Common use of Permitted Contests Clause in Contracts

Permitted Contests. Lessee, on its own or on Lessor's behalf (or in Lessor's name), but 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 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, (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, 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 Fifty Thousand Dollars ($50,000), then, in any such event, (i) provided the Consolidated Net Worth of Lessee and/or Guarantors is then in excess of Fifty Million Dollars ($50,000,000), Lessee shall deliver to Lessor an Officer's Certificate to the effect set forth in clauses (a), (b) and (c), to the extent applicable, or (ii) in the event the Consolidated Net Worth of Lessee and/or Guarantors is not then in excess of Fifty Million Dollars ($50,000,000), then Lessee shall deliver to Lessor and its counsel an opinion of Lessee'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, Lessee shall give such reasonable security as may be demanded by Lessor to insure ultimate payment of the same and to prevent any sale or forfeiture of the affected portion of the Leased Property or the Rent by reason of such non-payment or non-compliance; provided, however, the 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 authorizations and other documents as may reasonably be required in any such contest and, if reasonably requested by Lessee or if Lessor so desires, Lessor shall join as a party therein. Lessee shall indemnify and save Lessor harmless against any liability, cost or expense of any kind that may be imposed upon Lessor in connection with any such contest and any loss resulting therefrom.

Permitted Contests. LesseeTenant, on its own or on LessorLandlord's behalf ------------------- (or in LessorLandlord's name), but at LesseeTenant's expense, may contest, by appropriate legal proceedings conducted in good faith and with due diligence, the amount, amount or validity or application, in whole or in part, of any Imposition, Legal Requirement, Insurance Requirement, Imposition or any legal requirement or insurance requirement or any lien, attachment, levy, encumbrance, charge or claim not otherwise permitted by Article XI, provided that 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 Landlord and from the subject Leased Property, ; (b) neither the subject 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 Requirementlegal requirement, Lessor Landlord 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 Fifty Twenty Five Thousand Dollars ($50,00025,000), then, in any such event, (i) provided the Consolidated Net Worth of Lessee and/or Guarantors is then in excess of Fifty Million Dollars ($50,000,000), Lessee Tenant shall deliver to Lessor an Officer's Certificate to the effect set forth in clauses (a), (b) and (c), to the extent applicable, or (ii) in the event the Consolidated Net Worth of Lessee and/or Guarantors is not then in excess of Fifty Million Dollars ($50,000,000), then Lessee shall deliver to Lessor Landlord and its counsel an opinion of LesseeTenant'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 legal requirement and/or an Imposition, lien, encumbrance encumbrance, or charge, Lessee Tenant shall give such reasonable security as may be demanded by Lessor Landlord to insure ultimate payment of the same and to prevent any sale or forfeiture of the affected portion of the a subject Leased Property or the Rent in respect thereof by reason of such non-payment nonpayment or non-compliancenoncompliance; provided, however, the provisions of this Article XII Section shall not be construed to permit Lessee 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 the basis for the assertion of any other claim) or any other sums payable by Lessee Tenant to Lessor Landlord hereunder, ; (f) in the case of an Insurance Requirementinsurance requirement, the coverage required by Article XIII IV shall be maintained, ; and (g) if such contest be finally resolved against Lessor Landlord or LesseeTenant, Lessee Tenant shall, as Additional Charges Rent 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 legal requirement or Insurance Requirementinsurance requirement. LessorLandlord, at LesseeTenant's expense, shall execute and deliver to Lessee Tenant such authorizations and other documents as may be reasonably be required in any such contest contest, and, if reasonably requested by Lessee Tenant or if Lessor Landlord so desires, Lessor Landlord shall join as a party therein. Lessee shall Tenant hereby agrees to indemnify and save Lessor hold harmless Landlord, its officers, trustees, employees, shareholders, affiliates and agents from and against any and all demands, claims, causes of action, fines, penalties, damages (including punitive and consequential damages), losses, liabilities (including strict liability), cost or expense of any kind judgments, costs and expenses (including, without limitation, attorneys' fees, court costs, and the costs set forth in Section 9.06) that may be imposed upon Lessor incurred in connection with or arise from any such contest and any loss resulting therefromcontest.

Permitted Contests. Lessee, on its own or on Lessor's behalf (or in Lessor's name), but at Lessee's expense, after two (2) business days' prior written 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, (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, 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 Fifty Thousand Dollars ($50,000), then, in any such event, (i) provided the Consolidated Net Worth of Lessee and/or Guarantors is then in excess of Fifty Million Dollars ($50,000,000), Lessee shall deliver to Lessor an Officer's Certificate to the effect set forth in clauses (a), (b) and (c), to the extent applicable, or (ii) in the event the Consolidated Net Worth of Lessee and/or Guarantors is not then in excess of Fifty Million Dollars ($50,000,000), then Lessee shall deliver to Lessor and its counsel an opinion of Lessee'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, Lessee shall give such reasonable security as may be demanded by Lessor to insure ultimate payment of the same and to prevent any sale or forfeiture of the affected portion of the Leased Property or the Rent by reason of such non-payment or non-compliance; provided, however, the 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 authorizations and other documents as may reasonably be required in any such contest and, if reasonably requested by Lessee or if Lessor so desires, Lessor shall join as a party therein. Lessee shall indemnify and save Lessor harmless against any liability, cost or expense of any kind that may be imposed upon Lessor in connection with any such contest and any loss resulting therefrom.

Permitted Contests. LesseeTenant, on its own or on LessorLandlord's behalf (or in LessorLandlord's name), but at LesseeTenant's expense, may contest, by appropriate legal proceedings conducted in good faith and with due diligence, the amount, amount or validity or application, in whole or in part, of any Imposition, Legal Requirement, Insurance Requirement, Imposition or any legal requirement or insurance requirement or any lien, attachment, levy, encumbrance, charge or claim not otherwise permitted by Article XI, provided that 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 Landlord and from the subject Leased Property, ; (b) neither the subject 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 Requirementlegal requirement, Lessor Landlord 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 Fifty Twenty Five Thousand Dollars ($50,00025,000), then, in any such event, (i) provided the Consolidated Net Worth of Lessee and/or Guarantors is then in excess of Fifty Million Dollars ($50,000,000), Lessee Tenant shall deliver to Lessor an Officer's Certificate to the effect set forth in clauses (a), (b) and (c), to the extent applicable, or (ii) in the event the Consolidated Net Worth of Lessee and/or Guarantors is not then in excess of Fifty Million Dollars ($50,000,000), then Lessee shall deliver to Lessor Landlord and its counsel an opinion of LesseeTenant'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 legal requirement and/or an Imposition, lien, encumbrance encumbrance, or charge, Lessee Tenant shall give such reasonable security as may be demanded by Lessor Landlord to insure ultimate payment of the same and to prevent any sale or forfeiture of the affected portion of the a subject Leased Property or the Rent in respect thereof by reason of such non-payment nonpayment or non-compliancenoncompliance; provided, however, the provisions of this Article XII Section shall not be construed to permit Lessee 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 the basis for the assertion of any other claim) or any other sums payable by Lessee Tenant to Lessor Landlord hereunder, ; (f) in the case of an Insurance Requirementinsurance requirement, the coverage required by Article XIII IV shall be maintained, ; and (g) if such contest be finally resolved against Lessor Landlord or LesseeTenant, Lessee Tenant shall, as Additional Charges Rent 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 legal requirement or Insurance Requirementinsurance requirement. LessorLandlord, at LesseeTenant's expense, shall execute and deliver to Lessee Tenant such authorizations and other documents as may be reasonably be required in any such contest contest, and, if reasonably requested by Lessee Tenant or if Lessor Landlord so desires, Lessor Landlord shall join as a party therein. Lessee shall Tenant hereby agrees to indemnify and save Lessor hold harmless Landlord, its officers, trustees, employees, shareholders, affiliates and agents from and against any and all demands, claims, causes of action, fines, penalties, damages (including punitive and consequential damages), losses, liabilities (including strict liability), cost or expense of any kind judgments, costs and expenses (including, without limitation, attorneys' fees, court costs, and the costs set forth in Section 9.06) that may be imposed upon Lessor incurred in connection with or arise from any such contest and any loss resulting therefromcontest.

Permitted Contests. Lessee, on its own or on Lessor's behalf (or in Lessor's ’s name), but at Lessee's ’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 licensure or certification decision, Imposition, Legal Requirement, Insurance Requirement, lien, attachment, levy, encumbrance, charge or claim not otherwise permitted by Article XIclaim; subject, provided however, to the further requirement that (ai) 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, Property or any Capital Additions; (bii) neither the Leased Property nor any Capital Additions, the Rent therefrom nor any part thereof or interest therein in either thereof would be in any immediate danger of being sold, forfeited, attached or lost, lost pending the outcome of such proceedings; (ciii) in the case of a Legal Requirement, neither Lessor nor Lessee would not be in any immediate danger of civil or criminal liability for failure to comply therewith pending the outcome of such proceedings, (d) proceedings and Lessor would not be in the event that danger of civil liability for any such contest shall involve a sum of money or potential loss in excess of Fifty Thousand Dollars failure; ($50,000), then, in any such event, (i) provided the Consolidated Net Worth of Lessee and/or Guarantors is then in excess of Fifty Million Dollars ($50,000,000), Lessee shall deliver to Lessor an Officer's Certificate to the effect set forth in clauses (a), (b) and (c), to the extent applicable, or (ii) in the event the Consolidated Net Worth of Lessee and/or Guarantors is not then in excess of Fifty Million Dollars ($50,000,000), then Lessee shall deliver to Lessor and its counsel an opinion of Lessee's counsel to the effect set forth in clauses (a), (b) and (c), to the extent applicable, (eiv) in the case of a Legal Requirement and/or an Requirement, Imposition, lien, encumbrance or charge, Lessee shall give such reasonable security as may be demanded required by Lessor to insure ultimate payment of the same and to prevent any sale or forfeiture of the affected portion of the Leased Property or any Capital Additions or the Rent by reason of such non-payment nonpayment or non-compliancenoncompliance; provided, however, the provisions of this Article XII shall not be construed to permit Lessee to contest the payment of Rent and (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, (fv) in the case of an Insurance Requirement, the coverage required by Article XIII shall be maintained; provided however, and (g) that Lessee shall provide Lessor with prior written notice of any such contest if such contest relates to (a) a material claim against real property, (b) any matter that could, if adversely determined, reasonably be expected to result in a denial, suspension, revocation or loss of license or certification for any Facility, or (c) in addition to (and not in limitation of) the foregoing (a) and (b), any matter that could reasonably be expected to have a material adverse effect on Lessee’s Primary Intended Use of the subject Facility. If any such contest is finally resolved against Lessor or Lessee, Lessee shall, as Additional Charges 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. Lessor, at Lessee's ’s expense, shall execute and deliver to Lessee such authorizations and other documents as may reasonably be required in any such contest contest, and, if reasonably requested by Lessee or if Lessor so desires, Lessor shall join as a party therein. The provisions of this Article XII shall not be construed to permit Lessee to contest the payment of Rent or any other amount payable by Lessee to Lessor hereunder. Lessee shall indemnify indemnify, defend, protect and save Lessor and its Affiliates harmless from and against any liability, cost or expense of any kind that may be imposed upon Lessor or any of its Affiliates in connection with any such contest and any loss resulting therefrom.

Permitted Contests. Lessee, on its own or on Lessor's behalf (or in Lessor's ’s name), but at Lessee's ’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 licensure or certification decision, Imposition, Legal Requirement, Insurance Requirement, lien, attachment, levy, encumbrance, charge or claim not otherwise permitted by Article XIclaim; subject, provided however, to the further requirement that (ai) 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, Property or any Capital Additions; (bii) neither the Leased Property nor any Capital Additions, the Rent therefrom nor any part thereof or interest therein in either thereof would be in any immediate danger of being sold, forfeited, attached or lost, lost pending the outcome of such proceedings; (ciii) in the case of a Legal Requirement, neither Lessor nor Lessee would not be in any immediate danger of civil or criminal liability for failure to comply therewith pending the outcome of such proceedings, (d) proceedings and Lessor would not be in the event that danger of civil liability for any such contest shall involve a sum of money or potential loss in excess of Fifty Thousand Dollars failure; ($50,000), then, in any such event, (i) provided the Consolidated Net Worth of Lessee and/or Guarantors is then in excess of Fifty Million Dollars ($50,000,000), Lessee shall deliver to Lessor an Officer's Certificate to the effect set forth in clauses (a), (b) and (c), to the extent applicable, or (ii) in the event the Consolidated Net Worth of Lessee and/or Guarantors is not then in excess of Fifty Million Dollars ($50,000,000), then Lessee shall deliver to Lessor and its counsel an opinion of Lessee's counsel to the effect set forth in clauses (a), (b) and (c), to the extent applicable, (eiv) in the case of a Legal Requirement and/or an Requirement, Imposition, lien, encumbrance or charge, Lessee shall give such reasonable security as may be demanded required by Lessor to insure ultimate payment of the same and to prevent any sale or forfeiture of the affected portion of the Leased Property or any Capital Additions or the Rent by reason of such non-payment nonpayment or non-compliancenoncompliance; provided, however, the provisions of this Article XII shall not be construed to permit Lessee to contest the payment of Rent and (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, (fv) in the case of an Insurance Requirement, the coverage required by Article XIII shall be maintained; provided however, and (g) that Lessee shall provide Lessor with prior written notice of any such contest if such contest relates to (a) a material claim against real property, (b) any matter that could, if adversely determined, reasonably be expected to result in a denial, suspension, revocation or loss of license or certification for any Facility, or (c) in addition to (and not in limitation of) the foregoing (a) and (b), any matter that could reasonably be Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. expected to have a material adverse effect on Lessee’s Primary Intended Use of the subject Facility. If any such contest is finally resolved against Lessor or Lessee, Lessee shall, as Additional Charges 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. Lessor, at Lessee's ’s expense, shall execute and deliver to Lessee such authorizations and other documents as may reasonably be required in any such contest contest, and, if reasonably requested by Lessee or if Lessor so desires, Lessor shall join as a party therein. The provisions of this Article XII shall not be construed to permit Lessee to contest the payment of Rent or any other amount payable by Lessee to Lessor hereunder. Lessee shall indemnify indemnify, defend, protect and save Lessor and its Affiliates harmless from and against any liability, cost or expense of any kind that may be imposed upon Lessor or any of its Affiliates in connection with any such contest and any loss resulting therefrom.

Permitted Contests. LesseeTenant, on its own or on LessorLandlord's ------------------- behalf (or in LessorLandlord's name), but at LesseeTenant's expense, may contest, by appropriate legal proceedings conducted in good faith and with due diligence, the amount, amount or validity or application, in whole or in part, of any Imposition, Legal Requirement, Insurance Requirement, Imposition or any legal requirement or insurance requirement or any lien, attachment, levy, encumbrance, charge or claim not otherwise permitted by Article XI, provided that 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 Landlord and from the subject Leased Property, ; (b) neither the subject 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 Requirementlegal requirement, Lessor Landlord 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 Fifty Twenty Five Thousand Dollars ($50,00025,000), then, in any such event, (i) provided the Consolidated Net Worth of Lessee and/or Guarantors is then in excess of Fifty Million Dollars ($50,000,000), Lessee Tenant shall deliver to Lessor an Officer's Certificate to the effect set forth in clauses (a), (b) and (c), to the extent applicable, or (ii) in the event the Consolidated Net Worth of Lessee and/or Guarantors is not then in excess of Fifty Million Dollars ($50,000,000), then Lessee shall deliver to Lessor Landlord and its counsel an opinion of LesseeTenant'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 legal requirement and/or an Imposition, lien, encumbrance encumbrance, or charge, Lessee Tenant shall give such reasonable security as may be demanded by Lessor Landlord to insure ultimate payment of the same and to prevent any sale or forfeiture of the affected portion of the a subject Leased Property or the Rent in respect thereof by reason of such non-payment nonpayment or non-compliancenoncompliance; provided, however, the provisions of this Article XII Section shall not be construed to permit Lessee 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 the basis for the assertion of any other claim) or any other sums payable by Lessee Tenant to Lessor Landlord hereunder, ; (f) in the case of an Insurance Requirementinsurance requirement, the coverage required by Article XIII IV shall be maintained, ; and (g) if such contest be finally resolved against Lessor Landlord or LesseeTenant, Lessee Tenant shall, as Additional Charges Rent 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 legal requirement or Insurance Requirementinsurance requirement. LessorLandlord, at LesseeTenant's expense, shall execute and deliver to Lessee Tenant such authorizations and other documents as may be reasonably be required in any such contest contest, and, if reasonably requested by Lessee Tenant or if Lessor Landlord so desires, Lessor Landlord shall join as a party therein. Lessee shall Tenant hereby agrees to indemnify and save Lessor hold harmless Landlord, its officers, trustees, employees, shareholders, affiliates and agents from and against any and all demands, claims, causes of action, fines, penalties, damages (including punitive and consequential damages), losses, liabilities (including strict liability), cost or expense of any kind judgments, costs and expenses (including, without limitation, attorneys' fees, court costs, and the costs set forth in Section 9.06) that may be imposed upon Lessor incurred in connection with or arise from any such contest and any loss resulting therefromcontest.

Permitted Contests. So long as no Default or an Event of Defaults then exits, Lessee, on its own or on Lessor's behalf (or in Lessor's name), but at Lessee's expense, may contest, after consultation with Lessor at least ten (10) Business Days prior to such 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, (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, 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 Fifty Thousand Dollars ($50,000), then, in any such event, (i) provided the Consolidated Net Worth of Lessee and/or Guarantors is then in excess of Fifty Million Dollars ($50,000,000), Lessee shall deliver to Lessor an Officer's Certificate to the effect set forth in clauses (a), (b) and (c), to the extent applicable, or (ii) in the event the Consolidated Net Worth of Lessee and/or Guarantors is not then in excess of Fifty Million Dollars ($50,000,000), then Lessee shall deliver to Lessor and its counsel an opinion of Lessee'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, Lessee shall give such reasonable security as may be demanded by Lessor to insure ultimate payment of the same and to prevent any sale or forfeiture of the affected portion of the Leased Property or the Rent by reason of such non-payment or non-compliance; provided, however, the 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 authorizations and other documents as may reasonably be required in any such contest and, if reasonably requested by Lessee or if Lessor so desires, Lessor shall join as a party therein. Lessee shall indemnify and save Lessor harmless against any liability, cost or expense of any kind that may be imposed upon Lessor in connection with any such contest and any loss resulting therefrom.

Permitted Contests. LesseeTenant, on its own or on LessorLandlord's ------------------ behalf (or in LessorLandlord's name), but at LesseeTenant's expense, may contest, by appropriate legal proceedings conducted in good faith and with due diligence, the amount, amount or validity or application, in whole or in part, of any Imposition, Legal Requirement, Insurance Requirement, Imposition or any legal requirement or insurance requirement or any lien, attachment, levy, encumbrance, charge or claim not otherwise permitted by Article XI, provided that 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 Landlord and from the subject Leased Property, ; (b) neither the subject 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 Requirementlegal requirement, Lessor Landlord 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 Fifty Twenty Five Thousand Dollars ($50,00025,000), then, in any such event, (i) provided the Consolidated Net Worth of Lessee and/or Guarantors is then in excess of Fifty Million Dollars ($50,000,000), Lessee Tenant shall deliver to Lessor an Officer's Certificate to the effect set forth in clauses (a), (b) and (c), to the extent applicable, or (ii) in the event the Consolidated Net Worth of Lessee and/or Guarantors is not then in excess of Fifty Million Dollars ($50,000,000), then Lessee shall deliver to Lessor Landlord and its counsel an opinion of LesseeTenant'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 legal requirement and/or an Imposition, lien, encumbrance encumbrance, or charge, Lessee Tenant shall give such reasonable security as may be demanded by Lessor Landlord to insure ultimate payment of the same and to prevent any sale or forfeiture of the affected portion of the a subject Leased Property or the Rent in respect thereof by reason of such non-payment nonpayment or non-compliancenoncompliance; provided, however, the provisions of this Article XII Section shall not be construed to permit Lessee 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 the basis for the assertion of any other claim) or any other sums payable by Lessee Tenant to Lessor Landlord hereunder, ; (f) in the case of an Insurance Requirementinsurance requirement, the coverage required by Article XIII IV shall be maintained, ; and (g) if such contest be finally resolved against Lessor Landlord or LesseeTenant, Lessee Tenant shall, as Additional Charges Rent 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 legal requirement or Insurance Requirementinsurance requirement. LessorLandlord, at LesseeTenant's expense, shall execute and deliver to Lessee Tenant such authorizations and other documents as may be reasonably be required in any such contest contest, and, if reasonably requested by Lessee Tenant or if Lessor Landlord so desires, Lessor Landlord shall join as a party therein. Lessee shall Tenant hereby agrees to indemnify and save Lessor hold harmless Landlord, its officers, trustees, employees, shareholders, affiliates and agents from and against any and all demands, claims, causes of action, fines, penalties, damages (including punitive and consequential damages), losses, liabilities (including strict liability), cost or expense of any kind judgments, costs and expenses (including, without limitation, attorneys' fees, court costs, and the costs set forth in Section 9.06) that may be imposed upon Lessor incurred in connection with or arise from any such contest and any loss resulting therefromcontest.

Permitted Contests. LesseeUnless an Event of Default shall be continuing, Tenant, on its own or on LessorLandlord's behalf (or in LessorLandlord's name), but at LesseeTenant's expense, may contest, by appropriate legal proceedings conducted in good faith and with due diligence, the amount, amount or validity or application, in whole or in part, of any Imposition, Legal Requirement, Insurance Requirement, Imposition or any legal requirement or insurance requirement or any lien, attachment, levy, encumbrance, charge or claim not otherwise permitted by Article XI, provided that 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 Landlord and from the subject Leased Property, ; (b) neither the subject Leased Property nor any Rent therefrom there from 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 Requirementlegal requirement, Lessor Landlord 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 Fifty Twenty Five Thousand Dollars ($50,00025,000), then, in any such event, (i) provided the Consolidated Net Worth of Lessee and/or Guarantors is then in excess of Fifty Million Dollars ($50,000,000), Lessee Tenant shall deliver to Lessor an Officer's Certificate to the effect set forth in clauses (a), (b) and (c), to the extent applicable, or (ii) in the event the Consolidated Net Worth of Lessee and/or Guarantors is not then in excess of Fifty Million Dollars ($50,000,000), then Lessee shall deliver to Lessor Landlord and its counsel an opinion of LesseeTenant'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 legal requirement and/or an Imposition, lien, encumbrance encumbrance, or charge, Lessee Tenant shall give such reasonable security as may be demanded by Lessor Landlord to insure ultimate payment of the same and to prevent any sale or forfeiture of the affected portion of the a subject Leased Property or the Rent in respect thereof by reason of such non-payment nonpayment or non-compliancenoncompliance; provided, however, the provisions of this Article XII Section shall not be construed to permit Lessee 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 the basis for the assertion of any other claim) or any other sums payable by Lessee Tenant to Lessor Landlord hereunder, ; (f1) in the case of an Insurance Requirementinsurance requirement, the coverage required by Article XIII IV shall be maintained, ; and (g) if such contest be finally resolved against Lessor Landlord or LesseeTenant, Lessee Tenant shall, as Additional Charges Rent 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 legal requirement or Insurance Requirementinsurance requirement. LessorLandlord, at LesseeTenant's expense, shall execute and deliver to Lessee Tenant such authorizations and other documents as may be reasonably be required in any such contest contest, and, if reasonably requested by Lessee Tenant or if Lessor Landlord so desires, Lessor Landlord shall join as a party therein. Lessee shall Tenant hereby agrees to indemnify and save Lessor hold harmless Landlord, its officers, trustees, employees, shareholders, affiliates and agents from and against any and all demands, claims, causes of action, fines, penalties, damages (including punitive and consequential damages), losses, liabilities (including strict liability), cost or expense of any kind judgments, costs and expenses (including, without limitation, attorneys' fees, court costs, and the costs set forth in Section 9.06) that may be imposed upon Lessor incurred in connection with or arise from any such contest and any loss resulting therefromcontest.

Permitted Contests. Lessee, on its own or on Lessor's behalf (or in Lessor's name), but at Lessee's ’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 Imposition, Legal Requirement, Insurance Requirement, lienxxxx, attachmentxxxxxxxxxx, levyxxxx, encumbrancexxxxxxxxxxx, 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 PropertyProperty (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 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 Fifty Thousand One Million and No/100 Dollars ($50,0001,000,000.00), then, in any such event, (i) provided the Consolidated Net Worth of Lessee and/or Guarantors is then in excess of Fifty Million Dollars ($50,000,000), applicable Facility Lessee shall deliver to Lessor an Officer's ’s Certificate to from a duly authorized officer of the effect applicable Facility Lessee regarding the matters set forth in clauses (a), (b) and (c), to the extent applicableapplicable (it being understood if the relevant amount involved in such contest (or the potential loss) is less than such amount, or (ii) in the event the Consolidated Net Worth of Lessee and/or Guarantors no such certification is not then in excess of Fifty Million Dollars ($50,000,000required), then Lessee shall deliver to Lessor and its counsel an opinion of Lessee'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 chargecharge involving potential loss in excess of One Million and No/100 Dollars ($1,000,000.00), Lessee shall give such reasonable deposit with Lessor an amount equal to the contested amount as security as may be demanded by Lessor to insure ensure the ultimate payment of the same Imposition, lien, attachment, levy, encumbrance, charge or claim and to prevent any sale or forfeiture of the affected portion of the Leased Property or the Rent by reason of such non-payment or non-compliance; provided, however, the 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 ’s expense, shall execute and deliver to Lessee such authorizations and other documents as may reasonably be required in any such contest and, if reasonably requested by Lessee or if Lessor so desires, Lessor shall join as a party therein. Lessee shall indemnify and save hold Lessor harmless against any liability, cost or expense of any kind that may be imposed upon Lessor in connection with any such contest and any loss resulting therefrom.

Permitted Contests. LesseeTenant, on its own or on LessorLandlord's behalf (or in LessorLandlord's name), but at LesseeTenant'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 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 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, Lessor Landlord 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 Fifty Thousand Dollars and 00/100 Dollars ($50,00050,000.00), then, in any such event, (i) provided the Consolidated Net Worth of Lessee and/or Guarantors Tenant is then in excess of Fifty Million Dollars and 00/100 Dollars ($50,000,00050,000,000.00), Lessee Tenant shall deliver to Lessor Landlord an Officer's Certificate to the effect set forth in clauses (a), (b) and (c), to the extent applicable, or (ii) in the event the Consolidated Net Worth of Lessee and/or Guarantors Tenant is not then in excess of Fifty Million Dollars and 00/100 Dollars ($50,000,00050,000,000.00), then Lessee Tenant shall deliver to Lessor Landlord and its counsel an opinion of LesseeTenant'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, Lessee Tenant shall give such reasonable security as may be demanded by Lessor Landlord to insure ultimate payment of the same and to prevent any sale or forfeiture of the affected portion of the Leased Property or the Rent by reason of such non-payment or non-compliance; provided, however, the provisions of this Article XII shall not be construed to permit Lessee 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 the basis for the assertion of any other claim) or any other sums payable by Lessee Tenant to Lessor Landlord 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 Landlord or LesseeTenant, Lessee Tenant 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. LessorLandlord, at LesseeTenant's expense, shall execute and deliver to Lessee Tenant such authorizations and other documents as may reasonably be required in any such contest and, if reasonably requested by Lessee Tenant or if Lessor Landlord so desires, Lessor Landlord shall join as a party therein. Lessee Tenant shall indemnify and save Lessor Landlord harmless against any liability, cost or expense of any kind that may be imposed upon Lessor Landlord in connection with any such contest and any loss resulting therefrom.

Permitted Contests. Lessee, upon prior written notice to Lessor, on its own or on Lessor's behalf (or in Lessor's ’s name), but at Lessee's ’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 licensure or certification decision, Imposition, Legal Requirement, Insurance Requirement, lien, attachment, levy, encumbrance, charge or claim not otherwise permitted by Article XIclaim; subject, provided however, to the further requirement that (ai) 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, Property or any Capital Addition thereto; (bii) neither the Leased Property nor or any Capital Addition thereto, the Rent therefrom nor any part thereof or interest therein in either thereof would be in any immediate danger of being sold, forfeited, attached or lost, lost pending the outcome of such proceedings; (ciii) in the case of a Legal Requirement, neither Lessor nor Lessee would not be in any immediate danger of civil or criminal liability for failure to comply therewith pending the outcome of such proceedings, ; (div) in the event that if any such contest shall involve a sum of money or potential loss in excess of Fifty Thousand Dollars ($50,000), then, in any such event, (i) provided the Consolidated Net Worth of Lessee and/or Guarantors is then in excess of Fifty Million Dollars ($50,000,000), Lessee shall deliver to Lessor an Officer's Certificate to the effect set forth in clauses (a), (b) and (c), to the extent applicable, or (ii) in the event the Consolidated Net Worth of Lessee and/or Guarantors is not then in excess of Fifty Million Dollars ($50,000,000), then Lessee shall deliver to Lessor and its counsel an opinion of Lessee's legal counsel reasonably acceptable to Lessor to the effect set forth in clauses (ai), (bii) and (c)iii) above, to the extent applicable, ; (ev) in the case of a Legal Requirement and/or an Requirement, Imposition, lien, encumbrance or charge, Lessee shall give such reasonable security as may be demanded required by Lessor to insure ultimate payment of the same and to prevent any sale or forfeiture of the affected portion of the Leased Property or any Capital Addition thereto or the Rent by reason of such non-payment nonpayment or non-compliancenoncompliance; provided, however, the provisions of this Article XII shall not be construed to permit Lessee to contest the payment of Rent and (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, (fvi) in the case of an Insurance Requirement, the coverage required by Article XIII shall be maintained, and (g) if . If any such contest be is finally resolved against Lessor or Lessee, Lessee shall, as Additional Charges 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. Lessor, at Lessee's Xxxxxx’s expense, shall execute and deliver to Lessee such authorizations and other documents as may reasonably be required in any such contest contest, and, if reasonably requested by Lessee or if Lessor so desires, Lessor shall join as a party therein. The provisions of this Article XII shall not be construed to permit Lessee to contest the payment of Rent or any other amount payable by Xxxxxx to Lessor hereunder. Lessee shall indemnify indemnify, defend, protect and save Lessor Xxxxxx harmless from and against any liability, cost or expense of any kind that may be imposed upon Lessor in connection with any such contest and any loss resulting therefrom.

Permitted Contests. Lessee, on its own or on Lessor's behalf (or in Lessor's name), but at Lessee's ’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 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 PropertyProperty (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 4834-1440-2281v12 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 Fifty Thousand One Million and No/100 Dollars ($50,0001,000,000.00), then, in any such event, (i) provided the Consolidated Net Worth of Lessee and/or Guarantors is then in excess of Fifty Million Dollars ($50,000,000), applicable Facility Lessee shall deliver to Lessor an Officer's ’s Certificate to from a duly authorized officer of the effect applicable Facility Lessee regarding the matters set forth in clauses (a), (b) and (c), to the extent applicableapplicable (it being understood if the relevant amount involved in such contest (or the potential loss) is less than such amount, or (ii) in the event the Consolidated Net Worth of Lessee and/or Guarantors no such certification is not then in excess of Fifty Million Dollars ($50,000,000required), then Lessee shall deliver to Lessor and its counsel an opinion of Lessee'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 chargecharge involving potential loss in excess of One Million and No/100 Dollars ($1,000,000.00), Lessee shall give such reasonable deposit with Lessor an amount equal to the contested amount as security as may be demanded by Lessor to insure ensure the ultimate payment of the same Imposition, lien, attachment, levy, encumbrance, charge or claim and to prevent any sale or forfeiture of the affected portion of the Leased Property or the Rent by reason of such non-payment or non-compliance; provided, however, the 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 ’s expense, shall execute and deliver to Lessee such authorizations and other documents as may reasonably be required in any such contest and, if reasonably requested by Lessee or if Lessor so desires, Lessor shall join as a party therein. Lessee shall indemnify and save hold Lessor harmless against any liability, cost or expense of any kind that may be imposed upon Lessor in connection with any such contest and any loss resulting therefrom.

Permitted Contests. Lessee, upon prior written notice to Lessor, on its own or on Lessor's behalf (or in Lessor's name), but 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 licensure or certification decision, Imposition, Legal Requirement, Insurance Requirement, lien, attachment, levy, encumbrance, charge or claim not otherwise permitted by Article XIclaim; provided, provided however, that (ai) 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, Property or any Capital Addition thereto; (bii) neither the Leased Property nor or any Capital Addition thereto, the Rent therefrom nor any part thereof or interest therein in either thereof would be in any immediate danger of being sold, forfeited, attached or lost, lost pending the outcome of such proceedings; (ciii) in the case of a Legal Requirement, neither Lessor nor Lessee would not be in any immediate danger of civil or criminal liability for failure to comply therewith pending the outcome of such proceedings, ; (div) in the event that if any such contest shall involve a sum of money or potential loss in excess of Fifty Thousand Dollars ($50,000), thenLessee shall, unless waived in any such eventwriting by Lessor, (i) provided the Consolidated Net Worth of Lessee and/or Guarantors is then in excess of Fifty Million Dollars ($50,000,000), Lessee shall deliver to Lessor an Officer's Certificate to the effect set forth in clauses (a), (b) and (c), to the extent applicable, or (ii) in the event the Consolidated Net Worth of Lessee and/or Guarantors is not then in excess of Fifty Million Dollars ($50,000,000), then Lessee shall deliver to Lessor and its counsel an opinion of Lessee's legal counsel reasonably acceptable to Lessor to the effect set forth in clauses (ai), (bii) and (c)iii) above, to the extent applicable, ; (ev) in the case of a Legal Requirement and/or an Requirement, Imposition, lien, encumbrance or charge, Lessee shall give such reasonable security as may be demanded required by Lessor to insure ultimate payment of the same and to prevent any sale or forfeiture of the affected portion of the Leased Property or any Capital Addition thereto or the Rent by reason of such non-payment or non-compliancenoncompliance; provided, however, the 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, (fvi) in the case of an Insurance Requirement, the coverage required by Article XIII shall be maintained, ; and (gvii) if such contest be finally resolved against Lessor or Lessee, Lessee shall, as Additional Charges 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. Lessor, at Lessee's expense, shall execute and deliver to Lessee such authorizations and other documents as may reasonably be required in any such contest contest, and, if reasonably requested by Lessee or if Lessor so desires, Lessor shall join as a party therein. The provisions of this Article XII shall not be construed to permit Lessee to contest the payment of Rent or any other amount payable by Lessee to Lessor hereunder. Lessee shall indemnify indemnify, defend, protect and save Lessor harmless from and against any liability, cost or expense of any kind that may be imposed upon Lessor in connection with any such contest and any loss resulting therefrom.

Permitted Contests. Lessee, upon prior written notice to Lessor, on its own or on Lessor's behalf (or in Lessor's name), but 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 licensure or certification decision, Imposition, Legal Requirement, Insurance Requirement, lien, attachment, levy, encumbrance, charge or claim not otherwise permitted by Article XIclaim; subject, provided however, to the further requirement that (ai) 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, Property or any Capital Addition thereto; (bii) neither the Leased Property nor or any Capital Addition thereto, the Rent therefrom nor any part thereof or interest therein in either thereof would be in any immediate danger of being sold, forfeited, attached or lost, lost pending the outcome of such proceedings; (ciii) in the case of a Legal Requirement, neither Lessor nor Lessee would not be in any immediate danger of civil or criminal liability for failure to comply therewith pending the outcome of such proceedings, ; (div) in the event that if any such contest shall involve a sum of money or potential loss in excess of Fifty Thousand Dollars ($50,000), then, in any such event, (i) provided the Consolidated Net Worth of Lessee and/or Guarantors is then in excess of Fifty Million Dollars ($50,000,000), Lessee shall deliver to Lessor an Officer's Certificate to the effect set forth in clauses (a), (b) and (c), to the extent applicable, or (ii) in the event the Consolidated Net Worth of Lessee and/or Guarantors is not then in excess of Fifty Million Dollars ($50,000,000), then Lessee shall deliver to Lessor and its counsel an opinion of Lessee's legal counsel reasonably acceptable to Lessor to the effect set forth in clauses (ai), (bii) and (c)iii) above, to the extent applicable, ; (ev) in the case of a Legal Requirement and/or an Requirement, Imposition, lien, encumbrance or charge, Lessee shall give such reasonable security as may be demanded required by Lessor to insure ultimate payment of the same and to prevent any sale or forfeiture of the affected portion of the Leased Property or any Capital Addition thereto or the Rent by reason of such non-payment nonpayment or non-compliancenoncompliance; provided, however, the provisions of this Article XII shall not be construed to permit Lessee to contest the payment of Rent and (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, (fvi) in the case of an Insurance Requirement, the coverage required by Article XIII shall be maintained, and (g) if . If any such contest be is finally resolved against Lessor or Lessee, Lessee shall, as Additional Charges 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. Lessor, at Lessee's expense, shall execute and deliver to Lessee such authorizations and other documents as may reasonably be required in any such contest contest, and, if reasonably requested by Lessee or if Lessor so desires, Lessor shall join as a party therein. The provisions of this Article XII shall not be construed to permit Lessee to contest the payment of Rent or any other amount payable by Lessee to Lessor hereunder. Lessee shall indemnify indemnify, defend, protect and save Lessor harmless from and against any liability, cost or expense of any kind that may be imposed upon Lessor in connection with any such contest and any loss resulting therefrom.

Permitted Contests. LesseeTenant, on its own or on LessorLandlord's behalf (or in LessorLandlord's name), but at LesseeTenant'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 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 Landlord and from the Leased PropertyProperty and the Hospital Improvements, (b) neither the Leased Property Property, the Hospital Improvements 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, Lessor Landlord 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 Fifty Thousand Dollars and 00/100 Dollars ($50,00050,000.00), then, in any such event, (i) provided the Consolidated Net Worth of Lessee and/or Guarantors Tenant is then in excess of Fifty Million Dollars and 00/100 Dollars ($50,000,00050,000,000.00), Lessee Tenant shall deliver to Lessor Landlord an Officer's Certificate to the effect set forth in clauses (a), (b) and (c), to the extent applicable, or (ii) in the event the Consolidated Net Worth of Lessee and/or Guarantors Tenant is not then in excess of Fifty Million Dollars and 00/100 Dollars ($50,000,00050,000,000.00), then Lessee Tenant shall deliver to Lessor Landlord and its counsel an opinion of LesseeTenant'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, Lessee Tenant shall give such reasonable security as may be demanded by Lessor Landlord to insure ultimate payment of the same and to prevent any sale or forfeiture of the affected portion of the Leased Property Property, the Hospital Improvements or the Rent by reason of such non-payment or non-compliance; provided, however, the provisions of this Article XII shall not be construed to permit Lessee 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 the basis for the assertion of any other claim) or any other sums payable by Lessee Tenant to Lessor Landlord 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 Landlord or LesseeTenant, Lessee Tenant 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. LessorLandlord, at LesseeTenant's expense, shall execute and deliver to Lessee Tenant such authorizations and other documents as may reasonably be required in any such contest and, if reasonably requested by Lessee Tenant or if Lessor Landlord so desires, Lessor Landlord shall join as a party therein. Lessee Tenant shall indemnify and save Lessor Landlord harmless against any liability, cost or expense of any kind that may be imposed upon Lessor Landlord in connection with any such contest and any loss resulting therefrom.

Permitted Contests. Lessee, upon prior written notice to Lessor, on its own or on Lessor's behalf (or in Lessor's name), but 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 licensure or certification decision, Imposition, Legal Requirement, Insurance Requirement, lien, attachment, levy, encumbrance, charge or claim not otherwise permitted by Article XIclaim; subject, provided however, to the further requirement that (ai) 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, Property or any Capital Additions; (bii) neither the Leased Property nor any Capital Additions, the Rent therefrom nor any part thereof or interest therein in either thereof would be in any immediate danger of being sold, forfeited, attached or lost, lost pending the outcome of such proceedings; (ciii) in the case of a Legal Requirement, neither Lessor nor Lessee would not be in any immediate danger of civil or criminal liability for failure to comply therewith pending the outcome of such proceedings, ; (div) in the event that if any such contest shall involve a sum of money or potential loss in excess of Fifty Thousand Dollars ($50,000), thenupon request of Lessor, in any such event, (i) provided the Consolidated Net Worth of Lessee and/or Guarantors is then in excess of Fifty Million Dollars ($50,000,000), Lessee shall deliver to Lessor an Officer's Certificate to the effect set forth in clauses (a), (b) and (c), to the extent applicable, or (ii) in the event the Consolidated Net Worth of Lessee and/or Guarantors is not then in excess of Fifty Million Dollars ($50,000,000), then Lessee shall deliver to Lessor and its counsel an opinion of Lessee's legal counsel reasonably acceptable to Lessor to the effect set forth in clauses (ai), (bii) and (c)iii) above, to the extent applicable, ; (ev) in the case of a Legal Requirement and/or an Requirement, Imposition, lien, encumbrance or charge, Lessee shall give such reasonable security as may be demanded required by Lessor to insure ultimate payment of the same and to prevent any sale or forfeiture of the affected portion of the Leased Property or any Capital Additions or the Rent by reason of such non-payment nonpayment or non-compliancenoncompliance; provided, however, the provisions of this Article XII shall not be construed to permit Lessee to contest the payment of Rent and (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, (fvi) in the case of an Insurance Requirement, the coverage required by Article XIII shall be maintained, and (g) if . If any such contest be is finally resolved against Lessor or Lessee, Lessee shall, as Additional Charges 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. Lessor, at Lessee's expense, shall execute and deliver to Lessee such authorizations and other documents as may reasonably be required in any such contest contest, and, if reasonably requested by Lessee or if Lessor so desires, Lessor shall join as a party therein. The provisions of this Article XII shall not be construed to permit Lessee to contest the payment of Rent or any other amount payable by Lessee to Lessor hereunder. Lessee shall indemnify indemnify, defend, protect and save Lessor harmless from and against any liability, cost or expense of any kind that may be imposed upon Lessor in connection with any such contest and any loss resulting therefrom.

Permitted Contests. Lessee, upon prior written notice to Lessor, on its own or on Lessor's behalf (or in Lessor's name), but 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 licensure or certification decision, Imposition, Legal Requirement, Insurance Requirement, lien, attachment, levy, encumbrance, charge or claim not otherwise permitted by Article XIclaim; provided, provided however, that (ai) 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, Property or any Capital Addition thereto; (bii) neither the Leased Property nor or any Capital Addition thereto, the Rent therefrom nor any part thereof or interest therein in either thereof would be in any immediate danger of being sold, forfeited, attached or lost, lost pending the outcome of such proceedings; (ciii) in the case of a Legal Requirement, neither Lessor nor Lessee would not be in any immediate danger of civil or criminal liability for failure to comply therewith pending the outcome of such proceedings, ; (div) in the event that if any such contest shall involve a sum of money or potential loss in excess of Fifty Thousand Dollars ($50,000), then, in any such event, (i) provided the Consolidated Net Worth of Lessee and/or Guarantors is then in excess of Fifty Million Dollars ($50,000,000), Lessee shall deliver to Lessor an Officer's Certificate to the effect set forth in clauses (a), (b) and (c), to the extent applicable, or (ii) in the event the Consolidated Net Worth of Lessee and/or Guarantors is not then in excess of Fifty Million Dollars ($50,000,000), then Lessee shall deliver to Lessor and its counsel an opinion of Lessee's legal counsel reasonably acceptable to Lessor to the effect set forth in clauses (ai), (bii) and (c)iii) above, to the extent applicable, ; (ev) in the case of a Legal Requirement and/or an Requirement, Imposition, lien, encumbrance or charge, Lessee shall give such reasonable security as may be demanded required by Lessor to insure ultimate payment of the same and to prevent any sale or forfeiture of the affected portion of the Leased Property or any Capital Addition thereto or the Rent by reason of such non-non- payment or non-compliancenoncompliance; provided, however, the 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, (fvi) in the case of an Insurance Requirement, the coverage required by Article XIII shall be maintained, ; and (gvii) if such contest be finally resolved against Lessor or Lessee, Lessee shall, as Additional Charges 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. Lessor, at Lessee's expense, shall execute and deliver to Lessee such authorizations and other documents as may reasonably be required in any such contest contest, and, if reasonably requested by Lessee or if Lessor so desires, Lessor shall join as a party therein. The provisions of this Article X7I shall not be construed to permit Lessee to contest the payment of Rent or any other amount (other than Impositions or Additional Charges which Lessee may from time to time be required to impound with Lessor) payable by Lessee to Lessor hereunder. Lessee shall indemnify indemnify, defend, protect and save Lessor harmless from and against any liability, cost or expense of any kind that may be imposed upon Lessor in connection with any such contest and any loss resulting therefrom.

Permitted Contests. After obtaining prior written approval from Lessor, not to be unreasonably withheld, conditioned or delayed, Lessee, on its own or on Lessor's behalf (or in Lessor's name), but at Lessee's ’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 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 PropertyProperty (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 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 Fifty Thousand One Million and No/100 Dollars ($50,0001,000,000.00), then, in any such event, (i) provided the Consolidated Net Worth of Lessee and/or Guarantors is then in excess of Fifty Million Dollars ($50,000,000), applicable Facility Lessee shall deliver to Lessor an Officer's ’s Certificate to from a duly authorized officer of the effect applicable Facility Lessee regarding the matters set forth in clauses (a), (b) and (c), to the extent applicableapplicable (it being understood if the relevant amount involved in such contest (or the potential loss) is less than such amount, or (ii) in the event the Consolidated Net Worth of Lessee and/or Guarantors no such certification is not then in excess of Fifty Million Dollars ($50,000,000required), then Lessee shall deliver to Lessor and its counsel an opinion of Lessee'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 chargecharge involving potential loss in excess of One Million and No/100 Dollars ($1,000,000.00), Lessee shall give such reasonable security as may be demanded by Lessor to insure ultimate payment of the same and to prevent any sale or forfeiture of the affected portion of the Leased Property or the Rent by reason of such non-payment or non-compliance; provided, however, the 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 ’s expense, shall execute and deliver to Lessee such authorizations and other documents as may reasonably be required in any such contest and, if reasonably requested by Lessee or if Lessor and MPT Real Estate Owner so desiresdesire, Lessor shall join as a party therein. Lessee shall indemnify and save hold Lessor and MPT Real Estate Owner harmless against any liability, cost or expense of any kind that may be imposed upon Lessor and MPT Real Estate Owner in connection with any such contest and any loss resulting therefrom.

Permitted Contests. LesseeAlliance, on its own or on LessorMPT's behalf (or in LessorMPT's name), but at LesseeAlliance's expense, after two (2) Business Days' prior written notice to MPT, 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 XIthis Agreement, 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 the MPT Parties and from the Leased PropertyCollateral, (b) neither the Leased Property nor any Rent therefrom Collateral 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, Lessor the MPT Parties 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 Fifty Thousand Dollars ($50,000), then, in any such event, (i) provided the Consolidated Net Worth of Lessee and/or Guarantors the Borrower Parties is then in excess of Fifty Million Dollars ($50,000,000), Lessee Alliance shall deliver to Lessor an Officer's Certificate the MPT Parties a certification from a duly authorized officer of Alliance to the effect set forth in clauses (a), (b) and (c), to the extent applicable, or (ii) in the event the Consolidated Net Worth of Lessee and/or Guarantors the Borrower Parties is not then in excess of Fifty Million Dollars ($50,000,000), then Lessee Alliance shall deliver to Lessor MPT and its counsel an opinion of LesseeAlliance'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, Lessee Alliance shall give such reasonable security as may be demanded by Lessor the MPT Parties to insure ultimate payment of the same and to prevent any sale or forfeiture of the affected portion of the Leased Property or the Rent Collateral by reason of such non-payment or non-compliance; provided, however, the provisions of this Article XII shall not be construed to permit Lessee Alliance 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 hereunderLoan Obligations, (f) in the case of an Insurance Requirement, the coverage required by Article XIII Section 6.6 shall be maintained, and (g) if such contest be finally resolved against Lessor any of the MPT Parties or Lesseethe Borrower Parties, Lessee Alliance 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. LessorMPT, at LesseeAlliance's expense, shall execute and deliver to Lessee Alliance such authorizations and other documents as may reasonably be required in any such contest and, if reasonably requested by Lessee Alliance or if Lessor MPT so desires, Lessor MPT shall join as a party therein. Lessee The Borrower Parties, jointly and severally, shall indemnify and save Lessor MPT harmless against any liability, cost or expense of any kind that may be imposed upon Lessor MPT in connection with any such contest and any loss resulting therefrom.

Permitted Contests. Lessee, on The Grantor at its own or on Lessor's behalf (or in Lessor's name), but at Lessee's expense, expense may contest, or cause to be contested, by appropriate legal proceedings conducted in good faith and with due diligence, the amount, amount or validity or application, in whole or in part, of any Imposition, Legal RequirementRequirement or Insurance Requirement or lien of a mechanic, Insurance Requirementmaterialman, lien, attachment, levy, encumbrance, charge supplier or claim not otherwise permitted by Article XIvendor, provided that that, (a) in the case of an unpaid Imposition, lien, attachmentencumbrance or charge, levy, encumbrance, charge or claim, the commencement and continuation of such proceedings shall suspend the collection thereof from Lessor the Grantor, the Grantee, and from the Leased PropertyCollateral (including any rent or other income therefrom) and shall not materially interfere with the payment of any such rent or income, (b) neither the Leased Property Collateral nor any Rent rent or other income therefrom nor any part thereof or interest therein would be in any immediate material danger of being sold, forfeited, attached lost, impaired or lostinterfered with, (c) in the case of a Legal Requirement, Lessor neither the Grantor nor the Grantee would not be in any immediate material danger of any civil or criminal liability for failure to comply therewith pending the outcome of such proceedingstherewith, (d) the Grantor shall have furnished such security, if any, as may be required in the event that any such contest shall involve a sum of money proceedings or potential loss in excess of Fifty Thousand Dollars ($50,000), then, in any such event, (i) provided as may be reasonably requested by the Consolidated Net Worth of Lessee and/or Guarantors is then in excess of Fifty Million Dollars ($50,000,000), Lessee shall deliver to Lessor an Officer's Certificate to the effect set forth in clauses (a), (b) and (c), to the extent applicable, or (ii) in the event the Consolidated Net Worth of Lessee and/or Guarantors is not then in excess of Fifty Million Dollars ($50,000,000), then Lessee shall deliver to Lessor and its counsel an opinion of Lessee's counsel to the effect set forth in clauses (a), (b) and (c), to the extent applicableGrantee, (e) the non-payment of the whole or any part of any Imposition will not result in the case delivery of a Legal Requirement and/or an tax deed to the Collateral or any part thereof because of such non-payment, (f) the payment of any sums required to be paid with respect to any of the Senior Secured Notes or under this Deed (other than any unpaid Imposition, lien, encumbrance or charge, Lessee shall give such reasonable security as may be demanded by Lessor to insure ultimate payment of charge at the same and to prevent any sale or forfeiture of the affected portion of the Leased Property or the Rent by reason of such non-payment or non-compliance; provided, however, the provisions of time being contested in accordance with this Article XII Section 1.8) shall not be construed to permit Lessee to contest the payment of Rent (except as to contests concerning the method of computation interfered with 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 hereunderotherwise affected, (fg) in the case of an any Insurance Requirement, the coverage failure of the Grantor to comply therewith shall not affect the validity of any insurance required to be maintained by Article XIII shall be maintainedthe Grantor under Section 2.1, and (gh) if such contest be finally resolved against Lessor or Lesseethat adequate reserves, Lessee shall, as Additional Charges due hereunder, promptly pay the amount required to be paid, together determined in accordance with all interest and penalties accrued thereon, or comply with the applicable Legal Requirement or Insurance Requirement. Lessor, at Lessee's expenseGAAP, shall execute and deliver to Lessee such authorizations and other documents as may reasonably be required in any such contest and, if reasonably requested by Lessee or if Lessor so desires, Lessor shall join as a party therein. Lessee shall indemnify and save Lessor harmless against any liability, cost or expense of any kind that may be imposed upon Lessor in connection with any such contest and any loss resulting therefromhave been set aside on the Grantor's books.

Permitted Contests. LesseeBorrower, on its own or on Lessor's behalf (or in Lessor's name), but at Lessee's Borrower’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 Imposition, Legal Requirement, Insurance Requirement, lien, attachment, levy, encumbrance, charge or claim not otherwise permitted by Article XIVII, 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 Lender and from the Leased PropertyReal Property (or if not so suspended, clause (b) shall be true); (b) neither the Leased Real Property nor any Rent therefrom nor any part thereof or interest therein would would, as determined in Lender’s reasonable discretion, be in any immediate danger of being sold, forfeited, attached or lost, ; (c) in the case of a Legal Requirement, Lessor Lender 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 Fifty Thousand One Million and No/100 Dollars ($50,0001,000,000.00), then, in any such event, (i) provided the Consolidated Net Worth of Lessee and/or Guarantors is then in excess of Fifty Million Dollars ($50,000,000), Lessee applicable Facility Borrower shall deliver to Lessor Lender an Officer's ’s Certificate to from a duly authorized officer of the effect applicable Facility Borrower regarding the matters set forth in clauses (a), (b) and (c), to the extent applicableapplicable (it being understood if the relevant amount involved in such contest (or the potential loss) is less than such amount, or (ii) in the event the Consolidated Net Worth of Lessee and/or Guarantors no such certification is not then in excess of Fifty Million Dollars ($50,000,000required), then Lessee shall deliver to Lessor and its counsel an opinion of Lessee'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 chargecharge involving potential loss in excess of One Million and No/100 Dollars ($1,000,000.00), Lessee Borrower shall give such reasonable deposit with Lender an amount equal to the contested amount as security as may be demanded by Lessor to insure ensure the ultimate payment of the same Imposition, lien, attachment, levy, encumbrance, charge or claim and to prevent any sale or forfeiture of the affected portion of the Leased Property or the Rent by reason of such non-payment or non-compliance; provided, however, the provisions of this Article XII VIII shall not be construed to permit Lessee Borrower 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 Borrower to Lessor Lender hereunder, ; (f) in the case of an Insurance Requirement, the coverage required by Article XIII IX shall be maintained, ; and (g) if such contest be finally resolved against Lessor Lender or LesseeBorrower, Lessee Borrower 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. LessorLender, at Lessee's Borrower’s expense, shall execute and deliver to Lessee Borrower such authorizations and other documents as may reasonably be required in any such contest and, if reasonably requested by Lessee Borrower or if Lessor Lender so desires, Lessor Lender shall join as a party therein. Lessee Borrower shall indemnify and save Lessor hold Lender harmless against any liability, cost or expense of any kind that may be imposed upon Lessor Lender in connection with any such contest and any loss resulting therefrom.

Permitted Contests. Lessee, upon prior written notice to Lessor, on its own or on Lessor's behalf (or in Lessor's name), but 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 licensure or certification decision, Imposition, Legal Requirement, Insurance Requirement, lien, attachment, levy, encumbrance, charge or claim not otherwise permitted by Article XIclaim; provided, provided however, that (ai) 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, Property or any Capital Addition thereto; (bii) neither the Leased Property nor or any Capital Addition thereto, the Rent therefrom nor any part thereof or interest therein in either thereof would be in any immediate danger of being sold, forfeited, attached or lost, lost pending the outcome of such proceedings; (ciii) in the case of a Legal Requirement, neither Lessor nor Lessee would not be in any immediate danger of civil or criminal liability for failure to comply therewith pending the outcome of such proceedings, ; (div) in the event that if any such contest shall involve a sum of money or potential loss in excess of Fifty Thousand Dollars ($50,000), then, in any such event, (i) provided the Consolidated Net Worth of Lessee and/or Guarantors is then in excess of Fifty Million Dollars ($50,000,000), Lessee shall deliver to Lessor an Officer's Certificate to the effect set forth in clauses (a), (b) and (c), to the extent applicable, or (ii) in the event the Consolidated Net Worth of Lessee and/or Guarantors is not then in excess of Fifty Million Dollars ($50,000,000), then Lessee shall deliver to Lessor and its counsel an opinion of Lessee's legal counsel reasonably acceptable to Lessor to the effect set forth in clauses (ai), (bii) and (c)iii) above, to the extent applicable, ; (ev) in the case of a Legal Requirement and/or an Requirement, Imposition, lien, encumbrance or charge, Lessee shall give such reasonable security as may be demanded required by Lessor to insure ultimate payment of the same and to prevent any sale or forfeiture of the affected portion of the Leased Property or any Capital Addition thereto or the Rent by reason of such non-payment or non-compliancenoncompliance; provided, however, the 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, (fvi) in the case of an Insurance Requirement, the coverage required by Article XIII shall be maintained, ; and (gvii) if such contest be finally resolved against Lessor or Lessee, Lessee shall, as Additional Charges 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. Lessor, at Lessee's expense, shall execute and deliver to Lessee such authorizations and other documents as may reasonably be required in any such contest contest, and, if reasonably requested by Lessee or if Lessor so desires, Lessor shall join as a party therein. The provisions of this Article XII shall not be construed to permit Lessee to contest the payment of Rent or any other amount (other than Impositions or Additional Charges which Lessee may from time to time be required to impound with Lessor) payable by Lessee to Lessor hereunder. Lessee shall indemnify indemnify, defend, protect and save Lessor harmless from and against any liability, cost or expense of any kind that may be imposed upon Lessor in connection with any such contest and any loss resulting therefrom.. ARTICLE XIII. 13.1

Permitted Contests. Lessee, on its own or on Lessor's behalf (or in Lessor's name), ) but at Lessee's expense, may contest, by appropriate legal proceedings conducted in good faith and with due diligence, the amount, amount or validity or application, in whole or in part, of any Imposition, Imposition or any Legal Requirement, Insurance Requirement, Requirement or insurance Requirement or any 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, (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 lostlost pending the outcome of such proceedings, (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 Fifty Thousand Dollars ($50,000), then, in any such event, (i) provided the Consolidated Net Worth of Lessee and/or Guarantors is then in excess of Fifty Million Dollars ($50,000,000), Lessee shall deliver to Lessor an Officer's Certificate to the effect set forth in clauses (a), (b) and (c), to the extent applicable, or (ii) in the event the Consolidated Net Worth of Lessee and/or Guarantors is not then in excess of Fifty Million Dollars ($50,000,000)Dollars, then Lessee shall deliver to Lessor and its counsel an opinion of Lessee's counsel to the effect set forth in clauses (a), (b) and (c), to the extent applicable; provided however, that the requirement of delivery of such opinion of Lessee's counsel may be waived by the Lessor upon written request of the Lessee, (e) in the case of a Legal Requirement and/or an Imposition, lien, encumbrance or charge, Lessee shall give such reasonable security as may be demanded by Lessor to insure ultimate payment of the same and to prevent any sale or forfeiture of the affected portion of the Leased Property or the Rent by reason of such non-payment or non-compliance; noncompliance, provided, however, the 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 authorizations and other documents as may reasonably be required in any such contest contest, and, if reasonably requested by Lessee or if Lessor so desires, Lessor shall join as a party therein. , Lessee shall indemnify and save Lessor harmless against any liability, cost or expense of any kind that may be imposed upon Lessor in connection with any such contest and any loss resulting therefrom. Lessee shall be entitled to any refund of any claim and such charges and penalties or interest thereon which have been paid by Lessee or paid by Lessor and for which Lessor has been fully reimbursed by Lessee.

Permitted Contests. LesseeTenant, upon prior written notice to Landlord (except that no such notice shall be required to be given by Tenant to Landlord pursuant to this Article XII with respect to matters not exceeding Five Million and No/100 Dollars ($5,000,000.00)), on its own or on Lessor's behalf (or in Lessor's Landlord’s name), but at Lessee's Tenant’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 licensure or certification decision (including pursuant to any Gaming Regulation), imposition of any disciplinary action, including both monetary and nonmonetary, pursuant to any Gaming Regulation, Imposition, Legal Requirement, Insurance Requirement, lien, attachment, levy, encumbrance, charge or claim not otherwise permitted by Article XIclaim; provided, provided that that, (ai) in the case of an unpaid Imposition, lien, attachment, levy, encumbrance, charge 92 or claim, the commencement and continuation of such proceedings shall suspend the collection thereof from Lessor Landlord and from the Leased Property, ; (bii) neither the Leased Property nor or any portion thereof, the Rent therefrom nor any part thereof or interest therein in either thereof would be in any immediate danger of being sold, forfeited, attached or lost, lost pending the outcome of such proceedings; (ciii) in the case of a Legal Requirement, Lessor neither Landlord nor Tenant would not be in any immediate imminent danger of criminal or material 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 Fifty Thousand Dollars ($50,000), then, in any such event, (i) provided the Consolidated Net Worth of Lessee and/or Guarantors is then in excess of Fifty Million Dollars ($50,000,000), Lessee shall deliver to Lessor an Officer's Certificate to the effect set forth in clauses (a), (b) and (c), to the extent applicable, or (ii) in the event the Consolidated Net Worth of Lessee and/or Guarantors is not then in excess of Fifty Million Dollars ($50,000,000), then Lessee shall deliver to Lessor and its counsel an opinion of Lessee's counsel to the effect set forth in clauses (a), (b) and (c), to the extent applicable, (eiv) in the case of a Legal Requirement and/or an Requirement, Imposition, lien, encumbrance or charge, Lessee Tenant shall give such reasonable deliver to Landlord security in the form of cash, cash equivalents or a Letter of Credit, if and as may be demanded reasonably required by Lessor Landlord to insure ultimate payment of the same and to prevent any sale or forfeiture of the affected portion of the Leased Property or any portion thereof or the Rent by reason of such non-payment or non-compliancenoncompliance; provided, however, the 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, (fv) in the case of an Insurance Requirement, the coverage required by Article XIII shall be maintained; (vi) upon Landlord’s request, Tenant shall keep Landlord reasonably informed as to the status of the proceedings; and (gvii) if such contest be finally resolved against Lessor Landlord or LesseeTenant, Lessee shall, as Additional Charges due hereunder, Tenant 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. LessorLandlord, at Lessee's Tenant’s expense, shall execute and deliver to Lessee Tenant such authorizations and other documents as may reasonably be required in any such contest contest, and, if reasonably requested by Lessee Tenant or if Lessor Landlord so desires, Lessor Landlord shall join as a party therein. Lessee The provisions of this Article XII shall indemnify not be construed to permit Tenant to contest the payment of Rent or any other amount (other than Impositions or Additional Charges contested in accordance herewith) payable by Tenant to Landlord hereunder. Tenant shall indemnify, defend, protect and save Lessor Landlord harmless from and against any liability, cost or expense of any kind that may be imposed upon Lessor Landlord in connection with any such contest and any loss resulting therefrom, except to the extent resulting from actions independently taken by Landlord (other than actions taken by Landlord at Tenant’s direction or with Tenant’s consent).

Permitted Contests. Lessee, on its own or on Lessor's behalf (or in Lessor's ’s name), but at Lessee's ’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 licensure or certification decision,Imposition, Legal Requirement, ,Insurance Requirement, lien, attachment, levy, encumbrance, charge or claim not otherwise permitted by Article XIclaim; subject, provided however, to the further requirement that (ai) 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, Property or any Capital Additions; (bii) neither the Leased Property nor any Capital Additions, the Rent therefrom nor any part thereof or interest therein in either thereof would be in any immediate danger of being sold, forfeited, attached or lost, lost pending the outcome of such proceedings; (ciii) in the case of a Legal Requirement, neither Lessor nor Lessee would not be in any immediate danger of civil or criminal liability for failure to comply therewith pending the outcome of such proceedings, (d) proceedings and Lessor would not be in the event that danger of civil liability for any such contest shall involve a sum of money or potential loss in excess of Fifty Thousand Dollars failure; ($50,000), then, in any such event, (i) provided the Consolidated Net Worth of Lessee and/or Guarantors is then in excess of Fifty Million Dollars ($50,000,000), Lessee shall deliver to Lessor an Officer's Certificate to the effect set forth in clauses (a), (b) and (c), to the extent applicable, or (ii) in the event the Consolidated Net Worth of Lessee and/or Guarantors is not then in excess of Fifty Million Dollars ($50,000,000), then Lessee shall deliver to Lessor and its counsel an opinion of Lessee's counsel to the effect set forth in clauses (a), (b) and (c), to the extent applicable, (eiv) in the case of a Legal Requirement and/or an Requirement,Imposition, lien, encumbrance or charge, Lessee shall give such reasonable security as may be demanded required by Lessor to insure ultimate payment of the same and to prevent any sale or forfeiture of the affected portion of the Leased Property or any Capital Additions or the Rent by reason of such non-payment nonpayment or non-compliancenoncompliance; provided, however, the provisions of this Article XII shall not be construed to permit Lessee to contest the payment of Rent and (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, (fv) in the case of an Insurance Requirement, the coverage required by Article XIII shall be maintained; provided however, and (g) that Lessee shall provide Lessor with prior written notice of any such contest if such contest relates to (a) a material claim against real property, (b) any matter that could, if adversely determined, reasonably be expected to result in a denial, suspension, revocation or loss of license or certification for any Facility, or (c) in addition to (and not in limitation of) the foregoing (a)and (b), any matter that could reasonably be expected to have a material adverse effect on Lessee’s Primary Intended Use of the subject Facility. If any such contest is finally resolved against Lessor or Lessee, Lessee shall, as Additional Charges 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. Lessor, at Lessee's ’s expense, shall execute and deliver to Lessee such authorizations and other documents as may reasonably be required in any such contest contest, and, if reasonably requested by Lessee or if Lessor so desires, Lessor shall join as a party therein. The provisions of this Article XII shall not be construed to permit Lessee to contest the payment of Rent or any other amount payable by Lessee to Lessor hereunder. Lessee shall indemnify indemnify, defend, protect and save Lessor and its Affiliates harmless from and against any liability, cost or expense of any kind that may be imposed upon Lessor or any of its Affiliates in connection with any such contest and any loss resulting therefrom.

Permitted Contests. LesseeTenant, on its own or on LessorLandlord's behalf (or in LessorLandlord's name), but at LesseeTenant's expense, may contest, by appropriate legal proceedings conducted in good faith and with due diligence, the amount, amount or validity or application, in whole or in part, of any Imposition, Legal Requirement, Insurance Requirement, Imposition or any legal requirement or insurance requirement or any lien, attachment, levy, encumbrance, charge or claim not otherwise permitted by Article XIprovided that, 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 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 Requirementlegal requirement, Lessor Landlord 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 Fifty Twenty-five Thousand Dollars ($50,00025,000.00), then, in any such event, (i) provided the Consolidated Net Worth of Lessee and/or Guarantors is then in excess of Fifty Million Dollars ($50,000,000), Lessee Tenant shall deliver to Lessor an Officer's Certificate to the effect set forth in clauses (a), (b) and (c), to the extent applicable, or (ii) in the event the Consolidated Net Worth of Lessee and/or Guarantors is not then in excess of Fifty Million Dollars ($50,000,000), then Lessee shall deliver to Lessor Landlord and its counsel an opinion of LesseeTenant'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 legal requirement and/or an Imposition, lien, encumbrance encumbrance, or charge, Lessee Tenant shall give such reasonable security as may be demanded by Lessor Landlord to insure ultimate payment of the same and to prevent any sale or forfeiture of the affected portion of the Leased Property or the Rent by reason of such non-payment nonpayment or non-compliancenoncompliance; provided, however, the provisions of this Article XII Section shall not be construed to permit Lessee Tenant to contest the payment 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 claimImposition) or any other sums payable by Lessee Tenant to Lessor Landlord hereunder, . (f) in the case of an Insurance Requirementinsurance requirement, the coverage required by Article XIII IV shall be maintained, and (g) if such contest be finally resolved against Lessor or LesseeTenant, Lessee shallTenant, as Additional Charges 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 legal requirement or Insurance Requirementinsurance requirement. LessorLandlord, at LesseeTenant's expense, shall execute and deliver to Lessee Tenant such authorizations and other documents as may be reasonably be required in any such contest contest, and, if reasonably requested by Lessee Tenant or if Lessor Landlord so desires, Lessor Landlord shall join as a party therein. Lessee Tenant shall indemnify indemnify, defend, save and save Lessor hold Landlord harmless of, from and against any and all liability, cost or expense of any kind kind, including, but not limited to, attorneys' fees and expenses, that may be imposed upon Lessor Landlord in connection with any such contest and any loss resulting therefrom.

Permitted Contests. Lessee, on its own or on Lessor's behalf (or in Lessor's name), but at Lessee's expense, after two (2) business days prior written 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, (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, 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 Fifty Thousand Dollars ($50,000), then, in any such event, (i) provided the Consolidated Combined Net Worth of Lessee and/or Guarantors is then in excess of Fifty Twenty-Five Million Dollars ($50,000,00025,000,000), Lessee shall deliver to Lessor an Officer's Certificate to the effect set forth in clauses (a), (b) and (c), to the extent applicable, or (ii) in the event the Consolidated Combined Net Worth of Lessee and/or Guarantors is not then in excess of Fifty Twenty-Five Million Dollars ($50,000,00025,000,000), then Lessee shall deliver to Lessor and its counsel an opinion of Lessee'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, Lessee shall give such reasonable security as may be demanded by Lessor to insure ultimate payment of the same and to prevent any sale or forfeiture of the affected portion of the Leased Property or the Rent by reason of such non-payment or non-compliance; provided, however, the 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 authorizations and other documents as may reasonably be required in any such contest and, if reasonably requested by Lessee or if Lessor so desires, Lessor shall join as a party therein. Lessee shall indemnify and save Lessor harmless against any liability, cost or expense of any kind that may be imposed upon Lessor in connection with any such contest and any loss resulting therefrom.

Permitted Contests. LesseeTenant, on its own or on LessorLandlord's behalf ------------------ (or in LessorLandlord's name), but at LesseeTenant's expense, may contest, by appropriate legal proceedings conducted in good faith and with due diligence, the amount, amount or validity or application, in whole or in part, of any Imposition, Legal Requirement, Insurance Requirement, Imposition or any legal requirement or insurance requirement or any lien, attachment, levy, encumbrance, charge or claim not otherwise permitted by Article XI, provided that 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 Landlord and from the subject Leased Property, ; (b) neither the subject 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 Requirementlegal requirement, Lessor Landlord 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 Fifty Twenty Five Thousand Dollars ($50,00025,000), then, in any such event, (i) provided the Consolidated Net Worth of Lessee and/or Guarantors is then in excess of Fifty Million Dollars ($50,000,000), Lessee Tenant shall deliver to Lessor an Officer's Certificate to the effect set forth in clauses (a), (b) and (c), to the extent applicable, or (ii) in the event the Consolidated Net Worth of Lessee and/or Guarantors is not then in excess of Fifty Million Dollars ($50,000,000), then Lessee shall deliver to Lessor Landlord and its counsel an opinion of LesseeTenant'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 legal requirement and/or an Imposition, lien, encumbrance encumbrance, or charge, Lessee Tenant shall give such reasonable security as may be demanded by Lessor Landlord to insure ultimate payment of the same and to prevent any sale or forfeiture of the affected portion of the a subject Leased Property or the Rent in respect thereof by reason of such non-payment nonpayment or non-compliancenoncompliance; provided, however, the provisions of this Article XII Section shall not be construed to permit Lessee 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 the basis for the assertion of any other claim) or any other sums payable by Lessee Tenant to Lessor Landlord hereunder, ; (f) in the case of an Insurance Requirementinsurance requirement, the coverage required by Article XIII IV shall be maintained, ; and (g) if such contest be finally resolved against Lessor Landlord or LesseeTenant, Lessee Tenant shall, as Additional Charges Rent 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 legal requirement or Insurance Requirementinsurance requirement. LessorLandlord, at LesseeTenant's expense, shall execute and deliver to Lessee Tenant such authorizations and other documents as may be reasonably be required in any such contest contest, and, if reasonably requested by Lessee Tenant or if Lessor Landlord so desires, Lessor Landlord shall join as a party therein. Lessee shall Tenant hereby agrees to indemnify and save Lessor hold harmless Landlord, its officers, trustees, employees, shareholders, affiliates and agents from and against any and all demands, claims, causes of action, fines, penalties, damages (including punitive and consequential damages), losses, liabilities (including strict liability), cost or expense of any kind judgments, costs and expenses (including, without limitation, attorneys' fees, court costs, and the costs set forth in Section 9.06) that may be imposed upon Lessor incurred in connection with or arise from any such contest and any loss resulting therefromcontest.

Permitted Contests. After obtaining prior written approval from Lessor, not to be unreasonably withheld, conditioned or delayed, Lessee, on its own or on Lessor's behalf (or in Lessor's name), but at Lessee's ’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 PropertyProperty (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 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 ($50,000250,000.00), then, in any such event, (i) provided the Consolidated Net Worth of Lessee and/or Guarantors is then in excess of Fifty Million Dollars ($50,000,000), applicable Facility Lessee shall deliver to Lessor an Officer's Certificate to a certification from a duly authorized officer of the effect applicable Facility Lessee regarding the matters set forth in clauses (a), (b) and (c), to the extent applicableapplicable (it being understood if the relevant amount involved in such contest (or the potential loss) is less than such amount, or (ii) in the event the Consolidated Net Worth of Lessee and/or Guarantors no such certification is not then in excess of Fifty Million Dollars ($50,000,000required), then Lessee shall deliver to Lessor and its counsel an opinion of Lessee'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, Lessee shall give such reasonable security as may be demanded by Lessor to insure ultimate payment of the same and to prevent any sale or forfeiture of the affected portion of the Leased Property or the Rent by reason of such non-payment or non-compliance; provided, however, the 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 authorizations and other documents as may reasonably be required in any such contest and, if reasonably requested by Lessee or if Lessor so desires, Lessor shall join as a party therein. Lessee shall indemnify and save Lessor harmless against any liability, cost or expense of any kind that may be imposed upon Lessor in connection with any such contest and any loss resulting therefrom.Insurance

Permitted Contests. LesseeTenant, upon prior written notice to Landlord (except that no such notice shall be required to be given by Tenant to Landlord pursuant to this Article XII with respect to matters not exceeding Five Million and No/100 Dollars ($5,000,000.00)), on its own or on Lessor's behalf (or in Lessor's Landlord’s name), but at Lessee's Tenant’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 licensure or certification decision (including pursuant to any Gaming Regulation), imposition of any disciplinary action, including both monetary and nonmonetary, pursuant to any Gaming Regulation, Imposition, Legal Requirement, Insurance Requirement, lien, attachment, levy, encumbrance, charge or claim not otherwise permitted by Article XIclaim; provided, provided that (ai) 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 Landlord and from the Leased Property, ; (bii) neither the Leased Property nor or any portion thereof, the Rent therefrom nor any part thereof or interest therein in either thereof would be in any immediate danger of being sold, forfeited, attached or lost, lost pending the outcome of such proceedings; (ciii) in the case of a Legal Requirement, Lessor neither Landlord nor Tenant would not be in any immediate imminent danger of criminal or material 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 Fifty Thousand Dollars ($50,000), then, in any such event, (i) provided the Consolidated Net Worth of Lessee and/or Guarantors is then in excess of Fifty Million Dollars ($50,000,000), Lessee shall deliver to Lessor an Officer's Certificate to the effect set forth in clauses (a), (b) and (c), to the extent applicable, or (ii) in the event the Consolidated Net Worth of Lessee and/or Guarantors is not then in excess of Fifty Million Dollars ($50,000,000), then Lessee shall deliver to Lessor and its counsel an opinion of Lessee's counsel to the effect set forth in clauses (a), (b) and (c), to the extent applicable, (eiv) in the case of a Legal Requirement and/or an Requirement, Imposition, lien, encumbrance or charge, Lessee Tenant shall give such reasonable deliver to Landlord security in the form of cash, cash equivalents or a Letter of Credit, if and as may be demanded reasonably required by Lessor Landlord to insure ultimate payment of the same and to prevent any sale or forfeiture of the affected portion of the Leased Property or any portion thereof or the Rent by reason of such non-payment or non-compliancenoncompliance; provided, however, the 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, (fv) in the case of an Insurance Requirement, the coverage required by Article XIII shall be maintained; (vi) upon Landlord’s request, Tenant shall keep Landlord reasonably informed as to the status of the proceedings; and (gvii) if such contest be finally resolved against Lessor Landlord or LesseeTenant, Lessee shall, as Additional Charges due hereunder, Tenant 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. LessorLandlord, at Lessee's Tenant’s expense, shall execute and deliver to Lessee Tenant such authorizations and other documents as may reasonably be required in any such contest contest, and, if reasonably requested by Lessee Tenant or if Lessor Landlord so desires, Lessor Landlord shall join as a party therein. Lessee The provisions of this Article XII shall indemnify not be construed to permit Tenant to contest the payment of Rent or any other amount (other than Impositions or Additional Charges contested in accordance herewith) payable by Tenant to Landlord hereunder. Tenant shall indemnify, defend, protect and save Lessor Landlord harmless from and against any liability, cost or expense of any kind that may be imposed upon Lessor Landlord in connection with any such contest and any loss resulting therefrom, except to the extent resulting from actions independently taken by Landlord (other than actions taken by Landlord at Tenant’s direction or with Tenant’s consent).

Permitted Contests. Lessee, on its own or on Lessor's behalf (or in Lessor's name), but 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 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, (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, 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 Fifty Thousand Dollars ($50,000), then, in any such event, (i) provided the Consolidated Net Worth of Lessee and/or Guarantors Guarantor is then in excess of Fifty Million Dollars ($50,000,000), Lessee shall deliver to Lessor an Officer's Certificate to the effect set forth in clauses (a), (b) and (c), to the extent applicable, or (ii) in the event the Consolidated Net Worth Work of Lessee and/or Guarantors Guarantor is not then in excess of Fifty Million Dollars ($50,000,000), then Lessee shall deliver to Lessor and its counsel an opinion of Lesseelessee'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, Lessee shall give such reasonable security as may be demanded by Lessor to insure ultimate payment of the same and to prevent any sale or forfeiture of the affected portion of the Leased Property or the Rent by reason of such non-payment or non-compliance; provided, however, the 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 authorizations and other documents as may reasonably be required in any such contest and, if reasonably requested by Lessee or if Lessor so desires, Lessor shall join as a party therein. Lessee shall indemnify and save Lessor harmless against any liability, cost or expense of any kind that may be imposed upon Lessor in connection with any such contest and any loss resulting therefrom.

Permitted Contests. LesseeAfter obtaining prior written approval from MPT, on its own the Borrower Parties, not to be unreasonably withheld, conditioned or on Lessor's behalf (or in Lessor's name)delayed, but at Lessee's the Borrower Parties’ 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 Imposition, Legal Requirement, Insurance Requirement, lien, attachment, levy, encumbrance, charge or claim not otherwise permitted by Article XIV, 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 MPT and from the Leased Real Property, ; (b) neither the Leased Real Property nor any Rent therefrom nor any part thereof or interest therein would would, as determined in MPT’s sole and absolute discretion, be in any immediate danger of being sold, forfeited, attached or lost, ; (c) in the case of a Legal Requirement, Lessor MPT would not be in any immediate danger whatsoever 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 ($50,000250,000.00), then, in any such event, (i) provided if the Consolidated Net Worth of Lessee and/or Guarantors the Borrower Parties and the Guarantor is then in excess of Fifty Million and No/100 Dollars ($50,000,00050,000,000.00), Lessee then the Borrower Parties shall deliver to Lessor MPT an Officer's ’s Certificate to the effect set forth in clauses (a), (b) and (c), to the extent applicable, or (ii) in the event the Consolidated Net Worth of Lessee and/or Guarantors is not then in excess of Fifty Million Dollars ($50,000,000), then Lessee shall deliver to Lessor and its counsel an opinion of Lessee'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, Lessee the Borrower Parties shall give such reasonable security as may be demanded by Lessor MPT to insure ultimate payment of the same and to prevent any sale or forfeiture of the affected portion of the Leased Real Property or the Rent by reason of such non-payment or non-compliance; provided, however, the provisions of this Article XII XVIII shall not be construed to permit Lessee the Borrower Parties to contest the payment of Rent the Loan Obligations (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 the Borrower Parties to Lessor MPT 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 MPT or Lesseethe Borrower Parties, Lessee the Borrower Parties 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. LessorMPT, at Lessee's the Borrower Parties’ expense, shall execute and deliver to Lessee the Borrower Parties such authorizations and other documents as may reasonably be required in any such contest and, if reasonably requested by Lessee the Borrower Parties or if Lessor MPT so desires, Lessor MPT shall join as a party therein. Lessee The Borrower Parties shall indemnify and save Lessor MPT harmless against any liability, cost or expense of any kind that may be imposed upon Lessor MPT in connection with any such contest and any loss resulting therefrom.

Permitted Contests. LesseeTenant, upon prior written notice to Landlord (except that no such notice shall be required to be given by Tenant to Landlord pursuant to this Article XII with respect to matters not exceeding Five Million and No/100 Dollars ($5,000,000.00)), on its own or on Lessor's behalf (or in Lessor's Landlord’s name), but at Lessee's Tenant’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 licensure or certification decision (including pursuant to any Gaming Regulation), imposition of any disciplinary action, including both monetary and nonmonetary, pursuant to any Gaming Regulation, Imposition, Legal Requirement, Insurance Requirement, lien, attachment, levy, encumbrance, charge or claim not otherwise permitted by Article XIclaim; provided, provided that that, (ai) 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 Landlord and from the Leased Property, ; (bii) neither the Leased Property nor or any portion thereof, the Rent therefrom nor any part thereof or interest therein in either thereof would be in any immediate danger of being sold, forfeited, attached or lost, lost pending the outcome of such proceedings; (ciii) in the case of a Legal Requirement, Lessor neither Landlord nor Tenant would not be in any immediate imminent danger of criminal or material 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 Fifty Thousand Dollars ($50,000), then, in any such event, (i) provided the Consolidated Net Worth of Lessee and/or Guarantors is then in excess of Fifty Million Dollars ($50,000,000), Lessee shall deliver to Lessor an Officer's Certificate to the effect set forth in clauses (a), (b) and (c), to the extent applicable, or (ii) in the event the Consolidated Net Worth of Lessee and/or Guarantors is not then in excess of Fifty Million Dollars ($50,000,000), then Lessee shall deliver to Lessor and its counsel an opinion of Lessee's counsel to the effect set forth in clauses (a), (b) and (c), to the extent applicable, (eiv) in the case of a Legal Requirement and/or an Requirement, Imposition, lien, encumbrance or charge, Lessee Tenant shall give such reasonable deliver to Landlord security in the form of cash, cash equivalents or a Letter of Credit, if and as may be demanded reasonably required by Lessor Landlord to insure ultimate payment of the same and to prevent any sale or forfeiture of the affected portion of the Leased Property or any portion thereof or the Rent by reason of such non-payment or non-compliancenoncompliance; provided, however, the 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, (fv) in the case of an Insurance Requirement, the coverage required by Article XIII shall be maintained; (vi) upon Landlord’s request, Tenant shall keep Landlord reasonably informed as to the status of the proceedings; and (gvii) if such contest be finally resolved against Lessor Landlord or LesseeTenant, Lessee shall, as Additional Charges due hereunder, Tenant 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. LessorLandlord, at Lessee's Tenant’s expense, shall execute and deliver to Lessee Tenant such authorizations and other documents as may reasonably be required in any such contest contest, and, if reasonably requested by Lessee Tenant or if Lessor Landlord so desires, Lessor Landlord shall join as a party therein. Lessee The provisions of this Article XII shall indemnify not be construed to permit Tenant to contest the payment of Rent or any other amount (other than Impositions or Additional Charges contested in accordance herewith) payable by Tenant to Landlord hereunder. Tenant shall indemnify, defend, protect and save Lessor Landlord harmless from and against any liability, cost or expense of any kind that may be imposed upon Lessor Landlord in connection with any such contest and any loss resulting therefrom, except to the extent resulting from actions independently taken by Landlord (other than actions taken by Landlord at Tenant’s direction or with Tenant’s consent).

Permitted Contests. After obtaining prior written approval from Lessor, not to be unreasonably withheld, conditioned or delayed, Lessee, on its own or on Lessor's behalf (or in Lessor's name), but at Lessee's ’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 PropertyProperty (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 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 Xxxx in excess of Two Hundred Fifty Thousand and No/100 Dollars ($50,000250,000.00), then, in any such event, (i) provided the Consolidated Net Worth of Lessee and/or Guarantors is then in excess of Fifty Million Dollars ($50,000,000), applicable Facility Lessee shall deliver to Lessor an Officer's Certificate to a certification from a duly authorized officer of the effect applicable Facility Lessee regarding the matters set forth in clauses (a), (b) and (c), to the extent applicableapplicable (it being understood if the relevant amount involved in such contest (or the potential loss) is Jess than such amount, or (ii) in the event the Consolidated Net Worth of Lessee and/or Guarantors no such certification is not then in excess of Fifty Million Dollars ($50,000,000required), then Lessee shall deliver to Lessor and its counsel an opinion of Lessee'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, Lessee shall give such reasonable security as may be demanded by Lessor to insure ultimate payment of the same and to prevent any sale or forfeiture of the affected portion of the Leased Property or the Rent by reason of such non-payment or non-compliance; provided, however, the 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 ’s expense, shall execute and deliver to Lessee such authorizations and other documents as may reasonably be required in any such contest and, if reasonably requested by Lessee or if Lessor so desires, Lessor shall join as a party therein. Lessee shall indemnify and save hold Lessor harmless against any liability, cost or expense of any kind that may be imposed upon Lessor in connection with any such contest and any loss resulting therefrom.

Permitted Contests. After obtaining prior written approval from Lessor, Lessee, on its own or on Lessor's behalf (or in Lessor's name), but 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 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, (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, 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 Fifty Thousand Dollars ($50,000), then, in any such event, (i) provided the Consolidated Net Worth of Lessee and/or Guarantors is then in excess of Fifty Million Dollars ($50,000,000), Lessee shall deliver to Lessor an Officer's Certificate to the effect set forth in clauses (a), (b) and (c), to the extent applicable, or (ii) in the event the Consolidated Net Worth of Lessee and/or Guarantors is not then in excess of Fifty Million Dollars ($50,000,000), then Lessee shall deliver to Lessor and its counsel an opinion of Lessee'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, Lessee shall give such reasonable security as may be demanded by Lessor to insure ultimate payment of the same and to prevent any sale or forfeiture of the affected portion of the Leased Property or the Rent by reason of such non-payment or non-compliance; provided, however, the 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 authorizations and other documents as may reasonably be required in any such contest and, if reasonably requested by Lessee or if Lessor so desires, Lessor shall join as a party therein. Lessee shall indemnify and save Lessor harmless against any liability, cost or expense of any kind that may be imposed upon Lessor in connection with any such contest and any loss resulting therefrom.

Permitted Contests. LesseeTenant, on its own or on LessorLandlord's behalf (or in LessorLandlord's name), but at LesseeTenant's expense, may contest, by appropriate legal proceedings conducted in good faith and with due diligence, the amount, amount or validity or application, in whole or in part, of any Imposition, Imposition or any Legal Requirement, Requirement or Insurance Requirement, Requirement or any 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 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, Lessor Landlord 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 Fifty Thousand Dollars ($50,000)) Dollars, then, in any such event, (i) provided the Consolidated Net Worth of Lessee and/or Guarantors is then in excess of Fifty Million Dollars ($50,000,000), Lessee Tenant shall deliver to Lessor an Officer's Certificate to the effect set forth in clauses (a), (b) and (c), to the extent applicable, or (ii) in the event the Consolidated Net Worth of Lessee and/or Guarantors is not then in excess of Fifty Million Dollars ($50,000,000), then Lessee shall deliver to Lessor Landlord and its counsel an opinion of LesseeTenant's counsel to the effect set forth in clauses (a), (b) and (c), to the extent applicable; provided however, that the requirement of delivery of such opinion of Tenant's counsel may be waived by the Landlord upon prior written request of the Tenant, (e) in the case of a Legal Requirement and/or an Imposition, lien, encumbrance or charge, Lessee Tenant shall give such reasonable security as may be demanded by Lessor Landlord to insure ultimate payment of the same and to prevent any sale or forfeiture of the affected portion of the Leased Property or the Rent by reason of such non-payment or non-compliance; noncompliance, provided, however, the provisions of this Article XII shall not be construed to permit Lessee 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 the basis for the assertion of any other claim) or any other sums payable by Lessee Tenant to Lessor Landlord 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 Landlord or LesseeTenant, Lessee Tenant 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. LessorLandlord, at LesseeTenant's expense, shall execute and deliver to Lessee Tenant such authorizations and other documents as may reasonably be required in any such contest contest, and, if reasonably requested by Lessee Tenant or if Lessor Landlord so desires, Lessor Landlord shall join as a party therein. Lessee Tenant shall indemnify indemnify, defend, and save Lessor Landlord harmless against any liability, cost or expense of any kind that may be imposed upon Lessor Landlord in connection with any such contest and any loss resulting therefrom.

Permitted Contests. After obtaining prior written approval from Lessor, not to be unreasonably withheld, conditioned or delayed, Lessee, on its own or on Lessor's behalf (or in Lessor's name), but 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 Imposition, Legal Requirement, Insurance Requirement, lien, attachment, levy, encumbrance, charge or claim (but expressly excluding any amounts payable to Lessor or Rent or other sums payable by Lessee to Lessor) 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, ; (b) neither the Leased Property nor any Rent therefrom nor any part thereof or interest therein would would, as determined in Lessor's sole and absolute discretion, be in any immediate danger whatsoever of being sold, forfeited, attached or lost, ; (c) in the case of a Legal Requirement, Lessor would not be in any immediate danger whatsoever of civil or criminal liability for failure to comply therewith pending the outcome of such proceedings, ; and (d) in the event that any such contest shall involve a sum of money or potential loss in excess of Fifty Thousand Dollars ($50,000), then, in any such event, (i) provided the Consolidated Net Worth of Lessee and/or Guarantors is then in excess of Fifty Million Dollars ($50,000,000), Lessee shall deliver to Lessor an Officer's Certificate Allocated Lease Base relating to the effect set forth in clauses (a), (b) and (c), to the extent applicable, or (ii) in the event the Consolidated Net Worth of Lessee and/or Guarantors is not then in excess of Fifty Million Dollars ($50,000,000), then Lessee shall deliver to Lessor and its counsel an opinion of Lessee'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 chargeparticular Facility, Lessee shall give such reasonable security as may be demanded by Lessor to insure ultimate payment of the same and to prevent any sale or forfeiture of the affected portion of the Leased Property or the Rent by reason of such non-payment or non-compliance; provided, however, the 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 authorizations and other documents as may reasonably be required in any such contest and, if reasonably requested by Lessee or if Lessor so desires, Lessor shall join as a party therein. Lessee shall indemnify and save Lessor harmless against any liability, cost or expense of any kind that may be imposed upon Lessor in connection with any such contest and any loss resulting therefromsame.

Permitted Contests. Lessee, on its own or on Lessor's behalf (or in Lessor's name)behalf, but at Lessee's expense, may contest, by appropriate legal proceedings conducted in good faith and with due diligence, the amount, amount or validity or application, in whole or in part, of any Imposition, Imposition or any Legal Requirement, Requirement or Insurance Requirement, Requirement or any lien, attachment, levy, encumbrance, charge or claim not otherwise permitted by Article XISection 12.1, 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 and/or from the Leased Property, (b) neither the Leased Property nor any Rent rent therefrom nor any part thereof or interest therein would be in any immediate danger of being sold, forfeited, attached terminated, canceled 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 Fifty Thousand Dollars ($50,000), then, in any such event, (i) provided the Consolidated Net Worth of Lessee and/or Guarantors is then in excess of Fifty Million Dollars ($50,000,000), Lessee shall deliver to Lessor an Officer's Certificate to the effect set forth in clauses (a), (b) and (c), to the extent applicable, or (ii) in the event the Consolidated Net Worth of Lessee and/or Guarantors is not then in excess of Fifty Million Dollars ($50,000,000), then Lessee shall deliver to Lessor and its counsel an opinion of Lessee'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, Lessee shall give such reasonable security as may be demanded by Lessor or Lessor's Assignees, if any, to insure ultimate payment of the same same, including, without limitation, all interest and penalties thereon, and to prevent any sale or forfeiture of the affected portion of Leased Property, the Leased Property or the Basic Rent and any Additional Rent by reason of such non-payment or non-compliance; noncompliance, provided, however, Lessee is not permitted to contest, and the provisions of this Article XII Section shall not be construed to permit Lessee to contest contest, the payment of Basic Rent, Additional 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, (fe) 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 authorizations and other documents as may reasonably be required in any such contest and, if reasonably requested by Lessee or if Lessor so desires, Lessor shall join as a party therein. Lessee shall indemnify and save Lessor harmless against any liability, cost or expense of any kind that may be imposed upon Lessor in connection with any such contest and any loss resulting therefrom.Insurance

Permitted Contests. After obtaining prior written approval from Lessor, not to be unreasonably withheld, conditioned or delayed, Lessee, on its own or on Lessor's behalf (or in Lessor's name), but at Lessee's ’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 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 PropertyProperty (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 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 Fifty Thousand One Million and No/100 Dollars ($50,0001,000,000.00), then, in any such event, (i) provided the Consolidated Net Worth of Lessee and/or Guarantors is then in excess of Fifty Million Dollars ($50,000,000), applicable Facility Lessee shall deliver to Lessor an Officer's ’s Certificate to from a duly authorized officer of the effect applicable Facility Lessee regarding the matters set forth in clauses (a), (b) and (c), to the extent applicableapplicable (it being understood if the relevant amount involved in such contest (or the potential loss) is less than such amount, or (ii) in the event the Consolidated Net Worth of Lessee and/or Guarantors no such certification is not then in excess of Fifty Million Dollars ($50,000,000required), then Lessee shall deliver to Lessor and its counsel an opinion of Lessee'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 chargecharge involving potential loss in excess of One Million and No/100 Dollars ($1,000,000.00), Lessee shall give such reasonable security as may be demanded by Lessor to insure ultimate payment of the same and to prevent any sale or forfeiture of the affected portion of the Leased Property or the Rent by reason of such non-payment or non-compliance; provided, however, the 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 ’s expense, shall execute and deliver to Lessee such authorizations and other documents as may reasonably be required in any such contest and, if reasonably requested by Lessee or if Lessor so desires, Lessor shall join as a party therein. Lessee shall indemnify and save hold Lessor harmless against any liability, cost or expense of any kind that may be imposed upon Lessor in connection with any such contest and any loss resulting therefrom.

Permitted Contests. Lessee, upon prior written notice to Lessor, on its own or on Lessor's behalf (or in Lessor's ’s name), but at Lessee's ’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 licensure or certification decision, Imposition, Legal Requirement, Insurance Requirement, lien, attachment, levy, encumbrance, charge or claim not otherwise permitted by Article XIclaim; subject, provided however, to the further requirement that (ai) 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, Property or any Capital Addition thereto; (bii) neither the Leased Property nor or any Capital Addition thereto, the Rent therefrom nor any part thereof or interest therein in either thereof would be in any immediate danger of being sold, forfeited, attached or lost, lost pending the outcome of such proceedings; (ciii) in the case of a Legal Requirement, neither Lessor nor Lessee would not be in any immediate danger of civil or criminal liability for failure to comply therewith pending the outcome of such proceedings, ; (div) in the event that if any such contest shall involve a sum of money or potential loss in excess of Fifty Thousand Dollars ($50,000), then, in any such event, (i) provided the Consolidated Net Worth of Lessee and/or Guarantors is then in excess of Fifty Million Dollars ($50,000,000), Lessee shall deliver to Lessor an Officer's Certificate to the effect set forth in clauses (a), (b) and (c), to the extent applicable, or (ii) in the event the Consolidated Net Worth of Lessee and/or Guarantors is not then in excess of Fifty Million Dollars ($50,000,000), then Lessee shall deliver to Lessor and its counsel an opinion of Lessee's legal counsel reasonably acceptable to Lessor to the effect set forth in clauses (ai), (bii) and (c)iii) above, to the extent applicable, ; (ev) in the case of a Legal Requirement and/or an Requirement, Imposition, lien, encumbrance or charge, Lessee shall give such reasonable security as may be demanded required by Lessor to insure ultimate payment of the same and to prevent any sale or forfeiture of the affected portion of the Leased Property or any Capital Addition thereto or the Rent by reason of such non-payment nonpayment or non-compliancenoncompliance; provided, however, the provisions of this Article XII shall not be construed to permit Lessee to contest the payment of Rent and (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, (fvi) in the case of an Insurance Requirement, the coverage required by Article XIII shall be maintained, and (g) if . If any such contest be is finally resolved against Lessor or Lessee, Lessee shall, as Additional Charges 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. Lessor, at Lessee's Lxxxxx’s expense, shall execute and deliver to Lessee such authorizations and other documents as may reasonably be required in any such contest contest, and, if reasonably requested by Lessee or if Lessor so desires, Lessor shall join as a party therein. The provisions of this Article XII shall not be construed to permit Lessee to contest the payment of Rent or any other amount payable by Lxxxxx to Lessor hereunder. Lessee shall indemnify indemnify, defend, protect and save Lessor Lxxxxx harmless from and against any liability, cost or expense of any kind that may be imposed upon Lessor in connection with any such contest and any loss resulting therefrom.

Permitted Contests. LesseeTenant, upon prior written notice to Landlord (except that no such notice shall be required to be given by Tenant to Landlord with respect to matters not exceeding Five Million and No/100 Dollars ($5,000,000.00)), on its own or on Lessor's behalf (or in Lessor's Landlord’s name), but at Lessee's Tenant’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 licensure or certification decision (including pursuant to any Gaming Regulation), imposition of any disciplinary action, including both monetary and nonmonetary, pursuant to any Gaming Regulation, Imposition, Legal Requirement, Insurance Requirement, lien, attachment, levy, encumbrance, charge or claim not otherwise permitted by Article XIclaim; provided, provided that (ai) in the case 102 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 Landlord and from the Leased Property, ; (bii) neither the Leased Property nor or any portion thereof, the Rent therefrom nor any part thereof or interest therein in either thereof would be in any immediate danger of being sold, forfeited, attached or lost, lost pending the outcome of such proceedings; (ciii) in the case of a Legal Requirement, Lessor neither Landlord nor Tenant would not be in any immediate imminent danger of criminal or material 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 Fifty Thousand Dollars ($50,000), then, in any such event, (i) provided the Consolidated Net Worth of Lessee and/or Guarantors is then in excess of Fifty Million Dollars ($50,000,000), Lessee shall deliver to Lessor an Officer's Certificate to the effect set forth in clauses (a), (b) and (c), to the extent applicable, or (ii) in the event the Consolidated Net Worth of Lessee and/or Guarantors is not then in excess of Fifty Million Dollars ($50,000,000), then Lessee shall deliver to Lessor and its counsel an opinion of Lessee's counsel to the effect set forth in clauses (a), (b) and (c), to the extent applicable, (eiv) in the case of a Legal Requirement and/or an Requirement, Imposition, lien, encumbrance or charge, Lessee Tenant shall give such reasonable deliver to Landlord security in the form of cash, cash equivalents or a Letter of Credit, if and as may be demanded reasonably required by Lessor Landlord to insure ultimate payment of the same and to prevent any sale or forfeiture of the affected portion of the Leased Property or any portion thereof or the Rent by reason of such non-payment or non-compliancenoncompliance; provided, however, the 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, (fv) in the case of an Insurance Requirement, the coverage required by Article XIII shall be maintained; (vi) upon Landlord’s request, Tenant shall keep Landlord reasonably informed as to the status of the proceedings; and (gvii) if such contest be finally resolved against Lessor Landlord or LesseeTenant, Lessee shall, as Additional Charges due hereunder, Tenant 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. LessorLandlord, at Lessee's Tenant’s expense, shall execute and deliver to Lessee Tenant such authorizations and other documents as may reasonably be required in any such contest contest, and, if reasonably requested by Lessee Tenant or if Lessor Landlord so desires, Lessor Landlord shall join as a party therein. Lessee The provisions of this Article XII shall indemnify not be construed to permit Tenant to contest the payment of Rent or any other amount (other than Impositions or Additional Charges contested in accordance herewith) payable by Tenant to Landlord hereunder. Tenant shall indemnify, defend, protect and save Lessor Landlord harmless from and against any liability, cost or expense of any kind that may be imposed upon Lessor Landlord in connection with any such contest and any loss resulting therefrom, except to the extent resulting from actions independently taken by Landlord (other than actions taken by Landlord at Tenant’s direction or with Tenant’s consent).