|
<br />Trustor shall indemnify, defend (with counsel reasonably acceptable to Beneficiary), and
<br />hold Beneficiary and its elected and appointed officials, officers, agents and employees
<br />(collectively, "Indemnitees") harmless from and against any and all loss, claim, liability, damage,
<br />demand, judgment, order, penalty, fine, injunctive or other relief, cost, expense (including
<br />reasonable fees and expenses of attorneys, expert witnesses, and other professionals advising or
<br />assisting Beneficiary), action, or cause of action (all of the foregoing, hereafter individually
<br />"Claim" and collectively "Claims") arising in connection with the breach of Trustor's covenants
<br />and obligations set forth in this Section 7.9 or otherwise arising in connection with the presence
<br />or release of Hazardous Materials in, on, under, or from the Property. The foregoing indemnity
<br />includes, without limitation, all costs of investigation, assessment, containment, removal,
<br />remediation of any kind, and disposal of Hazardous Materials, all costs of determining whether
<br />the Land is in compliance with Environmental Laws, all costs associated with bringing the Land
<br />into compliance with all applicable Environmental Laws, and all costs associated with claims for
<br />damages or injury to persons, property, or natural resources.
<br />
<br />Without limiting the generality of the foregoing, Trustor shall, at Trustor's own cost and
<br />expense, do all of the following:
<br />
<br />a. payor satisfy any judgment or decree that may be entered against any Indemnitee
<br />or Indemnitees in any legal or administrative proceeding incident to any matters against which
<br />Indemnitees are entitled to be indemnified under this Deed of Trust;
<br />
<br />b. reimburse Indemnitees for any expenses paid or incurred in connection with any
<br />matters against which Indemnitees are entitled to be indemnified under this Deed of Trust; and
<br />
<br />c. reimburse Indemnitees for any and all expenses, including without limitation
<br />out-of-pocket expenses and fees of attorneys and expert witnesses, paid or incurred in connection
<br />with the enforcement by Indemnitees of their rights under this Deed of Trust, or in monitoring
<br />and participating in any legal or administrative proceeding.
<br />
<br />Trustor's obligation to indemnify the Indemnitees shall not be limited or impaired by any
<br />of the following, or by any failure of Trustor to receive notice of or consideration for any of the
<br />following: (i) any amendment or modification of any City Document; (ii) any extensions of time
<br />for performance required by any City Document; (iii) any provision in any of the City
<br />Documents limiting Beneficiary's recourse to property securing the Secured Obligations, or
<br />limiting the personal liability of Trustor, or any other party for payment of all or any part of the
<br />Secured Obligations; (iv) the accuracy or inaccuracy of any representation and warranty made by
<br />Trustor under this Deed of Trust or by Trustor or any other party under any City Document, (v)
<br />the release of Trustor or any other person, by Beneficiary or by operation oflaw, from
<br />performance of any obligation under any City Document; (vi) the release or substitution in whole
<br />or in part of any security for the Secured Obligations; and (vii) Beneficiary's failure to properly
<br />perfect any lien or security interest given as security for the Secured Obligations.
<br />
<br />The provisions of this Section 7.9 shall be in addition to any and all other obligations and
<br />liabilities that Trustor may have under applicable law, and each Indemnitee shall be entitled to
<br />indemnification under this Section without regard to whether Beneficiary or that Indemnitee has
<br />exercised any rights against the Property or any other security, pursued any rights against any
<br />
<br />818002-2
<br />
<br />8
<br />
|