇▇▇’s receipt thereof. Lessee may, at Tenantits own expense, contest or cause to be contested (in the case of any item involving more than $10,000, after prior written notice to Lessor, which shall be given within fifteen (15) days of Lessee’s sole cost and expense 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 Cypress Premises and Leased Propertypermitted herein), by appropriate legal action or 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 Secured Loan Documents, deed of trust or other agreement encumbering the Cypress Premises or any part thereof and Tenant shall not contest any requirement set forth in the Secured Loan Documents, (c) no part of the Cypress Premises, 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 legal 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 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 (a) to pay or cause to be paid any Claims when finally determined, (b) to provide reasonable security therefore, or (c) 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 interest any costs, fees (including attorneys’ fees and disbursements), interest, penalties or other liabilities in connection therewith. Lessor shall at the Interest Rate from request of ▇▇▇▇▇▇, execute or join in the date execution of Landlord’s payment until reimbursementany instruments or documents necessary in connection with such contest or proceedings, but Lessor shall incur no cost or obligation thereby.

Right to Contest. Tenant Provided that the Premises are separately assessed and taxed, Photronics shall have the right right, at Tenant’s Photronics’ sole cost risk and expense cost, to contest the amount or and/or validity of any Imposition, Legal Requirement, Insurance Requirement, Environmental Obligation, Lien, attachment, levy, encumbrance, charge or claim (collectively, “Claims”) as to the Cypress Premises and Leased Property, applicable real property taxes by appropriate legal action proceedings; provided, however, that said right shall be availed of by Photronics only upon the condition that Photronics shall indemnify, defend and hold Micron and the Premises harmless from any loss, cost or proceedingsexpense, conducted including, but not limited to, Micron’s reasonable attorneys’ fees, court costs and expenses of litigation, which in good faith and any manner arise from or with due diligence, provided that (a) the foregoing shall in no way be construed as relieving, modifying or extending Tenant’s obligation respect to pay any Claims required hereunder to be paid by Tenant as finally determined, (b) such contest and upon the further condition that Photronics shall take any and all actions, including, but not cause Landlord limited to, the payment of any judgment or Tenant bonding requirement, so as to be in default under any Secured Loan Documents, deed prevent the loss or forfeiture of trust or other agreement encumbering the Cypress Premises or any part thereof or of any other property of Micron. The foregoing shall not, however, be deemed or construed to relieve, modify, or extend Photronics’ covenant to pay any such real property taxes at the time and Tenant shall not contest any requirement set forth in the Secured Loan Documentsmanner provided in this Article VI, (c) no part unless such proceedings shall operate to prevent the sale of the Cypress PremisesPremises or any part thereof or any other property of Micron or the placing of any lien thereon or on any other property of Micron to satisfy such taxes prior to the final determination of such proceedings. Under such circumstances, upon the Leased Property nor any Rent therefrom termination of such proceedings, Photronics shall be in any immediate danger promptly pay all real property taxes, if any, then payable as the result 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 legal 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 and the payment of any costs or expenses interest and penalties in connection therewith) unless Tenant agrees to assume , and indemnify Landlord with respect to the samecharges accruing in such proceedings. Tenant shall be entitled to To the extent Micron receives any refund of for any Claims and such charges and penalties or interest thereon which have been real property taxes paid by Tenant or paid by Landlord Photronics hereunder, Micron shall promptly pay and deliver such refund to the extent that Landlord has been reimbursed by Tenant. If Tenant shall fail (a) to pay or cause to be paid any Claims when finally determined, (b) to provide reasonable security therefore, or (c) 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, together with interest at the Interest Rate from the date of Landlord’s payment until reimbursementPhotronics.

Right to Contest. Tenant Within thirty (30) days after each tax and assessment payment is required by this Section 6.01 to be paid, Lessee shall provide Lessor with evidence reasonably satisfactory to Lessor that taxes and assessments have been timely paid by Lessee. In the right event tax bills are received by Lessor, Lessor shall promptly after receipt deliver a copy to Lessee. Lessor shall endeavor to cause all tax bills to be directly to Lessee. Lessee may, at Tenantits own expense, contest or cause to be contested (in the case of any item involving more than $10,000, after prior written notice to Lessor, which shall be given within fifteen (15) days of Lessee’s sole cost and expense 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 Cypress Premises and Leased Propertypermitted herein), by appropriate legal action or 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 Secured Loan Documents, deed of trust or other agreement encumbering the Cypress Premises or any part thereof and Tenant shall not contest any requirement set forth in the Secured Loan Documents, (c) no part of the Cypress Premises, 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 legal 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 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 (a) to pay or cause to be paid any Claims when finally determined, (b) to provide reasonable security therefore, or (c) 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 interest any costs, fees (including attorneys’ fees and disbursements), interest, penalties or other liabilities in connection therewith. Lessor shall at the Interest Rate from request of Lessee, execute or join in the date execution of Landlord’s payment until reimbursementany instruments or documents necessary in connection with such contest or proceedings, but Lessor shall incur no cost or obligation thereby.

Right to Contest. Tenant Within thirty (30) days after each tax and assessment payment is required by this Section 6.01 to be paid, Lessee shall provide Lessor with evidence reasonably satisfactory to Lessor that taxes and assessments have been timely paid by Lessee. In the right event Lessor receives a tax ▇▇▇▇, Lessor shall use commercially reasonable efforts to forward said ▇▇▇▇ to Lessee within fifteen (15) days of Lessor’s receipt thereof. Lessee may, at Tenantits own expense, contest or cause to be contested (in the case of any item involving more than $10,000, after prior written notice to Lessor, which shall be given within fifteen (15) days of Lessee’s sole cost and expense 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 Cypress Premises and Leased Propertypermitted herein), by appropriate legal action or 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 Secured Loan Documents, deed of trust or other agreement encumbering the Cypress Premises or any part thereof and Tenant shall not contest any requirement set forth in the Secured Loan Documents, (c) no part of the Cypress Premises, 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 legal 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 such item, provided that (i) neither the Properties nor any interest therein would be in any danger of being sold, forfeited or lost by reason of such proceedings; (ii) no Event of Default has occurred and is continuing; (iii) if and to the extent required by the applicable taxing authority and/or Lessor, Lessee posts a bond or takes other steps acceptable to such taxing authority and/or Lessor that removes such lien or stays enforcement thereof; (iv) Lessee shall promptly provide Lessor with copies of all notices received or delivered by Lessee and filings made by Lessee in connection with such proceeding; and (v) upon termination of such proceedings, it shall be the obligation of Lessee to pay the amount of any such tax and assessment or part thereof as finally determined in such proceedings, the payment of which may have been deferred during the prosecution of such proceedings, together with any costs 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 shall be entitled to any refund request of Lessee, execute or 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 (a) to pay or cause to be paid any Claims when finally determined, (b) to provide reasonable security therefore, or (c) 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 Charges, together with interest at the Interest Rate from the date of Landlord’s payment until reimbursementincur no cost or obligation thereby.

Right to Contest. Tenant Within five (5) Business Days of the date by which each tax and assessment payment is required by this Section 5.01 to be paid, Lessee shall have provide Lessor with receipts or other evidence reasonably satisfactory to Lessor that each tax and assessment has been timely paid by L▇▇▇▇▇. In the right event Lessor receives a tax bill, Lessor shall use commercially reasonable efforts to forward said bill to Lessee within five (5) Business Days of Lessor’s receipt thereof. Lessee may, at Tenant’s sole cost and expense its own expense, contest or cause to contest be contested (in the amount or validity case of any Impositionitem involving more than $10,000, Legal Requirementafter prior written notice to Lessor, Insurance Requirement, Environmental Obligation, Lien, attachment, levy, encumbrance, charge or claim (collectively, “Claims”) which shall be given prior to contesting any matter as to the Cypress Premises and Leased Propertypermitted herein), by appropriate legal action or 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 Secured Loan Documents, deed of trust or other agreement encumbering the Cypress Premises or any part thereof and Tenant shall not contest any requirement set forth in the Secured Loan Documents, (c) no part of the Cypress Premises, 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 legal 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 such item, provided that (i) neither the Properties nor any interest therein would be in any danger of being sold, forfeited or lost by reason of such proceedings; (ii) no Event of Default has occurred and is continuing; (iii) if and to the extent required by the applicable taxing authority and/or Lessor or Lessor’s lender, Lessee posts a bond or takes other steps acceptable to such taxing authority and/or Lessor or Lessor’s lender that removes such lien or stays enforcement thereof; (iv) Lessee shall promptly provide Lessor with copies of all material notices received or delivered by Lessee and filings made by Lessee in connection with such proceeding; and (v) upon termination of such proceedings, it shall be the obligation of Lessee to pay the amount of any such tax and assessment or part thereof as finally determined in such proceedings, the payment of which may have been deferred during the prosecution of such proceedings, together with any costs 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 shall be entitled to any refund request of L▇▇▇▇▇, execute or 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 (a) to pay or cause to be paid any Claims when finally determined, (b) to provide reasonable security therefore, or (c) 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 Charges, together with interest at the Interest Rate from the date of Landlord’s payment until reimbursementincur no cost or obligation thereby.

Right to Contest. Tenant shall have the right Tenant, at Tenant’s sole cost and expense its expense, 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 Cypress Premises and Leased Propertymay contest, by appropriate legal action or 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) 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 Landlord shall not cause Landlord be subject to civil or Tenant criminal penalty or to be in default under any Secured Loan Documentsprosecution for a crime, deed of trust or other agreement encumbering nor shall the Cypress Premises or any part thereof and be subject to being condemned or 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 judgment resulting from such adverse decision could result in the imposition of any lien against the Premises, then before the commencement of such contest, Tenant shall not 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 shall indemnify Landlord against the cost of such compliance and liability resulting from or incurred in connection with such contest any requirement set forth or non-compliance (including the costs and expenses in the Secured Loan Documents, connection with such contest; (c) no part Tenant shall keep Landlord regularly advised as to the status of the Cypress Premises, 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 shall 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 legal 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), shall be at the sole cost of and shall be paid by Tenant; (1) unless Tenant agrees to assume and indemnify Landlord with respect to promptly after disposition of the same. contest, Tenant shall be entitled to any refund of any Claims and comply with such charges and penalties or interest thereon which have been paid by Tenant or paid by Landlord Applicable Laws to the extent that Landlord has been reimbursed determined by Tenant. If such contest; and (f) Tenant shall fail (a) to pay or cause to be paid comply with any Claims when finally determined, (b) to provide reasonable security thereforeApplicable 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 (c10) 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, together with interest at the Interest Rate from the date of Landlord’s payment until reimbursement.

Right to Contest. Tenant shall have the right exclusive right, at Tenant’s sole cost and expense 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 Cypress Premises and Leased Property, Imposition by appropriate legal action or proceedings, proceedings diligently conducted in good faith and with due diligencefaith, provided that (a) the foregoing shall in no way be construed but only after payment of such Imposition unless such payment would operate as relieving, modifying or extending Tenant’s obligation a bar to pay any Claims required hereunder to be paid by Tenant as finally determined, (b) such contest or in Tenant's reasonable determination interfere materially with the prosecution thereof, in which event payment of such Imposition shall not cause 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 Landlord the amount so contested and unpaid, together with all interest and penalties in connection therewith, and all charges that may or Tenant to might be in default under any Secured Loan Documents, deed of trust assessed against or other agreement encumbering become a charge on the Cypress Premises or any part thereof and Tenant shall not contest in such proceedings. Upon the termination of any requirement set forth in the Secured Loan Documentssuch proceedings, (c) no part of the Cypress Premises, the Leased Property nor any Rent therefrom it shall be the obligation of Tenant to pay the amount of such Imposition, or part thereof, as finally determined in any immediate danger of salesuch proceedings, 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 legal 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 which may have been deferred during the prosecution of such proceedings, together with any costs costs, fees (including counsel fees), interest, penalties or expenses other liabilities in connection therewith) unless Tenant agrees to assume and indemnify , 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 sameimposing 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 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 entitled to any refund of any Claims and such charges and penalties or interest thereon which have been paid by Tenant or paid applied by Landlord to the extent that Landlord has been reimbursed by Tenant. If Tenant shall fail (a) to pay or cause to be paid any Claims when finally determinedpayment, (b) to provide reasonable security thereforeremoval and discharge of such Imposition, or (c) 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 the interest and penalties due with respect theretoin 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 reimburse be paid by Tenant to Landlord therefore, upon on demand, as Additional Charges, together with interest at the Interest Rate from the date of Landlord’s payment until reimbursement.

Right to Contest. Each of the Landlord and Tenant (provided the Tenant is legally entitled to do so) shall have the right at Tenant’s sole cost and expense to contest in good faith the validity or amount or validity of any Imposition, Legal Requirement, Insurance Requirement, Environmental Obligation, Lien, attachmenttax. rate, levy, encumbranceassessment, fee or other charge which. in the case of the Landlord, the Landlord is responsible to pay under this Article 8.00 and which, in the case of the Tenant, the Tenant is responsible to pay under Section 8.02. The Landlord may defer payment of any amount payable by it pursuant to this Article 8.00 and the Tenant may. upon notice to the Landlord, defer payment of any amount payable by it pursuant to Section 8.02, in each case to the extent permitted by law; provided that no contest by the Tenant shall involve the possibility of forfeiture, sale or disturbance of the Landlord's interest in the Leased Premises or the imposition of any penalty or interest, charge or claim (collectivelylien and that, “Claims”) as to upon the Cypress Premises final determination of any contest by the Tenant, the Tenant shall immediately pay and Leased Property, by appropriate legal action or proceedings, conducted in good faith and with due diligence, provided that (a) satisfy the foregoing shall in no way be construed as relieving, modifying or extending Tenant’s obligation to pay any Claims required hereunder amount found to be paid due, together with any costs, penalties and interest. If as a result of any contest by Tenant as finally determinedthe Tenant, (b) such contest shall not cause Landlord or Tenant to be in default under any Secured Loan Documentstax, deed of trust rate, levy, assessment, fee or other agreement encumbering charge is increased, the Cypress Premises or Tenant shall be responsible for the full amount of such increase in respect of the period to which the contest relates and to any part thereof and subsequent tax periods which commence during the Term. Tenant shall not contest any requirement set forth in amounts payable by it under Section 8.02 or appeal any assessment therefor except as follows: (a) Tenant will deliver to Landlord any notices of appeal or other like instrument and obtain Landlord's consent thereto, which consent will not be unreasonably withheld, before filing the Secured Loan Documents, same; (b) Tenant will deliver whatever security Landlord reasonably requires; (c) no part of Tenant will promptly and diligently prosecute the Cypress Premises, the Leased Property nor any Rent therefrom shall be in any immediate danger of sale, forfeiture, attachment contest or loss, and appeal at its sole expense; and (d) Tenant hereby indemnifies and holds harmless will keep Landlord from and against any cost, claim, damage, penalty or reasonable expense, including reasonable legal fees, incurred by Landlord in connection therewith or as a result fully informed 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 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 (a) to pay or cause to be paid any Claims when finally determined, (b) to provide reasonable security therefore, or (c) 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, together with interest at the Interest Rate from the date of Landlord’s payment until reimbursement.

Right to Contest. Tenant Within thirty (30) days after each tax and assessment payment is required by this Section 6.01 to be paid, Lessee shall provide Lessor with evidence reasonably satisfactory to Lessor that taxes and assessments have been timely paid by Lessee. In the right event Lessor receives a tax ▇▇▇▇, Lessor shall use commercially reasonable efforts to forward said ▇▇▇▇ to Lessee within fifteen (15) days of Lessor's receipt thereof. Lessee may, at Tenant’s sole cost and expense its own expense, contest or cause to be contested (in the case of any item involving more than $10,000, after prior written notice to Lessor, which shall be given within fifteen (15) days of Lessee's determination to contest 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 Cypress Premises and Leased Propertypermitted herein), by appropriate legal action or 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 Secured Loan Documents, deed of trust or other agreement encumbering the Cypress Premises or any part thereof and Tenant shall not contest any requirement set forth in the Secured Loan Documents, (c) no part of the Cypress Premises, 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 legal 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 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 (a) to pay or cause to be paid any Claims when finally determined, (b) to provide reasonable security therefore, or (c) 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 interest any costs, fees (including attorneys' fees and disbursements), interest, penalties or other liabilities in connection therewith. Lessor shall at the Interest Rate from request of Lessee, execute or join in the date execution of Landlord’s payment until reimbursementany instruments or documents necessary in connection with such contest or proceedings, but Lessor shall incur no cost or obligation thereby.

Right to Contest. Tenant Within thirty (30) days after each tax and assessment payment is required by this Section 6.01 to be paid, Lessee shall provide Lessor with evidence reasonably satisfactory to Lessor that taxes and assessments have been timely paid by Lessee. In the right event Lessor receives a tax ▇▇▇▇, Lessor shall use commercially reasonable efforts to forward said ▇▇▇▇ to Lessee within fifteen (15) days of Lessor's receipt thereof. Lessee may, at Tenant’s sole cost and expense its own expense, contest or cause to be contested (in the case of any item involving more than $10,000, after prior written notice to Lessor, which shall be given within fifteen (15) days of Lessee's determination to contest 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 Cypress Premises and Leased Propertypermitted herein), by appropriate legal action or 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 Secured Loan Documents, deed of trust or other agreement encumbering the Cypress Premises or any part thereof and Tenant shall not contest any requirement set forth in the Secured Loan Documents, (c) no part of the Cypress Premises, 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 legal 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 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 (a) to pay or cause to be paid any Claims when finally determined, (b) to provide reasonable security therefore, or (c) 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 Property 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 interest any costs, fees (including attorneys' fees and disbursements), interest, penalties or other liabilities in connection therewith. Lessor shall at the Interest Rate from request of Lessee, execute or join in the date execution of Landlord’s payment until reimbursementany instruments or documents necessary in connection with such contest or proceedings, but Lessor shall incur no cost or obligation thereby.

Right to Contest. Tenant Within thirty (30) days after each tax and assessment payment is required by this Section 6.01 to be paid, Lessee shall provide Lessor with evidence reasonably satisfactory to Lessor that taxes and assessments have been timely paid by Lessee. In the right event Lessor receives a tax ▇▇▇▇, Lessor shall use commercially reasonable efforts to forward said ▇▇▇▇ to Lessee within fifteen (15) days of Lessor’s receipt thereof. Lessee may, at Tenantits own expense, contest or cause to be contested (in the case of any item involving more than $10,000, after prior written notice to Lessor, which shall be given within fifteen (15) days of Lessee’s sole cost and expense 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 Cypress Premises and Leased Propertypermitted herein), by appropriate legal action or 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 Secured Loan Documents, deed of trust or other agreement encumbering the Cypress Premises or any part thereof and Tenant shall not contest any requirement set forth in the Secured Loan Documents, (c) no part of the Cypress Premises, 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 legal 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 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 (a) to pay or cause to be paid any Claims when finally determined, (b) to provide reasonable security therefore, or (c) 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 Property 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 interest any costs, fees (including attorneys’ fees and disbursements), interest, penalties or other liabilities in connection therewith. Lessor shall at the Interest Rate from request of Lessee, execute or join in the date execution of Landlord’s payment until reimbursementany instruments or documents necessary in connection with such contest or proceedings, but Lessor shall incur no cost or obligation thereby.

Right to Contest. Tenant Within thirty (30) days after each tax and assessment payment is required by this Section 6.01 to be paid, Lessee shall provide Lessor with evidence reasonably satisfactory to Lessor that taxes and assessments have been timely paid by Lessee. In the right event Lessor receives a tax ▇▇▇▇, Lessor shall use commercially reasonable efforts to forward said ▇▇▇▇ to Lessee within fifteen (15) days of Lessor’s receipt thereof. Lessee may, at Tenantits own expense, contest or cause to be contested (in the case of any item involving more than $10,000, after prior written notice to Lessor, which shall be given within fifteen (15) days of Lessee’s sole cost and expense 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 Cypress Premises and Leased Propertypermitted herein), by appropriate legal action or 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 Secured Loan Documents, deed of trust or other agreement encumbering the Cypress Premises or any part thereof and Tenant shall not contest any requirement set forth in the Secured Loan Documents, (c) no part of the Cypress Premises, 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 legal 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 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 (a) to pay or cause to be paid any Claims when finally determined, (b) to provide reasonable security therefore, or (c) 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 Property 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; (i) 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 interest any costs, fees (including attorneys’ fees and disbursements), interest, penalties or other liabilities in connection therewith. Lessor shall at the Interest Rate from request of Lessee, execute or join in the date execution of Landlord’s payment until reimbursementany instruments or documents necessary in connection with such contest or proceedings, but Lessor shall incur no cost or obligation thereby.

Right to Contest. Tenant Tenant, or Manager at Tenant’s direction, shall have the right at Tenant’s sole cost and expense 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 Cypress Premises and Leased Property, by appropriate legal action or 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 Secured Mortgage Loan Documents, deed of trust or other agreement encumbering the Cypress Premises Leased Property or any part thereof and Tenant or Manager shall not contest any requirement set forth in the Secured Mortgage Loan Documents, (c) no part of the Cypress Premises, 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 legal attorneys’ fees, incurred by Landlord in connection therewith or as a result thereof. 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 (ae) to pay or cause to be paid any Claims when finally determined, (bf) to provide reasonable security therefore, or (cg) 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, together with interest at the Interest Rate from the date of Landlord’s payment until reimbursement.

Right to Contest. Each of the Landlord and the Tenant (provided the Tenant is legally entitled to do so) shall have the right at Tenant’s sole cost and expense to contest in good faith the validity or amount of any Taxes which, in the case of the Landlord, the Landlord is responsible to pay under this Article 8.00 and which, in the case of the Tenant, the Tenant is responsible to pay under Subsection 8.02(b) and for which it is separately assessed. Notwithstanding anything to the contrary herein, the Tenant may, upon prior written notice to the Landlord, defer payment of any amount payable by it pursuant to Subsection 8.02(b) for which it is separately assessed, to the extent permitted by law; provided that no contest by the Tenant shall involve the possibility of forfeiture, sale or disturbance of the Landlord's interest in the Leased Premises or the imposition of any penalty or interest, charge or lien and that, upon the final determination of any contest by the Tenant, the Tenant shall immediately pay and satisfy the amount or validity found to be due, together with any costs, penalties and interest. If, as a result of any Impositioncontest by the Tenant, Legal Requirementany tax, Insurance Requirement, Environmental Obligation, Lien, attachmentrate, levy, encumbranceassessment, charge or claim (collectively, “Claims”) as to the Cypress Premises and Leased Property, by appropriate legal action or 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 Secured Loan Documents, deed of trust fee or other agreement encumbering charge is increased, the Cypress Premises or Tenant shall be responsible for the full amount of such increase in respect of the period to which the contest relates and to any part thereof and subsequent tax periods which commence during the Term. The Tenant shall not contest any requirement set forth in amount payable by it under Subsection 8.02(a) but may contest any amount payable by it under Subsection 8.02(b) or appeal any assessment therefor subject to complying with the Secured Loan Documentsfollowing: (a) the Tenant shall deliver to the Landlord any notices of appeal or other like instrument and obtain the Landlord's consent thereto, which consent shall not be unreasonably withheld, before filing the same; (b) the Tenant shall deliver whatever security the Landlord reasonably requires; (c) no part of the Cypress Premises, Tenant shall promptly and diligently prosecute the Leased Property nor any Rent therefrom shall be in any immediate danger of sale, forfeiture, attachment contest or loss, and appeal at its sole expense; and (d) Tenant hereby indemnifies and holds harmless Landlord from and against any cost, claim, damage, penalty or reasonable expense, including reasonable legal 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 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 keep the Landlord to the extent that Landlord has been reimbursed by Tenant. If Tenant shall fail (a) to pay or cause to be paid any Claims when finally determined, (b) to provide reasonable security therefore, or (c) 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, together with interest at the Interest Rate from the date of Landlord’s payment until reimbursementfully informed thereof.

Right to Contest. Tenant shall have the right at Tenant’s sole cost and expense to reasonably contest the amount or validity of any Imposition, Legal Requirement, Insurance Requirement, Environmental Obligation, Lien, attachment, levy, encumbrance, charge or claim (collectively, “Claims”) as Taxes payable with respect to the Cypress Premises and Leased Property(excluding any Taxes payable with respect to the Common Areas), in whole or in part, by appropriate administrative and legal action or proceedings, conducted either in good faith and with due diligenceits own name, provided that Landlord's name or jointly wit▇ ▇▇▇▇▇▇rd, without any cost or expense to Landlord (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 Secured Loan Documents, deed of trust or other agreement encumbering the Cypress Premises or any part thereof and Tenant shall not contest hereby agrees to indemnify and hold Landlord harmless from any requirement set forth in the Secured Loan Documents, (c) no part of the Cypress Premises, 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 all cost, claimliabilities, damage, penalty or reasonable expense, including reasonable legal 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 claims or expenses in connection therewithwith any such contest), and Tenant may postpone payment of any such contested Taxes pending the prosecution of such proceedings and any appeals so long as such proceedings shall operate to prevent the collection of such taxes (and any fines or penalties) unless and the sale of the Premises to satisfy any lien arising out of the nonpayment of the same, and Tenant, upon the reasonable request of Landlord, shall furnish a bond to the Landlord sufficient to secure the payment of all contested Taxes in those instances where posting a bond is an alternative for paying the taxes, costs and expenses in connection therewith as a pre-condition to undertaking any such contest. In lieu of such bond, Tenant agrees may elect to assume pay such Taxes under protest. Landlord shall execute and indemnify Landlord deliver to the Tenant whatever documents may be reasonably necessary or proper to permit Tenant to so contest any such Taxes or which may be necessary to secure payment of any refund (with respect to a tax year or portion thereof during the same. Tenant shall be entitled to any refund Term of any Claims and such charges and penalties or interest thereon this Lease) which have been paid by Tenant or paid by Landlord to the extent that Landlord has been reimbursed by Tenant. If Tenant shall fail (a) to pay or cause to be paid any Claims when finally determined, (b) to provide reasonable security therefore, or (c) to prosecute or cause to be prosecuted may result from 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, together with interest at the Interest Rate from the date of Landlord’s payment until reimbursementproceedings.

Right to Contest. Tenant Provided that the Premises are separately assessed and taxed, Photronics shall have the right right, at Tenant’s Photronics' sole cost risk and expense cost, to contest the amount or and/or validity of any Imposition, Legal Requirement, Insurance Requirement, Environmental Obligation, Lien, attachment, levy, encumbrance, charge or claim (collectively, “Claims”) as to the Cypress Premises and Leased Property, applicable real property taxes by appropriate legal action proceedings; provided, however, that said right shall be availed of by Photronics only upon the condition that Photronics shall indemnify, defend and hold Micron and the Premises harmless from any loss, cost or proceedingsexpense, conducted including, but not limited to, Micron's reasonable attorneys' fees, court costs and expenses of litigation, which in good faith and any manner arise from or with due diligence, provided that (a) the foregoing shall in no way be construed as relieving, modifying or extending Tenant’s obligation respect to pay any Claims required hereunder to be paid by Tenant as finally determined, (b) such contest and upon the further condition that Photronics shall take any and all actions, including, but not cause Landlord limited to, the payment of any judgment or Tenant bonding requirement, so as to be in default under any Secured Loan Documents, deed prevent the loss or forfeiture of trust or other agreement encumbering the Cypress Premises or any part thereof or of any other property of Micron. The foregoing shall not, however, be deemed or construed to relieve, modify, or extend Photronics' covenant to pay any such real property taxes at the time and Tenant shall not contest any requirement set forth in the Secured Loan Documentsmanner provided in this Article VI, (c) no part unless such proceedings shall operate to prevent the sale of the Cypress PremisesPremises or any part thereof or any other property of Micron or the placing of any lien thereon or on any other property of Micron to satisfy such taxes prior to the final determination of such proceedings. Under such circumstances, upon the Leased Property nor any Rent therefrom termination of such proceedings, Photronics shall be in any immediate danger promptly pay all real property taxes, if any, then payable as the result 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 legal 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 and the payment of any costs or expenses interest and penalties in connection therewith) unless Tenant agrees to assume , and indemnify Landlord with respect to the samecharges accruing in such proceedings. Tenant shall be entitled to To the extent Micron receives any refund of for any Claims and such charges and penalties or interest thereon which have been real property taxes paid by Tenant or paid by Landlord Photronics hereunder, Micron shall promptly pay and deliver such refund to the extent that Landlord has been reimbursed by Tenant. If Tenant shall fail (a) to pay or cause to be paid any Claims when finally determined, (b) to provide reasonable security therefore, or (c) 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, together with interest at the Interest Rate from the date of Landlord’s payment until reimbursementPhotronics.

Right to Contest. Notwithstanding any other provision of this Lease, Tenant shall have 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 contest, in good faith, the right at Tenant’s sole cost and expense 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 Cypress Premises and Leased Property, by appropriate legal action satisfy or 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 damages caused by Tenant as finally determinedany Permitted Violation, (biii) any interference with the use or occupancy of any of the Premises, (iv) any 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 not cause Landlord or be promptly and diligently prosecuted by Tenant to be in default under any Secured Loan Documentsa final conclusion, deed except that Tenant, so long as the conditions of trust this Section 40(n) are at all times complied with, has the right to attempt to settle or other agreement encumbering the Cypress Premises or any part thereof and compromise such contest through negotiations. Tenant shall not pay any and all losses, judgments, decrees and costs reasonably incurred in connection with any such contest any requirement set forth in and shall, promptly after the Secured Loan Documentsfinal determination of such contest, (c) no part of fully pay and discharge the Cypress Premises, the Leased Property nor any Rent therefrom amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in any immediate danger of saleconnection therewith, forfeituretogether with all penalties, attachment fines, interest and costs thereof or lossin connection therewith, and (d) Tenant hereby indemnifies and holds harmless Landlord from and against any cost, claim, damage, penalty perform all acts the performance of which shall be ordered or reasonable expense, including reasonable legal fees, incurred by Landlord in connection therewith or decreed as a result thereof. Landlord agrees to join in any No such proceedings if required legally to prosecute such contest, provided that Landlord contest shall not thereby be subjected to any liability therefore (including, without limitation, for the payment of any costs or expenses in connection therewith1) unless Tenant agrees to assume and indemnify Landlord with respect to the same. Tenant 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 subject Landlord to the extent that Landlord has been reimbursed by Tenant. If Tenant shall fail (a) to pay risk of any civil or cause to be paid any Claims when finally determined, (b) to provide reasonable security therefore, criminal liability or (c2) 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 Charges, together with interest at the Interest Rate from the date of charges or other fees or costs on Landlord’s payment until reimbursement.

Right to Contest. Tenant shall have the right at Tenant’s sole cost and expense 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 Cypress Premises and Leased Property, by appropriate legal action against all or 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 Secured Loan Documents, deed of trust or other agreement encumbering the Cypress Premises or any part thereof and Tenant shall not contest any requirement set forth in the Secured Loan Documents, (c) no part of the Cypress Leased Premises, or the Improvements at any time situated thereon by appropriate proceedings so long as such proceeding shall 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 Property nor 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 Rent therefrom shall be in 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 legal 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 thereoffinally determined in such proceedings, the payment of which may have been deferred during the prosecution of such proceedings, together with any costs, fees, interest, penalties or other liabilities in connection therewith. Landlord agrees to join in any such proceedings if required legally to prosecute such contest, provided that 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 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 (a) to pay or cause to be paid any Claims when finally determined, (b) to provide reasonable security therefore, or (c) 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, together with interest at the Interest Rate from the date of Landlord’s payment until reimbursementfully reimbursed.

Right to Contest. Tenant Within thirty (30) days after each tax and assessment payment is required by this Section 6.01 to be paid, Lessee shall provide Lessor with evidence reasonably satisfactory to Lessor that taxes and assessments have been timely paid by Lessee. In the right event Lessor receives a tax ▇▇▇▇, Lessor shall use commercially reasonable efforts to forward said ▇▇▇▇ to Lessee within fifteen (15) days of Lessor’s receipt thereof. Lessee may, at Tenantits own expense, contest or cause to be contested (in the case of any item involving more than $10,000, after prior written notice to Lessor, which shall be given within fifteen (15) days of Lessee’s sole cost and expense 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 Cypress Premises and Leased Propertypermitted herein), by appropriate legal action or 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 Secured Loan Documents, deed of trust or other agreement encumbering the Cypress Premises or any part thereof and Tenant shall not contest any requirement set forth in the Secured Loan Documents, (c) no part of the Cypress Premises, 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 legal 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 such item, provided that (i) neither the Properties nor any interest therein would be in any danger of being sold, forfeited or lost by reason of such proceedings; (ii) no Event of Default has occurred and is continuing; (iii) if and to the extent required by the applicable taxing authority and/or Lessor, Lessee posts a bond or takes other steps acceptable to such taxing authority and/or Lessor that removes such lien or stays enforcement thereof; (iv) Lessee shall promptly provide Lessor with copies of all notices received or delivered by Lessee and filings made by Lessee in connection with such proceeding; and (v) upon termination of such proceedings, it shall be the obligation of Lessee to pay the amount of any such tax and assessment or part thereof as finally determined in such proceedings, the payment of which may have been deferred during the prosecution of such proceedings, together with any costs 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 shall be entitled to any refund request of Lessee, execute or 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 (a) to pay or cause to be paid any Claims when finally determined, (b) to provide reasonable security therefore, or (c) 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 Charges, together with interest at the Interest Rate from the date of Landlord’s payment until reimbursementincur no cost or obligation thereby.

Right to Contest. Tenant or its designees shall have the right to contest or review all Taxes by legal proceedings, or in such other manner as it may deem suitable (which, if instituted, Tenant or its designees shall conduct promptly at Tenant’s sole its own cost and expense, and free of any expense to contest Landlord, and, with the amount consent of Landlord (not to be unreasonably withheld) or validity if necessary to prosecute such appeal, in the name of any Impositionand with the cooperation of Landlord, Legal Requirementand Landlord shall execute all documents reasonably necessary to accomplish the foregoing, Insurance Requirement, Environmental Obligation, Lien, attachment, levy, encumbrance, charge or claim (collectively, “Claims”) subject to Landlord’s prior approval as to the Cypress Premises form and Leased Propertycontent, by appropriate legal action or 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 which approval shall not cause Landlord or be unreasonably withheld). Notwithstanding the foregoing, Tenant to be in default under shall promptly pay all Taxes if at any Secured Loan Documents, deed of trust or other agreement encumbering time the Cypress Premises or any part thereof shall then be subject to imminent foreclosure litigation, or if Landlord shall be subject to any imminent liability, arising out of the nonpayment thereof. The legal proceedings referred to in this Section 6.3 shall include appropriate proceedings and appeals from orders therein and appeals from any judgments, decrees or orders. In the event of any reduction, cancellation or discharge, Tenant shall not contest any requirement set forth in pay the Secured Loan Documents, (c) no part of amount finally levied or assessed against the Cypress Premises, the Leased Property nor any Rent therefrom shall Premises or adjudicated to be in any immediate danger of sale, forfeiture, attachment or loss, due and (d) Tenant hereby indemnifies and holds harmless Landlord from and against any cost, claim, damage, penalty or reasonable expense, including reasonable legal fees, incurred by Landlord in connection therewith or as a result thereof. Landlord agrees to join in payable on 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 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 (a) to pay or cause to be paid any Claims when finally determined, (b) to provide reasonable security therefore, or (c) 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, together with interest at the Interest Rate from the date of Landlord’s payment until reimbursementcontested Taxes.

Right to Contest. From and after the Commencement Date, Tenant shall have the right right, at Tenant’s sole its own cost and expense 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 Cypress Premises and Leased Property, Imposition by appropriate legal action or proceedings, proceedings diligently conducted in good faith and with due diligencefaith, provided that (a) but only after payment of such Imposition or reserves set aside for the foregoing shall in no way be construed same, unless such payment, or a payment thereof under protest, would operate as relieving, modifying or extending Tenant’s obligation a bar to pay any Claims required hereunder to be paid by Tenant as finally determined, (b) such contest shall not cause Landlord or interfere materially with the prosecution thereof, in which event, notwithstanding the provisions of this Section 4.5, Tenant to may postpone or defer payment of such Imposition if (i) neither the Premises nor any portion thereof would, by reason of such postponement or deferment, be in default danger of being forfeited or lost, and (ii) if Tenant has assigned this Lease other than to an affiliate under any Secured Loan Documentscommon Control (as that term is defined below) with Tenant, deed Tenant or its assignee shall have deposited with Landlord in an escrow account cash payable to Landlord in the amount of trust the Imposition so contested and unpaid, together with all interest and penalties which may accrue in Landlord's reasonable judgment in connection therewith, and all charges that may or other agreement encumbering might be assessed against or become a charge on the Cypress Premises or any part portion thereof and during the pendency of such proceedings, or such other form of security reasonably satisfactory to Landlord. Tenant shall have the right, subject to Landlord's approval, not contest to be unreasonably withheld, delayed or conditioned, to select the counsel to be retained in connection with the prosecution of any requirement set forth such proceedings. If, during the continuance of such proceedings, Landlord shall, from time to time, reasonably deem in good faith that the amount deposited, if any, as aforesaid, is insufficient, Tenant shall, upon demand of Landlord, make additional deposits of such additional sums of money as Landlord may reasonably request. Upon failure of Tenant to make such additional deposits, the amount theretofore deposited, together with sums deposited in the Secured Loan DocumentsTax Account, may be applied by Landlord to the payment, removal and discharge of such Imposition and any interest, fines and penalties incurred or imposed in connection therewith, and any costs, fees (cincluding reasonable attorneys' fees) no and other liability (including costs incurred by Landlord) accruing in any such proceedings. Upon the termination of any such proceedings, Tenant shall pay the amount of such Imposition or part of the Cypress Premisesthereof, if any, as finally determined in such proceedings, the Leased Property nor payment of which may have been deferred during the prosecution of such proceedings, together with any Rent therefrom shall be in any immediate danger of salecosts, forfeiture, attachment or loss, and (d) Tenant hereby indemnifies and holds harmless Landlord from and against any cost, claim, damage, penalty or reasonable expensefees, including reasonable legal attorneys' fees, interest, penalties, fines and other liability incurred by Landlord or imposed in connection therewith or therewith, and upon such payment Landlord shall return all amounts deposited with it with respect to the contest of such Imposition, as a result thereofaforesaid, or, at the written direction of Tenant, Landlord shall make such payment out of the funds on deposit with Landlord and the balance, if any, shall be returned to Tenant. Landlord agrees shall not be required to join in any proceedings referred to in this Section 4.5 unless the provisions of any law, rule or regulation at the time in effect shall require that such proceedings if required legally to prosecute such contestbe brought by or in the name of Landlord, provided that in which event Landlord shall not thereby join in such proceedings or permit the same to be subjected to any liability therefore (brought in Landlord's name upon compliance with such conditions as Landlord may reasonably require, including, without limitation, representation by legal counsel of its choice. Landlord shall not ultimately be subject to any liability for the payment of any fees, including attorneys' fees, costs and expenses incurred or expenses imposed in connection therewith) unless with such proceedings. Tenant agrees to assume pay all such fees (including reasonable attorneys' fees), costs and indemnify expenses, or, on demand, to make reimbursement to Landlord for such payment. Subject to the foregoing, Landlord agrees to cooperate with Tenant, at no material out-of-pocket expense to Landlord, in connection with any efforts by Tenant to obtain any available abatements, reductions, rebates, reassessments of valuation or other relief with respect to the same. Tenant 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 (a) to pay or cause to be paid any Claims when finally determined, (b) to provide reasonable security therefore, or (c) 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, together with interest at the Interest Rate from the date of Landlord’s payment until reimbursementImpositions.

Right to Contest. After prior Notice to Landlord, Tenant shall have the right may contest (including through abatement proceedings), at Tenant’s its sole cost and expense 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 Cypress Premises and Leased Propertyexpense, by appropriate legal action or 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 Secured Loan Documentsdanger of being sold, deed of trust forfeited, attached, terminated, cancelled or other agreement encumbering the Cypress Premises or any part thereof and Tenant shall not contest any requirement set forth in the Secured Loan Documentslost, (c) at no part time during the permitted contest shall there be a risk of the Cypress Premises, 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 legal 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. Tenant shall be entitled to any refund of any Claims and such charges and penalties or interest thereon which have been paid by , whether technically assessed against Tenant or paid by Landlord to the extent that Landlord has been reimbursed by Tenant. If Tenant shall fail (a) to pay or cause to be paid any Claims when finally determined, (b) to provide reasonable security therefore, or (c) 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 Charges, together with interest at which obligations shall survive the Interest Rate from end of the date of Landlord’s payment until reimbursementTerm.

Right to Contest. Tenant shall have the right Tenant, at Tenant’s sole cost and expense its expense, 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 Cypress Premises and Leased Propertymay contest, by appropriate legal action or 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 Secured Loan Documents, deed of trust or other agreement encumbering the Cypress Premises or any part thereof and Tenant shall not contest be subject to being condemned or 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 Secured 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 Cypress Premises, 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 legal 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 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 such contest; and (f) Tenant shall fail (a) to pay or cause to be paid will comply with any Claims when finally determined, (b) to provide reasonable security thereforeApplicable Laws in accordance with the applicable provisions of this Lease if the Premises, or (c) 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, together with interest at the Interest Rate from the date of Landlord’s payment until reimbursement.