Common use of Tenant's Right to Contest Laws and Ordinances Clause in Contracts

Tenant's Right to Contest Laws and Ordinances. After prior written notice to Landlord, Tenant, at its sole cost and expense and without cost or expense to Landlord, shall have the right to contest the validity or application of any law in the name of Tenant or Landlord, or both, by appropriate legal proceedings diligently conducted but only if compliance with the terms of any such law or ordinance pending the prosecution of any such proceeding, may legally be delayed without incurring of any lien, charge or liability of any kind against the Demised Premises, or any portion thereof, and without subjecting Landlord or Tenant to any liability, civil or criminal, for failure so to comply therewith until the final determination of such proceeding; provided, however, if any lien, charge or civil liability would be incurred by reason of any such delay, Tenant nevertheless, on the prior written consent of Landlord, which consent shall not be unreasonably withheld, may contest as aforesaid and delay as aforesaid, provided that such delay would not subject Tenant or Landlord to criminal liability and Tenant (a) furnishes Landlord security, reasonably satisfactory to Landlord, against any loss or injury by reason of any such contest or delay, (b) prosecutes the contest with due diligence and in good faith, and (c) agrees to indemnify, defend and hold harmless Landlord and the Demised Premises from any charge, liability or expense whatsoever. The security furnished to Landlord by Tenant may be in the form of a cash deposit or a Certificate of Deposit (“CD”) issued by a national bank or federal savings and loan association payable to Landlord. Landlord shall be entitled to apply such security against an uncured Event of Default hereunder and, if during the continuance of such proceedings, Landlord shall, from time to time, reasonably deem the amount deposited, as aforesaid, insufficient, Tenant shall upon demand of Landlord make additional deposits of such additional sums of money or such additional CD’s as Landlord may reasonably request. If Tenant is required to make such additional deposits hereunder and Tenant fails to make same, the amount theretofore deposited may be applied by Landlord to the payment, removal or discharge of such liability, and the interest, fines and penalties in connection therewith, and any costs, fees (including attorneys’ fees) and other liability (including costs incurred by Landlord) accruing in any such proceedings. Upon resolution of any such contest, Landlord shall return all amounts or CD’s previously deposited with Landlord with respect to the contest of such laws, less any amounts applied by Landlord as aforesaid. During the time when any such CD is on deposit with Landlord, and prior to the time when the same is returned to Tenant or applied against the payment, removal or discharge of such liabilities, as above provided, Tenant shall be entitled to receive all interest paid thereon. Cash deposits shall not bear interest. If necessary or proper to permit Tenant so to contest the validity or application of any such law or ordinance, Landlord shall, at Tenant’s sole cost and expense, including reasonable attorneys’ fees incurred by Landlord, execute and deliver any appropriate papers or other documents; provided, however, that Landlord shall not be required to execute any document or consent to any proceeding which would result in the imposition of any cost, charge, expense or penalty on Landlord or the Demised Premises.

Tenant's Right to Contest Laws and Ordinances. After prior written notice to Landlord, Tenant, at its sole cost and expense and without cost or expense to Landlord, shall have the right to contest the validity or application of any law or ordinance referred to in this Article 11 in the name of Tenant or Landlord, or both, by appropriate legal proceedings diligently conducted but only if compliance with the terms of any such law or ordinance ordinance, compliance therewith pending the prosecution of any such proceeding, proceeding may legally be delayed without incurring the occurrence of any lien, charge or liability of any kind against the Demised Premises, or any portion thereof, and without subjecting Landlord or Tenant to any liability, civil or criminal, for failure so to comply therewith until the termination or final determination of such proceeding; provided, however, however if any lien, charge or civil liability would be incurred by reason of any such delay, Tenant nevertheless, on the prior written consent of Landlord, which consent shall not be unreasonably withheld, may contest as aforesaid and delay as aforesaid, provided that such delay would not subject Tenant or Landlord to criminal liability and Tenant Tenant: (ai) furnishes Landlord security, reasonably satisfactory to Landlord, against any loss or injury by reason of any such contest or delay, ; (bii) prosecutes the contest with due diligence and in good faith, ; and (ciii) agrees to indemnify, defend and hold harmless Landlord and the Demised Premises from any charge, liability or expense whatsoever. The security furnished to Landlord by Tenant may shall be in the form of a cash deposit or deposit, a Certificate of Deposit (“CD”) issued by a national bank or federal savings and loan association payable to Landlord or irrevocable letter of credit payable to Landlord or other form reasonably acceptable to Landlord. Landlord Said deposit shall be entitled to apply such security against an uncured Event held, administered and distributed in accordance with the provisions of Default hereunder and, if during the continuance of such proceedings, Landlord shall, from time to time, reasonably deem the amount deposited, as aforesaid, insufficient, Tenant shall upon demand of Landlord make additional deposits of such additional sums of money or such additional CD’s as Landlord may reasonably request. If Tenant is required to make such additional deposits hereunder and Tenant fails to make same, the amount theretofore deposited may be applied by Landlord to the payment, removal or discharge of such liability, and the interest, fines and penalties in connection therewith, and any costs, fees (including attorneys’ fees) and other liability (including costs incurred by Landlord) accruing in any such proceedings. Upon resolution of any such contest, Landlord shall return all amounts or CD’s previously deposited with Landlord with respect Section 7.2 hereof relating to the contest of such laws, less the amount or validity of any amounts applied by Landlord as aforesaid. During the time when any such CD is on deposit with Landlord, and prior to the time when the same is returned to Tenant or applied against the payment, removal or discharge of such liabilities, as above provided, Tenant shall be entitled to receive all interest paid thereon. Cash deposits shall not bear interestImposition. If necessary or proper to permit Tenant so to contest the validity or application of any such law or ordinance, Landlord shall, at Tenant’s sole cost and expense, including reasonable attorneys’ attorneys fees incurred by Landlord, execute and deliver any appropriate papers or other documents; provided, however, that Landlord shall not be required to execute any document or consent to any proceeding which would result in the imposition of any cost, charge, expense or penalty on Landlord or the Demised Premises.

Tenant's Right to Contest Laws and Ordinances. After prior written notice to Landlord, Tenant, at its sole cost and expense and without cost or expense to Landlord, shall have the right to contest the validity or application of any law or ordinance referred to in this Article 11 in the name of Tenant or Landlord, or both, by appropriate legal proceedings diligently conducted but only if compliance with the terms of any such law or ordinance ordinance, compliance therewith pending the prosecution of any such proceeding, proceeding may legally be delayed without incurring the occurrence of any lien, charge or liability of any kind against the Demised Premises, or any portion thereof, and without subjecting Landlord or Tenant to any liability, civil or criminal, for failure so to comply therewith until the termination or final determination of such proceeding; provided, however, however if any lien, charge or civil liability would be incurred by reason of any such delay, Tenant nevertheless, on the prior written consent of Landlord, which consent shall not be unreasonably withheld, may contest as aforesaid and delay as aforesaid, provided that such delay would not subject Tenant or Landlord to criminal liability and Tenant Tenant: (ai) furnishes Landlord security, reasonably satisfactory to Landlord, against any loss or injury by reason of any such contest or delay, ; (bii) prosecutes the contest with due diligence and in good faith, ; and (ciii) agrees to indemnify, defend and hold harmless Landlord and the Demised Premises from any charge, liability or expense whatsoever. The security furnished to Landlord by Tenant may shall be in the form of a cash deposit or deposit, a Certificate of Deposit (“CD”) issued by a national bank or federal savings and loan association payable to Landlord or irrevocable letter of credit payable to Landlord or other form reasonably acceptable to Landlord. Landlord Said deposit shall be entitled to apply such security against an uncured Event held, administered and distributed in accordance with the provisions of Default hereunder and, if during the continuance of such proceedings, Landlord shall, from time to time, reasonably deem the amount deposited, as aforesaid, insufficient, Tenant shall upon demand of Landlord make additional deposits of such additional sums of money or such additional CD’s as Landlord may reasonably request. If Tenant is required to make such additional deposits hereunder and Tenant fails to make same, the amount theretofore deposited may be applied by Landlord to the payment, removal or discharge of such liability, and the interest, fines and penalties in connection therewith, and any costs, fees (including attorneys’ fees) and other liability (including costs incurred by Landlord) accruing in any such proceedings. Upon resolution of any such contest, Landlord shall return all amounts or CD’s previously deposited with Landlord with respect Section 7.2 hereof relating to the contest of such laws, less the amount or validity of any amounts applied by Landlord as aforesaid. During the time when any such CD is on deposit with Landlord, and prior to the time when the same is returned to Tenant or applied against the payment, removal or discharge of such liabilities, as above provided, Tenant shall be entitled to receive all interest paid thereon. Cash deposits shall not bear interestImposition. If necessary or proper to permit Tenant so to contest the validity or application of any such law or ordinance, Landlord shall, at Tenant’s 's sole cost and expense, including reasonable attorneys’ attorneys fees incurred by Landlord, execute and deliver any appropriate papers or other documents; provided, however, that Landlord shall not be required to execute any document or consent to any proceeding which would result in the imposition of any cost, charge, expense or penalty on Landlord or the Demised Premises.

Tenant's Right to Contest Laws and Ordinances. After prior written notice to Landlord, Tenant, at its sole cost and expense and without cost or expense to Landlord, shall have the right to contest the validity or application of any law or ordinance referred to in this Article IX in the name of Tenant or Landlord, or both, by appropriate legal proceedings diligently conducted but only if compliance with the terms of any such law or ordinance pending the prosecution of any such proceeding, proceeding may legally be delayed without incurring the incurrence of any lien, charge or liability of any kind against the Demised Premises, or any portion thereof, and without subjecting Landlord or Tenant to any liability, civil or criminal, for failure so to comply therewith until the final determination of such proceeding; provided, however, if any lien, charge or civil liability would be incurred by reason of any such delay, delay Tenant may nevertheless, on the prior written consent of Landlord, which consent shall not be unreasonably withheld, may contest as aforesaid and delay as aforesaid, . Landlord will not unreasonably withhold such consent provided that such delay would not subject Tenant or Landlord to criminal liability and Tenant (a) furnishes Landlord security, reasonably satisfactory to Landlord, against any loss or injury by reason of any such contest or delay, (b) prosecutes the contest with due diligence and in good faith, and (c) agrees to indemnify, defend and hold harmless Landlord and the Demised Premises from any charge, liability or expense whatsoeverwhatsoever related to such contest. The security furnished to Landlord by Tenant may shall be in the form of a cash deposit or a Certificate certificate of Deposit (“CD”) deposit issued by a national bank or federal savings and loan association association, payable to Landlord. Landlord Said deposit shall be entitled to apply such security against an uncured Event held, administered and distributed in accordance with the provisions of Default hereunder and, if during the continuance of such proceedings, Landlord shall, from time to time, reasonably deem the amount deposited, as aforesaid, insufficient, Tenant shall upon demand of Landlord make additional deposits of such additional sums of money or such additional CD’s as Landlord may reasonably request. If Tenant is required to make such additional deposits hereunder and Tenant fails to make same, the amount theretofore deposited may be applied by Landlord to the payment, removal or discharge of such liability, and the interest, fines and penalties in connection therewith, and any costs, fees (including attorneys’ fees) and other liability (including costs incurred by Landlord) accruing in any such proceedings. Upon resolution of any such contest, Landlord shall return all amounts or CD’s previously deposited with Landlord with respect Section 5.2 hereof relating to the contest of such laws, less the amount or validity of any amounts applied by Landlord as aforesaid. During the time when any such CD is on deposit with Landlord, and prior to the time when the same is returned to Tenant or applied against the payment, removal or discharge of such liabilities, as above provided, Tenant shall be entitled to receive all interest paid thereon. Cash deposits shall not bear interestImposition. If necessary or proper to permit Tenant so to contest the validity or application of any such law or ordinance, Landlord shall, at Tenant’s sole cost and expense, including reasonable attorneys’ fees incurred by Landlord, execute and deliver any appropriate papers or other documents; provided, however, that Landlord shall not be required to execute any document or consent to any proceeding which would result in the imposition of any cost, charge, expense or penalty on Landlord or the Demised Premises.

Tenant's Right to Contest Laws and Ordinances. After prior written notice to Landlord, Tenant, at its sole cost and expense and without cost or expense to Landlord, shall have the right to contest the validity or application of any law or ordinance referred to in this Article IX in the name of Tenant or Landlord, or both, by appropriate legal proceedings diligently conducted but only if compliance with the terms of any such law or ordinance pending the prosecution of any such proceeding, proceeding may legally be delayed without incurring the incurrence of any lien, charge or liability of any kind against the Demised Premises, or any portion thereof, and without subjecting Landlord or Tenant to any liability, civil or criminal, for failure so to comply therewith until the final determination of such proceeding; provided, however, if any lien, charge or civil liability would be incurred by reason of any such delay, Tenant nevertheless, on the prior written consent of Landlord, which consent shall not be unreasonably withheld, nevertheless may contest as aforesaid and delay as aforesaid, provided that such delay would not subject Tenant or Landlord to criminal liability and Tenant (a) furnishes Landlord security, reasonably satisfactory to Landlord, against any loss or injury by reason of any such contest or delay, (b) prosecutes the contest with due diligence and in good faith, and (cb) agrees to indemnify, defend and hold harmless Landlord and the Demised Premises from any charge, liability or expense whatsoever. The security furnished to Landlord by Tenant may be in the form of a cash deposit or a Certificate of Deposit (“CD”) issued by a national bank or federal savings and loan association payable to Landlord. Landlord shall be entitled to apply such security against an uncured Event of Default hereunder and, if during the continuance of such proceedings, Landlord shall, from time to time, reasonably deem the amount deposited, as aforesaid, insufficient, Tenant shall upon demand of Landlord make additional deposits of such additional sums of money or such additional CD’s as Landlord may reasonably request. If Tenant is required to make such additional deposits hereunder and Tenant fails to make same, the amount theretofore deposited may be applied by Landlord to the payment, removal or discharge of such liability, and the interest, fines and penalties in connection therewith, and any costs, fees (including attorneys’ fees) and other liability (including costs incurred by Landlord) accruing in any such proceedings. Upon resolution of any such contest, Landlord shall return all amounts or CD’s previously deposited with Landlord with respect to the contest of such laws, less any amounts applied by Landlord as aforesaid. During the time when any such CD is on deposit with Landlord, and prior to the time when the same is returned to Tenant or applied against the payment, removal or discharge of such liabilities, as above provided, Tenant shall be entitled to receive all interest paid thereon. Cash deposits shall not bear interest. If necessary or proper to permit Tenant so to contest the validity or application of any such law or ordinance, Landlord shall, at Tenant’s 's sole cost and expense, including reasonable attorneys’ attorney's fees incurred by Landlord, execute and deliver any appropriate papers or other documents; provided, however, that Landlord shall not be required to execute any document or consent to any proceeding which would result in the imposition of any cost, charge, expense or penalty on Landlord or the Demised PremisesPremises unless Tenant pays such cost, charge, expense, or penalty.

Tenant's Right to Contest Laws and Ordinances. After prior written notice to Landlord, Tenant, at its sole cost and expense and without cost or expense to Landlord, shall have the right to contest the validity or application of any law or ordinance referred to in this Article IX in the name of Tenant or Landlord, or both, by appropriate legal proceedings diligently conducted but only if compliance with the terms term of any such law or ordinance ordinance, compliance therewith pending the prosecution of any such proceeding, proceeding may legally be delayed without incurring the incurrence of any lien, charge or liability of any kind against the Demised Premises, or any portion thereof, and without subjecting Landlord or Tenant to any liability, civil or criminal, for failure so to comply therewith until the final determination of such proceeding; provided, however, if any lien, charge charges or civil liability would be incurred by reason of any such delay, Tenant nevertheless, on the prior written consent of Landlord, which consent shall not be unreasonably withheld, may contest as aforesaid and delay as aforesaid, provided that such delay would not subject Tenant or Landlord to criminal liability and Tenant (a) furnishes Landlord security, reasonably satisfactory to Landlord, against any loss or injury by reason of any such contest or delay-delay, (b) prosecutes the contest with due diligence and in good faith, faith and (c) agrees to indemnify, defend and hold harmless Landlord and the Demised Premises from any charge, liability or expense whatsoever. The security furnished to Landlord by Tenant may shall be in the form of a cash deposit or a Certificate of Deposit (“CD”) issued by a national bank or federal savings and loan association payable to Landlord. Landlord Said deposit shall be entitled to apply such security against an uncured Event held, administered and distributed in accordance with the provisions of Default hereunder and, if during the continuance of such proceedings, Landlord shall, from time to time, reasonably deem the amount deposited, as aforesaid, insufficient, Tenant shall upon demand of Landlord make additional deposits of such additional sums of money or such additional CD’s as Landlord may reasonably request. If Tenant is required to make such additional deposits hereunder and Tenant fails to make same, the amount theretofore deposited may be applied by Landlord to the payment, removal or discharge of such liability, and the interest, fines and penalties in connection therewith, and any costs, fees (including attorneys’ fees) and other liability (including costs incurred by Landlord) accruing in any such proceedings. Upon resolution of any such contest, Landlord shall return all amounts or CD’s previously deposited with Landlord with respect Section 5.2 hereof relating to the contest of such laws, less the amount or validity of any amounts applied by Landlord as aforesaid. During the time when any such CD is on deposit with Landlord, and prior to the time when the same is returned to Tenant or applied against the payment, removal or discharge of such liabilities, as above provided, Tenant shall be entitled to receive all interest paid thereon. Cash deposits shall not bear interestImposition. If necessary or proper to permit Tenant so to contest the validity or application of any such law or ordinance, Landlord shall, at Tenant’s 's sole cost and expense, including reasonable attorneys’ ' fees incurred by Landlordlandlord, execute and deliver any appropriate papers or other documents; provided, however, that Landlord shall not be required to execute any document or consent to any proceeding which would result in the imposition of any cost, charge, expense or penalty on Landlord or the Demised Premises.

Tenant's Right to Contest Laws and Ordinances. After prior written notice to Landlord, Tenant, at its sole cost and expense and without cost or expense to Landlord, shall have the right to contest the validity or application of any law Applicable Laws or Restrictions in the name of Tenant or Landlord, or both, by appropriate legal proceedings diligently conducted but only if compliance with the terms of any such law or ordinance pending the prosecution of any such proceeding, may legally be delayed without incurring of any material lien, charge or liability of any kind against the Demised Premises, or any portion thereof, and without subjecting Landlord or Tenant to any material liability, civil or criminal, for failure so to comply therewith until the final determination of such proceeding; provided, however, if any lien, charge or civil liability would be incurred by reason of any such delay, Tenant nevertheless, on the prior written consent of Landlord, which consent shall not be unreasonably withheld, may contest as aforesaid and delay as aforesaid, provided that such delay would not subject Tenant or Landlord to criminal liability and Tenant (a) furnishes Landlord security, reasonably satisfactory to Landlord, against any loss or injury by reason of any such contest or delay, (b) prosecutes the contest with due diligence and in good faith, and (c) agrees to indemnify, defend and hold harmless Landlord and the Demised Premises from any charge, liability or expense whatsoever. The security furnished to Landlord by Tenant may shall be in the form of a cash deposit or a Certificate of Deposit (“CD”) issued by a national bank or federal savings and loan association payable to Landlord. Landlord Said deposit shall be entitled to apply such security against an uncured Event held, administered and distributed in accordance with the provisions of Default hereunder and, if during the continuance of such proceedings, Landlord shall, from time to time, reasonably deem the amount deposited, as aforesaid, insufficient, Tenant shall upon demand of Landlord make additional deposits of such additional sums of money or such additional CD’s as Landlord may reasonably request. If Tenant is required to make such additional deposits hereunder and Tenant fails to make same, the amount theretofore deposited may be applied by Landlord to the payment, removal or discharge of such liability, and the interest, fines and penalties in connection therewith, and any costs, fees (including attorneys’ fees) and other liability (including costs incurred by Landlord) accruing in any such proceedings. Upon resolution of any such contest, Landlord shall return all amounts or CD’s previously deposited with Landlord with respect Section 5.2 hereof relating to the contest of such laws, less the amount or validity of any amounts applied by Landlord as aforesaid. During the time when any such CD is on deposit with Landlord, and prior to the time when the same is returned to Tenant or applied against the payment, removal or discharge of such liabilities, as above provided, Tenant shall be entitled to receive all interest paid thereon. Cash deposits shall not bear interestImposition. If necessary or proper to permit Tenant so to contest the validity or application of any such law or ordinance, Landlord shall, at Tenant’s 's sole cost and expense, including reasonable attorneys’ ' fees incurred by Landlord, execute and deliver any appropriate papers or other documents; provided, however, that Landlord shall not be required to execute any document or consent to any proceeding which would result in the imposition of any cost, charge, expense or penalty on Landlord or the Demised Premises.

Tenant's Right to Contest Laws and Ordinances. After prior written notice to Landlord, Tenant, at its sole cost and expense and without cost or expense to Landlord, shall have the right to contest the validity or application of any law or ordinance referred to in this Article IX in the name of Tenant or Landlord, or both, by appropriate legal proceedings diligently conducted but only if compliance with the terms of any such law or ordinance pending the prosecution of any such proceeding, may legally be delayed without incurring of any lien, charge or liability of any kind against the Demised Premises, or any portion thereof, and without subjecting Landlord or Tenant to any liability, civil or criminal, for failure so to comply therewith until the final determination of such proceeding; provided, however, if any lien, charge or civil liability would be incurred by reason of any such delay, Tenant nevertheless, on the prior written consent of or Landlord, which consent shall not be unreasonably withheld, may contest as aforesaid and delay as aforesaid, provided that such delay would not subject Tenant or Landlord to criminal liability and Tenant (a) furnishes Landlord security, reasonably satisfactory to Landlord, against any loss or injury by reason of any such contest or delay, (b) prosecutes the contest with due diligence and in good faith, and (c) agrees to indemnify, defend and hold harmless Landlord and the Demised Premises from any charge, liability or expense whatsoever. The security furnished to Landlord by Tenant may shall be in the form of a cash deposit or a Certificate of Deposit (“CD”) issued by a national bank or federal savings and loan association payable to Landlord. Landlord Said deposit shall be entitled to apply such security against an uncured Event held, administered and distributed in accordance with the provisions of Default hereunder and, if during the continuance of such proceedings, Landlord shall, from time to time, reasonably deem the amount deposited, as aforesaid, insufficient, Tenant shall upon demand of Landlord make additional deposits of such additional sums of money or such additional CD’s as Landlord may reasonably request. If Tenant is required to make such additional deposits hereunder and Tenant fails to make same, the amount theretofore deposited may be applied by Landlord to the payment, removal or discharge of such liability, and the interest, fines and penalties in connection therewith, and any costs, fees (including attorneys’ fees) and other liability (including costs incurred by Landlord) accruing in any such proceedings. Upon resolution of any such contest, Landlord shall return all amounts or CD’s previously deposited with Landlord with respect Section 5.2 hereof relating to the contest of such laws, less the amount or validity of any amounts applied by Landlord as aforesaid. During the time when any such CD is on deposit with Landlord, and prior to the time when the same is returned to Tenant or applied against the payment, removal or discharge of such liabilities, as above provided, Tenant shall be entitled to receive all interest paid thereon. Cash deposits shall not bear interestImposition. If necessary or proper to permit Tenant so to contest the validity or application of any such law or ordinance, Landlord shall, at Tenant’s 's sole cost and expense, including reasonable attorneys’ ' fees incurred by Landlord, execute and deliver any appropriate papers or other documents; provided, however, that Landlord shall not be required to execute any document or consent to any proceeding which would result in the imposition of any cost, charge, expense or penalty on Landlord or the Demised Premises.

Tenant's Right to Contest Laws and Ordinances. After prior written --------------------------------------------- notice to Landlord, Tenant, at its sole cost and expense and without cost or expense to Landlord, shall have the right to contest the validity or application of any law or ordinance referred to in this Article 11 in the name of Tenant or ---------- Landlord, or both, by appropriate legal proceedings diligently conducted conducted, but only if compliance with under the terms of any such law or ordinance ordinance, compliance therewith pending the prosecution of any such proceeding, proceeding may legally be delayed without incurring the occurrence of any lien, charge or liability of any kind against the Demised Premises, or any portion thereof, and without subjecting Landlord or Tenant to any liability, civil or criminal, for failure so to comply therewith until the termination or final determination of such proceeding; provided, however, that -------- ------- if any lien, charge or civil liability would be incurred by reason of any such delay, Tenant nevertheless, on the prior written consent of Landlord, which consent shall not be unreasonably withheld, may contest as aforesaid and delay as aforesaid, provided that such delay would not subject Tenant or Landlord to criminal liability and Tenant Tenant: (ai) furnishes Landlord security, reasonably satisfactory to Landlord, against any loss or injury by reason of any such contest or delay, ; (bii) prosecutes the contest with due diligence and in good faith, ; and (ciii) agrees to indemnify, defend and hold harmless Landlord and the Demised Premises from any charge, liability or expense whatsoever. The security furnished to Landlord by Tenant may shall be in the form of a cash deposit, a certificate of deposit or a Certificate of Deposit (“CD”) issued by a national bank or federal savings and loan association payable to Landlord or irrevocable letter of credit payable to Landlord or other form reasonably acceptable to Landlord. Landlord Said deposit shall be entitled to apply such security against an uncured Event held, administered and distributed in accordance with the provisions of Default hereunder and, if during the continuance of such proceedings, Landlord shall, from time to time, reasonably deem the amount deposited, as aforesaid, insufficient, Tenant shall upon demand of Landlord make additional deposits of such additional sums of money or such additional CD’s as Landlord may reasonably request. If Tenant is required to make such additional deposits hereunder and Tenant fails to make same, the amount theretofore deposited may be applied by Landlord to the payment, removal or discharge of such liability, and the interest, fines and penalties in connection therewith, and any costs, fees (including attorneys’ fees) and other liability (including costs incurred by Landlord) accruing in any such proceedings. Upon resolution of any such contest, Landlord shall return all amounts or CD’s previously deposited with Landlord with respect Section 7.2 relating to the contest of such laws, less the amount or validity of ----------- any amounts applied by Landlord as aforesaid. During the time when any such CD is on deposit with Landlord, and prior to the time when the same is returned to Tenant or applied against the payment, removal or discharge of such liabilities, as above provided, Tenant shall be entitled to receive all interest paid thereon. Cash deposits shall not bear interestImposition. If necessary or proper to permit Tenant so to contest the validity or application of any such law or ordinance, Landlord shall, at Tenant’s 's sole cost and expense, including reasonable attorneys’ attorneys fees incurred by Landlord, execute and deliver any appropriate papers or other documents; provided, however, that Landlord shall not be required to execute any document or consent to any proceeding which would result in the imposition of any cost, charge, expense or penalty on Landlord or the Demised Premises.

Tenant's Right to Contest Laws and Ordinances. After prior ---------------------------------------------- written notice to Landlord, Tenant, at its sole cost and expense and without cost or expense to Landlord, shall have the right to contest the validity or application of any law Applicable Laws or Restrictions in the name of Tenant or Landlord, or both, by appropriate legal proceedings diligently conducted but only if compliance with the terms of any such law or ordinance pending the prosecution of any such proceeding, may legally be delayed without incurring of any lien, charge or liability of any kind against the Demised Premises, or any portion thereof, and without subjecting Landlord or Tenant to any liability, civil or criminal, for failure so to comply therewith until the final determination of such proceeding; provided, however, if any lien, charge or civil liability would be incurred by reason of any such delay, Tenant nevertheless, on the prior written consent of Landlord, which consent shall not be unreasonably withheld, may contest as aforesaid and delay as aforesaid, provided that such delay would not subject Tenant or Landlord to criminal liability and Tenant (a) furnishes Landlord security, reasonably satisfactory to Landlord, against any loss or injury by reason of any such contest or delay, (b) prosecutes the contest with due diligence and in good faith, and (c) agrees to indemnify, defend and hold harmless Landlord and the Demised Premises from any charge, liability or expense whatsoever. The security furnished to Landlord by Tenant may shall be in the form of a cash deposit or a Certificate of Deposit (“CD”) issued by a national bank or federal savings and loan association payable to Landlord. Landlord Said deposit shall be entitled to apply such security against an uncured Event held, administered and distributed in accordance with the provisions of Default hereunder and, if during the continuance of such proceedings, Landlord shall, from time to time, reasonably deem the amount deposited, as aforesaid, insufficient, Tenant shall upon demand of Landlord make additional deposits of such additional sums of money or such additional CD’s as Landlord may reasonably request. If Tenant is required to make such additional deposits hereunder and Tenant fails to make same, the amount theretofore deposited may be applied by Landlord to the payment, removal or discharge of such liability, and the interest, fines and penalties in connection therewith, and any costs, fees (including attorneys’ fees) and other liability (including costs incurred by Landlord) accruing in any such proceedings. Upon resolution of any such contest, Landlord shall return all amounts or CD’s previously deposited with Landlord with respect Section 5.2 hereof relating to the contest of such laws, less the amount or validity of any amounts applied by Landlord as aforesaid. During the time when any such CD is on deposit with Landlord, and prior to the time when the same is returned to Tenant or applied against the payment, removal or discharge of such liabilities, as above provided, Tenant shall be entitled to receive all interest paid thereon. Cash deposits shall not bear interestImposition. If necessary or proper to permit Tenant so to contest the validity or application of any such law or ordinance, Landlord shall, at Tenant’s 's sole cost and expense, including reasonable attorneys’ ' fees incurred by Landlord, execute and deliver any appropriate papers or other documents; provided, however, that Landlord shall not be required to execute any document or consent to any proceeding which would result in the imposition of any cost, charge, expense or penalty on Landlord or the Demised Premises.