|
Section 6.5. [_n_nde._mnification; Hazardous Substanc_e.
<br /> (l) Tenant assumes all risks and iiabilities, whether or not covered by insurance, for
<br />lo.~;:~ or damage to the Project or any portion thereof and for injury to or death of'any person or
<br />damage to any property, in any manner arising out of or incident to any possession, use,
<br />operation or condition of the Project or any portion thereof, whether such injury or death be with
<br />respect to agents or employees of Tenant or of third parties, and whether such property damage
<br />be to Tenant's property or the property of others. To the maximum extent permitted by law,
<br />Tenant hereby assumes responsibility for and agrees to indemnify, protect, save and keep
<br />h~mless Landlord and the Trustee from and against any and all liabilities, obligations, losses,
<br />damages, penalties, claims, actions, costs and expenses (including reasonableattorney's fees) of
<br />~vhatsoever kind and nature, imposed on, incurred by or asserted against Landlord or the Trustee
<br />that in any way relate to or arise out of the possession, use, operation or condition of the Project
<br />or thc financing related thereto, unless caused by Landlord,.the Trustee or their agents.
<br /> (2) To the maximum extent permitted by law, the Tenant hereby agrees to defend,
<br /> indemnil~ and hold harmless Landlord, the Trustee and their officers, employees, agents,
<br /> succt:ssors and assigns (hereinafter collectively referred to as the "Indernnitees") from and
<br /> against, and shall reimburse each such Indemnitees for, any and all loss, claim, liability, damage,
<br /> jmlgment, penalty, injunctive relief, injury to person, property or natural resources, cost,
<br /> e×pense, action or cause of action arising in connection with or as the result of any past, present
<br /> or i5_tture existence, use, handling, storage, transportation, manufacture, release or disposal of any
<br /> t [az.~rdous Substance in, on or under the Land, whether foreseeable or unforeseeable, regardless
<br /> collectively referred to
<br /> o~: t}~ ~ source, the time of occurrence or the time of discovery (hereafter
<br /> as "Loss"). The foregoing indemnification against Loss includes, without limitation,
<br /> indemnification against all costs in law or in equity of removal, response, investigation, or
<br /> remediation of any kind, and disposal of such Hazardous Substances, all costs of determining
<br /> whether the Land is in compliance with, and of causing the Land to be in compliance with, all
<br /> applicable Environmental Laws, all costs associated with claims for damages to persons,
<br /> property, or natural resources, and the Inderrmitees' reasonable attorneys' and consultants' fees,
<br /> ,zourt costs and expenses incurred in connection with any thereof.
<br /> (3) The obligations of Tenant to indemnify the lnderrmitees shall survive satisfaction
<br /> and payment in full of the Bonds, or termination of this Lease or the Landlord or Trustee
<br /> reacquiring possession of the Land under the Ground Lease. The rights of the Indemnitees
<br /> hereunder shall be in addition to any other fights and remedies which the Indemnitees may have
<br /> against the Land and the Tenant under this Lease or any other document or at law or in equity.
<br /> (4) Notwithstanding anything in this Lease to the contrary, if Landlord should, after
<br /> subleasing the Land to the Tenant as provided herein, subsequently terminate the Lease and
<br /> reacquire possession of the Land under the Ground Lease (the date on which this event occurs
<br /> being the "Transfer Date"), the indemnifications described in this section shall not apply to any
<br /> Loss incm-red by Landlord or the Trustee as a direct result of affn-mative actions of Landlord or
<br /> [he Trustee after Landlord or the Trustee has acquired possession of the Land under the Ground
<br /> Lcase ii' such affirmative actions of the Landlord or the Trustee are the sole and direct cause of
<br /> thc introduction and initial reiease of a Hazardous Substance in, on or under the Land; provided,
<br /> _ht)wever_, that the Tenant shall bear the burden' of proof that the introduction and initial release of
<br />
<br />t 7639()8v I
<br />
<br />21
<br />
<br />37
<br />
<br />
<br />
|