Common use of Right to Contest Clause in Contracts

Right to Contest. (a) If the Indemnified Party receives notice or has knowledge of any claim for which it believes the Indemnifying Party is obligated to provide indemnification, the Indemnified Party shall provide the Indemnifying Party with an Indemnification Claim within twenty (20) days of its receipt of same, but in no event later than ten (10) days prior to the date a responsive pleading with respect to such Indemnification Claim is due. The Indemnification Claim shall set forth a brief description of the facts giving rise to such a claim and the amount (or reasonable estimate) of the Indemnifiable Damages suffered or which may be suffered by the Indemnified Party. The Indemnified Party shall, at the expense of the Indemnifying Party, provide all information regarding the contest or defense of the claim and cooperate fully with the Indemnifying Party in the conduct of any such contest or defense. Before being required to make any payment pursuant to Sections 10.2 or 10.3 herein, the Indemnifying Party may, at its own expense, elect to undertake and control the defense of, and take all necessary steps properly to contest any claim in respect thereof involving third parties or to prosecute such claim to conclusion or settlement satisfactory to the Indemnified Party. If the Indemnifying Party makes the foregoing election, then the Indemnified Party shall have the right to participate, at its own expense, in all proceedings but shall not admit any liability, settle, compromise, pay or discharge the claim without the prior written consent of the Indemnifying Party. If the Indemnifying Party does not make such election, it shall be obligated to pay the costs of defending or prosecuting such claim and shall be bound by whatever result is obtained by the Indemnified Party respecting such claim. (b) Except as otherwise specifically provided herein, the remedies provided in this Agreement shall be cumulative and shall not preclude assertion by any party of any other rights or the seeking of any other remedies against any other party hereto.

Right to Contest. (a) If any party entitled to indemnification hereunder (the "Indemnified Party Party") receives notice or has knowledge of any claim for which it believes the Indemnifying Party other party hereto is obligated to provide indemnificationindemnification pursuant to Sections 10.2 or 10.3 herein (the "Indemnifying Party"), the Indemnified Party shall provide notify the Indemnifying Party with an Indemnification Claim in writing of such claim within twenty (20) days of its receipt of same, but in no event later than ten same (10) days prior to the date a responsive pleading with respect to such "Indemnification Claim is dueClaim"). The Indemnification Claim shall set forth a brief description of the facts giving rise to such a claim and the amount (or reasonable estimate) of the Indemnifiable Damages suffered or which may be suffered by the Indemnified Party. The Indemnified Party shall, at the expense of the Indemnifying Party, provide all information regarding the contest or defense of the claim and cooperate fully with the Indemnifying Party in the conduct of any such contest or defense. Before being required to make any payment pursuant to Sections 10.2 or 10.3 herein, the Indemnifying Party may, at its own expense, elect to undertake and control the defense of, and take all necessary steps properly to contest any claim in respect thereof involving third parties or to prosecute such claim to conclusion or settlement satisfactory to the Indemnified Party. If the Indemnifying Party makes the foregoing election, then the Indemnified Party shall have the right to participate, at its own expense, in all proceedings but shall not admit any liability, settle, compromise, pay or discharge the claim without the prior written consent of the Indemnifying Party. If the Indemnifying Party does not make such election, it shall be obligated to pay the costs of defending or prosecuting such claim and shall be bound by whatever result is obtained by the Indemnified Party respecting such claim. (b) Except as otherwise specifically provided hereinherein expressly provided, the remedies provided in this Agreement Article X shall be cumulative and shall not preclude assertion by any party of any other rights or the seeking of any other remedies against any other party hereto.

Right to Contest. (a) If the Indemnified Party receives notice or has knowledge of any claim for which it believes the Indemnifying Party is obligated to provide indemnification, the Indemnified Party shall provide the Indemnifying Party with an Indemnification Claim within twenty (20) days of its receipt of same, but in no event later than ten (10) days prior to the date a responsive pleading with respect to such Indemnification Claim is due. The Indemnification Claim shall set forth a brief description of the facts giving rise to such a claim and the amount (or reasonable estimate) of the Indemnifiable Damages suffered or which may be suffered by the Indemnified Party. The Indemnified Party shall, at the expense of the Indemnifying Party, provide all information regarding the contest or defense of the claim and cooperate fully with the Indemnifying Party in the conduct of any such contest or defense. Before being required to make any payment pursuant to Sections 10.2 or 10.3 herein, the Indemnifying Party may, at its own expense, elect to undertake and control the defense of, and take all necessary steps properly to contest any claim in respect thereof involving third parties or to prosecute such claim to conclusion or settlement satisfactory to the Indemnified Party. If the Indemnifying Party makes the foregoing election, then the Indemnified Party shall have the right to participate, at its own expense, in all proceedings but shall not admit any liability, settle, compromise, pay or discharge the claim without the prior written consent of the Indemnifying Party. If the Indemnifying Party does not make such election, it shall be obligated to pay the costs of defending or prosecuting such claim and shall be bound by whatever result is obtained by the Indemnified Party respecting such claim. (b) Except as otherwise specifically provided herein, the remedies provided in this Agreement Article X shall be cumulative and shall not preclude assertion by any party of any other rights or the seeking of any other remedies against any other party hereto.

Right to Contest. Tenant shall not be required to pay any Real Estate Taxes or any other taxes for which Tenant is liable hereunder (aincluding, without limitation, any taxes for which Tenant is required to indemnify Landlord under Section 6.5) If (including penalties and interest), so long as (i) Tenant shall contest the Indemnified Party receives notice same or has knowledge the validity thereof by appropriate legal proceedings in such a manner to prevent the tax sale of any claim 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 a contest would have a realistic possibility of success if litigated by providing to Landlord a letter from counsel stating an opinion to such effect. In the event of any such contest, Tenant shall, within thirty (30) days after the final determination thereof, pay and discharge the amounts determined to be due in accordance therewith and with the provisions of this Lease, together with any penalties, fines, interest, costs and 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 believes the Indemnifying Party is obligated to provide indemnification, the Indemnified Party shall provide the Indemnifying Party with an Indemnification Claim within twenty (20) days of its receipt of sameliable hereunder, but in no event later than ten (10) days with regard to which the position to be taken pursuant to such contest would not have a realistic possibility of success if litigated, provided that Tenant pays such taxes on or 12. prior to the date a responsive pleading with respect upon which such taxes are asserted to such Indemnification Claim is due. The Indemnification Claim shall set forth a brief description of the facts giving rise to such a claim and the amount (or reasonable estimate) of the Indemnifiable Damages suffered or which may be suffered due by the Indemnified Partyrelevant governmental authority. The Indemnified Party shallNotwithstanding the foregoing provisions of this Section 6.3, at Tenant shall have an unconditional right to contest (without prior payment) any taxes imposed by law upon Tenant rather than upon Landlord. Tenant's decision to pay any taxes prior to contesting its or another party's underlying liability therefore shall not be deemed to imply or suggest that the expense position to be taken in such contest would not have a realistic possibility of the Indemnifying Party, provide all information regarding the contest or defense of the claim and success if litigated. Landlord shall cooperate fully with Tenant in connection with the Indemnifying Party exercise of Tenant's right of contest contained herein, and in the conduct event that applicable law shall require that Landlord, rather than Tenant, pursue legal proceedings for such contest, Landlord will initiate and pursue such contest upon Tenant's request and in accordance with Tenant's instructions (including, without limitation, Tenant's instructions as to the selection of legal counsel and matters of strategy or settlement); provided, however, that Landlord shall not be subject to any liability for the payment of any costs or expenses in connection with any such contest or defense. Before being required to make any payment pursuant to Sections 10.2 or 10.3 herein, the Indemnifying Party may, at its own expense, elect to undertake and control the defense ofproceedings, and take Tenant will indemnify, defend and save harmless Landlord from and against any such costs and expenses (including, without limitation, reasonable attorneys' fees, costs of court and appraisal costs), reimbursing Landlord therefor upon demand (or paying such costs and expenses directly when due, all necessary steps properly as directed by Landlord). Tenant shall be entitled to contest any claim in respect thereof involving third parties refund of any taxes and penalties or to prosecute such claim to conclusion or settlement satisfactory interest from any governmental authority to the Indemnified Party. If extent the Indemnifying Party makes refund represents monies paid to the foregoing election, then the Indemnified Party shall have the right to participate, at its own expense, in all proceedings but shall not admit any liability, settle, compromise, pay governmental authority by Tenant or discharge the claim without the prior written consent of the Indemnifying Party. If the Indemnifying Party does not make such election, it shall be obligated to pay the costs of defending or prosecuting such claim paid by Landlord and shall be bound reimbursed by whatever result is obtained by the Indemnified Party respecting such claimTenant. (b) Except as otherwise specifically provided herein, the remedies provided in this Agreement shall be cumulative and shall not preclude assertion by any party of any other rights or the seeking of any other remedies against any other party hereto.

Right to Contest. (a) If the Indemnified Party receives After prior written notice or has knowledge of any claim for which it believes the Indemnifying Party is obligated to provide indemnificationLender, the Indemnified Party shall provide the Indemnifying Party with an Indemnification Claim within twenty (20) days of its receipt of same, but in no event later than ten (10) days prior to the date a responsive pleading with respect to such Indemnification Claim is due. The Indemnification Claim shall set forth a brief description of the facts giving rise to such a claim and the amount (or reasonable estimate) of the Indemnifiable Damages suffered or which may be suffered by the Indemnified Party. The Indemnified Party shall, at the expense of the Indemnifying Party, provide all information regarding the contest or defense of the claim and cooperate fully with the Indemnifying Party in the conduct of any such contest or defense. Before being required to make any payment pursuant to Sections 10.2 or 10.3 herein, the Indemnifying Party mayBorrower, at its own expense, elect may contest by appropriate legal proceeding, promptly initiated and conducted in good faith with due diligence, the amount or validity or application in whole or in part of any of the Taxes or Other Charges (for purposes of this Section 9.02(b), "Other Charges" shall be deemed to undertake include mechanics' and control materialman's liens and trade payables), provided that: (i) no Event of Default exists; (ii) such proceeding suspends the defense ofcollection of such Taxes or Other Charges and the Property will not be in danger of being sold for such unpaid Taxes or Other Charges, or Borrower has paid all of such Taxes or Other Charges under protest; (iii) such proceeding is permitted under and take is conducted in accordance with the provisions of any other instrument to which Borrower or the Property is subject and does not constitute a default thereunder; (iv) if Borrower has not paid the disputed amounts in full under protest, Borrower shall deposit with Lender (or a court or other Governmental Authority as/if applicable) cash (or other security as may be approved, in writing, by Lender) in an amount Lender deems sufficient to insure the payment of any such Taxes or Other Charges together with interest and penalties thereon, if any, provided that after a Securitization, one hundred twenty-five percent (125%) of the contested amount (plus anticipated penalty and interest) shall be deposited with Lender; (v) Borrower furnishes to Lender all necessary steps properly other items reasonably requested by Lender; and (vi) upon a final determination thereof, Borrower promptly pays the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith. Lender may pay over any security held by Lender pursuant to contest any claim in respect thereof involving third parties or to prosecute such claim to conclusion or settlement satisfactory this Section to the Indemnified Partyclaimant entitled thereto at any time when, in Lender's judgment, the entitlement of such claimant is established, and, to the extent the security posted by Borrower with Lender is insufficient to pay the full amount due (including, without limitation, any penalties or interest thereon), Borrower shall be liable for the deficiency. If Lender pays the Indemnifying Party makes the foregoing election, then the Indemnified Party shall have the right to participate, at its own expense, in all proceedings but deficiency (which Lender shall not admit any liability, settle, compromise, pay or discharge the claim without the prior written consent of the Indemnifying Party. If the Indemnifying Party does not make such election, it shall be obligated to pay do), the costs of defending or prosecuting such claim and amount paid by Lender shall be bound by whatever result is obtained added to principal, shall bear interest at the Default Rate until paid in full and payment of such amounts shall be secured by the Indemnified Party respecting such claimSecurity Instrument and other collateral given to secure the Loan. (b) Except as otherwise specifically provided herein, the remedies provided in this Agreement shall be cumulative and shall not preclude assertion by any party of any other rights or the seeking of any other remedies against any other party hereto.

Right to Contest. (a) If any party entitled to indemnification hereunder (the "Indemnified Party Party") receives notice or has knowledge of any claim for which it believes the Indemnifying Party other party hereto is obligated to provide indemnificationindemnification pursuant to Sections 10.2 or 10.3 herein (the "Indemnifying Party"), the Indemnified Party shall provide notify the Indemnifying Party with an Indemnification Claim in writing of such claim within twenty (20) days of its receipt of same, but in no event later than ten same (10) days prior to the date a responsive pleading with respect to such "Indemnification Claim is dueClaim"). The Indemnification Claim shall set forth a brief description of the facts giving rise to such a claim and the amount (or reasonable estimate) of the Indemnifiable Damages suffered or which may be suffered by the Indemnified Party. The Indemnified Party shall, at the expense of the Indemnifying Party, provide all information regarding the contest or defense of the claim and cooperate fully with the Indemnifying Party party in the conduct of any such contest or defense. Before being required to make any payment pursuant to Sections 10.2 or 10.3 herein, the Indemnifying Party may, at its own expense, elect to undertake and control the defense of, and take all necessary steps properly to contest any claim in respect thereof involving third parties or to prosecute such claim to conclusion or settlement satisfactory to the Indemnified Party. If the Indemnifying Party makes the foregoing election, then the Indemnified Party shall have the right to participate, at its own expense, in all proceedings but shall not admit any liability, settle, compromise, pay or discharge the claim without the prior written consent of the Indemnifying Party. If the Indemnifying Party does not make such election, it shall be obligated to pay the costs of defending or prosecuting such claim and shall be bound by whatever result is obtained by the Indemnified Party respecting such claim. (b) Except as otherwise specifically provided hereinherein expressly provided, the remedies provided in this Agreement Article X shall be cumulative and shall not preclude assertion by any party of any other rights or the seeking of any other remedies against any other party hereto.

Right to Contest. Lessor or Head Lessor (ain each case, the "Tax Party") If the Indemnified Party receives notice or has knowledge shall notify Lessee in writing of any claim for actual or proposed claim, adjustment or other action of any tax authority received by such Tax Party in writing with respect to which it believes the Indemnifying Party is obligated Lessee may be required to provide indemnificationindemnification under this Section 19.03 ("Proposed Adjustment") (but failure of any Tax Party to so notify Lessee shall not relieve Lessee of its obligations hereunder except to the extent that Lessee is precluded from any contest and actually and materially harmed thereby). If Lessee shall request in writing within thirty (30) days after such Tax Party's notice described above that the Proposed Adjustment be contested (or such shorter period in which the Tax Party may be required to take action), the Indemnified such Tax Party shall provide contest the Indemnifying Proposed Adjustment; provided, however, that: (i) prior to taking such action, Lessee shall have furnished such Tax Party with an Indemnification Claim within twenty opinion of independent tax advisor chosen by Lessee and reasonably acceptable to such Person, to the effect that such Person has a reasonable possibility of success in contesting the claim; (20ii) days prior to taking such action, Lessee shall have (A) acknowledged its obligation to indemnify such Tax Party hereunder in the event such Person does not prevail in such contest and (B) agreed to reimburse such Person, promptly on demand, all costs and expenses that such Person may incur in connection with contesting such claim, including without limitation reasonable attorneys' and accountants' fees and expenses; (iii) no Lease Event of its receipt Default shall exist and be continuing, (iv) such Person shall not be obligated to contest any proposed amount that is less than S25,000.00; and (v) such Person shall in all events control the contest, and Lessee shall not have any right to inspect the books and records of samesuch Person, but shall have reasonable opportunity to review and comment on portions of documentation, protests, memoranda or briefs relating exclusively to a Proposed Adjustment. In the event such Tax Party shall pay the tax claimed and then seek a refund, such Person may require Lessee to advance funds sufficient to pay the tax that would be indenmified by Lessee hereunder if the claim were resolved adversely to such Person, in no event later than ten (10) days prior which case, to the date a responsive pleading extent the refund claim is successful, such funds received form the taxing authority an attributable thereto, to the extent not required to be applied to an indemnity payable hereunder, shall be refunded to Lessee. Notwithstanding anything to the contrary in this Section 19.03(c) such Tax Party may at any time decline to take any further action with respect to a Proposed Adjustment or may settle any contest without the consent of Lessee; provided, however, that if Lessee shall have duly complied with all the terms of this Section 19.03(c), and Lessee shall reasonably withhold in writing its consent to all or part of such Indemnification Claim is due. The Indemnification Claim shall set forth a brief description assessment or settlement based upon its evaluation of the facts giving rise to such a claim and the amount (or reasonable estimate) of the Indemnifiable Damages suffered or which may be suffered by the Indemnified Party. The Indemnified Party shallmerits, at the expense of the Indemnifying Party, provide all information regarding the contest or defense of the claim and cooperate fully with the Indemnifying Party in the conduct of any such contest or defense. Before being required to make any payment pursuant to Sections 10.2 or 10.3 herein, the Indemnifying Party may, at its own expense, elect to undertake and control the defense of, and take all necessary steps properly to contest any claim in respect thereof involving third parties or to prosecute such claim to conclusion or settlement satisfactory to the Indemnified Party. If the Indemnifying Party makes the foregoing election, then the Indemnified Party shall have the right to participate, at its own expense, in all proceedings but Lessee shall not admit any liability, settle, compromise, pay or discharge the claim without the prior written consent of the Indemnifying Party. If the Indemnifying Party does not make such election, it shall be obligated to pay indemnify such Tax Party for the costs portion of defending such assessment or prosecuting such claim and shall be bound by whatever result is obtained by the Indemnified Party respecting such claimsettlement to which Lessee has reasonably withheld its consent. (b) Except as otherwise specifically provided herein, the remedies provided in this Agreement shall be cumulative and shall not preclude assertion by any party of any other rights or the seeking of any other remedies against any other party hereto.

Right to Contest. (a) If An Indemnitee shall afford each Indemnitor the Indemnified Party receives notice or has knowledge of any claim for which it believes the Indemnifying Party is obligated to provide indemnification, the Indemnified Party shall provide the Indemnifying Party with an Indemnification Claim within twenty (20) days of its receipt of same, but in no event later than ten (10) days prior to the date a responsive pleading with respect to such Indemnification Claim is due. The Indemnification Claim shall set forth a brief description of the facts giving rise to such a claim and the amount (or reasonable estimate) of the Indemnifiable Damages suffered or which may be suffered by the Indemnified Party. The Indemnified Party shallopportunity, at Indemnitor’s own expense, to assume the expense of the Indemnifying Party, provide all information regarding the contest defense or defense of the claim and cooperate fully with the Indemnifying Party in the conduct settlement of any such contest or defenseclaim, with counsel of its own choosing. Before being required In connection therewith, the Indemnitee shall cooperate fully to make any payment pursuant available all pertinent information under its control and shall have the right to Sections 10.2 or 10.3 herein, join in the Indemnifying Party maydefense, at its own expense, with counsel of its own. If an Indemnitor does not elect to undertake and control the defense ofof a claim on the terms provided below, and take all necessary steps properly the Indemnitee shall be entitled to contest any claim in respect thereof involving third parties or to prosecute such claim to conclusion undertake the defense or settlement satisfactory to of the Indemnified Partyclaim at the expense of and for the account and risk of such Indemnitor, as provided under this Article 13. If the Indemnifying Party makes the foregoing election, then the Indemnified Party An Indemnitor shall have the right to participate, at assume the entire defense of a claim here­under provided that (a) Indemnitor gives written notice of its own expense, in all proceedings but shall not admit any liability, settle, compromise, pay or discharge desire to defend such claim (the claim without the prior written consent “Notice of Defense”) to Indemnitee within fifteen (15) days after Indemnitor’s receipt of the Indemnifying Party. If the Indemnifying Party does not make such election, it shall be obligated to pay the costs Notice of defending or prosecuting such claim and shall be bound by whatever result is obtained by the Indemnified Party respecting such claim. Claim; (b) Except as otherwise specifically provided herein, the remedies provided in this Agreement Indemnitor’s defense of such claim shall be cumulative without cost to Indemnitee or prejudice to Indemnitee’s rights under this Article 13; (c) counsel chosen by Indemnitor to defend such claim shall be reasonably acceptable to each Indemnitee; (d) Indemnitor shall bear all costs and expenses in connection with the defense and set­tlement of such claim; (e) each Indemnitee shall have the right to receive periodic reports from Indemnitor and Indemnitor’s counsel; and (f) Indemnitor will not, without each Indemnitee’s written consent, settle or compromise any claim or consent to any entry of judgment which does not preclude assertion include as an unconditional term thereof the giving by any party the claimant or plaintiff of any other rights or a release of all liability with respect to the seeking claim. Solely for purposes of any other remedies against any other party heretosubsection (e) above, Indemnitor shall waive its attorney-client privilege.

Right to Contest. (a) If the Indemnified Party receives notice or has knowledge of any claim for which it believes the Indemnifying Party is obligated to provide indemnification, the Indemnified Party shall provide the Indemnifying Party with an Indemnification Claim within twenty (20) days of its receipt of same, but in no event later than ten (10) days prior Notwithstanding anything to the date a responsive pleading with respect to such Indemnification Claim is due. The Indemnification Claim shall set forth a brief description of the facts giving rise to such a claim and the amount (or reasonable estimate) of the Indemnifiable Damages suffered or which may be suffered by the Indemnified Party. The Indemnified Party shallcontrary contained in this Section, at the expense of the Indemnifying Party, provide all information regarding the contest or defense of the claim and cooperate fully with the Indemnifying Party in the conduct of any such contest or defense. Before being required to make any payment pursuant to Sections 10.2 or 10.3 herein, the Indemnifying Party may, at its own expense, elect to undertake and control the defense of, and take all necessary steps properly to contest any claim in respect thereof involving third parties or to prosecute such claim to conclusion or settlement satisfactory to the Indemnified Party. If the Indemnifying Party makes the foregoing election, then the Indemnified Party Mortgagor shall have the right to participatecontest in good faith any Imposition imposed on the Premises, provided that and so long as (i) the same is done by Mortgagor upon prior written notice to Mortgagee and at its own expense, Mortgagor's sole cost and expense and with due diligence and continuity so as to resolve such contest as promptly as possible; (ii) the Premises will not be in all proceedings but immediate danger of being forfeited or lost by reason of such contest; (iii) such contest shall not admit subject Mortgagee to prosecution for a criminal offense or a claim for civil liability; (iv) Mortgagor shall establish a reserve or other security with Mortgagee in an amount and in form and substance satisfactory to Mortgagee for application toward the cost of curing or removing the same from record pursuant to clause (v) below; (v) in any liabilityevent, settleeach such contest shall be concluded and the tax assessment, compromisepenalties, pay interest and cost shall be paid prior to the date such judgment becomes final or discharge any writ or order is issued under which the claim without Premises may be sold pursuant to such judgment; and (vi) Mortgagor agrees in writing to indemnify and hold harmless Mortgagee from and against any and all expenses, claims, demands, obligations, liabilities, suits, actions and penalties upon or arising out of such contest. Pending the prior written consent determination of the Indemnifying Party. If the Indemnifying Party does any such contest, Mortgagor shall not make such election, it shall be obligated to pay any such Imposition unless non-payment of such Imposition will subject the costs Premises to sale or other liability or forfeit by reason of defending or prosecuting non-payment. In addition, to the extent that the same may be permitted by law, Mortgagor shall have the right to apply for the conversion of any Imposition to make the same payable in annual installments over a period of years, and upon such claim and conversion Mortgagor shall be bound obligated only to pay and discharge said periodic installments as required by whatever result is obtained by the Indemnified Party respecting such claimthis Section. (b) Except as otherwise specifically provided herein, the remedies provided in this Agreement shall be cumulative and shall not preclude assertion by any party of any other rights or the seeking of any other remedies against any other party hereto.

Right to Contest. (a) If the Indemnified Party receives After prior written notice or has knowledge of any claim for which it believes the Indemnifying Party is obligated to provide indemnificationLender, the Indemnified Party shall provide the Indemnifying Party with an Indemnification Claim within twenty (20) days of its receipt of same, but in no event later than ten (10) days prior to the date a responsive pleading with respect to such Indemnification Claim is due. The Indemnification Claim shall set forth a brief description of the facts giving rise to such a claim and the amount (or reasonable estimate) of the Indemnifiable Damages suffered or which may be suffered by the Indemnified Party. The Indemnified Party shall, at the expense of the Indemnifying Party, provide all information regarding the contest or defense of the claim and cooperate fully with the Indemnifying Party in the conduct of any such contest or defense. Before being required to make any payment pursuant to Sections 10.2 or 10.3 herein, the Indemnifying Party mayBorrower, at its own expense, elect may contest by appropriate legal proceeding, promptly initiated and conducted in good faith with due diligence, the amount or validity or application in whole or in part of any of the Taxes or Other Charges, provided that: (i) no Event of Default exists; (ii) such proceeding suspends the collection of such Taxes or Other Charges and the Property will not be in danger of being sold for such unpaid Taxes or Other Charges, or Borrower has paid all of such Taxes or Other Charges under protest; (iii) such proceeding is permitted under and is conducted in accordance with the provisions of any other instrument to undertake which Borrower or the Property is subject and control does not constitute a default thereunder; (iv) if Borrower has not paid the defense ofdisputed amounts in full under protest, Borrower shall deposit with Lender cash (or other security as may be approved, in writing, by Lender) in an amount Lender deems sufficient to insure the payment of any such Taxes or Other Charges together with interest and penalties thereon, if any, provided that after a Securitization, one hundred twenty-five percent (125%) of the contested amount (plus anticipated penalty and interest) shall be deposited with Lender; (v) Borrower furnishes to Lender all other items reasonably requested by Lender; and (vi) upon a final determination thereof, Borrower promptly pays the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith, and take all necessary steps properly Borrower shall be permitted to contest any claim in respect thereof involving third parties or use the amount so deposited with lender to prosecute make such claim to conclusion or settlement satisfactory payment, and to the Indemnified Partyextent any of such funds remain with Lender following such payment, if no Event of Default shall have occurred, Lender shall disburse all remaining funds to Borrower. Lender may pay over any security held by Lender pursuant to this Section to the claimant entitled thereto at any time when, in Lender’s judgment, the entitlement of such claimant is established, and, to the extent the security posted by Borrower with Lender is insufficient to pay the full amount due (including, without limitation, any penalties or interest thereon), Borrower shall be liable for the deficiency. If Lender pays the Indemnifying Party makes the foregoing election, then the Indemnified Party shall have the right to participate, at its own expense, in all proceedings but deficiency (which Lender shall not admit any liability, settle, compromise, pay or discharge the claim without the prior written consent of the Indemnifying Party. If the Indemnifying Party does not make such election, it shall be obligated to pay do), the costs of defending or prosecuting such claim and amount paid by Lender shall be bound by whatever result is obtained added to principal, shall bear interest at the Default Rate until paid in full and payment of such amounts shall be secured by the Indemnified Party respecting such claimSecurity Instrument and other collateral given to secure the Loan. (b) Except as otherwise specifically provided herein, the remedies provided in this Agreement shall be cumulative and shall not preclude assertion by any party of any other rights or the seeking of any other remedies against any other party hereto.

Right to Contest. Lessor or Head Lessor (ain each case, the "Tax Party") If the Indemnified Party receives notice or has knowledge shall notify Lessee in writing of any claim for actual or proposed claim, adjustment or other action of any tax authority received by such Tax Party in writing with respect to which it believes the Indemnifying Party is obligated Lessee may be required to provide indemnificationindemnification under this Section 19.03 ("Proposed Adjustment") (but failure of any Tax Party to so notify Lessee shall not relieve Lessee of its obligations hereunder except to the extent that Lessee is precluded from any contest and actually and materially harmed thereby). If Lessee shall request in writing within thirty (30) days after such Tax Party's notice described above that the Proposed Adjustment be contested (or such shorter period in which the Tax Party may be required to take action), the Indemnified such Tax Party shall provide contest the Indemnifying Proposed Adjustment; provided, however, that: (i) prior to taking such action, Lessee shall have furnished such Tax Party with an Indemnification Claim within twenty opinion of independent tax advisor chosen by Lessee and reasonably acceptable to such Person, to the effect that such Person has a reasonable possibility of success in contesting the claim; (20ii) days prior to taking such action, Lessee shall have (A) acknowledged its obligation to indemnify such Tax Party hereunder in the event such Person does not prevail in such contest and (B) agreed to reimburse such Person, promptly on demand, all costs and expenses that such Person may incur in connection with contesting such claim, including without limitation reasonable attorneys' and accountants' fees and expenses; (iii) no Lease Event of its receipt Default shall exist and be continuing, (iv) such Person shall not be obligated to contest any proposed amount that is less than $25,000.00; and (v) such Person shall in all events control the contest, and Lessee shall not have any right to inspect the books and records of samesuch Person, but shall have reasonable opportunity to review and comment on portions of documentation, protests, memoranda or briefs relating exclusively to a Proposed Adjustment. In the event such Tax Party shall pay the tax claimed and then seek a refund, such Person may require Lessee to advance funds sufficient to pay the tax that would be indemnified by Lessee hereunder if the claim were resolved adversely to such Person, in no event later than ten (10) days prior which case, to the date a responsive pleading extent the refund claim is successful, such funds received form the taxing authority an attributable thereto, to the extent not required to be applied to an indemnity payable hereunder, shall be refunded to Lessee. Notwithstanding anything to the contrary in this Section 19.03(c) such Tax Party may at any time decline to take any further action with respect to a Proposed Adjustment or may settle any contest without the consent of Lessee; provided, however, that if Lessee shall have duly complied with all the terms of this Section 19.03(c), and Lessee shall reasonably withhold in writing its consent to all or part of such Indemnification Claim is due. The Indemnification Claim shall set forth a brief description assessment or settlement based upon its evaluation of the facts giving rise to such a claim and the amount (or reasonable estimate) of the Indemnifiable Damages suffered or which may be suffered by the Indemnified Party. The Indemnified Party shallmerits, at the expense of the Indemnifying Party, provide all information regarding the contest or defense of the claim and cooperate fully with the Indemnifying Party in the conduct of any such contest or defense. Before being required to make any payment pursuant to Sections 10.2 or 10.3 herein, the Indemnifying Party may, at its own expense, elect to undertake and control the defense of, and take all necessary steps properly to contest any claim in respect thereof involving third parties or to prosecute such claim to conclusion or settlement satisfactory to the Indemnified Party. If the Indemnifying Party makes the foregoing election, then the Indemnified Party shall have the right to participate, at its own expense, in all proceedings but Lessee shall not admit any liability, settle, compromise, pay or discharge the claim without the prior written consent of the Indemnifying Party. If the Indemnifying Party does not make such election, it shall be obligated to pay indemnify such Tax Party for the costs portion of defending such assessment or prosecuting such claim and shall be bound by whatever result is obtained by the Indemnified Party respecting such claimsettlement to which Lessee has reasonably withheld its consent. (b) Except as otherwise specifically provided herein, the remedies provided in this Agreement shall be cumulative and shall not preclude assertion by any party of any other rights or the seeking of any other remedies against any other party hereto.

Right to Contest. (a) If After prior written notice to Indemnitee, Indemnitor may, at its sole cost and expense, contest any Environmental Liens or Environmental Laws, or perform any Remediation, provided that all of the Indemnified Party receives notice or has knowledge following conditions are continuously satisfied at all times during the course of any claim such contest or Remediation: (i) no Event of Default (other than as related to the Hazardous Substances involved in such contest or Remediation) exists and is continuing under any of the Loan Documents; (ii) such proceeding shall be permitted under and be conducted in accordance with all applicable statutes, laws and ordinances; (iii) neither the Property nor any part thereof or interest therein will be in reasonable danger of being sold, forfeited, terminated, canceled or lost; (iv) Indemnitee (and Indemnitee’s agents, officers, directors, servants, employees, contractors and shareholders) shall not be subject to any criminal or other penalties, fines, costs or expenses, by reason of such contest or Remediation or any delays in connection therewith, for which it believes they are not indemnified by Indemnitor; (v) only if collateral is not required to be posted in connection with such proceeding, in the Indemnifying Party case of Liens in excess of the Contest Threshold (as defined in the Loan Agreement), to insure the payment of such Environmental Liens during the term of such contest, Borrower shall deliver to Lender either (A) cash, cash equivalents, a Letter of Credit, a guaranty from a Qualified Guarantor or other security as may be reasonably approved by Lender, in an amount equal to one hundred ten percent (110%) of the contested amount over the Contest Threshold or (B) a payment and performance bond in an amount equal to one hundred percent (100%) of the contested amount over the Contest Threshold from a surety acceptable to Lender in its reasonable discretion; (vi) such contest shall not be reasonably likely to result in a Material Adverse Effect; and (vii) a contest shall be diligently prosecuted until a final judgment is obligated obtained or final settlement or release is affected. (b) After ten (10) Business Days’ notice to provide indemnificationBorrower, Lender may pay over any such cash or other security held by Lender to the claimant entitled thereto at any time when, in the reasonable judgment of Lender, the Indemnified Party entitlement of such claimant is established by the Governmental Authority authorized to make such determination or the Property (or any part thereof or interest therein) shall provide be in immediate danger of being sold, forfeited, terminated, cancelled or lost or there shall be any immediate danger of the Indemnifying Party Lien of the Mortgage being primed by any related Environmental Lien. (c) Unless a contest has been instituted as permitted hereunder with respect to any Remediation, Indemnitor shall commence the Remediation in accordance with Environmental Laws. In any event, except in the case of an Indemnification Claim emergency, at least fifteen (15) Business Days prior to commencement of such Remediation, Indemnitor shall submit to Indemnitee reasonably detailed plans for such Remediation complying with Environmental Laws. (d) If a contest has been instituted as permitted hereunder, Remediation shall be instituted promptly following an unsuccessful nonappealable completion of any contest and shall be diligently prosecuted until the Hazardous Substances involved in the contest are removed, relocated, encapsulated or disposed of as required by the Environmental Laws. (e) Indemnitor shall notify Indemnitee within twenty (20) days of its receipt of same, but in no event later than ten (10) days prior to the date a responsive pleading with respect to such Indemnification Claim is due. The Indemnification Claim shall set forth a brief description after commencement of the facts giving rise to such a claim and the amount (or reasonable estimate) of the Indemnifiable Damages suffered or which may be suffered by the Indemnified Party. The Indemnified Party shall, at the expense of the Indemnifying Party, provide all information regarding the contest or defense of the claim and cooperate fully with the Indemnifying Party in the conduct of any such contest or defense. Before being required to make any payment pursuant to Sections 10.2 or 10.3 herein, the Indemnifying Party may, at its own expense, elect to undertake and control the defense of, and take all necessary steps properly to contest any claim in respect thereof involving third parties or to prosecute such claim to conclusion or settlement satisfactory to the Indemnified Party. If the Indemnifying Party makes the foregoing election, then the Indemnified Party shall have the right to participate, at its own expense, in all proceedings but shall not admit any liability, settle, compromise, pay or discharge the claim without the prior written consent of the Indemnifying Party. If the Indemnifying Party does not make such election, it shall be obligated to pay the costs of defending or prosecuting such claim Remediation and shall be bound by whatever result is obtained by render to Indemnitee a written monthly report detailing the Indemnified Party respecting progress thereof including such claiminformation as Indemnitee shall reasonably request. (bf) Except So long as otherwise specifically provided hereinall of such conditions are continuously satisfied, the remedies provided in this Agreement shall be cumulative and Indemnitor may proceed with such contest; provided, however, Indemnitor shall not preclude assertion by enter into any party of any other rights settlement agreement binding upon Indemnitee without its prior consent, which consent shall not be unreasonably withheld, conditioned or the seeking of any other remedies against any other party heretodelayed. Any such settlement effected without Indemnitee’s prior consent shall not be binding on Indemnitee.

Right to Contest. (a) If the Indemnified Party receives notice or has knowledge of any claim for which it believes the Indemnifying Party is obligated to provide indemnification, the Indemnified Party shall provide the Indemnifying Party with an Indemnification Claim within twenty (20) days of its receipt of same, but in no event later than ten (10) days prior to the date a responsive pleading with respect to such Indemnification Claim is due. The Indemnification Claim shall set forth a brief description of the facts giving rise to such a claim and the amount (or reasonable estimate) of the Indemnifiable Damages suffered or which may be suffered by the Indemnified Party. The Indemnified Party shall, at the expense of the Indemnifying Party, provide all information regarding the contest or defense of the claim and cooperate fully with the Indemnifying Party in the conduct of any such contest or defense. Before being required to make any payment pursuant to Sections 10.2 12.4 or 10.3 12.5 herein, the Indemnifying Party may, at its own expense, elect to undertake and control the defense of, and take all necessary steps properly to contest any claim in respect thereof involving third parties or to prosecute such claim to conclusion or settlement satisfactory to the Indemnified Party; provided, however, the Indemnifying Party shall have no obligation or liability under Sections 12.4 or 12.5 hereof for Indemnifiable Damages with respect to any Indemnification Claim in excess of any written settlement offer with respect to such Indemnification Claim which the Indemnified Party did not accept. If the Indemnifying Party makes the foregoing election, then the Indemnified Party shall have the right to participate, at its own expense, in all proceedings but shall not admit any liability, settle, compromise, pay or discharge the claim without the prior written consent of the Indemnifying Party. If the Indemnifying Party does not make such election, it shall be obligated to pay the costs of defending or prosecuting such claim and shall be bound by whatever result is obtained by the Indemnified Party respecting such claim. (b) Except as otherwise specifically provided herein, the remedies provided in this Agreement Section 12.4 and 12.5 shall be cumulative and shall not preclude assertion by any party of any other rights or the seeking of any other remedies (including specific performance of this Asset Purchase Agreement) against any other party hereto.

Right to Contest. (a) If Indemnitee shall afford Indemnitor the Indemnified Party receives notice or has knowledge of any claim for which it believes the Indemnifying Party is obligated to provide indemnification, the Indemnified Party shall provide the Indemnifying Party with an Indemnification Claim within twenty (20) days of its receipt of same, but in no event later than ten (10) days prior to the date a responsive pleading with respect to such Indemnification Claim is due. The Indemnification Claim shall set forth a brief description of the facts giving rise to such a claim and the amount (or reasonable estimate) of the Indemnifiable Damages suffered or which may be suffered by the Indemnified Party. The Indemnified Party shallopportunity, at Indemnitor’s own expense, to assume the expense of the Indemnifying Party, provide all information regarding the contest defense or defense of the claim and cooperate fully with the Indemnifying Party in the conduct settlement of any such contest or defenseclaim, with its own counsel. Before being required In connection therewith, the Indemnitee shall cooperate fully to make any payment pursuant available all pertinent information under its control and shall have the right to Sections 10.2 or 10.3 herein, join in the Indemnifying Party maydefense, at its own expense, with its own counsel. If Indemnitor does not elect to undertake and control the defense ofof a claim on the terms provided below, and take all necessary steps properly Indemnitee shall be entitled to contest any claim in respect thereof involving third parties or to prosecute such claim to conclusion undertake the defense or settlement satisfactory to of the Indemnified Party. If claim at the Indemnifying Party makes expense of and for the foregoing election, then the Indemnified Party account and risk of Indemnitor. (b) Indemnitor shall have the right to participate, at its own expense, in all proceedings but shall not admit any liability, settle, compromise, pay or discharge assume the entire defense of a claim without hereunder provided that (i) Indemnitor gives written notice of such desire (the prior written consent “Notice of Defense”) to Indemnitee within fifteen (15) days after Indemnitor’s receipt of the Indemnifying Party. If Notice of Claim; (ii) Indemnitor’s defense of such claim shall be without cost to Indemnitee or prejudice to Indemnitee’s rights under this Paragraph 12; (iii) counsel chosen by Indemnitor to defend such claim shall be reasonably acceptable to Indemnitee; (iv) Indemnitor shall bear all costs and expenses in connection with the Indemnifying Party defense and settlement of such claim; (v) Indemnitee shall have the right to receive periodic reports from Indemnitor and Indemnitor’s counsel; and (vi) Indemnitor will not, without Indemnitee’s written consent, settle or compromise any claim or consent to any entry of judgment which does not make such election, it shall be obligated include the unconditional release by claimant or plaintiff of all liability with respect to pay the costs of defending or prosecuting such claim and shall be bound by whatever result is obtained by the Indemnified Party respecting such claim. (bc) Except as otherwise specifically provided herein, The Indemnified Party shall have no right to indemnification to the remedies provided in this Agreement shall be cumulative and shall not preclude assertion by any party extent the Indemnified Party’s failure to give notice of any other rights or such claim by a third party to the seeking of any other remedies against any other party heretoIndemnifying Party as soon as reasonably practicable after a reasonable determination that such claim may reasonably be expected to give rise to indemnification hereunder prejudices the Indemnifying Party.

Right to Contest. (a) If the Seller or Purchaser, as the case may be (the "Indemnified Party Party"), receives notice or has knowledge of any claim for which it believes the Indemnifying Party other party hereto is obligated to provide indemnificationindemnification pursuant to Section 5.1 herein (the "Indemnifying Party"), the Indemnified Party shall provide notify the Indemnifying Party with an Indemnification Claim in writing of such claim within twenty (20) days of its receipt of same, but in no event later than ten same (10) days prior to the date a responsive pleading with respect to such "Indemnification Claim is dueClaim"). The Indemnification Claim shall set forth a brief description of the facts giving rise to such a claim and the amount (or reasonable estimate) of the Indemnifiable Damages suffered suffered, or which may be suffered by the Indemnified Party. The Indemnified Party shall, at the expense of the Indemnifying Party, provide all information regarding the contest or defense of the claim and cooperate fully with the Indemnifying Party in the conduct of any such contest or defense. Before being required to make any payment pursuant to Sections 10.2 or 10.3 Section 5.1 herein, the Indemnifying Party may, at its own expense, elect to undertake and control the defense of, and take all necessary steps properly to contest any claim in respect thereof involving third parties or to prosecute such claim to conclusion or settlement satisfactory to the Indemnified Party. If the Indemnifying Party makes the foregoing election, then the Indemnified Party shall have the right to participate, at its own expense, in all proceedings but shall not admit any liability, settle, compromise, pay or discharge the claim without the prior written consent of the Indemnifying Party. If the Indemnifying Party does not make such election, it shall be obligated to pay the costs of defending or prosecuting such claim and shall be bound by whatever result is obtained by the Indemnified Party respecting such claim. (b) Except as otherwise specifically provided herein, the remedies provided in this Agreement shall be cumulative and shall not preclude assertion by any party of any other rights or the seeking of any other remedies against any other party hereto.

Right to Contest. (a) If the Seller or Purchaser, as the case may be (the "Indemnified Party Party") receives notice or has knowledge of any claim for which it believes the Indemnifying Party other party hereto is obligated to provide indemnificationindemnification pursuant to Section 5.1 herein (the "Indemnifying Party"), the Indemnified Party shall provide notify the Indemnifying Party with an Indemnification Claim in writing of such claim within twenty (20) days of its receipt of same, but in no event later than ten (10) days prior to the date a responsive pleading with respect to such Indemnification Claim is due. The Indemnification Claim shall set forth a brief description of the facts giving rise to such a claim and the amount (or reasonable estimate) of the Indemnifiable Damages suffered or which may be suffered by the Indemnified Party. The Indemnified Party shall, at the expense of the Indemnifying Party, provide all information regarding the contest or defense of the claim and cooperate fully with the Indemnifying Party in the conduct of any such contest or defense. Before being required to make any payment pursuant to Sections 10.2 or 10.3 Section 5.1 herein, the Indemnifying Party may, at its own expense, elect to undertake and control the defense of, and take all necessary steps properly to contest any claim in respect thereof involving third parties or to prosecute such claim to conclusion or settlement satisfactory to the Indemnified Party. If the Indemnifying Party makes the foregoing election, then the Indemnified Party shall have the right to participate, at its own expense, in all proceedings but shall not admit any liability, settle, compromise, pay or discharge the claim without the prior written consent of the Indemnifying Party. If the Indemnifying Party does not make such election, it shall be obligated to pay the costs of defending or prosecuting such claim and shall be bound by whatever result is obtained by the Indemnified Party respecting such claim. (b) Except as otherwise specifically provided herein, the remedies provided in this Agreement shall be cumulative and shall not preclude assertion by any party of any other rights or the seeking of any other remedies against any other party hereto.

Right to Contest. Tenant shall not be required to pay any Real Estate Taxes or any other taxes for which Tenant is liable hereunder (aincluding, without limitation, any taxes for which Tenant is required to indemnify Landlord under Section 22.1) If ------------ (including penalties and interest), so long as (i) Tenant shall contest the Indemnified Party receives notice same or has knowledge the validity thereof by appropriate legal proceedings in such a manner to prevent the tax sale of any claim portion of the Parcels 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 a contest would have a realistic possibility of success if litigated by providing to Landlord a letter from counsel stating an opinion to such effect. In the event of any such contest, Tenant shall, within thirty (30) days after the final determination thereof, pay and discharge the amounts determined to be due in accordance therewith and with the provisions of this Lease, together with any penalties, fines, interest, costs and 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 believes the Indemnifying Party is obligated to provide indemnification, the Indemnified Party shall provide the Indemnifying Party with an Indemnification Claim within twenty (20) days of its receipt of sameliable hereunder, but in no event later than ten (10) days with regard to which the position to be taken pursuant to such contest would not have a realistic possibility of success if litigated, provided that Tenant pays such taxes on or prior to the date a responsive pleading with respect upon which such taxes are asserted to such Indemnification Claim is due. The Indemnification Claim shall set forth a brief description of the facts giving rise to such a claim and the amount (or reasonable estimate) of the Indemnifiable Damages suffered or which may be suffered due by the Indemnified Partyrelevant governmental authority. The Indemnified Party shallNotwithstanding the foregoing provisions of this Section 8.3, at Tenant shall have ----------- an unconditional right to contest (without prior payment) any taxes imposed by law upon Tenant rather than upon Landlord. Tenant's decision to pay any taxes prior to contesting its or another party's underlying liability therefor shall not be deemed to imply or suggest that the expense position to be taken in such contest would not have a realistic possibility of the Indemnifying Party, provide all information regarding the contest or defense of the claim and success if litigated. Landlord shall cooperate fully with Tenant in connection with the Indemnifying Party exercise of Tenant's right of contest contained herein, and in the conduct event that applicable law shall require that Landlord, rather than Tenant, pursue legal proceedings for such contest, Landlord will initiate and pursue such contest upon Tenant's request and in accordance with Tenant's instructions (including, without limitation, Tenant's instructions as to the selection of legal counsel and matters of strategy or settlement); provided, however, that Landlord shall not be subject -------- ------- to any liability for the payment of any costs or expenses in connection with any such contest or defense. Before being required to make any payment pursuant to Sections 10.2 or 10.3 herein, the Indemnifying Party may, at its own expense, elect to undertake and control the defense ofproceedings, and take Tenant will indemnify and save harmless Landlord from any such costs and expenses (including, without limitation, reasonable attorneys' fees, costs of court and appraisal costs), reimbursing Landlord therefor upon demand (or paying such costs and expenses directly when due, all necessary steps properly as directed by Landlord). Tenant shall be entitled to contest any claim in respect thereof involving third parties refund of any taxes and penalties or to prosecute such claim to conclusion or settlement satisfactory interest from any governmental authority to the Indemnified Party. If extent the Indemnifying Party makes refund represents monies paid to the foregoing election, then the Indemnified Party shall have the right to participate, at its own expense, in all proceedings but shall not admit any liability, settle, compromise, pay governmental authority by Tenant or discharge the claim without the prior written consent of the Indemnifying Party. If the Indemnifying Party does not make such election, it shall be obligated to pay the costs of defending or prosecuting such claim paid by Landlord and shall be bound reimbursed by whatever result is obtained by the Indemnified Party respecting such claimTenant. (b) Except as otherwise specifically provided herein, the remedies provided in this Agreement shall be cumulative and shall not preclude assertion by any party of any other rights or the seeking of any other remedies against any other party hereto.

Right to Contest. (a) If the Indemnified Party receives After prior written notice or has knowledge of any claim for which it believes the Indemnifying Party is obligated to provide indemnificationLender, the Indemnified Party shall provide the Indemnifying Party with an Indemnification Claim within twenty (20) days of its receipt of same, but in no event later than ten (10) days prior to the date a responsive pleading with respect to such Indemnification Claim is due. The Indemnification Claim shall set forth a brief description of the facts giving rise to such a claim and the amount (or reasonable estimate) of the Indemnifiable Damages suffered or which may be suffered by the Indemnified Party. The Indemnified Party shall, at the expense of the Indemnifying Party, provide all information regarding the contest or defense of the claim and cooperate fully with the Indemnifying Party in the conduct of any such contest or defense. Before being required to make any payment pursuant to Sections 10.2 or 10.3 herein, the Indemnifying Party mayBorrower, at its own expense, elect may contest by appropriate legal proceedings, promptly initiated and conducted in good faith with due diligence, the amount or validity or application in whole or in part of any of the Taxes or Other Charges, provided that: (i) no Event of Default exists; (ii) such proceedings suspend the collection of such Taxes or Other Charges and the Property will not be in danger of being sold for such unpaid Taxes or Other Charges, or Borrower has paid all of such Taxes or Other Charges under protest; (iii) such proceeding is permitted under and is conducted in accordance with the provisions of any other instrument to undertake which Borrower or the Property is subject and control does not constitute a default thereunder; (iv) if Borrower has not paid the defense ofdisputed amounts in full under protest, Borrower shall deposit with Lender cash (or other security as may be approved, in writing, by Lender) in an amount which Lender deems (together with all funds then existing in the Tax Escrow Account) sufficient to insure the payment of any such Taxes or Other Charges together with interest and take penalties thereon, if any, provided that after a Securitization, one hundred twenty-five percent (125%) of the contested amount (plus anticipated penalty and interest) shall be deposited with Lender (after crediting all necessary steps properly to contest any claim amounts then existing in respect thereof involving third parties the Tax Escrow Account which are not otherwise reserved for other known Taxes or Other Charges due or to prosecute such claim become due); (v) Borrower furnishes to conclusion or settlement satisfactory Lender all other items reasonably requested by Lender; and (vi) upon a final determination thereof, Borrower, subject to the Indemnified Partyprovisions of the following sentence, promptly pays the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith. Lender shall pay over any security held by Lender pursuant to this Section to the claimant entitled thereto at any time when, in Lender’s reasonable judgment, the entitlement of such claimant is established, and, to the extent the security posted by Borrower with Lender is insufficient to pay the full amount due (including, without limitation, any penalties or interest thereon), Borrower shall be liable for the deficiency. If Lender pays the Indemnifying Party makes the foregoing election, then the Indemnified Party shall have the right to participate, at its own expense, in all proceedings but deficiency (which Lender shall not admit any liability, settle, compromise, pay or discharge the claim without the prior written consent of the Indemnifying Party. If the Indemnifying Party does not make such election, it shall be obligated to pay do), the costs of defending or prosecuting such claim and amount paid by Lender shall be bound by whatever result is obtained added to principal, shall bear interest at the Default Rate until paid in full and payment of such amounts shall be secured by the Indemnified Party respecting such claimSecurity Instrument and other collateral given to secure the Loan. (b) Except as otherwise specifically provided herein, the remedies provided in this Agreement shall be cumulative and shall not preclude assertion by any party of any other rights or the seeking of any other remedies against any other party hereto.

Right to Contest. (a) If the Indemnified Party receives After prior written notice or has knowledge of any claim for which it believes the Indemnifying Party is obligated to provide indemnificationLender, the Indemnified Party shall provide the Indemnifying Party with an Indemnification Claim within twenty (20) days of its receipt of same, but in no event later than ten (10) days prior to the date a responsive pleading with respect to such Indemnification Claim is due. The Indemnification Claim shall set forth a brief description of the facts giving rise to such a claim and the amount (or reasonable estimate) of the Indemnifiable Damages suffered or which may be suffered by the Indemnified Party. The Indemnified Party shall, at the expense of the Indemnifying Party, provide all information regarding the contest or defense of the claim and cooperate fully with the Indemnifying Party in the conduct of any such contest or defense. Before being required to make any payment pursuant to Sections 10.2 or 10.3 herein, the Indemnifying Party mayBorrower, at its own expense, elect may contest by appropriate legal proceeding, promptly initiated and conducted in good faith with due diligence, the amount or validity or application in whole or in part of any of the Taxes or Other Charges, provided that: (i) no Event of Default exists; (ii) such proceeding suspends the collection of such Taxes or Other Charges and the Property will not be in danger of being sold for such unpaid Taxes or Other Charges, or Borrower has paid all of such Taxes or Other Charges under protest; (iii) such proceeding is permitted under and is conducted in accordance with the provisions of any other instrument to undertake which Borrower or the Property is subject and control does not constitute a default thereunder; (iv) if Borrower has not paid the defense ofdisputed amounts in full under protest, Borrower shall deposit with Lender cash (or other security as may be approved, in writing, by Lender) in an amount Lender deems sufficient to insure the payment of any such Taxes or Other Charges together with interest and take penalties thereon, if any, provided that after a Securitization, one hundred twenty-five percent (125%) of the contested amount (plus anticipated penalty and interest) shall be deposited with Lender; (v) Borrower furnishes to Lender all necessary steps properly other items reasonably requested by Lender; and (vi) upon a final determination thereof, Borrower promptly pays the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith. Lender may pay over any security held by Lender pursuant to contest any claim in respect thereof involving third parties or to prosecute such claim to conclusion or settlement satisfactory this Section to the Indemnified Partyclaimant entitled thereto at any time when, in Lender’s judgment, the entitlement of such claimant is established, and, to the extent the security posted by Borrower with Lender is insufficient to pay the full amount due (including, without limitation, any penalties or interest thereon), Borrower shall be liable for the deficiency. If Lender pays the Indemnifying Party makes the foregoing election, then the Indemnified Party shall have the right to participate, at its own expense, in all proceedings but deficiency (which Lender shall not admit any liability, settle, compromise, pay or discharge the claim without the prior written consent of the Indemnifying Party. If the Indemnifying Party does not make such election, it shall be obligated to pay do), the costs of defending or prosecuting such claim and amount paid by Lender shall be bound by whatever result is obtained added to principal, shall bear interest at the Default Rate until paid in full and payment of such amounts shall be secured by the Indemnified Party respecting such claimSecurity Instrument and other collateral given to secure the Loan. (b) Except as otherwise specifically provided herein, the remedies provided in this Agreement shall be cumulative and shall not preclude assertion by any party of any other rights or the seeking of any other remedies against any other party hereto.

Right to Contest. If requested by Lessor, within thirty (a30) If the Indemnified Party receives notice or has knowledge of any claim for which it believes the Indemnifying Party days after each tax and assessment payment is obligated required by this Section 6.01 to provide indemnificationbe paid, the Indemnified Party Lessee shall provide Lessor with evidence reasonably satisfactory to Lessor that taxes and assessments have been timely paid by Lessee. In the Indemnifying Party with an Indemnification Claim event Lessor receives a tax ▇▇▇▇, Lessor shall use commercially reasonable efforts to forward said ▇▇▇▇ to Lessee within twenty fifteen (2015) days of its Lessor’s receipt of same, but in no event later than ten (10) days prior to the date a responsive pleading with respect to such Indemnification Claim is duethereof. The Indemnification Claim shall set forth a brief description of the facts giving rise to such a claim and the amount (or reasonable estimate) of the Indemnifiable Damages suffered or which may be suffered by the Indemnified Party. The Indemnified Party shall, at the expense of the Indemnifying Party, provide all information regarding the contest or defense of the claim and cooperate fully with the Indemnifying Party in the conduct of any such contest or defense. Before being required to make any payment pursuant to Sections 10.2 or 10.3 herein, the Indemnifying Party Lessee may, at its own expense, elect contest or cause to undertake and control be contested (in the defense ofcase of any item involving more than $10,000, and take all necessary steps properly after prior written notice to Lessor, which shall be given within fifteen (15) days of Lessee’s determination to contest any claim matter as permitted herein), by appropriate legal proceedings conducted in good faith and with due diligence, any above-described item or lien with respect thereof involving third parties thereto, including, without limitation, the amount or to prosecute validity or application, in whole or in part, of any such claim to conclusion item, provided that (i) neither the Properties nor any interest therein would be in any danger of being sold, forfeited or settlement satisfactory lost by reason of such proceedings; (ii) no Event of Default has occurred which is continuing; (iii) if and to the Indemnified Party. If extent required by the Indemnifying Party makes the foregoing electionapplicable taxing authority and/or Lessor, then the Indemnified Party 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 have the right to participate, at its own expense, promptly provide Lessor with copies of all notices received or delivered by Lessee and filings made by Lessee in all proceedings but shall not admit any liability, settle, compromise, pay or discharge the claim without the prior written consent connection with such proceeding; and (v) upon termination of the Indemnifying Party. If the Indemnifying Party does not make such electionproceedings, it shall be obligated the obligation of Lessee to pay the costs amount of defending any such tax and assessment or prosecuting part thereof as finally determined in such claim and shall be bound by whatever result is obtained by the Indemnified Party respecting such claim. (b) Except as otherwise specifically provided hereinproceedings, the remedies provided payment of which may have been deferred during the prosecution of such proceedings, together with any costs, fees (including attorneys’ fees and disbursements), interest, penalties or other liabilities in this Agreement connection therewith. Lessor shall be cumulative and shall not preclude assertion by any party at the request of Lessee, execute or join in the execution of any other rights instruments or the seeking of any other remedies against any other party heretodocuments necessary in connection with such contest or proceedings, but Lessor shall incur no cost or obligation thereby.

Right to Contest. (a) If the Indemnified Party receives After prior written notice or has knowledge of any claim for which it believes the Indemnifying Party is obligated to provide indemnificationLender, the Indemnified Party shall provide the Indemnifying Party with an Indemnification Claim within twenty (20) days of its receipt of same, but in no event later than ten (10) days prior to the date a responsive pleading with respect to such Indemnification Claim is due. The Indemnification Claim shall set forth a brief description of the facts giving rise to such a claim and the amount (or reasonable estimate) of the Indemnifiable Damages suffered or which may be suffered by the Indemnified Party. The Indemnified Party shall, at the expense of the Indemnifying Party, provide all information regarding the contest or defense of the claim and cooperate fully with the Indemnifying Party in the conduct of any such contest or defense. Before being required to make any payment pursuant to Sections 10.2 or 10.3 herein, the Indemnifying Party mayBorrower, at its own expense, elect may contest by appropriate legal proceeding, promptly initiated and conducted in good faith with due diligence, the amount or validity or application in whole or in part of any of the Taxes or Other Charges, provided that: (i) no Event of Default exists; (ii) such proceeding suspends the collection of such Taxes or Other Charges and the Property will not be in danger of being sold for such unpaid Taxes or Other Charges, or Borrower has paid all of such Taxes or Other Charges under protest; (iii) such proceeding is permitted under and is conducted in accordance with the provisions of any other instrument to undertake which Borrower or the Property is subject and control does not constitute a default thereunder; (iv) if Borrower has not paid the defense ofdisputed amounts in full under protest, unless amounts in Tax Escrow are sufficient, Borrower shall deposit with Lender cash (or other security as may be approved, in writing, by Lender) in an amount Lender deems sufficient to insure the payment of any such Taxes or Other Charges together with interest and take penalties thereon, if any, provided that after a Securitization, one hundred twenty-five percent (125%) of the contested amount (plus anticipated penalty and interest) shall be deposited with Lender; (v) Borrower furnishes to Lender all necessary steps properly other items reasonably requested by Lender; and (vi) upon a final determination thereof, Borrower promptly pays the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith. Lender may pay over any security held by Lender pursuant to contest any claim in respect thereof involving third parties or to prosecute such claim to conclusion or settlement satisfactory this Section to the Indemnified Partyclaimant entitled thereto at any time when, in Lender’s judgment, the entitlement of such claimant is established, and, to the extent the security posted by Borrower with Lender is insufficient to pay the full amount due (including, without limitation, any penalties or interest thereon), Borrower shall be liable for the deficiency. If Lender pays the Indemnifying Party makes the foregoing election, then the Indemnified Party shall have the right to participate, at its own expense, in all proceedings but deficiency (which Lender shall not admit any liability, settle, compromise, pay or discharge the claim without the prior written consent of the Indemnifying Party. If the Indemnifying Party does not make such election, it shall be obligated to pay do), the costs of defending or prosecuting such claim and amount paid by Lender shall be bound by whatever result is obtained added to principal, shall bear interest at the Default Rate until paid in full and payment of such amounts shall be secured by the Indemnified Party respecting such claimSecurity Instrument and other collateral given to secure the Loan. (b) Except as otherwise specifically provided herein, the remedies provided in this Agreement shall be cumulative and shall not preclude assertion by any party of any other rights or the seeking of any other remedies against any other party hereto.