Common use of Permitted Contests Clause in Contracts

Permitted Contests. Notwithstanding any provision of this Lease to the contrary, Tenant shall not be required to pay, discharge or remove any tax, assessment, levy, fee, rent, charge, lien or encumbrance applicable to the Premises or the use thereof, so long as Tenant is contesting, at its sole cost and expense, the existence, amount or validity thereof, provided that any such contest shall: (a) be by appropriate proceedings conducted in accordance with applicable Law; (b) prevent the collection of or other realization upon the tax, assessment, levy, fee, rent, charge, lien or encumbrance so contested; (c) prevent the sale, forfeiture or loss of the Premises; and (d) not subject Landlord to the risk of any criminal liability or civil penalty, and provided further that any such contest may be conducted only for so long as Tenant, during the pendency of such contest, shall take any and all necessary action to prevent any deterioration or worsening of the condition giving rise to the contest that may result in any personal injury or property damage or cause any of the conditions set forth in the foregoing clauses (a) through (d), inclusive, to no longer be satisfied. Tenant shall indemnify Landlord against any liability or penalty assessed against Landlord by reason of such nonpayment. Upon the termination (after final appeal) of any proceeding relating to any contest by Tenant pursuant to this Section 4.8, Tenant shall immediately pay any amount determined in such proceeding to be due or take any action ordered, and in the event Tenant fails to make such payment or take the action, Landlord shall have the right to make any such payment or take the action on behalf of Tenant and charge Tenant therefor, which shall be due and payable upon Tenant’s receipt of written demand from Landlord.

Permitted Contests. Notwithstanding any provision of this Lease to the contrary, Tenant shall not be required to pay, discharge or remove any tax, assessment, levy, fee, rent, charge, lien or encumbrance applicable to the Premises or the use thereof, so long as Tenant is contesting, at its sole cost and expense, the existence, amount or validity thereof, provided that any such contest shall: (a) be by appropriate proceedings conducted in accordance with applicable Law; (b) prevent the collection of or other realization upon the tax, assessment, levy, fee, rent, charge, lien or encumbrance so contested; (c) prevent the sale, forfeiture or loss of the Premises; and (d) not subject Landlord to the risk of any criminal liability or civil penalty, and provided further that any such contest may be conducted only for so long as Tenant, during the pendency of such contest, shall take any and all necessary action to prevent any deterioration or worsening of the condition giving rise to the contest that may result in any personal injury or property damage or cause any of the conditions set forth in the foregoing clauses (a) through (d), inclusive, to no longer be satisfied. Tenant shall indemnify Landlord against any liability or penalty assessed against Landlord by reason of such nonpayment. Upon the termination (after final appeal) of any proceeding relating to any contest by Tenant pursuant to this Section 4.8, Tenant shall immediately pay any amount determined in such proceeding to be due or take any action ordered, and in the event Tenant fails to make such payment or take the action, Landlord shall have the right to make contest the amount or validity of any Imposition, Legal Requirement, Insurance Requirement, Environmental Obligation, lien, attachment, levy, encumbrance, charge or claim (collectively, “Claims”) as to the Leased Property, by appropriate legal proceedings, conducted in good faith and with due diligence, provided that (a) the foregoing shall in no way be construed as relieving, modifying or extending Tenant’s obligation to pay (or cause to be paid) any Claims as finally determined, (b) such contest shall not cause Landlord or Tenant to be in default under any mortgage or deed of trust encumbering the Leased Property, or any portion thereof (Landlord agreeing that any such payment mortgage or take deed of trust shall permit Tenant to exercise the action on behalf rights granted pursuant to this Article 8) or any interest therein or result in or reasonably be expected to result in a lien attaching to the Leased Property, or any portion thereof, (c) no part of Tenant and charge Tenant therefor, which the Leased Property nor any Rent therefrom shall be due in any immediate danger of sale, forfeiture, attachment or loss, and payable upon Tenant’s receipt of written demand (d) Tenant shall indemnify and hold harmless Landlord from Landlord.and against any cost, claim, damage, penalty or reasonable expense, including reasonable attorneys’ fees, incurred by Landlord in connection therewith or as a result

Permitted Contests. Notwithstanding any other provision of this Lease to the contraryLease, Tenant shall not be required to pay(a) pay any Imposition, (b) comply with any Legal Requirement, (c) discharge or remove any taxlien referred to in Paragraph 11 or 13 or (d) take any action with respect to any encroachment, assessmentviolation, levyhindrance, fee, rent, charge, lien obstruction or encumbrance applicable impairment referred to in Paragraph 12(b) (such non-compliance with the Premises terms hereof being hereinafter referred to collectively as “Permitted Violations”) and may dispute or contest the use thereofsame, so long as at the time of such non-compliance no Event of Default exists and so long as Tenant is contestingshall contest, at its sole cost and expensein good faith, the existence, amount or validity thereof, provided that any such contest shall: (a) be the amount of the damages caused thereby, or the extent of its or Landlord’s liability therefor by appropriate proceedings conducted in accordance with applicable Law; which shall operate during the pendency thereof to prevent or stay (bi) prevent the collection of of, or other realization upon upon, the tax, assessment, levy, fee, rent, charge, lien or encumbrance Permitted Violation so contested; , other than the payment of any monetary sum claimed due with respect to such Permitted Violation, (cwhich for the avoidance of doubt Tenant shall pay (or, “bond over” with respect to mechanics’ liens) prevent if required, ) (ii) the sale, forfeiture or loss of any 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 Leased Premises; , (iv) any interference with the payment of any Rent, (v) the cancellation or increase in the rate of any insurance policy or a statement by the carrier that coverage will be denied or (vi) the enforcement or execution of any injunction, order or Legal Requirement with respect to the Permitted Violation. 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 (d) penalties that may be incurred or become due in connection therewith, taking into account any security which Tenant is obligated to provide to any governmental authority or other Person in connection with such contest. 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 conditions of this Paragraph 14 are at all times complied with, has the right to attempt to settle or 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 such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or 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 a result thereof. No such contest shall subject Landlord to the risk of any civil or criminal liability or civil penalty, and provided further that any such contest may be conducted only for so long as Tenant, during the pendency of such contest, shall take any and all necessary action to prevent any deterioration or worsening of the condition giving rise to the contest that may result in any personal injury or property damage or cause any of the conditions set forth in the foregoing clauses (a) through (d), inclusive, to no longer be satisfied. Tenant shall indemnify Landlord against any liability or penalty assessed against Landlord by reason of such nonpayment. Upon the termination (after final appeal) of any proceeding relating to any contest by Tenant pursuant to this Section 4.8, Tenant shall immediately pay any amount determined in such proceeding to be due or take any action ordered, and in the event Tenant fails to make such payment or take the action, Landlord shall have the right to make any such payment or take the action on behalf of Tenant and charge Tenant therefor, which shall be due and payable upon Tenant’s receipt of written demand from Landlordliability.

Permitted Contests. Notwithstanding any provision of this Lease to the contraryLessee, Tenant shall not be required to payon its own or on Lessor's behalf (or in Lessor's name), discharge or remove any tax, assessment, levy, fee, rent, charge, lien or encumbrance applicable to the Premises or the use thereof, so long as Tenant is contesting, but at its Lessee's sole cost and expense, shall have the existenceright to contest, by an appropriate legal Proceeding conducted in good faith and with due diligence, the amount or validity thereofof any Imposition, Legal Requirement or Insurance Requirement or Claim, provided that any such contest shall: (a) be by appropriate proceedings conducted in accordance with applicable Law; prior Notice of such contest is given to Lessor, (b) prevent the collection Leased Properties would not be in any danger of being sold, uninsured or underinsured, forfeited or attached as a result of such contest, and there is no risk to Lessor of a loss of or other realization upon interruption in the taxpayment of, assessmentRent, levy, fee, rent, charge, lien or encumbrance so contested; (c) prevent in the salecase of an unpaid Imposition or Claim, forfeiture or loss of the Premises; and (d) not subject Landlord to the risk of any criminal liability or civil penalty, and provided further that any such contest may be conducted only for so long as Tenant, collection thereof is suspended during the pendency of such contest, (d) in the case of a contest of a Legal Requirement, compliance may legally be delayed pending such contest. Upon request of Lessor, Lessee shall take deposit funds or assure Lessor in some other manner reasonably satisfactory to Lessor that a contested Imposition or Claim, together with interest and penalties, if any, thereon, and any and all costs for which Lessee is responsible will be paid if and when required upon the conclusion of such contest. Lessee shall defend, indemnify and save harmless Lessor from all costs or expenses arising out of or in connection with any such contest, including but not limited to attorneys' fees. If at any time Lessor reasonably determines that payment of any Imposition or Claim, or compliance with any Legal or Insurance Requirement being contested by Lessee is necessary action in order to prevent any deterioration or worsening loss of the condition giving rise to the contest that may result in any personal injury or property damage or cause any of the conditions set forth Leased Properties or Rent or civil or criminal penalties or other damage, upon such prior Notice to Lessee as is reasonable in the foregoing clauses (a) through (d)circumstances Lessor may pay such amount, inclusiverequire Lessee to comply with such Legal or Insurance Requirement or take such other action as it may deem necessary to prevent such loss or damage. If reasonably necessary, to no longer be satisfied. Tenant upon Lessee's written request Lessor, at Lessee's expense, shall indemnify Landlord against any liability or penalty assessed against Landlord by reason of such nonpayment. Upon the termination (after final appeal) of any proceeding relating to any contest by Tenant pursuant to this Section 4.8cooperate with Lessee in a permitted contest, Tenant shall immediately pay any amount determined provided Lessee upon demand reimburses Lessor for Lessor's costs incurred in cooperating with Lessee in such proceeding to be due or take any action ordered, and in the event Tenant fails to make such payment or take the action, Landlord shall have the right to make any such payment or take the action on behalf of Tenant and charge Tenant therefor, which shall be due and payable upon Tenant’s receipt of written demand from Landlordcontest.

Permitted Contests. Notwithstanding any provision (a) So long as no Event of this Lease Default has occurred and is continuing, after prior written notice to the contraryLandlord, Tenant shall not be required to pay(i) pay any Imposition, (ii) comply with any Legal Requirement, (iii) discharge or remove any taxLien referred to in Paragraph 9 or 12, assessment, levy, fee, rent, charge, lien or encumbrance applicable (iv) take any action with respect to the Premises or the use thereof, any violation referred to in Paragraph 11(b) so long as Tenant is contestingshall contest, in good faith and at its sole cost and expense, the existence, the amount or the validity thereof, provided that any such contest shall: (a) be the amount of the damages caused thereby, or the extent of its or Landlord’s liability therefor, by appropriate proceedings conducted in accordance with applicable Law; which shall operate during the pendency thereof to prevent (bA) prevent the collection of of, or other realization upon upon, the tax, assessment, levy, fee, rent, charge, lien Imposition or encumbrance Lien so contested; , (cB) prevent 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 (dE) not subject Landlord to the risk cancellation of any criminal liability or civil penalty, and provided further that insurance policy. Landlord shall reasonably cooperate with Tenant in connection with any such contest at Tenant’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 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 (which may be conducted only for so long as Tenant, during include the pendency requirement to post a bond or letter of credit 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, shall take any and all necessary action to prevent any deterioration or worsening of the condition giving rise to the contest that may result in any personal injury or property damage or cause any of the conditions set forth ) in the foregoing clauses Leased Premises. (ac) through (d)Tenant agrees that each such contest shall be promptly and diligently prosecuted to a final conclusion, inclusive, to no longer be satisfied. except that Tenant shall indemnify Landlord against any liability or penalty assessed against Landlord by reason of such nonpayment. Upon the termination (after final appeal) of any proceeding relating to any contest by Tenant pursuant to this Section 4.8, Tenant shall immediately pay any amount determined in such proceeding to be due or take any action ordered, and in the event Tenant fails to make such payment or take the action, Landlord shall have the right to make attempt to settle or compromise such contest through negotiations. If requested by Landlord, Tenant shall deliver a bond, cash collateral or other 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 losses, judgments, decrees and costs (including all reasonable attorneys’ fees and expenses) in connection with any such payment or take contest and shall, promptly after the action on behalf final determination of Tenant such contest, fully pay and charge Tenant therefor, discharge the amounts which shall be due levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and payable upon Tenant’s receipt expenses thereof or in connection therewith, and perform all acts the performance of written demand from Landlordwhich shall be ordered or decreed as a result thereof.

Permitted Contests. Notwithstanding any provision of this Lease (a) After prior written notice to the contraryLandlord and Lender, Tenant shall not be required to pay(i) pay any Imposition, (ii) comply with any Legal Requirement, or (iii) discharge or remove any tax, assessment, levy, fee, rent, charge, lien or encumbrance applicable to the Premises or the use thereof, so long as Tenant is contestingshall contest, in good faith and at its sole cost and expense, the existence, the amount or the validity thereof, provided that any such contest shall: (a) be the amount of the damages caused thereby, or the extent of its or Landlord's liability therefor, by appropriate proceedings conducted in accordance with applicable Law; which shall operate during the pendency thereof to prevent (bA) prevent the collection of of, or other realization upon upon, the tax, assessment, levy, fee, rent, charge, Imposition or lien or encumbrance so contested; , (cB) prevent the sale, forfeiture or loss of the Premises; and (d) not subject Landlord to the risk of any criminal liability or civil penalty, and provided further that any such contest may be conducted only for so long as Tenant, during the pendency of such contest, shall take any and all necessary action to prevent any deterioration or worsening of the condition giving rise to the contest that may result in any personal injury or property damage or cause any of the conditions set forth Premises, any Basic Rent, or any Additional Rent to satisfy the same or to pay any damages caused by the violation of any Legal Requirement or by any such violation, (C) any interference with the use or occupancy of any of the Premises, (D) any interference with the payment of any Basic Rent or any Additional Rent, (E) the cancellation of any fire or other insurance policy. (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 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 Lender or (iii) defeasance of its interest in the foregoing clauses Premises. (ac) through (d)Tenant agrees that each contest shall be promptly and diligently prosecuted to a final conclusion, inclusive, to no longer be satisfied. except that Tenant shall indemnify Landlord against any liability or penalty assessed against Landlord by reason of such nonpayment. Upon the termination (after final appeal) of any proceeding relating to any contest by Tenant pursuant to this Section 4.8, Tenant shall immediately pay any amount determined in such proceeding to be due or take any action ordered, and in the event Tenant fails to make such payment or take the action, Landlord shall have the right to make attempt to settle or compromise such contest through negotiations. Tenant shall pay, indemnify, defend and save Lender and Landlord harmless against any and all losses, judgments, decrees and costs (including all attorneys' fees and expenses) in connection with any such payment or take contest and shall, promptly after the action on behalf final determination of Tenant such contest, fully pay and charge Tenant therefor, discharge the amounts which shall be due levied, assessed, charged or imposed therein, together with all penalties, fines, interest and payable upon Tenant’s receipt expenses thereof, and perform all acts the performance of written demand from Landlordwhich shall be ordered as a result thereof. The obligations of Tenant under this Section 2.6 (c) shall survive the expiration or earlier termination of this Lease.

Permitted Contests. Notwithstanding any other provision of this Lease to the contraryLease, Tenant shall not be required to pay(a) pay any Imposition, or (b) discharge or remove any tax, assessment, levy, fee, rent, charge, lien referred to in Paragraph 9 or encumbrance applicable to 11 collectively the Premises or the use thereof“Permitted Violations”), so long as at the time of such non-compliance no Event of Default exists and so long as Tenant is contestingshall contest, at its sole cost and expensein good faith, the existence, amount or validity thereof, provided that any such contest shall: (a) be the amount of the damages caused thereby, or the extent of its or Landlord’s liability therefor by appropriate proceedings conducted in accordance with applicable Law; which shall operate during the pendency thereof to prevent or stay (bi) prevent the collection of of, or other realization upon upon, the tax, assessment, levy, fee, rent, charge, lien or encumbrance Permitted Violation so contested; , (cii) prevent the sale, forfeiture or loss of any of the 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 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 reasonable assurance of ability to pay or correct the Permitted Violation which is satisfactory, in Landlord’s reasonable judgment, to assure that such Permitted Violation is corrected, including all Costs, interest and (d) penalties that may be incurred or become due in connection therewith. While any proceedings which comply with the requirements of this Xxxxxxxxx 00, Xxxxxxxx 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 conditions of this Paragraph 12 are at all times complied with, has the right to attempt to settle or 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 such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or 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 a result thereof. No such contest shall subject Landlord to the risk of any civil or criminal liability or civil penalty, and provided further that any such contest may be conducted only for so long as Tenant, during the pendency of such contest, shall take any and all necessary action to prevent any deterioration or worsening of the condition giving rise to the contest that may result in any personal injury or property damage or cause any of the conditions set forth in the foregoing clauses (a) through (d), inclusive, to no longer be satisfied. Tenant shall indemnify Landlord against any liability or penalty assessed against Landlord by reason of such nonpayment. Upon the termination (after final appeal) of any proceeding relating to any contest by Tenant pursuant to this Section 4.8, Tenant shall immediately pay any amount determined in such proceeding to be due or take any action ordered, and in the event Tenant fails to make such payment or take the action, Landlord shall have the right to make any such payment or take the action on behalf of Tenant and charge Tenant therefor, which shall be due and payable upon Tenant’s receipt of written demand from Landlordliability.

Permitted Contests. Notwithstanding any other provision of this Lease to the contraryLease, Tenant shall not not, except to the extent required of Landlord under any Loan Documents, be required to pay, discharge or remove any taxlien referred to in Paragraph 11 or 13 other than Impositions (such non-compliance with the terms hereof being hereinafter referred to, assessmentcollectively, levy, fee, rent, charge, lien or encumbrance applicable to the Premises or the use thereofas "PERMITTED VIOLATIONS"), so long as (a) Tenant is contestingprovides Landlord or Lender with security reasonably satisfactory to Landlord or such Lender, (b) Tenant complies with such other requirements and conditions to contesting Permitted Violations as may be set forth in any Loan Documents, and (c) at its sole cost and expensethe time of such contest Tenant shall contest, in good faith, the existence, amount or validity thereof, provided that any such contest shall: (a) be the amount of the damages caused thereby, or the extent of its liability therefor by appropriate proceedings conducted in accordance with applicable Law; which shall operate during the pendency thereof to prevent or stay (bi) prevent the collection of of, or other realization upon upon, the tax, assessment, levy, fee, rent, charge, lien or encumbrance Permitted Violation so contested; , (cii) prevent the sale, forfeiture or loss of any of the Premises; Leased Premises or any Rent to satisfy or to pay any damages caused by any Permitted Violation, (iii) any material interference with the use or occupancy of any of the Leased Premises and (div) not subject Landlord to any interference with the risk payment of any criminal liability Rent. While any proceedings which comply with the requirements of this Paragraph 14 are pending, 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 civil penaltystay such requirement as to Landlord. Each such contest shall be promptly prosecuted by Tenant to a final conclusion, except that Tenant, so long as the conditions of this Paragraph 14 are at all times complied with, has the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay any and provided further that all losses, judgments, decrees and Costs in connection with any such contest may be conducted only for so long as Tenantand shall, during promptly after the pendency final determination of such contest, shall take any fully pay and all necessary action to prevent any deterioration or worsening of discharge the condition giving rise to the contest that may result in any personal injury or property damage or cause any of the conditions set forth in the foregoing clauses (a) through (d), inclusive, to no longer be satisfied. Tenant shall indemnify Landlord against any liability or penalty assessed against Landlord by reason of such nonpayment. Upon the termination (after final appeal) of any proceeding relating to any contest by Tenant pursuant to this Section 4.8, Tenant shall immediately pay any amount determined in such proceeding to be due or take any action ordered, and in the event Tenant fails to make such payment or take the action, Landlord shall have the right to make any such payment or take the action on behalf of Tenant and charge Tenant therefor, amounts which shall be due levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest and payable upon Tenant’s receipt Costs thereof or in connection therewith, and perform all acts the performance of written demand from Landlordwhich shall be ordered or decreed as a result thereof.

Permitted Contests. (a) Notwithstanding any provision of this Lease to the contrary, after prior written notice to Landlord and Lender, Tenant shall not be required to pay(i) pay any Tax, (ii) comply with any Legal Requirement, or (iii) discharge or remove any tax, assessment, levy, fee, rent, charge, lien or encumbrance applicable to the Premises or the use thereoflien, so long as Tenant is contestingshall contest, in good faith and at its sole cost and expense, the existence, the amount or the validity thereof, provided that any such contest shall: (a) be the amount of the damages caused thereby, or the extent of its or Landlord's liability therefor, by appropriate proceedings conducted which shall operate during the pendency thereof to prevent (v) the collection of, or other realization upon, the Tax or lien so contested, (w) the sale, forfeiture, attachment or loss of any of the Leased Premises, any Basic Rent, Additional Rent, or Non-Rent Monetary Obligations to satisfy the same or to pay any damages caused by the violation of the same, (x) any interference with the use or occupancy of any of the Leased Premises, (y) any interference with the payment of any Basic Rent, Additional Rent, or Non-Rent Monetary Obligations, and (z) the cancellation of any fire or other insurance policy. In no event shall Tenant pursue any contest with respect to any Tax, Legal Requirement, or lien referred to above in such manner that exposes Landlord, Tenant or Lender, to any criminal or civil liability, penalty or sanction. Tenant shall provide Lender or Landlord in that order, as security for such contest, an amount of cash or bond equal to 125% of the amount being contested, or other security satisfactory in the reasonable opinion of Lender or Landlord in that order, in assuring the payment, compliance, discharge, removal or other action, including all costs, attorneys' fees, interest and penalties, in the event that the contest is unsuccessful. No such security shall be required if the amount involved in the contest shall not exceed one tenth (1/10th) of one percent (1%) of the tangible net worth of Tenant, computed in accordance with applicable Law; generally accepted accounting principles consistently applied, as determined by its most recent publicly filed financial statements (b10Q and 10K) prevent if Tenant is a publicly held company. While any such proceedings are pending and the collection of required security is held by Lender or other realization upon Landlord, in that order, Lender or Landlord, as the taxcase may be, assessmentshall not have the right to pay, levyremove or cause to be discharged the Tax, fee, rent, charge, Legal Requirement or lien thereby being contested unless Landlord or encumbrance so contested; (c) prevent the sale, forfeiture Lender reasonably believes that any one or loss more of the Premises; and conditions in subdivisions (dv) through (z) shall not subject Landlord to the risk of any criminal liability or civil penalty, and provided further that any such contest may be conducted only for so long as Tenant, prevented during the pendency of the contest. Tenant further agrees that each such contest shall be promptly and diligently prosecuted to a final conclusion, except that Tenant shall, so long as all of the conditions of the first sentence of this Section 18 are at all times complied with, have the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay any and all judgments, decrees and costs (including all attorneys' fees and expenses) in connection with any such contest and shall, promptly after the final determination of such contest, fully pay and discharge the amounts which shall take be levied, assessed, charged or imposed or be determined to 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. Upon such payment, any cash deposit shall be refunded and all necessary action to prevent any deterioration outstanding bond shall be terminated. (b) Upon receipt of any supplemental xxxx, notice, or worsening of the condition giving rise similar communication in connection with a property tax reassessment relating to the contest that may result Leased Premises (in any personal injury or property damage or cause any of the conditions set forth in the foregoing clauses (a) through (deach such instance, a "Reassessment Claim"), inclusive, Landlord shall within three (3) Business Days provide Notice of such Reassessment Claim to no longer be satisfiedTenant. Tenant shall indemnify Landlord against any liability or penalty assessed against Landlord by reason of such nonpayment. Upon the termination (after final appeal) of any proceeding relating to any contest by Tenant pursuant to this Section 4.8, Tenant shall immediately pay any amount determined in such proceeding to be due or take any action ordered, and in the event Tenant fails to make such payment or take the action, Landlord shall have the right to make directly discuss with, negotiate with, or otherwise communicate with any governmental authority or agency in connection with such a Reassessment Claim. If a power of attorney is required by any governmental authority or agency to allow Tenant to contest such Reassessment Claim, Landlord shall provide Tenant with a properly executed power of attorney. Tenant shall have the right to contest the amount or validity of any such payment Reassessment Claim by appropriate legal or take administrative proceedings, conducted in good faith and with due diligence, provided that (a) Tenant complies with the action on behalf provisions of Tenant Section 18(a) with respect thereto, (b) the foregoing shall in no way be construed as relieving, modifying or extending Tenant's obligation to pay any Reassessment Claim as finally determined, and charge Tenant therefor, which (c) no part of the Leased Premises shall be due in any immediate danger of sale, forfeiture, attachment or loss. 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 therefor (including, without limitation, for the payment of any costs or expenses in connection therewith) unless Tenant agrees by agreement in form and payable upon Tenant’s receipt of written demand from substance reasonably satisfactory to Landlord, to assume and indemnify Landlord with respect to the same.

Permitted Contests. Notwithstanding any provision of this Lease Upon not less than ten (10) days’ prior written Notice to the contrary, Tenant shall not be required to pay, discharge or remove any tax, assessment, levy, fee, rent, charge, lien or encumbrance applicable to the Premises or the use thereof, so long as Tenant is contestingLandlord, at its Tenant’s sole cost and expense, Tenant may contest, by appropriate legal proceedings conducted in good faith and with due diligence, the existenceamount, amount validity or validity thereofapplication, provided that in whole or in part, of any Imposition, Legal Requirement, Insurance Requirement, lien, attachment, levy, encumbrance or charge (each, for purposes of this Section 4.2, a “Contested Violation”), and upon Tenant’s request, Landlord shall reasonably cooperate with Tenant with respect to such contest shall: at no cost or expense to Landlord; provided, however, that (a) be by appropriate if such proceedings conducted in accordance with applicable Lawrelate to a contest of an unpaid Imposition, lien, attachment, levy, encumbrance or charge 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; (b) prevent neither the collection Demised Premises, the Rent nor any part or interest in either would be in any danger of being sold, forfeited, attached or other realization upon lost pending the tax, assessment, levy, fee, rent, charge, lien or encumbrance so contestedoutcome of such proceedings; (c) prevent if such proceedings relate to a contest of a Legal Requirement, neither Landlord nor Tenant would be in any danger of any criminal or material civil liability for failure to comply therewith pending the sale, forfeiture or loss outcome of the Premisessuch proceedings; and (d) unless (i) the amount subject to such Contested Violation has already been paid in full by Tenant (under protest or otherwise) or (ii) the Guarantor Financial Covenants are then satisfied, Tenant shall provide to Landlord such security (which security shall not subject be in an amount that exceeds 110% of the amount of such Contested Violation) including, without limitation, a cash escrow or a letter of credit, as may be reasonably required by Landlord to assure that such Contested Violation shall be paid, discharged or otherwise remedied (including any interest or penalties thereon) once the risk of any criminal liability or civil penalty, applicable contest is resolved and provided further that any such contest may be conducted only for so long as Tenant, during the pendency of such contest, shall take any and all necessary action to prevent any deterioration sale or worsening forfeiture of the condition giving rise to the contest that may result in any personal injury applicable Demised Premises or property damage or cause any of the conditions set forth in the foregoing clauses (a) through (d), inclusive, to no longer be satisfied. Tenant shall indemnify Landlord against any liability or penalty assessed against Landlord Rent by reason of such nonpayment. Upon nonpayment or noncompliance (as applicable); (e) in the termination case of an Insurance Requirement, (after final appealA) the policies and coverages required under Article XI shall be maintained and (B) such insurance policies shall not be cancelled and the carriers shall not increase the rates thereunder (unless Tenant pays the amount of such increase) or issue any proceeding statement indicating that coverage will be denied; (f) Tenant shall keep Landlord reasonably informed as to the status of, and, promptly following Landlord’s request, provide Landlord with copies of all material documents and correspondence relating to any to, such proceedings; and (g) if such contest by Tenant pursuant to this Section 4.8shall be finally resolved against Landlord or Tenant, Tenant shall immediately promptly pay any the amount determined in such proceeding required to be due paid, together with all interest and penalties accrued thereon and, if applicable, promptly comply with the applicable Legal Requirement or take 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 action orderedsuch contest, and in the event Tenant fails to make such payment or take the actionand, if reasonably requested by Tenant, Landlord shall have join as a party therein and/or fully participate therein in conjunction with Tenant. The provisions of this Section 4.2 shall not be construed to permit Tenant to contest the right to make payment of Base Rent. Without limiting any other provision of this Lease, Tenant shall indemnify, defend, protect and hold Landlord and all Landlord Indemnified Parties and the Demised Premises harmless from and against any and all liabilities, costs, fees, damages, expenses, penalties, fines and charges of any kind (including reasonable attorneys’ fees, whether incurred in the enforcement of this indemnity or otherwise) that may be imposed upon Landlord, the Property and/or the Demised Premises in connection with any such payment contest and any loss resulting therefrom. Notwithstanding anything in this Section 4.2, any contest with respect to (x) any Landlord Option Property following Landlord’s exercise of the Landlord Option (or, if later, following the date that is twenty-four (24) months prior to the applicable LO Termination Date) or take (y) any Tenant Option Property following Tenant’s exercise of the action on behalf of Tenant and charge Tenant thereforOption (or, if later, following the date that is twenty-four (24) months prior to the applicable TO Termination Date) shall be subject to Landlord’s prior written consent, which shall not be due and payable upon Tenant’s receipt of written demand from Landlordunreasonably withheld, conditioned or delayed.

Permitted Contests. Notwithstanding any provision So long as no Event of this Lease Default has occurred and is continuing, after prior written notice to the contraryLandlord, Tenant shall not be required to pay(i) pay any Imposition, (ii) comply with any Legal Requirement, (iii) discharge or remove any taxlien referred to in Paragraph 9 or 12, assessment, levy, fee, rent, charge, lien or encumbrance applicable (iv) take any action with respect to the Premises or the use thereof, any violation referred to in Paragraph 11(b) so long as Tenant is contestingshall contest, in good faith and at its sole cost and expense, the existence, the amount or the validity thereof, provided that any such contest shall: (a) be the amount of the damages caused thereby, or the extent of its or Landlord's liability therefor, by appropriate proceedings conducted in accordance with applicable Law; which shall operate during the pendency thereof to prevent (bA) prevent the collection of of, or other realization upon upon, the tax, assessment, levy, fee, rent, charge, Imposition or lien or encumbrance so contested; , (cB) prevent the sale, forfeiture or loss of the Premises; and (d) not subject Landlord to the risk of any criminal liability or civil penalty, and provided further that any such contest may be conducted only for so long as Tenant, during the pendency of such contest, shall take any and all necessary action to prevent any deterioration or worsening of the condition giving rise to the contest that may result in any personal injury or property damage or cause any of the conditions set forth 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. 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 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 Lender 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 foregoing clauses (a) through (d), inclusive, to no longer be satisfiedLeased Premises. Tenant agrees that each such contest shall indemnify Landlord against any liability or penalty assessed against Landlord by reason of such nonpayment. Upon the termination (after be promptly and diligently prosecuted to a final appeal) of any proceeding relating to any contest by conclusion, except that Tenant pursuant to this Section 4.8, Tenant shall immediately pay any amount determined in such proceeding to be due or take any action ordered, and in the event Tenant fails to make such payment or take the action, Landlord shall have the right to make attempt to settle or compromise such contest through negotiations. Tenant shall pay and save Lender and Landlord harmless against any and all losses, judgments, decrees and costs (including all attorneys' fees and expenses) in connection with any such payment or take contest and shall, promptly after the action on behalf final determination of Tenant such contest, fully pay and charge Tenant therefor, discharge the amounts which shall be due levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and payable upon Tenant’s receipt expenses thereof or in connection therewith, and perform all acts the performance of written demand from Landlordwhich shall be ordered or decreed as a result thereof.

Permitted Contests. Notwithstanding any provision of this Lease to the contrary, (a) Tenant shall not be required have the right to paycontest, discharge or remove any tax, assessment, levy, fee, rent, charge, lien or encumbrance applicable to the Premises or the use thereof, so long as Tenant is contesting, in good faith and at its sole cost and expense, the existence, the amount or the validity thereof, provided that any such contest shall: (a) be the amount of the damages caused thereby, or the extent of its or Landlord’s liability therefor, by appropriate proceedings conducted in accordance with applicable Law; which shall operate during the pendency thereof to prevent (bA) prevent the collection of of, or other realization upon upon, the tax, assessment, levy, fee, rent, charge, Imposition or lien or encumbrance so contested; , (cB) prevent 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 (dE) not subject Landlord to the risk cancellation of any criminal liability fire or civil penaltyother insurance policy. Nothing herein shall discharge or excuse Tenant from payment or performance of its obligations under this Lease, any Loan Documents or Legal Requirements. Tenant shall at all times comply with all Legal Requirements in connection with such contest, including, without limitation, any and all requirements to post a bond or other security, and provided further that any and all requirements to pay the amount of such contest may be conducted only for so long as Tenant, during the pendency Impositions in advance of such contest. (b) In no event shall Tenant pursue any contest with respect to any Imposition, shall take Legal Requirement, lien, or violation, referred to above in such manner that exposes Landlord or 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 all necessary action to prevent any deterioration Lender, or worsening (iii) defeasance of the condition giving rise to the contest that may result in any personal injury or property damage or cause any of the conditions set forth its interest in the foregoing clauses Leased Premises. (ac) through (d)Tenant agrees that each such contest shall be promptly and diligently prosecuted to a final conclusion, inclusive, to no longer be satisfied. except that Tenant shall indemnify Landlord against any liability or penalty assessed against Landlord by reason of such nonpayment. Upon the termination (after final appeal) of any proceeding relating to any contest by Tenant pursuant to this Section 4.8, Tenant shall immediately pay any amount determined in such proceeding to be due or take any action ordered, and in the event Tenant fails to make such payment or take the action, Landlord shall have the right to make attempt to settle or compromise such contest through negotiations. Tenant shall pay and save Landlord and Lender harmless against any and all losses, judgments, decrees and costs (including all reasonable attorneys’ fees and expenses) in connection with any such payment or take contest and shall, promptly after the action on behalf final determination of Tenant such contest, fully pay and charge Tenant therefor, discharge the amounts which shall be due levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and payable upon Tenant’s receipt expenses thereof or in connection therewith, and perform all acts the performance of written demand from Landlordwhich shall be ordered or decreed as a result thereof.

Permitted Contests. Notwithstanding any provision of this Lease Upon not less than ten (10) days’ prior written Notice to the contrary, Tenant shall not be required to pay, discharge or remove any tax, assessment, levy, fee, rent, charge, lien or encumbrance applicable to the Premises or the use thereof, so long as Tenant is contestingLandlord, at its Tenant’s sole cost and expense, Tenant may contest, by appropriate legal proceedings conducted in good faith and with due diligence, the existenceamount, amount validity or validity thereofapplication, provided that in whole or in part, of any Imposition, Legal Requirement, Insurance Requirement, lien, attachment, levy, encumbrance or charge (each, for purposes of this Section 4.2, a “Contested Violation”), and upon Tenant’s request, Landlord shall reasonably cooperate with Tenant with respect to such contest shall: at no cost or expense to Landlord; provided, however, that (a) be by appropriate if such proceedings conducted in accordance with applicable Lawrelate to a contest of an unpaid Imposition, lien, attachment, levy, encumbrance or charge 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; (b) prevent neither the collection Demised Premises, the Rent nor any part or interest in either would be in any danger of being sold, forfeited, attached or other realization upon lost pending the tax, assessment, levy, fee, rent, charge, lien or encumbrance so contestedoutcome of such proceedings; (c) prevent if such proceedings relate to a contest of a Legal Requirement, neither Landlord nor Tenant would be in any danger of any criminal or material civil liability for failure to comply therewith pending the sale, forfeiture or loss outcome of the Premisessuch proceedings; and (d) unless (i) the amount subject to such Contested Violation has already been paid in full by Tenant (under protest or otherwise) or (ii) the Guarantor Financial Covenants are then satisfied, Tenant shall provide to Landlord such security (which security shall not subject be in an amount that exceeds 110% of the amount of such Contested Violation) including, without limitation, a cash escrow or a letter of credit, as may be reasonably required by Landlord to assure that such Contested Violation shall be paid, discharged or otherwise remedied (including any interest or penalties thereon) once the risk of any criminal liability or civil penalty, applicable contest is resolved and provided further that any such contest may be conducted only for so long as Tenant, during the pendency of such contest, shall take any and all necessary action to prevent any deterioration sale or worsening forfeiture of the condition giving rise to the contest that may result in any personal injury applicable Demised Premises or property damage or cause any of the conditions set forth in the foregoing clauses (a) through (d), inclusive, to no longer be satisfied. Tenant shall indemnify Landlord against any liability or penalty assessed against Landlord Rent by reason of such nonpayment. Upon nonpayment or noncompliance (as applicable); (e) in the termination case of an Insurance Requirement, (after final appealA) the policies and coverages required under Article XI shall be maintained and (B) such insurance policies shall not be cancelled and the carriers shall not increase the rates thereunder (unless Tenant pays the amount of such increase) or issue any proceeding statement indicating that coverage will be denied; (f) Tenant shall keep Landlord reasonably informed as to the status of, and, promptly following Landlord’s request, provide Landlord with copies of all material documents and correspondence relating to any to, such proceedings; and (g) if such contest by Tenant pursuant to this Section 4.8shall be finally resolved against Landlord or Tenant, Tenant shall immediately promptly pay any the amount determined in such proceeding required to be due paid, together with all interest and penalties accrued thereon and, if applicable, promptly comply with the applicable Legal Requirement or take 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 action orderedsuch contest, and in the event Tenant fails to make such payment or take the actionand, if reasonably requested by Tenant, Landlord shall have join as a party therein and/or fully participate therein in conjunction with Tenant. The provisions of this Section 4.2 shall not be construed to permit Tenant to contest the right to make payment of Base Rent. Without limiting any other provision of this Lease, Tenant shall indemnify, defend, protect and hold Landlord and all Landlord Indemnified Parties and the Demised Premises harmless from and against any and all liabilities, costs, fees, damages, expenses, penalties, fines and charges of any kind (including reasonable attorneys’ fees, whether incurred in the enforcement of this indemnity or otherwise) that may be imposed upon Landlord, the Property and/or the Demised Premises in connection with any such payment or take contest and any loss resulting therefrom. Notwithstanding anything in this Section 4.2, any contest with respect to any Landlord Option Property following Landlord’s exercise of the action on behalf of Tenant and charge Tenant thereforLandlord Option shall be subject to Landlord’s prior written consent, which shall not be due and payable upon Tenant’s receipt of written demand from Landlordunreasonably withheld, conditioned or delayed.

Permitted Contests. Notwithstanding any other provision of this Lease to the contraryLease, Tenant shall not be required to pay(a) pay any Imposition, (b) comply with any Legal Requirement, (c) discharge or remove any taxlien referred to in Paragraph 11 or 13, assessmentor (d) take any action with respect to any encroachment, levyviolation, feehindrance, rent, charge, lien obstruction or encumbrance applicable impairment referred to in Paragraph 12(b) (such non-compliance with the Premises terms hereof being hereinafter referred to collectively as "Permitted Violations") and may dispute or contest the use thereofsame, so long as at the time of such contest no Event of Default exists and so long as Tenant is contestingshall contest, at its sole cost and expensein good faith, the existence, amount or validity thereof, provided that any such contest shall: (a) be the amount of the damages caused thereby, or the extent of its or Landlord's liability therefor by appropriate proceedings conducted in accordance with applicable Law; which shall operate during the pendency thereof to prevent or stay (bi) prevent the collection of of, or other realization upon upon, the tax, assessment, levy, fee, rent, charge, lien or encumbrance Permitted Violation so contested; , (cii) prevent the sale, forfeiture or loss of any of the Leased 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 Leased 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 or (vi) the enforcement or execution of any injunction, order or Legal Requirement with respect to the Permitted Violation. Tenant shall provide to Landlord a bond in such amount as is reasonably required to assure that such Permitted Violation is corrected (including any interest and (d) penalties that may have been incurred in connection therewith), and any and all Costs incurred by Landlord in connection therewith shall be payable by Tenant upon Landlord's demand as Additional Rent. While any proceedings which comply with the requirements of this Paragraph 14 are pending and such bond 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. Upon the discharge of any applicable Permitted Violation, Landlord shall promptly thereafter return the required bond to Tenant. Each such contest shall be promptly and diligently prosecuted by Tenant to a final conclusion, except that Tenant, so long as the conditions of this Paragraph 14 are at all times complied with, has the right to attempt to settle or 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 such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or 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 a result thereof. No such ontest shall subject Landlord to the risk of any civil or criminal liability or civil penalty, and provided further that any such contest may be conducted only for so long as Tenant, during the pendency of such contest, shall take any and all necessary action to prevent any deterioration or worsening of the condition giving rise to the contest that may result in any personal injury or property damage or cause any of the conditions set forth in the foregoing clauses (a) through (d), inclusive, to no longer be satisfied. Tenant shall indemnify Landlord against any liability or penalty assessed against Landlord by reason of such nonpayment. Upon the termination (after final appeal) of any proceeding relating to any contest by Tenant pursuant to this Section 4.8, Tenant shall immediately pay any amount determined in such proceeding to be due or take any action ordered, and in the event Tenant fails to make such payment or take the action, Landlord shall have the right to make any such payment or take the action on behalf of Tenant and charge Tenant therefor, which shall be due and payable upon Tenant’s receipt of written demand from Landlordliability.

Permitted Contests. Notwithstanding any provision of this Lease to the contrary, Tenant The Lessee shall not be required to pay, discharge or remove (a) pay any tax, assessment, levy, fee, rentrent or charge referred to in the first paragraph of Section 6.4, charge(b) comply with any statute, law, rule, order, regulation or ordinance referred to in the second paragraph of Section 6.4, (c) discharge or remove any lien or encumbrance applicable referred to the Premises in Section 6.2 or the use thereofthird paragraph of Section 6.4, or (d) 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 the third paragraph of Section 6.1, so long as Tenant is contestingthe Lessee shall contest, in good faith and at its sole cost and expense, the existence, the amount or the validity thereof, provided that the amount of the damages caused thereby, the extent of its liability therefor or for any such contest shall: (a) be other reason, by appropriate proceedings conducted in accordance with applicable Law; which shall operate during the pendency thereof to prevent (bi) prevent the collection of of, or other realization upon upon, the tax, assessment, levy, fee, rentrent or charge or lien, charge, lien encumbrance or encumbrance charge so contested; , (cii) prevent the sale, forfeiture or loss of the Premises; Project, or any part thereof, or the Basic Rent, Additional Rent or other amounts payable by the Lessee under this Agreement to satisfy the same or to pay any damages caused by the violation of any such statute, law, rule, order, regulation or ordinance or by any such encroachment, hindrance, obstruction, violation or impairment, (iii) any interference with the use or occupancy of the Project or any part thereof, and (div) not any interference with the payment of the Basic Rent, Additional Rent or other amounts payable by the Lessee under this Agreement, or any portion thereof. The Lessee further agrees that each such contest shall be diligently prosecuted to a final conclusion. The Lessee will save the Board harmless against any and all losses, judgments, decrees and costs (including all reasonable attorneys' fees and expenses) in connection with any such contest and will, 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 be payable therein or in connection therewith, together with all penalties, fines, interests, 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. No such contest shall subject Landlord the Board or the Trustee to the risk of any criminal material civil liability or civil penaltythe risk of any criminal liability, and provided further that any the Lessee shall give such contest reasonable security to the Board and the Trustee as may be conducted only for so long as Tenant, during reasonably requested by the pendency of such contest, shall take any and all necessary action Board or the Trustee to prevent any deterioration or worsening of the condition giving rise to the contest that may result in any personal injury or property damage or cause any of the conditions set forth in insure compliance with the foregoing clauses (a) through (d), inclusive, to no longer be satisfied. Tenant shall indemnify Landlord against any liability or penalty assessed against Landlord by reason provisions of such nonpayment. Upon the termination (after final appeal) of any proceeding relating to any contest by Tenant pursuant to this Section 4.8, Tenant shall immediately pay any amount determined in such proceeding to be due or take any action ordered, and in the event Tenant fails to make such payment or take the action, Landlord shall have the right to make any such payment or take the action on behalf of Tenant and charge Tenant therefor, which shall be due and payable upon Tenant’s receipt of written demand from LandlordSection.

Permitted Contests. Notwithstanding any provision So long as Tenant shall contest, in good faith and at its expense, the existence, the amount or the validity thereof, the amount of this Lease to the contrarydamages caused thereby, or the extent of its liability therefor, by appropriate proceedings, Tenant shall not be required to pay(i) pay any Imposition or any claim by any contractor or vendor; (ii) comply with any statute, discharge law, rule, order, regulation or remove ordinance; or (iii) obtain any taxwaivers or settlements or make any changes to take any action with respect to any encroachment, assessmenthindrance, levyobstruction, fee, rent, charge, lien violation or encumbrance applicable to impairment involving the Premises or the use thereof, so long as Tenant is contesting, at its sole cost and expense, the existence, amount or validity thereofPremises, provided that (A) during the pendency of the contest there is prevented (1) the imposition (or if imposed, the continued existence) on the Premises, or any such contest shall: (a) be by appropriate proceedings conducted in accordance with applicable Lawpart thereof, or on the Minimum Rent or any Additional Rent owing to Landlord, or any portion thereof, of any levy, lien, encumbrance or charge; except to the extent the imposition or continued existence thereof is permitted pursuant to Section 15(b); (b2) prevent the collection of or other realization upon the tax, assessment, levy, fee, rent, charge, lien or encumbrance so contested; (c) prevent the sale, forfeiture or loss of the Premises, or any part thereof, or the Minimum Rent or any Additional Rent owing to Landlord, or any portion thereof; (3) any interference with the use or occupancy of the Premises or any part thereof; and (d4) any interference with the payment of the Minimum Rent or any Additional Rent, or any portion thereof, (B) Tenant provides to Landlord such security against any such lien, encumbrance or charge as Landlord shall reasonably request and (C) such contest shall not subject Landlord any Indemnified Party to the risk of any civil or criminal liability or civil penaltyliability. Tenant further agrees that it shall promptly, with due diligence and provided further that in good faith, in a commercially reasonable manner, prosecute each such contest to a final conclusion. Tenant shall in accordance with and subject to the limitations set forth in Section 14, indemnify and hold harmless the Indemnified Parties against, any and all Damages in connection with any such contest may be conducted only for so long as Tenantand shall, during promptly after the pendency final settlement, compromise or determination of such contest, shall take any fully pay and all necessary action to prevent any deterioration or worsening of discharge the condition giving rise to the contest that may result in any personal injury or property damage or cause any of the conditions set forth in the foregoing clauses (a) through (d), inclusive, to no longer be satisfied. Tenant shall indemnify Landlord against any liability or penalty assessed against Landlord by reason of such nonpayment. Upon the termination (after final appeal) of any proceeding relating to any contest by Tenant pursuant to this Section 4.8, Tenant shall immediately pay any amount determined in such proceeding to be due or take any action ordered, and in the event Tenant fails to make such payment or take the action, Landlord shall have the right to make any such payment or take the action on behalf of Tenant and charge Tenant therefor, amounts which shall be due levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together will all penalties, fines, interests, costs and payable upon Tenant’s receipt expenses thereof or in connection therewith, and perform all acts, the performance of written demand from Landlordwhich shall be ordered or decreed as a result thereof; provided, however, that nothing herein contained shall be construed to require Tenant to pay or discharge any lien, encumbrance or other charge created by any act or failure to act of Landlord or the payment of which by Tenant is not otherwise required hereunder.

Permitted Contests. (a) Notwithstanding any other provision of this Lease to the contraryLease, Tenant shall not be required to pay(i) pay any Imposition, (ii) discharge or remove any taxlien referred to in Paragraph 11 or 13 or (iii) take any action with respect to any encroachment, assessmentviolation, levyhindrance, fee, rent, charge, lien obstruction or encumbrance applicable impairment referred to in Paragraph 12(b) (such non-compliance with the Premises terms hereof being hereinafter referred to collectively as “Permitted Violations”) and may dispute or contest the use thereofsame, so long as at the time of such non-compliance the following criteria are met (collectively, the “Contest Requirements”): (A) no Event of Default with respect to the Related Premises to which the Permitted Violation pertains, exists, (B) Tenant is contestingcontests, at its sole cost and expensein good faith, the existence, amount or validity thereof, provided that any such contest shall: (a) be the amount of the damages caused thereby, or the extent of its or Landlord’s liability therefor by appropriate proceedings conducted in accordance with applicable Law; which shall operate during the pendency thereof to prevent or stay (b1) prevent the collection of of, or other realization upon upon, the tax, assessment, levy, fee, rent, charge, lien or encumbrance Permitted Violation so contested; , (c2) prevent the sale, forfeiture or loss of the Premises; and (d) not subject Landlord to the risk of any criminal liability or civil penalty, and provided further that any such contest may be conducted only for so long as Tenant, during the pendency of such contest, shall take any and all necessary action to prevent any deterioration or worsening of the condition giving rise to the contest that may result in any personal injury or property damage or cause any of the conditions set forth applicable Related Premises or any Rent to satisfy or to pay any damages caused by any Permitted Violation, (3) any material interference with the use or occupancy of any of the applicable Related Premises, (4) any interference with the payment of any Rent, or (5) the cancellation or increase in the foregoing clauses rate of any insurance policy or a statement by the carrier that coverage will be denied, and (aC) through Tenant pays to Landlord the following: (d)x) with respect to a Permitted Violation under clause (i) of Paragraph 14(a) above or clause (ii) of Paragraph 14(a) above if the contest is with respect to a sum certain, inclusivean amount sufficient to pay the amount in dispute with respect to the applicable Permitted Violation including penalties and interest assuming payment is made thirty (30) days following the date of payment by Tenant to the Landlord, which amount shall be increased by Tenant within ten (10) days of written demand by Landlord if Landlord reasonably determines in good faith that the amount theretofore paid to Landlord is no longer be satisfied. Tenant shall indemnify Landlord against any liability or penalty assessed against Landlord by reason of such nonpayment. Upon sufficient to pay the termination amount in dispute, (after final appealy) with respect to a Permitted Violation under clause (iii) of any proceeding relating Paragraph 14(a) above, or clause (ii) of Paragraph 14(a) above if the contest is not with respect to any contest a sum certain, an amount mutually agreed upon by Landlord and Tenant, each acting in good faith, which amount shall be increased by Tenant pursuant within ten (10) days of written demand by Landlord if Landlord reasonably determines in good faith that the amount theretofore paid to this Section 4.8Landlord is no longer sufficient to pay or otherwise satisfy the amount in dispute; provided, Tenant shall immediately pay any amount determined in such proceeding to be due or take any action orderedhowever, and in the event Tenant fails to make such payment or take the action, that Landlord shall have the right to make any demand such increases. If Landlord and Tenant are unable to agree upon an amount under this clause (y), Tenant shall have no right to contest the applicable Permitted Violation. (b) Landlord shall be required to pay the amount(s) paid by Tenant to Landlord pursuant to Paragraph 14(a) above to the applicable Person or governmental authority upon the written request of Tenant. If Tenant does not request such payment be made, Landlord shall only have the right to pay the amount(s) paid by Tenant pursuant to Paragraph 14(a) above to the applicable Person or take governmental authority if at any time following such payment by Tenant to Landlord, any of the action on behalf of Tenant and charge Tenant therefor, which shall be due and payable upon Tenant’s receipt of written demand from LandlordContest Requirements are no longer satisfied.

Permitted Contests. Notwithstanding any other provision of this Lease to the contraryLease, Tenant shall not be required to pay(a) pay any Imposition, (b) discharge or remove any taxlien referred to in Section 11 or 13 or (c) take any action with respect to any encroachment, assessmentviolation, levyhindrance, fee, rent, charge, lien obstruction or encumbrance applicable impairment referred to in Section 12(b) (such non-compliance with the Premises or the use thereofterms hereof being hereinafter referred to collectively as “Permitted Violations”), so long as at the time of such contest no Event of Default exists and so long as Tenant is contestingshall contest, at its sole cost and expensein good faith, the existence, amount or validity thereof, provided that any such contest shall: (a) be the amount of the damages caused thereby, or the extent of its or Landlord’s liability therefor by appropriate proceedings conducted in accordance with applicable Law; which shall operate during the pendency thereof to prevent or stay (bi) prevent the collection of of, or other realization upon upon, the tax, assessment, levy, fee, rent, charge, lien or encumbrance Permitted Violation so contested; , (cii) prevent the sale, forfeiture or loss of any of the Leased 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 Leased 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 (d) penalties that may be incurred or become due in connection therewith. While any proceedings which comply with the requirements of this Section 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 conditions of this Section 14 are at all times complied with, has the right to attempt to settle or 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 such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or 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 a result thereof. No such contest shall subject Landlord to the risk of any civil or criminal liability or civil penalty, and provided further that any such contest may be conducted only for so long as Tenant, during the pendency of such contest, shall take any and all necessary action to prevent any deterioration or worsening of the condition giving rise to the contest that may result in any personal injury or property damage or cause any of the conditions set forth in the foregoing clauses (a) through (d), inclusive, to no longer be satisfied. Tenant shall indemnify Landlord against any liability or penalty assessed against Landlord by reason of such nonpayment. Upon the termination (after final appeal) of any proceeding relating to any contest by Tenant pursuant to this Section 4.8, Tenant shall immediately pay any amount determined in such proceeding to be due or take any action ordered, and in the event Tenant fails to make such payment or take the action, Landlord shall have the right to make any such payment or take the action on behalf of Tenant and charge Tenant therefor, which shall be due and payable upon Tenant’s receipt of written demand from Landlordliability.

Permitted Contests. Notwithstanding any other provision of ------------------ this Lease to the contraryLease, Tenant shall not be required to pay(a) pay any Imposition, (b) discharge or remove any taxlien referred to in Paragraph 11 or 13 or (c) take any action with respect to any encroachment, assessmentviolation, levyhindrance, feeobstruction or impairment referred to in Paragraph 12(b) (such non-compliance with the terms hereof being hereinafter referred to collectively as "Permitted Violations"), rent, charge, lien or encumbrance applicable to so -------------------- long as at the Premises or the use thereof, time of such contest no Event of Default exists and so long as Tenant is contestingshall contest, at its sole cost and expensein good faith, the existence, amount or validity thereof, provided that any such contest shall: (a) be the amount of the damages caused thereby, or the extent of its or Landlord's liability therefor by appropriate proceedings conducted in accordance with applicable Law; which shall operate during the pendency thereof to prevent or stay (bi) prevent the collection of of, or other realization upon upon, the tax, assessment, levy, fee, rent, charge, lien or encumbrance Permitted Violation so contested; , (cii) prevent the sale, forfeiture or loss of any of the Leased 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 Leased 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. If the Cost of the Permitted Violation is in excess of $ 100,000 or if required by Lender or applicable Law irrespective of the Cost, 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 (d) 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 conditions of this Paragraph 14 are at all times complied with, has the right to attempt to settle or 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 such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or 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 a result thereof. No such contest shall subject Landlord to the risk of any civil or criminal liability or civil penalty, and provided further that any such contest may be conducted only for so long as Tenant, during the pendency of such contest, shall take any and all necessary action to prevent any deterioration or worsening of the condition giving rise to the contest that may result in any personal injury or property damage or cause any of the conditions set forth in the foregoing clauses (a) through (d), inclusive, to no longer be satisfied. Tenant shall indemnify Landlord against any liability or penalty assessed against Landlord by reason of such nonpayment. Upon the termination (after final appeal) of any proceeding relating to any contest by Tenant pursuant to this Section 4.8, Tenant shall immediately pay any amount determined in such proceeding to be due or take any action ordered, and in the event Tenant fails to make such payment or take the action, Landlord shall have the right to make any such payment or take the action on behalf of Tenant and charge Tenant therefor, which shall be due and payable upon Tenant’s receipt of written demand from Landlordliability.

Permitted Contests. Notwithstanding any provision (a) So long as no Event of this Lease Default has occurred and is continuing, after prior written notice to the contraryLandlord, Tenant shall not be required to pay(i) pay any Imposition, (ii) comply with any Legal Requirement, (iii) discharge or remove any taxLien referred to in Paragraphs 9 or 12, assessment, levy, fee, rent, charge, lien or encumbrance applicable (iv) take any action with respect to the Premises or the use thereofany violation referred to in Paragraph 11(b), so long as (A) in the event the matter at hand is in respect of a liability exceeding Two Hundred Fifty Thousand and 00/100 Dollars ($250,000) Tenant shall first deposit (pursuant to a commercially reasonable written agreement) with Lender (or Landlord if there is contestingno Lender) cash, a bond, or other security acceptable to Lender in the amount of 125% of the amount (or reasonably estimated amount, if no exact amount is ascertainable) to be contested by Tenant, and (B) Tenant shall contest, in good faith and at its sole cost and expense, the existence, the amount or the validity thereof, provided that any such contest shall: (a) be the amount of the damages caused thereby, or the extent of its or Landlord’s liability therefor, by appropriate proceedings conducted in accordance with applicable Law; which shall operate during the pendency thereof to prevent (b1) prevent the collection of of, or other realization upon upon, the tax, assessment, levy, fee, rent, charge, lien Imposition or encumbrance Lien so contested; , (c2) prevent the sale, forfeiture or loss of any of the Leased Premises; and (d) not subject Landlord , any Basic Rent or any Additional Rent to satisfy the risk same or to pay any damages caused by the violation of any criminal liability such Legal Requirement or civil penaltyby any such violation, and provided further that (3) any interference with the use or occupancy of any of the Leased Premises, (4) any interference with the payment of any Basic Rent or any Additional Rent, (5) any such contest may and/or settlement shall not result in the increase in the Impositions due or result in greater liability (other than any interest, penalty or the like to be conducted only paid by Tenant if the contest is unsuccessful) with respect to any Legal Requirement and (6) the cancellation of any fire or other insurance policy. (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 to (i) criminal liability, penalty or sanction, (ii) any civil liability, penalty or sanction for so long as which Tenant has not made provisions reasonably acceptable to Landlord to pay at Tenant, during ’s expense or (iii) defeasance of its interest (including the pendency subordination of the Lien of any Mortgage to a Lien to which such Mortgage is not otherwise subordinate prior to such contest, shall take any and all necessary action to prevent any deterioration or worsening of the condition giving rise to the contest that may result in any personal injury or property damage or cause any of the conditions set forth ) in the foregoing clauses Leased Premises. (ac) through (d)Tenant agrees that each such contest shall be promptly and diligently prosecuted to a final conclusion, inclusive, to no longer be satisfied. except that Tenant shall indemnify Landlord against any liability or penalty assessed against Landlord by reason of such nonpayment. Upon the termination (after final appeal) of any proceeding relating to any contest by Tenant pursuant to this Section 4.8, Tenant shall immediately pay any amount determined in such proceeding to be due or take any action ordered, and in the event Tenant fails to make such payment or take the action, Landlord shall have the right to make attempt to settle or compromise such contest through negotiations. Tenant shall pay, protect, defend, indemnify, save and keep harmless each Indemnitee from and against any and all Claims in connection with any such payment or take contest and shall, promptly after the action on behalf final determination of Tenant such contest, fully pay and charge Tenant therefor, discharge the amounts which shall be due levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and payable upon Tenant’s receipt expenses thereof or in connection therewith, and perform all acts the performance of written demand from Landlordwhich shall be ordered or decreed as a result thereof.

Permitted Contests. Notwithstanding any provision of this Lease (a) After prior written notice to the contraryLandlord and Lender, Tenant shall not be required to pay(i) pay any Imposition, (ii) comply with any Legal Requirement, or (iii) discharge or remove any tax, assessment, levy, fee, rent, charge, lien or encumbrance applicable to the Premises or the use thereof, so long as Tenant is contestingshall contest, in good faith and at its sole cost and expense, the existence, the amount or the validity thereof, provided that any such contest shall: (a) be the amount of the damages caused thereby, or the extent of its or Landlord's liability therefor, by appropriate proceedings conducted in accordance with applicable Law; which shall operate during the pendency thereof to prevent (bA) prevent the collection of of, or other realization upon upon, the tax, assessment, levy, fee, rent, charge, Imposition or lien or encumbrance so contested; , (cB) prevent the sale, forfeiture or loss of the Premises; and (d) not subject Landlord to the risk of any criminal liability or civil penalty, and provided further that any such contest may be conducted only for so long as Tenant, during the pendency of such contest, shall take any and all necessary action to prevent any deterioration or worsening of the condition giving rise to the contest that may result in any personal injury or property damage or cause any of the conditions set forth Premises, any Basic Rent, or any Additional Rent to satisfy the same or to pay any damages caused by the violation of any Legal Requirement or by any such violation, (C) any interference with the use or occupancy of any of the premises, (D) any interference with the payment of any Basic Rent or any Additional Rent, (E) the cancellation of any fire or other insurance policy. (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 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 Lender or (iii) defeasance of its interest in the foregoing clauses Premises. (ac) through (d)Tenant agrees that each contest shall be promptly and diligently prosecuted to a final conclusion, inclusive, to no longer be satisfied. except that Tenant shall indemnify Landlord against any liability or penalty assessed against Landlord by reason of such nonpayment. Upon the termination (after final appeal) of any proceeding relating to any contest by Tenant pursuant to this Section 4.8, Tenant shall immediately pay any amount determined in such proceeding to be due or take any action ordered, and in the event Tenant fails to make such payment or take the action, Landlord shall have the right to make attempt to settle or compromise such contest through negotiations. Tenant shall pay, indemnify, defend and save Lender and Landlord harmless against any and all losses, judgments, decrees and costs (including all attorneys' fees and expenses) in connection with any such payment or take contest and shall, promptly after the action on behalf final determination of Tenant such contest, fully pay and charge Tenant therefor, discharge the amounts which shall be due levied, assessed, charged or imposed therein, together with all penalties, fines, interest and payable upon Tenant’s receipt expenses thereof, and perform all acts the performance of written demand from Landlordwhich shall be ordered as a result thereof. The obligations of Tenant under this Section 2.6(c) shall survive the expiration or earlier termination of this Lease.

Permitted Contests. Notwithstanding any other provision of this Lease to the contrary, Tenant shall not be required to pay(i) pay any Imposition, or (ii) discharge or remove any taxlien, assessment, levy, fee, rent, charge, lien encumbrance or encumbrance applicable charge referred to the Premises in Paragraph 10 or the use thereof12, so long as Tenant is contestingshall contest, in good faith and at its sole cost and 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 any such contest shall: shall operate at all times during the pendency thereof to prevent (ai) be by appropriate proceedings conducted in accordance with applicable Law; (b) prevent the collection of of, or other realization upon, the sums payable to satisfy any Imposition or lien, encumbrance or other charge so contested, (ii) the sale, forfeiture or loss of the Leased Premises, or any part thereof, or any interest therein or Basic Rent or any Additional Rent, or any portion thereof, (iii) any interference with the use or occupancy of the Leased Premises or any part thereof, (iv) any interference with the payment of Basic Rent or any Additional Rent, or any portion thereof, (v) the cancellation of any fire or other insurance policy, unless such policy is replaced prior to its cancellation by another policy complying with the provisions of this Lease, and (vi) the imposition of any civil or criminal liability upon Landlord. While any such proceedings are pending, Landlord shall not have the right to pay, remove or cause to be discharged the tax, assessment, levy, fee, rentrent or charge or lien, chargeencumbrance or charge thereby being contested, lien or encumbrance so contested; (c) prevent the sale, forfeiture or loss of the Premises; and (d) not subject Landlord to the risk of any criminal liability or civil penalty, and provided further that any such contest may be conducted only for so long as Tenant, during the pendency of such contest, shall take any and all necessary action to prevent any deterioration or worsening of the condition giving rise to the contest that may result in any personal injury or property damage or cause any of the conditions set forth in the foregoing clauses (a) through (d), inclusive, to no longer be satisfied. Tenant shall indemnify Landlord against any liability or penalty assessed against Landlord by reason of such nonpayment. Upon the termination (after final appeal) of any proceeding relating to any contest by Tenant pursuant to this Section 4.8, Tenant shall immediately pay any amount determined in such proceeding to be due or take any action ordered, and in the event Tenant fails to make such payment or take the action, Landlord shall have the right to make any require Tenant to establish reasonable reserves for such payment or take liabilities being contested if the action on behalf of Landlord reasonably determines such reserves to be necessary. Tenant and charge Tenant therefor, which shall be due and payable upon Tenant’s receipt of written demand from Landlord.further agrees to give Landlord prompt notice of

Permitted Contests. Notwithstanding any provision (a) So long as no Event of this Lease Default has occurred and is continuing, after prior written notice to the contraryLandlord, Tenant shall not be required to pay(i) pay any Imposition, (ii) comply with any Legal Requirement, (iii) discharge or remove any taxLien referred to in Paragraph 9 or 12, assessment, levy, fee, rent, charge, lien or encumbrance applicable (iv) take any action with respect to the Premises or the use thereof, any violation referred to in Paragraph 11(b) so long as Tenant is contestingshall contest, in good faith and at its sole cost and expense, the existence, the amount or the validity thereof, provided that any such contest shall: (a) be the amount of the damages caused thereby, or the extent of its or Landlord’s liability therefor, by appropriate proceedings conducted in accordance with applicable Law; which shall operate during the pendency thereof to prevent (bA) prevent the collection of of, or other realization upon upon, the tax, assessment, levy, fee, rent, charge, lien Imposition or encumbrance Lien so contested; , (cB) prevent 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 (dE) not subject Landlord to the risk cancellation of any criminal liability or civil penaltyinsurance policy; provided that, and provided further that notwithstanding the foregoing, no prior written notice shall be required to be delivered to Landlord with respect to any matter described in clauses (i) through (iv) for which the amount at issue is less than $100,000. Landlord shall reasonably cooperate with Tenant in connection with any such contest at Tenant’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 be conducted only for so long as Tenant, during include the pendency 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, shall take any and all necessary action to prevent any deterioration or worsening of the condition giving rise to the contest that may result in any personal injury or property damage or cause any of the conditions set forth ) in the foregoing clauses Leased Premises. (ac) through (d)Tenant agrees that each such contest shall be promptly and diligently prosecuted to a final conclusion, inclusive, to no longer be satisfied. except that Tenant shall indemnify Landlord against any liability or penalty assessed against Landlord by reason of such nonpayment. Upon the termination (after final appeal) of any proceeding relating to any contest by Tenant pursuant to this Section 4.8, Tenant shall immediately pay any amount determined in such proceeding to be due or take any action ordered, and in the event Tenant fails to make such payment or take the action, Landlord shall have the right to make attempt to settle or compromise such contest through negotiations. If requested by Landlord, Tenant shall deliver a bond, cash collateral or other 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 losses, judgments, decrees and costs (including all reasonable attorneys’ fees and expenses) in connection with any such payment or take contest and shall, promptly after the action on behalf final determination of Tenant such contest, fully pay and charge Tenant therefor, discharge the amounts which shall be due levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and payable upon Tenant’s receipt expenses thereof or in connection therewith, and perform all acts the performance of written demand from Landlordwhich shall be ordered or decreed as a result thereof.

Permitted Contests. Notwithstanding any provision of this Lease (a) After prior written notice to the contraryLandlord, Tenant shall not be required to pay(i) pay any Imposition, (ii) comply with any Legal Requirement, (iii) discharge or remove any taxlien referred to in Paragraphs 9 or 12, assessment, levy, fee, rent, charge, lien or encumbrance applicable (iv) take any action with respect to the Premises or the use thereof, any violation referred to in Paragraph 11(b) so long as Tenant is contestingshall contest, in good faith and at its sole cost and expense, the existence, the amount or the validity thereof, provided that any such contest shall: (a) be the amount of the damages caused thereby, or the extent of its or Landlord's liability therefor, by appropriate proceedings conducted in accordance with applicable Law; which shall operate during the pendency thereof to prevent (bA) prevent the collection of of, or other realization upon upon, the tax, assessment, levy, fee, rent, charge, Imposition or lien or encumbrance so contested; , (cB) prevent the sale, forfeiture or loss of the Premises; and (d) not subject Landlord to the risk of any criminal liability or civil penalty, and provided further that any such contest may be conducted only for so long as Tenant, during the pendency of such contest, shall take any and all necessary action to prevent any deterioration or worsening of the condition giving rise to the contest that may result in any personal injury or property damage or cause any of the conditions set forth 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 unless prior to the effective date of such cancellation, the policy is replaced by a substitute policy that complies with the requirements of this Lease. Subject to the foregoing, and at no cost to Landlord, Landlord shall fully cooperate with the commencement and prosecution of any such contest. (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 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 Lender or (iii) defeasance of its interest in the foregoing clauses Leased Premises. (ac) through (d)Tenant agrees that each such contest shall be promptly and diligently prosecuted to a final conclusion, inclusive, to no longer be satisfied. except that Tenant shall indemnify Landlord against any liability or penalty assessed against Landlord by reason of such nonpayment. Upon the termination (after final appeal) of any proceeding relating to any contest by Tenant pursuant to this Section 4.8, Tenant shall immediately pay any amount determined in such proceeding to be due or take any action ordered, and in the event Tenant fails to make such payment or take the action, Landlord shall have the right to make attempt to settle or compromise such contest through negotiations. Tenant shall pay and save 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 payment or take contest and shall, promptly after the action on behalf final determination of Tenant such contest, fully pay and charge Tenant therefor, discharge the amounts which shall be due levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and payable upon Tenant’s receipt expenses thereof or in connection therewith, and perform all acts the performance of written demand from Landlordwhich shall be ordered or decreed as a result thereof.

Permitted Contests. Notwithstanding any provision (a) So long as no Event of this Lease Default has occurred and is continuing, after prior written notice to the contraryLandlord, Tenant shall not be required to pay(i) pay any Imposition, (ii) comply with any Legal Requirement, (iii) discharge or remove any taxlien referred to in Paragraph 9 or 12, assessment, levy, fee, rent, charge, lien or encumbrance applicable (iv) take any action with respect to the Premises or the use thereof, any violation referred to in Paragraph 11(b) so long as Tenant is contestingshall contest, in good faith and at its sole cost and expense, the existence, the amount or the validity thereof, provided that any such contest shall: (a) be the amount of the damages caused thereby, or the extent of its or Landlord's liability therefor, by appropriate proceedings conducted in accordance with applicable Law; which shall operate during the pendency thereof to prevent (bA) prevent the collection of of, or other realization upon upon, the tax, assessment, levy, fee, rent, charge, Imposition or lien or encumbrance so contested; , (cB) prevent the sale, forfeiture or loss of the Premises; and (d) not subject Landlord to the risk of any criminal liability or civil penalty, and provided further that any such contest may be conducted only for so long as Tenant, during the pendency of such contest, shall take any and all necessary action to prevent any deterioration or worsening of the condition giving rise to the contest that may result in any personal injury or property damage or cause any of the conditions set forth 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. (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 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 Lender 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 foregoing clauses Leased Premises. (ac) through (d)Tenant agrees that each such contest shall be promptly and diligently prosecuted to a final conclusion, inclusive, to no longer be satisfied. except that Tenant shall indemnify Landlord against any liability or penalty assessed against Landlord by reason of such nonpayment. Upon the termination (after final appeal) of any proceeding relating to any contest by Tenant pursuant to this Section 4.8, Tenant shall immediately pay any amount determined in such proceeding to be due or take any action ordered, and in the event Tenant fails to make such payment or take the action, Landlord shall have the right to make attempt to settle or compromise such contest through negotiations. Tenant shall pay and save Lender and Landlord harmless against any and all losses, judgments, decrees and costs (including all attorneys' fees and expenses) in connection with any such payment or take contest and shall, promptly after the action on behalf final determination of Tenant such contest, fully pay and charge Tenant therefor, discharge the amounts which shall be due levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and payable upon Tenant’s receipt expenses thereof or in connection therewith, and perform all acts the performance of written demand from Landlordwhich shall be ordered or decreed as a result thereof.

Permitted Contests. Notwithstanding any provision of this Lease 18.1 After prior written notice to the contraryLandlord, Tenant shall not be required to pay(a) pay any Imposition, (b) comply with any Legal Requirement (c) discharge or remove any taxlien referred to in Sections 9 or 12, assessment, levy, fee, rent, charge, lien or encumbrance applicable (d) take any action with respect to the Premises or the use thereof, any violation referred to in Section 11.1 so long as Tenant is contestingshall contest, in good faith and at its sole cost and expense, the existence, the amount or the validity thereof, provided that any such contest shall: (a) be the amount of the damages caused thereby, or the extent of its or Landlord's liability therefor, by appropriate proceedings, which proceedings conducted in accordance with applicable Law; shall during the pendency thereof operate to prevent (bi) prevent the collection of of, or other realization upon upon, the tax, assessment, levy, fee, rent, charge, Imposition or lien or encumbrance so contested; , (cii) prevent 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, (iii) any interference with the use or occupancy of any of the Leased Premises, (iv) any interference with the payment of any Basic Rent or any Additional Rent, and (dv) not subject Landlord the cancellation of any fire or other insurance policy unless prior to the risk effective date of any criminal liability or civil penaltysuch cancellation, the policy is replaced by a substitute policy that complies with the requirements of this Lease. Subject to the foregoing, and provided further at no cost or liability to Landlord, Landlord shall to the extent necessary to enable Tenant to initiate and process such contest, join in such contest and cooperate with Tenant with respect thereto. 18.2 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 Lender to (a) criminal liability, penalty or sanction, (b) any civil liability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlord and Lender or (c) defeasance of its interest in the Leased Premises. 18.3 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 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 may be conducted only for so long as Tenantand shall, during promptly after the pendency final determination of such contest, shall take any fully pay and all necessary action to prevent any deterioration or worsening of discharge the condition giving rise to the contest that may result in any personal injury or property damage or cause any of the conditions set forth in the foregoing clauses (a) through (d), inclusive, to no longer be satisfied. Tenant shall indemnify Landlord against any liability or penalty assessed against Landlord by reason of such nonpayment. Upon the termination (after final appeal) of any proceeding relating to any contest by Tenant pursuant to this Section 4.8, Tenant shall immediately pay any amount determined in such proceeding to be due or take any action ordered, and in the event Tenant fails to make such payment or take the action, Landlord shall have the right to make any such payment or take the action on behalf of Tenant and charge Tenant therefor, amounts which shall be due levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and payable upon Tenant’s receipt expenses thereof or in connection therewith, and perform all acts the performance of written demand from Landlordwhich shall be ordered or decreed as a result thereof.

Permitted Contests. Notwithstanding any provision of this Lease to the contrary, after prior written notice to Landlord, Tenant shall not be required to pay(i) pay any Tax, (ii) comply with any Legal Requirement, or (iii) discharge or remove any tax, assessment, levy, fee, rent, charge, lien or encumbrance applicable to the Premises or the use thereoflien, so long as Tenant is contestingshall contest, in good faith and at its sole cost and expense, the existence, the amount or the validity thereof, provided that any such contest shall: (a) be the amount of the damages caused thereby, or the extent of its or Landlord’s liability therefor, by appropriate proceedings conducted in accordance with applicable Law; which shall operate during the pendency thereof to prevent (bv) prevent the collection of of, or other realization upon upon, the tax, assessment, levy, fee, rent, charge, Tax or lien or encumbrance so contested; , (cw) prevent 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 the same, (x) any interference with the use or occupancy of any of the Leased Premises, (y) any interference with the payment of any Basic Rent or any Additional Rent, and (dz) not subject Landlord to the risk cancellation of any fire or other insurance policy. In no event shall Tenant pursue any contest with respect to any Tax, Legal Requirement, or lien referred to above in such manner that exposes Landlord, to any criminal liability or material civil penaltyliability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlord and Lender. Tenant shall be deemed to have made provisions reasonably acceptable to Landlord if Tenant shall have provided further Landlord as security for such contest, an amount of cash or bond equal to 125% of the amount being contested, or other security satisfactory in the reasonable opinion of Landlord , in assuring the payment, compliance, discharge, removal or other action, including all costs, attorneys’ fees, interest and penalties, in the event that the contest is unsuccessful. No such security shall be required if the amount involved in the contest shall not exceed one tenth (1/10th) of one percent (1%) of the tangible net worth of Tenant, computed in accordance with generally accepted accounting principles consistently applied, as determined by its most recent publicly filed financial statements (10Q and 10K). While any such proceedings are pending and the required security is held by Landlord, Landlord, shall not have the right to pay, remove or cause to be discharged the Tax, Legal Requirement or lien thereby being contested unless Landlord reasonably believes that any such contest may one or more of the conditions in subdivisions (v) through (z) shall not be conducted only for so long as Tenant, prevented during the pendency of the contest. Tenant further agrees that each such contestcontest shall be promptly and diligently prosecuted to a final conclusion, shall take any and except that Tenant shall, so long as all necessary action to prevent any deterioration or worsening of the condition giving rise to the contest that may result in any personal injury or property damage or cause any of the conditions set forth in of the foregoing clauses (a) through (d)first sentence of this Paragraph 18 are at all times complied with, inclusive, to no longer be satisfied. Tenant shall indemnify Landlord against any liability or penalty assessed against Landlord by reason of such nonpayment. Upon the termination (after final appeal) of any proceeding relating to any contest by Tenant pursuant to this Section 4.8, Tenant shall immediately pay any amount determined in such proceeding to be due or take any action ordered, and in the event Tenant fails to make such payment or take the action, Landlord shall have the right to make attempt to settle or compromise such contest through negotiations and, in any event, any and all such contests shall be prosecuted to a final conclusion prior to the end of Lease Term. Tenant shall pay any and all judgments, decrees and costs (including costs incurred by Landlord) (including all attorneys’ fees and expenses) in connection with any such payment or take contest and shall, promptly after the action on behalf final determination of Tenant such contest, fully pay and charge Tenant therefor, discharge the amounts which shall be due levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and payable upon Tenant’s receipt expenses thereof or in connection therewith, and perform all acts the performance of written demand from Landlordwhich shall be ordered or decreed as a result thereof.

Permitted Contests. Notwithstanding any other provision of this Lease to the contrary, Tenant shall not be required to pay(i) pay any Imposition, or (ii) discharge or remove any taxlien, assessment, levy, fee, rent, charge, lien encumbrance or encumbrance applicable charge referred to the Premises in Paragraph 10 or the use thereof12, so long as Tenant is contestingshall contest, in good faith and at its sole cost and 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 any such contest shall: shall operate at all times during the pendency thereof to prevent (ai) be by appropriate proceedings conducted in accordance with applicable Law; (b) prevent the collection of of, or other realization upon, the sums payable to satisfy any Imposition or lien, encumbrance or other charge so contested, (ii) the sale, forfeiture or loss of the Leased Premises, or any part thereof, or any interest therein or Basic Rent or any Additional Rent, or any portion thereof, (iii) any interference with the use or occupancy of the Leased Premises or any part thereof, (iv) any interference with the payment of Basic Rent or any Additional Rent, or any portion thereof, (v) the cancellation of any fire or other insurance policy, unless such policy is replaced prior to its cancellation by another policy complying with the provisions of this Lease, and (vi) the imposition of any civil or criminal liability upon Landlord. While any such proceedings are pending, Landlord shall not have the right to pay, remove or cause to be discharged the tax, assessment, levy, fee, rentrent or charge or lien, chargeencumbrance or charge thereby being contested, lien or encumbrance so contested; (c) prevent the sale, forfeiture or loss of the Premises; and (d) not subject Landlord to the risk of any criminal liability or civil penalty, and provided further that any such contest may be conducted only for so long as Tenant, during the pendency of such contest, shall take any and all necessary action to prevent any deterioration or worsening of the condition giving rise to the contest that may result in any personal injury or property damage or cause any of the conditions set forth in the foregoing clauses (a) through (d), inclusive, to no longer be satisfied. Tenant shall indemnify Landlord against any liability or penalty assessed against Landlord by reason of such nonpayment. Upon the termination (after final appeal) of any proceeding relating to any contest by Tenant pursuant to this Section 4.8, Tenant shall immediately pay any amount determined in such proceeding to be due or take any action ordered, and in the event Tenant fails to make such payment or take the action, Landlord shall have the right to make require Tenant to establish reasonable reserves for such liabilities being contested if the Landlord reasonably determines such reserves to be necessary. Tenant further agrees to give Landlord prompt notice of Tenant’s intention to contest any Imposition and that each such contest shall be promptly prosecuted to a final conclusion. Tenant will pay, and save Landlord harmless against, any and all losses, judgments, decrees and costs (including all reasonable attorneys’ fees and expenses) in connection with any such payment contest and will, promptly after the final settlement, compromise or take determination of such contest, fully pay and discharge the action on behalf of Tenant and charge Tenant therefor, amounts which shall be due levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interests, costs and payable upon Tenant’s receipt expenses thereof or in connection therewith, and perform all acts the performance of written demand from Landlordwhich shall be ordered or decreed as a result thereof.

Permitted Contests. Notwithstanding any other provision of this Lease to the contraryLease, Tenant shall not be required to pay(a) pay any Imposition, (b) discharge or remove any taxlien referred to in Paragraph 11 or 13 or (c) take any action with respect to any encroachment, assessmentviolation, levyhindrance, fee, rent, charge, lien obstruction or encumbrance applicable impairment referred to in Paragraph 12(b) (such non-compliance with the Premises or the use thereofterms hereof being hereinafter referred to collectively as "Permitted Violations"), so long as at the time of such contest no Event of Default exists and so long as Tenant is contestingshall contest, at its sole cost and expensein good faith, the existence, amount or validity thereof, provided that any such contest shall: (a) be the amount of the damages caused thereby, or the extent of its or Landlord's liability therefor by appropriate proceedings conducted in accordance with applicable Law; which shall operate during the pendency thereof to prevent or stay (bi) prevent the collection of of, or other realization upon upon, the tax, assessment, levy, fee, rent, charge, lien or encumbrance Permitted Violation so contested; , (cii) prevent the sale, forfeiture or loss of any of the Leased 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 Leased 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 (d) 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 conditions of this Paragraph 14 are at all times complied with, has the right to attempt to settle or 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 such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or 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 a result thereof. No such contest shall subject Landlord to the risk of any civil or criminal liability or civil penalty, and provided further that any such contest may be conducted only for so long as Tenant, during the pendency of such contest, shall take any and all necessary action to prevent any deterioration or worsening of the condition giving rise to the contest that may result in any personal injury or property damage or cause any of the conditions set forth in the foregoing clauses (a) through (d), inclusive, to no longer be satisfied. Tenant shall indemnify Landlord against any liability or penalty assessed against Landlord by reason of such nonpayment. Upon the termination (after final appeal) of any proceeding relating to any contest by Tenant pursuant to this Section 4.8, Tenant shall immediately pay any amount determined in such proceeding to be due or take any action ordered, and in the event Tenant fails to make such payment or take the action, Landlord shall have the right to make any such payment or take the action on behalf of Tenant and charge Tenant therefor, which shall be due and payable upon Tenant’s receipt of written demand from Landlordliability.

Permitted Contests. Notwithstanding any other provision of this Lease to the contraryLease, Tenant shall not be required to pay(a) pay any Imposition, (b) discharge or remove any taxlien referred to in Paragraph 11 or 13 or (c) take any action with respect to any encroachment, assessmentviolation, levyhindrance, fee, rent, charge, lien obstruction or encumbrance applicable impairment referred to in Paragraph 12(b) (such non-compliance with the Premises or the use thereofterms hereof being hereinafter referred to collectively as "Permitted Violations"), so long as at the time of such contest no Event of Default exists and so long as Tenant is contestingshall contest, at its sole cost and expensein good faith, the existence, amount or validity thereof, provided that any such contest shall: (a) be the amount of the damages caused thereby, or the extent of its or Landlord's liability therefor by appropriate proceedings conducted in accordance with applicable Law; which shall operate during the pendency thereof to prevent or stay (bi) prevent the collection of of, or other realization upon upon, the tax, assessment, levy, fee, rent, charge, lien or encumbrance Permitted Violation so contested; , (cii) prevent the sale, forfeiture or loss of the Premises; and (d) not subject Landlord to the risk of any criminal liability or civil penalty, and provided further that any such contest may be conducted only for so long as Tenant, during the pendency of such contest, shall take any and all necessary action to prevent any deterioration or worsening of the condition giving rise to the contest that may result in any personal injury or property damage or cause any of the conditions set forth Leased 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 Leased Premises, (iv) any interference with the payment of any Rent, or (v) the cancellation or increase in the foregoing clauses (a) through (d), inclusive, to no longer be satisfied. Tenant shall indemnify Landlord against any liability or penalty assessed against Landlord by reason of such nonpayment. Upon the termination (after final appeal) rate of any proceeding relating insurance policy or a statement by the carrier that coverage will be denied. If the Permitted Violation is the imposition of a lien under Paragraph 11 or 13 and in the reasonable judgment of Landlord or Lender the costs to pay or correct any contest such Permitted Violation is in excess of $50,000 or if required by Tenant pursuant to this Section 4.8Law, Tenant shall immediately pay any amount determined provide Landlord security which is satisfactory, in Landlord's reasonable judgment, to assure that such proceeding to be due or take any action ordered, and in the event Tenant fails to make such payment or take the action, Landlord shall have the right to make any such payment or take the action on behalf of Tenant and charge Tenant therefor, which shall be due and payable upon Tenant’s receipt of written demand from Landlord.Permitted Violation is corrected,

Permitted Contests. Notwithstanding any other provision of this Lease to the contraryLease, Tenant shall not be required to pay(a) pay any Imposition, (b) discharge or remove any taxlien referred to in Paragraph 11 or 13 or (c) take any action with respect to any encroachment, assessmentviolation, levyhindrance, fee, rent, charge, lien obstruction or encumbrance applicable impairment referred to in Paragraph 12(b) (such non-compliance with the Premises or the use thereofterms hereof being hereinafter referred to collectively as "Permitted Violations"), so long as at the time of such non-compliance no Event of Default exists and so long as Tenant is contestingshall contest, at its sole cost and expensein good faith, the existence, amount or validity thereof, provided that any such contest shall: (a) be the amount of the damages caused thereby, or the extent of its or Landlord's liability therefor by appropriate proceedings conducted in accordance with applicable Law; which shall operate during the pendency thereof to prevent or stay (bi) prevent the collection of of, or other realization upon upon, the tax, assessment, levy, fee, rent, charge, lien or encumbrance Permitted Violation so contested; , (cii) prevent the sale, forfeiture or loss of any of the Leased 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 Leased Premises; , (iv) any interference with the payment of any Rent, (v) the cancellation or increase in the rate of any insurance policy or a statement by the carrier that coverage will be denied or (vi) the enforcement or execution of any injunction, order or Legal Requirement with respect to the Permitted Violation. In the event of such contest, Tenant shall provide Landlord security which, together with any security that Tenant is obligated by Law to provide to third parties, is satisfactory, in Landlord's reasonable judgment, to assure that such Permitted Violation is corrected, including all Costs, interest and (d) 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 conditions of this Paragraph 14 are at all times complied with, has the right to attempt to settle or 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 such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or 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 a result thereof. No such contest shall subject Landlord to the risk of any civil or criminal liability or civil penalty, and provided further that any such contest may be conducted only for so long as Tenant, during the pendency of such contest, shall take any and all necessary action to prevent any deterioration or worsening of the condition giving rise to the contest that may result in any personal injury or property damage or cause any of the conditions set forth in the foregoing clauses (a) through (d), inclusive, to no longer be satisfied. Tenant shall indemnify Landlord against any liability or penalty assessed against Landlord by reason of such nonpayment. Upon the termination (after final appeal) of any proceeding relating to any contest by Tenant pursuant to this Section 4.8, Tenant shall immediately pay any amount determined in such proceeding to be due or take any action ordered, and in the event Tenant fails to make such payment or take the action, Landlord shall have the right to make any such payment or take the action on behalf of Tenant and charge Tenant therefor, which shall be due and payable upon Tenant’s receipt of written demand from Landlordliability.

Permitted Contests. Notwithstanding any other provision of this Lease to the contraryLease, Tenant shall not be required to pay(a) pay any Imposition, (b) discharge or remove any taxlien referred to in Paragraph 11 or 13, assessment(c) take any action with respect to any encroachment, levyviolation, feehindrance, rentobstruction or impairment referred to in Paragraph 12(b), charge, lien or encumbrance applicable (d) comply with any Law or Easement Agreement with respect to the Leased Premises (such non-compliance with the terms hereof being hereinafter referred to collectively as “Permitted Violations”) and may dispute or contest the use thereofsame, so long as at the time of such non-compliance no Event of Default exists and so long as Tenant is contestingshall contest, at its sole cost and expensein good faith, the existence, amount or validity thereof, provided that any such contest shall: (a) be the amount of the damages caused thereby, or the extent of its or Landlord’s liability therefor by appropriate proceedings conducted in accordance with applicable Law; which shall operate during the pendency thereof to prevent or stay (bi) prevent the collection of of, or other realization upon upon, the tax, assessment, levy, fee, rent, charge, lien or encumbrance Permitted Violation so contested; , (cii) prevent the sale, forfeiture or loss of any of the Leased 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 Leased 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. While any proceedings which comply with the requirements of this Paragraph 14 are pending and (d) 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 conditions of this Paragraph 14 are at all times complied with, has the right to attempt to settle or 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 such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or 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 a result thereof. No such contest shall subject Landlord to the risk of any criminal liability or civil penalty, and provided further that any such contest may be conducted only for so long as Tenant, during the pendency of such contest, shall take any and all necessary action to prevent any deterioration or worsening of the condition giving rise to the contest that may result in any personal injury or property damage or cause any of the conditions set forth in the foregoing clauses (a) through (d), inclusive, to no longer be satisfied. Tenant shall indemnify Landlord against any liability or penalty assessed against Landlord by reason of such nonpayment. Upon the termination (after final appeal) of any proceeding relating to any contest by Tenant pursuant to this Section 4.8, Tenant shall immediately pay any amount determined in such proceeding to be due or take any action ordered, and in the event Tenant fails to make such payment or take the action, Landlord shall have the right to make any such payment or take the action on behalf of Tenant and charge Tenant therefor, which shall be due and payable upon Tenant’s receipt of written demand from Landlordliability.

Permitted Contests. Notwithstanding any provision of this Lease (a) After prior written notice to the contraryLandlord, Tenant shall not be required to pay(i) pay any Imposition, (ii) comply with any Legal Requirement, (iii) discharge or remove any taxlien referred to in Paragraphs 9 or 12, assessment, levy, fee, rent, charge, lien or encumbrance applicable (iv) take any action with respect to the Premises or the use thereof, any violation referred to in Paragraph 11(b) so long as Tenant is contestingshall contest, in good faith and at its sole cost and expense, the existence, the amount or the validity thereof, provided that any such contest shall: (a) be the amount of the damages caused thereby, or the extent of its or Landlord’s liability therefor, by appropriate proceedings conducted in accordance with applicable Law; which shall operate during the pendency thereof to prevent (bA) prevent the collection of of, or other realization upon upon, the tax, assessment, levy, fee, rent, charge, Imposition or lien or encumbrance so contested; , (cB) prevent the sale, forfeiture or loss of the Premises; and (d) not subject Landlord to the risk of any criminal liability or civil penalty, and provided further that any such contest may be conducted only for so long as Tenant, during the pendency of such contest, shall take any and all necessary action to prevent any deterioration or worsening of the condition giving rise to the contest that may result in any personal injury or property damage or cause any of the conditions set forth 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. (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 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 Lender or (iii) defeasance of its interest in the foregoing clauses Leased Premises. (ac) through (d)Tenant agrees that each such contest shall be promptly and diligently prosecuted to a final conclusion, inclusive, to no longer be satisfied. except that Tenant shall indemnify Landlord against any liability or penalty assessed against Landlord by reason of such nonpayment. Upon the termination (after final appeal) of any proceeding relating to any contest by Tenant pursuant to this Section 4.8, Tenant shall immediately pay any amount determined in such proceeding to be due or take any action ordered, and in the event Tenant fails to make such payment or take the action, Landlord shall have the right to make attempt to settle or compromise such contest through negotiations. Tenant shall pay and save Lender and Landlord harmless against any and all losses, judgments, decrees and costs (including all attorneys’ fees and expenses) in connection with any such payment or take contest and shall, promptly after the action on behalf final determination of Tenant such contest, fully pay and charge Tenant therefor, discharge the amounts which shall be due levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and payable upon Tenant’s receipt expenses thereof or in connection therewith, and perform all acts the performance of written demand from Landlordwhich shall be ordered or decreed as a result thereof.

Permitted Contests. Notwithstanding any provision of this Lease (a) After prior written notice to the contraryLandlord, Tenant shall not be required to pay(i) pay any Imposition, (ii) comply with any Legal Requirement, (iii) discharge or remove any taxlien referred to in Paragraphs 9 or 12, assessment, levy, fee, rent, charge, lien or encumbrance applicable (iv) take any action with respect to the Premises or the use thereof, any violation referred to in Paragraph 11(b) so long as Tenant is contestingshall contest, in good faith and at its sole cost and expense, the existence, the amount or the validity thereof, provided that any such contest shall: (a) be the amount of the damages caused thereby, or the extent of its or Landlord’s liability therefor, by appropriate proceedings conducted in accordance with applicable Law; which shall operate during the pendency thereof to prevent (bA) prevent the collection of of, or other realization upon upon, the tax, assessment, levy, fee, rent, charge, Imposition or lien or encumbrance so contested; , (cB) prevent the sale, forfeiture or loss of the Premises; and (d) not subject Landlord to the risk of any criminal liability or civil penalty, and provided further that any such contest may be conducted only for so long as Tenant, during the pendency of such contest, shall take any and all necessary action to prevent any deterioration or worsening of the condition giving rise to the contest that may result in any personal injury or property damage or cause any of the conditions set forth 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. Nothing herein shall permit Tenant to operate in non-compliance with any Law. (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 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 Lender or (iii) defeasance of its interest in the foregoing clauses Leased Premises. (ac) through (d)Tenant agrees that each such contest shall be promptly and diligently prosecuted to a final conclusion, inclusive, to no longer be satisfied. except that Tenant shall indemnify Landlord against any liability or penalty assessed against Landlord by reason of such nonpayment. Upon the termination (after final appeal) of any proceeding relating to any contest by Tenant pursuant to this Section 4.8, Tenant shall immediately pay any amount determined in such proceeding to be due or take any action ordered, and in the event Tenant fails to make such payment or take the action, Landlord shall have the right to make attempt to settle or compromise such contest through negotiations. Tenant shall pay and save Lender and Landlord harmless against any and all losses, judgments, decrees and costs (including all attorneys’ fees and expenses) in connection with any such payment or take contest and shall, promptly after the action on behalf final determination of Tenant such contest, fully pay and charge Tenant therefor, discharge the amounts which shall be due levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and payable upon Tenant’s receipt expenses thereof or in connection therewith, and perform all acts the performance of written demand from Landlordwhich shall be ordered or decreed as a result thereof.

Permitted Contests. Notwithstanding any provision of this Lease to Neither the contrary, Tenant Mortgagor nor ALS shall not be required to paypay any of the Property Assessments, discharge or remove to comply with any tax, assessment, levy, fee, rent, charge, lien or encumbrance applicable to the Premises or the use thereofLaw, so long as Tenant is contestingthe Mortgagor and/or ALS shall in good faith, and at its sole their cost and expense, contest the existence, amount or validity thereof, or take other appropriate action with respect thereto, in good faith and in an appropriate manner or by appropriate proceedings; provided that any such contest shall: (a) be by appropriate such proceedings conducted in accordance with applicable Law; operate to prevent the collection of, or other realization upon, such Property Assessments or enforcement of the Law so contested, (b) prevent the collection of or other realization upon the tax, assessment, levy, fee, rent, charge, lien or encumbrance so contested; (c) prevent the there will be no sale, forfeiture or loss of the Premises; Property during the contest, (c) the Lenders are not subjected to any Claim, and (d) not subject Landlord the Mortgagor or ALS provides assurances satisfactory to the risk Agent (including, without limitation, the establishment of any criminal liability or civil penalty, and provided further that any such contest may be conducted only for so long as Tenant, during an appropriate reserve account with the pendency of such contest, shall take any and all necessary action to prevent any deterioration or worsening of the condition giving rise to the contest that may result in any personal injury or property damage or cause any of the conditions set forth in the foregoing clauses (a) through (d), inclusive, to no longer be satisfied. Tenant shall indemnify Landlord against any liability or penalty assessed against Landlord by reason of such nonpayment. Upon the termination (after final appealAgent) of any proceeding relating its ability to any contest by Tenant pursuant to this Section 4.8, Tenant shall immediately pay any amount determined in such proceeding to be due Property Assessments or take any action ordered, and comply with such Law in the event Tenant fails the Mortgagor or ALS is unsuccessful in its contest. Each such contest shall be promptly prosecuted to make final conclusion or settlement, and the Mortgagor and ALS shall indemnify and save the Lenders harmless against all Claims in connection therewith. Promptly after the settlement or conclusion of such payment contest or take the action, Landlord the Mortgagor and ALS shall have comply with such Law and/or pay and discharge the right to make any such payment or take the action on behalf of Tenant and charge Tenant therefor, amounts which shall be due levied, assessed or imposed or determined to be payable, together with all penalties, fines, interests, costs and payable upon Tenant’s receipt of written demand from Landlordexpenses in connection therewith.

Permitted Contests. Notwithstanding any other provision of this Lease to the contraryLease, Tenant shall not be required to pay(a) pay any Imposition, (b) discharge or remove any taxlien referred to in Paragraph 11 or 13 or (c) take any action with respect to any encroachment, assessmentviolation, levyhindrance, fee, rent, charge, lien obstruction or encumbrance applicable impairment referred to in Paragraph 12(b) (such non-compliance with the Premises or the use thereofterms hereof being hereinafter referred to collectively as "Permitted Violations"), so long as at the time of such contest no Event of Default exists and so long as Tenant is contestingshall contest, at its sole cost and expensein good faith, the existence, amount or validity thereof, provided that any such contest shall: (a) be the amount of the damages caused thereby, or the extent of its or Landlord's liability therefor by appropriate proceedings conducted in accordance with applicable Law; which shall operate during the pendency thereof to prevent or stay (bi) prevent the collection of of, or other realization upon upon, the tax, assessment, levy, fee, rent, charge, lien or encumbrance Permitted Violation so contested; , (cii) prevent the sale, forfeiture or loss of any of the Leased 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 Leased 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 (d) 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 conditions of this Paragraph 14 are at all times complied with, has the right to attempt to settle or 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 such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or 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 a result thereof. No such contest shall subject Landlord to the risk of any civil or criminal liability or civil penalty, and provided further that any such contest may be conducted only for so long as Tenant, during the pendency of such contest, shall take any and all necessary action to prevent any deterioration or worsening of the condition giving rise to the contest that may result in any personal injury or property damage or cause any of the conditions set forth in the foregoing clauses (a) through (d), inclusive, to no longer be satisfied. Tenant shall indemnify Landlord against any liability or penalty assessed against Landlord by reason of such nonpayment. Upon the termination (after final appeal) of any proceeding relating to any contest by Tenant pursuant to this Section 4.8, Tenant shall immediately pay any amount determined in such proceeding to be due or take any action ordered, and in the event Tenant fails to make such payment or take the action, Landlord shall have the right to make any such payment or take the action on behalf of Tenant and charge Tenant therefor, which shall be due and payable upon Tenant’s receipt of written demand from Landlordliability.

Permitted Contests. Notwithstanding any provision (a) So long as no Event of this Lease Default has occurred and is continuing, after prior written notice to the contraryLandlord, Tenant shall not be required to pay(i) pay any Imposition, (ii) comply with any Legal Requirement, (iii) discharge or remove any taxLien referred to in Paragraphs 9 or 12, assessment, levy, fee, rent, charge, lien or encumbrance applicable (iv) take any action with respect to the Premises or the use thereofany violation referred to in Paragraph 11(b), so long as (A) during any time that Tenant’s Tangible Net Worth shall not equal or exceed the Tangible Net Worth Threshold, Tenant shall first deposit with Lender (or Landlord if there is contestingno Lender) cash, a bond, or other security acceptable to Lender in the amount of 125% of the amount to be contested by Tenant (unless as a condition of such contest, such monies shall already have been paid by Tenant), and (B) Tenant shall contest, in good faith and at its sole cost and expense, the existence, the amount or the validity thereof, provided that any such contest shall: (a) be the amount of the damages caused thereby, or the extent of its or Landlord’s liability therefor, by appropriate proceedings conducted in accordance with applicable Law; which shall operate during the pendency thereof to prevent (b1) prevent the collection of of, or other realization upon upon, the tax, assessment, levy, fee, rent, charge, lien Imposition or encumbrance Lien so contested; , (c2) prevent the sale, forfeiture or loss of any Individual Leased Premises, any Basic Rent or any Additional Rent to satisfy the Premises; and (d) not subject Landlord same or to pay any damages caused by the risk violation of any criminal liability such Legal Requirement or civil penaltyby any such violation, and provided further that (3) any interference with the use or occupancy of any Individual Leased Premises, (4) any interference with the payment of any Basic Rent or any Additional Rent, (5) any such contest may be conducted only and/or settlement shall not result in the increase in the Impositions due or result in greater liability with respect to any Legal Requirement and (6) the cancellation of any fire or other insurance policy. (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 Lender to (i) criminal liability, penalty or sanction, (ii) any civil liability, penalty or sanction for so long as Tenant, during which Tenant has not made provisions reasonably acceptable to Landlord and Lender or (iii) defeasance of its interest (including the pendency subordination of the Lien of any Mortgage to a Lien to which such Mortgage is not otherwise subordinate prior to such contest, shall take any and all necessary action to prevent any deterioration or worsening of the condition giving rise to the contest that may result ) in any personal injury or property damage or cause any of the conditions set forth in the foregoing clauses Individual Leased Premises. (ac) through (d)Tenant agrees that each such contest shall be promptly and diligently prosecuted to a final conclusion, inclusive, to no longer be satisfied. except that Tenant shall indemnify Landlord against any liability or penalty assessed against Landlord by reason of such nonpayment. Upon the termination (after final appeal) of any proceeding relating to any contest by Tenant pursuant to this Section 4.8, Tenant shall immediately pay any amount determined in such proceeding to be due or take any action ordered, and in the event Tenant fails to make such payment or take the action, Landlord shall have the right to make attempt to settle or compromise such contest through negotiations. Tenant shall pay, protect, defend, indemnify, save and keep harmless each Indemnitee from and against any and all Claims in connection with any such payment or take contest and shall, promptly after the action on behalf final determination of Tenant such contest, fully pay and charge Tenant therefor, discharge the amounts which shall be due levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and payable upon Tenant’s receipt expenses thereof or in connection therewith, and perform all acts the performance of written demand from Landlordwhich shall be ordered or decreed as a result thereof.

Permitted Contests. Notwithstanding any provision of this Lease (a) After prior written notice to the contraryLandlord, Tenant shall not be required to pay(i) pay any Imposition, (ii) comply with any Legal Requirement, (iii) discharge or remove any taxlien referred to in Paragraphs 9 or 12, assessment, levy, fee, rent, charge, lien or encumbrance applicable (iv) take any action with respect to the Premises or the use thereof, any violation referred to in Paragraph 11 (b) so long as Tenant is contestingshall contest, in good faith and at its sole cost and expense, the existence, the amount or the validity thereof, provided that any such contest shall: (a) be the amount of the damages caused thereby, or the extent of its or Landlord's liability therefor, by appropriate proceedings conducted in accordance with applicable Law; which shall operate during the pendency thereof to prevent (bA) prevent the collection of of, or other realization upon upon, the tax, assessment, levy, fee, rent, charge, Imposition or lien or encumbrance so contested; , (cB) prevent the sale, forfeiture or loss of any of the Premises; Properties, 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 Properties, (D) any interference with the payment of any Basic Rent or any Additional Rent, and (dE) not subject Landlord to the risk cancellation of any fire or other insurance policy. (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 Lender to (i) criminal liability liability, penalty or sanction, (ii) any civil penaltyliability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlord and provided further Lender or (iii) defeasance of its interest in the Properties. (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 Lender and Landlord harmless against any and all losses, judgments, decrees and costs (including all attorneys' fees and expenses) in connection with any such contest may be conducted only for so long as Tenantand shall, during promptly after the pendency final determination of such contest, shall take any fully pay and all necessary action to prevent any deterioration or worsening of discharge the condition giving rise to the contest that may result in any personal injury or property damage or cause any of the conditions set forth in the foregoing clauses (a) through (d), inclusive, to no longer be satisfied. Tenant shall indemnify Landlord against any liability or penalty assessed against Landlord by reason of such nonpayment. Upon the termination (after final appeal) of any proceeding relating to any contest by Tenant pursuant to this Section 4.8, Tenant shall immediately pay any amount determined in such proceeding to be due or take any action ordered, and in the event Tenant fails to make such payment or take the action, Landlord shall have the right to make any such payment or take the action on behalf of Tenant and charge Tenant therefor, amounts which shall be due levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and payable upon Tenant’s receipt expenses thereof or in connection therewith, and perform all acts the performance of written demand from Landlordwhich shall be ordered or decreed as a result thereof.

Permitted Contests. Notwithstanding any provision of this Lease (a) After prior written notice to the contraryLandlord and Lender, Tenant shall not be required to pay(i) pay any Imposition, (ii) comply with any Legal Requirement, or (iii) discharge or remove any tax, assessment, levy, fee, rent, charge, lien or encumbrance applicable to the Premises or the use thereof, so long as Tenant is contestingshall contest, in good faith and at its sole cost and expense, the existence, the amount or the validity thereof, provided that any such contest shall: (a) be the amount of the damages caused thereby, or the extent of its or Landlord's liability therefor, by appropriate proceedings conducted in accordance with applicable Law; which shall operate during the pendency thereof to prevent (bA) prevent the collection of of, or other realization upon upon, the tax, assessment, levy, fee, rent, charge, Imposition or lien or encumbrance so contested; , (cB) prevent the sale, forfeiture or loss of the Premises; and (d) not subject Landlord to the risk of any criminal liability or civil penalty, and provided further that any such contest may be conducted only for so long as Tenant, during the pendency of such contest, shall take any and all necessary action to prevent any deterioration or worsening of the condition giving rise to the contest that may result in any personal injury or property damage or cause any of the conditions set forth Premises, any Basic Rent, or any Additional Rent to satisfy the same or to pay any damages caused by the violation of any Legal Requirement or by any such violation, (c) any interference with the use or occupancy of any of the Premises, (D) any interference with the payment of any Basic Rent or any Additional Rent, (E) the cancellation of any fire or other insurance policy. (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 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 Lender or (iii) defeasance of its interest in the foregoing clauses Premises. (ac) through (d)Tenant agrees that each contest shall be promptly and diligently prosecuted to a final conclusion, inclusive, to no longer be satisfied. except that Tenant shall indemnify Landlord against any liability or penalty assessed against Landlord by reason of such nonpayment. Upon the termination (after final appeal) of any proceeding relating to any contest by Tenant pursuant to this Section 4.8, Tenant shall immediately pay any amount determined in such proceeding to be due or take any action ordered, and in the event Tenant fails to make such payment or take the action, Landlord shall have the right to make attempt to settle or compromise such contest through negotiations. Tenant shall pay, indemnify, defend and save Lender and Landlord harmless against any and all losses, judgments, decrees and costs (including all attorneys' fees and expenses) in connection with any such payment or take contest and shall, promptly after the action on behalf final determination of Tenant such contest, fully pay and charge Tenant therefor, discharge the amounts which shall be due levied, assessed, charged or imposed therein, together with all penalties, fines, interest and payable upon Tenant’s receipt expenses thereof, and perform all acts the performance of written demand from Landlordwhich shall be ordered as a result thereof. The obligations of Tenant under this Section 2.6(c) shall survive the expiration or earlier termination of this Lease.

Permitted Contests. Notwithstanding Lessee, at its expense, may contest, by appropriate legal proceedings conducted in good faith and with due diligence, any provision Legal Requirement with which Lessee is required to comply pursuant to Section 5.02(b), or the amount or validity or application, in whole or in part, of this Lease any tax, assessment or charge which Lessee is obligated to pay or any lien, encumbrance or charge not permitted by Sections 2.01, 2.02, 5.02(a), 5.03 and 6.02, provided that if Lessee desires to withhold payment of any such tax, assessment or charge during such time as Lessee is contesting such tax, assessment or charge, then (i) the contrarycommencement of such proceedings shall suspend the enforcement or collection thereof against or from Lessor and against or from the Premises, Tenant (ii) neither the Premises nor any rent therefrom nor any part thereof or interest therein would be in any danger of being sold, forfeited, attached or lost while such proceedings are continuing, (iii) Lessee shall have furnished such security, if any, 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, together with all interest and penalties accrued thereon. Lessor, at Lessee’s expense, shall execute and deliver to Lessee such authorizations and other documents as reasonably may be required in any such contest. Lessee shall 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 loss resulting therefrom. Lessee shall not be required in default hereunder in respect to pay, discharge the compliance with any Legal Requirement with which Lessee is obligated to comply pursuant to Section 5.02(b) or remove in respect to the payment of any tax, assessmentassessment or charge which Lessee is obligated to pay or any lien, levyencumbrance or charge not permitted by Section 2.01, fee2.02, rent, charge, lien or encumbrance applicable to the Premises or the use thereof, so long as Tenant is contesting, at its sole cost and expense, the existence, amount or validity thereof, provided that any such contest shall: (a) be by appropriate proceedings conducted in accordance with applicable Law; (b) prevent the collection of or other realization upon the tax, assessment, levy, fee, rent, charge, lien or encumbrance so contested; (c) prevent the sale, forfeiture or loss of the Premises; and (d) not subject Landlord to the risk of any criminal liability or civil penalty, and provided further that any such contest may be conducted only for so long as Tenant, during the pendency of such contest, shall take any and all necessary action to prevent any deterioration or worsening of the condition giving rise to the contest that may result in any personal injury or property damage or cause any of the conditions set forth in the foregoing clauses (a) through (d5.02(a), inclusive, to no longer be satisfied. Tenant shall indemnify Landlord against any liability or penalty assessed against Landlord by reason of such nonpayment. Upon the termination (after final appeal) of any proceeding relating to any contest by Tenant pursuant to this Section 4.8, Tenant shall immediately pay any amount determined 5.03 and 6.02 which Lessee is in such proceeding to be due or take any action ordered, and in the event Tenant fails to make such payment or take the action, Landlord shall have the right to make any such payment or take the action on behalf of Tenant and charge Tenant therefor, which shall be due and payable upon Tenant’s receipt of written demand from Landlordgood faith contesting.

Permitted Contests. Notwithstanding any provision of this Lease (a) After prior written notice to the contraryLandlord, Tenant shall not be required to pay(i) pay any Imposition, (ii) comply with any Legal Requirement, (iii) discharge or remove any taxlien referred to in Paragraphs 10 or 13, assessment, levy, fee, rent, charge, lien or encumbrance applicable (iv) take any action with respect to the Premises or the use thereof, any violation referred to in Paragraph 12(b) so long as Tenant is contestingshall contest, in good faith and at its sole cost and expense, the existence, the amount or the validity thereof, provided that any such contest shall: (a) be the amount of the damages caused thereby, or the extent of its or Landlord's liability therefor, by appropriate proceedings conducted in accordance with applicable Law; which shall operate during the pendency thereof to prevent (bA) prevent the collection of of, or other realization upon upon, the tax, assessment, levy, fee, rent, charge, Imposition or lien or encumbrance so contested; , (cB) prevent 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 (dE) not subject Landlord to the risk cancellation of any fire or other insurance policy. (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 Lender to (i) criminal liability liability, penalty or sanction, (ii) any civil penaltyliability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlord and provided further Lender or (iii) defeasance of its interest 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 indemnify and hold Lender and Landlord harmless against any and all losses, judgments, decrees and costs (including all attorneys' fees and expenses) in connection with any such contest may be conducted only for so long as Tenantand shall, during promptly after the pendency final determination of such contest, shall take any fully pay and all necessary action to prevent any deterioration or worsening of discharge the condition giving rise to the contest that may result in any personal injury or property damage or cause any of the conditions set forth in the foregoing clauses (a) through (d), inclusive, to no longer be satisfied. Tenant shall indemnify Landlord against any liability or penalty assessed against Landlord by reason of such nonpayment. Upon the termination (after final appeal) of any proceeding relating to any contest by Tenant pursuant to this Section 4.8, Tenant shall immediately pay any amount determined in such proceeding to be due or take any action ordered, and in the event Tenant fails to make such payment or take the action, Landlord shall have the right to make any such payment or take the action on behalf of Tenant and charge Tenant therefor, amounts which shall be due levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and payable upon Tenant’s receipt expenses thereof or in connection therewith, and perform all acts the performance of written demand from Landlordwhich shall be ordered or decreed as a result thereof.

Permitted Contests. (a) Notwithstanding any other provision of this Lease to the contraryLease, Tenant shall not be required to pay(i) pay any Imposition, (ii) discharge or remove any taxlien referred to in Paragraph 11 or 13 or (iii) take any action with respect to any encroachment, assessmentviolation, levyhindrance, fee, rent, charge, lien obstruction or encumbrance applicable impairment referred to in Paragraph 12(b) (such non-compliance with the Premises terms hereof being hereinafter referred to collectively as “Permitted Violations”) and may dispute or contest the use thereofsame, so long as at the time of such non-compliance the following criteria are met (collectively, the “Contest Requirements”): (A) no Event of Default with respect to the Related Premises to which the Permitted Violation pertains, exists, (B) Tenant is contestingcontests, at its sole cost and expensein good faith, the existence, amount or validity thereof, provided that any such contest shall: (a) be the amount of the damages caused thereby, or the extent of its or Landlord’s liability therefor by appropriate proceedings conducted in accordance with applicable Law; which shall operate during the pendency thereof to prevent or stay (b1) prevent the collection of of, or other realization upon upon, the tax, assessment, levy, fee, rent, charge, lien or encumbrance Permitted Violation so contested; , (c2) prevent 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, (3) any material interference with the use or occupancy of any of the applicable Related Premises, (4) any interference with the payment of any Rent, or (5) the cancellation or increase in the rate of any insurance policy or a statement by the carrier that coverage will be denied, and (C) Tenant pays to Landlord the following: (x) with respect to a Permitted Violation under clause (i) of Paragraph 14(a) above or clause (ii) of Paragraph 14(a) above if the contest is with respect to a sum certain, an amount sufficient to pay the amount in dispute with respect to the applicable Permitted Violation including penalties and interest assuming payment is made thirty (30) days following the date of payment by Tenant to the Landlord, which amount shall be increased by Tenant within ten (10) days of written demand by Landlord if Landlord reasonably determines in good faith that the amount theretofore paid to Landlord is no longer sufficient to pay the amount in dispute, (y) with respect to a Permitted Violation under clause (iii) of Paragraph 14(a) above, or clause (ii) of Paragraph 14(a) above if the contest is not with respect to a sum certain, an amount mutually agreed upon by Landlord and Tenant, each acting in good faith, which amount shall be increased by Tenant within ten (10) days of written demand by Landlord if Landlord reasonably determines in good faith that the amount theretofore paid to Landlord is no longer sufficient to pay or otherwise satisfy the amount in dispute; provided, however, that Landlord shall have the right to demand such increases. If Landlord and Tenant are unable to agree upon an amount under this clause (y), Tenant shall have no right to contest the applicable Permitted Violation. (b) Landlord shall be required to pay the amount(s) paid by Tenant to Landlord pursuant to Paragraph 14(a) above to the applicable Person or governmental authority upon the written request of Tenant. If Tenant does not request such payment be made, Landlord shall only have the right to pay the amount(s) paid by Tenant pursuant to Paragraph 14(a) above to the applicable Person or governmental authority if at any time following such payment by Tenant to Landlord, any of the Contest Requirements are no longer satisfied. (c) If either (i) Landlord has not paid the sums paid to it under this Paragraph 14 to the applicable Person or governmental authority, or, (ii) Landlord has paid the sums paid to it under this Paragraph 14 and Landlord then receives a refund from the applicable Person or Governmental Authority), such amount held or received by Landlord shall be paid to Tenant upon the conclusion of the applicable Permitted Contest unless this Lease has been terminated as a result of an Event of Default, in which case Landlord shall have the right to apply such sums toward the damages owed by Tenant under Paragraph 23 hereof, with any excess then paid to Tenant. (d) not Each such contest shall be promptly and diligently prosecuted by Tenant to a final conclusion. Tenant shall pay (or shall direct Landlord to pay, to the extent of the amounts paid to Landlord by Tenant pursuant to this Paragraph 14, in which case Landlord shall pay to such extent) any and all losses, judgments, decrees and Costs in connection with any such contest and shall, 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 or 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 a result thereof. No such contest shall subject Landlord to the risk of any civil or criminal liability or civil penalty, and provided further that any such contest may be conducted only for so long as Tenant, during the pendency of such contest, shall take any and all necessary action to prevent any deterioration or worsening of the condition giving rise to the contest that may result in any personal injury or property damage or cause any of the conditions set forth in the foregoing clauses (a) through (d), inclusive, to no longer be satisfied. Tenant shall indemnify Landlord against any liability or penalty assessed against Landlord by reason of such nonpayment. Upon the termination (after final appeal) of any proceeding relating to any contest by Tenant pursuant to this Section 4.8, Tenant shall immediately pay any amount determined in such proceeding to be due or take any action ordered, and in the event Tenant fails to make such payment or take the action, Landlord shall have the right to make any such payment or take the action on behalf of Tenant and charge Tenant therefor, which shall be due and payable upon Tenant’s receipt of written demand from Landlordliability.

Permitted Contests. Notwithstanding any provision of this Lease a. After prior written notice to the contraryLandlord, Tenant shall not be required to pay(i) pay any Imposition, (ii) comply with any Legal Requirement, (iii) discharge or remove any taxlien referred to in Paragraphs 9 or 12, assessment, levy, fee, rent, charge, lien or encumbrance applicable (iv) take any action with respect to the Premises or the use thereofany violation referred to in Paragraph 11 (b), so long as Tenant is contestingshall contest, in good faith and at its sole cost and expense, the existence, the amount or the validity thereof, provided that any such contest shall: (a) be the amount of the damages caused thereby, or the extent of its or Landlord's liability therefor, by appropriate proceedings conducted in accordance with applicable Law; which shall operate during the pendency thereof to prevent (bA) prevent the collection of of, or other realization upon upon, the tax, assessment, levy, fee, rent, charge, Imposition or lien or encumbrance so contested; , (cB) prevent 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 (dE) not subject Landlord to the risk cancellation of any fire or other insurance policy. 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 Lender to (i) criminal liability liability, penalty or sanction, (ii) any civil penaltyliability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlord and provided further Lender or (iii) defeasance of its interest 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 Lender and Landlord harmless against any and all losses, judgments, decrees and costs (including all attorneys' fees and expenses) in connection with any such contest may be conducted only for so long as Tenantand shall, during promptly after the pendency final determination of such contest, shall take any fully pay and all necessary action to prevent any deterioration or worsening of discharge the condition giving rise to the contest that may result in any personal injury or property damage or cause any of the conditions set forth in the foregoing clauses (a) through (d), inclusive, to no longer be satisfied. Tenant shall indemnify Landlord against any liability or penalty assessed against Landlord by reason of such nonpayment. Upon the termination (after final appeal) of any proceeding relating to any contest by Tenant pursuant to this Section 4.8, Tenant shall immediately pay any amount determined in such proceeding to be due or take any action ordered, and in the event Tenant fails to make such payment or take the action, Landlord shall have the right to make any such payment or take the action on behalf of Tenant and charge Tenant therefor, amounts which shall be due levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and payable upon Tenant’s receipt expenses thereof or in connection therewith, and perform all acts the performance of written demand from Landlordwhich shall be ordered or decreed as a result thereof.

Permitted Contests. Notwithstanding any other provision of this Lease to the contraryLease, Tenant shall not be required to pay(a) pay any Imposition, (b) comply with any Legal Requirement, (c) discharge or remove any taxlien referred to in Paragraph 11 or 13 or (d) take any action with respect to any encroachment, assessmentviolation, levyhindrance, fee, rent, charge, lien obstruction or encumbrance applicable impairment referred to in Paragraph 12(b) (such non-compliance with the Premises terms hereof being hereinafter referred to collectively as “Permitted Violations”) and may dispute or contest the use thereofsame, so long as at the time of such contest no Event of Default exists and so long as Tenant is contestingshall contest, at its sole cost in good faith and expensethrough appropriate proceedings, the existence, amount or validity thereof, provided that any such contest shall: (a) be the amount of the damages caused thereby, or the extent of its or Landlord's liability therefor by appropriate proceedings conducted in accordance with applicable Law; which shall operate during the pendency thereof to prevent or stay (bi) prevent the collection of of, or other realization upon upon, the tax, assessment, levy, fee, rent, charge, lien or encumbrance Permitted Violation so contested; , (cii) prevent the sale, forfeiture or loss of any of the Leased 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 Leased 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 or (vi) the enforcement or execution of any injunction, order or Legal Requirement with respect to the Permitted Violation. Tenant shall provide Landlord a bond or other security which is satisfactory, in Landlord's reasonable judgment, to assure that such Permitted Violation is corrected, including all Costs, interest and (d) 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 any required bond or other 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 Xxxxxx to a final conclusion, except that Xxxxxx, so long as the conditions of this Paragraph 14 are at all times complied with, has the right to attempt to settle or 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 such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or 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 a result thereof. No such contest shall subject Landlord to the risk of any civil or criminal liability or civil penalty, and provided further that any such contest may be conducted only for so long as Tenant, during the pendency of such contest, shall take any and all necessary action to prevent any deterioration or worsening of the condition giving rise to the contest that may result in any personal injury or property damage or cause any of the conditions set forth in the foregoing clauses (a) through (d), inclusive, to no longer be satisfied. Tenant shall indemnify Landlord against any liability or penalty assessed against Landlord by reason of such nonpayment. Upon the termination (after final appeal) of any proceeding relating to any contest by Tenant pursuant to this Section 4.8, Tenant shall immediately pay any amount determined in such proceeding to be due or take any action ordered, and in the event Tenant fails to make such payment or take the action, Landlord shall have the right to make any such payment or take the action on behalf of Tenant and charge Tenant therefor, which shall be due and payable upon Tenant’s receipt of written demand from Landlordliability.

Permitted Contests. Notwithstanding any provision of this Lease to the contrary, Tenant Lessee shall not be required to paypay any Imposition, comply with any Legal Requirements, discharge or remove any taxlien referred to in Paragraph 9 or 12, assessment, levy, fee, rent, charge, lien or encumbrance applicable pay any other sums to the Premises or the use thereofany third party, so long as Tenant is contestingLessee shall contest, in good faith and at its sole cost and expense, the existence, the amount or the validity thereof, provided that any such contest shall: (a) be the amount of the damages caused thereby, or the extent of its or Lessor's liability therefor, by appropriate proceedings conducted in accordance with applicable Law; (ba "Permitted Contest") prevent so long as the collection proceedings do not involve any risk of criminal or other realization upon material unindemnified liability on the tax, assessment, levy, fee, rent, charge, lien part of Agent or encumbrance so contested; any Lender or of the loss of priority of liens securing the Collateral and do not (ci) prevent the pose a material risk of sale, forfeiture or loss of any interest in the Leased Premises; and , (dii) not subject Landlord to interfere in any material manner with the use or operation of the Leased Premises or (iii) pose any risk of interference with the payment of Rent or principal or interest or any criminal liability other payments, to or civil penalty, and provided further that for the account of the Agent or the Lenders. While any such proceedings are pending, Lessor shall not have the right to pay, remove or cause to be discharged the Imposition or lien thereby being contested. Lessee further agrees that each such contest may shall be conducted only for promptly and diligently prosecuted to a final conclusion, except that Lessee shall, so long as Tenantthe conditions of the first sentence of this Paragraph are at all times complied with, during have the pendency right to attempt to settle or compromise such contest through negotiations. Lessee shall, promptly after the final determination of such contest, shall take any and all necessary action to prevent any deterioration or worsening of the condition giving rise to the contest that may result in any personal injury or property damage or cause any of extent required by Paragraph 8 hereof, fully pay and discharge the conditions set forth in the foregoing clauses (a) through (d), inclusive, to no longer be satisfied. Tenant shall indemnify Landlord against any liability or penalty assessed against Landlord by reason of such nonpayment. Upon the termination (after final appeal) of any proceeding relating to any contest by Tenant pursuant to this Section 4.8, Tenant shall immediately pay any amount determined in such proceeding to be due or take any action ordered, and in the event Tenant fails to make such payment or take the action, Landlord shall have the right to make any such payment or take the action on behalf of Tenant and charge Tenant therefor, amounts which shall be due levied, assessed, charged or imposed, together with all penalties, fines, interest, costs and payable upon Tenant’s receipt expenses thereof or in connection therewith, and perform all acts the performance of written demand from Landlordwhich shall be ordered or decreed as a result thereof.

Permitted Contests. Notwithstanding any provision of this Lease a. After prior written notice to the contraryLandlord and Lender, Tenant shall not be required to pay(i) pay any Imposition, (ii) comply with any Legal Requirement, (iii) discharge or remove any taxlien referred to in Paragraphs 9 or 12, assessment, levy, fee, rent, charge, lien or encumbrance applicable (iv) take any action with respect to the Premises or the use thereofany violation referred to in Paragraph 11 (b), so long as Tenant is contestingshall contest, in good faith and at its sole cost and expense, the existence, the amount or the validity thereof, provided that any such contest shall: (a) be the amount of the damages caused thereby, or the extent of its or Landlord's liability therefor, by appropriate proceedings conducted in accordance with applicable Law; which, as a condition to Tenant's right to contest the same pursuant to this Paragraph 18, shall operate during the pendency thereof to prevent (bA) prevent the collection of of, or other realization upon upon, the tax, assessment, levy, fee, rent, charge, Imposition or lien or encumbrance so contested; , (cB) prevent 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, fines or penalties caused by the violation of any such Legal Requirement, (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 or other sums payable hereunder, and (dE) not subject the cancellation of any fire or other insurance policy. If Tenant's consolidated tangible net worth (as determined on a consolidated basis using generally accepted accounting principles consistently applied) shall be less than One Hundred Million Dollars ($100,000,000.00) at the time of commencement of or at any time during any such contest, Tenant shall provide to Landlord and Lender a bond of a surety acceptable to Landlord and Lender in an amount satisfactory to Landlord and Lender. 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 Lender to the risk of (i) criminal liability, penalty or sanction, (ii) any criminal liability civil liability, penalty or civil penaltysanction, and provided further or (iii) defeasance of its interest the Leased Premises. c. Tenant agrees that any each such contest may shall be conducted only for promptly and diligently prosecuted to a final conclusion, except that Tenant shall, so long as Tenant, during the pendency of such contest, shall take any and all necessary action to prevent any deterioration or worsening conditions of the condition giving rise to the contest that may result in any personal injury or property damage or cause any first sentence of the conditions set forth in the foregoing clauses (a) through (d)this Paragraph 18 are at all times complied with, inclusive, to no longer be satisfied. Tenant shall indemnify Landlord against any liability or penalty assessed against Landlord by reason of such nonpayment. Upon the termination (after final appeal) of any proceeding relating to any contest by Tenant pursuant to this Section 4.8, Tenant shall immediately pay any amount determined in such proceeding to be due or take any action ordered, and in the event Tenant fails to make such payment or take the action, Landlord shall have the right to make any attempt to settle or compromise such payment or take the action on behalf of contest through negotiations. Tenant shall pay and charge Tenant thereforshall indemnify, which shall be due and payable upon Tenant’s receipt of written demand from Landlord.defend

Permitted Contests. Notwithstanding any provision of this Lease anything to the contrarycontrary contained in this Borrower Loan Agreement, Tenant shall not be required to pay, discharge or remove any tax, assessment, levy, fee, rent, charge, lien or encumbrance applicable to the Premises or the use thereof, so long as Tenant is contesting, at its sole cost and expense, the existence, amount or validity thereof, provided that any such contest shall: (a) be by appropriate proceedings conducted in accordance with applicable Law; (b) prevent the collection of or other realization upon the tax, assessment, levy, fee, rent, charge, lien or encumbrance so contested; (c) prevent the sale, forfeiture or loss of the Premises; and (d) not subject Landlord to the risk of any criminal liability or civil penalty, and provided further that any such contest may be conducted only for so long as Tenant, during the pendency of such contest, shall take any and all necessary action to prevent any deterioration or worsening of the condition giving rise to the contest that may result in any personal injury or property damage or cause any of the conditions set forth in the foregoing clauses (a) through (d), inclusive, to no longer be satisfied. Tenant shall indemnify Landlord against any liability or penalty assessed against Landlord by reason of such nonpayment. Upon the termination (after final appeal) of any proceeding relating to any contest by Tenant pursuant to this Section 4.8, Tenant shall immediately pay any amount determined in such proceeding to be due or take any action ordered, and in the event Tenant fails to make such payment or take the action, Landlord Borrower shall have the right to make contest or object in good faith to any claim, demand, levy or assessment (other than in respect of Debt or Contractual Obligations of Borrower under any Borrower Loan Document or Related Document) by appropriate legal proceedings 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 Borrower’s covenant to pay and comply with any such payment claim, demand, levy or take assessment, unless Borrower shall have given prior Written Notice to the action on behalf Governmental Lender and the Funding Lender of Tenant Borrower’s intent to so contest or object thereto, and charge Tenant thereforunless (i) Borrower has, in the Governmental Lender’s and the Funding Lender’s judgment, a reasonable basis for such contest, (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 conclusively operate to prevent enforcement prior to final determination of such proceedings, (iv) Borrower furnishes such bond, surety, undertaking or other security in connection therewith as required by law, or as requested by and satisfactory to Funding Lender, to stay such proceeding, which bond, surety, undertaking or other security shall be due issued by a bonding company, insurer or surety company reasonably satisfactory to Funding Lender and payable upon Tenant’s receipt of written demand from Landlord.shall be sufficient to cause the claim, demand, levy or assessment to be insured against by the Title Company or removed as a lien against the Project,

Permitted Contests. Notwithstanding any provision of this Lease a. After prior written notice to the contraryLandlord, Tenant shall not be required to pay(i) pay any Imposition, (ii) comply with any Legal Requirement, (iii) discharge or remove any taxlien referred to in Paragraphs 9 or 12, assessment, levy, fee, rent, charge, lien or encumbrance applicable (iv) take any action with respect to the Premises or the use thereofany violation referred to in Paragraph 11 (b), so long as Tenant is contestingshall contest, in good faith and at its sole cost and expense, the existence, the amount or the validity thereof, provided that any such contest shall: (a) be the amount of the damages caused thereby, or the extent of its or Landlord's liability therefor, by appropriate proceedings conducted in accordance with applicable Law; which shall operate during the pendency thereof to prevent (bA) prevent the collection of of, or other realization upon upon, the tax, assessment, levy, fee, rent, charge, Imposition or lien or encumbrance so contested; , (cB) prevent 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 (dE) not subject Landlord to the risk cancellation of any fire or other insurance policy. 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 Lender to (i) criminal liability liability, penalty or sanction, (ii) any civil penaltyliability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlord and provided further Lender or (iii) defeasance of its interest 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 Lender and Landlord harmless against any and all losses, judgments, decrees and costs (including all attorneys' fees and expenses) in connection with any such contest may be conducted only for so long as Tenantand shall, during promptly after the pendency final determination of such contest, shall take any fully pay and all necessary action to prevent any deterioration or worsening of discharge the condition giving rise to the contest that may result in any personal injury or property damage or cause any of the conditions set forth in the foregoing clauses (a) through (d), inclusive, to no longer be satisfied. Tenant shall indemnify Landlord against any liability or penalty assessed against Landlord by reason of such nonpayment. Upon the termination (after final appeal) of any proceeding relating to any contest by Tenant pursuant to this Section 4.8, Tenant shall immediately pay any amount determined in such proceeding to be due or take any action ordered, and in the event Tenant fails to make such payment or take the action, Landlord shall have the right to make any such payment or take the action on behalf of Tenant and charge Tenant therefor, amounts which shall be due levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and payable upon Tenant’s receipt expenses thereof or in connection therewith, and perform all acts the performance of written demand from Landlordwhich shall be ordered or decreed as a result thereof.

Permitted Contests. Notwithstanding any provision 5.3.1. So long as no Event of this Lease to the contraryDefault has occurred and is continuing, Tenant shall not be required to pay, discharge or remove comply with any tax, assessment, levy, fee, rent, charge, lien or encumbrance applicable to the Premises or the use thereof, legal requirement so long as Tenant is contestingshall contest, in good faith and at its sole cost and expense, the existence, amount or validity thereof, provided that any such contest shall: (a) be the amount of the damages caused thereby, or the extent of its or Landlord's liability therefore, by appropriate proceedings conducted in accordance with applicable Law; which shall operate during the pendency thereof to prevent (bi) prevent the collection of or other realization upon the tax, assessment, levy, fee, rent, charge, lien or encumbrance so contested; (c) prevent the sale, forfeiture or loss of the Premises; and (d) not subject Landlord to the risk of any criminal liability or civil penalty, and provided further that any such contest may be conducted only for so long as Tenant, during the pendency of such contest, shall take any and all necessary action to prevent any deterioration or worsening of the condition giving rise to the contest that may result in any personal injury or property damage or cause any of the conditions set forth in Premises, any Base Rent to satisfy the foregoing clauses (a) through (d), inclusive, same or to no longer be satisfied. Tenant shall indemnify Landlord against pay any liability or penalty assessed against Landlord damages caused by reason of such nonpayment. Upon the termination (after final appeal) violation of any proceeding relating such legal requirement or by any such violation, (ii) any interference with the ownership, use or occupancy of any of the Premises, (iii) any interference with the payment of any Base Rent, and (iv) the cancellation of any property or other insurance policy. As a condition to any contest by Tenant pursuant to this Section 4.8such contents, Tenant shall immediately pay furnish Landlord with such security as Landlord shall reasonably request to insure compliance with any amount determined legal requirements so contested. 5.3.2. In no event shall Tenant pursue any contest with respect to any legal requirement or violation referred to above in such proceeding a manner that exposes Landlord 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 the Premises. 5.3.3. Tenant agrees that each such contest shall be due or take any action ordered, promptly and in the event diligently prosecuted to a final conclusion except that Tenant fails to make such payment or take the action, Landlord shall have the right to make attempt to settle or compromise such contest through negotiations. Tenant shall pay and save Landlord harmless against any and all losses, judgments, decrees and costs (including all attorneys' fees and expenses) in connection with any such payment or take contest and shall, promptly after the action on behalf final determination of Tenant such contest, fully pay and charge Tenant therefor, discharge the amounts which shall be due determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and payable upon Tenant’s receipt expenses thereof or in connection therewith, and perform all acts the performance of written demand from Landlordwhich shall be ordered or decreed as a result thereof or which shall be necessary to comply (and cause the Premises to comply) with the legal requirements so contested.

Permitted Contests. Notwithstanding any other provision of this Lease to the contrary, Tenant shall not be required to pay(i) pay any Imposition, or (ii) discharge or remove any taxlien, assessment, levy, fee, rent, charge, lien encumbrance or encumbrance applicable charge referred to the Premises in Paragraph 10 or the use thereof12, so long as Tenant is contestingshall contest, in good faith and at its sole cost and 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 any such contest shall: shall operate at all times during the pendency thereof to prevent (ai) be by appropriate proceedings conducted in accordance with applicable Law; (b) prevent the collection of of, or other realization upon, the sums payable to satisfy any Imposition or lien, encumbrance or other charge so contested, (ii) the sale, forfeiture or loss of the Leased Premises, or any part thereof, or any interest therein or Basic Rent or any Additional Rent, or any portion thereof, (iii) any interference with the use or occupancy of the Leased Premises or any part thereof, (iv) any interference with the payment of Basic Rent or any Additional Rent, or any portion thereof, (v) the cancellation of any fire or other insurance policy, unless such policy is replaced prior to its cancellation by another policy complying with the provisions of this Lease, and (vi) the imposition of any civil or criminal liability upon Landlord. While any such proceedings are pending, Landlord shall not have the right to pay, remove or cause to be discharged the tax, assessment, levy, fee, rentrent or charge or lien, chargeencumbrance or charge thereby being contested, lien or encumbrance so contested; (c) prevent the sale, forfeiture or loss of the Premises; and (d) not subject Landlord to the risk of any criminal liability or civil penalty, and provided further that any such contest may be conducted only for so long as Tenant, during the pendency of such contest, shall take any and all necessary action to prevent any deterioration or worsening of the condition giving rise to the contest that may result in any personal injury or property damage or cause any of the conditions set forth in the foregoing clauses (a) through (d), inclusive, to no longer be satisfied. Tenant shall indemnify Landlord against any liability or penalty assessed against Landlord by reason of such nonpayment. Upon the termination (after final appeal) of any proceeding relating to any contest by Tenant pursuant to this Section 4.8, Tenant shall immediately pay any amount determined in such proceeding to be due or take any action ordered, and in the event Tenant fails to make such payment or take the action, Landlord shall have the right to make require Tenant to establish reasonable reserves for such liabilities being contested if the Landlord reasonably determines such reserves to be necessary. Tenant further agrees to give Landlord prompt notice of Tenant's intention to contest any Imposition and that each such contest shall be promptly prosecuted to a final conclusion. Tenant will pay, and save Landlord harmless against, any and all losses, judgments, decrees and costs (including all reasonable attorneys' fees and expenses) in connection with any such payment contest and will, promptly after the final settlement, compromise or take determination of such contest, fully pay and discharge the action on behalf of Tenant and charge Tenant therefor, amounts which shall be due levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interests, costs and payable upon Tenant’s receipt expenses thereof or in connection therewith, and perform all acts the performance of written demand from Landlordwhich shall be ordered or decreed as a result thereof.

Permitted Contests. Notwithstanding any provision a. So long as no Event of this Lease Default has occurred and is continuing, after prior written notice to the contraryLandlord, Tenant shall not be required to pay(i) pay any Imposition, (ii) comply with any Legal Requirement, (iii) discharge or remove any taxLien referred to in Paragraphs 9 or 12, assessment, levy, fee, rent, charge, lien or encumbrance applicable (iv) take any action with respect to the Premises or the use thereofany violation referred to in Paragraph 11(b), so long as (A) in the event the matter at hand is in respect of a liability exceeding Two Hundred Fifty Thousand and 00/100 Dollars ($250,000) Tenant shall first deposit (pursuant to a commercially reasonable written agreement) with Lender (or Landlord if there is contestingno Lender) cash, a bond, or other security acceptable to Lender in the amount of 125% of the amount (or reasonably estimated amount, if no exact amount is ascertainable) to be contested by Tenant, and (B) Tenant shall contest, in good faith and at its sole cost and expense, the existence, the amount or the validity thereof, provided that any such contest shall: (a) be the amount of the damages caused thereby, or the extent of its or Landlord’s liability therefor, by appropriate proceedings conducted in accordance with applicable Law; which shall operate during the pendency thereof to prevent (b1) prevent the collection of of, or other realization upon upon, the tax, assessment, levy, fee, rent, charge, lien Imposition or encumbrance Lien so contested; , (c2) prevent the sale, forfeiture or loss of any of the Leased Premises; and (d) not subject Landlord , any Basic Rent or any Additional Rent to satisfy the risk same or to pay any damages caused by the violation of any criminal liability such Legal Requirement or civil penaltyby any such violation, and provided further that (3) any interference with the use or occupancy of any of the Leased Premises, (4) any interference with the payment of any Basic Rent or any Additional Rent, (5) any such contest may and/or settlement shall not result in the increase in the Impositions due or result in greater liability (other than any interest, penalty or the like to be conducted only paid by Tenant if the contest is unsuccessful) with respect to any Legal Requirement and (6) the cancellation of any fire or other insurance policy. 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 to (i) criminal liability, penalty or sanction, (ii) any civil liability, penalty or sanction for so long as which Tenant has not made provisions reasonably acceptable to Landlord to pay at Tenant, during ’s expense or (iii) defeasance of its interest (including the pendency subordination of the Lien of any Mortgage to a Lien to which such Mortgage is not otherwise subordinate prior to such contest, shall take any and all necessary action to prevent any deterioration or worsening of the condition giving rise to the contest that may result in any personal injury or property damage or cause any of the conditions set forth ) in the foregoing clauses (a) through (d)Leased Premises. c. Tenant agrees that each such contest shall be promptly and diligently prosecuted to a final conclusion, inclusive, to no longer be satisfied. except that Tenant shall indemnify Landlord against any liability or penalty assessed against Landlord by reason of such nonpayment. Upon the termination (after final appeal) of any proceeding relating to any contest by Tenant pursuant to this Section 4.8, Tenant shall immediately pay any amount determined in such proceeding to be due or take any action ordered, and in the event Tenant fails to make such payment or take the action, Landlord shall have the right to make attempt to settle or compromise such contest through negotiations. Tenant shall pay, protect, defend, indemnify, save and keep harmless each Indemnitee from and against any and all Claims in connection with any such payment or take contest and shall, promptly after the action on behalf final determination of Tenant such contest, fully pay and charge Tenant therefor, discharge the amounts which shall be due levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and payable upon Tenant’s receipt expenses thereof or in connection therewith, and perform all acts the performance of written demand from Landlordwhich shall be ordered or decreed as a result thereof.

Permitted Contests. Notwithstanding any other provision of this Lease to the contraryLease, Tenant shall not be required to pay(a) pay any Imposition, (b) comply with any Legal Requirement, (c) discharge or remove any taxlien referred to in Paragraph 11 or 13 or (d) take any action with respect to any encroachment, assessmentviolation, levyhindrance, fee, rent, charge, lien obstruction or encumbrance applicable impairment referred to in Paragraph 12(c) (such non-compliance with the Premises terms hereof being hereinafter referred to collectively as “Permitted Violations”) and may dispute or contest the use thereofsame, so long as at the time of such non-compliance no Event of Default exists and so long as Tenant is contestingshall contest, at its sole cost and expensein good faith, the existence, amount or validity thereof, provided that any such contest shall: (a) be the amount of the damages caused thereby, or the extent of its or Landlord’s liability therefor by appropriate proceedings conducted in accordance with applicable Law; which shall operate during the pendency thereof to prevent or stay (bi) prevent the collection of of, or other realization upon upon, the tax, assessment, levy, fee, rent, charge, lien or encumbrance Permitted Violation so contested; , (cii) prevent the sale, forfeiture or loss of any of the Leased 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 Leased Premises; , (iv) any interference with the payment of any Rent, (v) the cancellation or material increase in the rate of any insurance policy or a statement by the carrier that coverage will be denied, or (vi) the enforcement or execution of any injunction, order or Legal Requirement with respect to the Permitted Violation. Tenant shall provide Landlord security (by way of example only, in the form of a cash escrow or Letter of Credit) which is satisfactory, in Landlord’s reasonable judgment, to assure that such Permitted Violation is corrected, including all Costs, interest and (d) 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 Xxxxxx to a final conclusion, except that Xxxxxx, so long as the conditions of this Paragraph 14 are at all times complied with, has the right to attempt to settle or 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 such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or 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 a result thereof. No such contest shall subject Landlord to the risk of any civil or criminal liability or civil penalty, and provided further that any such contest may be conducted only for so long as Tenant, during the pendency of such contest, shall take any and all necessary action to prevent any deterioration or worsening of the condition giving rise to the contest that may result in any personal injury or property damage or cause any of the conditions set forth in the foregoing clauses (a) through (d), inclusive, to no longer be satisfied. Tenant shall indemnify Landlord against any liability or penalty assessed against Landlord by reason of such nonpayment. Upon the termination (after final appeal) of any proceeding relating to any contest by Tenant pursuant to this Section 4.8, Tenant shall immediately pay any amount determined in such proceeding to be due or take any action ordered, and in the event Tenant fails to make such payment or take the action, Landlord shall have the right to make any such payment or take the action on behalf of Tenant and charge Tenant therefor, which shall be due and payable upon Tenant’s receipt of written demand from Landlordliability.