BE OBSERVED AND COMPLIED WITH) ALL
APPLICABLE LAWS RELATING TO THE USE, MAINTENANCE AND DISPOSAL OF HAZARDOUS
SUBSTANCES AND ALL ORDERS OR DIRECTIVES FROM ANY OFFICIAL, COURT OR AGENCY OF
COMPETENT JURISDICTION RELATING TO THE USE OR MAINTENANCE OR REQUIRING THE
REMOVAL, TREATMENT, CONTAINMENT OR OTHER DISPOSITION THEREOF, AND (E) PAY OR
OTHERWISE DISPOSE (OR CAUSE TO BE PAID OR OTHERWISE DISPOSED) OF ANY FINE,
CHARGE OR IMPOSITION RELATED THERETO, UNLESS TENANT OR ANY MANAGER SHALL CONTEST
THE SAME IN GOOD FAITH AND BY APPROPRIATE PROCEEDINGS AND THE RIGHT TO USE AND
THE VALUE OF ANY OF THE LEASED PROPERTY IS NOT MATERIALLY AND ADVERSELY AFFECTED
THEREBY.
If, at any time prior to the termination of this Agreement, Hazardous Substances
(other than those maintained in accordance with Applicable Laws) are discovered
on any Property, subject to Tenant's right to contest the same in accordance
with Article 8, Tenant shall take (and shall cause to be taken) all actions and
incur any and all expenses, as are required by any Government Agency and by
Applicable Law, (i) to clean up and remove from and about such Property all
Hazardous Substances thereon, (ii) to contain and prevent any further release or
threat of release of Hazardous Substances on or about such Property and (iii) to
use good faith efforts to eliminate any further release or threat of release of
Hazardous Substances on or about such Property.
4.4.2
INDEMNIFICATION OF LANDLORD.
TENANT SHALL PROTECT,
INDEMNIFY AND HOLD HARMLESS LANDLORD AND EACH FACILITY MORTGAGEE, THEIR
TRUSTEES, OFFICERS, AGENTS, EMPLOYEES AND BENEFICIARIES, AND ANY OF THEIR
RESPECTIVE SUCCESSORS OR ASSIGNS WITH RESPECT TO THIS AGREEMENT (COLLECTIVELY,
THE "INDEMNITEES"
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AND, INDIVIDUALLY, AN "INDEMNITEE") FOR, FROM AND AGAINST ANY AND ALL DEBTS,
LIENS, CLAIMS, CAUSES OF ACTION, ADMINISTRATIVE ORDERS OR NOTICES, COSTS, FINES,
PENALTIES OR EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEY'S FEES
AND EXPENSES) IMPOSED UPON, INCURRED BY OR ASSERTED AGAINST ANY INDEMNITEE
RESULTING FROM, EITHER DIRECTLY OR INDIRECTLY, THE PRESENCE IN, UPON OR UNDER
THE SOIL OR GROUND WATER OF ANY PROPERTY OR ANY PROPERTIES SURROUNDING SUCH
PROPERTY OF ANY HAZARDOUS SUBSTANCES IN VIOLATION OF ANY APPLICABLE LAW, EXCEPT
TO THE EXTENT THE SAME ARISE FROM THE ACTS OR OMISSIONS OF LANDLORD OR ANY OTHER
INDEMNITEE OR DURING ANY PERIOD THAT LANDLORD OR A PERSON DESIGNATED BY LANDLORD
(OTHER THAN TENANT) IS IN POSSESSION OF SUCH PROPERTY FROM AND AFTER THE DATE
HEREOF.
TENANT'S DUTY HEREIN INCLUDES, BUT IS NOT LIMITED TO, COSTS ASSOCIATED
WITH PERSONAL INJURY OR PROPERTY DAMAGE CLAIMS AS A RESULT OF THE PRESENCE PRIOR
TO THE EXPIRATION OR SOONER TERMINATION OF THE TERM AND THE SURRENDER OF SUCH
PROPERTY TO LANDLORD IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT OF HAZARDOUS
SUBSTANCES IN, UPON OR UNDER THE SOIL OR GROUND WATER OF SUCH PROPERTY IN
VIOLATION OF ANY APPLICABLE LAW.
UPON NOTICE FROM LANDLORD AND ANY OTHER OF THE
INDEMNITEES, TENANT SHALL UNDERTAKE THE DEFENSE, AT TENANT'S SOLE COST AND
EXPENSE, OF ANY INDEMNIFICATION DUTIES SET FORTH HEREIN, IN WHICH