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REV: 02-05-25 LR
<br />property used in connection with the performance of the Activities) and (ii) supervising the
<br />Activities to be performed or engaged in pursuant to the License Rights. Licensor, at Licensor’s
<br />option, shall have the right to monitor Licensee’s and the Licensee Group’s exercise of the License
<br />Rights; provided, however, that Licensor shall not perform any services in connection with the
<br />License Rights. Licensor shall not assist Licensee or the Licensee Group with the Activities in
<br />any manner whatsoever, including (without limitation) providing coordination, security, property
<br />management, engineering or construction or base building services. Licensee’s and the Licensee
<br />Group shall use reasonably best efforts not to interfere with the operations of Licensor or any
<br />tenant, contractor or vendor at the Property and the Activities shall be performed so as to cause the
<br />least possible inconvenience to Licensor or any such tenant, contractor or vendor. Neither
<br />Licensee nor the Licensee Group shall exercise the License Rights in a manner that creates a
<br />nuisance or waste or poses a risk of unreasonable harm to the safety of persons or property. The
<br />exercise by the Licensee and the Licensee Group of the License Rights shall be at Licensee’s sole
<br />cost and expense. Upon the expiration or earlier termination of the License Rights, Licensee and
<br />the Licensee Group shall leave the License Area in as near as reasonably possible to its condition
<br />when received, and Licensee shall (and shall cause the Licensee Group to) reasonably promptly
<br />repair to Licensor’s satisfaction any damage to the Property arising from the exercise of the
<br />License Rights. Licensee shall promptly pay (y) when due, any reasonable third party costs related
<br />to the License Rights to the extent such costs would give rise to Licensee’s obligation to indemnify
<br />Licensor under Section 5 or result in the imposition of any lien on or charge against the Property,
<br />and (z) on demand, any reasonable costs paid by Licensor pursuant to its right to cure as set forth
<br />in Section 5.
<br />3. Hazardous Materials. As used in this Agreement, the following terms have the
<br />following meanings: “Hazardous Materials” means toxic, explosive, corrosive, flammable,
<br />infectious, radioactive, carcinogenic, mutagenic or otherwise hazardous substance, material or
<br />waste that is or becomes regulated by Applicable Laws or any governmental authority. “Claims”
<br />means demands, claims, liabilities, losses, costs, expenses, actions, causes of action, damages,
<br />suits or judgements, and all reasonable expenses (including reasonable attorneys’ fees, charges and
<br />disbursements, regardless of whether the applicable demand, claim, action, cause of action or suit
<br />is voluntarily withdrawn or dismissed) incurred in investigating or resisting any of the forgoing.
<br />“Preexisting Hazardous Materials” means the type and quantities of Hazardous Materials existing
<br />in, on, under, or upon the Property prior to the first day that Licensee or any member of the
<br />Licensee Group enters the Property for purpose of exercising the License Rights.
<br />Neither Licensee nor the Licensee Group shall cause or permit any Hazardous Materials to be
<br />released, discharged, generated, stored, exacerbated, brought upon, kept or used in or about or
<br />transported to or from the Property in violation of Applicable Laws. Execpt as otherwise specified
<br />in this Section 3, if (a) Licensee or any member of the Licensee Group breaches such obligation,
<br />or (b) Hazardous Materials contamination occurs in, on, under or about the Property (including
<br />but not limited to soil or groundwater) as a result of Licensee’s or any member of the Licensee
<br />Group’s acts in connection with the Activities, then Licensee shall compensate, indemnify, save,
<br />defend (at Licensor’s option and with counsel reasonably acceptable to Licensor) and hold the
<br />Licensor and its affiliates and their respective members, partners, shareholders, officers, directors
<br />and employees, and their respective successors and assigns (collectively, the “Licensor Group”),
<br />harmless from and against any and all Claims of any kind or nature, including but not limited to
<br />(i) diminution in value of the Property or any portion thereof, (ii) damages for the loss or restriction
<br />ATTY/AGR.2025.012/BMR-Bay LP (700, 720, and 740 Bay Road) (Page 2 of 16)
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