Common use of Right to Contest Clause in Contracts

Right to Contest. Notwithstanding anything to the contrary in this Agreement, FirstWorld shall have the right to contest, at its sole expense, by appropriate legal proceedings diligently conducted in good faith, the amount or validity of any Imposition or other tax or fee and the valuation, assessment or reassessment (whether proposed or final) of FirstWorld's property or any Conduit for purposes of real and personal property taxes. FirstWorld may defer payment of the contested amount pending the outcome of such contest, provided that such deferral does not subject any portion of the Conduit or any other right or asset of Irvine, to any risk of forfeiture or Irvine to any risk of criminal liability. Irvine shall not be required to join in any such contest proceedings unless such proceedings must be brought in the name of Irvine, provided however, that Irvine shall have the right to participate in any such proceedings to the extent it determines that such participation is necessary or appropriate to protect its interests, and Irvine shall be entitled to be reimbursed by FirstWorld upon demand for legal fees incurred by it in participating in any such proceeding. If any such proceedings must be brought in Irvine's name, Irvine shall cooperate with FirstWorld so as to permit such proceedings to be brought in Irvine's name. FirstWorld shall pay all reasonable costs and expenses (including reasonable attorneys' fees) incident to such proceedings. FirstWorld shall be entitled to any refund of any contested amount (and penalties and interest paid by FirstWorld) to the extent such refund is of amounts previously paid by FirstWorld with regard to such contested amount, whether such refund is made during or after the Term of this Agreement. Upon termination of FirstWorld's contest of any amount, FirstWorld shall pay the amount (if any) as has been finally determined in such proceedings to be due, together with any costs, interest, penalties or other liabilities in connection with such Imposition.

Right to Contest. Notwithstanding anything 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 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, PA, SC, TN and TX File No. 7210/02-475 reasonably satisfactory to Lessor that taxes and assessments have been timely paid by Lessee. In the contrary in this Agreementevent Lessor receives a tax xxxx, FirstWorld Lessor shall have the right use commercially reasonable efforts to contestforward said xxxx to Lessee within fifteen (15) days of Lessor’s receipt thereof. Lessee may, at its sole 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 any matter as permitted herein), by appropriate legal proceedings diligently conducted in good faithfaith and with due diligence, any above‑described item or lien with respect thereto, including, without limitation, the amount or validity of any Imposition or other tax application, in whole or fee and the valuationin part, assessment or reassessment (whether proposed or final) of FirstWorld's property or any Conduit for purposes of real and personal property taxes. FirstWorld may defer payment of the contested amount pending the outcome of such contestitem, provided that such deferral does not subject (i) neither the Properties nor any portion of the Conduit or any other right or asset of Irvine, to any risk of forfeiture or Irvine to any risk of criminal liability. Irvine shall not interest therein would be required to join in any danger of being sold, forfeited or lost by reason of such contest proceedings unless such proceedings must be brought in the name proceedings; (ii) no Event of Irvine, provided however, that Irvine shall have the right to participate in any such proceedings Default has occurred and is continuing; (iii) if and to the extent required by the applicable taxing authority and/or Lessor, Lessee posts a bond or takes other steps acceptable to such taxing authority and/or Lessor that removes such lien or stays enforcement thereof; (iv) Lessee shall promptly provide Lessor with copies of all notices received or delivered by Lessee and filings made by Lessee in connection with such proceeding; and (v) upon termination of such proceedings, it determines that such participation is necessary or appropriate to protect its interests, and Irvine shall be entitled the obligation of Lessee to be reimbursed by FirstWorld upon demand for legal fees incurred by it in participating in any such proceeding. If any such proceedings must be brought in Irvine's name, Irvine shall cooperate with FirstWorld so as to permit such proceedings to be brought in Irvine's name. FirstWorld shall pay all reasonable costs and expenses (including reasonable attorneys' fees) incident to such proceedings. FirstWorld shall be entitled to any refund of any contested amount (and penalties and interest paid by FirstWorld) to the extent such refund is of amounts previously paid by FirstWorld with regard to such contested amount, whether such refund is made during or after the Term of this Agreement. Upon termination of FirstWorld's contest of any amount, FirstWorld shall pay the amount (if any) of any such tax and assessment or part thereof as has been finally determined in such proceedings to be dueproceedings, the payment of which may have been deferred during the prosecution of such proceedings, together with any costs, fees (including attorneys’ fees and disbursements), interest, penalties or other liabilities in connection therewith. Lessor shall at the request of Lessee, execute or join in the execution of any instruments or documents necessary in connection with such Impositioncontest or proceedings, but Lessor shall incur no cost or obligation thereby.

Right to Contest. Notwithstanding anything to the contrary in this Agreement, FirstWorld shall have the right to contest, at its sole expense, by appropriate legal proceedings diligently conducted in good faith, the amount or validity of any Imposition or other tax or fee and the valuation, assessment or reassessment (whether proposed or final) of FirstWorld's property or any Conduit the Leased Premises for purposes of real estate and personal property taxes. FirstWorld may defer payment of the contested amount pending the outcome of such contest, provided that such deferral does not subject any portion of the Leased Premises or the Conduit or any other right or asset of Irvine, to any risk of forfeiture or Irvine to any risk of criminal liability. Irvine shall not be required to join in any such contest proceedings unless such proceedings must be brought in the name of Irvine, provided however, that Irvine shall have the right to participate in any such proceedings to the extent it determines that such participation is necessary or appropriate to protect its interests, and Irvine shall be entitled to be reimbursed by FirstWorld upon demand for legal fees incurred by it in participating in any such proceeding. If any such proceedings must be brought in Irvine's name, Irvine shall cooperate with FirstWorld so as to permit such proceedings to be brought in Irvine's name. FirstWorld shall pay all reasonable costs and expenses (including reasonable attorneys' fees) incident to such proceedings. FirstWorld shall be entitled to any refund of any contested amount (and penalties and interest paid by FirstWorld) to the extent such refund is of amounts previously paid by FirstWorld with regard to such contested amount, whether such refund is made during or after the Term of this Agreement. Upon termination of FirstWorld's contest of any amount, FirstWorld shall pay the amount (if any) as has been finally determined in such proceedings to be due, together with any costs, interest, penalties or other liabilities in connection with such Imposition.

Right to Contest. Notwithstanding anything Within thirty (30) days after each tax and assessment payment is required by this Section 6.01 to be paid, Tenant shall provide Landlord with evidence reasonably satisfactory to Landlord that taxes and assessments have been timely paid by Tenant. Tenant shall make arrangements with the contrary county assessor or other tax collector with respect to each Property to have bills for Real Estate Taxes sent directly to Tenant. In the event Landlord receives a Real Estate Tax xxxx, Landlord shall endeavor to forward said xxxx to Tenant within five (5) Business Days of Landlord’s receipt thereof but failure of Landlord to deliver any such xxxx shall in no way reduce or diminish Tenant’s obligations to pay such Real Estate Taxes or other taxes, charges and assessments contemplated by this Agreement, FirstWorld shall have the right Lease or render Landlord liable to contestTenant in any regard. Tenant may, at its sole own expense, contest or cause to be contested, by appropriate legal proceedings diligently conducted in good faithfaith and 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 any Imposition or other tax or fee and the valuation, assessment or reassessment (whether proposed or final) of FirstWorld's property or any Conduit for purposes of real and personal property taxes. FirstWorld may defer payment of the contested amount pending the outcome of such contestitem, provided that such deferral does not subject (i) neither the Properties nor any portion of the Conduit or any other right or asset of Irvine, to any risk of forfeiture or Irvine to any risk of criminal liability. Irvine shall not interest therein would be required to join in any danger of being sold, forfeited or lost by reason of such proceedings; (ii) no Event of Default has occurred and is continuing or occurs at any time during the pendency of such contest proceedings unless such proceedings must be brought (in the name of Irvine, provided however, that Irvine which event Tenant shall have the right to participate pay all contested taxes in any such proceedings full together with all interest and penalties then due); (iii) if and to the extent required by the applicable taxing authority or applicable Legal Requirements, Tenant pays all or such contested taxes that are required to be paid as a condition to contesting such taxes and posts a bond or takes other steps acceptable to such taxing authority that removes such lien or stays enforcement thereof; (iv) Tenant shall promptly provide Landlord with copies of all notices received or delivered by Tenant and filings made by Tenant in connection with such proceeding; and (v) upon termination of such proceedings, it determines that such participation is necessary or appropriate to protect its interests, and Irvine shall be entitled the obligation of Tenant to be reimbursed by FirstWorld upon demand for legal fees incurred by it in participating in any such proceeding. If any such proceedings must be brought in Irvine's name, Irvine shall cooperate with FirstWorld so as to permit such proceedings to be brought in Irvine's name. FirstWorld shall pay all reasonable costs and expenses (including reasonable attorneys' fees) incident to such proceedings. FirstWorld shall be entitled to any refund of any contested amount (and penalties and interest paid by FirstWorld) to the extent such refund is of amounts previously paid by FirstWorld with regard to such contested amount, whether such refund is made during or after the Term of this Agreement. Upon termination of FirstWorld's contest of any amount, FirstWorld shall pay the amount (if any) of any such tax and assessment or part thereof as has been finally determined in such proceedings to be dueproceedings, the payment of which may have been deferred during the prosecution of such proceedings, together with any costs, fees (including attorneys’ fees and disbursements), interest, penalties or other liabilities in connection therewith. Landlord shall at the request of Tenant, execute or join in the execution of any instruments or documents necessary in connection with such Impositioncontest or proceedings, but Landlord shall incur no cost or obligation thereby.

Right to Contest. Notwithstanding anything 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 contrary in this Agreementevent Lessor receives a tax xxxx, FirstWorld Lessor shall have the right use commercially reasonable efforts to contestforward said xxxx to Lessee within fifteen (15) days of Lessor’s receipt thereof. Lessee may, at its sole own expense, contest or cause to be contested (in the case of any item involving more than $50,000, after prior written notice to Lessor, which shall be given within fifteen (15) days of Lessee’s determination to contest any matter as permitted herein), by appropriate legal proceedings diligently conducted in good faithfaith and 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 any Imposition or other tax or fee and the valuation, assessment or reassessment (whether proposed or final) of FirstWorld's property or any Conduit for purposes of real and personal property taxes. FirstWorld may defer payment of the contested amount pending the outcome of such contestitem, provided that such deferral does not subject (i) neither the Properties nor any portion of the Conduit or any other right or asset of Irvine, to any risk of forfeiture or Irvine to any risk of criminal liability. Irvine shall not interest therein would be required to join in any danger of being sold, forfeited or lost by reason of such contest proceedings unless such proceedings must be brought in the name proceedings; (ii) no Event of Irvine, provided however, that Irvine shall have the right to participate in any such proceedings Default has occurred and is continuing; (iii) if and to the extent required by the applicable taxing authority, Lessee posts a bond or takes other steps acceptable to such taxing authority that removes such lien or stays enforcement thereof; (iv) Lessee shall promptly provide Lessor with copies of all notices received or delivered by Lessee and filings made by Lessee in connection with such proceeding; and (v) upon termination of such proceedings, it determines that such participation is necessary or appropriate to protect its interests, and Irvine shall be entitled the obligation of Lessee to be reimbursed by FirstWorld upon demand for legal fees incurred by it in participating in any such proceeding. If any such proceedings must be brought in Irvine's name, Irvine shall cooperate with FirstWorld so as to permit such proceedings to be brought in Irvine's name. FirstWorld shall pay all reasonable costs and expenses (including reasonable attorneys' fees) incident to such proceedings. FirstWorld shall be entitled to any refund of any contested amount (and penalties and interest paid by FirstWorld) to the extent such refund is of amounts previously paid by FirstWorld with regard to such contested amount, whether such refund is made during or after the Term of this Agreement. Upon termination of FirstWorld's contest of any amount, FirstWorld shall pay the amount (if any) of any such tax and assessment or part thereof as has been finally determined in such proceedings to be dueproceedings, the payment of which may have been deferred during the prosecution of such proceedings, together with any costs, fees (including attorneys’ fees and disbursements), interest, penalties or other liabilities in connection therewith. Lessor shall at the request of Lessee, execute or join in the execution of any instruments or documents necessary in connection with such Impositioncontest or proceedings, but Lessor shall incur no cost or obligation thereby.

Right to Contest. Notwithstanding anything Within five (5) Business Days of the date by which each tax and assessment payment is required by this Section 5.01 to be paid, Lessee shall provide Lessor with receipts or other evidence reasonably satisfactory to Lessor that each tax and assessment has been timely paid by Xxxxxx. In the contrary in this Agreementevent Lessor receives a tax bill, FirstWorld Lessor shall have the right use commercially reasonable efforts to contestforward said bill to Lessee within five (5) Business Days of Lessor’s receipt thereof. Lessee may, at its sole 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 prior to contesting any matter as permitted herein), by appropriate legal proceedings diligently conducted in good faithfaith and with due diligence, any above described item or lien with respect thereto, including, without limitation, the amount or validity of any Imposition or other tax application, in whole or fee and the valuationin part, assessment or reassessment (whether proposed or final) of FirstWorld's property or any Conduit for purposes of real and personal property taxes. FirstWorld may defer payment of the contested amount pending the outcome of such contestitem, provided that such deferral does not subject (i) neither the Properties nor any portion of the Conduit or any other right or asset of Irvine, to any risk of forfeiture or Irvine to any risk of criminal liability. Irvine shall not interest therein would be required to join in any danger of being sold, forfeited or lost by reason of such contest proceedings unless such proceedings must be brought in the name proceedings; (ii) no Event of Irvine, provided however, that Irvine shall have the right to participate in any such proceedings Default has occurred and is continuing; (iii) if and to the extent required by the applicable taxing authority and/or Lessor or Lessor’s lender, Lessee posts a bond or takes other steps acceptable to such taxing authority and/or Lessor or Lessor’s lender that removes such lien or stays enforcement thereof; (iv) Lessee shall promptly provide Lessor with copies of all material notices received or delivered by Lessee and filings made by Lessee in connection with such proceeding; and (v) upon termination of such proceedings, it determines that such participation is necessary or appropriate to protect its interests, and Irvine shall be entitled the obligation of Lessee to be reimbursed by FirstWorld upon demand for legal fees incurred by it in participating in any such proceeding. If any such proceedings must be brought in Irvine's name, Irvine shall cooperate with FirstWorld so as to permit such proceedings to be brought in Irvine's name. FirstWorld shall pay all reasonable costs and expenses (including reasonable attorneys' fees) incident to such proceedings. FirstWorld shall be entitled to any refund of any contested amount (and penalties and interest paid by FirstWorld) to the extent such refund is of amounts previously paid by FirstWorld with regard to such contested amount, whether such refund is made during or after the Term of this Agreement. Upon termination of FirstWorld's contest of any amount, FirstWorld shall pay the amount (if any) of any such tax and assessment or part thereof as has been finally determined in such proceedings to be dueproceedings, the payment of which may have been deferred during the prosecution of such proceedings, together with any costs, fees (including attorneys’ fees and disbursements), interest, penalties or other liabilities in connection therewith. Lessor shall at the request of Xxxxxx, execute or join in the execution of any instruments or documents necessary in connection with such Impositioncontest or proceedings, but Lessor shall incur no cost or obligation thereby.

Right to Contest. Notwithstanding anything 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 contrary in event Lessor receives a tax bxxx, Lessor shall forward said bxxx to Lessee within fifteen (15) days of Lessor’s receipt thereof; provided, however, Lessor’s failure to forward said bxxx shall not constitute a default by Lessor under this Agreement, FirstWorld shall have the right to contestLease. Lessee may, at its sole 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 any matter as permitted herein), by appropriate legal proceedings diligently conducted in good faithfaith and with due diligence, any above‑described item or lien with respect thereto or the amount or validity assessed valuation of any Imposition or other tax or fee and the valuation, assessment or reassessment (whether proposed or final) of FirstWorld's property or any Conduit for purposes of real and personal property taxes. FirstWorld may defer payment of the contested amount pending the outcome of such contestProperties, provided that such deferral does not subject (i) neither the Properties nor any portion of the Conduit or any other right or asset of Irvine, to any risk of forfeiture or Irvine to any risk of criminal liability. Irvine shall not interest therein would be required to join in any danger of being sold, forfeited or lost by reason of such contest proceedings unless such proceedings must be brought in the name proceedings; (ii) no Event of Irvine, provided however, that Irvine shall have the right to participate in any such proceedings Default has occurred and is continuing; (iii) if and to the extent required by the applicable taxing authority and/or Lessor, Lessee posts a bond or takes other steps acceptable to such taxing authority and/or Lessor that removes such lien or stays enforcement thereof; (iv) Lessee shall promptly provide Lessor with copies of all notices received or delivered by Lessee and filings made by Lessee in connection with such proceeding; and (v) upon termination of such proceedings, it determines that such participation is necessary or appropriate to protect its interests, and Irvine shall be entitled the obligation of Lessee to be reimbursed by FirstWorld upon demand for legal fees incurred by it in participating in any such proceeding. If any such proceedings must be brought in Irvine's name, Irvine shall cooperate with FirstWorld so as to permit such proceedings to be brought in Irvine's name. FirstWorld shall pay all reasonable costs and expenses (including reasonable attorneys' fees) incident to such proceedings. FirstWorld shall be entitled to any refund of any contested amount (and penalties and interest paid by FirstWorld) to the extent such refund is of amounts previously paid by FirstWorld with regard to such contested amount, whether such refund is made during or after the Term of this Agreement. Upon termination of FirstWorld's contest of any amount, FirstWorld shall pay the amount (if any) of any such tax and assessment or part thereof as has been finally determined in such proceedings to be dueproceedings, the payment of which may have been deferred during the prosecution of such proceedings, together with any costs, fees (including attorneys’ fees and disbursements), interest, penalties or other liabilities in connection therewith. Lessor shall at the request of Lessee, execute or join in the 4851-8930-3408.5 STORE / Ampco Master Lease Agreement 4 Properties in PA and IN File No.: 7210/02-637 execution of any instruments or documents necessary in connection with such Impositioncontest or proceedings, but Lessor shall incur no cost or obligation thereby.

Right to Contest. Notwithstanding anything to the contrary in this Operating Property Agreement, FirstWorld SNA shall have the right to contest, at its sole expense, by appropriate legal proceedings diligently conducted in good faith, the amount or validity of any Imposition or other tax or fee and fee; the valuation, assessment or reassessment (whether proposed or final) of FirstWorld's property or any Conduit the Leased Property for purposes of real and personal property estate taxes; or the validity of any Applicable Law or the application of any Applicable Law to the Leased Property. FirstWorld SNA may defer payment of the contested amount or compliance with the contested Applicable Law or performance of any other contested obligation pending the outcome of such contest, provided that such deferral does not subject any portion of the Conduit or any other right or asset of Irvine, Leased Property to any material risk of imminent forfeiture or Irvine the City to any material risk of criminal liability. Irvine The City shall not be required to join in any such contest proceedings unless an Applicable Law shall require that such proceedings must be brought in the name of Irvinethe City. In such case, provided however, that Irvine shall have the right to participate in any such proceedings subject to the extent it determines that such participation is necessary or appropriate to protect its interestsapproval of the City Council, and Irvine shall be entitled to be reimbursed by FirstWorld upon demand for legal fees incurred by it in participating in any such proceeding. If any such proceedings must be brought in Irvine's name, Irvine the City shall cooperate with FirstWorld SNA so as to permit to such proceedings to be brought in Irvinethe City's name. FirstWorld SNA shall pay all reasonable costs and expenses (including reasonable attorneys' fees) incident to such proceedings. FirstWorld SNA shall be entitled to any refund of any contested amount (and penalties and interest paid by FirstWorldSNA) to the extent such refund is based upon SNA's prior overpayment of amounts previously paid by FirstWorld with regard to such contested amount, whether such refund is made during or after the Term of this Operating Property Agreement. Upon termination of FirstWorldSNA's contest of any amount, FirstWorld SNA shall pay the amount (if any) as has been finally determined in such proceedings to be due, together with any costs, interest, penalties or other liabilities in connection with such Imposition. Upon final termination of SNA's contest of an Applicable Law, SNA shall comply with such final determination. SNA's right to contest any amount or the valuation, assessment or reassessment of the Leased Property for tax purposes shall be to the exclusion of the City, and the City shall have no right to contest the foregoing without SNA's consent, not to be unreasonably withheld.

Right to Contest. Notwithstanding anything to the contrary in this Agreement, FirstWorld The Borrower Parties shall have the right to contest, at its sole expense, by appropriate legal proceedings diligently conducted in good faith, contest the amount or validity of any Imposition Imposition, Legal Requirement, Insurance Requirement, Environmental Obligation, lien, attachment, levy, encumbrance, charge or other tax claim (collectively, “Claims”) as to the Properties, 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 fee and extending the valuationBorrower Parties’ obligation to pay any Claims as finally determined, assessment or reassessment (whether proposed or finalb) of FirstWorld's property or any Conduit for purposes of real and personal property taxes. FirstWorld may defer payment no part of the contested amount pending affected Property shall be in any immediate danger of sale, forfeiture, attachment or loss, and (c) the outcome of Borrower Parties shall indemnify and hold harmless Lender from and against any cost, claim, damage, penalty or reasonable expense, including reasonable attorneys’ fees, incurred by the Lender in connection therewith or as a result thereof. Lender agrees to join in any such proceedings if required legally to prosecute such contest, provided that such deferral does Lender shall not subject thereby be subjected to any portion liability therefor (including, without limitation, for the payment of any costs or expenses in connection therewith) unless the Conduit or any other right or asset of Irvineapplicable Borrower Party agrees by agreement in form and substance reasonably satisfactory to Lender, to any risk of forfeiture or Irvine to any risk of criminal liability. Irvine shall not be required to join in any such contest proceedings unless such proceedings must be brought in the name of Irvine, provided however, that Irvine shall have the right to participate in any such proceedings assume and indemnify Lender with respect to the extent it determines that such participation is necessary or appropriate to protect its interests, and Irvine shall be entitled to be reimbursed by FirstWorld upon demand for legal fees incurred by it in participating in any such proceedingsame. If any such proceedings must be brought in Irvine's name, Irvine shall cooperate with FirstWorld so as to permit such proceedings to be brought in Irvine's name. FirstWorld shall pay all reasonable costs and expenses (including reasonable attorneys' fees) incident to such proceedings. FirstWorld The Borrower Parties shall be entitled to any refund of any contested amount (Claims and such charges and penalties and or interest thereon which have been paid by FirstWorld) such Guarantor or paid by Lender to the extent that Lender has been fully reimbursed by such refund is of amounts previously Guarantor. If the Borrower Parties shall fail (x) to pay or cause to be paid by FirstWorld with regard any Claims when finally determined, (y) to provide reasonable security therefor or (z) to prosecute or cause to be prosecuted any such contest diligently and in good faith, Lender may, upon reasonable notice to such contested amountGuarantor (which notice shall not be required if Lender shall reasonably determine that the same is not practicable), whether pay such refund is made during or after the Term of this Agreement. Upon termination of FirstWorld's contest of any amount, FirstWorld shall pay the amount (if any) as has been finally determined in such proceedings to be duecharges, together with any costsinterest and penalties due with respect thereto, interestand the Borrower Parties shall reimburse Lender therefor, penalties or other liabilities in connection with such Impositionupon demand, as Additional Charges.

Right to Contest. Notwithstanding anything After prior written notice to the contrary in this AgreementLender, FirstWorld shall have the right to contestBorrower, at its sole own expense, may contest by appropriate legal proceedings diligently proceeding, promptly initiated and conducted in good faithfaith with due diligence, the amount or validity or application in whole or in part of any Imposition of the Taxes or other tax or fee and the valuation, assessment or reassessment Other Charges (whether proposed or final) of FirstWorld's property or any Conduit for purposes of real this Section 9.02(b), “Other Charges” shall be deemed to include mechanics’ and personal property taxes. FirstWorld materialmen’s liens and trade payables), provided that: (i) no Event of Default exists; (ii) such proceeding suspends the collection of such Taxes or Other Charges and the Property will not be in danger of being sold for such unpaid Taxes or Other Charges, or Borrower has paid all of such Taxes or Other Charges under protest; (iii) such proceeding is permitted under and is conducted in accordance with the provisions of any other instrument to which Borrower or the Property is subject and does not constitute a default thereunder; (iv) if Borrower has not paid the disputed amounts in full under protest, Borrower shall deposit with Lender (or a court or other Governmental Authority as/if applicable) cash (or other security as may defer be approved, in writing, by Lender) in an amount Lender deems sufficient to insure the payment of any such Taxes or Other Charges together with interest and penalties thereon, if any, provided that after a Securitization, one hundred twenty-five percent (125%) of the contested amount pending (plus anticipated penalty and interest) shall be deposited with Lender; (v) Borrower furnishes to Lender all other items reasonably requested by Lender; and (vi) upon a final determination thereof, Borrower promptly pays the outcome amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith. Lender may pay over any security held by Lender pursuant to this Section to the claimant entitled thereto at any time when, in Lender’s judgment, the entitlement of such contestclaimant is established, provided that such deferral does not subject any portion of the Conduit or any other right or asset of Irvineand, to the extent the security posted by Borrower with Lender is insufficient to pay the full amount due (including, without limitation, any risk of forfeiture penalties or Irvine to any risk of criminal liabilityinterest thereon), Borrower shall be liable for the deficiency. Irvine If Lender pays the deficiency (which Lender shall not be required obligated to join in any such contest proceedings unless such proceedings must be brought in do), the name of Irvine, provided however, that Irvine shall have the right to participate in any such proceedings to the extent it determines that such participation is necessary or appropriate to protect its interests, and Irvine amount paid by Lender shall be entitled added to be reimbursed by FirstWorld upon demand for legal fees incurred by it principal, shall bear interest at the Default Rate until paid in participating in any full and payment of such proceeding. If any such proceedings must be brought in Irvine's name, Irvine shall cooperate with FirstWorld so as to permit such proceedings to be brought in Irvine's name. FirstWorld shall pay all reasonable costs and expenses (including reasonable attorneys' fees) incident to such proceedings. FirstWorld amounts shall be entitled secured by the Security Instrument and other collateral given to any refund of any contested amount (and penalties and interest paid by FirstWorld) to secure the extent such refund is of amounts previously paid by FirstWorld with regard to such contested amount, whether such refund is made during or after the Term of this Agreement. Upon termination of FirstWorld's contest of any amount, FirstWorld shall pay the amount (if any) as has been finally determined in such proceedings to be due, together with any costs, interest, penalties or other liabilities in connection with such ImpositionLoan.

Right to Contest. Notwithstanding anything In the event Walgreens shall not be in compliance with the tenns of the Walgreens Lease obligating Walgreens to undertake the contrary in this Agreementpayment of Taxes and Other Charges assessed or imposed against the Prope1iy, FirstWorld shall have the right after prior written notice to contestLender, Borrower, at its sole own expense, may contest by appropriate legal proceedings diligently proceeding, promptly initiated and conducted in good faithfaith with due diligence, the amount or validity or application in whole or in part of any Imposition of the Taxes or Other Charges, provided that: (i) no Event of Default exists; (ii) such proceeding suspends the collection of such Taxes or Other Charges and the Property will not be in danger of being sold for such unpaid Taxes or Other Charges, or Borrower has paid all of such Taxes or Other Charges under protest; (iii) such proceeding is permitted under and is conducted in accordance with the provisions of any other instrument to which Borrower or the Property is subject and does not constitute a default thereunder; (iv) if Borrower has not paid the disputed amounts in full under protest, Borrower shall deposit with Lender cash (or other tax security as may be approved, in writing, by Lender) in an amount Lender deems sufficient to insure the payment of any such Taxes or fee Other Charges together with interest and the valuationpenalties thereon, assessment or reassessment if any, provided that after a Securitization, one hundred twenty-five percent (whether proposed or final125%) of FirstWorld's property or any Conduit for purposes of real and personal property taxes. FirstWorld may defer payment of the contested amount pending (plus anticipated penalty and interest) shall be deposited with Lender; (v) Borrower furnishes to Lender all other items reasonably requested by Lender; and (vi) upon a final determination thereof, Borrower promptly pays the outcome amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith. Lender may pay over any security held by Lender pursuant to this Section to the claimant entitled thereto at any time when, in Lender's judgment, the entitlement of such contestclaimant is established, provided that such deferral does not subject any portion of the Conduit or any other right or asset of Irvineand, to the extent the security posted by Borrower with Lender is insufficient to pay the full amount due (including, without limitation, any risk of forfeiture penalties or Irvine to any risk of criminal liabilityinterest thereon), Borrower shall be liable for the deficiency. Irvine If Lender pays the deficiency (which Lender shall not be required obligated to join in any such contest proceedings unless such proceedings must be brought in do), the name of Irvine, provided however, that Irvine shall have the right to participate in any such proceedings to the extent it determines that such participation is necessary or appropriate to protect its interests, and Irvine amount paid by Lender shall be entitled added to be reimbursed by FirstWorld upon demand for legal fees incurred by it principal, shall bear interest at the Default Rate until paid in participating in any full and payment of such proceeding. If any such proceedings must be brought in Irvine's name, Irvine shall cooperate with FirstWorld so as to permit such proceedings to be brought in Irvine's name. FirstWorld shall pay all reasonable costs and expenses (including reasonable attorneys' fees) incident to such proceedings. FirstWorld amounts shall be entitled secured by the Security Instrument and other collateral given to any refund of any contested amount (and penalties and interest paid by FirstWorld) to secure the extent such refund is of amounts previously paid by FirstWorld with regard to such contested amount, whether such refund is made during or after the Term of this Agreement. Upon termination of FirstWorld's contest of any amount, FirstWorld shall pay the amount (if any) as has been finally determined in such proceedings to be due, together with any costs, interest, penalties or other liabilities in connection with such ImpositionLoan.

Right to Contest. Notwithstanding anything 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 contrary in event Xxxxxx receives a tax bill, Lessor shall forward said bill to Lessee within fifteen (15) days of Xxxxxx’s receipt thereof; provided, however, Xxxxxx’s failure to forward said bill shall not constitute a default by Lessor under this Agreement, FirstWorld shall have the right to contestLease. Lessee may, at its sole 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 any matter as permitted herein), by appropriate legal proceedings diligently conducted in good faithfaith and with due diligence, any above-described item or lien with respect thereto or the amount or validity assessed valuation of any Imposition or other tax or fee and the valuation, assessment or reassessment (whether proposed or final) of FirstWorld's property or any Conduit for purposes of real and personal property taxes. FirstWorld may defer payment of the contested amount pending the outcome of such contestProperties, provided that such deferral does not subject (i) neither the Properties nor any portion of the Conduit or any other right or asset of Irvine, to any risk of forfeiture or Irvine to any risk of criminal liability. Irvine shall not interest therein would be required to join in any danger of being sold, forfeited or lost by reason of such contest proceedings unless such proceedings must be brought in the name proceedings; (ii) no Event of Irvine, provided however, that Irvine shall have the right to participate in any such proceedings Default has occurred and is continuing; (iii) if and to the extent required by the applicable taxing authority and/or Lessor, Lessee posts a bond or takes other steps acceptable to such taxing authority and/or Lessor that removes such lien or stays enforcement thereof; (iv) Lessee shall promptly provide Lessor with copies of all notices received or delivered by Xxxxxx and filings made by Lessee in connection with such proceeding; and (v) upon termination of such proceedings, it determines that such participation is necessary or appropriate to protect its interests, and Irvine shall be entitled the obligation of Lessee to be reimbursed by FirstWorld upon demand for legal fees incurred by it in participating in any such proceeding. If any such proceedings must be brought in Irvine's name, Irvine shall cooperate with FirstWorld so as to permit such proceedings to be brought in Irvine's name. FirstWorld shall pay all reasonable costs and expenses (including reasonable attorneys' fees) incident to such proceedings. FirstWorld shall be entitled to any refund of any contested amount (and penalties and interest paid by FirstWorld) to the extent such refund is of amounts previously paid by FirstWorld with regard to such contested amount, whether such refund is made during or after the Term of this Agreement. Upon termination of FirstWorld's contest of any amount, FirstWorld shall pay the amount (if any) of any such tax and assessment or part thereof as has been finally determined in such proceedings to be dueproceedings, the payment of which may have been deferred during the prosecution of such proceedings, together with any costs, fees (including attorneys’ fees and disbursements), interest, penalties or other liabilities in connection therewith. Lessor shall, at the request of Xxxxxx, execute or join in the execution of any instruments or documents necessary in connection with such Impositioncontest or proceedings, but Lessor shall incur no cost or obligation thereby.

Right to Contest. Notwithstanding anything After prior written notice to the contrary in this AgreementLender, FirstWorld shall have the right to contestBorrower may permit Mortgage Borrower, at its sole own expense, to contest by appropriate legal proceedings diligently proceeding, promptly initiated and conducted in good faithfaith with due diligence, the amount or validity or application in whole or in part of any Imposition of the Taxes or other tax Other Charges, provided that: (i) no Event of Default exists; (ii) such proceeding suspends the collection of such Taxes or fee Other Charges and the valuationProperty will not be in danger of being sold for such unpaid Taxes or Other Charges, assessment or reassessment Mortgage Borrower has paid all of such Taxes or Other Charges under protest; (whether proposed iii) such proceeding is permitted under and is conducted in accordance with the provisions of any other instrument to which Mortgage Borrower or finalthe Property is subject and does not constitute a default thereunder; (iv) of FirstWorld's property or any Conduit for purposes of real and personal property taxes. FirstWorld may defer if Mortgage Borrower has not paid the disputed amounts in full under protest, Mortgage Borrower shall deposit with Mortgage Lender, as provided in the Mortgage Loan Agreement to insure the payment of the contested amount pending the outcome of such contest, provided that such deferral does not subject any portion of the Conduit or any other right or asset of Irvine, to any risk of forfeiture or Irvine to any risk of criminal liability. Irvine shall not be required to join in any such contest proceedings unless such proceedings must be brought in the name of Irvine, provided however, that Irvine shall have the right to participate in any such proceedings to the extent it determines that such participation is necessary Taxes or appropriate to protect its interests, and Irvine shall be entitled to be reimbursed by FirstWorld upon demand for legal fees incurred by it in participating in any such proceeding. If any such proceedings must be brought in Irvine's name, Irvine shall cooperate Other Charges together with FirstWorld so as to permit such proceedings to be brought in Irvine's name. FirstWorld shall pay all reasonable costs and expenses (including reasonable attorneys' fees) incident to such proceedings. FirstWorld shall be entitled to any refund of any contested amount (interest and penalties thereon, if any; (v) Borrower causes Mortgage Borrower to furnish to Lender all other items reasonably requested by Lender; and interest paid by FirstWorld(vi) upon a final determination thereof, Borrower causes Mortgage Borrower to the extent such refund is of amounts previously paid by FirstWorld with regard to such contested amount, whether such refund is made during or after the Term of this Agreement. Upon termination of FirstWorld's contest of any amount, FirstWorld shall promptly pay the amount (if any) as has been finally determined in of any such proceedings to be dueTaxes or Other Charges, together with any all costs, interest, interest and penalties or other liabilities which may be payable in connection with such Impositiontherewith.

Right to Contest. Notwithstanding anything to the contrary in this Agreement, FirstWorld Mortgagor shall have the right to contest, at its sole expense, by appropriate legal proceedings diligently conducted contest in good faith, faith the validity or amount or validity of any Imposition tax assessment or other tax lien arising from any work performed at or fee and materials furnished to the valuationpremises which right, however, is conditional upon (i) such contest having the effect of preventing the collection of the tax, assessment or reassessment lien so contested and the sale or forfeiture of the premises or any part thereof or interest therein to satisfy the same, (whether proposed ii) Mortgagor giving Mortgagee written notice of its intention to contest the same in a timely manner, which, with respect to any contested tax or finalassessment, shall mean before any such tax, assessment or lien has been increased by any penalties or costs, and with respect to any contested mechanic's lien claim, shall mean within thirty (30) days after Mortgagor receives actual notice of the filing thereof, (iii) Mortgagor making and thereafter maintaining with Mortgagee or such other depository as Mortgagee may designate, a deposit of cash (or United States government securities, in discount form, or other security as may, in Mortgagee's sole discretion, be acceptable to Mortgagee, and in either case having a present value equal to the amount herein specified) in an amount no less than One Hundred Fifty Percent (150%) of FirstWorldthe amount which, in Mortgagee's property reasonable opinion, determined from time to time, shall be sufficient to pay in full such contested tax, assessment or any Conduit for purposes lien and penalties, costs and interest that may become due thereon in the event of real and personal property taxes. FirstWorld may defer payment of a final determination thereof adverse to Mortgagor or in the contested amount pending the outcome of such contest, provided that such deferral does not subject any portion of the Conduit or any other right or asset of Irvine, event Mortgagor fails to any risk of forfeiture or Irvine to any risk of criminal liability. Irvine shall not be required to join in any prosecute such contest proceedings unless such proceedings must be brought as herein required, or in the name of Irvinelieu thereof, provided however, that Irvine shall have the right Mortgagor providing to participate in any such proceedings to the extent it determines that such participation is necessary or appropriate to protect its interests, and Irvine shall be entitled to be reimbursed by FirstWorld upon demand for legal fees incurred by it in participating in any such proceeding. If any such proceedings must be brought in Irvine's name, Irvine shall cooperate with FirstWorld so as to permit such proceedings to be brought in Irvine's name. FirstWorld shall pay all reasonable costs and expenses (including reasonable attorneys' fees) incident to such proceedings. FirstWorld shall be entitled to any refund of any contested amount (and penalties and interest paid by FirstWorld) to the extent such refund is of amounts previously paid by FirstWorld with regard to such contested amount, whether such refund is made during or after the Term of this Agreement. Upon termination of FirstWorld's contest of any amount, FirstWorld shall pay the amount (if any) as has been finally determined in such proceedings to be due, together with any costs, interest, penalties or other liabilities in connection with such Imposition.Mortgagee title insurance over