subject
Landlord or Lender to any Environmental Claim. "Environmental Claim" means any
claim, action, investigation or written notice by any person alleging potential
liability (including, without limitation, potential liability for investigatory
costs, cleanup costs, governmental response costs, natural resource damages,
property damages, personal injuries or penalties) arising out o£ based on or
resulting from (i) the presence, or release into the environment, of any
Hazardous Materials at or from the Premises, or (ii) circumstances forming the
basis of any violation, or alleged violation, of any Environmental Law; and
(e)
the commencement and completion of any Remedial Work.
38.5
TENANT SHALL BE SOLELY RESPONSIBLE FOR AND SHALL DEFEND, REIMBURSE,
INDEMNIFY AND HOLD EACH INDEMNIFIED PARTY HARMLESS FROM AND AGAINST ALL DEMANDS,
CLAIMS, ACTIONS, CAUSES OF ACTION, ASSESSMENTS, LOSSES, DAMAGES, LIABILITIES
(INCLUDING WITHOUT LIMITATION, STRICT LIABILITIES), INVESTIGATIONS, WRITTEN
NOTICES, COSTS AND EXPENSES OF ANY KIND (INCLUDING, WITHOUT LIMITATION,
DIMINUTION IN PROPERTY VALUE AND REASONABLE EXPENSES OF INVESTIGATION BY
ENGINEERS, ENVIRONMENTAL CONSULTANTS AND SIMILAR TECHNICAL PERSONNEL AND
REASONABLE FEES AND DISBURSEMENTS OF COUNSEL), ARISING OUT OF, IN RESPECT OF OR
IN CONNECTION WITH (A) TENANT'S BREACH OF ITS REPRESENTATIONS, WARRANTIES,
COVENANTS OR OBLIGATIONS IN THIS LEASE, (B) THE OCCURRENCE DURING THE TERM OF
ANY REGULATED ACTIVITY AT, ON OR UNDER THE PREMISES AT ANY TIME, (C) ANY
ENVIRONMENTAL CLAIM WITH RESPECT TO THE PREMISES AGAINST ANY INDEMNIFIED PARTY
OR ANY PERSON WHOSE LIABILITY FOR SUCH ENVIRONMENTAL CLAIM LANDLORD OR TENANT
HAS OR MAY HAVE ASSUMED OR RETAINED EITHER CONTRACTUALLY OR BY OPERATION OF LAW,
TO THE EXTENT RELATING TO EVENTS ARISING OR OCCURRING PRIOR TO THE EXPIRATION OF
THE TERM OR THE SURRENDER OF THE PREMISES, WHICHEVER IS LAST TO OCCUR, (D) THE
RELEASE OR THREATENED RELEASE OF THE PRESENCE OF ANY HAZARDOUS MATERIALS AT, ON,
UNDER OR FROM THE PREMISES, REGARDLESS OF HOW DISCOVERED BY TENANT, LANDLORD OR
ANY THIRD-PARTY TO THE EXTENT ARISING OR OCCURRING PRIOR TO THE EXPIRATION OF
THE TERM OR THE SURRENDER OF THE PREMISES, WHICHEVER IS LAST TO OCCUR, (E) ANY
REMEDIAL WORK REQUIRED TO BE PERFORMED PURSUANT TO ANY ENVIRONMENTAL LAW OR THE
TERMS HEREOF WITH RESPECT TO MATTERS ARISING OR OCCURRING PRIOR TO THE
EXPIRATION OF THE TERM OR SURRENDER OF THE PREMISES TO LANDLORD, WHICHEVER IS
LAST TO OCCUR, OR (F) ANY MATTERS ARISING UNDER OR RELATING TO ANY ENVIRONMENTAL
LAW AND RELATING TO THE TENANT OR THE PREMISES IF SUCH MATTER OR MATTERS OCCURS
OR ARISES PRIOR TO THE EXPIRATION OF THE TERM OR THE SURRENDER OF THE PREMISES,
WHICHEVER IS LAST TO OCCUR.
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38.6
Upon Landlord's request, at any time that Landlord has reasonable
grounds to believe that Hazardous Materials (except to the extent those
substances are permitted to be used by Tenant under Section 38.2 in the ordinary
course of its business and in compliance with all Environmental Laws) are or
have been released, stored or disposed of on or around the Premises during the
Term or that the Premises may be in violation of the Environmental