Common use of Landlord’s Representations and Warranties Clause in Contracts

Landlord’s Representations and Warranties. Landlord agrees with and represents and warrants to Tenant that, except for the matters claimed, alleged and admitted by Landlord in the EPA Proceeding or the Consent Decree agreed to by Landlord in such proceeding: (1) For the period up to and including the Commencement Date, Landlord has at all times complied with all applicable federal, state and local environmental laws and regulations applicable to the Premises, the Easement Areas and any activities conducted thereon including, without limitation those laws and regulations which require notification to the federal, state, county, municipality or others prior to lease or sale of the Premises or at any time thereafter. Landlord shall timely obtain any approval or authorization that may be required pursuant to any law, regulation or ordinance of the state, county or municipality which requires approval or authorization based upon a review of the environmental condition of the Premises and Easement Areas to be obtained from any governmental agency prior to execution of this Lease, sale of the Premises or grant of the easements described in Section 33 below, to Tenant, its successors or assigns, including, without limitation, the final unconditional approval from the Environmental Protection Agency of the United States Government for the lease of the Premises and grant of the easements described in Section 33 below to Tenant pursuant to the terms of this Lease and releasing the Premises and access easement areas from any restrictions on the sale, lease or transfer of the Premises which were publicly recorded against the Premises in connection with any governmental grant used to acquire the Premises or Easement Areas. (2) There is no pending or threatened private or governmental claim, order or litigation, nor is there any pending or threatened judicial or administrative action or order, pertaining to or affecting the Premises or Easement Areas. (3) Landlord has not caused or permitted and shall not cause or permit any Hazardous Substances (as herein defined) to be, and has no knowledge that any such Hazardous Substances were, generated manufactured, refined, transported, treated, stored, disposed, handled, processed, produced or released on the Premises or Easement Areas except in compliance with all applicable federal, state and local laws and regulations. (4) That the Premises and Easement Areas have not previously been used as a landfill, as a dump for garbage, waste, refuse, construction debris or for the storage, disposal or treatment of Hazardous Substances or hazardous wastes except in compliance with all applicable federal, state and local laws, rules, regulations, codes, ordinances, orders and other applicable law. (5) That no Environmental Condition (as hereinafter defined) concerning the Premises, Easement Areas or any real property adjacent to the Premises, Easement Areas or in the vicinity of the Premises or Easement Areas existed or exists that would adversely affect the Premises or Easement Areas. Landlord has disclosed to Tenant all data, sampling results, reports and other information regarding the Environmental Condition of the Premises and Easement Areas, which are in the possession of Landlord or of which Landlord has knowledge. For purposes of this Lease, "Environmental Condition" means the existence of any Hazardous Substances in or on the soil, surface or ground waters, stream sediments, and every other environmental media, which condition could require investigation and/or remedial action of any kind under applicable federal, state or local statutes, regulations or ordinances or which could result in claims, demands, orders or liabilities by or to third parties, including without limitation, governmental entities. (6) Landlord shall promptly deliver to Tenant written documentation received by Landlord after the date hereof concerning environmental matters pertaining to the Premises, Easement Areas and any property adjacent to or in the vicinity of the Premises or Easement Areas, including all notices, permits, licenses, and submissions made or received by Landlord or on behalf of Landlord to or from any local, state or federal agency.

Landlord’s Representations and Warranties. Landlord agrees with and represents and warrants to Tenant thatas follows: (a) Landlord is a limited partnership duly organized, validly existing and in good standing under the laws of the Commonwealth of Massachusetts. (b) Landlord has the full power, authority and legal right to enter into and perform this Amendment. The execution, delivery and performance of this Amendment by Landlord have been duly authorized by all necessary action and, except for the matters claimedconsent of Lender as provided in Section 13 below, alleged do not require the consent or approval of any person or entity that has not been obtained. (c) This Amendment constitutes a legally valid and admitted binding agreement of Landlord enforceable against Landlord in accordance with the terms hereof. (d) Landlord’s entering into and performing this Amendment will not constitute a violation or breach by Landlord in of (i) the EPA Proceeding agreement or certificate of limited partnership of Landlord or (subject to obtaining the Consent Decree agreed to by Landlord in such proceeding: (1) For the period up to and including the Commencement Date, Landlord has at all times complied with all applicable federal, state and local environmental laws and regulations applicable to the Premises, the Easement Areas and any activities conducted thereon including, without limitation those laws and regulations which require notification to the federal, state, county, municipality or others prior to lease or sale consent of the Premises existing mortgagee, Life Investors Insurance Company of America or at any time thereafter. Landlord shall timely obtain any approval or authorization that may be required pursuant to any law, regulation or ordinance of the state, county or municipality which requires approval or authorization based upon a review of the environmental condition of the Premises and Easement Areas to be obtained from any governmental agency prior to execution of this Lease, sale of the Premises or grant of the easements described in Section 33 below, to Tenant, its successors or assignsassigns [“Lender”], includingto this Amendment) any contract, without limitationagreement or instrument to which Landlord is a party or by which Landlord or the Premise is subject or bound; (ii) to Landlord’s current, the final unconditional approval from the Environmental Protection Agency actual knowledge, any judgment, order, writ, injunction or decree issued against or imposed upon Landlord; or (iii) to Landlord’s current, actual knowledge, any applicable law, order, rule or regulation of the United States Government for the lease of the Premises and grant of the easements described in Section 33 below to Tenant pursuant to the terms of this Lease and releasing the Premises and access easement areas from any restrictions on the sale, lease or transfer of the Premises which were publicly recorded against the Premises in connection with any governmental grant used to acquire the Premises or Easement Areasquasi-governmental authority. (2) There is no pending or threatened private or governmental claim, order or litigation, nor is there any pending or threatened judicial or administrative action or order, pertaining to or affecting the Premises or Easement Areas. (3e) Landlord has not caused dealt with any brokers, agents, finders or permitted similar parties in connection with this Amendment or the transactions contemplated hereby except for “Tenant’s Broker” as defined below. Landlord will indemnify, defend and shall not cause hold Tenant harmless from and against any and all losses, costs, claims, liabilities and damages (including reasonable attorneys’ fees and expenses) arising out of any claims from any broker, agent, finder or permit any Hazardous Substances similar party claiming by, through or under Landlord or its Affiliates, except for Tenant’s Broker and its affiliates. (as herein definedf) to be, Landlord is the sole “Landlord” under the Lease and has no knowledge that not made any such Hazardous Substances wereassignment, generated manufacturedlease, refinedtransfer, transported, treated, stored, disposed, handled, processed, produced conveyance or released on other disposition of the Lease or the Premises or Easement Areas any interest therein that has not been terminated or of any claim, demand, lien, action, cause of action, obligation or liability arising from or relating to the Lease or the Premises except in compliance with all applicable federal, state and local laws and regulationsfavor of Lender. (4g) That the Premises The Lease is in full force and Easement Areas have not previously been used as a landfilleffect, as a dump for garbage, waste, refuse, construction debris or for the storage, disposal or treatment of Hazardous Substances or hazardous wastes except in compliance with all applicable federal, state and local laws, rules, regulations, codes, ordinances, orders and other applicable law. (5) That no Environmental Condition (as hereinafter defined) concerning the Premises, Easement Areas or any real property adjacent to the Premises, Easement Areas or in the vicinity of the Premises or Easement Areas existed or exists that would adversely affect the Premises or Easement Areas. Landlord has disclosed to Tenant all data, sampling results, reports and other information regarding the Environmental Condition of the Premises and Easement Areas, which are in the possession actual knowledge of Landlord no default or event of which Landlord has knowledge. For purposes of this Lease, "Environmental Condition" means the existence of any Hazardous Substances in or on the soil, surface or ground waters, stream sediments, and every other environmental media, which condition could require investigation and/or remedial action of any kind under applicable federal, state or local statutes, regulations or ordinances or which could result in claims, demands, orders or liabilities by or to third parties, including without limitation, governmental entitiesdefault exists thereunder. (6) Landlord shall promptly deliver to Tenant written documentation received by Landlord after the date hereof concerning environmental matters pertaining to the Premises, Easement Areas and any property adjacent to or in the vicinity of the Premises or Easement Areas, including all notices, permits, licenses, and submissions made or received by Landlord or on behalf of Landlord to or from any local, state or federal agency.

Landlord’s Representations and Warranties. Landlord agrees with and hereby represents and warrants to Tenant thatas of the Effective Date and at all times during the Term only the following matters, with any other representation, warranty or statement, by implication or otherwise, being expressly disclaimed: (a) Landlord is a corporation, duly organized, validly existing and in good standing under the laws of the State of Nevada, and is duly qualified and in good standing as a foreign entity in the jurisdictions wherein the nature of the business transacted by it or property owned by it make such qualification necessary; (b) Landlord has the valid corporate power to enter into and perform all of its obligations under this Lease and this Lease has been authorized by all necessary corporate action; (c) there are no known actions, suits or proceedings pending or, to the actual knowledge of Landlord, threatened against Landlord in any court or before any administrative agency which would prevent Landlord from completing the transactions provided for herein; (d) except for the matters claimedGaming Approvals and Landlord Approvals, alleged no consent or other approval or authorization of any court, arbitrator or governmental, administrative or regulatory authority, agency, commission, body or instrumentality, domestic or foreign, including the Gaming Authorities (each, a “Governmental Authority”), or third person is required in connection with Landlord’s execution and admitted delivery of this Lease and the performance of its obligations hereunder; (e) this Lease constitutes the legal, valid and binding obligations of Landlord, enforceable in accordance with its terms, except to the extent such enforcement may be limited by applicable bankruptcy, insolvency, and other similar laws affecting creditors’ rights generally; (f) as of the Effective Date, no representation or warranty by Landlord made herein, nor any certificate furnished or to be furnished to Tenant pursuant hereto or in connection with the transactions contemplated hereby contains any untrue statement of a material fact, or omits or will omit to state a material fact necessary to make the statements contained therein not misleading; (g) Landlord’s execution and delivery of this Lease and, subject to the receipt of Gaming Approvals and Landlord Approvals, the performance of its obligations hereunder will not, with or without the giving of notice and/or the passage of time, violate any provision of Applicable Laws; (h) Landlord is in the EPA Proceeding or the Consent Decree agreed process of obtaining, and will obtain and be in compliance with, prior to by Landlord in such proceeding: (1) For the period up to and including the Commencement Date, all Landlord has Approvals necessary or required for Landlord to close the Merger Transaction, sell the Gaming Assets to Tenant, and operate the non-gaming operations at all times complied with all applicable federalthe Property, state and local environmental laws and regulations applicable to the Premisesother than such Landlord Approvals, the Easement Areas and any activities conducted thereon including, without limitation those laws and regulations which require notification to the federal, state, county, municipality no consent or others prior to lease or sale of the Premises or at any time thereafter. Landlord shall timely obtain any other approval or authorization that may be of any Governmental Authority or third person is required pursuant to any law, regulation or ordinance of the state, county or municipality which requires approval or authorization based upon a review of the environmental condition of the Premises in connection with Landlord’s execution and Easement Areas to be obtained from any governmental agency prior to execution of this Lease, sale of the Premises or grant of the easements described in Section 33 below, to Tenant, its successors or assigns, including, without limitation, the final unconditional approval from the Environmental Protection Agency of the United States Government for the lease of the Premises and grant of the easements described in Section 33 below to Tenant pursuant to the terms delivery of this Lease and releasing the Premises and access easement areas from any restrictions on the sale, lease or transfer performance of the Premises which were publicly recorded against the Premises in connection with any governmental grant used to acquire the Premises or Easement Areasits obligations hereunder. (2) There is no pending or threatened private or governmental claim, order or litigation, nor is there any pending or threatened judicial or administrative action or order, pertaining to or affecting the Premises or Easement Areas. (3) Landlord has not caused or permitted and shall not cause or permit any Hazardous Substances (as herein defined) to be, and has no knowledge that any such Hazardous Substances were, generated manufactured, refined, transported, treated, stored, disposed, handled, processed, produced or released on the Premises or Easement Areas except in compliance with all applicable federal, state and local laws and regulations. (4) That the Premises and Easement Areas have not previously been used as a landfill, as a dump for garbage, waste, refuse, construction debris or for the storage, disposal or treatment of Hazardous Substances or hazardous wastes except in compliance with all applicable federal, state and local laws, rules, regulations, codes, ordinances, orders and other applicable law. (5) That no Environmental Condition (as hereinafter defined) concerning the Premises, Easement Areas or any real property adjacent to the Premises, Easement Areas or in the vicinity of the Premises or Easement Areas existed or exists that would adversely affect the Premises or Easement Areas. Landlord has disclosed to Tenant all data, sampling results, reports and other information regarding the Environmental Condition of the Premises and Easement Areas, which are in the possession of Landlord or of which Landlord has knowledge. For purposes of this Lease, "Environmental Condition" means the existence of any Hazardous Substances in or on the soil, surface or ground waters, stream sediments, and every other environmental media, which condition could require investigation and/or remedial action of any kind under applicable federal, state or local statutes, regulations or ordinances or which could result in claims, demands, orders or liabilities by or to third parties, including without limitation, governmental entities. (6) Landlord shall promptly deliver to Tenant written documentation received by Landlord after the date hereof concerning environmental matters pertaining to the Premises, Easement Areas and any property adjacent to or in the vicinity of the Premises or Easement Areas, including all notices, permits, licenses, and submissions made or received by Landlord or on behalf of Landlord to or from any local, state or federal agency.

Landlord’s Representations and Warranties. Landlord agrees with and hereby represents and warrants to Tenant thatthat neither Landlord nor, except for to the matters claimedactual knowledge of Landlord without independent investigation, alleged and admitted by Landlord in the EPA Proceeding any other person has caused any Hazardous Materials to be placed or the Consent Decree agreed to by Landlord in such proceeding: (1) For the period up to and including the Commencement Date, Landlord has disposed of on or at all times complied with all applicable federal, state and local environmental laws and regulations applicable to the Premises, Facility, Land or any other part of the Easement Areas Park in any manner or quantity which would constitute a violation of any Environmental Laws or any other applicable Legal Requirements. Landlord hereby agrees to indemnify, defend and hold harmless the Tenant Related Parties against any activities conducted thereon claims, actions, administrative proceedings, judgments, damages (including, without limitation those laws if otherwise recoverable, loss of business and/or restriction on use), penalties, and regulations which require notification to the federal, state, county, municipality or others prior to lease or sale of the Premises or at any time thereafter. Landlord shall timely obtain any approval or authorization that may be required pursuant to any law, regulation or ordinance of the state, county or municipality which requires approval or authorization based upon a review of the environmental condition of the Premises and Easement Areas to be obtained from any governmental agency prior to execution of this Lease, sale of the Premises or grant of the easements described in Section 33 below, to Tenant, its successors or assignsliabilities, including, without limitationbut not limited to, reasonable attorneys’ fees and consultant fees, resulting from the presence of Hazardous Materials in any manner or quantity which would constitute a violation of any Environmental Laws or any other applicable Legal Requirements, which are (or were) brought onto or generated, used or disposed of upon, the final unconditional approval from Premises, Facility, Land or Park either (i) by any party (other than Tenant Related Parties) prior to the Environmental Protection Agency Commencement Date (but only to the extent that Landlord has actual knowledge of such presence of Hazardous Materials) or (ii) by Landlord Related Parties either prior to the Commencement Date or during the Term; provided, however, if the Facility is constructed pursuant to the Plans, Landlord shall be responsible for any Hazardous Materials embodied in the materials incorporated in the Facility only to the extent such Hazardous Materials were in violation of any applicable Legal Requirements (including, any administrative and judicial interpretations thereof) in existence as of the United States Government for the lease of the Premises Commencement Date as provided in and grant of the easements described in Section 33 below to Tenant pursuant subject to the terms of Section 10 hereof. Notwithstanding anything to the contrary above, if the Landlord hereunder ceases to be the owner, in whole or in part, of the rest of the Park (either by reason of the transfer or sale by Landlord of Landlord’s interest in this Lease and releasing the Premises Facility, Land and access easement areas from any restrictions on the salePremises, lease or transfer and/or of the Premises Park, or both), then the representation, warranty and indemnity of Landlord as set forth herein shall be limited to claims arising out of or resulting from events or occurrences which were publicly recorded against transpired or occurred during the Premises period of time that such Landlord is (or was) the owner of the portion of the Park in connection with any governmental grant used to acquire question, and/or was the Premises or Easement Areas. (2) There is no pending or threatened private or governmental claim, order or litigation, nor is there any pending or threatened judicial or administrative action or order, pertaining to or affecting the Premises or Easement Areas. (3) Landlord has not caused or permitted and shall not cause or permit any Hazardous Substances (as herein defined) to be, and has no knowledge that any such Hazardous Substances were, generated manufactured, refined, transported, treated, stored, disposed, handled, processed, produced or released on the Premises or Easement Areas except in compliance with all applicable federal, state and local laws and regulations. (4) That the Premises and Easement Areas have not previously been used as a landfill, as a dump for garbage, waste, refuse, construction debris or for the storage, disposal or treatment owner of Hazardous Substances or hazardous wastes except in compliance with all applicable federal, state and local laws, rules, regulations, codes, ordinances, orders and other applicable law. (5) That no Environmental Condition (as hereinafter defined) concerning this Lease and/or the Premises, Easement Areas or any real property adjacent to the Premises, Easement Areas or in the vicinity of the Premises or Easement Areas existed or exists that would adversely affect the Premises or Easement Areas. Landlord has disclosed to Tenant all data, sampling results, reports Facility and other information regarding the Environmental Condition of the Premises and Easement Areas, which are in the possession of Landlord or of which Landlord has knowledge. For purposes of this Lease, "Environmental Condition" means the existence of any Hazardous Substances in or on the soil, surface or ground waters, stream sediments, and every other environmental media, which condition could require investigation and/or remedial action of any kind under applicable federal, state or local statutes, regulations or ordinances or which could result in claims, demands, orders or liabilities by or to third parties, including without limitation, governmental entitiesLand (as applicable). (6) Landlord shall promptly deliver to Tenant written documentation received by Landlord after the date hereof concerning environmental matters pertaining to the Premises, Easement Areas and any property adjacent to or in the vicinity of the Premises or Easement Areas, including all notices, permits, licenses, and submissions made or received by Landlord or on behalf of Landlord to or from any local, state or federal agency.

Landlord’s Representations and Warranties. As used in this Lease, the phrase “to the best of Landlord’s knowledge” or words of similar import shall mean the actual knowledge of Xxxx Xxx, Vice President of HQ, L.L.C., Xxxx Xxxxxxxx, Senior Asset Manager of Opus Properties, L.L.C., Xxxxx Xxxxxx, Director of Engineering for Opus Properties, L.L.C., and Xxx Xxxxx, attorney for HQ, L.L.C., in each case, without independent investigation or inquiry. Landlord represents and warrants that the foregoing individuals are the representatives of Landlord most knowledgeable regarding the development and operation of the Property. Tenant acknowledges and agrees that the foregoing individuals shall not have any personal liability under this Lease or in connection with the transaction contemplated hereby. Landlord hereby represents and warrants to Tenant that: (a) Landlord is a limited liability company duly formed and validly existing and in good standing under the laws of the State of Minnesota, and has full power and authority to enter into and perform the terms of this Lease and this Lease constitutes the valid and binding obligation of Landlord enforceable against Landlord in accordance with its terms, subject to application of bankruptcy, insolvency and similar creditor’s rights laws. (b) Landlord is not a “foreign person” (as defined in Section 1445(f)(3) of the Internal Revenue Code and regulations issued thereunder). (c) There is no action, litigation, investigation, condemnation or proceeding of any kind pending or, to the best of Landlord’s knowledge, threatened against Landlord, which would have a material and adverse affect on the ability of Landlord to perform its obligations under this Lease, or against any portion of the Property. (d) Landlord has not received any written notice from any governmental authority having jurisdiction over the Property of any violation of any applicable law, rule, regulation (including any building regulation), code (including any building code), including, without limitation, the Americans with Disabilities Act, of any applicable governmental authority having jurisdiction thereof with respect to the Property which has not been cured or remedied. (e) Landlord has not received any written notice of default from any third party with respect to any contract, instrument or agreement with respect to the Property to which Landlord is a party, which has not been cured or remedied. (f) Landlord has not received any written notice of default from any third party with respect to Landlord’s failure to perform any of the covenants, conditions and agreements to be kept, performed and observed by Landlord under the Declarations, which has not been cured or remedied; to the best of Landlord’s knowledge, Landlord is not in default of any of the covenants, conditions and agreements to be kept, performed and observed by Landlord under the Declarations; and the Declarations contain no forfeiture provisions or other remedies for failure by Landlord to keep, perform and observe any of the covenants, conditions and agreements to be kept, performed and observed by Landlord under the Declarations that would affect Tenant’s rights of possession or use granted by this Lease. (g) To the best of Landlord’s knowledge, and except as disclosed by the Environmental Reports, a copy of which has been furnished to Tenant, no Hazardous Materials in reportable qualities in violation of applicable environmental laws exist as of the Effective Date above or beneath the surface of the Land or have been disposed of or otherwise released on or to the Property other than in accordance with applicable laws. (h) The Landlord represents and warrants to Tenant that, except for the matters claimed, alleged and admitted by Landlord in the EPA Proceeding or the Consent Decree agreed to by Landlord in such proceeding: (1) For the period up to and including the Commencement Date, Landlord has at all times complied with all applicable federal, state and local environmental laws and regulations applicable to the Premisesbest of Landlord’s knowledge, the Easement Areas Premises is currently zoned as PUD, Planned Unit Development and any activities conducted thereon including, without limitation those laws and regulations which require notification to that the federal, state, county, municipality or others prior to lease or sale use of the Premises or at any time thereafter. Landlord shall timely obtain any approval or authorization that may be required pursuant to any law, regulation or ordinance of the state, county or municipality which requires approval or authorization based upon for office is a review of the environmental condition of the Premises and Easement Areas to be obtained from any governmental agency prior to execution of this Lease, sale of the Premises or grant of the easements described in Section 33 below, to Tenant, its successors or assigns, including, without limitation, the final unconditional approval from the Environmental Protection Agency of the United States Government for the lease of the Premises and grant of the easements described in Section 33 below to Tenant pursuant to the terms of this Lease and releasing the Premises and access easement areas from any restrictions on the sale, lease or transfer of the Premises which were publicly recorded against the Premises in connection with any governmental grant used to acquire the Premises or Easement Areaspermitted use under such zoning classification. (2i) There is To the best of Landlord’s knowledge, no pending or threatened private or governmental claim, order or litigation, nor is there any pending or threatened judicial or administrative action or order, pertaining to or affecting the Premises or Easement Areas. (3) Landlord methamphetamine production has not caused or permitted and shall not cause or permit any Hazardous Substances (as herein defined) to be, and has no knowledge that any such Hazardous Substances were, generated manufactured, refined, transported, treated, stored, disposed, handled, processed, produced or released occurred on the Premises or Easement Areas except in compliance with all applicable federal, state and local laws and regulationsPremises. (4) That the Premises and Easement Areas have not previously been used as a landfill, as a dump for garbage, waste, refuse, construction debris or for the storage, disposal or treatment of Hazardous Substances or hazardous wastes except in compliance with all applicable federal, state and local laws, rules, regulations, codes, ordinances, orders and other applicable law. (5) That no Environmental Condition (as hereinafter defined) concerning the Premises, Easement Areas or any real property adjacent to the Premises, Easement Areas or in the vicinity of the Premises or Easement Areas existed or exists that would adversely affect the Premises or Easement Areas. Landlord has disclosed to Tenant all data, sampling results, reports and other information regarding the Environmental Condition of the Premises and Easement Areas, which are in the possession of Landlord or of which Landlord has knowledge. For purposes of this Lease, "Environmental Condition" means the existence of any Hazardous Substances in or on the soil, surface or ground waters, stream sediments, and every other environmental media, which condition could require investigation and/or remedial action of any kind under applicable federal, state or local statutes, regulations or ordinances or which could result in claims, demands, orders or liabilities by or to third parties, including without limitation, governmental entities. (6) Landlord shall promptly deliver to Tenant written documentation received by Landlord after the date hereof concerning environmental matters pertaining to the Premises, Easement Areas and any property adjacent to or in the vicinity of the Premises or Easement Areas, including all notices, permits, licenses, and submissions made or received by Landlord or on behalf of Landlord to or from any local, state or federal agency.

Landlord’s Representations and Warranties. To induce Tenant to enter into this Lease, Landlord agrees with and represents and warrants to Tenant that, except for the matters claimed, alleged and admitted by Landlord in the EPA Proceeding or the Consent Decree agreed to by Landlord in such proceedingas follows: (1a) For the period up to and including the Commencement DateThere are no actions, Landlord has at all times complied with all applicable federal, state and local environmental laws and regulations applicable to the Premisessuits or proceedings of any kind pending or threatened against Landlord, the Easement Areas and Land, the Adjoining Property or relating to any activities conducted thereon including, without limitation those laws and regulations which require notification to the adjoining right-of-ways in any court or before or by any federal, state, county, municipality or others prior to lease or sale of the Premises or at any time thereafter. Landlord shall timely obtain any approval or authorization that may be required pursuant to any law, regulation or ordinance of the state, county or municipality which requires approval municipal department, commission, board, bureau or authorization based upon a review of the environmental condition of the Premises and Easement Areas to be obtained from any agency or other governmental agency prior to execution of this Lease, sale of the Premises or grant of the easements described in Section 33 below, to Tenant, its successors or assigns, includinginstrumentality. This includes, without limitation, the final unconditional approval from the Environmental Protection Agency any condemnation or eminent domain proceedings, widening, construction of the United States Government for the lease acceleration/deceleration lanes, changes in or additions to existing or approved curb cuts, proposed or pending installation or removal of the Premises and grant traffic lights, or any other changes or proposed changes in traffic patterns or management of the easements described in Section 33 below to Tenant pursuant to the terms of this Lease and releasing the Premises and access easement areas from any restrictions on the sale, lease or transfer of the Premises which were publicly recorded against the Premises in connection with any governmental grant used to acquire the Premises or Easement Areastraffic flow. (2) There is no pending or threatened private or governmental claim, order or litigation, nor is there any pending or threatened judicial or administrative action or order, pertaining to or affecting the Premises or Easement Areas. (3b) Landlord has not caused been adjudicated insolvent or permitted and shall not cause bankrupt, or permit petitioned or applied to any Hazardous Substances (as herein defined) tribunal for the appointment of any receiver or trustee; nor has Landlord commenced any proceeding relative to bethe reorganization, and has no knowledge that any such Hazardous Substances were, generated manufactured, refined, transported, treated, stored, disposed, handled, processed, produced dissolution or released on liquidation of the Premises or Easement Areas except in compliance with all applicable federal, state and local laws and regulationsLandlord. (4c) That All actions required to authorize the Premises execution and Easement Areas performance of this Lease by Xxxxxxxx have been taken, and this Lease constitutes a valid and binding agreement, enforceable against Landlord. No person or entity has any right or option to lease, occupy or acquire the Land. (d) To the best of Landlord’s knowledge, there is no existing violation of any ordinance, code, law, rule, requirement or regulation applicable to the Land. (e) Landlord has not previously been used as a landfillused, as a dump for garbage, waste, refuse, construction debris operated or permitted the use of the Land or the Adjoining Property in any manner for the storage, use, treatment, manufacture or disposal or treatment of Hazardous Substances or hazardous wastes except in compliance with all applicable federal, state and local laws, rules, regulations, codes, ordinances, orders and other applicable law. (5) That no Environmental Condition (as hereinafter defined) concerning the Premises, Easement Areas or any real property adjacent to the Premises, Easement Areas or in the vicinity of the Premises or Easement Areas existed or exists that would adversely affect the Premises or Easement Areas. Landlord has disclosed to Tenant all data, sampling results, reports and other information regarding the Environmental Condition of the Premises and Easement Areas, which are in the possession of Landlord or of which Landlord has knowledge. For purposes of this Lease, "Environmental Condition" means the existence of any Hazardous Substances Materials (as defined in this subparagraph). To Landlord’s actual knowledge, neither the Land nor the Adjoining Property have ever been used or operated by any other party for the storage, use, treatment, manufacture or disposal of any Hazardous Materials. The term “Hazardous Materials” means (i) any “hazardous wastes” as defined by the Resource, Conservation and Recovery Act of 1976 (42 U.S.C. Section 6901 et. seq.), as amended from time to time, and regulations promulgated under that Act; (ii) any “hazardous, toxic or dangerous waste, substance or material” specifically defined as such in or on for the soilpurposes of the Comprehensive Environmental Response, surface or ground waters, stream sedimentsCompensation, and every Liability Act, any so-called “superfund” or “superlien” law, or any other environmental media, which condition could require investigation and/or remedial action of any kind under applicable federal, state or local statutesstatute, regulations law, ordinance, code, rule, regulation, order or ordinances decree regulating, relating to or which could result in claimsimposing liability or standards of conduct concerning, demandsany hazardous, orders toxic or liabilities by dangerous waste, substance or to third partiesmaterial, including without limitationand specifically identified and known as a hazardous, governmental entities. (6) Landlord shall promptly deliver to Tenant written documentation received by Landlord after toxic or dangerous waste, substance or material as of the date hereof concerning environmental matters pertaining to the Premisesincluding any petroleum, Easement Areas and any property adjacent to petroleum products or in the vicinity of the Premises waste, asbestos or Easement Areasasbestos- containing materials, including all notices, permits, licenses, and submissions made lead or received by Landlord or on behalf of Landlord to or from any local, state or federal agencylead-based paint.

Landlord’s Representations and Warranties. Landlord agrees with and represents and warrants to Tenant that, except for the matters claimed, alleged and admitted by Landlord in the EPA Proceeding or the Consent Decree agreed to by Landlord in such proceedingas follows: (1a) For The person signing this Lease has the period up full power and authority to execute this Lease on behalf of Landlord, lease the Premises in accordance herewith and including to otherwise perform the Commencement Date, obligations of Landlord has at all times complied with all applicable federal, state and local environmental laws and regulations applicable to the Premises, the Easement Areas and any activities conducted thereon includinghereunder, without limitation those laws and regulations which require notification to the federal, state, county, municipality or others prior to lease or sale necessity of the Premises or at any time thereafter. Landlord shall timely obtain any approval or authorization that may be required pursuant to any law, regulation or ordinance of the state, county or municipality which requires approval or authorization based upon a review of the environmental condition of the Premises and Easement Areas to be obtained obtaining consent from any governmental agency prior to execution of this Lease, sale of the Premises or grant of the easements described in Section 33 below, to Tenant, its successors or assignsthird party, including, without limitation, any partner or lender. Landlord (i) has complete and full authority to execute this Lease and to lease to Tenant good and marketable leasehold title to the final unconditional approval from Premises, which is free and clear of all liens, encumbrances and other exceptions to title except for the Environmental Protection Agency Permitted Title Exceptions; (ii) will execute and deliver such other documents, instruments, agreements, including, but not limited to, deeds, affidavits and certificates necessary to effectuate the transaction contemplated herein; and (iii) will take all such additional action necessary or appropriate to effect and facilitate the consummation of the United States Government for lease transaction contemplated herein. (b) To the best of Landlord’s knowledge, there is no action, litigation, suit, proceeding or investigation pending or threatened by any organization, person, individual or governmental agency, including, without limitation, governmental actions under condemnation authority or proceedings similar thereto, that affects the Premises (or any portion thereof) or Landlord that would become a cloud on the title to the Premises or any portion thereof or that questions the validity or enforceability of the transaction contemplated by this Lease or any action taken pursuant hereto in any court or before or by any federal, district, county, or municipal department, commission, board, bureau, agency or other governmental instrumentality. (c) Landlord has not received notice of any violations of any Requirements with respect to the Premises, the occupancy thereof or construction thereon. (d) Landlord is not a “foreign person” as that term is defined in the Internal Revenue Code Section 1445(f)(3), nor is the lease of the Premises and grant of subject to any withholding requirements imposed by the easements described in Internal Revenue Code, including, but not limited to, Section 33 below to Tenant pursuant 1445 thereof. LANDLORD IS ENGAGED IN A TRADE OR BUSINESS IN PUERTO RICO AND, THEREFORE, THE RENT AND OTHER SUMS PAYABLE BY TENANT TO LANDLORD UNDER THIS LEASE ARE NOT SUBJECT TO THE PUERTO RICO INCOME TAX WITHHOLDING REQUIREMENTS PRESCRIBED BY SECTION 1150 OF THE PUERTO RICO INTERNAL REVENUE CODE OF PUERTO RICO, AS AMENDED. (e) Landlord owns fee simple (pleno dominio) title to the terms Premises. (f) The execution, delivery and performance of this Lease and releasing the Premises and access easement areas from by Landlord does not conflict or will conflict with or results or will result in a breach of or constitute or will constitute a default under any restrictions on the salelaw or any order, lease writ, injunction or transfer decree of the Premises any court or governmental authority, or any agreement or instrument to which were publicly recorded against the Premises in connection with Landlord is a party or to which it or any governmental grant used to acquire the Premises or Easement Areasof its assets are bound. (2g) There is no pending The Premises are and will be free and clear of any leases, tenancies or threatened private or governmental claimclaims of parties in possession, order or litigation, nor is there any pending or threatened judicial or administrative action or order, pertaining to or affecting the Premises or Easement Areas. (3) Landlord has not caused or permitted and shall not cause or permit any Hazardous Substances (as herein defined) to be, and has no knowledge that any such Hazardous Substances were, generated manufactured, refined, transported, treated, stored, disposed, handled, processed, produced or released on the Premises or Easement Areas except in compliance with all applicable federal, state and local laws and regulations. (4) That the Premises and Easement Areas have not previously been used as a landfill, as a dump for garbage, waste, refuse, construction debris or for the storage, disposal or treatment of Hazardous Substances or hazardous wastes except in compliance with all applicable federal, state and local laws, rules, regulations, codes, ordinances, orders and other applicable law. (5) That no Environmental Condition (as hereinafter defined) concerning the Premises, Easement Areas or any real property adjacent to the Premises, Easement Areas or in the vicinity of the Premises or Easement Areas existed or exists that would adversely affect the Premises or Easement Areas. Landlord has disclosed to Tenant all data, sampling results, reports and other information regarding the Environmental Condition of the Premises and Easement Areas, which are in the possession of Landlord or of which Landlord has knowledge. For purposes of this Lease, "Environmental Condition" means the existence of any Hazardous Substances in or on the soil, surface or ground waters, stream sediments, and every other environmental media, which condition could require investigation and/or remedial action of any kind under applicable federal, state or local statutes, regulations or ordinances or which could result in claims, demands, orders or liabilities by or to third parties, including without limitation, governmental entities. (6) Landlord shall promptly deliver to Tenant written documentation received by Landlord after the date hereof concerning environmental matters pertaining to the Premises, Easement Areas and any property adjacent to or in the vicinity of the Premises or Easement Areas, including all notices, permits, licenses, and submissions made or received by Landlord or on behalf of Landlord to or from any local, state or federal agency.

Landlord’s Representations and Warranties. Landlord agrees with warrants and represents and warrants to Tenant that, except for the matters claimed, alleged and admitted by Landlord in the EPA Proceeding or the Consent Decree agreed to by Landlord in such proceeding: (1) For the period up to and including the Commencement Date, Landlord has at all times complied with all applicable federal, state and local environmental laws and regulations applicable to the Premisesbest of Landlord’s current actual knowledge (but without any inquiry or other due diligence), the Easement Areas and any activities conducted thereon including, without limitation those laws and regulations which require notification to the federal, state, county, municipality or others prior to lease or sale of the Premises or at any time thereafter. Landlord shall timely obtain any approval or authorization that may be required pursuant to any law, regulation or ordinance of the state, county or municipality which requires approval or authorization based upon a review of the environmental condition (a) no portion of the Premises and Easement Areas to be obtained from any governmental agency prior to execution of this Leaseexisting improvements located thereon, sale of including the Premises or grant of the easements described in Section 33 belowsoil, to Tenantgroundwater, its successors or assignssurface water and sediment (collectively “Property”), includingcontains Hazardous Substances, without limitation, the final unconditional approval from the Environmental Protection Agency of the United States Government for the lease of the Premises and grant of the easements described in Section 33 below to Tenant pursuant to the terms of this Lease and releasing the Premises and access easement areas from any restrictions on the sale, lease or transfer of the Premises which were publicly recorded against the Premises in connection with any governmental grant used to acquire the Premises or Easement Areas. (2) There is no pending or threatened private or governmental claim, order or litigation, nor is there any pending or threatened judicial or administrative action or order, pertaining to or affecting the Premises or Easement Areas. (3b) Landlord has not caused placed or permitted and shall not cause or permit discharged any Hazardous Substances onto the Property, (as herein definedc) neither Landlord nor, to beLandlord’s actual knowledge (but without any inquiry or other due diligence), and has no knowledge that the Property is subject to any such Hazardous Substances wereexisting, generated manufacturedpending, refined, transported, treated, stored, disposed, handled, processed, produced or released on the Premises or Easement Areas except in compliance with all applicable federal, state and local laws and regulations. (4) That the Premises and Easement Areas have not previously been used as a landfill, as a dump for garbage, waste, refuse, construction debris or for the storage, disposal or treatment of Hazardous Substances or hazardous wastes except in compliance with all applicable federal, state and local laws, rules, regulations, codes, ordinances, orders and other applicable law. (5) That no Environmental Condition (as hereinafter defined) concerning the Premises, Easement Areas or threatened investigation by any real property adjacent to the Premises, Easement Areas or in the vicinity of the Premises or Easement Areas existed or exists that would adversely affect the Premises or Easement Areas. Landlord has disclosed to Tenant all data, sampling results, reports and other information regarding the Environmental Condition of the Premises and Easement Areas, which are in the possession of Landlord or of which Landlord has knowledge. For purposes of this Lease, "Environmental Condition" means the existence of governmental authority under any Hazardous Substances in or on the soil, surface or ground waters, stream sediments, and every other environmental media, which condition could require investigation and/or remedial action of any kind under applicable federal, state or local statuteslaw, regulation or ordinance pertaining to air and water quality, the hauling, transportation, storage, treatment, usage or disposal of Hazardous Substances, air emissions, and other environmental matters, (d) no handling, transportation, storage, treatment, or use of Hazardous Substances that has occurred on the Property to date has not been in compliance with all federal, state, and local laws, regulations and ordinances, (e) no leak, spill, release, discharge, emission, or ordinances or which could result in claimsdisposal of Hazardous Substances has occurred on the Property to date, demands, orders or liabilities by or to third parties, including without limitation, governmental entities. (6f) Landlord shall promptly deliver to Tenant written documentation received by Landlord after the date hereof concerning environmental matters pertaining there has been no violation of any Environmental Laws relating to the PremisesProperty or any Hazardous Substances on, Easement Areas beneath, or above the Property or emanating or migrating, or threatening to emanate or migrate, from the Property to off-site properties that could form the basis of any Environmental Claims against Landlord or the Property, (g) there are no outstanding violations, notices of potential liability, or administrative or judicial consent decrees or orders respecting the Property under any applicable Environmental Laws concerning protection of human health and any property adjacent the environment to which the Landlord is subject, (h) there has been no communication, whether from a government authority, citizens’ group, employer or otherwise, that alleges that Landlord is not in full compliance with all applicable Environmental Laws relating to the Property and there are no circumstances that may prevent or interfere with such full compliance in the vicinity of the Premises or Easement Areas, including all notices, permits, licensesfuture, and submissions made (i) there are no pending or received by Landlord or on behalf of Landlord threatened Environmental Claims with regard to or from any local, state or federal agencythe Property.

Landlord’s Representations and Warranties. Landlord agrees with and hereby represents and warrants to Tenant that, except for the matters claimed, alleged and admitted by Landlord in the EPA Proceeding or the Consent Decree agreed to by Landlord in such proceedingas follows: (1a) For the period up to and including the Commencement Date, Landlord has at all times complied with all applicable federal, state good and local environmental laws and regulations applicable indefeasible title to the Premises, the Easement Areas and any activities conducted thereon including, without limitation those laws and regulations which require notification to the federal, state, county, municipality or others prior to lease or sale of the Premises or at any time thereafterProject. Landlord has full partnership right, power and authority to enter into and execute and deliver and perform its duties and obligations under this Lease, which when so executed and delivered, shall timely obtain any approval or authorization that be binding upon Landlord and enforceable by Tenant in accordance with its terms, except as may be required pursuant to any lawlimited by bankruptcy, regulation insolvency or ordinance similar laws affecting the enforcement of the state, county or municipality which requires approval or authorization based upon a review of the environmental condition of the Premises and Easement Areas to be obtained creditors' rights generally. (b) No written notice from any governmental agency prior to execution body or person has been served upon Landlord claiming any violation of this Leaseany restrictive covenant, sale of the Premises law, ordinance, code or grant of the easements described in Section 33 belowregulation or requiring construction, to Tenant, its successors alterations or assigns, including, without limitation, the final unconditional approval from the Environmental Protection Agency of the United States Government for the lease of the Premises and grant of the easements described in Section 33 below to Tenant pursuant to the terms of this Lease and releasing the Premises and access easement areas from any restrictions installation on the sale, lease or transfer of the Premises which were publicly recorded against the Premises in connection with the Leased Premises which has not been complied with or asserting or establishing any governmental grant used to acquire the Premises liability or Easement Areasclaim against Landlord or any predecessor in interest. (2c) There is are no pending pending, or threatened private to Landlord's actual knowledge, contemplated or governmental claim, order proposed eminent domain proceedings with respect to the Building or litigation, nor is there any pending or threatened judicial or administrative action or order, pertaining to or affecting the Premises or Easement Areasrights of Landlord therein. (3d) Landlord has not caused or permitted and shall not cause or permit any Hazardous Substances (as herein defined) at the Commencement Date will have good and valid rights of ingress and egress to beand from the Building from dedicated public street systems, and the Building is and at the Commencement Date will be connected to, is adequately served by, and has legal use of the public sewer lines, electric, water and other public utilities and there are no knowledge that septic tanks located on any such Hazardous Substances were, generated manufactured, refined, transported, treated, stored, disposed, handled, processed, produced or released on the Premises or Easement Areas except in compliance with all applicable federal, state and local laws and regulationsthereof. (4e) That There are no pending assessments for public improvements against the Premises and Easement Areas have not previously been used as a landfill, as a dump for garbage, waste, refuse, construction debris or for the storage, disposal or treatment of Hazardous Substances or hazardous wastes except in compliance with all applicable federal, state and local laws, rules, regulations, codes, ordinances, orders and other applicable lawPremises. (5f) That no Environmental Condition To the best of Landlord's actual knowledge, during the period of Landlord' ownership of the Project, (i) the Leased Premises have not been used to generate, manufacture, refine, transport, treat, sort, handle, dispose, transfer, produce, process or in any manner deal with hazardous materials (as hereinafter defined) concerning the Premises, Easement Areas or defined by any real property adjacent to the Premises, Easement Areas or in the vicinity of the Premises or Easement Areas existed or exists that would adversely affect the Premises or Easement Areas. Landlord has disclosed to Tenant all data, sampling results, reports and other information regarding the Environmental Condition of the Premises and Easement Areas, which are in the possession of Landlord or of which Landlord has knowledge. For purposes of this Lease, "Environmental Condition" means the existence of any Hazardous Substances in or on the soil, surface or ground waters, stream sediments, and every other environmental media, which condition could require investigation and/or remedial action of any kind under applicable federal, state or local statutesenvironmental law, regulations ordinance, rule or ordinances regulation) and (ii) no hazardous materials have been installed or which could result stored on the Leased Premises, in claimseither case in violation of any applicable environmental law. Neither the Landlord, demandsnor, orders or liabilities by or to third parties, including without limitation, governmental entities. (6) Landlord shall promptly deliver to Tenant written documentation received by Landlord after the date hereof concerning environmental matters pertaining to the best of Landlord's actual knowledge, any tenant, subtenant or occupant of the Leased Premises during the period of Landlord's ownership of the Project has received any written notice or advise from any governmental agency or any tenant, subtenant or occupant with regard to hazardous materials on, from or affecting the Leased Premises. For the purposes of the foregoing representation, Easement Areas hazardous materials shall not include substances in quantities and any property adjacent to or concentrations which are customarily used in the vicinity ordinary course of the Premises Landlord's or Easement Areas, including any other tenant's business so long as such substances are and have been used and disposed of in accordance with all notices, permits, licenses, and submissions made or received by Landlord or on behalf of Landlord to or from any local, state or federal agencyapplicable environmental laws.