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arising out of or attributable to the use, generation, storage, release, threatened release, discharge,
<br />disposal, or presence of Hazardous Materials on or under the Property (the matters set forth in
<br />clauses (1) and (2) above are hereinafter referred to as "Hazardous Materials Claims"); and
<br />(3) Trustor's discovery of any occurrence or condition on any real property adjoining or in the
<br />vicinity of the Property that could cause the Property or any part thereof to be classified as
<br />"border -zone property" under the provision of California Health and Safety Code, Sections
<br />25220 et seg., or any regulation adopted in accordance therewith, or to be otherwise subject to
<br />any restrictions on the ownership, occupancy, transferability or use of the Property under any
<br />Hazardous Materials Law.
<br />(c) Beneficiary has 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 Claims
<br />and to have its reasonable attorneys' fees in connection therewith paid by Trustor. Trustor shall
<br />indemnify and hold harmless Beneficiary and its council members, supervisors, directors,
<br />officers, employees, and agents (collectively, "Indemnified Parties") from claims arising from
<br />Trustor's breach of its obligations under the first section of this Article 6, including without
<br />limitation claims for: (1) all foreseeable consequential damages; (2) the costs of any required,
<br />reasonable and necessary repair, cleanup or detoxification of the Property and the preparation
<br />and implementation of reasonable and necessary closure, remedial or other required plans all to
<br />the extent required by an environmental regulatory agency asserting jurisdiction under
<br />Hazardous Materials Laws; and (3) all reasonable costs and expenses incurred by Beneficiary in
<br />connection with clauses (1) and (2), including but not limited to reasonable attorneys' fees and
<br />other professional services fees and costs. This indemnification applies whether or not any
<br />government agency has issued a cleanup order. Losses, claims, costs, suits, liability, and
<br />expenses covered by this indemnification provision include, but are not limited to: (i) losses
<br />attributable to diminution in the value of the Property; (ii) loss or restriction of use of rentable
<br />space on the Property; (iii) adverse effect on the marketing of any rental space on the Property;
<br />and (iv) penalties and fines levied by, and remedial or enforcement actions of any kind issued by
<br />any regulatory agency (including but not limited to the costs of any required testing, remediation,
<br />repair, removal, cleanup or detoxification of the Property and surrounding properties). The
<br />forgoing indemnity shall not apply to any claims, losses, damages, liabilities, fines, penalties, or
<br />charges that are caused by the sole negligence or willful misconduct of the Indemnified Parties.
<br />(d) Without Beneficiary's prior written consent, which shall not be
<br />unreasonably withheld, Trustor may not take any remedial action in response to the presence of
<br />any Hazardous Materials on, under, or about the Property, nor enter into any settlement
<br />agreement, consent decree, or other compromise in respect to any Hazardous Material Claims,
<br />which remedial action, settlement, consent decree or compromise might, in Beneficiary's
<br />reasonable judgment, impairs the value of the Beneficiary's security hereunder; provided,
<br />however, that Beneficiary's prior consent shall not be necessary in the event that the presence of
<br />Hazardous Materials on or under the Property either poses an immediate threat to the health,
<br />safety or welfare of any individual or is of such a nature that an immediate remedial response is
<br />necessary and it is not reasonably practicable to obtain Beneficiary's consent before taking such
<br />action, provided that in such event Trustor shall notify Beneficiary as soon as practicable of any
<br />action so taken. Beneficiary agrees not to withhold its consent, where such consent is required
<br />hereunder, if either: (1) a particular remedial action is ordered by a court of competent
<br />jurisdiction; (2) Trustor will or may be subjected to civil or criminal sanctions or penalties if it
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<br />1199\09\2723506.3
<br />Document Number: 2021-146160 Page: 12 of 25
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