Common use of Contest of Claims Clause in Contracts

Contest of Claims. Notwithstanding anything other provision herein or in any Loan Document to the contrary, Borrowers may, to the extent and in the manner permitted by applicable Laws, contest the payment of any claim for payment for work or any tax, assessment or other governmental charge against the Collateral, and the failure of any Borrower to pay the contested claim pending such contest shall not be or become a Default, if (a) the Operating Partnership has notified Administrative Agent of Borrowers’ intent to contest such payment at least seven (7) days prior to commencing the contest (unless such notice would cause a delay that might detrimentally affect the right of Borrowers to so contest, in which case Borrowers must furnish Administrative Agent with such advance notice of intent to contest as is possible under the circumstances); (b) Borrowers have made any deposit or payment under protest, or posted security, with any applicable Tribunal if, as and to the extent required by applicable Laws; (c) unless Borrowers have complied with clause (b) preceding or if Borrowers has complied with clause (b) preceding and Administrative Agent has determined that compliance with clause (b) does not, in Administrative Agent’s good faith business judgment, protect Lenders’ interests, Borrowers have furnished to Administrative Agent a cash deposit satisfactory to Administrative Agent, or an indemnity bond satisfactory to Administrative Agent with a surety satisfactory to Administrative Agent, in an amount satisfactory to Administrative Agent (or in the statutory amount, in the case of bond authorized by statute), to assure payment of the matters under contest and to prevent any sale or forfeiture of any part of the Collateral, and in the case of a claim for work which does or could result in a lien against the Collateral, Borrowers have provided (i) to the extent required by Administrative Agent and available under applicable Laws, a bond which under applicable Laws releases the lien from the Collateral encumbered by such lien, and (ii) such security, assurances and other items, if any, as the Title Company may require to insure around the lien; (d) Borrowers diligently and in good faith contest the same by appropriate legal proceedings which shall operate to prevent the enforcement or collection of the same and the sale of any part of the Collateral to satisfy the same; (e) Borrowers promptly upon final determination thereof pay the amount of any such claim so determined, together with all costs, interest and penalties payable in connection therewith (and to the extent Borrowers have made a cash deposit with Administrative Agent pursuant to clause (c) preceding, such deposit shall be made available to Borrowers to pay the amount of such claim and Administrative Agent shall release the excess, if any, to Borrowers upon settlement and release of the claim); (f) the failure to pay the claim does not constitute a default under any other deed of trust, mortgage or security interest covering or affecting any part of the Collateral, and does not subject Administrative Agent or any Lender to any civil or criminal liability or to any damages or expense; and (g) the aggregate amount of all claims being contested shall not exceed five percent (5%) of the Aggregate Commitment. Notwithstanding the foregoing, Borrowers shall immediately upon request of Administrative Agent pay (and if Borrowers shall fail so to do, Administrative Agent may, but shall not be required to, pay or cause to be discharged or bonded against) any such claim notwithstanding such contest if, in the reasonable opinion of Administrative Agent, the Collateral is in jeopardy or in danger of being forfeited or foreclosed. Administrative Agent may pay over any such cash deposit or part thereof to the claimant entitled thereto at any time when, in the judgment of Administrative Agent, the entitlement of such claimant is established. Borrowers shall not be required to comply with the requirements set forth above in this Section 2.16 for any claim made that is covered by Borrowers’ liability insurance if the total amount of such claim is less than the amount of coverage under such policy that is available to satisfy such claim, the insurer has not denied liability under its policy for such claim, and the insurer has undertaken to defend such claim without any reservation of rights.

Contest of Claims. Notwithstanding anything other provision herein or in any Loan Document the Deeds of Trust to the contrary, Borrowers each Borrower may, to the extent and in the manner permitted by applicable Laws, contest the payment of any claim for payment for work or any tax, assessment or other governmental charge against the CollateralProperty, and the failure of any such Borrower to pay the contested claim pending such contest shall not be or become a Default, if (a) the Operating Partnership such Borrower has notified Administrative Agent of Borrowers’ such Borrower’s intent to contest such payment at least seven (7) days prior to commencing the contest (unless such notice would cause a delay that might detrimentally affect the right of Borrowers such Borrower to so contest, in which case Borrowers such Borrower must furnish Administrative Agent with such advance notice of intent to contest as is possible under the circumstances); (b) Borrowers have such Borrower has made any deposit or payment under protest, or posted security, with any applicable Tribunal if, as and to the extent required by applicable Laws; (c) unless Borrowers have such Borrower has complied with clause (b) preceding or if Borrowers such Borrower has complied with clause (b) preceding and Administrative Agent has determined that compliance with clause (b) does not, in Administrative Agent’s good faith business judgment, protect Lenders’ interests, Borrowers have such Borrower has furnished to Administrative Agent a cash deposit satisfactory to Administrative Agent, or an indemnity bond satisfactory to Administrative Agent with a surety satisfactory to Administrative Agent, in an amount satisfactory to Administrative Agent (or in the statutory amount, in the case of bond authorized by statute), to assure payment of the matters under contest and to prevent any sale or forfeiture of any part of the CollateralProperty, and in the case of a claim for work which does or could result in a lien against the CollateralProperty, Borrowers have such Borrower has provided (i) to the extent required by Administrative Agent and available under applicable Laws, a bond which under applicable Laws releases the lien from the Collateral Property encumbered by such lien, and (ii) such security, assurances and other items, if any, as the Title Company may require to insure around the lien; (d) Borrowers such Borrower diligently and in good faith contest contests the same by appropriate legal proceedings which shall operate to prevent the enforcement or collection of the same and the sale of any part of the Collateral Property to satisfy the same; (e) Borrowers such Borrower promptly upon final determination thereof pay pays the amount of any such claim so determined, together with all costs, interest and penalties payable in connection therewith (and to the extent Borrowers have such Borrower has made a cash deposit with Administrative Agent pursuant to clause (c) preceding, such deposit shall be made available to Borrowers such Borrower to pay the amount of such claim and Administrative Agent shall release the excess, if any, to Borrowers such Borrower upon settlement and release of the claim); and (f) the failure to pay the claim does not constitute a default under any other deed of trust, mortgage or security interest covering or affecting any part of the CollateralProperty, and does not subject Administrative Agent or any Lender to any civil or criminal liability or to any damages or expense; and (g) the aggregate amount of all claims being contested shall not exceed five percent (5%) of the Aggregate Commitment. Notwithstanding the foregoing, Borrowers such Borrower shall immediately upon request of Administrative Agent pay (and if Borrowers such Borrower shall fail so to do, Administrative Agent may, but shall not be required to, pay or cause to be discharged or bonded against) any such claim notwithstanding such contest if, in the reasonable opinion of Administrative Agent, the Collateral Property is in jeopardy or in danger of being forfeited or foreclosed. Administrative Agent may pay over any such cash deposit or part thereof to the claimant entitled thereto at any time when, in the judgment of Administrative Agent, the entitlement of such claimant is established. Borrowers shall not be required to comply with the requirements set forth above in this Section 2.16 3.9 for any claim made that is covered by Borrowers’ a Borrower’s liability insurance if the total amount of such claim is less than the amount of coverage under such policy that is available to satisfy such claim, the insurer has not denied liability under its policy for such claim, claim and the insurer has undertaken to defend such claim without any reservation of rights.

Contest of Claims. Notwithstanding anything other provision herein or in any Loan Document the Deed of Trust to the contrary, Borrowers Borrower may, to the extent and in the manner permitted by applicable Laws, contest the payment of any claim for payment for work or any tax, assessment or other governmental charge against the CollateralProperty, and the failure of any Borrower to pay the contested claim pending such contest shall not be or become a Default, if (a) the Operating Partnership Borrower has notified Administrative Agent of Borrowers’ Borrower’s intent to contest such payment at least seven (7) days prior to commencing the contest (unless such notice would cause a delay that might detrimentally affect the right of Borrowers Borrower to so contest, in which case Borrowers Borrower must furnish Administrative Agent with such advance notice of intent to contest as is possible under the circumstances); (b) Borrowers have Borrower has made any deposit or payment under protest, or posted security, with any applicable Tribunal if, as and to the extent required by applicable Laws; (c) unless Borrowers have Borrower has complied with clause (b) preceding or if Borrowers Borrower has complied with clause (b) preceding and Administrative Agent has determined that compliance with clause (b) does not, in Administrative Agent’s good faith business judgment, protect Lenders’ interests, Borrowers have Borrower has furnished to Administrative Agent a cash deposit satisfactory to Administrative Agent, or an indemnity bond satisfactory to Administrative Agent with a surety satisfactory to Administrative Agent, in an amount satisfactory to Administrative Agent (or in the statutory amount, in the case of bond authorized by statute), to assure payment of the matters under contest and to prevent any sale or forfeiture of any part of the CollateralProperty, and in the case of a claim for work which does or could result in a lien against the CollateralProperty, Borrowers have Borrower has provided (i) to the extent required by Administrative Agent and available under applicable Laws, a bond which under applicable Laws releases the lien from the Collateral Property encumbered by such lien, and (ii) such security, assurances and other items, if any, as the Title Company may require to insure around the lien; (d) Borrowers Borrower diligently and in good faith contest contests the same by appropriate legal proceedings which shall operate to prevent the enforcement or collection of the same and the sale of any part of the Collateral Property to satisfy the same; (e) Borrowers Borrower promptly upon final determination thereof pay pays the amount of any such claim so determined, together with all costs, interest and penalties payable in connection therewith (and to the extent Borrowers have Borrower has made a cash deposit with Administrative Agent pursuant to clause (c) preceding, such deposit shall be made available to Borrowers Borrower to pay the amount of such claim and Administrative Agent shall release the excess, if any, to Borrowers Borrower upon settlement and release of the claim); (f) the failure to pay the claim does not constitute a default under any other deed of trust, mortgage or security interest covering or affecting any part of the CollateralProperty, and does not subject Administrative Agent or any Lender to any civil or criminal liability or to any damages or expense; and (g) the aggregate amount of all claims being contested shall not exceed five percent (5%) of the Aggregate CommitmentCommitments. Notwithstanding the foregoing, Borrowers Borrower shall immediately upon request of Administrative Agent pay (and if Borrowers Borrower shall fail so to do, Administrative Agent may, but shall not be required to, pay or cause to be discharged or bonded against) any such claim notwithstanding such contest if, in the reasonable opinion of Administrative Agent, the Collateral Property is in jeopardy or in danger of being forfeited or foreclosed. Administrative Agent may pay over any such cash deposit or part thereof to the claimant entitled thereto at any time when, in the judgment of Administrative Agent, the entitlement of such claimant is established. Borrowers Borrower shall not be required to comply with the requirements set forth above in this Section 2.16 for any claim made that is covered by Borrowers’ Borrower’s liability insurance if the total amount of such claim is less than the amount of coverage under such policy that is available to satisfy such claim, the insurer has not denied liability under its policy for such claim, claim and the insurer has undertaken to defend such claim without any reservation of rights.

Contest of Claims. Notwithstanding anything other provision herein or in any Loan Document the Deed of Trust to the contrary, Borrowers Borrower may, to the extent and in the manner permitted by applicable Laws, contest the payment of any claim for payment for work or any tax, assessment or other governmental charge against the CollateralProperty, and the failure of any Borrower to pay the contested claim pending such contest shall not be or become a Default, if (a) the Operating Partnership Borrower has notified Administrative Agent of Borrowers’ Borrower’s intent to contest such payment at least seven (7) days prior to commencing the contest (unless such notice would cause a delay that might detrimentally affect the right of Borrowers Borrower to so contest, in which case Borrowers Borrower must furnish Administrative Agent with such advance notice of intent to contest as is possible under the circumstances); (b) Borrowers have Borrower has made any deposit or payment under protest, or posted security, with any applicable Tribunal if, as and to the extent required by applicable Laws; (c) unless Borrowers have Borrower has complied with clause (b) preceding or if Borrowers Borrower has complied with clause (b) preceding and Administrative Agent has determined that compliance with clause (b) does not, in Administrative Agent’s good faith business judgment, protect Lenders’ interests, Borrowers have Borrower has furnished to Administrative Agent a cash deposit satisfactory to Administrative Agent, or an indemnity bond satisfactory to Administrative Agent with a surety satisfactory to Administrative Agent, in an amount satisfactory to Administrative Agent (or in the statutory amount, in the case of bond authorized by statute), to assure payment of the matters under contest and to prevent any sale or forfeiture of any part of the Collateral, and in the case of a claim for work which does or could result in a lien against the Collateral, Borrowers have provided (i) to the extent required by Administrative Agent and available under applicable Laws, a bond which under applicable Laws releases the lien from the Collateral encumbered by such lien, and (ii) such security, assurances and other items, if any, as the Title Company may require to insure around the lien; (d) Borrowers diligently and in good faith contest the same by appropriate legal proceedings which shall operate to prevent the enforcement or collection of the same and the sale of any part of the Collateral to satisfy the same; (e) Borrowers promptly upon final determination thereof pay the amount of any such claim so determined, together with all costs, interest and penalties payable in connection therewith (and to the extent Borrowers have made a cash deposit with Administrative Agent pursuant to clause (c) preceding, such deposit shall be made available to Borrowers to pay the amount of such claim and Administrative Agent shall release the excess, if any, to Borrowers upon settlement and release of the claim); (f) the failure to pay the claim does not constitute a default under any other deed of trust, mortgage or security interest covering or affecting any part of the Collateral, and does not subject Administrative Agent or any Lender to any civil or criminal liability or to any damages or expense; and (g) the aggregate amount of all claims being contested shall not exceed five percent (5%) of the Aggregate Commitment. Notwithstanding the foregoing, Borrowers shall immediately upon request of Administrative Agent pay (and if Borrowers shall fail so to do, Administrative Agent may, but shall not be required to, pay or cause to be discharged or bonded against) any such claim notwithstanding such contest if, in the reasonable opinion of Administrative Agent, the Collateral is in jeopardy or in danger of being forfeited or foreclosed. Administrative Agent may pay over any such cash deposit or part thereof to the claimant entitled thereto at any time when, in the judgment of Administrative Agent, the entitlement of such claimant is established. Borrowers shall not be required to comply with the requirements set forth above in this Section 2.16 for any claim made that is covered by Borrowers’ liability insurance if the total amount of such claim is less than the amount of coverage under such policy that is available to satisfy such claim, the insurer has not denied liability under its policy for such claim, and the insurer has undertaken to defend such claim without any reservation of rights.of

Contest of Claims. Notwithstanding anything other provision herein or in any Loan Document the Deed of Trust to the contrary, Borrowers Borrower may, to the extent and in the manner permitted by applicable Laws, contest the payment of any claim for payment for work or any tax, assessment or other governmental charge against the CollateralProperty, and the failure of any Borrower to pay the contested claim pending such contest shall not be or become a Default, if (a) the Operating Partnership Borrower has notified Administrative Agent of Borrowers’ Borrower's intent to contest such payment at least seven (7) days prior to commencing the contest (unless such notice would cause a delay that might detrimentally affect the right of Borrowers Borrower to so contest, in which case Borrowers Borrower must furnish Administrative Agent with such advance notice of intent to contest as is possible under the circumstances); (b) Borrowers have Borrower has made any deposit or payment under protest, or posted security, with any applicable Tribunal if, as and to the extent required by applicable Laws; (c) unless Borrowers have Borrower has complied with clause (b) preceding or if Borrowers Borrower has complied with clause (b) preceding and Administrative Agent has determined that compliance with clause (b) does not, in Administrative Agent’s 's good faith business judgment, protect Lenders’ ' interests, Borrowers have Borrower has furnished to Administrative Agent a cash deposit satisfactory to Administrative Agent, or an indemnity bond satisfactory to Administrative Agent with a surety satisfactory to Administrative Agent, in an amount satisfactory to Administrative Agent (or in the statutory amount, in the case of bond authorized by statute), to assure payment of the matters under contest and to prevent any sale or forfeiture of any part of the CollateralProperty, and in the case of a claim for work which does or could result in a lien against the CollateralProperty, Borrowers have Borrower has provided (i) to the extent required by Administrative Agent and available under applicable Laws, a bond which under applicable Laws releases the lien from the Collateral Property encumbered by such lien, and (ii) such security, assurances and other items, if any, as the Title Company may require to insure around the lien; (d) Borrowers Borrower diligently and in good faith contest contests the same by appropriate legal proceedings which shall operate to prevent the enforcement or collection of the same and the sale of any part of the Collateral Property to satisfy the same; (e) Borrowers Borrower promptly upon final determination thereof pay pays the amount of any such claim so determined, together with all costs, interest and penalties payable in connection therewith (and to the extent Borrowers have Borrower has made a cash deposit with Administrative Agent pursuant to clause (c) preceding, such deposit shall be made available to Borrowers Borrower to pay the amount of such claim and Administrative Agent shall release the excess, if any, to Borrowers Borrower upon settlement and release of the claim); (f) the failure to pay the claim does not constitute a default under any other deed of trust, mortgage or security interest covering or affecting any part of the CollateralProperty, and does not subject Administrative Agent or any Lender to any civil or criminal liability or to any damages or expense; and (g) the aggregate amount of all claims being contested shall not exceed five percent (5%) of the Aggregate CommitmentCommitments. Notwithstanding the foregoing, Borrowers Borrower shall immediately upon request of Administrative Agent pay (and if Borrowers Borrower shall fail so to do, Administrative Agent may, but shall not be required to, pay or cause to be discharged or bonded against) any such claim notwithstanding such contest if, in the reasonable opinion of Administrative Agent, the Collateral Property is in jeopardy or in danger of being forfeited or foreclosed. Administrative Agent may pay over any such cash deposit or part thereof to the claimant entitled thereto at any time when, in the judgment of Administrative Agent, the entitlement of such claimant is established. Borrowers Borrower shall not be required to comply with the requirements set forth above in this Section 2.16 for any claim made that is covered by Borrowers’ Borrower's liability insurance if the total amount of such claim is less than the amount of coverage under such policy that is available to satisfy such claim, the insurer has not denied liability under its policy for such claim, claim and the insurer has undertaken to defend such claim without any reservation of rights.