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orders and directives pertaining to Hazardous Materials in, on or under the Leased Premises or
<br /> any portion thereof.
<br /> (c) Indemnity. Lessee agrees to indemnify, protect, hold harmless and defend
<br /> (by counsel reasonably satisfactory to Lessor) Lessor, its boardmembers, officers, and employees
<br /> from and against any and all claims, losses, damages, liabilities, fines penalties, charges,
<br /> administrative and judicial proceedings and orders judgments, remediation action requirements,
<br /> enforcement actions of any kind, and all costs and expenses incurred in connection therewith.
<br /> (including, but not limited to, attorney's fees and expenses), arising directly or indirectly, in
<br /> whole or in part, out of: (1) the failure during the Lease Term of Lessee or any employees,
<br /> agents, contractors or subcontractors of the Lessee, other than any indemnitee, to comply with
<br /> any Hazardous Materials Law relating in any way whatsoever to the handling, treatment,
<br /> presence, removal, storage, decontamination, cleanup, transportation or disposal of Hazardous
<br /> Materials into, on, under or from the Land; (2) any releases or discharges of any Hazardous
<br /> Materials by Lessee or any employees, agents, contractors' or subcontractors of the Lessee, other
<br /> than any indemnitee, occurring during the Lease Term into, on, under or from the Land, except
<br /> for Hazardous Materials that existed in , on, or under the' Land prior to the execution of this
<br /> Lease; (3) any activity carried on or undertaken on or off the Land during the Lease Term by
<br /> Lessee or any employees, agents, contractors or subcontractors of Lessee, in connection with the
<br /> . handling, treatment, removal, storage, decontamination, cleanup, transport or disposal of any
<br /> Hazardous Materials at any time located or present on or under the Land. The provisions of this
<br /> subsection shall survive expiration of the Lease Term, as set forth in Section 2.2, or other
<br /> termination of this Lease, and shall remain in full force and effect. Notwithstanding the
<br /> foregoing, Lessee's duty to indemnify Lessor under the provisions of this Section shall not
<br /> include any claims arising from any acts, omissions or events occurring subsequent to a Transfer
<br /> approved by Lessor pursuant to this Lease. This indemnity obligation shall not extend to any
<br /> claim arising from Lessor's negligence or willful misconduct.
<br /> •
<br /> Section 5.6 "As Is" Conveyance.
<br /> (a) Any deed or ground lease to Lessee shall be made "As Is," with no
<br /> warranties or representations by the Lessor concerning the condition of the Land, including the
<br /> presence or absence of any Hazardous Materials. Lessee hereby agrees and acknowledges that
<br /> except in the event of any fraud, misrepresentation, or withholding of information by Lessor:
<br /> (i) neither Lessor, nor anyone acting for or on behalf of Lessor, has made any representation,
<br /> statement, warranty or promise to Lessee concerning the development potential or condition of
<br /> the Land; (ii) in entering into this Lease, Lessee has not relied on any representation, statement or
<br /> warranty of Lessor, or anyone acting for or on behalf of Lessor, other than as may expressly be
<br /> contained in writing in this Lease; (iii) all matters concerning the Land have been or shall be
<br /> independently verified by Lessee and that Lessee shall purchase or lease the Land on Lessee's
<br /> own prior examination thereof; and (iv) THAT LESSEE IS PURCHASING OR LEASING THE
<br /> LAND, AS APPLICABLE, IN AN "AS IS" PHYSICAL CONDITION AND IN AN "AS IS"
<br /> STATE OF REPAIR.
<br /> (b) General Release. Subject to subsection (a) above, Lessee and its owners,
<br /> employees, agents, assigns and successors agree that upon the execution of the Lease, Lessee
<br /> shall be deemed conclusively to have released and discharged Lessor and its agents, employees,
<br /> trustees, assigns and successors, from any and all damages, losses, demands, claims, debts,
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