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Exhibit C
<br />ENVIRONMENTAL COMPLIANCE
<br />Licensee’s Responsibility. Licensee shall not (either with or without negligence) cause or permit the escape, disposal or release of any radioactive,
<br />biologically active or other hazardous substances or materials in or around the Studios or in the Premises. Licensee shall not allow the storage or
<br />use of such substances or materials in any manner not sanctioned by law or by the highest standards prevailing in the industry for the storage and
<br />use of such substances or materials, nor allow to be brought into or upon the Property any such materials or substances except as used in the
<br />ordinary course of Licensee’s business and then only after written notice is given to County of the identity of such substances or materials. Licensee
<br />covenants and agrees that the Premises will, at all times during its use or occupancy thereof, be kept or maintained so as to comply with all now
<br />existing or hereafter enacted or issued statutes, laws, rules, ordinances, orders, permits, and regulations of all state, federal, local, and other
<br />governmental and regulatory authorities, agencies, and bodies applicable to the Studios and Premises, pertaining to environmental matters, or
<br />regulating, prohibiting or otherwise having to do with asbestos and all other toxic, radioactive, or hazardous wastes or material including, but not
<br />limited to the Federal Clean Air Act, the Federal Water Pollution Control Act, and the Comprehensive Environmental Response, Compensation, and
<br />Liability Act 1980, as from time to time amended (all hereafter collectively called “Laws”).
<br />Licensee’s Liability. Licensee shall hold County, its employees, officers, agents, Landlord, and their respective successors and assigns (collectively,
<br />the “Indemnified Parties”) free, harmless, and indemnified from any penalty, fine, claim, demand, liability, cost, or charge whatsoever which the
<br />Indemnified Parties shall incur, or which the Indemnified Parties would otherwise incur, by reason of Licensee’s failure to comply with this Exhibit C
<br />including, but not limited to (i) the cost of bringing the Premises or the Property into compliance with all Laws; (ii) the reasonable costs of all
<br />appropriate tests and examinations of the Premises and the Studios to confirm that the same have been brought into or are in compliance with all
<br />Laws; and (iii) the reasonable fees and expenses of the Indemnified Parties’ attorneys, engineers, and consultants incurred by the Indemnified
<br />Parties in enforcing and confirming compliance with this Exhibit B.
<br />Property. For the purposes of this Exhibit C, the Property includes all improvements thereon; all personal property used in connection therewith
<br />(including that owned by Licensee and other Licensees); and the soil, ground water, and surface water of the Property.
<br />Inspections by County. County and its engineers, technicians, and consultants (collectively the “Auditors”) may, but has no obligation to, from time
<br />to time as County deems appropriate, conduct periodic tests and examinations (“Audits”) of the Premises to confirm and monitor Licensee’s
<br />compliance with this Exhibit C. The Audits shall be conducted in such a manner as to minimize the interference with Licensee’s permitted activities
<br />on the Premises; however, in all cases, the Audits shall be of such nature and scope as shall be reasonably required by then existing technology to
<br />confirm Licensee’s compliance with this Exhibit C. Licensee shall fully cooperate with County and its Auditors in the conduct of such audits. The
<br />cost of the Audits shall be paid by County unless such audit shall disclose a material failure of Licensee to comply with this Exhibit C, in which case
<br />the cost of such audit, and the cost of all subsequent Audits made during the Term and within thirty (30) days thereafter shall be paid for on
<br />demand by Licensee.
<br />County’s Responsibility. This Exhibit C shall not apply to any condition or matter constituting a violation of any Law (i) which existed prior to the
<br />commencement of Licensee’s use or occupancy of the Premises and was not caused or permitted to be caused, in whole or in part, by Licensee or
<br />Licensee’s agents, employees, officers, partners, contractors, or invitees; or (ii) to the extent such violation is caused by, or results from, an act or
<br />neglect of County or County’s agents, employees, officers, partners, contractors, guests, or invitees.
<br />Licensee’s Liability after Expiration or Termination of Agreement. The covenants contained in this Exhibit C shall survive the expiration or
<br />termination of this Agreement, and shall continue for so long as an Indemnified Party may be subject to any expense, liability, charge, penalty, or
<br />obligation against which Licensee has agreed to indemnify an Indemnified Party under this Exhibit C.
<br />DocuSign Envelope ID: 45BDD46A-9754-4D99-A890-27EEFA5E35DF
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