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<br />Section 10.2 Hazardous Materials Indemnification. From and after the
<br />Commencement Date, to the greatest extent allowed by law, Lessee shall indemnify, defend (with
<br />counsel reasonably approved by Lessor) and hold Indemnitees harmless from and against all
<br />Claims resulting, arising, or based directly or indirectly in whole or in part, upon (i) the release, use,
<br />generation, discharge, storage or disposal of any Hazardous Material on, under, in or about the
<br />Leased Premises, or the transportation of any such Hazardous Material to or from, the Leased
<br />Premises occurring after the Commencement Date, or (ii) the failure of Lessee, Lessee’s
<br />employees, agents, contractors, subcontractors, or any person acting on behalf of or as the invitee
<br />of any of the foregoing to comply with Environmental Laws related to the Leased Premises,
<br />unless caused by the Lessor’s active or passive negligence. The foregoing indemnity shall
<br />further apply to any residual Hazardous Materials in, on, under or about the Leased Premises or
<br />affecting any natural resources arising in connection with the generation, use, handling,
<br />treatment, storage, transport or disposal of any such Hazardous Material, and irrespective of
<br />whether any of such activities were or will be undertaken in accordance with Environmental
<br />Laws, but only to the extent that such release of Hazardous Materials occurs after the
<br />Commencement Date The provisions of this Section 10.2 shall survive the expiration or
<br />termination of this Ground Lease.
<br />Lessee’s indemnity obligations under this paragraph shall not apply to (a) any release of
<br />Hazardous Materials or Claim related to Hazardous Material that occurred or first accrued before
<br />the Lessee’s possession of the Leased Premises, whether known or unknown, and (b) Claims
<br />arising out of the Lessor’s failure to disclose any known condition that the Lessor is required to
<br />give to the Lessee. Lessor agrees to defend, indemnify, protect and hold harmless the Lessee,
<br />and its officers, beneficiaries, employees, agents, attorneys, representatives, legal successors and
<br />assigns ("Lessee Indemnities") from, regarding and against any and all liabilities, obligations
<br />(including but not limited to the duty to respond to any governmental inquiry, investigation,
<br />claim or demand regarding such Hazardous Materials), orders, decrees, judgments, liens,
<br />demands, actions, environmental response actions, claims, losses, damages, fines, penalties,
<br />expenses, environmental response costs or costs of any kind or nature whatsoever, together with
<br />fees (including, without limitation, reasonable attorneys’ fees and experts’ and consultants’ fees),
<br />resulting from or in connection with (i) the release, use, generation, discharge, storage or
<br />disposal of any Hazardous Material on, under, in or about the Leased Premises, or the
<br />transportation of any such Hazardous Material to or from, the Leased Premises occurring during
<br />the Lessor’s ownership of the Leased Premises and prior to the Commencement Date, or (ii) the
<br />failure of Lessor, Lessor’s employees, agents, contractors, subcontractors, or any person acting
<br />on behalf of or as the invitee of any of the foregoing, to comply with Environmental Laws,
<br />except to the extent caused in whole or in part by the negligence of Lessee or any of the Lessee
<br />Indemnitees in accordance with the principles of comparative negligence (“Lessee’s
<br />Indemnification”). If the Lessor discovers Hazardous Materials or other materials subject to
<br />legal requirements or corrective action, the Lessor shall immediately notify the Lessee of the
<br />same.
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<br />DocuSign Envelope ID: 6E2EA799-6D74-41E3-B3EE-3CD67DC0ACD0
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