Common use of Remediation Clause in Contracts

Remediation. Except to the extent caused by any intentional or negligent act of Lessor or Lessor’s agents or Affiliates, or after the Term, if Lessee becomes aware of a material violation of any Legal Requirement relating to any Hazardous Substance or the presence of any Hazardous Substances that pose a risk to human health or the environment in, on, under or about the Leased Property or any Capital Additions, or if Lessee, Lessor or the Leased Property (or any portion thereof) or any Capital Additions becomes subject to any material order of any Governmental Authority pursuant to Environmental Law or other Legal Requirement to repair, close, detoxify, decontaminate or otherwise remediate the Leased Property (or any portion thereof) and any Capital Additions, Lessee shall notify Lessor within fifteen (15) days of such event and, at its sole cost and expense, cure such violation or effect such repair, closure, detoxification, decontamination or other remediation to the extent required by any Environmental Law or as reasonably necessary to respond to a threat to human health or a risk of property damage related thereto. Upon the Lessee becoming aware of any material Mold or Mold Conditions in or about the Leased Property (or any portion thereof) or any Capital Additions, Lessee shall also reasonably promptly notify Lessor of such event and, at its sole cost and expense, hire a trained and experienced Mold remediation contractor(s) to clean-up and remove from the Leased Property and any Capital Additions all Mold or Mold Conditions in strict compliance with all Mold Remediation Requirements. If Lessee fails to implement and diligently pursue any such cure, repair, closure, detoxification, decontamination or other remediation, Lessor shall have the right, but not the obligation, to carry out such action and to recover from Lessee all of Lessor’s out-of-pocket costs and expenses incurred in connection therewith.

Remediation. Except If, at any time prior to the extent caused termination of this Agreement, Hazardous Substances (other than those maintained in accordance with Applicable Laws) are discovered on the Leased Property, subject to Tenant's right to contest the same in accordance with Article 8, Tenant shall take or shall cause Manager to take all actions and incur any and all expenses, as may be reasonably necessary and as may be required by any intentional or negligent act of Lessor or Lessor’s agents or AffiliatesGovernment Agency, or after (a) to clean up and remove from and about the Term, if Lessee becomes aware of a material violation of any Legal Requirement relating to any Hazardous Substance or the presence of any Leased Property all Hazardous Substances that pose a risk thereon, (b) to human health contain and prevent any further release or the environment in, on, under threat of release of Hazardous Substances on or about the Leased Property and (c) to use good faith efforts to eliminate any further release or any Capital Additions, or if Lessee, Lessor or the Leased Property (or any portion thereof) or any Capital Additions becomes subject to any material order threat of any Governmental Authority pursuant to Environmental Law or other Legal Requirement to repair, close, detoxify, decontaminate or otherwise remediate the Leased Property (or any portion thereof) and any Capital Additions, Lessee shall notify Lessor within fifteen (15) days release of such event and, at its sole cost and expense, cure such violation or effect such repair, closure, detoxification, decontamination or other remediation to the extent required by any Environmental Law or as reasonably necessary to respond to a threat to human health or a risk of property damage related thereto. Upon the Lessee becoming aware of any material Mold or Mold Conditions in Hazardous Substances on or about the Leased Property Property. Tenant shall promptly: (i) upon receipt of notice or knowledge, notify Landlord in writing of any portion thereofmaterial change in the nature or extent of Hazardous Substances at the Leased Property, (ii) or transmit to Landlord a copy of any Capital Additions, Lessee shall also reasonably promptly notify Lessor of such event and, at its sole cost and expense, hire a trained and experienced Mold remediation contractor(s) Community Right to clean-up and remove from Know report which is required to be filed by Tenant with respect to the Leased Property pursuant to XXXX Title III or any other Applicable Law, (iii) transmit to Landlord copies of any citations, orders, notices or other governmental communications received by Tenant or its agents or representatives with respect thereto (collectively, "Environmental Notice"), which Environmental Notice requires a written response or any action to be taken and/or if such Environmental Notice gives notice of and/or presents a material risk of any material violation of any Applicable Law and/or presents a material risk of any material cost, expense, loss or damage (an "Environmental Obligation"), (iv) observe and comply with all Applicable Laws relating to the use, maintenance and disposal of Hazardous Substances and all orders or directives from any Capital Additions all Mold official, court or Mold Conditions agency of competent jurisdiction relating to the use or maintenance or requiring the removal, treatment, containment or other disposition thereof, and (v) pay or otherwise dispose of any fine, charge or Imposition related thereto, unless Tenant shall contest the same in strict good faith and by appropriate proceedings and the right to use and the value of the Leased Property is not materially and adversely affected thereby. Tenant's liability and obligations pursuant to the terms of this Section 4.3.1 are subject to the provisions of Sections 5.1.3 and 5.1.4 and Landlord's compliance with all Mold Remediation Requirements. If Lessee fails to implement and diligently pursue any such cure, repair, closure, detoxification, decontamination or other remediation, Lessor shall have the right, but not the obligation, to carry out such action and to recover from Lessee all of Lessor’s out-of-pocket costs and expenses incurred in connection therewithits funding obligations under Section 5.1.4.

Remediation. Except to the extent caused by any intentional or negligent act of Lessor or Lessor’s agents or Affiliates, or after the Term, if Lessee becomes aware of a material violation of any Legal Requirement relating to any Hazardous Substance or the presence of any Hazardous Substances that pose a risk to human health or the environment in, on, under or about the Leased Property or any Capital Additions, or if Lessee, Lessor or the Leased Property (or any portion thereofa) or any Capital Additions becomes subject to any material order of any Governmental Authority pursuant to Environmental Law or other Legal Requirement to repair, close, detoxify, decontaminate or otherwise remediate the Leased Property (or any portion thereof) and any Capital Additions, Lessee shall notify Lessor within fifteen (15) days of such event and, at its sole cost and expense, cure such violation or effect such repair, closure, detoxification, decontamination or other remediation to the extent required by any Environmental Law or as reasonably necessary to respond to a threat to human health or a risk of property damage related thereto. Upon the Lessee becoming aware of any material Mold or Mold Conditions in or about the Leased Property (or any portion thereof) or any Capital Additions, Lessee shall also reasonably promptly notify Lessor of such event and, at its sole cost and expense, hire a trained and experienced Mold remediation contractor(s) to clean-up and remove from the Leased Property and any Capital Additions all Mold or Mold Conditions in strict compliance with all Mold Remediation Requirements. If Lessee fails to implement and diligently pursue any such cure, repair, closure, detoxification, decontamination or other remediation, Lessor Indemnitee shall have the right, but not the obligation, subsequent to carry out any Event of Default by Indemnitor hereunder, without in any manner limiting Indemnitee’s other rights and remedies under this Agreement, to enter onto the Property or to take such action and other actions as Indemnitee deems necessary or advisable to recover from Lessee all clean up, remove, resolve or minimize the impact of, or otherwise deal with, any Hazardous Materials or a violation of Lessor’s out-of-pocket Environmental Laws at the Property. Except in an emergency situation, so long as Indemnitor or Tenants of Indemnitor are in occupancy of the portion of the Property in question, Indemnitee shall give reasonable advance notice (either written or verbal) of its intention to enter the Property for any such purpose to afford Indemnitor the opportunity to have a representative accompany the agents or representatives of such Indemnitee in question should Indemnitor elect to do so. All reasonable costs and expenses paid or incurred by Indemnitee in connection therewiththe exercise of any such rights shall be payable by Indemnitor upon demand. (b) In the event that the Indemnitor is engaged in the remediation of any violation of Environmental Laws and/or presence of Hazardous Materials at the Property at the time of a Default or Event of Default occurs under the Loan and the Default or Event of Default in question does not arise out of such violation of Environmental Laws and/or presence of Hazardous Materials or the remediation actions or inactions of Indemnitor with respect thereto, then Indemnitee agrees that Indemnitor shall be permitted to control the completion of such remediation activities so long, as Indemnitor diligently proceeds therewith in a manner reasonably satisfactory to Indemnitee and Indemnitor keeps Indemnitee reasonably informed as to the progress of such remediation efforts. In any such event, however, this Agreement and the indemnification rights provided for herein shall remain in full force and effect.

Remediation. Except to If any investigation, site monitoring, containment, cleanup, removal, restoration or other remedial work of any kind or nature (the extent caused “Remedial Work”) is reasonably desirable (in the case of an operation and maintenance program or similar monitoring or preventative programs) or necessary, both as determined by an independent environmental consultant selected by Mortgagee under any applicable federal, state or local law, regulation or ordinance, or under any judicial or administrative order or judgment, or by any intentional governmental person, board, commission or negligent act agency, because of Lessor or Lessor’s agents in connection with the current or Affiliatesfuture presence, suspected presence, release or suspected release of a Hazardous Substance into the air, soil, groundwater, or after the Term, if Lessee becomes aware of a material violation of any Legal Requirement relating to any Hazardous Substance or the presence of any Hazardous Substances that pose a risk to human health or the environment insurface water at, on, about, under or about within the Leased Property or any Capital Additions, or if Lessee, Lessor or the Leased Property (Mortgaged Premises or any portion thereof, Mortgagor shall within thirty (30) or any Capital Additions becomes subject to any material order of any Governmental Authority pursuant to Environmental Law or other Legal Requirement to repair, close, detoxify, decontaminate or otherwise remediate days after written demand by Mortgagee for the Leased Property performance (or any portion thereof) within such shorter time as may be required under applicable law, regulation, ordinance, order or agreement), commence and any Capital Additions, Lessee shall notify Lessor within fifteen (15) days of thereafter diligently prosecute to completion all such event and, at its sole cost and expense, cure such violation or effect such repair, closure, detoxification, decontamination or other remediation Remedial Work to the extent required by any Environmental Law law. All Remedial Work shall be performed by contractors approved in advance by Mortgagee (which approval in each case shall not be unreasonably withheld or as reasonably necessary to respond to delayed) and under the supervision of a threat to human health or a risk of property damage related theretoconsulting engineer approved in advance by Mortgagee. Upon the Lessee becoming aware of any material Mold or Mold Conditions in or about the Leased Property (or any portion thereof) or any Capital Additions, Lessee shall also reasonably promptly notify Lessor of such event and, at its sole cost and expense, hire a trained and experienced Mold remediation contractor(s) to clean-up and remove from the Leased Property and any Capital Additions all Mold or Mold Conditions in strict compliance with all Mold Remediation Requirements. If Lessee fails to implement and diligently pursue any such cure, repair, closure, detoxification, decontamination or other remediation, Lessor shall have the right, but not the obligation, to carry out such action and to recover from Lessee all of Lessor’s out-of-pocket All costs and expenses of such Remedial Work (including without limitation the reasonable fees and expenses of Mortgagee’s counsel) incurred in connection therewithwith monitoring or review of the Remedial Work shall be paid by Xxxxxxxxx. If Mortgagor shall fail or neglect to timely commence or cause to be commenced, or shall fail to diligently prosecute to completion, such Remedial Work, Mortgagee may (but shall not be required to) cause such Remedial Work to be performed; and all costs and expenses thereof, or incurred in connection therewith (including, without limitation, the reasonable fees and expenses of Mortgagee’s counsel), shall be paid by Mortgagor to Mortgagee forthwith after demand and shall be a part of the indebtedness secured hereby.

Remediation. Except to the extent caused by any intentional or grossly negligent act of Lessor or Lessor’s agents or Affiliates, or after the Term, if Lessee becomes aware of a material violation of any Legal Requirement relating to any Hazardous Substance or the presence of any Hazardous Substances that pose a risk to human health or the environment in, on, under or about the Leased Property or any Capital Additions, or if Lessee, Lessor or the Leased Property (or any portion thereof) or any Capital Additions becomes subject to any material order of any Governmental Authority pursuant to Environmental Law or other Legal Requirement to repair, close, detoxify, decontaminate or otherwise remediate the Leased Property (or any portion thereof) and any Capital Additions, Lessee shall notify Lessor within fifteen (15) days of such event and, at its sole cost and expense, cure such violation or effect such repair, closure, detoxification, decontamination or other remediation to the extent required by any Environmental Law or as reasonably necessary to respond to a threat to human health or a risk of property damage related thereto. Upon the Lessee becoming aware of any material Mold or Mold Conditions in or about the Leased Property (or any portion thereof) or any Capital Additions, Lessee shall also reasonably promptly notify Lessor of such event and, at its sole cost and expense, hire a trained and experienced Mold remediation contractor(s) to clean-up and remove from the Leased Property and any Capital Additions all Mold or Mold Conditions in strict compliance with all Mold Remediation Requirements. If Lessee fails to implement and diligently pursue any such cure, repair, closure, detoxification, decontamination or other remediation, Lessor shall have the right, but not the obligation, to carry out such action and to recover from Lessee all of Lessor’s out-of-out of pocket costs and expenses incurred in connection therewith.

Remediation. Except to (a) The Power Authority shall be responsible for the extent caused performance of any Remediation required under applicable federal, state, local, and Environmental Laws, or Power Authority requirements or as determined by any intentional Governmental Authority, in order to address (i) the existence or negligent act suspected existence of Lessor or Lessor’s agents or Affiliates, or after the Term, if Lessee becomes aware of a material violation of any Legal Requirement relating to any Hazardous Substance or the presence of any Hazardous Substances that pose a risk to human health or the environment in, on, or under the Easement Area that are discovered or about encountered as a result of the Leased Property Additional Work, Risks, Power Authority’s ownership or any Capital Additions, or if Lessee, Lessor operation of the Facility or the Leased Property performance of O&M Services under this Second Composite Agreement (each, a “Discovery”); and (ii) any Release or threatened Release in, on, under, over or migrating to, from or through the Con Edison Lands or the Facility caused by or relating to the Power Authority’s ownership or operation of the Facility or the performance of the O&M Services under this Second Composite Agreement (the “Required Remediation”). The Power Authority shall promptly take all actions as are necessary to perform (a) Remediation of any such Release or Discovery, and (b) such other work as may be required by any Governmental Authority to safeguard the health, safety or welfare of any persons, the Con Edison Lands and any improvements thereon or there under (including the Facility), from any Release or threatened Release or Discovery. In the case any Remediation is required, the Power Authority shall be responsible for restoring the affected portion thereof) or portions of the Con Edison Lands, together with any Capital Additions becomes subject and all affected soil and groundwater, to any material order the functional and topographical condition that existed prior to the Release and Remediation, as well as to the condition required by Environmental Laws, and as necessary to satisfy the requirements of any Governmental Authority exercising jurisdiction with respect to the Con Edison Lands for such Release or Discovery. (b) Any Remediation required to be performed by the Power Authority pursuant to Environmental Law Section 12.2 (a) above, may be performed by Con Edison if: (i) the Parties agree that Con Edison shall perform some or other Legal Requirement to repair, close, detoxify, decontaminate or otherwise remediate the Leased Property (or any portion thereof) and any Capital Additions, Lessee shall notify Lessor within fifteen (15) days all of such Remediation; or (ii) Con Edison is required to perform the Remediation by a Governmental Authority. (c) In the event andthat Con Edison performs any Required Remediation, at its sole cost and expense, cure such violation or effect such repair, closure, detoxification, decontamination or other remediation the Power Authority shall pay to the extent required by any Environmental Law or as reasonably necessary to respond to a threat to human health or a risk Con Edison 100% of property damage related thereto. Upon the Lessee becoming aware of any material Mold or Mold Conditions in or about the Leased Property (or any portion thereof) or any Capital Additions, Lessee shall also reasonably promptly notify Lessor of such event and, at its sole cost and expense, hire a trained and experienced Mold remediation contractor(s) to clean-up and remove from the Leased Property and any Capital Additions all Mold or Mold Conditions in strict compliance with all Mold Remediation Requirements. If Lessee fails to implement and diligently pursue any such cure, repair, closure, detoxification, decontamination or other remediation, Lessor shall have the right, but not the obligation, to carry out such action and to recover from Lessee all of Lessor’s out-of-pocket its costs and expenses incurred associated with such Remediation. (d) In connection with any Required Remediation, the Party performing the Remediation shall provide the non-performing Party with copies of all work plans required by a Governmental Authority. In addition, the performing Party shall keep the non-performing Party apprised of the status of any such Remediation. The Parties will each use commercially reasonable efforts to cooperate with each other in connection therewithorder to minimize each Party’s costs related to any Required Remediation necessary to satisfy applicable Environmental Law obligations and securing closure of any such obligations.

Remediation. Except If Lessee is obligated pursuant to Section 11.3 or Section 12.2 above to remediate any Hazardous Materials, the following additional provisions shall apply: (a) There shall be no cost to Lessor in connection with the remediation. (b) Lessee shall proceed with reasonable diligence and continuity to develop and carry out an appropriate response plan consistent with the requirements of this Section 12 (including obtaining approval of such response plan from all governmental agencies with jurisdiction over the Premises). (c) The response plan: (i) shall be prepared by a licensed environmental consultant engaged by Lessee and reasonably approved in writing by Lessor; (ii) shall satisfy the requirements of all applicable Environmental Laws; (iii) shall, to the maximum extent caused feasible, achieve a long-term solution for the Premises that will permit the use of the Premises for the Permitted Uses without the imposition of restrictive covenants or other provisions that would materially restrict or limit the use of any material portion of the Premises; and (iv) shall not (A) require the retention of any monitoring or other facilities on the Premises past the end of the Term (unless no other alternative is both commercially feasible and permitted by Environmental Law), in which event such monitoring and other facilities shall be maintained and operated at Lessee’s sole cost and expense (as between Lessor and Lessee) for the shortest period that is commercially reasonable and thereafter (unless prohibited by applicable Environmental Laws or governmental agencies with jurisdiction over the Premises) shall be removed and the Premises restored to its original condition as expeditiously as is feasible, at Lessee’s sole cost and expense (as between Lessor and Lessee), which obligations shall survive the termination of this Lease, or (B) cause the imposition of any intentional material restriction on the use or negligent act occupancy of Lessor any Improvements on the Premises following completion of the remediation, or impose any material obligation or liability on Lessor. (d) The remediation work shall be performed by a licensed environmental contractor (such contractor to be subject to Lessor’s agents or Affiliatesreasonable approval) under the supervision of the environmental consultant, or after and shall be conducted and completed in accordance with all applicable Environmental Laws and substantially in accordance with the Termapproved response plan. (e) Lessor may engage an independent environmental consultant to observe the remediation work at reasonable intervals, if and Lessee becomes aware of a material violation of shall pay such consultant’s reasonable fees and charges. (f) As between Lessor and Lessee, Lessee shall be responsible for complying with, and Lessor shall not be named under, any Legal Requirement and all manifest and disposal requirements relating to any Hazardous Substance or the presence Materials to be disposed of any Hazardous Substances that pose a risk to human health or the environment inoff-site, on, under or about the Leased Property or any Capital Additions, or if Lessee, Lessor or the Leased Property (or any portion thereof) or any Capital Additions becomes subject to any material order of any Governmental Authority pursuant to Environmental Law or other Legal Requirement to repair, close, detoxify, decontaminate or otherwise remediate the Leased Property (or any portion thereof) and any Capital Additions, Lessee shall notify Lessor within fifteen (15) days of such event and, at its sole cost and expense, cure such violation or effect such repair, closure, detoxification, decontamination or other remediation except solely to the extent otherwise required by any Environmental Law or as reasonably necessary to respond to a threat to human health or a risk of property damage related thereto. Upon the Lessee becoming aware of any material Mold or Mold Conditions in or about the Leased Property (or any portion thereof) or any Capital Additions, Lessee shall also reasonably promptly notify Lessor of such event and, at its sole cost and expense, hire a trained and experienced Mold remediation contractor(s) to clean-up and remove from the Leased Property and any Capital Additions all Mold or Mold Conditions in strict compliance with all Mold Remediation Requirements. If Lessee fails to implement and diligently pursue any such cure, repair, closure, detoxification, decontamination or other remediation, Lessor shall have the right, but not the obligation, to carry out such action and to recover from Lessee all of Lessor’s out-of-pocket costs and expenses incurred in connection therewithLaws.

Remediation. Except (a) Tenant shall diligently and in good faith perform all remediation work described on Schedule 20.3 to the extent caused Side Letter and shall perform the same by the deadlines set forth on Schedule 20.3 to the Side Letter, subject to Force Majeure; provided, that if Tenant is unable to remediate any intentional applicable condition within the required time period notwithstanding its use of commercially reasonable efforts to do so, then, so long as (i) Tenant diligently and expeditiously proceeds to complete such remediation and (ii) the failure to complete remediation does not (A) involve matters imminent to protection of human health and safety, (B) does not endanger any tenant, patron or negligent act other occupant of Lessor the Property or Lessor’s agents the general public and (C) does not materially and adversely affect the value of the applicable Demised Premises or Affiliatesresult in a default by Landlord under any third-party lease or Operating Agreement, or after the Termsuch time period shall be extended to such further date as may be requested by Tenant and approved by Landlord in its reasonable discretion. Additionally, if Lessee Tenant (a) is or becomes aware of any Known Environmental Problem that involves the presence, a release or poses a potential release of a Hazardous Substance or material harm to human health or safety or for which there is a requirement under applicable Environmental Law to conduct an investigation or remediation, (b) receives notice from a government agency of a violation of any Legal Requirement relating to any Hazardous Substance (excepting administrative. ministerial, recordkeeping, product labelling or the presence information violations, and similar violations which do not involve any presence, release or potential release of any Hazardous Substances that pose Substances, and violations which are promptly corrected upon discovery, individually a risk to human health or the environment “Non-Release Violation” and collectively, “Non-Release Violations”) in, on, under or about the Leased Property Demised Premises, or any Capital Additionsproximate property which is caused or alleged to be caused by Tenant, or any of Tenant’s Related Users, or (c) if LesseeTenant, Lessor Landlord or the Leased Property (or any portion thereof) or any Capital Additions Demised Premises becomes subject to any material order of any Governmental Authority pursuant to Environmental Law federal, state or other Legal Requirement local agency to repair, investigate, close, detoxify, decontaminate or otherwise remediate the Leased Property Demised Premises, or if Landlord becomes aware of the circumstances described in clauses (or any portion thereofa) and any Capital Additionsthrough (c), Lessee Tenant shall promptly notify Lessor within fifteen (15) days Landlord of such event (or Landlord shall promptly notify Tenant of such event (as applicable)), and, at its sole cost and expense, Tenant shall cure such violation or effect such repair, investigation, closure, detoxification, decontamination or other remediation as is required by applicable Environmental Law. If Tenant fails to implement and diligently pursue any such cure, investigation, repair, closure, detoxification, decontamination or other remediation to the extent required satisfaction of the applicable regulatory authority as evidenced by any Environmental Law the issuance of a “no further action/remediation” letter or as reasonably necessary to respond to a threat to human health or a risk of property damage related thereto. Upon the Lessee becoming aware of any material Mold or Mold Conditions in or about the Leased Property (or any portion thereof) or any Capital Additionssimilar instrument, Lessee shall also reasonably promptly notify Lessor of such event and, at its sole cost and expense, hire a trained and experienced Mold remediation contractor(s) to clean-up and remove from the Leased Property and any Capital Additions all Mold or Mold Conditions in strict compliance with all Mold Remediation Requirements. If Lessee fails to implement and diligently pursue any such cure, repair, closure, detoxification, decontamination or other remediation, Lessor Landlord shall have the right, but not the obligation, to carry out such action upon reasonable prior notice to Tenant and to recover from Lessee Tenant all of LessorLandlord’s out-of-pocket costs and expenses incurred in connection therewiththerewith in accordance with applicable Environmental Law. (b) Notwithstanding any other provisions to the contrary contained in Sections 1.6, 1.7, 1.8, or 1.9, or elsewhere in this Master Lease: (i) as of the Commencement Date, Landlord acknowledges receipt of environmental reports which disclose the existence of various Known Environmental Problems with respect to various Properties described on Schedule 20.3 to the Side Letter. Landlord understands and agrees that conditions may be such that remediation of such Known Environmental Problems, may not be completed within the time frames otherwise designated in this Master Lease, including by reason of the nature and extent of such Known Environmental Problems; and (ii) Landlord agrees that Tenant will be required to commence remediation activities with respect to any Known Environmental Problems promptly after (x) Landlord’s and Tenant’s agreement on the appropriate remediation plan therefor in accordance with applicable Legal Requirements with respect to matters disclosed in such environmental reports as set forth on Schedule 20.3 to the Side Letter, and to complete remediation of Known Environmental Problems within a reasonable period of time and using reasonable diligence in accordance with the standard industry practices and in conformity with applicable Legal Requirements, including after the expiration or termination of this Master Lease with respect to any individual Demised Premises. (c) To the extent that Tenant shall fund any Landlord Mortgage reserve for environmental remediation in accordance with Schedule 20.3 to the Side Letter, Tenant’s obligation to perform the environmental remediation relating to such reserves shall be conditioned upon Landlord’s release of such funds (or an equivalent amount) to Tenant in connection with the performance of such work so long as Tenant has complied with its obligations under Section 21.26. Notwithstanding the foregoing, to the extent funds have been released from such reserve but are not sufficient to complete the environmental remediation in accordance with Schedule 20.3, Tenant shall remain obligated to complete such environmental remediation at Tenant’s sole cost and expense.

Remediation. Except If at any time during the Term any contamination of the Premises or the Property by Hazardous Materials shall occur where such contamination is caused by the act or omission of Tenant or Tenant’s Representatives (“Tenant’s Contamination”), then Tenant, at Tenant’s sole cost and expense, shall promptly and diligently remove such Hazardous Materials from the Premises, the Property or the groundwater underlying the Premises or the Property to the extent caused by required to comply with applicable Hazardous Materials Laws to restore the Premises or the Property to the same or better condition which existed before the Tenant’s Contamination. Tenant shall not take any intentional required remedial action in response to any Tenant’s Contamination in or negligent act of Lessor about the Premises or Lessor’s agents or Affiliatesthe Property, or after the Termenter into any settlement agreement, if Lessee becomes aware of a material violation of consent, decree or other compromise in respect to any Legal Requirement claims relating to any Hazardous Substance or Tenant’s Contamination without first obtaining the prior written consent of Landlord, which may be subject to conditions imposed by Landlord as determined in Landlord’s sole discretion, provided, however, Landlord’s prior written consent shall not be necessary in the event that the presence of any Hazardous Substances that pose a risk to human health or the environment in, Materials on, under or about the Leased Property or any Capital Additions, or if Lessee, Lessor Premises or the Leased Property (i) poses an immediate threat to the health, safety or any portion thereof) or any Capital Additions becomes subject to any material order welfare of any Governmental Authority pursuant individual or (ii) is of such a nature that an immediate remedial response is necessary and it is not possible to Environmental Law obtain Landlord’s consent before taking such action. Tenant and Landlord shall jointly prepare a remediation plan in compliance with all Hazardous Materials Laws and the provisions of this Lease. In addition to all other rights and remedies of the Landlord hereunder, if Tenant does not promptly and diligently take all steps to prepare and obtain all necessary approvals of a remediation plan for any Tenant’s Contamination, and thereafter commence the required remediation of any Hazardous Materials released or other Legal Requirement to repair, close, detoxify, decontaminate or otherwise remediate the Leased Property discharged in connection with Tenant’s Contamination within thirty (or any portion thereof) and any Capital Additions, Lessee shall notify Lessor within fifteen (1530) days of after all necessary approvals and consents have been obtained and thereafter continue to prosecute such event andremediation to completion in accordance with an approved remediation plan, then Landlord, at its sole cost and expensediscretion, cure such violation or effect such repair, closure, detoxification, decontamination or other remediation to the extent required by any Environmental Law or as reasonably necessary to respond to a threat to human health or a risk of property damage related thereto. Upon the Lessee becoming aware of any material Mold or Mold Conditions in or about the Leased Property (or any portion thereof) or any Capital Additions, Lessee shall also reasonably promptly notify Lessor of such event and, at its sole cost and expense, hire a trained and experienced Mold remediation contractor(s) to clean-up and remove from the Leased Property and any Capital Additions all Mold or Mold Conditions in strict compliance with all Mold Remediation Requirements. If Lessee fails to implement and diligently pursue any such cure, repair, closure, detoxification, decontamination or other remediation, Lessor shall have the right, but not the obligation, to carry out cause such action remediation to be accomplished, and Tenant shall reimburse Landlord within fifteen (15) business days of Landlord’s demand for reimbursement of all amounts reasonably paid by Landlord (together with interest on such amounts at the highest lawful rate until paid), when such demand is accompanied by reasonable proof of payment by Landlord of the amounts demanded. Tenant shall promptly deliver to recover Landlord, legible copies of hazardous waste manifests reflecting the legal and proper disposal of all Hazardous Materials removed from Lessee all the Premises or the Property as part of LessorTenant’s out-of-pocket costs and expenses incurred in connection therewithremediation of any Tenant’s Contamination.

Remediation. Except (a) Tenant shall diligently and in good faith perform all remediation work described on Schedule 20.3 hereto and shall use all commercially reasonable efforts to perform the same by the deadlines set forth on Schedule 20.3, subject to extension of such deadlines due to unforeseen circumstances (including field conditions) and all customary events and occurrence of Force Majeure, further subject to the extent caused by any intentional or negligent act provisions of Lessor or Lessor’s agents or Affiliates, or after the TermSection 20.3. Additionally, if Lessee Tenant (a) is or becomes aware of any Known Environmental Problem that involves the presence, a release or poses a potential release of a Hazardous Substance or material harm to human health or safety or for which there is a requirement under applicable Environmental Law to conduct an investigation or remediation, (b) receives notice from a government agency of a violation of any Legal Requirement relating to any Hazardous Substance (excepting administrative. ministerial, recordkeeping, product labelling or the presence information violations, and similar violations which do not involve any presence, release or potential release of any Hazardous Substances that pose Substances, and violations which are promptly corrected upon discovery, individually a risk to human health or the environment “Non-Release Violation” and collectively, “Non-Release Violations”) in, on, under or about the Leased Property Demised Premises, or any Capital Additionsproximate property which is caused or alleged to be caused by Tenant, or any of Tenant’s Related Users, or (c) if LesseeTenant, Lessor Landlord or the Leased Property (or any portion thereof) or any Capital Additions Demised Premises becomes subject to any material order of any Governmental Authority pursuant to Environmental Law federal, state or other Legal Requirement local agency to repair, investigate, close, detoxify, decontaminate or otherwise remediate the Leased Property Demised Premises, or if Landlord becomes aware of the circumstances described in clauses (or any portion thereofa) and any Capital Additionsthrough (c), Lessee Tenant shall promptly notify Lessor within fifteen (15) days Landlord of such event (or Landlord shall promptly notify Tenant of such event (as applicable)), and, at its sole cost and expense, Tenant shall cure such violation or effect such repair, investigation, closure, detoxification, decontamination or other remediation as is required by applicable Environmental Law. If Tenant fails to implement and diligently pursue any such cure, investigation, repair, closure, detoxification, decontamination or other remediation to the extent required satisfaction of the applicable regulatory authority as evidenced by any Environmental Law the issuance of a “no further action/remediation” letter or as reasonably necessary to respond to a threat to human health or a risk of property damage related thereto. Upon the Lessee becoming aware of any material Mold or Mold Conditions in or about the Leased Property (or any portion thereof) or any Capital Additionssimilar instrument, Lessee shall also reasonably promptly notify Lessor of such event and, at its sole cost and expense, hire a trained and experienced Mold remediation contractor(s) to clean-up and remove from the Leased Property and any Capital Additions all Mold or Mold Conditions in strict compliance with all Mold Remediation Requirements. If Lessee fails to implement and diligently pursue any such cure, repair, closure, detoxification, decontamination or other remediation, Lessor Landlord shall have the right, but not the obligation, to carry out such action upon reasonable prior notice to Tenant and to recover from Lessee Tenant all of LessorLandlord’s out-of-pocket costs and expenses incurred in connection therewiththerewith in accordance with applicable Environmental Law. (b) Notwithstanding any other provisions to the contrary contained in Sections 1.6, 1.7, 1.8, or 1.9, or elsewhere in this Master Lease: (i) as of the Commencement Date, Landlord acknowledges receipt of environmental reports which disclose the existence of various Known Environmental Problems with respect to various Properties described on Schedule 20.3. Landlord understands and agrees that conditions may be such that remediation of such Known Environmental Problems, may not be completed within the time frames otherwise designated in this Master Lease, including by reason of the nature and extent of such Known Environmental Problems; and (ii) Landlord agrees that Tenant will be required to commence remediation activities with respect to any Known Environmental Problems promptly after (x) Landlord’s and Tenant’s agreement on the appropriate remediation plan therefor in accordance with applicable Legal Requirements with respect to matters disclosed in such environmental reports as set forth on Schedule 20.3, and to complete remediation of Known Environmental Problems within a reasonable period of time and using reasonable diligence in accordance with the standard industry practices and in conformity with applicable Legal Requirements, including after the expiration or termination of this Master Lease with respect to any individual Demised Premises. (c) To the extent that Tenant shall fund any Landlord Mortgage reserve for environmental remediation in accordance with Schedule 20.3, Tenant’s obligation to perform the environmental remediation relating to such reserves shall be conditioned upon Landlord’s release of such funds (or an equivalent amount) to Tenant in connection with the performance of such work

Remediation. Except (a) Tenant shall diligently and in good faith perform all remediation work described on Schedule 20.3 to the extent caused Side Letter and shall perform the same by the deadlines set forth on Schedule 20.3 to the Side Letter, subject to Force Majeure; provided, that if Tenant is unable to remediate any intentional applicable condition within the required time period notwithstanding its use of commercially reasonable efforts to do so, then, so long as (i) Tenant diligently and expeditiously proceeds to complete such remediation and (ii) the failure to complete remediation does not (A) involve matters imminent to protection of human health and safety, (B) does not endanger any tenant, patron or negligent act other occupant of Lessor the Property or Lessor’s agents the general public and (C) does not materially and adversely affect the value of the applicable Demised Premises or Affiliatesresult in a default by Landlord under any third‑party lease or Operating Agreement, or after the Termsuch time period shall be extended to such further date as may be requested by Tenant and approved by Landlord in its reasonable discretion. Additionally, if Lessee Tenant (a) is or becomes aware of any Known Environmental Problem that involves the presence, a release or poses a potential release of a Hazardous Substance or material harm to human health or safety or for which there is a requirement under applicable Environmental Law to conduct an investigation or remediation, (b) receives notice from a government agency of a violation of any Legal Requirement relating to any Hazardous Substance (excepting administrative, ministerial, recordkeeping, product labelling or the presence information violations, and similar violations which do not involve any presence, release or potential release of any Hazardous Substances that pose Substances, and violations which are promptly corrected upon discovery, individually a risk to human health or the environment “Non‑Release Violation” and collectively, “Non‑Release Violations”) in, on, under or about the Leased Property Demised Premises, or any Capital Additionsproximate property which is caused or alleged to be caused by Tenant, or any of Tenant’s Related Users, or (c) if LesseeTenant, Lessor Landlord or the Leased Property (or any portion thereof) or any Capital Additions Demised Premises becomes subject to any material order of any Governmental Authority pursuant to Environmental Law federal, state or other Legal Requirement local agency to repair, investigate, close, detoxify, decontaminate or otherwise remediate the Leased Property Demised Premises, or if Landlord becomes aware of the circumstances described in clauses (or any portion thereofa) and any Capital Additionsthrough (c), Lessee Tenant shall promptly notify Lessor within fifteen (15) days Landlord of such event (or Landlord shall promptly notify Tenant of such event (as applicable)), and, at its sole cost and expense, Tenant shall cure such violation or effect such repair, investigation, closure, detoxification, decontamination or other remediation as is required by applicable Environmental Law. If Tenant fails to implement and diligently pursue any such cure, investigation, repair, closure, detoxification, decontamination or other remediation to the extent required satisfaction of the applicable regulatory authority as evidenced by any Environmental Law the issuance of a “no further action/remediation” letter or as reasonably necessary to respond to a threat to human health or a risk of property damage related thereto. Upon the Lessee becoming aware of any material Mold or Mold Conditions in or about the Leased Property (or any portion thereof) or any Capital Additionssimilar instrument, Lessee shall also reasonably promptly notify Lessor of such event and, at its sole cost and expense, hire a trained and experienced Mold remediation contractor(s) to clean-up and remove from the Leased Property and any Capital Additions all Mold or Mold Conditions in strict compliance with all Mold Remediation Requirements. If Lessee fails to implement and diligently pursue any such cure, repair, closure, detoxification, decontamination or other remediation, Lessor Landlord shall have the right, but not the obligation, to carry out such action upon reasonable prior notice to Tenant and to recover from Lessee Tenant all of LessorLandlord’s out-of-pocket costs and expenses incurred in connection therewiththerewith in accordance with applicable Environmental Law. (b) Notwithstanding any other provisions to the contrary contained in Sections 1.6, 1.7, 1.8, or 1.9, or elsewhere in this Master Lease: (i) as of the Commencement Date, Landlord acknowledges receipt of environmental reports which disclose the existence of various Known Environmental Problems with respect to various Properties described on Schedule 20.3 to the Side Letter. Landlord understands and agrees that conditions may be such that remediation of such Known Environmental Problems, may not be completed within the time frames otherwise designated in this Master Lease, including by reason of the nature and extent of such Known Environmental Problems; and (ii) Landlord agrees that Tenant will be required to commence remediation activities with respect to any Known Environmental Problems promptly after (x) Landlord’s and Tenant’s agreement on the appropriate remediation plan therefor in accordance with applicable Legal Requirements with respect to matters disclosed in such environmental reports as set forth on Schedule 20.3 to the Side Letter, and to complete remediation of Known Environmental Problems within a reasonable period of time and using reasonable diligence in accordance with the standard industry practices and in conformity with applicable Legal Requirements, including after the expiration or termination of this Master Lease with respect to any individual Demised Premises. (c) To the extent that Tenant shall fund any Landlord Mortgage reserve for environmental remediation in accordance with Schedule 20.3 to the Side Letter, Tenant’s obligation to perform the environmental remediation relating to such reserves shall be conditioned upon Landlord’s release of such funds (or an equivalent amount) to Tenant in connection with the performance of such work so long as Tenant has complied with its obligations under Section 21.26. Notwithstanding the foregoing, to the extent funds have been released from such reserve but are not sufficient to complete the environmental remediation in accordance with Schedule 20.3, Tenant shall remain obligated to complete such environmental remediation at Tenant’s sole cost and expense.

Remediation. Except Notwithstanding xxxxxxxx xontained herein to the extent caused contrary, Tenant shall within a period of thirty (30) days following the date this Lease is cancelled or terminated or expires by virtue of its own terms, cause to be conducted by a duly licensed environmental consultant, inspections and tests in order to determine if any intentional Hazardous Material [as defined in Section ll(d)(i)] exists in, on or negligent act of Lessor or Lessor’s agents or Affiliates, or after about the Term, if Lessee becomes aware of a material Leased Premises in violation of any Legal Requirement relating Environmental Requirements [as defined in Section ll(d)(ii)] (or materials ,which would constitute danger to any occupants or guests in the Leased Premises or Building) and Tenant' shall (i) furnish to landlord copies of any findings, conclusions and/or reports respecting such investigations and/or tests, and (ii) be responsible for restoring the teased Premises and Building with respect to any damages incurred incidental thereto as the result of Tenant's or Tenant's agents, employees or contractors introduction of such Hazardous Substance Material to the Leased Premises or the Building. Any such reports shall include a so-called "Phase I" and, if necessary, "Phase II" environmental assessments, which shall be, addressed to Tenant, In the event any such report indicates the presence of any Hazardous Substances that pose a risk Material [as defined in Section ll(d)(i)] (or materials which would constitute danger to human health any occupants or the environment in, on, under or about guests in the Leased Property Premises or any Capital AdditionsBuilding), or if Lessee, Lessor or the Leased Property (or any portion thereof) or any Capital Additions becomes subject to any material order of any Governmental Authority pursuant to Environmental Law or other Legal Requirement to repair, close, detoxify, decontaminate or otherwise remediate the Leased Property (or any portion thereof) and any Capital Additions, Lessee then Tenant shall notify Lessor within fifteen (15) days of such event and, at its Tenant's sole cost and expense, cure expense conduct such violation or effect cleanup operations as may he reasonably required to clear such repair, closure, detoxification, decontamination or other remediation to the extent required by any Environmental Law or Hazardous Material (as reasonably necessary to respond to a threat to human health or a risk of property damage related thereto. Upon the Lessee becoming aware of any material Mold or Mold Conditions defined in or about the Leased Property (or any portion thereof) or any Capital Additions, Lessee shall also reasonably promptly notify Lessor of such event and, at its sole cost and expense, hire a trained and experienced Mold remediation contractor(s) to clean-up and remove Section l1(d)(i)] from the Leased Property Premises and Building in accordance with the then existing Environmental Requirements Law defined in Section [l(d)(ii)] applicable thereto and Tenant shall Indemnify, save and hold Landlord harmless from any Capital Additions all Mold claims. losses, damages or Mold Conditions in strict compliance with all Mold Remediation Requirements. If Lessee fails to implement judgments as a result of the introduction of such substances into the Leased Premises and diligently pursue any such cure, repair, closure, detoxification, decontamination or other remediation, Lessor shall have Building and/or resulting because of the right, but not the obligation, to carry out such action and to recover from Lessee all of Lessor’s out-of-pocket costs and expenses incurred in connection therewithremoval thereof.

Remediation. Except (a) Notwithstanding anything to the contrary set forth herein, including the provisions of Section 8.3, if at any time the Purchaser is entitled to indemnification pursuant to Section 10.1 and, in connection therewith, the Purchaser or an Acquired Company receives an order pursuant to any Environmental Law from any Governmental Authority having authority to issue such an order to conduct Remediation or undertake other actions to address instances of noncompliance with, or liability under, Environmental Law at any Environmental Site, whether under the Lytton Indemnity Agreement or otherwise, the Purchaser will promptly provide written notice thereof to the Seller (a “Remediation Notice”) and, without the payment of further consideration by the Seller, the Seller or its designee may assume control of the Remediation Process (vis-à-vis the Purchaser and any Acquired Company) in all respects and undertake any and all actions that the Seller or its designee deems necessary, appropriate or advisable to conduct and control the Remediation Process. If applicable, such notice will also include a copy of the applicable Remediation Order and any ancillary documentation thereto. (b) Upon the Seller or its designee assuming control of the Remediation Process pursuant to Section 10.7(a), the Purchaser will, and will cause the Acquired Companies to, duly execute and deliver to the Seller or its designee any such documents, forms, filings, instruments, powers of attorney and/or certificates as the Seller or its designee may reasonably request from time to time and to take any such further actions that are necessary, appropriate or advisable in furtherance of the foregoing. The Parties acknowledge and agree that as part of the Seller or its designee’s right to conduct and control the Remediation Process pursuant to this Section 10.7, the Seller or its designee will be entitled to control all aspects, as applicable, of providing notifications, making claims or counterclaims, engaging in discussions or negotiations on the scope and extent of any Remediation or other required actions, exchanging other oral or written communications, initiating or participating in any Proceedings (including any appeal of a Remediation Order), assigning to TRW any of its rights under this Section 10.7 to the extent caused by TRW is entitled to control any intentional aspect, in whole or negligent act in part, of Lessor or Lessor’s agents or Affiliatesthe Remediation Process pursuant to the TRW Purchase Agreement, or after the Term, if Lessee becomes aware of a material violation of agreeing to any Legal Requirement settlements with any applicable third party (including in connection with Proceedings relating to any Hazardous Substance or the presence of any Hazardous Substances that pose a risk to human health or the environment in, on, under or about the Leased Property or any Capital Additions, or if Lessee, Lessor or the Leased Property (or any portion thereofRemediation Order) or otherwise addressing any Capital Additions becomes subject matter arising in connection with the Remediation Process, including with respect to interactions with Governmental Authorities, TRW, Cinch, Lytton and/or any material order other third parties. In furtherance of any Governmental Authority pursuant to Environmental Law the foregoing, the Purchaser will, and will cause the Company to, reasonably assist and cooperate with the Seller or other Legal Requirement to repair, close, detoxify, decontaminate or otherwise remediate the Leased Property (or any portion thereof) and any Capital Additions, Lessee shall notify Lessor within fifteen (15) days of such event andits designee, at its sole cost the Seller’s request and expense, cure such violation with respect to the Seller or effect such repairits designee’s efforts to obtain appropriate access to the applicable Environmental Site from its current owner, closure, detoxification, decontamination lessee or other occupant as may be reasonably necessary for the Seller or its designee to conduct the Remediation Process as the Seller determines in its discretion. The Purchaser acknowledges and agrees that such access will include access to the Environmental Sites as the Seller determines is necessary, appropriate or advisable to conduct additional testing, investigations, remediation and other actions required to comply with any Remediation Order consistent with the terms of this Agreement. (c) Any Remediation undertaken pursuant to this Section 10.7 shall only be required to be conducted in accordance with clean-up standards or remedial goals, policies or guidelines that are established by applicable Environmental Laws and are necessary for the continuing conduct of the business of the Acquired Companies as conducted as of the date hereof. Seller’s indemnification obligations for any Remediation or other actions required under Environmental Laws shall extend to only those actions necessary to achieve the least stringent remediation standards and objectives based on then current conduct of the business of the Acquired Companies and shall include the use of engineered barriers, deed restrictions, institutional controls, and other site use restrictions to the extent authorized by applicable Environmental Law. The Seller shall cooperate with the Purchaser and the Company to minimize, to the extent reasonably possible, any disruption of the Company’s ongoing conduct of its business operations. (d) In the event that the Seller decides not to assume control of the Remediation Process as provided above, the Purchaser shall proceed with the Remediation Process in accordance with and subject to the terms of this Section 10.7, including the obligation to pursue only those actions required by to achieve the least stringent remediation standards. The Purchaser shall afford to the Seller a reasonable opportunity to review and comment on any Environmental Law or as reasonably necessary to respond to a threat to human health or a risk of property damage related thereto. Upon work plans developed for the Lessee becoming aware completion of any material Mold Remediation performed pursuant to this Section 10.7 prior to submittal to any Governmental Authorities or Mold Conditions in or about the Leased Property (or any portion thereof) or any Capital Additions, Lessee shall also reasonably promptly notify Lessor commencement of such event and, at its sole cost and expense, hire a trained and experienced Mold remediation contractor(s) to clean-up and remove from the Leased Property and any Capital Additions all Mold or Mold Conditions in strict compliance with all Mold Remediation Requirements. If Lessee fails to implement and diligently pursue any such cure, repair, closure, detoxification, decontamination or other remediation, Lessor shall have the right, but not the obligation, to carry out such action and to recover from Lessee all of Lessor’s out-of-pocket costs and expenses incurred in connection therewithRemediation.

Remediation. Except Solely with respect to any Contamination existing on, in or under the Property as of the close of escrow under the Purchase Agreement (and which is not exacerbated (as described above) by any activities or negligent omissions of Veritas (or its assignee or affiliate) or any future Owner Entities or any third party other than Fairchild or any of Fairxxxxx'x xxxnts, employees, contractors or subcontractors, provided that construction or other development activities by Veritas on the Property that are performed in accordance with due care shall not be considered "exacerbation" of any pre-existing Contamination), Fairchild shall have the obligation and responsibility to either perform (at Fairxxxxx'x xxxt) or to cause Raytheon Company to perform (at Raytheon's cost) all investigation, monitoring, remediation, cleanup, removal, or other environmental response action with respect to the extent caused Contamination existing on or beneath the Property or in any building or improvement located on the Property as of the date of this Agreement which currently is or may in the future be required of Raytheon Company, Fairchild or of or any other Owner Entity by any intentional or negligent act of Lessor or Lessor’s agents or Affiliatesfederal, state, or local agency, court, or tribunal, with Fairchild or Raytheon Company to be named on all permits and manifests for any materials removed from the Property pursuant to such remediation or clean up (collectively, "Remedial Action"). All Remedial Action shall be performed on the Property in a good, safe, professional, and workmanlike manner, in compliance with all applicable laws, ordinances and regulations and after obtaining all requisite permits and licenses, and in a manner which does not interfere unreasonably with any Owner Entity's use of the Termproperty. Fairchild shall, if Lessee becomes aware following completion of such Remedial Action, restore or cause to be restored the Property as close as practicable to the condition in which it existed prior to the performance of the Remedial Action, Nothing in this Paragraph 3 above shall constitute a material violation waiver or release of any Legal Requirement relating Fairxxxxx'x xxxhts or remedies available to any Hazardous Substance or it under the presence of any Hazardous Substances that pose a risk to human health or the environment in, on, under or about the Leased Property 1997 Raytheon Agreement or any Capital Additionsother agreement pursuant to which Fairchild acquired Raytheon Semiconductor, Inc. if any Contamination is discovered on or if Lesseeunder the Property, Lessor or the Leased Property (or any portion thereof) , following the date hereof and such Contamination is covered by the 1997 Raytheon Agreement, then, Fairchild shall have no liability to Veritas or any Capital Additions becomes subject Owner Entity under paragraph 1 or 2 of this Agreement so long as Raytheon Company is performing its obligations under the 1997 Raytheon Agreement with respect to such discovered Contamination. Veritas and all Owner Entities shall provide Fairchild and/or Raytheon Company and their consultants and contractors reasonable access to the Property to maintain and operate all remedial systems. Maintenance and operation of such remedial systems shall not unreasonably interfere with the use and operation of the Property by Veritas or any material order Owner Entity where reasonableness is determined by the conduct of a reasonable, prudent person responsible for both the operations of the business and the conduct of the remedial activities; provided, however, in Veritas and all Owner Entities agree not to take any action that would result in a breach or default of any Governmental Authority pursuant of the Grantee's obligations under the 1997 Raytheon Agreement, provided that such actions shall not include Veritas' reasonable activities relating to Environmental Law or other Legal Requirement its development of the Property as a corporate campus facility. Veritas and the Owner Entities agree to repairindemnify, closedefend and hold harmless Fairchild and its agents, detoxifyemployees, decontaminate or otherwise remediate the Leased Property (or directors, officers, shareholders, affiliates, successors and assigns, from and against any portion thereof) and any Capital Additionsall damages, Lessee shall notify Lessor within fifteen (15) days losses, claims, liabilities, actions, causes of such event andaction, at its sole cost and expense, cure such violation or effect such repair, closure, detoxification, decontamination or other remediation to the extent required by any Environmental Law or as reasonably necessary to respond to a threat to human health or a risk of property damage related thereto. Upon the Lessee becoming aware of any material Mold or Mold Conditions in or about the Leased Property (or any portion thereof) or any Capital Additions, Lessee shall also reasonably promptly notify Lessor of such event and, at its sole cost and expense, hire a trained and experienced Mold remediation contractor(s) to clean-up and remove from the Leased Property and any Capital Additions all Mold or Mold Conditions in strict compliance with all Mold Remediation Requirements. If Lessee fails to implement and diligently pursue any such cure, repair, closure, detoxification, decontamination or other remediation, Lessor shall have the right, but not the obligation, to carry out such action and to recover from Lessee all of Lessor’s out-of-pocket costs and expenses incurred in connection therewith(including, without limitation, attorneys' fees and costs) arising out of or related to any breach or default by Veritas or any of the Owner Entities of any of the Grantee's obligations under the 1997 Raytheon Agreement.

Remediation. Except 2.1 CTI shall expeditiously commence and diligently conduct an audit of each of the Plans for the purpose of identifying any administrative, operational, reporting and disclosure, form and/or other defects, errors and omissions with respect to the establishment, maintenance, administration and termination of the Plans in accordance with applicable requirements of ERISA, the Code and the implementing rules and regulations of either (individually, an "Identified Error" and collectively, the "Identified Errors"). Schedule 1 lists issues that have been identified by the Parent as needing to be addressed with respect to the Plans, and CTI agrees to review such issues as part of its audit of the Plans and to take such action with respect to such issues as may be required by the other provisions of this Agreement. 2.2 CTI shall take such reasonable actions as are required to ensure that the Plans comply in all material respects with the applicable requirements of ERISA and the Code ("Corrective Actions"). To the extent caused an Identified Error is described in Revenue Procedure 2000-16 issued by any intentional or negligent act the Department of Lessor or Lessor’s agents or Affiliates, or after the Term, if Lessee becomes aware of a material violation of any Legal Requirement relating to any Hazardous Substance Treasury or the presence of any Hazardous Substances that pose a risk to human health Delinquent Filer Voluntary Compliance Program or the environment inVoluntary Fiduciary Correction Program maintained by the Pension and Welfare Benefits Administration of the United States Department of Labor (individually, ona "Voluntary Correction Program" and, under or about collectively, "Voluntary Correction Programs"), Corrective Action of the Leased Property or any Capital AdditionsIdentified Error shall be made in accordance with such Voluntary Correction Programs. In the event that the Identified Errors are not described in such Voluntary Correction Programs, or if LesseeCorrective Action of the Identified Error shall be made in accordance with applicable rules, Lessor regulations and guidance issued by the United States Department of Labor ("DOL") or the Leased Property Internal Revenue Service (or any portion thereof"IRS"), as appropriate. 2.3 Violations of the qualification requirements under Section 401(a) or any Capital Additions becomes subject of the Code have been identified by the Parent with respect to any material order the CPI 401(k) Plan and the CPI Incorporated 401k Plan - EEA Division ("EEA 401(k) Plan"). Upon confirmation by CTI upon audit that such violations have occurred, CTI shall, as the Corrective Action for these Identified Errors, submit the CPI 401(k) Plan and the EEA 401(k) Plan to the IRS in accordance with the procedures of any Governmental Authority pursuant to Environmental Law or other Legal Requirement to repair, close, detoxify, decontaminate or otherwise remediate the Leased Property IRS's Walk-in Closing Agreement Program (or any portion thereof"Walk-in CAP") and any Capital Additionsshall execute and effectuate a closing agreement with the IRS regarding the Corrective Actions to be taken with respect to such Identified Errors. Prior to making the Walk-in CAP submission for the CPI 401(k) Plan and the EEA 401(k) Plan, Lessee CTI shall first do the audit for the CPI 401(k) Plan and the EEA 401(k) Plan specified in Section 2.1 of this Agreement in order to identify all Defects under the Code with respect to the CPI 401(k) Plan and the EEA 401(k) Plan. As part of its Walk-in CAP submission, CTI shall notify Lessor within fifteen (15) days of the IRS about those Defects described in the preceding sentence which are "Qualification Failures," as such event and, at its sole cost and expense, cure such violation or effect such repair, closure, detoxification, decontamination or other remediation to the extent required by any Environmental Law or as reasonably necessary to respond to a threat to human health or a risk of property damage related thereto. Upon the Lessee becoming aware of any material Mold or Mold Conditions term is defined in or about the Leased Property (or any portion thereof) or any Capital Additions, Lessee shall also reasonably promptly notify Lessor of such event and, at its sole cost and expense, hire a trained and experienced Mold remediation contractor(s) to cleanRevenue Procedure 2000-up and remove from the Leased Property and any Capital Additions all Mold or Mold Conditions in strict compliance with all Mold Remediation Requirements. If Lessee fails to implement and diligently pursue any such cure, repair, closure, detoxification, decontamination or other remediation, Lessor shall have the right, but not the obligation, to carry out such action and to recover from Lessee all of Lessor’s out-of-pocket costs and expenses incurred in connection therewith16.

Remediation. Except to Should, during the extent caused by any intentional or negligent act of Lessor or Lessor’s agents or Affiliates, or after the Lease Term, if Lessee becomes aware of a material violation of any Legal Requirement relating to any Hazardous Substance or the presence of any Hazardous Substances that pose a risk to human health or the environment Materials in, on, under under, around or about the Leased Property Premises or any Capital Additions, other portion of the Property as a result of Lessee’s acts or if Lessee, Lessor or the Leased Property (or any portion thereof) or any Capital Additions becomes subject to any material order of any Governmental Authority pursuant to Environmental Law or other Legal Requirement to repair, close, detoxify, decontaminate or otherwise remediate the Leased Property (or any portion thereof) and any Capital Additionsomissions be confirmed, Lessee shall notify Lessor within fifteen (15) days of such event andshall, at its sole cost and expense, cure such violation promptly comply with all statutes, regulations and ordinances, and with all orders, decrees or effect such repairjudgments of governmental authorities or courts having jurisdiction, closure, detoxification, decontamination or other remediation relating to the extent required by any Environmental Law use, collection, treatment, disposal, storage, control, removal or as reasonably necessary to respond to a threat to human health or a risk cleanup of property damage related thereto. Upon the Lessee becoming aware of any material Mold or Mold Conditions in such Hazardous Materials in, on, under, around or about the Leased Premises, other portions of the Property, and/or any adjacent property. After notice to Lessee and a reasonable opportunity for Lessee to effect such compliance, Lessor may, but shall not be obligated to, enter upon the Premises and take such actions and incur such costs and expenses to effect such compliance as it deems advisable, and Lessee shall promptly thereafter reimburse Lessor for all such costs and expenses as Additional Rent. However, Lessor shall not be obligated to first give Lessee notice and an opportunity to effect compliance if: (i) such a delay might result in material adverse harm to Lessor, the Premises or other portions of the Property; (ii) Lessee has already had actual knowledge of the situation and a reasonable opportunity to effect compliance, and/or (iii) Lessor reasonably believes that an emergency exists. Should, after the expiration or earlier termination of the Lease Term, the presence of Hazardous Materials in, on, under, about or around the Premises or other portions of the Property (as a result of Lessee’s acts or any portion thereof) or any Capital Additionsomissions occurring during the Lease Term be confirmed, Lessee shall also reasonably promptly notify reimburse Lessor for the full amount of such event and, at its sole cost and expense, hire a trained and experienced Mold remediation contractor(s) to clean-up and remove from the Leased Property and any Capital Additions all Mold or Mold Conditions in strict compliance with all Mold Remediation Requirements. If Lessee fails to implement and diligently pursue any such cure, repair, closure, detoxification, decontamination or other remediation, Lessor shall have the right, but not the obligation, to carry out such action and to recover from Lessee all of Lessor’s out-of-pocket costs and expenses incurred in connection therewithby Lessor relating to such Hazardous Materials, including, without limitation, all costs and expenses incurred to comply with applicable statutes, regulations and ordinances, and with all orders, decrees or judgments of governmental authorities or courts having jurisdiction, relating to the investigation, remediation, treatment, disposal, storage, control, removal and/or cleanup of such Hazardous Materials.

Remediation. Except to In the extent caused by any intentional or negligent act of Lessor or Lessor’s agents or Affiliates, or after the Term, if Lessee becomes aware of a material violation event (i) of any Legal Requirement relating to Notice; or (ii) if Tenant has caused, suffered or permitted, directly or indirectly, any Hazardous Substance Spill or the presence of any Hazardous Substances that pose a risk to human health or the environment in, on, under Environmental Condition on or about the Leased Property, or (iii) if any Spill or Environmental Condition has occurred on or about the Property or any Capital Additionsotherwise affecting the Property, or if Lessee, Lessor or then Tenant shall immediately take and Lease Guarantors shall cause Tenant immediately to take all of the Leased Property (or any portion thereof) or any Capital Additions becomes subject to any material order of any Governmental Authority pursuant to Environmental Law or other Legal Requirement to repair, close, detoxify, decontaminate or otherwise remediate the Leased Property (or any portion thereof) and any Capital Additions, Lessee shall notify Lessor within fifteen (15) days of such event andfollowing actions, at its sole cost and expense, cure such violation or effect such repairand without limiting any other provision of this Lease: (i) notify Landlord, closureas provided in Subsection (g), detoxification, decontamination or other remediation to the extent above; (ii) effectuate any Remediation required by any Environmental Law Governmental Authority of any condition (including, but not limited to, a Release) in, on, under or as reasonably from the Property and take any other reasonable action deemed necessary to respond to a threat to by any Governmental Authority for protection of human health or a risk of property damage related thereto. Upon the Lessee becoming aware of any material Mold or Mold Conditions in or about the Leased Property environment; (or any portion thereofiii) or any Capital Additions, Lessee shall also reasonably promptly notify Lessor of such event and, at its sole cost and expense, hire a trained and experienced Mold remediation contractor(s) to clean-up and remove from the Leased Property and any Capital Additions all Mold or Mold Conditions in strict compliance with all Mold Remediation Requirements. If Lessee fails to implement commence and diligently pursue all steps necessary or desirable, in Landlord’s reasonable opinion, to clean up any such cureSpill and any contamination related to the Spill or to remediate or xxxxx such Environmental Condition or Notice; (iv) promptly provide Landlord with copies of all reports, repairdata, closureproposals, detoxificationtest results or analyses, decontamination assessment or other remediationremediation plans relating to such incidents; (v) fully and diligently xxxxx the Notice or otherwise restore the Property or affected property to its condition prior to the incident and Tenant’s Operations on the Property and in accordance with all Environmental Laws; and (vi) fully cooperate with Landlord with respect to any such incident, Lessor shall have including permitting Landlord to monitor and inspect all activities pursuant to subparagraphs (ii) - (v) above. Should Tenant fail to undertake such Remediation in accordance with the rightpreceding sentence, but not the obligationLandlord, after written notice to carry out such action Tenant and to recover from Lessee each Lease Guarantor and Tenant’s failure to immediately undertake such Remediation, shall be permitted to complete such Remediation, and all of Lessor’s out-of-pocket costs and expenses Costs incurred in connection therewiththerewith shall be paid by Tenant and/or the Lease Guarantors. Any Cost so paid by Landlord, together with interest at the Default Rate, shall be deemed to be a Monetary Obligation hereunder (and not Rent) and shall be immediately due from Tenant and/or the Lease Guarantors to Landlord.

Remediation. Except If (i) during the Lease Term, Lessee or any Lessee Party becomes aware of a violation or a suspected violation by anyone other than Lessor of any Hazardous Material Laws relating to any Hazardous Materials in, on or under the extent caused Property or any adjacent property thereto; (ii) Lessee or any Lessee Party has received any Hazardous Materials Claim relating to activities or omissions committed on the Property or any portion thereof (other than those committed by any intentional or negligent act of Lessor or Lessor’s agents or Affiliates, or after agents) during the Term, if Lessee becomes aware of a material violation of any Legal Requirement relating to any Hazardous Substance ; or the presence of any Hazardous Substances that pose a risk to human health or the environment in, on, under or about the Leased Property (iii) Lessee’s or any Capital AdditionsLessee Party’s actions, including but not limited to, any renovations or if Lesseerepairs to the Property during the Lease Term, Lessor cause the Lessee or any Lessee Party to be obligated to remediate any environmental conditions disclosed in the Leased Phase I Environmental Assessments Report for the Property (or any portion thereof“Existing Environmental Conditions”), then Lessee covenants and agrees that it shall (a) or any Capital Additions becomes subject to any material order of any Governmental Authority pursuant to Environmental Law or other Legal Requirement to repair, close, detoxify, decontaminate or otherwise remediate the Leased Property (or any portion thereof) and any Capital Additions, Lessee shall immediately notify Lessor within fifteen (15) days of such event andevent; (b) promptly obtain all permits and approvals necessary to remedy any such actual or suspected problem through the removal of Hazardous Materials or otherwise; (c) if remediation is required, submit a remediation plan to Lessor for approval, which shall not be unreasonably withheld; and (d) at its Lessee’s sole cost and expense, cure such violation or effect such repair, closure, detoxification, decontamination or other remediation to remediation. Notwithstanding the extent required by any Environmental Law or as reasonably necessary to respond to a threat to human health or a risk of property damage related thereto. Upon the Lessee becoming aware of any material Mold or Mold Conditions in or about the Leased Property (or any portion thereof) or any Capital Additionsforegoing, Lessee shall also reasonably promptly notify Lessor be entitled to seek contribution from any person whose act or omission caused, in whole or in part, the presence of Hazardous Materials on the Property constituting such event andviolation to the satisfaction of all applicable governmental authorities, at its sole cost and expense, hire a trained and experienced Mold remediation contractor(s) to clean-up and remove from the Leased Property and any Capital Additions all Mold or Mold Conditions in strict compliance accordance with all Mold Remediation Requirements. If Lessee fails to implement Hazardous Materials Laws and diligently pursue any such cure, repair, closure, detoxification, decontamination or other remediation, Lessor shall have the right, but not the obligation, to carry out such action and to recover from Lessee all of remediation plan approved by Lessor’s out-of-pocket costs and expenses incurred in connection therewith.

Remediation. Except If, at any time prior to the extent caused termination of this Agreement, Hazardous Substances (other than those maintained in accordance with Applicable Laws) are discovered on the Leased Property, subject to Tenant's right to contest the same in accordance with Article 8, Tenant shall take or shall cause Manager to take all actions and incur any and all expenses, as may be reasonably necessary and as may be required by any intentional or negligent act of Lessor or Lessor’s agents or AffiliatesGovernment Agency, or after (a) to clean up and remove from and about the Term, if Lessee becomes aware of a material violation of any Legal Requirement relating to any Hazardous Substance or the presence of any Leased Property all Hazardous Substances that pose a risk thereon, (b) to human health contain and prevent any further release or the environment in, on, under threat of release of Hazardous Substances on or about the Leased Property and (c) to use good faith efforts to eliminate any further release or any Capital Additions, or if Lessee, Lessor or the Leased Property (or any portion thereof) or any Capital Additions becomes subject to any material order threat of any Governmental Authority pursuant to Environmental Law or other Legal Requirement to repair, close, detoxify, decontaminate or otherwise remediate the Leased Property (or any portion thereof) and any Capital Additions, Lessee shall notify Lessor within fifteen (15) days release of such event and, at its sole cost and expense, cure such violation or effect such repair, closure, detoxification, decontamination or other remediation to the extent required by any Environmental Law or as reasonably necessary to respond to a threat to human health or a risk of property damage related thereto. Upon the Lessee becoming aware of any material Mold or Mold Conditions in Hazardous Substances on or about the Leased Property Property. Tenant shall promptly: (i) upon receipt of notice or knowledge, notify Landlord in writing of any portion thereofmaterial change in the nature or extent of Hazardous Substances at the Leased Property, (ii) or transmit to Landlord a copy of any Capital Additions, Lessee shall also reasonably promptly notify Lessor of such event and, at its sole cost and expense, hire a trained and experienced Mold remediation contractor(s) Community Right to clean-up and remove from Know report which is required to be filed by Tenant with respect to the Leased Property pursuant to SARA Title III or any other Applicaxxx Law, (iii) transmit to Landlord copies of any citations, orders, notices or other governmental communications received by Tenant or its agents or representatives with respect thereto (collectively, "Environmental Notice"), which Environmental Notice requires a written response or any action to be taken and/or if such Environmental Notice gives notice of and/or presents a material risk of any material violation of any Applicable Law and/or presents a material risk of any material cost, expense, loss or damage (an "Environmental Obligation"), (iv) observe and comply with all Applicable Laws relating to the use, maintenance and disposal of Hazardous Substances and all orders or directives from any Capital Additions all Mold official, court or Mold Conditions agency of competent jurisdiction relating to the use or maintenance or requiring the removal, treatment, containment or other disposition thereof, and (v) pay or otherwise dispose of any fine, charge or Imposition related thereto, unless Tenant shall contest the same in strict good faith and by appropriate proceedings and the right to use and the value of the Leased Property is not materially and adversely affected thereby. Tenant's liability and obligations pursuant to the terms of this Section 4.3.1 are subject to the provisions of Sections 5.1.3 and 5.1.4 and Landlord's compliance with all Mold Remediation Requirements. If Lessee fails to implement and diligently pursue any such cure, repair, closure, detoxification, decontamination or other remediation, Lessor shall have the right, but not the obligation, to carry out such action and to recover from Lessee all of Lessor’s out-of-pocket costs and expenses incurred in connection therewithits funding obligations under Section 5.1.4.

Remediation. Except If any Hazardous Material is released, discharged or disposed of by Tenant or Tenant Responsible Parties, on or about the Property in violation of Section 8, Tenant shall immediately, properly and in compliance with all applicable laws clean up and remove the Hazardous Material from the Property and any other affected property and clean or replace any affected personal property (whether or not owned by Landlord), at Tenant’s expense (without limiting Landlord’s other remedies therefore). Such clean up and removal work shall be subject to Landlord’s prior written approval (except in emergencies), which shall not be unreasonably withheld, delayed or conditioned, and shall include, without limitation, any testing, investigation, and the preparation and implementation of any remedial action plan required by any court or governmental body having jurisdiction or reasonably required by Landlord. If Landlord or any lender or governmental body arranges for any tests or studies showing that Section 8 has been violated by Tenant, Tenant shall pay for the actual costs of such tests, Nothing in Section 8 shall be construed as preventing Tenant from obtaining additional testing at its own expense. During the Lease Term, Landlord shall have the option, at Landlord’s sole cost (except as set forth above) to retain a consultant who will conduct an investigation to verify that no portion of the Building (including the Premises, to the extent caused Landlord has reasonable cause to believe that there is such a use) is being used for any activities involving, directly or indirectly, the unlawful use, storage, maintenance, handling, generation, manufacture, disposal, discharge or release of any Hazardous Material. Subject to terms and conditions of this Lease regarding Landlord’s access, Tenant hereby grants to Landlord, its agents, employees, consultants and contractors the right to enter upon the Premises and to perform such tests on the Premises as are reasonably necessary to conduct any such investigation, To the extent Tenant discovers any Hazardous Materials at the Premises, which was not introduced to or released in the Premises by Tenant by any intentional action or negligent act of Lessor or Lessor’s agents or Affiliatesinaction, or after the Termits agents, if Lessee becomes aware of a material violation of any Legal Requirement relating to any Hazardous Substance employees or contractors, and the presence of which violates any Hazardous Substances that pose a risk to human health or the environment inapplicable laws, on, under or about the Leased Property or any Capital Additions, or if Lessee, Lessor or the Leased Property (or any portion thereof) or any Capital Additions becomes subject to any material order of any Governmental Authority pursuant to Environmental Law regulations or other Legal Requirement to repairrequirements now or hereafter in effect, close, detoxify, decontaminate or otherwise remediate the Leased Property (or any portion thereof) and any Capital Additions, Lessee shall notify Lessor within fifteen (15) days of such event andthen Landlord shall, at its sole cost and expensecost, cure comply with all such violation or effect such repairlaws, closure, detoxification, decontamination regulations or other remediation requirements with respect to the extent required by any Environmental Law or as reasonably necessary to respond to a threat to human health or a risk remediation of property damage related thereto. Upon the Lessee becoming aware of any material Mold or Mold Conditions in or about the Leased Property (or any portion thereof) or any Capital Additions, Lessee shall also reasonably promptly notify Lessor of such event and, at its sole cost and expense, hire a trained and experienced Mold remediation contractor(s) to clean-up and remove from the Leased Property and any Capital Additions all Mold or Mold Conditions in strict compliance with all Mold Remediation Requirements. If Lessee fails to implement and diligently pursue any such cure, repair, closure, detoxification, decontamination or other remediation, Lessor shall have the right, but not the obligation, to carry out such action and to recover from Lessee all of Lessor’s out-of-pocket costs and expenses incurred in connection therewithsame.

Remediation. Except to the extent caused by 28.4.1. Tenant shall not use, generate, store, dispose of or release any intentional or negligent act of Lessor or Lessor’s agents or Affiliates, or after the Term, if Lessee becomes aware of a material violation of any Legal Requirement relating to any Hazardous Substance or the presence of any Hazardous Substances that pose a risk to human health or the environment hazardous substance in, on, under under, or about the Leased Property Premises (including through the plumbing or sanitary sewer system) during the Term in violation of applicable Environmental Law and shall promptly, at Tenant's expense, comply with all applicable Environmental Laws and take all investigatory and/or remedial action reasonably required by applicable law for the cleanup of any Capital Additionscontamination of, and for the maintenance, security and/or monitoring of the Premises or neighboring properties, that was caused or materially contributed to by actions of Tenant, or if Lesseepertaining to or involving any Hazardous Substance brought onto the Premises during the term of this Lease, Lessor by or for Tenant. 28.4.2. Landlord shall retain the Leased Property responsibility and pay for any investigations or remediation measures required by governmental entities having jurisdiction with respect to the existence of Hazardous Substances in, on or under the Premises prior to the commencement of the Term. Landlord shall not use, generate, store, dispose of or release any Hazardous Substance in, on, under, or about the Premises (including through the plumbing or any portion thereofsanitary sewer system) or any Capital Additions becomes subject to any material order during the Term in violation of applicable Environmental Law and shall promptly, at Landlord's expense, comply with all applicable Environmental Laws and take all investigatory and/or remedial action reasonably required by applicable Environmental Law for the cleanup of any Governmental Authority pursuant contamination of, and for the maintenance, security and/or monitoring of the Premises or neighboring properties, that was caused or materially contributed to by Landlord, or pertaining to or involving any Hazardous Substance used, generated, stored, disposed of or released, in, onto or from the Premises prior to the Term or during the term of this Lease by or for Landlord in violation of applicable Environmental Law or other Legal Requirement this Lease. Tenant shall cooperate in any such activities at the request of Landlord, including allowing Landlord and Landlord's agents to repair, close, detoxify, decontaminate or otherwise remediate the Leased Property (or any portion thereof) and any Capital Additions, Lessee shall notify Lessor within fifteen (15) days of such event and, at its sole cost and expense, cure such violation or effect such repair, closure, detoxification, decontamination or other remediation have reasonable access to the extent required by any Environmental Law or as reasonably necessary to respond to a threat to human health or a risk of property damage related thereto. Upon the Lessee becoming aware of any material Mold or Mold Conditions Premises at reasonable times in or about the Leased Property (or any portion thereof) or any Capital Additions, Lessee shall also reasonably promptly notify Lessor of such event and, at its sole cost and expense, hire a trained and experienced Mold remediation contractor(s) to clean-up and remove from the Leased Property and any Capital Additions all Mold or Mold Conditions in strict compliance with all Mold Remediation Requirements. If Lessee fails to implement and diligently pursue any such cure, repair, closure, detoxification, decontamination or other remediation, Lessor shall have the right, but not the obligation, order to carry out Landlord's investigative and remedial responsibilities, provided that such action and to recover from Lessee all actions shall not interfere with the conduct of Lessor’s out-of-pocket costs and expenses incurred in connection therewithTenant's business on the Premises.