Contract analysis

Section 1.1 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Loan Agreement. "Agreement" means this Environmental Indemnity Agreement, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms here

Section 1.2 — Rules of Construction (a) Unless the context otherwise requires, all references in this Agreement to Articles, Sections, Exhibits, and Schedules refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement. The Exhibits attached hereto are incorporated herein by this reference and shall be deemed a part of this Agreement for all purposes. (b) Words of the masculine, feminine, or neut

ARTICLE II — REPRESENTATIONS AND WARRANTIES OF INDEMNITORS Each of the Indemnitors, jointly and severally, hereby represents and warrants to Lender and the other Indemnified Parties as follows, as of the date hereof and as of each date on which any advance of Loan proceeds is made:

Section 2.1 — Compliance with Environmental Laws To the knowledge of the Indemnitors after due inquiry and investigation (including, without limitation, review and analysis of the Phase I Environmental Site Assessment dated November 25, 2025, completed by Bayline Environmental Consultants, LLC, and all other environmental reports, correspondence, and information in the possession or control of the Indemnitors or thei

Section 2.2 — Environmental Reports The Indemnitors represent and warrant that true, correct, and complete copies of all environmental reports, assessments, studies, investigations, audits, analyses, correspondence, notices, and other documents or information relating to the environmental condition of the Property that are in the possession or control of the Indemnitors, or any agent, employee, officer, director, man

Section 2.3 — No Pending or Threatened Claims No Environmental Claims are pending or, to the knowledge of the Indemnitors, threatened against the Property, any Indemnitor, or any prior owner, operator, or occupant of the Property with respect to the Property. No Indemnitor has received any notice, citation, summons, order, complaint, directive, letter, or other communication (whether oral or written) from any governm

Section 2.4 — Permits and Licenses All environmental permits, licenses, approvals, authorizations, registrations, and consents required under applicable Environmental Laws for the current condition and planned development, construction, and operation of the Property and the Project have been obtained, or will be obtained prior to the commencement of any activities requiring such permits, licenses, or approvals. Witho

Section 2.5 — Prior Uses To the knowledge of the Indemnitors, after due inquiry and investigation (including review of the Phase I ESA and historical use records for the Property), prior uses of the Property, including any industrial, commercial, residential, or other activities conducted on the Property by prior owners, operators, tenants, or other occupants, have not resulted in the presence, generation, storage, t

Section 2.6 — No Material Misstatement The representations and warranties of the Indemnitors set forth in this Article II and elsewhere in this Agreement do not contain any untrue statement of material fact and do not omit to state any material fact necessary to make the statements herein, in light of the circumstances under which they were made, not misleading in any material respect. All information, documents, and

ARTICLE III — COVENANTS OF INDEMNITORS Each of the Indemnitors, jointly and severally, hereby covenants and agrees with Lender as follows:

Section 3.1 — Compliance with Environmental Laws The Indemnitors shall, at all times during the term of this Agreement, comply, and shall cause the Property and all operations, activities, and conditions thereon to comply, with all applicable Environmental Laws in all material respects. The Indemnitors shall not cause, suffer, or permit any activity, operation, or condition on, under, or about the Property that viola

Section 3.2 — Prohibition on Hazardous Materials The Indemnitors shall not cause or permit any Hazardous Materials to be brought upon, kept, stored, used, generated, manufactured, refined, produced, processed, treated, recycled, or disposed of on, under, or about the Property, or transported to or from the Property, except: (a) Construction materials and supplies that are necessary for and customarily used in connect

Section 3.3 — Notice of Environmental Events The Indemnitors shall promptly, and in any event within five (5) business days after obtaining knowledge thereof, notify Lender in writing of the occurrence of any of the following events or circumstances: (a) Any Release or threatened Release of any Hazardous Materials at, on, under, from, or in the vicinity of the Property, regardless of whether such Release is in violat

Section 3.4 — Remediation Obligations In the event of any Release or threatened Release of any Hazardous Materials at, on, under, or from the Property (whether such Release occurred before or during the term of this Agreement), or in the event that any Remedial Action is otherwise required with respect to the Property under any Environmental Law or by any governmental authority: (a) The Indemnitors shall promptly inv

Section 3.5 — Environmental Assessments Lender shall have the right, at any time and from time to time during the term of this Agreement, upon reasonable prior written notice to the Indemnitors (which notice shall not be required in the case of an emergency or exigent circumstances), to cause environmental site assessments, inspections, investigations, sampling, testing, and monitoring (including Phase I Environmenta

Section 3.6 — Insurance The Indemnitors shall obtain and maintain, at the Indemnitors' sole cost and expense, such environmental liability insurance (including pollution legal liability insurance, if required by Lender) and builder's risk insurance with coverage for pollution conditions as Lender may reasonably require from time to time, in amounts, with deductibles, and with carriers reasonably satisfactory to Lende

Section 3.7 — Contractor Environmental Compliance The Indemnitors shall require, by express written provision in all construction contracts, subcontracts, and other agreements entered into in connection with the development of the Property, that all contractors, subcontractors, materialmen, suppliers, and other parties performing work at or delivering materials to the Property (including, without limitation, Pinnacle

Section 3.8 — Governmental Approvals and Filings The Indemnitors shall make, or cause to be made, all filings, reports, notifications, and registrations required under any Environmental Laws in connection with the development, construction, use, and operation of the Property, and shall obtain and maintain in full force and effect all governmental permits, licenses, approvals, authorizations, registrations, and consen

Section 4.1 — General Indemnification The Indemnitors, jointly and severally, hereby agree to indemnify, defend (with counsel reasonably acceptable to the Indemnified Parties), protect, and hold harmless each Indemnified Party from and against any and all Environmental Liabilities arising out of, resulting from, or in any way related to: (a) Any breach of any representation, warranty, covenant, or obligation of any I

Section 4.2 — Scope of Indemnified Costs The Environmental Liabilities covered by the indemnification obligations set forth in Section 4.1 above include, without limitation, all of the following: (a) All costs of investigation, assessment, sampling, testing, analysis, monitoring, characterization, delineation, containment, removal, treatment, storage, transportation, and disposal of Hazardous Materials at, on, in, un

Section 4.3 — Payment of Indemnification Amounts The Indemnitors shall pay all amounts due under this Article IV within thirty (30) days after receipt of written demand therefor from Lender or any other Indemnified Party, accompanied by reasonable documentation of the Environmental Liabilities incurred or claimed (which documentation may include invoices, receipts, statements, cost summaries, estimates from qualified

Section 4.4 — Defense of Claims Upon Lender's written request, the Indemnitors shall promptly assume the defense of any Environmental Claim against any Indemnified Party at the Indemnitors' sole cost and expense, using legal counsel experienced in environmental matters and reasonably satisfactory to Lender. If the Indemnitors fail to assume such defense within fifteen (15) days after Lender's request, Lender shall ha

ARTICLE V — SURVIVAL AND UNSECURED OBLIGATION

Section 5.1 — Survival The representations, warranties, covenants, agreements, indemnification obligations, and all other obligations of the Indemnitors under this Agreement shall survive, and shall remain in full force and effect following, each and all of the following events: (a) The repayment, satisfaction, or discharge of the Loan in full, whether by payment, prepayment, refinancing, or otherwise; (b) The forecl

Section 5.2 — Unsecured Obligation; Separate Obligation The obligations of the Indemnitors under this Agreement are: (a) Unsecured personal obligations of each Indemnitor and are not secured by the Deed of Trust, the Property, or any other collateral under the Loan Documents. The obligations hereunder are not limited to the value of the Property, the amount of the Loan, or the value of any other collateral, and Lende

Section 5.3 — Joint and Several Liability The obligations of the Borrower and the Guarantor under this Agreement are joint and several. Lender may proceed against either or both of the Indemnitors, in any order, simultaneously or successively, and may enforce this Agreement against any one or more of the Indemnitors, without first proceeding against the Property, any other collateral securing the Loan, or any other p

ARTICLE VI — LENDER'S RIGHTS AND REMEDIES

Section 6.1 — Cumulative Remedies The rights and remedies of Lender and the other Indemnified Parties under this Agreement are cumulative and are in addition to, and not in limitation of, any other rights and remedies available to Lender or any other Indemnified Party under the Loan Agreement, the Deed of Trust, any other Loan Document, any Environmental Law, or at law or in equity. The exercise or enforcement of any

Section 6.2 — No Waiver No delay, failure, or omission by Lender or any other Indemnified Party in exercising any right, power, privilege, or remedy under this Agreement shall operate as a waiver thereof or impair such right, power, privilege, or remedy. No waiver shall be effective unless made in writing and signed by Lender. No single or partial exercise of any right, power, privilege, or remedy under this Agreemen

Section 6.3 — Subrogation Each Indemnitor hereby unconditionally and irrevocably waives any and all rights of subrogation, contribution, reimbursement, exoneration, indemnification, or other similar rights against Lender or any other Indemnified Party, and any rights to participate in or benefit from any security, collateral, or guaranty held by Lender, to the extent of any Environmental Liabilities paid or incurred

Section 6.4 — Right to Cure If any Indemnitor fails to perform any obligation required to be performed by such Indemnitor under this Agreement, including without limitation any obligation to conduct any investigation, assessment, Remedial Action, or other environmental response activity, or to comply with any Environmental Law, then Lender shall have the right (but not the obligation), at any time and from time to ti

Section 7.1 — Waiver of Defenses Each Indemnitor hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable law: (a) Any right to require Lender or any other Indemnified Party to (i) proceed against the Property or any other collateral securing the Loan before proceeding against such Indemnitor, (ii) proceed against any other Indemnitor or any other person or entity before proceeding