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<br />200804918
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<br />It shall constitute an Event of Default hereunder and Mortgagee shall be entitled to
<br />exercise all remedies available to it hereunder if: (a) any of Mortgagor's representations
<br />contained in Section 9.2 hereof prove to be false, inaccurate or misleading; (b) Mortgagor shall
<br />fail to comply with the covenants contained in Section 9.3 hereof; (c) any Hazardous Materials
<br />or Wastes are hereafter found to exist on the Premises or in its soil or groundwater other than as
<br />disclosed in the Phase I environmental reports delivered by Mortgagor to Mortgagee; or (d) any
<br />summons, citation, directive, letter or other communication, written or oral, shall be issued by
<br />any local, state or federal governmental agency concerning the matters described in Section
<br />9.2(e)(i) and (ii) above. Mortgagor hereby grants Mortgagee and its employees and agents an
<br />irrevocable and nonexclusive license to enter the Premises, subject to rights of tenants, in order
<br />to inspect, conduct testing and remove Hazardous Materials or Wastes. All costs of such
<br />inspection, testing and removal shall immediately become due and payable to Mortgagee, shall
<br />be secured by this Deed of Trust and shall constitute additional Indebtedness.
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<br />9.5 Indemnification.
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<br />Mortgagor hereby agrees to defend, indemnify and hold Mortgagee, its directors, officers,
<br />employees, agents, contractors, subcontractors, licensees, invitees, successors and assigns
<br />("Indemnified Parties") harmless from and against any and all claims, losses, damages,
<br />liabilities, judgments, costs and expenses (including, without limitation, attorneys' fees and costs
<br />incurred in the investigation, defense and settlement of claims or remediation of contamination)
<br />incurred by the Indemnified Parties as a result of or in connection with the presence or removal
<br />of Hazardous Materials or Wastes or as a result of or in connection with activities prohibited
<br />under this Article. Mortgagor shall bear, pay and discharge, as and when the same become due
<br />and payable, any and all such judgments or claims for damages, penalties or otherwise, against
<br />the Indemnified Parties, shall hold the Indemnified Parties harmless against all claims, losses,
<br />damages, liabilities, costs and expenses, and shall assume the burden and expense of defending
<br />all suits, administrative proceedings, and negotiations of any description with any and all
<br />persons, political subdivisions or government agencies arising out of any of the occurrences set
<br />forth in this Article. This indemnification shall remain in full force and effect and shall survive
<br />the repayment of the Indebtedness and the satisfaction of the documents securing the same, as
<br />well as the exercise of any remedy by Mortgagee hereunder or under the other Loan Documents,
<br />including a foreclosure of this Deed of Trust or the acceptance of a deed in lieu of foreclosure.
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<br />9.6 Loss of Value.
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<br />Mortgagor hereby assures Mortgagee that Mortgagee will not suffer loss due to
<br />diminution of value of the Premises, whether during the term hereof or thereafter, due to
<br />Hazardous Material or Wastes upon the Premises, except for those Mortgagor proves were
<br />introduced on the Premises after title has passed to Mortgagee by foreclosure or otherwise and
<br />will, upon demand, reimburse Mortgagee for any such loss of value.
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<br />10. MISCELLANEOUS
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<br />10.1 Release of Deed of Trust.
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<br />Ooc# 2675364\2
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