Common use of ISRA Compliance Clause in Contracts

ISRA Compliance. (a) Tenant hereby represents and warrants to Landlord that as of the date hereof Tenant’s North American Industrial Classification System Number (“NAICS Number”) applicable to Tenant’s business is 454111 — electronic shopping, which is not subject to ISRA. Throughout the Lease Term and any renewals thereof, as the case may be, Tenant shall not change Tenant’s Permitted Use at the Leased Premises in a manner that shall result in a change of Tenant’s NAICS Number to a NAICS Number subject to ISRA without obtaining consent of Landlord, which consent Landlord shall have the right to withhold in its sole discretion; any amendment to ISRA that would subject the Permitted Use to the requirements of ISRA shall not constitute a breach of this provision or this Lease by Tenant. In the event any use of or operations at the Leased Premises shall become subject to the provisions of ISRA (but in no event is Landlord consenting to such use or operations, which is expressly prohibited), then Tenant shall, at Tenant’s own expense, comply with ISRA prior to the expiration or earlier termination of this Lease. Tenant’s obligations under ISRA shall arise if there is a triggering event which triggers the applicability of ISRA, regardless of whether triggered by Landlord or Tenant, including, without limitation, a closing of operations, a transfer of ownership or operations, or a change in ownership at or otherwise affecting the Leased Premises pursuant to ISRA. Provided this Lease is not previously cancelled or terminated by either party or by operation of Laws, Tenant shall commence its submission to the NJDEP in anticipation of the end of this Lease no later than six (6) months prior to the expiration of this Lease. If applicable, because a triggering event is unrelated to a cessation of operations by Tenant, Tenant shall comply with ISRA prior to the closing of such triggering event, and shall, at its own cost and expense, undertake and complete all filings including, without limitation, entering into a Remediation Certification with the NJDEP and posting a remediation funding source satisfactory to the NJDEP and Landlord so that the closing of the triggering event may move forward as scheduled, and thereafter Tenant shall complete compliance with ISRA in accordance with the terms and conditions of this Lease and all applicable Laws. (b) Upon notice of a triggering event pursuant to ISRA or the cessation of Tenant’s operations or no later than six (6) months prior to the expiration of this Lease, if requested by Landlord, Tenant shall promptly provide to Landlord a certification (the “Certification”) upon which Landlord may rely, that shall be in form and substance reasonably satisfactory to Landlord, which Certification shall identify facts to establish that ISRA does not apply to Tenant’s operations. Upon notice of Landlord’s triggering event pursuant to ISRA (i.e., transfer or change of ownership), if requested by Landlord, Tenant shall promptly provide to Landlord a Certification upon which Landlord may rely, that shall be in the form and substance reasonably satisfactory to Landlord, which Certification shall identify facts to establish that ISRA does not apply to Tenant’s operations, provided that Landlord shall reimburse Tenant’s reasonable costs and expenses related to its preparation of such Certification, including attorneys’ fees, not to exceed $5,000.00.

ISRA Compliance. (a) Tenant hereby represents Ferro shall actively and warrants diligently, at its sole cost and expense, take any and all actions necessary to Landlord that comply with ISRA as it applies to the sale or transfer of the date hereof Tenant’s North American Industrial Classification System Number Sold Assets pursuant to this Agreement and secure a response action outcome (“NAICS NumberXXX”) applicable to Tenant’s business for all property comprising such Sold Real Property issued by a licensed site remediation professional (“LSRP”) (as defined by ISRA) under and in accordance with ISRA that is 454111 — electronic shoppingeither unconditional or conditioned on the imposition of Land Use Covenant and Restrictions as provided in Section 9.12(d). Without limiting the generality of the foregoing, which is not subject to ISRA. Throughout the Lease Term and any renewals thereofFerro shall, as appropriate and necessary under ISRA as it applies to the case may besale or transfer of the Sold Assets pursuant to this Agreement, Tenant (i) timely file a General Information Notice with NJDEP listing Ferro as the responsible party under ISRA, (ii) prepare and file an LSRP retention notice (as defined under ISRA), (iii) prepare and file a completed Remediation Certification (as defined under ISRA), (iv) prepare and submit a Preliminary Assessment (as defined under ISRA), (v) prepare and submit, if required under ISRA, a Site Investigation (as defined under ISRA), (vi) conduct and submit, if required under ISRA, a Remedial Investigation (as defined under ISRA) and a Remedial Action Workplan (as defined under ISRA), (vii) if required under ISRA, obtain from NJDEP Remedial Action Permits (as defined under ISRA), (viii) establish and maintain adequate financial assurance as required under ISRA, and (ix) secure an XXX that is either unconditional or conditioned on the imposition of Land Use Covenants and Restrictions as provided in Section 9.12(d). (b) Ferro shall not change Tenantbe responsible for all costs and expenses required to comply with ISRA as it applies to the sale or transfer of the Sold Assets pursuant to this Agreement, including all such costs and expenses related to the preparation and filing of ISRA related documents/forms, investigation and remediation of areas of environmental concern, all NJDEP filing/review fees, NJDEP surcharges, all costs and expenses of establishing and maintaining adequate financial assurance and all costs and expenses of attorneys related to such activities, LSRPs, environmental consultants and engineers retained by Sellers to comply with ISRA, provided, Buyer shall be responsible for its own cost and expenses in connection with monitoring Ferro’s Permitted Use at compliance with ISRA. (c) Subject to and in accordance with the Leased Premises requirements and conditions contained in a manner that shall result in a change of Tenant’s NAICS Number Section 10.06(f), Buyer hereby grants to a NAICS Number subject to ISRA without obtaining consent of LandlordFerro and Solutia Inc. and their respective officers, which consent Landlord shall have directors, partners, employees, agents, representatives, successors 61 and assigns, consultants and contractors the right to withhold enter upon the Sold Real Property upon reasonable advance notice in its sole discretion; order to perform or monitor the work necessary for Solutia and Ferro to comply with their respective ISRA obligations and Solutia’s Resource Conservation and Recovery Act (RCRA) and Hazardous and Solid Waste Amendments (“HSWA”) obligations. If any amendment portion of the Sold Real Property suffers any damage caused by Ferro, Solutia or their consultants or contractors pursuant to ISRA that would subject this access, including damage arising from sampling or testing conducted at the Permitted Use Sold Real Property, Ferro shall reasonably repair such damage and restore the Sold Real Property substantially to the requirements same condition that existed immediately prior to such damage. (d) Buyer shall reasonably cooperate with Ferro to minimize to the extent commercially reasonable the costs incurred by Ferro associated with Ferro’s ISRA obligations. Buyer acknowledges that in connection with, and as a condition of, the issuance of ISRA a written notice from a Governmental Authority indicating no further action is required or an XXX from an LSRP, or an equivalent approval of the environmental condition of the Sold Real Property, the use of the Sold Real Property may be restricted to commercial/industrial uses only, or restrictions may be imposed on the withdrawal or use of groundwater (provided, however, Ferro shall not constitute a breach of this provision or this Lease by Tenant. In be permitted to impose and Buyer shall not be required to accept any restrictions on the event any continued use of facility production water xxxxx except, Ferro may impose and Buyer shall accept restrictions prohibiting use for potable purposes), obligations may be imposed on the installation and/or maintenance of suitable ground cover, monitoring and/or reporting may be required of engineered barriers, and/or there may be other restrictions imposed through the use of Land Use Covenants and Restrictions. Buyer shall accept any such reasonable Land Use Covenants and Restrictions and shall promptly execute and record any deed notices and other appropriate documents in connection therewith as Ferro may request; provided, however, that such Land Use Restrictions and Covenants comply in all respects with ISRA, do not interfere in any material respect with the continued utilization of the Sold Real Property by Buyer for industrial uses as occurring and situated/configured on the Closing Date, including any projects or operations at improvements contemplated in any of Ferro’s written 2014 through 2018 budgets or capital plans, and do not restrict the Leased Premises shall become subject continued use of facility production water xxxxx other than restrictions prohibiting use for potable purposes. (e) So long as Ferro is in compliance with Section 9.12, Buyer will not knowingly or intentionally advocate any position with NJDEP or any Governmental Authority that is in conflict in any material respect with any position Ferro has taken with NJDEP or any Governmental Authority with respect to the provisions of ISRA (but in no event Response Actions for which Ferro is Landlord consenting to such use or operations, which is expressly prohibited), then Tenant shall, at Tenant’s own expense, comply responsible for under this Agreement with ISRA prior respect to the expiration Sold Real Property in New Jersey; provided, however, nothing herein shall prevent Buyer from making factual statements required to respond to requests from any Governmental Authority or earlier termination of this Lease. Tenantrequired by applicable Law. (f) Notwithstanding anything to the contrary herein, Ferro’s obligations under this Section 9.12 shall terminate upon receipt of (i) a written notice from an applicable Governmental Authority with controlling jurisdiction and authority over the 62 Sold Real Property in New Jersey indicating no further action is required for the Sold Real Property for the ISRA shall arise if there is a triggering event which triggers proceeding related to the applicability of ISRA, regardless of whether triggered by Landlord sale or Tenant, including, without limitation, a closing of operations, a transfer of ownership or operationsthe Sold Assets pursuant to this Agreement, or (ii) an XXX by an LSRP as provided in Section 9.12(a) and/or an applicable Governmental Authority with controlling jurisdiction and authority. (g) Until the issuance of a change formal written notice from an applicable Governmental Authority indicating that no further action is required or the issuance of a XXX from a LSRP covering the Sold Real Property in ownership at or otherwise affecting the Leased Premises pursuant to ISRA. Provided this Lease is not previously cancelled or terminated New Jersey as required by either party or by operation of LawsSection 9.12(a), Tenant shall commence its submission to the NJDEP in anticipation of the end of this Lease no later than six (6) months prior to the expiration of this Lease. If applicable, because a triggering event is unrelated to a cessation of operations by Tenant, Tenant shall comply with ISRA prior to the closing of such triggering event, and shallFerro agrees, at its own cost and expense, undertake to comply with any monitoring, maintenance, financial assurance and complete all filings reporting requirements pursuant to Environmental Laws for any Engineering Controls, Institutional Controls, classification exception areas and well restriction areas utilized as part of the remedial actions at the Sold Real Property in New Jersey in connection with Ferro's ISRA obligations, including, without limitation, entering into a Remediation Certification with being named as the NJDEP and posting a remediation funding source satisfactory to the NJDEP and Landlord so that the closing of the triggering event may move forward as scheduled, and thereafter Tenant shall complete primary lead responsible party for compliance with ISRA in accordance with the terms and conditions of any Remedial Action Permits issued by NJDEP pursuant to N.J.A.C. 7:26C-7.4 to 7.13 (collectively, the “Post-Remediation Obligations”). After the issuance of a formal written notice from an applicable Governmental Authority indicating no further action is required or a XXX from a LSRP covering the Sold Real Property in New Jersey, Buyer agrees, at its own cost, to comply with the Post-Remediation Obligations, including amending any existing Remedial Action Permits issued pursuant to N.J.A.C. 7:26C-7.4 to 7.13 with NJDEP such that Buyer shall replace Ferro and become designated as the primary lead responsible party for compliance with the terms and conditions of any Remedial Action Permits issued by NJDEP, provided, however, nothing in this Lease and all applicable LawsSection 9.12(g) shall affect Ferro’s obligation to indemnify Buyer pursuant to Article X for the Excluded Liabilities or for breaches of representations, warranties or covenants (other than ISRA obligations covered by this Section 9.12(g)). (bh) Upon notice To the extent Buyer or any of its agents, contractors, licensees or invitees (not including Ferro, Solutia Inc. and their consultants or contractors) contributes in any greater than a triggering event de minimis respect to, exacerbates in any greater than a de minimis respect or causes any new Release of Hazardous Materials after the Closing Date which increase Ferro’s or Solutia Inc.’s cost to comply with ISRA, RCRA or HSWA relative to conditions existing as of the Closing, Buyer shall reimburse Ferro or Solutia Inc., as applicable, for the incremental reasonable out-of-pocket increased cost to comply. (i) If Buyer transfers all or any portion of the Sold Assets in New Jersey or the related business subject to ISRA, RCRA or HSWA to any other Person, Buyer shall require such other Person to accept and agree to assume the obligations and liabilities of Buyer set forth in Section 9.12(c), (d), (e), (g), (h), (i) and (j). (j) Notwithstanding anything to the contrary herein, Buyer shall reasonably cooperate with Ferro and take all commercially reasonable actions necessary to preserve and facilitate recovery pursuant to ISRA or Solutia Inc.'s indemnification obligations and to preserve and facilitate Solutia Inc.’s ISRA, RCRA and HSWA obligations under Article 10 of the cessation of Tenant’s operations or no later than six (6) months prior June 21, 2000 Asset Purchase Agreement and/or 63 pursuant to the expiration of this LeaseMarch 30, if requested by Landlord2010 Letter Agreement between Ferro and Solutia Inc. (collectively, Tenant shall promptly provide to Landlord a certification (the “CertificationSolutia Agreement”) upon which Landlord may rely). With respect to the time period after Closing, that Buyer shall be in form comply, at its sole cost and substance reasonably satisfactory to Landlordexpense, which Certification shall identify facts to establish that ISRA does not apply to Tenant’s operations. Upon notice with all obligations of Landlord’s triggering event pursuant to ISRA (i.e.Ferro and its successors and assigns arising under Sections 10.3, transfer or change of ownership)10.4, if requested by Landlord, Tenant shall promptly provide to Landlord a Certification upon which Landlord may rely, that shall be in the form 10.5 and substance reasonably satisfactory to Landlord, which Certification shall identify facts to establish that ISRA does not apply to Tenant’s operations, provided that Landlord shall reimburse Tenant’s reasonable costs and expenses related to its preparation 10.6.4 of such CertificationJune 21, including attorneys’ fees2000 Asset Purchase Agreement and under Sections 1.c.iv, not 1.f and 13 of such March 30, 2010 Letter Agreement in connection with the Sold Real Property in New Jersey. Ferro shall reasonably cooperate with Buyer and take commercially reasonable actions, subject to exceed $5,000.00reimbursement from Buyer for out-of-pocket costs incurred by Ferro, to enforce Solutia Inc.’s obligations under the Solutia Agreement with respect to any open or unresolved historic ISRA, RCRA or HSWA proceedings involving the Sold Real Property in New Jersey.

ISRA Compliance. In connection with the termination of this lease or Tenant's operations hereunder or the change of ownership or other status of Tenant or other person acting by, through or under Tenant or Landlord, or the sale of the Premises by Landlord, the Tenant shall obtain ISRA clearance, which for the purpose of this lease means that Tenant shall either (a) Tenant hereby represents obtain from the NJDEP a "Letter of Non-Applicability," or (b) submit to and warrants obtain the approval by the NJDEP of a "Negative Declaration" or (c) obtain the issuance by NJDEP of a "No Further Action Letter" pursuant to Landlord that as ISRA and applicable regulations, guidance and guidelines implementing ISRA ("ISRA Requirements") and the Environmental Requirements. As part of the date hereof Tenant’s North American Industrial Classification System Number its obligation to obtain either a "Letter of Non-Applicability," a "Negative Declaration" or a "No Further Action Letter" (“NAICS Number”) applicable to Tenant’s business is 454111 — electronic shopping, which is not subject to ISRA. Throughout the Lease Term and any renewals thereof, as the case may be"ISRA Compliance"), Tenant shall prepare and submit to NJDEP a General Information Notice and perform and report to NJDEP on, as appropriate, a Preliminary Site Assessment, a Site Investigation, a Remedial Investigation and a Remedial Action Workplan. Tenant shall also, as part of its compliance with ISRA Requirements, obtain and maintain a remediation funding source in form and amount acceptable to NJDEP. The Tenant agrees not change Tenant’s Permitted Use to submit any Remedial Action Workplan (or its regulatory equivalent) which would return the Premises to the Landlord at the Leased Premises end of the Term in a manner that shall result in a change condition which includes the presence of Tenant’s NAICS Number Hazardous Substances which were not Existing Conditions. In any event and notwithstanding any provision to a NAICS Number subject the contrary herein, with respect to ISRA without obtaining consent of Landlord, which consent Existing Conditions the Landlord shall have the right sole and exclusive responsibility to withhold in its sole discretion; any amendment to ISRA that would subject the Permitted Use to the requirements of ISRA shall not constitute a breach of this provision or this Lease by Tenant. In the event any use of or operations at the Leased Premises shall become subject to the provisions of ISRA (but in no event is Landlord consenting to such use or operations, which is expressly prohibited), then Tenant shall, at Tenant’s own expense, comply with ISRA prior to the expiration or earlier termination of this Lease. Tenant’s obligations under ISRA shall arise if there is a triggering event which triggers the applicability of ISRA, regardless of whether triggered by Landlord or Tenant, including, without limitation, a closing of operations, a transfer of ownership or operations, or a change in ownership at or otherwise affecting the Leased Premises pursuant to ISRA. Provided this Lease is not previously cancelled or terminated by either party or by operation of Laws, Tenant shall commence its submission to the NJDEP in anticipation of the end of this Lease no later than six (6) months prior to the expiration of this Lease. If applicable, because a triggering event is unrelated to a cessation of operations by Tenant, Tenant shall comply with ISRA prior to the closing of such triggering event, and shall, at its own cost and expenseexpense with any Environmental Laws, undertake and complete all filings includingincluding ISRA, without limitation, entering into a Remediation Certification in connection with the NJDEP and posting a remediation funding source satisfactory to Premises, the NJDEP and Landlord so that the closing of the triggering event may move forward as scheduled, and thereafter Tenant shall complete compliance with ISRA in accordance with the terms and conditions termination of this Lease and all applicable Laws. (b) Upon notice lease, any sale or other change in status of a triggering event pursuant to ISRA Landlord or Tenant, the cessation of Tenant’s 's operations on the Premises or no later than six (6) months prior to the expiration of this Lease, if requested by Landlord, Tenant shall promptly provide to Landlord in connection with a certification (the “Certification”) upon which Landlord may rely, that shall be change in form and substance reasonably satisfactory to Landlord, which Certification shall identify facts to establish that ISRA does not apply to Tenant’s operations. Upon notice ownership of Landlord’s triggering event pursuant to ISRA (i.e., transfer or change of ownership), if requested by Landlord, Tenant shall promptly provide to Landlord a Certification upon which Landlord may rely, that shall be 's interest in the form and substance reasonably satisfactory to Landlord, which Certification shall identify facts to establish that ISRA does not apply to Tenant’s operations, provided that Landlord shall reimburse Tenant’s reasonable costs and expenses related to its preparation of such Certification, including attorneys’ fees, not to exceed $5,000.00Premises.

ISRA Compliance. (a) Tenant hereby represents With respect to the Carlstadt Facility and warrants the Transactions, the Seller shall, before the Closing Date, retain an LSRP and either (i) achieve Compliance with ISRA; or (ii) submit to Landlord that as of the date hereof Tenant’s North American Industrial Classification System Number (“NAICS Number”) applicable NJDEP an ISRA remediation certification, with respect to Tenant’s business is 454111 — electronic shopping, which is not subject the Carlstadt Facility and the Transactions related to ISRAthe Carlstadt Facility. Throughout Arde and the Lease Term and any renewals thereof, Seller shall be designated as the case may beresponsible parties under such Remediation Certification, Tenant shall not change Tenant’s Permitted Use at with the Leased Premises in a manner that shall result in a change of Tenant’s NAICS Number to a NAICS Number subject to ISRA without obtaining consent of Landlord, which consent Landlord shall have Seller being designated as the right to withhold in its sole discretion; any amendment to ISRA that would subject the Permitted Use to the requirements of ISRA shall not constitute a breach of this provision or this Lease by TenantLead Party. In the event any use the Seller or Arde does not achieve Compliance with ISRA with respect to the Carlstadt Facility before the Closing Date, the Seller shall, pursuant to the terms and conditions of this Section 6.16 and Section 9.7, take all actions necessary to achieve Compliance with ISRA after the Closing Date. If required in connection with the submission of the Remediation Certification, the Seller shall, on or operations before the Closing Date, obtain and post or execute, and from and after the Closing Date maintain at the Leased Premises shall become subject to the provisions of ISRA (but in no event is Landlord consenting to such use or operations, which is expressly prohibited), then Tenant shall, at TenantSeller’s own expense, comply with ISRA prior to the expiration or earlier termination of this Lease. Tenant’s obligations under ISRA shall arise if there is a triggering event which triggers the applicability of ISRA, regardless of whether triggered by Landlord or Tenant, including, without limitation, a closing of operations, a transfer of ownership or operations, or a change in ownership at or otherwise affecting the Leased Premises pursuant to ISRA. Provided this Lease is not previously cancelled or terminated by either party or by operation of Laws, Tenant shall commence its submission to the NJDEP in anticipation of the end of this Lease no later than six (6) months prior to the expiration of this Lease. If applicable, because a triggering event is unrelated to a cessation of operations by Tenant, Tenant shall comply with ISRA prior to the closing of such triggering event, and shall, at its own sole cost and expenseexpense in full force and effect until released by the NJDEP, undertake and complete all filings including, without limitation, entering into a Remediation Certification with the NJDEP and posting a remediation funding source satisfactory (as such term is defined under ISRA) required under such Remediation Certification to secure the performance of Arde’s and the Seller’s ISRA compliance obligations with respect to the NJDEP Carlstadt Facility. Any such remediation funding source shall be satisfactory in form and Landlord so that substance to the closing NJDEP. (b) The Seller shall pay and be responsible for all ISRA Compliance Costs incurred in connection with Arde’s and the Seller’s obligation to achieve Compliance with ISRA. (c) In the event the Seller is required to perform any Remedial Actions at the Carlstadt Facility following the Closing Date in order to achieve Compliance with ISRA, the Seller agrees to perform such Remedial Actions in accordance with the provisions of Section 9.7, Seller’s rights, obligations and responsibilities of the triggering event may move forward as scheduled“Lead Party” under Section 9.7(e), and thereafter Tenant shall complete the Access Agreement. Without limiting or affecting the applicable provisions of Section 9.7 or the Access Agreement, but by way of supplementation thereto solely with respect to the Seller’s ISRA compliance at the Carlstadt Facility, the Seller agrees to: (i) perform, and cause all consultants and contractors, including its LSRP, to perform, such Remedial Actions in a workmanlike manner and consistent with applicable Environmental Laws; (ii) comply with all Environmental Laws applicable to the implementation of such Remedial Actions at the Carlstadt Facility and obtain all Environmental Permits in order to implement such Remedial Actions at the Carlstadt Facility; and (iii) promptly provide the Buyer and Arde with copies of all documents related to the Seller’s actions to achieve Compliance with ISRA in accordance with the terms and conditions applicable provisions of this Lease and all applicable Laws. (b) Upon notice Section 9.7(d), including copies of such documents deemed to be final by its LSRP, but not intended to be submitted or certified to the NJDEP by its LSRP until a triggering event pursuant to later date as required under ISRA or the cessation of Tenant’s operations or no later than six (6) months prior to the expiration of this Lease, if requested by Landlord, Tenant shall promptly provide to Landlord a certification (the “Certification”) upon which Landlord may rely, that shall be in form and substance reasonably satisfactory to Landlord, which Certification shall identify facts to establish that ISRA does not apply to Tenant’s operations. Upon notice of Landlord’s triggering event pursuant to ISRA (i.e., transfer or change of ownership), if requested by Landlord, Tenant shall promptly provide to Landlord a Certification upon which Landlord may rely, that shall be in the form and substance reasonably satisfactory to Landlord, which Certification shall identify facts to establish that ISRA does not apply to Tenant’s operations, provided that Landlord shall reimburse Tenant’s reasonable costs and expenses related to its preparation of such Certification, including attorneys’ fees, not to exceed $5,000.00SRRA.

ISRA Compliance. (a) Tenant hereby represents and warrants After the Closing, the Seller shall take all action necessary to Landlord that as of the date hereof Tenant’s North American Industrial Classification System Number (“NAICS Number”) applicable to Tenant’s business is 454111 — electronic shopping, which is not subject to ISRA. Throughout the Lease Term and any renewals thereof, as the case may be, Tenant shall not change Tenant’s Permitted Use at the Leased Premises in a manner that shall result in a change of Tenant’s NAICS Number to a NAICS Number subject to ISRA without obtaining consent of Landlord, which consent Landlord shall have the right to withhold in its sole discretion; any amendment to ISRA that would subject the Permitted Use to the requirements of ISRA shall not constitute a breach of this provision or this Lease by Tenant. In the event any use of or operations at the Leased Premises shall become subject to the provisions of ISRA (but in no event is Landlord consenting to such use or operations, which is expressly prohibited), then Tenant shall, at Tenant’s own expense, comply with ISRA prior as it relates to the expiration or earlier termination of this Lease. Tenant’s obligations under ISRA property underlying the New Jersey Lease and the Sublease Agreement (the “Premises”) and shall arise if there is a triggering event which triggers the applicability of ISRAbear all fees and expenses relating thereto, regardless of whether triggered by Landlord or Tenant, including, including without limitation, any fees and expenses associated with any Funding Source and the remediation funding source surcharge; provided, that the Seller shall not be responsible for any obligations, fees or expenses that may arise after the Closing Date solely as a closing result of operationsthe actions of Purchaser on the Premises from and after the Closing Date. The Seller acknowledges that, prior to Closing, it has entered into a transfer of ownership or operations, or a change in ownership at or otherwise affecting the Leased Premises remediation agreement pursuant to ISRAN.J.S.A. 13:1K-9(e) (the “Remediation Agreement”), in form and substance reasonably acceptable to Purchaser. Provided this Lease is not previously cancelled or terminated by either party or by operation of LawsAfter the Closing, Tenant shall commence its submission to the NJDEP in anticipation of the end of this Lease no later than six (6) months prior to the expiration of this Lease. If applicable, because a triggering event is unrelated to a cessation of operations by Tenant, Tenant Seller shall comply with ISRA prior all requirements of the Remediation Agreement, including the provision of any Funding Source (as that term is used in relation to ISRA) required by such Remediation Agreement or the regulations of the NJDEP applicable to the closing of such triggering event, and shall, at its own cost and expense, undertake and complete all filings including, without limitation, entering into a Remediation Certification with the NJDEP and posting a remediation funding source satisfactory to the NJDEP and Landlord so that the closing of the triggering event may move forward as scheduled, and thereafter Tenant shall complete compliance with ISRA in accordance with the terms and conditions of this Lease and all applicable LawsSeller. (b) Upon notice Within thirty (30) days after the Closing Date, the Seller shall (and the Stockholders shall cause the Seller to) perform a Preliminary Assessment Report (as that term is used in relation to ISRA) of the Premises and shall promptly provide Purchaser with a triggering event pursuant to copy of the Preliminary Assessment Report. After performing the Preliminary Assessment Report, if applicable, the Seller shall submit a negative declaration with the NJDEP for approval. If, following the completion of the Preliminary Assessment Report, the NJDEP determines that any further environmental investigation or remedial action is required, the Seller shall (and the Stockholders shall cause the Seller to), at its sole cost and expense, perform all such further required investigation and/or remedial action, including the preparation and submission of any required remedial action workplan or financial assurances or funding sources required by ISRA or the cessation of TenantNJDEP, except for any such obligations, fees and expenses relating to Purchaser’s operations and use of the Premises from and after the Closing Date; provided, that the Seller shall not be responsible for any obligations, fees or no later expenses that may arise after the Closing Date solely as a result of the actions of Purchaser on the Premises from and after the Closing Date. (c) The Seller shall promptly provide Purchaser with copies of all documents received by the Seller from the NJDEP relating to the Premises. Not less than six three (63) months Business Days prior to the expiration filing of this Leaseany documents with the NJDEP relating to the Premises, if requested by Landlordthe Seller shall provide Purchaser with copies of all such documents proposed to be filed, Tenant shall promptly provide to Landlord a certification (the “Certification”) upon which Landlord may rely, that documents shall be subject to the review and comment of Purchaser. (d) If, prior to the Earn-Out Payment Date, the Seller shall not have received from the NJDEP (and subsequently delivered to Purchaser) a written approval of the Seller’s negative declaration as evidenced by a “No Further Action Letter” and “Covenant Not to Xxx” as to all areas of concern related to Premises (other than those arising after the Closing Date solely as a result of the actions of Purchaser on the Premises from and after the Closing Date), then Purchaser shall have the right, subject to providing notice to the Seller in form accordance with Section 3.3(e), to offset or otherwise withhold a reasonable amount of the Earn-Out Payment, estimated in good faith by Purchaser, to comply with ISRA and substance reasonably satisfactory protect Purchaser from any Liability that may be attributable to Landlord, which Certification shall identify facts to establish that ISRA does not apply to Tenant’s operations. Upon notice of Landlord’s triggering event Purchaser pursuant to ISRA (i.e., transfer or change other than those Liabilities arising after the Closing Date solely as a result of ownershipthe actions of Purchaser on the Premises from and after the Closing Date), if requested by Landlord, Tenant shall promptly provide to Landlord a Certification upon which Landlord may rely, that shall be in the form and substance reasonably satisfactory to Landlord, which Certification shall identify facts to establish that ISRA does not apply to Tenant’s operations, provided that Landlord shall reimburse Tenant’s reasonable costs and expenses related to its preparation of such Certification, including attorneys’ fees, not to exceed $5,000.00.

ISRA Compliance. (a) Tenant hereby represents and warrants to Landlord that as of the date hereof Tenant’s North American Industrial Classification System Number (“NAICS Number”) applicable to Tenant’s business is 454111 — electronic shopping, which is not subject to ISRA. Throughout the Lease Term and any renewals thereof, as the case may be, Tenant shall not change Tenant’s Permitted Use at the Leased Premises in a manner that shall result in a change of Tenant’s NAICS Number to a NAICS Number subject to ISRA without obtaining consent of Landlord, which consent Landlord shall have the right to withhold in its sole discretion; any amendment to ISRA that would subject the Permitted Use to the requirements of ISRA shall not constitute a breach of this provision or this Lease by Tenant. In the event any use of or operations at the Leased Premises shall become subject to the provisions of ISRA (but in no event is Landlord consenting to such use or operations, which is expressly prohibited), then Tenant shall, at Tenant’s own expense, comply with ISRA prior to the expiration or earlier termination of this Lease. Tenant’s obligations under ISRA shall arise if there is a triggering event which triggers the applicability of ISRA, regardless of whether triggered by Landlord or Tenant, including, without limitation, a closing of operations, a transfer of ownership or operations, or a change in ownership at or otherwise affecting the Leased Premises pursuant to ISRA. Provided this Lease is not previously cancelled or terminated by either party or by operation of Laws, Tenant shall commence its submission to the NJDEP in anticipation of the end of this Lease no later than six (6) months prior to the expiration of this Lease. If applicable, because a triggering event is unrelated to a cessation of operations by Tenant, Tenant shall comply with ISRA prior to the closing of such triggering event, and Seller shall, at its own sole cost and expense, undertake take any and complete all filings including, without limitation, entering into a Remediation Certification actions necessary to comply with the NJDEP and posting a remediation funding source satisfactory ISRA as it applies to the NJDEP and Landlord so that the closing sale of the triggering event may move forward as scheduledPurchased Assets pursuant to this Agreement, and thereafter Tenant shall complete compliance with as it applies to Seller’s obligations under existing ISRA in accordance with the terms and conditions of this Lease and all applicable Lawscase number E93605. (b) Upon Purchaser hereby grants to Seller and its consultants and contractors the right to enter upon the Owned Real Property upon reasonable advance notice in order to perform or monitor the work necessary for Seller to comply with its ISRA obligations. Seller shall take commercially reasonable steps to avoid unreasonably interfering with the operations of Purchaser at the Owned Real Property. If any portion of the Owned Real Property suffers any material damage caused by Seller or its consultants or contractors pursuant to this access, including damage arising from sampling or testing conducted at the Owned Real Property, Seller shall reasonably repair such damage and restore the Owned Real Property substantially to the condition that existed immediately prior to such damage. If Purchaser transfers all or any portion of the Owned Real Property subject to ISRA to any other Person, Purchaser shall require such other Person to (x) grant to Seller the same right of access set forth in this Section 6.07(b), and (y) further require any future transferee of any portion of the Owned Real Property to grant to Seller the same right of access set forth in this Section 6.07(b). (c) Purchaser shall reasonably cooperate with Seller to minimize costs incurred by Seller associated with Seller’s ISRA obligations, and Purchaser shall accept any Land Use Covenants and/or Land Use Restrictions and shall execute and record any deed notices and accept any Classification Exception Area designation for groundwater and otherwise execute and record all appropriate documents in connection therewith as Seller may request; provided, however, that such covenants, restrictions, and designations do not materially interfere with the continued utilization of the Owned Real Property for industrial uses as occurring and situated/configured at the time of Closing. (d) Notwithstanding anything to the contrary herein, (i) Seller’s obligations under this Section 6.07 to the extent triggered by the sale of Purchased Assets pursuant to this Agreement shall terminate upon receipt of a triggering event pursuant to ISRA written notice from a Governmental Authority indicating no further action is required (which notice may include a remediation in progress waiver), the issuance of a response action outcome (“XXX”), or the cessation receipt of Tenantany equivalent notice from a licensed site remediation professional and (ii) Seller’s operations obligations under this Section 6.07 with respect to existing ISRA case number E93605 shall terminate upon the issuance of an XXX or no later than six further action notice. (6e) months prior to If any such XXX, no further action notice or any equivalent notice referenced in Section 6.07(d) requires future monitoring, maintenance, reporting, and/or other requirements, including in connection with any Land Use Covenants and/or Land Use Restrictions, Remedial Action Permit or Classification Exception Area designation, then such monitoring, maintenance, reporting, and/or other requirements (excluding remediation), including in connection with any Land Use Covenants and/or Land Use Restrictions, Remedial Action Permit or Classification Exception Area designation, shall be performed by the expiration of this LeasePurchaser at Purchaser’s sole cost and expense, if requested by Landlord, Tenant and Purchaser shall promptly provide Seller with copies of all submittals and correspondence with any Governmental Authority relating thereto. (f) To the extent Purchaser or any of its agents, contractors, licensees or invitees (other than Seller and its contractors and agents) contributes to Landlord a certification (or exacerbates releases of or contamination by Hazardous Substances, or otherwise undertakes any construction, demolition or other actions which increase Seller’s cost to comply with ISRA relative to conditions existing as of the “Certification”) upon which Landlord may relyClosing, that shall be in form and substance reasonably satisfactory to Landlord, which Certification shall identify facts to establish that ISRA does not apply to Tenant’s operations. Upon notice of Landlord’s triggering event pursuant to ISRA (i.e., transfer or change of ownership), if requested by Landlord, Tenant shall promptly provide to Landlord a Certification upon which Landlord may rely, that shall be in the form and substance reasonably satisfactory to Landlord, which Certification shall identify facts to establish that ISRA does not apply to Tenant’s operations, provided that Landlord Purchaser shall reimburse Tenant’s reasonable costs and expenses related Seller for the incremental increased cost to its preparation comply with ISRA within ten (10) Business Days of such Certification, including attorneys’ fees, not to exceed $5,000.00receiving an invoice from Seller.

ISRA Compliance. In connection with the termination of this lease or Tenant's operations hereunder or the change of ownership or other status of Tenant or other person acting by, through or under Tenant or Landlord, or the sale of the Premises by Landlord, the Tenant shall obtain ISRA clearance, which for the purpose of this lease means that Tenant shall either (a) Tenant hereby represents obtain from the NJDEP a "Letter of Non-Applicability, " or (b) submit to and warrants obtain the approval by the NJDEP of a "Negative Declaration" or (c) obtain the issuance by NJDEP of a "No Further Action Letter" pursuant to Landlord that as ISRA and applicable regulations, guidance and guidelines implementing ISRA ("ISRA Requirements") and the Environmental Requirements. As part of the date hereof Tenant’s North American Industrial Classification System Number its obligation to obtain either a "Letter of Non-Applicability," a 'Negative Declaration" or a "No Further Action Letter" (“NAICS Number”) applicable to Tenant’s business is 454111 — electronic shopping, which is not subject to ISRA. Throughout the Lease Term and any renewals thereof, as the case may be"ISRA Compliance"), Tenant shall prepare and submit to NJDEP a General Information Notice and performance and report to NJDEP on, as appropriate, a Preliminary Site Assessment, a Site Investigation, a Remedial Investigation and a Remedial Action Workplan. Tenant shall also, as part of its compliance with ISRA Requirements, obtain and maintain a remediation funding source in form and amount acceptable to NJDEP. The Tenant agrees not change Tenant’s Permitted Use to submit any Remedial Action Workplan (or its regulatory equivalent) which would return the Premises to the Landlord at the Leased Premises end of the Term in a manner that shall result in a change condition which includes the presence of Tenant’s NAICS Number Hazardous Substances which were not Existing Conditions. In any event and notwithstanding any provision to a NAICS Number subject the contrary herein, with respect to ISRA without obtaining consent of Landlord, which consent Existing Conditions the Landlord shall have the right sole and exclusive responsibility to withhold in its sole discretion; any amendment to ISRA that would subject the Permitted Use to the requirements of ISRA shall not constitute a breach of this provision or this Lease by Tenant. In the event any use of or operations at the Leased Premises shall become subject to the provisions of ISRA (but in no event is Landlord consenting to such use or operations, which is expressly prohibited), then Tenant shall, at Tenant’s own expense, comply with ISRA prior to the expiration or earlier termination of this Lease. Tenant’s obligations under ISRA shall arise if there is a triggering event which triggers the applicability of ISRA, regardless of whether triggered by Landlord or Tenant, including, without limitation, a closing of operations, a transfer of ownership or operations, or a change in ownership at or otherwise affecting the Leased Premises pursuant to ISRA. Provided this Lease is not previously cancelled or terminated by either party or by operation of Laws, Tenant shall commence its submission to the NJDEP in anticipation of the end of this Lease no later than six (6) months prior to the expiration of this Lease. If applicable, because a triggering event is unrelated to a cessation of operations by Tenant, Tenant shall comply with ISRA prior to the closing of such triggering event, and shall, at its own cost and expenseexpense with any Environmental Laws, undertake and complete all filings includingincluding ISRA, without limitation, entering into a Remediation Certification in connection with the NJDEP and posting a remediation funding source satisfactory to Premises, the NJDEP and Landlord so that the closing of the triggering event may move forward as scheduled, and thereafter Tenant shall complete compliance with ISRA in accordance with the terms and conditions termination of this Lease and all applicable Laws. (b) Upon notice lease, any sale or other change in status of a triggering event pursuant to ISRA Landlord or Tenant, the cessation of Tenant’s 's operations on the Premises or no later than six (6) months prior to the expiration of this Lease, if requested by Landlord, Tenant shall promptly provide to Landlord in connection with a certification (the “Certification”) upon which Landlord may rely, that shall be change in form and substance reasonably satisfactory to Landlord, which Certification shall identify facts to establish that ISRA does not apply to Tenant’s operations. Upon notice ownership of Landlord’s triggering event pursuant to ISRA (i.e., transfer or change of ownership), if requested by Landlord, Tenant shall promptly provide to Landlord a Certification upon which Landlord may rely, that shall be 's interest in the form and substance reasonably satisfactory to Landlord, which Certification shall identify facts to establish that ISRA does not apply to Tenant’s operations, provided that Landlord shall reimburse Tenant’s reasonable costs and expenses related to its preparation of such Certification, including attorneys’ fees, not to exceed $5,000.00Premises.

ISRA Compliance. 31.1. Tenant agrees to comply with all applicable environmental laws, rules and regulations, as same are amended from time to time, including but not limited to, the New Jersey Industrial Site Remediation Act N.J.S.A. 13:1K-6 etseq. (a) “ISRA”). Tenant represents to Landlord that it shall not conduct any activity in the Premises which shall cause it to be considered an “industrial establishment”under ISRA, or otherwise subject the Premises to the requirements of compliance with ISRA and Tenant shall not conduct any operations that shall subject the Premises to ISRA. 31.2. Tenant hereby agrees to execute such documents as Landlord reasonably deems necessary and to make such applications as Landlord reasonably requires to assure compliance with ISRA; and without limiting the generality of the foregoing will provide Landlord within ten (10) business days of Landlord’s request for the same, an affidavit in support of a request for a non-applicability letter by Landlord in the form required tinder ISRA. Tenant shall bear all costs and expenses incurred by Landlord associated with any required ISRA compliance resulting from Tenant’s use of the Premises, including, but not limited to, state agency fees, engineering fees, cleanup costs, filing fees, and suretyship expenses. Tenant shall not be responsible for any fees if the need for the filing is triggered by the actions of Landlord or any party other than Tenant. As used in this Lease, ISRA compliance shall include applications for determinations of nonapplicability by the appropriate Governmental Authority upon the “closure, termination or transfer”of Tenant’s operations at the Premises. The foregoing undertaking shall survive the termination or sooner expiration of the Lease and surrender of the Premises and shall also survive sale, or lease or assignment of the Premises by Landlord. Tenant shall immediately provide Landlord with copies of all written correspondence, reports, notices, orders, findings, declarations and other materials pertinent to Tenant’s compliance with the New Jersey Department of Environmental Protection’s (“DEP”) requirements under ISRA as they are issued or received by the Tenant. 31.3. Tenant shall not generate, store, manufacture, refine, transport, treat, dispose of, or otherwise permit to be present on or about the Premises, any Hazardous Substances, beyond tolerance permitted under ISRA. As used herein, Hazardous Substances shall be defined as any “hazardous chemical,” “hazardous substance” or similar term as defined in the Comprehensive Environmental Responsibility Compensation and Liability Act, as amended (42 U.S.C. 9601, et seq.), the New Jersey Industrial Site Remediation Act, as amended (N.J.S.A. 13:1K-6 et seq.), the New Jersey Spill Compensation and Control Act, as amended (N.J.S.A. 58:10-23.11b, et seq.), any rules or regulations promulgated thereunder, or in any other applicable federal, state or local law, rule or regulation dealing with environmental protection. 31.4. Landlord represents and warrants to Landlord that as of Tenant that, the date hereof Tenant’s North American Industrial Classification System Number (“NAICS Number”) applicable to Tenant’s business is 454111 — electronic shopping, which is not subject to ISRA. Throughout the Lease Term Building and any renewals thereof, as the case may be, Tenant Building systems and Improvements shall not change Tenant’s Permitted Use at the Leased Premises in a manner that shall result in a change of Tenant’s NAICS Number to a NAICS Number subject to ISRA without obtaining consent of Landlord, which consent Landlord shall have the right to withhold in its sole discretion; be constructed with any amendment to ISRA that would subject the Permitted Use to the requirements of ISRA shall not constitute a breach of this provision or this Lease by Tenant. In the event any use of or operations at the Leased Premises shall become subject to the provisions of ISRA (but in no event is Landlord consenting to such use or operations, which is expressly prohibited), then Tenant shall, at Tenant’s own expense, comply with ISRA prior to the expiration or earlier termination of this Lease. Tenant’s obligations Hazardous Substances beyond tolerances permitted under ISRA shall arise if there is a triggering event which triggers the applicability of ISRA, regardless of whether triggered by Landlord or Tenant, including, without limitation, a closing of operations, a transfer of ownership or operations, or a change in ownership at or otherwise affecting the Leased Premises pursuant to ISRA. Provided this Lease is not previously cancelled or terminated by either party or by operation of Laws, Tenant shall commence its submission to the NJDEP in anticipation of the end of this Lease no later than six (6) months prior to the expiration of this Lease. If applicable, because a triggering event is unrelated to a cessation of operations by Tenant, Tenant shall comply with ISRA prior to the closing of such triggering event, and shall, at its own cost and expense, undertake and complete all filings including, without limitation, entering into a Remediation Certification with the NJDEP and posting a remediation funding source satisfactory to the NJDEP and Landlord so that the closing of the triggering event may move forward as scheduled, and thereafter Tenant shall complete compliance with ISRA in accordance with the terms and conditions of this Lease and all applicable Laws. (b) Upon notice of a triggering event pursuant to ISRA or the cessation of Tenant’s operations or no later than six (6) months prior to the expiration of this Lease, if requested by Landlord, Tenant shall promptly provide to Landlord a certification (the “Certification”) upon which Landlord may rely, that shall be in form and substance reasonably satisfactory to Landlord, which Certification shall identify facts to establish that ISRA does not apply to Tenant’s operations. Upon notice of Landlord’s triggering event pursuant to ISRA (i.e., transfer or change of ownership), if requested by Landlord, Tenant shall promptly provide to Landlord a Certification upon which Landlord may rely, that shall be in the form and substance reasonably satisfactory to Landlord, which Certification shall identify facts to establish that ISRA does not apply to Tenant’s operations, provided that Landlord shall reimburse Tenant’s reasonable costs and expenses related to its preparation of such Certification, including attorneys’ fees, not to exceed $5,000.00.

ISRA Compliance. To the extent required by ISRA prior to Closing, prior to Closing, Seller shall use commercially reasonable efforts to comply with any and all ISRA requirements triggered by (a) Tenant hereby represents any past or planned closing of Seller’s operations or transfer of Seller’s ownership or operations at the Sommerset Facility or (b) the transactions contemplated by this Agreement and, to the extent reasonably requested by Purchaser, cooperate with Purchaser in connection therewith. Without limiting the foregoing, at its sole cost and warrants expense, Seller shall be responsible for, and shall use commercially reasonable efforts to, make all notifications required by ISRA, maintain any remediation funding source required by ISRA, and promptly commence and diligently pursue to Landlord that as of the date hereof Tenant’s North American Industrial Classification System Number completion any Remediation required by ISRA (“NAICS NumberISRA Remediation”) applicable ). Any ISRA Remediation need not be completed by Seller prior to Tenant’s business is 454111 — electronic shopping, which Closing so long as Seller has complied with its obligations under the first sentence of this paragraph. In the event any ISRA Remediation is not subject completed prior to ISRAClosing, Seller shall use commercially reasonable efforts to diligently pursue the ISRA Remediation in an expeditious and workmanlike manner after the Closing, and shall enter into a site access agreement with the Purchaser for that purpose. Throughout Seller shall provide to Purchaser copies of all written communications to or from the Lease Term and New Jersey Department of Environmental Protection or any renewals thereoflicensed site remediation professional retained by Seller to address ISRA requirements, within [***] of submission or receipt, as the case may be, Tenant shall not change Tenant’s Permitted Use at the Leased Premises in a manner that shall result in a change of Tenant’s NAICS Number to a NAICS Number be (subject to ISRA without obtaining consent of Landlordredactions in Seller’s reasonable discretion), which consent Landlord and Purchaser shall have a reasonable opportunity to comment in advance on any notifications to the right New Jersey Department of Environmental Protection or any reports prepared with respect to withhold in its sole discretionISRA; any amendment provided that Seller shall control the strategy for all matters relating to ISRA that would subject the Permitted Use under this Agreement. Notwithstanding anything to the requirements of ISRA shall not constitute a breach of contrary in this provision or this Lease by Tenant. In the event any use of or operations at the Leased Premises shall become subject to the provisions of ISRA (but Agreement, in no event is Landlord consenting shall Seller or any of its Affiliates be required to such use (i) take (or operations, which is expressly prohibitedomit to take), then Tenant shallor commit or offer to take (or omit to take), at Tenant’s own expense, comply any action in connection with any ISRA prior to the expiration or earlier termination of this Lease. Tenant’s obligations under ISRA shall arise if there is a triggering event which triggers the applicability of ISRA, regardless of whether triggered by Landlord or Tenant, including, without limitation, a closing of operations, a transfer of ownership or operations, or a change in ownership at Remediation or otherwise affecting the Leased Premises pursuant to ISRA. Provided under this Lease is not previously cancelled Section 5.7 that would have a material impact on Seller, any of its Affiliates or terminated by either party its or by operation of Lawstheir respective businesses, Tenant shall commence its submission to the NJDEP financial position or prospects or (ii) incur any expense in anticipation excess of the end of this Lease no later than six (6) months prior to the expiration of this Lease. If applicable, because a triggering event is unrelated to a cessation of operations by Tenant, Tenant shall comply with ISRA prior to the closing of such triggering event, and shall, at its own cost and expense, undertake and complete all filings including, without limitation, entering into a Remediation Certification with the NJDEP and posting a remediation funding source satisfactory to the NJDEP and Landlord so that the closing of the triggering event may move forward as scheduled, and thereafter Tenant shall complete compliance with ISRA in accordance with the terms and conditions of this Lease and all applicable LawsPurchase Price. (b) Upon notice of a triggering event pursuant to ISRA or the cessation of Tenant’s operations or no later than six (6) months prior to the expiration of this Lease, if requested by Landlord, Tenant shall promptly provide to Landlord a certification (the “Certification”) upon which Landlord may rely, that shall be in form and substance reasonably satisfactory to Landlord, which Certification shall identify facts to establish that ISRA does not apply to Tenant’s operations. Upon notice of Landlord’s triggering event pursuant to ISRA (i.e., transfer or change of ownership), if requested by Landlord, Tenant shall promptly provide to Landlord a Certification upon which Landlord may rely, that shall be in the form and substance reasonably satisfactory to Landlord, which Certification shall identify facts to establish that ISRA does not apply to Tenant’s operations, provided that Landlord shall reimburse Tenant’s reasonable costs and expenses related to its preparation of such Certification, including attorneys’ fees, not to exceed $5,000.00.

ISRA Compliance. In connection with the termination of this Lease or Tenant's operations hereunder or the change of ownership or other status of Tenant or other person acting by, through or under Tenant. Tenant shall obtain ISRA clearance, which for the purpose of this Lease means that Tenant shall either (a) obtain from the NJDEP a "Letter of NonApplicability, " or (b) submit to and obtain the approval by the NJDEP of a "Negative Declaration" or (c) obtain the issuance by NJDEP of a "No Further Action Letter" pursuant to ISRA and applicable regulations, guidance and guidelines implementing ISRA ("ISRA Requirements") and the Environmental Requirements. As part of its obligation to obtain either a "Negative Declaration" or a "No Further Action Letter" ("ISRA Compliance"), Tenant hereby represents shall prepare and warrants submit to NJDEP a General Information Notice and perform and report to NJDEP on, as appropriate, a Preliminary Site Assessment, a Site Investigation, a Remedial Investigation and a Remedial Action Workplan. Tenant shall also, as part of its compliance with ISRA Requirements, obtain and maintain a remediation funding source in form and amount acceptable to NJDEP. The Tenant agrees not to submit any Remedial Action Workplan (or its regulatory equivalent) which would return the Premises to the Landlord that as at the end of the Term in a condition which includes the presence of Regulated Substances in concentrations which were not present at the Premises on the date hereof Tenant’s North American when Tenant first used or occupied the Premises. The Tenant warrants and represents that the Standard Industrial Classification System Number Code (“NAICS Number”"SIC") applicable classification for the activities to Tenant’s business be carried on within the Premises is 454111 — electronic shopping3829, which is not subject to ISRAthe SIC for the Permitted Use, and no other activities shall be conducted on the Premises. Throughout the Lease Term and In any renewals thereof, as the case may beevent, Tenant shall not have the sole and exclusive responsibility to comply at its own cost and expense with ISRA (subject to Tenant's right of indemnification as set forth in Section 8.4.2) in connection with the termination of this Lease, any sale or other change in of Tenant’s Permitted Use at , the Leased cessation of Tenant's operations on the Premises and, to the extent any tests, sampling or remediation are required on, at, or under the Premises in a manner that shall result in connection with a change in ownership of Landlord's interest in the Premises (Landlord being responsible for filing fees in such case). Landlord shall cooperate with Tenant by supplying Tenant with relevant information within Landlord's exclusive control. Notwithstanding anything to the contrary herein, Landlord shall not be required to enter a Deed Restriction or undertake any other institutional control in aid of Tenant’s NAICS Number 's ISRA compliance obligation. Tenant shall commence its compliance efforts at least 6 months prior to the end of the Term and diligently pursue such efforts to conclusion. Tenant shall keep Landlord fully informed of its progress in obtaining the ISRA clearance by sending a NAICS Number subject copy of all correspondence and documents to Landlord and by delivering an ISRA without obtaining consent of Landlord, which consent Compliance status report to Landlord every 30 days during the six-month clearance period. It is understood and agreed by Tenant that Landlord shall have the right to withhold in its sole discretion; any amendment to ISRA that would subject the Permitted Use rely on and shall rely on all statements, representations, warranties and undertakings made by Tenant to the requirements of ISRA shall not constitute a breach of NJDEP pursuant to this provision or this Lease by Tenant. In the event any use of or operations at the Leased Premises shall become subject Section 8 as if such statements, representations, warranties and undertakings had been made directly to the provisions Landlord. If Tenant fails to obtain ISRA clearance on or before the end of ISRA (but in no event is the Term, and if such failure prevents Landlord consenting to such use from re-renting all or operations, which is expressly prohibited)any portion of the Premises, then without limiting any other liability of Tenant shall, at Tenant’s own expense, comply with ISRA prior to the expiration or earlier termination of Landlord resulting from its default under this Lease. Tenant’s obligations under ISRA shall arise if there is a triggering event which triggers the applicability of ISRA, regardless of whether triggered by Landlord or Tenant, including, without limitation, a closing of operations, a transfer of ownership or operations, or a change in ownership at or otherwise affecting the Leased Premises pursuant to ISRA. Provided this Lease is not previously cancelled or terminated by either party or by operation of Laws, Tenant shall commence its submission be liable to the NJDEP in anticipation Landlord as a holdover tenant for such portion of the end of this Lease no later than six (6) months prior to the expiration of this Lease. If applicable, because a triggering event is unrelated to a cessation of operations by Tenant, Tenant shall comply with ISRA prior to the closing of such triggering event, and shall, at its own cost and expense, undertake and complete all filings including, without limitation, entering into a Remediation Certification with the NJDEP and posting a remediation funding source satisfactory to the NJDEP and Landlord so that the closing of the triggering event may move forward as scheduled, and thereafter Tenant shall complete compliance with ISRA in accordance with the terms and conditions of this Lease and all applicable LawsPremises. (b) Upon notice of a triggering event pursuant to ISRA or the cessation of Tenant’s operations or no later than six (6) months prior to the expiration of this Lease, if requested by Landlord, Tenant shall promptly provide to Landlord a certification (the “Certification”) upon which Landlord may rely, that shall be in form and substance reasonably satisfactory to Landlord, which Certification shall identify facts to establish that ISRA does not apply to Tenant’s operations. Upon notice of Landlord’s triggering event pursuant to ISRA (i.e., transfer or change of ownership), if requested by Landlord, Tenant shall promptly provide to Landlord a Certification upon which Landlord may rely, that shall be in the form and substance reasonably satisfactory to Landlord, which Certification shall identify facts to establish that ISRA does not apply to Tenant’s operations, provided that Landlord shall reimburse Tenant’s reasonable costs and expenses related to its preparation of such Certification, including attorneys’ fees, not to exceed $5,000.00.

ISRA Compliance. Within sixty (a60) Tenant hereby represents and warrants to Landlord that as days following the expiration or earlier termination of the date hereof Tenant’s North American Industrial Classification System Number (“NAICS Number”) applicable to Tenant’s business is 454111 — electronic shopping, which is not subject to ISRA. Throughout the Lease Term and any renewals thereof, as the case may bethis Lease, Tenant shall obtain and provide to Landlord either (i) a letter from the New Jersey Department of Environmental Protection ("NJDEP") stating that ISRA is not change Tenant’s Permitted Use at the Leased Premises in a manner that shall result in a change of Tenant’s NAICS Number to a NAICS Number subject to ISRA without obtaining consent of Landlord, which consent Landlord shall have the right to withhold in its sole discretion; any amendment to ISRA that would subject the Permitted Use to the requirements of ISRA shall not constitute a breach of this provision or this Lease by Tenant. In the event any use of or operations at the Leased Premises shall become subject to the provisions of ISRA (but in no event is Landlord consenting to such use or operations, which is expressly prohibited), then Tenant shall, at Tenant’s own expense, comply with ISRA prior applicable to the expiration or earlier termination of this LeaseLease ("Letter of Non-Applicability"); or (ii) an approved Negative Declaration or No Further Action Letter (as defined under ISRA). If Tenant is unable to obtain either a Letter of Non-Applicability, Negative Declaration or No Further Action Letter, then Tenant shall apply for and enter into a Remediation Agreement (as defined under ISRA), which Remediation Agreement shall provide for Tenant as the sole party responsible for compliance with the Remediation Agreement and for obtaining a No Further Action Letter thereunder. The obligations of Tenant under the Remediation Agreement, shall not affect the indemnity obligations of Tenant and Landlord under this Section 22, except for Landlord's indemnity obligations as set forth in this Section 22. Tenant shall defend, indemnify and hold harmless Landlord from and against any and all claims, suits, damages, liabilities, orders, notices of violation, costs, expenses (including, but not limited to, attorney's fees and consultant fees), fines and penalties arising from or related to Tenant's breach of paragraph (a) or from the performance under the Remediation Agreement. Tenant’s 's obligations under ISRA this paragraph shall also arise if there is a triggering event which triggers any closing, terminating or transferring of Tenant's operations at the applicability Premises that trigger the requirements of ISRA, regardless of whether triggered by Landlord or Tenant, including, without limitation, a closing of operations, a transfer of ownership or operations, or a change in ownership at or otherwise affecting the Leased Premises pursuant to ISRA. Provided this Lease is not previously cancelled or terminated by either party or by operation of Laws, Tenant shall commence its submission to the NJDEP in anticipation of the end of this Lease no later than six (6) months prior to the expiration of this Lease. If applicable, because a triggering event is unrelated to a cessation of operations by Tenant, Tenant shall comply with ISRA prior to the closing of such triggering event, and shall, at its own cost and expense, undertake and complete all filings including, without limitation, entering into a Remediation Certification with the NJDEP and posting a remediation funding source satisfactory to the NJDEP and Landlord so that the closing of the triggering event may move forward as scheduled, and thereafter Tenant shall complete compliance with ISRA in accordance with the terms and conditions of this Lease and all applicable Laws. (b) Upon notice of a triggering event pursuant to ISRA or the cessation of Tenant’s operations or no later than six (6) months prior to the expiration of this Lease, if requested by Landlord's request, Tenant shall promptly provide to all information reasonably required by Landlord a certification (the “Certification”) upon which Landlord may relyfor preparation of Non-Applicability Affidavits, that and shall be in form and substance reasonably satisfactory to Landlord, which Certification shall identify facts to establish that ISRA does not apply to Tenant’s operations. Upon notice of Landlord’s triggering event pursuant to ISRA (i.e., transfer or change of ownership), if promptly sign such Affidavits when requested by Landlord, Tenant shall promptly provide to Landlord a Certification upon which Landlord may rely, that shall be in provided the form and substance terms of such Affidavit are reasonably satisfactory to Landlord, which Certification Tenant. Tenant's failure to abide by the terms of this paragraph shall identify facts be subject to establish that ISRA does not apply to Tenant’s operations, provided that Landlord shall reimburse Tenant’s reasonable costs and expenses related to its preparation of such Certification, including attorneys’ fees, not to exceed $5,000.00equitable relief.