AND DEFEND LESSOR FROM AND AGAINST ALL
LIABILITIES, OBLIGATIONS, CLAIMS, DAMAGES, PENALTIES, CAUSES OF ACTION, COSTS
AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES AND
EXPENSES) TO THE EXTENT PERMITTED BY LAW), IMPOSED UPON OR INCURRED BY OR
ASSERTED AGAINST LESSOR BY REASON OF:
(A) ANY ACCIDENT, INJURY TO OR DEATH OF
PERSONS OR LOSS OF PERSONAL PROPERTY OCCURRING ON OR ABOUT THE LEASED PROPERTY
OR ADJOINING SIDEWALKS, INCLUDING WITHOUT LIMITATION ANY CLAIMS OF MALPRACTICE,
(B) ANY USE, MISUSE, NON‐USE, CONDITION, MAINTENANCE OR REPAIR BY LESSEE OF THE
LEASED PROPERTY, (C) ANY IMPOSITIONS (WHICH ARE THE OBLIGATIONS OF LESSEE TO PAY
PURSUANT TO THE APPLICABLE PROVISIONS OF THIS LEASE), (D) ANY FAILURE ON THE
PART OF LESSEE TO PERFORM OR COMPLY WITH ANY OF THE TERMS OF THIS LEASE, (E) THE
NON‐PERFORMANCE OF ANY OF THE TERMS AND PROVISIONS OF ANY AND ALL EXISTING AND
FUTURE SUBLEASES OF THE LEASED PROPERTY TO BE PERFORMED BY THE LANDLORD (LESSEE)
THEREUNDER, (F) the realization of taxable income or gain by any Facility Lessor
or any Equity Constituent of any Facility Lessor under the Code in connection
with any Property Substitution, AND (G) ANY AND ALL LAWFUL ACTION THAT MAY BE
TAKEN BY LESSOR IN CONNECTION WITH THE ENFORCEMENT OF THE PROVISIONS OF THIS
LEASE, WHETHER OR NOT SUIT IS FILED IN CONNECTION WITH SAME, OR IN CONNECTION
WITH LESSEE OR A GUARANTOR AND/OR ANY PARTNER, JOINT VENTURER, MEMBER OR
SHAREHOLDER THEREOF BECOMING A PARTY TO A VOLUNTARY OR INVOLUNTARY FEDERAL OR
STATE BANKRUPTCY, INSOLVENCY OR SIMILAR PROCEEDING.
ANY AMOUNTS WHICH BECOME
PAYABLE BY LESSEE UNDER THIS ARTICLE XXI SHALL BE PAID WITHIN FIFTEEN (15) DAYS
AFTER LIABILITY THEREFOR ON THE PART OF LESSOR IS DETERMINED BY LITIGATION OR
OTHERWISE AND, IF NOT TIMELY PAID, SHALL BEAR A LATE CHARGE (TO THE EXTENT
PERMITTED BY LAW) AT THE OVERDUE RATE AND A LATE PAYMENT PENALTY COMPUTED AT THE
LATE PAYMENT PENALTY RATE FROM THE DATE OF SUCH
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DETERMINATION TO THE DATE OF PAYMENT.
LESSEE, AT ITS EXPENSE, SHALL CONTEST,
RESIST AND DEFEND ANY SUCH CLAIM, ACTION OR PROCEEDING ASSERTED OR INSTITUTED
AGAINST LESSOR AND MAY COMPROMISE OR OTHERWISE DISPOSE OF THE SAME, SUBJECT TO
LESSOR'S APPROVAL.
NOTHING HEREIN SHALL BE CONSTRUED AS INDEMNIFYING LESSOR
AGAINST ITS OWN GROSSLY NEGLIGENT ACTS OR OMISSIONS OR WILLFUL MISCONDUCT.
ARTICLE XXII
ASSIGNMENTS AND SUBLEASING
22.1 Assignment and Subleasing.
(a) Except an assignment in connection with a Permitted Sale Transaction (which
shall be permitted without Lessor prior written consent), Lessee shall not
assign this Lease without Lessor's prior written consent.
Lessor shall not
unreasonably withhold its consent to any assignment that requires its consent,
provided that, that no Event of Default then exists and so long as immediately
following any such assignment, Lessor has reasonably determined that (x) the
assignee shall be in pro forma compliance with the covenant applicable to the
Combined Lessees set forth in Section 16.1(k), to the extent then applicable,
and (y) a Person than owns 51% or more of the direct