Coach 2013 Annual Report Download - page 716

(b) In connection with all aspects of the Project, Developer shall comply, and shall use commercially reasonable efforts to cause the
Project Architect and any Developer’s Consultants to comply, with all Environmental Laws, and shall take all such actions with respect to the Project which
may be required by any Government Entity to comply with any such Environmental Laws.
(c) Developer shall indemnify, defend, reimburse, and hold harmless the Coach Member, and each of the Coach Indemnitees, from
and against any and all claims relating to (i) any alleged violation or contravention of any Environmental Laws by Developer or any of Developer’s
Consultants with respect to the Land, the Developer Work, the Base Building Work, or any Finish Work performed by or on behalf of Developer or any of its
Affiliates, and (ii) in connection with any remediation or cleanup of the Land required by Environmental Laws resulting from the acts or omissions of any
Person; except, in each case, to the extent such losses, claims or costs (A) are caused by the Coach Member or any of the Coach Indemnitees or (B) result from
the Coach Member or the Coach’s Consultants carrying out of any Coach Finish Work. The provisions of this Section 4.05(c) and the obligations of
Developer hereunder shall survive the Closing and the termination of this Agreement; provided, that Developer shall have no further obligations or liabilities
under this Section 4.05(c) (other than for then existing claims hereunder) from and after both of the following occur: (x) the third (3rd) anniversary of the date
on which Final Completion is achieved, as agreed to by Developer and the Coach Member or, in the absence of such agreement, as determined by Arbitration
as provided in this Agreement, and (y) the delivery by Developer to the Coach Member of a current Phase I environmental site assessment (and, if applicable, a
current Phase II environmental assessment) for the Property, dated on or about the date referred to in clause (x) above, prepared consistent with ASTM Practice
E 1527 that does not identify any recognized environmental conditions that require further investigation or remediation.
(d) The Coach Member shall indemnify, defend, reimburse, and hold harmless Developer, and each of the Developer Indemnitees,
from and against any and all claims relating to any alleged violation or contravention of any Environmental Laws by the Coach Member or any of Coach’s
Consultants with respect to their performance of the Coach Finish Work; except, in each case, to the extent such losses, claims or costs (i) are caused by the
Developer or any of the Developer Indemnitees or (ii) result from the Developer or the Developer’s Consultants carrying out of any Developer Work, Base
Building Work or Developer Finish Work. The provisions of this Section 4.05(d) and the obligations of the Coach Member hereunder shall survive the
Closing; provided, that the Coach Member shall have no further obligations or liabilities under this Section 4.05(d) (other than for then existing claims
hereunder) from and after the third (3rd) anniversary of the date on which the Coach Finish Work is completed.
Section 4.06 Survival. Except as otherwise expressly provided in Section 4.05, the provisions of this Article 4 and the obligations of Developer
and its successors and assigns shall survive the Closing and the termination of this Agreement.
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