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EXECUTION COPY
<br />indemnified from any penalty, fine, claim, demand, liability, cost, or charge whatsoever which LESSOR
<br />shall incur, or which LESSOR would otherwise incur, by reason of LESSEE's failure to comply with
<br />this Section, including but not limited to: (i) the cost of bringing the Leased Premises into compliance
<br />with all Laws and in a non -contaminated state, the same condition as prior to occupancy; (ii) the
<br />reasonable cost of all appropriate tests and examinations of the Leased Premises to confirm that the
<br />Leased Premises have been brought into compliance with all Laws; and (iii) the reasonable fees and
<br />expenses of LESSOR's attorneys, engineers, and consultants incurred by LESSOR in enforcing and
<br />confirming compliance with this Section.
<br />34.3. Property. For the purposes of this Section, the Leased Premises shall include the
<br />real estate covered by this Lease; all improvements thereon; all personal property used in connection
<br />with the Leased Premises (including that owned by LESSEE); and the soil, ground water, and surface
<br />water of the Leased Premises.
<br />34.4. Inspections by LESSOR. LESSOR and its engineers, technicians, and consultants
<br />(collectively the "Auditors") may, from time to time as LESSOR deems appropriate, conduct periodic
<br />tests and examinations ("Audits") of the Leased Premises to confirm and monitor LESSEE's compliance
<br />with this Section. Such Audits shall be conducted in such a manner as to minimize the interference with
<br />LESSEE's Permitted Use; however in all cases, the Audits shall be of such nature and scope as shall be
<br />reasonably required by then existing technology to confirm LESSEE's compliance with this Section.
<br />LESSEE shall fully cooperate with LESSOR and its Auditors in the conduct of such Audits. The cost of
<br />such Audits shall be paid by LESSOR unless an Audit shall disclose a material failure of LESSEE to
<br />comply with this Section, in which case, the cost of such Audit, and the cost of all subsequent Audits
<br />made during the Term and within thirty (30) days thereafter (not to exceed two (2) such Audits per Lease
<br />Year), shall be paid for on demand by LESSEE.
<br />34.5. LESSOR's Liability. Provided, however, the foregoing covenants and
<br />undertakings of LESSEE contained in this Section shall not apply to any condition or matter constituting
<br />a violation of any Law: (i) which existed prior to the commencement of LESSEE's use or occupancy of
<br />the Leased Premises; (ii) which was not caused, in whole or in part, by LESSEE or LESSEE's agents,
<br />employees, officers, partners, contractors, customers, or invitees; or (iii) to the extent such violation is
<br />caused by, or results from the acts or neglects of LESSOR or LESSOR's agents, employees, officers,
<br />partners, contractors, guests, or invitees.
<br />34.6. LESSEE's Liability After Termination of Lease. The covenants contained in this
<br />Section shall survive the expiration or termination of this Lease, and shall continue for so long as
<br />LESSOR and its successors and assigns may be subject to any expense, liability, charge, penalty, or
<br />obligation against which LESSEE has agreed to indemnify LESSOR under this Section.
<br />35. WAIVER OF JURY TRIAL. LESSOR and LESSEE each hereby irrevocably,
<br />knowingly and voluntarily waive trial by jury in any action, proceeding or counterclaim brought by
<br />either of the parties against the other or their successors in respect to any matter arising out of or in
<br />connection with this Lease, the relationship of LESSOR and LESSEE, LESSEE's use or occupancy of
<br />the Leased Premises, and/or any claim for injury or damage, or any emergency or statutory remedy.
<br />36. FORCE MAJEURE. In the event that either party hereto shall be delayed or hindered
<br />in or prevented from the performance of any act required hereunder by reason of a hurricane, severe
<br />weather or other natural catastrophe, labor strike, lockout, inability to procure materials, epidemic,
<br />LEASE AGREEMENT - CREMA DOWNTOWN CORP. Page 27 of 36
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