Common use of Permitted Contests Clause in Contracts

Permitted Contests. Lessee, upon prior written notice to Lessor, on its own, or, with Lessor’s prior written consent (not to be unreasonably withheld), in Lessor’s name, at Lessee’s expense, may contest, by appropriate legal proceedings conducted in good faith and with due diligence, the amount, validity or application, in whole or in part, of any Legal Requirement, any requirement under Permitted Encumbrances, any requirement under Environmental Laws or any lien, attachment, levy, encumbrance, charge or claim; subject, however, to the further requirement that (a) neither the Properties nor any Rental due hereunder, nor any part or interest in either, shall be in danger of being sold, forfeited, attached or lost pending the outcome of such proceedings; (b) neither Lessor nor Lessee shall be in any danger of civil or criminal liability for failure to comply therewith pending the outcome of such proceedings; (c) no Event of Default shall have occurred and be continuing at the time of or during such contest; (d) if and to the extent required by the applicable authority, Lessee shall post a bond or take other steps reasonably acceptable to such authority that stays enforcement thereof; (e) Lessee shall promptly provide Lessor with copies of all notices received or delivered by Lessee and filings made by Lessee in connection with such proceeding; and (f) if any such contest is finally resolved against Lessor or Lessee, Lessee shall promptly pay the amount required to be paid, together with all costs, fees (including attorneys’ fees and disbursements), interest, penalties and other liabilities in connection therewith, or comply with the applicable requirement. Lessee shall indemnify, defend, protect and save Lessor harmless from and against any Losses that may be imposed upon Lessor in connection with any such contest.

Permitted Contests. Lessee, upon prior written notice to Lessor, on its own, or, with Lessor’s prior written consent (not to be unreasonably withheld), in Lessor’s name, at Lessee’s expense, LESSEE may contest, contest by appropriate legal proceedings conducted in good faith and with due diligenceproceedings, the amount, validity or application, in whole or in part, application of any Legal Requirement, any requirement under Permitted Encumbrances, any requirement under Environmental Laws Requirement which LESSEE is obligated to comply with or any lienLien which LESSEE is obligated to discharge, attachment, levy, encumbrance, charge or claim; subject, however, to the further requirement provided that (a) neither such proceedings shall suspend the Properties nor collection of any Rental amounts due hereunderas a result thereof, nor any part or interest in either, shall be in danger of being sold, forfeited, attached or lost pending the outcome of such proceedings; (b) neither Lessor nor Lessee shall no part of the Demised Premises or of any Basic Rent or Additional Rent or other sum payable hereunder would be in subject to loss, sale or forfeiture during such proceedings, (c) LESSOR would not be subject to any danger of civil or criminal liability for failure to comply therewith pending pay or perform, as the outcome of such proceedings; (c) no Event of Default shall have occurred and be continuing at the time of or during such contest; case may be, (d) if and to LESSEE shall have furnished such security as may be required in the extent required proceedings or reasonably requested by the applicable authorityLESSOR, Lessee shall post a bond or take other steps reasonably acceptable to such authority that stays enforcement thereof; (e) Lessee such proceedings shall promptly provide Lessor with copies not affect the payment of all notices received Basic Rent, Additional Rent or delivered by Lessee and filings made by Lessee in connection with such proceeding; any other sum payable to LESSOR hereunder or prevent LESSEE from using the Demised Premises for its permitted use hereunder, and (f) if LESSEE shall notify LESSOR of any such contest is finally resolved against Lessor or Lesseeproceedings not less than ten (10) days prior to the commencement thereof, Lessee and shall describe such proceedings in reasonable detail. LESSEE will conduct all such contests in good faith and with due diligence and will, promptly after the determination of such contest, pay the amount required and discharge all amounts which shall be determined to be paid, together with all costs, fees (including attorneys’ fees and disbursements), interest, penalties and other liabilities in connection therewith, or comply with the applicable requirement. Lessee shall indemnify, defend, protect and save Lessor harmless from and against any Losses that may be imposed upon Lessor in connection with any such contestpayable therein.

Permitted Contests. Notwithstanding any provision hereof to the contrary, Lessee shall not be required, nor shall Lessor have the right to require Lessee, to pay, discharge or remove any tax, assessment, levy, fee, rent, charge, lien or encumbrance, or to comply with any Legal Requirements applicable to the Premises or the use thereof, as long as Lessee shall contest, diligently and in good faith, the existence, amount or validity thereof by appropriate proceedings which shall prevent the collection of or other realization upon the tax, assessment, levy, fee, rent, charge, lien or encumbrance so contested, and which also shall prevent the sale, forfeiture or loss of the Premises, or any part thereof, or any part of the rents, issues and profits thereof, to satisfy the same or Legal Requirements, and which shall not affect the payment of any sums required to be paid by Lessee hereunder, provided that (i) Lessee provides Lessor with prior written notice to Lessor, on its own, or, with Lessor’s prior written consent (not to be unreasonably withheld), in Lessor’s name, at Lessee’s expense, may of such contest, by appropriate legal proceedings conducted in good faith and with due diligence, (ii) such contest shall not subject Lessor to the amount, validity or application, in whole or in part, risk of any Legal Requirementcriminal liability or civil liability. Lessee shall give such security as may be reasonably requested by Lessor to insure ultimate payment of such tax, any requirement under Permitted Encumbrances, any requirement under Environmental Laws or any lien, attachmentassessment, levy, encumbrancefee, charge rent, charge, lien or claim; subject, however, encumbrance and compliance with Legal Requirements and to prevent any sale or forfeiture of the further requirement that (a) neither the Properties nor Premises or any Rental due hereunder, nor portion thereof or any part or interest in eitherof the rents, shall be in danger of being sold, forfeited, attached or lost pending the outcome of such proceedings; (b) neither Lessor nor Lessee shall be in any danger of civil or criminal liability for failure to comply therewith pending the outcome of such proceedings; (c) no Event of Default shall have occurred issues and be continuing at the time of or during such contest; (d) if profits thereof and to the extent required by the applicable authority, Lessee shall post a bond or take other steps reasonably acceptable to such authority that stays enforcement thereof; (e) Lessee shall promptly provide Lessor with copies of all notices received or delivered by Lessee and filings made by Lessee in connection with such proceeding; and (f) if any such contest is finally resolved against Lessor or Lessee, Lessee shall promptly pay the amount required to be paid, together with all costs, fees (including attorneys’ fees and disbursements), interest, penalties and other liabilities in connection therewith, or comply with the applicable requirement. Lessee shall indemnify, defend, protect and save Lessor harmless from and against any Losses that may be imposed upon Lessor in connection with any such contest.to

Permitted Contests. Lessee, upon After receiving the prior written notice to approval of Lessor, on its own, or, with Lessor’s prior written consent (not to be unreasonably withheld), in Lessor’s nameLessee, at Lessee’s 's own expense, may contest, by appropriate legal proceedings conducted in good faith and with due diligence, contest the amount, amount or validity or application, in whole or in part, of any Imposition to be paid by Lessee or any Legal Requirement, any requirement under Permitted Encumbrances, any requirement under Environmental Laws Requirement or Insurance Requirement or any lien, attachment, levy, encumbrance, charge or claim; subjectclaim ("CLAIMS") not otherwise permitted by Article 11 by appropriate legal proceeding, howeverpromptly initiated and conducted in good faith and with due diligence, to the further requirement provided that (a) neither Lessor would be permitted to do so under the Properties nor provisions of any Rental due hereundermortgage or deed of trust superior in lien to the this Lease; (b) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Lessor is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (c) the Leased Property nor any part thereof or interest in either, shall therein will be in imminent danger of being sold, forfeited, attached terminated, canceled or lost pending the outcome of such proceedings; (b) neither Lessor nor Lessee shall be in any danger of civil or criminal liability for failure to comply therewith pending the outcome of such proceedings; (c) no Event of Default shall have occurred and be continuing at the time of or during such contestlost; (d) if and to the extent required by the applicable authority, Lessee shall post a bond or take other steps reasonably acceptable to such authority that stays enforcement thereof; (e) Lessee shall promptly provide Lessor with copies of all notices received or delivered by Lessee and filings made by Lessee in connection with such proceeding; and (f) if any such contest is finally resolved against Lessor or Lessee, Lessee shall promptly upon final determination thereof pay the amount required to be paidof any such Claim, together with all costs, fees (including attorneys’ fees interest and disbursements), interest, penalties and other liabilities which may be payable in connection therewith; (e) such proceeding shall suspend the collection of such contested Claim from the Leased Property; and (f) Lessee shall furnish such security as may be required in the proceeding, or comply as may be reasonably requested by Lessor, to insure the payment of any such Claim, together with the applicable requirementall interest and penalties thereon. Lessee shall indemnify, defend, protect be entitled to any refund of any Claims and save such charges and penalties or interest thereon which have been paid by Lessee or paid by Lessor harmless from and against any Losses that may be imposed upon for which Lessor in connection with any such contesthas been fully reimbursed.

Permitted Contests. LesseeNotwithstanding any provision of this Lease Agreement to the contrary, upon prior written notice Lessee shall not be required, nor shall Lessor have the right, to Lessorpay, on its owndischarge or remove any tax, or, with Lessor’s prior written consent (not to be unreasonably withheld), in Lessor’s name, at Lessee’s expense, may contest, by appropriate legal proceedings conducted in good faith and with due diligence, the amount, validity or application, in whole or in part, of any Legal Requirement, any requirement under Permitted Encumbrances, any requirement under Environmental Laws or any lien, attachmentassessment, levy, fee, rent (except the Base Rent or the Successive Term Rent, as the case may be, and any other sums due hereunder payable to or for the benefit of Lessor), charge, lien or encumbrance, charge or claim; subjectto comply with any Legal Requirement applicable to the Leased Property or the use thereof, howeveras long as Lessee shall contest the existence, amount or validity thereof by appropriate proceedings which shall prevent the collection of or other realization upon the tax, assessment, levy, fee, rent, charge, lien or encumbrance so contested, and which also shall prevent the sale, forfeiture or loss of the Leased Property or the Base Rent or the Successive Term Rent, as the case may be, or to satisfy the same or Legal Requirements, and which shall not affect the payment of the Base Rent or the Successive Term Rent, as the case may be, provided that such contest shall not subject Lessor to the risk of any criminal liability or any material civil liability. Lessee shall give such reasonable security as may be demanded by Xxxxxx, or any mortgagee, to the further requirement that (a) neither the Properties nor any Rental due hereunder, nor any part or interest in either, shall be in danger of being sold, forfeited, attached or lost pending the outcome insure ultimate payment of such proceedings; (b) neither Lessor nor Lessee shall be in any danger of civil tax, assessment, levy, fee, rent, charge, lien, or criminal liability for failure to comply therewith pending the outcome of such proceedings; (c) no Event of Default shall have occurred encumbrance and be continuing at the time of or during such contest; (d) if compliance with Legal Requirements and to prevent any sale or forfeiture of the extent required by Leased Property, the applicable authorityBase Rent or the Successive Term Rent, Lessee shall post a bond as the case may be, or take any other steps reasonably acceptable to such authority that stays enforcement thereof; (e) Lessee shall promptly provide Lessor with copies of all notices received or delivered by Lessee and filings made by Lessee in connection with such proceeding; and (f) if any such contest is finally resolved against Lessor or Lessee, Lessee shall promptly pay the amount sum required to be paid, together with all costs, fees (including attorneys’ fees and disbursements), interest, penalties and other liabilities in connection therewith, or comply with the applicable requirement. paid by Lessee shall indemnify, defend, protect and save Lessor harmless from and against any Losses that may be imposed upon Lessor in connection with any such contesthereunder.

Permitted Contests. Lessee, upon prior written notice to Lessor, on its own, or, with Lessor’s prior written consent (not to be unreasonably withheld), in Lessor’s name, at Lessee’s expense, Tenant may contest, contest by appropriate legal proceedings conducted in good faith and with due diligenceproceedings, the amount, validity or application, in whole or in part, application of any Legal Requirement, any requirement under Permitted Encumbrances, any requirement under Environmental Applicable Laws with which Tenant is obligated to comply or any lienLien which Tenant is obligated to discharge, attachment, levy, encumbrance, charge or claim; subject, however, to the further requirement provided that (a) neither such proceedings shall suspend or stay the Properties nor any Rental due hereundercollection thereof, nor any part or interest in either, shall be in danger of being sold, forfeited, attached or lost pending the outcome of such proceedings; (b) neither Lessor nor Lessee shall no part of the Leased Premises or of any Base Rent or Additional Rent or other sum payable hereunder would be in subject to loss, sale or forfeiture during such proceedings, (c) Landlord would not be subject to any danger of civil or criminal liability for failure to comply therewith pending pay or perform, as the outcome of such proceedings; (c) no Event of Default shall have occurred and be continuing at the time of or during such contest; case may be, (d) if and to Tenant shall have furnished such security as may be required in the extent required by the applicable authorityproceedings, Lessee shall post a bond or take other steps reasonably acceptable to such authority that stays enforcement thereof; (e) Lessee such proceedings shall promptly provide Lessor with copies not affect the payment of all notices received Base Rent, Additional Rent or delivered by Lessee and filings made by Lessee in connection with such proceeding; any other sum payable to Landlord hereunder or prevent Tenant from using the Leased Premises for its intended purposes, and (f) if Tenant shall notify Landlord of any such contest is proceedings not less than two (2) days prior to the commencement thereof, and shall describe such proceedings in reasonable detail. Tenant will conduct all such contests in good faith and with due diligence and will, promptly after the determination of such contest, pay and discharge all amounts which shall be finally resolved against Lessor or Lessee, Lessee shall promptly pay the amount required determined to be paid, together with all costs, fees (including attorneys’ fees and disbursements), interest, penalties and other liabilities in connection therewith, or comply with the applicable requirement. Lessee shall indemnify, defend, protect and save Lessor harmless from and against any Losses that may be imposed upon Lessor in connection with any such contestpayable pursuant thereto.

Permitted Contests. Lessee, upon prior written notice to Lessor, on its own, or, with Lessor’s prior written consent (not to be unreasonably withheld), in Lessor’s name, at Lessee’s expense, LESSEE may contest, contest by appropriate legal proceedings conducted in good faith and with due diligenceproceedings, the amount, validity or application, in whole or in part, application of any Legal Requirement, any requirement under Permitted Encumbrances, any requirement under Environmental Laws Requirement which LESSEE is obligated to comply with or any lienLien which LESSEE is obligated to discharge, attachment, levy, encumbrance, charge or claim; subject, however, to the further requirement provided that (a) neither such proceedings shall suspend the Properties nor any Rental due hereundercollection thereof, nor any part or interest in either, shall be in danger of being sold, forfeited, attached or lost pending the outcome of such proceedings; (b) neither Lessor nor Lessee shall no part of the Premises or of any Basic Rent or Additional Rent or other sum payable hereunder would be in subject to loss, sale or forfeiture during such proceedings, (c) LESSOR would not be subject to any danger of civil or criminal liability for failure to comply therewith pending pay or perform, as the outcome of such proceedings; (c) no Event of Default shall have occurred and be continuing at the time of or during such contest; case may be, (d) if and to LESSEE shall have furnished such security as may be required in the extent required proceedings or reasonably requested by the applicable authorityLESSOR, Lessee shall post a bond or take other steps reasonably acceptable to such authority that stays enforcement thereof; (e) Lessee such proceedings shall promptly provide Lessor with copies not affect the payment of all notices received Basic Rent, Additional Rent or delivered by Lessee and filings made by Lessee in connection with such proceeding; any other sum payable to LESSOR hereunder or prevent LESSEE from using the Demised Premises for its intended purposes, and (f) if LESSEE shall notify LESSOR of any such contest is finally resolved against Lessor or Lesseeproceedings not less than ten (10) days prior to the commencement thereof, Lessee and shall describe such proceedings in reasonable detail. LESSEE will conduct all such contests in good faith and with due diligence and will, promptly after the determination of such contest, pay the amount required and discharge all amounts which shall be determined to be paid, together with all costs, fees (including attorneys’ fees and disbursements), interest, penalties and other liabilities in connection therewith, or comply with the applicable requirement. Lessee shall indemnify, defend, protect and save Lessor harmless from and against any Losses that may be imposed upon Lessor in connection with any such contestpayable therein.

Permitted Contests. Lessee, upon prior written notice to Lessor, on its own, or, with Lessor’s prior written consent (not to be unreasonably withheld), in Lessor’s name, at Lessee’s expense, LESSEE may contest, contest by appropriate legal proceedings conducted in good faith and with due diligenceproceedings, the amount, validity or application, in whole or in part, application of any Legal Requirement, any requirement under Permitted Encumbrances, any requirement under Environmental Laws Requirement which LESSEE is obligated to comply with or any lienLien which LESSEE is obligated to discharge, attachment, levy, encumbrance, charge or claim; subject, however, to the further requirement provided that (a) neither such proceedings shall suspend the Properties nor any Rental due hereundercollection thereof, nor any part or interest in either, shall be in danger of being sold, forfeited, attached or lost pending the outcome of such proceedings; (b) neither Lessor nor Lessee shall no part of the Premises or of any Basic Rent or Additional Rent or other sum payable hereunder would be in subject to loss, sale or forfeiture during such proceedings, (c) LESSOR would not be subject to any danger of civil or criminal liability for failure to comply therewith pending pay or perform, as the outcome of such proceedings; (c) no Event of Default shall have occurred and be continuing at the time of or during such contest; case may be, (d) if and to LESSEE shall have furnished such security as may be required in the extent required proceedings or reasonably requested by the applicable authorityLESSOR, Lessee shall post a bond or take other steps reasonably acceptable to such authority that stays enforcement thereof; (e) Lessee such proceedings shall promptly provide Lessor with copies not affect the payment of all notices received Basic Rent, Additional Rent or delivered by Lessee and filings made by Lessee in connection with such proceeding; any other sum payable to LESSOR hereunder or prevent LESSEE from using the Demised Premises for its intended purposes, and (f) if LESSEE shall notify LESSOR of any such contest is finally resolved against Lessor or Lesseeproceedings not less than ten (10) days prior to the commencement thereof, Lessee and shall describe such proceedings in reasonable detail. LESSEE will conduct all such contests in good faith and with due diligence and will, promptly after the determination of such contest, pay the amount required and discharge all amounts which shall be determined to be paid, together with all costs, fees (including attorneys’ fees and disbursements), interest, penalties and other liabilities in connection therewith, or comply with the applicable requirementpayable therein. Lessee shall indemnify, defend, protect and save Lessor harmless from and against any Losses that may be imposed upon Lessor in connection with any such contest.ARTICLE 14

Permitted Contests. Lessee, upon prior written notice to Lessor, on its own, or, with Lessor’s prior written consent (not to be unreasonably withheld), in Lessor’s name, at Lessee’s expense, Lessee may contest, by appropriate legal proceedings conducted in good faith and with due diligenceproceedings, the amount, validity or application, in whole or in part, application of any Legal Requirement, any requirement under Permitted Encumbrances, any requirement under Environmental Laws Requirement which Lessee is obligated to comply with or any lienLien which Lessee is obligated to discharge, attachment, levy, encumbrance, charge or claim; subject, however, to the further requirement provided that (a) neither such proceedings shall suspend the Properties nor any Rental due hereundercollection thereof, nor any part or interest in either, shall be in danger of being sold, forfeited, attached or lost pending the outcome of such proceedings; (b) neither no part of the Property and/or the Premises or of any Basic Rent or Additional Rent or other sum payable hereunder would be subject to loss, sale or forfeiture during such proceedings, (c) Lessor nor Lessee shall would not be in subject to any danger of civil or criminal liability for failure to comply therewith pending pay or perform, as the outcome of such proceedings; (c) no Event of Default shall have occurred and be continuing at the time of or during such contest; case may be, (d) if and to the extent required by the applicable authority, Lessee shall post a bond have furnished such security as may be required in the proceedings or take other steps reasonably acceptable to such authority that stays enforcement thereof; requested by Lessor, (e) such proceedings shall not affect the payment of Basic Rent or Additional Rent or prevent Lessee shall promptly provide Lessor with copies of all notices received or delivered by Lessee and filings made by Lessee in connection with such proceeding; from using the Premises for its intended purposes, and (f) if Lessee shall notify Lessor of any such contest is finally resolved against Lessor or Lesseeproceedings not less than ten (10) days prior to the commencement thereof, and shall describe such proceedings in reasonable detail. Lessee will conduct all such contests in good faith and with due diligence and will, promptly after the determination of such contest, pay and discharge all amounts which shall promptly pay the amount required be determined to be paid, together with all costs, fees (including attorneys’ fees and disbursements), interest, penalties and other liabilities in connection therewith, or comply with the applicable requirement. Lessee shall indemnify, defend, protect and save Lessor harmless from and against any Losses that may be imposed upon Lessor in connection with any such contestpayable therein.

Permitted Contests. Lessee, upon prior written notice to Lessor, on its own, or, with Lessor’s prior written consent (not to be unreasonably withheld), in Lessor’s name, at Lessee’s expense, LESSEE may contest, contest by appropriate legal proceedings conducted in good faith and with due diligenceproceedings, the amount, validity or application, in whole or in part, application of any Legal Requirement, any requirement under Permitted Encumbrances, any requirement under Environmental Laws Requirement (including controls and requirements with which LESSEE is obligated to comply pursuant to Section 9.5) which LESSEE is obligated to comply with or any lienLien which LESSEE is obligated to discharge, attachment, levy, encumbrance, charge or claim; subject, however, to the further requirement provided that (a) neither such proceedings shall suspend the Properties nor any Rental due hereundercollection thereof, nor any part or interest in either, shall be in danger of being sold, forfeited, attached or lost pending the outcome of such proceedings; (b) neither Lessor nor Lessee shall no part of the Premises or of any Basic Rent or Additional Rent or other sum payable hereunder would be in subject to loss, sale or forfeiture during such proceedings, (c) LESSOR would not be subject to any danger of civil or criminal liability for failure to comply therewith pending pay or perform, as the outcome of such proceedings; (c) no Event of Default shall have occurred and be continuing at the time of or during such contest; case may be, (d) if and to LESSEE shall have furnished such security as may be required in the extent required proceedings or reasonably requested by the applicable authorityLESSOR, Lessee shall post a bond or take other steps reasonably acceptable to such authority that stays enforcement thereof; (e) Lessee such proceedings shall promptly provide Lessor with copies not affect the payment of all notices received Basic Rent, Additional Rent or delivered by Lessee and filings made by Lessee in connection with such proceeding; any other sum payable to LESSOR hereunder or prevent LESSEE from using the Demised Premises for its intended purposes, and (f) if LESSEE shall notify LESSOR of any such contest is finally resolved against Lessor or Lesseeproceedings not less than ten (10) days prior to the commencement thereof, Lessee and shall describe such proceedings in reasonable detail. LESSEE will conduct all such contests in good faith and with due diligence and will, promptly after the determination of such contest, pay the amount required and discharge all amounts which shall be determined to be paid, together with all costs, fees (including attorneys’ fees and disbursements), interest, penalties and other liabilities in connection therewith, or comply with the applicable requirement. Lessee shall indemnify, defend, protect and save Lessor harmless from and against any Losses that may be imposed upon Lessor in connection with any such contestpayable therein.

Permitted Contests. Lessee, upon prior written notice to on Lessor's behalf, on its own, or, with Lessor’s prior written consent (not to be unreasonably withheld), in Lessor’s name, but at Lessee’s 's expense, may contest, by appropriate legal proceedings conducted in good faith and with due diligence, the amount, amount or validity or application, in whole or in part, of any Legal Requirement, real property taxes or any requirement under Permitted Encumbrances, any requirement under Environmental Laws or insurance requirements or any lien, attachmentencumbrance, levycharge or claim not permitted by Section 18.2, provided that (a) in the case of an unpaid real property taxes, lien, encumbrance, charge or claim; subject, howeverthe commencement and continuation of such proceedings shall suspend the collection thereof from Lessor and/or from the Premises, to the further requirement that (ab) neither the Properties Premises nor any Rental due hereunder, rent therefrom nor any part thereof or interest in either, shall therein would be in any immediate danger of being sold, forfeited, attached terminated, cancelled or lost pending lost, (c) in the outcome case of such proceedings; (b) neither a Laws, Lessor nor Lessee shall would not be in any danger of civil or criminal liability for failure to comply therewith pending the outcome of such proceedings; (c) no Event of Default shall have occurred , and be continuing at the time of or during such contest; (d) if and to the extent required by the applicable authority, Lessee shall post a bond or take other steps reasonably acceptable to such authority that stays enforcement thereof; (e) Lessee shall promptly provide Lessor with copies of all notices received or delivered by Lessee and filings made by Lessee in connection with such proceeding; and (f) if any such contest is be finally resolved against Lessor or Lessee, Lessee shall shall, as additional rent due hereunder, promptly pay the amount required to be paid, together with all costs, fees (including attorneys’ fees interest and disbursements), interest, penalties and other liabilities in connection therewithaccrued thereon, or comply with the applicable requirementLaws or insurance requirements. Lessee shall indemnify, defend, protect indemnify and save Lessor harmless from and against any Losses liability, cost or expense of any kind that may be imposed upon Lessor in connection with any such contestcontest and any loss resulting therefrom.

Permitted Contests. Lessee, upon prior written notice to Lessor, on its own, or, with Lessor’s prior written consent (not to be unreasonably withheld), in Lessor’s name, at Lessee’s expense, LESSEE may contest, contest by appropriate legal proceedings conducted in good faith and with due diligenceproceedings, the amount, validity or application, in whole or in part, application of any Legal Requirement, any requirement under Permitted Encumbrances, any requirement under Environmental Laws Requirement which LESSEE is obligated to comply with or any lienLien which LESSEE is obligated to discharge, attachment, levy, encumbrance, charge or claim; subject, however, to the further requirement provided that (a) neither such proceedings shall suspend the Properties nor any Rental due hereundercollection thereof, nor any part or interest in either, shall be in danger of being sold, forfeited, attached or lost pending the outcome of such proceedings; (b) neither Lessor nor Lessee shall no part of the Premises or of any Basic Rent or Additional Rent or other sum payable hereunder would be in subject to loss, sale or forfeiture during such proceedings, (c) LESSOR would not be subject to any danger of civil or criminal liability for failure to comply therewith pending pay or perform, as the outcome of such proceedings; (c) no Event of Default shall have occurred and be continuing at the time of or during such contest; case may be, (d) if and to LESSEE shall have furnished such security as may be required in the extent required proceedings or reasonably requested by the applicable authorityLESSOR, Lessee shall post a bond or take other steps reasonably acceptable to such authority that stays enforcement thereof; (e) Lessee such proceedings shall promptly provide Lessor with copies not affect the payment of all notices received Basic Rent, Additional Rent or delivered by Lessee and filings made by Lessee in connection with such proceeding; any other sum payable to LESSOR hereunder or prevent LESSEE from using the Premises for the purposes permitted hereunder, and (f) if LESSEE shall notify LESSOR of any such contest is finally resolved against Lessor or Lesseeproceedings not less than fifteen (15) days prior to the commencement thereof, Lessee and shall describe such proceedings in reasonable detail. LESSEE will conduct all such contests in good faith and with due diligence and will, promptly after the determination of such contest, pay the amount required and discharge all amounts which shall be determined to be paid, together with all costs, fees (including attorneys’ fees and disbursements), interest, penalties and other liabilities in connection therewith, or comply with the applicable requirement. Lessee shall indemnify, defend, protect and save Lessor harmless from and against any Losses that may be imposed upon Lessor in connection with any such contestpayable therein.

Permitted Contests. LesseeNotwithstanding any provision of this Lease Agreement to the contrary, upon prior written notice Lessee shall not be required, nor shall Lessor have the right, to Lessorpay, on its owndischarge or remove any tax, or, with Lessor’s prior written consent (not to be unreasonably withheld), in Lessor’s name, at Lessee’s expense, may contest, by appropriate legal proceedings conducted in good faith and with due diligence, the amount, validity or application, in whole or in part, of any Legal Requirement, any requirement under Permitted Encumbrances, any requirement under Environmental Laws or any lien, attachmentassessment, levy, fee, rent (except the Base Rent or the Successive Term Rent, as the case may be, and any other sums due hereunder payable to or for the benefit of Lessor), charge, lien or encumbrance, charge or claim; subjectto comply with any Legal Requirement applicable to the Leased Property or the use thereof, howeveras long as Lessee shall contest the existence, amount or validity thereof by appropriate proceedings which shall prevent the collection of or other realization upon the tax, assessment, levy, fee, rent, charge, lien or encumbrance so contested, and which also shall prevent the sale, forfeiture or loss of the Leased Property or the Base Rent or the Successive Term Rent, as the case may be, or to satisfy the same or Legal Requirements, and which shall not affect the payment of the Base Rent or the Successive Term Rent, as the case may be, provided that such contest shall not subject Lessor to the risk of any criminal liability or any material civil liability. Lessee shall give such reasonable security as may be demanded by Lessor, or any mortgagee, to the further requirement that (a) neither the Properties nor any Rental due hereunder, nor any part or interest in either, shall be in danger of being sold, forfeited, attached or lost pending the outcome insure ultimate payment of such proceedings; (b) neither Lessor nor Lessee shall be in any danger of civil tax, assessment, levy, fee, rent, charge, lien, or criminal liability for failure to comply therewith pending the outcome of such proceedings; (c) no Event of Default shall have occurred encumbrance and be continuing at the time of or during such contest; (d) if compliance with Legal Requirements and to prevent any sale or forfeiture of the extent required by Leased Property, the applicable authorityBase Rent or the Successive Term Rent, Lessee shall post a bond as the case may be, or take any other steps reasonably acceptable to such authority that stays enforcement thereof; (e) Lessee shall promptly provide Lessor with copies of all notices received or delivered by Lessee and filings made by Lessee in connection with such proceeding; and (f) if any such contest is finally resolved against Lessor or Lessee, Lessee shall promptly pay the amount sum required to be paid, together with all costs, fees (including attorneys’ fees and disbursements), interest, penalties and other liabilities in connection therewith, or comply with the applicable requirement. paid by Lessee shall indemnify, defend, protect and save Lessor harmless from and against any Losses that may be imposed upon Lessor in connection with any such contesthereunder.

Permitted Contests. Lessee, upon After receiving the prior written notice to approval of Lessor, on its own, or, with Lessor’s prior written consent (not to be unreasonably withheld), in Lessor’s nameLessee, at Lessee’s own expense, may contest, by appropriate legal proceedings conducted in good faith and with due diligence, contest the amount, amount or validity or application, in whole or in part, of any Imposition to be paid by Lessee or any Legal Requirement, any requirement under Permitted Encumbrances, any requirement under Environmental Laws Requirement or Insurance Requirement or any lien, attachment, levy, encumbrance, charge or claim; subjectclaim (“Claims”) not otherwise permitted by Article 11 by appropriate legal proceeding, howeverpromptly initiated and conducted in good faith and with due diligence, to the further requirement provided that (a) neither Lessor would be permitted to do so under the Properties nor provisions of any Rental due hereundermortgage or deed of trust superior in lien to the this Lease; (b) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Lessor is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (c) the Leased Property nor any part thereof or interest in either, shall therein will be in imminent danger of being sold, forfeited, attached terminated, canceled or lost pending the outcome of such proceedings; (b) neither Lessor nor Lessee shall be in any danger of civil or criminal liability for failure to comply therewith pending the outcome of such proceedings; (c) no Event of Default shall have occurred and be continuing at the time of or during such contestlost; (d) if and to the extent required by the applicable authority, Lessee shall post a bond or take other steps reasonably acceptable to such authority that stays enforcement thereof; (e) Lessee shall promptly provide Lessor with copies of all notices received or delivered by Lessee and filings made by Lessee in connection with such proceeding; and (f) if any such contest is finally resolved against Lessor or Lessee, Lessee shall promptly upon final determination thereof pay the amount required to be paidof any such Claim, together with all costs, fees (including attorneys’ fees interest and disbursements), interest, penalties and other liabilities which may be payable in connection therewith; (e) such proceeding shall suspend the collection of such contested Claim from the Leased Property; and (f) Lessee shall furnish such security as may be required in the proceeding, or comply as may be reasonably requested by Lessor, to insure the payment of any such Claim, together with the applicable requirementall interest and penalties thereon. Lessee shall indemnify, defend, protect be entitled to any refund of any Claims and save such charges and penalties or interest thereon which have been paid by Lessee or paid by Lessor harmless from and against any Losses that may be imposed upon for which Lessor in connection with any such contesthas been fully reimbursed.

Permitted Contests. Lessee, upon prior written notice to Lessor, on its own, or, with Lessor’s prior written consent (not to be unreasonably withheld), in Lessor’s name, at Lessee’s expense, may contest, by appropriate legal proceedings conducted in good faith and with due diligence, the amount, validity or application, in whole or in part, of any Legal Requirement, any requirement under Permitted Encumbrances, any requirement under Environmental Laws or any lien, attachment, levy, encumbrance, charge or claim; subject, however, to the further requirement that (a) neither the Properties nor any Rental due hereunder, nor any part or interest in either, shall be in danger of being sold, forfeited, attached or lost pending the outcome of such proceedings; So long as (b) neither Lessor nor Lessee shall be in any danger of civil or criminal liability for failure to comply therewith pending the outcome of such proceedings; (cw) no Unwind Event, Environmental Trigger or Event of Default has occurred, (x) no Termination Notice has been delivered or been deemed to have been delivered, (y) the Lessee shall not have occurred notified the Lessor pursuant to paragraph 27(a)(ii) that it is terminating this Lease and abandoning the Property or (z) the Lessee shall not have otherwise surrendered or be continuing at required to surrender the time of or during such contest; (d) if and Property to the extent required by Lessor for any reason (including, without limitation, pursuant to paragraph 23(a)), the applicable authority, Lessee shall post a bond not be required, nor shall the Lessor have the right, to pay, discharge or take other steps reasonably acceptable remove any Charges or to such authority that stays enforcement thereof; (e) comply or cause the Property or any part thereof to comply with any applicable Legal Requirement or to pay any materialman's, laborer's or undischarged or unremoved Lien, as long as the Lessee shall promptly provide at its sole cost and expense contest, or cause to be contested, diligently and in good faith, the existence, amount or validity thereof by appropriate proceedings, which shall (i) in the case of an unpaid Property Charge or undischarged or unremoved Lien, prevent the collection thereof from the Lessor with copies or against the Property or any part thereof, (ii) prevent the sale, forfeiture or loss of all notices received the Property or delivered by Lessee and filings made by Lessee in connection with such proceeding; any part thereof, and (fiii) if any such contest is finally resolved against Lessor or Lessee, Lessee shall promptly pay in the amount required to be paid, together with all costs, fees (including attorneys’ fees and disbursements), interest, penalties and other liabilities in connection therewith, or comply with the applicable requirement. Lessee shall indemnify, defend, protect and save Lessor harmless from and against any Losses that may be imposed upon Lessor in connection with any such contest.case of a