TENANT, ON ITS OWN OR ON LANDLORD'S BEHALF (OR
IN LANDLORD'S NAME), BUT AT TENANT'S EXPENSE, MAY CONTEST, BY APPROPRIATE LEGAL
PROCEEDINGS CONDUCTED IN GOOD FAITH AND WITH DUE DILIGENCE, THE AMOUNT OR
VALIDITY OR APPLICATION, IN WHOLE OR IN PART, OF ANY IMPOSITION OR ANY LEGAL
REQUIREMENT OR INSURANCE REQUIREMENT OR ANY LIEN, ATTACHMENT, LEVY, ENCUMBRANCE,
CHARGE OR CLAIM PROVIDED THAT, (A) IN THE CASE OF AN UNPAID
48
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 LEASED PROPERTY, (B) NEITHER THE LEASED
PROPERTY NOR ANY RENT THEREFROM NOR ANY PART THEREOF OR INTEREST THEREIN WOULD
BE IN ANY IMMEDIATE DANGER OF BEING SOLD, FORFEITED, ATTACHED OR LOST, (C) IN
THE CASE OF A LEGAL REQUIREMENT, LANDLORD WOULD NOT BE SUSCEPTIBLE TO POSSIBLE
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 FIVE HUNDRED THOUSAND DOLLARS
($500,000), TENANT SHALL DELIVER TO LANDLORD AND ITS COUNSEL AN OPINION OF
TENANT'S COUNSEL TO THE EFFECT SET FORTH IN CLAUSES (A), (B) AND (C), TO THE
EXTENT APPLICABLE, (E) IN THE CASE OF A LEGAL REQUIREMENT AND/OR AN IMPOSITION,
LIEN, ENCUMBRANCE, OR CHARGE, TENANT SHALL GIVE SUCH REASONABLE SECURITY AS MAY
BE DEMANDED BY LANDLORD TO INSURE ULTIMATE PAYMENT OF THE SAME AND TO PREVENT
ANY SALE OR FORFEITURE OF THE AFFECTED LEASED PROPERTY OR THE RENT BY REASON OF
SUCH NONPAYMENT OR NONCOMPLIANCE; PROVIDED, HOWEVER, THE PROVISIONS OF THIS
SECTION SHALL NOT BE CONSTRUED TO PERMIT TENANT TO CONTEST THE PAYMENT OF RENT
(EXCEPT AS TO CONTESTS CONCERNING THE METHOD OF COMPUTATION OR THE BASIS OF LEVY
OF ANY IMPOSITION) OR ANY OTHER SUMS PAYABLE BY TENANT TO LANDLORD HEREUNDER,
(F) IN THE CASE OF AN INSURANCE REQUIREMENT, THE COVERAGE REQUIRED BY ARTICLE V
SHALL BE MAINTAINED, (G) NO CONTEST MAY EXTEND BEYOND THE EXPIRATION OR EARLIER
TERMINATION OF THIS LEASE AGREEMENT AND (H) IF SUCH CONTEST BE FINALLY RESOLVED
AGAINST TENANT, TENANT, AS ADDITIONAL RENT DUE HEREUNDER, SHALL 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.
LANDLORD, AT TENANT'S EXPENSE, SHALL EXECUTE AND DELIVER TO TENANT
SUCH AUTHORIZATIONS AND OTHER DOCUMENTS AS MAY BE REASONABLY REQUIRED IN ANY
SUCH CONTEST, AND, IF REASONABLY REQUESTED BY TENANT OR IF LANDLORD SO DESIRES,
LANDLORD SHALL JOIN AS A PARTY THEREIN.
TENANT SHALL INDEMNIFY, DEFEND, SAVE
AND HOLD LANDLORD HARMLESS OF, FROM AND AGAINST ANY AND ALL LIABILITY, COST OR
EXPENSE OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, ATTORNEYS' FEES AND
EXPENSES, THAT MAY BE IMPOSED UPON LANDLORD IN CONNECTION WITH ANY SUCH CONTEST
AND ANY LOSS RESULTING THEREFROM.
16.17
CONSTRUCTION OF LEASE.
THIS LEASE AGREEMENT HAS BEEN REVIEWED BY
LANDLORD AND TENANT AND THEIR RESPECTIVE PROFESSIONAL ADVISORS.
LANDLORD,
TENANT,