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<br />Premises and any other property of whatever nature to their condition existing
<br />prior to the appearance of the Hazardous Materials. The testing shall be at
<br />Lessee's expense if Lessor has a reasonable basis for suspecting and confirms
<br />the presence of Hazardous Materials in the soil or surface or groundwater in, on,
<br />under, or about the Premises, which has been caused by or resulted from the
<br />activities of Lessee, its agents, employees, contractors or invitees.
<br />
<br />21.5 Hazardous Materials Indemnitv. Lessee shall indemnify, defend (by counsel
<br />reasonably acceptable to Lessor), protect and hold Lessor harmless from and
<br />against any and all claims, liabilities, penalties, forfeitures, losses and/or
<br />expenses, including, without limitation, diminution in value of the Premises or
<br />Project, damages for the loss or restriction on use of the rentable or usable
<br />space or of any amenity of the Premises or Project, damages arising from any
<br />adverse impact or marketing of the Premises or Project and sums paid in
<br />settlement of claims, response costs, cleanup costs, site assessment costs,
<br />attorneys' fees, consultant and expert fees, judgments, administrative rulings or
<br />orders, fines, costs of death of or injury to any person or damage to any property
<br />whatsoever (including, without limitation, groundwater, sewer systems and
<br />atmosphere), arising from, or caused or resulting, either prior to or during the
<br />Lease Term, in whole or in part, directly or indirectly, by the presence or
<br />discharge in, on, under or about the Premises by Lessee, Lessee's agents,
<br />employees, licensees or invitees or at Lessee's direction, of Hazardous Material,
<br />or by Lessee's failure to comply with any Hazardous Materials Law, whether
<br />knowingly or by strict liability. Lessee's indemnification obligations shall include,
<br />without limitation, and whether foreseeable or unforeseeable, all costs of any
<br />required or necessary Hazardous Materials management plan, investigation,
<br />repairs, cleanup, or detoxification or decontamination of the Premises or Project,
<br />and the presence and implementation of any closure, remedial action or other
<br />required plans, and shall survive the expiration of or early termination of the
<br />Lease Term. For purposes of the indemnity provided herein, any acts or
<br />omissions of Lessee or its employees, agents, customers, sublessees,
<br />assignees, contractors or subcontractors of Lessee (whether or not they are
<br />negligent, intentional, willful or unlawful) shall be strictly attributable to Lessee.
<br />
<br />22. LESSEE'S BROKER COMMISSION
<br />22.1 In the event a lease is executed between Lessor and Lessee as to the Premises,
<br />Lessor is not responsible for payment of any commission to any person. Any
<br />payment of a commission is the sole responsibility of Lessee.
<br />
<br />23. RELOCATION
<br />23.1 Lessee understands and acknowledges that, as an occupant, this Agreement or
<br />any future lease agreement creates no rights under federal, state or local law to
<br />receive relocation benefits or any advisory assistance upon termination of any
<br />current or future lease agreement. Lessee hereby waives and releases the
<br />Lessor from any claims for relocation benefits or assistance upon termination of
<br />any current or future lease agreement under federal, state, or local relocation
<br />law.
<br />
<br />24. INDEMNIFICATION
<br />24.1 Lessee shall protect, defend, indemnify and hold harmless the Lessor and the
<br />City of Redwood City, their respective governing bodies, members, officers,
<br />
<br />ATTY/AGR/2009.081
<br />020110
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