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<br />the presence, discharge or release, of any Hazardous Materials on, under or about the Premises
<br />caused or permitted by Tenant or Tenant Parties, or enter into any settlement agreement, consent
<br />decree or other compromise with any governmental or quasi -governmental entity without fast
<br />obtaining the prior written consent of the Lessor. All work performed or caused to be performed by
<br />Tenant as provided for above shall be done in good and workmanlike manner and in compliance with
<br />plans, specifications, permits and other requirements for such work approved by Lessor.
<br />4.4.4. Indemnification for Hazardous Materials.
<br />(a) To the fullest extent permitted by law, Tenant hereby agrees to indemnify,
<br />hold harmless, protect and defend (with attorneys acceptable to Lessor) Lessor, its elected officials,
<br />officers, employees, agents, independent contractors, and the Premises, from and against any and all
<br />liabilities, losses, damages (including, but not limited, damages for the loss or restriction on use of
<br />rentable or usable space or any amenity of the Premises or damages arising from any adverse impact
<br />on marketing and diminution in the value of the Premises), judgments, fines, demands, claims,
<br />recoveries, deficiencies, costs and expenses (including, but not limited to, reasonable attorneys' fees,
<br />disbursements and court costs and all other professional or consultant's expenses), whether
<br />foreseeable or unforeseeable (collectively, "Liabilities"), arising out of the presence, use, generation,
<br />storage, treatment, on or off -site disposal or transportation of Hazardous Materials on, into, from,
<br />under or about the Premises by Tenant or Tenant Parties, and excluding all Existing Hazardous
<br />Materials.
<br />(b) The foregoing indemnity shall also specifically include the cost of any
<br />required or necessary repair, restoration, clean-up or detoxification of the Premises and the
<br />preparation of any closure or other required plans.
<br />(c) The foregoing indemnity and defense obligations of this Lease shall
<br />survive its expiration or termination; provided, however, that the indemnity contained in this Section
<br />4.4.4 shall not apply to any Liabilities arising or occurring (a) prior to the Effective Date of this
<br />Ground Lease, (b) after the expiration or earlier termination of the Term of this Ground Lease, or (c)
<br />as a result of the grossly negligent or wrongful acts or omissions of Lessor.
<br />4.5 Access by Lessor. Lessor reserves the right for County, Agency and their authorized
<br />representatives to enter the Premises upon two (2) business days' prior written notice to Tenant,
<br />during normal business hours, in order to determine whether Tenant is complying with Tenant's
<br />obligations hereunder, or to enforce any rights given to County or Agency under this Lease. Lessor
<br />and its representatives shall report to the Tenant's on -site office and must be accompanied by a
<br />representative of Tenant at all times while on the Property and obey Tenant's rules and regulations.
<br />Tenant acknowledges Lessor have the authority to enter the Premises and perform work on the
<br />Premises at any time as needed to provide immediate or necessary protection for the general public.
<br />Lessor will take all necessary measures not to unreasonably interfere with Tenant's business at the
<br />Premises in exercising its rights under this Section.
<br />Lessor shall indemnify and hold Tenant harmless from and against any loss, cost, damage or liability,
<br />including, without limitation, attorneys' fees, which results fromLessor's willful misconduct or gross
<br />negligence, or willful misconduct or gross negligence committed by any party acting under Lessor's
<br />authority, of the rights granted by this Section 4.5.
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