Common use of Environmental Indemnification Clause in Contracts

Environmental Indemnification. Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all Losses and costs of Remediation (whether or not performed voluntarily), engineers' fees, environmental consultants' fees, and costs of investigation (including but not limited to sampling, testing, and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas) imposed upon or incurred by or asserted against any Indemnified Parties, and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any presence of any Hazardous Substances in, on, above, or under the Property; (b) any past, present or threatened Release of Hazardous Substances in, on, above, under or from the Property; (c) any activity by Borrower, any Person affiliated with Borrower or any tenant or other user of the Property in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from the Property of any Hazardous Substances at any tine located in, under, on or above the Property; (d) any activity by Borrower, any Person affiliated with Borrower or any tenant or other user of the Property in connection with any actual or proposed Remediation of any Hazardous Substances at any time located in, under, on or above the Property, whether or not such Remediation is voluntary or pursuant to court or administrative order, including but not limited to any removal, remedial or corrective action; (e) any past or present non-compliance or violations of any Environmental Laws (or permits issued pursuant to any Environmental Law) in connection with the Property or operations thereon, including but not limited to any failure by Borrower, any Affiliate of Borrower or any tenant or other user of the Property to comply with any order of any Governmental Authority in connection with any Environmental Laws; (f) the imposition, recording or filing of any Environmental Lien encumbering the Property; (g) any administrative processes or proceedings or judicial proceedings in any way connected with any matter addressed in Article 8 and this SECTION 9.4; (h) any past, present or threatened injury to, destruction of or loss of natural resources in any way connected with the Property, including but not limited to costs to investigate and assess such injury, destruction or loss; (i) any acts of Borrower or other users of the Property in arranging for disposal or treatment, or arranging with a transporter for transport for disposal or treatment, of Hazardous Substances owned or possessed by such Borrower or other users, at any facility or incineration vessel owned or operated by another Person and containing such or any similar Hazardous Substance; (j) any acts of Borrower or other users of the Property, in accepting any Hazardous Substances for transport to disposal or treatment facilities, incineration vessels or sites selected by Borrower or such other users, from which there is a Release, or a threatened Release of any Hazardous Substance which causes the incurrence of costs for Remediation; (k) any personal injury, wrongful death, or property damage arising under any statutory or common law or tort law theory, including but not limited to damages assessed for the maintenance of a private or public nuisance or for the conducting of an abnormally dangerous activity on or near the Property; and (1) any misrepresentation or inaccuracy in any representation or warranty or material breach or failure to perform any covenants or other obligations pursuant to Article 8. Notwithstanding the foregoing, Borrower shall not be liable under this SECTION 9.4 for any Losses or costs of Remediation to which the Indemnified Parties may become subject to the extent such Losses or costs of Remediation arise by reason of the gross negligence, illegal acts, fraud of willful misconduct of the Indemnified Parties. This indemnity shall survive any termination, satisfaction or foreclosure of this Security Instrument, subject to the provisions of SECTION 10.5.

Environmental Indemnification. Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all Losses and costs of Remediation (whether or not performed voluntarily), reasonable engineers' fees, reasonable environmental consultants' fees, and costs of investigation (including including, but not limited to sampling, testing, testing and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas) imposed upon or incurred by or asserted against any Indemnified Parties, and directly or indirectly arising out of or in any way relating to any one or more of the following, unless caused by the gross negligence or willful misconduct of any Indemnified Party: (a) any presence of any Hazardous Substances in, on, above, above or under the Property; (b) any past, present or threatened Release of Hazardous Substances in, on, above, under or from the Property; (c) any activity by Borrower, any Person person or entity affiliated with Borrower or any tenant or other user users of the Property in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from the Property of any Hazardous Substances at any tine time located in, under, on or above the Property; (d) any activity by Borrower, any Person person or entity affiliated with Borrower or any tenant or other user users of the Property in connection with any actual or proposed Remediation of any Hazardous Substances at any time located in, under, on or above the Property, whether or not such Remediation is voluntary or pursuant to court or administrative order, including including, but not limited to any removal, remedial or corrective action; (e) any past past, present or present non-compliance or threatened violations of any Environmental Laws (or permits issued pursuant to any Environmental Law) in connection with the Property or operations thereon, including including, but not limited to any failure by Borrower, any Affiliate of person or entity affiliated with Borrower or any tenant or other user users of the Property to comply with any order of any Governmental Authority governmental authority in connection with any Environmental Laws; (f) the imposition, recording or filing of any Environmental Lien encumbering the Property; (g) any administrative processes or proceedings or judicial proceedings in any way connected with any matter addressed in Article 8 12 and this SECTION 9.4Section 13.4; (h) any past, present or threatened injury to, destruction of or loss of natural resources in any way connected with the Property, including including, but not limited to costs to investigate and assess such injury, destruction or loss; (i) any acts of Borrower or other users of the Property in arranging for disposal or treatment, or arranging with a transporter for transport for disposal or treatment, of Hazardous Substances owned or possessed by such Borrower or other users, at any facility or incineration vessel owned or operated by another Person person or entity and containing such or any similar Hazardous Substance; (j) any acts of Borrower or other users of the Property, in accepting any Hazardous Substances for transport to disposal or treatment facilities, incineration vessels or sites selected by Borrower or such other users, from which there is a Release, or a threatened Release of any Hazardous Substance which causes the incurrence of costs for Remediation; (k) any personal injury, wrongful death, or property damage caused by Hazardous Substances arising under any statutory or common law or tort law theory, including including, but not limited to damages assessed for the maintenance of a private or public nuisance or for the conducting of an abnormally dangerous activity on or near the Property; and (1l) any intentional misrepresentation or inaccuracy in any representation or warranty or material breach or failure to perform any covenants or other obligations pursuant to Article 8. Notwithstanding the foregoing, Borrower shall not be liable under this SECTION 9.4 for any Losses or costs of Remediation to which the Indemnified Parties may become subject to the extent such Losses or costs of Remediation arise by reason of the gross negligence, illegal acts, fraud of willful misconduct of the Indemnified Parties. This indemnity shall survive any termination, satisfaction or foreclosure of this Security Instrument, subject to the provisions of SECTION 10.512.

Environmental Indemnification. Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all Losses and costs of Remediation (whether or not performed voluntarily), engineers' fees, environmental consultants' fees, and costs of investigation (including but not limited to sampling, testing, and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas) imposed upon or incurred by or asserted against any Indemnified Parties, and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any presence of any Hazardous Substances in, on, above, or under the Property; (b) any past, present or threatened Release of Hazardous Substances in, on, above, under or from the Property; (c) any activity by Borrower, any Person affiliated with Borrower or any tenant or other user of the Property in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from the Property of any Hazardous Substances at any tine time located in, under, on or above the Property; (d) any activity by Borrower, any Person affiliated with Borrower or any tenant or other user of the Property in connection with any actual or proposed Remediation of any Hazardous Substances at any time located in, under, on or above the Property, whether or not such Remediation is voluntary or pursuant to court or administrative order, including but not limited to any removal, remedial or corrective action; (e) any past or present non-compliance or violations of any Environmental Laws (or permits issued pursuant to any Environmental Law) in connection with the Property or operations thereon, including but not limited to any failure by Borrower, any Affiliate of Borrower or any tenant or other user of the Property to comply with any order of any Governmental Authority in connection with any Environmental Laws; (f) the imposition, recording or filing of any Environmental Lien encumbering the Property; (g) any administrative processes or proceedings or judicial proceedings in any way connected with any matter addressed in Article ARTICLE 8 and this SECTION 9.4; (h) any past, present or threatened injury to, destruction of or loss of natural resources in any way connected with the Property, including but not limited to costs to investigate and assess such injury, destruction or loss; (i) any acts of Borrower or other users of the Property in arranging for disposal or treatment, or arranging with a transporter for transport for disposal or treatment, of Hazardous Substances owned or possessed by such Borrower or other users, at any facility or incineration vessel owned or operated by another Person and containing such or any similar Hazardous Substance; (j) any acts of Borrower or other users of the Property, in accepting any Hazardous Substances Substance for transport to disposal or treatment facilities, incineration vessels or sites selected by Borrower or such other users, from which there is a Release, or a threatened Release of any Hazardous Substance which causes the incurrence of costs for Remediation; (k) any personal injury, wrongful death, or property damage arising under any statutory or common law or tort law theory, including but not limited to damages assessed for the maintenance of a private or public nuisance or for the conducting of an abnormally dangerous activity on or near the Property, in each case, to the extent arising out of the presence of Hazardous Substances; and (1) any misrepresentation or inaccuracy in any representation or warranty or material breach or failure to perform any covenants or other obligations pursuant to Article ARTICLE 8. Notwithstanding the foregoing, Borrower shall not be liable under this SECTION 9.4 for any Losses or costs of Remediation to which the Indemnified Parties may become subject to the extent such Losses or costs of Remediation arise by reason of the gross negligence, illegal acts, fraud of willful misconduct of the Indemnified Parties. This indemnity shall survive any termination, satisfaction or foreclosure of this Security InstrumentDeed of Trust, subject to the provisions of SECTION 10.5. Notwithstanding the foregoing, Borrower shall have no liability for any Losses imposed upon or incurred by or asserted against any Indemnified Parties and described in this SECTION 9.4 to the extent that such Losses arose solely by actions, conditions or events relating to the Hazardous Substances placed in, on, above or under the Property after the date that Lender or any Affiliate or nominee of Lender (or any purchaser at a foreclosure sale) actually acquired title to the Property and were not caused by the direct or indirect actions of Borrower or any officer or director of Borrower or any employee, agent, contractor or Affiliate of Borrower.

Environmental Indemnification. The Borrower shall, at its sole cost and expense, protect, defendon a current basis, indemnify, release defend and hold each Indemnified Party harmless the Indemnified Parties on a current basis from and against any and all Losses claims, losses, damages, liabilities, fines, penalties, charges, administrative and judicial proceedings and orders, judgments, remedial actions, requirements and enforcement actions of any kind, and all costs of Remediation and expenses incurred in connection therewith (whether or not performed voluntarilyincluding, without limitation, reasonable attorneys’ fees and expenses), engineers' fees, environmental consultants' fees, and costs of investigation (including but not limited to sampling, testing, and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas) imposed upon or incurred by or asserted against any Indemnified Parties, and arising directly or indirectly arising out of indirectly, in whole or in any way relating to any one or more of the following: part, from (a) any the presence of any Hazardous Substances in, on, aboveunder, or under from any Property of the Property; Borrower, whether prior to or during the term hereof, (b) any past, present activity carried on or threatened Release undertaken on or off any Property of Hazardous Substances in, on, above, under or from the Property; (c) any activity by Borrower, any Person affiliated with whether prior to or during the term hereof, and whether by the Borrower or any tenant predecessor in title, employee, agent, contractor, or other user subcontractor of the Property Borrower or any other person at any time occupying or present on such Property, in connection with any actual, proposed or threatened usethe handling, treatment, removal, storage, holdingdecontamination, existencecleanup, disposition transportation, or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from the Property of any Hazardous Substances at any tine located in, under, on or above the Property; (d) any activity by Borrower, any Person affiliated with Borrower or any tenant or other user of the Property in connection with any actual or proposed Remediation disposal of any Hazardous Substances at any time located in, under, or present on or above the under such Property, whether or not such Remediation is voluntary or pursuant to court or administrative order, including but not limited to any removal, remedial or corrective action; (ec) any past residual contamination on or present non-compliance under any Property of the Borrower, or violations (d) any contamination of any Environmental Laws (Property or permits issued pursuant to any Environmental Law) natural resources arising in connection with the Property generation, use, handling, storage, transportation or operations thereon, including but not limited to disposal of any failure Hazardous Substances by Borrower, any Affiliate of the Borrower or any tenant employee, agent, contractor, or other user subcontractor of the Property to comply with any order Borrower while such persons are acting within the scope of any Governmental Authority in connection with any Environmental Laws; (f) the imposition, recording or filing of any Environmental Lien encumbering the Property; (g) any administrative processes or proceedings or judicial proceedings in any way connected with any matter addressed in Article 8 and this SECTION 9.4; (h) any past, present or threatened injury to, destruction of or loss of natural resources in any way connected their relationship with the PropertyBorrower, including irrespective of whether any of such activities were or will be undertaken in accordance with applicable requirements of law, AND REGARDLESS OF WHETHER ANY PERSON (INCLUDING THE PERSON FROM WHOM INDEMNIFICATION IS SOUGHT) ALLEGES OR PROVES THE SOLE, CONCURRENT, CONTRIBUTORY OR COMPARATIVE NEGLIGENCE OF THE PERSON SEEKING INDEMNIFICATION OR OF ANY OTHER INDEMNIFIED PARTY, OR THE SOLE OR CONCURRENT STRICT LIABILITY IMPOSED ON THE PERSON SEEKING INDEMNIFICATION OR ON ANY OTHER INDEMNIFIED PARTY, but not limited to costs to investigate and assess such injury, destruction or loss; (i) any acts of Borrower or other users of the Property foregoing in arranging for disposal this Section arising from the willful misconduct or treatment, or arranging with a transporter for transport for disposal or treatment, of Hazardous Substances owned or possessed by such Borrower or other users, at any facility or incineration vessel owned or operated by another Person and containing such or any similar Hazardous Substance; (j) any acts of Borrower or other users of the Property, in accepting any Hazardous Substances for transport to disposal or treatment facilities, incineration vessels or sites selected by Borrower or such other users, from which there is a Release, or a threatened Release of any Hazardous Substance which causes the incurrence of costs for Remediation; (k) any personal injury, wrongful death, or property damage arising under any statutory or common law or tort law theory, including but not limited to damages assessed for the maintenance of a private or public nuisance or for the conducting of an abnormally dangerous activity on or near the Property; and (1) any misrepresentation or inaccuracy in any representation or warranty or material breach or failure to perform any covenants or other obligations pursuant to Article 8. Notwithstanding the foregoing, Borrower shall not be liable under this SECTION 9.4 for any Losses or costs of Remediation to which the Indemnified Parties may become subject to the extent such Losses or costs of Remediation arise by reason of the gross negligence, illegal acts, fraud of willful misconduct negligence on the part of the Indemnified Parties. This Party seeking indemnification under this Section; with the foregoing indemnity shall survive any termination, surviving satisfaction or foreclosure of all obligations and the termination of this Security Instrument, subject to the provisions of SECTION 10.5Agreement.

Environmental Indemnification. Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all Losses and costs of Remediation (whether or not performed voluntarily), engineers' ’ fees, environmental consultants' ’ fees, and costs of investigation (including but not limited to sampling, testing, and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas) imposed upon or incurred by or asserted against any Indemnified Parties, and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any presence of any Hazardous Substances in, on, above, or under the Property; (b) any past, present or threatened Release of Hazardous Substances in, on, above, under or from the Property; (c) any activity by Borrower, any Person affiliated with Borrower or any tenant or other user of the Property in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from the Property of any Hazardous Substances at any tine time located in, under, on or above the Property; (d) any activity by Borrower, any Person affiliated with Borrower or any tenant or other user of the Property in connection with any actual or proposed Remediation of any Hazardous Substances at any time located in, under, on or above the Property, whether or not such Remediation is voluntary or pursuant to court or administrative order, including but not limited to any removal, remedial or corrective action; (e) any past or present non-compliance or violations of any Environmental Laws (or permits issued pursuant to any Environmental Law) in connection with the Property or operations thereon, including but not limited to any failure by Borrower, any Affiliate of Borrower or any tenant or other user of the Property to comply with any order of any Governmental Authority in connection with any Environmental Laws; (f) the imposition, recording or filing of any Environmental Lien encumbering the Property; (g) any administrative processes or proceedings or judicial proceedings in any way connected with any matter addressed in Article 8 and this SECTION Section 9.4; (h) any past, present or threatened injury to, destruction of or loss of natural resources in any way connected with the Property, including but not limited to costs to investigate and assess such injury, destruction or loss; (i) any acts of Borrower or other users of the Property in arranging for disposal or treatment, or arranging with a transporter for transport for disposal or treatment, of Hazardous Substances owned or possessed by such Borrower or other users, at any facility or incineration vessel owned or operated by another Person and containing such or any similar Hazardous Substance; (j) any acts of Borrower or other users of the Property, in accepting any Hazardous Substances Substance for transport to disposal or treatment facilities, incineration vessels or sites selected by Borrower or such other users, from which there is a Release, or a threatened Release of any Hazardous Substance which causes the incurrence of costs for Remediation; (k) any personal injury, wrongful death, or property damage arising under any statutory or common law or tort law theory, including but not limited to damages assessed for the maintenance of a private or public nuisance or for the conducting of an abnormally dangerous activity on or near the Property, in each case, to the extent arising out of the presence of Hazardous Substances; and (1) any misrepresentation or inaccuracy in any representation or warranty or material breach or failure to perform any covenants or other obligations pursuant to Article 8. Notwithstanding the foregoing, Borrower shall not be liable under this SECTION 9.4 for any Losses or costs of Remediation to which the Indemnified Parties may become subject to the extent such Losses or costs of Remediation arise by reason of the gross negligence, illegal acts, fraud of willful misconduct of the Indemnified Parties. This indemnity shall survive any termination, satisfaction or foreclosure of this Security Instrument, subject to the provisions of SECTION Section 10.5. Notwithstanding the foregoing, Borrower shall have no liability for any Losses imposed upon or incurred by or asserted against any Indemnified Parties and described in this Section 9.4 to the extent that such Losses arose solely by actions, conditions or events relating to the Hazardous Substances placed in, on, above or under the Property after the date that Lender or any Affiliate or nominee of Lender (or any purchaser at a foreclosure sale) actually acquired title to the Property and were not caused by the direct or indirect actions of Borrower or any officer or director of Borrower or any employee, agent, contractor or Affiliate of Borrower.

Environmental Indemnification. The Borrower shall, at its sole cost and expense, protect, defendon a current basis, indemnify, release defend and hold each Indemnified Party harmless the Indemnified Parties on a current basis from and against any and all Losses claims, losses, damages, liabilities, fines, penalties, charges, administrative and judicial proceedings and orders, judgments, remedial actions, requirements and enforcement actions of any kind, and all costs of Remediation and expenses incurred in connection therewith (whether or not performed voluntarilyincluding, without limitation, reasonable attorneys’ fees and expenses), engineers' fees, environmental consultants' fees, and costs of investigation (including but not limited to sampling, testing, and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas) imposed upon or incurred by or asserted against any Indemnified Parties, and arising directly or indirectly arising out of indirectly, in whole or in any way relating to any one or more of the following: part, from (a) any the presence of any Hazardous Substances in, hazardous substances on, aboveunder, or under from any Property of the Property; Borrower, whether prior to or during the term hereof, (b) any pastactivity carried on or undertaken on or off any Property of the Borrower, whether prior to or during the term hereof, and whether by the Borrower or any predecessor in title, employee, agent, contractor, or subcontractor of the Borrower or any other Person at any time occupying or present on such Property, in connection with the handling, treatment, removal, storage, decontamination, cleanup, transportation, or threatened Release disposal of Hazardous Substances inany hazardous substances at any time located or present on or under such Property, on, above, under or from the Property; (c) any activity by residual contamination on or under any Property of the Borrower, any Person affiliated with Borrower or any tenant or other user of the Property in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from the Property of any Hazardous Substances at any tine located in, under, on or above the Property; (d) any activity by Borrower, any Person affiliated with Borrower or any tenant or other user of the Property in connection with any actual or proposed Remediation contamination of any Hazardous Substances at any time located in, under, on Property or above the Property, whether or not such Remediation is voluntary or pursuant to court or administrative order, including but not limited to any removal, remedial or corrective action; (e) any past or present non-compliance or violations of any Environmental Laws (or permits issued pursuant to any Environmental Law) natural resources arising in connection with the Property generation, use, handling, storage, transportation or operations thereon, including but not limited to disposal of any failure hazardous substances by Borrower, any Affiliate of the Borrower or any tenant employee, agent, contractor, or other user subcontractor of the Property to comply with any order Borrower while such Persons are acting within the scope of any Governmental Authority in connection with any Environmental Laws; (f) the imposition, recording or filing of any Environmental Lien encumbering the Property; (g) any administrative processes or proceedings or judicial proceedings in any way connected with any matter addressed in Article 8 and this SECTION 9.4; (h) any past, present or threatened injury to, destruction of or loss of natural resources in any way connected their relationship with the PropertyBorrower, including irrespective of whether any of such activities were or will be undertaken in accordance with applicable requirements of Law, INCLUDING ANY OF THE FOREGOING IN THIS SECTION ARISING FROM THE SOLE NEGLIGENCE, COMPARATIVE NEGLIGENCE OR CONCURRENT NEGLIGENCE OF ANY OF THE INDEMNIFIED PARTIES OR THE SOLE OR CONCURRENT STRICT LIABILITY IMPOSED ON ANY OF THE INDEMNIFIED PARTIES, but not limited to costs to investigate and assess such injury, destruction or loss; (i) any acts of Borrower or other users of the Property foregoing in arranging for disposal or treatment, or arranging with a transporter for transport for disposal or treatment, of Hazardous Substances owned or possessed by such Borrower or other users, at any facility or incineration vessel owned or operated by another Person and containing such or any similar Hazardous Substance; (j) any acts of Borrower or other users of the Property, in accepting any Hazardous Substances for transport to disposal or treatment facilities, incineration vessels or sites selected by Borrower or such other users, this section arising from which there is a Release, or a threatened Release of any Hazardous Substance which causes the incurrence of costs for Remediation; (k) any personal injury, wrongful death, or property damage arising under any statutory or common law or tort law theory, including but not limited to damages assessed for the maintenance of a private or public nuisance or for the conducting of an abnormally dangerous activity on or near the Property; and (1) any misrepresentation or inaccuracy in any representation or warranty or material breach or failure to perform any covenants or other obligations pursuant to Article 8. Notwithstanding the foregoing, Borrower shall not be liable under this SECTION 9.4 for any Losses or costs of Remediation to which the Indemnified Parties may become subject to the extent such Losses or costs of Remediation arise by reason of the gross negligence, illegal acts, fraud of negligence or willful misconduct on the part of the Indemnified Parties. This Party seeking indemnification under this section; with the foregoing indemnity shall survive any termination, surviving satisfaction or foreclosure of all obligations and the termination of this Security Instrument, subject to the provisions of SECTION 10.5Agreement.

Environmental Indemnification. Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all Losses and costs of Remediation (whether or not performed voluntarily), engineers' fees, environmental consultants' fees, and costs of investigation (including but not limited to sampling, testing, and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gasas hereinafter defined) imposed upon or incurred by or asserted against any Indemnified PartiesParties (other than those arising solely from a state of facts that first came into existence after Lender acquired title to the Property through foreclosure or a deed in lieu thereof), and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any presence of any Hazardous Substances (as hereinafter defined) in, on, above, or under the Property; (b) any past, present or threatened future Release (as hereinafter defined) of Hazardous Substances in, on, above, under or from the Property; (c) any activity by Borrower, any Person person or entity affiliated with Borrower or Borrower, and any tenant or other user of the Property in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from the Property of any Hazardous Substances at any tine time located in, under, on or above the Property; (d) any activity by Borrower, any Person person or entity affiliated with Borrower or Borrower, and any tenant or other user of the Property in connection with any actual or proposed Remediation (as hereinafter defined) of any Hazardous Substances at any time located in, under, on or above the Property, whether or not such Remediation is voluntary or pursuant to court or administrative order, including but not limited to any removal, remedial or corrective action; (e) any past past, present or present threatened non-compliance or violations of any Environmental Laws Law (as hereinafter defined) (or permits issued pursuant to any Environmental Law) in connection with the Property or operations thereon, including but not limited to any failure by Borrower, any Affiliate of Borrower person or entity affiliated with Borrower, and any tenant or other user of the Property to comply with any order of any Governmental Authority governmental authority in connection with any Environmental Laws; (f) the imposition, recording or filing or the future imposition, recording or filing of any Environmental Lien (as hereinafter defined) encumbering the Property; (g) any administrative processes or proceedings or judicial proceedings in any way connected with any matter addressed in Article 8 and this SECTION 9.4Section 11.2; (h) any past, present or threatened injury to, destruction of or loss of natural resources in any way connected with the Property, including but not limited to costs to investigate and assess such injury, destruction or loss; (i) any acts of Borrower or other users of the Property in arranging for disposal or treatment, or arranging with a transporter for transport for disposal or treatment, of Hazardous Substances owned or possessed by such Borrower or other users, at any facility or incineration vessel owned or operated by another Person and containing such or any similar Hazardous Substance; (j) any acts of Borrower or other users of the Property, in accepting any Hazardous Substances for transport to disposal or treatment facilities, incineration vessels or sites selected by Borrower or such other users, from which there is a Release, or a threatened Release of any Hazardous Substance which causes the incurrence of costs for Remediation; (k) any personal injury, wrongful death, or property damage arising under any statutory or common law or tort law theory, including but not limited to damages assessed for the maintenance of a private or public nuisance or for the conducting of an abnormally dangerous activity on or near the Property; and (1) any misrepresentation or inaccuracy in any representation or warranty or material breach or failure to perform any covenants or other obligations pursuant to Article 8. Notwithstanding under the foregoing, Environmental Indemnity of even date executed by Borrower shall not be liable under this SECTION 9.4 for and Indemnitor; and (i) any Losses or costs of Remediation to which the Indemnified Parties may become subject to the extent such Losses or costs of Remediation arise by reason diminution in value of the gross negligence, illegal acts, fraud of willful misconduct of the Indemnified Parties. This indemnity shall survive Property in any termination, satisfaction way connected with any occurrence or foreclosure of other matter referred to in this Security Instrument, subject to the provisions of SECTION 10.5Section 11.2.

Environmental Indemnification. Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all Losses and costs of Remediation (whether or not performed voluntarily), engineers' fees, environmental consultants' fees, and costs of investigation (including including, but not limited to sampling, testing, testing and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas) imposed upon or incurred by or asserted against any Indemnified Parties, and directly or indirectly arising out of or in any way relating to any one or more of the following, unless caused by the gross negligence or willful misconduct of any Indemnified Party: (a) any presence of any Hazardous Substances in, on, above, above or under the Property; (b) any past, present or threatened Release of Hazardous Substances in, on, above, under or from the Property; (c) any activity by Borrower, any Person person or entity affiliated with Borrower or any tenant or other user users of the Property in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from the Property of any Hazardous Substances at any tine time located in, under, on or above the Property; (d) any activity by Borrower, any Person person or entity affiliated with Borrower or any tenant or other user users of the Property in connection with any actual or proposed Remediation of any Hazardous Substances at any time located in, under, on or above the Property, whether or not such Remediation is voluntary or pursuant to court or administrative order, including including, but not limited to any removal, remedial or corrective action; (e) any past past, present or present non-compliance or threatened violations of any Environmental Laws (or permits issued pursuant to any Environmental Law) in connection with the Property or operations thereon, including including, but not limited to any failure by Borrower, any Affiliate of person or entity affiliated with Borrower or any tenant or other user users of the Property to comply with any order of any Governmental Authority governmental authority in connection with any Environmental Laws; (f) the imposition, recording or filing of any Environmental Lien encumbering the Property; (g) any administrative processes or proceedings or judicial proceedings in any way connected with any matter addressed in Article 8 12 and this SECTION 9.4Section 13.4; (h) any past, present or threatened injury to, destruction of or loss of natural resources in any way connected with the Property, including including, but not limited to costs to investigate and assess such injury, destruction or loss; (i) any acts of Borrower or other users of the Property in arranging for disposal or treatment, or arranging with a transporter for transport for disposal or treatment, of Hazardous Substances owned or possessed by such Borrower or other users, at any facility or incineration vessel owned or operated by another Person person or entity and containing such or any similar Hazardous Substance; (j) any acts of Borrower or other users of the Property, in accepting any Hazardous Substances for transport to disposal or treatment facilities, incineration vessels or sites selected by Borrower or such other users, from which there is a Release, or a threatened Release of any Hazardous Substance which causes the incurrence of costs for Remediation; (k) any personal injury, wrongful death, or property damage caused by Hazardous Substances arising under any statutory or common law or tort law theory, including including, but not limited to damages assessed for the maintenance of a private or public nuisance or for the conducting of an abnormally dangerous activity on or near the Property; and (1l) any intentional misrepresentation or inaccuracy in any representation or warranty or material breach or failure to perform any covenants or other obligations pursuant to Article 8. Notwithstanding the foregoing, Borrower shall not be liable under this SECTION 9.4 for any Losses or costs of Remediation to which the Indemnified Parties may become subject to the extent such Losses or costs of Remediation arise by reason of the gross negligence, illegal acts, fraud of willful misconduct of the Indemnified Parties. This indemnity shall survive any termination, satisfaction or foreclosure of this Security Instrument, subject to the provisions of SECTION 10.512.

Environmental Indemnification. The Borrower shall, at its sole cost and expense, protect, defendon a current basis, indemnify, release defend and hold each Indemnified Party harmless the Indemnified Parties on a current basis from and against any and all Losses claims, losses, damages, liabilities, fines, penalties, charges, administrative and judicial proceedings and orders, judgments, remedial actions, requirements and enforcement actions of any kind, and all costs of Remediation and expenses incurred in connection therewith (whether or not performed voluntarilyincluding, without limitation, reasonable attorneys’ fees and expenses), engineers' fees, environmental consultants' fees, and costs of investigation (including but not limited to sampling, testing, and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas) imposed upon or incurred by or asserted against any Indemnified Parties, and arising directly or indirectly arising out of indirectly, in whole or in any way relating to any one or more of the following: part, from (a) any the presence of any Hazardous Substances in, on, aboveunder, or under from any Property of the Property; Borrower, whether prior to or during the term hereof, (b) any past, present activity carried on or threatened Release undertaken on or off any Property of Hazardous Substances in, on, above, under or from the Property; (c) any activity by Borrower, any Person affiliated with whether prior to or during the term hereof, and whether by the Borrower or any tenant predecessor in title, employee, agent, contractor, or other user subcontractor of the Property Borrower or any other person at any time occupying or present on such Property, in connection with any actual, proposed or threatened usethe handling, treatment, removal, storage, holdingdecontamination, existencecleanup, disposition transportation, or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from the Property of any Hazardous Substances at any tine located in, under, on or above the Property; (d) any activity by Borrower, any Person affiliated with Borrower or any tenant or other user of the Property in connection with any actual or proposed Remediation disposal of any Hazardous Substances at any time located in, under, or present on or above the under such Property, whether or not such Remediation is voluntary or pursuant to court or administrative order, including but not limited to any removal, remedial or corrective action; (ec) any past residual contamination on or present non-compliance under any Property of the Borrower, or violations (d) any contamination of any Environmental Laws (Property or permits issued pursuant to any Environmental Law) natural resources arising in connection with the Property generation, use, handling, storage, transportation or operations thereon, including but not limited to disposal of any failure Hazardous Substances by Borrower, any Affiliate of the Borrower or any tenant employee, agent, contractor, or other user subcontractor of the Property to comply with any order Borrower while such persons are acting within the scope of any Governmental Authority in connection with any Environmental Laws; (f) the imposition, recording or filing of any Environmental Lien encumbering the Property; (g) any administrative processes or proceedings or judicial proceedings in any way connected with any matter addressed in Article 8 and this SECTION 9.4; (h) any past, present or threatened injury to, destruction of or loss of natural resources in any way connected their relationship with the PropertyBorrower, including irrespective of whether any of such activities were or will be undertaken in accordance with applicable requirements of law, AND REGARDLESS OF WHETHER ANY PERSON (INCLUDING THE PERSON FROM WHOM INDEMNIFICATION IS SOUGHT) ALLEGES OR PROVES THE SOLE, CONCURRENT, CONTRIBUTORY OR COMPARATIVE NEGLIGENCE OF THE PERSON SEEKING INDEMNIFICATION OR OF ANY OTHER INDEMNIFIED PARTY, OR THE SOLE OR CONCURRENT STRICT LIABILITY IMPOSED ON THE PERSON SEEKING INDEMNIFICATION OR ON ANY OTHER INDEMNIFIED PARTY, but not limited to costs to investigate and assess such injury, destruction or loss; (i) any acts of Borrower or other users of the Property foregoing in arranging for disposal this Section arising from the willful misconduct or treatment, or arranging with a transporter for transport for disposal or treatment, of Hazardous Substances owned or possessed by such Borrower or other users, at any facility or incineration vessel owned or operated by another Person and containing such or any similar Hazardous Substance; (j) any acts of Borrower or other users of the Property, in accepting any Hazardous Substances for transport to disposal or treatment facilities, incineration vessels or sites selected by Borrower or such other users, from which there is a Release, or a threatened Release of any Hazardous Substance which causes the incurrence of costs for Remediation; (k) any personal injury, wrongful death, or property damage arising under any statutory or common law or tort law theory, including but not limited to damages assessed for the maintenance of a private or public nuisance or for the conducting of an abnormally dangerous activity on or near the Property; and (1) any misrepresentation or inaccuracy in any representation or warranty or material breach or failure to perform any covenants or other obligations pursuant to Article 8. Notwithstanding the foregoing, Borrower shall not be liable under this SECTION 9.4 for any Losses or costs of Remediation to which the Indemnified Parties may become subject to the extent such Losses or costs of Remediation arise by reason of the gross negligence, illegal acts, fraud of willful misconduct negligence on the part of the Indemnified Parties. This Party seeking indemnification under this Section as determined by a final non-appealable judgment of a court of competent jurisdiction; with the foregoing indemnity shall survive any termination, surviving satisfaction or foreclosure of all obligations and the termination of this Security Instrument, subject to the provisions of SECTION 10.5Agreement.

Environmental Indemnification. Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all Losses and costs of Remediation (whether or not performed voluntarily), engineers' fees, environmental consultants' fees, and costs of investigation (including but not limited to sampling, testing, and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gasas hereinafter defined) imposed upon or incurred by or asserted against any Indemnified PartiesParties (other than those arising solely from a state of facts that first came into existence after Lender (or any other party) acquired title to the Property through foreclosure or a deed in lieu thereof), and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any presence of any Hazardous Substances (as hereinafter defined) in, on, above, or under the Property; (b) any past, present or threatened future Release (as hereinafter defined) of Hazardous Substances in, on, above, under or from the Property; (c) any activity by Borrower, any Person person or entity affiliated with Borrower or Borrower, and any tenant or other user of the Property in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from the Property of any Hazardous Substances at any tine time located in, under, on or above the Property; (d) any activity by Borrower, any Person person or entity affiliated with Borrower or Borrower, and any tenant or other user of the Property in connection with any actual or proposed Remediation (as hereinafter defined) of any Hazardous Substances at any time located in, under, on or above the Property, whether or not such Remediation is voluntary or pursuant to court or administrative order, including but not limited to any removal, remedial or corrective action; (e) any past past, present or present threatened non-compliance or violations of any Environmental Laws Law (as hereinafter defined) (or permits issued pursuant to any Environmental Law) in connection with the Property or operations thereon, including but not limited to any failure by Borrower, any Affiliate of Borrower person or entity affiliated with Borrower, and any tenant or other user of the Property to comply with any order of any Governmental Authority governmental authority in connection with any Environmental Laws; (f) the imposition, recording or filing or the future imposition, recording or filing of any Environmental Lien (as hereinafter defined) encumbering the Property; (g) any administrative processes or proceedings or judicial proceedings in any way connected with any matter addressed in Article 8 and this SECTION 9.4Section 11.2; (h) any past, present or threatened injury to, destruction of or loss of natural resources in any way connected with the Property, including but not limited to costs to investigate and assess such injury, destruction or loss; (i) any acts of Borrower or other users of the Property in arranging for disposal or treatment, or arranging with a transporter for transport for disposal or treatment, of Hazardous Substances owned or possessed by such Borrower or other users, at any facility or incineration vessel owned or operated by another Person and containing such or any similar Hazardous Substance; (j) any acts of Borrower or other users of the Property, in accepting any Hazardous Substances for transport to disposal or treatment facilities, incineration vessels or sites selected by Borrower or such other users, from which there is a Release, or a threatened Release of any Hazardous Substance which causes the incurrence of costs for Remediation; (k) any personal injury, wrongful death, or property damage arising under any statutory or common law or tort law theory, including but not limited to damages assessed for the maintenance of a private or public nuisance or for the conducting of an abnormally dangerous activity on or near the Property; and (1) any material misrepresentation or inaccuracy in any representation or warranty or material breach or failure to perform any covenants or other obligations pursuant to Article 8. Notwithstanding under the foregoing, Environmental Indemnity of even date executed by Borrower shall not be liable under this SECTION 9.4 for and Indemnitor; and (i) any Losses or costs of Remediation to which the Indemnified Parties may become subject to the extent such Losses or costs of Remediation arise by reason diminution in value of the gross negligence, illegal acts, fraud of willful misconduct of the Indemnified Parties. This indemnity shall survive Property in any termination, satisfaction way connected with any occurrence or foreclosure of other matter referred to in this Security Instrument, subject to the provisions of SECTION 10.5Section 11.2.

Environmental Indemnification. Borrower shallThe Company, at its sole cost and expenseSecurityholders shall jointly and severally, protect, defend, indemnify, release hereby indemnify each Indemnitee and hold each Indemnitee harmless the Indemnified Parties from and against any and all Losses damages, losses, liabilities, costs and costs expenses of Remediation removal, relocation, elimination, remediation or encapsulation of any Hazardous Materials (whether or not performed voluntarilyas defined in Section 4.20), engineers' obligations, penalties, fines, impositions, fees, environmental consultants' feeslevies, lien removal or bonding costs, claims, actions, causes of action, injuries, administrative orders, consent agreements and costs of investigation orders, litigation, demands, defenses, judgments, suits, proceedings, disbursements or expenses (including but not limited without limitation, attorney's and experts' reasonable fees and disbursements) of any kind and nature whatsoever resulting from the operation of the Company's business as of the Closing Date: (i) which (x) is imposed upon, or incurred by, Parent by reason of, relating to samplingor arising out of the violation by the Company prior to the Closing of any environmental laws, testingrules or regulations of any governmental body or agency having jurisdiction over the premises, and analysis or (y) arises out of the discharge, dispersal, release, storage, treatment, generation, disposal or escape of any Hazardous Materials, on or from the premises as of the Closing Date, or (z) arises out of the use, specification, or inclusion of any product, material or process containing Hazardous Materials, or the failure to detect the existence or proportion of Hazardous Materials in the soil, air, surface water or groundwater, or the performance or failure to perform the abatement of any Hazardous Materials source as of the Closing Date or the replacement or removal of any soil, water, airsurface water, building materials and other materials and substances whether solidor groundwater containing Hazardous Materials; and/or (ii) is imposed upon, liquid or gas) imposed upon or incurred by, Parent by or asserted against any Indemnified Parties, and directly or indirectly arising out reason of or in any way relating to any one material breach, act, omission or more of the following: (a) any presence of any Hazardous Substances in, on, above, or under the Property; (b) any past, present or threatened Release of Hazardous Substances in, on, above, under or from the Property; (c) any activity by Borrower, any Person affiliated with Borrower or any tenant or other user of the Property misrepresentation contained in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from the Property of any Hazardous Substances at any tine located in, under, on or above the Property; (d) any activity by Borrower, any Person affiliated with Borrower or any tenant or other user of the Property in connection with any actual or proposed Remediation of any Hazardous Substances at any time located in, under, on or above the Property, whether or not such Remediation is voluntary or pursuant to court or administrative order, including but not limited to any removal, remedial or corrective action; (e) any past or present non-compliance or violations of any Environmental Laws (or permits issued pursuant to any Environmental Law) in connection with the Property or operations thereon, including but not limited to any failure by Borrower, any Affiliate of Borrower or any tenant or other user of the Property to comply with any order of any Governmental Authority in connection with any Environmental Laws; (f) the imposition, recording or filing of any Environmental Lien encumbering the Property; (g) any administrative processes or proceedings or judicial proceedings in any way connected with any matter addressed in Article 8 and this SECTION 9.4; (h) any past, present or threatened injury to, destruction of or loss of natural resources in any way connected with the Property, including but not limited to costs to investigate and assess such injury, destruction or loss; (i) any acts of Borrower or other users of the Property in arranging for disposal or treatment, or arranging with a transporter for transport for disposal or treatment, of Hazardous Substances owned or possessed by such Borrower or other users, at any facility or incineration vessel owned or operated by another Person and containing such or any similar Hazardous Substance; (j) any acts of Borrower or other users of the Property, in accepting any Hazardous Substances for transport to disposal or treatment facilities, incineration vessels or sites selected by Borrower or such other users, from which there is a Release, or a threatened Release of any Hazardous Substance which causes the incurrence of costs for Remediation; (k) any personal injury, wrongful death, or property damage arising under any statutory or common law or tort law theory, including but not limited to damages assessed for the maintenance of a private or public nuisance or for the conducting of an abnormally dangerous activity on or near the Property; and (1) any misrepresentation or inaccuracy in any representation or warranty or material breach or failure to perform any covenants or other obligations pursuant to Article 8. Notwithstanding the foregoing, Borrower shall not be liable under this SECTION 9.4 for any Losses or costs of Remediation to which the Indemnified Parties may become subject to the extent such Losses or costs of Remediation arise by reason of the gross negligence, illegal acts, fraud of willful misconduct of the Indemnified Parties. This indemnity shall survive any termination, satisfaction or foreclosure of this Security Instrument, subject to the provisions of SECTION 10.5Section 4.20.

Environmental Indemnification. Borrower shallEach of the Borrowers, jointly and severally, covenant and agree, at its their sole cost and expense, protect, defend, to indemnify, release defend (at trial and appellate levels and with attorneys, consultants and experts acceptable to the Agent and the Banks) and hold the Agent and each Bank harmless the Indemnified Parties against and from and against any and all Losses and costs liens, damages, losses, liabilities, obligations, settlement payments, penalties, assessments, citations, directives, claims, litigation, demands, defenses, judgments, suits, proceedings, costs, disbursements or expenses of Remediation any kind or of any nature whatsoever (whether or not performed voluntarily)including, engineers' feeswithout limitation, environmental reasonable attorneys', consultants' feesand experts' fees and disbursements incurred in investigating, and costs of investigation (including but not limited to samplingdefending against, testingsettling or prosecuting any claim, and analysis of soillitigation or proceeding) which may at any time be imposed upon, water, air, building materials and other materials and substances whether solid, liquid or gas) imposed upon or incurred by or asserted or awarded against the Agent and any Indemnified Parties, Bank or the Real Property and arising directly or indirectly arising from or out of or in any way relating to any one or more of the followingof: (aA) any presence the Release or threat of Release of any Hazardous Substances in, Materials on, above, or under the Property; (b) any past, present or threatened Release of Hazardous Substances in, on, above, under or from affecting all or any portion of the PropertyReal Property or any surrounding areas, regardless of whether or not caused by or within the control of a Borrower; (cB) any activity by a Borrower, any Person affiliated with Borrower 's actual or any tenant or other user of the Property in connection with any actual, proposed or threatened alleged use, treatmentgeneration, manufacture, storage, holdingdisposal, existencetransportation, disposition handling or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from the Property disposition of any Hazardous Substances Materials at any tine located in, under, on or above the Propertylocation; (dC) the violation of any activity by Borrower, any Person affiliated with Borrower Environmental Laws relating to or affecting the Real Property or any tenant or other user of the Property in connection with any actual or proposed Remediation of any Hazardous Substances at any time located in, under, on or above the PropertyBorrower, whether or not such Remediation is voluntary caused by or pursuant to court or administrative order, including but not limited to any removal, remedial or corrective actionwithin the control of a Borrower; (eD) any past or present non-compliance or violations the failure of a Borrower to comply fully with the terms and conditions of this Agreement; (E) the violation of any Environmental Laws (or permits issued pursuant to any Environmental Law) in connection with the Property other real property of a Borrower which gives or operations thereon, including but not limited may give rise to any failure rights whatsoever in any party with respect to the Real Property by Borrower, any Affiliate virtue of Borrower or any tenant or other user of the Property to comply with any order of any Governmental Authority in connection with any Environmental Laws; or (fF) the impositionenforcement of this Agreement, recording or filing of any Environmental Lien encumbering the Property; (g) any administrative processes or proceedings or judicial proceedings in any way connected with any matter addressed in Article 8 and this SECTION 9.4; (h) any pastincluding, present or threatened injury towithout limitation, destruction of or loss of natural resources in any way connected with the Property, including but not limited to costs to investigate and assess such injury, destruction or loss; (i) the costs of assessment, containment and/or removal of any acts of Borrower and all Hazardous Materials from all or other users any portion of the Real Property in arranging for disposal or treatment, or arranging with a transporter for transport for disposal or treatment, of Hazardous Substances owned or possessed by such Borrower or other users, at any facility or incineration vessel owned or operated by another Person and containing such or any similar Hazardous Substance; surrounding areas, (jii) the costs of any acts actions taken in response to a Release or threat of Borrower or other users of the Property, in accepting any Hazardous Substances for transport to disposal or treatment facilities, incineration vessels or sites selected by Borrower or such other users, from which there is a Release, or a threatened Release of any Hazardous Substance which causes Materials on, in, under or affecting all or any portion of the incurrence Real Property or any surrounding areas to prevent or minimize such Release or threat of Release so that it does not migrate or otherwise cause or threaten danger to present or future public health, safety, welfare or the environment, and (iii) costs for Remediation; incurred to comply with the Environmental Laws in connection with all or any portion of the Real Property or any surrounding areas. The rights of the Agent and each Bank under this Agreement shall be in addition to all rights under the Loan Documents (kas such documents or instruments may be amended or modified from time to time) and payments by any personal injury, wrongful death, or property damage arising Borrower under this Agreement shall not reduce any Borrower's obligations and liabilities under any statutory or common law or tort law theoryof the Loan Documents. The Borrowers' joint and several Obligations to indemnify, including but not limited to damages assessed for the maintenance of a private or public nuisance or for the conducting of an abnormally dangerous activity on or near the Property; defend and (1) any misrepresentation or inaccuracy in any representation or warranty or material breach or failure to perform any covenants or other obligations pursuant to Article 8. Notwithstanding the foregoing, Borrower hold harmless under this Section 5.7 shall not be liable under this SECTION 9.4 for any Losses apply to liens, damages, losses, liabilities, judgments or costs of Remediation to which the Indemnified Parties may become subject to the extent such Losses or costs of Remediation arise caused by reason of the gross negligence, illegal acts, fraud of negligence or willful misconduct of the Indemnified Parties. This indemnity shall survive any termination, satisfaction Agent or foreclosure of this Security Instrument, subject to the provisions of SECTION 10.5Banks.

Environmental Indemnification. Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all Losses and costs of Remediation (whether or not performed voluntarily), engineers' fees, environmental consultants' fees, and costs of investigation (including but not limited to sampling, testing, and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas) imposed upon or incurred by or asserted against any Indemnified Parties, and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any presence of any Hazardous Substances in, on, above, or under the Property; (b) any past, present or threatened Release of Hazardous Substances in, on, above, under or from the Property; (c) any activity by Borrower, any Person affiliated with Borrower or any tenant or other user of the Property in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from the Property of any Hazardous Substances at any tine located in, under, on or above the Property; (d) any activity by Borrower, any Person affiliated with Borrower or any tenant or other user of the Property in connection with any actual or proposed Remediation of any Hazardous Substances at any time located in, under, on or above the Property, whether or not such Remediation is voluntary or pursuant to court or administrative order, including but not limited to any removal, remedial or corrective action; (e) any past or present non-compliance or violations of any Environmental Laws (or permits issued pursuant to any Environmental Law) in connection with the Property or operations thereon, including but not limited to any failure by Borrower, any Affiliate of Borrower or any tenant or other user of the Property to comply with any order of any Governmental Authority in connection with any Environmental Laws; (f) the imposition, recording or filing of any Environmental Lien encumbering the Property; (g) any administrative processes or proceedings or judicial proceedings in any way connected with any matter addressed in Article 8 and this SECTION Section 9.4; (h) any past, present or threatened injury to, destruction of or loss of natural resources in any way connected with the Property, including but not limited to costs to investigate and assess such injury, destruction or loss; (i) any acts of Borrower or other users of the Property in arranging for disposal or treatment, or arranging with a transporter for transport for disposal or treatment, of Hazardous Substances owned or possessed by such Borrower or other users, at any facility or incineration vessel owned or operated by another Person and containing such or any similar Hazardous Substance; (j) any acts of Borrower or other users of the Property, in accepting any Hazardous Substances for transport to disposal or treatment facilities, incineration vessels or sites selected by Borrower or such other users, from which there is a Release, or a threatened Release of any Hazardous Substance which causes the incurrence of costs for Remediation; (k) any personal injury, wrongful death, or property damage arising under any statutory or common law or tort law theory, including but not limited to damages assessed for the maintenance of a private or public nuisance or for the conducting of an abnormally dangerous activity on or near the Property; and (1) any misrepresentation or inaccuracy in any representation or warranty or material breach or failure to perform any covenants or other obligations pursuant to Article 8. Notwithstanding the foregoing, Borrower shall not be liable under this SECTION Section 9.4 for any Losses or costs of Remediation to which the Indemnified Parties may become subject to the extent such Losses or costs of Remediation arise by reason of the gross negligence, illegal acts, fraud of willful misconduct of the Indemnified Parties. This indemnity shall survive any termination, satisfaction or foreclosure of this Security Instrument, subject to the provisions of SECTION Section 10.5.

Environmental Indemnification. Borrower Grantor shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all Losses and costs of Remediation (whether or not performed voluntarily), engineers' ’ fees, environmental consultants' ’ fees, and costs of investigation (including but not limited to sampling, testing, and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas) imposed upon or incurred by or asserted against any Indemnified Parties, and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any presence of any Hazardous Substances in, on, above, or under the Property; (b) any past, present or threatened Release of Hazardous Substances in, on, above, under or from the Property; (c) any activity by BorrowerGrantor, any Person person or entity affiliated with Borrower Grantor or any tenant or other user of the Property in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from the Property of any Hazardous Substances at any tine time located in, under, on or above the Property; (d) any activity by BorrowerGrantor, any Person person or entity affiliated with Borrower Grantor or any tenant or other user of the Property in connection with any actual or proposed Remediation of any Hazardous Substances at any time located in, under, on or above the Property, whether or not such Remediation is voluntary or pursuant to court or administrative order, including but not limited to any removal, remedial or corrective action; (e) any past past, present or present threatened non-compliance or violations of any Environmental Laws (or permits issued pursuant to any Environmental Law) in connection with the Property or operations thereon, including but not limited to any failure by BorrowerGrantor, any Affiliate of Borrower person or entity affiliated with Grantor or any tenant or other user of the Property to comply with any order of any Governmental Authority governmental authority in connection with any Environmental Laws; (f) the imposition, recording or filing or the threatened imposition, recording or filing of any Environmental Lien encumbering the Property; (g) any administrative processes or proceedings or judicial proceedings in any way connected with any matter addressed in this Article 8 and this SECTION 9.412; (h) any past, present or threatened injury to, destruction of or loss of natural resources in any way connected with the Property, including but not limited to costs to investigate and assess such injury, destruction or loss; (i) any acts of Borrower Grantor or other users of the Property in arranging for disposal or treatment, or arranging with a transporter for transport for disposal or treatment, of Hazardous Substances owned or possessed by such Borrower Grantor or other users, at any facility or incineration vessel owned or operated by another Person person or entity and containing such or any similar Hazardous SubstanceMaterials; (j) any acts of Borrower Grantor or other users of the Property, in accepting any Hazardous Substances for transport to disposal or treatment facilities, incineration vessels or sites selected by Borrower Grantor or such other users, from which there is a Release, or a threatened Release of any Hazardous Substance which causes the incurrence of costs for Remediation; (k) any personal injury, wrongful death, or property damage arising under any statutory or common law or tort law theory, including but not limited to damages assessed for the maintenance of a private or public nuisance or for the conducting of an abnormally dangerous activity on or near the Property; and (1l) any misrepresentation or inaccuracy in any representation or warranty or material breach or failure to perform any covenants or other obligations pursuant to Article 8. Notwithstanding the foregoing, Borrower shall not be liable under this SECTION 9.4 for any Losses or costs of Remediation to which the Indemnified Parties may become subject to the extent such Losses or costs of Remediation arise by reason of the gross negligence, illegal acts, fraud of willful misconduct of the Indemnified Parties. This indemnity shall survive any termination, satisfaction or foreclosure of this Security Instrument, subject to the provisions of SECTION 10.512.

Environmental Indemnification. Borrower shallBorrower, at its sole cost and expense, shall protect, defend, indemnify, release save, defend (at trial and at appellate levels and with attorneys, consultants and experts selected by Borrower and reasonably acceptable to Indemnified Parties), and hold harmless the Indemnified Parties from and against any and all Losses liability, loss, lien, damage, obligations, settlement payments, penalties, assessments, citations, directives, litigation, actions, demands, defenses, proceedings, causes of action, costs, disbursements, or expenses of any kind or of any nature whatsoever (including, without limitation, but subject to the provisions hereof, reasonable attorneys’, consultants’ and costs of Remediation (whether experts’ fees and disbursements reasonably incurred in investigating, defending against, settling or not performed voluntarily)prosecuting any claim, engineers' feeslitigation or proceeding) and any and all claims, environmental consultants' feessuits and judgments which may at any time be imposed upon, and costs of investigation (including but not limited to sampling, testing, and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas) imposed upon or incurred by or asserted or awarded against any Indemnified PartiesParty or any Individual Property, and directly or indirectly arising out as a result of or in any way relating with respect to any one or more of the followingarising from or out of: (a) any presence of any Hazardous Substances in, on, above, Environmental Claim relating to or under arising from the Property; (b) the violation of any past, present or threatened Release of Hazardous Substances in, on, above, under or from Environmental Law in connection with the Property; (c) any activity by Borrower, any Person affiliated with Borrower or any tenant or other user of the Property in connection with any actual, proposed actual or threatened userelease, treatmentspill, storage, holding, existence, disposition or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from the Property presence of any Hazardous Substances at any tine located in, under, on or above Materials affecting the Property; (d) any activity by Borrowerthe presence at, any Person affiliated with Borrower in, on or any tenant under, or other user of the release, escape, seepage, leakage, discharge or migration at or from, the Property in connection with any actual or proposed Remediation of any Hazardous Substances at any time located in, under, on or above the PropertyMaterials, whether or not such Remediation is voluntary condition was known or pursuant unknown to court or administrative order, including but not limited to any removal, remedial or corrective actionBorrower; (e) the actual or threatened presence, release, seepage, leakage, discharge or migration of Hazardous Materials at any past other location if the Hazardous Materials were generated, treated, stored, transported or present non-compliance disposed of by or violations of any Environmental Laws (or permits issued pursuant to any Environmental Law) in connection with the Property or operations thereon, including but not limited to any failure by Borrower, any Affiliate of Borrower or any tenant or other user on behalf of the Property to comply with any order of any Governmental Authority in connection with any Environmental LawsBorrower; (f) the imposition, recording failure of Borrower to comply fully with the terms and conditions of this Article XII; or filing of any Environmental Lien encumbering the Property; (g) the enforcement of this Article XII, including, without limitation, (i) the reasonable costs of assessment, containment and/or removal of any administrative processes and all Hazardous Materials from all or proceedings any portion of any Individual Property, any adjacent areas, (ii) the costs of any actions taken in response to an actual or judicial proceedings in threatened release, escape, seepage, leakage, discharge, migration or presence of any way connected with Hazardous Materials on, in, under or affecting all or any matter addressed in Article 8 and this SECTION 9.4; (h) portion of any pastIndividual Property, any adjacent areas, or any other areas to prevent or minimize such actual or threatened release, escape, seepage, leakage, discharge, migration or presence of any Hazardous Materials so that it does not migrate or otherwise cause or threaten danger to present or threatened injury tofuture public health, destruction safety, welfare or the environment, and (iii) costs incurred to comply with the Environmental Laws in connection with all or any portion of any Individual Property, any adjacent areas, or loss any other areas for violations; provided that, in each case, Borrower shall be relieved of natural resources its obligation under this subsection if any of the matters referred to in any way connected clauses (a) through (g) above did not occur (but need not have been discovered) prior to (1) the foreclosure of the Security Instruments, (2) the delivery by Borrower to Lender or its designee of a deed-in-lieu of foreclosure with respect to the Property, including but not limited to costs to investigate or (3) Lender’s or its designee’s taking possession and assess such injury, destruction or loss; (i) any acts of Borrower or other users control of the Property in arranging for disposal or treatment, or arranging with a transporter for transport for disposal or treatment, after the occurrence of Hazardous Substances owned or possessed by an Event of Default hereunder. If any such Borrower action or other usersproceeding shall be brought against Lender, upon written notice from Borrower to Lender (given reasonably promptly following Lender’s notice to Borrower of such action or proceeding), Borrower shall be entitled to assume the defense thereof, at any facility or incineration vessel owned or operated by another Person and containing Borrower’s expense, with counsel reasonably acceptable to Lender; provided, however, Lender may, at its own expense, retain separate counsel to participate in such or any similar Hazardous Substance; (j) any acts of defense, but such participation shall not be deemed to give Lender a right to control such defense, which right Borrower or other users of the Property, in accepting any Hazardous Substances for transport to disposal or treatment facilities, incineration vessels or sites selected by Borrower or such other users, from which there is a Release, or a threatened Release of any Hazardous Substance which causes the incurrence of costs for Remediation; (k) any personal injury, wrongful death, or property damage arising under any statutory or common law or tort law theory, including but not limited to damages assessed for the maintenance of a private or public nuisance or for the conducting of an abnormally dangerous activity on or near the Property; and (1) any misrepresentation or inaccuracy in any representation or warranty or material breach or failure to perform any covenants or other obligations pursuant to Article 8expressly retains. Notwithstanding the foregoing, each Indemnified Party shall have the right to employ separate counsel at Borrower’s expense if, in the reasonable opinion of legal counsel, a conflict or potential conflict exists between the Indemnified Party and Borrower that would make such separate representation advisable. Borrower shall not be liable have no obligation under this SECTION 9.4 Section 12.4 to indemnify an Indemnified Party for any Losses liability, loss, lien, damage, obligations, settlement payments, penalties, assessments, citations, directives, litigation, actions, demands, defenses, proceedings, causes of action, costs, disbursements, or costs expenses of Remediation to which the Indemnified Parties may become subject to the extent such Losses any kind or costs of Remediation arise by reason of the gross negligenceany nature whatsoever (including, illegal actswithout limitation, fraud of willful misconduct of the Indemnified Parties. This indemnity shall survive any termination, satisfaction or foreclosure of this Security Instrument, but subject to the provisions of SECTION 10.5hereof, reasonable attorneys’, consultants’ and experts’ fees and disbursements reasonably incurred in investigating, defending against, settling or prosecuting any claim, litigation or proceeding) and any and all claims, suits and judgments resulting from any Indemnified Party’s gross negligence or willful misconduct.

Environmental Indemnification. Borrower shall, at its sole cost and expense, protect, shall defend, indemnify, release indemnify and hold harmless the Indemnified Parties for, from and against any claims, demands, penalties, fines, liabilities, settlements, damages (excluding consequential or punitive damages), costs and all Losses expenses of whatever kind or nature, known or unknown, contingent or otherwise, whether incurred or imposed within or outside the judicial process, including, without limitation, reasonable attorneys’ and costs consultants’ fees and disbursements and investigations and laboratory fees arising out of, or in any way related to any Environmental Problem, including without limitation: (a) the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release or threat of Remediation (release of any Hazardous Materials in, on, over, under, from or affecting the Property or any part thereof whether or not performed voluntarily), engineers' fees, environmental consultants' fees, and costs of investigation disclosed by the Environmental Report; (b) any personal injury (including but not limited wrongful death, disease or other health condition related to samplingor caused by, testingin whole or in part, and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid any Hazardous Materials) or gasproperty damage (real or personal) imposed upon or incurred by or asserted against any Indemnified Parties, and directly or indirectly arising out of or in any way relating related to any one or more of the following: (a) any presence of any Hazardous Substances Materials in, on, aboveover, under, from or under affecting the Property; (b) Property or any past, present part thereof whether or threatened Release of Hazardous Substances in, on, above, under or from not disclosed by the Property; Environmental Report; (c) any activity by Borroweraction, any Person affiliated with Borrower suit or any tenant proceeding brought or other user of the Property in connection with any actualthreatened, proposed settlement reached, or threatened use, treatment, storage, holding, existence, disposition or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from the Property of any Hazardous Substances at any tine located in, under, on or above the Property; (d) any activity by Borrower, any Person affiliated with Borrower or any tenant or other user of the Property in connection with any actual or proposed Remediation of any Hazardous Substances at any time located in, under, on or above the Property, whether or not such Remediation is voluntary or pursuant to court or administrative order, including but not limited to any removal, remedial or corrective action; (e) any past or present non-compliance or violations of any Environmental Laws (or permits issued pursuant to any Environmental Law) in connection with the Property or operations thereon, including but not limited to any failure by Borrower, any Affiliate of Borrower or any tenant or other user of the Property to comply with any order of any Governmental Authority in connection with relating to such Hazardous Material whether or not disclosed by the Environmental Report; and/or (d) any Environmental Laws; (f) violation of the impositionprovisions, recording covenants, representations or filing warranties of Section 16.01 hereof or of any Environmental Lien encumbering the Property; (g) any administrative processes Legal Requirement which is based on or proceedings or judicial proceedings in any way connected with related to any matter addressed Hazardous Materials in, on, over, under, from or affecting the Property or any part thereof including, without limitation, the cost of any work performed and materials furnished in Article 8 order to comply therewith whether or not disclosed by the Environmental Report. Notwithstanding the foregoing provisions of this Section 16.02 to the contrary, Borrower shall have no obligation to indemnify Lender for liabilities, claims, damages, penalties, causes of action, costs and expenses relative to the foregoing which result directly from Lender’s willful misconduct or gross negligence. Additionally, the obligations and liabilities of Borrower under this SECTION 9.4; (h) any past, present or threatened injury to, destruction Section 16.02 shall terminate and be of or loss no further force and effect if all of natural resources the following conditions are satisfied in any way connected with the Property, including but not limited to costs to investigate and assess such injury, destruction or loss; full: (i) any acts of Borrower or other users of there has been no change, between the Property date hereof and the date the Loan is paid in arranging for disposal or treatment, or arranging with a transporter for transport for disposal or treatment, of Hazardous Substances owned or possessed by such Borrower or other users, at any facility or incineration vessel owned or operated by another Person and containing such or any similar Hazardous Substance; (j) any acts of Borrower or other users of the Propertyfull, in accepting any Hazardous Substances Environmental Law, the effect of which change may be to make a lender or mortgagee liable in respect to any matter for transport to disposal or treatment facilities, incineration vessels or sites selected by Borrower or such other users, from which there is a Release, or a threatened Release of any Hazardous Substance which causes the incurrence of costs for Remediation; (k) any personal injury, wrongful death, or property damage arising under any statutory or common law or tort law theory, including but not limited to damages assessed for the maintenance of a private or public nuisance or for the conducting of an abnormally dangerous activity on or near the Property; and (1) any misrepresentation or inaccuracy in any representation or warranty or material breach or failure to perform any covenants or other obligations pursuant to Article 8. Notwithstanding the foregoing, Borrower shall not be liable under this SECTION 9.4 for any Losses or costs of Remediation to which the Indemnified Parties may become subject are entitled to indemnification pursuant to this Section 16.02, notwithstanding the fact that the Loan is paid in full; (ii) Lender shall have received, at Borrower’s sole cost and expense, an environmental report relating to the extent such Losses Property in form and substance and prepared by a qualified Person, in each case acceptable to Lender, dated no earlier than the date upon which the Loan is paid in full showing, to the satisfaction of Lender, that there exists no matter for which the Indemnified Parties are entitled to indemnification pursuant to this Section 16.02; (iii) no Event of Default shall have occurred; (iv) Lender shall have received an opinion letter in form and substance and from counsel satisfactory to Lender that none of the Indemnified Persons shall be deemed an “owner” or costs of Remediation arise “operator” (or any other analogous definition) under any Environmental Law; and (iii) five (5) years have passed since the date on which the Debt shall have been paid in full. Any amounts payable to Lender by reason of the gross negligenceapplication of this Section 16.02 shall be secured by this Security Instrument and shall, illegal actsupon demand by Lender, fraud of willful misconduct of become immediately due and payable and shall bear interest at the Indemnified PartiesDefault Rate from the date so demanded by Lender until paid. This indemnity indemnification shall survive any termination, satisfaction or foreclosure the termination of this Security InstrumentInstrument whether by repayment of the Debt, subject foreclosure or deed in lieu thereof, assignment, or otherwise. The indemnity provided for in this Section 16.02 shall not be included in any exculpation of Borrower or its principals from personal liability provided for in this Security Instrument or in any of the other Loan Documents. Nothing in this Section 16.02 shall be deemed to deprive Lender of any rights or remedies otherwise available to Lender, including, without limitation, those rights and remedies provided elsewhere in this Security Instrument or the provisions of SECTION 10.5other Loan Documents.

Environmental Indemnification. Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all Losses and costs of Remediation (whether or not performed voluntarilyvoluntarily or required under any O&M Plan), engineers' fees, environmental consultants' fees, and costs of investigation (including including, but not limited to sampling, testing, testing and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas) imposed upon or incurred by or asserted against any Indemnified Parties, and directly or indirectly arising out of or in any way relating to any one or more of the followingfollowing , unless caused by the gross negligence or willful misconduct of any Indemnified Party: (a) any presence of any Hazardous Substances in, on, above, above or under the Property; (b) any past, present or threatened Release release of Hazardous Substances in, on, above, under or from the Property; (c) any activity by Borrower, any Person person or entity affiliated with Borrower or any tenant or other user users of the Property in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from the Property of any Hazardous Substances at any tine time located in, under, on or above the Property; (d) any activity by Borrower, any Person person or entity affiliated with Borrower or any tenant or other user users of the Property in connection with any actual or proposed Remediation of any Hazardous Substances at any time located in, under, on or above the Property, whether or not such Remediation is voluntary or required under any O&M Plan or pursuant to court or administrative order, including including, but not limited to any removal, remedial or corrective action; (e) any past past, present or present non-compliance or threatened violations of any Environmental Laws (or permits issued pursuant to any Environmental Law) in connection with the Property or operations thereon, including including, but not limited to any failure by Borrower, any Affiliate of person or entity affiliated with Borrower or any tenant or other user users of the Property to comply with any order of any Governmental Authority governmental authority in connection with any Environmental Laws; (f) the imposition, recording or filing of any Environmental Lien encumbering the Property; (g) any administrative processes or proceedings or judicial proceedings in any way connected with any matter addressed in Article 8 12 and this SECTION 9.4Section 13.4; (h) any past, present or threatened injury to, destruction of or loss of natural resources in any way connected with the Property, including including, but not limited to costs to investigate and assess such injury, destruction or loss; (i) any acts of Borrower or other users of the Property in arranging for disposal or treatment, or arranging with a transporter for transport for disposal or treatment, of Hazardous Substances owned or possessed by such Borrower or other users, at any facility or incineration vessel owned or operated by another Person person or entity and containing such or any similar Hazardous Substance; (j) any acts of Borrower or other users of the Property, in accepting any Hazardous Substances for transport to disposal or treatment facilities, incineration vessels or sites selected by Borrower or such other users, from which there is a Release, or a threatened Release of any Hazardous Substance which causes the incurrence of costs for Remediation; (k) any personal injury, wrongful death, or property damage caused by Hazardous Substances arising under any statutory or common law or tort law theory, including including, but not limited to damages assessed for the maintenance of a private or public nuisance or for the conducting of an abnormally dangerous activity on or near the Property; and (1l) any intentional misrepresentation or inaccuracy in any representation or warranty or material breach or failure to perform any covenants or other obligations pursuant to Article 8. Notwithstanding the foregoing, Borrower shall not be liable under this SECTION 9.4 for any Losses or costs of Remediation to which the Indemnified Parties may become subject to the extent such Losses or costs of Remediation arise by reason of the gross negligence, illegal acts, fraud of willful misconduct of the Indemnified Parties. This indemnity shall survive any termination, satisfaction or foreclosure of this Security Instrument, subject to the provisions of SECTION 10.512.

Environmental Indemnification. Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all Losses and costs of Remediation (whether or not performed voluntarily), engineers' fees, environmental consultants' fees, and costs of investigation (including but not limited to sampling, testing, and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gasas hereinafter defined) imposed upon or incurred by or asserted against any Indemnified PartiesParties (other than those arising solely from a state of facts that first came into existence after Lender (or any other party) acquired title to the Property through foreclosure or a deed in lieu thereof), and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any presence of any Hazardous Substances (as hereinafter defined) in, on, above, or under the Property; (b) any past, present or threatened future Release (as hereinafter defined) of Hazardous Substances in, on, above, under or from the Property; (c) any activity by Xxxxxxxx, any person or entity affiliated with Borrower, any Person affiliated with Borrower or and any tenant or other user of the Property in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from the Property of any Hazardous Substances at any tine time located in, under, on or above the Property; (d) any activity by Borrower, any Person person or entity affiliated with Borrower or Borrower, and any tenant or other user of the Property in connection with any actual or proposed Remediation (as hereinafter defined) of any Hazardous Substances at any time located in, under, on or above the Property, whether or not such Remediation is voluntary or pursuant to court or administrative order, including but not limited to any removal, remedial or corrective action; (e) any past past, present or present threatened non-compliance or violations of any Environmental Laws Law (as hereinafter defined) (or permits issued pursuant to any Environmental Law) in connection with the Property or operations thereon, including but not limited to any failure by Borrower, any Affiliate of Borrower person or entity affiliated with Borrower, and any tenant or other user of the Property to comply with any order of any Governmental Authority governmental authority in connection with any Environmental Laws; (f) the imposition, recording or filing or the future imposition, recording or filing of any Environmental Lien (as hereinafter defined) encumbering the Property; (g) any administrative processes or proceedings or judicial proceedings in any way connected with any matter addressed in Article 8 and this SECTION 9.4Section 11.2; (h) any past, present or threatened injury to, destruction of or loss of natural resources in any way connected with the Property, including but not limited to costs to investigate and assess such injury, destruction or loss; (i) any acts of Borrower or other users of the Property in arranging for disposal or treatment, or arranging with a transporter for transport for disposal or treatment, of Hazardous Substances owned or possessed by such Borrower or other users, at any facility or incineration vessel owned or operated by another Person and containing such or any similar Hazardous Substance; (j) any acts of Borrower or other users of the Property, in accepting any Hazardous Substances for transport to disposal or treatment facilities, incineration vessels or sites selected by Borrower or such other users, from which there is a Release, or a threatened Release of any Hazardous Substance which causes the incurrence of costs for Remediation; (k) any personal injury, wrongful death, or property damage arising under any statutory or common law or tort law theory, including but not limited to damages assessed for the maintenance of a private or public nuisance or for the conducting of an abnormally dangerous activity on or near the Property; and (1) any material misrepresentation or inaccuracy in any representation or warranty or material breach or failure to perform any covenants or other obligations pursuant to Article 8. Notwithstanding under the foregoing, Environmental Indemnity of even date executed by Borrower shall not be liable under this SECTION 9.4 for and Indemnitor; and (i) any Losses or costs of Remediation to which the Indemnified Parties may become subject to the extent such Losses or costs of Remediation arise by reason diminution in value of the gross negligence, illegal acts, fraud of willful misconduct of the Indemnified Parties. This indemnity shall survive Property in any termination, satisfaction way connected with any occurrence or foreclosure of other matter referred to in this Security Instrument, subject to the provisions of SECTION 10.5Section 11.2.

Environmental Indemnification. Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all Losses and costs of Remediation (whether or not performed voluntarily), engineers' fees, environmental consultants' fees, and costs of investigation (including but not limited to sampling, testing, and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas) imposed upon or incurred by or asserted against any Indemnified Parties, and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any presence of any Hazardous Substances in, on, above, or under the Property; (b) any past, present or threatened Release of Hazardous Substances in, on, above, under or from the Property; (c) any activity by Borrower, any Person affiliated with Borrower or any tenant or other user of the Property in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from the Property of any Hazardous Substances at any tine time located in, under, on or above the Property; (d) any activity by Borrower, any Person affiliated with Borrower or any tenant or other user of the Property in connection with any actual or proposed Remediation of any Hazardous Substances at any time located in, under, on or above the Property, whether or not such Remediation is voluntary or pursuant to court or administrative order, including but not limited to any removal, remedial or corrective action; (e) any past or present non-compliance or violations of any Environmental Laws (or permits issued pursuant to any Environmental Law) in connection with the Property or operations thereon, including but not limited to any failure by Borrower, any Affiliate of Borrower or any tenant or other user of the Property to comply with any order of any Governmental Authority in connection with any Environmental Laws; (f) the imposition, recording or filing of any Environmental Lien encumbering the Property; (g) any administrative processes or proceedings or judicial proceedings in any way connected with any matter addressed in Article 8 and this SECTION Section 9.4; (h) any past, present or threatened injury to, destruction of or loss of natural resources in any way connected with the Property, including but not limited to costs to investigate and assess such injury, destruction or loss; (i) any acts of Borrower or other users of the Property in arranging for disposal or treatment, or arranging with a transporter for transport for disposal or treatment, of Hazardous Substances owned or possessed by such Borrower or other users, at any facility or incineration vessel owned or operated by another Person and containing such or any similar Hazardous Substance; (j) any acts of Borrower or other users of the Property, in accepting any Hazardous Substances for transport to disposal or treatment facilities, incineration vessels or sites selected by Borrower or such other users, from which there is a Release, or a threatened Release of any Hazardous Substance which causes the incurrence of costs for Remediation; (k) any personal injury, wrongful death, or property damage arising under any statutory or common law or tort law theory, including but not limited to damages assessed for the maintenance of a private or public nuisance or for the conducting of an abnormally dangerous activity on or near the Property; and (1) any misrepresentation or inaccuracy in any representation or warranty or material breach or failure to perform any covenants or other obligations pursuant to Article 8. Notwithstanding the foregoing, Borrower shall not be liable under this SECTION Section 9.4 for any Losses or costs of Remediation to which the Indemnified Parties may become subject to the extent such Losses or costs of Remediation arise by reason of the gross negligence, illegal acts, fraud of or willful misconduct of the Indemnified PartiesParties or Losses resulting from acts or omissions arising after a completed foreclosure of the Property or acceptance by Lender of a deed in lieu of foreclosure. This indemnity shall survive any termination, satisfaction or foreclosure of this Security InstrumentMortgage, subject to the provisions of SECTION Section 10.5.

Environmental Indemnification. Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all Losses and costs of Remediation (whether or not performed voluntarily), engineers' fees, environmental consultants' fees, and costs of investigation (including but not limited to sampling, testing, and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas) imposed upon or incurred by or asserted against any Indemnified Parties, and directly or indirectly arising out of or in any way relating to any one or more of the following: following (except to the extent the same relate solely to Hazardous Substances first introduced to the Property or violations of Environmental Laws committed at the Property by anyone other than Borrower, its agents or employees following the foreclosure of this Security Instrument (or the delivery and acceptance of a deed in lieu of such foreclosure), the expiration of any right of redemption with respect thereto and the obtaining by the purchaser at such foreclosure sale or grantee under such deed of possession of the Property): (a) any presence of any Hazardous Substances in, on, above, or under the Property; (b) any past, present or threatened Release of Hazardous Substances in, on, above, under or from the Property; (c) any activity by Borrower, any Person person or entity affiliated with Borrower or any tenant or other user of the Property in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from the Property of any Hazardous Substances at any tine time located in, under, on or above the Property; (d) any activity by Borrower, any Person person or entity affiliated with Borrower or any tenant or other user of the Property in connection with any actual or proposed Remediation of any Hazardous Substances at any time located in, under, on or above the Property, whether or not such Remediation is voluntary or pursuant to court or administrative order, including but not limited to any removal, remedial or corrective action; (e) any past or present non-compliance or violations of any Environmental Laws (or permits issued pursuant to any Environmental Law) in connection with the Property or operations thereon, including but not limited to any failure by Borrower, any Affiliate of Borrower or any tenant or other user of the Property to comply with any order of any Governmental Authority in connection with any Environmental Laws; (f) the imposition, recording or filing of any Environmental Lien encumbering the Property; (g) any administrative processes or proceedings or judicial proceedings in any way connected with any matter addressed in Article 8 and this SECTION 9.4; (h) any past, present or threatened injury to, destruction of or loss of natural resources in any way connected with the Property, including but not limited to costs to investigate and assess such injury, destruction or loss; (i) any acts of Borrower or other users of the Property in arranging for disposal or treatment, or arranging with a transporter for transport for disposal or treatment, of Hazardous Substances owned or possessed by such Borrower or other users, at any facility or incineration vessel owned or operated by another Person and containing such or any similar Hazardous Substance; (j) any acts of Borrower or other users of the Property, in accepting any Hazardous Substances for transport to disposal or treatment facilities, incineration vessels or sites selected by Borrower or such other users, from which there is a Release, or a threatened Release of any Hazardous Substance which causes the incurrence of costs for Remediation; (k) any personal injury, wrongful death, or property damage arising under any statutory or common law or tort law theory, including but not limited to damages assessed for the maintenance of a private or public nuisance or for the conducting of an abnormally dangerous activity on or near the Property; and (1) any misrepresentation or inaccuracy in any representation or warranty or material breach or failure to perform any covenants or other obligations pursuant to Article 8. Notwithstanding the foregoing, Borrower shall not be liable under this SECTION 9.4 for any Losses or costs of Remediation to which the Indemnified Parties may become subject to the extent such Losses or costs of Remediation arise by reason of the gross negligence, illegal acts, fraud of willful misconduct of the Indemnified Parties. This indemnity shall survive any termination, satisfaction or foreclosure of this Security Instrument, subject to the provisions of SECTION 10.5.with

Environmental Indemnification. Borrower shall, at its sole cost and expense, protect, defend, Licensee hereby agrees to indemnify, release protect and hold harmless the Indemnified Parties harmless from and against any and all Losses and costs Liabilities, of Remediation (whether any kind or not performed voluntarily)of any nature whatsoever which may at any time be imposed upon, engineers' fees, environmental consultants' fees, and costs of investigation (including but not limited to sampling, testing, and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas) imposed upon or incurred by or asserted or awarded against the Indemnified Parties except to the extent resulting from the gross negligence or willful misconduct of Licensor or of any Indemnified Partiesperson or entity for whom Licensor is legally responsible, and arising, directly or indirectly from or out of the use, generation, storage or disposal of Hazardous Materials in connection with the installation, operation, use, maintenance, repair or removal of the Facilities, or the presence of the Facilities on the Licensed Premises, or the presence or incorporation of any Hazardous Materials in, on, under or affecting the Licensed Premises, the Lot, the Building or the Office Center directly attributable to the installation, operation, use, maintenance, repair or removal of the Facilities, or the presence of the Facilities on the Licensed Premises including without limitation, (a) the cost of any required or necessary repair, removal, clean-up or detoxification of the Licensed Premises, the Lot, the Building or Office Center or any surrounding areas and the preparation of any closure or other required plans to protect against the release of Hazardous Materials on, in, under or affecting the Licensed Premises, the Lot, the Building, or the Office Center, or release into the air, any body of water, any other public domain or any surrounding areas of Hazardous Materials, in each case arising out of or in any way relating to any one resulting from the installation, operation, use, maintenance, repair or more removal of the following: (a) any Facilities, or the presence of any Hazardous Substances in, on, above, or under the Property; Facilities on the Licensed Premises and (b) any pastcosts incurred to comply, present or threatened Release of Hazardous Substances in, on, above, under or from the Property; (c) any activity by Borrower, any Person affiliated with Borrower or any tenant or other user of the Property in connection with all or any actualportion of all the Licensed Premises, proposed the Lot, the Building, the Office Center or threatened any surrounding areas, with all applicable Laws (as hereinafter defined) with respect to Hazardous Materials arising out of or resulting from the installation, operation, use, treatmentmaintenance, storagerepair or removal of the Facilities, holdingor the presence of the Facilities on the Licensed Premises, existence, disposition whether such action is required or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation necessary prior to or from following the Property date of any Hazardous Substances at any tine located in, under, on or above the Property; (d) any activity by Borrower, any Person affiliated with Borrower or any tenant or other user of the Property in connection with any actual or proposed Remediation of any Hazardous Substances at any time located in, under, on or above the Property, whether or not such Remediation is voluntary or pursuant to court or administrative order, including but not limited to any removal, remedial or corrective action; (e) any past or present non-compliance or violations of any Environmental Laws (or permits issued pursuant to any Environmental Law) in connection with the Property or operations thereon, including but not limited to any failure by Borrower, any Affiliate of Borrower or any tenant or other user of the Property to comply with any order of any Governmental Authority in connection with any Environmental Laws; (f) the imposition, recording or filing of any Environmental Lien encumbering the Property; (g) any administrative processes or proceedings or judicial proceedings in any way connected with any matter addressed in Article 8 and this SECTION 9.4; (h) any past, present or threatened injury to, destruction of or loss of natural resources in any way connected with the Property, including but not limited to costs to investigate and assess such injury, destruction or loss; (i) any acts of Borrower or other users of the Property in arranging for disposal or treatment, or arranging with a transporter for transport for disposal or treatment, of Hazardous Substances owned or possessed by such Borrower or other users, at any facility or incineration vessel owned or operated by another Person and containing such or any similar Hazardous Substance; (j) any acts of Borrower or other users of the Property, in accepting any Hazardous Substances for transport to disposal or treatment facilities, incineration vessels or sites selected by Borrower or such other users, from which there is a Release, or a threatened Release of any Hazardous Substance which causes the incurrence of costs for Remediation; (k) any personal injury, wrongful death, or property damage arising under any statutory or common law or tort law theory, including but not limited to damages assessed for the maintenance of a private or public nuisance or for the conducting of an abnormally dangerous activity on or near the Property; and (1) any misrepresentation or inaccuracy in any representation or warranty or material breach or failure to perform any covenants or other obligations pursuant to Article 8. Notwithstanding the foregoing, Borrower shall not be liable under this SECTION 9.4 for any Losses or costs of Remediation to which the Indemnified Parties may become subject to the extent such Losses or costs of Remediation arise by reason of the gross negligence, illegal acts, fraud of willful misconduct of the Indemnified Parties. This indemnity shall survive any termination, satisfaction or foreclosure of this Security Instrument, subject to the provisions of SECTION 10.5.this

Environmental Indemnification. Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all Losses and costs of Remediation (whether or not performed voluntarily), engineers' fees, environmental consultants' fees, and costs of investigation (including including, but not limited to sampling, testing, testing and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas) imposed upon or incurred by or asserted against any Indemnified Parties, and directly or indirectly arising out of or in any way relating to any one or more of the following, unless caused by the gross negligence or willful misconduct of any Indemnified Party: (a) any presence of any Hazardous Substances in, on, above, above or under the Property; (b) any past, present or threatened Release of Hazardous Substances in, on, above, under or from the Property; (c) any activity by Borrower, any Person person or entity affiliated with Borrower or any tenant or other user users of the Property in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from the Property of any Hazardous Substances at any tine time located in, under, on or above the Property; (d) any activity by Borrower, any Person person or entity affiliated with Borrower or any tenant or other user users of the Property in connection with any actual or proposed Remediation of any Hazardous Substances at any time located in, under, on or above the Property, whether or not such Remediation is voluntary or pursuant to court or administrative order, including including, but not limited to any removal, remedial or corrective action; (e) any past past, present or present non-compliance or threatened violations of any Environmental Laws (or permits issued pursuant to any Environmental Law) ). in connection with the Property or operations thereon, including including, but not limited to any failure by Borrower, any Affiliate of person or entity affiliated with Borrower or any tenant or other user users of the Property to comply with any order of any Governmental Authority governmental authority in connection with any Environmental Laws; (f) the imposition, recording or filing of any Environmental Lien encumbering the Property; (g) any administrative processes or proceedings or judicial proceedings in any way connected with any matter addressed in Article 8 12 and this SECTION 9.4Section 13.4; (h) any past, present or threatened injury to, destruction of or loss of natural resources in any way connected with the Property; including, including but not limited to costs to investigate and assess such injury, destruction or loss; (i) any acts of Borrower or other users of the Property in arranging for disposal or treatment, or arranging with a transporter for transport for disposal or treatment, of Hazardous Substances owned or possessed by such Borrower or other users, at any facility or incineration vessel owned or operated by another Person person or entity and containing such or any similar Hazardous Substance; (j) any acts of Borrower or other users of the Property, in accepting any Hazardous Substances for transport to disposal or treatment facilities, incineration vessels or sites selected by Borrower or such other users, from which there is a Release, or a threatened Release of any Hazardous Substance which causes the incurrence of costs for Remediation; (k) any personal injury, wrongful death, or property damage caused by Hazardous Substances arising under any statutory or common law or tort law theory, including including, but not limited to damages assessed for the maintenance of a private or public nuisance or for the conducting of an abnormally dangerous activity on or near the Property; and (1) any intentional misrepresentation or inaccuracy in any representation or warranty or material breach or failure to perform any covenants or other obligations pursuant to Article 8. Notwithstanding the foregoing, Borrower shall not be liable under this SECTION 9.4 for any Losses or costs of Remediation to which the Indemnified Parties may become subject to the extent such Losses or costs of Remediation arise by reason of the gross negligence, illegal acts, fraud of willful misconduct of the Indemnified Parties. This indemnity shall survive any termination, satisfaction or foreclosure of this Security Instrument, subject to the provisions of SECTION 10.512.

Environmental Indemnification. Borrower shallA. At all times, the SELLER and Speliotis shall at its their sole cost and expense, protect, defend, expense indemnify, release exonerate, protect and hold save the BUYER harmless the Indemnified Parties against and from and against any and all Losses damages, losses, liabilities, obligations, penalties, claims, litigation, demands, defenses, judgment, suits, proceedings, costs, disbursements or expenses of any kind or nature whatsoever, including without implied limitation, attorneys' and costs of Remediation (whether or not performed voluntarily)experts' fees and disbursements, engineers' feeswhich may at any time be imposed upon, environmental consultants' fees, and costs of investigation (including but not limited to sampling, testing, and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas) imposed upon or incurred by or asserted or awarded against any Indemnified Parties, the BUYER and directly arising from or indirectly arising out of or in any way relating to any one or more of the following: (a) any presence of of: i. any Hazardous Substances in, Materials on, above, or under the Property; (b) any past, present or threatened Release of Hazardous Substances in, on, above, under or from the Property; (c) any activity by Borrower, any Person affiliated with Borrower affecting all or any tenant or other user portion of the Property in connection with or any actualareas surrounding the same; ii. the violation by the SELLER or Speliotis of any Legal Requirements; or iii. the enforcement of this Agreement or the assertion by the SELLER or Speliotis of any defense to the obligations of the SELLER or Speliotis hereunder, proposed whether any of such matters arise before or threatened use, treatment, storage, holding, existence, disposition after the execution of this Agreement or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation taking of title to or from possession of all or any portion of the Property Premises by the Buyer, and specifically including therein, without limitation, the following: iv. costs of removal of any and all Hazardous Substances at Materials from all or any tine located portion of the Premises or any areas surrounding the same; v. additional costs required to take necessary precautions to protect against the release of Hazardous Materials on, in, under, on or above affecting, the Property; (d) any activity by BorrowerPremises or into the air, any Person affiliated with Borrower body of water or wetland, any other public domain, or any tenant surrounding areas; vi. costs incurred to avoid the imposition of, or other user of to discharge, any lien on the Property in connection with any actual or proposed Remediation of any Hazardous Substances at any time located in, under, on or above the Property, whether or not such Remediation is voluntary or pursuant to court or administrative order, including but not limited to any removal, remedial or corrective action; (e) any past or present non-compliance or violations of any Environmental Laws (or permits issued pursuant to any Environmental Law) in connection with the Property or operations thereon, including but not limited to Premises arising from any failure by Borrower, any Affiliate of Borrower or any tenant or other user of the Property to comply with Legal Requirements; vii. costs incurred to comply with all Legal Requirements relating to the Premises, including without implied limitation, fines, penalties or other charges imposed by any order lawful authority; and viii. costs and expenses incurred in ascertaining the existence or extent of any Governmental Authority asserted violation of any Legal Requirements relating to the Premises and any remedial action taken on account thereof including, without implied limitation, the costs, fees and expenses of engineers, geologists, chemists, other scientists, attorneys, surveyors and other professionals, and testing and analyses performed in connection with any Environmental Laws; (f) therewith. B. For the imposition, recording or filing of any Environmental Lien encumbering the Property; (g) any administrative processes or proceedings or judicial proceedings in any way connected with any matter addressed in Article 8 and this SECTION 9.4; (h) any past, present or threatened injury to, destruction of or loss of natural resources in any way connected with the Property, including but not limited to costs to investigate and assess such injury, destruction or loss; (i) any acts of Borrower or other users of the Property in arranging for disposal or treatment, or arranging with a transporter for transport for disposal or treatment, of Hazardous Substances owned or possessed by such Borrower or other users, at any facility or incineration vessel owned or operated by another Person and containing such or any similar Hazardous Substance; (j) any acts of Borrower or other users of the Property, in accepting any Hazardous Substances for transport to disposal or treatment facilities, incineration vessels or sites selected by Borrower or such other users, from which there is a Release, or a threatened Release of any Hazardous Substance which causes the incurrence of costs for Remediation; (k) any personal injury, wrongful death, or property damage arising under any statutory or common law or tort law theory, including but not limited to damages assessed for the maintenance of a private or public nuisance or for the conducting of an abnormally dangerous activity on or near the Property; and (1) any misrepresentation or inaccuracy in any representation or warranty or material breach or failure to perform any covenants or other obligations pursuant to Article 8. Notwithstanding the foregoing, Borrower shall not be liable under this SECTION 9.4 for any Losses or costs of Remediation to which the Indemnified Parties may become subject to the extent such Losses or costs of Remediation arise by reason of the gross negligence, illegal acts, fraud of willful misconduct of the Indemnified Parties. This indemnity shall survive any termination, satisfaction or foreclosure purposes of this Security InstrumentAgreement: i. The term "Hazardous Materials" shall mean and include asbestos, subject polychlorinated biphenyls, other carcinogens, oil and other petroleum products, and any other hazardous or toxic materials, wastes and substances as defined under the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. Section 9601, et seq., as amended, the Resource ------- Conservation and Recovery Act of 1976, 42 U.S.C. Section 6901, et -- seq., as amended, and the regulations promulgated thereunder, and ---- all applicable federal, state and local laws, rules and regulations relating to the provisions of SECTION 10.5.hazardous substances, now existing or hereafter enacted, including, without limitation, Massachusetts General Laws, Chapters 21C and 21E; and

Environmental Indemnification. Borrower shall, at its sole cost and expense, protect, Mortgagor shall defend, indemnify, release indemnify and hold harmless the Indemnified Parties Mortgagee, and its successors and assigns, and its employees, agents, officers and directors from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs and all Losses expenses of whatever kind or nature, known or unknown, contingent or otherwise, whether incurred or imposed within or outside the judicial process, including, without limitation, reasonable attorneys' and costs consultants' fees and disbursements and investigations and laboratory fees arising out of, or in any way related to any Environmental Problem, including without limitation: (a) the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release or threat of Remediation (release of any Hazardous Materials in, on, over, under, from or affecting the Mortgaged Property or any part thereof whether or not performed voluntarily), engineers' fees, environmental consultants' fees, and costs of investigation disclosed by the Environmental Report relative to the Mortgaged Property; (b) any personal injury (including but not limited wrongful death, disease or other health condition related to samplingor caused by, testingin whole or in part, and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid any Hazardous Materials) or gasproperty damage (real or personal) imposed upon or incurred by or asserted against any Indemnified Parties, and directly or indirectly arising out of or in any way relating related to any one or more of the following: (a) any presence of any Hazardous Substances Materials in, on, aboveover, under, from or under affecting the Mortgaged Property or any part thereof whether or not disclosed by the Environmental Report relative to the Mortgaged Property; (b) any past, present or threatened Release of Hazardous Substances in, on, above, under or from the Property; ; (c) any activity by Borroweraction, any Person affiliated with Borrower suit or any tenant proceeding brought or other user of the Property in connection with any actualthreatened, proposed settlement reached, or threatened use, treatment, storage, holding, existence, disposition or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from the Property of any Hazardous Substances at any tine located in, under, on or above the Property; (d) any activity by Borrower, any Person affiliated with Borrower or any tenant or other user of the Property in connection with any actual or proposed Remediation of any Hazardous Substances at any time located in, under, on or above the Property, whether or not such Remediation is voluntary or pursuant to court or administrative order, including but not limited to any removal, remedial or corrective action; (e) any past or present non-compliance or violations of any Environmental Laws (or permits issued pursuant to any Environmental Law) in connection with the Property or operations thereon, including but not limited to any failure by Borrower, any Affiliate of Borrower or any tenant or other user of the Property to comply with any order of any Governmental Authority in connection with relating to such Hazardous Material whether or not disclosed by the Environmental Report relative to the Mortgaged Property; and/or (d) any Environmental Laws; (f) violation of the impositionprovisions, recording covenants, representations or filing warranties of Section 16.01 hereof or of any Environmental Lien encumbering the Property; (g) any administrative processes Legal Requirement which is based on or proceedings or judicial proceedings in any way connected with related to any matter addressed in Article 8 and this SECTION 9.4; (h) any pastHazardous Materials in, present on, over, under, from or threatened injury to, destruction of or loss of natural resources in any way connected with affecting the Property, including but not limited to costs to investigate and assess such injury, destruction or loss; (i) any acts of Borrower or other users of the Mortgaged Property in arranging for disposal or treatment, or arranging with a transporter for transport for disposal or treatment, of Hazardous Substances owned or possessed by such Borrower or other users, at any facility or incineration vessel owned or operated by another Person and containing such or any similar Hazardous Substance; (j) any acts of Borrower or other users of part thereof including, without limitation, the Property, in accepting any Hazardous Substances for transport to disposal or treatment facilities, incineration vessels or sites selected by Borrower or such other users, from which there is a Release, or a threatened Release cost of any Hazardous Substance which causes work performed and materials furnished in order to comply therewith whether or not disclosed by the incurrence of costs for Remediation; (k) any personal injury, wrongful death, or property damage arising under any statutory or common law or tort law theory, including but not limited Environmental Report relative to damages assessed for the maintenance of a private or public nuisance or for the conducting of an abnormally dangerous activity on or near the Mortgaged Property; and (1) any misrepresentation or inaccuracy in any representation or warranty or material breach or failure to perform any covenants or other obligations pursuant to Article 8. Notwithstanding the foregoing, Borrower shall not be liable under foregoing provisions of this SECTION 9.4 for any Losses or costs of Remediation to which the Indemnified Parties may become subject Section 16.02 to the extent such Losses contrary, Mxxxxxxxx shall have no obligation to indemnify Mortgagee for liabilities, claims, damages, penalties, causes of action, costs and expenses relative to the foregoing which result directly from Mortgagee's willful misconduct or costs of Remediation arise gross negligence. Any amounts payable to Mortgagee by reason of the gross negligenceapplication of this Section 16.02 shall be secured by this Mortgage and shall, illegal actsupon demand by Mortgagee, fraud become immediately due and payable and shall bear interest at the Default Rate from the date so demanded by Mortgagee until paid. This indemnification shall survive the termination of willful misconduct this Mortgage whether by repayment of the Indemnified PartiesDebt, foreclosure or deed in lieu thereof, assignment, or otherwise. This The indemnity provided for in this Section 16.02 shall survive not be included in any terminationexculpation of Mortgagor from personal liability provided for in this Mortgage or in any of the other Loan Documents. Nothing in this Section 16.02 shall be deemed to deprive Mortgagee of any rights or remedies otherwise available to Mortgagee, satisfaction including, without limitation, those rights and remedies provided elsewhere in this Mortgage or foreclosure of this Security Instrument, subject to the provisions of SECTION 10.5other Loan Documents.

Environmental Indemnification. Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all Losses and costs of Remediation (whether or not performed voluntarily), engineers' fees, environmental consultants' fees, and costs of investigation (including but not limited to sampling, testing, and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gasas hereinafter defined) imposed upon or incurred by or asserted against any Indemnified PartiesParties (other than those arising solely from a state of facts that first came into existence after Lender or its designee or nominee acquired title to the Property through foreclosure or a deed in lieu thereof), and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any presence of any Hazardous Substances (as hereinafter defined) in, on, above, or under the Property; (b) any past, present or threatened future Release (as hereinafter defined) of Hazardous Substances in, on, above, under or from the Property; (c) any activity by Borrower, any Person person or entity affiliated with Borrower or Borrower, and any tenant or other user of the Property in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from the Property of any Hazardous Substances at any tine time located in, under, on or above the Property; (d) any activity by Borrower, any Person person or entity affiliated with Borrower or Borrower, and any tenant or other user of the Property in connection with any actual or proposed Remediation (as hereinafter defined) of any Hazardous Substances at any time located in, under, on or above the Property, whether or not such Remediation is voluntary or pursuant to court or administrative order, including but not limited to any removal, remedial or corrective action; (e) any past past, present or present threatened non-compliance or violations of any Environmental Laws Law (as hereinafter defined) (or permits issued pursuant to any Environmental Law) in connection with the Property or operations thereon, including but not limited to any failure by Borrower, any Affiliate of Borrower person or entity affiliated with Borrower, and any tenant or other user of the Property to comply with any order of any Governmental Authority governmental authority in connection with any Environmental Laws; (f) the imposition, recording or filing or the future imposition, recording or filing of any Environmental Lien (as hereinafter defined) encumbering the Property; (g) any administrative processes or proceedings or judicial proceedings in any way connected with any matter addressed in Article 8 and this SECTION 9.4Section 11.2; (h) any past, present or threatened injury to, destruction of or loss of natural resources in any way connected with the Property, including but not limited to costs to investigate and assess such injury, destruction or loss; (i) any acts of Borrower or other users of the Property in arranging for disposal or treatment, or arranging with a transporter for transport for disposal or treatment, of Hazardous Substances owned or possessed by such Borrower or other users, at any facility or incineration vessel owned or operated by another Person and containing such or any similar Hazardous Substance; (j) any acts of Borrower or other users of the Property, in accepting any Hazardous Substances for transport to disposal or treatment facilities, incineration vessels or sites selected by Borrower or such other users, from which there is a Release, or a threatened Release of any Hazardous Substance which causes the incurrence of costs for Remediation; (k) any personal injury, wrongful death, or property damage arising under any statutory or common law or tort law theory, including but not limited to damages assessed for the maintenance of a private or public nuisance or for the conducting of an abnormally dangerous activity on or near the Property; and (1) any misrepresentation or inaccuracy in any representation or warranty or material breach or failure to perform any covenants or other obligations pursuant to Article 8. Notwithstanding under the foregoing, Borrower shall not be liable under this SECTION 9.4 for Environmental Indemnity of even date executed by Borrower; and (i) any Losses or costs of Remediation to which the Indemnified Parties may become subject to the extent such Losses or costs of Remediation arise by reason diminution in value of the gross negligence, illegal acts, fraud of willful misconduct of the Indemnified Parties. This indemnity shall survive Property in any termination, satisfaction way connected with any occurrence or foreclosure of other matter referred to in this Security Instrument, subject to the provisions of SECTION 10.5Section 11.2.

Environmental Indemnification. Borrower shall(a) Subject to Section 2.2, at its sole cost and expense, protect, defend, TMG shall indemnify, release defend and hold harmless the Indemnified Parties Partnership Group for a period of five years after the Closing Date from and against environmental and Toxic Tort losses, damages (including, without limitation, real property damages and natural resource damages), injuries (including, without limitation, personal injury and death), liabilities, claims, demands, breaches of contracts, causes of action, judgments, settlements, fines, penalties, costs and expenses (including, without limitation, court costs and reasonable attorney’s and expert’s fees) of any and all Losses and costs of Remediation (whether every kind or not performed voluntarily)character, engineers' feesknown or unknown, environmental consultants' feesfixed or contingent, and costs of investigation (including but not limited to sampling, testing, and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas) imposed upon suffered or incurred by the Partnership Group by reason of or asserted against any Indemnified Parties, and directly or indirectly arising out of: (i) any violation, or correction of any violation, of Environmental Laws associated with the ownership or in any way relating to any one or more operation of the following: Assets, or (aii) any event or condition associated with the ownership or operation of the Assets (including, without limitation, the presence of any Hazardous Substances in, on, above, or under the Property; (b) any past, present or threatened Release of Hazardous Substances in, on, aboveunder, under about or from the Property; (c) any activity by Borrower, any Person affiliated with Borrower or any tenant or other user of the Property in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation migrating to or from the Property Assets or the disposal or release of Hazardous Substances generated by the operation of the Assets at non-Asset locations) including, without limitation, (A) the cost and expense of any Hazardous Substances at any tine located ininvestigation, underassessment, on or above the Property; (d) any activity by Borrowerevaluation, any Person affiliated with Borrower or any tenant monitoring, containment, cleanup, repair, restoration, remediation, or other user corrective action required or necessary under Environmental Laws or to satisfy any applicable Voluntary Cleanup Program, (B) the cost or expense of the Property in connection with any actual or proposed Remediation preparation and implementation of any Hazardous Substances at any time located inclosure, underremedial, on or above the Property, whether or not such Remediation is voluntary or pursuant to court or administrative order, including but not limited to any removal, remedial or corrective action, or other plans required or necessary under Environmental Laws or to satisfy any applicable Voluntary Cleanup Program, and (C) the cost and expense for any environmental or Toxic Tort pre-trial, trial, or appellate legal or litigation support work; but only to the extent that such violation complained of under Section 2.1(a)(i) or such events or conditions included under Section 2.1(a)(ii) occurred before the Closing Date (ecollectively, “Covered Environmental Losses”). (b) any past or present non-compliance or violations The Partnership Group shall jointly and severally indemnify, defend and hold harmless the TMG Entities from and against environmental and Toxic Tort losses, damages (including, without limitation, real property damages and natural resource damages), injuries (including, without limitation, personal injury and death), liabilities, claims, demands, breaches of contracts, causes of action, judgments, settlements, fines, penalties, costs and expenses (including, without limitation, court costs and reasonable attorney’s and expert’s fees) of any Environmental Laws (and every kind or permits issued pursuant to any Environmental Law) in connection with character, known or unknown, fixed or contingent, suffered or incurred by the Property or operations thereon, including but not limited to any failure TMG Entities by Borrower, any Affiliate of Borrower or any tenant or other user of the Property to comply with any order of any Governmental Authority in connection with any Environmental Laws; (f) the imposition, recording or filing of any Environmental Lien encumbering the Property; (g) any administrative processes or proceedings or judicial proceedings in any way connected with any matter addressed in Article 8 and this SECTION 9.4; (h) any past, present or threatened injury to, destruction reason of or loss of natural resources in any way connected with the Property, including but not limited to costs to investigate and assess such injury, destruction or loss; arising out of: (i) any acts violation or correction of Borrower violation of Environmental Laws associated with the ownership or other users operation of the Property in arranging for disposal Assets, or (ii) any event or treatmentcondition associated with the ownership or operation of the Assets (including, or arranging with a transporter for transport for disposal or treatmentbut not limited to, the presence of Hazardous Substances owned on, under, about or possessed migrating to or from the Assets or the disposal or release of Hazardous Substances generated by such Borrower the operation of the Assets at non-Asset locations) including, without limitation, (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other userscorrective action required or necessary under Environmental Laws, at (B) the cost or expense of the preparation and implementation of any facility or incineration vessel owned or operated by another Person and containing such or any similar Hazardous Substance; (j) any acts of Borrower closure, remedial, corrective action, or other users plans required or necessary under Environmental Laws, and (C) the cost and expense for any environmental or Toxic Tort pre-trial, trial, or appellate legal or litigation support work; and regardless of the Property, in accepting any Hazardous Substances for transport to disposal or treatment facilities, incineration vessels or sites selected by Borrower whether such violation complained of under Section 2.1(b)(i) or such other usersevents or conditions included under Section 2.1(b)(ii) occurred before or after the Closing Date, from which there is a Release, or a threatened Release of any Hazardous Substance which causes the incurrence of costs for Remediation; (k) any personal injury, wrongful death, or property damage arising under any statutory or common law or tort law theory, including but not limited to damages assessed for the maintenance of a private or public nuisance or for the conducting of an abnormally dangerous activity on or near the Property; and (1) any misrepresentation or inaccuracy in any representation or warranty or material breach or failure to perform any covenants or other obligations pursuant to Article 8. Notwithstanding the foregoing, Borrower shall not be liable under this SECTION 9.4 for any Losses or costs of Remediation to which the Indemnified Parties may become subject except to the extent such Losses or costs of Remediation arise by reason that any of the gross negligence, illegal acts, fraud of willful misconduct of foregoing are Covered Environmental Losses for which the Indemnified Parties. This indemnity shall survive any termination, satisfaction or foreclosure of Partnership Group is entitled to indemnification from TMG under this Security Instrument, subject to the provisions of SECTION 10.5Article II.

Environmental Indemnification. Borrower shall, at its sole cost and expense, protect, defend, indemnify, release Indemnify and hold the Agent and each of the Lenders and their respective shareholders, officers, directors, employees, agents, attorneys-in-fact and Affiliates and each trustee for the benefit of the Agent or the Lenders under any security document (each of the foregoing an “Indemnitee”) harmless the Indemnified Parties from and against any and all Losses claims, losses, damages, liabilities, fines, penalties, charges, administrative and judicial proceedings and orders, judgments, remedial actions, requirements and enforcement actions of any kind, and all reasonable costs of Remediation and expenses incurred in connection therewith (whether or not performed voluntarilyincluding attorneys’ fees and expenses), engineers' fees, environmental consultants' fees, and costs of investigation (including but not limited to sampling, testing, and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas) imposed upon or incurred by or asserted against any Indemnified Parties, and arising directly or indirectly arising out of indirectly, in whole or in any way relating to any one or more of the following: part, from (a) any the presence of any Hazardous Substances in, on, aboveunder, or under from any Property of any of the Property; Borrowers, whether prior to or during the term hereof, (b) any pastactivity carried on or undertaken on any Property of any of the Borrowers, present whether prior to or threatened Release during the term hereof, and whether by of Hazardous Substances in, on, above, under or from any of the Property; (c) any activity by Borrower, any Person affiliated with Borrower Borrowers or any tenant or other user of the Property predecessors in title, employees, agents, contractors or subcontractors of or any other Person at any time occupying or present on such Property, in connection with any actual, proposed or threatened usethe handling, treatment, removal, storage, holdingdecontamination, existencecleanup, disposition transportation or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from the Property of any Hazardous Substances at any tine located in, under, on or above the Property; (d) any activity by Borrower, any Person affiliated with Borrower or any tenant or other user of the Property in connection with any actual or proposed Remediation disposal of any Hazardous Substances at any time located in, under, or present on or above the under such Property, whether or not such Remediation is voluntary or pursuant to court or administrative order, including but not limited to any removal, remedial or corrective action; (ec) any past residual contamination on or present non-compliance or violations under any Property of any Environmental Laws of the Borrowers, (d) any contamination of any Property or permits issued pursuant to any Environmental Law) natural resources arising in connection with the Property generation, use, handling, storage, transportation or operations thereondisposal of any Hazardous Substances by of any of the Borrowers or any employees, including but not limited to agents, contractors or subcontractors of any failure by of the Borrowers while such Persons are acting within the scope of their relationship with the relevant Borrower, irrespective of whether any Affiliate of Borrower such activities were or will be undertaken in accordance with applicable Requirements of Law or (e) the performance and enforcement of any Loan Document or any tenant other act or other user of the Property to comply with any order of any Governmental Authority omission in connection with or related to any Environmental Laws; Loan Document or the transactions contemplated thereby, including any such claim, loss, damage, liability, fine, penalty, charge, administrative or judicial proceeding, order, judgment, remedial action, requirement, enforcement action, cost or expense, arising from the negligence (f) but not the impositiongross negligence or willful misconduct), recording whether sole or filing concurrent, of any Environmental Lien encumbering the Propertyindemnitee; (g) any administrative processes or proceedings or judicial proceedings in any way connected with any matter addressed in Article 8 and this SECTION 9.4; (h) any past, present or threatened injury to, destruction of or loss of natural resources in any way connected with the Propertyforegoing indemnity surviving satisfaction of all Obligations and the termination of this Agreement, including but unless all such Obligations have been satisfied wholly in cash and not limited to costs to investigate and assess such injury, destruction by way of realization against any Collateral or loss; (i) the Conveyance of any acts of Borrower or other users of the Property in arranging for disposal lieu thereof, provided that such indemnity shall not extend to any act or treatment, or arranging with a transporter for transport for disposal or treatment, of Hazardous Substances owned or possessed omission by such Borrower or other users, at any facility or incineration vessel owned or operated by another Person and containing such the Agent or any similar Hazardous Substance; (j) Lender with respect to any acts Property subsequent to the Agent or any Lender becoming the owner of Borrower such Property and with respect to which Property such claim, loss, damage, liability, fine, penalty, charge, proceeding, order, judgment, action or other users requirement arises subsequent to the acquisition of title thereto by the Property, in accepting Agent or any Hazardous Substances for transport to disposal or treatment facilities, incineration vessels or sites selected by Borrower or such other users, from which there is a Release, or a threatened Release of any Hazardous Substance which causes the incurrence of costs for Remediation; (k) any personal injury, wrongful death, or property damage arising under any statutory or common law or tort law theory, including but not limited to damages assessed for the maintenance of a private or public nuisance or for the conducting of an abnormally dangerous activity on or near the Property; and (1) any misrepresentation or inaccuracy in any representation or warranty or material breach or failure to perform any covenants or other obligations pursuant to Article 8Lender. Notwithstanding the foregoing, Borrower shall not be liable All amounts due under this SECTION 9.4 for any Losses or costs of Remediation to which Section 5.20 shall be payable on written demand therefor by the Indemnified Parties may become subject to the extent such Losses or costs of Remediation arise by reason of the gross negligence, illegal acts, fraud of willful misconduct of the Indemnified Parties. This indemnity shall survive any termination, satisfaction or foreclosure of this Security Instrument, subject to the provisions of SECTION 10.5Agent.

Environmental Indemnification. Borrower shall, shall at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all Losses and costs of Remediation (whether or not performed voluntarily), engineers' fees, environmental consultants' fees, and costs of investigation (including but not limited to sampling, testing, and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas) imposed upon or incurred by or asserted against any Indemnified Parties, and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any presence of any Hazardous Substances in, on, above, or under the Property; (b) any past, present or threatened Release of Hazardous Substances in, on, above, under or from the Property; (c) any activity by Borrower, any Person person or entity affiliated with Borrower or any tenant or other user of the Property in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from the Property of any Hazardous Substances at any tine time located in, under, on or above the Property; (d) any activity by Borrower, any Person person or entity affiliated with Borrower or any tenant or other user of the Property in connection with any actual or proposed Remediation of any Hazardous Substances at any time located in, under, on or above the Property, whether or not such Remediation is voluntary or pursuant to court or administrative order, including but not limited to any removal, remedial or corrective action; (e) any past past, present or present threatened non-compliance or violations of any Environmental Laws (or permits issued pursuant to any Environmental Law) in connection with the Property or operations thereon, including but not limited to any failure by Borrower, any Affiliate of person or entity affiliated with Borrower or any tenant or other user of the Property to comply with any order of any Governmental Authority governmental authority in connection with any Environmental Laws; (f) the imposition, recording or filing or the threatened imposition, recording or filing of any Environmental Lien encumbering the Property; (g) any administrative processes or proceedings or judicial proceedings in any way connected with any matter addressed in Article 8 12 and this SECTION 9.4Section 13.4; (h) any past, present or threatened injury to, destruction of or loss of natural resources in any way connected with the Property, including but not limited to costs to investigate and assess such injury, destruction or loss; (i) any acts of Borrower or other users of the Property in arranging for disposal or treatment, or arranging with a transporter for transport for disposal or treatment, of Hazardous Substances owned or possessed by such Borrower or other users, at any facility or incineration vessel owned or operated by another Person person or entity and containing such or any similar Hazardous SubstanceSubstances; (j) any acts of Borrower or other users of the Property, in accepting any Hazardous Substances for transport to disposal or treatment facilities, incineration vessels or sites selected by Borrower or such other users, from which there is a Release, or a threatened Release of any Hazardous Substance which causes the incurrence of costs for Remediation; (k) any personal injury, wrongful death, or property damage arising under any statutory or common law or tort law theory, including but not limited to damages assessed for the maintenance of a private or public nuisance or for the conducting of an abnormally dangerous activity on or near the Property; and (1) any misrepresentation or inaccuracy in any representation or warranty or material breach or failure to perform any covenants or other obligations pursuant to Article 8. Notwithstanding the foregoing, Borrower shall not be liable under this SECTION 9.4 for any Losses or costs of Remediation to which the Indemnified Parties may become subject to the extent such Losses or costs of Remediation arise by reason of the gross negligence, illegal acts, fraud of willful misconduct of the Indemnified Parties. This indemnity shall survive any termination, satisfaction or foreclosure of this Security Instrument, subject to the provisions of SECTION 10.512.

Environmental Indemnification. Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all Losses and costs of Remediation (whether or not performed voluntarily), engineers' fees, environmental consultants' fees, and costs of investigation (including but not limited to sampling, testing, and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gasas hereinafter defined) imposed upon or incurred by or asserted against any Indemnified PartiesParties (other than those arising solely from a state of facts that first came into existence after Lender acquired title to the Property through foreclosure or a deed in lieu thereof), and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any presence of any Hazardous Substances (as hereinafter defined) in, on, above, or under the Property; (b) any past, present or threatened future Release (as hereinafter defined) of Hazardous Substances in, on, above, under or from the Property; (c) any activity by Borrower, any Person person or entity affiliated with Borrower or Borrower, and any tenant or other user of the Property in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from the Property of any Hazardous Substances at any tine time located in, under, on or above the Property; (d) any activity by Borrower, any Person person or entity affiliated with Borrower or Borrower, and any tenant or other user of the Property in connection with any actual or proposed Remediation (as hereinafter defined) of any Hazardous Substances at any time located in, under, on or above the Property, whether or not such Remediation is voluntary or pursuant to court or administrative order, including but not limited to any removal, remedial or corrective action; (e) any past past, present or present threatened non-compliance or violations of any Environmental Laws Law (as hereinafter defined) (or permits issued pursuant to any Environmental Law) in connection with the Property or operations thereon, including but not limited to any failure by Borrower, any Affiliate of Borrower person or entity affiliated with Borrower, and any tenant or other user of the Property to comply with any order of any Governmental Authority governmental authority in connection with any Environmental Laws; (f) the imposition, recording or filing or the future imposition, recording or filing of any Environmental Lien (as hereinafter defined) encumbering the Property; (g) any administrative processes or proceedings or judicial proceedings in any way connected with any matter addressed in Article 8 and this SECTION 9.4Section 11.2; (h) any past, present or threatened injury to, destruction of or loss of natural resources in any way connected with the Property, including but not limited to costs to investigate and assess such injury, destruction or loss; (i) any acts of Borrower or other users of the Property in arranging for disposal or treatment, or arranging with a transporter for transport for disposal or treatment, of Hazardous Substances owned or possessed by such Borrower or other users, at any facility or incineration vessel owned or operated by another Person and containing such or any similar Hazardous Substance; (j) any acts of Borrower or other users of the Property, in accepting any Hazardous Substances for transport to disposal or treatment facilities, incineration vessels or sites selected by Borrower or such other users, from which there is a Release, or a threatened Release of any Hazardous Substance which causes the incurrence of costs for Remediation; (k) any personal injury, wrongful death, or property damage arising under any statutory or common law or tort law theory, including but not limited to damages assessed for the maintenance of a private or public nuisance or for the conducting of an abnormally dangerous activity on or near the Property; and (1) any misrepresentation or inaccuracy in any representation or warranty or material breach or failure to perform any covenants or other obligations pursuant to Article 8. Notwithstanding under the foregoing, Borrower shall not be liable under this SECTION 9.4 for Environmental Indemnity of even date executed by Borrower; and (i) any Losses or costs of Remediation to which the Indemnified Parties may become subject to the extent such Losses or costs of Remediation arise by reason diminution in value of the gross negligence, illegal acts, fraud of willful misconduct of the Indemnified Parties. This indemnity shall survive Property in any termination, satisfaction way connected with any occurrence or foreclosure of other matter referred to in this Security Instrument, subject to the provisions of SECTION 10.5Section 11.2.

Environmental Indemnification. Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all Losses and costs of Remediation (whether or not performed voluntarily), engineers' fees, environmental consultants' fees, and costs of investigation (including but not limited to including, without limitation, sampling, testing, and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas) imposed upon or incurred by or asserted against any Indemnified Parties, Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: (ai) any presence of any Hazardous Substances in, on, above, or under the Property; (bii) any past, present or threatened Release of Hazardous Substances in, on, above, under or from the Property; (ciii) any activity by Borrower, any Person affiliated with Affiliate of Borrower or any tenant or other user of the Property in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from the Property of any Hazardous Substances at any tine time located in, under, on or above the Property; (div) any activity by Borrower, any Person affiliated with Affiliate of Borrower or any tenant or other user of the Property in connection with any actual or proposed Remediation of any Hazardous Substances at any time located in, under, on or above the Property, whether or not such Remediation is voluntary or pursuant to court or administrative order, including but not limited to including, without limitation, any removal, remedial or corrective action; (ev) any past past, present or present threatened non-compliance or violations of any Environmental Laws (or permits issued pursuant to any Environmental Law) in connection with the Property or operations thereon, including but not limited to including, without limitation, any failure by Borrower, any Affiliate of Borrower or any tenant or other user of the Property to comply with any order of any Governmental Authority governmental authority in connection with any Environmental Laws; (f) the imposition, recording or filing of any Environmental Lien encumbering the Property; (g) any administrative processes or proceedings or judicial proceedings in any way connected with any matter addressed in Article 8 and this SECTION 9.4; (h) any past, present or threatened injury to, destruction of or loss of natural resources in any way connected with the Property, including but not limited to costs to investigate and assess such injury, destruction or loss; (i) any acts of Borrower or other users of the Property in arranging for disposal or treatment, or arranging with a transporter for transport for disposal or treatment, of Hazardous Substances owned or possessed by such Borrower or other users, at any facility or incineration vessel owned or operated by another Person and containing such or any similar Hazardous Substance; (j) any acts of Borrower or other users of the Property, in accepting any Hazardous Substances for transport to disposal or treatment facilities, incineration vessels or sites selected by Borrower or such other users, from which there is a Release, or a threatened Release of any Hazardous Substance which causes the incurrence of costs for Remediation; (k) any personal injury, wrongful death, or property damage arising under any statutory or common law or tort law theory, including but not limited to damages assessed for the maintenance of a private or public nuisance or for the conducting of an abnormally dangerous activity on or near the Property; and (1) any misrepresentation or inaccuracy in any representation or warranty or material breach or failure to perform any covenants or other obligations pursuant to Article 8. Notwithstanding the foregoing, Borrower shall not be liable under this SECTION 9.4 for any Losses or costs of Remediation to which the Indemnified Parties may become subject to the extent such Losses or costs of Remediation arise by reason of the gross negligence, illegal acts, fraud of willful misconduct of the Indemnified Parties. This indemnity shall survive any termination, satisfaction or foreclosure of this Security Instrument, subject to the provisions of SECTION 10.5.;

Environmental Indemnification. Borrower shallIn addition to the indemnifications hereunder and under any other Loan Documents, at its sole cost Parent and expenseBorrower, protectjointly and severally, defend, hereby indemnify, release protect and hold each Indemnified Person harmless the Indemnified Parties from and against any and all Losses liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, proceedings, costs, expenses (including, without limitation, all attorneys’ fees and costs of Remediation (legal expenses whether or not performed voluntarily)suit is brought) and disbursements of any kind or nature whatsoever which may at any time be imposed on, engineers' feesincurred by, environmental consultants' fees, and costs of investigation (including but not limited to sampling, testing, and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas) imposed upon or incurred by or asserted against any such Indemnified PartiesPerson, and directly with respect to or indirectly arising out of as a direct or in any way relating to any one or more indirect result of the following: (a) violation by any presence Loan Party of any Hazardous Substances in, on, above, Environmental Law; or under the Property; (b) with respect to or as a direct or indirect result of any past, present or threatened Release of Hazardous Substances in, on, above, under or from the Property; (c) any activity by Borrower, any Person affiliated with Borrower or any tenant or other user of the Property in connection with any actual, proposed or threatened Loan Party’s use, treatmentgeneration, manufacture, production, storage, holdingrelease, existencethreatened release, disposition discharge, disposal or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from the Property of any Hazardous Substances at any tine located in, under, on or above the Property; (d) any activity by Borrower, any Person affiliated with Borrower or any tenant or other user of the Property in connection with any actual or proposed Remediation of any Hazardous Substances at any time located in, under, on or above the Property, whether or not such Remediation is voluntary or pursuant to court or administrative order, including but not limited to any removal, remedial or corrective action; (e) any past or present non-compliance or violations of any Environmental Laws (or permits issued pursuant to any Environmental Law) presence in connection with the Property Mortgaged Properties of a hazardous substance including, without limitation, (a) all damages of any such use, generation, manufacture, production, storage, release, threatened release, discharge, disposal or operations thereonpresence, including but not limited or (b) the costs of any reasonably required or necessary environmental investigation, monitoring, repair, cleanup or detoxification and the preparation and implementation of any closure, remedial or other plans (all the foregoing, collectively, the “Indemnified Environmental Liabilities”). PARENT AND BORROWER AGREE, JOINTLY AND SEVERALLY, TO INDEMNIFY AND HOLD EACH INDEMNIFIED PERSON HARMLESS AS PROVIDED IN THIS SECTION 12.06, WHETHER OR NOT THE INDEMNIFIED ENVIRONMENTAL LIABILITIES ARISE OUT OF OR AS A RESULT OF ANY INDEMNIFIED PERSON’S NEGLIGENCE IN WHOLE OR IN PART, INCLUDING, WITHOUT LIMITATION, THOSE INDEMNIFIED ENVIRONMENTAL LIABILITIES WHICH RESULT FROM THE SOLE, JOINT, CONCURRENT OR COMPARATIVE NEGLIGENCE OF THE INDEMNIFIED PERSON, OR ANY ONE OR MORE OF THEM. The provisions of and undertakings and indemnification set forth in this Section 12.06 shall survive (x) the satisfaction and payment of the Obligations and termination of this Agreement, and (y) the release of any Liens securing the Obligations or the extinguishment of such Liens by foreclosure or action in lieu thereof; provided, that no Loan Party shall have any obligation hereunder to any failure by Borrower, any Affiliate of Borrower or any tenant or other user of Indemnified Person with respect to Indemnified Environmental Liabilities to the Property to comply with any order of any Governmental Authority in connection with any Environmental Laws; (f) the imposition, recording or filing of any Environmental Lien encumbering the Property; (g) any administrative processes or proceedings or judicial proceedings in any way connected with any matter addressed in Article 8 and this SECTION 9.4; (h) any past, present or threatened injury to, destruction of or loss of natural resources in any way connected with the Property, including but not limited to costs to investigate and assess such injury, destruction or loss; extent that (i) a court having competent jurisdiction shall have determined by a final judgment (not subject to further appeal) that any acts loss for which indemnification is sought resulted from (A) the bad faith, gross negligence or willful misconduct of Borrower such Indemnified Person (or other users that of its Affiliates, partners, directors, officers, employees, agents, counsel, attorneys-in-fact or advisors, in each case that are controlled by such Indemnified Person or acting under the instructions of such Indemnified Person), or (B) a material breach of the Property Loan Documents by any such Indemnified Person (or that of its Affiliates, partners, directors, officers, employees, agents, counsel, attorneys-in-fact or advisors, in arranging for disposal each case that are controlled by such Indemnified Person or treatmentacting under the instructions of such Indemnified Person), or arranging with (iii) any loss for which indemnification is sought resulted from a transporter for transport for disposal dispute among or treatmentbetween Indemnified Persons (other than any claims against Administrative Agent in its capacity as such) (and not, directly or indirectly, from acts or omissions of Hazardous Substances owned or possessed by such Borrower or other users, at any facility or incineration vessel owned or operated by another Person and containing such Loan Party or any similar Hazardous Substance; (j) any acts of Borrower or other users of the Propertytheir respective Subsidiaries), in accepting any Hazardous Substances for transport to disposal or treatment facilitiesand, incineration vessels or sites selected by Borrower or such other users, from which there is a Release, or a threatened Release of any Hazardous Substance which causes the incurrence of costs for Remediation; (k) any personal injury, wrongful death, or property damage arising under any statutory or common law or tort law theory, including but not limited to damages assessed for the maintenance of a private or public nuisance or for the conducting of an abnormally dangerous activity on or near the Property; and (1) any misrepresentation or inaccuracy in any representation or warranty or material breach or failure to perform any covenants or other obligations pursuant to Article 8. Notwithstanding the foregoing, Borrower shall not be liable under this SECTION 9.4 for any Losses or costs of Remediation to which the Indemnified Parties may become subject to the extent Parent or Borrower has paid any expenses or made any indemnification payments with respect to items covered by clauses (i) or (ii) above, Parent or Borrower, as applicable, shall be entitled to reimbursement of such Losses amounts from the applicable party whose expenses were paid or costs of Remediation arise by reason of the gross negligencewho obtained indemnification; provided, illegal actsfurther, fraud of willful misconduct of the Indemnified Parties. This no indemnity shall survive be afforded under this Section 12.06 in respect of any terminationproperty for any occurrence arising from the acts or omissions of Administrative Agent, satisfaction any Lender or any of their respective Affiliates during the period after which such Person, its successors or assigns, or their agents or representatives, shall have obtained possession of such property (whether by foreclosure or deed in lieu of this Security Instrumentforeclosure, subject to the provisions of SECTION 10.5as mortgagee-in-possession or otherwise).

Environmental Indemnification. Borrower shall, at its sole cost and expense, protect, defend, indemnify, release Indemnify and hold the Agent and each of the Lenders and their respective shareholders, officers, directors, employees, agents, attorneys-in-fact and Affiliates and each trustee for the benefit of the Agent or the Lenders under any security document (each of the foregoing an “Indemnitee”) harmless the Indemnified Parties from and against any and all Losses claims, losses, damages, liabilities, fines, penalties, charges, administrative and judicial proceedings and orders, judgments, remedial actions, requirements and enforcement actions of any kind, and all reasonable costs of Remediation and expenses incurred in connection therewith (whether or not performed voluntarilyincluding attorneys’ fees and expenses), engineers' fees, environmental consultants' fees, and costs of investigation (including but not limited to sampling, testing, and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas) imposed upon or incurred by or asserted against any Indemnified Parties, and arising directly or indirectly arising out of indirectly, in whole or in any way relating to any one or more of the following: part, from (a) any the presence of any Hazardous Substances in, on, aboveunder, or under from any Property of any of the Property; Borrowers, whether prior to or during the term hereof, (b) any pastactivity carried on or undertaken on any Property of any of the Borrowers, present whether prior to or threatened Release during the term hereof, and whether by of Hazardous Substances in, on, above, under or from any of the Property; (c) any activity by Borrower, any Person affiliated with Borrower Borrowers or any tenant or other user of the Property predecessors in title, employees, agents, contractors or subcontractors of or any other Person at any time occupying or present on such Property, in connection with any actual, proposed or threatened usethe handling, treatment, removal, storage, holdingdecontamination, existencecleanup, disposition transportation or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from the Property of any Hazardous Substances at any tine located in, under, on or above the Property; (d) any activity by Borrower, any Person affiliated with Borrower or any tenant or other user of the Property in connection with any actual or proposed Remediation disposal of any Hazardous Substances at any time located in, under, or present on or above the under such Property, whether or not such Remediation is voluntary or pursuant to court or administrative order, including but not limited to any removal, remedial or corrective action; (ec) any past residual contamination on or present non-compliance or violations under any Property of any Environmental Laws of the Borrowers, (d) any contamination of any Property or permits issued pursuant to any Environmental Law) natural resources arising in connection with the Property generation, use, handling, storage, transportation or operations thereondisposal of any Hazardous Substances by of any of the Borrowers or any employees, including but not limited to agents, contractors or subcontractors of any failure by of the Borrowers while such Persons are acting within the scope of their relationship with the relevant Borrower, irrespective of whether any Affiliate of Borrower such activities were or will be undertaken in accordance with applicable Requirements of Law or (e) the performance and enforcement of any Loan Document or any tenant other act or other user of the Property to comply with any order of any Governmental Authority omission in connection with or related to any Environmental Laws; Loan Document or the transactions contemplated thereby, including any such claim, loss, damage, liability, fine, penalty, charge, administrative or judicial proceeding, order, judgment, remedial action, requirement, enforcement action, cost or expense, arising from the negligence (f) but not the impositiongross negligence or willful misconduct), recording whether sole or filing concurrent, of any Environmental Lien encumbering the Propertyindemnitee; (g) any administrative processes or proceedings or judicial proceedings in any way connected with any matter addressed in Article 8 and this SECTION 9.4; (h) any past, present or threatened injury to, destruction of or loss of natural resources in any way connected with the Propertyforegoing indemnity surviving satisfaction of all Obligations and the termination of this Agreement, including but unless all such Obligations have been satisfied wholly in cash and not limited to costs to investigate and assess such injury, destruction by way of realization against any Collateral or loss; (i) the Conveyance of any acts of Borrower or other users of the Property in arranging for disposal lieu thereof, provided that such indemnity shall not extend to any act or treatment, or arranging with a transporter for transport for disposal or treatment, of Hazardous Substances owned or possessed omission by such Borrower or other users, at any facility or incineration vessel owned or operated by another Person and containing such the Agent or any similar Hazardous Substance; (j) any acts of Borrower or other users of the Property, in accepting any Hazardous Substances for transport Lender with respect to disposal or treatment facilities, incineration vessels or sites selected by Borrower or such other users, from which there is a Release, or a threatened Release of any Hazardous Substance which causes the incurrence of costs for Remediation; (k) any personal injury, wrongful death, or property damage arising under any statutory or common law or tort law theory, including but not limited to damages assessed for the maintenance of a private or public nuisance or for the conducting of an abnormally dangerous activity on or near the Property; and (1) any misrepresentation or inaccuracy in any representation or warranty or material breach or failure to perform any covenants or other obligations pursuant to Article 8. Notwithstanding the foregoing, Borrower shall not be liable under this SECTION 9.4 for any Losses or costs of Remediation to which the Indemnified Parties may become subject to the extent such Losses or costs of Remediation arise by reason of the gross negligence, illegal acts, fraud of willful misconduct of the Indemnified Parties. This indemnity shall survive any termination, satisfaction or foreclosure of this Security Instrument, subject to the provisions of SECTION 10.5.any

Environmental Indemnification. Borrower SPTMRT shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all Losses and costs of Remediation remediation (whether or not performed voluntarily), engineers' fees, environmental consultants' fees, and costs of investigation (including including, but not limited to sampling, testing, testing and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas) imposed upon or incurred by or asserted against any Indemnified Parties, and directly or indirectly arising out of or in any way relating to any one or more of the following, unless caused by the gross negligence or willful misconduct of any Indemnified Party: (a) any presence of any Hazardous Substances Materials in, on, above, above or under the Property; (b) any past, present or threatened Release of Hazardous Substances Materials in, on, above, under or from the Property; (c) any activity by BorrowerSPTMRT, any Person person affiliated with Borrower SPTMRT or any tenant Tenant or other user of the Property in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from the Property of any Hazardous Substances Materials at any tine time located in, under, on or above the Property; (d) any activity by BorrowerSPTMRT, any Person person affiliated with Borrower SPTMRT or any tenant Tenant or other user of the Property in connection with any actual or proposed Remediation of any Hazardous Substances Materials at any time located in, under, on or above the Property, whether or not such Remediation remediation is voluntary or pursuant to court or administrative order, including including, but not limited to any removal, remedial or corrective action; (e) any past past, present or present non-compliance or threatened violations of any Environmental Laws (or permits issued pursuant to any Environmental Law) in connection with the Property or operations thereon, including including, but not limited to any failure by BorrowerSPTMRT, any Affiliate of Borrower person affiliated with SPTMRT or any tenant Tenant or other user of the Property to comply with any order of any Governmental Authority governmental authority in connection with any Environmental Laws; (f) the imposition, recording or filing of any Environmental Lien encumbering the Property; (g) any administrative processes or proceedings or judicial proceedings in any way connected with any matter addressed in Article 8 11 and this SECTION 9.4Section 12.3; (h) any past, present or threatened injury to, destruction of or loss of natural resources in any way connected with the Property, including including, but not limited to costs to investigate and assess such injury, destruction or loss; (i) any acts of Borrower SPTMRT, any affiliate of SPTMRT or any Tenant or other users user of the Property in arranging for disposal or treatment, or arranging with a transporter for transport for disposal or treatment, of Hazardous Substances Materials owned or possessed by such Borrower SPTMRT, any affiliate of SPTMRT or any Tenant or other usersuser, at any facility or incineration vessel owned or operated by another Person person and containing such or any similar Hazardous SubstanceMaterial; (j) any acts of Borrower SPTMRT, any affiliate of SPTMRT or any Tenant or other users user of the Property, in accepting any Hazardous Substances Materials for transport to disposal or treatment facilities, incineration vessels or sites selected by Borrower SPTMRT or such other users, from which there is a Release, or a threatened Release of any Hazardous Substance Material which causes the incurrence of costs for Remediationremediation; (k) any personal injury, wrongful death, or property damage caused by Hazardous Materials arising under any statutory or common law or tort law theory, including including, but not limited to to, damages assessed for the maintenance of a private or public nuisance or for the conducting of an abnormally dangerous activity on or near the Property; and (1l) any intentional misrepresentation or inaccuracy in any representation or warranty or material breach or failure to perform any covenants or other obligations pursuant to Article 8. Notwithstanding the foregoing, Borrower shall not be liable under this SECTION 9.4 for any Losses or costs of Remediation to which the Indemnified Parties may become subject to the extent such Losses or costs of Remediation arise by reason of the gross negligence, illegal acts, fraud of willful misconduct of the Indemnified Parties. This indemnity shall survive any termination, satisfaction or foreclosure of this Security Instrument, subject to the provisions of SECTION 10.511.

Environmental Indemnification. Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all Losses and costs of Remediation (whether or not performed voluntarily), engineers' fees, environmental consultants' fees, and costs of investigation (including but not limited to sampling, testing, and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas) imposed upon or incurred by or asserted against any Indemnified Parties, and directly or indirectly arising out of or in any way relating to any one or more of the following: following (except to the extent the same relate solely to Hazardous Substances first introduced to the Property or violations of Environmental Laws committed at the Property by anyone other than Borrower, its agents or employees following the foreclosure of this Security Instrument (or the delivery and acceptance of a deed in lieu of such foreclosure), the expiration of any right of redemption with respect thereto and the obtaining by the purchaser at such foreclosure sale or grantee under such deed of possession of the Property): (a) any presence of any Hazardous Substances in, on, above, or under the Property; (b) any past, present or threatened Release of Hazardous Substances in, on, above, under or from the Property; (c) any activity by Borrower, any Person person or entity affiliated with Borrower or any tenant or other user of the Property in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from the Property of any Hazardous Substances at any tine time located in, under, on or above the Property; (d) any activity by Borrower, any Person person or entity affiliated with Borrower or any tenant or other user of the Property in connection with any actual or proposed Remediation of any Hazardous Substances at any time located in, under, on or above the Property, whether or not such Remediation is voluntary or pursuant to court or administrative order, including but not limited to any removal, remedial or corrective action; (e) any past past, present or present threatened non-compliance or violations of any Environmental Laws (or permits issued pursuant to any Environmental Law) in connection with the Property or operations thereon, including but not limited to any failure by Borrower, any Affiliate of person or entity affiliated with Borrower or any tenant or other user of the Property to comply with any order of any Governmental Authority governmental authority in connection with any Environmental Laws; (f) the imposition, recording or filing or the threatened imposition, recording or filing of any Environmental Lien encumbering the Property; (g) any administrative processes or proceedings or judicial proceedings in any way connected with any matter addressed in Article 8 12 and this SECTION 9.4Section 13.4; (h) any past, present or threatened injury to, destruction of or loss of natural resources in any way 159 connected with the Property, including but not limited to costs to investigate and assess such injury, destruction or loss; (i) any acts of Borrower or other users of the Property in arranging for disposal or treatment, or arranging with a transporter for transport for disposal or treatment, of Hazardous Substances owned or possessed by such Borrower or other users, at any facility or incineration vessel owned or operated by another Person person or entity and containing such or any similar Hazardous SubstanceMaterials; (j) any acts of Borrower or other users of the Property, in accepting any Hazardous Substances for transport to disposal or treatment facilities, incineration vessels or sites selected by Borrower or such other users, from which there is a Release, or a threatened Release of any Hazardous Substance which causes the incurrence of costs for Remediation; (k) any personal injury, wrongful death, or property damage arising under any statutory or common law or tort law theory, including but not limited to damages assessed for the maintenance of a private or public nuisance or for the conducting of an abnormally dangerous activity on or near the Property; and (1l) any material misrepresentation or material inaccuracy in any representation or warranty or material breach or failure to perform any covenants or other obligations pursuant to Article 8. Notwithstanding the foregoing, Borrower shall not be liable under this SECTION 9.4 for any Losses or costs of Remediation to which the Indemnified Parties may become subject to the extent such Losses or costs of Remediation arise by reason of the gross negligence, illegal acts, fraud of willful misconduct of the Indemnified Parties. This indemnity shall survive any termination, satisfaction or foreclosure of this Security Instrument, subject to the provisions of SECTION 10.512.

Environmental Indemnification. Borrower shall(a) Indemnification by Seller (i) From and after the Closing Date, at its sole cost and expense, protect, defend, Seller shall indemnify, release and hold harmless the Indemnified Parties and defend Purchaser and Purchaser Designees, and their respective directors, shareholders, officers, employees, agents, consultants, representatives and Affiliates, from and against any and all Losses and costs of Remediation (whether or not performed voluntarily), engineers' fees, environmental consultants' fees, and costs of investigation (including but not limited to sampling, testing, and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas) imposed upon or incurred by or asserted against any Indemnified Parties, and directly or indirectly arising out of or in any way relating to any one (A) the presence or more of the following: (a) any presence of any Hazardous Substances in, on, above, or under the Property; (b) any past, present or threatened Release release of Hazardous Substances in, onon or beneath any real property formerly owned, aboveleased, under operated, or from the Property; (c) managed by any activity by Borrower, any Person affiliated with Borrower or any tenant or other user member of the Property Seller Group (in connection with the Business or the Target Assets) or the Purchased Subsidiaries or any actualof their respective predecessors, proposed in each case, to the extent existing on or threatened useprior to the Closing Date, treatmentand (B) except as specifically provided in Section 16.2(a)(iii)(A) (with respect to the Retained Liabilities set forth in Section 2.2(f)), storagethe exposure of any person, holdingprior to the Closing Date, existence, disposition or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from the Property of any Hazardous Substances at that were generated from, or located on, in or about any tine located inproperty formerly owned, underleased, on operated or above the Property; (d) managed by any activity by Borrower, any Person affiliated with Borrower or any tenant or other user member of the Property Seller Group (in connection with the Business or the Target Assets) or the Purchased Subsidiaries or any actual of their respective predecessors (collectively, "Indemnified Off-Site Environmental Costs"). (ii) From and after the Closing Date, other than with respect to Indemnified Off-Site Environmental Costs indemnified pursuant to Section 16.6(a)(i), Seller shall indemnify, hold harmless and defend Purchaser and Purchaser Designees, and their respective directors, shareholders, officers, employees, agents, consultants, representatives and Affiliates, from and against any Losses arising out of or proposed Remediation of relating to (A) the disposal of, or arranging for the disposal of, any Hazardous Substances to, from or at any time located inoff-site location, underthat were used, generated or stored by the Business, the Target Assets, any member of the Seller Group (in connection with the Business or the Target Assets) or the Purchased Subsidiaries or any of their respective predecessors, in each case, to the extent disposed, arranged for the disposal of, used, generated or stored on or above prior to the PropertyClosing Date, whether or not such Remediation is voluntary or pursuant to court or administrative order, including but not limited to any removal, remedial or corrective action; (eB) any past or present non-compliance or violations the violation of any Environmental Laws (or permits issued pursuant to any Environmental Law) in connection with the Property or operations thereon, including but not limited to any failure by Borrower, any Affiliate of Borrower or any tenant or other user operation of the Property Business, the Target Assets or Purchased Subsidiaries as conducted at any time prior to comply with any order of any Governmental Authority in connection with any Environmental LawsClosing; (fC) except as specifically provided in Section 16.2(a)(iii)(A) (with respect to the impositionRetained Liabilities set forth in Section 2.2(f)), recording the presence or filing of any Environmental Lien encumbering the Property; (g) any administrative processes release of, or proceedings or judicial proceedings in any way connected with any matter addressed in Article 8 and this SECTION 9.4; (h) any past, present or threatened injury exposure to, destruction of or loss of natural resources in any way connected with the Property, including but not limited to costs to investigate and assess such injury, destruction or loss; (i) any acts of Borrower or other users of the Property in arranging for disposal or treatment, or arranging with a transporter for transport for disposal or treatment, of Hazardous Substances owned in, on or possessed by such Borrower or other users, at beneath any facility or incineration vessel owned or operated by another Person and containing such or any similar Hazardous Substance; (j) any acts of Borrower or other users of the Real Property, in accepting any Hazardous Substances for transport the case of each of (B) and (C), to disposal the extent existing or treatment facilities, incineration vessels or sites selected by Borrower or such other users, from which there is a Releaseoccurring, or a threatened Release arising out of any Hazardous Substance which causes the incurrence of costs for Remediation; (k) any personal injurycircumstances or conditions existing or occurring, wrongful death, or property damage arising under any statutory or common law or tort law theory, including but not limited to damages assessed for the maintenance of a private or public nuisance or for the conducting of an abnormally dangerous activity on or near prior to the PropertyClosing Date; and (1D) any misrepresentation or inaccuracy in breach of any representation or warranty or material breach or failure to perform any covenants or other obligations pursuant to Article 8. Notwithstanding the foregoing, Borrower shall not be liable under this SECTION 9.4 for any Losses or costs of Remediation to which the Indemnified Parties may become subject to the extent such Losses or costs of Remediation arise made by reason of the gross negligence, illegal acts, fraud of willful misconduct of the Indemnified Parties. This indemnity shall survive any termination, satisfaction or foreclosure Seller in Section 8.13 of this Security InstrumentAgreement (collectively, subject to the provisions of SECTION 10.5"Indemnified Environmental Costs").

Environmental Indemnification. Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all Losses and costs of Remediation (whether or not performed voluntarily), engineers' fees, environmental consultants' fees, and costs of investigation (including but not limited to sampling, testing, and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas) imposed upon or incurred by or asserted against any Indemnified Parties, and directly or indirectly arising out of or in any way relating to any one or more of the following: following (except to the extent the same relate solely to Hazardous Substances first introduced to the Property by anyone other than Borrower, its agents or employees following the foreclosure of this Security Instrument (or the delivery and acceptance of a deed in lieu of such foreclosure), the expiration of any right of redemption with respect thereto and the obtaining by the purchaser at such foreclosure sale or grantee under such deed of possession of the Property): (a) any presence of any Hazardous Substances in, on, above, or under the Property; (b) any past, present or threatened Release of Hazardous Substances in, on, above, under or from the Property; (c) any activity by Borrower, any Person person or entity affiliated with Borrower or any tenant or other user of the Property in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from the Property of any Hazardous Substances at any tine time located in, under, on or above the Property; (d) any activity by Borrower, any Person person or entity affiliated with Borrower or any tenant or other user of the Property in connection with any actual or proposed Remediation of any Hazardous Substances at Substancesat any time located in, under, on or above the Property, whether or not such Remediation is voluntary or pursuant to court or administrative order, including but not limited to any removal, remedial or corrective action; (e) any past past, present or present threatened non-compliance or violations of any Environmental Laws (or permits issued pursuant to any Environmental Law) in connection with the Property or operations thereon, including but not limited to any failure by Borrower, any Affiliate of person or entity affiliated with Borrower or any tenant or other user of the Property to comply with any order of any Governmental Authority governmental authority in connection with any Environmental Laws; (f) the imposition, recording or filing or the threatened imposition, recording or filing of any Environmental Lien encumbering the Property; (g) any administrative processes or proceedings or judicial proceedings in any way connected with any matter addressed in Article 8 12 and this SECTION 9.4Section 13.4; (h) any past, present or threatened injury to, destruction of or loss of natural resources in any way connected with the Property, including but not limited to costs to investigate and assess such injury, destruction or loss; (i) any acts of Borrower or other users of the Property in arranging for disposal or treatment, or arranging with a transporter for transport for disposal or treatment, of Hazardous Substances owned or possessed by such Borrower or other users, at any facility or incineration vessel owned or operated by another Person person or entity and containing such or any similar Hazardous SubstanceMaterials; (j) any acts of Borrower or other users of the Property, in accepting any Hazardous Substances for transport to disposal or treatment facilities, incineration vessels or sites selected by Borrower or such other users, from which there is a Release, or a threatened Release of any Hazardous Substance which causes the incurrence of costs for Remediation; (k) any personal injury, wrongful death, or property damage arising under any statutory or common law or tort law theory, including incuding but not limited to damages assessed for the maintenance of a private or public nuisance or for the conducting of an abnormally dangerous activity on or near the Property; and (1l) any misrepresentation or inaccuracy in any representation or warranty or material breach or failure to perform any covenants or other obligations pursuant to Article 8. Notwithstanding the foregoing, Borrower shall not be liable under this SECTION 9.4 for any Losses or costs of Remediation to which the Indemnified Parties may become subject to the extent such Losses or costs of Remediation arise by reason of the gross negligence, illegal acts, fraud of willful misconduct of the Indemnified Parties. This indemnity shall survive any termination, satisfaction or foreclosure of this Security Instrument, subject to the provisions of SECTION 10.512.

Environmental Indemnification. Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all Losses and costs of Remediation (whether or not performed voluntarily), engineers' fees, environmental consultants' fees, and costs of investigation (including but not limited to sampling, testing, and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas) imposed upon or incurred by or asserted against any Indemnified Parties, and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any presence of any Hazardous Substances in, on, above, or under the Property; (b) any past, present or threatened Release of Hazardous Substances in, on, above, under or from the Property; (c) any activity by Borrower, any Person person or entity affiliated with Borrower or any tenant or other user of the Property in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from the Property of any Hazardous Substances at any tine time located in, under, on or above the Property; (d) any activity by Borrower, any Person person or entity affiliated with Borrower or any tenant or other user of the Property in connection with any actual or proposed Remediation of any Hazardous Substances at any time located in, under, on or above the Property, whether or not such Remediation is voluntary or pursuant to court or administrative order, including but not limited to any removal, remedial or corrective action; (e) any past past, present or present threatened non-compliance or violations of any Environmental Laws (or permits issued pursuant to any Environmental Law) in connection with the Property or operations thereon, including but not limited to any failure by Borrower, any Affiliate of person or entity affiliated with Borrower or any tenant or other user of the Property to comply with any order of any Governmental Authority governmental authority in connection with any Environmental Laws; (f) the imposition, recording or filing or the threatened imposition, recording or filing of any Environmental Lien encumbering the Property; (g) any administrative processes or proceedings or judicial proceedings in any way connected with any matter addressed in Article 8 and this SECTION 9.4Section ; (h) any past, present or threatened injury to, destruction of or loss of natural resources in any way connected with the Property, including but not limited to costs to investigate and assess such injury, destruction or loss; (i) any acts of Borrower or other users of the Property in arranging for disposal or treatment, or arranging with a transporter for transport for disposal or treatment, of Hazardous Substances owned or possessed by such Borrower or other users, at any facility or incineration vessel owned or operated by another Person person or entity and containing such or any similar Hazardous SubstanceSubstances; (j) any acts of Borrower or other users of the Property, in accepting any Hazardous Substances for transport to disposal or treatment facilities, incineration vessels or sites selected by Borrower or such other users, from which there is a Release, or a threatened Release of any Hazardous Substance which causes the incurrence of costs for Remediation; (k) any personal injury, wrongful death, or property [NY01:247789.4] 86000-00376 12/23/96 4:57pm - 48 - damage arising under any statutory or common law or tort law theorytheory in connection with Hazardous Materials or any Environmental Law, including but not limited to damages assessed for the maintenance of a private or public nuisance or for the conducting of an abnormally dangerous activity on or near the Property; and (1l) any misrepresentation or inaccuracy in any representation or warranty or material breach or failure to perform any covenants or other obligations pursuant to Article 8. Notwithstanding the foregoing, Borrower shall not be liable under this SECTION 9.4 for any Losses or costs of Remediation to which the Indemnified Parties may become subject to the extent such Losses or costs of Remediation arise by reason of the gross negligence, illegal acts, fraud of willful misconduct of the Indemnified Parties. This indemnity shall survive any termination, satisfaction or foreclosure of this Security Instrument, subject to the provisions of SECTION 10.5.

Environmental Indemnification. Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all Losses and costs of Remediation (whether or not performed perfonned voluntarily), engineers' fees, environmental consultants' fees, and costs of investigation (including but not limited to sampling, testing, and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas) imposed upon or incurred by or asserted against any Indemnified Parties, and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any presence of any Hazardous Substances in, on, above, or under the Property; (b) any past, present or threatened Release of Hazardous Substances in, on, above, under or from the Property; (c) any activity by Borrower, any Person affiliated with Borrower or any tenant or other user of the Property in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from the Property of any Hazardous Substances at any tine located in, under, on or above the Property; (d) any activity by Borrower, any Person affiliated with Borrower or any tenant or other user of the Property in connection with any actual or proposed Remediation of any Hazardous Substances at any time located in, under, on or above the Property, whether or not such Remediation is voluntary or pursuant to court or administrative order, including but not limited to any removal, remedial or corrective action; (e) any past or present non-compliance or violations of any Environmental Laws (or permits issued pursuant to any Environmental Law) in connection with the Property or operations thereon, including but not limited to any failure by Borrower, any Affiliate of Borrower or any tenant or other user of the Property to comply with any order of any Governmental Authority in connection with any Environmental Laws; (f) the imposition, recording or filing of any Environmental Lien encumbering the Property; (g) any administrative processes or proceedings or judicial proceedings in any way connected with any matter addressed in Article 8 and this SECTION Section 9.4; (h) any past, present or threatened injury to, destruction of or loss of natural resources in any way connected with the Property, including but not limited to costs to investigate and assess such injury, destruction or loss; (i) any acts of Borrower or other users of the Property in arranging for disposal or treatment, or arranging with a transporter for transport for disposal or treatment, of Hazardous Substances owned or possessed by such Borrower or other users, at any facility or incineration vessel owned or operated by another Person and containing such or any similar Hazardous Substance; (j) any acts of Borrower or other users of the Property, in accepting any Hazardous Substances Substance for transport to disposal or treatment facilities, incineration vessels or sites selected by Borrower or such other users, from which there is a Release, or a threatened Release of any Hazardous Substance which causes the incurrence of costs for Remediation; (k) any personal injury, wrongful death, or property damage arising under any statutory or common law or tort law theory, including but not limited to damages assessed for the maintenance of a private or public nuisance or for the conducting of an abnormally dangerous activity on or near the Property; and (1) any misrepresentation or inaccuracy in any representation or warranty or material breach or failure to perform any covenants or other obligations pursuant to Article 8. Notwithstanding the foregoing, Borrower shall not be liable under this SECTION 9.4 for any Losses or costs of Remediation to which the Indemnified Parties may become subject to the extent such Losses or costs of Remediation arise by reason of the gross negligence, illegal acts, fraud of willful misconduct of the Indemnified Parties. This indemnity shall survive any termination, satisfaction or foreclosure of this Security Instrument, subject to the provisions of SECTION Section 10.5. Notwithstanding the foregoing, Borrower shall have no liability for any Losses imposed upon or incurred by or asserted against any Indemnified Parties and described in this Section 9.4 to the extent that such Losses arose solely by actions, conditions or events relating to the Hazardous Substances placed in, on, above or under the Property after the date that Lender (or any purchaser at a foreclosure sale) actually acquired title to the Property and were not caused by the direct or indirect actions of Borrower or any officer or director of Borrower or any employee, agent, contractor or Affiliate of Borrower.

Environmental Indemnification. Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all Losses and costs of Remediation (whether or not performed voluntarily), engineers' fees, environmental consultants' fees, and costs of investigation (including but not limited to sampling, testing, and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas) imposed upon or incurred by or asserted against any Indemnified Parties, and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any presence of any Hazardous Substances in, on, above, or under the Property; (b) any past, present or threatened Release of Hazardous Substances in, on, above, under or from the Property; (c) any activity by Borrower, any Person affiliated with Borrower or any tenant or other user of the Property in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from the Property of any Hazardous Substances at any tine located in, under, on or above the Property; (d) any activity by Borrower, any Person affiliated with Borrower or any tenant or other user of the Property in connection with any actual or proposed Remediation of any Hazardous Substances at any time located in, under, on or above the Property, whether or not such Remediation is voluntary or pursuant to court or administrative order, including but not limited to any removal, remedial or corrective action; (e) any past or present non-compliance or violations of any Environmental Laws (or permits issued pursuant to any Environmental Law) in connection with the Property or operations thereon, including but not limited to any failure by Borrower, any Affiliate of Borrower or any tenant or other user of the Property to comply with any order of any Governmental Authority in connection with any Environmental Laws; (f) the imposition, recording or filing of any Environmental Lien encumbering the Property; (g) any administrative processes or proceedings or judicial proceedings in any way connected with any matter addressed in Article 8 and this SECTION 9.4; (h) any past, present or threatened injury to, destruction of or loss of natural resources in any way connected with the Property, including but not limited to costs to investigate and assess such injury, destruction or loss; (i) any acts of Borrower or other users of the Property in arranging for disposal or treatment, or arranging with a transporter for transport for disposal or treatment, of Hazardous Substances owned or possessed by such Borrower or other users, at any facility or incineration vessel owned or operated by another Person and containing such or any similar Hazardous Substance; (j) any acts of Borrower or other users of the Property, in accepting any Hazardous Substances for transport to disposal or treatment facilities, incineration vessels or sites selected by Borrower or such other users, from which there is a Release, or a threatened Release of any Hazardous Substance which causes the incurrence of costs for Remediation; (k) any personal injury, wrongful death, or property damage arising under any statutory or common law or tort law theory, including but not limited to damages assessed for the maintenance of a private or public nuisance or for the conducting of an abnormally dangerous activity on or near the Property; and (1) any misrepresentation or inaccuracy in any representation or warranty or material breach or failure to perform any covenants or other obligations pursuant to Article 8. Notwithstanding the foregoing, Borrower shall not be liable under this SECTION 9.4 for any Losses or costs of Remediation to which the Indemnified Parties may become subject to the extent such Losses or costs of Remediation arise by reason of the gross negligence, illegal acts, fraud of willful misconduct of the Indemnified Parties. This indemnity shall survive any termination, satisfaction or foreclosure of this Security InstrumentMortgage, subject to the provisions of SECTION 10.5.

Environmental Indemnification. Borrower shall, hereby agrees at its Borrower’s sole cost and expenseexpense to protect, protectindemnify, defend, indemnify, release and hold harmless the each Indemnified Parties Party from and against any and all Losses Losses, arising out of, attributable to, relating to, which may accrue out of, or which may result from (1) a past, present or future violation or alleged violation of any Environmental Laws in connection with the Property by any Person or other source whether related or unrelated to Borrower, (2) any claim brought or threatened, settlement reached, or governmental order relating to a Hazardous Material, including the cost and costs expense of Remediation (whether or not performed voluntarily)any Remedial Work, engineers' out of pocket attorney and consultant fees and disbursements, investigation fees, environmental consultants' feescourt cost and litigation expenses, and costs of investigation (including but not limited to sampling, testing, and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas) imposed upon or incurred by or asserted against any Indemnified Parties, and directly or indirectly arising out of or in any way relating to any one or more of the following: (a3) any presence of any Hazardous Substances in, on, above, or under Materials at the Property; , (b4) the failure to timely perform any Remedial Work, (5) any past, present or threatened Release of Hazardous Substances in, on, above, under or from the Property; (c) any future activity by Borrower, any Person affiliated with Borrower or any tenant or other user of the Property source whether related or unrelated to Borrower in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other Releaserelease, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from the Property of any Hazardous Substances Materials at the Property, (6) any tine located past, present or future actual, threatened or alleged Release (whether intentional or unintentional, direct or indirect, foreseeable or unforeseeable) to, from, on, within, in, under, on near or above affecting the Property; (d) Property by any activity by Person or other source, whether related or unrelated to Borrower, any Person affiliated with Borrower or any tenant or other user of the Property in connection with any actual or proposed Remediation of any Hazardous Substances at any time located in, under, on or above the Property, whether or not such Remediation is voluntary or pursuant to court or administrative order, including but not limited to any removal, remedial or corrective action; (e) any past or present non-compliance or violations of any Environmental Laws (or permits issued pursuant to any Environmental Law) in connection with the Property or operations thereon, including but not limited to any failure by Borrower, any Affiliate of Borrower or any tenant or other user of the Property to comply with any order of any Governmental Authority in connection with any Environmental Laws; (f7) the imposition, recording or filing of any Environmental Lien encumbering on the Property; (g) any administrative processes or proceedings or judicial proceedings in any way connected Property with any matter addressed in Article 8 and this SECTION 9.4; (h) any past, present or threatened injury regard to, destruction of or loss of natural resources in as a result of, any way connected with the Property, including but not limited Hazardous Materials or pursuant to costs to investigate and assess such injury, destruction or loss; (i) any acts of Borrower or other users of the Property in arranging for disposal or treatmentEnvironmental Law, or arranging with a transporter for transport for disposal or treatment, of Hazardous Substances owned or possessed by such Borrower or other users, at any facility or incineration vessel owned or operated by another Person and containing such or any similar Hazardous Substance; (j) any acts of Borrower or other users of the Property, in accepting any Hazardous Substances for transport to disposal or treatment facilities, incineration vessels or sites selected by Borrower or such other users, from which there is a Release, or a threatened Release of any Hazardous Substance which causes the incurrence of costs for Remediation; (k) any personal injury, wrongful death, or property damage arising under any statutory or common law or tort law theory, including but not limited to damages assessed for the maintenance of a private or public nuisance or for the conducting of an abnormally dangerous activity on or near the Property; and (1) 8) any misrepresentation or inaccuracy in any representation or warranty or material breach or failure to perform any covenants or other obligations pursuant to Article 8this Agreement relating to environmental matters hereunder or under any of the other Loan Documents. Notwithstanding Consolidation Modification Extension and SpreaderAgreement EXH-C Page 30 The foregoing indemnity shall (a) survive the foregoingsale, Borrower shall not be liable assignment, transfer, cancellation, release or satisfaction of all or any part of the Mortgage or any of the Secured Obligations, the foreclosure or conveyance in lieu of foreclosure of all or any part of the Property or the exercise by Lender of any of the remedies available under this SECTION 9.4 for the Mortgage, any Losses other Loan Document or costs of Remediation to which the Indemnified Parties may become subject at law or in equity and (b) inure to the extent such Losses or costs benefit of Remediation arise by reason Lender notwithstanding the occurrence of any of the gross negligence, illegal acts, fraud of willful misconduct of the Indemnified Parties. This indemnity shall survive any termination, satisfaction or foreclosure of this Security Instrument, subject to the provisions of SECTION 10.5foregoing events.

Environmental Indemnification. Borrower shall, at its sole ----------------------------- cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all Losses and costs of Remediation (whether or not performed voluntarily), engineers' fees, environmental consultants' fees, and costs of investigation (including but not limited to sampling, testing, and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas) imposed upon or incurred by or asserted against any Indemnified Parties, and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any presence of any Hazardous Substances in, on, above, or under the Property; (b) any past, present or threatened Release of Hazardous Substances in, on, above, under or from the Property; (c) any activity by Borrower, any Person person or entity affiliated with Borrower or any tenant or other user of the Property in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from the Property of any Hazardous Substances at any tine time located in, under, on or above the Property; (d) any activity by Borrower, any Person person or entity affiliated with Borrower or any tenant or other user of the Property in connection with any actual or proposed Remediation of any Hazardous Substances at any time located in, under, on or above the Property, whether or not such Remediation is voluntary or pursuant to court or administrative order, including but not limited to any removal, remedial or corrective action; (e) any past or present non-non- compliance or violations of any Environmental Laws (or permits issued pursuant to any Environmental Law) in connection with the Property or operations thereon, including but not limited to any failure by Borrower, any Affiliate of person or entity affiliated with Borrower or any tenant or other user of the Property to comply with any order of any Governmental Authority governmental authority in connection with any Environmental Laws; (f) the imposition, recording or filing of any Environmental Lien encumbering the Property; (g) any administrative processes or proceedings or judicial proceedings in any way connected with any matter addressed in Article 8 12 and this SECTION 9.4Section 13.4; (h) any past, present or threatened injury to, destruction of or loss of natural resources in any way connected with the Property, including but not limited to costs to investigate and assess such injury, destruction or loss; (i) any acts of Borrower or other users of the Property in arranging for disposal or treatment, or arranging with a transporter for transport for disposal or treatment, of Hazardous Substances owned or possessed by such Borrower or other users, at any facility or incineration vessel owned or operated by another Person person or entity and containing such or any similar Hazardous Substance; (j) any acts of Borrower or other users of the Property, in accepting any Hazardous Substances for transport to disposal or treatment facilities, incineration vessels or sites selected by Borrower or such other users, from which there is a Release, or a threatened Release of any Hazardous Substance which causes the incurrence of costs for Remediation; (k) any personal injury, wrongful death, or property damage arising under any statutory or common law or tort law theory, including but not limited to damages assessed for the maintenance of a private or public nuisance or for the conducting of an abnormally dangerous activity on or near the Property; and (1l) any misrepresentation or inaccuracy in any representation or warranty or material breach or failure to perform any covenants or other obligations pursuant to Article 8. Notwithstanding the foregoing, Borrower shall not be liable under this SECTION 9.4 for any Losses or costs of Remediation to which the Indemnified Parties may become subject to the extent such Losses or costs of Remediation arise by reason of the gross negligence, illegal acts, fraud of willful misconduct of the Indemnified Parties12. This indemnity shall survive any termination, satisfaction or foreclosure of this Security Instrument. Notwithstanding the foregoing, subject however, the indemnity under this Section 13.4 shall not apply for Losses and costs of Remediation, the underlying causes of which (i) did not directly or indirectly result from the acts or omissions of Borrower and (ii) arose after Borrower has been divested of title to the provisions relevant Individual Property by reason of SECTION 10.5foreclosure, deed in lieu of foreclosure, or assignment of lease in lieu of foreclosure.

Environmental Indemnification. Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all actual Losses and costs of Remediation (whether or not performed voluntarily), engineers' fees, environmental consultants' fees, and costs of investigation (including including, but not limited to sampling, testing, testing and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas) imposed upon or incurred by or asserted against any Indemnified Parties, and directly or indirectly arising out of or in any way relating to any one or more of the following, unless caused by the gross negligence, fraud, illegal acts or willful misconduct of any Indemnified Party: (a) any presence of any Hazardous Substances in, on, above, above or under the Property; (b) any past, present or threatened Release of Hazardous Substances in, on, above, under or from the Property; (c) any activity by Borrower, any Person person or entity affiliated with Borrower or any tenant or other user users of the Property in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from the Property of any Hazardous Substances at any tine time located in, under, on or above the Property; (d) any activity by Borrower, any Person person or entity affiliated with Borrower or any tenant or other user users of the Property in connection with any actual or proposed Remediation of any Hazardous Substances at any time located in, under, on or above the Property, whether or not such Remediation is voluntary or pursuant to court or administrative order, including including, but not limited to any removal, remedial or corrective action; (e) any past past, present or present non-compliance or threatened violations of any Environmental Laws (or permits issued pursuant to any Environmental Law) in connection with the Property or o operations thereon, including including, but not limited to any failure by Borrower, any Affiliate of person or entity affiliated with Borrower or any tenant or other user users of the Property to comply with any order of any Governmental Authority governmental authority in connection with any Environmental Laws; (f) the imposition, recording or filing of any Environmental Lien encumbering the Property; (g) any administrative processes or proceedings or judicial proceedings in any way connected with any matter addressed in Article 8 12 and this SECTION 9.4Section 13.4; (h) any past, present or threatened injury to, destruction of or loss of natural resources in any way connected with the Property, including including, but not limited to costs to investigate and assess such injury, destruction or loss; (i) any acts of Borrower or other users of the Property (except if said user was employed by, or under the control of, Lender) in arranging for disposal or treatment, or arranging with a transporter for transport for disposal or treatment, of Hazardous Substances owned or possessed by such Borrower or other users, at any facility or incineration vessel owned or operated by another Person person or entity and containing such or any similar Hazardous Substance; (j) any acts of Borrower or other users of the PropertyProperty (except if said user was employed by, or under the control of, Lender), in accepting any Hazardous Substances for transport to disposal or treatment facilities, incineration vessels or sites selected by Borrower or such other users, from which there is a Release, or a threatened Release of any Hazardous Substance which causes the incurrence of costs for Remediation; (k) any personal injury, wrongful death, or property damage caused by Hazardous Substances in, on, or under the Property arising under any statutory or common law or tort law theory, including including, but not limited to damages assessed for the maintenance of a private or public nuisance or for the conducting of an abnormally dangerous activity on or near the Property; and (1l) any intentional misrepresentation or inaccuracy in any representation or warranty or material breach or failure to perform any covenants or other obligations pursuant to Article 812. Notwithstanding the foregoingprovisions of Section 13.4(a) to the contrary, the liabilities and obligations of Borrower hereunder shall not be liable under this SECTION 9.4 for any Losses or costs of Remediation to which the Indemnified Parties may become subject apply to the extent that Borrower can prove that such Losses liabilities and obligations arose solely from Hazardous Substances that: (1) were not Released on any Property prior to the date that Lender or costs its nominee acquired title to the Property, whether by foreclosure, exercise of Remediation arise power of sale or otherwise and (2) were not Released as the result of any act or negligence of Borrower or any of Borrower's affiliates, agents or contractors. An environmental audit prepared by reason an environmental consultant reasonably acceptable to Lender dated the date of Lender's acquisition of title to the Property whether by foreclosure, exercise of power of sale or otherwise shall be acceptable evidence for the purpose of the gross negligence, illegal acts, fraud of willful misconduct of the Indemnified Parties. This indemnity shall survive any termination, satisfaction or foreclosure of this Security Instrument, subject to the provisions of SECTION 10.5immediately preceding sentence.

Environmental Indemnification. Borrower SPTBROOK shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all Losses and costs of Remediation remediation (whether or not performed voluntarily), engineers' fees, environmental consultants' fees, and costs of investigation (including including, but not limited to sampling, testing, testing and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas) imposed upon or incurred by or asserted against any Indemnified Parties, and directly or indirectly arising out of or in any way relating to any one or more of the following, unless caused by the gross negligence or willful misconduct of any Indemnified Party: (a) any presence of any Hazardous Substances Materials in, on, above, above or under the Property; (b) any past, present or threatened Release of Hazardous Substances Materials in, on, above, under or from the Property; (c) any 39 activity by BorrowerSPTBROOK, any Person person affiliated with Borrower SPTBROOK or any tenant Tenant or other user of the Property in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from the Property of any Hazardous Substances Materials at any tine time located in, under, on or above the Property; (d) any activity by BorrowerSPTBROOK, any Person person affiliated with Borrower SPTBROOK or any tenant Tenant or other user of the Property in connection with any actual or proposed Remediation of any Hazardous Substances Materials at any time located in, under, on or above the Property, whether or not such Remediation remediation is voluntary or pursuant to court or administrative order, including including, but not limited to any removal, remedial or corrective action; (e) any past past, present or present non-compliance or threatened violations of any Environmental Laws (or permits issued pursuant to any Environmental Law) in connection with the Property or operations thereon, including including, but not limited to any failure by BorrowerSPTBROOK, any Affiliate of Borrower person affiliated with SPTBROOK or any tenant Tenant or other user of the Property to comply with any order of any Governmental Authority governmental authority in connection with any Environmental Laws; (f) the imposition, recording or filing of any Environmental Lien encumbering the Property; (g) any administrative processes or proceedings or judicial proceedings in any way connected with any matter addressed in Article 8 11 and this SECTION 9.4Section 12.3; (h) any past, present or threatened injury to, destruction of or loss of natural resources in any way connected with the Property, including including, but not limited to costs to investigate and assess such injury, destruction or loss; (i) any acts of Borrower SPTBROOK, any affiliate of SPTBROOK or any Tenant or other users user of the Property in arranging for disposal or treatment, or arranging with a transporter for transport for disposal or treatment, of Hazardous Substances Materials owned or possessed by such Borrower SPTBROOK, any affiliate of SPTBROOK or any Tenant or other usersuser, at any facility or incineration vessel owned or operated by another Person person and containing such or any similar Hazardous SubstanceMaterial; (j) any acts of Borrower SPTBROOK, any affiliate of SPTBROOK or any Tenant or other users user of the Property, in accepting any Hazardous Substances Materials for transport to disposal or treatment facilities, incineration vessels or sites selected by Borrower SPTBROOK or such other users, from which there is a Release, or a threatened Release of any Hazardous Substance Material which causes the incurrence of costs for Remediationremediation; (k) any personal injury, wrongful death, or property damage caused by Hazardous Materials arising under any statutory or common law or tort law theory, including including, but not limited to to, damages assessed for the maintenance of a private or public nuisance or for the conducting of an abnormally dangerous activity on or near the Property; and (1l) any intentional misrepresentation or inaccuracy in any representation or warranty or material breach or failure to perform any covenants or other obligations pursuant to Article 8. Notwithstanding the foregoing, Borrower shall not be liable under this SECTION 9.4 for any Losses or costs of Remediation to which the Indemnified Parties may become subject to the extent such Losses or costs of Remediation arise by reason of the gross negligence, illegal acts, fraud of willful misconduct of the Indemnified Parties. This indemnity shall survive any termination, satisfaction or foreclosure of this Security Instrument, subject to the provisions of SECTION 10.511.

Environmental Indemnification. Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all Losses and costs of Remediation (whether or not performed voluntarily), engineers' fees, environmental consultants' fees, and costs of investigation (including but not limited to sampling, testing, and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas) imposed upon or incurred by or asserted against any Indemnified Parties, and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any presence of any Hazardous Substances in, on, above, or under the Property; (b) any past, present or threatened Release of Hazardous Substances in, on, above, under or from the Property; (c) any activity by Borrower, any Person affiliated with Borrower or any tenant or other user of the Property in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from the Property of any Hazardous Substances at any tine located in, under, on or above the Property; (d) any activity by Borrower, any Person affiliated with Borrower or any tenant or other user of the Property in connection with any actual or proposed Remediation of any Hazardous Substances at any time located in, under, on or above the Property, whether or not such Remediation is voluntary or pursuant to court or administrative order, including but not limited to any removal, remedial or corrective action; (e) any past or present non-compliance or violations of any Environmental Laws (or permits issued pursuant to any Environmental Law) in connection with the Property or operations thereon, including but not limited to any failure by Borrower, any Affiliate of Borrower or any tenant or other user of the Property to comply with any order of any Governmental Authority in connection with any Environmental Laws; (f) the imposition, recording or filing of any Environmental Lien encumbering the Property; (g) any administrative processes or proceedings or judicial proceedings in any way connected with any matter addressed in Article 8 and this SECTION Section 9.4; (h) any past, present or threatened injury to, destruction of or loss of natural resources in any way connected with the Property, including but not limited to costs to investigate and assess such injury, destruction or loss; (i) any acts of Borrower or other users of the Property in arranging for disposal or treatment, or arranging with a transporter for transport for disposal or treatment, of Hazardous Substances owned or possessed by such Borrower or other users, at any facility or incineration vessel owned or operated by another Person and containing such or any similar Hazardous Substance; (j) any acts of Borrower or other users of the Property, in accepting any Hazardous Substances for transport to disposal or treatment facilities, incineration vessels or sites selected by Borrower or such other users, from which there is a Release, or a threatened Release of any Hazardous Substance which causes the incurrence of costs for Remediation; (k) any personal injury, wrongful death, or property damage arising under any statutory or common law or tort law theory, including but not limited to damages assessed for the maintenance of a private or public nuisance or for the conducting of an abnormally dangerous activity on or near the Property; and (1) any misrepresentation or inaccuracy in any representation or warranty or material breach or failure to perform any covenants or other obligations pursuant to Article 8. Notwithstanding the foregoing, Borrower shall not be liable under this SECTION Section 9.4 for any Losses or costs of Remediation to which the Indemnified Parties may become subject to the extent such Losses or costs of Remediation arise by reason of the gross negligence, illegal acts, fraud of or willful misconduct of the Indemnified PartiesParties or Losses resulting from acts or omissions arising after a completed foreclosure of the Property or acceptance by Lender of a deed in lieu of foreclosure. This indemnity shall survive any termination, satisfaction or foreclosure of this Security InstrumentMortgage, subject to the provisions of SECTION Section 10.5.

Environmental Indemnification. Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all Losses and costs of Remediation (whether or not performed voluntarily), engineers' ’ fees, environmental consultants' ’ fees, and costs of investigation (including but not limited to sampling, testing, and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas) imposed upon or incurred by or asserted against any Indemnified Parties, and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any presence of any Hazardous Substances in, on, above, or under the Property; (b) any past, present or threatened Release of Hazardous Substances in, on, above, under or from the Property; (c) any activity by Borrower, any Person affiliated with Borrower or any tenant or other user of the Property in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from the Property of any Hazardous Substances at any tine time located in, under, on or above the Property; (d) any activity by Borrower, any Person affiliated with Borrower or any tenant or other user of the Property in connection with any actual or proposed Remediation of any Hazardous Substances at any time located in, under, on or above the Property, whether or not such Remediation is voluntary or pursuant to court or administrative order, including but not limited to any removal, remedial or corrective action; (e) any past or present non-compliance or violations of any Environmental Laws (or permits issued pursuant to any Environmental Law) in connection with the Property or operations thereon, including but not limited to any failure by Borrower, any Affiliate of Borrower or any tenant or other user of the Property to comply with any order of any Governmental Authority in connection with any Environmental Laws; (f) the imposition, recording or filing of any Environmental Lien encumbering the Property; (g) any administrative processes or proceedings or judicial proceedings in any way connected with any matter addressed in Article 8 and this SECTION Section 9.4; (h) any past, present or threatened injury to, destruction of or loss of natural resources in any way connected with the Property, including but not limited to costs to investigate and assess such injury, destruction or loss; (i) any acts of Borrower or other users of the Property in arranging for disposal or treatment, or arranging with a transporter for transport for disposal or treatment, of Hazardous Substances owned or possessed by such Borrower or other users, at any facility or incineration vessel owned or operated by another Person and containing such or any similar Hazardous Substance; (j) any acts of Borrower or other users of the Property, in accepting any Hazardous Substances for transport to disposal or treatment facilities, incineration vessels or sites selected by Borrower or such other users, from which there is a Release, or a threatened Release of any Hazardous Substance which causes the incurrence of costs for Remediation; (k) any personal injury, wrongful death, or property damage arising under any statutory or common law or tort law theory, including but not limited to damages assessed for the maintenance of a private or public nuisance or for the conducting of an abnormally dangerous activity on or near the Property; and (1) any misrepresentation or inaccuracy in any representation or warranty or material breach or failure to perform any covenants or other obligations pursuant to Article 8. Notwithstanding the foregoing, Borrower shall not be liable under this SECTION Section 9.4 for any Losses or costs of Remediation to which the Indemnified Parties may become subject to the extent such Losses or costs of Remediation arise by reason of the gross negligence, illegal acts, fraud of or willful misconduct of the Indemnified PartiesParties or Losses resulting from acts or omissions arising after a completed foreclosure of the Property or acceptance by Lender of a deed in lieu of foreclosure. This indemnity shall survive any termination, satisfaction or foreclosure of this Security Instrument, subject to the provisions of SECTION Section 10.5.

Environmental Indemnification. Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all Losses and costs of Remediation (whether or not performed voluntarily), engineers' fees, environmental consultants' fees, and costs of investigation (including but not limited to sampling, testing, and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gasas hereinafter defined) imposed upon or incurred by or asserted against any Indemnified PartiesParties (other than those arising solely from a state of facts that first came into existence after Lender acquired title to the Property through foreclosure or a deed in lieu thereof), and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any presence of any Hazardous Substances (as hereinafter defined) in, on, above, or under the Property; (b) any past, present or threatened future Release (as hereinafter defined) of Hazardous Substances in, on, above, under or from the Property; (c) any activity by Borrower, any Person person or entity affiliated with Borrower or Borrower, and any tenant or other user of the Property in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from the Property of any Hazardous Substances at any tine time located in, under, on or above the Property; (d) any activity by Borrower, any Person person or entity affiliated with Borrower or Borrower, and any tenant or other user of the Property in connection with any actual or proposed Remediation (as hereinafter defined) of any Hazardous Substances at any time located in, under, on or above the Property, whether or not such Remediation is voluntary or pursuant to court or administrative order, including but not limited to any removal, remedial or corrective action; (e) any past past, present or present threatened non-compliance or violations of any Environmental Laws Law (as hereinafter defined) (or permits issued pursuant to any Environmental Law) in connection with the Property or operations operations, thereon, including but not limited to any failure by Borrower, any Affiliate of Borrower person or entity affiliated with Borrower, and any tenant or other user of the Property to comply with any order of any Governmental Authority governmental authority in connection with any Environmental Laws; (f) the imposition, recording or filing or the future imposition, recording or filing of any Environmental Lien (as hereinafter defined) encumbering the Property; (g) any administrative processes or proceedings or judicial proceedings in any way connected with any matter addressed in Article 8 and this SECTION 9.4Section 11.2; (h) any past, present or threatened injury to, destruction of or loss of natural resources in any way connected with the Property, including but not limited to costs to investigate and assess such injury, destruction or loss; (i) any acts of Borrower or other users of the Property in arranging for disposal or treatment, or arranging with a transporter for transport for disposal or treatment, of Hazardous Substances owned or possessed by such Borrower or other users, at any facility or incineration vessel owned or operated by another Person and containing such or any similar Hazardous Substance; (j) any acts of Borrower or other users of the Property, in accepting any Hazardous Substances for transport to disposal or treatment facilities, incineration vessels or sites selected by Borrower or such other users, from which there is a Release, or a threatened Release of any Hazardous Substance which causes the incurrence of costs for Remediation; (k) any personal injury, wrongful death, or property damage arising under any statutory or common law or tort law theory, including but not limited to damages assessed for the maintenance of a private or public nuisance or for the conducting of an abnormally dangerous activity on or near the Property; and (1) any misrepresentation or inaccuracy in any representation or warranty or material breach or failure to perform any covenants or other obligations pursuant to Article 8. Notwithstanding under the foregoing, Environmental Indemnity of even date executed by Borrower shall not be liable under this SECTION 9.4 for and Indemnitor; and (i) any Losses or costs of Remediation to which the Indemnified Parties may become subject to the extent such Losses or costs of Remediation arise by reason diminution in value of the gross negligence, illegal acts, fraud of willful misconduct of the Indemnified Parties. This indemnity shall survive Property in any termination, satisfaction way connected with any occurrence or foreclosure of other matter referred to in this Security Instrument, subject to the provisions of SECTION 10.5Section 11.2.

Environmental Indemnification. Borrower shall(a) Defend, at its sole cost and expense, protect, defend, indemnify, release indemnify and hold harmless the Indemnified Parties Bank and its respective affiliates, and the directors, officers, employees, agents, attorneys, consultants and advisors of or to any of the foregoing (each of the foregoing being "Indemnitee") from and against any and all Losses and costs of Remediation (whether or not performed voluntarily), engineers' fees, environmental consultants' fees, and costs of investigation (including but not limited to sampling, testing, and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas) imposed upon or incurred by or asserted against any Indemnified Parties, and directly or indirectly arising out of or in any way relating to any one or more of the following: against; (a) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Borrower involving any presence of the Property, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Hazardous Substances in, Release of Contaminants on, above, upon or under the Propertyinto such property or any contiguous real estate; (b) any pastcosts or liabilities incurred in connection with the investigation, removal, cleanup and/or remediation of any Contaminant present or threatened Release arising out of Hazardous Substances in, on, above, under or from the Propertyoperations of any Loan of the Borrower; (c) any activity by Borrower, any Person affiliated with Borrower costs or any tenant or other user of the Property in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from the Property of any Hazardous Substances at any tine located in, under, on or above the Property; (d) any activity by Borrower, any Person affiliated with Borrower or any tenant or other user of the Property in connection with any actual or proposed Remediation of any Hazardous Substances at any time located in, under, on or above the Property, whether or not such Remediation is voluntary or pursuant to court or administrative order, including but not limited to any removal, remedial or corrective action; (e) any past or present non-compliance or violations of any Environmental Laws (or permits issued pursuant to any Environmental Law) in connection with the Property or operations thereon, including but not limited to any failure by Borrower, any Affiliate of Borrower or any tenant or other user of the Property to comply with any order of any Governmental Authority liabilities incurred in connection with any Environmental LawsLien; (d) an costs or liabilities incurred in connection with any other matter affecting any Loan pursuant to Environmental Laws and any applicable property transfer laws, whether, with respect to any of the foregoing, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Borrower, or the owner, lessee or operator of any Loan of the Borrower by virtue of foreclosure, except, with respect to any of the foregoing referred to in clauses (a), (b), (c) and (d), to the extent incurred following (1) enforcement by the Bank of its interests under the Security Documents, or (2) the Bank having become the successor in interest to the Borrower, attributable solely to acts of the Bank, (e) the making of any assignments of or participations in the Loan, or (f) the imposition, recording use or filing intended use of the proceeds of the Loan or in connection with any investigation of any Environmental Lien encumbering potential matter covered hereby (collectively, the Property"Indemnified Matters"); provided, that the Borrower shall not have any obligation under this Section to any Indemnitee with respect to any Indemnified Matter caused by or resulting from the gross negligence or wilful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. (gb) The Bank agrees that in the event that any administrative processes such investigation, litigation or proceedings proceeding set forth in sub-section a) above is asserted or judicial proceedings threatened in writing or instituted against it or any other Indemnitee, or any remedial, removal or response action is requested of it or any of its officers, directors, agents and employees, for which any Indemnitee may desire indemnity or defence hereunder, such Indemnitee shall promptly notify the Borrower in writing. (c) The Borrower, at the request of any Indemnitee, shall have the obligation to defend against such investigation, litigation or proceeding or requested remedial, removal or response action. In the event that such Indemnitee requests the Borrower to defend against such investigation, litigation or proceeding or requested remedial, removal or response action, the Borrower shall promptly do so with legal counsel of the Borrower's choice reasonably acceptable to the Bank, and such Indemnitee shall have the right to participate in such defence. If however there is a conflict of interest between the Bank and the Borrower, then the Bank shall be entitled, for the cost of the Borrower, to appoint legal counsel of its choice. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation or proceeding or requested remedial, removal or response action shall vitiate or in any way connected with any matter addressed in Article 8 impair the Borrower's obligation hereunder to indemnify and this SECTION 9.4; hold harmless such Indemnitee. (hd) any past, present or threatened injury to, destruction of or loss of natural resources in any way connected with The Borrower shall give the Property, including but not limited to costs to investigate and assess such injury, destruction or loss; (i) any acts of Borrower or other users of the Property in arranging for disposal or treatment, or arranging with a transporter for transport for disposal or treatment, of Hazardous Substances owned or possessed by such Borrower or other users, at any facility or incineration vessel owned or operated by another Person and containing such or any similar Hazardous Substance; (j) any acts of Borrower or other users of the Property, in accepting any Hazardous Substances for transport to disposal or treatment facilities, incineration vessels or sites selected by Borrower or such other users, from which there is a Release, or a threatened Release Bank reasonable prior notice of any Hazardous Substance which causes proposed settlement, compromise or similar disposition by the incurrence Borrower of costs for Remediation; (k) any personal injuryinvestigation, wrongful death, litigation or property damage arising under any statutory or common law or tort law theory, including but not limited to damages assessed for the maintenance of a private or public nuisance or for the conducting of an abnormally dangerous activity on or near the Property; and (1) any misrepresentation or inaccuracy in any representation or warranty or material breach or failure to perform any covenants or other obligations proceeding pursuant to Article 8. Notwithstanding the foregoing, Borrower shall not be liable under this SECTION 9.4 for any Losses or costs of Remediation to which the Indemnified Parties may become subject Borrower has an obligation to the extent such Losses or costs defend, and take reasonable and due cognisance of Remediation arise by reason any of the gross negligence, illegal acts, fraud of willful misconduct Bank's views. (e) The obligations of the Indemnified Parties. This indemnity Borrower under this Section 15.12 shall survive any termination, satisfaction or foreclosure the repayment of this Security Instrument, subject to the provisions of SECTION 10.5Loan.

Environmental Indemnification. Borrower shall, hereby agrees at its Borrower’s sole cost and expenseexpense to protect, protectindemnify, defend, indemnify, release and hold harmless the each Indemnified Parties Party from and against any and all Losses Losses, arising out of, attributable to, relating to, which may accrue out of, or which may result from (1) a past, present or future violation or alleged violation of any Environmental Laws in connection with the Property by any Person or other source whether related or unrelated to Borrower, (2) any claim brought or threatened, settlement reached, or governmental order relating to a Hazardous Material, including the cost and costs expense of Remediation (whether or not performed voluntarily)any Remedial Work, engineers' out of pocket attorney and consultant fees and disbursements, investigation fees, environmental consultants' feescourt cost and litigation expenses, and costs of investigation (including but not limited to sampling, testing, and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas) imposed upon or incurred by or asserted against any Indemnified Parties, and directly or indirectly arising out of or in any way relating to any one or more of the following: (a3) any presence of any Hazardous Substances in, on, above, or under Materials at the Property; , (b4) the failure to timely perform any Remedial Work, (5) any past, present or threatened Release of Hazardous Substances in, on, above, under or from the Property; (c) any future activity by Borrower, any Person affiliated with Borrower or any tenant or other user of the Property source whether related or unrelated to Borrower in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other Releaserelease, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from the Property of any Hazardous Substances Materials at the Property, (6) any tine located past, present or future actual, threatened or alleged Release (whether intentional or unintentional, direct or indirect, foreseeable or unforeseeable) to, from, on, within, in, under, on near or above affecting the Property; (d) Property by any activity by Person or other source, whether related or unrelated to Borrower, any Person affiliated with Borrower or any tenant or other user of the Property in connection with any actual or proposed Remediation of any Hazardous Substances at any time located in, under, on or above the Property, whether or not such Remediation is voluntary or pursuant to court or administrative order, including but not limited to any removal, remedial or corrective action; (e) any past or present non-compliance or violations of any Environmental Laws (or permits issued pursuant to any Environmental Law) in connection with the Property or operations thereon, including but not limited to any failure by Borrower, any Affiliate of Borrower or any tenant or other user of the Property to comply with any order of any Governmental Authority in connection with any Environmental Laws; (f7) the imposition, recording or filing of any Environmental Lien encumbering on the Property; (g) any administrative processes or proceedings or judicial proceedings in any way connected Property with any matter addressed in Article 8 and this SECTION 9.4; (h) any past, present or threatened injury regard to, destruction of or loss of natural resources in as a result of, any way connected with the Property, including but not limited Hazardous Materials or pursuant to costs to investigate and assess such injury, destruction or loss; (i) any acts of Borrower or other users of the Property in arranging for disposal or treatmentEnvironmental Law, or arranging with a transporter for transport for disposal or treatment, of Hazardous Substances owned or possessed by such Borrower or other users, at any facility or incineration vessel owned or operated by another Person and containing such or any similar Hazardous Substance; (j) any acts of Borrower or other users of the Property, in accepting any Hazardous Substances for transport to disposal or treatment facilities, incineration vessels or sites selected by Borrower or such other users, from which there is a Release, or a threatened Release of any Hazardous Substance which causes the incurrence of costs for Remediation; (k) any personal injury, wrongful death, or property damage arising under any statutory or common law or tort law theory, including but not limited to damages assessed for the maintenance of a private or public nuisance or for the conducting of an abnormally dangerous activity on or near the Property; and (1) 8) any misrepresentation or inaccuracy in any representation or warranty or material breach or failure to perform any covenants or other obligations pursuant to Article 8this Agreement or relating to environmental matters hereunder or under any of the other Loan Documents. Notwithstanding The foregoing indemnity shall (a) survive the foregoingsale, Borrower shall not be liable assignment, transfer, cancellation, release or satisfaction of all or any part of the Mortgage or any of the Secured Obligations, the foreclosure or conveyance in lieu of foreclosure of all or any part of the Property or the exercise by Lender of any of the remedies available under this SECTION 9.4 for the Mortgage, any Losses other Loan Document or costs of Remediation to which the Indemnified Parties may become subject at law or in equity and (b) inure to the extent such Losses or costs benefit of Remediation arise by reason Lender notwithstanding the occurrence of any of the gross negligence, illegal acts, fraud of willful misconduct of the Indemnified Parties. This indemnity shall survive any termination, satisfaction or foreclosure of this Security Instrument, subject to the provisions of SECTION 10.5foregoing events.

Environmental Indemnification. Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all Losses and costs of Remediation (whether or not performed voluntarily), engineers' fees, environmental consultants' fees, and costs of investigation (including but not limited to sampling, testing, and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas) imposed upon or incurred by or asserted against any Indemnified Parties, and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any presence of any Hazardous Substances in, on, above, or under the Property; (b) any past, present or threatened Release of Hazardous Substances in, on, above, under or from the Property; (c) any activity by Borrower, any Person person or entity affiliated with Borrower or any tenant or other user of the Property in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from the Property of any Hazardous Substances at any tine time located in, under, on or above the Property; (d) any activity by Borrower, any Person person or entity affiliated with Borrower or any tenant or other user of the Property in connection with any actual or proposed Remediation of any Hazardous Substances at any time located in, under, on or above the Property, whether or not such Remediation is voluntary or pursuant to court or administrative order, including but not limited to any removal, remedial or corrective action; (e) any past past, present or present threatened non-compliance or violations of any Environmental Laws (or permits issued pursuant to any Environmental Law) in connection with the Property or operations thereon, including but not limited to any failure by Borrower, any Affiliate of person or entity affiliated with Borrower or any tenant or other user of the Property to comply with any order of any Governmental Authority governmental authority in connection with any Environmental Laws; (f) the imposition, recording or filing or the threatened imposition, recording or filing of any Environmental Lien encumbering the Property; (g) any administrative processes or proceedings or judicial proceedings in any way connected with any matter addressed in Article 8 12 and this SECTION 9.4Section 13.4; (h) any past, present or threatened injury to, destruction of or loss of natural resources in any way connected with the Property, including but not limited to costs to investigate and assess such injury, destruction or loss; (i) any acts of Borrower or other users of the Property in arranging for disposal or treatment, or arranging with a transporter for transport for disposal or treatment, of Hazardous Substances owned or possessed by such Borrower or other users, at any facility or incineration vessel owned or operated by another Person person or entity and containing such or any similar Hazardous SubstanceSubstances; (j) any acts of Borrower or other users of the Property, in accepting any Hazardous Substances for transport to disposal or treatment facilities, incineration vessels or sites selected by Borrower or such other users, from which there is a Release, or a threatened Release of any Hazardous Substance which causes the incurrence of costs for Remediation; (k) any personal injury, wrongful death, or property damage arising under any statutory or common law or tort law theory, including but not limited to damages assessed for the maintenance of a private or public nuisance or for the conducting of an abnormally dangerous activity on or near the Property; and (1l) any misrepresentation or inaccuracy in any representation or warranty or material breach or failure to perform any covenants or other obligations pursuant to Article 8. Notwithstanding the foregoing, Borrower shall not be liable under this SECTION 9.4 for any Losses or costs of Remediation to which the Indemnified Parties may become subject to the extent such Losses or costs of Remediation arise by reason of the gross negligence, illegal acts, fraud of willful misconduct of the Indemnified Parties. This indemnity shall survive any termination, satisfaction or foreclosure of this Security Instrument, subject to the provisions of SECTION 10.512.

Environmental Indemnification. Borrower shallIn addition to the indemnifications hereunder and under any other Loan Documents, at its sole cost the Loan Parties, jointly and expenseseverally, protect, defend, shall indemnify, release protect and hold each Indemnified Person harmless the Indemnified Parties from and against any and all Losses liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, proceedings, costs, expenses (including, in the absence of a continuing Event of Default, reasonable fees and costs expenses of Remediation (whether one counsel to all Indemnified Persons taken as a whole except in the case of an actual or not performed voluntarily)perceived conflict of interest where the party affected by such conflict notifies the Borrower that such a conflict exists and retains its own counsel, engineers' feesby another firm of counsel for such affected party and, environmental consultants' feesupon the occurrence and during the continuance of an Event of Default, reasonable fees and costs expenses of investigation (including but not limited all counsel to sampling, testing, the Administrative Agent and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas) imposed upon or incurred by or asserted against any Indemnified Parties, and directly or indirectly arising out of or in any way relating counsel to any one or more of the following: (a) any presence of any Hazardous Substances in, on, above, or under the Property; (b) any past, present or threatened Release of Hazardous Substances in, on, above, under or from the Property; (c) any activity by Borrower, any Person affiliated with Borrower or any tenant or other user of the Property in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from the Property of any Hazardous Substances at any tine located in, under, on or above the Property; (d) any activity by Borrower, any Person affiliated with Borrower or any tenant or other user of the Property in connection with any actual or proposed Remediation of any Hazardous Substances at any time located in, under, on or above the PropertyLender, whether or not suit is brought) and disbursements of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against such Remediation is voluntary Indemnified Person, with respect to or pursuant to court as a direct or administrative orderindirect result of the violation by any Loan Party, including but not limited to any removalOpCo Entity, remedial any JV Holdco or corrective action; (e) any past or present non-compliance or violations Secured Joint Venture of any Environmental Laws (Law; or permits issued pursuant with respect to or as a direct or indirect result of any Environmental Law) Loan Party’s, any OpCo Entity’s, any JV Holdco’s or any Secured Joint Venture’s use, generation, manufacture, production, storage, release, threatened release, discharge, disposal or presence in connection with the Property Properties of a hazardous substance including, without limitation, (a) all damages of any such use, generation, manufacture, production, storage, release, threatened release, discharge, disposal or operations thereonpresence, including but not limited or (b) the costs of any reasonably required or necessary environmental investigation, monitoring, repair, cleanup or detoxification and the preparation and implementation of any closure, remedial or other plans (all the foregoing, collectively, the “Indemnified Environmental Liabilities”). The Loan Parties agree to indemnify and hold each Indemnified Person harmless as provided in this Section 13.06, WHETHER OF NOT THE INDEMNIFIED ENVIRONMENTAL LIABILITIES ARISE OUT OF OR AS A RESULT OF ANY INDEMNIFIED PERSON’S NEGLIGENCE IN WHOLE OR IN PART, INCLUDING, WITHOUT LIMITATION, THOSE INDEMNIFIED ENVIRONMENTAL LIABILITIES WHICH RESULT FROM THE SOLE, JOINT, CONCURRENT, CONTRIBUTORY OR COMPARATIVE NEGLIGENCE OF THE INDEMNIFIED PERSON, OR ANY ONE OR MORE OF THEM, provided, that no Loan Party shall have any obligation hereunder to any failure by Borrower, any Affiliate of Borrower or any tenant or other user of Indemnified Person with respect to Indemnified Environmental Liabilities to the Property to comply with any order of any Governmental Authority in connection with any Environmental Laws; (f) the imposition, recording or filing of any Environmental Lien encumbering the Property; (g) any administrative processes or proceedings or judicial proceedings in any way connected with any matter addressed in Article 8 and this SECTION 9.4; (h) any past, present or threatened injury to, destruction of or loss of natural resources in any way connected with the Property, including but not limited to costs to investigate and assess such injury, destruction or loss; extent same arise from (i) such Indemnified Person’s gross negligence or willful misconduct, (ii) the material breach in bad faith by such Indemnified Person with respect to its obligations under the Loan Documents, or (iii) any acts dispute solely between or among Indemnified Persons (not arising as a result of Borrower any act or omission by a Loan Party or any of its Subsidiaries or Affiliates), other users than claims against Royal Bank of Canada in its capacity as, or fulfilling its role as, the Administrative Agent, an Issuing Lender or as a Collateral Agent, in each case as determined by a final non-appealable judgment rendered by a court of competent jurisdiction; provided, however, no indemnity shall be afforded under this Section 13.06 in respect of any Property for any occurrence arising from a violation of Environmental Law or the presence of a hazardous substance first occurring at a Property after a Loan Party is no longer in possession or control of such Property. The provisions of and undertakings and indemnification set forth in this Section 13.06 shall survive (x) the satisfaction and payment of the Property in arranging for disposal or treatmentObligations and termination of this Agreement, or arranging with a transporter for transport for disposal or treatment, of Hazardous Substances owned or possessed by such Borrower or other users, at any facility or incineration vessel owned or operated by another Person and containing such or any similar Hazardous Substance; (jy) any acts of Borrower or other users of the Property, in accepting any Hazardous Substances for transport to disposal or treatment facilities, incineration vessels or sites selected by Borrower or such other users, from which there is a Release, or a threatened Release release of any Hazardous Substance which causes Liens securing the incurrence Obligations or the extinguishment of costs for Remediation; (k) any personal injury, wrongful death, such Liens by foreclosure or property damage arising under any statutory or common law or tort law theory, including but not limited to damages assessed for the maintenance of a private or public nuisance or for the conducting of an abnormally dangerous activity on or near the Property; and (1) any misrepresentation or inaccuracy action in any representation or warranty or material breach or failure to perform any covenants or other obligations pursuant to Article 8. Notwithstanding the foregoing, Borrower shall not be liable under this SECTION 9.4 for any Losses or costs of Remediation to which the Indemnified Parties may become subject to the extent such Losses or costs of Remediation arise by reason of the gross negligence, illegal acts, fraud of willful misconduct of the Indemnified Parties. This indemnity shall survive any termination, satisfaction or foreclosure of this Security Instrument, subject to the provisions of SECTION 10.5lieu thereof.

Environmental Indemnification. Borrower shallThe Company will at all times, both ------------------------------------- before and after repayment of the Company Revolving Credit Loans, at its sole cost and expense, protect, defend, expense indemnify, release exonerate and hold save harmless the Indemnified Parties from and against any Bank and all Losses those claiming by, through or under the Bank (collectively, an "Indemnified Party") ----------------- against and costs from all damages, losses, liabilities, obligations, penalties, claims, litigation, demands, defenses, judgments, suits, proceedings, costs, disbursements or expenses of Remediation any kind whatsoever, including, without limitation, reasonable attorneys' fees and experts' fees and disbursements, which may at any time (whether including, without limitation, before or not performed voluntarily)after discharge or foreclosure of the Bank's mortgages or leasehold mortgages or deeds of trust or any other instrument now or hereafter constituting a Company Security Document) be imposed upon, engineers' fees, environmental consultants' fees, and costs of investigation (including but not limited to sampling, testing, and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas) imposed upon or incurred by or asserted or awarded against any an Indemnified Parties, Party and directly arising from or indirectly arising out of or in any way relating to any one or more of the following: of: (a) any presence liability for damage to person or property - arising out of any Hazardous Substances in, Materials released on, aboveupon, under, into or under about any property at any time owned, leased or operated by the Property; Company or any of its Subsidiaries (including, without limitation, with respect to any condition or circumstance which existed on any such property prior to or as of the time the Company or any of its Subsidiaries first acquired, leased or occupied the same) or (b) any past, present or threatened Release of Hazardous Substances in, on, above, under or from the Property; (c) any activity by Borrower, any Person affiliated with Borrower or any tenant or other user of the Property in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from the Property of any Hazardous Substances at any tine located in, under, on or above the Property; (d) any activity by Borrower, any Person affiliated with Borrower or any tenant or other user of the Property in connection with any actual or proposed Remediation of any Hazardous Substances at any time located in, under, on or above the Property, whether or not such Remediation is voluntary or pursuant to court or administrative order, including but not limited to any removal, remedial or corrective action; (e) any past or present non-compliance or violations violation of any Environmental Laws by the Company or any of its - Affiliates (or permits issued pursuant to any Environmental Law) in connection with the Property or operations thereon, including but not limited to any failure by Borrower, case of any Affiliate of Borrower or the Company, to the extent any tenant or other user of the Property to comply with any order of any Governmental Authority in connection with any Environmental Laws; (f) the imposition, recording or filing of any Environmental Lien encumbering the Property; (g) any administrative processes or proceedings or judicial proceedings such liability is in any way connected with related to the Company), or any matter addressed in Article 8 and contractor, sub- contractor, tenant, occupant or invitee thereof. Notwithstanding any limitation which otherwise might be imposed by any applicable statute of limitations, any cause of action which an Indemnified Party may have against the Company under this SECTION 9.4; (hS)5.9 may be brought against the Company at any time within two (2) any past, present or threatened injury to, destruction of or loss of natural resources in any way connected with the Property, including but not limited to costs to investigate and assess such injury, destruction or loss; (i) any acts of Borrower or other users years ------ following assertion of the Property in arranging claim against the Indemnified Party for disposal which indemnification or treatment, or arranging with a transporter for transport for disposal or treatment, of Hazardous Substances owned or possessed by such Borrower or other users, at any facility or incineration vessel owned or operated by another Person and containing such or any similar Hazardous Substance; exoneration is sought (j) any acts of Borrower or other users of it being understood that the Property, in accepting any Hazardous Substances for transport to disposal or treatment facilities, incineration vessels or sites selected by Borrower or such other users, from which there is a Release, or a threatened Release of any Hazardous Substance which causes the incurrence of costs for Remediation; (k) any personal injury, wrongful death, or property damage arising under any statutory or common law or tort law theory, including but not limited to damages assessed for the maintenance of a private or public nuisance or for the conducting of an abnormally dangerous activity on or near the Property; and (1) any misrepresentation or inaccuracy in any representation or warranty or material breach or failure to perform any covenants or other obligations pursuant to Article 8. Notwithstanding the foregoing, Borrower foregoing shall not be liable under this SECTION 9.4 for require the Bank to bring any Losses claim or costs of Remediation to which the Indemnified Parties may become subject to the extent action within such Losses or costs of Remediation arise by reason of the gross negligence, illegal acts, fraud of willful misconduct of the Indemnified Parties. This indemnity shall survive any termination, satisfaction or foreclosure of this Security Instrument, subject to the provisions of SECTION 10.5two (2) year period if a longer statute applies).

Environmental Indemnification. Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all Losses and costs of Remediation (whether or not performed voluntarily), engineers' fees, environmental consultants' fees, and costs of investigation (including but not limited to sampling, testing, and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gasas hereinafter defined) imposed upon or incurred by or asserted against any Indemnified PartiesParties (other than those arising solely from a state of facts that first came into existence after either (i) conveyance of all of Borrower's interest in the Property in accordance with the provisions of Article 8 hereof or (ii) Lender acquired title to the Property through foreclosure or a deed in lieu thereof), and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any presence of any Hazardous Substances (as hereinafter defined) in, on, above, or under the Property; (b) any past, present or threatened future Release (as hereinafter defined) of Hazardous Substances in, on, above, under or from the Property; (c) any activity by Borrower, any Person person or entity affiliated with Borrower or Borrower, and any tenant or other user of the Property in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from the Property of any Hazardous Substances at any tine time located in, under, on or above the Property; (d) any activity by Borrower, any Person person or entity affiliated with Borrower or Borrower, and any tenant or other user of the Property in connection with any actual or proposed Remediation (as hereinafter defined) of any Hazardous Substances at any time located in, under, on or above the Property, whether or not such Remediation is voluntary or pursuant to court or administrative order, including but not limited to any removal, remedial or corrective action; (e) any past past, present or present threatened non-compliance or violations of any Environmental Laws Law (as hereinafter defined) (or permits issued pursuant to any Environmental Law) in connection with the Property or operations thereon, including but not limited to any failure by Borrower, any Affiliate of Borrower person or entity affiliated with Borrower, and any tenant or other user of the Property to comply with any order of any Governmental Authority governmental authority in connection with any Environmental Laws; (f) the imposition, recording or filing or the future imposition, recording or filing of any Environmental Lien (as hereinafter defined) encumbering the Property; (g) any administrative processes or proceedings or judicial proceedings in any way connected with any matter addressed in Article 8 and this SECTION 9.4; (h) any past, present or threatened injury to, destruction of or loss of natural resources in any way connected with the Property, including but not limited to costs to investigate and assess such injury, destruction or loss; (i) any acts of Borrower or other users of the Property in arranging for disposal or treatment, or arranging with a transporter for transport for disposal or treatment, of Hazardous Substances owned or possessed by such Borrower or other users, at any facility or incineration vessel owned or operated by another Person and containing such or any similar Hazardous Substance; (j) any acts of Borrower or other users of the Property, in accepting any Hazardous Substances for transport to disposal or treatment facilities, incineration vessels or sites selected by Borrower or such other users, from which there is a Release, or a threatened Release of any Hazardous Substance which causes the incurrence of costs for Remediation; (k) any personal injury, wrongful death, or property damage arising under any statutory or common law or tort law theory, including but not limited to damages assessed for the maintenance of a private or public nuisance or for the conducting of an abnormally dangerous activity on or near the PropertySection 11.2; and (1h) any misrepresentation or inaccuracy in any representation or warranty or material breach or failure to perform any covenants or other obligations pursuant to Article 8. Notwithstanding under the foregoing, Environmental Indemnity of even date executed by Borrower shall not be liable under this SECTION 9.4 for any Losses or costs of Remediation to which the Indemnified Parties may become subject to the extent such Losses or costs of Remediation arise by reason of the gross negligence, illegal acts, fraud of willful misconduct of the Indemnified Parties. This indemnity shall survive any termination, satisfaction or foreclosure of this Security Instrument, subject to the provisions of SECTION 10.5and Indemnitor.

Environmental Indemnification. Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all Losses and costs of Remediation (whether or not performed voluntarily), engineers' fees, environmental consultants' fees, and costs of investigation (including but not limited to sampling, testing, and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas) imposed upon or incurred by or asserted against any Indemnified Parties, Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any presence of any Hazardous Substances in, on, above, or under the Property; (b) any past, present or threatened Release of Hazardous Substances in, on, above, under or from the Property; (c) any activity by Borrower, any Person affiliated with Borrower or Borrower, and/or any tenant or other user of the Property in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from the Property of any Hazardous Substances at any tine time located in, under, on or above the Property; (d) any activity by Borrower, any Person affiliated with Borrower or Borrower, and any tenant or other user of the Property in connection with any actual or proposed Remediation of any Hazardous Substances at any time located in, under, on or above the Property, whether or not such Remediation is voluntary or pursuant to court or administrative order, including including, but not limited to to, any removal, remedial or corrective action; (e) any past past, present or present threatened non-compliance or violations violation of any Environmental Laws Law (or permits of any permit issued pursuant to any Environmental Law) in connection with the Property or operations thereon, including including, but not limited to to, any failure by Borrower, any Affiliate of Borrower or Person affiliated with Borrower, and any tenant or other user of the Property to comply with any order of any Governmental Authority in connection with any Environmental Laws; (f) the imposition, recording or filing of any Environmental Lien (as defined in the Environmental Indemnity) encumbering the Property; (g) any administrative processes or proceedings or judicial proceedings in any way connected with any matter addressed in Article 8 and this SECTION 9.4Section 9.4 of the Loan Agreement; (h) any past, present or threatened injury to, destruction of or loss of natural resources in any way connected with the Property, including including, but not limited to to, costs to investigate and assess such injury, destruction or loss; (i) any acts of Borrower Borrower, any Person affiliated with Borrower, and/or any tenant or other users user of the Property in arranging for the disposal or treatment, or arranging with a transporter for transport for the disposal or treatment, of the Hazardous Substances owned or possessed by such Borrower or other users, at any facility or incineration vessel owned or operated by another Person and containing such or any similar Hazardous SubstanceSubstances; (j) any acts of Borrower Borrower, any Person affiliated with Borrower, and/or any tenant or other users user of the Property, Property in accepting any Hazardous Substances for transport to disposal or treatment facilities, incineration vessels or sites selected by Borrower or such other users, from which there is a Release, or a threatened Release of any Hazardous Substance which causes the incurrence of costs for Remediation; (k) any personal injury, wrongful death, or property or other damage arising under any statutory or common law or tort law theory, including including, but not limited to to, damages assessed for the maintenance of a private or public nuisance or for the conducting of an abnormally dangerous activity on or near the Property; and (1l) any misrepresentation or inaccuracy in any representation or warranty or material breach or failure to perform any covenants or other obligations pursuant to Article 8. Notwithstanding the foregoing, Borrower shall not be liable under this SECTION 9.4 for any Losses or costs of Remediation to which the Indemnified Parties may become subject to the extent such Losses or costs of Remediation arise by reason of the gross negligence, illegal acts, fraud of willful misconduct of the Indemnified Parties. This indemnity shall survive any termination, satisfaction or foreclosure of this Security Instrument, subject the Loan Agreement or the Environmental Indemnity. For the purposes of this Section 8.4, (i) the term “Losses” includes any losses, damages, costs, fees, expenses, claims, suits, judgments, awards, liabilities (including, but not limited to, strict liabilities), obligations, debts, diminutions in value, fines, penalties, charges, costs of Remediation (whether or not performed voluntarily), amounts paid in settlement, foreseeable and unforeseeable consequential damages, and reasonable litigation costs, attorneys’ fees, engineers’ fees, environmental consultants’ fees, and investigation costs (including, but not limited to, costs for sampling, testing and analysis of soil, water, air, building materials, and other materials and substances whether solid, liquid or gas), of whatever kind or nature, and whether or not incurred in connection with any judicial or administrative proceedings, actions, claims, suits, judgments or awards, (ii) the term “Release” includes, but is not limited to, any release, deposit, discharge, emission, leaking, leaching, spilling, seeping, migrating, injecting, pumping, pouring, emptying, escaping, dumping, disposing or other movement of Hazardous Substances, (iii) the term “Remediation” includes, but is not limited to, any response, remedial, removal, or corrective action; any activity to clean up, detoxify, decontaminate, contain or otherwise remediate any Hazardous Substance; any actions to prevent, cure or mitigate any Release of any Hazardous Substance; any action to comply with any Environmental Laws or with any permits issued pursuant thereto; any inspection, investigation, study, monitoring, assessment, audit, sampling and testing, laboratory or other analysis, or evaluation relating to any Hazardous Substances or to anything referred to herein and (iv) the term “Hazardous Substances” includes, but is not limited to, any and all substances (whether solid, liquid or gas) defined, listed, or otherwise classified as pollutants, hazardous wastes, hazardous substances, hazardous materials, extremely hazardous wastes, or words of similar meaning or regulatory effect under any present or future Environmental Laws or that may have a negative impact on human health or the environment, including, but not limited to, petroleum and petroleum products, asbestos and asbestos-containing materials, polychlorinated biphenyls, lead, radon, toxic mold, radioactive materials, flammables and explosives, but excluding substances of kinds and in amounts ordinarily and customarily used or stored in properties similar to the provisions Property for the purposes of SECTION 10.5cleaning or other maintenance or operations and otherwise in compliance with all Environmental Laws. The indemnity set forth in this Section 8.4 shall specifically not include any such costs relating to Hazardous Substances which are initially placed on, in or under the Property or any surrounding areas after foreclosure or other taking of title to or actual possession of the Property by any Indemnified Party or its designees.

Environmental Indemnification. Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all Losses and costs of Remediation (whether or not performed voluntarily), engineers' fees, environmental consultants' fees, and costs of investigation (including but not limited to sampling, testing, and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gasas hereinafter defined) imposed upon or incurred by or asserted against any Indemnified PartiesParties (other than those arising solely from a state of facts that first came into existence after Lender acquired title to the Property through foreclosure or a deed in lieu thereof), and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any presence of any Hazardous Substances (as hereinafter defined) in, on, above, or under the Property; (b) any past, present or threatened future Release (as hereinafter defined) of Hazardous Substances in, on, above, under or from the Property; (c) any activity by Borrower, any Person person or entity affiliated with Borrower or Borrower, and any tenant or other user of the Property in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from the Property of any Hazardous Substances at any tine time located in, under, on or above the Property; (d) any activity by Borrower, any Person person or entity affiliated with Borrower or Borrower, and any tenant or other user of the Property in connection with any actual or proposed Remediation (as hereinafter defined) of any Hazardous Substances at any time located in, under, on or above the Property, whether or not such Remediation is voluntary or pursuant to court or administrative order, including but not limited to any removal, remedial or corrective action; (e) any past past, present or present threatened non-compliance or violations of any Environmental Laws Law (as hereinafter defined) (or permits issued pursuant to any Environmental Law) in connection with the Property or operations thereon, including but not limited to any failure by Borrower, any Affiliate of Borrower person or entity affiliated with Borrower, and any tenant or other user of the Property to comply with any order of any Governmental Authority governmental authority in connection with any Environmental Laws; (f) the imposition, recording or filing or the future imposition, recording or filing of any Environmental Lien (as hereinafter defined) encumbering the Property; (g) any administrative processes or proceedings or judicial proceedings in any way connected with any matter addressed in Article 8 and this SECTION 9.4Section 11.2; (h) any past, present or threatened injury to, destruction of or loss of natural resources in any way connected with the Property, including but not limited to costs to investigate and assess such injury, destruction or loss; (i) any acts of Borrower or other users of the Property in arranging for disposal or treatment, or arranging with a transporter for transport for disposal or treatment, of Hazardous Substances owned or possessed by such Borrower or other users, at any facility or incineration vessel owned or operated by another Person and containing such or any similar Hazardous Substance; (j) any acts of Borrower or other users of the Property, in accepting any Hazardous Substances for transport to disposal or treatment facilities, incineration vessels or sites selected by Borrower or such other users, from which there is a Release, or a threatened Release of any Hazardous Substance which causes the incurrence of costs for Remediation; (k) any personal injury, wrongful death, or property damage arising under any statutory or common law or tort law theory, including but not limited to damages assessed for the maintenance of a private or public nuisance or for the conducting of an abnormally dangerous activity on or near the Property; and (1) any misrepresentation or inaccuracy in any representation or warranty or material breach or failure to perform any covenants or other obligations pursuant to Article 8. Notwithstanding under the foregoing, Environmental Indemnity of even date executed by Borrower shall not be liable under this SECTION 9.4 for any Losses or costs of Remediation to which the Indemnified Parties may become subject to the extent such Losses or costs of Remediation arise by reason and Indemnitor; and (i) and diminution in value of the gross negligence, illegal acts, fraud of willful misconduct of the Indemnified Parties. This indemnity shall survive Property in any termination, satisfaction way connected with any occurrence or foreclosure of other matter referred to in this Security Instrument, subject to the provisions of SECTION 10.5Section 11.

Environmental Indemnification. Borrower shallWithout limiting the generality of the indemnity contained in Section 12, at its sole cost and expense, protect, defend, indemnify, release the Obligors unconditionally agrees to indemnify and hold harmless the Indemnified Parties Bank, its directors, officers, employees, agents, successors and assigns from and against any and all Losses losses, claims, damages, penalties, liabilities, costs and costs of Remediation expenses (whether or not performed voluntarilyincluding attorneys' fees and court costs), engineers' feesfines, environmental consultants' feesinjuries, and penalties, response costs of investigation (including but not limited to samplingwithout limitation, the cost of any required or necessary investigation, testing, monitoring, repair, cleanup, detoxification, preparation of any closure or other required plans, or other removal, response or remedial action at or relating to the Project or the Supplemental Property (collectively, the "Claims and analysis of soilCosts"), waterwith respect to, airas a direct or indirect result of, building materials and other materials and substances whether solid, liquid or gas) imposed upon or incurred by or asserted against any Indemnified Parties, and directly or indirectly arising out of or in any way relating to any one or more of the following: (aA) any presence Environmental Law, requirement of any insurer of the Project or any portion thereof or the Supplemental Property or any portion thereof, lawsuit (brought or threatened), settlement, agreement, consent order or judgment, injunction, or restraining order, relating to the generation, presence, storage, management, disposal, release (or threatened release), escape, seepage, leakage or clean-up of any Hazardous Substances inmaterials at, on, abovein, from or under all or a portion of the Project or the Supplemental Property or any portion thereof; (B) any necessary or desirable removal, response or remedial action with respect to the presence of Hazardous Materials at, on, in, from or under the Project Site or the Supplemental Property or any portion thereof; (C) the migration of Hazardous Materials from the Project Site or the Supplemental Property or any portion thereof to any other property or onto the Project Site or the Supplemental Property or any portion thereof from any property or area adjacent to the Project Site or the Supplemental Property or any portion thereof; (D) the past generation, treatment, disposal or storage of Hazardous Materials or the transportation of Hazardous materials at, onto or from the Project or the Supplemental Property or any portion thereof; (E) the incorporation, whether prior or future, of any Hazardous Materials into the Project or the Supplemental Property; (bF) any past, present breach of Section 5(o) or threatened Release of Hazardous Substances in, on, above, under Section 6(k) contained herein; or from (g) the Property; (c) any activity by Borrower, any Person affiliated with Borrower or any tenant or other user of the Property in connection with any actual, proposed or threatened usedischarge, treatment, storage, holding, existence, disposition storage or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer disposal of deionization or transportation to or waste water from the Project or the Supplemental Property regardless of any Hazardous Substances at any tine located inwhether such discharge, undertreatment, storage or disposal occurred or occurs prior to, on or above the Property; (d) any activity by Borrower, any Person affiliated with Borrower or any tenant or other user of the Property in connection with any actual or proposed Remediation of any Hazardous Substances at any time located in, under, on or above the Property, whether or not such Remediation is voluntary or pursuant to court or administrative order, including but not limited to any removal, remedial or corrective action; (e) any past or present non-compliance or violations of any Environmental Laws (or permits issued pursuant to any Environmental Law) in connection with the Property or operations thereon, including but not limited to any failure by Borrower, any Affiliate of Borrower or any tenant or other user of the Property to comply with any order of any Governmental Authority in connection with any Environmental Laws; (f) the imposition, recording or filing of any Environmental Lien encumbering the Property; (g) any administrative processes or proceedings or judicial proceedings in any way connected with any matter addressed in Article 8 and this SECTION 9.4; (h) any past, present or threatened injury to, destruction of or loss of natural resources in any way connected with the Property, including but not limited to costs to investigate and assess such injury, destruction or loss; (i) any acts of Borrower or other users of the Property in arranging for disposal or treatment, or arranging with a transporter for transport for disposal or treatment, of Hazardous Substances owned or possessed by such Borrower or other users, at any facility or incineration vessel owned or operated by another Person and containing such or any similar Hazardous Substance; (j) any acts of Borrower or other users of the Property, in accepting any Hazardous Substances for transport to disposal or treatment facilities, incineration vessels or sites selected by Borrower or such other users, from which there is a Release, or a threatened Release of any Hazardous Substance which causes the incurrence of costs for Remediation; (k) any personal injury, wrongful death, or property damage arising under any statutory or common law or tort law theory, including but not limited to damages assessed for the maintenance of a private or public nuisance or for the conducting of an abnormally dangerous activity on or near the Property; and (1) any misrepresentation or inaccuracy in any representation or warranty or material breach or failure to perform any covenants or other obligations pursuant to Article 8. Notwithstanding the foregoing, Borrower shall not be liable under this SECTION 9.4 for any Losses or costs of Remediation to which the Indemnified Parties may become subject subsequent to the extent such Losses or costs date hereof. The provisions of Remediation arise by reason of the gross negligence, illegal acts, fraud of willful misconduct of the Indemnified Parties. This indemnity this Section 13 shall survive any termination, satisfaction the expiration or foreclosure termination of this Security Instrument, subject to Agreement and the provisions of SECTION 10.5Related Documents.

Environmental Indemnification. Borrower shall, at its sole cost and expense, protect, defend, indemnify, release (a) Seller will indemnify and hold harmless the Indemnified Parties from Purchaser and against any and all Losses and costs of Remediation (whether or not performed voluntarily), engineers' fees, environmental consultants' feesits Affiliates for, and costs of investigation (including but not limited will pay to samplingPurchaser and its Affiliates the amount of, testingany Damages arising, and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas) imposed upon or incurred by or asserted against any Indemnified Parties, and directly or indirectly indirectly, from or in connection with: (i) any Environmental and Safety Requirements arising out of or relating to: (A) the ownership, operation, or condition at any time on or before the Closing Date of the Real Property or any other properties and assets (whether real, personal, or mixed and whether tangible or intangible) other than the Real Property (collectively, the "Other Property"), which were or are owned, operated or otherwise used by Company or any other persons or entities for whose conduct Company is or may be held responsible, including any entity merged with or acquired by Company or for which Company has successor liability for environmental matters under applicable law (collectively, the "Predecessors"); (B) any Hazardous Wastes that were present on the Real Property or Other Properties at any time on or before the Closing Date; (C) any Hazardous Wastes, wherever located, that were, or were allegedly, generated, transported, stored, treated, disposed, released, or otherwise handled by Seller or Company or any Predecessor at any time on or before the Closing Date; (D) any activities that were, or were allegedly, conducted by Seller or Company or by any Predecessor at any time on or before the Closing Date; or (ii) any bodily injury (including illness, disability, and death, and regardless of when any such bodily injury occurred, was incurred, or manifested itself), personal injury, property damage (including trespass, nuisance, wrongful eviction, and deprivation of the use of real property), or other damage of or to any person or entity, in any way arising from or allegedly arising from any activity conducted or allegedly conducted with respect to the Real Property, Other Property or the operation of Company before the Closing Date, relating to: (A) Hazardous Wastes present or suspected to be present on or before the Closing Date on or at the Real Property or Other Property (if such Hazardous Waste emanated or allegedly emanated from any one or more of the following: Real Property or Other Property and was present or suspected to be present on any of the Real Property or Other Property on or before the Closing Date); or (aB) Hazardous Wastes released or allegedly released by Seller or Company or any presence of any Hazardous Substances in, on, above, Predecessor on the Real Property or under Other Property before the Property; Closing Date. (b) any pastNotwithstanding anything in Section 8.1(a) to the contrary, present with respect to Seller's indemnification obligations in connection with matters arising from or threatened Release allegedly arising from the ownership, operation or condition (including the presence or suspected presence of Hazardous Substances inWastes) of the Real Property on or prior to the Closing Date: (i) Seller's liability for indemnification shall be subject to the monetary thresholds and limitations set forth in Section 14.1 hereof; (ii) Seller shall have no liability for indemnification with respect to such matters unless Purchaser asserts a claim for indemnification within ten (10) years after the Closing Date; provided, onhowever, abovethat if, prior to the tenth anniversary of the Closing Date, any person or entity that is not an Affiliate of Purchaser or Company ("Subsequent Purchaser") acquires some or all of the Owned Real Property, the indemnification obligations of Seller under or from this Article VIII relating to the PropertyOwned Real Property so acquired shall extend to the tenth anniversary of the closing of such transaction; provided Subsequent Purchaser expressly agrees in writing to be bound by the provisions of this Article VIII; and (iii) Seller shall have no responsibility for remediation of the Real Property beyond the standards applicable to industrial property, unless a government agency orders remediation to a more stringent standard. (c) Except as otherwise provided in Section 8.1(b), Purchaser's right to indemnification under this Article VIII shall be unlimited (payable from the first dollar, without limit), provided that Purchaser must assert any activity by Borrower, any Person affiliated with Borrower or any tenant or other user indemnification claims under this Article VIII prior to the expiration of the Property in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from the Property applicable statute of any Hazardous Substances at any tine located in, under, on or above the Property; (d) any activity by Borrower, any Person affiliated with Borrower or any tenant or other user of the Property in connection with any actual or proposed Remediation of any Hazardous Substances at any time located in, under, on or above the Property, whether or not limitations for such Remediation is voluntary or pursuant to court or administrative order, including but not limited to any removal, remedial or corrective action; (e) any past or present non-compliance or violations of any Environmental Laws (or permits issued pursuant to any Environmental Law) in connection with the Property or operations thereon, including but not limited to any failure by Borrower, any Affiliate of Borrower or any tenant or other user of the Property to comply with any order of any Governmental Authority in connection with any Environmental Laws; (f) the imposition, recording or filing of any Environmental Lien encumbering the Property; (g) any administrative processes or proceedings or judicial proceedings in any way connected with any matter addressed in Article 8 and this SECTION 9.4; (h) any past, present or threatened injury to, destruction of or loss of natural resources in any way connected with the Property, including but not limited to costs to investigate and assess such injury, destruction or loss; (i) any acts of Borrower or other users of the Property in arranging for disposal or treatment, or arranging with a transporter for transport for disposal or treatment, of Hazardous Substances owned or possessed by such Borrower or other users, at any facility or incineration vessel owned or operated by another Person and containing such or any similar Hazardous Substance; (j) any acts of Borrower or other users of the Property, in accepting any Hazardous Substances for transport to disposal or treatment facilities, incineration vessels or sites selected by Borrower or such other users, from which there is a Release, or a threatened Release of any Hazardous Substance which causes the incurrence of costs for Remediation; (k) any personal injury, wrongful death, or property damage arising under any statutory or common law or tort law theory, including but not limited to damages assessed for the maintenance of a private or public nuisance or for the conducting of an abnormally dangerous activity on or near the Property; and (1) any misrepresentation or inaccuracy in any representation or warranty or material breach or failure to perform any covenants or other obligations pursuant to Article 8. Notwithstanding the foregoing, Borrower shall not be liable under this SECTION 9.4 for any Losses or costs of Remediation to which the Indemnified Parties may become subject to the extent such Losses or costs of Remediation arise by reason of the gross negligence, illegal acts, fraud of willful misconduct of the Indemnified Parties. This indemnity shall survive any termination, satisfaction or foreclosure of this Security Instrument, subject to the provisions of SECTION 10.5claims.

Environmental Indemnification. Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all Losses and costs of Remediation (whether or not performed voluntarily), engineers' fees, environmental consultants' fees, and costs of investigation (including but not limited to sampling, testing, and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas) imposed upon or incurred by or asserted against any Indemnified Parties, and directly or indirectly arising out of or in any way relating to any one or more of the following: following (except to the extent the same relate solely to Hazardous Substances first introduced to the Property or violations of Environmental Laws committed at the Property by anyone other than Borrower, its agents or employees following the foreclosure of this Security Instrument (or the delivery and acceptance of a deed in lieu of such foreclosure), the expiration of any right of redemption with respect thereto and the obtaining by the purchaser at such foreclosure sale or grantee under such deed of possession of the Property): (a) any presence of any Hazardous Substances in, on, above, or under the Property; (b) any past, present or threatened Release of Hazardous Substances in, on, above, under or from the Property; (c) any activity by Borrower, any Person person or entity affiliated with Borrower or any tenant or other user of the Property in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from the Property of any Hazardous Substances at any tine time located in, under, on or above the Property; (d) any activity by Borrower, any Person person or entity affiliated with Borrower or any tenant or other user of the Property in connection with any actual or proposed Remediation of any Hazardous Substances at any time located in, under, on or above the Property, whether or not such Remediation is voluntary or pursuant to court or administrative order, including but not limited to any removal, remedial or corrective action; (e) any past past, present or present threatened non-compliance or violations of any Environmental Laws (or permits issued pursuant to any Environmental Law) in connection with the Property or operations thereon, including but not limited to any failure by Borrower, any Affiliate of person or entity affiliated with Borrower or any tenant or other user of the Property to comply with any order of any Governmental Authority governmental authority in connection with any Environmental Laws; (f) the imposition, recording or filing or the threatened imposition, recording or filing of any Environmental Lien encumbering the Property; (g) any administrative processes or proceedings or judicial proceedings in any way connected with any matter addressed in Article 8 12 and this SECTION 9.4Section 13.4; (h) any past, present or threatened injury to, destruction of or loss of natural resources in any way connected with the Property, including but not limited to costs to investigate and assess such injury, destruction or loss; (i) any acts of Borrower or other users of the Property in arranging for disposal or treatment, or arranging with a transporter for transport for disposal or treatment, of Hazardous Substances owned or possessed by such Borrower or other users, at any facility or incineration vessel owned or operated by another Person person or entity and containing such or any similar Hazardous SubstanceMaterials; (j) any acts of Borrower or other users of the Property, in accepting any Hazardous Substances for transport to disposal or treatment facilities, incineration vessels or sites selected by Borrower or such other users, from which there is a Release, or a threatened Release of any Hazardous Substance which causes the incurrence of costs for Remediation; (k) any personal injury, wrongful death, or property damage arising under any statutory or common law or tort law theory, including but not limited to damages assessed for the maintenance of a private or public nuisance or for the conducting of an abnormally dangerous activity on or near the Property; and (1) any misrepresentation or inaccuracy in any representation or warranty or material breach or failure to perform any covenants or other obligations pursuant to Article 8. Notwithstanding the foregoing, Borrower shall not be liable under this SECTION 9.4 for any Losses or costs of Remediation to which the Indemnified Parties may become subject to the extent such Losses or costs of Remediation arise by reason of the gross negligence, illegal acts, fraud of willful misconduct of the Indemnified Parties. This indemnity shall survive any termination, satisfaction or foreclosure of this Security Instrument, subject to the provisions of SECTION 10.5.near

Environmental Indemnification. Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all Losses and costs of Remediation (whether or not performed voluntarily), engineers' fees, environmental consultants' fees, and costs of investigation (including but not limited to sampling, testing, and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas) imposed upon or incurred by or asserted against any Indemnified Parties, and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any presence of any Hazardous Substances in, on, above, or under the Property; (b) any past, present or threatened Release of Hazardous Substances in, on, above, under or from the Property; (c) any activity by Borrower, any Person affiliated with Borrower or any tenant or other user of the Property in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from the Property of any Hazardous Substances at any tine located in, under, on or above the Property; (d) any activity by Borrower, any Person affiliated with Borrower or any tenant or other user of the Property in connection with any actual or proposed Remediation of any Hazardous Substances at any time located in, under, on or above the Property, whether or not such Remediation is voluntary or pursuant to court or administrative order, including but not limited to any removal, remedial or corrective action; (e) any past or present non-compliance or violations of any Environmental Laws (or permits issued pursuant to any Environmental Law) in connection with the Property or operations thereon, including but not limited to any failure by Borrower, any Affiliate of Borrower or any tenant or other user of the Property to comply with any order of any Governmental Authority in connection with any Environmental Laws; (f) the imposition, recording or filing of any Environmental Lien encumbering the Property; (g) any administrative processes or proceedings or judicial proceedings in any way connected with any matter addressed in Article ARTICLE 8 and this SECTION 9.4; (h) any past, present or threatened injury to, destruction of or loss of natural resources in any way connected with the Property, including but not limited to costs to investigate and assess such injury, destruction or loss; (i) any acts of Borrower or other users of the Property in arranging for disposal or treatment, or arranging with a transporter for transport for disposal or treatment, of Hazardous Substances owned or possessed by such Borrower or other users, at any facility or incineration vessel owned or operated by another Person and containing such or any similar Hazardous Substance; (j) any acts of Borrower or other users of the Property, in accepting any Hazardous Substances Substance for transport to disposal or treatment facilities, incineration vessels or sites selected by Borrower or such other users, from which there is a Release, or a threatened Release of any Hazardous Substance which causes the incurrence of costs for Remediation; (k) any personal injury, wrongful death, or property damage arising under any statutory or common law or tort law theory, including but not limited to damages assessed for the maintenance of a private or public nuisance or for the conducting of an abnormally dangerous activity on or near the Property; and (1) any misrepresentation or inaccuracy in any representation or warranty or material breach or failure to perform any covenants or other obligations pursuant to Article ARTICLE 8. Notwithstanding the foregoing, Borrower shall not be liable under this SECTION 9.4 for any Losses or costs of Remediation to which the Indemnified Parties may become subject to the extent such Losses or costs of Remediation arise by reason of the gross negligence, illegal acts, fraud of willful misconduct of the Indemnified Parties. This indemnity shall survive any termination, satisfaction or foreclosure of this Security Instrument, subject to the provisions of SECTION 10.5. Notwithstanding the foregoing, Borrower shall have no liability for any Losses imposed upon or incurred by or asserted against any Indemnified Parties and described in this SECTION 9.4 to the extent that such Losses arose solely by actions, conditions or events relating to the Hazardous Substances placed in, on, above or under the Property after the date that Lender (or any purchaser at a foreclosure sale) actually acquired title to the Property and were not caused by the direct or indirect actions of Borrower or any officer or director of Borrower or any employee, agent, contractor or Affiliate of Borrower.

Environmental Indemnification. Borrower shall(a) Notwithstanding any other provision of this Agreement to the contrary, at its sole cost Sellers jointly and expenseseverally agree to retain responsibility for, protectdefend and satisfy, defend, indemnify, release and to indemnify and hold harmless the Indemnified Parties from and Persons against any and all Losses and costs of Remediation (whether or not performed voluntarily), engineers' fees, environmental consultants' fees, and costs of investigation (including but not limited to sampling, testing, and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas) imposed upon or incurred by or asserted against any Indemnified Parties, and directly or indirectly Damages arising out of or in any way relating to any one or more of the following: (a) any presence of any Hazardous Substances inof, on, aboverelated to, or under the Property; (b) any past, present or threatened Release of Hazardous Substances in, on, above, under or from the Property; (c) any activity by Borrower, any Person affiliated with Borrower or any tenant or other user of the Property in connection with any actual, proposed of the following: (i) any violation or threatened usealleged violation of any Environmental Law regarding any Facility or any past or present operations of the Acquired Companies or their respective predecessors in interest at or prior to the Closing Date; (ii) any transport, treatment, recycling, storage, holdingdisposal or arrangement therefor of any Hazardous Materials generated by the Acquired Companies or their respective predecessors in interest at or prior to the Closing Date at, existence, disposition or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from the Property of any Hazardous Substances at any tine located in, under, on facility owned or above the Property; (d) any activity operated by Borrower, any Person affiliated with Borrower or any tenant or other user of the Property in connection with any actual or proposed Remediation of any Hazardous Substances at any time located in, under, on or above the Property, whether or not such Remediation is voluntary or pursuant to court or administrative orderanother Person, including but not limited to any removal, remedial the Release or corrective action; (e) any past or present non-compliance or violations of any Environmental Laws (or permits issued pursuant to any Environmental Law) in connection with the Property or operations thereon, including but not limited to any failure by Borrower, any Affiliate of Borrower or any tenant or other user of the Property to comply with any order of any Governmental Authority in connection with any Environmental Laws; (f) the imposition, recording or filing of any Environmental Lien encumbering the Property; (g) any administrative processes or proceedings or judicial proceedings in any way connected with any matter addressed in Article 8 and this SECTION 9.4; (h) any past, present or threatened injury to, destruction of or loss of natural resources in any way connected with the Property, including but not limited to costs to investigate and assess such injury, destruction or loss; (i) any acts of Borrower or other users of the Property in arranging for disposal or treatment, or arranging with a transporter for transport for disposal or treatment, of Hazardous Substances owned or possessed by such Borrower or other users, at any facility or incineration vessel owned or operated by another Person and containing such or any similar Hazardous Substance; (j) any acts of Borrower or other users of the Property, in accepting any Hazardous Substances for transport to disposal or treatment facilities, incineration vessels or sites selected by Borrower or such other users, from which there is a Release, or a threatened Release of any Hazardous Substance which causes the incurrence of costs for Remediation; Material from such facility; (kiii) any personal injuryRelease or threatened Release of any Hazardous Material at, wrongful deathto or from any Facility or its predecessors in interest at or prior to the Closing Date; (iv) any Cleanup or corrective action (as the latter term is used in Sections 3004(u) and 3004(v) of RCRA) arising out of, related to, or property damage arising under in connection with any statutory Facility or common law any past or tort law theory, including but not limited present operations of the Acquired Companies or their respective predecessors in interest and resulting from any act or event occurring at or prior to damages assessed for the maintenance of a private or public nuisance or for the conducting of an abnormally dangerous activity on or near the PropertyClosing Date; and and (1v) any misrepresentation exposure, at or inaccuracy prior to the Closing Date, to any products, raw materials or Hazardous Materials manufactured, generated, handled, processed, stored or used at any Facility or as part of, or resulting from, any past or present operations of any Acquired Company that cause or contributed to any disease, injury or illness to any Person, regardless of the time between exposure and the manifestation of such disease, injury or illness or whether the operations of the Acquired Companies were in compliance with Environmental Laws at the time of such exposure; provided, however, that if any representation such claim is made by any present or warranty or material breach or failure to perform any covenants or other obligations pursuant to Article 8. Notwithstanding the foregoingformer employee, Borrower shall not be liable under this SECTION 9.4 for any Losses or costs of Remediation to which the Indemnified Parties may become Persons hereby agree to timely assert any defense or limitation to any such claim under applicable workers' compensation statutes, laws, rules or regulations. (b) Without limiting the generality of the foregoing and subject to the extent such Losses or costs limitations in Section 10.5, the indemnification provided for in this Section 10.6 shall terminate five years after the Closing Date (and no claims shall be made by Buyer under this Section 10.6 thereafter). (c) Buyer's receipt of Remediation arise by reason any information, including, without limitation, any disclosure made on SCHEDULE 3.21 to this Agreement, shall not relieve Sellers of the gross negligence, illegal acts, fraud of willful misconduct of obligations under this Section 10.6. To the Indemnified Parties. This indemnity shall survive any termination, satisfaction or foreclosure extent not inconsistent with terms of this Security InstrumentSection 10.6, subject Sellers reserve any rights or causes of action that they may have at law or in equity with respect to the provisions of SECTION 10.5matters covered by this Section 10.6.

Environmental Indemnification. Borrower Mortgagor shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all Losses and costs of Remediation (whether or not performed voluntarilyvoluntary), engineers' fees, environmental consultants' fees, and costs of investigation (including but not limited to sampling, testing, and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas) imposed upon or incurred by or asserted against any Indemnified Parties, and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any presence of any Hazardous Substances in, on, above, or under the Property; (b) any past, present or threatened Release of Hazardous Substances in, on, above, under or from the Property; (c) any activity by BorrowerMortgagor, any Person affiliated with Borrower Mortgagor or any tenant or other user of the Property in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from the Property of any Hazardous Substances at any tine located in, under, on or above the Property; (d) any activity by BorrowerMortgagor, any Person affiliated with Borrower Mortgagor or any tenant or other user of the Property in connection with any actual or proposed Remediation of any Hazardous Substances at any time located in, under, on or above the Property, whether or not such Remediation is voluntary or pursuant to court or administrative order, including but not limited to any removal, remedial or corrective action; (e) any past or present non-compliance or violations of any Environmental Laws (or permits issued pursuant to any Environmental Law) in connection with the Property or operations thereon, including but not limited to any failure by BorrowerMortgagor, any Affiliate of Borrower Mortgagor or any tenant or other user of the Property to comply with any order of any Governmental Authority in connection with any Environmental Laws; (f) the imposition, recording or filing of any Environmental Lien encumbering the Property; (g) any administrative processes or proceedings or judicial proceedings in any way connected with any matter addressed in Article 8 and this SECTION Section 9.4; (h) any past, present or threatened injury to, destruction of or loss of natural resources in any way connected with the Property, including but not limited to costs to investigate and assess such injury, destruction or loss; (i) any acts of Borrower Mortgagor or other users of the Property in arranging for disposal or treatment, or arranging with a transporter for transport for disposal or treatment, of Hazardous Substances owned or possessed by such Borrower Mortgagor or other users, at any facility or incineration vessel owned or operated by another Person and containing such or any similar Hazardous Substance; (j0) any acts of Borrower Mortgagor or other users of the Property, in accepting any Hazardous Substances for transport to disposal or treatment facilities, incineration vessels or sites selected by Borrower Mortgagor or such other users, from which there is a Release, or a threatened Release of any Hazardous Substance which causes the incurrence of costs for Remediation; (k) any personal injury, wrongful death, or property damage arising under any statutory or common law or tort law theory, including but not limited to damages assessed for the maintenance of a private or public nuisance or for the conducting of an abnormally dangerous activity on or near the Property; and (1) any misrepresentation or inaccuracy inaccurate in any representation or warranty or material breach or failure to perform any covenants or other obligations pursuant to Article 8. Notwithstanding the foregoing, Borrower Mortgagor shall not be liable under this SECTION Section 9.4 for any Losses or costs of Remediation to which the Indemnified Parties may become subject to the extent such Losses or costs of Remediation arise by reason of the gross negligence, illegal acts, fraud of willful misconduct of the Indemnified Parties. This indemnity shall survive any termination, satisfaction or foreclosure of this Security Instrument, subject to the provisions of SECTION Section 10.5.

Environmental Indemnification. Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all Losses and costs of Remediation (whether or not performed voluntarily), engineers' ’ fees, environmental consultants' ’ fees, and costs of investigation (including but not limited to sampling, testing, and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas) imposed upon or incurred by or asserted against any Indemnified Parties, and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any presence of any Hazardous Substances in, on, above, or under the Property; (b) any past, present or threatened Release of Hazardous Substances in, on, above, under or from the Property; (c) any activity by Borrower, any Person affiliated with Borrower or any tenant or other user of the Property in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from the Property of any Hazardous Substances at any tine time located in, under, on or above the Property; (d) any activity by Borrower, any Person affiliated with Borrower or any tenant or other user of the Property in connection with any actual or proposed Remediation of any Hazardous Substances at any time located in, under, on or above the Property, whether or not such Remediation is voluntary or pursuant to court or administrative order, including but not limited to any removal, remedial or corrective action; (e) any past or present non-compliance or violations of any Environmental Laws (or permits issued pursuant to any Environmental Law) in connection with the Property or operations thereon, including but not limited to any failure by Borrower, any Affiliate of Borrower or any tenant or other user of the Property to comply with any order of any Governmental Authority in connection with any Environmental Laws; (f) the imposition, recording or filing of any Environmental Lien encumbering the Property; (g) any administrative processes or proceedings or judicial proceedings in any way connected with any matter addressed in Article 8 and this SECTION Section 9.4; (h) any past, present or threatened injury to, destruction of or loss of natural resources in any way connected with the Property, including but not limited to costs to investigate and assess such injury, destruction or loss; (i) any acts of Borrower or other users of the Property in arranging for disposal or treatment, or arranging with a transporter for transport for disposal or treatment, of Hazardous Substances owned or possessed by such Borrower or other users, at any facility or incineration vessel owned or operated by another Person and containing such or any similar Hazardous Substance; (j) any acts of Borrower or other users of the Property, in accepting any Hazardous Substances Substance for transport to disposal or treatment facilities, incineration vessels or sites selected by Borrower or such other users, from which there is a Release, or a threatened Release of any Hazardous Substance which causes the incurrence of costs for Remediation; (k) any personal injury, wrongful death, or property damage arising under any statutory or common law or tort law theory, including but not limited to damages assessed for the maintenance of a private or public nuisance or for the conducting of an abnormally dangerous activity on or near the PropertyProperty (in each case, to the extent arising out of the presence of Hazardous Substances); and (1l) any misrepresentation or inaccuracy in any representation or warranty or material breach or failure to perform any covenants or other obligations pursuant to Article 8. Notwithstanding the foregoing, Borrower shall not be liable under this SECTION 9.4 for any Losses or costs of Remediation to which the Indemnified Parties may become subject to the extent such Losses or costs of Remediation arise by reason of the gross negligence, illegal acts, fraud of willful misconduct of the Indemnified Parties. This indemnity shall survive any termination, satisfaction or foreclosure of this Security Instrument, subject to the provisions of SECTION Section 10.5. Notwithstanding the foregoing, Borrower shall have no liability for any Losses imposed upon or incurred by or asserted against any Indemnified Parties and described in this Section 9.4 to the extent that such Losses arose solely by actions, conditions or events relating to the Hazardous Substances placed in, on, above or under the Property after the date that Lender or any Affiliate or nominee of Lender (or any purchaser at a foreclosure sale) actually acquired title to the Property and were not caused by the direct or indirect actions of Borrower or any officer or director of Borrower or any employee, agent, contractor or Affiliate of Borrower.

Environmental Indemnification. Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all Losses and costs of Remediation (whether or not performed voluntarily), engineers' ’ fees, environmental consultants' ’ fees, and costs of investigation (including but not limited to sampling, testing, and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas) imposed upon or incurred by or asserted against any Indemnified Parties, and directly or indirectly arising out of or in any way relating to any one or more of the following: following (except to the extent that (i) any such claims, losses or costs arise from the gross negligence or willful misconduct of any Indemnified Parties or (ii) the same relate solely to Hazardous Substances first introduced to the Property by anyone other than Borrower, its agents or employees following the foreclosure of this Security Instrument (or the delivery and acceptance of a deed in lieu of such foreclosure), the expiration of any right of redemption with respect thereto and the obtaining by the purchaser at such foreclosure sale or grantee under such deed of possession of the Property): (a) any presence of any Hazardous Substances in, on, above, or under the Property; (b) any past, present or threatened Release of Hazardous Substances in, on, above, under or from the Property; (c) any activity by Borrower, any Person person or entity affiliated with Borrower or any tenant or other user of the Property in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from the Property of any Hazardous Substances at any tine time located in, under, on or above the Property; (d) any activity by Borrower, any Person person or entity affiliated with Borrower or any tenant or other user of the Property in connection with any actual or proposed Remediation of any Hazardous Substances at any time located in, under, on or above the Property, whether or not such Remediation is voluntary or pursuant to court or administrative order, including but not limited to any removal, remedial or corrective action; (e) any past past, present or present non-threatened non compliance or violations of any Environmental Laws (or permits issued pursuant to any Environmental Law) in connection with the Property or operations thereon, including but not limited to any failure by Borrower, any Affiliate of person or entity affiliated with Borrower or any tenant or other user of the Property to comply with any order of any Governmental Authority governmental authority in connection with any Environmental Laws; (f) the imposition, recording or filing or the threatened imposition, recording or filing of any Environmental Lien encumbering the Property; (g) any administrative processes or proceedings or judicial proceedings in any way connected with any matter addressed in Article 8 12 and this SECTION 9.4Section 13.4; (h) any past, present or threatened injury to, destruction of or loss of natural resources in any way connected with the Property, including but not limited to costs to investigate and assess such injury, destruction or loss; (i) any acts of Borrower or other users of the Property in arranging for disposal or treatment, or arranging with a transporter for transport for disposal or treatment, of Hazardous Substances owned or possessed by such Borrower or other users, at any facility or incineration vessel owned or operated by another Person person or entity and containing such or any similar Hazardous SubstanceMaterials; (j) any acts of Borrower or other users of the Property, in accepting any Hazardous Substances for transport to disposal or treatment facilities, incineration vessels or sites selected by Borrower or such other users, from which there is a Release, or a threatened Release of any Hazardous Substance which causes the incurrence of costs for Remediation; (k) any personal injury, wrongful death, or property damage arising under any statutory or common law or tort law theory, including but not limited to damages assessed for the maintenance of a private or public nuisance or for the conducting of an abnormally dangerous activity on or near the Property, and arising out of a Release of any Hazardous Substance on, under or about the Property; and (1l) any misrepresentation or inaccuracy in any representation or warranty or material breach or failure to perform any covenants or other obligations pursuant to Article 8. Notwithstanding the foregoing, Borrower shall not be liable under this SECTION 9.4 for any Losses or costs of Remediation to which the Indemnified Parties may become subject to the extent such Losses or costs of Remediation arise by reason of the gross negligence, illegal acts, fraud of willful misconduct of the Indemnified Parties. This indemnity shall survive any termination, satisfaction or foreclosure of this Security Instrument, subject to the provisions of SECTION 10.512.

Environmental Indemnification. Borrower shall, at its sole cost and expense, protect, defend, indemnify, indemnity release and hold harmless the Indemnified Parties from and against any and all Losses and costs of Remediation (whether or not performed voluntarily), engineers' fees, environmental consultants' fees, and costs of investigation (including but not limited to sampling, testing, and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gashas hereinafter defined) imposed upon or incurred by or asserted against any Indemnified PartiesParties (other than those arising solely from a state of facts that first came into existence after Lender acquired title to the Property through foreclosure or a deed in lieu thereof), and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any presence of any Hazardous Substances (as hereinafter defined) in, on, above, or under the Property; (b) any past, present or threatened future Release (as hereinafter defined) of Hazardous Substances in, on, above, under or from the Property; (c) any activity by Borrower, any Person person or entity affiliated with Borrower or Borrower, and any tenant or other user of the Property in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from the Property of any Hazardous Substances at any tine time located in, under, on or above the Property; (d) any activity by Borrower, any Person person or entity affiliated with Borrower or Borrower, and any tenant or other user of the Property in connection with any actual or proposed Remediation (as hereinafter defined) of any Hazardous Substances at any time located in, . under, on or above the Property, whether or not such Remediation is voluntary or pursuant to court or administrative order, including but not limited to any removal, remedial or corrective action; (e) any past past, present or present threatened non-compliance or violations of any Environmental Laws Law (as hereinafter defined) (or permits issued pursuant to any Environmental Law) in connection with the Property or operations thereon, including but not limited to any failure by Borrower, any Affiliate of Borrower or any tenant or other user of the Property to comply with any order of any Governmental Authority in connection with any Environmental Laws; (f) the imposition, recording or filing of any Environmental Lien encumbering the Property; (g) any administrative processes or proceedings or judicial proceedings in any way connected with any matter addressed in Article 8 and this SECTION 9.4; (h) any past, present or threatened injury to, destruction of or loss of natural resources in any way connected with the Property, including but not limited to costs to investigate and assess such injury, destruction or loss; (i) any acts of Borrower or other users of the Property in arranging for disposal or treatment, or arranging with a transporter for transport for disposal or treatment, of Hazardous Substances owned or possessed by such Borrower or other users, at any facility or incineration vessel owned or operated by another Person and containing such or any similar Hazardous Substance; (j) any acts of Borrower or other users of the Property, in accepting any Hazardous Substances for transport to disposal or treatment facilities, incineration vessels or sites selected by Borrower or such other users, from which there is a Release, or a threatened Release of any Hazardous Substance which causes the incurrence of costs for Remediation; (k) any personal injury, wrongful death, or property damage arising under any statutory or common law or tort law theory, including but not limited to damages assessed for the maintenance of a private or public nuisance or for the conducting of an abnormally dangerous activity on or near the Property; and (1) any misrepresentation or inaccuracy in any representation or warranty or material breach or failure to perform any covenants or other obligations pursuant to Article 8. Notwithstanding the foregoing, Borrower shall not be liable under this SECTION 9.4 for any Losses or costs of Remediation to which the Indemnified Parties may become subject to the extent such Losses or costs of Remediation arise by reason of the gross negligence, illegal acts, fraud of willful misconduct of the Indemnified Parties. This indemnity shall survive any termination, satisfaction or foreclosure of this Security Instrument, subject to the provisions of SECTION 10.5.JPMORGAN CHASE BANK

Environmental Indemnification. Borrower shall(a) The Sellers shall severally, at its sole cost and expensenot jointly, protectindemnify Buyer (or after the Closing, defendthe Surviving Corporation) and each of their respective affiliates, indemnifyofficers, release directors, employees, members, agents, successors, transferees, and assigns (each of the foregoing a "BUYER INDEMNITEE") for and hold them harmless the Indemnified Parties from and against any and all Losses and costs of Remediation (whether or not performed voluntarily), engineers' fees, environmental consultants' fees, and costs of investigation (including but not limited to sampling, testing, and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas) imposed upon or incurred by or asserted against any Indemnified Parties, and directly or indirectly arising out of or relating to: (i) the transportation, arranging for disposal and/or disposal of Hazardous Substances on or prior to the Closing to or at any off-site location (other than the Facilities), in each case, by the Corporation or any way relating to of its Subsidiaries or any one of their predecessors in connection with the Business or more the Facilities; (ii) any real property (other than the Facilities) which, as of the following: Closing, was formerly owned, leased, operated or controlled by the Corporation or any of its Subsidiaries or any of their predecessors (acollectively, the "FORMER FACILITIES") any (including, without limitation, the presence of any Hazardous Substances inat, on, abovebeneath, or under the Property; (b) any past, present or threatened Release of Hazardous Substances in, on, above, under or from the Property; (c) any activity by Borrower, any Person affiliated with Borrower or any tenant or other user of the Property in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation migrating to or from the Property Former Facilities); and (iii) other than any matter indemnified pursuant to Sections 10.2(a)(i) and 10.2(a)(ii), any conditions, events, facts, actions or omissions occurring or existing on or prior to the Closing at or with respect to the Business, the Facilities, the Corporation or any of any Hazardous Substances at any tine located inits Subsidiaries, in each case which constitute a violation of, or give rise to liability under, on or above the Property; (d) any activity by Borrower, any Person affiliated with Borrower or any tenant or other user of the Property in connection with any actual or proposed Remediation of any Hazardous Substances at any time located in, under, on or above the Property, whether or not such Remediation is voluntary or pursuant to court or administrative order, including but not limited to any removal, remedial or corrective action; (e) any past or present non-compliance or violations of any Environmental Laws (or permits issued pursuant to any Environmental Law) such Losses in connection with the Property or operations thereon, including but not limited to any failure by Borrower, any Affiliate case of Borrower or any tenant or other user of the Property to comply with any order of any Governmental Authority in connection with any Environmental Laws; (f) the imposition, recording or filing of any Environmental Lien encumbering the Property; (g) any administrative processes or proceedings or judicial proceedings in any way connected with any matter addressed in Article 8 and this SECTION 9.4; (h) any past, present or threatened injury to, destruction of or loss of natural resources in any way connected with the Property, including but not limited to costs to investigate and assess such injury, destruction or loss; (i), (ii) any acts of Borrower or other users of the Property in arranging for disposal or treatment, or arranging with a transporter for transport for disposal or treatment, of Hazardous Substances owned or possessed by such Borrower or other users, at any facility or incineration vessel owned or operated by another Person and containing such or any similar Hazardous Substance; (j) any acts of Borrower or other users of the Property, in accepting any Hazardous Substances for transport to disposal or treatment facilities, incineration vessels or sites selected by Borrower or such other users, from which there is a Release, or a threatened Release of any Hazardous Substance which causes the incurrence of costs for Remediation; (k) any personal injury, wrongful death, or property damage arising under any statutory or common law or tort law theory, including but not limited to damages assessed for the maintenance of a private or public nuisance or for the conducting of an abnormally dangerous activity on or near the Property; and (1iii) any misrepresentation or inaccuracy in any representation or warranty or material breach or failure collectively referred to perform any covenants or other as "ENVIRONMENTAL LOSSES"). (b) Sellers' indemnification obligations pursuant to Article 8. Notwithstanding the foregoing, Borrower under Section 10.2(a)(iii) shall not be liable under this SECTION 9.4 for any Losses or costs of Remediation to which the Indemnified Parties may become subject reduced to the extent that Environmental Losses otherwise subject to indemnification thereunder, or the facts, events or conditions resulting in such Losses Environmental Losses, are exacerbated by the negligence or costs of Remediation arise by reason of the gross negligence, illegal acts, fraud of willful misconduct of the Indemnified Parties. This indemnity Surviving Corporation or any Corporation Entity or any of their Representatives after the Closing Date. (c) Sellers shall survive any terminationhave no indemnification obligations under Section 10.2(a)(iii) and no Environmental Losses otherwise indemnified pursuant to Section 10.2(a)(iii) may be applied against the Environmental Deductible Amount or the Deductible Amount, satisfaction or foreclosure of this Security Instrument, subject except to the provisions extent that Environmental Losses are (i) required by Environmental Laws, (ii) necessary to comply with a written order or directive of SECTION 10.5any Governmental Entity having jurisdiction over the relevant matter, or (iii) necessary to respond to a condition at, on, beneath, or migrating to or from, any of the Facilities which, if unaddressed, in the reasonable judgment of the Buyer or its Representatives, would reasonably be expected to result in a third-party claim under Environmental Laws.

Environmental Indemnification. Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all Losses and costs of Remediation (whether or not performed voluntarily), engineers' fees, environmental consultants' fees, and costs of investigation (including but not limited to sampling, testing, and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas) imposed upon or incurred by or asserted against any Indemnified Parties, and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any presence of any Hazardous Substances in, on, above, or under the Property; (b) any past, present or threatened Release of Hazardous Substances in, on, above, under or from the Property; (c) any activity by Borrower, any Person person or entity affiliated with Borrower or any tenant or other user of the Property in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from the Property of any Hazardous Substances at any tine time located in, under, on or above the Property; (d) any activity by Borrower, any Person person or entity affiliated with Borrower or any tenant or other user of the Property in connection with any actual or proposed Remediation of any Hazardous Substances at any time located in, under, on or above the Property, whether or not such Remediation is voluntary or pursuant to court or administrative order, including but not limited to any removal, remedial or corrective action; (e) any past past, present or present threatened non-compliance or violations of any Environmental Laws (or permits issued pursuant to any Environmental Law) in connection with the Property Property, operations thereon or operations thereontransfer thereof, including but not limited to any failure by Borrower, any Affiliate of person or entity affiliated with Borrower or any tenant or other user of the Property to comply with any order of any Governmental Authority governmental authority in connection with any Environmental Laws; (f) the imposition, recording or filing or the threatened imposition, recording or filing of any Environmental Lien encumbering the Property; (g) any administrative processes or proceedings or judicial proceedings in any way connected with any matter addressed in Article 8 12 and this SECTION 9.4Section 13.4; (h) any past, present or threatened injury to, destruction of or loss of natural resources in any way connected with the Property, or the use thereof, including but not limited to costs to investigate and assess such injury, destruction or loss; (i) any acts of Borrower or other users of the Property in arranging for disposal or treatment, or arranging with a transporter for transport for disposal or treatment, of Hazardous Substances owned or possessed by such Borrower or other users, at any facility or incineration vessel owned or operated by another Person and containing such person or any similar Hazardous Substanceentity; (j) any acts of Borrower or other users of the Property, in accepting any Hazardous Substances for transport to disposal or treatment facilities, incineration vessels or sites selected by Borrower or such other users, from which there is a Release, or a threatened Release of any Hazardous Substance which causes the incurrence of costs for Remediation; (k) any personal injury, wrongful death, or property damage arising under any statutory or common law or tort law theory, including but not limited to damages assessed for the maintenance of a private or public nuisance or for the conducting of an abnormally dangerous activity on or near the Property; and (1l) any misrepresentation or inaccuracy in any representation or warranty or material breach or failure to perform any covenants or other obligations pursuant to Article 8. Notwithstanding the foregoing, Borrower shall not be liable under this SECTION 9.4 for any Losses or costs of Remediation to which the Indemnified Parties may become subject to the extent such Losses or costs of Remediation arise by reason of the gross negligence, illegal acts, fraud of willful misconduct of the Indemnified Parties12. This indemnity shall survive any termination, satisfaction or foreclosure of this Security Instrument, subject to the provisions of SECTION 10.5.

Environmental Indemnification. Borrower shallIn addition to the indemnifications hereunder and under any other Loan Documents, at its sole cost Parent and expenseBorrower, protectjointly and severally, defend, hereby indemnify, release protect and hold each Indemnified Person harmless the Indemnified Parties from and against any and all Losses liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, proceedings, costs, expenses (including, without limitation, all attorneys’ fees and costs of Remediation (legal expenses whether or not performed voluntarily)suit is brought) and disbursements of any kind or nature whatsoever which may at any time be imposed on, engineers' feesincurred by, environmental consultants' fees, and costs of investigation (including but not limited to sampling, testing, and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas) imposed upon or incurred by or asserted against any such Indemnified PartiesPerson, and directly with respect to or indirectly arising out of as a direct or in any way relating to any one or more indirect result of the following: (a) violation by any presence Loan Party of any Hazardous Substances in, on, above, Environmental Law; or under the Property; (b) with respect to or as a direct or indirect result of any past, present or threatened Release of Hazardous Substances in, on, above, under or from the Property; (c) any activity by Borrower, any Person affiliated with Borrower or any tenant or other user of the Property in connection with any actual, proposed or threatened Loan Party’s use, treatmentgeneration, manufacture, production, storage, holdingrelease, existencethreatened release, disposition discharge, disposal or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from the Property of any Hazardous Substances at any tine located in, under, on or above the Property; (d) any activity by Borrower, any Person affiliated with Borrower or any tenant or other user of the Property in connection with any actual or proposed Remediation of any Hazardous Substances at any time located in, under, on or above the Property, whether or not such Remediation is voluntary or pursuant to court or administrative order, including but not limited to any removal, remedial or corrective action; (e) any past or present non-compliance or violations of any Environmental Laws (or permits issued pursuant to any Environmental Law) presence in connection with the Property Mortgaged Properties of a hazardous substance including, without limitation, (a) all damages of any such use, generation, manufacture, production, storage, release, threatened release, discharge, disposal or operations thereonpresence, including but not limited to or (b) the costs of any failure by Borrowerreasonably required or necessary environmental investigation, monitoring, repair, cleanup or detoxification and the preparation and implementation of any Affiliate of Borrower or any tenant closure, remedial or other user of the Property to comply with any order of any Governmental Authority in connection with any Environmental Laws; plans (f) the imposition, recording or filing of any Environmental Lien encumbering the Property; (g) any administrative processes or proceedings or judicial proceedings in any way connected with any matter addressed in Article 8 and this SECTION 9.4; (h) any past, present or threatened injury to, destruction of or loss of natural resources in any way connected with the Property, including but not limited to costs to investigate and assess such injury, destruction or loss; (i) any acts of Borrower or other users of the Property in arranging for disposal or treatment, or arranging with a transporter for transport for disposal or treatment, of Hazardous Substances owned or possessed by such Borrower or other users, at any facility or incineration vessel owned or operated by another Person and containing such or any similar Hazardous Substance; (j) any acts of Borrower or other users of the Property, in accepting any Hazardous Substances for transport to disposal or treatment facilities, incineration vessels or sites selected by Borrower or such other users, from which there is a Release, or a threatened Release of any Hazardous Substance which causes the incurrence of costs for Remediation; (k) any personal injury, wrongful death, or property damage arising under any statutory or common law or tort law theory, including but not limited to damages assessed for the maintenance of a private or public nuisance or for the conducting of an abnormally dangerous activity on or near the Property; and (1) any misrepresentation or inaccuracy in any representation or warranty or material breach or failure to perform any covenants or other obligations pursuant to Article 8. Notwithstanding all the foregoing, Borrower collectively, the “Indemnified Environmental Liabilities”). PARENT AND BORROWER AGREE, JOINTLY AND SEVERALLY, TO INDEMNIFY AND HOLD EACH INDEMNIFIED PERSON HARMLESS AS PROVIDED IN THIS SECTION 12.06, WHETHER OF NOT THE INDEMNIFIED ENVIRONMENTAL LIABILITIES ARISE OUT OF OR AS A RESULT OF ANY INDEMNIFIED PERSON’S NEGLIGENCE IN WHOLE OR IN PART, INCLUDING, WITHOUT LIMITATION, THOSE INDEMNIFIED ENVIRONMENTAL LIABILITIES WHICH RESULT FROM THE SOLE, JOINT, CONCURRENT OR COMPARATIVE NEGLIGENCE OF THE INDEMNIFIED PERSON, OR ANY ONE OR MORE OF THEM. The provisions of and undertakings and indemnification set forth in this Section 12.06 shall not be liable under this SECTION 9.4 for any Losses or costs of Remediation to which survive (x) the Indemnified Parties may become subject to the extent such Losses or costs of Remediation arise by reason satisfaction and payment of the gross negligence, illegal acts, fraud of willful misconduct of the Indemnified Parties. This indemnity shall survive any termination, satisfaction or foreclosure Obligations and termination of this Security InstrumentAgreement, subject to and (y) the provisions release of SECTION 10.5any Liens securing the Obligations or the extinguishment of such Liens by foreclosure or action in lieu thereof.

Environmental Indemnification. Borrower shall, at its sole cost and expense, Tenant shall protect, defend, indemnify, release ----------------------------- indemnify and hold harmless the Indemnified Parties Landlord and each Mortgagee, their respective directors, officers, partners employees, agents, successors and assigns from and against (a) any and all Losses claim, loss, damage, cost, expense, liability, fines, penalties, charges, administrative and costs judicial proceedings and orders, judgments. remedial action requirements, enforcement actions of Remediation any kind (whether or not performed voluntarily)including, engineerswithout limitation, reasonable attorneys' fees, environmental consultants' fees, and costs of investigation (including but not limited to sampling, testing, and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gascosts) imposed upon or incurred by or asserted against any Indemnified Parties, and directly or indirectly arising out of or attributable to, in whole or in part, the breach of any way relating to any one or more of the following: (a) any covenants. representations and warranties of this Article XXX or the use, generation, manufacture, production, storage, release, threatened release, discharge, disposal, or presence of any a Hazardous Substances in, Substance on, aboveunder, from or about the Premises due to the actions of Tenant, or under the Property; any of its employees, agents, contractors of subcontractors, or (b) any pastother activity carried on or undertaken on or off the Premises, present whether during the period of Tenant's ownership of the Premises or threatened Release of Hazardous Substances induring the Term, on, above, under or from the Property; (c) any activity by Borrower, any Person affiliated with Borrower Tenant or any tenant employees, agents, contractors or other user subcontractors of Tenant or any third persons present on the Premises with the consent of the Property in connection with any actualTenant, proposed or threatened use, treatment, storage, holding, existence, disposition or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from the Property of any Hazardous Substances at any tine located in, under, on or above the Property; (d) any activity by Borrower, any Person affiliated with Borrower or any tenant or other user of the Property in connection with any actual or proposed Remediation of any Hazardous Substances at any time located in, under, on or above the Property, whether or not such Remediation is voluntary or pursuant to court or administrative order, including but not limited to any removal, remedial or corrective action; (e) any past or present non-compliance or violations of any Environmental Laws (or permits issued pursuant to any Environmental Law) in connection with the Property handling, treatment, removal, storage, decontamination, clean-up, transport or operations thereondisposal of any Hazardous Substance located or present on, including but not limited to under, from or about the Premises during the Term or Tenant's ownership of the Premises or both, including, without limitation: (i) the costs of any failure by Borrowerrequired or necessary repair, cleanup or detoxification of the Premises and the preparation and implementation of any Affiliate of Borrower or any tenant closure, remedial or other user of the Property to comply with any order of any Governmental Authority in connection with any Environmental Laws; required plans including, without limitation: (fA) the impositioncosts of removal or remedial action incurred by the United States Government or the state in which the Premises are located, recording or filing of response costs incurred by any Environmental Lien encumbering the Property; (g) any administrative processes other person, or proceedings or judicial proceedings in any way connected with any matter addressed in Article 8 and this SECTION 9.4; (h) any past, present or threatened damages from injury to, destruction of of, or loss of natural resources in any way connected with the Propertyresources, including but not limited to the costs to investigate and assess of assessing such injury, destruction or loss, incurred pursuant any Environmental Law; (iB) any acts the clean-up costs, fines, damages or penalties incurred pursuant to the provisions of Borrower applicable state law; and (C) the cost and expenses of abatement, correction or other users of clean-up, fines, damages, response costs or penalties which arise from the Property in arranging for disposal or treatment, or arranging with a transporter for transport for disposal or treatment, of Hazardous Substances owned or possessed by such Borrower or other users, at any facility or incineration vessel owned or operated by another Person and containing such or any similar Hazardous Substance; (j) any acts of Borrower or other users of the Property, in accepting any Hazardous Substances for transport to disposal or treatment facilities, incineration vessels or sites selected by Borrower or such other users, from which there is a Release, or a threatened Release provisions of any Hazardous Substance which causes the incurrence of costs other statute, state or federal; and (ii) liability for Remediation; (k) any personal injury, wrongful death, injury or property damage arising under any statutory or common law or tort law theorydamage, including but not limited to damages assessed for the maintenance of a the public or private or public nuisance nuisance, response costs or for the conducting carrying on of an abnormally dangerous activity on or near the Property; and (1) any misrepresentation or inaccuracy in any representation or warranty or material breach or failure to perform any covenants or other obligations pursuant to Article 8. Notwithstanding the foregoing, Borrower shall not be liable under this SECTION 9.4 for any Losses or costs of Remediation to which the Indemnified Parties may become subject to the extent such Losses or costs of Remediation arise by reason of the gross negligence, illegal acts, fraud of willful misconduct of the Indemnified Partiesactivity. This indemnity is intended to be operable under 42 U.S.C. Section 9607(e)(1), and any successor section thereof and shall survive any termination, satisfaction expiration or foreclosure earlier termination of this Security InstrumentLease and any transfer of all or a portion of the Premises by Tenant. The foregoing indemnity shall in no manner be construed to limit or adversely affect Landlord's rights under this Article XXX, subject including, without limitation, Landlord's rights to approve any Remedial Work (as defined below) or the provisions of SECTION 10.5contractors and consulting engineers retained in connection therewith.

Environmental Indemnification. Borrower Mortgagor shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all Losses and costs of Remediation (whether or not performed voluntarily), engineers' fees, environmental consultants' fees, and costs of investigation (including including, but not limited to to, sampling, testing, and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas) imposed upon or incurred by or asserted against any Indemnified Parties, and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any presence of any Hazardous Substances in, on, above, or under the Property; (b) any past, present or threatened Release of Hazardous Substances in, on, above, under or from the Property; (c) any activity by BorrowerMortgagor, any Person affiliated with Borrower Mortgagor or any tenant or other user of the Property in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from the Property of any Hazardous Substances at any tine located in, under, on or above the Property; (d) any activity by BorrowerMortgagor, any Person affiliated with Borrower Mortgagor or any tenant or other user of the Property in connection with any actual or proposed Remediation of any Hazardous Substances at any time located in, under, on or above the Property, whether or not such Remediation is voluntary or pursuant to court or administrative order, including including, but not limited to to, any removal, remedial or corrective action; (e) any past or present non-compliance or violations of any Environmental Laws (or permits issued pursuant to any Environmental Law) in connection with the Property or operations thereon, including including, but not limited to to, any failure by BorrowerMortgagor, any Affiliate of Borrower Mortgagor or any tenant or other user of the Property to comply with any order of any Governmental Authority in connection with any Environmental Laws; (f) the imposition, recording or filing of any Environmental Lien encumbering the Property; (g) any administrative processes or proceedings or judicial proceedings in any way connected with any matter addressed in Article 8 and this SECTION Section 9.4; (h) any past, present or threatened injury to, destruction of or loss of natural resources in any way connected with the Property, including including, but not limited to to, costs to investigate and assess such injury, destruction or loss; (i) any acts of Borrower Mortgagor or other users of the Property in arranging for disposal or treatment, or arranging with a transporter for transport for disposal or treatment, of Hazardous Substances owned or possessed by such Borrower Mortgagor or other users, at any facility or incineration vessel owned or operated by another Person and containing such or any similar Hazardous Substance; (j) any acts of Borrower Mortgagor or other users of the Property, Property in accepting any Hazardous Substances for transport to disposal or treatment facilities, incineration vessels or sites selected by Borrower or such other users, from which there is a Release, Release or a threatened Release of any Hazardous Substance which causes the incurrence of costs for Remediation; (k) any personal injury, wrongful death, or property damage arising under any statutory or common law or tort law theory, including including, but not limited to to, damages assessed for the maintenance of a private or public nuisance or for the conducting of an abnormally dangerous activity on or near the PropertyProperty in violation of any Environmental Law or resulting from the presence on the Property of any Hazardous Substance; and (1) any misrepresentation or inaccuracy in any representation or warranty or material breach or failure to perform any covenants or other obligations pursuant to Article 8. Notwithstanding the foregoing, Borrower shall not be liable under this SECTION 9.4 for any Losses or costs of Remediation to which the Indemnified Parties may become subject to the extent such Losses or costs of Remediation arise by reason of the gross negligence, illegal acts, fraud of willful misconduct of the Indemnified Parties. This indemnity shall survive any termination, satisfaction or foreclosure of this Security Instrument, subject to the provisions of SECTION Section 10.5.

Environmental Indemnification. Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all Losses and costs of Remediation (whether or not performed voluntarily), engineers' fees, environmental consultants' fees, and costs of investigation (including but not limited to sampling, testing, and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas) imposed upon or incurred by or asserted against any Indemnified Parties, and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any presence of any Hazardous Substances in, on, above, or under the Property; (b) any past, present or threatened Release of Hazardous Substances in, on, above, under or from the Property; (c) any activity by Borrower, any Person person or entity affiliated with Borrower or any tenant or other user of the Property in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from the Property of any Hazardous Substances at any tine time located in, under, on or above the Property; (d) any activity by Borrower, any Person person or entity affiliated with Borrower or any tenant or other user of the Property in connection with any actual or proposed Remediation of any Hazardous Substances at any time located in, under, on or above the Property, whether or not such Remediation is voluntary or pursuant to court or administrative order, including but not limited to any removal, remedial or corrective action; (e) any past or present non-compliance or violations of any Environmental Laws (or permits issued pursuant to any Environmental Law) in connection with the Property or operations thereon, including but not limited to any failure by Borrower, any Affiliate of person or entity affiliated with Borrower or any tenant or other user of the Property to comply with any order of any Governmental Authority governmental authority in connection with any Environmental Laws; (f) the imposition, recording or filing of any Environmental Lien encumbering the Property; (g) any administrative processes or proceedings or judicial proceedings in any way connected with any matter addressed in Article 8 12 and this SECTION 9.4Section 13.4; (h) any past, present or threatened injury to, destruction of or loss of natural resources in any way connected with the Property, including but not limited to costs to investigate and assess such injury, destruction or loss; (i) any acts of Borrower or other users of the Property in arranging for disposal or treatment, or arranging with a transporter for transport for disposal or treatment, of Hazardous Substances owned or possessed by such Borrower or other users, at any facility or incineration vessel owned or operated by another Person person or entity and containing such or any similar Hazardous Substance; (j) any acts of Borrower or other users of the Property, in accepting any Hazardous Substances for transport to disposal or treatment facilities, incineration vessels or sites selected by Borrower or such other users, from which there is a Release, or a threatened Release of any Hazardous Substance which causes the incurrence of costs for Remediation; (k) any personal injury, wrongful death, or property damage arising under any statutory or common law or tort law theory, including but not limited to damages assessed for the maintenance of a private or public nuisance or for the conducting of an abnormally dangerous activity on or near the Property; and (1) any misrepresentation or inaccuracy in any representation or warranty or material breach or failure to perform any covenants or other obligations pursuant to Article 812. The foregoing indemnity shall survive the payment of the Note, the exercise of a power of sale in respect of the Property, the foreclosure of this Security Instrument or the acceptance of a deed in lieu of the foreclosure of this Security Instrument for a period of two (2) years (the "Environmental Survival Period"), and, except as hereinafter provided, any claim not brought within the Environmental Survival Period shall be deemed waived. Notwithstanding the foregoing, upon the payment in full of the Note and the performance by Borrower of all other Obligations and the release or discharge of record by Lender of this Security Instrument, the foregoing indemnity shall be of no further force or effect upon Borrower's delivery to Lender of an environmental report, prepared by an environmental consultant satisfactory to Lender, showing that no Releases have occurred upon the Property which have not been remediated in accordance with all applicable Environmental Laws and that the Property is otherwise in compliance in all material respects with all Environmental Laws; provided, however, that, notwithstanding anything contained herein to the contrary, in the event such environmental report, or any other environmental report obtained by Lender, shall disclose that a Release occurred upon the Property which has not been remediated in compliance in all material respects with all applicable Environmental Laws or that the Property is not in compliance in all material respects with all Environmental Laws, the foregoing indemnity shall fully survive indefinitely. Nothing herein shall be liable under this SECTION 9.4 deemed to impose any liability upon Borrower for any Losses Release of Hazardous Substances, or costs any violation of Remediation Environmental Laws, occurring solely subsequent to which (A) a transfer of the Indemnified Parties may become subject Property in accordance with the terms of Article 8 hereof, provided that the transferee shall execute and deliver to the extent such Losses or costs Lender an indemnification substantially in the form of Remediation arise by reason this Section 13.4, (B) the payment in full of the gross negligenceNote and the performance by Borrower of all other Obligations and the release or discharge of record by Lender of this Security Instrument, illegal acts, fraud (C) the exercise of willful misconduct any power of sale in respect of the Indemnified Parties. This indemnity shall survive any terminationProperty, satisfaction or (D) the foreclosure of this Security Instrument or the acceptance of a deed in lieu of foreclosure of this Security Instrument, subject to the provisions of SECTION 10.5.

Environmental Indemnification. Borrower shallIn addition to the indemnifications hereunder and under any other Loan Documents, at its sole cost the Loan Parties, jointly and expenseseverally, protect, defend, shall indemnify, release protect and hold each Indemnified Person harmless the Indemnified Parties from and against any and all Losses liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, proceedings, costs, expenses (including, without limitation, all attorneys’ fees and costs of Remediation (legal expenses whether or not performed voluntarily)suit is brought) and disbursements of any kind or nature whatsoever which may at any time be imposed on, engineers' feesincurred by, environmental consultants' fees, and costs of investigation (including but not limited to sampling, testing, and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas) imposed upon or incurred by or asserted against any such Indemnified PartiesPerson, and directly with respect to or indirectly arising out of as a direct or in any way relating to any one or more indirect result of the following: (a) violation by any presence Loan Party of any Hazardous Substances in, on, above, Environmental Law; or under the Property; (b) with respect to or as a direct or indirect result of any past, present or threatened Release of Hazardous Substances in, on, above, under or from the Property; (c) any activity by Borrower, any Person affiliated with Borrower or any tenant or other user of the Property in connection with any actual, proposed or threatened Loan Party’s use, treatmentgeneration, manufacture, production, storage, holdingrelease, existencethreatened release, disposition discharge, disposal or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from the Property of any Hazardous Substances at any tine located in, under, on or above the Property; (d) any activity by Borrower, any Person affiliated with Borrower or any tenant or other user of the Property in connection with any actual or proposed Remediation of any Hazardous Substances at any time located in, under, on or above the Property, whether or not such Remediation is voluntary or pursuant to court or administrative order, including but not limited to any removal, remedial or corrective action; (e) any past or present non-compliance or violations of any Environmental Laws (or permits issued pursuant to any Environmental Law) presence in connection with the Property Mortgaged Properties of a hazardous substance including, without limitation, (a) all damages of any such use, generation, manufacture, production, storage, release, threatened release, discharge, disposal or operations thereonpresence, including but not limited to or (b) the costs of any failure by Borrowerreasonably required or necessary environmental investigation, monitoring, repair, cleanup or detoxification and the preparation and implementation of any Affiliate of Borrower or any tenant closure, remedial or other user of the Property to comply with any order of any Governmental Authority in connection with any Environmental Laws; plans (f) the imposition, recording or filing of any Environmental Lien encumbering the Property; (g) any administrative processes or proceedings or judicial proceedings in any way connected with any matter addressed in Article 8 and this SECTION 9.4; (h) any past, present or threatened injury to, destruction of or loss of natural resources in any way connected with the Property, including but not limited to costs to investigate and assess such injury, destruction or loss; (i) any acts of Borrower or other users of the Property in arranging for disposal or treatment, or arranging with a transporter for transport for disposal or treatment, of Hazardous Substances owned or possessed by such Borrower or other users, at any facility or incineration vessel owned or operated by another Person and containing such or any similar Hazardous Substance; (j) any acts of Borrower or other users of the Property, in accepting any Hazardous Substances for transport to disposal or treatment facilities, incineration vessels or sites selected by Borrower or such other users, from which there is a Release, or a threatened Release of any Hazardous Substance which causes the incurrence of costs for Remediation; (k) any personal injury, wrongful death, or property damage arising under any statutory or common law or tort law theory, including but not limited to damages assessed for the maintenance of a private or public nuisance or for the conducting of an abnormally dangerous activity on or near the Property; and (1) any misrepresentation or inaccuracy in any representation or warranty or material breach or failure to perform any covenants or other obligations pursuant to Article 8. Notwithstanding all the foregoing, Borrower collectively, the “Indemnified Environmental Liabilities”). THE LOAN PARTIES AGREE TO INDEMNIFY AND HOLD EACH INDEMNIFIED PERSON HARMLESS AS PROVIDED IN THIS SECTION 12.06, WHETHER OF NOT THE INDEMNIFIED ENVIRONMENTAL LIABILITIES ARISE OUT OF OR AS A RESULT OF ANY INDEMNIFIED PERSON’S NEGLIGENCE IN WHOLE OR IN PART, INCLUDING, WITHOUT LIMITATION, THOSE INDEMNIFIED ENVIRONMENTAL LIABILITIES WHICH RESULT FROM THE SOLE, JOINT, CONCURRENT OR COMPARATIVE NEGLIGENCE OF THE INDEMNIFIED PERSON, OR ANY ONE OR MORE OF THEM. The provisions of and undertakings and indemnification set forth in this Section 12.06 shall not be liable under this SECTION 9.4 for any Losses or costs of Remediation to which survive (x) the Indemnified Parties may become subject to the extent such Losses or costs of Remediation arise by reason satisfaction and payment of the gross negligence, illegal acts, fraud of willful misconduct of the Indemnified Parties. This indemnity shall survive any termination, satisfaction or foreclosure Obligations and termination of this Security InstrumentAgreement, subject to and (y) the provisions release of SECTION 10.5any Liens securing the Obligations or the extinguishment of such Liens by foreclosure or action in lieu thereof.

Environmental Indemnification. Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all Losses and costs of Remediation (whether or not performed voluntarily), engineers' ’ fees, environmental consultants' ’ fees, and costs of investigation (including but not limited to sampling, testing, and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas) imposed upon or incurred by or asserted against any Indemnified Parties, and directly or indirectly arising out of or in any way relating to any one or more of the following: following (except to the extent that (i) any such claims, losses or costs arise from the gross negligence or willful misconduct of any Indemnified Parties or (ii) the same relate solely to Hazardous Substances first introduced to the Property by anyone other than Borrower, its agents or employees following the foreclosure of this Security Instrument (or the delivery and acceptance of a deed in lieu of such foreclosure) and the obtaining by the purchaser at such foreclosure sale or grantee under such deed of possession of the Property): (a) any presence of any Hazardous Substances in, on, above, or under the PropertyProperty (including, without limitation, those which are the subject of the RAP); (b) any past, present or threatened Release of Hazardous Substances in, on, above, under or from the Property; (c) any activity by Borrower, any Person person or entity affiliated with Borrower or any tenant or other user of the Property in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from the Property of any Hazardous Substances at any tine time located in, under, on or above the Property; (d) any activity by Borrower, any Person person or entity affiliated with Borrower or any tenant or other user of the Property in connection with the RAP or any other actual or proposed Remediation of any Hazardous Substances at any time located in, under, on or above the Property, whether or not such Remediation is voluntary or pursuant to court or administrative order, including but not limited to any removal, remedial or corrective action; (e) any past past, present or present non-threatened non compliance or violations of any Environmental Laws (or permits issued pursuant to any Environmental Law) in connection with the Property or operations thereon, including but not limited to any failure by Borrower, any Affiliate of person or entity affiliated with Borrower or any tenant or other user of the Property to comply with any order of any Governmental Authority governmental authority in connection with any Environmental Laws; (f) the imposition, recording or filing or the threatened imposition, recording or filing of any Environmental Lien encumbering the Property; (g) any administrative processes or proceedings or judicial proceedings in any way connected with any matter addressed in Article 8 12 and this SECTION 9.4Section 13.4; (h) any past, present or threatened injury to, destruction of or loss of natural resources in any way connected with the Property, including but not limited to costs to investigate and assess such injury, destruction or loss; (i) any acts of Borrower or other users of the Property in arranging for disposal or treatment, or arranging with a transporter for transport for disposal or treatment, of Hazardous Substances owned or possessed by such Borrower or other users, at any facility or incineration vessel owned or operated by another Person person or entity and containing such or any similar Hazardous SubstanceMaterials; (j) any acts of Borrower or other users of the Property, in accepting any Hazardous Substances for transport to disposal or treatment facilities, incineration vessels or sites selected by Borrower or such other users, from which there is a Release, or a threatened Release of any Hazardous Substance which causes the incurrence of costs for Remediation; (k) any personal injury, wrongful death, or property damage arising under any statutory or common law or tort law theory, including but not limited to damages assessed for the maintenance of a private or public nuisance or for the conducting of an abnormally dangerous activity on or near the Property, and arising out of a Release of any Hazardous Substance on, under or about the Property; and (1l) any misrepresentation or inaccuracy in any representation or warranty or material breach or failure to perform any covenants or other obligations pursuant to Article 8. Notwithstanding the foregoing, Borrower shall not be liable under this SECTION 9.4 for any Losses or costs of Remediation to which the Indemnified Parties may become subject to the extent such Losses or costs of Remediation arise by reason of the gross negligence, illegal acts, fraud of willful misconduct of the Indemnified Parties. This indemnity shall survive any termination, satisfaction or foreclosure of this Security Instrument, subject to the provisions of SECTION 10.512.

Environmental Indemnification. Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all Losses and costs of Remediation (whether or not performed voluntarily), engineers' ’ fees, environmental consultants' ’ fees, and costs of investigation (including but not limited to sampling, testing, and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas) imposed upon or incurred by or asserted against any Indemnified Parties, and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any presence of any Hazardous Substances in, on, above, or under the Property; (b) any past, present or threatened Release of Hazardous Substances in, on, above, under or from the Property; (c) any activity by Borrower, any Person affiliated with Borrower or any tenant or other user of the Property in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from the Property of any Hazardous Substances at any tine located in, under, on or above the Property; (d) any activity by Borrower, any Person affiliated with Borrower or any tenant or other user of the Property in connection with any actual or proposed Remediation of any Hazardous Substances at any time located in, under, on or above the Property, whether or not such Remediation is voluntary or pursuant to court or administrative order, including but not limited to any removal, remedial or corrective action; (e) any past or present non-compliance or violations of any Environmental Laws (or permits issued pursuant to any Environmental Law) in connection with the Property or operations thereon, including but not limited to any failure by Borrower, any Affiliate of Borrower or any tenant or other user of the Property to comply with any order of any Governmental Authority in connection with any Environmental Laws; (f) the imposition, recording or filing of any Environmental Lien encumbering the Property; (g) any administrative processes or proceedings or judicial proceedings in any way connected with any matter addressed in Article 8 and this SECTION Section 9.4; (h) any past, present or threatened injury to, destruction of or loss of natural resources in any way connected with the Property, including but not limited to costs to investigate and assess such injury, destruction or loss; (i) any acts of Borrower or other users of the Property in arranging for disposal or treatment, or arranging with a transporter for transport for disposal or treatment, of Hazardous Substances owned or possessed by such Borrower or other users, at any facility or incineration vessel owned or operated by another Person and containing such or any similar Hazardous Substance; (j) any acts of Borrower or other users of the Property, in accepting any Hazardous Substances for transport to disposal or treatment facilities, incineration vessels or sites selected by Borrower or such other users, from which there is a Release, or a threatened Release of any Hazardous Substance which causes the incurrence of costs for Remediation; (k) any personal injury, wrongful death, or property damage arising under any statutory or common law or tort law theory, including but not limited to damages assessed for the maintenance of a private or public nuisance or for the conducting of an abnormally dangerous activity on or near the Property; and (1) any misrepresentation or inaccuracy in any representation or warranty or material breach or failure to perform any covenants or other obligations pursuant to Article 8. Notwithstanding the foregoing, Borrower shall not be liable under this SECTION 9.4 for any Losses or costs of Remediation to which the Indemnified Parties may become subject to the extent such Losses or costs of Remediation arise by reason of the gross negligence, illegal acts, fraud of willful misconduct of the Indemnified Parties. This indemnity shall survive any termination, satisfaction or foreclosure of this Security Instrument, subject to the provisions of SECTION Section 10.5.

Environmental Indemnification. Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all Losses and costs of Remediation (whether or not performed voluntarily), engineers' fees, environmental consultants' fees, and costs of investigation (including but not limited to sampling, testing, and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas) imposed upon or incurred by or asserted against any Indemnified Parties, and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any presence of any Hazardous Substances in, on, above, or under the Property; (b) any past, present or threatened Release of Hazardous Substances in, on, above, under or from the Property; (c) any activity by Borrower, any Person affiliated with Borrower or any tenant or other user of the Property in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from the Property of any Hazardous Substances at any tine time located in, under, on or above the Property; (d) any activity by Borrower, any Person affiliated with Borrower or any tenant or other user of the Property in connection with any actual or proposed Remediation of any Hazardous Substances at any time located in, under, on or above the Property, whether or not such Remediation is voluntary or pursuant to court or administrative order, including but not limited to any removal, remedial or corrective action; (e) any past or present non-compliance or violations of any Environmental Laws (or permits issued pursuant to any Environmental Law) in connection with the Property or operations thereon, including but not limited to any failure by Borrower, any Affiliate of Borrower or any tenant or other user of the Property to comply with any order of any Governmental Authority in connection with any Environmental Laws; (f) the imposition, recording or filing of any Environmental Lien encumbering the Property; (g) any administrative processes or proceedings or judicial proceedings in any way connected with any matter addressed in Article 8 and this SECTION Section 9.4; (h) any past, present or threatened injury to, destruction of or loss of natural resources in any way connected with the Property, including but not limited to costs to investigate and assess such injury, destruction or loss; (i) any acts of Borrower or other users of the Property in arranging for disposal or treatment, or arranging with a transporter for transport for disposal or treatment, of Hazardous Substances owned or possessed by such Borrower or other users, at any facility or incineration vessel owned or operated by another Person and containing such or any similar Hazardous Substance; (j) any acts of Borrower or other users of the Property, in accepting any Hazardous Substances Substance for transport to disposal or treatment facilities, incineration vessels or sites selected by Borrower or such other users, from which there is a Release, or a threatened Release of any Hazardous Substance which causes the incurrence of costs for Remediation; (k) any personal injury, wrongful death, or property damage arising under any statutory or common law or tort law theory, including but not limited to damages assessed for the maintenance of a private or public nuisance or for the conducting of an abnormally dangerous activity on or near the PropertyProperty (in each case, to the extent arising out of the presence of Hazardous Substances); and (1l) any misrepresentation or inaccuracy in any representation or warranty or material breach or failure to perform any covenants or other obligations pursuant to Article 8. Notwithstanding the foregoing, Borrower shall not be liable under this SECTION 9.4 for any Losses or costs of Remediation to which the Indemnified Parties may become subject to the extent such Losses or costs of Remediation arise by reason of the gross negligence, illegal acts, fraud of willful misconduct of the Indemnified Parties. This indemnity shall survive any termination, satisfaction or foreclosure of this Security Instrument, subject to the provisions of Section 10.5. Notwithstanding the foregoing, Borrower shall have no liability for any Losses imposed upon or incurred by or asserted against any Indemnified Parties and described in this SECTION 10.59.4 to the extent that such Losses arose solely by actions, conditions or events relating to the Hazardous Substances placed in, on, above or under the Property after the date that Lender or any Affiliate or nominee of Lender (or any purchaser at a foreclosure sale) actually acquired title to the Property and were not caused by the direct or indirect actions of Borrower or any officer or director of Borrower or any employee, agent, contractor or Affiliate of Borrower.

Environmental Indemnification. Borrower shall, at its sole cost and expense, protect, defend, indemnify, release Indemnify and hold the Lender and its shareholders, officers, directors, employees, agents, attorneys-in-fact and Affiliates and each trustee for the benefit of the Lender under any Security Document (each of the foregoing an “Indemnitee”) harmless the Indemnified Parties from and against any and all Losses claims, losses, damages, liabilities, fines, penalties, charges, administrative and judicial proceedings and orders, judgments, remedial actions, requirements and enforcement actions of any kind, and all costs of Remediation and expenses incurred in connection therewith (whether or not performed voluntarilyincluding reasonable attorneys’ fees and expenses), engineers' fees, environmental consultants' fees, and costs of investigation (including but not limited to sampling, testing, and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas) imposed upon or incurred by or asserted against any Indemnified Parties, and arising directly or indirectly arising out of indirectly, in whole or in any way relating to any one or more of the following: part, from (a) any the presence of any Hazardous Substances in, on, aboveunder, or under from any of its Property, whether prior to or during the Property; term hereof, (b) any pastactivity carried on or undertaken on any of its Property, whether prior to or during the term hereof, and whether by it or any of its predecessors in title, employees, agents, contractors or subcontractors or any other Person at any time occupying or present on such Property, in connection with the handling, treatment, removal, storage, decontamination, cleanup, transportation, or threatened Release disposal of Hazardous Substances inany hazardous substances at any time located or present on or under such Property, on, above, under or from the Property; (c) any activity by Borrowerresidual contamination on or under any of its Property, (d) any Person affiliated with Borrower contamination of any Property or any tenant or other user of the Property natural resources arising in connection with any actualthe generation, proposed or threatened use, treatmenthandling, storage, holding, existence, disposition transportation or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from the Property disposal of any Hazardous Substances at any tine located in, under, on or above the Property; (d) any activity by Borrower, any Person affiliated with Borrower it or any tenant of its employees, agents, contractors, or subcontractors while such Persons are acting within the scope of their relationship with it, irrespective of whether any of such activities were or will be undertaken in accordance with applicable Requirements of Law, or (e) the performance and enforcement of any Loan Document or any other user of the Property act or omission in connection with or related to any actual Loan Document or proposed Remediation the transactions contemplated thereby, including any such claim, loss, damage, liability, fine, penalty, charge, administrative or judicial proceeding, order, judgment, remedial action, requirement, enforcement action, cost or expense, arising from the negligence (but not the gross negligence or willful misconduct), whether sole or concurrent, of any Hazardous Substances at Indemnitee; with the foregoing indemnity surviving satisfaction of all Obligations and the termination of this Agreement, unless all such Obligations have been satisfied wholly in cash and not by way of realization against any time located inCollateral or the conveyance of any Property in lieu thereof, underprovided, on however, that such Indemnity shall not extend to any act or above omission by the PropertyLender with respect to any Property subsequent to the Lender becoming the owner of such Property and with respect to which Property such claim, whether or not such Remediation is voluntary or pursuant to court or administrative loss, damage, liability, fine, penalty, charge, proceeding, order, including but not limited judgment, action or requirement arises subsequent to any removal, remedial or corrective action; (e) any past or present non-compliance or violations the acquisition of any Environmental Laws (or permits issued pursuant to any Environmental Law) in connection with title thereto by the Property or operations thereon, including but not limited to any failure by Borrower, any Affiliate of Borrower or any tenant or other user of the Property to comply with any order of any Governmental Authority in connection with any Environmental Laws; (f) the imposition, recording or filing of any Environmental Lien encumbering the Property; (g) any administrative processes or proceedings or judicial proceedings in any way connected with any matter addressed in Article 8 and this SECTION 9.4; (h) any past, present or threatened injury to, destruction of or loss of natural resources in any way connected with the Property, including but not limited to costs to investigate and assess such injury, destruction or loss; (i) any acts of Borrower or other users of the Property in arranging for disposal or treatment, or arranging with a transporter for transport for disposal or treatment, of Hazardous Substances owned or possessed by such Borrower or other users, at any facility or incineration vessel owned or operated by another Person and containing such or any similar Hazardous Substance; (j) any acts of Borrower or other users of the Property, in accepting any Hazardous Substances for transport to disposal or treatment facilities, incineration vessels or sites selected by Borrower or such other users, from which there is a Release, or a threatened Release of any Hazardous Substance which causes the incurrence of costs for Remediation; (k) any personal injury, wrongful death, or property damage arising under any statutory or common law or tort law theory, including but not limited to damages assessed for the maintenance of a private or public nuisance or for the conducting of an abnormally dangerous activity on or near the Property; and (1) any misrepresentation or inaccuracy in any representation or warranty or material breach or failure to perform any covenants or other obligations pursuant to Article 8Lender. Notwithstanding the foregoing, Borrower shall not be liable All amounts due under this SECTION 9.4 for any Losses or costs of Remediation to which the Indemnified Parties may become subject to the extent such Losses or costs of Remediation arise by reason of the gross negligence, illegal acts, fraud of willful misconduct of the Indemnified Parties. This indemnity Section 5.21 shall survive any termination, satisfaction or foreclosure of this Security Instrument, subject to the provisions of SECTION 10.5be payable on written demand therefor.

Environmental Indemnification. The Borrower shall, at its sole cost and expense, protect, defendon a current basis, indemnify, release defend and hold the Administrative Agent and each Lender and each of their shareholders, officers, directors, employees, agents, attorneys-in-fact, and affiliates and each trustee for the benefit of the Administrative Agent or the Lenders under any Security Document (each an "Indemnified Party") harmless the Indemnified Parties on a current basis from and against any and all Losses claims, losses, damages, liabilities, fines, penalties, charges, administrative and judicial proceedings and orders, judgments, remedial actions, requirements and enforcement actions of any kind, and all costs of Remediation and expenses incurred in connection therewith (whether or not performed voluntarilyincluding, without limitation, reasonable attorneys' fees and expenses), engineers' fees, environmental consultants' fees, and costs of investigation (including but not limited to sampling, testing, and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas) imposed upon or incurred by or asserted against any Indemnified Parties, and arising directly or indirectly arising out of indirectly, in whole or in any way relating to any one or more of the following: part, from (a) any the presence of any Hazardous Substances in, hazardous substances on, aboveunder, or under from any Property of the Property; Borrower, whether prior to or during the term hereof, (b) any pastactivity carried on or undertaken on or off any Property of the Borrower, whether prior to or during the term hereof, and whether by the Borrower or any predecessor in title, employee, agent, contractor, or subcontractor of the Borrower or any other Person at any time occupying or present on such Property, in connection with the handling, treatment, removal, storage, decontamination, cleanup, transportation, or threatened Release disposal of Hazardous Substances inany hazardous substances at any time located or present on or under such Property, on, above, under or from the Property; (c) any activity by residual contamination on or under any Property of the Borrower, any Person affiliated with Borrower or any tenant or other user of the Property in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from the Property of any Hazardous Substances at any tine located in, under, on or above the Property; (d) any activity by Borrower, any Person affiliated with Borrower or any tenant or other user of the Property in connection with any actual or proposed Remediation contamination of any Hazardous Substances at any time located in, under, on Property or above the Property, whether or not such Remediation is voluntary or pursuant to court or administrative order, including but not limited to any removal, remedial or corrective action; (e) any past or present non-compliance or violations of any Environmental Laws (or permits issued pursuant to any Environmental Law) natural resources arising in connection with the Property generation, use, handling, storage, transportation or operations thereon, including but not limited to disposal of any failure hazardous substances by Borrower, any Affiliate of the Borrower or any tenant employee, agent, contractor, or other user subcontractor of the Property to comply with any order Borrower while such persons are acting within the scope of any Governmental Authority in connection with any Environmental Laws; (f) the imposition, recording or filing of any Environmental Lien encumbering the Property; (g) any administrative processes or proceedings or judicial proceedings in any way connected with any matter addressed in Article 8 and this SECTION 9.4; (h) any past, present or threatened injury to, destruction of or loss of natural resources in any way connected their relationship with the PropertyBorrower, including irrespective of whether any of such activities were or will be undertaken in accordance with applicable requirements of law, INCLUDING ANY OF THE FOREGOING IN THIS SECTION ARISING FROM THE SOLE NEGLIGENCE, COMPARATIVE NEGLIGENCE OR CONCURRENT NEGLIGENCE OF ANY OF THE INDEMNIFIED PARTIES OR THE SOLE OR CONCURRENT STRICT LIABILITY IMPOSED ON ANY OF THE INDEMNIFIED PARTIES, but not limited to costs to investigate and assess such injury, destruction or loss; (i) any acts of Borrower or other users of the Property foregoing in arranging for disposal or treatment, or arranging with a transporter for transport for disposal or treatment, of Hazardous Substances owned or possessed by such Borrower or other users, at any facility or incineration vessel owned or operated by another Person and containing such or any similar Hazardous Substance; (j) any acts of Borrower or other users of the Property, in accepting any Hazardous Substances for transport to disposal or treatment facilities, incineration vessels or sites selected by Borrower or such other users, this section arising from which there is a Release, or a threatened Release of any Hazardous Substance which causes the incurrence of costs for Remediation; (k) any personal injury, wrongful death, or property damage arising under any statutory or common law or tort law theory, including but not limited to damages assessed for the maintenance of a private or public nuisance or for the conducting of an abnormally dangerous activity on or near the Property; and (1) any misrepresentation or inaccuracy in any representation or warranty or material breach or failure to perform any covenants or other obligations pursuant to Article 8. Notwithstanding the foregoing, Borrower shall not be liable under this SECTION 9.4 for any Losses or costs of Remediation to which the Indemnified Parties may become subject to the extent such Losses or costs of Remediation arise by reason of the gross negligence, illegal acts, fraud of negligence or willful misconduct on the part of the Indemnified Parties. This Party seeking indemnification under this section; with the foregoing indemnity shall survive any termination, surviving satisfaction or foreclosure of all obligations and the termination of this Security Instrument, subject to the provisions of SECTION 10.5agreement.

Environmental Indemnification. (i) Borrower shall, covenants and agrees at its sole cost and expense, to protect, defend, indemnify, release and hold harmless the Indemnified Parties harmless from and against any and all Losses and costs of Remediation (whether or not performed voluntarily), engineers' fees, environmental consultants' fees, and costs of investigation (including but not limited to sampling, testing, and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas) imposed upon or incurred by or asserted against any Indemnified Parties, Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: (ai) any presence of any Hazardous Substances Substance in, on, above, or under the Property; (bii) any past, present or threatened Release of Hazardous Substances Substance in, on, above, under or from the Property; (ciii) any activity by Borrower, any Person affiliated with Borrower or Borrower, and any tenant Tenant or other user of the Property in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from the Property of any Hazardous Substances Substance at any tine time located in, under, on or above the Property; (d) any activity by Borrower, any Person affiliated with Borrower Property or any tenant or other user of the Property in connection with any actual or proposed Remediation remediation of any Hazardous Substances Substance at any time located in, under, on or above the Property, whether or not such Remediation remediation is voluntary or pursuant to court or administrative order, including but not limited to any removal, remedial or corrective action; (eiv) any past past, present or present threatened non-compliance or violations of any Environmental Laws (or permits issued pursuant to any Environmental Law) in connection with the Property or operations thereon, including but not limited to any failure by Borrower, any Affiliate of Borrower person or entity affiliated with Borrower, and any tenant or other user of the Property to comply with any order of any Governmental Authority in connection with any Environmental Laws; (fv) the imposition, recording or filing or the threatened imposition, recording or filing of any Environmental Lien encumbering the Property; (g) any administrative processes or proceedings or judicial proceedings in any way connected with any matter addressed in Article 8 and this SECTION 9.4; (h) any past, present or threatened injury to, destruction of or loss of natural resources in any way connected with the Property, including but not limited to costs to investigate and assess such injury, destruction or loss; (ivi) any acts of Borrower Borrower; any person or entity affiliated with Borrower, and any tenant or other users user of the Property in (A) arranging for disposal or treatment, or arranging with a transporter for transport for disposal or treatment, of Hazardous Substances owned or possessed by such Borrower or other users, Substance at any facility or incineration vessel owned or operated by another Person and containing such or any similar Hazardous Substance; Substance or (jB) any acts of Borrower or other users of the Property, in accepting any Hazardous Substances Substance for transport to disposal or treatment facilities, incineration vessels or sites selected by Borrower or such other users, from which there is a Release, or a threatened Release of any Hazardous Substance which causes the incurrence of costs for Remediation; (k) any personal injury, wrongful death, or property damage arising under any statutory or common law or tort law theory, including but not limited to damages assessed for the maintenance of a private or public nuisance or for the conducting of an abnormally dangerous activity on or near the Propertyremediation; and (1vii) any misrepresentation or inaccuracy in any representation or warranty or material breach or failure to perform any covenants or other obligations pursuant to Article 8this Agreement relating to environmental matters. (ii) Upon written request by any Indemnified Party, Borrower shall defend same (if requested by any Indemnified Party, in the name of the Indemnified Party) by attorneys and other professionals approved by the Indemnified Parties. Notwithstanding the foregoing, any Indemnified Parties may, in their sole discretion, engage their own attorneys and other professionals to defend or assist them, and, at the option of Indemnified Parties, their attorneys shall control the resolution of any claim or proceeding. Upon written demand, Borrower shall pay or, in the sole discretion of the Indemnified Parties, reimburse, the Indemnified Parties for the payment of reasonable fees and disbursements of attorneys, engineers, environmental consultants, laboratories and other professionals in connection therewith. (iii) Notwithstanding the foregoing, Borrower shall not be liable under this SECTION 9.4 have any liability for any Losses imposed upon or costs of Remediation to which the incurred by or asserted against any Indemnified Parties may become subject and described in subsection (a) above or this subsection (b), that either (i) are due to the extent such Losses or costs of Remediation arise by reason of the gross negligence, illegal acts, fraud of bad faith or willful misconduct of the Indemnified Parties. This indemnity shall survive Parties as determined by a court of competent jurisdiction in a final non-appealable ruling, or (ii) result from events or circumstances first occurring or Hazardous Substances first placed, released on, or migrated to or from the Property (or any termination, satisfaction portion there) (as opposed to first discovered) either (A) after the date of the termination or foreclosure release of this Security InstrumentAgreement by Administrative Agent for the Lenders, subject or (B) after Administrative Agent shall obtain ownership of the Property or after the transfer of title to the Property or any portion thereof at a foreclosure sale or pursuant to a deed-in-lieu of foreclosure, provided, as applicable, that Borrower can conclusively prove that (y) such liabilities first arose after Administrative Agent assumed ownership of the Property, and (z) Borrower shall not have contributed in any way to the cause, existence or occurrence of such liabilities. (iv) Notwithstanding anything contained in this Agreement or any other Loan Documents to the contrary, Borrower shall have the right to terminate its continuing liability under this Section 9.2(b) upon fulfillment of each of the following conditions to the reasonable satisfaction of Administrative Agent: (A) Administrative Agent shall have received payment in full of all of the Obligations, including but not limited to repayment in full of the Note, but excluding any of the Obligations which might arise in the future (but as to which no claim has then arisen) under the provisions of SECTION 10.5this Agreement. (B) Borrower shall have delivered to Administrative Agent a current environmental site assessment for the Property and such report does not disclose the existence of any violation of any Environmental Law or any Environmental Liabilities applicable to the Property not shown on the Environmental Audit, which report shall be dated, or last updated, to a date which is not earlier than the date on which the Security Instrument was discharged or released of record. (C) No Environmental Liability shall be pending or threatened in writing with respect to the Property. (D) The Note has been repaid without Administrative Agent or any affiliate thereof ever having taken actual or constructive possession of any of the Property (or any portion thereof), through either: (i) the appointment of a receiver, or (ii) any other exercise of Administrative Agent’s rights and remedies following an Event of Default. (E) Borrower shall maintain an Environmental Insurance Policy for the Property naming Administrative Agent as an additional insured, which Environmental Insurance Policy shall have an extended reporting period of no less than one (1) year after the date of payment in full of all of the Obligations, but only with respect to environmental claims or liabilities that occurred or existed during Borrower’s ownership of the Property. Such termination of Borrower’s liability under this Section 9.2(b) shall become effective only upon the delivery by Administrative Agent to Borrower of a specific written acknowledgment of the satisfaction of the foregoing conditions and the termination of such obligations, which acknowledgment Administrative Agent agrees to provide unless Administrative Agent makes the good faith determination that the conditions to such termination have not been satisfied.

Environmental Indemnification. Borrower shall, at its sole cost and expense, protect, defend, indemnify, release Indemnify and hold the Agent and each of the Lenders and their respective shareholders, officers, directors, employees, agents, advisors attorneys-in-fact and Affiliates and each trustee for the benefit of the Agent or the Lenders under any Security Document (each of the foregoing an “Indemnitee”) harmless the Indemnified Parties from and against any and all Losses claims, losses, damages, liabilities, fines, penalties, charges, administrative and judicial proceedings and orders, judgments, remedial actions, requirements and enforcement actions of any kind, and all reasonable costs of Remediation and expenses incurred in connection therewith (whether or not performed voluntarilyincluding attorneys’ fees and expenses), engineers' fees, environmental consultants' fees, and costs of investigation (including but not limited to sampling, testing, and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas) imposed upon or incurred by or asserted against any Indemnified Parties, and arising directly or indirectly arising out of indirectly, in whole or in any way relating to any one or more of the following: part, from (a) any the presence of any Hazardous Substances in, on, aboveunder, or under from any Property of the Property; Borrowers, whether prior to or during the term hereof, (b) any pastactivity carried on or undertaken on any Property of the Borrowers, present whether prior to or threatened Release of Hazardous Substances induring the term hereof, on, above, under or from and whether by the Property; (c) any activity by Borrower, any Person affiliated with Borrower Borrowers or any tenant or other user of the Property predecessors in title, employees, agents, contractors or subcontractors of or any other Person at any time occupying or present on such Property, in connection with any actual, proposed or threatened usethe handling, treatment, removal, storage, holdingdecontamination, existencecleanup, disposition transportation or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from the Property of any Hazardous Substances at any tine located in, under, on or above the Property; (d) any activity by Borrower, any Person affiliated with Borrower or any tenant or other user of the Property in connection with any actual or proposed Remediation disposal of any Hazardous Substances at any time located in, under, or present on or above the under such Property, whether or not such Remediation is voluntary or pursuant to court or administrative order, including but not limited to any removal, remedial or corrective action; (ec) any past residual contamination on or present non-compliance or violations under any Property of the Borrowers, (d) any contamination of any Environmental Laws (Property or permits issued pursuant to any Environmental Law) natural resources arising in connection with the Property generation, use, handling, storage, transportation or operations thereondisposal of any Hazardous Substances by the Borrowers or any employees, including but not limited to any failure by agents, contractors or subcontractors of the Borrowers while such Persons are acting within the scope of their relationship with the relevant Borrower, irrespective of whether any Affiliate of Borrower such activities were or will be undertaken in accordance with applicable Requirements of Law or (e) the performance and enforcement of any Loan Document or any tenant other act or other user of the Property to comply with any order of any Governmental Authority omission in connection with or related to any Environmental Laws; Loan Document or the transactions contemplated thereby, including any such claim, loss, damage, liability, fine, penalty, charge, administrative or judicial proceeding, order, judgment, remedial action, requirement, enforcement action, cost or expense, arising from the negligence (f) but not the impositiongross negligence or willful misconduct), recording whether sole or filing concurrent, of any Environmental Lien encumbering the PropertyIndemnitee; (g) any administrative processes or proceedings or judicial proceedings in any way connected with any matter addressed in Article 8 and this SECTION 9.4; (h) any past, present or threatened injury to, destruction of or loss of natural resources in any way connected with the Propertyforegoing indemnity surviving satisfaction of all Obligations and the termination of this Agreement, including but unless all such Obligations have been satisfied wholly in cash and not limited to costs to investigate and assess such injury, destruction by way of realization against any Collateral or loss; (i) the conveyance of any acts of Borrower or other users of the Property in arranging for disposal lieu thereof, provided that such indemnity shall not extend to any act or treatment, or arranging with a transporter for transport for disposal or treatment, of Hazardous Substances owned or possessed omission by such Borrower or other users, at any facility or incineration vessel owned or operated by another Person and containing such the Agent or any similar Hazardous Substance; (j) Lender with respect to any acts Property subsequent to the Agent or any Lender becoming the owner of Borrower such Property and with respect to which Property such claim, loss, damage, liability, fine, penalty, charge, proceeding, order, judgment, action or other users requirement arises subsequent to the acquisition of title thereto by the Property, in accepting Agent or any Hazardous Substances for transport to disposal or treatment facilities, incineration vessels or sites selected by Borrower or such other users, from which there is a Release, or a threatened Release of any Hazardous Substance which causes the incurrence of costs for Remediation; (k) any personal injury, wrongful death, or property damage arising under any statutory or common law or tort law theory, including but not limited to damages assessed for the maintenance of a private or public nuisance or for the conducting of an abnormally dangerous activity on or near the Property; and (1) any misrepresentation or inaccuracy in any representation or warranty or material breach or failure to perform any covenants or other obligations pursuant to Article 8Lender. Notwithstanding the foregoing, Borrower shall not be liable All amounts due under this SECTION 9.4 for any Losses or costs of Remediation to which Section 5.20 shall be payable on written demand therefor by the Indemnified Parties may become subject to the extent such Losses or costs of Remediation arise by reason of the gross negligence, illegal acts, fraud of willful misconduct of the Indemnified Parties. This indemnity shall survive any termination, satisfaction or foreclosure of this Security Instrument, subject to the provisions of SECTION 10.5Agent.

Environmental Indemnification. Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and The Company shall hold harmless and indemnify JEA, including without limitation, its officers, directors, members, representatives, affiliates, agents and employees, successors and assigns (the "Indemnified Parties") and will reimburse the Indemnified Parties from and against any and all Losses claims, suits, demands, judgments, losses, costs, fines, penalties, damages, liabilities and expenses (including all costs of Remediation (whether cleanup, containment or not performed voluntarily), engineers' fees, environmental consultants' feesother remediation, and all costs of for investigation (including and defense thereof including, but not limited to, court costs, reasonable expert witness fees and attorney fees) arising from or in connection with (a) the Company's, including, but not limited to, its agents, affiliates or assigns ("Parties"), negligent, reckless or intentionally wrongful actions or activities that result in a violation of any environmental law, ordinance, rule, or regulation or that leads to samplingan environmental claim or citation or to damages due to the Company's or other Parties' negligent reckless or intentionally wrongful activities, testing(b) any environmental, health and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas) imposed upon or incurred by or asserted against any Indemnified Parties, and directly or indirectly safety liabilities arising out of or in any way relating to the negligent, reckless or intentionally wrongful operation or other negligent, reckless or intentionally wrongful activities performed in connection with this Contract by the Company or any one Party at any time on or more after the effective date of the following: (a) any presence of any Hazardous Substances in, on, aboveContract, or under the Property; (b) any past, present or threatened Release of Hazardous Substances in, on, above, under or from the Property; (c) any activity by Borrowerbodily injury (including illness, disability and death, regardless of when any Person affiliated with Borrower such bodily injury occurred, was incurred or any tenant manifested itself), personal injury, property damage (including trespass, nuisance, wrongful eviction and deprivation of the use of real property) or other user damage of the Property in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from the Property of any Hazardous Substances at any tine located in, under, on or above the Property; (d) any activity by Borrower, any Person affiliated with Borrower or any tenant or other user of the Property in connection with any actual or proposed Remediation of any Hazardous Substances at any time located in, under, on or above the Property, whether or not such Remediation is voluntary or pursuant to court or administrative order, including but not limited to any removal, remedial or corrective action; (e) any past or present non-compliance or violations of any Environmental Laws (or permits issued pursuant to any Environmental Law) in connection with the Property or operations thereon, including but not limited to any failure by Borrower, any Affiliate of Borrower or any tenant or other user of the Property to comply with any order of any Governmental Authority in connection with any Environmental Laws; (f) the imposition, recording or filing of any Environmental Lien encumbering the Property; (g) any administrative processes or proceedings or judicial proceedings person in any way connected with arising from any matter addressed in Article 8 and this SECTION 9.4; (h) any pastnegligent, present reckless or threatened injury to, destruction of or loss of natural resources in any way connected with intentionally wrongful activity conducted by the Property, including but not limited to costs to investigate and assess such injury, destruction or loss; (i) any acts of Borrower or other users of the Property in arranging for disposal or treatment, or arranging with a transporter for transport for disposal or treatment, of Hazardous Substances owned or possessed by such Borrower or other users, at any facility or incineration vessel owned or operated by another Person and containing such Company or any similar Hazardous Substance; (j) Party. JEA will be entitled to control any acts of Borrower or other users of the Propertyremedial action relating to an environmental claim. This indemnification agreement is separate and apart from, and is in accepting no way limited by, any Hazardous Substances for transport to disposal or treatment facilities, incineration vessels or sites selected by Borrower or such other users, from which there is a Release, or a threatened Release of any Hazardous Substance which causes the incurrence of costs for Remediation; (k) any personal injury, wrongful death, or property damage arising under any statutory or common law or tort law theory, including but not limited to damages assessed for the maintenance of a private or public nuisance or for the conducting of an abnormally dangerous activity on or near the Property; and (1) any misrepresentation or inaccuracy in any representation or warranty or material breach or failure to perform any covenants or other obligations insurance provided pursuant to Article 8. Notwithstanding the foregoing, Borrower shall not be liable under this SECTION 9.4 for any Losses Contract or costs of Remediation to which the Indemnified Parties may become subject to the extent such Losses or costs of Remediation arise by reason of the gross negligence, illegal acts, fraud of willful misconduct of the Indemnified Partiesotherwise. This indemnity section relating to indemnification shall survive any termination, satisfaction or foreclosure the Term of this Security InstrumentContract, subject and any holdover and/or Contract extensions thereto, whether such Term expires naturally by the passage of time or is terminated earlier pursuant to the provisions of SECTION 10.5this Contract.

Environmental Indemnification. Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all Losses and costs of Remediation (whether or not performed voluntarily), engineers' ’ fees, environmental consultants' ’ fees, and costs of investigation (including including, but not limited to to, sampling, testing, and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas) imposed upon or incurred by or asserted against any Indemnified Parties, and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any presence of any Hazardous Substances in, on, above, or under the Property; (b) any past, present or threatened Release of Hazardous Substances in, on, above, under or from the Property; (c) any activity by Borrower, any Person affiliated with Borrower or any tenant or other user of the Property in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from the Property of any Hazardous Substances at any tine time located in, under, on or above the Property; (d) any activity by Borrower, any Person affiliated with Borrower or any tenant or other user of the Property in connection with any actual or proposed Remediation of any Hazardous Substances at any time located in, under, on or above the Property, whether or not such Remediation is voluntary or pursuant to court or administrative order, including including, but not limited to to, any removal, remedial or corrective action; (e) any past past, present or present threatened non-compliance or violations of any Environmental Laws (or permits issued pursuant to any Environmental Law) in connection with the Property or operations thereon, including including, but not limited to to, any failure by Borrower, any Affiliate of Borrower or any tenant or other user of the Property to comply with any order of any Governmental Authority in connection with any Environmental Laws; (f) the imposition, recording or filing or threatened imposition, recording or filing of any Environmental Lien encumbering the Property; (g) any administrative processes or proceedings or judicial proceedings in any way connected with any matter addressed in Article 8 hereof and this SECTION Section 9.4; (h) any past, present or threatened injury to, destruction of or loss of natural resources in any way connected with the Property, including including, but not limited to to, costs to investigate and assess such injury, destruction or loss; (i) any acts of Borrower or other users of the Property in arranging for disposal or treatment, or arranging with a transporter for transport for disposal or treatment, of Hazardous Substances owned or possessed by such Borrower or such other users, at any facility or incineration vessel owned or operated by another Person and containing such or any similar Hazardous Substance; (j) any acts of Borrower or other users of the Property, in accepting any Hazardous Substances for transport to disposal or treatment facilities, incineration vessels or sites selected by Borrower or such other users, from which there is a Release, or a threatened Release of any Hazardous Substance which causes the incurrence of costs for Remediation; (k) any personal injury, wrongful death, or property damage arising under any statutory or common law or tort law theory, including but not limited to damages assessed for the maintenance of a private or public nuisance or for the conducting of an abnormally dangerous activity on or near the Property; and (1l) any misrepresentation or inaccuracy in any representation or warranty or material breach or failure to perform any covenants or other obligations pursuant to Article 88 herein. Notwithstanding the foregoing, Borrower shall not be liable under this SECTION Section 9.4 for any Losses or costs of Remediation to which the Indemnified Parties may become subject to the extent such Losses or costs of Remediation arise by reason of the gross negligence, illegal acts, fraud of or willful misconduct of the Indemnified PartiesParties or Losses resulting from acts or omissions arising after a completed foreclosure of the Property or acceptance by Lender of a deed in lieu of foreclosure. This indemnity shall survive any termination, satisfaction or foreclosure of this Security InstrumentMortgage, subject to the provisions of SECTION 10.5Section 10.5 herein.

Environmental Indemnification. Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all Losses and costs of Remediation (whether or not performed voluntarily), engineers' fees, environmental consultants' fees, and costs of investigation (including but not limited to sampling, testing, and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas) imposed upon or incurred by or asserted against any Indemnified Parties, Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any presence of any Hazardous Substances in, on, above, or under the Property; (b) any past, present or threatened Release of Hazardous Substances in, on, above, under or from the Property; (c) any activity by Borrower, any Person affiliated with Borrower or Borrower, and/or any tenant or other user of the Property in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from the Property of any Hazardous Substances at any tine time located in, under, on or above the Property; (d) any activity by Borrower, any Person affiliated with Borrower or Borrower, and any tenant or other user of the Property in connection with any actual or proposed Remediation of any Hazardous Substances at any time located in, under, on or above the Property, whether or not such Remediation is voluntary or pursuant to court or administrative order, including including, but not limited to to, any removal, remedial or corrective action; (e) any past past, present or present threatened non-compliance or violations violation of any Environmental Laws Law (or permits of any permit issued pursuant to any Environmental Law) in connection with the Property or operations thereon, including including, but not limited to to, any failure by Borrower, any Affiliate of Borrower or Person affiliated with Borrower, and any tenant or other user of the Property to comply with any order of any Governmental Authority in connection with any Environmental Laws; (f) the imposition, recording or filing of any Environmental Lien (as defined in the Environmental Indemnity) encumbering the Property; (g) any administrative processes or proceedings or judicial proceedings in any way connected with any matter addressed in Article 8 and this SECTION 9.4Section 9.4 of the Loan Agreement; (h) any past, present or threatened injury to, destruction of or loss of natural resources in any way connected with the Property, including including, but not limited to to, costs to investigate and assess such injury, destruction or loss; (i) any acts of Borrower Borrower, any Person affiliated with Borrower, and/or any tenant or other users user of the Property in arranging for the disposal or treatment, or arranging with a transporter for transport for the disposal or treatment, of the Hazardous Substances owned or possessed by such Borrower or other users, at any facility or incineration vessel owned or operated by another Person and containing such or any similar Hazardous SubstanceSubstances; (j) any acts of Borrower Borrower, any Person affiliated with Borrower, and/or any tenant or other users user of the Property, Property in accepting any Hazardous Substances for transport to disposal or treatment facilities, incineration vessels or sites selected by Borrower or such other users, from which there is a Release, or a threatened Release of any Hazardous Substance which causes the incurrence of costs for Remediation; (k) any personal injury, wrongful death, or property or other damage arising under any statutory or common law or tort law theory, including including, but not limited to to, damages assessed for the maintenance of a private or public nuisance or for the conducting of an abnormally dangerous activity on or near the Property; and (1l) any misrepresentation or inaccuracy in any representation or warranty or material breach or failure to perform any covenants or other obligations pursuant to Article 8. Notwithstanding the foregoing, Borrower shall not be liable under this SECTION 9.4 for any Losses or costs of Remediation to which the Indemnified Parties may become subject to the extent such Losses or costs of Remediation arise by reason of the gross negligence, illegal acts, fraud of willful misconduct of the Indemnified Parties. This indemnity shall survive any termination, satisfaction or foreclosure of this Security Instrument, subject to the provisions Loan Agreement or the Environmental Indemnity. For the purposes of SECTION 10.5.this Section 8.4, (i) the term "Losses" includes any losses, damages, costs, fees, expenses, claims, suits, judgments, awards, liabilities (including, but not limited to, strict liabilities), obligations, debts, diminutions in value, fines, penalties, charges, costs of Remediation (whether or not performed voluntarily), amounts paid in settlement, foreseeable and unforeseeable consequential damages, and reasonable litigation costs, attorneys’ fees, engineers’ fees, environmental consultants’ fees, and investigation costs (including, but not limited to, costs for sampling, testing and analysis of soil, water, air, building materials, and other materials and substances whether solid, liquid or gas), of whatever kind or nature, and whether or not incurred in connection with any judicial or administrative proceedings, actions, claims, suits, judgments or

Environmental Indemnification. Borrower shall, at its sole cost and expense, protect, (a) Grantor agrees to defend, indemnify, release indemnify and hold harmless Grantee and its respective co-trustees and affiliates, and the Indemnified Parties directors, officers, employees, consultants and advisers and agents of any of the foregoing (each of the foregoing being an "INDEMNITEE") from and against any and all Losses claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and costs expenses of Remediation any kind or nature (whether or not performed voluntarily)including, engineers' feeswithout limitation, environmental consultants' feesreasonable fees and disbursements of one firm of counsel to all such Indemnitees) which may be imposed on, and costs of investigation (including but not limited to sampling, testing, and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas) imposed upon or incurred by or asserted against any Indemnified Parties, and directly such Indemnitee in connection with or indirectly arising out of any costs or in any way relating to any one or more of the following: (a) any presence of any Hazardous Substances in, on, above, or under the Property; (b) any past, present or threatened Release of Hazardous Substances in, on, above, under or from the Property; (c) any activity by Borrower, any Person affiliated with Borrower or any tenant or other user of the Property liabilities incurred in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from matter affecting the Affected Property of any Hazardous Substances at any tine located in, under, on or above the Property; (das defined below) any activity by Borrower, any Person affiliated with Borrower or any tenant or other user of the Property in connection with any actual or proposed Remediation of any Hazardous Substances at any time located in, under, on or above the Property, whether or not such Remediation is voluntary or pursuant to court or administrative order, including but not limited to any removal, remedial or corrective action; (e) any past or present non-compliance or violations of any Environmental Laws (or permits issued pursuant to any Environmental Law, or any Release or use, storage, treatment, transportation , disposal or handling of any Hazardous Materials on, from, under or affecting all or any part of the Affected Property, including, without limitation, (i) all Environmental Liabilities and Costs arising from or connected with the Affected Property, (ii) damages (whether actual, consequential or punitive) arising from any personal injury (including wrongful death) or property damage (real or personal) alleged to have resulted from any Release of Hazardous Materials on, upon or into all or any part of the Affected Property, (iii) any costs and liabilities incurred in connection with the investigation, removal, cleanup and/or remediation of any Hazardous Material present upon all or any part of the Affected Property, (iv) to the extent required by law, additional costs to treat or to take necessary precautions to protect against the release or migration of Hazardous Materials on, from, under or affecting the Mortgaged Property or operations thereon, including but not limited to any failure by Borrowerinto the air, any Affiliate body of Borrower surface or subsurface water or any tenant surrounding areas, and (v) any costs or other user of the Property to comply with any order of any Governmental Authority liabilities incurred in connection with any Environmental Laws; Lien (f) except, with respect to any of the impositionforegoing, recording to the extent the same results from the gross negligence or filing willful misconduct of any Environmental Lien encumbering Indemnitee) (the Property; (g) Mortgaged Property and any administrative processes or proceedings or judicial proceedings surrounding areas to the extent affected by a Release from the Mortgaged Property are hereinafter collectively referred to as the "AFFECTED PROPERTY"). The indemnity contained in any way connected with any matter addressed in Article 8 and this SECTION 9.4; (h) any past2.5 shall not be limited, present impaired or threatened injury to, destruction of or loss of natural resources in any way connected with the Property, including but not limited to costs to investigate and assess such injury, destruction or loss; (i) any acts of Borrower or other users of the Property in arranging for disposal or treatment, or arranging with a transporter for transport for disposal or treatment, of Hazardous Substances owned or possessed terminated by such Borrower or other users, at any facility or incineration vessel owned or operated by another Person and containing such or any similar Hazardous Substance; (j) any acts of Borrower or other users of the Property, in accepting any Hazardous Substances for transport to disposal or treatment facilities, incineration vessels or sites selected by Borrower or such other users, from which there is a Release, or a threatened Release of any Hazardous Substance which causes the incurrence of costs for Remediation; (k) any personal injury, wrongful death, or property damage arising under any statutory or common law or tort law theory, including but not limited to damages assessed for the maintenance of a private or public nuisance or for the conducting of an abnormally dangerous activity on or near the Property; and (1) any misrepresentation or inaccuracy in extensions of time for performance under any representation or warranty or material breach or failure to perform any covenants or other obligations pursuant to Article 8. Notwithstanding the foregoing, Borrower shall not be liable under this SECTION 9.4 for any Losses or costs of Remediation to which the Indemnified Parties may become subject to the extent such Losses or costs of Remediation arise by reason of the gross negligenceFinancing Documents, illegal acts(2) any sale or assignment of this Security Deed, fraud (3) any sale or transfer of willful misconduct all or any part of the Indemnified Parties. This indemnity shall survive Mortgaged Property, (4) any termination, satisfaction or foreclosure of this Security Instrument, subject Deed or deed to the provisions Mortgaged Property in lieu of foreclosure, or exercise of any other remedies under this Security Deed, (5) the satisfaction, release or termination of this Security Deed, (6) the release or substitution in whole or in part of any other security for the Secured Obligations or (7) Grantee's participating in the management of, or taking possession of, or title to, the Mortgaged Property or any part thereof whether by foreclosure or otherwise, to the extent any such matters set forth in this SECTION 10.52.5(A) arose prior to Grantee's taking possession of, or title to, the Mortgaged Property or any portion thereof. (b) Grantee agrees that, in the event any investigation, litigation or proceeding alleging matters of the nature set forth in paragraph (a) above is asserted or threatened in writing or instituted against it or any other Indemnitee, or any remedial, removal or response action is requested of it or any of its officers, directors, agents and employees, for which any Indemnitee is entitled to an indemnity or defense hereunder, such Indemnitee shall promptly notify Grantor in writing after obtaining any notice of the foregoing, provided that a failure to so notify Grantor

Environmental Indemnification. Grantor and Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all Losses and costs of Remediation (whether or not performed voluntarily), engineers' fees, environmental consultants' fees, and costs of investigation (including but not limited to sampling, testing, and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gasas hereinafter defined) imposed upon or incurred by or asserted against any Indemnified PartiesParties (other than those arising solely from a state of facts that first came into existence after Beneficiary acquired title to the Property through foreclosure or a deed in lieu thereof), and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any presence of any Hazardous Substances (as hereinafter defined) in, on, above, or under the Property; (b) any past, present or threatened future Release (as hereinafter defined) of Hazardous Substances in, on, above, under or from the Property; (c) any activity by Grantor, Borrower, any Person person or entity affiliated with Borrower Grantor or Borrower, and any tenant or other user of the Property in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from the Property of any Hazardous Substances at any tine time located in, under, on or above the Property; (d) any activity by Grantor, Borrower, any Person person or entity affiliated with Borrower or Grantor, Borrower, and any tenant or other user of the Property in connection with any actual or proposed Remediation (as hereinafter defined) of any Hazardous Substances at any time located in, under, on or above the Property, whether or not such Remediation is voluntary or pursuant to court or administrative order, including but not limited to any removal, remedial or corrective action; (e) any past past, present or present threatened non-compliance or violations of any Environmental Laws Law (as hereinafter defined) (or permits issued pursuant to any Environmental Law) in connection with the Property or operations thereon, including but not limited to any failure by Borrower, Grantor any Affiliate of Borrower person or entity affiliated with Borrower, Grantor and any tenant or other user of the Property to comply with any order of any Governmental Authority governmental authority in connection with any Environmental Laws; (f) the imposition, recording or filing or the future imposition, recording or filing of any Environmental Lien (as hereinafter defined) encumbering the Property; (g) any administrative processes or proceedings or judicial proceedings in any way connected with any matter addressed in Article 8 and this SECTION 9.4Section 11.2; (h) any past, present or threatened injury to, destruction of or loss of natural resources in any way connected with the Property, including but not limited to costs to investigate and assess such injury, destruction or loss; (i) any acts of Borrower or other users of the Property in arranging for disposal or treatment, or arranging with a transporter for transport for disposal or treatment, of Hazardous Substances owned or possessed by such Borrower or other users, at any facility or incineration vessel owned or operated by another Person and containing such or any similar Hazardous Substance; (j) any acts of Borrower or other users of the Property, in accepting any Hazardous Substances for transport to disposal or treatment facilities, incineration vessels or sites selected by Borrower or such other users, from which there is a Release, or a threatened Release of any Hazardous Substance which causes the incurrence of costs for Remediation; (k) any personal injury, wrongful death, or property damage arising under any statutory or common law or tort law theory, including but not limited to damages assessed for the maintenance of a private or public nuisance or for the conducting of an abnormally dangerous activity on or near the Property; and (1) any misrepresentation or inaccuracy in any representation or warranty or material breach or failure to perform any covenants or other obligations pursuant to Article 8. Notwithstanding under the foregoing, Environmental Indemnity of even date executed by Borrower shall not be liable under this SECTION 9.4 for and Grantor; and (i) any Losses or costs of Remediation to which the Indemnified Parties may become subject to the extent such Losses or costs of Remediation arise by reason diminution in value of the gross negligence, illegal acts, fraud of willful misconduct of the Indemnified Parties. This indemnity shall survive Property in any termination, satisfaction way connected with any occurrence or foreclosure of other matter referred to in this Security Instrument, subject to the provisions of SECTION 10.5Section 11.2.

Environmental Indemnification. Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all Losses and costs of Remediation (whether or not performed voluntarily), engineers' fees, environmental consultants' fees, and costs of investigation (including but not limited to sampling, testing, and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas) imposed upon or incurred by or asserted against any Indemnified Parties, and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any presence of any Hazardous Substances in, on, above, or under the Property; (b) any past, present or threatened Release of Hazardous Substances in, on, above, under or from the Property; (c) any activity by Borrower, any Person affiliated with Borrower or any tenant or other user of the Property in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from the Property of any Hazardous Substances at any tine located in, under, on or above the Property; (d) any activity by Borrower, any Person affiliated with Borrower or any tenant or other user of the Property in connection with any actual or proposed Remediation of any Hazardous Substances at any time located in, under, on or above the Property, whether or not such Remediation is voluntary or pursuant to court or administrative order, including but not limited to any removal, remedial or corrective action; (e) any past or present non-compliance or violations of any Environmental Laws (or permits issued pursuant to any Environmental Law) in connection with the Property or operations thereon, including but not limited to any failure by Borrower, any Affiliate of Borrower or any tenant or other user of the Property to comply with any order of any Governmental Authority in connection with any Environmental Laws; (f) the imposition, recording or filing of any Environmental Lien encumbering the Property; (g) any administrative processes or proceedings or judicial proceedings in any way connected with any matter addressed in Article 8 and this SECTION Section 9.4; (h) any past, present or threatened injury to, destruction of or loss of natural resources in any way connected with the Property, including but not limited to costs to investigate and assess such injury, destruction or loss; ; (i) any acts of Borrower or other users of the Property in arranging for disposal or treatment, or arranging with a transporter for transport for disposal or treatment, of Hazardous Substances owned or possessed by such Borrower or other users, at any facility or incineration vessel owned or operated by another Person and containing such or any similar Hazardous Substance; (j) any acts of Borrower or other users of the Property, in accepting any Hazardous Substances for transport to disposal or treatment facilities, incineration vessels or sites selected by Borrower or such other users, from which there is a Release, or a threatened Release of any Hazardous Substance which causes the incurrence of costs for Remediation; (k) any personal injury, wrongful death, or property damage arising under any statutory or common law or tort law theory, including but not limited to damages assessed for the maintenance of a private or public nuisance or for the conducting of an abnormally dangerous activity on or near the Property; and (1) any misrepresentation or inaccuracy in any representation or warranty or material breach or failure to perform any covenants or other obligations pursuant to Article 8. Notwithstanding the foregoing, Borrower shall not be liable under this SECTION 9.4 for any Losses or costs of Remediation to which the Indemnified Parties may become subject to the extent such Losses or costs of Remediation arise by reason of the gross negligence, illegal acts, fraud of willful misconduct of the Indemnified Parties. This indemnity shall survive any termination, satisfaction or foreclosure of this Security Instrument, subject to the provisions of SECTION Section 10.5.

Environmental Indemnification. Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all Losses and costs of Remediation (whether or not performed voluntarily), engineers' fees, environmental consultants' fees, and costs of investigation (including but not limited to sampling, testing, and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas) imposed upon or incurred by or asserted against any Indemnified Parties, and directly or indirectly arising out of or in any way relating to any one or more of the following: following (except to the extent the same relate solely to Hazardous Substances first introduced to the Property by anyone other than Borrower, its agents or employees following the foreclosure of this Security Instrument (or the delivery and acceptance of a deed in lieu of such foreclosure), the expiration of any right of redemption with respect thereto and the obtaining by the purchaser at such foreclosure sale or grantee under such deed of possession of the Property): (a) any presence of any Hazardous Substances in, on, above, or under the Property; (b) any past, present or threatened Release release of Hazardous Substances in, on, above, under or from the Property; (c) any activity by Borrower, any Person person or entity affiliated with Borrower or any tenant or other user of the Property in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from the Property of any Hazardous Substances at any tine located in, under, on or above the Property; (d) any activity by Borrower, any Person affiliated with Borrower or any tenant or other user of the Property in connection with any actual or proposed Remediation of any Hazardous Substances at any time located in, under, on or above the Property, whether or not such Remediation is voluntary or pursuant to court or administrative order, including but not limited to any removal, remedial or corrective action; (ed) any past past, present or present threatened non-compliance or violations of with any Environmental Laws (or permits issued pursuant to any Environmental Law) environmental laws in connection with the Property or operations thereon, including but not limited to any failure by Borrower, any Affiliate of Borrower or any tenant or other user of the Property to comply with any order of any Governmental Authority in connection with any Environmental LawsProperty; (fe) the imposition, recording or filing or the threatened imposition, recording or filing of any Environmental Lien environmental lien encumbering the Property; (gf) any administrative processes or proceedings or judicial proceedings in any way connected with any matter addressed in Article 8 and this SECTION 9.4; (h) any past, present or threatened injury to, destruction of or loss of natural resources in any way connected with the Property, including but not limited relating to costs to investigate and assess such injury, destruction or loss; (i) any acts of Borrower or other users of the Property in arranging for disposal or treatment, or arranging with a transporter for transport for disposal or treatment, of Hazardous Substances owned or possessed by such Borrower or other users, at any facility or incineration vessel owned or operated by another Person and containing such or any similar Hazardous Substance; (j) any acts of Borrower or other users of the Property, in accepting any Hazardous Substances for transport to disposal or treatment facilities, incineration vessels or sites selected by Borrower or such other users, from which there is a Release, or a threatened Release of any Hazardous Substance which causes the incurrence of costs for Remediation; (k) any personal injury, wrongful death, or property damage arising under any statutory or common law or tort law theory, including but not limited to damages assessed for the maintenance of a private or public nuisance or for the conducting of an abnormally dangerous activity on or near the PropertyEnvironmental Laws; and (1g) any misrepresentation or inaccuracy in any representation or warranty or material breach or failure to perform any covenants or other obligations pursuant to Article 8. Notwithstanding the foregoing, Borrower shall not be liable under this SECTION 9.4 for any Losses or costs of Remediation to which the Indemnified Parties may become subject to the extent such Losses or costs of Remediation arise by reason of the gross negligence, illegal acts, fraud of willful misconduct of the Indemnified Parties. This indemnity shall survive any termination, satisfaction or foreclosure of this Security Instrument, subject to the provisions of SECTION 10.512.

Environmental Indemnification. Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all Losses and costs of Remediation (whether or not performed voluntarily), engineers' fees, environmental consultants' fees, and costs of investigation (including but not limited to sampling, testing, and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gasas hereinafter defined) imposed upon or incurred by or asserted against any Indemnified PartiesParties (other than those arising solely from a state of facts that first came into existence after Lender acquired title to the Property through foreclosure or a deed in lieu thereof), and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any presence of any Hazardous Substances (as hereinafter defined) in, on, above, or under the PropertyProperty in violation of any Environmental Law; (b) any past, present or threatened future Release (as hereinafter defined) of Hazardous Substances in, on, above, under or from the Property; (c) any activity by Borrower, any Person person or entity affiliated with Borrower or Borrower, and any tenant or other user of the Property in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from the Property of any Hazardous Substances at any tine time located in, under, on or above the Property; (d) any activity by Borrower, any Person person or entity affiliated with Borrower or Borrower, and any tenant or other user of the Property in connection with any actual or proposed Remediation (as hereinafter defined) of any Hazardous Substances at any time located in, under, on or above the Property, whether or not such Remediation is voluntary or pursuant to court or administrative order, including but not limited to any removal, remedial or corrective action; (e) any past past, present or present threatened non-compliance or violations of any Environmental Laws Law (as hereinafter defined) (or permits issued pursuant to any Environmental Law) in connection with the Property or operations thereon, including but not limited to any failure by Borrower, any Affiliate of Borrower person or entity affiliated with Borrower, and any tenant or other user of the Property to comply with any order of any Governmental Authority governmental authority in connection with any Environmental Laws; (f) the imposition, recording or filing or the future imposition, recording or filing of any Environmental Lien (as hereinafter defined) encumbering the Property; (g) any administrative processes or proceedings or judicial proceedings in any way connected with any matter addressed in Article 8 and this SECTION 9.4Section 11.2; (h) any past, present or threatened injury to, destruction of or loss of natural resources in any way connected with the Property, including but not limited to costs to investigate and assess such injury, destruction or loss; (i) any acts of Borrower or other users of the Property in arranging for disposal or treatment, or arranging with a transporter for transport for disposal or treatment, of Hazardous Substances owned or possessed by such Borrower or other users, at any facility or incineration vessel owned or operated by another Person and containing such or any similar Hazardous Substance; (j) any acts of Borrower or other users of the Property, in accepting any Hazardous Substances for transport to disposal or treatment facilities, incineration vessels or sites selected by Borrower or such other users, from which there is a Release, or a threatened Release of any Hazardous Substance which causes the incurrence of costs for Remediation; (k) any personal injury, wrongful death, or property damage arising under any statutory or common law or tort law theory, including but not limited to damages assessed for the maintenance of a private or public nuisance or for the conducting of an abnormally dangerous activity on or near the Property; and (1) any misrepresentation or inaccuracy in any representation or warranty or material breach or failure to perform any covenants or other obligations pursuant to Article 8. Notwithstanding under the foregoing, Environmental Indemnity of even date executed by Borrower shall not be liable under this SECTION 9.4 for and Indemnitor; and (i) any Losses or costs of Remediation to which the Indemnified Parties may become subject to the extent such Losses or costs of Remediation arise by reason diminution in value of the gross negligence, illegal acts, fraud of willful misconduct of the Indemnified Parties. This indemnity shall survive Property in any termination, satisfaction way connected with any occurrence or foreclosure of other matter referred to in this Security Instrument, subject to the provisions of SECTION 10.5Section 11.2.

Environmental Indemnification. Borrower Mortgagor shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all Losses and costs of Remediation (whether or not performed voluntarily), engineers' fees, environmental consultants' fees, and costs of investigation (including but not limited to sampling, testing, and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas) imposed upon or incurred by or asserted against any Indemnified Parties, and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any presence of any Hazardous Substances in, on, above, or under the Property; (b) any past, present or threatened Release of Hazardous Substances in, on, above, under or from the Property; (c) any activity by BorrowerMortgagor, any Person affiliated with Borrower Mortgagor or any tenant or other user of the Property in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from the Property of any Hazardous Substances at any tine located in, under, on or above the Property; (d) any activity by BorrowerMortgagor, any Person affiliated with Borrower Mortgagor or any tenant or other user of the Property in connection with any actual or proposed Remediation of any Hazardous Substances at any time located in, under, on or above the Property, whether or not such Remediation is voluntary or pursuant to court or administrative order, including but not limited to any removal, remedial or corrective action; (e) any past or present non-compliance or violations of any Environmental Laws (or permits issued pursuant to any Environmental Law) in connection with the Property or operations thereon, including but not limited to any failure by BorrowerMortgagor, any Affiliate of Borrower Mortgagor or any tenant or other user of the Property to comply with any order of any Governmental Authority in connection with any Environmental Laws; (f) the imposition, recording or filing of any Environmental Lien encumbering the Property; (g) any administrative processes or proceedings or judicial proceedings in any way connected with any matter addressed in Article 8 and this SECTION 9.4; (h) any past, present or threatened injury to, destruction of or loss of natural resources in any way connected with the Property, including but not limited to costs to investigate and assess such injury, destruction or loss; (i) any acts of Borrower Mortgagor or other users of the Property in arranging for disposal or treatment, or arranging with a transporter for transport for disposal or treatment, of Hazardous Substances owned or possessed by such Borrower Mortgagor or other users, at any facility or incineration vessel owned or operated by another Person and containing such or any similar Hazardous Substance; (j) any acts of Borrower Mortgagor or other users of the Property, in accepting any Hazardous Substances for transport to disposal or treatment facilities, incineration vessels or sites selected by Borrower Mortgagor or such other users, from which there is a Release, or a threatened Release of any Hazardous Substance which causes the incurrence of costs for Remediation; (k) any personal injury, wrongful death, or property damage arising under any statutory or common law or tort law theory, including but not limited to damages assessed for the maintenance of a private or public nuisance or for the conducting of an abnormally dangerous activity on or near the Property; and (1) any misrepresentation or inaccuracy in any representation or warranty or material breach or failure to perform any covenants or other obligations pursuant to Article 8. Notwithstanding the foregoing, Borrower Mortgagor shall not be liable under this SECTION 9.4 for any Losses or costs of Remediation to which the Indemnified Parties may become subject to the extent such Losses or costs of Remediation arise by reason of the gross negligence, illegal acts, fraud of willful misconduct of the Indemnified Parties. This indemnity shall survive any termination, satisfaction or foreclosure of this Security Instrument, subject to the provisions of SECTION 10.5.

Environmental Indemnification. Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all Losses and costs of Remediation (whether or not performed voluntarily), engineers' fees, environmental consultants' fees, and costs of investigation (including but not limited to sampling, testing, and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas) imposed upon or incurred by or asserted against any Indemnified Parties, and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any presence of any Hazardous Substances in, on, above, or under the Property; (b) any past, present or threatened Release of Hazardous Substances in, on, above, under or from the Property; (c) any activity by Borrower, any Person affiliated with Borrower or any tenant or other user of the Property in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from the Property of any Hazardous Substances at any tine time located in, under, on or above the Property; (d) any activity by Borrower, any Person affiliated with Borrower or any tenant or other user of the Property in connection with any actual or proposed Remediation of any Hazardous Substances at any time located in, under, on or above the Property, whether or not such Remediation is voluntary or pursuant to court or administrative order, including but not limited to any removal, remedial or corrective action; (e) any past or present non-compliance or violations of any Environmental Laws (or permits issued pursuant to any Environmental Law) in connection with the Property or operations thereon, including but not limited to any failure by Borrower, any Affiliate of Borrower or any tenant or other user of the Property to comply with any order of any Governmental Authority in connection with any Environmental Laws; (f) the imposition, recording or filing of any Environmental Lien encumbering the Property; (g) any administrative processes or proceedings or judicial proceedings in any way connected with any matter addressed in Article 8 and this SECTION Section 9.4; (h) any past, present or threatened injury to, destruction of or loss of natural resources in any way connected with the Property, including but not limited to costs to investigate and assess such injury, destruction or loss; (i) any acts of Borrower or other users of the Property in arranging for disposal or treatment, or arranging with a transporter for transport for disposal or treatment, of Hazardous Substances owned or possessed by such Borrower or other users, at any facility or incineration vessel owned or operated by another Person and containing such or any similar Hazardous Substance; (j) any acts of Borrower or other users of the Property, in accepting any Hazardous Substances Substance for transport to disposal or treatment facilities, incineration vessels or sites selected by Borrower or such other users, from which there is a Release, or a threatened Release of any Hazardous Substance which causes the incurrence of costs for Remediation; (k) any personal injury, wrongful death, or property damage arising under any statutory or common law or tort law theory, including but not limited to damages assessed for the maintenance of a private or public nuisance or for the conducting of an abnormally dangerous activity on or near the PropertyProperty (in each case, to the extent arising out of the presence of Hazardous Substances); and (1l) any misrepresentation or inaccuracy in any representation or warranty or material breach or failure to perform any covenants or other obligations pursuant to Article 8. Notwithstanding the foregoing, Borrower shall not be liable under this SECTION 9.4 for any Losses or costs of Remediation to which the Indemnified Parties may become subject to the extent such Losses or costs of Remediation arise by reason of the gross negligence, illegal acts, fraud of willful misconduct of the Indemnified Parties. This indemnity shall survive any termination, satisfaction or foreclosure of this Security InstrumentMortgage, subject to the provisions of SECTION 10.5.of

Environmental Indemnification. Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all Losses and costs of Remediation (whether or not performed voluntarily), engineers' fees, environmental consultants' fees, and costs of investigation (including but not limited to sampling, testing, and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas) imposed upon or incurred by or asserted against any Indemnified Parties, and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any As between Purchaser and each of the Seller and Shareholder, Purchaser does not assume, and each of the Seller and Shareholder shall be jointly and severally liable and responsible for (i) the presence or existence of any Hazardous Substances in, on, above, or under Material of Environmental Concern on the Property; (b) any past, present or threatened Release of Hazardous Substances in, on, above, under or from the Property; (c) any activity by Borrower, any Person affiliated with Borrower Real Property or any tenant other real property previously but no longer owned, leased or other user of the Property in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from the Property of any Hazardous Substances at any tine located in, under, on or above the Property; (d) any activity by Borrower, any Person affiliated with Borrower or any tenant or other user of the Property in connection with any actual or proposed Remediation of any Hazardous Substances at any time located in, under, on or above the Property, whether or not such Remediation is voluntary or pursuant to court or administrative order, including but not limited to any removal, remedial or corrective action; (e) any past or present non-compliance or violations of any Environmental Laws (or permits issued pursuant to any Environmental Law) operated in connection with the Property or operations thereon, including but not limited to any failure by Borrower, any Affiliate of Borrower or any tenant or other user of the Property to comply with any order of any Governmental Authority in connection with any Environmental Laws; Business (f"Previous Property") the imposition, recording or filing of any Environmental Lien encumbering the Property; (g) any administrative processes or proceedings or judicial proceedings in any way connected with any matter addressed in Article 8 and this SECTION 9.4; (h) any past, present or threatened injury to, destruction of or loss of natural resources in any way connected with the Property, including but not limited to costs to investigate and assess such injury, destruction or loss; (i) any acts of Borrower or other users of the Property in arranging for disposal or treatment, or arranging with a transporter for transport for disposal or treatment, of Hazardous Substances owned or possessed by such Borrower or other users, at any facility or incineration vessel owned or operated by another Person and containing such or any similar Hazardous Substance; (j) any acts of Borrower or other users of the Property, in accepting any Hazardous Substances for transport to disposal or treatment facilities, incineration vessels or sites selected by Borrower or such other users, from which there is a Release, or a threatened Release of any Hazardous Substance which causes the incurrence of costs for Remediation; (k) any personal injury, wrongful death, or property damage arising under any statutory or common law or tort law theory, including but not limited to damages assessed for the maintenance of a private or public nuisance or for the conducting of an abnormally dangerous activity on or near the Property; and (1) any misrepresentation or inaccuracy in any representation or warranty or material breach or failure to perform any covenants or other obligations pursuant to Article 8. Notwithstanding the foregoing, Borrower shall not be liable under this SECTION 9.4 for any Losses or costs of Remediation to which the Indemnified Parties may become subject to the extent such Losses Material of Environmental Concern was present or costs existing on or prior to theEffective Date, (ii) any release on or prior to the Effective Date, at, to or from any location of Remediation arise any Material of Environmental Concern generated, treated, recycled, stored, processed, used, disposed, otherwise handled or managed, or transported in connection with the Business or the Real Property or any Previous Property by reason or on behalf of Seller, or any of its past or present subsidiaries or Affiliates, or any prior owner or operator of the gross negligence, illegal acts, fraud Business (iii) any violation or alleged violation of willful misconduct any Environmental Law by Seller or any of its past or present subsidiaries or Affiliates or any prior owner or operator of the Indemnified PartiesBusiness or the Real Property and (iv) any Environmental Claim described on Schedule 8.3(c) (collectively, an "Existing Environmental Indemnity Condition"). This indemnity Seller and Shareholder, jointly and severally, shall survive fully indemnify and hold harmless Purchaser, its officers, directors, employees and affiliates against and in respect of any terminationand all Environmental Damages resulting from, satisfaction relating to or foreclosure arising from any Existing Environmental Indemnity Condition; PROVIDED, HOWEVER, that Purchaser shall not seek indemnification under this SECTION 10.1 unless (i) the particular environmental condition violates an Environmental Law, or (ii) Purchaser is required by any governmental authority asserting jurisdiction to take remedial action, or (iii) a third party brings a claim for damages for personal injury, threatened personal injury, property damage, threatened property damage, natural resource damages, contribution for remedial response costs, fines or penalties that is based upon, arises out of, or relates to any Existing Environmental Indemnity Condition. Purchaser agrees that in the event Purchaser discovers a condition for which it believes Seller and Shareholder have an obligation to indemnify hereunder, Purchaser shall: (i) Notify Seller in writing of this Security Instrumentthe condition prior to taking any remedial action with respect thereto ("Environmental Notice"). Upon such notification, Seller shall be entitled to take lead responsibility for developing the remediation work plan, in which case the plan shall be prepared in consultation with Purchaser. Seller must notify Purchaser within ten (10) business days of receipt of an Environmental Notice of its intention to participate in the development of the work plan. Purchaser and Seller shall jointly interface with any governmental agency which may be involved in approval or review of the work plan, and shall mutually agree on the selection of the contractors who will perform such investigation and/or remediation. it is agreed that any investigation and/or remediation required under the applicable Environmental Law may be performed to the minimum standards allowable under such Law; and (ii) Upon Seller's reasonable request, provide Seller with an opinion of reputable environmental counsel that the condition at issue violates an Environmental Law or otherwise requires remedial action. The indemnification obligation described herein shall not be subject to the provisions limitations of SECTION 10.5the Deductible or the Cap or a survival period.

Environmental Indemnification. Borrower shallNo Lender will be deemed to assume any liability or obligation for loss, at damage, fines, penalties, claims or duties to clean-up or dispose of wastes or materials on or relating to the Property merely by conducting any inspections of the Property or by obtaining title to the Property by foreclosure, deed in lieu of foreclosure or otherwise. Borrower, including its sole cost successors and expenseassigns, protect, defend, agrees to remain fully liable and will indemnify, release defend and hold harmless the Indemnified Parties Lenders, their respective directors, officers, employees, agents, contractors, subcontractors, licensees, invitees, successors and assigns, from and against any claims, demands, judgments, damages, actions, causes of action, injuries, administrative orders, liabilities, costs, expenses, clean-up costs, waste disposal costs, litigation costs, fines, penalties, damages and other related liabilities arising from (i) the failure of Borrower to perform any obligation herein required to be performed by Borrower, (ii) the removal or other remediation of hazardous or toxic substances, hazardous wastes, pollutants or contaminants, solid waste or petroleum at or from the Property, (iii) the removal or other abatement of any asbestos-containing material from the Property (or if removal is prohibited by law, the taking of whatever action is required by law, including without limitation, the implementation of any required operation or maintenance program), (iv) any act or omission, event or circumstance existing or occurring resulting from or in connection with the ownership, construction, occupancy, operation, use and/or maintenance of the Property, (v) any and all Losses claims or proceedings (whether brought by private party or governmental agency) for bodily injury, property damage, abatement or remediation, environmental damage or impairment and costs of Remediation any other injury or damage resulting from or relating to any hazardous or toxic substances, hazardous waste, pollutants, contaminants, solid waste, or petroleum located upon or migrating into, from or through the Property (whether or not performed voluntarily), engineers' fees, environmental consultants' fees, and costs of investigation (including but not limited to sampling, testing, and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid any or gas) imposed upon or incurred by or asserted against any Indemnified Parties, and directly or indirectly arising out of or in any way relating to any one or more all of the following: (a) any presence of any Hazardous Substances in, on, aboveforegoing was caused by Borrower or its tenant or subtenant, or under the Property; (b) any past, present or threatened Release of Hazardous Substances in, on, above, under or from the Property; (c) any activity by Borrower, any Person affiliated with Borrower or any tenant or other user a prior owner of the Property in connection with or its tenant or subtenant, or any actual, proposed third party and whether or threatened use, treatmentnot the alleged liability is attributable to the handling, storage, holding, existence, disposition or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer transportation or transportation to disposal of such material or from the Property mere presence of any Hazardous Substances at any tine located in, under, such material on or above the Property; (d) any activity by Borrower), any Person affiliated with Borrower or any tenant or other user of the Property in connection with any actual or proposed Remediation of any Hazardous Substances at any time located in, under, on or above the Property, whether or not such Remediation is voluntary or pursuant to court or administrative order, including but not limited to any removal, remedial or corrective action; (e) any past or present non-compliance or violations of any Environmental Laws (or permits issued pursuant to any Environmental Law) in connection with the Property or operations thereon, including but not limited to any failure by Borrower, any Affiliate of Borrower or any tenant or other user of the Property to comply with any order of any Governmental Authority in connection with any Environmental Laws; (f) the imposition, recording or filing of any Environmental Lien encumbering the Property; (g) any administrative processes or proceedings or judicial proceedings in any way connected with any matter addressed in Article 8 and this SECTION 9.4; (h) any past, present or threatened injury to, destruction of or loss of natural resources in any way connected with the Property, including but not limited to costs to investigate and assess such injury, destruction or loss; (i) any acts of Borrower or other users of the Property in arranging for disposal or treatment, or arranging with a transporter for transport for disposal or treatment, of Hazardous Substances owned or possessed by such Borrower or other users, at any facility or incineration vessel owned or operated by another Person and containing such or any similar Hazardous Substance; (j) any acts of Borrower or other users of the Property, in accepting any Hazardous Substances for transport to disposal or treatment facilities, incineration vessels or sites selected by Borrower or such other users, from which there is a Release, or a threatened Release of any Hazardous Substance which causes the incurrence of costs for Remediation; (k) any personal injury, wrongful death, or property damage arising under any statutory or common law or tort law theory, including but not limited to damages assessed for the maintenance of a private or public nuisance or for the conducting of an abnormally dangerous activity on or near the Property; and (1iv) any misrepresentation or inaccuracy in Borrower's breach of any representation or warranty contained in this Section. Without limitation, the foregoing indemnities will apply to Lenders with respect to claims, demands, losses, damages (including consequential damages), liabilities, causes of action, judgments, penalties, costs and expenses (including reasonable attorneys' fees and court costs) which in whole or material breach in part are caused by or failure arise out of the negligence of any Lender. Such indemnity, however, will not apply to perform any covenants or other obligations pursuant to Article 8. Notwithstanding the foregoing, Borrower shall not be liable under this SECTION 9.4 for any Losses or costs of Remediation to which the Indemnified Parties may become subject Lender to the extent such Losses the subject of the indemnification is caused by or costs of Remediation arise by reason arises out of the gross negligence, illegal acts, fraud of negligence or willful misconduct of such Lender. All environmental representations, warranties, covenants, and indemnities will continue indefinitely and may not be cancelled or terminated except by a writing signed by Lenders specifically referring to this Section. Notwithstanding anything contained to the Indemnified Parties. This indemnity shall survive contrary in any terminationNote, satisfaction this Agreement, or foreclosure of this Security Instrumentother document evidencing or securing the Obligations, subject to the provisions of SECTION 10.5this Section will survive the termination or expiration of the Obligations, the full repayment of the Obligations, or the acquiring of title by any Lender or its successors and assigns by foreclosure, deed in lieu of foreclosure or otherwise, and will be fully enforceable against Borrower and its successors and assigns. The provisions of this Section will constitute a separate undertaking by Borrower and will be an inducement to Lenders in extending the Obligations to Borrower. The provisions of this Section will not be subject to any anti-deficiency or similar laws.

Environmental Indemnification. Borrower shallIn addition to the provisions of Section 7.2, at its sole cost and expenseFoamex, protect, defend, indemnify, release shall indemnify and hold harmless Trace Foam and the Indemnified Parties from and against Company for any and all Losses and costs of Remediation (whether or not performed voluntarily), engineers' fees, environmental consultants' fees, and costs of investigation Damages (including but not limited to samplingCosts of Remediation) arising, testing, and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas) imposed upon or incurred by or asserted against any Indemnified Parties, and directly or indirectly indirectly, from or in connection with: (a) any Liabilities under Environmental Laws arising out of or in relating to: (i) (A) the ownership, operation, or condition at any way relating time on or prior to any one or more the Closing Date of the following: Owned Real Property or Leased Property or any other properties and assets (awhether real, personal, or mixed and whether tangible or intangible) in which the Company has or had an interest, or (B) any presence of Hazardous Materials or other contaminants that were present on the Owned Real Property or Leased Property or such other properties and assets at any time on or prior to the Closing Date; or (ii) any Hazardous Substances inMaterials or other contaminants, onwherever located, abovethat were, or under were allegedly, generated, transported, stored, treated, Released, or otherwise handled by the PropertyCompany or by any other Person for whose conduct the Company is or may be held responsible at any time on or prior to the Closing Date; or (b) any pastbodily injury (including illness, disability, and death, and regardless of when any such bodily injury occurred, was incurred, or manifested itself), personal injury, property damage (including trespass, nuisance, wrongful eviction, and deprivation of the use of real property), or other damage of or to any Person, including any employee or former employee of the Company or any other Person for whose conduct the Company is or may be held responsible, in any way arising from or allegedly arising from any activity conducted or allegedly conducted with respect to the Owned Real Property or Leased Property or the operation of the Company prior to the Closing Date, or from Hazardous Material that was (i) present or threatened Release suspected to be present on or before the Closing Date on or at the Owned Real Property or Leased Property (or present or suspected to be present on any other property, if such Hazardous Material emanated or allegedly emanated from any of Hazardous Substances in, on, above, under the Owned Real Property or from Leased Property and was present or suspected to be present on any of the Property; Owned Real Property or Leased Property on or prior to the Closing Date) or (cii) any activity Released or allegedly Released by Borrower, any Person affiliated with Borrower Foamex or the Company or any tenant other Person for whose conduct they are or other user of the Property in connection with any actualmay be held responsible, proposed or threatened use, treatment, storage, holding, existence, disposition or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from the Property of any Hazardous Substances at any tine located in, under, on or above the Property; (d) any activity by Borrower, any Person affiliated with Borrower or any tenant or other user of the Property in connection with any actual or proposed Remediation of any Hazardous Substances place and at any time located in, under, on or above the Property, whether or not such Remediation is voluntary or pursuant to court or administrative order, including but not limited to any removal, remedial or corrective action; (e) any past or present non-compliance or violations of any Environmental Laws (or permits issued pursuant to any Environmental Law) in connection with the Property or operations thereon, including but not limited to any failure by Borrower, any Affiliate of Borrower or any tenant or other user of the Property to comply with any order of any Governmental Authority in connection with any Environmental Laws; (f) the imposition, recording or filing of any Environmental Lien encumbering the Property; (g) any administrative processes or proceedings or judicial proceedings in any way connected with any matter addressed in Article 8 and this SECTION 9.4; (h) any past, present or threatened injury to, destruction of or loss of natural resources in any way connected with the Property, including but not limited to costs to investigate and assess such injury, destruction or loss; (i) any acts of Borrower or other users of the Property in arranging for disposal or treatment, or arranging with a transporter for transport for disposal or treatment, of Hazardous Substances owned or possessed by such Borrower or other users, at any facility or incineration vessel owned or operated by another Person and containing such or any similar Hazardous Substance; (j) any acts of Borrower or other users of the Property, in accepting any Hazardous Substances for transport to disposal or treatment facilities, incineration vessels or sites selected by Borrower or such other users, from which there is a Release, or a threatened Release of any Hazardous Substance which causes the incurrence of costs for Remediation; (k) any personal injury, wrongful death, or property damage arising under any statutory or common law or tort law theory, including but not limited to damages assessed for the maintenance of a private or public nuisance or for the conducting of an abnormally dangerous activity on or near the Property; and (1) any misrepresentation or inaccuracy in any representation or warranty or material breach or failure to perform any covenants or other obligations pursuant to Article 8. Notwithstanding the foregoing, Borrower shall not be liable under this SECTION 9.4 for any Losses or costs of Remediation to which the Indemnified Parties may become subject prior to the extent such Losses or costs of Remediation arise by reason of the gross negligence, illegal acts, fraud of willful misconduct of the Indemnified Parties. This indemnity shall survive any termination, satisfaction or foreclosure of this Security Instrument, subject to the provisions of SECTION 10.5Closing Date.

Environmental Indemnification. Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all Losses and costs of Remediation (whether or not performed voluntarily), engineers' fees, environmental consultants' fees, and costs of investigation (including but not limited to sampling, testing, and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas) imposed upon or incurred by or asserted against any Indemnified Parties, and directly or indirectly arising out of or in any way relating to any one or more of the following: the (a) any presence of any Hazardous Substances in, on, above, or under the Property; (b) any past, present or threatened Release of Hazardous Substances in, on, above, under or from the Property; (c) any activity by Borrower, any Person affiliated with Borrower or any tenant or other user of the Property in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from the Property of any Hazardous Substances at any tine located in, under, on or above the Property; (d) any activity by Borrower, any Person affiliated with Borrower or any tenant or other user of the Property in connection with any actual or proposed Remediation of any Hazardous Substances at any time located in, under, on or above the Property, whether or not such Remediation is voluntary or pursuant to court or administrative order, including but not limited to any removal, remedial or corrective action; (e) any past or present non-compliance or violations of any Environmental Laws (or permits issued pursuant to any Environmental Law) in connection with the Property or operations thereon, including but not limited to any failure by Borrower, any Affiliate of Borrower or any tenant or other user of the Property to comply with any order of any Governmental Authority in connection with any Environmental Laws; (f) the imposition, recording or filing of any Environmental Lien encumbering the Property; (g) any administrative processes or proceedings or judicial proceedings in any way connected with any matter addressed in Article 8 and this SECTION Section 9.4; (h) any past, present or threatened injury to, destruction of or loss of natural resources in any way connected with the Property, including but not limited to costs to investigate and assess such injury, destruction or loss; (i) any acts of Borrower or other users of the Property in arranging for disposal or treatment, or arranging with a transporter for transport for disposal or treatment, of Hazardous Substances owned or possessed by such Borrower or other users, at any facility or incineration vessel owned or operated by another Person and containing such or any similar Hazardous Substance; (j) any acts of Borrower or other users of the Property, in accepting any Hazardous Substances for transport to disposal or treatment facilities, incineration vessels or sites selected by Borrower or such other users, from which there is a Release, or a threatened Release of any Hazardous Substance which causes the incurrence of costs for Remediation; (k) any personal injury, wrongful death, or property damage arising under any statutory or common law or tort law theory, including but not limited to damages assessed for the maintenance of a private or public nuisance or for the conducting of an abnormally dangerous activity on or near the Property; and (1) any misrepresentation or inaccuracy in any representation or warranty or material breach or failure to perform any covenants or other obligations pursuant to Article 8. Notwithstanding the foregoing, Borrower shall not be liable under this SECTION Section 9.4 for any Losses or costs of Remediation to which the Indemnified Parties may become subject to the extent such Losses or costs of Remediation arise by reason of the gross negligence, illegal acts, fraud of willful misconduct of the Indemnified Parties. This indemnity shall survive any termination, satisfaction or foreclosure of this Security Instrument, subject to the provisions of SECTION Section 10.5.

Environmental Indemnification. Borrower shall, at its sole cost and expense, protect, Mortgagor shall defend, indemnify, release indemnify and hold harmless the Indemnified Parties Mortgagee, and its successors and assigns, and its employees, agents, officers and directors from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs and all Losses expenses of whatever kind or nature, known or unknown, contingent or otherwise, whether incurred or imposed within or outside the judicial process, including, without limitation, reasonable attorneys' and costs consultants' fees and disbursements and investigations and laboratory fees arising out of, or in any way related to any Environmental Problem, including without limitation: (a) the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release or threat of Remediation (release of any Hazardous Materials in, on, over, under, from or affecting the Mortgaged Property or any part thereof whether or not performed voluntarily), engineers' fees, environmental consultants' fees, and costs of investigation disclosed by the Environmental Report relative to the Mortgaged Property; (b) any personal injury (including but not limited wrongful death, disease or other health condition related to samplingor caused by, testingin whole or in part, and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid any Hazardous Materials) or gasproperty damage (real or personal) imposed upon or incurred by or asserted against any Indemnified Parties, and directly or indirectly arising out of or in any way relating related to any one or more of the following: (a) any presence of any Hazardous Substances Materials in, on, aboveover, under, from or under affecting the Mortgaged Property or any part thereof whether or not disclosed by the Environmental Report relative to the Mortgaged Property; (b) any past, present or threatened Release of Hazardous Substances in, on, above, under or from the Property; ; (c) any activity by Borroweraction, any Person affiliated with Borrower suit or any tenant proceeding brought or other user of the Property in connection with any actualthreatened, proposed settlement reached, or threatened use, treatment, storage, holding, existence, disposition or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from the Property of any Hazardous Substances at any tine located in, under, on or above the Property; (d) any activity by Borrower, any Person affiliated with Borrower or any tenant or other user of the Property in connection with any actual or proposed Remediation of any Hazardous Substances at any time located in, under, on or above the Property, whether or not such Remediation is voluntary or pursuant to court or administrative order, including but not limited to any removal, remedial or corrective action; (e) any past or present non-compliance or violations of any Environmental Laws (or permits issued pursuant to any Environmental Law) in connection with the Property or operations thereon, including but not limited to any failure by Borrower, any Affiliate of Borrower or any tenant or other user of the Property to comply with any order of any Governmental Authority in connection with relating to such Hazardous Material whether or not disclosed by the Environmental Report relative to the Mortgaged Property; and/or (d) any Environmental Laws; (f) violation of the impositionprovisions, recording covenants, representations or filing warranties of Section 16.01 hereof or of any Environmental Lien encumbering the Property; (g) any administrative processes Legal Requirement which is based on or proceedings or judicial proceedings in any way connected with related to any matter addressed in Article 8 and this SECTION 9.4; (h) any pastHazardous Materials in, present on, over, under, from or threatened injury to, destruction of or loss of natural resources in any way connected with affecting the Property, including but not limited to costs to investigate and assess such injury, destruction or loss; (i) any acts of Borrower or other users of the Mortgaged Property in arranging for disposal or treatment, or arranging with a transporter for transport for disposal or treatment, of Hazardous Substances owned or possessed by such Borrower or other users, at any facility or incineration vessel owned or operated by another Person and containing such or any similar Hazardous Substance; (j) any acts of Borrower or other users of part thereof including, without limitation, the Property, in accepting any Hazardous Substances for transport to disposal or treatment facilities, incineration vessels or sites selected by Borrower or such other users, from which there is a Release, or a threatened Release cost of any Hazardous Substance which causes work performed and materials furnished in order to comply therewith whether or not disclosed by the incurrence of costs for Remediation; (k) any personal injury, wrongful death, or property damage arising under any statutory or common law or tort law theory, including but not limited Environmental Report relative to damages assessed for the maintenance of a private or public nuisance or for the conducting of an abnormally dangerous activity on or near the Mortgaged Property; and (1) any misrepresentation or inaccuracy in any representation or warranty or material breach or failure to perform any covenants or other obligations pursuant to Article 8. Notwithstanding the foregoing, Borrower shall not be liable under foregoing provisions of this SECTION 9.4 for any Losses or costs of Remediation to which the Indemnified Parties may become subject Section 16.02 to the extent such Losses contrary, Mortgagor shall have no obligation to indemnify Mortgagee for liabilities, claims, damages, penalties, causes of action, costs and expenses relative to the foregoing which result directly from Mortgagee's willful misconduct or costs of Remediation arise gross negligence. Any amounts payable to Mortgagee by reason of the gross negligenceapplication of this Section 16.02 shall be secured by this Mortgage and shall, illegal actsupon demand by Mortgagee, fraud become immediately due and payable and shall bear interest at the Default Rate applicable to the Class A Portion from the date so demanded by Mortgagee until paid. This indemnification shall survive the termination of willful misconduct this Mortgage whether by repayment of the Indemnified PartiesDebt, foreclosure or deed in lieu thereof, assignment, or otherwise. This The indemnity provided for in this Section 16.02 shall survive not be included in any terminationexculpation of Mortgagor or its principals from personal liability provided for in this Mortgage or in any of the other Loan Documents. Nothing in this Section 16.02 shall be deemed to deprive Mortgagee of any rights or remedies otherwise available to Mortgagee, satisfaction including, without limitation, those rights and remedies provided elsewhere in this Mortgage or foreclosure of this Security Instrument, subject to the provisions of SECTION 10.5other Loan Documents.

Environmental Indemnification. Borrower shall(a) Co-op covenants and agrees, at its sole cost and expense, protectto unconditionally indemnify, defend, indemnifyprotect, release save and defend and hold harmless the Indemnified Parties Buyer Indemnitees against and from and against any and all Losses and costs of Remediation (whether or not performed voluntarily)Environmental Damages that may at any time be imposed upon, engineers' feesthreatened against, environmental consultants' fees, and costs of investigation (including but not limited to sampling, testing, and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas) imposed upon or incurred by or asserted or awarded against SLG or any Indemnified Parties, and Buyer Indemnitee arising directly or indirectly arising from or out of of: (i) SLG’s or in Co-op’s failure to comply with any way relating to any one or more of the following: obligations and provisions of this ARTICLE VII or for any breach of the representations and warranties in Section 3.19 to the extent related to the Fuels Business; (aii) any presence of any Hazardous Substances inthe presence, onexacerbation, above, or under the Property; (b) any past, present Release or threatened Release of Hazardous Substances inMaterials in violation of Environmental Law at, on, abovein, under under, affecting or migrating or threatening to migrate to or from all or any portion of the Property; Fuels Business; (ciii) the failure to conduct the investigation, remediation, monitoring and reporting that is required by a Governmental Authority to comply with Environmental Law and corresponding Environmental Permits and orders relating to the Fuels Business; (iv) any activity violation of, or noncompliance with, or alleged violation of, or noncompliance with, Environmental Law, including any Environmental Permits, orders or requirements in connection with conditions associated with the Fuels Business; (v) the willful misconduct, error or omission or negligent act or omission of SLG or Co-op, or their agents, employees or contractors in connection with the operation of the Fuels Business; (vi) any cost, fee, deposit or premium associated with applying for, enrolling in, and completing any available environmental fund or insurance program for the environmental equipment and tanks at or Hazardous Materials impacting the Fuels Business; (vii) any judgment, Encumbrance, order, complaint, claim, penalty, fee, fine, deposit, premium, notice, citation, action, proceeding or investigation pending or threatened by Borrower, or before any Person affiliated with Borrower Governmental Authority or any tenant private party litigant, including any environmental regulatory body, or other user before any court of law (including any private civil litigation) with respect to the Property Fuels Business, in connection with any actualHazardous Materials, proposed or threatened use, treatment, storage, holding, existence, disposition or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from the Property of any Hazardous Substances at any tine located in, under, on or above the Property; (d) any activity by Borrower, any Person affiliated with Borrower or any tenant or other user of the Property in connection with any actual or proposed Remediation of any Hazardous Substances at any time located in, under, on or above the Property, whether or not such Remediation is voluntary or pursuant to court or administrative orderEnvironmental Law, including but not limited to any removal, remedial Encumbrance existing or corrective action; (e) any past or present non-compliance or violations of any Environmental Laws (or permits issued arising pursuant to any Environmental Law; (viii) the enforcement of this Agreement or the assertion by SLG or Co-op of any defense to their obligations hereunder. (b) Buyer may demand SLG and Co-op pay and the right to require SLG and Co-op to comply with and satisfy their obligations and liabilities under this Agreement, and may proceed against SLG or Co-op with respect thereto, without being required to attempt recovery first from any other Person, or resort to any other means of obtaining payment of the Environmental Damages. Any such demand may be made at any time coincident with or after the time for payment of any of the Environmental Damages. No liability or obligation of SLG or Co-op hereunder will be reduced, discharged or released because or by reason of any existing or future offset, claim or defense of any other Person, against Buyer or against payment of the Environmental Damages, except as otherwise stated within this Agreement. (c) Promptly after the receipt by Xxxxx of written notice of any demand or claim or the commencement of any Action concerning Buyer, SLG or Co-op in connection with the Property Fuels Business, Buyer will notify SLG and Co-op in writing thereof. The failure by Buyer promptly to give such notice will not relieve SLG or operations thereonCo-op of any liability to Buyer hereunder. (d) Upon prior written notice to SLG and Co-op, Buyer may, at the expense of SLG and Co-op (which expense will be included in Environmental Damages), employ separate counsel in any such action and participate in the defense thereof. If SLG or Co-op fail to discharge or undertake to defend Buyer against any Environmental Damages, Buyer may, at its reasonable option and election, defend or settle such Environmental Damages. The liability of SLG or Co-op to Buyer hereunder will be conclusively established by such settlement, provided such settlement is made in good faith, and the amount of such liability includes both the settlement consideration and the actual and reasonable costs and expenses, including but not limited to any failure attorneys’ fees and disbursements, incurred by Borrower, any Affiliate of Borrower Buyer or any tenant Buyer Indemnitee in effecting such settlement. In such event, such settlement consideration, costs and expenses will be included in Environmental Damages and SLG or other user of Co-op will pay the Property to comply with any order of any Governmental Authority in connection with any Environmental Laws; (f) the imposition, recording or filing of any Environmental Lien encumbering the Property; (g) any administrative processes or proceedings or judicial proceedings same as provided herein. Xxxxx’s good faith in any way connected with any matter addressed in Article 8 such settlement will be conclusively established if the settlement is made on the advice of independent legal counsel for Buyer. (e) SLG and this SECTION 9.4; (h) any pastCo-op will not, present without the prior written consent of Buyer, which consent will not be unreasonably withheld, conditioned or threatened injury to, destruction of or loss of natural resources in any way connected with the Property, including but not limited to costs to investigate and assess such injury, destruction or loss; delayed: (i) settle or compromise any acts of Borrower Action or other users of consent to the Property in arranging for disposal or treatment, or arranging with a transporter for transport for disposal or treatment, of Hazardous Substances owned or possessed by such Borrower or other users, at any facility or incineration vessel owned or operated by another Person and containing such or any similar Hazardous Substance; (j) any acts of Borrower or other users of the Property, in accepting any Hazardous Substances for transport to disposal or treatment facilities, incineration vessels or sites selected by Borrower or such other users, from which there is a Release, or a threatened Release entry of any Hazardous Substance which causes judgment that does not include as an unconditional term thereof the incurrence of costs for Remediation; (k) any personal injury, wrongful death, delivery by the claimant or property damage arising under any statutory or common law or tort law theory, including but not limited plaintiff to damages assessed for the maintenance Buyer and SLG of a private full and complete written release of all applicable Buyer Indemnitees and SLG (in form, scope and substance satisfactory to Buyer in its reasonable discretion) from all liability in respect of such Action and a dismissal with prejudice of such Action; or public nuisance (ii) settle or for the conducting of an abnormally dangerous activity on or near the Property; and (1) compromise any misrepresentation or inaccuracy Action in any representation manner that may adversely affect Buyer or warranty SLG or material breach obligate Buyer or failure SLG to pay any sum or perform any covenants or other obligations pursuant to Article 8. Notwithstanding the foregoing, Borrower shall not be liable under this SECTION 9.4 for any Losses or costs of Remediation to which the Indemnified Parties may become subject to the extent such Losses or costs of Remediation arise obligation as determined by reason of the gross negligence, illegal acts, fraud of willful misconduct of the Indemnified Parties. This indemnity shall survive any termination, satisfaction or foreclosure of this Security Instrument, subject to the provisions of SECTION 10.5Buyer in its reasonable discretion.

Environmental Indemnification. Borrower shall, at its sole cost and expense, protect, defend, indemnify, release Indemnify and hold the Agent and each of the Lenders and their respective shareholders, officers, directors, employees, agents, attorneys-in-fact and Affiliates and each trustee for the benefit of the Agent or the Lenders under any Security Document (each of the foregoing an “Indemnitee”) harmless the Indemnified Parties from and against any and all Losses claims, losses, damages, liabilities, fines, penalties, charges, administrative and judicial proceedings and orders, judgments, remedial actions, requirements and enforcement actions of any kind, and all reasonable costs of Remediation and expenses incurred in connection therewith (whether or not performed voluntarilyincluding attorneys’ fees and expenses), engineers' fees, environmental consultants' fees, and costs of investigation (including but not limited to sampling, testing, and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas) imposed upon or incurred by or asserted against any Indemnified Parties, and arising directly or indirectly arising out of indirectly, in whole or in any way relating to any one or more of the following: part, from (a) any the presence of any Hazardous Substances in, on, aboveunder, or under from any of its Property, whether prior to or during the Property; term hereof, (b) any pastactivity carried on or undertaken on any of its Property, present whether prior to or threatened Release of Hazardous Substances induring the term hereof, on, above, under or from the Property; (c) any activity and whether by Borrower, any Person affiliated with Borrower it or any tenant of its predecessors in title, employees, agents, contractors or subcontractors or any other user of the Property Person at any time occupying or present on such Property, in connection with any actual, proposed or threatened usethe handling, treatment, removal, storage, holdingdecontamination, existencecleanup, disposition transportation, or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from the Property of any Hazardous Substances at any tine located in, under, on or above the Property; (d) any activity by Borrower, any Person affiliated with Borrower or any tenant or other user of the Property in connection with any actual or proposed Remediation disposal of any Hazardous Substances at any time located in, under, or present on or above the under such Property, whether or not such Remediation is voluntary or pursuant to court or administrative order, including but not limited to any removal, remedial or corrective action; (ec) any past residual contamination on or present non-compliance or violations under any of its Property, (d) any contamination of any Environmental Laws (Property or permits issued pursuant to any Environmental Law) natural resources arising in connection with the Property generation, use, handling, storage, transportation or operations thereon, including but not limited to disposal of any failure Hazardous Substances by Borrower, any Affiliate of Borrower it or any tenant of its employees, agents, contractors, or other user subcontractors while such Persons are acting within the scope of their relationship with it, irrespective of whether any of such activities were or will be undertaken in accordance with applicable Requirements of Law, or (e) the Property to comply with any order performance and enforcement of any Governmental Authority Loan Document or any other act or omission in connection with or related to any Environmental Laws; Loan Document or the transactions contemplated thereby, including any such claim, loss, damage, liability, fine, penalty, charge, administrative or judicial proceeding, order, judgment, remedial action, requirement, enforcement action, cost or expense, arising from the negligence (f) but not the impositiongross negligence or willful misconduct), recording whether sole or filing concurrent, of any Environmental Lien encumbering the PropertyIndemnitee; (g) any administrative processes or proceedings or judicial proceedings in any way connected with any matter addressed in Article 8 and this SECTION 9.4; (h) any past, present or threatened injury to, destruction of or loss of natural resources in any way connected with the Propertyforegoing indemnity surviving satisfaction of all Obligations and the termination of this Agreement, including but unless all such Obligations have been satisfied wholly in cash and not limited to costs to investigate and assess such injury, destruction by way of realization against any Collateral or loss; (i) the conveyance of any acts of Borrower or other users of the Property in arranging for disposal lieu thereof, provided that such indemnity shall not extend to any act or treatment, or arranging with a transporter for transport for disposal or treatment, of Hazardous Substances owned or possessed omission by such Borrower or other users, at any facility or incineration vessel owned or operated by another Person and containing such the Agent or any similar Hazardous Substance; (j) Lender with respect to any acts Property subsequent to the Agent or any Lender becoming the owner of Borrower such Property and with respect to which Property such claim, loss, damage, liability, fine, penalty, charge, proceeding, order, judgment, action or other users requirement arises subsequent to the acquisition of title thereto by the Property, in accepting Agent or any Hazardous Substances for transport to disposal or treatment facilities, incineration vessels or sites selected by Borrower or such other users, from which there is a Release, or a threatened Release of any Hazardous Substance which causes the incurrence of costs for Remediation; (k) any personal injury, wrongful death, or property damage arising under any statutory or common law or tort law theory, including but not limited to damages assessed for the maintenance of a private or public nuisance or for the conducting of an abnormally dangerous activity on or near the Property; and (1) any misrepresentation or inaccuracy in any representation or warranty or material breach or failure to perform any covenants or other obligations pursuant to Article 8Lender. Notwithstanding the foregoing, Borrower shall not be liable All amounts due under this SECTION 9.4 for any Losses or costs of Remediation to which the Indemnified Parties may become subject to the extent such Losses or costs of Remediation arise by reason of the gross negligence, illegal acts, fraud of willful misconduct of the Indemnified Parties. This indemnity Section 5.21 shall survive any termination, satisfaction or foreclosure of this Security Instrument, subject to the provisions of SECTION 10.5be payable on written demand therefor.

Environmental Indemnification. Borrower shall, at its sole cost and expense, protect, (a) Mortgagor agrees to defend, indemnify, release indemnify and hold harmless Mortgagee and its respective co-trustees and affiliates, and the Indemnified Parties directors, officers, employees, consultants and advisers and agents of any of the foregoing (each of the foregoing being an "INDEMNITEE") from and against any and all Losses claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and costs expenses of Remediation any kind or nature (whether or not performed voluntarily)including, engineers' feeswithout limitation, environmental consultants' feesreasonable fees and disbursements of one firm of counsel to all such Indemnitees) which may be imposed on, and costs of investigation (including but not limited to sampling, testing, and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas) imposed upon or incurred by or asserted against any Indemnified Parties, and directly such Indemnitee in connection with or indirectly arising out of any costs or in any way relating to any one or more of the following: (a) any presence of any Hazardous Substances in, on, above, or under the Property; (b) any past, present or threatened Release of Hazardous Substances in, on, above, under or from the Property; (c) any activity by Borrower, any Person affiliated with Borrower or any tenant or other user of the Property liabilities incurred in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from matter affecting the Affected Property of any Hazardous Substances at any tine located in, under, on or above the Property; (das defined below) any activity by Borrower, any Person affiliated with Borrower or any tenant or other user of the Property in connection with any actual or proposed Remediation of any Hazardous Substances at any time located in, under, on or above the Property, whether or not such Remediation is voluntary or pursuant to court or administrative order, including but not limited to any removal, remedial or corrective action; (e) any past or present non-compliance or violations of any Environmental Laws (or permits issued pursuant to any Environmental Law, or any Release or use, storage, treatment, transportation , disposal or handling of any Hazardous Materials on, from, under or affecting all or any part of the Affected Property, including, without limitation, (i) all Environmental Liabilities and Costs arising from or connected with the Affected Property, (ii) damages (whether actual, consequential or punitive) arising from any personal injury (including wrongful death) or property damage (real or personal) alleged to have resulted from any Release of Hazardous Materials on, upon or into all or any part of the Affected Property, (iii) any costs and liabilities incurred in connection with the investigation, removal, cleanup and/or remediation of any Hazardous Material present upon all or any part of the Affected Property, (iv) to the extent required by law, additional costs to treat or to take necessary precautions to protect against the release or migration of Hazardous Materials on, from, under or affecting the Mortgaged Property or operations thereon, including but not limited to any failure by Borrowerinto the air, any Affiliate body of Borrower surface or subsurface water or any tenant surrounding areas, and (v) any costs or other user of the Property to comply with any order of any Governmental Authority liabilities incurred in connection with any Environmental Laws; Lien (f) except, with respect to any of the impositionforegoing, recording to the extent the same results from the gross negligence or filing willful misconduct of any Environmental Lien encumbering Indemnitee) (the Property; (g) Mortgaged Property and any administrative processes or proceedings or judicial proceedings surrounding areas to the extent affected by a Release from the Mortgaged Property are hereinafter collectively referred to as the "AFFECTED PROPERTY"). The indemnity contained in any way connected with any matter addressed in Article 8 and this SECTION 9.4; (h) any past2.16 shall not be limited, present impaired or threatened injury to, destruction of or loss of natural resources in any way connected with the Property, including but not limited to costs to investigate and assess such injury, destruction or loss; (i) any acts of Borrower or other users of the Property in arranging for disposal or treatment, or arranging with a transporter for transport for disposal or treatment, of Hazardous Substances owned or possessed terminated by such Borrower or other users, at any facility or incineration vessel owned or operated by another Person and containing such or any similar Hazardous Substance; (j) any acts of Borrower or other users of the Property, in accepting any Hazardous Substances for transport to disposal or treatment facilities, incineration vessels or sites selected by Borrower or such other users, from which there is a Release, or a threatened Release of any Hazardous Substance which causes the incurrence of costs for Remediation; (k) any personal injury, wrongful death, or property damage arising under any statutory or common law or tort law theory, including but not limited to damages assessed for the maintenance of a private or public nuisance or for the conducting of an abnormally dangerous activity on or near the Property; and (1) any misrepresentation extensions of time for performance under any of the URC Documents, (2) any sale or inaccuracy assignment of this Mortgage, (3) any sale or transfer of all or any part of the Mortgaged Property, (4) any foreclosure of this Mortgage or deed to the Mortgaged Property in lieu of foreclosure, or exercise of any representation other remedies under this Mortgage, (5) the satisfaction, release or warranty termination of this Mortgage, (6) the release or material breach substitution in whole or failure in part of any other security for the Secured Obligations or (7) Mortgagee's participating in the management of, or taking possession of, or title to, the Mortgaged Property or any part thereof whether by foreclosure or otherwise. (b) Mortgagee agrees that, in the event any investigation, litigation or proceeding alleging matters of the nature set forth in paragraph (a) above is asserted or threatened in writing or instituted against it or any other Indemnitee, or any remedial, removal or response action is requested of it or any of its officers, directors, agents and employees, for which any Indemnitee is entitled to perform an indemnity or defense hereunder, such Indemnitee shall promptly notify Mortgagor in writing after obtaining any covenants or other obligations pursuant to Article 8. Notwithstanding notice of the foregoing, Borrower shall not be liable under this SECTION 9.4 for any Losses or costs of Remediation to which the Indemnified Parties may become subject to the extent such Losses or costs of Remediation arise by reason of the gross negligence, illegal acts, fraud of willful misconduct of the Indemnified Parties. This indemnity shall survive any termination, satisfaction or foreclosure of this Security Instrument, subject to the provisions of SECTION 10.5.provided that a

Environmental Indemnification. The Borrower shallshall indemnify, at its sole cost and expense, protectreimburse, defend, indemnify, release and hold harmless the Agent, each Lender, the Collateral Agent and each of its respective parents, subsidiaries, Affiliates, shareholders, directors, officers, employees, representatives, agents, successors, assigns and attorneys (collectively, the "Indemnified Parties from Parties") for, from, and against any all demands, claims, actions or causes of action, assessments, losses, damages, liabilities, costs and all Losses and costs of Remediation expenses (whether or not performed voluntarily)including, engineerswithout limitation, interest, penalties, reasonable attorneys' fees, environmental disbursements and expenses, and reasonable consultants' fees, disbursements and expenses (but excluding internal overhead, administrative and similar costs of investigation (including but not limited to samplingthe Lenders and the Collateral Agent)), testingasserted against, and analysis of soilresulting to, waterimposed on, air, building materials and other materials and substances whether solid, liquid or gas) imposed upon or incurred by or asserted against any Indemnified PartiesParty, and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any presence of any Hazardous Substances inindirectly, on, above, or under the Property; (b) any past, present or threatened Release of Hazardous Substances in, on, above, under or from the Property; (c) any activity by Borrower, any Person affiliated with Borrower or any tenant or other user of the Property in connection with any actualof the following (except to the extent same are directly and solely caused by the fraud, proposed bad faith, gross negligence or threatened use, treatment, storage, holding, existence, disposition or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from the Property willful misconduct of any Hazardous Substances at Indemnified Party and except that any tine located in, under, on or above the Property; (d) any activity by Borrower, any Person affiliated with Borrower or any tenant or other user of the Property in connection with any actual or proposed Remediation of any Hazardous Substances at any time located in, under, on or above the Property, whether or not such Remediation is voluntary or pursuant to court or administrative order, including but not limited to any removal, remedial or corrective action; (e) any past or present non-compliance or violations of any Environmental Laws (or permits issued pursuant to any Environmental Law) in connection with the Property or operations thereon, including but not limited to any failure by Borrower, any Affiliate of Borrower or any tenant or other user of the Property to comply with any order of any Governmental Authority in connection with any Environmental Laws; (f) the imposition, recording or filing of any Environmental Lien encumbering the Property; (g) any administrative processes or proceedings or judicial proceedings in any way connected with any matter addressed in Article 8 and this SECTION 9.4; (h) any past, present or threatened injury to, destruction of or loss of natural resources in any way connected with the Property, including but not limited to costs to investigate and assess such injury, destruction or loss; (i) any acts of Borrower or other users of the Property in arranging for disposal or treatment, or arranging with a transporter for transport for disposal or treatment, of Hazardous Substances owned or possessed by such Borrower or other users, at any facility or incineration vessel owned or operated by another Person and containing such or any similar Hazardous Substance; (j) any acts of Borrower or other users of the Property, in accepting any Hazardous Substances for transport to disposal or treatment facilities, incineration vessels or sites selected by Borrower or such other users, from which there is a Release, or a threatened Release of any Hazardous Substance which causes the incurrence of costs for Remediation; (k) any personal injury, wrongful death, or property damage arising under any statutory or common law or tort law theory, including but not limited to damages assessed for the maintenance of a private or public nuisance or for the conducting of an abnormally dangerous activity on or near the Property; and (1) any misrepresentation or inaccuracy in any representation or warranty or material breach or failure to perform any covenants or other obligations pursuant to Article 8. Notwithstanding the foregoing, Borrower Indemnified Party shall not be liable under this SECTION 9.4 for indemnified against claims resulting from actions taken with respect to any Losses REO Property after the Agent forecloses its Lien or costs of Remediation to which the Indemnified Parties may become subject security interest upon such REO Property unless and to the extent such Losses or costs of Remediation arise by reason indemnification relates to any of the gross negligencefollowing which occurred while the Borrower owned such REO Property): (i) events, illegal actscircumstances, fraud or conditions which are alleged to, or do, form the basis for an Environmental Claim; (ii) any pollution or threat to human health or the environment that is related in any way to Borrower's or any previous owner's or operator's management, use, control, ownership or operation of willful misconduct such REO Property (including, without limitation, all on-site and off-site activities involving Hazardous Substances), and whether occurring, existing or arising prior to or from and after the date hereof, and whether or not the pollution or threat to human health or the environment is described in the Environmental Reports; (iii) any Environmental Claim against any Person whose liability for such Environmental Claim the Borrower has or may have assumed or retained either contractually or by operation of law; or (iv) the breach of any representation, warranty or covenant set forth in Section 4.2(M), 4.3(E) and Sections 5.1(F) through 5.1(K), inclusive. The provisions of and undertakings and indemnification set forth in this Section 5.1(K) shall survive the satisfaction and payment of the Indemnified Parties. This indemnity shall survive any termination, satisfaction or foreclosure Indebtedness and termination of this Security Instrument, subject Agreement and shall terminate after the satisfaction and payment of the Indebtedness and the termination of this Agreement upon the later to occur of the provisions expiration of SECTION 10.5the applicable statute of limitations and six years from the date hereof.

Environmental Indemnification. Borrower shall, at its sole cost and expense, protect, (a) Mortgagor agrees to defend, indemnify, release indemnify and hold harmless Mortgagee and its respective co-trustees and affiliates, and the Indemnified Parties directors, officers, employees, consultants and advisers and agents of any of the foregoing (each of the foregoing being an "INDEMNITEE") from and against any and all Losses claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and costs expenses of Remediation any kind or nature (whether or not performed voluntarily)including, engineers' feeswithout limitation, environmental consultants' feesreasonable fees and disbursements of one firm of counsel to all such Indemnitees) which may be imposed on, and costs of investigation (including but not limited to sampling, testing, and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas) imposed upon or incurred by or asserted against any Indemnified Parties, and directly such Indemnitee in connection with or indirectly arising out of any matter affecting or in any way relating to any one or more of the following: Affected Property (aas defined below) any presence of any Hazardous Substances in, on, above, or under the Property; (b) any past, present or threatened Release of Hazardous Substances in, on, above, under or from the Property; (c) any activity by Borrower, any Person affiliated with Borrower or any tenant or other user of the Property in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from the Property of any Hazardous Substances at any tine located in, under, on or above the Property; (d) any activity by Borrower, any Person affiliated with Borrower or any tenant or other user of the Property in connection with any actual or proposed Remediation of any Hazardous Substances at any time located in, under, on or above the Property, whether or not such Remediation is voluntary or pursuant to court or administrative order, including but not limited to any removal, remedial or corrective action; (e) any past or present non-compliance or violations of any Environmental Laws (or permits issued pursuant to any Environmental Law, or any Release or use, storage, treatment, transportation , disposal or handling of any Hazardous Materials on, from, under or affecting all or any part of the Affected Property, including, without limitation, (i) all Environmental Liabilities and Costs arising from or connected with the Affected Property, (ii) damages (whether actual, consequential or punitive) arising from any personal injury (including wrongful death) or property damage (real or personal) alleged to have resulted from any Release of Hazardous Materials on, upon or into all or any part of the Affected Property, (iii) any costs and liabilities incurred in connection with the investigation, removal, cleanup and/or remediation of any Hazardous Material present upon all or any part of the Affected Property, (iv) to the extent required by law, additional costs to treat or to take necessary precautions to protect against the release or migration of Hazardous Materials on, from, under or affecting the Mortgaged Property or operations thereon, including but not limited to any failure by Borrowerinto the air, any Affiliate body of Borrower surface or subsurface water or any tenant surrounding areas, and (v) any costs or other user of the Property to comply with any order of any Governmental Authority liabilities incurred in connection with any Environmental Laws; Lien (f) except, with respect to any of the impositionforegoing, recording to the extent the same results from the gross negligence or filing willful misconduct of any Environmental Lien encumbering Indemnitee) (the Property; (g) Mortgaged Property and any administrative processes or proceedings or judicial proceedings surrounding areas to the extent affected by a Release from the Mortgaged Property are hereinafter collectively referred to as the "AFFECTED PROPERTY"). The indemnity contained in any way connected with any matter addressed in Article 8 and this SECTION 9.4; (h) any past2.5 shall not be limited, present impaired or threatened injury to, destruction of or loss of natural resources in any way connected with the Property, including but not limited to costs to investigate and assess such injury, destruction or loss; (i) any acts of Borrower or other users of the Property in arranging for disposal or treatment, or arranging with a transporter for transport for disposal or treatment, of Hazardous Substances owned or possessed terminated by such Borrower or other users, at any facility or incineration vessel owned or operated by another Person and containing such or any similar Hazardous Substance; (j) any acts of Borrower or other users of the Property, in accepting any Hazardous Substances for transport to disposal or treatment facilities, incineration vessels or sites selected by Borrower or such other users, from which there is a Release, or a threatened Release of any Hazardous Substance which causes the incurrence of costs for Remediation; (k) any personal injury, wrongful death, or property damage arising under any statutory or common law or tort law theory, including but not limited to damages assessed for the maintenance of a private or public nuisance or for the conducting of an abnormally dangerous activity on or near the Property; and (1) any misrepresentation extensions of time for performance under any of the Financing Documents, (2) any sale or inaccuracy assignment of this Mortgage, (3) any sale or transfer of all or any part of the Mortgaged Property, (4) any foreclosure of this Mortgage or deed to the Mortgaged Property in lieu of foreclosure, or exercise of any representation other remedies under this Mortgage, (5) the satisfaction, release or warranty termination of this Mortgage, (6) the release or material breach substitution in whole or failure in part of any other security for the Secured Obligations or (7) Mortgagee's participating in the management of, or taking possession of, or title to, the Mortgaged Property or any part thereof whether by foreclosure or otherwise. (b) Mortgagee agrees that, in the event any investigation, litigation or proceeding alleging matters of the nature set forth in paragraph (a) above is asserted or threatened in writing or instituted against it or any other Indemnitee, or any remedial, removal or response action is requested of it or any of its officers, directors, agents and employees, for which any Indemnitee is entitled to perform an indemnity or defense hereunder, such Indemnitee shall promptly notify Mortgagor in writing after obtaining any covenants or other obligations pursuant to Article 8. Notwithstanding notice of the foregoing, Borrower provided that a failure to so notify Mortgagor in writing after obtaining any notice of the foregoing shall not be liable under this SECTION 9.4 for relieve Mortgagor of any Losses liability hereunder unless such failure prejudices Mortgagor's ability to defend against such action or costs of Remediation proceeding or take other necessary or appropriate action to which remediate or mitigate the Indemnified Parties may become subject liability involved. Notwithstanding anything to the extent such Losses or costs of Remediation arise by reason of the gross negligence, illegal acts, fraud of willful misconduct of the Indemnified Parties. This indemnity shall survive any termination, satisfaction or foreclosure of this Security Instrument, subject to the provisions of SECTION 10.5.contrary in this

Environmental Indemnification. Borrower Grantor shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all Losses and costs of Remediation (whether or not performed voluntarily), engineers' fees, environmental consultants' fees, and costs of investigation (including but not limited to sampling, testing, and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gasas hereinafter defined) imposed upon or incurred by or asserted against any Indemnified PartiesParties (other than those arising solely from a state of facts that first came into existence after Beneficiary acquired title to the Mortgaged Property through foreclosure or a deed in lieu thereof), and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any presence of any Hazardous Substances (as hereinafter defined) in, on, above, or under the Mortgaged Property; (b) any past, present or threatened future Release (as hereinafter defined) of Hazardous Substances in, on, above, under or from the Mortgaged Property; (c) any activity by BorrowerGrantor, any Person person or entity affiliated with Borrower or Grantor, and any tenant or other user of the Mortgaged Property in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from the Mortgaged Property of any Hazardous Substances at any tine located in, under, on or above the Property; (d) any activity by Borrower, any Person affiliated with Borrower or any tenant or other user of the Property in connection with any actual or proposed Remediation of any Hazardous Substances at any time located in, under, on or above the Mortgaged Property; (d) any activity by Grantor, any person or entity affiliated with Grantor, and any tenant or other user of the Mortgaged Property in connection with any actual or proposed Remediation (as hereinafter defined) of any Hazardous Substances at any time located in, under, on or above the Mortgaged Property, whether or not such Remediation is voluntary or pursuant to court or administrative order, including but not limited to any removal, remedial or corrective action; (e) any past past, present or present threatened non-compliance or violations of any Environmental Laws Law (as hereinafter defined) (or permits issued pursuant to any Environmental Law) in connection with the Mortgaged Property or operations thereon, including but not limited to any failure by BorrowerGrantor, any Affiliate of Borrower person or entity affiliated with Grantor, and any tenant or other user of the Mortgaged Property to comply with any order of any Governmental Authority governmental authority in connection with any Environmental Laws, but not including any non compliance or violations occurring as a result of the gross negligence or willful misconduct of any of the Indemnified Parties; (f) the imposition, recording or filing or the future imposition, recording or filing of any Environmental Lien (as hereinafter defined) encumbering the Mortgaged Property; (g) any administrative processes or proceedings or judicial proceedings in any way connected with any matter addressed in Article 8 and this SECTION 9.4Section 27(b), but not including any non compliance or violations occurring as a result of the gross negligence or willful misconduct of any of the Indemnified Parties; (h) any past, present or threatened injury to, destruction of or loss of natural resources in any way connected with the Property, including but not limited to costs to investigate and assess such injury, destruction or loss; (i) any acts of Borrower or other users of the Property in arranging for disposal or treatment, or arranging with a transporter for transport for disposal or treatment, of Hazardous Substances owned or possessed by such Borrower or other users, at any facility or incineration vessel owned or operated by another Person and containing such or any similar Hazardous Substance; (j) any acts of Borrower or other users of the Property, in accepting any Hazardous Substances for transport to disposal or treatment facilities, incineration vessels or sites selected by Borrower or such other users, from which there is a Release, or a threatened Release of any Hazardous Substance which causes the incurrence of costs for Remediation; (k) any personal injury, wrongful death, or property damage arising under any statutory or common law or tort law theory, including but not limited to damages assessed for the maintenance of a private or public nuisance or for the conducting of an abnormally dangerous activity on or near the Property; and (1) any misrepresentation or inaccuracy in any representation or warranty or material breach or failure to perform any covenants or other obligations pursuant to Article 8. Notwithstanding under the foregoing, Borrower shall not be liable under this SECTION 9.4 for Environmental Indemnification of even date executed by Grantor; and (i) any Losses or costs of Remediation to which the Indemnified Parties may become subject diminution in value (but only to the extent such Losses or costs of Remediation arise diminution is realized by reason Beneficiary) of the Mortgaged Property in any way connected with any occurrence or other matter referred to in this Section 27(b) not caused by the gross negligence, illegal acts, fraud of negligence or willful misconduct of any of the Indemnified Parties. This indemnity shall survive any termination, satisfaction or foreclosure of this Security Instrument, subject to the provisions of SECTION 10.5.

Environmental Indemnification. Borrower shall(a) Subject to Section 3.2, at its sole cost and expense, protect, defend, TMG shall indemnify, release defend and hold harmless the Indemnified Parties Partnership Group for a period of five years after the Closing Date from and against environmental and Toxic Tort losses, damages (including, without limitation, real property damages and natural resource damages), injuries (including, without limitation, personal injury and death), liabilities, claims, demands, breaches of contracts, causes of action, judgments, settlements, fines, penalties, costs and expenses (including, without limitation, court costs and reasonable attorney’s and expert’s fees) of any and all Losses and costs of Remediation (whether every kind or not performed voluntarily)character, engineers' feesknown or unknown, environmental consultants' feesfixed or contingent, and costs of investigation (including but not limited to sampling, testing, and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas) imposed upon suffered or incurred by the Partnership Group by reason of or asserted against any Indemnified Parties, and directly or indirectly arising out of: (i) any violation, or correction of any violation, of Environmental Laws associated with the ownership or in any way relating to any one or more operation of the following: Assets, or (aii) any event or condition associated with the ownership or operation of the Assets (including, without limitation, the presence of any Hazardous Substances in, on, above, or under the Property; (b) any past, present or threatened Release of Hazardous Substances in, on, aboveunder, under about or from the Property; (c) any activity by Borrower, any Person affiliated with Borrower or any tenant or other user of the Property in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation migrating to or from the Property Assets or the disposal or release of Hazardous Substances generated by the operation of the Assets at non-Asset locations) including, without limitation, (A) the cost and expense of any Hazardous Substances at any tine located ininvestigation, underassessment, on or above the Property; (d) any activity by Borrowerevaluation, any Person affiliated with Borrower or any tenant monitoring, containment, cleanup, repair, restoration, remediation, or other user corrective action required or necessary under Environmental Laws or to satisfy any applicable Voluntary Cleanup Program, (B) the cost or expense of the Property in connection with any actual or proposed Remediation preparation and implementation of any Hazardous Substances at any time located inclosure, underremedial, on or above the Property, whether or not such Remediation is voluntary or pursuant to court or administrative order, including but not limited to any removal, remedial or corrective action, or other plans required or necessary under Environmental Laws or to satisfy any applicable Voluntary Cleanup Program, and (C) the cost and expense for any environmental or Toxic Tort pre-trial, trial, or appellate legal or litigation support work; but only to the extent that such violation complained of under Section 3.1(a)(i) or such events or conditions included under Section 3.1(a)(ii) occurred before the Closing Date (ecollectively, “Covered Environmental Losses”). (b) any past or present non-compliance or violations The Partnership Group shall jointly and severally indemnify, defend and hold harmless the TMG Entities from and against environmental and Toxic Tort losses, damages (including, without limitation, real property damages and natural resource damages), injuries (including, without limitation, personal injury and death), liabilities, claims, demands, breaches of contracts, causes of action, judgments, settlements, fines, penalties, costs and expenses (including, without limitation, court costs and reasonable attorney’s and expert’s fees) of any Environmental Laws (and every kind or permits issued pursuant to any Environmental Law) in connection with character, known or unknown, fixed or contingent, suffered or incurred by the Property or operations thereon, including but not limited to any failure TMG Entities by Borrower, any Affiliate of Borrower or any tenant or other user of the Property to comply with any order of any Governmental Authority in connection with any Environmental Laws; (f) the imposition, recording or filing of any Environmental Lien encumbering the Property; (g) any administrative processes or proceedings or judicial proceedings in any way connected with any matter addressed in Article 8 and this SECTION 9.4; (h) any past, present or threatened injury to, destruction reason of or loss of natural resources in any way connected with the Property, including but not limited to costs to investigate and assess such injury, destruction or loss; arising out of: (i) any acts violation or correction of Borrower violation of Environmental Laws associated with the ownership or other users operation of the Property in arranging for disposal Assets, or (ii) any event or treatmentcondition associated with the ownership or operation of the Assets (including, or arranging with a transporter for transport for disposal or treatmentbut not limited to, the presence of Hazardous Substances owned on, under, about or possessed migrating to or from the Assets or the disposal or release of Hazardous Substances generated by such Borrower the operation of the Assets at non-Asset locations) including, without limitation, (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other userscorrective action required or necessary under Environmental Laws, at (B) the cost or expense of the preparation and implementation of any facility or incineration vessel owned or operated by another Person and containing such or any similar Hazardous Substance; (j) any acts of Borrower closure, remedial, corrective action, or other users plans required or necessary under Environmental Laws, and (C) the cost and expense for any environmental or Toxic Tort pre-trial, trial, or appellate legal or litigation support work; and regardless of the Property, in accepting any Hazardous Substances for transport to disposal or treatment facilities, incineration vessels or sites selected by Borrower whether such violation complained of under Section 3.1(b)(i) or such other usersevents or conditions included under Section 3.1(b)(ii) occurred before or after the Closing Date, from which there is a Release, or a threatened Release of any Hazardous Substance which causes the incurrence of costs for Remediation; (k) any personal injury, wrongful death, or property damage arising under any statutory or common law or tort law theory, including but not limited to damages assessed for the maintenance of a private or public nuisance or for the conducting of an abnormally dangerous activity on or near the Property; and (1) any misrepresentation or inaccuracy in any representation or warranty or material breach or failure to perform any covenants or other obligations pursuant to Article 8. Notwithstanding the foregoing, Borrower shall not be liable under this SECTION 9.4 for any Losses or costs of Remediation to which the Indemnified Parties may become subject except to the extent such Losses or costs of Remediation arise by reason that any of the gross negligence, illegal acts, fraud of willful misconduct of foregoing are Covered Environmental Losses for which the Indemnified Parties. This indemnity shall survive any termination, satisfaction or foreclosure of Partnership Group is entitled to indemnification from TMG under this Security Instrument, subject to the provisions of SECTION 10.5Article III.

Environmental Indemnification. Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all Losses and costs of Remediation (whether or not performed voluntarily), engineers' fees, environmental consultants' fees, and costs of investigation (including but not limited to sampling, testing, and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gasas hereinafter defined) imposed upon or incurred by or asserted against any Indemnified PartiesParties (other than those arising solely from a state of facts that first came into existence after Lender acquired title to the Property through foreclosure or a deed in lieu thereof), and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any presence of any Hazardous Substances (as hereinafter defined) in, on, above, or under the Property; (b) any past, present or threatened future Release (as hereinafter defined) of Hazardous Substances in, on, above, under or from the Property; , (c) any activity by Borrower, any Person person or entity affiliated with Borrower or Borrower, and any tenant or other user of the Property in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from the Property of any Hazardous Substances at any tine time located in, under, on or above the Property; (d) any activity by Borrower, any Person person or entity affiliated with Borrower or Borrower, and any tenant or other user of the Property in connection with any actual or proposed Remediation (as hereinafter defined) of any Hazardous Substances at any time located in, under, on or above the Property, whether or not such Remediation is voluntary or pursuant to court or administrative order, including but not limited to any removal, remedial or corrective action; (e) any past past, present or present threatened non-compliance or violations of any Environmental Laws Law (as hereinafter defined) (or permits issued pursuant to any Environmental Law) in connection with the Property or operations thereon, including but not limited to any failure by Borrower, any Affiliate of Borrower person or entity affiliated with Borrower, and any tenant or other user of the Property to comply with any order of any Governmental Authority governmental authority in connection with any Environmental Laws; (f) the imposition, recording or filing or the future imposition, recording or filing of any Environmental Lien (as hereinafter defined) encumbering the Property; (g) any administrative processes or proceedings or judicial proceedings in any way connected with any matter addressed in Article 8 and this SECTION 9.4Section 11.2; (h) any past, present or threatened injury to, destruction of or loss of natural resources in any way connected with the Property, including but not limited to costs to investigate and assess such injury, destruction or loss; (i) any acts of Borrower or other users of the Property in arranging for disposal or treatment, or arranging with a transporter for transport for disposal or treatment, of Hazardous Substances owned or possessed by such Borrower or other users, at any facility or incineration vessel owned or operated by another Person and containing such or any similar Hazardous Substance; (j) any acts of Borrower or other users of the Property, in accepting any Hazardous Substances for transport to disposal or treatment facilities, incineration vessels or sites selected by Borrower or such other users, from which there is a Release, or a threatened Release of any Hazardous Substance which causes the incurrence of costs for Remediation; (k) any personal injury, wrongful death, or property damage arising under any statutory or common law or tort law theory, including but not limited to damages assessed for the maintenance of a private or public nuisance or for the conducting of an abnormally dangerous activity on or near the Property; and (1) any misrepresentation or inaccuracy in any representation or warranty or material breach or failure to perform any covenants or other obligations pursuant to Article 8. Notwithstanding under the foregoingEnvironmental Indemnity, Borrower shall not be liable under this SECTION 9.4 for and (i) any Losses or costs of Remediation to which the Indemnified Parties may become subject to the extent such Losses or costs of Remediation arise by reason diminution in value of the gross negligence, illegal acts, fraud of willful misconduct of the Indemnified Parties. This indemnity shall survive Property in any termination, satisfaction way connected with any occurrence or foreclosure of other matter referred to in this Security Instrument, subject to the provisions of SECTION 10.5Section 11.2.