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PROPERTY AS-IS, IT BEING AGREED THAT ALL OF THE AFOREMENTIONED RISKS
<br /> ARE TO BE BORNE BY THE CITY. In no event is the Authority liable for incidental, indirect,
<br /> special or consequential damages, in connection with or arising out of this Lease Agreement for
<br /> the existence, furnishing, functioning or use of the Property by the City.
<br /> Section 7.2. Access to the Property; Grant and Conveyance of Right of Entry. The City
<br /> agrees that the Authority, and the Authority's successors or assigns, has the right at all
<br /> reasonable times, following at least 48 hours written notice provided to the City, to enter upon
<br /> and to examine and inspect(to the extent permitted by law and public policy)the Property or any
<br /> part thereo£ The City further agrees that the Authority, and the Authority's successors or
<br /> assigns shall have such rights of access to the Property or any component thereof, following at
<br /> least 48 hours written notice provided to the City, as may be reasonably necessary to cause the
<br /> proper maintenance of the Property if the City fails to perfortn its obligations hereunder. Neither
<br /> the Authority nor any of its assigns has any obligation to cause such proper maintenance.
<br /> The City further grants, conveys and confirms to the Authority, for the use, benefit and
<br /> enjoyment of the Authority, its successors in interest to the Property, including the Assignee, and
<br /> its sublessees, and their respective employees, invitees, agents, independent contractors, patrons,
<br /> customers, guests and members of the public visiting the Property, a right of entry which shall be
<br /> irrevocable for the Term of this Lease Agreement over, across and under the property of the City
<br /> adjacent to the Property to and from the Property for the purpose of: (a) ingress, egress, passage
<br /> or access to and from the Property by pedestrian or vehicular traffic; (b) installation,
<br /> maintenance and replacement of utility wires, cables, conduits and pipes; and (c) other purposes
<br /> and uses necessary or desirable for access to and from and for operation and maintenance of the
<br /> Property.
<br /> Section 73. Release and Indemnification Covenants. The City hereby indemnifies the
<br /> Authority, the Assignee and their respective directors, officers, agents, employees, successors
<br /> and assigns against all claims, losses and damages, including legal fees and expenses, arising out
<br /> of(a) the use, maintenance, condition or management of, or from any work or thing done on the
<br /> Property by the City or the City's employees, agents, contractors, invitees or licensees, (b) any .
<br /> breach or default on the part of the City in the performance of any of its obligations under this
<br /> Lease Agreement, (c) any negligence or willful misconduct of the City or of any of its agents,
<br /> contractors, servants, employees or licensees with respect to the Property, (d) any intentional
<br /> misconduct or negligence of any sublessee of the City with respect to the Property, (e) the
<br /> acquisition, construction, improvement and equipping of the Property, (fl the clean-up of any
<br /> Hazardous Substances or toxic wastes from the Property, or (g) any claim alleging violation of
<br /> any Applicable Environmental Laws, or the authorization of payment of the costs thereof. No
<br /> indemnification is made under this Section 7.3 or elsewhere in this Lease Agreement for willful
<br /> misconduct or gross negligence under this Lease Agreement by the Authority, the Assignee, or
<br /> their respective officers, agents, employees, successors or assigns. The indemnification
<br /> hereunder shall continue in full force and effect notwithstanding the full payment of all
<br /> obligations under this Lease Agreement or the termination of the Tertn of this Lease Agreement
<br /> for any reason. The City and the Authority each agree to promptly give notice to each other and
<br /> the Assignee of any claim or liability hereby indemnified against follvwing learning thereof.
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<br /> 338802 2.DOC
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