|
construction, rehabilitation, repair, and operation of residential developments and in compliance
<br />with all applicable laws, and shall not cause any release of Hazardous Materials into, onto, under
<br />or through the Land. If any Hazardous Material is discharged, released, dumped, or spilled in, on,
<br />under, or about the Land and results in any contamination of the Land or adjacent property, or
<br />otherwise results in the release or discharge of Hazardous Materials in, on, under or from the
<br />Land, Trustor shall promptly take all actions at its sole expense as are necessary to comply with
<br />all Environmental Laws (as defined below).
<br />To the greatest extent permitted by law, Trustor shall indemnify, defend (with counsel
<br />reasonably acceptable to Beneficiary), and hold Beneficiary and its elected and appointed
<br />officials, officers, agents and employees (collectively, "indemnitees") harmless from and against
<br />any and all loss, claim, liability, damage, demand, judgment, order, penalty, fine, injunctive or
<br />other relief, cost, expense (including reasonable fees and expenses of attorneys, expert witnesses,
<br />and other professionals advising or assisting Beneficiary), action, or cause of action (all of the
<br />foregoing, hereafter individually "Claim" and collectively "Claims") arising in connection with
<br />the breach of Trustor's covenants and obligations set forth in this Section 7.11 or otherwise
<br />arising in connection with the presence or release of Hazardous Materials in, on, under, or from
<br />the Property, except to the extent arising from the gross negligence or willful misconduct of the
<br />Indemnitees. The foregoing indemnity includes, without limitation, all costs of investigation,
<br />assessment, containment, removal, remediation of any kind, and disposal of Hazardous Materials,
<br />all costs of determining whether the Land is in compliance with Environmental Laws, all costs
<br />associated with bringing the Land into compliance with all applicable Environmental Laws, and
<br />all costs associated with claims for damages or injury to persons, property, or natural resources.
<br />Without limiting the generality of the foregoing, Trustor shall, at Trustor's own cost and
<br />expense, do all of the following:
<br />a. pay or 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 />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 />C. reimburse Indemnitees for any and all expenses, including without limitation out-
<br />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 />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 Loan Document; (ii) any extensions of
<br />time for performance required by any Loan Document; (iii) any provision in any of the Loan
<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 Loan Document, (v)
<br />Page 9 of 24
<br />REV: 05-29-19 VR
<br />ATTYIAGR.2019.147fRedwood Oaks Associates 11 LP - Deed of Trust
<br />
|