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<br />ATTACHMENT 1
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<br />Materials Relicense Response Plans and Inventory, Cal. Health & Safety Code
<br />Secs. 25500-25541, (s) TCPA, Cal. Health and Safety Code Secs. 25208 et seq.,
<br />and (t) regulations promulgated pursuant to said laws or any replacement
<br />thereof, or as similar terms are defined in the federal, state and local laws,
<br />statutes, regulations, orders or rules. Hazardous Materials shall also mean any
<br />and all other substances, materials and wastes which are, or in the future
<br />become regulated under applicable local, state or federal law for the protection of
<br />health or the environment, or which are classified as hazardous or toxic
<br />substances, materials or wastes, pollutants or contaminants, as defined, listed or
<br />regulated by any federal, state or local law, regulation or order or by common law
<br />decision, including, without limitation, (i) trichloroethylene, tetrachloroloethylene,
<br />perchloroethylene and other chlorinated solvents, (ii) any petroleum products or
<br />fractions thereof, (iii) asbestos, (iv) polychlorinated biphenyls, (v) flammable
<br />explosives, (vi) urea formaldehyde, and (vii) radioactive materials and waste.
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<br />16.4 Licensor's RiQht to Perform Tests. At any time prior to the expiration of the
<br />License Term, Licensor shall have the right to enter upon the Premises in order
<br />to conduct tests of water and soil and to deliver to Licensee the results of such
<br />tests to demonstrate that levels of any Hazardous Materials in excess of
<br />permissible levels has occurred as a result of Licensee's use of the Premises.
<br />Licensee shall be solely responsible for and shall indemnify, protect, defend and
<br />hold Licensor harmless from and against all claims, costs and liabilities including
<br />actual attorneys' fees and costs arising out of or in connection with any removal,
<br />remediation, clean up, restoration and materials required hereunder to return the
<br />Premises and any other property of whatever nature to their condition existing
<br />prior to the appearance of the Hazardous Materials. The testing shall be at
<br />Licensee's expense if Licensor has a reasonable basis for suspecting and
<br />confirms the presence of Hazardous Materials in the soil or surface or
<br />groundwater in, on, under, or about the Premises, which has been caused by or
<br />resulted from the activities of Licensee, its agents, employees, contractors or
<br />invitees.
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<br />16.5 Hazardous Materials Indemnitv. Licensee shall indemnify, defend (by counsel
<br />reasonably acceptable to Licensor), protect and hold Licensor harmless from and
<br />against any and all claims, liabilities, penalties, forfeitures, losses and/or
<br />expenses, including, without limitation, diminution in value of the Premises or
<br />Project, damages for the loss or restriction on use of the rentable or usable
<br />space or of any amenity of the Premises or Project, damages arising from any
<br />adverse impact or marketing of the Premises or Project and sums paid in
<br />settlement of claims, response costs, cleanup costs, site assessment costs,
<br />attorneys' fees, consultant and expert fees, judgments, administrative rulings or
<br />orders, fines, costs of death of or injury to any person or damage to any property
<br />whatsoever (including, without limitation, groundwater, sewer systems and
<br />atmosphere), arising from, or caused or resulting, either prior to or during the
<br />License Term, in whole or in part, directly or indirectly, by the presence or
<br />discharge in, on, under or about the Premises by Licensee, Licensee's agents,
<br />employees, licensees or invitees or at Licensee's direction, of Hazardous
<br />Material, or by Licensee's failure to comply with any Hazardous Materials Law,
<br />whether knowingly or by strict liability. Licensee's indemnification obligations
<br />shall include, without limitation, and whether foreseeable or unforeseeable, all
<br />costs of any required or necessary Hazardous Materials management plan,
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<br />Atty/Agr/2009.049 11
<br />071108
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