Common use of Indemnified Rights/Cooperation and Access Clause in Contracts

Indemnified Rights/Cooperation and Access. In the event the Indemnified Parties have a reasonable basis to believe that an environmental hazard exists on any Property that does not (a) endanger any tenants or other occupants of such Property or their guests or the general public, or (b) materially and adversely affect the value of such Property, upon reasonable written notice from the Indemnitee, describing in reasonable detail the basis for such belief, Indemnitors shall, at Indemnitors’ sole cost and expense, promptly cause an engineer or consultant reasonably satisfactory to the Indemnified Parties to conduct an environmental assessment or audit of such hazard (the scope of which shall be determined in the reasonable discretion of the Indemnified Parties) and take any samples of soil, groundwater or other water, air or building materials or any other invasive testing reasonably determined by Indemnitee to be required to assess such condition and promptly deliver to Indemnitee the results of any such assessment, audit, sampling or other testing; provided, however, if such results are not delivered to Indemnitee within a reasonable period or if the Indemnified Parties have reason to believe that an environmental hazard exists on such Property that endangers any tenant or other occupant of such Property or their guests or the general public or may materially and adversely affect the value of such Property, upon reasonable notice to Indemnitors, the Indemnified Parties and any other Person designated by the Indemnified Parties, including, but not limited to, any receiver, any representative of any Governmental Authority and/or any environmental consultant, shall have the right, but not the obligation, to enter upon such Property at all reasonable times (subject to the rights of tenants) to assess any and all aspects of the environmental condition of such Property and its use, including, but not limited to, conducting any environmental assessment or audit (the scope of which shall be determined in the sole, but good faith discretion of the Indemnified Parties) and taking samples of soil, groundwater or other water, air or building materials and reasonably conducting other invasive testing, reasonably determined by the Indemnified Parties to be required to assess the condition. Indemnitors shall cooperate with and provide, upon advance notice to each of them, the Indemnified Parties and any such Person designated by the Indemnified Parties with access to each Property.

Indemnified Rights/Cooperation and Access. In the event the Indemnified Parties have a reasonable basis to believe that an environmental hazard exists on any Property Individual Property, other than conditions expressly disclosed in the Environmental Reports, that does not (a) endanger any tenants or other occupants of such Individual Property or their guests or the general public, or (b) materially and adversely affect the value of such Individual Property, upon reasonable written notice from the Indemnitee, describing in reasonable detail the basis for such belief, Indemnitors shall, at Indemnitors’ sole cost and expense, promptly cause an engineer or consultant reasonably satisfactory to the Indemnified Parties to conduct an environmental assessment or audit of such hazard (the scope of which shall be determined in the reasonable discretion of the Indemnified Parties) and take any samples of soil, groundwater or other water, air or building materials or any other invasive testing reasonably determined by Indemnitee to be required to assess such condition and promptly deliver to Indemnitee the results of any such assessment, audit, sampling or other testing; provided, however, if such results are not delivered to Indemnitee within a reasonable period or if the Indemnified Parties have reason to believe that an environmental hazard exists on such Individual Property that endangers any tenant or other occupant of such Individual Property or their guests or the general public or may materially and adversely affect the value of such Individual Property, upon reasonable notice to Indemnitors, the Indemnified Parties and any other Person designated by the Indemnified Parties, including, but not limited to, any receiver, any representative of any Governmental Authority and/or any environmental consultant, shall have the right, but not the obligation, to enter upon such Individual Property at all reasonable times (subject to the rights of tenants) to assess any and all aspects of the environmental condition of such Individual Property and its use, including, but not limited to, conducting any environmental assessment or audit (the scope of which shall be determined in the sole, but good faith discretion of the Indemnified Parties) and taking samples of soil, groundwater or other water, air or building materials and reasonably conducting other invasive testing, reasonably determined by the Indemnified Parties to be required to assess the condition. Indemnitors shall cooperate with and provide, upon advance notice to each of them, the Indemnified Parties and any such Person designated by the Indemnified Parties with access to each Individual Property.

Indemnified Rights/Cooperation and Access. In the event the Indemnified Parties have a reasonable basis reason to believe that an environmental hazard exists on any the Property that does not (a) not, in the sole discretion of the Indemnified Parties, endanger any tenants or other occupants of such the Property or their guests or the general public, public or (b) materially and adversely affect affects the value of such the Property, upon reasonable written notice from the Indemnitee, describing in reasonable detail the basis for such belief, Indemnitors Indemnitor shall, at Indemnitors’ Indemnitor’s sole cost and expense, promptly cause an engineer or consultant reasonably satisfactory to the Indemnified Parties to conduct an any environmental assessment or audit of such hazard (the scope of which shall be determined in the reasonable sole and absolute discretion of the Indemnified Parties) and take any samples of soil, groundwater or other water, air air, or building materials or any other invasive testing reasonably determined requested by Indemnitee to be required to assess such condition and promptly deliver to Indemnitee the results of any such assessment, audit, sampling or other testing; provided, however, if such results are not delivered to the Indemnitee within a reasonable period or if the Indemnified Parties have reason to believe that an environmental hazard exists on such the Property that that, in the sole judgment of the Indemnified Parties, endangers any tenant Tenant or other occupant of such the Property or their guests or the general public or may materially and adversely affect the value of such the Property, upon reasonable notice to IndemnitorsIndemnitor, the Indemnified Parties and any other Person designated by the Indemnified Parties, including, including but not limited to, to any receiver, any representative of any a Governmental Authority and/or Authority, and any environmental consultant, shall have the right, but not the obligation, to enter upon such the Property at all reasonable times (subject to the rights of tenants) to assess any and all aspects of the environmental condition of such the Property and its use, including, including but not limited to, to conducting any environmental assessment or audit (the scope of which shall be determined in the sole, but good faith sole and absolute discretion of the Indemnified Parties) and taking samples of soil, groundwater or other water, air air, or building materials materials, and reasonably conducting other invasive testing, reasonably determined by the Indemnified Parties to be required to assess the condition. Indemnitors Indemnitor shall cooperate with and provide, upon advance notice to each of them, provide the Indemnified Parties and any such Person designated by the Indemnified Parties with access to each the Property.

Indemnified Rights/Cooperation and Access. In the event the Indemnified Parties have a reasonable basis good faith reason to believe that an environmental hazard involving a Hazardous Substance in violation of Environmental Law exists on any the Property that does not (a) endanger that, endangers any tenants or other occupants of such the Property or their guests or the general public, or (b) materially and adversely affect the value of such Property, upon reasonable written notice from the Indemnitee, describing in reasonable detail the basis for such belief, Indemnitors Indemnitor shall, at Indemnitors’ sole cost and Indemnitor’s expense, promptly cause an engineer or consultant reasonably satisfactory to the Indemnified Parties to conduct an any environmental assessment or audit of such hazard (the scope of which shall be determined in the reasonable sole and absolute discretion of the Indemnified Parties) and take any samples of soil, groundwater or other water, air air, or building materials or any other invasive testing reasonably determined requested by Indemnitee to be required to assess such condition and promptly deliver to Indemnitee the results of any such assessment, audit, sampling or other testing; provided, however, if such results are not delivered to Indemnitee the Indemnified Parties within a reasonable period or if the Indemnified Parties have reason to believe that an environmental hazard exists on such Property that endangers any tenant or other occupant of such Property or their guests or the general public or may materially and adversely affect the value of such Propertyperiod, then, upon reasonable notice to IndemnitorsIndemnitor, the Indemnified Parties and any other Person designated by the Indemnified Parties, including, including but not limited to, to any receiver, any representative of any Governmental Authority and/or a governmental entity, and any environmental consultant, shall have the right, but not the obligation, to enter upon such the Property at all reasonable times (subject to the rights of tenants) to assess any and all aspects of the environmental condition of such the Property and its use, including, including but not limited to, to conducting any environmental assessment or audit (the scope of which shall be determined in the sole, but good faith sole and absolute discretion of the Indemnified Parties) and taking samples of soil, groundwater or other water, air air, or building materials materials, and reasonably conducting other invasive testing, reasonably determined by unless, in the case of such results not being delivered to the Indemnified Parties within a reasonable period, such results are delivered to be required the Indemnified Parties prior to assess the conditiontaking of any such activities by any such Person. Indemnitors If the Indemnified Parties shall have a right of access to the Property pursuant to this Section 3, Indemnitor shall cooperate with and provide, upon advance notice to each of them, provide the Indemnified Parties and any such Person designated by the Indemnified Parties with access to each Propertysuch access.

Indemnified Rights/Cooperation and Access. In the event the Indemnified Parties have a reasonable basis to believe that an environmental hazard exists on any Property Individual Property, other than conditions expressly disclosed in the Environmental Reports, that does not (a) endanger any tenants or other occupants of such Individual Property or their guests or the general public, or (b) materially and adversely affect the value of such PropertyIndividual Property or the Collateral, upon reasonable written notice from the Indemnitee, describing in reasonable detail the basis for such belief, Indemnitors shall, at Indemnitors’ sole cost and expenseexpense (or cause Mortgage Borrower at Mortgage Borrower’s cost and expense to), promptly cause an engineer or consultant reasonably satisfactory to the Indemnified Parties to conduct an environmental assessment or audit of such hazard (the scope of which shall be determined in the reasonable discretion of the Indemnified Parties) and take any samples of soil, groundwater or other water, air or building materials or any other invasive testing reasonably determined by Indemnitee to be required to assess such condition and promptly deliver to Indemnitee the results of any such assessment, audit, sampling or other testing; provided, however, if such results are not delivered to Indemnitee within a reasonable period or if the Indemnified Parties have reason to believe that an environmental hazard exists on such Individual Property that endangers any tenant or other occupant of such Individual Property or their guests or the general public or may materially and adversely affect the value of such PropertyIndividual Property or the Collateral, upon reasonable notice to Indemnitors, the Indemnified Parties and any other Person designated by the Indemnified Parties, including, but not limited to, any receiver, any representative of any Governmental Authority and/or any environmental consultant, shall have the right, but not the obligation, to enter upon such Individual Property at all reasonable times (subject to the rights of tenants) to assess any and all aspects of the environmental condition of such Individual Property and its use, including, but not limited to, conducting any environmental assessment or audit (the scope of which shall be determined in the sole, but good faith discretion of the Indemnified Parties) and taking samples of soil, groundwater or other water, air or building materials and reasonably conducting other invasive testing, reasonably determined by the Indemnified Parties to be required to assess the condition. Indemnitors shall cooperate with and cause the applicable Mortgage Borrower to provide, upon advance notice to each of them, the Indemnified Parties and any such Person designated by the Indemnified Parties with access to each Individual Property.

Indemnified Rights/Cooperation and Access. In the event the Indemnified Parties have a reasonable basis reason to believe that an environmental hazard exists on any either Property that does not that, in the sole discretion of the Indemnified Parties, would (a) endanger any tenants or other occupants of such Property or their guests or the general public, public or (b) materially and adversely affect the value of such Property, upon reasonable written notice from the Indemnitee, describing in reasonable detail the basis for such belief, Indemnitors shall, at Indemnitors’ sole cost and expense, but without interference with the rights of tenants of such Property, promptly cause an engineer or consultant reasonably satisfactory to the Indemnified Parties to conduct an environmental assessment or audit of such hazard (the scope of which shall be determined in the reasonable discretion of the Indemnified Parties) and take any samples of soil, groundwater or other water, air air, or building materials or any other invasive testing reasonably determined requested by Indemnitee to be required to assess such condition and promptly deliver to Indemnitee the results of any such assessment, audit, sampling or other testing; provided, however, if such results are not delivered to Indemnitee within a reasonable period or if the Indemnified Parties have reason to believe that an environmental hazard exists on such either Property that that, in the sole judgment of the Indemnified Parties, endangers any tenant or other occupant of such Property or their guests or the general public or may materially and adversely affect the value of such Property, upon reasonable notice to IndemnitorsBorrowers, the Indemnified Parties and any other Person designated by the Indemnified Parties, including, but not limited to, any receiver, any representative of any a Governmental Authority Authority, and/or any environmental consultant, shall have the right, subject to the rights of tenants, but not the obligation, to enter upon such Property at all reasonable times (subject to the rights of tenants) to assess any and all aspects of the environmental condition of such Property and its use, including, but not limited to, conducting any environmental assessment or audit (the scope of which shall be determined in the sole, but good faith reasonable discretion of the Indemnified Parties) and taking samples of soil, groundwater or other water, air air, or building materials materials, and reasonably conducting other invasive testing. So long as Indemnitors are in occupancy of or have right of entry to the Properties (or either one), reasonably determined by the Indemnified Parties to be required to assess the condition. Indemnitors shall cooperate cooperate, and shall cause Mortgage Borrowers to cooperate, with and provide, upon advance notice to each of them, provide the Indemnified Parties and any such Person designated by the Indemnified Parties with access to each such Property.

Indemnified Rights/Cooperation and Access. In the event the that any Indemnified Parties have a reasonable basis Party has reason to believe that an environmental hazard a Release or a material violation of Environmental Law exists on any the Property that does not (a) endanger that, in the reasonable discretion of the Indemnified Party, endangers any tenants or other occupants of such the Property or their guests or the general public, public or (b) materially and adversely affect affects the value of such the Property, upon reasonable written notice from the IndemniteeLender or such Indemnified Party, describing in reasonable detail the basis for such belief, Indemnitors Borrower shall, at Indemnitors’ sole cost and Borrower’s expense, promptly cause an engineer or consultant reasonably satisfactory to the Lender and such Indemnified Parties Party to conduct an environmental assessment or audit of such hazard (the scope of which shall be determined in the reasonable discretion of the Lender and/or such Indemnified PartiesParty) and take any samples of soil, groundwater or other water, air air, or building materials or any other invasive testing reasonably determined requested by Indemnitee to be required to assess such condition Lender and promptly deliver to Indemnitee Lender and such Indemnified Party the results of any such assessment, audit, sampling or other testing; provided, however, that if such results are not delivered to Indemnitee Lender and such Indemnified Party within a reasonable period or if the any Indemnified Parties have Party has reason to believe that an environmental hazard a Release or material violation of Environmental Law exists on such the Property that that, in the reasonable judgment of the Indemnified Party, endangers any tenant or other occupant of such the Property or their guests or the general public or may materially and adversely affect the value of such the Property, upon reasonable notice to IndemnitorsBorrower, the Lender or such Indemnified Parties Party and any other Person designated by the Lender or such Indemnified PartiesParty, including, but not limited to, any receiver, any representative of any a Governmental Authority and/or Authority, and any environmental consultant, shall have the right, but not the obligation, to enter upon such the Property at all reasonable times (subject with reasonable notice to the rights of tenantsIndemnitor) to assess any and all aspects of the environmental condition of such the Property and its use, including, including but not limited to, conducting any environmental assessment or audit (the scope of which shall be determined in the sole, but good faith reasonable discretion of the Lender and/or such Indemnified PartiesParty) and taking samples of soil, groundwater or other water, air air, or building materials materials, and reasonably conducting other invasive testing, reasonably determined by the Indemnified Parties to be required to assess the condition. Indemnitors Borrower shall cooperate with and provide, upon advance notice to each of them, provide the Indemnified Parties and any such Person designated by the Indemnified Parties with access to each the Property and the Indemnified Parties shall minimize interference with use of and activities of tenants on the Property.

Indemnified Rights/Cooperation and Access. In the event that Lender reasonably believes that either (i) the Indemnified Parties 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 reasonable basis manner that requires material Remediation or is reasonably likely to believe that an result in the imposition of material Losses under Environmental Law, or (iii) any other environmental hazard exists on any at the Property that does not (a) is reasonably likely to have a Material Adverse Effect or that is likely to materially endanger the health or safety of any tenants or other occupants of such Property or their guests or the general public, or (b) materially and adversely affect the value of such Property, upon reasonable written notice from Lender and subject to the Indemniteerights of tenants, describing in reasonable detail the basis for such belief, Indemnitors shall, at Indemnitors’ sole cost and expense, Indemnitor shall promptly cause an engineer or consultant reasonably satisfactory to the Indemnified Parties Lender to conduct an environmental assessment or audit to assess any and all aspects of the condition giving rise to such hazard belief (the scope of which shall be determined in the reasonable discretion of the Indemnified Partiesreasonably satisfactory to Lender) and take any samples of potentially affected soil, groundwater or other water, air air, or building materials or any other invasive testing reasonably determined requested by Indemnitee to be required to assess such condition Lender and promptly deliver to Indemnitee the results of any such assessment, audit, sampling or other testingtesting to Lender, and Lender and the other Indemnified Parties shall be entitled to rely on such reports and other results thereof; provided, however, that, if such results are not delivered to Indemnitee Lender within a reasonable period or if the Indemnified Parties have reason to believe that an environmental hazard exists on such Property that endangers any tenant or other occupant of such Property or their guests or the general public or may materially and adversely affect the value of such Propertyperiod, upon reasonable notice to IndemnitorsIndemnitor, the Indemnified Parties Lender and any other Person designated by the Indemnified PartiesLender, including, including but not limited to, to any receiver, any representative of any a Governmental Authority and/or any with relevant jurisdiction and Lender’s environmental consultant, shall have the right, but not the obligation, to enter upon such the potentially affected Property at all reasonable times (subject to the rights of tenants) to assess any and all the relevant aspects of the environmental condition of such Property and its usethe Property, including, including but not limited to, by conducting any environmental assessment or audit (the scope of which shall be determined in the sole, but good faith reasonable discretion of the Indemnified PartiesLender) and taking samples of potentially affected soil, groundwater or other water, air air, or building materials materials, and reasonably conducting other invasive testing, . Indemnitor shall reasonably determined by the Indemnified Parties to be required to assess the condition. Indemnitors shall cooperate with and provide, upon advance notice to each of themnotice, the Indemnified Parties Lender and any such Person designated by the Indemnified Parties Lender with such access to each the Property. For purposes of this Section 3, Indemnitor and Lender hereby agree that, except in the event of an emergency (i.e., an unexpected event that threatens imminent harm to persons or property at or adjacent to any of the Properties), “reasonable times” shall not include the period between October 31 and December 31 of the applicable calendar year.

Indemnified Rights/Cooperation and Access. In the event the Indemnified Parties have a reasonable basis to believe that an environmental hazard exists on any Property Individual Property, other than conditions expressly disclosed in the Environmental Reports, that does not (a) endanger any tenants or other occupants of such Individual Property or their guests or the general public, or (b) materially and adversely affect the value of such PropertyIndividual Property or the Collateral, upon reasonable written notice from the Indemnitee, describing in reasonable detail the basis for such belief, Indemnitors shall, at Indemnitors’ sole cost and expenseexpense (or cause Mortgage Borrower at Mortgage Borrower’s cost and expense to), promptly cause an engineer or consultant reasonably satisfactory to the Indemnified Parties to conduct an environmental assessment or audit of such hazard (the scope of which shall be determined in the reasonable discretion of the Indemnified Parties) and take any samples of soil, groundwater or other water, air or building materials or any other invasive testing reasonably determined by Indemnitee to be required to assess such condition and promptly deliver to Indemnitee the results of any such assessment, audit, sampling or other testing; provided, however, if such results are not delivered to Indemnitee within a reasonable period or if the Indemnified Parties have reason to believe that an environmental hazard exists on such Individual Property that endangers any tenant or other occupant of such Individual Property or their guests or the general public or may materially and adversely affect the value of such PropertyIndividual Property or the Collateral, upon reasonable notice to Indemnitors, the Indemnified Parties and any other Person designated by the Indemnified Parties, including, but not limited to, any receiver, any representative of any Governmental Authority and/or any environmental consultant, shall have the right, but not the obligation, to enter upon such Individual Property at all reasonable times (subject to the rights of tenants) to assess any and all aspects of the environmental condition of such Individual Property and its use, including, but not limited to, conducting any environmental assessment or audit (the scope of which shall be determined in the sole, but good faith faith, discretion of the Indemnified Parties) and taking samples of soil, groundwater or other water, air or building materials and reasonably conducting other invasive testing, reasonably determined by the Indemnified Parties to be required to assess the condition. Indemnitors shall cooperate with and cause the applicable Mortgage Borrower to provide, upon advance notice to each of them, the Indemnified Parties and any such Person designated by the Indemnified Parties with access to each Individual Property.

Indemnified Rights/Cooperation and Access. In the event If the Indemnified Parties have a reasonable basis to believe that an environmental hazard any Hazardous Substances exists on the Property in violation of any Property that does not (a) Environmental Laws that, in the sole and reasonable judgment of the Indemnified Parties, endangers or may potentially endanger any tenants tenant or other occupants occupant of such the Property or their guests or the general public, public or (b) may materially and adversely affect the value of such the Property, at Indemnified Parties’ option, upon reasonable written advance notice from the Indemniteeto Indemnitor, describing in reasonable detail the basis for such belief, Indemnitors Indemnitor shall, at Indemnitors’ sole cost and Indemnitor’s expense, promptly cause an engineer or consultant reasonably satisfactory to the Indemnified Parties to conduct an any environmental assessment or audit of such hazard (the scope of which shall be determined in the reasonable discretion of the Indemnified PartiesParties to protect its security interest in the Property) and take any samples of soil, groundwater or other water, air or building materials materials, or any other invasive testing reasonably determined requested by Indemnitee to be required to assess such condition and promptly deliver to Indemnitee the results of any such assessment, audit, sampling or other testing; provided, however, if in the event Indemnitor fails to conduct an environmental assessment or audit as required hereunder or fails to promptly deliver the results of such results are not delivered environmental assessment or audit to Indemnitee within a reasonable period or if the Indemnified Parties have reason to believe that an environmental hazard exists on such Property that endangers any tenant or other occupant of such Property or their guests or the general public or may materially and adversely affect the value of such Property, upon reasonable notice to IndemnitorsParties, the Indemnified Parties and any other Person designated by the Indemnified Parties, including, but not limited to, any receiver, any representative of any Governmental Authority and/or and any environmental consultant, shall have the right, but not the obligation, to enter upon such the Property at all during the normal business hours of Indemnitor upon reasonable times (subject advance notice to the rights of tenants) Indemnitor, to assess any and all aspects of the environmental condition of such the Property and its use, including, but not limited to, conducting any environmental assessment or audit (the scope of which shall be determined in the sole, but good faith reasonable discretion of the Indemnified PartiesParties to protect its security interest in the Property) and taking samples of soil, groundwater or other water, air or building materials materials, and reasonably conducting other invasive testing if a prudent institutional lender would reasonably require such invasive testing, reasonably determined by the provided that Indemnified Parties and their agents and representatives restore the Property to be required its condition prior to assess the conditionany such entry and indemnify Indemnitor for any damage caused thereby. Indemnitors Indemnitor shall cooperate with and provide, upon advance notice to each of them, provide the Indemnified Parties and any such Person designated by the Indemnified Parties with access to each the Property. The parties to this Agreement acknowledge and agree that in no event shall any action by any Indemnitee hereunder be deemed or construed as participation on the part of such Indemnitee in the management of the Property.

Indemnified Rights/Cooperation and Access. In the event the Indemnified Parties have a reasonable basis to believe that Lender reasonably believes that an environmental hazard exists on any or there is a violation of Environmental Law at the Property that does not (a) is reasonably likely to have a Material Adverse Effect, or that is likely to endanger any tenants or other occupants of such Property or their guests or the general public, or (b) materially and adversely affect the value of such Property, upon reasonable written notice from the IndemniteeLender, describing in reasonable detail the basis for such belief, Indemnitors shall, at Indemnitors’ sole cost and expense, Indemnitor shall promptly cause an engineer or consultant reasonably satisfactory to the Indemnified Parties Lender to conduct an environmental assessment or audit to assess any and all aspects of the condition giving rise to such hazard belief (the scope of which shall be determined in the reasonable discretion of the Indemnified PartiesLender) and take any samples of soil, groundwater or other water, air air, or building materials or any other invasive testing reasonably necessary, as determined by Indemnitee such engineer or consultant, to be required determine whether an environmental hazard exists or there is a violation of Environmental Law at the Property that is reasonably likely to assess have a Material Adverse Effect or that is likely to endanger any tenants or other occupants of such condition Property, and promptly deliver to Indemnitee the results of any such assessment, audit, sampling or other testingtesting to Lender and Indemnitor (and Lender and the other Indemnified Parties shall be entitled to rely on the same); provided, however, that, if such results are not delivered to Indemnitee Lender within a reasonable period or if following receipt of written notice from Lender of Indemnitor’s failure to comply with the Indemnified Parties have reason to believe that an environmental hazard exists on such Property that endangers any tenant or other occupant provisions of such Property or their guests or the general public or may materially and adversely affect the value of such Propertythis Section 3, upon reasonable notice to IndemnitorsIndemnitor, the Indemnified Parties Lender and any other Person designated by the Indemnified PartiesLender, including, including but not limited to, to any receiver, any representative of any a Governmental Authority and/or Authority, and any environmental consultant, consultant shall have the right, but not the obligation, to enter upon such the Property at all reasonable times (subject to the rights of tenants) to assess any and all aspects of the environmental condition of such Property and its usethe applicable Property, including, including but not limited to, by conducting any environmental assessment or audit (the scope of which shall be determined in the sole, but good faith reasonable discretion of the Indemnified PartiesLender) and taking samples of soil, groundwater or other water, air air, or building materials materials, and reasonably conducting other invasive testing, reasonably determined by the Indemnified Parties to be required to assess the condition. Indemnitors Indemnitor shall cooperate with and provide, upon advance notice to each of themnotice, the Indemnified Parties Lender and any such Person designated by the Indemnified Parties Lender with such access to each the Property.

Indemnified Rights/Cooperation and Access. In the event the Indemnified Parties have a reasonable basis reason to believe that an environmental hazard exists on any Property Hazardous Materials exist in, on, or under the Premises that does not (a) do not, in the reasonable discretion of the Indemnified Parties, endanger any tenants or other occupants of such Property the Premises or their guests or the general public, public or (b) materially and adversely affect the value of such Propertythe Premises, upon reasonable written notice from the Indemnitee, describing in reasonable detail the basis for such belief, Indemnitors Indemnitor shall, at Indemnitors’ Indemnitor’s sole cost and expense, promptly cause an engineer or consultant reasonably satisfactory to the Indemnified Parties to conduct an any environmental assessment or audit of such hazard (the scope of which shall be determined in the reasonable discretion of the Indemnified Parties) and take any samples of soil, groundwater or other water, air air, or building materials or any other invasive testing reasonably determined requested by Indemnitee to be required to assess such condition and promptly deliver to Indemnitee the results of any such assessment, audit, sampling or other testing; provided, however, if such results are not delivered to Indemnitee the Indemnified Parties within a reasonable period or if the Indemnified Parties have reason to believe that an environmental hazard exists on such Property that endangers any Hazardous Materials exist in, on, or under the Premises that, in the reasonable judgment of the Indemnified Parties, endanger any tenant or other occupant of such Property the Premises or their guests or the general public or may materially and adversely affect the value of such Propertythe Premises, upon reasonable notice to IndemnitorsIndemnitor, the Indemnified Parties and any other Person designated by the Indemnified Parties, including, including but not limited to, to any receiver, any representative of any Governmental Authority and/or a governmental entity, and any environmental consultant, shall have the right, but not the obligation, to enter upon such Property the Premises following written notice at all reasonable times (subject to the rights of tenants) to assess any and all aspects of the environmental condition of such Property the Premises and its use, including, including but not limited to, to conducting any environmental assessment or audit (the scope of which shall be determined in the sole, but good faith reasonable discretion of the Indemnified Parties) and taking samples of soil, groundwater or other water, air air, or building materials materials, and reasonably conducting other invasive testing, reasonably determined by the Indemnified Parties to be required to assess the condition. Indemnitors Indemnitor shall cooperate with and provide, upon advance notice to each of them, provide the Indemnified Parties and any such Person designated by the Indemnified Parties with access to each Propertythe Premises. Notwithstanding the foregoing, no such entry shall be made by Indemnified Parties or any designated Person so long as Indemnitor conducts appropriate environmental assessments of the Premises and takes such further action reasonably required to cure or mitigate any Release of any Hazardous Materials, all as reasonably determined by the Indemnified Parties.

Indemnified Rights/Cooperation and Access. In the event the that any Indemnified Parties have Party, based on a reasonable basis to believe that an environmental hazard exists on any Property that does not (a) endanger any tenants or other occupants of such Property or their guests or the general publicgood faith determination, or (b) materially and adversely affect the value of such Property, upon reasonable written notice from the Indemnitee, describing in reasonable detail the basis for such belief, Indemnitors shall, at Indemnitors’ sole cost and expense, promptly cause an engineer or consultant reasonably satisfactory to the Indemnified Parties to conduct an environmental assessment or audit of such hazard (the scope of which shall be determined in the reasonable discretion of the Indemnified Parties) and take any samples of soil, groundwater or other water, air or building materials or any other invasive testing reasonably determined by Indemnitee to be required to assess such condition and promptly deliver to Indemnitee the results of any such assessment, audit, sampling or other testing; provided, however, if such results are not delivered to Indemnitee within a reasonable period or if the Indemnified Parties have has reason to believe that an environmental hazard exists on such Property that endangers Indemnitor is not in material compliance with its warranties, covenants and agreements relating to compliance with any tenant or other occupant of such Property or their guests or the general public or may materially and adversely affect the value of such PropertyEnvironmental Laws, upon reasonable notice to Indemnitors, the Indemnified Parties and any other Person designated by the Indemnified Parties, including, but not limited to, any receiver, any representative of any Governmental Authority and/or any environmental consultant, shall have the right, but not the obligation, to enter upon such Property at all reasonable times then (subject to the rights of tenantsTenants), any Indemnified Party may cause an engineer or consultant satisfactory to such Indemnified Party (in the exercise of its reasonable judgment) to assess any and all aspects of the environmental condition of such Property and its use, including, but not limited to, conducting any conduct an environmental assessment or audit (the scope of which shall be determined in the sole, but good faith discretion reasonable judgment of the such Indemnified PartiesParty) and including taking samples of soil, groundwater or other water, air air, or building materials or any other testing requested by such Indemnified Party (in the reasonable judgment of such Indemnified Party) and reasonably conducting may deliver to the other invasive Indemnified Parties and Indemnitor the results of any such assessment, audit, sampling or other testing, reasonably determined . All costs and expenses incurred by any Indemnified Party pursuant to this Section 4 shall be paid by the Indemnified Parties unless (i) the Indemnified Parties have a good faith basis for suspecting that Indemnitor is not in material compliance with its warranties, covenants and agreements relating to compliance with Environmental Laws, or (ii) an Event of Default exists (or is discovered as a result of any such environmental assessment or audit), in which case the reasonable third party fees and expenses relating to such environmental assessment or audit shall be required to assess paid by Indemnitor within the conditionDemand Period. Indemnitors Indemnitor shall cooperate with and provideprovide any Indemnified Party and any such person designated by such Indemnified Party with access to such Property, subject to the rights of Tenants. Indemnitor covenants and agrees, at its sole cost and expense, to protect, defend, indemnify, release and hold Indemnified Parties harmless from and against any and all Losses imposed upon advance notice or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to each any one or more of themthe following: (a) any presence of any Hazardous Substances in, on, above or under any Property; (b) any past, present or threatened Release in, on, above, under or from any Property; (c) any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation of any Hazardous Substances on any Property; (d) any actual or proposed Remediation at any time in, under, on or above any Property; (e) any past, present or threatened non-compliance or violations of any Environmental Laws (or permits issued pursuant to any Environmental Law) in connection with any Property or operations thereon, including any failure by Indemnitor, any other Borrower Party, and/or any Tenant or other user of any Property to comply with any order of any Governmental Authority in connection with any Environmental Laws; (f) the imposition, recording or filing, or the threatened imposition, recording or filing, of any Environmental Lien encumbering any Property; (g) any administrative processes or proceedings or judicial proceedings in any way connected with any matter addressed in this Agreement concerning Hazardous Substances; (h) any past, present or threatened injury to, destruction of or loss of natural resources in any way connected with any Property, including costs to investigate and assess Losses; (i) any acts of Indemnitor, any other Borrower Party, and/or any Tenant or other user of any Property in arranging for disposal or treatment, or arranging with a transporter for transport for disposal or treatment, of Hazardous Substances directly or indirectly affecting any Property, at any facility or incineration vessel containing Hazardous Substances; (j) any acts of Indemnitor, any other Borrower Party, and/or any Tenant or other user of any Property in accepting any Hazardous Substances affecting such Property for transport to disposal or treatment facilities, incineration vessels or sites from which there is a Release, or a threatened Release of any Hazardous Substance which causes the incurrence of costs for Remediation; (k) any personal injury, wrongful death, or property or other damage arising under any statutory or common law or tort law theory, including damages assessed for private or public nuisance or for the conducting of an abnormally dangerous activity on or near any Property; and (l) any misrepresentation set forth in this Agreement or the Loan Agreement or any breach or failure to perform any warranty, covenant or other obligations pursuant to this Agreement, the Loan Agreement, the Note or the Mortgage concerning Hazardous Substances. Nothing contained in this Section 4 shall be deemed to indemnify the Indemnified Parties for their own gross negligence or willful misconduct. Any Indemnified Party performing any environmental assessment or audit under this Agreement shall be responsible, at such Indemnified Party’s cost and expense, to promptly restore any applicable Property to the condition that existed prior to such Person designated environmental assessment or audit as a result of any damage caused by the gross negligence or willful misconduct of such Indemnified Parties with access to each PropertyParty.

Indemnified Rights/Cooperation and Access. In the event the Indemnified Parties have a reasonable basis reason to believe that an environmental hazard exists on any the Property that does not not, in the sole discretion of the Indemnified Parties, (ai) endanger any tenants or other occupants of such the Property or their guests or the general public, public or (bii) materially and adversely affect the value of such the Property, upon reasonable written notice from the Indemnitee, describing in reasonable detail the basis for such belief, Indemnitors shall, subject to the rights of Tenants at the Property and at Indemnitors’ sole cost and expense, promptly cause an engineer or consultant reasonably satisfactory to the Indemnified Parties to conduct an environmental assessment or audit of such hazard (the scope of which shall be determined in the reasonable sole and absolute discretion of the Indemnified Parties) and take any samples of soil, groundwater or other water, air air, or building materials or any other invasive testing reasonably determined requested by Indemnitee to be required to assess such condition and promptly deliver to Indemnitee the results of any such assessment, audit, sampling or other testing; provided, however, if such results are not delivered to the Indemnitee within a reasonable period or if the Indemnified Parties have reason to believe that an environmental hazard exists on such the Property that that, in the sole judgment of the Indemnified Parties, endangers any tenant Tenant or other occupant of such the Property or their guests or the general public or may materially and adversely affect the value of such the Property, upon reasonable notice to IndemnitorsBorrower, the Indemnified Parties and any other Person designated by the Indemnified Parties, including, but not limited to, any receiver, any representative of any a Governmental Authority Authority, and/or any environmental consultant, shall have the rightright (subject to the rights of Tenants at the Property and), but not the obligation, to enter upon such the Property at all reasonable times (subject to the rights of tenants) to assess any and all aspects of the environmental condition of such the Property and its use, including, but not limited to, conducting any environmental assessment or audit (the scope of which shall be determined in the sole, but good faith sole and absolute discretion of the Indemnified Parties) and taking samples of soil, groundwater or other water, air air, or building materials materials, and reasonably conducting other invasive testing, reasonably determined by the Indemnified Parties to be required to assess the condition. Indemnitors shall cooperate with and provide, upon advance notice to each of them, provide the Indemnified Parties and any such Person designated by the Indemnified Parties with access to each the Property.

Indemnified Rights/Cooperation and Access. In the event the Indemnified Parties have a reasonable basis to believe that an environmental hazard exists on any Property Individual Property, other than conditions expressly disclosed in the Environmental Reports, that does not (a) endanger any tenants or other occupants of such Individual Property or their guests or the general public, or (b) materially and adversely affect the value of such PropertyIndividual Property or the Collateral, upon reasonable written notice from the Indemnitee, describing in reasonable detail the basis for such belief, Indemnitors shall, at Indemnitors’ sole cost and expenseexpense (or cause Mortgage Borrower at Mortgage Borrower’s cost and expense to), promptly cause an engineer or consultant reasonably satisfactory to the Indemnified Parties to conduct an environmental assessment or audit of such hazard (the scope of which shall be determined in the reasonable discretion of the Indemnified Parties) and take any samples of soil, groundwater or other water, air or building materials or any other invasive testing reasonably determined by Indemnitee to be required to assess such condition and promptly deliver to Indemnitee the results of any such assessment, audit, sampling or other testing; provided, however, if such results are not delivered to Indemnitee within a reasonable period or if the Indemnified Parties have reason to believe that an environmental hazard exists on such Individual Property that endangers any tenant or other occupant of such Individual Property or their guests or the general public or may materially and adversely affect the value of such PropertyIndividual Property or the Collateral, upon reasonable notice to Indemnitors, the Indemnified Parties and any other Person designated by the Indemnified Parties, including, but not limited to, any receiver, any representative of any Governmental Authority and/or any environmental consultant, shall have the right, but not the obligation, to enter upon such Individual Property at all reasonable times (subject to the rights of tenants) to assess any and all aspects of the environmental condition of such Individual Property and its use, including, but not limited to, conducting any environmental assessment or audit (the scope of which shall be determined in the sole, but good faith faith, discretion of the Indemnified Parties) and taking samples of soil, groundwater or other water, air or building materials and reasonably conducting other invasive testing, reasonably determined by the Indemnified Parties to be required to assess the condition. Indemnitors shall cooperate with and cause the applicable Mortgage Borrower to provide, upon advance notice to each of them, the Indemnified Parties and any such Person designated by the Indemnified Parties with access to each Individual Property.. 6 Environmental Indemnity Agreement (Mezzanine Loan)

Indemnified Rights/Cooperation and Access. In the event the Indemnified Parties have a reasonable basis Indemnitee has reason to believe that an environmental hazard exists on any an Individual Property that does not (a) not, in the reasonable discretion of the Indemnitee, endanger any tenants or other occupants of such Individual Property or their guests or the general public, public or (b) materially and adversely affect affects the value of such Individual Property, upon reasonable written notice from the Indemnitee, describing in reasonable detail the basis for such belief, Indemnitors Indemnitor shall, at Indemnitors’ sole cost and Indemnitor’s reasonable expense, promptly cause an engineer or consultant reasonably satisfactory to the Indemnified Parties to conduct an any environmental assessment or audit of such hazard (the scope of which shall be determined in the reasonable discretion of the Indemnified PartiesIndemnitee) and take any samples of soil, groundwater or other water, air air, or building materials or any other invasive testing reasonably determined requested by Indemnitee to be required to assess such condition and promptly deliver to the Indemnitee the results of any such assessment, audit, sampling or other testing; provided, however, if such results are not delivered to the Indemnitee within a reasonable period or if the Indemnified Parties have Indemnitee has reason to believe that an environmental hazard exists on such Individual Property that that, in the reasonable judgment of the Indemnitee, endangers any tenant or other occupant of such Individual Property or their guests or the general public or may materially and adversely affect the value of such Individual Property, upon reasonable notice to IndemnitorsIndemnitor, the Indemnified Parties Indemnitee and any other Person designated by the Indemnified PartiesIndemnitee, including, including but not limited to, to any receiver, any representative of any Governmental Authority and/or a governmental entity, and any environmental consultant, shall have the right, but not the obligation, to enter upon such Individual Property at all reasonable times (subject to the rights of tenants) to assess any and all aspects of the environmental condition of such Individual Property and its use, including, including but not limited to, to conducting any environmental assessment or audit (the scope of which shall be determined in the sole, but good faith reasonable discretion of the Indemnified PartiesIndemnitee) and taking samples of soil, groundwater or other water, air air, or building materials materials, and reasonably conducting other invasive testing, reasonably determined by the Indemnified Parties to be required to assess the condition. Indemnitors Indemnitor shall cooperate with and provide, upon advance notice to each of them, provide the Indemnified Parties Indemnitee and any such Person designated by the Indemnified Parties Indemnitee with access to each Propertysuch Individual Property to undertake the foregoing.

Indemnified Rights/Cooperation and Access. In the event that any Indemnified Party has a good faith belief that Indemnitor is not in material compliance with its warranties, covenants and agreements contained in the Indemnified Parties have a reasonable basis Loan Documents relating to believe that an environmental hazard exists on compliance with any Property that does not (a) endanger any tenants or other occupants of such Property or their guests or the general publicEnvironmental Laws, or (b) materially and adversely affect the value of such Property, then upon reasonable written notice from the Indemniteeany Indemnified Party, describing in reasonable detail the basis for such belief, Indemnitors Indemnitor shall, at Indemnitors’ Indemnitor's sole cost and expense, promptly cause an engineer or consultant reasonably satisfactory to such Indemnified Party (in the Indemnified Parties exercise of its reasonable judgment) to conduct an environmental assessment or audit of such hazard (the scope of which shall be determined in the reasonable discretion judgment of the such Indemnified PartiesParty) and take any samples of soil, groundwater or other water, air air, or building materials or any other invasive testing reasonably determined requested by Indemnitee to be required to assess such condition Indemnified Party (in the judgment of such Indemnified Party) and promptly deliver to Indemnitee Indemnified Parties the results of any such assessment, audit, sampling or other testing; provided, however. Notwithstanding the foregoing, if (i) such results are not delivered to Indemnitee Indemnified Parties within a reasonable period period, or if (ii) any Indemnified Party has a good faith belief that Indemnitor is not in material compliance with its warranties, covenants and agreements relating to compliance with any Environmental Laws, which non-compliance, in the good faith judgment of such Indemnified Parties have reason to believe that an environmental hazard exists on such Property that Party, endangers any tenant or other occupant Tenant of such the Property or their guests or the general public or may materially and adversely affect the value of such the Property, then upon reasonable prior notice to IndemnitorsIndemnitor, the any Indemnified Parties Party and any other Person designated by the any Indemnified PartiesParty, including, but not limited to, including any receiver, any representative of any a Governmental Authority Authority, and/or any environmental consultant, shall have the right, but not the obligation, to enter upon such the Property at all reasonable times (subject to the rights of tenants) to assess any and all aspects of the environmental condition of such the Property and its use, including, but not limited to, including conducting any environmental assessment or audit (the scope of which shall be determined Environmental Indemnity in the sole, but good faith discretion judgment of the such Indemnified PartiesParty) and taking samples of soil, groundwater or other water, air air, or building materials materials, and reasonably conducting other invasive testingtesting deemed necessary or appropriate by such Indemnified Party (in the judgment of such Indemnified Party). All costs and expenses incurred by any Indemnified Party pursuant to this Section 4 shall be paid by, reasonably determined or, if paid by any Indemnified Party, reimbursed by Indemnitor within the Indemnified Parties to be required to assess Demand Period, and shall accrue interest at the conditionDefault Rate from the expiration of the Demand Period until paid by Indemnitor. Indemnitors Indemnitor shall cooperate with and provideprovide any Indemnified Party and any such person designated by such Indemnified Party with access to the Property. Indemnitor covenants and agrees, at its sole cost and expense, to protect, defend, indemnify, release and hold Indemnified Parties harmless from and against any and all Losses imposed upon advance notice to each of them, the or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any presence of any Hazardous Substances in, on, above or under the Property; (b) any past, present or threatened Release in, on, above, under or from the Property; (c) any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from the Property of any Hazardous Substances; (d) any actual or proposed Remediation at any time in, under, on or above the Property; (e) any past, present or threatened non-compliance or violations of any Environmental Laws (or permits issued pursuant to any Environmental Law) in connection with the Property or operations thereon, including any failure by Indemnitor, any other Borrower Party, and/or any Tenant or other user of the Property to comply with any order of any Governmental Authority in connection with any Environmental Laws; (f) the imposition, recording or filing, or the threatened imposition, recording or filing, of any Environmental Lien encumbering the Property; (g) any administrative processes or proceedings or judicial proceedings in any way connected with any matter addressed in this Agreement; (h) any past, present or threatened injury to, destruction of or loss of natural resources in any way connected with the Property, including costs to investigate and assess Losses; (i) any acts of Indemnitor, any other Borrower Party, and/or any Tenant or other user of the Property in arranging for disposal or treatment, or arranging with a transporter for transport for disposal or treatment, of Hazardous Substances directly or indirectly affecting the Property, at any facility or incineration vessel containing Hazardous Substances; (j) any acts of Indemnitor, any other Borrower Party, and/or any Tenant or other user of the Property in accepting any Hazardous Substances affecting the Property for transport to disposal or treatment facilities, incineration vessels or sites from which there is a Release, or a threatened Release of any Hazardous Substance which causes the incurrence of costs for Remediation; (k) any personal injury, wrongful death, or property or other damage arising under any statutory or common law or tort law theory, including damages assessed for private or public nuisance or for the conducting of an abnormally dangerous activity on or near the Property; and (l) any misrepresentation set forth in this Agreement or the Loan Agreement or any breach or failure to perform any warranty, covenant or other obligations pursuant to this Agreement, the Loan Agreement, the Note or the Mortgage related to Hazardous Substances; provided, however, that the foregoing shall not be construed to require indemnification of Losses suffered by an Indemnified Party resulting solely from such Person designated by the Indemnified Parties with access to each Propertyparty’s gross negligence or willful misconduct.

Indemnified Rights/Cooperation and Access. In the event the Indemnified Parties Parties, in their commercially reasonable judgement, have a reasonable basis reason to believe that an environmental hazard exists on any the Property that does not (a) not, in the commercially reasonable judgment of the Indemnified Parties, endanger any tenants or other occupants of such the Property or their guests or the general public, public or (b) materially and adversely affect the value of such the Property, upon reasonable written notice from the Indemnitee, describing in reasonable detail the basis for such belief, Indemnitors Indemnitor shall, at Indemnitors’ sole cost and Indemnitor's expense, promptly cause an engineer or consultant reasonably satisfactory to the Indemnified Parties to conduct an any environmental assessment or audit of such hazard (the scope of which shall be determined in the reasonable sole and absolute discretion of the Indemnified Parties) and take any samples of soil, groundwater or other water, air air, or building materials or any other invasive testing reasonably determined requested by Indemnitee to be required to assess such condition and promptly deliver to Indemnitee the results of any such assessment, audit, sampling or other testing; provided, however, if such results are not delivered to Indemnitee the Indemnified Parties within a reasonable period or if the Indemnified Parties have reason to believe a commercially reasonable belief that an environmental hazard exists on such the Property that that, in the sole judgment of the Indemnified Parties, endangers any tenant or other occupant of such the Property or their guests or the general public or may materially and adversely affect the value of such the Property, upon reasonable notice to IndemnitorsIndemnitor, the Indemnified Parties and any other Person designated by the Indemnified Parties, including, including but not limited to, to any receiver, any representative of any Governmental Authority and/or a governmental entity, and any environmental consultant, shall have the right, but not the obligation, to enter upon such the Property at all reasonable times (subject to the rights of tenants) to assess any and all aspects of the environmental condition of such the Property and its use, including, including but not limited to, to conducting any environmental assessment or audit (the scope of which shall be determined in the sole, but good faith sole and absolute discretion of the Indemnified Parties) and taking samples of soil, groundwater or other water, air air, or building materials materials, and reasonably conducting other invasive testing, reasonably determined by the Indemnified Parties to be required to assess the condition. Indemnitors Indemnitor shall cooperate with and provide, upon advance notice to each of them, provide the Indemnified Parties and any such Person designated by the Indemnified Parties with access to each the Property.

Indemnified Rights/Cooperation and Access. In the event the Indemnified Parties have a reasonable basis reason to believe that an environmental hazard exists on any the Property that does not (a) not, in the discretion of the Indemnified Parties, endanger any tenants or other occupants of such the Property or their guests or the general public, public or (b) materially and adversely affect the value of such the Property, upon reasonable written notice from the Indemnitee, describing in reasonable detail the basis for such belief, Indemnitors Indemnitor shall, at Indemnitors’ sole cost and Indemnitor's expense, promptly cause an engineer or consultant reasonably satisfactory to the Indemnified Parties to conduct an environmental assessment or audit of such hazard (the scope of which shall be determined in the reasonable discretion of the Indemnified Parties) and take any samples of soil, groundwater or other water, air air, or building materials or any other invasive testing reasonably determined requested by Indemnitee to be required to assess such condition and promptly deliver to Indemnitee the results of any such assessment, audit, sampling or other testing; provided, however, if such results are not delivered to Indemnitee the Indemnified Parties within a reasonable period or if the Indemnified Parties have reason to believe that an environmental hazard exists on such the Property that that, in the judgment of the Indemnified Parties, endangers any tenant or other occupant of such the Property or their guests or the general public or may materially and adversely affect the value of such the Property, upon reasonable notice to IndemnitorsBorrower, the Indemnified Parties and any other Person designated by the Indemnified Parties, including, but not limited to, any receiver, any representative of any Governmental Authority and/or a governmental entity, and any environmental consultant, shall have the right, but not the obligation, to enter upon such the Property at all reasonable times (subject to the rights of tenants) to assess any and all aspects of the environmental condition of such the Property and its use, including, including but not limited to, conducting any environmental assessment or audit (the scope of which shall be determined in the sole, but good faith discretion of the Indemnified Parties) and taking samples of soil, groundwater or other water, air air, or building materials materials, and reasonably conducting other invasive testing, reasonably determined by the Indemnified Parties to be required to assess the condition. Indemnitors Indemnitor shall cooperate with and provide, upon advance notice to each of them, provide the Indemnified Parties and any such Person designated by the Indemnified Parties with access to each the Property.

Indemnified Rights/Cooperation and Access. In the event the Indemnified Parties have a reasonable basis good faith reason to believe that an environmental hazard exists on any the Property that does not not, in the sole discretion of the Indemnified Parties, (a) endanger any tenants or other occupants of such the Property or their guests or the general public, or (b) materially and adversely affect affects the value of such the Property, upon reasonable written notice from the Indemnitee, describing in reasonable detail the basis for such belief, Indemnitors shall, at Indemnitors’ sole cost and expense, promptly cause an engineer or consultant reasonably satisfactory to the Indemnified Parties to conduct an any environmental assessment or audit of such hazard (the scope of which shall be determined in the reasonable sole and absolute discretion of the Indemnified Parties) and take any samples of soil, groundwater or other water, air or building materials or any other invasive testing reasonably determined requested by Indemnitee to be required to assess such condition and promptly deliver to Indemnitee the results of any such assessment, audit, sampling or other testing; provided, however, if such results are not delivered to Indemnitee within a reasonable period or if the Indemnified Parties have a reasonable good faith reason to believe that an environmental hazard exists on such the Property that that, in the sole judgment of the Indemnified Parties, endangers any tenant or other occupant of such the Property or their guests or the general public or may materially and adversely affect the value of such the Property, upon reasonable notice to IndemnitorsIndemnitors (which may be given verbally), the Indemnified Parties and any other Person designated by the Indemnified Parties, including, but not limited to, any receiver, any representative of any Governmental Authority and/or any environmental consultant, shall have the right, but not the obligation, to enter upon such the Property at all reasonable times (subject to the rights of tenantsTenants under Leases) to assess any and all aspects of the environmental condition of such the Property and its use, including, but not limited to, conducting any environmental assessment or audit (the scope of which shall be determined in the sole, but good faith sole and absolute discretion of the Indemnified Parties) and taking samples of soil, groundwater or other water, air or building materials and reasonably conducting other invasive testing, reasonably determined by the Indemnified Parties to be required to assess the condition. Indemnitors shall cooperate with and provide, upon advance notice to each of them, provide the Indemnified Parties and any such Person designated by the Indemnified Parties with access to each Propertythe Property (subject to the rights of Tenants under Leases).

Indemnified Rights/Cooperation and Access. In the event the Indemnified Parties have a reasonable basis reason to believe that an environmental hazard exists on any the Property that does not not, in the sole discretion of the Indemnified Parties, (ai) endanger any tenants or other occupants of such the Property or their guests or the general public, public or (bii) materially and adversely affect the value of such the Property, upon reasonable written notice from the Indemnitee, describing in reasonable detail the basis for such belief, Indemnitors shall, at Indemnitors’ sole cost and expense, promptly cause an engineer or consultant reasonably satisfactory to the Indemnified Parties to conduct an environmental assessment or audit of such hazard (the scope of which shall be determined in the reasonable sole and absolute discretion of the Indemnified Parties) and take any samples of soil, groundwater or other water, air air, or building materials or any other invasive testing reasonably determined requested by Indemnitee to be required to assess such condition and ​ promptly deliver to Indemnitee the results of any such assessment, audit, sampling or other testing; provided, however, if such results are not delivered to the Indemnitee within a reasonable period or if the Indemnified Parties have reason to believe that an environmental hazard exists on such the Property that that, in the sole judgment of the Indemnified Parties, endangers any tenant Tenant or other occupant of such the Property or their guests or the general public or may materially and adversely affect the value of such the Property, upon reasonable notice to IndemnitorsBorrower, the Indemnified Parties and any other Person designated by the Indemnified Parties, including, but not limited to, any receiver, any representative of any a Governmental Authority Authority, and/or any environmental consultant, shall have the right, but not the obligation, to enter upon such the Property at all reasonable times (subject to the rights of tenants) to assess any and all aspects of the environmental condition of such the Property and its use, including, but not limited to, conducting any environmental assessment or audit (the scope of which shall be determined in the sole, but good faith sole and absolute discretion of the Indemnified Parties) and taking samples of soil, groundwater or other water, air air, or building materials materials, and reasonably conducting other invasive testing, reasonably determined by the Indemnified Parties to be required to assess the condition. Indemnitors shall cooperate with and provide, upon advance notice to each of them, provide the Indemnified Parties and any such Person designated by the Indemnified Parties with access to each the Property.. ​

Indemnified Rights/Cooperation and Access. In the event the Indemnified Parties have a reasonable basis reason to believe that an environmental hazard exists on any the Property that does not (a) not, in the sole discretion of the Indemnified Parties, endanger any tenants or other occupants of such the Property or their guests or the general public, public or (b) materially and adversely affect affects the value of such the Property, upon reasonable written notice from the Indemnitee, describing in reasonable detail the basis for such belief, Indemnitors Indemnitor shall, at Indemnitors’ Indemnitor’s sole cost and expense, promptly cause an engineer or consultant reasonably satisfactory to the Indemnified Parties to conduct an any environmental assessment or audit of such hazard (the scope of which shall be determined in the reasonable sole and absolute discretion of the Indemnified Parties) and take any samples of soil, groundwater or other water, air air, or building materials or any other invasive testing reasonably determined requested by Indemnitee to be required to assess such condition and promptly deliver to Indemnitee the results of any such assessment, audit, sampling or other testingtesting (and Indemnitee and the other Indemnified Parties shall be entitled to rely on such reports and other results thereof); provided, however, if such results are not delivered to Indemnitee the Indemnified Parties within a reasonable period or if the Indemnified Parties have reason to believe that an environmental hazard exists on such the Property that that, in the sole judgment of the Indemnified Parties, endangers any tenant or other occupant of such the Property or their guests or the general public or may materially and adversely affect the value of such the Property, upon reasonable notice to IndemnitorsIndemnitor, the Indemnified Parties and any other Person designated by the Indemnified Parties, including, including but not limited to, to any receiver, any representative of any Governmental Authority and/or a governmental entity, and any environmental consultant, shall have the right, but not the obligation, to enter upon such the Property at all reasonable times (subject to the rights of tenants) to assess any and all aspects of the environmental condition of such the Property and its use, including, including but not limited to, to conducting any environmental assessment or audit (the scope of which shall be determined in the sole, but good faith sole and absolute discretion of the Indemnified Parties) and taking samples of soil, groundwater or other water, air air, or building materials materials, and reasonably conducting other invasive testing, reasonably determined by the Indemnified Parties to be required to assess the condition. Indemnitors Indemnitor shall cooperate with and provide, upon advance notice to each of them, provide the Indemnified Parties and any such Person designated by the Indemnified Parties with access to each the Property.

Indemnified Rights/Cooperation and Access. In the event the Indemnified Parties have a reasonable basis to reasonably believe that an environmental hazard a violation of Environmental Law or Hazardous Substances exists or a Release of Hazardous Substances has occurred on any Individual Property that does not (a) does, in the sole discretion of the Indemnified Parties, endanger any tenants or other occupants of such Individual Property or their guests or the general public, public or (b) materially and adversely affect the value of such Propertyis reasonably likely to result in a Material Adverse Effect, upon reasonable written notice from the Indemnitee, describing in reasonable detail the basis for such belief, Indemnitors Indemnitor shall, at Indemnitors’ sole cost and Indemnitor’s expense, promptly cause an independent engineer or consultant reasonably satisfactory to the Indemnified Parties to conduct an environmental assessment or audit of such hazard (the scope of which shall be determined in the reasonable sole and absolute discretion of the Indemnified Parties) and take any samples of soil, groundwater or other water, air air, or building materials or any other invasive testing reasonably determined requested by Indemnitee to be required to assess such condition and promptly deliver to Indemnitee the results of any such assessment, audit, sampling or other testing; provided, however, if such results are not delivered to Indemnitee the Indemnified Parties within a reasonable period or if the Indemnified Parties have reason to reasonably believe that an environmental hazard exists on such any Individual Property that in violation of applicable Environmental Laws that, in the sole judgment of the Indemnified Parties, endangers any tenant or other occupant of such Individual Property or their guests or the general public or may materially and adversely affect the value of such Propertyis reasonably likely to result in a Material Adverse Effect, upon reasonable notice to IndemnitorsBorrower, the Indemnified Parties and any other Person designated by the Indemnified Parties, including, but not limited to, any receiver, any representative of any Governmental Authority and/or a governmental entity, and any environmental consultant, shall have the right, but not the obligation, to enter upon such Individual Property at all reasonable times (subject to the rights of tenants) to assess any and all aspects of the environmental condition of such Individual Property and its use, including, including but not limited to, conducting any environmental assessment or audit (the scope of which shall be determined in the sole, but good faith sole and absolute discretion of the Indemnified Parties) and taking samples of soil, groundwater or other water, air air, or building materials materials, and reasonably conducting other invasive testing, reasonably determined by the Indemnified Parties to be required to assess the condition. Indemnitors Indemnitor shall cooperate with and provide, upon advance notice to each of them, provide the Indemnified Parties and any such Person designated by the Indemnified Parties with access to each Propertyany Individual Property to undertake the foregoing.

Indemnified Rights/Cooperation and Access. In the event the Indemnified Parties have a reasonable basis reason to believe that an environmental hazard exists on there has been a Release of Hazardous Substances on, or any Remediation is required in connection with any condition on, any Individual Property that does not not, in the reasonable discretion of the Indemnified Parties, (a) endanger any tenants or other occupants of such Individual Property or their guests or the general public, or (b) materially and adversely affect the value of such Individual Property, upon reasonable written notice from the Indemnitee, describing in reasonable detail the basis for such belief, Indemnitors shall, at Indemnitors’ ' sole cost and expense, promptly cause an engineer or consultant reasonably satisfactory to the Indemnified Parties to conduct an any appropriate environmental assessment or audit of such hazard (the scope of which shall be determined in the reasonable sole and absolute discretion of the Indemnified Parties) and take any appropriate samples of soil, groundwater or other water, air or building materials or any other invasive testing reasonably determined requested by Indemnitee to be required to assess such condition and promptly deliver to Indemnitee the results of any such assessment, audit, sampling or other testing; providedPROVIDED, howeverHOWEVER, if such results are not delivered to Indemnitee within a reasonable period or if the Indemnified Parties have reason to believe that an environmental hazard exists on there has been a Release of Hazardous Substances on, or any Remediation is required in connection with any condition on, such Individual Property that that, in the sole judgment of the Indemnified Parties, endangers any tenant or other occupant of such Individual Property or their guests or the general public or may materially and adversely affect the value of such Individual Property, upon reasonable notice to IndemnitorsIndemnitors (which may be given verbally), the Indemnified Parties and any other Person designated by the Indemnified Parties, including, but not limited to, any receiver, any representative of any Governmental Authority and/or any environmental consultant, shall have the right, but not the obligation, to enter upon such Individual Property at all reasonable times (subject to upon reasonable prior notice, except in an emergency as determined in the rights of tenants) to Indemnified Parties' sole discretion, assess any and all aspects of the environmental condition of such Individual Property and its use, including, but not limited to, conducting any environmental assessment or audit (the scope of which shall be determined in the sole, but good faith sole and absolute discretion of the Indemnified Parties) and taking samples of soil, groundwater or other water, air or building materials and reasonably conducting other invasive testing, reasonably determined by the Indemnified Parties to be required to assess the condition. Indemnitors shall cooperate with and provide, upon advance notice to each of them, provide the Indemnified Parties and any such Person designated by the Indemnified Parties with access to each such Individual Property.

Indemnified Rights/Cooperation and Access. In the event the Indemnified Parties have a reasonable basis reason to believe that an environmental hazard exists on any the Property that does not (a) not, in the sole discretion of the Indemnified Parties, endanger any tenants or other occupants of such the Property or their guests or the general public, public or (b) materially and adversely affect the value of such the Property, upon reasonable written notice from the Indemnitee, describing in reasonable detail the basis for such belief, Indemnitors Indemnitor shall, at Indemnitors’ sole cost and Indemnitor's expense, promptly cause an engineer or consultant reasonably satisfactory to the Indemnified Parties to conduct an any environmental assessment or audit of such hazard (the scope of which shall be determined in the reasonable sole and absolute discretion of the Indemnified Parties) and take any samples of soil, groundwater or other water, air air, or building materials or any other invasive testing reasonably determined requested by Indemnitee to be required to assess such condition and promptly deliver to Indemnitee the results of any such assessment, audit, sampling or other testing; provided, however, if such results are not delivered to Indemnitee the Indemnified Parties within a reasonable period or if the Indemnified Parties have reason to believe that an environmental hazard exists on such the Property that that, in the sole judgment of the Indemnified Parties, endangers any tenant or other occupant of such the Property or their guests or the general public or may materially and adversely affect the value of such the Property, upon reasonable notice to IndemnitorsBorrower, the Indemnified Parties and any other Person designated by the Indemnified Parties, including, including but not limited to, to any receiver, any representative of any Governmental Authority and/or a governmental entity, and any environmental consultant, shall have the right, but not the obligation, to enter upon such the Property at all reasonable times (subject to the rights of tenants) to assess any and all aspects of the environmental condition of such the Property and its use, including, including but not limited to, to conducting any environmental assessment or audit (the scope of which shall be determined in the sole, but good faith sole and absolute discretion of the Indemnified Parties) and taking samples of soil, groundwater or other water, air air, or building materials materials, and reasonably conducting other invasive testing, reasonably determined by the Indemnified Parties to be required to assess the condition. Indemnitors Indemnitor shall cooperate with and provide, upon advance notice to each of them, provide the Indemnified Parties and any such Person designated by the Indemnified Parties with access to each the Property.

Indemnified Rights/Cooperation and Access. In the event the Indemnified Parties have a reasonable basis reason to believe that an environmental hazard exists on any the Property that does not not, in the sole discretion of the Indemnified Parties, (a) endanger any tenants or other occupants of such the Property or their guests or the general public, or (b) materially and adversely affect affects the value of such the Property, upon reasonable written notice from the Indemnitee, describing in reasonable detail the basis for such belief, Indemnitors shall, at Indemnitors’ sole cost and expense, promptly cause an engineer or consultant reasonably satisfactory to the Indemnified Parties to conduct an any environmental assessment or audit of such hazard (the scope of which shall be determined in the reasonable sole and absolute discretion of the Indemnified Parties) and take any samples of soil, groundwater or other water, air or building materials or any other invasive testing reasonably determined requested by Indemnitee to be required to assess such condition and promptly deliver to Indemnitee the results of any such assessment, audit, sampling or other testing; provided, however, if such results are not delivered to Indemnitee within a reasonable period or if the Indemnified Parties have reason to believe that an environmental hazard exists on such the Property that that, in the sole judgment of the Indemnified Parties, endangers any tenant or other occupant of such the Property or their guests or the general public or may materially and adversely affect the value of such the Property, upon reasonable notice to IndemnitorsIndemnitors (which may be given verbally), the Indemnified Parties and any other Person designated by the Indemnified Parties, including, but not limited to, any receiver, any representative of any Governmental Authority and/or any environmental consultant, shall have the right, but not the obligation, to enter upon such the Property at all reasonable times (subject to the rights of tenants) to assess any and all aspects of the environmental condition of such the Property and its use, including, but not limited to, conducting any environmental assessment or audit (the scope of which shall be determined in the sole, but good faith sole and absolute discretion of the Indemnified Parties) and taking samples of soil, groundwater or other water, air or building materials and reasonably conducting other invasive testing, reasonably determined by the Indemnified Parties to be required to assess the condition. Indemnitors shall cooperate with and provide, upon advance notice to each of them, provide the Indemnified Parties and any such Person designated by the Indemnified Parties with access to each the Property.

Indemnified Rights/Cooperation and Access. (a) In the event the Indemnified Parties have a reasonable basis reason to believe that an environmental hazard exists on any the Property that does not (a) not, in the sole discretion of the Indemnified Parties, endanger any tenants Tenants or other occupants of such the Property or their guests or the general public, public or (b) materially and adversely affect affects the value of such the Property, upon reasonable written notice from the Indemnitee, describing in reasonable detail the basis for such belief, Indemnitors Indemnitor shall, at Indemnitors’ sole cost and Indemnitor’s expense, promptly cause an engineer or consultant reasonably satisfactory to the Indemnified Parties to conduct an any environmental assessment or audit of such hazard (the scope of which shall be determined in the reasonable sole and absolute discretion of the Indemnified Parties) and take any samples of soil, groundwater or other water, air air, or building materials or any other invasive testing reasonably determined requested by Indemnitee to be required to assess such condition and promptly deliver to Indemnitee the results of any such assessment, audit, sampling or other testing; provided, however, if such results are not delivered to Indemnitee the Indemnified Parties within a reasonable period or if the Indemnified Parties have reason to believe that an environmental hazard exists on such the Property that that, in the sole judgment of the Indemnified Parties, endangers any tenant or other occupant of such the Property or their guests or the general public or may materially and adversely affect the value of such the Property, upon reasonable notice to IndemnitorsIndemnitor, the Indemnified Parties and any other Person designated by the Indemnified Parties, including, including but not limited to, to any receiver, any representative of any Governmental Authority and/or a governmental entity, and any environmental consultant, shall have the right, but not the obligation, to enter upon such the Property at all reasonable times (subject to the rights of tenants) to assess any and all aspects of the environmental condition of such the Property and its use, including, including but not limited to, to conducting any environmental assessment or audit (the scope of which shall be determined in the sole, but good faith sole and absolute discretion of the Indemnified Parties) and taking samples of soil, groundwater or other water, air air, or building materials materials, and reasonably conducting other invasive testing, reasonably determined by the Indemnified Parties to be required to assess the condition. Indemnitors Indemnitor shall cooperate with and provide, upon advance notice to each of them, provide the Indemnified Parties and any such Person designated by the Indemnified Parties with access to each the Property.

Indemnified Rights/Cooperation and Access. (a) In the event the Indemnified Parties have a reasonable basis to believe that an environmental hazard exists on any the Property that does not (a) not, in the reasonable discretion of the Indemnified Parties, endanger any tenants or other occupants of such the Property or their guests or the general public, public or (b) materially and adversely affect affects the value of such the Property, upon reasonable written notice from the Indemnitee, describing in reasonable detail the basis for such belief, Indemnitors Indemnitor shall, at Indemnitors’ sole cost and Indemnitor's expense, promptly cause an engineer or consultant reasonably satisfactory to the Indemnified Parties to conduct an any environmental assessment or audit of such hazard (the scope of which shall be determined in the reasonable sole and absolute discretion of the Indemnified PartiesParties exercising commercially reasonable judgment) and take any samples of soil, groundwater or other water, air air, or building materials or any other invasive testing reasonably determined requested by Indemnitee to be required to assess such condition and promptly deliver to Indemnitee the results of any such assessment, audit, sampling or other testing; provided, however, if such results are not delivered to Indemnitee the Indemnified Parties within a reasonable period or if the Indemnified Parties have reason a reasonable basis to believe that an environmental hazard exists on such the Property that that, in the reasonable judgment of the Indemnified Parties, endangers any tenant or other occupant of such the Property or their guests or the general public or may materially and adversely affect the value of such the Property, upon reasonable notice to IndemnitorsIndemnitor, the Indemnified Parties and any other Person person designated by the Indemnified Parties, including, including but not limited to, to any receiver, any representative of any Governmental Authority and/or a governmental entity, and any environmental consultant, shall have the right, but not the obligation, to enter upon such the Property at all reasonable times (subject to the rights of tenants) to assess any and all aspects of the environmental condition of such the Property and its use, including, including but not limited to, to conducting any environmental assessment or audit (the scope of which shall be determined in the sole, but good faith sole and absolute discretion of the Indemnified PartiesParties exercising commercially reasonable judgment) and taking samples of soil, groundwater or other water, air air, or building materials materials, and reasonably conducting other invasive testing, reasonably determined by the Indemnified Parties to be required to assess the condition. Indemnitors Indemnitor shall cooperate with and provide, upon advance notice to each of them, provide the Indemnified Parties and any such Person person designated by the Indemnified Parties with access to each the Property.

Indemnified Rights/Cooperation and Access. In the event the that any Indemnified Parties have Party has a reasonable basis good faith belief that Indemnitor is not in material compliance with its warranties, covenants and agreements relating to believe that an environmental hazard exists on compliance with any Property that does not (a) endanger any tenants or other occupants of such Property or their guests Environmental Laws or the general publicCurrent Remediation Programs, or (b) materially and adversely affect the value of such Property, then upon reasonable prior written notice from the Indemnitee, describing in reasonable detail the basis for such belief, Indemnitors Indemnitor shall, at Indemnitors’ Indemnitor's sole cost and expense, promptly cause an engineer or consultant reasonably satisfactory to Indemnitee (in the Indemnified Parties exercise of its reasonable judgment) to conduct an environmental assessment or audit of such hazard (the scope of which shall be determined in the reasonable discretion judgment of the Indemnified PartiesIndemnitee) and take any samples of soil, groundwater or other water, air air, or building materials or any other invasive testing reasonably determined requested by Indemnitee (in the reasonable judgment of Indemnitee), subject to be required to assess such condition the provisions of any Leases and the rights of Tenants and subtenants, and promptly deliver to Indemnitee the results of any such assessment, audit, sampling or other testing; testing (provided, however, that any such notice to require additional testing or investigation with respect to the Current Remediation Programs shall be limited to such testing or investigation necessary to achieve, assure or verify compliance with the regulations and other requirements of the NYSDEC). Notwithstanding the foregoing, if (i) such results are not delivered to Indemnitee within a reasonable period period, or if (ii) any Indemnified Party has a good faith belief that Indemnitor is not in material compliance with its warranties, covenants and agreements relating to compliance with any Environmental Laws, which non-compliance, in the reasonable judgment of such Indemnified Parties have reason to believe that an environmental hazard exists on such Property that Party, endangers any tenant or other occupant Tenant of such the Property or their guests or the general public or may materially and adversely affect the value of such the Property, then upon reasonable prior notice to IndemnitorsIndemnitor, the any Indemnified Parties Party and any other Person designated by the any Indemnified PartiesParty, including, but not limited to, including any receiver, any representative of any a Governmental Authority Authority, and/or any environmental consultant, shall have the right, but not the obligation, to enter upon such the Property at all reasonable times upon reasonable prior notice to Indemnitor (subject to the provisions of the Leases and the rights of tenantsTenants and subtenants thereunder) to assess any and all aspects of the environmental condition of such the Property and its use, including, but not limited to, including conducting any environmental assessment or audit (the scope of which shall be determined in the sole, but good faith discretion judgment of the such Indemnified PartiesParty) and taking samples of soil, groundwater or other water, air air, or building materials materials, and reasonably conducting other invasive testingtesting deemed necessary or appropriate by such Indemnified Party (in the reasonable judgment of such Indemnified Party). All reasonable costs and expenses incurred by any Indemnified Party pursuant to this Section 4 shall be paid by, or, if paid by any Indemnified Party, reimbursed by Indemnitor within the Demand Period, and shall accrue interest at the Default Rate from the expiration of the Demand Period until paid by Indemnitor. Indemnitor shall reasonably determined by the Indemnified Parties to be required to assess the condition. Indemnitors shall cooperate with and provideprovide any Indemnified Party and any such person designated by such Indemnified Party with access to the Property, subject to the rights of the Tenants or any subtenants. Indemnitor covenants and agrees, at its sole cost and expense, to protect, defend, indemnify, release and hold Indemnified Parties harmless from and against any and all Losses imposed upon advance notice to each of them, the or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any such Person designated way relating to any one or more of the following (except to the extent that any of the foregoing is attributable to or occasioned by the gross negligence or willful misconduct of any Indemnified Parties Party): (a) any presence of any Hazardous Substances in, on, above or under the Property; (b) any past, present or threatened Release in, on, above, under or from the Property; (c) any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from the Property of any Hazardous Substances; (d) any actual or proposed Remediation at any time in, under, on or above the Property, including any Remediation pursuant to the Current Remediation Programs; (e) any past, present or threatened non-compliance or violations of any Environmental Laws (or permits issued pursuant to any Environmental Law) in connection with access the Property or operations thereon, including any failure by Indemnitor, any other Borrower Party, and/or any Tenant or other user of the Property to each comply with any order of any Governmental Authority in connection with any Environmental Laws; (f) the imposition, recording or filing, or the threatened imposition, recording or filing, of any Environmental Lien encumbering the Property; (g) any administrative processes or proceedings or judicial proceedings in any way connected with any matter addressed in this Agreement; (h) any past, present or threatened injury to, destruction of or loss of natural resources in any way connected with the Property, including costs to investigate and assess Losses; (i) any acts of Indemnitor, any other Borrower Party, and/or any Tenant or other user of the Property in arranging for disposal or treatment, or arranging with a transporter for transport for disposal or treatment, of Hazardous Substances directly or indirectly affecting the Property, at any facility or incineration vessel containing Hazardous Substances; (j) any acts of Indemnitor, any other Borrower Party, and/or any Tenant or other user of the Property in accepting any Hazardous Substances affecting the Property for transport to disposal or treatment facilities, incineration vessels or sites from which there is a Release, or a threatened Release of any Hazardous Substance which causes the incurrence of costs for Remediation; and (k) any material misrepresentation set forth in this Agreement or the Loan Agreement or any breach or failure to perform any warranty, covenant or other obligations pursuant to this Agreement, the Loan Agreement, the Note or the Mortgage.

Indemnified Rights/Cooperation and Access. In the event the Indemnified Parties have a reasonable basis good faith reason to believe that an environmental hazard or non-compliance with Environmental Law or permit issued pursuant thereto exists on in, at, on, above, under or from or to any Property that does not (a) endanger any tenants or other occupants of such Property or their guests or the general public, or (b) materially and adversely affect the value of such Property, upon reasonable written notice from the Indemnitee, describing in reasonable detail the basis for such belief, Indemnitors Indemnitor shall, at Indemnitors’ Indemnitor’s sole cost and expense, promptly cause an independent engineer or consultant reasonably satisfactory to the Indemnified Parties to conduct an any environmental assessment or audit of such hazard (the scope of which shall be determined in the commercially reasonable discretion of the Indemnified Parties) and take any samples of soil, groundwater or other water, air air, or building materials or any other invasive testing reasonably determined requested by Indemnitee to be required to assess such condition and promptly deliver to Indemnitee the results of any such assessment, audit, sampling or other testing; provided, however, if such results are not delivered to Indemnitee within a reasonable period or if the Indemnified Parties have a good faith reason to believe that an any such environmental hazard or non-compliance exists on such Property that that, in the sole judgment of the Indemnified Parties, endangers any tenant or occupant or other occupant user of such Property or their guests or the general public or may any other Person or is likely to materially and adversely affect the value of such Property, upon reasonable notice to IndemnitorsIndemnitor, the Indemnified Parties and any other Person designated by the Indemnified Parties, including, but not limited to, any receiver, any representative of any a Governmental Authority and/or Authority, and any environmental consultant, shall have the right, but not the obligation, to enter upon such Property at all reasonable times (subject to the rights of tenants) to assess any and all aspects of the environmental condition of such Property and its use, including, but not limited to, conducting any environmental assessment or audit (the scope of which shall be determined in the sole, but good faith sole and absolute discretion of the Indemnified Parties) and taking samples of soil, groundwater or other water, air air, or building materials materials, and reasonably conducting other invasive testing, reasonably determined by the Indemnified Parties to be required to assess the condition. Indemnitors Indemnitor shall cooperate with and provide, upon advance notice to each of them, provide the Indemnified Parties and any such Person designated by the Indemnified Parties with access to each Propertythe Properties.

Indemnified Rights/Cooperation and Access. In the event the Indemnified Parties have a reason to believe, in the exercise of reasonable basis to believe discretion and good faith, that an environmental hazard exists on any the Property that does not (a) not, in the sole discretion of the Indemnified Parties, endanger any tenants or other occupants of such the Property or their guests or the general public, public or (b) materially and adversely affect affects the value of such the Property, upon reasonable written notice from the Indemnitee, describing in reasonable detail the basis for such belief, Indemnitors Indemnitor shall, at Indemnitors’ sole cost and Indemnitor's expense, promptly cause an engineer or consultant reasonably satisfactory to the Indemnified Parties to conduct an any environmental assessment or audit (the scope of such hazard which shall be reasonably satisfactory to Lender) (the scope of which shall be determined in the reasonable sole and absolute discretion of the Indemnified Parties) and take any samples of soil, groundwater or other water, air air, or building materials or any other invasive testing reasonably determined requested by Indemnitee to be required to assess such condition and promptly deliver to Indemnitee the results of any such assessment, audit, sampling or other testing; provided, however, if such results are not delivered to Indemnitee the Indemnified Parties within a reasonable period or if the Indemnified Parties have reason to believe that an environmental hazard exists on such the Property that that, in the sole judgment of the Indemnified Parties, endangers any tenant or other occupant of such the Property or their guests or the general public or may materially and adversely affect the value of such the Property, upon reasonable notice to IndemnitorsIndemnitor, the Indemnified Parties and any other Person designated by the Indemnified Parties, including, including but not limited to, to any receiver, any representative of any Governmental Authority and/or a governmental entity, and any environmental consultant, shall have the right, but not the obligation, to enter upon such the Property at all reasonable times (subject to the rights of tenants) to assess any and all aspects of the environmental condition of such the Property and its use, including, including but not limited to, to conducting any environmental assessment or audit (the scope of which shall be determined in the sole, but good faith sole and absolute discretion of the Indemnified Parties) and taking samples of soil, groundwater or other water, air air, or building materials materials, and reasonably conducting other invasive testing, reasonably determined by the Indemnified Parties to be required to assess the condition. Indemnitors Indemnitor shall cooperate with and provide, upon advance notice to each of them, provide the Indemnified Parties and any such Person designated by the Indemnified Parties with access to each the Property.

Indemnified Rights/Cooperation and Access. In the event the Indemnified Parties have a reasonable basis to believe belief that an environmental hazard exists Hazardous Substances exist on any the Property that does not do not, in the reasonable discretion of the Indemnified Parties, (a) endanger any tenants or other occupants of such the Property or their guests or the general public, or (b) materially and adversely affect the value of such the Property, upon reasonable written notice from Indemnitee containing a description of the IndemniteeHazardous Substances, describing in reasonable detail the basis for such belief, Indemnitors Indemnitor shall, at Indemnitors’ Indemnitor’s sole cost and expense, promptly cause an engineer or consultant selected by Indemnitor and reasonably satisfactory to the Indemnified Parties to conduct an any environmental assessment or audit of such hazard the Hazardous Substances (the scope of which shall be determined in the reasonable discretion of the Indemnified Parties) and take any samples of soil, groundwater or other water, air or building materials or any other invasive testing that is, in each case, reasonably determined requested by Indemnitee and related to be required to assess such condition the Hazardous Substances, and promptly deliver to Indemnitee the results of any such assessment, audit, sampling or other testing; provided, however, if such results are not delivered to Indemnitee within a reasonable period or if the Indemnified Parties have reason to believe has a reasonable belief that an environmental hazard exists Hazardous Substances exist on such the Property that endangers that, in the reasonable judgment of the Indemnified Parties, endanger any tenant or other occupant of such the Property or their guests or the general public or may imminently materially and adversely affect the value of such the Property, upon reasonable written notice to IndemnitorsIndemnitor, the Indemnified Parties and any other Person designated by the Indemnified Parties, including, but not limited to, any receiver, any representative of any Governmental Authority receiver and/or any environmental consultant, shall have the right, but not the obligation, to enter upon such the Property following written notice at all reasonable times (subject to the rights of tenantsTenants under their Leases and in a manner that does not unreasonably interfere with the use or operation of the Property) to assess any and all aspects of the environmental condition of such the Property and its use, including, but not limited to, conducting any environmental assessment or audit of the condition (the scope of which shall be determined in the sole, but good faith reasonable discretion of the Indemnified Parties) and taking samples of soil, groundwater or other water, air or building materials related to the condition and reasonably conducting other invasive testing, reasonably determined by the Indemnified Parties testing related to be required to assess the condition. Indemnitors Indemnitor shall cooperate with and provide, upon advance notice to each of them, provide the Indemnified Parties and any such Person designated by the Indemnified Parties with access to each the Property. Notwithstanding the foregoing, no entry shall be made by the Indemnified Parties or any Person designated by the Indemnified Parties so long as Indemnitor conducts appropriate environmental assessments of the Property and promptly and diligently takes such further action as is reasonably required to cure or mitigate any Release of any Hazardous Substances.

Indemnified Rights/Cooperation and Access. In the event the Indemnified Parties have a reasonable basis to believe that an environmental hazard exists on any Property Individual Property, other than conditions expressly disclosed in the Environmental Reports, that does not (a) endanger any tenants or other occupants of such Individual Property or their guests or the general public, or (b) materially and adversely affect the value of such Individual Property, upon reasonable written notice from the Indemnitee, describing in reasonable detail the basis for such belief, Indemnitors shall, at Indemnitors’ sole cost and expense, promptly cause an engineer or consultant reasonably satisfactory to the Indemnified Parties to conduct an environmental assessment or audit of such hazard (the scope of which shall be determined in the reasonable discretion of the Indemnified Parties) and take any samples of soil, groundwater or other water, air or building materials or any other invasive testing reasonably determined by Indemnitee to be required to assess such condition and promptly deliver to Indemnitee the results of any such assessment, audit, sampling or other testing; provided, however, if such results are not delivered to Indemnitee within a reasonable period or if the Indemnified Parties have reason to believe that an environmental hazard exists on such Individual Property that endangers any tenant or other occupant of such Individual Property or their guests or the general public or may materially and adversely affect the value of such Individual Property, upon reasonable notice to Indemnitors, the Indemnified Parties and any other Person designated by the Indemnified Parties, including, but not limited to, any receiver, any representative of any Governmental Authority and/or any environmental consultant, shall have the right, but not the obligation, to enter upon such Individual Property at all reasonable times (subject to the rights of tenants) to assess any and all aspects of the environmental condition of such Individual Property and its use, including, but not limited to, conducting any environmental assessment or audit (the scope of which shall be determined in the sole, but good faith discretion of the Indemnified Parties) and taking samples of soil, groundwater or other water, air or building materials and reasonably conducting other invasive testing, reasonably determined by the Indemnified Parties to be required to assess the condition. Indemnitors shall cooperate with and provide, upon advance notice to each Environmental Indemnity Agreement Berkadia Loan No. 00-0000000 & 00-0000000 117611427_7 of them, the Indemnified Parties and any such Person designated by the Indemnified Parties with access to each Individual Property.

Indemnified Rights/Cooperation and Access. In Notwithstanding anything to the contrary contained in Paragraph 2 above, in the event the Indemnified Parties have a reasonable basis good faith reason to believe that an environmental hazard condition exists on any the Property that does not not, in the sole discretion of the Indemnified Parties, (a) endanger any tenants or other occupants of such the Property or their guests or the general public, or (b) materially and adversely affect affects the value of such the Property, upon reasonable written notice from the Indemnitee, describing in reasonable detail the basis for such belief, Indemnitors Indemnitor shall, at IndemnitorsIndemnitor’s sole cost and expense (unless the Indemnitor has already provided the reports provided in Section 2(f) above during the prior twelve (12) months, in which case, such assessment, audit, sampling, or other testing referred to below in this Paragraph 3 shall be at the indemnified Parties’ sole cost and expense), promptly cause an engineer or consultant reasonably satisfactory to the Indemnified Parties to conduct an any environmental assessment or audit of such hazard (the scope of which shall be determined in the reasonable sole and absolute discretion of the Indemnified Parties) and take any samples of soil, groundwater or other water, air or building materials or any other invasive testing reasonably determined requested by Indemnitee to be required to assess such condition and promptly deliver to Indemnitee the results of any such assessment, audit, sampling or other testing; provided, however, if such results are not delivered to Indemnitee within a reasonable period or if the Indemnified Parties have reason to believe that an environmental hazard exists on such the Property that that, in the reasonable judgment of the Indemnified Parties, endangers any tenant or other occupant of such the Property or their guests or the general public or may materially and adversely affect the value of such the Property, upon reasonable notice to IndemnitorsIndemnitor (which may be given verbally), the Indemnified Parties and any other Person designated by the Indemnified Parties, including, but not limited to, any receiver, any representative of any Governmental Authority and/or any environmental consultant, shall have the right, but not the obligation, to enter upon such the Property at all reasonable times (subject to the rights of tenantstenants which are not Affiliates of Borrower) to assess any and all aspects of the environmental condition of such the Property and its use, including, but not limited to, conducting any environmental assessment or audit (the scope of which shall be determined in the sole, but good faith sole and absolute discretion of the Indemnified Parties) and taking samples of soil, groundwater or other water, air or building materials and reasonably conducting other invasive testing, reasonably determined by all at the Indemnified Parties to be required to assess cost and expense of the conditionIndemnitor. Indemnitors The Indemnitor shall cooperate with and provide, upon advance notice to each of them, provide the Indemnified Parties and any such Person designated by the Indemnified Parties with access to each the Property, subject to the rights of tenants at the Property.

Indemnified Rights/Cooperation and Access. In the event any of the Indemnified Parties have a reasonable basis reason to believe that an Hazardous Substances or any other environmental hazard exists on any the Property that does not (a) is reasonably likely to, in the sole discretion of such Indemnified Party, endanger any tenants or other occupants of such the Property or their guests or the general public, public or (b) materially and adversely affect the value of such the Property, upon reasonable prior written notice from the Indemnitee, describing in reasonable detail the basis for such belief, Indemnitors Indemnitor shall, at Indemnitors’ Indemnitor’s sole cost and expense, promptly cause an engineer or consultant reasonably satisfactory to the Indemnified Parties to conduct an environmental assessment or audit of such hazard (the scope of which shall be determined in the reasonable sole and absolute discretion of the Indemnified Parties) and take any samples of soil, groundwater or other water, air air, or building materials or any other invasive testing reasonably determined requested by Indemnitee to be required to assess such condition and promptly deliver to Indemnitee the results of any such assessment, audit, sampling or other testing; provided, however, if such results are not delivered to the Indemnitee within a reasonable period or if the Indemnified Parties have reason to believe that an environmental hazard exists on such Property that endangers any tenant or other occupant of such Property or their guests or the general public or may materially and adversely affect the value of such Propertyperiod, upon reasonable notice to IndemnitorsIndemnitor, the Indemnified Parties and any other Person designated by the Indemnified Parties, including, but not limited to, any receiver, any representative of any Governmental Authority and/or a governmental entity, and any environmental consultant, shall have the right, but not the obligation, at Indemnitor’s sole cost and expense, to enter upon such the Property at all reasonable times (subject to the rights of tenants) to assess any and all aspects of the environmental condition of such the Property and its use, including, including but not limited to, conducting any environmental assessment or audit (the scope of which shall be determined in the sole, but good faith sole and absolute discretion of the Indemnified Parties) and taking samples of soil, groundwater or other water, air air, or building materials materials, and reasonably conducting other invasive testing, reasonably determined by the Indemnified Parties to be required to assess the condition. Indemnitors Indemnitor shall cooperate with and provide, upon advance notice to each of them, provide the Indemnified Parties and any such Person designated by any of the Indemnified Parties with access to each the Property.

Indemnified Rights/Cooperation and Access. In the event the Indemnified Parties have a reasonable basis reason to believe that an environmental hazard exists on any Property the Properties that does not (a) not, in the sole discretion of the Indemnified Parties, endanger any tenants or other occupants of such Property the Properties or their guests or the general public, public or (b) materially and adversely affect the value of such Propertythe Properties, upon reasonable written notice from the Indemnitee, describing in reasonable detail the basis for such belief, Indemnitors Indemnitor shall, at Indemnitors’ sole cost and Indemnitor’s expense, promptly cause an engineer or consultant reasonably satisfactory to the Indemnified Parties to conduct an environmental assessment or audit of such hazard (the scope of which shall be determined in the reasonable sole and absolute discretion of the Indemnified Parties) and take any samples of soil, groundwater or other water, air air, or building materials or any other invasive testing reasonably determined requested by Indemnitee to be required to assess such condition and promptly deliver to Indemnitee the results of any such assessment, audit, sampling or other testing; provided, however, if such results are not delivered to Indemnitee the Indemnified Parties within a reasonable period or if the Indemnified Parties have reason to believe that an environmental hazard exists on such Property that the Properties that, in the sole judgment of the Indemnified Parties, endangers any tenant or other occupant of such Property the Properties or their guests or the general public or may materially and adversely affect the value of such Propertythe Properties, upon reasonable notice to IndemnitorsBorrower, the Indemnified Parties and any other Person designated by the Indemnified Parties, including, but not limited to, any receiver, any representative of any Governmental Authority and/or a governmental entity, and any environmental consultant, shall have the right, but not the obligation, to enter upon such Property the Properties at all reasonable times (subject to the rights of tenants) to assess any and all aspects of the environmental condition of such Property the Properties and its their use, including, including but not limited to, conducting any environmental assessment or audit (the scope of which shall be determined in the sole, but good faith sole and absolute discretion of the Indemnified Parties) and taking samples of soil, groundwater or other water, air air, or building materials materials, and reasonably conducting other invasive testing, reasonably determined by the Indemnified Parties to be required to assess the condition. Indemnitors Indemnitor shall cooperate with and provide, upon advance notice to each of them, provide the Indemnified Parties and any such Person designated by the Indemnified Parties with access to each Propertythe Properties.

Indemnified Rights/Cooperation and Access. In Notwithstanding anything to the contrary contained in Paragraph 2 above, in the event the Indemnified Parties have a reasonable basis good faith reason to believe that an environmental hazard condition exists on any the Property that does not not, in the sole discretion of the Indemnified Parties, (a) endanger any tenants or other occupants of such the Property or their guests or the general public, or (b) materially and adversely affect affects the value of such Propertythe Property or the Collateral, upon reasonable written notice from the Indemnitee, describing in reasonable detail the basis for such belief, Indemnitors Indemnitor shall, at IndemnitorsIndemnitor’s sole cost and expense (unless the Indemnitor has already provided the reports provided in Section 2(f) above during the prior twelve (12) months, in which case, such assessment, audit, sampling, or other testing referred to below in this Paragraph 3 shall be at the indemnified Parties’ sole cost and expense), promptly cause an engineer or consultant reasonably satisfactory to the Indemnified Parties to conduct an any environmental assessment or audit of such hazard (the scope of which shall be determined in the reasonable sole and absolute discretion of the Indemnified Parties) and take any samples of soil, groundwater or other water, air or building materials or any other invasive testing reasonably determined requested by Indemnitee to be required to assess such condition and promptly deliver to Indemnitee the results of any such assessment, audit, sampling or other testing; provided, however, if such results are not delivered to Indemnitee within a reasonable period or if the Indemnified Parties have reason to believe that an environmental hazard exists on such the Property that that, in the reasonable judgment of the Indemnified Parties, endangers any tenant or other occupant of such the Property or their guests or the general public or may materially and adversely affect the value of such Propertythe Property or the Collateral, upon reasonable notice to IndemnitorsIndemnitor (which may be given verbally), the Indemnified Parties and any other Person designated by the Indemnified Parties, including, but not limited to, any receiver, any representative of any Governmental Authority and/or any environmental consultant, shall have the right, but not the obligation, to enter upon such the Property at all reasonable times (subject to the rights of tenantstenants which are not Affiliates of Borrower or Owner) to assess any and all aspects of the environmental condition of such the Property and its use, including, but not limited to, conducting any environmental assessment or audit (the scope of which shall be determined in the sole, but good faith sole and absolute discretion of the Indemnified Parties) and taking samples of soil, groundwater or other water, air or building materials and reasonably conducting other invasive testing, reasonably determined by all at the Indemnified Parties to be required to assess cost and expense of the conditionIndemnitor. Indemnitors The Indemnitor shall, and shall cause Owner to, cooperate with and provide, upon advance notice to each of them, provide the Indemnified Parties and any such Person designated by the Indemnified Parties with access to each the Property, subject to the rights of tenants at the Property.

Indemnified Rights/Cooperation and Access. In the event the Indemnified Parties have a reasonable basis to believe that an environmental hazard exists on any Individual Property other than conditions expressly disclosed in the Environmental Reports, that does not (a) endanger any tenants or other occupants of such Individual Property or their guests or the general public, or (b) materially and adversely affect the value of such Individual Property, the Mezzanine A Collateral or the Collateral, upon reasonable written notice from the Indemnitee, describing in reasonable detail the basis for such belief, Indemnitors shall, at Indemnitors’ sole cost and expenseexpense (or cause Mezzanine A Borrower at Mezzanine A Borrower’s cost and expense to or to cause Mortgage Borrower at Mortgage Borrower’s cost and expense to), promptly cause an engineer or consultant reasonably satisfactory to the Indemnified Parties to conduct an environmental assessment or audit of such hazard (the scope of which shall be determined in the reasonable discretion of the Indemnified Parties) and take any samples of soil, groundwater or other water, air or building materials or any other invasive testing reasonably determined by Indemnitee to be required to assess such condition and promptly deliver to Indemnitee the results of any such assessment, audit, sampling or other testing; provided, however, if such results are not delivered to Indemnitee within a reasonable period or if the Indemnified Parties have reason to believe that an environmental hazard exists on such Property Individual Property, the Mezzanine A Collateral that endangers any tenant or other occupant of such Individual Property or their guests or the general public or may materially and adversely affect the value of such PropertyIndividual Property or the Collateral, upon reasonable notice to Indemnitors, the Indemnified Parties and any other Person designated by the Indemnified Parties, including, but not limited to, any receiver, any representative of any Governmental Authority and/or any environmental consultant, shall have the right, but not the obligation, to enter upon such Individual Property at all reasonable times (subject to the rights of tenants) to assess any and all aspects of the environmental condition of such Individual Property and its use, including, but not limited to, conducting any environmental assessment or audit (the scope of which shall be determined in the sole, but good faith discretion of the Indemnified Parties) and taking samples of soil, groundwater or other water, air or building materials and reasonably conducting other invasive testing, reasonably determined by the Indemnified Parties to be required to assess the condition. Indemnitors shall cooperate with and cause Mezzanine A Borrower to and to cause the applicable Mortgage Borrower to provide, upon advance notice to each of them, the Indemnified Parties and any such Person designated by the Indemnified Parties with access to each Individual Property.. -4- Mezzanine B Environmental Indemnity Agreement

Indemnified Rights/Cooperation and Access. In the event the Indemnified Parties Administrative Agent and/or Requisite Lenders (which must include any Lender then acting as Administrative Agent) have a reasonable basis reason to believe that an environmental hazard exists on any Property a Release of Hazardous Substances, or other violation of Environmental Laws, has occurred that does not (a) not, in the sole judgment of Administrative Agent and/or Requisite Lenders, as applicable, endanger any tenants or other occupants of such the Property or their guests or the general public, public or (b) materially and adversely affect the value of such the Property, upon reasonable written notice from the IndemniteeAdministrative Agent (on its own behalf or on behalf of Requisite Lenders), describing in reasonable detail the basis for such belief, Indemnitors Indemnitor shall, at Indemnitors’ sole cost and Indemnitor’s expense, promptly cause an engineer or consultant reasonably satisfactory to the Indemnified Parties Administrative Agent to conduct an environmental assessment or audit of such hazard (the scope of which shall be determined in the reasonable discretion of the Indemnified PartiesAdministrative Agent and/or Requisite Lenders, as applicable) and take any samples of soil, groundwater or other water, air air, or building materials or any other invasive testing reasonably determined requested by Indemnitee to be required to assess such condition Administrative Agent and promptly deliver to Indemnitee the results of any such assessment, audit, sampling or other testing; provided, however, if such results are not delivered to Indemnitee Administrative Agent within a reasonable period or if the Indemnified Parties Administrative Agent and/or Requisite Lenders (which must include any Lender then acting as Administrative Agent) have reason to believe that an environmental hazard exists on such the Property that that, in the sole judgment of Administrative Agent and/or Requisite Lenders, as applicable, endangers any tenant or other occupant of such the Property or their guests or the general public or may materially and adversely affect the value of such the Property, upon reasonable notice to IndemnitorsIndemnitor, the Indemnified Parties Administrative Agent (on its own behalf or on behalf of Requisite Lenders) and any other Person designated by the Indemnified PartiesAdministrative Agent, including, including but not limited to, to any receiver, any representative of any Governmental Authority and/or a governmental entity, and any environmental consultant, shall have the right, but not the obligation, to enter upon such the Property at all reasonable times (subject to the rights of tenants) to assess any and all aspects of the environmental condition of such the Property and its use, including, including but not limited to, to conducting any environmental assessment or audit (the scope of which shall be determined in the sole, but good faith reasonable discretion of the Indemnified PartiesAdministrative Agent and/or Requisite Lenders, as applicable) and taking samples of soil, groundwater or other water, air air, or building materials materials, and reasonably conducting other invasive testing, reasonably determined by the Indemnified Parties to be required to assess the condition. Indemnitors Indemnitor shall cooperate with and provide, upon advance notice to each of them, the Indemnified Parties provide Administrative Agent and any such Person designated by the Indemnified Parties Administrative Agent with access to each the Property. Notwithstanding the foregoing, no such entry shall be made by Indemnified Parties or any designated Person to the Property so long as Indemnitor is diligently conducting appropriate environmental assessments of such Individual Property and diligently taking such other actions as are necessary to cure or mitigate any Release or other presence of Hazardous Materials, all as reasonably determined by Administrative Agent.

Indemnified Rights/Cooperation and Access. In the event the Indemnified Parties have a reasonable basis reason to believe that an environmental hazard exists on there has been a Release of Hazardous Substances on, or any Remediation is required in connection with any condition on, any Individual Property that does not not, in the reasonable discretion of the Indemnified Parties, (a) endanger any tenants or other occupants of such Individual Property or their guests or the general public, or (b) materially and adversely affect the value of such Individual Property, upon reasonable written notice from the Indemnitee, describing in reasonable detail the basis for such belief, Indemnitors shall, at Indemnitors’ ' sole cost and expense, promptly cause an engineer or consultant reasonably satisfactory to the Indemnified Parties to conduct an any appropriate environmental assessment or audit of such hazard (the scope of which shall be determined in the reasonable sole and absolute discretion of the Indemnified Parties) and take any appropriate samples of soil, groundwater or other water, air or building materials or any other invasive testing reasonably determined requested by Indemnitee to be required to assess such condition and promptly deliver to Indemnitee the results of any such assessment, audit, sampling or other testing; providedPROVIDED, howeverHOWEVER, if such results are not delivered to 303 Indemnitee within a reasonable period or if the Indemnified Parties have reason to believe that an environmental hazard exists on there has been a Release of Hazardous Substances on, or any Remediation is required in connection with any condition on, such Individual Property that that, in the sole judgment of the Indemnified Parties, endangers any tenant or other occupant of such Individual Property or their guests or the general public or may materially and adversely affect the value of such Individual Property, upon reasonable notice to IndemnitorsIndemnitors (which may be given verbally), the Indemnified Parties and any other Person designated by the Indemnified Parties, including, but not limited to, any receiver, any representative of any Governmental Authority and/or any environmental consultant, shall have the right, but not the obligation, to enter upon such Individual Property at all reasonable times (subject to upon reasonable prior notice, except in an emergency as determined in the rights of tenants) to Indemnified Parties' sole discretion, assess any and all aspects of the environmental condition of such Individual Property and its use, including, but not limited to, conducting any environmental assessment or audit (the scope of which shall be determined in the sole, but good faith sole and absolute discretion of the Indemnified Parties) and taking samples of soil, groundwater or other water, air or building materials and reasonably conducting other invasive testing, reasonably determined by the Indemnified Parties to be required to assess the condition. Indemnitors shall cooperate with and provide, upon advance notice to each of them, provide the Indemnified Parties and any such Person designated by the Indemnified Parties with access to each such Individual Property.

Indemnified Rights/Cooperation and Access. In the event the Indemnified Parties have a reasonable basis to reasonably believe that there has been or may be a Release, a material violation of the Environmental Laws or an environmental hazard exists on at any Property that does not (a) endanger that, in the sole, but reasonable, discretion of the Indemnified Parties, endangers any tenants or other occupants of such Property or their guests or the general public, public or (b) materially and adversely affect the value of such Property, upon reasonable written notice from the Indemnitee, describing in reasonable detail the basis for such belief, Indemnitors Indemnitor shall, at Indemnitors’ Indemnitor’s sole cost and expense, promptly cause an engineer or consultant reasonably satisfactory to the Indemnified Parties to conduct an environmental assessment or audit of such hazard (the scope of which shall be determined in the reasonable sole, but reasonable, discretion of the Indemnified Parties) and take any samples of soil, groundwater or other water, air air, or building materials or any other invasive testing reasonably determined requested by Indemnitee to be required to assess such condition and promptly deliver to Indemnitee the results of any such assessment, audit, sampling or other testing; provided, however, if such results are not delivered to Indemnitee the Indemnified Parties within a reasonable period or if the Indemnified Parties have reason to believe that an environmental hazard exists on such Property that endangers any tenant or other occupant of such Property or their guests or the general public or may materially and adversely affect the value of such Propertyperiod, upon reasonable notice to IndemnitorsBorrower, the Indemnified Parties and any other Person designated by the Indemnified Parties, including, but not limited to, any receiver, any representative of any Governmental Authority and/or a governmental entity, and any environmental consultant, shall have the right, but not the obligation, to enter upon such Property at all reasonable times (subject to the rights of tenants) to assess any and all aspects of the environmental condition of such Property and its use, including, including but not limited to, conducting any environmental assessment or audit (the scope of which shall be determined in the sole, but good faith reasonable, discretion of the Indemnified Parties) and taking samples of soil, groundwater or other water, air air, or building materials materials, and reasonably conducting other invasive testing, reasonably determined by the Indemnified Parties to be required to assess the condition. Indemnitors Indemnitor shall cooperate with and provide, upon advance notice or cause to each of thembe provided, the Indemnified Parties and any such Person designated by the Indemnified Parties with reasonable access to each the applicable Property. In performing any such assessment or audit, Indemnified Parties shall use commercially reasonable efforts to minimize interference with the use and operation of such Property by Borrower or any tenants thereof and to avoid exacerbating the applicable Release, violation of Environmental Laws or environmental hazard.

Indemnified Rights/Cooperation and Access. In the event the Indemnified Parties have a reasonable basis reason to believe that an environmental hazard exists on any the Property that does not (a) not, in the sole discretion of the Indemnified Parties, endanger any tenants or other occupants of such the Property or their guests or the general public, public or (b) materially and adversely affect affects the value of such the Property, upon reasonable written notice from the Indemnitee, describing in reasonable detail the basis for such belief, Indemnitors Indemnitor shall, at Indemnitors’ sole cost and Indemnitor’s expense, promptly cause an engineer or consultant reasonably satisfactory to the Indemnified Parties to conduct an any environmental assessment or audit of such hazard (the scope of which shall be determined in the reasonable sole and absolute discretion of the Indemnified Parties) and take any samples of soil, groundwater or other water, air air, or building materials or any other invasive testing reasonably determined requested by Indemnitee to be required to assess such condition and promptly deliver to Indemnitee the results of any such assessment, audit, sampling or other testing; provided, however, if such results are not delivered to Indemnitee the Indemnified Parties within a reasonable period or if the Indemnified Parties have reason to believe that an environmental hazard exists on such the Property that that, in the sole judgment of the Indemnified Parties, endangers any tenant or other occupant of such the Property or their guests or the general public or may materially and adversely affect the value of such the Property, upon reasonable notice to IndemnitorsIndemnitor, the Indemnified Parties and any other Person designated by the Indemnified Parties, including, including but not limited to, to any receiver, any representative of any Governmental Authority and/or a governmental entity, and any environmental consultant, shall have the right, but not the obligation, to enter upon such the Property at all reasonable times (subject to the rights of tenants) to assess any and all aspects of the environmental condition of such the Property and its use, including, including but not limited to, to conducting any environmental assessment or audit (the scope of which shall be determined in the sole, but good faith sole and absolute discretion of the Indemnified Parties) and taking samples of soil, groundwater or other water, air air, or building materials materials, and reasonably conducting other invasive testing, reasonably determined by the Indemnified Parties to be required to assess the condition. Indemnitors Indemnitor shall cooperate with and provide, upon advance notice to each of them, provide the Indemnified Parties and any such Person designated by the Indemnified Parties with access to each the Property.

Indemnified Rights/Cooperation and Access. In the event the Indemnified Parties have that Indemnitee has a reasonable basis to believe that an environmental hazard a violation of Environmental Law has occurred or that a Release exists on any the Property that that, in the sole judgment of Indemnitee, does not (a) either endanger any tenants or other occupants of such the Property or their guests or the general public, or (b) materially and adversely affect the value of such the Property, upon reasonable written notice from the Indemniteeto Indemnitor, describing in reasonable detail the basis for such belief, Indemnitors Indemnitor shall, at Indemnitors’ sole cost and Indemnitor’s expense, promptly cause an engineer or consultant reasonably satisfactory to the Indemnified Parties Indemnitee to conduct an environmental assessment or audit of such hazard (the scope of which shall be determined in the reasonable sole and absolute discretion of the Indemnified PartiesIndemnitee) and take any samples of soil, groundwater or other water, air air, or building materials or any other invasive testing reasonably determined requested by Indemnitee Indemnitee, cause such engineer or consultant to be required to assess such condition and promptly deliver to Indemnitee the results of any such assessment, audit, sampling or other testing; provided, however, if such results are not delivered to Indemnitee within a reasonable period or if the Indemnified Parties have reason Indemnitee has a reasonable basis to believe that an environmental hazard a violation of Environmental Law has occurred or that a Release exists on such the Property that that, in the sole judgment of Ixxxxxxxxx, endangers any tenant or other occupant of such the Property or their guests or the general public or may materially and adversely affect the value of such the Property, upon reasonable notice to IndemnitorsBorrower, the Indemnified Parties Indemnitee and any other Person designated by the Indemnified Parties, Indemnitee (including, but not limited to, any receiver, any representative of any a Governmental Authority and/or and any environmental consultant, ) shall have the right, but not the obligation, to enter upon such the Property at all reasonable times (subject to the rights of tenants, if any) to assess any and all aspects of the environmental condition of such the Property and its use, including, including but not limited to, conducting any environmental assessment or audit (the scope of which shall be determined in the sole, but good faith sole and absolute discretion of the Indemnified PartiesIndemnitee) and taking samples of soil, groundwater or other water, air air, or building materials materials, and reasonably conducting other invasive testing, reasonably determined by all at the Indemnified Parties to be required to assess the conditionsole cost and expense of Indemnitor. Indemnitors Indemnitor shall cooperate with and provide, upon advance notice to each of them, the Indemnified Parties provide Indemnitee and any such Person Persons designated by the Indemnified Parties Indemnitee with access to each the Property.

Indemnified Rights/Cooperation and Access. In the event the Indemnified Parties have a reasonable basis to believe that an environmental hazard any Hazardous Substance exists on any the Property that does not (a) not, in the reasonable discretion of the Indemnified Parties, endanger any tenants or other occupants of such the Property or their guests or the general public, public or (b) materially and adversely affect affects the value of such the Property, upon reasonable written notice from the Indemnitee, describing in reasonable detail the basis for such belief, Indemnitors Indemnitor shall, at Indemnitors’ sole cost and Indemnitor's expense, promptly cause an engineer or consultant reasonably satisfactory to the Indemnified Parties to conduct an any environmental assessment or audit audit, subject to the rights of such hazard Tenants under Leases at the Property (the scope of which shall be determined in the reasonable discretion of reasonably satisfactory to the Indemnified Parties) and take any samples of soil, groundwater or other water, air air, or building materials or any other invasive testing reasonably determined requested by Indemnitee to be required to assess such condition and promptly deliver to Indemnitee the results of any such assessment, audit, sampling or other testing; provided, however, if such results are not delivered to Indemnitee the Indemnified Parties within a reasonable period or if the Indemnified Parties have reason a reasonable basis to believe that an environmental hazard any Hazardous Substance exists on such the Property that that, in the reasonable judgment of the Indemnified Parties, endangers any tenant or other occupant of such the Property or their guests or the general public or may materially and adversely affect the value of such the Property, upon reasonable notice to IndemnitorsIndemnitor of not less than three (3) Business Days, the Indemnified Parties and any other Person designated by the Indemnified Parties, including, including but not limited to, to any receiver, any representative of any Governmental Authority and/or a governmental entity, and any environmental consultant, shall have the right, subject to the rights of Tenants under Leases at the Property, but not the obligation, to enter upon such the Property at all reasonable times (subject to the rights of tenants) to assess any and all aspects of the environmental condition of such the Property and its use, including, including but not limited to, to conducting any environmental assessment or audit (the scope of which shall be determined in the sole, but good faith reasonable discretion of the Indemnified Parties) and taking samples of soil, groundwater or other water, air air, or building materials materials, and reasonably conducting other invasive testing, testing using a nationally recognized environmental consultant reasonably determined by the Indemnified Parties acceptable to be required to assess the conditionIndemnitor. Indemnitors Indemnitor shall cooperate with and provide, upon advance notice to each of them, provide the Indemnified Parties and any such Person designated by the Indemnified Parties with access to each the Property.

Indemnified Rights/Cooperation and Access. In the event that the Indemnified Parties ----------------------------------------- Administrative Agent has reasonably believes that there is a violation of Environmental Law at any of the Properties that will have a reasonable basis to believe that an environmental hazard exists on any Property that does not (a) Material Adverse Effect or endanger any tenants or other occupants of such Property or their guests or the general public, or (b) materially and adversely affect the value of such Property, upon reasonable written notice from the Indemnitee, describing in reasonable detail the basis for such beliefAdministrative Agent, Indemnitors shall, at Indemnitors’ sole cost and expense, shall promptly cause an engineer or consultant reasonably satisfactory to the Indemnified Parties Administrative Agent to conduct an any environmental assessment or audit to assess any and all aspects of the condition giving rise to such hazard belief (the scope of which shall be determined in the sole and reasonable discretion of the Indemnified PartiesAdministrative Agent) and take any samples of soil, groundwater or other water, air air, or building materials or any other invasive testing reasonably determined requested by Indemnitee to be required to assess such condition Administrative Agent and promptly deliver to Indemnitee the results of any such assessment, audit, sampling or other testingtesting to Administrative Agent; provided, however, that, if such results are not delivered -------- ------- to Indemnitee Administrative Agent within a reasonable period or if the Indemnified Parties have reason to believe that an environmental hazard exists on such Property that endangers any tenant or other occupant of such Property or their guests or the general public or may materially and adversely affect the value of such Propertyperiod, upon reasonable notice to Indemnitors, the Indemnified Parties Administrative Agent and any other Person designated by the Indemnified PartiesAdministrative Agent, including, including but not limited to, to any receiver, any representative of any a Governmental Authority and/or Authority, and any environmental consultant, consultant shall have the right, but not the obligation, to enter upon such Property any of the Properties at all reasonable times (subject to the rights of tenants) to assess any and all aspects of the environmental condition of such Property and its usethe applicable Property, including, including but not limited to, to by conducting any environmental assessment or audit (the scope of which shall be determined in the sole, but good faith reasonable discretion of the Indemnified PartiesAdministrative Agent) and taking samples of soil, groundwater or other water, air air, or building materials materials, and reasonably conducting other invasive testing, reasonably determined by . Each of the Indemnified Parties to be required to assess the condition. Indemnitors shall cooperate with and provide, upon advance notice to each of them, the Indemnified Parties Administrative Agent and any such Person designated by the Indemnified Parties Administrative Agent with such access to each such Property.

Indemnified Rights/Cooperation and Access. In the event the Indemnified Parties have a reasonable basis reason to believe that an environmental hazard exists on any the Property that does not not, in the sole discretion of the Indemnified Parties, (ai) endanger any tenants or other occupants of such the Property or their guests or the general public, public or (bii) materially and adversely affect the value of such the Property, upon reasonable written notice from the Indemnitee, describing in reasonable detail the basis for such belief, Indemnitors shall, at Indemnitors’ sole cost and expense, subject to the rights of Tenants under Leases, promptly cause an engineer or consultant reasonably satisfactory to the Indemnified Parties to conduct an environmental assessment or audit of such hazard (the scope of which shall be determined in the reasonable sole and absolute discretion of the Indemnified Parties) and take any samples of soil, groundwater or other water, air air, or building materials or any other invasive testing reasonably determined requested by Indemnitee to be required to assess such condition and promptly deliver to Indemnitee the results of any such assessment, audit, sampling or other testing; provided, however, if such results are not delivered to the Indemnitee within a reasonable period or if the Indemnified Parties have reason to believe that an environmental hazard exists on such the Property that that, in the sole judgment of the Indemnified Parties, endangers any tenant Tenant or other occupant of such the Property or their guests or the general public or may be reasonably expected to materially and adversely affect the value of such the Property, upon reasonable notice to IndemnitorsBorrower, the Indemnified Parties and any other Person designated by the Indemnified Parties, including, but not limited to, any receiver, any representative of any a Governmental Authority Authority, and/or any environmental consultant, shall have the right, but not the obligation, to enter upon such the Property at all reasonable times (subject to the rights of tenants) to assess any and all aspects of the environmental condition of such the Property and its use, including, but not limited to, conducting any environmental assessment or audit (the scope of which shall be determined in the sole, but good faith sole and absolute discretion of the Indemnified Parties) and taking samples of soil, groundwater or other water, air air, or building materials materials, and reasonably conducting other invasive testing, reasonably determined by the Indemnified Parties to be required to assess the condition. Indemnitors shall cooperate with and provide, upon advance notice to each of them, provide the Indemnified Parties and any such Person designated by the Indemnified Parties with access to each the Property, subject to the rights of Tenants under Leases.

Indemnified Rights/Cooperation and Access. In the event the Indemnified Parties have a reasonable basis reason to believe that an environmental hazard exists on any Property the Properties that does not (a) not, in the sole discretion of the Indemnified Parties, endanger any tenants or other occupants of such Property the Properties or their guests or the general public, public or (b) materially and adversely affect the value of such Propertythe Properties, upon reasonable written notice from the Indemnitee, describing in reasonable detail the basis for such belief, Indemnitors Indemnitor shall, at Indemnitors’ sole cost and Indemnitor's expense, promptly cause an engineer or consultant reasonably satisfactory to the Indemnified Parties to conduct an environmental assessment or audit of such hazard (the scope of which shall be determined in the reasonable sole and absolute discretion of the Indemnified Parties) and take any samples of soil, groundwater or other water, air air, or building materials or any other invasive testing reasonably determined requested by Indemnitee to be required to assess such condition and promptly deliver to Indemnitee the results of any such assessment, audit, sampling or other testing; provided, however, if such results are not delivered to Indemnitee the Indemnified Parties within a reasonable period or if the Indemnified Parties have reason to believe that an environmental hazard exists on such Property that the Properties that, in the sole judgment of the Indemnified Parties, endangers any tenant or other occupant of such Property the Properties or their guests or the general public or may materially and adversely affect the value of such Propertythe Properties, upon reasonable notice to IndemnitorsBorrower, the Indemnified Parties and any other Person designated by the Indemnified Parties, including, but not limited to, any receiver, any representative of any Governmental Authority and/or a governmental entity, and any environmental consultant, shall have the right, but not the obligation, to enter upon such Property the Properties at all reasonable times (subject to the rights of tenants) to assess any and all aspects of the environmental condition of such Property the Properties and its use, including, including but not limited to, conducting any environmental assessment or audit (the scope of which shall be determined in the sole, but good faith sole and absolute discretion of the Indemnified Parties) and taking samples of soil, groundwater or other water, air air, or building materials materials, and reasonably conducting other invasive testing, reasonably determined by the Indemnified Parties to be required to assess the condition. Indemnitors Indemnitor shall cooperate with and provide, upon advance notice to each of them, provide the Indemnified Parties and any such Person designated by the Indemnified Parties with access to each Propertythe Properties.

Indemnified Rights/Cooperation and Access. In the event the Indemnified Parties have a reasonable basis good faith reason to believe based on credible evidence or information that an environmental hazard exists on any the Property that does not (a) not, in the sole discretion of the Indemnified Parties, endanger any tenants or other occupants of such the Property or their guests or the general public, public or (b) materially and adversely affect affects the value of such the Property, upon reasonable written notice from the Indemnitee, describing in reasonable detail the basis for such belief, Indemnitors Indemnitor shall, at Indemnitors’ Indemnitor’s sole cost and expense, promptly cause an engineer or consultant reasonably satisfactory to the Indemnified Parties to conduct an any environmental assessment or audit of such hazard (the scope of which shall be determined in the reasonable sole and absolute discretion of the Indemnified Parties) and take any samples of soil, groundwater or other water, air air, or building materials or any other invasive testing reasonably determined requested by Indemnitee to be required to assess such condition and promptly deliver to Indemnitee the results of any such assessment, audit, sampling or other testingtesting (and Indemnitee and the other Indemnified Parties shall be entitled to rely on such reports and other results thereof); provided, however, if such results are not delivered to Indemnitee the Indemnified Parties within a reasonable period or if the Indemnified Parties have reason to believe that an environmental hazard exists on such the Property that that, in the sole judgment of the Indemnified Parties, endangers any tenant or other occupant of such the Property or their guests or the general public or may materially and adversely affect the value of such the Property, upon reasonable notice to IndemnitorsIndemnitor, the Indemnified Parties and any other Person designated by the Indemnified Parties, including, including but not limited to, to any receiver, any representative of any Governmental Authority and/or a governmental entity, and any environmental consultant, shall have the right, but not the obligation, to enter upon such the Property at all reasonable times (subject to the rights of tenants) to assess any and all aspects of the environmental condition of such the Property and its use, including, including but not limited to, to conducting any environmental assessment or audit (the scope of which shall be determined in the sole, but good faith sole and absolute discretion of the Indemnified Parties) and taking samples of soil, groundwater or other water, air air, or building materials materials, and reasonably conducting other invasive testing, reasonably determined by the Indemnified Parties to be required to assess the condition. Indemnitors Indemnitor shall cooperate with and provide, upon advance notice to each of them, provide the Indemnified Parties and any such Person designated by the Indemnified Parties with access to each the Property.

Indemnified Rights/Cooperation and Access. In the event the Indemnified Parties have a reasonable basis to reasonably believe that an environmental hazard exists on any the Property that does not (a) not, in the sole discretion of the Indemnified Parties, endanger any tenants or other occupants of such the Property or their guests or the general public, public or (b) materially and adversely affect affects the value of such the Property, upon reasonable written notice from the Indemnitee, describing in reasonable detail the basis for such belief, Indemnitors Indemnitor shall, at Indemnitors’ sole cost and Indemnitor's expense, promptly cause an engineer or consultant reasonably satisfactory to the Indemnified Parties to conduct an any environmental assessment or audit of such hazard (the scope of which shall be determined in the reasonable sole and absolute discretion of the Indemnified Parties) and take any samples of soil, groundwater or other water, air air, or building materials or any other invasive testing reasonably determined requested by Indemnitee to be required to assess such condition and promptly deliver to Indemnitee the results of any such assessment, audit, sampling or other testing; provided, however, if such results are not delivered to Indemnitee the Indemnified Parties within a reasonable period or if the Indemnified Parties have reason to believe that an environmental hazard exists on such the Property that that, in the sole judgment of the Indemnified Parties, endangers any tenant or other occupant of such the Property or their guests or the general public or may materially and adversely affect the value of such the Property, upon reasonable notice to IndemnitorsIndemnitor, the Indemnified Parties and any other Person designated by the Indemnified Parties, including, including but not limited to, to any receiver, any representative of any Governmental Authority and/or a governmental entity, and any environmental consultant, shall have the right, but not the obligation, to enter upon such the Property at all reasonable times (subject to the rights of tenants) to assess any and all aspects of the environmental condition of such the Property and its use, including, including but not limited to, to conducting any environmental assessment or audit (the scope of which shall be determined in the sole, but good faith sole and absolute discretion of the Indemnified Parties) and taking samples of soil, groundwater or other water, air air, or building materials materials, and reasonably conducting other invasive testing, reasonably determined by the Indemnified Parties to be required to assess the condition. Indemnitors Indemnitor shall cooperate with and provide, upon advance notice to each of them, provide the Indemnified Parties and any such Person designated by the Indemnified Parties with access to each the Property.

Indemnified Rights/Cooperation and Access. In the event the Indemnified Parties have a reasonable basis reason to believe that an environmental hazard exists on any the Property that does not (a) not, in the reasonable discretion of the Indemnified Parties, endanger any tenants Tenants or other occupants of such the Property or their guests or the general public, or (b) materially and adversely affect the value of such Property, upon reasonable written notice from the IndemniteeAgent, describing in reasonable detail the basis for such belief, Indemnitors Indemnitor shall, at Indemnitors’ sole cost and Indemnitor’s expense, promptly cause an engineer or consultant reasonably satisfactory to the Indemnified Parties Agent to conduct an any environmental assessment or audit of such hazard (the scope of which shall be determined in the reasonable sole and absolute discretion of the Indemnified PartiesAgent) and take any samples of soil, groundwater or other water, air air, or building materials or any other invasive testing reasonably determined requested by Indemnitee to be required to assess such condition Agent and promptly deliver to Indemnitee the results of any such assessment, audit, sampling or other testing; provided, however, if such results are not delivered to Indemnitee Agent within a reasonable period or if the Indemnified Parties have Agent has a good faith reason to believe that an environmental hazard exists on such the Property that that, in the reasonable judgment of Agent, endangers any tenant Tenant or other occupant of such the Property or their guests or the general public or may materially and adversely affect the value of such Propertypublic, upon reasonable notice to IndemnitorsIndemnitor, the Indemnified Parties Agent and any other Person designated by the Indemnified PartiesAgent, including, but not limited to, any receiver, any representative of any a Governmental Authority and/or , and any environmental consultant, shall have the right, but not the obligation, to enter upon such the Property at all reasonable times (subject to the rights of tenantsany tenant or other occupant of the Property) at all reasonable times to assess any and all aspects of the environmental condition of such the Property and its use, including, but not limited to, conducting any environmental assessment or audit (the scope of which shall be determined in the sole, but good faith reasonable and absolute discretion of the Indemnified PartiesAgent) and taking samples of soil, groundwater or other water, air air, or building materials materials, and reasonably conducting other invasive testing, . Indemnitor shall reasonably determined by the Indemnified Parties to be required to assess the condition. Indemnitors shall cooperate with and provide, upon advance notice to each of them, the Indemnified Parties provide Agent and any such Person designated by the Indemnified Parties Agent with access to each the Property for such purposes, subject to the rights of any tenant or other occupant of the Property.