CONDITIONS AS ARE
DETERMINED SOLELY IN SUCH PARTY'S DISCRETION; AND LESSEE SHALL USE REASONABLE
EFFORTS TO ASSIST SUCH PARTY IN ITS EFFORTS TO SECURE SATISFACTORY EMPLOYMENT
ARRANGEMENTS WITH SUCH EMPLOYEES.
LESSEE SHALL CAUSE MANAGER TO PROVIDE ANY
NOTICES, COVERAGES OR OTHER RIGHTS AS SHALL BE REQUIRED TO COMPLY WITH THE
MEDICAL COVERAGE CONTINUATION REQUIREMENTS OF COBRA TO ANY PERSONS WHO ARE
ENTITLED TO SUCH RIGHTS BY VIRTUE OF THE MAINTENANCE OF ANY GROUP HEALTH PLAN BY
MANAGER OR ITS AFFILIATES, AS APPLICABLE.
LESSEE SHALL INDEMNIFY, DEFEND AND
HOLD HARMLESS LESSOR FROM AND AGAINST ANY AND ALL CLAIMS, CAUSES OF ACTION,
PROCEEDINGS, JUDGMENTS, DAMAGES, PENALTIES, LIABILITIES, COSTS AND EXPENSES
(INCLUDING REASONABLE ATTORNEY'S FEES AND DISBURSEMENTS) ARISING OUT OF THE
EMPLOYMENT OR TERMINATION OF EMPLOYMENT OF OR FAILURE TO OFFER EMPLOYMENT TO ANY
EMPLOYEE OR PROSPECTIVE EMPLOYEE BY LESSEE OR ITS AFFILIATES, INCLUDING, WITHOUT
LIMITATION, CLAIMS OF DISCRIMINATION, SEXUAL HARASSMENT, BREACHES OF EMPLOYMENT
OR COLLECTIVE BARGAINING AGREEMENTS, OR THE FAILURE OF LESSEE OR ANY OF ITS
AFFILIATES TO COMPLY WITH THE PROVISIONS OF THIS SECTION.
THE INDEMNIFICATION
RIGHTS AND OBLIGATIONS PROVIDED FOR IN THIS SECTION SHALL SURVIVE THE
TERMINATION OF THIS LEASE.
7.10
NET WORTH.
LESSEE COVENANTS THAT IT SHALL AT ALL TIMES DURING THE
TERM OF THIS LEASE MAINTAIN AN ADEQUATE "NET WORTH" AS AGREED UPON BY LESSOR AND
LESSEE.
FOR PURPOSES HEREOF, "NET WORTH" SHALL MEAN THE SUM OF (I) THE
AGGREGATE CASH AND FAIR MARKET VALUE OF ANY PROPERTY (OTHER THAN CASH)
CONTRIBUTED TO THE CAPITAL OF LESSEE BY THE MEMBERS OR PARTNERS OF LESSEE AFTER
THE EFFECTIVE DATE (NET OF AMOUNTS DISTRIBUTED OTHER THAN DISTRIBUTIONS OUT OF
EARNINGS OF LESSEE) AND (II) THE AGGREGATE BALANCES OF ANY LINE OF CREDIT
OBTAINED BY LESSEE AND GUARANTEED BY ONE OR MORE OF THE MEMBERS OR PARTNERS OF
LESSEE ACCEPTABLE TO LESSOR TO THE EXTENT SUCH FUNDS MAY BE UTILIZED BY LESSEE
TO PERFORM ITS OBLIGATIONS UNDER THE LEASE AND TO COMPLY WITH THE TERMS OF THE
MANAGEMENT AGREEMENT, AND (III) ANY COMMITMENTS OF THE MEMBERS OR PARTNERS OF
LESSEE TO MAKE ADDITIONAL CAPITAL CONTRIBUTIONS TO LESSEE AFTER THE
22
EFFECTIVE DATE, WHICH COMMITMENTS ARE LEGALLY BINDING OBLIGATIONS OF SUCH
MEMBERS OF LESSEE TO MAKE ADDITIONAL CAPITAL CONTRIBUTIONS TO LESSEE.
ARTICLE VIII
LEGAL REQUIREMENTS
8.1
COMPLIANCE WITH LEGAL AND INSURANCE REQUIREMENTS, ETC.
SUBJECT TO
THE PROVISIONS OF ARTICLE XII RELATING TO PERMITTED CONTESTS, LESSEE, AT ITS
EXPENSE, WILL PROMPTLY (A) COMPLY WITH ALL APPLICABLE LEGAL REQUIREMENTS AND
INSURANCE REQUIREMENTS IN RESPECT TO THE USE, OPERATION, MAINTENANCE, REPAIR AND
RESTORATION OF THE LEASED PROPERTY, AND (B) PROCURE, MAINTAIN AND COMPLY WITH
ALL APPROPRIATE LICENSES AND OTHER AUTHORIZATIONS REQUIRED FOR ANY USE OF THE
LEASED PROPERTY THEN BEING MADE, AND FOR THE PROPER ERECTION, INSTALLATION,
OPERATION AND MAINTENANCE OF THE LEASED PROPERTY OR ANY PART THEREOF.
8.2
LEGAL REQUIREMENT COVENANTS.
LESSEE COVENANTS AND AGREES THAT THE
LEASED PROPERTY SHALL NOT BE USED FOR ANY UNLAWFUL PURPOSE, AND THAT LESSEE
SHALL NOT PERMIT OR SUFFER TO EXIST ANY UNLAWFUL USE OF THE LEASED