Premises or do or authorize anything to
be done or kept on the Premises in any manner that: (i) violates this Lease, any
Legal Requirements; (ii) causes or is likely to cause damage to the Premises or
any equipment, facilities or other systems located therein; (iii) invalidates,
reduces or impairs the coverage of any property insurance maintained in force in
respect of the Premises; or (iv) violates any provision of the Permitted
Exceptions or the Building Rules.
Except as permitted in Section 5.3, Tenant
shall not use or allow another person or entity to use any part of the Premises
for the storage, use, treatment, manufacture, release, discharge, generation,
disposal or sale of any Hazardous Material.
5.2.2
TENANT, AT TENANT'S EXPENSE, SHALL COMPLY WITH, AND TENANT SHALL
CAUSE ITS EMPLOYEES, AGENTS, CONTRACTORS, SUBLESSEES AND LICENSEES TO COMPLY
WITH (A) ALL LAWS, ORDINANCES, ORDERS, RULES, REGULATIONS AND OTHER REQUIREMENTS
OF GOVERNMENTAL AUTHORITY WHICH IMPOSE ANY DUTY, RESTRICTION OR PROHIBITION WITH
RESPECT TO OR OTHERWISE RELATE TO THE USE, CONDITION, OCCUPANCY, MAINTENANCE OR
ALTERATION OF THE PREMISES, WHETHER NOW IN FORCE OR HEREAFTER ENACTED, AND (B)
ALL RULES AND REGULATIONS REASONABLY ADOPTED AND ALTERED BY LANDLORD FROM TIME
TO TIME FOR THE USE, CARE AND CLEANLINESS OF THE BUILDING AND FOR PRESERVATION
OF GOOD ORDER THEREIN (THE "BUILDING RULES"), WHICH BUILDING RULES WILL BE SENT
BY LANDLORD TO TENANT IN WRITING AND SHALL BE THEREAFTER CARRIED OUT AND
OBSERVED BY TENANT, ITS EMPLOYEES, AGENTS, CONTRACTORS, SUBLESSEES AND
LICENSEES.
NOTWITHSTANDING ANYTHING IN THIS LEASE TO THE CONTRARY, LANDLORD
SHALL NOT IMPOSE AND TENANT SHALL NOT BE OBLIGATED TO ABIDE BY, ANY BUILDING
RULES THAT WOULD DIMINISH TENANT'S RIGHTS, BENEFITS OR SERVICES HEREUNDER (OTHER
THAN TO A DE MINIMIS DEGREE) OR INCREASE TENANT'S COSTS OR EXPENSES HEREUNDER IN
ANY SIGNIFICANT RESPECT (OTHER THAN TO A DE MINIMIS DEGREE).
5.2.3
NOTWITHSTANDING ANYTHING IN THIS LEASE TO THE CONTRARY, BUT SUBJECT
TO
COMPLIANCE BY TENANT OF THE PROVISIONS OF THIS SECTION 5.2.3, TENANT NEED
NOT COMPLY WITH ANY LEGAL REQUIREMENTS IF TENANT IS CONTESTING THE VALIDITY
THEREOF OR THE APPLICABILITY THEREOF IN ACCORDANCE WITH THE REMAINDER OF THIS
PARAGRAPH.
TENANT, AT ITS EXPENSE, AFTER NOTICE TO LANDLORD, MAY CONTEST BY
APPROPRIATE PROCEEDINGS PROSECUTED DILIGENTLY AND IN GOOD FAITH, THE VALIDITY OR
APPLICABILITY OF ANY LAWS WITH WHICH TENANT IS RESPONSIBLE FOR COMPLIANCE
HEREUNDER, PROVIDED THAT (I) THE CONDITION WHICH IS THE SUBJECT OF SUCH CONTEST
DOES NOT POSE A DANGER TO PERSONS OR PROPERTY, (II) THE CERTIFICATE OF OCCUPANCY
OR OTHER OCCUPANCY PERMIT FOR THE PREMISES IS NEITHER SUBJECT TO BEING SUSPENDED
NOR THREATENED TO BE SUSPENDED BY REASON OF NON-COMPLIANCE OR OTHERWISE BY
REASON OF SUCH CONTEST, (III) LANDLORD IS NOT SUBJECT TO ANY CRIMINAL OR CIVIL
PENALTY OR TO PROSECUTION FOR A CRIME BY REASON OF TENANT'S NON-COMPLIANCE OR
OTHERWISE BY REASON OF SUCH CONTEST, (IV) TENANT CONTINUES TO PAY BASE RENT AND
ADDITIONAL RENT AS PROVIDED HEREIN AND NO LEASE EVENT OF DEFAULT SHALL EXIST,
(V) THE CONTEST DOES NOT INTERFERE WITH THE