Common use of Permitted Contests Clause in Contracts

Permitted Contests. If, to the extent and for so long as (a) a contest of the legality, validity or applicability to the Improvements or the Site or any interest therein of, or the operation, use or maintenance thereof by the Lessee of (i) any Applicable Laws, (ii) any term or condition of, or any revocation or amendment of, or other proceeding relating to, any Governmental Action, or (iii) any Lien or Tax shall be made in good faith, by appropriate proceedings initiated timely and diligently prosecuted, by the Lessee or (b) compliance with such Applicable Laws, Governmental Action, Lien or Tax shall have been excused or exempted by a valid nonconforming use permit, waiver, extension or forbearance, the Lessee shall not be required to comply with such Applicable Laws, Governmental Action, Lien or Tax but only if and so long as any such contest shall constitute a Permitted Contest. Lessor will not be required to join in any Permitted Contest pursuant to this Section 9.5 unless a provision of any Applicable Laws requires, or, in the good faith opinion of the Lessee, it is helpful to the Lessee that such proceedings be brought by or in the name of the Lessor; and in that event, the Lessor will join in the proceedings or permit them or any part thereof to be brought in its name if and so long as (i) no Event of Default is continuing, (ii) the Lessee has not elected the Return Option, and (iii) the Lessee pays all related out-of-pocket expenses, and the Lessee shall be deemed to have acknowledged and agreed that the Lessor is indemnified therefor pursuant to Section 7.1 of the Participation Agreement.

Permitted Contests. IfLessee, at its expense, may contest, by appropriate legal proceedings conducted in good faith and with due diligence, any Legal Requirement with which Lessee is required to the extent and for so long as (a) a contest of the legality, validity or applicability comply pursuant to the Improvements or the Site or any interest therein ofSection 5.02(b), or the operationamount or validity or application, use in whole or maintenance thereof in part, of any tax, assessment or charge which Lessee is obligated to pay or any lien, encumbrance or charge not permitted by the Lessee of Sections 2.01, 2.02, 5.02(a), 5.03 and 6.02, provided that (i) any Applicable Lawsthe commencement of such proceedings shall suspend the enforcement or collection thereof against or from Lessor and against or from the Premises, (ii) neither the Premises nor any term rent therefrom nor any part thereof or condition ofinterest therein would be in any danger of being sold, forfeited, attached or any revocation or amendment oflost, or other proceeding relating to, any Governmental Action, or (iii) any Lien or Tax shall be made in good faith, by appropriate proceedings initiated timely and diligently prosecuted, by the Lessee or (b) compliance with such Applicable Laws, Governmental Action, Lien or Tax shall have been excused furnished such security, if any, as may be required in the proceedings and as may be 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 exempted by a valid nonconforming use permit, waiver, extension or forbearance, the 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 the compliance with any Legal Requirement with which Lessee is obligated to comply with such Applicable Laws, Governmental Action, Lien or Tax but only if and so long as any such contest shall constitute a Permitted Contest. Lessor will not be required to join in any Permitted Contest pursuant to this Section 9.5 unless a provision of any Applicable Laws requires, or, in the good faith opinion of the Lessee, it is helpful to the Lessee that such proceedings be brought by or in the name of the Lessor; and in that event, the Lessor will join in the proceedings or permit them or any part thereof to be brought in its name if and so long as (i) no Event of Default is continuing, (ii) the Lessee has not elected the Return Option, and (iii) the Lessee pays all related out-of-pocket expenses, and the Lessee shall be deemed to have acknowledged and agreed that the Lessor is indemnified therefor pursuant to Section 7.1 5.02(b) or in respect to the payment of the Participation Agreementany tax, assessment or charge which Lessee is obligated to pay or any lien, encumbrance or charge not permitted by Section 2.01, 2.02, 5.02(a), 5.03 and 6.02 which Lessee is in good faith contesting.

Permitted Contests. If(a) The Lessee shall not be required, nor shall the Lessor have the right, to pay, discharge or remove any Imposition, to comply or cause the extent Property or any part thereof to comply with any applicable Legal Requirement, to pay any materialman's, laborer's or undischarged or unremoved Lien, to perform any disputed obligations under any Facility Agreements, or to take action to cure any alleged encroachment affecting a Parcel as long as no Special Incipient Default, and for no Event of Default of any kind, exists hereunder and so long as (a) a contest of the legality, validity or applicability to the Improvements or the Site or any interest therein ofLessee shall at its sole expense contest, or cause to be contested, in good faith the operationexistence, use amount or maintenance validity thereof by the Lessee of appropriate proceedings which shall (i) any Applicable Lawsin the case of an unpaid Imposition or undischarged or unremoved Lien, prevent the collection thereof from the Lessor, the Agent, the Instrument Holders and/or against the Property, (ii) in all cases prevent the sale, forfeiture, loss of the Property or any term part thereof, and (iii) in all cases not subject the Lessor, the Agent, and/or the Instrument Holders to the risk of any civil or condition ofcriminal liability for failure to comply therewith. The Lessee shall give such security as may be reasonably demanded by the Lessor or Agent to insure ultimate payment of such Imposition or the discharge or removal of materialman's, laborer's or mechanic's Lien or to insure compliance with such Legal Requirement or Facility Agreement and to prevent any sale or forfeiture of the Property or any part thereof, or any revocation interference with or amendment ofdeductions from any Net Rent, Additional Rent or any other proceeding relating to, any Governmental Action, or (iii) any Lien or Tax shall sum required to be made in good faith, by appropriate proceedings initiated timely and diligently prosecuted, paid by the Lessee hereunder by reason of such non-payment, non-discharge, non-removal or non-compliance; provided that no such security shall be required so long as Lease Guarantor is in compliance with the financial covenants set out in the Lease Guarantee. (b) compliance The Lessor shall cooperate with such Applicable Laws, Governmental Action, Lien or Tax shall have been excused or exempted by a valid nonconforming use permit, waiver, extension or forbearance, the Lessee in any contest and shall not be required allow the Lessee to comply with such Applicable Laws, Governmental Action, Lien or Tax but only if and so long as any conduct such contest shall constitute a Permitted Contest. Lessor will not be required to join in any Permitted Contest pursuant to this Section 9.5 unless a provision of any Applicable Laws requires, or, in the good faith opinion of the Lessee, it is helpful to the Lessee that such proceedings be brought by or (in the name of the Lessor; , if necessary) at the Lessee's sole cost and in that event, expense. The Lessee shall notify the Lessor will join of each such proceeding within ten (10) days after the commencement thereof, which notice shall describe such proceeding in reasonable detail. (c) The Lessee shall, promptly after the proceedings or permit them or final determination (including appeals) of any part thereof contest brought by it pursuant to this Section 18, pay and discharge all amounts which shall be determined to be brought in its name if payable therein and so long as (i) no Event of Default is continuing, (ii) the Lessee has not elected the Return Option, and (iii) the Lessee pays all related out-of-pocket expenses, and the Lessee shall be deemed entitled to have acknowledged receive and agreed that retain for its own account all amounts refunded and/or rebated as a result of any such contest and if the Lessor receives any amount as a result of such contest to which it is indemnified therefor not otherwise entitled pursuant to Section 7.1 of this Lease, it shall promptly return such amount to the Participation AgreementLessee.

Permitted Contests. IfLESSEE may contest by appropriate proceedings, the amount, validity or application of any Legal Requirement which LESSEE is obligated to the extent and for so long as comply with or any Lien which LESSEE is obligated to discharge, provided that (a) such proceedings shall suspend the collection of any amounts due as a contest of the legalityresult thereof, validity or applicability to the Improvements or the Site or any interest therein of, or the operation, use or maintenance thereof by the Lessee of (i) any Applicable Laws, (ii) any term or condition of, or any revocation or amendment of, or other proceeding relating to, any Governmental Action, or (iii) any Lien or Tax shall be made in good faith, by appropriate proceedings initiated timely and diligently prosecuted, by the Lessee or (b) compliance with no part of the Demised Premises or of any Basic Rent or Additional Rent or other sum payable hereunder would be subject to loss, sale or forfeiture during such Applicable Lawsproceedings, Governmental Action(c) LESSOR would not be subject to any civil or criminal liability for failure to pay or perform, Lien or Tax as the case may be, (d) LESSEE shall have been excused or exempted by a valid nonconforming use permit, waiver, extension or forbearance, the Lessee shall not furnished such security as may be required to comply with such Applicable Laws, Governmental Action, Lien or Tax but only if and so long as any such contest shall constitute a Permitted Contest. Lessor will not be required to join in any Permitted Contest pursuant to this Section 9.5 unless a provision of any Applicable Laws requires, or, in the good faith opinion of the Lessee, it is helpful to the Lessee that such proceedings be brought by or in the name of the Lessor; and in that event, the Lessor will join in the proceedings or permit them reasonably requested by LESSOR, (e) such proceedings shall not affect the payment of Basic Rent, Additional Rent or any part thereof other sum payable to be brought in LESSOR hereunder or prevent LESSEE from using the Demised Premises for its name if and so long as (i) no Event of Default is continuing, (ii) the Lessee has not elected the Return Optionpermitted use hereunder, and (iiif) LESSEE shall notify LESSOR of any such proceedings not less than ten (10) days prior to the Lessee pays all related out-of-pocket expensescommencement 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 Lessee determination of such contest, pay and discharge all amounts which shall be deemed determined to have acknowledged and agreed that the Lessor is indemnified therefor pursuant to Section 7.1 of the Participation Agreementbe payable therein.

Permitted Contests. If, to the extent and for so long as (a) a contest test, challenge, appeal or proceeding for review of the legality, validity or applicability to the Improvements or the Site any Applicable Law or any interest therein ofLien, encumbrance, levy, attachment or the operation, use or maintenance thereof encroachment relating to any Property shall be prosecuted diligently and in good faith in appropriate proceedings by the Lessee of (i) any Applicable LawsLessee, (ii) any term or condition of, or any revocation or amendment of, or other proceeding relating to, any Governmental Action, or (iii) any Lien or Tax shall be made in good faith, by appropriate proceedings initiated timely and diligently prosecuted, by the Lessee or (b) compliance with such Applicable Laws, Governmental Action, Lien or Tax Law shall have been excused or exempted by a valid nonconforming use use, variance permit, waiver, extension or forbearance, the Lessee shall not be required to comply with such Applicable LawsLaw or any Lien, Governmental Actionencumbrance, Lien levy, attachment or Tax encroachment but only if and so long as any such contest test, challenge, appeal, proceeding, waiver, extension, forbearance or noncompliance shall constitute not, in the reasonable opinion of the Agent Certificate Holder and the Administrative Agent, involve (A) any risk of criminal liability being imposed on Lessor Trust, any Certificate Holder or any Lender or (B) any risk of (1) foreclosure, forfeiture or loss of any Property, or any material part thereof, or (2) the nonpayment of Rent or (C) any substantial risk of (1) the sale of, or the creation of, any Lien (other than a Permitted ContestProperty Lien) on any part of any Property, (2) civil liability being imposed on Lessor Trust, any Lender, any Certificate Holder, or any Property unless the Lessee shall have otherwise bonded or secured such amounts in a manner satisfactory to the Agent Certificate Holder or the applicable Participant(s), as the case may be, or (3) enjoinment of, or interference with, the use, possession or disposition of any Property in any material respect. Neither the Lessor Trust, nor the Agent Certificate Holder nor any Certificate Holder will not be required to join in any Permitted Contest proceedings pursuant to this Section 9.5 12.1 unless a provision of any Applicable Laws requires, Law requires or, in the good faith opinion of the Lessee, it is helpful to advisable for the Lessee prosecution of such contest, that such proceedings be brought by or in the name of the Lessorsuch party; and in that event, the Lessor event such party will join in the proceedings or permit them or any part thereof to be brought in its name if and so long as (i) no Event of Default is continuing, (ii) the Lessee has not elected the Return Remarketing Option, and (iiiii) the Lessee pays all related out-of-pocket expenses, expenses and the Lessee shall be deemed indemnities such party with respect to have acknowledged and agreed that the Lessor is indemnified therefor pursuant to Section 7.1 of the Participation Agreementsuch proceedings.

Permitted Contests. IfLessee, 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 extent and for so long as further requirement that (a) a contest of neither the legalityProperties nor any Rental due hereunder, validity nor any part or applicability to the Improvements or the Site or any interest therein ofin either, or the operation, use or maintenance thereof by the Lessee of (i) any Applicable Laws, (ii) any term or condition of, or any revocation or amendment of, or other proceeding relating to, any Governmental Action, or (iii) any Lien or Tax shall be made in good faithdanger of being sold, by appropriate proceedings initiated timely and diligently prosecutedforfeited, by attached or lost pending the Lessee or outcome of such proceedings; (b) compliance with such Applicable Laws, Governmental Action, Lien or Tax shall have been excused or exempted by a valid nonconforming use permit, waiver, extension or forbearance, the neither Lessor nor Lessee shall not be required in any danger of civil or criminal liability for failure to comply with therewith pending the outcome of such Applicable Laws, Governmental Action, Lien or Tax but only if and so long as any such contest shall constitute a Permitted Contest. Lessor will not be required to join in any Permitted Contest pursuant to this Section 9.5 unless a provision of any Applicable Laws requires, or, in the good faith opinion of the Lessee, it is helpful to the Lessee that such proceedings be brought by or in the name of the Lessorproceedings; and in that event, the Lessor will join in the proceedings or permit them or any part thereof to be brought in its name if and so long as (ic) no Event of Default is continuingshall 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; (iie) the Lessee has not elected the Return Option, 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 (iiif) the Lessee pays all related out-of-pocket expensesif any such contest is finally resolved against Lessor or Lessee, and the Lessee shall promptly pay the amount required to be deemed to have acknowledged paid, together with all costs, fees (including attorneys’ fees and agreed 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 the may be imposed upon Lessor is indemnified therefor pursuant to Section 7.1 of the Participation Agreementin connection with any such contest.

Permitted Contests. If, After prior written notice to the extent and for so long as (a) a contest of ------------------ Beneficiary, the legality, validity or applicability to the Improvements or the Site or any interest therein ofGrantor at its expense may contest, or the operationcause to be contested, use or maintenance thereof by the Lessee of (i) any Applicable Laws, (ii) any term or condition of, or any revocation or amendment of, or other proceeding relating to, any Governmental Action, or (iii) any Lien or Tax shall be made appropriate action conducted in good faith, by appropriate proceedings initiated timely and diligently prosecutedthe amount or validity or application, in whole or in part, of any Imposition, Legal Requirement or Insurance Requirement or lien of a mechanic, materialman, supplier or vendor (including, without limitation, any lien of any mechanic, materialman, supplier or vendor arising from alterations or additions performed by the Lessee Grantor pursuant to the provisions of Section 1.12), provided that, (a) in the case of ------------ -------- ---- an unpaid Imposition, lien, encumbrance or charge, such proceedings shall suspend the collection thereof from the Grantor, the Beneficiary, and the Collateral (including any rent or other income therefrom) and shall not interfere with the payment of any such rent or income, (b) compliance with such Applicable Lawsneither the Collateral nor any rent or other income therefrom nor any part thereof or interest therein would be in any danger of being sold, Governmental Actionforfeited, Lien lost or Tax interfered with, (c) in the case of a Legal Requirement, neither the Grantor nor the Beneficiary would be in danger of any civil or criminal liability for failure to comply therewith, (d) the Grantor shall have been excused or exempted by a valid nonconforming use permitfurnished such security, waiverif any, extension or forbearance, the Lessee shall not as may be required to comply with such Applicable Laws, Governmental Action, Lien or Tax but only if and so long as any such contest shall constitute a Permitted Contest. Lessor will not be required to join in any Permitted Contest pursuant to this Section 9.5 unless a provision of any Applicable Laws requires, or, in the good faith opinion of the Lessee, it is helpful to the Lessee that such proceedings be brought by or in the name of the Lessor; and in that event, the Lessor will join in the proceedings or permit them as may be requested by the Beneficiary, (e) the non-payment of the whole or any part of any Imposition will not result in the delivery of a tax deed to the Collateral or any part thereof because of such non-payment, (f) the payment of any sums required to be brought paid with respect to the Secured Obligations or under this Deed of Trust (other than any unpaid Imposition, lien, encumbrance or charge at the time being contested in its name if and so long as (iaccordance with this Section 1.8) no Event of Default is continuing, (ii) the Lessee has shall ----------- not elected the Return Optionbe interfered with or otherwise affected, and (iiig) in the Lessee pays all related out-of-pocket expensescase of any Insurance Requirement, and the Lessee shall be deemed to have acknowledged and agreed that the Lessor is indemnified therefor pursuant to Section 7.1 failure of the Participation Agreement.Grantor to comply therewith shall not affect the validity of any insurance required to be maintained by the Grantor under Section 2.1. -----------

Permitted Contests. If, to the extent and for so long as (a) a contest test, challenge, appeal or proceeding for review of the legality, validity or applicability to the Improvements or the Site any Applicable Law or any interest therein ofLien, encumbrance, levy, attachment or the operation, use or maintenance thereof by the Lessee of (i) encroachment relating to any Applicable Laws, (ii) any term or condition of, or any revocation or amendment of, or other proceeding relating to, any Governmental Action, or (iii) any Lien or Tax Property shall be made prosecuted diligently and in good faith, by faith in appropriate proceedings initiated timely and diligently prosecuted, by the Lessee or (b) compliance with such any Applicable Laws, Governmental Action, Lien or Tax Law shall have been excused or exempted by a valid nonconforming use use, variance permit, waiver, extension or forbearance, the Lessee shall not be required to comply with such Applicable LawsLaw or remove or discharge any Lien, Governmental Actionencumbrance, Lien levy, attachment or Tax encroachment but only if and so long as any such contest test, challenge, appeal, proceeding, waiver, extension, forbearance or noncompliance shall constitute not (in the reasonable opinion of the Lessor, the Administrative Agent and the Lenders) involve (A) any risk of criminal liability being imposed on the Lessor, the Administrative Agent or any Lender for failure to comply therewith, (B) any risk of (1) foreclosure, forfeiture or loss of any Property, or any part thereof or (2) the nonpayment of Rent or (C) any substantial risk of (1) the creation of any Lien (other than a Permitted ContestProperty Lien) on any part of any Property, (2) civil liability being imposed on the Lessor, the Administrative Agent, any Lender or any Property unless the Lessee shall have otherwise bonded or secured such amounts in a manner satisfactory to the Lessor, the Administrative Agent and the Lenders, as the case may be, or (3) enjoinment of, or interference with, the use, possession or disposition of any Property in any respect. Lessor will not Neither the Lessor, the Administrative Agent nor any Lender shall be required to join in any Permitted Contest proceedings pursuant to this Section 9.5 12.1 unless a provision of any Applicable Laws requires, or, in the good faith opinion of the Lessee, it is helpful to the Lessee Law requires that such proceedings be brought by or in the name of the Lessorsuch party; and in that event, the Lessor event such party will join in the proceedings or permit them or any part thereof to be brought in its name if and so long as (i) no Event of Default is continuing, (ii) the Lessee has not elected the Return Option, Remarketing Option and (iiiii) the Lessee pays all related out-of-pocket expenses, expenses and the Lessee shall be deemed indemnifies such party (in a manner satisfactory to have acknowledged such party) with respect to such proceedings. ▇▇▇ Research Corporation Amended and agreed that the Lessor is indemnified therefor pursuant to Section 7.1 of the Participation Agreement.Restated Master Lease

Permitted Contests. If, to the extent and for so long as (a) a contest of the legality, validity or applicability to the Improvements Leased Property or the Site or any interest therein of, or the operation, use or maintenance thereof by the Lessee of (i) any Applicable LawsLaws and Regulations, (ii) any term or condition of, or any revocation or amendment of, or other proceeding relating to, any Governmental Action, or (iii) any Lien or Tax shall be made in good faith, by appropriate proceedings initiated timely and diligently prosecuted, by the Lessee or (b) compliance with such Applicable LawsLaws and Regulations, Governmental Action, Lien or Tax shall have been excused or exempted by a valid nonconforming use permit, waiver, extension or forbearance, the Lessee shall not be required to comply with such Applicable LawsLaws and Regulations, Governmental Action, Lien or Tax but only if and so long as any such contest shall constitute a Permitted ContestContest and shall be conducted in accordance with Section 7.1(c) or Section 7.2(b), as applicable, of the Participation Agreement. The Lessor will not be required to join in any Permitted Contest pursuant to this Section 9.5 unless a provision of any Applicable Laws and Regulations requires, or, in the good faith opinion of the Lessee, it is materially helpful to the Lessee that such proceedings be brought by or in the name of the Lessor; and in that event, the Lessor will join in the proceedings or permit them or any part thereof to be brought in its name only if and so long as (i) no Material Default or Event of Default is continuing, (ii) the Lessee has not elected the Return Option, and (iii) the Lessee pays all related out-of-pocket expenses, and the Lessee shall be deemed to have acknowledged and agreed that the Lessor is indemnified therefor pursuant to Section 7.1 or Section 7.2 of the Participation Agreement.

Permitted Contests. If, to the extent and for so long as (a) a contest of the legality, validity or applicability to the Improvements or the Site any Leased Property or any interest therein of, or the operation, use or maintenance thereof by the by, Lessee of (i) any Applicable LawsLaws and Regulations, (ii) any term or condition of, or any revocation or amendment of, or other proceeding relating to, any Governmental Action, or (iii) any Lien or Tax shall be made in good faith, by appropriate proceedings initiated timely and diligently prosecuted, by the Lessee Lessee, or (b) compliance with such Applicable LawsLaws and Regulations, Governmental Action, Lien or Tax shall have been excused or exempted by a valid nonconforming use permit, waiver, extension or forbearance, the Lessee shall not be required to comply with such Applicable LawsLaws and Regulations, Governmental Action, Lien or Tax but only if and so long as any such contest or noncompliance shall in the reasonable opinion of Lessor, acting at the direction of the Required Participants, constitute a Permitted Contest. Lessor will not be required to join in any Permitted Contest pursuant to this Section 9.5 unless a provision of any Applicable Laws and Regulations requires, or, in the good faith opinion of the Lessee, it is helpful to the Lessee Lessee, that such proceedings be brought by or in the name of the Lessor; and in that event, the Lessor will join in the proceedings or permit them or any part thereof to be brought in its name if and so long as (i) no Lease Event of Default is continuing, (ii) the Lessee has not elected the Return Option, continuing and (iii) the Lessee pays all related out-of-pocket expenses, and the Lessee shall be deemed to have acknowledged and agreed that the Lessor is indemnified therefor pursuant to Section 7.1 Article VII of the Participation Agreement.

Permitted Contests. If, to the extent and for so long as (a) a contest test, challenge, appeal or proceeding for review of any applicable requirement of Law or of a Governmental Body relating to the operation or maintenance of the legality, validity or applicability to the Improvements or the Site or any interest therein of, or the operation, use or maintenance thereof by the Lessee of (i) any Applicable Laws, (ii) any term or condition of, or any revocation or amendment of, or other proceeding relating to, any Governmental Action, or (iii) any Lien or Tax Leased Property shall be made prosecuted in good faithfaith by Lessee (or an appropriate representative of Lessee's interest in such test, by appropriate proceedings initiated timely and diligently prosecutedchallenge, by the Lessee appeal or proceeding) or (b) compliance with such Applicable Laws, Governmental Action, Lien or Tax requirement shall have been excused or exempted by a valid nonconforming use permit, waiver, extension or forbearanceforbearance believed in good faith by Lessee to excuse or exempt it from such requirement, the Lessee shall not be required to comply with such Applicable Lawsrequirement, Governmental Actionif, Lien or Tax but only if and so long as if, such test, challenge, appeal, proceeding or noncompliance shall not involve any such contest shall constitute a Permitted Contest. Lessor will not be required to join in any Permitted Contest pursuant to this Section 9.5 unless a provision material risk of any Applicable Laws requires, or, in the good faith opinion of the Lessee, it is helpful to the Lessee that such proceedings be brought by or in the name of the Lessor; and in that event, the Lessor will join in the proceedings or permit them or any part thereof to be brought in its name if and so long as (i) no Event foreclosure, sale, forfeiture or loss of, or imposition of Default is continuingany Lien except Permitted Encumbrances which will not survive the termination of this Lease (other than Permitted Encumbrances under clauses (b), (c) or (d) of the definition of Permitted Encumbrances), on any part of the Leased Property (or Lessee's or Lessor's interest therein) or of impairment of the operation of the Leased Property, (ii) extending the Lessee has not elected ultimate imposition of such requirement beyond the Return Optiontermination of the Term then in effect, and as the case may be, (iii) any material claim against Lessor or the Lessee pays all related out-of-pocket expensesLeased Property, and (iv) the Lessee shall be deemed nonpayment of Rent, or (v) subjecting Lessor to have acknowledged and agreed that the Lessor is indemnified therefor pursuant to Section 7.1 of the Participation Agreementcriminal liability.

Permitted Contests. If, to the extent and for so long as (a) a contest of the legality, validity or applicability to the Improvements or the Site Leased Property or any interest therein of, or the operation, use or maintenance thereof by the Lessee of (i) any Applicable Laws, (ii) any term or condition of, or any revocation or amendment of, or other proceeding relating to, any Governmental Action, or (iii) any Lien or Tax shall be made in good faith, by appropriate proceedings initiated timely and diligently prosecuted, by the Lessee or (b) compliance with such Applicable Laws, Governmental Action, Lien or Tax shall have been excused or exempted by a valid nonconforming use permit, waiver, extension or forbearance, the Lessee shall not be required to comply with such Applicable Laws, Governmental Action, Lien or Tax but only if and so long as any such contest shall constitute a Permitted ContestContest and shall be conducted in accordance with Section 7.1(c) or Section 7.2(b), as applicable, of the Participation Agreement. The Lessor will not be required to join in any Permitted Contest pursuant to this Section 9.5 unless a provision of any Applicable Laws requires, or, in the good faith opinion of the Lessee, it is materially helpful to the Lessee that such proceedings be brought by or in the name of the Lessor; and Lessor and, in that event, the Lessor will join in the proceedings or permit them or any part thereof to be brought in its name only if and so long as (i) no Material Default or Event of Default is continuing, (ii) the Lessee has not elected the Return Option, and (iii) the Lessee pays all related out-of-pocket expenses, expenses and the Lessee shall be deemed to have acknowledged and agreed that the Lessor is indemnified therefor pursuant to Section 7.1 or Section 7.2 of the Participation Agreement.

Permitted Contests. IfNotwithstanding any other provision of this Lease, to the extent and for so long as (a) a contest of the legality, validity or applicability to the Improvements or the Site or any interest therein of, or the operation, use or maintenance thereof by the Lessee of (i) any Applicable Laws, (ii) any term or condition of, or any revocation or amendment of, or other proceeding relating to, any Governmental Action, or (iii) any Lien or Tax shall be made in good faith, by appropriate proceedings initiated timely and diligently prosecuted, by the Lessee or (b) compliance with such Applicable Laws, Governmental Action, Lien or Tax shall have been excused or exempted by a valid nonconforming use permit, waiver, extension or forbearance, the Lessee Tenant shall not be required to (a) pay any Imposition, (b) comply with any legal requirement, (c) discharge or remove any lien referred to in Articles 5, 7 or 11, or (d) take any action with respect to any encroachment, violation, hindrance, obstruction or impairment referred to herein (such Applicable Lawsnon-compliance with the terms hereof being hereinafter referred to collectively as “Permitted Violations”), Governmental Actionso long as, Lien or Tax but only if at the time of such contest, no Event of Default exists and so long as any such contest Tenant shall constitute a Permitted Contest. Lessor will not be required to join in any Permitted Contest pursuant to this Section 9.5 unless a provision of any Applicable Laws requires, orcontest, in good faith, the good faith opinion existence, amount or validity thereof, the amount of the Lesseedamages caused thereby, it is helpful to or the Lessee that such extent of its or Landlord’s liability therefor by appropriate proceedings be brought by or in which shall operate during the name of the Lessor; and in that event, the Lessor will join in the proceedings or permit them or any part pendency thereof to be brought in its name if and so long as prevent or stay (i) no Event of Default is continuingthe collection of, or other realization upon, the Permitted Violation so contested, (ii) the Lessee has not elected sale, forfeiture or loss of any of the Return OptionProperty or any Rent to satisfy or to pay any damages caused by any Permitted Violation, and (iii) any interference with the Lessee pays use or occupancy of any of the Property, (iv) any interference with the payment of Fixed 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 of legal requirement with respect to the Permitted Violation and such contest shall comply with the last sentence of this paragraph. Tenant agrees that, if, at the time of such contest, neither Tenant nor Guarantor is Investment Grade, then Tenant shall post a bond or other security reasonably satisfactory to Landlord in an amount at least equal to any potential loss or liability that Landlord may reasonably suffer as a result thereof. While any proceedings which comply with the requirements of this Section 3.2 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 3.2 are at all related out-of-pocket expensestimes 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 Lessee performance of which shall be deemed ordered or decreed as a result thereof. No such contest shall subject Landlord or the holder (“Mortgagee”) of any mortgage, pledge, financing statement, security lien or deed of trust (collectively, a “Mortgage”) encumbering all or any part of (i) the Property or any (ii) equity, stock, membership or partnership interest in and to have acknowledged and agreed that Landlord, to the Lessor is indemnified therefor pursuant to Section 7.1 risk of the Participation Agreementany civil or criminal liability.

Permitted Contests. If, to the extent and for so long as (a) a contest test, challenge, appeal or proceeding for review of the legality, validity any Applicable Laws and Regulations or applicability any Governmental Action relating to any Site or to the Improvements or the Site or any interest therein of, or the operation, use operation or maintenance thereof by the Lessee of (i) any Applicable Laws, (ii) any term or condition of, or any revocation or amendment of, or other proceeding relating to, any Governmental Action, or (iii) any Lien or Tax Facility shall be made prosecuted diligently and in good faith, by faith in appropriate proceedings initiated timely and diligently prosecuted, by the Lessee or (b) compliance with such Applicable Laws, Laws and Regulations or such Governmental Action, Lien or Tax Action shall have been excused or exempted by a valid nonconforming use permit, waiver, extension or forbearance, the Lessee shall not be required to comply with such Applicable Laws, Laws and Regulations or such Governmental Action, Lien or Tax Action but only if and so long as any such contest test, challenge, appeal, proceeding or noncompliance shall constitute not, in the reasonable opinion of Lessor, involve (A) any meaningful risk of (1) foreclosure, forfeiture or loss of a Site, (2) criminal liability being imposed on Lessor, Agent, any Lender or Lease Agreement the Site or (3) the nonpayment of Rent or (B) any substantial danger of (1) the sale of, or the creation of any Lien (other than a Permitted ContestLien) on, any part of the Site, (2) material civil liability being imposed on Lessor, Agent, any Lender or the Site, (3) the extension of the ultimate imposition of such Applicable Laws and Regulations or such Governmental Action beyond the last day of the Lease Term, or (4) enjoinment of, or interference with, the use, possession or disposition of the Site in any material respect. Lessee shall provide Lessor with notice of any contest of the type described in clause (a) above in detail sufficient to enable Lessor to ascertain whether such contest may have an effect of the type described in clauses (b)(A) and (B) above. Lessor will not be required to join in any Permitted Contest proceedings pursuant to this Section 9.5 unless a provision of any Applicable Laws and Regulations requires, or, in the good faith opinion of the Lessee, it is helpful to the Lessee that such proceedings be brought by or in the name of the Lessor; and in that event, the event Lessor will join in the proceedings or permit them or any part thereof to be brought in its name if and so long as (i) no Lease Event of Default or Lease Payment/Bankruptcy Default is continuing, (ii) the Lessee has not elected the Return Option, continuing and (iii) the Lessee pays all related out-of-pocket expenses, and the Lessee shall be deemed to have acknowledged and agreed that the Lessor is indemnified therefor pursuant to Section 7.1 of the Participation Agreement.

Permitted Contests. IfLessee, at its expense, may contest, ------------------ by appropriate legal proceedings conducted in good faith and with due diligence, any Legal Requirement with which Lessee is required to comply pursuant to Subsection 5.2(b), or the extent amount or validity or application, in whole or in part, of any tax, assessment or charge which Lessee is obligated to pay or any lien, encumbrance or charge not permitted by Sections 2.1, 2.2, 5.3, and for so long as 6.2, provided that (a) a contest the commencement of such proceedings shall suspend the legalityenforcement or collection thereof against or from Lessor and against or from the Premises, validity or applicability to the Improvements or the Site or any interest therein of, or the operation, use or maintenance thereof by the Lessee of (i) any Applicable Laws, (ii) any term or condition of, or any revocation or amendment of, or other proceeding relating to, any Governmental Action, or (iii) any Lien or Tax shall be made in good faith, by appropriate proceedings initiated timely and diligently prosecuted, by the Lessee or (b) compliance with such Applicable Lawsneither the Premises nor any rent therefrom nor any part thereof or interest therein would be in any danger of being sold, Governmental Actionforfeited, Lien attached or Tax lost, (c) Lessee shall have been excused furnished such security, if any, as may be required in the proceedings and as may be reasonably required by Lessor, and (d) 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 Lessess's expense, shall execute and deliver to Lessee such authorizations and other documents as reasonably may be required in any such contest (and Lessee shall pay Lessor's reasonable legal fees and expenses incurred in reviewing any such authorizations and documents). Lessee shall indemnify and save Lessor harmless against any cost or exempted by a valid nonconforming use permit, waiver, extension or forbearance, the 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 the compliance with any Legal Requirement with which Lessee is obligated to comply with such Applicable Laws, Governmental Action, Lien or Tax but only if and so long as any such contest shall constitute a Permitted Contest. Lessor will not be required to join in any Permitted Contest pursuant to Subsection 5.2(b) or in respect of the payment of any tax, assessment or charge which Lessee is obligated to pay or any lien, encumbrance or charge not permitted by Section 2.1, 2.2, 5.3 and 6.2 which Lessee is in good faith contesting pursuant to the terms of this Section 9.5 unless a provision of any Applicable Laws requires, or, in the good faith opinion of the Lessee, it is helpful to the Lessee that such proceedings be brought by or in the name of the Lessor; and in that event, the Lessor will join in the proceedings or permit them or any part thereof to be brought in its name if and so long as (i) no Event of Default is continuing, (ii) the Lessee has not elected the Return Option, and (iii) the Lessee pays all related out-of-pocket expenses, and the Lessee shall be deemed to have acknowledged and agreed that the Lessor is indemnified therefor pursuant to Section 7.1 of the Participation Agreement5.5.

Permitted Contests. IfNotwithstanding any other provision of this Lease, to the extent and for so long as (a) a contest of the legality, validity or applicability to the Improvements or the Site or any interest therein of, or the operation, use or maintenance thereof by the Lessee of (i) any Applicable Laws, (ii) any term or condition of, or any revocation or amendment of, or other proceeding relating to, any Governmental Action, or (iii) any Lien or Tax shall be made in good faith, by appropriate proceedings initiated timely and diligently prosecuted, by the Lessee or (b) compliance with such Applicable Laws, Governmental Action, Lien or Tax shall have been excused or exempted by a valid nonconforming use permit, waiver, extension or forbearance, the Lessee Tenant shall not be required to comply (a) pay any Imposition, (b) discharge or remove any lien referred to in Paragraph 11 or 13 or (c) take any action with respect to any encroachment, violation, hindrance, obstruction or impairment referred to in Paragraph 12(b) (such Applicable Lawsnon-compliance with the terms hereof being hereinafter referred to collectively as “Permitted Violations”) and may dispute or contest the same, Governmental Action, Lien or Tax but only if so long as at the time of such non-compliance no Event of Default exists and so long as any such contest Tenant shall constitute a Permitted Contest. Lessor will not be required to join in any Permitted Contest pursuant to this Section 9.5 unless a provision of any Applicable Laws requires, orcontest, in good faith, the good faith opinion existence, amount or validity thereof, the amount of the Lesseedamages caused thereby, it is helpful to or the Lessee that such extent of its or Landlord’s liability therefor by appropriate proceedings be brought by or in which shall operate during the name of the Lessor; and in that event, the Lessor will join in the proceedings or permit them or any part pendency thereof to be brought in its name if and so long as prevent or stay (i) no Event of Default is continuingthe collection of, or other realization upon, the Permitted Violation so contested, (ii) the Lessee has not elected sale, forfeiture or loss of the Return OptionLeased Premises or any Rent to satisfy or to pay any damages caused by any Permitted Violation, and (iii) any interference with the Lessee pays use or occupancy 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 related out-of-pocket expensesCosts, interest and penalties that may be incurred or become due in connection therewith. While any proceedings which comply with the requirements of this Paragraph 14 are pending and the required security is held by Landlord, Landlord shall not have the right to correct any Permitted Violation thereby being contested unless Landlord is required by Law to correct such Permitted Violation and Tenant’s contest does not prevent or stay such requirement as to Landlord. Each such contest shall be promptly and diligently prosecuted by Tenant to a final conclusion, except that Tenant, so long as the 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 Lessee performance of which shall be deemed ordered or decreed as a result thereof. No such contest shall subject Landlord to have acknowledged and agreed that the Lessor is indemnified therefor pursuant to Section 7.1 risk of the Participation Agreementany civil or criminal liability.

Permitted Contests. If, to the extent and for so long as (a) a contest of the legality, validity or applicability Mortgagor shall not be required to the Improvements or the Site or any interest therein of, or the operation, use or maintenance thereof by the Lessee of (i) pay any Applicable Lawstax, assessment or other charge referred to in Section 1.03 hereof, (ii) pay any term or condition of, or any revocation or amendment of, or other proceeding relating to, any Governmental Actioncharge referred to in Section 1.04 hereof, or (iii) discharge or remove any Lien lien, encumbrance or Tax shall be made charge referred to in Section 1.11 hereof, so long as Mortgagor shall: (1) Contest, in good faith, the existence, amount or the validity thereof, the amount of damages caused thereby or the extent of its liability therefor, by appropriate proceedings initiated timely operating during the pendency thereof to prevent (A) the collection of, or other realization upon the tax, assessment, lien, encumbrance or charge so contested, (B) the sale, forfeiture or loss of the Mortgaged Property or any part thereof, and diligently prosecuted, (C) any interference with the use or occupancy of the Mortgaged Property or any part thereof; and (2) Give such security to Mortgagee as may be demanded by Mortgagee to ensure payment of the Lessee or amount so contested if Mortgagor loses such contest. (b) compliance with such Applicable Laws, Governmental Action, Lien or Tax shall have been excused or exempted by a valid nonconforming use permit, waiver, extension or forbearance, the Lessee Mortgagor shall not be required to comply with such Applicable Lawsany statute, Governmental Actionlaw, Lien rule, regulation or Tax but only if and ordinance (hereinafter “law”) referred to in Section 1.06 hereof, so long as Mortgagor shall: (1) Contest, in good faith, the validity or applicability thereof or its liability with respect thereto, by lawful proceedings; (2) Obtain an administrative or judicial stay of the application of said law; and (3) Give such security to Mortgagee as may be demanded by Mortgagee to ensure payment of any contested amount or required action and any damages, penalties or fines which may be imposed as a result thereof, if Mortgagor shall lose such contest. (c) Mortgagor shall give prompt written notice to Mortgagee no less than five (5) days prior to the commencement of any contest shall constitute a Permitted Contest. Lessor will not be required referred to join in any Permitted Contest pursuant to this Section 9.5 unless a provision of any Applicable Laws requires, or, in the good faith opinion of the Lessee, it is helpful to the Lessee that such proceedings be brought by or in the name of the Lessor; and in that event, the Lessor will join in the proceedings or permit them or any part thereof to be brought in its name if and so long as (i) no Event of Default is continuing, (ii) the Lessee has not elected the Return Option, and (iii) the Lessee pays all related out-of-pocket expenses, and the Lessee shall be deemed to have acknowledged and agreed that the Lessor is indemnified therefor pursuant to Section 7.1 of the Participation Agreement1.12.

Permitted Contests. If, to the extent and for so long as (a) a contest of the legality, validity or applicability to the Improvements or the Site or any interest therein of, or the operation, use or maintenance thereof by the Lessee of (i) any Applicable Laws, (ii) any term or condition of, or any revocation or amendment of, or other proceeding relating to, any Governmental Action, or (iii) any Lien or Tax shall be made in good faith, by appropriate proceedings initiated timely and diligently prosecuted, by the Lessee or (b) compliance with such Applicable Laws, Governmental Action, Lien or Tax shall have been excused or exempted by a valid nonconforming use permit, waiver, extension or forbearance, the Lessee shall not be required to comply with such Applicable Laws, Governmental Action, Lien or Tax but only if and so long as any such contest shall constitute a Permitted Contest. Lessor will not be required to join in any Permitted Contest pursuant to this Section 9.5 unless a provision of any Applicable Laws requires, or, in the good faith opinion of the Lessee, it is helpful to the Lessee that such proceedings be brought by or in the name of the Lessor; and in that event, the Lessor will join in the proceedings or permit them or any part thereof to be brought in its name if and so long as (i) no Construction Event of Default or Event of Default is continuing, (ii) the Lessee has not elected the Return Option, and (iii) the Lessee pays all related out-of-pocket expenses, and the Lessee shall be deemed to have acknowledged and agreed that the Lessor is indemnified therefor pursuant to Section 7.1 of the Participation Agreement.

Permitted Contests. If, to the extent and for so long as (a) a contest of the legality, validity or applicability to the Improvements or the Site any Leased Property or any interest therein of, or the operation, use or maintenance thereof by the by, Lessee of (i) any Applicable LawsLaws and Regulations, (ii) any term or condition of, or any revocation or amendment of, or other proceeding relating to, any Governmental Action, or (iiic) any Lien or Tax shall be made in good faith, by appropriate proceedings initiated timely and diligently prosecuted, by the Lessee or (b) compliance with such Applicable LawsLaws and Regulations, Governmental Action, Lien or Tax shall have been excused or exempted by a valid nonconforming use permit, waiver, extension or forbearance, the Lessee shall not be required to comply with such Applicable LawsLaws and Regulations, Governmental Action, Lien or Tax but only if and so long as any such contest or noncompliance shall in the reasonable opinion of Lessor, acting at the direction of the Required Participants, constitute a Permitted Contest. Lessor will not be required to join in any Permitted Contest pursuant to this Section 9.5 unless a provision of any Applicable Laws and Regulations requires, or, in the good faith opinion of the Lessee, it is helpful to the Lessee Lessee, that such proceedings be brought by or in the name of the Lessor; and in that event, the Lessor will join in the proceedings or permit them or any part thereof to be brought in its name if and so long as (i) no Lease Event of Default is continuing, (ii) the Lessee has not elected the Return Option, continuing and (iii) the Lessee pays all related out-of-pocket expenses, and the Lessee shall be deemed to have acknowledged and agreed that the Lessor is indemnified therefor pursuant to Section 7.1 Article VII of the Participation Agreement.

Permitted Contests. If12.1 Permitted Contests in Respect of Applicable Law Other Than ---------------------------------------------------------- Impositions. Except to the extent otherwise provided in Section 13.5(b) of the ----------- --------------- Participation Agreement regarding Taxes and other Impositions, if, to the extent and for so long as (a) a contest test, challenge, appeal or proceeding for review of the legality, validity or applicability any Applicable Law relating to the Improvements or the Site or any interest therein of, or the operation, use or maintenance thereof by the Lessee of (i) any Applicable Laws, (ii) any term or condition of, or any revocation or amendment of, or other proceeding relating to, any Governmental Action, or (iii) any Lien or Tax Property shall be made prosecuted diligently and in good faith, by faith in appropriate proceedings initiated timely and diligently prosecuted, by the Lessee or (b) compliance with such Applicable Laws, Governmental Action, Lien or Tax Law shall have been excused or exempted by a valid nonconforming use use, variance permit, waiver, extension or forbearance, then, provided no Lease Default or Lease Event of Default has occurred and is continuing, the Lessee shall not be required to comply with such Applicable Laws, Governmental Action, Lien or Tax Law but only if and so long as any such contest test, challenge, appeal, proceeding, waiver, extension, forbearance or noncompliance shall constitute a not, in the reasonable opinion of the Lessor and the Administrative Agent, involve (A) any risk of criminal liability being imposed on the Lessor, the Lenders or the Administrative Agent or (B) any risk of (1) foreclosure, forfeiture or loss of the Property, or any material part thereof, or (2) the nonpayment of Rent or (C) any substantial risk of (1) the sale of, or the creation of any Lien (other than Permitted ContestProperty Lien) on, any part of the Property, (2) civil liability being imposed on the Lessor, the Lenders, the Administrative Agent, or the Property, or (3) enjoinment of, or interference with, the use, possession or disposition of the Property in any material respect. Lessor, at Lessee's sole cost and expense, shall execute and deliver to Lessee such authorizations and other documents as may reasonably be required in connection with any such permitted contest. The Lessor will not be required to join in any Permitted Contest proceedings pursuant to this Section 9.5 12.1 unless a provision of any Applicable Laws requires, or, in the good faith opinion of the Lessee, it is helpful to the Lessee Law requires that such ------------ proceedings be brought by or in the name of the Lessor; and in that event, event the Lessor will join in the proceedings or permit them or any part thereof to be brought in its name if and so long as (i) no Event of Default is continuing, (ii) the Lessee has not elected the Return Option, Remarketing Option and (iiiii) the Lessee pays all related out-of-pocket expensesexpenses and indemnifies the Lessor, the Lenders and the Lessee shall be deemed Administrative Agent with respect to have acknowledged and agreed that the Lessor is indemnified therefor pursuant to Section 7.1 of the Participation Agreementsuch proceedings.

Permitted Contests. If, to the extent and for so (a) So long as (aw) a contest 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 legality, validity Lessee shall not have notified the Lessor pursuant to paragraph 27(a)(ii) that it is terminating this Lease and abandoning the Property or applicability (z) the Lessee shall not have otherwise surrendered or be required to surrender the Property to the Improvements or the Site or Lessor for any interest therein ofreason (including, or the operationwithout limitation, use or maintenance thereof by the Lessee of (i) any Applicable Laws, (ii) any term or condition of, or any revocation or amendment of, or other proceeding relating to, any Governmental Action, or (iii) any Lien or Tax shall be made in good faith, by appropriate proceedings initiated timely and diligently prosecuted, by the Lessee or (b) compliance with such Applicable Laws, Governmental Action, Lien or Tax shall have been excused or exempted by a valid nonconforming use permit, waiver, extension or forbearancepursuant to paragraph 23(a)), the Lessee shall not be required required, nor shall the Lessor have the right, to pay, discharge or remove any Charges or to comply with such Applicable Laws, Governmental Action, Lien or Tax but only if and so long as any such contest shall constitute a Permitted Contest. Lessor will not be required to join in any Permitted Contest pursuant to this Section 9.5 unless a provision of any Applicable Laws requires, or, in cause the good faith opinion of the Lessee, it is helpful to the Lessee that such proceedings be brought by or in the name of the Lessor; and in that event, the Lessor will join in the proceedings or permit them Property or any part thereof to be brought in its name if and so 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 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) no Event in the case of Default is continuingan unpaid Property Charge or undischarged or unremoved Lien, prevent the collection thereof from the Lessor or against the Property or any part thereof, (ii) prevent the Lessee has not elected sale, forfeiture or loss of the Return OptionProperty or any part thereof, and (iii) in the Lessee pays all related out-of-pocket expenses, and the Lessee shall be deemed to have acknowledged and agreed that the Lessor is indemnified therefor pursuant to Section 7.1 case of the Participation Agreement.a

Permitted Contests. If, to the extent and for so (a) So long as (aw) a contest no Lessor Termination ------------------ Notice has been delivered, (x) no Default, Event of Default or Major Environmental Event has occurred and is continuing, (y) the legality, validity Lessee shall not have notified the Lessor pursuant to paragraph 27(a)(ii) that it is terminating this Lease and abandoning the Mill II Property or applicability (z) the Lessee shall not have otherwise surrendered or be required to surrender the Mill II Property to the Improvements or the Site or Lessor for any interest therein ofreason (including, or the operationwithout limitation, use or maintenance thereof by the Lessee of (i) any Applicable Laws, (ii) any term or condition of, or any revocation or amendment of, or other proceeding relating to, any Governmental Action, or (iii) any Lien or Tax shall be made in good faith, by appropriate proceedings initiated timely and diligently prosecuted, by the Lessee or (b) compliance with such Applicable Laws, Governmental Action, Lien or Tax shall have been excused or exempted by a valid nonconforming use permit, waiver, extension or forbearancepursuant to paragraph 23(a)), the Lessee shall not be required required, nor shall the Lessor have the right, to pay, discharge or remove any Charges or to comply or cause the Mill II 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 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 or against the Mill II Property or any part thereof, (ii) prevent the sale, forfeiture or loss of the Mill II Property or any part thereof, and (iii) in the case of a Legal Requirement, not subject the Lessor, the Agent, the Collateral Agent, the Equity Investors, or the Note Holders to the risk of any criminal liability or civil penalties or fines for failure to comply therewith. The Lessee shall give such Applicable Lawsassurances as may be reasonably demanded by the Lessor to insure ultimate payment of such Charges or the discharge or removal of any such materialman's, Governmental Action, laborer's or mechanic's Lien or Tax but only if to insure compliance with such Legal Requirement and so long as to prevent any sale or forfeiture of the Mill II Property, or any part thereof, or any interference with or deductions from any Fixed Rent, Additional Rent or any other sum required to be paid by the Lessee hereunder by reason of such non-payment, non-discharge, non-removal or non-compliance. (b) The Lessor shall cooperate with the Lessee in any contest and shall allow the Lessee to conduct such contest shall constitute a Permitted Contest. Lessor will not be required to join in any Permitted Contest pursuant to this Section 9.5 unless a provision of any Applicable Laws requires, or, in the good faith opinion of the Lessee, it is helpful to the Lessee that such proceedings be brought by or (in the name of the Lessor, if necessary) at the Lessee's sole cost and expense; and in provided that event, the Lessor will join in shall -------- ---- not be required to execute any documents which would materially adversely affect the proceedings fair market value, use or permit them operation of the Mill II Property (or any part thereof thereof) or subject the Lessor, the Agent, the Collateral Agent, any Equity Investor or any Note Holder to any liability or result in the admission of liability, guilt or culpability on the part of such Persons. The Lessee shall notify the Lessor of each such proceeding at least ten days prior to the commencement thereof, which notice shall describe such proceeding in reasonable detail. (c) The Lessee shall, promptly after the final determination (including appeals) of any contest brought by it pursuant to this paragraph 18, pay and discharge all amounts which shall be determined to be brought in its name if payable therein and so long as (i) no Event of Default is continuing, (ii) the Lessee has not elected the Return Option, and (iii) the Lessee pays all related out-of-pocket expenses, and the Lessee shall be deemed entitled to have acknowledged receive and agreed that retain for its own account all amounts refunded and/or rebated as a result of any such contest and if the Lessor receives any amount as a result of such contest to which it is indemnified therefor not otherwise entitled pursuant to Section 7.1 this Lease, it shall promptly return such amount to the Lessee. (d) Except as otherwise specifically provided in this Lease, this paragraph 18 shall not apply in the case of Charges upon, or in respect of, any Person other than the Lessor (or the lessor under the Ground Lease) or in respect of the Participation Agreementproperty or income of any such Person.

Permitted Contests. If, to the extent and for so long as (a) a contest of the legality, validity or applicability to the Improvements or the Site or any interest therein of, or the operation, use or maintenance thereof by the Lessee of (i) any Applicable Laws, (ii) any term or condition of, or any revocation or amendment of, or other proceeding relating to, any Governmental Action, or (iii) any Lien or Tax shall be made in good faithThe Grantor may contest, by appropriate proceedings initiated timely conducted in good faith and diligently prosecutedwith due diligence, by any Legal Requirement, any Insurance Requirement, any Imposition or Lien therefor on the Lessee Trust Property or any interest therein, or any Lien of any laborer, mechanic, materialman, supplier or vendor on the Trust Property or any interest therein, provided that (bi) compliance with if the matter being contested affects or relates to a material portion of the Trust Property, prior notice of the contest is given to the Beneficiary; (ii) no material Trust Property is in danger of being sold, forfeited or lost while such Applicable Laws, Governmental Action, Lien proceedings are pending; (iii) the Beneficiary and the other Secured Parties are not in danger of any criminal or Tax shall have been excused material civil penalty or exempted by a valid nonconforming use permit, waiver, extension or forbearance, the Lessee shall not be required any other liability for failure to comply with therewith and no material Trust Property is subject to the imposition of any Lien as a result of such Applicable Laws, Governmental Action, Lien or Tax but only if and so long as any such contest shall constitute a Permitted Contest. Lessor will failure which is not be required to join in any Permitted Contest properly contested pursuant to this Section 9.5 unless a provision 2.06; (iv) in the case of any Applicable Laws requiresInsurance Requirement, or, no Insurance Policy or coverage is in danger of being forfeited or lost while such proceedings are pending; and (v) in the good faith opinion case of (A) any Lien of a laborer, mechanic, materialman, supplier or vendor, or (B) any Imposition or Lien therefor, such proceedings suspend the foreclosure of such Lien or any other collection thereof from the Trust Property and all interests therein. Upon reasonable request, the Grantor shall promptly deliver to the Beneficiary (x) a certificate of the Lessee, it is helpful Grantor describing in detail satisfactory to the Lessee that such proceedings be brought by or in Beneficiary the name contests pending as of the Lessor; date thereof and in evidencing that event, the Lessor will join in Grantor has complied with the proceedings or permit them or any part thereof to be brought in its name if and so long as (i) no Event provisions of Default is continuing, (ii) the Lessee has not elected the Return Option, this Section with respect thereto and (iiiy) the Lessee pays all related out-of-pocket expenses, such other information and the Lessee shall be deemed to have acknowledged and agreed that the Lessor is indemnified therefor pursuant to Section 7.1 of the Participation Agreement.documents with

Permitted Contests. IfLessee, at its expense, may contest, by appropriate legal proceedings conducted in good faith and with due diligence, any Legal Requirement with which Lessee is required to the extent and for so long as (a) a contest of the legality, validity or applicability comply pursuant to the Improvements or the Site or any interest therein ofSection 5.02(b), or the operationamount or validity or application, use in whole or maintenance thereof in part, of any tax, assessment or charge which Lessee is obligated to pay or any lien, encumbrance or charge not permitted by the Lessee of Sections 2.01, 2.02, 5.02(a), 5.03 and 6.02, provided that (i) any Applicable Lawsthe commencement of such proceedings shall suspend the enforcement or collection thereof against or from Lessor and against or from the Premises, (ii) neither the Premises nor any term rent therefrom nor any part thereof or condition ofinterest therein would be in any danger of being sold, forfeited, attached or any revocation or amendment oflost, or other proceeding relating to, any Governmental Action, or (iii) any Lien or Tax shall be made in good faith, by appropriate proceedings initiated timely and diligently prosecuted, by the Lessee or (b) compliance with such Applicable Laws, Governmental Action, Lien or Tax shall have been excused 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 exempted by a valid nonconforming use permit, waiver, extension or forbearance, the 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 the compliance with any Legal Requirement with which Lessee is obligated to comply with such Applicable Laws, Governmental Action, Lien or Tax but only if and so long as any such contest shall constitute a Permitted Contest. Lessor will not be required to join in any Permitted Contest pursuant to this Section 9.5 unless a provision of any Applicable Laws requires, or, in the good faith opinion of the Lessee, it is helpful to the Lessee that such proceedings be brought by or in the name of the Lessor; and in that event, the Lessor will join in the proceedings or permit them or any part thereof to be brought in its name if and so long as (i) no Event of Default is continuing, (ii) the Lessee has not elected the Return Option, and (iii) the Lessee pays all related out-of-pocket expenses, and the Lessee shall be deemed to have acknowledged and agreed that the Lessor is indemnified therefor pursuant to Section 7.1 5.02(b) or in respect to the payment of the Participation Agreementany tax, assessment or charge which Lessee is obligated to pay or any lien, encumbrance or charge not permitted by Section 2.01, 2.02, 5.02(a), 5.03 and 6.02 which Lessee is in good faith contesting.

Permitted Contests. If, to the extent and for so long as (a) a contest test, challenge, appeal or proceeding for review of the legality, validity any Applicable Laws and Regulations or applicability any Governmental Action relating to any Site or to the Improvements or the Site or any interest therein of, or the operation, use Lease Agreement operation or maintenance thereof by the Lessee of (i) any Applicable Laws, (ii) any term or condition of, or any revocation or amendment of, or other proceeding relating to, any Governmental Action, or (iii) any Lien or Tax Facility shall be made prosecuted diligently and in good faith, by faith in appropriate proceedings initiated timely and diligently prosecuted, by the Lessee or (b) compliance with such Applicable Laws, Laws and Regulations or such Governmental Action, Lien or Tax Action shall have been excused or exempted by a valid nonconforming use permit, waiver, extension or forbearance, the Lessee shall not be required to comply with such Applicable Laws, Laws and Regulations or such Governmental Action, Lien or Tax Action but only if and so long as any such contest test, challenge, appeal, proceeding or noncompliance shall constitute not, in the reasonable opinion of Lessor, involve (A) any meaningful risk of (1) foreclosure, forfeiture or loss of a Site, (2) criminal liability being imposed on Lessor, Agent, any Lender or the Site or (3) the nonpayment of Rent or (B) any substantial danger of (1) the sale of, or the creation of any Lien (other than a Permitted ContestLien) on, any part of the Site, (2) material civil liability being imposed on Lessor, Agent, any Lender or the Site, (3) the extension of the ultimate imposition of such Applicable Laws and Regulations or such Governmental Action beyond the last day of the Lease Term, or (4) enjoinment of, or interference with, the use, possession or disposition of the Site in any material respect. Lessee shall provide Lessor with notice of any contest of the type described in clause (a) above in detail sufficient to enable Lessor to ascertain whether such contest may have an effect of the type described in clauses (b)(A) and (B) above. Lessor will not be required to join in any Permitted Contest proceedings pursuant to this Section 9.5 unless a provision of any Applicable Laws and Regulations requires, or, in the good faith opinion of the Lessee, it is helpful to the Lessee that such proceedings be brought by or in the name of the Lessor; and in that event, the event Lessor will join in the proceedings or permit them or any part thereof to be brought in its name if and so long as (i) no Lease Event of Default or Lease Payment/Bankruptcy Default is continuing, (ii) the Lessee has not elected the Return Option, continuing and (iii) the Lessee pays all related out-of-pocket expenses, and the Lessee shall be deemed to have acknowledged and agreed that the Lessor is indemnified therefor pursuant to Section 7.1 of the Participation Agreement.

Permitted Contests. IfNotwithstanding any other provision of this Lease, to the extent and for so long as (a) a contest of the legality, validity or applicability to the Improvements or the Site or any interest therein of, or the operation, use or maintenance thereof by the Lessee of (i) any Applicable Laws, (ii) any term or condition of, or any revocation or amendment of, or other proceeding relating to, any Governmental Action, or (iii) any Lien or Tax shall be made in good faith, by appropriate proceedings initiated timely and diligently prosecuted, by the Lessee or (b) compliance with such Applicable Laws, Governmental Action, Lien or Tax shall have been excused or exempted by a valid nonconforming use permit, waiver, extension or forbearance, the Lessee Tenant shall not be required to comply (a) pay any Imposition, (b) discharge or remove any lien referred to in Paragraph 11 or 13 or (c) take any action with respect to any encroachment, violation, hindrance, obstruction or impairment referred to in Paragraph 12(b) (such Applicable Lawsnon-compliance with the terms hereof being hereinafter referred to collectively as "Permitted Violations") and may dispute or contest the same, Governmental Action, Lien or Tax but only if so long as at the time of such contest no Event of Default exists and so long as any such contest Tenant shall constitute a Permitted Contest. Lessor will not be required to join in any Permitted Contest pursuant to this Section 9.5 unless a provision of any Applicable Laws requires, orcontest, in good faith, the good faith opinion existence, amount or validity thereof, the amount of the Lesseedamages caused thereby, it is helpful to or the Lessee that such extent of its or Landlord's liability therefor by appropriate proceedings be brought by or in which shall operate during the name of the Lessor; and in that event, the Lessor will join in the proceedings or permit them or any part pendency thereof to be brought in its name if and so long as prevent or stay (i) no Event of Default is continuingthe collection of, or other realization upon, the Permitted Violation so contested, (ii) the Lessee has not elected sale, forfeiture or loss of any of the Return OptionLeased Premises or any Rent to satisfy or to pay any damages caused by any Permitted Violation, and (iii) any interference with the Lessee pays use or occupancy of any of the Leased Premises, (iv) 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 related out-of-pocket expensesCosts, interest and penalties that may be incurred or become due in connection therewith. 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 Lessee performance of which shall be deemed ordered or decreed as a result thereof. No such contest shall subject Landlord to have acknowledged and agreed that the Lessor is indemnified therefor pursuant to Section 7.1 risk of the Participation Agreementany civil or criminal liability. If any contest results in a refund of Impositions previously paid by Tenant, Tenant shall retain such refund.

Permitted Contests. ​ If, to the extent and for so long as (a) a contest of the legality, validity or applicability to the Improvements Leased Property or the Site or any interest therein of, or the operation, use or maintenance thereof by the Lessee of (i) any Applicable LawsLaws and Regulations, (ii) any term or condition of, or any revocation or amendment of, or other proceeding relating to, any Governmental Action, or (iii) any Lien or Tax shall be made in good faith, by appropriate proceedings initiated timely and diligently prosecuted, by the Lessee or (b) compliance with such Applicable LawsLaws and Regulations, Governmental Action, Lien or Tax shall have been excused or exempted by a valid nonconforming use permit, waiver, extension or forbearance, the Lessee shall not be required to comply with such Applicable LawsLaws and Regulations, Governmental Action, Lien or Tax but only if and so long as any such contest shall constitute a Permitted ContestContest and shall be conducted in accordance with Section 7.1(c) or Section 7.2(b), as applicable, of the Participation Agreement. ​ The Lessor will not be required to join in any Permitted Contest pursuant to this Section 9.5 unless a provision of any Applicable Laws and Regulations requires, or, in the good faith opinion of the Lessee, it is materially helpful to the Lessee that such proceedings be brought by or in the name of the Lessor; and in that event, the Lessor will join in the proceedings or permit them or any part thereof to be brought in its name only if and so long as (i) no Material Default or Event of Default is continuing, (ii) the Lessee has not elected the Return Option, and (iii) the Lessee pays all related out-of-pocket expenses, and the Lessee shall be deemed to have acknowledged and agreed that the Lessor is indemnified therefor pursuant to Section 7.1 or Section 7.2 of the Participation Agreement.. ​

Permitted Contests. If12.1 Permitted Contests in Respect of Applicable Law Other Than Impositions. Except to the extent otherwise provided in Section 13.5(b) of the Participation Agreement regarding Taxes and other Impositions, if, to the extent and for so long as (a) a contest test, challenge, appeal or proceeding for review of the legality, validity or applicability any Applicable Law relating to the Improvements or the Site or any interest therein of, or the operation, use or maintenance thereof by the Lessee of (i) any Applicable Laws, (ii) any term or condition of, or any revocation or amendment of, or other proceeding relating to, any Governmental Action, or (iii) any Lien or Tax Property shall be made prosecuted diligently and in good faith, by faith in appropriate proceedings initiated timely and diligently prosecuted, by the Lessee or (b) compliance with such Applicable Laws, Governmental Action, Lien or Tax Law shall have been excused or exempted by a valid nonconforming use use, variance permit, waiver, extension or forbearance, the Lessee shall not be required to comply with such Applicable Laws, Governmental Action, Lien or Tax Law but only if and so long as any such contest test, challenge, appeal, proceeding, waiver, extension, forbearance or noncompliance shall constitute not, in the reasonable opinion of the Lessor, involve (A) any risk of criminal liability being imposed on the Lessor or (B) any risk of (1) foreclosure, forfeiture or loss of the Property, or any material part thereof, or (2) the nonpayment of Rent or (C) any substantial risk of (1) the sale of, or the creation of any Lien (other than a Permitted ContestProperty Lien) on, any part of the Property, (2) civil liability being imposed on the Lessor or the Property, or (3) enjoinment of, or interference with, the use, possession or disposition of the Property in any material respect. Lessor, at Lessee's sole cost and expense, shall execute and deliver to Lessee such authorizations and other documents as may reasonably be required in connection with any such permitted contest. The Lessor will not be required to join in any Permitted Contest proceedings pursuant to this Section 9.5 12.1 unless a provision of any Applicable Laws requires, or, in the good faith opinion of the Lessee, it is helpful to the Lessee Law requires that such proceedings be brought by or in the name of the Lessor; and in that event, event the Lessor will join in the proceedings or permit them or any part thereof to be brought in its name if and so long as (i) no Event of Default is continuing, (ii) the Lessee has not elected the Return Option, Remarketing Option and (iiiii) the Lessee pays all related out-of-pocket expenses, expenses and the Lessee shall be deemed to have acknowledged and agreed that indemnifies the Lessor is indemnified therefor pursuant with respect to Section 7.1 of the Participation Agreementsuch proceedings.

Permitted Contests. IfAfter obtaining prior written approval from Lessor, not to be unreasonably withheld, conditioned or delayed, Lessee, at Lessee’s expense, after two (2) Business Days’ notice to Lessor, 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 Imposition, Legal Requirement, Insurance Requirement, lien, attachment, levy, encumbrance, charge or claim not otherwise permitted by Article XI, provided that (a) in the case of an unpaid Imposition, lien, attachment, levy, encumbrance, charge or claim, the commencement and continuation of such proceedings shall suspend the collection thereof from Lessor and from the Leased Property (or if not so suspended, clause (b) shall be true); (b) neither the Leased Property nor any Rent therefrom nor any part thereof or interest therein would, as determined in Lessor’s reasonable discretion, be in any immediate danger of being sold, forfeited, attached or lost; (c) in the case of a Legal Requirement, Lessor would not be in any immediate danger of civil or criminal liability for failure to comply therewith pending the outcome of such proceedings; (d) in the event that any such contest shall involve a sum of money or potential ▇▇▇▇ in excess of Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00), then, in any such event, the applicable Facility Lessee shall deliver to Lessor a certification from a duly authorized officer of the applicable Facility Lessee regarding the matters set forth in clauses (a), (b) and (c), to the extent and for so long applicable (it being understood if the relevant amount involved in such contest (or the potential loss) is Jess than such amount, no such certification is required); (e) in the case of a Legal Requirement and/or an Imposition, lien, encumbrance or charge, Lessee shall give such reasonable security as (a) a contest may be demanded by Lessor to insure ultimate payment of the legality, validity same and to prevent any sale or applicability to forfeiture of the Improvements affected portion of the Leased Property or the Site Rent by reason of such non-payment or any interest therein ofnon-compliance; provided, or the operation, use or maintenance thereof by the Lessee of (i) any Applicable Laws, (ii) any term or condition of, or any revocation or amendment of, or other proceeding relating to, any Governmental Action, or (iii) any Lien or Tax shall be made in good faith, by appropriate proceedings initiated timely and diligently prosecuted, by the Lessee or (b) compliance with such Applicable Laws, Governmental Action, Lien or Tax shall have been excused or exempted by a valid nonconforming use permit, waiver, extension or forbearancehowever, the Lessee provisions of this Article XII shall not be construed to permit Lessee to contest the payment of Rent (except as to contests concerning the method of computation or the basis of levy of any Imposition or the basis for the assertion of any other claim) or any other sums payable by Lessee to Lessor hereunder, (f) in the case of an Insurance Requirement, the coverage required by Article XIII shall be maintained, and (g) if such contest be finally resolved against Lessor or Lessee, Lessee shall, as Additional Charges due hereunder, promptly pay the amount required to be paid, together with all interest and penalties accrued thereon, or comply with the applicable Legal Requirement or Insurance Requirement. Lessor, at Lessee’s expense, shall execute and deliver to Lessee such Applicable Laws, Governmental Action, Lien or Tax but only if authorizations and so long other documents as may reasonably be required in any such contest and, if reasonably requested by Lessee or if Lessor so desires, Lessor shall constitute join as a Permitted Contestparty therein. Lessee shall indemnify and hold Lessor will not be required to join in harmless against any Permitted Contest pursuant to this Section 9.5 unless a provision liability, cost or expense of any Applicable Laws requires, or, kind that may be imposed upon Lessor in the good faith opinion of the Lessee, it is helpful to the Lessee that connection with any such proceedings be brought by or in the name of the Lessor; contest and in that event, the Lessor will join in the proceedings or permit them or any part thereof to be brought in its name if and so long as (i) no Event of Default is continuing, (ii) the Lessee has not elected the Return Option, and (iii) the Lessee pays all related out-of-pocket expenses, and the Lessee shall be deemed to have acknowledged and agreed that the Lessor is indemnified therefor pursuant to Section 7.1 of the Participation Agreementloss resulting therefrom.

Permitted Contests. If, to the extent and for so long as (a) a contest test, challenge, appeal or proceeding for review of any applicable requirement of Law or of a Governmental Body relating to the operation or maintenance of the legality, validity or applicability to the Improvements or the Site or any interest therein of, or the operation, use or maintenance thereof by the Lessee of (i) any Applicable Laws, (ii) any term or condition of, or any revocation or amendment of, or other proceeding relating to, any Governmental Action, or (iii) any Lien or Tax Leased Property shall be made prosecuted in good faithfaith by Lessee (or an appropriate representative of Lessee's interest in such test, by appropriate proceedings initiated timely and diligently prosecutedchallenge, by the Lessee appeal or proceeding) or (b) compliance with such Applicable Laws, Governmental Action, Lien or Tax requirement shall have been excused or exempted by a valid nonconforming use permit, waiver, extension or forbearanceforbearance believed in good faith by Lessee to excuse or exempt it from such requirement, the Lessee shall not be required to comply with such Applicable Lawsrequirement, Governmental Actionif, Lien or Tax but only if and so long as if, such test, challenge, appeal, proceeding or noncompliance shall not involve any such contest shall constitute a Permitted Contest. Lessor will not be required to join in any Permitted Contest pursuant to this Section 9.5 unless a provision material risk of any Applicable Laws requires, or, in the good faith opinion of the Lessee, it is helpful to the Lessee that such proceedings be brought by or in the name of the Lessor; and in that event, the Lessor will join in the proceedings or permit them or any part thereof to be brought in its name if and so long as (i) no Event foreclosure, sale, forfeiture or loss of, or imposition of Default is continuingany Lien except Permitted Encumbrances which will not survive the termination of this Lease (other than Permitted Encumbrances under clauses (b), (c) or (d) of the definition of Permitted Encumbrances), on any part of the Leased Property (or Lessee's or Lessor's interest therein)or of impairment of the operation of the Leased Property, (ii) extending the Lessee has not elected ultimate imposition of such requirement beyond the Return Optiontermination of the Term then in effect, and as the case may be, (iii) any material claim against Lessor or the Lessee pays all related out-of-pocket expensesLeased Property, and (iv) the Lessee shall be deemed nonpayment of Rent, or (v) subjecting Lessor to have acknowledged and agreed that the Lessor is indemnified therefor pursuant to Section 7.1 of the Participation Agreementcriminal liability.

Permitted Contests. IfLessee shall not be required to (a) pay, ------------------ discharge or remove any tax, lien or assessment, or any mechanic's, laborer's or materialman's lien, or any other lien or encumbrance, or any other imposition or charge against the Project or any part thereof, or (b) comply or cause compliance with the laws, ordinances, orders, rules, regulations or requirements referred to the extent and for in Sections 3.10 or 14.4 hereof, so long as (a) a Lessee shall, at Lessee's expense, contest of the legality, validity or applicability to the Improvements same or the Site or any interest therein of, or the operation, use or maintenance validity thereof by the Lessee of (i) any Applicable Laws, (ii) any term or condition of, or any revocation or amendment of, or other proceeding relating to, any Governmental Action, or (iii) any Lien or Tax shall be made in good faith, by appropriate proceedings initiated timely and diligently prosecutedwhich shall operate to prevent the collection of the tax, by the Lessee lien, assessment, encumbrance, imposition, charge, fine or (b) compliance with such Applicable Laws, Governmental Action, Lien penalty so contested or Tax shall have been excused or exempted by a valid nonconforming use permit, waiver, extension or forbearance, the Lessee shall not be required to comply with such Applicable Laws, Governmental Action, Lien or Tax but only if and so long as any resulting from such contest shall constitute a Permitted Contest. Lessor will not be required to join in any Permitted Contest pursuant to this Section 9.5 unless a provision of any Applicable Laws requires, or, in and the good faith opinion sale of the Lessee, it is helpful to the Lessee that such proceedings be brought by or in the name of the Lessor; and in that event, the Lessor will join in the proceedings or permit them Project or any part thereof to satisfy the same. Such contest may be brought made by Lessee in its the name if and so long of Lessor or of Lessee, or both, as (i) no Event of Default is continuing, (ii) the Lessee has not elected the Return Optionshall determine, and (iii) Lessor agrees that it will, at Lessee's expense, cooperate with Lessee in any such contest to such extent as Lessee may reasonably request. It is understood, however, that Lessor shall not be subject to any liability for the Lessee pays all related out-of-pocket expensespayment of any costs or expenses in connection with any such proceeding brought by Lessee, and Lessee covenants to pay, and to indemnify and save harmless Lessor from, any such costs or expenses. Pending any such proceeding Lessor shall not have the right to pay, remove or cause to be discharged the tax, lien, assessment, encumbrance, imposition or charge thereby being contested, provided, that Lessee shall be deemed to have acknowledged given such security as Purchaser and agreed that the Lessor is indemnified therefor pursuant to Section 7.1 of the Participation Agreementmay require.

Permitted Contests. If, to the extent and for so long as (a) a contest of the legalityLessee, validity or applicability at its expense, may contest, by appropriate legal proceedings conducted in good faith and with due diligence, any Legal Requirement with which Lessee is required to the Improvements or the Site comply pursuant to Section 5.02(b) or any interest therein ofEnvironmental Law under Section 5.06, or the operationamount or validity or application, use in whole or maintenance thereof in part, of any tax, assessment or charge which Lessee is obligated to pay or any lien, encumbrance or charge not permitted by the Sections 2.01, 2.02, 5.02(a), 5.03 and 6.02, provided that unless Lessee of has already paid such tax, assessment or charge (i) any Applicable Lawsthe commencement of such proceedings shall suspend the enforcement or collection thereof against or from Lessor and against or from the Premises, (ii) neither the Premises nor any term rent therefrom nor any part thereof or condition ofinterest therein would be in any danger of being sold, forfeited, attached or any revocation or amendment oflost, or other proceeding relating to, any Governmental Action, or (iii) any Lien or Tax shall be made in good faith, by appropriate proceedings initiated timely and diligently prosecuted, by the Lessee or (b) compliance with such Applicable Laws, Governmental Action, Lien or Tax shall have been excused furnished such security, if any, as may be required in the proceedings and as may be reasonably required by Lessor (but in no event shall such additional security be required in excess of 125% of the amount in dispute and may be in the form of a letter of credit), 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 exempted by a valid nonconforming use permitexpense of any kind that may be imposed upon Lessor in connection with any such contest and any loss resulting therefrom. Notwithstanding any other provision of this Lease to the contrary, waiver, extension or forbearance, the Lessee shall not be required in default hereunder in respect to the compliance with any Legal Requirement with which Lessee is obligated to comply with such Applicable Laws, Governmental Action, Lien or Tax but only if and so long as any such contest shall constitute a Permitted Contest. Lessor will not be required to join in any Permitted Contest pursuant to this Section 9.5 unless a provision of any Applicable Laws requires, or, in the good faith opinion of the Lessee, it is helpful to the Lessee that such proceedings be brought by or in the name of the Lessor; and in that event, the Lessor will join in the proceedings or permit them or any part thereof to be brought in its name if and so long as (i) no Event of Default is continuing, (ii) the Lessee has not elected the Return Option, and (iii) the Lessee pays all related out-of-pocket expenses, and the Lessee shall be deemed to have acknowledged and agreed that the Lessor is indemnified therefor pursuant to Section 7.1 of the Participation Agreement.to

Permitted Contests. IfLessee, at its expense, may contest, by appropriate legal proceedings conducted in good faith and with due diligence, any Legal Requirement with which Lessee is required to the extent and for so long as (a) a contest of the legality, validity or applicability comply pursuant to the Improvements or the Site or any interest therein ofSection 5.2(c), or the operationamount or validity or application, use in whole or maintenance thereof in part, of any tax, assessment or charge which Lessee is obligated to pay or any lien, encumbrance or charge not permitted by the Lessee of Sections 2.1, 2.2, 5.2(a), 5.3 and 6.2, provided that (i) any Applicable Lawsthe commencement of such proceedings shall suspend the enforcement or collection thereof against or from Lessor and against or from the Premises, (ii) neither the Premises nor any term rent therefrom nor any part thereof or condition ofinterest therein would be in any danger of being sold, forfeited, attached or any revocation or amendment oflost, or other proceeding relating to, any Governmental Action, or (iii) any Lien or Tax shall be made in good faith, by appropriate proceedings initiated timely and diligently prosecuted, by the Lessee or (b) compliance with such Applicable Laws, Governmental Action, Lien or Tax shall have been excused furnished such security, if any, as may be required in the proceedings and as may be 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 exempted by a valid nonconforming use permit, waiver, extension or forbearance, the 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 the compliance with any Legal Requirement with which Lessee is obligated to comply with such Applicable Laws, Governmental Action, Lien or Tax but only if and so long as any such contest shall constitute a Permitted Contest. Lessor will not be required to join in any Permitted Contest pursuant to this Section 9.5 unless a provision of any Applicable Laws requires, or, in the good faith opinion of the Lessee, it is helpful to the Lessee that such proceedings be brought by or in the name of the Lessor; and in that event, the Lessor will join in the proceedings or permit them or any part thereof to be brought in its name if and so long as (i) no Event of Default is continuing, (ii) the Lessee has not elected the Return Option, and (iii) the Lessee pays all related out-of-pocket expenses, and the Lessee shall be deemed to have acknowledged and agreed that the Lessor is indemnified therefor pursuant to Section 7.1 5.2(c) or in respect to the payment of any tax, assessment or charge which Lessee is obligated to pay or any lien, encumbrance or charge not permitted by Section 2.1, 2.2, 5.2(a), 5.3 and 6.2 which Lessee is contesting in good faith and in accordance with the Participation Agreementprovisions of this Section 5.5.

Permitted Contests. IfUnless a Loan Default then exists or any state of facts which, with the giving of notice or the passage of time or both would constitute a Loan Default, upon prior written notice to the Lender, any member of the Borrowing Group at their sole cost and expense, may contest, by appropriate legal proceedings conducted in good faith and with due diligence (until the resolution thereof), the amount, validity or application, in whole or in part, of any Imposition, any Legal Requirement, the decision of any Governmental Authority related to the operation of the Mortgaged Property for its Primary Intended Use or any Lien or claim not otherwise permitted by in this Agreement; provided, that (a) prior written notice of such contest is given to the Lender, (b) in the case of an unpaid Imposition, Lien or claim, the commencement and continuation of such proceedings shall suspend the collection thereof from the Lender and/or any member of the Borrowing Group and compliance by any applicable member of the Borrowing Group with the contested Legal Requirement or other matter may legally be delayed pending the prosecution of any such proceeding without the occurrence or creation of any Lien, charge or liability of any kind against the Mortgaged Property, (c) neither the Mortgaged Property nor any interest of the Lender therein would be in any immediate danger of being sold, forfeited, attached or lost as a result of such proceeding, (d) in the case of a Legal Requirement, neither the Lender nor any member of the Borrowing Group would be in any immediate danger of civil or criminal liability for failure to comply therewith pending the outcome of such proceedings, (e) in the event that any such contest shall involve a sum of money or potential loss in excess of TEN THOUSAND DOLLARS ($10,000), then, in any such event, the Borrower shall deliver to the Lender an Officer's Certificate and opinion of counsel, if the Lender deems the delivery of an opinion to be appropriate, opinioning as to the validity of the statements set forth in clauses (b), (c) and (d), to the extent applicable, (f) the Borrower shall give such cash security as may be demanded in good faith by the Lender to insure the ultimate payment of any fine, penalty, interest or cost and for so long as (a) a contest to prevent any sale or forfeiture of the legalityaffected portion of the Mortgaged Property by reason of such non-payment or non-compliance, validity or applicability to (g) if such contest be finally resolved against the Improvements or the Site Lender or any member of the Borrowing Group, the Borrower shall promptly pay (or cause to be paid) the amount required to be paid, together with all interest therein ofand penalties accrued thereon and, if applicable, the Borrower, shall comply with and shall cause any Lessee and any Manager to comply with the applicable Legal Requirement and (h) no state of facts or circumstance exist which constitutes, or with the operationpassage of time and/or the giving of notice, use or maintenance thereof by the Lessee of (i) any Applicable Lawscould constitute a Loan Default; provided, (ii) any term or condition of, or any revocation or amendment of, or other proceeding relating to, any Governmental Action, or (iii) any Lien or Tax shall be made in good faith, by appropriate proceedings initiated timely and diligently prosecuted, by the Lessee or (b) compliance with such Applicable Laws, Governmental Action, Lien or Tax shall have been excused or exempted by a valid nonconforming use permit, waiver, extension or forbearancehowever, the Lessee provisions of this Section 9 shall not be required construed to comply with such Applicable Laws, Governmental Action, Lien or Tax but only if and so long as any such permit the Borrower to contest shall constitute a Permitted Contest. Lessor will not be required to join in any Permitted Contest pursuant to this Section 9.5 unless a provision the payment of any Applicable Laws requires, or, in other sums payable by the good faith opinion Borrower to the Lender under any of the Lessee, it is helpful to the Lessee that such proceedings be brought by or in the name of the Lessor; and in that event, the Lessor will join in the proceedings or permit them or any part thereof to be brought in its name if and so long as (i) no Event of Default is continuing, (ii) the Lessee has not elected the Return Option, and (iii) the Lessee pays all related out-of-pocket expenses, and the Lessee shall be deemed to have acknowledged and agreed that the Lessor is indemnified therefor pursuant to Section 7.1 of the Participation AgreementLoan Documents.

Permitted Contests. If, to the extent and for so long as ------------------ (a) a contest test, challenge, appeal or proceeding for review of any Applicable Law or any Government Action relating to any portion of the legality, validity Leased Property or applicability to the Improvements or the Site or any interest therein of, or the operation, use operation or maintenance thereof by of any portion of the Lessee of (i) any Applicable Laws, (ii) any term or condition of, or any revocation or amendment of, or other proceeding relating to, any Governmental Action, or (iii) any Lien or Tax Leased Property shall be made prosecuted diligently and in good faith, by faith in appropriate proceedings initiated timely and diligently prosecuted, by the Lessee or (b) compliance with such Applicable Laws, Governmental Action, Lien Law or Tax such Government Action shall have been excused or exempted by a valid nonconforming use permit, waiver, extension or forbearance, the Lessee shall not be required to comply with such Applicable Laws, Governmental Action, Lien Law or Tax such Government Action but only if and so long as any such contest test, challenge, appeal, proceeding or noncompliance shall constitute in the opinion of the Required Certificate Purchasers a Permitted Contest. Lessor will not be required to join in any Permitted Contest proceedings pursuant to this Section 9.5 5.5 unless a provision of any Applicable Laws Law requires, or, in the good ----------- faith opinion of the Lessee, it is helpful to the Lessee Lessee, that such proceedings be brought by or in the name of the Lessor; and in that event, the such event Lessor will join in the proceedings or permit them or any part thereof to be brought in its name if and so long as (i) no Event of Default is continuing, (ii) the Lessee has not elected the Return Option, or Default exists and (iii) the Lessee pays all related out-of-pocket expenses, expenses and indemnifies Lessor and the Lessee shall be deemed Certificate Purchasers to have acknowledged and agreed that the Lessor is indemnified therefor pursuant to Section 7.1 satisfaction of the Participation Agreementrespective Indemnitees.

Permitted Contests. IfExcept to the extent otherwise provided in Section 13.4(b) of the Participation Agreement regarding Impositions and other Taxes, if, to the extent and for so long as (a) a contest test, challenge, appeal or proceeding for review of the legality, validity or applicability to the Improvements or the Site any Applicable Law or any interest therein ofLien, encumbrance, levy, attachment or the operation, use or maintenance thereof encroachment relating to any Property shall be prosecuted diligently and in good faith in appropriate proceedings by the Lessee of (i) any Applicable LawsLessee, (ii) any term or condition of, or any revocation or amendment of, or other proceeding relating to, any Governmental Action, or (iii) any Lien or Tax shall be made in good faith, by appropriate proceedings initiated timely and diligently prosecuted, by the Lessee or (b) compliance with such Applicable Laws, Governmental Action, Lien or Tax Law shall have been excused or exempted by a valid nonconforming use use, variance permit, waiver, extension or forbearance, the Lessee shall not be required to comply with such Applicable LawsLaw or remove or discharge such Lien, Governmental Actionencumbrance, Lien levy, attachment or Tax encroachment but only if and so long as any such contest test, challenge, appeal, proceeding, waiver, extension, forbearance or noncompliance shall constitute not (in the reasonable opinion of the Lessor) involve (A) any risk of criminal liability being imposed on the Lessor, any Investor or the Arranger for failure to comply therewith or (B) any material risk of (1) foreclosure, forfeiture or loss of any Property, or any material part thereof, or (2) the nonpayment of Rent or (C) any substantial risk of (1) the creation of any Lien (other than a Permitted ContestProperty Lien) on any part of any Property, (2) civil liability being imposed on the Lessor, any Investor, the Arranger or any Property unless, in the case of any risk of such civil liability being imposed on a Property, the Lessee shall have otherwise bonded or secured such amounts in a manner satisfactory to the Lessor, or (3) enjoinment of, or interference with, the use, possession or disposition of any Property in any material respect. The Lessor will shall not be required to join in any Permitted Contest proceedings pursuant to this Section 9.5 12.1 unless a provision of any Applicable Laws requires, Law requires or, in the good faith opinion of the Lessee, it is helpful to advisable for the Lessee prosecution of such contest, that such proceedings be brought by or in the name of the Lessorsuch party; and in that event, event the Lessor will join in the proceedings or permit them or any part thereof to be brought in its name if and so long as (i) no Event of Lease Default is shall have occurred and be continuing, (ii) the Lessee has not elected the Return Option, and (iiiii) the Lessee pays all related out-of-pocket expenses, expenses and the Lessee shall be deemed to have acknowledged and agreed that indemnifies the Lessor is indemnified therefor pursuant with respect to Section 7.1 of the Participation Agreementsuch proceedings.

Permitted Contests. IfTenant, on its own and in its own name or, if Tenant is unable to conduct such contest in its own name, then with Landlord’s prior consent (which shall not be unreasonably withheld or delayed), on Landlord’s behalf (or in Landlord’s name), but in all events at Tenant’s expense, may contest, by appropriate legal proceedings, conducted in good faith and with due diligence, the extent and for so long as (a) a contest of the legalityamount, validity or applicability to the Improvements application, in whole or the Site in part, of any delinquent trade payable not otherwise permitted under Section 8.1.5 or any interest therein ofImposition or any lien, attachment, levy, encumbrance, charge or claim not otherwise permitted by Section 12, or any order referred to in the operation, use or maintenance thereof by the Lessee first sentence of Section 36.2 provided that (i) any Applicable Lawsin the case of an unpaid Imposition, lien, attachment, levy, encumbrance, charge, or claim, the commencement and continuation of such proceedings shall suspend the collection thereof from Landlord and from the applicable Leased Property, and in the case of an order referred to in the first sentence of Section 36.2, enforcement of such order shall be suspended, (ii) neither the applicable Leased Property nor any term Rent therefrom nor any part thereof or condition ofinterest therein would be reasonably likely to be in danger of being sold, forfeited, attached or any revocation or amendment oflost, or other proceeding relating to, any Governmental Action, or (iii) Tenant shall indemnify and hold harmless Landlord and the Landlord Indemnified Parties from and against any Lien Losses incurred by Landlord or Tax shall be made the Landlord Indemnified Parties in good faith, by appropriate proceedings initiated timely and diligently prosecuted, by the Lessee or (b) compliance connection with such Applicable Laws, Governmental Action, Lien or Tax shall have been excused or exempted by a valid nonconforming use permit, waiver, extension or forbearance, the Lessee shall not be required to comply with such Applicable Laws, Governmental Action, Lien or Tax but only if and so long as any such contest shall constitute or as a Permitted Contest. Lessor will not be required to join result thereof, (iv) if the amount being disputed, in any Permitted Contest aggregate with all other amounts being disputed pursuant to this Section 9.5 unless 13, exceeds $175,000, Tenant shall provide such security as may be reasonably requested by Landlord or a provision Facility Mortgagee to insure ultimate payment of, or compliance with, the same and to prevent any sale or forfeiture of the affected Leased Property or the Rent by reason of such non-payment or non-compliance; provided, however, the provisions of this Section 13 shall not be construed to permit Tenant to contest the payment of Rent or any Applicable Laws requiresother sums payable by Tenant to Landlord hereunder, or, (v) in the good faith opinion case of the Lessee, it is helpful to the Lessee that such proceedings be brought by or in the name contest of the Lessor; and in that eventan Insurance Requirement, the Lessor will join in the proceedings or permit them or any part thereof to coverage required by Section 14 shall be brought in its name if and so long as (i) no Event of Default is continuing, (ii) the Lessee has not elected the Return Optionmaintained, and (iiivi) if such contest is resolved against Landlord or Tenant, Tenant shall, as Additional Rent due hereunder, pay to the Lessee pays appropriate payee the amount required to be paid, together with all related out-of-pocket expensesinterest and penalties accrued thereon, within 10 Business Days after such determination (or within such shorter period as may be required by the terms of any applicable court order, settlement agreement or other determination), and otherwise comply therewith, within any cure period allowed therefor by the Lessee applicable agency or authority (or if no such cure period shall be deemed allowed or specified by the applicable agency or authority, promptly and diligently following the effective date of such determination); provided, however, that this clause (vi) is not intended, and shall not be construed, to have acknowledged afford Tenant any cure or grace period beyond the effective date of any final unappealable determination. Landlord, at Tenant’s expense, shall execute and agreed that the Lessor is indemnified therefor pursuant deliver to Section 7.1 Tenant such authorizations and other documents as may reasonably be required in any such contest if necessary to conduct such contest, and, if reasonably requested by Tenant (and necessary to conduct such contest) or if Landlord so desires, shall join as a party therein. The terms of the Participation Agreement.this

Permitted Contests. IfAfter obtaining prior written approval from Lessor, not to be unreasonably withheld, conditioned or delayed, Lessee, at Lessee’s expense, after two (2) Business Days’ notice to Lessor, 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 Imposition, Legal Requirement, Insurance Requirement, lien, attachment, levy, encumbrance, charge or claim not otherwise permitted by Article XI, provided that (a) in the case of an unpaid Imposition, lien, attachment, levy, encumbrance, charge or claim, the commencement and continuation of such proceedings shall suspend the collection thereof from Lessor and from the Leased Property (or if not so suspended, clause (b) shall be true); (b) neither the Leased Property nor any Rent therefrom nor any part thereof or interest therein would, as determined in Lessor’s reasonable discretion, be in any immediate danger of being sold, forfeited, attached or lost; (c) in the case of a Legal Requirement, Lessor would not be in any immediate danger of civil or criminal liability for failure to comply therewith pending the outcome of such proceedings; (d) in the event that any such contest shall involve a sum of money or potential loss in excess of Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00), then, in any such event, the applicable Facility Lessee shall deliver to Lessor a certification from a duly authorized officer of the applicable Facility Lessee regarding the matters set forth in clauses (a), (b) and (c), to the extent and for so long applicable (it being understood if the relevant amount involved in such contest (or the potential loss) is less than such amount, no such certification is required); (e) in the case of a Legal Requirement and/or an Imposition, lien, encumbrance or charge, Lessee shall give such reasonable security as (a) a contest may be demanded by Lessor to insure ultimate payment of the legality, validity same and to prevent any sale or applicability to forfeiture of the Improvements affected portion of the Leased Property or the Site Rent by reason of such non-payment or any interest therein ofnon-compliance; provided, or the operation, use or maintenance thereof by the Lessee of (i) any Applicable Laws, (ii) any term or condition of, or any revocation or amendment of, or other proceeding relating to, any Governmental Action, or (iii) any Lien or Tax shall be made in good faith, by appropriate proceedings initiated timely and diligently prosecuted, by the Lessee or (b) compliance with such Applicable Laws, Governmental Action, Lien or Tax shall have been excused or exempted by a valid nonconforming use permit, waiver, extension or forbearancehowever, the Lessee provisions of this Article XII shall not be construed to permit Lessee to contest the payment of Rent (except as to contests concerning the method of computation or the basis of levy of any Imposition or the basis for the assertion of any other claim) or any other sums payable by Lessee to Lessor hereunder; (f) in the case of an Insurance Requirement, the coverage required by Article XIII shall be maintained; and (g) if such contest be finally resolved against Lessor or Lessee, Lessee shall, as Additional Charges due hereunder, promptly pay the amount required to be paid, together with all interest and penalties accrued thereon, or comply with such Applicable Laws, Governmental Action, Lien the applicable Legal Requirement or Tax but only if and so long as any such contest shall constitute a Permitted Contest. Lessor will not be required to join in any Permitted Contest pursuant to this Section 9.5 unless a provision of any Applicable Laws requires, or, in the good faith opinion of the Lessee, it is helpful to the Lessee that such proceedings be brought by or in the name of the Lessor; and in that event, the Lessor will join in the proceedings or permit them or any part thereof to be brought in its name if and so long as (i) no Event of Default is continuing, (ii) the Lessee has not elected the Return Option, and (iii) the Lessee pays all related out-of-pocket expenses, and the Lessee shall be deemed to have acknowledged and agreed that the Lessor is indemnified therefor pursuant to Section 7.1 of the Participation Agreement.Insurance

Permitted Contests. IfNotwithstanding any other provision of this Lease, to the extent and for so long as (a) a contest of the legality, validity or applicability to the Improvements or the Site or any interest therein of, or the operation, use or maintenance thereof by the Lessee of (i) any Applicable Laws, (ii) any term or condition of, or any revocation or amendment of, or other proceeding relating to, any Governmental Action, or (iii) any Lien or Tax shall be made in good faith, by appropriate proceedings initiated timely and diligently prosecuted, by the Lessee or (b) compliance with such Applicable Laws, Governmental Action, Lien or Tax shall have been excused or exempted by a valid nonconforming use permit, waiver, extension or forbearance, the Lessee Tenant shall not be required to comply (a) pay any Imposition, (b) discharge or remove any lien referred to in Paragraph 11 or 13 or (d) take any action with respect to any encroachment, violation, hindrance, obstruction or impairment referred to in Paragraph 12(b) (such Applicable Lawsnon-compliance with the terms hereof being hereinafter referred to collectively as "Permitted Violations") and may dispute or contest the same, Governmental Action, Lien or Tax but only if so long as at the time of such contest no Event of Default exists and so long as any such contest Tenant shall constitute a Permitted Contest. Lessor will not be required to join in any Permitted Contest pursuant to this Section 9.5 unless a provision of any Applicable Laws requires, orcontest, in good faith, the good faith opinion existence, amount or validity thereof, the amount of the Lesseedamages caused thereby, it is helpful to or the Lessee that such extent of its or Landlord's liability therefor by appropriate proceedings be brought by or in which shall operate during the name of the Lessor; and in that event, the Lessor will join in the proceedings or permit them or any part pendency thereof to be brought in its name if and so long as prevent or stay (i) no Event of Default is continuingthe collection of, or other realization upon, the Permitted Violation so contested, (ii) the Lessee has not elected sale, forfeiture or loss of any of the Return OptionLeased Premises or any Rent to satisfy or to pay any damages caused by any Permitted Violation, and (iii) any interference with the Lessee pays 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 related out-of-pocket expensesCosts, interest and penalties that may be incurred or become due in connection therewith. While any proceedings which comply with the requirements of this Paragraph 14 are pending and the required security is held by Landlord, Landlord shall not have the right to correct any Permitted Violation thereby being contested unless Landlord is required by law to correct such Permitted Violation and Tenant's contest does not prevent or stay such requirement as to Landlord. Each such contest shall be promptly and diligently prosecuted by Tenant to a final conclusion, except that Tenant, so long as the 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 Lessee performance of which shall be deemed ordered or decreed as a result thereof. No such contest shall subject Landlord to have acknowledged and agreed that the Lessor is indemnified therefor pursuant to Section 7.1 risk of the Participation Agreementany civil or criminal liability.

Permitted Contests. If(i) Lessee, at its expense, may contest, by appropriate legal proceedings conducted in good faith and with due diligence, any Legal Requirement with which Lessee is required to the extent and for so long as (acomply pursuant to Section 5.02(b) a contest of the legality, validity or applicability to the Improvements or the Site or any interest therein ofEnvironmental Law under Section 5.06, or the operationamount or validity or application, use in whole or maintenance thereof in part, of any tax, assessment or charge which Lessee is obligated to pay or any lien, encumbrance or charge not permitted by the Sections 2.01, 2.02, 5.02(a), 5.03 and 6.02, provided that unless Lessee of has already paid such tax, assessment or charge (i) any Applicable Lawsthe commencement of such proceedings shall suspend the enforcement or collection thereof against or from Lessor and against or from the Premises, (ii) neither the Premises nor any term rent therefrom nor any part thereof or condition ofinterest therein would be in any danger of being sold, forfeited, attached or any revocation or amendment oflost, or other proceeding relating to, any Governmental Action, or (iii) any Lien or Tax shall be made in good faith, by appropriate proceedings initiated timely and diligently prosecuted, by the Lessee or (b) compliance with such Applicable Laws, Governmental Action, Lien or Tax shall have been excused 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 exempted by a valid nonconforming use permitexpense of any kind that may be imposed upon Lessor in connection with any such contest and any loss resulting therefrom. Notwithstanding any other provision of this Lease to the contrary, waiver, extension or forbearance, the Lessee shall not be required in default hereunder in respect to the compliance with any Legal Requirement with which Lessee is obligated to comply with such Applicable Lawspursuant to Section 5.02(b), Governmental Actionany Environmental Law under Section 5.06, Lien or Tax but only if in respect to the payment of any tax, assessment or charge which Lessee is obligated to pay or any lien, encumbrance or charge not permitted by Section 2.01, 2.02, 5.02(a), 5.03 and 6.02 which Lessee is in good faith contesting. (ii) Without limiting the provisions of Section 5.05(a), so long as any such contest shall constitute a Permitted Contest. Lessor will not be required to join in any Permitted Contest pursuant to this Section 9.5 unless a provision of any Applicable Laws requires, or, in the good faith opinion of the Lessee, it is helpful to the Lessee that such proceedings be brought by or in the name of the Lessor; and in that event, the Lessor will join in the proceedings or permit them or any part thereof to be brought in its name if and so long as (i) no Lease Event of Default is continuing, (ii) the Lessee has not elected the Return Option, and (iii) the Lessee pays all related out-of-pocket expenses, exists and the conditions set forth in Section 5.05(a) are satisfied, Lessor hereby irrevocably appoints Lessee as Lessor’s attorney-in-fact solely for the purpose of prosecuting a contest of any tax, assessment or charge which Lessee is obligated to pay. Such appointment is coupled with an interest. Notwithstanding the foregoing appointment, if Lessee determines it to be preferable in prosecution of a contest of a tax, assessment or charge, upon Lessee’s prior request, Lessor shall execute the real estate tax complaint and/or other documents reasonably needed by Lessee to prosecute the complaint as to such tax, assessment or charge and return same to Lessee within ten (10) days. In such event, Lessee shall be deemed to have acknowledged pay all of Lessor’s costs and agreed that the Lessor is indemnified therefor pursuant to Section 7.1 expenses in connection therewith, including, without limitation, reasonable attorneys’ fees and Lessee shall arrange for preparation of the Participation Agreementsuch documentation at Lessee’s sole cost and expense.

Permitted Contests. If16.1. Permitted contests in Respect of applicable Law. Subject to the terms ----------------------------------------------- of the Loan Documents, if, to the extent and for so long as (a) a contest test, challenge, appeal or proceeding for review of the legality, validity or applicability any Applicable Law relating to the Improvements or the Site or any interest therein of, or the operation, use or maintenance thereof by the Lessee of (i) any Applicable Laws, (ii) any term or condition of, or any revocation or amendment of, or other proceeding relating to, any Governmental Action, or (iii) any Lien or Tax Property shall be made prosecuted diligently and in good faith, by faith in appropriate proceedings initiated timely and diligently prosecuted, by the Lessee or (b) compliance with such Applicable Laws, Governmental Action, Lien or Tax Law shall have been excused or exempted by a valid nonconforming use use, variance permit, waiver, extension or forbearance, the Lessee shall not be required to comply with such Applicable Laws, Governmental Action, Lien or Tax Law but only if and so long as any such contest test, challenge, appeal, proceeding, waiver, extension, forbearance or noncompliance shall constitute not, in the reasonable opinion of the Lessor, involve (A) any risk of criminal liability being imposed on the Lessor or the Property, or (B) any risk of (1) foreclosure, forfeiture or loss of the Property, or any Material part thereof, or (2) the nonpayment of Rent or (C) any substantial danger of (1) the sale of, or the creation of any Lien (other than a Permitted ContestLien) on, any part of the Property, (2) civil liability being imposed on the Lessor, or the Property, or (3) enjoinment of, or interference with, the use, possession or disposition of the Property in any Material respect. The Lessor will not be required to join in any Permitted Contest proceedings pursuant to this Section 9.5 16.1 unless a provision of any Applicable Laws requires, or, in the good faith opinion of the Lessee, it is helpful to the Lessee Law requires that such ------------ proceedings be brought by or in the name of the Lessor; and in that event, event the Lessor will join in the proceedings or permit them or any part thereof to be brought in its name if and so long as (i) no Event of Default has occurred and is continuing, continuing and (ii) the Lessee has not elected the Return Option, and (iii) the Lessee pays all related out-of-pocket expenses, expenses and the Lessee shall be deemed to have acknowledged and agreed that indemnifies the Lessor is indemnified therefor pursuant to Section 7.1 of the Participation Agreementits reasonable satisfaction.

Permitted Contests. If, to the extent and for so long as (a) a contest test, challenge, appeal or proceeding for review of the legality, validity or applicability any Applicable Law relating to the Improvements Property or the Site or any interest therein of, or the operation, use or maintenance thereof for removal of a Lien shall be prosecuted diligently and in good faith in appropriate proceedings by the Lessee, and, with respect to Liens, Lessee of (i) any Applicable Lawsshall have posted reasonable collateral therefor if requested by Agent Lessor, (ii) any term or condition of, or any revocation or amendment of, or other proceeding relating to, any Governmental Action, or (iii) any Lien or Tax shall be made in good faith, by appropriate proceedings initiated timely and diligently prosecuted, by the Lessee or (b) compliance with such Applicable Laws, Governmental Action, Lien or Tax Law shall have been excused or exempted by a valid nonconforming use use, variance permit, waiver, extension or forbearance, the Lessee shall not be required to comply with such Applicable LawsLaw or remove such Lien, Governmental Action, Lien or Tax but only if and so long as any such contest test, challenge, appeal, proceeding, waiver, extension, forbearance or noncompliance shall constitute not, in the reasonable opinion of the Agent Lessor and the Administrative Agent, involve (A) any risk of criminal liability being imposed on any Lessor or any Lender or (B) any risk of (1) foreclosure, forfeiture or loss of the Property, or any material part thereof, or (2) the nonpayment of Rent or (C) any substantial risk of (1) the sale of, or the creation of, any Lien (other than a Permitted ContestProperty Lien or contested Lien) on any part of the Property, (2) civil liability being imposed on any Lender, any Lessor, or the Property, or (3) enjoinment of, or interference with, the use, possession or disposition of the Property in any material respect. Neither the Agent Lessor nor any Lessor will not be required to join in any Permitted Contest proceedings pursuant to this Section 9.5 12.1 unless a provision of any Applicable Laws requires, Law requires or, in the good faith opinion of the Lessee, it is helpful to advisable for the Lessee prosecution of such contest, that such proceedings be brought by or in the name of the Lessorsuch party; and in that event, the Lessor event such party will join in the proceedings or permit them or any part thereof to be brought in its name if and so long as (i) no Event of Default is continuing, (ii) the Lessee has not elected the Return Remarketing Option, and (iiiii) the Lessee pays all related out-of-pocket expenses, expenses and the Lessee shall be deemed indemnifies such party with respect to have acknowledged and agreed that the Lessor is indemnified therefor pursuant to Section 7.1 of the Participation Agreementsuch proceedings.

Permitted Contests. If, to the extent and for so long as (a) ------------------ a contest test, challenge, appeal or proceeding for review of the legality, validity any Applicable Laws and Regulations or applicability any Governmental Action relating to the Improvements or the Site or any interest therein of, or to the operation, use operation or maintenance thereof by the Lessee of (i) any Applicable Laws, (ii) any term or condition of, or any revocation or amendment of, or other proceeding relating to, any Governmental Action, or (iii) any Lien or Tax Facility shall be made prosecuted diligently and in good faith, by faith in appropriate proceedings initiated timely and diligently prosecuted, by the Lessee or (b) compliance with such Applicable Laws, Laws and Regulations or such Governmental Action, Lien or Tax Action shall have been excused or exempted by a valid nonconforming use permit, waiver, extension or forbearance, the Lessee shall not be required to comply with such Applicable LawsLaws and Regulations or such Governmental Action but, Governmental Action, Lien or Tax but only if and so long as any such contest test, challenge, appeal, proceeding or noncompliance shall constitute not, in the reasonable opinion of Lessor and Agent, involve (a) any meaningful risk of (1) foreclosure, forfeiture or loss of any part of the Site, (2) criminal liability being imposed on Lessor, Agent, any Participant or the Site or (3) the nonpayment of Rent or (b) any substantial danger of (1) the sale of, or the creation of any Lien (other than a Permitted ContestLien) on, any part of the Site, (2) material civil liability being imposed on Lessor, Agent, any Participant or the Site, (3) the extension of the ultimate imposition of such Applicable Laws and Regulations or such Governmental Action beyond the last day of the Lease Term, or (4) enjoinment of, or interference with, the use, possession or disposition of the Site in any material respect. Lessee shall provide Lessor and Agent with notice of any contest of the type described in clause (a) above in detail sufficient to enable Lessor to ascertain whether such contest may have an effect of the type described in clauses (a) and (b) above. Lessor will not be required to join in any Permitted Contest proceedings pursuant to this Section 9.5 Section, unless a provision of any Applicable Laws and Regulations requires, or, in the good faith opinion of the Lessee, it is helpful to the Lessee that such proceedings be brought by or in the name of the LessorLessor and Lessor in good faith believes that it will not incur liability as a result; and in that event, the event Lessor will join in the proceedings or permit them or any part thereof to be brought in its name if and so long as (i) no Lease Default or Lease Event of Default is continuing, (ii) the Lessee has not elected the Return Option, continuing and (iii) the Lessee pays all related out-of-pocket expenses, and the Lessee shall be deemed to have acknowledged and agreed that the Lessor is indemnified therefor pursuant to Section 7.1 of the Participation Agreement.

Permitted Contests. IfNotwithstanding any other provision of this Lease, to the extent and for so long as (a) a contest of the legality, validity or applicability to the Improvements or the Site or any interest therein of, or the operation, use or maintenance thereof by the Lessee of (i) any Applicable Laws, (ii) any term or condition of, or any revocation or amendment of, or other proceeding relating to, any Governmental Action, or (iii) any Lien or Tax shall be made in good faith, by appropriate proceedings initiated timely and diligently prosecuted, by the Lessee or (b) compliance with such Applicable Laws, Governmental Action, Lien or Tax shall have been excused or exempted by a valid nonconforming use permit, waiver, extension or forbearance, the Lessee Tenant shall not be required to comply (a) pay any Imposition, (b) discharge or remove any lien referred to in Paragraph 11 or 13 or (c) take any action with respect to any encroachment, violation, hindrance, obstruction or impairment referred to in Paragraph 12(d) (such Applicable Lawsnon-compliance with the terms hereof being hereinafter referred to collectively as “Permitted Violations”) and may dispute or contest the same, Governmental Action, Lien or Tax but only if so long as at the time of such non-compliance no Event of Default exists and so long as any such contest Tenant shall constitute a Permitted Contest. Lessor will not be required to join in any Permitted Contest pursuant to this Section 9.5 unless a provision of any Applicable Laws requires, orcontest, in good faith, the good faith opinion existence, amount or validity thereof, the amount of the Lesseedamages caused thereby, it is helpful to or the Lessee that such extent of its or Landlord’s liability therefor by appropriate proceedings be brought by or in which shall operate during the name of the Lessor; and in that event, the Lessor will join in the proceedings or permit them or any part pendency thereof to be brought in its name if and so long as prevent or stay (i) no Event of Default is continuingthe collection of, or other realization upon, the Permitted Violation so contested, (ii) the Lessee has not elected sale, forfeiture or loss of the Return OptionLeased Premises or any Rent to satisfy or to pay any damages caused by any Permitted Violation, and (iii) any interference with the Lessee pays use or occupancy 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 related out-of-pocket expensesCosts, interest and penalties that may be incurred or become due in connection therewith. While any proceedings which comply with the requirements of this Paragraph 14 are pending and the required security is held by Landlord, Landlord shall not have the right to correct any Permitted Violation thereby being contested unless Landlord is required by Law to correct such Permitted Violation and Tenant’s contest does not prevent or stay such requirement as to Landlord. Each such contest shall be promptly and diligently prosecuted by Tenant to a final conclusion, except that Tenant, so long as the 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 Lessee performance of which shall be deemed ordered or decreed as a result thereof. No such contest shall subject Landlord to have acknowledged and agreed that the Lessor is indemnified therefor pursuant to Section 7.1 risk of the Participation Agreementany civil or criminal liability.

Permitted Contests. If, to the extent and for so long as (a) a contest test, challenge, appeal or proceeding for review of the legality, validity or applicability to the Improvements or the Site any Applicable Law or any interest therein ofLien, encumbrance, levy, attachment or the operation, use or maintenance thereof encroachment relating to any Property shall be prosecuted diligently and in good faith in appropriate proceedings by the Lessee of (i) any Applicable LawsLessee, (ii) any term or condition of, or any revocation or amendment of, or other proceeding relating to, any Governmental Action, or (iii) any Lien or Tax shall be made in good faith, by appropriate proceedings initiated timely and diligently prosecuted, by the Lessee or (b) compliance with such Applicable Laws, Governmental Action, Lien or Tax Law shall have been excused or exempted by a valid nonconforming use use, variance permit, waiver, extension or forbearance, the Lessee shall not be required to comply with such Applicable LawsLaw or remove or discharge any Lien, Governmental Actionencumbrance, Lien levy, attachment or Tax encroachment but only if and so long as any such contest test, challenge, appeal, proceeding, waiver, extension, forbearance or noncompliance shall constitute not, in the reasonable opinion of the Lessor and the Administrative Agent, involve (A) any risk of criminal liability being imposed on Lessor or any Purchaser or (B) any risk of (1) foreclosure, forfeiture or loss of any Property, or any material part thereof, or (2) the nonpayment of Rent or (C) any substantial risk of (1) the sale of, or the creation of, any Lien (other than a Permitted ContestProperty Lien) on any part of any Property, (2) civil liability being imposed on Lessor, any Purchaser, or any Property unless the Lessee shall have otherwise bonded or secured such amounts in a manner satisfactory to the Lessor or the applicable Purchaser(s), as the case may be, or (3) enjoinment of, or interference with, the use, possession or disposition of any Property in any material respect. The Lessor will not be required to join in any Permitted Contest proceedings pursuant to this Section 9.5 12.1 unless a provision of any Applicable Laws requires, Law requires or, in the good faith opinion of the Lessee, it is helpful to advisable for the Lessee prosecution of such contest, that such proceedings be brought by or in the name of the Lessorsuch party; and in that event, the Lessor event such party will join in the proceedings or permit them or any part thereof to be brought in its name if and so long as (i) no Event of Default is continuing, (ii) the Lessee has not elected the Return Remarketing Option, and (iiiii) the Lessee pays all related out-of-pocket expensesexpenses and indemnities of such party with respect to such proceedings. Tandem Health Care of Ohio, and the Lessee shall be deemed to have acknowledged and agreed that the Lessor is indemnified therefor pursuant to Section 7.1 of the Participation Agreement.Inc. Master Lease