|
FILE: OC -87
<br />for Hazardous Materials expressly approved by OCTA in writing as shown on Exhibit "C"
<br />attached hereto and incorporated herein by reference, Licensee shall not cause or permit,
<br />or allow any of L'icensee's Parties to cause or permit, any Hazardous Materials to be
<br />brought upon, stored, used, generated, treated or disposed of on or about the OCTA
<br />Property. Any such approved Hazardous Materials on or about the OCTA Property shall
<br />be sorted, used, generated and disposed of in accordance with all applicable
<br />Environmental Laws. As used herein, "Hazardous Materials" means any chemical,
<br />substance or material which is now or becomes in the future listed, defined or regulated in
<br />any manner by any Environmental Law based upon, directly or indirectly, its properties or
<br />effects.
<br />Licensee shall indemnify, defend (by counsel acceptable to OCTA) and hold
<br />harmless the Indemnitees (as defined in Section 14} from and against all loss, liability,
<br />claim, damage, cost or expense (including without limitation, any fines, penalties,
<br />judgments, litigation expenses, attorneys' fees, and consulting, engineering, and
<br />construction fees and expenses) incurred by Indemnitees as a result of (a) Licensee's
<br />breach of any prohibition or provision of this Section or (b) any release of Hazardous
<br />Materials upon or from the Facility or the License Property or contamination of the OCTA
<br />Property or adjacent property (i) which occurs due to the use and occupancy of the
<br />Facility or the OCTA Property by Licensee or Licensee's Parties, or (ii) which is made
<br />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
<br />active, passive, derivative, joint, concurring or comparative) on the part of Indemnitees,
<br />unless caused solely by the negligence or willful misconduct of Indemnitees; shall survive
<br />termination of this Agreement; and is in addition to any other rights or remedies which
<br />Indemnitees may have under the law or under this Agreement.
<br />In addition, in the event of any release on or contamination of the License
<br />Property, the OCTA Property and/or any adjacent property, whether or not owned by
<br />OCTA, Licensee, at its sole expense, shall promptly take all actions necessary to clean
<br />up all such affected properly and to return the affected property to the condition existing
<br />prior to such release or contamination, to the satisfaction of OCTA and any governmental
<br />authorities having jurisdiction thereover.
<br />Upon the termination of this Agreement at any time and for any reason, Licensee
<br />shall, prior to the effective date of such termination, clean up and remove all Hazardous
<br />Materials in, on, under and/or about the OCTA Property, in accordance with the
<br />requirements of all Environmental Laws and to the satisfaction of OCTA and any
<br />governmental authorities having jurisdiction thereover.
<br />Page 11 of 15
<br />
|