NOT BE DEEMED TO CONSTITUTE OR PRECLUDE THE NECESSITY FOR OBTAINING
SUCH PARTY'S CONSENT, IN THE FUTURE, TO ALL SIMILAR REQUESTS.
NO EXPRESS OR
IMPLIED WAIVER BY A PARTY OF ANY DEFAULT ON THE PART OF THE OTHER PARTY SHALL IN
ANY WAY BE, OR BE CONSTRUED TO BE, A WAIVER OF ANY FUTURE OR SUBSEQUENT DEFAULT
ON THE PART OF SUCH OTHER PARTY.
SECTION 19.9.
ATTORNEYS' FEES.
IN THE EVENT THAT EITHER LESSOR OR LESSEE FAILS
TO PERFORM ANY OF ITS OBLIGATIONS UNDER THIS LEASE OR IN THE EVENT A DISPUTE
ARISES CONCERNING THE MEANING OR INTERPRETATION OF ANY PROVISION OF THIS LEASE,
THE DEFAULTING PARTY OR THE PARTY NOT PREVAILING IN SUCH DISPUTE, AS THE CASE
MAY BE, SHALL PAY ANY AND ALL COSTS AND EXPENSES INCURRED BY THE OTHER PARTY IN
ENFORCING OR ESTABLISHING ITS RIGHTS HEREUNDER, INCLUDING COURT COSTS, COSTS OF
ARBITRATION AND REASONABLE ATTORNEYS' FEES (SUBJECT TO THE FINAL SENTENCE OF THE
DEFINITION OF "ARBITRATION PROCEDURE").
SECTION 19.10.
LESSOR RIGHT TO REQUEST ESCROWS DURING CONTINUANCE OF EVENT OF
DEFAULT.
DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, LESSEE, ON NOT LESS
THAN TEN (10) BUSINESS DAYS' NOTICE FROM LESSOR, SHALL MAKE DEPOSITS TO A TRUST
ACCOUNT AT A QUALIFIED DEPOSITARY ON A MONTHLY BASIS OF 1/12TH OF THE ANNUAL
AMOUNT FOR WHICH LESSEE IS OBLIGATED HEREUNDER ON ACCOUNT OF COVERED TAXES AND
PREMIUMS TO PURCHASE THE INSURANCE REQUIRED UNDER ARTICLE XII. FOR SO LONG AS
LESSEE MAKES SUCH DEPOSITS, LESSOR SHALL BE RESPONSIBLE FOR APPLYING THE SAME TO
THE PAYMENT OF COVERED TAXES AND SUCH INSURANCE, AND LESSEE SHALL BE RELIEVED OF
ITS OBLIGATIONS HEREUNDER IN RESPECT THEREOF.
WITHIN TEN (10) BUSINESS DAYS
AFTER AN EVENT OF DEFAULT SHALL NO LONGER BE CONTINUING, LESSOR SHALL CAUSE SUCH
DEPOSITED AMOUNTS, LESS ANY PORTION THEREOF APPLIED TO THE PAYMENT OF COVERED
TAXES AND INSURANCE PREMIUMS IN ACCORDANCE WITH THE FOREGOING, TO BE RETURNED TO
LESSEE.
AS USED HEREIN, "QUALIFIED DEPOSITARY" SHALL MEAN A NATIONAL OR STATE
BANK SELECTED BY LESSOR AND HAVING A STANDARD AND POOR'S LONG-TERM UNSECURED
CREDIT RATING OF NOT LESS THAN "A" BY S&P AND A SHORT-TERM UNSECURED DEBT
OBLIGATION OR COMMERCIAL PAPER RATING OF NOT LESS THAN "A-1" BY S&P.
ARTICLE XX.
INDEMNITIES
SECTION 20.1.
GENERAL INDEMNIFICATION.
(A)
LESSEE AGREES TO ASSUME LIABILITY FOR, AND TO INDEMNIFY, PROTECT,
DEFEND, SAVE AND KEEP HARMLESS LESSOR AND MORTGAGEE, AND THEIR RESPECTIVE
MANAGERS, MEMBERS, PARTNERS, OFFICERS, EMPLOYEES AND DIRECTORS (COLLECTIVELY,
"INDEMNITEES") FROM AND AGAINST ANY AND ALL CLAIMS THAT MAY BE IMPOSED ON,
INCURRED BY OR ASSERTED AGAINST THE INDEMNITEES, ARISING OUT OF THE OPERATION,
POSSESSION, USE, MAINTENANCE, REPAIR OR ALTERATION OF THE PROPERTY OR THIS LEASE
PRIOR TO OR DURING THE TERM, INCLUDING ANY STRICT LIABILITY UNDER APPLICABLE
LAWS AND RESTRICTIONS AND INCLUDING ENVIRONMENTAL LAWS OR THE BREACH OF LESSEE'S
OBLIGATIONS HEREUNDER; INCLUDING CLAIMS ARISING PRIOR TO OR DURING THE TERM WITH
RESPECT TO:
31
(I)
ANY INJURY TO, OR THE DEATH OF, ANY PERSON OR ANY DAMAGE TO OR
LOSS OF PROPERTY,
(II)