OF USE OF THE PREMISES (OTHER
THAN ARISING OUT OF THE MERE USE OF THE PREMISES AS GENERAL, ADMINISTRATIVE AND
EXECUTIVE OFFICES), (II) THE MANNER OF CONDUCT OF TENANT'S BUSINESS OR OPERATION
OF ITS INSTALLATIONS, EQUIPMENT OR OTHER PROPERTY THEREIN (OTHER THAN ARISING
OUT OF THE MERE USE OF THE PREMISES AS GENERAL, ADMINISTRATIVE AND EXECUTIVE
OFFICES), (III) ANY CAUSE OR CONDITION CREATED BY OR AT THE INSTANCE OF TENANT,
(IV) ANY ALTERATIONS, OR (V) THE BREACH OF ANY OF TENANT'S OBLIGATIONS
HEREUNDER, WHETHER OR NOT SUCH COMPLIANCE REQUIRES WORK WHICH IS STRUCTURAL OR
NON-STRUCTURAL, ORDINARY OR EXTRAORDINARY, FORESEEN OR UNFORESEEN.
TENANT SHALL
PAY ALL THE COSTS, EXPENSES, FINES, PENALTIES AND DAMAGES WHICH MAY BE IMPOSED
UPON LANDLORD OR ANY SUPERIOR LESSOR BY REASON OF OR ARISING OUT OF TENANT'S
FAILURE TO FULLY AND PROMPTLY COMPLY WITH AND OBSERVE THE PROVISIONS OF THIS
SECTION 8.01.
WITHOUT LIMITING THE GENERALITY OF, BUT SUBJECT TO, THE
FOREGOING, IT IS SPECIFICALLY AGREED THAT TENANT SHALL COMPLY WITH ALL LAWS THAT
REQUIRE THE INSTALLATION, MODIFICATION OR MAINTENANCE WITHIN THE PREMISES OF
(A) ANY FIRE-RATED PARTITIONS, GAS, SMOKE, OR FIRE DETECTOR OR ALARM, ANY
EMERGENCY SIGNAGE OR LIGHTING SYSTEM, OR ANY SPRINKLER OR OTHER SYSTEM TO
EXTINGUISH FIRES OR (B) ANY HANDICAP FACILITIES.
HOWEVER, TENANT NEED NOT
COMPLY WITH ANY SUCH LAW OR
31
REQUIREMENT OF ANY PUBLIC AUTHORITY SO LONG AS TENANT SHALL BE CONTESTING THE
VALIDITY THEREOF, OR THE APPLICABILITY THEREOF TO THE PREMISES, IN ACCORDANCE
WITH SECTION 8.02 HEREOF.
LANDLORD, AT ITS EXPENSE, SHALL COMPLY WITH ALL OTHER
SUCH LEGAL REQUIREMENTS AS SHALL AFFECT THE PREMISES OR ACCESS THERETO, BUT MAY
SIMILARLY DEFER COMPLIANCE SO LONG AS LANDLORD SHALL BE CONTESTING THE VALIDITY
OR APPLICABILITY THEREOF, PROVIDED THAT THE SAME SHALL NOT ADVERSELY AFFECT
TENANT'S USE OF OR ACCESS TO THE PREMISES.
8.02
TENANT, AT ITS EXPENSE, AFTER NOTICE TO LANDLORD, MAY CONTEST, BY
APPROPRIATE PROCEEDINGS PROSECUTED DILIGENTLY AND IN GOOD FAITH, THE VALIDITY,
OR APPLICABILITY TO THE PREMISES, OF ANY LAW OR REQUIREMENT OF ANY PUBLIC
AUTHORITY, PROVIDED THAT (A) LANDLORD SHALL NOT BE SUBJECT TO CRIMINAL PENALTY
OR TO PROSECUTION FOR A CRIME, OR ANY OTHER FINE OR CHARGE, NOR SHALL THE
PREMISES OR ANY PART THEREOF OR THE BUILDING OR LAND, OR ANY PART THEREOF, BE
SUBJECT TO BEING CONDEMNED, NOR SHALL THE BUILDING OR LAND, OR ANY PART THEREOF,
BE SUBJECTED TO ANY LIEN (UNLESS TENANT SHALL REMOVE SUCH LIEN BY BONDING OR
OTHERWISE) OR ENCUMBRANCE, BY REASON OF NON-COMPLIANCE OR OTHERWISE BY REASON OF
SUCH CONTEST; (B) TENANT SHALL INDEMNIFY LANDLORD AGAINST THE COST OF SUCH
CONTEST OR NON-COMPLIANCE AND AGAINST ALL LIABILITY FOR DAMAGES, INTEREST,
PENALTIES AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES AND EXPENSES),
RESULTING FROM OR INCURRED IN CONNECTION WITH SUCH CONTEST OR NON-COMPLIANCE;
(C) SUCH NON-COMPLIANCE OR CONTEST SHALL NOT CONSTITUTE OR RESULT IN ANY
VIOLATION OF ANY SUPERIOR LEASE OR SUPERIOR MORTGAGE, OR IF ANY SUCH SUPERIOR
LEASE AND/OR SUPERIOR MORTGAGE SHALL PERMIT SUCH NON-COMPLIANCE OR CONTEST ON
CONDITION OF THE TAKING