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invitees, and the respective heirs, legal representatives, successors and assigns of all such persons
<br />and parties (hereinafter collectively referred to as “Indemnified Parties”) against, shall hold the
<br />Indemnified Parties harmless from, and shall reimburse the Indemnified Parties for, any and all
<br />loss, damage, liability, cost and expense directly or indirectly incurred by the Indemnified
<br />Parties, including reasonable attorneys’ and consultants’ fees, resulting from: (a)the presence or
<br />discovery of any Hazardous Substance in, upon, under or over, or emanating from, the Property,
<br />whether or not the Borroweror Entity Guarantoris responsible therefor, and whether or not it
<br />was placed, located, deposited or released by the Borroweror Entity Guarantor,or(b)any
<br />violation of any Environmental Regulation, or both (a) and (b).Borrowerand Entity Guarantor
<br />agreethat the Indemnified Parties shall have no responsibility for, and Borrowerand Entity
<br />Guarantor hereby releasethe Indemnified Parties from responsibility for, damage or injury to
<br />human health, property, the environment or natural resources caused by Hazardous Substances
<br />and for abatement, clean-up, detoxification, removal or disposal of, or otherwise with respect to,
<br />Hazardous Substances. The indemnity contained in this paragraph 4 shall be deemed continuing
<br />for the benefit of the Indemnified Parties, including any purchaser at a foreclosure or other sale
<br />under Mortgage, any transferee of the title from Lender, and any subsequent owner of the
<br />Property, and shallsurvive the satisfaction or release of the Mortgage, any foreclosure of or other
<br />sale under the Mortgage and/or any acquisition of title to the Property or any part thereof by
<br />Lender, or anyone claiming by, through or under Lender, by deed in lieu of foreclosure or
<br />otherwise, and also shall survive the repayment or any other satisfaction of the Loan.
<br />Notwithstanding the foregoing, the indemnity contained in this paragraph 4 shall not apply with
<br />respect to any loss, damage, liability, cost or expense whichBorrower and Entity Guarantor
<br />proveby a preponderance of the evidence was caused solely by or resulted solely from any act or
<br />omission of any person, other than the Borrowerand Entity Guarantoror an agent, employee,
<br />invitee, guarantor, or contractor ofthe Borroweror the Entity Guarantor, which occurred after
<br />Lender or anyone claiming by, through or under Lender acquired title to the Property by
<br />foreclosure of Mortgage or deed in lieu of foreclosure or otherwise and control of the Property.
<br />Any amounts covered by the foregoing indemnification shall bear interest from the date incurred
<br />at the rate set forth in the promissory note evidencing the Loan, and shall be payable on demand.
<br />Borrower and Entity Guarantoragreethat their obligations under this Agreement are separate
<br />from, independent of, and in addition to theirobligations, if any, under the Mortgage and other
<br />documents which secure the Loan.
<br />5.Liability.The liability of Borrowerand Entity Guarantorunder this Agreement
<br />shall not be subject to any limitations on liability set forth any document evidencing or securing
<br />the Loan. Without limitation, the obligations and liability of Borrowerand Entity Guarantor
<br />under this Agreement shall in no way be waived, released, discharged, reduced, mitigated or
<br />otherwise affected by Lender’s making of the Loan with knowledge of the matters described in
<br />documents identified on ExhibitAattached hereto, or of the presence of any Hazardous
<br />Substance on, in, about or under the Property or any property adjoining or in the vicinity of the
<br />Property, or of any violation of any Environmental Regulation or any condition or state of facts
<br />or circumstances which with notice or lapse of time or both might ripen into such a violation, or
<br />by any neglect, delay or forbearance of Lender in demanding, requiring or enforcing payment or
<br />performance of the obligations and liability of Borrowerand Entity Guarantorhereunder, or by
<br />the receivership, bankruptcy, insolvency or dissolution of Borrower, the Entity Guarantor, or any
<br />affiliate thereof. No action or proceeding brought or instituted under this Agreement, and no
<br />recovery made as a result thereof, shall be a bar or a defense to any further action or proceeding
<br />5
<br />487523v1 JSB EL185-45
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