Common use of Environmental Indemnity Clause in Contracts

Environmental Indemnity. Tenant hereby agrees to hold harmless Lessor, any successors to Lessor’s interest in this Lease and in any Leased Property, and Lessor’s and such successors’ directors, officers, partners, members, employees and agents from and against any losses, claims, damages (including consequential damages), penalties, fines, liabilities (including strict liability), costs (including cleanup and recovery costs), and expenses (including expenses of litigation and reasonable attorneys’ fees) incurred by Lessor or any other indemnitee or assessed against the Leased Property by virtue of any claim or lien by any governmental or quasi-governmental unit, body, or agency, or any third party, for cleanup costs or other costs pursuant to the Comprehensive Environmental Response Compensation and Liability Act of 1980, the Hazardous Materials Transportation Act, the Resource Conservation and Recovery Act, all as amended from time to time, and all state laws and federal and state regulations pursuant to the foregoing (collectively “Environmental Laws”). Tenant’s indemnity shall survive the expiration or any termination of this Lease. Provided, however, Tenant shall have no indemnity obligation with respect to (i) Hazardous Materials first introduced to the Leased Property subsequent to the date that Tenant’s occupancy of the applicable Leased Property shall have fully terminated or (ii) Hazardous Materials first introduced to the Leased Property prior to the Existing Lease Effective Date, except to the extent arising from any deterioration on or after the Existing Lease Effective Date in any condition existing prior to the April 30, 1998. “Hazardous Materials” means any substance the presence of which poses a hazard to the health or safety of persons on or about the Leased Property or which requires removal or remediation under any Environmental Law, including without limitation, any substance which is toxic, explosive, flammable, radioactive, or otherwise hazardous or is included within the meaning of “hazardous substance”, “hazardous waste”, “toxic substance”, or “pollutant” as defined in any Environmental Law. At any time during the Term of this Lease, Lessor may require one or more environmental audits of the Leased Properties, in such form, scope and substance as specified by Lessor, at Tenant’s expense. Tenant shall, within thirty (30) days after receipt of an invoice from Lessor, reimburse Lessor for all costs and expenses incurred in reviewing any environmental audit, including, without limitation, reasonable attorneys’ fees and costs.

Environmental Indemnity. Tenant hereby Without limiting any indemnities provided in this Agreement for other than environmental matters, and except for Excluded Environmental Claims, as hereinafter defined, Xxxxxxx agrees to defend, indemnify and hold the Port free and harmless Lessor, from any successors to Lessor’s interest in this Lease and in any Leased Property, and Lessor’s and such successors’ directors, officers, partners, members, employees and agents from and against any losses, all claims, damages (including consequential damages)causes of action, regulatory demands, liabilities, fines, penalties, fineslosses, liabilities (and expenses, including strict liability), without limitation clean-up or other remedial costs (and including cleanup and recovery costs), and expenses (including expenses of litigation and actually incurred reasonable attorneys’ fees) , costs and all other reasonable litigation expenses when incurred by Lessor and whether incurred in defense of actual litigation or in reasonable anticipation of litigation), arising from the existence or discovery of any Hazardous Substance on the Premises or at the Airport, or the Release of any Hazardous Substance from the Premises to other properties or into the surrounding environment or from any other violation of Environmental Law, whether made, commenced or incurred during the Term, or made, commenced or incurred after the expiration or termination of this Agreement, directly attributable to Airline’s actions during the Term or any holdover period. For purposes of this Section 23.7, “Excluded Environmental Claims” shall mean, any claims, causes of action, demands, liabilities, fines, penalties, costs, expenses or any other indemnitee or assessed against the Leased Property by virtue of any claim or lien by any governmental or quasi-governmental unitliabilities, body, or agency, or any third party, for cleanup costs or other costs pursuant to the Comprehensive Environmental Response Compensation and Liability Act of 1980, the Hazardous Materials Transportation Act, the Resource Conservation and Recovery Act, all as amended from time to time, and all state laws and federal and state regulations pursuant to the foregoing (collectively “Environmental Laws”). Tenant’s indemnity shall survive the expiration or any termination of this Lease. Provided, however, Tenant shall have no indemnity obligation with respect to (i) Hazardous Materials first introduced to the Leased Property subsequent to the date that Tenant’s occupancy of the applicable Leased Property shall have fully terminated or (ii) Hazardous Materials first introduced to the Leased Property prior to the Existing Lease Effective Date, except to the extent caused by or arising from any deterioration on or after (A) the Existing Lease Effective Date in any condition existing prior to the April 30, 1998. “migration of Hazardous Materials” means any substance the presence of which poses a hazard to the health or safety of persons on or about the Leased Property or which requires removal or remediation under any Environmental Law, including without limitation, any substance which is toxic, explosive, flammable, radioactive, or otherwise hazardous or is included within the meaning of “hazardous substance”, “hazardous waste”, “toxic substance”, or “pollutant” as defined in any Environmental Law. At any time Substances not first Released during the Term Term; and (B) the movement of this LeaseHazardous Substances first Released outside the Premises onto or under the Premises due to leaching or the flow of groundwater, Lessor may require one or more environmental audits of provided that Airline is not otherwise responsible for the Leased Properties, in such form, scope and substance as specified by Lessor, at Tenant’s expense. Tenant shall, within thirty (30) days after receipt of an invoice from Lessor, reimburse Lessor for all costs and expenses incurred in reviewing any environmental audit, including, without limitation, reasonable attorneys’ fees and costsoff-Premises Release that introduced the migrating Hazardous Substances into the environment.

Environmental Indemnity. Tenant hereby agrees Mortgagor warrants and represents to hold harmless LessorMortgagee, except as reported by Mortgagor to Mortgagee in writing, that: (i) Mortgagor has inspected and is familiar with the environmental condition of the Property; (ii) the Property and Mortgagor, and any occupants of the Property, are in compliance with and shall continue to be in compliance with all applicable federal, state and local laws and regulations intended to protect the environment and public health and safety as the same may be amended from time to time (“Environmental Laws”); (iii) the Property is not and has never been used to generate, handle, treat, store or dispose of, in any quantity, oil, petroleum products, hazardous or toxic substances, hazardous waste, regulated substances or hazardous air pollutants (“Hazardous Materials”) in violation of any Environmental Laws; (iv) no Hazardous Materials (including asbestos, mold or lead paint in any form) are located on or under the Property or emanate from the Property; (v) there are no unregistered underground storage tanks on the Property that are subject to any underground storage tank registration laws or regulations; (vi) no notice has been received with regard to any Hazardous Material on the Property; (vii) no action, investigation or proceeding is pending or to Mortgagor’s knowledge threatened which seeks to enforce any right or remedy against Mortgagor or the Property under any Environmental Law; and (viii) all licenses, permits and other governmental or regulatory actions necessary for the Property to comply with Environmental Laws shall be obtained and maintained and Mortgagor shall assure compliance therewith. Further, Mortgagor represents to Mortgagee that no portion of the Property is a protected wetland. Mortgagor xxxxxx xo notify Mortgagee immediately upon receipt of any citations, warnings, orders, notices, consent agreements, process or claims alleging or relating to violations of any Environmental Laws or to the environmental condition of the Property and shall conduct and complete all investigations and all cleanup actions necessary to comply with the Environmental Laws and to remove, in accordance with Environmental Laws, any successors to Lessor’s interest in this Lease and in any Leased Hazardous Material from the Property. Mortgagor shall indemnify, hold harmless, and Lessor’s and such successors’ directors, officers, partners, members, employees and agents defend Mortgagee from and against any losses, claims, damages (including consequential and all damages), penalties, fines, liabilities claims, suits, liabilities, costs, judgments and expenses, including attorneys’, consultants’ or experts’ fees of every kind and nature incurred, suffered by or asserted against Mortgagee as a direct or indirect result of: (including strict liability), costs i) representations made by Mortgagor in this Section being or becoming untrue in any material respect; (including cleanup and recovery costs), and expenses (including expenses ii) Mortgagor’s violation of litigation and reasonable attorneys’ fees) incurred by Lessor or any other indemnitee or assessed against failure to meet the Leased Property by virtue requirements of any claim Environmental Laws; or lien by any governmental or quasi-governmental unit, body, or agency, or any third party, for cleanup costs or other costs pursuant to the Comprehensive Environmental Response Compensation and Liability Act of 1980, the (iii) Hazardous Materials Transportation Actwhich, while the Resource Conservation and Recovery ActProperty is subject to this Mortgage, all as amended exist on the Property. Mortgagee shall have the right to arrange for or conduct environmental inspections of the Property from time to timetime (including the taking of soil, and all state laws and federal and state regulations pursuant to the foregoing (collectively “Environmental Laws”water, air or material samples). Tenant’s indemnity The cost of such inspections made after Default (as hereinafter defined) or which are required by laws or regulations applicable to Mortgagee shall be borne by Mortgagor. However, Mortgagor’x xxxxxxity shall not apply to any negligent or intentional act of Mortgagee which takes place after foreclosure or satisfaction of this Mortgage. These indemnification obligations are in addition to general indemnification provisions set forth in Section 8.1. Mortgagor’x Xxxxxxtions under this section shall continue, survive and remain in full force and effect notwithstanding the expiration repayment of the Obligations, a foreclosure of or any exercise of power of sale under this instrument, a delivery of a deed in lieu of foreclosure, a cancellation or termination of record of this Lease. Provided, however, Tenant shall have no indemnity obligation with respect to (i) Hazardous Materials first introduced to instrument and the Leased Property subsequent to the date that Tenant’s occupancy transfer of the applicable Leased Property shall have fully terminated or (ii) Hazardous Materials first introduced to the Leased Property prior to the Existing Lease Effective Date, except to the extent arising from any deterioration on or after the Existing Lease Effective Date in any condition existing prior to the April 30, 1998. “Hazardous Materials” means any substance the presence of which poses a hazard to the health or safety of persons on or about the Leased Property or which requires removal or remediation under any Environmental Law, including without limitation, any substance which is toxic, explosive, flammable, radioactive, or otherwise hazardous or is included within the meaning of “hazardous substance”, “hazardous waste”, “toxic substance”, or “pollutant” as defined in any Environmental Law. At any time during the Term of this Lease, Lessor may require one or more environmental audits of the Leased Properties, in such form, scope and substance as specified by Lessor, at Tenant’s expense. Tenant shall, within thirty (30) days after receipt of an invoice from Lessor, reimburse Lessor for all costs and expenses incurred in reviewing any environmental audit, including, without limitation, reasonable attorneys’ fees and costsProperty.

Environmental Indemnity. Tenant hereby agrees to hold harmless LessorAs between the Mortgagor and the Secured Parties, all risk of loss associated with non-compliance with Environmental Laws, or with the presence of any successors to Lessor’s interest in this Lease and in any Leased Hazardous Substance at, upon, under or within the Property, shall lie solely with the Mortgagor. The Mortgagor shall notify the Mortgagee promptly of the presence of any Hazardous Substance on any property contiguous or otherwise affecting the Property. Accordingly, the Mortgagor shall bear all risks and Lessor’s costs associated with any loss (including any loss in value attributable to Hazardous Substances), damage or liability therefrom, including all costs of removal of Hazardous Substances or other remediation required by the Mortgagee or by law with respect to the Property. The Mortgagor shall indemnify, defend and such successors’ directors, officers, partners, members, employees and agents hold the Mortgagee and/or the Secured Parties harmless from and against any lossesall loss, liabilities, damages, claims, damages (including consequential damages), penalties, fines, liabilities (including strict liability), costs (including cleanup and recovery costs), and expenses (including expenses reasonable costs of litigation and reasonable attorneys’ feesdefense) incurred arising out of or associated, in any way, with the non-compliance with Environmental Laws, or the existence of Hazardous Substances in, on, or about the Property, or a breach by Lessor or any other indemnitee or assessed against the Leased Property by virtue Mortgagor of any claim representation, warranty or lien by any governmental covenant contained in this Sections 2.11 or quasi-governmental unit2.12, bodywhether based in contract, tort, implied or agencyexpress warranty, strict liability, criminal or any third party, for cleanup costs civil statute or other costs pursuant to the Comprehensive Environmental Response Compensation and Liability Act of 1980, the Hazardous Materials Transportation Act, the Resource Conservation and Recovery Act, all as amended from time to time, and all state laws and federal and state regulations pursuant to the foregoing (collectively “Environmental Laws”). Tenant’s indemnity shall survive the expiration or any termination of this Lease. Providedcommon law provided, however, Tenant that the Mortgagor shall have no indemnity obligation not be liable under such indemnification to the extent such loss, liability, damage, claim, cost or expense results solely from the Mortgagee's or any Secured Party's gross negligence or willful misconduct. The Mortgagor's obligations under this Section 4.05 shall arise upon the discovery of the presence of any Hazardous Substance, whether or not any governmental authority has taken or threatened any action in connection with respect the presence of any such Hazardous Substance, and whether or not the existence of any such Hazardous Substance or potential liability on account thereof is disclosed by the Site Assessment, and shall continue notwithstanding the repayment of the Loans, the Indenture Notes and the UK Loans or any transfer or sale of any right, title and interest in the Property (by foreclosure, deed in lieu of foreclosure or otherwise), but not to (i) the extent any such Hazardous Materials first Substance was introduced to the Leased Property subsequent after the Mortgagee or an Affiliate or designee thereof acquires title to the date that Tenant’s occupancy of the applicable Leased Property shall have fully terminated or (ii) Hazardous Materials first introduced to the Leased Property prior to the Existing Lease Effective Date, except to the extent arising from any deterioration on or after the Existing Lease Effective Date in any condition existing prior to the April 30, 1998. “Hazardous Materials” means any substance the presence of which poses a hazard to the health or safety of persons on or about the Leased Property or which requires removal or remediation under any Environmental Law, including without limitation, any substance which is toxic, explosive, flammable, radioactive, or otherwise hazardous or is included within the meaning of “hazardous substance”, “hazardous waste”, “toxic substance”, or “pollutant” as defined in any Environmental Law. At any time during the Term of this Lease, Lessor may require one or more environmental audits of the Leased Properties, in such form, scope and substance as specified by Lessor, at Tenant’s expense. Tenant shall, within thirty (30) days after receipt of an invoice from Lessor, reimburse Lessor for all costs and expenses incurred in reviewing any environmental audit, including, without limitation, reasonable attorneys’ fees and costsProperty.

Environmental Indemnity. Tenant hereby agrees to hold harmless Lessor, any successors to Lessor’s interest in this Lease and in any Leased Property, and Lessor’s and such successors’ directors, officers, partners, members, employees and agents from and against any losses, claims, damages (including consequential damages), penalties, fines, liabilities (including strict liability), costs (including cleanup and recovery costs), and expenses (including expenses of litigation and reasonable attorneys’ fees) incurred by Lessor or any other indemnitee or assessed against the Leased Property by virtue of any claim or lien by any governmental or quasi-governmental unit, body, or agency, or any third party, for cleanup costs or other costs pursuant to the Comprehensive Environmental Response Compensation and Liability Act of 1980, the Hazardous Materials Transportation Act, the Resource Conservation and Recovery Act, all as amended from time to time, and all state laws and federal and state regulations pursuant to the foregoing (collectively “Environmental Laws”). Tenant’s indemnity shall survive the expiration or any termination of this Lease. Provided, however, Tenant shall have no indemnity obligation with respect to (i) Hazardous Materials first introduced to the Leased Property subsequent to the date that Tenant’s occupancy of the applicable Leased Property shall have fully terminated or (ii) Hazardous Materials first introduced to the Leased Property prior to the Existing Lease Effective Date, except to the extent arising from any deterioration on or after the Existing Lease Effective Date in any condition existing prior to the April 30, 1998. “Hazardous Materials” means any substance the presence of which poses a hazard to the health or safety of persons on or about the Leased Property or which requires removal or remediation under any Environmental Law, including without limitation, any substance which is toxic, explosive, flammable, radioactive, or otherwise hazardous or is included within the meaning of “hazardous substance”, “hazardous waste”, “toxic substance”, or “pollutant” as defined in any Environmental Law. At any time during the Term of this Lease, Lessor may require one or more environmental audits of the Leased Properties, in such form, scope and substance as specified by Lessor, at Tenant’s expense. Tenant shall, within thirty (30) days after receipt of an invoice from Lessor, reimburse Lessor for all costs and expenses incurred in reviewing any environmental audit, including, without limitation, reasonable attorneys’ fees and costs.

Environmental Indemnity. Tenant hereby Except for Excluded Environmental Claims (as hereinafter defined) and claims for other than environmental matters (which are the subject of the indemnification obligation under Article V, Airline agrees to release, defend, indemnify and hold harmless Lessorthe City, any successors to Lessor’s interest in this Lease and in any Leased Property, and Lessor’s and such successors’ its directors, officers, partnersemployees, membersagents, employees contractors, consultants, representatives, anyone claiming by or through any of the aforesaid, harmless from any and agents from and against any losses, all claims, damages (including consequential damages)causes of action, regulatory demands, liabilities, fines, penalties, fineslosses, liabilities (and expenses, including strict liability), without limitation clean-up or other remedial costs (and including cleanup and recovery costs), and expenses (including expenses of litigation and actually incurred reasonable attorneys’ fees) , costs and all other reasonable litigation expenses when incurred by Lessor and whether incurred in defense of actual litigation or in reasonable anticipation of litigation), arising from the existence or discovery of any Hazardous Substances on or at the Airport, or the Release of any Hazardous Substances from the Airport to other properties or into the surrounding environment, or from any other violation of Environmental Laws, whether made, commenced or incurred before the Term, or during the Term, or on or after the expiration or earlier termination of this Agreement, which arise out of Airline’s actions at, on, or from the Airport before the Term, during the Term, or on or after the expiration or earlier termination of this Agreement. For purposes of this Section 9.6, “Excluded Environmental Claims” shall mean, any claims, causes of action, demands, liabilities, fines, penalties, costs, expenses or any other indemnitee or assessed against liabilities, to the Leased Property extent caused by virtue (A) the migration of any claim or lien by any governmental or quasi-governmental unit, bodyHazardous Substances not first Released during the Term, or agencyon or after the expiration or earlier termination of this Agreement, provided that Airline is not otherwise responsible for such Release at any time; (B) the movement of Hazardous Substances first Released outside the Airport onto or under the Airport due to leaching or the flow of groundwater, provided that Airline is not otherwise responsible for the off-Airport Release that introduced the migrating Hazardous Substances into the environment; (C) the Release or presence of Hazardous Substances upon, about, beneath or affecting all or any portion of the Airport or any off-Airport areas, to the extent Airline can demonstrate that such Release or presence of Hazardous Substances existed as of the Effective Date or was caused by the City or any third party, for cleanup costs ; and (D) the negligent act or omission or willful misconduct of the City. The indemnification and other costs pursuant to the Comprehensive Environmental Response Compensation and Liability Act of 1980, the Hazardous Materials Transportation Act, the Resource Conservation and Recovery Act, all as amended from time to time, and all state laws and federal and state regulations pursuant to the foregoing (collectively “Environmental Laws”). Tenant’s indemnity obligations under this Section 9.6 shall survive the expiration or any earlier termination of this Lease. Provided, however, Tenant shall have no indemnity obligation with respect to (i) Hazardous Materials first introduced to the Leased Property subsequent to the date that Tenant’s occupancy of the applicable Leased Property shall have fully terminated or (ii) Hazardous Materials first introduced to the Leased Property prior to the Existing Lease Effective Date, except to the extent arising from any deterioration on or after the Existing Lease Effective Date in any condition existing prior to the April 30, 1998. “Hazardous Materials” means any substance the presence of which poses a hazard to the health or safety of persons on or about the Leased Property or which requires removal or remediation under any Environmental Law, including without limitation, any substance which is toxic, explosive, flammable, radioactive, or otherwise hazardous or is included within the meaning of “hazardous substance”, “hazardous waste”, “toxic substance”, or “pollutant” as defined in any Environmental Law. At any time during the Term of this Lease, Lessor may require one or more environmental audits of the Leased Properties, in such form, scope and substance as specified by Lessor, at Tenant’s expense. Tenant shall, within thirty (30) days after receipt of an invoice from Lessor, reimburse Lessor for all costs and expenses incurred in reviewing any environmental audit, including, without limitation, reasonable attorneys’ fees and costsAgreement.

Environmental Indemnity. Tenant hereby agrees to hold ----------------------- harmless Lessor, any successors to Lessor’s 's interest in this Lease and in any Leased Property, and Lessor’s 's and such successors’ ' directors, officers, partners, members, employees and agents from and against any losses, claims, damages (including consequential damages), penalties, fines, liabilities (including strict liability), costs (including cleanup and recovery costs), and expenses (including expenses of litigation and reasonable attorneys’ ' fees) incurred by Lessor or any other indemnitee or assessed against the Leased Property by virtue of any claim or lien by any governmental or quasi-quasi- governmental unit, body, or agency, or any third party, for cleanup costs or other costs pursuant to the Comprehensive Environmental Response Response, Compensation and Liability Act of 1980, the Hazardous Materials Transportation Act, the Resource Conservation and Recovery Act, all as amended from time to time, and all state laws and federal and state regulations pursuant to the foregoing (collectively “"Environmental Laws”"). Tenant’s 's indemnity shall survive the expiration or any termination of this Lease. Provided, however, Tenant shall have no indemnity obligation with respect to (i) Hazardous Materials first introduced to the Leased Property subsequent to the date that Tenant’s 's occupancy of the applicable Leased Property shall have fully terminated or (ii) Hazardous Materials Material first introduced to the Leased Property prior to the Existing Lease Effective Datedate hereof, except to the extent arising from any deterioration on or after the Existing Lease Effective Date date hereof in any condition existing prior to the April 30, 1998date hereof. “"Hazardous Materials” " means any substance the presence of which poses a hazard to the health or safety of persons on or about the Leased Property or which requires removal or remediation under any Environmental Law, including without limitation, any substance which is toxic, explosive, flammable, radioactive, or otherwise hazardous or is included within the meaning of “"hazardous substance”", “"hazardous waste”", “"toxic substance”", or “pollutant” as defined in any Environmental Law. At any time during the Term of this Lease, Lessor may require one or more environmental audits of the Leased Properties, in such form, scope and substance as specified by Lessor, at Tenant’s expense. Tenant shall, within thirty (30) days after receipt of an invoice from Lessor, reimburse Lessor for all costs and expenses incurred in reviewing any environmental audit, including, without limitation, reasonable attorneys’ fees and costs.or

Environmental Indemnity. Tenant hereby agrees In addition to hold harmless Lessor, any successors to Lessor’s interest all other indemnities provided in this Lease Agreement, Operator agrees to defend, indemnify and in hold the Port free and harmless from any Leased Property, and Lessor’s and such successors’ directors, officers, partners, members, employees and agents from and against any losses, all claims, damages (including consequential damages)causes of action, regulatory demands, liabilities, fines, penalties, fineslosses, liabilities (and expenses, including strict liability), without limitation cleanup or other remedial costs (and including cleanup and recovery costs), and expenses (including expenses of litigation and reasonable attorneys’ fees) , costs and all other reasonable litigation expenses when incurred by Lessor and whether incurred in defense of actual litigation or any other indemnitee in reasonable anticipation of litigation), arising from the existence or assessed against the Leased Property by virtue discovery of any claim or lien by any governmental or quasiHazardous Substance (other than Pre-governmental unit, bodyLease Environmental Condition) on the Premises, or agencythe migration of any Hazardous Substance from the Premises to other properties or into the surrounding environment, caused by the Operator, whether (i) made, commenced or incurred during the Lease Term, or any third party(ii) made, for cleanup costs commenced or other costs incurred after the expiration or termination of this Lease Agreement if arising out of events occurring during the Lease Term; provided, however, Operator’s obligation to indemnify the Port pursuant to this Section 18.9 shall not apply with respect to either (a) Pre-Lease Environmental Condition, (ii) any Hazardous Substance released by another Operator, or the Comprehensive Environmental Response Compensation Port, its commissioners, officers, agents and Liability Act employees, (iii) any release of 1980a Hazardous Substance clearly arising from any construction defect in the Fuel Facilities, which defect is discovered within six (6) years of the Commencement Date for the QTA Space and (iv) any Hazardous Materials Transportation Act, Substance (for which Operator is not otherwise responsible) clearly migrating onto the Resource Conservation and Recovery Act, all as amended Consolidated Rental Car Facility Site from time to time, and all state laws and federal and state regulations pursuant to the foregoing (collectively “Environmental Laws”)some other location through no fault of Operator. TenantOperator’s indemnity obligations under this Section shall survive the expiration or any earlier termination of this LeaseLease Agreement. Provided, however, Tenant shall have no indemnity obligation with With respect to (icleanup of any Hazardous Substances on the Premises, the Port agrees that it will reasonably approve cleanup criteria and investigation, monitoring, and remediation activities that comply with Environmental Laws and are consistent with both current commercial/industrial uses at the site as well as the Port’s future development plans for the site. The Port further agrees that it will not unreasonably withhold approval of any institutional control(s) Hazardous Materials first introduced to consistent with the Leased Property subsequent to the date that Tenant’s occupancy of the applicable Leased Property shall have fully terminated or (ii) Hazardous Materials first introduced to the Leased Property prior to the Existing Lease Effective Date, except to the extent arising from any deterioration on or after the Existing Lease Effective Date in any condition existing prior to the April 30, 1998. “Hazardous Materials” means any substance the presence of which poses a hazard to the health or safety of persons on or about the Leased Property or which requires removal or remediation under any Environmental Law, including without limitation, any substance which is toxic, explosive, flammable, radioactive, or otherwise hazardous or is included within the meaning of “hazardous substance”, “hazardous waste”, “toxic substance”, or “pollutant” as defined in any Environmental Law. At any time during the Term of this Lease, Lessor may require one or more environmental audits of the Leased Properties, in such form, scope and substance as specified by Lessor, at Tenant’s expense. Tenant shall, within thirty (30) days after receipt of an invoice from Lessor, reimburse Lessor for all costs and expenses incurred in reviewing any environmental audit, including, without limitation, reasonable attorneys’ fees and costsforegoing standard.

Environmental Indemnity. Tenant hereby In addition to all other indemnities provided in this Agreement, except as otherwise provided in Section 14.4, Xxxxxx agrees to defend, indemnify and hold the Port free and harmless Lessor, from any successors to Lessor’s interest in this Lease and in any Leased Property, and Lessor’s and such successors’ directors, officers, partners, members, employees and agents from and against any losses, all claims, damages (including consequential damages)causes of action, regulatory demands, liabilities, fines, penalties, fineslosses, liabilities (and expenses, including strict liability), without limitation cleanup or other remedial costs (and including cleanup and recovery costs), and expenses (including expenses of litigation and reasonable attorneys’ fees) incurred by Lessor or any other indemnitee or assessed against the Leased Property by virtue of any claim or lien by any governmental or quasi-governmental unit, body, or agency, or any third party, for cleanup costs or other costs pursuant to the Comprehensive Environmental Response Compensation and Liability Act of 1980, the Hazardous Materials Transportation Act, the Resource Conservation and Recovery Act, all as amended from time to time, and all state laws other reasonable litigation expenses when incurred and federal and state regulations pursuant to the foregoing (collectively “Environmental Laws”whether incurred in defense of actual litigation or in reasonable anticipation of litigation). Tenant’s indemnity shall survive the expiration or any termination of this Lease. Provided, however, Tenant shall have no indemnity obligation with respect to (i) Hazardous Materials first introduced to the Leased Property subsequent to the date that Tenant’s occupancy of the applicable Leased Property shall have fully terminated or (ii) Hazardous Materials first introduced to the Leased Property prior to the Existing Lease Effective Date, except to the extent arising from any deterioration on Hazardous Substance stored, released, spilled, discharged, leaked, emitted, injected, escaped or after the Existing Lease Effective Date in any condition existing prior to the April 30dumped in, 1998. “Hazardous Materials” means any substance the presence of which poses a hazard to the health or safety of persons on or about the Leased Property after the Commencement Date (i) by Tenant or which requires removal its employees, agents, invitees or remediation sublessees or (ii) by unassociated third parties, if prevention of the release was within Tenant’s control. Except as otherwise provided in this Agreement, Tenant’s obligations under this Section shall survive the expiration or earlier termination of this Agreement. Notwithstanding the foregoing, in no event shall Tenant be liable for, and the Port shall defend (with counsel reasonably acceptable to Tenant and the Port’s insurer), indemnify and hold Tenant free and harmless from any Environmental Lawand all claims, causes of action, regulatory demands, liabilities, fines, penalties, losses, and expenses, including without limitation, any substance which is toxic, explosive, flammable, radioactivelimitation investigation and cleanup, or otherwise hazardous other remedial costs (and including attorneys’ fees, costs and all other reasonable litigation expenses when incurred and whether incurred in defense of actual litigation or is included within in reasonable anticipation of litigation), arising from Pre-existing Hazardous Substances or the meaning migration of “hazardous substance”any Hazardous Substance onto the Premises from other properties owned by the Port. In addition, “hazardous waste”if Tenant disposes of any Pre-existing Hazardous Substances or Hazardous Substances that have migrated onto the Premises from other properties owned by the Port, “toxic substance”the Port shall sign generator slips, as requested by Tenant, with respect to any such Pre-existing Hazardous Substances or “pollutant” as defined in any Environmental LawHazardous Substances. At any time during The Port's obligations under this Section shall survive the Term expiration or earlier termination of this Lease, Lessor may require one or more environmental audits of the Leased Properties, in such form, scope and substance as specified by Lessor, at Tenant’s expense. Tenant shall, within thirty (30) days after receipt of an invoice from Lessor, reimburse Lessor for all costs and expenses incurred in reviewing any environmental audit, including, without limitation, reasonable attorneys’ fees and costsAgreement.

Environmental Indemnity. (A) Tenant hereby unconditionally agrees to indemnity and hold harmless Lessor, any successors to Lessor’s interest in this Lease and in any Leased Property, and Lessor’s and such successors’ directors, officers, partners, members, employees and agents Landlord from and against any and all losses, claims, damages (including consequential damages), penalties, fines, liabilities (including strict liability)liabilities, costs (including cleanup and recovery costs), and expenses (including expenses attorneys fees and Court costs) fines, injuries, penalties, response costs (including the cost of litigation any required or necessary investigation, testing, monitoring, repair, cleanup, detoxification; preparation of any closure or other required plants, or other removal, response or remedial action at or relating to the property) collectively, the “Claims and reasonable attorneysCosts”, without limit as to amount, with respect to, as a direct or indirect result of, or arising out of any of the following: (i) Any requirement, lawsuit (brought or threatened), settlement, agreement or requirement of any insurer of the Property or any portion thereof, relating to the Tenant's (including Tenant's agents, employees, invitees or licensees) generation, presence, management, disposal, release (or threatened release), escape, seepage, leakage or cleanup of any Hazardous Materials (as hereinafter defined) at, on, from or under all or portion of the Property; or (1) The migration of Tenant’s (including Tenant's agents, employees, invitees or licensees) Hazardous Materials defined below from the Property to any other property; or (2) The transportation of Tenant's (including Tenant’s agents, employees, invitees or licensees) Hazardous Materials from the Premises. (B) For the purpose of this Agreement, the term “Hazardous Materials’ feesshall include, but shall not be limited to: (1) incurred by Lessor Any substances defined as “Hazardous Substances”, “Pollutants”, “Contaminants”, “Hazardous Wastes”, or “Hazardous or Toxic Substances” or related materials or any other indemnitee or assessed against the Leased Property by virtue substance capable of any claim or lien by any governmental or quasi-governmental unit, bodypolluting, or agencyendangering the environment, as now or hereafter defined in any third partyapplicable federal, for cleanup costs state or other costs pursuant local law, regulation, ordinance or directive including, but not limited to the Comprehensive Environmental Response Response, Compensation and Liability Act of 1980, as amended by the Superfund Amendments and Rxxxxxxxxxxxxxx Xxx, 00 X.X.X. §0000 et seq; the Hazardous Materials Transportation ActTxxxxxxxxxxxxx Xxx, 00 X.X.X. §0000 et seq; the Toxic Substance Cxxxxxx Xxx, 00 X.X.X. §0000, et seq; the Resource Conservation and Recovery Act, all as amended from time to time42 U.S.C. §9601, et seq; the Clean Water Act, 33 U.S.C. § 1251, et seq; and all state laws the Clean Air Act, 42 U.S.C. §7412, et seq; the Pennsylvania Hazardous Sites Cleanup Act, Act of October 18, 1988, No. 108; the Pennsylvania “Solid Waste Management Act”, 35 P.S. §6018.1 et seq; the Pennsylvania Clean Streams Law, 35 P.S. §691.1 et seq; the Pennsylvania “Air Pollution Control Act, 35 P.S. §4001.1, et seq. as any such Acts may be amended, modified or supplemented; (2) Those substances listed or otherwise identified in the Regulations adopted and federal and state regulations publications issues, as may be amended, modified or supplemented, pursuant to any of the foregoing above referred statutes; and (collectively “Environmental Laws”). Tenant’s indemnity shall survive the expiration 3) Any friable asbestos, airborne asbestos, or any termination substance or material containing asbestos. (C) Tenant shall indemnify Landlord from any such “Claims and Costs” defined above, whether arising under the statutory provisions enumerated above or whether said Claims and Costs are sought to be recovered under common law theories and actions. (D) The indemnification, hold harmless and defend provisions of this Lease. ProvidedSection 41 shall be deemed to be effective as against any Claims or Costs as defined in this Section 41 asserted or sought by any legal, howeverequitable or administrative proceedings, Tenant shall have no indemnity obligation with respect to (i) Hazardous Materials first introduced to the Leased Property subsequent to the date that Tenant’s occupancy of the applicable Leased Property shall have fully terminated or (ii) Hazardous Materials first introduced to the Leased Property prior to the Existing Lease Effective Date, except to the extent arising from by any deterioration other method or means on or after the Existing Lease Effective Commencement Date and shall be valid for all time thereafter and shall be binding upon the successors and assigns of Tenant. (E) Tenant expressly assumes any and all liabilities as described in this Section 41 (A)-(D) above which may arise from circumstances or conditions on the Premises pursuant to common law or any condition existing prior federal, state or local law, ordinance or regulation relating to the April 30environment including, 1998. “Hazardous Materials” means any substance the presence of which poses a hazard but in no way limited to the health or safety of persons on or about the Leased Property or which requires removal or remediation under any Environmental Law, including without limitation, any substance which is toxic, explosive, flammable, radioactive, or otherwise hazardous or is included within the meaning of “hazardous substance”, “hazardous waste”, “toxic substance”, or “pollutant” as defined in any Environmental Law. At any time during the Term of this Lease, Lessor may require one or more environmental audits of the Leased Properties, in such form, scope various statutes and substance as specified by Lessor, at Tenant’s expense. Tenant shall, within thirty (30) days after receipt of an invoice from Lessor, reimburse Lessor for all costs and expenses incurred in reviewing any environmental audit, including, without limitation, reasonable attorneys’ fees and costsacts enumerated herein.

Environmental Indemnity. Tenant hereby agrees to hold harmless Lessor, any successors to Lessor’s interest in this Lease and in any Leased Property(a) Comply, and Lessor’s cause each of its Subsidiaries to comply, with all Environmental Laws and provide to the Agent all documentation in connection with such successors’ directorscompliance that the Agent may reasonably request; and not cause or permit the Collateral or any property or facility owned, officersleased, partnersoperated or controlled by the Borrower or any of its Subsidiaries to be used for any activities involving, membersdirectly or indirectly, employees the use, generation, treatment, storage, release or disposal of any Hazardous Materials in violation of Environmental Law or in a manner that could result in Environmental Liabilities and agents from Costs; and against take all necessary steps to initiate and expeditiously complete all Remedial Action to eliminate any lossessuch Environmental Liabilities and Costs. In the event the Borrower fails to comply with the covenants in the preceding sentence, claimsthe Agent may, damages (including consequential damages)in addition to any other applicable remedies set forth herein, penaltiesat Borrower's sole cost and expense, fines, liabilities (including strict liability), costs (including cleanup and recovery costs)cause any Remedial Action to be taken, and the Borrower shall provide to the Agent access to the Mortgaged Property for such purpose. Any costs or expenses (including expenses of litigation and reasonable attorneys’ fees) incurred by Lessor or the Agent for such purpose shall be immediately due and payable by the Borrower and shall bear interest at the rate determined pursuant to Section 2.08(d) herein. (b) The Agent shall have the right at any other indemnitee or assessed against time that any Obligations are outstanding, at the Leased sole cost and expense of the Borrower, to conduct an environmental audit of the Mortgaged Property by virtue of any claim such persons or lien firms appointed by any governmental or quasi-governmental unit, body, or agency, or any third party, for cleanup costs or other costs pursuant to the Comprehensive Environmental Response Compensation and Liability Act of 1980, the Hazardous Materials Transportation Act, the Resource Conservation and Recovery Act, all as amended from time to timeAgent, and the Borrower shall cooperate in all state laws and federal and state regulations pursuant to respects in the foregoing (collectively “Environmental Laws”). Tenant’s indemnity shall survive the expiration or any termination conduct of this Lease. Provided, however, Tenant shall have no indemnity obligation with respect to (i) Hazardous Materials first introduced to the Leased Property subsequent to the date that Tenant’s occupancy of the applicable Leased Property shall have fully terminated or (ii) Hazardous Materials first introduced to the Leased Property prior to the Existing Lease Effective Date, except to the extent arising from any deterioration on or after the Existing Lease Effective Date in any condition existing prior to the April 30, 1998. “Hazardous Materials” means any substance the presence of which poses a hazard to the health or safety of persons on or about the Leased Property or which requires removal or remediation under any Environmental Law, including without limitation, any substance which is toxic, explosive, flammable, radioactive, or otherwise hazardous or is included within the meaning of “hazardous substance”, “hazardous waste”, “toxic substance”, or “pollutant” as defined in any Environmental Law. At any time during the Term of this Lease, Lessor may require one or more environmental audits of the Leased Properties, in such form, scope and substance as specified by Lessor, at Tenant’s expense. Tenant shall, within thirty (30) days after receipt of an invoice from Lessor, reimburse Lessor for all costs and expenses incurred in reviewing any environmental audit, including, without limitation, reasonable attorneys’ fees by providing access to the Mortgaged Property and coststo all records relating thereto. To the extent that any such environmental audit identifies conditions which violate, or could be expected to give rise to liabilities or obligations under, Environmental Laws, the Borrower agrees to expeditiously conduct all Remedial Action necessary to eliminate such conditions. (c) On behalf of the Borrower and its Subsidiaries, the Borrower hereby agrees to defend, indemnify, and hold harmless the Agent, the Lenders and the Letter of Credit Issuer, their employees, agents, officers, and directors, from and against any Environmental Liabilities and Costs, including, without limitation, those arising out of (i) any Release or threatened Release on any property presently or formerly owned, leased, operated or controlled by the Borrower or any of its Subsidiaries (or their predecessors in interest or title) or at any disposal facility which received Hazardous Materials generated by Borrower or any of its Subsidiaries (or their predecessors in interest or title); (ii) any violation of Environmental Laws;

Environmental Indemnity. Tenant hereby Landlord agrees to indemnify, defend (by counsel reasonably acceptable to Tenant), protect and hold harmless LessorTenant, any successors to Lessor’s interest in this Lease and in any Leased PropertyBPI, and Lessor’s and such successors’ directors, officers, partners, members, employees and agents any party affiliated with Tenant from and against any and all claims, judgments, liabilities, losses, claims, damages (including consequential damages), penalties, fines, liabilities (including strict liability), costs (including cleanup and recovery costs), and expenses (including expenses of litigation and without limitation, reasonable attorneys’ fees' fees and court costs) incurred arising from, or in connection with: (i) any storage or usage of any Hazardous Substances by Lessor Landlord (or any other indemnitee its employees, agents, contractors, invitees or assessed against licensees) in, on or about the Leased Property by virtue Premises; (ii) any transportation of any claim Hazardous Substances to or lien from the Leased Premises by Landlord (or its employees, agents, contractors, invitees or licensees); or (iii) the inaccuracy of any governmental of the representations set forth in Subsection 26(m). The claims, judgments, liabilities, losses, costs and expenses from and against which Landlord has agreed to indemnify, defend, protect and hold harmless Tenant and any party affiliated with Tenant under this Subsection shall include the following: (i) any obligation or quasi-governmental unitliability of Landlord or Tenant under any of the Applicable Laws to remove any Hazardous Substance or contaminated soil or groundwater from the Leased Premises, body"clean up" any contamination of the soil or the groundwater in, on or under the Leased Premises, or agencyperform any monitoring or remediation of or for the Leased Premises; (ii) all charges, fines or penalties imposed by governmental authority or under any of the Applicable Laws governing Hazardous Substances; and (iii) all claims by, and liabilities to, any third party. Landlord agrees, for cleanup costs at its cost and expense, and in accordance with Applicable Laws, to monitor, remediate, and pay any charges, fines, or other costs pursuant penalties related to, any Hazardous Substances or petroleum products present at, on, or under, or released from the soil or groundwater of, the Leased Premises or the Park prior to the Comprehensive Environmental Response Compensation and Liability Act Commencement Date; provided that the presence of 1980such Hazardous Substances or petroleum products is not related to any action or omission of Tenant or its employees, the Hazardous Materials Transportation Actagents, the Resource Conservation and Recovery Actcontractors, all as amended from time to time, and all state laws and federal and state regulations pursuant to the foregoing (collectively “Environmental Laws”)invitees or licensees. Tenant’s indemnity The obligations of Landlord under this Subsection shall survive the expiration or any earlier termination of this Lease. Provided, however, Tenant shall have no indemnity obligation with respect to (i) Hazardous Materials first introduced to the Leased Property subsequent to the date that Tenant’s occupancy of the applicable Leased Property shall have fully terminated or (ii) Hazardous Materials first introduced to the Leased Property prior to the Existing Lease Effective Date, except to the extent arising from any deterioration on or after the Existing Lease Effective Date in any condition existing prior to the April 30, 1998. “Hazardous Materials” means any substance the presence of which poses a hazard to the health or safety of persons on or about the Leased Property or which requires removal or remediation under any Environmental Law, including without limitation, any substance which is toxic, explosive, flammable, radioactive, or otherwise hazardous or is included within the meaning of “hazardous substance”, “hazardous waste”, “toxic substance”, or “pollutant” as defined in any Environmental Law. At any time during the Term of this Lease, Lessor may require one or more environmental audits of the Leased Properties, in such form, scope and substance as specified by Lessor, at Tenant’s expense. Tenant shall, within thirty (30) days after receipt of an invoice from Lessor, reimburse Lessor for all costs and expenses incurred in reviewing any environmental audit, including, without limitation, reasonable attorneys’ fees and costs.

Environmental Indemnity. Tenant hereby agrees to indemnify and hold Landlord harmless Lessorfrom and against, and to reimburse Landlord with respect to, any successors to Lessor’s interest in this Lease and in any Leased Propertyall claims, and Lessor’s and such successors’ directorsdemands, officerscauses of action, partners, members, employees and agents from and against any losses, claimsdamages, damages (including consequential damages), penalties, fines, liabilities (including strict liability)liabilities, costs (including cleanup and recovery costs), and expenses (including expenses attorneys' fees and court costs), fines and/or penalties of litigation any and reasonable attorneys’ fees) every kind or character, known or unknown, fixed or contingent, asserted or potentially asserted against or incurred by Lessor Landlord at any time and from time to time by reason of, in connection with or arising out of (A) the failure of Tenant to perform any obligation herein required to be performed by Tenant regarding Applicable Environmental Laws, (B) any violation of any Applicable Environmental Law by Tenant or with respect to the Parcels or any disposal or other release by Tenant or with respect to the Parcels of any hazardous substance, environmental contaminants or solid waste on or to the Parcels, whether or not resulting in a violation of any Applicable Environmental Law, (C) any act, omission, event or circumstance by Tenant or with respect to the Parcels which constitutes or has constituted violation of any Applicable Environmental Law with respect to the Parcels, regardless of whether the act, omission, event or circumstance constituted a violation of any Applicable Environmental Law at the time of its existence or occurrence, and (D) except to the extent of Landlord's gross negligence or willful misconduct, any and all claims or proceedings (whether brought by private party or governmental agencies) for bodily injury, property damage, abatement or remediation, environmental damage or impairment or any other indemnitee injury or assessed against damage resulting from or relating to any hazardous or toxic substance or contaminated material located upon or migrating into, from or through the Leased Property Parcels (whether or not the release of such materials was caused by virtue Tenant, a subtenant, a prior owner of any claim or lien by any governmental or quasi-governmental unit, body, or agency, the Parcels or any third party, for cleanup costs or other costs pursuant to the Comprehensive Environmental Response Compensation and Liability Act of 1980, the Hazardous Materials Transportation Act, the Resource Conservation and Recovery Act, all as amended from time to time, and all state laws and federal and state regulations pursuant to the foregoing (collectively “Environmental Laws”)Entity) which Landlord may incur. Tenant’s indemnity 's duty to indemnify Landlord under this Section 22.2 shall survive the expiration or any earlier ------------ termination of this Lease. Provided, however, Tenant shall have no indemnity obligation the Lease with respect to (i) Hazardous Materials first introduced to the Leased Property subsequent to the date that Tenant’s occupancy of the applicable Leased Property shall have fully terminated events occurring during or (ii) Hazardous Materials first introduced to the Leased Property prior to the Existing Lease Effective Date, except to the extent arising from any deterioration on Term or after the Existing Term while Landlord has record title to and Tenant is occupying the Parcels, but shall terminate as to events occurring wholly after Tenant is in default under the Lease Effective Date and is no longer in any condition existing prior to the April 30, 1998. “Hazardous Materials” means any substance the presence of which poses a hazard to the health or safety of persons on or about the Leased Property or which requires removal or remediation under any Environmental Law, including without limitation, any substance which is toxic, explosive, flammable, radioactive, or otherwise hazardous or is included within the meaning of “hazardous substance”, “hazardous waste”, “toxic substance”, or “pollutant” as defined in any Environmental Law. At any time during the Term of this Lease, Lessor may require one or more environmental audits possession of the Leased Properties, in such form, scope and substance as specified by Lessor, at Tenant’s expense. Tenant shall, within thirty (30) days after receipt of an invoice from Lessor, reimburse Lessor for all costs and expenses incurred in reviewing any environmental audit, including, without limitation, reasonable attorneys’ fees and costsParcels.

Environmental Indemnity. Tenant hereby agrees to hold shall protect, indemnify and save harmless LessorLandlord, any successors to Lessor’s interest in this Lease Agent and in any Leased Propertyall of their respective members, and Lessor’s and such successors’ directors, officers, partners, members, employees and agents from and against any lossesall liabilities, claimsobligations, damages (including consequential claims damages), penalties, fines, liabilities (including strict liability)causes of action, costs (including cleanup and recovery costs), and expenses (including expenses of litigation and reasonable attorneys’ fees) incurred by Lessor or any other indemnitee or assessed against the Leased Property by virtue of any claim or lien by any governmental or quasi-governmental unit, body, or agency, or any third party, for cleanup costs or other costs pursuant to the Comprehensive Environmental Response Compensation and Liability Act of 1980, the Hazardous Materials Transportation Act, the Resource Conservation and Recovery Act, all as amended from time to time, and all state laws and federal and state regulations pursuant to the foregoing (collectively “Environmental Laws”). Tenant’s indemnity shall survive the expiration or any termination of this Lease. Provided, however, Tenant shall have no indemnity obligation with respect to (i) Hazardous Materials first introduced to the Leased Property subsequent to the date that Tenant’s occupancy of the applicable Leased Property shall have fully terminated or (ii) Hazardous Materials first introduced to the Leased Property prior to the Existing Lease Effective Date, except to the extent arising from any deterioration on or after the Existing Lease Effective Date in any condition existing prior to the April 30, 1998. “Hazardous Materials” means any substance the presence of which poses a hazard to the health or safety of persons on or about the Leased Property or which requires removal or remediation under any Environmental Law, including without limitation, any substance which is toxic, explosive, flammable, radioactive, or otherwise hazardous or is included within the meaning of “hazardous substance”, “hazardous waste”, “toxic substance”, or “pollutant” as defined in any Environmental Law. At any time during the Term of this Lease, Lessor may require one or more environmental audits of the Leased Properties, in such form, scope and substance as specified by Lessor, at Tenant’s expense. Tenant shall, within thirty (30) days after receipt of an invoice from Lessor, reimburse Lessor for all costs and expenses incurred in reviewing any environmental audit, including, without limitation, reasonable attorneys’ fees and costsexpenses) of whatever kind or nature, contingent or otherwise, known or unknown, incurred or imposed, based upon any Environmental Laws or resulting from any Environmental Condition on or about the Leased Premises which occurs due to the acts or omissions of Tenant or the Permitted Parties of Tenant (“Tenant Contamination”). In case any action, suit or proceeding is brought against any of the parties indemnified herein by reason of any Tenant Contamination, Tenant will, at Tenant’s expense, by counsel reasonably approved by Landlord, resist and defend such action, suit or proceeding, or cause the same to be resisted and defended. The obligations of Tenant under this Section 18.3 shall survive the expiration or earlier termination of this Lease, and Tenant shall, notwithstanding a termination of this Lease, continue to pay rent for the Leased Premises in the same amount paid during the last year of the term hereof until such time as all remediation work required to cure such matter has been completed. Landlord shall protect, indemnify and save harmless Tenant and all of its respective members, directors, officers, employees and agents from and against all liabilities, obligations, claims damages, penalties, causes of action, costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) of whatever kind or nature, contingent or otherwise, known or unknown, incurred or imposed, based upon any Environmental Laws or resulting from any Environmental Condition on or about the Leased Premises which occurs due to the acts or omissions of Landlord or the Permitted Parties of Landlord (“Landlord Contamination”). In case any action, suit or proceeding is brought against any of the parties indemnified herein by reason of any Landlord Contamination, Landlord will, at Landlord’s expense, by counsel reasonably approved by Tenant, resist and defend such action, suit or proceeding, or cause the same to be resisted and defended. During any remediation necessitated of any Landlord Contamination, the rent payable hereunder shall be equitably adjusted to the extent of any material adverse interference with Tenant’s use and occupancy of the Leased Premises. The obligations of Landlord under this Section 18.3 shall survive the expiration or earlier termination of this Lease.

Environmental Indemnity. Tenant hereby agrees to hold harmless LessorSublessee expressly warrants that it will keep the premises free from hazardous materials as defined by the environmental protection agency or any other such agency for law or regulation promulgated by government of legislative authority, any successors to Lessor’s interest provided, however, that Sublessee may keep customary office supplies (which may be defined as hazardous materials) in this Lease amounts and in a manner permitted by applicable law. In the event that any Leased Property, and Lessor’s such hazardous materials are found to be present in or on the premises or on the property upon which the premises are situated and such successors’ directorsmaterials are placed there as a result of acts or omissions of Sublessee (even if such acts or omissions constitute a rightful use of the premises in all other respects), officersSublessee shall initiate immediate cleanup and removal of such materials at its sole expense. Sublessor may, partnersbut shall not be required, membersto consider the existence of such materials produced by Sublessee as an event of default and may thereby terminate this sublease in addition to any other right or remedy provided under this sublease or in law or at equity. Sublessee shall indemnify, employees defend and agents hold Sublessor and Xxxxx harmless from and against any lossesloss, claims, damages cost (including consequential damagesreasonable attorney fees), penaltiesclaim, finesliability, liabilities or damage (including strict liability), costs (including cleanup and recovery costs), and expenses (including expenses fines or penalties imposed by any governmental agency) arising out of litigation and reasonable attorneys’ fees) incurred the presence or removal of such hazardous material occasioned by Lessor Sublessee. Sublessor expressly warrants that it will keep the premises free from hazardous materials as defined by the environmental protection agency or any other indemnitee such agency or assessed law or regulation promulgated by government or legislative authority, provided, however, that Sublessor may keep customary office supplies and building cleaning and maintenance supplies (which may be defined as hazardous materials) in amounts and in a manner permitted by applicable law. In the event that any such hazardous materials are found to be present in or on the premises or on the property upon which the premises are situated and such materials are placed there as a result of acts or omissions of Sublessor (even if such acts or omissions constitute a rightful use of the premises in all other respects). Sublessor shall initiate immediate cleanup and removal of such materials at its sole expense. Sublessee may, but shall not be required, to consider the existence of such materials produced by Sublessor as an event of default and may thereby terminate this sublease in addition to any other right or remedy provided under this sublease or in law or at equity. Further, Sublessor shall indemnify, defend and hold Sublessee and Xxxxx harmless from and against the Leased Property by virtue of any loss, cost (including reasonable attorney fees), claim liability, or lien damage (including fines or penalties imposed by any governmental or quasi-governmental unit, body, or agency, or any third party, for cleanup costs or other costs pursuant to the Comprehensive Environmental Response Compensation and Liability Act of 1980, the Hazardous Materials Transportation Act, the Resource Conservation and Recovery Act, all as amended from time to time, and all state laws and federal and state regulations pursuant to the foregoing (collectively “Environmental Laws”). Tenant’s indemnity shall survive the expiration or any termination of this Lease. Provided, however, Tenant shall have no indemnity obligation with respect to (i) Hazardous Materials first introduced to the Leased Property subsequent to the date that Tenant’s occupancy arising out of the applicable Leased Property shall have fully terminated presence or (ii) Hazardous Materials first introduced to the Leased Property prior to the Existing Lease Effective Date, except to the extent arising from removal of any deterioration on or after the Existing Lease Effective Date in any condition existing prior to the April 30, 1998. “Hazardous Materials” means any substance the presence of which poses a hazard to the health or safety of persons on or about the Leased Property or which requires removal or remediation under any Environmental Law, including without limitation, any substance which is toxic, explosive, flammable, radioactive, or otherwise such hazardous or is included within the meaning of “hazardous substance”, “hazardous waste”, “toxic substance”, or “pollutant” as defined in any Environmental Law. At any time during the Term of this Lease, Lessor may require one or more environmental audits of the Leased Properties, in such form, scope and substance as specified material occasioned by Lessor, at Tenant’s expense. Tenant shall, within thirty (30) days after receipt of an invoice from Lessor, reimburse Lessor for all costs and expenses incurred in reviewing any environmental audit, including, without limitation, reasonable attorneys’ fees and costsSublessor.

Environmental Indemnity. Tenant hereby agrees to hold shall protect, indemnify and save harmless LessorLandlord, any successors to Lessor’s interest in this Lease Agent and in any Leased Propertyall of their respective members, and Lessor’s and such successors’ directors, officers, partners, members, employees and agents from and against any lossesall liabilities, claimsobligations, damages (including consequential claims damages), penalties, fines, liabilities (including strict liability)causes of action, costs (including cleanup and recovery costs), and expenses (including expenses of litigation and reasonable attorneys’ fees) incurred by Lessor or any other indemnitee or assessed against the Leased Property by virtue of any claim or lien by any governmental or quasi-governmental unit, body, or agency, or any third party, for cleanup costs or other costs pursuant to the Comprehensive Environmental Response Compensation and Liability Act of 1980, the Hazardous Materials Transportation Act, the Resource Conservation and Recovery Act, all as amended from time to time, and all state laws and federal and state regulations pursuant to the foregoing (collectively “Environmental Laws”). Tenant’s indemnity shall survive the expiration or any termination of this Lease. Provided, however, Tenant shall have no indemnity obligation with respect to (i) Hazardous Materials first introduced to the Leased Property subsequent to the date that Tenant’s occupancy of the applicable Leased Property shall have fully terminated or (ii) Hazardous Materials first introduced to the Leased Property prior to the Existing Lease Effective Date, except to the extent arising from any deterioration on or after the Existing Lease Effective Date in any condition existing prior to the April 30, 1998. “Hazardous Materials” means any substance the presence of which poses a hazard to the health or safety of persons on or about the Leased Property or which requires removal or remediation under any Environmental Law, including without limitation, any substance which is toxic, explosive, flammable, radioactive, or otherwise hazardous or is included within the meaning of “hazardous substance”, “hazardous waste”, “toxic substance”, or “pollutant” as defined in any Environmental Law. At any time during the Term of this Lease, Lessor may require one or more environmental audits of the Leased Properties, in such form, scope and substance as specified by Lessor, at Tenant’s expense. Tenant shall, within thirty (30) days after receipt of an invoice from Lessor, reimburse Lessor for all costs and expenses incurred in reviewing any environmental audit, including, without limitation, reasonable attorneys’ ' fees and costsexpenses) of whatever kind or nature, contingent or otherwise, known or unknown, incurred or imposed, based upon any Environmental Laws or resulting from any Environmental Condition on or about the Leased Premises which occurs due to the acts or omissions of Tenant or the Permitted Parties of Tenant ("Tenant Contamination"). In case any action, suit or proceeding is brought against any of the parties indemnified herein by reason of any Tenant Contamination, Tenant will, at Tenant's expense, by counsel reasonably approved by Landlord, resist and defend such action, suit or proceeding, or cause the same to be resisted and defended. The obligations of Tenant under this Section 18.3 shall survive the expiration or earlier termination of this Lease, and Tenant shall, notwithstanding a termination of this Lease, continue to pay rent for the Leased Premises in the same amount paid during the last year of the term hereof until such time as all remediation work required to cure such matter has been completed. Landlord shall protect, indemnify and save harmless Tenant and all of its respective members, directors, officers, employees and agents from and against all liabilities, obligations, claims damages, penalties, causes of action, costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) of whatever kind or nature, contingent or otherwise, known or unknown, incurred or imposed, based upon any Environmental Laws or resulting from any Environmental Condition on or about the Leased Premises which occurs due to the acts or omissions of Landlord or the Permitted Parties of Landlord ("Landlord Contamination"). In case any action, suit or proceeding is brought against any of the parties indemnified herein by reason of any Landlord Contamination, Landlord will, at Landlord's expense, by counsel reasonably approved by Tenant, resist and defend such action, suit or proceeding, or cause the same to be resisted and defended. During any remediation necessitated of any Landlord Contamination, the rent payable hereunder shall be equitably adjusted to the extent of any material adverse interference with Tenant's use and occupancy of the Leased Premises. The obligations of Landlord under this Section 18.3 shall survive the expiration or earlier termination of this Lease.

Environmental Indemnity. Tenant hereby agrees shall protect, indemnify, defend (with counsel satisfactory to Landlord) and hold harmless Lessor, any successors to Lessor’s interest in this Lease Landlord and in any Leased Property, and Lessor’s and such successors’ its directors, officers, partners, membersemployees, employees agents, lenders, and agents ground lessees, if any, and their respective successors and assigns for, from and against any and all losses, damages, claims, damages (including consequential damages)costs, expenses, penalties, finesfines and liabilities of any kind (including, liabilities (including strict liability)without limitation, costs (including cleanup the cost of any investigation, remediation and recovery costs)cleanup, and expenses (including expenses of litigation and reasonable attorneys’ ' fees) incurred by Lessor or any other indemnitee or assessed against the Leased Property by virtue of any claim or lien by any governmental or quasi-governmental unitwhich, bodyin Landlord's reasonable opinion, or agency, or any third party, for cleanup costs or other costs pursuant to the Comprehensive Environmental Response Compensation and Liability Act of 1980, the Hazardous Materials Transportation Act, the Resource Conservation and Recovery Act, all as amended from time to time, and all state laws and federal and state regulations pursuant to the foregoing (collectively “Environmental Laws”). Tenant’s indemnity shall survive the expiration or any termination of this Lease. Provided, however, Tenant shall have no indemnity obligation with respect are attributable to (i) Hazardous Materials first introduced to any Environmental Activity on the Leased Property subsequent to the date that Tenant’s occupancy of the applicable Leased Property shall have fully terminated or (ii) Hazardous Materials first introduced to the Leased Property prior to the Existing Lease Effective Date, except to the extent arising from any deterioration on or after the Existing Lease Effective Date in any condition existing prior to the April 30, 1998. “Hazardous Materials” means any substance the presence of which poses a hazard to the health or safety of persons on or about the Leased Property or which requires removal Project or remediation under any Environmental Law, including without limitation, any substance which is toxic, explosive, flammable, radioactive, in the Building or otherwise hazardous Premises undertaken or is included within committed by Tenant or Tenant's Agents or caused by the meaning negligence of “hazardous substance”, “hazardous waste”, “toxic substance”, or “pollutant” as defined in any Environmental Law. At any time such persons during the Term of this Lease, Lessor (ii) any remedial or clean-up work undertaken by or for Tenant in connection with Tenant's Environmental Activities or Tenant's compliance with Environmental Laws, or (iii) the breach by Tenant of any of its obligations and covenants set forth in this paragraph 19. Landlord shall have the right but not the obligation to join and participate in, and control, if it so elects, any legal proceedings initiated in connection with the Environmental Activities of Tenant or Tenant's agents. Landlord may require one also negotiate, defend, approve and appeal any action taken or more environmental audits issued by any applicable governmental authority with regard to contamination of the Leased Properties, in such form, scope and substance as specified Premiss or any portion of the Property or Project by Lessor, at Tenant’s expensea Hazardous Material. Tenant shall, within thirty (30) days after receipt of an invoice from Lessor, reimburse Lessor for all Any costs and or expenses incurred in reviewing any environmental auditby Landlord for which Tenant is responsible under this paragraph 19 or for which Tenant has indemnified Landlord shall be reimbursed by Tenant on demand, includingas additional rent and with interest thereon, without limitation, reasonable attorneys’ fees and costsas provided by subparagraph 17(d) of this Lease. This indemnity shall survive the termination of this Lease.

Environmental Indemnity. Tenant hereby If the presence, release, threat of release, placement on or in the Premises during the term of this Lease, or the generation, transportation, storage, treatment, or disposal at the Premises during the term of this Lease of any hazardous or toxic material: (i) gives rise to liability (including, but not limited to, a response action, remedial action, or removal action) under any Environmental Laws (as hereinafter defined) or any common law theory based on nuisance, trespass or strict liability; (ii) causes a significant public health effect; or (iii) pollutes or threatens to pollute the environment, Lessor shall, at its sole cost and expense, take any remedial and removal action necessary to clean up the Premises and mitigate exposure to liability arising from the hazardous or toxic material. Lessor agrees to indemnify, defend and hold harmless Lessor, any successors to Lessor’s interest in this Lease and in any Leased PropertyLessee, and Lessor’s and such successors’ directorsits respective agents, officers, partnersdirectors and employees (collectively, members"Indemnitees"), employees and agents from and against any lossesand all debts, liens, claims, damages (including consequential causes of action, administrative orders or notices, costs, personal injuries, losses, actual damages), penaltiesliabilities, demands, interest, fines, liabilities (including strict liability), costs (including cleanup and recovery costs), and penalties or expenses (including expenses of litigation attorneys' and reasonable attorneys’ feesconsultants' fees and expenses) and costs, suffered or incurred by Lessor or any other indemnitee or assessed against the Leased Property by virtue of any claim or lien by any governmental or quasi-governmental unit, body, or agencyIndemnitees, or any third partyof them, for cleanup costs resulting, directly or other costs pursuant to indirectly, from the Comprehensive Environmental Response Compensation and Liability Act presence in, upon or under the surface of 1980, the Hazardous Materials Transportation Act, Premises or in any surface waters or ground waters on or off the Resource Conservation and Recovery Act, all as amended from time to time, and all state laws and federal and state regulations pursuant to the foregoing (collectively “Environmental Laws”). Tenant’s indemnity shall survive the expiration Premises or any termination migration of hazardous or toxic material off the Premises if such materials were generated or stored prior to or during the term of this Lease. ProvidedNotwithstanding anything to the contrary contained herein, however, Tenant Lessor shall have no indemnity obligation with respect not be liable to (i) Hazardous Materials first Indemnitees for hazardous or toxic materials introduced to the Leased Property subsequent to the date that Tenant’s occupancy of the applicable Leased Property Premises by Lessee, its agents or employees, and Lessee shall have be responsible for cleanup and shall be fully terminated liable for any damages caused by any hazardous or (ii) Hazardous Materials first toxic material introduced to the Leased Property prior to the Existing Lease Effective DatePremises by Lessee. For purposes of this Paragraph 36, except to the extent arising from any deterioration on or after the Existing Lease Effective Date in any condition existing prior to the April 30, 1998. “Hazardous Materials” means any substance the presence of which poses a hazard to the health or safety of persons on or about the Leased Property or which requires removal or remediation under any Environmental Law, including without limitation, any substance which is toxic, explosive, flammable, radioactive, or otherwise "hazardous or is included within the meaning of “hazardous substance”, “hazardous waste”, “toxic substance”, or “pollutant” as material" shall be defined in any Environmental Law. At any time during the Term of this Lease, Lessor may require one or more environmental audits of the Leased Properties, in such form, scope and substance as specified by Lessor, at Tenant’s expense. Tenant shall, within thirty (30) days after receipt of an invoice from Lessor, reimburse Lessor for all costs and expenses incurred in reviewing any environmental audit, includingto include, without limitation, reasonable attorneys’ fees (a) asbestos or any material composed of or containing asbestos in any form and coststype, (b) polychlorinated biphenyl compounds ("PCB") or any material composed of or containing PCB, or (c) any hazardous, toxic or dangerous waste, substance, material, smoke, gas or particulate matter, as from time to time defined by or for purposes of the Comprehensive Environmental Response, Compensation and Liability Act, as amended, and any law commonly referred to as "Superfund" or any successor to such laws, or any other federal, state or local environmental, health or safety statute, ordinance, code, rule, regulation, order or decree now or hereafter in force regulating, relating to or imposing liability or standards concerning or in connection with hazardous, toxic or dangerous wastes, substances, material, smoke, gas or particulate matters (collectively, the "Environmental Laws")."

Environmental Indemnity. Tenant hereby agrees shall have no indemnification obligation in connection with any Hazardous Substances generated, stored, manufactured, produced, released, spilled, present, located, discharged or disposed of on, under, beneath, or within the soil, subsurface, surface water, or ground water of the Leased Premises prior to or as of the Commencement Date. Tenant shall indemnify, protect, defend and hold harmless LessorLandlord, any successors to Lessor’s interest in this Lease and in any Leased Propertyits Mayor, and Lessor’s and such successors’ directorsCouncil Members, officers, partners, members, employees and agents agents, and the Leased Premises, harmless from and against any lossesand all damages, liabilities, judgments, costs, claims, damages (including consequential damages)liens, expenses, penalties, fines, liabilities (including strict liability), costs (including cleanup loss of permits and recovery costs), and expenses (including expenses of litigation and reasonable attorneys’ feesand consultants’ fees arising out of or otherwise involving: (i) incurred by Lessor Tenant’s failure to use or any other indemnitee or assessed against occupy the Leased Property Premises in a manner consistent with Applicable Environmental Guidance; or (ii) any Hazardous Substances brought onto the Leased Premises by virtue of any claim or lien for Tenant or by any governmental or quasi-governmental unit, body, or agency, or any third party, for cleanup costs or other costs pursuant to anyone under Tenant’s control after the Comprehensive Environmental Response Compensation Commencement Date and Liability Act of 1980, during the Term (“Covered Hazardous Materials Transportation Act, the Resource Conservation and Recovery Act, all as amended from time to time, and all state laws and federal and state regulations pursuant to the foregoing (collectively “Environmental LawsSubstances”). Tenant’s indemnity indemnification obligations under this Article shall survive include, but not be limited to, the expiration effects of any contamination or injury to person, property or the environment created or suffered by Tenant during the Term, and the cost of investigation (including reasonable consultants’ and attorneys’ fees and testing), removal, remediation and/or abatement of any termination of this LeaseCovered Hazardous Substances. ProvidedNo termination, however, cancellation or release agreement entered into by Landlord and Tenant shall have no indemnity obligation with respect to (i) Hazardous Materials first introduced to the Leased Property subsequent to the date that release Tenant from its obligations under this Article, unless specifically so provided in such agreement. Tenant’s occupancy indemnity obligations provided in this Article shall include, without in any way limiting the foregoing: (1). All reasonable costs, expenses and attorneys’ fees incurred or sustained by any party in making any investigation on account of any claim, demand, loss, liability, cost, charge, suit, order, judgment or adjudication, in prosecuting or defending any action brought in connection therewith, in obtaining or seeking to obtain a release therefrom and in enforcing any of the applicable Leased Property shall have fully terminated or agreements herein contained; (ii) Hazardous Materials first introduced to the Leased Property prior to the Existing Lease Effective Date, except to the extent arising from any deterioration on or after the Existing Lease Effective Date in any condition existing prior to the April 30, 19982). “Hazardous Materials” means any substance the presence of which poses a hazard to the health or safety of persons on or about the Leased Property or which requires removal or remediation under any Environmental Law, including without limitation, any substance which is toxic, explosive, flammable, radioactive, or otherwise hazardous or is included within the meaning of “hazardous substance”, “hazardous waste”, “toxic substance”, or “pollutant” as defined in any Environmental Law. At any time during the Term of this Lease, Lessor may require one or more environmental audits of the Leased Properties, in such form, scope and substance as specified by Lessor, at Tenant’s expense. Tenant shall, within thirty (30) days after receipt of an invoice from Lessor, reimburse Lessor Liability for all required costs and expenses incurred in reviewing of abatement, correction or clean-up, fines, damages, response costs or penalties pursuant to the provisions of any environmental auditApplicable Laws or Environmental Laws; and (3). Liability for personal injury or Leased Premises damage arising under any statutory or common-law tort theory, including, without limitation, reasonable attorneys’ fees damages assessed for the maintenance of a public or private nuisance, or for the carrying on of an abnormally dangerous activity, and response costs. Tenant’s environmental indemnity obligations in this Article shall survive termination of this Lease.

Environmental Indemnity. (a) Tenant hereby agrees shall pay, indemnify, defend with counsel acceptable to hold Landlord and save harmless LessorLandlord Parties for, any successors to Lessor’s interest in this Lease and in any Leased Property, and Lessor’s and such successors’ directors, officers, partners, members, employees and agents from and against any lossesand all Claims (including, claimswithout limitation attorneys’ and experts’ fees and expenses, damages clean-up costs, waste disposal costs and those costs, expenses, penalties and fines within the meaning of any Environmental Law) of any kind or nature whatsoever which may at any time be imposed upon, incurred by or asserted or awarded against any of Landlord Parties arising from any violation or alleged violation after the Commencement Date (including consequential damagesand through the date on which this Lease has expired or terminated and Tenant has vacated and surrendered of the Premises as required hereunder) of any of the Environmental Laws, environmental problem or other environmental matter described herein, relating to the Premises (other than Olympia Drive, unless caused or exacerbated by any of the Tenant Parties), or as a consequence of any of Tenant’s use or operation of the Premises, including, without limitation, matters arising out of any breach of Tenant’s covenants, representations and warranties. Tenant further agrees and covenants that, except as provided in Section 13.6(b) below, none of Landlord Parties shall assume any liability or obligation for loss, damage, fines, penalties, finesclaims or duty to clean up or dispose of Hazardous Materials, liabilities (including strict liability), costs (including cleanup and recovery costs), and expenses (including expenses of litigation and reasonable attorneys’ fees) incurred by Lessor or any other indemnitee wastes or assessed against materials on or relating to the Leased Property by virtue Premises regardless of any claim or lien by any governmental or quasi-governmental unit, body, or agency, or any third party, for cleanup costs inspections or other costs pursuant to the Comprehensive Environmental Response Compensation and Liability Act actions made or taken by Landlord. The provisions of 1980, the Hazardous Materials Transportation Act, the Resource Conservation and Recovery Act, all as amended from time to time, and all state laws and federal and state regulations pursuant to the foregoing (collectively “Environmental Laws”). Tenant’s indemnity this Section 13.6 shall survive the expiration or any the earlier termination of this Lease; in addition, the covenants and indemnities of Tenant contained herein shall survive any exercise of any remedy by Landlord under the Lease. ProvidedTenant agrees that the indemnification granted herein may be enforced by any of Landlord Parties, provided, however, that nothing contained herein shall prevent Landlord from exercising any other rights under the Lease. (b) Notwithstanding the foregoing, Tenant shall have no indemnity obligation to pay, indemnify, defend with respect counsel acceptable to Landlord and save harmless the Landlord Parties for, from and against any and all Claims to the extent arising or related to (i) Hazardous Materials first introduced to that are present on the Leased Property subsequent to Premises (including the date that Tenant’s occupancy of the applicable Leased Property shall have fully terminated or (iiExcluded Areas) Hazardous Materials first introduced to the Leased Property prior to the Existing Lease Effective Commencement Date, except to the extent arising from Tenant contributed to or exacerbated the same, and (ii) for Hazardous Materials present on the Premises (including the Excluded Areas) and for violations of any deterioration on or of the Environmental Laws after the Existing Lease Effective Commencement Date if caused by Landlord or any of the other Landlord Parties (the Hazardous Materials and such violations of the Environmental Laws referred to in any condition existing prior clauses (i) and (ii) are hereby called the “Landlord Hazardous Materials”). Landlord shall, to the April 30extent permitted by law, 1998. “Hazardous Materials” means save harmless the Tenant Parties for, from and against any substance the presence of which poses a hazard to the health or safety of persons on or about the Leased Property or which requires removal or remediation under any Environmental Lawand all Claims (including, including without limitationlimitation attorneys’ and experts’ fees and expenses, any substance which is toxicclean-up costs, explosivewaste disposal costs and those costs, flammableexpenses, radioactive, or otherwise hazardous or is included penalties and fines within the meaning of “hazardous substance”, “hazardous waste”, “toxic substance”, or “pollutant” as defined in any Environmental Law) arising out of or caused by the Landlord Hazardous Materials, except to the extent the same is caused or exacerbated by Tenant or any of the other Tenant Parties. At any time during The provisions of this Section 13.6(b) shall survive the Term expiration or the earlier termination of this Lease; in addition, Lessor the covenants and indemnities of Landlord contained herein shall survive any exercise of any remedy by Tenant under the Lease. Landlord agrees that the obligations herein assumed by Landlord may require one or more environmental audits of be enforced by the Leased PropertiesTenant and any Permitted Mortgagee, in such formprovided, scope and substance as specified by Lessorhowever, at Tenant’s expense. that nothing contained herein shall prevent Tenant shall, within thirty (30) days after receipt of an invoice from Lessor, reimburse Lessor for all costs and expenses incurred in reviewing exercising any environmental audit, including, without limitation, reasonable attorneys’ fees and costsother rights under the Lease.

Environmental Indemnity. Tenant hereby agrees to From and after the Closing Date, Seller shall indemnify, hold harmless Lessor, any successors to Lessor’s interest in this Lease and in any Leased Property, and Lessor’s and such successors’ directors, officers, partners, members, employees and agents defend the Buyer Indemnified Parties from and against any losses, claims, damages (including consequential damages), penalties, fines, liabilities (including strict liability), costs (including cleanup Damages and recovery costs), and expenses (including expenses of litigation and reasonable attorneys’ fees) Proceedings asserted against or incurred by Lessor Xxxxx relating to or any other indemnitee or assessed against arising out of the Leased Property by virtue of any claim or lien by any governmental or quasi-governmental unit, body, or agency, or any third party, for cleanup costs or other costs pursuant to the Comprehensive Retained Environmental Response Compensation and Liability Act of 1980, the Hazardous Materials Transportation Act, the Resource Conservation and Recovery Act, all as amended from time to time, and all state laws and federal and state regulations pursuant to the foregoing (collectively “Environmental Laws”). Tenant’s indemnity shall survive the expiration or any termination of this Lease. ProvidedLiabilities; provided, however, Tenant that: (i) Seller shall have no liability, indemnity or defense obligation with respect for any Damages and Proceedings asserted against or incurred by Xxxxx relating to (i) Hazardous Materials first introduced to the Leased Property subsequent to the date that Tenant’s occupancy or arising out of the applicable Leased Property shall have fully terminated or such ME1 37645578v.2​ ​ Retained Environmental Liabilities for which Xxxxxx has not received timely Reasonable Written Notification from Buyer; (ii) Hazardous Materials first introduced Seller shall have no liability, indemnity or defense obligation for any Damages or Proceedings (including bodily injury or property damages) asserted against or incurred by Buyer subsequent to any change in all or any part of the Leased Property to a use in violation of Use Restrictions that results in the Damages or Proceedings for which Xxxxx is seeking defense and indemnification; (iii) Buyer shall make available all relevant existing information that, based on information and belief formed after reasonable inquiry, is known by Buyer to be in the possession or control of Buyer and provide timely, reasonable access to all personnel of Buyer with knowledge of relevant facts, and shall cooperate in all reasonable respects with Seller in connection with Seller’s defense of any Retained Environmental Liability, Third Party Environmental Claim or Governmental Environmental Enforcement Action under this Section 9.1(b). Seller shall have no liability, indemnity or defense obligation for any Damages and Proceedings asserted against or incurred by Xxxxx relating to or arising out of such Third Party Environmental Claim or Governmental Environmental Enforcement Action if Buyer unreasonably denies Seller such access and such denial materially impacts Seller’s ability to defend Third Party Environmental Claim or Governmental Environmental Enforcement Action; and (iv) To the extent any Third Party Environmental Claim or Governmental Environmental Enforcement Action relates to events or conditions occurring both prior to and after the Closing Date, then Seller’s indemnification and defense obligations for such Third Party Environmental Claim or Governmental Environmental Enforcement Action shall not exceed that portion of the Damages and Proceedings attributable to events or conditions occurring prior to the Existing Lease Effective Date, except Closing Date and will not include any attorney’s fees or professional fees incurred by Buyer in connection with that part of the Third Party Environmental Claim or Governmental Environmental Enforcement Action attributable to the extent arising from any deterioration on events or circumstances occurring after the Existing Lease Effective Date in any condition existing prior Closing. Nothing herein is intended to the April 30, 1998. “Hazardous Materials” means any substance the presence of which poses a hazard to the health modify or safety of persons on or about the Leased Property or which requires removal or remediation expand Seller’s Retained Environmental Liabilities under any Environmental Law, including without limitation, any substance which is toxic, explosive, flammable, radioactive, or otherwise hazardous or is included within the meaning of “hazardous substance”, “hazardous waste”, “toxic substance”, or “pollutant” as defined in any Environmental Law. At any time during the Term of this Lease, Lessor may require one or more environmental audits of the Leased Properties, in such form, scope and substance as specified by Lessor, at Tenant’s expense. Tenant shall, within thirty (30) days after receipt of an invoice from Lessor, reimburse Lessor for all costs and expenses incurred in reviewing any environmental audit, including, without limitation, reasonable attorneys’ fees and costsSection 7.2.

Environmental Indemnity. Tenant hereby 12.7.1 In addition to all other indemnities provided in this Agreement, Lessee agrees to defend, indemnify and hold the Port free and harmless Lessor, from any successors to Lessor’s interest in this Lease and in any Leased Property, and Lessor’s and such successors’ directors, officers, partners, members, employees and agents from and against any losses, all claims, damages (including consequential damages)causes of action, regulatory demands, liabilities, fines, penalties, fineslosses, liabilities (and expenses, including strict liability)without limitation cleanup or other remedial costs, costs (including cleanup and recovery costs)arising out of injuries to third persons or other properties, and expenses loss of revenues resulting from an inability to re-lease or market the property due to its environmental condition (even if such loss of revenue occurs after the expiration or earlier termination of this Lease) and including expenses of litigation and reasonable reasonable, out-of-pocket attorneys’ fees) , costs and all other reasonable litigation expenses when incurred by Lessor and whether incurred in defense of actual litigation or any other indemnitee in reasonable anticipation of litigation (“Damages”), to the extent arising from the existence or assessed against the Leased Property by virtue discovery of any claim or lien by any governmental or quasi-governmental unit, bodyHazardous Substance on the Premises, or agencythe migration of any Hazardous Substance from the Premises to other properties or into the surrounding environment, whether (1) made, commenced or incurred during the term of this Agreement, or (2) made, commenced or incurred after the expiration or termination of this Agreement if arising out of events occurring during the term of this Agreement, including in each case Damages resulting from any third partyfailure by Lessee to comply with Section 12.1, for cleanup costs or other costs pursuant provided that such indemnity shall not apply to any Damages to the Comprehensive Environmental Response Compensation and Liability Act extent arising from (i) the migration of 1980any Hazardous Substance onto the Premises from off the Premises that is not the result of an act or omission of Lessee, or (ii) any Pre-existing Hazardous Substances, or (iii) any act or omission of the Hazardous Materials Transportation Act, the Resource Conservation and Recovery Act, all as amended from time to time, and all state laws and federal and state regulations pursuant to the foregoing (collectively “Environmental Laws”)Port or its agents. TenantLessee’s indemnity obligations under this Section shall survive the expiration or any earlier termination of this Lease. ProvidedAgreement. 12.7.2 In addition to all other indemnities provided in this Agreement, howeverthe Port agrees to defend, Tenant shall have no indemnity obligation with respect to (i) Hazardous Materials first introduced indemnify and hold Lessee free and harmless from any and all Damages, to the Leased extent arising from the existence or discovery of any Pre-Existing Hazardous Substances, any Hazardous Substance on any property owned by the Port other than the Premises, whether leased to another tenant or not (the “Port Property”), or the migration of any Hazardous Substance from the Port Property subsequent to the date that Tenant’s occupancy Premises to other properties or into the surrounding environment, whether (1) made, commenced or incurred during the term of the applicable Leased Property shall have fully terminated this Agreement, or (ii2) Hazardous Materials first introduced made, commenced or incurred after the expiration or termination of this Agreement if arising out of events occurring during the term of this Agreement provided that such indemnity shall not apply to the Leased Property prior to the Existing Lease Effective Date, except any Damages to the extent arising from any deterioration on act or after omission of Lessee or its agents including failure to comply with the obligation in Section 12.1 to manage Pre-Existing Lease Effective Date in any condition existing prior to Hazardous Substances. The Port’s obligations under this Section shall survive the April 30, 1998. “Hazardous Materials” means any substance the presence of which poses a hazard to the health expiration or safety of persons on or about the Leased Property or which requires removal or remediation under any Environmental Law, including without limitation, any substance which is toxic, explosive, flammable, radioactive, or otherwise hazardous or is included within the meaning of “hazardous substance”, “hazardous waste”, “toxic substance”, or “pollutant” as defined in any Environmental Law. At any time during the Term earlier termination of this Lease, Lessor may require one or more environmental audits of the Leased Properties, in such form, scope and substance as specified by Lessor, at Tenant’s expense. Tenant shall, within thirty (30) days after receipt of an invoice from Lessor, reimburse Lessor for all costs and expenses incurred in reviewing any environmental audit, including, without limitation, reasonable attorneys’ fees and costsAgreement.

Environmental Indemnity. Tenant hereby agrees (a) Borrower and Guarantor agree to (i) give notice to Lender immediately upon its acquiring knowledge of the violation of any Governmental Requirement regarding the presence of any Hazardous Materials on the Property and/or of any Hazardous Materials Contamination with a full description thereof; and (ii) promptly comply with any Governmental Requirement requiring removal, treatment or disposal of such Hazardous Materials or Hazardous Materials Contamination and provide Lender with satisfactory evidence of such compliance. Upon the discovery of any Hazardous Materials Contamination, or upon the occurrence of a Default and the expiration of the cure period provided in Section 8.02, Lender shall have the right to cause an environmental audit or review of the Property to be performed by a firm acceptable to Lender at the sole cost and expense of Borrower. (b) Borrower and Guarantor shall solidarily defend, indemnify and hold harmless LessorLender, any successors to Lessor’s interest in this Lease and in any Leased Property, and Lessor’s and such successors’ its directors, officers, partners, members, agents and employees harmless from any and agents from and against any losses, claims, damages (including consequential damages), penalties, fines, all liabilities (including strict liability), actions, demands, penalties, losses, costs (including cleanup and recovery costs), and or expenses (including expenses of litigation and reasonable attorneys’ fees) incurred by Lessor or any other indemnitee or assessed against the Leased Property by virtue of any claim or lien by any governmental or quasi-governmental unit, body, or agency, or any third party, for cleanup costs or other costs pursuant to the Comprehensive Environmental Response Compensation and Liability Act of 1980, the Hazardous Materials Transportation Act, the Resource Conservation and Recovery Act, all as amended from time to time, and all state laws and federal and state regulations pursuant to the foregoing (collectively “Environmental Laws”). Tenant’s indemnity shall survive the expiration or any termination of this Lease. Provided, however, Tenant shall have no indemnity obligation with respect to (i) Hazardous Materials first introduced to the Leased Property subsequent to the date that Tenant’s occupancy of the applicable Leased Property shall have fully terminated or (ii) Hazardous Materials first introduced to the Leased Property prior to the Existing Lease Effective Date, except to the extent arising from any deterioration on or after the Existing Lease Effective Date in any condition existing prior to the April 30, 1998. “Hazardous Materials” means any substance the presence of which poses a hazard to the health or safety of persons on or about the Leased Property or which requires removal or remediation under any Environmental Law, including without limitation, any substance which is toxic, explosive, flammable, radioactive, or otherwise hazardous or is included within the meaning of “hazardous substance”, “hazardous waste”, “toxic substance”, or “pollutant” as defined in any Environmental Law. At any time during the Term of this Lease, Lessor may require one or more environmental audits of the Leased Properties, in such form, scope and substance as specified by Lessor, at Tenant’s expense. Tenant shall, within thirty (30) days after receipt of an invoice from Lessor, reimburse Lessor for all costs and expenses incurred in reviewing any environmental audit, including, without limitation, reasonable attorneys’ ' fees and remedial costs), suits, costs of any settlement or judgment and claims of any and every kind whatsoever which may now or in the future be paid, incurred, or suffered by, or asserted against Lender by any person or entity or governmental agency for, with respect to, or as a direct or indirect result of, the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission, discharging or release from or onto the Property of any Hazardous Materials or any Hazardous Materials Contamination, or arise out of, or result from, the environmental condition of the Property or the applicability of any Governmental Requirement relating to Hazardous Materials (including, without limitation, CERCLA or any so called federal, state or local "super fund" or "super lien" laws, statute, ordinance, code, rule, regulation, order or decree) regardless of whether or not caused by or within the control of Borrower and/or Guarantor. These representations, covenants and warranties contained in this Section 5.06 shall survive the termination of this Agreement.

Environmental Indemnity. Tenant hereby Landlord agrees to indemnify and defend (with counsel satisfactory to tenant) and hold harmless LessorTenant and its officers, any successors to Lessor’s interest in this Lease and in any Leased Propertyemployees, contractors, and Lessor’s and such successors’ directors, officers, partners, members, employees and agents harmless from and against any losses, claims, damages (including consequential judgment, damages), penalties, fines, liabilities (including strict liability)expenses, costs (including cleanup and recovery costs)liabilities, and expenses (including expenses losses arising during or after the Lease Term out of litigation and reasonable attorneys’ fees) incurred by Lessor or in any other indemnitee way relating to the presence, release or assessed against discharge of Hazardous Materials on or from the Leased Property by virtue Premises, or from a breach of any claim or lien of the Environmental Warranties and Representations made by any governmental or quasi-governmental unitLandlord above, body, or agency, or any third party, for cleanup costs or other costs pursuant to the Comprehensive Environmental Response Compensation and Liability Act of 1980, unless the Hazardous Materials Transportation Actare present solely as a result of the actions of Tenant, its officers, employees, contractors, invitees, licensees, or agents. That indemnity shall include, without limitation, costs incurred in connection with: a. Hazardous Materials present or suspected to be present in the Resource Conservation and Recovery Actsoil, all ground water, or soil vapor on or under the Premises before Tenant occupies the Premises or the Lease Term commences; or b. Hazardous Materials present or suspected to be present in the soil, ground water, or soil vapor on or under the Premises after Lease Term commences resulting from actions by Landlord made at any time; or c. Hazardous Materials that migrate, flow, percolate, diffuse, or in any way move onto or under the Premises, during Tenant's occupancy of the Premises after Lease Term commences; or d. Hazardous Materials present on or under the Premises as amended from time to timethe result of any discharge, dumping, or spilling (accidental or otherwise) on the Premises during Tenant's occupancy of the Premises or after the Lease Term commences by any person, corporation, partnership or entity other than Tenant, its officers, employees, contractors, or agents unless such person, corporation, partnership, or entity is an invitee or licensee of Tenant, in which event there shall be no indemnification by Landlord. The indemnification provided by this Paragraph shall also specifically cover, without limitation, costs incurred in connection with any investigation of site conditions (except any conducted in conjunction with the due diligence period under the Option Agreement between the parties) or any cleanup, remedial, removal, or restoration work required by any federal, state, or local governmental agency or political subdivision or other third party because of the presence or suspected presence of Hazardous Materials in the soil, ground water or soil vapor on or under the Premises unless the Hazardous Materials are present solely as the result of the actions of Tenant, its officers, employees, contractors, agents, invitees or licensees. These costs may include, but are not limited to, diminution of the value of the Premises, damages for the loss or restriction on use of rentable or usable space or of any amenity of the Premises, sums paid in settlement of claims, attorneys' fees, consultant fees, and all state laws and federal and state regulations pursuant to the expert fees. The foregoing (collectively “Environmental Laws”). Tenant’s environmental indemnity shall survive the expiration or any termination of this Lease. Provided, however, Tenant shall have no indemnity obligation with respect to (i) Hazardous Materials first introduced to the Leased Property subsequent to the date that Tenant’s occupancy Lease and/or any transfer of all or any portion of the applicable Leased Property Premises to Tenant or to any third party. It shall have fully terminated or (ii) Hazardous Materials first introduced to be governed by the Leased Property prior to laws of the Existing Lease Effective Date, except to the extent arising from State of California. Notwithstanding any deterioration on or after the Existing Lease Effective Date in any condition existing prior to the April 30, 1998. “Hazardous Materials” means any substance the presence of which poses a hazard to the health or safety of persons on or about the Leased Property or which requires removal or remediation under any Environmental Law, including without limitation, any substance which is toxic, explosive, flammable, radioactive, or otherwise hazardous or is included within the meaning of “hazardous substance”, “hazardous waste”, “toxic substance”, or “pollutant” as defined in any Environmental Law. At any time during the Term provision of this Lease, Lessor may require one or more environmental audits Landlord shall be personally liable without limitation on recourse, for performance of the Leased Properties, in such form, scope and substance as specified by Lessor, at Tenant’s expense. Tenant shall, within thirty (30) days after receipt of an invoice from Lessor, reimburse Lessor for all costs and expenses incurred in reviewing any environmental audit, including, without limitation, reasonable attorneys’ fees and costsits obligations under this Section.

Environmental Indemnity. Tenant hereby presently, unconditionally, irrevocably and absolutely agrees to hold pay, indemnify, defend with counsel acceptable to Landlord and save harmless LessorLandlord Parties for, any successors to Lessor’s interest in this Lease and in any Leased Property, and Lessor’s and such successors’ directors, officers, partners, members, employees and agents from and against any lossesand all Claims (including, claims, damages (including consequential damages), penalties, fines, liabilities (including strict liability), costs (including cleanup and recovery costs), and expenses (including expenses of litigation and reasonable without limitation attorneys’ fees) incurred by Lessor or any other indemnitee or assessed against the Leased Property by virtue of any claim or lien by any governmental or quasiand experts’ fees and expenses, clean-governmental unitup costs, bodywaste disposal costs and those costs, or agencyexpenses, or any third party, for cleanup costs or other costs pursuant to the Comprehensive Environmental Response Compensation penalties and Liability Act of 1980, the Hazardous Materials Transportation Act, the Resource Conservation and Recovery Act, all as amended from time to time, and all state laws and federal and state regulations pursuant to the foregoing (collectively “Environmental Laws”). Tenant’s indemnity shall survive the expiration or any termination of this Lease. Provided, however, Tenant shall have no indemnity obligation with respect to (i) Hazardous Materials first introduced to the Leased Property subsequent to the date that Tenant’s occupancy of the applicable Leased Property shall have fully terminated or (ii) Hazardous Materials first introduced to the Leased Property prior to the Existing Lease Effective Date, except to the extent arising from any deterioration on or after the Existing Lease Effective Date in any condition existing prior to the April 30, 1998. “Hazardous Materials” means any substance the presence of which poses a hazard to the health or safety of persons on or about the Leased Property or which requires removal or remediation under any Environmental Law, including without limitation, any substance which is toxic, explosive, flammable, radioactive, or otherwise hazardous or is included fines within the meaning of “hazardous substance”CERCLA), “hazardous waste”of any kind or nature whatsoever which may at any time be imposed upon, “toxic substance”incurred by or asserted or awarded against any of Landlord Parties and arising from any violation or alleged violation of Environmental Laws, environmental problem or other environmental matter described herein, relating to the Premises, or “pollutant” as defined a consequence of any of Tenant’s or Landlord’s interest in any Environmental Law. At any time during the Term of this Lease, Lessor may require one or more environmental audits operation of the Leased Properties, in such form, scope and substance as specified by Lessor, at Tenant’s expense. Tenant shall, within thirty (30) days after receipt of an invoice from Lessor, reimburse Lessor for all costs and expenses incurred in reviewing any environmental auditPremises, including, without limitation, reasonable attorneys’ fees matters arising out of any breach of Tenant’s covenants, representations and costswarranties. Tenant does further agree and covenant that except as otherwise set forth in this Lease, none of Landlord Parties shall assume any liability or obligation for loss, damage, fines, penalties, claims or duty to clean up or dispose of Hazardous Materials, or other wastes or materials on or relating to the Premises regardless of any inspections or other actions made or taken by Landlord on such property or as a result of any re-entry by Landlord onto the Premises or otherwise. All warranties, representations and obligations set forth herein shall be deemed to be continuing and shall survive termination of this Lease. In addition, the covenants and indemnities of Tenant contained herein shall survive any exercise of any remedy by Landlord under the Lease. Tenant agrees that the indemnification granted herein may be enforced by any of Landlord Parties; provided, however, that nothing contained herein shall prevent Landlord from exercising any other rights under the Lease.

Environmental Indemnity. Tenant hereby Seller, in addition to its other indemnity obligations otherwise provided in this Article 8, agrees to indemnify and hold harmless Lessor, any successors to Lessor’s interest in this Lease Buyer and in any Leased Property, and Lessor’s and such successors’ directors, its officers, partnersshareholders, members, employees managers, directors, employees, agents, successors, and agents from and against any losses, claims, damages assigns (including consequential damagesthe "Seller Environmental Indemnitees"), penaltiesagainst and in respect of, fines, liabilities (including strict liability), costs (including cleanup any and recovery costs), and expenses (including expenses of litigation and reasonable attorneys’ fees) all Damages and/or claims that may be incurred by Lessor or any other indemnitee of the Seller Environmental Indemnitees, or assessed against any of the Leased Property Seller Environmental Indemnitees by virtue any other party or parties (including a governmental entity) arising out of, in connection with, or relating to the subject matter of: (a) the breach or inaccuracy of any claim of the representations and warranties set forth in Section 3.7; (b) any Seller Environmental Condition which exists as of the Closing Date, even if not discovered until after the Closing Date, including remediation of such condition and loss of life, injury to Persons or lien by any governmental or quasi-governmental unit, bodyproperty, or agencyDamage to natural resources arising from such condition; (c) any violation of an Environmental Law prior to the Closing Date that relates to the Seller Real Property or the Seller Business; or (d) the off-site transportation, storage, disposal, treatment or recycling of Hazardous Materials generated by or on behalf of the Seller Business on or prior to the Closing Date, including any claims related to remediation of such Hazardous Materials and loss of life, injury to Persons or property, or any third party, for cleanup costs Damage to natural resources arising from such Hazardous Materials. Such Damages or other costs pursuant claims may sometimes be referred to the Comprehensive herein as "Seller Environmental Response Compensation and Liability Act of 1980, the Hazardous Materials Transportation Act, the Resource Conservation and Recovery Act, all as amended from time to time, and all state laws and federal and state regulations pursuant to the foregoing (collectively “Environmental Laws”). Tenant’s Liabilities." This indemnity shall survive the expiration Closing Date only for a period of five (5) years after the Closing Date. Any testing or investigation that Buyer deems reasonably necessary in order to determine whether any environmental indemnity obligations of Seller exist hereunder may be conducted at any time prior to the termination of this Lease. Provided, however, Tenant shall have no indemnity obligation with respect to (i) Hazardous Materials first introduced to at the Leased Property subsequent to the date that Tenant’s occupancy expense of the applicable Leased Property shall have fully terminated or (ii) Hazardous Materials first introduced to the Leased Property prior to the Existing Lease Effective Date, except to the extent arising from any deterioration on or after the Existing Lease Effective Date in any condition existing prior to the April 30, 1998. “Hazardous Materials” means any substance the presence of which poses a hazard to the health or safety of persons on or about the Leased Property or which requires removal or remediation under any Environmental Law, including without limitation, any substance which is toxic, explosive, flammable, radioactive, or otherwise hazardous or is included within the meaning of “hazardous substance”, “hazardous waste”, “toxic substance”, or “pollutant” as defined in any Environmental Law. At any time during the Term of this Lease, Lessor may require one or more environmental audits of the Leased Properties, in such form, scope and substance as specified by Lessor, at Tenant’s expense. Tenant shall, within thirty (30) days after receipt of an invoice from Lessor, reimburse Lessor for all costs and expenses incurred in reviewing any environmental audit, including, without limitation, reasonable attorneys’ fees and costsBuyer.

Environmental Indemnity. (a) Tenant hereby agrees to indemnify, defend (with counsel satisfactory to Landlord), save and hold harmless LessorLandlord and Mortgagee and their assigns, any successors to Lessor’s interest in this Lease and in any Leased Propertyexecutors, and Lessor’s and such successors’ directorsadministrators, partners, officers, partnersemployees, memberscontractors, employees and agents from and against any losses, claims, damages (including consequential judgment, damages), penalties, fines, expenses, losses, or liabilities (including strict liability)"liabilities") that arise out of or in any way relate to the presence, costs (including cleanup and recovery costs)suspected presence, release, flow, migration, percolation, diffusion, transportation, discharge, dumping, spilling, or disposal of Toxic or Hazardous Substances, whether sudden, accidental, intentional, or otherwise, and expenses (including expenses whether in, on, under, to or from soil, ground water, or soil vapor of litigation the Leased Premises and reasonable attorneys’ fees) incurred by Lessor arising from the acts or omissions of Tenant or any other indemnitee Tenant Related Party or assessed against which relate to a breach of the environmental covenants made by Tenant above. Tenant shall not be responsible for any Hazardous or Toxic Material which (a) is present as the result of the act or omission of Landlord or any agent, employee, contractor or assignee of Landlord, (b) was present in, on, at or under the Leased Property by virtue Premises prior to Tenant's occupancy thereof, or (c) migrates to the Leased Premises from any adjacent property through no act or omission of any claim or lien by any governmental or quasi-governmental unit, body, or agency, or any third party, for cleanup costs or other costs pursuant to the Comprehensive Environmental Response Compensation and Liability Act of 1980, the Hazardous Materials Transportation Act, the Resource Conservation and Recovery Act, all as amended from time to time, and all state laws and federal and state regulations pursuant to the foregoing (collectively “Environmental Laws”)Tenant Related Party. Tenant’s This indemnity shall survive apply to liabilities which arise from activities or events occurring during Tenant's use or occupancy of the Leased Premises and during any holdover and also shall apply to any liabilities which arise after the expiration or any sooner termination of this Lease. Providedthe Lease term or any holdover, however, Tenant shall have no indemnity obligation with respect if the activities or events giving rise to (i) Hazardous Materials first introduced to such liability occurred during the Leased Property subsequent to the date that term of Tenant’s 's use or occupancy of the applicable Leased Property shall have fully terminated Premises, or during any holdover. (iib) This indemnity is intended to be interpreted broadly to include all liabilities which might arise from or be related to Toxic or Hazardous Materials first introduced to Material on the Leased Property prior to the Existing Lease Effective Date, except to the extent Premises and arising from the acts or omissions of Tenant or any deterioration on or after the Existing Lease Effective Date in any condition existing prior to the April 30, 1998. “Hazardous Materials” means any substance the presence of which poses a hazard to the health or safety of persons on or about the Leased Property or which requires removal or remediation under any Environmental Law, including without limitation, any substance which is toxic, explosive, flammable, radioactive, or otherwise hazardous or is included within the meaning of “hazardous substance”, “hazardous waste”, “toxic substance”, or “pollutant” as defined in any Environmental Law. At any time during the Term of this Lease, Lessor may require one or more environmental audits of the Leased Properties, in such form, scope Tenant Related Party and substance as specified by Lessor, at Tenant’s expense. Tenant shall, within thirty (30) days after receipt of an invoice from Lessor, reimburse Lessor for all costs and expenses incurred in reviewing any environmental audit, includingshall include, without limitation, reasonable costs incurred in connection with any investigation of site conditions or any cleanup, remedial, removal, or restoration actions required by any federal, state, or local governmental agency, political subdivision, or any other third party because of the presence or suspected presence of Toxic or Hazardous Material in the soil, groundwater, surface water, soil vapor or otherwise in, on, or under the Leased Premises, or at any other location to which remediation or cleanup residues from the Leased Premises are or have been transported and/or disposed of, unless the Toxic or Hazardous Material are present at the Leased Premises or other location solely as a result of the actions of Landlord. Those costs may include, but are not limited to, diminution in the value of the Leased Premises, damages for the loss or restriction of use of any portion of the Leased Premises, cost recovery actions against Landlord as a potentially responsible party, sums paid in settlements of claims, and the fees of attorneys’ fees , environmental consultants, and costsother experts. (c) The foregoing environmental indemnity shall survive in favor of the Landlord and Mortgagee and their successors and assigns, and all of them, after the expiration or sooner termination of this Lease or any holdover and/or the transfer of all or any portion of the Leased Premises, or of any interest in this Lease. This indemnity shall be governed by the laws of the state in which the Leased Premises are located.

Environmental Indemnity. Tenant hereby agrees to hold harmless Lessor, any successors to Lessor’s 's interest in this Lease and in any Leased Property, and Lessor’s 's and such successors’ ' directors, officers, partners, members, employees and agents from and against any losses, claims, damages (including consequential damages), penalties, fines, liabilities (including strict liability), costs (including cleanup and recovery costs), and expenses (including expenses of litigation and reasonable attorneys’ ' fees) incurred by Lessor or any other indemnitee or assessed against the Leased Property by virtue of any claim or lien by any governmental or quasi-governmental unit, body, or agency, or any third party, for cleanup costs or other costs pursuant to the Comprehensive Environmental Response Compensation and Liability Act of 1980, the Hazardous Materials Transportation Act, the Resource Conservation and Recovery Act, all as amended from time to time, and all state laws and federal and state regulations pursuant to the foregoing (collectively “"Environmental Laws”"). Tenant’s 's indemnity shall survive the expiration or any termination of this Lease. Provided, however, Tenant shall have no indemnity obligation with respect to (i) Hazardous Materials first introduced to the Leased Property subsequent to the date that Tenant’s 's occupancy of the applicable Leased Property shall have fully terminated or (ii) Hazardous Materials first introduced to the Leased Property prior to the Existing Lease Effective Datedate hereof, except to the extent arising from any deterioration on or after the Existing Lease Effective Date date hereof in any condition existing prior to the April 30, 1998. “"Hazardous Materials” " means any substance the presence of which poses a hazard to the health or safety of persons on or about the Leased Property or which requires removal or remediation under any Environmental Law, including without limitation, any substance which is toxic, explosive, flammable, radioactive, or otherwise hazardous or is included within the meaning of “"hazardous substance”", “"hazardous waste”", “"toxic substance”", or “"pollutant” " as defined in any Environmental Law. At any time during the Term of this Lease, Lessor may require one or more environmental audits of the Leased Properties, in such form, scope and substance as specified by Lessor, at Tenant’s 's expense. Tenant shall, within thirty (30) days 116 after receipt of an invoice from Lessor, reimburse Lessor for all costs and expenses incurred in reviewing any environmental audit, including, including without limitation, reasonable attorneys’ ' fees and costs.

Environmental Indemnity. Tenant hereby (a) Each of the Shareholders jointly and severally agrees to indemnify and hold harmless LessorFYI, any successors to Lessor’s interest in this Lease Newco and in any Leased Propertythe Surviving Corporation, and Lessor’s and such successors’ their respective directors, officers, partnersemployees, membersrepresentatives, employees agents and agents attorneys from, against and in respect of any and all Environmental Costs (as defined below), arising in any manner in connection with: (i) the presence at or on any property now or formerly owned, operated or leased by the Company at the time of the Company's operation or lease thereof of any Hazardous Substances or the release, leak, discharge, spill, disposal, migration or emission of Hazardous Substances from and any such property at the time of the Company's operation or lease thereof; (ii) the failure of the Company to comply with any applicable Environmental Requirements prior to the Closing Date; or (iii) the transportation to, disposal at, or migration onto or into adjacent property or any off-site location of any Hazardous Substances from property now or formerly owned, operated or leased by the Company at the time of the Company's operation or lease thereof, whether or not the transportation or disposal was conducted in full compliance with Environmental Requirements. (b) The obligations of this Section 10.2 shall include the obligation to defend the Indemnified Parties (as defined below) against any lossesclaim or demand for Environmental Costs, claimsthe obligation to pay and discharge any Environmental Costs imposed on Indemnified Parties, damages (including consequential damages)and the obligation to reimburse Indemnified Parties for any Environmental Costs incurred or suffered, penalties, fines, liabilities (including strict liability), provided in each instance that the claim for Environmental Costs arises in connection with a matter for which Indemnified Parties are entitled to indemnification under this Agreement. The obligation to reimburse the Indemnified Parties shall also include the costs (including cleanup and recovery costs), and expenses (including expenses of litigation and reasonable attorneys’ fees) incurred by Lessor or any other indemnitee or assessed against the Leased Property by virtue of any claim or lien by any governmental or quasi-governmental unit, body, or agency, or any third party, for cleanup costs or other costs pursuant to the Comprehensive Environmental Response Compensation and Liability Act of 1980, the Hazardous Materials Transportation Act, the Resource Conservation and Recovery Act, all as amended from time to time, and all state laws and federal and state regulations pursuant to the foregoing (collectively “Environmental Laws”). Tenant’s indemnity shall survive the expiration or any termination of this Lease. Provided, however, Tenant shall have no indemnity obligation with respect to (i) Hazardous Materials first introduced to the Leased Property subsequent to the date that Tenant’s occupancy of the applicable Leased Property shall have fully terminated or (ii) Hazardous Materials first introduced to the Leased Property prior to the Existing Lease Effective Date, except to the extent arising from any deterioration on or after the Existing Lease Effective Date in any condition existing prior to the April 30, 1998. “Hazardous Materials” means any substance the presence of which poses a hazard to the health or safety of persons on or about the Leased Property or which requires removal or remediation under any Environmental Law, including without limitation, any substance which is toxic, explosive, flammable, radioactive, or otherwise hazardous or is included within the meaning of “hazardous substance”, “hazardous waste”, “toxic substance”, or “pollutant” as defined in any Environmental Law. At any time during the Term of this Lease, Lessor may require one or more environmental audits of the Leased Properties, in such form, scope and substance as specified by Lessor, at Tenant’s expense. Tenant shall, within thirty (30) days after receipt of an invoice from Lessor, reimburse Lessor for all costs and expenses incurred in reviewing any environmental audit, including, without limitation, reasonable attorneys’ fees ' fees) to establish or enforce the rights of FYI, Newco and coststhe Surviving Corporation or such other persons to indemnification hereunder.

Environmental Indemnity. Tenant hereby agrees As between Borrower and Lender, all risk of loss associated with non-compliance with Environmental Laws, or with the presence of any Hazardous Material at, upon, within, contiguous to hold harmless Lessor, any successors to Lessor’s interest in this Lease and in any Leased or otherwise affecting the Property, shall lie solely with Borrower. Accordingly, Borrower shall bear all risks and Lessor’s costs associated with any loss (including any loss in value attributable to Hazardous Materials), damage or liability therefrom, including all costs of removal of Hazardous Materials or other remediation required by Lender or by law. Borrower shall indemnify, defend and such successors’ directors, officers, partners, members, employees and agents hold Lender harmless from and against any lossesall loss, liabilities, damages, claims, damages (including consequential damages), penalties, fines, liabilities (including strict liability), costs (including cleanup and recovery costs), and expenses (including expenses reasonable costs of litigation defense) arising out of or associated, in any way, with the non-compliance with Environmental Laws, or the existence of Hazardous Materials in, on, or about the Property, or a breach of any representation, warranty or covenant contained in Article 10 hereof, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law, including those arising from the joint, concurrent, or comparative negligence of Lender; however, Borrower shall not be liable under such indemnification to the extent such loss, liability, damage, claim, cost or expense results solely from Lender's gross negligence or willful misconduct. Borrower's obligations hereunder shall arise upon the discovery of the presence of any Hazardous Material, whether or not any governmental authority has taken or threatened any action in connection with the presence of any Hazardous Material and reasonable attorneys’ fees) incurred by Lessor whether or not the existence of any such Hazardous Material or potential liability on account thereof is disclosed in any site assessment arid shall continue notwithstanding the repayment of the Note or any other indemnitee transfer or assessed against the Leased Property by virtue sale of any claim right, title and interest in the Property (by foreclosure, deed in lieu of foreclosure or lien by any governmental otherwise). Of even date herewith, Borrower and other persons or quasi-governmental unitentities (collectively, body, or agency, or any third party, for cleanup costs or Borrower and such other costs pursuant to the Comprehensive Environmental Response Compensation and Liability Act of 1980parties, the Hazardous Materials Transportation Act, "Indemnitors") may as circumstances require execute and deliver a certain environmental indemnity agreement in favor of the Resource Conservation Lender incorporating the environmental indemnities set forth herein as well as additional provisions and Recovery Act, all as amended from time to time, and all state laws and federal and state regulations pursuant to the foregoing (collectively “Environmental Laws”). Tenant’s indemnity shall survive the expiration or any termination of this Lease. Provided, however, Tenant shall have no indemnity obligation requirements with respect to environmental matters (i) Hazardous Materials first introduced to the Leased Property subsequent to "Environmental Indemnity"). In the date that Tenant’s occupancy event an Environmental Indemnity is executed, it shall be included in the definition of the applicable Leased Property shall have fully terminated or (ii) Hazardous Materials first introduced to the Leased Property prior to the Existing Lease Effective Date, except to the extent arising from any deterioration on or after the Existing Lease Effective Date in any condition existing prior to the April 30, 1998. “Hazardous Materials” means any substance the presence of which poses a hazard to the health or safety of persons on or about the Leased Property or which requires removal or remediation under any Environmental Law, including without limitation, any substance which is toxic, explosive, flammable, radioactive, or otherwise hazardous or is included within the meaning of “hazardous substance”, “hazardous waste”, “toxic substance”, or “pollutant” as defined in any Environmental Law. At any time during the Term of this Lease, Lessor may require one or more environmental audits of the Leased Properties, in such form, scope and substance as specified by Lessor, at Tenant’s expense. Tenant shall, within thirty (30) days after receipt of an invoice from Lessor, reimburse Lessor for all costs and expenses incurred in reviewing any environmental audit, including, without limitation, reasonable attorneys’ fees and costs"Other Security Documents".

Environmental Indemnity. Tenant hereby presently, unconditionally, irrevocably and absolutely agrees to hold pay, indemnify, defend with counsel acceptable to the Landlord and save harmless Lessorthe Landlord Parties for, any successors to Lessor’s interest in this Lease and in any Leased Property, and Lessor’s and such successors’ directors, officers, partners, members, employees and agents from and against any lossesand all Claims (including, claims, damages (including consequential damages), penalties, fines, liabilities (including strict liability), costs (including cleanup and recovery costs), and expenses (including expenses of litigation and reasonable without limitation attorneys’ fees) incurred by Lessor or any other indemnitee or assessed against the Leased Property by virtue of any claim or lien by any governmental or quasiand experts’ fees and expenses, clean-governmental unitup costs, bodywaste disposal costs and those costs, or agencyexpenses, or any third party, for cleanup costs or other costs pursuant to the Comprehensive Environmental Response Compensation penalties and Liability Act of 1980, the Hazardous Materials Transportation Act, the Resource Conservation and Recovery Act, all as amended from time to time, and all state laws and federal and state regulations pursuant to the foregoing (collectively “Environmental Laws”). Tenant’s indemnity shall survive the expiration or any termination of this Lease. Provided, however, Tenant shall have no indemnity obligation with respect to (i) Hazardous Materials first introduced to the Leased Property subsequent to the date that Tenant’s occupancy of the applicable Leased Property shall have fully terminated or (ii) Hazardous Materials first introduced to the Leased Property prior to the Existing Lease Effective Date, except to the extent arising from any deterioration on or after the Existing Lease Effective Date in any condition existing prior to the April 30, 1998. “Hazardous Materials” means any substance the presence of which poses a hazard to the health or safety of persons on or about the Leased Property or which requires removal or remediation under any Environmental Law, including without limitation, any substance which is toxic, explosive, flammable, radioactive, or otherwise hazardous or is included fines within the meaning of “hazardous substance”CERCLA), “hazardous waste”of any kind or nature whatsoever which may at any time be imposed upon, “toxic substance”incurred by or asserted or awarded against any of the Landlord Parties and arising from any violation or alleged violation of Environmental Laws, environmental problem or other environmental matter described herein, relating to the Premises, or “pollutant” as defined a consequence of any of Tenant’s or the Landlord’s interest in any Environmental Law. At any time during the Term of this Lease, Lessor may require one or more environmental audits operation of the Leased Properties, in such form, scope and substance as specified by Lessor, at Tenant’s expense. Tenant shall, within thirty (30) days after receipt of an invoice from Lessor, reimburse Lessor for all costs and expenses incurred in reviewing any environmental auditPremises, including, without limitation, reasonable attorneys’ fees matters arising out of any breach of Tenant’s covenants, representations and costswarranties., other than with respect to Existing Contamination. Tenant does further agree and covenant that except as otherwise set forth in this Lease, none of the Landlord Parties shall assume any liability or obligation for loss, damage, fines, penalties, claims or duty to clean up or dispose of Hazardous Materials, or other wastes or materials on or relating to the Premises regardless of any inspections or other actions made or taken by the Landlord on such property or as a result of any re-entry by the Landlord onto the Premises or otherwise. All warranties, representations and obligations set forth herein shall be deemed to be continuing and shall survive termination of this Lease. In addition, the covenants and indemnities of Tenant contained herein shall survive any exercise of any remedy by the Landlord under the Lease. Tenant agrees that the indemnification granted herein may be enforced by any of the Landlord Parties; provided, however, that nothing contained herein shall prevent the Landlord from exercising any other rights under the Lease.

Environmental Indemnity. Tenant hereby agrees Seller agrees, for a period of four (4) years from the Closing Date, to indemnify and hold harmless Lessor, any successors to Lessor’s interest in this Lease and in any Leased PropertyPurchaser, and Lessor’s following the Closing Date, the Purchaser and such successors’ directorsthe Company, officersits or their successors and assigns, partners, members, employees and agents harmless from and against any and all costs, damages, losses, claims, damages (including consequential damages)liabilities, Encumbrances, demands, charges, suits, investigations, proceedings, judgments, penalties, fines, liabilities (including strict liability), costs (including cleanup reasonable and recovery costs), and necessary expenses (including expenses of litigation court costs and reasonable attorneys’ fees) incurred which any of the Purchaser Indemnified Parties may sustain, or to which any of the Purchaser Indemnified Parties may be subjected, solely related to any breach of the representations and warranties contained in Section 3.20, the removal of Hazardous Substances and remedial actions with regard to Hazardous Substances at, on or under the Real Property as of the Closing Date, provided that the removal or remediation of Hazardous Substances is required as a result of a violation of Environmental Laws or written lender requirement and provided further, that the clean up of Hazardous Substances was not a result of a voluntary clean up, unless such voluntary clean up was required by Lessor a lender or Governmental Authority (hereinafter referred to individually as a “Loss” and collectively as “Losses”). Notwithstanding the foregoing, however, in no event shall the indemnification responsibility of Seller as contemplated by this Section 11.4(b) exceed, in the aggregate, Four Hundred Thousand Dollars ($400,000.00). This indemnity shall cover any other indemnitee Loss or assessed against Losses not covered by the Leased Property by virtue Environmental Insurance Policy and any payments for deductibles imposed under the Insurance Policy. This indemnity shall be conditioned upon (i) Seller receiving prompt written notification from the Purchaser Indemnified Parties of any claim for any Loss or lien by any governmental or quasi-governmental unit, body, or agency, or any third party, for cleanup costs or other costs pursuant to the Comprehensive Environmental Response Compensation Losses and Liability Act of 1980, the Hazardous Materials Transportation Act, the Resource Conservation adequate documentation substantiating same; and Recovery Act, all as amended from time to time, and all state laws and federal and state regulations pursuant to the foregoing (collectively “Environmental Laws”). Tenant’s indemnity shall survive the expiration or any termination of this Lease. Provided, however, Tenant shall have no indemnity obligation with respect to (i) Hazardous Materials first introduced to the Leased Property subsequent to the date that Tenant’s occupancy of the applicable Leased Property shall have fully terminated or (ii) Hazardous Materials Purchaser Indemnified Parties first introduced seeking to recover any Loss or Losses covered under the Environmental Insurance Policy and conforming to the Leased Property prior to requirements thereof. The obligations of Seller under this Section 11.4(b) shall be transferable and assignable by the Existing Lease Effective Date, except to the extent arising from any deterioration on or after the Existing Lease Effective Date in any condition existing prior to the April 30, 1998. “Hazardous Materials” means any substance the presence of which poses a hazard to the health or safety of persons on or about the Leased Property or which requires removal or remediation under any Environmental Law, including without limitation, any substance which is toxic, explosive, flammable, radioactive, or otherwise hazardous or is included within the meaning of “hazardous substance”, “hazardous waste”, “toxic substance”, or “pollutant” as defined in any Environmental Law. At any time during the Term of this Lease, Lessor may require one or more environmental audits of the Leased Properties, in such form, scope and substance as specified by Lessor, at Tenant’s expense. Tenant shall, within thirty (30) days after receipt of an invoice from Lessor, reimburse Lessor for all costs and expenses incurred in reviewing any environmental audit, including, without limitation, reasonable attorneys’ fees and costsCompany.

Environmental Indemnity. Tenant hereby Except for Excluded Environmental Claims (as hereinafter defined) and claims for other than environmental matters (which are the subject of the indemnification obligation under Section 15.1), Airline agrees to release, defend, indemnify and hold harmless Lessorthe City, any successors to Lessor’s interest in this Lease and in any Leased Property, and Lessor’s and such successors’ its directors, officers, partnersemployees, membersagents, employees contractors, consultants, representatives, anyone claiming by or through any of the aforesaid, any other Signatory Airline that accommodates Airline in the manner described in Article 5, harmless from any and agents from and against any losses, all claims, damages (including consequential damages)causes of action, regulatory demands, liabilities, fines, penalties, fineslosses, liabilities (and expenses, including strict liability), without limitation clean-up or other remedial costs (and including cleanup and recovery costs), and expenses (including expenses of litigation and actually incurred reasonable attorneys’ fees) , costs and all other reasonable litigation expenses when incurred by Lessor and whether incurred in defense of actual litigation or in reasonable anticipation of litigation), arising from the existence or discovery of any Hazardous Substances on or at the Airport, or the Release of any Hazardous Substances from the Airport to other properties or into the surrounding environment, or from any other violation of Environmental Laws, whether made, commenced or incurred before the Term, or during the Term, or on or after the expiration or earlier termination of this Agreement, which arise out of Airline’s actions at, on, or from the Airport before the Term, during the Term, or on or after the expiration or earlier termination of this Agreement. For purposes of this Section 10.6, “Excluded Environmental Claims” shall mean, any claims, causes of action, demands, liabilities, fines, penalties, costs, expenses or any other indemnitee or assessed against liabilities, to the Leased Property extent caused by virtue (A) the migration of any claim or lien by any governmental or quasi-governmental unit, bodyHazardous Substances not first Released during the Term, or agencyon or after the expiration or earlier termination of this Agreement, provided that Airline is not otherwise responsible for such Release at any time; (B) the movement of Hazardous Substances first Released outside the Airport onto or under the Airport due to leaching or the flow of groundwater, provided that Airline is not otherwise responsible for the off-Airport Release that introduced the migrating Hazardous Substances into the environment; (C) the Release or presence of Hazardous Substances upon, about, beneath or affecting all or any portion of the Airport or any off- Airport areas, to the extent Airline can demonstrate that such Release or presence of Hazardous Substances existed as of the Effective Date or was caused by the City or any third party, for cleanup costs or other costs pursuant to the Comprehensive Environmental Response Compensation and Liability Act of 1980, the Hazardous Materials Transportation Act, the Resource Conservation and Recovery Act, all as amended from time to time, and all state laws and federal and state regulations pursuant to the foregoing (collectively “Environmental Laws”). Tenant’s indemnity shall survive the expiration or any termination of this Lease. Provided, however, Tenant shall have no indemnity obligation with respect to (i) Hazardous Materials first introduced to the Leased Property subsequent to the date that Tenant’s occupancy of the applicable Leased Property shall have fully terminated or (ii) Hazardous Materials first introduced to the Leased Property prior to the Existing Lease Effective Date, except to the extent arising from any deterioration on or after the Existing Lease Effective Date in any condition existing prior to the April 30, 1998. “Hazardous Materials” means any substance the presence of which poses a hazard to the health or safety of persons on or about the Leased Property or which requires removal or remediation under any Environmental Law, including without limitation, any substance which is toxic, explosive, flammable, radioactive, or otherwise hazardous or is included within the meaning of “hazardous substance”, “hazardous waste”, “toxic substance”, or “pollutant” as defined in any Environmental Law. At any time during the Term of this Lease, Lessor may require one or more environmental audits of the Leased Properties, in such form, scope and substance as specified by Lessor, at Tenant’s expense. Tenant shall, within thirty (30) days after receipt of an invoice from Lessor, reimburse Lessor for all costs and expenses incurred in reviewing any environmental audit, including, without limitation, reasonable attorneys’ fees and costs.; and

Environmental Indemnity. Tenant hereby agrees to hold harmless Lessor, any successors to Lessor’s interest in this Lease and in any Leased Property, and Lessor’s and such successors’ directors, officers, partners, members, employees and agents from and against any losses, claims, damages (including consequential damages), penalties, fines, liabilities (including strict liability), costs (including cleanup and recovery costs), and expenses (including expenses of litigation and reasonable attorneys’ fees) incurred by Lessor or any other indemnitee or assessed against the Leased Property by virtue of any claim or lien by any governmental or quasi-governmental unit, body, or agency, or any third party, for cleanup costs or other costs pursuant to the Comprehensive Environmental Response Compensation and Liability Act of 1980, the Hazardous Materials Transportation Act, the Resource Conservation and Recovery Act, all as amended from time to time, and all state laws and federal and state regulations pursuant to the foregoing (collectively “Environmental Laws”). Tenant’s indemnity shall survive the expiration or any termination of this Lease. Provided, however, Tenant shall have no indemnity obligation with respect to (i) Hazardous Materials first introduced to the Leased Property subsequent to the date that Tenant’s occupancy of the applicable Leased Property shall have fully terminated or (ii) Hazardous Materials first introduced to the Leased Property prior to the Existing Lease Effective DateApril 30, 1998, except to the extent arising from any deterioration on or after the Existing Lease Effective Date April 30, 1998 in any condition existing prior to the April 30, 1998. “Hazardous Materials” means any substance the presence of which poses a hazard to the health or safety of persons on or about the Leased Property or which requires removal or remediation under any Environmental Law, including without limitation, any substance which is toxic, explosive, flammable, radioactive, or otherwise hazardous or is included within the meaning of “hazardous substance”, “hazardous waste”, “toxic substance”, or “pollutant” as defined in any Environmental Law. At any time during the Term of this Lease, Lessor may require one or more environmental audits of the Leased Properties, in such form, scope and substance as specified by Lessor, at Tenant’s expense. Tenant shall, within thirty (30) days after receipt of an invoice from Lessor, reimburse Lessor for all costs and expenses incurred in reviewing any environmental audit, including, including without limitation, reasonable attorneys’ fees and costs.

Environmental Indemnity. Tenant hereby agrees shall indemnify, defend with counsel reasonably acceptable to hold harmless Lessor, any successors to Lessor’s interest in this Lease and in any Leased Propertythe Landlord, and Lessorhold Landlord, Landlord’s managing agent and such successors’ directorsany mortgagee of the Premises, officers, partners, members, employees and agents fully harmless from and against any lossesand all liability, loss, suits, claims, damages (including consequential damages)actions, causes of action, proceedings, demands, costs, penalties, finesdamages, liabilities (including strict liability)fines and expenses, costs (including cleanup including, without limitation, attorneys fees, consultants’ fees, laboratory fees and recovery clean up costs), and expenses (including the costs and expenses of litigation investigating and reasonable attorneys’ feesdefending any claims or proceedings, resulting from, or attributable to (i) incurred by Lessor or any other indemnitee or assessed against the Leased Property by virtue presence of any claim Hazardous Materials on the Land or lien by any governmental the Premises arising from the action or quasi-governmental unit, bodynegligence of Tenant and/or the Tenant Responsible Parties, or agencyarising out of the generation, storage, treatment, handling, transportation, disposal or release by Tenant and/or the Tenant Responsible Parties of any third party, for cleanup costs or other costs pursuant to the Comprehensive Environmental Response Compensation and Liability Act of 1980, the Hazardous Materials Transportation Actat or near the Land or the Premises in violation of Environmental Laws during the Term of the lease, (ii) any violation(s) by Tenant and/or the Resource Conservation and Recovery Act, all as amended from time to timeTenant Responsible Parties of any Environmental Laws during the Term of the Lease, and all state laws (iii) any breach by Tenant and/or the Tenant Responsible Parties of the obligations set forth in Section 11(B)-(D) of this Lease. This hold harmless and federal and state regulations pursuant to the foregoing (collectively “Environmental Laws”). Tenant’s indemnity shall survive the expiration or any earlier termination of this Lease. Provided, howeverNotwithstanding the foregoing, Tenant shall have no indemnity obligation not be liable to Landlord hereunder for any contamination, claim of contamination, injury, loss or damage arising in connection with respect Hazardous Materials to the extent the same is the result of (iA) Hazardous Materials first introduced to existing in the Leased Property subsequent Premises or on or under or near the Land prior to the date that Tenant’s occupancy of the applicable Leased Property shall have fully terminated or hereof (ii) Hazardous Materials first introduced to the Leased Property prior to the Existing Lease Effective Date, except to the extent arising from any deterioration on or after the Existing Lease Effective Date in any condition existing prior to the April 30, 1998. “Hazardous Materials” means any substance the presence of which poses a hazard to the health or safety of persons on or about the Leased Property or which requires removal or remediation under any Environmental Law, including without limitation, any substance which is toxic, explosive, flammable, radioactive, or otherwise hazardous or is included within the meaning of “hazardous substance”, “hazardous waste”, “toxic substance”, or “pollutant” as defined in any Environmental Law. At any time during the Term of this Lease, Lessor may require one or more environmental audits of the Leased Properties, in such form, scope and substance as specified by Lessor, at Tenant’s expense. Tenant shall, within thirty (30) days after receipt of an invoice from Lessor, reimburse Lessor for all costs and expenses incurred in reviewing any environmental audit, including, without limitation, reasonable attorneys’ fees any Hazardous Materials related to the Disclosed Environmental Matter), (B) migration of Hazardous Materials from any site onto or under the Land not caused by Tenant or any Tenant Responsible Parties, (C) the use of any Hazardous Materials at the Project by Landlord, any other tenant or occupant, or any so-called “midnight dumpers,” (D) any actions or releases by Landlord, Landlord’s consultants or any other parties under Landlord’s responsibility, or (E) the use by any party other than Tenant or any Tenant Responsible Parties of Hazardous Materials at the Premises or the Land after the date upon which Tenant has completely vacated the same, including removal of all of its property (to the extent permitted herein) and costsHazardous Materials in compliance with the terms of this Lease.

Environmental Indemnity. Tenant hereby agrees to hold harmless Lessor, any successors to Lessor’s interest in this Lease and in any Leased (i) All risk of loss associated with non-compliance with Environmental Laws at the Mortgaged Property, or with the presence of any Hazardous Material at, upon, within, contiguous to or otherwise affecting the Mortgaged Property or any portion thereof, shall be solely with Mortgagor. Accordingly, Mortgagor shall bear all risks and Lessor’s costs associated with any loss (including any loss in value attributable to Hazardous Materials), damage or liability from such non-compliance or presence of any Hazardous Material, including all costs of removal of such Hazardous Material or other related remediation required by Environmental Laws. Mortgagor shall indemnify, defend and such successors’ directors, officers, partners, members, employees and agents hold Collateral Agent harmless from and against any lossesall loss, liabilities, damages, claims, damages (including consequential damages), penalties, fines, liabilities (including strict liability), costs (including cleanup and recovery costs), and expenses (including expenses reasonable costs of litigation and reasonable attorneys’ feesdefense) incurred by Lessor (hereinafter collectively referred to as “Liabilities”), arising out of or associated, in any way, with: (A) the non-compliance of the Mortgaged Property with Environmental Laws; or (B) the existence or presence of Hazardous Materials in concentrations in excess of applicable standards under Environmental Laws in, on, or about the Mortgaged Property or any other indemnitee portion thereof; whether based in contract, tort, implied or assessed against express warranty, strict liability, criminal or civil statute or common law, including those Liabilities arising from the Leased Property by virtue joint, concurrent or comparative negligence of any claim or lien by any governmental or quasi-governmental unit, body, or agency, or any third party, for cleanup costs or other costs pursuant to the Comprehensive Environmental Response Compensation and Liability Act of 1980, the Hazardous Materials Transportation Act, the Resource Conservation and Recovery Act, all as amended from time to time, and all state laws and federal and state regulations pursuant to the foregoing (collectively “Environmental Laws”). Tenant’s indemnity shall survive the expiration or any termination of this Lease. Provided, Collateral Agent; however, Tenant Mortgagor shall have no indemnity obligation with respect to (i) Hazardous Materials first introduced to the Leased Property subsequent to the date that Tenant’s occupancy of the applicable Leased Property shall have fully terminated or (ii) Hazardous Materials first introduced to the Leased Property prior to the Existing Lease Effective Date, except not be liable under such indemnification to the extent arising such Liabilities result directly from any deterioration on Collateral Agent’s gross negligence or after willful misconduct. Mortgagor’s obligations under this Section shall arise upon the Existing Lease Effective Date in any condition existing prior to the April 30, 1998. “Hazardous Materials” means any substance discovery of the presence of which poses any Hazardous Material, whether or not any governmental authority has taken or threatened any action in connection with the presence of any Hazardous Materials and whether or not the existence of any such Hazardous Material or potential liability on account thereof is disclosed in the Site Assessment and shall continue notwithstanding the repayment of the Notes or any transfer or sale of any right, title and interest in the Mortgaged Property or any portion thereof (by foreclosure, deed in lieu of foreclosure or otherwise), but shall not apply to any actions taken or events occurring after such transfer or sale or after Mortgagee or a hazard receiver in any bankruptcy proceeding takes possession of the Mortgaged Property. For the avoidance of doubt, such liabilities shall survive any such transfer or sale or taking possession to the health or safety of persons on or about the Leased Property or which requires removal or remediation under any Environmental Law, including without limitation, any substance which is toxic, explosive, flammable, radioactiveextent such liabilities arose, or otherwise hazardous are the result of circumstances or is included within the meaning of “hazardous substance”actions occurring, “hazardous waste”prior to such transfer, “toxic substance”, sale or “pollutant” as defined in any Environmental Law. At any time during the Term of this Lease, Lessor may require one or more environmental audits of the Leased Properties, in such form, scope and substance as specified by Lessor, at Tenant’s expense. Tenant shall, within thirty (30) days after receipt of an invoice from Lessor, reimburse Lessor for all costs and expenses incurred in reviewing any environmental audit, including, without limitation, reasonable attorneys’ fees and coststaking possession.

Environmental Indemnity. Tenant hereby a. Sublessee agrees to hold harmless Lessorindemnify, any successors to Lessor’s interest in this Lease and in any Leased Propertydefend (with counsel reasonably approved by Sublessor), and Lessor’s save Sublessor and such successors’ the directors, officers, partnersshareholders, memberstrustees, employees employees, and agents of Sublessor harmless from and against any lossesclaims (including, claimswithout limitation, damages (including consequential third party claims for personal injury or real or personal property damage), actions, administrative proceedings, judgments, damages), punitive damages, penalties, fines, costs, liabilities (including strict liabilitysums paid in settlement of claims), costs (interest, or losses, including cleanup reasonable attorneys' and recovery costs), paralegals' fees and expenses (including expenses of litigation and reasonable attorneys’ fees) incurred by Lessor or any other indemnitee or assessed against the Leased Property by virtue of any claim or lien by any governmental or quasi-governmental unitincluding, body, or agency, or any third party, for cleanup costs or other costs pursuant to the Comprehensive Environmental Response Compensation and Liability Act of 1980, the Hazardous Materials Transportation Act, the Resource Conservation and Recovery Act, all as amended from time to time, and all state laws and federal and state regulations pursuant to the foregoing (collectively “Environmental Laws”). Tenant’s indemnity shall survive the expiration or any termination of this Lease. Provided, however, Tenant shall have no indemnity obligation with respect to (i) Hazardous Materials first introduced to the Leased Property subsequent to the date that Tenant’s occupancy of the applicable Leased Property shall have fully terminated or (ii) Hazardous Materials first introduced to the Leased Property prior to the Existing Lease Effective Date, except to the extent arising from any deterioration on or after the Existing Lease Effective Date in any condition existing prior to the April 30, 1998. “Hazardous Materials” means any substance the presence of which poses a hazard to the health or safety of persons on or about the Leased Property or which requires removal or remediation under any Environmental Law, including without limitation, any substance which is toxicsuch fees and expenses incurred in enforcing this Agreement or collecting any sums due hereunder), explosiveconsultant fees, flammableand expert fees, radioactivetogether with all other costs and expenses of any kind or nature (collectively, the "Costs") that arise directly or indirectly from or in connection with the presence, suspected presence, release, or otherwise hazardous suspected release of any Hazardous Materials in or is included into the air, soil, groundwater, or surface water at, on, about, under, or within the meaning of “hazardous substance”, “hazardous waste”, “toxic substance”Premises, or “pollutant” as defined in any Environmental Law. At any time portion thereof, or alleged to have migrated from the Premises which presence, release or alleged migration is proved to arise out of or be attributed to Sublessee's use or occupancy of the Premises during the Term term of this LeaseSublease. In the event Sublessor shall pay or incur or be found liable for payment of any such Costs, Lessor Sublessee shall pay to Sublessor the total of all such Costs promptly upon demand therefor by Sublessor. Prior to making any payments for which Sublessee may require one or more environmental audits of the Leased Propertiesbe liable under this paragraph 11(c), in such form, scope and substance as specified by Lessor, at Tenant’s expense. Tenant Sublessor shall, within unless prohibited by law or by its own creditors, given Sublessee thirty (30) days after receipt prior written notice of an invoice its intent to make such payment. b. Without limiting the generality of the foregoing 11(c)(ii)a., the indemnification provided for in this paragraph 11(c)(ii) shall specifically cover claims brought by or on behalf of employees, tenants, and invitees of Sublessee or Sublessor relating to Hazardous Materials at the Premises or alleged to have migrated from Lessorthe Premises and attributed to Sublessee's use or occupancy of the Premises during the term of this Sublease; capital, reimburse Lessor for all operating, and maintenance costs and expenses incurred in reviewing connection with any investigation or monitoring of site conditions; any clean-up, containment, remedial, removal, mitigation, or restoration work required or performed by any governmental authority or performed by any nongovernmental entity or person because of Hazardous Materials at the Premises or alleged to have migrated from the Premises and attributed to Sublessee's use or occupancy of the Premises; during the term of this Sublease; any response or oversight costs claimed by any governmental authority pertaining to any action relating to Hazardous Materials at the Premises or alleged to have migrated from the Premises and attributed to Sublessee's use or occupancy of the Premises during the term of this Sublease; any claim asserted for damage to natural resources caused by Hazardous Materials at the Premises or alleged to have migrated from the Premises and attributed to Sublessee's use or occupancy of the Premises during the term of this Sublease; any claim asserted for multiple damages or penalties assessed as the result of Hazardous Materials at the Premises or alleged to have migrated from the Premises and attributed to Sublessee's use or occupancy of the Premises during the term of this Sublease; and any claims of third parties for loss or damage due to such Hazardous Materials. It is the intent of the parties that this indemnity shall govern and determine the respective rights and obligations of Sublessee and Sublessor with respect to liability for Costs to the fullest extent allowed by applicable law, notwithstanding contrary rights and remedies otherwise allowed by applicable law. Sublessee hereby waives and relinquishes any such contrary rights and remedies to the fullest extent allowed by applicable law. c. Anything to the contrary notwithstanding, Sublessee has no obligation with regard to any Hazardous Materials that Sublessee demonstrates were placed on the Premises at any other time than the period Sublessee occupies the Premises. d. In the event that Sublessor undertakes an environmental auditinvestigation of the Premises, includingsolely on its own initiative, without limitationand such investigation does not reveal the presence, reasonable attorneys’ fees and costsrelease or migration of Hazardous Materials in or onto the air, soil, groundwater or surface water at, on, about, under, or within the Premises or any portion thereof (the "Presence of Hazardous Materials"), notwithstanding anything to the contrary set forth herein, Sublessor shall pay for such investigation. If such investigation does reveal the Presence of Hazardous Materials, Sublessee's Indemnity, as contained in this paragraph 11, shall fully apply.

Environmental Indemnity. Tenant hereby agrees to hold shall protect, indemnify and save harmless LessorLandlord, any successors to Lessor’s interest in this Lease Agent and in any Leased Propertyall of their respective members, and Lessor’s and such successors’ directors, officers, partners, members, employees and agents from and against any lossesall liabilities, claimsobligations, damages (including consequential claims damages), penalties, fines, liabilities (including strict liability)causes of action, costs (including cleanup and recovery costs), and expenses (including expenses of litigation and reasonable attorneys’ fees) incurred by Lessor or any other indemnitee or assessed against the Leased Property by virtue of any claim or lien by any governmental or quasi-governmental unit, body, or agency, or any third party, for cleanup costs or other costs pursuant to the Comprehensive Environmental Response Compensation and Liability Act of 1980, the Hazardous Materials Transportation Act, the Resource Conservation and Recovery Act, all as amended from time to time, and all state laws and federal and state regulations pursuant to the foregoing (collectively “Environmental Laws”). Tenant’s indemnity shall survive the expiration or any termination of this Lease. Provided, however, Tenant shall have no indemnity obligation with respect to (i) Hazardous Materials first introduced to the Leased Property subsequent to the date that Tenant’s occupancy of the applicable Leased Property shall have fully terminated or (ii) Hazardous Materials first introduced to the Leased Property prior to the Existing Lease Effective Date, except to the extent arising from any deterioration on or after the Existing Lease Effective Date in any condition existing prior to the April 30, 1998. “Hazardous Materials” means any substance the presence of which poses a hazard to the health or safety of persons on or about the Leased Property or which requires removal or remediation under any Environmental Law, including without limitation, any substance which is toxic, explosive, flammable, radioactive, or otherwise hazardous or is included within the meaning of “hazardous substance”, “hazardous waste”, “toxic substance”, or “pollutant” as defined in any Environmental Law. At any time during the Term of this Lease, Lessor may require one or more environmental audits of the Leased Properties, in such form, scope and substance as specified by Lessor, at Tenant’s expense. Tenant shall, within thirty (30) days after receipt of an invoice from Lessor, reimburse Lessor for all costs and expenses incurred in reviewing any environmental audit, including, without limitation, reasonable attorneys’ fees and costsexpenses) of whatever kind or nature, contingent or otherwise, known or unknown, incurred or imposed, based upon any Environmental Laws or resulting from any Environmental Condition on or about the Leased Premises which occurs due to the acts or omissions of Tenant or the Permitted Parties of Tenant (“Tenant Contamination”). In case any action, suit or proceeding is brought against any of the parties indemnified herein by reason of any Tenant Contamination, Tenant will, at Tenant’s expense, by counsel reasonably approved by Landlord, resist and defend such action, suit or proceeding, or cause the same to be resisted and defended. The obligations of Tenant under this Section 18.3 shall survive the expiration or earlier termination of this Lease, and Tenant shall, notwithstanding a termination of this Lease, continue to pay rent for the Leased Premises in the same amount paid during the last year of the term hereof until such time as all remediation work required to cure such matter has been completed. Landlord shall protect, indemnify and save harmless Tenant and all of its respective members, directors, officers, employees and agents from and against all liabilities, obligations, claims damages, penalties, causes of action, costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) of whatever kind or nature, contingent or otherwise, known or unknown, incurred or imposed, based upon any Environmental Laws or resulting from any Environmental Condition on or about the Leased Premises which occurs due to the acts or omissions of Landlord or the Permitted Parties of Landlord (“Landlord Contamination”). In case any action, suit or proceeding is brought against any of the parties indemnified herein by reason of any Landlord Contamination, Landlord will, at Landlord’s expense, by counsel reasonably approved by Xxxxxx, resist and defend such action, suit or proceeding, or cause the same to be resisted and defended. During any remediation necessitated of any Landlord Contamination, the rent payable hereunder shall be equitably adjusted to the extent of any material adverse interference with Xxxxxx’s use and occupancy of the Leased Premises. The obligations of Landlord under this Section 18.3 shall survive the expiration or earlier termination of this Lease.

Environmental Indemnity. Tenant hereby agrees to hold ----------------------- harmless Lessor, any successors to Lessor’s 's interest in this Lease and in any Leased Property, and Lessor’s 's and such successors’ ' directors, officers, partners, members, employees and agents from and against any losses, claims, damages (including consequential damages), penalties, fines, liabilities (including strict liability), costs (including cleanup and recovery costs), and expenses (including expenses of litigation and reasonable attorneys’ ' fees) incurred by Lessor or any other indemnitee or assessed against the Leased Property by virtue of any claim or lien by any governmental or quasi-quasi- governmental unit, body, or agency, or any third party, for cleanup costs or other costs pursuant to the Comprehensive Environmental Response Compensation and Liability Act of 1980, the Hazardous Materials Transportation Act, the Resource Conservation and Recovery Act, all as amended from time to time, and all state laws and federal and state regulations pursuant to the foregoing (collectively “"Environmental Laws”"). Tenant’s 's indemnity shall survive the ------------------ expiration or any termination of this Lease. Provided, however, Tenant shall -------- ------- have no indemnity obligation with respect to (i) Hazardous Materials first introduced to the Leased Property subsequent to the date that Tenant’s 's occupancy of the applicable Leased Property shall have fully terminated or (ii) Hazardous Materials first introduced to the Leased Property prior to the Existing Lease Effective Datedate hereof, except to the extent arising from any deterioration on or after the Existing Lease Effective Date date hereof in any condition existing prior to the April 30, 1998. “"Hazardous Materials” " means any substance the presence of which poses a hazard to the health or safety of persons on or about the Leased Property or which requires removal or remediation under any Environmental Law, including without limitation, any substance which is toxic, explosive, flammable, radioactive, or otherwise hazardous or is included within the meaning of “"hazardous substance”", “"hazardous waste”", “"toxic substance”", or “"pollutant” " as defined in any Environmental Law. At any time during the Term of this Lease, Lessor may require one or more environmental audits of the Leased Properties, in such form, scope and substance as specified by Lessor, at Tenant’s 's expense. Tenant shall, within thirty (30) days after receipt of an invoice from Lessor, reimburse Lessor for all costs and expenses incurred in reviewing any environmental audit, including, including without limitation, reasonable attorneys’ ' fees and costs.

Environmental Indemnity. Tenant hereby In addition to all other indemnities provided in this Lease, Lessee agrees to defend, indemnify and hold the Port free and harmless Lessor, from any successors to Lessor’s interest in this Lease and in any Leased Property, and Lessor’s and such successors’ directors, officers, partners, members, employees and agents from and against any losses, all claims, damages (including consequential damages)causes of action, regulatory demands, liabilities, fines, penalties, fineslosses, liabilities (and expenses, including strict liability), without limitation cleanup or other remedial costs (and including cleanup and recovery costs), and expenses (including expenses of litigation and reasonable attorneys’ fees) , costs and all other reasonable litigation expenses when incurred by Lessor and whether incurred in defense of actual litigation or any other indemnitee in reasonable anticipation of litigation), arising from the existence or assessed against the Leased Property by virtue discovery of any claim or lien by any governmental or quasi-governmental unit, bodyHazardous Substance on the Premises, or agencythe migration of any Hazardous Substance from the Premises to other properties or into the surrounding environment, whether (1) made, commenced or incurred during the term of this Lease, or any third party(2) made, for cleanup costs commenced or other costs pursuant to the Comprehensive Environmental Response Compensation and Liability Act of 1980, the Hazardous Materials Transportation Act, the Resource Conservation and Recovery Act, all as amended from time to time, and all state laws and federal and state regulations pursuant to the foregoing (collectively “Environmental Laws”). Tenant’s indemnity shall survive incurred after the expiration or any termination of this Lease if arising out of events occurring during the term of this Lease. Provided, however, Tenant Lessee's obligations under this Section 19, including the duty to indemnify the Port pursuant to this Section 19.8.g., shall have no indemnity obligation not apply with respect to any Hazardous Substance either (ia) Hazardous Materials first introduced existing on the Premises, (b) first released in, on or under the Premises, or (c) first migrating from the Premises to the Leased Property subsequent to the date that Tenant’s occupancy other areas of the applicable Leased Property shall have fully terminated or (ii) Hazardous Materials first introduced to the Leased Property surrounding environment, prior to the Existing Lease Effective Datecommencement of this Agreement (collectively, except the "Preexisting Hazardous Substances"). In the event Lessee is required to remediate Preexisting Hazardous Substances by a government agency with jurisdiction, or named as a defendant in a suit alleging injury, damages or loss from Preexisting Hazardous Substances, the Port shall indemnify, defend and hold the Lessee harmless from liabilities, losses and expenses resulting from such action to the extent arising from any deterioration on or after the Existing Lease Effective Date in any condition existing prior to the April 30such liabilities, 1998. “Hazardous Materials” means any substance the presence of which poses a hazard to the health or safety of persons on or about the Leased Property or which requires removal or remediation under any Environmental Law, including without limitation, any substance which is toxic, explosive, flammable, radioactive, or otherwise hazardous or is included within the meaning of “hazardous substance”, “hazardous waste”, “toxic substance”, or “pollutant” as defined in any Environmental Law. At any time during the Term of this Lease, Lessor may require one or more environmental audits of the Leased Properties, in such form, scope and substance as specified by Lessor, at Tenant’s expense. Tenant shall, within thirty (30) days after receipt of an invoice from Lessor, reimburse Lessor for all costs losses and expenses incurred in reviewing any environmental audit, including, without limitation, reasonable attorneys’ fees and costsarise from Preexisting Hazardous Substances.

Environmental Indemnity. Tenant hereby agrees to hold harmless Lessor, any successors to Lessor’s interest in this Lease and in any Leased (i) All risk of loss associated with non-compliance with Environmental Laws at the Mortgaged Property, or with the presence of any Hazardous Material at, upon, within, contiguous to or otherwise affecting the Mortgaged Property or any portion thereof, shall be solely with Trustor. Accordingly, Trustor shall bear all risks and Lessor’s costs associated with any loss (including any loss in value attributable to Hazardous Materials), damage or liability from such non-compliance or presence of any Hazardous Material, including all costs of removal of such Hazardous Material or other related remediation required by Environmental Laws. Trustor shall indemnify, defend and such successors’ directors, officers, partners, members, employees and agents hold Collateral Agent harmless from and against any lossesall loss, liabilities, damages, claims, damages (including consequential damages), penalties, fines, liabilities (including strict liability), costs (including cleanup and recovery costs), and expenses (including expenses reasonable costs of litigation and reasonable attorneys’ feesdefense) incurred by Lessor (hereinafter collectively referred to as “Liabilities”), arising out of or associated, in any way, with: (A) the non-compliance of the Mortgaged Property with Environmental Laws; or (B) the existence or presence of Hazardous Materials in concentrations in excess of applicable standards under Environmental Laws in, on, or about the Mortgaged Property or any other indemnitee portion thereof; whether based in contract, tort, implied or assessed against express warranty, strict liability, criminal or civil statute or common law, including those Liabilities arising from the Leased Property by virtue joint, concurrent or comparative negligence of any claim or lien by any governmental or quasi-governmental unit, body, or agency, or any third party, for cleanup costs or other costs pursuant to the Comprehensive Environmental Response Compensation and Liability Act of 1980, the Hazardous Materials Transportation Act, the Resource Conservation and Recovery Act, all as amended from time to time, and all state laws and federal and state regulations pursuant to the foregoing (collectively “Environmental Laws”). Tenant’s indemnity shall survive the expiration or any termination of this Lease. Provided, Collateral Agent; however, Tenant Trustor shall have no indemnity obligation with respect to (i) Hazardous Materials first introduced to the Leased Property subsequent to the date that Tenant’s occupancy of the applicable Leased Property shall have fully terminated or (ii) Hazardous Materials first introduced to the Leased Property prior to the Existing Lease Effective Date, except not be liable under such indemnification to the extent arising such Liabilities result directly from any deterioration on Collateral Agent’s gross negligence or after willful misconduct. Trustor’s obligations under this Section shall arise upon the Existing Lease Effective Date in any condition existing prior to the April 30, 1998. “Hazardous Materials” means any substance discovery of the presence of which poses any Hazardous Material, whether or not any governmental authority has taken or threatened any action in connection with the presence of any Hazardous Materials and whether or not the existence of any such Hazardous Material or potential liability on account thereof is disclosed in the Site Assessment and shall continue notwithstanding the repayment of the Notes or any transfer or sale of any right, title and interest in the Mortgaged Property or any portion thereof (by foreclosure, deed in lieu of foreclosure or otherwise), but shall not apply to any actions taken or events occurring after such transfer or sale or after Beneficiary or a hazard receiver in any bankruptcy proceeding takes possession of the Mortgaged Property. For the avoidance of doubt, such liabilities shall survive any such transfer or sale or taking possession to the health or safety of persons on or about the Leased Property or which requires removal or remediation under any Environmental Law, including without limitation, any substance which is toxic, explosive, flammable, radioactiveextent such liabilities arose, or otherwise hazardous are the result of circumstances or is included within the meaning of “hazardous substance”actions occurring, “hazardous waste”prior to such transfer, “toxic substance”, sale or “pollutant” as defined in any Environmental Law. At any time during the Term of this Lease, Lessor may require one or more environmental audits of the Leased Properties, in such form, scope and substance as specified by Lessor, at Tenant’s expense. Tenant shall, within thirty (30) days after receipt of an invoice from Lessor, reimburse Lessor for all costs and expenses incurred in reviewing any environmental audit, including, without limitation, reasonable attorneys’ fees and coststaking possession.

Environmental Indemnity. Tenant hereby unconditionally, irrevocably and absolutely agrees to hold pay, indemnify, defend with counsel reasonably acceptable to Landlord and save harmless LessorLandlord, any successors to Lessor’s interest in this Lease and in any Leased Property, and Lessor’s and such successors’ directorsits members, officers, partnersemployees, membersagents, employees successors and agents assigns (the “Indemnified Parties”) for, from and against any and all damages, losses, liabilities, obligations, claims, damages (including consequential damages)litigation, demands, defenses, judgments, suits, proceedings, fines, penalties, finescosts, liabilities (including strict liability), costs (including cleanup and recovery costs), disbursements and expenses (including expenses of litigation and including, without limitation reasonable attorneys’ fees) incurred by Lessor or any other indemnitee or assessed against the Leased Property by virtue of any claim or lien by any governmental or quasiand experts’ fees and expenses, clean-governmental unitup costs, bodywaste disposal costs and those costs, or agencyexpenses, or any third party, for cleanup costs or other costs pursuant to the Comprehensive Environmental Response Compensation penalties and Liability Act of 1980, the Hazardous Materials Transportation Act, the Resource Conservation and Recovery Act, all as amended from time to time, and all state laws and federal and state regulations pursuant to the foregoing (collectively “Environmental Laws”). Tenant’s indemnity shall survive the expiration or any termination of this Lease. Provided, however, Tenant shall have no indemnity obligation with respect to (i) Hazardous Materials first introduced to the Leased Property subsequent to the date that Tenant’s occupancy of the applicable Leased Property shall have fully terminated or (ii) Hazardous Materials first introduced to the Leased Property prior to the Existing Lease Effective Date, except to the extent arising from any deterioration on or after the Existing Lease Effective Date in any condition existing prior to the April 30, 1998. “Hazardous Materials” means any substance the presence of which poses a hazard to the health or safety of persons on or about the Leased Property or which requires removal or remediation under any Environmental Law, including without limitation, any substance which is toxic, explosive, flammable, radioactive, or otherwise hazardous or is included fines within the meaning of “hazardous substance”CERCLA), “hazardous waste”, “toxic substance”, of any kind or “pollutant” as defined in any Environmental Law. At nature whatsoever which may at any time during the Term of this Leasebe imposed upon, Lessor may require one incurred by or more environmental audits asserted or awarded against any of the Leased PropertiesIndemnified Parties and arising from any violation or alleged violation of Environmental Laws, in such form, scope and substance as specified by Lessor, at environmental problem or other environmental matter described herein relating to the Premises arising out of any of Tenant’s expense. Tenant shall, within thirty (30) days after receipt of an invoice from Lessor, reimburse Lessor for all costs and expenses incurred interest in reviewing any environmental auditthe Premises, including, without limitation, reasonable attorneys’ fees matters arising out of any breach of Tenant’s covenants, representations and costswarranties contained in this Section. Tenant does further agree and covenant that none of the Indemnified Parties shall assume any liability or obligation for loss, damage, fines, penalties, claims or duty to clean up or dispose of Hazardous Materials, or other wastes or materials on or relating to the Premises regardless of any inspections or other actions made or taken by Landlord on such property or as a result of any re- entry by Landlord onto the Premises or otherwise. Notwithstanding the foregoing, the indemnity obligation of Tenant shall not apply to any liability, loss, or claim (a) caused by actions taken by or on behalf of Landlord which are caused solely by the negligence or willful misconduct of Landlord, (b) to the extent Tenant demonstrates that such liability, loss or claim was caused by the negligence or intentional misconduct of any contractor working at the direction of the Landlord or any Person (other than Landlord) or (c) Existing Contamination. All warranties, representations and obligations set forth herein shall be deemed to be continuing and shall survive the expiration or termination of this Lease. In addition, the covenants and indemnities of Tenant contained herein shall survive any exercise of any remedy by Landlord under the Lease. Tenant agrees that the indemnification granted herein may be enforced by any of the Indemnified Parties; however, that nothing contained shall prevent Landlord from exercising any other rights under this Lease. Tenant shall give Landlord prompt written notice of any claims threatened or made or suit instituted against it which could result in a claim of indemnification hereunder.

Environmental Indemnity. Tenant hereby agrees (a) Subject to hold the financial limitations regarding the indemnity of Seller described in Section 10.2, Seller agrees, during the Environmental Indemnity Period, to indemnify and save Purchaser harmless Lessorfrom and against, and to reimburse Purchaser with respect to, any successors to Lessor’s interest in this Lease and in any Leased Propertyall claims, and Lessor’s and such successors’ directorsdemands, officers, partners, members, employees and agents from and against any losses, claimsdamages, damages (including consequential damages)liabilities, causes of action, judgments, penalties, fines, liabilities (including strict liability), costs (including cleanup and recovery costs), and expenses (including expenses of litigation including, without limitation, reasonable legal fees and reasonable attorneys’ feesexpenses, clean-up costs and disbursements) accrued or incurred by Lessor or Purchaser at any other indemnitee or assessed against the Leased Property by virtue of any claim or lien by any governmental or quasi-governmental unit, body, or agency, or any third party, for cleanup costs or other costs pursuant to the Comprehensive Environmental Response Compensation time and Liability Act of 1980, the Hazardous Materials Transportation Act, the Resource Conservation and Recovery Act, all as amended from time to time, and all state laws and federal and state regulations pursuant to during the foregoing Environmental Indemnity Period by reason of (collectively “Environmental Laws”). Tenant’s indemnity shall survive i) the expiration breach of any representation or warranty of Seller as set forth in Section 3.10, (ii) any termination of this Lease. Provided, however, Tenant shall have no indemnity obligation violation with respect to or affecting the Transferred Assets on or before the Closing Date of any Environmental Laws in effect on or before the Closing Date, (iiii) Hazardous Materials first introduced to the Leased Property subsequent to the date that Tenant’s occupancy clean-up of the applicable Leased Property shall have fully terminated or (ii) Hazardous Materials first introduced to the Leased Property Transferred Assets required under Environmental Laws for any activities prior to the Existing Lease Effective Closing Date, except to the extent arising from (iv) any deterioration act, omission, event or circumstance existing or occurring on or after the Existing Lease Effective Date in any condition existing prior to the April 30, 1998. “Hazardous Materials” means any substance the presence of which poses a hazard to the health or safety of persons on or about the Leased Property or which requires removal or remediation under any Environmental Law, Closing Date (including without limitation, any substance which is toxicthe presence on the Properties of Hazardous Substances or the presence off site of Hazardous Substances generated on the Properties, explosiveon or prior to the Closing Date) that result from or that are in connection with the ownership, flammableconstruction, radioactiveoccupancy, operation, use and/or maintenance of the Properties, regardless of whether the act, omission, event or otherwise hazardous or is included within the meaning circumstance constituted a violation of “hazardous substance”, “hazardous waste”, “toxic substance”, or “pollutant” as defined in any Environmental LawLaws at the time of its existence or occurrence, and (v) any and all claims or proceedings (whether brought by private party or Governmental Authority) for bodily injury, property damage, abatement or remediation, environmental damage or impairment or any other injury or damage resulting from or relating to any Hazardous Substances located upon the Properties prior to the Closing Date. At Seller shall also indemnify and hold Purchaser harmless from and against any time during liability, loss, cost or expense, including reasonable attorneys' fees and expenses, arising from or relating to the Term imposition or recording of this Lease, Lessor may require one or more environmental audits a lien on the Properties in connection with any contamination of the Leased PropertiesProperties or pursuant to any Environmental Laws in the event only that such contamination occurred prior to the Closing Date. Seller shall also hold harmless and indemnify Purchaser from any liability incurred by Purchaser arising out of regulatory action or third-party, claims with respect to contamination of the Properties or offsite locations that occurred prior to the Closing Date. (b) Notwithstanding anything contained in this Agreement to the contrary, the indemnities in this Section 10.4 shall survive the Closing Date only until the end of the Environmental Indemnity Period, and shall be limited in scope only to any activities discovered after the Closing Date but before the end of the Environmental Indemnity Period that occurred before the Closing Date. For all purposes with respect to the Transferred Assets, Purchaser agrees that it shall have the burden of proof that any alleged activities, violations, events or conditions occurred before the Closing Date. (c) Seller shall have the right to control any action for which indemnity is required under this Section 10.4 through counsel of its choice, subject to Purchaser's consent, which shall not be unreasonably withheld or delayed, provided, however, at Purchaser's option, Purchaser may participate in such form, scope action and substance as specified by Lessor, at Tenant’s expenseappoint its own counsel. Tenant shall, If Seller does not notify Purchaser in writing of its intent to control such action within thirty (30) days (or five (5) days less than such lesser time as may be required to respond to such claims) after receipt by Seller of an invoice from Lessorwritten notice of such claims, reimburse Lessor for all costs Purchaser shall have the right to undertake the control, conduct or settlement of such claims through its own counsel at Seller's expense and expenses incurred in reviewing may settle such matter without Seller's consent at its sole expense. In the event any environmental auditproposed settlement includes nonmonetary relief, includingincluding clean-up, without limitation, reasonable attorneys’ fees and costs.Purchaser may agree to such

Environmental Indemnity. Tenant (a) Grantor does hereby agrees to absolutely, ----------------------- unconditionally and irrevocably indemnify and hold harmless LessorMortgagee against and from any and all claims, any successors to Lessor’s interest in this Lease and in any Leased Propertysuits, actions, debts, damages, costs, losses, obligations, judgments, charges, and Lessor’s and such successors’ directorsexpenses, officers, partners, members, employees and agents from and against of any losses, claims, damages (including consequential damages), penalties, fines, liabilities (including strict liability), costs (including cleanup and recovery costs), and expenses (including expenses of litigation and reasonable attorneys’ fees) nature whatsoever suffered or incurred by Lessor or any other indemnitee or assessed against the Leased Property by virtue of any claim or lien by any governmental or quasi-governmental unitMortgagee, bodywhether as Mortgagee under this Instrument, as mortgagee in possession, or agencyas successor-in-interest to Grantor by foreclosure deed or deed in lieu of foreclosure or otherwise, or any third party, for cleanup costs or other costs pursuant to the Comprehensive Environmental Response Compensation and Liability Act of 1980, the Hazardous Materials Transportation Act, the Resource Conservation and Recovery Act, all as amended from time to time, and all state laws and federal and state regulations pursuant to the foregoing (collectively “Environmental Laws”). Tenant’s indemnity shall survive the expiration or any termination of this Lease. Provided, however, Tenant shall have no indemnity obligation with respect to any of the following, occurring after the execution of this Instrument and arising from or relating to any violation of or non-compliance with any Hazardous Material Law, or a release, discharge or the presence otherwise of any Hazardous Material on, under, from or otherwise affecting any of the Collateral also occurring thereafter: (i) any release of Hazardous Materials first introduced to Material, the Leased Property subsequent to threat of a release of any Hazardous Material, or the date that Tenant’s occupancy presence of any Hazardous Material affecting any of the applicable Leased Property shall have fully terminated Collateral whether or not the same originates or emanates from the Collateral, including any loss of value of any of the Collateral as a result of any of the foregoing; or (ii) Hazardous Materials first introduced to the Leased Property prior to the Existing Lease Effective Date, except to the extent arising from any deterioration on or after the Existing Lease Effective Date in any condition existing prior to the April 30, 1998. “Hazardous Materials” means any substance the presence costs of which poses a hazard to the health or safety of persons on or about the Leased Property or which requires removal or remediation remedial action incurred by the United States Government or any state, county or municipal governmental authority, any response costs incurred by any other person or damages from injury to, destruction of, or loss of natural resources, including reasonable costs of assessing such injury, destruction or loss, incurred pursuant to any Hazardous Material Laws; or (iii) liability for personal injury or property damage arising under any Environmental Law, including without limitation, any substance which is toxic, explosive, flammable, radioactive, statutory or otherwise hazardous or is included within the meaning of “hazardous substance”, “hazardous waste”, “toxic substance”, or “pollutant” as defined in any Environmental Law. At any time during the Term of this Lease, Lessor may require one or more environmental audits of the Leased Properties, in such form, scope and substance as specified by Lessor, at Tenant’s expense. Tenant shall, within thirty (30) days after receipt of an invoice from Lessor, reimburse Lessor for all costs and expenses incurred in reviewing any environmental auditcommon law tort theory, including, without limitation, reasonable attorneys’ fees damages assessed for the maintenance of a public or private nuisance or for the carrying on of a dangerous activity in relation to any of the Collateral; or (iv) any other environmental matter affecting the Collateral within the jurisdiction of the Environmental Protection Agency, any other federal agency, or any state, county or municipal agency having jurisdiction or authority with respect to such matters. Grantor's obligations under this provision shall arise upon the discovery of any violation of or non-compliance with any Hazardous Material Law whether or not the Environmental Protection Agency, any other federal agency or any state, county or municipal agency having jurisdiction or authority with respect to such matters has taken or threatened any action in connection with such violation, non-compliance or the release of any Hazardous Material. (b) In the event of any violation of or non-compliance with any Hazardous Material Law, or any release of Hazardous Material, or the threat of a release of any Hazardous Material affecting any of the Collateral, whether or not the same originates or emanates from the Collateral, or if Grantor shall fail to comply with any of the requirements of any Hazardous Material Laws or related regulations or any other environmental Law, Mortgagee may at its election, but without the obligation so to do, give such notices or cause such work to be performed on, at or with respect to the Collateral or take any and costsall other actions as Mortgagee shall deem necessary or advisable in order to abate the release of any Hazardous Material, remove any Hazardous Maxxxxxl or cure Grantor's noncompliance. (c) It is the intention of Grantor that these provisions shall supersede any other provisions herein, in the Facility Agreement or in any other of the Transaction Documents which in any way limit the personal liability of Grantor, and that Grantor shall be personally liable for any obligations hereunder, even if the amount of liability incurred exceeds the amount secured hereby. All of the representations, warranties, covenants and indemnities herein shall survive the repayment of all obligations under the Facility Agreement and the release of the lien of this Instrument and shall survive the transfer, if any, of any or all right, title and interest in and to any of the Collateral by Grantor to any party, whether or not affiliated with Grantor. All amounts expended by Mortgagee in connection with the enforcement of its rights pursuant to this Section 6.9 shall be secured by this Instrument.

Environmental Indemnity. Tenant hereby agrees to hold shall protect, indemnify and save harmless LessorLandlord, any successors to Lessor’s interest in this Lease Agent and in any Leased Propertyall of their respective members, and Lessor’s and such successors’ directors, officers, partners, members, employees and agents from and against any lossesall liabilities, claimsobligations, damages (including consequential claims damages), penalties, fines, liabilities (including strict liability)causes of action, costs (including cleanup and recovery costs), and expenses (including expenses of litigation and reasonable attorneys’ fees) incurred by Lessor or any other indemnitee or assessed against the Leased Property by virtue of any claim or lien by any governmental or quasi-governmental unit, body, or agency, or any third party, for cleanup costs or other costs pursuant to the Comprehensive Environmental Response Compensation and Liability Act of 1980, the Hazardous Materials Transportation Act, the Resource Conservation and Recovery Act, all as amended from time to time, and all state laws and federal and state regulations pursuant to the foregoing (collectively “Environmental Laws”). Tenant’s indemnity shall survive the expiration or any termination of this Lease. Provided, however, Tenant shall have no indemnity obligation with respect to (i) Hazardous Materials first introduced to the Leased Property subsequent to the date that Tenant’s occupancy of the applicable Leased Property shall have fully terminated or (ii) Hazardous Materials first introduced to the Leased Property prior to the Existing Lease Effective Date, except to the extent arising from any deterioration on or after the Existing Lease Effective Date in any condition existing prior to the April 30, 1998. “Hazardous Materials” means any substance the presence of which poses a hazard to the health or safety of persons on or about the Leased Property or which requires removal or remediation under any Environmental Law, including without limitation, any substance which is toxic, explosive, flammable, radioactive, or otherwise hazardous or is included within the meaning of “hazardous substance”, “hazardous waste”, “toxic substance”, or “pollutant” as defined in any Environmental Law. At any time during the Term of this Lease, Lessor may require one or more environmental audits of the Leased Properties, in such form, scope and substance as specified by Lessor, at Tenant’s expense. Tenant shall, within thirty (30) days after receipt of an invoice from Lessor, reimburse Lessor for all costs and expenses incurred in reviewing any environmental audit, including, without limitation, reasonable attorneys’ fees and costsexpenses) of whatever kind or nature, contingent or otherwise, known or unknown, incurred or imposed, based upon any Environmental Laws or resulting from any Environmental Condition on or about the Leased Premises which occurs due to the acts or omissions of Tenant or the Permitted Parties of Tenant (“Tenant Contamination”). In case any action, suit or proceeding is brought against any of the parties indemnified herein by reason of any Tenant Contamination, Tenant will, at Tenant’s expense, by counsel reasonably approved by Landlord, resist and defend such action, suit or proceeding, or cause the same to be resisted and defended. The obligations of Tenant under this Section 18.3 shall survive the expiration or earlier termination of this Lease, and Tenant shall, notwithstanding a termination of this Lease, continue to pay rent for the Leased Premises in the same amount paid during the last year of the term hereof until such time as all remediation work required to cure such matter has been completed. Landlord shall protect, indemnify and save harmless Tenant and all of its respective members, directors, officers, employees and agents from and against all liabilities, obligations, claims damages, penalties, causes of action, costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) of whatever kind or nature, contingent or otherwise, known or unknown, incurred or imposed, based upon any Environmental Laws or resulting from any Environmental Condition on or about the Leased Premises which occurs due to the acts or omissions of Landlord or the Permitted Parties of Landlord (“Landlord Contamination”). In case any action, suit or proceeding is brought against any of the parties indemnified herein by reason of any Landlord Contamination, Landlord will, at Landlord’s expense, by counsel reasonably approved by Txxxxx, resist and defend such action, suit or proceeding, or cause the same to be resisted and defended. During any remediation necessitated of any Landlord Contamination, the rent payable hereunder shall be equitably adjusted to the extent of any material adverse interference with Txxxxx’s use and occupancy of the Leased Premises. The obligations of Landlord under this Section 18.3 shall survive the expiration or earlier termination of this Lease.

Environmental Indemnity. Tenant hereby agrees to indemnify and hold Landlord harmless Lessor, any successors to Lessor’s interest in this Lease and in any Leased Property, and Lessor’s and such successors’ directors, officers, partners, members, employees and agents from and against any lossesand all loss, claimsclaim, damages liability, damages, injuries to person, property or natural resources, cost, expense, action or cause of action, arising in connection with the release or presence of any Hazardous Substances (including consequential as defined below) at the Premises, through the acts of Tenant, its officers, employees, contractors, agents or invitees, whether foreseeable or unforeseeable, regardless of the source of such release and when such release occurred or such presence is discovered. Landlord agrees to indemnify and hold Tenant harmless from and against any and all loss, claim, liability, damages), penaltiesinjuries to person, finesproperty or natural resources, liabilities cost, expense, action or cause of action, arising in connection with the release or presence of any Hazardous Substances (including strict liability)as defined below) at the Premises, through the acts of landlord, its officers, employees, contractors, agents or invitees, whether foreseeable or unforeseeable, regardless of the source of such release and when such release occurred or such presence is discovered. The foregoing indemnity includes, without limitation, all costs (including cleanup and recovery costs)in law or in equity of removal, remediation of any kind, and expenses (including expenses disposal of litigation such Hazardous Substances; all costs of determining whether the Premises is in compliance and to cause the Premises to be in compliance with all applicable environmental laws, all costs associated with claims for damages to persons, property or natural resources, and Landlord or Tenant's reasonable attorneys’ fees) incurred by Lessor ' and consultants' fees and costs, whether or not litigation is instituted. For the purposes of definition, "Hazardous Substances" includes, without limitation, any other indemnitee toxic or assessed against the Leased Property by virtue of any claim hazardous wastes, pollutants (or lien by any governmental substances, including, without limitation, asbestos, PCBs, petroleum products and by-products, substances defined or quasi-governmental unit, body, listed as "hazardous substances" or agency, "toxic substances" or any third party, for cleanup costs similarly identified in or other costs pursuant to the Comprehensive Environmental Response Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. Section 9061 et. seq., hazardous materials identified in or pursuant to the Hazardous Materials Transportation Act 49 U.S.C. Section 1802 et. seq., or the Florida Air and Water Pollution Control Act, the Resource Conservation and Recovery Act, all as amended from time to time, and all state laws and federal and state regulations pursuant to the foregoing (collectively “Environmental Laws”Florida Statutes 403.011 et. seq.). Tenant’s indemnity shall survive the expiration or any termination of this Lease. Provided, however, Tenant shall have no indemnity obligation with respect to (i) Hazardous Materials first introduced to the Leased Property subsequent to the date that Tenant’s occupancy of the applicable Leased Property shall have fully terminated or (ii) Hazardous Materials first introduced to the Leased Property prior to the Existing Lease Effective Date, except to the extent arising from any deterioration on or after the Existing Lease Effective Date in any condition existing prior to the April 30, 1998. “Hazardous Materials” means any substance the presence of which poses a hazard to the health or safety of persons on or about the Leased Property or which requires removal or remediation under any Environmental Law, including without limitation, any substance which is toxic, explosive, flammable, radioactive, or otherwise hazardous or is included within the meaning of “hazardous substance”, “hazardous waste”, “toxic substance”, or “pollutant” as defined in any Environmental Law. At any time during the Term of this Lease, Lessor may require one or more environmental audits of the Leased Properties, in such form, scope and substance as specified by Lessor, at Tenant’s expense. Tenant shall, within thirty (30) days after receipt of an invoice from Lessor, reimburse Lessor for all costs and expenses incurred in reviewing any environmental audit, including, without limitation, reasonable attorneys’ fees and costs.

Environmental Indemnity. Tenant hereby The Mortgagor agrees to hold harmless Lessorindemnify the Lender and its respective shareholders, any successors to Lessor’s interest in this Lease and in any Leased Property, and Lessor’s and such successors’ directors, officers, partners, members, employees and agents from from, and against hold each of them harmless against, any and all losses, liabilities, claims, damages (including consequential damages), penalties, fines, liabilities (including strict liability), costs (including cleanup and recovery costs), and or expenses (including expenses of litigation and reasonable attorneys’ fees) incurred by Lessor or any other indemnitee or assessed against the Leased Property by virtue of any claim or lien by any governmental or quasi-governmental unit, body, or agency, or any third party, for cleanup costs or other costs pursuant to the Comprehensive Environmental Response Compensation and Liability Act of 1980, the Hazardous Materials Transportation Act, the Resource Conservation and Recovery Act, all as amended from time to time, and all state laws and federal and state regulations pursuant to the foregoing (collectively “Environmental Laws”). Tenant’s indemnity shall survive the expiration or any termination of this Lease. Provided, however, Tenant shall have no indemnity obligation with respect to (i) Hazardous Materials first introduced to the Leased Property subsequent to the date that Tenant’s occupancy of the applicable Leased Property shall have fully terminated or (ii) Hazardous Materials first introduced to the Leased Property prior to the Existing Lease Effective Date, except to the extent arising from any deterioration on or after the Existing Lease Effective Date in any condition existing prior to the April 30, 1998. “Hazardous Materials” means any substance the presence of which poses a hazard to the health or safety of persons on or about the Leased Property or which requires removal or remediation under any Environmental Law, including without limitation, any substance which is toxic, explosive, flammable, radioactive, or otherwise hazardous or is included within the meaning of “hazardous substance”, “hazardous waste”, “toxic substance”, or “pollutant” as defined in any Environmental Law. At any time during the Term of this Lease, Lessor may require one or more environmental audits of the Leased Properties, in such form, scope and substance as specified by Lessor, at Tenant’s expense. Tenant shall, within thirty (30) days after receipt of an invoice from Lessor, reimburse Lessor for all costs and expenses incurred in reviewing any environmental audit, including, without limitation, reasonable attorneys’ fees and court costs), asserted against or incurred by the Lender at any time and from time to time by reason of or arising out of (a) the breach of any representation or warranty of the Mortgagor set forth herein, (b) the failure of the Mortgagor to perform any obligation herein required to be performed by the Mortgagor regarding Environmental Laws, (c) any violation by Mortgagor on or before the Release Date (as hereinafter defined) of any Environmental Law in effect on or before the Release Date, and (d) any act, omission, event or circumstance existing or occurring on or prior to the Release Date (including, without limitation, the presence on the Mortgaged Property or release from the Mortgaged Property of hazardous substances or solid wastes disposed of or otherwise released on or prior to the Release Date), resulting from or in connection with the ownership, construction, occupancy, operation, use and/or maintenance of the Mortgaged Property, regardless of whether the act, omission, event or circumstance constituted a violation of any Environmental Law at the time of its existence or occurrence. The foregoing indemnity shall not apply with respect to matters solely caused by or arising out of the gross negligence or willful misconduct of the Lender. As used in this paragraph, the term “Lender” shall collectively mean and include not only the Lender but also any persons or entities owned or controlled by or affiliated with the Lender. The “Release Date” as used herein shall mean the earlier of: (i) the date on which the Indebtedness secured hereby has been irrevocably paid and performed in full and this Mortgage has been released, (ii) the date on which the Lien of this Mortgage is foreclosed or a deed in lieu of such foreclosure is fully effective, or (iii) the date on which the Lender or its designee assumes control of any of the Mortgaged Property pursuant to Section 5.10. The provisions of this paragraph shall survive the Release Date and shall continue thereafter in full force and effect.

Environmental Indemnity. Tenant hereby In addition to all other indemnities provided in this Agreement, except as otherwise provided in Section 14.4, Xxxxxx agrees to defend, indemnify and hold the Port free and harmless Lessor, from any successors to Lessor’s interest in this Lease and in any Leased Property, and Lessor’s and such successors’ directors, officers, partners, members, employees and agents from and against any losses, all claims, damages (including consequential damages)causes of action, regulatory demands, liabilities, fines, penalties, fineslosses, liabilities (and expenses, including strict liability), without limitation cleanup or other remedial costs (and including cleanup and recovery costs), and expenses (including expenses of litigation and reasonable attorneys’ fees) incurred by Lessor or any other indemnitee or assessed against the Leased Property by virtue of any claim or lien by any governmental or quasi-governmental unit, body, or agency, or any third party, for cleanup costs or other costs pursuant to the Comprehensive Environmental Response Compensation and Liability Act of 1980, the Hazardous Materials Transportation Act, the Resource Conservation and Recovery Act, all as amended from time to time, and all state laws other reasonable litigation expenses when incurred and federal and state regulations pursuant to the foregoing (collectively “Environmental Laws”whether incurred in defense of actual litigation or in reasonable anticipation of litigation). Tenant’s indemnity shall survive the expiration or any termination of this Lease. Provided, however, Tenant shall have no indemnity obligation with respect to (i) Hazardous Materials first introduced to the Leased Property subsequent to the date that Tenant’s occupancy of the applicable Leased Property shall have fully terminated or (ii) Hazardous Materials first introduced to the Leased Property prior to the Existing Lease Effective Date, except to the extent arising from any deterioration on Hazardous Substance stored, released, spilled, discharged, leaked, emitted, injected, escaped or after the Existing Lease Effective Date in any condition existing prior to the April 30dumped in, 1998. “Hazardous Materials” means any substance the presence of which poses a hazard to the health or safety of persons on or about the Leased Property after the Commencement Date (i) by Tenant or which requires removal its employees, agents, invitees or remediation sublessees or (ii) by unassociated third parties, if prevention of the release was within Tenant’s control and before the Termination Date. Except as otherwise provided in this Agreement, Tenant’s obligations under this Section shall survive the expiration or earlier termination of this Agreement. Notwithstanding the foregoing, in no event shall Tenant be liable for, and the Port shall defend (with counsel reasonably acceptable to Tenant and the Port’s insurer), indemnify and hold Tenant free and harmless from any Environmental Lawand all claims, causes of action, regulatory demands, liabilities, fines, penalties, losses, and expenses, including without limitation, any substance which is toxic, explosive, flammable, radioactivelimitation investigation and cleanup, or other remedial costs (and including attorneys’ fees, costs and all other reasonable litigation expenses when incurred and whether incurred in defense of actual litigation or in reasonable anticipation of litigation), arising from Pre-existing Hazardous Substances or the migration of any Hazardous Substance onto the Premises from other properties owned by the Port or otherwise hazardous caused by the Port or is included within its agents, consultants or employees. In addition, if Tenant disposes of any Pre-existing Hazardous Substances or Hazardous Substances that have migrated onto the meaning of “hazardous substance”Premises from other properties owned by the Port, “hazardous waste”the Port shall sign generator slips, “toxic substance”as requested by Tenant, with respect to any such Pre- existing Hazardous Substances or “pollutant” as defined in any Environmental LawHazardous Substances. At any time during The Port's obligations under this Section shall survive the Term expiration or earlier termination of this Lease, Lessor may require one or more environmental audits of the Leased Properties, in such form, scope and substance as specified by Lessor, at Tenant’s expense. Tenant shall, within thirty (30) days after receipt of an invoice from Lessor, reimburse Lessor for all costs and expenses incurred in reviewing any environmental audit, including, without limitation, reasonable attorneys’ fees and costsAgreement.

Environmental Indemnity. Tenant hereby agrees to hold harmless Lessor, any successors to Lessor’s interest in this Lease and in any Leased Property(a) Comply, and Lessor’s cause each of its Subsidiaries to comply, with all Environmental Laws and provide to the Agent all documentation in connection with such successors’ directorscompliance that the Agent may reasonably request; and not cause or permit the Collateral or any property or facility owned, officersleased, partnersoperated or controlled by the Borrower or any of its Subsidiaries to be used for any activities involving, membersdirectly or indirectly, employees the use, generation, treatment, storage, release or disposal of any Hazardous Materials in violation of Environmental Law or in a manner that could result in Environmental Liabilities and agents from Costs; and against take all necessary steps to initiate and expeditiously complete all Remedial Action to eliminate any lossessuch Environmental Liabilities and Costs. In the event the Borrower fails to comply with the covenants in the preceding sentence, claimsthe Agent may, damages (including consequential damages)in addition to any other applicable remedies set forth herein, penaltiesat Borrower's sole cost and expense, fines, liabilities (including strict liability), costs (including cleanup and recovery costs)cause any Remedial Action to be taken, and the Borrower shall provide to the Agent access to the Mortgaged Property for such purpose. Any costs or expenses (including expenses of litigation and reasonable attorneys’ fees) incurred by Lessor or the Agent for such purpose shall be immediately due and payable by the Borrower and shall bear interest at the rate determined pursuant to Section 2.08(d) herein. (b) The Agent shall have the right at any other indemnitee or assessed against time that any Obligations are outstanding, at the Leased sole cost and expense of the Borrower, to conduct an environmental audit of the Mortgaged Property by virtue of any claim such persons or lien firms appointed by any governmental or quasi-governmental unit, body, or agency, or any third party, for cleanup costs or other costs pursuant to the Comprehensive Environmental Response Compensation and Liability Act of 1980, the Hazardous Materials Transportation Act, the Resource Conservation and Recovery Act, all as amended from time to timeAgent, and the Borrower shall cooperate in all state laws and federal and state regulations pursuant to respects in the foregoing (collectively “Environmental Laws”). Tenant’s indemnity shall survive the expiration or any termination conduct of this Lease. Provided, however, Tenant shall have no indemnity obligation with respect to (i) Hazardous Materials first introduced to the Leased Property subsequent to the date that Tenant’s occupancy of the applicable Leased Property shall have fully terminated or (ii) Hazardous Materials first introduced to the Leased Property prior to the Existing Lease Effective Date, except to the extent arising from any deterioration on or after the Existing Lease Effective Date in any condition existing prior to the April 30, 1998. “Hazardous Materials” means any substance the presence of which poses a hazard to the health or safety of persons on or about the Leased Property or which requires removal or remediation under any Environmental Law, including without limitation, any substance which is toxic, explosive, flammable, radioactive, or otherwise hazardous or is included within the meaning of “hazardous substance”, “hazardous waste”, “toxic substance”, or “pollutant” as defined in any Environmental Law. At any time during the Term of this Lease, Lessor may require one or more environmental audits of the Leased Properties, in such form, scope and substance as specified by Lessor, at Tenant’s expense. Tenant shall, within thirty (30) days after receipt of an invoice from Lessor, reimburse Lessor for all costs and expenses incurred in reviewing any environmental audit, including, without limitation, reasonable attorneys’ fees by providing access to the Mortgaged Property and coststo all records relating thereto. To the extent that any such environmental audit identifies conditions which violate, or could be expected to give rise to liabilities or obligations under, Environmental Laws, the Borrower agrees to expeditiously conduct all Remedial Action necessary to eliminate such conditions. (c) On behalf of the Borrower and its Subsidiaries, the Borrower hereby agrees to defend, indemnify, and hold harmless the Agent, the Lenders and the Letter of Credit Issuer, their employees, agents, officers, and directors, from and against any Environmental Liabilities and Costs, including, without limitation, those arising out of (i) any Release or threatened Release on any property presently or formerly owned, leased, operated or controlled by the Borrower (or any of its Subsidiaries or their predecessors in interest or title) or at any disposal facility which received Hazardous Materials generated by Borrower or any of its Subsidiaries (or their predecessors in interest or title); (ii) any violation of Environmental Laws;

Environmental Indemnity. To the extent not prohibited by applicable law, Tenant hereby agrees shall unconditionally, irrevocably and absolutely indemnify, defend with counsel acceptable to hold harmless Lessor, any successors to Lessor’s interest in this Lease and in any Leased Propertythe Authority, and Lessor’s and such successors’ directorssave harmless the Authority, its members, officers, partnersemployees, membersagents, employees successors and agents assigns (collectively, the “Indemnified Parties”) for, from and against any and all damages, losses, liabilities, obligations, claims, damages (including consequential damages)litigation, demands, defenses, judgments, suits, proceedings, fines, penalties, finescosts, liabilities (including strict liability), costs (including cleanup and recovery costs), disbursements and expenses (including expenses of litigation and reasonable attorneys’ fees) incurred by Lessor or any other indemnitee or assessed against the Leased Property by virtue of any claim or lien by any governmental or quasi-governmental unitincluding, body, or agency, or any third party, for cleanup costs or other costs pursuant to the Comprehensive Environmental Response Compensation and Liability Act of 1980, the Hazardous Materials Transportation Act, the Resource Conservation and Recovery Act, all as amended from time to time, and all state laws and federal and state regulations pursuant to the foregoing (collectively “Environmental Laws”). Tenant’s indemnity shall survive the expiration or any termination of this Lease. Provided, however, Tenant shall have no indemnity obligation with respect to (i) Hazardous Materials first introduced to the Leased Property subsequent to the date that Tenant’s occupancy of the applicable Leased Property shall have fully terminated or (ii) Hazardous Materials first introduced to the Leased Property prior to the Existing Lease Effective Date, except to the extent arising from any deterioration on or after the Existing Lease Effective Date in any condition existing prior to the April 30, 1998. “Hazardous Materials” means any substance the presence of which poses a hazard to the health or safety of persons on or about the Leased Property or which requires removal or remediation under any Environmental Law, including without limitation, any substance which is toxicattorneys’ and experts’ fees and expenses, explosiveclean-up costs, flammablewaste disposal costs and those costs, radioactiveexpenses, or otherwise hazardous or is included penalties and fines within the meaning of “hazardous substance”CERCLA), “hazardous waste”of any kind or nature whatsoever, “toxic substance”which may at any time be imposed upon, incurred by, or “pollutant” as defined in asserted or awarded against any Environmental Law. At any time during the Term of this Lease, Lessor may require one or more environmental audits of the Leased Properties, in such form, scope Indemnified Parties and substance as specified by Lessor, at arising from any violation or alleged violation of Environmental Laws or other environmental matter described herein relating to Tenant’s expense. Tenant shalluse of the Premises, within thirty (30) days after receipt or arising as a consequence of an invoice from Lessor, reimburse Lessor for all costs and expenses incurred Tenant’s interest in reviewing any environmental auditor operation of the Premises, including, without limitation, reasonable attorneys’ fees matters arising out of any breach of Tenant’s covenants, representations and costswarranties. Tenant does further agree and covenant that none of the Indemnified Parties shall assume any liability or obligation for loss, damage, fines, penalties, claims or duty to clean up or dispose of Hazardous Materials, or other wastes or materials on or relating to the Premises regardless of any inspections or other actions made or taken by the Authority on the Premises or otherwise. Notwithstanding the foregoing, the indemnity obligation of Tenant shall not apply to any liability, loss, or claim caused by actions taken by or on behalf of the Authority to the extent Tenant demonstrates that such liability, loss or claim was caused by the negligence or willful misconduct of the Authority. All warranties, representations and obligations set forth herein shall be deemed to be continuing and shall survive the expiration or earlier termination of this Lease. In addition, the covenants and indemnities of Tenant contained herein shall survive any exercise of any remedy by the Authority under this Lease. Tenant shall give the Authority prompt written notice of any claims threatened or made or suit instituted against it which could result in a claim of indemnification hereunder.

Environmental Indemnity. Tenant hereby agrees to hold harmless Lessor(a) Lessee covenants that (i) the Leased Properties shall be kept free of Hazardous Materials, except for those Hazardous Materials necessary for the operation of the Leased Properties, provided that Lessee complies with all applicable Environmental Law and Environmental Permits, and (ii) neither Lessee, any successors to Lessor’s interest in this Lease and Sublessee nor any occupant of the Leased Properties shall use, transport, store, dispose of or in any manner deal with Hazardous Materials on the Leased PropertyProperties, except for those Hazardous Materials necessary for the operation of the Leased Properties, provided that such materials are used, transported, stored and disposed of in compliance with all applicable Environmental Law and Environmental Permits. Lessee shall comply with, and Lessor’s ensure compliance by all occupants of the Leased Properties with, all applicable Environmental Law and Environmental Permits, and shall keep the Leased Properties free and clear of any liens imposed pursuant to such successors’ directorsEnvironmental Law. Lessee shall conduct and complete all investigations, officersstudies, partnerssampling, membersand testing, employees and agents all remedial actions necessary to clean up and remove any Hazardous Materials from the Leased Properties in accordance with all applicable Environmental Law. (i) Lessee and Guarantor covenant and agree at their sole cost and expense, to protect, defend, indemnify and hold each Indemnified Party and its Related Parties harmless from and against any lossesand all losses (including diminution in the value of the Leased Properties), liabilities, obligations, claims, damages (including consequential damages), penalties, causes of action, fines, liabilities (including strict liability), costs (including cleanup and recovery costs), and expenses (including expenses of litigation and reasonable attorneys’ fees) incurred by Lessor or any other indemnitee or assessed against the Leased Property by virtue of any claim or lien by any governmental or quasi-governmental unit, body, or agency, or any third party, for cleanup costs or other costs pursuant to the Comprehensive Environmental Response Compensation and Liability Act of 1980, the Hazardous Materials Transportation Act, the Resource Conservation and Recovery Act, all as amended from time to time, and all state laws and federal and state regulations pursuant to the foregoing (collectively “Environmental Laws”). Tenant’s indemnity shall survive the expiration or any termination of this Lease. Provided, however, Tenant shall have no indemnity obligation with respect to (i) Hazardous Materials first introduced to the Leased Property subsequent to the date that Tenant’s occupancy of the applicable Leased Property shall have fully terminated or (ii) Hazardous Materials first introduced to the Leased Property prior to the Existing Lease Effective Date, except to the extent arising from any deterioration on or after the Existing Lease Effective Date in any condition existing prior to the April 30, 1998. “Hazardous Materials” means any substance the presence of which poses a hazard to the health or safety of persons on or about the Leased Property or which requires removal or remediation under any Environmental Lawexpenses, including without limitation, litigation costs (including, without limitation, attorneys' fees, expert and consulting fees, expenses, sums paid in settlement of claims and any substance which is toxicsuch litigation costs incurred in enforcing the obligations of Lessee hereunder or collecting any sums due hereunder), explosiveother than, flammableas to any Indemnified Party, radioactivethose arising solely from the willful misconduct of such Indemnified Party (collectively, the "Indemnified Claims"), directly or indirectly imposed upon or incurred by or asserted against such Indemnified Party and its Related Parties, whether as owner, lessor, mortgagee, mortgagee in possession, successor in interest to Lessee by foreclosure, exercise of power of sale, acceptance of a deed-in-lieu of foreclosure or otherwise, or otherwise hazardous in any other capacity, arising out of or is included within the meaning in connection with (1) any violation of “hazardous substance”Environmental Law; (2) any claim or lawsuit brought or threatened, “hazardous waste”, “toxic substance”settlement reached, or “pollutant” as defined government order relating to any Hazardous Materials; (3) the use, generation, refining, manufacture, transportation, transfer, production, processing, storage, handling, or treatment of any Hazardous Materials, on, under, from, or affecting the Leased Properties or any other leased properties; (4) the Release or threatened Release of any Hazardous Materials on, under, from, or affecting the Leased Properties or any other properties; (5) any remedial action, or imposition of standards of conduct, including the clean-up, encapsulation, treatment, abatement, removal and/or disposal of any Hazardous Materials on, under, from or affecting the Leased Properties or any other leased properties; (6) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to Hazardous Materials; (7) any failure to obtain, maintain or comply with, any applicable Environmental Permit; or (8) a misrepresentation or inaccuracy in any Environmental Law. At representation or warranty or a breach of or failure to perform any time during covenant made by Lessee in this Section. (ii) Lessee and Guarantor understand and agree that their liability to the Term Indemnified Parties shall arise upon the earlier to occur of this Lease(1) the Release, Lessor may require one discovery of, or more environmental audits of the threat or suspected presence of, any Hazardous Materials, on, under, about or affecting the Leased Properties, whether or not the Environmental Protection Agency, any other federal agency or any state or local environmental or other agency or political subdivision or any court, administrative panel or tribunal has taken or threatened any action in connection with the presence, or threatened or suspected presence, of any Hazardous Materials or (2) the institution of any Indemnified Claims, and not upon the realization of loss or damage. Lessee and Guarantor shall also indemnify and hold harmless each Indemnified Party and its Related Parties from and against all loss, costs, damages, or expenses (including, without limitation, attorney's fees) arising out of the enforcement of the obligations of Lessee and Guarantor hereunder, or the assertion by Lessee or Guarantor of any defense to its obligations hereunder. (c) To the extent the provisions of this Section 10.3 related to Leased Properties located in the State of California, this Section 10.3 is intended by the parties to constitute an "environmental provision" as defined in California Code of Civil Procedure Section 736, and the Indemnified Parties shall have all rights and remedies provided in such formsection. (d) The obligations and liabilities of Lessee and Guarantor under this Section shall survive any termination, scope satisfaction, assignment, entry of a judgment of foreclosure, exercise of any power of sale, or delivery of a deed in lieu of foreclosure of the Master Lease, the Loan Agreement or any other Transaction Document or the Excluded Collateral Agreement; notwithstanding the foregoing, Lessee and substance as specified Guarantor shall not have any obligations or liabilities under this Section with respect to obligations and liabilities that Lessee or Guarantor can prove arose solely from Hazardous Materials that (i) were not present on the Leased Properties prior to the date that Noteholder or Surety acquired title to the Leased properties, whether by Lessorforeclosure, at Tenant’s expense. Tenant shallexercise of a power of sale, acceptance of a deed-in-lieu of foreclosure or otherwise and (ii) were not the result of any act or omission of Lessee, Guarantor, Manager or any Sublessee or any of such Persons' affiliates, agents or contractors. (e) Any amounts payable to any Indemnified Party under this Section shall become immediately due and payable and, if not paid within thirty (30) days after receipt of an invoice written demand therefor, shall bear interest at the Default Rate, or the maximum rate permitted by law from Lessorthe earlier to occur of (i) the date payment is made or loss or damage is sustained by such Indemnified Party or (ii) the date Lessee's or Guarantor's liability shall arise pursuant to paragraph (b)(ii) hereof, reimburse Lessor until paid. (f) Lessee and Guarantor shall take any and all reasonable actions, including institution of legal action against third-parties, necessary or appropriate to obtain reimbursement, payment or compensation from such persons responsible for the presence of any Hazardous Materials at, in, on, under or near the Leased Properties or otherwise obligated by law to bear the cost. The Indemnified Parties shall be and hereby are subrogated to all costs of Lessee's and expenses incurred Guarantor's rights now or hereafter in reviewing such claims. (g) Lessee and Guarantor shall cooperate with each Indemnified Party, and provide access to each Indemnified Party and any professionals engaged by such Indemnified Party, upon such Indemnified Party's request, to conduct, contract for, evaluate or interpret any environmental auditassessments, includingaudits, without limitationinvestigations, reasonable attorneys’ fees testing, sampling, analysis and costssimilar procedures on the Leased Properties. (h) No delay on any Indemnified Party's part in exercising any right, power or privilege under this Agreement shall operate as a waiver of any such privilege, power or right. (i) Each party hereto shall, within five (5) business days of receipt thereof, give written notice to the other parties hereto of (i) any notice or advice from any governmental agency or any source whatsoever with respect to Hazardous Materials on, from or affecting the Leased Properties, and (ii) any claim, suit or proceeding, whether administrative or judicial in nature ("Legal Action"), brought against such party or instituted with respect to the Leased Properties, with respect to which Lessee and Guarantor may have liability under this Section. Such notice shall comply with the provisions of Section 11.4 hereof. (j) Each Indemnified Party shall, at all times, be free to independently establish to its satisfaction and in its absolute discretion the existence or nonexistence of any fact or facts the existence or nonexistence of which is a condition of this Section.

Environmental Indemnity. Tenant hereby agrees to (a) Seller shall indemnify, defend and hold harmless Lessor, any successors to Lessor’s interest in this Lease and in any Leased Property, and Lessor’s and such successors’ directors, officers, partners, members, employees and agents Buyer Indemnitees from and against any lossesBuyer Damages incurred or suffered by Buyer Indemnitees (i) as a result of or arising out of a breach of any representation or warranty set forth in Section 3.17 (without regard to any qualifications therein as to “materiality” or “Material Adverse Effect”); (ii) as a consequence of any investigation, claimsremediation or containment of Hazardous Substances that are present or released on or before the Closing at, damages on, under or about any of the Owned Real Property or any Leased Real Property; (iii) in connection with claims or proceedings by employees and/or third parties in respect of personal injury or property damage as a result of Hazardous Substances that were present or released, on or before the Closing, at, on, under or migrating from, any of the Owned Real Property or Leased Real Property; (iv) in connection with violations by Seller (in respect of the Business) of any applicable Environmental Law (including consequential damagesany permits, licenses or other authorizations issued pursuant to such applicable Environmental Law) prior to the Closing; and (v) as a consequence of any off-site disposal of any Hazardous Substance by Seller in the conduct of the Business. (b) Seller’s obligation to indemnify, defend and hold harmless Buyer Indemnitees for the matters addressed in Section 7.5(a) shall be limited to those matters as to which Buyer provides Seller with written notice (such notice to be in conformance with other relevant provisions of this Agreement and to contain, to the extent available, reasonable details of the claim for which indemnity is sought) within two (2) years after Closing, except that, solely with respect to Buyer Damages suffered as a result of the disposal or arrangement for disposal of any Hazardous Substances by Seller or the Business prior to the Closing Date at locations other than the Owned Real Property or the Leased Real Property, Buyer may provide notice of such claim at any time prior to sixty (60) days following the expiration of any applicable statute of limitations. (c) With respect to claims to defend, indemnify and hold harmless Buyer Indemnitees that are described by Section 7.5(a), penaltiesto the extent such claims involve the containment or remediation of Hazardous Substances at the Owned Real Property or the Leased Real Property: (i) Seller shall only be required to defend, finesindemnify and hold harmless Buyer Indemnitees to the extent that: (A) investigation, liabilities containment or remediation of the Hazardous Substances is required pursuant to an applicable Environmental Law that is in effect as of and is enforceable as of the Closing; (including strict liabilityB) the Remediation Standards that must be met in order to satisfy the requirements of the applicable Environmental Law (1) are no more stringent than the Remediation Standards that were in effect as of and were enforceable as of the Closing Date under the applicable Environmental Law that is the source of the obligation to conduct a remediation, or, where no such Remediation Standards had been promulgated and were enforceable as of the Closing Date, Remediation Standards that were applied, within one (1) year prior to the Closing Date, on a case-by-case basis, to properties that are most similar to the property that is subject to a remediation and (2) are those Remediation Standards that would be the least stringent Remediation Standards, taking into account that the normal operating condition at the affected facility shall be maintained at all times, that would be applicable given the use of the property as of the day before the Closing Date; and (C) such investigation, containment and/or remediation is conducted using reasonably cost effective methods, taking into account that the normal operating condition at the affected facility shall be maintained at all times, for investigation, remediation and/or containment consistent with applicable Environmental Law. To the extent that the Buyer Damages incurred in connection with an investigation, containment or remediation are in excess of the Buyer Damages that would be incurred for an investigation, containment or remediation meeting the conditions set forth in this Section 7.5(c), costs (including cleanup and recovery costs), and expenses (including expenses of litigation and reasonable attorneys’ fees) incurred by Lessor or any other indemnitee or assessed against the Leased Property by virtue of any claim or lien by any governmental or quasi-governmental unit, body, or agency, or any third party, for cleanup costs or other costs pursuant to the Comprehensive Environmental Response Compensation and Liability Act of 1980, the Hazardous Materials Transportation Act, the Resource Conservation and Recovery Act, all as amended from time to time, and all state laws and federal and state regulations pursuant to the foregoing (collectively “Environmental Laws”). Tenant’s indemnity shall survive the expiration or any termination of this Lease. Provided, however, Tenant Seller shall have no indemnity obligation with respect to indemnify any Buyer Indemnitees for such excess Buyer Damages. If Seller is undertaking remedial action, Seller shall not be responsible for any effect the remediation has upon the business or operations of Buyer (i) Hazardous Materials first introduced to the Leased Property subsequent to the date that Tenant’s occupancy of the applicable Leased Property shall have fully terminated or (ii) Hazardous Materials first introduced to the Leased Property prior to the Existing Lease Effective Date, except to the extent arising from any deterioration on or after the Existing Lease Effective Date in any condition existing prior to the April 30, 1998. “Hazardous Materials” means any substance the presence of which poses a hazard to the health or safety of persons on or about the Leased Property or which requires removal or remediation under any Environmental Law, including without limitation, any substance which is toxic, explosive, flammable, radioactive, or otherwise hazardous or is included within the meaning of “hazardous substance”, “hazardous waste”, “toxic substance”, or “pollutant” as defined in any Environmental Law. At any time during the Term of this Lease, Lessor may require one or more environmental audits of the Leased Properties, in such form, scope and substance as specified by Lessor, at Tenant’s expense. Tenant shall, within thirty (30) days after receipt of an invoice from Lessor, reimburse Lessor for all costs and expenses incurred in reviewing any environmental audit, including, without limitation, reasonable attorneysbusiness interruptions or lost profits). (ii) If the costs of an investigation, containment or remediation at any of the Owned Real Property or Leased Real Property that is subject to an indemnity by Seller hereunder are increased due to an act or omission (after the Closing) by a person other than Seller, a subsidiary of Seller, or an agent, representative or contractor of Seller, Seller shall not be responsible for any such increase in costs incurred. Seller shall not be responsible for any increased costs or increased Buyer Damages under this subsection to the extent they arise by reason of (i) the voluntary closure of operations at any Owned Real Property or Leased Real Property or (ii) a material change in use of any of such property from the use of such property as of the Closing. (iii) No indemnification shall be made by Seller with respect to any claim unless the amount of such claim exceeds $25,000; in such event, indemnification shall be made by Seller for the full amount of such claim. (iv) In no event shall Seller’s aggregate obligation to indemnify Buyer Indemnitees pursuant to Section 7.5(a), together with any indemnification paid pursuant to any other provisions of this Agreement, exceed an amount equal to 50% of the Purchase Price. (d) Notwithstanding any other provision of this Agreement, if a Buyer Indemnitee has a claim pursuant to Section 7.5(a)(iv) of this Agreement, Seller shall be obligated to indemnify, defend and hold harmless said Buyer Indemnitee with respect to any claims for fines or penalties arising out of said noncompliance and costs or Buyer Damages arising out of any expenditures made or actions taken by said Buyer Indemnitee after the Closing to achieve or maintain compliance with applicable Environmental Laws at any Owned Real Property or Leased Real Property, but only to the extent that such expenditures or actions do not exceed $1,500,000 in the aggregate. The foregoing sentence shall not be interpreted to preclude Buyer Indemnitees from defense and indemnification with respect to the investigation and remediation of Hazardous Substances that are present, on or before the Closing, in any environmental media at, on, under or migrating from, Owned Real Property or Leased Real Property, as otherwise authorized pursuant to this Agreement. (e) Notwithstanding anything to the contrary herein, with respect to claims arising pursuant to Section 7.5, Seller shall not be obligated to indemnify Buyer Indemnitees for the costs and expenses associated with Buyer Indemnitees’ fees overseeing of Seller’s performance of its defense and indemnity obligations, including, but not limited to, the costs and expenses of overseeing of Seller’s legal counsel, consultants, or employees, and Seller shall not be obligated to indemnify Buyer Indemnitees for any costs or expenses of Buyer Indemnitees for management and employee time costs. (f) To the extent that Buyer Indemnitees make a claim, pursuant to Section 7.2, for breach of the representation set forth in Section 3.17, the provisions of this Section 7.5 shall apply exclusively to such claim. (g) Claims brought pursuant to this Section 7.5 that constitute “Claims” as defined in Section 7.4, shall be subject to the procedures for indemnification set forth in Section 7.4 if such claims are third party claims. Claims that involve or also involve the investigation, containment and/or remediation of Hazardous Substances at the Owned Real Property or Leased Real Property shall also be subject to the procedures of Section 7.6. (h) For purposes of this Agreement, the term “Remediation Standard” means a numerical standard (whether resulting from an enacted statute, promulgated regulation, guidance or policy document issued by a regulatory agency, or developed on a case-by-case basis through a risk assessment or other methodology authorized pursuant to an applicable Environmental Law and acceptable to the applicable governmental authority), that defines the concentrations of Hazardous Substances that may be permitted to remain in any environmental media after an investigation, remediation or containment of a release of Hazardous Substances.

Environmental Indemnity. Tenant hereby (a) Notwithstanding anything to the contrary contained in this Sublease, Sublessee agrees to indemnify, defend and hold harmless LessorSublessor, any successors to Lessor’s interest in this Lease and in any Leased PropertyLandlord, and Lessor’s their respective parent, subsidiaries and such successors’ affiliates, and their respective officers, directors, officersshareholders and employees, partners, members, employees and agents from and against any and all liabilities, losses, claimsdamages, damages suits, actions, causes of action, costs, expenses (including consequential damageswithout limitation reasonable attorneys' fees and disbursements and court costs), penalties, fines, liabilities demands, judgements, claims or liens (including strict liabilitywithout limitation claims or liens imposed under any so-called "Superfund" or other environmental legislation) arising from or in connection with the disposal, improper use, release or discharge of Hazardous Materials which are stored, generated or otherwise brought onto, under, at or adjacent to the Sublease Premises. Building or Property by or at the direction of Sublessee; Sublessee's breach of the provisions of this Sublease relating to Hazardous Materials; or Sublessee's failure to comply with any laws, regulations or ordinances governing Hazardous Materials. (b) For the purposes of this Section, the term "Hazardous Materials" shall include without limitation any petroleum product, any flammable, explosive or radioactive material, medical wastes or any oil, any hazardous or toxic waste, substance or material, including without limitation substances defined as "hazardous substances," "solid waste" or toxic substances" under any applicable laws relating to any of the foregoing, air pollution (including noise and odors), costs (including cleanup water pollution, liquid and recovery costs)solid waste, pesticides, drinking water, community and expenses (including expenses of litigation employee health, environmental land use management, stormwater, sediment control, nuisances, radiation, wetlands, endangered species, environmental permitting and reasonable attorneys’ fees) incurred by Lessor or any other indemnitee or assessed against petroleum products, which laws may include, but not be limited to; the Leased Property by virtue of any claim or lien by any governmental or quasi-governmental unitToxic Substance Control Act; the Clean Water Act; the National Environmental Policy Act, bodyas Amended; the Solid Waste Disposal Act, or agency, or any third party, for cleanup costs or other costs pursuant to as amended; the Comprehensive Environmental Response Response, Compensation and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986; The Hazardous Materials Material Transportation Act, as amended; the Resource Conservation and Recovery Act, all as amended from time to timeamended, the Clean Air Act, as amended; the Emergency Planning and Community Right-To-Know Act, as amended; the Occupational Safety and Health Act, as amended; comparable state laws; and all state rules and regulations promulgated pursuant to such laws and federal and state regulations pursuant ordinances. (c) Sublessee hereby acknowledges receipt of the Environmental Report, referred to the foregoing in Exhibit F attached hereto. (collectively “Environmental Laws”). Tenant’s indemnity d) This Section 19 shall survive the expiration or any termination of this Lease. Provided, however, Tenant shall have no indemnity obligation with respect to (i) Hazardous Materials first introduced to the Leased Property subsequent to the date that Tenant’s occupancy of the applicable Leased Property shall have fully terminated or (ii) Hazardous Materials first introduced to the Leased Property prior to the Existing Lease Effective Date, except to the extent arising from any deterioration on or after the Existing Lease Effective Date in any condition existing prior to the April 30, 1998. “Hazardous Materials” means any substance the presence of which poses a hazard to the health or safety of persons on or about the Leased Property or which requires removal or remediation under any Environmental Law, including without limitation, any substance which is toxic, explosive, flammable, radioactive, or otherwise hazardous or is included within the meaning of “hazardous substance”, “hazardous waste”, “toxic substance”, or “pollutant” as defined in any Environmental Law. At any time during the Term of this Lease, Lessor may require one or more environmental audits of the Leased Properties, in such form, scope and substance as specified by Lessor, at Tenant’s expense. Tenant shall, within thirty (30) days after receipt of an invoice from Lessor, reimburse Lessor for all costs and expenses incurred in reviewing any environmental audit, including, without limitation, reasonable attorneys’ fees and costsSublease.

Environmental Indemnity. Tenant hereby Without limiting any indemnities provided in this Agreement for other than environmental matters, and except for Excluded Environmental Claims, as hereinafter defined, STAC agrees to defend, indemnify and hold the Port free and harmless Lessor, from any successors to Lessor’s interest in this Lease and in any Leased Property, and Lessor’s and such successors’ directors, officers, partners, members, employees and agents from and against any losses, all claims, damages (including consequential damages)causes of action, regulatory demands, liabilities, fines, penalties, fineslosses, liabilities (and expenses, including strict liability), without limitation clean-up or other remedial costs (and including cleanup and recovery costs), and expenses (including expenses of litigation and actually incurred reasonable attorneys’ fees) , costs and all other reasonable litigation expenses when incurred by Lessor and whether incurred in defense of actual litigation or in reasonable anticipation of litigation), arising from the existence or discovery of any Hazardous Substance on the Licensed Premises or at the Airport, or the Release of any Hazardous Substance from the Licensed Premises to other properties or into the surrounding environment or from any other violation of Environmental Law, whether made, commenced or incurred during the Term, or made, commenced or incurred after the expiration or termination of this Agreement, directly attributable to STAC’s actions during the Term or any holdover period. For purposes of this Section 11.05, “Excluded Environmental Claims” shall mean, any claims, causes of action, demands, liabilities, fines, penalties, costs, expenses or any other indemnitee or assessed against the Leased Property by virtue of any claim or lien by any governmental or quasi-governmental unitliabilities, body, or agency, or any third party, for cleanup costs or other costs pursuant to the Comprehensive Environmental Response Compensation and Liability Act of 1980, the Hazardous Materials Transportation Act, the Resource Conservation and Recovery Act, all as amended from time to time, and all state laws and federal and state regulations pursuant to the foregoing (collectively “Environmental Laws”). Tenant’s indemnity shall survive the expiration or any termination of this Lease. Provided, however, Tenant shall have no indemnity obligation with respect to (i) Hazardous Materials first introduced to the Leased Property subsequent to the date that Tenant’s occupancy of the applicable Leased Property shall have fully terminated or (ii) Hazardous Materials first introduced to the Leased Property prior to the Existing Lease Effective Date, except to the extent caused by or arising from any deterioration on or after (A) the Existing Lease Effective Date in any condition existing prior to the April 30, 1998. “migration of Hazardous Materials” means any substance the presence of which poses a hazard to the health or safety of persons on or about the Leased Property or which requires removal or remediation under any Environmental Law, including without limitation, any substance which is toxic, explosive, flammable, radioactive, or otherwise hazardous or is included within the meaning of “hazardous substance”, “hazardous waste”, “toxic substance”, or “pollutant” as defined in any Environmental Law. At any time Substances not first Released during the Term Term; and (B) the movement of this LeaseHazardous Substances first Released outside the Licensed Premises onto or under the Licensed Premises due to leaching or the flow of groundwater, Lessor may require one or more environmental audits of provided that STAC is not otherwise responsible for the Leased Properties, in such form, scope and substance as specified by Lessor, at Tenant’s expense. Tenant shall, within thirty (30) days after receipt of an invoice from Lessor, reimburse Lessor for all costs and expenses incurred in reviewing any environmental audit, including, without limitation, reasonable attorneys’ fees and costsoff-Licensed Premises Release that introduced the migrating Hazardous Substances into the environment.

Environmental Indemnity. Tenant hereby 31.2.1 Lessee shall not cause any Toxic or Hazardous Substance to be improperly or illegally used, stored, discharged, Released or disposed of in, from, under or about the Leased Premises or any other land or improvement in the vicinity of the Leased Premises. Without limiting the generality of the foregoing, Lessee, at its sole cost, shall comply with all Environmental Laws relating to Toxic or Hazardous Substances brought onto the Leased Premises by Xxxxxx. If the storage, use, Release, or disposal of Toxic or Hazardous Substances brought onto the Leased Premises by Lessee results in contamination of the Leased Premises or any soil in or about the Leased Premises (“Lessee Hazardous Substances”), Lessee, at its expense shall promptly take all actions necessary to return the Leased Premises to be in compliance with applicable Environmental Laws insofar as the Lessee Hazardous Substances are concerned. Lessee Hazardous Substances includes Toxic or Hazardous Substances that are or were attributable to the activities of Lessee, its agents or contractors during the term, whether or not Lessee had knowledge of such Toxic or Hazardous Substance. 31.2.2 To the extent Lessee is determined to be liable therefor, Xxxxxx agrees to hold harmless Lessorindemnify, any successors defend (with counsel reasonably acceptable to Lessor’s interest in this Lease and in any Leased PropertyCounty), and Lessor’s hold County and such successors’ directors, its officers, partnersemployees, members, employees contractors and agents harmless from and against any losses, claims, damages (including consequential investigations, judgments, damages), penalties, fines, expenses, liabilities (or losses, including strict liability), costs (including cleanup and recovery costs), and expenses (including expenses of litigation and reasonable attorneys’ fees) incurred by Lessor fees actually incurred, arising during or any other indemnitee after the Term, as a result of the presence, Release, or assessed against disposal of Toxic or Hazardous Substances or a Release on, from or adjacent to the Leased Property by virtue Premises all to the extent due to the actions of Lessee, its officers, employees, contractors, invitees, guests or agents; unless the Toxic or Hazardous Substances are present or there occurs a Release or disposal as a result of the actions of other third parties or the County, its officers, employees, contractors, invitees, guests or agents. Lessee's indemnification of County shall include costs and expenses incurred in connection with Toxic or Hazardous Substances present on, under, above or appurtenant to the Leased Premises as a result and to the extent of any claim Release caused by Lessee, its officers, employees, contractors, invitees or lien by any governmental agents onto or quasi-governmental unit, body, or agency, or any third party, for cleanup costs or other costs pursuant adjacent to the Comprehensive Environmental Response Compensation and Liability Act Leased Premises during the occupancy of 1980, the Leased Premises by Lessee. 31.2.3 Nothing contained herein shall be deemed to prohibit or limit the handling or storage of Toxic or Hazardous Materials Transportation Act, Substances by Lessee in the Resource Conservation and Recovery Act, all as amended from time to time, and all state laws and federal and state regulations pursuant to operation of its business within the foregoing (collectively “Leased Premises in accordance with the requirements of the Environmental Laws”). Tenant’s . 31.2.4 The foregoing environmental indemnity shall survive the expiration or any earlier termination of this Lease. Provided, however, Tenant shall have no indemnity obligation with respect to (i) Hazardous Materials first introduced to the Leased Property subsequent to the date that Tenant’s occupancy Agreement and/or any transfer of the applicable Leased Property shall have fully terminated all or (ii) Hazardous Materials first introduced to the Leased Property prior to the Existing Lease Effective Date, except to the extent arising from any deterioration on or after the Existing Lease Effective Date in any condition existing prior to the April 30, 1998. “Hazardous Materials” means any substance the presence of which poses a hazard to the health or safety of persons on or about the Leased Property or which requires removal or remediation under any Environmental Law, including without limitation, any substance which is toxic, explosive, flammable, radioactive, or otherwise hazardous or is included within the meaning of “hazardous substance”, “hazardous waste”, “toxic substance”, or “pollutant” as defined in any Environmental Law. At any time during the Term of this Lease, Lessor may require one or more environmental audits portion of the Leased PropertiesPremises, or of any interest in such form, scope and substance as specified by Lessor, at Tenant’s expense. Tenant shall, within thirty (30) days after receipt of an invoice from Lessor, reimburse Lessor for all costs and expenses incurred in reviewing any environmental audit, including, without limitation, reasonable attorneys’ fees and coststhis Agreement.

Environmental Indemnity. Tenant hereby In addition to all other indemnities provided in this Agreement, Xxxxxx agrees to defend, indemnify and hold Lessor free and harmless Lessor, from any successors to Lessor’s interest in this Lease and in any Leased Property, and Lessor’s and such successors’ directors, officers, partners, members, employees and agents from and against any losses, all claims, damages (including consequential damages)causes of action, regulatory demands, liabilities, fines, penalties, fineslosses, liabilities (and expenses, including strict liability), without limitation cleanup or other remedial costs (and including cleanup and recovery costs), and expenses (including expenses of litigation and reasonable attorneys’ fees) incurred by Lessor or any other indemnitee or assessed against the Leased Property by virtue of any claim or lien by any governmental or quasi-governmental unit, body, or agency, or any third party, for cleanup costs or other costs pursuant to the Comprehensive Environmental Response Compensation and Liability Act of 1980, the Hazardous Materials Transportation Act, the Resource Conservation and Recovery Act, all as amended from time to time, and all state laws other reasonable litigation expenses when incurred and federal and state regulations pursuant to the foregoing (collectively “Environmental Laws”whether incurred in defense of actual litigation or in reasonable anticipation of litigation). Tenant’s indemnity shall survive the expiration or any termination of this Lease. Provided, however, Tenant shall have no indemnity obligation with respect to (i) Hazardous Materials first introduced to the Leased Property subsequent to the date that Tenant’s occupancy of the applicable Leased Property shall have fully terminated or (ii) Hazardous Materials first introduced to the Leased Property prior to the Existing Lease Effective Date, except to the extent arising from any deterioration on Hazardous Substance stored, released, spilled, discharged, leaked, emitted, injected, escaped or after the Existing Lease Effective Date in any condition existing prior to the April 30dumped in, 1998. “Hazardous Materials” means any substance the presence of which poses a hazard to the health or safety of persons on or about the Leased Property after the Commencement Date (i) by Lessee or which requires removal its employees, agents, invitees or remediation sublessees or (ii) by unassociated third parties, if prevention of the release was within Lessee’s control and before the Termination Date. Except as otherwise provided in this Agreement, Tenant’s obligations under this Section shall survive the expiration or earlier termination of this Agreement. Notwithstanding the foregoing, in no event shall Lessee be liable for, and Lessor shall defend (with counsel reasonably acceptable to Lessee and the Lessor’s insurer), indemnify and hold Lessee free and harmless from any and all claims, causes of action, regulatory demands, liabilities, fines, penalties, losses, and expenses, including without limitation investigation and cleanup, or other remedial costs (and including attorneys’ fees, costs and all other reasonable litigation expenses when incurred and whether incurred in defense of actual litigation or in reasonable anticipation of litigation), arising from Pre-existing Hazardous Substances or the migration of any Hazardous Substance onto the Premises from other properties owned by Lessor or otherwise caused by Lessor or its agents, consultants or employees. Lessor's obligations under this Section shall survive the expiration or earlier termination of this Agreement. “Hazardous Substance” shall mean any substance or material defined or designated as a hazardous waste, toxic substance, solid waste or other pollutant or contaminant under any Environmental LawLaws. “Pre-existing Hazardous Substances” shall mean and refer to any actionable levels (as such may change from time to time) of Hazardous Substances and/or underground storage tanks present on the Property on the Commencement Date, including without limitationexcluding any Hazardous Substances brought onto the Property by Lessee or its employees, any substance which is toxic, explosive, flammable, radioactive, agents or otherwise hazardous or is included within the meaning of “hazardous substance”, “hazardous waste”, “toxic substance”, or “pollutant” as defined in any Environmental Law. At any time during the Term of this Lease, Lessor may require one or more environmental audits of the Leased Properties, in such form, scope and substance as specified by Lessor, at Tenant’s expense. Tenant shall, within thirty (30) days after receipt of an invoice from Lessor, reimburse Lessor for all costs and expenses incurred in reviewing any environmental audit, including, without limitation, reasonable attorneys’ fees and costsinvitees.

Environmental Indemnity. From and after the Commencement Date and thereafter during the entire Term, Tenant hereby in the operation of its business on the Leased Premises shall comply with all applicable Environmental Laws which relate to the manufacture, ownership, use, storage and disposal of Hazardous Materials. Without limiting the generality of the foregoing, Tenant shall specifically comply with all applicable Environmental Laws. Tenant shall obtain all environmental licenses, permits, approvals, authorizations, exemptions, classifications, certificates and registrations (collectively, “Permits”) and make all applicable filings required of Tenant to operate at the Leased Premises. The Permits and required filings shall be made available for inspection and copying by Landlord upon reasonable notice and during business hours. Tenant agrees to hold harmless Lessorand indemnify Landlord from any and all liabilities, any successors to Lessor’s interest in this Lease losses, damages, costs, expenses (including reasonable attorneys’ fees and in any Leased Propertyexpenses), and Lessor’s and such successors’ directorscauses of action, officers, partners, members, employees and agents from and against any lossessuits, claims, damages demands, or judgments of any nature whatsoever arising from (including consequential damages1) the presence or discharge of Hazardous Materials on or from the Leased Premises from the transportation of disposal of Hazardous Materials to and from the Premises in each case to the extent caused by Tenant or its employees, invitees, agents, or contractors during the Term in violation of Environmental Laws (as defined below), penalties, fines, liabilities (including strict liability), costs (including cleanup and recovery costs), and expenses (including expenses of litigation and reasonable attorneys’ fees2) incurred by Lessor or any other indemnitee or assessed liens against the Leased Property by virtue of any claim or lien by any governmental or quasi-governmental unit, body, or agencyPremises, or any third partypart thereof, for cleanup costs permitted or other costs pursuant to the Comprehensive imposed by any Environmental Response Compensation and Liability Act Laws (as defined below), or any actual or asserted liability or obligations of 1980, the Hazardous Materials Transportation Act, the Resource Conservation and Recovery Act, all as amended from time to timeLandlord or any of its affiliates or subsidiaries under any Environmental Laws caused by Tenant, and all state laws and federal and state regulations pursuant to (3) any actual or asserted liability or obligations arising from the foregoing (collectively “actions of Tenant or any of its affiliates or subsidiaries under any Environmental Laws”). Tenant’s indemnity The foregoing indemnification shall survive the expiration or any termination of this LeaseLease or the termination of Tenant’s tenancy in the Leased Premises. Provided, however, In no way shall Tenant shall have no indemnity obligation with respect to (i) ever be held liable for Hazardous Materials first on, upon or appurtenances thereto which were introduced to the Leased Property subsequent to the date that Tenant’s occupancy of the applicable Leased Property shall have fully terminated or (ii) Hazardous Materials first introduced to the Leased Property prior to the Existing Lease Effective DateTerm, except to or by the extent arising Landlord, its employees, agents, invitees, contractors or other tenants of the Property. Landlord shall hold harmless and indemnify Tenant from any deterioration liability, claim or injury resulting from the presence or discharge of Hazardous Materials on or after from the Existing Property, unless the same is caused by Tenant or its employees, agents, or contractors. The foregoing indemnification shall survive the expiration or termination of this Lease Effective Date or the termination of Tenant’s tenancy in any condition existing prior to the April 30, 1998. “Hazardous Materials” means any substance the presence of which poses a hazard to the health or safety of persons on or about the Leased Property or which requires removal or remediation under any Environmental Law, including without limitation, any substance which is toxic, explosive, flammable, radioactive, or otherwise hazardous or is included within the meaning of “hazardous substance”, “hazardous waste”, “toxic substance”, or “pollutant” as defined in any Environmental Law. At any time during the Term of this Lease, Lessor may require one or more environmental audits of the Leased Properties, in such form, scope and substance as specified by Lessor, at Tenant’s expense. Tenant shall, within thirty (30) days after receipt of an invoice from Lessor, reimburse Lessor for all costs and expenses incurred in reviewing any environmental audit, including, without limitation, reasonable attorneys’ fees and costsPremises.

Environmental Indemnity. Tenant hereby agrees to hold harmless Lessor, any successors to Lessor’s interest In the event that the use or exercise of the rights granted in this Lease Agreement at any time results in the presence on or under the Premises and/or other land of Consumers (which shall include but not be limited to the groundwater underlying any of such lands) of contaminants, hazardous waste, hazardous substances, hazardous constituents, or toxic substances, as on the Commencement Date or at any time thereafter defined in the Comprehensive Environmental Response, Compensation and in Liability Act (CERCLA), 42 USCA 9601 et seq.; the Resource Conservation and Recovery Act (RCRA), 42 USCA 6901 et seq.; the Toxic Substances Control Act (TSCA), 15 USCA 2601 et seq.; the Michigan Natural Resources and Environmental Protection Act (NREPA), MCLA 324.101 et seq.; or any Leased Propertyother similar existing or future statutes, METC shall, at METC's sole cost and expense, promptly take all actions that are either: (i) required by any federal, state, or local governmental agency or political subdivision, or (ii) necessary to restore all such lands to the condition existing prior to the introduction of such contaminants, hazardous waste, hazardous substances or constituents, or toxic substances, notwithstanding any lesser standard of remediation allowable under applicable law or governmental policies. The actions required of METC shall include, but not be limited to: (a) the investigation of the environmental condition of said lands, (b) the preparation of any feasibility studies, reports, or remedial plans required by law or governmental policy, and Lessor’s (c) the performance of cleanup, remediation, containment, operation, maintenance, monitoring, or restoration work, whether on or off said lands. METC shall proceed continuously and diligently with such successors’ investigatory and remedial actions. METC shall promptly provide to Consumers copies of all test results and reports generated in connection with the above activities and of all reports submitted to any governmental entity. METC shall indemnify, defend, and hold Consumers, its officers, directors, officersemployees, partnersagents, membersaffiliates, employees and agents parent corporation, harmless from and against any and all losses, liabilities, claims, damages (including consequential damages), payments, actions, recoveries, settlements, judgments, orders, costs, expenses, attorney fees, consultant and expert fees, cost of investigation, monitoring, cleanup, containment, restoration, removal, or other remedial work or response action, penalties, fines, liabilities (including strict liability), costs (including cleanup and recovery costs)encumbrances, and expenses liens arising out of: (including expenses i) the presence on or beneath the Premises, and/or other land of litigation Consumers, and/or other land, and reasonable attorneys’ fees) incurred by Lessor the groundwater underlying any of such lands, of contaminants, hazardous waste, hazardous substances or constituents, or toxic substances, as on the Commencement Date or at any time thereafter defined in CERCLA, RCRA, TSCA, NREPA, or any other indemnitee similar existing or assessed against the Leased Property by virtue of any claim or lien by any governmental or quasi-governmental unitfuture statutes, body, or agency, or any third party, for cleanup costs or other costs pursuant to the Comprehensive Environmental Response Compensation and Liability Act of 1980, the Hazardous Materials Transportation Act, the Resource Conservation and Recovery Act, all as amended from time to time, and all state laws and federal and state regulations pursuant to the foregoing (collectively “Environmental Laws”). Tenant’s indemnity shall survive the expiration or any termination of this Lease. Provided, however, Tenant shall have no indemnity obligation with respect to (i) Hazardous Materials first introduced to the Leased Property subsequent to the date that Tenant’s occupancy a result of the applicable Leased Property shall have fully terminated use or (ii) Hazardous Materials first introduced to exercise of the Leased Property prior to the Existing Lease Effective Daterights herein granted, except to the extent whether arising from any deterioration on during or after the Existing Lease Effective Date in any condition existing prior to the April 30, 1998. “Hazardous Materials” means any substance the presence of which poses a hazard to the health or safety of persons on or about the Leased Property or which requires removal or remediation under any Environmental Law, including without limitation, any substance which is toxic, explosive, flammable, radioactive, or otherwise hazardous or is included within the meaning of “hazardous substance”, “hazardous waste”, “toxic substance”, or “pollutant” as defined in any Environmental Law. At any time during the Term of this LeaseAgreement; (ii) METC's violation or alleged violation of any federal, Lessor may require one state, or more environmental audits local law related directly or indirectly to METC's exercise of the Leased Properties, in such form, scope rights herein granted; or (iii) METC's failure to comply with the terms and substance as specified by Lessor, at Tenant’s expense. Tenant shall, within thirty (30) days after receipt conditions of an invoice from Lessor, reimburse Lessor for all costs and expenses incurred in reviewing any environmental audit, including, without limitation, reasonable attorneys’ fees and coststhis Agreement.

Environmental Indemnity. In addition to all other indemnities provided in this Agreement, except as otherwise provided in Section 14.4, Tenant hereby agrees to defend, indemnify and hold the Port free and harmless Lessor, from any successors to Lessor’s interest in this Lease and in any Leased Property, and Lessor’s and such successors’ directors, officers, partners, members, employees and agents from and against any losses, all claims, damages (including consequential damages)causes of action, regulatory demands, liabilities, fines, penalties, fineslosses, liabilities (and expenses, including strict liability), without limitation cleanup or other remedial costs (and including cleanup and recovery costs), and expenses (including expenses of litigation and reasonable attorneys’ fees) incurred by Lessor or any other indemnitee or assessed against the Leased Property by virtue of any claim or lien by any governmental or quasi-governmental unit, body, or agency, or any third party, for cleanup costs or other costs pursuant to the Comprehensive Environmental Response Compensation and Liability Act of 1980, the Hazardous Materials Transportation Act, the Resource Conservation and Recovery Act, all as amended from time to time, and all state laws other reasonable litigation expenses when incurred and federal and state regulations pursuant to the foregoing (collectively “Environmental Laws”whether incurred in defense of actual litigation or in reasonable anticipation of litigation). Tenant’s indemnity shall survive the expiration or any termination of this Lease. Provided, however, Tenant shall have no indemnity obligation with respect to (i) Hazardous Materials first introduced to the Leased Property subsequent to the date that Tenant’s occupancy of the applicable Leased Property shall have fully terminated or (ii) Hazardous Materials first introduced to the Leased Property prior to the Existing Lease Effective Date, except to the extent arising from any deterioration on Hazardous Substance stored, released, spilled, discharged, leaked, emitted, injected, escaped or after the Existing Lease Effective Date in any condition existing prior to the April 30dumped in, 1998. “Hazardous Materials” means any substance the presence of which poses a hazard to the health or safety of persons on or about the Leased Property after the Commencement Date (i) by Tenant or which requires removal its employees, agents, invitees or remediation sublessees or (ii) by unassociated third parties, if prevention of the release was within Tenant’s control and before the Termination Date. Except as otherwise provided in this Agreement, Tenant’s obligations under this Section shall survive the expiration or earlier termination of this Agreement. Notwithstanding the foregoing, in no event shall Tenant be liable for, and the Port shall defend (with counsel reasonably acceptable to Tenant and the Port’s insurer), indemnify and hold Tenant free and harmless from any Environmental Lawand all claims, causes of action, regulatory demands, liabilities, fines, penalties, losses, and expenses, including without limitation, any substance which is toxic, explosive, flammable, radioactivelimitation investigation and cleanup, or other remedial costs (and including attorneys’ fees, costs and all other reasonable litigation expenses when incurred and whether incurred in defense of actual litigation or in reasonable anticipation of litigation), arising from Pre-existing Hazardous Substances or the migration of any Hazardous Substance onto the Premises from other properties owned by the Port or otherwise hazardous caused by the Port or is included within its agents, consultants or employees. In addition, if Tenant disposes of any Pre-existing Hazardous Substances or Hazardous Substances that have migrated onto the meaning of “hazardous substance”Premises from other properties owned by the Port, “hazardous waste”the Port shall sign generator slips, “toxic substance”as requested by Tenant, with respect to any such Pre-existing Hazardous Substances or “pollutant” as defined in any Environmental LawHazardous Substances. At any time during The Port's obligations under this Section shall survive the Term expiration or earlier termination of this Lease, Lessor may require one or more environmental audits of the Leased Properties, in such form, scope and substance as specified by Lessor, at Tenant’s expense. Tenant shall, within thirty (30) days after receipt of an invoice from Lessor, reimburse Lessor for all costs and expenses incurred in reviewing any environmental audit, including, without limitation, reasonable attorneys’ fees and costsAgreement.

Environmental Indemnity. Tenant hereby Lessor agrees to indemnify, defend and hold harmless Lessor, any successors to Lessor’s interest in this Lease Lessee and in any Leased Property, and Lessor’s and such successors’ directors, its officers, partners, members, employees and agents harmless from and against any losses, claims, damages (including consequential judgments, damages), penalties, fines, costs, liabilities (including strict liability)sums paid in settlement of claims) or loss of every nature and kind including reasonable attorneys' fees, costs (including cleanup and recovery costs)consultant fees, and expenses expert fees (including expenses of litigation consultants and reasonable attorneys’ feesexperts to be reasonably satisfactory to Lessee) incurred by Lessor or any other indemnitee or assessed against the Leased Property by virtue of any claim or lien by any governmental or quasi-governmental unit, body, or agency, or any third party, for cleanup costs or other costs pursuant to the Comprehensive Environmental Response Compensation and Liability Act of 1980, the Hazardous Materials Transportation Act, the Resource Conservation and Recovery Act, all as amended from time to time, and all state laws and federal and state regulations pursuant to the foregoing (collectively “Environmental Laws”). Tenant’s indemnity shall survive the expiration or any termination of this Lease. Provided, however, Tenant shall have no indemnity obligation with respect to (i) Hazardous Materials first introduced to the Leased Property subsequent to the date that Tenant’s occupancy of the applicable Leased Property shall have fully terminated or (ii) Hazardous Materials first introduced to the Leased Property prior to the Existing Lease Effective Date, except to the extent arising from any deterioration which arise on or after the Existing Lease Effective Date date of execution and delivery hereof, whether before the Term Commencement Date, during or after the Term, from or in connection with any Environmental Conditions (as hereinafter defined) on, over, under, migrating to or from, or emanating from the Leased Premises even though such Environmental Condition(s) may not have been caused by Lessor, its agents, employees, or representatives, unless the Environmental Condition(s) are present as a result of the act or omission of Lessee or now exist. Without limiting the generality of the foregoing, the indemnification provided by this Section 29 shall specifically cover costs incurred in connection with any investigation of site conditions or any cleanup, remedial, removal or restoration work required by any federal, state, or local governmental agency or political subdivision because of the presence or suspected presence of any Environmental Condition in the soil, groundwater or soil vapor on, under, over, migrating to or from, or emanating from, the Leased Premises, unless the toxic, hazardous, or other substances comprising the Environmental Condition are present as a result of the act or omission of Lessee or now exist. Without limiting the generality of any of the foregoing, this indemnification shall also specifically cover costs incurred in connection with: (a) toxic or hazardous substances that migrate, flow, percolate, diffuse, or in any condition existing prior to way move from, onto or under the April 30, 1998. “Hazardous Materials” means any substance Leased Premises after the presence of which poses a hazard to the health execution and delivery hereof; or (b) toxic or safety of persons hazardous substances present on or about under the Leased Property Premises as a result of any discharge, dumping, spilling (accidental or which requires removal or remediation under otherwise), onto the Leased Premises after the execution and delivery hereof by any Environmental Lawperson, including without limitationcorporation, any substance which is toxic, explosive, flammable, radioactivepartnership, or otherwise hazardous entity other than Lessee, its officers, employees or is included within the meaning of “hazardous substance”, “hazardous waste”, “toxic substance”, or “pollutant” as defined in any Environmental Lawagents. At any time during the Term For purposes of this Lease, Lessor may require one or more environmental audits "Environmental Conditions" shall refer to any conditions of the Leased Propertiesair, in such formland, scope or water (including surface water, groundwater, fresh water, and substance as specified by Lessortidal water) which are or which become the subject of protection, at Tenant’s expense. Tenant shallregulation, within thirty (30) days after receipt of an invoice from Lessoror control under any federal, reimburse Lessor for all costs and expenses incurred in reviewing any environmental auditstate, or local statute, regulation, ordinance, order, or decree relating to health, safety, or the environment, including, without limitation, reasonable attorneys’ fees and coststhe discharge or release of hazardous wastes, hazardous materials, solid or liquid wastes, contaminants, pollutants, or toxic substances, as such terms may be defined under any such federal, state, or local statute, regulation, ordinance, order, or decree. The provisions of this Section shall survive the expiration or earlier termination of this Lease.

Environmental Indemnity. Tenant hereby agrees (i) Lessee shall keep and maintain the Premises in compliance with, and shall not cause or permit the Premises to hold harmless be in violation of, applicable environmental laws (below defined). Lessor shall have the right, at all reasonable times, to inspect the Premises to confirm Lessee's compliance with the foregoing. (ii) Lessee will promptly notify Lessor of any changes in the Lessee's operations and shall likewise promptly notify Lessor upon Lessee's receipt of any warning, notices, notices of violations, lawsuits or the like received by Lessee from any governmental or similar agency relating to lawsuits filed by third parities relating to environmental impacts and/or releases of hazardous materials, hazardous wastes, hazardous substances or substances having a negative environmental impact on the Premises, or the discovery of any occurrence or condition on any real property adjoining or in the vicinity of the Premises of which Lessee becomes aware which might cause the Premises or any portion thereof to be in violation of any environmental law or subject to any restriction on ownership, occupancy, transferability or use under any environmental law. (i) If any investigation, site monitoring, containment, cleanup, removal, restoration or other remedial work of any kind or nature (collectively, the "Remedial Work") is required reasonably necessary or desirable under any applicable environmental law because of or in connection with the current or future presence, suspected presence, release or suspected release of a hazardous substance into the air, soil, ground water, surface water, or soil vapor on, under or about the Premises or any portion thereof, Lessee shall promptly commence and diligently prosecute to completion all such Remedial Work. In all events, such Remedial Work shall be commenced within twenty (20) days after any demand therefor by lessor, or such shorter period as may be required under any applicable environmental law. (ii) All Remedial Work shall be performed by contractors, and under the supervision of an independent consulting engineer, each approved in advance by Lessor. All costs and expenses of such Remedial Work and Lessor's monitoring or review of such Remedial Work (including reasonable attorneys fees) shall be paid by Lessee. If Lessee does not timely commence and diligently prosecute to completion the Remedial Work, Lessor may (but shall not be obligated to) cause such Remedial Work to be performed, and all costs and expenses thereof (including reasonable attorneys fees) shall be considered as rental and shall, together with interest thereon, be paid by Lessee to Lessor immediately upon demand. (iii) Except with Lessor's prior consent, Lessee shall not commence any successors Remedial Work (unless required to be immediately commenced by governmental authorities and after immediate notice thereof to Lessor’s interest ) or enter into any settlement agreement, consent decree or other compromise relating to any hazardous substances or environmental laws which might, in this Lease and in Lessor's sole judgment, impair the value of Lessor's security hereunder. Lessor's prior consent shall not be required, however, if the presence or threatened presence of hazardous substances on, under or about the Premises poses an immediate threat to the health, safety or welfare of any Leased Propertyperson or is of such a nature that an immediate remedial response is necessary, and it is not possible to obtain Lessor’s 's prior consent. In such event, Lessee shall notify Lessor as soon as practicable of any action taken. (c) Lessee shall provide annual certifications to Lessor that it is in compliance with the environmentally related restrictions of this Lease. (d) Lessee shall protect, indemnify and such successors’ hold Lessor and Lessor's directors, officers, partnersemployees, membersagents, employees successors and agents assigns harmless from and against any lossesand all loss, claimsdamage, damages cost, expense and liability (including reasonable attorneys fees) directly or indirectly arising out of or attributable to the installation, use, generation, manufacture, production, storage, release, threatened release, discharge, disposal or presence of a hazardous substance on, under or about the Premises or any portion thereof including (i) all foreseeable consequential damages), penalties(ii) the costs of any required or necessary repair, fines, liabilities (including strict liability), costs (including cleanup and recovery costs)or detoxification, and expenses (including expenses iii) the costs of litigation the preparation and reasonable attorneys’ fees) incurred by Lessor or any other indemnitee or assessed against the Leased Property by virtue implementation of any claim or lien by any governmental or quasi-governmental unitclosure, body, or agency, or any third party, for cleanup costs remedial or other costs pursuant to the Comprehensive Environmental Response Compensation and Liability Act of 1980, the Hazardous Materials Transportation Act, the Resource Conservation and Recovery Act, all as amended from time to time, and all state laws and federal and state regulations pursuant to the foregoing (collectively “Environmental Laws”)required plans. Tenant’s This indemnity shall survive the expiration termination or any termination other ending of this Lease. Provided, however, Tenant shall have no indemnity obligation with respect to (i) Hazardous Materials first introduced Notwithstanding anything herein to the Leased Property subsequent contrary, the liability of Lessee for the indemnity in this paragraph shall be limited to environmental matters which arise, regardless of how caused, after the date that Tenant’s occupancy of the applicable Leased Property shall have fully terminated or (ii) Hazardous Materials first introduced to the Leased Property Effective Date hereof and prior to the Existing latter of the termination of this Lease Effective Date, except to or the extent arising from any deterioration on or after discovery of Lessee's noncompliance with the Existing Lease Effective Date in any condition existing prior to the April 30, 1998. “Hazardous Materials” means any substance the presence terms of which poses a hazard to the health or safety of persons on or about the Leased Property or which requires removal or remediation under any Environmental Law, including without limitation, any substance which is toxic, explosive, flammable, radioactive, or otherwise hazardous or is included within the meaning of “hazardous substance”, “hazardous waste”, “toxic substance”, or “pollutant” as defined in any Environmental Law. At any time during the Term this Section. (e) Notwithstanding other provisions of this Lease, Lessor may require one or more environmental audits shall have the right to terminate the Lease for Lessee's failure to comply with the environmentally related provisions hereof, ten days following delivery of the Leased Properties, in such form, scope and substance as specified notice by Lessor, at Tenant’s expense. Tenant shall, within thirty (30) days after receipt of an invoice from Lessor, reimburse Lessor for all costs and expenses incurred in reviewing any environmental audit, including, without limitation, reasonable attorneys’ fees and coststo Lessee thereof.

Environmental Indemnity. Tenant hereby (a) Each of the Shareholders jointly and severally agrees to indemnify and hold harmless LessorFYI, any successors to Lessor’s interest in this Lease Newco and in any Leased Propertythe Surviving Corporation, and Lessor’s and such successors’ their respective directors, officers, partnersemployees, membersrepresentatives, employees agents and agents attorneys from, against and in respect of any and all Environmental Costs (as defined below), arising in any manner in connection with: (i) the presence at or on any property now or formerly owned, operated or leased by the Company at the time of the Company's operation or lease thereof of any Hazardous Substances or the release, leak, discharge, spill, disposal, migration or emission of Hazardous Substances from and any such property at the time of the Company's operation or lease thereof; (ii) the failure of the Company to comply with any applicable Environmental Requirements prior to the Closing Date; or (iii) the transportation to, disposal at, or migration onto or into adjacent property or any off-site location of any Hazardous Substances from property now or -42- 50 formerly owned, operated or leased by the Company at the time of the Company's operation or lease thereof, whether or not the transportation or disposal was conducted in full compliance with Environmental Requirements. (b) The obligations of this Section 10.2 shall include the obligation to defend the Indemnified Parties (as defined below) against any lossesclaim or demand for Environmental Costs, claimsthe obligation to pay and discharge any Environmental Costs imposed on Indemnified Parties, damages (including consequential damages)and the obligation to reimburse Indemnified Parties for any Environmental Costs incurred or suffered, penalties, fines, liabilities (including strict liability), provided in each instance that the claim for Environmental Costs arises in connection with a matter for which Indemnified Parties are entitled to indemnification under this Agreement. The obligation to reimburse the Indemnified Parties shall also include the costs (including cleanup and recovery costs), and expenses (including expenses of litigation and reasonable attorneys’ fees) incurred by Lessor or any other indemnitee or assessed against the Leased Property by virtue of any claim or lien by any governmental or quasi-governmental unit, body, or agency, or any third party, for cleanup costs or other costs pursuant to the Comprehensive Environmental Response Compensation and Liability Act of 1980, the Hazardous Materials Transportation Act, the Resource Conservation and Recovery Act, all as amended from time to time, and all state laws and federal and state regulations pursuant to the foregoing (collectively “Environmental Laws”). Tenant’s indemnity shall survive the expiration or any termination of this Lease. Provided, however, Tenant shall have no indemnity obligation with respect to (i) Hazardous Materials first introduced to the Leased Property subsequent to the date that Tenant’s occupancy of the applicable Leased Property shall have fully terminated or (ii) Hazardous Materials first introduced to the Leased Property prior to the Existing Lease Effective Date, except to the extent arising from any deterioration on or after the Existing Lease Effective Date in any condition existing prior to the April 30, 1998. “Hazardous Materials” means any substance the presence of which poses a hazard to the health or safety of persons on or about the Leased Property or which requires removal or remediation under any Environmental Law, including without limitation, any substance which is toxic, explosive, flammable, radioactive, or otherwise hazardous or is included within the meaning of “hazardous substance”, “hazardous waste”, “toxic substance”, or “pollutant” as defined in any Environmental Law. At any time during the Term of this Lease, Lessor may require one or more environmental audits of the Leased Properties, in such form, scope and substance as specified by Lessor, at Tenant’s expense. Tenant shall, within thirty (30) days after receipt of an invoice from Lessor, reimburse Lessor for all costs and expenses incurred in reviewing any environmental audit, including, without limitation, reasonable attorneys’ fees ' fees) to establish or enforce the rights of FYI, Newco and coststhe Surviving Corporation or such other persons to indemnification hereunder.

Environmental Indemnity. Tenant hereby Lessor agrees to indemnify, defend and hold harmless Lessor, any successors to Lessor’s interest in this Lease Lessee and in any Leased Property, and Lessor’s and such successors’ directors, its officers, partners, members, employees and agents harmless from and against any losses, claims, damages (including consequential judgments, damages), penalties, fines, costs, liabilities (including strict liability)sums paid in settlement of claims) or loss of every nature and kind including reasonable attorneys' fees, costs (including cleanup and recovery costs)consultant fees, and expenses expert fees (including expenses of litigation consultants and reasonable attorneys’ feesexperts to be reasonably satisfactory to Lessee) incurred by Lessor or any other indemnitee or assessed against the Leased Property by virtue of any claim or lien by any governmental or quasi-governmental unit, body, or agency, or any third party, for cleanup costs or other costs pursuant to the Comprehensive Environmental Response Compensation and Liability Act of 1980, the Hazardous Materials Transportation Act, the Resource Conservation and Recovery Act, all as amended from time to time, and all state laws and federal and state regulations pursuant to the foregoing (collectively “Environmental Laws”). Tenant’s indemnity shall survive the expiration or any termination of this Lease. Provided, however, Tenant shall have no indemnity obligation with respect to (i) Hazardous Materials first introduced to the Leased Property subsequent to the date that Tenant’s occupancy of the applicable Leased Property shall have fully terminated or (ii) Hazardous Materials first introduced to the Leased Property prior to the Existing Lease Effective Date, except to the extent arising from any deterioration which arise on or after the Existing Lease Effective Date date of execution and delivery hereof, whether before the Term Commencement Date, during or after the Term, from or in connection with any Environmental Conditions (as hereinafter defined) on, over, under, migrating to or from, or emanating from the Leased Premises even though such Environmental Condition(s) may not have been caused by Lessor, its agents, employees, or representatives, unless the Environmental Condition(s) are present as a result of the act or omission of Lessee or now exist. Without limiting the generality of the foregoing, the indemnification provided by this Section 22 shall specifically cover costs incurred in connection with any investigation of site conditions or any cleanup, remedial, removal or restoration work required by any federal, state, or local governmental agency or political subdivision because of the presence or suspected presence of any Environmental Condition in the soil, groundwater or soil vapor on, under, over, migrating to or from, or emanating from, the Leased Premises, unless the toxic, hazardous, or other substances comprising the Environmental Condition are present as a result of the act or omission of Lessee or now exist. Without limiting the generality of any of the foregoing, this indemnification shall also specifically cover costs incurred in connection with: (a) toxic or hazardous substances that migrate, flow, percolate, diffuse, or in any condition existing prior to way move from, onto or under the April 30, 1998. “Hazardous Materials” means any substance Leased Premises after the presence of which poses a hazard to the health execution and delivery hereof; or (b) toxic or safety of persons hazardous substances present on or about under the Leased Property Premises as a result of any discharge, dumping, spilling (accidental or which requires removal or remediation under otherwise), onto the Leased Premises after the execution and delivery hereof by any Environmental Lawperson, including without limitationcorporation, any substance which is toxic, explosive, flammable, radioactivepartnership, or otherwise hazardous entity other than Lessee, its officers, employees or is included within the meaning of “hazardous substance”, “hazardous waste”, “toxic substance”, or “pollutant” as defined in any Environmental Lawagents. At any time during the Term For purposes of this Lease, Lessor may require one or more environmental audits "Environmental Conditions" shall refer to any conditions of the Leased Propertiesair, in such formland, scope or water (including surface water, groundwater, fresh water, and substance as specified by Lessortidal water) which are or which become the subject of protection, at Tenant’s expense. Tenant shallregulation, within thirty (30) days after receipt of an invoice from Lessoror control under any federal, reimburse Lessor for all costs and expenses incurred in reviewing any environmental auditstate, or local statute, regulation, ordinance, order, or decree relating to health, safety, or the environment, including, without limitation, reasonable attorneys’ fees and coststhe discharge or release of hazardous wastes, hazardous materials, solid or liquid wastes, contaminants, pollutants, or toxic substances, as such terms may be defined under any such federal, state, or local statute, regulation, ordinance, order, or decree. The provisions of this Section shall survive the expiration or earlier termination of this Lease.

Environmental Indemnity. Tenant hereby agrees to hold ----------------------- harmless Lessor, any successors to Lessor’s 's interest in this Lease and in any Leased Property, and Lessor’s 's and such successors’ ' directors, officers, partners, members, employees and agents from and against any losses, claims, damages (including consequential damages), penalties, fines, liabilities (including strict liability), costs (including cleanup and recovery costs), and expenses (including expenses of litigation and reasonable attorneys’ ' fees) incurred by Lessor or any other indemnitee or assessed against the Leased Property by virtue of any claim or lien by any governmental or quasi-quasi- governmental unit, body, or agency, or any third party, for cleanup costs or other costs pursuant to the Comprehensive Environmental Response Compensation and Liability Act of 1980, the Hazardous Materials Transportation Act, the Resource Conservation and Recovery Act, all as amended from time to time, and all state laws and federal and state regulations pursuant to the foregoing (collectively “"Environmental Laws”"). Tenant’s 's indemnity shall survive the ------------------ expiration or any termination of this Lease. Provided, however, Tenant shall -------- ------- have no indemnity obligation with respect to (i) Hazardous Materials first introduced to the Leased Property subsequent to the date that Tenant’s 's occupancy of the applicable Leased Property shall have fully terminated or (ii) Hazardous Materials first introduced to the Leased Property prior to the Existing Lease Effective Datedate hereof, except to the extent arising from any deterioration on or after the Existing Lease Effective Date date hereof in any condition existing prior to the April 30, 1998. “"Hazardous Materials” " means any substance the presence of which poses a hazard to the health or safety of persons on or about the Leased Property or which requires removal or remediation under any Environmental Law, including without limitation, any substance which is toxic, explosive, flammable, radioactive, or otherwise hazardous or is included within the meaning of “"hazardous substance”", “"hazardous waste”", “"toxic substance”", or “"pollutant” " as defined in any Environmental Law. At any time during the Term of this Lease, Lessor may require one or more environmental audits of the Leased Properties, in such form, scope and substance as specified by Lessor, at Tenant’s 's expense. Tenant shall, within thirty (30) days 116 after receipt of an invoice from Lessor, reimburse Lessor for all costs and expenses incurred in reviewing any environmental audit, including, including without limitation, reasonable attorneys’ ' fees and costs.

Environmental Indemnity. Tenant hereby agrees to Landlord will indemnify, defend, hold harmless Lessorand reimburse Tenant and Txxxxx’s trustees, any successors to Lessor’s interest in this Lease and in any Leased Propertymembers, and Lessor’s and such successors’ directorsprincipals, beneficiaries, partners, officers, partners, membersdirectors, employees and agents (Tenant and such other entities collectively are, for purposes of this Section 7, the “Tenant Related Parties”) from and against any losses, claims, damages (including consequential damages), penalties, fines, liabilities (including strict liability), and all fines and reasonable direct remedial costs (including cleanup and recovery costs), and expenses (including reasonable legal expenses of litigation and reasonable attorneysconsultants’ fees) incurred (collectively, for purposes of this Section 7, “Costs”) that Tenant may incur due to a clean-up, abatement, removal, or other remedial response required of Tenant by Lessor an appropriate governmental authority resulting from or caused by the introduction, production, use, generation, storage, treatment, disposal, discharge, release or other handling or disposition of any Hazardous Materials in or about the Premises, Building, Property and/or Project. However, this indemnity provision will not apply to any Costs (a) caused by the negligence or intentional misconduct of Tenant or any other indemnitee Tenant Related Parties or assessed against the Leased Property by virtue contractors or invitees of any claim Tenant or lien by any governmental or quasi-governmental unit, bodythe Tenant Related Parties, or agency, or any third party, for cleanup costs or other costs pursuant (b) to the Comprehensive Environmental Response Compensation and Liability Act of 1980, the Hazardous Materials Transportation Act, the Resource Conservation and Recovery Act, all as amended extent costs result from time to time, and all state laws and federal and state regulations pursuant to the foregoing (collectively “Environmental Laws”). Tenant’s indemnity shall survive the expiration or any termination of this Lease. Provided, however, Tenant shall have no indemnity obligation with respect to (i) any Hazardous Materials first introduced to to, produced, used, stored, treated, handled or generated at (or disposed, discharged or released at or from) the Leased Premises, Building, Property subsequent to and/or Project by, or disturbed, distributed or exacerbated by, Tenant, any other Tenant Related Parties or the date that Tenant’s occupancy of contractors or the applicable Leased Property shall have fully terminated or invitees thereof, (ii) Hazardous Materials first introduced any default by Tenant of the terms of the Lease and/or (iii) any act of (or to be taken by) Tenant, any other Tenant Related Parties or the Leased contractors or the invitees thereof. In addition, the foregoing indemnity obligation shall not bind any party that acquires Landlord’s interest in the Property prior to the Existing Lease Effective Dateby foreclosure or deed in lieu of foreclosure, except to the extent arising from of any deterioration on or after the Existing Lease Effective Date in Costs incurred as a result of any condition existing prior to the April 30clean-up, 1998. “Hazardous Materials” means any substance the presence of which poses a hazard to the health or safety of persons on or about the Leased Property or which requires removal or remediation under any Environmental Lawabatement, including without limitation, any substance which is toxic, explosive, flammable, radioactiveremoval, or otherwise hazardous other remedial response that such party was required under applicable law to perform, but failed to perform, after such acquisition. Nothing in this Section 7 shall be interpreted as imposing any liability on Landlord for any other costs or is included within the meaning of “hazardous substance”, “hazardous waste”, “toxic substance”, expenses incurred by Tenant or “pollutant” as defined in any Environmental Law. At any time during the Term of this Lease, Lessor may require one or more environmental audits of the Leased Properties, in such form, scope and substance as specified by Lessor, at Tenant’s expense. Tenant shall, within thirty Related Parties (30) days after receipt of an invoice from Lessor, reimburse Lessor for all costs and expenses incurred in reviewing any environmental audit, including, without limitation, reasonable attorneys’ fees lost sales or profits of such parties) relating to the presence of Hazardous Materials at the Premises, Building, Property and/or Project. Irrevocable Standby Letter of Credit No. ______________________ Issuance Date:_____________ Expiration Date:____________ Applicant:__________________ [Insert Name of Landlord] [Insert Building management office address] _____________________________ _____________________________ _____________________________ Ladies/Gentlemen: We hereby establish our Irrevocable Standby Letter of Credit in your favor for the account of the above referenced Applicant in the amount of two hundred fifty thousand U.S. Dollars ($250,000.00) available for payment at sight by your draft drawn on us when accompanied by the following documents: 1. An original copy of this Irrevocable Standby Letter of Credit. 2. Beneficiary’s dated statement purportedly signed by an authorized signatory or agent reading: “This draw in the amount of ______________________ U.S. Dollars ($____________) under your Irrevocable Standby Letter of Credit No. ____________________ represents funds due and costsowing to us pursuant to the terms of that certain lease by and between ______________________, as landlord, and _____________, as tenant, and/or any amendment to the lease or any other agreement between such parties related to the lease.”

Environmental Indemnity. Tenant hereby (a) Each of the Shareholders, jointly and severally, agrees to indemnify and hold harmless LessorFYI, any successors Buyer, each Company of which he or she was a Shareholder immediately prior to Lessor’s interest in this Lease and in any Leased Propertythe Closing, and Lessor’s and such successors’ their respective directors, officers, partnersemployees, membersrepresentatives, employees agents and agents from attorneys from, against and against in respect of any losses, claims, damages and all Environmental Costs (including consequential damagesas defined below), penalties, fines, liabilities (including strict liability), costs (including cleanup and recovery costs), and expenses (including expenses of litigation and reasonable attorneys’ fees) incurred by Lessor or arising in any other indemnitee or assessed against the Leased Property by virtue of any claim or lien by any governmental or quasi-governmental unit, body, or agency, or any third party, for cleanup costs or other costs pursuant to the Comprehensive Environmental Response Compensation and Liability Act of 1980, the Hazardous Materials Transportation Act, the Resource Conservation and Recovery Act, all as amended from time to time, and all state laws and federal and state regulations pursuant to the foregoing (collectively “Environmental Laws”). Tenant’s indemnity shall survive the expiration or any termination of this Lease. Provided, however, Tenant shall have no indemnity obligation with respect to manner in connection with: (i) the presence at or on any Subject Property of any Hazardous Materials first introduced to Substances or the Leased Property subsequent to the date that Tenant’s occupancy release, leak, discharge, spill, disposal, migration or emission of the applicable Leased Property shall have fully terminated or (ii) Hazardous Materials first introduced to the Leased Substances from any such Subject Property prior to the Existing Lease Effective Closing Date, except to ; (ii) the extent arising from any deterioration on failure of each such Company of which he or after the Existing Lease Effective Date in any condition existing she was a Shareholder immediately prior to the April 30, 1998. “Hazardous Materials” means Closing to comply with any substance the presence of which poses a hazard applicable Environmental Requirements prior to the health Closing Date; or safety (iii) the transportation to, disposal at, or migration onto or into adjacent property or any off-site location of persons on any Hazardous Substances from any Subject Property prior to the Closing Date, whether or about not the Leased Property transportation or which requires removal disposal was conducted in full compliance with Environmental Requirements. (b) The obligations of this Section 9.2 shall include the obligation to defend the Indemnified Parties (as defined below) against any claim or remediation under demand for Environmental Costs, the obligation to pay and discharge any Environmental LawCosts imposed on Indemnified Parties, including without limitation, any substance which is toxic, explosive, flammable, radioactive, or otherwise hazardous or is included within and the meaning of “hazardous substance”, “hazardous waste”, “toxic substance”, or “pollutant” as defined in obligation to reimburse Indemnified Parties for any Environmental LawCosts incurred or suffered, provided in each instance that the claim for Environmental Costs arises in connection with a matter for which Indemnified Parties are entitled to indemnification under this Agreement. At any time during The obligation to reimburse the Term of this Lease, Lessor may require one or more environmental audits of Indemnified Parties shall also include the Leased Properties, in such form, scope and substance as specified by Lessor, at Tenant’s expense. Tenant shall, within thirty (30) days after receipt of an invoice from Lessor, reimburse Lessor for all costs and expenses incurred in reviewing any environmental audit, (including, without limitation, reasonable attorneys’ fees and costs' fees) to establish or enforce the rights of FYI, Buyer, each applicable Company or such other persons to indemnification hereunder.

Environmental Indemnity. Tenant hereby 28.1 Lessee shall not use or allow the Demised Premises to be used for the release, storage, use, treatment, disposal or other handling of any hazardous substances, except in compliance with applicable Legal Requirements. Lessee shall comply with all Legal Requirements governing the release, discharge, emission, or disposal of any hazardous substances on the Demised Premises. Lessee covenants and agrees to indemnify, defend and hold Lessor harmless Lessor, any successors to Lessor’s interest in this Lease and in any Leased Property, and Lessor’s and such successors’ directors, officers, partners, members, employees and agents from and against any lossesand all liens, claims, damages (including consequential demands, judgments, damages), penalties, fines, liabilities (including strict liability)costs, costs (including cleanup and recovery costs), and loss or expenses (including expenses of litigation reasonable attorney, consultant and reasonable attorneys’ expert fees) that arise as a result of the presence, suspected presence or discharge of toxic or hazardous substances from, on or in the Demised Premises caused by the actions of Lessee, its agents or employees and first occurring during Lessee’s possession of the Demised Premises. Without limiting the generality of the foregoing, this indemnification by Lessee shall include reasonable costs incurred by Lessor in connection with any site investigation or any other indemnitee remedial, removal or assessed against restoration work required to return the Leased Property by virtue property to a salable condition resulting from the events indemnified against. In any event, as of the Commencement Date, Lessor has no knowledge of any claim toxic or lien by hazardous substances on or in the Demised Premises. 28.2 Lessor shall indemnify, defend and hold Lessee harmless from and against any governmental or quasi-governmental unit, body, or agency, or any third party, for cleanup costs or other costs pursuant to the Comprehensive Environmental Response Compensation and Liability Act of 1980, the Hazardous Materials Transportation Act, the Resource Conservation and Recovery Act, all as amended from time to time, and all state laws liens, claims, demands, judgments, damages, penalties, fines, costs, loss or expenses (including reasonable attorney, consultant and federal and state regulations pursuant to expert fees) that arise as a result of the foregoing (collectively “Environmental Laws”). Tenant’s indemnity shall survive the expiration presence, suspected presence or discharge of toxic or hazardous substances or materials at any termination of this Lease. Provided, however, Tenant shall have no indemnity obligation with respect to time: (i) Hazardous Materials first introduced to from, on, around or in the Leased Property subsequent to the date that Tenant’s occupancy of the applicable Leased Property shall have fully terminated or (ii) Hazardous Materials first introduced to the Leased Property prior to the Existing Lease Effective DateDemised Premises, except to the extent arising from any deterioration on caused by the actions of Lessee, its agents or after employees during Lessee’s possession of the Existing Lease Effective Date in any condition existing prior Demised Premises; or (ii) due to the April 30act or omission of Lessor or its agents, 1998employees, invitees or contractors. “Hazardous Materials” means Without limiting the generality of the foregoing, this indemnification by Lessor shall include reasonable costs incurred in connection with any substance the presence site investigation of which poses a hazard to the health or safety of persons on or about the Leased Property or which requires any remedial, removal or remediation under any Environmental Law, including without limitation, any substance which is toxic, explosive, flammable, radioactiverestoration work resulting from the events indemnified against. 28.3 Lessor represents and warrants that there are, or otherwise hazardous will be, no underground or is included within above ground storage tanks at the meaning Demised Premises on the Commencement Date and the removal of “hazardous substance”, “hazardous waste”, “toxic substance”, or “pollutant” as defined all such tanks was conducted in any Environmental Law. At any time during the Term of this Lease, Lessor may require one or more environmental audits of the Leased Properties, in such form, scope and substance as specified by Lessor, at Tenant’s expense. Tenant shall, within thirty (30) days after receipt of an invoice from Lessor, reimburse Lessor for accordance with all costs and expenses incurred in reviewing any environmental audit, including, without limitation, reasonable attorneys’ fees and costsapplicable Legal Requirements.

Environmental Indemnity. Tenant hereby Without limiting any indemnities provided in this Agreement for other than environmental matters, and except for Excluded Environmental Claims, as hereinafter defined, Xxxxxxx agrees to defend, indemnify and hold the Port free and harmless Lessorfrom any and all claims, any successors to Lessor’s interest in this Lease and in any Leased Propertycauses of action, regulatory demands, liabilities, fines,‌ penalties, losses, and Lessor’s and such successors’ directorsexpenses, officers, partners, members, employees and agents from and against any losses, claims, damages (including consequential damages), penalties, fines, liabilities (including strict liability), without limitation clean-up or other remedial costs (and including cleanup and recovery costs), and expenses (including expenses of litigation and actually incurred reasonable attorneys’ fees) , costs and all other reasonable litigation expenses when incurred by Lessor and whether incurred in defense of actual litigation or in reasonable anticipation of litigation), arising from the existence or discovery of any Hazardous Substance on the Premises or at the Airport, or the Release of any Hazardous Substance from the Premises to other properties or into the surrounding environment or from any other violation of Environmental Law, whether made, commenced or incurred during the Term, or made, commenced or incurred after the expiration or termination of this Agreement, directly attributable to Airline’s actions during the Term or any holdover period. For purposes of this Section 23.7, “Excluded Environmental Claims” shall mean, any claims, causes of action, demands, liabilities, fines, penalties, costs, expenses or any other indemnitee or assessed against the Leased Property by virtue of any claim or lien by any governmental or quasi-governmental unitliabilities, body, or agency, or any third party, for cleanup costs or other costs pursuant to the Comprehensive Environmental Response Compensation and Liability Act of 1980, the Hazardous Materials Transportation Act, the Resource Conservation and Recovery Act, all as amended from time to time, and all state laws and federal and state regulations pursuant to the foregoing (collectively “Environmental Laws”). Tenant’s indemnity shall survive the expiration or any termination of this Lease. Provided, however, Tenant shall have no indemnity obligation with respect to (i) Hazardous Materials first introduced to the Leased Property subsequent to the date that Tenant’s occupancy of the applicable Leased Property shall have fully terminated or (ii) Hazardous Materials first introduced to the Leased Property prior to the Existing Lease Effective Date, except to the extent caused by or arising from any deterioration on or after (A) the Existing Lease Effective Date in any condition existing prior to the April 30, 1998. “migration of Hazardous Materials” means any substance the presence of which poses a hazard to the health or safety of persons on or about the Leased Property or which requires removal or remediation under any Environmental Law, including without limitation, any substance which is toxic, explosive, flammable, radioactive, or otherwise hazardous or is included within the meaning of “hazardous substance”, “hazardous waste”, “toxic substance”, or “pollutant” as defined in any Environmental Law. At any time Substances not first Released during the Term Term; and (B) the movement of this LeaseHazardous Substances first Released outside the Premises onto or under the Premises due to leaching or the flow of groundwater, Lessor may require one or more environmental audits of provided that Airline is not otherwise responsible for the Leased Properties, in such form, scope and substance as specified by Lessor, at Tenant’s expense. Tenant shall, within thirty (30) days after receipt of an invoice from Lessor, reimburse Lessor for all costs and expenses incurred in reviewing any environmental audit, including, without limitation, reasonable attorneys’ fees and costsoff-Premises Release that introduced the migrating Hazardous Substances into the environment.

Environmental Indemnity. Tenant hereby Without limiting any indemnities provided in this Agreement for matters other than environmental matters, except for Excluded Environmental Claims, as hereinafter defined, AIRLINE agrees to defend, indemnify and hold harmless Lessor, any successors to Lessor’s interest in this Lease and in any Leased Property, and Lessor’s and such successors’ directors, officers, partners, members, employees and agents AUTHORITY from and against any losses, and all claims, damages (including consequential damages)causes of action, regulatory demands, liabilities, fines, penalties, fineslosses, liabilities (and expenses, including strict liability), without limitation clean-up or other remedial costs (and including cleanup and recovery costs), and expenses (including expenses of litigation and reasonable attorneys’ fees) , costs and all other reasonable litigation expenses when incurred and whether incurred in defense of actual litigation or in reasonable anticipation of litigation), arising from the Release by Lessor AIRLINE of any Hazardous Substance from the Airline Premises to other properties or into the surrounding environment or from any other violation of Environmental Law by AIRLINE, whether made, commenced or incurred during the Term, or made, commenced or incurred after the expiration or termination of this Agreement, attributable to AIRLINE’s actions during the Term or any holdover period. For purposes of this Section 13.8, “Excluded Environmental Claims” shall mean any claims, causes or action, demands, liabilities, fines, penalties, costs, expenses or any other indemnitee liabilities, to the extent caused by or assessed against arising from (A) the Leased Property by virtue migration or presence of any claim Hazardous Substances Released prior to, during or lien by any governmental after the commencement of the Term that AIRLINE demonstrates is not attributable to AIRLINE or quasiAIRLINE’s activities on the Airline Premises; or (B) the movement of Hazardous Substances onto or under the Airline Premises from other premises due to leaching or the flow of groundwater, provided that AIRLINE is not otherwise responsible for the off-governmental unit, bodyAirline Premises Release that introduced the migrating Hazardous Substances into the environment, or agency(C) the negligence or willful misconduct of AUTHORITY, or any third partyits officials, for cleanup costs or other costs pursuant to the Comprehensive Environmental Response Compensation agents and Liability Act employees. The provisions of 1980, the Hazardous Materials Transportation Act, the Resource Conservation and Recovery Act, all as amended from time to time, and all state laws and federal and state regulations pursuant to the foregoing (collectively “Environmental Laws”). Tenant’s indemnity this Section 13.8 shall survive the expiration expiration, termination or any termination early cancellation of this LeaseAgreement. ProvidedNotwithstanding anything contained in this Article 13, however, Tenant indemnification for matters other than environmental matters shall have no indemnity obligation with respect to (i) Hazardous Materials first introduced to the Leased Property subsequent to the date that Tenant’s occupancy of the applicable Leased Property shall have fully terminated or (ii) Hazardous Materials first introduced to the Leased Property prior to the Existing Lease Effective Date, except to the extent arising from any deterioration on or after the Existing Lease Effective Date in any condition existing prior to the April 30, 1998. “Hazardous Materials” means any substance the presence of which poses a hazard to the health or safety of persons on or about the Leased Property or which requires removal or remediation under any Environmental Law, including without limitation, any substance which is toxic, explosive, flammable, radioactive, or otherwise hazardous or is included within the meaning of “hazardous substance”, “hazardous waste”, “toxic substance”, or “pollutant” as defined in any Environmental Law. At any time during the Term of this Lease, Lessor may require one or more environmental audits of the Leased Properties, in such form, scope and substance as specified be governed by Lessor, at Tenant’s expense. Tenant shall, within thirty (30) days after receipt of an invoice from Lessor, reimburse Lessor for all costs and expenses incurred in reviewing any environmental audit, including, without limitation, reasonable attorneys’ fees and costsSection 12.1.

Environmental Indemnity. Tenant hereby agrees shall protect, indemnify, defend (with counsel satisfactory to Landlord) and hold harmless Lessor, any successors to Lessor’s interest in this Lease Landlord and in any Leased Property, and Lessor’s and such successors’ its directors, officers, partners, membersemployees, employees agents, lenders, and agents ground lessees, if any, and their respective successors and assigns for, from and against any and all losses, damages, claims, damages (including consequential damages)costs, expenses, penalties, finesfines and liabilities of any kind (including, liabilities (including strict liability)without limitation, costs (including cleanup the cost of any investigation, remediation and recovery costs)cleanup, and expenses (including expenses of litigation and reasonable attorneys’ ' fees) incurred by Lessor or any other indemnitee or assessed against the Leased Property by virtue of any claim or lien by any governmental or quasi-governmental unitwhich, bodyin Landlord's reasonable opinion, or agency, or any third party, for cleanup costs or other costs pursuant to the Comprehensive Environmental Response Compensation and Liability Act of 1980, the Hazardous Materials Transportation Act, the Resource Conservation and Recovery Act, all as amended from time to time, and all state laws and federal and state regulations pursuant to the foregoing (collectively “Environmental Laws”). Tenant’s indemnity shall survive the expiration or any termination of this Lease. Provided, however, Tenant shall have no indemnity obligation with respect are attributable to (i) Hazardous Materials first introduced to any Environmental Activity on the Leased Property subsequent to the date that Tenant’s occupancy of the applicable Leased Property shall have fully terminated or (ii) Hazardous Materials first introduced to the Leased Property prior to the Existing Lease Effective Date, except to the extent arising from any deterioration on or after the Existing Lease Effective Date in any condition existing prior to the April 30, 1998. “Hazardous Materials” means any substance the presence of which poses a hazard to the health or safety of persons on or about the Leased Property or which requires removal Project or remediation under any Environmental Law, including without limitation, any substance which is toxic, explosive, flammable, radioactive, in the Building or otherwise hazardous Premises undertaken or is included within committed by Tenant or Tenant's Agents or caused by the meaning negligence of “hazardous substance”, “hazardous waste”, “toxic substance”, or “pollutant” as defined in any Environmental Law. At any time such persons during the Term of this Lease, Lessor (ii) any remedial or clean-up work undertaken by or for Tenant in connection with Tenant's Environmental Activities or Tenant's compliance with Environmental Laws, or (iii) the breach by Tenant of any of its obligations and covenants set forth in this paragraph 19. Landlord shall have the right but not the obligation to join and participate in, and control, if it so elects, any legal proceedings initiated in connection with the Environmental Activities of Tenant or Tenant's Agents. Landlord may require one also negotiate, defend, approve and appeal any action taken or more environmental audits issued by any applicable governmental authority with regard to contamination of the Leased Properties, in such form, scope and substance as specified Premises or any portion of the Property or Project by Lessor, at Tenant’s expensea Hazardous Material. Tenant shall, within thirty (30) days after receipt of an invoice from Lessor, reimburse Lessor for all Any costs and or expenses incurred in reviewing any environmental auditby Landlord for which Tenant is responsible under this paragraph 19 or for which Tenant has indemnified Landlord shall be reimbursed by Tenant on demand, includingas additional rent and with interest thereon, without limitation, reasonable attorneys’ fees and costsas provided by subparagraph 17(d) of this Lease. This indemnity shall survive the termination of this Lease.

Environmental Indemnity. Tenant hereby agrees to hold harmless ------------------------ Lessor, any successors to Lessor’s 's interest in this Lease and in any Leased Property, and Lessor’s 's and such successors’ ' directors, officers, partners, members, employees and agents from and against any losses, claims, damages (including consequential damages), penalties, fines, liabilities (including strict liability), costs (including cleanup and recovery costs), and expenses (including expenses of litigation and reasonable attorneys’ ' fees) incurred by Lessor or any other indemnitee or assessed against the Leased Property by virtue of any claim or lien by any governmental or quasi-governmental unit, body, or agency, or any third party, for cleanup costs or other costs pursuant to the Comprehensive Environmental Response Compensation and Liability Act of 1980, the Hazardous Materials Transportation Act, the Resource Conservation and Recovery Act, all as amended from time to time, and all state laws and federal and state regulations pursuant to the foregoing (collectively “"Environmental Laws”"). ------------------ Tenant’s 's indemnity shall survive the expiration or any termination of this Lease. Provided, however, Tenant shall have no indemnity obligation with respect ----------------- to (i) Hazardous Materials first introduced to the Leased Property subsequent to the date that Tenant’s 's occupancy of the applicable Leased Property shall have fully terminated or (ii) Hazardous Materials first introduced to the Leased Property prior to the Existing Lease Effective DateApril 30, 1998, except to the extent arising from any deterioration on or after the Existing Lease Effective Date April 30, 1998 in any condition existing prior to the April 30, 1998. “"Hazardous Materials” " means any substance the presence of which ------------------- poses a hazard to the health or safety of persons on or about the Leased Property or which requires removal or remediation under any Environmental Law, including without limitation, any substance which is toxic, explosive, flammable, radioactive, or otherwise hazardous or is included within the meaning of “"hazardous substance”", “"hazardous waste”", “"toxic substance”", or “"pollutant” " as defined in any Environmental Law. At any time during the Term of this Lease, Lessor may require one or more environmental audits of the Leased Properties, in such form, scope and substance as specified by Lessor, at Tenant’s 's expense. Tenant shall, within thirty (30) days after receipt of an invoice from Lessor, reimburse Lessor for all costs and expenses incurred in reviewing any environmental audit, including, including without limitation, reasonable attorneys’ ' fees and costs.

Environmental Indemnity. Tenant hereby agrees to hold harmless LessorLandlord, any successors to Lessor’s interest their respective interests in this Lease and in any Leased PropertyLease, and Lessor’s and such successors’ the respective directors, officers, partners, members, employees and agents of any of the foregoing from and against any losses, claims, damages (including consequential damages), penalties, fines, liabilities (including strict liability), costs (including cleanup and recovery costs), and expenses (including reasonable expenses of litigation and reasonable attorneys’ fees) incurred by Lessor or any other indemnitee Landlord or assessed against the Leased Property Premises by virtue of any claim or lien by any governmental or quasi-governmental unit, body, or agency, or any third party, for any environmental cleanup costs or other costs (including, without limitation, costs of investigation, remediation, monitoring, closure and post-closure obligations) pursuant to the Comprehensive any Environmental Response Compensation and Liability Act of 1980, the Hazardous Materials Transportation Act, the Resource Conservation and Recovery Act, all as amended from time to time, and all state laws and federal and state regulations pursuant Laws (an "Environmental Event") to the foregoing (collectively “Environmental Laws”)extent arising out of any action by Tenant, its agents, employees or invitees or any third party under the direction or control of Tenant in, on, under, about or affecting the Premises during the term of this Lease. Tenant’s indemnity obligation shall survive the expiration or any termination of this Lease. Provided, provided, however, Tenant shall have no indemnity obligation with respect to (i) Hazardous Materials first introduced to Premises prior to the Leased Property commencement of Tenant’s occupancy of the Premises or subsequent to the date that Tenant’s occupancy of the applicable Leased Property Premises shall have fully terminated or (ii) Hazardous Materials first introduced to the Leased Property prior Premises by Landlord, its successors, assigns or invitees or any third party under the direction or control of Landlord. For the avoidance of doubt, any references to repair in this Lease shall not refer to the Existing Lease Effective Daterepair, except maintenance, investigation, remediation or monitoring of any preexisting environmental conditions on the Premises which obligations, if any, shall remain the responsibility of the Landlord. Notwithstanding anything to the extent arising from any deterioration on or contrary contained herein, if Landlord first delivers notice of an Environmental Event to Tenant after the Existing Lease Effective Date in any condition existing prior to the April 30, 1998. “Hazardous Materials” means any substance the presence of which poses a hazard to the health or safety of persons on or about the Leased Property or which requires removal or remediation under any Environmental Law, including without limitation, any substance which is toxic, explosive, flammable, radioactive, or otherwise hazardous or is included within the meaning of “hazardous substance”, “hazardous waste”, “toxic substance”, or “pollutant” as defined in any Environmental Law. At any time during the Term termination of this Lease, Lessor may require one or more environmental audits of the Leased Properties, then Tenant's liability in connection with such form, scope and substance as specified by Lessor, at Tenant’s expense. Tenant Environmental Event shall, within thirty (30) days together with any other such Environmental Event for which notice shall first have been delivered after receipt termination of this Lease, be limited to an invoice from Lessor, reimburse Lessor for all costs and expenses incurred in reviewing any environmental audit, including, without limitation, reasonable attorneys’ fees and costsamount equal to the aggregate rent payable by Tenant during the term of this Lease.

Environmental Indemnity. Tenant hereby agrees to hold harmless ----------------------- Lessor, any successors to Lessor’s 's interest in this Lease and in any Leased Property, and Lessor’s 's and such successors’ ' directors, officers, partners, members, employees and agents from and against any losses, claims, damages (including consequential damages), penalties, fines, liabilities (including strict liability), costs (including cleanup and recovery costs), and expenses (including expenses of litigation and reasonable attorneys’ ' fees) incurred by Lessor or any other indemnitee or assessed against the Leased Property by virtue of any claim or lien by any governmental or quasi-governmental unit, body, or agency, or any third party, for cleanup costs or other costs pursuant to the Comprehensive Environmental Response Compensation and Liability Act of 1980, the Hazardous Materials Transportation Act, the Resource Conservation and Recovery Act, all as amended from time to time, and all state laws and federal and state regulations pursuant to the foregoing (collectively “"Environmental Laws”"). ------------------ Tenant’s 's indemnity shall survive the expiration or any termination of this Lease. Provided, however, Tenant shall have no indemnity obligation with respect -------- ------- to (i) Hazardous Materials first introduced to the Leased Property subsequent to the date that Tenant’s 's occupancy of the applicable Leased Property shall have fully terminated or (ii) Hazardous Materials first introduced to the Leased Property prior to the Existing Lease Effective DateApril 30, 1998, except to the extent arising from any deterioration on or after the Existing Lease Effective Date April 30, 1998 in any condition existing prior to the April 30, 1998. “"Hazardous Materials” " means any substance the presence of which -------------------- poses a hazard to the health or safety of persons on or about the Leased Property or which requires removal or remediation under any Environmental Law, including without limitation, any substance which is toxic, explosive, flammable, radioactive, or otherwise hazardous or is included within the meaning of “"hazardous substance”", “"hazardous waste”", “"toxic substance”", or “"pollutant” " as defined in any Environmental Law. At any time during the Term of this Lease, Lessor may require one or more environmental audits of the Leased Properties, in such form, scope and substance as specified by Lessor, at Tenant’s 's expense. Tenant shall, within thirty (30) days after receipt of an invoice from Lessor, reimburse Lessor for all costs and expenses incurred in reviewing any environmental audit, including, including without limitation, reasonable attorneys’ ' fees and costs.

Environmental Indemnity. (a) Tenant hereby agrees unconditionally, absolutely and irrevocably, to indemnify, defend and hold harmless Lessor, any successors to Lessor’s interest in this Lease each Landlord and in any Leased Property, and Lessor’s and such successors’ directors, officers, partners, members, employees and agents Indenture Trustee Indemnitee from and against any losses, claims, damages (including consequential damages), penalties, fines, liabilities (including strict liability), costs (including cleanup and recovery costs), and expenses (including expenses of litigation and reasonable attorneys’ fees) incurred by Lessor Costs which at any time or any other indemnitee or assessed against the Leased Property by virtue of any claim or lien by any governmental or quasi-governmental unit, body, or agency, or any third party, for cleanup costs or other costs pursuant to the Comprehensive Environmental Response Compensation and Liability Act of 1980, the Hazardous Materials Transportation Act, the Resource Conservation and Recovery Act, all as amended from time to timetime may be claimed, and all state laws and federal and state regulations pursuant suffered or incurred in connection with any Environmental Claim, the violation of any Requirements of Environmental Law, the breach of any representation or warranty of Tenant set forth herein or the failure of Tenant to perform any obligation herein required to be performed by Tenant, in each case occurring prior to the foregoing expiration or termination of this Lease. Such indemnification obligations are herein called the "ENVIRONMENTAL INDEMNIFICATIONS." (collectively “Environmental Laws”). Tenant’s indemnity b) The provisions of and undertakings and indemnifications set out in this Article shall survive the expiration or any termination of this Lease and shall thereafter continue to be the personal liability, obligation and indemnification of Tenant, binding upon Tenant. (c) Tenant's liability under the indemnification provisions contained in this Article shall accrue upon the earlier of an Environmental Claim being asserted against any Landlord and Indenture Trustee Indemnitee or upon a Landlord and Indenture Trustee Indemnitee's receipt of notice or acquiring knowledge of any of the events specified in SECTION 3(a). In no event shall any Landlord and Indenture Trustee Indemnitee be required to make any expenditure or bring any cause of action to enforce Tenant's obligations and liability under and pursuant to the indemnifications set forth in this Article. In addition, actual threatened action by governmental authority is not a condition or prerequisite to Tenant's obligations under this Lease. Within five (5) days after notification from Landlord supported by reasonable documentation setting forth the nature of the Environmental Claim, Tenant, at no cost or expense to Landlord and Indenture Trustee Indemnitees, shall diligently commence resolution of the Environmental Claim in a manner reasonably acceptable to Landlord and shall diligently and timely prosecute such resolution to completion. Provided, however, Tenant shall have no indemnity obligation with respect to those claims that may be satisfied by payment of a liquidated sum of money, Tenant shall promptly pay the amount so claimed (to the extent supported by reasonable documentation). If Remediation is required, the provisions of SECTION 2(d) shall control and if litigation or any administrative proceeding is commenced the provisions of SECTION 3(h) shall control. (d) TENANT SHALL INDEMNIFY THE LANDLORD AND INDENTURE TRUSTEE INDEMNITEES REGARDLESS OF WHETHER THE ACT, OMISSION, FACTS, CIRCUMSTANCES OR CONDITIONS GIVING RISE TO SUCH INDEMNIFICATION WERE CAUSED IN WHOLE OR IN PART BY LANDLORD'S OR INDENTURE TRUSTEE'S (OR ANY LANDLORD AND INDENTURE TRUSTEE INDEMNITEE'S) SIMPLE (BUT NOT GROSS) NEGLIGENCE. (e) Notwithstanding any provision contained to the contrary in this Lease, Tenant shall bear the burden of proof by preponderance of the evidence that the indemnification contained in this Article is inapplicable to any claim or assertion made hereunder. (f) The provisions of this Article shall govern and control over any inconsistent provision of this Lease. (g) If at any time any Landlord and Indenture Trustee Indemnitee employs counsel for advice or other representation (i) Hazardous Materials first introduced with respect to this Article; (ii) except as otherwise expressly provided herein, to represent any such Landlord and Indenture Trustee Indemnitee in any litigation, contest, dispute, suit or proceeding (whether instituted by a Landlord and Indenture Trustee Indemnitee, Tenant or any other party) in any way or respect relating to this Article; (iii) to evaluate the Leased Property subsequent existence of an Environmental Claim hereunder; (iv) to defend an Environmental Claim or (v) to enforce Tenant's obligations hereunder, then and in any of such events, all of such Landlord and Indenture Trustee Indemnitee's reasonable attorneys' fees and expenses arising from such services and all other reasonable expenses, costs and charges in any way or respect arising in connection therewith or relating thereto shall be paid by Tenant to Landlord on demand. (h) If any Environmental Claim shall be brought against any Landlord and Indenture Trustee Indemnitee for which indemnification is provided pursuant to this Section, then after notification to Tenant thereof as provided in SECTION 3(c), Tenant shall be entitled to participate in all related proceedings and negotiations and to assume the defense thereof at the expense of Tenant with counsel reasonably acceptable to Landlord and to settle and compromise any such claim or action; PROVIDED, that Landlord may elect to be represented by separate counsel, at Tenant's expense, and if Landlord so elects, any settlement or compromise shall be effected only with the consent of Landlord, which consent shall not be unreasonably withheld. Tenant's right to participate in the defense or response to any Environmental Claim should not be deemed to limit or otherwise modify its obligations under this Article. (i) Tenant shall make any payment required to be made under this Article in cash and on demand. (j) Any Costs and other payments required to be paid by Tenant under this Article which are not paid within five (5) business days of receipt by Tenant of Landlord's demand therefor shall thereafter be deemed "Delinquent." In addition to all other rights and remedies of Landlord against Tenant provided herein or under any applicable law, Tenant shall pay to Landlord immediately upon demand interest at the highest lawful rate permitted by applicable federal or state law from the date such payment becomes Delinquent to the date that Tenant’s occupancy of payment of such Delinquent sums. (k) Landlord shall be subrogated to any rights Tenant may have under any indemnifications from any present, future or former owners, tenants or other occupants or users of any of the applicable Leased Property shall have fully terminated Premises or (ii) Hazardous Materials first introduced any other person relating to the Leased Property prior to the Existing Lease Effective Date, except to the extent arising from matters covered by this Article. (l) Without limiting any deterioration on or after the Existing Lease Effective Date in any condition existing prior to the April 30, 1998. “Hazardous Materials” means any substance the presence of which poses a hazard to the health or safety of persons on or about the Leased Property or which requires removal or remediation under any Environmental Law, including without limitation, any substance which is toxic, explosive, flammable, radioactive, or otherwise hazardous or is included within the meaning of “hazardous substance”, “hazardous waste”, “toxic substance”, or “pollutant” as defined in any Environmental Law. At any time during the Term other provision of this Lease, Lessor may require in the event of a dissolution of Tenant or the disposition of all or substantially all of Tenant's assets to one or more environmental audits persons or entities, the surviving entity or transferee of assets as the Leased Propertiescase may be shall deliver to Landlord an acknowledged instrument specifically assuming all obligations, covenants and responsibilities of Tenant under this Article. (m) The representations, warranties and covenants and indemnities of Tenant set forth in such formthis Article shall continue in effect and, scope and substance as specified to the extent permitted by Lessorlaw, at Tenant’s expense. Tenant shall, within thirty (30) days after receipt shall survive the expiration or termination of an invoice from Lessor, reimburse Lessor for all costs and expenses incurred in reviewing any environmental audit, including, without limitation, reasonable attorneys’ fees and coststhis Lease.

Environmental Indemnity. In addition to any other indemnity from Tenant hereby agrees to provided in this Lease, Tenant shall indemnify, defend, protect, and hold harmless LessorLandlord and its partners, any successors to Lessor’s interest in this Lease and in any Leased Property, and Lessor’s and such successors’ directors, officers, partnersemployees, membersagents, employees attorneys, successors, and agents assigns, from and against any losses, and all claims, damages (including consequential damages)liabilities, penalties, fines, liabilities (including strict liability)judgments, costs (including cleanup and recovery forfeitures, losses, costs), and or expenses (including expenses of litigation attorney’s fees, consultants’ fees and reasonable attorneys’ expert fees) incurred for the death of or injury to any person or damage to any property whatsoever, arising from or caused in whole or in part, directly or indirectly, by Lessor or any other indemnitee or assessed against (i) the Leased Property by virtue of any claim or lien by any governmental or quasi-governmental unitpresence in, bodyon, under, or agencyabout the Premises, or any third partydischarge or release in or from the Premises of any Hazardous Substance but only to the extent that any such presence, discharge, or release is caused by Tenant’s activities on the Premises during the Term, or (ii) Tenant’s failure to comply with any Hazardous Substance law, to the extent that compliance is required on account of Tenant’s activities on the Premises and not to the extent that compliance is required solely because Tenant, as the occupant of the Premises, is held accountable for cleanup Hazardous Substances on, in, under, or about the Premises, or released from the Premises which are not caused by or released by Tenant. The indemnity obligation of Tenant created hereunder shall include, without limitation, and whether foreseeable or unforeseeable, any and all costs incurred in connection with any site investigation, and any and all costs for repair, cleanup, detoxification or decontamination, or other costs pursuant to remedial action of the Comprehensive Environmental Response Compensation and Liability Act Premises. The obligations of 1980, the Hazardous Materials Transportation Act, the Resource Conservation and Recovery Act, all as amended from time to time, and all state laws and federal and state regulations pursuant to the foregoing (collectively “Environmental Laws”). Tenant’s indemnity parties hereunder shall survive the expiration or any earlier termination of this Lease. Provided, however, Tenant shall have no indemnity obligation with respect to (i) Hazardous Materials first introduced to the Leased Property subsequent to the date that Tenant’s occupancy of the applicable Leased Property shall have fully terminated or (ii) Hazardous Materials first introduced to the Leased Property prior to the Existing Lease Effective Date, except to the extent arising from and any deterioration on or after the Existing Lease Effective Date in any condition existing prior to the April 30, 1998. “Hazardous Materials” means any substance the presence of which poses a hazard to the health or safety of persons on or about the Leased Property or which requires removal or remediation under any Environmental Law, including without limitation, any substance which is toxic, explosive, flammable, radioactive, or otherwise hazardous or is included within the meaning of “hazardous substance”, “hazardous waste”, “toxic substance”, or “pollutant” as defined in any Environmental Law. At any time during the Term of this Lease, Lessor may require one or more environmental audits of the Leased Properties, in such form, scope and substance as specified by Lessor, at Tenant’s expense. Tenant shall, within thirty (30) days after receipt of an invoice from Lessor, reimburse Lessor for all costs and expenses incurred in reviewing any environmental audit, including, without limitation, reasonable attorneys’ fees and costsextensions thereof.