THAT THE TERMS AND CONDITIONS OF THIS LEASE ARE
TO REMAIN CONFIDENTIAL FOR LANDLORD'S BENEFIT, AND MAY NOT BE DISCLOSED BY
TENANT TO ANYONE, BY ANY MANNER OR MEANS, DIRECTLY OR INDIRECTLY, WITHOUT
LANDLORD'S PRIOR WRITTEN CONSENT EXCEPT (1) TO TENANT'S LENDERS OR IN CONNECTION
WITH AN OWNERSHIP CHANGE BY TENANT, (2) IN LITIGATION BETWEEN LANDLORD AND
TENANT, (3) IF REQUIRED BY COURT ORDER, AND (4) IF REQUIRED BY ANY APPLICABLE
LAW OR REGULATION (INCLUDING ANY SEC REGULATION). THE CONSENT BY LANDLORD TO ANY
DISCLOSURES SHALL NOT BE DEEMED TO BE A WAIVER ON THE PART OF LANDLORD OF ANY
PROHIBITION AGAINST ANY FUTURE DISCLOSURE.
28.14
THE TERM "HAZARDOUS MATERIALS" MEANS ANY SUBSTANCE, MATERIAL, OR
WASTE WHICH IS NOW OR HEREAFTER CLASSIFIED OR CONSIDERED TO BE HAZARDOUS, TOXIC,
OR DANGEROUS UNDER ANY LAW RELATING TO POLLUTION OR THE PROTECTION OR REGULATION
OF HUMAN HEALTH, NATURAL RESOURCES OR THE ENVIRONMENT, OR POSES OR THREATENS TO
POSE A HAZARD TO THE HEALTH OR SAFETY OF PERSONS ON THE PREMISES OR IN THE
BUILDING. TENANT SHALL NOT USE, GENERATE, STORE, OR DISPOSE OF, OR PERMIT THE
USE, GENERATION, STORAGE OR DISPOSAL OF HAZARDOUS MATERIALS ON OR ABOUT THE
PREMISES OR THE BUILDING EXCEPT IN A MANNER AND QUANTITY NECESSARY FOR THE
ORDINARY PERFORMANCE OF TENANT'S BUSINESS, AND THEN IN COMPLIANCE WITH ALL LAWS.
IF TENANT BREACHES ITS OBLIGATIONS UNDER THIS SECTION, LANDLORD MAY IMMEDIATELY
TAKE ANY AND ALL ACTION REASONABLY APPROPRIATE TO REMEDY THE SAME, INCLUDING
TAKING ALL APPROPRIATE ACTION TO CLEAN UP OR REMEDIATE ANY CONTAMINATION
RESULTING FROM TENANT'S USE, GENERATION, STORAGE OR DISPOSAL OF HAZARDOUS
MATERIALS. TENANT SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS LANDLORD AND ITS
REPRESENTATIVES AND AGENTS FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS,
LIABILITIES, CAUSES OF ACTION, SUITS, JUDGMENTS, DAMAGES AND EXPENSES (INCLUDING
ATTORNEYS' FEES AND COST OF CLEAN UP AND REMEDIATION) ARISING FROM TENANT'S
FAILURE TO COMPLY WITH THE PROVISIONS OF THIS SECTION. THIS INDEMNITY PROVISION
SHALL SURVIVE TERMINATION OR EXPIRATION OF THE LEASE.
29.
OFAC COMPLIANCE.
29.1
AS AN INDUCEMENT TO LANDLORD TO ENTER INTO THIS LEASE, TENANT
REPRESENTS AND WARRANTS THAT (A) TENANT AND EACH PERSON, ENTITY, GROUP OR NATION
OWNING AN INTEREST IN TENANT OR DIRECTLY OR INDIRECTLY CONTROLLING TENANT ARE
(I) NOT CURRENTLY IDENTIFIED ON THE SPECIALLY DESIGNATED NATIONALS AND BLOCKED
PERSONS LIST MAINTAINED BY THE OFFICE OF FOREIGN ASSETS CONTROL, DEPARTMENT OF
THE TREASURY ("OFAC") AND/OR ON ANY OTHER SIMILAR LIST MAINTAINED BY OFAC
PURSUANT TO ANY AUTHORIZING STATUTE, EXECUTIVE ORDER OR REGULATION
23
(COLLECTIVELY, THE "LIST") AS A TERRORIST OR OTHER BANNED OR BLOCKED PERSON, AND
(II) NOT A PERSON, ENTITY, GROUP OR NATION WITH WHOM A CITIZEN OF THE UNITED
STATES IS PROHIBITED TO ENGAGE IN TRANSACTIONS BY ANY TRADE EMBARGO, ECONOMIC
SANCTION, OR OTHER PROHIBITION OF UNITED STATES LAW, REGULATION, OR EXECUTIVE
ORDER OF THE PRESIDENT OF THE UNITED STATES, (B) NONE OF THE FUNDS OR OTHER
ASSETS OF TENANT CONSTITUTE PROPERTY OF, OR ARE BENEFICIALLY OWNED, DIRECTLY OR
INDIRECTLY, BY ANY EMBARGOED PERSON (AS HEREINAFTER DEFINED),