PORTION THEREOF.
(D)
LESSEE WILL, UPON THE EXPIRATION OR PRIOR TERMINATION OF THE TERM,
VACATE AND SURRENDER THE LEASED PROPERTY TO LESSOR IN THE CONDITION IN WHICH THE
LEASED PROPERTY WAS ORIGINALLY RECEIVED FROM LESSOR, EXCEPT AS REPAIRED,
REBUILT, RESTORED, ALTERED OR ADDED TO AS PERMITTED OR REQUIRED BY THE
PROVISIONS OF THIS LEASE AND EXCEPT FOR (I) ORDINARY WEAR AND TEAR (SUBJECT TO
THE OBLIGATION OF LESSEE TO MAINTAIN THE LEASED PROPERTY IN COMPLIANCE WITH THE
FIRST CLASS OPERATING STANDARDS, DURING THE ENTIRE TERM), OR (II) DAMAGE BY
CASUALTY OR CONDEMNATION (SUBJECT TO THE OBLIGATIONS OF LESSEE TO RESTORE OR
REPAIR TO THE EXTENT SET FORTH IN THE LEASE; PROVIDED IF ANY OBLIGATIONS UNDER
THIS SUBSECTION (II) ARE OUTSTANDING AT THE EXPIRATION OR EARLIER TERMINATION OF
THIS LEASE, THEN LESSEE SHALL ASSIGN TO LESSOR ANY REMAINING PROCEEDS OR AWARDS
PAID IN CONNECTION WITH SUCH CASUALTY OR CONDEMNATION).
9.2
ENCROACHMENTS, RESTRICTIONS, ETC.
IF ANY OF THE IMPROVEMENTS ON
THE LEASED PROPERTY, AT ANY TIME, MATERIALLY ENCROACH UPON ANY PROPERTY, STREET
OR RIGHT-OF-WAY ADJACENT TO THE LEASED PROPERTY, OR VIOLATE THE AGREEMENTS OR
CONDITIONS CONTAINED IN ANY RESTRICTIVE COVENANT OR OTHER AGREEMENT AFFECTING
THE LEASED PROPERTY, OR ANY PART THEREOF, OR IMPAIR THE RIGHTS OF OTHERS UNDER
ANY EASEMENT OR RIGHT-OF-WAY TO WHICH THE LEASED PROPERTY IS SUBJECT, THEN
PROMPTLY UPON THE REQUEST OF LESSOR OR AT THE BEHEST OF ANY PERSON AFFECTED BY
ANY SUCH ENCROACHMENT, VIOLATION OR IMPAIRMENT, LESSEE SHALL, AT ITS EXPENSE,
SUBJECT TO ITS RIGHT TO CONTEST THE EXISTENCE OF ANY ENCROACHMENT, VIOLATION OR
IMPAIRMENT AND IN SUCH CASE, IN THE EVENT OF AN ADVERSE FINAL DETERMINATION,
EITHER (A) OBTAIN VALID AND EFFECTIVE WAIVERS OR SETTLEMENTS OF ALL CLAIMS,
LIABILITIES AND DAMAGES RESULTING FROM EACH SUCH ENCROACHMENT, VIOLATION OR
IMPAIRMENT, WHETHER THE SAME SHALL AFFECT LESSOR OR LESSEE OR (B) MAKE SUCH
CHANGES IN THE IMPROVEMENTS ON THE LEASED PROPERTY AND TAKE SUCH OTHER ACTIONS,
AS LESSEE IN THE GOOD FAITH EXERCISE OF ITS JUDGMENT DEEMS REASONABLY
PRACTICABLE TO REMOVE SUCH ENCROACHMENT, AND TO END SUCH VIOLATION OR
IMPAIRMENT, INCLUDING, IF NECESSARY, THE ALTERATION OF ANY SUCH IMPROVEMENTS,
AND IN ANY EVENT TAKE ALL SUCH ACTIONS AS MAY BE NECESSARY IN ORDER TO BE ABLE
TO CONTINUE THE OPERATION OF THE LEASED PROPERTY FOR THE PRIMARY INTENDED USE
SUBSTANTIALLY IN THE MANNER AND TO THE EXTENT THE LEASED PROPERTY WAS OPERATED
PRIOR TO THE ASSERTION OF SUCH VIOLATION, IMPAIRMENT AND ENCROACHMENT.
ANY SUCH
ALTERATION SHALL BE MADE IN CONFORMITY WITH THE APPLICABLE REQUIREMENTS OF
ARTICLE X.
LESSEE'S OBLIGATIONS UNDER THIS SECTION 9.2 SHALL BE IN ADDITION TO
AND SHALL IN NO WAY DISCHARGE OR DIMINISH ANY OBLIGATION OF ANY INSURER UNDER
ANY POLICY OF TITLE OR OTHER INSURANCE HELD BY LESSOR.
NOTWITHSTANDING ANYTHING
TO THE CONTRARY CONTAINED IN THIS SECTION 9.2, (I) SO LONG AS ANY ENCROACHMENT,
VIOLATION OR IMPAIRMENT DESCRIBED ABOVE DOES NOT MATERIALLY INTERFERE WITH THE
OPERATION OF THE FACILITY, LESSOR SHALL NOT REQUIRE LESSEE TO REMEDY OR
OTHERWISE ADDRESS THE SAME AND (II) LESSEE