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<br />611675v1EL185-30
<br />the Borrower is responsible therefor, and whether or not it was placed, located, deposited or
<br />released by the Borrower, or (b) any violation of any Environmental Regulation, or both (a) and
<br />(b). Borrower agrees that the Indemnified Parties shall have no responsibility for, and Borrower
<br />hereby releases the Indemnified Parties from responsibility for, damage or injury to human
<br />health, property, the environment or natural resources caused by Hazardous Substances and for
<br />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 shall survive 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 which Borrower proves by a
<br />preponderance of the evidence was caused solely by or resulted solely from any act or omission
<br />of any person, other than the Borrower or an agent, employee, invitee, guarantor, or contractor of
<br />the Borrower, which occurred after Lender or anyone claiming by, through or under Lender
<br />acquired title to the Property by foreclosure of Mortgage or deed in lieu of foreclosure or
<br />otherwise and control of the Property. Any amounts covered by the foregoing indemnification
<br />shall bear interest from the date incurred at the rate set forth in the promissory note evidencing
<br />the Loan, and shall be payable on demand. Borrower agrees that its obligations under this
<br />Agreement are separate from, independent of, and in addition to its obligations, if any, under the
<br />Mortgage and other documents which secure the Loan.
<br />5. Liability. The liability of Borrower under this Agreement shall not be subject to
<br />any limitations on liability set forth in the Mortgage or any other document evidencing or
<br />securing the Loan. Without limitation, the obligations and liability of Borrower under this
<br />Agreement shall in no way be waived, released, discharged, reduced, mitigated or otherwise
<br />affected by Lender’s making of the Loan with knowledge of the matters described in documents
<br />identified on Exhibit A attached hereto, or of the presence of any Hazardous Substance on, in,
<br />about or under the Property or any property adjoining or in the vicinity of the Property, or of any
<br />violation of any Environmental Regulation or any condition or state of facts or circumstances
<br />which with notice or lapse of time or both might ripen into such a violation, or by any neglect,
<br />delay or forbearance of Lender in demanding, requiring or enforcing payment or performance of
<br />the obligations and liability of Borrower hereunder, or by the receivership, bankruptcy,
<br />insolvency or dissolution of Borrower or any affiliate thereof. No action or proceeding brought
<br />or instituted under this Agreement, and no recovery made as a result thereof, shall be a bar or a
<br />defense to any further action or proceeding under any other agreement. Borrower shall
<br />reimburse Lender and the other Indemnified Parties for all attorneys’ fees and expenses incurred
<br />in connection with the enforcement of the Indemnified Parties’ rights under this Agreement,
<br />including those incurred in any case, action, proceeding or claim under the Federal Bankruptcy
<br />Code or any successor statute.
<br />6. Notices. Any notice or other communication to any party in connection with this
<br />Agreement shall be in writing and shall be sent in accordance with the provisions of the Loan
<br />Agreement.
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