Common use of Environmental Covenants Clause in Contracts

Environmental Covenants. Lessor and Lessee (in addition to, and not in diminution of, Lessee’s covenants and undertakings in Sections 8.1 and 8.2 hereof) covenant and agree as follows: (a) At all times hereafter until the later of (i) such time as all liabilities, duties or obligations of Lessee to Lessor under the Lease have been satisfied in full and (ii) such time as Lessee completely vacates the Leased Property and surrenders possession of the same to Lessor, Lessee shall fully comply with all Environmental Laws applicable to the Leased Property and the operations thereon. Lessee agrees to give Lessor prompt Notice of (1) all Environmental Liabilities; (2) all pending, threatened or anticipated Proceedings, and all notices, demands, requests or investigations, relating to any Environmental Liability or relating to the issuance, revocation or change in any Environmental Authorization required for operation of the Leased Property; (3) all Releases at, on, in, under or in any way affecting the Leased Property, or any Release known by Lessee at, on, in or under any property adjacent to the Leased Property; and (4) all facts, events or conditions that could reasonably lead to the occurrence of any of the above-referenced matters. (b) Lessor hereby agrees to defend, indemnify and save harmless any and all Lessee Indemnified Parties from and against any and all Environmental Liabilities other than (i) Environmental Liabilities resulting from conditions disclosed in any environmental audit obtained by Lessor and provided to Lessee prior to the execution of this Lease (the “Environmental Audit”), and (ii) Environmental Liabilities which were caused by the acts or negligent failures to act of Lessee. (c) Lessee hereby agrees to defend, indemnify and save harmless any and all Lessor Indemnified Parties from and against any and all Environmental Liabilities which were (i) resulting from conditions disclosed in the Environmental Audit, and (ii) caused by the acts or negligent failures to act of Lessee. (d) If any Proceeding is brought against any Indemnified Party in respect of an Environmental Liability with respect to which such Indemnified Party may claim indemnification under either Subsection 8.3(b) or (c), the Indemnifying Party, upon request, shall at its sole expense resist and defend such Proceeding, or cause the same to be resisted and defended by counsel designated by the Indemnified Party and approved by the Indemnifying Party, which approval shall not be unreasonably withheld or delayed; provided, however, that such approval shall not be required in the case of defense by counsel designated by any insurance company undertaking such defense pursuant to any applicable policy of insurance. Each Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel will be at the sole expense of such Indemnified Party unless such counsel has been approved by the Indemnifying Party, which approval shall not be unreasonably withheld or delayed. The Indemnifying Party shall not be liable for any settlement of any such Proceeding made without its consent, which shall not be unreasonably withheld or delayed, but if settled with the consent of the Indemnifying Party, or if settled without its consent (if its consent shall be unreasonably withheld or delayed), or if there be a final, nonappealable judgment for an adversary party in any such Proceeding, the Indemnifying Party shall indemnify and hold harmless the Indemnified Parties from and against any liabilities and loss incurred by such Indemnified Parties by reason of such settlement or judgment. (e) At any time any Indemnified Party has reason to believe circumstances exist which could reasonably result in an Environmental Liability, upon reasonable prior Notice to Lessee and Manager stating such Indemnified Party’s basis for such belief, an Indemnified Party shall be given immediate access to the Leased Property (including, but not limited to, the right to enter upon, investigate, drill ▇▇▇▇▇, take soil borings, excavate, monitor, test, cap and use available land for the testing of remedial technologies), Lessee’s employees, and to all relevant documents and records regarding the matter as to which a responsibility, liability or obligation is asserted or which is the subject of any Proceeding; provided that such access may he conditioned or restricted as may be reasonably necessary to ensure compliance with law and the safety of personnel and facilities or to protect confidential or privileged information. All Indemnified Parties requesting such immediate access and cooperation shall endeavor to coordinate such efforts to result in as minimal interruption of the operation of the Leased Property as practicable. (f) The indemnification rights and obligations provided for in this Article 8 shall be in addition to any indemnification rights and obligations provided for elsewhere in this Lease. (g) The indemnification rights and obligations provided for in this Article 8 shall survive the termination of this Lease. For purposes of this Section 8.3, all amounts for which any Indemnified Party seeks indemnification shall be computed net of (a) any actual income tax benefit resulting therefrom to such Indemnified Party, (b) any insurance proceeds received (net of tax effects) with respect thereto, and (c) any amounts recovered (net of tax effects) from any third parties based on claims the Indemnified Party has against such third parties which reduce the damages that would otherwise be sustained; provided that in all cases, the timing of the receipt or realization of insurance proceeds or income tax benefits or recoveries from third parties shall be taken into account in determining the amount of reduction of damages. Each Indemnified Party agrees to use its reasonable efforts to pursue, or assign to Lessee or Lessor, as the case may be, any claims or rights it may have against any third party that would materially reduce the amount of damages otherwise incurred by such Indemnified Party. Notwithstanding anything to the contrary contained in this Lease, if Lessor shall become entitled to the possession of the Leased Property by virtue of the termination of the Lease or repossession of the Leased Property, then Lessor may assign its indemnification rights under this Section 8.3 (but not any other rights under this Section 8.3) to any Person to whom Lessor subsequently transfers the Leased Property, subject to the following conditions and limitations, each of which shall be deemed to be incorporated into the terms of such assignment, whether or not specifically referred to therein: (i) The indemnification rights referred to in this section may be assigned only if a known Environmental Liability then exists or if a Proceeding is then pending or, to the knowledge of Lessee or Lessor, then threatened with respect to the Leased Property; (ii) Such indemnification rights shall be limited to Environmental Liabilities relating to or specifically affecting the Leased Property; and (iii) Any assignment of such indemnification rights shall be limited to the immediate transferee of Lessor, and shall not extend to any such transferee’s successors or assigns.

Environmental Covenants. Lessor and Lessee (in addition to, and not in diminution of, Lessee’s covenants and undertakings in Sections 8.1 and 8.2 hereof) additionally covenant and agree as follows: (a) At all times hereafter until the later of (i) such time as all liabilities, duties or obligations of Lessee to Lessor under the Lease have been satisfied in full and (ii) such time as Lessee completely vacates the Leased Property and surrenders possession of the same to Lessor, Lessee shall fully comply with all Environmental Laws applicable to the Leased Property and the operations thereon. Lessee agrees to give Lessor prompt Notice of (1) all Environmental Liabilities; (2) all pending, threatened or anticipated Proceedings, and all notices, demands, requests or investigations, relating to any Environmental Liability or relating to the issuance, revocation or change in any Environmental Authorization required for operation of the Leased Property; (3) all Releases at, on, in, under or in any way affecting the Leased Property, or any Release known by Lessee at, on, in or under any property adjacent to the Leased Property; and (4) all facts, events or conditions that could reasonably lead to the occurrence of any of the above-referenced matters. (b) Lessor hereby agrees to defend, indemnify and save harmless any and all Lessee Indemnified Parties from and against any and all Environmental Liabilities other than (i) Environmental Liabilities resulting from conditions disclosed in any environmental audit obtained by Lessor and provided to Lessee prior to the execution of this Lease (the “Environmental Audit”), and (ii) Environmental Liabilities which were caused by the acts or grossly negligent failures to act of Lessee. (c) Lessee hereby agrees to defend, indemnify and save harmless any and all Lessor Indemnified Parties from and against any and all Environmental Liabilities which were (i) resulting from conditions disclosed in the Environmental Audit, and (ii) caused by the acts or grossly negligent failures to act of Lessee. (d) If any Proceeding is brought against any Indemnified Party in respect of an Environmental Liability with respect to which such Indemnified Party may claim indemnification under either Subsection 8.3(b) or (c), the Indemnifying Party, upon request, shall at its sole expense resist and defend such Proceeding, or cause the same to be resisted and defended by counsel designated by the Indemnified Party and approved by the Indemnifying Party, which approval shall not be unreasonably withheld or delayed; provided, however, that such approval shall not be required in the case of defense by counsel designated by any insurance company undertaking such defense pursuant to any applicable policy of insurance. Each Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel will be at the sole expense of such Indemnified Party unless such counsel has been approved by the Indemnifying Party, which approval shall not be unreasonably withheld or delayed. The Indemnifying Party shall not be liable for any settlement of any such Proceeding made without its consent, which shall not be unreasonably withheld or delayed, but if settled with the consent of the Indemnifying Party, or if settled without its consent (if its consent shall be unreasonably withheld or delayed), or if there be a final, nonappealable judgment for an adversary party in any such Proceeding, the Indemnifying Party shall indemnify and hold harmless the Indemnified Parties from and against any liabilities and loss incurred by such Indemnified Parties by reason of such settlement or judgment. (e) At any time any Indemnified Party has reason to believe circumstances exist which could reasonably result in an Environmental Liability, upon reasonable prior Notice to Lessee and Manager stating such Indemnified Party’s basis for such belief, an Indemnified Party shall be given immediate access to the Leased Property (including, but not limited to, the right to enter upon, investigate, drill ▇w▇▇▇▇, take soil borings, excavate, monitor, test, cap and use available land for the testing of remedial technologies), Lessee’s employees, and to all relevant documents and records regarding the matter as to which a responsibility, liability or obligation is asserted or which is the subject of any Proceeding; provided that such access may he conditioned or restricted as may be reasonably necessary to ensure compliance with law and the safety of personnel and facilities or to protect confidential or privileged information. All Indemnified Parties requesting such immediate access and cooperation shall endeavor to coordinate such efforts to result in as minimal interruption of the operation of the Leased Property as practicable. (f) The indemnification rights and obligations provided for in this Article 8 shall be in addition to any indemnification rights and obligations provided for elsewhere in this Lease. (g) The indemnification rights and obligations provided for in this Article 8 shall survive the termination of this Lease. For purposes of this Section 8.3, all amounts for which any Indemnified Party seeks indemnification shall be computed net of (a) any actual income tax benefit resulting therefrom to such Indemnified Party, (b) any insurance proceeds received (net of tax effects) with respect thereto, and (c) any amounts recovered (net of tax effects) from any third parties based on claims the Indemnified Party has against such third parties which reduce the damages that would otherwise be sustained; provided that in all cases, the timing of the receipt or realization of insurance proceeds or income tax benefits or recoveries from third parties shall be taken into account in determining the amount of reduction of damages. Each Indemnified Party agrees to use its reasonable efforts to pursue, or assign to Lessee or Lessor, as the case may be, any claims or rights it may have against any third party that would materially reduce the amount of damages otherwise incurred by such Indemnified Party. Notwithstanding anything to the contrary contained in this Lease, if Lessor shall become entitled to the possession of the Leased Property by virtue of the termination of the Lease or repossession of the Leased Property, then Lessor may assign its indemnification rights under this Section 8.3 (but not any other rights under this Section 8.3) to any Person to whom Lessor subsequently transfers the Leased Property, subject to the following conditions and limitations, each of which shall be deemed to be incorporated into the terms of such assignment, whether or not specifically referred to therein: (i) The indemnification rights referred to in this section may be assigned only if a known Environmental Liability then exists or if a Proceeding is then pending or, to the knowledge of Lessee or Lessor, then threatened with respect to the Leased Property; (ii) Such indemnification rights shall be limited to Environmental Liabilities relating to or specifically affecting the Leased Property; and (iii) Any assignment of such indemnification rights shall be limited to the immediate transferee of Lessor, and shall not extend to any such transferee’s successors or assigns.

Environmental Covenants. Lessor and Lessee (in addition to, and not in diminution of, Lessee’s Borrower covenants and undertakings in Sections 8.1 agrees with the Lender that, until the Obligations have been fully satisfied and 8.2 hereof) covenant paid and agree as followsthe Commitment has been terminated, the Borrower shall: (a) At Comply with, and shall cause all times hereafter until operators, tenants, subtenants, licensees and occupants of the later Improvements to comply with all applicable Environmental Laws and shall obtain and comply with, and shall cause all operators, tenants, subtenants, licensees and occupants of the Improvements to obtain and comply with, all Environmental Permits. (b) Not cause or permit any change to be made in the present or intended use of the Improvements which would (i) such time as all liabilitiesviolate any applicable Environmental Law, duties or obligations of Lessee to Lessor under the Lease have been satisfied in full and (ii) such time as Lessee completely vacates constitute non-compliance with any Environmental Permit or (iii) materially increase the Leased Property and surrenders possession risk of a Release of any Hazardous Substance. (c) Promptly provide the same to Lessor, Lessee shall fully comply Lender with a copy of all Environmental Laws applicable to the Leased Property and the operations thereon. Lessee agrees to give Lessor prompt Notice of (1) all Environmental Liabilities; (2) all pending, threatened notifications which it gives or anticipated Proceedings, and all notices, demands, requests or investigations, relating receives with respect to any Environmental Liability past or relating to present Release or the issuance, revocation or change in threat of a Release of any Environmental Authorization required for operation of the Leased Property; (3) all Releases at, Hazardous Substance on, in, under at or in any way affecting from the Leased Property, improvements or any Release known by Lessee at, on, in or under any property adjacent to the Leased Property; and (4) all facts, events or conditions that could reasonably lead to the occurrence of any of the above-referenced matters. (b) Lessor hereby agrees to defend, indemnify and save harmless any and all Lessee Indemnified Parties from and against any and all Environmental Liabilities other than (i) Environmental Liabilities resulting from conditions disclosed in any environmental audit obtained by Lessor and provided to Lessee prior to the execution of this Lease (the “Environmental Audit”), and (ii) Environmental Liabilities which were caused by the acts or negligent failures to act of Lessee. (c) Lessee hereby agrees to defend, indemnify and save harmless any and all Lessor Indemnified Parties from and against any and all Environmental Liabilities which were (i) resulting from conditions disclosed in the Environmental Audit, and (ii) caused by the acts or negligent failures to act of LesseeImprovements. (d) If any Proceeding is brought against any Indemnified Party in respect of an Environmental Liability with respect Undertake and complete all investigations, studies, sampling and testing and all removal and other remedial actions required by law to which such Indemnified Party may claim indemnification under either Subsection 8.3(b) or (c)contain, the Indemnifying Party, upon request, shall at its sole expense resist remove and defend such Proceeding, or cause the same clean up all Hazardous Substances that are determined to be resisted and defended by counsel designated by the Indemnified Party and approved by the Indemnifying Party, which approval shall not be unreasonably withheld or delayed; provided, however, that such approval shall not be required in the case of defense by counsel designated by any insurance company undertaking such defense pursuant to any applicable policy of insurance. Each Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel will be present at the sole expense of such Indemnified Party unless such counsel has been approved by the Indemnifying Party, which approval shall not be unreasonably withheld or delayed. The Indemnifying Party shall not be liable for any settlement of any such Proceeding made without its consent, which shall not be unreasonably withheld or delayed, but if settled Improvements in accordance with the consent of the Indemnifying Party, or if settled without its consent (if its consent shall be unreasonably withheld or delayed), or if there be a final, nonappealable judgment for an adversary party in any such Proceeding, the Indemnifying Party shall indemnify all applicable Environmental Laws and hold harmless the Indemnified Parties from and against any liabilities and loss incurred by such Indemnified Parties by reason of such settlement or judgmentall Environmental Permits. (e) At any time any Indemnified Party has reason all reasonable times and, prior to believe circumstances exist which could reasonably result in an Environmental Liability, Event of Default upon reasonable prior Notice to Lessee notice, allow the Lender and Manager stating such Indemnified Party’s basis for such beliefits officers, an Indemnified Party shall be given immediate employees, agents, representatives, contractors and subcontractors access to the Leased Property (Improvements for the purposes of ascertaining site conditions, including, but not limited to, the right to enter upon, investigate, drill ▇▇▇▇▇, take soil borings, excavate, monitor, test, cap and use available land for the testing of remedial technologies), Lessee’s employees, and to all relevant documents and records regarding the matter as to which a responsibility, liability or obligation is asserted or which is the subject of any Proceeding; provided that such access may he conditioned or restricted as may be reasonably necessary to ensure compliance with law and the safety of personnel and facilities or to protect confidential or privileged information. All Indemnified Parties requesting such immediate access and cooperation shall endeavor to coordinate such efforts to result in as minimal interruption of the operation of the Leased Property as practicablesubsurface conditions. (f) The indemnification rights Deliver promptly to the Lender: (i) copies of any documents received from the United States Environmental Protection Agency, or any state, county or municipal environmental or health agency concerning a Credit Party’s operations or the Improvements; and obligations provided for in this Article 8 shall be in addition (ii) copies of any documents submitted by any of the Credit Parties to the United States Environmental Protection Agency or any indemnification rights and obligations provided for elsewhere in this Leasestate, county or municipal environmental or health agency concerning its operations or the Improvements. (g) The indemnification rights and obligations provided for in this Article 8 shall survive If at any time the termination of this Lease. For purposes of this Section 8.3, all amounts for Lender obtains any reasonable evidence or information which any Indemnified Party seeks indemnification shall be computed net of (a) any actual income tax benefit resulting therefrom to such Indemnified Party, (b) any insurance proceeds received (net of tax effects) with respect thereto, and (c) any amounts recovered (net of tax effects) from any third parties based on claims suggests that a material potential environmental problem may exist at the Indemnified Party has against such third parties which reduce the damages that would otherwise be sustained; provided that in all casesimprovements, the timing of the receipt Lender may require that a full or realization of insurance proceeds or income tax benefits or recoveries from third parties shall be taken into account in determining the amount of reduction of damages. Each Indemnified Party agrees to use its reasonable efforts to pursue, or assign to Lessee or Lessor, as the case may be, any claims or rights it may have against any third party that would materially reduce the amount of damages otherwise incurred by such Indemnified Party. Notwithstanding anything to the contrary contained in this Lease, if Lessor shall become entitled to the possession of the Leased Property by virtue of the termination of the Lease or repossession of the Leased Property, then Lessor may assign its indemnification rights under this Section 8.3 (but not any other rights under this Section 8.3) to any Person to whom Lessor subsequently transfers the Leased Property, subject to the following conditions supplemental environmental inspection and limitations, each of which shall be deemed to be incorporated into the terms of such assignment, whether or not specifically referred to therein: (i) The indemnification rights referred to in this section may be assigned only if a known Environmental Liability then exists or if a Proceeding is then pending or, to the knowledge of Lessee or Lessor, then threatened audit report with respect to the Leased Property; (ii) Improvements of a scope and level of detail satisfactory to the Lender, in Lender’s reasonable discretion, be prepared by an environmental engineer or other qualified person acceptable to the Lender at the Borrower’s expense. Such indemnification rights shall be limited to Environmental Liabilities relating audit may include a physical inspection of the Improvements, a visual inspection of any property adjacent to or specifically affecting within the Leased Property; and (iii) Any assignment immediate vicinity of the Improvements, personnel interviews and a review of all Environmental Permits. If the Lender requires, such indemnification rights inspection shall be limited also include a records search and/or subsurface testing for the presence of Hazardous Substances in the soil, subsoil, bedrock, surface water and/or groundwater. If such audit report indicates the presence of any Hazardous Substance or a Release or the threat of a Release of any Hazardous Substance on, at or from the Improvements, the Credit Parties shall promptly undertake and diligently pursue to completion all legally required investigative, containment, removal, clean up and other remedial actions, using methods recommended by the engineer or other person who prepared said audit report and acceptable to the immediate transferee of Lessorappropriate federal, state and shall not extend to any such transferee’s successors local agencies or assignsauthorities.

Environmental Covenants. Lessor Borrower covenants and Lessee (agrees that so long as Property Owners own, manage, are in addition to, and not in diminution possession of, Lessee’s covenants and undertakings in Sections 8.1 and 8.2 hereof) covenant and agree as follows: or otherwise control the operation of any Individual Property: (a) At all times hereafter until the later uses and operations on or of (i) such time as all liabilitieseach Individual Property, duties whether by any Individual Property Owner or obligations of Lessee to Lessor under the Lease have been satisfied any other Person, shall be in full and (ii) such time as Lessee completely vacates the Leased Property and surrenders possession of the same to Lessor, Lessee shall fully comply compliance with all Environmental Laws applicable to the Leased Property and the operations thereon. Lessee agrees to give Lessor prompt Notice of (1) all Environmental Liabilitiespermits issued pursuant thereto; (2b) all pendingthere shall be no Releases of Hazardous Materials in, threatened on, under or anticipated Proceedings, and all notices, demands, requests or investigations, relating to from any Environmental Liability or relating to the issuance, revocation or change in any Environmental Authorization required for operation of the Leased Individual Property; (3c) all Releases atthere shall be no Hazardous Materials in, on, in, under or in any way affecting the Leased Property, or any Release known by Lessee at, on, in or under any property adjacent to the Leased Individual Property; and (4) all facts, events or conditions except those that could reasonably lead to the occurrence of any of the above-referenced matters. (b) Lessor hereby agrees to defend, indemnify and save harmless any and all Lessee Indemnified Parties from and against any and all Environmental Liabilities other than are both (i) in compliance with all Environmental Liabilities resulting from conditions disclosed in any environmental audit obtained by Lessor Laws and provided to Lessee prior with permits issued pursuant thereto, if and to the execution of this Lease (the “Environmental Audit”)extent required, and (ii) (A) in amounts not in excess of that necessary to operate the related Individual Property for the purposes set forth herein or (B) fully disclosed to and approved by Lender in writing; (d) cause Property Owners to keep each Individual Property free and clear of all Environmental Liabilities which were caused by Liens; (e) cause Property Owners, at their sole cost and expense, fully and expeditiously to cooperate in all activities pursuant to Section 12.4 below, including providing all relevant information and making knowledgeable persons available for interviews; (f) cause Property Owners at their sole cost and expense, to perform any environmental site assessment or other investigation of environmental conditions in connection with each Individual Property, pursuant to any reasonable written request of Lender, upon Lender’s reasonable belief that an Individual Property is not in full compliance with all Environmental Laws or in connection with a Securitization (provided that any such environmental site assessment prepared solely in connection with a Securitization shall be at the acts or negligent failures to act sole cost and expense of Lessee. (c) Lessee hereby agrees to defendLender), indemnify and save harmless any share with Lender the reports and all Lessor other results thereof, and Lender and other Indemnified Parties from shall be entitled to rely on such reports and against other results thereof; (g) Borrower shall cause Property Owners to keep each Individual Property free of Mold in any condition, location or concentration that poses a risk to human health, or that could reasonably be expected to result in violation of Environmental Laws or impair the marketability of such Individual Property; (h) Borrower shall cause Property Owners, at their sole cost and expense, to comply with all Environmental Liabilities which were reasonable written requests of Lender to (i) resulting reasonably effectuate remediation of any Hazardous Materials in, on, under or from conditions disclosed each Individual Property that are found to be in the violation of Environmental Audit, Law; and (ii) caused by the acts or negligent failures to act of Lessee. comply with any Environmental Law; (di) If any Proceeding is brought against any Indemnified Party in respect of an Environmental Liability with respect to which such Indemnified Party may claim indemnification under either Subsection 8.3(b) or (c), the Indemnifying Party, upon request, Borrower shall at its sole expense resist and defend such Proceeding, not permit or cause the same Property Owners to be resisted allow any tenant or other user of any Individual Property to violate any Environmental Law; and defended by counsel designated by the Indemnified Party and approved by the Indemnifying Party(j) Borrower shall cause Property Owners immediately to notify Lender in writing after it has become aware of (A) any presence or Release or threatened Release of Hazardous Materials in, which approval shall not be unreasonably withheld on, under, from or delayedmigrating towards any Individual Property; provided, however, that such approval shall not be required (B) any non-compliance with any Environmental Laws related in the case of defense by counsel designated by any insurance company undertaking such defense pursuant way to any applicable policy of insurance. Each Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel will be at the sole expense of such Indemnified Party unless such counsel has been approved by the Indemnifying Party, which approval shall not be unreasonably withheld or delayed. The Indemnifying Party shall not be liable for any settlement of any such Proceeding made without its consent, which shall not be unreasonably withheld or delayed, but if settled with the consent of the Indemnifying Party, or if settled without its consent Individual Property; (if its consent shall be unreasonably withheld or delayed), or if there be a final, nonappealable judgment for an adversary party in any such Proceeding, the Indemnifying Party shall indemnify and hold harmless the Indemnified Parties from and against any liabilities and loss incurred by such Indemnified Parties by reason of such settlement or judgment. (e) At any time any Indemnified Party has reason to believe circumstances exist which could reasonably result in an Environmental Liability, upon reasonable prior Notice to Lessee and Manager stating such Indemnified Party’s basis for such belief, an Indemnified Party shall be given immediate access to the Leased Property (including, but not limited to, the right to enter upon, investigate, drill ▇▇▇▇▇, take soil borings, excavate, monitor, test, cap and use available land for the testing of remedial technologies), Lessee’s employees, and to all relevant documents and records regarding the matter as to which a responsibility, liability or obligation is asserted or which is the subject of any Proceeding; provided that such access may he conditioned or restricted as may be reasonably necessary to ensure compliance with law and the safety of personnel and facilities or to protect confidential or privileged information. All Indemnified Parties requesting such immediate access and cooperation shall endeavor to coordinate such efforts to result in as minimal interruption of the operation of the Leased Property as practicable. (f) The indemnification rights and obligations provided for in this Article 8 shall be in addition to any indemnification rights and obligations provided for elsewhere in this Lease. (g) The indemnification rights and obligations provided for in this Article 8 shall survive the termination of this Lease. For purposes of this Section 8.3, all amounts for which any Indemnified Party seeks indemnification shall be computed net of (aC) any actual income tax benefit resulting therefrom to such Indemnified Party, or potential Environmental Lien against any Individual Property; (bD) any insurance proceeds received (net required or proposed remediation of tax effects) with respect thereto, environmental conditions relating to any Individual Property; and (cE) any amounts recovered (net written or oral notice or other communication of tax effects) which any Property Owners become aware from any third parties based on claims the Indemnified Party has against such third parties which reduce the damages that would otherwise be sustained; provided that source whatsoever (including a Governmental Authority) relating in all cases, the timing of the receipt or realization of insurance proceeds or income tax benefits or recoveries from third parties shall be taken into account in determining the amount of reduction of damages. Each Indemnified Party agrees any way to use its reasonable efforts to pursue, or assign to Lessee or Lessor, as the case may be, any claims or rights it may have against any third party that would materially reduce the amount of damages otherwise incurred by such Indemnified Party. Notwithstanding anything to the contrary contained in this Lease, if Lessor shall become entitled to the possession of the Leased Property by virtue of the termination of the Lease or repossession of the Leased Property, then Lessor may assign its indemnification rights under this Section 8.3 (but not any other rights under this Section 8.3) to any Person to whom Lessor subsequently transfers the Leased Property, subject to the following conditions and limitations, each of which shall be deemed to be incorporated into the terms of such assignment, whether or not specifically referred to therein: (i) The indemnification rights referred to in this section may be assigned only if a known Environmental Liability then exists or if a Proceeding is then pending or, to the knowledge of Lessee or Lessor, then threatened with respect to the Leased Property; (ii) Such indemnification rights shall be limited to Environmental Liabilities relating to or specifically affecting the Leased Property; and (iii) Any assignment of such indemnification rights shall be limited to the immediate transferee of Lessor, and shall not extend to any such transferee’s successors or assignsHazardous Materials.

Environmental Covenants. Lessor and Lessee (in addition to, and not in diminution of, Lessee’s covenants and undertakings in Sections 8.1 and 8.2 hereof) covenant and agree as follows: (a) At all times hereafter until the later of (i) such time as all liabilities, duties or obligations of Lessee to Lessor under the Lease have been satisfied in full and (ii) such time as Lessee completely vacates the Leased Property and surrenders possession of the same to Lessor, Lessee shall fully comply with all Environmental Laws applicable to the Leased Property and the operations thereon, except to the extent that such compliance would require the remediation of Environmental Liabilities for which Lessee has no indemnity obligations under Section 8.3(c). Lessee agrees to give Lessor prompt Notice written notice of (1) all Environmental Liabilities; (2) all pending, threatened or anticipated Proceedings, and all notices, demands, requests or investigations, relating to any Environmental Liability or relating to the issuance, revocation or change in any Environmental Authorization required for operation of the Leased Property; (3) all Releases at, on, in, under or in any way affecting the Leased Property, or any Release known by Lessee at, on, in or under any property adjacent to the Leased Property; and (4) all facts, events or conditions that could reasonably lead to the occurrence of any of the above-referenced matters. (b) Lessor hereby agrees to defend, indemnify and save harmless any and all Lessee Indemnified Parties from and against any and all Environmental Liabilities other than (i) Environmental Liabilities resulting from conditions disclosed in any environmental audit obtained by Lessor and provided to Lessee prior to the execution of this Lease (the “Environmental Audit”), and (ii) Environmental Liabilities which were extent caused by the grossly negligent acts or negligent failures to act of Lessee. (c) Lessee hereby agrees to defend, indemnify and save harmless any and all Lessor Indemnified Parties from and against any and all Environmental Liabilities which were (i) resulting from conditions disclosed in to the Environmental Audit, and (ii) extent caused by the grossly negligent acts or negligent failures to act of Lessee. (d) If any Proceeding is brought against any Indemnified Party in respect of an Environmental Liability with respect to which such Indemnified Party may claim indemnification under either Subsection Section 8.3(b) or (c), the Indemnifying Party, upon request, shall at its sole expense resist and defend such Proceeding, or cause the same to be resisted and defended by counsel designated by the Indemnified Party and approved by the Indemnifying Party, which approval shall not be unreasonably withheld or delayedwithheld; provided, however, that such approval shall not be required in the case of defense by counsel designated by any insurance company undertaking such defense pursuant to any applicable policy of insurance. Each Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel will be at the sole expense of such Indemnified Party unless such counsel has been approved by the Indemnifying Party, which approval shall not be unreasonably withheld or delayedwithheld. The Indemnifying Party shall not be liable for any settlement of any such Proceeding made without its consent, which shall not be unreasonably withheld or delayedwithheld, but if settled with the consent of the Indemnifying Party, or if settled without its consent (if its consent shall be unreasonably withheld or delayedwithheld), or if there be a final, nonappealable judgment for an adversary party in any such Proceeding, the Indemnifying Party shall indemnify and hold harmless the Indemnified Parties from and against any liabilities and loss incurred by such Indemnified Parties by reason of such settlement or judgment. (e) At If at any time any Indemnified Party has reason to believe circumstances exist which could reasonably result in an Environmental Liability, upon reasonable prior Notice written notice to Lessee and Manager stating such Indemnified Party’s basis for such belief, an Indemnified Party shall be given immediate access to the Leased Property (including, but not limited to, the right to enter upon, investigate, drill ▇w▇▇▇▇, take soil borings, excavate, monitor, test, cap and use available land for the testing of remedial technologies), Lessee’s employees, and to all relevant documents and records regarding the matter as to which a responsibility, liability or obligation is asserted or which is the subject of any Proceeding; provided that such access may he be conditioned or restricted as may be reasonably necessary to ensure compliance with law and the safety of personnel and facilities or to protect confidential or privileged information. All Indemnified Parties requesting such immediate access and cooperation shall endeavor to coordinate such efforts to result in as minimal interruption of the operation of the Leased Property as practicable. (f) The indemnification rights and obligations provided for in this Article 8 VIII shall be in addition to any indemnification rights and obligations provided for elsewhere in this Lease. (g) The indemnification rights and obligations provided for in this Article 8 VIII shall survive the termination of this Lease. For purposes of this Section 8.3, all amounts for which any Indemnified Party seeks indemnification shall be computed net of (a) any actual income tax benefit resulting therefrom to such Indemnified Party, (b) any insurance proceeds received (net of tax effects) with respect thereto, and (c) any amounts recovered (net of tax effects) from any third parties based on claims the Indemnified Party has against such third parties which reduce the damages that would otherwise be sustained; provided that in all cases, the timing of the receipt or realization of insurance proceeds or income tax benefits or recoveries from third parties shall be taken into account in determining the amount of reduction of damages. Each Indemnified Party agrees to use its reasonable efforts to pursue, or assign to Lessee or Lessor, as the case may be, any claims or rights it may have against any third party that which would materially reduce the amount of damages otherwise incurred by such Indemnified Party. Notwithstanding anything to the contrary contained in this Lease, if Lessor shall become entitled to the possession of the Leased Property by virtue of the termination of the Lease or repossession of the Leased Property, then Lessor may assign its indemnification rights under this Section 8.3 of this Lease (but not any other rights under this Section 8.3hereunder) to any Person to whom Lessor subsequently transfers the Leased Property, subject to the following conditions and limitations, each of which shall be deemed to be incorporated into the terms of such assignment, whether or not specifically referred to therein: (i1) The indemnification rights referred to in this section Section may be assigned only if a known Environmental Liability then exists or if a Proceeding is then pending or, to the knowledge of Lessee or Lessor, then threatened with respect to the Leased Property; (ii2) Such indemnification rights shall be limited to Environmental Liabilities relating to or specifically affecting the Leased Property; and (iii3) Any assignment of such indemnification rights shall be limited to the immediate transferee of Lessor, and shall not extend to any such transferee’s successors or assigns.

Environmental Covenants. Lessor and Lessee (in addition to, and not in diminution of, Lessee’s covenants and undertakings in Sections 8.1 and 8.2 hereof) additionally covenant and agree as follows: (a) At all times hereafter until the later of (i) such time as all liabilities, duties or obligations of Lessee to Lessor under the Lease have been satisfied in full and (ii) such time as Lessee completely vacates the Leased Property and surrenders possession of the same to Lessor, Lessee shall fully comply with all Environmental Laws applicable to the Leased Property and the operations thereon. Lessee agrees to give Lessor prompt Notice of (1) all Environmental Liabilities; (2) all pending, threatened or anticipated Proceedings, and all notices, demands, requests or investigations, relating to any Environmental Liability or relating to the issuance, revocation or change in any Environmental Authorization required for operation of the Leased Property; (3) all Releases at, on, in, under or in any way affecting the Leased Property, or any Release known by Lessee at, on, in or under any property adjacent to the Leased Property; and (4) all facts, events or conditions that could reasonably lead to the occurrence of any of the above-referenced matters. (b) Lessor hereby agrees to defend, indemnify and save harmless any and all Lessee Indemnified Parties from and against any and all Environmental Liabilities other than (i) Environmental Liabilities resulting from conditions disclosed in any environmental audit obtained by Lessor and provided to Lessee prior to the execution of this Lease (the “Environmental Audit”), and (ii) Environmental Liabilities which were caused by the acts or grossly negligent failures to act of Lessee. (c) Lessee hereby agrees to defend, indemnify and save harmless any and all Lessor Indemnified Parties from and against any and all Environmental Liabilities which were (i) resulting from conditions disclosed in the Environmental Audit, and (ii) caused by the acts or grossly negligent failures to act of Lessee. (d) If any Proceeding is brought against any Indemnified Party in respect of an Environmental Liability with respect to which such Indemnified Party may claim indemnification under either Subsection 8.3(b) or (c), the Indemnifying Party, upon request, shall at its sole expense resist and defend such Proceeding, or cause the same to be resisted and defended by counsel designated by the Indemnified Party and approved by the Indemnifying Party, which approval shall not be unreasonably withheld or delayed; provided, however, that such approval shall not be required in the case of defense by counsel designated by any insurance company undertaking such defense pursuant to any applicable policy of insurance. Each Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel will be at the sole expense of such Indemnified Party unless such counsel has been approved by the Indemnifying Party, which approval shall not be unreasonably withheld or delayed. The Indemnifying Party shall not be liable for any settlement of any such Proceeding made without its consent, which shall not be unreasonably withheld or delayed, but if settled with the consent of the Indemnifying Party, or if settled without its consent (if its consent shall be unreasonably withheld or delayed), or if there be a final, nonappealable judgment for an adversary party in any such Proceeding, the Indemnifying Party shall indemnify and hold harmless the Indemnified Parties from and against any liabilities and loss incurred by such Indemnified Parties by reason of such settlement or judgment. (e) At any time any Indemnified Party has reason to believe circumstances exist which could reasonably result in an Environmental Liability, upon reasonable prior Notice to Lessee and Manager stating such Indemnified Party’s basis for such belief, an Indemnified Party shall be given immediate access to the Leased Property (including, but not limited to, the right to enter upon, investigate, drill ▇▇▇▇▇, take soil borings, excavate, monitor, test, cap and use available land for the testing of remedial technologies), Lessee’s employees, and to all relevant documents and records regarding the matter as to which a responsibility, liability or obligation is asserted or which is the subject of any Proceeding; provided that such access may he conditioned or restricted as may be reasonably necessary to ensure compliance with law and the safety of personnel and facilities or to protect confidential or privileged information. All Indemnified Parties requesting such immediate access and cooperation shall endeavor to coordinate such efforts to result in as minimal interruption of the operation of the Leased Property as practicable. (f) The indemnification rights and obligations provided for in this Article 8 shall be in addition to any indemnification rights and obligations provided for elsewhere in this Lease. (g) The indemnification rights and obligations provided for in this Article 8 shall survive the termination of this Lease. For purposes of this Section 8.3, all amounts for which any Indemnified Party seeks indemnification shall be computed net of (a) any actual income tax benefit resulting therefrom to such Indemnified Party, (b) any insurance proceeds received (net of tax effects) with respect thereto, and (c) any amounts recovered (net of tax effects) from any third parties based on claims the Indemnified Party has against such third parties which reduce the damages that would otherwise be sustained; provided that in all cases, the timing of the receipt or realization of insurance proceeds or income tax benefits or recoveries from third parties shall be taken into account in determining the amount of reduction of damages. Each Indemnified Party agrees to use its reasonable efforts to pursue, or assign to Lessee or Lessor, as the case may be, any claims or rights it may have against any third party that would materially reduce the amount of damages otherwise incurred by such Indemnified Party. Notwithstanding anything to the contrary contained in this Lease, if Lessor shall become entitled to the possession of the Leased Property by virtue of the termination of the Lease or repossession of the Leased Property, then Lessor may assign its indemnification rights under this Section 8.3 (but not any other rights under this Section 8.3) to any Person to whom Lessor subsequently transfers the Leased Property, subject to the following conditions and limitations, each of which shall be deemed to be incorporated into the terms of such assignment, whether or not specifically referred to therein: (i) The indemnification rights referred to in this section may be assigned only if a known Environmental Liability then exists or if a Proceeding is then pending or, to the knowledge of Lessee or Lessor, then threatened with respect to the Leased Property; (ii) Such indemnification rights shall be limited to Environmental Liabilities relating to or specifically affecting the Leased Property; and (iii) Any assignment of such indemnification rights shall be limited to the immediate transferee of Lessor, and shall not extend to any such transferee’s successors or assigns.

Environmental Covenants. Lessor and Lessee (in addition to, and not in diminution of, Lessee’s covenants and undertakings in Sections 8.1 and 8.2 hereof) covenant and agree as follows: (a) At all times hereafter until the later of (i) such time as all liabilities, duties or obligations of Lessee to the Lessor under the Lease have been satisfied in full and (ii) such time as Lessee completely vacates the Leased Property and surrenders possession of the same to Lessor, Lessee shall fully comply with all Environmental Laws applicable to the Leased Property and the operations thereon. Lessee agrees to give Lessor prompt Notice written notice of (1) all Environmental Liabilities; (2) all pending, threatened or anticipated Proceedings, and all notices, demands, requests or investigations, relating to any Environmental Liability or relating to the issuance, revocation or change in any Environmental Authorization required for operation of the Leased Property; (3) all Releases at, on, in, under or in any way affecting the Leased Property, or any Release known by Lessee at, on, in or under any property adjacent to the Leased Property; and (4) all facts, events or conditions that could reasonably lead to the occurrence of any of the above-referenced matters. (b) Lessor hereby agrees to defend, indemnify and save harmless any and all Lessee Indemnified Parties from and against any and all Environmental Liabilities other than (i) Environmental Liabilities resulting from conditions disclosed in any environmental audit obtained by Lessor and provided to Lessee prior to the execution of this Lease (the “Environmental Audit”), and (ii) Environmental Liabilities which were caused by the acts or grossly negligent failures to act of Lessee. (c) Lessee hereby agrees to defend, indemnify and save harmless any and all Lessor Indemnified Parties from and against any and all Environmental Liabilities which were (i) resulting from conditions disclosed in the Environmental Audit, and (ii) caused by the acts or grossly negligent failures to act of Lessee. (d) If any Proceeding is brought against any Indemnified Party in respect of an Environmental Liability with respect to which such Indemnified Party may claim indemnification under either Subsection Section 8.3(b) or (c8.3(c), the Indemnifying Party, upon request, shall at its sole expense resist and defend such Proceeding, or cause the same to be resisted and defended by counsel designated by the Indemnified Party and approved by the Indemnifying Party, which approval shall not be unreasonably withheld or delayedwithheld; provided, however, that such approval shall not be required in the case of defense by counsel designated by any insurance company undertaking such defense pursuant to any applicable policy of insurance. Each Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel will be at the sole expense of such Indemnified Party unless such counsel has been approved by the Indemnifying Party, which approval shall not be unreasonably withheld or delayedwithheld. The Indemnifying Party shall not be liable for any settlement of any such Proceeding made without its consent, which shall not be unreasonably withheld or delayedwithheld, but if settled with the consent of the Indemnifying Party, or if settled without its consent (if its consent shall be unreasonably withheld or delayedwithheld), or if there be a final, nonappealable judgment for an adversary party in any such Proceeding, the Indemnifying Party shall indemnify and hold harmless the Indemnified Parties from and against any liabilities and loss incurred by such Indemnified Parties by reason of such settlement or judgment. (e) At any time any Indemnified Party has reason to believe circumstances exist which could reasonably result in an Environmental Liability, upon reasonable prior Notice written notice to Lessee and Manager stating such Indemnified Party’s basis for such belief, an Indemnified Party shall be given immediate access to the Leased Property (including, but not limited to, the right to enter upon, investigate, drill ▇▇▇▇▇, take soil borings, excavate, monitor, test, cap and use available land for the testing of remedial technologies), Lessee’s employees, and to all relevant documents and records regarding the matter as to which a responsibility, liability or obligation is asserted or which is the subject of any Proceeding; provided that such access may he be conditioned or restricted as may be reasonably necessary to ensure compliance with law and the safety of personnel and facilities or to protect confidential or privileged information. All Indemnified Parties requesting such immediate access and cooperation shall endeavor to coordinate such efforts to result in as minimal interruption of the operation of the Leased Property as practicable. (f) The indemnification rights and obligations provided for in this Article 8 VIII shall be in addition to any indemnification rights and obligations provided for elsewhere in this Lease. (g) The indemnification rights and obligations provided for in this Article 8 VIII shall survive the termination of this LeaseAgreement. For purposes of this Section 8.3, all amounts for which any Indemnified Party seeks indemnification shall be computed net of (a) any actual income tax benefit resulting therefrom to such Indemnified Party, (b) any insurance proceeds received (net of tax effects) with respect thereto, and (c) any amounts recovered (net of tax effects) from any third parties based on claims the Indemnified Party has against such third parties which reduce the damages that would otherwise be sustained; provided that in all cases, the timing of the receipt or realization of insurance proceeds or income tax benefits or recoveries from third parties shall be taken into account in determining the amount of reduction of damages. Each Indemnified Party agrees to use its reasonable efforts to pursue, or assign to Lessee or Lessor, as the case may be, any claims or rights it may have against any third party that which would materially reduce the amount of damages otherwise incurred by such Indemnified Party. Notwithstanding anything to the contrary contained in this LeaseAgreement, if Lessor shall become entitled to the possession of the Leased Property by virtue of the termination of the Lease or repossession of the Leased Property, then Lessor may assign its indemnification rights under this Section 8.3 of this Agreement (but not any other rights under this Section 8.3hereunder) to any Person to whom the Lessor subsequently transfers the Leased Property, subject to the following conditions and limitations, each of which shall be deemed to be incorporated into the terms of such assignment, whether or not specifically referred to therein: (i1) The indemnification rights referred to in this section may be assigned only if a known Environmental Liability then exists or if a Proceeding is then pending or, to the knowledge of Lessee or Lessor, then threatened with respect to the Leased Property;. (ii2) Such indemnification rights shall be limited to Environmental Liabilities relating to or specifically affecting the Leased Property; and (iii3) Any assignment of such indemnification rights shall be limited to the immediate transferee of Lessor, and shall not extend to any such transfereetransferree’s successors or assigns.

Environmental Covenants. Lessor and Lessee (in addition to, and not in diminution of, Lessee’s covenants and undertakings in Sections 8.1 and 8.2 hereof) covenant and agree as follows: (a) At all times hereafter until the later of Borrower covenants and agrees that: (i) such time as all liabilities, duties uses and operations on or obligations of Lessee to Lessor under the Lease have been satisfied in full and (ii) such time as Lessee completely vacates the Leased Property and surrenders possession of the same to LessorProperty, Lessee whether by Borrower, Master Tenant or any other Person, shall fully comply be in compliance with all Environmental Laws applicable and permits issued pursuant thereto; (ii) there shall be no Releases of Hazardous Substances in, on, under or from the Property; (iii) there shall be no Hazardous Substances in, on, or under the Property, except those that are (A) in compliance with all Environmental Laws and with permits issued pursuant thereto (to the Leased extent such permits are required by Environmental Law), and (B) commercially reasonable amounts necessary to operate and maintain the Property for the purposes set forth in the Loan Agreement which will not result in an environmental condition in, on or under the Property and the operations thereon. Lessee agrees which are otherwise permitted under (if required to give Lessor prompt Notice of (1be so permitted) all and used in compliance with Environmental LiabilitiesLaw; (2iv) all pending, threatened or anticipated ProceedingsBorrower shall, and shall cause Master Tenant to, keep the Property free and clear of all notices, demands, requests or investigations, relating liens and other encumbrances imposed pursuant to any Environmental Liability Law, whether due to any act or relating to the issuanceomission of Borrower, revocation or change in any Environmental Authorization required for operation of the Leased Property; (3) all Releases at, on, in, under or in any way affecting the Leased Property, Master Tenant or any Release known by Lessee at, on, in or under any property adjacent to the Leased Property; and (4) all facts, events or conditions that could reasonably lead to the occurrence of any of the above-referenced matters. (b) Lessor hereby agrees to defend, indemnify and save harmless any and all Lessee Indemnified Parties from and against any and all Environmental Liabilities other than (i) Environmental Liabilities resulting from conditions disclosed in any environmental audit obtained by Lessor and provided to Lessee prior to the execution of this Lease Person (the “Environmental AuditLiens”), and provided that Borrower and/or Master Tenant may contest any Environmental Law in accordance with the provisions of Section 5.1.1 applicable to contests of Legal Requirements; (iiv) Environmental Liabilities which were caused by the acts or negligent failures to act of Lessee. (c) Lessee hereby agrees to defend, indemnify and save harmless any and all Lessor Indemnified Parties from and against any and all Environmental Liabilities which were (i) resulting from conditions disclosed in the Environmental AuditBorrower shall, and (ii) caused by the acts or negligent failures to act of Lessee. (d) If any Proceeding is brought against any Indemnified Party in respect of an Environmental Liability with respect to which such Indemnified Party may claim indemnification under either Subsection 8.3(b) or (c)shall cause Master Tenant to, the Indemnifying Party, upon request, shall at its or Master Tenant’s sole expense resist cost and defend such Proceedingexpense, fully and expeditiously cooperate in all activities pursuant to subsection (b) below, including providing all relevant information and making knowledgeable persons available for interviews; (vi) Borrower shall, and shall cause Master Tenant to, at its or cause Master Tenant’s sole cost and expense, perform any environmental site assessment or other investigation of environmental conditions in connection with the same to be resisted and defended by counsel designated by the Indemnified Party and approved by the Indemnifying PartyProperty, which approval shall not be unreasonably withheld or delayed; provided, however, that such approval shall not be required in the case of defense by counsel designated by any insurance company undertaking such defense pursuant to any applicable policy reasonable written request of insurance. Each Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel will be at the sole expense of such Indemnified Party unless such counsel has been approved by the Indemnifying Party, which approval shall not be unreasonably withheld or delayed. The Indemnifying Party shall not be liable for any settlement of any such Proceeding Lender made without its consent, which shall not be unreasonably withheld or delayed, but if settled with the consent of the Indemnifying Party, or if settled without its consent (if its consent shall be unreasonably withheld or delayed), or if there be a final, nonappealable judgment for an adversary party in any such Proceeding, the Indemnifying Party shall indemnify and hold harmless the Indemnified Parties from and against any liabilities and loss incurred by such Indemnified Parties by reason of such settlement or judgment. (e) At any time any Indemnified Party Lender has reason to believe circumstances exist which could reasonably result in that an Environmental Liabilityenvironmental hazard exists on the Property (including sampling, upon reasonable prior Notice to Lessee testing and Manager stating such analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas), and share with Lender the reports and other results thereof, and Lender and other Indemnified Party’s basis for such belief, an Indemnified Party Parties shall be given immediate access to the Leased Property (including, but not limited to, the right to enter upon, investigate, drill ▇▇▇▇▇, take soil borings, excavate, monitor, test, cap and use available land for the testing of remedial technologies), Lessee’s employees, and to all relevant documents and records regarding the matter as to which a responsibility, liability or obligation is asserted or which is the subject of any Proceeding; provided that such access may he conditioned or restricted as may be reasonably necessary to ensure compliance with law and the safety of personnel and facilities or to protect confidential or privileged information. All Indemnified Parties requesting such immediate access and cooperation shall endeavor to coordinate such efforts to result in as minimal interruption of the operation of the Leased Property as practicable. (f) The indemnification rights and obligations provided for in this Article 8 shall be in addition to any indemnification rights and obligations provided for elsewhere in this Lease. (g) The indemnification rights and obligations provided for in this Article 8 shall survive the termination of this Lease. For purposes of this Section 8.3, all amounts for which any Indemnified Party seeks indemnification shall be computed net of (a) any actual income tax benefit resulting therefrom to such Indemnified Party, (b) any insurance proceeds received (net of tax effects) with respect thereto, and (c) any amounts recovered (net of tax effects) from any third parties based on claims the Indemnified Party has against such third parties which reduce the damages that would otherwise be sustained; provided that in all cases, the timing of the receipt or realization of insurance proceeds or income tax benefits or recoveries from third parties shall be taken into account in determining the amount of reduction of damages. Each Indemnified Party agrees to use its reasonable efforts to pursue, or assign to Lessee or Lessor, as the case may be, any claims or rights it may have against any third party that would materially reduce the amount of damages otherwise incurred by such Indemnified Party. Notwithstanding anything to the contrary contained in this Lease, if Lessor shall become entitled to the possession of the Leased Property by virtue of the termination of the Lease or repossession of the Leased Property, then Lessor may assign its indemnification rights under this Section 8.3 (but not any rely on such reports and other rights under this Section 8.3) to any Person to whom Lessor subsequently transfers the Leased Property, subject to the following conditions and limitations, each of which shall be deemed to be incorporated into the terms of such assignment, whether or not specifically referred to therein: (i) The indemnification rights referred to in this section may be assigned only if a known Environmental Liability then exists or if a Proceeding is then pending or, to the knowledge of Lessee or Lessor, then threatened with respect to the Leased Propertyresults thereof; (ii) Such indemnification rights shall be limited to Environmental Liabilities relating to or specifically affecting the Leased Property; and (iii) Any assignment of such indemnification rights shall be limited to the immediate transferee of Lessor, and shall not extend to any such transferee’s successors or assigns.

Environmental Covenants. Lessor and Lessee (in addition to, and not in diminution of, Lessee’s Borrower covenants and undertakings in Sections 8.1 agrees with the Bank that, until the Obligations have been fully satisfied and 8.2 hereof) covenant paid and agree as followsthe Commitment has been terminated, the Borrower shall: (a) At Comply with, and shall cause its Subsidiaries, all times hereafter until operators, tenants, subtenants, licensees and occupants of the later Improvements to comply with all applicable Environmental Laws and shall obtain and comply with, and shall cause all operators, tenants, subtenants, licensees and occupants of the Improvements to obtain and comply with, all Environmental Permits. (b) Not cause or permit any change to be made in the present or intended use of the Improvements which would (i) such time as all liabilitiesviolate any applicable Environmental Law, duties or obligations of Lessee to Lessor under the Lease have been satisfied in full and (ii) such time as Lessee completely vacates constitute non-compliance with any Environmental Permit or (iii) materially increase the Leased Property and surrenders possession risk of a Release of any Hazardous Substance. (c) Promptly provide the same to Lessor, Lessee shall fully comply Bank with a copy of all Environmental Laws applicable to the Leased Property and the operations thereon. Lessee agrees to give Lessor prompt Notice of (1) all Environmental Liabilities; (2) all pending, threatened notifications which it gives or anticipated Proceedings, and all notices, demands, requests or investigations, relating receives with respect to any Environmental Liability past or relating to present Release or the issuance, revocation or change in threat of a Release of any Environmental Authorization required for operation of the Leased Property; (3) all Releases at, Hazardous Substance on, in, under at or in any way affecting from the Leased Property, improvements or any Release known by Lessee at, on, in or under any property adjacent to the Leased Property; and (4) all facts, events or conditions that could reasonably lead to the occurrence of any of the above-referenced matters. (b) Lessor hereby agrees to defend, indemnify and save harmless any and all Lessee Indemnified Parties from and against any and all Environmental Liabilities other than (i) Environmental Liabilities resulting from conditions disclosed in any environmental audit obtained by Lessor and provided to Lessee prior to the execution of this Lease (the “Environmental Audit”), and (ii) Environmental Liabilities which were caused by the acts or negligent failures to act of Lessee. (c) Lessee hereby agrees to defend, indemnify and save harmless any and all Lessor Indemnified Parties from and against any and all Environmental Liabilities which were (i) resulting from conditions disclosed in the Environmental Audit, and (ii) caused by the acts or negligent failures to act of LesseeImprovements. (d) If any Proceeding is brought against any Indemnified Party in respect of an Environmental Liability with respect Undertake and complete all investigations, studies, sampling and testing and all removal and other remedial actions required by law to which such Indemnified Party may claim indemnification under either Subsection 8.3(b) or (c)contain, the Indemnifying Party, upon request, shall at its sole expense resist remove and defend such Proceeding, or cause the same clean up all Hazardous Substances that are determined to be resisted and defended by counsel designated by the Indemnified Party and approved by the Indemnifying Party, which approval shall not be unreasonably withheld or delayed; provided, however, that such approval shall not be required in the case of defense by counsel designated by any insurance company undertaking such defense pursuant to any applicable policy of insurance. Each Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel will be present at the sole expense of such Indemnified Party unless such counsel has been approved by the Indemnifying Party, which approval shall not be unreasonably withheld or delayed. The Indemnifying Party shall not be liable for any settlement of any such Proceeding made without its consent, which shall not be unreasonably withheld or delayed, but if settled Improvements in accordance with the consent of the Indemnifying Party, or if settled without its consent (if its consent shall be unreasonably withheld or delayed), or if there be a final, nonappealable judgment for an adversary party in any such Proceeding, the Indemnifying Party shall indemnify all applicable Environmental Laws and hold harmless the Indemnified Parties from and against any liabilities and loss incurred by such Indemnified Parties by reason of such settlement or judgmentall Environmental Permits. (e) At any time any Indemnified Party has reason to believe circumstances exist which could reasonably result in an Environmental Liabilityall times upon prior notice, upon reasonable prior Notice to Lessee allow the Bank and Manager stating such Indemnified Party’s basis for such beliefits officers, an Indemnified Party shall be given immediate employees, agents, representatives, contractors and subcontractors access to the Leased Property (Improvements for the purposes of ascertaining site conditions, including, but not limited to, the right to enter upon, investigate, drill ▇▇▇▇▇, take soil borings, excavate, monitor, test, cap and use available land for the testing of remedial technologies), Lessee’s employees, and to all relevant documents and records regarding the matter as to which a responsibility, liability or obligation is asserted or which is the subject of any Proceeding; provided that such access may he conditioned or restricted as may be reasonably necessary to ensure compliance with law and the safety of personnel and facilities or to protect confidential or privileged information. All Indemnified Parties requesting such immediate access and cooperation shall endeavor to coordinate such efforts to result in as minimal interruption of the operation of the Leased Property as practicablesubsurface conditions. (f) The indemnification rights Deliver promptly to the Bank: (i) copies of any documents received from the United States Environmental Protection Agency, or any state, county or municipal environmental or health agency concerning a Borrower's or its Subsidiaries' operations or the Improvements; and obligations provided for in this Article 8 shall be in addition (ii) copies of any documents submitted by Borrower or its Subsidiaries to the United States Environmental Protection Agency or any indemnification rights and obligations provided for elsewhere in this Leasestate, county or municipal environmental or health agency concerning its operations or the Improvements. (g) The indemnification rights and obligations provided for in this Article 8 shall survive If at any time the termination of this Lease. For purposes of this Section 8.3, all amounts for Bank obtains any reasonable evidence or information which any Indemnified Party seeks indemnification shall be computed net of (a) any actual income tax benefit resulting therefrom to such Indemnified Party, (b) any insurance proceeds received (net of tax effects) with respect thereto, and (c) any amounts recovered (net of tax effects) from any third parties based on claims suggests that a material potential environmental problem may exist at the Indemnified Party has against such third parties which reduce the damages that would otherwise be sustained; provided that in all casesimprovements, the timing of the receipt Bank may require that a kill or realization of insurance proceeds or income tax benefits or recoveries from third parties shall be taken into account in determining the amount of reduction of damages. Each Indemnified Party agrees to use its reasonable efforts to pursue, or assign to Lessee or Lessor, as the case may be, any claims or rights it may have against any third party that would materially reduce the amount of damages otherwise incurred by such Indemnified Party. Notwithstanding anything to the contrary contained in this Lease, if Lessor shall become entitled to the possession of the Leased Property by virtue of the termination of the Lease or repossession of the Leased Property, then Lessor may assign its indemnification rights under this Section 8.3 (but not any other rights under this Section 8.3) to any Person to whom Lessor subsequently transfers the Leased Property, subject to the following conditions supplemental environmental inspection and limitations, each of which shall be deemed to be incorporated into the terms of such assignment, whether or not specifically referred to therein: (i) The indemnification rights referred to in this section may be assigned only if a known Environmental Liability then exists or if a Proceeding is then pending or, to the knowledge of Lessee or Lessor, then threatened audit report with respect to the Leased Property; (ii) Improvements of a scope and level of detail satisfactory to the Bank be prepared by an environmental engineer or other qualified person acceptable to the Bank at the Borrower's expense. Such indemnification rights shall be limited to Environmental Liabilities relating audit may include a physical inspection of the Improvements, a visual inspection of any property adjacent to or specifically affecting within the Leased Property; and (iii) Any assignment immediate vicinity of the Improvements, personnel interviews and a review of all Environmental Permits. If the Bank requires, such indemnification rights inspection shall be limited also include a records search and/or subsurface testing for the presence of Hazardous Substances in the soil, subsoil, bedrock, surface water and/or groundwater. If such audit report indicates the presence of any Hazardous Substance or a Release or the threat of a Release of any Hazardous Substance on, at or from the Improvements, the Borrower and its Subsidiaries shall promptly undertake and diligently pursue to completion all necessary, appropriate and legally authorized investigative, containment, removal, clean up and other remedial actions, using methods recommended by the engineer or other person who prepared said audit report and acceptable to the immediate transferee of Lessorappropriate federal, state and shall not extend to any such transferee’s successors local agencies or assignsauthorities.

Environmental Covenants. Lessor and Lessee (in addition to, and not in diminution of, Lessee’s Borrower covenants and undertakings in Sections 8.1 agrees with the Lender that, until the Obligations have been fully satisfied and 8.2 hereof) covenant paid and agree as followsthe Commitment has been terminated, the Borrower shall: (a) At Comply with, and shall cause all times hereafter until operators, tenants, subtenants, licensees and occupants of the later Improvements to comply with all applicable Environmental Laws and shall obtain and comply with, and shall cause all operators, tenants, subtenants, licensees and occupants of the Improvements to obtain and comply with, all Environmental Permits. (b) Not cause or permit any change to be made in the present or intended use of the Improvements which would (i) such time as all liabilitiesviolate any applicable Environmental Law, duties or obligations of Lessee to Lessor under the Lease have been satisfied in full and (ii) such time as Lessee completely vacates constitute non-compliance with any Environmental Permit or (iii) materially increase the Leased Property and surrenders possession risk of a Release of any Hazardous Substance. (c) Promptly provide the same to Lessor, Lessee shall fully comply Lender with a copy of all Environmental Laws applicable to the Leased Property and the operations thereon. Lessee agrees to give Lessor prompt Notice of (1) all Environmental Liabilities; (2) all pending, threatened notifications which it gives or anticipated Proceedings, and all notices, demands, requests or investigations, relating receives with respect to any Environmental Liability past or relating to present Release or the issuance, revocation or change in threat of a Release of any Environmental Authorization required for operation of the Leased Property; (3) all Releases at, Hazardous Substance on, in, under at or in any way affecting from the Leased Property, improvements or any Release known by Lessee at, on, in or under any property adjacent to the Leased Property; and (4) all facts, events or conditions that could reasonably lead to the occurrence of any of the above-referenced matters. (b) Lessor hereby agrees to defend, indemnify and save harmless any and all Lessee Indemnified Parties from and against any and all Environmental Liabilities other than (i) Environmental Liabilities resulting from conditions disclosed in any environmental audit obtained by Lessor and provided to Lessee prior to the execution of this Lease (the “Environmental Audit”), and (ii) Environmental Liabilities which were caused by the acts or negligent failures to act of Lessee. (c) Lessee hereby agrees to defend, indemnify and save harmless any and all Lessor Indemnified Parties from and against any and all Environmental Liabilities which were (i) resulting from conditions disclosed in the Environmental Audit, and (ii) caused by the acts or negligent failures to act of LesseeImprovements. (d) If any Proceeding is brought against any Indemnified Party in respect of an Environmental Liability with respect Undertake and complete all investigations, studies, sampling and testing and all removal and other remedial actions required by law to which such Indemnified Party may claim indemnification under either Subsection 8.3(b) or (c)contain, the Indemnifying Party, upon request, shall at its sole expense resist remove and defend such Proceeding, or cause the same clean up all Hazardous Substances that are determined to be resisted and defended by counsel designated by the Indemnified Party and approved by the Indemnifying Party, which approval shall not be unreasonably withheld or delayed; provided, however, that such approval shall not be required in the case of defense by counsel designated by any insurance company undertaking such defense pursuant to any applicable policy of insurance. Each Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel will be present at the sole expense of such Indemnified Party unless such counsel has been approved by the Indemnifying Party, which approval shall not be unreasonably withheld or delayed. The Indemnifying Party shall not be liable for any settlement of any such Proceeding made without its consent, which shall not be unreasonably withheld or delayed, but if settled Improvements in accordance with the consent of the Indemnifying Party, or if settled without its consent (if its consent shall be unreasonably withheld or delayed), or if there be a final, nonappealable judgment for an adversary party in any such Proceeding, the Indemnifying Party shall indemnify all applicable Environmental Laws and hold harmless the Indemnified Parties from and against any liabilities and loss incurred by such Indemnified Parties by reason of such settlement or judgmentall Environmental Permits. (e) At any time any Indemnified Party has reason to believe circumstances exist which could reasonably result in an Environmental Liabilityall times upon prior notice, upon reasonable prior Notice to Lessee allow the Lender and Manager stating such Indemnified Party’s basis for such beliefits officers, an Indemnified Party shall be given immediate employees, agents, representatives, contractors and subcontractors access to the Leased Property (Improvements for the purposes of ascertaining site conditions, including, but not limited to, the right to enter upon, investigate, drill ▇▇▇▇▇, take soil borings, excavate, monitor, test, cap and use available land for the testing of remedial technologies), Lessee’s employees, and to all relevant documents and records regarding the matter as to which a responsibility, liability or obligation is asserted or which is the subject of any Proceeding; provided that such access may he conditioned or restricted as may be reasonably necessary to ensure compliance with law and the safety of personnel and facilities or to protect confidential or privileged information. All Indemnified Parties requesting such immediate access and cooperation shall endeavor to coordinate such efforts to result in as minimal interruption of the operation of the Leased Property as practicablesubsurface conditions. (f) The indemnification rights Deliver promptly to the Lender: (i) copies of any documents received from the United States Environmental Protection Agency, or any state, county or municipal environmental or health agency concerning a Credit Parties’ operations or the Improvements; and obligations provided for in this Article 8 shall be in addition (ii) copies of any documents submitted by any of the Credit Parties to the United States Environmental Protection Agency or any indemnification rights and obligations provided for elsewhere in this Leasestate, county or municipal environmental or health agency concerning its operations or the Improvements. (g) The indemnification rights and obligations provided for in this Article 8 shall survive If at any time the termination of this Lease. For purposes of this Section 8.3, all amounts for Lender obtains any reasonable evidence or information which any Indemnified Party seeks indemnification shall be computed net of (a) any actual income tax benefit resulting therefrom to such Indemnified Party, (b) any insurance proceeds received (net of tax effects) with respect thereto, and (c) any amounts recovered (net of tax effects) from any third parties based on claims suggests that a material potential environmental problem may exist at the Indemnified Party has against such third parties which reduce the damages that would otherwise be sustained; provided that in all casesimprovements, the timing of the receipt Lender may require that a kill or realization of insurance proceeds or income tax benefits or recoveries from third parties shall be taken into account in determining the amount of reduction of damages. Each Indemnified Party agrees to use its reasonable efforts to pursue, or assign to Lessee or Lessor, as the case may be, any claims or rights it may have against any third party that would materially reduce the amount of damages otherwise incurred by such Indemnified Party. Notwithstanding anything to the contrary contained in this Lease, if Lessor shall become entitled to the possession of the Leased Property by virtue of the termination of the Lease or repossession of the Leased Property, then Lessor may assign its indemnification rights under this Section 8.3 (but not any other rights under this Section 8.3) to any Person to whom Lessor subsequently transfers the Leased Property, subject to the following conditions supplemental environmental inspection and limitations, each of which shall be deemed to be incorporated into the terms of such assignment, whether or not specifically referred to therein: (i) The indemnification rights referred to in this section may be assigned only if a known Environmental Liability then exists or if a Proceeding is then pending or, to the knowledge of Lessee or Lessor, then threatened audit report with respect to the Leased Property; (ii) Improvements of a scope and level of detail satisfactory to the Lender be prepared by an environmental engineer or other qualified person acceptable to the Lender at the Borrower’s expense. Such indemnification rights shall be limited to Environmental Liabilities relating audit may include a physical inspection of the Improvements, a visual inspection of any property adjacent to or specifically affecting within the Leased Property; and (iii) Any assignment immediate vicinity of the Improvements, personnel interviews and a review of all Environmental Permits. If the Lender requires, such indemnification rights inspection shall be limited also include a records search and/or subsurface testing for the presence of Hazardous Substances in the soil, subsoil, bedrock, surface water and/or groundwater. If such audit report indicates the presence of any Hazardous Substance or a Release or the threat of a Release of any Hazardous Substance on, at or from the Improvements, the Credit Parties shall promptly undertake and diligently pursue to completion all necessary, appropriate and legally authorized investigative, containment, removal, clean up and other remedial actions, using methods recommended by the engineer or other person who prepared said audit report and acceptable to the immediate transferee of Lessorappropriate federal, state and shall not extend to any such transferee’s successors local agencies or assignsauthorities.

Environmental Covenants. Lessor and Lessee (in addition to, and not in diminution of, Lessee’s covenants and undertakings in Sections 8.1 and 8.2 hereof) covenant and agree as follows: (a) At all times hereafter until Holdings and each Borrower will, and will cause each of their Subsidiaries to (and Holdings and its Subsidiaries will exercise commercially reasonable efforts to cause their lessees and other Persons occupying any of the later properties owned or leased by any of them to): (i) such time as use and operate all liabilitiesof its properties in compliance with all Environmental Laws, duties keep all permits, approvals, certificates, licenses and other authorizations relating to environmental matters in effect and remain in compliance therewith, and handle all Hazardous Materials in compliance with all applicable Environmental Laws, except where the failure to do any of the foregoing, either individually or obligations of Lessee in the aggregate, could not reasonably be expected to Lessor under the Lease have been satisfied in full and a Material Adverse Effect; (ii) take all such time actions as Lessee completely vacates are necessary and appropriate so that no liability with respect to the Leased Property and surrenders possession of the same to Lessor, Lessee shall fully comply with all Environmental Laws applicable may arise which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect; (iii) promptly notify the Leased Property Administrative Agent and the operations thereon. Lessee agrees to give Lessor prompt Notice provide copies upon receipt of (1) all Environmental Liabilities; (2) all pendingwritten claims, threatened complaints, notices or anticipated Proceedings, and all notices, demands, requests or investigations, relating to any Environmental Liability or inquiries relating to the issuancecondition of its facilities and properties regarding compliance with, revocation or change liability pursuant to, Environmental Laws, and shall cure and have dismissed with prejudice to the reasonable satisfaction of the Administrative Agent any actions and proceedings regarding compliance with, or liability pursuant to, Environmental Laws which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect; (iv) promptly notify the Administrative Agent of any Releases as to which any Loan Party has knowledge at, on or under such properties which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, and promptly remediate all such Releases in accordance with applicable Environmental Laws; and (v) provide such information and certifications which the Administrative Agent may reasonably request from time to time to evidence compliance with this Section. (b) Prior to acquiring any ownership interest in any Real Property Asset that could give rise to any of Holdings, the Borrowers or any of their Subsidiaries being found an owner, operator or otherwise subject to potential material liability under any Environmental Authorization required for operation Law the Borrowers will (i) obtain a written report by a reputable independent environmental consultant reasonably acceptable to the Administrative Agent (an “Environmental Consultant”) as to its assessment of the Leased Property; (3) all Releases at, presence or potential presence of significant levels of any Hazardous Material on, in, under or in any way affecting the Leased Propertyabout such property, or any Release known by Lessee at, on, in or under any property adjacent to the Leased Property; and (4) all facts, events or of other conditions that could reasonably lead give rise to a potentially significant liability to any of Holdings, the occurrence Borrowers and their Subsidiaries under violations of any Environmental Law relating to such transaction, and notify the Administrative Agent of the above-referenced matters. (b) Lessor hereby agrees to defend, indemnify and save harmless any and all Lessee Indemnified Parties from and against any and all Environmental Liabilities other than (i) Environmental Liabilities resulting from conditions disclosed in any environmental audit obtained by Lessor and provided to Lessee prior to the execution of this Lease (the “Environmental Audit”)such potential transaction, and (ii) Environmental Liabilities which were caused if requested by the acts Administrative Agent after learning of such potential transaction, provide such report to the Administrative Agent and afford the Administrative Agent a reasonable opportunity to review and, if requested by the Administrative Agent, discuss such report with the Environmental Consultant who prepared it and a knowledgeable representative of the Borrowers. The Administrative Agent shall have the right, but shall not have any duty, to obtain, review, or negligent failures to act of Lesseediscuss any such report. (c) Lessee hereby agrees to defend, indemnify and save harmless any and all Lessor Indemnified Parties from and against any and all Environmental Liabilities which were (i) resulting from conditions disclosed in the Environmental Audit, and (ii) caused by the acts or negligent failures to act of Lessee. (d) If any Proceeding is brought against any Indemnified Loan Party in respect materially breaches the terms of an Environmental Liability this Agreement with respect to which such Indemnified Party may claim indemnification under either Subsection 8.3(b) environmental matters or (c)there has occurred and there is continuing any Event of Default, promptly following a request therefor by the Administrative Agent to AMRC, the Indemnifying Party, upon request, shall at its sole expense resist and defend such Proceeding, or cause the same to be resisted and defended by counsel designated Borrowers will permit an environmental consultant selected by the Indemnified Party Administrative Agent and approved by the Indemnifying Party, Borrowers (which approval consent shall not be unreasonably withheld or delayed; provided) to perform an environmental assessment on all Real Property Assets (including, howeverwithout limitation, that such approval shall not be required reviewing documents, interviewing knowledgeable persons, and sampling and analyzing soil, air, surface water, groundwater, and/or other media in the case of defense by counsel designated or about property owned or leased by any insurance company undertaking such defense pursuant of Holdings, the Borrowers or any of their Subsidiaries, or on which operations of the Borrowers or any of their Subsidiaries otherwise take place). Such environmental assessment shall be in form, scope, and substance reasonably satisfactory to any applicable policy the Administrative Agent, subject to the approval of insurance. Each Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel will be at the sole expense of such Indemnified Party unless such counsel has been approved by the Indemnifying Party, which approval shall not be unreasonably withheld or delayed. The Indemnifying Party shall not be liable for any settlement of any such Proceeding made without its consentBorrowers, which shall not be unreasonably withheld or delayed. Holdings, but if settled with each Borrower and each of their Subsidiaries shall cooperate fully in the consent of the Indemnifying Party, or if settled without its consent (if its consent shall be unreasonably withheld or delayed), or if there be a final, nonappealable judgment for an adversary party in any such Proceeding, the Indemnifying Party shall indemnify and hold harmless the Indemnified Parties from and against any liabilities and loss incurred by such Indemnified Parties by reason conduct of such settlement or judgment. (e) At any time any Indemnified Party has reason to believe circumstances exist which could reasonably result in an Environmental Liabilityenvironmental assessment, upon and shall pay the reasonable prior Notice to Lessee and Manager stating costs of such Indemnified Party’s basis for such belief, an Indemnified Party environmental assessment promptly following written demand therefore by the Administrative Agent. The Administrative Agent shall be given immediate access to have the Leased Property (includingright, but not limited to, the right to enter upon, investigate, drill ▇▇▇▇▇, take soil borings, excavate, monitor, test, cap and use available land for the testing of remedial technologies), Lessee’s employees, and to all relevant documents and records regarding the matter as to which a responsibility, liability or obligation is asserted or which is the subject of any Proceeding; provided that such access may he conditioned or restricted as may be reasonably necessary to ensure compliance with law and the safety of personnel and facilities or to protect confidential or privileged information. All Indemnified Parties requesting such immediate access and cooperation shall endeavor to coordinate such efforts to result in as minimal interruption of the operation of the Leased Property as practicable. (f) The indemnification rights and obligations provided for in this Article 8 shall be in addition to any indemnification rights and obligations provided for elsewhere in this Lease. (g) The indemnification rights and obligations provided for in this Article 8 shall survive the termination of this Lease. For purposes of this Section 8.3, all amounts for which any Indemnified Party seeks indemnification shall be computed net of (a) any actual income tax benefit resulting therefrom to such Indemnified Party, (b) any insurance proceeds received (net of tax effects) with respect thereto, and (c) any amounts recovered (net of tax effects) from any third parties based on claims the Indemnified Party has against such third parties which reduce the damages that would otherwise be sustained; provided that in all cases, the timing of the receipt or realization of insurance proceeds or income tax benefits or recoveries from third parties shall be taken into account in determining the amount of reduction of damages. Each Indemnified Party agrees to use its reasonable efforts to pursue, or assign to Lessee or Lessor, as the case may be, any claims or rights it may have against any third party that would materially reduce the amount of damages otherwise incurred by such Indemnified Party. Notwithstanding anything to the contrary contained in this Lease, if Lessor shall become entitled to the possession of the Leased Property by virtue of the termination of the Lease or repossession of the Leased Property, then Lessor may assign its indemnification rights under this Section 8.3 (but not any other rights under this Section 8.3) to any Person to whom Lessor subsequently transfers the Leased Property, subject to the following conditions and limitations, each of which shall be deemed to be incorporated into the terms of such assignment, whether or not specifically referred to therein: (i) The indemnification rights referred to in this section may be assigned only if a known Environmental Liability then exists or if a Proceeding is then pending orduty, to the knowledge of Lessee or Lessor, then threatened with respect to the Leased Property; (ii) Such indemnification rights shall be limited to Environmental Liabilities relating to or specifically affecting the Leased Property; and (iii) Any assignment of obtain such indemnification rights shall be limited to the immediate transferee of Lessor, and shall not extend to any such transferee’s successors or assignsenvironmental report.

Environmental Covenants. Lessor and Lessee Borrower agrees that Borrower will (in addition to, and not in diminution of, Lessee’s covenants and undertakings in Sections 8.1 and 8.2 hereof1) covenant and agree as follows: (a) At all times hereafter until the later of (i) such time as all liabilities, duties or obligations of Lessee to Lessor under the Lease have been satisfied in full and (ii) such time as Lessee completely vacates the Leased Property and surrenders possession of the same to Lessor, Lessee shall fully comply with all Environmental Laws, including performing all Remedial Work required by Environmental Laws applicable and provide all information required to the Leased Property be delivered to Governmental Authorities, and the operations thereon. Lessee agrees cause each Tenant to give Lessor prompt Notice of (1) all Environmental Liabilities; comply with such Laws, (2) keep or cause to be kept the Property in compliance with all pendingEnvironmental Laws and free from Hazardous Materials, threatened except for the use and storage of immaterial amounts of Hazardous Materials at the Property if such use or anticipated Proceedingsstorage is in connection with the ordinary cleaning and maintenance of the Property so long as such use and storage is in compliance with all applicable Environmental Laws, (3) keep the Property free and all notices, demands, requests or investigations, relating clear of any Liens imposed pursuant to any Environmental Liability or relating to the issuanceLaw, revocation or change in any Environmental Authorization required for operation of the Leased Property; (3) all Releases at, on, in, under or in any way affecting the Leased Property, or any Release known by Lessee at, on, in or under any property adjacent to the Leased Property; and (4) all facts, events not permit or conditions that could reasonably lead to the occurrence suffer any Release in violation of any applicable Environmental Laws. If Borrower is aware that Remedial Work is required, whether as a result of the above-referenced matters. governmental inquiries, environmental audits or otherwise, Borrower shall, within thirty (b30) Lessor hereby agrees to defend, indemnify and save harmless days after obtaining such knowledge (or such shorter period of time as may be required under any and all Lessee Indemnified Parties from and against any and all applicable Environmental Liabilities other than (i) Environmental Liabilities resulting from conditions disclosed in any environmental audit obtained by Lessor and provided to Lessee prior to the execution of this Lease (the “Environmental Audit”Law), commence and (ii) Environmental Liabilities which were caused thereafter diligently prosecute to completion all such Remedial Work. If requested by the acts or negligent failures to act of Lessee. (c) Lessee hereby agrees to defendLender, indemnify and save harmless any and Borrower will insure that all Lessor Indemnified Parties from and against any and all Environmental Liabilities which were (i) resulting from conditions disclosed Remedial Work shall be performed by contractors approved in the Environmental Auditadvance by Lender, and (ii) caused under the supervision of a consulting engineer approved by Lender. All costs and expenses of such Remedial Work shall be paid by Borrower. In the acts or negligent failures event Borrower fails to act of Lessee. (d) If any Proceeding is brought against any Indemnified Party in respect of an Environmental Liability with respect timely prosecute to which completion such Indemnified Party may claim indemnification under either Subsection 8.3(b) or (c), the Indemnifying Party, upon request, shall at its sole expense resist and defend such ProceedingRemedial Work, or cause the same to be resisted and defended by counsel designated by the Indemnified Party and approved by the Indemnifying Partycontest its obligation to do so, which approval shall not be unreasonably withheld or delayed; providedLender may, however, that such approval but shall not be required in to, cause such Remedial Work to be performed, consistent with sound commercial practices designed to protect the case of defense by counsel designated by any insurance company undertaking such defense pursuant to any applicable policy of insurance. Each Indemnified Party shall have the right to employ separate counsel in any such Proceeding Lien hereby created, and to participate in the defense all costs and expenses thereof, but the fees and expenses of such counsel will be at the sole expense of such Indemnified Party unless such counsel has been approved by the Indemnifying Partyor incurred in connection therewith, which approval shall not be unreasonably withheld or delayed. The Indemnifying Party shall not be liable for any settlement of any such Proceeding made without its consent, which shall not be unreasonably withheld or delayed, but if settled with the consent become part of the Indemnifying Party, or if settled without its consent (if its consent shall be unreasonably withheld or delayed), or if there be a final, nonappealable judgment for an adversary party in any such Proceeding, the Indemnifying Party shall indemnify and hold harmless the Indemnified Parties from and against any liabilities and loss incurred by such Indemnified Parties by reason of such settlement or judgmentSecured Obligations. (e) At any time any Indemnified Party has reason to believe circumstances exist which could reasonably result in an Environmental Liability, upon reasonable prior Notice to Lessee and Manager stating such Indemnified Party’s basis for such belief, an Indemnified Party shall be given immediate access to the Leased Property (including, but not limited to, the right to enter upon, investigate, drill ▇▇▇▇▇, take soil borings, excavate, monitor, test, cap and use available land for the testing of remedial technologies), Lessee’s employees, and to all relevant documents and records regarding the matter as to which a responsibility, liability or obligation is asserted or which is the subject of any Proceeding; provided that such access may he conditioned or restricted as may be reasonably necessary to ensure compliance with law and the safety of personnel and facilities or to protect confidential or privileged information. All Indemnified Parties requesting such immediate access and cooperation shall endeavor to coordinate such efforts to result in as minimal interruption of the operation of the Leased Property as practicable. (f) The indemnification rights and obligations provided for in this Article 8 shall be in addition to any indemnification rights and obligations provided for elsewhere in this Lease. (g) The indemnification rights and obligations provided for in this Article 8 shall survive the termination of this Lease. For purposes of this Section 8.3, all amounts for which any Indemnified Party seeks indemnification shall be computed net of (a) any actual income tax benefit resulting therefrom to such Indemnified Party, (b) any insurance proceeds received (net of tax effects) with respect thereto, and (c) any amounts recovered (net of tax effects) from any third parties based on claims the Indemnified Party has against such third parties which reduce the damages that would otherwise be sustained; provided that in all cases, the timing of the receipt or realization of insurance proceeds or income tax benefits or recoveries from third parties shall be taken into account in determining the amount of reduction of damages. Each Indemnified Party agrees to use its reasonable efforts to pursue, or assign to Lessee or Lessor, as the case may be, any claims or rights it may have against any third party that would materially reduce the amount of damages otherwise incurred by such Indemnified Party. Notwithstanding anything to the contrary contained in this Lease, if Lessor shall become entitled to the possession of the Leased Property by virtue of the termination of the Lease or repossession of the Leased Property, then Lessor may assign its indemnification rights under this Section 8.3 (but not any other rights under this Section 8.3) to any Person to whom Lessor subsequently transfers the Leased Property, subject to the following conditions and limitations, each of which shall be deemed to be incorporated into the terms of such assignment, whether or not specifically referred to therein: (i) The indemnification rights referred to in this section may be assigned only if a known Environmental Liability then exists or if a Proceeding is then pending or, to the knowledge of Lessee or Lessor, then threatened with respect to the Leased Property; (ii) Such indemnification rights shall be limited to Environmental Liabilities relating to or specifically affecting the Leased Property; and (iii) Any assignment of such indemnification rights shall be limited to the immediate transferee of Lessor, and shall not extend to any such transferee’s successors or assigns.

Environmental Covenants. Lessor and Lessee (in addition to, and not in diminution of, Lessee’s Indemnitor covenants and undertakings in Sections 8.1 and 8.2 hereof) covenant and agree as followsthat: (a) At all times hereafter until uses and operations on or of the later Property by Property Owner or any Affiliate of Borrower or Property Owner shall be in compliance in all material respects with all applicable Environmental Laws; (b) Borrower shall cause Property Owner to use commercially reasonable efforts to ensure that uses and operations by all tenants or other users of the Property are in compliance in all material respects with all applicable Environmental Laws; (c) Borrower shall cause Property Owner use commercially reasonable efforts to ensure that there shall be no Releases of Hazardous Substances in, on, under or from the Property in violation of Environmental Law; (d) Borrower shall cause Property Owner to use commercially reasonable efforts to ensure that there shall be no Hazardous Substances in, on, or under the Property, except those that are (i) both (A) in compliance in all material respects with all applicable Environmental Laws and, if applicable, with permits issued pursuant thereto, and (B) fully disclosed to Lender in writing (including in the Environmental Reports provided to Lender ) or routinely used in the operation and maintenance of, or by tenants in, commercial properties similar to the Property, or (ii) not reasonably likely to result in a Material Adverse Effect. Notwithstanding the foregoing, it shall not be a default under the Loan Documents if any Hazardous Substances that fail to satisfy either clauses (i) or (ii) of the previous sentence are in, on or under the Property and Borrower (x) causes Property Owner to commence the Remediation of the same in accordance with applicable Environmental Law within 30 days after written notice thereof (or, if Property Owner is unable to secure any Permits or approvals of applicable Governmental Authorities required for such Remediation during such 30 day period after reasonable effort, upon its securing such Permits, provided that Borrower causes Property Owner to continue to attempt to secure the same in a diligent manner), and (y) thereafter causes Property Owner to diligently and expeditiously proceeds to Remediate the same; (e) Borrower shall cause Property Owner to keep the Property free and clear of all liens and other encumbrances imposed pursuant to any Environmental Law, whether or not due to any act or omission of Borrower (the “Environmental Liens”), provided that it shall not be a default under the Loan Documents if any such Environmental Liens are imposed and Borrower either (i) causes Property Owner to commence to remove such Environmental Liens within 30 days after written notice thereof and thereafter diligently and expeditiously proceeds to remove the same, or (ii) after notice to Lender, causes Property Owner to contest by appropriate legal proceedings, promptly initiated and conducted in good faith and with due diligence, the imposition of such Environmental Liens, so long as (A) no Event of Default has occurred and is continuing, (B) such proceeding shall suspend the enforcement of such Environmental Liens, (C) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, canceled or lost, and (D) either Borrower or Property Owner shall have furnished such security as may be required in the proceeding, or as may be reasonably requested by Lender, to ensure the payment of any costs or expenses related to removal of the Environmental Lien or the prosecution of the legal proceedings, together with all interest or penalties thereon; (f) Borrower shall cause Property Owner to expeditiously and reasonably cooperate in all activities pursuant to Section 3 of this Agreement, including but not limited to providing all relevant information and making knowledgeable persons available for interviews; (g) Borrower shall cause Property Owner to perform any environmental site assessment or other investigation of environmental conditions in connection with the Property, pursuant to any reasonable request of Lender made in the event that Lender reasonably believes that an environmental hazard exists on the Property in violation of applicable Environmental Laws (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), and share with Lender the reports and other results thereof, and Lender shall be entitled to rely on such reports and other results thereof; (h) Borrower shall cause Property Owner to comply with all reasonable requests of Lender made in the event that Lender reasonably determines that either (i) the Property or any operation thereon is in material violation of Environmental Law; or (ii) Hazardous Substances are present or have been Released at, in, on or from the Property in violation of Environmental Law or in a manner that is likely to result in the imposition of Liability under Environmental Law, to: (x) reasonably effectuate Remediation of such Hazardous Substance or condition if and to the extent required by applicable Environmental Laws; (y) comply in all material respects with any applicable Environmental Law; and (z) comply with any directive from any applicable Governmental Authority, provided that with respect to the foregoing, after notice to Lender, Borrower may cause Property Owner to suspend such compliance and contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the applicability of such Environmental Law, and provided further that (A) no Event of Default (as defined in the Loan Agreement) has occurred and is continuing, (B) the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, canceled or lost as a result of Borrower’s contesting the foregoing, and (C) either Borrower or Property Owner shall have furnished the security, if any, as may be required in the proceeding, or as may be reasonably requested by Lender, to ensure the payment of any costs or expenses related to such proceeding, together with all interest and penalties thereon; (i) Borrower shall cause Property Owner not to do, and shall cause Property Owner to use commercially reasonable efforts to prevent any tenant or other user of the Property from doing, any act, that is in material non-compliance of applicable Environmental Law or violates any covenant, condition, agreement or easement relating to any environmental matters and applicable to the Property and that is reasonably likely, in any such case, to result in a Material Adverse Effect; (j) Borrower shall cause Property Owner to promptly notify Lender as Property Owner becomes aware of (i) such time as all liabilitiesany presence or Release of Hazardous Substances in, duties on, under, or obligations of Lessee to Lessor under from the Lease have been satisfied in full and Property other than those that comply with Section 2(d) above; (ii) such time as Lessee completely vacates the Leased Property and surrenders possession of the same to Lessor, Lessee shall fully comply any material non-compliance with all any Environmental Laws applicable to the Leased Property and the operations thereon. Lessee agrees to give Lessor prompt Notice of (1) all Environmental Liabilities; (2) all pending, threatened or anticipated Proceedings, and all notices, demands, requests or investigations, relating to any Environmental Liability or relating to the issuance, revocation or change in any Environmental Authorization required for operation of the Leased Property; (3) all Releases at, on, in, under or in any way affecting the Leased Property, or any Release known by Lessee at, on, in or under any property adjacent to the Leased Property; and (4) all facts, events or conditions that could reasonably lead to the occurrence of any of the above-referenced matters. (b) Lessor hereby agrees to defend, indemnify and save harmless any and all Lessee Indemnified Parties from and against any and all Environmental Liabilities other than (i) Environmental Liabilities resulting from conditions disclosed in any environmental audit obtained by Lessor and provided to Lessee prior to the execution of this Lease (the “Environmental Audit”), and (ii) Environmental Liabilities which were caused by the acts or negligent failures to act of Lessee. (c) Lessee hereby agrees to defend, indemnify and save harmless any and all Lessor Indemnified Parties from and against any and all Environmental Liabilities which were (i) resulting from conditions disclosed in the Environmental Audit, and (ii) caused by the acts or negligent failures to act of Lessee. (d) If any Proceeding is brought against any Indemnified Party in respect of an Environmental Liability with respect to which such Indemnified Party may claim indemnification under either Subsection 8.3(b) or (c), the Indemnifying Party, upon request, shall at its sole expense resist and defend such Proceeding, or cause the same to be resisted and defended by counsel designated by the Indemnified Party and approved by the Indemnifying Party, which approval shall not be unreasonably withheld or delayed; provided, however, that such approval shall not be required in the case of defense by counsel designated by any insurance company undertaking such defense pursuant to any applicable policy of insurance. Each Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel will be at the sole expense of such Indemnified Party unless such counsel has been approved by the Indemnifying Party, which approval shall not be unreasonably withheld or delayed. The Indemnifying Party shall not be liable for any settlement of any such Proceeding made without its consent, which shall not be unreasonably withheld or delayed, but if settled with the consent of the Indemnifying Party, or if settled without its consent (if its consent shall be unreasonably withheld or delayed), or if there be a final, nonappealable judgment for an adversary party in any such Proceeding, the Indemnifying Party shall indemnify and hold harmless the Indemnified Parties from and against any liabilities and loss incurred by such Indemnified Parties by reason of such settlement or judgment. (e) At any time any Indemnified Party has reason to believe circumstances exist which could reasonably result in an Environmental Liability, upon reasonable prior Notice to Lessee and Manager stating such Indemnified Party’s basis for such belief, an Indemnified Party shall be given immediate access to the Leased Property (including, but not limited to, the right to enter upon, investigate, drill ▇▇▇▇▇, take soil borings, excavate, monitor, test, cap and use available land for the testing of remedial technologies), Lessee’s employees, and to all relevant documents and records regarding the matter as to which a responsibility, liability or obligation is asserted or which is the subject of any Proceeding; provided that such access may he conditioned or restricted as may be reasonably necessary to ensure compliance with law and the safety of personnel and facilities or to protect confidential or privileged information. All Indemnified Parties requesting such immediate access and cooperation shall endeavor to coordinate such efforts to result in as minimal interruption of the operation of the Leased Property as practicable. (f) The indemnification rights and obligations provided for in this Article 8 shall be in addition to any indemnification rights and obligations provided for elsewhere in this Lease. (g) The indemnification rights and obligations provided for in this Article 8 shall survive the termination of this Lease. For purposes of this Section 8.3, all amounts for which any Indemnified Party seeks indemnification shall be computed net of (a) any actual income tax benefit resulting therefrom to such Indemnified Party, (b) any insurance proceeds received (net of tax effects) with respect thereto, and (c) any amounts recovered (net of tax effects) from any third parties based on claims the Indemnified Party has against such third parties which reduce the damages that would otherwise be sustained; provided that in all cases, the timing of the receipt or realization of insurance proceeds or income tax benefits or recoveries from third parties shall be taken into account in determining the amount of reduction of damages. Each Indemnified Party agrees to use its reasonable efforts to pursue, or assign to Lessee or Lessor, as the case may be, any claims or rights it may have against any third party that would materially reduce the amount of damages otherwise incurred by such Indemnified Party. Notwithstanding anything to the contrary contained in this Lease, if Lessor shall become entitled to the possession of the Leased Property by virtue of the termination of the Lease or repossession of the Leased Property, then Lessor may assign its indemnification rights under this Section 8.3 (but not any other rights under this Section 8.3) to any Person to whom Lessor subsequently transfers the Leased Property, subject to the following conditions and limitations, each of which shall be deemed to be incorporated into the terms of such assignment, whether or not specifically referred to therein: (i) The indemnification rights referred to in this section may be assigned only if a known Environmental Liability then exists or if a Proceeding is then pending or, to the knowledge of Lessee or Lessor, then threatened with respect to the Leased Property; (ii) Such indemnification rights shall be limited to Environmental Liabilities relating to or specifically affecting the Leased Property; and (iii) Any assignment any Environmental Lien recorded against the Property or threatened in writing to be recorded against the Property; (iv) any Remediation of such indemnification rights shall be limited environmental conditions relating to the immediate transferee Property that is required by a Governmental Authority or pursuant to Environmental Law; and (v) any written notice or other written communication received by Borrower from any Governmental Authority or any other Person relating to (A) the presence of Lessorany Hazardous Substances on the Property, or Remediation thereof, (B) the liability of any Person pursuant to any Environmental Law with respect to environmental contaminants in, on, under or released from the Property, or (C) any actual administrative or judicial proceedings or such proceedings threatened in writing with respect to environmental contaminants in, on under or released from the Property in violation of Environmental Laws and any environmental matters addressed in this Agreement. (k) If, at any time, it is determined that asbestos is present on the Property, Borrower shall cause Property Owner to retain an environmental consultant reasonably satisfactory to Lender to prepare an operations and maintenance program, and Borrower shall not extend cause Property Owner to comply with the same. Borrower shall or shall cause Property Owner to deliver a copy of any such transferee’s successors or assignsprogram to Lender.

Environmental Covenants. Lessor and Lessee (in addition The Borrower hereby consents to, and not in diminution of, Lessee’s covenants and undertakings in Sections 8.1 and 8.2 hereof) covenant and agree as follows: (a) At all times hereafter until Not cause, permit or exacerbate any Prohibited Activities or Conditions. The Borrower represents and warrants that it has not at any time caused or permitted any Prohibited Activities or Conditions except as set forth in the later of (i) such time as all liabilitiesEnvironmental Assessment and that to its knowledge, duties no Prohibited Activities or obligations of Lessee to Lessor Conditions exist or have existed on or under the Lease have been satisfied in full Premises. The Borrower shall take all appropriate steps to prevent its employees, agents, and (ii) such time as Lessee completely vacates contractors, and any tenants from causing, permitting, or exacerbating any Prohibited Activities or Conditions. The Borrower shall not lease or allow the Leased Property and surrenders possession sublease or use of all or any portion of the same Premises to Lessorany tenant, Lessee shall fully comply with all Environmental Laws applicable to subtenant or user that, in the Leased Property and the operations thereon. Lessee agrees to give Lessor prompt Notice ordinary course of (1) all Environmental Liabilities; (2) all pendingits business, threatened would -52- 58 cause, permit, or anticipated Proceedingsexacerbate any Prohibited Activities or Conditions, and all noticesleases, demands, requests or investigations, relating to any Environmental Liability or subleases and use agreements relating to the issuancePremises shall contain provisions sufficient to ensure that tenants, revocation subtenants and users shall not cause, permit or change in exacerbate any Environmental Authorization required for operation of the Leased Property; (3) all Releases at, on, in, under Prohibited Activities or in any way affecting the Leased Property, or any Release known by Lessee at, on, in or under any property adjacent to the Leased Property; and (4) all facts, events or conditions that could reasonably lead to the occurrence of any of the above-referenced mattersConditions. (b) Lessor hereby agrees Comply in a timely manner with, and cause all employees, agents, and contractors of the Borrower and any other persons present on the Premises to defendso comply with, indemnify and save harmless any and all Lessee Indemnified Parties from and against any and all Environmental Liabilities other than (i) Environmental Liabilities resulting from conditions disclosed any O&M Program now or hereafter in any environmental audit obtained by Lessor and provided to Lessee prior to effect during the execution term of this Lease (the “Environmental Audit”)Loan, and (ii) Environmental Liabilities which were caused by Hazardous Materials Law, so as to minimize any economic loss to the acts or negligent failures to act of Lessee. (c) Lessee hereby agrees to defend, indemnify Premises and save harmless any and all Lessor Indemnified Parties from and against any and all Environmental Liabilities which were (i) resulting from conditions disclosed in the Environmental Audit, and (ii) caused by the acts or negligent failures to act of Lessee. (d) If any Proceeding is brought against any Indemnified Party in respect of Loan. The Borrower shall adopt an Environmental Liability O&M Program with respect to which such Indemnified Party may claim indemnification under either Subsection 8.3(b) any Hazardous Materials as required in any Environmental Assessment or (c), any Governmental Action relating to the Indemnifying Party, upon request, shall at its sole expense resist and defend such ProceedingPremises, or cause the same to be resisted and defended by counsel designated as otherwise reasonably required by the Indemnified Party and approved Lender with respect to the Premises. Any O&M Program shall be performed by qualified contractors under the supervision of a consulting engineer hired by the Indemnifying Party, Borrower with the prior written approval of the Lender which approval shall not be unreasonably withheld withheld, conditioned or delayed; provided. All costs and expenses of any O&M Program shall be paid by the Borrower, howeverincluding without limitation the charges of such contractors and consulting engineer and the Lender's reasonable fees, that such approval shall not costs and expenses incurred in connection with the monitoring and review of the O&M Program and the Borrower's performance thereunder. (c) Promptly notify the Lender in writing of: (i) any Governmental Action it becomes aware of, (ii) any claim made or known by Borrower to be required in the case of defense by counsel designated threatened by any insurance company undertaking third party against the Borrower, the Lender, or the Premises relating to loss or injury resulting from any occurrence or condition on the Premises or any other real property that could require the removal from the Premises of any Hazardous Materials or cause any restrictions on the ownership, occupancy, transferability or use of the Premises under Hazardous Materials Law, or (iii) the occurrence of any Prohibited Activities or Conditions. The Borrower shall cooperate with any governmental inquiry, and shall comply with any governmental or judicial order, request or directive which arises from any alleged Prohibited Activities or Conditions; provided that with respect to governmental requests or directives only, the Borrower may contest or object to a good faith dispute regarding said request or directive if the Borrower notifies the Lender in advance of said contest or objection and as long as said contest or objection does not result in a violation of law or fines assessed against the Premises unless such defense pursuant fines are bonded by Borrower in a manner acceptable to Lender in its sole discretion. (d) Pay promptly all reasonable costs and expenses incurred by the Lender in connection with any Governmental Action, including but not limited to costs of any environmental audits, studies, investigations or remedial activities including but not limited to the removal of any Hazardous Materials from the Premises. The Borrower also shall pay promptly the costs of any environmental audits, studies, investigations or the removal of any Hazardous Materials from the Premises required by the Lender as a condition of its consent to any applicable policy sale or transfer of insuranceall or any part of the Premises or any interest therein or required by the Lender following a reasonable determination by the Lender that there may be Prohibited Activities or Conditions on or under the Premises. Each Indemnified Party shall have Any such reasonable costs or expenses incurred by the right Lender (including but not limited to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the reasonable fees and expenses of such counsel will be at attorneys and consultants, whether incurred in connection with any judicial or administrative process or otherwise) which the sole expense of such Indemnified Party unless such counsel has been approved Borrower fails to pay promptly shall become additional indebtedness secured by the Indemnifying Party, which approval shall not be unreasonably withheld or delayed. The Indemnifying Party shall not be liable for any settlement of any such Proceeding made without its consent, which shall not be unreasonably withheld or delayed, but if settled with the consent of the Indemnifying Party, or if settled without its consent (if its consent shall be unreasonably withheld or delayed), or if there be a final, nonappealable judgment for an adversary party in any such Proceeding, the Indemnifying Party shall indemnify and hold harmless the Indemnified Parties from and against any liabilities and loss incurred by such Indemnified Parties by reason of such settlement or judgmentSecurity Instrument. (e) At any time any Indemnified Party has reason to believe circumstances exist which could reasonably result in an Environmental LiabilityEXCEPT TO THE EXTENT ANY OF THE FOLLOWING IS THE RESULT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF LENDER, upon reasonable prior Notice to Lessee and Manager stating such Indemnified Party’s basis for such beliefHOLD HARMLESS, an Indemnified Party shall be given immediate access to the Leased Property DEFEND AND INDEMNIFY THE LENDER AND ITS OFFICERS, DIRECTORS, TRUSTEES, EMPLOYEES, AGENTS, AFFILIATES (including, but not limited to, the right to enter upon, investigate, drill ▇▇▇▇▇, take soil borings, excavate, monitor, test, cap and use available land for the testing of remedial technologiesINCLUDING ANY PARENT CORPORATION), Lessee’s employeesSUCCESSORS AND ASSIGNS, and to all relevant documents and records regarding the matter as to which a responsibilityFROM AND AGAINST ALL PROCEEDINGS, liability or obligation is asserted or which is the subject of any Proceeding; provided that such access may he conditioned or restricted as may be reasonably necessary to ensure compliance with law and the safety of personnel and facilities or to protect confidential or privileged information. All Indemnified Parties requesting such immediate access and cooperation shall endeavor to coordinate such efforts to result in as minimal interruption of the operation of the Leased Property as practicable. CLAIMS, DAMAGES, PENALTIES, FEES, COSTS AND EXPENSES (f) The indemnification rights and obligations provided for in this Article 8 shall be in addition to any indemnification rights and obligations provided for elsewhere in this Lease. (g) The indemnification rights and obligations provided for in this Article 8 shall survive the termination of this Lease. For purposes of this Section 8.3INCLUDING WITHOUT LIMITATION REASONABLE FEES AND EXPENSES OF ATTORNEYS AND EXPERT WITNESSES, all amounts for which any Indemnified Party seeks indemnification shall be computed net of (a) any actual income tax benefit resulting therefrom to such Indemnified PartyINVESTIGATORY FEES, (b) any insurance proceeds received (net of tax effects) with respect theretoAND CLEANUP AND REMEDIATION EXPENSES, and (c) any amounts recovered (net of tax effects) from any third parties based on claims the Indemnified Party has against such third parties which reduce the damages that would otherwise be sustained; provided that in all casesWHETHER INCURRED IN CONNECTION WITH ANY JUDICIAL OR ADMINISTRATIVE PROCESS OR OTHERWISE), the timing of the receipt or realization of insurance proceeds or income tax benefits or recoveries from third parties shall be taken into account in determining the amount of reduction of damages. Each Indemnified Party agrees to use its reasonable efforts to pursue, or assign to Lessee or Lessor, as the case may be, any claims or rights it may have against any third party that would materially reduce the amount of damages otherwise incurred by such Indemnified Party. Notwithstanding anything to the contrary contained in this Lease, if Lessor shall become entitled to the possession of the Leased Property by virtue of the termination of the Lease or repossession of the Leased Property, then Lessor may assign its indemnification rights under this Section 8.3 (but not any other rights under this Section 8.3) to any Person to whom Lessor subsequently transfers the Leased Property, subject to the following conditions and limitations, each of which shall be deemed to be incorporated into the terms of such assignment, whether or not specifically referred to therein: ARISING DIRECTLY OR INDIRECTLY FROM (i) The indemnification rights referred to in this section may be assigned only if a known Environmental Liability then exists or if a Proceeding is then pending orANY BREACH OF ANY REPRESENTATION, to the knowledge of Lessee or LessorWARRANTY, then threatened with respect to the Leased Property; OR OBLIGATION OF THE BORROWER CONTAINED IN THIS SECTION 5.3 OR (ii) Such indemnification rights shall be limited to Environmental Liabilities relating to or specifically affecting the Leased Property; and THE PRESENCE OF HAZARDOUS MATERIALS ON OR UNDER THE PREMISES OR ANY PROPERTY PROXIMATE TO THE PREMISES OR ANY GOVERNMENTAL ACTION ALLEGING ANY SUCH PRESENCE, EXCEPT TO THE EXTENT THAT THE BORROWER CAN CONCLUSIVELY PROVE BOTH THAT SUCH PRESENCE OR GOVERNMENTAL ACTION ALLEGING SUCH PRESENCE WAS CAUSED SOLELY BY ACTIONS, CONDITIONS, OR EVENTS THAT OCCURRED AFTER THE DATE THAT THE LENDER (iiiOR ANY PURCHASER AT A FORECLOSURE SALE) Any assignment of such indemnification rights shall be limited to the immediate transferee of LessorACTUALLY ACQUIRED TITLE OR TOOK POSSESSION TO THE PREMISES AND THAT SUCH PRESENCE OR GOVERNMENTAL ACTION ALLEGING SUCH PRESENCE WAS NOT CAUSED BY THE DIRECT OR INDIRECT ACTIONS OF THE BORROWER OR THE BORROWER PRINCIPAL, and shall not extend to any such transferee’s successors or assignsOR ANY PARTNER, MEMBER, PRINCIPAL, OFFICER, DIRECTOR, TRUSTEE OR MANAGER OF THE BORROWER OR ANY EMPLOYEE, AGENT, CONTRACTOR OR AFFILIATE OF THE BORROWER OR THE BORROWER PRINCIPAL. THE OBLIGATIONS AND LIABILITIES OF THE BORROWER UNDER THIS SECTION 5.3(e) SHALL SURVIVE ANY TERMINATION, SATISFACTION, ASSIGNMENT, ENTRY OF A JUDGMENT OF FORECLOSURE OR DELIVERY OF A DEED IN LIEU OF FORECLOSURE OF THE SECURITY INSTRUMENT.

Environmental Covenants. Lessor (a) Each Loan Party and Lessee (in addition toeach Subsidiary of any Loan Party will, and not in diminution of, Lessee’s covenants will cause all lessees and undertakings in Sections 8.1 and 8.2 hereof) covenant and agree as followsother Persons occupying any of the Real Property or their other properties to: (aA) At use and operate all times hereafter until of its facilities and properties in compliance with all Environmental Laws, keep all permits, approvals, certificates, licenses and other authorizations relating to environmental matters in effect and remain in compliance therewith, and handle all Hazardous Materials in compliance with all applicable Environmental Laws, except where the later failure to do any of the foregoing, either individually or in the aggregate, could not reasonably be expected to result in a liability exceeding a Material Environmental Amount; (B) take all such actions as are necessary and appropriate so that no liability with respect to the Environmental Laws may arise which, either individually or in the aggregate, could reasonably be expected to result in a liability exceeding a Material Environmental Amount; and (C) promptly notify the Administrative Agent and provide copies upon receipt of all material written claims, complaints, notices or inquiries relating to the condition of the Real Property or compliance with Environmental Laws which, either individually or in the aggregate could reasonably be expected to result in a liability exceeding the Material Environmental Amount, and shall cure and have dismissed with prejudice to the reasonable satisfaction of the Administrative Agent any actions and proceedings relating to compliance with or liability pursuant to Environmental Laws which, either individually or in the aggregate, could reasonably be expected to result in a liability exceeding the Material Environmental Amount. (b) Prior to acquiring any ownership or leasehold interest in any additional real property after the Effective Date that could give rise to any Loan Party or any Subsidiary of any Loan Party being found subject to potential liability under any Environmental Laws, the Borrower will (i) such time obtain a written report by a reputable independent environmental consultant reasonably acceptable to the Administrative Agent (an “Environmental Consultant”) as all liabilities, duties or obligations of Lessee to Lessor under the Lease have been satisfied in full and (ii) such time as Lessee completely vacates the Leased Property and surrenders possession its assessment of the same to Lessor, Lessee shall fully comply with all Environmental Laws applicable to the Leased Property and the operations thereon. Lessee agrees to give Lessor prompt Notice presence or potential presence of (1) all Environmental Liabilities; (2) all pending, threatened or anticipated Proceedings, and all notices, demands, requests or investigations, relating to significant levels of any Environmental Liability or relating to the issuance, revocation or change in any Environmental Authorization required for operation of the Leased Property; (3) all Releases at, Hazardous Material on, in, under or in any way affecting the Leased Propertyabout such property, or any Release known by Lessee at, on, in or under any property adjacent to the Leased Property; and (4) all facts, events or of other conditions that could reasonably lead give rise to the occurrence a potentially significant liability to any Loan Party or any Subsidiary of any Loan Party under violations of any Environmental Laws relating to such transaction, and notify the above-referenced matters. (b) Lessor hereby agrees to defend, indemnify and save harmless any and all Lessee Indemnified Parties from and against any and all Environmental Liabilities other than (i) Environmental Liabilities resulting from conditions disclosed in any environmental audit obtained by Lessor and provided to Lessee prior to the execution Administrative Agent of this Lease (the “Environmental Audit”)such potential transaction, and (ii) afford the Administrative Agent a reasonable opportunity to review, to discuss such report with the Environmental Liabilities which were caused by Consultant who prepared it and a knowledgeable representative of the acts Borrower. The Administrative Agent shall have the right, but shall not have any duty, to obtain, review, or negligent failures to act of Lesseediscuss any such report. (c) Lessee hereby agrees If any Lender has formed a reasonable belief that material violations of Environmental Laws may exist or there may have been a Release on the Real Property in amounts or under circumstances which, either individually or in the aggregate, could reasonably be expected to defendresult in a liability exceeding a Material Environmental Amount, indemnify then, at the Administrative Agent’s request, the Loan Party or the Subsidiary of such Loan Party that owns the Real Property in question shall perform, or use commercially reasonable efforts to cause to be performed by any other responsible party, tests, including subsurface testing, soil and save harmless any groundwater testing, and all Lessor Indemnified Parties from other tests which may physically invade the Real Property pursuant to a scope of work proposed by the Borrower and against any and all approved by the Administrative Agent (the “Environmental Liabilities which were Tests”), as the Administrative Agent, in its reasonable discretion, determines is necessary to (i) resulting from conditions disclosed in investigate the Environmental Auditcondition of the Real Property, and (ii) caused protect the security interest created under the Mortgages and the other Loan Documents and (iii) determine compliance in all material respects with all Environmental Laws, the provisions of the Loan Documents and other matters relating thereto. The Loan Parties and Subsidiaries of any Loan Party shall provide true and accurate copies of the results of the Environmental Tests to the Administrative Agent and the Lenders upon receipt of the results. In the event that (I) any Loan Party or any Subsidiary of any Loan Party fails to promptly initiate the Environmental Tests requested by the acts Administrative Agent, (II) any Loan Party or negligent failures any Subsidiary of any Loan Party fails to act provide to the Administrative Agent and the Lenders with the results of Lesseesuch Environmental Tests within 60 days of the request therefor or such additional time as the Administrative Agent shall agree in its sole discretion or (III) the Administrative Agent or the Required Lenders are not reasonably satisfied with the results of such Environmental Tests, then the Administrative Agent may undertake to perform or cause to be performed, at the Borrower’s expense, such Environmental Tests for the account of the Borrower and the other Loan Parties. (d) If Each Loan Party and each Subsidiary of any Proceeding is brought against Loan Party shall, in accordance with prudent industry practice, from time to time perform any Indemnified investigation, remediation, reclamation or similar action required by such Loan Party in respect or such Subsidiary of an any Loan Party under any applicable Environmental Liability with respect Laws. Each plan of remediation shall be subject to which the prior review of the Administrative Agent. All such Indemnified work shall be performed by one or more Environmental Consultants. The Loan Party may claim indemnification under either Subsection 8.3(b) or (c)such Subsidiary of the Loan Party performing, or causing the performance of, the Indemnifying Partyaction shall proceed in reasonable diligence with such investigatory and remedial actions, provided that in all cases such actions shall (i) be in accordance with the remediation plan approved by an appropriate Governmental Authority if such approval is required by applicable Environmental Laws, (ii) be in accordance with all applicable Environmental Laws and (iii) be performed in a good, safe and workmanlike manner so as to minimize, to the extent practicable, any impact on the business conducted at or the value of the Real Property. The Borrower shall pay all costs actually incurred in connection with such investigatory and remedial activities, including all power and utility costs, and any and all Taxes or fees that may be applicable to such activities. The Loan Party or the Subsidiary of such Loan Party conducting such activities shall promptly provide to the Administrative Agent and the Lenders copies of testing reports and results generated in connection with such activities. Promptly upon requestcompletion of such investigation and remediation, each Loan Party and each Subsidiary of any Loan Party shall permanently close all monitoring ▇▇▇▇▇ and test holes associated with such investigation and remediation in compliance with Law, remove all associated equipment and restore the Real Property to the maximum extent practicable, which shall include, without limitation, the repair of any surface damage. Within 30 days of demand therefor, if the reasonably estimated funds required to complete a remediation or similar action addressed by this Section 7.1.6(d) are in excess of the Material Environmental Amount, the Borrower shall provide the Administrative Agent with a bond, letter of credit or similar financial assurance reasonably satisfactory to the Administrative Agent evidencing that the necessary funds are available to perform the obligations established by this clause, unless a bond or similar financial assurance at its sole expense resist and defend such Proceeding, or cause least in the same to be resisted and defended by counsel designated amount required by the Indemnified Party Administrative Agent is in full force and approved effect and is available and is in fact used by the Indemnifying Partyrelevant Governmental Authority to pay such obligations. (e) The Administrative Agent, which approval shall whether or not be unreasonably withheld the Administrative Agent has acquired possession or delayed; providedtitle to the Real Property, however, that such approval shall not be required in the case of defense by counsel designated by any insurance company undertaking such defense pursuant to any applicable policy of insurance. Each Indemnified Party shall have the right to employ separate counsel in undertake any such Proceeding and all actions to participate in remediate the defense thereof, but the fees and expenses Real Property which any Loan Party or any Subsidiary of such counsel will be at the sole expense of such Indemnified Party unless such counsel has been approved by the Indemnifying Party, which approval shall not be unreasonably withheld or delayed. The Indemnifying any Loan Party shall not fail to perform or cause to be liable for any settlement of any such Proceeding made without its consent, which shall not be unreasonably withheld or delayed, but if settled performed in accordance with the consent of the Indemnifying Party, or if settled without its consent (if its consent shall be unreasonably withheld or delayed), or if there be a final, nonappealable judgment for an adversary party in any such Proceeding, the Indemnifying Party shall indemnify and hold harmless the Indemnified Parties from and against any liabilities and loss incurred by such Indemnified Parties by reason of such settlement or judgment. (e) At any time any Indemnified Party has reason to believe circumstances exist which could reasonably result in an Environmental Liability, upon reasonable prior Notice to Lessee and Manager stating such Indemnified Party’s basis for such belief, an Indemnified Party shall be given immediate access to the Leased Property (including, but not limited to, the right to enter upon, investigate, drill ▇▇▇▇▇, take soil borings, excavate, monitor, test, cap and use available land for the testing of remedial technologies), Lessee’s employees, and to all relevant documents and records regarding the matter as to which a responsibility, liability or obligation is asserted or which is the subject of any Proceeding; provided that such access may he conditioned or restricted as may be reasonably necessary to ensure compliance with law and the safety of personnel and facilities or to protect confidential or privileged information. All Indemnified Parties requesting such immediate access and cooperation shall endeavor to coordinate such efforts to result in as minimal interruption of the operation of the Leased Property as practicable. (f) The indemnification rights and obligations provided for in this Article 8 shall be in addition to any indemnification rights and obligations provided for elsewhere in this Lease. (g) The indemnification rights and obligations provided for in this Article 8 shall survive the termination requirements of this Lease. For purposes of this Section 8.3, all amounts for which any Indemnified Party seeks indemnification shall be computed net of (a) any actual income tax benefit resulting therefrom to such Indemnified Party, (b) any insurance proceeds received (net of tax effects) with respect thereto, and (c) any amounts recovered (net of tax effects) from any third parties based on claims the Indemnified Party has against such third parties which reduce the damages that would otherwise be sustained; provided that in all cases, the timing of the receipt or realization of insurance proceeds or income tax benefits or recoveries from third parties shall be taken into account in determining the amount of reduction of damages. Each Indemnified Party agrees to use its reasonable efforts to pursue, or assign to Lessee or Lessor, as the case may be, any claims or rights it may have against any third party that would materially reduce the amount of damages otherwise incurred by such Indemnified Party. Notwithstanding anything to the contrary contained in this Lease, if Lessor shall become entitled to the possession of the Leased Property by virtue of the termination of the Lease or repossession of the Leased Property, then Lessor may assign its indemnification rights under this Section 8.3 (but not any other rights under this Section 8.3) to any Person to whom Lessor subsequently transfers the Leased Property, subject to the following conditions and limitations, each of which shall be deemed to be incorporated into the terms of such assignment, whether or not specifically referred to therein: (i) The indemnification rights referred to in this section may be assigned only if a known Environmental Liability then exists or if a Proceeding is then pending or, to the knowledge of Lessee or Lessor, then threatened with respect to the Leased Property; (ii) Such indemnification rights shall be limited to Environmental Liabilities relating to or specifically affecting the Leased Property; and (iii) Any assignment of such indemnification rights shall be limited to the immediate transferee of Lessor, and shall not extend to any such transferee’s successors or assignsclause.

Environmental Covenants. Lessor and Lessee (in addition to, and not in diminution of, Lessee’s covenants and undertakings in Sections 8.1 and 8.2 hereof) covenant and agree as follows: (a) At all times hereafter until The Tenant shall not bring into or allow to be present in the later of (i) Premises or the Building any Pollutants, except to the extent in compliance with and within levels permissible under Environmental Laws. If the Tenant shall bring or create upon the Building, including the Premises, any Pollutants, then such time as all liabilities, duties or obligations of Lessee to Lessor under Pollutants shall be and remain the Lease have been satisfied in full and (ii) such time as Lessee completely vacates the Leased Property and surrenders possession sole property of the Tenant and the Tenant shall remove same at its sole cost at the expiration or sooner termination of the Term or sooner if so directed by any governmental authority or if required to Lessor, Lessee shall fully comply effect compliance with all any Environmental Laws applicable to or if required by the Leased Property and the operations thereon. Lessee agrees to give Lessor prompt Notice of (1) all Environmental Liabilities; (2) all pending, threatened or anticipated Proceedings, and all notices, demands, requests or investigations, relating to any Environmental Liability or relating to the issuance, revocation or change in any Environmental Authorization required for operation of the Leased Property; (3) all Releases at, on, in, under or in any way affecting the Leased Property, or any Release known by Lessee at, on, in or under any property adjacent to the Leased Property; and (4) all facts, events or conditions that could reasonably lead to the occurrence of any of the above-referenced mattersLandlord. (b) Lessor hereby agrees The obligations of the Tenant under this Section 10.09 shall survive the expiry, assignment, repudiation, disclaimer, surrender or earlier termination of this Lease. To the extent that the performance of those obligations require access to defendor entry upon the Premises by the Tenant after such expiry, indemnify and save harmless any and all Lessee Indemnified Parties from and against any and all Environmental Liabilities other than (i) Environmental Liabilities resulting from conditions disclosed in any environmental audit obtained by Lessor and provided to Lessee prior assignment, repudiation, disclaimer, surrender or earlier termination of this Lease, or to the execution extent that the performance of those obligations require the Tenant to access or enter any other part of the Building (whether before or after the expiry, assignment, repudiation, disclaimer, surrender or earlier termination of this Lease (the “Environmental Audit”Lease), the Tenant shall have such entry and (ii) Environmental Liabilities which were caused by access to that part or parts of the acts or negligent failures Building only at such times and upon such terms and conditions as the Landlord may from time to act of Lesseetime specify. (c) Lessee hereby agrees to defend, indemnify and save harmless Notwithstanding any and all Lessor Indemnified Parties from and against any and all Environmental Liabilities which were (i) resulting from conditions disclosed in the Environmental Audit, and (ii) caused by the acts or negligent failures to act of Lessee. (d) If any Proceeding is brought against any Indemnified Party in respect of an Environmental Liability with respect to which such Indemnified Party may claim indemnification under either Subsection 8.3(b) or (c), the Indemnifying Party, upon request, shall at its sole expense resist and defend such Proceeding, or cause the same to be resisted and defended by counsel designated by the Indemnified Party and approved by the Indemnifying Party, which approval shall not be unreasonably withheld or delayed; provided, however, that such approval shall not be required in the case of defense by counsel designated by any insurance company undertaking such defense pursuant to any applicable policy of insurance. Each Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel will be at the sole expense of such Indemnified Party unless such counsel has been approved by the Indemnifying Party, which approval shall not be unreasonably withheld or delayed. The Indemnifying Party shall not be liable for any settlement of any such Proceeding made without its consent, which shall not be unreasonably withheld or delayed, but if settled with the consent of the Indemnifying Party, or if settled without its consent (if its consent shall be unreasonably withheld or delayed), or if there be a final, nonappealable judgment for an adversary party in any such Proceeding, the Indemnifying Party shall indemnify and hold harmless the Indemnified Parties from and against any liabilities and loss incurred by such Indemnified Parties by reason of such settlement or judgment. (e) At any time any Indemnified Party has reason to believe circumstances exist which could reasonably result in an Environmental Liability, upon reasonable prior Notice to Lessee and Manager stating such Indemnified Party’s basis for such belief, an Indemnified Party shall be given immediate access to the Leased Property (including, but not limited to, the right to enter upon, investigate, drill ▇▇▇▇▇, take soil borings, excavate, monitor, test, cap and use available land for the testing of remedial technologies), Lessee’s employees, and to all relevant documents and records regarding the matter as to which a responsibility, liability or obligation is asserted or which is the subject of any Proceeding; provided that such access may he conditioned or restricted as may be reasonably necessary to ensure compliance with law and the safety of personnel and facilities or to protect confidential or privileged information. All Indemnified Parties requesting such immediate access and cooperation shall endeavor to coordinate such efforts to result in as minimal interruption of the operation of the Leased Property as practicable. (f) The indemnification rights and obligations provided for in this Article 8 shall be in addition to any indemnification rights and obligations provided for elsewhere in this Lease. (g) The indemnification rights and obligations provided for in this Article 8 shall survive the termination of this Lease. For purposes provisions of this Section 8.3, all amounts for which any Indemnified Party seeks indemnification shall be computed net of (a) any actual income tax benefit resulting therefrom to such Indemnified Party, (b) any insurance proceeds received (net of tax effects) with respect thereto, and (c) any amounts recovered (net of tax effects) from any third parties based on claims the Indemnified Party has against such third parties which reduce the damages that would otherwise be sustained; provided that in all cases10.09, the timing Landlord may, at the Tenant's cost and expense, itself or by its agents, servants, employees, contractors and subcontractors, undertake the performance of any necessary work in order to complete the obligations of the receipt or realization of insurance proceeds or income tax benefits or recoveries from third parties shall be taken into account in determining the amount of reduction of damages. Each Indemnified Party agrees to use its reasonable efforts to pursue, or assign to Lessee or Lessor, as the case may be, any claims or rights it may have against any third party that would materially reduce the amount of damages otherwise incurred by such Indemnified Party. Notwithstanding anything to the contrary contained in this Lease, if Lessor shall become entitled to the possession of the Leased Property by virtue of the termination of the Lease or repossession of the Leased Property, then Lessor may assign its indemnification rights Tenant under this Section 8.3 (10.09, but having commenced such work, the Landlord shall have no obligation to the Tenant to complete such work but the Tenant will not any other rights be released from its obligations under this Section 8.3) 10.09 in the event the Landlord elects not to any Person to whom Lessor subsequently transfers the Leased Property, subject to the following conditions and limitations, each of which shall be deemed to be incorporated into the terms of complete such assignment, whether or not specifically referred to therein: (i) The indemnification rights referred to in this section may be assigned only if a known Environmental Liability then exists or if a Proceeding is then pending or, to the knowledge of Lessee or Lessor, then threatened with respect to the Leased Property; (ii) Such indemnification rights shall be limited to Environmental Liabilities relating to or specifically affecting the Leased Property; and (iii) Any assignment of such indemnification rights shall be limited to the immediate transferee of Lessor, and shall not extend to any such transferee’s successors or assignswork.

Environmental Covenants. Lessor and Lessee (in addition to, and not in diminution of, Lessee’s covenants and undertakings in Sections 8.1 and 8.2 hereof) covenant and agree as follows: (a) At The Borrower shall, at all times hereafter until conduct and maintain the later of (i) such time as Business in compliance in all liabilities, duties or obligations of Lessee to Lessor under the Lease have been satisfied in full and (ii) such time as Lessee completely vacates the Leased Property and surrenders possession of the same to Lessor, Lessee shall fully comply material respects with all Environmental Laws applicable and Environmental Approvals, except to the Leased Property and the operations thereon. Lessee agrees extent that a failure to give Lessor prompt Notice of (1) all Environmental Liabilities; (2) all pending, threatened or anticipated Proceedings, and all notices, demands, requests or investigations, relating comply would not reasonably be expected to any Environmental Liability or relating to the issuance, revocation or change result in any Environmental Authorization required for operation of the Leased Property; (3) all Releases at, on, in, under or in any way affecting the Leased Property, or any Release known by Lessee at, on, in or under any property adjacent to the Leased Property; and (4) all facts, events or conditions that could reasonably lead to the occurrence of any of the above-referenced mattersa Material Adverse Change. (b) Lessor hereby agrees The Borrower shall cause its Subsidiaries to defend, indemnify at all times conduct and save harmless any and maintain the Business in compliance in all Lessee Indemnified Parties from and against any and material respects with all Environmental Liabilities other than (i) Laws and Environmental Liabilities resulting from conditions disclosed in any environmental audit obtained by Lessor and provided to Lessee prior Approvals, except to the execution of this Lease (the “Environmental Audit”), and (ii) Environmental Liabilities which were caused by the acts or negligent failures extent that a failure to act of Lesseecomply would not reasonably be expected to result in a Material Adverse Change. (c) Lessee hereby agrees to defend, indemnify and save harmless If the Borrower or any and all Lessor Indemnified Parties from and against any and all Environmental Liabilities which were (i) resulting from conditions disclosed in the Environmental Audit, and (ii) caused by the acts or negligent failures to act of Lessee. (d) If any Proceeding is brought against any Indemnified Party in respect of an Environmental Liability with respect to which such Indemnified Party may claim indemnification under either Subsection 8.3(b) or (c), the Indemnifying Party, upon request, shall at its sole expense resist and defend such Proceeding, or cause the same to be resisted and defended by counsel designated by the Indemnified Party and approved by the Indemnifying Party, which approval shall not be unreasonably withheld or delayed; provided, however, that such approval shall not be required in the case of defense by counsel designated by any insurance company undertaking such defense pursuant to any applicable policy of insurance. Each Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel will be at the sole expense of such Indemnified Party unless such counsel has been approved by the Indemnifying Party, which approval shall not be unreasonably withheld or delayed. The Indemnifying Party shall not be liable for any settlement of any such Proceeding made without its consent, which shall not be unreasonably withheld or delayed, but if settled with the consent of the Indemnifying Party, or if settled without its consent (if its consent shall be unreasonably withheld or delayed), or if there be a final, nonappealable judgment for an adversary party in any such Proceeding, the Indemnifying Party shall indemnify and hold harmless the Indemnified Parties from and against any liabilities and loss incurred by such Indemnified Parties by reason of such settlement or judgment. (e) At any time any Indemnified Party has reason to believe circumstances exist which could reasonably result in an Environmental Liability, upon reasonable prior Notice to Lessee and Manager stating such Indemnified Party’s basis for such belief, an Indemnified Party shall be given immediate access to the Leased Property (including, but not limited to, the right to enter upon, investigate, drill ▇▇▇▇▇, take soil borings, excavate, monitor, test, cap and use available land for the testing of remedial technologies), Lessee’s employees, and to all relevant documents and records regarding the matter as to which a responsibility, liability or obligation is asserted or which is the subject of any Proceeding; provided that such access may he conditioned or restricted as may be reasonably necessary to ensure compliance with law and the safety of personnel and facilities or to protect confidential or privileged information. All Indemnified Parties requesting such immediate access and cooperation shall endeavor to coordinate such efforts to result in as minimal interruption of the operation of the Leased Property as practicable. (f) The indemnification rights and obligations provided for in this Article 8 shall be in addition to any indemnification rights and obligations provided for elsewhere in this Lease. (g) The indemnification rights and obligations provided for in this Article 8 shall survive the termination of this Lease. For purposes of this Section 8.3, all amounts for which any Indemnified Party seeks indemnification shall be computed net of (a) any actual income tax benefit resulting therefrom to such Indemnified Party, (b) any insurance proceeds received (net of tax effects) with respect thereto, and (c) any amounts recovered (net of tax effects) from any third parties based on claims the Indemnified Party has against such third parties which reduce the damages that would otherwise be sustained; provided that in all cases, the timing of the receipt or realization of insurance proceeds or income tax benefits or recoveries from third parties shall be taken into account in determining the amount of reduction of damages. Each Indemnified Party agrees to use its reasonable efforts to pursue, or assign to Lessee or Lessor, as the case may be, any claims or rights it may have against any third party that would materially reduce the amount of damages otherwise incurred by such Indemnified Party. Notwithstanding anything to the contrary contained in this Lease, if Lessor shall become entitled to the possession of the Leased Property by virtue of the termination of the Lease or repossession of the Leased Property, then Lessor may assign its indemnification rights under this Section 8.3 (but not any other rights under this Section 8.3) to any Person to whom Lessor subsequently transfers the Leased Property, subject to the following conditions and limitations, each of which shall be deemed to be incorporated into the terms of such assignment, whether or not specifically referred to thereinSubsidiaries shall: (i) The indemnification rights referred receive notice from any Governmental Authority that any material violation of any Environmental Law or Environmental Approval has been, may have been, or is about to in this section may be assigned only if a known Environmental Liability then exists committed by the Borrower or if a Proceeding is then pending or, to the knowledge of Lessee or Lessor, then threatened with respect to the Leased Propertyits Subsidiaries; (ii) Such indemnification rights shall receive notice that any Remedial Order or other proceeding has been filed or is about to be limited filed against the Borrower or any of its Subsidiaries alleging material violations of any Environmental Law or requiring the Borrower or any of its Subsidiaries to Environmental Liabilities relating to take any material action in connection with the Release or specifically affecting threatened Release of a Hazardous Substance into the Leased Propertyenvironment or requiring the cessation of a nuisance; andor (iii) Any assignment receive any notice from a Governmental Authority alleging that the Borrower or any of its Subsidiaries may be liable or responsible for LEGAL_1:81779606.19 BMO – BNS - Berkshire –Credit Agreement material costs associated with a nuisance or a response to, or clean up of, a Release or threatened Release of a Hazardous Substance into the environment or any damages caused thereby; then the Borrower shall, and the Borrower shall cause each of its Subsidiaries to, provide the Agent with a copy of such indemnification rights notice within ten (10) days of the Borrower’s or Subsidiary’s receipt thereof, as applicable, and thereafter shall be limited to keep the immediate transferee Agent informed in a timely manner of Lessorany developments in such matters, and shall not extend provide to any the Agent such transferee’s successors or assignsother information in respect thereto as may be reasonably requested by the Agent from time to time.

Environmental Covenants. Operating Lessor and Operating Lessee (in addition to, and not in diminution of, Operating Lessee’s 's covenants and undertakings in Sections 8.1 6.1 and 8.2 6.2 hereof) covenant and agree as follows: (a) At all times hereafter until the later of (i) such time as all liabilities, duties or obligations of Operating Lessee to the Operating Lessor under the this Lease have been satisfied in full and (ii) such time as Operating Lessee completely vacates the Leased Property and surrenders possession of the same to Operating Lessor, Operating Lessee shall fully comply with all Environmental Laws applicable to the Leased Property and the operations thereon. Operating Lessee agrees to give Operating Lessor prompt Notice written notice of (1) all Environmental Liabilities; (2) all pending, threatened or anticipated Proceedings, and all notices, demands, requests or investigations, relating to any Environmental Liability or relating to the issuance, revocation or change in any Environmental Authorization required for operation of the Leased Property; (3) all Releases at, on, in, under or in any way affecting the Leased Property, or any Release known by Operating Lessee at, on, in or under any property adjacent to the Leased Property; and (4) all facts, events or conditions that could reasonably lead to the occurrence of any of the above-referenced matters. (b) Operating Lessor hereby agrees to defend, indemnify and save harmless any and all Operating Lessee Indemnified Parties from and against any and all Environmental Liabilities other than (i) Environmental Liabilities resulting from conditions disclosed in any environmental audit obtained by Lessor and provided to Lessee prior to the execution of this Lease (the “Environmental Audit”), and (ii) Environmental Liabilities which were caused by the acts or grossly negligent failures to act of Operating Lessee, Operating Lessee's agents, employees, contractors, invitees or licensees. (c) Operating Lessee hereby agrees to defend, indemnify and save harmless any and all Operating Lessor Indemnified Parties from and against any and all Environmental Liabilities which were (i) resulting from conditions disclosed in the Environmental Audit, and (ii) caused by the acts or grossly negligent failures to act of Operating Lessee, Operating Lessee's agents, employees, contractors, invitees or licensees. (d) If any Proceeding is brought against any Indemnified Party in respect of an Environmental Liability with respect to which such Indemnified Party may claim indemnification under either Subsection 8.3(bSection 6.3(b) or (c), the Indemnifying Party, upon request, shall at its such Indemnifying Party's sole expense resist and defend such Proceeding, or cause the same to be resisted and defended by counsel designated by the Indemnified Party and approved by the Indemnifying Party, which approval shall not be unreasonably withheld or delayedwithheld; provided, however, that such approval shall not be required in the case of defense by counsel designated by any insurance company undertaking such defense pursuant to any applicable policy of insurance. Each Indemnified Party shall have the right to employ separate counsel in any such Proceeding proceeding and to participate in the defense thereof, but the fees and expenses of such counsel will be at the sole expense of such Indemnified Party unless such counsel has been approved by the Indemnifying Party, which approval shall not be unreasonably withheld or delayedwithheld. The Indemnifying Party shall not be liable for any settlement of any such Proceeding made without its consent, which shall not be unreasonably withheld or delayedwithheld, but if settled with the consent of the Indemnifying Party, or if settled without its such Indemnifying Party's consent (if its consent shall be unreasonably withheld or delayedwithheld), or if there be a final, nonappealable non-appealable judgment for an adversary party in any such Proceeding, the Indemnifying Party shall indemnify and hold harmless the Indemnified Parties from and against any liabilities and loss incurred by such Indemnified Parties by reason of such settlement or judgment. (e) At any time any Indemnified Party has reason to believe circumstances exist which could reasonably result in an Environmental Liability, upon reasonable prior Notice written notice to Operating Lessee and Manager stating such Indemnified Party’s 's basis for such belief, an Indemnified Party shall be given immediate access to the Leased Property (including, but not limited to, the right to enter upon, investigate, drill ▇▇▇▇▇, take soil borings, excavate, monitor, test, cap and use available land for the testing of remedial technologies), Operating Lessee’s 's employees, and to all relevant documents and records regarding the matter as to which a responsibility, liability or obligation is asserted or which is the subject of any Proceeding; , provided that such access may he be conditioned or restricted as may be reasonably necessary to ensure compliance with law and the safety of personnel and facilities or to protect confidential or privileged information. All Indemnified Parties requesting such immediate access and cooperation shall endeavor to coordinate such efforts to result in as minimal interruption of the operation of the Leased Property as practicable. (f) The indemnification rights and obligations provided for in this Article 8 6 shall be in addition to any indemnification rights and obligations provided for elsewhere in this Lease. (g) The indemnification rights and obligations provided for in this Article 8 6 shall survive the termination of this Lease. . (h) For purposes of this Section 8.36.3, all amounts for which any Indemnified Party seeks indemnification shall be computed net of (a) any actual income tax benefit resulting therefrom to such Indemnified Party, (b) any insurance proceeds received (net of tax effects) with respect thereto, and (c) any amounts recovered (net of tax effects) from any third parties based on claims the Indemnified Party has against such third parties which reduce the damages that would otherwise be sustained; , provided that in all cases, the timing of the receipt or realization of insurance proceeds or income tax benefits or recoveries from third parties shall be taken into account in determining the amount of reduction of damages. Each Indemnified Party agrees to use its reasonable efforts to pursue, or assign to Operating Lessee or Operating Lessor, as the case may be, any claims Claims or rights it may have against any third party that which would materially reduce the amount of damages otherwise incurred by such Indemnified Party. . (i) Notwithstanding anything to the contrary contained in this Lease, if Operating Lessor shall become entitled to the possession of the this Leased Property by virtue of the termination of the this Lease or repossession of the Leased Property, then Operating Lessor may assign its Operating Lessor's indemnification rights under Section 6.3 of this Section 8.3 Lease (but not any other rights under this Section 8.3hereunder) to any Person to whom the Operating Lessor subsequently transfers the Leased Property, subject to the following conditions and limitations, each of which shall be deemed to be incorporated into the terms of such assignment, whether or not specifically referred to therein: (i1) The indemnification rights referred to in this section may be assigned only if a known Environmental Liability then exists or if a Proceeding proceeding is then pending or, to the knowledge of Operating Lessee or Operating Lessor, then threatened with respect to the Leased Property; (ii2) Such indemnification rights shall be limited to Environmental Liabilities relating to or specifically affecting the Leased Property; and (iii3) Any assignment of such indemnification rights shall be limited to the immediate transferee of Operating Lessor, and shall not extend to any such transferee’s 's successors or assigns.

Environmental Covenants. Lessor and Lessee (in addition to, and not in diminution of, Lessee’s Borrower covenants and undertakings in Sections 8.1 agrees with the Bank that, until the Obligations have been fully satisfied and 8.2 hereof) covenant paid and agree as followsthe Commitment has been terminated, the Borrower shall: (a) At Comply with, and shall cause its Subsidiaries, all times hereafter until operators, tenants, subtenants, licensees and occupants of the later Improvements to comply with all applicable Environmental Laws and shall obtain and comply with, and shall cause all operators, tenants, subtenants, licensees and occupants of the Improvements to obtain and comply with, all Environmental Permits. (b) Not cause or permit any change to be made in the present or intended use of the Improvements which would (i) such time as all liabilitiesviolate any applicable Environmental Law, duties or obligations of Lessee to Lessor under the Lease have been satisfied in full and (ii) such time as Lessee completely vacates constitute non-compliance with any Environmental Permit or (iii) materially increase the Leased Property and surrenders possession risk of a Release of any Hazardous Substance. (c) Promptly provide the same to Lessor, Lessee shall fully comply Bank with a copy of all Environmental Laws applicable to the Leased Property and the operations thereon. Lessee agrees to give Lessor prompt Notice of (1) all Environmental Liabilities; (2) all pending, threatened notifications which it gives or anticipated Proceedings, and all notices, demands, requests or investigations, relating receives with respect to any Environmental Liability past or relating to present Release or the issuance, revocation or change in threat of a Release of any Environmental Authorization required for operation of the Leased Property; (3) all Releases at, Hazardous Substance on, in, under at or in any way affecting from the Leased Property, Improvements or any Release known by Lessee at, on, in or under any property adjacent to the Leased Property; and (4) all facts, events or conditions that could reasonably lead to the occurrence of any of the above-referenced matters. (b) Lessor hereby agrees to defend, indemnify and save harmless any and all Lessee Indemnified Parties from and against any and all Environmental Liabilities other than (i) Environmental Liabilities resulting from conditions disclosed in any environmental audit obtained by Lessor and provided to Lessee prior to the execution of this Lease (the “Environmental Audit”), and (ii) Environmental Liabilities which were caused by the acts or negligent failures to act of Lessee. (c) Lessee hereby agrees to defend, indemnify and save harmless any and all Lessor Indemnified Parties from and against any and all Environmental Liabilities which were (i) resulting from conditions disclosed in the Environmental Audit, and (ii) caused by the acts or negligent failures to act of LesseeImprovements. (d) If any Proceeding is brought against any Indemnified Party in respect of an Environmental Liability with respect Undertake and complete all investigations, studies, sampling and testing and all removal and other remedial actions required by law to which such Indemnified Party may claim indemnification under either Subsection 8.3(b) or (c)contain, the Indemnifying Party, upon request, shall at its sole expense resist remove and defend such Proceeding, or cause the same clean up all Hazardous Substances that are determined to be resisted and defended by counsel designated by the Indemnified Party and approved by the Indemnifying Party, which approval shall not be unreasonably withheld or delayed; provided, however, that such approval shall not be required in the case of defense by counsel designated by any insurance company undertaking such defense pursuant to any applicable policy of insurance. Each Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel will be present at the sole expense of such Indemnified Party unless such counsel has been approved by the Indemnifying Party, which approval shall not be unreasonably withheld or delayed. The Indemnifying Party shall not be liable for any settlement of any such Proceeding made without its consent, which shall not be unreasonably withheld or delayed, but if settled Improvements in accordance with the consent of the Indemnifying Party, or if settled without its consent (if its consent shall be unreasonably withheld or delayed), or if there be a final, nonappealable judgment for an adversary party in any such Proceeding, the Indemnifying Party shall indemnify all applicable Environmental Laws and hold harmless the Indemnified Parties from and against any liabilities and loss incurred by such Indemnified Parties by reason of such settlement or judgmentall Environmental Permits. (e) At any time any Indemnified Party has reason to believe circumstances exist which could reasonably result in an Environmental Liabilityall times upon prior notice, upon reasonable prior Notice to Lessee allow the Bank and Manager stating such Indemnified Party’s basis for such beliefits officers, an Indemnified Party shall be given immediate employees, agents, representatives, contractors and subcontractors access to the Leased Property (Improvements for the purposes of ascertaining site conditions, including, but not limited to, the right to enter upon, investigate, drill ▇▇▇▇▇, take soil borings, excavate, monitor, test, cap and use available land for the testing of remedial technologies), Lessee’s employees, and to all relevant documents and records regarding the matter as to which a responsibility, liability or obligation is asserted or which is the subject of any Proceeding; provided that such access may he conditioned or restricted as may be reasonably necessary to ensure compliance with law and the safety of personnel and facilities or to protect confidential or privileged information. All Indemnified Parties requesting such immediate access and cooperation shall endeavor to coordinate such efforts to result in as minimal interruption of the operation of the Leased Property as practicablesubsurface conditions. (f) The indemnification rights Deliver promptly to the Bank: (i) copies of any documents received from the United States Environmental Protection Agency, or any state, county or municipal environmental or health agency concerning a Borrower's or its Subsidiaries' operations or the Improvements; and obligations provided for in this Article 8 shall be in addition (ii) copies of any documents submitted by Borrower or its Subsidiaries to the United States Environmental Protection Agency or any indemnification rights and obligations provided for elsewhere in this Leasestate, county or municipal environmental or health agency concerning its operations or the Improvements. (g) The indemnification rights and obligations provided for in this Article 8 shall survive If at any time the termination of this Lease. For purposes of this Section 8.3, all amounts for Bank obtains any reasonable evidence or information which any Indemnified Party seeks indemnification shall be computed net of (a) any actual income tax benefit resulting therefrom to such Indemnified Party, (b) any insurance proceeds received (net of tax effects) with respect thereto, and (c) any amounts recovered (net of tax effects) from any third parties based on claims suggests that a material potential environmental problem may exist at the Indemnified Party has against such third parties which reduce the damages that would otherwise be sustained; provided that in all casesimprovements, the timing of the receipt Bank may require that a kill or realization of insurance proceeds or income tax benefits or recoveries from third parties shall be taken into account in determining the amount of reduction of damages. Each Indemnified Party agrees to use its reasonable efforts to pursue, or assign to Lessee or Lessor, as the case may be, any claims or rights it may have against any third party that would materially reduce the amount of damages otherwise incurred by such Indemnified Party. Notwithstanding anything to the contrary contained in this Lease, if Lessor shall become entitled to the possession of the Leased Property by virtue of the termination of the Lease or repossession of the Leased Property, then Lessor may assign its indemnification rights under this Section 8.3 (but not any other rights under this Section 8.3) to any Person to whom Lessor subsequently transfers the Leased Property, subject to the following conditions supplemental environmental inspection and limitations, each of which shall be deemed to be incorporated into the terms of such assignment, whether or not specifically referred to therein: (i) The indemnification rights referred to in this section may be assigned only if a known Environmental Liability then exists or if a Proceeding is then pending or, to the knowledge of Lessee or Lessor, then threatened audit report with respect to the Leased Property; (ii) Improvements of a scope and level of detail satisfactory to the Bank be prepared by an environmental engineer or other qualified person acceptable to the Bank at the Borrower's expense. Such indemnification rights shall be limited to Environmental Liabilities relating audit may include a physical inspection of the Improvements, a visual inspection of any property adjacent to or specifically affecting within the Leased Property; and (iii) Any assignment immediate vicinity of the Improvements, personnel interviews and a review of all Environmental Permits. If the Bank requires, such indemnification rights inspection shall be limited also include a records search and/or subsurface testing for the presence of Hazardous Substances in the soil, subsoil, bedrock, surface water and/or groundwater. If such audit report indicates the presence of any Hazardous Substance or a Release or the threat of a Release of any Hazardous Substance on, at or from the Improvements, the Borrower and its Subsidiaries shall promptly undertake and diligently pursue to completion all necessary, appropriate and legally authorized investigative, containment, removal, clean up and other remedial actions, using methods recommended by the engineer or other person who prepared said audit report and acceptable to the immediate transferee of Lessorappropriate federal, state and shall not extend to any such transferee’s successors local agencies or assignsauthorities.

Environmental Covenants. Lessor and Lessee (in addition to, and not in diminution of, Lessee’s 's covenants and undertakings in Sections SECTIONS 8.1 and AND 8.2 hereof) covenant and agree as follows: (a) At all times hereafter until the later of (i) such time as all liabilities, duties or obligations of Lessee to the Lessor under the Lease have been satisfied in full and (ii) such time as Lessee completely vacates the Leased Property and surrenders possession of the same to Lessorfull, Lessee shall fully comply with all Environmental Laws applicable to the Leased Property and the operations thereonthereon unless caused by the acts or grossly negligent failures to act of Lessor. Lessee agrees to give Lessor prompt Notice written notice of the following, promptly after Lessee receives knowledge thereof: (1) all Environmental Liabilities; ; (2) all pending, threatened or anticipated Proceedings, and all notices, demands, requests or investigations, relating to any Environmental Liability or relating to the issuance, revocation or change in any Environmental Authorization required for operation of the Leased Property; (3) all Releases at, on, in, under or in any way affecting the Leased Property, or any Release known by Lessee at, on, in or under any property adjacent to the Leased Property; and (4) all facts, events or conditions that could reasonably lead to the occurrence of any of the above-referenced matters. (b) Lessee hereby agrees to defend, indemnify and save harmless any and all Lessor Indemnified Parties from and against any and all Environmental Liabilities except to the extent caused by the willful misconduct or gross negligence of Lessor. (c) Lessor hereby agrees to defend, indemnify and save harmless any and all Lessee Indemnified Parties from and against any and all Environmental Liabilities other than (i) Environmental Liabilities resulting from conditions disclosed in any environmental audit obtained by Lessor and provided to Lessee prior to the execution of this Lease (the “Environmental Audit”), and (ii) Environmental Liabilities which were caused by the acts willful misconduct or negligent failures to act gross negligence of Lessee. (c) Lessee hereby agrees to defend, indemnify and save harmless any and all Lessor Indemnified Parties from and against any and all Environmental Liabilities which were (i) resulting from conditions disclosed in the Environmental Audit, and (ii) caused by the acts or negligent failures to act of LesseeLessor. (d) If any Proceeding is brought against any Indemnified Party in respect of an Environmental Liability with respect to which such Indemnified Party may claim indemnification under either Subsection 8.3(b) or (c), hereunder the Indemnifying Party, upon request, shall at its sole expense resist and defend such Proceeding, or cause the same to be resisted and defended by counsel designated by the Indemnified Party and approved by the Indemnifying Party, which approval shall not be unreasonably withheld or delayedwithheld; provided, however, that such approval shall not be required Lease Agreement Ashford TRS Corporation in the case of defense by counsel designated by any insurance company undertaking such defense pursuant to any applicable policy of insurance. Each Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel will be at the sole expense of such Indemnified Party unless such counsel has been approved by the Indemnifying Party, which approval shall not be unreasonably withheld or delayedwithheld. The Indemnifying Party shall not be liable for any settlement of any such Proceeding made without its consent, which shall not be unreasonably withheld or delayedwithheld, but if settled with the consent of the Indemnifying Party, or if settled without its consent (if its consent shall be unreasonably withheld or delayedwithheld), or if there be a final, nonappealable judgment for an adversary party in any such Proceeding, the Indemnifying Party shall indemnify and hold harmless the Indemnified Parties from and against any liabilities and loss incurred by such Indemnified Parties by reason of such settlement or judgmentjudgement. (e) At any time any Indemnified Party has reason to believe circumstances exist which could reasonably result in an Environmental Liability, upon reasonable prior Notice written notice to Lessee and Manager stating such Indemnified Party’s 's basis for such belief, an Indemnified Party shall be given immediate access to the Leased Property (including, but not limited to, the right to enter upon, investigate, drill ▇▇▇▇▇wells, take soil borings, excavate, monitor, test, cap and use available avail▇▇▇▇ land for the testing of remedial technologies), Lessee’s 's employees, and to all relevant documents and records regarding the matter as to which a responsibility, liability or obligation is asserted or which is the subject of any Proceeding; provided that such access may he be conditioned or restricted as may be reasonably necessary to ensure compliance with law and the safety of personnel and facilities or to protect confidential or privileged information. All Indemnified Parties requesting such immediate access and cooperation shall endeavor to coordinate such efforts to result in as minimal interruption of the operation of the Leased Property as practicable. (f) The indemnification rights and obligations provided for in this Article 8 ARTICLE VIII shall be in addition to any indemnification rights and obligations provided for elsewhere in this Lease. (g) The indemnification rights and obligations provided for in this Article 8 ARTICLE VIII shall survive the termination of this Lease. For purposes of this Section SECTION 8.3, all amounts for which any Indemnified Party seeks indemnification shall be computed net of (a) any actual income tax benefit resulting therefrom to such Indemnified Party, (b) any insurance proceeds received (net of tax effects) with respect thereto, and (c) any amounts recovered (net of tax effects) from any third parties based on claims the Indemnified Party has against such third parties which reduce the damages that would otherwise be sustained; provided that in all cases, the timing of the receipt or realization of insurance proceeds or income tax benefits or recoveries from third parties shall be taken into account in determining the amount of reduction of damages. Each Indemnified Party agrees to use its reasonable efforts to pursue, or assign to Lessee or Lessor, as the case may be, any claims or rights it may have against any third party that which would materially reduce the amount of damages otherwise incurred by such Indemnified Party. Notwithstanding anything to the contrary contained in this Lease, if Lessor shall become entitled to the possession of the Leased Property by virtue of the termination of the Lease or repossession of the Leased Property, then Lessor may assign its indemnification rights under this Section 8.3 (but not any other rights under this Section 8.3) to any Person to whom Lessor subsequently transfers the Leased Property, subject to the following conditions and limitations, each of which shall be deemed to be incorporated into the terms of such assignment, whether or not specifically referred to therein: (i) The indemnification rights referred to in this section may be assigned only if a known Environmental Liability then exists or if a Proceeding is then pending or, to the knowledge of Lessee or Lessor, then threatened with respect to the Leased Property; (ii) Such indemnification rights shall be limited to Environmental Liabilities relating to or specifically affecting the Leased Property; and (iii) Any assignment of such indemnification rights shall be limited to the immediate transferee of Lessor, and shall not extend to any such transferee’s successors or assigns.Lease Agreement Ashford TRS Corporation

Environmental Covenants. Lessor and Lessee (in addition to, and not in diminution of, Lessee’s covenants and undertakings in Sections 8.1 and 8.2 hereof) covenant and agree as followsBorrower shall: (a) At keep any property either owned or operated by Borrower free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens; (b) comply, in all times hereafter until material respect, with Environmental Laws and provide to Silicon documentation of such compliance which Silicon reasonably requests; (c) promptly notify Silicon of any release of a Contaminant in any reportable quantity from or onto property owned or operated by Borrower and take any Remedial Actions required to ▇▇▇▇▇ said release or otherwise to come into compliance with applicable Environmental Law; (d) promptly provide Silicon with written notice within 10 days of the later receipt of any of the following: (i) such time as all liabilitiesnotice that an Environmental Lien has been filed against any of the real or personal property of Borrower, duties or obligations of Lessee to Lessor under the Lease have been satisfied in full and (ii) such time as Lessee completely vacates commencement of any Environmental Action or notice that an Environmental Action will be filed against Borrower, and (iii) notice of a violation, citation, or other administrative order which reasonably could be expected to result in a Material Adverse Effect; (e) ensure that any Contaminant brought onto, stored or used by any Person on any lands used in the Leased Property Business shall be transported, used and surrenders possession of stored only in accordance with all applicable laws, regulations, by-laws and other lawful requirements; (f) ensure that the same to Lessor, Lessee shall fully comply lands used in the Business will not be used for storing or using any Contaminant except in compliance with all Environmental Laws applicable and regulations and no use of any lands used in the Business will be allowed which may cause or increase the likelihood of the escape, seepage, leakage, spillage, release or discharge of any Contaminant on, from or under any such lands or into the environment or permit any policy of insurance to be cancelled or cancellable; (g) Borrower shall promptly notify Silicon as soon as it knows of or suspect that any Contaminant (other than in the Leased Property normal course of the Business and in compliance with Environmental Laws) has been brought onto any lands used in the operations thereon. Lessee agrees to give Lessor prompt Notice of (1) all Environmental Liabilities; (2) all pendingBusiness or that there is any actual, threatened or anticipated Proceedingspotential escape, seepage, leakage, spillage, release or discharge of any Contaminant on, from or under the any lands used in the Business or into the environment; (h) Borrower shall otherwise comply in all respects with all Environmental Laws, rules and all notices, demands, requests or investigations, relating to any Environmental Liability regulations affecting or relating to the issuanceBusiness and will assume and perform any and all liabilities and obligations arising under Environmental Laws relating to the Business, revocation or change other property used in the Businesses or for otherwise failing to comply with Environmental Laws including, without limitation, any Environmental Authorization required liability for operation the clean up of the Leased Property; (3) all Releases at, any Contaminant on, in, under or in any way affecting emanating from the Leased PropertyBusiness, or any Release known by Lessee at, on, in or under any property adjacent to the Leased Property; and (4) all facts, events or conditions that could reasonably lead to the occurrence of any of the above-referenced matters. (b) Lessor hereby agrees to defend, indemnify and save harmless any and all Lessee Indemnified Parties from and against any and all Environmental Liabilities other than (i) Environmental Liabilities resulting from conditions disclosed in any environmental audit obtained by Lessor and provided to Lessee prior to the execution of this Lease (the “Environmental Audit”), and (ii) Environmental Liabilities which were caused by the acts or negligent failures to act of Lessee. (c) Lessee hereby agrees to defend, indemnify and save harmless any and all Lessor Indemnified Parties from and against any and all Environmental Liabilities which were (i) resulting from conditions disclosed lands used in the Environmental Audit, and (ii) caused by the acts or negligent failures to act of Lessee. (d) If any Proceeding is brought against any Indemnified Party in respect of an Environmental Liability with respect to which such Indemnified Party may claim indemnification under either Subsection 8.3(b) or (c), the Indemnifying Party, upon request, shall at its sole expense resist and defend such Proceeding, or cause the same to be resisted and defended by counsel designated by the Indemnified Party and approved by the Indemnifying Party, which approval shall not be unreasonably withheld or delayedBusiness; provided, however, that such approval shall not be required in the case of defense by counsel designated by any insurance company undertaking such defense pursuant to any applicable policy of insurance. Each Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel will be at the sole expense of such Indemnified Party unless such counsel has been approved by the Indemnifying Party, which approval shall not be unreasonably withheld or delayed. The Indemnifying Party shall not be liable for any settlement of any such Proceeding made without its consent, which shall not be unreasonably withheld or delayed, but if settled with the consent of the Indemnifying Party, or if settled without its consent (if its consent shall be unreasonably withheld or delayed), or if there be a final, nonappealable judgment for an adversary party in any such Proceeding, the Indemnifying Party shall indemnify and hold harmless the Indemnified Parties from and against any liabilities and loss incurred by such Indemnified Parties by reason of such settlement or judgment. (e) At any time any Indemnified Party has reason to believe circumstances exist which could reasonably result in an Environmental Liability, upon reasonable prior Notice to Lessee and Manager stating such Indemnified Party’s basis for such belief, an Indemnified Party shall be given immediate access to the Leased Property (including, but not limited to, the right to enter upon, investigate, drill ▇▇▇▇▇, take soil borings, excavate, monitor, test, cap and use available land for the testing of remedial technologies), Lessee’s employees, and to all relevant documents and records regarding the matter as to which a responsibility, liability or obligation is asserted or which is the subject of any Proceeding; provided that such access may he conditioned or restricted as may be reasonably necessary to ensure compliance with law and the safety of personnel and facilities or to protect confidential or privileged information. All Indemnified Parties requesting such immediate access and cooperation shall endeavor to coordinate such efforts to result in as minimal interruption of the operation of the Leased Property as practicable. (f) The indemnification rights and obligations provided for in this Article 8 shall be in addition to any indemnification rights and obligations provided for elsewhere in this Lease. (g) The indemnification rights and obligations provided for in this Article 8 shall survive the termination of this Lease. For purposes of this Section 8.3, all amounts for which any Indemnified Party seeks indemnification shall be computed net of (a) any actual income tax benefit resulting therefrom to such Indemnified Party, (b) any insurance proceeds received (net of tax effects) with respect thereto, and (c) any amounts recovered (net of tax effects) from any third parties based on claims the Indemnified Party has against such third parties which reduce the damages that would otherwise be sustained; provided that in all cases, the timing of the receipt or realization of insurance proceeds or income tax benefits or recoveries from third parties shall be taken into account in determining the amount of reduction of damages. Each Indemnified Party agrees to use its reasonable efforts to pursue, or assign to Lessee or Lessor, as the case may be, any claims or rights it may have against any third party that would materially reduce the amount of damages otherwise incurred by such Indemnified Party. Notwithstanding anything to the contrary contained in this Lease, if Lessor shall become entitled to the possession of the Leased Property by virtue of the termination of the Lease or repossession of the Leased Property, then Lessor may assign its indemnification rights under this Section 8.3 (but not any other rights under this Section 8.3) to any Person to whom Lessor subsequently transfers the Leased Property, subject to the following conditions and limitations, each of which shall be deemed to be incorporated into the terms of such assignment, whether or not specifically referred to therein:and (i) The indemnification rights referred to in this section may be assigned only if a known Environmental Liability then exists or if a Proceeding is then pending orBorrower shall, to the knowledge of Lessee or Lessorat their expense, then threatened furnish such information and such environmental audits and studies with respect to the Leased Property; (ii) Such indemnification rights Business as Silicon may reasonably request from time to time, such audits or studies to be prepared by an engineer or environmental consultant reasonably satisfactory to Silicon; without limiting the generality of the foregoing Borrower shall be limited to Environmental Liabilities relating to or specifically affecting the Leased Property; and (iii) Any assignment of such indemnification rights shall be limited permit Silicon and its agents access to the immediate transferee lands used in the Business at all reasonable times for the purpose of Lessor, and shall not extend conducting such environmental assessments as Silicon may require from time to any such transferee’s successors or assignstime.

Environmental Covenants. Lessor and Lessee (in addition to, and not in diminution of, Lessee’s covenants and undertakings in Sections 8.1 and 8.2 hereof) additionally covenant and agree as follows: (a) At all times hereafter until the later of (i) such time as all liabilities, duties or obligations of Lessee to Lessor under the Lease have been satisfied in full and (ii) such time as Lessee completely vacates the Leased Property and surrenders possession of the same to Lessor, Lessee shall fully comply with all Environmental Laws applicable to the Leased Property and the operations thereon. Lessee agrees to give Lessor prompt Notice of (1) all Environmental Liabilities; (2) all pending, threatened or anticipated Proceedings, and all notices, demands, requests or investigations, relating to any Environmental Liability or relating to the issuance, revocation or change in any Environmental Authorization required for operation of the Leased Property; (3) all Releases at, on, in, under or in any way affecting the Leased Property, or any Release known by Lessee at, on, in or under any property adjacent to the Leased Property; and (4) all facts, events or conditions that could reasonably lead to the occurrence of any of the above-referenced matters. (b) Lessor hereby agrees to defend, indemnify and save harmless any and all Lessee Indemnified Parties from and against any and all Environmental Liabilities other than (i) Environmental Liabilities resulting from conditions disclosed in any environmental audit obtained by Lessor and provided to Lessee prior to the execution of this Lease (the “Environmental Audit”), and (ii) Environmental Liabilities which were caused by the acts or grossly negligent failures to act of Lessee. (c) Lessee hereby agrees to defend, indemnify and save harmless any and all Lessor Indemnified Parties from and against any and all Environmental Liabilities which were (i) resulting from conditions disclosed in the Environmental Audit, and (ii) caused by the acts or grossly negligent failures to act of Lessee. (d) If any Proceeding is brought against any Indemnified Party in respect of an Environmental Liability with respect to which such Indemnified Party may claim indemnification under either Subsection 8.3(b) or (c), the Indemnifying Party, upon request, shall at its sole expense resist and defend such Proceeding, or cause the same to be resisted and defended by counsel designated by the Indemnified Party and approved by the Indemnifying Party, which approval shall not be unreasonably withheld or delayed; provided, however, that such approval shall not be required in the case of defense by counsel designated by any insurance company undertaking such defense pursuant to any applicable policy of insurance. Each Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel will be at the sole expense of such Indemnified Party unless such counsel has been approved by the Indemnifying Party, which approval shall not be unreasonably withheld or delayed. The Indemnifying Party shall not be liable for any settlement of any such Proceeding made without its consent, which shall not be unreasonably withheld or delayed, but if settled with the consent of the Indemnifying Party, or if settled without its consent (if its consent shall be unreasonably withheld or delayed), or if there be a final, nonappealable judgment for an adversary party in any such Proceeding, the Indemnifying Party shall indemnify and hold harmless the Indemnified Parties from and against any liabilities and loss incurred by such Indemnified Parties by reason of such settlement or judgment. (e) At any time any Indemnified Party has reason to believe circumstances exist which could reasonably result in an Environmental Liability, upon reasonable prior Notice to Lessee and Manager stating such Indemnified Party’s basis for such belief, an Indemnified Party shall be given immediate access to the Leased Property (including, but not limited to, the right to enter upon, investigate, drill ▇w▇▇▇▇, take soil borings, excavate, monitor, test, cap and use available land for the testing of remedial technologies), Lessee’s employees, and to all relevant documents and records regarding the matter as to which a responsibility, liability or obligation is asserted or which is the subject of any Proceeding; provided that such access may he be conditioned or restricted as may be reasonably necessary to ensure compliance with law and the safety of personnel and facilities or to protect confidential or privileged information. All Indemnified Parties requesting such immediate access and cooperation shall endeavor to coordinate such efforts to result in as minimal interruption of the operation of the Leased Property as practicable. (f) The indemnification rights and obligations provided for in this Article 8 shall be in addition to any indemnification rights and obligations provided for elsewhere in this Lease. (g) The indemnification rights and obligations provided for in this Article 8 shall survive the termination of this Lease. For purposes of this Section 8.3, all amounts for which any Indemnified Party seeks indemnification shall be computed net of (a) any actual income tax benefit resulting therefrom to such Indemnified Party, (b) any insurance proceeds received (net of tax effects) with respect thereto, and (c) any amounts recovered (net of tax effects) from any third parties based on claims the Indemnified Party has against such third parties which reduce the damages that would otherwise be sustained; provided that in all cases, the timing of the receipt or realization of insurance proceeds or income tax benefits or recoveries from third parties shall be taken into account in determining the amount of reduction of damages. Each Indemnified Party agrees to use its reasonable efforts to pursue, or assign to Lessee or Lessor, as the case may be, any claims or rights it may have against any third party that would materially reduce the amount of damages otherwise incurred by such Indemnified Party. Notwithstanding anything to the contrary contained in this Lease, if Lessor shall become entitled to the possession of the Leased Property by virtue of the termination of the Lease or repossession of the Leased Property, then Lessor may assign its indemnification rights under this Section 8.3 (but not any other rights under this Section 8.3) to any Person to whom Lessor subsequently transfers the Leased Property, subject to the following conditions and limitations, each of which shall be deemed to be incorporated into the terms of such assignment, whether or not specifically referred to therein: (i) The indemnification rights referred to in this section may be assigned only if a known Environmental Liability then exists or if a Proceeding is then pending or, to the knowledge of Lessee or Lessor, then threatened with respect to the Leased Property; (ii) Such indemnification rights shall be limited to Environmental Liabilities relating to or specifically affecting the Leased Property; and (iii) Any assignment of such indemnification rights shall be limited to the immediate transferee of Lessor, and shall not extend to any such transferee’s successors or assigns.

Environmental Covenants. Lessor and Lessee (in addition to, and not in diminution of, Lessee’s covenants and undertakings in Sections 8.1 and 8.2 hereof) covenant and agree as follows: (a) At all times hereafter until the later of Borrower covenants and agrees that it shall and it shall cause Mortgage Borrower to ensure that: (i) such time as all liabilities, duties uses and operations on or obligations of Lessee to Lessor under the Lease have been satisfied in full and (ii) such time as Lessee completely vacates the Leased Property and surrenders possession of the same to LessorProperty, Lessee whether by Borrower or any other Person, shall fully comply be in material compliance with all Environmental Laws and permits issued pursuant thereto except to the extent that (A) any Environmental Law or order or directive of a Governmental Authority with respect thereto is being contested in good faith by appropriate proceedings and the pendency of such proceedings could not be reasonably expected to have a material adverse effect on the condition (financial or otherwise) or business of Borrower, Mortgage Borrower, Operating Lessee, Mezzanine A Borrower or the condition or ownership of the Pledged Collateral, Mezzanine A Pledged Collateral or the Property or (B) Borrower has determined in good faith that contesting the same is not in the best interests of Borrower and the failure to contest the same could not be reasonably expected to have a material adverse effect on the condition (financial or otherwise) or business of Borrower, Mortgage Borrower, Operating Lessee, Mezzanine A Borrower or the condition or ownership of the Pledged Collateral, Mezzanine A Pledged Collateral or the Property; (ii) Borrower shall cause, and shall use commercially reasonably efforts to ensure that no Person causes any Releases of Hazardous Substances in, on, under or from the Property except those that are both (A) in compliance with all Environmental Laws and with permits issues pursuant thereto and (B) fully disclosed to Lender in writing; (iii) Borrower shall place no and shall use commercially reasonable efforts to ensure no other Person places Hazardous Substances in, on, or under the Property, except those that are (A) in compliance with all Environmental Laws and with permits issued pursuant thereto (to the extent such permits are required by Environmental Law), (B) de-minimis amounts necessary to operate the Property for the purposes set forth in the Mortgage Loan Agreement which will not result in an environmental condition in, on or under the Property and which are otherwise permitted under and used in compliance with Environmental Law or (C) fully disclosed to Lender in writing; (iv) Borrower shall, and shall cause Mortgage Borrower and Operating Lessee to, keep the Property free and clear of all liens and other encumbrances imposed pursuant to any Environmental Law, due to any act or omission of Borrower (the “Environmental Liens”) and shall use commercially reasonable efforts to keep the Property free and clear from any Environmental Liens due to any act or omission of any other Person; (v) Borrower shall, and shall cause Mortgage Borrower and Operating Lessee to, at its sole cost and expense, fully and expeditiously cooperate in all activities pursuant to subsection (b) below, including but not limited to providing all relevant information and making knowledgeable persons available for interviews at reasonable times upon reasonable notice; (vi) Borrower shall, at its sole cost and expense, comply with all reasonable written requests of Lender made in the event that Lender has reason to believe that an environmental hazard exists on the Property to (A) reasonably effectuate Remediation of any Release of a Hazardous Substance) in, on, under or from the Property to the extent required under Environmental Law; (B) comply with any Environmental Law; (C) comply with any directive from any Governmental Authority; and (D) take any other reasonable action necessary or appropriate for protection of human health or the environment; (vii) Borrower shall not, nor cause or permit Mortgage Borrower or Operating Lessee to, do and shall use commercially reasonable efforts not to allow any Tenant or other user of the Property to do any act relating to environmental matters that materially increases the dangers to human health or the environment, poses an unreasonable risk of harm to any Person (whether on or off the Property), impairs or may impair the value of the Property, is contrary to any requirement of any insurer, constitutes a public or private nuisance, constitutes waste, or violates any covenant, condition, agreement or easement applicable to the Leased Property Property; and the operations thereon. Lessee agrees to give Lessor prompt Notice (viii) Borrower shall notify Lender in writing promptly upon Borrower obtaining knowledge of (1A) all Environmental Liabilitiesany presence or Releases or threatened Releases of Hazardous Substances in, on, under, from or migrating towards the Property; (2B) all pendingany non-compliance with any Environmental Laws related in any way to the Property; (C) any actual or potential Environmental Lien; (D) any required or proposed Remediation of environmental conditions relating to the Property; and (E) any written notice to Borrower from any source whatsoever (including but not limited to a Governmental Authority) relating in any way to the release or potential release of Hazardous Substances or Remediation thereof, threatened or anticipated Proceedings, and all notices, demands, requests or investigations, relating likely to result in liability of any Person pursuant to any Environmental Liability or relating to Law, other environmental conditions in connection with the issuance, revocation or change in any Environmental Authorization required for operation of the Leased Property; (3) all Releases at, on, in, under or in any way affecting the Leased Property, or any Release known by Lessee at, on, actual or potential administrative or judicial proceedings in or under any property adjacent connection with anything referred to the Leased Property; and (4) all facts, events or conditions that could reasonably lead to the occurrence of any of the above-referenced mattersin this Section 5.1.19. (b) Lessor hereby agrees In the event that Lender has a reasonable basis to defendbelieve that an environmental hazard exists on the Property that, indemnify in Lender’s sole discretion, endangers any Tenants or other occupants of the Property or their guests or the general public or materially and save harmless any and all Lessee Indemnified Parties adversely affects the value of the Property, upon reasonable notice from and against any and all Environmental Liabilities other than Lender, (i) Environmental Liabilities resulting from conditions disclosed in any environmental audit obtained by Lessor and provided to Lessee prior Borrower shall (subject to the execution rights of this Lease Tenants under Leases), at Borrower’s expense, promptly cause an engineer or consultant reasonably satisfactory to Lender to conduct an environmental assessment or audit (the “Environmental Audit”)scope of which shall be determined in Lender’s reasonable discretion) and take any samples of soil, groundwater or other water, air, or building materials or any other invasive testing requested by Lender and promptly deliver to Lender the results of any such assessment, audit, sampling or other testing, and (ii) Environmental Liabilities which were caused Lender and any other Person designated by Lender, including but not limited to any receiver, any representative of a Governmental Authority, and any environmental consultant, shall have the acts or negligent failures right, but not the obligation, to act of Lessee. (c) Lessee hereby agrees enter upon the Property at all reasonable times, and upon reasonable prior notice to defendBorrower, indemnify and save harmless to assess any and all Lessor Indemnified Parties from aspects of the environmental condition of the Property and against any and all Environmental Liabilities which were (i) resulting from conditions disclosed in the Environmental Audit, and (ii) caused by the acts or negligent failures to act of Lessee. (d) If any Proceeding is brought against any Indemnified Party in respect of an Environmental Liability its use with respect to which such Indemnified Party may claim indemnification under either Subsection 8.3(b) or (c)environmental hazard, the Indemnifying Party, upon request, shall at its sole expense resist and defend such Proceeding, or cause the same to be resisted and defended by counsel designated by the Indemnified Party and approved by the Indemnifying Party, which approval shall not be unreasonably withheld or delayed; provided, however, that such approval shall not be required in the case of defense by counsel designated by any insurance company undertaking such defense pursuant to any applicable policy of insurance. Each Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel will be at the sole expense of such Indemnified Party unless such counsel has been approved by the Indemnifying Party, which approval shall not be unreasonably withheld or delayed. The Indemnifying Party shall not be liable for any settlement of any such Proceeding made without its consent, which shall not be unreasonably withheld or delayed, but if settled with the consent of the Indemnifying Party, or if settled without its consent (if its consent shall be unreasonably withheld or delayed), or if there be a final, nonappealable judgment for an adversary party in any such Proceeding, the Indemnifying Party shall indemnify and hold harmless the Indemnified Parties from and against any liabilities and loss incurred by such Indemnified Parties by reason of such settlement or judgment. (e) At any time any Indemnified Party has reason to believe circumstances exist which could reasonably result in an Environmental Liability, upon reasonable prior Notice to Lessee and Manager stating such Indemnified Party’s basis for such belief, an Indemnified Party shall be given immediate access to the Leased Property (including, including but not limited to, to conducting any environmental assessment or audit (the right to enter upon, investigate, drill ▇▇▇▇▇, take soil borings, excavate, monitor, test, cap and use available land for the testing of remedial technologies), Lessee’s employees, and to all relevant documents and records regarding the matter as to which a responsibility, liability or obligation is asserted or which is the subject of any Proceeding; provided that such access may he conditioned or restricted as may be reasonably necessary to ensure compliance with law and the safety of personnel and facilities or to protect confidential or privileged information. All Indemnified Parties requesting such immediate access and cooperation shall endeavor to coordinate such efforts to result in as minimal interruption of the operation of the Leased Property as practicable. (f) The indemnification rights and obligations provided for in this Article 8 shall be in addition to any indemnification rights and obligations provided for elsewhere in this Lease. (g) The indemnification rights and obligations provided for in this Article 8 shall survive the termination of this Lease. For purposes of this Section 8.3, all amounts for which any Indemnified Party seeks indemnification shall be computed net of (a) any actual income tax benefit resulting therefrom to such Indemnified Party, (b) any insurance proceeds received (net of tax effects) with respect thereto, and (c) any amounts recovered (net of tax effects) from any third parties based on claims the Indemnified Party has against such third parties which reduce the damages that would otherwise be sustained; provided that in all cases, the timing of the receipt or realization of insurance proceeds or income tax benefits or recoveries from third parties shall be taken into account in determining the amount of reduction of damages. Each Indemnified Party agrees to use its reasonable efforts to pursue, or assign to Lessee or Lessor, as the case may be, any claims or rights it may have against any third party that would materially reduce the amount of damages otherwise incurred by such Indemnified Party. Notwithstanding anything to the contrary contained in this Lease, if Lessor shall become entitled to the possession of the Leased Property by virtue of the termination of the Lease or repossession of the Leased Property, then Lessor may assign its indemnification rights under this Section 8.3 (but not any other rights under this Section 8.3) to any Person to whom Lessor subsequently transfers the Leased Property, subject to the following conditions and limitations, each scope of which shall be deemed to be incorporated into the terms determined in Lender’s reasonable discretion) and taking samples of soil, groundwater or other water, air, or building materials, and reasonably conducting other invasive testing. Borrower shall and shall cause Mortgage Borrower or Operating Lessee to, cooperate with and provide Lender and any such assignment, whether or not specifically referred to therein: (i) The indemnification rights referred to in this section may be assigned only if a known Environmental Liability then exists or if a Proceeding is then pending or, Person designated by Lender with access to the knowledge of Lessee or Lessor, then threatened with respect to the Leased Property; (ii) Such indemnification rights shall be limited to Environmental Liabilities relating to or specifically affecting the Leased Property; and (iii) Any assignment of such indemnification rights shall be limited to the immediate transferee of Lessor, and shall not extend to any such transferee’s successors or assigns.

Environmental Covenants. Lessor and Lessee (in addition to, and not in diminution definition of, Lessee’s 's covenants and undertakings in Sections 8.1 and 8.2 hereof) covenant and agree as follows: (a) At all times hereafter during the Term and until the later of (i) such time as all liabilities, duties or obligations of Lessee to Lessor under the Lease have been satisfied in full and (ii) such time as Lessee completely vacates the Leased Property and surrenders possession of the same to Lessor, Lessee shall fully comply in all material respects with all Environmental Laws applicable to the Leased Property and the operations thereonthereon during such time. Lessee agrees to give Lessor and Lessor agrees to give Lessee prompt Notice of each of the following of which it has actual knowledge, to-wit: (1A) all Environmental Liabilities; , (2B) all pending, threatened or anticipated Proceedings, and all notices, demands, requests or investigations, relating to any Environmental Liability or relating to the issuance, revocation or change in any Environmental Authorization required for operation of the Leased Property; and (3C) all Releases at, on, in, under or in any way affecting the Leased Property, or any Release known by Lessee at, on, in or under any property adjacent to the Leased Property; and (4) all facts, events or conditions that could reasonably lead to the occurrence of any of the above-referenced matters. (b) Lessor hereby agrees to defend, indemnify and save harmless any and all Lessee Indemnified Parties from and against any and all Environmental Liabilities other than (i) Environmental Liabilities resulting from conditions disclosed in any environmental audit obtained by Lessor and provided to Lessee prior to the execution of this Lease (the “Environmental Audit”), and (ii) Environmental Liabilities which were caused by the acts or grossly negligent failures to act of Lessee. (c) Lessee hereby agrees to defend, indemnify and save harmless any and all Lessor Indemnified Parties from and against any and all Environmental Liabilities which were (i) resulting from conditions disclosed in the Environmental Audit, and (ii) caused by the acts or negligent grossly negligence failures to act of Lessee. (d) If any Proceeding is brought against any Indemnified Party in respect of an Environmental Liability with respect to which such Indemnified Party may claim indemnification under either Subsection Section 8.3(b) or (c), the Indemnifying Party, upon request, shall at its sole expense resist and defend such Proceeding, or cause the same to be resisted and defended by counsel designated by the Indemnified Party and approved by the Indemnifying Party, which approval shall not be unreasonably withheld or delayed; provided, however, that such approval shall not be required in the case of defense by counsel designated by any insurance company undertaking such defense pursuant to any applicable policy of insurance. Each Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel will be at the sole expense of such Indemnified Party unless such counsel has been approved by the Indemnifying Party, which approval shall not be unreasonably withheld or delayed. The Indemnifying Party shall not be liable for any settlement of any such Proceeding made without its consent, which shall not be unreasonably withheld or delayed, but if settled with the consent of the Indemnifying Party, or if settled without its consent (if its consent shall be unreasonably withheld or delayed), or if there be a final, nonappealable judgment for an adversary party in any such Proceeding, the Indemnifying Party shall indemnify and hold harmless the Indemnified Parties from and against any liabilities and loss incurred by such Indemnified Parties by reason of such settlement or judgmentjudgement. (e) At any time any Indemnified Party has reason to believe circumstances exist which could reasonably result in an Environmental Liability, upon reasonable prior Notice to Lessee and Manager stating such Indemnified Party’s 's basis for such belief, an Indemnified Party shall be given immediate access to the Leased Property (including, but not limited towithout limitation, the right to enter upon, investigate, drill well▇, ▇▇▇▇▇, take ke soil borings, excavate, monitor, test, cap and use available land for the testing of remedial technologies), Lessee’s employees, 's employees and to all relevant documents and records regarding the matter as to which a responsibility, liability or obligation is asserted or which is the subject of any Proceeding; provided that such access may he be conditioned or restricted as may be reasonably necessary to ensure compliance with law and the safety of personnel and facilities or to protect confidential or privileged information. All Indemnified Parties requesting such immediate access and cooperation shall endeavor to coordinate such efforts to result in as minimal interruption of the operation of the Leased Property as practicable. (f) The indemnification rights and obligations provided for in this Article 8 VIII shall be in addition to any indemnification rights and obligations provided for elsewhere in this Lease. (g) The indemnification rights and obligations provided for in this Article 8 VIII shall survive the termination of this Lease. For purposes of this Section 8.3, all amounts for which any Indemnified Party seeks indemnification shall be computed net of (ai) any actual income tax benefit resulting therefrom to such Indemnified Party, (bii) any insurance proceeds received (net of tax effects) with respect thereto, and (ciii) any amounts recovered (net of tax effects) from any third parties based on claims the Indemnified Party has against such third parties which reduce the damages that would otherwise be sustained; provided that in all cases, the timing of the receipt or realization of insurance proceeds or income tax benefits or recoveries from third parties shall be taken into account in determining the amount of reduction of damages. Each Indemnified Party agrees to use its reasonable efforts to pursue, or assign to Lessee or Lessor, as the case may be, any claims or rights it may have against any third party that which would materially reduce the amount of damages otherwise incurred by such Indemnified Party. Notwithstanding anything to the contrary contained in this Lease, if Lessor shall become entitled to the possession of the Leased Property by virtue of the termination of the Lease or repossession of the Leased Property, then Lessor may assign its indemnification rights under this Section 8.3 of this Lease (but not any other rights under this Section 8.3hereunder) to any Person to whom Lessor subsequently transfers the Leased Property, subject to the following conditions and limitations, each of which shall be deemed to be incorporated into the terms of such assignment, whether or not specifically referred to therein: (iA) The indemnification rights referred to in this section Section 8.3 may be assigned only if a known Environmental Liability then exists or if a Proceeding is then pending or, to the knowledge of Lessee or Lessor, then threatened with respect to the Leased Property; (iiB) Such indemnification rights shall be limited to Environmental Liabilities relating to or specifically affecting the Leased PropertyProperty during the Term; and (iiiC) Any assignment of such indemnification rights shall be limited to the immediate transferee of Lessor, and shall not extend to any such transferee’s 's successors or assigns.

Environmental Covenants. Lessor and Lessee (in addition to, and not in diminution of, Lessee’s 's covenants and undertakings in Sections 8.1 and 8.2 hereof) covenant and agree as follows: (a) At all times hereafter until the later of (i) such time as all liabilities, duties or obligations of Lessee to the Lessor under the Lease have been satisfied in full and (ii) such time as Lessee completely vacates the Leased Property and surrenders possession of the same to Lessorfull, Lessee shall fully comply with all Environmental Laws applicable to the Leased Property and the operations thereon, subject to the obligations of Lessor with respect to Capital Improvements as set forth in Section 9.1(b) unless caused by the acts or grossly negligent failures to act of Lessee. Lessee agrees to give Lessor prompt Notice written notice of the following, promptly after Lessee receives knowledge thereof: (1) all Environmental Liabilities; ; (2) all pending, threatened or anticipated Proceedings, and all notices, demands, requests or investigations, relating to any Environmental Liability or relating to the issuance, revocation or change in any Environmental Authorization required for operation of the Leased Property; (3) all Releases at, on, in, under or in any way affecting the Leased Property, or any Release known by Lessee at, on, in or under any property adjacent to the Leased Property; and (4) all facts, events or conditions that could reasonably lead to the occurrence of any of the above-referenced matters. (b) Lessor hereby agrees to defend, indemnify and save harmless any and all Lessee Indemnified Parties from and against any and all Environmental Liabilities other than (i) Environmental Liabilities resulting from conditions disclosed in any environmental audit obtained by Lessor and provided to Lessee prior to the execution of this Lease (the “Environmental Audit”), and (ii) Environmental Liabilities which were caused by the acts or grossly negligent failures to act of Lessee. (c) Lessee hereby agrees to defend, indemnify and save harmless any and all Lessor Indemnified Parties from and against any and all Environmental Liabilities which were (i) resulting from conditions disclosed in the Environmental Audit, and (ii) caused by the acts or grossly negligent failures to act of Lessee. (d) If any Proceeding is brought against any Indemnified Party in respect of an Environmental Liability with respect to which such Indemnified Party may claim indemnification under either Subsection Section 8.3(b) or (c), the Indemnifying Party, upon request, shall at its sole expense resist and defend such Proceeding, or cause the same to be resisted and defended by counsel designated by the Indemnified Party and approved by the Indemnifying Party, which approval shall not be unreasonably withheld or delayedwithheld; provided, however, that such approval shall not be required in the case of defense by counsel designated by any insurance company undertaking such defense pursuant to any applicable policy of insurance. Each Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel will be at the sole expense of such Indemnified Party unless such counsel has been approved by the Indemnifying Party, which approval shall not be unreasonably withheld or delayedwithheld. The Indemnifying Party shall not be liable for any settlement of any such Proceeding made without its consent, which shall not be unreasonably withheld or delayedwithheld, but if settled with the consent of the Indemnifying Party, or if settled without its consent (if its consent shall be unreasonably withheld or delayedwithheld), or if there be a final, nonappealable judgment for an adversary party in any such Proceeding, the Indemnifying Party shall indemnify and hold harmless the Indemnified Parties from and against any liabilities and loss incurred by such Indemnified Parties by reason of such settlement or judgmentjudgement. (e) At any time any Indemnified Party has reason to believe circumstances exist which could reasonably result in an Environmental Liability, upon reasonable prior Notice written notice to Lessee and Manager stating such Indemnified Party’s 's basis for such belief, an Indemnified Party shall be given immediate access to the Leased Property (including, but not limited to, the right to enter upon, investigate, drill well▇, ▇▇▇▇▇, take ke soil borings, excavate, monitor, test, cap and use available land for the testing of remedial technologies), Lessee’s 's employees, and to all relevant documents and records regarding the matter as to which a responsibility, liability or obligation is asserted or which is the subject of any Proceeding; provided that such access may he be conditioned or restricted as may be reasonably necessary to ensure compliance with law and the safety of personnel and facilities or to protect confidential or privileged information. All Indemnified Parties requesting such immediate access and cooperation shall endeavor to coordinate such efforts to result in as minimal interruption of the operation of the Leased Property as practicable. (f) The indemnification rights and obligations provided for in this Article 8 VIII shall be in addition to any indemnification rights and obligations provided for elsewhere in this Lease. (g) The indemnification rights and obligations provided for in this Article 8 VIII shall survive the termination of this LeaseAgreement. For purposes of this Section 8.3, all amounts for which any Indemnified Party seeks indemnification shall be computed net of (a) any actual income tax benefit resulting therefrom to such Indemnified Party, (b) any insurance proceeds received (net of tax effects) with respect thereto, and (c) any amounts recovered (net of tax effects) from any third parties based on claims the Indemnified Party has against such third parties which reduce the damages that would otherwise be sustained; provided that in all cases, the timing of the receipt or realization of insurance proceeds or income tax benefits or recoveries from third parties shall be taken into account in determining the amount of reduction of damages. Each Indemnified Party agrees to use its reasonable efforts to pursue, or assign to Lessee or Lessor, as the case may be, any claims or rights it may have against any third party that which would materially reduce the amount of damages otherwise incurred by such Indemnified Party. Notwithstanding anything to the contrary contained in this LeaseAgreement, if Lessor shall become entitled to the possession of the Leased Property by virtue of the termination of the Lease or repossession of the Leased Property, then Lessor may assign its indemnification rights under this Section 8.3 of this Agreement (but not any other rights under this Section 8.3hereunder) to any Person to whom the Lessor subsequently transfers the Leased Property, subject to the following conditions and limitations, each of which shall be deemed to be incorporated into the terms of such assignment, whether or not specifically referred to therein: (i1) The indemnification rights referred to in this section may be assigned only if a known Environmental Liability then exists or if a Proceeding is then pending or, to the knowledge of Lessee or Lessor, then threatened with respect to the Leased Property; (ii2) Such indemnification rights shall be limited to Environmental Liabilities relating to or specifically affecting the Leased Property; and (iii3) Any assignment of such indemnification rights shall be limited to the immediate transferee of Lessor, and shall not extend to any such transferee’s 's successors or assigns.

Environmental Covenants. Lessor and Lessee (in addition to, and not in diminution of, Lessee’s Borrower at all times covenants and undertakings in Sections 8.1 and 8.2 hereof) covenant and agree as followsagrees: (a) At all times hereafter until that it shall not cause or permit the later Premises to be used as a site for the use, generation, manufacture, storage, treatment, release, discharge, disposal, transportation or presence of (i) such time as all liabilitiesany Hazardous Materials, duties or obligations of Lessee that it shall comply and cause the Premises to Lessor under the Lease have been satisfied in full and (ii) such time as Lessee completely vacates the Leased Property and surrenders possession of the same to Lessor, Lessee shall fully comply with all Environmental Laws applicable and that it shall not cause or permit any Hazardous Material to the Leased Property and the operations thereon. Lessee agrees to give Lessor prompt Notice of (1) all Environmental Liabilities; (2) all pending, threatened exist on or anticipated Proceedings, and all notices, demands, requests discharge from any property owned or investigations, relating to any Environmental Liability or relating to the issuance, revocation or change used by Borrower which would result in any Environmental Authorization required for operation of charge or lien upon the Leased Property; (3) all Releases at, on, in, under or in any way affecting the Leased Property, or any Release known by Lessee at, on, in or under any property adjacent to the Leased Property; and (4) all facts, events or conditions that could reasonably lead to the occurrence of any of the above-referenced matters.Premises; (b) Lessor hereby agrees to defend, indemnify and save harmless any and all Lessee Indemnified Parties from and against any and all Environmental Liabilities other than (i) Environmental Liabilities resulting from conditions disclosed in any environmental audit obtained by Lessor and provided to Lessee prior response to the execution presence of this Lease (any Hazardous Materials on, under or about the “Premises, that Borrower shall immediately take, at Borrower's sole expense, all remedial action required by any Environmental Audit”)Laws, including without limitation the development, implementation, maintenance and (ii) completion of an operations and maintenance program with respect to such Hazardous Materials in form and substance acceptable to Lender and to promptly pay any claim and remove any charge or lien upon the Premises due to an Environmental Liabilities which were caused by the acts Activity or negligent failures to act of Lessee.Condition; (c) Lessee hereby agrees to defend, indemnify and save harmless any and all Lessor Indemnified Parties from and against any and all Environmental Liabilities which were immediately notify Lender in writing of: (i) resulting from conditions disclosed in the discovery of any Environmental Audit, and Activity or Condition; (ii) caused any claims or actions pending or threatened against Borrower or the Premises by any governmental entity or agency or any other Person relating to Hazardous Materials or pursuant to the acts Environmental Laws; and (iii) the discovery of any Hazardous Materials on any real property adjoining or negligent failures in the vicinity of the Premises that could cause the Premises or any part thereof to act of Lessee.become contaminated with Hazardous Materials; and (d) If to not change or permit any Proceeding is brought against any Indemnified Party in respect of an Environmental Liability with respect to which such Indemnified Party may claim indemnification under either Subsection 8.3(b) or (c), the Indemnifying Party, upon request, shall at its sole expense resist and defend such Proceeding, or cause the same to be resisted and defended by counsel designated by the Indemnified Party and approved by the Indemnifying Party, which approval shall not be unreasonably withheld or delayed; provided, however, that such approval shall not be required change in the case of defense by counsel designated by any insurance company undertaking such defense pursuant to any applicable policy of insurance. Each Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel will be at the sole expense of such Indemnified Party unless such counsel has been approved by the Indemnifying Party, which approval shall not be unreasonably withheld or delayed. The Indemnifying Party shall not be liable for any settlement of any such Proceeding made without its consent, which shall not be unreasonably withheld or delayed, but if settled with the consent general use of the Indemnifying Party, or if settled Premises without its consent (if its consent shall be unreasonably withheld or delayed), or if there be a final, nonappealable judgment for an adversary party in any such Proceeding, the Indemnifying Party shall indemnify and hold harmless the Indemnified Parties from and against any liabilities and loss incurred by such Indemnified Parties by reason of such settlement or judgment.Lender's prior written consent; and (e) At to conduct any time any Indemnified Party has reason required remediation on the Premises, using one or more contractors selected by Borrower and, at the option of Lender, approved in advance in writing by Lender, in accordance with all applicable Environmental Laws and in a good, safe and workmanlike manner. Borrower shall pay all costs in connection with such investigatory and remedial activities and shall promptly provide to believe circumstances exist which could reasonably result Lender copies of testing reports and results generated in an Environmental Liabilityconnection with such activities. Promptly upon completion of such remediation, upon reasonable prior Notice to Lessee and Manager stating such Indemnified Party’s basis for such belief, an Indemnified Party Borrower shall be given immediate access restore the Premises to the Leased Property (includingmaximum extent possible, but not limited towhich shall include, the right to enter uponwithout limitation, investigate, drill capping of any monitoring ▇▇▇▇▇▇ and the repair of any surface damage, take soil borings, excavate, monitor, test, cap and use available land for the testing of remedial technologies), Lessee’s employeesincluding paving, and to all relevant documents and records regarding the matter as to which a responsibilityrepair, liability restoration or obligation is asserted or which is the subject re-construction of any Proceeding; provided that damaged Improvements caused by such access may he conditioned investigation or restricted as may be reasonably necessary to ensure remediation, all in compliance with law and Environmental Laws. Within thirty (30) days of demand therefor, Borrower shall provide the safety of personnel and facilities or to protect confidential or privileged information. All Indemnified Parties requesting such immediate access and cooperation shall endeavor with a bond, letter of credit or similar financial assurance satisfactory to coordinate such efforts Lender evidencing that the necessary funds are available to result in as minimal interruption of perform the operation of the Leased Property as practicableobligations established by this Article. (f) The indemnification rights and obligations provided for in this Article 8 shall be in addition to any indemnification rights and obligations provided for elsewhere in this Lease. (g) The indemnification rights and obligations provided for in this Article 8 shall survive the termination of this Lease. For purposes of this Section 8.3, all amounts for which any Indemnified Party seeks indemnification shall be computed net of (a) any actual income tax benefit resulting therefrom to such Indemnified Party, (b) any insurance proceeds received (net of tax effects) with respect thereto, and (c) any amounts recovered (net of tax effects) from any third parties based on claims the Indemnified Party has against such third parties which reduce the damages that would otherwise be sustained; provided that in all cases, the timing of the receipt or realization of insurance proceeds or income tax benefits or recoveries from third parties shall be taken into account in determining the amount of reduction of damages. Each Indemnified Party agrees to use its reasonable efforts to pursue, or assign to Lessee or Lessor, as the case may be, any claims or rights it may have against any third party that would materially reduce the amount of damages otherwise incurred by such Indemnified Party. Notwithstanding anything to the contrary contained in this Lease, if Lessor shall become entitled to the possession of the Leased Property by virtue of the termination of the Lease or repossession of the Leased Property, then Lessor may assign its indemnification rights under this Section 8.3 (but not any other rights under this Section 8.3) to any Person to whom Lessor subsequently transfers the Leased Property, subject to the following conditions and limitations, each of which shall be deemed to be incorporated into the terms of such assignment, whether or not specifically referred to therein: (i) The indemnification rights referred to in this section may be assigned only if a known Environmental Liability then exists or if a Proceeding is then pending or, to the knowledge of Lessee or Lessor, then threatened with respect to the Leased Property; (ii) Such indemnification rights shall be limited to Environmental Liabilities relating to or specifically affecting the Leased Property; and (iii) Any assignment of such indemnification rights shall be limited to the immediate transferee of Lessor, and shall not extend to any such transferee’s successors or assigns.

Environmental Covenants. Lessor and Lessee (in addition to, and not in diminution of, Lessee’s 's covenants and undertakings in Sections SECTIONS 8.1 and AND 8.2 hereof) covenant and agree as follows:: ----------------------- Lease Agreement (a) At all times hereafter until the later of (i) such time as all liabilities, duties or obligations of Lessee to the Lessor under the Lease have been satisfied in full and (ii) such time as Lessee completely vacates the Leased Property and surrenders possession of the same to Lessorfull, Lessee shall fully comply with all Environmental Laws applicable to the Leased Property and the operations thereonthereon unless caused by the acts or grossly negligent failures to act of Lessor. Lessee agrees to give Lessor prompt Notice written notice of the following, promptly after Lessee receives knowledge thereof: (1) all Environmental Liabilities; ; (2) all pending, threatened or anticipated Proceedings, and all notices, demands, requests or investigations, relating to any Environmental Liability or relating to the issuance, revocation or change in any Environmental Authorization required for operation of the Leased Property; (3) all Releases at, on, in, under or in any way affecting the Leased Property, or any Release known by Lessee at, on, in or under any property adjacent to the Leased Property; and (4) all facts, events or conditions that could reasonably lead to the occurrence of any of the above-referenced matters. (b) Lessee hereby agrees to defend, indemnify and save harmless any and all Lessor Indemnified Parties from and against any and all Environmental Liabilities except to the extent caused by the willful misconduct or gross negligence of Lessor. (c) Lessor hereby agrees to defend, indemnify and save harmless any and all Lessee Indemnified Parties from and against any and all Environmental Liabilities other than (i) Environmental Liabilities resulting from conditions disclosed in any environmental audit obtained by Lessor and provided to Lessee prior to the execution of this Lease (the “Environmental Audit”), and (ii) Environmental Liabilities which were caused by the acts willful misconduct or negligent failures to act gross negligence of Lessee. (c) Lessee hereby agrees to defend, indemnify and save harmless any and all Lessor Indemnified Parties from and against any and all Environmental Liabilities which were (i) resulting from conditions disclosed in the Environmental Audit, and (ii) caused by the acts or negligent failures to act of LesseeLessor. (d) If any Proceeding is brought against any Indemnified Party in respect of an Environmental Liability with respect to which such Indemnified Party may claim indemnification under either Subsection 8.3(b) or (c), hereunder the Indemnifying Party, upon request, shall at its sole expense resist and defend such Proceeding, or cause the same to be resisted and defended by counsel designated by the Indemnified Party and approved by the Indemnifying Party, which approval shall not be unreasonably withheld or delayedwithheld; provided, however, that such approval shall not be required in the case of defense by counsel designated by any insurance company undertaking such defense pursuant to any applicable policy of insurance. Each Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel will be at the sole expense of such Indemnified Party unless such counsel has been approved by the Indemnifying Party, which approval shall not be unreasonably withheld or delayedwithheld. The Indemnifying Party shall not be liable for any settlement of any such Proceeding made without its consent, which shall not be unreasonably withheld or delayedwithheld, but if settled with the consent of the Indemnifying Party, or if settled without its consent (if its consent shall be unreasonably withheld or delayedwithheld), or if there be a final, nonappealable judgment for an adversary party in any such Proceeding, the Indemnifying Party shall indemnify and hold harmless the Indemnified Parties from and against any liabilities and loss incurred by such Indemnified Parties by reason of such settlement or judgmentjudgement. (e) At any time any Indemnified Party has reason to believe circumstances exist which could reasonably result in an Environmental Liability, upon reasonable prior Notice written notice to Lessee and Manager stating such Indemnified Party’s 's basis for such belief, an Indemnified Party shall be given immediate access to the Leased Property (including, but not limited to, the right to enter upon, investigate, drill ▇▇▇▇▇, take soil borings, excavate, monitor, test, cap and use available land for the testing of remedial technologies), Lessee’s 's employees, and to all relevant documents and records regarding the matter as to which a responsibility, liability or obligation is asserted or ----------------------- Lease Agreement which is the subject of any Proceeding; provided that such access may he be conditioned or restricted as may be reasonably necessary to ensure compliance with law and the safety of personnel and facilities or to protect confidential or privileged information. All Indemnified Parties requesting such immediate access and cooperation shall endeavor to coordinate such efforts to result in as minimal interruption of the operation of the Leased Property as practicable. (f) The indemnification rights and obligations provided for in this Article 8 ARTICLE VIII shall be in addition to any indemnification rights and obligations provided for elsewhere in this Lease. (g) The indemnification rights and obligations provided for in this Article 8 ARTICLE VIII shall survive the termination of this Lease. For purposes of this Section SECTION 8.3, all amounts for which any Indemnified Party seeks indemnification shall be computed net of (a) any actual income tax benefit resulting therefrom to such Indemnified Party, (b) any insurance proceeds received (net of tax effects) with respect thereto, and (c) any amounts recovered (net of tax effects) from any third parties based on claims the Indemnified Party has against such third parties which reduce the damages that would otherwise be sustained; provided that in all cases, the timing of the receipt or realization of insurance proceeds or income tax benefits or recoveries from third parties shall be taken into account in determining the amount of reduction of damages. Each Indemnified Party agrees to use its reasonable efforts to pursue, or assign to Lessee or Lessor, as the case may be, any claims or rights it may have against any third party that which would materially reduce the amount of damages otherwise incurred by such Indemnified Party. Notwithstanding anything to the contrary contained in this Lease, if Lessor shall become entitled to the possession of the Leased Property by virtue of the termination of the Lease or repossession of the Leased Property, then Lessor may assign its indemnification rights under SECTION 8.3 of this Section 8.3 Lease (but not any other rights under this Section 8.3hereunder) to any Person to whom the Lessor subsequently transfers the Leased Property, subject to the following conditions and limitations, each of which shall be deemed to be incorporated into the terms of such assignment, whether or not specifically referred to therein: (i1) The indemnification rights referred to in this section may be assigned only if a known Environmental Liability then exists or if a Proceeding is then pending or, to the knowledge of Lessee or Lessor, then threatened with respect to the Leased Property; (ii2) Such indemnification rights shall be limited to Environmental Liabilities relating to or specifically affecting the Leased Property; and (iii3) Any assignment of such indemnification rights shall be limited to the immediate transferee of Lessor, and shall not extend to any such transferee’s 's successors or assigns.

Environmental Covenants. Lessor and Lessee (in addition to, and not in diminution of, Lessee’s 's covenants and undertakings in Sections 8.1 and 8.2 hereof) covenant and agree as follows: (a) 8.3.1 At all times hereafter until the later of (i) such time as all liabilities, duties or obligations of Lessee to the Lessor under the Lease have been satisfied in full and (ii) such time as Lessee completely vacates the Leased Property and surrenders possession of the same to Lessorfull, Lessee shall fully comply with all Environmental Laws applicable to the Leased Property and the operations thereon. Lessee agrees to give Lessor prompt Notice written notice of (1) all Environmental Liabilities; (2) all pending, threatened or anticipated Proceedings, and all notices, demands, requests or investigations, relating to any Environmental Liability or relating to the issuance, revocation or change in any Environmental Authorization required for operation of the Leased Property; (3) all Releases at, on, in, under or in any way affecting the Leased Property, or any Release known by Lessee at, on, in or under any property adjacent to the Leased Property; and (4) all facts, events or conditions that could reasonably lead to the occurrence of any of the above-referenced matters. (b) 8.3.2 Lessor hereby agrees to defend, indemnify and save hold harmless any and all Lessee Indemnified Parties from and against any and all Environmental Liabilities other than (i) Environmental Liabilities resulting from conditions disclosed in any environmental audit obtained by Lessor and provided to Lessee prior to the execution of this Lease (the “Environmental Audit”), and (ii) Environmental Liabilities which were caused by the grossly negligent acts or grossly negligent failures to act of Lessee. As a condition precedent to the effectiveness of this Lease, the Lessor shall deliver to the Lessee Phase I environmental studies regarding the Leased Property performed by an engineering firm acceptable to Lessee and stating that the Leased Property is in compliance with all applicable Environmental Laws to the satisfaction of Lessee. (c) 8.3.3 Lessee hereby agrees to defend, indemnify and save hold harmless any and all Lessor Indemnified Parties from and against any and all Environmental Liabilities which were (i) resulting from conditions disclosed in the Environmental Audit, and (ii) caused by the acts or grossly negligent failures to act of Lessee. (d) 8.3.4 If any Proceeding is brought against any Indemnified Party in respect of an Environmental Liability with respect to which such Indemnified Party may claim indemnification under either Subsection 8.3(b) Section 8.3.2 or (c)8.3.3, the Indemnifying Party, upon request, shall at its sole expense resist and defend such Proceeding, or cause the same to be resisted and defended by counsel designated by the Indemnified Party and approved by the Indemnifying Party, which approval shall not be unreasonably withheld or delayedwithheld; provided, however, that such approval shall not be required in the case of defense by counsel designated by any insurance company undertaking such defense pursuant to any applicable policy of insurance. Each Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel will be at the sole expense of such Indemnified Party unless such counsel has been approved by the Indemnifying Party, which approval shall not be unreasonably withheld or delayedwithheld. The Indemnifying Party shall not be liable for any settlement of any such Proceeding made without its consent, which shall not be unreasonably withheld or delayedwithheld, but if settled with the consent of the Indemnifying Party, or if settled without its consent (if its consent shall be unreasonably withheld or delayed)withheld, or if there be a final, nonappealable judgment for an adversary party in any such Proceeding, the Indemnifying Party shall indemnify and hold harmless the Indemnified Parties from and against any liabilities and loss incurred by such Indemnified Parties by reason of such settlement or judgment. (e) 8.3.5 At any time any Indemnified Party has reason to believe circumstances exist which could reasonably result in an Environmental Liability, upon reasonable prior Notice written notice to Lessee and Manager stating such Indemnified Party’s 's basis for such belief, an Indemnified Party shall be given immediate access to the Leased Property (including, but not limited to, the right to enter upon, investigate, drill ▇▇▇▇▇, take soil borings, excavate, monitor, test, cap and use available land for the testing of remedial technologies), Lessee’s 's employees, and to all relevant documents and records regarding the matter as to which a responsibility, liability or obligation is asserted or which is the subject of any Proceeding; provided that such access may he be conditioned or restricted as may be reasonably necessary to ensure compliance with law and the safety of personnel and facilities or to protect confidential or privileged information. All Indemnified Parties requesting such immediate access and cooperation shall endeavor to coordinate such efforts to result in as minimal interruption of the operation of the Leased Property as practicable. (f) 8.3.6 The indemnification rights and obligations provided for in this Article Section 8 shall be in addition to any indemnification rights and obligations provided for elsewhere in this Lease. (g) 8.3.7 The indemnification rights and obligations provided for in this Article Section 8 shall survive the termination of this LeaseAgreement. For purposes of this Section 8.3, all amounts for which any Indemnified Party seeks indemnification shall be computed net of (a) any actual income tax benefit resulting therefrom to such Indemnified Party, (b) any insurance proceeds received (net of tax effects) with respect thereto, and (c) any amounts recovered (net of tax effects) from any third parties based on claims the Indemnified Party has against such third parties which reduce the damages that would otherwise be sustained; provided that in all cases, the timing of the receipt or realization of insurance proceeds or income tax benefits or recoveries from third parties shall be taken into account in determining the amount of reduction of damages. Each Indemnified Party agrees to use its reasonable efforts to pursue, or assign to Lessee or Lessor, as the case may be, any claims or rights it may have against any third party that which would materially reduce the amount of damages otherwise incurred by such Indemnified Party. Notwithstanding anything to the contrary contained in this LeaseAgreement, if Lessor shall become entitled to the possession of the Leased Property by virtue of the termination of the Lease or repossession of the Leased Property, then Lessor may assign its indemnification rights under this Section 8.3 of this Agreement (but not any other rights under this Section 8.3hereunder) to any Person to whom the Lessor subsequently transfers the Leased Property, subject to the following conditions and limitations, each of which shall be deemed to be incorporated into the terms of such assignment, whether or not specifically referred to therein: (i1) The indemnification rights referred to in this section Section may be assigned only if a known Environmental Liability then exists or if a Proceeding is then pending or, to the knowledge of Lessee or Lessor, then threatened with respect to the Leased Property; (ii2) Such indemnification rights shall be limited to Environmental Liabilities relating to or specifically affecting the Leased Property; and (iii3) Any assignment of such indemnification rights shall be limited to the immediate transferee of Lessor, and shall not extend to any such transferee’s 's successors or assigns.

Environmental Covenants. Lessor and Lessee (in addition to, and not in diminution of, Lessee’s covenants and undertakings in Sections 8.1 and 8.2 hereof) covenant and agree as follows: (a) At all times hereafter until the later of (i) such time as all liabilities, duties or obligations of Lessee to Lessor under the Lease have been satisfied in full and (ii) such time as Lessee completely vacates the Leased Property and surrenders possession of the same to Lessor, Lessee shall fully comply with all Environmental Laws applicable to the Leased Property and the operations thereon. Lessee agrees to give Lessor prompt Notice of (1) all Environmental Liabilities; (2) all pending, threatened or anticipated Proceedings, and all notices, demands, requests or investigations, relating to any Environmental Liability or relating to the issuance, revocation or change in any Environmental Authorization required for operation of the Leased Property; (3) all Releases at, on, in, under or in any way affecting the Leased Property, or any Release known by Lessee at, on, in or under any property adjacent to the Leased Property; and (4) all facts, events or conditions that could reasonably lead to the occurrence of any of the above-referenced matters. (b) Lessor hereby agrees to defend, indemnify and save harmless any and all Lessee Indemnified Parties from and against any and all Environmental Liabilities other than (i) Environmental Liabilities resulting from conditions disclosed in any environmental audit obtained by Lessor and provided to Lessee prior to the execution of this Lease (the “Environmental Audit”), and (ii) Environmental Liabilities which were caused by the acts or negligent failures to act of Lessee. (c) Lessee hereby agrees to defend, indemnify and save harmless any and all Lessor Indemnified Parties from and against any and all Environmental Liabilities which were (i) resulting from conditions disclosed in the Environmental Audit, and (ii) caused by the acts or negligent failures to act of Lessee. (d) If any Proceeding is brought against any Indemnified Party in respect of an Environmental Liability with respect to which such Indemnified Party may claim indemnification under either Subsection 8.3(b) or (c), the Indemnifying Party, upon request, shall at its sole expense resist and defend such Proceeding, or cause the same to be resisted and defended by counsel designated by the Indemnified Party and approved by the Indemnifying Party, which approval shall not be unreasonably withheld or delayed; provided, however, that such approval shall not be required in the case of defense by counsel designated by any insurance company undertaking such defense pursuant to any applicable policy of insurance. Each Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel will be at the sole expense of such Indemnified Party unless such counsel has been approved by the Indemnifying Party, which approval shall not be unreasonably withheld or delayed. The Indemnifying Party shall not be liable for any settlement of any such Proceeding made without its consent, which shall not be unreasonably withheld or delayed, but if settled with the consent of the Indemnifying Party, or if settled without its consent (if its consent shall be unreasonably withheld or delayed), or if there be a final, nonappealable judgment for an adversary party in any such Proceeding, the Indemnifying Party shall indemnify and hold harmless the Indemnified Parties from and against any liabilities and loss incurred by such Indemnified Parties by reason of such settlement or judgmentjudgement. (e) At any time any Indemnified Party has reason to believe circumstances exist which could reasonably result in an Environmental Liability, upon reasonable prior Notice to Lessee and Manager stating such Indemnified Party’s basis for such belief, an Indemnified Party shall be given immediate access to the Leased Property (including, but not limited to, the right to enter upon, investigate, drill ▇w▇▇▇▇, take soil borings, excavate, monitor, test, cap and use available land for the testing of remedial technologies), Lessee’s employees, and to all relevant documents and records regarding the matter as to which a responsibility, liability or obligation is asserted or which is the subject of any Proceeding; provided that such access may he conditioned or restricted as may be reasonably necessary to ensure compliance with law and the safety of personnel and facilities or to protect confidential or privileged information. All Indemnified Parties requesting such immediate access and cooperation shall endeavor to coordinate such efforts to result in as minimal interruption of the operation of the Leased Property as practicable. (f) The indemnification rights and obligations provided for in this Article 8 shall be in addition to any indemnification rights and obligations provided for elsewhere in this Lease. (g) The indemnification rights and obligations provided for in this Article 8 shall survive the termination of this Lease. For purposes of this Section 8.3, all amounts for which any Indemnified Party seeks indemnification shall be computed net of (a) any actual income tax benefit resulting therefrom to such Indemnified Party, (b) any insurance proceeds received (net of tax effects) with respect thereto, and (c) any amounts recovered (net of tax effects) from any third parties based on claims the Indemnified Party has against such third parties which reduce the damages that would otherwise be sustained; provided that in all cases, the timing of the receipt or realization of insurance proceeds or income tax benefits or recoveries from third parties shall be taken into account in determining the amount of reduction of damages. Each Indemnified Party agrees to use its reasonable efforts to pursue, or assign to Lessee or Lessor, as the case may be, any claims or rights it may have against any third party that which would materially reduce the amount of damages otherwise incurred by such Indemnified Party. Notwithstanding anything to the contrary contained in this Lease, if Lessor shall become entitled to the possession of the Leased Property by virtue of the termination of the Lease or repossession of the Leased Property, then Lessor may assign its indemnification rights under this Section 8.3 (but not any other rights under this Section 8.3) to any Person to whom Lessor subsequently transfers the Leased Property, subject to the following conditions and limitations, each of which shall be deemed to be incorporated into the terms of such assignment, whether or not specifically referred to therein: (i) The indemnification rights referred to in this section may be assigned only if a known Environmental Liability then exists or if a Proceeding is then pending or, to the knowledge of Lessee or Lessor, then threatened with respect to the Leased Property; (ii) Such indemnification rights shall be limited to Environmental Liabilities relating to or specifically affecting the Leased Property; and (iii) Any assignment of such indemnification rights shall be limited to the immediate transferee of Lessor, and shall not extend to any such transferee’s successors or assigns.

Environmental Covenants. Lessor and Lessee (in addition to, and not in diminution of, Lessee’s covenants and undertakings in Sections 8.1 and 8.2 hereof) covenant and agree as follows: (a) At all times hereafter until the later of (i) such time as all liabilities, duties or obligations of Lessee to Lessor under the Lease have been satisfied in full and (ii) such time as Lessee completely vacates the Leased Property and surrenders possession of the same to Lessor, Lessee shall fully comply with all Environmental Laws applicable to the Leased Property and the operations thereon, except to the extent that such compliance would require the remediation of Environmental Liabilities for which Lessee has no indemnity obligations under Section 8.3(c). Lessee agrees to give Lessor prompt Notice written notice of (1) all Environmental Liabilities; (2) all pending, threatened or anticipated Proceedings, and all notices, demands, requests or investigations, relating to any Environmental Liability or relating to the issuance, revocation or change in any Environmental Authorization required for operation of the Leased Property; (3) all Releases at, on, in, under or in any way affecting the Leased Property, or any Release known by Lessee at, on, in or under any property adjacent to the Leased Property; and (4) all facts, events or conditions that could reasonably lead to the occurrence of any of the above-referenced matters. (b) Lessor hereby agrees to defend, indemnify and save harmless any and all Lessee Indemnified Parties from and against any and all Environmental Liabilities other than (i) Environmental Liabilities resulting from conditions disclosed in any environmental audit obtained by Lessor and provided to Lessee prior to the execution of this Lease (the “Environmental Audit”), and (ii) Environmental Liabilities which were extent caused by the grossly negligent acts or negligent failures to act of Lessee. (c) Lessee hereby agrees to defend, indemnify and save harmless any and all Lessor Indemnified Parties from and against any and all Environmental Liabilities which were (i) resulting from conditions disclosed in to the Environmental Audit, and (ii) extent caused by the grossly negligent acts or negligent failures to act of Lessee. (d) If any Proceeding is brought against any Indemnified Party in respect of an Environmental Liability with respect to which such Indemnified Party may claim indemnification under either Subsection Section 8.3(b) or (c), the Indemnifying Party, upon request, shall at its sole expense resist and defend such Proceeding, or cause the same to be resisted and defended by counsel designated by the Indemnified Party and approved by the Indemnifying Party, which approval shall not be unreasonably withheld or delayedwithheld; provided, however, that such approval shall not be required in the case of defense by counsel designated by any insurance company undertaking such defense pursuant to any applicable policy of insurance. Each Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel will be at the sole expense of such Indemnified Party unless such counsel has been approved by the Indemnifying Party, which approval shall not be unreasonably withheld or delayedwithheld. The Indemnifying Party shall not be liable for any settlement of any such Proceeding made without its consent, which shall not be unreasonably withheld or delayedwithheld, but if settled with the consent of the Indemnifying Party, or if settled without its consent (if its consent shall be unreasonably withheld or delayedwithheld), or if there be a final, nonappealable judgment for an adversary party in any such Proceeding, the Indemnifying Party shall indemnify and hold harmless the Indemnified Parties from and against any liabilities and loss incurred by such Indemnified Parties by reason of such settlement or judgmentjudgement. (e) At If at any time any Indemnified Party has reason to believe circumstances exist which could reasonably result in an Environmental Liability, upon reasonable prior Notice written notice to Lessee and Manager stating such Indemnified Party’s basis for such belief, an Indemnified Party shall be given immediate access to the Leased Property (including, but not limited to, the right to enter upon, investigate, drill ▇▇▇▇▇, take soil borings, excavate, monitor, test, cap and use available land for the testing of remedial technologies), Lessee’s employees, and to all relevant documents and records regarding the matter as to which a responsibility, liability or obligation is asserted or which is the subject of any Proceeding; provided that such access may he be conditioned or restricted as may be reasonably necessary to ensure compliance with law and the safety of personnel and facilities or to protect confidential or privileged information. All Indemnified Parties requesting such immediate access and cooperation shall endeavor to coordinate such efforts to result in as minimal interruption of the operation of the Leased Property as practicable. (f) The indemnification rights and obligations provided for in this Article 8 VIII shall be in addition to any indemnification rights and obligations provided for elsewhere in this Lease. (g) The indemnification rights and obligations provided for in this Article 8 VIII shall survive the termination of this Lease. For purposes of this Section 8.3, all amounts for which any Indemnified Party seeks indemnification shall be computed net of (a) any actual income tax benefit resulting therefrom to such Indemnified Party, (b) any insurance proceeds received (net of tax effects) with respect thereto, and (c) any amounts recovered (net of tax effects) from any third parties based on claims the Indemnified Party has against such third parties which reduce the damages that would otherwise be sustained; provided that in all cases, the timing of the receipt or realization of insurance proceeds or income tax benefits or recoveries from third parties shall be taken into account in determining the amount of reduction of damages. Each Indemnified Party agrees to use its reasonable efforts to pursue, or assign to Lessee or Lessor, as the case may be, any claims or rights it may have against any third party that which would materially reduce the amount of damages otherwise incurred by such Indemnified Party. Notwithstanding anything to the contrary contained in this Lease, if Lessor shall become entitled to the possession of the Leased Property by virtue of the termination of the Lease or repossession of the Leased Property, then Lessor may assign its indemnification rights under this Section 8.3 of this Lease (but not any other rights under this Section 8.3hereunder) to any Person to whom Lessor subsequently transfers the Leased Property, subject to the following conditions and limitations, each of which shall be deemed to be incorporated into the terms of such assignment, whether or not specifically referred to therein: (i1) The indemnification rights referred to in this section Section may be assigned only if a known Environmental Liability then exists or if a Proceeding is then pending or, to the knowledge of Lessee or Lessor, then threatened with respect to the Leased Property; (ii2) Such indemnification rights shall be limited to Environmental Liabilities relating to or specifically affecting the Leased Property; and (iii3) Any assignment of such indemnification rights shall be limited to the immediate transferee of Lessor, and shall not extend to any such transferee’s successors or assigns.

Environmental Covenants. Lessor Except for conditions that exist on the date hereof and Lessee (are expressly disclosed in addition toan Environmental Report, and not in diminution of, Lessee’s covenants and undertakings in Sections 8.1 and 8.2 hereof) covenant and agree as follows: (a) At all times hereafter until Borrower covenants and agrees that so long as Mortgage Borrower owns, manages, is in possession of, or otherwise controls the later operation of the Property: (i) such time as all liabilities, duties uses and operations on or obligations of Lessee to Lessor under the Lease have been satisfied in full and (ii) such time as Lessee completely vacates the Leased Property and surrenders possession of the same to LessorProperty, Lessee whether by Borrower, Mortgage Borrower or any other Person, shall fully comply be in compliance with all Environmental Laws applicable and permits issued pursuant thereto; (ii) there shall be no Releases of Hazardous Materials by Borrower, Mortgage Borrower or any Affiliate of Borrower or Mortgage Borrower in, on, under or from the Property and Borrower shall use its commercially reasonable efforts, or cause commercially reasonable efforts to be used, to insure that there shall be no Releases of Hazardous Materials by any Person other than Borrower, Mortgage Borrower or any Affiliate of Borrower or Mortgage Borrower in, on, under or from the Property; (iii) there shall be no Hazardous Materials in, on, or under the Property, except those that are in compliance in all material respects with all Environmental Laws and with permits issued pursuant thereto, if and to the Leased Property and the operations thereon. Lessee agrees to give Lessor prompt Notice of (1) all Environmental Liabilitiesextent required; (2iv) Borrower shall keep, or cause to be kept, the Property free and clear of all pending, threatened or anticipated Proceedings, Liens and all notices, demands, requests or investigations, relating other encumbrances imposed pursuant to any Environmental Liability Law, whether due to any act or relating to the issuanceomission of Borrower, revocation or change in any Environmental Authorization required for operation of the Leased Property; (3) all Releases at, on, in, under or in any way affecting the Leased Property, Mortgage Borrower or any Release known by Lessee at, on, in or under any property adjacent to the Leased Property; and (4) all facts, events or conditions that could reasonably lead to the occurrence of any of the above-referenced matters. (b) Lessor hereby agrees to defend, indemnify and save harmless any and all Lessee Indemnified Parties from and against any and all Environmental Liabilities other than (i) Environmental Liabilities resulting from conditions disclosed in any environmental audit obtained by Lessor and provided to Lessee prior to the execution of this Lease Person (the “Environmental AuditLiens”); (v) Borrower shall, and (ii) Environmental Liabilities which were caused by the acts or negligent failures to act of Lessee. (c) Lessee hereby agrees to defend, indemnify and save harmless any and all Lessor Indemnified Parties from and against any and all Environmental Liabilities which were (i) resulting from conditions disclosed in the Environmental Audit, and (ii) caused by the acts or negligent failures to act of Lessee. (d) If any Proceeding is brought against any Indemnified Party in respect of an Environmental Liability with respect to which such Indemnified Party may claim indemnification under either Subsection 8.3(b) or (c), the Indemnifying Party, upon request, shall at its sole expense resist cost and defend such Proceedingexpense, fully and expeditiously cooperate, and cause Mortgage Borrower to fully and expeditiously cooperate, in all activities pursuant to paragraph (b) below, including but not limited to providing all relevant information and making knowledgeable persons available for interviews; (vi) Borrower shall, at its sole cost and expense, perform, and cause Mortgage Borrower to perform, any environmental site assessment or cause other investigation of environmental conditions in connection with the same to be resisted and defended by counsel designated by the Indemnified Party and approved by the Indemnifying PartyProperty, which approval shall not be unreasonably withheld or delayed; provided, however, that such approval shall not be required in the case of defense by counsel designated by any insurance company undertaking such defense pursuant to any applicable policy reasonable written request of insurance. Each Indemnified Party shall have Lender, upon Lender’s reasonable belief that the right to employ separate counsel Property is not in any such Proceeding full compliance with all Environmental Laws, and to participate in share with Lender the defense reports and other results thereof, but the fees and expenses Lender and other Indemnified Parties shall be entitled to rely on such reports and other results thereof; (vii) Borrower shall, at its sole cost and expense, comply, and cause Mortgage Borrower to comply, with all reasonable written requests of such counsel will be at the sole expense of such Indemnified Party unless such counsel has been approved by the Indemnifying Party, which approval shall not be unreasonably withheld or delayed. The Indemnifying Party shall not be liable for any settlement Lender to reasonably effectuate remediation of any such Proceeding made without its consentHazardous Materials in, which on, under or from the Property in order to comply with any Environmental Law; (viii) Borrower shall not be unreasonably withheld or delayed, but if settled with the consent of the Indemnifying Party, or if settled without its consent (if its consent shall be unreasonably withheld or delayed), or if there be a final, nonappealable judgment for an adversary party in any such Proceeding, the Indemnifying Party shall indemnify and hold harmless the Indemnified Parties from and against any liabilities and loss incurred by such Indemnified Parties by reason of such settlement or judgment. (e) At any time any Indemnified Party has reason to believe circumstances exist which could reasonably result in an Environmental Liability, upon reasonable prior Notice to Lessee and Manager stating such Indemnified Party’s basis for such belief, an Indemnified Party shall be given immediate access to the Leased Property (including, but not limited to, the right to enter upon, investigate, drill ▇▇▇▇▇, take soil borings, excavate, monitor, test, cap and use available land for the testing of remedial technologies), Lessee’s employees, and to all relevant documents and records regarding the matter as to which a responsibility, liability or obligation is asserted or which is the subject of any Proceeding; provided that such access may he conditioned or restricted as may be reasonably necessary to ensure compliance with law and the safety of personnel and facilities or to protect confidential or privileged information. All Indemnified Parties requesting such immediate access and cooperation shall endeavor to coordinate such efforts to result in as minimal interruption of the operation of the Leased Property as practicable. (f) The indemnification rights and obligations provided for in this Article 8 shall be in addition to any indemnification rights and obligations provided for elsewhere in this Lease. (g) The indemnification rights and obligations provided for in this Article 8 shall survive the termination of this Lease. For purposes of this Section 8.3, all amounts for which any Indemnified Party seeks indemnification shall be computed net of (a) any actual income tax benefit resulting therefrom to such Indemnified Party, (b) any insurance proceeds received (net of tax effects) with respect thereto, and (c) any amounts recovered (net of tax effects) from any third parties based on claims the Indemnified Party has against such third parties which reduce the damages that would otherwise be sustained; provided that in all cases, the timing of the receipt or realization of insurance proceeds or income tax benefits or recoveries from third parties shall be taken into account in determining the amount of reduction of damages. Each Indemnified Party agrees to use its reasonable efforts to pursue, or assign to Lessee or Lessor, as the case may be, any claims or rights it may have against any third party that would materially reduce the amount of damages otherwise incurred by such Indemnified Party. Notwithstanding anything to the contrary contained in this Lease, if Lessor shall become entitled to the possession of the Leased Property by virtue of the termination of the Lease or repossession of the Leased Property, then Lessor may assign its indemnification rights under this Section 8.3 (but not any other rights under this Section 8.3) to any Person to whom Lessor subsequently transfers the Leased Property, subject to the following conditions and limitations, each of which shall be deemed to be incorporated into the terms of such assignment, whether or not specifically referred to therein: (i) The indemnification rights referred to in this section may be assigned only if a known Environmental Liability then exists or if a Proceeding is then pending or, to the knowledge of Lessee or Lessor, then threatened with respect to the Leased Property; (ii) Such indemnification rights shall be limited to Environmental Liabilities relating to or specifically affecting the Leased Property; and (iii) Any assignment of such indemnification rights shall be limited to the immediate transferee of Lessor, and shall not extend to any such transferee’s successors or assigns.best efforts,

Environmental Covenants. Lessor and Lessee (in addition to, and not in diminution of, Lessee’s covenants and undertakings in Sections 8.1 and 8.2 hereof) covenant and agree as follows: (a) At all times hereafter until the later of (i) such time as all liabilities, duties or obligations of Lessee to Lessor under the Lease have been satisfied in full and (ii) such time as Lessee completely vacates the Leased Property and surrenders possession of the same to Lessor, Lessee shall fully comply with all Environmental Laws applicable to the Leased Property and the operations thereon. Lessee agrees to give Lessor prompt Notice of (1) all Environmental Liabilities; (2) all pending, threatened or anticipated Proceedings, and all notices, demands, requests or investigations, relating to any Environmental Liability or relating to the issuance, revocation or change in any Environmental Authorization required for operation of the Leased Property; (3) all Releases at, on, in, under or in any way affecting the Leased Property, or any Release known by Lessee at, on, in or under any property adjacent to the Leased Property; and (4) all 4)all facts, events or conditions that could reasonably lead to the occurrence of any of the above-referenced matters. (b) Lessor hereby agrees to defend, indemnify and save harmless any and all Lessee Indemnified Parties from and against any and all Environmental Liabilities other than (i) Environmental Liabilities resulting from conditions disclosed in any environmental audit obtained by Lessor and provided to Lessee prior to the execution of this Lease (the “Environmental Audit”), and (ii) Environmental Liabilities which were caused by the acts or negligent failures to act of Lessee. (c) Lessee hereby agrees to defend, indemnify and save harmless any and all Lessor Indemnified Parties from and against any and all Environmental Liabilities which were (i) resulting from conditions disclosed in the Environmental Audit, and (ii) caused by the acts or negligent failures to act of Lessee. (d) If any Proceeding is brought against any Indemnified Party in respect of an Environmental Liability with respect to which such Indemnified Party may claim indemnification under either Subsection 8.3(b) or (c), the Indemnifying Party, upon request, shall at its sole expense resist and defend such Proceeding, or cause the same to be resisted and defended by counsel designated by the Indemnified Party and approved by the Indemnifying Party, which approval shall not be unreasonably withheld or delayed; provided, however, that such approval shall not be required in the case of defense by counsel designated by any insurance company undertaking such defense pursuant to any applicable policy of insurance. Each Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel will be at the sole expense of such Indemnified Party unless such counsel has been approved by the Indemnifying Party, which approval shall not be unreasonably withheld or delayed. The Indemnifying Party shall not be liable for any settlement of any such Proceeding made without its consent, which shall not be unreasonably withheld or delayed, but if settled with the consent of the Indemnifying Party, or if settled without its consent (if its consent shall be unreasonably withheld or delayed), or if there be a final, nonappealable judgment for an adversary party in any such Proceeding, the Indemnifying Party shall indemnify and hold harmless the Indemnified Parties from and against any liabilities and loss incurred by such Indemnified Parties by reason of such settlement or judgmentjudgement. (e) At any time any Indemnified Party has reason to believe circumstances exist which could reasonably result in an Environmental Liability, upon reasonable prior Notice to Lessee and Manager stating such Indemnified Party’s basis for such belief, an Indemnified Party shall be given immediate access to the Leased Property (including, but not limited to, the right to enter upon, investigate, drill ▇▇▇▇▇, take soil borings, excavate, monitor, test, cap and use available land for the testing of remedial technologies), Lessee’s employees, and to all relevant documents and records regarding the matter as to which a responsibility, liability or obligation is asserted or which is the subject of any Proceeding; provided that such access may he conditioned or restricted as may be reasonably necessary to ensure compliance with law and the safety of personnel and facilities or to protect confidential or privileged information. All Indemnified Parties requesting such immediate access and cooperation shall endeavor to coordinate such efforts to result in as minimal interruption of the operation of the Leased Property as practicable. (f) The indemnification rights and obligations provided for in this Article 8 shall be in addition to any indemnification rights and obligations provided for elsewhere in this Lease. (g) The indemnification rights and obligations provided for in this Article 8 shall survive the termination of this Lease. For purposes of this Section 8.3, all amounts for which any Indemnified Party seeks indemnification shall be computed net of (a) any actual income tax benefit resulting therefrom to such Indemnified Party, (b) any insurance proceeds received (net of tax effects) with respect thereto, and (c) any amounts recovered (net of tax effects) from any third parties based on claims the Indemnified Party has against such third parties which reduce the damages that would otherwise be sustained; provided that in all cases, the timing of the receipt or realization of insurance proceeds or income tax benefits or recoveries from third parties shall be taken into account in determining the amount of reduction of damages. Each Indemnified Party agrees to use its reasonable efforts to pursue, or assign to Lessee or Lessor, as the case may be, any claims or rights it may have against any third party that which would materially reduce the amount of damages otherwise incurred by such Indemnified Party. Notwithstanding anything to the contrary contained in this Lease, if Lessor shall become entitled to the possession of the Leased Property by virtue of the termination of the Lease or repossession of the Leased Property, then Lessor may assign its indemnification rights under this Section 8.3 (but not any other rights under this Section 8.3) to any Person to whom Lessor subsequently transfers the Leased Property, subject to the following conditions and limitations, each of which shall be deemed to be incorporated into the terms of such assignment, whether or not specifically referred to therein: (i) The indemnification rights referred to in this section may be assigned only if a known Environmental Liability then exists or if a Proceeding is then pending or, to the knowledge of Lessee or Lessor, then threatened with respect to the Leased Property; (ii) Such indemnification rights shall be limited to Environmental Liabilities relating to or specifically affecting the Leased Property; and (iii) Any assignment of such indemnification rights shall be limited to the immediate transferee of Lessor, and shall not extend to any such transferee’s successors or assigns.

Environmental Covenants. Lessor and Lessee (in addition The Borrower hereby consents to, and not in diminution of, Lessee’s covenants and undertakings in Sections 8.1 and 8.2 hereof) covenant and agree as follows: (a) At all times hereafter until Not cause, permit or exacerbate any Prohibited Activities or Conditions. The Borrower represents and warrants that it has not at any time caused or permitted any Prohibited Activities or Conditions except as set forth in the later of (i) such time as all liabilitiesEnvironmental Assessment and that no Prohibited Activities or Conditions exist or, duties to Borrower's knowledge, have existed on or obligations of Lessee to Lessor under the Lease have been satisfied in full Premises. The Borrower shall take all appropriate steps to prevent its employees, agents, and (ii) such time as Lessee completely vacates contractors, and any tenants from causing, permitting, or exacerbating any Prohibited Activities or Conditions. The Borrower shall not lease or allow the Leased Property and surrenders possession sublease or use of all or any portion of the same Premises to Lessorany tenant, Lessee shall fully comply with all Environmental Laws applicable to subtenant or user that, in the Leased Property and the operations thereon. Lessee agrees to give Lessor prompt Notice ordinary course of (1) all Environmental Liabilities; (2) all pendingits business, threatened would cause, permit, or anticipated Proceedingsexacerbate any Prohibited Activities or Conditions, and all noticesleases, demands, requests or investigations, relating to any Environmental Liability or subleases and use agreements relating to the issuancePremises shall contain provisions sufficient to ensure that tenants, revocation subtenants and users shall not cause, permit or change in exacerbate any Environmental Authorization required for operation of the Leased Property; (3) all Releases at, on, in, under Prohibited Activities or in any way affecting the Leased Property, or any Release known by Lessee at, on, in or under any property adjacent to the Leased Property; and (4) all facts, events or conditions that could reasonably lead to the occurrence of any of the above-referenced mattersConditions. (b) Lessor hereby agrees Comply in a timely manner with, and cause all employees, agents, and contractors of the Borrower and any other persons present on the Premises to defendso comply with, indemnify and save harmless any and all Lessee Indemnified Parties from and against any and all Environmental Liabilities other than (i) Environmental Liabilities resulting from conditions disclosed any O&M Program now or hereafter in any environmental audit obtained by Lessor and provided to Lessee prior to effect during the execution term of this Lease (the “Environmental Audit”)Loan, and (ii) Environmental Liabilities which were caused by Hazardous Materials Law, so as to minimize any economic loss to the acts or negligent failures to act of Lessee. (c) Lessee hereby agrees to defend, indemnify Premises and save harmless any and all Lessor Indemnified Parties from and against any and all Environmental Liabilities which were (i) resulting from conditions disclosed in the Environmental Audit, and (ii) caused by the acts or negligent failures to act of Lessee. (d) If any Proceeding is brought against any Indemnified Party in respect of Loan. The Borrower shall adopt an Environmental Liability O&M Program with respect to which such Indemnified Party may claim indemnification under either Subsection 8.3(b) any Hazardous Materials identified in any Environmental Assessment or (c), any Governmental Action relating to the Indemnifying Party, upon request, shall at its sole expense resist and defend such ProceedingPremises, or cause the same to be resisted and defended by counsel designated as otherwise reasonably required by the Indemnified Party and approved Lender with respect to the Premises. Any O&M Program shall be performed by a qualified contractor under the supervision of a consulting engineer hired by the Indemnifying Party, Borrower with the prior written approval of the Lender which approval shall not be unreasonably withheld withheld, conditioned or delayed; provided. All costs and expenses of any O&M Program shall be paid by the Borrower, howeverincluding without limitation the charges of such contractors and consulting engineer and the Lender's fees, that such approval shall not be required costs and expenses incurred in connection with the case monitoring and review of defense by counsel designated the O&M Program and the Borrower's performance thereunder. (c) Promptly notify the Lender in writing of: (i) any Governmental Action it becomes aware of, (ii) any claim made or threatened by any insurance company undertaking such defense pursuant third party against the Borrower, the Lender, or the Premises relating to loss or injury resulting from any occurrence or condition on the Premises or any other real property that could require the removal from the Premises of any Hazardous Materials or cause any restrictions on the ownership, occupancy, transferability or use of the Premises under Hazardous Materials Law or (iii) the occurrence of any Prohibited Activities or Conditions. The Borrower shall cooperate with any governmental inquiry, and shall comply with any governmental or judicial order, request or directive which arises from any alleged Prohibited Activities or Conditions; provided the Borrower may contest or object to a good faith dispute regarding said request or directive if the Borrower notifies the Lender in advance of said contest or objection and as long as said contest or objection does not result in a violation of law or fines assessed against the Premises. (d) Pay promptly all costs and expenses incurred by the Lender in connection with any Governmental Action, including but not limited to costs of any environmental audits, studies, investigations or remedial activities including but not limited to the removal of any Hazardous Materials from the Premises. The Borrower also shall pay promptly the costs of any environmental audits, studies, investigations or the removal of any Hazardous Materials from the Premises reasonably required by the Lender as a condition of its consent to any applicable policy sale or transfer of insuranceall or any part of the Premises or any interest therein or reasonably required by the Lender following a reasonable determination by the Lender that there may be Prohibited Activities or Conditions on or under the Premises. Each Indemnified Party shall have Any such costs or expenses incurred by the right Lender (including but not limited to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the reasonable fees and expenses of such counsel will be at attorneys and consultants, whether incurred in connection with any judicial or administrative process or otherwise) which the sole expense of such Indemnified Party unless such counsel has been approved Borrower fails to pay promptly shall become additional indebtedness secured by the Indemnifying Party, which approval shall not be unreasonably withheld or delayed. The Indemnifying Party shall not be liable for any settlement of any such Proceeding made without its consent, which shall not be unreasonably withheld or delayed, but if settled with the consent of the Indemnifying Party, or if settled without its consent (if its consent shall be unreasonably withheld or delayed), or if there be a final, nonappealable judgment for an adversary party in any such Proceeding, the Indemnifying Party shall indemnify and hold harmless the Indemnified Parties from and against any liabilities and loss incurred by such Indemnified Parties by reason of such settlement or judgmentSecurity Instruments. (e) At any time any Indemnified Party has reason to believe circumstances exist which could reasonably result in an Environmental Liability, upon reasonable prior Notice to Lessee and Manager stating such Indemnified Party’s basis for such belief, an Indemnified Party shall be given immediate access to the Leased Property (including, but not limited to, the right to enter upon, investigate, drill ▇▇▇▇▇, take soil borings, excavate, monitor, test, cap and use available land for the testing of remedial technologies), Lessee’s employees, and to all relevant documents and records regarding the matter as to which a responsibility, liability or obligation is asserted or which is the subject of any Proceeding; provided that such access may he conditioned or restricted as may be reasonably necessary to ensure compliance with law and the safety of personnel and facilities or to protect confidential or privileged information. All Indemnified Parties requesting such immediate access and cooperation shall endeavor to coordinate such efforts to result in as minimal interruption of the operation of the Leased Property as practicable. (f) The indemnification rights and obligations provided for in this Article 8 shall be in addition to any indemnification rights and obligations provided for elsewhere in this Lease. (g) The indemnification rights and obligations provided for in this Article 8 shall survive the termination of this Lease. For purposes of this Section 8.3, all amounts for which any Indemnified Party seeks indemnification shall be computed net of (a) any actual income tax benefit resulting therefrom to such Indemnified Party, (b) any insurance proceeds received (net of tax effects) with respect thereto, and (c) any amounts recovered (net of tax effects) from any third parties based on claims the Indemnified Party has against such third parties which reduce the damages that would otherwise be sustained; provided that in all cases, the timing of the receipt or realization of insurance proceeds or income tax benefits or recoveries from third parties shall be taken into account in determining the amount of reduction of damages. Each Indemnified Party agrees to use its reasonable efforts to pursue, or assign to Lessee or Lessor, as the case may be, any claims or rights it may have against any third party that would materially reduce the amount of damages otherwise incurred by such Indemnified Party. Notwithstanding anything to the contrary contained in this Lease, if Lessor shall become entitled to the possession of the Leased Property by virtue of the termination of the Lease or repossession of the Leased Property, then Lessor may assign its indemnification rights under this Section 8.3 (but not any other rights under this Section 8.3) to any Person to whom Lessor subsequently transfers the Leased Property, subject to the following conditions and limitations, each of which shall be deemed to be incorporated into the terms of such assignment, whether or not specifically referred to therein: (i) The indemnification rights referred to in this section may be assigned only if a known Environmental Liability then exists or if a Proceeding is then pending or, to the knowledge of Lessee or Lessor, then threatened with respect to the Leased Property; (ii) Such indemnification rights shall be limited to Environmental Liabilities relating to or specifically affecting the Leased Property; and (iii) Any assignment of such indemnification rights shall be limited to the immediate transferee of Lessor, and shall not extend to any such transferee’s successors or assigns.

Environmental Covenants. Lessor and Lessee (in addition to, and not in diminution of, Lessee’s Indemnitor covenants and undertakings in Sections 8.1 and 8.2 hereof) covenant and agree as followsthat: (a) At all times hereafter until the later of (i) such time as all liabilities, duties uses and operations on or obligations of Lessee to Lessor under the Lease have been satisfied in full and (ii) such time as Lessee completely vacates the Leased Property and surrenders possession of the same to LessorProperty by Borrower, Lessee Mortgage Borrower or any Person affiliated with Borrower or Mortgage Borrower shall fully comply be in compliance in all material respects with all applicable Environmental Laws applicable to the Leased Property and the operations thereon. Lessee agrees to give Lessor prompt Notice of (1) all Environmental Liabilities; (2) all pending, threatened or anticipated Proceedings, and all notices, demands, requests or investigations, relating to any Environmental Liability or relating to the issuance, revocation or change in any Environmental Authorization required for operation of the Leased Property; (3) all Releases at, on, in, under or in any way affecting the Leased Property, or any Release known by Lessee at, on, in or under any property adjacent to the Leased Property; and (4) all facts, events or conditions that could reasonably lead to the occurrence of any of the above-referenced matters.permits issued pursuant thereto; (b) Lessor hereby agrees Borrower shall cause Mortgage Borrower to defenduse commercially reasonable efforts to ensure that uses and operations by all tenants or other users of the Property are in compliance in all material respects with all applicable Environmental Laws and permits issued pursuant thereto; (c) Borrower shall cause Mortgage Borrower to use commercially reasonable efforts to ensure that there shall be no Releases of Hazardous Substances at, indemnify and save harmless any and all Lessee Indemnified Parties in, on, above, under or from and against any and all Environmental Liabilities other than the Property that (i) are not in compliance in all material respects with applicable Environmental Liabilities resulting Law, (ii) are likely to require material Remediation under applicable Environmental Law, or (iii) are likely to result in the imposition of material Losses under Environmental Law; (d) Borrower shall cause Mortgage Borrower to ensure that there shall be no Hazardous Substances present at, in, on, above, under or from conditions the Property, except those that are (i) both (A) in material compliance with all applicable Environmental Laws and with permits issued pursuant thereto, and (B) fully disclosed to Lender in any environmental audit obtained writing or commonly used in the operation and maintenance of, or by Lessor and provided to Lessee prior tenants in, commercial properties similar to the execution of this Lease (the “Environmental Audit”)Property, and (ii) Environmental Liabilities which were caused by the acts or negligent failures not reasonably likely to act of Lessee.result in a Material Adverse Effect; (ce) Lessee hereby agrees Borrower shall cause Mortgage Borrower to defendkeep the Property free and clear of all liens and other encumbrances imposed pursuant to any Environmental Law, indemnify whether or not due to any act or omission of Borrower or Mortgage Borrower (the “Environmental Liens”), provided that it shall not be a default under the Loan Documents if any such Environmental Liens are imposed and save harmless any and all Lessor Indemnified Parties from and against any and all Environmental Liabilities which were Borrower causes Mortgage Borrower to either (i) resulting from conditions disclosed commences to remove such Environmental Liens within 30 days after written notice thereof and thereafter diligently and expeditiously proceeds to remove the same, or (ii) after notice to Lender, contests by appropriate legal proceedings, promptly initiated and conducted in good faith and with due diligence, the imposition of such Environmental AuditLiens, so long as (A) no Event of Default has occurred and is continuing, (B) such proceeding shall suspend the enforcement of such Environmental Liens, (C) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, canceled or lost during the pendency of any such proceeding, and (iiD) Borrower shall have furnished (or shall have caused by the acts or negligent failures Mortgage Borrower to act of Lessee. (dfurnish) If any Proceeding is brought against any Indemnified Party in respect of an Environmental Liability with respect to which such Indemnified Party security as may claim indemnification under either Subsection 8.3(b) or (c), the Indemnifying Party, upon request, shall at its sole expense resist and defend such Proceeding, or cause the same to be resisted and defended by counsel designated by the Indemnified Party and approved by the Indemnifying Party, which approval shall not be unreasonably withheld or delayed; provided, however, that such approval shall not be required in the case of defense by counsel designated by any insurance company undertaking such defense pursuant to any applicable policy of insurance. Each Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel will be at the sole expense of such Indemnified Party unless such counsel has been approved by the Indemnifying Party, which approval shall not be unreasonably withheld or delayed. The Indemnifying Party shall not be liable for any settlement of any such Proceeding made without its consent, which shall not be unreasonably withheld or delayed, but if settled with the consent of the Indemnifying Partyproceeding, or if settled without its consent (if its consent shall be unreasonably withheld or delayed), or if there be a final, nonappealable judgment for an adversary party in any such Proceeding, the Indemnifying Party shall indemnify and hold harmless the Indemnified Parties from and against any liabilities and loss incurred by such Indemnified Parties by reason of such settlement or judgment. (e) At any time any Indemnified Party has reason to believe circumstances exist which could reasonably result in an Environmental Liability, upon reasonable prior Notice to Lessee and Manager stating such Indemnified Party’s basis for such belief, an Indemnified Party shall be given immediate access to the Leased Property (including, but not limited to, the right to enter upon, investigate, drill ▇▇▇▇▇, take soil borings, excavate, monitor, test, cap and use available land for the testing of remedial technologies), Lessee’s employees, and to all relevant documents and records regarding the matter as to which a responsibility, liability or obligation is asserted or which is the subject of any Proceeding; provided that such access may he conditioned or restricted as may be reasonably necessary requested by Lender, to ensure compliance with law and the safety payment of personnel and facilities any costs or expenses related to protect confidential or privileged information. All Indemnified Parties requesting such immediate access and cooperation shall endeavor to coordinate such efforts to result in as minimal interruption removal of the operation Environmental Lien or the prosecution of the Leased Property as practicable.legal proceedings, together with all interest or penalties thereon; (f) The indemnification rights In the event that Lender reasonably determines that either (i) the Property or any operation thereon is in material violation of applicable Environmental Law, (ii) Hazardous Substances are present or have been Released at, in, on, above, under or from the Property in material violation of applicable Environmental Law or in a manner that requires material Remediation or is likely to result in the imposition of material Losses under Environmental Law, or (iii) any other environmental hazard exists at the Property that would reasonably be expected to have a Material Adverse Effect, then Borrower shall cause Mortgage Borrower to comply with all reasonable requests of Lender to: (x) reasonably effectuate Remediation of such Hazardous Substance or condition as required by Environmental Law; (y) comply in all material respects with any applicable Environmental Law; and obligations (z) comply with any lawful and binding directive from any applicable Governmental Authority, provided for that with respect to (f)(y) and (z) above, after notice to Lender, Borrower may cause Mortgage Borrower to suspend such compliance and contest by appropriate legal proceeding, promptly initiated and conducted in this Article 8 shall good faith and with due diligence, the applicability of such Environmental Law, and provided further that (A) no Event of Default has occurred and is continuing, (B) the Property or any portion thereof or interest therein or the Collateral or any part thereof or interest therein, will not be in addition danger of being sold, forfeited, terminated, canceled or lost during the pendency of any such proceeding, and (C) Borrower shall have furnished (or shall have caused Mortgage Borrower to furnish) the security as may be required in the proceeding, or as may be reasonably requested by Lender to ensure the payment of any indemnification rights related costs or expenses, together with all interest and obligations provided for elsewhere in this Lease.penalties thereon; (g) The indemnification rights Borrower shall not do (and obligations provided for Borrower shall cause Mortgage Borrower to not do), and Borrower shall cause Mortgage Borrower to use commercially reasonable efforts to prevent any tenant or other user of the Property from doing, any act that is in this Article 8 non-compliance with applicable Environmental Law, is contrary to any reasonable requirement of any insurer, constitutes a public or private nuisance, constitutes physical waste, or violates any covenant, condition, agreement or easement, in each case as is related to any environmental matters applicable to the Property and that is reasonably likely, in any such case, to result in a Material Adverse Effect; (h) Borrower shall survive the termination of this Lease. For purposes of this Section 8.3, all amounts for which any Indemnified Party seeks indemnification (or shall be computed net cause Mortgage Borrower to) promptly notify Lender as it becomes aware of (ai) the presence or Release of Hazardous Substances at, in, on, above, under or from the Property in violation of applicable Environmental Law or in a manner that requires material Remediation or is likely to result in the imposition of material Losses under Environmental Law, (ii) any material non-compliance with any applicable Environmental Law related in any way to the Property, (iii) any actual income tax benefit resulting therefrom or threatened (in writing) material Environmental Lien, or (iv) any written notice or other communication from any Governmental Authority or any other Person relating to such Indemnified Party(A) any of the foregoing, (bB) reasonably likely material Losses of any Person pursuant to any Environmental Law in connection with the Property, (D) other material environmental hazard in connection with the Property, or (E) any insurance proceeds received (net of tax effects) actual or threatened material administrative or judicial proceedings pursuant to Environmental Law in connection with respect thereto, and (c) any amounts recovered (net of tax effects) from any third parties based on claims the Indemnified Party has against such third parties which reduce the damages that would otherwise be sustained; provided that in all cases, the timing of the receipt or realization of insurance proceeds or income tax benefits or recoveries from third parties shall be taken into account in determining the amount of reduction of damages. Each Indemnified Party agrees to use its reasonable efforts to pursue, or assign to Lessee or Lessor, as the case may be, any claims or rights it may have against any third party that would materially reduce the amount of damages otherwise incurred by such Indemnified Party. Notwithstanding anything to the contrary contained in this Lease, if Lessor shall become entitled to the possession of the Leased Property by virtue of the termination of the Lease or repossession of the Leased Property, then Lessor may assign its indemnification rights under this Section 8.3 (but not any other rights under this Section 8.3) to any Person to whom Lessor subsequently transfers the Leased Property, subject to the following conditions and limitations, each of which shall be deemed to be incorporated into the terms of such assignment, whether or not specifically referred to therein:; (i) The indemnification rights referred If, at any time, it is determined that asbestos or asbestos-containing materials are present on the Property, Borrower shall (or shall cause Mortgage Borrower to) retain an environmental consultant reasonably satisfactory to in this section may be assigned only if Lender to prepare an operations and maintenance program, and Borrower shall (or shall cause Mortgage Borrower to) comply with the same. Borrower shall (or shall cause Mortgage Borrower to) deliver a known Environmental Liability then exists or if a Proceeding is then pending or, copy of any such program to the knowledge of Lessee or Lessor, then threatened with respect to the Leased Property; (ii) Such indemnification rights shall be limited to Environmental Liabilities relating to or specifically affecting the Leased PropertyLender; and (iiij) Any assignment Borrower shall (and shall cause Mortgage Borrower to) reasonably cooperate in all activities pursuant to Section 3 of such indemnification rights shall be this Agreement, including but not limited to the immediate transferee of Lessor, providing all relevant information and shall not extend to any such transferee’s successors or assignsmaking knowledgeable persons available for interviews.

Environmental Covenants. Lessor (a) Each Loan Party and Lessee (in addition toeach Subsidiary of any Loan Party will, and not in diminution of, Lessee’s covenants will cause all lessees and undertakings in Sections 8.1 and 8.2 hereof) covenant and agree as followsother Persons occupying any of the Real Property or their other properties to: (ai) At use and operate all times hereafter until of its facilities and properties in compliance with all Environmental Laws, keep all permits, approvals, certificates, licenses and other authorizations relating to environmental matters in effect and remain in compliance therewith, and handle all Hazardous Materials in compliance with all applicable Environmental Laws, except where the later failure to do any of the foregoing, either individually or in the aggregate, could not reasonably be expected to result in a liability exceeding a Material Environmental Amount; (ii) take all such actions as are necessary and appropriate so that no liability with respect to the Environmental Laws may arise which, either individually or in the aggregate, could reasonably be expected to result in a liability exceeding a Material Environmental Amount; and (iii) promptly notify the Administrative Agent and provide copies upon receipt of all material written claims, complaints, notices or inquiries relating to the condition of the Real Property or compliance with Environmental Laws which, either individually or in the aggregate could reasonably be expected to result in a liability exceeding the Material Environmental Amount, and shall cure and have dismissed with prejudice to the reasonable satisfaction of the Administrative Agent any actions and proceedings relating to compliance with 46267678.11 or liability pursuant to Environmental Laws which, either individually or in the aggregate, could reasonably be expected to result in a liability exceeding the Material Environmental Amount. (b) Prior to acquiring any ownership or leasehold interest in any additional real property after the Effective Date that could give rise to any Loan Party or any Subsidiary of any Loan Party being found subject to potential liability under any Environmental Laws, the Borrower will (i) such time obtain a written report by a reputable independent environmental consultant reasonably acceptable to the Administrative Agent (an “Environmental Consultant”) as all liabilities, duties or obligations of Lessee to Lessor under the Lease have been satisfied in full and (ii) such time as Lessee completely vacates the Leased Property and surrenders possession its assessment of the same to Lessor, Lessee shall fully comply with all Environmental Laws applicable to the Leased Property and the operations thereon. Lessee agrees to give Lessor prompt Notice presence or potential presence of (1) all Environmental Liabilities; (2) all pending, threatened or anticipated Proceedings, and all notices, demands, requests or investigations, relating to significant levels of any Environmental Liability or relating to the issuance, revocation or change in any Environmental Authorization required for operation of the Leased Property; (3) all Releases at, Hazardous Material on, in, under or in any way affecting the Leased Propertyabout such property, or any Release known by Lessee at, on, in or under any property adjacent to the Leased Property; and (4) all facts, events or of other conditions that could reasonably lead give rise to the occurrence a potentially significant liability to any Loan Party or any Subsidiary of any Loan Party under violations of any Environmental Laws relating to such transaction, and notify the above-referenced matters. (b) Lessor hereby agrees to defend, indemnify and save harmless any and all Lessee Indemnified Parties from and against any and all Environmental Liabilities other than (i) Environmental Liabilities resulting from conditions disclosed in any environmental audit obtained by Lessor and provided to Lessee prior to the execution Administrative Agent of this Lease (the “Environmental Audit”)such potential transaction, and (ii) afford the Administrative Agent a reasonable opportunity to review, to discuss such report with the Environmental Liabilities which were caused by Consultant who prepared it and a knowledgeable representative of the acts Borrower. The Administrative Agent shall have the right, but shall not have any duty, to obtain, review, or negligent failures to act of Lesseediscuss any such report. (c) Lessee hereby agrees If any Lender has formed a reasonable belief that material violations of Environmental Laws may exist or there may have been a Release on the Real Property in amounts or under circumstances which, either individually or in the aggregate, could reasonably be expected to defendresult in a liability exceeding a Material Environmental Amount, indemnify then, at the Administrative Agent’s request, the Loan Party or the Subsidiary of such Loan Party that owns the Real Property in question shall perform, or use commercially reasonable efforts to cause to be performed by any other responsible party, tests, including subsurface testing, soil and save harmless any groundwater testing, and all Lessor Indemnified Parties from other tests which may physically invade the Real Property pursuant to a scope of work proposed by the Borrower and against any and all approved by the Administrative Agent (the “Environmental Liabilities which were Tests”), as the Administrative Agent, in its reasonable discretion, determines is necessary to (i) resulting from conditions disclosed in investigate the Environmental Auditcondition of the Real Property, and (ii) caused protect the security interest created under the Mortgages and the other Loan Documents and (iii) determine compliance in all material respects with all Environmental Laws, the provisions of the Loan Documents and other matters relating thereto. The Loan Parties and Subsidiaries of any Loan Party shall provide true and accurate copies of the results of the Environmental Tests to the Administrative Agent and the Lenders upon receipt of the results. In the event that (I) any Loan Party or any Subsidiary of any Loan Party fails to promptly initiate the Environmental Tests requested by the acts Administrative Agent, (II) any Loan Party or negligent failures any Subsidiary of any Loan Party fails to act provide to the Administrative Agent and the Lenders with the results of Lesseesuch Environmental Tests within 60 days of the request therefor or such additional time as the Administrative Agent shall agree in its sole discretion or (III) the Administrative Agent or the Required Lenders are not reasonably satisfied with the results of such Environmental Tests, then the Administrative Agent may undertake to perform or cause to be performed, at the Borrower’s expense, such Environmental Tests for the account of the Borrower and the other Loan Parties. (d) If Each Loan Party and each Subsidiary of any Proceeding is brought against Loan Party shall, in accordance with prudent industry practice, from time to time perform any Indemnified investigation, remediation, reclamation or similar action required by such Loan Party in respect or such Subsidiary of an any 46267678.11 Loan Party under any applicable Environmental Liability with respect Laws. Each plan of remediation shall be subject to which the prior review of the Administrative Agent. All such Indemnified work shall be performed by one or more Environmental Consultants. The Loan Party may claim indemnification under either Subsection 8.3(b) or (c)such Subsidiary of the Loan Party performing, or causing the performance of, the Indemnifying Partyaction shall proceed in reasonable diligence with such investigatory and remedial actions, provided that in all cases such actions shall (i) be in accordance with the remediation plan approved by an appropriate Governmental Authority if such approval is required by applicable Environmental Laws, (ii) be in accordance with all applicable Environmental Laws and (iii) be performed in a good, safe and workmanlike manner so as to minimize, to the extent practicable, any impact on the business conducted at or the value of the Real Property. The Borrower shall pay all costs actually incurred in connection with such investigatory and remedial activities, including all power and utility costs, and any and all Taxes or fees that may be applicable to such activities. The Loan Party or the Subsidiary of such Loan Party conducting such activities shall promptly provide to the Administrative Agent and the Lenders copies of testing reports and results generated in connection with such activities. Promptly upon requestcompletion of such investigation and remediation, each Loan Party and each Subsidiary of any Loan Party shall permanently close all monitoring ▇▇▇▇▇ and test holes associated with such investigation and remediation in compliance with Law, remove all associated equipment and restore the Real Property to the maximum extent practicable, which shall include, without limitation, the repair of any surface damage. Within 30 days of demand therefor, if the reasonably estimated funds required to complete a remediation or similar action addressed by this Section 7.1.6(d) are in excess of the Material Environmental Amount, the Borrower shall provide the Administrative Agent with a bond, letter of credit or similar financial assurance reasonably satisfactory to the Administrative Agent evidencing that the necessary funds are available to perform the obligations established by this clause, unless a bond or similar financial assurance at its sole expense resist and defend such Proceeding, or cause least in the same to be resisted and defended by counsel designated amount required by the Indemnified Party Administrative Agent is in full force and approved effect and is available and is in fact used by the Indemnifying Partyrelevant Governmental Authority to pay such obligations. (e) The Administrative Agent, which approval shall whether or not be unreasonably withheld the Administrative Agent has acquired possession or delayed; providedtitle to the Real Property, however, that such approval shall not be required in the case of defense by counsel designated by any insurance company undertaking such defense pursuant to any applicable policy of insurance. Each Indemnified Party shall have the right to employ separate counsel in undertake any such Proceeding and all actions to participate in remediate the defense thereof, but the fees and expenses Real Property which any Loan Party or any Subsidiary of such counsel will be at the sole expense of such Indemnified Party unless such counsel has been approved by the Indemnifying Party, which approval shall not be unreasonably withheld or delayed. The Indemnifying any Loan Party shall not fail to perform or cause to be liable for any settlement of any such Proceeding made without its consent, which shall not be unreasonably withheld or delayed, but if settled performed in accordance with the consent of the Indemnifying Party, or if settled without its consent (if its consent shall be unreasonably withheld or delayed), or if there be a final, nonappealable judgment for an adversary party in any such Proceeding, the Indemnifying Party shall indemnify and hold harmless the Indemnified Parties from and against any liabilities and loss incurred by such Indemnified Parties by reason of such settlement or judgment. (e) At any time any Indemnified Party has reason to believe circumstances exist which could reasonably result in an Environmental Liability, upon reasonable prior Notice to Lessee and Manager stating such Indemnified Party’s basis for such belief, an Indemnified Party shall be given immediate access to the Leased Property (including, but not limited to, the right to enter upon, investigate, drill ▇▇▇▇▇, take soil borings, excavate, monitor, test, cap and use available land for the testing of remedial technologies), Lessee’s employees, and to all relevant documents and records regarding the matter as to which a responsibility, liability or obligation is asserted or which is the subject of any Proceeding; provided that such access may he conditioned or restricted as may be reasonably necessary to ensure compliance with law and the safety of personnel and facilities or to protect confidential or privileged information. All Indemnified Parties requesting such immediate access and cooperation shall endeavor to coordinate such efforts to result in as minimal interruption of the operation of the Leased Property as practicable. (f) The indemnification rights and obligations provided for in this Article 8 shall be in addition to any indemnification rights and obligations provided for elsewhere in this Lease. (g) The indemnification rights and obligations provided for in this Article 8 shall survive the termination requirements of this Lease. For purposes of this Section 8.3, all amounts for which any Indemnified Party seeks indemnification shall be computed net of (a) any actual income tax benefit resulting therefrom to such Indemnified Party, (b) any insurance proceeds received (net of tax effects) with respect thereto, and (c) any amounts recovered (net of tax effects) from any third parties based on claims the Indemnified Party has against such third parties which reduce the damages that would otherwise be sustained; provided that in all cases, the timing of the receipt or realization of insurance proceeds or income tax benefits or recoveries from third parties shall be taken into account in determining the amount of reduction of damages. Each Indemnified Party agrees to use its reasonable efforts to pursue, or assign to Lessee or Lessor, as the case may be, any claims or rights it may have against any third party that would materially reduce the amount of damages otherwise incurred by such Indemnified Party. Notwithstanding anything to the contrary contained in this Lease, if Lessor shall become entitled to the possession of the Leased Property by virtue of the termination of the Lease or repossession of the Leased Property, then Lessor may assign its indemnification rights under this Section 8.3 (but not any other rights under this Section 8.3) to any Person to whom Lessor subsequently transfers the Leased Property, subject to the following conditions and limitations, each of which shall be deemed to be incorporated into the terms of such assignment, whether or not specifically referred to therein: (i) The indemnification rights referred to in this section may be assigned only if a known Environmental Liability then exists or if a Proceeding is then pending or, to the knowledge of Lessee or Lessor, then threatened with respect to the Leased Property; (ii) Such indemnification rights shall be limited to Environmental Liabilities relating to or specifically affecting the Leased Property; and (iii) Any assignment of such indemnification rights shall be limited to the immediate transferee of Lessor, and shall not extend to any such transferee’s successors or assignsclause.

Environmental Covenants. Lessor and Lessee Borrower agrees that Borrower will (in addition to, and not in diminution of, Lessee’s covenants and undertakings in Sections 8.1 and 8.2 hereof1) covenant and agree as follows: (a) At all times hereafter until the later of (i) such time as all liabilities, duties or obligations of Lessee to Lessor under the Lease have been satisfied in full and (ii) such time as Lessee completely vacates the Leased Property and surrenders possession of the same to Lessor, Lessee shall fully comply with all Environmental Laws, including performing all Remedial Work required by Environmental Laws applicable and provide all information required to the Leased Property be delivered to Governmental Authorities, and the operations thereon. Lessee agrees cause each Tenant to give Lessor prompt Notice of (1) all Environmental Liabilities; comply with such Laws, (2) keep or cause to be kept the Property in compliance with all pendingEnvironmental Laws and free from Hazardous Materials, threatened except for the use and storage of immaterial amounts of Hazardous Materials at the Property if such use or anticipated Proceedingsstorage is in connection with the ordinary cleaning and maintenance of the Property so long as such use and storage is in compliance with all applicable Environmental Laws, (3) keep the Property free and all notices, demands, requests or investigations, relating clear of any Liens imposed pursuant to any Environmental Liability or relating to the issuanceLaw, revocation or change in any Environmental Authorization required for operation of the Leased Property; (3) all Releases at, on, in, under or in any way affecting the Leased Property, or any Release known by Lessee at, on, in or under any property adjacent to the Leased Property; and (4) all facts, events not permit or conditions that could reasonably lead to the occurrence suffer any Release in violation of any applicable Environmental Laws. If Borrower is aware that Remedial Work is required, whether as a result of the above-referenced matters. governmental inquiries, environmental audits or otherwise, Borrower shall, within thirty (b30) Lessor hereby agrees to defend, indemnify and save harmless days after obtaining such knowledge (or such shorter period of time as may be required under any and all Lessee Indemnified Parties from and against any and all applicable Environmental Liabilities other than (i) Environmental Liabilities resulting from conditions disclosed in any environmental audit obtained by Lessor and provided to Lessee prior to the execution of this Lease (the “Environmental Audit”Law), commence and (ii) Environmental Liabilities which were caused thereafter diligently prosecute to completion all such Remedial Work. If requested by the acts or negligent failures to act of Lessee. (c) Lessee hereby agrees to defendLender, indemnify and save harmless any and Borrower will insure that all Lessor Indemnified Parties from and against any and all Environmental Liabilities which were (i) resulting from conditions disclosed Remedial Work shall be performed by contractors approved in the Environmental Auditadvance by Lender, and (ii) caused under the supervision of a consulting engineer approved by Lender. All costs and expenses of such Remedial Work shall be paid by Borrower. In the acts or negligent failures event Borrower fails to act of Lessee. (d) If any Proceeding is brought against any Indemnified Party in respect of an Environmental Liability with respect timely prosecute to which completion such Indemnified Party may claim indemnification under either Subsection 8.3(b) or (c), the Indemnifying Party, upon request, shall at its sole expense resist and defend such ProceedingRemedial Work, or cause the same to be resisted and defended by counsel designated by the Indemnified Party and approved by the Indemnifying Partycontest its obligation to do so, which approval shall not be unreasonably withheld or delayed; providedLender may, however, that such approval but shall not be required in to, cause such Remedial Work to be performed, consistent with sound commercial practices designed to protect the case of defense by counsel designated by any insurance company undertaking such defense pursuant to any applicable policy of insurance. Each Indemnified Party shall have the right to employ separate counsel in any such Proceeding Lien hereby created, and to participate in the defense all costs and expenses thereof, but the fees and expenses of such counsel will be at the sole expense of such Indemnified Party unless such counsel has been approved by the Indemnifying Partyor incurred in connection therewith, which approval shall not be unreasonably withheld or delayed. The Indemnifying Party shall not be liable for any settlement of any such Proceeding made without its consent, which shall not be unreasonably withheld or delayed, but if settled with the consent become part of the Indemnifying Party, or if settled without its consent (if its consent shall be unreasonably withheld or delayed), or if there be a final, nonappealable judgment for an adversary party in any such Proceeding, the Indemnifying Party shall indemnify and hold harmless the Indemnified Parties from and against any liabilities and loss incurred by such Indemnified Parties by reason of such settlement or judgment. (e) At any time any Indemnified Party has reason to believe circumstances exist which could reasonably result in an Environmental Liability, upon reasonable prior Notice to Lessee and Manager stating such Indemnified Party’s basis for such belief, an Indemnified Party shall be given immediate access to the Leased Property (including, but not limited to, the right to enter upon, investigate, drill ▇▇▇▇▇, take soil borings, excavate, monitor, test, cap and use available land for the testing of remedial technologies), Lessee’s employees, and to all relevant documents and records regarding the matter as to which a responsibility, liability or obligation is asserted or which is the subject of any Proceeding; provided that such access may he conditioned or restricted as may be reasonably necessary to ensure compliance with law and the safety of personnel and facilities or to protect confidential or privileged informationSecured Obligations. All Indemnified Parties requesting such immediate access and cooperation shall endeavor to coordinate such efforts to result in as minimal interruption of the operation of the Leased Property as practicable. (f) The indemnification rights and obligations provided for in this Article 8 shall be in addition to any indemnification rights and obligations provided for elsewhere in this Lease. (g) The indemnification rights and obligations provided for in this Article 8 shall survive the termination of this LeaseMortgage CD Form 127 Page 32 Loan No. For purposes of this Section 8.3, all amounts for which any Indemnified Party seeks indemnification shall be computed net of (a) any actual income tax benefit resulting therefrom to such Indemnified Party, (b) any insurance proceeds received (net of tax effects) with respect thereto, and (c) any amounts recovered (net of tax effects) from any third parties based on claims the Indemnified Party has against such third parties which reduce the damages that would otherwise be sustained; provided that in all cases, the timing of the receipt or realization of insurance proceeds or income tax benefits or recoveries from third parties shall be taken into account in determining the amount of reduction of damages110686537 File No. Each Indemnified Party agrees to use its reasonable efforts to pursue, or assign to Lessee or Lessor, as the case may be, any claims or rights it may have against any third party that would materially reduce the amount of damages otherwise incurred by such Indemnified Party. Notwithstanding anything to the contrary contained in this Lease, if Lessor shall become entitled to the possession of the Leased Property by virtue of the termination of the Lease or repossession of the Leased Property, then Lessor may assign its indemnification rights under this Section 8.3 (but not any other rights under this Section 8.3) to any Person to whom Lessor subsequently transfers the Leased Property, subject to the following conditions and limitations, each of which shall be deemed to be incorporated into the terms of such assignment, whether or not specifically referred to therein: (i) The indemnification rights referred to in this section may be assigned only if a known Environmental Liability then exists or if a Proceeding is then pending or, to the knowledge of Lessee or Lessor, then threatened with respect to the Leased Property; (ii) Such indemnification rights shall be limited to Environmental Liabilities relating to or specifically affecting the Leased Property; and (iii) Any assignment of such indemnification rights shall be limited to the immediate transferee of Lessor, and shall not extend to any such transferee’s successors or assigns.123-33001 04-09-11

Environmental Covenants. Lessor For so long as there are any Revolver Commitments outstanding and Lessee thereafter until payment in full of the Obligations (except for contingent Obligations of Borrowers under indemnifications that survive termination of the Revolver Commitments), each Borrower covenants that, unless the Required Lenders have otherwise consented thereto in addition writing, it shall and shall cause all of its Subsidiaries to, and not in diminution of, Lessee’s covenants and undertakings in Sections 8.1 and 8.2 hereof) covenant and agree as follows: (a) At 10.4.1. ensure that all times hereafter until activities at all of the later Real Estate to be conducted in material compliance with all applicable Environmental Laws, except to the extent that any such noncompliance could not reasonably be expected to have a Material Adverse Effect and does not result in the imposition of any Lien on any such Real Estate that is not a Permitted Lien. 10.4.2. provide Agent with (i) copies of all Environmental Notices and all other correspondence, notices of violation, summons, orders, complaints or other documents received by such time as all liabilitiesBorrower, duties its lessees, sublessees, occupants or obligations of Lessee assigns, pertaining to Lessor under the Lease have been satisfied in full and compliance with any Environmental Laws; (ii) such time as Lessee completely vacates the Leased Property and surrenders possession copies of all reports of previous environmental investigations undertaken at any of the same Real Estate, which such Borrower has or knows of and can obtain possession; and (iii) any other environmental information, including copies of Environmental Permits or other licenses, certificates and permits required by the Environmental Laws that Agent may reasonably request. 10.4.3. not generate, manufacture, refine, transport, transfer, produce, store, use, process, treat, dispose of, handle, or in any manner deal with, any Regulated Substances on any part of any of the Real Estate, nor permit others to Lessorengage in any such activity on the Real Estate, Lessee shall fully comply except for (i) those Regulated Substances which are used or present in the Ordinary Course of Business in compliance with all Environmental Laws applicable and have not been released into the environment in such a manner as to the Leased Property and the operations thereon. Lessee agrees to give Lessor prompt Notice of constitute Contamination (1) all Environmental Liabilities; (2) all pending, threatened or anticipated Proceedings, and all notices, demands, requests or investigations, relating to any Environmental Liability or relating to the issuance, revocation or change in any Environmental Authorization required except for operation of the Leased Property; (3) all Releases at, on, in, under or in any way affecting the Leased Property, or any Release known by Lessee at, onreleases which, in or under any property adjacent the aggregate, could not reasonably be expected to the Leased Property; have a Material Adverse Effect and (4) all facts, events or conditions that could reasonably lead to the occurrence of any of the above-referenced matters. (b) Lessor hereby agrees to defend, indemnify and save harmless any and all Lessee Indemnified Parties from and against any and all Environmental Liabilities other than (i) Environmental Liabilities resulting from conditions disclosed in any environmental audit obtained by Lessor and provided to Lessee prior to the execution of this Lease (the “Environmental Audit”are promptly remediated), and (ii) Environmental Liabilities those Regulated Substances which were caused by are naturally occurring on the acts Real Estate, but only in such naturally occurring form; 10.4.4. not cause or negligent failures to permit, as a result of any intentional or unintentional act or omission on the part of Lessee. (c) Lessee hereby agrees to defendsuch Borrower or any tenant, indemnify and save harmless subtenant, occupant or assigns, the presence of Regulated Substances or Contamination on any and all Lessor Indemnified Parties from and against any and all Environmental Liabilities which were of the Real Estate, except for (i) resulting from conditions disclosed those Regulated Substances which are used or present in the Ordinary Course of Business in compliance with all Environmental AuditLaws, are listed on Schedule 9.1.30 attached hereto and have not been released into the environment in such a manner as to constitute Contamination (except for releases which, in the aggregate, could not reasonably be expected to have a Material Adverse Effect and are promptly remediated), and (ii) caused by those Regulated Substances which are naturally occurring on the acts or negligent failures to act of LesseePremises, but only in such naturally occurring form. 10.4.5. give notice and a full description to Agent promptly upon such Borrower's acquiring knowledge of each of the following: (di) If any Proceeding is brought against enforcement, clean-up, removal or other regulatory action threatened, instituted or completed by any Indemnified Party in respect of an Environmental Liability Governmental Authority with respect to which such Indemnified Party may Borrower or any of the Real Estate; (ii) any material claim made or threatened by any third party against such Borrower or any Real Estate relating to damage, contribution, compensation, loss or injury resulting from any Regulated Substances or Contamination; and (iii) the presence of any Contamination on, under, from or affecting any of the Real Estate; 10.4.6. timely comply with any applicable Environmental Laws requiring the removal, treatment, storage, processing, handling, transportation or disposal of Regulated Substances or Contamination, provide Agent with satisfactory evidence of such compliance; 10.4.7. conduct and complete, in accordance with applicable Environmental Laws, all investigations, studies, sampling and testing, as well as all remedial, removal and other actions necessary to clean up and remove all Contamination on, under, from or affecting any of the Real Estate, to the extent that the failure to do so could reasonably be expected to have a Material Adverse Effect or result in the imposition of a Lien that is not a Permitted Lien, unless such action is being undertaken by Sellers pursuant to Sellers' indemnification under either Subsection 8.3(b) or (c)obligations to Remington; 10.4.8. obtain and maintain Environmental Permits relating to such Borrower, the Indemnifying Party, upon request, shall at its sole expense resist and defend such ProceedingReal Estate, or cause the same to be resisted and defended by counsel designated by the Indemnified Party and approved by the Indemnifying Party, which approval shall not be unreasonably withheld or delayed; provided, however, that such approval shall not be required in the case of defense by counsel designated by any insurance company undertaking such defense pursuant to any applicable policy of insurance. Each Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel will be at the sole expense of such Indemnified Party unless such counsel has been approved by the Indemnifying Party, which approval shall not be unreasonably withheld or delayed. The Indemnifying Party shall not be liable for any settlement of any such Proceeding made without its consent, which shall not be unreasonably withheld or delayed, but if settled with the consent of the Indemnifying Party, or if settled without its consent (if its consent shall be unreasonably withheld or delayed), or if there be a final, nonappealable judgment for an adversary party in any such Proceeding, the Indemnifying Party shall indemnify and hold harmless the Indemnified Parties from and against any liabilities and loss incurred by such Indemnified Parties by reason of such settlement or judgment. (e) At any time any Indemnified Party has reason to believe circumstances exist which could reasonably result in an Environmental Liability, upon reasonable prior Notice to Lessee and Manager stating such Indemnified Party’s basis for such belief, an Indemnified Party shall be given immediate access to the Leased Property (including, but not limited to, the right to enter upon, investigate, drill ▇▇▇▇▇, take soil borings, excavate, monitor, test, cap and use available land for the testing of remedial technologies), Lessee’s employees, and to all relevant documents and records regarding the matter as to which a responsibility, liability or obligation is asserted or which is the subject of any Proceeding; provided that such access may he conditioned or restricted as may be reasonably necessary to ensure compliance with law and the safety of personnel and facilities or to protect confidential or privileged information. All Indemnified Parties requesting such immediate access and cooperation shall endeavor to coordinate such efforts to result in as minimal interruption of the operation of such Borrower's business, except to the Leased Property as practicable.extent that failure to obtain or maintain any such Environmental Permits could not reasonably be expected to have a Material Adverse Effect; 10.4.9. permit Agent, at any time after notice to Borrowers and in Agent's sole discretion, to commission an investigation into the presence of Regulated Substances or Contamination on, from or affecting any of the Real Estate, or the compliance with Environmental Laws at, or relating to, any of the Real Estate. Such an investigation performed by Agent shall be at Borrowers' expense if the performance of the investigation is commenced (fi) The indemnification rights and obligations provided for upon or after the occurrence of a Default or an Event of Default; or (ii) because Agent has a reasonable belief that an Obligor has violated any provision of any of the Credit Documents (including any representation, warranty or covenant in this Article 8 Agreement). All other investigations performed by Agent shall be in addition at Agent's and Lenders' expense. In connection with any such investigation, each Borrower, its tenants, subtenants, occupants and assigns, shall comply with all reasonable requests for information made by Agent or its agents and each Borrower represents and warrants that all responses to any indemnification such requests for information will be correct and complete. Each Borrower covenants and agrees to provide Agent and its consultants and advisors with rights of access to all areas of the Real Estate and obligations provided to permit Agent and its consultants and advisors to perform testing (including any invasive testing) necessary or appropriate, in Agent's reasonable judgment, to perform such investigation. Each Borrower acknowledges and agrees that neither Agent nor any Lender is under any duty to conduct any such investigations of the Real Estate and any such investigations by Agent shall be solely for elsewhere in this Lease. (g) The indemnification rights and obligations provided for in this Article 8 shall survive the termination of this Lease. For purposes of this Section 8.3protecting Agent's Liens upon the Real Estate and preserving its rights under the Credit Documents. No site visit, all amounts for which any Indemnified Party seeks indemnification shall be computed net of (a) any actual income tax benefit resulting therefrom to such Indemnified Party, (b) any insurance proceeds received (net of tax effects) with respect thereto, and (c) any amounts recovered (net of tax effects) from any third parties based on claims the Indemnified Party has against such third parties which reduce the damages that would otherwise be sustained; provided that in all cases, the timing of the receipt or realization of insurance proceeds or income tax benefits or recoveries from third parties shall be taken into account in determining the amount of reduction of damages. Each Indemnified Party agrees to use its reasonable efforts to pursueobservation, or assign testing by Agent shall constitute a waiver of any Default or Event of Default or be characterized as a representation regarding the presence or absence of Regulated Substances or Contamination at the Real Estate. Neither Agent nor any Lender owes any duty of care to Lessee protect Borrowers or Lessor, as the case may be, any claims or rights it may have against any third party that would materially reduce from the amount presence of damages otherwise incurred Regulated Substances, Contamination or any other adverse condition affecting the Real Estate nor shall Agent or any Lender be obligated to disclose to Borrowers or any third party any report or findings made in connection with any investigation done on behalf of Agent unless required by Applicable Law; 10.4.10. promptly commence and perform any corrective work required under Applicable Law to address any Environmental Damages ("Corrective Work"), unless such Indemnified Party. Notwithstanding anything Corrective Work is being performed by Sellers pursuant to the contrary contained in this Lease, if Lessor shall become entitled to the possession of the Leased Property by virtue of the termination of the Lease or repossession of the Leased Property, then Lessor may assign its indemnification rights under this Section 8.3 (but not any other rights under this Section 8.3) obligations to any Person to whom Lessor subsequently transfers the Leased PropertyRemington, subject to the following conditions and limitations, each of which shall be deemed to be incorporated into the terms of such assignment, whether or not specifically referred to therein: after (i) The indemnification rights referred to in this section may be assigned only if a known Environmental Liability then exists or if a Proceeding is then pending or, to the Borrower obtains actual knowledge of Lessee any Contamination on, in, under, affecting, or Lessor, then threatened with respect migrating to or from any of the Leased Property; Real Estate or any surrounding areas; or (ii) Such an event occurs for which Agent can seek indemnification rights shall be limited from a Borrower pursuant to Environmental Liabilities relating to or specifically affecting the Leased Property; and (iii) Any assignment of such indemnification rights shall be limited to the immediate transferee of Lessor, and shall not extend to any such transferee’s successors or assigns.Section 15.2;

Environmental Covenants. Lessor and Lessee (in addition toThe Borrower will, and not in diminution of, Lessee’s covenants and undertakings in Sections 8.1 and 8.2 hereof) covenant and agree as followsthe Borrower will cause each Yamana Group Company to: (a) At all times hereafter until except to the later of extent that the failure to do so would not reasonably be expected to have a Materially Adverse Effect, (i) such time as use and operate all liabilitiesof its facilities and properties in compliance with any Environmental Laws and the Agreed Environmental Requirements, duties or obligations of Lessee to Lessor under the Lease have been satisfied in full and (ii) such time as Lessee completely vacates the Leased Property keep all necessary or advisable permits, approvals, certificates, licenses and surrenders possession of the same other authorisations relating to Lessorenvironmental matters in effect and remain in compliance therewith, Lessee shall fully comply and (iii) handle all Hazardous Materials in material compliance with all applicable Environmental Laws applicable to the Leased Property and the operations thereon. Lessee agrees to give Lessor prompt Notice of (1) all Agreed Environmental Liabilities; (2) all pending, threatened or anticipated Proceedings, and all notices, demands, requests or investigations, relating to any Environmental Liability or relating to the issuance, revocation or change in any Environmental Authorization required for operation of the Leased Property; (3) all Releases at, on, in, under or in any way affecting the Leased Property, or any Release known by Lessee at, on, in or under any property adjacent to the Leased Property; and (4) all facts, events or conditions that could reasonably lead to the occurrence of any of the above-referenced matters.Requirements; (b) Lessor hereby agrees to defendpromptly after an Authorised Representative of the Borrower actually becomes aware of (or, indemnify and save harmless any and all Lessee Indemnified Parties from and against any and all Environmental Liabilities other than (i) Environmental Liabilities resulting from conditions disclosed in any environmental audit obtained by Lessor and provided to Lessee prior to the execution of this Lease (the “Environmental Audit”), and (ii) Environmental Liabilities having made such enquiry which were caused by the acts or negligent failures to act of Lessee. (c) Lessee hereby agrees to defend, indemnify and save harmless any and all Lessor Indemnified Parties from and against any and all Environmental Liabilities which were (i) resulting from conditions disclosed a reasonably prudent Person in the Environmental Audit, and (ii) caused by the acts or negligent failures to act of Lessee. (d) If any Proceeding is brought against any Indemnified Party in respect of an Environmental Liability with respect to which such Indemnified Party may claim indemnification under either Subsection 8.3(b) or (c), the Indemnifying Party, upon request, shall at its sole expense resist and defend such Proceeding, or cause the same to be resisted and defended by counsel designated by the Indemnified Party and approved by the Indemnifying Party, which approval shall not be unreasonably withheld or delayed; provided, however, that such approval shall not be required in the case of defense by counsel designated by any insurance company undertaking such defense pursuant to any applicable policy of insurance. Each Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses position of such counsel will Authorised Representative should be at the sole expense of such Indemnified Party unless such counsel has been approved by the Indemnifying Partymaking, which approval shall not be unreasonably withheld or delayed. The Indemnifying Party shall not be liable for any settlement of any such Proceeding made without its consent, which shall not be unreasonably withheld or delayed, but if settled with the consent of the Indemnifying Party, or if settled without its consent (if its consent shall be unreasonably withheld or delayed), or if there be a final, nonappealable judgment for an adversary party in any such Proceeding, the Indemnifying Party shall indemnify and hold harmless the Indemnified Parties from and against any liabilities and loss incurred by such Indemnified Parties by reason of such settlement or judgment. (e) At any time any Indemnified Party has reason to believe circumstances exist which could reasonably result in an Environmental Liability, upon reasonable prior Notice to Lessee and Manager stating such Indemnified Party’s basis for such belief, an Indemnified Party shall be given immediate access to the Leased Property (including, but not limited to, the right to enter upon, investigate, drill ▇▇▇▇▇, take soil borings, excavate, monitor, test, cap and use available land for the testing of remedial technologies), Lessee’s employees, and to all relevant documents and records regarding the matter as to which a responsibility, liability or obligation is asserted or which is the subject of any Proceeding; provided that such access may he conditioned or restricted as may be reasonably necessary to ensure compliance with law and the safety of personnel and facilities or to protect confidential or privileged information. All Indemnified Parties requesting such immediate access and cooperation shall endeavor to coordinate such efforts to result in as minimal interruption of the operation of the Leased Property as practicable. (f) The indemnification rights and obligations provided for in this Article 8 shall be in addition to any indemnification rights and obligations provided for elsewhere in this Lease. (g) The indemnification rights and obligations provided for in this Article 8 shall survive the termination of this Lease. For purposes of this Section 8.3, all amounts for which any Indemnified Party seeks indemnification shall be computed net of (ashould have become aware of) any actual income tax benefit resulting therefrom to such Indemnified Party, (b) any insurance proceeds received (net breach of tax effects) with respect thereto, and (c) any amounts recovered (net of tax effects) from any third parties based on claims the Indemnified Party has against such third parties which reduce the damages that would otherwise be sustained; provided that in all cases, the timing of the receipt Environmental Law or realization of insurance proceeds or income tax benefits or recoveries from third parties shall be taken into account in determining the amount of reduction of damages. Each Indemnified Party agrees to use its reasonable efforts to pursue, or assign to Lessee or Lessor, as the case may be, any claims or rights it may have against any third party that would materially reduce the amount of damages otherwise incurred by such Indemnified Party. Notwithstanding anything to the contrary contained in this Lease, if Lessor shall become entitled to the possession of the Leased Property by virtue of the termination of the Lease or repossession of the Leased Property, then Lessor may assign its indemnification rights under this Section 8.3 (but not any other rights under this Section 8.3) to any Person to whom Lessor subsequently transfers the Leased Property, subject to the following conditions and limitations, each of which shall be deemed to be incorporated into the terms of such assignment, whether or not specifically referred to therein:Agreed Environmental Requirements; (i) The indemnification rights referred diligently and expeditiously take, or cause other Yamana Group Companies to in this section may be assigned only if a known Environmental Liability then exists or if a Proceeding is then pending ordiligently and expeditiously take, all reasonable steps available to the knowledge of Lessee or Lessor, then threatened with respect them to the Leased Propertyremedy such breach; (ii) Such indemnification rights shall be limited to notify the Facility Agent of any breach of any Environmental Liabilities relating to Law or specifically affecting the Leased PropertyAgreed Environmental Requirements that is material; and (iii) Any assignment co-operate fully with any independent expert engaged by the Lenders to investigate, and monitor the progress of the Yamana Group Companies in remedying any material breach of any Environmental Law or Agreed Environmental Requirements (and the Borrower hereby undertakes to pay all fees and all reasonable costs and expenses of such indemnification rights shall be limited independent expert); (c) promptly notify the Facility Agent and provide copies upon receipt of all material written claims, complaints, notices or inquiries relating to the immediate transferee condition of Lessor, its facilities and shall not extend properties or compliance with Environmental Laws and the Agreed Environmental Requirements; and (d) provide such information and certifications which the Facility Agent may reasonably request from time to any such transferee’s successors or assignstime to evidence compliance with this Clause.

Environmental Covenants. Lessor For so long as there are any Revolver Commitments outstanding and Lessee thereafter until payment in full of the Obligations (except for contingent Obligations of Borrowers under indemnifications that survive termination of the Revolver Commitments), each Borrower covenants that, unless the Required Lenders have otherwise consented thereto in addition writing, it shall and shall cause all of its Subsidiaries to, and not in diminution of, Lessee’s covenants and undertakings in Sections 8.1 and 8.2 hereof) covenant and agree as follows: (a) At 10.4.1. ensure that all times hereafter until activities at all of the later Real Estate to be conducted in material compliance with all applicable Environmental Laws, except to the extent that any such noncompliance could not reasonably be expected to have a Material Adverse Effect and does not result in the imposition of any Lien on any such Real Estate that is not a Permitted Lien. 10.4.2. provide Agent with (i) copies of all Environmental Notices and all other correspondence, notices of violation, summons, orders, complaints or other documents received by such time as all liabilitiesBorrower, duties its lessees, sublessees, occupants or obligations of Lessee assigns, pertaining to Lessor under the Lease have been satisfied in full and compliance with any Environmental Laws; (ii) such time as Lessee completely vacates the Leased Property and surrenders possession copies of all reports of previous environmental investigations undertaken at any of the same Real Estate, which such Borrower has or knows of and can obtain possession; and (iii) any other environmental information, including copies of Environmental Permits or other licenses, certificates and permits required by the Environmental Laws that Agent may reasonably request. 10.4.3. not generate, manufacture, refine, transport, transfer, produce, store, use, process, treat, dispose of, handle, or in any manner deal with, any Regulated Substances on any part of any of the Real Estate, nor permit others to Lessorengage in any such activity on the Real Estate, Lessee shall fully comply except for (i) those Regulated Substances which are used or present in the Ordinary Course of Business in compliance with all Environmental Laws applicable and have not been released into the environment in such a manner as to the Leased Property and the operations thereon. Lessee agrees to give Lessor prompt Notice of constitute Contamination (1) all Environmental Liabilities; (2) all pending, threatened or anticipated Proceedings, and all notices, demands, requests or investigations, relating to any Environmental Liability or relating to the issuance, revocation or change in any Environmental Authorization required except for operation of the Leased Property; (3) all Releases at, on, in, under or in any way affecting the Leased Property, or any Release known by Lessee at, onreleases which, in or under any property adjacent the aggregate, could not reasonably be expected to the Leased Property; have a Material Adverse Effect and (4) all facts, events or conditions that could reasonably lead to the occurrence of any of the above-referenced matters. (b) Lessor hereby agrees to defend, indemnify and save harmless any and all Lessee Indemnified Parties from and against any and all Environmental Liabilities other than (i) Environmental Liabilities resulting from conditions disclosed in any environmental audit obtained by Lessor and provided to Lessee prior to the execution of this Lease (the “Environmental Audit”are promptly remediated), and (ii) Environmental Liabilities those Regulated Substances which were caused by are naturally occurring on the acts or negligent failures to act of Lessee. (c) Lessee hereby agrees to defend, indemnify and save harmless any and all Lessor Indemnified Parties from and against any and all Environmental Liabilities which were (i) resulting from conditions disclosed in the Environmental Audit, and (ii) caused by the acts or negligent failures to act of Lessee. (d) If any Proceeding is brought against any Indemnified Party in respect of an Environmental Liability with respect to which such Indemnified Party may claim indemnification under either Subsection 8.3(b) or (c), the Indemnifying Party, upon request, shall at its sole expense resist and defend such Proceeding, or cause the same to be resisted and defended by counsel designated by the Indemnified Party and approved by the Indemnifying Party, which approval shall not be unreasonably withheld or delayed; provided, however, that such approval shall not be required in the case of defense by counsel designated by any insurance company undertaking such defense pursuant to any applicable policy of insurance. Each Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereofReal Estate, but the fees and expenses of only in such counsel will be at the sole expense of such Indemnified Party unless such counsel has been approved by the Indemnifying Party, which approval shall not be unreasonably withheld or delayed. The Indemnifying Party shall not be liable for any settlement of any such Proceeding made without its consent, which shall not be unreasonably withheld or delayed, but if settled with the consent of the Indemnifying Party, or if settled without its consent (if its consent shall be unreasonably withheld or delayed), or if there be a final, nonappealable judgment for an adversary party in any such Proceeding, the Indemnifying Party shall indemnify and hold harmless the Indemnified Parties from and against any liabilities and loss incurred by such Indemnified Parties by reason of such settlement or judgment. (e) At any time any Indemnified Party has reason to believe circumstances exist which could reasonably result in an Environmental Liability, upon reasonable prior Notice to Lessee and Manager stating such Indemnified Party’s basis for such belief, an Indemnified Party shall be given immediate access to the Leased Property (including, but not limited to, the right to enter upon, investigate, drill ▇▇▇▇▇, take soil borings, excavate, monitor, test, cap and use available land for the testing of remedial technologies), Lessee’s employees, and to all relevant documents and records regarding the matter as to which a responsibility, liability or obligation is asserted or which is the subject of any Proceeding; provided that such access may he conditioned or restricted as may be reasonably necessary to ensure compliance with law and the safety of personnel and facilities or to protect confidential or privileged information. All Indemnified Parties requesting such immediate access and cooperation shall endeavor to coordinate such efforts to result in as minimal interruption of the operation of the Leased Property as practicable. (f) The indemnification rights and obligations provided for in this Article 8 shall be in addition to any indemnification rights and obligations provided for elsewhere in this Lease. (g) The indemnification rights and obligations provided for in this Article 8 shall survive the termination of this Lease. For purposes of this Section 8.3, all amounts for which any Indemnified Party seeks indemnification shall be computed net of (a) any actual income tax benefit resulting therefrom to such Indemnified Party, (b) any insurance proceeds received (net of tax effects) with respect thereto, and (c) any amounts recovered (net of tax effects) from any third parties based on claims the Indemnified Party has against such third parties which reduce the damages that would otherwise be sustained; provided that in all cases, the timing of the receipt or realization of insurance proceeds or income tax benefits or recoveries from third parties shall be taken into account in determining the amount of reduction of damages. Each Indemnified Party agrees to use its reasonable efforts to pursue, or assign to Lessee or Lessor, as the case may be, any claims or rights it may have against any third party that would materially reduce the amount of damages otherwise incurred by such Indemnified Party. Notwithstanding anything to the contrary contained in this Lease, if Lessor shall become entitled to the possession of the Leased Property by virtue of the termination of the Lease or repossession of the Leased Property, then Lessor may assign its indemnification rights under this Section 8.3 (but not any other rights under this Section 8.3) to any Person to whom Lessor subsequently transfers the Leased Property, subject to the following conditions and limitations, each of which shall be deemed to be incorporated into the terms of such assignment, whether or not specifically referred to therein: (i) The indemnification rights referred to in this section may be assigned only if a known Environmental Liability then exists or if a Proceeding is then pending or, to the knowledge of Lessee or Lessor, then threatened with respect to the Leased Propertynaturally occurring form; (ii) Such indemnification rights shall be limited to Environmental Liabilities relating to or specifically affecting the Leased Property; and (iii) Any assignment of such indemnification rights shall be limited to the immediate transferee of Lessor, and shall not extend to any such transferee’s successors or assigns.

Environmental Covenants. Lessor and Lessee (in addition to, and not in diminution of, Lessee’s covenants and undertakings in Sections 8.1 and 8.2 hereof) covenant and agree as follows: (a) At all times hereafter until the later of Borrower covenants and agrees that it shall and it shall cause Mortgage Borrower to ensure that: (i) such time as all liabilities, duties uses and operations on or obligations of Lessee to Lessor under the Lease have been satisfied in full and (ii) such time as Lessee completely vacates the Leased Property and surrenders possession of the same to LessorProperty, Lessee whether by Borrower or any other Person, shall fully comply be in material compliance with all Environmental Laws applicable and permits issued pursuant thereto except to the Leased extent that (A) any Environmental Law or order or directive of a Governmental Authority with respect thereto is being contested in good faith by appropriate proceedings and the pendency of such proceedings could not be reasonably expected to have a material adverse effect on the condition (financial or otherwise) or business of Borrower, Mortgage Borrower, Operating Lessee or the condition or ownership of the Pledged Collateral or the Property or (B) Borrower has determined in good faith that contesting the same is not in the best interests of Borrower and the failure to contest the same could not be reasonably expected to have a material adverse effect on the condition (financial or otherwise) or business of Borrower, Mortgage Borrower, Operating Lessee or the condition or ownership of the Pledged Collateral or the Property; (ii) Borrower shall cause, and shall use commercially reasonably efforts to ensure that no Person causes any Releases of Hazardous Substances in, on, under or from the Property except those that are both (A) in compliance with all Environmental Laws and with permits issues pursuant thereto and (B) fully disclosed to Lender in writing; (iii) Borrower shall place no and shall use commercially reasonable efforts to ensure no other Person places Hazardous Substances in, on, or under the Property, except those that are (A) in compliance with all Environmental Laws and with permits issued pursuant thereto (to the extent such permits are required by Environmental Law), (B) de-minimis amounts necessary to operate the Property for the purposes set forth in the Mortgage Loan Agreement which will not result in an environmental condition in, on or under the Property and the operations thereon. Lessee agrees which are otherwise permitted under and used in compliance with Environmental Law or (C) fully disclosed to give Lessor prompt Notice of (1) all Environmental LiabilitiesLender in writing; (2iv) all pending, threatened or anticipated ProceedingsBorrower shall, and shall cause Mortgage Borrower and Operating Lessee to, keep the Property free and clear of all notices, demands, requests or investigations, relating liens and other encumbrances imposed pursuant to any Environmental Liability Law, due to any act or relating to the issuance, revocation or change in any Environmental Authorization required for operation omission of the Leased Property; (3) all Releases at, on, in, under or in any way affecting the Leased Property, or any Release known by Lessee at, on, in or under any property adjacent to the Leased Property; and (4) all facts, events or conditions that could reasonably lead to the occurrence of any of the above-referenced matters. (b) Lessor hereby agrees to defend, indemnify and save harmless any and all Lessee Indemnified Parties from and against any and all Environmental Liabilities other than (i) Environmental Liabilities resulting from conditions disclosed in any environmental audit obtained by Lessor and provided to Lessee prior to the execution of this Lease Borrower (the “Environmental AuditLiens”)) and shall use commercially reasonable efforts to keep the Property free and clear from any Environmental Liens due to any act or omission of any other Person; (v) Borrower shall, and (ii) Environmental Liabilities which were caused by the acts or negligent failures to act of Lessee. (c) shall cause Mortgage Borrower and Operating Lessee hereby agrees to defendto, indemnify and save harmless any and all Lessor Indemnified Parties from and against any and all Environmental Liabilities which were (i) resulting from conditions disclosed in the Environmental Audit, and (ii) caused by the acts or negligent failures to act of Lessee. (d) If any Proceeding is brought against any Indemnified Party in respect of an Environmental Liability with respect to which such Indemnified Party may claim indemnification under either Subsection 8.3(b) or (c), the Indemnifying Party, upon request, shall at its sole expense resist cost and defend such Proceedingexpense, or cause the same fully and expeditiously cooperate in all activities pursuant to be resisted subsection (b) below, including but not limited to providing all relevant information and defended by counsel designated by the Indemnified Party making knowledgeable persons available for interviews at reasonable times upon reasonable notice; (vi) Borrower shall, at its sole cost and approved by the Indemnifying Partyexpense, which approval shall not be unreasonably withheld or delayed; provided, however, that such approval shall not be required comply with all reasonable written requests of Lender made in the case of defense by counsel designated by any insurance company undertaking such defense pursuant to any applicable policy of insurance. Each Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel will be at the sole expense of such Indemnified Party unless such counsel has been approved by the Indemnifying Party, which approval shall not be unreasonably withheld or delayed. The Indemnifying Party shall not be liable for any settlement of any such Proceeding made without its consent, which shall not be unreasonably withheld or delayed, but if settled with the consent of the Indemnifying Party, or if settled without its consent (if its consent shall be unreasonably withheld or delayed), or if there be a final, nonappealable judgment for an adversary party in any such Proceeding, the Indemnifying Party shall indemnify and hold harmless the Indemnified Parties from and against any liabilities and loss incurred by such Indemnified Parties by reason of such settlement or judgment. (e) At any time any Indemnified Party event that Lender has reason to believe circumstances exist which could that an environmental hazard exists on the Property to (A) reasonably result in an Environmental Liabilityeffectuate Remediation of any Release of a Hazardous Substance) in, upon reasonable prior Notice to Lessee and Manager stating such Indemnified Party’s basis for such beliefon, an Indemnified Party shall be given immediate access under or from the Property to the Leased Property extent required under Environmental Law; (includingB) comply with any Environmental Law; (C) comply with any directive from any Governmental Authority; and (D) take any other reasonable action necessary or appropriate for protection of human health or the environment; (vii) Borrower shall not, but not limited nor cause or permit Mortgage Borrower or Operating Lessee to, the right do and shall use commercially reasonable efforts not to enter upon, investigate, drill ▇▇▇▇▇, take soil borings, excavate, monitor, test, cap and use available land for the testing of remedial technologies), Lessee’s employees, and to all relevant documents and records regarding the matter as to which a responsibility, liability allow any Tenant or obligation is asserted or which is the subject of any Proceeding; provided that such access may he conditioned or restricted as may be reasonably necessary to ensure compliance with law and the safety of personnel and facilities or to protect confidential or privileged information. All Indemnified Parties requesting such immediate access and cooperation shall endeavor to coordinate such efforts to result in as minimal interruption other user of the operation Property to do any act relating to environmental matters that materially increases the dangers to human health or the environment, poses an unreasonable risk of the Leased Property as practicable. (f) The indemnification rights and obligations provided for in this Article 8 shall be in addition to any indemnification rights and obligations provided for elsewhere in this Lease. (g) The indemnification rights and obligations provided for in this Article 8 shall survive the termination of this Lease. For purposes of this Section 8.3, all amounts for which any Indemnified Party seeks indemnification shall be computed net of (a) any actual income tax benefit resulting therefrom to such Indemnified Party, (b) any insurance proceeds received (net of tax effects) with respect thereto, and (c) any amounts recovered (net of tax effects) from any third parties based on claims the Indemnified Party has against such third parties which reduce the damages that would otherwise be sustained; provided that in all cases, the timing of the receipt or realization of insurance proceeds or income tax benefits or recoveries from third parties shall be taken into account in determining the amount of reduction of damages. Each Indemnified Party agrees to use its reasonable efforts to pursue, or assign to Lessee or Lessor, as the case may be, any claims or rights it may have against any third party that would materially reduce the amount of damages otherwise incurred by such Indemnified Party. Notwithstanding anything to the contrary contained in this Lease, if Lessor shall become entitled to the possession of the Leased Property by virtue of the termination of the Lease or repossession of the Leased Property, then Lessor may assign its indemnification rights under this Section 8.3 (but not any other rights under this Section 8.3) harm to any Person to whom Lessor subsequently transfers (whether on or off the Leased Property), impairs or may impair the value of the Property, subject to the following conditions and limitations, each of which shall be deemed to be incorporated into the terms of such assignment, whether or not specifically referred to therein: (i) The indemnification rights referred to in this section may be assigned only if a known Environmental Liability then exists or if a Proceeding is then pending or, to the knowledge of Lessee or Lessor, then threatened with respect to the Leased Property; (ii) Such indemnification rights shall be limited to Environmental Liabilities relating to or specifically affecting the Leased Property; and (iii) Any assignment of such indemnification rights shall be limited to the immediate transferee of Lessor, and shall not extend contrary to any such transferee’s successors or assigns.requirement of any insurer, constitutes a

Environmental Covenants. Lessor and Lessee (in addition to, and not in diminution of, Lessee’s covenants and undertakings in Sections 8.1 VIII and 8.2 hereof) covenant and agree as follows: (a) At all times hereafter until the later of (i) such time as all liabilities, duties or obligations of Lessee to the Lessor under the Lease have been satisfied in full and (ii) such time as Lessee completely vacates the Leased Property and surrenders possession of the same to Lessor, Lessee shall fully comply with all Environmental Laws applicable to the Leased Property and the operations thereon. Lessee agrees to give Lessor prompt Notice written notice of (1) all Environmental Liabilities; (2) all pending, threatened or anticipated Proceedings, and all notices, demands, requests or investigations, relating to any Environmental Liability or relating to the issuance, revocation or change in any Environmental Authorization required for operation of the Leased Property; (3) all Releases at, on, in, under or in any way affecting the Leased Property, or any Release known by Lessee at, on, in or under any property adjacent to the Leased Property; and (4) all facts, events or conditions that could reasonably lead to the occurrence of any of the above-referenced matters. (b) Lessor hereby agrees to defend, indemnify and save harmless any and all Lessee Indemnified Parties from and against any and all Environmental Liabilities other than (i) Environmental Liabilities resulting from conditions disclosed in any environmental audit obtained by Lessor and provided to Lessee prior to the execution of this Lease (the “Environmental Audit”), and (ii) Environmental Liabilities which were caused by the acts or grossly negligent failures to act of Lessee. (c) Lessee hereby agrees to defend, indemnify and save harmless any and all Lessor Indemnified Parties from and against any and all Environmental Liabilities which were (i) resulting from conditions disclosed in the Environmental Audit, and (ii) caused by the acts or grossly negligent failures to act of Lessee. (d) If any Proceeding is brought against any Indemnified Party in respect of an Environmental Liability with respect to which such Indemnified Party may claim indemnification under either Subsection Section 8.3(b) or (c8.3(c), the Indemnifying Party, upon request, shall at its sole expense resist and defend such Proceeding, or cause the same to be resisted and defended by counsel designated by the Indemnified Party and approved by the Indemnifying Party, which approval shall not be unreasonably withheld or delayedwithheld; provided, however, that such approval shall not be required in the case of defense by counsel designated by any insurance company undertaking such defense pursuant to any applicable policy of insurance. Each Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel will be at the sole expense of such Indemnified Party unless such counsel has been approved by the Indemnifying Party, which approval shall not be unreasonably withheld or delayedwithheld. The Indemnifying Party shall not be liable for any settlement of any such Proceeding made without its consent, which shall not be unreasonably withheld or delayedwithheld, but if settled with the consent of the Indemnifying Party, or if settled without its consent (if its consent shall be unreasonably withheld or delayedwithheld), or if there be a final, nonappealable judgment for an adversary party in any such Proceeding, the Indemnifying Party shall indemnify and hold harmless the Indemnified Parties from and against any liabilities and loss incurred by such Indemnified Parties by reason of such settlement or judgment. (e) At any time any Indemnified Party has reason to believe circumstances exist which could reasonably result in an Environmental Liability, upon reasonable prior Notice written notice to Lessee and Manager stating such Indemnified Party’s basis for such belief, an Indemnified Party shall be given immediate access to the Leased Property (including, but not limited to, the right to enter upon, investigate, drill ▇▇▇▇▇, take soil borings, excavate, monitor, test, cap and use available land for the testing of remedial technologies), Lessee’s employees, and to all relevant documents and records regarding the matter as to which a responsibility, liability or obligation is asserted or which is the subject of any Proceeding; provided that such access may he be conditioned or restricted as may be reasonably necessary to ensure compliance with law and the safety of personnel and facilities or to protect confidential or privileged information. All Indemnified Parties requesting such immediate access and cooperation shall endeavor to coordinate such efforts to result in as minimal interruption of the operation of the Leased Property as practicable. (f) The indemnification rights and obligations provided for in this Article 8 VIII shall be in addition to any indemnification rights and obligations provided for elsewhere in this Lease. (g) The indemnification rights and obligations provided for in this Article 8 VIII shall survive the termination of this LeaseAgreement. For purposes of this Section 8.3, all amounts for which any Indemnified Party seeks indemnification shall be computed net of (a) any actual income tax benefit resulting therefrom to such Indemnified Party, (b) any insurance proceeds received (net of tax effects) with respect thereto, and (c) any amounts recovered (net of tax effects) from any third parties based on claims the Indemnified Party has against such third parties which reduce the damages that would otherwise be sustained; provided that in all cases, the timing of the receipt or realization of insurance proceeds or income tax benefits or recoveries from third parties shall be taken into account in determining the amount of reduction of damages. Each Indemnified Party agrees to use its reasonable efforts to pursue, or assign to Lessee or Lessor, as the case may be, any claims or rights it may have against any third party that which would materially reduce the amount of damages otherwise incurred by such Indemnified Party. Notwithstanding anything to the contrary contained in this LeaseAgreement, if Lessor shall become entitled to the possession of the Leased Property by virtue of the termination of the Lease or repossession of the Leased Property, then Lessor may assign its indemnification rights under this Section 8.3 of this Agreement (but not any other rights under this Section 8.3hereunder) to any Person to whom the Lessor subsequently transfers the Leased Property, subject to the following conditions and limitations, each of which shall be deemed to be incorporated into the terms of such assignment, whether or not specifically referred to therein: (i1) The indemnification rights referred to in this section may be assigned only if a known Environmental Liability then exists or if a Proceeding is then pending or, to the knowledge of Lessee or Lessor, then threatened with respect to the Leased Property;. (ii2) Such indemnification rights shall be limited to Environmental Liabilities relating to or specifically affecting the Leased Property; and (iii3) Any assignment of such indemnification rights shall be limited to the immediate transferee of Lessor, and shall not extend to any such transfereetransferree’s successors or assigns.

Environmental Covenants. Lessor and Lessee (in addition to, and not in diminution of, Lessee’s covenants and undertakings in Sections 8.1 and 8.2 hereof) covenant and agree as follows: (a) At all times hereafter until the later of (i) such time as all liabilities, duties or obligations of Lessee to Lessor under the Lease have been satisfied in full and (ii) such time as Lessee completely vacates the Leased Property and surrenders possession of the same to Lessor, Lessee shall fully comply with all Environmental Laws applicable to the Leased Property and the operations thereon, except to the extent that such compliance would require the remediation of Environmental Liabilities for which Lessee has no indemnity obligations under Section 8.3(c). Lessee agrees to give Lessor prompt Notice written notice of (1) all Environmental Liabilities; (2) all pending, threatened or anticipated Proceedings, and all notices, demands, requests or investigations, relating to any Environmental Liability or relating to the issuance, revocation or change in any Environmental Authorization required for operation of the Leased Property; (3) all Releases at, on, in, under or in any way affecting the Leased Property, or any Release known by Lessee at, on, in or under any property adjacent to the Leased Property; and (4) all facts, events or conditions that could reasonably lead to the occurrence of any of the above-referenced matters. (b) Lessor hereby agrees to defend, indemnify and save harmless any and all Lessee Indemnified Parties from and against any and all Environmental Liabilities other than (i) Environmental Liabilities resulting from conditions disclosed in any environmental audit obtained by Lessor and provided to Lessee prior to the execution of this Lease (the “Environmental Audit”), and (ii) Environmental Liabilities which were extent caused by the grossly negligent acts or negligent failures to act of LesseeLessor. (c) Lessee hereby agrees to defend, indemnify and save harmless any and all Lessor Indemnified Parties from and against any and all Environmental Liabilities which were (i) resulting from conditions disclosed in to the Environmental Audit, and (ii) extent caused by the grossly negligent acts or negligent failures to act of Lessee. (d) If any Proceeding is brought against any Indemnified Party in respect of an Environmental Liability with respect to which such Indemnified Party may claim indemnification under either Subsection Section 8.3(b) or (c), the Indemnifying Party, upon request, shall at its sole expense resist and defend such Proceeding, or cause the same to be resisted and defended by counsel designated by the Indemnified Party and approved by the Indemnifying Party, which approval shall not be unreasonably withheld or delayedwithheld; provided, however, that such approval shall not be required in the case of defense by counsel designated by any insurance company undertaking such defense pursuant to any applicable policy of insurance. Each Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel will be at the sole expense of such Indemnified Party unless such counsel has been approved by the Indemnifying Party, which approval shall not be unreasonably withheld or delayedwithheld. The Indemnifying Party shall not be liable for any settlement of any such Proceeding made without its consent, which shall not be unreasonably withheld or delayedwithheld, but if settled with the consent of the Indemnifying Party, or if settled without its consent (if its consent shall be unreasonably withheld or delayedwithheld), or if there be a final, nonappealable judgment for an adversary party in any such Proceeding, the Indemnifying Party shall indemnify and hold harmless the Indemnified Parties from and against any liabilities and loss incurred by such Indemnified Parties by reason of such settlement or judgment. (e) At any time any Indemnified Party has reason to believe circumstances exist which could reasonably result in an Environmental Liability, upon reasonable prior Notice to Lessee and Manager stating such Indemnified Party’s basis for such belief, an Indemnified Party shall be given immediate access to the Leased Property (including, but not limited to, the right to enter upon, investigate, drill ▇▇▇▇▇, take soil borings, excavate, monitor, test, cap and use available land for the testing of remedial technologies), Lessee’s employees, and to all relevant documents and records regarding the matter as to which a responsibility, liability or obligation is asserted or which is the subject of any Proceeding; provided that such access may he conditioned or restricted as may be reasonably necessary to ensure compliance with law and the safety of personnel and facilities or to protect confidential or privileged information. All Indemnified Parties requesting such immediate access and cooperation shall endeavor to coordinate such efforts to result in as minimal interruption of the operation of the Leased Property as practicable. (f) The indemnification rights and obligations provided for in this Article 8 shall be in addition to any indemnification rights and obligations provided for elsewhere in this Lease. (g) The indemnification rights and obligations provided for in this Article 8 shall survive the termination of this Lease. For purposes of this Section 8.3, all amounts for which any Indemnified Party seeks indemnification shall be computed net of (a) any actual income tax benefit resulting therefrom to such Indemnified Party, (b) any insurance proceeds received (net of tax effects) with respect thereto, and (c) any amounts recovered (net of tax effects) from any third parties based on claims the Indemnified Party has against such third parties which reduce the damages that would otherwise be sustained; provided that in all cases, the timing of the receipt or realization of insurance proceeds or income tax benefits or recoveries from third parties shall be taken into account in determining the amount of reduction of damages. Each Indemnified Party agrees to use its reasonable efforts to pursue, or assign to Lessee or Lessor, as the case may be, any claims or rights it may have against any third party that would materially reduce the amount of damages otherwise incurred by such Indemnified Party. Notwithstanding anything to the contrary contained in this Lease, if Lessor shall become entitled to the possession of the Leased Property by virtue of the termination of the Lease or repossession of the Leased Property, then Lessor may assign its indemnification rights under this Section 8.3 (but not any other rights under this Section 8.3) to any Person to whom Lessor subsequently transfers the Leased Property, subject to the following conditions and limitations, each of which shall be deemed to be incorporated into the terms of such assignment, whether or not specifically referred to therein: (i) The indemnification rights referred to in this section may be assigned only if a known Environmental Liability then exists or if a Proceeding is then pending or, to the knowledge of Lessee or Lessor, then threatened with respect to the Leased Property; (ii) Such indemnification rights shall be limited to Environmental Liabilities relating to or specifically affecting the Leased Property; and (iii) Any assignment of such indemnification rights shall be limited to the immediate transferee of Lessor, and shall not extend to any such transferee’s successors or assigns.

Environmental Covenants. Lessor and Lessee (in addition to, and not in diminution of, Lessee’s covenants and undertakings in Sections 8.1 and 8.2 hereof) covenant and agree as followsBorrower covenants: (aA) At all times hereafter until That no Hazardous Materials (as defined below) are currently on or in the later Property (except as expressly described in the Phase I Environmental Site Assessment of (ithe Property prepared by ATC Associates, Inc. as Project Number 70 12990 4136, dated June 30, 2004, as updated for Lender) such time as all liabilitiesor shall be installed, duties used, generated, manufactured, treated, handled, refined, produced, processed, stored or obligations of Lessee to Lessor disposed of, in, on or under the Lease Property other than Hazardous Materials in quantities and of types reasonably and customarily associated with general office use which have been satisfied and are stored, used and disposed of in full and compliance with Hazardous Material Laws (iias defined below) such time as Lessee completely vacates the Leased Property and surrenders possession of the same to Lessor, Lessee shall fully comply with all Environmental Laws applicable to the Leased Property and the operations thereon. Lessee agrees to give Lessor prompt Notice presence of which do not require compliance with any reporting requirements under any Hazardous Material Laws; (B) That no activity shall be undertaken on the Property which would cause: (1) all Environmental Liabilities; the Property to become a hazardous waste treatment, storage or disposal facility under any Hazardous Material Law, (2) all pendinga release or threatened release of Hazardous Material from the Property in violation of any Hazardous Material Law, threatened or anticipated Proceedings, and all notices, demands, requests or investigations, relating to any Environmental Liability or relating to the issuance, revocation or change in any Environmental Authorization required for operation of the Leased Property; or (3) all Releases atthe discharge of Hazardous Material into any watercourse, on, in, under body of surface or in any way affecting the Leased Propertysubsurface water or wetland, or the discharge into the atmosphere of any Release known Hazardous Material which would require a permit under any Hazardous Material Law and for which no such permit has been issued; (C) That no activity shall be undertaken or permitted to be undertaken, by Lessee atBorrower on the Property which would result in a violation under any Hazardous Material Law; and (D) To obtain and deliver to Lender, onwithin a reasonable time following completion of actions required by an appropriate governmental agency, certifications of engineers or other professionals reasonably acceptable to Lender, in form and substance satisfactory to Lender, certifying that all necessary and required actions to clean up, remove, contain, prevent and eliminate all releases or under any property adjacent threats of release of Hazardous Materials on or about the Property to the Leased Property; and (4) all factslevels required by the appropriate governmental agencies have been taken and, events or conditions that could reasonably lead to the occurrence knowledge of any of the above-referenced matters. (b) Lessor hereby agrees to defend, indemnify and save harmless any and all Lessee Indemnified Parties from and against any and all Environmental Liabilities other than (i) Environmental Liabilities resulting from conditions disclosed in any environmental audit obtained by Lessor and provided to Lessee prior to the execution of this Lease (the “Environmental Audit”), and (ii) Environmental Liabilities which were caused by the acts or negligent failures to act of Lessee. (c) Lessee hereby agrees to defend, indemnify and save harmless any and all Lessor Indemnified Parties from and against any and all Environmental Liabilities which were (i) resulting from conditions disclosed in the Environmental Audit, and (ii) caused by the acts or negligent failures to act of Lessee. (d) If any Proceeding is brought against any Indemnified Party in respect of an Environmental Liability with respect to which such Indemnified Party may claim indemnification under either Subsection 8.3(b) or (c)professional, the Indemnifying Party, upon request, shall at its sole expense resist and defend such Proceeding, or cause the same to be resisted and defended by counsel designated by the Indemnified Party and approved by the Indemnifying Party, which approval shall not be unreasonably withheld or delayed; provided, however, that such approval shall not be required Property is then in the case of defense by counsel designated by any insurance company undertaking such defense pursuant to any applicable policy of insurance. Each Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel will be at the sole expense of such Indemnified Party unless such counsel has been approved by the Indemnifying Party, which approval shall not be unreasonably withheld or delayed. The Indemnifying Party shall not be liable for any settlement of any such Proceeding made without its consent, which shall not be unreasonably withheld or delayed, but if settled with the consent of the Indemnifying Party, or if settled without its consent (if its consent shall be unreasonably withheld or delayed), or if there be a final, nonappealable judgment for an adversary party in any such Proceeding, the Indemnifying Party shall indemnify and hold harmless the Indemnified Parties from and against any liabilities and loss incurred by such Indemnified Parties by reason of such settlement or judgment. (e) At any time any Indemnified Party has reason to believe circumstances exist which could reasonably result in an Environmental Liability, upon reasonable prior Notice to Lessee and Manager stating such Indemnified Party’s basis for such belief, an Indemnified Party shall be given immediate access to the Leased Property (including, but not limited to, the right to enter upon, investigate, drill ▇▇▇▇▇, take soil borings, excavate, monitor, test, cap and use available land for the testing of remedial technologies), Lessee’s employees, and to all relevant documents and records regarding the matter as to which a responsibility, liability or obligation is asserted or which is the subject of any Proceeding; provided that such access may he conditioned or restricted as may be reasonably necessary to ensure compliance with law applicable Hazardous Material Laws as then in effect and the safety of personnel and facilities or applicable to protect confidential or privileged information. All Indemnified Parties requesting such immediate access and cooperation shall endeavor to coordinate such efforts to result in as minimal interruption of the operation of the Leased Property as practicable. (f) The indemnification rights and obligations provided for in this Article 8 shall be in addition to any indemnification rights and obligations provided for elsewhere in this Lease. (g) The indemnification rights and obligations provided for in this Article 8 shall survive the termination of this Leaseactions. For purposes of this Section 8.3Security Deed, all amounts for which "Hazardous Materials" means and includes asbestos or any Indemnified Party seeks indemnification shall be computed net of (a) substance containing asbestos, polychlorinated biphenyls, any actual income tax benefit resulting therefrom explosives, radioactive materials, chemicals known or suspected to such Indemnified Partycause cancer or reproductive toxicity, (b) pollutants, effluents, contaminants, emissions, infectious wastes, any insurance proceeds received (net of tax effects) with respect theretopetroleum or petroleum-derived waste or product or related materials and any items defined as hazardous, and (c) special or toxic materials, substances or waste under any amounts recovered (net of tax effects) from any third parties based on claims the Indemnified Party has against such third parties which reduce the damages that would otherwise be sustained; provided that in all cases, the timing of the receipt or realization of insurance proceeds or income tax benefits or recoveries from third parties shall be taken into account in determining the amount of reduction of damages. Each Indemnified Party agrees to use its reasonable efforts to pursueHazardous Material Law, or assign to Lessee or Lessor, as the case may be, any claims or rights it may have against any third party that would materially reduce the amount of damages otherwise incurred by such Indemnified Party. Notwithstanding anything to the contrary contained in this Lease, if Lessor shall become entitled to the possession of the Leased Property by virtue of the termination of the Lease or repossession of the Leased Property, then Lessor may assign its indemnification rights under this Section 8.3 (but not any other rights under this Section 8.3) to any Person to whom Lessor subsequently transfers the Leased Property, subject to the following conditions and limitations, each of material which shall be deemed to be incorporated into removed from the terms of such assignment, whether or not specifically referred to therein: (i) The indemnification rights referred to in this section may be assigned only if a known Environmental Liability then exists or if a Proceeding is then pending or, to the knowledge of Lessee or Lessor, then threatened with respect to the Leased Property; (ii) Such indemnification rights shall be limited to Environmental Liabilities relating to or specifically affecting the Leased Property; and (iii) Any assignment of such indemnification rights shall be limited to the immediate transferee of Lessor, and shall not extend Property pursuant to any such transferee’s successors administrative order or assigns.enforcement proceeding or in order to place the Property in a condition

Environmental Covenants. Lessor and Lessee (in addition to, and not in diminution of, Lessee’s Borrower covenants and undertakings in Sections 8.1 agrees with the Lender that, until the Obligations have been fully satisfied and 8.2 hereof) covenant paid and agree as followsthe Commitment has been terminated, the Borrower shall: (a) At Comply with, and shall cause all times hereafter until operators, tenants, subtenants, licensees and occupants of the later Improvements to comply with all applicable Environmental Laws and shall obtain and comply with, and shall cause all operators, tenants, subtenants, licensees and occupants of the Improvements to obtain and comply with, all Environmental Permits. (b) Not cause or permit any change to be made in the present or intended use of the Improvements which would (i) such time as all liabilitiesviolate any applicable Environmental Law, duties or obligations of Lessee to Lessor under the Lease have been satisfied in full and (ii) such time as Lessee completely vacates constitute non-compliance with any Environmental Permit or (iii) materially increase the Leased Property and surrenders possession risk of a Release of any Hazardous Substance. (c) Promptly provide the same to Lessor, Lessee shall fully comply Lender with a copy of all Environmental Laws applicable to the Leased Property and the operations thereon. Lessee agrees to give Lessor prompt Notice of (1) all Environmental Liabilities; (2) all pending, threatened notifications which it gives or anticipated Proceedings, and all notices, demands, requests or investigations, relating receives with respect to any Environmental Liability past or relating to present Release or the issuance, revocation or change in threat of a Release of any Environmental Authorization required for operation of the Leased Property; (3) all Releases at, Hazardous Substance on, in, under at or in any way affecting from the Leased Property, improvements or any Release known by Lessee at, on, in or under any property adjacent to the Leased Property; and (4) all facts, events or conditions that could reasonably lead to the occurrence of any of the above-referenced matters. (b) Lessor hereby agrees to defend, indemnify and save harmless any and all Lessee Indemnified Parties from and against any and all Environmental Liabilities other than (i) Environmental Liabilities resulting from conditions disclosed in any environmental audit obtained by Lessor and provided to Lessee prior to the execution of this Lease (the “Environmental Audit”), and (ii) Environmental Liabilities which were caused by the acts or negligent failures to act of Lessee. (c) Lessee hereby agrees to defend, indemnify and save harmless any and all Lessor Indemnified Parties from and against any and all Environmental Liabilities which were (i) resulting from conditions disclosed in the Environmental Audit, and (ii) caused by the acts or negligent failures to act of LesseeImprovements. (d) If any Proceeding is brought against any Indemnified Party in respect of an Environmental Liability with respect Undertake and complete all investigations, studies, sampling and testing and all removal and other remedial actions required by law to which such Indemnified Party may claim indemnification under either Subsection 8.3(b) or (c)contain, the Indemnifying Party, upon request, shall at its sole expense resist remove and defend such Proceeding, or cause the same clean up all Hazardous Substances that are determined to be resisted and defended by counsel designated by the Indemnified Party and approved by the Indemnifying Party, which approval shall not be unreasonably withheld or delayed; provided, however, that such approval shall not be required in the case of defense by counsel designated by any insurance company undertaking such defense pursuant to any applicable policy of insurance. Each Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel will be present at the sole expense of such Indemnified Party unless such counsel has been approved by the Indemnifying Party, which approval shall not be unreasonably withheld or delayed. The Indemnifying Party shall not be liable for any settlement of any such Proceeding made without its consent, which shall not be unreasonably withheld or delayed, but if settled Improvements in accordance with the consent of the Indemnifying Party, or if settled without its consent (if its consent shall be unreasonably withheld or delayed), or if there be a final, nonappealable judgment for an adversary party in any such Proceeding, the Indemnifying Party shall indemnify all applicable Environmental Laws and hold harmless the Indemnified Parties from and against any liabilities and loss incurred by such Indemnified Parties by reason of such settlement or judgmentall Environmental Permits. (e) At any time any Indemnified Party has reason all reasonable times and, prior to believe circumstances exist which could reasonably result in an Environmental Liability, Event of Default upon reasonable prior Notice to Lessee notice, allow the Lender and Manager stating such Indemnified Party’s basis for such beliefits officers, an Indemnified Party shall be given immediate employees, agents, representatives, contractors and subcontractors access to the Leased Property (Improvements for the purposes of ascertaining site conditions, including, but not limited to, the right to enter upon, investigate, drill ▇▇▇▇▇, take soil borings, excavate, monitor, test, cap and use available land for the testing of remedial technologies), Lessee’s employees, and to all relevant documents and records regarding the matter as to which a responsibility, liability or obligation is asserted or which is the subject of any Proceeding; provided that such access may he conditioned or restricted as may be reasonably necessary to ensure compliance with law and the safety of personnel and facilities or to protect confidential or privileged information. All Indemnified Parties requesting such immediate access and cooperation shall endeavor to coordinate such efforts to result in as minimal interruption of the operation of the Leased Property as practicablesubsurface conditions. (f) The indemnification rights Deliver promptly to the Lender: (i) copies of any documents received from the United States Environmental Protection Agency, or any state, county or municipal environmental or health agency concerning a Credit Parties’ operations or the Improvements; and obligations provided for in this Article 8 shall be in addition (ii) copies of any documents submitted by any of the Credit Parties to the United States Environmental Protection Agency or any indemnification rights and obligations provided for elsewhere in this Leasestate, county or municipal environmental or health agency concerning its operations or the Improvements. (g) The indemnification rights and obligations provided for in this Article 8 shall survive If at any time the termination of this Lease. For purposes of this Section 8.3, all amounts for Lender obtains any reasonable evidence or information which any Indemnified Party seeks indemnification shall be computed net of (a) any actual income tax benefit resulting therefrom to such Indemnified Party, (b) any insurance proceeds received (net of tax effects) with respect thereto, and (c) any amounts recovered (net of tax effects) from any third parties based on claims suggests that a material potential environmental problem may exist at the Indemnified Party has against such third parties which reduce the damages that would otherwise be sustained; provided that in all casesimprovements, the timing of the receipt Lender may require that a full or realization of insurance proceeds or income tax benefits or recoveries from third parties shall be taken into account in determining the amount of reduction of damages. Each Indemnified Party agrees to use its reasonable efforts to pursue, or assign to Lessee or Lessor, as the case may be, any claims or rights it may have against any third party that would materially reduce the amount of damages otherwise incurred by such Indemnified Party. Notwithstanding anything to the contrary contained in this Lease, if Lessor shall become entitled to the possession of the Leased Property by virtue of the termination of the Lease or repossession of the Leased Property, then Lessor may assign its indemnification rights under this Section 8.3 (but not any other rights under this Section 8.3) to any Person to whom Lessor subsequently transfers the Leased Property, subject to the following conditions supplemental environmental inspection and limitations, each of which shall be deemed to be incorporated into the terms of such assignment, whether or not specifically referred to therein: (i) The indemnification rights referred to in this section may be assigned only if a known Environmental Liability then exists or if a Proceeding is then pending or, to the knowledge of Lessee or Lessor, then threatened audit report with respect to the Leased Property; (ii) Improvements of a scope and level of detail satisfactory to the Lender, in Lender’s reasonable discretion, be prepared by an environmental engineer or other qualified person acceptable to the Lender at the Borrower’s expense. Such indemnification rights shall be limited to Environmental Liabilities relating audit may include a physical inspection of the Improvements, a visual inspection of any property adjacent to or specifically affecting within the Leased Property; and (iii) Any assignment immediate vicinity of the Improvements, personnel interviews and a review of all Environmental Permits. If the Lender requires, such indemnification rights inspection shall be limited also include a records search and/or subsurface testing for the presence of Hazardous Substances in the soil, subsoil, bedrock, surface water and/or groundwater. If such audit report indicates the presence of any Hazardous Substance or a Release or the threat of a Release of any Hazardous Substance on, at or from the Improvements, the Credit Parties shall promptly undertake and diligently pursue to completion all legally required investigative, containment, removal, clean up and other remedial actions, using methods recommended by the engineer or other person who prepared said audit report and acceptable to the immediate transferee of Lessorappropriate federal, state and shall not extend to any such transferee’s successors local agencies or assignsauthorities.