ENVIRONMENTAL INDEMNITY AGREEMENT

violation of the Hazardous Material Laws or the presence of any Hazardous Materials on the Property has been received by the Borrower from Lender within five years after such foreclosure or transfer (the "Cut-off Date"); provided that, if prior to the Cut-off Date, Lender has notified Indemnitors of any claim or demand which Lender has determined is or could become the subject of indemnification of Lender under the Agreement, then, to the maximum extent permitted by law, the Indemnities under this Agreement shall survive the Cut-off Date only as to such claim or demand of which Indemnitors have been so notified.  Notwithstanding the above, the further liability of Indemnitors under this Agreement shall be limited to those Indemnities occurring during or prior to the Borrower's ownership of the Property and shall not be construed to impose liability on the Indemnitors for damages occurring after the date of foreclosure or sale or such earlier date if the Lender becomes a mortgagee in possession.

5.

.  Indemnitors shall promptly after obtaining knowledge thereof advise Lender in writing of (a) any governmental or regulatory actions instituted or threatened in writing under any Hazardous Material Law affecting the Property or any Indemnitor hereunder including, without limitation, any notice of inspection, abatement or noncompliance, (b) all claims made or threatened in writing by any third party against Borrower, any Indemnitors or the Property relating to any Hazardous Material or a violation of a Hazardous Material Law, and (c) Indemnitors' real property adjoining or in the vicinity of the Property which could subject Borrower or the Property to a claim under any Hazardous Material Law, or to any restrictions on ownership, occupancy, transferability or use of the Property under any Hazardous Material Law.  Indemnitors shall deliver to Lender any documentation or records as Lender may reasonably request and which are susceptible of being obtained by Indemnitors without undue cost or expense and without the necessity for initiating legal proceedings to obtain the same.

6.

.  Lender agrees that it shall provide Indemnitors with written notice of any claim or demand which Lender has determined could give rise to a right of indemnification under this Agreement.  Such notice shall be given within a reasonable time after Lender becomes, aware of facts and shall specify, to the best of Lender's knowledge, the facts giving rise to the alleged claim, and the amount to the extent determinable, of liability for which indemnity is asserted.  Each Indemnitor agrees that in any action, suit or proceeding brought against Lender, Lender may be represented by counsel of its choice without affecting or otherwise impairing the Indemnities and, to the extent fees and disbursements of Lender's counsel are incurred in protecting Lender's interest, to pay such  fees and disbursements.  Lender agrees that it will not settle or otherwise compromise any such actions, suit or proceeding without the prior written consent of Indemnitors which consent shall not be unreasonably withheld.  If, without obtaining the prior written consent in writing of all Indemnitors, Lender compromises or otherwise settle claims against which Lender is indemnified pursuant to this Agreement, whether or not legal proceedings have been commenced, any such compromise or settlement without the consent of all

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Indemnitors shall not be binding upon Indemnitors; provided, however such compromise or settlement shall not vitiate or invalidate this Agreement.  The Indemnitors also agree that they will not settle or compromise such action, suit or proceeding without Lender's prior written consent which consent shall not be unreasonably withheld.

7.

.  If Lender retains counsel or consultants for advice or other representation in any litigation, contest, dispute, suit or proceeding (whether instituted by Lender, Indemnitors, or any other party, including any governmental agency charged with enforcement of any Hazardous Material Law) in any way relating to this Agreement and the Indemnities described herein, or to enforce the Indemnities hereunder, then all of the reasonable attorneys fees arising from such services and all related expenses and court costs shall be payable by Indemnitors within 30 days of demand.

8.

Obligations Absolute and Waivers.

(a)

The obligations of Indemnitors hereunder shall remain in full force without regard to, and shall not be impaired by the following, any of which may be taken in such manner, upon such terms and at such time as Lender, in its sole discretion, deems advisable without the consent of, or notice to, Indemnitors, nor shall any of the following give Indemnitors any recourse or right of action against Lender:  (i) any express or implied amendment, modification, renewal, addition, supplement, extension or acceleration of or to the Note, the Mortgage, all of the loan documents executed by Borrower or any other party in connection with the Loan and all environmental indemnity agreements executed by Borrower or any other party, including without limitation this Agreement (collectively the "Documents"); (ii) any exercise or non-exercise by Lender of any right or privilege under any of the Documents, (iii) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to any Indemnitors or Borrower, or any affiliate of Borrower or any guarantor, or any action taken with respect to this Agreement by any trustee or receiver, or by any court, in any such proceeding, whether or not Indemnitors shall have had notice or knowledge of any of the foregoing; (iv) any release, waiver or discharge of the Borrower or any endorser or guarantor from liability under any of the Documents or an Indemnitor's grant to Lender of a security, interest, lien or encumbrance in any of the Indemnitor's property; (v) any subordination, compromise, settlement, release (by operation of law or otherwise), discharge, compound, collection, or liquidation of any of the Documents or any collateral described in any of the Documents or otherwise, or any substitution with respect thereto; (vi) any assignment or other transfer of any of the Documents, in whole or in part; (vii) any acceptance of partial performance of any of the obligations of Borrower under the Documents; (viii) any consent to the transfer of any collateral

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described in the Documents or otherwise; and (ix) any bid or purchase at any sale of the collateral described in the Documents or otherwise.

(b)

Indemnitors unconditionally waive any defense to the enforcement of this Agreement including, without limitation; (i) all presentments, demands, demands for performance, notices of nonperformance, protests, notices of protest, dishonor, nonpayment, partial payment, default and protest, notices of acceptance of this Agreement and all other notices and formalities to which the Indemnitor may be entitled, except as set forth herein; (ii) any right to require Lender to proceed against Borrower or any guarantor or to proceed against or exhaust any collateral described in the Documents or to pursue any other remedy whatsoever; (iii) the defense of any statute of limitations affecting the liability of Indemnitors hereunder, the liability of Borrower or any guarantor under the Documents, or the enforcement hereof, to the extent permitted by law; (iv) any defense arising by reason of any invalidity or unenforceability of any of the Documents or any disability of Borrower or any guarantor or of the manner in which Lender has exercised its remedies under the Documents; (v) any defense based upon an election of remedies by Lender including, without limitation any election to proceed by judicial or non judicial foreclosure of any security, whether real property or personal property security, or by deed in lieu thereof, and whether or not every aspect of any foreclosure sale is commercially reasonable, or any election of remedies, including but not limited to remedies relating to real property or personal property security, which destroys or otherwise impairs the subrogation rights of Indemnitors or the rights of Indemnitors to proceed against Borrower or any guarantor for reimbursement, or both; (vi) any duty of Lender to advise Indemnitors of any information known to Lender regarding the financial condition of Borrower and all of the circumstances affecting Borrower's ability to perform its obligations to Lender, it being agreed that Indemnitors assume the responsibility for being and keeping informed regarding such condition or any such circumstances; (vii) any right of subrogation and any rights to enforce any remedy which Lender now has or may hereafter have against Borrower and any benefit of, and any right to participate in any security now or hereafter held by Lender, until all obligations under the Documents have been fully paid and performed; and (viii) to the extent permitted by law, any right to assert against Lender any legal or equitable defense, counterclaim, set off or crossclaim which any of them may now or at any time or times hereafter have against each other.

9.

.  Indemnitor's obligations hereunder shall in no way be impaired, reduced or released by reason of