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applicable Environmental Laws: (ii)any and all claims made or threatened by any third party against
<br /> the Borrower or the Property relating to damage,contribution,cost recovery,compensation, loss or
<br /> injury resulting from any Hazardous Material:(iii)the presence or release of any Hazardous Material
<br /> in, on, under, about or from the Property: or (iv) Borrower's discovery of any occurrence or
<br /> condition on any real property adjoining or in the vicinity of the Project classified as "Border Zone
<br /> Property"under the provisions of California Health and Safety Code, Sections 25220 et seq., or any
<br /> regulation adopted in connection therewith,that may in any way affect the Property pursuant to any
<br /> Environmental Laws or cause it or any part thereof to be designated as Border Zone Property. The
<br /> matters set forth in the foregoing clauses(i) through(iv)are hereinafter referred to as "Hazardous
<br /> Materials Claims"). The City shall have the right to join and participate in,as a party if it so elects,
<br /> any legal proceedings or actions initiated in connection with any Hazardous Materials Claim.
<br /> (4) Without the City's prior written consent, which shall not be unreasonably
<br /> withheld or delayed, Borrower shall not take any remedial action in response to the presence of
<br /> any Hazardous Material in, on, under, or about the Property(other than in emergency situations
<br /> or as required by governmental agencies having jurisdiction in which case the City agrees to
<br /> provide its consent), nor enter into any settlement agreement, consent decree, or other
<br /> compromise in respect to any Hazardous Materials Claim.
<br /> (b) Environmental Indemnity. To the greatest extent allowed by law, Borrower
<br /> shall indemnify, defend (with counsel approved by City) and hold the City and its elected and
<br /> appointed officers, officials, employees, agents, consultants, and contractors (collectively, the
<br /> "Indemnitees") harmless from and against all liability, loss, cost, expense (including without
<br /> limitation attorneys' fees and costs of litigation), claim, demand, action, suit, judicial or
<br /> administrative proceeding, penalty, deficiency, fine, order, and damage (all of the foregoing
<br /> collectively"Claims")resulting,arising,or based directly or indirectly in whole or in part,upon: (i)
<br /> the presence,release, use,generation,discharge,storage or disposal of any Hazardous Material on,
<br /> under, in or about the Property,or the transportation of any such Hazardous Material to or from,the
<br /> Property,or(ii)the failure of Borrower, Borrower's employees;agents,contractors,subcontractors,
<br /> or any person acting on behalf of or as the invitee of any of the foregoing to comply with
<br /> Environmental Laws, unless caused by the City's active or passive negligence. The foregoing
<br /> indemnity shall further apply to any residual contamination in, on, under or about the Property or
<br /> affecting any natural resources,and to any contamination of any property or natural resources arising
<br /> in connection with the generation,use,handling,treatment,storage,transport or disposal of any such
<br /> Hazardous Material,and irrespective of whether any of such activities were or will be undertaken in
<br /> accordance with Environmental Laws.
<br /> (c) Definitions.
<br /> (i) "Hazardous Material"means any chemical,compound,material,mixture,or
<br /> substance that is now or may in the future be defined or listed in,or otherwise classified pursuant to
<br /> any Environmental Laws (defined below) as a "hazardous substance", "hazardous material",
<br /> "hazardous waste", "extremely hazardous waste", infectious waste", toxic substance", toxic
<br /> pollutant", or any other formulation intended to define, list or classify substances by reason of
<br /> deleterious properties such as ignitability, corrosivity, reactivity,carcinogenicity, or toxicity. The
<br /> term "hazardous material" shall also include asbestos or asbestos-containing materials, radon,
<br /> chrome and/or chromium,polychlorinated biphenyls,petroleum,petroleum products or by-products,
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