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FILE: OC-215
<br />or become applicable to Licensee or the License Property ("Environmental Laws").
<br />Licensee shall not cause or permit, or allow any of Licensee's Parties to cause or permit,
<br />any Hazardous Materials to be brought upon, stored, used, generated, treated or
<br />disposed of on or about the brought upon, stored, used, generated, treated or disposed
<br />of on the License Property or the OCTA Property. As used herein, "Hazardous
<br />Materials" means any chemical, substance or material which is now or becomes in the
<br />future listed, defined or regulated in any manner by any Environmental Law based upon,
<br />directly or indirectly, its properties or effects.
<br />Licensee shall indemnify, defend (by counsel acceptable to OCTA) and hold harmless
<br />the Indemnitees (as defined in Section 14) from and against all loss, liability, claim, damage,
<br />cost or expense (including without limitation, any fines, penalties, judgments, litigation expenses,
<br />attorneys' fees, and consulting, engineering, and construction fees and expenses) incurred by
<br />Indemnitees as a result of (a) Licensee's breach of any prohibition or provision of this Section or
<br />(b) any release of Hazardous Materials upon or from the Facility or the License Property or
<br />contamination of the Licensed Property or adjacent property (i) which occurs due to the use and
<br />occupancy of the Facility or the Licensed Property by Licensee or Licensee's Parties, or (ii)
<br />which is made worse due to the act or failure to act of Licensee or Licensee's Parties.
<br />The foregoing indemnity shall be effective regardless of any negligence (whether active,
<br />passive, derivative, joint, concurring or comparative) on the part of Indemnitees, unless caused
<br />solely by the negligence or willful misconduct of Indemnitees; shall survive termination of this
<br />Agreement; and is in addition to any other rights or remedies which Indemnitees may have
<br />under the law or under this Agreement.
<br />In addition, in the event of any release on or contamination of the License Property, the
<br />OCTA Property and/or any adjacent property, whether or not owned by OCTA, Licensee, at its
<br />sole expense, shall promptly take all actions necessary to clean up all such affected property
<br />and to return the affected property to the condition existing prior to such release or
<br />contamination, to the satisfaction of OCTA and any governmental authorities having jurisdiction
<br />thereover.
<br />Upon the termination of this Agreement at any time and for any reason, Licensee shall,
<br />prior to the effective date of such termination, clean up and remove all Hazardous Materials in,
<br />on, under and/or about the License Property or OCTA Property, in accordance with the
<br />requirements of all Environmental Laws and to the satisfaction of OCTA and any governmental
<br />authorities having jurisdiction thereover.
<br />19. Underground Storage Tanks. NEITHER LICENSEE NOR LICENSEE'S PARTIES
<br />SHALL INSTALL OR USE ANY UNDERGROUND STORAGE TANKS ON THE LICENSE
<br />PROPERTY.
<br />20. Subordinate Rights. This Agreement is subject and subordinate to the prior and
<br />continuing right and/or obligation of OCTA, its successors and assigns, to use the OCTA
<br />Property in the exercise of its powers and in the performance of its duties, or for any other
<br />purpose including but not limited to those as a public transportation body. Accordingly, there is
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