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<br />portion thereof, Owner (as long as Owner owns the property which is the subject of such notice)
<br />agrees to timely initiate and diligently pursue and complete all appropriate response, remediation
<br />and removal actions for the presence, release or discharge of such Hazardous Materials within
<br />such deadlines as specified by applicable Environmental Laws.
<br />
<br />8.2 Environmental Indemnification. Owner shall indemnify, defend (with counsel
<br />approved by Agency) and hold the Indemnitees harmless from and against any and all Claims
<br />including without limitation any expenses associated with the investigation, assessment,
<br />monitoring, response, removal, treatment, abatement or remediation of Hazardous Materials and
<br />administrative, enforcement or judicial proceedings resulting, arising, or based directly or
<br />indirectly in whole or in part, upon (i) the presence, release, use, generation, discharge, storage
<br />or disposal or the alleged presence, release, discharge, storage or disposal of any Hazardous
<br />Materials on, under, in or about, or the transportation of any such Hazardous Materials to or
<br />from, the Property, or (ii) the failure of Owner, Owner's employees,agents, contractors,
<br />subcontractors, or any person acting on behalf of any of the foregoing to comply with Hazardous
<br />Materials Laws. The foregoing indemnity shall further apply to any residual contamination in,
<br />on, under or about the Property or affecting any natural resources, and to any contamination of
<br />any property or natural resources arising in connection with the generation, use, handling,
<br />treatment, storage, transport or disposal of any such Hazardous Materials, and irrespective of
<br />whether any of such activities were or will be undertaken in accordance with Hazardous
<br />Materials Laws. The provisions ofthis Section 8.2 shall survive the termination of this
<br />Agreement. Owner's indemnity obligations under this Section will not extend to Claims
<br />resulting solely from Indemnitees' gross negligence or willful misconduct.
<br />
<br />8.2.1 No Limitation. Owner hereby acknowledges and agrees that Owner's
<br />duties, obligations and liabilities under this Agreement, including, without limitation, under
<br />Section 8.2 above, are in no way limited or otherwise affected by any information the Agency or
<br />the City may have concerning the Property and/or the presence in, on, under or about the
<br />Property of any Hazardous Materials, whether the Agency or the City obtained such information
<br />from the Owner or from its own investigations. It is further agreed that Agency and City do not
<br />and shall not waive any rights against Owner that they may have by reason of this indemnity and
<br />hold harmless agreement because of the acceptance by Agency, or the deposit with Agency by
<br />Owner, of any of the insurance policies described in this Agreement.
<br />
<br />8.3 Hazardous Materials. As used herein, the term "Hazardous Materials" means
<br />any substance, material or waste which is or becomes regulated by any federal, state or local
<br />governmental authority, and includes without limitation (i) petroleum or oil or gas or any direct
<br />or indirect product or by-product thereof; (ii) asbestos and any material containing asbestos; (iii)
<br />any substance, material or waste regulated by or listed (directly or by reference) as a "hazardous
<br />substance", "hazardous material", "hazardous waste", "toxic waste", "toxic pollutant", "toxic
<br />substance", "solid waste" or "pollutant or contaminant" in or pursuant to, or similarly iUt:l1tified
<br />as hazardous to human health or the environment in or pursuant to, the Toxic Substances Control
<br />Act [15 US.c. 2601, et seq.]; the Comprehensive Environmental Response, Compensation and
<br />Liability Act [42 US.C. Section 9601, et seq.], the Hazardous Materials Transportation
<br />Authorization Act [49 V.S.C. Section 5101, et seq.], the Resource Conservation and Recovery
<br />Act [42 US.c. 6901, et seq.], the Federal Water Pollution Control Act [33 D.S.C. Section 1251],
<br />
<br />818642.2
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