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HAZARDOUS SUBSTANCES CERTIFICATE AND INDEMNITY AGREEMENT
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<br />(2) Any contamination, or imminent threat of contamination, of the Property by Hazardous Substances, or any violation of Environmental
<br />Laws in connection with the Property or the operations conducted on the Property.
<br />(3) Any order, notice of violation, fine or penalty or other similar action by any governmental authority relating to Hazardous Substances
<br />or Environmental Laws and the Property or the operations conducted on the Property.
<br />(4) Any judicial or administrative investigation or proceeding relating to Hazardous Substances or Environmental Laws and to the
<br />Property or the operations conducted on the Property.
<br />(5) Any matters relating to Hazardous Substances or Environmental Laws that would give a reasonably prudent Lender cause to be
<br />concerned that the value of Lenders security interest in the Property may be reduced or threatened or that may impair, or threaten to
<br />impair, Indemnitor's ability to perform any of its obligations under this Agreement when such performance is due.
<br />Access to Records. Indemnitor shall deliver to Lender, at Lender's request, copies of any and all documents in Indemnitor's possession or
<br />to which it has access relating to Hazardous Substances or Environmental Laws and the Property and the operations conducted on the
<br />Property, including without limitation results of laboratory analyses, site assessments or studies, environmental audit reports and other
<br />consultants' studies and reports.
<br />Inspections. Lender reserves the right to inspect and investigate the Property and operations on it at any time and from time to time, and
<br />Indemnitor shall cooperate fully with Lender in such inspection and investigations. If Lender at any time has reason to believe that Indemnitor
<br />or any Occupants of the Property are not complying with all applicable Environmental Laws or with the requirements of this Agreement or that
<br />a material spill, release or disposal of Hazardous Substances has occurred on or under the Property, Lender may require Indemnitor to
<br />furnish Lender at Indemnitor's expense an environmental audit or a site assessment with respect to the matters of concern to Lender. Such
<br />audit or assessment shall be performed by a qualified consultant approved by Lender. Any inspections or tests made by Lender shall be for
<br />Lender's purposes only and shall not be construed to create any responsibility or liability on the part of Lender to any Indemnitor or to any
<br />other person.
<br />INDEMNITOR'S WAIVER AND INDEMNIFICATION. indemnitor hereby agrees to and shall indemnify, defend, and hold harmless Lender and
<br />Lender's officers, directors, employees and agents, and Lender's successors and assigns and their officers, directors, employees and agents from
<br />and against any and all claims, demands, losses, liabilities, costs, fines, penalties and expenses (including without limitation attorneys' fees at trial
<br />and on any appeal or petition for review, consultants' fees, remedial action costs, natural resource damages and diminution in value) incurred by
<br />such person (a) arising out of or relating to any investigatory or remedial action involving the Property, the operations conducted on the Property,
<br />or any other operations of Indemnitor or any Occupant and required by Environmental Laws or by orders of any governmental authority having
<br />jurisdiction under any Environmental Laws, including without limitation any natural resource damages, or (b) arising out of or related to any
<br />noncompliance with or violation of Environmental Laws or any applicable permits or approvals, or (c) on account of injury to Lender or any person
<br />whatsoever or damage to any property arising out of, in connection with, or in any way relating to (i) the breach of any covenant, representation or
<br />warranty contained in this Agreement, (ii) the violation of any Environmental Laws, permits, authorizations or approvals, (iii) the use, treatment,
<br />storage, generation, manufacture, transport, release, spill, disposal or other handling of Hazardous Substances on the Property, or (iv) the
<br />contamination of any of the Property by, or the presence, release or threatened release of, Hazardous Substances by any means whatsoever
<br />(explicitly including without limitation any presently existing contamination of the Property, whether or not previously disclosed to Lender), or (d)
<br />pursuant to this Agreement. Indemnitor's obligations under this section shall survive the termination of this Agreement and as set forth below in the
<br />Survival section. In addition to this indemnity, Indemnitor hereby releases and waives all present and future claims against Lender for indemnity
<br />or contribution in the event Indemnitor becomes liable for cleanup or other costs under any Environmental Laws.
<br />PAYMENT: FULL RECOURSE TO INDEMNITOR. Indemnitor intends that Lender shall have full recourse to Indemnitor for Indemnitors
<br />obligations under this Agreement as they become due to Lender. Such liabilities, losses, claims, damages and expenses shall be reimbursable to
<br />Lender as Lender's obligations to make payments with respect thereto are incurred, without any requirement of waiting for the ultimate outcome of
<br />any litigation, claim or other proceeding, and Indemnitor shall pay such liability, losses, claims, damages and expenses to Lender as so incurred
<br />within thirty (30) days after written notice from Lender. Lender's notice shall contain a brief itemization of the amounts incurred to the date of such
<br />notice. In addition to any remedy available for failure to pay periodically such amounts, such amounts shall thereafter bear interest at the Note
<br />default rate, or in the absence of a default rate, at the Note interest rate.
<br />SURVIVAL. The covenants contained in this Agreement shall sumve (A) the repayment of the Indebtedness, (B) any foreclosure, whether
<br />judicial or nonjudicial, of the Property, and (C) any delivery of a deed in lieu of foreclosure to Lender or any successor of Lender. The covenants
<br />contained in this Agreement shall be for the benefit of Lender and any successor to Lender, as holder of any security interest in the Property or the
<br />indebtedness secured thereby, or as owner or the Property following foreclosure or the delivery of a deed in lieu of foreclosure.
<br />MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Agreement
<br />Amendments. This Agreement, together with any Related Documents, constitutes the entire understanding and agreement of the parties as
<br />to the matters set forth in this Agreement. No alteration of or amendment to this Agreement shall be effective unless given in writing and
<br />signed by the parry or parties sought to be charged or bound by the alteration or amendment.
<br />Attorneys' Fees; Expenses. If Lender institutes any suit or action to enforce any of the terms of this Agreement, Lender shall be entitled to
<br />recover such sum as the court may adjudge reasonable as attorneys' fees at trial and upon any appeal. Whether or not any court action is
<br />involved, and to the extent not prohibited by law, all reasonable expenses Lender incurs that in Lender's opinion are necessary at any time for
<br />the protection of its interest or the enforcement of its rights shall become a part of the Indebtedness payable on demand and shall bear
<br />interest at the Note rate from the date of the expenditure unbl repaid. Expenses covered by this paragraph include, without limitation,
<br />however subject to any limits under applicable taw, Lender's attorneys' fees and Lender's legal expenses, whether or not there is a lawsuit,
<br />including attorneys' fees and expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction),
<br />appeals, and any anticipated post -judgment collection services, the cost of searching records, obtaining title reports (including foreclosure
<br />reports), surveyors' reports, and appraisal fees and title insurance, to the extent permitted by applicable law Indemnitor also will pay any
<br />court costs, in addition to all other sums provided by law.
<br />Caption Headings. Caption headings in this Agreement are for convenience purposes only and are not to be used to interpret or define the
<br />provisions of this Agreement.
<br />Governing Law. This Agreement will be governed by federal law applicable to Lender and, to the extent not preempted by federal
<br />law, the laws of the State of California without regard to its conflicts of law provisions. This Agreement has been accepted by
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