Common use of Permitted Contests in Respect of Applicable Law Clause in Contracts

Permitted Contests in Respect of Applicable Law. If, to the extent and for so long as (a) a test, challenge, appeal or proceeding for review of any Applicable Law relating to any Leased Asset shall be prosecuted diligently and in good faith in appropriate proceedings by the Lessee or (b) compliance with such Applicable Law shall have been excused or exempted by a valid nonconforming use, variance permit, waiver, extension or forbearance, the Lessee shall not be required to comply with such Applicable Law but only if and so long as any such test, challenge, appeal, proceeding, waiver, extension, forbearance or noncompliance shall not, in the reasonable opinion of the Lessor, involve (A) any risk of criminal liability being imposed on the Lessor, or (B) any material risk of (1) foreclosure, forfeiture or loss of any Leased Asset 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 Lien) on, any part of any Leased Asset, (2) civil liability being imposed on the Lessor, or (3) enjoinment of, or interference with, the use, possession or disposition of any Leased Asset in any material respect. The Lessor will not be required to join in any proceedings pursuant to this Section 16.1 unless a provision of any Applicable Law requires 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 Default or Event of Default has occurred and is continuing, (ii) the Lessee has not elected the Remarketing Option, and (iii) the Lessee pays all related expenses and indemnifies the Lessor to its reasonable satisfaction.

Permitted Contests in Respect of Applicable Law. IfSubject to the terms of the Loan Documents, if, to the extent and for so long as (a) a test, challenge, appeal or proceeding for review of any Applicable Law relating to any Leased Asset the Property shall be prosecuted diligently and in good faith in appropriate proceedings by the Lessee or (b) compliance with such Applicable Law shall have been excused or exempted by a valid nonconforming use, variance variance, permit, waiver, extension or forbearance, the Lessee shall not be required to comply with such Applicable Law but only if and so long as any such test, challenge, appeal, proceeding, waiver, extension, forbearance or noncompliance shall not, in the reasonable opinion of the Lessor, involve (A) any risk of criminal liability being imposed on the LessorLessor or the Property, or (B) any material risk of (1) foreclosure, forfeiture or loss of any Leased Asset the Property, or any material 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 Lien) on, any part of any Leased Assetthe 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 any Leased Asset the Property in any material Material respect. The Lessor will not be required to join in any proceedings pursuant to this Section 16.1 unless a provision of any Applicable Law requires 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 Default or Event of Default has occurred and is continuing, continuing and (ii) the Lessee has not elected the Remarketing Option, and (iii) the Lessee pays all related expenses and indemnifies the Lessor to its reasonable satisfaction.

Permitted Contests in Respect of Applicable Law. IfSubject to the ----------------------------------------------- terms of the Loan Documents, if, to the extent and for so long as (a) a test, challenge, appeal or proceeding for review of any Applicable Law relating to any Leased Asset the Property shall be prosecuted diligently and in good faith in appropriate proceedings by the Lessee or (b) compliance with such Applicable Law shall have been excused or exempted by a valid nonconforming use, variance permit, waiver, extension or forbearance, the Lessee shall not be required to comply with such Applicable Law but only if and so long as any such test, challenge, appeal, proceeding, waiver, extension, forbearance or noncompliance shall not, in the reasonable opinion of the Lessor, involve (A) any risk of criminal liability being imposed on the LessorLessor or the Property, or (B) any material risk of (1) foreclosure, forfeiture or loss of any Leased Asset the Property, or any material 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 Lien) on, any part of any Leased Assetthe 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 any Leased Asset the Property in any material Material respect. The Lessor will not be required to join in any proceedings pursuant to this Section 16.1 unless a provision of any Applicable Law requires 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 Default or Event of Default has occurred and is continuing, continuing and (ii) the Lessee has not elected the Remarketing Option, and (iii) the Lessee pays all related expenses and indemnifies the Lessor to its reasonable satisfaction.

Permitted Contests in Respect of Applicable Law. If, to the extent and for so So long as (a) a testno Event of Default has occurred and is continuing, challengeLessee, appeal on its own or proceeding for review on Lessor Trustee's behalf and in Lessor Trustee's name but at Lessee's sole cost and expense and subject to Section 6 of the Participation Agreement, may contest by appropriate administrative or judicial proceedings conducted in good faith and with due diligence, the amount, validity or application, in whole or in part, of any Applicable Law or third party charges relating to the Equipment, or any Leased Asset shall be prosecuted diligently and in good faith in appropriate proceedings by the Lessee or (b) compliance with such Applicable Law shall have been excused or exempted by a valid nonconforming useLien, variance permit, waiver, extension or forbearance, the Lessee shall not be required to comply with such Applicable Law but only if and so long as any such test, challenge, appeal, proceeding, waiver, extension, forbearance or noncompliance shall notcontest, in the reasonable opinion of the LessorLessor Trustee and the Agent, (a) does not involve (A) any risk of criminal liability being imposed on the LessorLessor Trustee, the Agent or any Certificate Holder or (Bb) does not involve any material risk of (1i) foreclosure, forfeiture or loss of any Leased Asset Item of the Equipment, or any material part thereof, or (2ii) the nonpayment of Rent or Rent, (Cc) does not involve any substantial danger risk of (1i) the sale of, or the creation of of, any Lien (other than a Permitted Lien) on, on any part Item of Equipment or any Leased AssetPart, (2ii) civil liability being imposed on the LessorLessor Trustee, the Agent, any Certificate Holder, or the Equipment, or (3iii) enjoinment of, or interference with, the use, possession or disposition of any Leased Asset the Equipment in any material respect, (d) will suspend the collection and enforcement of contested amounts against the Equipment, the Lessor Trustee, the Agent, and the Certificate Holders and will be concluded before the Lease Term ends, and (e) Lessee has posted any security reasonably requested by the Agent. The None of the Lessor Trustee the Agent and the Certificate Holders will not be required to join in any proceedings pursuant to this Section 16.1 12.1 unless a provision of any Applicable Law requires that such proceedings be brought by or in the name of the Lessorsuch Person; and in that event the Lessor such Person 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 Default or Event of Default has occurred and is continuing, (ii) the Lessee has not elected the Remarketing Option, and (iii) the Lessee pays all related expenses and indemnifies the Lessor such Person with respect to its reasonable satisfactionsuch proceedings.

Permitted Contests in Respect of Applicable Law. If, to the extent ----------------------------------------------- and for so long as (a) a test, challenge, appeal or proceeding for review of any Applicable Law relating to any Leased Asset Property shall be prosecuted diligently and in good faith in appropriate proceedings by the Lessee or (b) compliance with such Applicable Law shall have been excused or exempted by a valid nonconforming use, variance permit, waiver, extension or forbearance, the Lessee shall not be required to comply with such Applicable Law but only if and so long as any such test, challenge, appeal, proceeding, waiver, extension, forbearance or noncompliance shall not, in the reasonable opinion of the Lessor, involve (A) any risk of criminal liability being imposed on the LessorLessor or the Property, or (B) any material risk of (1) foreclosure, forfeiture or loss of any Leased Asset 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 Lien) on, any part of any Leased Assetthe Property, (2) civil liability being imposed on the LessorLessor or the Property, or (3) enjoinment of, or interference with, the use, possession or disposition of any Leased Asset the Property in any material respect. The Lessor will not be required to join in any proceedings pursuant to this Section 16.1 15.1 unless a ------------ provision of any Applicable Law requires 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 Default or Event of Default has occurred and is continuing, continuing and (ii) the Lessee has not elected the Remarketing Option, and (iii) the Lessee pays all related expenses and indemnifies the Lessor to its reasonable satisfaction.

Permitted Contests in Respect of Applicable Law. IfSubject to the terms of the Loan Documents and Mezzanine Loan Documents, if, to the extent and for so long as (a) a test, challenge, appeal or proceeding for review of any Applicable Law relating to any Leased Asset the Property shall be prosecuted diligently and in good faith in appropriate proceedings by the Lessee or (b) compliance with such Applicable Law shall have been excused or exempted by a valid nonconforming use, variance variance, permit, waiver, extension or forbearance, the Lessee shall not be required to comply with such Applicable Law but only if and so long as any such test, challenge, appeal, proceeding, waiver, extension, forbearance or noncompliance shall not, in the reasonable opinion of the Lessor, involve (A) any risk of criminal liability being imposed on the LessorLessor or the Property, or (B) any material risk of (1) foreclosure, forfeiture or loss of any Leased Asset the Property, or any material 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 Lien) on, any part of any Leased Assetthe 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 any Leased Asset the Property in any material Material respect. The Lessor will not be required to join in any proceedings pursuant to this Section 16.1 unless a provision of any Applicable Law requires 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 Default or Event of Default has occurred and is continuing, continuing and (ii) the Lessee has not elected the Remarketing Option, and (iii) the Lessee pays all related expenses and indemnifies the Lessor to its reasonable satisfaction.

Permitted Contests in Respect of Applicable Law. IfSubject to the terms of the Heller Loan Documents, if, to the extent and extxxx xxd for so long as (a) a test, challenge, appeal or proceeding for review of any Applicable Law relating to any Leased Asset the Property shall be prosecuted diligently and in good faith in appropriate proceedings by the Lessee or (b) compliance with such Applicable Law shall have been excused or exempted by a valid nonconforming use, variance variance, permit, waiver, extension or forbearance, the Lessee shall not be required to comply with such Applicable Law but only if and so long as any such test, challenge, appeal, proceeding, waiver, extension, forbearance or noncompliance shall not, in the reasonable opinion of the Lessor, involve (A) any risk of criminal liability being imposed on the LessorLessor or the Property, or (B) any material risk of (1) foreclosure, forfeiture or loss of any Leased Asset the Property, or any material 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 Lien) on, any part of any Leased Assetthe 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 any Leased Asset the Property in any material Material respect. The Lessor will not be required to join in any proceedings pursuant to this Section 16.1 unless a provision of any Applicable Law requires 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 Default or Event of Default has occurred and is continuing, continuing and (ii) the Lessee has not elected the Remarketing Option, and (iii) the Lessee pays all related expenses and indemnifies the Lessor to its reasonable satisfaction.

Permitted Contests in Respect of Applicable Law. If, to the extent and for so long as (a) a test, challenge, appeal or proceeding for review of any Applicable Law relating to any Leased Asset the Property or the obligation to comply therewith shall be prosecuted diligently and in good faith in appropriate proceedings by the Lessee or (b) compliance with such Applicable Law shall have been excused or exempted by a valid nonconforming use, variance permit, waiver, extension or forbearance, the Lessee shall not be required to comply with such Applicable Law but only if and so long as any as, in each case, such test, challenge, appeal, proceeding, waiver, extension, forbearance or noncompliance shall not, in the reasonable opinion of the LessorLessor and the Lenders, involve (A) any risk of criminal liability being imposed on the Lessor, any Lender or the Property or (B) any material significant risk of (1) the foreclosure, forfeiture or loss of any Leased Asset the Property, or any material part thereof, or (2) the nonpayment of Rent or Rent, (C) any substantial danger of (13) the sale of, or the creation of any Lien (other than a Permitted Lien) on, any part of any Leased Assetthe Property, (24) civil liability being imposed on the Lessor, any Lender or the Property for which the Lessee is not obligated to indemnify such parties under the Operative Documents, or (35) enjoinment of, or interference with, the use, possession or disposition of any Leased Asset the Property in any material respect. The Lessor will not be required to join in any proceedings pursuant to this Section 16.1 12.1 unless a provision of any Applicable Law requires that such proceedings be brought by or in the name of the LessorLessor or it is customary in the applicable jurisdiction for the title holder to join in such proceedings; 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 Default or Event of Default has occurred and is continuing, (ii) the Lessee has not elected the Remarketing Option, (ii) no Lease Event of Default shall have occurred and be continuing and (iii) the Lessee pays all related expenses and indemnifies the Lessor and the Lenders to its the reasonable satisfaction.satisfaction of the respective Indemnitees. Master Lease

Permitted Contests in Respect of Applicable Law. If, to the extent and for so long as (a) a test, challenge, appeal or proceeding for review of any Applicable Law relating to any Leased Asset Property shall be prosecuted diligently and in good faith in appropriate proceedings by the Lessee or (b) compliance with such Applicable Law shall have been excused or exempted by a valid nonconforming use, variance permit, waiver, extension or forbearance, the Lessee shall not be required to comply with such Applicable Law but only if and so long as any such test, challenge, appeal, proceeding, waiver, extension, forbearance or noncompliance shall not, in the reasonable opinion of the LessorLessor and the Agent, involve (A) any risk of criminal liability being imposed on the Lessor, Lessor or any Lender or (B) any material risk of (1) foreclosure, forfeiture or loss of such Property, or sale of any Leased Asset 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 Lien) on, any part of any Leased Asset, (2) civil liability being imposed on the Lessor, any Lender, or such Property, or (3) enjoinment of, or interference with, the use, possession or disposition of any Leased Asset such Property in any material respect. The Lessor will not be required to join in any proceedings pursuant to this Section 16.1 12.1 unless a provision of any -15- 17 MASTER LEASE Applicable Law requires 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 Default or Event of Default has occurred and is continuing, (ii) the Lessee has not elected the Remarketing Option, Option and (iiiii) the Lessee pays all related expenses and indemnifies the Lessor and the Participants with respect to its reasonable satisfactionsuch proceedings.

Permitted Contests in Respect of Applicable Law. IfSubject to the terms of the Xxxxxx Loan Documents, if, to the extent and for so long as (a) a test, challenge, appeal or proceeding for review of any Applicable Law relating to any Leased Asset the Property shall be prosecuted diligently and in good faith in appropriate proceedings by the Lessee or (b) compliance with such Applicable Law shall have been excused or exempted by a valid nonconforming use, variance variance, permit, waiver, extension or forbearance, the Lessee shall not be required to comply with such Applicable Law but only if and so long as any such test, challenge, appeal, proceeding, waiver, extension, forbearance or noncompliance shall not, in the reasonable opinion of the Lessor, involve (A) any risk of criminal liability being imposed on the LessorLessor or the Property, or (B) any material risk of (1) foreclosure, forfeiture or loss of any Leased Asset the Property, or any material 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 Lien) on, any part of any Leased Assetthe 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 any Leased Asset the Property in any material Material respect. The Lessor will not be required to join in any proceedings pursuant to this Section 16.1 unless a provision of any Applicable Law requires 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 Default or Event of Default has occurred and is continuing, continuing and (ii) the Lessee has not elected the Remarketing Option, and (iii) the Lessee pays all related expenses and indemnifies the Lessor to its reasonable satisfaction.

Permitted Contests in Respect of Applicable Law. If, to the extent and for so long as (a) a test, challenge, appeal or proceeding for review of any Applicable Law relating to any Leased Asset Property shall be prosecuted diligently and in good faith in appropriate proceedings by the a Lessee or (b) compliance with such Applicable Law shall have been excused or exempted by a valid nonconforming use, variance permit, Master Lease waiver, extension or forbearance, the such Lessee shall not be required to comply with such Applicable Law but only if and so long as any such test, challenge, appeal, proceeding, waiver, extension, forbearance or noncompliance shall not, in the reasonable opinion of the Administrative Agent, the Lenders and the Lessor, involve (A) any risk of criminal liability being imposed on the LessorAdministrative Agent, any Lender, the Lessor or such Property or (B) any material risk of (1) foreclosure, forfeiture or loss of any Leased Asset such Property, or any material part thereof, or (2) the nonpayment of Rent or (C) any substantial danger risk of (1) the sale of, or the creation of any Lien (other than a Permitted Property Lien) on, any part of any Leased Assetsuch Property, (2) civil liability being imposed on the LessorAdministrative Agent, the Lender, the Lessor or such Property, or (3) enjoinment of, or interference with, the use, possession or disposition of any Leased Asset such Property in any material respect. The Lessor will not be required to join in any proceedings pursuant to this Section 16.1 SECTION 12.1 unless a provision of any Applicable Law requires 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 Default or Event of Lessee has elected the Remarketing Option, (ii) no Default has occurred and is continuing, (ii) the Lessee has not elected the Remarketing Option, continuing and (iii) the applicable Lessee pays all related expenses and indemnifies the Lessor and the other Indemnitees to its reasonable satisfactionthe satisfaction of the respective Indemnitees.

Permitted Contests in Respect of Applicable Law. (a) If, to the extent and for so long as (ai) a test, challenge, appeal or proceeding for review of any Applicable Law relating to any Leased Asset of the Equipment shall be prosecuted diligently and in good faith in appropriate proceedings by the Lessee or (bii) compliance with such Applicable Law shall have been excused or exempted by a valid nonconforming use, variance permit, waiver, extension or forbearance, the Lessee shall not be required to comply with such Applicable Law but only if and so long as any such test, challenge, appeal, proceeding, waiver, extension, forbearance or noncompliance shall not, in the reasonable opinion of the Lessor, the Financing Lenders and the Equity Lenders, involve (A) any risk of criminal liability being imposed on the Lessor, any Financing Lender, any Equity Lender or any item of the Equipment or (B) any material risk of (1) foreclosure, forfeiture or loss of any Leased Asset such item of the Equipment, or any material part thereof, or (2) the nonpayment of Rent or (C) any substantial danger risk of (1) the sale of, or the creation of any Lien (other than a Permitted Lien) on, any part of any Leased Assetsuch item of the Equipment, (2) civil liability being imposed on the Lessor, any Financing Lender, any Equity Lender or such item of the Equipment, or (3) enjoinment of, or interference with, the use, possession or disposition of any Leased Asset such item of the Equipment in any material respect. The Lessor will not be required to join in Notwithstanding the foregoing, the Lessee shall have no right of contest under the provisions of this Section 12.1 upon any proceedings return or Remarketing of ------------ the Equipment pursuant to this Section 16.1 unless a provision of any Applicable Law requires 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 Default or Event of Default has occurred and is continuing, (ii) the Lessee has not elected the Remarketing Option, and (iii) the Lessee pays all related expenses and indemnifies the Lessor to its reasonable satisfactionMaster Lease.

Permitted Contests in Respect of Applicable Law. IfSubject to the terms of the Xxxxxx Loan Documents and the Ground Lease, if, to the extent and for so long as (a) a test, challenge, appeal or proceeding for review of any Applicable Law relating to any Leased Asset the Property shall be prosecuted diligently and in good faith in appropriate proceedings by the Lessee or (b) compliance with such Applicable Law shall have been excused or exempted by a valid nonconforming use, variance variance, permit, waiver, extension or forbearance, the Lessee shall not be required to comply with such Applicable Law but only if and so long as any such test, challenge, appeal, proceeding, waiver, extension, forbearance or noncompliance shall not, in the reasonable opinion of the Lessor, involve (A) any risk of criminal liability being imposed on the LessorLessor or the Property, or (B) any material risk of (1) foreclosure, forfeiture or loss of any Leased Asset the Property, or any material 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 Lien) on, any part of any Leased Assetthe 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 any Leased Asset the Property in any material Material respect. The Lessor will not be required to join in any proceedings pursuant to this Section 16.1 unless a provision of any Applicable Law requires 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 Default or Event of Default has occurred and is continuing, continuing and (ii) the Lessee has not elected the Remarketing Option, and (iii) the Lessee pays all related expenses and indemnifies the Lessor to its reasonable satisfaction.

Permitted Contests in Respect of Applicable Law. If, to the extent and for so long as (a) as, a test, challenge, appeal or proceeding for review of any Applicable Law relating to any Leased Asset the Equipment shall be prosecuted diligently and in good faith in appropriate proceedings by the Lessee or (b) compliance with such Applicable Law shall have been excused or exempted by a valid nonconforming use, variance permit, waiver, extension or forbearanceLessee, the Lessee shall not be required to comply with such Applicable Law but only if and so long as any such test, challenge, appeal, proceeding, waiver, extension, forbearance appeal or noncompliance proceeding shall not, in the reasonable opinion of the LessorLessor Trustee, involve (Aa) any risk of criminal liability being imposed on the Lessor, Lessor Trustee or any Certificate Holder or (Bb) any material risk of (1i) foreclosure, forfeiture or loss of any Leased Asset Item of the Equipment, or any material part thereof, or (2ii) the nonpayment of Rent or (Cc) any substantial danger risk of (1i) the sale of, or the creation of of, any Lien (other than a Permitted Lien) on, on any part of any Leased Assetthe Equipment, (2ii) civil liability being imposed on the LessorLessor Trustee, any Certificate Holder, or the Equipment, or (3iii) enjoinment of, or interference with, the use, possession or disposition of any Leased Asset the Equipment in any material respect. The Neither the Lessor Trustee nor any Certificate Holder will not be required to join in any proceedings pursuant to this Section 16.1 12.1 unless a provision of any Applicable Law requires that such proceedings be brought by or in the name of the Lessorsuch party; and in that event the Lessor 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 Default or Event of Default has occurred and is continuing, (ii) the Lessee has not elected the Remarketing Option, and (iii) the Lessee pays all related expenses and indemnifies the Lessor such party with respect to its reasonable satisfactionsuch proceedings.

Permitted Contests in Respect of Applicable Law. If, to the extent and for so long as (a) a test, challenge, appeal or proceeding for review of any Applicable Law relating to any Leased Asset Property shall be prosecuted diligently and in good faith in appropriate proceedings by the Lessee or (b) compliance with such Applicable Law shall have been excused or exempted by a valid nonconforming use, variance permit, waiver, extension or forbearance, the Lessee shall not be required to comply with such Applicable Law but only if and so long as any such test, challenge, appeal, proceeding, waiver, extension, forbearance or noncompliance shall not, in the reasonable opinion of the LessorLessor and the Agent, involve (A) any risk of criminal liability being imposed on the Lessor, Lessor or any Lender or (B) any material risk of (1) foreclosure, forfeiture or loss of such Property, or sale of any Leased Asset 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 Lien) on, any part of any Leased Asset, (2) civil liability being imposed on the Lessor, any Lender, or such Property, or (3) enjoinment of, or interference with, the use, possession or disposition of any Leased Asset such Property in any material respect. The Lessor will not be required to join in any proceedings pursuant to this Section 16.1 SECTION 12.1 unless a provision of any Applicable Law requires 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 Default or Event of Default has occurred and is continuing, (ii) the Lessee has not elected the Remarketing Option, Option and (iiiii) the Lessee pays all related expenses and indemnifies the Lessor and the Participants with respect to its reasonable satisfactionsuch proceedings.

Permitted Contests in Respect of Applicable Law. If, to the extent and for so long as (a) a test, challenge, appeal or proceeding for review of any Applicable Law relating to any Leased Asset Property shall be prosecuted diligently and in good faith in appropriate proceedings by the Lessee or (b) compliance with such Applicable Law shall have been excused or exempted by a valid nonconforming use, variance permit, waiver, extension or forbearance, the Lessee shall not be required to comply with such Applicable Law but only if and so long as any such test, challenge, appeal, proceeding, waiver, extension, forbearance or noncompliance shall not, in the reasonable opinion of the LessorLessor and the Lender, involve (A) any risk of criminal liability being imposed on the Lessor, Lessor or the Lender or (B) any material risk of (1) foreclosure, forfeiture or loss of any Leased Asset such Property, or any material part thereof, or (2) the nonpayment of Rent or (C) any substantial danger risk of (1) the sale of, or the creation of any Lien (other than a Permitted Property Lien) on, any part of any Leased Assetsuch Property, (2) civil liability being imposed on the Lessor, the Lender, or such Property, or (3) enjoinment of, or interference with, the use, possession or disposition of any Leased Asset such Property in any material respect. The Lessor will not be required to join in any proceedings pursuant to this Section 16.1 12.1 unless a provision of any Applicable Law requires 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 Default or Event of Default has occurred and is continuing, (ii) the Lessee has not elected the Remarketing Option, and (iii) the Lessee pays all related expenses and indemnifies the Lessor to its reasonable satisfaction.brought