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private, during the continuance of this Lease, and Lessee shall indemnify and hold harmless
<br />Lessor, and its parent corporations, subsidiaries and affiliates, from and against any and all
<br />liabilities, damages, penalties, fines, claims, demands, causes of action, liens, suits, costs,
<br />judgments and expenses, including costs of defense and reasonable attorneys' and consultants'
<br />fees (collectively "Liability"), growing out of any such nuisance, use, storage or disposal or other
<br />release of Hazardous Materials thereon, including without limitation those Liabilities arising out
<br />of the application and/or violation of laws, ordinances and governmental regulations relating to
<br />air, water, noise, wastes and other pollution to the extent permitted by the laws of Colorado;
<br />and, (b) Lessee shall be responsible to Lessor and shall defend, indemnify and hold harmless
<br />Lessor, and its parent corporations, subsidiaries and affiliates, from and against any Liability
<br />arising under any environmental protection or pollution law violation as a result of Lessee
<br />actions related to the Lands to the extent permitted by the laws of Colorado. However, Town will
<br />not be liable or be responsible for any conditions for which there exists a violation of federal,
<br />state or local laws or regulations, environmental or otherwise, on the Land which existed as of
<br />the date of this lease. Should any such conditions exist as of the date of this lease, lessor will
<br />be responsible for the cure of such violations.
<br />10. ASSIGNMENT AND SUB-LEASE. Assignment. Subject to the provisions hereof,
<br />this Lease may not be assigned or sublet by Lessee.
<br />11. WAIVER. Any waiver at any time by one party of a breach hereof by the other
<br />party will extend only to the particular breach so waived and will not impair or affect the
<br />existence of any provision, condition, obligation, or requirement of this Lease or the right of
<br />either party hereto thereafter to avail itself of any rights under this Lease with respect to a
<br />subsequent breach. No provision of this Lease shall be waived by any act or knowledge of the
<br />parties hereto, but only by a written instrument signed by the party waiving a right hereunder.
<br />12. AMENDMENT. No provision of this Lease shall be modified without the written
<br />concurrence of the parties hereto. This Lease includes attachments and exhibits appended
<br />hereto and represents the entire understanding of the parties hereto, and to that extent
<br />supersedes any prior understandings, written or oral.
<br />13. NOTICES. All notices required to be given under this Lease shall be in writing,
<br />signed by or on behalf of the party giving the same, and transmitted to the addresses as follows:
<br />LESSOR: LESSEE:
<br />Hayden Gulch Terminal, LLC Town of Hayden
<br />Sage Creek Land & Reserve, LLC Attn: Mathew Mendisco
<br />Attn: Land Department P.O. Box 190
<br />PO Box 1508 Hayden, CO 81639-0190
<br />Gillette, WY 82718-1508
<br />or such successor addresses as that party may specify by notice hereunder. Such notices shall
<br />be transmitted by United States registered or certified mail return receipt requested or by
<br />registered national carrier. All notices shall be effective on the day following confirmed receipt of
<br />the letter.
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