INSTALLED, BROUGHT UPON, STORED, USED, GENERATED OR RELEASED UPON, IN, UNDER OR
ABOUT THE PREMISES, THE BUILDING AND/OR THE BUILDING COMPLEX OR ANY PORTION
THEREOF BY TENANT OR ANY OF TENANT'S PARTIES.
TO THE FULLEST EXTENT PERMITTED
BY LAW, TENANT AGREES TO PROMPTLY INDEMNIFY, PROTECT, DEFEND AND HOLD HARMLESS
LANDLORD AND LANDLORD'S, MEMBERS, PARTNERS, OFFICERS, SHAREHOLDERS, DIRECTORS,
EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS (COLLECTIVELY, "LANDLORD INDEMNIFIED
PARTIES") FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, JUDGMENTS, SUITS, CAUSES
OF ACTION, LOSSES, LIABILITIES, PENALTIES, FINES, EXPENSES AND COSTS (INCLUDING,
WITHOUT LIMITATION, CLEAN-UP, REMOVAL, REMEDIATION AND RESTORATION COSTS, SUMS
PAID IN SETTLEMENT OF CLAIMS, ATTORNEYS' FEES, CONSULTANT FEES AND EXPERT FEES
AND COURT COSTS) WHICH ARISE OR RESULT FROM THE PRESENCE OF HAZARDOUS MATERIALS
ON, IN, UNDER OR ABOUT THE PREMISES, THE BUILDING OR ANY OTHER PORTION OF THE
BUILDING COMPLEX AND WHICH ARE CAUSED BY THE OPERATIONS OF TENANT OR ANY OF
TENANT'S PARTIES.
NOTWITHSTANDING THE FOREGOING, TENANT IS NOT REQUIRED TO
PROVIDE INDEMNIFICATION FOR OR DEFENSE AGAINST ANY CLAIMS TO THE EXTENT THAT ANY
REQUIREMENT FOR RESPONSE ACTION, OR THE COST OF ANY RESPONSE ACTION, IS CAUSED
OR CONTRIBUTED TO BY LANDLORD, LANDLORD INDEMNIFIED PARTIES, OTHER TENANTS, OR
THIRD-PARTIES.
IN ADDITION, PROVIDED THAT TENANT HAS COMPLIED WITH THE
PROVISIONS OF CLAUSES (X), AND (Y) ABOVE, TENANT IS NOT REQUIRED TO INDEMNIFY
LANDLORD'S INDEMNIFIED PARTIES FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES,
INCLUDING BUT NOT LIMITED TO, LOSS OF SALES OR RENTAL OPPORTUNITIES, LOST
PROFITS, LOST EMPLOYEE TIME, INCREASED MATERIAL HANDLING EXPENSES, INCREASED
TRANSPORTATION COSTS OR INTERFERENCE WITH OTHER TENANT OCCUPANCY.
IF TENANT
FAILS TO COMPLY WITH THE PROVISIONS OF CLAUSES (X) AND/OR (Y) ABOVE, TENANT WILL
INDEMNIFY LANDLORD FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES ONLY AFTER SUCH
DAMAGES ARE AWARDED BY A FINAL JUDGMENT OF A COURT OF COMPETENT JURISDICTION.
TENANT AGREES TO PROMPTLY NOTIFY LANDLORD OF ANY RELEASE OF HAZARDOUS MATERIALS
IN THE PREMISES, THE BUILDING OR ANY OTHER PORTION OF THE BUILDING COMPLEX WHICH
TENANT BECOMES AWARE OF DURING THE TERM OF THIS LEASE, WHETHER CAUSED BY TENANT
OR ANY OTHER PERSONS OR ENTITIES.
IN THE EVENT OF ANY RELEASE OF HAZARDOUS
MATERIALS CAUSED OR PERMITTED BY TENANT OR ANY OF TENANT'S PARTIES, TENANT SHALL
IMMEDIATELY TAKE ALL STEPS NECESSARY OR APPROPRIATE TO REMEDIATE SUCH RELEASE
AND PREVENT ANY SIMILAR FUTURE RELEASE IN ACCORDANCE WITH APPLICABLE
ENVIRONMENTAL LAW.
AT ALL TIMES DURING THE TERM OF THIS LEASE, LANDLORD WILL
HAVE THE RIGHT, BUT NOT THE OBLIGATION, TO ENTER UPON THE PREMISES TO INSPECT,
INVESTIGATE, SAMPLE AND/OR MONITOR THE PREMISES TO DETERMINE IF TENANT IS IN
COMPLIANCE WITH THE TERMS OF THIS LEASE REGARDING HAZARDOUS MATERIALS.
TENANT
WILL, UPON THE REQUEST OF LANDLORD OR ANY MORTGAGEE AT ANY TIME DURING WHICH
TENANT IS IN DEFAULT UNDER THIS LEASE, CAUSE TO BE PERFORMED AN ENVIRONMENTAL
AUDIT OF THE PREMISES AT TENANT'S EXPENSE BY AN ESTABLISHED ENVIRONMENTAL
CONSULTING FIRM REASONABLY ACCEPTABLE TO TENANT, LANDLORD AND THE MORTGAGEE.
AS
USED IN THIS LEASE, THE TERM "HAZARDOUS MATERIALS" SHALL MEAN AND INCLUDE ANY
HAZARDOUS OR TOXIC