OR PAID BY, LESSOR, LESSEE SHALL DO ALL THINGS REQUIRED TO BE DONE BY
LESSOR (TO THE EXTENT PERMITTED BY LAW) IN CONNECTION THEREWITH AND IS HEREBY
AUTHORIZED BY LESSOR TO ACT ON BEHALF OF LESSOR IN ALL RESPECTS IN RELATION
THERETO, INCLUDING THE CONTEST OR PROTEST, IN GOOD FAITH AND BY APPROPRIATE
PROCEEDINGS, OF THE VALIDITY OF ANY IMPOSITION, OR THE AMOUNT THEREOF; PROVIDED,
HOWEVER, THAT LESSOR HEREBY UNCONDITIONALLY RESERVES THE RIGHT TO REVOKE SUCH
AUTHORIZATION AND SUCH REVOCATION SHALL NOT AFFECT LESSEE'S INDEMNITY OR OTHER
OBLIGATIONS UNDER THIS LEASE AGREEMENT, INCLUDING, WITHOUT LIMITATION, THIS
SECTION 14 AND SECTION 18 HEREOF.
LESSOR AGREES FULLY TO COOPERATE WITH LESSEE
IN ANY SUCH CONTEST, AND LESSEE AGREES PROMPTLY TO INDEMNIFY LESSOR FOR ALL
REASONABLE EXPENSES INCURRED BY LESSOR IN THE COURSE OF SUCH COOPERATION.
AN
IMPOSITION OR CLAIM THEREFOR SHALL BE PAID BY LESSEE, SUBJECT TO REFUND
PROCEEDINGS, IF FAILURE TO PAY WOULD ADVERSELY AFFECT THE TITLE OR RIGHTS OF
LESSOR IN THE EQUIPMENT OR OTHERWISE HEREUNDER.
PROVIDED THAT NO DEFAULT OR
EVENT OF DEFAULT HAS OCCURRED AND IS THEN CONTINUING, IF LESSOR OBTAINS A REFUND
OF ANY IMPOSITION THAT HAS BEEN PAID (BY LESSEE, OR BY LESSOR AND FOR WHICH
LESSOR HAS BEEN FULLY REIMBURSED BY LESSEE), LESSOR SHALL PROMPTLY PAY TO LESSEE
THE AMOUNT OF SUCH REFUND ACTUALLY RECEIVED NET OF ANY APPLICABLE TAXES.
LESSEE
SHALL CAUSE ALL BILLINGS OF SUCH CHARGES TO LESSOR TO BE MADE TO LESSOR IN CARE
OF LESSEE AND SHALL, IN PREPARING ANY REPORT OR RETURN REQUIRED BY LAW, SHOW THE
OWNERSHIP OF THE EQUIPMENT IN LESSOR, AND SHALL SEND A COPY OF ANY SUCH REPORT
OR RETURN TO LESSOR.
IF LESSEE FAILS TO PAY ANY SUCH CHARGES WHEN DUE, EXCEPT
ANY IMPOSITION BEING CONTESTED IN GOOD FAITH AND BY APPROPRIATE PROCEEDINGS (AS
ABOVE PROVIDED) FOR A REASONABLE PERIOD OF TIME, LESSOR AT ITS OPTION MAY DO SO
PURSUANT TO SECTION 15, IN WHICH EVENT THE AMOUNT SO PAID SHALL BE PAYABLE BY
LESSEE AS SUPPLEMENTAL RENT AS PROVIDED IN SECTION 15.
(C)
THE PROVISIONS OF THIS SECTION 14 SHALL NOT
APPLY TO ANY IMPOSITIONS (I) THAT LESSEE IS CONTESTING IN GOOD FAITH, BY
APPROPRIATE PROCEEDINGS AND AS OTHERWISE PERMITTED PURSUANT TO THE PROVISIONS OF
THIS LEASE AGREEMENT UNTIL THE CONCLUSION OF SUCH CONTEST; EXCEPT THAT LESSEE'S
RIGHT TO CONTEST ANY IMPOSITION IS CONDITIONED UPON THE EXISTENCE OF SUCH
IMPOSITION DURING ANY SUCH CONTEST NOT CAUSING ANY MATERIAL DANGER, AS
DETERMINED BY LESSOR IN ITS REASONABLE DISCRETION, OF THE SALE, FORFEITURE OR
LOSS OF THE EQUIPMENT.
15
15.
LESSEE'S FAILURE TO PAY TAXES, INSURANCE,
ETC.
SHOULD LESSEE FAIL TO PAY ANY IMPOSITION OR MAKE ANY INSURANCE OR OTHER
PAYMENT OR DO ANY ACT REQUIRED TO BE PERFORMED BY LESSEE AS HEREIN PROVIDED,
LESSOR SHALL HAVE THE RIGHT, BUT NOT THE OBLIGATION AND WITHOUT RELEASING LESSEE
FROM ANY OBLIGATION HEREUNDER, TO MAKE OR DO THE SAME, AND TO PAY, PURCHASE,
CONTEST OR COMPROMISE ANY IMPOSITION THAT IN THE JUDGMENT OF LESSOR AFFECTS THE
EQUIPMENT,