INSPECTIONS, AUDITS OR SITE ASSESSMENTS OF THE
LEASED PREMISES AND/OR OTHER PORTIONS OF THE AIRPORT THAT ARE USED OR ACCESSED
BY TENANT OR ITS SUBTENANTS TO BE PERFORMED SOLELY FOR THE BENEFIT OF AUTHORITY
BY THE AUTHORITY OR AN ENVIRONMENTAL CONSULTANT SELECTED BY THE AUTHORITY
("ENVIRONMENTAL AUDITS"), IN ORDER TO ASCERTAIN WHETHER THERE HAVE BEEN ANY
BREACHES OR VIOLATIONS OF TENANT'S COVENANTS AND OBLIGATIONS UNDER
SECTION 705(A) AND/OR (B) ABOVE, AND/OR ANY BREACHES OF TENANT'S COVENANTS AND
OBLIGATIONS UNDER SECTION 503(B) ABOVE (AS AND TO THE EXTENT, FOR PURPOSES OF
THIS SUBSECTION (D), THOSE COVENANTS AND OBLIGATIONS UNDER
SECTION 503(B) PERTAIN TO ENVIRONMENTAL MATTERS), AND/OR WHETHER THERE EXIST
AMOUNTS OF HAZARDOUS MATERIALS IN EXCESS OF THOSE AMOUNTS FOUND IN THE BASELINE
ENVIRONMENTAL AUDIT.
IF THE AUTHORITY ELECTS TO CONDUCT AN ENVIRONMENTAL AUDIT
PURSUANT TO SUBSECTION (II) ABOVE, THE AUTHORITY SHALL PROVIDE TENANT WITH
REASONABLE PRIOR WRITTEN NOTICE OF THE AUTHORITY'S INTENT TO CONDUCT THE
ENVIRONMENTAL AUDIT AND SHALL CAUSE THE ENVIRONMENTAL AUDIT TO BE CONDUCTED IN A
MANNER DESIGNED, TO THE EXTENT REASONABLY POSSIBLE, TO MINIMIZE DISRUPTION TO
TENANT'S BUSINESS AT THE LEASED PREMISES.
IF THE AUTHORITY DESIRES TO CONDUCT
AN ENVIRONMENTAL AUDIT PURSUANT TO SUBSECTION (III) ABOVE, THE AUTHORITY SHALL
(EXCEPT IN THE EVENT OF A TERMINATION OF THIS LEASE DUE TO AN EVENT OF DEFAULT
BY TENANT) COMMENCE THAT ENVIRONMENTAL AUDIT WITHIN FIVE (5) DAYS AFTER THE
EXPIRATION OR SOONER TERMINATION OF THIS LEASE. THE AUTHORITY MAY NOTIFY TENANT,
IN WRITING (THE "AUTHORITY'S NON-COMPLIANCE NOTICE"), THAT THE AUTHORITY
BELIEVES TENANT IS IN BREACH OF TENANT'S OBLIGATIONS UNDER SECTION 705(A) OR
(B), AND/OR UNDER SECTION 503(B) (WITH RESPECT TO, FOR PURPOSES OF THIS
SUBSECTION (D), ENVIRONMENTAL MATTERS).
ACTION TAKEN BY TENANT TO CURE A BREACH
OF SECTION 705(A) OR (B), AND/OR OF SECTION 503(B) (WITH RESPECT TO, FOR
PURPOSES OF THIS SUBSECTION (D), ENVIRONMENTAL MATTERS), SHALL BE SUBJECT TO THE
PRIOR WRITTEN APPROVAL OF THE AUTHORITY, SUCH APPROVAL NOT TO BE UNREASONABLY
WITHHELD OR DELAYED.
THE AUTHORITY OR TENANT MAY ALSO PROVIDE A COPY OF SUCH
ENVIRONMENTAL AUDITS AND/OR THE BASELINE ENVIRONMENTAL AUDIT TO ANY FEDERAL,
STATE OR LOCAL GOVERNMENTAL AGENCY HAVING JURISDICTION OVER THE LEASED PREMISES
OR HAZARDOUS MATERIALS, IF REQUIRED BY LAW OR COURT ORDER OR IF TENANT AND THE
AUTHORITY MUTUALLY AGREE TO DO SO (IN WHICH CASE NEITHER TENANT NOR THE
AUTHORITY SHALL UNREASONABLY REFUSE TO AGREE TO DO SO IF THE OTHER PARTY WISHES
TO DO SO).
50
(E)
TENANT SHALL INDEMNIFY, DEFEND AND HOLD
HARMLESS THE AUTHORITY, BAA, BAA USA, THE REDEVELOPMENT AUTHORITY, THE ITFA AND
THE COMMISSION, AND EACH AND ALL OF THEIR RESPECTIVE MEMBERS, DIRECTORS,
OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE "LANDLORD
INDEMNIFIED PARTIES") FROM AND AGAINST ANY AND ALL LIABILITIES FOR PERSONAL OR
BODILY INJURY, DEATH, OR PROPERTY DAMAGE INCURRED BY THE LANDLORD INDEMNIFIED
PARTIES OR ANY OF THEM TO THE EXTENT CAUSED BY A BREACH BY TENANT OR ITS
SUBTENANTS, OR THEIR RESPECTIVE EMPLOYEES, AGENTS, CONTRACTORS, OR INVITEES, OF
TENANT'S COVENANTS AND OBLIGATIONS SET FORTH IN