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such proceeding. Even if such lien, charge, or civil liability would be incurred by reason of <br />any such delay, Tenant may, with the prior written consent of Landlord, contest as aforesaid <br />and delay as aforesaid, provided that such contest or delay does not subject Landlord to <br />criminal liability, damages, or expense, and provided further that Tenant (i) furnishes to <br />Landlord security, reasonably satisfactory to Landlord, against any loss, damage, cost, <br />expense, or injury, including reasonably foreseeable attorneys' fees by reason of such contest <br />or delay; and (ii) prosecutes the contest with due diligence. <br />(b) Landlord shall not be required to join in any proceedings referred to in this <br />Section 20.1 unless the provisions of any Applicable Law shall require that such proceeding <br />be brought by and/or in the name of Landlord, in which event Landlord shall join in the <br />proceedings or permit the same to be brought in its name provided Tenant shall pay all <br />expenses in connection therewith, and provided Tenant shall indemnify and hold Landlord <br />harmless against all liabilities, damages, costs, and expenses in connection therewith. <br />Section 20.2 Final Determination <br />On final determination regarding any Imposition, Mechanics' Lien, or Governmental <br />Requirement, Tenant immediately shall pay any judgment rendered with all proper costs and <br />charges and shall have any lien, charge, or liability imposed, released or satisfied, as the <br />case may be, at Tenant's own expense, and if Tenant shall fail to do so, Landlord may, at its <br />option and upon five (5) days prior written notice to Tenant, immediately pay any such final <br />judgment, lien, charge, or liability and clear the Premises therefrom. If Tenant shall fail to <br />contest with due diligence the validity or amount of any Imposition, Mechanics' Lien, or <br />LEASE BETWEEN CITY OF SAN LEANDRO <br />AND SAN FRANCISCO BAY CONFERENCE RESORT PAGE 68 <br />2574001\313983.8 <br />