Common use of Covenants of Indemnitor Clause in Contracts

Covenants of Indemnitor. (a) The Indemnitor shall, for so long as the Premises is owned by the Indemnitor, exercise the same degree of care as a reasonable, prudent developer or owner of like properties would exercise to keep or cause the Premises to be kept free from Hazardous Materials (other than Operating Supplies) and in compliance with all applicable Environmental Laws, shall not install or use any underground storage tanks, shall expressly prohibit the use (other than Operating Supplies), generation, handling, storage, production, processing and disposal of Hazardous Materials by all occupants of space in the improvements at the Premises, and, without limiting the generality of the foregoing shall not install in the improvements at the Premises or permit to be installed in the improvements at the Premises asbestos or any substance containing asbestos. The Indemnitor acknowledges and agrees that the Beneficiaries have no duty to provide Indemnitor with any information regarding the Environmental Laws or any interpretation thereof. (i) Indemnitor shall immediately notify the Beneficiaries should Indemnitor become aware of (A) any Hazardous Materials (other than Operating Supplies), or other potential environmental problem or liability, with respect to the Premises, (B) any lien, regulatory or enforcement action or notice affecting the Premises or the Indemnitor resulting from any violation or alleged violation of the Environmental Laws, (C) the institution of any investigation, inquiry or proceeding by any applicable governmental authority concerning the Indemnitor or the Premises pursuant to any Environmental Law or otherwise relating to Hazardous Materials, or (D) the discovery of any occurrence, condition or state of facts which would render any representation or warranty contained in this Agreement incorrect in any material respect if made at the time of such discovery. (ii) The Indemnitor shall, promptly and when and as required and regardless of the source of the contamination, at its own expense, take all actions as shall be required pursuant to any applicable Environmental Laws, consistent with the use of the Premises, for the remediation of any and all portions of the Premises or other affected property, including, without limitation, all investigative, monitoring, removal, containment and remedial actions in accordance with all Environmental Laws that are applicable to the Premises, and shall further pay or cause to be paid, at no expense to the Beneficiaries, all remediation, administrative and enforcement costs imposed by applicable governmental agencies and which may be asserted against the Premises. In the event Indemnitor fails to do so, any or all Beneficiaries may, in their sole discretion (but shall have no obligation to), cause the Premises or other affected property to be so freed from any Hazardous Materials or otherwise brought into compliance with Environmental Laws consistent with the use of the Premises and any actual out-of-pocket cost incurred in connection therewith shall be included in Costs and shall be paid by Indemnitor; provided, however, that the Beneficiaries shall not take such action unless either (i) Indemnitor fails to commence such required actions within thirty (30) days after written notice by any Beneficiary, and/or Indemnitor thereafter fails to diligently and/or continuously prosecute to completion all required work and actions, and/or Indemnitor fails to complete the required work and actions within the time frames required under any applicable Environmental Laws and/or under the requirements of any governmental agency or body or (ii) any Beneficiary determines in its discretion that Indemnitor’s failure to take the required actions is likely to have a material and adverse effect on the operation of the Premises as a whole or any Beneficiary’s interests in the Premises and such Beneficiary gives notice to Indemnitor of such determination. In furtherance of the foregoing, the Indemnitor hereby grants to the Beneficiaries access to the Premises upon written notice to Indemnitor and an irrevocable license to remove any items deemed by the Beneficiaries to be Hazardous Materials in violation of Environmental Laws and to do all things any Beneficiary shall deem necessary to bring the Premises, upon written notice to the Indemnitor, into compliance with Environmental Laws. (c) Upon the request of any Beneficiary, at any time and from time to time after the occurrence of a default by Indemnitor under this Agreement or at such other time as any Beneficiary has grounds to believe or suspect that Hazardous Materials are or have been released, stored or disposed of on or around the Premises (other than in accordance with applicable Environmental Laws) or that the Premises may be in violation of the Environmental Laws, Indemnitor shall provide, at its sole expense, an inspection or audit of the Premises prepared by a hydrogeologist or environmental engineer or other appropriate consultant selected by Indemnitor and approved by the Beneficiaries assessing the presence or absence of Hazardous Materials on the Premises. If Indemnitor fails to commence such inspection or audit within fifteen (15) days after such request, any Beneficiary may order the same, and the Indemnitor hereby grants to the Beneficiaries access to the Premises, upon written notice to the Indemnitor, and an irrevocable license to undertake such inspection or audit. The cost of such inspection or audit shall be included in Costs and shall be paid by Indemnitor.

Covenants of Indemnitor. 4.1 Indemnitor shall (ai) The Indemnitor shall, for so long as comply in all respects with applicable Environmental Laws and undertake reasonable steps to the Premises is owned by protect the Indemnitor, exercise the same degree of care as a reasonable, prudent developer or owner of like properties would exercise to keep or cause the Premises to be kept free Mortgaged Property from Hazardous Materials; (ii) notify Administrative Agent promptly following Indemnitor’s discovery of any spill, discharge, release or presence of any Hazardous Material at, upon, under, within or otherwise affecting the Mortgaged Property; (iii) promptly remove any Hazardous Materials (other than Operating Supplies) and remediate the Mortgaged Property to the extent required by and in full compliance with all applicable Environmental Laws; and (iv) promptly forward to Administrative Agent copies of all orders, shall not install notices, permits, applications or use other written communications and reports received by Indemnitor in connection with any underground storage tanksspill, shall expressly prohibit discharge, release or the use (other than Operating Supplies), generation, handling, storage, production, processing and disposal presence of any Hazardous Materials by all occupants of space in the improvements at the Premises, and, without limiting the generality of the foregoing shall not install in the improvements at the Premises or permit to be installed in the improvements at the Premises asbestos Material or any substance containing asbestos. The Indemnitor acknowledges and agrees that the Beneficiaries have no duty to provide Indemnitor with any information regarding the Environmental Laws or any interpretation thereof. (i) Indemnitor shall immediately notify the Beneficiaries should Indemnitor become aware of (A) any Hazardous Materials (other than Operating Supplies), or other potential environmental problem or liability, with respect to the Premises, (B) any lien, regulatory or enforcement action or notice affecting the Premises or the Indemnitor resulting from any violation or alleged violation of matters regulated by the Environmental Laws, as they may affect the Mortgaged Property or Indemnitor. 4.2 Indemnitor shall not cause and shall prohibit any other Person from (Ci) causing any spill, discharge or release, or the institution use, storage, generation, manufacture, installation, or disposal, of any investigationHazardous Materials at, inquiry upon, under, within or proceeding by any applicable governmental authority concerning about the Indemnitor Mortgaged Property or the Premises pursuant transportation of any Hazardous Materials to or from the Mortgaged Property, (ii) installing any underground storage tanks at the Mortgaged Property in each case in violation of applicable Environmental Law or otherwise relating to Hazardous MaterialsLaw, or (Diii) conducting any activity that requires a permit or other government or quasi-government authorization under Environmental Laws without the discovery prior written consent of any occurrence, condition or state of facts which would render any representation or warranty contained in this Agreement incorrect in any material respect if made at the time of such discoveryAdministrative Agent. (ii) The 4.3 Indemnitor shall, promptly and when and as required and regardless of the source of the contaminationshall provide to Administrative Agent, at its own expense, take all actions as shall be required pursuant to any applicable Environmental Laws, consistent with the use of the Premises, for the remediation of any and all portions of the Premises or other affected property, including, without limitation, all investigative, monitoring, removal, containment and remedial actions in accordance with all Environmental Laws that are applicable to the Premises, and shall further pay or cause to be paid, at no expense to the Beneficiaries, all remediation, administrative and enforcement costs imposed by applicable governmental agencies and which may be asserted against the Premises. In the event Indemnitor fails to do so, any or all Beneficiaries may, in their sole discretion (but shall have no obligation to), cause the Premises or other affected property to be so freed from any Hazardous Materials or otherwise brought into compliance with Environmental Laws consistent with the use of the Premises and any actual out-of-pocket cost incurred in connection therewith shall be included in Costs and shall be paid by Indemnitor; provided, however, that the Beneficiaries shall not take such action unless either (i) Indemnitor fails to commence such required actions within thirty (30) days after written notice by any Beneficiary, and/or Indemnitor thereafter fails to diligently and/or continuously prosecute to completion all required work and actions, and/or Indemnitor fails to complete the required work and actions within the time frames required under any applicable Environmental Laws and/or under the requirements of any governmental agency or body or (ii) any Beneficiary determines in its discretion that Indemnitor’s failure to take expense promptly upon the required actions is likely to have a material and adverse effect on the operation of the Premises as a whole or any Beneficiary’s interests in the Premises and such Beneficiary gives notice to Indemnitor of such determination. In furtherance of the foregoing, the Indemnitor hereby grants to the Beneficiaries access to the Premises upon written notice to Indemnitor and an irrevocable license to remove any items deemed by the Beneficiaries to be Hazardous Materials in violation of Environmental Laws and to do all things any Beneficiary shall deem necessary to bring the Premises, upon written notice to the Indemnitor, into compliance with Environmental Laws. (c) Upon the request of any Beneficiary, at any time and Administrative Agent from time to time after the occurrence of time, a default Site Assessment or, if required by Indemnitor under this Agreement or at such other time as any Beneficiary has grounds to believe or suspect that Hazardous Materials are or have been released, stored or disposed of on or around the Premises (other than in accordance with applicable Environmental Laws) or that the Premises may be in violation of the Environmental Laws, Indemnitor shall provide, at its sole expenseAdministrative Agent, an inspection or audit of the Premises prepared by a hydrogeologist or environmental engineer or other appropriate consultant selected by Indemnitor and approved by the Beneficiaries assessing update to any existing Site Assessment, to assess the presence or absence of any Hazardous Materials on the Premises. If Indemnitor fails to commence such inspection or audit within fifteen (15) days after such request, any Beneficiary may order the same, and the potential costs in connection with abatement, cleanup or removal of any Hazardous Materials found on, under, at or within the Mortgaged Property, in each case in violation of applicable Environmental Law. Indemnitor hereby grants to shall pay the Beneficiaries access to the Premises, upon written notice to the Indemnitor, and an irrevocable license to undertake such inspection or audit. The cost of no more than one such inspection Site Assessment or audit update in any twelve (12) month period, unless (a) Administrative Agent’s request for a Site Assessment is based on information provided under Section 4.1, or (b) there exists credible evidence that there is reasonably likely to be Hazardous Materials at or near the Mortgaged Property, a breach of representations under Section 8, or an Event of Default relating to a failure to comply with applicable Environmental Law, in which case any such Site Assessment or update shall be included in Costs and shall be paid by at Indemnitor’s expense.

Covenants of Indemnitor. 3.1 Indemnitor shall (ai) The Indemnitor shall, for so long as comply in all respects with applicable Environmental Laws and undertake reasonable steps to the Premises is owned by protect the Indemnitor, exercise the same degree of care as a reasonable, prudent developer or owner of like properties would exercise to keep or cause the Premises to be kept free Mortgaged Property from Hazardous Materials; (ii) notify Administrative Agent promptly following Indemnitor’s discovery of any spill, discharge, release or presence of any Hazardous Material at, upon, under, within or otherwise affecting the Mortgaged Property; (iii) promptly remove any Hazardous Materials (other than Operating Supplies) and remediate the Mortgaged Property to the extent required by and in full compliance with all applicable Environmental Laws; and (iv) promptly forward to Administrative Agent copies of all orders, shall not install notices, permits, applications or use other written communications and reports received by Indemnitor in connection with any underground storage tanksspill, shall expressly prohibit discharge, release or the use (other than Operating Supplies), generation, handling, storage, production, processing and disposal presence of any Hazardous Materials by all occupants of space in the improvements at the Premises, and, without limiting the generality of the foregoing shall not install in the improvements at the Premises or permit to be installed in the improvements at the Premises asbestos Material or any substance containing asbestos. The Indemnitor acknowledges and agrees that the Beneficiaries have no duty to provide Indemnitor with any information regarding the Environmental Laws or any interpretation thereof. (i) Indemnitor shall immediately notify the Beneficiaries should Indemnitor become aware of (A) any Hazardous Materials (other than Operating Supplies), or other potential environmental problem or liability, with respect to the Premises, (B) any lien, regulatory or enforcement action or notice affecting the Premises or the Indemnitor resulting from any violation or alleged violation of matters regulated by the Environmental Laws, as they may affect the Mortgaged Property or Indemnitor. HTI Senior Loan 3.2 Indemnitor shall not cause and shall prohibit any other Person from (Ci) causing any spill, discharge or release, or the institution use, storage, generation, manufacture, installation, or disposal, of any investigationHazardous Materials at, inquiry upon, under, within or proceeding by any applicable governmental authority concerning about the Indemnitor Mortgaged Property or the Premises pursuant transportation of any Hazardous Materials to or from the Mortgaged Property, (ii) installing any underground storage tanks at the Mortgaged Property in each case in violation of applicable Environmental Law or otherwise relating to Hazardous MaterialsLaw, or (Diii) conducting any activity that requires a permit or other government or quasi-government authorization under Environmental Laws without the discovery prior written consent of any occurrence, condition or state of facts which would render any representation or warranty contained in this Agreement incorrect in any material respect if made at the time of such discoveryAdministrative Agent. (ii) The 3.3 Indemnitor shall, promptly and when and as required and regardless of the source of the contaminationshall provide to Administrative Agent, at its own expense, take all actions as shall be required pursuant to any applicable Environmental Laws, consistent with the use of the Premises, for the remediation of any and all portions of the Premises or other affected property, including, without limitation, all investigative, monitoring, removal, containment and remedial actions in accordance with all Environmental Laws that are applicable to the Premises, and shall further pay or cause to be paid, at no expense to the Beneficiaries, all remediation, administrative and enforcement costs imposed by applicable governmental agencies and which may be asserted against the Premises. In the event Indemnitor fails to do so, any or all Beneficiaries may, in their sole discretion (but shall have no obligation to), cause the Premises or other affected property to be so freed from any Hazardous Materials or otherwise brought into compliance with Environmental Laws consistent with the use of the Premises and any actual out-of-pocket cost incurred in connection therewith shall be included in Costs and shall be paid by Indemnitor; provided, however, that the Beneficiaries shall not take such action unless either (i) Indemnitor fails to commence such required actions within thirty (30) days after written notice by any Beneficiary, and/or Indemnitor thereafter fails to diligently and/or continuously prosecute to completion all required work and actions, and/or Indemnitor fails to complete the required work and actions within the time frames required under any applicable Environmental Laws and/or under the requirements of any governmental agency or body or (ii) any Beneficiary determines in its discretion that Indemnitor’s failure to take expense promptly upon the required actions is likely to have a material and adverse effect on the operation of the Premises as a whole or any Beneficiary’s interests in the Premises and such Beneficiary gives notice to Indemnitor of such determination. In furtherance of the foregoing, the Indemnitor hereby grants to the Beneficiaries access to the Premises upon written notice to Indemnitor and an irrevocable license to remove any items deemed by the Beneficiaries to be Hazardous Materials in violation of Environmental Laws and to do all things any Beneficiary shall deem necessary to bring the Premises, upon written notice to the Indemnitor, into compliance with Environmental Laws. (c) Upon the request of any Beneficiary, at any time and Administrative Agent from time to time after the occurrence of time, a default Site Assessment or, if required by Indemnitor under this Agreement or at such other time as any Beneficiary has grounds to believe or suspect that Hazardous Materials are or have been released, stored or disposed of on or around the Premises (other than in accordance with applicable Environmental Laws) or that the Premises may be in violation of the Environmental Laws, Indemnitor shall provide, at its sole expenseAdministrative Agent, an inspection or audit of the Premises prepared by a hydrogeologist or environmental engineer or other appropriate consultant selected by Indemnitor and approved by the Beneficiaries assessing update to any existing Site Assessment, to assess the presence or absence of any Hazardous Materials on the Premises. If Indemnitor fails to commence such inspection or audit within fifteen (15) days after such request, any Beneficiary may order the same, and the potential costs in connection with abatement, cleanup or removal of any Hazardous Materials found on, under, at or within the Mortgaged Property, in each case in violation of applicable Environmental Law. Indemnitor hereby grants to shall pay the Beneficiaries access to the Premises, upon written notice to the Indemnitor, and an irrevocable license to undertake such inspection or audit. The cost of no more than one such inspection Site Assessment or audit update in any twelve (12) month period, unless (a) Administrative Agent’s request for a Site Assessment is based on information provided under Section 3.1, or (b) there exists credible evidence that there is reasonably likely to be Hazardous Materials at or near the Mortgaged Property, a breach of representations under Section 7, or an Event of Default relating to a failure to comply with applicable Environmental Law, in which case any such Site Assessment or update shall be included in Costs and shall be paid by at Indemnitor’s expense.

Covenants of Indemnitor. (a) The Indemnitor shall, for covenants and agrees that so long as Borrower owns the Premises is owned by the Indemnitor, exercise the same degree of care as a reasonable, prudent developer or owner of like properties would exercise Property: (i) Indemnitor shall use commercially reasonable efforts to keep or cause the Premises Property to be kept free of Hazardous Substances and not cause or permit the Property to be used to generate, manufacture, refine, transport, treat, store, handle, dispose, produce or process Hazardous Substances except, in each case, in compliance with all Environmental Laws; (ii) Indemnitor shall use commercially reasonable efforts to ensure compliance by all tenants, owners, operators and occupants, if any, of the Property with all Environmental Laws and will use commercially reasonable diligent efforts to ensure that all such tenants, owners, operators and occupants obtain and comply with any and all required approvals, registration or permits in connection with Environmental Laws for the Property; (iii) Indemnitor shall not store, utilize, generate, treat, transport or dispose (or acquiesce in the storage, utilization, generation, transportation, treatment or disposal of) any Hazardous Substances on, at, or from the Property except in accordance with all Environmental Laws; (iv) Indemnitor shall within thirty (30) days, notify Administrative Agent in writing of (A) the storage, presence, utilization, generation, transportation or disposal of any Hazardous Materials (Substances in violation of Environmental Laws on, under, or emanating from the Property other than Operating Supplies) in the ordinary course of business of Borrower or tenants under the Leases and in compliance accordance with all applicable Environmental Laws, shall not install or use any underground storage tanks, shall expressly prohibit the use (other than Operating Supplies), generation, handling, storage, production, processing and disposal of Hazardous Materials by all occupants of space in the improvements at the Premises, and, without limiting the generality of the foregoing shall not install in the improvements at the Premises or permit to be installed in the improvements at the Premises asbestos or any substance containing asbestos. The Indemnitor acknowledges and agrees that the Beneficiaries have no duty to provide Indemnitor with any information regarding the Environmental Laws or any interpretation upon obtaining knowledge thereof. (i) Indemnitor shall immediately notify the Beneficiaries should Indemnitor become aware of (A) any Hazardous Materials (other than Operating Supplies), or other potential environmental problem or liability, with respect to the Premises, (B) any lien, regulatory or enforcement action or notice affecting the Premises or the Indemnitor resulting from any violation or alleged violation of the Environmental Laws, intentionally omitted and (C) the institution occurrence of any investigationHazardous Substances Release, inquiry or proceeding any pending or threatened in writing Regulatory Actions, or any written claims made by any applicable governmental authority concerning the Indemnitor Governmental Authority or the Premises pursuant third party, relating to any Environmental Law Hazardous Substances or otherwise relating to Hazardous Materials, Substances Release on or from the Property; (Dv) the discovery of any occurrence, condition or state of facts which would render any representation or warranty contained in this Agreement incorrect in any material respect if made at the time of such discovery. (ii) The Indemnitor shall, promptly and when and as required and regardless of the source of the contamination, at its own expense, take all actions as shall be required pursuant to any applicable Environmental Laws, consistent with the use of the Premises, for the remediation of any and all portions of the Premises or other affected property, including, without limitation, all investigative, monitoring, removal, containment and remedial actions in accordance with all Environmental Laws that are applicable to the Premises, and shall further pay or cause to be paid, at no expense to the Beneficiaries, all remediation, administrative and enforcement costs imposed by applicable governmental agencies and which may be asserted against the Premises. In the event Indemnitor fails to do so, any or all Beneficiaries may, in their sole discretion (but shall have no obligation to), cause the Premises or other affected property to be so freed from any Hazardous Materials or otherwise brought into compliance with Environmental Laws consistent with the use of the Premises and any actual out-of-pocket cost incurred in connection therewith shall be included in Costs and shall be paid by Indemnitor; provided, however, that the Beneficiaries shall not take such action unless either (i) Indemnitor fails to commence such required actions within thirty (30) days after written notice by any Beneficiary, and/or Indemnitor thereafter fails to diligently and/or continuously prosecute to completion all required work and actions, and/or Indemnitor fails to complete the required work and actions within the time frames required under any applicable Environmental Laws and/or under the requirements of any governmental agency or body or (ii) any Beneficiary determines in its discretion that Indemnitorupon Administrative Agent’s failure to take the required actions is likely to have a material and adverse effect on the operation of the Premises as a whole or any Beneficiary’s interests in the Premises and such Beneficiary gives notice to Indemnitor of such determination. In furtherance of the foregoing, the Indemnitor hereby grants to the Beneficiaries access to the Premises upon written notice to Indemnitor and an irrevocable license to remove any items deemed by the Beneficiaries to be Hazardous Materials in violation of Environmental Laws and to do all things any Beneficiary shall deem necessary to bring the Premises, upon written notice to the Indemnitor, into compliance with Environmental Laws. (c) Upon the request of any Beneficiaryreasonable request, at any time and from time to time after the occurrence of a default by Indemnitor under this Agreement or at such other time as any Beneficiary has grounds to believe or suspect that Hazardous Materials are or have been released, stored or disposed of on or around the Premises (other but not more than in accordance with applicable Environmental Laws) or that the Premises may be in violation of the Environmental Lawsonce per year), Indemnitor shall provideprovide Administrative Agent, at its sole expensewithout any liability on the part of Administrative Agent or any Lender, with an environmental site inspection or environmental audit report, or an update of such assessment or report, of the Premises Property prepared by a hydrogeologist or licensed hydrogeologist, licensed environmental engineer or other appropriate consultant selected by Indemnitor and qualified environmental engineering firm reasonably approved by the Beneficiaries Administrative Agent at Administrative Agent’s cost and expense, in scope, form and content reasonably satisfactory to Administrative Agent, assessing the presence or absence of Hazardous Materials on Substances on, in or near the Premises. If Property and the potential cost in connection with any Remediation (it being understood that such inspections may include soil gas monitoring, if Indemnitor fails to commence provide any such inspection or audit within fifteen thirty (1530) days after such request, any Beneficiary Administrative Agent (for the account of the Lenders) may order the same, and the Indemnitor Borrower hereby grants to the Beneficiaries Administrative Agent and its employees access to the Premises, upon written notice to the Indemnitor, Property and an irrevocable a license to undertake such inspection or audit. The ), and if the report or inspection determines that a Release or Violation exists, such environmental inspection or audit, then the cost and expense of such audit or inspection or audit shall be included in Costs and shall be paid by Indemnitor; (vi) Indemnitor shall reasonably promptly furnish Administrative Agent with copies of any correspondence or legal pleadings or documents in connection with any matter referenced in subdivision (iv) above, and keep Administrative Agent or cause Administrative Agent to be kept apprised of the status of, and any material developments in connection with, such matters;; (vii) Indemnitor shall not, without Administrative Agent’s prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned, enter into any settlement agreement, consent decree or other compromise with respect to any Regulatory Action or other claim, action or proceeding relating to Hazardous Substances in relation to the Property for which Indemnitor does not have the funds available to pay or which may adversely affect the lien of the Loan Documents on the Property; and (viii) in the event of any storage, presence, utilization, generation, transportation, treatment or disposal of Hazardous Substances on or at the Property in a manner which violates any Environmental Laws, or in the event of any Hazardous Substances Release on or from the Property, Indemnitor shall take all reasonable actions to Remediate the Property (A) at the direction of any Governmental Authority, (B) as required to cause the Property to be in compliance with Environmental Laws, or (C) as shall otherwise be required by Administrative Agent in response to the report of a licensed hydrogeologist, licensed environmental engineer or other qualified environmental consulting firm engaged by Administrative Agent confirming that there has been a Hazardous Substances Release or violation of Environmental Law (any such party, the “Administrative Agent’s Consultant”). (b) Upon becoming aware of the presence of mold or fungus at the Property, Indemnitor shall (i) promptly undertake a commercially reasonable investigation to identify the source(s) of such mold or fungus and shall develop and implement an appropriate remediation plan to reduce or eliminate the presence of any Toxic Mold, (ii) perform or cause to be performed all acts reasonably necessary for the remediation of any Toxic Mold (including taking any action necessary to clean and disinfect any portions of the Property affected by Toxic Mold, including providing any necessary moisture control systems at the Property), and (iii) provide evidence of the same to Administrative Agent of the foregoing. Indemnitor shall permit Administrative Agent and the Lenders to join and participate in, as a party if it so elects, any legal or administrative proceedings or other actions initiated with respect to the Property in connection with any violation of any Environmental Law or Hazardous Substances Release, and Indemnitor shall pay all reasonable attorneys’ fees and disbursements incurred by Administrative Agent and the Lenders in connection therewith. (c) The terms “Remediate” and “Remediation”, as used herein, shall include, without limitation, the investigation of the environmental condition of the Property, the preparation of any feasibility studies, reports or remedial plans, and the performance of any cleanup, abatement, removal, remediation, containment, operation, maintenance, monitoring or restoration work relating to the presence or suspected presence of Hazardous Substances on, under, or emanating from the Property in violation of Environmental Laws. All such work shall be performed by one or more contractors selected by Indemnitor and approved in advance and in writing by Administrative Agent, which approval shall not be unreasonably withheld, delayed or conditioned. Indemnitor shall proceed with any required investigatory and remedial actions, in accordance with all applicable requirements of all Environmental Laws. Any such actions shall be performed in a good, safe and workmanlike manner and Indemnitor shall use commercially reasonable efforts to minimize any impact on the business at the Property. Indemnitor shall promptly provide to Administrative Agent copies of testing results and reports that are generated in connection with the Remediation. If Indemnitor shall fail to proceed with such Remediation in accordance with any Environmental Laws or to otherwise comply with all applicable Environmental Laws and the rules, regulations, orders and directives promulgated or issued pursuant thereto within the applicable cure periods (subject to additional period(s) of time within which to cure such failure to complete such Remediation, if any, which are available pursuant to applicable Environmental Laws, rules, regulations, orders or directions promulgated or issued pursuant thereto) the same shall constitute an Event of Default hereunder and under the Loan Agreement entitling Administrative Agent and the Lenders to all rights and remedies under the Loan Documents. Without limiting the foregoing, upon an Event of Default beyond notice and cure, Administrative Agent may, but shall not be obligated to, do whatever is commercially reasonably necessary to eliminate such Hazardous Substances from the Property, to the extent required by Environmental Laws, or otherwise comply with applicable Environmental Laws and the rules, regulations, orders and directives, acting either in its own name or in the name of Indemnitor pursuant to this Section, and the actual cost thereof shall be part of the indebtedness secured by the Loan Documents and shall become immediately due and payable after ten (10) Business Days’ written notice thereof. In addition to and without limiting Administrative Agent’s and the Lenders’ rights pursuant to the Loan Documents, Borrower shall give to Administrative Agent, the Lenders, and their respective agents and employees reasonable access to the Property, on reasonable advance notice, for such purposes and hereby specifically grants to Administrative Agent a license to remove the Hazardous Substances to the extent required by Environmental Laws and the rules, regulations, orders, and directives, acting either in its own name or in the name of Borrower pursuant to this Section.

Covenants of Indemnitor. Indemnitor covenants as follows: (a) The Indemnitor shall, for so long as the Premises is owned by the Indemnitor, exercise the same degree of care as a reasonable, prudent developer or owner of like properties would exercise to keep or cause the Premises to Property shall be kept free from of asbestos and asbestos-containing construction materials and lead-based materials. (b) Neither Indemnitor nor any occupant of the Property shall use, transport, store, treat, generate, handle, dispose of, or in any manner deal with Hazardous Materials (other than Operating Supplies) and on, in, at, about, or from the Property, except in compliance with all applicable federal, state, and local laws, ordinances, rules and regulations, including Environmental Laws, and as disclosed in writing to Indemnified Party; nor shall not install Indemnitor or use any underground storage tanks, shall expressly prohibit occupant cause the use (other than Operating Supplies), generation, handlingProperty to become subject to regulation as hazardous waste treatment, storage, productionor disposal facility under any Environmental Law. 80241.00434\9465924.1 (c) Indemnitor shall comply with, processing and disposal of Hazardous Materials ensure compliance by all occupants of space in the improvements at Property with, all Environmental Laws, and shall keep the Premises, and, without limiting the generality Property free and clear of the foregoing shall not install in the improvements at the Premises or permit any liens imposed pursuant to be installed in the improvements at the Premises asbestos or any substance containing asbestos. The Indemnitor acknowledges and agrees that the Beneficiaries have no duty to provide Indemnitor with any information regarding the Environmental Laws or any interpretation thereofLaws. (id) Indemnitor shall immediately notify Indemnified Party if (i) Indemnitor receives any notice or advice from any Governmental Authority or any source whatsoever with respect to Hazardous Materials in, on under, from, or affecting the Beneficiaries should Property, (ii) Indemnitor become aware of knows, suspects or believes (A) there may be any Hazardous Materials (other than Operating Supplies)in or around the Property, or other potential environmental problem in the soil, groundwater or liabilitysoil vapor on or under the Property, with respect to the Premises, or (B) any lien, regulatory or enforcement action or notice affecting the Premises or the Indemnitor resulting from any violation or alleged violation of the Environmental Laws, (C) the institution of any investigation, inquiry or proceeding by any applicable governmental authority concerning the Indemnitor or the Premises pursuant Property may be subject to any threatened or pending investigation by any Governmental Authority under any Environmental Law or otherwise relating to Hazardous Materials, or (D) the discovery of any occurrence, condition or state of facts which would render any representation or warranty contained in this Agreement incorrect in any material respect if made at the time of such discoveryLaw. (iie) The Indemnitor shallshall not allow to exist on, promptly and when and as required and regardless of under, or about the source of the contamination, at its own expense, take all actions as shall be required pursuant to Property any applicable Environmental Laws, consistent with the use of the Premises, for the remediation of any and all portions of the Premises underground storage tanks or other affected property, including, without limitation, all investigative, monitoring, removal, containment and remedial actions in accordance with all Environmental Laws that are applicable to the Premises, and shall further pay or cause to be paid, at no expense to the Beneficiaries, all remediation, administrative and enforcement costs imposed by applicable governmental agencies and which may be asserted against the Premises. In the event Indemnitor fails to do so, any or all Beneficiaries may, in their sole discretion (but shall have no obligation to), cause the Premises or other affected property to be so freed from any underground Hazardous Materials or otherwise brought into compliance with deposits. (f) If an Environmental Laws consistent with the use of the Premises and any actual out-of-pocket cost incurred Report (as herein defined) discloses matters unacceptable to Indemnified Party, Indemnitor shall cure such matters in connection therewith shall be included in Costs and shall be paid a manner acceptable to Indemnified Party within 30 days after written request by IndemnitorIndemnified Party; provided, however, that if the Beneficiaries cure of any such matters cannot reasonably be made within such 30 day period and Indemnitor promptly and diligently commences to cure such default within that period, then the period to cure shall not take such action unless either (i) Indemnitor fails be deemed extended for up to commence such required actions within thirty (30) an additional 90 days after written notice by any Beneficiary, and/or Indemnitor thereafter fails to diligently and/or continuously prosecute to completion all required work and actions, and/or Indemnitor fails to complete the required work and actions within the time frames required under any applicable Environmental Laws and/or under the requirements of any governmental agency or body or (ii) any Beneficiary determines in its discretion that Indemnitor’s failure to take the required actions is likely to have a material and adverse effect on the operation of the Premises as a whole or any Beneficiary’s interests in the Premises and such Beneficiary gives notice to Indemnitor of such determination. In furtherance of the foregoing, the Indemnitor hereby grants to the Beneficiaries access to the Premises upon written notice to Indemnitor and an irrevocable license to remove any items deemed by the Beneficiaries to be Hazardous Materials in violation of Environmental Laws and to do all things any Beneficiary shall deem necessary to bring the Premises, upon written notice to the Indemnitor, into compliance with Environmental Laws. (c) Upon the request of any Beneficiary, at any time by Indemnified Party as long as Indemnitor diligently and from time continuously proceeds to time after the occurrence of a default by Indemnitor under this Agreement or at cure such other time as any Beneficiary has grounds matters to believe or suspect that Hazardous Materials are or have been released, stored or disposed of on or around the Premises (other than in accordance with applicable Environmental Laws) or that the Premises may be in violation of the Environmental Laws, Indemnitor shall provide, at its sole expense, an inspection or audit of the Premises prepared by a hydrogeologist or environmental engineer or other appropriate consultant selected by Indemnitor and approved by the Beneficiaries assessing the presence or absence of Hazardous Materials on the Premises. If Indemnitor fails to commence such inspection or audit within fifteen (15) days after such request, any Beneficiary may order the same, and the Indemnitor hereby grants to the Beneficiaries access to the Premises, upon written notice to the Indemnitor, and an irrevocable license to undertake such inspection or audit. The cost of such inspection or audit shall be included in Costs and shall be paid by IndemnitorIndemnified Party's satisfaction.

Covenants of Indemnitor. Indemnitor covenants and agrees with Lender as follows: (a) The Indemnitor shallwill keep, and will require all operators, tenants, subtenants, licensees and occupants of the Mortgaged Property or any portion thereof to keep, the Mortgaged Property free of all Hazardous Substances, except for so long as Permitted Hazardous Substances, and shall not cause or permit the Premises is owned by the IndemnitorMortgaged Property, exercise the same degree of care as a reasonableor any portion thereof, prudent developer or owner of like properties would exercise to keep or cause the Premises to be kept free from used for the storage, treatment, generation, transportation, processing, handling, production or disposal of any Hazardous Materials Substances (other than Operating Supplies) the storage and handling of Permitted Hazardous Substances in compliance with all applicable requirements of Environmental Laws, shall not install or use any underground storage tanks, shall expressly prohibit the use (other than Operating Supplies), generation, handling, storage, production, processing and disposal of Hazardous Materials by all occupants of space in the improvements at the Premises, and, without limiting the generality of the foregoing shall not install in the improvements at the Premises or permit to be installed in the improvements at the Premises asbestos or any substance containing asbestos. The Indemnitor acknowledges and agrees that the Beneficiaries have no duty to provide Indemnitor with any information regarding the Environmental Laws or any interpretation thereof. (ib) Indemnitor shall immediately notify the Beneficiaries should Indemnitor become aware of (A) any Hazardous Materials (other than Operating Supplies), or other potential environmental problem or liability, with respect to the Premises, (B) any lien, regulatory or enforcement action or notice affecting the Premises or the Indemnitor resulting from any violation or alleged violation of the Environmental Laws, (C) the institution of any investigation, inquiry or proceeding by any applicable governmental authority concerning the Indemnitor or the Premises pursuant to any Environmental Law or otherwise relating to Hazardous Materials, or (D) the discovery of any occurrence, condition or state of facts which would render any representation or warranty contained in this Agreement incorrect in any material respect if made at the time of such discovery. (ii) The Indemnitor shall, promptly and when and as required and regardless of the source of the contamination, at its own expense, take all actions as shall be required pursuant to any applicable Environmental Laws, consistent with the use of the Premises, for the remediation of any and all portions of the Premises or other affected property, including, without limitation, all investigative, monitoring, removal, containment and remedial actions in accordance with all Environmental Laws that are applicable to the Premiseswill comply with, and shall further pay or cause to be paidrequire all operators, at no expense to the Beneficiariestenants, all remediationsubtenants, administrative licensees and enforcement costs imposed by applicable governmental agencies and which may be asserted against the Premises. In the event Indemnitor fails to do so, any or all Beneficiaries may, in their sole discretion (but shall have no obligation to), cause the Premises or other affected property to be so freed from any Hazardous Materials or otherwise brought into compliance with Environmental Laws consistent with the use occupants of the Premises and Mortgaged Property or any actual out-of-pocket cost incurred in connection therewith shall be included in Costs and shall be paid by Indemnitor; provided, however, that the Beneficiaries shall not take such action unless either (i) Indemnitor fails portion thereof to commence such required actions within thirty (30) days after written notice by any Beneficiary, and/or Indemnitor thereafter fails to diligently and/or continuously prosecute to completion comply with all required work and actions, and/or Indemnitor fails to complete the required work and actions within the time frames required under any applicable Environmental Laws and/or under the requirements of any governmental agency or body or (ii) any Beneficiary determines in its discretion that Indemnitor’s failure to take the required actions is likely to have a material and adverse effect on the operation shall obtain and comply with, and shall require all operators, tenants, subtenants, licensees and occupants of the Premises as a whole or any Beneficiary’s interests in the Premises Mortgaged Property to obtain and such Beneficiary gives notice to Indemnitor of such determination. In furtherance of the foregoingcomply with, the Indemnitor hereby grants to the Beneficiaries access to the Premises upon written notice to Indemnitor and an irrevocable license to remove any items deemed by the Beneficiaries to be Hazardous Materials in violation of all Environmental Laws and to do all things any Beneficiary shall deem necessary to bring the Premises, upon written notice to the Indemnitor, into compliance with Environmental LawsPermits. (c) Upon Indemnitor will not cause or permit any change to be made in the request present or intended use of the Mortgaged Property or any portion thereof which would (i) involve the storage, treatment, generation, transportation, processing, handling, production or disposal of any BeneficiaryHazardous Substances other than Permitted Hazardous Substances or the use of the Mortgaged Property or any portion thereof as a waste disposal site or for military, at any time and from time to time after manufacturing or industrial purposes or for the occurrence storage of a default by Indemnitor under this Agreement petroleum or at such other time as any Beneficiary has grounds to believe or suspect that Hazardous Materials are or have been released, stored or disposed of on or around the Premises petroleum based products (other than Permitted Hazardous Substances in accordance compliance with requirements of Environmental Law), (ii) violate any applicable Environmental LawsLaw, (iii) constitute noncompliance with any Environmental Permit, or that (iv) increase materially the Premises may be in violation risk of a Release of any Hazardous Substances. (d) To the extent required by Environmental Laws, Indemnitor will undertake and complete all investigations, studies, sampling and testing and all removal and other remedial actions necessary to contain, mitigate, remove and clean up all Hazardous Substances that are determined to be present at the Mortgaged Property or any portion thereof to the extent required by any applicable Environmental Law or Environmental Permit or necessary to prevent a Material Adverse Effect. (e) Indemnitor will at all reasonable times allow Lender and its officers, employees, agents, representatives, contractors and subcontractors reasonable access to the Mortgaged Property and each portion thereof for the purposes of ascertaining site conditions, including, but not limited to, subsurface conditions. Lender shall providegive Indemnitor reasonable notice of its desire for access to the Mortgaged Property or any portion thereof, unless the need for prompt action makes such notice impracticable and will cooperate with Indemnitor in good faith so as to minimize the disruptive effect of such access. (f) If Lender obtains reliable evidence or information that a material environmental problem exists or may exist on, at its sole expenseor under the Mortgaged Property or any portion thereof, an Lender may, after consultation with Indemnitor, require that a full or supplemental environmental inspection or and audit report with respect to the Mortgaged Property, of the Premises a scope and level of detail reasonably satisfactory to Lender, be prepared by a hydrogeologist or an environmental engineer or other appropriate consultant qualified person selected by Lender, at the sole cost and expense of Indemnitor. If Lender requires, such inspection will include a records search and, if said environmental engineer or other person recommends the same as a matter which a prudent owner of property under the circumstances should perform, subsurface testing for the presence of Hazardous Substances in the soil, subsoil, bedrock, surface water and/or ground water under the Mortgaged Property. Any so-called "INTRUSIVE ACTIVITIES" (i.e., activities which require physical change to the Mortgaged Property) shall be performed by contractors selected by Indemnitor and approved by the Beneficiaries assessing the presence or absence of Hazardous Materials on the Premisesreasonably acceptable to Lender. If said report indicates that a Release of any Hazardous Substances has occurred and/or is occurring on, at, under or from the Mortgaged Property, other than as permitted by any Environmental Permit, Indemnitor fails will promptly undertake and diligently complete all investigative, containment, removal, clean up and other remedial actions, which are either (x) required by law, rule, regulation or court order, or (y) reasonably necessary in order to commence such inspection prevent a Material Adverse Effect, in either case using methods recommended by or audit within fifteen (15) days after such request, any Beneficiary may order the same, and the Indemnitor hereby grants acceptable to the Beneficiaries access engineer or other person who prepared said audit report and acceptable to the Premisesappropriate federal, upon written notice to state and local agencies or authorities having jurisdiction over the IndemnitorMortgaged Property, and an irrevocable license to undertake such inspection or audit. The cost of such inspection or audit shall be included in Costs and shall be paid by Indemnitorany portion thereof.

Covenants of Indemnitor. 4.1 Indemnitor shall (ai) The Indemnitor shall, for so long as comply in all respects with applicable Environmental Laws and undertake reasonable steps to the Premises is owned by protect the Indemnitor, exercise the same degree of care as a reasonable, prudent developer or owner of like properties would exercise to keep or cause the Premises to be kept free Mortgaged Property from Hazardous Materials; (ii) notify Administrative Agent promptly following Indemnitor’s discovery of any spill, discharge, release or presence of any Hazardous Material at, upon, under, within or otherwise affecting the Mortgaged Property; (iii) promptly remove any Hazardous Materials (other than Operating Supplies) and remediate the Mortgaged Property to the extent required by and in full compliance with all applicable Environmental Laws; and (iv) promptly forward to Administrative Agent copies of all orders, shall not install notices, permits, applications or use other written communications and reports received by Indemnitor in connection with any underground storage tanksspill, shall expressly prohibit discharge, release or the use (other than Operating Supplies), generation, handling, storage, production, processing and disposal presence of any Hazardous Materials by all occupants of space in the improvements at the Premises, and, without limiting the generality of the foregoing shall not install in the improvements at the Premises or permit to be installed in the improvements at the Premises asbestos Material or any substance containing asbestos. The Indemnitor acknowledges and agrees that the Beneficiaries have no duty to provide Indemnitor with any information regarding the Environmental Laws or any interpretation thereof. (i) Indemnitor shall immediately notify the Beneficiaries should Indemnitor become aware of (A) any Hazardous Materials (other than Operating Supplies), or other potential environmental problem or liability, with respect to the Premises, (B) any lien, regulatory or enforcement action or notice affecting the Premises or the Indemnitor resulting from any violation or alleged violation of matters regulated by the Environmental Laws, as they may affect the Mortgaged Property or Indemnitor. 4.2 Indemnitor shall not cause and shall prohibit any other Person from (Ci) causing any spill, discharge or release, or the institution use, storage, generation, manufacture, installation, or disposal, of any investigationHazardous Materials at, inquiry upon, under, within or proceeding by any applicable governmental authority concerning about the Indemnitor Mortgaged Property or the Premises pursuant transportation of any Hazardous Materials to or from the Mortgaged Property, (ii) installing any underground storage tanks at the Mortgaged Property in each case in violation of applicable Environmental Law or otherwise relating to Hazardous MaterialsLaw, or (Diii) conducting any activity that requires a permit or other government or quasi-government authorization under Environmental Laws without the discovery prior written consent of any occurrence, condition or state of facts which would render any representation or warranty contained in this Agreement incorrect in any material respect if made at the time of such discoveryAdministrative Agent. (ii) The 4.3 Indemnitor shall, promptly and when and as required and regardless of the source of the contaminationshall provide to Administrative Agent, at its own expense, take all actions as shall be required pursuant to any applicable Environmental Laws, consistent with the use of the Premises, for the remediation of any and all portions of the Premises or other affected property, including, without limitation, all investigative, monitoring, removal, containment and remedial actions in accordance with all Environmental Laws that are applicable to the Premises, and shall further pay or cause to be paid, at no expense to the Beneficiaries, all remediation, administrative and enforcement costs imposed by applicable governmental agencies and which may be asserted against the Premises. In the event Indemnitor fails to do so, any or all Beneficiaries may, in their sole discretion (but shall have no obligation to), cause the Premises or other affected property to be so freed from any Hazardous Materials or otherwise brought into compliance with Environmental Laws consistent with the use of the Premises and any actual out-of-pocket cost incurred in connection therewith shall be included in Costs and shall be paid by Indemnitor; provided, however, that the Beneficiaries shall not take such action unless either (i) Indemnitor fails to commence such required actions within thirty (30) days after written notice by any Beneficiary, and/or Indemnitor thereafter fails to diligently and/or continuously prosecute to completion all required work and actions, and/or Indemnitor fails to complete the required work and actions within the time frames required under any applicable Environmental Laws and/or under the requirements of any governmental agency or body or (ii) any Beneficiary determines in its discretion that Indemnitor’s failure to take expense promptly upon the required actions is likely to have a material and adverse effect on the operation of the Premises as a whole or any Beneficiary’s interests in the Premises and such Beneficiary gives notice to Indemnitor of such determination. In furtherance of the foregoing, the Indemnitor hereby grants to the Beneficiaries access to the Premises upon written notice to Indemnitor and an irrevocable license to remove any items deemed by the Beneficiaries to be Hazardous Materials in violation of Environmental Laws and to do all things any Beneficiary shall deem necessary to bring the Premises, upon written notice to the Indemnitor, into compliance with Environmental Laws. (c) Upon the request of any Beneficiary, at any time and Administrative Agent from time to time after the occurrence of time, a default Site Assessment or, if required by Indemnitor under this Agreement or at such other time as any Beneficiary has grounds to believe or suspect that Hazardous Materials are or have been released, stored or disposed of on or around the Premises (other than in accordance with applicable Environmental Laws) or that the Premises may be in violation of the Environmental Laws, Indemnitor shall provide, at its sole expenseAdministrative Agent, an inspection or audit of the Premises prepared by a hydrogeologist or environmental engineer or other appropriate consultant selected by Indemnitor and approved by the Beneficiaries assessing update to any existing Site Assessment, to assess the presence or absence of any Hazardous Materials on the Premises. If Indemnitor fails to commence such inspection or audit within fifteen (15) days after such request, any Beneficiary may order the same, and the potential costs in connection with abatement, cleanup or removal of any Hazardous Materials found on, under, at or within the Mortgaged Property, in each case in violation of applicable Environmental Law. Indemnitor hereby grants to shall pay the Beneficiaries access to the Premises, upon written notice to the Indemnitor, and an irrevocable license to undertake such inspection or audit. The cost of no more than one such inspection Site Assessment or audit update in any twelve (12)-month period, unless (a) Administrative Agent’s request for a Site Assessment is based on information provided under Section 4.1, or (b) there exists credible evidence that there is reasonably likely to be Hazardous Materials at or near the Mortgaged Property, a breach of representations under Section 8, or an Event of Default relating to a failure to comply with applicable Environmental Law, in which case any such Site Assessment or update shall be included in Costs and shall be paid by at Indemnitor’s expense.

Covenants of Indemnitor. Indemnitor covenants and agrees with Lender as follows: (a) The Indemnitor shallwill keep, and will require all operators, tenants, subtenants, licensees and occupants of the Mortgaged Property or any portion thereof to keep, the Mortgaged Property free of all Hazardous Substances, except for so long as Permitted Hazardous Substances, and shall not cause or permit the Premises is owned by the IndemnitorMortgaged Property, exercise the same degree of care as a reasonableor any portion thereof, prudent developer or owner of like properties would exercise to keep or cause the Premises to be kept free from used for the storage, treatment, generation, transportation, processing, handling, production or disposal of any Hazardous Materials Substances (other than Operating Supplies) the storage and handling of Permitted Hazardous Substances in compliance with all applicable requirements of Environmental Laws, shall not install or use any underground storage tanks, shall expressly prohibit the use (other than Operating Supplies), generation, handling, storage, production, processing and disposal of Hazardous Materials by all occupants of space in the improvements at the Premises, and, without limiting the generality of the foregoing shall not install in the improvements at the Premises or permit to be installed in the improvements at the Premises asbestos or any substance containing asbestos. The Indemnitor acknowledges and agrees that the Beneficiaries have no duty to provide Indemnitor with any information regarding the Environmental Laws or any interpretation thereof. (ib) Indemnitor shall immediately notify the Beneficiaries should Indemnitor become aware of (A) any Hazardous Materials (other than Operating Supplies), or other potential environmental problem or liability, with respect to the Premises, (B) any lien, regulatory or enforcement action or notice affecting the Premises or the Indemnitor resulting from any violation or alleged violation of the Environmental Laws, (C) the institution of any investigation, inquiry or proceeding by any applicable governmental authority concerning the Indemnitor or the Premises pursuant to any Environmental Law or otherwise relating to Hazardous Materials, or (D) the discovery of any occurrence, condition or state of facts which would render any representation or warranty contained in this Agreement incorrect in any material respect if made at the time of such discovery. (ii) The Indemnitor shall, promptly and when and as required and regardless of the source of the contamination, at its own expense, take all actions as shall be required pursuant to any applicable Environmental Laws, consistent with the use of the Premises, for the remediation of any and all portions of the Premises or other affected property, including, without limitation, all investigative, monitoring, removal, containment and remedial actions in accordance with all Environmental Laws that are applicable to the Premiseswill comply with, and shall further pay or cause to be paidrequire all operators, at no expense to the Beneficiariestenants, all remediationsubtenants, administrative licensees and enforcement costs imposed by applicable governmental agencies and which may be asserted against the Premises. In the event Indemnitor fails to do so, any or all Beneficiaries may, in their sole discretion (but shall have no obligation to), cause the Premises or other affected property to be so freed from any Hazardous Materials or otherwise brought into compliance with Environmental Laws consistent with the use occupants of the Premises and Mortgaged Property or any actual out-of-pocket cost incurred in connection therewith shall be included in Costs and shall be paid by Indemnitor; provided, however, that the Beneficiaries shall not take such action unless either (i) Indemnitor fails portion thereof to commence such required actions within thirty (30) days after written notice by any Beneficiary, and/or Indemnitor thereafter fails to diligently and/or continuously prosecute to completion comply with all required work and actions, and/or Indemnitor fails to complete the required work and actions within the time frames required under any applicable Environmental Laws and/or under the requirements of any governmental agency or body or (ii) any Beneficiary determines in its discretion that Indemnitor’s failure to take the required actions is likely to have a material and adverse effect on the operation shall obtain and comply with, and shall require all operators, tenants, subtenants, licensees and occupants of the Premises as a whole or any Beneficiary’s interests in the Premises Mortgaged Property to obtain and such Beneficiary gives notice to Indemnitor of such determination. In furtherance of the foregoingcomply with, the Indemnitor hereby grants to the Beneficiaries access to the Premises upon written notice to Indemnitor and an irrevocable license to remove any items deemed by the Beneficiaries to be Hazardous Materials in violation of all Environmental Laws and to do all things any Beneficiary shall deem necessary to bring the Premises, upon written notice to the Indemnitor, into compliance with Environmental LawsPermits. (c) Upon Indemnitor will not cause or permit any change to be made in the request present or intended use of the Mortgaged Property or any portion thereof which would (i) involve the storage, treatment, generation, transportation, processing, handling, production or disposal of any BeneficiaryHazardous Substances other than Permitted Hazardous Substances or the use of the Mortgaged Property or any portion thereof as a waste disposal site or for military, at any time and from time to time after manufacturing or industrial purposes or for the occurrence storage of a default by Indemnitor under this Agreement petroleum or at such other time as any Beneficiary has grounds to believe or suspect that Hazardous Materials are or have been released, stored or disposed of on or around the Premises petroleum based products (other than Permitted Hazardous Substances in accordance compliance with requirements of Environmental Law), (ii) violate any applicable Environmental LawsLaw, (iii) constitute noncompliance with any Environmental Permit, or that (iv) increase materially the Premises may be in violation risk of a Release of any Hazardous Substances. (d) To the extent required by Environmental Laws, Indemnitor will undertake and complete all investigations, studies, sampling and testing and all removal and other remedial actions necessary to contain, mitigate, remove and clean up all Hazardous Substances that are determined to be present at the Mortgaged Property or any portion thereof to the extent required by any applicable Environmental Law or Environmental Permit or necessary to prevent a Material Adverse Effect. (e) Indemnitor will at all reasonable times allow Lender and its officers, employees, agents, representatives, contractors and subcontractors reasonable access to the Mortgaged Property and each portion thereof for the purposes of ascertaining site conditions, including, but not limited to, subsurface conditions. Lender shall providegive Indemnitor reasonable notice of its desire for access to the Mortgaged Property or any portion thereof, unless the need for prompt action makes such notice impracticable and will cooperate with Indemnitor in good faith so as to minimize the disruptive effect of such access. (f) If Lender obtains reliable evidence or information that a material environmental problem exists or may exist on, at its sole expenseor under the Mortgaged Property or any portion thereof, an Lender may, after consultation with Indemnitor, require that a full or supplemental environmental inspection or and audit report with respect to the Mortgaged Property, of the Premises a scope and level of detail reasonably satisfactory to Lender, be prepared by a hydrogeologist or an environmental engineer or other appropriate consultant qualified person selected by Indemnitor Lender, at the sole cost and approved by the Beneficiaries assessing the presence or absence expense of Hazardous Materials on the PremisesIndemnitor. If Indemnitor fails to commence such inspection or audit within fifteen (15) days after such request, any Beneficiary may order the same, and the Indemnitor hereby grants to the Beneficiaries access to the Premises, upon written notice to the Indemnitor, and an irrevocable license to undertake such inspection or audit. The cost of such inspection or audit shall be included in Costs and shall be paid by Indemnitor.Lender