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portion thereof. From and after Developer's acquisition of a leasehold interest in the Property,
<br />upon receipt of any notice regarding the presence, release or discharge of Hazardous Materials
<br />in, on or under the Property, or any portion thereof, Developer agrees to timely initiate and
<br />diligently pursue and complete all appropriate response, remediation and removal actions for the
<br />presence, release or discharge of such Hazardous Materials within such deadlines as specified by
<br />applicable Environmental Laws; provided however, Developer shall cause the Ground Lease to
<br />provide that the owner of fee title to the Property may be responsible for undertaking the
<br />foregoing actions with respect to the presence, release or discharge is caused by Hazardous
<br />Materials which were not brought onto the Property after the effective date of the Ground Lease.
<br />Developer hereby covenants and agrees that commencing upon Developer's acquisition of a
<br />leasehold interest in the Property:
<br />(i) Developer shall not knowingly permit the Project or the Property or any
<br />portion of either to be a site for the use, generation, treatment, manufacture, storage, disposal or
<br />transportation of Hazardous Materials or otherwise knowingly permit the presence or release of
<br />Hazardous Materials in, on, under, about or from the Project or the Property with the exception
<br />of cleaning supplies and other materials customarily used in construction, operation or
<br />maintenance of residential property and any commercial uses developed as part of the Project,
<br />and used, stored and disposed of in compliance with Hazardous Materials Laws, and
<br />(ii) Developer shall keep and maintain the Project and the Property and each
<br />portion thereof in compliance with, and shall not cause or permit the Project or the Property or
<br />any portion of either to be in violation of, any Hazardous Materials Laws.
<br />8.2 Environmental Indemnification. Subject to the last sentence of this Section,
<br />commencing upon Developer's acquisition of a leasehold interest in the Property, Developer
<br />shall indemnify, defend (with counsel approved by Agency) and hold the Indemnitees harmless
<br />from and against any and all Claims including without limitation any expenses associated with
<br />the investigation, assessment, monitoring, response, removal, treatment, abatement or
<br />remediation of Hazardous Materials and administrative, enforcement or judicial proceedings
<br />resulting, arising, or based directly or indirectly in whole or in part, upon (i) the presence,
<br />release, use, generation, discharge, storage or disposal or the alleged presence, release, discharge,
<br />storage or disposal of any Hazardous Materials on, under, in or about, or the transportation of
<br />any such Hazardous Materials to or from, the Property, or (ii) the failure of Developer,
<br />Developer's employees, agents, contractors, subcontractors, or any person acting on behalf of
<br />any of the foregoing to comply with Hazardous Materials Laws or the covenants set forth in
<br />Section 8.1. The foregoing indemnity shall further apply to any residual contamination in, on,
<br />under or about the Property or affecting any natural resources, and to any contamination of any
<br />property or natural resources arising in connection with the generation, use, handling, treatment,
<br />storage, transport or disposal of any such Hazardous Materials, and irrespective of whether any
<br />of such activities were or will be undertaken in accordance with Hazardous Materials Laws. The
<br />provisions of this Section 8.2 shall survive the issuance of a Certificate of Completion for the
<br />Project and the expiration or earlier termination of this Agreement. Developer's indemnification
<br />obligations set forth in this Section shall also apply to Claims arising directly or indirectly as a
<br />result of the actions or omissions of Developer or Developer's employees, agents, contractors,
<br />subcontractors, or any person acting on behalf of any of the foregoing relating to activity on the
<br />Property prior to Developer's acquisition of a leasehold interest in the Property.
<br />~~ ~g986-5 27
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