1031-00004 · Hudson Yards West Mortgage LLC · Transaction Documents/Mezzanine

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ENVIRONMENTAL INDEMNITY AGREEMENT

June 15, 2025

HUDSON YARDS WEST MEZZANINE LLC, a Delaware limited liability company, as Indemnitor,

and

METROPOLITAN TRANSIT DEVELOPMENT CORP., a government instrumentality organized under the laws of Illinois, as Guarantor,

in favor of

GRANITE PEAK CAPITAL PARTNERS, LP, a Delaware limited partnership, as Indemnitee

Property: 450 West 34th Street, New York, New York 10001 (Block 729, Lots 1, 5, 12, 15, Borough of Manhattan)

Mezzanine Loan Amount: $200,000,000.00

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RECITALS

WHEREAS, Hudson Yards West Mezzanine LLC, a Delaware limited liability company ("Indemnitor"), is the owner of one hundred percent (100%) of the membership interests (collectively, the "Pledged Collateral") in Hudson Yards West Mortgage LLC, a Delaware limited liability company ("Mortgage Borrower"), which Mortgage Borrower is the owner of a leasehold interest in the real property located at 450 West 34th Street, New York, New York 10001, designated for real property tax purposes as Block 729, Lots 1, 5, 12, and 15, Borough of Manhattan, County and State of New York, together with all improvements now or hereafter erected thereon and all fixtures, easements, rights, privileges, and appurtenances thereto belonging or in any way appertaining (collectively, the "Property"), more particularly described in Exhibit A attached hereto and made a part hereof;

WHEREAS, Granite Peak Capital Partners, LP, a Delaware limited partnership ("Indemnitee" or "Mezzanine Lender"), has made or is about to make a mezzanine loan to Indemnitor in the original principal amount of Two Hundred Million and 00/100 Dollars ($200,000,000.00) (the "Mezzanine Loan") pursuant to that certain Mezzanine Loan Agreement of even date herewith between Indemnitor, as borrower, and Indemnitee, as lender (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Mezzanine Loan Agreement");

WHEREAS, the Mezzanine Loan is secured by, among other things, a first-priority pledge of the Pledged Collateral pursuant to that certain Pledge and Security Agreement of even date herewith executed by Indemnitor in favor of Indemnitee (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Pledge Agreement"), and the other documents, instruments, and agreements executed in connection with the Mezzanine Loan (collectively with the Mezzanine Loan Agreement and the Pledge Agreement, and as each may be amended, restated, supplemented, or otherwise modified from time to time, the "Mezzanine Loan Documents");

WHEREAS, Metropolitan Transit Development Corp., a government instrumentality organized under the laws of the State of Illinois ("Guarantor"), is the indirect owner and sponsor of Indemnitor and Mortgage Borrower, and has agreed to execute and deliver this Environmental Indemnity Agreement (this "Agreement") as additional security for the Mezzanine Loan, and Guarantor will materially benefit from the making of the Mezzanine Loan;

WHEREAS, Indemnitee requires the execution and delivery of this Agreement by Indemnitor and Guarantor as a condition precedent to making the Mezzanine Loan, and Indemnitee would not make the Mezzanine Loan absent the execution and delivery of this Agreement;

WHEREAS, Indemnitor and Guarantor each acknowledge and agree that Indemnitee would not make the Mezzanine Loan but for the execution, delivery, and performance of this Agreement by Indemnitor and Guarantor, and that Indemnitee is relying upon this Agreement in connection with the making of the Mezzanine Loan; and

WHEREAS, Mortgage Borrower and Guarantor have executed and delivered that certain Environmental Indemnity Agreement (Mortgage) of even date herewith in favor of Ironclad National Bank, N.A., in its capacity as administrative agent (the "Senior Agent") for certain lenders (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Senior Environmental Indemnity") in connection with the senior mortgage loan secured by, among other things, the Property (the "Senior Mortgage Loan"), and Indemnitor and Guarantor acknowledge that this Agreement is independent of and in addition to the Senior Environmental Indemnity and that the obligations of Indemnitor and Guarantor hereunder are not in any way limited, reduced, or affected by the existence of the Senior Environmental Indemnity.

NOW, THEREFORE, in consideration of the making of the Mezzanine Loan by Indemnitee, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Indemnitor and Guarantor hereby agree as follows:

ARTICLE 1 — DEFINITIONS

Section 1.1 — Defined Terms.

As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Mezzanine Loan Agreement.

(a) "Agreement" means this Environmental Indemnity Agreement, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with Section 8.5 hereof.

(b) "Environmental Claims" means any and all claims, demands, actions, causes of action, suits, proceedings (whether administrative, judicial, or otherwise), judgments, decrees, orders, penalties, fines, assessments, and administrative or judicial investigations or inquiries, in each case arising out of, relating to, resulting from, or in connection with (i) any actual or alleged violation of any Environmental Laws with respect to the Property, (ii) the presence, Release, threatened Release, generation, use, storage, treatment, transport, handling, or disposal of any Hazardous Materials on, at, in, under, from, or migrating to or from the Property, (iii) any actual or alleged contamination of the Property or of any surface water, groundwater, soil, air, or other environmental medium at, on, under, or emanating from the Property, (iv) the assertion of any Environmental Lien against the Property, or (v) any personal injury, property damage, natural resource damage, or economic loss arising from or relating to any of the foregoing.

(c) "Environmental Laws" means all federal, state, and local laws, statutes, regulations, rules, ordinances, codes, binding guidance documents, policies, permits, licenses, and orders relating to or imposing liability or standards of conduct concerning the protection of the environment, natural resources, public health, or safety, including, without limitation: the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (42 U.S.C. §§ 9601 et seq.) ("CERCLA"); the Resource Conservation and Recovery Act of 1976, as amended (42 U.S.C. §§ 6901 et seq.) ("RCRA"); the Federal Water Pollution Control Act (Clean Water Act) (33 U.S.C. §§ 1251 et seq.); the Clean Air Act (42 U.S.C. §§ 7401 et seq.); the Toxic Substances Control Act (15 U.S.C. §§ 2601 et seq.); the Safe Drinking Water Act (42 U.S.C. §§ 300f et seq.); the Federal Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. §§ 136 et seq.); the Occupational Safety and Health Act (29 U.S.C. §§ 651 et seq.) (to the extent relating to exposure to Hazardous Materials); the Emergency Planning and Community Right-to-Know Act (42 U.S.C. §§ 11001 et seq.); the Hazardous Materials Transportation Act (49 U.S.C. §§ 5101 et seq.); the New York Environmental Conservation Law ("NYS ECL"); the New York Navigation Law, Article 12; the New York City Administrative Code, Title 24; and all analogous state and local laws, rules, regulations, orders, and guidance documents, in each case as amended, supplemented, or replaced from time to time, together with all regulations promulgated thereunder and all judicial and administrative interpretations thereof.

(d) "Environmental Liens" means any lien, charge, encumbrance, security interest, or other claim on, against, or affecting the Property or any portion thereof, or the revenues, receipts, or profits therefrom, arising under or in connection with any Environmental Law, including, without limitation, any lien arising under CERCLA Section 107(l) (42 U.S.C. § 9607(l)), any state environmental super-lien statute, or any comparable provision of applicable federal, state, or local law.

(e) "Guarantor" means Metropolitan Transit Development Corp., a government instrumentality organized under the laws of the State of Illinois, and its successors and assigns.

(f) "Hazardous Materials" means, collectively, any substance, material, waste, pollutant, or contaminant that is or becomes defined, listed, classified, designated, or regulated as hazardous, toxic, radioactive, or dangerous, or as a pollutant or contaminant, under any Environmental Law, including, without limitation: (i) petroleum and petroleum products, including crude oil and any fraction or distillate thereof, petroleum-derived substances, petroleum hydrocarbons, and waste oil; (ii) asbestos and asbestos-containing materials in any form; (iii) polychlorinated biphenyls ("PCBs") and PCB-containing equipment; (iv) lead and lead-based paint; (v) mold, mycotoxins, fungi, and any microbial matter that could pose a threat to human health or the environment; (vi) radon gas; (vii) urea-formaldehyde foam insulation; (viii) radioactive materials, including naturally occurring radioactive materials ("NORM"); (ix) per- and polyfluoroalkyl substances ("PFAS"), including perfluorooctanoic acid ("PFOA") and perfluorooctane sulfonic acid ("PFOS"); (x) flammable, explosive, or infectious materials; (xi) any substance defined as a "hazardous substance" under CERCLA or as a "hazardous waste" under RCRA; (xii) any substance defined or regulated as a hazardous substance, hazardous waste, contaminant, pollutant, or toxic substance under the NYS ECL; and (xiii) any other substance, material, or waste, howsoever denominated, that is regulated pursuant to any Environmental Law.

(g) "Indemnified Parties" means, collectively, Indemnitee and its partners (including its limited partners), members, managers, officers, directors, shareholders, employees, agents, representatives, advisors, consultants, successors, assigns, participants, servicers, trustees, and any other persons or entities who acquire the Mezzanine Loan or any interest therein (whether by assignment, participation, pledge, or otherwise), and each of their respective affiliates, partners, members, managers, officers, directors, shareholders, employees, agents, representatives, successors, and assigns.

(h) "Indemnitor" means Hudson Yards West Mezzanine LLC, a Delaware limited liability company, and its successors and assigns.

(i) "Indemnitee" means Granite Peak Capital Partners, LP, a Delaware limited partnership, and its successors and assigns.

(j) "Intercreditor Agreement" means that certain Intercreditor Agreement of even date herewith among Indemnitee, Ironclad National Bank, N.A., as Senior Agent, and such other parties as may be signatories thereto, as the same may be amended, restated, supplemented, or otherwise modified from time to time.

(k) "Losses" means, collectively, any and all losses, liabilities, obligations, damages (including consequential, incidental, and punitive damages, but only to the extent consequential and punitive damages arise from or are payable in connection with third-party claims), penalties, fines, assessments, costs, and expenses, including, without limitation: (i) reasonable attorneys' fees and disbursements (including the allocated costs of in-house counsel); (ii) court costs and filing fees; (iii) expert witness fees and consultant fees; (iv) laboratory and analytical testing fees; (v) investigation, assessment, and monitoring costs; (vi) Remediation costs, including removal costs, response costs, and corrective action costs; (vii) closure and post-closure costs; (viii) natural resource damages and restoration costs; (ix) costs of compliance with Environmental Laws, including costs of obtaining and maintaining permits and approvals; (x) costs of implementing and maintaining institutional controls and engineering controls; (xi) any amounts paid in settlement of Environmental Claims; and (xii) any diminution in the value of the Pledged Collateral or the Property.

(l) "Mezzanine Loan" has the meaning set forth in the Recitals.

(m) "Mezzanine Loan Agreement" has the meaning set forth in the Recitals.

(n) "Mezzanine Loan Documents" has the meaning ascribed to such term in the Mezzanine Loan Agreement.

(o) "Mortgage Borrower" means Hudson Yards West Mortgage LLC, a Delaware limited liability company, and its successors and assigns.

(p) "Phase I ESA" means that certain Phase I Environmental Site Assessment dated March 20, 2025, prepared by Apex Environmental Consultants, Inc. (Project No. AEC-NY-25-0337), a copy of which has been delivered to Indemnitee.

(q) "Pledge Agreement" has the meaning set forth in the Recitals.

(r) "Pledged Collateral" has the meaning set forth in the Recitals.

(s) "Property" has the meaning set forth in the Recitals and is more particularly described in Exhibit A attached hereto.

(t) "Release" means any release, spill, emission, discharge, leaking, pumping, pouring, emptying, dumping, injection, escape, disposal, dispersal, migration, or leaching of Hazardous Materials into the indoor or outdoor environment, including into or upon the air (whether indoor or outdoor), soil, surface water, groundwater, sediment, land surface, subsurface strata, building components, or any other environmental medium, whether or not such release constitutes a violation of any Environmental Law.

(u) "Remediation" means any investigation, study, assessment, testing, sampling, monitoring, cleanup, containment, removal, remedial action, restoration, abatement, response action, corrective action, natural attenuation monitoring, institutional control, engineering control, or other action required or undertaken under any Environmental Law, or otherwise necessary to address any Release or threatened Release of Hazardous Materials, or any violation of Environmental Laws, with respect to the Property, whether undertaken voluntarily or pursuant to governmental order or directive.

(v) "Senior Environmental Indemnity" has the meaning set forth in the Recitals.

(w) "Senior Mortgage Loan" has the meaning set forth in the Recitals.

(x) "Survival Termination Date" has the meaning set forth in Section 7.2 hereof.

Section 1.2 — Rules of Construction.

The rules of construction set forth in the Mezzanine Loan Agreement are hereby incorporated by reference into this Agreement, mutatis mutandis, as if set forth herein in their entirety. In addition, and without limiting the generality of the foregoing:

(a) The singular shall include the plural, and the plural shall include the singular, as the context may require.

(b) The word "including" and words of similar import shall mean "including, without limitation" and shall not be construed to limit any general statement preceding such word to the specific or similar items or matters immediately following such word.

(c) The words "herein," "hereof," "hereunder," and words of similar import shall refer to this Agreement as a whole and not to any particular Article, Section, subsection, or other subdivision.

(d) References to Articles, Sections, subsections, Exhibits, and Schedules shall refer to the Articles, Sections, subsections, Exhibits, and Schedules of this Agreement, unless otherwise specified.

(e) References to any law, statute, regulation, or rule shall include all amendments, modifications, supplements, consolidations, replacements, and successor provisions thereto, and all regulations, rules, and guidance documents promulgated thereunder.

(f) References to any agreement or instrument shall mean such agreement or instrument as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.

(g) The use of the masculine, feminine, or neuter gender or the singular or plural form of words shall not limit the applicability of any provision of this Agreement to such gender or number as the context may require.

(h) Any reference to a "day" or "days" shall mean a calendar day or calendar days unless "business day" or "business days" is expressly specified.

ARTICLE 2 — REPRESENTATIONS AND WARRANTIES

Section 2.1 — Environmental Representations.

Indemnitor and Guarantor, jointly and severally, hereby represent and warrant to Indemnitee as of the date hereof, and such representations and warranties shall be deemed remade as of each date that Indemnitor delivers an environmental compliance certificate to Indemnitee pursuant to the Mezzanine Loan Agreement, as follows:

(a) Except as specifically disclosed in the Phase I ESA (Apex Environmental Consultants, Inc., Project No. AEC-NY-25-0337), a copy of which has been delivered to Indemnitee, and as set forth in Exhibit C attached hereto, no Hazardous Materials are present on, under, in, or about the Property (including the soil, groundwater, surface water, and subsurface strata thereof, and the buildings and other improvements thereon) in violation of any Environmental Laws or in amounts, concentrations, or conditions that require Remediation under any applicable Environmental Law.

(b) Neither Indemnitor, Guarantor, Mortgage Borrower, nor, to the knowledge of Indemnitor and Guarantor after due inquiry, any prior owner, operator, tenant, subtenant, licensee, or occupant of the Property, has caused or permitted any Release of Hazardous Materials at, on, under, from, or migrating to or from the Property, except as specifically disclosed in the Phase I ESA and set forth in Exhibit C hereto.

(c) No Environmental Claims of any kind are pending, or to the actual knowledge of Indemnitor or Guarantor (after due inquiry and investigation), threatened, with respect to the Property or any portion thereof, or against Indemnitor, Guarantor, or Mortgage Borrower in connection with the Property.

(d) No Environmental Liens encumber the Property or any portion thereof, and no actions have been taken or are pending that could reasonably be expected to result in the filing or imposition of any Environmental Lien on the Property.

(e) The Property is not listed on, and neither Indemnitor nor Guarantor has received notice that the Property is proposed for listing on, (i) the National Priorities List established pursuant to CERCLA (42 U.S.C. § 9605(a)(8)(B)), (ii) the Comprehensive Environmental Response, Compensation, and Liability Information System ("CERCLIS") or any successor database maintained by the United States Environmental Protection Agency, (iii) the New York State Registry of Inactive Hazardous Waste Disposal Sites maintained pursuant to 6 NYCRR Part 375, (iv) the New York State Brownfield Cleanup Program site list, or (v) any analogous federal, state, or local list of contaminated or potentially contaminated sites.

(f) No underground storage tanks ("USTs"), whether active, temporarily closed, or permanently closed or abandoned, exist on, at, or under the Property, except as specifically disclosed in the Phase I ESA and set forth in Exhibit C hereto. To the extent any USTs were previously located on the Property, all such USTs have been removed or closed in accordance with all applicable Environmental Laws, and all required closure documentation has been obtained from the applicable governmental authority.

(g) The Property is in compliance in all material respects with all applicable Environmental Laws, including, without limitation, with respect to all required permits, licenses, registrations, approvals, and authorizations necessary for the current and intended use and operation of the Property.

(h) No portion of the Property has been used, at any time, as a landfill, dump, waste disposal site, or disposal facility for Hazardous Materials, and no Hazardous Materials have been buried, disposed of, or abandoned on, in, or under the Property.

(i) True, correct, and complete copies of all environmental reports, studies, audits, assessments, investigations, and analyses relating to the Property that are in the possession or control of, or reasonably available to, Indemnitor, Guarantor, or Mortgage Borrower have been delivered to Indemnitee and are listed on Exhibit B attached hereto. All material information contained in such reports, studies, and other materials is accurate and complete in all material respects as of the dates thereof, and neither Indemnitor nor Guarantor has knowledge of any material facts or circumstances relating to the environmental condition of the Property that are inconsistent with or not reflected in such materials.

(j) The Phase I ESA was prepared in accordance with the American Society for Testing and Materials Standard Practice for Environmental Site Assessments: Phase I Environmental Site Assessment Process (ASTM E1527-21) and in conformity with the United States Environmental Protection Agency's Standards and Practices for All Appropriate Inquiries (40 C.F.R. Part 312). The Phase I ESA did not identify any recognized environmental conditions requiring a Phase II Environmental Site Assessment, except as specifically noted therein and described in Exhibit C hereto.

Section 2.2 — Survival of Representations and Warranties.

All representations and warranties made by Indemnitor and Guarantor in this Article 2 shall survive the closing of the Mezzanine Loan and the execution and delivery of the Mezzanine Loan Documents and shall continue in full force and effect until the Survival Termination Date as defined in Section 7.2 hereof, subject to the provisions of Section 7.2 regarding claims asserted prior to the Survival Termination Date. The representations and warranties set forth in this Article 2 shall not be affected or diminished by any investigation or knowledge of Indemnitee at any time.

ARTICLE 3 — COVENANTS

Section 3.1 — Compliance with Environmental Laws.

Indemnitor and Guarantor shall cause Mortgage Borrower and any lessee, sublessee, tenant, subtenant, licensee, operator, or occupant of the Property to comply with all applicable Environmental Laws in all material respects at all times during the term of the Mezzanine Loan and thereafter until the Survival Termination Date. Without limiting the generality of the foregoing, Indemnitor and Guarantor shall cause the Property to be operated and maintained in compliance with all permits, licenses, registrations, approvals, and authorizations required under Environmental Laws, and shall cause all such permits, licenses, registrations, approvals, and authorizations to be timely obtained, renewed, and maintained.

Section 3.2 — Prohibition on Hazardous Materials.

Indemnitor shall not, and shall cause Mortgage Borrower and each tenant, subtenant, licensee, operator, manager, and occupant of the Property not to, cause or permit any Hazardous Materials to be generated, manufactured, produced, refined, used, stored, treated, handled, transported, released, discharged, emitted, or disposed of on, under, in, or about the Property or transported to or from the Property, except (a) during the construction of improvements on the Property, in quantities and types customary for the construction of a mixed-use commercial development of similar type, scale, and complexity, and in strict compliance with all applicable Environmental Laws and all permits and approvals relating thereto, and (b) following substantial completion of construction, in quantities and types customary for the operation and maintenance of a first-class, mixed-use commercial development of similar type and scale (including, without limitation, customary cleaning supplies, office supplies, and building maintenance materials), and in strict compliance with all applicable Environmental Laws and all permits and approvals relating thereto.

Section 3.3 — Notice of Environmental Conditions.

Indemnitor and Guarantor shall promptly, and in no event later than five (5) business days after obtaining knowledge thereof, notify Indemnitee in writing of any of the following:

(a) The discovery of any Hazardous Materials on, at, in, under, or about the Property that were not previously disclosed to Indemnitee in the Phase I ESA, in Exhibit C hereto, or in any prior written notice delivered to Indemnitee pursuant to this Section 3.3;

(b) Any Release or threatened Release of Hazardous Materials at, on, under, from, or migrating to or from the Property;

(c) The receipt by Indemnitor, Guarantor, Mortgage Borrower, or any tenant, subtenant, or operator of the Property of any Environmental Claim, notice of violation, notice of potential liability, information request, complaint, order, directive, citation, summons, or other communication from any federal, state, or local governmental authority or any third party relating to Hazardous Materials or Environmental Laws with respect to the Property;

(d) The filing, recording, or imposition of any Environmental Lien against the Property or any portion thereof, or any notice of intent to file such a lien;

(e) Any change in the environmental condition of the Property, or any event, occurrence, or circumstance, that could reasonably be expected to (i) give rise to an Environmental Claim, (ii) result in a violation of Environmental Laws, (iii) result in a Release of Hazardous Materials, or (iv) otherwise have a material adverse effect on the environmental condition of the Property or the value of the Pledged Collateral; and

(f) Any proposed change in the use of the Property or any portion thereof that could reasonably be expected to increase the risk of environmental contamination or impose additional obligations under Environmental Laws.

Each such notice shall describe in reasonable detail the nature of the condition, event, or circumstance, the actions being taken or proposed to be taken in response thereto, and, to the extent known, the estimated costs of such actions.

Section 3.4 — Remediation Obligations.

If any Release of Hazardous Materials occurs at, on, under, from, or migrating to or from the Property, or if any violation of Environmental Laws exists or occurs with respect to the Property, Indemnitor and Guarantor shall, at their sole cost and expense, promptly commence and diligently prosecute to completion all Remediation necessary to (a) restore the Property to full compliance with all applicable Environmental Laws, (b) eliminate or mitigate any threat to human health or the environment arising from such Release or violation, and (c) satisfy all requirements of applicable governmental authorities. All Remediation plans, strategies, and work plans shall be submitted to Indemnitee for Indemnitee's prior written approval (such approval not to be unreasonably withheld, conditioned, or delayed), and all Remediation shall be performed by qualified environmental consultants and contractors who have been approved by Indemnitee in writing (such approval not to be unreasonably withheld, conditioned, or delayed). Indemnitor and Guarantor shall keep Indemnitee reasonably informed of the progress of all Remediation activities and shall promptly deliver to Indemnitee copies of all material reports, correspondence, and other documents relating to such Remediation, including any reports submitted to or received from governmental authorities.

Section 3.5 — No Environmental Liens.

Indemnitor shall not permit any Environmental Liens to be filed, recorded, or otherwise imposed against the Property or any portion thereof. If any Environmental Lien is filed, recorded, or otherwise imposed against the Property, Indemnitor shall, at its sole cost and expense, cause such Environmental Lien to be fully discharged, released, bonded over, or otherwise removed from the Property within thirty (30) calendar days after Indemnitor first becomes aware of such Environmental Lien. If Indemnitor fails to discharge, release, bond over, or otherwise remove any such Environmental Lien within such thirty (30) day period, Indemnitee shall have the right (but not the obligation) to take such action as Indemnitee deems necessary or appropriate to discharge, release, bond over, or otherwise remove such Environmental Lien, and all costs and expenses incurred by Indemnitee in connection therewith (including reasonable attorneys' fees and disbursements) shall be reimbursed by Indemnitor and Guarantor to Indemnitee on demand.

Section 3.6 — Access for Environmental Inspections.

Indemnitor and Guarantor shall provide Indemnitee and its agents, representatives, consultants, and contractors with access to the Property for the purpose of conducting environmental inspections, assessments, sampling, testing, monitoring, and investigations at any reasonable time during normal business hours upon not less than three (3) business days' prior written or electronic notice to Indemnitor; provided, however, that (a) no prior notice shall be required if an Event of Default (as defined in the Mezzanine Loan Agreement) has occurred and is continuing, and (b) in the event of any emergency or exigent circumstance involving a suspected Release or threatened Release, Indemnitee and its agents shall have immediate access to the Property without prior notice. Indemnitor shall cooperate fully with Indemnitee and its agents in connection with any such inspections, assessments, or investigations, including by providing access to all records, reports, and other documents relating to the environmental condition of the Property.

Section 3.7 — Additional Assessments.

Indemnitee shall have the right, at any time and from time to time, to engage environmental consultants selected by Indemnitee to perform additional environmental assessments, investigations, and analyses with respect to the Property, including, without limitation, Phase II Environmental Site Assessments, soil and groundwater sampling, vapor intrusion assessments, and indoor air quality testing. The cost of any such additional assessments shall be borne by Indemnitor and Guarantor (and reimbursed to Indemnitee promptly upon demand) to the extent that (i) an Event of Default under the Mezzanine Loan Agreement has occurred and is continuing, (ii) environmental contamination at the Property is suspected based on reasonable grounds (including, without limitation, the receipt of information indicating a potential Release, a change in the use of the Property, or a change in applicable Environmental Laws that may affect the Property), or (iii) such additional assessment is required by any governmental authority. In all other circumstances, the cost of any such additional assessments shall be borne by Indemnitee.

Section 3.8 — Construction Period Environmental Compliance.

During the construction of improvements on the Property (the "Construction Period"), Indemnitor shall, and shall cause Mortgage Borrower and the general contractor for the construction project, Cobalt Construction Group, Inc. (the "General Contractor"), and all subcontractors, material suppliers, and other persons performing work at the Property to:

(a) Comply with all applicable Environmental Laws relating to construction activities at the Property, including, without limitation, all requirements relating to the handling, storage, use, transport, and disposal of Hazardous Materials used or generated in connection with construction;

(b) Properly handle, segregate, transport, and dispose of all construction and demolition debris in accordance with all applicable Environmental Laws, including the New York State solid waste management regulations (6 NYCRR Part 360) and the applicable provisions of the New York City Administrative Code;

(c) Manage all dewatering activities in compliance with all applicable permits and authorizations, including all permits issued by the New York City Department of Environmental Protection ("NYCDEP") for discharge of construction dewatering effluent, and all applicable provisions of the Clean Water Act and New York State water quality standards;

(d) Implement and maintain a Stormwater Pollution Prevention Plan ("SWPPP") as required by the New York State Pollutant Discharge Elimination System ("SPDES") General Permit for Stormwater Discharges from Construction Activity (GP-0-20-001 or any successor permit);

(e) Monitor for and properly manage any Hazardous Materials encountered during excavation, demolition, or other construction activities, including, without limitation, any contaminated soil, contaminated groundwater, asbestos-containing materials, lead-based paint, and PCBs; and

(f) Maintain all records and documentation required by Environmental Laws in connection with construction activities and promptly provide copies thereof to Indemnitee upon request.

Section 3.9 — Environmental Insurance.

Indemnitor shall maintain, or cause to be maintained, environmental impairment liability insurance and/or pollution legal liability insurance, in such amounts, with such coverages, deductibles, retentions, and from such insurers, as required under the Mezzanine Loan Agreement. Such insurance policies shall name Indemnitee as an additional insured and/or loss payee, as applicable, and shall comply in all respects with the insurance requirements set forth in the Mezzanine Loan Agreement. Indemnitor shall deliver to Indemnitee evidence of such insurance as and when required under the Mezzanine Loan Agreement.

ARTICLE 4 — INDEMNIFICATION

Section 4.1 — General Indemnification.

Indemnitor and Guarantor, jointly and severally, shall indemnify, defend (with counsel reasonably acceptable to Indemnitee), protect, and hold harmless each of the Indemnified Parties from and against any and all Losses arising out of, relating to, resulting from, or in any way connected with any of the following:

(a) The presence, Release, threatened Release, generation, use, storage, treatment, handling, transport, or disposal of any Hazardous Materials on, at, in, under, from, or migrating to or from the Property, regardless of (i) when such condition first arose or existed, (ii) whether such condition was known or unknown, suspected or unsuspected, disclosed or undisclosed, at or prior to the date hereof, and (iii) whether caused or contributed to by Indemnitor, Guarantor, Mortgage Borrower, any tenant, subtenant, licensee, occupant, operator, contractor, subcontractor, invitee, or any other third party, or by natural conditions;

(b) Any actual or alleged violation of any Environmental Laws with respect to the Property or the ownership, use, occupancy, operation, or maintenance thereof;

(c) Any Environmental Claim asserted against any Indemnified Party in connection with or arising out of the Property or the environmental condition thereof, regardless of whether such Environmental Claim is ultimately determined to be with or without merit;

(d) Any Environmental Lien filed, recorded, or imposed against the Property or any portion thereof;

(e) Any breach of any representation, warranty, covenant, or obligation of Indemnitor or Guarantor contained in this Agreement;

(f) Any costs of Remediation of the Property or any adjacent, surrounding, or affected area, whether required by any governmental authority, ordered by any court or administrative tribunal, or voluntarily undertaken to prevent, mitigate, or address further contamination, migration of contamination, or threats to human health or the environment;

(g) Any diminution in the value of the Pledged Collateral or the Property resulting from, attributable to, or in any way connected with any condition, event, or circumstance described in clauses (a) through (f) above, including, without limitation, any diminution resulting from the stigma associated with environmental contamination; and

(h) Any costs incurred by any Indemnified Party in connection with environmental due diligence, testing, sampling, monitoring, assessment, or investigation prompted by the discovery of, or reasonable suspicion of, Hazardous Materials contamination at, on, under, or migrating from the Property, including, without limitation, the fees and expenses of environmental consultants, engineers, laboratories, and other professionals.

The foregoing indemnification shall apply regardless of whether any Indemnified Party is or was the owner, operator, occupier, or manager of the Property, and regardless of whether the Losses arise before, during, or after the term of the Mezzanine Loan.

Section 4.2 — Full Recourse; Not Limited by Mezzanine Loan Documents.

THE OBLIGATIONS OF INDEMNITOR AND GUARANTOR UNDER THIS AGREEMENT ARE FULL RECOURSE, PERSONAL, AND UNLIMITED OBLIGATIONS OF EACH OF INDEMNITOR AND GUARANTOR. Such obligations are not limited to, collateralized by, or payable solely from the Pledged Collateral, the Property, or any other collateral securing the Mezzanine Loan. The obligations of Indemnitor and Guarantor under this Agreement are not subject to, limited by, or affected by any non-recourse or exculpatory provisions, carve-out limitations, liability caps, or similar provisions contained in the Mezzanine Loan Agreement, the Pledge Agreement, any guaranty, or any other Mezzanine Loan Document. Without limiting the generality of the foregoing, the obligations of Indemnitor and Guarantor under this Agreement shall survive:

(i) the repayment, satisfaction, or discharge of the Mezzanine Loan, in whole or in part;

(ii) the release, termination, or discharge of the Pledge Agreement or any other Mezzanine Loan Document;

(iii) any foreclosure upon, UCC sale of, or deed-in-lieu or assignment-in-lieu of foreclosure with respect to the Pledged Collateral;

(iv) the exercise by Indemnitee of any remedies under the Pledge Agreement, the Mezzanine Loan Agreement, or any other Mezzanine Loan Document, including the exercise of remedies under Article 8 or Article 9 of the Uniform Commercial Code of the State of New York or any other applicable jurisdiction;

(v) any transfer, sale, conveyance, or assignment of the Pledged Collateral, the Property, or any interest therein; and

(vi) any bankruptcy, insolvency, reorganization, arrangement, composition, receivership, liquidation, dissolution, or similar proceeding involving Indemnitor, Guarantor, or Mortgage Borrower.

Section 4.3 — Independent Obligations.

The obligations of Indemnitor and Guarantor under this Agreement are independent of, separate from, and in addition to any obligations of Indemnitor, Guarantor, or Mortgage Borrower under the Mezzanine Loan Agreement, the Pledge Agreement, any guaranty (including any non-recourse carve-out guaranty or payment guaranty), or any other Mezzanine Loan Document. Indemnitee may pursue its remedies under this Agreement independently of, simultaneously with, or in addition to any remedies available under the Mezzanine Loan Agreement, the Pledge Agreement, or any other Mezzanine Loan Document, without first being required to (a) exhaust any remedies against Indemnitor, Guarantor, Mortgage Borrower, or any other party, (b) resort to or realize upon the Pledged Collateral or any other collateral, (c) institute any action or proceeding against Indemnitor, Guarantor, or Mortgage Borrower under any other agreement, or (d) take any other action whatsoever. The obligations of Indemnitor and Guarantor hereunder shall not be affected, diminished, or released by any extension, renewal, modification, waiver, forbearance, or compromise of any obligation under the Mezzanine Loan Documents.

Section 4.4 — Defense of Environmental Claims.

(a) If any Indemnified Party receives notice of any Environmental Claim or any threatened Environmental Claim, Indemnitee shall give Indemnitor and Guarantor prompt written notice thereof; provided, however, that the failure or delay by Indemnitee to give such notice shall not relieve Indemnitor or Guarantor of any obligation hereunder except to the extent that Indemnitor or Guarantor demonstrates actual material prejudice directly resulting from such failure or delay.

(b) Upon receipt of such notice, Indemnitor and Guarantor shall, at their sole cost and expense, promptly assume the defense of such Environmental Claim, including the retention of counsel reasonably acceptable to Indemnitee. Indemnitor and Guarantor shall keep Indemnitee reasonably informed of the status and progress of the defense and shall provide Indemnitee with copies of all material pleadings, correspondence, and other documents filed or received in connection therewith.

(c) Indemnitee shall have the right, but not the obligation, to participate in the defense of any Environmental Claim at its own expense through counsel of its own choosing. Notwithstanding the foregoing, if a conflict of interest exists or arises between the interests of any Indemnified Party and the interests of Indemnitor or Guarantor in connection with such Environmental Claim, or if Indemnitor and Guarantor fail to assume the defense of such Environmental Claim within thirty (30) days after receipt of notice thereof, Indemnitee shall have the right to assume or control the defense of such Environmental Claim, and all costs and expenses of such defense (including reasonable attorneys' fees and disbursements) shall be borne by Indemnitor and Guarantor.

(d) No settlement, compromise, or consent to judgment with respect to any Environmental Claim shall be made or entered into by Indemnitor or Guarantor without the prior written consent of Indemnitee, which consent shall not be unreasonably withheld, conditioned, or delayed. Indemnitee shall be entitled to withhold consent if the proposed settlement, compromise, or consent to judgment (i) does not include an unconditional release of all Indemnified Parties from all liability relating to such Environmental Claim, (ii) imposes any restriction, obligation, or condition on any Indemnified Party, or (iii) involves the payment of monetary damages or penalties that Indemnitor and Guarantor are unable or unwilling to pay.

Section 4.5 — Subrogation.

Following the full and indefeasible satisfaction of all of Indemnitor's and Guarantor's obligations under this Agreement with respect to any particular Environmental Claim or Losses, Indemnitor and Guarantor shall, to the extent permitted by applicable law, be subrogated to any rights of the Indemnified Parties to seek recovery, contribution, or reimbursement from any third parties responsible for or contributing to the contamination, Release, or Environmental Claim giving rise to such obligations. Indemnitee shall, at Indemnitor's sole cost and expense, cooperate reasonably with Indemnitor and Guarantor in the exercise of such subrogation rights, including by executing and delivering such instruments, assignments, and other documents as may be reasonably necessary or appropriate in connection therewith; provided, however, that Indemnitee shall not be required to incur any out-of-pocket costs or expenses or to assume any liabilities in connection therewith.

Section 4.6 — Duty to Mitigate.

Indemnitee shall use commercially reasonable efforts to mitigate Losses incurred in connection with any Environmental Claim or any condition giving rise to indemnification obligations under this Agreement; provided, however, that (a) no failure by Indemnitee to mitigate Losses shall reduce, eliminate, or otherwise affect the obligations of Indemnitor and Guarantor under this Agreement, (b) the costs and expenses incurred by Indemnitee in connection with any mitigation efforts shall constitute Losses for which Indemnitor and Guarantor are responsible under this Article 4, and (c) nothing in this Section 4.6 shall be construed to impose upon Indemnitee any obligation to take any particular action, to incur any particular cost or expense, or to refrain from exercising any right or remedy available to Indemnitee.

ARTICLE 5 — GUARANTOR PROVISIONS

Section 5.1 — Guarantor's Obligation.

Guarantor's obligations under this Agreement are primary and not secondary. Guarantor is a direct obligor and not merely a surety, and Guarantor is jointly and severally liable with Indemnitor for all obligations arising under this Agreement. Indemnitee may proceed directly against Guarantor without first proceeding against Indemnitor or any other party, and without first resorting to or exhausting any collateral or security, including the Pledged Collateral. Guarantor's obligations hereunder are absolute, unconditional, and irrevocable and shall not be subject to any counterclaim, set-off, deduction, diminution, abatement, recoupment, suspension, deferment, or defense (other than the defense of full and final payment and performance).

Section 5.2 — Waivers by Guarantor.

Guarantor hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable law:

(a) Notice of acceptance of this Agreement by Indemnitee or any Indemnified Party;

(b) Presentment, demand for payment or performance, protest, notice of protest, notice of dishonor, notice of nonpayment or nonperformance, and all other notices and demands of any kind whatsoever;

(c) Any requirement that Indemnitee first proceed against Indemnitor, Mortgage Borrower, or any other person or entity, or first resort to, exhaust, or realize upon the Pledged Collateral, the Property, or any other security or collateral, before proceeding against Guarantor under this Agreement;

(d) All rights of subrogation, contribution, reimbursement, and indemnity against Indemnitor, Mortgage Borrower, and any other person or entity, and all rights of recourse to any security or collateral for the Mezzanine Loan, in each case until the Mezzanine Loan has been indefeasibly repaid in full and all obligations of Indemnitor and Guarantor under the Mezzanine Loan Documents and this Agreement have been fully and finally discharged;

(e) Any defense arising by reason of any disability, lack of corporate or other authority, incapacity, dissolution, liquidation, or cessation of existence or liability of Indemnitor, Mortgage Borrower, or any other person or entity;

(f) Any defense based upon an election of remedies by Indemnitee, including any election to proceed under the Uniform Commercial Code, to foreclose upon the Pledged Collateral, to accept a deed-in-lieu or assignment-in-lieu, or to pursue any other remedy, that in any manner impairs, limits, modifies, discharges, or otherwise affects any right of Guarantor;

(g) Any statute of limitations or similar defense applicable to the enforcement of this Agreement, to the extent such waiver is permitted by applicable law, including any defense based upon the statute of limitations applicable to any Environmental Claim, any statute of repose, or any laches defense; and

(h) Any and all rights, defenses, and benefits that may be derived from or afforded by Illinois suretyship or guaranty statutes, including, without limitation, 735 ILCS 5/2-1401 and any analogous provision of the laws of any other jurisdiction, to the extent applicable to Guarantor's obligations under this Agreement.

Section 5.3 — Consents of Guarantor.

Guarantor hereby consents and agrees that Indemnitee may, at any time and from time to time, without notice to, demand upon, or consent of Guarantor, and without affecting, impairing, or releasing the liability of Guarantor under this Agreement:

(a) modify, amend, supplement, extend, renew, restate, replace, or waive compliance with any term, provision, or condition of this Agreement, the Mezzanine Loan Agreement, the Pledge Agreement, or any other Mezzanine Loan Document;

(b) grant extensions of time for payment or performance of any obligation under this Agreement or any Mezzanine Loan Document;

(c) release, substitute, add, or exchange any security or collateral for the Mezzanine Loan, including the Pledged Collateral;

(d) release, discharge, or compromise the liability of Indemnitor, Mortgage Borrower, or any other party liable under any Mezzanine Loan Document;

(e) settle, compromise, or release any claim against Indemnitor, Mortgage Borrower, or any other party; and

(f) take or refrain from taking any other action that might otherwise constitute a defense to, or discharge of, Guarantor's obligations hereunder.

Section 5.4 — Guarantor Financial Condition and Independent Investigation.

Guarantor represents and warrants to Indemnitee that (a) Guarantor has independently and without reliance upon Indemnitee or any of its agents, representatives, or advisors, conducted its own investigation of, and is fully familiar with, the environmental condition of the Property, and Guarantor has not relied upon Indemnitee's evaluation or assessment of the environmental condition of the Property in executing this Agreement; (b) Guarantor has received and reviewed copies of all environmental reports, assessments, and investigations listed on Exhibit B hereto and has had a full and fair opportunity to review and evaluate the same; (c) Guarantor has all necessary power, authority, and legal capacity to execute, deliver, and perform its obligations under this Agreement; and (d) this Agreement has been duly authorized, executed, and delivered by Guarantor and constitutes the legal, valid, and binding obligation of Guarantor, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights and remedies generally and to general principles of equity.

For the avoidance of doubt, Guarantor acknowledges that Indemnitee is relying upon, among other things, the creditworthiness and financial capacity of Guarantor in making the Mezzanine Loan. In this regard, Guarantor represents that, as of the date hereof: (i) Guarantor maintains a credit rating of A– as assigned by Pinnacle Ratings Group (Reference No. PRG-MTDC-A-2024-1187); and (ii) Guarantor had net assets of approximately Three Billion Seven Hundred Million and 00/100 Dollars ($3,700,000,000.00) as reflected in Guarantor's most recent audited financial statements for the fiscal year ended December 31, 2024, audited by Whitfield Albrecht & Co. LLP.

Section 5.5 — Reinstatement.

If at any time any payment or performance made by Indemnitor, Guarantor, or any other party in respect of any obligation under this Agreement is rescinded, avoided, set aside, invalidated, declared to be fraudulent or preferential, or must be returned, refunded, or disgorged for any reason whatsoever, including, without limitation, by reason of any judgment, order, or decree of any court or governmental authority, or by reason of the application of any federal, state, or local bankruptcy, insolvency, reorganization, receivership, fraudulent conveyance, fraudulent transfer, preference, or similar law, then Guarantor's obligations under this Agreement with respect to such payment or performance shall be reinstated, revived, and continued in full force and effect as though such payment or performance had not been made, and Guarantor shall be liable as if such payment or performance had never occurred.

ARTICLE 6 — RELATIONSHIP TO SENIOR ENVIRONMENTAL INDEMNITY

Section 6.1 — Acknowledgment of Senior Environmental Indemnity.

Indemnitor and Guarantor acknowledge the existence of the Senior Environmental Indemnity of even date herewith, executed and delivered by Mortgage Borrower and Guarantor in favor of Ironclad National Bank, N.A., as Senior Agent, in connection with the Senior Mortgage Loan. Indemnitor and Guarantor acknowledge and agree that the obligations of Indemnitor and Guarantor under this Agreement are independent of, separate from, and in addition to the obligations of Mortgage Borrower and Guarantor under the Senior Environmental Indemnity. The existence of the Senior Environmental Indemnity shall not limit, reduce, or otherwise affect the obligations of Indemnitor or Guarantor under this Agreement, and the exercise of rights or remedies by the Senior Agent under the Senior Environmental Indemnity shall not limit, reduce, or otherwise affect the rights or remedies of Indemnitee under this Agreement.

Section 6.2 — No Double Recovery.

Notwithstanding any provision of this Agreement to the contrary, Indemnitee shall not be entitled to recover any amount under this Agreement to the extent that such amount constitutes a duplication of recovery for the same Losses that have been actually and irrevocably recovered by Indemnitee from the same Indemnitor and/or Guarantor under the Senior Environmental Indemnity or any other agreement. For the avoidance of doubt, this limitation on recovery applies solely to the actual duplicative recovery of the same specific Losses and shall not be construed to limit or reduce the obligations of Indemnitor or Guarantor with respect to (a) any Losses that are independent of or additional to Losses recovered under the Senior Environmental Indemnity, (b) any Losses that were not fully recovered under the Senior Environmental Indemnity or any other agreement, or (c) any Losses for which the Indemnified Parties have not received actual payment or reimbursement.

Section 6.3 — Intercreditor Agreement.

The rights of Indemnitee under this Agreement are subject to the terms and provisions of the Intercreditor Agreement of even date herewith among Indemnitee, Ironclad National Bank, N.A., as Senior Agent, and such other parties as may be signatories thereto. Indemnitee's rights under this Agreement may be affected by the terms and provisions of the Intercreditor Agreement, including, without limitation, provisions relating to the priority of claims, allocation of recoveries, standstill periods, exercise of remedies, and other intercreditor matters. In the event of any conflict between the provisions of this Agreement and the provisions of the Intercreditor Agreement with respect to the rights and obligations as between Indemnitee and Ironclad National Bank, N.A. (or any successor Senior Agent), the provisions of the Intercreditor Agreement shall control; provided, however, that (i) no provision of the Intercreditor Agreement shall reduce or eliminate the obligations of Indemnitor or Guarantor to Indemnitee under this Agreement, and (ii) the Intercreditor Agreement shall not affect the rights of Indemnitee against Indemnitor or Guarantor except to the extent expressly provided therein.

ARTICLE 7 — SURVIVAL; TERMINATION

Section 7.1 — Survival.

The obligations of Indemnitor and Guarantor under this Agreement, including, without limitation, all indemnification, defense, and hold-harmless obligations set forth in Article 4, all obligations with respect to representations and warranties set forth in Article 2, and all covenants set forth in Article 3, shall survive and continue in full force and effect notwithstanding:

(a) The repayment, prepayment, or satisfaction of the Mezzanine Loan in full, whether at maturity, by acceleration, or otherwise;

(b) The release, termination, or discharge of the Pledge Agreement or any other Mezzanine Loan Document, whether by the terms thereof, by operation of law, or otherwise;

(c) Any foreclosure upon, UCC sale of, strict foreclosure with respect to, or acceptance of a deed-in-lieu, assignment-in-lieu, or other transfer in lieu of foreclosure with respect to, the Pledged Collateral or any portion thereof, or any other enforcement action or remedy exercised by Indemnitee with respect to the Pledged Collateral;

(d) The filing of any voluntary or involuntary petition for bankruptcy, insolvency, reorganization, arrangement, adjustment, composition, liquidation, dissolution, or similar proceeding by or against Indemnitor, Guarantor, Mortgage Borrower, or any other party, under Title 11 of the United States Code or any other applicable bankruptcy, insolvency, or similar law; and

(e) Any transfer, sale, conveyance, assignment, or other disposition of the Pledged Collateral, the Property, or any interest therein, whether voluntary or involuntary, by operation of law or otherwise.

Section 7.2 — Survival Termination Date.

The obligations of Indemnitor and Guarantor under this Agreement shall survive until the date (the "Survival Termination Date") that is the later of:

(a) the date that is three (3) years after the date of the indefeasible repayment and satisfaction in full of all amounts owing under the Mezzanine Loan and all other Mezzanine Loan Documents; and

(b) the expiration of the applicable statute of limitations (as such statute of limitations may be extended by any statutory or regulatory tolling period, discovery rule, or similar extension) for any Environmental Claims that (i) arose during the period beginning on the date of the making of the Mezzanine Loan and ending on the date of the indefeasible repayment in full thereof, or (ii) relate to environmental conditions existing during such period, regardless of when such conditions are first discovered.

Notwithstanding the foregoing, with respect to any Environmental Claim or any claim for Losses that has been asserted in writing by Indemnitee against Indemnitor or Guarantor prior to the Survival Termination Date, the obligations of Indemnitor and Guarantor under this Agreement with respect to such claim shall survive until the final, non-appealable resolution of such claim and the full and indefeasible satisfaction of all obligations of Indemnitor and Guarantor arising therefrom.

ARTICLE 8 — MISCELLANEOUS

Section 8.1 — Governing Law.

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to any conflicts-of-law principles that would result in the application of the laws of any other jurisdiction; provided, however, that Sections 5-1401 and 5-1402 of the New York General Obligations Law (and any successor provisions thereto) shall apply to this Agreement. To the extent that the Uniform Commercial Code of the State of New York is applicable to any matter arising under or in connection with this Agreement, the Uniform Commercial Code of the State of New York shall govern.

Section 8.2 — Jurisdiction; Venue.

Each of Indemnitor and Guarantor hereby irrevocably and unconditionally submits to the exclusive jurisdiction of (a) the courts of the State of New York sitting in the County of New York (including the Supreme Court of the State of New York, New York County, and the Appellate Division of the Supreme Court of the State of New York, First Department) and (b) the United States District Court for the Southern District of New York, and any appellate court from any thereof, in any action, suit, or proceeding arising out of or relating to this Agreement or any of the transactions contemplated hereby or thereby, and agrees that all claims in respect of any such action, suit, or proceeding may be heard and determined in any such court. Each of Indemnitor and Guarantor hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, (i) any objection that it may now or hereafter have to the laying of venue of any action, suit, or proceeding arising out of or relating to this Agreement in any court referred to in this Section 8.2, and (ii) the defense of an inconvenient forum to the maintenance of any such action, suit, or proceeding in any such court. Each of Indemnitor and Guarantor agrees that a final judgment in any such action, suit, or proceeding shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment or in any other manner provided by law. Nothing in this Section 8.2 shall limit the right of Indemnitee to bring any action, suit, or proceeding against Indemnitor or Guarantor or any of their respective properties in the courts of any other jurisdiction to the extent permitted by applicable law.

Section 8.3 — Waiver of Jury Trial.

EACH OF INDEMNITOR, GUARANTOR, AND INDEMNITEE HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT T

ENVIRONMENTAL INDEMNITY AGREEMENT
June 15, 2025
HUDSON YARDS WEST MEZZANINE LLC, a Delaware limited liability company, as Indemnitor,
and
METROPOLITAN TRANSIT DEVELOPMENT CORP., a government instrumentality organized under the laws of Illinois, as Guarantor,
in favor of
GRANITE PEAK CAPITAL PARTNERS, LP, a Delaware limited partnership, as Indemnitee
Property: 450 West 34th Street, New York, New York 10001 (Block 729, Lots 1, 5, 12, 15, Borough of Manhattan)
Mezzanine Loan Amount: $200,000,000.00
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RECITALS
WHEREAS, Hudson Yards West Mezzanine LLC, a Delaware limited liability company ("Indemnitor"), is the owner of one hundred percent (100%) of the membership interests (collectively, the "Pledged Collateral") in Hudson Yards West Mortgage LLC, a Delaware limited liability company ("Mortgage Borrower"), which Mortgage Borrower is the owner of a leasehold interest in the real property located at 450 West 34th Street, New York, New York 10001, designated for real property tax purposes as Block 729, Lots 1, 5, 12, and 15, Borough of Manhattan, County and State of New York, together with all improvements now or hereafter erected thereon and all fixtures, easements, rights, privileges, and appurtenances thereto belonging or in any way appertaining (collectively, the "Property"), more particularly described in Exhibit A attached hereto and made a part hereof;
WHEREAS, Granite Peak Capital Partners, LP, a Delaware limited partnership ("Indemnitee" or "Mezzanine Lender"), has made or is about to make a mezzanine loan to Indemnitor in the original principal amount of Two Hundred Million and 00/100 Dollars ($200,000,000.00) (the "Mezzanine Loan") pursuant to that certain Mezzanine Loan Agreement of even date herewith between Indemnitor, as borrower, and Indemnitee, as lender (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Mezzanine Loan Agreement");
WHEREAS, the Mezzanine Loan is secured by, among other things, a first-priority pledge of the Pledged Collateral pursuant to that certain Pledge and Security Agreement of even date herewith executed by Indemnitor in favor of Indemnitee (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Pledge Agreement"), and the other documents, instruments, and agreements executed in connection with the Mezzanine Loan (collectively with the Mezzanine Loan Agreement and the Pledge Agreement, and as each may be amended, restated, supplemented, or otherwise modified from time to time, the "Mezzanine Loan Documents");
WHEREAS, Metropolitan Transit Development Corp., a government instrumentality organized under the laws of the State of Illinois ("Guarantor"), is the indirect owner and sponsor of Indemnitor and Mortgage Borrower, and has agreed to execute and deliver this Environmental Indemnity Agreement (this "Agreement") as additional security for the Mezzanine Loan, and Guarantor will materially benefit from the making of the Mezzanine Loan;
WHEREAS, Indemnitee requires the execution and delivery of this Agreement by Indemnitor and Guarantor as a condition precedent to making the Mezzanine Loan, and Indemnitee would not make the Mezzanine Loan absent the execution and delivery of this Agreement;
WHEREAS, Indemnitor and Guarantor each acknowledge and agree that Indemnitee would not make the Mezzanine Loan but for the execution, delivery, and performance of this Agreement by Indemnitor and Guarantor, and that Indemnitee is relying upon this Agreement in connection with the making of the Mezzanine Loan; and
WHEREAS, Mortgage Borrower and Guarantor have executed and delivered that certain Environmental Indemnity Agreement (Mortgage) of even date herewith in favor of Ironclad National Bank, N.A., in its capacity as administrative agent (the "Senior Agent") for certain lenders (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Senior Environmental Indemnity") in connection with the senior mortgage loan secured by, among other things, the Property (the "Senior Mortgage Loan"), and Indemnitor and Guarantor acknowledge that this Agreement is independent of and in addition to the Senior Environmental Indemnity and that the obligations of Indemnitor and Guarantor hereunder are not in any way limited, reduced, or affected by the existence of the Senior Environmental Indemnity.
NOW, THEREFORE, in consideration of the making of the Mezzanine Loan by Indemnitee, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Indemnitor and Guarantor hereby agree as follows:
ARTICLE 1 — DEFINITIONS
Section 1.1 — Defined Terms.
As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Mezzanine Loan Agreement.
(a) "Agreement" means this Environmental Indemnity Agreement, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with Section 8.5 hereof.
(b) "Environmental Claims" means any and all claims, demands, actions, causes of action, suits, proceedings (whether administrative, judicial, or otherwise), judgments, decrees, orders, penalties, fines, assessments, and administrative or judicial investigations or inquiries, in each case arising out of, relating to, resulting from, or in connection with (i) any actual or alleged violation of any Environmental Laws with respect to the Property, (ii) the presence, Release, threatened Release, generation, use, storage, treatment, transport, handling, or disposal of any Hazardous Materials on, at, in, under, from, or migrating to or from the Property, (iii) any actual or alleged contamination of the Property or of any surface water, groundwater, soil, air, or other environmental medium at, on, under, or emanating from the Property, (iv) the assertion of any Environmental Lien against the Property, or (v) any personal injury, property damage, natural resource damage, or economic loss arising from or relating to any of the foregoing.
(c) "Environmental Laws" means all federal, state, and local laws, statutes, regulations, rules, ordinances, codes, binding guidance documents, policies, permits, licenses, and orders relating to or imposing liability or standards of conduct concerning the protection of the environment, natural resources, public health, or safety, including, without limitation: the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (42 U.S.C. §§ 9601 et seq.) ("CERCLA"); the Resource Conservation and Recovery Act of 1976, as amended (42 U.S.C. §§ 6901 et seq.) ("RCRA"); the Federal Water Pollution Control Act (Clean Water Act) (33 U.S.C. §§ 1251 et seq.); the Clean Air Act (42 U.S.C. §§ 7401 et seq.); the Toxic Substances Control Act (15 U.S.C. §§ 2601 et seq.); the Safe Drinking Water Act (42 U.S.C. §§ 300f et seq.); the Federal Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. §§ 136 et seq.); the Occupational Safety and Health Act (29 U.S.C. §§ 651 et seq.) (to the extent relating to exposure to Hazardous Materials); the Emergency Planning and Community Right-to-Know Act (42 U.S.C. §§ 11001 et seq.); the Hazardous Materials Transportation Act (49 U.S.C. §§ 5101 et seq.); the New York Environmental Conservation Law ("NYS ECL"); the New York Navigation Law, Article 12; the New York City Administrative Code, Title 24; and all analogous state and local laws, rules, regulations, orders, and guidance documents, in each case as amended, supplemented, or replaced from time to time, together with all regulations promulgated thereunder and all judicial and administrative interpretations thereof.
(d) "Environmental Liens" means any lien, charge, encumbrance, security interest, or other claim on, against, or affecting the Property or any portion thereof, or the revenues, receipts, or profits therefrom, arising under or in connection with any Environmental Law, including, without limitation, any lien arising under CERCLA Section 107(l) (42 U.S.C. § 9607(l)), any state environmental super-lien statute, or any comparable provision of applicable federal, state, or local law.
(e) "Guarantor" means Metropolitan Transit Development Corp., a government instrumentality organized under the laws of the State of Illinois, and its successors and assigns.
(f) "Hazardous Materials" means, collectively, any substance, material, waste, pollutant, or contaminant that is or becomes defined, listed, classified, designated, or regulated as hazardous, toxic, radioactive, or dangerous, or as a pollutant or contaminant, under any Environmental Law, including, without limitation: (i) petroleum and petroleum products, including crude oil and any fraction or distillate thereof, petroleum-derived substances, petroleum hydrocarbons, and waste oil; (ii) asbestos and asbestos-containing materials in any form; (iii) polychlorinated biphenyls ("PCBs") and PCB-containing equipment; (iv) lead and lead-based paint; (v) mold, mycotoxins, fungi, and any microbial matter that could pose a threat to human health or the environment; (vi) radon gas; (vii) urea-formaldehyde foam insulation; (viii) radioactive materials, including naturally occurring radioactive materials ("NORM"); (ix) per- and polyfluoroalkyl substances ("PFAS"), including perfluorooctanoic acid ("PFOA") and perfluorooctane sulfonic acid ("PFOS"); (x) flammable, explosive, or infectious materials; (xi) any substance defined as a "hazardous substance" under CERCLA or as a "hazardous waste" under RCRA; (xii) any substance defined or regulated as a hazardous substance, hazardous waste, contaminant, pollutant, or toxic substance under the NYS ECL; and (xiii) any other substance, material, or waste, howsoever denominated, that is regulated pursuant to any Environmental Law.
(g) "Indemnified Parties" means, collectively, Indemnitee and its partners (including its limited partners), members, managers, officers, directors, shareholders, employees, agents, representatives, advisors, consultants, successors, assigns, participants, servicers, trustees, and any other persons or entities who acquire the Mezzanine Loan or any interest therein (whether by assignment, participation, pledge, or otherwise), and each of their respective affiliates, partners, members, managers, officers, directors, shareholders, employees, agents, representatives, successors, and assigns.
(h) "Indemnitor" means Hudson Yards West Mezzanine LLC, a Delaware limited liability company, and its successors and assigns.
(i) "Indemnitee" means Granite Peak Capital Partners, LP, a Delaware limited partnership, and its successors and assigns.
(j) "Intercreditor Agreement" means that certain Intercreditor Agreement of even date herewith among Indemnitee, Ironclad National Bank, N.A., as Senior Agent, and such other parties as may be signatories thereto, as the same may be amended, restated, supplemented, or otherwise modified from time to time.
(k) "Losses" means, collectively, any and all losses, liabilities, obligations, damages (including consequential, incidental, and punitive damages, but only to the extent consequential and punitive damages arise from or are payable in connection with third-party claims), penalties, fines, assessments, costs, and expenses, including, without limitation: (i) reasonable attorneys' fees and disbursements (including the allocated costs of in-house counsel); (ii) court costs and filing fees; (iii) expert witness fees and consultant fees; (iv) laboratory and analytical testing fees; (v) investigation, assessment, and monitoring costs; (vi) Remediation costs, including removal costs, response costs, and corrective action costs; (vii) closure and post-closure costs; (viii) natural resource damages and restoration costs; (ix) costs of compliance with Environmental Laws, including costs of obtaining and maintaining permits and approvals; (x) costs of implementing and maintaining institutional controls and engineering controls; (xi) any amounts paid in settlement of Environmental Claims; and (xii) any diminution in the value of the Pledged Collateral or the Property.
(l) "Mezzanine Loan" has the meaning set forth in the Recitals.
(m) "Mezzanine Loan Agreement" has the meaning set forth in the Recitals.
(n) "Mezzanine Loan Documents" has the meaning ascribed to such term in the Mezzanine Loan Agreement.
(o) "Mortgage Borrower" means Hudson Yards West Mortgage LLC, a Delaware limited liability company, and its successors and assigns.
(p) "Phase I ESA" means that certain Phase I Environmental Site Assessment dated March 20, 2025, prepared by Apex Environmental Consultants, Inc. (Project No. AEC-NY-25-0337), a copy of which has been delivered to Indemnitee.
(q) "Pledge Agreement" has the meaning set forth in the Recitals.
(r) "Pledged Collateral" has the meaning set forth in the Recitals.
(s) "Property" has the meaning set forth in the Recitals and is more particularly described in Exhibit A attached hereto.
(t) "Release" means any release, spill, emission, discharge, leaking, pumping, pouring, emptying, dumping, injection, escape, disposal, dispersal, migration, or leaching of Hazardous Materials into the indoor or outdoor environment, including into or upon the air (whether indoor or outdoor), soil, surface water, groundwater, sediment, land surface, subsurface strata, building components, or any other environmental medium, whether or not such release constitutes a violation of any Environmental Law.
(u) "Remediation" means any investigation, study, assessment, testing, sampling, monitoring, cleanup, containment, removal, remedial action, restoration, abatement, response action, corrective action, natural attenuation monitoring, institutional control, engineering control, or other action required or undertaken under any Environmental Law, or otherwise necessary to address any Release or threatened Release of Hazardous Materials, or any violation of Environmental Laws, with respect to the Property, whether undertaken voluntarily or pursuant to governmental order or directive.
(v) "Senior Environmental Indemnity" has the meaning set forth in the Recitals.
(w) "Senior Mortgage Loan" has the meaning set forth in the Recitals.
(x) "Survival Termination Date" has the meaning set forth in Section 7.2 hereof.
Section 1.2 — Rules of Construction.
The rules of construction set forth in the Mezzanine Loan Agreement are hereby incorporated by reference into this Agreement, mutatis mutandis, as if set forth herein in their entirety. In addition, and without limiting the generality of the foregoing:
(a) The singular shall include the plural, and the plural shall include the singular, as the context may require.
(b) The word "including" and words of similar import shall mean "including, without limitation" and shall not be construed to limit any general statement preceding such word to the specific or similar items or matters immediately following such word.
(c) The words "herein," "hereof," "hereunder," and words of similar import shall refer to this Agreement as a whole and not to any particular Article, Section, subsection, or other subdivision.
(d) References to Articles, Sections, subsections, Exhibits, and Schedules shall refer to the Articles, Sections, subsections, Exhibits, and Schedules of this Agreement, unless otherwise specified.
(e) References to any law, statute, regulation, or rule shall include all amendments, modifications, supplements, consolidations, replacements, and successor provisions thereto, and all regulations, rules, and guidance documents promulgated thereunder.
(f) References to any agreement or instrument shall mean such agreement or instrument as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.
(g) The use of the masculine, feminine, or neuter gender or the singular or plural form of words shall not limit the applicability of any provision of this Agreement to such gender or number as the context may require.
(h) Any reference to a "day" or "days" shall mean a calendar day or calendar days unless "business day" or "business days" is expressly specified.
ARTICLE 2 — REPRESENTATIONS AND WARRANTIES
Section 2.1 — Environmental Representations.
Indemnitor and Guarantor, jointly and severally, hereby represent and warrant to Indemnitee as of the date hereof, and such representations and warranties shall be deemed remade as of each date that Indemnitor delivers an environmental compliance certificate to Indemnitee pursuant to the Mezzanine Loan Agreement, as follows:
(a) Except as specifically disclosed in the Phase I ESA (Apex Environmental Consultants, Inc., Project No. AEC-NY-25-0337), a copy of which has been delivered to Indemnitee, and as set forth in Exhibit C attached hereto, no Hazardous Materials are present on, under, in, or about the Property (including the soil, groundwater, surface water, and subsurface strata thereof, and the buildings and other improvements thereon) in violation of any Environmental Laws or in amounts, concentrations, or conditions that require Remediation under any applicable Environmental Law.
(b) Neither Indemnitor, Guarantor, Mortgage Borrower, nor, to the knowledge of Indemnitor and Guarantor after due inquiry, any prior owner, operator, tenant, subtenant, licensee, or occupant of the Property, has caused or permitted any Release of Hazardous Materials at, on, under, from, or migrating to or from the Property, except as specifically disclosed in the Phase I ESA and set forth in Exhibit C hereto.
(c) No Environmental Claims of any kind are pending, or to the actual knowledge of Indemnitor or Guarantor (after due inquiry and investigation), threatened, with respect to the Property or any portion thereof, or against Indemnitor, Guarantor, or Mortgage Borrower in connection with the Property.
(d) No Environmental Liens encumber the Property or any portion thereof, and no actions have been taken or are pending that could reasonably be expected to result in the filing or imposition of any Environmental Lien on the Property.
(e) The Property is not listed on, and neither Indemnitor nor Guarantor has received notice that the Property is proposed for listing on, (i) the National Priorities List established pursuant to CERCLA (42 U.S.C. § 9605(a)(8)(B)), (ii) the Comprehensive Environmental Response, Compensation, and Liability Information System ("CERCLIS") or any successor database maintained by the United States Environmental Protection Agency, (iii) the New York State Registry of Inactive Hazardous Waste Disposal Sites maintained pursuant to 6 NYCRR Part 375, (iv) the New York State Brownfield Cleanup Program site list, or (v) any analogous federal, state, or local list of contaminated or potentially contaminated sites.
(f) No underground storage tanks ("USTs"), whether active, temporarily closed, or permanently closed or abandoned, exist on, at, or under the Property, except as specifically disclosed in the Phase I ESA and set forth in Exhibit C hereto. To the extent any USTs were previously located on the Property, all such USTs have been removed or closed in accordance with all applicable Environmental Laws, and all required closure documentation has been obtained from the applicable governmental authority.
(g) The Property is in compliance in all material respects with all applicable Environmental Laws, including, without limitation, with respect to all required permits, licenses, registrations, approvals, and authorizations necessary for the current and intended use and operation of the Property.
(h) No portion of the Property has been used, at any time, as a landfill, dump, waste disposal site, or disposal facility for Hazardous Materials, and no Hazardous Materials have been buried, disposed of, or abandoned on, in, or under the Property.
(i) True, correct, and complete copies of all environmental reports, studies, audits, assessments, investigations, and analyses relating to the Property that are in the possession or control of, or reasonably available to, Indemnitor, Guarantor, or Mortgage Borrower have been delivered to Indemnitee and are listed on Exhibit B attached hereto. All material information contained in such reports, studies, and other materials is accurate and complete in all material respects as of the dates thereof, and neither Indemnitor nor Guarantor has knowledge of any material facts or circumstances relating to the environmental condition of the Property that are inconsistent with or not reflected in such materials.
(j) The Phase I ESA was prepared in accordance with the American Society for Testing and Materials Standard Practice for Environmental Site Assessments: Phase I Environmental Site Assessment Process (ASTM E1527-21) and in conformity with the United States Environmental Protection Agency's Standards and Practices for All Appropriate Inquiries (40 C.F.R. Part 312). The Phase I ESA did not identify any recognized environmental conditions requiring a Phase II Environmental Site Assessment, except as specifically noted therein and described in Exhibit C hereto.
Section 2.2 — Survival of Representations and Warranties.
All representations and warranties made by Indemnitor and Guarantor in this Article 2 shall survive the closing of the Mezzanine Loan and the execution and delivery of the Mezzanine Loan Documents and shall continue in full force and effect until the Survival Termination Date as defined in Section 7.2 hereof, subject to the provisions of Section 7.2 regarding claims asserted prior to the Survival Termination Date. The representations and warranties set forth in this Article 2 shall not be affected or diminished by any investigation or knowledge of Indemnitee at any time.
ARTICLE 3 — COVENANTS
Section 3.1 — Compliance with Environmental Laws.
Indemnitor and Guarantor shall cause Mortgage Borrower and any lessee, sublessee, tenant, subtenant, licensee, operator, or occupant of the Property to comply with all applicable Environmental Laws in all material respects at all times during the term of the Mezzanine Loan and thereafter until the Survival Termination Date. Without limiting the generality of the foregoing, Indemnitor and Guarantor shall cause the Property to be operated and maintained in compliance with all permits, licenses, registrations, approvals, and authorizations required under Environmental Laws, and shall cause all such permits, licenses, registrations, approvals, and authorizations to be timely obtained, renewed, and maintained.
Section 3.2 — Prohibition on Hazardous Materials.
Indemnitor shall not, and shall cause Mortgage Borrower and each tenant, subtenant, licensee, operator, manager, and occupant of the Property not to, cause or permit any Hazardous Materials to be generated, manufactured, produced, refined, used, stored, treated, handled, transported, released, discharged, emitted, or disposed of on, under, in, or about the Property or transported to or from the Property, except (a) during the construction of improvements on the Property, in quantities and types customary for the construction of a mixed-use commercial development of similar type, scale, and complexity, and in strict compliance with all applicable Environmental Laws and all permits and approvals relating thereto, and (b) following substantial completion of construction, in quantities and types customary for the operation and maintenance of a first-class, mixed-use commercial development of similar type and scale (including, without limitation, customary cleaning supplies, office supplies, and building maintenance materials), and in strict compliance with all applicable Environmental Laws and all permits and approvals relating thereto.
Section 3.3 — Notice of Environmental Conditions.
Indemnitor and Guarantor shall promptly, and in no event later than five (5) business days after obtaining knowledge thereof, notify Indemnitee in writing of any of the following:
(a) The discovery of any Hazardous Materials on, at, in, under, or about the Property that were not previously disclosed to Indemnitee in the Phase I ESA, in Exhibit C hereto, or in any prior written notice delivered to Indemnitee pursuant to this Section 3.3;
(b) Any Release or threatened Release of Hazardous Materials at, on, under, from, or migrating to or from the Property;
(c) The receipt by Indemnitor, Guarantor, Mortgage Borrower, or any tenant, subtenant, or operator of the Property of any Environmental Claim, notice of violation, notice of potential liability, information request, complaint, order, directive, citation, summons, or other communication from any federal, state, or local governmental authority or any third party relating to Hazardous Materials or Environmental Laws with respect to the Property;
(d) The filing, recording, or imposition of any Environmental Lien against the Property or any portion thereof, or any notice of intent to file such a lien;
(e) Any change in the environmental condition of the Property, or any event, occurrence, or circumstance, that could reasonably be expected to (i) give rise to an Environmental Claim, (ii) result in a violation of Environmental Laws, (iii) result in a Release of Hazardous Materials, or (iv) otherwise have a material adverse effect on the environmental condition of the Property or the value of the Pledged Collateral; and
(f) Any proposed change in the use of the Property or any portion thereof that could reasonably be expected to increase the risk of environmental contamination or impose additional obligations under Environmental Laws.
Each such notice shall describe in reasonable detail the nature of the condition, event, or circumstance, the actions being taken or proposed to be taken in response thereto, and, to the extent known, the estimated costs of such actions.
Section 3.4 — Remediation Obligations.
If any Release of Hazardous Materials occurs at, on, under, from, or migrating to or from the Property, or if any violation of Environmental Laws exists or occurs with respect to the Property, Indemnitor and Guarantor shall, at their sole cost and expense, promptly commence and diligently prosecute to completion all Remediation necessary to (a) restore the Property to full compliance with all applicable Environmental Laws, (b) eliminate or mitigate any threat to human health or the environment arising from such Release or violation, and (c) satisfy all requirements of applicable governmental authorities. All Remediation plans, strategies, and work plans shall be submitted to Indemnitee for Indemnitee's prior written approval (such approval not to be unreasonably withheld, conditioned, or delayed), and all Remediation shall be performed by qualified environmental consultants and contractors who have been approved by Indemnitee in writing (such approval not to be unreasonably withheld, conditioned, or delayed). Indemnitor and Guarantor shall keep Indemnitee reasonably informed of the progress of all Remediation activities and shall promptly deliver to Indemnitee copies of all material reports, correspondence, and other documents relating to such Remediation, including any reports submitted to or received from governmental authorities.
Section 3.5 — No Environmental Liens.
Indemnitor shall not permit any Environmental Liens to be filed, recorded, or otherwise imposed against the Property or any portion thereof. If any Environmental Lien is filed, recorded, or otherwise imposed against the Property, Indemnitor shall, at its sole cost and expense, cause such Environmental Lien to be fully discharged, released, bonded over, or otherwise removed from the Property within thirty (30) calendar days after Indemnitor first becomes aware of such Environmental Lien. If Indemnitor fails to discharge, release, bond over, or otherwise remove any such Environmental Lien within such thirty (30) day period, Indemnitee shall have the right (but not the obligation) to take such action as Indemnitee deems necessary or appropriate to discharge, release, bond over, or otherwise remove such Environmental Lien, and all costs and expenses incurred by Indemnitee in connection therewith (including reasonable attorneys' fees and disbursements) shall be reimbursed by Indemnitor and Guarantor to Indemnitee on demand.
Section 3.6 — Access for Environmental Inspections.
Indemnitor and Guarantor shall provide Indemnitee and its agents, representatives, consultants, and contractors with access to the Property for the purpose of conducting environmental inspections, assessments, sampling, testing, monitoring, and investigations at any reasonable time during normal business hours upon not less than three (3) business days' prior written or electronic notice to Indemnitor; provided, however, that (a) no prior notice shall be required if an Event of Default (as defined in the Mezzanine Loan Agreement) has occurred and is continuing, and (b) in the event of any emergency or exigent circumstance involving a suspected Release or threatened Release, Indemnitee and its agents shall have immediate access to the Property without prior notice. Indemnitor shall cooperate fully with Indemnitee and its agents in connection with any such inspections, assessments, or investigations, including by providing access to all records, reports, and other documents relating to the environmental condition of the Property.
Section 3.7 — Additional Assessments.
Indemnitee shall have the right, at any time and from time to time, to engage environmental consultants selected by Indemnitee to perform additional environmental assessments, investigations, and analyses with respect to the Property, including, without limitation, Phase II Environmental Site Assessments, soil and groundwater sampling, vapor intrusion assessments, and indoor air quality testing. The cost of any such additional assessments shall be borne by Indemnitor and Guarantor (and reimbursed to Indemnitee promptly upon demand) to the extent that (i) an Event of Default under the Mezzanine Loan Agreement has occurred and is continuing, (ii) environmental contamination at the Property is suspected based on reasonable grounds (including, without limitation, the receipt of information indicating a potential Release, a change in the use of the Property, or a change in applicable Environmental Laws that may affect the Property), or (iii) such additional assessment is required by any governmental authority. In all other circumstances, the cost of any such additional assessments shall be borne by Indemnitee.
Section 3.8 — Construction Period Environmental Compliance.
During the construction of improvements on the Property (the "Construction Period"), Indemnitor shall, and shall cause Mortgage Borrower and the general contractor for the construction project, Cobalt Construction Group, Inc. (the "General Contractor"), and all subcontractors, material suppliers, and other persons performing work at the Property to:
(a) Comply with all applicable Environmental Laws relating to construction activities at the Property, including, without limitation, all requirements relating to the handling, storage, use, transport, and disposal of Hazardous Materials used or generated in connection with construction;
(b) Properly handle, segregate, transport, and dispose of all construction and demolition debris in accordance with all applicable Environmental Laws, including the New York State solid waste management regulations (6 NYCRR Part 360) and the applicable provisions of the New York City Administrative Code;
(c) Manage all dewatering activities in compliance with all applicable permits and authorizations, including all permits issued by the New York City Department of Environmental Protection ("NYCDEP") for discharge of construction dewatering effluent, and all applicable provisions of the Clean Water Act and New York State water quality standards;
(d) Implement and maintain a Stormwater Pollution Prevention Plan ("SWPPP") as required by the New York State Pollutant Discharge Elimination System ("SPDES") General Permit for Stormwater Discharges from Construction Activity (GP-0-20-001 or any successor permit);
(e) Monitor for and properly manage any Hazardous Materials encountered during excavation, demolition, or other construction activities, including, without limitation, any contaminated soil, contaminated groundwater, asbestos-containing materials, lead-based paint, and PCBs; and
(f) Maintain all records and documentation required by Environmental Laws in connection with construction activities and promptly provide copies thereof to Indemnitee upon request.
Section 3.9 — Environmental Insurance.
Indemnitor shall maintain, or cause to be maintained, environmental impairment liability insurance and/or pollution legal liability insurance, in such amounts, with such coverages, deductibles, retentions, and from such insurers, as required under the Mezzanine Loan Agreement. Such insurance policies shall name Indemnitee as an additional insured and/or loss payee, as applicable, and shall comply in all respects with the insurance requirements set forth in the Mezzanine Loan Agreement. Indemnitor shall deliver to Indemnitee evidence of such insurance as and when required under the Mezzanine Loan Agreement.
ARTICLE 4 — INDEMNIFICATION
Section 4.1 — General Indemnification.
Indemnitor and Guarantor, jointly and severally, shall indemnify, defend (with counsel reasonably acceptable to Indemnitee), protect, and hold harmless each of the Indemnified Parties from and against any and all Losses arising out of, relating to, resulting from, or in any way connected with any of the following:
(a) The presence, Release, threatened Release, generation, use, storage, treatment, handling, transport, or disposal of any Hazardous Materials on, at, in, under, from, or migrating to or from the Property, regardless of (i) when such condition first arose or existed, (ii) whether such condition was known or unknown, suspected or unsuspected, disclosed or undisclosed, at or prior to the date hereof, and (iii) whether caused or contributed to by Indemnitor, Guarantor, Mortgage Borrower, any tenant, subtenant, licensee, occupant, operator, contractor, subcontractor, invitee, or any other third party, or by natural conditions;
(b) Any actual or alleged violation of any Environmental Laws with respect to the Property or the ownership, use, occupancy, operation, or maintenance thereof;
(c) Any Environmental Claim asserted against any Indemnified Party in connection with or arising out of the Property or the environmental condition thereof, regardless of whether such Environmental Claim is ultimately determined to be with or without merit;
(d) Any Environmental Lien filed, recorded, or imposed against the Property or any portion thereof;
(e) Any breach of any representation, warranty, covenant, or obligation of Indemnitor or Guarantor contained in this Agreement;
(f) Any costs of Remediation of the Property or any adjacent, surrounding, or affected area, whether required by any governmental authority, ordered by any court or administrative tribunal, or voluntarily undertaken to prevent, mitigate, or address further contamination, migration of contamination, or threats to human health or the environment;
(g) Any diminution in the value of the Pledged Collateral or the Property resulting from, attributable to, or in any way connected with any condition, event, or circumstance described in clauses (a) through (f) above, including, without limitation, any diminution resulting from the stigma associated with environmental contamination; and
(h) Any costs incurred by any Indemnified Party in connection with environmental due diligence, testing, sampling, monitoring, assessment, or investigation prompted by the discovery of, or reasonable suspicion of, Hazardous Materials contamination at, on, under, or migrating from the Property, including, without limitation, the fees and expenses of environmental consultants, engineers, laboratories, and other professionals.
The foregoing indemnification shall apply regardless of whether any Indemnified Party is or was the owner, operator, occupier, or manager of the Property, and regardless of whether the Losses arise before, during, or after the term of the Mezzanine Loan.
Section 4.2 — Full Recourse; Not Limited by Mezzanine Loan Documents.
THE OBLIGATIONS OF INDEMNITOR AND GUARANTOR UNDER THIS AGREEMENT ARE FULL RECOURSE, PERSONAL, AND UNLIMITED OBLIGATIONS OF EACH OF INDEMNITOR AND GUARANTOR. Such obligations are not limited to, collateralized by, or payable solely from the Pledged Collateral, the Property, or any other collateral securing the Mezzanine Loan. The obligations of Indemnitor and Guarantor under this Agreement are not subject to, limited by, or affected by any non-recourse or exculpatory provisions, carve-out limitations, liability caps, or similar provisions contained in the Mezzanine Loan Agreement, the Pledge Agreement, any guaranty, or any other Mezzanine Loan Document. Without limiting the generality of the foregoing, the obligations of Indemnitor and Guarantor under this Agreement shall survive:
(i) the repayment, satisfaction, or discharge of the Mezzanine Loan, in whole or in part;
(ii) the release, termination, or discharge of the Pledge Agreement or any other Mezzanine Loan Document;
(iii) any foreclosure upon, UCC sale of, or deed-in-lieu or assignment-in-lieu of foreclosure with respect to the Pledged Collateral;
(iv) the exercise by Indemnitee of any remedies under the Pledge Agreement, the Mezzanine Loan Agreement, or any other Mezzanine Loan Document, including the exercise of remedies under Article 8 or Article 9 of the Uniform Commercial Code of the State of New York or any other applicable jurisdiction;
(v) any transfer, sale, conveyance, or assignment of the Pledged Collateral, the Property, or any interest therein; and
(vi) any bankruptcy, insolvency, reorganization, arrangement, composition, receivership, liquidation, dissolution, or similar proceeding involving Indemnitor, Guarantor, or Mortgage Borrower.
Section 4.3 — Independent Obligations.
The obligations of Indemnitor and Guarantor under this Agreement are independent of, separate from, and in addition to any obligations of Indemnitor, Guarantor, or Mortgage Borrower under the Mezzanine Loan Agreement, the Pledge Agreement, any guaranty (including any non-recourse carve-out guaranty or payment guaranty), or any other Mezzanine Loan Document. Indemnitee may pursue its remedies under this Agreement independently of, simultaneously with, or in addition to any remedies available under the Mezzanine Loan Agreement, the Pledge Agreement, or any other Mezzanine Loan Document, without first being required to (a) exhaust any remedies against Indemnitor, Guarantor, Mortgage Borrower, or any other party, (b) resort to or realize upon the Pledged Collateral or any other collateral, (c) institute any action or proceeding against Indemnitor, Guarantor, or Mortgage Borrower under any other agreement, or (d) take any other action whatsoever. The obligations of Indemnitor and Guarantor hereunder shall not be affected, diminished, or released by any extension, renewal, modification, waiver, forbearance, or compromise of any obligation under the Mezzanine Loan Documents.
Section 4.4 — Defense of Environmental Claims.
(a) If any Indemnified Party receives notice of any Environmental Claim or any threatened Environmental Claim, Indemnitee shall give Indemnitor and Guarantor prompt written notice thereof; provided, however, that the failure or delay by Indemnitee to give such notice shall not relieve Indemnitor or Guarantor of any obligation hereunder except to the extent that Indemnitor or Guarantor demonstrates actual material prejudice directly resulting from such failure or delay.
(b) Upon receipt of such notice, Indemnitor and Guarantor shall, at their sole cost and expense, promptly assume the defense of such Environmental Claim, including the retention of counsel reasonably acceptable to Indemnitee. Indemnitor and Guarantor shall keep Indemnitee reasonably informed of the status and progress of the defense and shall provide Indemnitee with copies of all material pleadings, correspondence, and other documents filed or received in connection therewith.
(c) Indemnitee shall have the right, but not the obligation, to participate in the defense of any Environmental Claim at its own expense through counsel of its own choosing. Notwithstanding the foregoing, if a conflict of interest exists or arises between the interests of any Indemnified Party and the interests of Indemnitor or Guarantor in connection with such Environmental Claim, or if Indemnitor and Guarantor fail to assume the defense of such Environmental Claim within thirty (30) days after receipt of notice thereof, Indemnitee shall have the right to assume or control the defense of such Environmental Claim, and all costs and expenses of such defense (including reasonable attorneys' fees and disbursements) shall be borne by Indemnitor and Guarantor.
(d) No settlement, compromise, or consent to judgment with respect to any Environmental Claim shall be made or entered into by Indemnitor or Guarantor without the prior written consent of Indemnitee, which consent shall not be unreasonably withheld, conditioned, or delayed. Indemnitee shall be entitled to withhold consent if the proposed settlement, compromise, or consent to judgment (i) does not include an unconditional release of all Indemnified Parties from all liability relating to such Environmental Claim, (ii) imposes any restriction, obligation, or condition on any Indemnified Party, or (iii) involves the payment of monetary damages or penalties that Indemnitor and Guarantor are unable or unwilling to pay.
Section 4.5 — Subrogation.
Following the full and indefeasible satisfaction of all of Indemnitor's and Guarantor's obligations under this Agreement with respect to any particular Environmental Claim or Losses, Indemnitor and Guarantor shall, to the extent permitted by applicable law, be subrogated to any rights of the Indemnified Parties to seek recovery, contribution, or reimbursement from any third parties responsible for or contributing to the contamination, Release, or Environmental Claim giving rise to such obligations. Indemnitee shall, at Indemnitor's sole cost and expense, cooperate reasonably with Indemnitor and Guarantor in the exercise of such subrogation rights, including by executing and delivering such instruments, assignments, and other documents as may be reasonably necessary or appropriate in connection therewith; provided, however, that Indemnitee shall not be required to incur any out-of-pocket costs or expenses or to assume any liabilities in connection therewith.
Section 4.6 — Duty to Mitigate.
Indemnitee shall use commercially reasonable efforts to mitigate Losses incurred in connection with any Environmental Claim or any condition giving rise to indemnification obligations under this Agreement; provided, however, that (a) no failure by Indemnitee to mitigate Losses shall reduce, eliminate, or otherwise affect the obligations of Indemnitor and Guarantor under this Agreement, (b) the costs and expenses incurred by Indemnitee in connection with any mitigation efforts shall constitute Losses for which Indemnitor and Guarantor are responsible under this Article 4, and (c) nothing in this Section 4.6 shall be construed to impose upon Indemnitee any obligation to take any particular action, to incur any particular cost or expense, or to refrain from exercising any right or remedy available to Indemnitee.
ARTICLE 5 — GUARANTOR PROVISIONS
Section 5.1 — Guarantor's Obligation.
Guarantor's obligations under this Agreement are primary and not secondary. Guarantor is a direct obligor and not merely a surety, and Guarantor is jointly and severally liable with Indemnitor for all obligations arising under this Agreement. Indemnitee may proceed directly against Guarantor without first proceeding against Indemnitor or any other party, and without first resorting to or exhausting any collateral or security, including the Pledged Collateral. Guarantor's obligations hereunder are absolute, unconditional, and irrevocable and shall not be subject to any counterclaim, set-off, deduction, diminution, abatement, recoupment, suspension, deferment, or defense (other than the defense of full and final payment and performance).
Section 5.2 — Waivers by Guarantor.
Guarantor hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable law:
(a) Notice of acceptance of this Agreement by Indemnitee or any Indemnified Party;
(b) Presentment, demand for payment or performance, protest, notice of protest, notice of dishonor, notice of nonpayment or nonperformance, and all other notices and demands of any kind whatsoever;
(c) Any requirement that Indemnitee first proceed against Indemnitor, Mortgage Borrower, or any other person or entity, or first resort to, exhaust, or realize upon the Pledged Collateral, the Property, or any other security or collateral, before proceeding against Guarantor under this Agreement;
(d) All rights of subrogation, contribution, reimbursement, and indemnity against Indemnitor, Mortgage Borrower, and any other person or entity, and all rights of recourse to any security or collateral for the Mezzanine Loan, in each case until the Mezzanine Loan has been indefeasibly repaid in full and all obligations of Indemnitor and Guarantor under the Mezzanine Loan Documents and this Agreement have been fully and finally discharged;
(e) Any defense arising by reason of any disability, lack of corporate or other authority, incapacity, dissolution, liquidation, or cessation of existence or liability of Indemnitor, Mortgage Borrower, or any other person or entity;
(f) Any defense based upon an election of remedies by Indemnitee, including any election to proceed under the Uniform Commercial Code, to foreclose upon the Pledged Collateral, to accept a deed-in-lieu or assignment-in-lieu, or to pursue any other remedy, that in any manner impairs, limits, modifies, discharges, or otherwise affects any right of Guarantor;
(g) Any statute of limitations or similar defense applicable to the enforcement of this Agreement, to the extent such waiver is permitted by applicable law, including any defense based upon the statute of limitations applicable to any Environmental Claim, any statute of repose, or any laches defense; and
(h) Any and all rights, defenses, and benefits that may be derived from or afforded by Illinois suretyship or guaranty statutes, including, without limitation, 735 ILCS 5/2-1401 and any analogous provision of the laws of any other jurisdiction, to the extent applicable to Guarantor's obligations under this Agreement.
Section 5.3 — Consents of Guarantor.
Guarantor hereby consents and agrees that Indemnitee may, at any time and from time to time, without notice to, demand upon, or consent of Guarantor, and without affecting, impairing, or releasing the liability of Guarantor under this Agreement:
(a) modify, amend, supplement, extend, renew, restate, replace, or waive compliance with any term, provision, or condition of this Agreement, the Mezzanine Loan Agreement, the Pledge Agreement, or any other Mezzanine Loan Document;
(b) grant extensions of time for payment or performance of any obligation under this Agreement or any Mezzanine Loan Document;
(c) release, substitute, add, or exchange any security or collateral for the Mezzanine Loan, including the Pledged Collateral;
(d) release, discharge, or compromise the liability of Indemnitor, Mortgage Borrower, or any other party liable under any Mezzanine Loan Document;
(e) settle, compromise, or release any claim against Indemnitor, Mortgage Borrower, or any other party; and
(f) take or refrain from taking any other action that might otherwise constitute a defense to, or discharge of, Guarantor's obligations hereunder.
Section 5.4 — Guarantor Financial Condition and Independent Investigation.
Guarantor represents and warrants to Indemnitee that (a) Guarantor has independently and without reliance upon Indemnitee or any of its agents, representatives, or advisors, conducted its own investigation of, and is fully familiar with, the environmental condition of the Property, and Guarantor has not relied upon Indemnitee's evaluation or assessment of the environmental condition of the Property in executing this Agreement; (b) Guarantor has received and reviewed copies of all environmental reports, assessments, and investigations listed on Exhibit B hereto and has had a full and fair opportunity to review and evaluate the same; (c) Guarantor has all necessary power, authority, and legal capacity to execute, deliver, and perform its obligations under this Agreement; and (d) this Agreement has been duly authorized, executed, and delivered by Guarantor and constitutes the legal, valid, and binding obligation of Guarantor, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights and remedies generally and to general principles of equity.
For the avoidance of doubt, Guarantor acknowledges that Indemnitee is relying upon, among other things, the creditworthiness and financial capacity of Guarantor in making the Mezzanine Loan. In this regard, Guarantor represents that, as of the date hereof: (i) Guarantor maintains a credit rating of A– as assigned by Pinnacle Ratings Group (Reference No. PRG-MTDC-A-2024-1187); and (ii) Guarantor had net assets of approximately Three Billion Seven Hundred Million and 00/100 Dollars ($3,700,000,000.00) as reflected in Guarantor's most recent audited financial statements for the fiscal year ended December 31, 2024, audited by Whitfield Albrecht & Co. LLP.
Section 5.5 — Reinstatement.
If at any time any payment or performance made by Indemnitor, Guarantor, or any other party in respect of any obligation under this Agreement is rescinded, avoided, set aside, invalidated, declared to be fraudulent or preferential, or must be returned, refunded, or disgorged for any reason whatsoever, including, without limitation, by reason of any judgment, order, or decree of any court or governmental authority, or by reason of the application of any federal, state, or local bankruptcy, insolvency, reorganization, receivership, fraudulent conveyance, fraudulent transfer, preference, or similar law, then Guarantor's obligations under this Agreement with respect to such payment or performance shall be reinstated, revived, and continued in full force and effect as though such payment or performance had not been made, and Guarantor shall be liable as if such payment or performance had never occurred.
ARTICLE 6 — RELATIONSHIP TO SENIOR ENVIRONMENTAL INDEMNITY
Section 6.1 — Acknowledgment of Senior Environmental Indemnity.
Indemnitor and Guarantor acknowledge the existence of the Senior Environmental Indemnity of even date herewith, executed and delivered by Mortgage Borrower and Guarantor in favor of Ironclad National Bank, N.A., as Senior Agent, in connection with the Senior Mortgage Loan. Indemnitor and Guarantor acknowledge and agree that the obligations of Indemnitor and Guarantor under this Agreement are independent of, separate from, and in addition to the obligations of Mortgage Borrower and Guarantor under the Senior Environmental Indemnity. The existence of the Senior Environmental Indemnity shall not limit, reduce, or otherwise affect the obligations of Indemnitor or Guarantor under this Agreement, and the exercise of rights or remedies by the Senior Agent under the Senior Environmental Indemnity shall not limit, reduce, or otherwise affect the rights or remedies of Indemnitee under this Agreement.
Section 6.2 — No Double Recovery.
Notwithstanding any provision of this Agreement to the contrary, Indemnitee shall not be entitled to recover any amount under this Agreement to the extent that such amount constitutes a duplication of recovery for the same Losses that have been actually and irrevocably recovered by Indemnitee from the same Indemnitor and/or Guarantor under the Senior Environmental Indemnity or any other agreement. For the avoidance of doubt, this limitation on recovery applies solely to the actual duplicative recovery of the same specific Losses and shall not be construed to limit or reduce the obligations of Indemnitor or Guarantor with respect to (a) any Losses that are independent of or additional to Losses recovered under the Senior Environmental Indemnity, (b) any Losses that were not fully recovered under the Senior Environmental Indemnity or any other agreement, or (c) any Losses for which the Indemnified Parties have not received actual payment or reimbursement.
Section 6.3 — Intercreditor Agreement.
The rights of Indemnitee under this Agreement are subject to the terms and provisions of the Intercreditor Agreement of even date herewith among Indemnitee, Ironclad National Bank, N.A., as Senior Agent, and such other parties as may be signatories thereto. Indemnitee's rights under this Agreement may be affected by the terms and provisions of the Intercreditor Agreement, including, without limitation, provisions relating to the priority of claims, allocation of recoveries, standstill periods, exercise of remedies, and other intercreditor matters. In the event of any conflict between the provisions of this Agreement and the provisions of the Intercreditor Agreement with respect to the rights and obligations as between Indemnitee and Ironclad National Bank, N.A. (or any successor Senior Agent), the provisions of the Intercreditor Agreement shall control; provided, however, that (i) no provision of the Intercreditor Agreement shall reduce or eliminate the obligations of Indemnitor or Guarantor to Indemnitee under this Agreement, and (ii) the Intercreditor Agreement shall not affect the rights of Indemnitee against Indemnitor or Guarantor except to the extent expressly provided therein.
ARTICLE 7 — SURVIVAL; TERMINATION
Section 7.1 — Survival.
The obligations of Indemnitor and Guarantor under this Agreement, including, without limitation, all indemnification, defense, and hold-harmless obligations set forth in Article 4, all obligations with respect to representations and warranties set forth in Article 2, and all covenants set forth in Article 3, shall survive and continue in full force and effect notwithstanding:
(a) The repayment, prepayment, or satisfaction of the Mezzanine Loan in full, whether at maturity, by acceleration, or otherwise;
(b) The release, termination, or discharge of the Pledge Agreement or any other Mezzanine Loan Document, whether by the terms thereof, by operation of law, or otherwise;
(c) Any foreclosure upon, UCC sale of, strict foreclosure with respect to, or acceptance of a deed-in-lieu, assignment-in-lieu, or other transfer in lieu of foreclosure with respect to, the Pledged Collateral or any portion thereof, or any other enforcement action or remedy exercised by Indemnitee with respect to the Pledged Collateral;
(d) The filing of any voluntary or involuntary petition for bankruptcy, insolvency, reorganization, arrangement, adjustment, composition, liquidation, dissolution, or similar proceeding by or against Indemnitor, Guarantor, Mortgage Borrower, or any other party, under Title 11 of the United States Code or any other applicable bankruptcy, insolvency, or similar law; and
(e) Any transfer, sale, conveyance, assignment, or other disposition of the Pledged Collateral, the Property, or any interest therein, whether voluntary or involuntary, by operation of law or otherwise.
Section 7.2 — Survival Termination Date.
The obligations of Indemnitor and Guarantor under this Agreement shall survive until the date (the "Survival Termination Date") that is the later of:
(a) the date that is three (3) years after the date of the indefeasible repayment and satisfaction in full of all amounts owing under the Mezzanine Loan and all other Mezzanine Loan Documents; and
(b) the expiration of the applicable statute of limitations (as such statute of limitations may be extended by any statutory or regulatory tolling period, discovery rule, or similar extension) for any Environmental Claims that (i) arose during the period beginning on the date of the making of the Mezzanine Loan and ending on the date of the indefeasible repayment in full thereof, or (ii) relate to environmental conditions existing during such period, regardless of when such conditions are first discovered.
Notwithstanding the foregoing, with respect to any Environmental Claim or any claim for Losses that has been asserted in writing by Indemnitee against Indemnitor or Guarantor prior to the Survival Termination Date, the obligations of Indemnitor and Guarantor under this Agreement with respect to such claim shall survive until the final, non-appealable resolution of such claim and the full and indefeasible satisfaction of all obligations of Indemnitor and Guarantor arising therefrom.
ARTICLE 8 — MISCELLANEOUS
Section 8.1 — Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to any conflicts-of-law principles that would result in the application of the laws of any other jurisdiction; provided, however, that Sections 5-1401 and 5-1402 of the New York General Obligations Law (and any successor provisions thereto) shall apply to this Agreement. To the extent that the Uniform Commercial Code of the State of New York is applicable to any matter arising under or in connection with this Agreement, the Uniform Commercial Code of the State of New York shall govern.
Section 8.2 — Jurisdiction; Venue.
Each of Indemnitor and Guarantor hereby irrevocably and unconditionally submits to the exclusive jurisdiction of (a) the courts of the State of New York sitting in the County of New York (including the Supreme Court of the State of New York, New York County, and the Appellate Division of the Supreme Court of the State of New York, First Department) and (b) the United States District Court for the Southern District of New York, and any appellate court from any thereof, in any action, suit, or proceeding arising out of or relating to this Agreement or any of the transactions contemplated hereby or thereby, and agrees that all claims in respect of any such action, suit, or proceeding may be heard and determined in any such court. Each of Indemnitor and Guarantor hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, (i) any objection that it may now or hereafter have to the laying of venue of any action, suit, or proceeding arising out of or relating to this Agreement in any court referred to in this Section 8.2, and (ii) the defense of an inconvenient forum to the maintenance of any such action, suit, or proceeding in any such court. Each of Indemnitor and Guarantor agrees that a final judgment in any such action, suit, or proceeding shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment or in any other manner provided by law. Nothing in this Section 8.2 shall limit the right of Indemnitee to bring any action, suit, or proceeding against Indemnitor or Guarantor or any of their respective properties in the courts of any other jurisdiction to the extent permitted by applicable law.
Section 8.3 — Waiver of Jury Trial.
EACH OF INDEMNITOR, GUARANTOR, AND INDEMNITEE HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT T

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