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memory impaired resident; provided, however, that such occupancy and rent restrictions shall
<br /> terminate on a Permitted Transfer pursuant to Section 2.9(b).
<br /> Section 2.5 Taxes and Assessments
<br /> (a) Payment by Lessee. Lessee covenants and agrees during the entire Lease
<br /> Term, at its own cost and expense, to pay the public officers charged with their collection, as the
<br /> same become due and payable and before any fine, penalty, interest, or other charge may be
<br /> added to them for nonpayment, all real estate taxes, general and special, ordinary and
<br /> extraordinary, unforeseen as well as foreseen, of any kind and nature, made, assessed, levied or
<br /> imposed upon, or due and payable in connection with, or which become a lien upon, the Land,
<br /> the Improvements, or any part of the Land or Improvements, or upon this Lease, as well as
<br /> assessments for sidewalks, streets, sewers, water, or any other public improvements and any
<br /> other improvements or benefits which shall, during the Lease Term, be made, assessed, levied, or
<br /> imposed upon or become due and payable in connection with, or a lien upon the Land, the
<br /> Improvements; or any part of the Land or Improvements, or upon this Lease.
<br /> (b) Lessee's Right to Contest. If Lessee disputes any amount or validity of any
<br /> liens, taxes, assessments, or charges upon the Land or the Improvements, Lessee may contest and
<br /> defend against the same at its cost, and in good faith diligently conduct any necessary
<br /> proceedings in connection therewith to prevent and avoid the same; provided, however, that such
<br /> contest shall be prosecuted to a final conclusion as speedily as possible. Lessor agrees to render
<br /> to Lessee all reasonable assistance, at no expense to Lessor, in contesting the validity or amount
<br /> of any such liens, taxes, assessments or charges, including joining in the signing of any protests
<br /> or pleadings which Lessee may deem advisable to file; provided, however, that to the extent the
<br /> Lessor is a party whose action is being contested, the Lessor's assistance shall be at the discretion
<br /> of the Lessor. During any such contest, Lessee shall (by the payment or bonding of such liens,
<br /> disputed taxes, assessments or charges, if necessary) prevent any advertisement of tax sale, any
<br /> foreclosure of, or any divesting thereby of Lessor's title, reversion or other interest in or to the
<br /> Land.
<br /> Section 2.6 Definitions.
<br /> As used in this Article 2, the term "Transfer" means:
<br /> (a) Any total or partial sale, assignment or conveyance, or any trust or power,
<br /> or any transfer in any other mode or form, of or with respect to this Lease or of the Land or
<br /> Improvements or any part thereof or any interest therein or any contract or agreement to do any of
<br /> the same; or
<br /> (b) Any total or partial sale, assignment or conveyance, or any trust or power,
<br /> or any transfer in any other mode or form, of or with respect to any ownership interest in the
<br /> Lessee or any contract or agreement to do any of the same; or
<br /> (c) Any merger, consolidation, sale or lease of all or substantially all of the
<br /> assets of the Lessee; or
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