Common use of Right to Contest Clause in Contracts

Right to Contest. Landlord shall have the right to contest all Impositions at Landlord’s sole cost and expense. Landlord shall give notice to Tenant of Landlord’s contest to any Impositions. Landlord agrees that each such contest shall be promptly prosecuted to its final conclusion, except to the extent deemed commercially unreasonable by Landlord, in Landlord’s sole discretion. Landlord shall give notice to Tenant of any increases in Impositions, and in the event Landlord elects not to contest any Impositions, then and in that event, Tenant shall have the right to contest such Impositions. If Landlord elects to not contest such Impositions, Tenant shall have the right to contest any Impositions upon written notice to Landlord. Tenant agrees that each such contest shall be promptly prosecuted to a final conclusion. If necessary in the prosecution of any such contest, Landlord shall join with Tenant as a party to such contest, and Tenant shall pay, and save Landlord and Landlord’s Mortgagee, if any, harmless against, any and all losses, judgments, decrease and costs (including reasonable attorneys’ fees and expenses) in connection with any such contest and shall, promptly after the final settlement, compromise, or determination of such contest, fully pay and discharge the amounts that shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, and perform all acts, the performance of which shall be ordered or decreed as a result thereof. No such contest shall subject Landlord to the risk of any civil or criminal liability.

Right to Contest. Tenant shall not be required to pay any Real Estate Taxes or any other taxes for which Tenant is liable hereunder (including, without limitation, any taxes for which Tenant is required to indemnify Landlord under Section 6.5) (including penalties and interest), so long as (i) Tenant shall have contest the right same or the validity thereof by appropriate legal proceedings in such a manner to contest all Impositions at Landlord’s sole cost prevent the tax sale of any portion of the Premises and expense. Landlord shall give notice (ii) the position to be taken by Tenant of Landlord’s contest pursuant to any Impositions. Landlord agrees that each such contest shall would have a realistic possibility of success if litigated. For purposes of this Lease, Tenant may conclusively establish that a position to be promptly prosecuted taken in a contest would have a realistic possibility of success if litigated by providing to its final conclusion, except Landlord a letter from counsel stating an opinion to the extent deemed commercially unreasonable by Landlord, in Landlord’s sole discretionsuch effect. Landlord shall give notice to Tenant of any increases in Impositions, and in In the event Landlord elects not to contest any Impositions, then and in that event, Tenant shall have the right to contest such Impositions. If Landlord elects to not contest such Impositions, Tenant shall have the right to contest any Impositions upon written notice to Landlord. Tenant agrees that each such contest shall be promptly prosecuted to a final conclusion. If necessary in the prosecution of any such contest, Landlord shall join with Tenant as a party to such contest, and Tenant shall pay, and save Landlord and Landlord’s Mortgagee, if any, harmless against, any and all losses, judgments, decrease and costs (including reasonable attorneys’ fees and expenses) in connection with any such contest and shall, promptly within thirty (30) days after the final settlementdetermination thereof, compromise, or determination of such contest, fully pay and discharge the amounts that shall be levied, assessed, charged or imposed or be determined to be payable therein 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 in connection therewiththat may have resulted from Tenant's contest. Tenant also shall have a right to contest any taxes for which it is liable hereunder, and perform all acts, but with regard to which the performance of which shall position to be ordered or decreed as a result thereof. No taken pursuant to such contest shall subject Landlord to the risk would not have a realistic possibility of any civil or criminal liability.success if litigated, provided that Tenant pays such taxes on or

Right to Contest. Within thirty (30) days after each tax and assessment payment is required by this Section 6.01 to be paid, Tenant shall provide Landlord with evidence reasonably satisfactory to Landlord that taxes and assessments have been timely paid by Tenant. In the event Landlord receives a tax xxxx, Landlord shall have the right use commercially reasonable efforts to contest all Impositions at Landlord’s sole cost and expense. Landlord shall give notice forward said xxxx to Tenant within thirty (30) days of Landlord’s receipt thereof. Tenant may, at its own expense, contest or cause to be contested by appropriate legal proceedings conducted in good faith and with due diligence, any Impositions. Landlord agrees above-described item or lien with respect thereto, provided that each (i) neither the Property nor any interest therein would be in any danger of being sold, forfeited or lost by reason of such contest shall be promptly prosecuted to its final conclusion, except proceedings; (ii) no Event of Default has occurred and is continuing; (iii) if and to the extent deemed commercially unreasonable required by the applicable taxing authority or Landlord, in Landlord’s sole discretion. Landlord shall give notice Tenant posts a bond or takes other steps acceptable to Tenant of any increases in Impositionssuch taxing authority that removes such lien or stays enforcement thereof or, and in the event Landlord elects the applicable taxing authority has not to contest any Impositions, then and in that eventreceived payment of the contested taxes or required posting of a bond, Tenant provides Landlord a deposit or reasonably acceptable financial instrument as collateral for the payment of the disputed taxes and assessments if required by Landlord; (iv) each Tenant and Landlord shall have promptly provide the right other with copies of all notices received or delivered by to contest either party and filings made by Tenant in connection with such Impositions. If Landlord elects to not contest proceeding; and (v) upon termination of such Impositionsproceedings, Tenant shall have the right to contest any Impositions upon written notice to Landlord. Tenant agrees that each such contest it shall be promptly prosecuted the obligation of Tenant to a final conclusion. If necessary pay the amount of any such tax and assessment or part thereof as finally determined in such proceedings, the payment of which may have been deferred during the prosecution of such proceedings, together with any such contestcosts, Landlord shall join with Tenant as a party to such contest, and Tenant shall pay, and save Landlord and Landlord’s Mortgagee, if any, harmless against, any and all losses, judgments, decrease and costs fees (including reasonable attorneys’ fees and expenses) disbursements), interest, penalties or other liabilities in connection therewith. Landlord shall at the request of Tenant, execute or join in the execution of any instruments or documents necessary in connection with any such contest and shallor proceedings, promptly after the final settlementbut Landlord shall incur no material cost or obligation thereby. Nothing contained herein shall limit or restrict Landlord from contesting (or controlling, compromisewith counsel of its own choosing, any contestation of) any real estate tax or determination of such contest, fully pay and discharge the amounts that shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, and perform all acts, the performance of which shall be ordered or decreed as a result thereof. No such contest shall subject Landlord assessment matter pertaining to the risk of Property if Landlord so elects (but without any civil or criminal liabilityobligation to do so).

Right to Contest. Landlord Tenant may contest in good faith by appropriate proceedings at its own expense any Taxes provided that Tenant shall first have paid such Taxes or, if the payment of such Taxes is to be postponed during the contest, shall have the right furnished Landlord with a bond of a surety company reasonably satisfactory to contest all Impositions at Landlord’s sole cost and expense. Landlord in an amount equal to, or shall give notice to Tenant have deposited with any bank or trust company of Landlord’s selection in the State wherein the Premises are located to hold such deposit and apply the same as hereinafter provided, the amount of the Taxes so contested, together with such additional sums as may reasonably be required to pay interest or penalties accrued or to accrue on any such Taxes. Nothing contained herein, however, shall release Tenant of the obligation to pay and discharge contested Taxes as finally adjudicated, with interest and penalties, and all other charges directed to be paid in or by any such adjudication. Any such contest or legal proceeding shall be begun by Tenant as soon as reasonably possible after the imposition of any contested Taxes and shall be prosecuted to final adjudication with all reasonable promptness and dispatch; provided, however, that Tenant may in its discretion consolidate any proceeding to obtain a reduction in the assessed valuation of the Premises for tax purposes relating to any Impositionstax year with any similar proceeding or proceedings relating to one or more other tax years. Landlord agrees that each such contest shall be promptly prosecuted to its final conclusion, except Notwithstanding anything contained herein to the extent deemed commercially unreasonable by Landlord, in Landlord’s sole discretion. Landlord shall give notice to Tenant of any increases in Impositions, and in the event Landlord elects not to contest any Impositions, then and in that eventcontrary, Tenant shall have pay all such contested items before the right to contest such Impositions. If Landlord elects to not contest such Impositions, Tenant shall have time when the right to contest Premises or any Impositions upon written notice to Landlord. Tenant agrees that each such contest shall part thereof might be promptly prosecuted to a final conclusion. If necessary in the prosecution of any such contest, Landlord shall join with Tenant as a party to such contest, and Tenant shall pay, and save Landlord and Landlord’s Mortgagee, if any, harmless against, any and all losses, judgments, decrease and costs (including reasonable attorneys’ fees and expenses) in connection with any such contest and shall, promptly after the final settlement, compromise, or determination of such contest, fully pay and discharge the amounts that shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, and perform all acts, the performance of which shall be ordered or decreed forfeited as a result thereof. No such contest shall subject Landlord to the risk of any civil or criminal liabilitynonpayment.

Right to Contest. Landlord Lessee shall have the right to contest all Impositions right, at Landlord’s its sole cost and expense, to contest the full or partial amount or validity of any Imposition by appropriate administrative and legal proceedings, either in its own name or jointly with Lessor if Lessor so elects. Landlord Lessor shall give notice to Tenant of Landlordcooperate with Lessee in any reasonable manner requested by Lessee, provided that (i) Lessee shall reimburse Lessor as Additional Rent hereunder for Lessor’s contest to actual out-of-pocket costs incurred in connection with any Impositions. Landlord agrees that each such contest, (ii) no action by Lessee in connection with such contest shall be promptly prosecuted expose Lessor to its final conclusion, except to personal liability for the extent deemed commercially unreasonable by Landlord, in Landlord’s sole discretion. Landlord shall give notice to Tenant payment of any increases in Impositions, and in the event Landlord elects not to contest any Impositions, then (iii) Lessee shall not be authorized to settle any such action if an Event of Default has occurred and in that eventis continuing, Tenant and (iv) Lessee shall have the right to contest such Impositions. If Landlord elects to not contest such Impositions, Tenant shall have the right to contest settle any Impositions upon written notice to Landlord. Tenant agrees that each such contest shall be promptly prosecuted in any manner that would provide for or consent to a final conclusion. If necessary an increase in the amount of the Impositions payable with respect to the Premises after the Expiration Date over and above the Impositions payable by Lessee during the five (5) year period immediately preceding the Expiration Date. Lessee may postpone payment of any contested Imposition pending prompt and diligent prosecution of any such proceedings and appeals, but only if Lessee shall post a bond or other assurance of payment or performance with Lessor, an escrow designated by Lessor, or the court or administrative agency or other legal authority having jurisdiction over the contest, Landlord to ensure payment of all sums ultimately determined to be due by Lessee. Lessee shall join with Tenant as a party to such contestindemnify, defend and Tenant shall pay, hold Lessor harmless from and save Landlord and Landlord’s Mortgagee, if any, harmless against, against any and all lossesclaims, judgmentsdamages, decrease liabilities and costs (and expenses, including penalties, interest, and reasonable attorneys’ fees and expenses) in connection with costs, arising from or related to any such contest and shall, promptly after the final settlement, compromise, or determination of such contest, fully pay and discharge the amounts that shall be levied, assessed, charged noncompliance or imposed or be determined to be payable therein or in connection therewith, and perform all acts, the performance of which shall be ordered or decreed as a result thereof. No such contest shall subject Landlord to the risk of any civil or criminal liabilitypostponed compliance.

Right to Contest. Landlord Provided that the Premises are separately assessed and taxed, Photronics shall have the right right, at Photronics’ sole risk and cost, to contest all Impositions at Landlordthe amount and/or validity of the applicable real property taxes by appropriate legal proceedings; provided, however, that said right shall be availed of by Photronics only upon the condition that Photronics shall indemnify, defend and hold Micron and the Premises harmless from any loss, cost or expense, including, but not limited to, Micron’s sole cost reasonable attorneys’ fees, court costs and expense. Landlord shall give notice expenses of litigation, which in any manner arise from or with respect to Tenant of Landlord’s contest to any Impositions. Landlord agrees that each such contest and upon the further condition that Photronics shall be promptly prosecuted to its final conclusiontake any and all actions, except to including, but not limited to, the extent deemed commercially unreasonable by Landlord, in Landlord’s sole discretion. Landlord shall give notice to Tenant payment of any increases in Impositionsjudgment or bonding requirement, so as to prevent the loss or forfeiture of the Premises or any part thereof or of any other property of Micron. The foregoing shall not, however, be deemed or construed to relieve, modify, or extend Photronics’ covenant to pay any such real property taxes at the time and in the event Landlord elects not manner provided in this Article VI, unless such proceedings shall operate to contest prevent the sale of the Premises or any Impositions, then and in that event, Tenant shall have part thereof or any other property of Micron or the right to contest such Impositions. If Landlord elects to not contest such Impositions, Tenant shall have the right to contest any Impositions upon written notice to Landlord. Tenant agrees that each such contest shall be promptly prosecuted to a final conclusion. If necessary in the prosecution placing of any lien thereon or on any other property of Micron to satisfy such contesttaxes prior to the final determination of such proceedings. Under such circumstances, Landlord upon the termination of such proceedings, Photronics shall join with Tenant as a party to such contest, and Tenant shall pay, and save Landlord and Landlord’s Mortgageepromptly pay all real property taxes, if any, harmless against, any and all losses, judgments, decrease and costs (including reasonable attorneys’ fees and expenses) in connection with any such contest and shall, promptly after then payable as the final settlement, compromise, or determination result of such contest, fully pay proceedings and discharge the amounts that shall be levied, assessed, charged or imposed or be determined to be payable therein or interest and penalties in connection therewith, and perform all actsthe charges accruing in such proceedings. To the extent Micron receives any refund for any real property taxes paid by Photronics hereunder, the performance of which Micron shall be ordered or decreed as a result thereof. No promptly pay and deliver such contest shall subject Landlord refund to the risk of any civil or criminal liabilityPhotronics.

Right to Contest. Landlord Within thirty (30) days after each tax and assessment payment is required by this Section 6.01 to be paid, Lessee shall provide Lessor with evidence reasonably satisfactory to Lessor that taxes and assessments have been timely paid by Lessee. In the right event Lessor receives a tax xxxx, Lessor shall use commercially reasonable efforts to forward said xxxx to Lessee within fifteen (15) days of Lessor's receipt thereof. Lessee may, at its own expense, contest or cause to be contested (in the case of any item involving more than $10,000, after prior written notice to Lessor, which shall be given within fifteen (15) days of Lessee's determination to contest all Impositions at Landlord’s sole cost any matter as permitted herein), by appropriate legal proceedings conducted in good faith and expense. Landlord shall give notice to Tenant with due diligence, any above-described item or lien with respect thereto, provided that (i) neither the Properties nor any interest therein would be in any danger of Landlord’s contest to any Impositions. Landlord agrees that each being sold, forfeited or lost by reason of such contest shall be promptly prosecuted to its final conclusion, except proceedings; (ii) no Event of Default has occurred and is continuing; (iii) if and to the extent deemed commercially unreasonable required by Landlordthe applicable taxing authority and/or Lessor, Lessee posts a bond or takes other steps acceptable to such taxing authority and/or Lessor that removes such lien or stays enforcement thereof; (iv) Lessee shall promptly provide Lessor with copies of all notices received or delivered by Lessee and filings made by Lessee in Landlord’s sole discretion. Landlord connection with such proceeding; and (v) upon termination of such proceedings, it shall give notice be the obligation of Lessee to Tenant pay the amount of any increases such tax and assessment or part thereof as finally determined in Impositionssuch proceedings, and in the event Landlord elects not to contest any Impositions, then and in that event, Tenant shall payment of which may have the right to contest such Impositions. If Landlord elects to not contest such Impositions, Tenant shall have the right to contest any Impositions upon written notice to Landlord. Tenant agrees that each such contest shall be promptly prosecuted to a final conclusion. If necessary in been deferred during the prosecution of such proceedings, together with any such contestcosts, Landlord shall join with Tenant as a party to such contest, and Tenant shall pay, and save Landlord and Landlord’s Mortgagee, if any, harmless against, any and all losses, judgments, decrease and costs fees (including reasonable attorneys’ ' fees and expenses) disbursements), interest, penalties or other liabilities in connection therewith. Lessor shall at the request of Lessee, execute or join in the execution of any instruments or documents necessary in connection with any such contest and shallor proceedings, promptly after the final settlement, compromise, but Lessor shall incur no cost or determination of such contest, fully pay and discharge the amounts that shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, and perform all acts, the performance of which shall be ordered or decreed as a result thereof. No such contest shall subject Landlord to the risk of any civil or criminal liabilityobligation thereby.

Right to Contest. Landlord Within thirty (30) days after each tax and assessment payment is required by this Section 6.01 to be paid, Lessee shall provide Lessor with evidence reasonably satisfactory to Lessor that taxes and assessments have been timely paid by Xxxxxx. In the right event Lessor receives a tax bill, Lessor shall use commercially reasonable efforts to forward said bill to Lessee within fifteen (15) days of Xxxxxx’s receipt thereof. Lessee may, at its own expense, contest or cause to be contested (in the case of any item involving more than $10,000, after prior written notice to Lessor, which shall be given within fifteen (15) days of Lessee’s determination to contest all Impositions at Landlord’s sole cost any matter as permitted herein), by appropriate legal proceedings conducted in good faith and expense. Landlord shall give notice to Tenant with due diligence, any above-described item or lien with respect thereto, provided that (i) neither the Properties nor any interest therein would be in any danger of Landlord’s contest to any Impositions. Landlord agrees that each being sold, forfeited or lost by reason of such contest shall be promptly prosecuted to its final conclusion, except proceedings; (ii) no Event of Default has occurred and is continuing; (iii) if and to the extent deemed commercially unreasonable required by Landlordthe applicable taxing authority and/or Lessor, Lessee posts a bond or takes other steps acceptable to such taxing authority and/or Lessor that removes such lien or stays enforcement thereof; (iv) Lessee shall promptly provide Lessor with copies of all notices received or delivered by Lessee and filings made by Lessee in Landlord’s sole discretion. Landlord connection with such proceeding; and (v) upon termination of such proceedings, it shall give notice be the obligation of Lessee to Tenant pay the amount of any increases such tax and assessment or part thereof as finally determined in Impositionssuch proceedings, and in the event Landlord elects not to contest any Impositions, then and in that event, Tenant shall payment of which may have the right to contest such Impositions. If Landlord elects to not contest such Impositions, Tenant shall have the right to contest any Impositions upon written notice to Landlord. Tenant agrees that each such contest shall be promptly prosecuted to a final conclusion. If necessary in been deferred during the prosecution of such proceedings, together with any such contestcosts, Landlord shall join with Tenant as a party to such contest, and Tenant shall pay, and save Landlord and Landlord’s Mortgagee, if any, harmless against, any and all losses, judgments, decrease and costs fees (including reasonable attorneys’ fees and expenses) disbursements), interest, penalties or other liabilities in connection therewith. Lessor shall at the request of Xxxxxx, execute or join in the execution of any instruments or documents necessary in connection with any such contest and shallor proceedings, promptly after the final settlement, compromise, but Lessor shall incur no cost or determination of such contest, fully pay and discharge the amounts that shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, and perform all acts, the performance of which shall be ordered or decreed as a result thereof. No such contest shall subject Landlord to the risk of any civil or criminal liabilityobligation thereby.

Right to Contest. Landlord shall have the right to contest all Impositions at Landlord’s sole cost and expense. Landlord shall give notice to Tenant of Landlord’s contest to any Impositions. Landlord Lxxxxxxx agrees that each such contest shall be promptly prosecuted to its final conclusion, except to the extent deemed commercially unreasonable by Landlord, in LandlordLxxxxxxx’s sole discretion. Landlord shall give notice to Tenant of any increases in Impositions, and in . In the event Landlord elects not to contest any Impositions, then and in that event, Tenant shall have the right to contest such Impositions. If Landlord elects to not contest such Impositions, Tenant shall have the right to contest any Impositions upon written notice to Landlord. Tenant agrees Landlord and Txxxxx agree that each such contest shall be promptly prosecuted to a final conclusion. If necessary in the prosecution of any such contestcontest by Landlord or Tenant, Landlord the non-prosecuting party shall join with Tenant as a party to such contest, and Tenant the prosecuting party shall pay, and save Landlord and Landlordthe non-prosecuting party, or the non- prosecuting party’s Mortgageemortgagee, if any, harmless 4823-7309-7009.2 STORE / CSI Labs Amended and Restated Lease Agreement 2000 Xxxxxxxx Xx., Xxxxxxxxxx, XX File No.: 7210/02-432.1 8 against, any and all losses, judgments, decrease and costs (including reasonable attorneys’ ' fees and expenses) in connection with any such contest and shall, promptly after the final settlement, compromise, or determination of such contest, fully pay and discharge the amounts that shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, and perform all acts, the performance of which shall be ordered or decreed as a result thereof. No such contest by Tenant shall subject Landlord to the risk of any civil or criminal liability.

Right to Contest. Landlord Within thirty (30) days after each tax and assessment payment is required by this Section 6.01 to be paid, Lessee shall provide Lessor with evidence reasonably satisfactory to Lessor that taxes and assessments have been timely paid by Lessee. In the right event Lessor receives a tax xxxx, Lessor shall use commercially reasonable efforts to forward said xxxx to Lessee within fifteen (15) days of Lessor’s receipt thereof. Lessee may, at its own expense, contest or cause to be contested (in the case of any item involving more than $10,000, after prior written notice to Lessor, which shall be given within fifteen (15) days of Lessee’s determination to contest all Impositions at Landlord’s sole cost any matter as permitted herein), by appropriate legal proceedings conducted in good faith and expense. Landlord shall give notice to Tenant with due diligence, any above‑described item or lien with respect thereto, provided that (i) neither the Property nor any interest therein would be in any danger of Landlord’s contest to any Impositions. Landlord agrees that each being sold, forfeited or lost by reason of such contest shall be promptly prosecuted to its final conclusion, except proceedings; (ii) no Event of Default has occurred and is continuing; (iii) if and to the extent deemed commercially unreasonable required by Landlordthe applicable taxing authority and/or Lessor, Lessee posts a bond or takes other steps acceptable to such taxing authority and/or Lessor that removes such lien or stays enforcement thereof; (iv) Lessee shall promptly provide Lessor with copies of all notices received or delivered by Lessee and filings made by Lessee in Landlord’s sole discretion. Landlord connection with such proceeding; and (v) upon termination of such proceedings, it shall give notice be the obligation of Lessee to Tenant pay the amount of any increases such tax and assessment or part thereof as finally determined in Impositionssuch proceedings, and in the event Landlord elects not to contest any Impositions, then and in that event, Tenant shall payment of which may have the right to contest such Impositions. If Landlord elects to not contest such Impositions, Tenant shall have the right to contest any Impositions upon written notice to Landlord. Tenant agrees that each such contest shall be promptly prosecuted to a final conclusion. If necessary in been deferred during the prosecution of such proceedings, together with any such contestcosts, Landlord shall join with Tenant as a party to such contest, and Tenant shall pay, and save Landlord and Landlord’s Mortgagee, if any, harmless against, any and all losses, judgments, decrease and costs fees (including reasonable attorneys’ fees and expenses) disbursements), interest, penalties or other liabilities in connection therewith. Lessor shall at the request of Lessee, execute or join in the execution of any instruments or documents necessary in connection with any such contest and shallor proceedings, promptly after the final settlement, compromise, but Lessor shall incur no cost or determination of such contest, fully pay and discharge the amounts that shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, and perform all acts, the performance of which shall be ordered or decreed as a result thereofobligation thereby. No such contest shall subject Landlord to the risk of any civil or criminal liability4830-8668-1413.9 STORE / RT Logic (Kratos) Lease Agreement (Existing Building Area) File No.: 7210/02-525.1

Right to Contest. Landlord Tenant or its designees shall have the right to contest or review all Impositions Taxes by legal proceedings, or in such other manner as it may deem suitable (which, if instituted, Tenant or its designees shall conduct promptly at Landlord’s sole its own cost and expense. , and free of any expense to Landlord, and, with the consent of Landlord (not to be unreasonably withheld) or if necessary to prosecute such appeal, in the name of and with the cooperation of Landlord, and Landlord shall give notice execute all documents reasonably necessary to Tenant of accomplish the foregoing, subject to Landlord’s contest prior approval as to any Impositionsform and content, which approval shall not be unreasonably withheld). Landlord agrees that each such contest shall be promptly prosecuted to its final conclusion, except to Notwithstanding the extent deemed commercially unreasonable by Landlord, in Landlord’s sole discretion. Landlord shall give notice to Tenant of any increases in Impositions, and in the event Landlord elects not to contest any Impositions, then and in that eventforegoing, Tenant shall have promptly pay all Taxes if at any time the right Premises or any part thereof shall then be subject to contest such Impositionsimminent foreclosure litigation, or if Landlord shall be subject to any imminent liability, arising out of the nonpayment thereof. If Landlord elects The legal proceedings referred to not contest such Impositionsin this Section 6.3 shall include appropriate proceedings and appeals from orders therein and appeals from any judgments, decrees or orders. In the event of any reduction, cancellation or discharge, Tenant shall have pay the right amount finally levied or assessed against the Premises or adjudicated to contest any Impositions upon written notice to Landlord. Tenant agrees that each such contest shall be promptly prosecuted to a final conclusion. If necessary in the prosecution of due and payable on any such contest, Landlord shall join with Tenant as a party to such contest, and Tenant shall pay, and save Landlord and Landlord’s Mortgagee, if any, harmless against, any and all losses, judgments, decrease and costs (including reasonable attorneys’ fees and expenses) in connection with any such contest and shall, promptly after the final settlement, compromise, or determination of such contest, fully pay and discharge the amounts that shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, and perform all acts, the performance of which shall be ordered or decreed as a result thereof. No such contest shall subject Landlord to the risk of any civil or criminal liabilitycontested Taxes.

Right to Contest. Landlord shall have the right to contest all Impositions at Landlord’s sole cost and expense. Landlord shall give notice to Tenant of Landlord’s contest to any Impositions. Landlord agrees that each such contest shall be promptly prosecuted to its final conclusion, except to the extent deemed commercially unreasonable by Landlord, in Landlord’s sole discretion. Landlord shall give notice to Tenant of any increases in Impositions, and in the event Landlord elects not to contest any Impositions, then and in that event, Tenant shall have the right to reasonably contest such Impositions. If Landlord elects to not contest such Impositions, Tenant shall have the right to contest any Impositions upon written notice to Landlord. Tenant agrees that each such contest shall be promptly prosecuted to a final conclusion. If necessary in the prosecution amount or validity of any such contestTaxes payable with respect to the Premises (excluding any Taxes payable with respect to the Common Areas), in whole or in part, by appropriate administrative and legal proceedings, either in its own name, Landlord's name or jointly witx Xxxxxxrd, without any cost or expense to Landlord shall join with Tenant as a party to such contest, (and Tenant shall pay, hereby agrees to indemnify and save hold Landlord and Landlord’s Mortgagee, if any, harmless against, from any and all lossescost, judgmentsliabilities, decrease and costs (including reasonable attorneys’ fees and expenses) claims or expenses in connection with any such contest contest), and shall, promptly after Tenant may postpone payment of any such contested Taxes pending the final settlement, compromise, or determination prosecution of such contestproceedings and any appeals so long as such proceedings shall operate to prevent the collection of such taxes (and any fines or penalties) and the sale of the Premises to satisfy any lien arising out of the nonpayment of the same, fully pay and discharge Tenant, upon the amounts that reasonable request of Landlord, shall be leviedfurnish a bond to the Landlord sufficient to secure the payment of all contested Taxes in those instances where posting a bond is an alternative for paying the taxes, assessed, charged or imposed or be determined to be payable therein or costs and expenses in connection therewith, and perform all acts, the performance of which shall be ordered or decreed therewith as a result thereofpre-condition to undertaking any such contest. No In lieu of such contest bond, Tenant may elect to pay such Taxes under protest. Landlord shall subject Landlord execute and deliver to the risk Tenant whatever documents may be reasonably necessary or proper to permit Tenant to so contest any such Taxes or which may be necessary to secure payment of any civil refund (with respect to a tax year or criminal liabilityportion thereof during the Term of this Lease) which may result from any such proceedings.

Right to Contest. Landlord Tenant, or Manager at Tenant’s direction, shall have the right to contest all Impositions at Landlordthe amount or validity of any Imposition, Legal Requirement, Insurance Requirement, Environmental Obligation, Lien, attachment, levy, encumbrance, charge or claim (collectively, “Claims”) as to the Leased Property, by appropriate legal proceedings, conducted in good faith and with due diligence, provided that (a) the foregoing shall in no way be construed as relieving, modifying or extending Tenant’s sole cost and expense. Landlord shall give notice obligation to pay any Claims required hereunder to be paid by Tenant of Landlord’s contest to any Impositions. Landlord agrees that each as finally determined, (b) such contest shall not cause Landlord or Tenant to be promptly prosecuted in default under any Mortgage Loan Documents, deed of trust or other agreement encumbering the Leased Property or any part thereof and Tenant or Manager shall not contest any requirement set forth in the Mortgage Loan Documents, (c) no part of the Leased Property nor any Rent therefrom shall be in any immediate danger of sale, forfeiture, attachment or loss, and (d) Tenant hereby indemnifies and holds harmless Landlord from and against any cost, claim, damage, penalty or reasonable expense, including reasonable attorneys’ fees, incurred by Landlord in connection therewith or as a result thereof Landlord agrees to its final conclusionjoin in any such proceedings if required legally to prosecute such contest, except provided that Landlord shall not thereby be subjected to any liability therefore (including, without limitation, for the payment of any costs or expenses in connection therewith) unless Tenant agrees to assume and indemnify Landlord with respect to the same. Tenant or Manager, as applicable, shall be entitled to any refund of any Claims and such charges and penalties or interest thereon which have been paid by Tenant or paid by Landlord to the extent deemed commercially unreasonable that Landlord has been reimbursed by LandlordTenant. If Tenant shall fail (e) to pay or cause to be paid any Claims when finally determined, in Landlord’s sole discretion. Landlord shall give notice (f) to Tenant of provide reasonable security therefore, or (g) to prosecute or cause to be prosecuted any increases in Impositions, such contest diligently and in the event Landlord elects not to contest any Impositions, then and in that event, Tenant shall have the right to contest such Impositions. If Landlord elects to not contest such Impositions, Tenant shall have the right to contest any Impositions upon written notice to Landlord. Tenant agrees that each such contest shall be promptly prosecuted to a final conclusion. If necessary in the prosecution of any such contestgood faith, Landlord shall join may, upon Notice to Tenant, pay such charges, together with Tenant as a party to such contestinterest and penalties due with respect thereto, and Tenant shall payreimburse Landlord therefore, and save Landlord and Landlord’s Mortgageeupon demand, if any, harmless against, any and all losses, judgments, decrease and costs (including reasonable attorneys’ fees and expenses) in connection with any such contest and shall, promptly after the final settlement, compromise, or determination of such contest, fully pay and discharge the amounts that shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, and perform all acts, the performance of which shall be ordered or decreed as a result thereof. No such contest shall subject Landlord to the risk of any civil or criminal liabilityAdditional Charges.

Right to Contest. Landlord shall have the right After prior Notice to contest all Impositions at Landlord’s sole cost and expense. Landlord shall give notice to Tenant of Landlord’s contest to any Impositions. Landlord agrees that each such contest shall be promptly prosecuted to its final conclusion, except to the extent deemed commercially unreasonable by Landlord, Tenant may contest (including through abatement proceedings), at its sole expense, by appropriate legal proceedings, promptly initiated and conducted in Landlord’s sole discretion. Landlord shall give notice to Tenant of any increases in Impositions, good faith and in the event Landlord elects not to contest any Impositions, then and in that event, Tenant shall have the right to contest such Impositions. If Landlord elects to not contest such Impositions, Tenant shall have the right to contest any Impositions upon written notice to Landlord. Tenant agrees that each such contest shall be promptly prosecuted with due diligence to a final settlement or conclusion. If necessary in , the prosecution amount or validity or application of any Taxes, Liens, and/or any Legal Requirement affecting the Leased Property, and postpone payment of or compliance with the same during the pendency of such contestcontest if (a) the commencement and continuation of such proceedings shall suspend the collection thereof from, and suspend the enforcement thereof against Landlord and the Leased Property, (b) no part or interest of the Leased Property, nor any Basic Rent or Additional Rent or this Lease shall join be interfered with or shall be in danger of being sold, forfeited, attached, terminated, cancelled or lost, (c) at no time during the permitted contest shall there be a risk of the imposition of civil or criminal liability or penalty on Landlord for failure to comply therewith, and (d) Tenant as a party shall satisfy any Legal Requirements incident to such contest, and including, if required, that the Taxes be paid in full or a Lien be bonded with the applicable court before being contested. Tenant shall paypromptly pay any judgments or decrees entered against Tenant or the Leased Property, and save Landlord and Landlord’s Mortgagee, if any, harmless against, any and all losses, judgments, decrease and costs (including reasonable attorneys’ fees and expenses) or expenses incurred by Tenant in connection with any such contest and shall, promptly contest. Promptly after the final settlement, compromise, or determination of such contest, Tenant shall fully pay and discharge the any amounts that which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, whether technically assessed against Tenant or Landlord, together with any penalties, costs, fines, interest, fees and expenses thereof or in connection therewith, and Tenant shall perform all acts, acts the performance of which shall be ordered or decreed as a result thereof. No because of the final determination of such contest contest, which obligations shall subject Landlord to survive the risk end of any civil or criminal liabilitythe Term.

Right to Contest. Landlord Within thirty (30) days after each tax and assessment payment is required by this Section 6.01 to be paid, Lessee shall provide Lessor with evidence reasonably satisfactory to Lessor that taxes and assessments have been timely paid by Lessee. In the right event Lessor receives a tax xxxx, Lessor shall use commercially reasonable efforts to forward said xxxx to Lessee within fifteen (15) days of Lessor’s receipt thereof. Lessee may, at its own expense, contest or cause to be contested (in the case of any item involving more than $10,000, after prior written notice to Lessor, which shall be given within fifteen (15) days of Lessee’s determination to contest all Impositions at Landlord’s sole cost any matter as permitted herein), by appropriate legal proceedings conducted in good faith and expense. Landlord shall give notice to Tenant with due diligence, any above-described item or lien with respect thereto, provided that (i) neither the Property nor any interest therein would be in any danger of Landlord’s contest to any Impositions. Landlord agrees that each being sold, forfeited or lost by reason of such contest shall be promptly prosecuted to its final conclusion, except proceedings; (ii) no Event of Default has occurred and is continuing; (iii) if and to the extent deemed commercially unreasonable required by Landlordthe applicable taxing authority and/or Lessor, Lessee posts a bond or takes other steps acceptable to such taxing authority and/or Lessor that removes such lien or stays enforcement thereof; (iv) Lessee shall promptly provide Lessor with copies of all notices received or delivered by Lessee and filings made by Lessee in Landlord’s sole discretion. Landlord connection with such proceeding; and (v) upon termination of such proceedings, it shall give notice be the obligation of Lessee to Tenant pay the amount of any increases such tax and assessment or part thereof as finally determined in Impositionssuch proceedings, and in the event Landlord elects not to contest any Impositions, then and in that event, Tenant shall payment of which may have the right to contest such Impositions. If Landlord elects to not contest such Impositions, Tenant shall have the right to contest any Impositions upon written notice to Landlord. Tenant agrees that each such contest shall be promptly prosecuted to a final conclusion. If necessary in been deferred during the prosecution of such proceedings, together with any such contestcosts, Landlord shall join with Tenant as a party to such contest, and Tenant shall pay, and save Landlord and Landlord’s Mortgagee, if any, harmless against, any and all losses, judgments, decrease and costs fees (including reasonable attorneys’ fees and expenses) disbursements), interest, penalties or other liabilities in connection therewith. Lessor shall at the request of Lessee, execute or join in the execution of any instruments or documents necessary in connection with any such contest and shallor proceedings, promptly after the final settlement, compromise, but Lessor shall incur no cost or determination of such contest, fully pay and discharge the amounts that shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, and perform all acts, the performance of which shall be ordered or decreed as a result thereof. No such contest shall subject Landlord to the risk of any civil or criminal liabilityobligation thereby.

Right to Contest. Landlord Within thirty (30) days after each tax and assessment payment is required by this Section 6.01 to be paid, Lessee shall provide Lessor with evidence reasonably satisfactory to Lessor that taxes and assessments have been timely paid by Lessee. In the right event Lessor receives a tax xxxx, Lessor shall use commercially reasonable efforts to forward said xxxx to Lessee within fifteen (15) days of Lessor's receipt thereof. Lessee may, at its own expense, contest or cause to be contested (in the case of any item involving more than $10,000, after prior written notice to Lessor, which shall be given within fifteen (15) days of Lessee's determination to contest all Impositions at Landlord’s sole cost any matter as permitted herein), by appropriate legal proceedings conducted in good faith and expense. Landlord shall give notice to Tenant with due diligence, any above-described item or lien with respect thereto, provided that (i) neither the Property nor any interest therein would be in any danger of Landlord’s contest to any Impositions. Landlord agrees that each being sold, forfeited or lost by reason of such contest shall be promptly prosecuted to its final conclusion, except proceedings; (ii) no Event of Default has occurred and is continuing; (iii) if and to the extent deemed commercially unreasonable required by Landlordthe applicable taxing authority and/or Lessor, Lessee posts a bond or takes other steps acceptable to such taxing authority and/or Lessor that removes such lien or stays enforcement thereof; (iv) Lessee shall promptly provide Lessor with copies of all notices received or delivered by Lessee and filings made by Lessee in Landlord’s sole discretion. Landlord connection with such proceeding; and (v) upon termination of such proceedings, it shall give notice be the obligation of Lessee to Tenant pay the amount of any increases such tax and assessment or part thereof as finally determined in Impositionssuch proceedings, and in the event Landlord elects not to contest any Impositions, then and in that event, Tenant shall payment of which may have the right to contest such Impositions. If Landlord elects to not contest such Impositions, Tenant shall have the right to contest any Impositions upon written notice to Landlord. Tenant agrees that each such contest shall be promptly prosecuted to a final conclusion. If necessary in been deferred during the prosecution of such proceedings, together with any such contestcosts, Landlord shall join with Tenant as a party to such contest, and Tenant shall pay, and save Landlord and Landlord’s Mortgagee, if any, harmless against, any and all losses, judgments, decrease and costs fees (including reasonable attorneys’ ' fees and expenses) disbursements), interest, penalties or other liabilities in connection therewith. Lessor shall at the request of Lessee, execute or join in the execution of any instruments or documents necessary in connection with any such contest and shallor proceedings, promptly after the final settlement, compromise, but Lessor shall incur no cost or determination of such contest, fully pay and discharge the amounts that shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, and perform all acts, the performance of which shall be ordered or decreed as a result thereof. No such contest shall subject Landlord to the risk of any civil or criminal liabilityobligation thereby.

Right to Contest. Landlord Within thirty (30) days after each tax and assessment payment is required by this Section 6.01 to be paid, Lessee shall provide Lessor with evidence reasonably satisfactory to Lessor that taxes and assessments have been timely paid by Lessee. In the right event tax bills are received by Lessor, Lessor shall promptly after receipt deliver a copy to Lessee. Lessor shall endeavor to cause all tax bills to be directly to Lessee. Lessee may, at its own expense, contest or cause to be contested (in the case of any item involving more than $10,000, after prior written notice to Lessor, which shall be given within fifteen (15) days of Lessee’s determination to contest all Impositions at Landlord’s sole cost any matter as permitted herein), by appropriate legal proceedings conducted in good faith and expense. Landlord shall give notice to Tenant with due diligence, any above-described item or lien with respect thereto, provided that (i) neither the Properties nor any interest therein would be in any danger of Landlord’s contest to any Impositions. Landlord agrees that each being sold, forfeited or lost by reason of such contest shall be promptly prosecuted to its final conclusion, except proceedings; (ii) no Event of Default has occurred and is continuing; (iii) if and to the extent deemed commercially unreasonable required by Landlordthe applicable taxing authority and/or Lessor, Lessee posts a bond or takes other steps acceptable to such taxing authority and/or Lessor that removes such lien or stays enforcement thereof; (iv) Lessee shall promptly provide Lessor with copies of all notices received or delivered by Lessee and filings made by Lessee in Landlord’s sole discretion. Landlord connection with such proceeding; and (v) upon termination of such proceedings, it shall give notice be the obligation of Lessee to Tenant pay the amount of any increases such tax and assessment or part thereof as finally determined in Impositionssuch proceedings, and in the event Landlord elects not to contest any Impositions, then and in that event, Tenant shall payment of which may have the right to contest such Impositions. If Landlord elects to not contest such Impositions, Tenant shall have the right to contest any Impositions upon written notice to Landlord. Tenant agrees that each such contest shall be promptly prosecuted to a final conclusion. If necessary in been deferred during the prosecution of such proceedings, together with any such contestcosts, Landlord shall join with Tenant as a party to such contest, and Tenant shall pay, and save Landlord and Landlord’s Mortgagee, if any, harmless against, any and all losses, judgments, decrease and costs fees (including reasonable attorneys’ fees and expenses) disbursements), interest, penalties or other liabilities in connection therewith. Lessor shall at the request of Lessee, execute or join in the execution of any instruments or documents necessary in connection with any such contest and shallor proceedings, promptly after the final settlement, compromise, but Lessor shall incur no cost or determination of such contest, fully pay and discharge the amounts that shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, and perform all acts, the performance of which shall be ordered or decreed as a result thereof. No such contest shall subject Landlord to the risk of any civil or criminal liabilityobligation thereby.

Right to Contest. Landlord Within thirty (30) days after each tax and assessment payment is required by this Section 6.01 to be paid, Lessee shall provide Lessor with evidence reasonably satisfactory to Lessor that taxes and assessments have been timely paid by Lessee. In the right event Lessor receives a tax xxxx, Lessor shall use commercially reasonable efforts to forward said xxxx to Lessee within fifteen (15) days of Lessor’s receipt thereof. Lessee may, at its own expense, contest or cause to be contested (in the case of any item involving more than $10,000, after prior written notice to Lessor, which shall be given within fifteen (15) days of Lessee’s determination to contest all Impositions at Landlord’s sole cost any matter as permitted herein), by appropriate legal proceedings conducted in good faith and expense. Landlord shall give notice to Tenant with due diligence, any above‑described item or lien with respect thereto, including, without limitation, the amount or validity or application, in whole or in part, of Landlord’s contest to such item, provided that (i) neither the Properties nor any Impositions. Landlord agrees that each interest therein would be in any danger of being sold, forfeited or lost by reason of such contest shall be promptly prosecuted to its final conclusion, except proceedings; (ii) no Event of Default has occurred and is continuing; (iii) if and to the extent deemed commercially unreasonable required by Landlordthe applicable taxing authority and/or Lessor, Lessee posts a bond or takes other steps acceptable to such taxing authority and/or Lessor that removes such lien or stays enforcement thereof; (iv) Lessee shall promptly provide Lessor with copies of all notices received or delivered by Lessee and filings made by Lessee in Landlord’s sole discretion. Landlord connection with such proceeding; and (v) upon termination of such proceedings, it shall give notice be the obligation of Lessee to Tenant pay the amount of any increases such tax and assessment or part thereof as finally determined in Impositionssuch proceedings, and in the event Landlord elects not to contest any Impositions, then and in that event, Tenant shall payment of which may have the right to contest such Impositions. If Landlord elects to not contest such Impositions, Tenant shall have the right to contest any Impositions upon written notice to Landlord. Tenant agrees that each such contest shall be promptly prosecuted to a final conclusion. If necessary in been deferred during the prosecution of such proceedings, together with any such contestcosts, Landlord shall join with Tenant as a party to such contest, and Tenant shall pay, and save Landlord and Landlord’s Mortgagee, if any, harmless against, any and all losses, judgments, decrease and costs fees (including reasonable attorneys’ fees and expenses) disbursements), interest, penalties or other liabilities in connection therewith. Lessor shall at the request of Lessee, execute or join in the execution of any instruments or documents necessary in connection with any such contest and shallor proceedings, promptly after the final settlement, compromise, but Lessor shall incur no cost or determination of such contest, fully pay and discharge the amounts that shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, and perform all acts, the performance of which shall be ordered or decreed as a result thereof. No such contest shall subject Landlord to the risk of any civil or criminal liabilityobligation thereby.

Right to Contest. Landlord shall have the right to contest all Impositions at Landlord’s sole cost and expense. Landlord shall give notice to Tenant of Landlord’s contest to any Impositions. Landlord agrees that each such contest shall be promptly prosecuted to its final conclusion, except to the extent deemed commercially unreasonable by Landlord, in Landlord’s sole discretion. Landlord shall give notice to Tenant of any increases in Impositions, and in the event Landlord elects not to contest any Impositions, then and in that event, Tenant shall have the right to contest such Impositions. If Landlord elects to not contest such Impositions, Tenant shall have the right to protest and ---------------- contest any Impositions upon written notice imposed against the Premises or any part thereof and be entitled to Landlord. Tenant agrees that each receive any credit or refund relating to the Term, provided (i) the same is done at Tenant's sole cost and expense, (ii) nonpayment will not subject the Premises or any part thereof to sale or other liability by reason of such nonpayment, (iii) such contest shall be promptly prosecuted to a final conclusion. If necessary in not subject Landlord or the prosecution holder (the "Mortgagee") of any such contest, Landlord shall join with Tenant as mortgage or deed of trust (a party to such contest, and Tenant shall pay, and save Landlord and Landlord’s Mortgagee, if any, harmless against, "Mortgage") encumbering all or any and all losses, judgments, decrease and costs (including reasonable attorneys’ fees and expenses) in connection with any such contest and shall, promptly after part of the final settlement, compromise, or determination of such contest, fully pay and discharge the amounts that shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, and perform all acts, the performance of which shall be ordered or decreed as a result thereof. No such contest shall subject Landlord Premises to the risk of any criminal or civil liability, (iv) if such Imposition must be paid pursuant to any applicable statute, ordinance, regulation or criminal liabilityrule as a condition to such protest and contest, Tenant shall timely pay such Imposition, and (v) Tenant shall provide copies of all notices and correspondence regarding Impositions and the contest thereof to Landlord. If such payment is not required by any applicable statute, ordinance, regulation or rule, Tenant shall provide such security as may reasonably be required by Landlord to ensure payment of such contested Imposition. Landlord agrees to execute and deliver to Tenant any and all documents reasonably required for such purpose and to cooperate with Tenant in every reasonable respect in such contest, but without any out-of-pocket cost or expense to Landlord. Landlord shall also have the right to protest and contest any Impositions.

Right to Contest. Landlord Notwithstanding any other provision of this Lease, Tenant shall have not be required to comply with a determination by a Government Authority as required by Section 7 (such non-compliance referred to collectively as “Permitted Violations”), so long as Tenant shall contest, in good faith, the right to contest all Impositions at existence, amount or validity thereof, the amount of the damages caused thereby, or the extent of its or Landlord’s sole cost and expenseliability therefor by appropriate proceedings which shall operate during the pendency thereof to prevent or stay (i) the collection of, or other realization upon, the Permitted Violation so contested, (ii) the sale, forfeiture or loss of any of the Premises or any Rent to satisfy or to pay any damages caused by any Permitted Violation, (iii) any interference with the use or occupancy of any of the Premises, (iv) any interference with the payment of any Rent, or (v) the cancellation or increase in the rate of any insurance policy or a statement by the carrier that coverage will be denied. Landlord shall give notice to Tenant of Landlord’s contest to any Impositions. Landlord agrees that each Each such contest shall be promptly and diligently prosecuted by Tenant to its a final conclusion, except to that Tenant, so long as the extent deemed commercially unreasonable by Landlordconditions of this Section 40(n) are at all times complied with, in Landlord’s sole discretion. Landlord shall give notice to Tenant of any increases in Impositions, and in the event Landlord elects not to contest any Impositions, then and in that event, Tenant shall have has the right to attempt to settle or compromise such contest such Impositionsthrough negotiations. If Landlord elects to not contest such Impositions, Tenant shall have the right to contest any Impositions upon written notice to Landlord. Tenant agrees that each such contest shall be promptly prosecuted to a final conclusion. If necessary in the prosecution of any such contest, Landlord shall join with Tenant as a party to such contest, and Tenant shall pay, and save Landlord and Landlord’s Mortgagee, if any, harmless against, pay any and all losses, judgments, decrease decrees and costs (including reasonable attorneys’ fees and expenses) reasonably incurred in connection with any such contest and shall, promptly after the final settlement, compromise, or determination of such contest, fully pay and discharge the amounts that which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest and costs thereof or in connection therewith, and perform all acts, acts the performance of which shall be ordered or decreed as a result thereof. No such contest shall (1) subject Landlord to the risk of any civil or criminal liabilityliability or (2) result in the imposition of any liens against the Property or (3) impose any fines, charges or other fees or costs on Landlord.

Right to Contest. Landlord shall have the right to contest all Impositions at Landlord’s sole cost and expense. Landlord shall give notice to If Tenant of Landlord’s contest to any Impositions. Landlord agrees that each such contest shall be promptly prosecuted to its final conclusion, except to the extent deemed commercially unreasonable by Landlord, in Landlord’s sole discretion. Landlord shall give notice to Tenant of any increases in Impositions, and in the event Landlord elects not desires to contest any Impositionstax, assessment or the validity of any tax and gives Landlord written notice of this intention, then and Tenant may contest the assessment or tax without being in that eventdefault hereunder, provided that, unless Tenant has paid such tax or assessment under protest, Tenant shall have furnish to Landlord (i) proof satisfactory to Landlord that such protest or contest may be maintained without payment under protest, and (ii) a surety bond or other security reasonably satisfactory to Landlord securing the right to contest payment of such Impositions. If Landlord elects to not contest such Impositionscontested item or items and all interest, Tenant shall have penalty and cost in connection therewith upon the right to contest any Impositions upon written notice to Landlord. Tenant agrees that each final determination of such contest shall be promptly prosecuted or review. Landlord shall, if it determines it is reasonable to a final conclusion. If necessary do so, and if so requested by Tenant, join in any proceeding for contest or review of such taxes or assessments, but the reasonable cost of such joinder in the prosecution of any such contestproceedings (including all costs, Landlord shall join with Tenant as a party to such contestexpenses, and Tenant shall pay, and save Landlord and Landlord’s Mortgagee, if any, harmless against, any and all losses, judgments, decrease and costs (including reasonable attorneys’ fees and expenses) in connection with any such contest and shall, promptly after the final settlement, compromise, or determination of such contest, fully pay and discharge the amounts that shall be levied, assessed, charged or imposed or be determined to be payable therein or reasonably sustained by Landlord in connection therewith) shall be borne by Tenant and payable within fifteen (15) days after written demand by Landlord. Any amount already paid by Tenant and subsequently recovered as the result of such contest or review shall be for the account of Tenant. Tenant shall indemnify, defend and hold Landlord harmless from all actions (including, without limitation, remedial or enforcement actions of any kind, and perform all actsadministrative or judicial proceedings and orders or judgments), the performance of which shall be ordered reasonable costs, claims, damages, expenses (including, reasonable and out-of-pocket attorneys’, consultants’ and experts’ fees, and court costs) amounts paid in settlement, fines, forfeitures or decreed as a result thereof. No such contest shall subject Landlord to the risk of any civil other civil, administrative or criminal liabilitypenalties, injunctive or other relief, liabilities or losses arising from a breach of this covenant and representation or any action by Tenant and its agents and employees or any Tenant actions to contest or review any assessed valuation, real estate tax, or assessment.

Right to Contest. Landlord shall have the right to contest all Impositions at Landlord’s sole cost and expense. Landlord shall give notice to Tenant of Landlord’s contest to any Impositions. Landlord agrees that each such contest shall be promptly prosecuted to its final conclusion, except to the extent deemed commercially unreasonable by Landlord, in Landlord’s sole discretion. Landlord shall give notice to Tenant of any increases in Impositions, and in the event Landlord elects not to contest any Impositions, then and in that event, Tenant shall have the right to contest the amount or validity, or to seek a refund, in whole or in part, of any Imposition or charge upon or against all or part of the Leased Premises, or the Improvements at any time situated thereon by appropriate proceedings so long as such Impositionsproceeding shall have the effect of preventing the collection of the Imposition or charge so contested. If Landlord elects In the event Tenant contests any taxes levied against the Leased Premises or Improvements, Tenant, to not contest the extent required by applicable law, shall post adequate security or bond with the applicable governmental authority in an amount to cover any payments contested and withheld by Tenant together with the estimated amount of all interest and penalties in connection therewith and all charges that may or might be assessed against or become a charge on the Leased Premises in the proceedings. Upon the termination of such Impositionsproceedings, Tenant shall pay the amount of such Imposition or part thereof as finally determined in such proceedings, the payment of which may have the right to contest any Impositions upon written notice to Landlord. Tenant agrees that each such contest shall be promptly prosecuted to a final conclusion. If necessary in been deferred during the prosecution of such proceedings, together with any such contestcosts, fees, interest, penalties or other liabilities in connection therewith. Landlord shall join with Tenant as a party not ultimately be subjected to such contest, and Tenant shall pay, and save Landlord and Landlord’s Mortgagee, if any, harmless against, any and all losses, judgments, decrease and liability for the payment of any costs (including reasonable attorneys’ fees and expenses) or expenses in connection with any such contest proceeding, and shall, Tenant covenants to indemnify and hold harmless Landlord from any such costs or expenses. Tenant shall be entitled promptly after the final settlement, compromiseto any refund of any such Imposition and penalties or interest thereon that have been paid by Tenant, or determination of such contest, that have been paid by Landlord and for which Landlord has been fully pay and discharge the amounts that shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, and perform all acts, the performance of which shall be ordered or decreed as a result thereof. No such contest shall subject Landlord to the risk of any civil or criminal liabilityreimbursed.

Right to Contest. Landlord Provided that the Premises are separately assessed and taxed, Photronics shall have the right right, at Photronics' sole risk and cost, to contest all Impositions at Landlord’s sole the amount and/or validity of the applicable real property taxes by appropriate legal proceedings; provided, however, that said right shall be availed of by Photronics only upon the condition that Photronics shall indemnify, defend and hold Micron and the Premises harmless from any loss, cost or expense, including, but not limited to, Micron's reasonable attorneys' fees, court costs and expense. Landlord shall give notice expenses of litigation, which in any manner arise from or with respect to Tenant of Landlord’s contest to any Impositions. Landlord agrees that each such contest and upon the further condition that Photronics shall be promptly prosecuted to its final conclusiontake any and all actions, except to including, but not limited to, the extent deemed commercially unreasonable by Landlord, in Landlord’s sole discretion. Landlord shall give notice to Tenant payment of any increases in Impositionsjudgment or bonding requirement, so as to prevent the loss or forfeiture of the Premises or any part thereof or of any other property of Micron. The foregoing shall not, however, be deemed or construed to relieve, modify, or extend Photronics' covenant to pay any such real property taxes at the time and in the event Landlord elects not manner provided in this Article VI, unless such proceedings shall operate to contest prevent the sale of the Premises or any Impositions, then and in that event, Tenant shall have part thereof or any other property of Micron or the right to contest such Impositions. If Landlord elects to not contest such Impositions, Tenant shall have the right to contest any Impositions upon written notice to Landlord. Tenant agrees that each such contest shall be promptly prosecuted to a final conclusion. If necessary in the prosecution placing of any lien thereon or on any other property of Micron to satisfy such contesttaxes prior to the final determination of such proceedings. Under such circumstances, Landlord upon the termination of such proceedings, Photronics shall join with Tenant as a party to such contest, and Tenant shall pay, and save Landlord and Landlord’s Mortgageepromptly pay all real property taxes, if any, harmless against, any and all losses, judgments, decrease and costs (including reasonable attorneys’ fees and expenses) in connection with any such contest and shall, promptly after then payable as the final settlement, compromise, or determination result of such contest, fully pay proceedings and discharge the amounts that shall be levied, assessed, charged or imposed or be determined to be payable therein or interest and penalties in connection therewith, and perform all actsthe charges accruing in such proceedings. To the extent Micron receives any refund for any real property taxes paid by Photronics hereunder, the performance of which Micron shall be ordered or decreed as a result thereof. No promptly pay and deliver such contest shall subject Landlord refund to the risk of any civil or criminal liabilityPhotronics.

Right to Contest. Landlord Within thirty (30) days after each tax and assessment payment is required by this Section 6.01 to be paid, Lessee shall provide Lessor with evidence reasonably satisfactory to Lessor that taxes and assessments have been timely paid by Lessee. In the right event Lessor receives a tax xxxx, Lessor shall use commercially reasonable efforts to forward said xxxx to Lessee within fifteen (15) days of Lessor’s receipt thereof. Lessee may, at its own expense, contest or cause to be contested (in the case of any item involving more than $10,000, after prior written notice to Lessor, which shall be given within fifteen (15) days of Lessee’s determination to contest all Impositions at Landlord’s sole cost any matter as permitted herein), by appropriate legal proceedings conducted in good faith and expense. Landlord shall give notice to Tenant with due diligence, any above‑described item or lien with respect thereto, provided that (i) neither the Property nor any interest therein would be in any danger of Landlord’s contest to any Impositions. Landlord agrees that each being sold, forfeited or lost by reason of such contest shall be promptly prosecuted to its final conclusion, except proceedings; (ii) no Event of Default has occurred and is continuing; (iii) if and to the extent deemed commercially unreasonable required by Landlordthe applicable taxing authority and/or Lessor, Lessee posts a bond or takes other steps acceptable to such taxing authority and/or Lessor that removes such lien or stays enforcement thereof; (iv) Lessee shall promptly provide Lessor with copies of all notices received or delivered by Lessee and filings made by Lessee in Landlord’s sole discretion. Landlord connection with such proceeding; and (v) upon termination of such proceedings, it shall give notice be the obligation of Lessee to Tenant pay the amount of any increases such tax and assessment or part thereof as finally determined in Impositionssuch proceedings, and in the event Landlord elects not to contest any Impositions, then and in that event, Tenant shall payment of which may have the right to contest such Impositions. If Landlord elects to not contest such Impositions, Tenant shall have the right to contest any Impositions upon written notice to Landlord. Tenant agrees that each such contest shall be promptly prosecuted to a final conclusion. If necessary in been deferred during the prosecution of such proceedings, together with any such contestcosts, Landlord shall join with Tenant as a party to such contest, and Tenant shall pay, and save Landlord and Landlord’s Mortgagee, if any, harmless against, any and all losses, judgments, decrease and costs fees (including reasonable attorneys’ fees and expenses) disbursements), interest, penalties or other liabilities in connection therewith. Lessor shall at the request of Lessee, execute or join in the execution of any instruments or documents necessary in connection with any such contest and shallor proceedings, promptly after the final settlement, compromise, but Lessor shall incur no cost or determination of such contest, fully pay and discharge the amounts that shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, and perform all acts, the performance of which shall be ordered or decreed as a result thereof. No such contest shall subject Landlord to the risk of any civil or criminal liabilityobligation thereby.

Right to Contest. Landlord Within thirty (30) days after each tax and assessment payment is required by this Section 6.01 to be paid, Lessee shall provide Lessor with evidence reasonably satisfactory to Lessor that taxes and assessments have been timely paid by Lessee. In the right event Lessor receives a tax xxxx, Lessor shall use commercially reasonable efforts to forward said xxxx to Lessee within fifteen (15) days of Lessor’s receipt thereof. Lessee may, at its own expense, contest or cause to be contested (in the case of any item involving more than $10,000, after prior written notice to Lessor, which shall be given within fifteen (15) days of Lessee’s determination to contest all Impositions at Landlord’s sole cost any matter as permitted herein), by appropriate legal proceedings conducted in good faith and expense. Landlord shall give notice to Tenant with due diligence, any above described item or lien with respect thereto, including, without limitation, the amount or validity or application, in whole or in part, of Landlord’s contest to such item, provided that (i) neither the Properties nor any Impositions. Landlord agrees that each interest therein would be in any danger of being sold, forfeited or lost by reason of such contest shall be promptly prosecuted to its final conclusion, except proceedings; (ii) no Event of Default has occurred and is continuing; (iii) if and to the extent deemed commercially unreasonable required by Landlordthe applicable taxing authority and/or Lessor, Lessee posts a bond or takes other steps acceptable to such taxing authority and/or Lessor that removes such lien or stays enforcement thereof; (iv) Lessee shall promptly provide Lessor with copies of all notices received or delivered by Lessee and filings made by Lessee in Landlord’s sole discretion. Landlord connection with such proceeding; and (v) upon termination of such proceedings, it shall give notice be the obligation of Lessee to Tenant pay the amount of any increases such tax and assessment or part thereof as finally determined in Impositionssuch proceedings, and in the event Landlord elects not to contest any Impositions, then and in that event, Tenant shall payment of which may have the right to contest such Impositions. If Landlord elects to not contest such Impositions, Tenant shall have the right to contest any Impositions upon written notice to Landlord. Tenant agrees that each such contest shall be promptly prosecuted to a final conclusion. If necessary in been deferred during the prosecution of such proceedings, together with any such contestcosts, Landlord shall join with Tenant as a party to such contest, and Tenant shall pay, and save Landlord and Landlord’s Mortgagee, if any, harmless against, any and all losses, judgments, decrease and costs fees (including reasonable attorneys’ fees and expenses) disbursements), interest, penalties or other liabilities in connection therewith. Lessor shall at the request of Lessee, execute or join in the execution of any instruments or documents necessary in connection with any such contest and shallor proceedings, promptly after the final settlement, compromise, but Lessor shall incur no cost or determination of such contest, fully pay and discharge the amounts that shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, and perform all acts, the performance of which shall be ordered or decreed as a result thereof. No such contest shall subject Landlord to the risk of any civil or criminal liabilityobligation thereby.

Right to Contest. Landlord Tenant may contest in good faith by appropriate proceedings at its own expense any Taxes provided that Tenant shall first have paid such Taxes or, if the payment of such Taxes is to be postponed during the contest, shall have the right furnished Landlord with a bond of a surety company reasonably satisfactory to contest all Impositions at Landlord’s sole cost and expense. Landlord in an amount equal to, or shall give notice to Tenant have deposited with any bank or trust company of Landlord’s selection in the State wherein the Premises are located to hold such deposit and apply the same as hereinafter provided, the amount of the Taxes so contested, together with such additional sums as may reasonably be required to pay interest or penalties accrued or to accrue on any such Taxes. Nothing contained herein, however, shall release Tenant of the obligation to pay and discharge contested Taxes as finally adjudicated, with interest and penalties, and all other charges directed to be paid in or by any such adjudication. Any such contest or legal proceeding shall be begun by Tenant as soon as reasonably possible after the imposition of any contested Taxes and shall be prosecuted to final adjudication with all reasonable promptness and dispatch; provided, however, that Tenant may in its discretion consolidate any proceeding to obtain a reduction in the assessed valuation of the Premises for tax purposes relating to any Impositionstax year with any similar proceeding or proceedings relating to one or more other tax years. Landlord agrees that each such contest shall be promptly prosecuted to its final conclusion, except Notwithstanding anything contained herein to the extent deemed commercially unreasonable by Landlord, in Landlord’s sole discretion. Landlord shall give notice to Tenant of any increases in Impositions, and in the event Landlord elects not to contest any Impositions, then and in that eventcontrary, Tenant shall have pay all such contested items before the right to contest such Impositions. If Landlord elects to not contest such Impositions, Tenant shall have time when the right to contest Premises or any Impositions upon written notice to Landlord. Tenant agrees that each such contest shall part thereof might be promptly prosecuted to a final conclusion. If necessary in the prosecution of any such contest, Landlord shall join with Tenant as a party to such contest, and Tenant shall pay, and save Landlord and Landlord’s Mortgagee, if any, harmless against, any and all losses, judgments, decrease and costs (including reasonable attorneys’ fees and expenses) in connection with any such contest and shall, promptly after the final settlement, compromise, or determination of such contest, fully pay and discharge the amounts that shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, and perform all acts, the performance of which shall be ordered or decreed forfeited as a result thereofof nonpayment. No such contest shall subject Landlord to the risk of any civil or criminal liability6.3.