Common use of Lessee’s Right to Contest Clause in Contracts

Lessee’s Right to Contest. To the extent of the express references made to this Article 15 in other Sections of this Lease, the Lessee, any Sublessee or any Manager on their own or on the Lessor's behalf (or in the Lessor's name), but at their sole cost and expense, may contest, by appropriate legal proceedings conducted in good faith and with due diligence (until the resolution thereof), the amount, validity or application, in whole or in part, of any Imposition, Legal Requirement, the decision of any Governmental Authority related to the operation of the Leased Property for its Primary Intended Use or any Lien or claim relating to the Leased Property not otherwise permitted by this Agreement; provided, that (a) prior written notice of such contest is given to the Lessor, (b) in the case of an unpaid Imposition, Lien or claim, the commencement and continuation of such proceedings shall suspend the collection thereof from the Lessor and/or compliance by any applicable member of the Leasing Group with the contested Legal Requirement or other matter may be legally delayed pending the prosecution of any such proceeding without the occurrence or creation of any Lien, charge or liability of any kind against the Leased Property, (c) neither the Leased Property nor any rent therefrom would be in any immediate danger of being sold, forfeited, attached or lost as a result of such proceeding, (d) in the case of a Legal Requirement, neither the Lessor nor any member of the Leasing Group would be in any immediate danger of civil or criminal liability for failure to comply therewith pending the outcome of such proceedings, (e) in the event that any such contest shall involve a sum of money or potential loss in excess of TEN THOUSAND DOLLARS ($10,000), the Lessee shall deliver to the Lessor an Officer's Certificate and opinion of counsel, if the Lessor deems the delivery of an opinion to be appropriate, certifying or opining, as the case may be, as to the validity of the statements set forth to the effect set forth in clauses (b), (c) and (d), to the extent applicable, (f) the Lessee shall give such cash security as may be demanded in good faith by the Lessor to insure ultimate payment of any fine, penalty, interest or cost and to prevent any sale or forfeiture of the affected portion of the Leased Property by reason of such non-payment or non-compliance, (g) if such contest is finally resolved against the Lessor or any member of the Leasing Group, the Lessee shall promptly pay, as Additional Charges due hereunder, the amount required to be paid, together with all interest and penalties accrued thereon and/or comply (and cause any Sublessee and any Manager to comply) with the applicable Legal Requirement, and (h) no state of facts or circumstance exists which constitutes, or with the passage of time and/or the giving of notice, could constitute a Lease Default; provided, however, the provisions of this Article 15 shall not be construed to permit the Lessee to contest the payment of Rent or any other sums payable by the Lessee to the Lessor under any of the Lease Documents.

Lessee’s Right to Contest. To the extent of the express references made to this Article 15 in other Sections of this Lease, the Lessee, any Sublessee or any Manager on their own or on the Lessor's behalf (or in the Lessor's name), but at their sole cost and expense, may contest, by appropriate legal proceedings conducted in good faith and with due diligence (until the resolution thereof), the amount, validity or application, in whole or in part, of any Imposition, Legal Requirement, the decision of any Governmental Authority related to the operation of the Leased Property for its Primary Intended Use or any Lien or claim relating to the Leased Property not otherwise permitted by this AgreementLease; provided, that (a) prior written notice of such contest is given to the Lessor, (b) in the case of an unpaid Imposition, Lien or claim, the commencement and continuation of such proceedings shall suspend the collection thereof from the Lessor and/or compliance by any applicable member of the Leasing Group with the contested Legal Requirement or other matter may be legally delayed pending the prosecution of any such proceeding without the occurrence or creation of any Lien, charge or liability of any kind against the Leased Property, (c) neither the Leased Property nor any rent therefrom would be in any immediate danger of being sold, forfeited, attached or lost as a result of such proceeding, (d) in the case of a Legal Requirement, neither the Lessor nor any member of the Leasing Group would be in any immediate danger of civil or criminal liability for failure to comply therewith pending the outcome of such proceedings, (e) in the event that any such contest shall involve a sum of money or potential loss in excess of TEN FIFTY THOUSAND DOLLARS ($10,00050,000), the Lessee shall deliver to the Lessor an Officer's Certificate and opinion of counsel, if the Lessor deems the delivery of an opinion to be appropriate, certifying or opining, as the case may be, as to the validity of the statements set forth to the effect set forth in clauses (b), (c) and (d), to the extent applicable, (f) the Lessee shall give such cash security as may be demanded in good faith by the Lessor to insure ultimate payment of any fine, penalty, interest or cost and to prevent any sale or forfeiture of the affected portion of the Leased Property by reason of such non-payment or non-compliance, (g) if such contest is finally resolved against the Lessor or any member of the Leasing Group, the Lessee shall promptly pay, as Additional Charges due hereunder, the amount required to be paid, together with all interest and penalties accrued thereon and/or comply (and cause any Sublessee and any Manager to comply) with the applicable Legal Requirement, and (h) no state of facts or circumstance exists which constitutes, or with the passage of time and/or the giving of notice, could constitute a Lease Default; provided, however, the provisions of this Article 15 shall not be construed to permit the Lessee to contest the payment of Rent or any other sums payable by the Lessee to the Lessor under any of the Lease Documents.

Lessee’s Right to Contest. To the extent of the express references made to this Article 15 in other Sections of this Lease, but, subject to the applicable provisions of any applicable Fee Mortgage Loan Documents, the Lessee, any Sublessee or any Manager on their own or on the Lessor's behalf (or in the Lessor's name), but at their sole cost and expense, may contest, by appropriate legal proceedings conducted in good faith and with due diligence (until the resolution thereof), the amount, validity or application, in whole or in part, of any Imposition, Legal Requirement, the decision of any Governmental Authority related to the operation of the Leased Property for its Primary Intended Use or any Lien or claim relating to the Leased Property not otherwise permitted by this AgreementLease; provided, that (a) prior written notice of such contest is given to the Lessor, (b) in the case of an unpaid Imposition, Lien or claim, the commencement and continuation of such proceedings shall suspend the collection thereof from the Lessor and/or compliance by any applicable member of the Leasing Group with the contested Legal Requirement or other matter may be legally delayed pending the prosecution of any such proceeding without the occurrence or creation of any Lien, charge or liability of any kind against the Leased Property, (c) neither the Leased Property nor any rent therefrom would be in any immediate danger of being sold, forfeited, attached or lost as a result of such proceeding, (d) in the case of a Legal Requirement, neither the Lessor nor any member of the Leasing Group would be in any immediate danger of civil or criminal liability for failure to comply therewith pending the outcome of such proceedings, (e) in the event that any such contest shall involve a sum of money or potential loss in excess of TEN FIFTY THOUSAND DOLLARS ($10,00050,000), the Lessee shall deliver to the Lessor an Officer's Certificate and opinion of counsel, if the Lessor deems the delivery of an opinion to be appropriate, certifying or opining, as the case may be, as to the validity of the statements set forth to the effect set forth in clauses (b), (c) and (d), to the extent applicable, (f) the Lessee shall give such cash security as may be demanded in good faith by the Lessor to insure ultimate payment of any fine, penalty, interest or cost and to prevent any sale or forfeiture of the affected portion of the Leased Property by reason of such non-payment or non-compliance, (g) if such contest is finally resolved against the Lessor or any member of the Leasing Group, the Lessee shall promptly pay, as Additional Charges due hereunder, the amount required to be paid, together with all interest and penalties accrued thereon and/or comply (and cause any Sublessee and any Manager to comply) with the applicable Legal Requirement, and (h) no state of facts or circumstance exists which constitutes, or with the passage of time and/or the giving of notice, could constitute a Lease Default; provided, however, the provisions of this Article 15 shall not be construed to permit the Lessee to contest the payment of Rent or any other sums payable by the Lessee to the Lessor under any of the Lease Documents.

Lessee’s Right to Contest. To the extent of the express references made to this Article 15 in other Sections of this Lease, the Lessee, any Sublessee or any Manager on their own or on the Lessor's behalf (or in the Lessor's name), but at their sole cost and expense, may contest, by appropriate legal proceedings conducted in good faith and with due diligence (until the resolution thereof), the amount, validity or application, in whole or in part, of any Imposition, Legal Requirement, the decision of any Governmental Authority related to the operation of the Leased Property for its Primary Intended Use and/or any of the Other Permitted Uses or any Lien or claim relating to the Leased Property not otherwise permitted by this AgreementLease; provided, that (aA) prior written notice of such contest is given to the Lessor, (bB) in the case of an unpaid Imposition, Lien or claim, the commencement and continuation of such proceedings shall suspend the collection thereof from the Lessor and/or compliance by any applicable member of the Leasing Group with the contested Legal Requirement or other matter may be legally delayed pending the prosecution of any such proceeding without the occurrence or creation of any Lien, charge or liability of any kind against the Leased Property, (cC) neither the Leased Property nor any rent therefrom would be in any immediate danger of being sold, forfeited, attached or lost as a result of such proceeding, (dD) in the case of a Legal Requirement, neither the Lessor nor any member of the Leasing Group would be in any immediate danger of civil or criminal liability for failure to comply therewith pending the outcome of such proceedings, (eE) in the event that any such contest shall involve a sum of money or potential loss in excess of TEN THOUSAND AND NO/100 DOLLARS ($10,00010,000.00), the Lessee shall deliver to the Lessor an Officer's Certificate and opinion of counsel, if the Lessor deems the delivery of an opinion to be appropriate, certifying or opining, as the case may be, as to the validity of the statements set forth to the effect set forth in clauses (b), (c) and (d), to the extent applicable, (fF) the Lessee shall give such cash security (or letter of credit in form and substance acceptable to the Lender) as may be demanded in good faith by the Lessor to insure ultimate payment of any fine, penalty, interest or cost and to prevent any sale or forfeiture of the affected portion of the Leased Property by reason of such non-payment or non-compliance, (gG) if such contest is finally resolved against the Lessor or any member of the Leasing Group, the Lessee shall promptly pay, as Additional Charges due hereunder, the amount required to be paid, together with all interest and penalties accrued thereon and/or comply (and cause any Sublessee and any Manager to comply) with the applicable Legal Requirement, and (hH) no state of facts or circumstance exists which constitutes, or with the passage of time and/or the giving of notice, could constitute a Lease Default; provided, however, the provisions of this Article 15 shall not be construed to permit the Lessee to contest the payment of Rent or any other sums payable by the Lessee to the Lessor under any of the Lease Documents.

Lessee’s Right to Contest. To the extent of the express references made to this Article 15 in other Sections of this Lease, the Lessee, any Sublessee or any Manager on their own or on the Lessor's behalf (or in the Lessor's name), but at their sole cost and expense, may contest, by appropriate legal proceedings conducted in good faith and with due diligence (until the resolution thereof), the amount, validity or application, in whole or in part, of any Imposition, Legal Requirement, the decision of any Governmental Authority related to the operation of the Leased Property for its Primary Intended Use and/or, if applicable, any of the Other Permitted Uses or any Lien or claim relating to the Leased Property not otherwise permitted by this Agreement; provided, that (a) prior written notice of such contest is given to the Lessor, (b) in the case of an unpaid Imposition, Lien or claim, the commencement and continuation of such proceedings shall suspend the collection thereof from the Lessor and/or compliance by any applicable member of the Leasing Group with the contested Legal Requirement or other matter may be legally delayed pending the prosecution of any such proceeding without the occurrence or creation of any Lien, charge or liability of any kind against the Leased Property, (c) neither the Leased Property nor any rent therefrom would be in any immediate danger of being sold, forfeited, attached or lost as a result of such proceeding, (d) in the case of a Legal Requirement, neither the Lessor nor any member of the Leasing Group would be in any immediate danger of civil or criminal liability for failure to comply therewith pending the outcome of such proceedings, (e) in the event that any such contest shall involve a sum of money or potential loss in excess of TEN TWENTY FIVE THOUSAND DOLLARS ($10,00025,000), the Lessee shall deliver to the Lessor an Officer's Certificate and opinion of counsel, if the Lessor deems the delivery of an opinion to be appropriate, certifying or opining, as the case may be, as to the validity of the statements set forth to the effect set forth in clauses (b), (c) and (d), to the extent applicable, (f) the Lessee shall give such cash security as may be demanded in good faith by the Lessor to insure ultimate payment of any fine, penalty, interest or cost and to prevent any sale or forfeiture of the affected portion of the Leased Property by reason of such non-payment or non-compliance, (g) if such contest is finally resolved against the Lessor or any member of the Leasing Group, the Lessee shall promptly pay, as Additional Charges due hereunder, the amount required to be paid, together with all interest and penalties accrued thereon and/or comply (and cause any Sublessee and any Manager to comply) with the applicable Legal Requirement, and (h) no state of facts or circumstance exists which constitutes, or with the passage of time and/or the giving of notice, could constitute a Lease Default; provided, however, but without limiting any other right Lessee may have under the Lease Documents to contest the payment of Rent, the provisions of this Article 15 shall not be construed to permit the Lessee to contest the payment of Rent or any other sums payable by the Lessee to the Lessor under any of the Lease Documents. If such contest is finally resolved in favor of Lessee, Lessee shall be entitled to any refund resulting therefrom.

Lessee’s Right to Contest. To the extent of the express references made to this Article 15 IS in other Sections of this Lease, the Lessee, any Sublessee or any Manager on their own or on the Lessor's behalf (or in the Lessor's name), but at their sole cost and expense, may contest, by appropriate legal proceedings conducted in good faith and with due diligence (until the resolution thereof), the amount, validity or application, in whole or in part, of any Imposition, Legal Requirement, the decision of any Governmental Authority related to the operation of the Leased Property for its Primary Intended Use and/or, if applicable, any of the Other Permitted Uses or any Lien or claim relating to the Leased Property not otherwise permitted by this Agreement; provided, that (a) prior written notice of such contest is given to the Lessor, (b) in the case of an unpaid Imposition, Lien or claim, the commencement and continuation of such proceedings shall suspend the collection thereof from the Lessor and/or compliance by any applicable member of the Leasing Group with the contested Legal Requirement or other matter may be legally delayed pending the prosecution of any such proceeding without the occurrence or creation of any Lien, charge or liability of any kind against the Leased Property, (c) neither the Leased Property nor any rent therefrom would be in any immediate danger of being sold, forfeited, attached or lost as a result of such proceeding, (d) in the case of a Legal Requirement, neither the Lessor nor any member of the Leasing Group would be in any immediate danger of civil or criminal liability for failure to comply therewith pending the outcome of such proceedings, (e) in the event that any such contest shall involve a sum of money or potential loss in excess of TEN TWENTY FIVE THOUSAND DOLLARS ($10,00025,000), the Lessee shall deliver to the Lessor an Officer's Certificate and opinion of counsel, if the Lessor deems the delivery of an opinion to be appropriate, certifying or opining, as the case may be, as to the validity of the statements set forth to the effect set forth in clauses (b), (c) and (d), to the extent applicable, (f) the Lessee shall give such cash security as may be demanded in good faith by the Lessor to insure ultimate payment of any fine, penalty, interest or cost and to prevent any sale or forfeiture of the affected portion of the Leased Property by reason of such non-payment or non-compliance, (g) if such contest is finally resolved against the Lessor or any member of the Leasing Group, the Lessee shall promptly pay, as Additional Charges due hereunder, the amount required to be paid, together with all interest and penalties accrued thereon and/or comply (and cause any Sublessee and any Manager to comply) with the applicable Legal Requirement, and (h) no state of facts or circumstance exists which constitutes, or with the passage of time and/or the giving of notice, could constitute a Lease Default; provided, however, the provisions of this Article 15 shall not be construed to permit the Lessee to contest the payment of Rent or any other sums payable by the Lessee to the Lessor under any of the Lease Documents.84

Lessee’s Right to Contest. To A. Notwithstanding anything in this Lease or elsewhere to the extent contrary, upon receipt from Lessor of a written notice of an Event of Default on the express references made part of Lessee pursuant to subsection 17.1 hereof (specifically excluding any Material Events of Default), if within thirty (30) days after receipt of such notice, Lessee shall, in good faith, elect to proceed under the arbitration procedures set forth in this Article 15 in other Sections Section 17.8 of this Lease, Lessor may not exercise the remedies of termination of this Lease or termination of any of Lessee’s rights of possession or other rights hereunder, any Sublessee or any Manager on their own or on the Lessor's behalf (exercise other remedies provided at law or in equity, with respect to such alleged default(s) unless and until such arbitration procedures are completed in accordance with this Section 17.8 hereof and a Final Determination (as hereinafter defined) adverse to Lessee shall be rendered by the Lessor's nameArbitrator (as hereinafter defined) and Lessee shall further fail to cure such defaults(s) within fifteen (15) business days from the date of such Final Determination (or, if such default(s) cannot reasonably be cured within such fifteen (15) business days, within such longer period of time as may be reasonably necessary to cure the same so long as Lessee shall proceed actively to correct the same). B. Any dispute for which arbitration is elected hereunder shall be settled by arbitration in Chicago, but at their sole cost and expense, may contest, by appropriate legal proceedings conducted Illinois in good faith and accordance with due diligence (until the resolution thereof), the amount, validity or application, commercial arbitration rules then in whole or in part, of any Imposition, Legal Requirement, the decision of any Governmental Authority related to the operation effect of the Leased Property American Arbitration Association (the “AAA Rules”). Notwithstanding the foregoing: (i) Lessor and Lessee each shall be allowed to conduct discovery through written requests for its Primary Intended Use or any Lien or claim relating to information, document requests, requests for stipulations of fact, and depositions; (ii) the Leased Property not otherwise permitted by this Agreement; provided, that (a) prior written notice nature and extent of such contest is given discovery shall be determined by the arbitrator, taking into account the needs of Lessor and Lessee and the desirability of making discovery expeditious and cost-effective; (iii) the arbitrator may issue orders to protect the Lessor, confidentiality of information to be disclosed in discovery; and (biv) in the case of an unpaid Imposition, Lien or claim, the commencement and continuation of such proceedings shall suspend the collection thereof from the Lessor and/or compliance by any applicable member of the Leasing Group with the contested Legal Requirement or other matter arbitrator’s discovery rulings may be legally delayed pending the prosecution of any such proceeding without the occurrence or creation of any Lien, charge or liability of any kind against the Leased Property, (c) neither the Leased Property nor any rent therefrom would be enforced in any immediate danger court of being sold, forfeited, attached or lost as a result of such proceeding, (d) in the case of a Legal Requirement, neither the Lessor nor any member of the Leasing Group would be in any immediate danger of civil or criminal liability for failure to comply therewith pending the outcome of such proceedings, (e) in competent jurisdiction. C. In the event that any such contest shall involve Lessor or Lessee asserts that there exists a sum of money dispute subject to arbitration pursuant to this Section 17.8, Lessor or potential loss in excess of TEN THOUSAND DOLLARS ($10,000), the Lessee shall deliver to the Lessor an Officer's Certificate and opinion of counsel, if the Lessor deems the delivery of an opinion to be appropriate, certifying or opiningLessee, as the case may be, shall deliver a written notice to the other specifying the nature of the asserted dispute and requesting a meeting to attempt to resolve the same. If no such resolution is reached within thirty (30) days after such delivery of such notice, the party delivering such notice of dispute (the “Disputing Person”) may, after such 30-day period, commence arbitration hereunder by delivering to the other a notice of arbitration (a “Notice of Arbitration”). Such Notice of Arbitration shall specify the matters as to which arbitration is sought, the validity nature of any dispute, the claims asserted and shall specify the amount and nature of any damages, if any, sought to be recovered as a result of any alleged claim, and any other matters required by the AAA Rules, if any. D. The arbitration shall be conducted in the State in accordance with the AAA Rules as in effect from time to time, except as modified by the agreement of the statements set forth parties. The arbitration shall be conducted by a single, neutral arbitrator who is a licensed member of the bar of the State (the “Arbitrator”). The Arbitrator shall apply Illinois law to any claim submitted to arbitration and shall deliver a reasoned opinion of the basis for any determination. The Arbitrator shall conduct the arbitration so that a final result, determination, finding, judgment and/or award (the “Final Determination”) is made or rendered as soon as practicable, but in no event later than ninety (90) days after the delivery of the Notice of Arbitration nor later than ten (10) days following completion of the arbitration. The Final Determination shall be final and binding on all parties and there shall be no appeal from or reexamination of the Final Determination, except for fraud, perjury, evident partiality, disregard of the law, or misconduct by the Arbitrator prejudicing the rights of Lessor or Lessee and to correct manifest clerical errors. In ruling on any claim, the Arbitrator shall have the authority to award only such remedies or forms of relief as are provided for under the substantive law governing such claim. The Arbitrator shall not have the authority to alter the terms of this Lease. E. The fees and expenses of the arbitration and the Arbitrator incurred in connection with the arbitration shall be the obligation of the non-prevailing party or, in the event that neither party effectively prevails, said fees and expenses shall be borne equally by Lessor and Lessee. F. Either Lessor or Lessee may enforce any Final Determination in any state or federal court of competent jurisdiction located in the State in which the Premises are located. For the purpose of any action or proceeding instituted with respect to any Final Determination, Lessor and Lessee each hereby irrevocably submits to the effect set forth in clauses (b)jurisdiction of such courts, (c) irrevocably consents to the service of process by registered mail or personal service and (d)hereby irrevocably waives, to the fullest extent applicablepermitted by law, (f) any objection which it may have or hereafter have as to personal jurisdiction, the Lessee shall give such cash security as may be demanded in good faith by laying of the Lessor to insure ultimate payment venue of any fine, penalty, interest such action or cost and to prevent proceeding brought in any sale or forfeiture of the affected portion of the Leased Property by reason of such non-payment or non-compliance, (g) if such contest is finally resolved against the Lessor or any member of the Leasing Group, the Lessee shall promptly pay, as Additional Charges due hereunder, the amount required to be paid, together with all interest and penalties accrued thereon and/or comply (and cause any Sublessee court and any Manager to comply) with the applicable Legal Requirement, and (h) no state of facts claim that any such action or circumstance exists which constitutes, or with the passage of time and/or the giving of notice, could constitute a Lease Default; provided, however, the provisions of this Article 15 shall not be construed to permit the Lessee to contest the payment of Rent or proceeding brought in any other sums payable by the Lessee to the Lessor under any of the Lease Documentscourt has been brought in an inconvenient forum.

Lessee’s Right to Contest. To the extent of the express references made to this Article 15 in other Sections of this Lease, the Lessee, any Sublessee or any Manager on their own or on the Lessor's behalf (or in the Lessor's name), but at their sole cost and expense, may contest, by appropriate legal proceedings conducted in good faith and with due diligence (until the resolution thereof), the amount, validity or application, in whole or in part, of any Imposition, Legal Requirement, the decision of any Governmental Authority related to the operation of the Leased Property for its Primary Intended Use or any Lien or claim relating to the Leased Property not otherwise permitted by this Agreement; provided, that (a) prior written notice of such contest is given to the Lessor, (b) in the case of an unpaid Imposition, Lien or claim, the commencement and continuation of such proceedings shall suspend the collection thereof from the Lessor and/or compliance by any applicable member of the Leasing Group with the contested Legal Requirement or other matter may be legally delayed pending the prosecution of any such proceeding without the occurrence or creation of any Lien, charge or liability of any kind against the Leased Property, (c) neither the Leased Property nor any rent therefrom would be in any immediate danger of being sold, forfeited, attached or lost as a result of such proceeding, (d) in the case of a Legal Requirement, neither the Lessor nor any member of the Leasing Group would be in any immediate danger of civil or criminal liability for failure to comply therewith pending the outcome of such proceedings, (e) in the event that any such contest shall involve a sum of money or potential loss in excess of TEN THOUSAND DOLLARS ($10,000), the Lessee shall deliver to the Lessor an Officer's Certificate and opinion of counsel, if the Lessor deems the delivery of an opinion to be appropriate, certifying or opining, as the case may be, as to the validity of the statements set forth to the effect set forth in clauses (b), (c) and (d), to the extent applicable, (f) the Lessee shall give such cash security (or letter of credit) as may be demanded in good faith by the Lessor to insure ultimate payment of any fine, penalty, interest or cost and to prevent any sale or forfeiture of the affected portion of the Leased Property by reason of such non-payment or non-compliance, (g) if such contest is finally resolved against the Lessor or any member of the Leasing Group, the Lessee shall promptly pay, as Additional Charges due hereunder, the amount required to be paid, together with all interest and penalties accrued thereon and/or comply (and cause any Sublessee and any Manager to comply) with the applicable Legal Requirement, and (h) no state of facts or circumstance exists which constitutes, or with the passage of time and/or the giving of notice, could constitute a Lease Default; provided, however, the provisions of this Article 15 shall not be construed to permit the Lessee to contest the payment of Rent or any other sums payable by the Lessee to the Lessor under any of the Lease Documents.

Lessee’s Right to Contest. To the extent of the express references made to this Article 15 in All other Sections provisions of this LeaseLease ------------------------------------- to the contrary notwithstanding, the LesseeLessee shall not be required to pay, discharge or remove any Sublessee or any Manager on their own or on the Lessor's behalf (or in the Lessor's name), but at their sole cost and expense, may contest, by appropriate legal proceedings conducted Imposition so long as Lessee shall in good faith and with due diligence (until contest the resolution thereof), same or the amount, validity or application, in whole or in part, thereof by appropriate legal proceedings which shall have the effect of any Imposition, Legal Requirement, preventing the decision of any Governmental Authority related to the operation collection of the Leased Imposition so contested and the sale or forfeiture of said Property for its Primary Intended Use or any Lien part thereof or claim relating any interest therein to satisfy the Leased Property not otherwise permitted by this Agreement; providedsame, that (a) prior written notice of and, provided that, pending any such contest is given to the Lessorlegal proceedings, (b) in the case of an unpaid Imposition, Lien or claim, the commencement and continuation of such proceedings Lessee shall suspend the collection thereof from deposit with the Lessor and/or compliance by any applicable member cash in an amount equal to not less than one hundred percent (100%) of the Leasing Group with amount of the contested Legal Requirement Impositions and all interest and penalties thereon so contested, or other matter may be legally delayed pending Lessee shall deposit the bond described below. Pending the diligent prosecution of any such proceeding without legal proceedings, and provided Lessee has maintained the occurrence deposit or creation of any Lienbond above provided for, charge Lessor shall not have the right to pay, remove or liability of any kind against discharge the Leased Property, (c) neither Imposition so contested. At the Leased Property nor any rent therefrom would be in any immediate danger of being sold, forfeited, attached or lost as a result conclusion of such proceedingcontest, (d) upon written request of Lessee, accompanied by the xxxx for the Imposition then due, Lessor shall use the cash deposited with Lessor pursuant to this Section 4.5, less the amount of ----------- any loss, cost, damage and reasonable expense that Lessor may sustain in connection with the case of a Legal RequirementImposition so contested, neither to pay such Imposition; or if the Lessor nor any member of the Leasing Group would be in any immediate danger of civil or criminal liability for failure to comply therewith pending the outcome of such proceedings, (e) in the event that Property shall have been released and discharged from any such contest shall involve a sum of money or potential loss in excess of TEN THOUSAND DOLLARS ($10,000), the Lessee shall deliver to the Lessor an Officer's Certificate and opinion of counsel, if the Lessor deems the delivery of an opinion to be appropriate, certifying or opining, as the case may be, as to the validity of the statements set forth to the effect set forth in clauses (b), (c) and (d), to the extent applicable, (f) the Lessee shall give such cash security as may be demanded in good faith by the Lessor to insure ultimate payment of any fine, penalty, interest or cost and to prevent any sale or forfeiture of the affected portion of the Leased Property by reason of such non-payment or non-compliance, (g) if such contest is finally resolved against the Lessor or any member of the Leasing Group, the Lessee shall promptly pay, as Additional Charges due hereunder, the amount required to be paid, together with all interest and penalties accrued thereon and/or comply (and cause any Sublessee and any Manager to comply) with the applicable Legal RequirementImposition, and (h) no state of facts or circumstance exists which constitutes, or with the passage of time and/or the giving of notice, could constitute a Lease Default; provided, however, if Lessee is not in Default under the provisions of this Lease, Lessor shall return the cash so deposited to Lessee. Notwithstanding anything in this Section ------- 4.5 to the contrary, if Lessee fails to prosecute such contest with due --- diligence, or fails to maintain said deposit or bond as above provided, or if Lessee is otherwise in Default under the provisions of this Lease, or if, at the conclusion of such contest, Lessee fails to request Lessor to pay the Imposition, then Lessor may use the cash so deposited to pay any item for which Lessor would be entitled to make advances under Section 4.4 and Article 15 25 ----------- ---------- hereof. The amount of any money deposited or the face amount of any bond posted (provided such bond shall have been approved by Lessor, which approval shall not be construed unreasonably withheld) by Lessee with any municipality or other governmental body to permit the Lessee to contest secure the payment of Rent or any other sums payable by Imposition in connection with any contest thereof, shall be credited against the Lessee to the Lessor under any amount of the Lease Documents.deposit required to be made by Lessee with Lessor pursuant to this Section 4.5. -----------

Lessee’s Right to Contest. To the extent of the express references made to this Article 15 in other Sections of this Lease, the Lessee, any Sublessee or any Manager on their own or on the Lessor's behalf (or in the Lessor's name), but at their sole cost and expense, may contest, by appropriate legal proceedings conducted in good faith and with due diligence (until the resolution thereof), the amount, validity or application, in whole or in part, of any Imposition, Legal Requirement, the decision of any Governmental Authority related to the operation of the Leased Property for its Primary Intended Use and/or any of the Other Permitted Uses or any Lien or claim relating to the Leased Property not otherwise permitted by this AgreementLease; provided, . that (a) prior written notice of such contest is given to the Lessor, (b) in the case of an unpaid Imposition, Lien or claim, the commencement and continuation of such proceedings shall suspend the collection thereof from the Lessor and/or compliance by any applicable member of the Leasing Group with the contested Legal Requirement or other matter may be legally delayed pending the prosecution of any such proceeding without the occurrence or creation of any Lien, charge or liability of any kind against the Leased Property, (c) neither the Leased Property nor any rent therefrom would be in any immediate danger of being sold, forfeited, attached or lost as a result of such proceeding, (d) in the case of a Legal Requirement, neither the Lessor nor any member of the Leasing Group would be in any immediate danger of civil or criminal liability for failure to comply therewith pending the outcome of such proceedings, (e) in the event that any such contest shall involve a sum of money or potential loss in excess of TEN THOUSAND and NO/100 DOLLARS ($10,00010,000.00), the Lessee shall deliver to the Lessor an Officer's Certificate and opinion of counsel, if the Lessor deems the delivery of an opinion to be appropriate, certifying or opining, as the case may be, as to the validity of the statements set forth to the effect set forth in clauses (b), (c) and (d), to the extent applicable, (f) the Lessee shall give such cash security (or letter of credit in form and substance acceptable to the Lender) as may be demanded in good faith by the Lessor to insure ultimate payment of any fine, penalty, interest or cost and to prevent any sale or forfeiture of the affected portion of the Leased Property by reason of such non-payment or non-compliance, (g) if such contest is finally resolved against the Lessor or any member of the Leasing Group, the Lessee shall promptly pay, as Additional Charges due hereunder, the amount required to be paid, together with all interest and penalties accrued thereon and/or comply (and cause any Sublessee and any Manager to comply) with the applicable Legal Requirement, and (h) no state of facts or circumstance exists which constitutes, or with the passage of time and/or the giving of notice, could constitute a Lease Default; provided, . however, . the provisions of this Article 15 shall not be construed to permit the Lessee to contest the payment of Rent or any other sums payable by the Lessee to the Lessor under any of the Lease Documents.

Lessee’s Right to Contest. To Notwithstanding anything to the extent of the express references made to this Article 15 contrary provided in other Sections of this Lease, Lessee shall have the Lessee, any Sublessee right to protest or any Manager on their own or on the Lessor's behalf (or in the Lessor's name), but at their sole cost and expense, may contest, by appropriate legal proceedings conducted contest in good faith and with due diligence (until the resolution thereof), i) the amount, validity or application, in whole or in part, applicability of any Imposition, Legal Requirement(ii) any charge for the services described in SECTION 4.2 hereof, (iii) the decision validity or applicability of any Governmental Authority related to Applicable Law or (iv) the operation validity or applicability of the Leased Property for its Primary Intended Use or any Lien or claim relating to the Leased Property not otherwise permitted by this AgreementLien; provided, provided that and so long as (a) the same is done by Lessee upon prior written notice of to Lessor and Agent, in good faith, by proper proceedings and in accordance with Applicable Laws, at Lessee's sole cost and expense and with due diligence and continuity so as to resolve such protest or contest is given to as promptly as reasonably possible under the Lessorcircumstances, (b) the Freezer Land is not in and will not be in material danger of being forfeited or lost by reason of such protest or contest, (c) in the case of an unpaid Imposition, Lien or claim, the commencement and continuation of such proceedings shall suspend the collection thereof from the Lessor and/or compliance by any applicable member of the Leasing Group with the contested Legal Requirement or other matter may be legally delayed pending the prosecution of any such proceeding without the occurrence or creation of any Lien, charge such Lien shall be bonded or liability of any kind against otherwise removed from record within the Leased Property, (c) neither the Leased Property nor any rent therefrom would be time period set forth in any immediate danger of being sold, forfeited, attached or lost as a result of such proceedingSECTION 16.1 hereof, (d) in if the case amount of a Legal Requirementsuch Imposition (together with any potential interest or penalties), neither Lien or charge or the Lessor nor any member cost of complying with such Applicable Law exceeds 5% of the Leasing Group would be in any immediate danger fair market value of civil or criminal liability for failure to comply therewith pending the outcome of such proceedingsFreezer Land, (e) in the event that any such contest shall involve a sum of money or potential loss in excess of TEN THOUSAND DOLLARS ($10,000), the Lessee shall deliver deposit with Lessor, or otherwise provide Lessor with, security in an amount and in form and substance reasonably satisfactory to Lessor and Agent for application to the Lessor an Officer's Certificate and opinion amount of counselany unpaid Imposition or other charge or the cost of curing any violation of Applicable Laws being contested, if the Lessor deems the delivery of an opinion to be appropriate, certifying or opiningdischarging or satisfying any Lien, as the case may be, as and to secure Lessor against any loss or damage arising out of such protest or contest or the deferral of Lessee's performance or compliance, (e) in any event, each such protest or contest shall be concluded and any and all actions necessary to comply with Applicable Laws or to discharge any Lien shall be taken and any contested amounts (together with any penalties, interest and costs in connection therewith) shall be paid prior to the validity of date the statements set forth Freezer Property or any part thereof is listed for an in rem action with respect to the effect set forth in clauses (b)noncompliance with any Applicable Law, (c) and (d)the foreclosure of any Lien or the nonpayment of such Imposition or other charge, to as the extent applicablecase may be, or any writ or order is issued under which the Freezer Property or any part thereof may be sold, forfeited or lost by reason of such noncompliance, foreclosure or nonpayment, (f) such protest or contest shall not subject Lessor to prosecution for a criminal offense or a claim for civil liability and (g) no Event of Default hereunder shall have occurred and be continuing. Pending the determination of any such protest or contest in accordance with the immediately preceding sentence, Lessee shall give not be obligated to comply with any legal requirement being so contested or to pay the Imposition or other charge which is being protested or contested if such cash security as may be demanded in good faith by the Lessor to insure ultimate payment of any fine, penalty, interest noncompliance or cost and to prevent any sale or forfeiture of the affected portion of the Leased Property by reason of such non-payment or non-complianceis permitted under Applicable Laws and does not result in a material risk of the discontinuance of any service that is necessary for the proper maintenance and operation of the Freezer Property, (g) if such contest is finally resolved against as the case may be. Upon written request by Lessor or any member of the Leasing GroupAgent, the Lessee shall promptly payprovide Lessor and Agent with copies of any applications, as Additional Charges due hereunderpetitions or other pleadings filed in connection with any protest or contest pursuant to this SECTION. If required by Applicable Laws, Lessee may conduct any protest or contest permitted by this SECTION indirectly by causing Lessor to do so, provided the amount required same is at the sole cost and expense of Lessee and that Lessor is notified of Lessee's desire so to be paid, together with all interest and penalties accrued thereon and/or comply commence such protest or contest at least fifteen (and cause any Sublessee and any Manager to comply15) with the applicable Legal Requirement, and (h) no state of facts or circumstance exists which constitutes, or with the passage of time and/or the giving of notice, could constitute a Lease Default; provided, however, the provisions of this Article 15 shall not be construed to permit the Lessee to contest the payment of Rent or any other sums payable by the Lessee Business Days prior to the Lessor under any of the Lease Documents.date upon which Lessee intends to initiate such protest or contest. So

Lessee’s Right to Contest. To the extent of the express references made to this Article 15 in other Sections of this Lease, the Lessee, any Sublessee or any Manager on their own or on the Lessor's behalf (or in the Lessor's name), but at their sole cost and expense, may contest, by appropriate legal proceedings conducted in good faith and with due diligence (until the resolution thereof), the amount, validity or application, in whole or in part, of any Imposition, Legal Requirement, the decision of any Governmental Authority related to the operation of the Leased Property for its Primary Intended Use and, to the extent applicable, any of the Other Permitted Uses or any a y Lien or claim relating to the Leased Property not otherwise permitted by this Agreement; provided, that (a) prior written notice of such contest is given to the Lessor, (b) in the case of an unpaid Imposition, Lien or claim, the commencement and continuation of such proceedings proceeding shall suspend the collection thereof from the Lessor and/or and compliance by Lessee, any applicable member of the Leasing Group Sublessee and/or any Manager with the contested Legal Requirement or other matter may be legally delayed pending the prosecution of any such proceeding without the occurrence or creation of any y Lien, charge or liability of any kind against the Leased Property, (c) neither the Leased Property nor any rent Rent therefrom nor any part thereof or interest therein would be in any immediate danger of being sold, forfeited, attached or lost as a result of such proceedinglost, (d) in the case of a Legal RequirementRequirement or decision of Governmental Authority, neither the Lessor nor any member of the Leasing Group would not be in any immediate danger of civil or criminal liability for failure to comply therewith pending the outcome of such proceedings, (e) in the event eve t that any such contest shall involve a sum of money or potential loss in excess of TEN THOUSAND and NO/100 DOLLARS ($10,00010,000.00), the Lessee shall deliver to the Lessor an Officer's Certificate and opinion of counsel, if the Lessor deems the delivery of an opinion to be appropriate, certifying or opining, as the case may be, as to the validity of the statements set forth to the effect set forth in clauses (b)) , (c) and (d), to the extent applicable, (f) the Lessee shall give such cash security as may be demanded in good faith by the Lessor to insure ultimate payment of any fine, penalty, interest or cost and to prevent any sale or forfeiture of the affected portion of the Leased Property by reason of such non-non payment or non-compliance, (g) if such contest is finally resolved against the Lessor or Lessor, Lessee, any member of the Leasing GroupSublessee and/or any Manager, the Lessee shall promptly pay, as Additional Charges due hereunder, the a amount required to be paid, together with all interest and penalties accrued thereon and/or comply comp y (and cause any Sublessee and any Manager to comply) with the applicable Legal RequirementRequirement or decision, and (h) no state of facts fact or circumstance condition exists which constitutes, or with the passage of time and/or the giving of notice, could constitute a Lease Default; provided, however, the provisions of this Article 15 shall not be construed to permit the Lessee to contest the payment of Rent or any y other sums payable by the Lessee to the Lessor under any of the Lease Documents.