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<br />any substances or materials used in the construction, development, maintenance or operation of
<br />the Improvements, so long as the same are used in accordance with all applicable laws.
<br />
<br />(b) n"finition ofH~7~rnOll. M~tpri~l. T ~W: As used in this Section,
<br />Hazardous Materials Law shall mean: All federal, state, and loca11aws, ordinances, regulations,
<br />orders and directives pertaining to Hazardous Materials in, on or under the Leased Premises or
<br />any portion thereof.
<br />
<br />(c) Tnnpmnity Lessee agrees to indemnify, protect, hold harmless and defend
<br />(by counsel reasonably satisfactory to Lessor) Lessor, its boardmembers, officers, and employees
<br />from and against any and all claims, losses, damages, liabilities, fines penalties, charges,
<br />administrative and judicial proceedings and orders judgments, remediation action requirements,
<br />enforcement actions of any kind, and all costs and expenses incurred in connection therewith
<br />(including, but not limited to, attorney's fees and expenses), arising directly or indirectly, in
<br />whole or in part, out of: (1) the failure during the Lease Term of Lessee or any employees,
<br />agents, contractors or subcontractors of the Lessee, other than any indemnitee, to comply with
<br />any Hazardous Materials Law relating in any way whatsoever to the handling, treatment,
<br />presence, removal, storage, decontamination, cleanup, transportation or disposal of Hazardous
<br />Materials into, on, under or from the Land; (2) any releases or discharges of any Hazardous
<br />Materials by Lessee or any employees, agents, contractors or subcontractors of the Lessee, other
<br />than any indemnitee, occurring during the Lease Term into, on, under or from the Land, except
<br />for Hazardous Materials that existed in , on, or under the Land prior to the execution of this
<br />Lease; (3) any activity carried on or undertaken on or off the Land during the Lease Term by
<br />Lessee or any employees, agents, contractors or subcontractors of Lessee, in connection with the
<br />handling, treatment, removal, storage, decontamination, cleanup, transport or disposal of any
<br />Hazardous Materials at any time located or present on or under the Land. The provisions of this
<br />subsection shall survive expiration of the Lease Term, as set forth in Section 2.2, or other
<br />termination of this Lease, and shall remain in full force and effect. Notwithstanding the
<br />foregoing, Lessee's duty to indemnify Lessor under the provisions of this Section shall not
<br />include any claims arising from any acts, omissions or events occurring subsequent to a Transfer
<br />approved by Lessor pursuant to this Lease. This indemnity obligation shall not extend to any
<br />claim arising from Lessor's negligence or willful misconduct.
<br />
<br />5.6 "AiO: T~" rnnvPY:::Inc.p.
<br />
<br />(a) Any deed or ground lease to Lessee shall be made "As Is," with no
<br />warranties or representations by the Lessor concerning the condition of the Land, including the
<br />presence or absence of any Hazardous Materials. Lessee hereby agrees and acknowledges that
<br />except in the event of any fraud, misrepresentation, or withholding of information by Lessor:
<br />(i) neither Lessor, nor anyone acting for or on behalf of Lessor, has made any representation,
<br />statement, warranty or promise to Lessee concerning the development potential or condition of
<br />the Land; (ii) in entering into this Lease, Lessee has not relied on any representation, statement or
<br />warranty of Lessor, or anyone acting for or on behalf of Lessor, other than as may expressly be
<br />contained in writing in this Lease; (iii) all matters concerning the Land have been or shall be
<br />independently verified by Lessee and that Lessee shall purchase or lease the Land on Lessee's
<br />own prior examination thereof; and (iv) THAT LESSEE IS PURCHASING OR LEASING THE
<br />
<br />144\105\153233.23
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