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<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.
<br />
<br />ARTICLE 11.
<br />REPRESENTATIONS AND WARRANTIES
<br />Section 11.1 Representations, Warranties and Covenants of Lessor. As an
<br />inducement to Lessee to enter into and proceed under this Ground Lease, Lessor warrants and
<br />represents to Lessee as follows, which warranties, representations and covenants are true and
<br />correct as of the date of this Ground Lease, to the actual knowledge of Lessor:
<br />(a) Lessor has the right, power and authority to enter into this Ground Lease
<br />and to lease the Leased Premises to Lessee in accordance with the terms, provisions and
<br />conditions contained in this Ground Lease, and no other party has any right or option to lease the
<br />Leased Premises;
<br />(b) Lessor has received no written notice and has no actual knowledge of any
<br />litigation or action, pending or threatened, materially and adversely affecting the Leased
<br />Premises; DRAFT
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