Common use of Permitted Contests Clause in Contracts

Permitted Contests. Lessee shall have the right to contest the amount or validity of any Imposition to be paid by Lessee or any Legal Requirement or Insurance Requirement or any lien, attachment, levy, encumbrance, charge or claim (“Claims”) not otherwise permitted by Section 12.1, by appropriate legal proceedings in good faith and with due diligence (but this shall not be deemed or construed in any way to relieve, modify or extend Lessee’s covenants to pay or its covenants to cause to be paid any such charges at the time and in the manner as in this Section provided), on condition, however, that such legal proceedings shall not operate to relieve Lessee from its obligations hereunder and shall not cause the sale or risk the loss of any portion of the Leased Property, or any part thereof, or cause Lessor or Lessee to be in default under any mortgage, deed of trust, security deed or other agreement encumbering the Leased Property or any interest therein. Upon the request of Lessor, Lessee shall either (a) provide a bond or other assurance reasonably satisfactory to Lessor that all Claims which may be assessed against the Leased Property together with interest and penalties, if any, thereon will be paid, or (b) deposit within the time otherwise required for payment with a bank or trust company as trustee upon terms reasonably satisfactory to Lessor, as security for the payment of such Claims, money in an amount sufficient to pay the same, together with interest and penalties in connection therewith, as to all Claims which may be assessed against or become a Claim on the Leased Property, or any part thereof, in said legal proceedings. Lessee shall furnish Lessor and any lender of Lessor with reasonable evidence of such deposit within five (5) days of the same. Lessor agrees to join in any such proceedings if the same be required legally to prosecute such contest of the validity of such Claims; provided, however, that Lessor shall not thereby be subjected to any liability or loss for the payment of any costs or expenses in connection with any proceedings brought by Lessee; and Lessee covenants to indemnify and save harmless Lessor from any such liabilities, losses, costs or expenses. Lessee shall be entitled to any refund of any Claims and such charges and penalties or interest thereon which have been paid by Lessee or paid by Lessor and for which Lessor has been fully reimbursed. In the event that Lessee fails to pay any Claims when due or to provide the security therefor as provided in this Section and diligently to prosecute any contest of the same, Lessor may, upon ten (10) days’ advance Notice to Lessee, and Lessee’s failure to correct the same within such ten (10) day period, pay such charges together with any interest and penalties and the same shall be repayable by Lessee to Lessor as Additional Charges at the next Payment Date provided for in this Lease; provided, however, that should Lessor reasonably determine that the giving of such Notice would risk loss to the Leased Property or cause damage to Lessor, then Lessor shall give such Notice as is practical under the circumstances. Lessor reserves the right to contest any of the Claims at its expense not pursued by Lessee. Lessor and Lessee agree to cooperate in coordinating the contest of any Claims.

Permitted Contests. Lessee Tenant shall have the right to contest the amount or validity of any Imposition to be paid by Lessee or any Imposition, Legal Requirement or Requirement, Insurance Requirement or any Requirement, Environmental Obligation, lien, attachment, levy, encumbrance, charge or claim (collectively, “Claims”) not otherwise permitted by Section 12.1as to the Leased Property, by appropriate legal proceedings proceedings, conducted in good faith and with due diligence diligence, provided that (but this a) the foregoing shall not in no way be deemed construed as relieving, modifying or construed in any way to relieve, modify or extend Lesseeextending Tenant’s covenants obligation to pay (or its covenants to cause to be paid paid) any Claims as finally determined, (b) such charges at the time and in the manner as in this Section provided), on condition, however, that such legal proceedings shall not operate to relieve Lessee from its obligations hereunder and contest shall not cause the sale Landlord or risk the loss Tenant to be in default under any mortgage or deed of any portion of trust encumbering the Leased Property, or any part thereof, portion thereof (Landlord agreeing that any such mortgage or cause Lessor or Lessee to be in default under any mortgage, deed of trust, security deed or other agreement encumbering trust shall permit Tenant to exercise the Leased Property rights granted pursuant to this Article 8) or any interest therein. Upon the request of Lessor, Lessee shall either (a) provide therein or result in or reasonably be expected to result in a bond or other assurance reasonably satisfactory lien attaching to Lessor that all Claims which may be assessed against the Leased Property together with interest and penalties, if any, thereon will be paid, or (b) deposit within the time otherwise required for payment with a bank or trust company as trustee upon terms reasonably satisfactory to Lessor, as security for the payment of such Claims, money in an amount sufficient to pay the same, together with interest and penalties in connection therewith, as to all Claims which may be assessed against or become a Claim on the Leased Property, or any part portion thereof, in said legal proceedings. Lessee shall furnish Lessor and any lender of Lessor with reasonable evidence of such deposit within five (5c) days no part of the sameLeased Property nor any Rent therefrom shall be in any immediate danger of sale, forfeiture, attachment or loss, and (d) Tenant shall indemnify and hold harmless Landlord from and against any cost, claim, damage, penalty or reasonable expense, including reasonable attorneys’ fees, incurred by Landlord in connection therewith or as a result thereof. Lessor Landlord agrees to join in any such proceedings if the same be required legally to prosecute such contest of the validity of such Claims; providedcontest, however, provided that Lessor Landlord shall not thereby be subjected to any liability or loss therefor (including, without limitation, for the payment of any costs or expenses in connection therewith) unless Tenant agrees by agreement in form and substance reasonably satisfactory to Landlord, to assume and indemnify Landlord with any proceedings brought by Lessee; and Lessee covenants respect to indemnify and save harmless Lessor from any such liabilities, losses, costs or expensesthe same. Lessee Tenant shall be entitled to any refund of any Claims and such charges and penalties or interest thereon which have been paid by Lessee Tenant or paid by Lessor and for which Lessor Landlord to the extent that Landlord has been fully reimbursedreimbursed by Tenant. In the event that Lessee fails If Tenant shall fail (x) to pay or cause to be paid any Claims when due or finally determined, (y) to provide the reasonable security therefor as provided in this Section and diligently or (z) to prosecute or cause to be prosecuted any such contest of the samediligently and in good faith, Lessor Landlord may, upon ten reasonable notice to Tenant (10) days’ advance Notice to Lessee, and Lessee’s failure to correct the same within such ten (10) day period, pay such charges together with any interest and penalties and the same which notice shall not be repayable by Lessee to Lessor as Additional Charges at the next Payment Date provided for in this Lease; provided, however, that should Lessor required if Landlord shall reasonably determine that the giving of same is not practicable), pay such Notice would risk loss to the Leased Property or cause damage to Lessorcharges, then Lessor together with interest and penalties due with respect thereto, and Tenant shall give such Notice reimburse Landlord therefor, upon demand, as is practical under the circumstances. Lessor reserves the right to contest any of the Claims at its expense not pursued by Lessee. Lessor and Lessee agree to cooperate in coordinating the contest of any ClaimsAdditional Charges.

Permitted Contests. Lessee Tenant shall have the right to contest the amount or validity of any Imposition to be paid by Lessee or any Imposition, Legal Requirement or Requirement, Insurance Requirement or any Requirement, Environmental Obligation, lien, attachment, levy, encumbrance, charge or claim (“collectively, "Claims”") not otherwise permitted by Section 12.1as to the Leased Property, by appropriate legal proceedings proceedings, conducted in good faith and with due diligence diligence, provided that (but this a) the foregoing shall not in no way be deemed construed as relieving, modifying or construed in any way to relieve, modify or extend Lessee’s covenants extending Tenant's obligation to pay or its covenants to cause any Claims required hereunder to be paid any by Tenant as finally determined, (b) such charges at the time and in the manner as in this Section provided), on condition, however, that such legal proceedings shall not operate to relieve Lessee from its obligations hereunder and contest shall not cause the sale Landlord or risk the loss of any portion of the Leased Property, or any part thereof, or cause Lessor or Lessee Tenant to be in default under any mortgage, deed of trust, security deed trust or other agreement encumbering the Leased Property or any interest therein. Upon the request part thereof (Landlord agreeing that any such mortgage, deed of Lessor, Lessee shall either (a) provide a bond trust or other assurance reasonably satisfactory agreement shall permit Tenant to Lessor that all Claims which may be assessed against exercise the Leased Property together with rights granted pursuant to this Article 8) or any interest and penalties, if any, thereon will be paid, therein or (b) deposit within the time otherwise required for payment with result in a bank or trust company as trustee upon terms reasonably satisfactory lien attaching to Lessor, as security for the payment of such Claims, money in an amount sufficient to pay the same, together with interest and penalties in connection therewith, as to all Claims which may be assessed against or become a Claim on the Leased Property, unless such lien is fully bonded or any is otherwise secured to the reasonable satisfaction of Landlord, (c) no part thereof, in said legal proceedings. Lessee shall furnish Lessor and any lender of Lessor with reasonable evidence of such deposit within five (5) days of the sameLeased Property nor any Rent therefrom shall be in any immediate danger of sale, forfeiture, attachment or loss, and (d) Tenant hereby indemnifies and holds harmless Landlord from and against any cost, claim, damage, penalty or reasonable expense, including reasonable attorneys' fees, incurred by Landlord in connection therewith or as a result thereof. Lessor Landlord agrees to join in any such proceedings if the same be required legally to prosecute such contest of the validity of such Claims; providedcontest, however, provided that Lessor Landlord shall not thereby be subjected to any liability or loss therefor (including, without limitation, for the payment of any costs or expenses in connection therewith) unless Tenant agrees to assume and indemnify Landlord with any proceedings brought by Lessee; and Lessee covenants respect to indemnify and save harmless Lessor from any such liabilities, losses, costs or expensesthe same. Lessee Tenant shall be entitled to any refund of any Claims and such charges and penalties or interest thereon which have been paid by Lessee Tenant or paid by Lessor and for which Lessor Landlord to the extent that Landlord has been fully reimbursedreimbursed by Tenant. In the event that Lessee fails If Tenant shall fail (x) to pay or cause to be paid any Claims when due or finally determined, (y) to provide the reasonable security therefor as provided in this Section and diligently therefor, or (z) to prosecute or cause to be prosecuted any such contest of the samediligently and in good faith, Lessor Landlord may, upon ten (10) days’ advance Notice to Lessee, and Lessee’s failure to correct the same within such ten (10) day periodTenant, pay such charges charges, together with any interest and penalties due with respect thereto, and the same Tenant shall be repayable by Lessee to Lessor reimburse Landlord therefor, upon demand, as Additional Charges at the next Payment Date provided for in this Lease; provided, however, that should Lessor reasonably determine that the giving of such Notice would risk loss to the Leased Property or cause damage to Lessor, then Lessor shall give such Notice as is practical under the circumstances. Lessor reserves the right to contest any of the Claims at its expense not pursued by Lessee. Lessor and Lessee agree to cooperate in coordinating the contest of any ClaimsCharges.

Permitted Contests. Lessee Tenant, upon prior written notice to Landlord (except that no such notice shall have be required to be given by Tenant to Landlord with respect to matters not exceeding Five Million and No/100 Dollars ($5,000,000.00)), on its own or in Landlord’s name, at Tenant’s expense, may contest, by appropriate legal proceedings conducted in good faith and with due diligence, the right to contest the amount amount, validity or validity application, in whole or in part, of any Imposition licensure or certification decision (including pursuant to be paid by Lessee or any Gaming Regulation), imposition of any disciplinary action, including both monetary and nonmonetary, pursuant to any Gaming Regulation, Imposition, Legal Requirement or Requirement, Insurance Requirement or any Requirement, lien, attachment, levy, encumbrance, charge or claim claim; provided, that (“Claims”i) not otherwise permitted by Section 12.1, by appropriate legal proceedings in good faith and with due diligence (but this shall not be deemed or construed in any way to relieve, modify or extend Lessee’s covenants to pay or its covenants to cause to be paid any such charges at the time and in the manner as in this Section provided)case of an unpaid Imposition, on conditionlien, howeverattachment, that levy, encumbrance, charge or claim, the commencement and continuation of such legal proceedings shall not operate to relieve Lessee suspend the collection thereof from its obligations hereunder Landlord and shall not cause the sale or risk the loss of any portion of from the Leased Property, or any part thereof, or cause Lessor or Lessee to be in default under any mortgage, deed of trust, security deed or other agreement encumbering ; (ii) neither the Leased Property or any portion thereof, the Rent therefrom nor any part or interest therein. Upon in either thereof would be in any danger of being sold, forfeited, attached or lost pending the request outcome of Lessorsuch proceedings; (iii) in the case of a Legal Requirement, Lessee neither Landlord nor Tenant would be in any imminent danger of criminal or material civil liability for failure to comply therewith pending the outcome of such proceedings; (iv) in the case of a Legal Requirement, Imposition, lien, encumbrance or charge, Tenant shall either (a) provide deliver to Landlord security in the form of cash, cash equivalents or a bond or other assurance reasonably satisfactory to Lessor that all Claims which Letter of Credit, if and as may be assessed against reasonably required by Landlord to insure ultimate payment of the same and to prevent any sale or forfeiture of the Leased Property together with interest or any portion thereof or the Rent by reason of such non-payment or noncompliance; (v) in the case of an Insurance Requirement, the coverage required by Article XIII shall be maintained; (vi) upon Landlord’s request, Tenant shall keep Landlord reasonably informed as to the status of the proceedings; and penalties(vii) if such contest be finally resolved against Landlord or Tenant, if any, thereon will Tenant shall promptly pay the amount required to be paid, together with all interest and penalties accrued thereon, or (b) deposit within comply with the time otherwise applicable Legal Requirement or Insurance Requirement. Landlord, at Tenant’s expense, shall execute and deliver to Tenant such authorizations and other documents as may reasonably be required for payment with in any such contest, and, if reasonably requested by Tenant or if Landlord so desires, Landlord shall join as a bank or trust company as trustee upon terms reasonably satisfactory party therein. The provisions of this Article XII shall not be construed to Lessor, as security for permit Tenant to contest the payment of such ClaimsRent or any other amount (other than Impositions or Additional Charges contested in accordance herewith) payable by Tenant to Landlord hereunder. Tenant shall indemnify, money in an amount sufficient to pay the samedefend, together with interest protect and penalties in connection therewithsave Landlord harmless from and against any liability, as to all Claims which cost or expense of any kind that may be assessed against or become a Claim on the Leased Property, or any part thereof, in said legal proceedings. Lessee shall furnish Lessor and any lender of Lessor with reasonable evidence of such deposit within five (5) days of the same. Lessor agrees to join in any such proceedings if the same be required legally to prosecute such contest of the validity of such Claims; provided, however, that Lessor shall not thereby be subjected to any liability or loss for the payment of any costs or expenses imposed upon Landlord in connection with any proceedings brought by Lessee; such contest and Lessee covenants to indemnify and save harmless Lessor from any such liabilitiesloss resulting therefrom, losses, costs or expenses. Lessee shall be entitled to any refund of any Claims and such charges and penalties or interest thereon which have been paid by Lessee or paid by Lessor and for which Lessor has been fully reimbursed. In the event that Lessee fails to pay any Claims when due or to provide the security therefor as provided in this Section and diligently to prosecute any contest of the same, Lessor may, upon ten (10) days’ advance Notice to Lessee, and Lessee’s failure to correct the same within such ten (10) day period, pay such charges together with any interest and penalties and the same shall be repayable by Lessee to Lessor as Additional Charges at the next Payment Date provided for in this Lease; provided, however, that should Lessor reasonably determine that the giving of such Notice would risk loss except to the Leased Property extent resulting from actions independently taken by Landlord (other than actions taken by Landlord at Tenant’s direction or cause damage to Lessor, then Lessor shall give such Notice as is practical under the circumstances. Lessor reserves the right to contest any of the Claims at its expense not pursued by Lessee. Lessor and Lessee agree to cooperate in coordinating the contest of any Claimswith Tenant’s consent).

Permitted Contests. The Lessee shall have at its expense may, in its own name or, if necessary and permitted, in the right name of the Lessor (and, if necessary but not so permitted, the Lessee may require the Lessor to) contest after prior notice to contest the amount or validity of any Imposition to be paid by Lessee or any Legal Requirement or Insurance Requirement or any lien, attachment, levy, encumbrance, charge or claim (“Claims”) not otherwise permitted by Section 12.1Lessor, by appropriate legal or administrative proceedings conducted in good faith and with due diligence (but this shall not be deemed diligence, the amount, validity or construed application, in any way to relievewhole or in part, modify or extend Lessee’s covenants to pay or its covenants to cause to be paid any such charges at the time and in the manner as in this Section provided), on condition, however, that such legal proceedings shall not operate to relieve Lessee from its obligations hereunder and shall not cause the sale or risk the loss of any portion of the Leased PropertyImposition or Lien therefor, or any part thereofLegal Requirements or Insurance Requirements, or cause Lessor any matter underlying Lessee's indemnity obligations under Section 13 hereof, or Lessee any other Lien or contract or agreement referred to in Section 10(f) hereof; provided that (i) in the case of an unpaid Imposition or Lien therefor, such proceedings shall suspend the collection of such Imposition or the enforcement of such Lien against the Lessor, (ii) neither the Lessee's use of the Nuclear Material or any portion thereof nor the taking of any step necessary or proper with respect to such Nuclear Material in any stage of the Nuclear Material Cycle nor the performance of any other act required to be in default performed by the Lessee under this Lease Agreement would be enjoined, prevented or otherwise interfered with, (iii) the Lessor would not be subject to any mortgage, deed of trust, security deed or additional civil liability (other agreement encumbering than interest which the Leased Property Lessee agrees to pay) or any interest therein. Upon criminal liability for failure to pay any such Imposition or to comply with any such Legal Requirements or Insurance Requirements or any such other Lien, contract or agreement, and (iv) the request of Lessor, Lessee shall either have set aside on its books adequate reserves (ain accordance with generally accepted accounting principles) provide a bond or other assurance reasonably satisfactory to Lessor that all Claims which may be assessed against the Leased Property together with interest and penaltiesshall have furnished such security, if any, thereon as may be required in the proceedings or reasonably requested by the Lessor. The Lessee will be paidpay, or (b) deposit within and save the time otherwise required for payment with a bank or trust company as trustee upon terms reasonably satisfactory to Lessor, as security for the payment of such ClaimsOwner Trustee, money in an amount sufficient to pay U.S. Trust and the sameSecured Parties harmless against, together with interest all losses, judgments, decrees and penalties in connection therewithcosts, as to all Claims which may be assessed against or become a Claim on the Leased Propertyincluding attorneys' fees and expenses, or any part thereof, in said legal proceedings. Lessee shall furnish Lessor and any lender of Lessor with reasonable evidence of such deposit within five (5) days of the same. Lessor agrees to join in any such proceedings if the same be required legally to prosecute such contest of the validity of such Claims; provided, however, that Lessor shall not thereby be subjected to any liability or loss for the payment of any costs or expenses in connection with any proceedings brought by Lessee; such contest and Lessee covenants will, promptly after the determination of such contest, pay and discharge the amounts which shall be levied, assessed or imposed or determined to indemnify and save harmless Lessor from any such liabilitiesbe payable, lossestogether with all penalties, fines, interest, costs and expenses incurred in connection with such contest. All rights and indemnification obligations under this Section 11 and each other indemnification obligation in favor of the Lessor, the Owner Trustee, U.S. Trust and the Secured Parties under this Lease Agreement shall survive any termination of this Lease Agreement or expenses. Lessee shall be entitled to any refund of the lease of any Claims and such charges and penalties or interest thereon which have been paid by Lessee or paid by Lessor and for which Lessor has been fully reimbursed. In the event that Lessee fails to pay any Claims when due or to provide the security therefor as provided in this Section and diligently to prosecute any contest of the same, Lessor may, upon ten (10) days’ advance Notice to Lessee, and Lessee’s failure to correct the same within such ten (10) day period, pay such charges together with any interest and penalties and the same shall be repayable by Lessee to Lessor as Additional Charges at the next Payment Date provided for in this Lease; provided, however, that should Lessor reasonably determine that the giving of such Notice would risk loss to the Leased Property or cause damage to Lessor, then Lessor shall give such Notice as is practical under the circumstances. Lessor reserves the right to contest any of the Claims at its expense not pursued by Lessee. Lessor and Lessee agree to cooperate in coordinating the contest of any ClaimsNuclear Material hereunder.

Permitted Contests. Lessee shall have the right to contest Tenant, on its own or on Lessor’s behalf (or in Lessor’s name), but at Tenant’s expense, may contest, by appropriate legal proceedings conducted in good faith and with due diligence, the amount or validity or application, in whole or in part, of any Imposition to be paid by Lessee or any Legal Requirement or Insurance Requirement or any lien, attachment, levy, encumbrance, charge or claim (“Claims”) not otherwise permitted by ARTICLE XI, provided that (a) in the case of an unpaid Imposition, lien, attachment, levy, encumbrance, charge, or claim, the commencement and continuation of such proceedings shall suspend the collection thereof from Lessor and from the applicable Leased Property, (b) neither the applicable Leased Property nor any Rent therefrom nor any part thereof or interest therein would be reasonably likely to be in danger of being sold, forfeited, attached or lost, (c) in the case of a Legal Requirement, Lessor would not be in any immediate danger of criminal liability for failure to comply therewith pending the outcome of such proceedings and the contest provisions of Section 12.18.2 have been satisfied, (d) Tenant shall indemnify and hold harmless Lessor from and against any cost, claim, damage, penalty or reasonable expense, including reasonable attorneys’ fees, incurred by appropriate legal proceedings Lessor in good faith connection therewith or as a result thereof, (e) in the case of a Legal Requirement and/or Imposition, lien, encumbrance or charge, Tenant shall give such reasonable security as may be demanded by Lessor to insure ultimate payment of or compliance with the same and with due diligence (but to prevent any sale or forfeiture of the affected Leased Property or the Rent by reason of such non-payment or non-compliance, provided, however, the provisions of this ARTICLE XII shall not be deemed construed to permit Tenant to contest the payment of Rent (except as to contests concerning the method of computation or construed in the basis of levy of any way Imposition or the basis for the assertion of any other claim) or any other sums payable by Tenant to relieveLessor hereunder, modify or extend Lessee’s covenants to pay or its covenants to cause to be paid any such charges at the time and (f) in the manner as in this Section provided)case of an Insurance Requirement, on conditionthe coverage required by ARTICLE XIII shall be maintained, however, that and (g) if such legal proceedings shall not operate to relieve Lessee from its obligations hereunder and shall not cause the sale or risk the loss of any portion of the Leased Property, or any part thereof, or cause contest is resolved against Lessor or Lessee Tenant by a final unappealable determination, Tenant shall, as Additional Charges due hereunder, pay to be in default under any mortgage, deed of trust, security deed or other agreement encumbering the Leased Property or any interest therein. Upon appropriate payee the request of Lessor, Lessee shall either (a) provide a bond or other assurance reasonably satisfactory amount required to Lessor that all Claims which may be assessed against the Leased Property together with interest and penalties, if any, thereon will be paid, or (b) deposit within the time otherwise required for payment with a bank or trust company as trustee upon terms reasonably satisfactory to Lessor, as security for the payment of such Claims, money in an amount sufficient to pay the same, together with all interest and penalties in connection therewithaccrued thereon, within ten (10) days after such determination (or within such shorter period as to all Claims which may be assessed against required by the terms of such determination), and comply, within any cure period allowed therefor by the applicable agency or become a Claim on authority (or if no such cure period shall be allowed or specified by the Leased Propertyapplicable agency or authority, or any part thereofpromptly and diligently following the effective date of such determination and, in said legal proceedings. Lessee shall furnish Lessor and any lender event, prior to the final unappealable revocation of Lessor any license, permit, approval, certificate of need, certificate for reimbursement or other Authorization), with reasonable evidence the applicable Legal Requirement, Insurance Requirement, plan of such deposit within five (5) days correction or other remedial requirements of the same. Lessor agrees to join in any such proceedings if the same be required legally to prosecute such contest of the validity of such Claimsapplicable agency or authority; provided, however, that this subsection (g) is not intended, and shall not be construed, to afford Tenant any cure or grace period beyond the effective date of any final unappealable determination, unless and only to the extent that (i) such determination specifically conditions the imposition or taking effect of the adverse legal, regulatory or other consequences in issue upon Tenant’s failure to make a specified payment or to take specified compliance, curative or remedial action following the effective date of such determination or (ii) Tenant is proceeding diligently and in good faith to effect an assignment or sublet under Section 25.1.11 hereof and the applicable agency(ies) or authority(ies) is not enforcing such final order, pending consummation of such assignment or sublet. Lessor, at Tenant’s expense, shall execute and deliver to Tenant such authorizations and other documents as may reasonably be required in any such contest, and, if reasonably requested by Tenant or if Lessor so desires, Lessor shall not thereby be subjected to join as a party therein. Tenant shall indemnify and save Lessor harmless against any liability liability, cost or loss for the payment expense of any costs or expenses kind that may be imposed upon Lessor in connection with any proceedings brought by Lessee; such contest and Lessee covenants to indemnify and save harmless Lessor from any such liabilities, losses, costs or expenses. Lessee shall be entitled to any refund of any Claims and such charges and penalties or interest thereon which have been paid by Lessee or paid by Lessor and for which Lessor has been fully reimbursed. In the event that Lessee fails to pay any Claims when due or to provide the security therefor as provided in this Section and diligently to prosecute any contest of the same, Lessor may, upon ten (10) days’ advance Notice to Lessee, and Lessee’s failure to correct the same within such ten (10) day period, pay such charges together with any interest and penalties and the same shall be repayable by Lessee to Lessor as Additional Charges at the next Payment Date provided for in this Lease; provided, however, that should Lessor reasonably determine that the giving of such Notice would risk loss to the Leased Property or cause damage to Lessor, then Lessor shall give such Notice as is practical under the circumstances. Lessor reserves the right to contest any of the Claims at its expense not pursued by Lessee. Lessor and Lessee agree to cooperate in coordinating the contest of any Claimsresulting therefrom.

Permitted Contests. Lessee Tenant shall have the right to contest the amount or validity of any Imposition to be paid by Lessee or any Imposition, Legal Requirement or Requirement, Insurance Requirement or any Requirement, Environmental Obligation, lien, attachment, levy, encumbrance, charge or claim (collectively, “Claims”) not otherwise permitted by Section 12.1as to the Leased Property, by appropriate legal proceedings proceedings, conducted in good faith and with due diligence diligence, provided that (but this a) the foregoing shall not in no way be deemed construed as relieving, modifying or construed in any way to relieve, modify or extend Lesseeextending Tenant’s covenants obligation to pay (or its covenants to cause to be paid paid) any Claims as finally determined, (b) such charges at the time and in the manner as in this Section provided), on condition, however, that such legal proceedings shall not operate to relieve Lessee from its obligations hereunder and contest shall not cause the sale Landlord or risk the loss Tenant to be in default under any ground lease, mortgage or deed of any portion of trust encumbering the Leased Property, or any part thereofportion thereof (Landlord agreeing that any such ground lease, mortgage or cause Lessor or Lessee to be in default under any mortgage, deed of trust, security deed or other agreement encumbering trust shall permit Tenant to exercise the Leased Property rights granted pursuant to this Article 8) or any interest therein. Upon the request of Lessor, Lessee shall either (a) provide therein or result in or reasonably be expected to result in a bond or other assurance reasonably satisfactory lien attaching to Lessor that all Claims which may be assessed against the Leased Property together with interest and penalties, if any, thereon will be paid, or (b) deposit within the time otherwise required for payment with a bank or trust company as trustee upon terms reasonably satisfactory to Lessor, as security for the payment of such Claims, money in an amount sufficient to pay the same, together with interest and penalties in connection therewith, as to all Claims which may be assessed against or become a Claim on the Leased Property, or any part portion thereof, in said legal proceedings. Lessee shall furnish Lessor and any lender of Lessor with reasonable evidence of such deposit within five (5c) days no part of the sameLeased Property nor any Rent therefrom shall be in any immediate danger of sale, forfeiture, attachment or loss, and (d) Tenant shall indemnify and hold harmless Landlord from and against any cost, claim, damage, penalty or reasonable expense, including reasonable attorneys’ fees, incurred by Landlord in connection therewith or as a result thereof. Lessor Landlord agrees to join in any such proceedings if the same be required legally to prosecute such contest of the validity of such Claims; providedcontest, however, provided that Lessor Landlord shall not thereby be subjected to any liability or loss therefor (including, without limitation, for the payment of any costs or expenses in connection therewith) unless Tenant agrees by agreement in form and substance reasonably satisfactory to Landlord, to assume and indemnify Landlord with any proceedings brought by Lessee; and Lessee covenants respect to indemnify and save harmless Lessor from any such liabilities, losses, costs or expensesthe same. Lessee Tenant shall be entitled to any refund of any Claims and such charges and penalties or interest thereon which have been paid by Lessee Tenant or paid by Lessor and for which Lessor Landlord to the extent that Landlord has been fully reimbursedreimbursed by Tenant. In the event that Lessee fails If Tenant shall fail (x) to pay or cause to be paid any Claims when due or finally determined, (y) to provide the reasonable security therefor as provided in this Section and diligently or (z) to prosecute or cause to be prosecuted any such contest of the samediligently and in good faith, Lessor Landlord may, upon ten reasonable notice to Tenant (10) days’ advance Notice to Lessee, and Lessee’s failure to correct the same within such ten (10) day period, pay such charges together with any interest and penalties and the same which notice shall not be repayable by Lessee to Lessor as Additional Charges at the next Payment Date provided for in this Lease; provided, however, that should Lessor required if Landlord shall reasonably determine that the giving of same is not practicable), pay such Notice would risk loss to the Leased Property or cause damage to Lessorcharges, then Lessor together with interest and penalties due with respect thereto, and Tenant shall give such Notice reimburse Landlord therefor, upon demand, as is practical under the circumstances. Lessor reserves the right to contest any of the Claims at its expense not pursued by Lessee. Lessor and Lessee agree to cooperate in coordinating the contest of any ClaimsAdditional Charges.

Permitted Contests. Lessee Manager shall have the right to contest the amount or validity of any Imposition to be paid by Lessee or any Imposition, Legal Requirement or Requirement, Insurance Requirement or any Requirement, lien, attachment, levy, encumbrance, charge or claim (collectively, “Claims”) not otherwise permitted by Section 12.1as to the Hotel, by appropriate legal proceedings proceedings, conducted in good faith and with due diligence diligence, provided that (but this shall not be deemed or construed in any way to relieve, modify or extend Lessee’s covenants to pay or its covenants to cause to be paid any a) such charges at the time and in the manner as in this Section provided), on condition, however, that such legal proceedings shall not operate to relieve Lessee from its obligations hereunder and contest shall not cause the sale Landlord or risk the loss of any portion of the Leased Property, or any part thereof, or cause Lessor or Lessee Owner to be in default under any mortgageMortgage or reasonably be expected to result in a lien attaching to the Hotel, deed unless such lien is fully bonded or otherwise secured to the reasonable satisfaction of trustLandlord, security deed or other agreement encumbering the Leased Property or any interest therein. Upon the request of Lessor, Lessee shall either (a) provide a bond or other assurance reasonably satisfactory to Lessor that all Claims which may be assessed against the Leased Property together with interest and penalties, if any, thereon will be paid, or (b) deposit within no part of the time otherwise required for payment with a bank Hotel nor any Gross Revenues therefrom shall be in any immediate danger of sale, forfeiture, attachment or trust company as trustee upon terms reasonably satisfactory to Lessorloss, as security for the payment of such Claimsand (c) Manager shall indemnify and hold harmless Owner and Landlord from and against any cost, money in an amount sufficient to pay the sameclaim, together with interest and penalties damage, penalty or reasonable expense, including reasonable attorneys’ fees, incurred by Owner or Landlord in connection therewiththerewith or as a result thereof. Owner and Landlord shall sign all required applications and otherwise cooperate with Manager in expediting the matter, as to all Claims which may be assessed against or become a Claim on the Leased Property, or any part thereof, in said legal proceedings. Lessee provided that neither Owner nor Landlord shall furnish Lessor and any lender of Lessor with reasonable evidence of such deposit within five (5) days of the same. Lessor agrees to join in any such proceedings if the same be required legally to prosecute such contest of the validity of such Claims; provided, however, that Lessor shall not thereby be subjected to any liability or loss therefor (including, without limitation, for the payment of any costs or expenses in connection with any proceedings brought by Lessee; therewith), and Lessee covenants to indemnify and save harmless Lessor from any such liabilities, losses, costs or expenses. Lessee expenses incurred in connection therewith shall be entitled paid as a Deduction. Landlord shall agree to join in any such proceedings if required legally to prosecute such contest, provided that Landlord shall not thereby be subjected to any liability therefor (including, without limitation, for the payment of any costs or expenses in connection therewith) and Manager agrees by agreement in form and substance reasonably satisfactory to Landlord, to assume and indemnify Landlord. Any amounts paid under any such indemnity of Manager to Owner or Landlord shall be a Deduction. Any refund of any Claims and such charges and penalties or interest thereon which have been paid by Lessee or paid by Lessor and for which Lessor has been fully reimbursed. In the event that Lessee fails to pay any Claims when due or to provide the security therefor as provided in this Section and diligently to prosecute any contest of the same, Lessor may, upon ten (10) days’ advance Notice to Lessee, and Lessee’s failure to correct the same within such ten (10) day period, pay such charges together with any interest and penalties and the same shall be repayable by Lessee paid to Lessor as Additional Charges at the next Payment Date provided for Manager and included in this Lease; provided, however, that should Lessor reasonably determine that the giving of such Notice would risk loss to the Leased Property or cause damage to Lessor, then Lessor shall give such Notice as is practical under the circumstances. Lessor reserves the right to contest any of the Claims at its expense not pursued by Lessee. Lessor and Lessee agree to cooperate in coordinating the contest of any ClaimsGross Revenues.

Permitted Contests. Lessee Tenant, or Manager at Tenant’s direction, shall have the right to contest the amount or validity of any Imposition to be paid by Lessee or any Imposition, Legal Requirement or Requirement, Insurance Requirement or any Requirement, lien, attachment, levy, encumbrance, charge charge, or claim (collectively, “Claims”) not otherwise permitted by Section 12.1as to the Leased Property, by appropriate legal proceedings proceedings, conducted in good faith and with due diligence diligence; provided, that (but this a) the foregoing shall not in no way be deemed construed as relieving, modifying, or construed in any way to relieve, modify or extend Lesseeextending Tenant’s covenants obligation to pay or its covenants to cause any Claims required hereunder to be paid any by Tenant as finally determined, (b) such charges at the time and in the manner as in this Section provided), on condition, however, that such legal proceedings shall not operate to relieve Lessee from its obligations hereunder and contest shall not cause the sale Landlord or risk the loss of any portion of the Leased Property, or any part thereof, or cause Lessor or Lessee Tenant to be in default under any mortgage, deed of trust, security deed or other agreement encumbering the Leased Property or any interest therein. Upon the request part thereof (Landlord agreeing that any such mortgage, deed of Lessortrust, Lessee shall either (a) provide a bond or other assurance reasonably satisfactory agreement shall permit Tenant to Lessor that all Claims which may be assessed against exercise the Leased Property together with rights granted pursuant to this Article 8) or any interest and penalties, if any, thereon will be paid, therein or (b) deposit within the time otherwise required for payment with result in a bank or trust company as trustee upon terms reasonably satisfactory lien attaching to Lessor, as security for the payment of such Claims, money in an amount sufficient to pay the same, together with interest and penalties in connection therewith, as to all Claims which may be assessed against or become a Claim on the Leased Property, unless such lien is fully bonded or any is otherwise secured to the reasonable satisfaction of Landlord, (c) no part thereof, in said legal proceedings. Lessee shall furnish Lessor and any lender of Lessor with reasonable evidence of such deposit within five (5) days of the sameLeased Property nor any Rent therefrom shall be in any immediate danger of sale, forfeiture, attachment, or loss, and (d) Tenant hereby indemnifies and holds harmless Landlord from and against any cost, claim, damage, penalty, or reasonable expense, including, without limitation, reasonable attorneys’ fees, incurred by Landlord in connection therewith or as a result thereof. Lessor Landlord agrees to join in any such proceedings if the same be required legally to prosecute such contest of the validity of such Claimscontest; provided, however, that Lessor Landlord shall not thereby be subjected to any liability or loss therefor (including, without limitation, for the payment of any costs or expenses in connection therewith) unless Tenant agrees to assume and indemnify Landlord with any proceedings brought by Lessee; and Lessee covenants respect to indemnify and save harmless Lessor from any such liabilitiesthe same. Tenant or Manager, lossesas applicable, costs or expenses. Lessee shall be entitled to any refund of any Claims and such charges and penalties or interest thereon which have been paid by Lessee Tenant or paid by Lessor and for which Lessor Landlord to the extent that Landlord has been fully reimbursedreimbursed by Tenant. In the event that Lessee fails If Tenant shall fail to pay or cause to be paid any Claims when due finally determined, to provide reasonable security therefor, or to provide the security therefor as provided prosecute or cause to be prosecuted any such contest diligently and in this Section and diligently to prosecute any contest of the samegood faith, Lessor then Landlord may, upon ten (10) days’ advance Notice to Lessee, and Lessee’s failure to correct the same within such ten (10) day periodTenant, pay such charges charges, together with any interest and penalties due with respect thereto, and the same Tenant shall be repayable by Lessee to Lessor reimburse Landlord therefor, upon demand, as Additional Charges at the next Payment Date provided for in this Lease; provided, however, that should Lessor reasonably determine that the giving of such Notice would risk loss to the Leased Property or cause damage to Lessor, then Lessor shall give such Notice as is practical under the circumstances. Lessor reserves the right to contest any of the Claims at its expense not pursued by Lessee. Lessor and Lessee agree to cooperate in coordinating the contest of any ClaimsCharges.

Permitted Contests. Lessee Tenant shall have the right to contest the amount or validity of any Imposition to be paid by Lessee or any Imposition, Legal Requirement or Requirement, Insurance Requirement or any Requirement, Environmental Obligation, lien, attachment, levy, encumbrance, charge or claim (“collectively, "Claims”") not otherwise permitted by Section 12.1as to the Leased Property, by appropriate legal proceedings proceedings, conducted in good faith and with due diligence diligence, provided that (but this a) the foregoing shall not in no way be deemed construed as relieving, modifying or construed in any way to relieve, modify or extend Lessee’s covenants extending Tenant's obligation to pay or its covenants to cause to be paid any Claims as finally determined, (b) such charges at the time and in the manner as in this Section provided), on condition, however, that such legal proceedings shall not operate to relieve Lessee from its obligations hereunder and contest shall not cause the sale Landlord or risk the loss of any portion of the Leased Property, or any part thereof, or cause Lessor or Lessee Tenant to be in default under any mortgage, mortgage or deed of trust, security deed or other agreement trust encumbering the Leased Property (Landlord agreeing that any such mortgage or deed of trust shall permit Tenant to exercise the rights granted pursuant to this Article 8) or any interest therein. Upon therein or result in or reasonably be expected to result in a lien attaching to the request of Lessor, Lessee Leased Property (unless Tenant shall either (a) provide Landlord with a bond or other assurance reasonably satisfactory acceptable to Lessor that all Claims which may be assessed against Landlord with respect to any such lien), (c) no part of the Leased Property together with interest nor any Rent therefrom shall be in any immediate danger of sale, forfeiture, attachment or loss, and penalties(d) Tenant shall indemnify and hold harmless Landlord from and against any cost, if anyclaim, thereon will be paiddamage, penalty or (b) deposit within the time otherwise required for payment with a bank or trust company as trustee upon terms reasonably satisfactory to Lessorreasonable expense, as security for the payment of such Claimsincluding reasonable attorneys' fees, money in an amount sufficient to pay the same, together with interest and penalties incurred by Landlord in connection therewith, therewith or as to all Claims which may be assessed against or become a Claim on the Leased Property, or any part result thereof, in said legal proceedings. Lessee shall furnish Lessor and any lender of Lessor with reasonable evidence of such deposit within five (5) days of the same. Lessor Landlord agrees to join in any such proceedings if the same be required legally to prosecute such contest of the validity of such Claims; providedcontest, however, provided that Lessor Landlord shall not thereby be subjected to any liability or loss therefor (including, without limitation, for the payment of any costs or expenses in connection therewith) unless Tenant agrees by agreement in form and substance reasonably satisfactory to Landlord, to assume and indemnify Landlord with any proceedings brought by Lessee; and Lessee covenants respect to indemnify and save harmless Lessor from any such liabilities, losses, costs or expensesthe same. Lessee Tenant shall be entitled to any refund of any Claims and such charges and penalties or interest thereon which have been paid by Lessee Tenant or paid by Lessor and for which Lessor Landlord to the extent that Landlord has been fully reimbursedreimbursed by Tenant. In the event that Lessee fails If Tenant shall fail (x) to pay or cause to be paid any Claims when due or finally determined, (y) to provide the reasonable security therefor as provided in this Section and diligently or (z) to prosecute or cause to be prosecuted any such contest of the samediligently and in good faith, Lessor Landlord may, upon ten reasonable notice to Tenant (10) days’ advance Notice to Lessee, and Lessee’s failure to correct the same within such ten (10) day period, pay such charges together with any interest and penalties and the same which notice shall not be repayable by Lessee to Lessor as Additional Charges at the next Payment Date provided for in this Lease; provided, however, that should Lessor required if Landlord shall reasonably determine that the giving of same is not practicable), pay such Notice would risk loss to the Leased Property or cause damage to Lessorcharges, then Lessor together with interest and penalties due with respect thereto, and Tenant shall give such Notice reimburse Landlord therefor, upon demand, as is practical under the circumstances. Lessor reserves the right to contest any of the Claims at its expense not pursued by Lessee. Lessor and Lessee agree to cooperate in coordinating the contest of any ClaimsAdditional Charges.

Permitted Contests. Lessee (a) So long as no Event of Default has occurred and is continuing, after prior written notice to Landlord, Tenant shall not be required to (i) pay any Imposition, (ii) comply with any Legal Requirement, (iii) discharge or remove any Lien referred to in Paragraph 9 or 12, or (iv) take any action with respect to any violation referred to in Paragraph 11(b) so long as Tenant shall contest, in good faith and at its expense, the existence, the amount or the validity thereof, the amount of the damages caused thereby, or the extent of its or Landlord’s liability therefor, by appropriate proceedings which shall operate during the pendency thereof to prevent (A) the collection of, or other realization upon, the Imposition or Lien so contested, (B) the sale, forfeiture or loss of any of the Leased Premises, any Basic Rent or any Additional Rent to satisfy the same or to pay any damages caused by the violation of any such Legal Requirement or by any such violation, (C) any interference with the use or occupancy of any of the Leased Premises, (D) any interference with the payment of any Basic Rent or any Additional Rent, and (E) the cancellation of any insurance policy. Landlord may participate in any such contest or, if requested by Xxxxxx, shall reasonably cooperate with Tenant in connection with any such contest at Xxxxxx’s sole cost and expense. (b) In no event shall Tenant pursue any contest with respect to any Imposition, Legal Requirement, Lien, or violation, referred to above in such manner that exposes Landlord or any Lender to (i) criminal liability, penalty or sanction, (ii) any civil liability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlord and Lenders (which may include the requirement to post a bond therefor from a creditworthy surety) or (iii) defeasance of its interest (including the subordination of the Lien of the Mortgage to a Lien to which such Mortgage is not otherwise subordinate prior to such contest) in the Leased Premises. (c) Xxxxxx agrees that each such contest shall be promptly and diligently prosecuted to a final conclusion, except that Xxxxxx shall have the right to attempt to settle or compromise such contest the amount or validity of any Imposition to be paid through negotiations. If requested by Lessee or any Legal Requirement or Insurance Requirement or any lienLandlord, attachmentTenant shall deliver a bond, levy, encumbrance, charge or claim (“Claims”) not otherwise permitted by Section 12.1, by appropriate legal proceedings in good faith and with due diligence (but this shall not be deemed or construed in any way to relieve, modify or extend Lessee’s covenants to pay or its covenants to cause to be paid any such charges at the time and in the manner as in this Section provided), on condition, however, that such legal proceedings shall not operate to relieve Lessee from its obligations hereunder and shall not cause the sale or risk the loss of any portion of the Leased Property, or any part thereof, or cause Lessor or Lessee to be in default under any mortgage, deed of trust, security deed cash collateral or other agreement encumbering the Leased Property or any interest therein. Upon the request of Lessor, Lessee shall either (a) provide a bond or other assurance reasonably satisfactory to Lessor that all Claims which may be assessed against the Leased Property together with interest and penalties, if any, thereon will be paid, or (b) deposit within the time otherwise required for payment with a bank or trust company as trustee upon terms reasonably satisfactory to Lessor, as security for the payment of such Claims, money surety in an amount sufficient to discharge any Lien of record related to such contest during the pendency thereof. Tenant shall pay and save each Lender and Landlord harmless against any and all losses, judgments, decrees and costs (including all reasonable attorneys’ fees and expenses) in connection with any such contest and shall, promptly after the samefinal determination of such contest, together with interest fully pay and penalties discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, as to together with all Claims which may be assessed against penalties, fines, interest, costs and expenses thereof or become a Claim on the Leased Property, or any part thereof, in said legal proceedings. Lessee shall furnish Lessor and any lender of Lessor with reasonable evidence of such deposit within five (5) days of the same. Lessor agrees to join in any such proceedings if the same be required legally to prosecute such contest of the validity of such Claims; provided, however, that Lessor shall not thereby be subjected to any liability or loss for the payment of any costs or expenses in connection with any proceedings brought by Lessee; therewith, and Lessee covenants to indemnify and save harmless Lessor from any such liabilities, losses, costs or expenses. Lessee perform all acts the performance of which shall be entitled to any refund of any Claims and such charges and penalties ordered or interest thereon which have been paid by Lessee or paid by Lessor and for which Lessor has been fully reimbursed. In the event that Lessee fails to pay any Claims when due or to provide the security therefor decreed as provided in this Section and diligently to prosecute any contest of the same, Lessor may, upon ten (10) days’ advance Notice to Lessee, and Lessee’s failure to correct the same within such ten (10) day period, pay such charges together with any interest and penalties and the same shall be repayable by Lessee to Lessor as Additional Charges at the next Payment Date provided for in this Lease; provided, however, that should Lessor reasonably determine that the giving of such Notice would risk loss to the Leased Property or cause damage to Lessor, then Lessor shall give such Notice as is practical under the circumstances. Lessor reserves the right to contest any of the Claims at its expense not pursued by Lessee. Lessor and Lessee agree to cooperate in coordinating the contest of any Claimsa result thereof.

Permitted Contests. Lessee shall have the right to contest Tenant, on its own or on Landlord's behalf ------------------- (or in Landlord's name), but at Tenant's expense, may contest, by appropriate legal proceedings conducted in good faith and with due diligence, the amount or validity or application, in whole or in part, of any Imposition to be paid by Lessee or any Legal Requirement legal requirement or Insurance Requirement insurance requirement or any lien, attachment, levy, encumbrance, charge or claim provided that: (“Claims”a) not otherwise permitted by Section 12.1in the case of an unpaid Imposition, by appropriate lien, attachment, levy, encumbrance, charge or claim, the commencement and continuation of such proceedings shall suspend the collection thereof from Landlord and from the subject Leased Property; (b) neither the subject Leased Property nor any Rent therefrom nor any part thereof or interest therein would be in any immediate danger of being sold, forfeited, attached or lost; (c) in the case of a legal proceedings in good faith and with due diligence (but this shall requirement, Landlord would not be deemed or construed in any way immediate danger of civil or criminal liability for failure to relieve, modify or extend Lessee’s covenants to pay or its covenants to cause to be paid comply therewith pending the outcome of such proceedings; (d) in the event that any such charges at contest shall involve a sum of money or potential loss in excess of Twenty Five Thousand Dollars ($25,000), Tenant shall deliver to Landlord and its counsel an opinion of Tenant's counsel to the time effect set forth in clauses (a), (b) and (c), to the extent applicable; (e) in the manner case of a legal requirement and/or an Imposition, lien, encumbrance, or charge, Tenant shall give such reasonable security as in this Section provided), on condition, however, that such legal proceedings shall not operate may be demanded by Landlord to relieve Lessee from its obligations hereunder insure ultimate payment of the same and shall not cause the to prevent any sale or risk the loss forfeiture of any portion of the Leased Property, or any part thereof, or cause Lessor or Lessee to be in default under any mortgage, deed of trust, security deed or other agreement encumbering the a subject Leased Property or any interest therein. Upon the request of Lessor, Lessee shall either (a) provide a bond or other assurance reasonably satisfactory to Lessor that all Claims which may be assessed against the Leased Property together with interest and penalties, if any, thereon will be paid, or (b) deposit within the time otherwise required for payment with a bank or trust company as trustee upon terms reasonably satisfactory to Lessor, as security for the payment Rent in respect thereof by reason of such Claims, money in an amount sufficient to pay the same, together with interest and penalties in connection therewith, as to all Claims which may be assessed against nonpayment or become a Claim on the Leased Property, or any part thereof, in said legal proceedings. Lessee shall furnish Lessor and any lender of Lessor with reasonable evidence of such deposit within five (5) days of the same. Lessor agrees to join in any such proceedings if the same be required legally to prosecute such contest of the validity of such Claimsnoncompliance; provided, however, that Lessor the provisions of this Section shall not thereby be subjected construed to any liability or loss for permit Tenant to contest the payment of Rent (except as to contests concerning the method of computation or the basis of levy of any Imposition or the basis for the assertion of any other claim) or any other sums payable by Tenant to Landlord hereunder; (f) in the case of an insurance requirement, the coverage required by Article IV shall be maintained; and (g) if such contest be finally resolved against Landlord or Tenant, Tenant shall, as Additional Rent due hereunder, promptly pay the amount required to be paid, together with all interest and penalties accrued thereon, or comply with the applicable legal requirement or insurance requirement. Landlord, at Tenant's expense, shall execute and deliver to Tenant such authorizations and other documents as may be reasonably required in any such contest, and, if reasonably requested by Tenant or if Landlord so desires, Landlord shall join as a party therein. Tenant hereby agrees to indemnify and hold harmless Landlord, its officers, trustees, employees, shareholders, affiliates and agents from and against any and all demands, claims, causes of action, fines, penalties, damages (including punitive and consequential damages), losses, liabilities (including strict liability), judgments, costs or and expenses (including, without limitation, attorneys' fees, court costs, and the costs set forth in Section 9.06) that may be incurred in connection with any proceedings brought by Lessee; and Lessee covenants to indemnify and save harmless Lessor or arise from any such liabilities, losses, costs or expenses. Lessee shall be entitled to any refund of any Claims and such charges and penalties or interest thereon which have been paid by Lessee or paid by Lessor and for which Lessor has been fully reimbursed. In the event that Lessee fails to pay any Claims when due or to provide the security therefor as provided in this Section and diligently to prosecute any contest of the same, Lessor may, upon ten (10) days’ advance Notice to Lessee, and Lessee’s failure to correct the same within such ten (10) day period, pay such charges together with any interest and penalties and the same shall be repayable by Lessee to Lessor as Additional Charges at the next Payment Date provided for in this Lease; provided, however, that should Lessor reasonably determine that the giving of such Notice would risk loss to the Leased Property or cause damage to Lessor, then Lessor shall give such Notice as is practical under the circumstances. Lessor reserves the right to contest any of the Claims at its expense not pursued by Lessee. Lessor and Lessee agree to cooperate in coordinating the contest of any Claimscontest.

Permitted Contests. Lessee shall have the right to contest the amount or validity of any Imposition to be paid by Lessee or any Legal Requirement or Insurance Requirement or any lien, attachment, levy, encumbrance, charge or claim (“any such Imposition, Legal Requirement, lien, attachment, levy, encumbrance, charge or claim herein referred to as "Claims”") not otherwise permitted by Section 12.1Article 11, by appropriate legal proceedings in good faith and with due diligence (but this shall not be deemed or construed in any way to relieve, modify or extend Lessee’s 's covenants to pay or its covenants to cause to be paid any such charges at the time and in the manner as in this Section Article provided), on condition, however, that such legal proceedings shall not operate to relieve Lessee from its obligations hereunder and shall not cause the sale or risk the loss of any portion of the Leased Property, or any part thereof, or cause Lessor or Lessee to be in default under any mortgage, deed of trust, security deed or other agreement encumbering the Leased Property or any interest therein. Upon the request of Lessor, Lessee shall either (a) provide a bond or other assurance reasonably satisfactory to Lessor that all Claims which may be assessed against the Leased Property together with interest and penalties, if any, thereon and legal fees anticipated to be incurred in connection therewith will be paid, or (b) deposit within the time otherwise required for payment with a bank or trust company as trustee upon terms reasonably satisfactory to Lessor, as security for the payment of such Claims, money in an amount sufficient to pay the same, together with interest and penalties thereon and legal fees anticipated to be incurred in connection therewith, as to all Claims which may be assessed against or become a Claim on the Leased Property, or any part thereof, in said legal proceedings. Lessee shall furnish Lessor and any lender of Lessor with reasonable evidence of such deposit within five (5) days of the same. Lessor agrees to join in any such proceedings if the same be required to legally to prosecute such contest of the validity of such Claims; provided, however, that Lessor shall not thereby be subjected to any liability or loss for the payment of any costs or expenses in connection with any proceedings brought by Lessee; and Lessee covenants to indemnify and save harmless Lessor from any such liabilities, losses, costs or expenses. Lessee shall be entitled to any refund of any Claims and such charges and penalties or interest thereon which have been paid by Lessee or paid by Lessor and for which Lessor has been fully reimbursed. In the event that Lessee fails to pay any Claims when due or to provide the security therefor as provided in this Section paragraph and to diligently to prosecute any contest of the same, Lessor may, upon ten (10) days’ days advance Notice to Lessee, and Lessee’s failure to correct the same within such ten (10) day period, pay such charges together with any interest and penalties and the same shall be repayable by Lessee to Lessor as Additional Charges at the next Payment Date provided for in this Lease; provided. Provided, however, that should Lessor reasonably determine that the giving of such Notice would risk loss to the Leased Property or cause damage to Lessor, then Lessor shall only give such Notice as is practical under the circumstances. Lessor reserves the right to contest any of the Claims at its expense not pursued by Lessee. Lessor and Lessee agree to cooperate in coordinating the contest of any Claims.

Permitted Contests. Lessee Lessee, on its own or on Lessor's behalf or in Lessor's name, but at Lessee's sole cost and expense, shall have the right to contest contest, by an appropriate legal proceeding conducted in good faith and with due diligence, the amount or validity of any Imposition levy or assessment of Taxes provided (a) prior notice of such contest is given to be paid by Lessee or any Legal Requirement or Insurance Requirement or any lienLessor, attachment, levy, encumbrance, charge or claim (“Claims”b) not otherwise permitted by Section 12.1, by appropriate legal proceedings in good faith and with due diligence (but this shall the Aircraft would not be deemed or construed in any way danger of being sold, forfeited or attached as a result of such contest, and there is no risk to relieve, modify Lessor of a loss of or extend Lessee’s covenants to pay or its covenants to cause to be paid any such charges at the time and interruption in the manner as payment of Rent, (c) in this Section provided)the case of unpaid Taxes, on conditioncollection thereof is suspended during the pendency of such contest, however, that and (d) compliance may legally be delayed pending such legal proceedings shall not operate to relieve Lessee from its obligations hereunder and shall not cause the sale or risk the loss of any portion of the Leased Property, or any part thereof, or cause Lessor or Lessee to be in default under any mortgage, deed of trust, security deed or other agreement encumbering the Leased Property or any interest thereincontest. Upon the request of Lessor, Lessee shall either (a) provide a bond deposit funds or assure Lessor in some other assurance manner reasonably satisfactory to Lessor that all Claims which may be assessed against the Leased Property Taxes, together with interest and penalties, if any, thereon thereon, and any and all costs for which Lessee is responsible will be paid, or (b) deposit within paid if and when required upon the time otherwise required for payment with a bank or trust company as trustee upon terms reasonably satisfactory to Lessor, as security for the payment conclusion of such Claims, money in an amount sufficient to pay the same, together with interest and penalties in connection therewith, as to all Claims which may be assessed against or become a Claim on the Leased Property, or any part thereof, in said legal proceedingscontest. Lessee shall furnish Lessor and any lender of Lessor with reasonable evidence of such deposit within five (5) days of the same. Lessor agrees to join in any such proceedings if the same be required legally to prosecute such contest of the validity of such Claims; provideddefend, however, that Lessor shall not thereby be subjected to any liability or loss for the payment of any costs or expenses in connection with any proceedings brought by Lessee; and Lessee covenants to indemnify and save harmless Lessor from all costs or expenses arising out of or in connection with any such liabilitiescontest, losses, costs including but not limited to payment of Taxes and attorneys' fees. If at any time Lessor reasonably determines that payment of the Taxes contested by Lessee is necessary in order to prevent loss of the Aircraft or expenses. Lessee shall be entitled to any refund of any Claims and such charges and Rent or civil or criminal penalties or interest thereon which have been paid by Lessee or paid by Lessor and for which Lessor has been fully reimbursed. In the event that Lessee fails to pay any Claims when due or to provide the security therefor as provided in this Section and diligently to prosecute any contest of the same, Lessor mayother damage, upon ten (10) days’ advance Notice such prior notice to Lessee, and Lessee’s failure to correct Lessee as is reasonable in the same within such ten (10) day period, circumstances Lessor may pay such charges together with any interest and penalties and the same shall be repayable by Lessee amount or take such other action as it may deem necessary to Lessor as Additional Charges at the next Payment Date provided for in this Lease; providedprevent such loss or damage. If reasonably necessary, however, that should Lessor reasonably determine that the giving of such Notice would risk loss to the Leased Property or cause damage to upon Lessee's written request Lessor, then at Lessee's expense, shall cooperate with Lessee in a permitted contest, provided Lessee upon demand reimburses Lessor shall give for Lessor's costs incurred in cooperating with Lessee in such Notice as is practical under the circumstances. Lessor reserves the right to contest any of the Claims at its expense not pursued by Lessee. Lessor and Lessee agree to cooperate in coordinating the contest of any Claimscontest.

Permitted Contests. Lessee Manager shall have the right to contest the amount or validity of any Imposition to be paid by Lessee or any Imposition, Legal Requirement or Requirement, Insurance Requirement or any Requirement, lien, attachment, levy, encumbrance, charge or claim (collectively, “Claims”) not otherwise permitted by Section 12.1as to any Hotel, by appropriate legal proceedings proceedings, conducted in good faith and with due diligence diligence, provided that (but this shall not be deemed or construed in any way to relieve, modify or extend Lessee’s covenants to pay or its covenants to cause to be paid any a) such charges at the time and in the manner as in this Section provided), on condition, however, that such legal proceedings shall not operate to relieve Lessee from its obligations hereunder and contest shall not cause the sale Landlord or risk the loss of any portion of the Leased Property, or any part thereof, or cause Lessor or Lessee Tenant to be in default under any mortgageQualified Mortgage or reasonably be expected to result in a lien attaching to such Hotel, deed unless such lien is fully bonded or otherwise secured to the reasonable satisfaction of trustLandlord, security deed or other agreement encumbering the Leased Property or any interest therein. Upon the request of Lessor, Lessee shall either (a) provide a bond or other assurance reasonably satisfactory to Lessor that all Claims which may be assessed against the Leased Property together with interest and penalties, if any, thereon will be paid, or (b) deposit within the time otherwise required for payment with no part of a bank Hotel nor any Gross Revenues therefrom shall be in any immediate danger of sale, forfeiture, attachment or trust company as trustee upon terms reasonably satisfactory to Lessorloss, as security for the payment of such Claimsand (c) Manager shall indemnify and hold harmless Tenant and Landlord from and against any cost, money in an amount sufficient to pay the sameclaim, together with interest and penalties damage, penalty or reasonable expense, including reasonable attorneys’ fees, incurred by Tenant or Landlord in connection therewith, therewith or as to all Claims which may be assessed against or become a Claim on the Leased Property, or any part result thereof, in said legal proceedings. Lessee shall furnish Lessor and any lender of Lessor with reasonable evidence of such deposit within five (5) days of the same. Lessor Tenant agrees to join sign all required applications and otherwise cooperate with Manager in any such proceedings if expediting the same be required legally to prosecute such contest of the validity of such Claims; providedmatter, however, provided that Lessor Tenant shall not thereby be subjected to any liability or loss therefor (including, without limitation, for the payment of any costs or expenses in connection with any proceedings brought by Lessee; therewith), and Lessee covenants to indemnify and save harmless Lessor from any such liabilities, losses, costs or expenses. Lessee expenses incurred in connection therewith shall be entitled paid as a Deduction with respect to the applicable Hotel. Landlord shall, in the Owner Agreement, agree to join in any such proceedings if required legally to prosecute such contest, provided that Landlord shall not thereby be subjected to any liability therefor (including, without limitation, for the payment of any costs or expenses in connection therewith) and Manager agrees by agreement in form and substance reasonably satisfactory to Landlord, to assume and indemnify Landlord with respect to the same. Any amounts paid under any such indemnity of Manager to Tenant or Landlord shall be a Deduction with respect to such Hotel. Any refund of any Claims and such charges and penalties or interest thereon which have been paid by Lessee or paid by Lessor and for which Lessor has been fully reimbursed. In the event that Lessee fails to pay any Claims when due or to provide the security therefor as provided in this Section and diligently to prosecute any contest of the same, Lessor may, upon ten (10) days’ advance Notice to Lessee, and Lessee’s failure to correct the same within such ten (10) day period, pay such charges together with any interest and penalties and the same amount shall be repayable by Lessee paid to Lessor as Additional Charges at the next Payment Date provided for Manager and included in this Lease; provided, however, that should Lessor reasonably determine that the giving Gross Revenues of such Notice would risk loss to the Leased Property or cause damage to Lessor, then Lessor shall give such Notice as is practical under the circumstances. Lessor reserves the right to contest any of the Claims at its expense not pursued by Lessee. Lessor and Lessee agree to cooperate in coordinating the contest of any ClaimsHotel.

Permitted Contests. Lessee (a) So long as no Event of Default has occurred and is continuing, after prior written notice to Landlord, Tenant shall not be required to (i) pay any Imposition, (ii) comply with any Legal Requirement, (iii) discharge or remove any lien referred to in Paragraph 9 or 12, or (iv) take any action with respect to any violation referred to in Paragraph 11(b) so long as Tenant shall contest, in good faith and at its expense, the existence, the amount or the validity thereof, the amount of the damages caused thereby, or the extent of its or Landlord’s liability therefor, by appropriate proceedings which shall operate during the pendency thereof to prevent (A) the collection of, or other realization upon, the Imposition or lien so contested, (B) the sale, forfeiture or loss of any Leased Property, any Basic Rent or any Additional Rent to satisfy the same or to pay any damages caused by the violation of any such Legal Requirement or by any such violation, (C) any interference with the use or occupancy of any Leased Property, (D) any interference with the payment of any Basic Rent or any Additional Rent, and (E) the cancellation of any fire or other insurance policy. So long as no Event of Default has occurred and is continuing, Tenant shall control any such contest proceeding and Landlord shall reasonably cooperate with Tenant (including, without limitation, executing any documents reasonably required to be signed by Landlord in such contest proceeding, so long as such documents will not subject Landlord to any liability that is not indemnified against by Tenant hereunder and do not admit any liability on Landlord’s part) in connection with such contest, all at Tenant’s expense. So long as no Event of Default has occurred and is continuing, Landlord shall not settle any such contest without the prior written consent of Tenant, which consent shall not be unreasonably withheld. (b) In no event shall Tenant pursue any contest with respect to any Imposition, Legal Requirement, lien, or violation, referred to above in such manner that exposes Landlord or any Lender to (i) criminal liability, penalty or sanction, (ii) any civil liability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlord or (iii) defeasance of its interest (including the subordination of the lien of any Mortgage to a lien to which such Mortgage is not otherwise subordinate prior to such contest) in any Leased Property. (c) Tenant agrees that each such contest shall be promptly and diligently prosecuted to a final conclusion, except that Tenant shall have the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay and save each Lender and Landlord harmless against any and all losses, judgments, decrees and costs (including all reasonable attorneys’ fees and expenses) in connection with any such contest and shall, promptly after the amount final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or validity of any Imposition imposed or be determined to be paid by Lessee payable therein or any Legal Requirement or Insurance Requirement or any lien, attachment, levy, encumbrance, charge or claim (“Claims”) not otherwise permitted by Section 12.1, by appropriate legal proceedings in good faith and with due diligence (but this shall not be deemed or construed in any way to relieve, modify or extend Lessee’s covenants to pay or its covenants to cause to be paid any such charges at the time and in the manner as in this Section provided), on condition, however, that such legal proceedings shall not operate to relieve Lessee from its obligations hereunder and shall not cause the sale or risk the loss of any portion of the Leased Property, or any part thereof, or cause Lessor or Lessee to be in default under any mortgage, deed of trust, security deed or other agreement encumbering the Leased Property or any interest therein. Upon the request of Lessor, Lessee shall either (a) provide a bond or other assurance reasonably satisfactory to Lessor that all Claims which may be assessed against the Leased Property together with interest and penalties, if any, thereon will be paid, or (b) deposit within the time otherwise required for payment with a bank or trust company as trustee upon terms reasonably satisfactory to Lessor, as security for the payment of such Claims, money in an amount sufficient to pay the same, together with interest and penalties in connection therewith, as to together with all Claims which may be assessed against penalties, fines, interest, costs and expenses thereof or become a Claim on the Leased Property, or any part thereof, in said legal proceedings. Lessee shall furnish Lessor and any lender of Lessor with reasonable evidence of such deposit within five (5) days of the same. Lessor agrees to join in any such proceedings if the same be required legally to prosecute such contest of the validity of such Claims; provided, however, that Lessor shall not thereby be subjected to any liability or loss for the payment of any costs or expenses in connection with any proceedings brought by Lessee; therewith, and Lessee covenants to indemnify and save harmless Lessor from any such liabilities, losses, costs or expenses. Lessee perform all acts the performance of which shall be entitled to any refund of any Claims and such charges and penalties ordered or interest thereon which have been paid by Lessee or paid by Lessor and for which Lessor has been fully reimbursed. In the event that Lessee fails to pay any Claims when due or to provide the security therefor decreed as provided in this Section and diligently to prosecute any contest of the same, Lessor may, upon ten (10) days’ advance Notice to Lessee, and Lessee’s failure to correct the same within such ten (10) day period, pay such charges together with any interest and penalties and the same shall be repayable by Lessee to Lessor as Additional Charges at the next Payment Date provided for in this Lease; provided, however, that should Lessor reasonably determine that the giving of such Notice would risk loss to the Leased Property or cause damage to Lessor, then Lessor shall give such Notice as is practical under the circumstances. Lessor reserves the right to contest any of the Claims at its expense not pursued by Lessee. Lessor and Lessee agree to cooperate in coordinating the contest of any Claimsa result thereof.

Permitted Contests. Lessee shall have the right to contest the amount or validity of any Imposition to be paid by Lessee or any Legal Requirement or Insurance Requirement or any lien, attachment, levy, encumbrance, charge or claim (“Claims”) not otherwise permitted by Section 12.1Article XI, by appropriate legal proceedings in good faith and with due diligence (but this shall not be deemed or construed in any way to relieve, modify or extend Lessee’s covenants to pay or its covenants to cause to be paid any such charges at the time and in the manner as in this Section Article provided), on condition, however, that such legal proceedings shall not operate to relieve Lessee from its obligations hereunder and shall not cause the sale or risk the loss of any portion of the Leased Property, or any part thereof, or cause Lessor or Lessee to be in default under any mortgage, deed of trust, security deed or other agreement encumbering the Leased Property or any interest therein. Upon the request of Lessor, Lessee shall either (a) provide a bond or other assurance reasonably satisfactory to Lessor that all Claims which may be assessed against the Leased Property together with interest and penalties, if any, thereon will be paid, or (b) deposit within the time otherwise required for payment with a bank or trust company as trustee upon terms reasonably satisfactory to Lessor, as security for the payment of such Claims, money in an amount sufficient to pay the same, together with interest and penalties in connection therewith, as to all Claims which may be assessed against or become a Claim on the Leased Property, or any part thereof, in said legal proceedings. Lessee shall furnish Lessor and any lender of Lessor with reasonable evidence of such deposit within five (5) days of the same. Lessor agrees to join in any such proceedings at Lessee’s expense if the same be required to legally to prosecute such contest of the validity of such Claims; provided, however, that Lessor shall not thereby be subjected to any liability or loss for the payment of any costs or expenses in connection with any proceedings brought by Lessee; and Lessee covenants to indemnify and save harmless Lessor from any such liabilities, losses, costs or expenses. Lessee shall be entitled to any refund of any Claims and such charges and penalties or interest thereon which have been paid by Lessee or paid by Lessor and for which Lessor has been fully reimbursed. In the event that Lessee fails to pay any Claims when due or to provide the security therefor as provided in this Section paragraph and to diligently to prosecute any contest of the same, Lessor may, upon ten (10) days’ days advance Notice to Lessee, and Lessee’s failure to correct the same within such ten (10) day period, pay such charges together with any interest and penalties and the same shall be repayable by Lessee to Lessor as Additional Charges at the next Payment Date provided for in this Lease; provided. Provided, however, that should Lessor reasonably determine that the giving of such Notice would risk loss to the Leased Property or cause damage to Lessor, then Lessor shall give such Notice as is practical under the circumstances. Lessor reserves the right to contest any of the Claims at its expense not pursued by Lessee. Lessor and Lessee agree to cooperate in coordinating the contest of any Claimsclaims.

Permitted Contests. Lessee shall have the right to contest Tenant, on its own or on Landlord’s behalf (or in Landlord’s name), but at Tenant’s expense, may contest, by appropriate legal proceedings conducted in good faith and with due diligence, the amount or validity or application, in whole or in part, of any Imposition to be paid by Lessee or any Legal Requirement or Insurance Requirement insurance requirement or any lien, attachment, levy, encumbrance, charge or claim (“Claims”) not otherwise permitted by Section 12.1, by appropriate legal proceedings in good faith and with due diligence (but this shall not be deemed or construed in any way to relieve, modify or extend Lessee’s covenants to pay or its covenants to cause to be paid any such charges at the time and provided that [i] in the manner as in this Section provided)case of an unpaid Imposition, on conditionlien, howeverattachment, that levy, encumbrance, charge or claim, the commencement and continuation of such legal proceedings shall not operate to relieve Lessee suspend the collection thereof from its obligations hereunder Landlord and shall not cause the sale or risk the loss of any portion of from the Leased Property, or any part thereof, or cause Lessor or Lessee to be in default under any mortgage, deed of trust, security deed or other agreement encumbering ; [ii] neither the Leased Property nor any Rent therefrom nor any part thereof or interest therein would be in any interest therein. Upon immediate danger of being sold, forfeited, attached or lost; [iii] in the request case of Lessora Legal Requirement, Lessee Landlord would not be in any immediate danger of civil or criminal liability for failure to comply therewith pending the outcome of such proceedings; [iv] in the event that any such contest shall either (a) provide involve a bond sum of money or other assurance reasonably satisfactory potential loss in excess of $50,000.00, Tenant shall deliver to Lessor that all Claims which Landlord and its counsel an opinion of Tenant’s counsel to the effect set forth in clauses [i], [ii] and [iii], to the extent applicable; [v] in the case of a Legal Requirement and/or an Imposition, lien, encumbrance or charge, Tenant shall give such reasonable security as may be assessed against demanded by Landlord to insure ultimate payment of the same and to prevent any sale or forfeiture of the affected Leased Property together with interest and penalties, if any, thereon will be paid, or (b) deposit within the time otherwise required for payment with a bank or trust company as trustee upon terms reasonably satisfactory to Lessor, as security for the payment Rent by reason of such Claims, money in an amount sufficient to pay the same, together with interest and penalties in connection therewith, as to all Claims which may be assessed against nonpayment or become a Claim on the Leased Property, or any part thereof, in said legal proceedings. Lessee shall furnish Lessor and any lender of Lessor with reasonable evidence of such deposit within five (5) days of the same. Lessor agrees to join in any such proceedings if the same be required legally to prosecute such contest of the validity of such Claimsnoncompliance; provided, however, that Lessor the provisions of this section shall not thereby be subjected construed to any liability or loss for permit Tenant to contest the payment of Rent (except as to contests concerning the method of computation or the basis of levy of any costs Imposition or expenses the basis for the assertion of any other claim) or any other sums payable by Tenant to Landlord hereunder; [vi] in the case of an insurance requirement, the coverage required by Article 4 shall be maintained; and [vii] if such contest be finally resolved against Landlord or Tenant, Tenant shall, as Additional Rent due hereunder, promptly pay the amount required to be paid, together with all interest and penalties accrued thereon, or comply with the applicable Legal Requirement or insurance requirement. Landlord, at Tenant’s expense, shall execute and deliver to Tenant such authorizations and other documents as may be reasonably required in any such contest, and, if reasonably requested by Tenant or if Landlord so desires, Landlord shall join as a party therein. Tenant hereby agrees to indemnify and save Landlord harmless from and against any liability, cost or expense of any kind that may be imposed upon Landlord in connection with any proceedings brought by Lessee; such contest and Lessee covenants to indemnify and save harmless Lessor from any such liabilities, losses, costs or expenses. Lessee shall be entitled to any refund of any Claims and such charges and penalties or interest thereon which have been paid by Lessee or paid by Lessor and for which Lessor has been fully reimbursed. In the event that Lessee fails to pay any Claims when due or to provide the security therefor as provided in this Section and diligently to prosecute any contest of the same, Lessor may, upon ten (10) days’ advance Notice to Lessee, and Lessee’s failure to correct the same within such ten (10) day period, pay such charges together with any interest and penalties and the same shall be repayable by Lessee to Lessor as Additional Charges at the next Payment Date provided for in this Lease; provided, however, that should Lessor reasonably determine that the giving of such Notice would risk loss to the Leased Property or cause damage to Lessor, then Lessor shall give such Notice as is practical under the circumstances. Lessor reserves the right to contest any of the Claims at its expense not pursued by Lessee. Lessor and Lessee agree to cooperate in coordinating the contest of any Claimsresulting therefrom.

Permitted Contests. Lessee shall have the right to contest the amount or validity of any Imposition to be paid by Lessee or any Legal Requirement or Insurance Requirement or any lien, attachment, levy, encumbrance, charge or claim (“Claims”) not otherwise permitted by Section 12.1Article XI, by appropriate legal proceedings in good faith and with due diligence (but this shall not be deemed or construed in any way to relieve, modify or extend Lessee’s covenants to pay or its covenants to cause to be paid any such charges at the time and in the manner as in this Section Article provided), on condition, however, that such legal proceedings shall not operate to relieve Lessee from its obligations hereunder and shall not cause the sale or risk the loss of any portion of the Leased Property, or any part thereof, or cause Lessor or Lessee to be in default under any mortgage, deed of trust, security deed or other agreement encumbering the Leased Property or any interest therein. Upon the request of Lessor, Lessee shall either (a) provide a bond or other assurance reasonably satisfactory to Lessor that all Claims which may be assessed against the Leased Property together with interest and penalties, if any, thereon will be paid, or (b) deposit within the time otherwise required for payment with a bank or trust company as trustee upon terms reasonably satisfactory to Lessor, as security for the payment of such Claims, money in an amount sufficient to pay the same, together with interest and penalties in connection therewith, as to all Claims which may be assessed against or become a Claim on the Leased Property, or any part thereof, in said legal proceedings. Lessee shall furnish Lessor and any lender of Lessor with reasonable evidence of such deposit within five (5) days of the same. Lessor agrees to join in any such proceedings if the same be required to legally to prosecute such contest of the validity of such Claims; provided, however, that Lessor shall not thereby be subjected to any liability or loss for the payment of any costs or expenses in connection with any proceedings brought by Lessee; and Lessee covenants to indemnify and save harmless Lessor from any such liabilities, losses, costs or expenses. Lessee shall be entitled to any refund of any Claims and such charges and penalties or interest thereon which have been paid by Lessee or paid by Lessor and for which Lessor has been fully reimbursed. In the event that Lessee fails to pay any Claims when due or to provide the security therefor as provided in this Section paragraph and to diligently to prosecute any contest of the same, Lessor may, upon ten (10) days’ days advance Notice to Lessee, and Lessee’s failure to correct the same within such ten (10) day period, pay such charges together with any interest and penalties and the same shall be repayable by Lessee to Lessor as Additional Charges at the next Payment Date provided for in this Lease; provided. Provided, however, that should Lessor reasonably determine that the giving of such Notice would risk loss to the Leased Property or cause damage to Lessor, then Lessor shall give such Notice as is practical under the circumstances. Lessor reserves the right to contest any of the Claims at its expense not pursued by Lessee. Lessor and Lessee agree to cooperate in coordinating the contest of any Claimsclaims.

Permitted Contests. Lessee Notwithstanding any provision of this Mortgage to the contrary, the Mortgagor shall have the right not be required to: (a) pay any charge referred to contest the amount Section 1.4 hereof; (b) discharge or validity of any Imposition to be paid by Lessee or any Legal Requirement or Insurance Requirement or remove any lien, attachmentencumbrance or charge referred to in Section 1.5 hereof; (c) pay the tax, levyassessment or other charged referred to in Sections 1.6 and 1.7 hereof, encumbranceor (d) comply with any statute, charge law, rule, regulation or claim (“Claims”) not otherwise permitted by ordinance referred to in Section 12.11.8 hereof, so long as the Mortgagor shall in good faith contest the same or the validity thereof by appropriate legal proceedings in good faith and with due diligence (but this which shall not be deemed or construed in any way to relieve, modify or extend Lessee’s covenants to pay or its covenants to cause to be paid any such charges at the time and in the manner as in this Section provided), on condition, however, that such legal proceedings shall not operate to relieve Lessee from its obligations hereunder and shall not cause prevent the sale collection of the imposition so contested, or risk the sale, forfeiture or loss of any portion of the Leased PropertyMortgaged Premises, or any part thereof to satisfy the same, and further provided that the Mortgagor shall, prior to the date such imposition is due and payable, have given the Mortgagee such reasonable security as may be reasonably demanded by the Mortgagee to ensure such payments and prevent any sale or forfeiture of the Mortgaged Premises by reason of such nonpayment. Any such contest shall be prosecuted with due diligence and the Mortgagor shall, after final determination thereof, or cause Lessor or Lessee to be in default under promptly pay the amount of any mortgagesuch imposition so determined, deed of trust, security deed or other agreement encumbering the Leased Property or any together with all interest therein. Upon the request of Lessor, Lessee shall either (a) provide a bond or other assurance reasonably satisfactory to Lessor that all Claims and penalties which may be assessed against the Leased Property together with interest and penalties, if any, thereon will be paid, or (b) deposit within the time otherwise required for payment with a bank or trust company as trustee upon terms reasonably satisfactory to Lessor, as security for the payment of such Claims, money in an amount sufficient to pay the same, together with interest and penalties payable in connection therewith. Notwithstanding the provisions of this Section 1.9, as the Mortgagor shall (and if the Mortgagor shall fail so to all Claims which do, the Mortgagee may but shall not be assessed against or become a Claim on the Leased Property, or required to) pay any part thereofsuch imposition notwithstanding such contest if, in said legal proceedings. Lessee shall furnish Lessor and any lender of Lessor with the reasonable evidence of such deposit within five (5) days opinion of the same. Lessor agrees to join in any such proceedings if Mortgagee, the same be required legally to prosecute such contest of the validity of such Claims; provided, however, that Lessor shall not thereby be subjected to any liability or loss for the payment of any costs or expenses in connection with any proceedings brought by Lessee; and Lessee covenants to indemnify and save harmless Lessor from any such liabilities, losses, costs or expenses. Lessee Mortgaged Premises shall be entitled to any refund in jeopardy or in danger of any Claims and such charges and penalties being forfeited or interest thereon which have been paid by Lessee or paid by Lessor and for which Lessor has been fully reimbursed. In the event that Lessee fails to pay any Claims when due or to provide the security therefor as provided in this Section and diligently to prosecute any contest of the same, Lessor may, upon ten (10) days’ advance Notice to Lessee, and Lessee’s failure to correct the same within such ten (10) day period, pay such charges together with any interest and penalties and the same shall be repayable by Lessee to Lessor as Additional Charges at the next Payment Date provided for in this Lease; provided, however, that should Lessor reasonably determine that the giving of such Notice would risk loss to the Leased Property or cause damage to Lessor, then Lessor shall give such Notice as is practical under the circumstances. Lessor reserves the right to contest any of the Claims at its expense not pursued by Lessee. Lessor and Lessee agree to cooperate in coordinating the contest of any Claimsforeclosed.

Permitted Contests. Lessee shall have the right to contest the amount or validity of any Imposition to be paid by Lessee or any Legal Requirement or Insurance Requirement or any lien, attachment, levy, encumbrance, charge or claim (“"Claims”") not otherwise permitted by Section 12.1, by appropriate legal proceedings in good faith and with due diligence (but this shall not be deemed or construed in any way to relieve, modify or extend Lessee’s 's covenants to pay or its covenants to cause to be paid any such charges at the time and in the manner as in this Section provided), on condition, however, that such legal proceedings shall not operate to relieve Lessee from its obligations hereunder and shall not cause the sale or risk the loss of any portion of the Leased Property, or any part thereof, or cause Lessor or Lessee to be in default under any mortgage, deed of trust, security deed or other agreement encumbering the Leased Property or any interest therein. Upon the request of Lessor, Lessee shall either (a) provide a bond or other assurance reasonably satisfactory to Lessor that all Claims which may be assessed against the Leased Property together with interest and penalties, if any, thereon will be paid, or (b) deposit within the time otherwise required for payment with a bank or trust company as trustee upon terms reasonably satisfactory to Lessor, as security for the payment of such Claims, money in an amount sufficient to pay the same, together with interest and penalties in connection therewith, as to all Claims which may be assessed against or become a Claim on the Leased Property, or any part thereof, in said legal proceedings. Lessee shall furnish Lessor and any lender of Lessor with reasonable evidence of such deposit within five (5) days of the same. Lessor agrees to join in any such proceedings if the same be required legally to prosecute such contest of the validity of such Claims; provided, however, that Lessor shall not thereby be subjected to any liability or loss for the payment of any costs or expenses in connection with any proceedings brought by Lessee; and Lessee covenants to indemnify and save harmless Lessor from any such liabilities, losses, costs or expenses. Lessee shall be entitled to any refund of any Claims and such charges and penalties or interest thereon which have been paid by Lessee or paid by Lessor and for which Lessor has been fully reimbursed. In the event that Lessee fails to pay any Claims when due or to provide the security therefor as provided in this Section and diligently to prosecute any contest of the same, Lessor may, upon ten (10) days’ ' advance Notice to Lessee, and Lessee’s 's failure to correct the same within such ten (10) day period, pay such charges together with any interest and penalties and the same shall be repayable by Lessee to Lessor as Additional Charges at the next Payment Date provided for in this Lease; provided, however, that should Lessor reasonably determine that the giving of such Notice would risk loss to the Leased Property or cause damage to Lessor, then Lessor shall give such Notice as is practical under the circumstances. Lessor reserves the right to contest any of the Claims at its expense not pursued by Lessee. Lessor and Lessee agree to cooperate in coordinating the contest of any Claims.

Permitted Contests. Lessee Tenant shall have the right to contest the amount or validity of any Imposition to be paid by Lessee or any Imposition, Legal Requirement or Requirement, Insurance Requirement or any Requirement, Environmental Obligation, lien, attachment, levy, encumbrance, charge or claim (collectively, “Claims”) not otherwise permitted by Section 12.1as to the Leased Property, by appropriate legal proceedings proceedings, conducted in good faith and with due diligence diligence, provided that (but this a) the foregoing shall not in no way be deemed construed as relieving, modifying or construed in any way to relieve, modify or extend Lesseeextending Tenant’s covenants obligation to pay (or its covenants to cause to be paid paid) any Claims as finally determined, (b) such charges at the time and in the manner as in this Section provided), on condition, however, that such legal proceedings shall not operate to relieve Lessee from its obligations hereunder and contest shall not cause the sale Landlord or risk the loss Tenant to be in default under any Ground Lease, mortgage or deed of any portion of trust encumbering the Leased Property, or any part thereofportion thereof (Landlord agreeing that any such Ground Lease, mortgage or cause Lessor or Lessee to be in default under any mortgage, deed of trust, security deed or other agreement encumbering trust shall permit Tenant to exercise the Leased Property rights granted pursuant to this Article 8) or any interest therein. Upon the request of Lessor, Lessee shall either (a) provide therein or result in or reasonably be expected to result in a bond or other assurance reasonably satisfactory lien attaching to Lessor that all Claims which may be assessed against the Leased Property together with interest and penalties, if any, thereon will be paid, or (b) deposit within the time otherwise required for payment with a bank or trust company as trustee upon terms reasonably satisfactory to Lessor, as security for the payment of such Claims, money in an amount sufficient to pay the same, together with interest and penalties in connection therewith, as to all Claims which may be assessed against or become a Claim on the Leased Property, or any part portion thereof, in said legal proceedings. Lessee shall furnish Lessor and any lender of Lessor with reasonable evidence of such deposit within five (5c) days no part of the sameLeased Property nor any Rent therefrom shall be in any immediate danger of sale, forfeiture, attachment or loss, and (d) Tenant shall indemnify and hold harmless Landlord from and against any cost, claim, damage, penalty or reasonable expense, including reasonable attorneys’ fees, incurred by Landlord in connection therewith or as a result thereof, provided that Tenant shall have the right to control the defense of any such claim. Lessor Xxxxxxxx agrees to join in any such proceedings if the same be required legally to prosecute such contest of the validity of such Claims; providedcontest, however, provided that Lessor Landlord shall not thereby be subjected to any liability or loss therefor (including, without limitation, for the payment of any costs or expenses in connection therewith) unless Tenant agrees by agreement in form and substance reasonably satisfactory to Landlord, to assume and indemnify Landlord with any proceedings brought by Lessee; and Lessee covenants respect to indemnify and save harmless Lessor from any such liabilities, losses, costs or expensesthe same. Lessee Tenant shall be entitled to any refund of any Claims and such charges and penalties or interest thereon which have been paid by Lessee Xxxxxx or paid by Lessor and for which Lessor Landlord to the extent that Landlord has been fully reimbursedreimbursed by Xxxxxx. In the event that Lessee fails If Tenant shall fail (x) to pay or cause to be paid any Claims when due or finally determined, (y) to provide the reasonable security therefor as provided in this Section and diligently or (z) to prosecute or cause to be prosecuted any such contest of the samediligently and in good faith, Lessor Landlord may, upon ten reasonable notice to Tenant (10) days’ advance Notice to Lessee, and Lessee’s failure to correct the same within such ten (10) day period, pay such charges together with any interest and penalties and the same which notice shall not be repayable by Lessee to Lessor as Additional Charges at the next Payment Date provided for in this Lease; provided, however, that should Lessor required if Landlord shall reasonably determine that the giving of same is not practicable), pay such Notice would risk loss to the Leased Property or cause damage to Lessorcharges, then Lessor together with interest and penalties due with respect thereto, and Tenant shall give such Notice reimburse Landlord therefor, upon demand, as is practical under the circumstances. Lessor reserves the right to contest any of the Claims at its expense not pursued by Lessee. Lessor and Lessee agree to cooperate in coordinating the contest of any ClaimsAdditional Charges.

Permitted Contests. Lessee Tenant shall have the right to contest the amount or validity of any Imposition to be paid by Lessee or any Imposition, Legal Requirement or Requirement, Insurance Requirement or any Requirement, Environmental Obligation, lien, attachment, levy, encumbrance, charge or claim (“collectively, "Claims”") not otherwise permitted by Section 12.1as to the Leased Property, by appropriate legal proceedings proceedings, conducted in good faith and with due diligence diligence, provided that (but this a) the foregoing shall not in no way be deemed construed as relieving, modifying or construed in any way to relieve, modify or extend Lessee’s covenants extending Tenant's obligation to pay or its covenants to cause any Claims required hereunder to be paid any by Tenant as finally determined, (b) such charges at the time and in the manner as in this Section provided), on condition, however, that such legal proceedings shall not operate to relieve Lessee from its obligations hereunder and contest shall not cause the sale Landlord or risk the loss of any portion of the Leased Property, or any part thereof, or cause Lessor or Lessee Tenant to be in default under any mortgage, mortgage or deed of trust, security deed or other agreement trust encumbering the Leased Property (Landlord agreeing that any such mortgage or deed of trust shall permit Tenant to exercise the rights granted pursuant to this Article 8) or any interest therein. Upon the request of Lessor, Lessee shall either (a) provide therein or result in a bond or other assurance reasonably satisfactory lien attaching to Lessor that all Claims which may be assessed against the Leased Property together with interest and penalties, if any, thereon will be paid, or (b) deposit within the time otherwise required for payment with a bank or trust company as trustee upon terms reasonably satisfactory to Lessor, as security for the payment of such Claims, money in an amount sufficient to pay the same, together with interest and penalties in connection therewith, as to all Claims which may be assessed against or become a Claim on the Leased Property, unless such lien is fully bonded or any otherwise secured to the reasonable satisfaction of Landlord, (c) no part thereof, in said legal proceedings. Lessee shall furnish Lessor and any lender of Lessor with reasonable evidence of such deposit within five (5) days of the sameLeased Property nor any Rent therefrom shall be in any immediate danger of sale, forfeiture, attachment or loss, and (d) Tenant shall indemnify and hold harmless Landlord from and against any cost, claim, damage, penalty or reasonable expense, including reasonable attorneys' fees, incurred by Landlord in connection therewith or as a result thereof. Lessor Landlord agrees to join in any such proceedings if the same be required legally to prosecute such contest of the validity of such Claims; providedcontest, however, provided that Lessor Landlord shall not thereby be subjected to any liability or loss therefor (including, without limitation, for the payment of any costs or expenses in connection therewith) unless Tenant agrees by agreement in form and substance reasonably satisfactory to Landlord, to assume and indemnify Landlord with any proceedings brought by Lessee; and Lessee covenants respect to indemnify and save harmless Lessor from any such liabilities, losses, costs or expensesthe same. Lessee Tenant shall be entitled to any refund of any Claims and such charges and penalties or interest thereon which have been paid by Lessee Tenant or paid by Lessor and for which Lessor Landlord to the extent that Landlord has been fully reimbursedreimbursed by Tenant. In the event that Lessee fails If Tenant shall fail (x) to pay or cause to be paid any Claims when due or finally determined, (y) to provide the reasonable security therefor as provided in this Section and diligently therefor, or (z) to prosecute or cause to be prosecuted any such contest of the samediligently and in good faith, Lessor Landlord may, upon ten (10) days’ advance Notice to Lessee, and Lessee’s failure to correct the same within such ten (10) day periodTenant, pay such charges charges, together with any interest and penalties due with respect thereto, and the same Tenant shall be repayable by Lessee to Lessor reimburse Landlord therefor, upon demand, as Additional Charges at the next Payment Date provided for in this Lease; provided, however, that should Lessor reasonably determine that the giving of such Notice would risk loss to the Leased Property or cause damage to Lessor, then Lessor shall give such Notice as is practical under the circumstances. Lessor reserves the right to contest any of the Claims at its expense not pursued by Lessee. Lessor and Lessee agree to cooperate in coordinating the contest of any ClaimsCharges.

Permitted Contests. Lessee shall have the right to contest the amount or validity of any Imposition to be paid by Lessee or any Legal Requirement or Insurance Requirement or any lien, attachment, levy, encumbrance, charge or claim (“"Claims”") not otherwise permitted by Section 12.1Article XI, by appropriate legal proceedings in good faith and with due diligence (but diligence, and to delay payment if legally permitted; provided this shall not be deemed or construed in any way to relieveas relieving, modify modifying or extend extending Lessee’s 's covenants to pay or its covenants to cause to be paid any such charges at the time and in the manner as in this Section provided)Lease provided and further provided that, on condition, however, that such legal proceedings shall not operate to relieve Lessee from its obligations hereunder (and delay in payment) shall not cause the sale or risk the loss of any portion of the Leased Property, or any part thereof, to satisfy the same or cause Lessor or Lessee to be in default under any mortgage, mortgage or deed of trust, security deed or other agreement trust encumbering the Leased Property or any interest thereintherein or otherwise threaten to cause loss or damage to Lessor or the Leased Property. Upon the reasonable request of Lessor, Lessee shall either (a) provide a bond or other assurance reasonably to Lessor reasonable security satisfactory to Lessor that to assure the payment of all Claims which may be assessed against the Leased Property Property, together with interest and penalties, if any, thereon will be paid, or (b) deposit within the time otherwise required for payment with a bank or trust company as trustee upon terms reasonably satisfactory to Lessor, as security for the payment of such Claims, money in an amount sufficient to pay the same, together with interest and penalties in connection therewith, as to all Claims which may be assessed against or become a Claim on the Leased Property, or any part thereof, in said legal proceedings. Lessee shall furnish Lessor and any lender of Lessor with reasonable evidence of such deposit within five (5) days of the samethereon. Lessor agrees to join in any such proceedings if the same be required to legally to prosecute such contest of the validity of such Claims; provided, however, that Lessor shall not thereby be subjected to any liability or loss for the payment of any costs or expenses in connection with any proceedings brought by Lessee; and Lessee covenants to indemnify and save harmless Lessor from any such liabilities, losses, costs or expenses. In the event that Lessee fails to pay any Claims when due or, upon Lessor's request, to provide the security therefor as provided in this Article XII and to diligently prosecute any contest of the same or in the event the same threatens to cause loss or damage to Lessor or the Leased Property, Lessor may, upon thirty (30) days advance written Notice to Lessee, pay such charges together with any interest and penalties and the same shall be repayable by Lessee to Lessor at the next Payment Date provided for in this Lease. Provided, however, that should Lessor reasonably determine that the giving of such Notice would risk loss to the Leased Property or otherwise threaten to cause loss or damage to Lessor, then Lessor shall give such written Notice as is practical under the circumstances. Lessee shall be entitled to any refund of any Claims and such charges and penalties or interest thereon which have been paid by Lessee or paid by Lessor and for which Lessor has been fully reimbursed. In the event that Lessee fails to pay any Claims when due or to provide the security therefor as provided in this Section and diligently to prosecute any contest of the same, Lessor may, upon ten (10) days’ advance Notice to Lessee, and Lessee’s failure to correct the same within such ten (10) day period, pay such charges together with any interest and penalties and the same shall be repayable by Lessee to Lessor as Additional Charges at the next Payment Date provided for in this Lease; provided, however, that should Lessor reasonably determine that the giving of such Notice would risk loss to the Leased Property or cause damage to Lessor, then Lessor shall give such Notice as is practical under the circumstances. Lessor reserves the right to contest any of the Claims at its expense not pursued by Lessee. Lessor and Lessee agree to cooperate in coordinating the contest of any Claims.

Permitted Contests. Lessee shall have the right to contest the amount or validity of any Imposition to be paid by Lessee or any Legal Requirement or Insurance Requirement or any lien, attachment, levy, encumbrance, charge or claim (“Claims”"CLAIMS") not otherwise permitted by Section 12.1ARTICLE XI, by appropriate legal proceedings in good faith and with due diligence (but this shall not be deemed or construed in any way to relieveas relieving, modify modifying or extend extending Lessee’s 's covenants to pay or its covenants to cause to be paid any such charges at the time and in the manner as in this Section Lease provided), on condition, however, that such legal proceedings shall cannot operate to relieve Lessee from its obligations hereunder and shall not cause result in the sale or risk the loss of any portion of the Leased Property, or any part thereof, to satisfy the same or cause Lessor or Lessee to be in default under any mortgage, mortgage or deed of trust, security deed or other agreement trust encumbering any portion of the Leased Property or any interest therein. Upon the reasonable request of Lessor, Lessee shall either (a) provide a bond or other assurance reasonably to Lessor reasonable security satisfactory to Lessor that to assure the payment of all Claims which may be assessed against the Leased Property together with interest and penalties, if any, thereon will be paid, or (b) deposit within the time otherwise required for payment with a bank or trust company as trustee upon terms reasonably satisfactory to Lessor, as security for the payment of such Claims, money in an amount sufficient to pay the same, together with interest and penalties in connection therewith, as to all Claims which may be assessed against or become a Claim on the Leased Property, or any part thereof, in said legal proceedings. Lessee shall furnish Lessor and any lender of Lessor with reasonable evidence of such deposit within five (5) days of the samethereon. Lessor agrees to join in any such proceedings (at Lessee's sole cost and expense) if the same be required to legally to prosecute such contest of the validity of such Claims; provided, however, that Lessor shall not thereby be subjected to any liability or loss for the payment of any costs or expenses in connection with any proceedings brought by Lessee; and Lessee covenants to shall indemnify and save harmless Lessor from any such liabilities, losses, costs or expenses, including reasonable attorneys' fees and costs incurred by Lessor. In the event that Lessee fails to pay any Claims when due or, upon Lessor's request, to provide the security therefor as provided in this ARTICLE XII and to diligently prosecute any contest of the same, Lessor may, upon thirty (30) days advance written Notice to Lessee, pay such charges together with any interest and penalties and the same shall be repayable to Lessee to Lessor at the next Payment Date provided for in this Lease. Provided, however, that should Lessor reasonably determine that the giving of such Notice would risk loss to the Leased Property or impair the value of the Leased Property or in any way cause damage to Lessor, then Lessor shall give such written Notice as is practical under the circumstances. Lessee shall be entitled to any refund of any Claims and such charges and penalties or interest thereon which have been paid by Lessee or paid by Lessor and for which Lessor has been fully reimbursed. In the event that Lessee fails to pay any Claims when due or to provide the security therefor as provided in this Section and diligently to prosecute any contest of the same, Lessor may, upon ten (10) days’ advance Notice to Lessee, and Lessee’s failure to correct the same within such ten (10) day period, pay such charges together with any interest and penalties and the same shall be repayable by Lessee to Lessor as Additional Charges at the next Payment Date provided for in this Lease; provided, however, that should Lessor reasonably determine that the giving of such Notice would risk loss to the Leased Property or cause damage to Lessor, then Lessor shall give such Notice as is practical under the circumstances. Lessor reserves the right to contest any of the Claims at its expense not pursued by Lessee. Lessor and Lessee agree to cooperate in coordinating the contest of any Claims.

Permitted Contests. Lessee shall have the right Tenant, upon prior Notice to contest the amount Landlord, on its own or validity of any Imposition to be paid by Lessee or any Legal Requirement or Insurance Requirement or any lienin Landlord’s name, attachmentat Tenant’s expense, levy, encumbrance, charge or claim (“Claims”) not otherwise permitted by Section 12.1may contest, by appropriate legal proceedings conducted in good faith and with due diligence diligence, the amount, validity or application, in whole or in part, of any licensure or certification decision (but this shall not be deemed or construed in including pursuant to any way to relieve, modify or extend Lessee’s covenants to pay or its covenants to cause to be paid any such charges at the time and in the manner as in this Section providedGaming Regulation), on conditionImposition, howeverLegal Requirement, that such legal proceedings shall not operate to relieve Lessee from its obligations hereunder and shall not cause the sale or risk the loss of any portion of the Leased PropertyInsurance Requirement, or any part thereof, or cause Lessor or Lessee to be in default under any mortgage, deed of trust, security deed or other agreement encumbering the Leased Property or any interest therein. Upon the request of Lessor, Lessee shall either (a) provide a bond or other assurance reasonably satisfactory to Lessor that all Claims which may be assessed against the Leased Property together with interest and penalties, if any, thereon will be paid, or (b) deposit within the time otherwise required for payment with a bank or trust company as trustee upon terms reasonably satisfactory to Lessor, as security for the payment of such Claims, money in an amount sufficient to pay the same, together with interest and penalties in connection therewith, as to all Claims which may be assessed against or become a Claim on the Leased Property, or any part thereof, in said legal proceedings. Lessee shall furnish Lessor and any lender of Lessor with reasonable evidence of such deposit within five (5) days of the same. Lessor agrees to join in any such proceedings if the same be required legally to prosecute such contest of the validity of such ClaimsLien; provided, however, that Lessor (a) in the case of an unpaid Imposition or Lien, the commencement and continuation of such proceedings shall suspend the collection thereof from Landlord and from the Leased Property or any Capital Improvement thereto; (b) neither the Leased Property or any Capital Improvement thereto, the Rent therefrom nor any part or interest in either thereof would be in any imminent danger of being sold, forfeited, attached or lost pending the outcome of such proceedings; (c) in the case of a Legal Requirement, neither Landlord nor Tenant would be in any imminent danger of civil or criminal liability for failure to comply therewith pending the outcome of such proceedings; (d) in the case of a Legal Requirement, Imposition or Lien, Tenant shall give such reasonable security as may be required by Landlord to insure ultimate payment of the same and to prevent any sale or forfeiture of the Leased Property or any Capital Improvement thereto or the Rent by reason of such non-payment or noncompliance; (e) in the case of an Insurance Requirement, the coverage required by Article XIII shall be maintained; (f) Tenant shall keep Landlord reasonably informed as to the status of the proceedings; and (g) if such contest be finally resolved against Landlord or Tenant, Tenant shall promptly pay the amount required to be paid, together with all interest and penalties accrued thereon, or comply with the applicable Legal Requirement or Insurance Requirement. Landlord, at Xxxxxx’s expense, shall execute and deliver to Tenant such authorizations and other documents as may reasonably be required in any such contest, and, if reasonably requested by Tenant or if Landlord so desires, Landlord shall join as a party therein. The provisions of this Article XII shall not thereby be subjected construed to any liability or loss for permit Tenant to contest the payment of Rent or any costs other amount (other than Impositions or expenses Additional Charges which Tenant may from time to time be required to impound with Landlord) payable by Tenant to Landlord hereunder. Tenant shall indemnify, defend, protect and save Landlord harmless from and against any liability, cost or expense of any kind that may be imposed upon Landlord in connection with any proceedings brought by Lessee; such contest and Lessee covenants any loss resulting therefrom, except in any instance where Xxxxxxxx opted to indemnify join and save harmless Lessor from any such liabilities, losses, costs or expenses. Lessee shall be entitled to any refund of any Claims and such charges and penalties or interest thereon which have been paid by Lessee or paid by Lessor and for which Lessor has been fully reimbursed. In joined as a party in the event that Lessee fails to pay any Claims when due or to provide the security therefor as provided in this Section and diligently to prosecute any contest of the same, Lessor may, upon ten (10) days’ advance proceeding despite Xxxxxx’s having sent Notice to Lessee, and LesseeLandlord of Tenant’s failure to correct the same within preference that Landlord not join in such ten (10) day period, pay such charges together with any interest and penalties and the same shall be repayable by Lessee to Lessor as Additional Charges at the next Payment Date provided for in this Lease; provided, however, that should Lessor reasonably determine that the giving of such Notice would risk loss to the Leased Property or cause damage to Lessor, then Lessor shall give such Notice as is practical under the circumstances. Lessor reserves the right to contest any of the Claims at its expense not pursued by Lessee. Lessor and Lessee agree to cooperate in coordinating the contest of any Claimsproceeding.

Permitted Contests. Lessee shall have Lessee, on its own or in Lessor’s name, at Lessee’s expense, may contest, by appropriate legal proceedings conducted in good faith and with due diligence, the right to contest the amount amount, validity or validity application, in whole or in part, of any Imposition to be paid by Lessee licensure or any certification decision, Imposition, Legal Requirement or Requirement, Insurance Requirement or any Requirement, lien, attachment, levy, encumbrance, charge or claim (“Claims”) not otherwise permitted by Section 12.1, by appropriate legal proceedings in good faith and with due diligence (but this shall not be deemed or construed in any way to relieve, modify or extend Lessee’s covenants to pay or its covenants to cause to be paid any such charges at the time and in the manner as in this Section provided), on conditionclaim; subject, however, to the further requirement that (i) in the case of an unpaid Imposition, lien, attachment, levy, encumbrance, charge or claim, the commencement and continuation of such legal proceedings shall not operate to relieve Lessee suspend the collection thereof from its obligations hereunder Lessor and shall not cause the sale or risk the loss of any portion of the Leased Property, or any part thereof, or cause Lessor or Lessee to be in default under any mortgage, deed of trust, security deed or other agreement encumbering from the Leased Property or any Capital Additions; (ii) neither the Leased Property nor any Capital Additions, the Rent therefrom nor any part or interest therein. Upon in either thereof would be in any danger of being sold, forfeited, attached or lost pending the request outcome of Lessorsuch proceedings; (iii) in the case of a Legal Requirement, neither Lessor nor Lessee would be in any danger of criminal liability for failure to comply therewith pending the outcome of such proceedings and Lessor would not be in danger of civil liability for any such failure; (iv) in the case of a Legal Requirement, Imposition, lien, encumbrance or charge, Lessee shall either give such reasonable security as may be required by Lessor to insure ultimate payment of the same and to prevent any sale or forfeiture of the Leased Property or any Capital Additions or the Rent by reason of such nonpayment or noncompliance; and (v) in the case of an Insurance Requirement, the coverage required by Article XIII shall be maintained; provided however, that Lessee shall provide Lessor with prior written notice of any such contest if such contest relates to (a) provide a bond or other assurance reasonably satisfactory to Lessor material claim against real property, (b) any matter that all Claims which may be assessed against the Leased Property together with interest and penaltiescould, if anyadversely determined, thereon will reasonably be expected to result in a denial, suspension, revocation or loss of license or certification for any Facility, or (c) in addition to (and not in limitation of) the foregoing (a) and (b), any matter that could reasonably be expected to have a material adverse effect on Lessee’s Primary Intended Use of the subject Facility. If any such contest is finally resolved against Lessor or Lessee, Lessee shall promptly pay the amount required to be paid, together with all interest and penalties accrued thereon, or (b) deposit within comply with the time otherwise required for payment with a bank applicable Legal Requirement or trust company as trustee upon terms reasonably satisfactory to Insurance Requirement. Lessor, at Lessee’s expense, shall execute and deliver to Lessee such authorizations and other documents as security for may reasonably be required in any such contest, and, if reasonably requested by Lessee or if Lessor so desires, Lessor shall join as a party therein. The provisions of this Article XII shall not be construed to permit Lessee to contest the payment of such Claims, money in an amount sufficient to pay the same, together with interest and penalties in connection therewith, as to all Claims which may be assessed against or become a Claim on the Leased Property, Rent or any part thereof, in said legal proceedingsother amount payable by Lessee to Lessor hereunder. Lessee shall furnish indemnify, defend, protect and save Lessor and its Affiliates harmless from and against any lender of Lessor with reasonable evidence of such deposit within five (5) days of the same. Lessor agrees to join in any such proceedings if the same be required legally to prosecute such contest of the validity of such Claims; providedliability, however, that Lessor shall not thereby be subjected to any liability cost or loss for the payment expense of any costs kind that may be imposed upon Lessor or expenses any of its Affiliates in connection with any proceedings brought by Lessee; such contest and Lessee covenants to indemnify and save harmless Lessor from any such liabilities, losses, costs or expenses. Lessee shall be entitled to any refund of any Claims and such charges and penalties or interest thereon which have been paid by Lessee or paid by Lessor and for which Lessor has been fully reimbursed. In the event that Lessee fails to pay any Claims when due or to provide the security therefor as provided in this Section and diligently to prosecute any contest of the same, Lessor may, upon ten (10) days’ advance Notice to Lessee, and Lessee’s failure to correct the same within such ten (10) day period, pay such charges together with any interest and penalties and the same shall be repayable by Lessee to Lessor as Additional Charges at the next Payment Date provided for in this Lease; provided, however, that should Lessor reasonably determine that the giving of such Notice would risk loss to the Leased Property or cause damage to Lessor, then Lessor shall give such Notice as is practical under the circumstances. Lessor reserves the right to contest any of the Claims at its expense not pursued by Lessee. Lessor and Lessee agree to cooperate in coordinating the contest of any Claimsresulting therefrom.

Permitted Contests. Lessee shall have the right to contest the amount or validity of any Imposition to be paid by Lessee or any Legal Requirement or Insurance Requirement or any lien(a) Lessee, attachmentat its expense, levy, encumbrance, charge or claim (“Claims”) not otherwise permitted by Section 12.1may contest, by appropriate legal proceedings conducted in good faith and with due diligence (but this shall not be deemed diligence, any Legal Requirements with which Lessee is required to comply pursuant to Section 5.02(b) or construed any Environmental Law under Section 5.06, or the amount or validity or application, in whole or in part, of any way to relievetax, modify assessment or extend Lessee’s covenants charge which Lessee is obligated to pay or its covenants to cause to be paid any such charges at the time and in the manner as in this Section providedlien, encumbrance or charge not permitted by Sections 2.01, 2.02, 5.02(a), on condition5.03 and 6.01, howeverprovided that unless Lessee has already paid such tax, that assessment or charge (i) the commencement of such legal proceedings shall not operate to relieve Lessee suspend the enforcement or collection thereof against or from its obligations hereunder Lessor and shall not cause against or from the sale or risk Premises, (ii) neither the loss of Premises nor any portion of the Leased Property, or rent therefrom nor any part thereof, thereof or cause Lessor or Lessee to interest therein would be in default under any mortgagedanger of being sold, deed of trustforfeited, security deed attached or other agreement encumbering the Leased Property or any interest therein. Upon the request of Lessorlost, (iii) Lessee shall either (a) provide a bond or other assurance reasonably satisfactory to Lessor that all Claims which may be assessed against the Leased Property together with interest and penaltieshave furnished such security, if any, thereon will as may be required in the proceedings and as may be reasonably required by Lessor, and (iv) if such contest be finally resolved against Lessee, Lessee shall promptly pay the amount required to be paid, or (b) deposit within the time otherwise required for payment with a bank or trust company as trustee upon terms reasonably satisfactory to Lessor, as security for the payment of such Claims, money in an amount sufficient to pay the same, together with all interest and penalties in connection therewithaccrued thereon. Lessor, at Lessee’s expense, shall execute and deliver to Lessee such authorizations and other documents as to all Claims which reasonably may be assessed against or become a Claim on the Leased Property, or required in any part thereof, in said legal proceedingssuch contest. Lessee shall furnish indemnify and save Lessor harmless against any cost or expense of any kind that may be imposed upon Lessor in connection with any such contest and any lender loss resulting therefrom. Notwithstanding any other provision of Lessor with reasonable evidence of such deposit within five (5) days of this Lease to the same. Lessor agrees to join in any such proceedings if the same be required legally to prosecute such contest of the validity of such Claims; providedcontrary, however, that Lessor Lessee shall not thereby be subjected in default hereunder in respect to the compliance with any liability Legal Requirements with which Lessee is obligated to comply pursuant to Section 5.02(b), any Environmental Law under Section 5.06, or loss for in respect to the payment of any costs tax, assessment or expenses charge which Lessee is obligated to pay or any lien, encumbrance or charge not permitted by Section 2.01, 2.02, 5.02(a), 5.03 and 6.01 which Lessee is in connection with any proceedings brought by Lessee; good faith contesting. (b) Without limiting the provisions of Section 5.05(a), so long as no Event of Default exists and the conditions set forth in Section 5.05(a) are satisfied, Lessor hereby irrevocably appoints Lessee covenants to indemnify and save harmless Lessor from any such liabilities, losses, costs or expenses. Lessee shall be entitled to any refund as Lessor’s attorney-in-fact solely for the purpose of prosecuting a contest of any Claims and such charges and penalties tax, assessment or interest thereon charge which have been paid Lessee is obligated to pay. Such appointment is coupled with an interest. Notwithstanding the foregoing appointment, if Lessee determines it to be preferable in prosecution of a contest of a tax, assessment or charge, upon Lessee’s prior request, Lessor shall execute the real estate tax complaint and/or other documents reasonably needed by Lessee or paid by Lessor and for which Lessor has been fully reimbursed. In the event that Lessee fails to pay any Claims when due or to provide the security therefor as provided in this Section and diligently to prosecute any contest of the samecomplaint as to such tax, Lessor may, upon assessment or charge and return same to Lessee within ten (10) days. In such event, Lessee shall pay all of Lessor’s costs and expenses in connection therewith, including, without limitation, reasonable attorneys’ advance Notice to Lessee, fees and Lessee shall arrange for preparation of such documentation at Lessee’s failure to correct the same within such ten (10) day period, pay such charges together with any interest sole cost and penalties and the same shall be repayable by Lessee to Lessor as Additional Charges at the next Payment Date provided for in this Lease; provided, however, that should Lessor reasonably determine that the giving of such Notice would risk loss to the Leased Property or cause damage to Lessor, then Lessor shall give such Notice as is practical under the circumstances. Lessor reserves the right to contest any of the Claims at its expense not pursued by Lessee. Lessor and Lessee agree to cooperate in coordinating the contest of any Claimsexpense.

Permitted Contests. Lessee shall have Tenant, upon prior written notice to Landlord and at Tenant’s expense, may contest, by appropriate legal proceedings conducted in good faith and with due diligence, the right to contest the amount amount, validity or validity application, in whole or in part, of any Imposition to be paid by Lessee licensure or any certification decision, Imposition, Legal Requirement or Requirement, Insurance Requirement or any Requirement, lien, attachment, levy, encumbrance, charge or claim (“Claims”) not otherwise permitted by Section 12.1, by appropriate legal proceedings in good faith and with due diligence (but this shall not be deemed or construed in any way to relieve, modify or extend Lessee’s covenants to pay or its covenants to cause to be paid any such charges at the time and in the manner as in this Section provided), on condition, however, that such legal proceedings shall not operate to relieve Lessee from its obligations hereunder and shall not cause the sale or risk the loss of any portion of the Leased Property, or any part thereof, or cause Lessor or Lessee to be in default under any mortgage, deed of trust, security deed or other agreement encumbering the Leased Property or any interest therein. Upon the request of Lessor, Lessee shall either (a) provide a bond or other assurance reasonably satisfactory to Lessor that all Claims which may be assessed against the Leased Property together with interest and penalties, if any, thereon will be paid, or (b) deposit within the time otherwise required for payment with a bank or trust company as trustee upon terms reasonably satisfactory to Lessor, as security for the payment of such Claims, money in an amount sufficient to pay the same, together with interest and penalties in connection therewith, as to all Claims which may be assessed against or become a Claim on the Leased Property, or any part thereof, in said legal proceedings. Lessee shall furnish Lessor and any lender of Lessor with reasonable evidence of such deposit within five (5) days of the same. Lessor agrees to join in any such proceedings if the same be required legally to prosecute such contest of the validity of such Claimsclaim; provided, however, that Lessor (a) in the case of an unpaid Imposition, lien, attachment, levy, encumbrance, charge, or claim, the commencement and continuation of such proceedings shall suspend the collection thereof from Landlord and from the applicable Facility, (b) neither the applicable Facility nor any Rent therefrom nor any part thereof or interest therein would be reasonably likely to be in danger of being sold, forfeited, attached or lost pending the outcome of such proceedings, (c) in the case of a Legal Requirement, neither Landlord nor Tenant would be in any danger of civil or criminal liability for failure to comply therewith pending the outcome of such proceedings; (d) Tenant shall give such security as may be demanded by Landlord to insure ultimate payment of, or compliance with, the same and to prevent any sale or forfeiture (or risk thereof) of the applicable Facility or the Rent by reason of such non-payment or non-compliance; (e) in the case of the contest of an Insurance Requirement, the coverage required by Article IX shall be maintained, and (f) if such contest is resolved against Landlord or Tenant, Tenant shall pay to the appropriate payee the amount required to be paid, together with all interest and penalties accrued thereon, and otherwise comply with the applicable Legal Requirement or Insurance Requirement. Landlord, at Tenant’s expense, shall execute and deliver to Tenant such authorizations and other documents as may reasonably be required in any such contest, and, if reasonably requested by Tenant or if Landlord so desires, shall join as a party therein. The provisions of this Article VIII shall not thereby be subjected construed to any liability or loss for permit Tenant to contest the payment of Rent or any costs or expenses other amount payable by Tenant to Landlord hereunder. Tenant shall indemnify, defend, protect and hold harmless Landlord from and against any Losses of any kind that may be imposed upon Landlord in connection with any proceedings brought by Lessee; such contest and Lessee covenants to indemnify and save harmless Lessor from any such liabilities, losses, costs or expenses. Lessee shall be entitled to any refund of any Claims and such charges and penalties or interest thereon which have been paid by Lessee or paid by Lessor and for which Lessor has been fully reimbursed. In the event that Lessee fails to pay any Claims when due or to provide the security therefor as provided in this Section and diligently to prosecute any contest of the same, Lessor may, upon ten (10) days’ advance Notice to Lessee, and Lessee’s failure to correct the same within such ten (10) day period, pay such charges together with any interest and penalties Losses resulting therefrom and the same provisions of this Article VIII shall be repayable by Lessee to Lessor as Additional Charges at survive the next Payment Date provided for in termination or expiration of this Lease; provided, however, that should Lessor reasonably determine that the giving of such Notice would risk loss to the Leased Property or cause damage to Lessor, then Lessor shall give such Notice as is practical under the circumstances. Lessor reserves the right to contest any of the Claims at its expense not pursued by Lessee. Lessor and Lessee agree to cooperate in coordinating the contest of any Claims.

Permitted Contests. Lessee shall have Tenant, upon prior written notice to Landlord and at Tenant’s expense, may contest, by appropriate legal proceedings conducted in good faith and with due diligence, the right to contest the amount amount, validity or validity application, in whole or in part, of any Imposition to be paid by Lessee licensure or any certification decision, Imposition, Legal Requirement or Requirement, Insurance Requirement or any Requirement, lien, attachment, levy, encumbrance, charge or claim (“Claims”) not otherwise permitted by Section 12.1, by appropriate legal proceedings in good faith and with due diligence (but this shall not be deemed or construed in any way to relieve, modify or extend Lessee’s covenants to pay or its covenants to cause to be paid any such charges at the time and in the manner as in this Section provided), on condition, however, that such legal proceedings shall not operate to relieve Lessee from its obligations hereunder and shall not cause the sale or risk the loss of any portion of the Leased Property, or any part thereof, or cause Lessor or Lessee to be in default under any mortgage, deed of trust, security deed or other agreement encumbering the Leased Property or any interest therein. Upon the request of Lessor, Lessee shall either (a) provide a bond or other assurance reasonably satisfactory to Lessor that all Claims which may be assessed against the Leased Property together with interest and penalties, if any, thereon will be paid, or (b) deposit within the time otherwise required for payment with a bank or trust company as trustee upon terms reasonably satisfactory to Lessor, as security for the payment of such Claims, money in an amount sufficient to pay the same, together with interest and penalties in connection therewith, as to all Claims which may be assessed against or become a Claim on the Leased Property, or any part thereof, in said legal proceedings. Lessee shall furnish Lessor and any lender of Lessor with reasonable evidence of such deposit within five (5) days of the same. Lessor agrees to join in any such proceedings if the same be required legally to prosecute such contest of the validity of such Claimsclaim; provided, however, that Lessor (a) in the case of an unpaid Imposition, lien, attachment, levy, encumbrance, charge, or claim, the commencement and continuation of such proceedings shall suspend the collection thereof from Landlord and from the applicable Facility, (b) neither the applicable Facility nor any Rent therefrom nor any part thereof or interest therein would be reasonably likely to be in danger of being sold, forfeited, attached or lost pending the outcome of such proceedings, (c) in the case of a Legal Requirement, neither Landlord nor Tenant would be in any danger of civil or criminal liability for failure to comply therewith pending the outcome of such proceedings; (d) Tenant shall give such security as may be demanded by Landlord to insure ultimate payment of, or compliance with, the same and to prevent any sale or forfeiture (or risk thereof) of the applicable Facility or the Rent by reason of such non-payment or non-compliance; (e) in the case of the contest of an Insurance Requirement, the coverage required by Article VIII shall be maintained, and (f) if such contest is resolved against Landlord or Tenant, Tenant shall pay to the appropriate payee the amount required to be paid, together with all interest and penalties accrued thereon, and otherwise comply with the applicable Legal Requirement or Insurance Requirement. Landlord, at Tenant’s expense, shall execute and deliver to Tenant such authorizations and other documents as may reasonably be required in any such contest, and, if reasonably requested by Tenant or if Landlord so desires, shall join as a party therein. The provisions of this Article VII shall not thereby be subjected construed to any liability or loss for permit Tenant to contest the payment of Rent or any costs or expenses other amount payable by Tenant to Landlord hereunder. Tenant shall indemnify, defend, protect and hold harmless Landlord from and against any Losses of any kind that may be imposed upon Landlord in connection with any proceedings brought by Lessee; such contest and Lessee covenants to indemnify and save harmless Lessor from any such liabilities, losses, costs or expenses. Lessee shall be entitled to any refund of any Claims and such charges and penalties or interest thereon which have been paid by Lessee or paid by Lessor and for which Lessor has been fully reimbursed. In the event that Lessee fails to pay any Claims when due or to provide the security therefor as provided in this Section and diligently to prosecute any contest of the same, Lessor may, upon ten (10) days’ advance Notice to Lessee, and Lessee’s failure to correct the same within such ten (10) day period, pay such charges together with any interest and penalties Losses resulting therefrom and the same provisions of this Article VII shall be repayable by Lessee to Lessor as Additional Charges at survive the next Payment Date provided for in termination or expiration of this Lease; provided, however, that should Lessor reasonably determine that the giving of such Notice would risk loss to the Leased Property or cause damage to Lessor, then Lessor shall give such Notice as is practical under the circumstances. Lessor reserves the right to contest any of the Claims at its expense not pursued by Lessee. Lessor and Lessee agree to cooperate in coordinating the contest of any Claims.

Permitted Contests. Lessee shall have the right to contest the amount or validity of any Imposition to be paid by Lessee or any Legal Requirement or Insurance Requirement or any lien, attachment, levy, encumbrance, charge or claim (“any such Imposition, Legal Requirement, lien, attachment, levy, encumbrance, charge or claim herein referred to as "Claims”") not otherwise permitted by Section 12.1Article 11, by appropriate legal proceedings in good faith and with due diligence (but this shall not be deemed or construed in any way to relieve, modify or extend Lessee’s 's covenants to pay or its covenants to cause to be paid any such charges at the time and in the manner as in this Section Article provided), on condition, however, that such legal proceedings shall not operate to relieve Lessee from its obligations hereunder and shall not cause the sale or risk the loss of any portion of the Leased Property, or any part thereof, or cause Lessor or Lessee to be in default under any mortgage, deed of trust, security deed or other agreement encumbering the Leased Property or any interest therein. Upon the request of Lessor, Lessee shall either (a) provide a bond or other assurance reasonably satisfactory to Lessor that all Claims which may be assessed against the Leased Property together with interest and penalties, if any, thereon and legal fees anticipated to be incurred in connection therewith will be paid, or (b) deposit within the time otherwise required for payment with a bank or trust company as trustee upon terms reasonably satisfactory to Lessor, as security for the payment of such Claims, money in an amount sufficient to pay the same, together with interest and penalties thereon and legal fees anticipated to be incurred in connection therewith, as to all Claims which may be assessed against or become a Claim on the Leased Property, or any part thereof, in said legal proceedings. Lessee shall furnish Lessor and any lender of Lessor with reasonable evidence of such deposit within five (5) days of the same. Lessor agrees to join in any such proceedings if the same be required to legally to prosecute such contest of the validity of such Claims; provided, however, that Lessor shall not thereby be subjected to any liability or loss for the payment of any costs or expenses in connection with any proceedings brought by Lessee; and Lessee covenants to indemnify and save harmless Lessor from any such liabilities, losses, costs or expenses. Lessee shall be entitled to any refund of any Claims and such charges and penalties or interest thereon which have been paid by Lessee or paid by Lessor and for which Lessor has been fully reimbursed. In the event that Lessee fails to pay any Claims when due or to provide the security therefor as provided in this Section paragraph and to diligently to prosecute any contest of the same, Lessor may, upon ten (10) days’ days advance Notice to Lessee, and Lessee’s failure to correct the same within such ten (10) day period, pay such charges together with any interest and penalties and the same shall be repayable by Lessee to Lessor as Additional Charges at the next Payment Date provided for in this Lease; provided. Provided, however, that should Lessor reasonably determine that the giving of such Notice would risk loss to the Leased Property or cause damage to Lessor, then Lessor shall only give such Notice as is practical under the circumstances. Lessor reserves the right to contest any of the Claims at its expense not pursued by Lessee. Lessor and Lessee agree to cooperate in coordinating the contest of any Claims.. ARTICLE ------- 13

Permitted Contests. Lessee shall have the right to contest Tenant, on its own or on Landlord's behalf (or in Landlord's name), but at Tenant's expense, may contest, by appropriate legal proceedings conducted in good faith and with due diligence, the amount or validity or application, in whole or in part, of any Imposition to be paid by Lessee or any Legal Requirement legal requirement or Insurance Requirement insurance requirement or any lien, attachment, levy, encumbrance, charge or claim provided that: (“Claims”a) not otherwise permitted by Section 12.1in the case of an unpaid Imposition, by appropriate lien, attachment, levy, encumbrance, charge or claim, the commencement and continuation of such proceedings shall suspend the collection thereof from Landlord and from the subject Leased Property; (b) neither the subject Leased Property nor any Rent therefrom nor any part thereof or interest therein would be in any immediate danger of being sold, forfeited, attached or lost; (c) in the case of a legal proceedings in good faith and with due diligence (but this shall requirement, Landlord would not be deemed or construed in any way immediate danger of civil or criminal liability for failure to relieve, modify or extend Lessee’s covenants to pay or its covenants to cause to be paid comply therewith pending the outcome of such proceedings; (d) in the event that any such charges at contest shall involve a sum of money or potential loss in excess of Twenty Five Thousand Dollars ($25,000), Tenant shall deliver to Landlord and its counsel an opinion of Tenant's counsel to the time effect set forth in clauses (a), (b) and (c), to the extent applicable; (e) in the manner case of a legal requirement and/or an Imposition, lien, encumbrance, or charge, Tenant shall give such reasonable security as in this Section provided), on condition, however, that such legal proceedings shall not operate may be demanded by Landlord to relieve Lessee from its obligations hereunder insure ultimate payment of the same and shall not cause the to prevent any sale or risk the loss forfeiture of any portion of the Leased Property, or any part thereof, or cause Lessor or Lessee to be in default under any mortgage, deed of trust, security deed or other agreement encumbering the a subject Leased Property or any interest therein. Upon the request of Lessor, Lessee shall either (a) provide a bond or other assurance reasonably satisfactory to Lessor that all Claims which may be assessed against the Leased Property together with interest and penalties, if any, thereon will be paid, or (b) deposit within the time otherwise required for payment with a bank or trust company as trustee upon terms reasonably satisfactory to Lessor, as security for the payment Rent in respect thereof by reason of such Claims, money in an amount sufficient to pay the same, together with interest and penalties in connection therewith, as to all Claims which may be assessed against nonpayment or become a Claim on the Leased Property, or any part thereof, in said legal proceedings. Lessee shall furnish Lessor and any lender of Lessor with reasonable evidence of such deposit within five (5) days of the same. Lessor agrees to join in any such proceedings if the same be required legally to prosecute such contest of the validity of such Claimsnoncompliance; provided, however, that Lessor the provisions of this Section shall not thereby be subjected construed to any liability or loss for permit Tenant to contest the payment of Rent (except as to contests concerning the method of computation or the basis of levy of any Imposition or the basis for the assertion of any other claim) or any other sums payable by Tenant to Landlord hereunder; (f) in the case of an insurance requirement, the coverage required by Article IV shall be maintained; and (g) if such contest be finally resolved against Landlord or Tenant, Tenant shall, as Additional Rent due hereunder, promptly pay the amount required to be paid, together with all interest and penalties accrued thereon, or comply with the applicable legal requirement or insurance requirement. Landlord, at Tenant's expense, shall execute and deliver to Tenant such authorizations and other documents as may be reasonably required in any such contest, and, if reasonably requested by Tenant or if Landlord so desires, Landlord shall join as a party therein. Tenant hereby agrees to indemnify and hold harmless Landlord, its officers, trustees, employees, shareholders, affiliates and agents from and against any and all demands, claims, causes of action, fines, penalties, damages (including punitive and consequential damages), losses, liabilities (including strict liability), judgments, costs or and expenses (including, without limitation, attorneys' fees, court costs, and the costs set forth in Section 9.06) that may be incurred in connection with any proceedings brought by Lessee; and Lessee covenants to indemnify and save harmless Lessor or arise from any such liabilities, losses, costs or expenses. Lessee shall be entitled to any refund of any Claims and such charges and penalties or interest thereon which have been paid by Lessee or paid by Lessor and for which Lessor has been fully reimbursed. In the event that Lessee fails to pay any Claims when due or to provide the security therefor as provided in this Section and diligently to prosecute any contest of the same, Lessor may, upon ten (10) days’ advance Notice to Lessee, and Lessee’s failure to correct the same within such ten (10) day period, pay such charges together with any interest and penalties and the same shall be repayable by Lessee to Lessor as Additional Charges at the next Payment Date provided for in this Lease; provided, however, that should Lessor reasonably determine that the giving of such Notice would risk loss to the Leased Property or cause damage to Lessor, then Lessor shall give such Notice as is practical under the circumstances. Lessor reserves the right to contest any of the Claims at its expense not pursued by Lessee. Lessor and Lessee agree to cooperate in coordinating the contest of any Claimscontest.

Permitted Contests. Lessee shall have the right to contest Tenant, on its own or on Landlord's behalf (or in Landlord's name), but at Tenant's expense, may contest, by appropriate legal proceedings conducted in good faith and with due diligence, the amount or validity or application, in whole or in part, of any Imposition to be paid by Lessee or any Legal Requirement legal requirement or Insurance Requirement insurance requirement or any lien, attachment, levy, encumbrance, charge or claim provided that (“Claims”i) not otherwise permitted by Section 12.1, by appropriate legal proceedings in good faith and with due diligence (but this shall not be deemed or construed in any way to relieve, modify or extend Lessee’s covenants to pay or its covenants to cause to be paid any such charges at the time and in the manner as in this Section provided)case of an unpaid Imposition, on conditionlien, howeverattachment, that levy, encumbrance, charge or claim, the commencement and continuation of such legal proceedings shall not operate to relieve Lessee suspend the collection thereof from its obligations hereunder Landlord and shall not cause the sale or risk the loss of any portion of from the Leased Property, or any part thereof, or cause Lessor or Lessee to be in default under any mortgage, deed of trust, security deed or other agreement encumbering ; (ii) neither the Leased Property nor any Rent therefrom nor any part thereof or interest therein would be in any interest therein. Upon immediate danger of being sold, forfeited, attached or lost; (iii) in the request case of Lessora legal requirement, Lessee Landlord would not be in any immediate danger of civil or criminal liability for failure to comply therewith pending the outcome of such proceedings; (iv) in the event that any such contest shall either involve a sum of money or potential loss in excess of Fifty Thousand Dollars (a$50,000.00), Tenant shall deliver to Landlord and its counsel an opinion of Tenant's counsel to the effect set forth in clauses (i), (ii) provide and (iii), to the extent applicable; (v) in the case of a bond legal requirement and/or an Imposition, lien, encumbrance, or other assurance reasonably satisfactory to Lessor that all Claims which charge, Tenant shall give such reasonable security as may be assessed against demanded by Landlord to insure ultimate payment of the same and to prevent any sale or forfeiture of the affected Leased Property together with interest and penalties, if any, thereon will be paid, or (b) deposit within the time otherwise required for payment with a bank or trust company as trustee upon terms reasonably satisfactory to Lessor, as security for the payment Rent by reason of such Claims, money in an amount sufficient to pay the same, together with interest and penalties in connection therewith, as to all Claims which may be assessed against nonpayment or become a Claim on the Leased Property, or any part thereof, in said legal proceedings. Lessee shall furnish Lessor and any lender of Lessor with reasonable evidence of such deposit within five (5) days of the same. Lessor agrees to join in any such proceedings if the same be required legally to prosecute such contest of the validity of such Claimsnoncompliance; provided, however, that Lessor the provisions of this Section shall not thereby be subjected construed to any liability or loss for permit Tenant to contest the payment of Rent (except as to contests concerning the method of computation or the basis of levy of any costs Imposition or expenses the basis for the assertion of any other claim) or any other sums payable by Tenant to Landlord hereunder; (vi) in the case of an insurance requirement, the coverage required by Article IV shall be maintained; and (vii) if such contest be finally resolved against Landlord or Tenant, Tenant shall, as Other Additional Rent due hereunder, promptly pay the amount required to be paid, together with all interest and penalties accrued thereon, or comply with the applicable legal requirement or insurance requirement. Landlord, at Tenant's expense, shall execute and deliver to Tenant such authorizations and other documents as may be reasonably required in any such contest, and, if reasonably requested by Tenant or if Landlord so desires, Landlord shall join as a party therein. Tenant hereby agrees to indemnify and save Landlord harmless from and against any liability, cost or expense of any kind that may be imposed upon Landlord in connection with any proceedings brought by Lessee; such contest and Lessee covenants to indemnify and save harmless Lessor from any such liabilities, losses, costs or expenses. Lessee shall be entitled to any refund of any Claims and such charges and penalties or interest thereon which have been paid by Lessee or paid by Lessor and for which Lessor has been fully reimbursed. In the event that Lessee fails to pay any Claims when due or to provide the security therefor as provided in this Section and diligently to prosecute any contest of the same, Lessor may, upon ten (10) days’ advance Notice to Lessee, and Lessee’s failure to correct the same within such ten (10) day period, pay such charges together with any interest and penalties and the same shall be repayable by Lessee to Lessor as Additional Charges at the next Payment Date provided for in this Lease; provided, however, that should Lessor reasonably determine that the giving of such Notice would risk loss to the Leased Property or cause damage to Lessor, then Lessor shall give such Notice as is practical under the circumstances. Lessor reserves the right to contest any of the Claims at its expense not pursued by Lessee. Lessor and Lessee agree to cooperate in coordinating the contest of any Claimsresulting therefrom.

Permitted Contests. Lessee shall have the right to contest Tenant, on its own or on Landlord's behalf (or in Landlord's name), but at Tenant's expense, may contest, by appropriate legal proceedings conducted in good faith and with due diligence, the amount or validity or application, in whole or in part, of any Imposition to be paid by Lessee or any Legal Requirement legal requirement or Insurance Requirement insurance requirement or any lien, attachment, levy, encumbrance, charge or claim (“Claims”) not otherwise permitted by Section 12.1, by appropriate legal proceedings in good faith and with due diligence (but this shall not be deemed or construed in any way to relieve, modify or extend Lessee’s covenants to pay or its covenants to cause to be paid any such charges at the time and provided that [i] in the manner as in this Section provided)case of an unpaid Imposition, on conditionlien, howeverattachment, that levy, encumbrance, charge or claim, the commencement and continuation of such legal proceedings shall not operate to relieve Lessee suspend the collection thereof from its obligations hereunder Landlord and shall not cause the sale or risk the loss of any portion of from the Leased Property, or any part thereof, or cause Lessor or Lessee to be in default under any mortgage, deed of trust, security deed or other agreement encumbering ; [ii] neither the Leased Property nor any Rent therefrom nor any part thereof or interest therein would be in any interest therein. Upon immediate danger of being sold, forfeited, attached or lost; [iii] in the request case of Lessora legal requirement, Lessee Landlord would not be in any immediate danger of civil or criminal liability for failure to comply therewith pending the outcome of such Proceedings; [iv] in the event that any such contest shall either involve a sum of money or potential loss in excess of Fifty Thousand Dollars (a) provide $50,000.00), Tenant shall deliver to Landlord and its counsel an opinion of Tenant's counsel to the effect set forth in clauses [i], [ii] and [iii], to the extent applicable; [v] in the case of a bond legal requirement and/or an Imposition, lien, encumbrance, or other assurance reasonably satisfactory to Lessor that all Claims which charge, Tenant shall give such reasonable security as may be assessed against demanded by Landlord to insure ultimate payment of the same and to prevent any sale or forfeiture of the affected Leased Property together with interest and penalties, if any, thereon will be paid, or (b) deposit within the time otherwise required for payment with a bank or trust company as trustee upon terms reasonably satisfactory to Lessor, as security for the payment Rent by reason of such Claims, money in an amount sufficient to pay the same, together with interest and penalties in connection therewith, as to all Claims which may be assessed against nonpayment or become a Claim on the Leased Property, or any part thereof, in said legal proceedings. Lessee shall furnish Lessor and any lender of Lessor with reasonable evidence of such deposit within five (5) days of the same. Lessor agrees to join in any such proceedings if the same be required legally to prosecute such contest of the validity of such Claimsnoncompliance; provided, however, that Lessor the provisions of this Section shall not thereby be subjected construed to any liability or loss for permit Tenant to contest the payment of Rent (except as to contests concerning the method of computation or the basis of levy of any costs Imposition or expenses the basis for the assertion of any other claim) or any other sums payable by Tenant to Landlord hereunder; [vi] in the case of an insurance requirement, the coverage required by Article IV shall be maintained: and [vii] if such contest be finally resolved against Landlord or Tenant, Tenant shall, as Additional Rent due hereunder, promptly pay the amount required to be paid, together with all interest and penalties accrued thereon, or comply with the applicable legal requirement or insurance requirement. Landlord, at Tenant's expense, shall execute and deliver to Tenant such authorizations and other documents as may be reasonably required in any such contest, and, if reasonably requested by Tenant or if Landlord so desires, Landlord shall join as a party therein. Tenant hereby agrees to indemnify and save Landlord harmless from and against any liability, cost or expense of any kind that may be imposed upon Landlord in connection with any proceedings brought by Lessee; such contest and Lessee covenants to indemnify and save harmless Lessor from any such liabilities, losses, costs or expenses. Lessee shall be entitled to any refund of any Claims and such charges and penalties or interest thereon which have been paid by Lessee or paid by Lessor and for which Lessor has been fully reimbursed. In the event that Lessee fails to pay any Claims when due or to provide the security therefor as provided in this Section and diligently to prosecute any contest of the same, Lessor may, upon ten (10) days’ advance Notice to Lessee, and Lessee’s failure to correct the same within such ten (10) day period, pay such charges together with any interest and penalties and the same shall be repayable by Lessee to Lessor as Additional Charges at the next Payment Date provided for in this Lease; provided, however, that should Lessor reasonably determine that the giving of such Notice would risk loss to the Leased Property or cause damage to Lessor, then Lessor shall give such Notice as is practical under the circumstances. Lessor reserves the right to contest any of the Claims at its expense not pursued by Lessee. Lessor and Lessee agree to cooperate in coordinating the contest of any Claimsresulting therefrom.

Permitted Contests. Lessee (a) So long as no Event of Default has occurred and is continuing, after prior written notice to Landlord, Tenant shall not be required to (i) pay any Imposition, (ii) comply with any Legal Requirement, (iii) discharge or remove any lien referred to in Paragraph 9 or 12, or (iv) take any action with respect to any violation referred to in Paragraph 11(b) so long as Tenant shall contest, in good faith and at its expense, the existence, the amount or the validity thereof, the amount of the damages caused thereby, or the extent of its or Landlord’s liability therefor, by appropriate proceedings which shall operate during the pendency thereof to prevent (A) the collection of, or other realization upon, the Imposition or lien so contested, (B) the sale, forfeiture or loss of any of the Leased Premises, any Basic Rent or any Additional Rent to satisfy the same or to pay any damages caused by the violation of any such Legal Requirement or by any such violation, (C) any interference with the use or occupancy of any of the Leased Premises, (D) any interference with the payment of any Basic Rent or any Additional Rent, and (E) the cancellation of any fire or other insurance policy. So long as no Event of Default has occurred and is continuing, Tenant shall control any such contest proceeding and Landlord shall reasonably cooperate with Tenant (including, without limitation, executing any documents reasonably required to be signed by Landlord in such contest proceeding, so long as such documents will not subject Landlord to any liability that is not indemnified against by Tenant hereunder and do not admit any liability on Landlord’s part) in connection with such contest, all at Tenant’s expense. So long as no Event of Default has occurred and is continuing, Landlord shall not settle any such contest without the prior written consent of Tenant, which consent shall not be unreasonably withheld. (b) In no event shall Tenant pursue any contest with respect to any Imposition, Legal Requirement, lien, or violation, referred to above in such manner that exposes Landlord or any Lender to (i) criminal liability, penalty or sanction, (ii) any civil liability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlord or (iii) defeasance of its interest (including the subordination of the lien of any Mortgage to a lien to which such Mortgage is not otherwise subordinate prior to such contest) in the Leased Premises. (c) Tenant agrees that each such contest shall be promptly and diligently prosecuted to a final conclusion, except that Tenant shall have the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay and save each Lender and Landlord harmless against any and all losses, judgments, decrees and costs (including all reasonable attorneys’ fees and expenses) in connection with any such contest and shall, promptly after the amount final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or validity of any Imposition imposed or be determined to be paid by Lessee payable therein or any Legal Requirement or Insurance Requirement or any lien, attachment, levy, encumbrance, charge or claim (“Claims”) not otherwise permitted by Section 12.1, by appropriate legal proceedings in good faith and with due diligence (but this shall not be deemed or construed in any way to relieve, modify or extend Lessee’s covenants to pay or its covenants to cause to be paid any such charges at the time and in the manner as in this Section provided), on condition, however, that such legal proceedings shall not operate to relieve Lessee from its obligations hereunder and shall not cause the sale or risk the loss of any portion of the Leased Property, or any part thereof, or cause Lessor or Lessee to be in default under any mortgage, deed of trust, security deed or other agreement encumbering the Leased Property or any interest therein. Upon the request of Lessor, Lessee shall either (a) provide a bond or other assurance reasonably satisfactory to Lessor that all Claims which may be assessed against the Leased Property together with interest and penalties, if any, thereon will be paid, or (b) deposit within the time otherwise required for payment with a bank or trust company as trustee upon terms reasonably satisfactory to Lessor, as security for the payment of such Claims, money in an amount sufficient to pay the same, together with interest and penalties in connection therewith, as to together with all Claims which may be assessed against penalties, fines, interest, costs and expenses thereof or become a Claim on the Leased Property, or any part thereof, in said legal proceedings. Lessee shall furnish Lessor and any lender of Lessor with reasonable evidence of such deposit within five (5) days of the same. Lessor agrees to join in any such proceedings if the same be required legally to prosecute such contest of the validity of such Claims; provided, however, that Lessor shall not thereby be subjected to any liability or loss for the payment of any costs or expenses in connection with any proceedings brought by Lessee; therewith, and Lessee covenants to indemnify and save harmless Lessor from any such liabilities, losses, costs or expenses. Lessee perform all acts the performance of which shall be entitled to any refund of any Claims and such charges and penalties ordered or interest thereon which have been paid by Lessee or paid by Lessor and for which Lessor has been fully reimbursed. In the event that Lessee fails to pay any Claims when due or to provide the security therefor decreed as provided in this Section and diligently to prosecute any contest of the same, Lessor may, upon ten (10) days’ advance Notice to Lessee, and Lessee’s failure to correct the same within such ten (10) day period, pay such charges together with any interest and penalties and the same shall be repayable by Lessee to Lessor as Additional Charges at the next Payment Date provided for in this Lease; provided, however, that should Lessor reasonably determine that the giving of such Notice would risk loss to the Leased Property or cause damage to Lessor, then Lessor shall give such Notice as is practical under the circumstances. Lessor reserves the right to contest any of the Claims at its expense not pursued by Lessee. Lessor and Lessee agree to cooperate in coordinating the contest of any Claimsa result thereof.

Permitted Contests. Lessee Notwithstanding anything to the contrary contained in this Borrower Loan Agreement, Borrower shall have the right to contest the amount or validity object in good faith to any claim, demand, levy or assessment (other than in respect of Debt or Contractual Obligations of Borrower under any Imposition to be paid by Lessee Borrower Loan Document or any Legal Requirement or Insurance Requirement or any lien, attachment, levy, encumbrance, charge or claim (“Claims”Related Document) not otherwise permitted by Section 12.1, by appropriate legal proceedings in good faith and with due diligence (that are not prejudicial to Funding Lender’s rights, but this shall not be deemed or construed as in any way relieving, modifying or providing any extension of time with respect to relieve, modify or extend LesseeBorrower’s covenants covenant to pay or its covenants to cause to be paid and comply with any such charges at claim, demand, levy or assessment, unless Borrower shall have given prior Written Notice to the time Governmental Lender and the Funding Lender of Borrower’s intent to so contest or object thereto, and unless (i) Borrower has, in the manner as in this Section provided)Governmental Lender’s and the Funding Lender’s judgment, on conditiona reasonable basis for such contest, however(ii) Borrower pays when due any portion of the claim, demand, levy or assessment to which Borrower does not object, (iii) Borrower demonstrates to Funding Lender’s satisfaction that such legal proceedings shall not conclusively operate to relieve Lessee from its obligations hereunder and shall not cause the sale prevent enforcement prior to final determination of such proceedings, (iv) Borrower furnishes such bond, surety, undertaking or risk the loss of any portion of the Leased Propertyother security in connection therewith as required by law, or any part thereofas requested by and satisfactory to Funding Lender, or cause Lessor or Lessee to be in default under any mortgagestay such proceeding, deed of trustwhich bond, security deed surety, undertaking or other agreement encumbering the Leased Property security shall be issued by a bonding company, insurer or any interest therein. Upon the request of Lessor, Lessee shall either (a) provide a bond or other assurance surety company reasonably satisfactory to Lessor that all Claims which may Funding Lender and shall be assessed sufficient to cause the claim, demand, levy or assessment to be insured against by the Title Company or removed as a lien against the Leased Property together Project, (v) Borrower at all times prosecutes the contest with interest due diligence, and penalties(vi) Borrower pays, if any, thereon will be paid, or (b) deposit within promptly following a determination of the time otherwise required for payment with a bank or trust company as trustee upon terms reasonably satisfactory to Lessor, as security for the payment amount of such Claimsclaim, money in an demand, levy or assessment due and owing by Borrower, the amount sufficient so determined to pay the same, together with interest be due and penalties in connection therewith, as to all Claims which may be assessed against or become a Claim on the Leased Property, or any part thereof, in said legal proceedings. Lessee shall furnish Lessor and any lender of Lessor with reasonable evidence of such deposit within five (5) days of the same. Lessor agrees to join in any such proceedings if the same be required legally to prosecute such contest of the validity of such Claims; provided, however, that Lessor shall not thereby be subjected to any liability or loss for the payment of any costs or expenses in connection with any proceedings brought owing by Lessee; and Lessee covenants to indemnify and save harmless Lessor from any such liabilities, losses, costs or expenses. Lessee shall be entitled to any refund of any Claims and such charges and penalties or interest thereon which have been paid by Lessee or paid by Lessor and for which Lessor has been fully reimbursedBorrower. In the event that Lessee fails to pay any Claims when due or to provide the security therefor as provided in this Section and diligently to prosecute any contest Borrower does not make, promptly following a determination of the sameamount of such claim, Lessor maydemand, upon ten levy or assessment due and owing by Borrower, any payment required to be made pursuant to clause (10vi) days’ advance Notice to Lesseeof the preceding sentence, an Event of Default shall have occurred, and Lessee’s failure Funding Lender may draw or realize upon any bond or other security delivered to correct the same within such ten (10) day period, pay such charges together Funding Lender in connection with any interest and penalties and the same shall be repayable by Lessee to Lessor as Additional Charges at the next Payment Date provided for in this Lease; provided, however, that should Lessor reasonably determine that the giving of such Notice would risk loss to the Leased Property or cause damage to Lessor, then Lessor shall give such Notice as is practical under the circumstances. Lessor reserves the right to contest any of the Claims at its expense not pursued by Lessee. Lessor and Lessee agree to cooperate in coordinating the contest of any Claimsby Borrower, in order to make such payment.

Permitted Contests. Lessee shall have the right to Lessee, on its own or on Lessor’s behalf (or in Lessor’s) name, but at Lessee’s sole cost and expense, may contest the amount or validity of any Imposition to be paid by Lessee or any Legal Requirement or Insurance Requirement or any lien, attachment, levy, encumbrance, charge or claim claim, or any encroachment or restriction burdening any Leased Property as provided in Section 9.2 (“Claims”) ), not otherwise permitted by Section 12.1Article XI, by appropriate legal proceedings in good faith and with due diligence (but this shall not be deemed or construed in any way to relieveas relieving, modify modifying or extend extending Lessee’s covenants to pay or its covenants to cause to be paid any such charges at the time and in the manner as in this Section Article provided), on condition, however, that such legal proceedings shall not operate to relieve Lessee from its obligations hereunder and shall not cause the sale or risk the loss of any portion of the Leased Property, or any part thereof, to satisfy the same or cause Lessor or Lessee to be in default under any mortgage, deed Encumbrance or in violation of trust, security deed any Legal Requirements or other agreement encumbering the Insurance Requirements upon any Leased Property or any interest therein. Upon the request of Lessor, Lessee shall either (ai) provide a bond bond, letter of credit or other assurance reasonably satisfactory to Lessor and any court having jurisdiction thereof that all Claims which may be assessed against the any Leased Property together with interest and penalties, if any, thereon will be paid, or (bii) deposit within the time otherwise required for payment with a bank or trust company selected by Lessor as trustee upon terms reasonably satisfactory to Lessortrustee, as security for the payment of such Claims, money in an amount sufficient to pay the same, together with interest and penalties in connection therewith, as to therewith and all Claims which may be assessed against or become a Claim on the any Leased Property, or any part thereof, in said legal proceedings, or (iii) deposit in the court having jurisdiction thereof an amount required by the laws of the State in which a Facility is located, to release any lien from any Leased Property. Lessee shall furnish Lessor and any lender of Lessor and any other party entitled to assert or enforce any Legal Requirements or Insurance Requirements with reasonable evidence of such deposit within five (5) days of the same. Lessor agrees to join in any such proceedings if the same be required to legally to prosecute such contest of the validity of such Claims; provided, however, that Lessor shall not thereby be subjected to any liability or loss for the payment of any costs or expenses in connection with any proceedings brought by Lesseesuch proceedings; and Lessee covenants to indemnify and save harmless Lessor from any such liabilities, losses, costs or expenses, including but not limited to reasonable attorneys’ fees incurred in any arbitration proceeding, trial, appeal and post-judgment enforcement proceedings. Lessee shall be entitled to any refund of any Claims and such charges and penalties or interest thereon which have been paid by Lessee or paid by Lessor and for which Lessor has been fully reimbursed. In the event that If Lessee fails to pay or satisfy the requirements or conditions of any Claims when due or to provide the security therefor as provided in this Section paragraph and to diligently to prosecute any contest of the same, Lessor may, upon ten thirty (1030) days’ advance written Notice to Lessee, and Lessee’s failure to correct the same within such ten (10) day period, pay such charges or satisfy such claims together with any interest and penalties and the same (or the cost thereof) shall be repayable by Lessee to Lessor as Additional Charges at upon presentation of a written statement setting forth the next Payment Date provided for in this Lease; provided, however, that should amounts so claimed. If Lessor reasonably determine determines that the giving of such Notice would risk loss to the any Leased Property or cause damage to Lessor, then Lessor shall give such written Notice as is practical under the circumstances. Lessor reserves the right to contest any of the Claims at its expense not pursued by Lessee. Lessor and Lessee agree to cooperate in coordinating the contest of any Claims.

Permitted Contests. Lessee Tenant shall have the right to contest the amount or validity of any Imposition to be paid by Lessee or any Legal Requirement or Requirement, Insurance Requirement or any lienRequirement, attachmentLien, levy, encumbranceImposition, charge or other claim (“collectively, "Claims”") not otherwise permitted by Section 12.1as to any of the Leased Properties, by appropriate legal proceedings proceedings, conducted in good faith and with due diligence diligence, provided that (but this i) the foregoing shall not in no way be deemed construed as relieving, modifying or construed in any way to relieve, modify or extend Lessee’s covenants extending Tenant's obligation to pay or its covenants to cause to be paid any Claims as finally determined; (ii) such charges at the time and in the manner as in this Section provided), on condition, however, that such legal proceedings shall not operate to relieve Lessee from its obligations hereunder and contest shall not cause the sale or risk the loss of any portion of the Leased Property, or any part thereof, or cause Lessor or Lessee Landlord to be in default under any mortgage, deed Facility Mortgage; (iii) no part of trust, security deed or other agreement encumbering the applicable Leased Property nor any Rent therefrom shall be in any immediate danger of sale, forfeiture, attachment or loss; and (iv) Tenant shall indemnify and hold harmless Landlord from and against any interest thereincost, claim, damage, penalty or reasonable expense, including reasonable attorneys' fees, incurred by Landlord in connection therewith or as a result thereof. Upon the request of LessorLandlord's request, Lessee Tenant shall either (ai) provide a bond bond, title indemnity, endorsement or other assurance reasonably satisfactory to Lessor Landlord that all Claims which may be assessed against the applicable Leased Property Property, together with all interest and penaltiespenalties thereon, if any, thereon will be paid, or (bii) deposit within the time otherwise required for payment with a bank the Escrow Agent or trust company as trustee upon terms another financial institution reasonably satisfactory acceptable to LessorLandlord, as security for the payment of such Claims, money in an amount sufficient to pay the same, together with interest and penalties in connection therewith, as to therewith and all Claims which may be assessed against or become a Claim on or with respect to the applicable Leased Property, or any part thereof, in said legal proceedingsconnection with any such contest. Lessee Tenant shall furnish Lessor and any lender of Lessor Landlord with reasonable evidence of such deposit deposit, title indemnity, endorsement or other assurance within five (5) days of the sameBusiness Days after request therefor. Lessor Landlord agrees to join in any such proceedings if the same be required legally to prosecute such contest of the validity of such Claims; provided(and shall cooperate with Tenant's reasonable requests in connection therewith, howeverat Tenant's sole cost and expense), provided that Lessor Landlord shall not thereby be subjected to any liability or loss therefor (including, without limitation, for the payment of any costs or expenses in connection with any proceedings brought by Lessee; and Lessee covenants to indemnify and save harmless Lessor from any such liabilities, losses, costs or expensestherewith). Lessee Tenant shall be entitled to any refund of any Claims and such charges and penalties or interest thereon which have been paid by Lessee Tenant or paid by Lessor Landlord and for which Lessor Landlord has been fully reimbursedreimbursed by Tenant. In the event that Lessee fails If Tenant shall fail (A) to pay any Claims when due or promptly after such Claim is finally determined (provided no appeal has been commenced and under applicable law no payment is required to be made during the pendency of any appeal), (B) to provide the security therefor as provided in this Section and diligently Paragraph 26, or (C) to prosecute any such contest of the samediligently and in good faith, Lessor Landlord may, upon ten (10) days’ advance reasonable Notice to Lessee, and Lessee’s failure to correct the same within such ten (10) day periodTenant, pay such charges charges, together with any interest and penalties due with respect thereto, and the same Tenant shall be repayable by Lessee to Lessor as Additional Charges at the next Payment Date provided for in this Lease; providedreimburse Landlord therefor, however, that should Lessor reasonably determine that the giving of such Notice would risk loss to the Leased Property or cause damage to Lessor, then Lessor shall give such Notice as is practical under the circumstances. Lessor reserves the right to contest any of the Claims at its expense not pursued by Lessee. Lessor and Lessee agree to cooperate in coordinating the contest of any Claimsupon demand.

Permitted Contests. Lessee shall have the right to contest Borrower, on its own or on Lender’s behalf (or in Lender’s name), but at Borrower’s expense, may contest, by appropriate legal proceedings conducted in good faith and with due diligence, the amount or validity or application, in whole or in part, of any Imposition to be paid by Lessee (as defined in the Mortgage) or any Legal Requirement or Insurance Requirement or any lien, attachment, levy, encumbrance, charge or claim (“Claims”) not otherwise permitted by Section 12.1, by appropriate legal proceedings in good faith and with due diligence (but this shall not be deemed or construed in any way to relieve, modify or extend Lessee’s covenants to pay or its covenants to cause to be paid any such charges at the time and provided that [i] in the manner as in this Section provided)case of an unpaid Imposition, on conditionlien, howeverattachment, that levy, encumbrance, charge or claim, the commencement and continuation of such legal proceedings shall not operate to relieve Lessee suspend the collection thereof from its obligations hereunder Lender and shall not cause from the sale or risk Facility; [ii] the loss of any portion of the Leased Property, Facility or any part thereof, thereof or cause Lessor or Lessee to interest therein would not be in default under any mortgageimmediate danger of being sold, deed forfeited, attached or lost; [iii] in the case of trusta Legal Requirement, security deed Lender would not be in any immediate danger of civil or other agreement encumbering criminal liability for failure to comply therewith pending the Leased Property outcome of such proceedings; [iv] in the case of a mechanic’s or any interest therein. Upon materialmen lien, the request requirements of Lessor§5.4 shall be satisfied; and [v] if such contest be finally resolved against Lender or Borrower, Lessee Borrower shall either (a) provide a bond or other assurance reasonably satisfactory promptly pay the amount required to Lessor that all Claims which may be assessed against the Leased Property together with interest and penalties, if any, thereon will be paid, or (b) deposit within the time otherwise required for payment with a bank or trust company as trustee upon terms reasonably satisfactory to Lessor, as security for the payment of such Claims, money in an amount sufficient to pay the same, together with all interest and penalties in connection therewith, as to all Claims which may be assessed against or become a Claim on the Leased Propertyaccrued thereon, or any part thereofcomply with the applicable Legal Requirement or Insurance Requirement. Lender, in said legal proceedings. Lessee at Borrower’s expense, shall furnish Lessor execute and any lender of Lessor with reasonable evidence of deliver to Borrower such deposit within five (5) days of the same. Lessor agrees to join authorizations and other documents as may reasonably be required in any such proceedings contest, and, if the same be required legally to prosecute such contest of the validity of such Claims; providedreasonably requested by Borrower or if Lender so desires, howeverLender shall join as a party therein. Borrower shall indemnify and save Lender harmless against any liability, that Lessor shall not thereby be subjected to any liability cost or loss for the payment expense of any costs or expenses kind that may be imposed upon Lender in connection with any proceedings brought by Lessee; such contest and Lessee covenants to indemnify and save harmless Lessor from any such liabilities, losses, costs or expenses. Lessee shall be entitled to any refund of any Claims and such charges and penalties or interest thereon which have been paid by Lessee or paid by Lessor and for which Lessor has been fully reimbursed. In the event that Lessee fails to pay any Claims when due or to provide the security therefor as provided in this Section and diligently to prosecute any contest of the same, Lessor may, upon ten (10) days’ advance Notice to Lessee, and Lessee’s failure to correct the same within such ten (10) day period, pay such charges together with any interest and penalties and the same shall be repayable by Lessee to Lessor as Additional Charges at the next Payment Date provided for in this Lease; provided, however, that should Lessor reasonably determine that the giving of such Notice would risk loss to the Leased Property or cause damage to Lessor, then Lessor shall give such Notice as is practical under the circumstances. Lessor reserves the right to contest any of the Claims at its expense not pursued by Lessee. Lessor and Lessee agree to cooperate in coordinating the contest of any Claimsresulting therefrom.

Permitted Contests. Lessee shall have Tenant, upon prior written notice to Landlord, on its own or in Landlord’s name, at Tenant’s expense, may contest, by appropriate legal proceedings conducted in good faith and with due diligence, the right to contest the amount amount, validity or validity application, in whole or in part, of any Imposition licensure or certification decision (including pursuant to be paid by Lessee or any Gaming Regulation), Imposition, Legal Requirement or Requirement, Insurance Requirement or any Requirement, lien, attachment, levy, encumbrance, charge or claim (“Claims”) not otherwise permitted by Section 12.1, by appropriate legal proceedings in good faith and with due diligence (but this shall not be deemed or construed in any way to relieve, modify or extend Lessee’s covenants to pay or its covenants to cause to be paid any such charges at the time and in the manner as in this Section provided), on condition, however, that such legal proceedings shall not operate to relieve Lessee from its obligations hereunder and shall not cause the sale or risk the loss of any portion of the Leased Property, or any part thereof, or cause Lessor or Lessee to be in default under any mortgage, deed of trust, security deed or other agreement encumbering the Leased Property or any interest therein. Upon the request of Lessor, Lessee shall either (a) provide a bond or other assurance reasonably satisfactory to Lessor that all Claims which may be assessed against the Leased Property together with interest and penalties, if any, thereon will be paid, or (b) deposit within the time otherwise required for payment with a bank or trust company as trustee upon terms reasonably satisfactory to Lessor, as security for the payment of such Claims, money in an amount sufficient to pay the same, together with interest and penalties in connection therewith, as to all Claims which may be assessed against or become a Claim on the Leased Property, or any part thereof, in said legal proceedings. Lessee shall furnish Lessor and any lender of Lessor with reasonable evidence of such deposit within five (5) days of the same. Lessor agrees to join in any such proceedings if the same be required legally to prosecute such contest of the validity of such Claimsclaim; provided, however, that Lessor (i) in the case of an unpaid Imposition, lien, attachment, levy, encumbrance, charge or claim, the commencement and continuation of such proceedings shall suspend the collection thereof from Landlord and from the Leased Property or any Capital Improvement thereto; (ii) neither the Leased Property or any Capital Improvement thereto, the Rent therefrom nor any part or interest in either thereof would be in any danger of being sold, forfeited, attached or lost pending the outcome of such proceedings; (iii) in the case of a Legal Requirement, neither Landlord nor Tenant would be in any danger of civil or criminal liability for failure to comply therewith pending the outcome of such proceedings; (iv) if any such contest shall involve a sum of money or potential loss in excess of Five Hundred Thousand Dollars ($500,000), upon request of Landlord, Tenant shall deliver to Landlord an opinion of counsel reasonably acceptable to Landlord to the effect set forth in clauses (i), (ii) and (iii) above, to the extent applicable (it being agreed that the matters set forth in clause (i) can be addressed by Xxxxxx paying the contested amount prior to any such contest); (v) in the case of a Legal Requirement, Imposition, lien, encumbrance or charge, Tenant shall give such reasonable security as may be required by Landlord to prevent any sale or forfeiture of the Leased Property or any Capital Improvement thereto or the Rent by reason of such non-payment or noncompliance; (vi) in the case of an Insurance Requirement, the coverage required by Article XIII shall be maintained; (vii) Tenant shall keep Landlord reasonably informed as to the status of the proceedings; and (viii) if such contest be finally resolved against Landlord or Tenant, Tenant shall promptly pay the amount required to be paid, together with all interest and penalties accrued thereon, or comply with the applicable Legal Requirement or Insurance Requirement. Landlord, at Xxxxxx’s expense, shall execute and deliver to Tenant such authorizations and other documents as may reasonably be required in any such contest, and, if reasonably requested by Tenant or if Landlord so desires, Landlord shall join as a party therein. The provisions of this Article XII shall not thereby be subjected construed to any liability or loss for permit Tenant to contest the payment of Rent or any costs other amount (other than Impositions or expenses Additional Charges which Tenant may from time to time be required to impound with Landlord) payable by Tenant to Landlord hereunder. Tenant shall indemnify, defend, protect and save Landlord harmless from and against any liability, cost or expense of any kind that may be imposed upon Landlord in connection with any proceedings brought by Lessee; such contest and Lessee covenants any loss resulting therefrom, except in any instance where Xxxxxxxx opted to indemnify join and save harmless Lessor from any joined as a party in the proceeding despite Xxxxxx’s having sent written notice to Landlord of Tenant’s preference that Landlord not join in such liabilities, losses, costs or expenses. Lessee shall be entitled to any refund of any Claims and such charges and penalties or interest thereon which have been paid by Lessee or paid by Lessor and for which Lessor has been fully reimbursed. In the event that Lessee fails to pay any Claims when due or to provide the security therefor as provided in this Section and diligently to prosecute any contest of the same, Lessor may, upon ten (10) days’ advance Notice to Lessee, and Lessee’s failure to correct the same within such ten (10) day period, pay such charges together with any interest and penalties and the same shall be repayable by Lessee to Lessor as Additional Charges at the next Payment Date provided for in this Lease; provided, however, that should Lessor reasonably determine that the giving of such Notice would risk loss to the Leased Property or cause damage to Lessor, then Lessor shall give such Notice as is practical under the circumstances. Lessor reserves the right to contest any of the Claims at its expense not pursued by Lessee. Lessor and Lessee agree to cooperate in coordinating the contest of any Claimsproceeding.

Permitted Contests. Lessee shall have After prior written notice to the right Mortgagee, the Mortgagor at its expense may contest, or cause to contest be contested, by appropriate legal proceedings conducted in good faith and with due diligence, the amount or validity or application, in whole or in part, of any Imposition to be paid by Lessee or any Imposition, Legal Requirement or Insurance Requirement or any lien of a mechanic, materialman, supplier or vendor, PROVIDED THAT, (a) in the case of an unpaid Imposition, lien, attachmentencumbrance or charge, levy, encumbrance, charge or claim (“Claims”) not otherwise permitted by Section 12.1, by appropriate legal proceedings in good faith and with due diligence (but this shall not be deemed or construed in any way to relieve, modify or extend Lessee’s covenants to pay or its covenants to cause to be paid any such charges at the time and in the manner as in this Section provided), on condition, however, that such legal proceedings shall not operate to relieve Lessee suspend the collection thereof from its obligations hereunder the Mortgagor, the Mortgagee, and the Collateral (including any rent or other income therefrom) and shall not cause interfere with the sale or risk the loss payment of any portion of such rent or income, (b) neither the Leased Property, Collateral nor any rent or other income therefrom nor any part thereof, thereof or cause Lessor or Lessee to interest therein would be in default under any mortgagedanger of being sold, deed forfeited, lost, impaired or interfered with, (c) in the case of trusta Legal Requirement, security deed neither the Mortgagor nor the Mortgagee would be in danger of any material civil or other agreement encumbering criminal liability for failure to comply therewith, (d) the Leased Property or any interest therein. Upon the request of Lessor, Lessee Mortgagor shall either (a) provide a bond or other assurance reasonably satisfactory to Lessor that all Claims which may be assessed against the Leased Property together with interest and penaltieshave furnished such security, if any, thereon will as may be paidrequired in the proceedings or as may be reasonably requested by the Mortgagee, or (be) deposit within the time otherwise required for payment with a bank or trust company as trustee upon terms reasonably satisfactory to Lessor, as security for the non-payment of such Claims, money in an amount sufficient to pay the same, together with interest and penalties in connection therewith, as to all Claims which may be assessed against or become a Claim on the Leased Property, whole or any part thereof, of any Imposition will not result in said legal proceedings. Lessee shall furnish Lessor and the delivery of a tax deed to the Collateral or any lender of Lessor with reasonable evidence part thereof because of such deposit within five non-payment, (5f) days of the same. Lessor agrees to join in any such proceedings if the same be required legally to prosecute such contest of the validity of such Claims; provided, however, that Lessor shall not thereby be subjected to any liability or loss for the payment of any costs or expenses in connection sums required to be paid with any proceedings brought by Lessee; and Lessee covenants respect to indemnify and save harmless Lessor from any such liabilities, losses, costs or expenses. Lessee shall be entitled to any refund of any Claims and such charges and penalties or interest thereon which have been paid by Lessee or paid by Lessor and for which Lessor has been fully reimbursed. In the event that Lessee fails to pay any Claims when due or to provide the security therefor as provided in this Section and diligently to prosecute any contest of the same, Lessor may, upon ten (10) days’ advance Notice to Lessee, and Lessee’s failure to correct the same within such ten (10) day period, pay such charges together with any interest and penalties and the same shall be repayable by Lessee to Lessor as Additional Charges at the next Payment Date provided for in this Lease; provided, however, that should Lessor reasonably determine that the giving of such Notice would risk loss to the Leased Property or cause damage to Lessor, then Lessor shall give such Notice as is practical under the circumstances. Lessor reserves the right to contest any of the Claims Notes or under this Mortgage (other than any unpaid Imposition, lien, encumbrance or charge at its expense the time being contested in accordance with this SECTION 1.8) shall not pursued by Lessee. Lessor and Lessee agree to cooperate be interfered with or otherwise affected, (g) in coordinating the contest case of any ClaimsInsurance Requirement, the failure of the Mortgagor to comply therewith shall not affect the validity of any insurance required to be maintained by the Mortgagor under SECTION 2.1, and (h) that adequate reserves, determined in accordance with GAAP, shall have been set aside on the Mortgagor's books.

Permitted Contests. Lessee Tenant, or the Management Parties at Tenant’s direction, shall have the right to contest the amount or validity of any Imposition to be paid by Lessee or any Imposition, Legal Requirement or Requirement, Insurance Requirement or any Requirement, lien, attachment, levy, encumbrance, charge charge, or claim (collectively, “Claims”) not otherwise permitted by Section 12.1as to the Leased Property, by appropriate legal proceedings proceedings, conducted in good faith and with due diligence diligence; provided, that (but this a) the foregoing shall not in no way be deemed construed as relieving, modifying, or construed in any way to relieve, modify or extend Lesseeextending Tenant’s covenants obligation to pay or its covenants to cause any Claims required hereunder to be paid any by Tenant as finally determined, (b) such charges at the time and in the manner as in this Section provided), on condition, however, that such legal proceedings shall not operate to relieve Lessee from its obligations hereunder and contest shall not cause the sale Landlord or risk the loss of any portion of the Leased Property, or any part thereof, or cause Lessor or Lessee Tenant to be in default under any mortgage, deed of trust, security deed or other agreement encumbering the Leased Property or any interest therein. Upon the request part thereof (Landlord agreeing that any such mortgage, deed of Lessortrust, Lessee shall either (a) provide a bond or other assurance reasonably satisfactory agreement shall permit Tenant to Lessor that all Claims which may be assessed against exercise the Leased Property together with rights granted pursuant to this Article 8) or any interest and penalties, if any, thereon will be paid, therein or (b) deposit within the time otherwise required for payment with result in a bank or trust company as trustee upon terms reasonably satisfactory lien attaching to Lessor, as security for the payment of such Claims, money in an amount sufficient to pay the same, together with interest and penalties in connection therewith, as to all Claims which may be assessed against or become a Claim on the Leased Property, unless such lien is fully bonded or any is otherwise secured to the reasonable satisfaction of Landlord, (c) no part thereof, in said legal proceedings. Lessee shall furnish Lessor and any lender of Lessor with reasonable evidence of such deposit within five (5) days of the sameLeased Property nor any Rent therefrom shall be in any immediate danger of sale, forfeiture, attachment, or loss, and (d) Tenant hereby indemnifies and holds harmless Landlord from and against any cost, claim, damage, penalty, or reasonable expense, including, without limitation, reasonable attorneys’ fees, incurred by Landlord in connection therewith or as a result thereof. Lessor Landlord agrees to join in any such proceedings if the same be required legally to prosecute such contest of the validity of such Claimscontest; provided, however, that Lessor Landlord shall not thereby be subjected to any liability or loss therefor (including, without limitation, for the payment of any costs or expenses in connection therewith) unless Tenant agrees to assume and indemnify Landlord with any proceedings brought by Lessee; and Lessee covenants respect to indemnify and save harmless Lessor from any such liabilitiesthe same. Tenant or the Management Parties, lossesas applicable, costs or expenses. Lessee shall be entitled to any refund of any Claims and such charges and penalties or interest thereon which have been paid by Lessee Tenant or paid by Lessor and for which Lessor Landlord to the extent that Landlord has been fully reimbursedreimbursed by Tenant. In the event that Lessee fails If Tenant shall fail to pay or cause to be paid any Claims when due finally determined, to provide reasonable security therefor, or to provide the security therefor as provided prosecute or cause to be prosecuted any such contest diligently and in this Section and diligently to prosecute any contest of the samegood faith, Lessor then Landlord may, upon ten (10) days’ advance Notice to Lessee, and Lessee’s failure to correct the same within such ten (10) day periodTenant, pay such charges charges, together with any interest and penalties due with respect thereto, and the same Tenant shall be repayable by Lessee to Lessor reimburse Landlord therefor, upon demand, as Additional Charges at the next Payment Date provided for in this Lease; provided, however, that should Lessor reasonably determine that the giving of such Notice would risk loss to the Leased Property or cause damage to Lessor, then Lessor shall give such Notice as is practical under the circumstances. Lessor reserves the right to contest any of the Claims at its expense not pursued by Lessee. Lessor and Lessee agree to cooperate in coordinating the contest of any ClaimsCharges.

Permitted Contests. Lessee Notwithstanding anything to the contrary contained in this Borrower Loan Agreement, Borrower shall have the right to contest the amount or validity object in good faith to any claim, demand, levy or assessment (other than in respect of Debt or Contractual Obligations of Borrower under any Imposition to be paid by Lessee Borrower Loan Document or any Legal Requirement or Insurance Requirement or any lien, attachment, levy, encumbrance, charge or claim (“Claims”Related Document) not otherwise permitted by Section 12.1, by appropriate legal proceedings in good faith and with due diligence (that are not prejudicial to Funding Lender’s rights, but this shall not be deemed or construed as in any way relieving, modifying or providing any extension of time with respect to relieve, modify or extend LesseeBorrower’s covenants covenant to pay or its covenants to cause to be paid and comply with any such charges at claim, demand, levy or assessment, unless Borrower shall have given prior Written Notice to the time Governmental Lender and the Funding Lender of Borrower’s intent to so contest or object thereto, and unless (i) Borrower has, in the manner as in this Section provided)Governmental Lender’s and the Funding Lender’s judgment, on conditiona reasonable basis for such contest, however(ii) Borrower pays when due any portion of the claim, demand, levy or assessment to which Borrower does not object, (iii) Borrower demonstrates to Funding Lender’s satisfaction that such legal proceedings shall not conclusively operate to relieve Lessee from its obligations hereunder and shall not cause the sale prevent enforcement prior to final determination of such proceedings, (iv) Borrower furnishes such bond, surety, undertaking or risk the loss of any portion of the Leased Propertyother security in connection therewith as required by law, or any part thereofas requested by and satisfactory to Funding Lender, or cause Lessor or Lessee to be in default under any mortgagestay such proceeding, deed of trustwhich bond, security deed surety, undertaking or other agreement encumbering the Leased Property security shall be issued by a bonding company, insurer or any interest therein. Upon the request of Lessor, Lessee shall either (a) provide a bond or other assurance surety company reasonably satisfactory to Lessor that all Claims which may Funding Lender and shall be assessed sufficient to cause the claim, demand, levy or assessment to be insured against by the Title Company or removed as a lien against the Leased Property together Project, (v) Borrower at all times prosecutes the contest with interest due diligence, and penalties(vi) Borrower pays, if any, thereon will be paid, or (b) deposit within promptly following a determination of the time otherwise required for payment with a bank or trust company as trustee upon terms reasonably satisfactory to Lessor, as security for the payment amount of such Claimsclaim, money in an demand, levy or assessment due and owing by Borrower, the amount sufficient so determined to pay the same, together with interest be due and penalties in connection therewith, as to all Claims which may be assessed against or become a Claim on the Leased Property, or any part thereof, in said legal proceedings. Lessee shall furnish Lessor and any lender of Lessor with reasonable evidence of such deposit within five (5) days of the same. Lessor agrees to join in any such proceedings if the same be required legally to prosecute such contest of the validity of such Claims; provided, however, that Lessor shall not thereby be subjected to any liability or loss for the payment of any costs or expenses in connection with any proceedings brought owing by Lessee; and Lessee covenants to indemnify and save harmless Lessor from any such liabilities, losses, costs or expenses. Lessee shall be entitled to any refund of any Claims and such charges and penalties or interest thereon which have been paid by Lessee or paid by Lessor and for which Lessor has been fully reimbursedBorrower. In the event that Lessee fails to pay any Claims when due or to provide the security therefor as provided in this Section and diligently to prosecute any contest Borrower does not make, promptly following a determination of the sameamount of such claim, Lessor maydemand, upon ten levy or assessment due and owing by Borrower, any payment required to be made pursuant to clause (10vi) days’ advance Notice to Lesseeof the preceding sentence, an Event of Default shall have occurred, and Lessee’s failure Funding Lender may draw or realize upon any bond or other security delivered to correct the same within such ten (10) day period, pay such charges together Funding Lender in connection with any interest and penalties and the same shall be repayable by Lessee to Lessor as Additional Charges at the next Payment Date provided for in this Lease; provided, however, that should Lessor reasonably determine that the giving of such Notice would risk loss to the Leased Property or cause damage to Lessor, then Lessor shall give such Notice as is practical under the circumstances. Lessor reserves the right to contest any of the Claims at its expense not pursued by Lessee. Lessor and Lessee agree to cooperate in coordinating the contest of any Claimsby Borrower, in order to make such payment.

Permitted Contests. Lessee Lessee, or Manager at Lessee's direction, shall have the right to contest the amount or validity of any Imposition to be paid by Lessee or any Legal Requirement or Insurance Requirement or any lien, attachment, levy, encumbrance, charge or claim (“"Claims”") not otherwise permitted by Section 12.1Article XI, by appropriate legal proceedings in good faith and with due diligence (but this shall not be deemed or construed in any way to relieve, modify or extend Lessee’s 's covenants to pay or its covenants to cause to be paid any such charges at the time and in the manner as in this Section Article provided), on condition, however, that such legal proceedings shall not operate to relieve Lessee from its obligations hereunder and shall not cause the sale or risk the loss of any portion of the Leased Property, or any part thereof, or cause Lessor or Lessee to be in default under any mortgage, deed of trust, security deed or other agreement encumbering the Leased Property or any interest therein. Upon the request of Lessor, Lessee shall either (a) provide a bond or other assurance security reasonably satisfactory to Lessor that all Claims which may be assessed against the Leased Property together with interest and penalties, if any, thereon will be paid, or (b) deposit within the time otherwise required for payment with a bank or trust company as trustee upon terms reasonably satisfactory to Lessor, as security for the payment of such Claims, money in an amount sufficient to pay the same, together with interest and penalties in connection therewith, as to all Claims which may be assessed against or become a Claim on the Leased Property, or any part thereof, in said legal proceedings. Lessee shall furnish Lessor and any lender of Lessor with reasonable evidence of such deposit within five (5) days of the same. Lessor agrees to join in any such proceedings if the same be required to legally to prosecute such contest of the validity of such Claims; provided, however, that Lessor shall not thereby be subjected subject to any liability or loss for the payment of any costs or expenses in connection with any proceedings brought by Lessee; and Lessee covenants to indemnify and save harmless Lessor from any such liabilities, losses, costs or expenses. Lessee shall be entitled to any refund of any Claims and such charges and penalties or interest thereon which have been paid by Lessee or paid by Lessor and for which Lessor has been fully reimbursed. In the event that Lessee fails to pay any Claims when due or to provide the security therefor as provided in this Section paragraph and to diligently to prosecute any contest of the same, Lessor may, upon ten (10) days’ ' advance Notice to Lessee, and Lessee’s failure to correct the same within such ten (10) day period, pay such charges together with any interest and penalties and the same shall be repayable by Lessee to Lessor as Additional Charges at the next Payment Date provided for in this Lease; provided, however, that should Lessor reasonably determine that the giving of such Notice would risk loss to the Leased Property or cause damage to Lessor, then Lessor shall give such Notice as is practical under the circumstances. Lessor reserves the right to contest any of the Claims at its expense not pursued by Lessee. Lessor and Lessee agree to cooperate in coordinating the contest of any Claimsclaims.

Permitted Contests. Lessee Tenant shall have not be required to (a) comply with any Legal Requirement applicable to the right Premises or the use thereof, (b) pay any Imposition or (c) obtain any waivers or settlements or make any changes or take any action with respect to any encroachment, hindrance, obstruction, violation or impairment referred to in Section 7, 9 or 10 hereof, as long as Tenant shall contest the existence, applicability, amount or validity of any Imposition to be paid by Lessee or any Legal Requirement or Insurance Requirement or any lien, attachment, levy, encumbrance, charge or claim (“Claims”) not otherwise permitted by Section 12.1, by appropriate legal proceedings thereof in good faith by appropriate proceedings which shall prevent the collection of, or other realization with respect to, the matter so contested, and with due diligence (but this which also shall not be deemed prevent the sale, forfeiture or construed in any way to relieve, modify or extend Lessee’s covenants to pay or its covenants to cause to be paid any such charges at the time and in the manner as in this Section provided), on condition, however, that such legal proceedings shall not operate to relieve Lessee from its obligations hereunder and shall not cause the sale or risk the loss of the Premises, Landlord’s Estate and any portion of the Leased Property, Base Rent or any part thereof, or cause Lessor or Lessee to be in default under any mortgage, deed of trust, security deed or other agreement encumbering the Leased Property or any interest therein. Upon the request of Lessor, Lessee Additional Rent and which shall either (a) provide a bond or other assurance reasonably satisfactory to Lessor that all Claims which may be assessed against the Leased Property together with interest and penalties, if any, thereon will be paid, or (b) deposit within the time otherwise required for payment with a bank or trust company as trustee upon terms reasonably satisfactory to Lessor, as security for not affect the payment of any Base Rent or any Additional Rent; provided that in no event shall any such Claimscontest subject Landlord or its successors and assigns to the risk of any criminal liability or any civil liability. Tenant shall (i) give written notice to Landlord and the Lender of any such contest, money (ii) indemnify and hold the Indemnitees harmless from any liability in an amount sufficient connection with any such contest and (iii) promptly after the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to pay the same, together with interest and penalties be payable therein or in connection therewith, together with all penalties, fines, interest, costs and expenses thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof. Landlord agrees to all Claims which sign such tax returns, applications and other documents as may be assessed against reasonably necessary or become a Claim on requisite for Tenant to properly conduct any contest permitted hereunder, and Landlord further agrees that it shall hold in trust and forthwith pay Tenant the Leased Propertyamount of any tax, or any part thereof, in said legal proceedings. Lessee shall furnish Lessor and any lender of Lessor with reasonable evidence of such deposit within five (5) days of the same. Lessor agrees to join in any such proceedings if the same be required legally to prosecute such contest of the validity of such Claims; provided, however, that Lessor shall not thereby be subjected to any liability or loss for the payment other refund received by Landlord as a result of any costs or expenses in connection with any proceedings brought by Lessee; and Lessee covenants to indemnify and save harmless Lessor from any such liabilities, losses, costs or expenses. Lessee shall be entitled to any refund of any Claims and such charges and penalties or interest thereon which have been paid by Lessee or paid by Lessor and for which Lessor has been fully reimbursed. In the event that Lessee fails to pay any Claims when due or to provide the security therefor as provided in this Section and diligently to prosecute any contest of the same, Lessor may, upon ten (10) days’ advance Notice to Lessee, and Lessee’s failure to correct the same within such ten (10) day period, pay such charges together with any interest and penalties and the same shall be repayable by Lessee to Lessor as Additional Charges at the next Payment Date provided for in this Lease; provided, however, that should Lessor reasonably determine that the giving of such Notice would risk loss to the Leased Property or cause damage to Lessor, then Lessor shall give such Notice as is practical under the circumstances. Lessor reserves the right to contest any of the Claims at its expense not pursued by Lessee. Lessor and Lessee agree to cooperate in coordinating the contest of any Claimspermitted hereunder.

Permitted Contests. Lessee Tenant shall have the right to contest the amount or validity of any Imposition to be paid by Lessee or any Imposition, Legal Requirement or Requirement, Insurance Requirement or any Requirement, lien, attachment, levy, encumbrance, charge or claim (“collectively "Claims”") not otherwise permitted by Section 12.1, by appropriate legal proceedings conducted in good faith and with due diligence diligence, provided that (but this a) the foregoing shall not in no way be deemed construed as relieving, modifying or construed in any way to relieve, modify or extend Lessee’s covenants extending Tenant's obligation to pay any Claims as finally determined or its covenants prior to cause to be paid any such charges at the time and the Leased Property may be sold in the manner as in this Section provided)satisfaction thereof, on condition, however, that (b) such legal proceedings shall not operate to relieve Lessee from its obligations hereunder and contest shall not cause the sale Landlord or risk the loss of any portion of the Leased Property, or any part thereof, or cause Lessor or Lessee Tenant to be in default under any mortgage, mortgage or deed of trust, security deed or other agreement trust encumbering the Leased Property or any interest thereintherein or result in or reasonably be expected to result in a lien attaching to the Leased Property, and (c) Tenant shall indemnify and hold harmless Landlord from and against any cost, claim, damage, penalty or expense, including reasonable attorneys' fees, incurred by Landlord in connection therewith or as a result thereof. Upon the request of LessorLandlord's request, Lessee Tenant shall either (a) provide a bond or other assurance reasonably satisfactory to Lessor Landlord that all Claims which may be assessed against the Leased Property Property, together with all interest and penalties, if any, penalties thereon will be paid, or (b) deposit within the time otherwise required for payment with a bank or trust company company, as trustee upon terms reasonably satisfactory to Lessortrustee, as security for the payment of such Claims, money in an amount sufficient to pay the same, together with interest and penalties in connection therewith, as to therewith and all Claims which may be assessed against or become a Claim on against the Leased Property, or any part thereof, in said legal proceedingsconnection with any such contest. Lessee Tenant shall furnish Lessor Landlord and any lender of Lessor Facility Mortgagee with reasonable evidence of such deposit within five (5) days of the sameafter request therefor. Lessor Landlord agrees to join in any such proceedings if the same be required legally to prosecute such contest of the validity of such Claimscontest; provided, however, that Lessor Landlord shall not thereby be subjected to any liability or loss therefor (including, for the payment of any costs or expenses in connection with any proceedings brought by Lessee; and Lessee covenants to indemnify and save harmless Lessor from any such liabilities, losses, costs or expensestherewith). Lessee Tenant shall be entitled to any refund of any Claims and such charges and penalties or interest thereon which have been paid by Lessee Tenant or paid by Lessor Landlord and for which Lessor Landlord has been fully reimbursedreimbursed by Tenant. In the event that Lessee fails If Tenant shall fail (a) to pay any Claims when due or due, (b) to provide the security therefor as provided in this Section and diligently Article 8, or (c) to prosecute any such contest of the samediligently and in good faith, Lessor Landlord may, upon ten reasonable notice to Tenant (10) days’ advance Notice to Lessee, which notice may be oral and Lessee’s failure to correct shall not be required if Landlord shall determine the same within such ten (10) day periodis not practicable), pay such charges charges, together with any interest and penalties due with respect thereto, and the same Tenant shall be repayable by Lessee to Lessor reimburse Landlord therefor, upon demand, as Additional Charges at the next Payment Date provided for in this Lease; provided, however, that should Lessor reasonably determine that the giving of such Notice would risk loss to the Leased Property or cause damage to Lessor, then Lessor shall give such Notice as is practical under the circumstances. Lessor reserves the right to contest any of the Claims at its expense not pursued by Lessee. Lessor and Lessee agree to cooperate in coordinating the contest of any ClaimsRent.

Permitted Contests. Lessee shall have Tenant, upon prior written notice to Landlord, on its own or in Landlord’s name, at Tenant’s expense, may contest, by appropriate legal proceedings conducted in good faith and with due diligence, the right to contest the amount amount, validity or validity application, in whole or in part, of any Imposition licensure or certification decision (including pursuant to be paid by Lessee or any Gaming Regulation), Imposition, Legal Requirement or Requirement, Insurance Requirement or any Requirement, lien, attachment, levy, encumbrance, charge or claim (“Claims”) not otherwise permitted by Section 12.1, by appropriate legal proceedings in good faith and with due diligence (but this shall not be deemed or construed in any way to relieve, modify or extend Lessee’s covenants to pay or its covenants to cause to be paid any such charges at the time and in the manner as in this Section provided), on condition, however, that such legal proceedings shall not operate to relieve Lessee from its obligations hereunder and shall not cause the sale or risk the loss of any portion of the Leased Property, or any part thereof, or cause Lessor or Lessee to be in default under any mortgage, deed of trust, security deed or other agreement encumbering the Leased Property or any interest therein. Upon the request of Lessor, Lessee shall either (a) provide a bond or other assurance reasonably satisfactory to Lessor that all Claims which may be assessed against the Leased Property together with interest and penalties, if any, thereon will be paid, or (b) deposit within the time otherwise required for payment with a bank or trust company as trustee upon terms reasonably satisfactory to Lessor, as security for the payment of such Claims, money in an amount sufficient to pay the same, together with interest and penalties in connection therewith, as to all Claims which may be assessed against or become a Claim on the Leased Property, or any part thereof, in said legal proceedings. Lessee shall furnish Lessor and any lender of Lessor with reasonable evidence of such deposit within five (5) days of the same. Lessor agrees to join in any such proceedings if the same be required legally to prosecute such contest of the validity of such Claimsclaim; provided, however, that Lessor (i) in the case of an unpaid Imposition, lien, attachment, levy, encumbrance, charge or claim, the commencement and continuation of such proceedings shall suspend the collection thereof from Landlord and from the Leased Property or any Capital Improvement thereto; (ii) neither the Leased Property or any Capital Improvement thereto, the Rent therefrom nor any part or interest in either thereof would be in any danger of being sold, forfeited, attached or lost pending the outcome of such proceedings; (iii) in the case of a Legal Requirement, neither Landlord nor Tenant would be in any danger of civil or criminal liability for failure to comply therewith pending the outcome of such proceedings; (iv) if any such contest shall involve a sum of money or potential loss in excess of Five Hundred Thousand Dollars ($500,000), upon request of Landlord, Tenant shall deliver to Landlord an opinion of counsel reasonably acceptable to Landlord to the effect set forth in clauses (i), (ii) and (iii) above, to the extent applicable (it being agreed that the matters set forth in clause (i) can be addressed by Tenant paying the contested amount prior to any such contest); (v) in the case of a Legal Requirement, Imposition, lien, encumbrance or charge, Tenant shall give such reasonable security as may be required by Landlord to insure ultimate payment of the same and to prevent any sale or forfeiture of the Leased Property or any Capital Improvement thereto or the Rent by reason of such non-payment or noncompliance; (vi) in the case of an Insurance Requirement, the coverage required by Article XIII shall be maintained; (vii) Tenant shall keep Landlord reasonably informed as to the status of the proceedings; and (viii) if such contest be finally resolved against Landlord or Tenant, Tenant shall promptly pay the amount required to be paid, together with all interest and penalties accrued thereon, or comply with the applicable Legal Requirement or Insurance Requirement. Landlord, at Tenant’s expense, shall execute and deliver to Tenant such authorizations and other documents as may reasonably be required in any such contest, and, if reasonably requested by Tenant or if Landlord so desires, Landlord shall join as a party therein. The provisions of this Article XII shall not thereby be subjected construed to any liability or loss for permit Tenant to contest the payment of Rent or any costs other amount (other than Impositions or expenses Additional Charges which Tenant may from time to time be required to impound with Landlord) payable by Tenant to Landlord hereunder. Tenant shall indemnify, defend, protect and save Landlord harmless from and against any liability, cost or expense of any kind that may be imposed upon Landlord in connection with any proceedings brought by Lessee; such contest and Lessee covenants any loss resulting therefrom, except in any instance where Landlord opted to indemnify join and save harmless Lessor from any joined as a party in the proceeding despite Tenant’s having sent written notice to Landlord of Tenant’s preference that Landlord not join in such liabilities, losses, costs or expenses. Lessee shall be entitled to any refund of any Claims and such charges and penalties or interest thereon which have been paid by Lessee or paid by Lessor and for which Lessor has been fully reimbursed. In the event that Lessee fails to pay any Claims when due or to provide the security therefor as provided in this Section and diligently to prosecute any contest of the same, Lessor may, upon ten (10) days’ advance Notice to Lessee, and Lessee’s failure to correct the same within such ten (10) day period, pay such charges together with any interest and penalties and the same shall be repayable by Lessee to Lessor as Additional Charges at the next Payment Date provided for in this Lease; provided, however, that should Lessor reasonably determine that the giving of such Notice would risk loss to the Leased Property or cause damage to Lessor, then Lessor shall give such Notice as is practical under the circumstances. Lessor reserves the right to contest any of the Claims at its expense not pursued by Lessee. Lessor and Lessee agree to cooperate in coordinating the contest of any Claimsproceeding.

Permitted Contests. Lessee Tenant shall have the right to contest the amount or validity of any Imposition to be paid by Lessee or any Legal Requirement or Requirement, Insurance Requirement or any lienRequirement, attachmentLien, levy, encumbranceImposition, charge or other claim (“collectively, "Claims”") not otherwise permitted by Section 12.1as to the Leased Property, by appropriate legal proceedings proceedings, conducted in good faith and with due diligence diligence, provided that (but this i) the foregoing shall not in no way be deemed construed as relieving, modifying or construed in any way to relieve, modify or extend Lessee’s covenants extending Tenant's obligation to pay or its covenants to cause to be paid any Claims as finally determined; (ii) such charges at the time and in the manner as in this Section provided), on condition, however, that such legal proceedings shall not operate to relieve Lessee from its obligations hereunder and contest shall not cause the sale or risk the loss of any portion of the Leased Property, or any part thereof, or cause Lessor or Lessee Landlord to be in default under any mortgage, deed of trust, security deed or other agreement Facility Mortgage encumbering the Leased Property or any interest therein; (iii) no part of the Leased Property nor any Rent therefrom shall be in any immediate danger of sale, forfeiture, attachment or loss; and (iv) Tenant shall indemnify and hold harmless Landlord from and against any cost, claim, damage, penalty or reasonable expense, including reasonable attorneys' fees, incurred by Landlord in connection therewith or as a result thereof. Upon the request of LessorLandlord's request, Lessee Tenant shall either (ai) provide a bond bond, title indemnity, endorsement or other assurance reasonably satisfactory to Lessor Landlord that all Claims which may be assessed against the Leased Property Property, together with all interest and penaltiespenalties thereon, if any, thereon will be paid, or (bii) deposit within the time otherwise required for payment with a 24 bank or trust company company, as trustee upon terms reasonably satisfactory to Lessortrustee, or escrow agent as security for the payment of such Claims, money in an amount sufficient to pay the same, together with interest and penalties in connection therewith, as to therewith and all Claims which may be assessed against or become a Claim on the Leased Property, or any part thereof, in said legal proceedingsconnection with any such contest. Lessee Tenant shall furnish Lessor and any lender of Lessor Landlord with reasonable evidence of such deposit deposit, title indemnity, endorsement or other assurance within five (5) days of the sameBusiness Days after request therefor. Lessor Landlord agrees to join in any such proceedings if the same be required legally to prosecute such contest of the validity of such Claims; providedcontest, however, provided that Lessor Landlord shall not thereby be subjected to any liability or loss therefor (including, without limitation, for the payment of any costs or expenses in connection with any proceedings brought by Lessee; and Lessee covenants to indemnify and save harmless Lessor from any such liabilities, losses, costs or expensestherewith). Lessee Tenant shall be entitled to any refund of any Claims and such charges and penalties or interest thereon which have been paid by Lessee Tenant or paid by Lessor Landlord and for which Lessor Landlord has been fully reimbursedreimbursed by Tenant. In the event that Lessee fails If Tenant shall fail (A) to pay any Claims when due or promptly after such Claim is finally determined, (B) to provide the security therefor as provided in this Section and diligently Paragraph 26, or (C) to prosecute any such contest of the samediligently and in good faith, Lessor Landlord may, upon ten (10) days’ advance reasonable Notice to Lessee, and Lessee’s failure to correct the same within such ten (10) day periodTenant, pay such charges charges, together with any interest and penalties due with respect thereto, and the same Tenant shall be repayable by Lessee to Lessor as Additional Charges at the next Payment Date provided for in this Lease; providedreimburse Landlord therefor, however, that should Lessor reasonably determine that the giving of such Notice would risk loss to the Leased Property or cause damage to Lessor, then Lessor shall give such Notice as is practical under the circumstances. Lessor reserves the right to contest any of the Claims at its expense not pursued by Lessee. Lessor and Lessee agree to cooperate in coordinating the contest of any Claimsupon demand.

Permitted Contests. Notwithstanding any other provision of this Lease to the contrary, after prior written notice to the Lessor and provided there is no material risk of sale, forfeiture or loss of the Facility or any material part thereof, the Lessee shall have the right to may at its expense contest the amount or validity of any Imposition which it is required to be paid by Lessee or any Legal Requirement or Insurance Requirement or any lien, attachment, levy, encumbrance, charge or claim (“Claims”) not otherwise permitted by Section 12.1pay hereunder, by appropriate legal proceedings conducted in good faith and with due diligence diligence, so long as such proceedings are effective to prevent the collection of such Imposition from the Lessor or the Lease Participants or against the Facility or any part thereof (but this shall not be deemed or construed if such amounts have been paid by the Lessee under protest in any way to relieve, modify or extend Lessee’s covenants to pay or its covenants to cause to be paid any such charges at the time and in the manner as in this Section connection therewith); provided), on condition, however, that such legal proceedings shall not operate to relieve Lessee from its obligations hereunder and shall not cause the sale or risk the loss of any portion actions of the Leased PropertyLessee, as authorized by this Section 13, shall be subject to the express written consent of the Lessor if such actions would subject the Lessor or any such Lease Participant or the Facility or any part thereof to any liability or loss not indemnified in full by the Lessee hereunder or any sanction, criminal or otherwise, for failure to pay any such Imposition. The Lessee will pay, and save the Lessor and each such Lease Participant harmless against, all losses, Judgments and reasonable costs, including reasonable attorneys' fees and expenses, in connection with any such contest and will, promptly after the final determination of such contest, pay and discharge the amounts which shall be imposed or determined to be payable therein, together with all penalties, costs and expenses incurred in connection therewith. The Lessee shall prevent any foreclosure, judicial sale, taking, loss or forfeiture of the Facility or any part thereof, or cause any interference with or deductions from any Rent or any other sum required to be paid by the Lessee hereunder by reason of such nonpayment or nondischarge of an Imposition. The Lessor or shall cooperate with the Lessee in any contest and shall allow the Lessee to be conduct such contest (in default under any mortgage, deed the name of trust, security deed or other agreement encumbering the Leased Property or any interest therein. Upon the request of Lessor, if necessary) at the Lessee's sole cost and expense; and the Lessee shall either (a) provide a bond or other assurance reasonably satisfactory to indemnify and hold the Lessor that harmless from and against all Claims which may be assessed against the Leased Property together with interest liabilities, costs and penalties, if any, thereon will be paid, or (b) deposit within the time otherwise required for payment with a bank or trust company as trustee upon terms reasonably satisfactory to Lessor, as security for the payment of such Claims, money in an amount sufficient to pay the same, together with interest and penalties in connection therewith, as to all Claims which may be assessed against or become a Claim on the Leased Property, or any part thereof, in said legal proceedings. Lessee shall furnish Lessor and any lender of Lessor with reasonable evidence of such deposit within five (5) days of the same. Lessor agrees to join in any such proceedings if the same be required legally to prosecute such contest of the validity of such Claims; provided, however, that Lessor shall not thereby be subjected to any liability or loss for the payment of any costs or expenses in connection with any proceedings brought by Lessee; and Lessee covenants to indemnify and save harmless Lessor from any such liabilities, losses, costs or expensescontest. The Lessee shall be entitled to any refund notify the Lessor of any Claims and each such charges and penalties or interest thereon proceeding within 10 days after the commencement thereof, which have been paid by Lessee or paid by Lessor and for which Lessor has been fully reimbursed. In the event that Lessee fails to pay any Claims when due or to provide the security therefor as provided notice shall describe such proceeding in this Section and diligently to prosecute any contest of the same, Lessor may, upon ten (10) days’ advance Notice to Lessee, and Lessee’s failure to correct the same within such ten (10) day period, pay such charges together with any interest and penalties and the same shall be repayable by Lessee to Lessor as Additional Charges at the next Payment Date provided for in this Lease; provided, however, that should Lessor reasonably determine that the giving of such Notice would risk loss to the Leased Property or cause damage to Lessor, then Lessor shall give such Notice as is practical under the circumstances. Lessor reserves the right to contest any of the Claims at its expense not pursued by Lessee. Lessor and Lessee agree to cooperate in coordinating the contest of any Claimsreasonable detail.

Permitted Contests. Lessee shall have the right to contest Tenant, on its own or on Landlord's behalf (or in Landlord's name), but at Tenant's expense, may contest, by appropriate legal proceedings conducted in good faith and with due diligence, the amount or validity or application, in whole or in part, of any Imposition to be paid by Lessee or any Legal Requirement or Insurance Requirement insurance requirement or any lien, attachment, levy, encumbrance, charge or claim (“Claims”) not otherwise permitted by Section 12.1, by appropriate legal proceedings in good faith and with due diligence (but this shall not be deemed or construed in any way to relieve, modify or extend Lessee’s covenants to pay or its covenants to cause to be paid any such charges at the time and provided that [i] in the manner as in this Section provided)case of an unpaid Imposition, on conditionlien, howeverattachment, that levy, encumbrance, charge or claim, the commencement and continuation of such legal proceedings shall not operate to relieve Lessee suspend the collection thereof from its obligations hereunder Landlord and shall not cause the sale or risk the loss of any portion of from the Leased Property, or any part thereof, or cause Lessor or Lessee to be in default under any mortgage, deed of trust, security deed or other agreement encumbering ; [ii] neither the Leased Property nor any Rent therefrom nor any part thereof or interest therein would be in any interest therein. Upon immediate danger of being sold, forfeited, attached or lost; [iii] in the request case of Lessora Legal Requirement, Lessee Landlord would not be in any immediate danger of civil or criminal liability for failure to comply therewith pending the outcome of such proceedings; [iv] in the event that any such contest shall either (a) provide involve a bond sum of money or other assurance reasonably satisfactory potential loss in excess of $50,000.00, Tenant shall deliver to Lessor that all Claims which Landlord and its counsel an opinion of Tenant's counsel to the effect set forth in clauses [i], [ii] and [iii], to the extent applicable; [v] in the case of a Legal Requirement and/or an Imposition, lien, encumbrance or charge, Tenant shall give such reasonable security as may be assessed against demanded by Landlord to insure ultimate payment of the same and to prevent any sale or forfeiture of the affected Leased Property together with interest and penalties, if any, thereon will be paid, or (b) deposit within the time otherwise required for payment with a bank or trust company as trustee upon terms reasonably satisfactory to Lessor, as security for the payment Rent by reason of such Claims, money in an amount sufficient to pay the same, together with interest and penalties in connection therewith, as to all Claims which may be assessed against nonpayment or become a Claim on the Leased Property, or any part thereof, in said legal proceedings. Lessee shall furnish Lessor and any lender of Lessor with reasonable evidence of such deposit within five (5) days of the same. Lessor agrees to join in any such proceedings if the same be required legally to prosecute such contest of the validity of such Claimsnoncompliance; provided, however, that Lessor the provisions of this Section shall not thereby be subjected construed to any liability or loss for permit Tenant to contest the payment of Rent (except as to contests concerning the method of computation or the basis of levy of any costs Imposition or expenses the basis for the assertion of any other claim) or any other sums payable by Tenant to Landlord hereunder; [vi] in the case of an insurance requirement, the coverage required by Article 4 shall be maintained; and [vii] if such contest be finally resolved against Landlord or Tenant, Tenant shall, as Additional Rent due hereunder, promptly pay the amount required to be paid, together with all interest and penalties accrued thereon, or comply with the applicable Legal Requirement or insurance requirement. Landlord, at Tenant's expense, shall execute and deliver to Tenant such authorizations and other documents as may be reasonably required in any such contest, and, if reasonably requested by Tenant or if Landlord so desires, Landlord shall join as a party therein. Tenant hereby agrees to indemnify and save Landlord harmless from and against any liability, cost or expense of any kind that may be imposed upon Landlord in connection with any proceedings brought by Lessee; such contest and Lessee covenants to indemnify and save harmless Lessor from any such liabilities, losses, costs or expenses. Lessee shall be entitled to any refund of any Claims and such charges and penalties or interest thereon which have been paid by Lessee or paid by Lessor and for which Lessor has been fully reimbursed. In the event that Lessee fails to pay any Claims when due or to provide the security therefor as provided in this Section and diligently to prosecute any contest of the same, Lessor may, upon ten (10) days’ advance Notice to Lessee, and Lessee’s failure to correct the same within such ten (10) day period, pay such charges together with any interest and penalties and the same shall be repayable by Lessee to Lessor as Additional Charges at the next Payment Date provided for in this Lease; provided, however, that should Lessor reasonably determine that the giving of such Notice would risk loss to the Leased Property or cause damage to Lessor, then Lessor shall give such Notice as is practical under the circumstances. Lessor reserves the right to contest any of the Claims at its expense not pursued by Lessee. Lessor and Lessee agree to cooperate in coordinating the contest of any Claimsresulting therefrom.

Permitted Contests. Lessee Tenant shall have the right to contest the amount or validity of any Imposition to be paid by Lessee or any Imposition, Legal Requirement or Requirement, Insurance Requirement or any Requirement, Environmental Obligation, lien, attachment, levy, encumbrance, charge or claim (“collectively, "Claims”") not otherwise permitted by Section 12.1as to the Leased Property, by appropriate legal proceedings proceedings, conducted in good faith and with due diligence diligence, provided that (but a) the foregoing shall in no way be construed as relieving, modifying or extending any obligation of Tenant provided for in this shall not be deemed or construed in any way to relieve, modify or extend Lessee’s covenants Lease to pay any Claims as finally determined, (b) such contest, or its covenants to cause to be paid the maintenance of any Lien during such charges at the time and in the manner as in this Section provided)contest, on condition, however, that such legal proceedings shall not operate to relieve Lessee from its obligations hereunder and shall not cause the sale Landlord or risk the loss of any portion of the Leased Property, or any part thereof, or cause Lessor or Lessee Tenant to be in default under any mortgage, deed of trust, security deed trust or other agreement encumbering the Leased Property or any interest therein. Upon therein or result in a Lien attaching to the request Leased Property unless Tenant shall within ten (10) days thereafter, have such Lien released of Lessor, Lessee shall either (a) provide record or deliver to Landlord a bond or other assurance security reasonably satisfactory to Lessor that Landlord, which shall be in form, amount, and issued by a surety reasonably satisfactory to Landlord, indemnifying Landlord against all Claims which may be assessed against costs and liabilities resulting from such Lien and the foreclosure or attempted foreclosure thereof, (c) no part of the Leased Property together with interest nor any Rent therefrom shall be in any immediate danger of sale, forfeiture, attachment or loss, and penalties(d) Tenant shall indemnify and hold harmless Landlord from and against any cost, if anyclaim, thereon will be paiddamage, penalty or (b) deposit within the time otherwise required for payment with a bank or trust company as trustee upon terms reasonably satisfactory to Lessorreasonable expense, as security for the payment of such Claimsincluding reasonable attorneys' fees, money in an amount sufficient to pay the same, together with interest and penalties incurred by Landlord in connection therewith, therewith or as to all Claims which may be assessed against or become a Claim on the Leased Property, or any part result thereof, in said legal proceedings. Lessee shall furnish Lessor and any lender of Lessor with reasonable evidence of such deposit within five (5) days of the same. Lessor agrees to join in any such proceedings if the same be required legally to prosecute such contest of the validity of such Claims; provided, however, that Lessor shall not thereby be subjected to any liability or loss for the payment of any costs or expenses in connection with any proceedings brought by Lessee; and Lessee covenants to indemnify and save harmless Lessor from any such liabilities, losses, costs or expenses. Lessee Tenant shall be entitled to any refund of any Claims and such charges and penalties or interest thereon which have been paid by Lessee Tenant or paid by Lessor Landlord and for which Lessor Landlord has been fully reimbursedreimbursed by Tenant. In the event that Lessee fails If Tenant shall fail (x) to pay any Claims when due or finally determined, (y) to provide the reasonable security therefor as provided in this Section and diligently therefor, or (z) to prosecute any such contest of the samediligently and in good faith, Lessor Landlord may, upon ten reasonable notice to Tenant (10) days’ advance Notice to Lessee, which notice may be oral and Lessee’s failure to correct the same within such ten (10) day period, pay such charges together with any interest and penalties and the same shall not be repayable by Lessee to Lessor as Additional Charges at the next Payment Date provided for in this Lease; provided, however, that should Lessor required if Landlord shall reasonably determine that the giving of same is not practicable), pay such Notice would risk loss charges, together with interest and penalties due with respect thereto, and Tenant shall reimburse Landlord therefor, upon demand, as Additional Charges. Landlord agrees to join in any such proceedings if required legally to prosecute such contest, provided that Landlord shall not thereby be subjected to any liability or cost therefor (including, without limitation, for the Leased Property or cause damage to Lessor, then Lessor shall give such Notice as is practical under the circumstances. Lessor reserves the right to contest any of the Claims at its expense not pursued by Lessee. Lessor and Lessee agree to cooperate in coordinating the contest payment of any Claimscosts or expenses in connection therewith).

Permitted Contests. Lessee shall have Notwithstanding any provision of this Agreement to the right contrary, provided that (i) no default has occurred and is continuing under the Loan Agreement, (ii) no Lenders nor any assignee of any Lenders' interest (including any person having a beneficial interest) in the Property, the Loan and the Loan Documents will be exposed or subjected to civil or criminal liability, and (iii) the lien and security interest of Lenders or any such assignee in the Property, the Loan, the Loan Documents, or the payment of any sums to be paid under the Loan Documents, is not jeopardized or in any way adversely affected, Borrower may contest or cause to be contested, by appropriate action, the amount application, interpretation or validity of any Imposition to be paid by Lessee Environmental Laws or any Legal Requirement agreement requiring any Remedial Work pursuant to a good faith dispute regarding such application, interpretation or Insurance Requirement validity of such Environmental Laws or agreement requiring such Remedial Work. During the pendency of any liensuch permitted contest, attachmentBorrower may delay performance of Remedial Work or compliance with the Environmental Laws or agreement requiring such Remedial Work, levy, encumbrance, charge or claim provided that (“Claims”i) not otherwise permitted by Section 12.1, Borrower actually contests and prosecutes such contest by appropriate legal proceedings conducted in good faith and with due diligence to resolution, (but this shall not be deemed ii) prior to any such delay in compliance with any Environmental Laws or construed in any way Remedial Work requirement on the basis of a good faith contest of such requirement, Borrower will have given Lenders written notice that Borrower intends to relieve, modify contest or extend Lessee’s covenants to pay will contest or its covenants to cause to be paid any such charges at the time and in the manner as in this Section provided), on condition, however, that such legal proceedings shall not operate to relieve Lessee from its obligations hereunder and shall not cause the sale or risk the loss of any portion of the Leased Property, or any part thereof, or cause Lessor or Lessee to be in default under any mortgage, deed of trust, security deed or other agreement encumbering the Leased Property or any interest therein. Upon the request of Lessor, Lessee shall either (a) provide a bond or other assurance reasonably satisfactory to Lessor that all Claims which may be assessed against the Leased Property together with interest and penalties, if any, thereon will be paid, or (b) deposit within the time otherwise required for payment with a bank or trust company as trustee upon terms reasonably satisfactory to Lessor, as security for the payment of such Claims, money in an amount sufficient to pay contested the same, together and will have given such security or assurances as Lenders reasonably may request to ensure compliance with the legal requirements pertaining to the Remedial Work (and payment of all costs, expenses, interest and penalties in connection therewith) and to prevent any sale, as to forfeiture or loss of all Claims which may be assessed against or become a Claim on the Leased Property, or any part thereof, in said legal proceedings. Lessee shall furnish Lessor and any lender of Lessor with reasonable evidence the Property by reason of such deposit within five noncompliance, delay or contest, and (5iii) days of the same. Lessor agrees prior to join in any such proceedings if delay in compliance with any Environmental Laws or any Remedial Work requirement on the same be required legally to prosecute such basis of a good faith contest of the validity of such Claims; providedrequirement, however, that Lessor shall not thereby Borrower will have taken such steps as may be subjected necessary to prevent or mitigate any liability or loss for the payment continuing occurrence of any costs existing or expenses in connection with any proceedings brought by Lessee; suspected Hazardous Condition giving rise to the contested Remedial Work requirement. Subject to the terms and Lessee covenants to indemnify and save harmless Lessor from conditions set forth above, during the pendency of any such liabilities, losses, costs or expenses. Lessee shall be entitled to any refund permitted contest resulting in a delay of performance of any Claims and required Remedial Work, Lenders agree that it will not perform such charges and penalties or interest thereon which have been paid by Lessee or paid by Lessor and for which Lessor has been fully reimbursed. In the event that Lessee fails to pay any Claims when due or to provide the security therefor as provided in this Section and diligently to prosecute any contest Remedial Work requirement on behalf of the same, Lessor may, upon ten (10) days’ advance Notice to Lessee, and Lessee’s failure to correct the same within such ten (10) day period, pay such charges together with any interest and penalties and the same shall be repayable by Lessee to Lessor as Additional Charges at the next Payment Date provided for in this Lease; provided, however, that should Lessor reasonably determine that the giving of such Notice would risk loss to the Leased Property or cause damage to Lessor, then Lessor shall give such Notice as is practical under the circumstances. Lessor reserves the right to contest any of the Claims at its expense not pursued by Lessee. Lessor and Lessee agree to cooperate in coordinating the contest of any ClaimsBorrower.

Permitted Contests. Lessee Tenant shall have the right to contest the amount or validity of any Imposition to be paid by Lessee or any Imposition, Legal Requirement or Requirement, Insurance Requirement or any Requirement, Environmental Obligation, lien, attachment, levy, encumbrance, charge or claim (“Claims”collectively, "CLAIMS") not otherwise permitted by Section 12.1as to the Leased Property, by appropriate legal proceedings proceedings, conducted in good faith and with due diligence diligence, provided that (but this a) the foregoing shall not in no way be deemed construed as relieving, modifying or construed in any way to relieve, modify or extend Lessee’s covenants extending Tenant's obligation to pay (or its covenants to cause to be paid paid) any Claims as finally determined, (b) such charges at the time and in the manner as in this Section provided), on condition, however, that such legal proceedings shall not operate to relieve Lessee from its obligations hereunder and contest shall not cause the sale Landlord or risk the loss Tenant to be in default under any mortgage or deed of any portion of trust encumbering the Leased Property, or any part thereof, portion thereof (Landlord agreeing that any such mortgage or cause Lessor or Lessee to be in default under any mortgage, deed of trust, security deed or other agreement encumbering trust shall permit Tenant to exercise the Leased Property rights granted pursuant to this ARTICLE 8) or any interest therein. Upon the request of Lessor, Lessee shall either (a) provide therein or result in or reasonably be expected to result in a bond or other assurance reasonably satisfactory lien attaching to Lessor that all Claims which may be assessed against the Leased Property together with interest and penalties, if any, thereon will be paid, or (b) deposit within the time otherwise required for payment with a bank or trust company as trustee upon terms reasonably satisfactory to Lessor, as security for the payment of such Claims, money in an amount sufficient to pay the same, together with interest and penalties in connection therewith, as to all Claims which may be assessed against or become a Claim on the Leased Property, or any part portion thereof, in said legal proceedings. Lessee shall furnish Lessor and any lender of Lessor with reasonable evidence of such deposit within five (5c) days no part of the sameLeased Property nor any Rent therefrom shall be in any immediate danger of sale, forfeiture, attachment or loss, and (d) Tenant shall indemnify and hold harmless Landlord from and against any cost, claim, damage, penalty or reasonable expense, including reasonable attorneys' fees, incurred by Landlord in connection therewith or as a result thereof. Lessor Landlord agrees to join in any such proceedings if the same be required legally to prosecute such contest of the validity of such Claims; providedcontest, however, provided that Lessor Landlord shall not thereby be subjected to any liability or loss therefor (including, without limitation, for the payment of any costs or expenses in connection therewith) unless Tenant agrees by agreement in form and substance reasonably satisfactory to Landlord, to assume and indemnify Landlord with any proceedings brought by Lessee; and Lessee covenants respect to indemnify and save harmless Lessor from any such liabilities, losses, costs or expensesthe same. Lessee Tenant shall be entitled to any refund of any Claims and such charges and penalties or interest thereon which have been paid by Lessee Tenant or paid by Lessor and for which Lessor Landlord to the extent that Landlord has been fully reimbursedreimbursed by Tenant. In the event that Lessee fails If Tenant shall fail (x) to pay or cause to be paid any Claims when due or finally determined, (y) to provide the reasonable security therefor as provided in this Section and diligently or (z) to prosecute or cause to be prosecuted any such contest of the samediligently and in good faith, Lessor Landlord may, upon ten reasonable notice to Tenant (10) days’ advance Notice to Lessee, and Lessee’s failure to correct the same within such ten (10) day period, pay such charges together with any interest and penalties and the same which notice shall not be repayable by Lessee to Lessor as Additional Charges at the next Payment Date provided for in this Lease; provided, however, that should Lessor required if Landlord shall reasonably determine that the giving of same is not practicable), pay such Notice would risk loss to the Leased Property or cause damage to Lessorcharges, then Lessor together with interest and penalties due with respect thereto, and Tenant shall give such Notice reimburse Landlord therefor, upon demand, as is practical under the circumstances. Lessor reserves the right to contest any of the Claims at its expense not pursued by Lessee. Lessor and Lessee agree to cooperate in coordinating the contest of any ClaimsAdditional Charges.

Permitted Contests. Lessee Tenant shall have the right to contest the amount or validity of any Imposition to be paid by Lessee or any Legal Requirement or Insurance Requirement insurance requirement or any lien, attachment, levy, encumbrance, charge or claim (“"Claims”") not otherwise permitted by Section 12.1, by appropriate legal proceedings in good faith and with due diligence (but this shall not be deemed or construed in any way to relieve, modify or extend Lessee’s Tenant's covenants to pay or its covenants to cause to be paid any such charges at the time and in the manner as in this Section provided), on condition, however, that such legal proceedings shall not operate to relieve Lessee Tenant from its obligations hereunder and shall not cause the sale or risk the loss of any portion of the Leased Property, or any part thereofProject, or cause Lessor Landlord or Lessee Tenant to be in default under any mortgage, deed of trust, security deed or other agreement encumbering the Leased Property Project or any interest therein. Upon the request of LessorLandlord, Lessee Tenant shall either (a) provide a bond or other monetary assurance reasonably satisfactory to Lessor Landlord that all Claims which may be assessed against the Leased Property Project together with interest and penalties, if any, thereon will be paid, or (b) deposit within the time otherwise required for payment with a bank or trust company as trustee upon terms reasonably satisfactory to LessorLandlord, as security for the payment of such Claimsclaims, money in an amount sufficient to pay the same, together with interest and penalties in connection therewith, as to all Claims which may be assessed against or become a Claim on the Leased Property, Project or any part thereof, in said legal proceedings. Lessee Tenant shall furnish Lessor Landlord and any lender of Lessor Landlord with reasonable evidence of such deposit within five (5) days of the same. Lessor Landlord agrees to join in any such proceedings if the same be required legally to prosecute such contest of the validity of such Claims; provided, however, that Lessor Landlord shall not thereby be subjected to any liability or loss for the payment of any costs or expenses in connection with any proceedings brought by LesseeTenant; and Lessee Tenant covenants to indemnify indemnify, defend and save harmless Lessor Landlord from any such liabilities, losses, costs or expenses. Lessee Tenant shall be entitled to any refund of any Claims and such charges and penalties or interest thereon which have been paid by Lessee Tenant or paid by Lessor Landlord and for which Lessor Landlord has been fully reimbursed. In the event that Lessee Tenant fails to pay any Claims when due or to provide the security therefor as provided in this Section and diligently to prosecute any contest of the same, Lessor Landlord may, upon ten (10) days’ days advance Notice notice to Lessee, and Lessee’s failure to correct the same within such ten (10) day periodTenant, pay such charges together with any interest and penalties and the same shall be repayable by Lessee to Lessor Tenant as Additional Charges at the next Payment Date provided for in this Lease; Rent provided, however, that should Lessor Landlord reasonably determine that the giving of such Notice notice would risk loss to the Leased Property or cause damage to Lessor, Project then Lessor Landlord shall give such Notice notice as is practical under the circumstances. Lessor Landlord reserves the right to contest any of the Claims at its expense not pursued by LesseeTenant. Lessor Landlord and Lessee Tenant agree to cooperate in coordinating the contest of any Claims.

Permitted Contests. Lessee shall have After prior notice to the right to contest Mortgagee, the amount or validity of any Imposition to be paid by Lessee or any Legal Requirement or Insurance Requirement or any lien, attachment, levy, encumbrance, charge or claim (“Claims”) not otherwise permitted by Section 12.1Mortgagor may contest, by appropriate legal proceedings conducted in good faith and with due diligence (but this shall not be deemed diligence, any Legal Requirement, any Insurance Requirement, any Imposition or construed in Lien therefor on the Mortgaged Property or any way to relieve, modify interest therein or extend Lessee’s covenants to pay or its covenants to cause to be paid any such charges at the time and in the manner as in this Section provided), on condition, however, that such legal proceedings shall not operate to relieve Lessee from its obligations hereunder and shall not cause the sale or risk the loss Lien of any portion of laborer, mechanic, materialman, supplier or vendor on the Leased Property, or any part thereof, or cause Lessor or Lessee to be in default under any mortgage, deed of trust, security deed or other agreement encumbering the Leased Mortgaged Property or any interest therein, PROVIDED that (i) no Event of Default has occurred and is continuing; (ii) no Mortgaged Property or interest therein is in danger of being sold, forfeited or lost, nor is the priority of the Lien of the Mortgagee at risk, as a result of such contest or proceedings; (iii) in the case of any Legal Requirement, the Mortgagee and the other Secured Parties are not in danger of any criminal or material civil penalty or any other liability for failure to comply therewith and no Mortgaged Property or interest therein is subject to the imposition of any Lien as a result of such failure which is not properly contested in accordance with this Section; (iv) in the case of any Insurance Requirement, no Insurance Policy or coverage is in danger of being forfeited or lost as a result of such contest or proceedings, unless replaced; and (v) in the case of (A) any Lien of a laborer, mechanic, materialman, supplier or vendor, (B) any Imposition or Lien therefor or (C) any other Lien, such proceedings suspend the foreclosure of such Lien or any other collection thereof from the Mortgaged Property; and PROVIDED FURTHER that the Mortgagor establishes any reserve or other appropriate provision required with respect to such contest under generally accepted accounting principles consistently applied. It is agreed that the failure to comply with any such Legal Requirement or Insurance Requirement, to pay any such Imposition or to discharge any such Lien being contested pursuant to this Section during such contest shall not constitute an Event of Default, PROVIDED that the Mortgagor is in compliance with this Section. Upon request, the request Mortgagor shall promptly deliver to the Mortgagee (x) a certificate of Lessor, Lessee shall either (a) provide a bond or other assurance the Mortgagor describing in detail reasonably satisfactory to Lessor that all Claims which may be assessed against the Leased Property together with interest and penalties, if any, thereon will be paid, or (b) deposit within Mortgagee the time otherwise required for payment with a bank or trust company contests pending as trustee upon terms reasonably satisfactory to Lessor, as security for the payment of such Claims, money in an amount sufficient to pay the same, together with interest and penalties in connection therewith, as to all Claims which may be assessed against or become a Claim on the Leased Property, or any part thereof, in said legal proceedings. Lessee shall furnish Lessor and any lender of Lessor with reasonable evidence of such deposit within five (5) days of the same. Lessor agrees to join in any such proceedings if date thereof and evidencing that the same be required legally to prosecute such contest Mortgagor has complied with the provisions of the validity of such Claims; provided, however, that Lessor shall not thereby be subjected to any liability or loss for the payment of any costs or expenses in connection with any proceedings brought by Lessee; and Lessee covenants to indemnify and save harmless Lessor from any such liabilities, losses, costs or expenses. Lessee shall be entitled to any refund of any Claims and such charges and penalties or interest thereon which have been paid by Lessee or paid by Lessor and for which Lessor has been fully reimbursed. In the event that Lessee fails to pay any Claims when due or to provide the security therefor as provided in this Section with respect thereto and diligently to prosecute any contest of the same, Lessor may, upon ten (10y) days’ advance Notice to Lessee, such other information and Lessee’s failure to correct the same within such ten (10) day period, pay such charges together documents with any interest and penalties and the same shall be repayable by Lessee to Lessor as Additional Charges at the next Payment Date provided for in this Lease; provided, however, that should Lessor reasonably determine that the giving of such Notice would risk loss respect to the Leased Property or cause damage contests conducted pursuant to Lessor, then Lessor this Section as the Mortgagee shall give such Notice as is practical under the circumstances. Lessor reserves the right to contest any of the Claims at its expense not pursued by Lessee. Lessor and Lessee agree to cooperate in coordinating the contest of any Claimsreasonably request.

Permitted Contests. Lessee Notwithstanding any other provision of this Lease, Tenant shall not be required to (a) pay any Imposition, (b) discharge or remove any lien referred to in Paragraph 11 or 13 or (c) take any action with respect to any encroachment, violation, hindrance, obstruction or impairment referred to in Paragraph 12(b) (such non-compliance with the terms hereof being hereinafter referred to collectively as "Permitted Violations") and may dispute or contest the same, so long as at the time of such non-compliance no Event of Default with respect to the Related Premises to which the Permitted Violation pertains, exists and so long as Tenant shall contest, in good faith, the existence, amount or validity thereof, the amount of the damages caused thereby, or the extent of its or Landlord's liability therefor by appropriate proceedings which shall operate during the pendency thereof to prevent or stay (i) the collection of, or other realization upon, the Permitted Violation so contested, (ii) the sale, forfeiture or loss of any of the applicable Related Premises or any Rent to satisfy or to pay any damages caused by any Permitted Violation, (iii) any interference with the use or occupancy of any of the applicable Related Premises, (iv) any interference with the payment of any Rent, or (v) the cancellation or increase in the rate of any insurance policy or a statement by the carrier that coverage will be denied. Tenant shall provide Landlord security which is satisfactory, in Landlord's reasonable judgment, to assure that such Permitted Violation is corrected, including all Costs, interest and penalties that may be incurred or become due in connection therewith. While any proceedings which comply with the requirements of this Paragraph 14 are pending and the required security is held by Landlord, Landlord shall not have the right to correct any Permitted Violation thereby being contested unless Landlord is required by Law to correct such Permitted Violation and Tenant's contest does not prevent or stay such requirement as to Landlord. Each such contest shall be promptly and diligently prosecuted by Tenant to a final conclusion, except that Tenant, so long as the amount conditions of this Paragraph 14 are at all times complied with, has the right to attempt to settle or validity compromise such contest through negotiations. Tenant shall pay any and all losses, judgments, decrees and Costs in connection with any such contest and shall, promptly after the final determination of any Imposition such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be paid by Lessee payable therein or any Legal Requirement or Insurance Requirement or any lien, attachment, levy, encumbrance, charge or claim (“Claims”) not otherwise permitted by Section 12.1, by appropriate legal proceedings in good faith and with due diligence (but this shall not be deemed or construed in any way to relieve, modify or extend Lessee’s covenants to pay or its covenants to cause to be paid any such charges at the time and in the manner as in this Section provided), on condition, however, that such legal proceedings shall not operate to relieve Lessee from its obligations hereunder and shall not cause the sale or risk the loss of any portion of the Leased Property, or any part thereof, or cause Lessor or Lessee to be in default under any mortgage, deed of trust, security deed or other agreement encumbering the Leased Property or any interest therein. Upon the request of Lessor, Lessee shall either (a) provide a bond or other assurance reasonably satisfactory to Lessor that all Claims which may be assessed against the Leased Property together with interest and penalties, if any, thereon will be paid, or (b) deposit within the time otherwise required for payment with a bank or trust company as trustee upon terms reasonably satisfactory to Lessor, as security for the payment of such Claims, money in an amount sufficient to pay the same, together with interest and penalties in connection therewith, together with all penalties, fines, interest and Costs thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as to all Claims which may be assessed against or become a Claim on the Leased Property, or any part result thereof, in said legal proceedings. Lessee shall furnish Lessor and any lender of Lessor with reasonable evidence of such deposit within five (5) days of the same. Lessor agrees to join in any such proceedings if the same be required legally to prosecute No such contest of shall subject Landlord to the validity of such Claims; provided, however, that Lessor shall not thereby be subjected to any liability or loss for the payment risk of any costs civil or expenses in connection with any proceedings brought by Lessee; and Lessee covenants to indemnify and save harmless Lessor from any such liabilities, losses, costs or expenses. Lessee shall be entitled to any refund of any Claims and such charges and penalties or interest thereon which have been paid by Lessee or paid by Lessor and for which Lessor has been fully reimbursed. In the event that Lessee fails to pay any Claims when due or to provide the security therefor as provided in this Section and diligently to prosecute any contest of the same, Lessor may, upon ten (10) days’ advance Notice to Lessee, and Lessee’s failure to correct the same within such ten (10) day period, pay such charges together with any interest and penalties and the same shall be repayable by Lessee to Lessor as Additional Charges at the next Payment Date provided for in this Lease; provided, however, that should Lessor reasonably determine that the giving of such Notice would risk loss to the Leased Property or cause damage to Lessor, then Lessor shall give such Notice as is practical under the circumstances. Lessor reserves the right to contest any of the Claims at its expense not pursued by Lessee. Lessor and Lessee agree to cooperate in coordinating the contest of any Claimscriminal liability.

Permitted Contests. Lessee shall have the right to contest Tenant, on its own or on Landlord's behalf (or in Landlord's name), but at Tenant's expense, may contest, by appropriate legal proceedings conducted in good faith and with due diligence, the amount or validity or application, in whole or in part, of any Imposition to be paid by Lessee or any Legal Requirement or Insurance Requirement insurance requirement or any lien, attachment, levy, encumbrance, charge or claim (“Claims”) not otherwise permitted by Section 12.1, by appropriate legal proceedings in good faith and with due diligence (but this shall not be deemed or construed in any way to relieve, modify or extend Lessee’s covenants to pay or its covenants to cause to be paid any such charges at the time and provided that [i] in the manner as in this Section provided)case of an unpaid Imposition, on conditionlien, howeverattachment, that levy, encumbrance, charge or claim, the commencement and continuation of such legal proceedings shall not operate to relieve Lessee suspend the collection thereof from its obligations hereunder Landlord and shall not cause the sale or risk the loss of any portion of from the Leased Property, or any part thereof, or cause Lessor or Lessee to be in default under any mortgage, deed of trust, security deed or other agreement encumbering ; [ii] neither the Leased Property nor any Rent therefrom nor any part thereof or interest therein would be in any interest therein. Upon immediate danger of being sold, forfeited, attached or lost; [iii] in the request case of Lessora Legal Requirement, Lessee Landlord would not be in any immediate danger of civil or criminal liability for failure to comply therewith pending the outcome of such proceedings; [iv] in the event that any such contest shall either (a) provide involve a bond sum of money or other assurance reasonably satisfactory potential loss in excess of $50,000.00, Tenant shall deliver to Lessor that all Claims which Landlord and its counsel an opinion of Tenant's counsel to the effect set forth in clauses [i], [ii] and [iii], to the extent applicable; [v] in the case of a Legal Requirement and/or an Imposition, lien, encumbrance or charge, Tenant shall give such reasonable security as may be assessed against demanded by Landlord to insure ultimate payment of the same and to prevent any sale or forfeiture of the affected Leased Property together with interest and penalties, if any, thereon will be paid, or (b) deposit within the time otherwise required for payment with a bank or trust company as trustee upon terms reasonably satisfactory to Lessor, as security for the payment Rent by reason of such Claims, money in an amount sufficient to pay the same, together with interest and penalties in connection therewith, as to all Claims which may be assessed against nonpayment or become a Claim on the Leased Property, or any part thereof, in said legal proceedings. Lessee shall furnish Lessor and any lender of Lessor with reasonable evidence of such deposit within five (5) days of the same. Lessor agrees to join in any such proceedings if the same be required legally to prosecute such contest of the validity of such Claimsnoncompliance; provided, however, that Lessor the provisions of this section shall not thereby be subjected construed to any liability or loss for permit Tenant to contest the payment of Rent (except as to contests concerning the method of computation or the basis of levy of any costs Imposition or expenses the basis for the assertion of any other claim) or any other sums payable by Tenant to Landlord hereunder; [vi] in the case of an insurance requirement, the coverage required by Article 4 shall be maintained; and [vii] if such contest be finally resolved against Landlord or Tenant, Tenant shall, as Additional Rent due hereunder, promptly pay the amount required to be paid, together with all interest and penalties accrued thereon, or comply with the applicable Legal Requirement or insurance requirement. Landlord, at Tenant's expense, shall execute and deliver to Tenant such authorizations and other documents as may be reasonably required in any such contest, and, if reasonably requested by Tenant or if Landlord so desires, Landlord shall join as a party therein. Tenant hereby agrees to indemnify and save Landlord harmless from and against any liability, cost or expense of any kind that may be imposed upon Landlord in connection with any proceedings brought by Lessee; such contest and Lessee covenants to indemnify and save harmless Lessor from any such liabilities, losses, costs or expenses. Lessee shall be entitled to any refund of any Claims and such charges and penalties or interest thereon which have been paid by Lessee or paid by Lessor and for which Lessor has been fully reimbursed. In the event that Lessee fails to pay any Claims when due or to provide the security therefor as provided in this Section and diligently to prosecute any contest of the same, Lessor may, upon ten (10) days’ advance Notice to Lessee, and Lessee’s failure to correct the same within such ten (10) day period, pay such charges together with any interest and penalties and the same shall be repayable by Lessee to Lessor as Additional Charges at the next Payment Date provided for in this Lease; provided, however, that should Lessor reasonably determine that the giving of such Notice would risk loss to the Leased Property or cause damage to Lessor, then Lessor shall give such Notice as is practical under the circumstances. Lessor reserves the right to contest any of the Claims at its expense not pursued by Lessee. Lessor and Lessee agree to cooperate in coordinating the contest of any Claimsresulting therefrom.

Permitted Contests. Lessee shall have the right to contest the amount or validity of any Imposition to be paid by Lessee or any Legal Requirement or Insurance Requirement or any lien, attachment, levy, encumbrance, charge or claim (“"Claims”") not otherwise permitted by Section 12.1Article XI, by appropriate legal proceedings in good faith and with due diligence diligence, and to delay payment if legally permitted. Any such legal proceeding (but and delay in payment) shall operate to extend the time for performance of Lessee's covenants to pay such charges hereunder only so long as such Claims are in the process of being diligently contested as permitted in this Article XII and such legal proceedings (and delay in payment) do not cause the sale of the Leased Property, or any part thereof, to satisfy the same or cause Lessor or Lessee to be in default under any mortgage or deed of trust encumbering the Leased Property or any interest therein; provided that such legal proceedings (and delay in payment) shall not otherwise be deemed or construed in any way to relieveas relieving, modify modifying or extend extending Lessee’s 's covenants to pay or its covenants to cause to be paid any such charges at the time and in the manner as in provided for under this Section provided), on condition, however, that such legal proceedings shall not operate to relieve Lessee from its obligations hereunder and shall not cause the sale or risk the loss of any portion of the Leased Property, or any part thereof, or cause Lessor or Lessee to be in default under any mortgage, deed of trust, security deed or other agreement encumbering the Leased Property or any interest thereinLease. Upon the reasonable request of Lessor, Lessee shall either (a) provide a bond or other assurance reasonably to Lessor reasonable security satisfactory to Lessor that Lessor, in Lessor's reasonable discretion, to assure the payment of all Claims which may be assessed against the Leased Property or any portion thereof together with interest and penalties, if any, thereon will be paid, or (b) deposit within the time otherwise required for payment with a bank or trust company as trustee upon terms reasonably satisfactory to Lessor, as security for the payment of such Claims, money in an amount sufficient to pay the same, together with interest and penalties in connection therewith, as to all Claims which may be assessed against or become a Claim on the Leased Property, or any part thereof, in said legal proceedings. Lessee shall furnish Lessor and any lender of Lessor with reasonable evidence of such deposit within five (5) days of the samethereon. Lessor agrees to join in any such proceedings if the same be required to legally to prosecute such contest of the validity of such Claims; provided, however, that Lessor shall not thereby be subjected to any liability or loss for the payment of any costs or expenses in connection with any proceedings brought by Lessee; and Lessee covenants to indemnify and save harmless Lessor from any such liabilities, losses, costs or expenses. In the event that Lessee fails to pay any Claims when due or, upon Lessor's request, to provide the security therefor as provided in this Article XII and to diligently prosecute any contest of the same, Lessor may, upon thirty (30) days advance written Notice to Lessee, pay such charges together with any interest and penalties and the same shall be repayable by Lessee to Lessor at the next Payment Date provided for in this Lease. Provided, however, that should Lessor reasonably determine that the giving of such Notice would risk loss to the Leased Property or cause damage to Lessor, then Lessor shall give such written Notice as is practical under the circumstances. Lessee shall be entitled to any refund of any Claims and such charges and penalties or interest thereon which have been paid by Lessee or paid by Lessor and for which Lessor has been fully reimbursed. In the event that Lessee fails to pay any Claims when due or to provide the security therefor as provided in this Section and diligently to prosecute any contest of the same, Lessor may, upon ten (10) days’ advance Notice to Lessee, and Lessee’s failure to correct the same within such ten (10) day period, pay such charges together with any interest and penalties and the same shall be repayable by Lessee to Lessor as Additional Charges at the next Payment Date provided for in this Lease; provided, however, that should Lessor reasonably determine that the giving of such Notice would risk loss to the Leased Property or cause damage to Lessor, then Lessor shall give such Notice as is practical under the circumstances. Lessor reserves the right to contest any of the Claims at its expense not pursued by Lessee. Lessor and Lessee agree to cooperate in coordinating the contest of any Claims.

Permitted Contests. Lessee (a) So long as no Event of Default has occurred and is continuing Tenant shall not be required to (i) pay any Imposition, (ii) comply with any Legal Requirement, (iii) discharge or remove any Lien referred to in Section 9 or 12, or (iv) take any action with respect to any violation referred to in Section 11(b) so long as Tenant shall contest, in good faith and at its expense, the existence, the amount or the validity thereof, the amount of the damages caused thereby, or the extent of its or Landlord’s liability therefor, by appropriate proceedings which shall operate during the pendency thereof to prevent (A) the collection of, or other realization upon, the Imposition or Lien so contested, (B) the sale, forfeiture or loss of the Leased Premises, any Basic Rent or any Additional Rent to satisfy the same or to pay any damages caused by the violation of any such Legal Requirement or by any such violation, (C) any interference with the use or occupancy of the Leased Premises, (D) any interference with the payment of any Basic Rent or any Additional Rent, and (E) the cancellation of any insurance policy required to be maintained under this Lease. Landlord shall fully cooperate with Tenant in connection with any such contest at Tenant’s sole cost and expense. During any contest meeting the standards set forth in this Section 18, Landlord shall not, during the pendency of such legal or other proceeding or contest, pay or discharge any Impositions on the Leased Premises, or tax lien or tax title pertaining thereto, provided Landlord may do so in order to stay a sale, loss or forfeiture of the Leased Premises or any Basic Rent. Any refund obtained by Tenant shall be paid first to Tenant to the extent of its costs and expenses of such contest and on account of any portion of the Impositions so refunded which were previously paid by Tenant. (b) In no event shall Tenant pursue any contest with respect to any Imposition, Legal Requirement, Lien, or violation, referred to above in such manner that exposes Landlord or any Lender to (i) criminal liability, penalty or sanction, (ii) any civil liability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlord and Lenders (which may include the requirement to post a bond therefor) or (iii) defeasance of its interest (including the subordination of the Lien of the Mortgage to a Lien to which such Mortgage is not otherwise subordinate prior to such contest) in the Leased Premises. (c) Tenant agrees that each such contest shall be promptly and diligently prosecuted to a final conclusion, except that Tenant shall have the right to attempt to settle or compromise such contest the amount or validity of any Imposition to be paid through negotiations. If requested by Lessee or any Legal Requirement or Insurance Requirement or any lienLandlord, attachmentTenant shall deliver a bond, levy, encumbrance, charge or claim (“Claims”) not otherwise permitted by Section 12.1, by appropriate legal proceedings in good faith and with due diligence (but this shall not be deemed or construed in any way to relieve, modify or extend Lessee’s covenants to pay or its covenants to cause to be paid any such charges at the time and in the manner as in this Section provided), on condition, however, that such legal proceedings shall not operate to relieve Lessee from its obligations hereunder and shall not cause the sale or risk the loss of any portion of the Leased Property, or any part thereof, or cause Lessor or Lessee to be in default under any mortgage, deed of trust, security deed cash collateral or other agreement encumbering the Leased Property or any interest therein. Upon the request of Lessor, Lessee shall either (a) provide a bond or other assurance reasonably satisfactory to Lessor that all Claims which may be assessed against the Leased Property together with interest and penalties, if any, thereon will be paid, or (b) deposit within the time otherwise required for payment with a bank or trust company as trustee upon terms reasonably satisfactory to Lessor, as security for the payment of such Claims, money surety in an amount sufficient to discharge any Lien of record related to such contest during the pendency thereof. Tenant shall pay and save each Indemnitee harmless against any and all actual, out-of-pocket losses, judgments, decrees and costs (including all reasonable attorneys’ fees and expenses) in connection with any such contest and shall, promptly after the samefinal determination of such contest, together with interest fully pay and penalties discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, as to together with all Claims which may be assessed against penalties, fines, interest, costs and expenses thereof or become a Claim on the Leased Property, or any part thereof, in said legal proceedings. Lessee shall furnish Lessor and any lender of Lessor with reasonable evidence of such deposit within five (5) days of the same. Lessor agrees to join in any such proceedings if the same be required legally to prosecute such contest of the validity of such Claims; provided, however, that Lessor shall not thereby be subjected to any liability or loss for the payment of any costs or expenses in connection with any proceedings brought by Lessee; therewith, and Lessee covenants to indemnify and save harmless Lessor from any such liabilities, losses, costs or expenses. Lessee perform all acts the performance of which shall be entitled to any refund of any Claims and such charges and penalties ordered or interest thereon which have been paid by Lessee or paid by Lessor and for which Lessor has been fully reimbursed. In the event that Lessee fails to pay any Claims when due or to provide the security therefor decreed as provided in this Section and diligently to prosecute any contest of the same, Lessor may, upon ten (10) days’ advance Notice to Lessee, and Lessee’s failure to correct the same within such ten (10) day period, pay such charges together with any interest and penalties and the same shall be repayable by Lessee to Lessor as Additional Charges at the next Payment Date provided for in this Lease; provided, however, that should Lessor reasonably determine that the giving of such Notice would risk loss to the Leased Property or cause damage to Lessor, then Lessor shall give such Notice as is practical under the circumstances. Lessor reserves the right to contest any of the Claims at its expense not pursued by Lessee. Lessor and Lessee agree to cooperate in coordinating the contest of any Claimsa result thereof.

Permitted Contests. Lessee shall have Lessee, after ten days' prior written notice to Lessor, on its own or on Lessor's behalf (or in Lessor's name), but at Lessee's expense, may contest, by appropriate legal proceedings conducted in good faith and with due diligence, the right to contest the amount amount, validity or validity application, in whole or in part, of any Imposition to be paid by Lessee or any Imposition, Legal Requirement or Requirement, Insurance Requirement or any Requirement, lien, attachment, levy, encumbrance, charge or claim (“Claims”collectively "Charge") not otherwise permitted by Section 12.1Article 10, by appropriate legal proceedings in good faith and with due diligence (but this shall not be deemed or construed in any way to relieve, modify or extend Lessee’s covenants to pay or its covenants to cause which is required to be paid or discharged by Lessee, any such charges at the time and Resident or any Tenant; provided that (a) in the manner case of an unpaid Charge, the commencement and continuation of such proceedings, or the posting of a bond or certificate of deposit as in this Section provided)may be permitted by applicable law, on condition, however, that such legal proceedings shall not operate to relieve Lessee suspend the collection thereof from its obligations hereunder Lessor and shall not cause the sale or risk the loss of any portion of from the Leased Property; (b) neither the Leased Property nor any Rent therefrom nor any part thereof or interest therein would be in any immediate danger of being sold, forfeited, attached or lost; (c) Lessor would not be in any immediate danger of civil or criminal liability for failure to comply therewith pending the outcome of such proceedings; (d) in the event that any such contest shall involve a sum of money or potential loss in excess of $50,000.00, then Lessee shall deliver to Lessor and its counsel an Officer's Certificate and such opinions of legal counsel as Lessor may reasonably request as to the matters set forth in clauses (a), (b) and (c); (e) in the case of an Insurance Requirement, the coverage required by Article 12 shall be maintained; and (f) if such contest be finally resolved against Lessor or Lessee, Lessee shall, as Additional Charges due hereunder, promptly pay the amount required to be paid, together with all interest and penalties accrued thereon, or otherwise comply with the applicable Charge; provided further that nothing contained herein shall be construed to permit Lessee to contest the payment of the Rent, or any part thereof, or cause Lessor or other sums payable by Lessee to Lessor hereunder. Lessor, at Lessee's expense, shall execute and deliver to Lessee such authorizations and other documents as may reasonably be required in default under any mortgagesuch contest and, deed of trustif reasonably requested by Lessee or if Lessor so desires and then at its own expense, security deed or other agreement encumbering the Leased Property or any interest Lessor shall join as a party therein. Upon the request of Lessor, Lessor shall do all things reasonably requested by Lessee shall either (a) provide a bond or other assurance reasonably satisfactory to Lessor that all Claims which may be assessed against the Leased Property together with interest and penalties, if any, thereon will be paid, or (b) deposit within the time otherwise required for payment with a bank or trust company as trustee upon terms reasonably satisfactory to Lessor, as security for the payment of such Claims, money in an amount sufficient to pay the same, together with interest and penalties in connection therewith, as to all Claims which may be assessed against or become a Claim on the Leased Property, or any part thereof, in said legal proceedingswith such action. Lessee shall furnish indemnify and save Lessor and harmless against any lender of Lessor with reasonable evidence of such deposit within five (5) days of the same. Lessor agrees to join in any such proceedings if the same be required legally to prosecute such contest of the validity of such Claims; providedliability, however, that Lessor shall not thereby be subjected to any liability cost or loss for the payment expense of any costs or expenses kind that may be imposed upon Lessor in connection with any proceedings brought by Lessee; such contest and Lessee covenants to indemnify and save harmless Lessor from any such liabilities, losses, costs or expenses. Lessee shall be entitled to any refund of any Claims and such charges and penalties or interest thereon which have been paid by Lessee or paid by Lessor and for which Lessor has been fully reimbursed. In the event that Lessee fails to pay any Claims when due or to provide the security therefor as provided in this Section and diligently to prosecute any contest of the same, Lessor may, upon ten (10) days’ advance Notice to Lessee, and Lessee’s failure to correct the same within such ten (10) day period, pay such charges together with any interest and penalties and the same shall be repayable by Lessee to Lessor as Additional Charges at the next Payment Date provided for in this Lease; provided, however, that should Lessor reasonably determine that the giving of such Notice would risk loss to the Leased Property or cause damage to Lessor, then Lessor shall give such Notice as is practical under the circumstances. Lessor reserves the right to contest any of the Claims at its expense not pursued by Lessee. Lessor and Lessee agree to cooperate in coordinating the contest of any Claimsresulting therefrom.

Permitted Contests. Lessee shall have Tenant, upon not less than thirty (30) days’ prior written Notice to Landlord, on its own or in Landlord’s name, at Tenant’s sole cost and expense, may contest, by appropriate legal proceedings conducted in good faith and with due diligence, the right to contest the amount amount, validity or validity application, in whole or in part, of any Imposition licensure or certification decision (including pursuant to be paid by Lessee any Imposition, Legal Requirement, Insurance Requirement, lien, attachment, levy, encumbrance, charge or any Legal Requirement claim), and upon Tenant’s request Landlord shall reasonably cooperate with Tenant with respect to such contest at no cost or Insurance Requirement or any expense to Landlord; provided, however, that (i) in the case of an unpaid Imposition, lien, attachment, levy, encumbrance, charge or claim pursuant to any Legal Requirements, the commencement and continuation of such proceedings shall suspend the collection or enforcement thereof from or against Landlord and the Demised Premises; (“Claims”ii) not otherwise permitted neither the Demised Premises, the Rent therefrom nor any part or interest in either thereof would be in any danger of being sold, forfeited, attached or lost pending the outcome of such proceedings; (iii) in the case of a Legal Requirement, neither Landlord nor Tenant would be in any danger of civil or criminal liability for failure to comply therewith pending the outcome of such proceedings; (iv) in the case of a Legal Requirement, Imposition, lien, encumbrance or charge that exceeds five hundred thousand dollars ($500,000), Tenant shall give such reasonable security (in Cash, or by satisfactory letter of credit) as may be reasonably required by Landlord or any Title Insurer to insure ultimate payment of the same (including all interest, penalties and charges) and to prevent any sale or forfeiture of the Demised Premises or the Rent by reason of such nonpayment or noncompliance; (v) in the case of an Insurance Requirement, the coverage required by Section 12.1, by appropriate legal proceedings in good faith 10.3 shall be maintained; (vi) Tenant shall keep Landlord reasonably informed as to the status of and with due diligence copies of all material documents in the proceedings; and (but vii) if such contest shall be finally resolved against Landlord or Tenant, Tenant shall promptly pay the amount required to be paid, together with all interest and penalties accrued thereon, or comply with the applicable Legal Requirement or Insurance Requirement. Landlord, at Tenant’s expense, shall execute and deliver to Tenant such authorizations and other documents as may reasonably be required in any such contest, and, if reasonably requested by Tenant or if Landlord so desires, Landlord shall have the right to join as a party therein and/or fully participate therein in conjunction with Tenant. The provisions of this Section 4.2 shall not be deemed or construed in any way to relieve, modify or extend Lessee’s covenants permit Tenant to pay or its covenants to cause to be paid any such charges at the time and in the manner as in this Section provided), on condition, however, that such legal proceedings shall not operate to relieve Lessee from its obligations hereunder and shall not cause the sale or risk the loss of any portion of the Leased Property, or any part thereof, or cause Lessor or Lessee to be in default under any mortgage, deed of trust, security deed or other agreement encumbering the Leased Property or any interest therein. Upon the request of Lessor, Lessee shall either (a) provide a bond or other assurance reasonably satisfactory to Lessor that all Claims which may be assessed against the Leased Property together with interest and penalties, if any, thereon will be paid, or (b) deposit within the time otherwise required for payment with a bank or trust company as trustee upon terms reasonably satisfactory to Lessor, as security for contest the payment of such ClaimsRent payable by Tenant to Landlord hereunder. Without limiting any other provision of this Master Lease, money Tenant shall indemnify, defend, protect and save Landlord and all Indemnified Parties and the Demised Premises harmless from and against any and all liability, costs, fees, damages, expenses, penalties, fines and charges of any kind (including reasonable attorneys’ fees, including those incurred in an amount sufficient to pay the same, together with interest and penalties in connection therewith, as to all Claims which enforcement of this indemnity) that may be assessed against or become a Claim on imposed upon Landlord, the Leased Property, or any part thereof, in said legal proceedings. Lessee shall furnish Lessor and any lender of Lessor with reasonable evidence of such deposit within five (5) days of Property and/or the same. Lessor agrees to join in any such proceedings if the same be required legally to prosecute such contest of the validity of such Claims; provided, however, that Lessor shall not thereby be subjected to any liability or loss for the payment of any costs or expenses Demised Premises in connection with any proceedings brought by Lessee; such contest and Lessee covenants to indemnify and save harmless Lessor from any such liabilities, losses, costs or expensesloss resulting therefrom. Lessee shall be entitled to any refund of any Claims and such charges and penalties or interest thereon which have been paid by Lessee or paid by Lessor and for which Lessor has been fully reimbursed. In the event that Lessee fails to pay any Claims when due or to provide the security therefor as provided Notwithstanding anything in this Section and diligently to prosecute 4.2, any contest with respect to any Demised Premises a portion of the samewhich has been recaptured by Landlord, Lessor mayshall be subject to Landlord’s prior reasonable approval, provided that, in such event, upon ten receipt of an invoice therefor in reasonable detail, Landlord shall promptly pay and reimburse Tenant for all reasonable fees, costs and expenses incurred by Tenant (10including reasonable attorneys’ fees) days’ advance Notice to Lesseein pursuing any such contest, and Lesseein excess of Tenant’s failure to correct the same within such ten (10) day period, pay such charges together with any interest and penalties and the same shall be repayable by Lessee to Lessor as Additional Charges at the next Payment Date provided for in this Lease; provided, however, that should Lessor reasonably determine that the giving of such Notice would risk loss to the Leased Property or cause damage to Lessor, then Lessor shall give such Notice as is practical under the circumstances. Lessor reserves the right to contest any of the Claims at its expense not pursued by Lessee. Lessor and Lessee agree to cooperate in coordinating the contest of any ClaimsProportionate Share thereof.

Permitted Contests. Lessee shall have the right to contest the amount or validity of any Imposition to be paid by Lessee or any Legal Requirement or Insurance Requirement or any lien, attachment, levy, encumbrance, charge or claim (“"Claims”") not otherwise permitted by Section 12.111, by appropriate legal proceedings in good faith and with due diligence (but this shall not be deemed or construed in any way to relieve, modify or extend Lessee’s 's covenants to pay or its covenants to cause to be paid any such charges at the time and in the manner as in this Section provided), on condition, however, that such legal proceedings shall not operate to relieve Lessee from its obligations hereunder and shall not cause the sale or risk the loss of any portion of the Leased Property, or any part thereof, or cause Lessor or Lessee to be in default under any mortgage, deed of trust, trust or security deed or other agreement encumbering the Leased Property or any interest therein. Upon the request of Lessor, Lessee shall either (a) provide a bond or other assurance reasonably satisfactory to Lessor that all Claims which may be assessed against the Leased Property together with interest and penalties, if any, thereon will be paid, or (b) deposit within the time otherwise required for payment with a bank or trust company as trustee upon terms reasonably satisfactory to Lessor, as security for the payment of such Claims, money in an amount sufficient to pay the same, together with interest and penalties in connection therewith, as to all Claims which may be assessed against or become a Claim on the Leased Property, or any part thereof, in said legal proceedings. Lessee shall furnish Lessor and any lender of Lessor with reasonable evidence of such deposit within five (5) days of the same. Lessor agrees to join in any such proceedings if the same be required to legally to prosecute such contest of the validity of such Claims; provided, however, that Lessor shall not thereby be subjected to any liability or loss for the payment of any costs or expenses in connection with any proceedings brought by Lessee; and Lessee covenants to indemnify and save hold harmless Lessor from any such liabilities, losses, costs or expenses. Lessee shall be entitled to any refund of any Claims and such charges and penalties or interest thereon which have been paid by Lessee or paid by Lessor and for which Lessor has been fully reimbursed. In the event that Lessee fails to pay any Claims when due or to provide the security therefor as provided in this Section paragraph and to diligently to prosecute any contest of the same, Lessor may, upon ten (10) days’ days advance Notice to Lessee, and Lessee’s failure to correct the same within such ten (10) day period, pay such charges together with any interest and penalties and the same shall be repayable by Lessee to Lessor as Additional Charges at the next Payment Date provided for in this Lease; provided. Provided, however, that should Lessor reasonably determine that the giving of such Notice would risk loss to the Leased Property or cause damage to Lessor, then Lessor shall give such Notice as is practical under the circumstances. Lessor reserves the right to contest any of the Claims at its expense not pursued by Lessee. Lessor and Lessee agree to cooperate in coordinating the contest of any Claimsclaims.

Permitted Contests. Lessee In addition to Tenant's right to contest mechanics liens as contemplated in Section 7.3, Tenant shall have the right to contest the amount or validity of any Imposition to be paid by Lessee or any Imposition, Legal Requirement or Requirement, Insurance Requirement or any lienRequirement, Environmental Notices, Lien, attachment, levy, encumbrance, charge or claim (“collectively, "Claims”") not otherwise permitted by Section 12.1as to the Leased Property, pursuant to Applicable Laws by appropriate legal proceedings proceedings, conducted in good faith and with due diligence diligence, provided that (but this a) the foregoing shall not in no way be deemed construed as relieving, modifying or construed in any way to relieve, modify or extend Lessee’s covenants extending Tenant's obligation to pay or its covenants to cause to be paid any Claims as finally determined, (b) such charges at the time and in the manner as in this Section provided), on condition, however, that such legal proceedings shall not operate to relieve Lessee from its obligations hereunder and contest shall not cause the sale Landlord or risk the loss of any portion of the Leased Property, or any part thereof, or cause Lessor or Lessee Tenant to be in default under any mortgage, deed of trust, security deed Hotel Mortgage (Landlord agreeing that any such Hotel Mortgage shall permit Tenant to exercise the rights granted pursuant to this ARTICLE 8) or other agreement encumbering the Leased Property result in or any interest therein. Upon the request of Lessor, Lessee shall either (a) provide reasonably be expected to result in a bond or other assurance reasonably satisfactory lien attaching to Lessor that all Claims which may be assessed against the Leased Property together with interest and penalties, if any, thereon will be paid, or (b) deposit within the time otherwise required for payment with a bank or trust company as trustee upon terms reasonably satisfactory to Lessor, as security for the payment of such Claims, money in an amount sufficient to pay the same, together with interest and penalties in connection therewith, as to all Claims which may be assessed against or become a Claim on the Leased Property, unless such lien is fully bonded or any is otherwise secured to the reasonable satisfaction of Landlord, (c) no part thereof, in said legal proceedings. Lessee shall furnish Lessor and any lender of Lessor with reasonable evidence of such deposit within five (5) days of the sameLeased Property nor any Rent therefrom shall be in any immediate danger of sale, forfeiture, attachment or loss, and (d) Tenant shall indemnify and hold harmless Landlord from and against any cost, claim, damage, penalty or reasonable expense, including reasonable attorneys' fees, incurred by Landlord in connection therewith or as a result thereof. Lessor Landlord agrees to join in any such proceedings if the same be required legally to prosecute such contest of the validity of such Claims; providedcontest, however, provided that Lessor Landlord shall not thereby be subjected to any liability or loss therefor (including, without limitation, for the payment of any costs or expenses in connection therewith) unless Tenant agrees by agreement in form and substance reasonably satisfactory to Landlord, to assume and indemnify Landlord with any proceedings brought by Lessee; and Lessee covenants respect to indemnify and save harmless Lessor from any such liabilities, losses, costs or expensesthe same. Lessee Tenant shall be entitled to any refund of any Claims and such charges and penalties or interest thereon which have been paid by Lessee Tenant or paid by Lessor and for which Lessor Landlord to the extent that Landlord has been fully reimbursedreimbursed by Tenant. In the event that Lessee fails If Tenant shall fail (x) to pay or cause to be paid any Claims when due or finally determined, (y) to provide the reasonable security therefor as provided in this Section and diligently therefor, or (z) to prosecute or cause to be prosecuted any such contest of the samediligently and in good faith, Lessor Landlord may, upon ten (10) days’ advance reasonable Notice to Lessee, and Lessee’s failure to correct the same within such ten Tenant (10) day period, pay such charges together with any interest and penalties and the same which notice shall not be repayable by Lessee to Lessor as Additional Charges at the next Payment Date provided for in this Lease; provided, however, that should Lessor required if Landlord shall reasonably determine that the giving of same is not practicable), pay such Notice would risk loss to charges, together with interest and penalties due with respect thereto, and Tenant shall reimburse Landlord therefor, upon demand, the Leased Property or cause damage to Lessorfull amount thereof, then Lessor shall give such Notice plus interest at the Overdue Rate, as is practical under the circumstances. Lessor reserves the right to contest any of the Claims at its expense not pursued by Lessee. Lessor and Lessee agree to cooperate in coordinating the contest of any ClaimsAdditional Rent.

Permitted Contests. Lessee shall have The Lessee, at its expense, may contest after prior notice to the right to contest the amount or validity of any Imposition to be paid by Lessee or any Legal Requirement or Insurance Requirement or any lien, attachment, levy, encumbrance, charge or claim (“Claims”) not otherwise permitted by Section 12.1Lessor, by appropriate legal proceedings conducted in good faith and with due diligence (but this shall not be deemed diligence, the amount, validity or construed application, in any way to relievewhole or in part, modify or extend Lessee’s covenants to pay or its covenants to cause to be paid any such charges at the time and in the manner as in this Section provided), on condition, however, that such legal proceedings shall not operate to relieve Lessee from its obligations hereunder and shall not cause the sale or risk the loss of any portion of the Leased PropertyImposition or lien therefor, or any part Legal Requirement, or any other mortgage, lien, encumbrance, charge, security interest, conditional sale or other contract or agreement referred to in Section 15 hereof; provided that (i) in the case of an unpaid Imposition or lien therefor, such proceedings shall suspend the collection thereof from the Lessor, (ii) neither the Nuclear Fuel nor any portion thereof or interest therein would be subject to being sold, forfeited, confiscated, condemned or lost, (iii) neither the use of the Nuclear Fuel or any portion thereof, nor the taking of any step necessary or cause Lessor or Lessee proper with respect thereto in the management thereof through any stage of the Nuclear Fuel Cycle, nor the performance of any other act required to be in default performed by the Lessee under this Lease would be enjoined, prevented or otherwise interfered with, (iv) the Lessor would not be subject to any additional civil liability (other than interest which the Lessee agrees to pay), or any criminal liability, for failure to pay any such Imposition or to comply with any such Legal Requirement or any such other mortgage, deed of trustlien, security deed encumbrance, charge, contract or other agreement encumbering agreement, and (v) the Leased Property or any interest therein. Upon the request of Lessor, Lessee shall either have set aside on its books adequate reserves (ain accordance with generally accepted accounting principles) provide a bond or other assurance reasonably satisfactory to Lessor that all Claims which may be assessed against the Leased Property together with interest respect thereto and penaltiesshall have furnished such security, if any, thereon as may be required in the proceedings or reasonably requested by the Lessor. The Lessee will be paidpay, or (b) deposit within and save the time otherwise required for payment Lessor harmless against, all losses, judgments, decrees and costs, including reasonable attorneys’ fees and expenses, in connection with a bank or trust company as trustee upon terms reasonably satisfactory to Lessorany such contest and will, as security for promptly after the payment determination of such Claimscontest, money in an amount sufficient pay and discharge the amounts which shall be levied, assessed or imposed or determined to pay the samebe payable therein, together with interest all penalties, fines, interest, costs and penalties expenses thereon or in connection therewith, as to all Claims which may be assessed against or become a Claim on and such indemnification by the Leased Property, or any part thereofLessee shall survive the termination of this Lease, in said legal proceedings. Lessee shall furnish Lessor and any lender of Lessor with reasonable evidence of such deposit within five (5) days of the same. Lessor agrees to join whole or in any such proceedings if the same be required legally to prosecute such contest of the validity of such Claims; provided, however, that Lessor shall not thereby be subjected to any liability or loss for the payment of any costs or expenses in connection with any proceedings brought by Lessee; and Lessee covenants to indemnify and save harmless Lessor from any such liabilities, losses, costs or expenses. Lessee shall be entitled to any refund of any Claims and such charges and penalties or interest thereon which have been paid by Lessee or paid by Lessor and for which Lessor has been fully reimbursed. In the event that Lessee fails to pay any Claims when due or to provide the security therefor as provided in this Section and diligently to prosecute any contest of the same, Lessor may, upon ten (10) days’ advance Notice to Lessee, and Lessee’s failure to correct the same within such ten (10) day period, pay such charges together with any interest and penalties and the same shall be repayable by Lessee to Lessor as Additional Charges at the next Payment Date provided for in this Lease; provided, however, that should Lessor reasonably determine that the giving of such Notice would risk loss to the Leased Property or cause damage to Lessor, then Lessor shall give such Notice as is practical under the circumstances. Lessor reserves the right to contest any of the Claims at its expense not pursued by Lessee. Lessor and Lessee agree to cooperate in coordinating the contest of any Claimspart.

Permitted Contests. Lessee Notwithstanding anything to the contrary contained in this Borrower Loan Agreement, Borrower shall have the right to contest the amount or validity object in good faith to any claim, demand, levy or assessment (other than in respect of Debt or Contractual Obligations of Borrower under any Imposition to be paid by Lessee Borrower Loan Document or any Legal Requirement or Insurance Requirement or any lien, attachment, levy, encumbrance, charge or claim (“Claims”Related Document) not otherwise permitted by Section 12.1, by appropriate legal proceedings in good faith and with due diligence (that are not prejudicial to Funding Lender’s rights, but this shall not be deemed or construed as in any way relieving, modifying or providing any extension of time with respect to relieve, modify or extend LesseeBorrower’s covenants covenant to pay or its covenants to cause to be paid and comply with any such charges at claim, demand, levy or assessment, unless Borrower shall have given prior Written Notice to the time Funding Lender of Borrower’s intent to so contest or object thereto, and unless (i) Borrower has, in the manner as in this Section provided)Funding Lender’s judgment, on conditiona reasonable basis for such contest, however(ii) Borrower pays when due any portion of the claim, demand, levy or assessment to which Borrower does not object, (iii) Borrower demonstrates to Funding Lender’s satisfaction that such legal proceedings shall not conclusively operate to relieve Lessee from its obligations hereunder and shall not cause the sale prevent enforcement prior to final determination of such proceedings, (iv) Borrower furnishes such bond, surety, undertaking or risk the loss of any portion of the Leased Propertyother security in connection therewith as required by law, or any part thereofas requested by and satisfactory to Funding Lender, or cause Lessor or Lessee to be in default under any mortgagestay such proceeding, deed of trustwhich bond, security deed surety, undertaking or other agreement encumbering the Leased Property security shall be issued by a bonding company, insurer or any interest therein. Upon the request of Lessor, Lessee shall either (a) provide a bond or other assurance surety company reasonably satisfactory to Lessor that all Claims which may Funding Lender and shall be assessed sufficient to cause the claim, demand, levy or assessment to be insured against by the Title Company or removed as a lien against the Leased Property together Project, (v) Borrower at all times prosecutes the contest with interest due diligence, and penalties(vi) Borrower pays, if any, thereon will be paid, or (b) deposit within promptly following a determination of the time otherwise required for payment with a bank or trust company as trustee upon terms reasonably satisfactory to Lessor, as security for the payment amount of such Claimsclaim, money in an demand, levy or assessment due and owing by Borrower, the amount sufficient so determined to pay the same, together with interest be due and penalties in connection therewith, as to all Claims which may be assessed against or become a Claim on the Leased Property, or any part thereof, in said legal proceedings. Lessee shall furnish Lessor and any lender of Lessor with reasonable evidence of such deposit within five (5) days of the same. Lessor agrees to join in any such proceedings if the same be required legally to prosecute such contest of the validity of such Claims; provided, however, that Lessor shall not thereby be subjected to any liability or loss for the payment of any costs or expenses in connection with any proceedings brought owing by Lessee; and Lessee covenants to indemnify and save harmless Lessor from any such liabilities, losses, costs or expenses. Lessee shall be entitled to any refund of any Claims and such charges and penalties or interest thereon which have been paid by Lessee or paid by Lessor and for which Lessor has been fully reimbursedBorrower. In the event that Lessee fails to pay any Claims when due or to provide the security therefor as provided in this Section and diligently to prosecute any contest Borrower does not make, promptly following a determination of the sameamount of such claim, Lessor maydemand, upon ten levy or assessment due and owing by Borrower, any payment required to be made pursuant to clause (10vi) days’ advance Notice to Lesseeof the preceding sentence, an Event of Default shall have occurred, and Lessee’s failure Funding Lender may draw or realize upon any bond or other security delivered to correct the same within such ten (10) day period, pay such charges together Funding Lender in connection with any interest and penalties and the same shall be repayable by Lessee to Lessor as Additional Charges at the next Payment Date provided for in this Lease; provided, however, that should Lessor reasonably determine that the giving of such Notice would risk loss to the Leased Property or cause damage to Lessor, then Lessor shall give such Notice as is practical under the circumstances. Lessor reserves the right to contest any of the Claims at its expense not pursued by Lessee. Lessor and Lessee agree to cooperate in coordinating the contest of any Claimsby Borrower, in order to make such payment.

Permitted Contests. Lessee shall have the right The Mortgagor at its expense may contest, or cause to contest be contested, by appropriate legal proceedings conducted in good faith and with due diligence, the amount or validity or application, in whole or in part, of any Imposition to be paid by Lessee or any Imposition, Legal Requirement or Insurance Requirement or any lien of a mechanic, materialman, supplier or vendor, provided that, (a) in the case of an unpaid Imposition, lien, attachmentencumbrance or charge, levy, encumbrance, charge or claim (“Claims”) not otherwise permitted by Section 12.1, by appropriate legal proceedings in good faith and with due diligence (but this shall not be deemed or construed in any way to relieve, modify or extend Lessee’s covenants to pay or its covenants to cause to be paid any such charges at the time and in the manner as in this Section provided), on condition, however, that such legal proceedings shall not operate to relieve Lessee suspend the collection thereof from its obligations hereunder the Mortgagor, the Mortgagee, and the Collateral (including any rent or other income therefrom) and shall not cause materially interfere with the sale or risk the loss payment of any portion of such rent or income, (b) neither the Leased Property, Collateral nor any rent or other income therefrom nor any part thereof, thereof or cause Lessor or Lessee to interest therein would be in default under any mortgagematerial danger of being sold, deed forfeited, lost, impaired or interfered with, (c) in the case of trusta Legal Requirement, security deed neither the Mortgagor nor the Mortgagee would be in material danger of any civil or other agreement encumbering criminal liability for failure to comply therewith, (d) the Leased Property or any interest therein. Upon the request of Lessor, Lessee Mortgagor shall either (a) provide a bond or other assurance reasonably satisfactory to Lessor that all Claims which may be assessed against the Leased Property together with interest and penaltieshave furnished such security, if any, thereon will as may be paidrequired in the proceedings or as may be reasonably requested by the Mortgagee, or (be) deposit within the time otherwise required for payment with a bank or trust company as trustee upon terms reasonably satisfactory to Lessor, as security for the non-payment of such Claims, money in an amount sufficient to pay the same, together with interest and penalties in connection therewith, as to all Claims which may be assessed against or become a Claim on the Leased Property, whole or any part thereof, of any Imposition will not result in said legal proceedings. Lessee shall furnish Lessor and the delivery of a tax deed to the Collateral or any lender of Lessor with reasonable evidence part thereof because of such deposit within five non-payment, (5f) days of the same. Lessor agrees to join in any such proceedings if the same be required legally to prosecute such contest of the validity of such Claims; provided, however, that Lessor shall not thereby be subjected to any liability or loss for the payment of any costs or expenses in connection sums required to be paid with any proceedings brought by Lessee; and Lessee covenants respect to indemnify and save harmless Lessor from any such liabilities, losses, costs or expenses. Lessee shall be entitled to any refund of any Claims and such charges and penalties or interest thereon which have been paid by Lessee or paid by Lessor and for which Lessor has been fully reimbursed. In the event that Lessee fails to pay any Claims when due or to provide the security therefor as provided in this Section and diligently to prosecute any contest of the same, Lessor may, upon ten (10) days’ advance Notice to Lessee, and Lessee’s failure to correct the same within such ten (10) day period, pay such charges together with any interest and penalties and the same shall be repayable by Lessee to Lessor as Additional Charges at the next Payment Date provided for in this Lease; provided, however, that should Lessor reasonably determine that the giving of such Notice would risk loss to the Leased Property or cause damage to Lessor, then Lessor shall give such Notice as is practical under the circumstances. Lessor reserves the right to contest any of the Claims Fixed Asset Notes or under this Mortgage (other than any unpaid Imposition, lien, encumbrance or charge at its expense the time being contested in accordance with this Section 1.8) shall not pursued by Lessee. Lessor and Lessee agree to cooperate be interfered with or otherwise affected, (g) in coordinating the contest case of any ClaimsInsurance Requirement, the failure of the Mortgagor to comply therewith shall not affect the validity of any insurance required to be maintained by the Mortgagor under Section 2.1, and (h) that adequate reserves, determined in accordance with GAAP, shall have been set aside on the Mortgagor's books.

Permitted Contests. Lessee shall have Tenant or any Development Subtenant, upon prior written notice to Landlord, in its own or in Landlord’s name, at Tenant’s or Development Subtenant’s, as applicable, sole cost and expense, may contest, by appropriate legal proceedings conducted in good faith and with due diligence, the right to contest the amount amount, validity or validity application, in whole or in part, of any Imposition licensure or certification decision (including pursuant to be paid by Lessee or any Gaming Regulation), Imposition, Legal Requirement or Requirement, Insurance Requirement or any Requirement, lien, attachment, levy, encumbrance, charge or claim (“Claims”) not otherwise permitted by Section 12.1, by appropriate legal proceedings in good faith and with due diligence (but this shall not be deemed or construed in any way to relieve, modify or extend Lessee’s covenants to pay or its covenants to cause to be paid any such charges at the time and in the manner as in this Section provided), on condition, however, that such legal proceedings shall not operate to relieve Lessee from its obligations hereunder and shall not cause the sale or risk the loss of any portion of the Leased Property, or any part thereof, or cause Lessor or Lessee to be in default under any mortgage, deed of trust, security deed or other agreement encumbering the Leased Property or any interest therein. Upon the request of Lessor, Lessee shall either (a) provide a bond or other assurance reasonably satisfactory to Lessor that all Claims which may be assessed against the Leased Property together with interest and penalties, if any, thereon will be paid, or (b) deposit within the time otherwise required for payment with a bank or trust company as trustee upon terms reasonably satisfactory to Lessor, as security for the payment of such Claims, money in an amount sufficient to pay the same, together with interest and penalties in connection therewith, as to all Claims which may be assessed against or become a Claim on the Leased Property, or any part thereof, in said legal proceedings. Lessee shall furnish Lessor and any lender of Lessor with reasonable evidence of such deposit within five (5) days of the same. Lessor agrees to join in any such proceedings if the same be required legally to prosecute such contest of the validity of such Claimsclaim; provided, however, that Lessor (i) in the case of an unpaid Imposition, lien, attachment, levy, encumbrance, charge or claim, the commencement and continuation of such proceedings shall suspend the collection thereof from Landlord and from the Leased Property or any Capital Improvement thereto; (ii) neither the Leased Property or any Capital Improvement thereto, the Rent therefrom nor any part or interest in either thereof would be in any danger of being sold, forfeited, attached or lost pending the outcome of such proceedings; (iii) in the case of a Legal Requirement, neither Landlord nor Tenant would be in any danger of civil or criminal liability for failure to comply therewith pending the outcome of such proceedings; (iv) if any such contest shall involve a sum of money or potential loss in excess of Five Hundred Thousand Dollars ($500,000), upon request of Landlord, Tenant shall deliver to Landlord an opinion of counsel reasonably acceptable to Landlord to the effect set forth in clauses (i), (ii) and (iii) above, to the extent applicable (it being agreed that the matters set forth in clause (i) can be addressed by Txxxxx paying the contested amount prior to any such contest); (v) in the case of a Legal Requirement, Imposition, lien, encumbrance or charge, Tenant shall give such reasonable security as may be required by Landlord to prevent any sale or forfeiture of the Leased Property or any Capital Improvement thereto or the Rent by reason of such non-payment or noncompliance; (vi) in the case of an Insurance Requirement, the coverage required by Article XIII shall be maintained; (vii) Tenant shall keep Landlord reasonably informed as to the status of the proceedings; and (viii) if such contest be finally resolved against Landlord or Tenant, Tenant shall promptly pay the amount required to be paid, together with all interest and penalties accrued thereon, or comply with the applicable Legal Requirement or Insurance Requirement. Landlord, at Tenant’s sole cost and expense, shall execute and deliver to Tenant such authorizations and other documents as may reasonably be required in any such contest, and, if reasonably requested by Tenant or if Landlord so desires, Landlord shall join as a party therein, in each case, at Txxxxx’s sole cost and expense. The provisions of this Article XII shall not thereby be subjected construed to any liability or loss for permit Tenant to contest the payment of Rent or any costs other amount (other than Impositions or expenses Additional Charges which Tenant may from time to time be required to impound with Landlord) payable by Tenant to Landlord hereunder. Tenant shall indemnify, defend, protect and save Landlord harmless from and against any liability, claims, losses, damages, cost or expense of any kind that may be imposed upon Landlord in connection with any proceedings brought by Lessee; such contest and Lessee covenants any loss resulting therefrom, except in any instance where Landlord opted to indemnify join and save harmless Lessor from any joined as a party in the proceeding despite Txxxxx’s having sent written notice to Landlord of Txxxxx’s preference that Landlord not join in such liabilities, losses, costs or expenses. Lessee shall be entitled to any refund of any Claims and such charges and penalties or interest thereon which have been paid by Lessee or paid by Lessor and for which Lessor has been fully reimbursed. In the event that Lessee fails to pay any Claims when due or to provide the security therefor as provided in this Section and diligently to prosecute any contest of the same, Lessor may, upon ten (10) days’ advance Notice to Lessee, and Lessee’s failure to correct the same within such ten (10) day period, pay such charges together with any interest and penalties and the same shall be repayable by Lessee to Lessor as Additional Charges at the next Payment Date provided for in this Lease; provided, however, that should Lessor reasonably determine that the giving of such Notice would risk loss to the Leased Property or cause damage to Lessor, then Lessor shall give such Notice as is practical under the circumstances. Lessor reserves the right to contest any of the Claims at its expense not pursued by Lessee. Lessor and Lessee agree to cooperate in coordinating the contest of any Claimsproceeding.

Permitted Contests. Lessee shall have 13.1 Permitted Contests Other Than in Respect of Impositions. Except to the right to contest extent otherwise provided for in Section 13.2(g) of the amount Participation Agreement, Lessee, on its own or validity of any Imposition to be paid by Lessee or any Legal Requirement or Insurance Requirement or any lienon Lessor's behalf but at Lessee's sole cost and expense, attachment, levy, encumbrance, charge or claim (“Claims”) not otherwise permitted by Section 12.1may contest, by appropriate legal administrative or judicial or other proceedings or processes (such as settlement or mediation) conducted in good faith and with due diligence (but this shall not be deemed diligence, the amount, validity or construed application, in any way to relievewhole or in part, modify or extend Lessee’s covenants to pay or its covenants to cause to be paid any such charges at the time and in the manner as in this Section provided), on condition, however, that such legal proceedings shall not operate to relieve Lessee from its obligations hereunder and shall not cause the sale or risk the loss of any portion of the Leased PropertyLegal Requirement, or any part thereofLien, attachment, levy, encumbrance or cause Lessor or Lessee to be in default under any mortgage, deed of trust, security deed or other agreement encumbering the Leased Property encroachment or any interest therein. Upon Supplemental Rent that is payable to a third party (and not the request of LessorSecurityholders or any parties to the Operative Agreements), Lessee shall either and Lessor agrees not to pay, settle or otherwise compromise any such item, provided that (a) provide a bond or other assurance reasonably satisfactory to Lessor that all Claims which may be assessed the commencement and continuation of such proceedings shall suspend the collection from, and suspend the enforcement against the Leased Property together with interest applicable Equipment, Lessor, Trustee, the Indenture Trustee, the Trust Company, the Certificate Holders and penalties, if any, thereon will be paid, or the Securityholders; (b) deposit within there shall be no risk of the imposition of a Lien (other than a Permitted Exception) on any Unit and no part of any Unit nor any Rent would be in any danger of being sold, forfeited, lost or deferred; (c) at no time otherwise required for payment with during the permitted contest shall there be a bank risk of the imposition of criminal liability or trust company as trustee upon terms reasonably satisfactory to civil liability on Lessor, as security Trustee, the Indenture Trustee, Trust Company, any Certificate Holder or any Securityholder for failure to comply therewith; and (d) in the payment event that, at any time, there shall be a material risk of extending the application of such Claimsitem beyond the earlier of the Expiration Date, money in then Lessee shall deliver to Lessor an amount sufficient to pay the same, together with interest and penalties in connection therewith, Officer's Certificate certifying as to all Claims which the matters set forth in clauses (a), (b) and (c) of this Section 13. 1. Lessor, at Lessee's sole cost and expense, shall execute and deliver to Lessee such authorizations and other documents as may be assessed against or become a Claim on the Leased Property, or any part thereof, in said legal proceedings. Lessee shall furnish Lessor and any lender of Lessor with reasonable evidence of such deposit within five (5) days of the same. Lessor agrees to join in any such proceedings if the same reasonably be required legally to prosecute such contest of the validity of such Claims; provided, however, that Lessor shall not thereby be subjected to any liability or loss for the payment of any costs or expenses in connection with any proceedings brought such contest and, if reasonably requested by Lessee; , shall join as a party therein at Lessee's sole cost and Lessee covenants to indemnify and save harmless Lessor from any such liabilities, losses, costs or expenses. Lessee shall be entitled to any refund of any Claims and such charges and penalties or interest thereon which have been paid by Lessee or paid by Lessor and for which Lessor has been fully reimbursed. In the event that Lessee fails to pay any Claims when due or to provide the security therefor as provided in this Section and diligently to prosecute any contest of the same, Lessor may, upon ten (10) days’ advance Notice to Lessee, and Lessee’s failure to correct the same within such ten (10) day period, pay such charges together with any interest and penalties and the same shall be repayable by Lessee to Lessor as Additional Charges at the next Payment Date provided for in this Lease; provided, however, that should Lessor reasonably determine that the giving of such Notice would risk loss to the Leased Property or cause damage to Lessor, then Lessor shall give such Notice as is practical under the circumstances. Lessor reserves the right to contest any of the Claims at its expense not pursued by Lessee. Lessor and Lessee agree to cooperate in coordinating the contest of any Claimsexpense.

Permitted Contests. Lessee If no Event of Default shall be continuing, the ------------------ Company shall not be required, nor shall the Collateral Agent have the right right, without prior agreement of the Company, to discharge or remove, as the case may be, any Lien on or against the whole or any part of any Collateral or the Acquired Slots, the discharge or removal of which would otherwise be required by the terms of this Pledge Agreement, the Slot Trust or the Master Sub-License Agreement, or to comply with any legal requirements, compliance with which would otherwise be required by this Pledge Agreement, or to pay any charge or other amount the Company may be obligated to pay to any Person pursuant to this Pledge Agreement other than an indemnification payment to a Person entitled to such indemnification pursuant to the terms of Section 4.07 hereof, so long as the Company shall at its own expense contest the amount existence, amount, applicability, extent or validity of any Imposition to be paid by Lessee or any Legal Requirement or Insurance Requirement or any lien, attachment, levy, encumbrance, charge or claim (“Claims”) not otherwise permitted by Section 12.1, by appropriate legal proceedings thereof in good faith and with due diligence (but this shall not be deemed or construed in any way to relieveby an appropriate proceeding timely instituted, modify or extend Lessee’s covenants to pay or its covenants to cause to be paid any such charges at the time and which, in the manner as in this Section provided)case of any Lien so contested, on condition, however, that such legal proceedings shall not operate to relieve Lessee from its obligations hereunder and shall not cause prevent the collection or satisfaction of such Lien, and, in all cases in which the sale or risk the loss of any portion forfeiture of the Leased Property, whole or any part thereof, or cause Lessor or Lessee to be in default under any mortgage, deed of trust, security deed or other agreement encumbering the Leased Property or any interest therein. Upon the request of Lessor, Lessee shall either (a) provide a bond or other assurance reasonably satisfactory to Lessor that all Claims which may be assessed against the Leased Property together with interest and penalties, if any, thereon will be paid, or (b) deposit within the time otherwise required for payment with a bank or trust company as trustee upon terms reasonably satisfactory to Lessor, as security for the payment of such ClaimsCollateral or the Acquired Slots shall be at issue, money in an amount sufficient shall operate to pay the same, together with interest and penalties in connection therewith, as to all Claims which may be assessed against prevent such sale or become a Claim on the Leased Property, or any part thereof, in said legal proceedings. Lessee shall furnish Lessor and any lender of Lessor with reasonable evidence of such deposit within five (5) days of the same. Lessor agrees to join in any such proceedings if the same be required legally to prosecute such contest of the validity of such Claimsforfeiture; provided, however, that Lessor shall such proceeding presents no material danger of the sale, forfeiture or loss of any Collateral or Acquired Slot which has not thereby been provided for by the Company giving such security as may be subjected to required in the proceeding; and, provided, further, that nether the Collateral Agent, the Indenture Trustee nor the Slot Trustee (as fiduciaries or in their individual capacities) nor any holder of Securities would be in any danger of criminal liability, or any other liability or loss obligation for which no indemnification is provided hereunder, by reason of such nonpayment or noncompliance. The Collateral Agent hereby agrees to execute and deliver at the payment Company's expense such documents, including powers of any costs or expenses attorney, as the Company may reasonably request in connection with any proceedings brought by Lessee; and Lessee covenants order that the Company shall be enabled effectively to indemnify and save harmless Lessor from conduct any such liabilities, losses, costs or expenses. Lessee shall be entitled to any refund of any Claims and such charges and penalties or interest thereon which have been paid by Lessee or paid by Lessor and for which Lessor has been fully reimbursed. In the event that Lessee fails to pay any Claims when due or to provide the security therefor as provided in this Section and diligently to prosecute any contest of the same, Lessor may, upon ten (10) days’ advance Notice to Lessee, and Lessee’s failure to correct the same within such ten (10) day period, pay such charges together with any interest and penalties and the same shall be repayable by Lessee to Lessor as Additional Charges at the next Payment Date provided for in this Lease; provided, however, that should Lessor reasonably determine that the giving of such Notice would risk loss to the Leased Property or cause damage to Lessor, then Lessor shall give such Notice as is practical under the circumstances. Lessor reserves the right to contest any of the Claims at its expense not pursued by Lessee. Lessor and Lessee agree to cooperate in coordinating the contest of any Claimsproceeding.

Permitted Contests. Lessee Tenant shall have the right to contest the amount or validity of any Imposition to be paid by Lessee or any Legal Requirement or Requirement, Insurance Requirement or any lienRequirement, attachmentLien, levy, encumbranceImposition, charge or other claim (“collectively, "Claims”") not otherwise permitted by Section 12.1as to the Leased Property, by appropriate legal proceedings proceedings, conducted in good faith and with due diligence diligence, provided that (but this i) the foregoing shall not in no way be deemed construed as relieving, modifying or construed in any way to relieve, modify or extend Lessee’s covenants extending Tenant's obligation to pay or its covenants to cause to be paid any Claims as finally determined; (ii) such charges at the time and in the manner as in this Section provided), on condition, however, that such legal proceedings shall not operate to relieve Lessee from its obligations hereunder and contest shall not cause the sale or risk the loss of any portion of the Leased Property, or any part thereof, or cause Lessor or Lessee Landlord to be in default under any mortgage, deed Facility Mortgage; (iii) no part of trust, security deed or other agreement encumbering the Leased Property nor any Rent therefrom shall be in any immediate danger of sale, forfeiture, attachment or loss; and (iv) Tenant shall indemnify and hold harmless Landlord from and against any interest thereincost, claim, damage, penalty or reasonable expense, including reasonable attorneys' fees, incurred by Landlord in connection therewith or as a result thereof. Upon the request of LessorLandlord's request, Lessee Tenant shall either (ax) provide a bond bond, title indemnity, endorsement or other assurance reasonably satisfactory to Lessor Landlord that all Claims which may be assessed against the Leased Property Property, together with all interest and penaltiespenalties thereon, if any, thereon will be paid, or (by) deposit within the time otherwise required for payment with a bank the Escrow Agent or trust company as trustee upon terms another financial institution reasonably satisfactory acceptable to LessorLandlord, as security for the payment of such Claims, money in an amount sufficient to pay the same, together with interest and penalties in connection therewith, as to therewith and all Claims which may be assessed against or become a Claim on or with respect to the Leased Property, or any part thereof, in said legal proceedingsconnection with any such contest. Lessee Tenant shall furnish Lessor and any lender of Lessor Landlord with reasonable evidence of such deposit deposit, title indemnity, endorsement or other assurance within five (5) days of the sameBusiness Days after request therefor. Lessor Landlord agrees to join in any such proceedings if the same be required legally to prosecute such contest of the validity of such Claims; provided(and shall cooperate with Tenant's reasonable requests in connection therewith, howeverat Tenant's sole cost and expense), provided that Lessor Landlord shall not thereby be subjected to any liability or loss therefor (including, without limitation, for the payment of any costs or expenses in connection with any proceedings brought by Lessee; and Lessee covenants to indemnify and save harmless Lessor from any such liabilities, losses, costs or expensestherewith). Lessee Tenant shall be entitled to any refund of any Claims and such charges and penalties or interest thereon which have been paid by Lessee Tenant or paid by Lessor Landlord and for which Lessor Landlord has been fully reimbursedreimbursed by Tenant. In the event that Lessee fails If Tenant shall fail (A) to pay any Claims when due or promptly after such Claim is finally determined (with no further right of appeal), (B) to provide the security therefor as provided in this Section and diligently Paragraph 26, or (C) to prosecute any such contest of the samediligently and in good faith, Lessor Landlord may, upon ten (10) days’ advance reasonable Notice to Lessee, and Lessee’s failure to correct the same within such ten (10) day periodTenant, pay such charges charges, together with any interest and penalties due with respect thereto, and the same Tenant shall be repayable by Lessee to Lessor as Additional Charges at the next Payment Date provided for in this Lease; providedreimburse Landlord therefor, however, that should Lessor reasonably determine that the giving of such Notice would risk loss to the Leased Property or cause damage to Lessor, then Lessor shall give such Notice as is practical under the circumstances. Lessor reserves the right to contest any of the Claims at its expense not pursued by Lessee. Lessor and Lessee agree to cooperate in coordinating the contest of any Claimsupon demand.

Permitted Contests. Lessee Tenant shall have the right to contest the amount or validity of any Imposition to be paid by Lessee or any Legal Requirement or Insurance Requirement or any lien, attachment, levy, encumbrance, charge or claim (“Claims”) not otherwise permitted by Section 12.1, Applicable Law concerning the Property by appropriate legal proceedings proceedings, conducted in good faith and with due diligence diligence, provided that (but this a) the foregoing shall not in no way be deemed construed as relieving, modifying or construed in any way to relieve, modify or extend Lessee’s covenants extending Tenant's obligation to pay or its covenants to cause to be paid any Claims as finally determined, (b) such charges at the time and in the manner as in this Section provided), on condition, however, that such legal proceedings shall not operate to relieve Lessee from its obligations hereunder and contest shall not cause the sale Landlord or risk the loss of any portion of the Leased Property, or any part thereof, or cause Lessor or Lessee Tenant to be in default under any mortgage, mortgage or deed of trust, security deed or other agreement trust encumbering the Leased Property or any interest therein. Upon therein or result in or reasonably be expected to result in a lien attaching to the request Property, (c) no part of Lessorthe Property nor any Rent therefrom shall be in any immediate danger of sale, Lessee forfeiture, attachment or loss, (d) Tenant shall either (a) provide a bond indemnify and hold harmless Landlord from and against any cost, claim, damage, penalty or other assurance reasonably satisfactory to Lessor that all Claims which may be assessed against the Leased Property together with interest and penaltiesreasonable expense, if anyincluding reasonable attorneys' fees, thereon will be paid, or (b) deposit within the time otherwise required for payment with a bank or trust company as trustee upon terms reasonably satisfactory to Lessor, as security for the payment of such Claims, money in an amount sufficient to pay the same, together with interest and penalties incurred by Landlord in connection therewith, therewith or as a result thereof and (e) Landlord is not exposed to all Claims which may be assessed against any risk for criminal or become a Claim on the Leased Property, or any part thereof, in said legal proceedingscivil liability. Lessee shall furnish Lessor and any lender of Lessor with reasonable evidence of such deposit within five (5) days of the same. Lessor Landlord agrees to join in any such proceedings if the same be required legally to prosecute such contest of the validity of such Claims; providedcontest, however, provided that Lessor Landlord shall not thereby be subjected to any liability or loss therefor (including, without limitation, for the payment of any costs or expenses in connection with any proceedings brought by Lessee; and Lessee covenants to indemnify and save harmless Lessor from any such liabilities, losses, costs or expensestherewith). Lessee If Tenant shall be entitled to any refund of any Claims and such charges and penalties or interest thereon which have been paid by Lessee or paid by Lessor and for which Lessor has been fully reimbursed. In the event that Lessee fails fail (x) to pay or cause to be paid any Claims when due or finally determined, (y) to provide the reasonable security therefor as provided in this Section and diligently or (z) to prosecute or cause to be prosecuted any such contest of the samediligently and in good faith, Lessor Landlord may, upon ten reasonable notice to Tenant (10) days’ advance Notice to Lessee, and Lessee’s failure to correct the same within such ten (10) day period, pay such charges together with any interest and penalties and the same which notice shall not be repayable by Lessee to Lessor as Additional Charges at the next Payment Date provided for in this Lease; provided, however, that should Lessor required if Landlord shall reasonably determine that the giving of same is not practicable), pay such Notice would risk loss to the Leased Property or cause damage to Lessorcharges, then Lessor together with interest and penalties due with respect thereto, and Tenant shall give such Notice reimburse Landlord therefor, upon demand, as is practical under the circumstances. Lessor reserves the right to contest any of the Claims at its expense not pursued by Lessee. Lessor and Lessee agree to cooperate in coordinating the contest of any ClaimsAdditional Charges.

Permitted Contests. Lessee shall have Lessee, upon prior written notice to Lessor, on its own or in Lessor’s name, at Lessee’s expense, may contest, by appropriate legal proceedings conducted in good faith and with due diligence, the right to contest the amount amount, validity or validity application, in whole or in part, of any Imposition to be paid by Lessee licensure or any certification decision, Imposition, Legal Requirement or Requirement, Insurance Requirement or any Requirement, lien, attachment, levy, encumbrance, charge or claim (“Claims”) not otherwise permitted by Section 12.1, by appropriate legal proceedings in good faith and with due diligence (but this shall not be deemed or construed in any way to relieve, modify or extend Lessee’s covenants to pay or its covenants to cause to be paid any such charges at the time and in the manner as in this Section provided), on conditionclaim; subject, however, to the further requirement that (i) in the case of an unpaid Imposition, lien, attachment, levy, encumbrance, charge or claim, the commencement and continuation of such legal proceedings shall not operate to relieve Lessee suspend the collection thereof from its obligations hereunder Lessor and shall not cause the sale or risk the loss of any portion of the Leased Property, or any part thereof, or cause Lessor or Lessee to be in default under any mortgage, deed of trust, security deed or other agreement encumbering from the Leased Property or any Capital Additions; (ii) neither the Leased Property nor any Capital Additions, the Rent therefrom nor any part or interest therein. Upon in either thereof would be in any danger of being sold, forfeited, attached or lost pending the outcome of such proceedings; (iii) in the case of a Legal Requirement, neither Lessor nor Lessee would be in any danger of liability (other than the accrual of monetary penalties or fees during the pendency of such contest due to Lessee’s failure to pay any amounts that are the subject of such contest) for failure to comply therewith pending the outcome of such proceedings; (iv) if any such contest shall involve a sum of money or potential loss in excess of Fifty Thousand Dollars ($50,000), upon request of Lessor, Lessee shall either (a) provide a bond or other assurance reasonably satisfactory deliver to Lessor that all Claims which and its counsel an opinion of legal counsel reasonably acceptable to Lessor to the effect set forth in clauses (i), (ii) and (iii) above, to the extent applicable; (v) in the case of a Legal Requirement, Imposition, lien, encumbrance or charge, Lessee shall give such reasonable security as may be assessed against required by Lessor to insure ultimate payment of the same and to prevent any sale or forfeiture of the Leased Property together with interest or any Capital Additions or the Rent by reason of such nonpayment or noncompliance; and penalties(vi) in the case of an Insurance Requirement, if anythe coverage required by Article XIII shall be maintained. If any such contest is finally resolved against Lessor or Lessee, thereon will Lessee shall promptly pay the amount required to be paid, together with all interest and penalties accrued thereon, or (b) deposit within comply with the time otherwise required for payment with a bank applicable Legal Requirement or trust company as trustee upon terms reasonably satisfactory to Insurance Requirement. Lessor, at Lessee’s expense, shall execute and deliver to Lessee such authorizations and other documents as security for may reasonably be required in any such contest, and, if reasonably requested by Lessee or if Lessor so desires, Lessor shall join as a party therein. The provisions of this Article XII shall not be construed to permit Lessee to contest the payment of such Claims, money in an amount sufficient to pay the same, together with interest and penalties in connection therewith, as to all Claims which may be assessed against or become a Claim on the Leased Property, Rent or any part thereof, in said legal proceedingsother amount payable by Lessee to Lessor hereunder. Lessee shall furnish indemnify, defend, protect and save Lessor harmless from and against any lender of Lessor with reasonable evidence of such deposit within five (5) days of the same. Lessor agrees to join in any such proceedings if the same be required legally to prosecute such contest of the validity of such Claims; providedliability, however, that Lessor shall not thereby be subjected to any liability cost or loss for the payment expense of any costs or expenses kind that may be imposed upon Lessor in connection with any proceedings brought by Lessee; such contest and Lessee covenants to indemnify and save harmless Lessor from any such liabilities, losses, costs or expenses. Lessee shall be entitled to any refund of any Claims and such charges and penalties or interest thereon which have been paid by Lessee or paid by Lessor and for which Lessor has been fully reimbursed. In the event that Lessee fails to pay any Claims when due or to provide the security therefor as provided in this Section and diligently to prosecute any contest of the same, Lessor may, upon ten (10) days’ advance Notice to Lessee, and Lessee’s failure to correct the same within such ten (10) day period, pay such charges together with any interest and penalties and the same shall be repayable by Lessee to Lessor as Additional Charges at the next Payment Date provided for in this Lease; provided, however, that should Lessor reasonably determine that the giving of such Notice would risk loss to the Leased Property or cause damage to Lessor, then Lessor shall give such Notice as is practical under the circumstances. Lessor reserves the right to contest any of the Claims at its expense not pursued by Lessee. Lessor and Lessee agree to cooperate in coordinating the contest of any Claimsresulting therefrom.

Permitted Contests. Lessee shall have the right to contest the ------------------ amount or validity of any Imposition to be paid by Lessee or any Legal Requirement or Insurance Requirement to be satisfied by Lessee hereunder or any lien, attachment, levy, encumbrance, charge or claim (“any such Imposition, Legal Requirement, lien, attachment, levy, encumbrance, charge or claim herein referred to as "Claims”") ------ not otherwise permitted by Section 12.1Article XI, by appropriate legal proceedings in good ---------- faith and with due diligence (but this shall not be deemed or construed in any way to relieve, modify or extend Lessee’s 's covenants to pay or its covenants to cause to be paid any such charges at the time and in the manner as in this Section Article provided), on condition, however, that such legal proceedings shall not operate to relieve Lessee from its obligations hereunder and shall not cause the sale or risk the loss of any portion of the Leased Property, or any part thereof, or cause Lessor or Lessee to be in default under any mortgage, deed of trust, security deed or other agreement encumbering the Leased Property or any interest therein. Upon the request of Lessor, as security for the payment of such Claims, Lessee shall either (a) provide a bond or other assurance reasonably satisfactory to Lessor (and satisfactory to any Holder, if approval thereof is required by such Holder's Mortgage) that all Claims which may be assessed against the Leased Property together with interest and penalties, if any, thereon and legal fees anticipated to be incurred in connection therewith will be paid, or (b) deposit within the time otherwise required for payment with a bank or trust company designated by Lessor as trustee upon terms reasonably satisfactory to Lessor, as security for the payment of or with any Holder upon terms satisfactory to such ClaimsHolder, money in an amount sufficient to pay the same, together with interest and penalties thereon and legal fees anticipated to be incurred in connection therewith, as to all Claims which may be assessed against or become a Claim on the Leased Property, or any part thereof, in said legal proceedings. Lessee shall furnish Lessor and any lender of Lessor Holder with reasonable evidence of such deposit within five (5) days of the same. Lessor agrees to join in any such proceedings if the same be required to legally to prosecute such contest of the validity of such Claims; provided, however, that Lessor shall not thereby be subjected to any liability or loss for the payment of any costs or expenses in connection with any proceedings brought by Lessee; and Lessee covenants to indemnify and save harmless Lessor from any such liabilities, losses, costs or expenses. Lessee shall be entitled to any refund of any Claims and such charges and penalties or interest thereon which have been paid by Lessee or paid by Lessor and for which Lessor has been fully reimbursed. In the event that Lessee fails to pay any Claims when due or to provide the security therefor as provided in this Section paragraph and to diligently to prosecute any contest of the same, Lessor may, upon ten (10) days’ days advance Notice to Lessee, and Lessee’s failure to correct the same within such ten (10) day period, pay such charges together with any interest and penalties and the same shall be repayable by Lessee to Lessor as Additional Charges at the next Payment Date provided for in this Lease; provided. Provided, however, that should Lessor reasonably determine that the giving of such Notice would risk loss to the Leased Property or cause damage to Lessor, then Lessor shall only give such Notice as is practical under the circumstances. Lessor reserves the right to contest any of the Claims at its expense not pursued by Lessee. Lessor and Lessee agree to cooperate in coordinating the contest of any Claims.

Permitted Contests. Lessee Tenant shall have the right to contest the amount or validity of any Imposition to be paid by Lessee or Imposition, Legal Requirement, Insurance Requirement, Environmental Obligation, lien (excluding any Legal Requirement or Insurance Requirement or any lienLandlord Liens), attachment, levy, encumbrance, charge or claim (“collectively, "Claims”") not otherwise permitted by Section 12.1as to the Leased Property, by appropriate legal proceedings proceedings, conducted in good faith and with due diligence diligence, provided that (but this a) the foregoing shall not in no way be deemed construed as relieving, modifying or construed in any way to relieve, modify or extend Lessee’s covenants extending Tenant's obligation to pay or its covenants to cause any Claims required hereunder to be paid any by Tenant as finally determined, (b) such charges at the time and in the manner as in this Section provided), on condition, however, that such legal proceedings shall not operate to relieve Lessee from its obligations hereunder and contest shall not cause the sale Landlord or risk the loss of any portion of the Leased Property, or any part thereof, or cause Lessor or Lessee Tenant to be in default under any mortgage, deed of trust, security deed trust or other agreement encumbering the Leased Property or any interest therein. Upon the request part thereof (Landlord agreeing that any such mortgage, deed of Lessor, Lessee shall either (a) provide a bond trust or other assurance reasonably satisfactory agreement shall permit Tenant to Lessor that all Claims which may be assessed against exercise the Leased Property together with rights granted pursuant to this Article VIII) or any interest and penalties, if any, thereon will be paid, therein or (b) deposit within the time otherwise required for payment with result in a bank or trust company as trustee upon terms reasonably satisfactory lien attaching to Lessor, as security for the payment of such Claims, money in an amount sufficient to pay the same, together with interest and penalties in connection therewith, as to all Claims which may be assessed against or become a Claim on the Leased Property, unless such lien is fully bonded or any is otherwise secured to the reasonable satisfaction of Landlord, and (c) no part thereof, in said legal proceedings. Lessee shall furnish Lessor and any lender of Lessor with reasonable evidence of such deposit within five (5) days of the sameLeased Property nor any Rent therefrom shall be in any immediate danger of sale, forfeiture, attachment or loss, and (d) Tenant hereby indemnifies and holds harmless Landlord from and against any cost, claim, damage, penalty or reasonable expense, including reasonable attorneys' fees and paralegals' fees, incurred by Landlord in connection therewith or as a result thereof. Lessor Landlord agrees to join in any such proceedings if the same be required legally to prosecute such contest of the validity of such Claims; providedcontest, however, provided that Lessor Landlord shall not thereby be subjected to any liability or loss therefor (including, without limitation, for the payment of any costs or expenses in connection therewith) unless Tenant agrees to assume and indemnify Landlord with any proceedings brought by Lessee; and Lessee covenants respect to indemnify and save harmless Lessor from any such liabilities, losses, costs or expensesthe same. Lessee Tenant shall be entitled to any refund of any Claims and such charges and penalties or interest thereon which have been paid by Lessee Tenant or paid by Lessor and for which Lessor Landlord to the extent that Landlord has been fully reimbursedreimbursed by Tenant. In the event that Lessee fails If Tenant shall fail (x) to pay or cause to be paid any Claims when due or finally determined, (y) to provide the reasonable security therefor as provided in this Section and diligently therefor, or (z) to prosecute or cause to be prosecuted any such contest of the samediligently and in good faith, Lessor Landlord may, upon ten (10) days’ advance Notice to Lessee, and Lessee’s failure to correct the same within such ten (10) day periodTenant, pay such charges charges, together with any interest and penalties due with respect thereto, and the same Tenant shall be repayable by Lessee to Lessor reimburse Landlord therefor, upon demand, as Additional Charges at the next Payment Date provided for in this Lease; provided, however, that should Lessor reasonably determine that the giving of such Notice would risk loss to the Leased Property or cause damage to Lessor, then Lessor shall give such Notice as is practical under the circumstances. Lessor reserves the right to contest any of the Claims at its expense not pursued by Lessee. Lessor and Lessee agree to cooperate in coordinating the contest of any ClaimsCharges.

Permitted Contests. Lessee Mortgagor shall have not be required to pay any of the right Property Assessments, or to comply with any Law, so long as Mortgagor shall in good faith, and at its cost and expense, contest the amount or validity of any Imposition to be paid by Lessee thereof, or any Legal Requirement or Insurance Requirement or any lientake other appropriate action with respect thereto, attachment, levy, encumbrance, charge or claim (“Claims”) not otherwise permitted by Section 12.1, by appropriate legal proceedings in good faith and with due diligence (but this shall not be deemed in an appropriate manner or construed in any way to relieve, modify or extend Lessee’s covenants to pay or its covenants to cause to be paid any such charges at the time and in the manner as in this Section provided), on condition, however, by appropriate proceedings; provided that such legal proceedings shall not operate to relieve Lessee from its obligations hereunder and shall not cause the sale or risk the loss of any portion of the Leased Property, or any part thereof, or cause Lessor or Lessee to be in default under any mortgage, deed of trust, security deed or other agreement encumbering the Leased Property or any interest therein. Upon the request of Lessor, Lessee shall either (a) provide a bond such proceedings operate to prevent the collection of, or other assurance reasonably satisfactory to Lessor that all Claims which may be assessed against realization upon, such Property Assessments or enforcement of the Leased Property together with interest and penaltiesLaw so contested, if any, thereon will be paid, or (b) deposit within there will be no sale, forfeiture or loss of the time otherwise required for payment with Property during the contest, (c) neither Mortgagee nor any Lenders is subjected to any Claim as a bank or trust company as trustee upon terms reasonably result of such contest, and (d) Mortgagor provides assurances satisfactory to LessorMortgagee (including the establishment of an appropriate reserve account with Mortgagee) of its ability to pay such Property Assessments or comply with such Law in the event Mortgagor is unsuccessful in its contest. Each such contest shall be promptly prosecuted to final conclusion or settlement, as security for and Mortgagor shall indemnify and save Mortgagee and each Lender harmless against all Claims in connection therewith. WITHOUT LIMITATION, THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PERSON WITH RESPECT TO MATTERS WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF, OR ARE CLAIMED TO BE CAUSED BY OR ARISE OUT OF, THE NEGLIGENCE (WHETHER SOLE, COMPARATIVE OR CONTRIBUTORY) OR STRICT LIABILITY OF SUCH (AND/OR ANY OTHER) INDEMNIFIED PERSON. HOWEVER, SUCH INDEMNITIES SHALL NOT APPLY TO A PARTICULAR INDEMNIFIED PERSON TO THE EXTENT THAT THE SUBJECT OF THE INDEMNIFICATION IS CAUSED BY OR ARISES OUT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THAT INDEMNIFIED PERSON. Promptly after the payment settlement or conclusion of such Claimscontest or action, money in an amount sufficient Mortgagor shall comply with such Law and/or pay and discharge the amounts which shall be levied, assessed or imposed or determined to pay the samebe payable, together with interest all penalties, fines, interests, costs and penalties expenses in connection therewith, as to all Claims which may be assessed against or become a Claim on the Leased Property, or any part thereof, in said legal proceedings. Lessee shall furnish Lessor and any lender of Lessor with reasonable evidence of such deposit within five (5) days of the same. Lessor agrees to join in any such proceedings if the same be required legally to prosecute such contest of the validity of such Claims; provided, however, that Lessor shall not thereby be subjected to any liability or loss for the payment of any costs or expenses in connection with any proceedings brought by Lessee; and Lessee covenants to indemnify and save harmless Lessor from any such liabilities, losses, costs or expenses. Lessee shall be entitled to any refund of any Claims and such charges and penalties or interest thereon which have been paid by Lessee or paid by Lessor and for which Lessor has been fully reimbursed. In the event that Lessee fails to pay any Claims when due or to provide the security therefor as provided in this Section and diligently to prosecute any contest of the same, Lessor may, upon ten (10) days’ advance Notice to Lessee, and Lessee’s failure to correct the same within such ten (10) day period, pay such charges together with any interest and penalties and the same shall be repayable by Lessee to Lessor as Additional Charges at the next Payment Date provided for in this Lease; provided, however, that should Lessor reasonably determine that the giving of such Notice would risk loss to the Leased Property or cause damage to Lessor, then Lessor shall give such Notice as is practical under the circumstances. Lessor reserves the right to contest any of the Claims at its expense not pursued by Lessee. Lessor and Lessee agree to cooperate in coordinating the contest of any Claims.

Permitted Contests. Lessee Notwithstanding anything to the contrary contained in this Borrower Loan Agreement, Borrower shall have the right to contest the amount or validity object in good faith to any claim, demand, levy or assessment (other than in respect of Debt or Contractual Obligations of Borrower under any Imposition to be paid by Lessee Borrower Loan Document or any Legal Requirement or Insurance Requirement or any lien, attachment, levy, encumbrance, charge or claim (“Claims”Related Document) not otherwise permitted by Section 12.1, by appropriate legal proceedings in good faith and with due diligence (that are not prejudicial to Funding Lender’s rights, but this shall not be deemed or construed as in any way relieving, modifying or providing any extension of time with respect to relieve, modify or extend LesseeBorrower’s covenants covenant to pay or its covenants to cause to be paid and comply with any such charges at claim, demand, levy or assessment, unless Borrower shall have given prior Written Notice to the time Funding Lender of Borrower’s intent to so contest or object thereto, and unless (i) Borrower has, in the manner as in this Section provided)Funding Lender’s judgment, on conditiona reasonable basis for such contest, however(ii) Borrower pays when due any portion of the claim, demand, levy or assessment to which Xxxxxxxx does not object, (iii) Borrower demonstrates to Funding Lender’s satisfaction that such legal proceedings shall not conclusively operate to relieve Lessee from its obligations hereunder and shall not cause the sale prevent enforcement prior to final determination of such proceedings, (iv) Borrower furnishes such bond, surety, undertaking or risk the loss of any portion of the Leased Propertyother security in connection therewith as required by law, or any part thereofas requested by and satisfactory to Funding Lender, or cause Lessor or Lessee to be in default under any mortgagestay such proceeding, deed of trustwhich bond, security deed surety, undertaking or other agreement encumbering the Leased Property security shall be issued by a bonding company, insurer or any interest therein. Upon the request of Lessor, Lessee shall either (a) provide a bond or other assurance surety company reasonably satisfactory to Lessor that all Claims which may Funding Lender and shall be assessed sufficient to cause the claim, demand, levy or assessment to be insured against by the Title Company or removed as a lien against the Leased Property together Project, (v) Borrower at all times prosecutes the contest with interest due diligence, and penalties(vi) Borrower pays, if any, thereon will be paid, or (b) deposit within promptly following a determination of the time otherwise required for payment with a bank or trust company as trustee upon terms reasonably satisfactory to Lessor, as security for the payment amount of such Claimsclaim, money in an demand, levy or assessment due and owing by Xxxxxxxx, the amount sufficient so determined to pay the same, together with interest be due and penalties in connection therewith, as to all Claims which may be assessed against or become a Claim on the Leased Property, or any part thereof, in said legal proceedings. Lessee shall furnish Lessor and any lender of Lessor with reasonable evidence of such deposit within five (5) days of the same. Lessor agrees to join in any such proceedings if the same be required legally to prosecute such contest of the validity of such Claims; provided, however, that Lessor shall not thereby be subjected to any liability or loss for the payment of any costs or expenses in connection with any proceedings brought owing by Lessee; and Lessee covenants to indemnify and save harmless Lessor from any such liabilities, losses, costs or expenses. Lessee shall be entitled to any refund of any Claims and such charges and penalties or interest thereon which have been paid by Lessee or paid by Lessor and for which Lessor has been fully reimbursedXxxxxxxx. In the event that Lessee fails to pay any Claims when due or to provide the security therefor as provided in this Section and diligently to prosecute any contest Xxxxxxxx does not make, promptly following a determination of the sameamount of such claim, Lessor maydemand, upon ten levy or assessment due and owing by Borrower, any payment required to be made pursuant to clause (10vi) days’ advance Notice to Lesseeof the preceding sentence, an Event of Default shall have occurred, and Lessee’s failure Funding Lender may draw or realize upon any bond or other security delivered to correct the same within such ten (10) day period, pay such charges together Funding Lender in connection with any interest and penalties and the same shall be repayable by Lessee to Lessor as Additional Charges at the next Payment Date provided for in this Lease; provided, however, that should Lessor reasonably determine that the giving of such Notice would risk loss to the Leased Property or cause damage to Lessor, then Lessor shall give such Notice as is practical under the circumstances. Lessor reserves the right to contest any of the Claims at its expense not pursued by Lessee. Lessor and Lessee agree to cooperate in coordinating the contest of any Claimsby Xxxxxxxx, in order to make such payment.

Permitted Contests. Lessee Manager shall have the right to contest the amount or validity of any Imposition to be paid by Lessee or any Imposition, Legal Requirement or Requirement, Insurance Requirement or any Requirement, lien, attachment, levy, encumbrance, charge or claim (collectively, “Claims”) not otherwise permitted by Section 12.1as to any Hotel, by appropriate legal proceedings proceedings, conducted in good faith and with due diligence diligence, provided that (but this shall not be deemed or construed in any way to relieve, modify or extend Lessee’s covenants to pay or its covenants to cause to be paid any a) such charges at the time and in the manner as in this Section provided), on condition, however, that such legal proceedings shall not operate to relieve Lessee from its obligations hereunder and contest shall not cause the sale applicable Landlord or risk the loss of any portion of the Leased Property, or any part thereof, or cause Lessor or Lessee Owner to be in default under any mortgageMortgage or reasonably be expected to result in a lien attaching to such Hotel, deed unless such lien is fully bonded or otherwise secured to the reasonable satisfaction of trustsuch Landlord, security deed or other agreement encumbering the Leased Property or any interest therein. Upon the request of Lessor, Lessee shall either (a) provide a bond or other assurance reasonably satisfactory to Lessor that all Claims which may be assessed against the Leased Property together with interest and penalties, if any, thereon will be paid, or (b) deposit within the time otherwise required for payment with a bank or trust company as trustee upon terms reasonably satisfactory to Lessor, as security for the payment no part of such ClaimsHotel nor any Gross Revenues therefrom shall be in any immediate danger of sale, money in an amount sufficient to pay forfeiture, attachment or loss, and (c) Manager shall indemnify and hold harmless the sameapplicable Owner and Landlord from and against any cost, together with interest and penalties claim, damage, penalty or reasonable expense, including reasonable attorneys’ fees, incurred by such Owner or Landlord in connection therewiththerewith or as a result thereof. The applicable Owner and Landlord shall sign all required applications and otherwise cooperate with Manager in expediting the matter, as to all Claims which may be assessed against provided that no Owner or become a Claim on the Leased Property, or any part thereof, in said legal proceedings. Lessee Landlord shall furnish Lessor and any lender of Lessor with reasonable evidence of such deposit within five (5) days of the same. Lessor agrees to join in any such proceedings if the same be required legally to prosecute such contest of the validity of such Claims; provided, however, that Lessor shall not thereby be subjected to any liability or loss therefor (including, without limitation, for the payment of any costs or expenses in connection with any proceedings brought by Lessee; therewith), and Lessee covenants to indemnify and save harmless Lessor from any such liabilities, losses, costs or expenses. Lessee expenses incurred in connection therewith shall be entitled paid as a Deduction. Each Landlord shall agree to join in any such proceedings if required legally to prosecute such contest, provided that such Landlord shall not thereby be subjected to any liability therefor (including, without limitation, for the payment of any costs or expenses in connection therewith) and Manager agrees by agreement in form and substance reasonably satisfactory to such Landlord, to assume and indemnify such Landlord. Any amounts paid under any such indemnity of Manager to any Owner or Landlord shall be a Deduction. Any refund of any Claims and such charges and penalties or interest thereon which have been paid by Lessee or paid by Lessor and for which Lessor has been fully reimbursed. In the event that Lessee fails to pay any Claims when due or to provide the security therefor as provided in this Section and diligently to prosecute any contest of the same, Lessor may, upon ten (10) days’ advance Notice to Lessee, and Lessee’s failure to correct the same within such ten (10) day period, pay such charges together with any interest and penalties and the same shall be repayable by Lessee paid to Lessor as Additional Charges at Manager and included in Gross Revenues for the next Payment Date provided for in this Lease; provided, however, that should Lessor reasonably determine that the giving of such Notice would risk loss to the Leased Property or cause damage to Lessor, then Lessor shall give such Notice as is practical under the circumstances. Lessor reserves the right to contest any of the Claims at its expense not pursued by Lessee. Lessor and Lessee agree to cooperate in coordinating the contest of any Claimsapplicable Hotel.

Permitted Contests. Lessee shall have the right to contest the amount ------------------- or validity of any Imposition to be paid by Lessee or any Legal Requirement or Insurance Requirement or any lien, attachment, levy, encumbrance, charge or claim (“"Claims”") not otherwise permitted by Section 12.1, by appropriate legal proceedings in good faith and with due diligence (but this shall not be deemed or construed in any way to relieve, modify or extend Lessee’s 's covenants to pay or its covenants to cause to be paid any such charges at the time and in the manner as in this Section provided), on condition, however, that such legal proceedings shall not operate to relieve Lessee from its obligations hereunder and shall not cause the sale or risk the loss of any portion of the Leased Property, or any part thereof, or cause Lessor or Lessee to be in default under any mortgage, deed of trust, security deed or other agreement encumbering the Leased Property or any interest therein. Upon the request of Lessor, Lessee shall either (a) provide a bond or other assurance reasonably satisfactory to Lessor that all Claims which may be assessed against the Leased Property together with interest and penalties, if any, thereon will be paid, or (b) deposit within the time otherwise required for payment with a bank or trust company as trustee upon terms reasonably satisfactory to Lessor, as security for the payment of such Claims, money in an amount sufficient to pay the same, together with interest and penalties in connection therewith, as to all Claims which may be assessed against or become a Claim on the Leased Property, or any part thereof, in said legal proceedings. Lessee shall furnish Lessor and any lender of Lessor with reasonable evidence of such deposit within five (5) days of the same. Lessor agrees to join in any such proceedings if the same be required legally to prosecute such contest of the validity of such Claims; provided, however, that Lessor shall not thereby be subjected to any liability or loss for the payment of any costs or expenses in connection with any proceedings brought by Lessee; and Lessee covenants to indemnify and save harmless Lessor from any such liabilities, losses, costs or expenses. Lessee shall be entitled to any refund of any Claims and such charges and penalties or interest thereon which have been paid by Lessee or paid by Lessor and for which Lessor has been fully reimbursed. In the event that Lessee fails to pay any Claims when due or to provide the security therefor as provided in this Section and diligently to prosecute any contest of the same, Lessor may, upon ten (10) days’ ' advance Notice to Lessee, and Lessee’s 's failure to correct the same within such ten (10) day period, pay such charges together with any interest and penalties and the same shall be repayable by Lessee to Lessor as Additional Charges at the next Payment Date provided for in this Lease; provided, however, that should Lessor reasonably determine that the giving of such Notice would risk loss to the Leased Property or cause damage to Lessor, then Lessor shall give such Notice as is practical under the circumstances. Lessor reserves the right to contest any of the Claims at its expense not pursued by Lessee. Lessor and Lessee agree to cooperate in coordinating the contest of any Claims.

Permitted Contests. Lessee shall have the right to contest the amount or validity of any Imposition to be paid by Lessee or any Legal Requirement or Insurance Requirement or any lien, attachment, levy, encumbrance, charge or claim (“"Claims”") not otherwise permitted by Section 12.1Article XI, by appropriate legal proceedings in good faith and with due diligence (but this shall not be deemed or construed in any way to relieve, modify or extend Lessee’s 's covenants to pay or its covenants to cause to be paid any such charges at the time and in the manner as in this Section Article provided), on condition, however, that such legal proceedings shall not operate to relieve Lessee from its obligations hereunder and shall not cause the sale or risk the loss of any portion of the Leased Property, or any part thereof, or cause Lessor or Lessee to be in default under any mortgage, deed of trust, security deed or other agreement encumbering the Leased Property or any interest therein. Upon the request of Lessor, Lessee shall either (a) provide a bond or other assurance reasonably satisfactory to Lessor that all Claims which may be assessed against the Leased Property together with interest and penalties, if any, thereon will be paid, or (b) deposit within the time otherwise required for payment with a bank or trust company as trustee upon terms reasonably satisfactory to Lessor, as security for the payment of such Claims, money in an amount sufficient to pay the same, together with interest and penalties in connection therewith, as to all Claims which may be assessed against or become a Claim on the Leased Property, or any part thereof, in said legal proceedings. Lessee shall furnish Lessor and any lender of Lessor with reasonable evidence of such deposit within five (5) days of the same. Lessor agrees to join in any such proceedings at Lessee's expense if the same be required to legally to prosecute such contest of the validity of such Claims; provided, however, that Lessor shall not thereby be subjected to any liability or loss for the payment of any costs or expenses in connection with any proceedings brought by Lessee; and Lessee covenants to indemnify and save harmless Lessor from any such liabilities, losses, costs or expenses. Lessee shall be entitled to any refund of any Claims and such charges and penalties or interest thereon which have been paid by Lessee or paid by Lessor and for which Lessor has been fully reimbursed. In the event that Lessee fails to pay any Claims when due or to provide the security therefor as provided in this Section paragraph and to diligently to prosecute any contest of the same, Lessor may, upon ten (10) days’ days advance Notice to Lessee, and Lessee’s failure to correct the same within such ten (10) day period, pay such charges together with any interest and penalties and the same shall be repayable by Lessee to Lessor as Additional Charges at the next Payment Date provided for in this Lease; provided. Provided, however, that should Lessor reasonably determine that the giving of such Notice would risk loss to the Leased Property or cause damage to Lessor, then Lessor shall give such Notice as is practical under the circumstances. Lessor reserves the right to contest any of the Claims at its expense not pursued by Lessee. Lessor and Lessee agree to cooperate in coordinating the contest of any Claimsclaims.

Permitted Contests. Lessee shall have the right to Tenant, at its expense, may contest the amount or validity of any Imposition to be paid by Lessee or any Legal Requirement or Insurance Requirement or any lien, attachment, levy, encumbrance, charge or claim (“Claims”) not otherwise permitted by Section 12.1, by appropriate legal proceedings conducted in good faith and with due diligence the amount, validity or application, in whole or in part, of any Tax or Charge referred to in Sections 5.01 and 5.02 hereof or any Lien referred to in Section 7.02 hereof; provided that (but a) Tenant shall give Landlord prior written notice of such contest, (b) Tenant shall first make all contested payments (under protest if it desires) unless such proceeding shall suspend the collection thereof from Landlord and Tenant and from Rent under this Lease or from the Premises (meaning that the payment obligation, and the other party's right to collect, such Tax or Charge is held in abeyance, and cannot be enforced, pending the final resolution of such contest or proceeding and during the pendency thereof), (c) no part of the Premises or any interest therein or the Rent under this Lease shall be subjected thereby to sale, forfeiture, foreclosure or interference (and, as used herein, "subjected to" means that the entity or authority imposing such Tax or Charge would have any right, which is not stayed during the pendency of such proceeding, to do any of the foregoing) pending the final unappealable resolution of such contest or proceeding and during the pendency thereof, (d) pending the final unappealable resolution of such contest or proceeding and during the pendency thereof, Landlord shall not be deemed subject to any civil or construed in criminal liability for failure to comply with any way to relieve, modify or extend Lessee’s covenants to pay or its covenants to cause to be paid any such charges at governmental regulation and the time and in the manner as in this Section provided), on condition, however, that such legal proceedings Premises shall not operate be subject to relieve Lessee from its obligations hereunder and shall not cause the sale or risk the loss imposition of any portion of the Leased Property, or any part thereof, or cause Lessor or Lessee to be in default under any mortgage, deed of trust, security deed or other agreement encumbering the Leased Property or any interest therein. Upon the request of Lessor, Lessee shall either (a) provide Lien as a bond or other assurance reasonably satisfactory to Lessor that all Claims which may be assessed against the Leased Property together with interest and penalties, if any, thereon will be paid, or (b) deposit within the time otherwise required for payment with a bank or trust company as trustee upon terms reasonably satisfactory to Lessor, as security for the payment result of such Claimsfailure other than the lien then being contested. Tenant agrees that it shall indemnify, money in an amount sufficient to pay the samedefend, together with interest and penalties in connection therewithsave Landlord harmless from and against, as to any and all Claims which may be assessed against or become a Claim on the Leased Propertylosses, or any part thereofjudgments, in said legal proceedings. Lessee shall furnish Lessor decrees and any lender of Lessor with costs (including all reasonable evidence of such deposit within five (5attorneys' fees and expenses) days of the same. Lessor agrees to join in any such proceedings if the same be required legally to prosecute such contest of the validity of such Claims; provided, however, that Lessor shall not thereby be subjected to any liability or loss for the payment of any costs or expenses in connection with any proceedings brought by Lessee; Permitted Contest and Lessee covenants that, promptly after the final determination of every Permitted Contest, Tenant shall fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to indemnify and save harmless Lessor from any such liabilitiesbe payable therein, lossestogether with all penalties, fines, interests, costs or expenses. Lessee shall be entitled to and expenses resulting therefrom and will promptly comply with any refund regulation of any Claims governmental body or agency having jurisdiction under which compliance is required. Without diminishing any of Tenant's obligations set forth above, Landlord agrees to cooperate, at the sole cost and such charges and penalties or interest thereon which have been paid by Lessee or paid by Lessor and for which Lessor has been fully reimbursed. In the event that Lessee fails to pay any Claims when due or to provide the security therefor as provided expense of Tenant, with Tenant in this Section and diligently to prosecute any contest of the same, Lessor may, upon ten (10) days’ advance Notice to Lessee, and Lessee’s failure to correct the same within such ten (10) day period, pay such charges together connection with any interest Permitted Contests, in a manner which is reasonably acceptable to Landlord and penalties and is reasonably consistent with the same shall be repayable by Lessee to Lessor as Additional Charges at the next Payment Date provided for interests of Landlord in this Lease; provided, however, that should Lessor reasonably determine that the giving of such Notice would risk loss to the Leased Property or cause damage to Lessor, then Lessor shall give such Notice as is practical under the circumstances. Lessor reserves the right to contest any of the Claims at its expense not pursued by Lessee. Lessor and Lessee agree to cooperate in coordinating the contest of any ClaimsLandlord's sole discretion.

Permitted Contests. Lessee shall have the right Lessee, at Lessee’s expense, after prior written notice to contest the amount or validity of any Imposition to be paid by Lessee or any Legal Requirement or Insurance Requirement or any lienLessor, attachment, levy, encumbrance, charge or claim (“Claims”) not otherwise permitted by Section 12.1may contest, by appropriate legal proceedings conducted in good faith and with due diligence (but this diligence, the amount or validity or application, in whole or in part, of any Imposition or any Legal Requirement, or the application of any instrument of record referred to in Article 9 hereof, provided that: Lessee shall first make all contested payments, under protest if Lessee desires, unless such proceedings shall suspend the collection thereof from Lessor, from any Rent and from the Demised Premises; neither the Demised Premises, nor any part thereof or interest therein, nor any Rent would be in any danger of being sold, forfeited, lost or interfered with; in the case of a Legal Requirement, Lessor would not be deemed or construed in any way danger of any additional civil or criminal liability for failure to relievecomply therewith and the Demised Premises would not be subject to the imposition of any lien as a result of such failure; and Lessee shall have furnished such security, modify if any, as may be reasonably requested by Lessor. Prior to any Imposition being contested becoming due, and from time to time thereafter until payment thereof shall be made or extend Lessee’s covenants to pay or its covenants to cause shall be determined not to be paid any such charges at payable by the time and in the manner as in this Section provided), on condition, however, that such legal proceedings shall not operate to relieve Lessee from its obligations hereunder and shall not cause the sale or risk the loss of any portion of the Leased Property, or any part thereof, or cause Lessor or Lessee to be in default under any mortgage, deed of trust, security deed or other agreement encumbering the Leased Property or any interest therein. Upon the request of Lessorappropriate body having jurisdiction, Lessee shall either (a) provide a bond deposit and maintain with Lessor an amount of money, or other assurance reasonably security satisfactory to Lessor that all Claims Lessor, sufficient to pay the items so contested or intended to be contested together with the interest and penalties thereon which may accrue during such contest, which amount shall be assessed against held by Lessor and may be applied by Lessor to the Leased Property together with payment of such items, interest and penalties, if anywhen finally fixed and determined. If the amount deposited with Lessor shall exceed the amount of such items, thereon will and any interest and penalties, any excess remaining in Lessor’s hands after the payment thereof shall be paidreturned to Lessee. At any time, prior to or during any such contest, Lessor, after written notice to Lessee, may pay and apply said money, or (b) deposit within the time otherwise required for payment with a bank or trust company so much thereof as trustee upon terms reasonably satisfactory to Lessor, as security for the payment of such Claims, money in an amount sufficient to pay the same, together with interest and penalties in connection therewith, as to all Claims which may be assessed against or become a Claim on the Leased Propertyrequired, or any part thereof, in said legal proceedings. Lessee shall furnish Lessor and any lender of Lessor with reasonable evidence of such deposit within five (5) days of the same. Lessor agrees to join in any such proceedings if the same be required legally to prosecute such contest of the validity of such Claims; provided, however, that Lessor shall not thereby be subjected to any liability or loss for the payment of any costs Impositions, interest and penalties which, in Lessor’s judgment, should be paid to prevent the sale of the Demised Premises or expenses in connection with any proceedings brought part thereof or of the lien created thereby, or to prevent the commencement of any action of foreclosure or otherwise, by Lessee; and Lessee covenants to indemnify and save harmless Lessor from the holder of any such liabilities, losses, costs or expenseslien. Lessee To the extent that the amount of money so deposited with Lessor shall be entitled insufficient fully to satisfy and discharge any refund of any Claims such Imposition, and such charges interest and penalties or interest thereon which have been paid by Lessee or thereon, Lessor may pay the same and the deficiency so paid by Lessor and for which Lessor has been fully reimbursed. In the event that Lessee fails to pay any Claims when due or to provide the security therefor as provided in this Section and diligently to prosecute any contest of the same, Lessor may, upon ten (10) days’ advance Notice to Lessee, and Lessee’s failure to correct the same within such ten (10) day period, pay such charges together with any interest and penalties and the same shall be repayable and become immediately due and payable by Lessee to Lessor as Additional Charges at the next Payment Date provided for in this Lease; provided, however, that should Lessor reasonably determine that the giving of such Notice would risk loss to the Leased Property or cause damage to Lessor, then Lessor shall give such Notice as is practical under the circumstances. Lessor reserves the right to contest any of the Claims at its expense not pursued by Lessee. Lessor and Lessee agree to cooperate in coordinating the contest of any Claims.

Permitted Contests. Lessee shall have the right After prior written notice to contest the amount or validity of any Imposition to be paid by Lessee or any Legal Requirement or Insurance Requirement or any lienMortgagee, attachment, levy, encumbrance, charge or claim (“Claims”) not otherwise permitted by Section 12.1Mortgagor may contest, by appropriate legal or other proceedings conducted in good faith and with due diligence diligence, the amount, validity or application, in whole or in part, of any lien, levy, tax or assessment, or any lien of any laborer, mechanic, materialman, supplier or vendor, or the application to Mortgagor or the Property of any law or the validity thereof (but this shall not be deemed each a “Contested Matter”), the assertion or construed in any way to relieveimposition of which, modify or extend Lessee’s covenants the failure to pay or its covenants when due, would constitute a Default; provided that (a) Mortgagor pursues the contest diligently, in a manner which Mortgagee determines is not prejudicial to cause to be paid any such charges at Mortgagee, and does not impair the time and in lien of this Mortgage; (b) the manner as in this Section provided), on condition, however, that such legal proceedings shall not operate to relieve Lessee from its obligations hereunder and shall not cause the sale or risk the loss of any portion of the Leased Property, or any part thereofhereof or estate or interest therein, or cause Lessor or Lessee to shall not be in default under any mortgagedanger of being sold, deed forfeited or lost by reason of trust, security deed such proceedings; (c) in the case of the contest of any law or other agreement encumbering the Leased Property legal requirement, Mortgagee shall not be in any danger of any civil or criminal liability; and (d) if required by Mortgagee, Mortgagor deposits with Mortgagee any interest therein. Upon the request funds or other forms of Lessor, Lessee shall either assurance (a) provide including a bond or other assurance reasonably letter of credit) satisfactory to Lessor that all Claims which may be assessed against Mortgagee to protect Mortgagee from the Leased Property together with interest and penalties, if any, thereon will be paid, or (b) deposit within the time otherwise required for payment with a bank or trust company as trustee upon terms reasonably satisfactory to Lessor, as security for the payment of such Claims, money in an amount sufficient to pay the same, together with interest and penalties in connection therewith, as to all Claims which may be assessed against or become a Claim on the Leased Property, or any part thereof, in said legal proceedings. Lessee shall furnish Lessor and any lender of Lessor with reasonable evidence of such deposit within five (5) days consequences of the samecontest being unsuccessful. Lessor agrees Mortgagor’s right to join contest pursuant to the terms of this provision shall in any such proceedings if no way relieve Mortgagor of its obligations under the same be required legally to prosecute such contest of the validity of such Claims; provided, however, that Lessor shall not thereby be subjected to any liability or loss for the payment of any costs or expenses in connection with any proceedings brought by Lessee; and Lessee covenants to indemnify and save harmless Lessor from any such liabilities, losses, costs or expenses. Lessee shall be entitled to any refund of any Claims and such charges and penalties or interest thereon which have been paid by Lessee or paid by Lessor and for which Lessor has been fully reimbursed. In the event that Lessee fails to pay any Claims when due Loan or to provide the security therefor make payments to Mortgagee as provided in this Section and diligently to prosecute when due. The Tenant under any contest of the same, Lessor may, upon ten (10) days’ advance Notice to Lessee, and Lessee’s failure to correct the same within such ten (10) day period, pay such charges together with any interest and penalties and the same Lease shall be repayable by Lessee to Lessor as Additional Charges at the next Payment Date provided for in this Lease; provided, however, that should Lessor reasonably determine that the giving of such Notice would risk loss to the Leased Property or cause damage to Lessor, then Lessor shall give such Notice as is practical under the circumstances. Lessor reserves also have the right to contest any Contested Matter in accordance with the terms of the Claims at its expense not pursued by Lessee. Lessor and Lessee agree to cooperate in coordinating the contest of any Claimssuch Lease.

Permitted Contests. Lessee So long as no Event of Default then exists, Tenant shall have the right not be required to contest the amount or validity of (i) pay any Imposition to be paid by Lessee or (as hereinafter defined); (ii) comply with any Legal Requirement Requirements; (iii) discharge or Insurance Requirement or remove any lien, attachmentencumbrance or charge; or (iv) obtain any waivers or settlements or make any changes to the physical condition of the Premises or take any other action with respect to any encroachment, levyhindrance, encumbranceobstruction, charge violation or claim (“Claims”) not otherwise permitted by Section 12.1impairment referred to in Subparagraph 10(b), by appropriate legal proceedings so long as Tenant shall contest, in good faith and with due diligence at its expense, the existence, the amount or the validity thereof, the amount of the damages caused thereby, or the extent of its liability therefor, by appropriate proceedings provided that (but this shall not be deemed A) during the pendency of the contest there is prevented (1) the collection of, or construed in any way to relieveother realization upon, modify the tax, assessment, levy, fee, rent or extend Lessee’s covenants to pay charge or its covenants to cause to be paid any such charges at the time and lien, encumbrance or charge so contested (or in the manner as alternative, Tenant pays the full amount in this Section provideddispute under protest); (2) the sale, on condition, however, that such legal proceedings shall not operate to relieve Lessee from its obligations hereunder and shall not cause the sale forfeiture or risk the loss of any portion of the Leased PropertyPremises, or any part thereof, or cause Lessor or Lessee to be in default under any mortgage, deed of trust, security deed or other agreement encumbering the Leased Property Basic Rent or any interest therein. Upon the request of Lessor, Lessee shall either (a) provide a bond or other assurance reasonably satisfactory to Lessor that all Claims which may be assessed against the Leased Property together with interest and penalties, if any, thereon will be paidAdditional Rent, or any portion thereof; (b3) deposit within the time otherwise required for payment any interference with a bank or trust company as trustee upon terms reasonably satisfactory to Lessor, as security for the payment of the Basic Rent or any Additional Rent, or any portion thereof; and (4) any impairment of the fair market value of the Premises; (B) Tenant provides to Landlord and any Mortgagee such Claimssecurity against any such lien, money encumbrance or charge as Landlord or any Mortgagee shall reasonably request; and (C) such contest shall not subject Landlord or any Mortgagee to the risk of any criminal liability. While any such proceedings are pending, so long as all of the foregoing conditions continue to be met, Landlord shall not pay, remove or cause to be discharged the tax, assessment, levy, fee, rent or charge or lien, encumbrance or charge thereby being contested. Tenant further agrees that each such contest shall be promptly prosecuted to a final conclusion. Tenant shall pay, indemnify, defend (with counsel reasonably acceptable to Landlord and any first Mortgagee) and hold harmless the Indemnified Parties against, any and all losses, judgments, decrees and costs (including all reasonable attorneys' fees and expenses, including attorneys fees incurred to monitor any such proceedings if reasonably deemed necessary by Landlord or Mortgagee) in an amount sufficient connection with any such contest and shall, promptly after the final settlement, compromise or determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to pay the same, together with interest and penalties be payable therein or in connection therewith, as to together will all Claims which may be assessed against penalties, fines, interests, costs and expenses thereof or become a Claim on the Leased Property, or any part thereof, in said legal proceedings. Lessee shall furnish Lessor and any lender of Lessor with reasonable evidence of such deposit within five (5) days of the same. Lessor agrees to join in any such proceedings if the same be required legally to prosecute such contest of the validity of such Claims; provided, however, that Lessor shall not thereby be subjected to any liability or loss for the payment of any costs or expenses in connection with any proceedings brought by Lessee; therewith, and Lessee covenants to indemnify and save harmless Lessor from any such liabilitiesperform all acts, losses, costs or expenses. Lessee the performance of which shall be entitled to any refund of any Claims and such charges and penalties ordered or interest thereon which have been paid by Lessee or paid by Lessor and for which Lessor has been fully reimbursed. In the event that Lessee fails to pay any Claims when due or to provide the security therefor decreed as provided in this Section and diligently to prosecute any contest of the same, Lessor may, upon ten (10) days’ advance Notice to Lessee, and Lessee’s failure to correct the same within such ten (10) day period, pay such charges together with any interest and penalties and the same shall be repayable by Lessee to Lessor as Additional Charges at the next Payment Date provided for in this Lease; provided, however, that should Lessor reasonably determine that the giving of such Notice would risk loss to the Leased Property or cause damage to Lessor, then Lessor shall give such Notice as is practical under the circumstances. Lessor reserves the right to contest any of the Claims at its expense not pursued by Lessee. Lessor and Lessee agree to cooperate in coordinating the contest of any Claimsa result thereof.

Permitted Contests. Notwithstanding any other provision ------------------ of this Lease, Lessee shall not be required, nor shall Lessor have the right right, to contest pay, discharge or remove any tax, assessment, xxxx, xxxx or encumbrance, or to comply with any Legal Requirements applicable to the Premises or any part thereof or the use thereof, as long as (i) Lessee is diligently and in good faith contesting the existence, amount or validity of any Imposition to be paid by Lessee or any Legal Requirement or Insurance Requirement or any lien, attachment, levy, encumbrance, charge or claim (“Claims”) not otherwise permitted by Section 12.1, thereof by appropriate legal proceedings in good faith and with due diligence proceedings; (but this shall not be deemed ii) Lessee has taken such measures as are necessary to prevent sale, forfeiture or construed in any way to relieveloss of Lessor's, modify or extend Lessee’s covenants to pay or its covenants to cause to be paid any such charges at the time and a member of Lessor's, interest in the manner as in this Section provided), on condition, however, that such legal proceedings shall not operate to relieve Lessee from its obligations hereunder and shall not cause the sale or risk the loss of any portion of the Leased Property, Premises or any part thereof, or cause and provided that such contest shall not subject Lessor or Lessee Mortgage Lender to be in default under the risk of any mortgage, deed of trust, security deed civil or other agreement encumbering the Leased Property criminal liability or any interest therein. Upon the request of Lessor, fine; and (iii) Lessee shall either (a) provide a bond or other assurance reasonably satisfactory to Lessor that all Claims which give such security as may be assessed against the Leased Property together with interest and penalties, if any, thereon will be paid, or (b) deposit within the time otherwise reasonably required for payment with a bank or trust company as trustee upon terms reasonably satisfactory by Lessor to Lessor, as security for the insure ultimate payment of such Claimstax, money assessment, levy, fee, rent, charge, lien, encumbrance or compliance with Legal Requirements (including penalties, interest, and reasonable costs and expenses) and to prevent any sale, forfeiture or loss of Lessor's, or a member of Lessor's, interest in an amount sufficient the Premises or part thereof. Lessee further agrees that each such contest shall be promptly prosecuted to pay the samea final conclusion, together with interest that it will hold and penalties save Lessor, its members and Mortgage Lender harmless against any and all losses, judgments, decrees and costs (including reasonable attorneys' fees and expenses) in connection therewith, and that it will, promptly after the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein, together with all penalties, fines, interests, costs and expenses thereon or in connection therewith, and perform all acts the performance of which shall be finally ordered or decreed as a result thereof. Lessor agrees, at Lessee's sole expense, to all Claims which may be assessed against or become a Claim on the Leased Propertycooperate with Lessee in any contest permitted hereby, to execute any documents relating thereto that are reasonably requested by Lessee and that do not adversely affect Lessor, any member of Lessor or any part thereofof Lessor's rights hereunder, and to allow Lessee to bring any such contest, if legally required, in said legal proceedings. Lessor's name, provided that Lessee shall furnish Lessor and any lender of Lessor with reasonable evidence of such deposit within five (5) days of the same. Lessor hereby agrees to join in indemnify Lessor against any such proceedings if the same be required legally to prosecute such contest of the validity of such Claims; providedloss, however, that Lessor shall not thereby be subjected to any liability damages or loss for the payment of any costs or expenses in connection with any proceedings brought expense incurred by Lessee; and Lessee covenants to indemnify and save harmless Lessor from any such liabilities, losses, costs or expenses. Lessee shall be entitled to any refund of any Claims and such charges and penalties or interest thereon which have been paid by Lessee or paid by Lessor and for which Lessor has been fully reimbursed. In the event that Lessee fails to pay any Claims when due or to provide the security therefor as provided in this Section and diligently to prosecute any contest of the same, Lessor may, upon ten (10) days’ advance Notice to Lessee, and Lessee’s failure to correct the same within such ten (10) day period, pay such charges together with any interest and penalties and the same shall be repayable by Lessee to Lessor as Additional Charges at the next Payment Date provided for in this Lease; provided, however, that should Lessor reasonably determine that the giving of such Notice would risk loss to the Leased Property or cause damage to Lessor, then Lessor shall give such Notice as is practical under the circumstances. Lessor reserves the right to contest any of the Claims at its expense not pursued by Lessee. Lessor and Lessee agree to cooperate in coordinating the contest of any Claimsreason thereof.

Permitted Contests. Lessee shall have the right to contest Tenant, on its own or on Lessor's ------------------ behalf (or in Lessor's name), but at Tenant's expense, may contest, by appropriate legal proceedings conducted in good faith and with due diligence, the amount or validity or application, in whole or in part, of any Imposition to be paid by Lessee or any Legal Requirement or Insurance Requirement or any lien, attachment, levy, encumbrance, charge or claim (“Claims”) not otherwise permitted by Section 12.1Article XI, by appropriate legal proceedings in good faith and with due diligence provided that (but this shall not be deemed or construed in any way to relieve, modify or extend Lessee’s covenants to pay or its covenants to cause to be paid any such charges at the time and a) in the manner as in this Section provided)case of an unpaid Imposition, on conditionlien, howeverattachment, that levy, encumbrance, charge, or claim, the commencement and continuation of such legal proceedings shall not operate to relieve Lessee suspend the collection thereof from its obligations hereunder Lessor and shall not cause from the sale or risk the loss of any portion of the applicable Leased Property, or (b) neither the applicable Leased Property nor any Rent therefrom nor any part thereof, thereof or cause Lessor or Lessee interest therein would be reasonably likely to be in default under danger of being sold, forfeited, attached or lost, (c) in the case of a Legal Requirement, Lessor would not be in any mortgageimmediate danger of civil or criminal liability for failure to comply therewith pending the outcome of such proceedings, deed (d) Tenant shall indemnify and hold harmless Lessor from and against any cost, claim, damage, penalty or reasonable expense, including reasonable attorneys' fees, incurred by Tenant in connection therewith or as a result thereof, (e) in the case of trusta Legal Requirement and/or Imposition, lien, encumbrance or charge, Tenant shall give such reasonable security deed as may be demanded by Lessor to insure ultimate payment of the same and to prevent any sale or other agreement encumbering forfeiture of the affected Leased Property or any interest therein. Upon the request of Lessor, Lessee shall either (a) provide a bond or other assurance reasonably satisfactory to Lessor that all Claims which may be assessed against the Leased Property together with interest and penalties, if any, thereon will be paid, or (b) deposit within the time otherwise required for payment with a bank or trust company as trustee upon terms reasonably satisfactory to Lessor, as security for the payment Rent by reason of such Claimsnon-payment or non-compliance, money in an amount sufficient to pay the same, together with interest and penalties in connection therewith, as to all Claims which may be assessed against or become a Claim on the Leased Property, or any part thereof, in said legal proceedings. Lessee shall furnish Lessor and any lender of Lessor with reasonable evidence of such deposit within five (5) days of the same. Lessor agrees to join in any such proceedings if the same be required legally to prosecute such contest of the validity of such Claims; provided, however, that Lessor the provisions of this Article XII shall not thereby be subjected construed to any liability or loss for permit Tenant to contest the payment of Rent (except as to contests concerning the method of computation or the basis of levy of any costs Imposition or expenses the basis for the assertion of any other claim) or any other sums payable by Tenant to Lessor hereunder, (f) in the case of an Insurance Requirement, the coverage required by Article XIII shall be maintained, and (g) if such contest be finally resolved against Lessor or Tenant, Tenant shall, as Additional Charges due hereunder, promptly pay the amount required to be paid, together with all interest and penalties accrued thereon, or comply with the applicable Legal Requirement or Insurance Requirement. Lessor, at Tenant's expense, shall execute and deliver to Tenant such authorizations and other documents as may reasonably be required in any such contest, and, if reasonably requested by Tenant or if Lessor so desires, Lessor shall join as a party therein. Tenant shall indemnify and save Lessor harmless against any liability, cost or expense of any kind that may be imposed upon Lessor in connection with any proceedings brought by Lessee; such contest and Lessee covenants to indemnify and save harmless Lessor from any such liabilities, losses, costs or expenses. Lessee shall be entitled to any refund of any Claims and such charges and penalties or interest thereon which have been paid by Lessee or paid by Lessor and for which Lessor has been fully reimbursed. In the event that Lessee fails to pay any Claims when due or to provide the security therefor as provided in this Section and diligently to prosecute any contest of the same, Lessor may, upon ten (10) days’ advance Notice to Lessee, and Lessee’s failure to correct the same within such ten (10) day period, pay such charges together with any interest and penalties and the same shall be repayable by Lessee to Lessor as Additional Charges at the next Payment Date provided for in this Lease; provided, however, that should Lessor reasonably determine that the giving of such Notice would risk loss to the Leased Property or cause damage to Lessor, then Lessor shall give such Notice as is practical under the circumstances. Lessor reserves the right to contest any of the Claims at its expense not pursued by Lessee. Lessor and Lessee agree to cooperate in coordinating the contest of any Claimsresulting therefrom.

Permitted Contests. Lessee shall have the right to contest Tenant, on its own or on Lessor's behalf ------------------ (or in Lessor's name), but at Tenant's expense, may contest, by appropriate legal proceedings conducted in good faith and with due diligence, the amount or validity or application, in whole or in part, of any Imposition to be paid by Lessee or any Legal Requirement or Insurance Requirement or any lien, attachment, levy, encumbrance, charge or claim (“Claims”) not otherwise permitted by Article XI, provided that (a) in the case of an unpaid ---------- Imposition, lien, attachment, levy, encumbrance, charge, or claim, the commencement and continuation of such proceedings shall suspend the collection thereof from Lessor and from the applicable Leased Property, (b) neither the applicable Leased Property nor any Rent therefrom nor any part thereof or interest therein would be reasonably likely to be in danger of being sold, forfeited, attached or lost, (c) in the case of a Legal Requirement, Lessor would not be in any immediate danger of criminal liability for failure to comply therewith pending the outcome of such proceedings and the contest provisions of Section 12.18.2 have been satisfied, (d) Tenant shall indemnify and hold harmless ----------- Lessor from and against any cost, claim, damage, penalty or reasonable expense, including reasonable attorneys' fees, incurred by appropriate legal proceedings Tenant in good faith connection therewith or as a result thereof, (e) in the case of a Legal Requirement and/or Imposition, lien, encumbrance or charge, Tenant shall give such reasonable security as may be demanded by Lessor to insure ultimate payment of or compliance with the same and with due diligence (but to prevent any sale or forfeiture of the affected Leased Property or the Rent by reason of such non-payment or non-compliance, provided, however, the provisions of this Article XII shall not be deemed construed to -------- ------- ----------- permit Tenant to contest the payment of Rent (except as to contests concerning the method of computation or construed in the basis of levy of any way Imposition or the basis for the assertion of any other claim) or any other sums payable by Tenant to relieveLessor hereunder, modify or extend Lessee’s covenants to pay or its covenants to cause to be paid any such charges at the time and (f) in the manner as in this Section provided)case of an Insurance Requirement, on conditionthe coverage required by Article XIII shall be maintained, however, that and (g) if such legal proceedings shall not operate to relieve Lessee from its obligations hereunder and shall not cause the sale or risk the loss of any portion of the Leased Property, or any part thereof, or cause contest is ------------ resolved against Lessor or Lessee Tenant by a final unappealable determination, Tenant shall, as Additional Charges due hereunder, pay to be in default under any mortgage, deed of trust, security deed or other agreement encumbering the Leased Property or any interest therein. Upon appropriate payee the request of Lessor, Lessee shall either (a) provide a bond or other assurance reasonably satisfactory amount required to Lessor that all Claims which may be assessed against the Leased Property together with interest and penalties, if any, thereon will be paid, or (b) deposit within the time otherwise required for payment with a bank or trust company as trustee upon terms reasonably satisfactory to Lessor, as security for the payment of such Claims, money in an amount sufficient to pay the same, together with all interest and penalties in connection therewithaccrued thereon, within ten (10) days after such determination (or within such shorter period as to all Claims which may be assessed against required by the terms of such determination), and comply, within any cure period allowed therefor by the applicable agency or become a Claim on authority (or if no such cure period shall be allowed or specified by the Leased Propertyapplicable agency or authority, or any part thereofpromptly and diligently following the effective date of such determination and, in said legal proceedings. Lessee shall furnish Lessor and any lender event, prior to the final unappealable revocation of Lessor any license, permit, approval, certificate of need, certificate for reimbursement or other Authorization), with reasonable evidence the applicable Legal Requirement, Insurance Requirement, plan of such deposit within five (5) days correction or other remedial requirements of the same. Lessor agrees to join in any such proceedings if the same be required legally to prosecute such contest of the validity of such Claimsapplicable agency or authority; provided, however, that this subsection (g) is -------- ------- not intended, and shall not be construed, to afford Tenant any cure or grace period beyond the effective date of any final unappealable determination, unless and only to the extent that (i) such determination specifically conditions the imposition or taking effect of the adverse legal, regulatory or other consequences in issue upon Tenant's failure to make a specified payment or to take specified compliance, curative or remedial action following the effective date of such determination or (ii) Tenant is proceeding diligently and in good faith to effect an assignment or sublet under Section 25.1.11 hereof and the --------------- applicable agency(ies) or authority(ies) is not enforcing such final order, pending consummation of such assignment or sublet. Lessor, at Tenant's expense, shall execute and deliver to Tenant such authorizations and other documents as may reasonably be required in any such contest, and, if reasonably requested by Tenant or if Lessor so desires, Lessor shall not thereby be subjected to join as a party therein. Tenant shall indemnify and save Lessor harmless against any liability liability, cost or loss for the payment expense of any costs or expenses kind that may be imposed upon Lessor in connection with any proceedings brought by Lessee; such contest and Lessee covenants to indemnify and save harmless Lessor from any such liabilities, losses, costs or expenses. Lessee shall be entitled to any refund of any Claims and such charges and penalties or interest thereon which have been paid by Lessee or paid by Lessor and for which Lessor has been fully reimbursed. In the event that Lessee fails to pay any Claims when due or to provide the security therefor as provided in this Section and diligently to prosecute any contest of the same, Lessor may, upon ten (10) days’ advance Notice to Lessee, and Lessee’s failure to correct the same within such ten (10) day period, pay such charges together with any interest and penalties and the same shall be repayable by Lessee to Lessor as Additional Charges at the next Payment Date provided for in this Lease; provided, however, that should Lessor reasonably determine that the giving of such Notice would risk loss to the Leased Property or cause damage to Lessor, then Lessor shall give such Notice as is practical under the circumstances. Lessor reserves the right to contest any of the Claims at its expense not pursued by Lessee. Lessor and Lessee agree to cooperate in coordinating the contest of any Claimsresulting therefrom.

Permitted Contests. Lessee shall have the right to contest the amount or validity of any Imposition to be paid by Lessee or any Legal Requirement or Insurance Requirement or any lien, attachment, levy, encumbrance, charge or claim (“"Claims”") not otherwise permitted by Section 12.1Article XI, by appropriate legal proceedings in good faith and with due diligence (but this shall not be deemed or construed in any way to relieve, modify or extend Lessee’s 's covenants to pay or its covenants to cause to be paid any such charges at the time and in the manner as in this Section Article provided), on condition, however, that such legal proceedings shall not operate to relieve Lessee from its obligations hereunder and shall not cause the sale or risk the loss of any portion of the Leased Property, or any part thereof, or cause Lessor or Lessee to be in default under any mortgage, deed of trust, security deed or other agreement encumbering the Leased Property or any interest therein. Upon the request of Lessor, Lessee shall either (a) provide a bond or other assurance reasonably satisfactory to Lessor that all Claims which may be assessed against the Leased Property together with interest and penalties, if any, thereon will be paid, or (b) deposit within the time otherwise required for payment with a bank or trust company as trustee upon terms reasonably satisfactory to Lessor, as security for the payment of such Claims, money in an amount sufficient to pay the same, together with interest and penalties in connection therewith, as to all Claims which may be assessed against or become a Claim on the Leased Property, or any part thereof, in said legal proceedings. Lessee shall furnish Lessor and any lender of Lessor with reasonable evidence of such deposit within five (5) days of the same. Lessor agrees to join in any such proceedings if the same be required to legally to prosecute such contest of the validity of such Claims; provided, however, that Lessor shall not thereby be subjected subject to any liability or loss for the payment of any costs or expenses in connection with any proceedings brought by Lessee; and Lessee covenants to indemnify and save harmless Lessor from any such liabilities, losses, costs or expenses. Lessee shall be entitled to any refund of any Claims and such charges and penalties or interest thereon which have been paid by Lessee or paid by Lessor and for which Lessor has been fully reimbursed. In the event that Lessee fails to pay any Claims when due or to provide the security therefor as provided provded in this Section paragraph and to diligently to prosecute any contest of the same, Lessor may, upon ten (10) days’ ' advance Notice to Lessee, and Lessee’s failure to correct the same within such ten (10) day period, pay such charges together with any interest and penalties and the same shall be repayable by Lessee to Lessor as Additional Charges at the next Payment Date provided for in this Lease; provided, however, that should Lessor reasonably determine that the giving of such Notice would risk loss to the Leased Property or cause damage to Lessor, then Lessor shall give such Notice as is practical under the circumstances. Lessor reserves the right to contest any of the Claims at its expense not pursued by Lessee. Lessor and Lessee agree to cooperate in coordinating the contest of any Claimsclaims.

Permitted Contests. Lessee shall have Tenant, upon prior Notice to Landlord, on its own or in Landlord’s name, at Tenant’s expense, may contest, in good faith and with due diligence, the right to contest the amount amount, validity or validity application, in whole or in part, of any Imposition licensure or certification decision (including pursuant to be paid by Lessee or any Communications Regulation), Additional Charge (other than an Additional Charge payable to Landlord in which case Section 3.3 shall apply), Legal Requirement or Requirement, Insurance Requirement or any Requirement, lien, attachment, levy, encumbrance, charge or claim (“Claims”) not otherwise permitted by Section 12.1including charges, by appropriate legal proceedings in good faith and with due diligence (but this shall not be deemed or construed in any way to relieve, modify or extend Lessee’s covenants to pay or its covenants to cause to be paid any such charges at the time and in the manner as in this Section provided), on condition, however, that such legal proceedings shall not operate to relieve Lessee from its obligations hereunder and shall not cause the sale or risk the loss of any portion of the Leased Property, or any part thereof, or cause Lessor or Lessee to be in default under any mortgage, deed of trust, security deed or other agreement encumbering the Leased Property or any interest therein. Upon the request of Lessor, Lessee shall either (a) provide a bond or other assurance reasonably satisfactory to Lessor that all Claims which may be assessed against the Leased Property together with interest and penalties, if any, thereon will be paid, or (b) deposit within the time otherwise required for payment with a bank or trust company as trustee upon terms reasonably satisfactory to Lessor, as security for the payment of such Claims, money in an amount sufficient to pay the same, together with interest fees and penalties in connection therewithfor audit disputes under Pole Agreements, as Permits and Easements relating to all Claims which may be assessed against back rent, safety violations, unauthorized attachments, and trespass) or become a Claim on the Leased Property, or any part thereof, in said legal proceedings. Lessee shall furnish Lessor and any lender of Lessor with reasonable evidence of such deposit within five (5) days of the same. Lessor agrees to join in any such proceedings if the same be required legally to prosecute such contest of the validity of such Claimsclaim; provided, however, that Lessor (i) in the case of an unpaid Additional Charge, attachment, levy, Encumbrance, charge (including charges, fees and penalties for audit disputes under Pole Agreements, Permits and Easements relating to back rent, safety violations, unauthorized attachments, and trespass) or claim, the commencement and continuation of such proceedings shall suspend the collection thereof from Landlord and from the Leased Property or any Capital Improvement thereto; (ii) neither the Leased Property or any Capital Improvement thereto, the Rent therefrom nor any part or interest in either thereof would be in any material danger of being sold, forfeited, attached or lost; (iii) in the case of a Legal Requirement, neither Landlord nor Tenant would be in any material danger of civil or criminal liability for failure to comply therewith pending the outcome of such proceedings; (iv) in the case of a Legal Requirement, Additional Charge, Encumbrance or charge, Tenant shall give such reasonable security as may be required by Landlord to insure ultimate payment of the same and to prevent any sale or forfeiture of the Leased Property or any Capital Improvement thereto or the Rent by reason of such non-payment or noncompliance; (v) in the case of an Insurance Requirement, the coverage required by Article XIII shall be maintained; (vi) Tenant shall keep Landlord reasonably informed as to the status of the proceedings; and (vii) if such contest be finally resolved against Landlord or Tenant, Tenant shall promptly pay the amount required to be paid, together with all interest and penalties accrued thereon, or comply with the applicable Legal Requirement or Insurance Requirement. Landlord, at Tenant’s expense and request, shall reasonably cooperate with Tenant in connection with Tenant’s exercise of any contest rights under this Article XII (including, without limitation, any audit and appeal rights of Tenant and refunds sought by Tenant) and shall execute and deliver to Tenant such authorizations and other documents as may reasonably be required in any such contest, and, if reasonably requested by Tenant or if Landlord so desires, Landlord shall join as a party therein. The provisions of this Article XII shall not thereby be subjected construed to any liability or loss for permit Tenant to contest the payment of Rent or any costs other amount (other than Impositions or expenses Additional Charges which Tenant may from time to time be required to impound with Landlord) payable by Tenant to Landlord hereunder. Tenant shall indemnify, defend, protect and save Landlord harmless from and against any liability, cost or expense of any kind that may be imposed upon Landlord in connection with any proceedings brought by Lessee; such contest and Lessee covenants any loss resulting therefrom, except in any instance where Landlord opted to indemnify join and save harmless Lessor from any joined as a party in the proceeding despite Tenant’s having sent written notice to Landlord of Tenant’s preference that Landlord not join in such liabilities, losses, costs or expenses. Lessee shall be entitled to any refund of any Claims and such charges and penalties or interest thereon which have been paid by Lessee or paid by Lessor and for which Lessor has been fully reimbursed. In the event that Lessee fails to pay any Claims when due or to provide the security therefor as provided in this Section and diligently to prosecute any contest of the same, Lessor may, upon ten (10) days’ advance Notice to Lessee, and Lessee’s failure to correct the same within such ten (10) day period, pay such charges together with any interest and penalties and the same shall be repayable by Lessee to Lessor as Additional Charges at the next Payment Date provided for in this Lease; provided, however, that should Lessor reasonably determine that the giving of such Notice would risk loss to the Leased Property or cause damage to Lessor, then Lessor shall give such Notice as is practical under the circumstances. Lessor reserves the right to contest any of the Claims at its expense not pursued by Lessee. Lessor and Lessee agree to cooperate in coordinating the contest of any Claimsproceeding.

Permitted Contests. Lessee Tenant shall have the right to contest the amount or validity of any Imposition to be paid by Lessee or any Imposition, Legal Requirement or Requirement, Insurance Requirement or any Requirement, Environmental Obligation, lien, attachment, levy, encumbrance, charge or claim (“collectively, "Claims”") not otherwise permitted by Section 12.1as to the Leased Property, by appropriate legal proceedings proceedings, conducted in good faith and with due diligence diligence, provided that (but this a) the foregoing shall not in no way be deemed construed as relieving, modifying or construed in any way to relieve, modify or extend Lessee’s covenants extending Tenant's obligation to pay (or its covenants to cause to be paid paid) any Claims as finally determined, (b) such charges at the time and in the manner as in this Section provided), on condition, however, that such legal proceedings shall not operate to relieve Lessee from its obligations hereunder and contest shall not cause the sale Landlord or risk the loss of any portion of the Leased Property, or any part thereof, or cause Lessor or Lessee Tenant to be in default under any mortgage, mortgage or deed of trust, security deed or other agreement trust encumbering the Leased Property (Landlord agreeing that any such mortgage or deed of trust shall permit Tenant to exercise the rights granted pursuant to this Article 8) or any interest therein. Upon the request of Lessor, Lessee shall either (a) provide therein or result in or reasonably be expected to result in a bond or other assurance reasonably satisfactory lien attaching to Lessor that all Claims which may be assessed against the Leased Property together with interest and penalties, if any, thereon will be paid, or (b) deposit within the time otherwise required for payment with a bank or trust company as trustee upon terms reasonably satisfactory to Lessor, as security for the payment of such Claims, money in an amount sufficient to pay the same, together with interest and penalties in connection therewith, as to all Claims which may be assessed against or become a Claim on the Leased Property, or any (c) no part thereof, in said legal proceedings. Lessee shall furnish Lessor and any lender of Lessor with reasonable evidence of such deposit within five (5) days of the sameLeased Property nor any Rent therefrom shall be in any immediate danger of sale, forfeiture, attachment or loss, and (d) Tenant shall indemnify and hold harmless Landlord from and against any cost, claim, damage, penalty or reasonable expense, including reasonable attorneys' fees, incurred by Landlord in connection therewith or as a result thereof. Lessor Landlord agrees to join in any such proceedings if the same be required legally to prosecute such contest of the validity of such Claims; providedcontest, however, provided that Lessor Landlord shall not thereby be subjected to any liability or loss therefor (including, without limitation, for the payment of any costs or expenses in connection therewith) unless Tenant agrees by agreement in form and substance reasonably satisfactory to Landlord, to assume and indemnify Landlord with any proceedings brought by Lessee; and Lessee covenants respect to indemnify and save harmless Lessor from any such liabilities, losses, costs or expensesthe same. Lessee Tenant shall be entitled to any refund of any Claims and such charges and penalties or interest thereon which have been paid by Lessee Tenant or paid by Lessor and for which Lessor Landlord to the extent that Landlord has been fully reimbursedreimbursed by Tenant. In the event that Lessee fails If Tenant shall fail (x) to pay or cause to be paid any Claims when due or finally determined, (y) to provide the reasonable security therefor as provided in this Section and diligently or (z) to prosecute or cause to be prosecuted any such contest of the samediligently and in good faith, Lessor Landlord may, upon ten reasonable notice to Tenant (10) days’ advance Notice to Lessee, and Lessee’s failure to correct the same within such ten (10) day period, pay such charges together with any interest and penalties and the same which notice shall not be repayable by Lessee to Lessor as Additional Charges at the next Payment Date provided for in this Lease; provided, however, that should Lessor required if Landlord shall reasonably determine that the giving of same is not practicable), pay such Notice would risk loss to the Leased Property or cause damage to Lessorcharges, then Lessor together with interest and penalties due with respect thereto, and Tenant shall give such Notice reimburse Landlord therefor, upon demand, as is practical under the circumstances. Lessor reserves the right to contest any of the Claims at its expense not pursued by Lessee. Lessor and Lessee agree to cooperate in coordinating the contest of any ClaimsAdditional Charges.