Right to Contest. Notwithstanding any other provision of this Agreement, Borrowers shall not be deemed to be in Default solely by reason of any Borrower’s failure to comply with any Legal Requirement, so long as Borrowers have notified Administrative Agent of such failure pursuant to [Section 7.1.11(A)] and, in Administrative Agent’s judgment, each of the following conditions is satisfied:

Right to Contest. Notwithstanding any other provision of this Section, Borrowers shall not be deemed to be in default solely by reason of Borrowers’ failure to pay any Imposition so long as, in Lender’s judgment, each of the following conditions is satisfied:

Right to Contest Taxes; Treatment of Certain Refunds. If the Borrowers determine in good faith that a reasonable basis exists for contesting any Taxes for which indemnification has been demanded or additional amounts have been payable hereunder, the relevant Lender or the Administrative Agent, as applicable, shall cooperate with the Borrowers in a reasonable challenge of such Taxes if so requested by the Borrowers; provided that # such Lender or the Administrative Agent determines in its reasonable discretion that it would not be prejudiced by cooperating in such challenge, # the Borrowers pay all related expenses of the Administrative Agent or such Lender, # the Borrowers indemnify such Lender or the Administrative Agent for any liabilities or other costs incurred by such party in connection with such challenge, and # the Borrowers indemnify the Administrative Agent or such Lender, as applicable, for any indemnified Taxes or Other Taxes before any such contest. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this [Section 2.20] (including by the payment of additional amounts pursuant to this [Section 2.20]), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this [Section 2.20] with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph # (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (g), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph # the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

Right to Contest. So long as no Event of Default has occurred and is continuing, any Borrower may, at its sole expense, contest, pay under protest, or delay the payment of any Assessment by applicable proceeding, provided that # such Borrower gives Lender prior written notice of its intent to contest an Assessment; # such Borrower demonstrates to Lender’s reasonable satisfaction that # such Borrower’s Property will not be sold to satisfy the Assessment prior to the final determination of the Proceeding; # such Borrower has taken any action that is required or permitted if necessary to accomplish a stay of any such sale; and # if such Borrower has not paid the sum being contested and is not otherwise making monthly Deposits to Lender under Section 2.10, then such Borrower has either, at Lender’s option, # furnished a bond or surety (reasonably satisfactory to Lender in form and amount) sufficient to prevent a sale of the applicable Property; or # deposited with Lender one hundred twenty-five percent (125%) of the full amount necessary to pay any unpaid portion of the Assessments.

Right to Contest. Notwithstanding any other provision of this Section 7.1.3 to the contrary, Borrowers shall not be deemed to be in Default solely by reason of Borrowers’ failure to pay any Property Impositions so long as, in Administrative Agent’s judgment, each of the following conditions is satisfied: # Borrowers are engaged in, and diligently pursuing in good faith, administrative or judicial proceedings appropriate to contest the validity or amount of such Property Impositions; # Borrowers’ payment of such Property Impositions would necessarily and materially prejudice Borrowers’ prospects for success in such proceedings; # nonpayment of such Property Impositions will not result in # the loss, forfeiture or encumbrance of the Property (or any portion thereof) or any interest of Borrowers, Administrative Agent or Lender therein or # any fines or other punitive actions; and # unless Borrowers have already paid the Property Impositions prior to the contest, Borrowers deposit with Administrative Agent, as security for any payment that may ultimately be required, an amount equal to the amount of the disputed Property Impositions plus the interest, penalties and other costs that Administrative Agent estimates are reasonably likely to become payable if Borrowers’ contest is unsuccessful. For the avoidance of doubt, the funds required to be deposited with Administrative Agent under [clause (iv) above] shall be in addition to all Property Impositions (and all interest, penalties and other costs) that are not being contested, and will be released to Borrowers for payment of the Property Impositions following conclusion of the contest if no Event of Default exists.

Contest. Borrower shall not be in default hereunder for failure to pay any tax, assessment, charge or claim referred to in [Section 3.7 or 3.8]8] above # to the extent such failure would not reasonably be expected to have a material adverse effect on the ability of Borrower to perform its obligations under the Loan Documents or on the business of the Loan Parties (taken as a whole) or # to the extent Borrower is contesting the payment of such tax, assessment, charge or claim in good faith by appropriate proceedings or has set aside on its books adequate reserves with respect thereto in accordance with GAAP.

Right to Contest. Tenant agrees that, as between Tenant and Landlord, Landlord has the sole and absolute right to contest taxes levied against the Premises and the Project (other than taxes levied directly against Tenant's personal property within the Premises). Accordingly, Tenant, to the maximum extent permitted by law, irrevocably waives any and all rights that Tenant may have to receive from Landlord a copy of notices received by Landlord regarding the appraisal or reappraisal, for tax purposes, of all or any portion of the Premises or the Project. Additionally, Tenant, to the maximum extent permitted by law, hereby assigns to Landlord any and all rights of Tenant to protest or appeal any governmental appraisal or reappraisal of the value of all or any portion of the Premises or the Project. To the maximum extent permitted by law, Tenant agrees that it will not protest or appeal any such appraisal or reappraisal before a governmental taxing authority without the express written authorization of Landlord. TENANT HEREBY WAIVES ALL RIGHTS TO PROTEST THE APPRAISED VALUE OF THE PROJECT OR TO APPEAL THE SAME AND ALL RIGHTS TO RECEIVE NOTICES OF REAPPRAISALS AS SET FORTH IN SECTIONS 41.413 AND 42.015 OF THE TEXAS TAX CODE.

Waiver of Right to Contest Indebtedness. Each Party agrees that it shall not, and it hereby waives any right to, take any action to contest or challenge (or assist or support any other Person in contesting or challenging), directly or indirectly, whether or not in any proceeding (including in any Insolvency Proceeding), the validity, priority, enforceability, or perfection of the Liens of the Existing Secured Parties or Senior Collateral Agent in any Collateral, the validity, priority, enforceability or allowance of any of the claims of the Existing Secured Parties or Senior Collateral Agent against the Obligor or the validity or enforceability of this Agreement or any of the provisions hereof. Each Existing Secured Party agrees that it will not take any action that would interfere with any Exercise of Secured Creditor Remedies undertaken by Senior Collateral Agent, including any public or private sale, lease, exchange, transfer, or other disposition of any Collateral, whether by foreclosure or otherwise. Each Existing Secured Party hereby waives any and all rights it may have as lien creditor or otherwise to contest, protest, object to or interfere with the manner in which Senior Collateral Agent seeks to enforce the Liens in any Collateral (it being understood and agreed that the terms of this Agreement shall govern with respect to the Collateral even if any portion of the Liens securing the obligations owed to any such Party or Person are avoided, disallowed, set aside, or otherwise invalidated in any Insolvency Proceeding, judicial proceeding or otherwise).

Contest Recharacterization. The Borrower shall in good faith contest any attempt to recharacterize the treatment of the Loans as property of the bankruptcy estate of the Seller.

Contest Recharacterization. The Borrower shall in good faith contest any attempt to recharacterize the treatment of the Loans as property of the bankruptcy estate of the Seller.