cause to be discharged any Encumbrances
attaching to such Lessor Improvements; or if in default for thirty (30) days
after written notice thereof from Lessee, Lessor shall reimburse Lessee any
amount or amounts paid by Lessee, including reasonable attorneys' fees and
expenses in causing the removal of such Encumbrances. Nothing herein contained,
however, shall require Lessee to discharge such Encumbrances except in its own
discretion. Lessor shall, however, have the right to contest any such
Encumbrances or claim for Encumbrances provided it shall serve notice upon
Lessee of its election to contest the same prior to Lessee making any payments
or incurring any attorneys' fees or expenses; and in such case, Lessor shall not
be in default with respect thereto and Lessee shall not have the right to make
any payments for the removal of such Encumbrances until such contest by Lessor
shall have terminated.
9.5
Intentionally Omitted.
10.
Waiver and Indemnity.
10.1
LESSEE HEREBY WAIVES ALL CLAIMS, RIGHTS OF RECOVERY AND CAUSES OF
ACTION THAT LESSEE OR ANY PARTY CLAIMING BY, THROUGH OR UNDER LESSEE MAY NOW OR
HEREAFTER HAVE BY SUBROGATION OR OTHERWISE AGAINST LESSOR AND LESSOR'S
COMMISSIONERS, OFFICERS, DIRECTORS, PARTNERS, ATTORNEYS, AGENTS, AND EMPLOYEES
FOR ANY LOSS OR DAMAGE THAT MAY OCCUR TO ALL OR ANY PORTION OF THE BOND FINANCED
PROPERTY, BY REASON OF FIRE OR OTHER CASUALTY, OR BY REASON OF ANY OTHER CAUSE
EXCEPT LESSOR'S GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT (THUS EXPRESSLY
INCLUDING SIMPLE NEGLIGENCE OF LESSOR AND LESSOR'S COMMISSIONERS, OFFICERS,
DIRECTORS, PARTNERS, ATTORNEYS, AGENTS, AND EMPLOYEES).
10.2
LESSEE HEREBY ASSUMES ANY AND ALL LIABILITY FOR, AND AGREES TO DEFEND,
INDEMNIFY AND HOLD HARMLESS LESSOR AND LESSOR'S COMMISSIONERS, OFFICERS,
DIRECTORS, PARTNERS, ATTORNEYS, AGENTS, AND EMPLOYEES FROM AND AGAINST, ALL
LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, CLAIMS, ACTIONS, SUITS,
COSTS, EXPENSES AND DISBURSEMENTS (INCLUDING COURT COSTS AND REASONABLE
ATTORNEYS' FEES) RESULTING FROM (A) THE ISSUANCE, OFFERING, SALE, DELIVERY OR
PAYMENT OF THE SERIES 2016 BONDS OR THE INTEREST THEREON, THE INDENTURE AND ANY
OTHER DOCUMENTS ENTERED INTO IN CONNECTION THEREWITH AND ANY OBLIGATIONS IMPOSED
ON THE LESSOR THEREBY, (B) ANY INJURIES TO OR DEATH OF ANY PERSON, (C)
VIOLATIONS OF ANY JUDICIAL DECISIONS, ORDERS, INJUNCTIONS, WRITS, STATUTES,
RULINGS, RULES, REGULATIONS, REGULATORY OR ADMINISTRATIVE AGENCY DECISIONS,
PERMITS, CERTIFICATES OR ORDINANCES OF ANY GOVERNMENTAL AUTHORITY IN ANY WAY
APPLICABLE TO LESSEE OR THE BOND FINANCED PROPERTY, INCLUDING ZONING, FEDERAL
TAX MATTERS, ENVIRONMENTAL MATTERS OR THE IMPOSITIONS OF ANY REMEDIAL
OBLIGATIONS TO PROTECT HEALTH OR THE ENVIRONMENT (THE "LEGAL REQUIREMENTS"), OR
(D) ANY BUSINESS INTERRUPTIONS AND/OR INTERFERENCE, INCLUDING RAIL DEMURRAGE OR
ANY DAMAGE TO ANY PROPERTY OCCURRING DURING THE TERM OF THIS FACILITIES LEASE IN
OR AROUND THE BOND FINANCED PROPERTY OR LESSOR'S PROPERTY AND RELATED HERETO OR
AFTER THE LEASE HAS EXPIRED IF THE BUSINESS INTERRUPTION, BUSINESS INTERFERENCE,
OR DAMAGE WAS CAUSED BY AN ACT OR OMISSION OF LESSEE, ITS OFFICERS, DIRECTORS,
SHAREHOLDERS, PARTNERS, EMPLOYEES, AGENTS, CONTRACTORS OR INVITEES DURING THE
TERM OF THE LEASE, EXCEPT THAT LESSEE SHALL HAVE NO LIABILITY FOR OR OBLIGATION
TO DEFEND, INDEMNIFY