Common use of Hazardous Wastes Clause in Contracts

Hazardous Wastes. As a material inducement for Landlord to enter into this Lease, Tenant represents and warrants that Tenant will maintain and use the Premises free from contamination by or from any “hazardous substances” or “hazardous wastes” (as such terms are defined and/or used in applicable state or federal law or the regulations issued under them, including, without limitation, the federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”) and the Resource Conservation and Recovery Act (“RCRA”). Tenant shall not engage in or permit any tenant or subtenant of Tenant under any lease or Lease affecting the Premises to engage in operations at or upon the Premises which involve the generation, manufacture, refining, transportation, treatment, storage, handling or disposal of hazardous substances or hazardous wastes except in strict compliance with all federal, state and local laws, regulations and rules and under and in compliance with all required permits. Tenant further covenants that it will not cause or permit to exist as a result of an intentional or unintentional action or omission on its part or on the part of any tenant or subtenant of Tenant under any lease affecting the Premises, the releasing, spilling, leaking, pumping, pouring, emitting, emptying or dumping from, on or about the Premises of any such hazardous substances or hazardous wastes. Tenant agrees to indemnify and hold harmless Landlord and Lessor, its subsidiaries and affiliates, and any officer, director, shareholder, employee, or any agent of Landlord or its affiliates, subsidiaries, successors or assigns (collectively, the “Indemnified Parties”), from any and all liability, damages, costs, claims, suits, actions, legal or administrative proceedings, interest, losses, expenses, and reasonable attorneys’ fees and appellate attorneys’ fees (including any such fees and expenses incurred in enforcing this indemnity) resulting from, arising out of, or in any way connected with breach or alleged breach by Tenant of the provisions of the preceding paragraph of this Paragraph, including but not limited to monetary damages, expenses, injury to or the death of any person (including that of any Indemnified Party) or physical damage to property of any kind wherever located and by whomever owned (including that of any Indemnified Party) arising out of or in any way connected with the presence on, in or under the Premises of any asbestos, polychlorinated biphenyls (PCB’s) or the generation, handling, storage or disposal of any hazardous substances or hazardous wastes in violation of the provisions of the preceding paragraph of this Paragraph. This indemnification is an independent covenant and shall survive the termination of this Lease.

Hazardous Wastes. As a material inducement for Landlord to enter into this LeaseNeither Tenant, Tenant represents and warrants that Tenant will maintain and use the Premises free from contamination its successors or assigns, nor any other person or entity acting by or from through Tenant, shall cause or permit the escape, disposal or release of any “hazardous substancesHazardous Substances, or Materials” as hereinafter defined in the Demised Premises, nor shall Tenant, its successors or “hazardous wastes” assigns, or any other person or entity acting by or through Tenant, cause the escape, disposal or release of any Hazardous Substances or Materials in the Building or on the grounds. Tenant shall also not allow: (as such terms are defined and/or used i) the storage or use of Hazardous Substances, or Materials in applicable state or federal any manner in the Demised Premises not sanctioned by law or (ii) any Hazardous Materials to be brought into the regulations issued under themBuilding or Demised Premises by Tenant, includingit successors or assigns, without limitationnor any other person or entity acting by or through Tenant. Hazardous Substances or Materials shall mean any hazardous, biologically or chemically active substance, waste or material described in the federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”) and of 1980, as amended from time to time, or any applicable state or local laws or regulations adopted under this or any other similar acts. Further, if any governmental agency shall ever require testing to ascertain whether or not there has been any release of any Hazardous Substance or Material by, through or under Tenant or from the Resource Conservation and Recovery Act (“RCRA”). Demised Premises during Tenant’s occupancy of the Demised Premises, then Tenant shall reimburse Landlord the reasonable costs thereof as additional rent. In addition, upon request Tenant shall execute any affidavits or representations wherein Tenant will attest to the best of its knowledge whether or not engage in or permit there is any tenant or subtenant of Tenant under any lease or Lease affecting the Premises to engage in operations at or upon the Premises which involve the generation, manufacture, refining, transportation, treatment, storage, handling or disposal of hazardous substances or hazardous wastes except materials stored or used in strict compliance with all federalthe Demised Premises. At its sole cost and expense, state and local laws, regulations and rules and under and in compliance with all required permits. Tenant further covenants that it will not cause or permit to exist as a result of an intentional or unintentional action or omission on its part or on the part of any tenant or subtenant of Tenant under any lease affecting the Premises, the releasing, spilling, leaking, pumping, pouring, emitting, emptying or dumping from, on or about the Premises of any such hazardous substances or hazardous wastes. Tenant also agrees to indemnify and hold Landlord harmless Landlord and Lessor, its subsidiaries and affiliates, and any officer, director, shareholder, employee, or any agent of Landlord or its affiliates, subsidiaries, successors or assigns (collectively, the “Indemnified Parties”), from any and all liabilitydamages, damageslosses, liabilities, penalties, claims, costs, claims, suits, actions, legal or administrative proceedings, interest, losses, expenses, and reasonable attorneys’ fees and appellate attorneys’ fees (including any such fees and expenses incurred in enforcing this indemnity) resulting from, arising out of, or in any way connected with breach or alleged breach by Tenant of the provisions of the preceding paragraph of this Paragraph, including but not limited to monetary damages, expenses, injury to or the death of any person (including that of any Indemnified Party) or physical damage to property of any kind wherever located and by whomever owned or of any nature whatsoever (including that without limitation, reasonable attorney’s fees and expert’s fees) which may be imposed upon, incurred by or awarded against Landlord arising from or out of any Indemnified Party) arising out of or in any way connected with the presence on, in or under the Premises of any asbestos, polychlorinated biphenyls (PCB’s) or the generation, handlinguse, storage or disposal release of any hazardous substances substance or hazardous wastes in violation materials in, under or from the Demised Premises or the Building or any parts thereof as a result of any act or omission by Tenant, its employees, guests, invitees, successors or assigns, or any other person or entity acting at the provisions direction of the preceding paragraph or consent of this Paragraph. This indemnification is an independent covenant and shall survive the termination of this LeaseTenant.

Hazardous Wastes. As Section 30.1. Lessee represents, covenants, and warrants that: (a) Lessee will cause the Premises at all times during the term of this Lease to be and remain in compliance with all applicable laws, ordinances, and regulations (including consent decrees and administrative orders) relating to public health and safety and protection of the environment, including those statutes, laws, regulations, and ordinances identified in subparagraph (g), all as amended and modified from time to time (collectively, "environmental laws"). Lessee agrees to keep in effect all governmental permits and approvals relating to the use or operation of the Premises required by applicable environmental laws, and Lessee agrees to comply with the terms of the same. (b) Lessee will not cause or permit to occur any generation, manufacture, storage, treatment, transportation, release, or disposal of "hazardous material," as that term is defined in subparagraph (g), on, in, under, about or from the Premises except in minor quantities required for the conduct of Lessee's business and pursuant to handling practices permitted by law. If any hazardous material (other than as so permitted by law) is found on the Premises, or if Lessee or any one of its employees, agents, contractors, suppliers or invitees causes, contributes to or aggravates any release or disposal of any hazardous material on, in, under or about the Premises, Lessee, at its own cost and expense, will immediately take such action as is necessary to detain the spread of and remove the hazardous material to the complete satisfaction of Lessor and the appropriate governmental authorities. (c) Lessee will immediately notify Lessor and provide copies upon receipt of all written complaints, claims, citations, demands, inquiries, reports, or notices relating to compliance with environmental laws. Lessee will, at its sole cost, promptly cure and have dismissed with prejudice any such actions resulting from activities or omissions of the Lessee or its successors, sublessees or assigns, and their respective employees, agents, contractors, suppliers and customers. Lessee will keep the Premises free of any lien imposed pursuant to any environmental laws resulting from activities or omissions of Lessee and its successors, sublessees or assigns, and their respective employees, agents, contractors, suppliers and customers. (d) Lessor shall have the right at all reasonable times and from time to time to conduct environmental audits of the Premises, and Lessee will cooperate in the conduct of those audits. The audits will be conducted by a consultant of Lessor's choosing, and if any hazardous material inducement (other than minor quantities handled as permitted by law) is detected or if a violation of any of the Lessee's warranties, representations, or covenants contained in this Article is discovered, the fees and expenses of such consultant will be borne by Lessee and will be paid as additional rent under this Lease on demand by Lessor. Provided further, at the termination of this lease Lessee will promptly pay and reimburse Lessor for Landlord all costs related to enter into an environmental audit of the Premises, in as many phases as reasonably deemed necessary by the environmental consultant. (e) If Lessee breaches or fails to comply with any of the foregoing warranties, representations, and covenants, Lessor may, after thirty (30) days prior notice to Lessee without cure, cause the removal (or other cleanup acceptable to Lessor) of any hazardous material from the Premises. The costs of such hazardous material removal and any other cleanup (including transportation and storage costs) will be additional rent under this Lease, Tenant represents whether or not a court or administrative agency has ordered the cleanup, due and warrants that Tenant will maintain payable on Lessor's demand. Lessee hereby grants Lessor, its employees, agents and use contractors, access to the Premises to remove or otherwise clean up any hazardous material. Lessor, however, has no affirmative obligation to remove or otherwise clean up any hazardous material, from the Premises, and nothing in this Lease will be construed as creating any such obligation. (f) Lessee agrees to indemnify, defend, and hold the Premises and Lessor, and Lessor's heirs, devisees, successors and assigns, affiliates, employees and agents free and harmless from contamination and against all losses, liabilities, obligations, penalties, claims, litigation, demands, defenses, costs, judgments, suits, proceedings, damages (including consequential damages), disbursements, or expenses of any kind (including attorneys' and experts' fees and expenses and fees and expenses incurred in investigating, defending, or prosecuting any litigation, claim, or proceeding) that may at any time be imposed upon, incurred by, asserted, or awarded against Lessor or any of them in connection with or arising from or out of: (i) any hazardous material on, in, under, or affecting all or any portion of the Premises resulting from activities or omissions of Lessee and its successors, sublessees or assigns, and their respective employees, agents, contractors, suppliers and customers; (ii) any misrepresentation, inaccuracy, or breach of any warranty, covenant, or agreement contained or referred to in this Paragraph 23.22; (iii) any violation or claim of violation by Lessee, its employees, agents, contractors, suppliers or invitees of any environmental law; or (iv) the imposition of any lien against the Premises for the recovery of any costs for environmental cleanup or other response costs relating to the release or threatened release of hazardous material resulting from activities or omissions of Lessees or its successors, sublessees or assigns, and their respective employees, agents, contractors, suppliers and customers. This indemnification shall survive termination or expiration of this Lease. Lessee, its successors, assigns and sublessees waive, release, and agree not to make any “claim or bring any cost recovery action against Lessor under CERCLA, as that term is defined in subparagraph (g), or any state equivalent or any similar law now existing or enacted after this date resulting from activities or omissions of Lessees or its successors, sublessees or assigns, and their respective employees, agents, contractors, suppliers and customers. (g) For purposes of this Lease, "hazardous material" means: (i) "hazardous substances” " or “hazardous wastes” ("toxic substances" as such those terms are defined and/or used in applicable state or federal law or by the regulations issued under them, including, without limitation, the federal Comprehensive Environmental Response, Compensation Compensation, and Liability Act (“CERCLA”), 42 U.S.C. e 9601, et seq., or the Hazardous Materials Transportation Act, 49 U.S.C. e 1801, et seq., both as amended to and after this date; (ii) and "hazardous wastes," as that term is defined by the Resource Conservation and Recovery Act (“"RCRA”"). Tenant shall not engage in , 42 U.S.C. e 6901, et seq., as amended to and after this date; (iii) any pollutant or permit contaminant or hazardous, dangerous, or toxic chemicals, materials, or substances within the meaning of any tenant or subtenant of Tenant under any lease or Lease affecting the Premises to engage in operations at or upon the Premises which involve the generation, manufacture, refining, transportation, treatment, storage, handling or disposal of hazardous substances or hazardous wastes except in strict compliance with all other applicable federal, state and local laws, regulations and rules and under and in compliance with all required permits. Tenant further covenants that it will not cause or permit to exist as a result of an intentional or unintentional action or omission on its part or on the part of any tenant or subtenant of Tenant under any lease affecting the Premises, the releasing, spilling, leaking, pumping, pouring, emitting, emptying or dumping from, on or about the Premises of any such hazardous substances or hazardous wastes. Tenant agrees to indemnify and hold harmless Landlord and Lessor, its subsidiaries and affiliates, and any officer, director, shareholder, employeestate, or any agent of Landlord local law, regulation, ordinance, or its affiliates, subsidiaries, successors or assigns (collectively, the “Indemnified Parties”), from any and all liability, damages, costs, claims, suits, actions, legal or administrative proceedings, interest, losses, expenses, and reasonable attorneys’ fees and appellate attorneys’ fees requirement (including consent decrees and administrative orders) relating to or imposing liability or standards of conduct concerning any such fees and expenses incurred in enforcing this indemnity) resulting fromhazardous, arising out oftoxic, or dangerous waste substance or material, all as amended to and after this date; (iv) crude oil or any fraction of it that is liquid at standard conditions of temperature and pressure (60 degrees Fahrenheit and 14.7 pounds per square inch absolute); (v) any radioactive material, including any source, special nuclear, or by-product material as defined at 42 U.S.C. # 2011, et seq., as amended to and after this date; (vi) asbestos in any way connected with breach form or alleged breach by Tenant of the provisions of the preceding paragraph of this Paragraph, including but not limited to monetary damages, expenses, injury to or the death of any person condition; and (including that of any Indemnified Partyvii) or physical damage to property of any kind wherever located and by whomever owned (including that of any Indemnified Party) arising out of or in any way connected with the presence on, in or under the Premises of any asbestos, polychlorinated biphenyls (PCB’sPCBs) or the generation, handling, storage or disposal of any hazardous substances or hazardous wastes in violation of the provisions of the preceding paragraph of this Paragraph. This indemnification is an independent covenant and shall survive the termination of this Leasecompounds containing PCBs.

Hazardous Wastes. As a material inducement for Tenant hereby agrees to indemnify Landlord to enter into this Leaseand hold Landlord harmless from and against any and all losses, Tenant represents liabilities, including reasonable attorney's fees, costs of any settlement or judgment and warrants that Tenant will maintain claims of any and use the Premises free from contamination every kind whatsoever paid incurred or suffered by or from asserted against Landlord by any “hazardous substances” person or “hazardous wastes” (as such terms are defined and/or used in applicable state entity or federal law Governmental agency for, with respect to, or the regulations issued under themescape, includingseepage, without limitationleakage, the federal Comprehensive Environmental Responsespillage, Compensation and Liability Act (“CERCLA”) and the Resource Conservation and Recovery Act (“RCRA”). Tenant shall not engage in discharge, omission, discharging or permit any tenant or subtenant of Tenant under any lease or Lease affecting the Premises to engage in operations at or upon the Premises which involve the generation, manufacture, refining, transportation, treatment, storage, handling or disposal of hazardous substances or hazardous wastes except in strict compliance with all federal, state and local laws, regulations and rules and under and in compliance with all required permits. Tenant further covenants that it will not cause or permit to exist as a result of an intentional or unintentional action or omission on its part or on the part of any tenant or subtenant of Tenant under any lease affecting the Premises, the releasing, spilling, leaking, pumping, pouring, emitting, emptying or dumping from, on or about release from the Premises of any such hazardous substances or hazardous wastes. Tenant agrees to indemnify and hold harmless Landlord and Lessorsubstance (including without limitation, its subsidiaries and affiliatesany losses, and any officerliabilities, director, shareholder, employee, or any agent of Landlord or its affiliates, subsidiaries, successors or assigns (collectively, the “Indemnified Parties”), from any and all including strict liability, damages, costs, claims, suits, actions, legal or administrative proceedings, interest, lossesinjuries, expenses, and including reasonable attorneys’ fees ' fees, costs of any settlement or judgment or claims asserted or arising under the Comprehensive Environmental Response Compensation and appellate attorneys’ fees Liability Act, any so called federal, state or local SuperFund, SuperLien Laws, statutes, law, ordinance, code, rule, regulation, order or decree regulating with respect to or opposing liability, including strict liability, substances or standards of conduct concerning any hazardous substance), (including ii) any such fees and expenses incurred in enforcing this indemnity) resulting fromadditional costs required to take necessary precautions to protect against the release of hazardous substances located on, arising out ofin, under, or affecting the Premises into the air, any body of water, or other public domain, or into any surrounding areas, and (iii) any costs incurred to comply in connection with all or any way connected with breach or alleged breach by Tenant portion of the provisions Premises with all applicable laws, orders, judgments and regulations with respect to hazardous wastes, whether or not Landlord is still the owner of the preceding paragraph Premises. For purposes of this Paragraph, including but not limited to monetary damages, expenses, injury to instrument "hazardous substances" shall mean and include those elements or compounds which are contained in the death list of any person hazardous substances adopted by the United States Environmental Protection Agency (including that of any Indemnified Party) or physical damage to property of any kind wherever located and by whomever owned (including that of any Indemnified Party) arising out of or in any way connected with the presence on, in or under the Premises of any asbestos, polychlorinated biphenyls (PCB’sEPA) or the generationlist of toxic pollutants designated by Congress or the EPA or defined by any other federal, handlingstate or local statute, storage law, ordinance, code, rule, regulation, order or disposal decree regulating, relating to or imposing liability or standards of conduct concerning any hazardous substances hazardous, toxic or hazardous wastes dangerous waste, substance or material as now or at anytime in violation of the provisions of the preceding paragraph of this Paragraph. This indemnification is an independent covenant and shall survive the termination of this Leaseeffect.

Hazardous Wastes. As a material inducement for Tenant shall no knowingly suffer, permit, introduce or maintain in, on or about any portion of the Property, any asbestos, polychlorinated biphenyls, petroleum products or any other hazardous or toxic materials, wastes and substances which are defined, determined or identified as such in any federal, state or local laws, rules or regulations (whether now existing or hereafter enacted or promulgated) or any judicial or administrative interpretation of any thereof, including any judicial or administrative orders of judgments. Any such asbestos, polychlorinated biphenyls, petroleum products and any such other materials, wastes and substances are herein collectively called "Hazardous Materials." Tenant shall indemnify, protect, and save Landlord to enter into this Lease, Tenant represents harmless against and warrants that Tenant will maintain and use the Premises free from contamination by or from any “hazardous substances” and all damages, losses, liabilities, obligations, penalties, claims, litigation, demands, defenses, judgments, suits, proceedings, costs, disbursements or “hazardous wastes” expenses of any kind or of any nature whatsoever (as such terms are defined and/or used in applicable state or federal law or the regulations issued under them, including, without limitation, attorneys' and experts' fees and disbursements) which may at any time be imposed upon, incurred by or asserted or awarded against Landlord and arising from or out of any Hazardous Materials on, in, under or affecting all of any portion of the federal Comprehensive Environmental ResponseProperty or that are introduced by Tenant, Compensation its employees or invitees including, without limitation, (i) the costs of removal of any and Liability Act all Hazardous Materials from all or any portion of the Property, (“CERCLA”ii) additional costs required to take necessary precautions to protect against the release of Hazardous Materials on, in, under or affecting the Property into the air, any body or water, any other public domain or any surrounding areas, and (iii) any costs incurred to comply, in connection with all or any portion of the Resource Conservation property with all applicable laws, orders, judgments and Recovery Act (“RCRA”)regulations with respect to Hazardous Materials. The preceding portions of this provision do not apply to Hazardous Materials that are located on the Property at or before the initial commencement of any work, construction, repairs or alterations therein by Tenant shall not engage in or permit to any tenant Hazardous Materials introduced into the Property by anyone other than Tenant, its employees or subtenant invitees. The obligations of Tenant under any lease or Lease affecting the Premises to engage in operations at or upon the Premises which involve the generation, manufacture, refining, transportation, treatment, storage, handling or disposal of hazardous substances or hazardous wastes except in strict compliance with all federal, state and local laws, regulations and rules and under and in compliance with all required permits. Tenant further covenants that it will not cause or permit to exist as a result of an intentional or unintentional action or omission on its part or on the part of any tenant or subtenant of Tenant under any lease affecting the Premises, the releasing, spilling, leaking, pumping, pouring, emitting, emptying or dumping from, on or about the Premises of any such hazardous substances or hazardous wastes. Tenant agrees to indemnify and hold harmless Landlord and Lessor, its subsidiaries and affiliates, and any officer, director, shareholder, employee, or any agent of Landlord or its affiliates, subsidiaries, successors or assigns (collectively, the “Indemnified Parties”), from any and all liability, damages, costs, claims, suits, actions, legal or administrative proceedings, interest, losses, expenses, and reasonable attorneys’ fees and appellate attorneys’ fees (including any such fees and expenses incurred in enforcing this indemnity) resulting from, arising out of, or in any way connected with breach or alleged breach by Tenant of the provisions of the preceding paragraph of this Paragraph, including but not limited to monetary damages, expenses, injury to or the death of any person (including that of any Indemnified Party) or physical damage to property of any kind wherever located and by whomever owned (including that of any Indemnified Party) arising out of or in any way connected with the presence on, in or under the Premises of any asbestos, polychlorinated biphenyls (PCB’s) or the generation, handling, storage or disposal of any hazardous substances or hazardous wastes in violation of the provisions of the preceding paragraph of this Paragraph. This indemnification is an independent covenant and Section 46 shall survive the expiration or earlier termination of this Lease.

Hazardous Wastes. As a material inducement for Tenant shall not cause, or allow any of ---------------- Tenant's Parties to cause any Hazardous Materials to be used, generated, stored or disposed of on or about the Premises or the Building. [Notwithstanding the foregoing, normal quantities of those Hazardous Materials customarily used in the conduct of general administrative and executive office activities (e.g., copier fluids and cleaning supplies) may be used and stored at the Premises without Landlord's prior written consent, but only in compliance with all applicable Regulations.] Notwithstanding the obligation of Tenant to indemnify Landlord pursuant to enter into this Lease, Tenant represents shall, at its sole cost and warrants that Tenant will maintain and expense, promptly take all actions required by any federal state or local government or political subdivision, or necessary for Landlord to make full economic use of the Premises free or any portion of the Building, which requirements or necessity arises from contamination Tenant's use or handling of Hazardous Materials upon, about, above or beneath the Premises or any portion of the Building. Such actions shall include, but shall not be limited to, the investigation of the environmental condition of the Premises or any portion of the Building, the preparation of any feasibility studies or reports and the performance of any cleanup, remedial removal or restoration work. Tenant shall take all actions necessary to restore the Premises or any portion of the Building to the condition existing prior to the introduction of Tenant's Hazardous Materials, notwithstanding any less stringent standards or remediation allowable under applicable Regulations. Tenant shall nevertheless obtain Landlord's written approval prior to undertaking any actions required by this Section, which approval shall not be unreasonably withheld so long as such actions would not potentially have a material adverse long-term or from short-term effect on the Premises or any “portion of the Building. As used in this Lease, "Hazardous Materials" shall include, but not be limited to, hazardous, toxic and radioactive materials and substances defined as "hazardous substances” or “," "hazardous materials," "hazardous wastes” " "toxic substances," or other similar designations in any federal state, or local law, regulation, or ordinance. Landlord shall have the right upon no less than twenty-four (24) hours' notice to Tenant (except in case of emergency) to inspect the Premises and to conduct tests and investigations as reasonably necessary to determine whether Tenant is in compliance with the foregoing provisions, the costs of all such terms are defined and/or used in applicable state inspections, tests and investigations to be borne by Tenant, provided, however, that such inspections, tests or federal law investigations shall not unreasonably interfere with Tenant's use and occupancy of the Premises. Tenant shall indemnify, defend, protect and hold Landlord harmless from and against all liabilities, losses, cost and expenses, demands, causes of action, claims or judgments directly or indirectly arising out of the regulations issued under themuse, includinggeneration, storage or disposal of Hazardous Materials by Tenant or any of Tenant's Parties, which indemnity shall include, without limitation, the federal Comprehensive Environmental Responsecost of any required or necessary repair, Compensation and Liability Act (“CERCLA”) cleanup or detoxification, and the Resource Conservation and Recovery Act (“RCRA”). Tenant shall not engage in or permit any tenant or subtenant of Tenant under any lease or Lease affecting the Premises to engage in operations at or upon the Premises which involve the generation, manufacture, refining, transportation, treatment, storage, handling or disposal of hazardous substances or hazardous wastes except in strict compliance with all federal, state and local laws, regulations and rules and under and in compliance with all required permits. Tenant further covenants that it will not cause or permit to exist as a result of an intentional or unintentional action or omission on its part or on the part preparation of any tenant closure or subtenant of Tenant under any lease affecting other required plans, whether such action is required or necessary prior to or following the Premises, the releasing, spilling, leaking, pumping, pouring, emitting, emptying or dumping from, on or about the Premises of any such hazardous substances or hazardous wastes. Tenant agrees to indemnify and hold harmless Landlord and Lessor, its subsidiaries and affiliates, and any officer, director, shareholder, employee, or any agent of Landlord or its affiliates, subsidiaries, successors or assigns (collectively, the “Indemnified Parties”), from any and all liability, damages, costs, claims, suits, actions, legal or administrative proceedings, interest, losses, expenses, and reasonable attorneys’ fees and appellate attorneys’ fees (including any such fees and expenses incurred in enforcing this indemnity) resulting from, arising out of, or in any way connected with breach or alleged breach by Tenant of the provisions of the preceding paragraph termination of this ParagraphLease. Neither the written consent by Landlord to the use, including but not limited to monetary damages, expenses, injury to or the death of any person (including that of any Indemnified Party) or physical damage to property of any kind wherever located and by whomever owned (including that of any Indemnified Party) arising out of or in any way connected with the presence on, in or under the Premises of any asbestos, polychlorinated biphenyls (PCB’s) or the generation, handling, storage or disposal of any hazardous substances Hazardous Materials, nor the strict compliance by Tenant with all laws pertaining to Hazardous Materials shall excuse Tenant from Tenant's obligation or hazardous wastes in violation of indemnification to this Paragraph 4.D. Tenant's obligations pursuant to the provisions of the preceding paragraph of this Paragraph. This indemnification is an independent covenant and foregoing indemnity shall survive the termination of this Lease. Landlord shall indemnify, defend, protect and hold Tenant harmless from and against any costs incurred by Tenant resulting from claims brought against Tenant by a governmental authority attributable solely to Hazardous Materials deposited onto the Premises by Landlord (but specifically excluding Landlord's agents, contractors, invitees, employees and tenants).

Hazardous Wastes. As a material inducement for Landlord Ten▇▇▇ ▇▇▇▇▇ ▇▇t cause, or allow any of Tenant's Parties to enter into this Leasecause, Tenant represents and warrants that Tenant will maintain and use any Hazardous Materials to be used, generated, stored or disposed of on or about the Premises free from contamination by or from any “hazardous substances” or “hazardous wastes” (as such terms are defined and/or used in applicable state or federal law Premises, the Building or the regulations issued under themProject, includingexcept for those Hazardous Materials listed on Exhibit "F" attached hereto, without limitationwhich shall be permitted so long as Tenant uses, stores and handles the federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”) and the Resource Conservation and Recovery Act (“RCRA”). Tenant shall not engage in or permit any tenant or subtenant of Tenant under any lease or Lease affecting the Premises to engage in operations at or upon the Premises which involve the generation, manufacture, refining, transportation, treatment, storage, handling or disposal of hazardous substances or hazardous wastes except in strict compliance with all federal, state and local laws, regulations and rules and under and same in compliance with all required permitslaws. As used in this Lease, "Hazardous Materials" shall include, but not be limited to, hazardous, toxic and radioactive materials and those substances defined as "hazardous substances," "hazardous materials," "hazardous wastes," "toxic substances," or other similar designations in any federal, state or local law, regulation or ordinance. Landlord shall have the right at all reasonable times to inspect the Premises and to conduct tests and investigations to determine whether Tenant further covenants that it will not cause is in compliance with the foregoing provisions, and if same indicate Tenant has violated any laws, breached this Lease or permit to exist as a result of an intentional or unintentional action or omission on its part or on the part of any tenant or subtenant of Tenant under any lease affecting contaminated the Premises, the releasingBuilding or Project in any way, spilling, leaking, pumping, pouring, emitting, emptying or dumping from, on or about the Premises of any such hazardous substances or hazardous wastes. Tenant agrees in addition to indemnify and hold harmless Landlord and Lessor, its subsidiaries and affiliates, and any officer, director, shareholder, employee, or any agent of Landlord or its affiliates, subsidiaries, successors or assigns (collectively, the “Indemnified Parties”), from any and all liabilityrights and remedies of Landlord, damagesthe costs of all inspections, coststests and investigations to be borne by Tenant. Tenant shall indemnify, claimsdefend, suits, actions, legal or administrative proceedings, interestprotect and hold Landlord harmless from and against all liabilities, losses, costs and expenses, and reasonable attorneys’ fees and appellate attorneys’ fees (including any such fees and expenses incurred in enforcing this indemnity) resulting fromdemands, arising out ofcauses of action, claims or in any way connected with breach judgments directly or alleged breach by Tenant of the provisions of the preceding paragraph of this Paragraph, including but not limited to monetary damages, expenses, injury to or the death of any person (including that of any Indemnified Party) or physical damage to property of any kind wherever located and by whomever owned (including that of any Indemnified Party) indirectly arising out of or in any way connected with the presence onuse, in or under the Premises of any asbestos, polychlorinated biphenyls (PCB’s) or the generation, handling, storage or disposal of Hazardous Materials by Tenant or any hazardous substances of Tenant's parties, which indemnity shall include without limitation, the cost of any required or hazardous wastes in violation necessary repair, cleanup or detoxification, and the preparation of any closure or other required plans, whether such action is required or necessary prior to or following the provisions of the preceding paragraph termination of this ParagraphLease. This Neither the written consent by Landlord to the use, g▇▇▇▇▇▇▇▇n, storage or disposal of Hazardous Materials nor the strict compliance by Tenant with all laws pertaining to Hazardous Materials shall excuse Tenant from Tenant's obligation of indemnification is an independent covenant and pursuant to this Paragraph 4.D. Tenant's obligations ▇▇▇▇▇▇▇▇ to the foregoing indemnity shall survive the termination of this Lease.

Hazardous Wastes. Tenant shall not cause, or allow any of Tenant’s Parties to cause, any Hazardous Materials to be used, generated, stored or disposed of on or about the Premises, Building or the Project. As a material inducement for Landlord to enter into used in this Lease, Tenant represents “Hazardous Materials” shall include, but not be limited to, hazardous, toxic and warrants that Tenant will maintain radioactive materials and use the Premises free from contamination by or from any those substances defined as “hazardous substances,” or “hazardous materials,” “hazardous wastes,” (“toxic substances,” or other similar designations in any federal, state, or local law, regulation, or ordinance. Landlord shall have the right at all reasonable times to inspect the Premises and to conduct tests and investigations to determine whether Tenant is in compliance with the foregoing provisions. The costs of all such inspections, tests and investigations shall be considered a Basic Operating Cost, to be borne by Tenant as such terms are defined and/or used in applicable state set forth herein. Tenant shall indemnify, defend, protect and hold Landlord harmless from and against all liabilities, losses, costs and expenses, demands, causes of action, claims or federal law judgments directly or indirectly arising out of the regulations issued under themuse, includinggeneration, storage or disposal of Hazardous Materials by Tenant or any of Tenant’s Parties, which indemnity shall include, without limitation, the federal Comprehensive Environmental Responsecost of any required or necessary repair, Compensation and Liability Act (“CERCLA”) cleanup or detoxification, and the Resource Conservation and Recovery Act (“RCRA”). Tenant shall not engage in or permit any tenant or subtenant of Tenant under any lease or Lease affecting the Premises to engage in operations at or upon the Premises which involve the generation, manufacture, refining, transportation, treatment, storage, handling or disposal of hazardous substances or hazardous wastes except in strict compliance with all federal, state and local laws, regulations and rules and under and in compliance with all required permits. Tenant further covenants that it will not cause or permit to exist as a result of an intentional or unintentional action or omission on its part or on the part preparation of any tenant closure or subtenant of Tenant under any lease affecting other required plans, whether such action is required or necessary prior to or following the Premises, the releasing, spilling, leaking, pumping, pouring, emitting, emptying or dumping from, on or about the Premises of any such hazardous substances or hazardous wastes. Tenant agrees to indemnify and hold harmless Landlord and Lessor, its subsidiaries and affiliates, and any officer, director, shareholder, employee, or any agent of Landlord or its affiliates, subsidiaries, successors or assigns (collectively, the “Indemnified Parties”), from any and all liability, damages, costs, claims, suits, actions, legal or administrative proceedings, interest, losses, expenses, and reasonable attorneys’ fees and appellate attorneys’ fees (including any such fees and expenses incurred in enforcing this indemnity) resulting from, arising out of, or in any way connected with breach or alleged breach by Tenant of the provisions of the preceding paragraph termination of this ParagraphLease. Neither the written consent by ▇▇▇▇▇▇▇▇ to the use, including but not limited to monetary damages, expenses, injury to or the death of any person (including that of any Indemnified Party) or physical damage to property of any kind wherever located and by whomever owned (including that of any Indemnified Party) arising out of or in any way connected with the presence on, in or under the Premises of any asbestos, polychlorinated biphenyls (PCB’s) or the generation, handling, storage or disposal of any hazardous substances or hazardous wastes in violation Hazardous Materials nor the strict compliance by Tenant with all laws pertaining to Hazardous Materials shall excuse Tenant from Tenant’s obligation of indemnification pursuant to this Section. Tenant’s obligations pursuant to the provisions of the preceding paragraph of this Paragraph. This indemnification is an independent covenant and foregoing indemnity shall survive the termination of this Lease.

Hazardous Wastes. As a material inducement for Landlord (a) Tenant agrees to enter into this Leaseuse all reasonable efforts to ensure that applicable environmental laws and ordinances affecting the demised premises are complied with in connection with the operation of Tenant’s business at the demised premises and its lease of said demised premises. (b) Tenant agrees to indemnify and hold harmless, Tenant represents Landlord, its partners, attorneys, successors and warrants that Tenant will maintain assigns (“Indemnified Parties”) against any and use the Premises free from contamination by or from any “hazardous substances” or “hazardous wastes” all damages, claims, costs, losses and other expenses (as such terms are defined and/or used in applicable state or federal law or the regulations issued under them, including, without limitation, attorneys fees and court costs) which may be imposed upon, incurred by, or asserted against, any of the federal Indemnified Parties by any entity or persons, including without limitation, a governmental entity, based on (1) the use, generation, manufacture, production, handling, storage, release, or threatened release of Hazardous Materials by the Tenant, (2) any violation of any environmental law committed by Tenant with respect to the demised premises after the commencement date of the Lease or (3) Hazardous Materials to the extent the Hazardous Substances are introduced to the demised premises by Tenant, or (4) liability under the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”) 42 U.S.C. Sections 9601, et seq., or similar laws and regulations, as amended from time to time arising from Hazardous Materials introduced to the Resource Conservation demised premises by the Tenant. Tenant’s obligation to indemnify, defend and Recovery Act hold harmless includes, without limitation, costs incurred by Indemnified Parties for or in connection with (“RCRA”). Tenant shall not engage in x) any investigation of site conditions or permit any tenant cleanup, remedial, monitoring, restoration or subtenant of Tenant under closure work required by any lease or Lease affecting the Premises to engage in operations at or upon the Premises which involve the generation, manufacture, refining, transportation, treatment, storage, handling or disposal of hazardous substances or hazardous wastes except in strict compliance with all federal, state and or local laws, regulations and rules and under and in compliance with all required permits. Tenant further covenants that it will not cause or permit to exist as a result of an intentional or unintentional action or omission on its part or on the part government agency because of any tenant Hazardous Materials introduced to the demised premises by Tenant and present in the soil, air, surface, or subtenant of Tenant groundwater at, in, under any lease affecting the Premises, the releasing, spilling, leaking, pumping, pouring, emitting, emptying or dumping from, on or about the Premises demised premises, and (y) any government agency requirements which are a condition of any such hazardous substances permit or hazardous wastes. Tenant agrees to indemnify and hold harmless Landlord and Lessorland use entitlement, its subsidiaries and affiliates, and any officer, director, shareholder, employee, including clean-up requirements imposed as a condition of obtaining rezoning or any agent of Landlord or its affiliates, subsidiaries, successors or assigns (collectively, the “Indemnified Parties”), from any and all liability, damages, costs, claims, suits, actions, legal or administrative proceedings, interest, losses, expenses, and reasonable attorneys’ fees and appellate attorneys’ fees (including any such fees and expenses incurred in enforcing this indemnity) resulting from, arising out of, or in any way connected with breach or alleged breach a conditional use permit needed by Tenant to operate its business. In the event that Tenant fails to respond to claims or requests from government agencies and/or third parties seeking investigation or remedial action in connection with Hazardous Materials introduced to the demised premises by Tenant, Landlord may, with reasonable prior notice except in the case of an emergency, proceed to take the appropriate action and shall be reimbursed by Tenant therefor to the extent that the action was required by applicable law and was a reasonable response for current use and condition of the provisions of the preceding paragraph of this Paragraph, including but not limited to monetary damages, expenses, injury to or the death of any person (including that of any Indemnified Party) or physical damage to property of any kind wherever located and by whomever owned (including that of any Indemnified Party) arising out of or in any way connected with the presence on, in or under the Premises of any asbestos, polychlorinated biphenyls (PCB’s) or the generation, handling, storage or disposal of any hazardous substances or hazardous wastes in violation of the provisions of the preceding paragraph of this Paragraphdemised premises. This indemnification is an independent covenant and indemnity shall survive the termination of this Lease. (c) As used herein, “Hazardous Materials” shall mean all hazardous substances, hazardous wastes, hazardous materials, toxic materials, or toxic substances and any other substances, including asbestos, petroleum and its byproducts, the cleanup, disposal, storage, production, possession, or use of which is regulated by federal, state or local laws, ordinances, rules, regulations, permit conditions, administrative orders and similar requirements affecting the health and safety of people or the environment, including, but not limited to, those materials or substances referenced in CERCLA, the Hazardous Materials Transportation Act, the Resource Conservation and Recovery Act, the Toxic Substances Control Act, the Clean Water Act, the Clean Air Act, Safe Drinking Water Act, and the release of which would be considered nuisance or trespass.

Hazardous Wastes. As a material inducement for Landlord to enter into this Lease, Tenant represents and warrants that Tenant will maintain and use the Premises free from contamination by or from Violate any “hazardous substances” or “hazardous wastes” (as such terms are defined and/or used in applicable state or federal law or the regulations issued under them, including, without limitation, the federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”) and the Resource Conservation and Recovery Act (“RCRA”). Tenant shall not engage in Law or permit any tenant Hazardous Material to be brought onto any of the Realty or subtenant of Tenant under any lease other property owned, leased or Lease affecting operated by the Premises Borrower or its Subsidiaries, if the results thereof could reasonably be expected to engage in operations at have a Material Adverse Effect. If any material Hazardous Material is brought or upon the Premises which involve the generationfound thereon or therein, manufacture, refining, transportation, treatment, storage, handling or disposal of hazardous substances or hazardous wastes except in strict compliance with all federal, state as may be permitted above (and local laws, regulations and rules and under and then only in compliance with all applicable Environmental Laws), Borrower, at its expense, shall immediately remove it, with proper disposal, and perform all required permitsenvironmental response, removal, corrective and remedial actions in a diligent manner and in accordance with all Environmental Laws, the Borrower's obligations hereunder to survive any foreclosure of any Mortgage or other deed of trust or mortgage. Tenant further covenants that it will not cause The Borrower shall promptly, after any officer of either of the Borrower learns or permit obtains knowledge of the occurrence thereof, give written notice to exist as a result the Agent of receipt of any written notice of any material violation or noncompliance, order or request for information from any Governmental Agency with respect to any Environmental Law, and shall promptly remedy any breach of any Environmental Law by the Borrower or its Subsidiaries. Agent shall have the right (at the expense of the Borrower during the continuance of an intentional Event of Default or unintentional action if required by any Governmental Authority regulating the Agent) to enter upon the Realty or omission on other property owned, leased or operated by the Borrower or its part or on the part of any tenant or subtenant of Tenant under any lease affecting the Premises, the releasing, spilling, leaking, pumping, pouring, emitting, emptying or dumping from, on or about the Premises of any such hazardous substances or hazardous wastes. Tenant agrees to indemnify and hold harmless Landlord and Lessor, its subsidiaries and affiliates, and any officer, director, shareholder, employeeSubsidiaries, or any agent of Landlord or part thereof (through its affiliates, subsidiaries, successors or assigns (collectively, the “Indemnified Parties”employees and/or agents), from any to verify compliance by the Borrower and all liability, damages, costs, claims, suits, actions, legal or administrative proceedings, interest, losses, expenses, and reasonable attorneys’ fees and appellate attorneys’ fees (including any such fees and expenses incurred in enforcing this indemnity) resulting from, arising out of, or in any way connected its Subsidiaries with breach or alleged breach by Tenant of the provisions of the preceding paragraph terms of this ParagraphAgreement and to conduct such environmental assessments and audits as Agent shall deem advisable to facilitate such verification; provided, including but not limited to monetary damageshowever, expensesBORROWER AND ITS SUBSIDIARIES HEREBY ACKNOWLEDGE THAT ALL HAZARDOUS MATERIAL HANDLING PRACTICES AND ENVIRONMENTAL PRACTICES AND PROCEDURES ARE THE SOLE RESPONSIBILITY OF THE BORROWER AND ITS SUBSIDIARIES, injury to or the death of any person AND THE BORROWER AND ITS SUBSIDIARIES HAVE FULL DECISION-MAKING POWER WITH RESPECT THERETO. BORROWER AND ITS SUBSIDIARIES FURTHER ACKNOWLEDGE THAT NEITHER THE AGENT NOR ANY LENDER IS AN ENVIRONMENTAL CONSULTANT, ENGINEER, INVESTIGATOR OR INSPECTOR OF ANY TYPE WHATSOEVER. NO ACT (including that of any Indemnified PartyOR DECISION NOT TO ACT) or physical damage to property of any kind wherever located and by whomever owned OF THE AGENT OR ANY LENDER RELATED TO THIS AGREEMENT OR ANY LOAN DOCUMENT SHALL GIVE RISE TO ANY OBLIGATION OR LIABILITY ON THE PART OF THE AGENT OR ANY LENDER WITH RESPECT TO ENVIRONMENTAL MATTERS. IN NO EVENT SHALL ANY INFORMATION OBTAINED FROM THE AGENT OR ANY LENDER OR THEIR RESPECTIVE AGENTS PURSUANT TO THIS AGREEMENT OR ANY LOAN DOCUMENT CONCERNING THE ENVIRONMENTAL CONDITION OF THE REALTY OR OTHER PROPERTY BE CONSIDERED BY THE BORROWER OR ANY SUBSIDIARY (including that of any Indemnified PartyOR ANY OTHER RECIPIENT OF SAID INFORMATION) arising out of or in any way connected with the presence onAS CONSTITUTING LEGAL OR ENVIRONMENTAL CONSULTING, in or under the Premises of any asbestosENGINEERING, polychlorinated biphenyls INVESTIGATING OR INSPECTING ADVICE, AND NEITHER THE BORROWER NOR ANY OF ITS SUBSIDIARIES (PCB’sNOR ANY OTHER RECIPIENT OF SAID INFORMATION) or the generation, handling, storage or disposal of any hazardous substances or hazardous wastes in violation of the provisions of the preceding paragraph of this ParagraphSHALL RELY ON SAID INFORMATION. This indemnification is an independent covenant and shall survive the termination of this LeaseTHE RESPONSIBILITY FOR COMPLIANCE WITH ENVIRONMENTAL LAWS RESTS SOLELY WITH THE BORROWER AND ITS SUBSIDIARIES.

Hazardous Wastes. Tenant shall not cause, or allow any of Tenant's Parties to cause, any Hazardous Materials to be used, generated, stored or disposed of on or about the Premises, the Building or the Project. As a material inducement for Landlord to enter into used in this Lease, Tenant represents "Hazardous Materials" shall include, but not be limited to, hazardous, toxic and warrants that Tenant will maintain radioactive materials and use those substances defined as "hazardous substances," "hazardous materials ... hazardous wastes," "toxic substances," or other similar designations in any federal, state, or local law, regulation, or ordinance. Landlord shall have the right at all reasonable times to inspect the Premises free and to conduct tests and investigations to determine whether Tenant is in compliance with the foregoing provisions, the costs of all such inspections, tests and investigations to be borne by ▇▇▇▇▇▇. Tenant shall indemnify, defend, protect and hold Landlord harmless from contamination and against all liabilities, losses, costs and expenses, demands, causes of action, claims or judgments directly or indirectly arising out of the use, generation, storage or disposal of Hazardous Materials by Tenant or from any “hazardous substances” or “hazardous wastes” (as such terms are defined and/or used in applicable state or federal law or the regulations issued under themof Tenant's Parties, includingwhich indemnity shall include, without limitation, the federal Comprehensive Environmental Responsecost of any required or necessary repair, Compensation and Liability Act (“CERCLA”) cleanup or detoxification, and the Resource Conservation and Recovery Act (“RCRA”). Tenant shall not engage in or permit any tenant or subtenant of Tenant under any lease or Lease affecting the Premises to engage in operations at or upon the Premises which involve the generation, manufacture, refining, transportation, treatment, storage, handling or disposal of hazardous substances or hazardous wastes except in strict compliance with all federal, state and local laws, regulations and rules and under and in compliance with all required permits. Tenant further covenants that it will not cause or permit to exist as a result of an intentional or unintentional action or omission on its part or on the part preparation of any tenant closure or subtenant of Tenant under any lease affecting other required plans, whether such action is required or necessary prior to or following the Premises, the releasing, spilling, leaking, pumping, pouring, emitting, emptying or dumping from, on or about the Premises of any such hazardous substances or hazardous wastes. Tenant agrees to indemnify and hold harmless Landlord and Lessor, its subsidiaries and affiliates, and any officer, director, shareholder, employee, or any agent of Landlord or its affiliates, subsidiaries, successors or assigns (collectively, the “Indemnified Parties”), from any and all liability, damages, costs, claims, suits, actions, legal or administrative proceedings, interest, losses, expenses, and reasonable attorneys’ fees and appellate attorneys’ fees (including any such fees and expenses incurred in enforcing this indemnity) resulting from, arising out of, or in any way connected with breach or alleged breach by Tenant of the provisions of the preceding paragraph termination of this ParagraphLease. Neither the written consent by ▇▇▇▇▇▇▇▇ to the use, including but not limited to monetary damages, expenses, injury to or the death of any person (including that of any Indemnified Party) or physical damage to property of any kind wherever located and by whomever owned (including that of any Indemnified Party) arising out of or in any way connected with the presence on, in or under the Premises of any asbestos, polychlorinated biphenyls (PCB’s) or the generation, handling, storage or disposal of any hazardous substances or hazardous wastes in violation Hazardous Materials nor the strict compliance by Tenant with all laws pertaining to Hazardous Materials shall excuse Tenant from Tenant's obligation of indemnification pursuant to this Paragraph 4.D. Tenant's,obligations pursuant to the provisions of the preceding paragraph of this Paragraph. This indemnification is an independent covenant and foregoing indemnity shall survive the termination of this Lease.. RULES AND REGULATIONS

Hazardous Wastes. There are no Hazardous Materials on the Property in violation of any applicable federal, state, county, municipal, or other applicable environmental laws, ordinances, regulations, orders, directives, or other requirements of such governmental authorities. (“Environmental Requirements”). Seller has not received written notice concerning any alleged violation of Environmental Requirements. As a material inducement for Landlord to enter into this Leaseused herein, Tenant represents and warrants that Tenant will maintain and use the Premises free from contamination term “Hazardous Substances” shall mean any hazardous, toxic, or radioactive substances, materials, or wastes, pollutants or contaminants, as defined, listed or regulated by any federal, state, or from any “hazardous substances” local law, regulation or “hazardous wastes” (as such terms are defined and/or used in applicable state or federal law or the regulations issued under them, order including, without limitation, asbestos or asbestos-containing building materials and PCBs. Each of the federal Comprehensive Environmental ResponseSeller representations and warranties contained in this Agreement shall survive the Closing for six months following the Closing Date. All of the Seller’s representations and/or warranties contained herein shall automatically be null and void and of no further force and effect after the date which six months following the Closing Date unless, Compensation prior to the end of such three month period, Purchaser shall have commenced a legal proceeding against Seller, alleging a breach of such representation or warranty when made, and Liability Act that Purchaser has suffered actual damages as a result thereof. Notwithstanding anything to the contrary contained in this Agreement, to the extent that Purchaser obtains knowledge or documentation prior to Closing that any of Seller’s representations or warranties were untrue when made in any material respect. Purchaser’s sole and exclusive remedy as a result thereof shall be to terminate this Agreement and receive a refund of ▇▇▇▇▇▇▇ Money (thereby waiving all rights to seek and recover damages against Seller with respect to any such misrepresentation of which Purchaser is deemed to have knowledge), and thereafter, Purchaser and Seller shall have no further rights or obligations under this Agreement to survive the termination hereof; and if, notwithstanding such breach of a representation, Purchaser elects to close the transaction contemplated by this Agreement, Purchaser shall be deemed to have waived its rights to recover damages from Seller following the Closing with respect to any such misrepresentation of which Purchaser is deemed to have knowledge. Purchaser agrees that it is conducting its own investigations and inquiries as to the Property, which is (except as expressly provided for in this Agreement) being sold on an “CERCLA”as is, where is” basis, as further provided in Section 17 below. Therefore, Seller’s liability for any breach of a representation or warranty contained in this Agreement shall in no event exceed Three Hundred Thousand and no/100 Dollars ($300,000) and (the Resource Conservation and Recovery Act (“RCRASeller’s Maximum Liability”). Tenant shall not engage in or permit any tenant or subtenant of Tenant under any lease or Lease affecting the Premises to engage in operations at or upon the Premises which involve the generation, manufacture, refining, transportation, treatment, storage, handling or disposal of hazardous substances or hazardous wastes except in strict compliance with all federal, state The terms and local laws, regulations and rules and under and in compliance with all required permits. Tenant further covenants that it will not cause or permit to exist as a result of an intentional or unintentional action or omission on its part or on the part of any tenant or subtenant of Tenant under any lease affecting the Premises, the releasing, spilling, leaking, pumping, pouring, emitting, emptying or dumping from, on or about the Premises of any such hazardous substances or hazardous wastes. Tenant agrees to indemnify and hold harmless Landlord and Lessor, its subsidiaries and affiliates, and any officer, director, shareholder, employee, or any agent of Landlord or its affiliates, subsidiaries, successors or assigns (collectively, the “Indemnified Parties”), from any and all liability, damages, costs, claims, suits, actions, legal or administrative proceedings, interest, losses, expenses, and reasonable attorneys’ fees and appellate attorneys’ fees (including any such fees and expenses incurred in enforcing this indemnity) resulting from, arising out of, or in any way connected with breach or alleged breach by Tenant of the provisions of the preceding paragraph of this Paragraph, including but not limited to monetary damages, expenses, injury to or the death of any person (including that of any Indemnified Party) or physical damage to property of any kind wherever located and by whomever owned (including that of any Indemnified Party) arising out of or in any way connected with the presence on, in or under the Premises of any asbestos, polychlorinated biphenyls (PCB’s) or the generation, handling, storage or disposal of any hazardous substances or hazardous wastes in violation of the provisions of the preceding paragraph of this Paragraph. This indemnification is an independent covenant and Section 5 shall survive the closing of the transactions hereunder or the earlier termination of this LeaseAgreement.