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(ii) Developer shall keep and maintain the Project and the Property and each
<br />portion thereof in compliance with, and shall not cause or permit the Project or the Property or
<br />any portion of either to be in violation of any Hazardous Materials Laws.
<br />8.2 Environmental Indemnification. Subject to the last sentence of this Section,
<br />commencing upon Developer's acquisition of a leasehold interest in the Property, Developer
<br />shall indemnify, defend (with counsel approved by Agency) and hold the Indemnitees harmless
<br />from and against any and al] Claims including without limitation any expenses associated with
<br />the investigation, assessment, monitoring response, removal, treatment, abatement or
<br />remediation of Hazardous Materials and administrative, enforcement or judicial proceedings
<br />resulting, arising, or based directly or indirectly in whole or in part, upon (i) the presence,
<br />release, use, generation, discharge, storage or disposal or the alleged presence, release, discharge,
<br />storage or disposal of any Hazardous Materials on, under, in or about, or the transportation of
<br />any such Hazardous Materials to or from, the Property, or (ii) the failure of Developer,
<br />Developer's employees, agents, contractors, subcontractors, or any person acting on behalf of
<br />any of the foregoing to comply with Hazardous Materials Laws or the covenants set forth in
<br />Section 8.1. The foregoing indemnity shall fi~rther apply to any residual contamination in, on,
<br />under or about the Property or affecting any natural resources, and to any contamination of any
<br />property or natural resources arising in connection with the generation, use, handling, treatment,
<br />storage, transport or disposal of any such Hazardous Materials, and irrespective of whether any
<br />of such activities were or will be undertaken in accordance with Hazardous 1Vlaterials Laws_ The
<br />provisions of this Section 8.2 shall survive the issuance of a Certificate of Completion for the
<br />Project and the expiration or earlier termination of this Agreement Developer's indemnification
<br />obligations set forth in this Section shall also apply to Claims arising directly or indirectly as a
<br />result of the actions or omissions of Developer or Developer's employees, agents, contractors,
<br />subcontractors, or any person acting on behalf of any of the foregoing relating to activity on the
<br />Property prior to Developer's acquisition of a leasehold interest in the Property.
<br />82.1 No Limitation. Developer hereby acknowledges and agrees that
<br />Developer's duties, obligations and liabilities under this Agreement, including, without
<br />limitation, under Section 8.2 above, are in no way limited or otherwise affected by any
<br />information the Agency or the City may have concerning the Property and/or the presence in, on,
<br />under or about the Property of any Hazardous Materials, whether the Agency or the City
<br />obtained such information from the Developer or from its own investigations. It is further agreed
<br />that Agency and City do not and shall not waive any rights against Developer that they may have
<br />by reason of this indemnity and hold harmless agreement because of the acceptance by Agency,
<br />or the deposit with Agency by Developer, of any of the insurance policies described in this
<br />Agreement.
<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 identified
<br />as hazardous to human health or the environment in or pursuant to, the Toxic Substances Control
<br />] 178986-R 2g
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