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<br />4894-6811-3695v.2 0017787-000542
<br />4894-6811-3695v.2 0017787-000542
<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, efficiencies, 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. Such indemnification shall not apply to any loss, claims, liability or costs arising out of
<br />Tenant’s discovery of Existing Hazardous Materials on the Premises or the existence of Existing
<br />Hazardous Materials on the Premises.
<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. The forgoing indemnity obligation shall not
<br />include the cost of any repair, restoration, clean-up or detoxification of the Premises related to
<br />Existing Hazardous Materials.
<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, or (d) related to Exis ting
<br />Hazardous Materials on the Premises.
<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. To clarify, the foregoing indemnification shall not apply to any Liabilities arising out of
<br />Tenant’s discovery of Existing Hazardous Materials on the Premises or attributable to the presence of
<br />Existing Hazardous Materials on the Premises.
<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; provided, however, Tenant shall have no
<br />EXHIBIT 11
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