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14. ENVIRONMENTAL MATTERS
<br />14.1 _Representation and Warranty. Except as disclosed in writing to the City, Vista Del
<br />Rio has no knowledge (a) of the presence on, under or about the Property, now or in the past, of any
<br />Hazardous Materials, or of the transportation to or from the Property of any Hazardous Materials,
<br />(b) that asbestos or polychlorinated biphenyls (PCBs) are contained in or stored on the Property, or
<br />(c) that there are any underground storage tanks located in, on or under the Property.
<br />14.2 Compliance with Environmental Laws. Vista Del Rio shall (a) comply with all
<br />Environmental Laws and environmental permits applicable to the Construction and /or operation of
<br />the Property, (b) immediately pay or cause to be paid all costs and expenses incurred by reason of
<br />such compliance, (c) keep the Property free and clear of any environmental claims or liens imposed
<br />pursuant to any Environmental Law, (d) obtain and renew all environmental permits required for
<br />ownership or use of the Property, and (e) comply with any and all Governmental Requirements
<br />relating to Hazardous Materials with respect to the Construction and /or operation of the Project.
<br />14.3 Presence of Hazardous Materials. Vista Del Rio shall not, and shall not permit
<br />anyone else to, generate, use, treat, store, handle, release, or dispose of Hazardous Materials on the
<br />Property, or transport or permit the transportation of Hazardous Materials to or from the Property
<br />except for de minimis quantities used at the Property in compliance with all applicable
<br />Environmental Laws and required in connection with the routine operation and maintenance of the
<br />Property.
<br />14.4 Notice of Environmental Matters. Vista Del Rio shall immediately advise City in
<br />writing of any of the following: (a) any pending or threatened environmental claim against Vista Del
<br />Rio or the Property, (b) any condition or occurrence that (i) results in noncompliance with any
<br />applicable Environmental Law, (ii) could reasonably be anticipated to cause the Property to be
<br />subject to any restrictions on the ownership, occupancy, use or transferability of the Property under
<br />any Environmental Law, or (iii) could reasonably be anticipated to form the basis of an
<br />environmental claim against the Property or Vista Del Rio.
<br />14.5 Environmental Indemnification by the Vista Del Rio. Vista Del Rio hereby
<br />agrees, at Vista Del Rio's sole expense, to defend (using counsel satisfactory to Successor Agency
<br />and City), indemnify, assume all responsibility for, and save and hold the Indemnitees harmless from
<br />and against any claim, action, suit, proceeding, loss, cost, damage, liability, deficiency, fine, penalty,
<br />punitive damage, or expense (including, without limitation, attorney's fees), resulting from, arising
<br />out of, or based upon (i) the release, use, generation, discharge, storage or disposal of any Hazardous
<br />Materials in violation of Environmental Laws during the period of the Vista Del Rio's ownership of
<br />the Property, on, under, in or about, or the transportation of any such Hazardous Materials to or from,
<br />the Property by Vista Del Rio during the period of the Vista Del Rio's ownership of the applicable
<br />Property, or (ii) the violation, or alleged violation of any Environmental Laws relating to the use,
<br />generation, release, discharge, storage, disposal or transportation of Hazardous Materials on, under,
<br />in or about, to or from, the Property during the period of the Vista Del Rio's ownership of the
<br />Property. This indemnity shall include, without limitation, any damage, liability, fine, penalty, cost
<br />or expense arising from or out of any claim, action, suit, or proceeding for personal injury (including
<br />sickness, disease or death), tangible or intangible property damage, compensation for lost wages,
<br />business income, profits or other economic loss, damage to the natural resource or the environment,
<br />nuisance, contamination, leak, spill, release or other adverse effect on the environment.
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<br />DOC SOC/ 1475221 v 10/200272 -0004
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