Common use of Permitted Contests in Respect of Applicable Laws Clause in Contracts

Permitted Contests in Respect of Applicable Laws. Notwithstanding anything contained herein or in any Operative Document to the contrary (but subject to the last sentence of this paragraph), if, to the extent and for so long as (x) a test, challenge, contest, appeal or proceeding for review of (a) any Applicable Laws relating to the Leased Property or any part thereof or the obligation to comply therewith or (b) any Supplemental Rent payable to any Person other than Lessor, Administrative Agent or any Lender, shall be prosecuted diligently and in good faith in appropriate proceedings by the Lessee or (y) compliance with such Applicable Laws shall have been excused or exempted by a valid nonconforming use, variance, permit, waiver, extension or forbearance, during the Term, Lessee shall not be required to comply with such Applicable Laws or to make such payment but only if and so long as any such test, challenge, contest, appeal, proceeding, waiver, extension, forbearance or noncompliance shall not, in the reasonable opinion of Lessor and the Administrative Agent, or, in the case of (A) (B)(2) or (B)(5) below, in the reasonable opinion of any affected Participant, involve (A) any risk of criminal liability being imposed on Lessor, Administrative Agent or any Participant or (B) any material risk of (1) the foreclosure, forfeiture or loss of the Leased Property, or any material part thereof, (2) the nonpayment, reduction or abatement of Rent to Lessor, Administrative Agent or any Lender, (3) the interruption or cancellation of any insurance coverage required to be maintained by the Lessee pursuant to Article XIII, (4) any sale of, or the creation of any Lien (other than a Permitted Lien) on, any material part of the Leased Property (provided, however, nothing herein shall be deemed to reduce or diminish Lessee’s obligations under Section 11.1), (5) civil liability being imposed on Lessor, the Administrative Agent or any Participant for which the Lessee is not obligated, or has not otherwise agreed, to fully indemnify such parties under the Operative Documents, or (6) enjoinment of, or interference with, the use, possession or disposition of the Leased Property in any material respect. Subject to Article XIII of the Participation Agreement, Lessee shall also have a right to contest and appeal any Taxes or Impositions. Lessor will not be required to join in any proceedings pursuant to this Section 12.1 unless a provision of any Applicable Laws requires that such proceedings be brought by or in the name of Lessor; and in that event Lessor will join in the proceedings or permit them or any part thereof to be brought in its name if and so long as (i) the Lessee has not elected the Sale Option and (ii) the Lessee agrees in writing to pay, and pays, all related out-of-pocket expenses and agrees in writing to indemnify Lessor, the Administrative Agent and the Participants, in form and substance reasonably satisfactory to each of the respective Indemnitees, in respect of any claim relating thereto (it being agreed that exceptions and/or limitations to any such indemnity of the type set forth in Article XIII of the Participation Agreement shall be deemed to be satisfactory to each of the respective Indemnitees).

Permitted Contests in Respect of Applicable Laws. Notwithstanding anything contained herein or in any Operative Document to the contrary (but subject to the last sentence of this paragraph)contrary, if, to the extent and for so long as (x) a test, challenge, contest, appeal or proceeding for review of (a) any Applicable Laws relating to the Leased Property or any part thereof or the obligation to comply therewith or (b) any Supplemental Rent payable to any Person other than Lessor, Administrative Agent or any Lender, shall be prosecuted diligently and in good faith in appropriate proceedings by the Lessee or (y) compliance with such Applicable Laws shall have been excused or exempted by a valid nonconforming use, variance, permit, waiver, extension or forbearanceLessee, during the Term, Lessee shall not be required to comply with such Applicable Laws or to make such payment but only if and so long as any such test, challenge, contest, appeal, proceeding, waiver, extension, forbearance or noncompliance shall not, in the reasonable opinion of Lessor and the Administrative Agent, or, in the case of (A) (B)(2) Agent create or (B)(5) below, in the reasonable opinion of any affected Participant, involve cause (A) any risk of criminal liability being imposed on Lessor, the Administrative Agent Agent, any Participant or the Leased Property (or any Participant portion thereof) or (B) any material risk of (1) the foreclosure, forfeiture or loss of the Leased Property, or any material part thereof, (2) the nonpayment, reduction or abatement of Rent to Lessor, Administrative Agent or any LenderRent, (3) the interruption or cancellation of any insurance coverage required to be maintained by the Lessee pursuant to Article XIIIcoverage, (4) the invalidity or lapse of any material warranty, (5) a delay of the Facility Completion Date beyond the Outside Completion Date, (6) any sale of, or the creation of any Lien (other than a Permitted Lien) on, any material part of the Leased Property (provided, however, nothing herein shall be deemed to reduce or diminish Lessee’s obligations under Section 11.1), (57) civil or criminal liability being imposed on Lessor, the Administrative Agent Agent, any Participant or any Participant material part of the Leased Property for which the Lessee is not obligated, or has not otherwise agreed, obligated to fully indemnify such parties under the Operative Documents, or (6) 8) enjoinment of, or interference with, the use, possession or disposition of the Leased Property in any material respect. Subject to Article XIII of the Participation Agreement, Lessee shall also have a right to contest and appeal any Taxes or Impositions. ‑16‑ Lessor will not be required to join in any proceedings pursuant to this Section 12.1 unless a provision of any Applicable Laws requires that such proceedings be brought by or in the name of Lessor; and in that event Lessor will join in the proceedings or permit them or any part thereof to be brought in its name if and so long as (i) the Lessee has not elected the Sale Option and (ii) the Lessee agrees in writing to pay, and pays, all related out-of-pocket expenses and agrees in writing to indemnify Lessor, the Administrative Agent and the Participants, in form and substance reasonably satisfactory to each of the respective Indemnitees, in respect of any claim relating thereto (it being agreed that exceptions and/or limitations to any such indemnity of the type set forth in Article thereto. ARTICLE XIII of the Participation Agreement shall be deemed to be satisfactory to each of the respective Indemnitees)INSURANCE Section 13.1.

Permitted Contests in Respect of Applicable Laws. Notwithstanding anything contained herein or in any Operative Document to the contrary (but subject to the last sentence of this paragraph)contrary, if, to the extent and for so long as (x) a test, challenge, contest, appeal or proceeding for review of (a) any Applicable Laws relating to the Leased Property or any part thereof or the obligation to comply therewith or (b) any Supplemental Rent payable to any Person other than Lessor, Administrative Agent or any Lender, shall be prosecuted diligently and in good faith in appropriate proceedings by the Lessee or (y) compliance with such Applicable Laws shall have been excused or exempted by a valid nonconforming use, variance, permit, waiver, extension or forbearanceLessee, during the Term, Lessee shall not be required to comply with such Applicable Laws or to make such payment but only if and so long as any such test, challenge, contest, appeal, proceeding, waiver, extension, forbearance or noncompliance shall not, in the reasonable opinion of Lessor and the Administrative Agent, or, in the case of (A) (B)(2) or (B)(5) below, in the reasonable opinion of any affected Participant, Agent involve (A) any risk of criminal liability being imposed on Lessor, Administrative Agent Agent, any Participant or the Leased Property (or any Participant portion thereof) or (B) any material risk of (1) the foreclosure, forfeiture or loss of the Leased Property, or any material part thereof, (2) the nonpayment, reduction or abatement of Rent to Lessor, Administrative Agent or any LenderRent, (3) the interruption or cancellation of any insurance coverage required to be maintained by the Lessee pursuant to Article XIIIcoverage, (4) the invalidity or lapse of any warranty, (5) a delay of the Facility Completion Date beyond the Outside Completion Date, (6) any sale of, or the creation of any Lien (other than a Permitted Lien) on, any material part of the Leased Property (provided, however, nothing herein shall be deemed to reduce or diminish Lessee’s obligations under Section 11.1), (57) civil or criminal liability being imposed on Lessor, the Administrative Agent Agent, any Participant or any Participant material part of the Leased Property for which the Lessee is not obligated, or has not otherwise agreed, obligated to fully indemnify such parties under the Operative Documents, or (6) 8) enjoinment of, or interference with, the use, possession or disposition of the Leased Property in any material respect. Subject to Article XIII Table of the Participation Agreement, Lessee shall also have a right to contest and appeal any Taxes or Impositions. Content Lessor will not be required to join in any proceedings pursuant to this Section 12.1 unless a provision of any Applicable Laws requires that such proceedings be brought by or in the name of Lessor; and in that event Lessor will join in the proceedings or permit them or any part thereof to be brought in its name if and so long as (i) the Lessee has not elected the Sale Option and (ii) the Lessee agrees in writing to pay, and pays, all related out-of-pocket expenses and agrees in writing to indemnify Lessor, the Administrative Agent and the Participants, in form and substance reasonably satisfactory to each of the respective Indemnitees, in respect of any claim Claim relating thereto (it being agreed that exceptions and/or limitations to any such indemnity of the type set forth in Article XIII of the Participation Agreement shall be deemed to be satisfactory to each of the respective Indemnitees)thereto.

Permitted Contests in Respect of Applicable Laws. Notwithstanding anything contained herein or in any Operative Document to the contrary (but subject to the last sentence of this paragraph), ifIf, to the extent and for so long as (xa) a test, challenge, contest, appeal or proceeding for review of (a) any Applicable Laws relating to the Leased Property or any part thereof or the obligation to comply therewith or (b) any Supplemental Rent payable to any Person other than Lessor, Administrative Agent or any Lender, shall be prosecuted diligently and in good faith in appropriate proceedings by the Lessee or (yb) compliance with such Applicable Laws shall have been excused or exempted by a valid nonconforming use, variance, variance permit, waiver, extension or forbearance, during the Term, Lessee shall not be required to comply with such Applicable Laws or to make such payment but only if and so long as any such test, challenge, contest, appeal, proceeding, waiver, extension, forbearance or noncompliance shall not, in the reasonable opinion of Lessor and Lessor, acting at the Administrative Agent, or, in direction of the case of (A) (B)(2) or (B)(5) below, in the reasonable opinion of any affected ParticipantRequired Participants, involve (A) any risk of criminal liability being imposed on Lessor, any Administrative Agent or Agent, any Participant or the Leased Property or (B) any material risk of (1) until after an adverse determination therein, the foreclosure, forfeiture or loss of the Leased Property, or any material part thereof, or (2) the nonpayment, reduction or abatement nonpayment of Rent to Lessor, Administrative Agent or any Lender, (3) the interruption or cancellation of any insurance coverage required to be maintained by the Lessee pursuant to Article XIII, (4) any sale of, or or, until after an adverse determination therein, the creation of any Lien (other than a Permitted Lien) on, any material part of the Leased Property (provided, however, nothing herein shall be deemed to reduce or diminish Lessee’s obligations under Section 11.1)Property, (54) civil liability being imposed on Lessor, the Administrative Agent or Agent, any Participant or the Leased Property for which the Lessee is not obligated, or has not otherwise agreed, obligated to fully indemnify such parties under the Operative Documents, or (65) enjoinment of, or interference with, the use, possession or disposition of the Leased Property in any material respect. Subject to Article XIII of respect in accordance with the Participation Agreement, Lessee shall also have a right to contest and appeal any Taxes or Impositionsother Operative Documents. Lessor will shall not be required to join in any proceedings pursuant to this Section SECTION 12.1 unless a provision of any Applicable Laws Law requires that such proceedings be brought by or in the name of LessorLessor or it is customary in the applicable jurisdiction for the title holder to join in such proceedings; and in that event Lessor will shall join in the proceedings or permit them or any part thereof to be brought in its name if and so long as (i) the Lessee has not elected the Sale Option and (ii) the Lessee agrees in writing to pay, and pays, pays all related out-of-pocket expenses and agrees in writing to indemnify LessorXxxxxx, the Administrative Agent and the Participants, Participants in form and substance reasonably satisfactory to each of the respective Indemnitees, in respect of any claim relating thereto (it being agreed that exceptions and/or limitations to any such indemnity of the type set forth in Article XIII of the Participation Agreement shall be deemed to be satisfactory to each of the respective Indemnitees).

Permitted Contests in Respect of Applicable Laws. Notwithstanding anything contained herein or in any Operative Document Except to the contrary (but subject extent otherwise provided in Section 12.4(b) of the Participation Agreement with respect to the last sentence of this paragraph)Taxes and Impositions, if, to the extent and for so long as (x) a test, challenge, contest, appeal or proceeding for review review, as applicable, of (aA) any Applicable Laws Law relating to the Leased Property or any part thereof or the obligation to comply therewith or (bB) any Supplemental Rent payable to any Person other than Lessor, Administrative Collateral Agent or any Lender, shall be prosecuted diligently and in good faith in appropriate proceedings by the Lessee or (y) compliance with such Applicable Laws Law or payment shall have been excused or exempted by a valid nonconforming use, variance, permit, waiver, extension or forbearance, during the Term, Lessee shall not be required to comply with such Applicable Laws Law or to make such payment but only if and so long as any such test, challenge, contest, appeal, proceeding, waiver, extension, forbearance or noncompliance shall not, in the reasonable opinion of the Lessor and the Administrative Collateral Agent, or, in the case of (A) (B)(2) or (B)(5) below, in the reasonable opinion of any affected Participant, involve (A) any risk of criminal liability being imposed on the Lessor, Administrative Agent the Collateral Agent, or any Participant Lender, or (B) any material risk of (1) the foreclosure, forfeiture or loss of the Leased Subject Property, or any material part thereof, (2) the nonpayment, reduction or abatement nonpayment of Rent to Lessor, Administrative Collateral Agent or any Lender, (3) the interruption or cancellation of any insurance coverage required to be maintained by the Lessee pursuant to Article XIII, (4) any sale of, or the creation of any Lien (other than a Permitted Lien) on, any material part of the Leased Property Subject Property, the Lessee’s interest in the CSC Sublease or any Fifth Floor Sublease (provided, however, nothing herein shall be deemed to reduce or diminish Lessee’s obligations under at Section 11.1), (54) civil or criminal liability being imposed on the Lessor, the Administrative Agent or Collateral Agent, any Participant Lender for which the Lessee is not obligated, or has not otherwise agreed, obligated to fully indemnify such parties under the Operative Documents, Documents or (65) enjoinment of, or interference with, the use, possession or disposition of the Leased Property Subject Property, the Lessee’s interest in the CSC Sublease or any Fifth Floor Sublease in any material respect. Subject to Article XIII of the Participation Agreement, Lessee shall also have a right to contest and appeal any Taxes or Impositions. Lessor None of the Lessor, the Collateral Agent or any Lender will not be required to join in any proceedings pursuant to this Section 12.1 unless a provision of any Applicable Laws Law requires that such proceedings be brought by or in the name of Lessorsuch party; and in that event Lessor such party will join in the proceedings or permit them or any part thereof to be brought in its name if and so long as (i) the Lessee has not elected the Sale Option and (ii) the Lessee agrees in writing to pay, and pays, all related out-of-pocket expenses (including attorneys’ fees) and agrees in writing to indemnify the Lessor, the Administrative Collateral Agent and the ParticipantsLenders, in form and substance reasonably satisfactory to each of the respective Indemnitees, in respect of any claim relating thereto (it being agreed that exceptions and/or limitations to any such indemnity of the type set forth in Article XIII of the Participation Agreement shall be deemed to be satisfactory to each of the respective Indemnitees)thereto.

Permitted Contests in Respect of Applicable Laws. Notwithstanding anything contained herein or in any Operative Document to the contrary (but subject to the last sentence of this paragraph)contrary, if, to the extent and for so long as (x) a test, challenge, contest, appeal or proceeding for review of (a) any Applicable Laws relating to the Leased Property or any part thereof or the obligation to comply therewith or (b) any Supplemental Rent payable to any Person other than Lessor, Administrative Agent or any Lender, shall be prosecuted diligently and in good faith in appropriate proceedings by the Lessee or (y) compliance with such Applicable Laws shall have been excused or exempted by a valid nonconforming use, variance, permit, waiver, extension or forbearanceLessee, during the Term, Lessee shall not be required to comply with such Applicable Laws or to make such payment but only if and so long as any such test, challenge, contest, appeal, proceeding, waiver, extension, forbearance or noncompliance shall not, in the reasonable opinion of Lessor and the Administrative Agent, or, in the case of (A) (B)(2) Agent create or (B)(5) below, in the reasonable opinion of any affected Participant, involve cause (A) any risk of criminal liability being imposed on Lessor, the Administrative Agent Agent, any Participant or the Leased Property (or any Participant portion thereof) or (B) any material risk of (1) the foreclosure, forfeiture or loss of the Leased Property, or any material part thereof, (2) the nonpayment, reduction or abatement of Rent to Lessor, Administrative Agent or any LenderRent, (3) the interruption or cancellation of any insurance coverage required to be maintained by the Lessee pursuant to Article XIIIcoverage, (4) the invalidity or lapse of any material warranty, (5) a delay of the Facility Completion Date beyond the Outside Completion Date, (6) any sale of, or the creation of any Lien (other than a Permitted Lien) on, any material part of the Leased Property (provided, however, nothing herein shall be deemed to reduce or diminish Lessee’s obligations under Section 11.1), (57) civil or criminal liability being imposed on Lessor, the Administrative Agent Agent, any Participant or any Participant material part of the Leased Property for which the Lessee is not obligated, or has not otherwise agreed, obligated to fully indemnify such parties under the Operative Documents, or (6) 8) enjoinment of, or interference with, the use, possession or disposition of the Leased Property in any material respect. Subject to Article XIII of the Participation Agreement, Lessee shall also have a right to contest and appeal any Taxes or Impositions. ‑16‑ Lessor will not be required to join in any proceedings pursuant to this Section 12.1 unless a provision of any Applicable Laws requires that such proceedings be brought by or in the name of Lessor; and in that event Lessor will join in the proceedings or permit them or any part thereof to be brought in its name if and so long as (i) the Lessee has not elected the Sale Option and (ii) the Lessee agrees in writing to pay, and pays, all related out-of-pocket expenses and agrees in writing to indemnify Lessor, the Administrative Agent and the Participants, in form and substance reasonably satisfactory to each of the respective Indemnitees, in respect of any claim relating thereto (it being agreed that exceptions and/or limitations to any such indemnity of the type set forth in Article XIII of the Participation Agreement shall be deemed to be satisfactory to each of the respective Indemnitees)thereto.

Permitted Contests in Respect of Applicable Laws. Notwithstanding anything contained herein or in any Operative Document Except to the contrary (but subject extent otherwise provided in Section 13.4(b) of the Participation Agreement with respect to the last sentence of this paragraph)Taxes and Impositions, if, to the extent and for so long as (x) a test, challenge, contest, appeal or proceeding for review review, as applicable, of (aA) any Applicable Laws Law relating to the Leased Property or any part thereof or the obligation to comply therewith or (bB) any Supplemental Rent payable to any Person other than Lessor, Administrative Collateral Agent or any Lender, shall be prosecuted diligently and in good faith in appropriate proceedings by the Lessee or (y) compliance with such Applicable Laws Law or payment shall have been excused or exempted by a valid nonconforming use, variance, permit, waiver, extension or forbearance, during the Term, Lessee shall not be required to comply with such Applicable Laws Law or to make such payment but only if and so long as any such test, challenge, contest, appeal, proceeding, waiver, extension, forbearance or noncompliance shall not, in the reasonable opinion of the Lessor and the Administrative Collateral Agent, or, in the case of (A) (B)(2) or (B)(5) below, in the reasonable opinion of any affected Participant, involve (A) any risk of criminal liability being imposed on the Lessor, Administrative Agent the Collateral Agent, any Lender or any Participant item of Subject Property or (B) any material risk of (1) the foreclosure, forfeiture or loss of the Leased Subject Property, or any material part thereof, (2) the nonpayment, reduction or abatement nonpayment of Rent to Lessor, Administrative Collateral Agent or any Lender, (3) the interruption or cancellation of any insurance coverage required to be maintained by the Lessee pursuant to Article XIII, (4) any sale of, or the creation of any Lien (other than a Permitted Lien) on, any material part of the Leased Subject Property (provided, however, nothing herein shall be deemed to reduce or diminish Lessee’s obligations under at Section 11.1), (54) civil or criminal liability being imposed on the Lessor, the Administrative Agent Collateral Agent, any Lender or any Participant part of the Subject Property for which the Lessee is not obligated, or has not otherwise agreed, obligated to fully indemnify such parties under the Operative Documents, Documents or (65) enjoinment of, or interference with, the use, possession or disposition of the Leased Subject Property in any material respect. Subject to Article XIII of the Participation Agreement, Lessee shall also have a right to contest and appeal any Taxes or Impositions. Lessor None of the Lessor, the Collateral Agent or any Lender will not be required to join in any proceedings pursuant to this Section 12.1 unless a provision of any Applicable Laws Law requires that such proceedings be brought by or in the name of Lessorsuch party; and in that event Lessor such party will join in the proceedings or permit them or any part thereof to be brought in its name if and so long as (i) the Lessee has not elected the Sale Option and (ii) the Lessee agrees in writing to pay, and pays, all related out-of-pocket expenses (including attorneys’ fees) and agrees in writing to indemnify the Lessor, the Administrative Collateral Agent and the ParticipantsLenders, in form and substance reasonably satisfactory to each of the respective Indemnitees, in respect of any claim relating thereto (it being agreed that exceptions and/or limitations to any such indemnity of the type set forth in Article XIII of the Participation Agreement shall be deemed to be satisfactory to each of the respective Indemnitees)thereto.

Permitted Contests in Respect of Applicable Laws. Notwithstanding anything contained herein or in any Operative Document to the contrary (but subject to the last sentence of this paragraph), ifIf, to the extent and for so long as (xa) a test, challenge, contest, appeal or proceeding for review of (a) any Applicable Laws relating to any of the Leased Property or any part thereof Equipment or the obligation to comply therewith or (b) any Supplemental Rent payable to any Person other than Lessor, Administrative Agent or any Lender, shall be prosecuted diligently and in good faith in appropriate proceedings by the any applicable Lessee or (yb) compliance with such Applicable Laws shall have been excused or exempted by a valid nonconforming use, variance, permit, waiver, extension or forbearance, during following the TermClosing Date, the applicable Lessee shall not be required to comply with such Applicable Laws or to make such payment but only if and so long as any such test, challenge, contest, appeal, proceeding, waiver, extension, forbearance or noncompliance shall not, in the reasonable opinion of Lessor and Lessor, acting at the Administrative Agent, or, in direction of the case of (A) (B)(2) or (B)(5) below, in the reasonable opinion of any affected ParticipantRequired Participants, involve (A) any risk of criminal liability being imposed on Lessor, Administrative Agent or Collateral Agent, any Participant Participant, any of the Equipment or (B) any material risk of (1) the foreclosure, forfeiture or loss of any of the Leased PropertyEquipment, or any material part thereof, or (2) the nonpaymentnonpayment of Rent, reduction Lease Balance or abatement of Rent to Lessor, Administrative Agent or any Lenderother amount payable under the Operative Documents, (3) the interruption or cancellation of any insurance coverage required to be maintained by the Lessee pursuant to Article XIIIcoverage, (4) the invalidity or lapse of any warranty, (5) any sale of, or the creation of any Lien (other than a Permitted Lien) on, any material part of the Leased Property (provided, however, nothing herein shall be deemed to reduce or diminish Lessee’s obligations under Section 11.1)Equipment, (56) civil liability being imposed on Lessor, the Administrative Agent Collateral Agent, any Participant or any Participant of the Equipment for which the applicable Lessee is not obligated, or has not otherwise agreed, obligated to fully indemnify such parties under the Operative Documents, or (67) enjoinment of, or interference with, the use, possession or disposition of the Leased Property Equipment in any material respect. Subject to Article XIII respect (any of the Participation Agreement, Lessee shall also have foregoing being referred to as a right to contest "Permitted Contest") and appeal any Taxes or Impositions. Lessor will not be required to join provided that in any proceedings pursuant to this Section 12.1 unless a provision event adequate reserves in accordance with GAAP are maintained against any adverse determination of any Applicable Laws requires that such proceedings be brought by test, challenge, appeal or in the name of Lessor; and in that event Lessor will join in the proceedings or permit them or any part thereof to be brought in its name if and so long as (i) the Lessee has not elected the Sale Option and (ii) the Lessee agrees in writing to pay, and pays, all related out-of-pocket expenses and agrees in writing to indemnify Lessor, the Administrative Agent and the Participants, in form and substance reasonably satisfactory to each of the respective Indemnitees, in respect of any claim relating thereto (it being agreed that exceptions and/or limitations to any such indemnity of the type set forth in Article XIII of the Participation Agreement shall be deemed to be satisfactory to each of the respective Indemnitees)proceeding.

Permitted Contests in Respect of Applicable Laws. Notwithstanding anything contained herein or in any Operative Document to the contrary (but subject to the last sentence of this paragraph), ifIf, to the extent and for so long as (xa) a test, challenge, contest, appeal or proceeding for review of (a) any Applicable Laws relating to any of the Leased Property or any part thereof Equipment or the obligation to comply therewith or (b) any Supplemental Rent payable to any Person other than Lessor, Administrative Agent or any Lender, shall be prosecuted diligently and in good faith in appropriate proceedings by the any applicable Lessee or (yb) compliance with such Applicable Laws shall have been excused or exempted by a valid nonconforming use, variance, permit, waiver, extension or forbearance, during following the TermClosing Date, the applicable Lessee shall not be required to comply with such Applicable Laws or to make such payment but only if and so long as any such test, challenge, contest, appeal, proceeding, waiver, extension, forbearance or noncompliance shall not, in the reasonable opinion of Lessor and Lessor, acting at the Administrative Agent, or, in direction of the case of (A) (B)(2) or (B)(5) below, in the reasonable opinion of any affected ParticipantRequired Lenders, involve (A) any risk of criminal liability being imposed on Lessor, Administrative Agent or Collateral Agent, any Participant Lender, any of the Equipment or (B) any material risk of (1) the foreclosure, forfeiture or loss of any of the Leased PropertyEquipment, or any material part thereof, or (2) the nonpaymentnonpayment of Rent, reduction Lease Balance or abatement of Rent to Lessor, Administrative Agent or any Lenderother amount payable under the Operative Documents, (3) the interruption or cancellation of any insurance coverage required to be maintained by the Lessee pursuant to Article XIIIcoverage, (4) the invalidity or lapse of any warranty, (5) any sale of, or the creation of any Lien (other than a Permitted Lien) on, any material part of the Leased Property (provided, however, nothing herein shall be deemed to reduce or diminish Lessee’s obligations under Section 11.1)Equipment, (56) civil liability being imposed on Lessor, the Administrative Agent Collateral Agent, any Lender or any Participant of the Equipment for which the applicable Lessee is not obligated, or has not otherwise agreed, obligated to fully indemnify such parties under the Operative Documents, or (67) enjoinment of, or interference with, the use, possession or disposition of the Leased Property Equipment in any material respect. Subject to Article XIII respect (any of the Participation Agreementforegoing being referred to as a “Permitted Contest”) and provided that in any event adequate reserves in accordance with GAAP are maintained against any adverse determination of any such test, Lessee shall also have a right to contest and challenge, appeal any Taxes or Impositionsproceeding. Lessor will shall not be required to join in any proceedings pursuant to this Section 12.1 unless a provision of any Applicable Laws Law requires that such proceedings be brought by or in the name of LessorLessor or it is customary in the applicable jurisdiction for an owner to join in such proceedings; and in that event Lessor will shall join in the proceedings or permit them or any part thereof to be brought in its name if and so long as (i) the Lessee has not elected the Sale Option and (ii) the Lessee agrees Lessees agree in writing to pay, and pays, pay all related out-of-pocket expenses and agrees in writing to indemnify Lessor, the Administrative Collateral Agent and the Participants, Lenders in form and substance reasonably satisfactory to each of the respective Indemnitees, in respect of any claim relating thereto (it being agreed that exceptions and/or limitations to any such indemnity of the type set forth in Article XIII of the Participation Agreement shall be deemed to be satisfactory to each of the respective Indemnitees).

Permitted Contests in Respect of Applicable Laws. Notwithstanding anything contained herein or in any Operative Document to the contrary (but subject to the last sentence of this paragraph)contrary, if, to the extent and for so long as (x) a test, challenge, contest, appeal or proceeding for review of (a) any Applicable Laws relating to the Leased Property or any part thereof or the obligation to comply therewith or (b) any Supplemental Rent payable to any Person other than Lessor, Administrative Agent or any Lender, shall be prosecuted diligently and in good faith in appropriate proceedings by the Lessee or (y) compliance with such Applicable Laws shall have been excused or exempted by a valid nonconforming use, variance, permit, waiver, extension or forbearanceLessee, during the Term, Lessee shall not be required to comply with such Applicable Laws or to make such payment but only if and so long as any such test, challenge, contest, appeal, proceeding, waiver, extension, forbearance or noncompliance shall not, in the reasonable opinion of Lessor and the Administrative Agent, or, in the case of (A) (B)(2) Agent create or (B)(5) below, in the reasonable opinion of any affected Participant, involve cause (A) any risk of criminal liability being imposed on Lessor, the Administrative Agent Agent, any Participant or the Leased Property (or any Participant portion thereof) or (B) any material risk of (1) the foreclosure, forfeiture or loss of the Leased Property, or any material part thereof, (2) the nonpayment, reduction or abatement of Rent to Lessor, Administrative Agent or any LenderRent, (3) the interruption or cancellation of any insurance coverage required to be maintained by the Lessee pursuant to Article XIIIcoverage, (4) the invalidity or lapse of any material warranty, (5) a delay of the Facility Completion Date beyond the Outside Completion Date, (6) any sale of, or the creation of any Lien (other than a Permitted Lien) on, any material part of the Leased Property (provided, however, nothing herein shall be deemed to reduce or diminish Lessee’s obligations under Section 11.1), (57) civil or criminal liability being imposed on Lessor, the Administrative Agent Agent, any Participant or any Participant material part of the Leased Property for which the Lessee is not obligated, or has not otherwise agreed, obligated to fully indemnify such parties under the Operative Documents, or (6) 8) enjoinment of, or interference with, the use, possession or disposition of the Leased Property in any material respect. Subject to Article XIII of the Participation Agreement3/6/19, Lessee shall also have a right to contest and appeal any Taxes or Impositions. 9:29 AMExhibit Lessor will not be required to join in any proceedings pursuant to this Section 12.1 unless a provision of any Applicable Laws requires that such proceedings be brought by or in the name of Lessor; and in that event Lessor will join in the proceedings or permit them or any part thereof to be brought in its name if and so long as (i) the Lessee has not elected the Sale Option and (ii) the Lessee agrees in writing to pay, and pays, all related out-of-pocket expenses and agrees in writing to indemnify Lessor, the Administrative Agent and the Participants, in form and substance reasonably satisfactory to each of the respective Indemnitees, in respect of any claim relating thereto (it being agreed that exceptions and/or limitations to any such indemnity of the type set forth in Article XIII of the Participation Agreement shall be deemed to be satisfactory to each of the respective Indemnitees)thereto.

Permitted Contests in Respect of Applicable Laws. Notwithstanding anything contained herein or in any Operative Document to the contrary (but subject to the last sentence of this paragraph), if, to the extent and for so long as (x) a test, challenge, contest, appeal or proceeding for review of (a) any Applicable Laws relating to the Leased Property or any part thereof or the obligation to comply therewith or (b) any Supplemental Rent payable to any Person other than Lessor, Administrative Agent or any LenderRent Assignee, shall be prosecuted diligently and in good faith in appropriate proceedings by the Lessee or (y) compliance with such Applicable Laws shall have been excused or exempted by a valid nonconforming use, variance, permit, waiver, extension or forbearance, during the Term, Lessee shall not be required to comply with such Applicable Laws or to make such payment but only if and so long as any such test, challenge, contest, appeal, proceeding, waiver, extension, forbearance or noncompliance shall not, in the reasonable opinion of Lessor and the Administrative Agent, or, in the case of (A) (B)(2) or (B)(5) below, in the reasonable opinion of any affected Participant, involve (A) any risk of criminal liability being imposed on Lessor, Administrative Agent or any Participant or (B) any material risk of (1) the foreclosure, forfeiture or loss of the Leased Property, or any material part thereof, (2) the nonpayment, reduction or abatement of Rent to Lessor, Administrative Agent or any LenderRent Assignee, (3) the interruption or cancellation of any insurance coverage required to be maintained by the Lessee pursuant to Article XIII, (4) any sale of, or the creation of any Lien (other than a Permitted Lien) on, any material part of the Leased Property (provided, however, nothing herein shall be deemed to reduce or diminish Lessee’s obligations under Section 11.1), (5) civil liability being imposed on Lessor, the Administrative Agent or any Participant for which the Lessee is not obligated, or has not otherwise agreed, to fully indemnify such parties under the Operative Documents, or (6) enjoinment of, or interference with, the use, possession or disposition of the Leased Property in any material respect. Subject to Article XIII of the Participation Agreement, Lessee shall also have a right to contest and appeal any Taxes or Impositions. Lessor will not be required to join in any proceedings pursuant to this Section 12.1 unless a provision of any Applicable Laws requires that such proceedings be brought by or in the name of Lessor; and in that event Lessor will join in the proceedings or permit them or any part thereof to be brought in its name if and so long as (i) the Lessee has not elected the Sale Option and (ii) the Lessee agrees in writing to pay, and pays, all related out-of-pocket expenses and agrees in writing to indemnify Lessor, the Administrative Agent and the Participants, in form and substance reasonably satisfactory to each of the respective Indemnitees, in respect of any claim relating thereto (it being agreed that exceptions and/or limitations to any such indemnity of the type set forth in Article XIII of the Participation Agreement shall be deemed to be satisfactory to each of the respective Indemnitees).

Permitted Contests in Respect of Applicable Laws. Notwithstanding anything contained herein or in any Operative Document to the contrary (but subject to the last sentence of this paragraph), if, to the extent and for so long as (x) a test, challenge, contest, appeal or proceeding for review of (a) any Applicable Laws relating to the Leased Property or any part thereof or the obligation to comply therewith or (b) any Supplemental Rent payable to any Person other than Lessor, Administrative Agent or any LenderRent Assignee, shall be prosecuted diligently and in good faith in appropriate proceedings by the Lessee or (y) compliance with such Applicable Laws shall have been excused or exempted by a valid nonconforming use, variance, permit, waiver, extension or forbearance, during the Term, Lessee shall not be required to comply with such Applicable Laws or to make such payment but only if and so long as any such test, challenge, contest, appeal, proceeding, waiver, extension, forbearance or noncompliance shall not, in the reasonable opinion of Lessor and the Administrative Agent, or, in the case of (A) (B)(2) or (B)(5) below, in the reasonable opinion of any affected Participant, involve (A) any risk of criminal liability being imposed on Lessor, Administrative Agent or any Participant or (B) any material risk of (1) the foreclosure, forfeiture or loss of the Leased Property, or any material part thereof, (2) the nonpayment, reduction or abatement of Rent to Lessor, Administrative Agent or any LenderRent Assignee, (3) the interruption or cancellation of any insurance coverage required to be maintained by the Lessee pursuant to Article XIII, (4) any sale of, or the creation of any Lien (other than a Permitted Lien) on, any material part of the Leased Property (provided, however, nothing herein shall be deemed to reduce or diminish Lessee’s obligations under Section 11.1), (5) civil liability being imposed on Lessor, the Administrative Agent or any Participant for which the Lessee is not obligated, or has not otherwise agreed, to fully indemnify such parties under the Operative Documents, or (6) enjoinment of, or interference with, the use, possession or disposition of the Leased Property in any material respect. Subject to Article XIII of the Participation Agreement, Lessee Lxxxxx shall also have a right to contest and appeal any Taxes or Impositions. Lessor will not be required to join in any proceedings pursuant to this Section 12.1 unless a provision of any Applicable Laws requires that such proceedings be brought by or in the name of Lessor; and in that event Lessor will join in the proceedings or permit them or any part thereof to be brought in its name if and so long as (i) the Lessee has not elected the Sale Option and (ii) the Lessee agrees in writing to pay, and pays, all related out-of-pocket expenses and agrees in writing to indemnify Lessor, the Administrative Agent and the Participants, in form and substance reasonably satisfactory to each of the respective Indemnitees, in respect of any claim relating thereto (it being agreed that exceptions and/or limitations to any such indemnity of the type set forth in Article XIII of the Participation Agreement shall be deemed to be satisfactory to each of the respective Indemnitees).

Permitted Contests in Respect of Applicable Laws. Notwithstanding anything contained herein or in any Operative Document to the contrary (but subject to the last sentence of this paragraph), ifIf, to the extent and for so long as (xa) a test, challenge, contest, appeal or proceeding for review of (a) any Applicable Laws relating to the Leased Property or any part thereof Premises or the obligation to comply therewith or (b) any Supplemental Rent payable to any Person other than Lessor, Administrative Agent or any Lender, shall be prosecuted diligently and in good faith in appropriate proceedings by the Lessee or (yb) compliance with such Applicable Laws shall have been excused or exempted by a valid nonconforming use, variance, variance permit, waiver, extension or forbearance, during then following the TermBase Term Commencement Date, Lessee shall not be required to comply with such Applicable Laws or to make such payment but only if and so long as any such test, challenge, contest, appeal, proceeding, waiver, extension, forbearance or noncompliance shall not, in the reasonable opinion of Lessor and Agent Lessor, acting at the Administrative Agent, or, in direction of the case of (A) (B)(2) or (B)(5) below, in the reasonable opinion of any affected ParticipantRequired Participants, involve (A) any risk of criminal liability being imposed on Agent Lessor, Administrative Agent or any Participant or the Premises or (B) any material risk of (1) until after an adverse determination therein, the foreclosure, forfeiture or loss of the Leased PropertyPremises, or any material part thereof, or (2) the nonpayment, reduction or abatement nonpayment of Rent to Lessor, Administrative Agent or any Lender, (3) the interruption or cancellation of any insurance coverage required to be maintained by the Lessee pursuant to Article XIII, (4) any sale of, or or, until after an adverse determination therein, the creation of any Lien (other than a Permitted Lien) on, any material part of the Leased Property (provided, however, nothing herein shall be deemed to reduce or diminish Lessee’s obligations under Section 11.1)Premises, (54) civil liability being imposed on Agent Lessor, the Administrative Agent or any Participant or the Premises for which the Lessee is not obligated, or has not otherwise agreed, obligated to fully indemnify such parties under the Operative Documents, or (65) enjoinment of, or interference with, the use, possession or disposition of the Leased Property Premises in any material respect. Subject to Article XIII of the Participation Agreement, Lessee shall also have a right to contest and appeal any Taxes or Impositions. Agent Lessor will not be required to join in any proceedings pursuant to this Section 12.1 unless a provision of any Applicable Laws requires that such proceedings be brought by or in the name of LessorAgent Lessor or it is customary in the applicable jurisdiction for the title holder of the Improvements to join in such proceedings; and in that event Agent Lessor will join in the proceedings or permit them or any part thereof to be brought in its name if and so long as (i) the Lessee has not elected the Sale Option and (ii) the Lessee agrees in writing to pay, and pays, pays all related out-of-pocket expenses and agrees in writing to indemnify Lessor, the Administrative Agent Lessor and the Participants, Participants in form and substance reasonably satisfactory to each of the respective Indemnitees, in respect of any claim relating thereto (it being agreed that exceptions and/or limitations to any such indemnity of the type set forth in Article XIII of the Participation Agreement shall be deemed to be satisfactory to each of the respective Indemnitees).