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9. INDEMNIFICATION.
<br />(a) Tenant agrees to indemnify, defend and hold Landlord harmless from and against any and all injury, loss,
<br />damage or liability (or any claims in respect of the foregoing), costs or expenses (including reasonable attorneys' fees and court
<br />costs) arising directly from the installation, use, maintenance, repair or removal of the Communication Facility or Tenant's
<br />breach of any provision of this Agreement, except to the extent attributable to the negligent or intentional act or omission of
<br />Landlord, its employees, agents or independent contractors.
<br />(b) Landlord agrees to indemnify, defend and hold Tenant harmless from and against any and all injury, loss,
<br />damage or liability (or any claims in respect of the foregoing), costs or expenses (including reasonable attorneys' fees and court
<br />costs) arising directly from the actions or failure to act of Landlord, its employees or agents, or Landlord's breach of any
<br />provision of this Agreement, except to the extent attributable to the negligent or intentional act or omission of Tenant, its
<br />employees, agents or independent contractors.
<br />10. WARRANTIES.
<br />(a) Tenant and Landlord each acknowledge and represent that it is duly organized, validly existing and in good
<br />standing and has the right, power and authority to enter into this Agreement and bind itself hereto through the party set forth as
<br />signatory for the party below.
<br />(b) Landlord represents, warrants and agrees that: (i) Landlord solely owns the Property as a legal lot in fee
<br />simple, or controls the Property by lease or license and solely owns the structure; (ii) the Property is not and will not be
<br />encumbered by any liens, restrictions, mortgages, covenants, conditions, easements, leases, or any other agreements of record
<br />or not of record, which would adversely affect Tenant's Permitted Use and enjoyment of the Premises under this Agreement;
<br />(iii) as long as Tenant is not in default then Landlord grants to Tenant sole, actual, quiet and peaceful use, enjoyment and
<br />possession of the Premises; (iv) Landlord's execution and performance of this Agreement will not violate any laws, ordinances,
<br />covenants or the provisions of any mortgage, lease or other agreement binding on Landlord; and (v) if the Property is or
<br />becomes encumbered by a deed to secure a debt, mortgage or other security interest, Landlord will provide promptly to Tenant
<br />a mutually agreeable subordination, non - disturbance and attornment agreement.
<br />11. ENVIRONMENTAL.
<br />(a) Landlord represents and warrants, except as may be identified in Exhibit 11 attached to this Agreement, (i)
<br />the Property, as of the date of this Agreement, is free of hazardous substances, including asbestos - containing materials and lead
<br />paint, and (ii) the Property has never been subject to any contamination or hazardous conditions resulting in any environmental
<br />investigation, inquiry or remediation. Landlord and Tenant agree that each will be responsible for compliance with any and all
<br />applicable governmental laws, rules, statutes, regulations, codes, ordinances, or principles of common law regulating or
<br />imposing standards of liability or standards of conduct with regard to protection of the environment or worker health and
<br />safety, as may now or at any time hereafter be in effect, to the extent such apply to that party's activity conducted in or on the
<br />Property
<br />(b) Landlord and Tenant agree to hold harmless and indemnify the other from, and to assume all duties,
<br />responsibilities and liabilities at the sole cost and expense of the indemnifying party for, payment of penalties, sanctions,
<br />forfeitures, losses, costs or damages, and for responding to any action, notice, claim, order, summons, citation, directive,
<br />litigation, investigation or proceeding (`Claims "), to the extent arising from that party's breach of its obligations or
<br />representations under Section 11(a). Landlord agrees to hold harmless and indemnify Tenant from, and to assume all duties,
<br />responsibilities and liabilities at the sole cost and expense of Landlord for, payment of penalties, sanctions, forfeitures, losses,
<br />costs or damages, and for responding to any Claims, to the extent arising from subsurface or other contamination of the
<br />Property with hazardous substances prior to the effective date of this Agreement or from such contamination caused by the acts
<br />or omissions of the Landlord during the Term. Tenant agrees to hold harmless and indemnify Landlord from, and to assume all
<br />duties, responsibilities and liabilities at the sole cost and expense of Tenant for, payment of penalties, sanctions, forfeitures,
<br />losses, costs or damages, and for responding to any Claims, to the extent arising from hazardous substances brought onto the
<br />Property by Tenant.
<br />(c) The indemnifications of this Section 11 specifically include reasonable costs, expenses and fees incurred in
<br />connection with any investigation of Property conditions or any clean -up, remediation, removal or restoration work required by
<br />any governmental authority. The provisions of this Section 11 will survive the expiration or termination of this Agreement.
<br />(d) In the event Tenant becomes aware of any hazardous materials on the Property, or any environmental, health
<br />or safety condition or matter relating to the Property, that, in Tenant's sole determination, renders the condition of the Premises
<br />or Property unsuitable for Tenant's use, or if Tenant believes that the leasing or continued leasing of the Premises would expose
<br />Tenant to undue risks of liability to a government agency or third party, Tenant will have the right, in addition to any other rights
<br />it may have at law or in equity, to terminate this Agreement upon written notice to Landlord.
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