Common use of Contest by Tenant Clause in Contracts

Contest by Tenant. Subject to the conditions set forth in this Section 7.3, Tenant shall have the right to contest, at its sole cost, by appropriate legal proceedings, the amount or validity of any fine, charge or penalty imposed in connection with an alleged violation of Law,‌ the validity of any Law violated by ▇▇▇▇▇▇ relating to the Premises, the validity of any application of any Law to the Premises, the existence of any violation of Law, and/or the validity of any issued notice of violation of Law. To the extent expressly permitted by the applicable Law, Tenant may defer payment and/or performance of the contested obligation to the extent that and so long as Tenant is diligently contesting, at its expense, by appropriate legal proceedings the existence, the amount or validity of the contested obligation, provided that all of the following conditions are met at all times: (a) There is no outstanding Event of Default (other than the matter which is the subject of any such contest). (b) Such contest is made and at all times prosecuted in good faith with competent counsel. (c) Under applicable Laws, such proceeding shall operate during the pendency thereof to prevent (i) the sale, forfeiture or loss of Landlord’s Estate or any portion thereof, (ii) the forfeiture, loss or reduction of the Condominium reserves as specified in Section 6.2(c), Initial Rent, Base Rent or Additional Reimbursements, (iii) any material interference with the use or occupancy of the Premises, and (iv) the cancellation or non-renewal of any insurance policy, bond or other security required to be maintained by Tenant pursuant to this Lease, unless the insurance coverage, bond or other security is promptly replaced. In addition, such proceeding shall not create a material risk that any of the foregoing circumstances described in (i) through (iv) will occur. (d) If such noncompliance will result in a Lien or other Liabilities against the Premises, Landlord’s interest therein or any Landlord Parties, Tenant shall have furnished to Landlord a bond or other security reasonably acceptable to Landlord and any Fee Mortgagee, to secure performance and payment of the obligations under this Article 7 (or corresponding provisions of a Sublease), in an amount equal to 125% of the reasonably estimated cost of curing or discharging the contested obligation plus the reasonably estimated penalties, charges, fees (including attorney’s fees), late payment amounts and interest. (e) ▇▇▇▇▇▇ is not contesting a criminal liability, penalty, or sanction and Landlord is not exposed to any risk of criminal liability, penalty, or sanction. (f) Tenant reimburses Landlord and any Fee Mortgagee, within ten (10) days of being billed for any Liabilities reasonably and necessarily incurred by Landlord or any Fee Mortgagee in connection with such contest. (g) Tenant shall, promptly upon Landlord’s or any Fee Mortgagee’s request, apprise Landlord or such Fee Mortgagees, as applicable, of the status of the contest and provide Landlord with copies of all documentation relating to such contest. (h) Tenant promptly and diligently prosecutes such contest to final conclusion by appropriate legal proceeding, but ▇▇▇▇▇▇ shall have the right to attempt to settle or compromise such contest so long as the outcome does not (i) cause a breach, non-performance, default or

Contest by Tenant. Subject to the conditions set forth in this Section 7.3Section, Tenant shall have the right to contest, at its sole cost, by appropriate legal proceedings, the amount or validity of any fine, charge or penalty imposed in connection with an alleged violation of Law,‌ Law, the validity of any Law violated by ▇▇▇▇▇▇ Tenant relating to the Premises, the validity of any application of any Law to the Premises, the existence of any violation of Law, and/or the validity of any issued notice of violation of Law. To the extent expressly permitted by the applicable Law, Tenant may defer payment and/or performance of the contested obligation to the extent that and so long as Tenant is diligently contesting, at its expense, by appropriate legal proceedings the existence, the amount or validity of the contested obligation, provided that all of the following conditions are met at all times: (a) There is no outstanding Event of Default (other than the matter which is the subject of any such contest). (b) Such contest is made and at all times prosecuted in good faith with competent counsel. (c) Under applicable Laws, such proceeding shall operate during the pendency thereof to prevent (i) the sale, forfeiture or loss of Landlord’s Estate or any portion thereof, (ii) the forfeiture, loss or reduction of the Condominium reserves as specified in Section 6.2(c), Initial Rent, Base Rent or Additional Reimbursements, (iii) any material interference with the use or occupancy of the Premises, and (iviii) the cancellation or non-renewal of any insurance policy, bond or other security required to be maintained by Tenant pursuant to this Lease, unless the insurance coverage, bond or other security is promptly replaced. In addition, such proceeding shall not create a material risk that any of the foregoing circumstances described in (i) through (iviii) will occur. (d) If such noncompliance will result in a Lien or other Liabilities against the Premises, Landlord▇▇▇▇▇▇▇▇’s interest therein or any Landlord Parties, Tenant shall have furnished to Landlord a bond or other security reasonably acceptable to Landlord and any Fee Mortgagee, to secure performance and payment of the obligations under this Article 7 (or corresponding provisions of a Sublease), in an amount equal to 125% of the reasonably estimated cost of curing or discharging the contested obligation plus the reasonably estimated penalties, charges, fees (including attorney’s fees), late payment amounts and interest. (e) ▇▇▇▇▇▇ is not contesting a criminal liability, penalty, or sanction and Landlord is not exposed to any risk of criminal liability, penalty, or sanction. (f) Tenant reimburses Landlord and any Fee Mortgagee, within ten (10) days of being billed for any Liabilities reasonably and necessarily incurred by Landlord or any Fee Mortgagee in connection with such contest. (g) Tenant shall, promptly upon Landlord’s or any Fee Mortgagee’s request, apprise Landlord or such Fee Mortgagees, as applicable, of the status of the contest and provide Landlord with copies of all documentation relating to such contest. (h) Tenant promptly and diligently prosecutes such contest to final conclusion by appropriate legal proceeding, but ▇▇▇▇▇▇ Tenant shall have the right to attempt to settle or compromise such contest so long as the outcome does not (i) cause a breach, non-performance, default oror violation of a material provision of this Lease, or (ii) give rise to any liability or any obligation for Landlord to take remedial action or pay, perform or discharge other obligations. ▇▇▇▇▇▇▇▇ agrees to cooperate reasonably with Tenant and to execute any documents or pleadings reasonably required for the purpose of any such contest, provided that the same shall be without cost or expense to Landlord. Tenant may, at its option, terminate any such contest at any time, and in such event Tenant shall promptly pay or perform all of the requirements of the contested Law.