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<br />200605846
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<br />necessary or appropriate to comply with any Environmental Law; any action necessary or
<br />appropriate to obtain or comply with permits needed for operations in connection with
<br />the Real Property including, but not limited to: any investigation, monitoring, assessment,
<br />testing, sampling, laboratory or other analysis, or evaluation, relating to any such
<br />response, remedial, removal, corrective or other cleanup action or relating to any Release
<br />or threatened Release of any Contaminant; other actions ordered or otherwise required
<br />pursuant to any other provision of any other Environmental Law; any other response,
<br />remedial or removal action for which liability may be imposed pursuant to CERCLA S
<br />107(a) (42 USC S 9607(a)) whether such liability is to a Governmental Authority or a
<br />private party.
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<br />b. Environmental Indemnity. Borrower agrees to defend, indemnify, protect,
<br />release and hold harmless Lender (whether as Beneficiary, Mortgagee in Possession, as a
<br />successor in interest to Borrower by virtue of foreclosure of this Instrument or otherwise, as
<br />owner or operator of the Real Property or in any other capacity), its affiliates, subsidiaries, parties
<br />to whom Lender sells loan participations (if applicable), the successors and assigns of each and its
<br />and their directors, officers, employees and agents (collectively, the "Lender Parties" or
<br />singularly a "Lender Party") from and against any and all claims, suits, liabilities, actions,
<br />proceedings, obligations, debts, damages, losses, costs, expenses, diminutions in value, liabilities
<br />(including strict liabilities), fines, penalties, charges, fees, attorneys' fees and costs, engineers'
<br />fees, environmental consultants' fees and investigation costs, costs of Remediation (whether or
<br />not performed voluntarily) and any other expenses (including expenses incurred in enforcing this
<br />indemnity), judgments, awards, amounts paid in settlement, punitive damages and foreseeable
<br />and unforeseeable consequential damages (collectively, "Losses") incurred by or threatened
<br />against Lender or a Lender Party arising directly or indirectly from:
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<br />(1) The past, present or future violations of any Environmental Law in
<br />connection with the Real Property or operations thereon, including but not limited to any
<br />failure by Borrower or any tenant or other users of the Real Property to comply with any
<br />Enforcement Action or any Environmental Law;
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<br />(2) Any actions necessary or appropriate to comply with any Environmental
<br />Law applicable to the Real Property;
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<br />(3) The presence of any Contaminant in, on or under the Real Property
<br />including, but not limited to the use, treatment, storage, disposal, transportation, transfer,
<br />generation, processing, production, refining, control, management or handling of
<br />Contaminants in any way connected with the Real Property;
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<br />(4) The past, present or threatened Release of any Contaminants in, on,
<br />under or from the Real Property, or migrating to the Real Property including, but not
<br />limited to, costs of Remediation of Contamination on properties to which such
<br />Contaminants may have migrated;
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<br />(5) Any Remediation or Enforcement Action in any way connected with the
<br />Real Property;
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<br />(6) Any breach of the Borrower's covenants or any breach or
<br />misrepresentation of Borrower's representations and warranties in this Instrument or any
<br />other Loan Documents;
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