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<br />5.3.1 Hazardous Materials. As used herein, the term “Hazardous
<br />Materials” means any and all substances, chemicals, wastes, sewage, materials or emissions
<br />which are now or hereafter regulated, controlled, prohibited or otherwise affected by any local,
<br />state or federal statute, ordinance, code, rule, regulation, order, decree, permit or other law now
<br />or hereafter in effect including, without limitation, (a) any substance defined as a “Hazardous
<br />Material”, “hazardous material”, “hazardous waste”, “toxic substance”, or “air pollutant” in the
<br />Comprehensive Environmental Response, Compensation and Liability Act, as amended
<br />(“CERCLA”), 42 U.S.C. § 9601, et seq., the Hazardous Materials Transportation Act, 49 U.S.C.
<br />§ 1801, et seq., as amended, the Resource Conservation and Recovery Act, as amended
<br />(“RCRA”), 42 U.S.C. § 6901, et seq., the Federal Water Pollution Control Act, as amended, 33
<br />U.S.C. § 1251, et seq., or the Clean Air Act, as amended, 42 U.S.C. § 7401, et seq.; (b) any
<br />substance the presence of which, at the Property, causes or threatens to cause a nuisance upon the
<br />Property or to adjacent properties or poses or threatens to pose a hazard to the health or safety of
<br />human beings; and (c) any substance the presence of which at the Property could constitute a
<br />trespass. In addition to the foregoing, to the extent not already included therein, the term
<br />“Hazardous Materials” also means (i) asbestos (including, without limitation, asbestos containing
<br />materials); (ii) flammable, explosive, infectious, carcinogenic, mutagenic, or radioactive
<br />materials; (iii) petroleum or any substance containing or consisting of petroleum hydrocarbons
<br />(including, without limitation, gasoline, diesel fuel, motor oil, waste oil, grease or any other
<br />fraction of crude oil); (iv) paints and solvents; (v) lead; (vi) cyanide; (vii) DDT; (viii) printing
<br />inks; (ix) acids; (x) pesticides; (xi) ammonium compounds; (xii) polychlorinated biphenyls; (xiii)
<br />radon and radon gas; and (xiv) electromagnetic or magnetic materials, substances or emissions.
<br />5.3.2. Environmental Requirements. As used herein, the term
<br />“Environmental Requirements” means all present and future statutes, regulations, rules,
<br />ordinances, codes, licenses, permits, orders, approvals, plans, authorizations, concessions,
<br />franchises, and similar items, of all governmental agencies, authorities, departments,
<br />commissions, boards, bureaus, or instrumentalities of the United States, any state (including,
<br />without limitation, the State of California) and any political subdivisions thereof, and all
<br />applicable judicial, administrative, and regulatory decrees, judgments, and orders, in any way
<br />relating to the protection or other regulation of human health or safety, natural resources or the
<br />environment, including, without limitation, all of the statutes, ordinances, codes, rules,
<br />regulations, orders, decrees, permits and other laws referred to above.
<br /> 5.4 Environmental Indemnity. Seller agrees to unconditionally and
<br />fully indemnify, protect, defend (with counsel satisfactory to City), and hold City harmless from
<br />any claims (including without limitation third party claims for personal injury, real or personal
<br />property damage, or damages to natural resources), actions, administrative proceedings
<br />(including without limitation both formal and informal proceedings), judgments, damages,
<br />punitive damages, penalties, fines, costs (including without limitation any and all costs relating
<br />to investigation, assessment, analysis or clean up of the Property), liabilities (including without
<br />limitation sums paid in settlements of claims), interest, or losses, including reasonable attorneys’
<br />and paralegals’ fees and expenses (including without limitation any such fees and expenses
<br />incurred in enforcing this Agreement or collecting any sums due hereunder), together with all
<br />other costs and expenses of any kind or nature (collectively, the “Costs”) that arise directly or
<br />indirectly from or in connection with the presence, suspected presence, release, or suspected
<br />release, of any Hazardous Materials in, on or under the Property or in or into the air, soil, soil
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