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

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ENVIRONMENTAL INDEMNITY AGREEMENT

HUDSON YARDS WEST MORTGAGE LLC, a Delaware limited liability company ("Indemnitor")

and

METROPOLITAN TRANSIT DEVELOPMENT CORP., an Illinois government instrumentality ("Guarantor" and, together with Indemnitor, the "Indemnitors")

in favor of

IRONCLAD NATIONAL BANK, N.A., a national banking association, as Administrative Agent ("Agent")

and

THE LENDERS PARTY TO THE LOAN AGREEMENT (together with Agent, the "Indemnitees")

Dated as of June 15, 2025

Property: 450 West 34th Street, New York, New York 10001

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RECITALS

WHEREAS, reference is made to that certain Senior Mortgage Loan Agreement of even date herewith (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Loan Agreement"), by and among Hudson Yards West Mortgage LLC, a Delaware limited liability company ("HYW Mortgage" or "Borrower"), as borrower, Ironclad National Bank, N.A., a national banking association ("Ironclad" or "Agent"), as administrative agent, and the syndicate of lenders from time to time party thereto (collectively, the "Lenders"), pursuant to which Agent and the Lenders have agreed to make a senior mortgage loan to Borrower in the original principal amount of Four Hundred Seventy-Five Million and 00/100 Dollars ($475,000,000.00) (the "Loan");

WHEREAS, reference is made to that certain Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing of even date herewith (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Mortgage"), granted by HYW Mortgage in favor of Agent for the benefit of the Lenders, encumbering the real property and improvements located at 450 West 34th Street, New York, New York 10001 (the "Property"), as more particularly described on Exhibit A attached hereto and made a part hereof;

WHEREAS, reference is made to that certain Guaranty of Recourse Obligations of even date herewith (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Guaranty"), executed by Metropolitan Transit Development Corp., an Illinois government instrumentality ("MTDC" or "Guarantor"), in favor of Agent for the benefit of the Lenders;

WHEREAS, the Property is located at 450 West 34th Street, New York, New York 10001, situated in the Borough of Manhattan, City of New York, State of New York, and identified on the Tax Map of the City of New York as Block 729, Lots 1, 5, 12, and 15, as more particularly described on Exhibit A attached hereto;

WHEREAS, as a material condition to the making of the Loan and the extension of credit by Agent and the Lenders under the Loan Agreement, Agent and the Lenders have required the execution and delivery of this Environmental Indemnity Agreement (this "Agreement") by the Indemnitors;

WHEREAS, reference is made to that certain Phase I Environmental Site Assessment prepared by Apex Environmental Consultants, Inc., bearing Project Number AEC-NY-25-0337, dated March 20, 2025 (as the same may be supplemented by any Phase II assessment, update, or supplemental report delivered to Agent, the "Environmental Report"), which has been delivered to Agent in connection with the Loan;

WHEREAS, each of the Indemnitors acknowledges and agrees that the Loan would not be made by Agent and the Lenders but for the execution and delivery of this Agreement by the Indemnitors, and that Agent and the Lenders are relying upon the representations, warranties, covenants, and indemnities set forth herein in making the Loan; and

WHEREAS, the Indemnitors desire to execute and deliver this Agreement to induce Agent and the Lenders to make the Loan to Borrower.

NOW, THEREFORE, in consideration of the making of the Loan by Agent and the Lenders, the mutual covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto 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:

"Agent" means Ironclad National Bank, N.A., a national banking association, acting in its capacity as Administrative Agent under the Loan Agreement for the benefit of the Lenders, and its successors and assigns in such capacity.

"Borrower" means Hudson Yards West Mortgage LLC, a Delaware limited liability company, together with its successors and permitted assigns.

"Business Day" has the meaning assigned to such term in the Loan Agreement.

"Default Rate" has the meaning assigned to such term in the Loan Agreement.

"Environmental Claim" means any and all claims, demands, causes of action, suits, proceedings, administrative actions, investigations, inquiries, notices of violation, notices of potential responsibility, compliance orders, consent orders, consent decrees, judgments, liens (including environmental liens and superliens), or any written or oral communication from any Governmental Authority or any third party alleging, asserting, or relating to any actual or potential liability or obligation (including any liability or obligation for investigatory costs, cleanup costs, governmental response costs, removal costs, remediation costs, natural resource damages, property damages, personal injuries, fines, or penalties) arising under or relating to any Environmental Law, in each case relating to or affecting the Property or the operations of any Indemnitor at, on, under, or in connection with the Property.

"Environmental Law" means, collectively: (a) the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 ("CERCLA"), 42 U.S.C. §§ 9601 et seq.; (b) the Resource Conservation and Recovery Act of 1976 ("RCRA"), 42 U.S.C. §§ 6901 et seq.; (c) the Federal Water Pollution Control Act (commonly known as the "Clean Water Act"), 33 U.S.C. §§ 1251 et seq.; (d) the Clean Air Act, 42 U.S.C. §§ 7401 et seq.; (e) the Toxic Substances Control Act ("TSCA"), 15 U.S.C. §§ 2601 et seq.; (f) the Hazardous Materials Transportation Act, 49 U.S.C. §§ 5101 et seq.; (g) the Federal Insecticide, Fungicide, and Rodenticide Act, 7 U.S.C. §§ 136 et seq.; (h) the Safe Drinking Water Act, 42 U.S.C. §§ 300f et seq.; (i) the New York Environmental Conservation Law (ECL); (j) the New York Navigation Law, Article 12; (k) Title 6 of the New York Codes, Rules and Regulations (6 NYCRR); (l) the New York City Administrative Code, Title 24 (Environmental Protection and Utilities); and (m) all other applicable federal, state, and local laws, statutes, ordinances, rules, regulations, codes, orders, judgments, decrees, directives, guidelines, policies, and common-law rules relating to pollution, protection of the environment, natural resources, or human health and safety (to the extent related to exposure to Hazardous Materials), or the use, handling, transportation, treatment, storage, disposal, Release, or threatened Release of Hazardous Materials, in each case as the same may have been or may hereafter be amended, supplemented, or replaced.

"Environmental Report" means that certain Phase I Environmental Site Assessment prepared by Apex Environmental Consultants, Inc. (Project No. AEC-NY-25-0337), dated March 20, 2025, delivered to Agent on or about March 20, 2025, together with any updates, Phase II environmental site assessments, supplemental site investigations, or other supplemental environmental reports delivered to Agent from time to time in connection with the Loan.

"Event of Default" has the meaning assigned to such term in the Loan Agreement.

"GMP Contract" means that certain Guaranteed Maximum Price Construction Contract (Contract No. CCG-HYW-2025-001), dated on or about the date hereof, by and between Borrower and Cobalt Construction Group, Inc., as general contractor, as the same may be amended, supplemented, or otherwise modified from time to time.

"Governmental Authority" means any federal, state, county, municipal, or local government or governmental or quasi-governmental authority, agency, board, bureau, commission, court, department, or instrumentality, including without limitation the United States Environmental Protection Agency ("EPA"), the New York State Department of Environmental Conservation ("NYSDEC"), the New York City Department of Environmental Protection ("NYCDEP"), and the New York City Department of Buildings ("NYCDOB").

"Guarantor" means Metropolitan Transit Development Corp., an Illinois government instrumentality, together with its successors and permitted assigns.

"Guaranty" has the meaning assigned to such term in the Recitals.

"Hazardous Materials" means any and all pollutants, contaminants, hazardous or toxic substances, materials, chemicals, or wastes (whether in solid, liquid, gaseous, semisolid, or any other form), including without limitation: (a) petroleum and petroleum products and byproducts (including crude oil, gasoline, diesel fuel, fuel oil, motor oil, used oil, and any fractions thereof); (b) asbestos and asbestos-containing materials ("ACMs"), in any form; (c) polychlorinated biphenyls ("PCBs") and any PCB-containing equipment; (d) lead and lead-based paint; (e) mold, mycotoxins, or other fungi at concentrations constituting a health hazard under applicable Governmental Authority guidelines or standards; (f) radon gas at concentrations exceeding current EPA action levels (4.0 pCi/L); (g) urea formaldehyde foam insulation; (h) radioactive materials and wastes; (i) per- and polyfluoroalkyl substances (PFAS); and (j) any other substances, materials, or wastes that are defined as, listed as, or otherwise classified as "hazardous substances," "hazardous materials," "hazardous wastes," "toxic substances," "toxic pollutants," "pollutants," "contaminants," or words of similar meaning or regulatory effect under any Environmental Law, including any "hazardous substance" as defined under Section 101(14) of CERCLA (42 U.S.C. § 9601(14)), any "hazardous waste" as defined under Section 1004(5) of RCRA (42 U.S.C. § 6903(5)), any "petroleum" or "petroleum product" as defined under applicable state law, and any "hazardous waste" or "hazardous substance" as defined under the New York Environmental Conservation Law.

"Indemnitees" means, collectively, Agent, each Lender under the Loan Agreement, and their respective successors, assigns, participants, directors, officers, employees, agents, representatives, affiliates, and participants, and each of them individually.

"Indemnitors" means, collectively, Borrower and Guarantor, and each of them individually.

"Lenders" means the financial institutions from time to time party to the Loan Agreement as lenders, including, as of the date hereof, Ironclad National Bank, N.A., Ridgeline Savings Bank, Atlas Mutual Insurance Company, Commonwealth Trust Company, Harborview Federal Savings Bank, and Meridian Pacific Bank, together with their respective successors and assigns.

"Loan" has the meaning assigned to such term in the Recitals.

"Loan Agreement" means that certain Senior Mortgage Loan Agreement dated as of June 15, 2025, by and among Borrower, Agent, and the Lenders, as the same may be amended, restated, supplemented, or otherwise modified from time to time.

"Loan Documents" has the meaning assigned to such term in the Loan Agreement, and includes this Agreement.

"Losses" means any and all losses, liabilities, damages (including without limitation consequential damages, special damages, punitive damages, exemplary damages, and treble damages to the extent imposed by or recoverable under Environmental Laws), claims, actions, causes of action, judgments, court costs, amounts paid in settlement, reasonable attorneys' fees and expenses (including the fees and expenses of appellate counsel), expert witness fees, consultants' fees and expenses, engineering fees, investigation costs, remediation costs, removal costs, monitoring costs, response costs (as defined in CERCLA), natural resource damage assessments and natural resource damages, fines, penalties, assessments, charges, and all other costs and expenses of any kind or nature whatsoever, whether direct or indirect, known or unknown, foreseen or unforeseen.

"Mezzanine Loan" means that certain mezzanine loan in the original principal amount of Two Hundred Million and 00/100 Dollars ($200,000,000.00) made by Granite Peak Capital Partners, LP, to the direct or indirect equity owner(s) of Borrower, as more particularly described in the Loan Agreement.

"Mortgage" has the meaning assigned to such term in the Recitals.

"Note" means the promissory note or promissory notes evidencing the Loan, as more particularly described in the Loan Agreement.

"Person" means any individual, corporation, partnership, limited liability company, trust, estate, governmental authority, or other entity.

"Property" means the real property described on Exhibit A attached hereto and made a part hereof, together with all buildings, structures, improvements, fixtures, and appurtenances now or hereafter located thereon, all rights, privileges, tenements, hereditaments, and appurtenances belonging or in any way appertaining thereto, and all easements, rights-of-way, and other interests associated therewith.

"Release" means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing, depositing, dispersing, migrating, or other releasing of any Hazardous Materials into or upon any land, water (including groundwater and surface water), air, or other environmental medium, whether intentional or unintentional, gradual or sudden, accidental or deliberate, and whether occurring on-site or resulting in off-site migration.

"Remediation" means any investigation, study, assessment, testing, monitoring, containment, removal, cleanup, treatment, abatement, restoration, risk assessment, corrective action, or other remedial or response action required, authorized, or undertaken under or in connection with any Environmental Law to address, respond to, or mitigate a Release or threatened Release of Hazardous Materials at, on, under, from, or affecting the Property, including the preparation and implementation of any remedial action plan, site management plan, or institutional or engineering controls.

Section 1.2 — Rules of Construction

(a) Capitalized terms used but not otherwise defined in this Agreement shall have the meanings assigned to such terms in the Loan Agreement.

(b) The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation" and shall not be construed to limit any general statement that they follow to the specific or similar items or matters immediately following them.

(c) References to any statute, law, regulation, or rule shall be deemed to refer to such statute, law, regulation, or rule as amended, supplemented, or replaced from time to time, and to include all rules and regulations promulgated thereunder.

(d) References to any Person shall include such Person's successors and permitted assigns.

(e) The section and article headings contained in this Agreement are included for convenience of reference only and shall not affect the meaning or interpretation of this Agreement.

(f) References to "this Agreement," "herein," "hereof," "hereunder," and words of similar import refer to this Environmental Indemnity Agreement in its entirety, as the same may be amended, restated, supplemented, or otherwise modified from time to time.

(g) Unless the context otherwise requires, (i) the singular includes the plural and vice versa, (ii) words importing a specific gender include all genders, and (iii) the word "or" is not exclusive.

(h) All references to "$" and "Dollars" refer to lawful money of the United States of America.

ARTICLE 2 — REPRESENTATIONS AND WARRANTIES

Each Indemnitor, jointly and severally, represents and warrants to Agent and each Indemnitee as of the date hereof and as of each date on which a disbursement of Loan proceeds is made as follows:

Section 2.1 — Environmental Condition of the Property

(a) Except as specifically disclosed in the Environmental Report, no Hazardous Materials are present at, on, in, under, or about the Property (including in the soil, surface water, groundwater, or ambient air at or beneath the Property) in violation of any Environmental Law, or in amounts, concentrations, or conditions that would reasonably be expected to give rise to liability under any Environmental Law or require investigation, Remediation, removal, monitoring, or other response action under any Environmental Law.

(b) No underground storage tanks ("USTs"), above-ground storage tanks, or other storage vessels (whether currently in use, temporarily closed, or abandoned) containing or having contained any Hazardous Materials are located on, at, or under the Property. To the extent any underground storage tanks were historically located on the Property, such tanks have been properly removed, closed, and decommissioned in accordance with all applicable Environmental Laws and the rules and regulations of NYSDEC, NYCDEP, and any other applicable Governmental Authority, and all associated soils and groundwater have been investigated and, where necessary, remediated to the satisfaction of the applicable Governmental Authority, and all required closure reports and no-further-action determinations have been obtained.

(c) No asbestos-containing materials ("ACMs") are present in the existing improvements on the Property; provided, however, that to the extent any ACMs are present in any improvements on the Property, Indemnitors represent and warrant that (i) a comprehensive asbestos survey has been conducted by a qualified environmental professional, (ii) a written operations and maintenance plan for the management of such ACMs has been prepared and implemented in accordance with all applicable Environmental Laws (including without limitation the requirements of the New York City Department of Environmental Protection and the United States Occupational Safety and Health Administration), and (iii) a true, correct, and complete copy of such operations and maintenance plan has been delivered to Agent.

(d) No polychlorinated biphenyls ("PCBs") are present at the Property in any form, including in any electrical transformers, capacitors, hydraulic fluids, or building materials, in violation of any Environmental Law. No lead-based paint is present at the Property other than in compliance with all applicable federal, state, and local laws and regulations, including without limitation the Residential Lead-Based Paint Hazard Reduction Act of 1992 (42 U.S.C. §§ 4851 et seq.) and HUD regulations thereunder, to the extent applicable. No mold, mycotoxins, or other fungi are present at the Property at concentrations constituting a health hazard under applicable guidelines of any Governmental Authority.

Section 2.2 — Compliance with Environmental Laws

(a) The Property and all current and past operations conducted thereon (to the knowledge of Indemnitors with respect to operations conducted prior to Borrower's period of ownership or control) are, and at all times relevant hereto have been, in material compliance with all Environmental Laws.

(b) All permits, licenses, registrations, approvals, consents, authorizations, and certifications required under any Environmental Law for the current and planned ownership, use, operation, development, and construction activities at the Property have been duly obtained and are in full force and effect, and no proceeding is pending or, to the knowledge of Indemnitors, threatened to revoke, suspend, modify, or fail to renew any such permit, license, registration, approval, consent, authorization, or certification. Indemnitors are in material compliance with all terms, conditions, and requirements of such permits, licenses, registrations, approvals, consents, authorizations, and certifications.

Section 2.3 — No Environmental Proceedings

(a) No Environmental Claim is pending or, to the knowledge of Indemnitors after due inquiry, threatened in writing or otherwise, with respect to the Property or the operations of any Indemnitor at the Property. No Governmental Authority or any third party has asserted or, to the knowledge of Indemnitors, intends to assert any Environmental Claim against any Indemnitor or the Property.

(b) Neither Borrower nor Guarantor nor any predecessor in title or interest to the Property has received any written or oral notice of violation, citation, complaint, information request (including any request for information issued under Section 104(e) of CERCLA, 42 U.S.C. § 9604(e), or any analogous provision of state or local law), demand letter, administrative order, consent order, directive, or notification from any Governmental Authority or any third party relating to or alleging the presence, Release, or threatened Release of Hazardous Materials at, on, under, or from the Property, or any violation of Environmental Laws with respect to the Property.

Section 2.4 — No Off-Site Disposal

No Hazardous Materials generated at, on, or in connection with the Property or the operations conducted thereon have been transported to, treated at, stored at, or disposed of at any site or facility that (a) is listed or proposed for listing on the National Priorities List ("NPL") maintained by the EPA pursuant to CERCLA, (b) is listed on the Comprehensive Environmental Response, Compensation, and Liability Information System ("CERCLIS") database, (c) is listed on the NYSDEC Registry of Inactive Hazardous Waste Disposal Sites, or (d) is listed on any equivalent list maintained by any state, county, municipal, or local Governmental Authority. To the knowledge of Indemnitors, no Hazardous Materials have been transported from the Property to any other location in a manner that has resulted in, or would reasonably be expected to result in, liability under any Environmental Law.

Section 2.5 — Environmental Report

(a) The Environmental Report has been delivered to Agent prior to the date hereof. Indemnitors have reviewed the Environmental Report and, to the best of their knowledge after due inquiry, the information provided by or on behalf of Indemnitors to Apex Environmental Consultants, Inc. in connection with the preparation of the Environmental Report was true, complete, and accurate in all material respects at the time so provided. Indemnitors have no knowledge of any material error, omission, or inaccuracy in the Environmental Report or of any material information that was not disclosed to the preparer of the Environmental Report.

(b) No conditions identified as recognized environmental conditions ("RECs"), controlled recognized environmental conditions ("CRECs"), or historical recognized environmental conditions ("HRECs") in the Environmental Report remain unresolved or unremediated as of the date hereof, except as expressly disclosed in writing to Agent and accepted by Agent in its sole and absolute discretion prior to the closing of the Loan. To the extent any de minimis conditions or business environmental risks were identified in the Environmental Report, Indemnitors represent that they have taken, or are taking, all actions necessary to address such conditions in compliance with Environmental Laws.

Section 2.6 — Ground Lease and Prior Uses

(a) Reference is made to that certain Ground Lease dated as of June 1, 2020 (recorded in the Office of the City Register of the City of New York, New York County, under City Register File Number CRFN 2020000198762) (the "Ground Lease"), pursuant to which the ground lessor has leased the Property to Borrower or its predecessor in interest. Indemnitors have disclosed to Agent all environmental information known to Indemnitors regarding the prior uses of the Property, including without limitation any environmental reports, assessments, investigations, correspondence with Governmental Authorities, regulatory filings, permits, and other environmental documentation obtained from or relating to the New York City Economic Development Corporation ("NYCEDC"), the Metropolitan Transportation Authority, and any other prior owner, operator, tenant, or occupant of the Property.

(b) To the knowledge of Indemnitors after due inquiry, the prior uses of the Property (including, without limitation, any historical use as railroad yards, industrial facilities, or transportation infrastructure) have not resulted in any Release or contamination of the Property that has not been fully remediated or otherwise addressed in accordance with applicable Environmental Laws, except as disclosed in the Environmental Report.

ARTICLE 3 — COVENANTS

Each Indemnitor, jointly and severally, covenants and agrees with Agent and each Indemnitee as follows:

Section 3.1 — Compliance with Environmental Laws

Indemnitors shall, at all times, cause the Property and all operations conducted thereon (including, without limitation, all construction, development, renovation, demolition, and tenant improvement activities conducted under the GMP Contract with Cobalt Construction Group, Inc., or under any other construction contract relating to the Property) to comply with all Environmental Laws in all material respects. Indemnitors shall promptly obtain, maintain in full force and effect, and comply with all permits, licenses, registrations, approvals, and authorizations required under any Environmental Law for the ownership, use, operation, development, and construction activities at the Property.

Section 3.2 — No Hazardous Materials

Indemnitors shall not cause, permit, suffer, or allow any Hazardous Materials to be brought onto, kept, used, stored, generated, manufactured, treated, recycled, Released, or disposed of at, on, in, under, or about the Property by any Indemnitor, any tenant, subtenant, licensee, contractor, subcontractor, agent, employee, invitee, or any other Person, except for:

(a) customary construction and building materials (including, without limitation, solvents, adhesives, sealants, paints, coatings, fuels, lubricants, and similar materials) reasonably necessary for the development and construction of improvements on the Property, provided that such materials are used, stored, handled, transported, and disposed of at all times in strict compliance with all Environmental Laws and in quantities that are customary for a project of the size and scope of the development contemplated at the Property;

(b) customary building maintenance, janitorial, and cleaning supplies and materials used in the ordinary course of operating and maintaining the improvements on the Property, in commercially reasonable quantities and at all times in compliance with all Environmental Laws; and

(c) petroleum products contained within the fuel tanks and hydraulic systems of vehicles, machinery, and equipment used in the ordinary course of construction and operation of the Property, provided that such vehicles, machinery, and equipment are properly maintained and that the use, storage, and handling of such petroleum products comply with all Environmental Laws.

Indemnitors shall not install or permit the installation of any underground storage tanks on the Property without the prior written consent of Agent.

Section 3.3 — Notices

Indemnitors shall promptly, and in any event within five (5) Business Days after obtaining knowledge thereof, notify Agent in writing of any of the following:

(a) any Release or threatened Release of Hazardous Materials at, on, in, under, or from the Property that is required to be reported to any Governmental Authority under any Environmental Law, or that could reasonably be expected to give rise to any Environmental Claim or any liability under any Environmental Law;

(b) any Environmental Claim received by any Indemnitor or, to the knowledge of any Indemnitor, asserted or threatened against any Indemnitor or the Property, including without limitation any notice of violation, citation, complaint, information request, demand letter, administrative order, consent order, directive, or other communication from any Governmental Authority or any third party;

(c) any non-compliance with, or violation of, any Environmental Law relating to the Property or the operations conducted thereon, whether or not such non-compliance or violation has been the subject of an Environmental Claim;

(d) the discovery of any previously unknown Hazardous Materials on, in, under, or about the Property, including without limitation the discovery of any underground storage tanks, ACMs, PCBs, lead-based paint, contaminated soils, or contaminated groundwater not previously identified in the Environmental Report or otherwise disclosed to Agent; and

(e) any change, modification, suspension, revocation, or non-renewal of any environmental permit, license, registration, approval, or authorization required for the ownership, use, operation, development, or construction activities at the Property, or any application for any new environmental permit or authorization.

Each such notice shall include a detailed description of the relevant circumstances, the Hazardous Materials involved (if applicable), the nature and scope of any contamination, the actions taken or proposed to be taken by Indemnitors in response thereto, and copies of all relevant correspondence, notices, orders, reports, and other documentation received by or available to Indemnitors.

Section 3.4 — Remediation

(a) In the event of any Release or presence of Hazardous Materials at, on, in, under, or from the Property in violation of any Environmental Law, or in amounts, concentrations, or conditions that require investigation, Remediation, removal, monitoring, or other response action under any Environmental Law, Indemnitors shall promptly, at Indemnitors' sole cost and expense:

(i) take all Remediation actions required by applicable Environmental Laws and reasonably necessary to protect human health and the environment, including without limitation the removal, containment, treatment, and monitoring of Hazardous Materials and the restoration of the Property (and any adjacent or affected properties) to a condition that satisfies all applicable cleanup standards, guidelines, and requirements of each applicable Governmental Authority; and

(ii) keep Agent fully and promptly informed of all Remediation activities, including by providing Agent with copies of all reports, correspondence, work plans, sampling data, laboratory analytical results, regulatory submissions, and other documentation relating to such Remediation.

(b) All Remediation shall be performed in accordance with and to the standard required by NYSDEC, NYCDEP, EPA, or any other applicable Governmental Authority having jurisdiction over the Property, and shall be conducted in a manner consistent with the preservation and protection of the value of the Property as collateral for the Loan. Without limiting the foregoing, Indemnitors shall cause all Remediation to be performed to the most stringent applicable cleanup standards under the New York State Environmental Remediation Programs (including, without limitation, the Brownfield Cleanup Program, the Voluntary Cleanup Program, and the Inactive Hazardous Waste Disposal Site Program, as applicable), unless Agent consents in writing to an alternative standard.

(c) Agent shall have the right, but not the obligation, to approve the scope, methodology, timeline, and objectives of any Remediation and the selection of environmental consultants, engineers, contractors, and laboratories engaged to perform such Remediation. Agent's approval shall not be unreasonably withheld, conditioned, or delayed; provided, however, that Agent's approval of any Remediation plan or consultant shall not constitute any assumption of responsibility or liability by any Indemnitee for the adequacy, sufficiency, or effectiveness of such Remediation.

Section 3.5 — Environmental Assessments

(a) Agent shall have the right, at any time and from time to time during the term of the Loan and thereafter (to the extent Indemnitors' obligations hereunder survive), to cause one or more environmental assessments, investigations, or audits (including Phase I environmental site assessments, Phase II environmental site assessments, subsurface investigations, groundwater monitoring, indoor air quality assessments, and any other assessments Agent deems appropriate) to be conducted at the Property by environmental consultants selected by Agent.

(b) Such assessments shall be conducted at Indemnitors' sole cost and expense if any one or more of the following conditions exists: (i) an Event of Default has occurred and is continuing under the Loan Agreement or any other Loan Document; (ii) Agent has a good-faith basis to believe that a Release of Hazardous Materials has occurred at, on, in, under, or from the Property, or that the Property is not in compliance with Environmental Laws; or (iii) such assessment is required by applicable law, regulation, or order of a Governmental Authority, or is required by the terms of any environmental permit or approval applicable to the Property. In the absence of any of the foregoing conditions, Agent may conduct such assessments at Agent's own expense.

(c) Indemnitors shall provide, and shall cause Borrower's tenants, contractors, subcontractors, and agents to provide, full access to the Property and all improvements thereon for purposes of any environmental assessment conducted pursuant to this Section 3.5, and shall cooperate fully with Agent and Agent's environmental consultants, including by providing copies of all environmental reports, records, manifests, permits, and other documentation in Indemnitors' possession or control relating to the environmental condition of the Property.

Section 3.6 — Contractor Compliance

(a) Indemnitors shall require Cobalt Construction Group, Inc. (as general contractor under the GMP Contract) and all subcontractors, materialmen, suppliers, and other parties performing work at the Property in connection with the construction, development, renovation, or demolition of improvements thereon, to comply with all Environmental Laws in connection with all construction activities at the Property, including without limitation the proper handling, use, storage, transportation, and disposal of all Hazardous Materials generated, used, or encountered during such construction activities.

(b) Indemnitors shall include, or cause to be included, environmental compliance provisions in the GMP Contract (Contract No. CCG-HYW-2025-001) and all subcontracts, purchase orders, and other agreements entered into in connection with construction activities at the Property, requiring each contractor and subcontractor to: (i) comply with all Environmental Laws; (ii) properly characterize, handle, transport, and dispose of all construction and demolition waste, excavated soils, and other materials containing or potentially containing Hazardous Materials; (iii) maintain all required environmental permits and approvals; (iv) immediately report to Borrower and Agent any Release or discovery of Hazardous Materials; and (v) indemnify and hold harmless Borrower and Agent from and against any Losses arising from such contractor's or subcontractor's failure to comply with Environmental Laws.

(c) Indemnitors shall use commercially reasonable efforts to monitor and enforce the environmental compliance obligations of all contractors and subcontractors performing work at the Property.

Section 3.7 — Insurance

(a) Indemnitors shall obtain and maintain, or cause to be obtained and maintained, throughout the term of the Loan (and for such additional period as may be required by Agent), an environmental impairment liability and/or pollution legal liability insurance policy (or policies) in form, scope, amount, and with insurers satisfactory to Agent in its reasonable discretion. Such insurance shall provide coverage for claims arising from the Release or threatened Release of Hazardous Materials at, on, in, under, or from the Property, including coverage for cleanup costs, third-party bodily injury, third-party property damage, and legal defense costs.

(b) All such insurance policies shall name Agent and Indemnitees as additional insureds and/or loss payees, as their interests may appear, and shall contain provisions requiring not less than thirty (30) days' prior written notice to Agent of any cancellation, non-renewal, or material modification of such policy. Indemnitors shall deliver to Agent certificates of insurance and, upon request, certified copies of all such policies, together with evidence of premium payment.

ARTICLE 4 — INDEMNIFICATION

Section 4.1 — General Environmental Indemnification

Indemnitors shall, jointly and severally, indemnify, protect, defend (with counsel reasonably satisfactory to Agent), and hold harmless each Indemnitee from and against any and all Losses imposed upon, incurred by, suffered by, or asserted against any Indemnitee, directly or indirectly, arising out of, resulting from, or in any way relating to any one or more of the following:

(a) the actual or alleged presence, Release, threatened Release, generation, storage, treatment, disposal, transportation, or migration of any Hazardous Materials at, on, in, under, from, or affecting the Property (including in the soil, surface water, groundwater, ambient air, or any other environmental medium at, beneath, or in the vicinity of the Property), whether such Hazardous Materials were present, Released, or disposed of before, during, or after the term of the Loan, and whether by any Indemnitor, any prior owner, operator, or occupant of the Property, any tenant, subtenant, or licensee, any contractor or subcontractor, or any other Person;

(b) any actual or alleged violation of or non-compliance with any Environmental Law relating to, arising from, or affecting the Property or the operations conducted thereon, whether occurring before, during, or after the term of the Loan;

(c) any Environmental Claim of any kind or nature, whether asserted by any Governmental Authority, any private party, any tenant, any employee, or any other Person;

(d) any breach of any representation, warranty, or covenant of any Indemnitor set forth in this Agreement, whether or not such breach results in an Environmental Claim;

(e) any Remediation required at, on, in, under, or about the Property, whether required by any Governmental Authority, by any Environmental Law, or as reasonably determined by Agent to be necessary to protect human health, the environment, or the value of the Property as collateral for the Loan;

(f) any claims by third parties (including without limitation neighboring property owners, tenants, employees, contractors, or members of the public) for personal injury (including illness, disease, or death), property damage, diminution in property value, business interruption, or natural resource damages arising from or relating to any Hazardous Materials at, on, in, under, from, or affecting the Property;

(g) any diminution in the fair market value of the Property or any reduction in the value of the Property as collateral for the Loan, in each case attributable to or resulting from the actual or alleged presence, Release, or threatened Release of Hazardous Materials at, on, in, under, or from the Property;

(h) the imposition, recording, or enforcement of any lien, encumbrance, or superlien on the Property or any portion thereof under any Environmental Law (including without limitation any lien arising under CERCLA, ECL § 71-2727, or Navigation Law § 181);

(i) any claim or liability arising from the off-site migration of Hazardous Materials originating at, on, in, or under the Property (whether through soil, groundwater, surface water, air, or any other pathway) to any neighboring or downgradient property or any other location; and

(j) any costs, fees, or expenses (including without limitation reasonable attorneys' fees, consultants' fees, expert fees, investigation costs, and court costs) incurred by any Indemnitee in connection with any of the foregoing.

Section 4.2 — Full Recourse; Unlimited Liability

(a) The indemnification obligations of the Indemnitors under this Agreement are full recourse obligations of each Indemnitor. The liability of each Indemnitor hereunder is unlimited in amount and is not subject to, limited by, or affected by any non-recourse, exculpation, or limitation-of-liability provisions contained in the Loan Agreement, the Note, the Mortgage, or any other Loan Document. Notwithstanding any provision of the Loan Agreement, the Note, or any other Loan Document that limits the personal liability of Borrower or any other Person, the obligations of each Indemnitor under this Agreement constitute the full personal recourse obligations of such Indemnitor, enforceable against such Indemnitor and all of its assets, properties, and revenues.

(b) Guarantor's liability under this Agreement is not limited by, and shall not be reduced or affected by, the amount of the Loan, the outstanding principal balance of the Note, the value of the Property, the value of any other collateral for the Loan, or the amount of any cap, limit, or threshold applicable to Guarantor's obligations under the Guaranty or any other Loan Document.

(c) The obligations of the Indemnitors under this Agreement are separate from, independent of, and in addition to the obligations of Borrower, Guarantor, and any other Person under the Guaranty, the Loan Agreement, the Note, the Mortgage, and all other Loan Documents. The indemnification obligations of the Indemnitors hereunder are not contingent upon, and shall not be affected by, the validity, enforceability, or exercise of any rights or remedies under any other Loan Document.

Section 4.3 — Survival

(a) The indemnification obligations, representations, warranties, and covenants of the Indemnitors contained in this Agreement (and the rights and remedies of the Indemnitees with respect thereto) shall survive in perpetuity, without regard to the passage of time, and shall continue in full force and effect notwithstanding and after:

(i) the repayment, satisfaction, or discharge in full of the Loan, the Note, and all other obligations under the Loan Documents;

(ii) the release, reconveyance, satisfaction, or discharge of the Mortgage or any other security instrument securing the Loan;

(iii) the foreclosure of the Mortgage, the delivery of a deed in lieu of foreclosure, the exercise of the power of sale (if applicable), or any other enforcement of the Mortgage or any other Loan Document, and any transfer of title to the Property in connection therewith;

(iv) the acquisition of title to the Property (or any portion thereof) by any Indemnitee, whether by foreclosure, deed in lieu of foreclosure, or otherwise;

(v) any voluntary or involuntary bankruptcy, insolvency, receivership, reorganization, dissolution, liquidation, assignment for the benefit of creditors, or similar proceeding involving any Indemnitor, Borrower, Guarantor, or any other Person; and

(vi) the expiration or termination of the Loan Agreement or any other Loan Document for any reason whatsoever.

(b) No statute of limitations, statute of repose, or other limitation period applicable to the Loan, the Note, the Mortgage, or any other Loan Document shall apply to or limit the obligations of the Indemnitors under this Agreement. The applicable statute of limitations or limitation period with respect to the obligations of the Indemnitors hereunder shall be determined solely by reference to the statute of limitations or limitation period governing the underlying Environmental Claim, Environmental Law, or cause of action to which such obligation relates.

Section 4.4 — Costs and Attorneys' Fees

In addition to any other amounts payable by the Indemnitors hereunder, Indemnitors shall reimburse Indemnitees for all costs, expenses, and reasonable attorneys' fees and disbursements (including without limitation the fees and expenses of Clearfield & Associates LLP or any other counsel retained by Agent or any Indemnitee) incurred by any Indemnitee in connection with (a) any Environmental Claim, whether or not such Environmental Claim results in litigation or an administrative proceeding, (b) the enforcement of this Agreement or any provision hereof, (c) any Remediation activities at or relating to the Property, (d) any environmental assessment, investigation, or audit conducted pursuant to Section 3.5 hereof, and (e) the exercise of any right or remedy of any Indemnitee under this Agreement, the Loan Documents, or applicable law.

Section 4.5 — No Limitation on Other Remedies

The indemnification obligations of the Indemnitors under this Article 4, and the rights and remedies of the Indemnitees with respect thereto, are in addition to, and not in limitation or restriction of, any other rights or remedies available to any Indemnitee under the Loan Documents, at law, in equity, or otherwise, including without limitation any rights or remedies available under CERCLA, RCRA, the New York Environmental Conservation Law, or any other Environmental Law. The exercise of any right or remedy under this Agreement shall not preclude the exercise of any other right or remedy, whether under this Agreement, the Loan Documents, or applicable law.

ARTICLE 5 — DUTY TO DEFEND AND REMEDIATE

Section 5.1 — Right to Defend

(a) Agent shall have the right, but not the obligation, at any time and from time to time, to participate in or assume control of the defense, negotiation, settlement, or other resolution of any Environmental Claim affecting or relating to the Property or any Indemnitee, whether such Environmental Claim is asserted by any Governmental Authority, any private party, or any other Person. If Agent elects to participate in or assume control of the defense or resolution of any Environmental Claim, Agent shall notify Indemnitors in writing of such election.

(b) If Agent elects to participate in or assume control of the defense or resolution of any Environmental Claim, Indemnitors shall cooperate fully and promptly with Agent and its counsel, consultants, and other representatives in connection therewith, including by (i) providing all relevant information, documents, records, and access to the Property, (ii) making available the testimony and cooperation of officers, employees, agents, and representatives of the Indemnitors, and (iii) executing such documents and taking such actions as Agent may reasonably request in connection with the defense or resolution of such Environmental Claim. All costs and expenses incurred by Agent in connection with such defense or resolution (including reasonable attorneys' fees and consultants' fees) shall be Losses reimbursable by the Indemnitors under Article 4 hereof.

Section 5.2 — Agent's Right to Remediate

(a) If any Indemnitor fails to commence and diligently pursue Remediation within thirty (30) days after written notice from Agent (or within such shorter period as may be necessary to address an imminent threat to human health or the environment, or as may be required by any Governmental Authority or any Environmental Law), Agent may (but shall not be obligated to) cause such Remediation to be performed at the Property, by environmental consultants and contractors selected by Agent, in such manner and to such extent as Agent determines, in its sole and absolute discretion, to be necessary or advisable.

(b) All costs and expenses incurred by Agent in connection with any Remediation performed pursuant to this Section 5.2 (including without limitation the fees and expenses of environmental consultants, contractors, engineers, laboratories, attorneys, and other professionals) shall constitute an additional obligation of the Indemnitors under this Agreement, shall be immediately due and payable upon demand by Agent, and shall bear interest from the date incurred by Agent until paid in full at the Default Rate specified in the Loan Agreement. Such costs and expenses, together with accrued interest thereon, shall be secured by all collateral securing the Loan to the extent permitted by the Loan Documents.

(c) No action or inaction by Agent pursuant to this Section 5.2 shall relieve any Indemnitor of any obligation under this Agreement, and Agent shall have no liability to any Indemnitor or any other Person for the adequacy, sufficiency, timeliness, or effectiveness of any Remediation conducted by or at the direction of Agent.

Section 5.3 — Settlements

No Indemnitor shall enter into, agree to, or consent to any settlement, compromise, consent order, no-further-action determination, or other resolution of any Environmental Claim without the prior written consent of Agent, which consent shall not be unreasonably withheld, conditioned, or delayed, so long as such settlement, compromise, consent order, or resolution satisfies each of the following conditions:

(a) the settlement does not impose any liability, obligation, restriction, or requirement on any Indemnitee, whether monetary or non-monetary;

(b) the settlement includes a full, unconditional, and irrevocable release and discharge of all Indemnitees from any and all claims, liabilities, and obligations arising from or relating to the subject matter of such Environmental Claim;

(c) the settlement does not result in the imposition of any lien, encumbrance, restriction on use, deed restriction, institutional control, engineering control, or other restriction on the Property or any portion thereof that could adversely affect the value of the Property, the ability of Agent to realize upon the Property as collateral, or the marketability of title to the Property; and

(d) the settlement does not include any admission of liability, fault, or wrongdoing by or on behalf of any Indemnitee.

ARTICLE 6 — OBLIGATIONS UNSECURED; RECOURSE

Section 6.1 — Unsecured Obligations

The obligations of the Indemnitors under this Agreement are unsecured personal obligations of each Indemnitor. The obligations of the Indemnitors hereunder are not secured by the Mortgage or any other Loan Document, and the Indemnitors' obligations under this Agreement are independent of and in addition to any security provided for the Loan; provided, however, that nothing in this Section 6.1 shall prevent, limit, or restrict Agent from exercising any of its rights or remedies under the Mortgage, the Loan Agreement, or any other Loan Document with respect to any matter arising from or relating to Hazardous Materials at or affecting the Property.

Section 6.2 — Joint and Several Liability

The obligations of Borrower and Guarantor under this Agreement are joint and several. Each Indemnitee may proceed against either or both Indemnitors, in any order and to any extent, for the enforcement of the obligations hereunder, without being required to proceed against the other Indemnitor or to exhaust any remedies against any other Person or any collateral. No Indemnitor may assert, as a defense to its obligations under this Agreement, any claim or defense that its liability is limited to, or should be reduced to, its proportionate share or allocable share of any Loss, and each Indemnitor waives any right of contribution, allocation, or apportionment that might otherwise be available under any Environmental Law or common-law principle.

Section 6.3 — No Limitation on Recourse

Notwithstanding any non-recourse, exculpation, or limitation-of-liability provision contained in the Loan Agreement, the Note, the Mortgage, or any other Loan Document, the obligations of each Indemnitor under this Agreement are and shall remain fully recourse obligations of such Indemnitor, enforceable against such Indemnitor and all of such Indemnitor's assets, properties, revenues, and interests. No Indemnitor shall assert any defense based on, or claim the benefit of, any non-recourse or exculpation provision in any Loan Document as a defense to or limitation upon its obligations under this Agreement.

Section 6.4 — Guarantor's Separate Obligations

The obligations of Guarantor under this Agreement are primary, absolute, unconditional, and independent of the obligations of Borrower. Agent and the Indemnitees need not proceed against Borrower, exhaust any collateral or security, pursue any other right or remedy, or institute any action or proceeding against Borrower or any other Person, before proceeding against Guarantor for the enforcement of Guarantor's obligations under this Agreement. The obligations of Guarantor hereunder shall not be affected, diminished, or released by any act, omission, or circumstance that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, including without limitation: (a) any modification or amendment of the Loan Documents; (b) any release, substitution, or impairment of any collateral; (c) any extension of time for payment or performance; (d) any settlement or compromise; (e) any failure or delay in exercising any right or remedy; (f) any change in the ownership or organizational structure of Borrower; (g) the invalidity, irregularity, or unenforceability of any Loan Document; or (h) any bankruptcy, insolvency, reorganization, or dissolution of Borrower.

ARTICLE 7 — WAIVERS BY INDEMNITORS

Section 7.1 — Waivers

To the fullest extent permitted by applicable law, each Indemnitor hereby irrevocably and unconditionally waives each of the following:

(a) notice of acceptance of this Agreement by Agent or any other Indemnitee;

(b) presentment, demand for payment, demand for performance, protest, and notice of protest, notice of dishonor, and notice of non-payment or non-performance;

(d) any right to require Agent or any other Indemnitee to proceed against Borrower, to exercise any right or remedy under the Mortgage or any other Loan Document, to proceed against or exhaust any collateral or security held by any Indemnitee, or to pursue any other Person before proceeding against such Indemnitor under this Agreement;

(e) any defense based on or arising from any statute of limitations, laches, or other limitation period applicable to any action or proceeding to enforce this Agreement, to the extent such waiver is permitted by applicable law;

(f) any defense based on or arising from any amendment, modification, supplement, restatement, extension, renewal, increase, decrease, restructuring, or other change in the terms of the Loan, the Loan Agreement, the Note, the Mortgage, or any other Loan Document, made without the consent of or notice to such Indemnitor;

(g) any defense arising from or based upon the bankruptcy, insolvency, receivership, reorganization, dissolution, liquidation, or cessation of existence of any Indemnitor, Borrower, Guarantor, or any other Person;

(h) any defense based on or arising from the unenforceability, illegality, invalidity, or voidability of any Loan Document, the Loan, or any other obligation of Borrower or any other Person;

(i) any right of subrogation, reimbursement, contribution, indemnity, exoneration, or other right of recovery against Borrower, the Property, or any other Person with respect to amounts paid by such Indemnitor under this Agreement, until such time as the Loan has been indefeasibly paid in full, all obligations under the Loan Documents have been fully satisfied and discharged, and all commitments of the Lenders under the Loan Agreement have been terminated; and

(j) any defense arising from any impairment, release, modification, or non-perfection of any collateral or security interest securing the Loan.

Section 7.2 — Waiver of Jury Trial

EACH INDEMNITOR AND AGENT (ON BEHALF OF ITSELF AND EACH OTHER INDEMNITEE) HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY, AND IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM, OR COUNTERCLAIM (WHETHER BASED IN CONTRACT, TORT, STATUTE, OR OTHERWISE) ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT, THE LOAN DOCUMENTS, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN), OR ACTIONS OF ANY PARTY HERETO RELATING TO THE SUBJECT MATTER HEREOF. THIS WAIVER IS A MATERIAL INDUCEMENT FOR AGENT AND THE LENDERS TO ENTER INTO THE LOAN AGREEMENT AND TO MAKE THE LOAN. EACH INDEMNITOR CERTIFIES THAT NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY INDEMNITEE HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH INDEMNITEE WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER.

ARTICLE 8 — RIGHTS OF AGENT

Section 8.1 — No Duty to Investigate

No Indemnitee shall have any obligation or duty to investigate, assess, monitor, or otherwise determine the environmental condition of the Property or to disclose to any Indemnitor any information regarding the environmental condition of the Property that may be known to or obtained by any Indemnitee. The acceptance by Agent of the Environmental Report or any other environmental report or assessment shall not constitute a representation, warranty, or guaranty by Agent or any Indemnitee as to the accuracy or completeness of any such report or assessment, and shall not diminish or affect the obligations of the Indemnitors under this Agreement.

Section 8.2 — No Liability of Agent

No Indemnitee shall be liable for, or incur any liability with respect to, any Hazardous Materials at, on, in, under, from, or affecting the Property by reason of (a) the holding of the Mortgage, any assignment of leases and rents, or any other security interest in the Property or any interest therein, (b) the exercise of any rights or remedies under the Mortgage, the Loan Agreement, or any other Loan Document (including, without limitation, the exercise of the power of sale, foreclosure, the appointment of a receiver, or the collection of rents), or (c) the acquisition of title to the Property by any Indemnitee, whether by foreclosure, deed in lieu of foreclosure, exercise of the power of sale, or otherwise. No action taken by any Indemnitee pursuant to this Agreement, the Mortgage, or any other Loan Document shall be deemed to constitute the management, control, or operation of the Property by such Indemnitee, or to render any Indemnitee an "owner" or "operator" of the Property within the meaning of CERCLA, RCRA, or any other Environmental Law.

Section 8.3 — Agent as Fiduciary

Agent acts under this Agreement solely in its capacity as Administrative Agent for the Lenders pursuant to the terms of the Loan Agreement. Agent shall have no fiduciary duty or obligation to any Indemnitor by reason of this Agreement, the Loan Agreement, or any other Loan Document. Agent shall be entitled to all of the rights, protections, immunities, and indemnities afforded to Agent under the Loan Agreement in its capacity as Administrative Agent.

ARTICLE 9 — SUBORDINATION AND SUBROGATION

Section 9.1 — Subordination of Claims

Until the Loan has been indefeasibly paid in full, all obligations of Borrower under the Loan Documents have been fully satisfied and discharged, and all commitments of the Lenders under the Loan Agreement have been irrevocably terminated, each Indemnitor hereby irrevocably and unconditionally subordinates any and all claims for subrogation, reimbursement, contribution, indemnity, exoneration, or other recovery that such Indemnitor may now or hereafter have against Borrower, the Property, or any other Person arising from or relating to any payments made by such Indemnitor under this Agreement. If, notwithstanding the foregoing, any Indemnitor receives any payment or distribution on account of any such subordinated claim before the Loan is indefeasibly paid in full, such Indemnitor shall hold such payment or distribution in trust for the

ENVIRONMENTAL INDEMNITY AGREEMENT
by
HUDSON YARDS WEST MORTGAGE LLC, a Delaware limited liability company ("Indemnitor")
and
METROPOLITAN TRANSIT DEVELOPMENT CORP., an Illinois government instrumentality ("Guarantor" and, together with Indemnitor, the "Indemnitors")
in favor of
IRONCLAD NATIONAL BANK, N.A., a national banking association, as Administrative Agent ("Agent")
and
THE LENDERS PARTY TO THE LOAN AGREEMENT (together with Agent, the "Indemnitees")
Dated as of June 15, 2025
Property: 450 West 34th Street, New York, New York 10001
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RECITALS
WHEREAS, reference is made to that certain Senior Mortgage Loan Agreement of even date herewith (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Loan Agreement"), by and among Hudson Yards West Mortgage LLC, a Delaware limited liability company ("HYW Mortgage" or "Borrower"), as borrower, Ironclad National Bank, N.A., a national banking association ("Ironclad" or "Agent"), as administrative agent, and the syndicate of lenders from time to time party thereto (collectively, the "Lenders"), pursuant to which Agent and the Lenders have agreed to make a senior mortgage loan to Borrower in the original principal amount of Four Hundred Seventy-Five Million and 00/100 Dollars ($475,000,000.00) (the "Loan");
WHEREAS, reference is made to that certain Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing of even date herewith (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Mortgage"), granted by HYW Mortgage in favor of Agent for the benefit of the Lenders, encumbering the real property and improvements located at 450 West 34th Street, New York, New York 10001 (the "Property"), as more particularly described on Exhibit A attached hereto and made a part hereof;
WHEREAS, reference is made to that certain Guaranty of Recourse Obligations of even date herewith (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Guaranty"), executed by Metropolitan Transit Development Corp., an Illinois government instrumentality ("MTDC" or "Guarantor"), in favor of Agent for the benefit of the Lenders;
WHEREAS, the Property is located at 450 West 34th Street, New York, New York 10001, situated in the Borough of Manhattan, City of New York, State of New York, and identified on the Tax Map of the City of New York as Block 729, Lots 1, 5, 12, and 15, as more particularly described on Exhibit A attached hereto;
WHEREAS, as a material condition to the making of the Loan and the extension of credit by Agent and the Lenders under the Loan Agreement, Agent and the Lenders have required the execution and delivery of this Environmental Indemnity Agreement (this "Agreement") by the Indemnitors;
WHEREAS, reference is made to that certain Phase I Environmental Site Assessment prepared by Apex Environmental Consultants, Inc., bearing Project Number AEC-NY-25-0337, dated March 20, 2025 (as the same may be supplemented by any Phase II assessment, update, or supplemental report delivered to Agent, the "Environmental Report"), which has been delivered to Agent in connection with the Loan;
WHEREAS, each of the Indemnitors acknowledges and agrees that the Loan would not be made by Agent and the Lenders but for the execution and delivery of this Agreement by the Indemnitors, and that Agent and the Lenders are relying upon the representations, warranties, covenants, and indemnities set forth herein in making the Loan; and
WHEREAS, the Indemnitors desire to execute and deliver this Agreement to induce Agent and the Lenders to make the Loan to Borrower.
NOW, THEREFORE, in consideration of the making of the Loan by Agent and the Lenders, the mutual covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto 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:
"Agent" means Ironclad National Bank, N.A., a national banking association, acting in its capacity as Administrative Agent under the Loan Agreement for the benefit of the Lenders, and its successors and assigns in such capacity.
"Borrower" means Hudson Yards West Mortgage LLC, a Delaware limited liability company, together with its successors and permitted assigns.
"Business Day" has the meaning assigned to such term in the Loan Agreement.
"Default Rate" has the meaning assigned to such term in the Loan Agreement.
"Environmental Claim" means any and all claims, demands, causes of action, suits, proceedings, administrative actions, investigations, inquiries, notices of violation, notices of potential responsibility, compliance orders, consent orders, consent decrees, judgments, liens (including environmental liens and superliens), or any written or oral communication from any Governmental Authority or any third party alleging, asserting, or relating to any actual or potential liability or obligation (including any liability or obligation for investigatory costs, cleanup costs, governmental response costs, removal costs, remediation costs, natural resource damages, property damages, personal injuries, fines, or penalties) arising under or relating to any Environmental Law, in each case relating to or affecting the Property or the operations of any Indemnitor at, on, under, or in connection with the Property.
"Environmental Law" means, collectively: (a) the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 ("CERCLA"), 42 U.S.C. §§ 9601 et seq.; (b) the Resource Conservation and Recovery Act of 1976 ("RCRA"), 42 U.S.C. §§ 6901 et seq.; (c) the Federal Water Pollution Control Act (commonly known as the "Clean Water Act"), 33 U.S.C. §§ 1251 et seq.; (d) the Clean Air Act, 42 U.S.C. §§ 7401 et seq.; (e) the Toxic Substances Control Act ("TSCA"), 15 U.S.C. §§ 2601 et seq.; (f) the Hazardous Materials Transportation Act, 49 U.S.C. §§ 5101 et seq.; (g) the Federal Insecticide, Fungicide, and Rodenticide Act, 7 U.S.C. §§ 136 et seq.; (h) the Safe Drinking Water Act, 42 U.S.C. §§ 300f et seq.; (i) the New York Environmental Conservation Law (ECL); (j) the New York Navigation Law, Article 12; (k) Title 6 of the New York Codes, Rules and Regulations (6 NYCRR); (l) the New York City Administrative Code, Title 24 (Environmental Protection and Utilities); and (m) all other applicable federal, state, and local laws, statutes, ordinances, rules, regulations, codes, orders, judgments, decrees, directives, guidelines, policies, and common-law rules relating to pollution, protection of the environment, natural resources, or human health and safety (to the extent related to exposure to Hazardous Materials), or the use, handling, transportation, treatment, storage, disposal, Release, or threatened Release of Hazardous Materials, in each case as the same may have been or may hereafter be amended, supplemented, or replaced.
"Environmental Report" means that certain Phase I Environmental Site Assessment prepared by Apex Environmental Consultants, Inc. (Project No. AEC-NY-25-0337), dated March 20, 2025, delivered to Agent on or about March 20, 2025, together with any updates, Phase II environmental site assessments, supplemental site investigations, or other supplemental environmental reports delivered to Agent from time to time in connection with the Loan.
"Event of Default" has the meaning assigned to such term in the Loan Agreement.
"GMP Contract" means that certain Guaranteed Maximum Price Construction Contract (Contract No. CCG-HYW-2025-001), dated on or about the date hereof, by and between Borrower and Cobalt Construction Group, Inc., as general contractor, as the same may be amended, supplemented, or otherwise modified from time to time.
"Governmental Authority" means any federal, state, county, municipal, or local government or governmental or quasi-governmental authority, agency, board, bureau, commission, court, department, or instrumentality, including without limitation the United States Environmental Protection Agency ("EPA"), the New York State Department of Environmental Conservation ("NYSDEC"), the New York City Department of Environmental Protection ("NYCDEP"), and the New York City Department of Buildings ("NYCDOB").
"Guarantor" means Metropolitan Transit Development Corp., an Illinois government instrumentality, together with its successors and permitted assigns.
"Guaranty" has the meaning assigned to such term in the Recitals.
"Hazardous Materials" means any and all pollutants, contaminants, hazardous or toxic substances, materials, chemicals, or wastes (whether in solid, liquid, gaseous, semisolid, or any other form), including without limitation: (a) petroleum and petroleum products and byproducts (including crude oil, gasoline, diesel fuel, fuel oil, motor oil, used oil, and any fractions thereof); (b) asbestos and asbestos-containing materials ("ACMs"), in any form; (c) polychlorinated biphenyls ("PCBs") and any PCB-containing equipment; (d) lead and lead-based paint; (e) mold, mycotoxins, or other fungi at concentrations constituting a health hazard under applicable Governmental Authority guidelines or standards; (f) radon gas at concentrations exceeding current EPA action levels (4.0 pCi/L); (g) urea formaldehyde foam insulation; (h) radioactive materials and wastes; (i) per- and polyfluoroalkyl substances (PFAS); and (j) any other substances, materials, or wastes that are defined as, listed as, or otherwise classified as "hazardous substances," "hazardous materials," "hazardous wastes," "toxic substances," "toxic pollutants," "pollutants," "contaminants," or words of similar meaning or regulatory effect under any Environmental Law, including any "hazardous substance" as defined under Section 101(14) of CERCLA (42 U.S.C. § 9601(14)), any "hazardous waste" as defined under Section 1004(5) of RCRA (42 U.S.C. § 6903(5)), any "petroleum" or "petroleum product" as defined under applicable state law, and any "hazardous waste" or "hazardous substance" as defined under the New York Environmental Conservation Law.
"Indemnitees" means, collectively, Agent, each Lender under the Loan Agreement, and their respective successors, assigns, participants, directors, officers, employees, agents, representatives, affiliates, and participants, and each of them individually.
"Indemnitors" means, collectively, Borrower and Guarantor, and each of them individually.
"Lenders" means the financial institutions from time to time party to the Loan Agreement as lenders, including, as of the date hereof, Ironclad National Bank, N.A., Ridgeline Savings Bank, Atlas Mutual Insurance Company, Commonwealth Trust Company, Harborview Federal Savings Bank, and Meridian Pacific Bank, together with their respective successors and assigns.
"Loan" has the meaning assigned to such term in the Recitals.
"Loan Agreement" means that certain Senior Mortgage Loan Agreement dated as of June 15, 2025, by and among Borrower, Agent, and the Lenders, as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"Loan Documents" has the meaning assigned to such term in the Loan Agreement, and includes this Agreement.
"Losses" means any and all losses, liabilities, damages (including without limitation consequential damages, special damages, punitive damages, exemplary damages, and treble damages to the extent imposed by or recoverable under Environmental Laws), claims, actions, causes of action, judgments, court costs, amounts paid in settlement, reasonable attorneys' fees and expenses (including the fees and expenses of appellate counsel), expert witness fees, consultants' fees and expenses, engineering fees, investigation costs, remediation costs, removal costs, monitoring costs, response costs (as defined in CERCLA), natural resource damage assessments and natural resource damages, fines, penalties, assessments, charges, and all other costs and expenses of any kind or nature whatsoever, whether direct or indirect, known or unknown, foreseen or unforeseen.
"Mezzanine Loan" means that certain mezzanine loan in the original principal amount of Two Hundred Million and 00/100 Dollars ($200,000,000.00) made by Granite Peak Capital Partners, LP, to the direct or indirect equity owner(s) of Borrower, as more particularly described in the Loan Agreement.
"Mortgage" has the meaning assigned to such term in the Recitals.
"Note" means the promissory note or promissory notes evidencing the Loan, as more particularly described in the Loan Agreement.
"Person" means any individual, corporation, partnership, limited liability company, trust, estate, governmental authority, or other entity.
"Property" means the real property described on Exhibit A attached hereto and made a part hereof, together with all buildings, structures, improvements, fixtures, and appurtenances now or hereafter located thereon, all rights, privileges, tenements, hereditaments, and appurtenances belonging or in any way appertaining thereto, and all easements, rights-of-way, and other interests associated therewith.
"Release" means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing, depositing, dispersing, migrating, or other releasing of any Hazardous Materials into or upon any land, water (including groundwater and surface water), air, or other environmental medium, whether intentional or unintentional, gradual or sudden, accidental or deliberate, and whether occurring on-site or resulting in off-site migration.
"Remediation" means any investigation, study, assessment, testing, monitoring, containment, removal, cleanup, treatment, abatement, restoration, risk assessment, corrective action, or other remedial or response action required, authorized, or undertaken under or in connection with any Environmental Law to address, respond to, or mitigate a Release or threatened Release of Hazardous Materials at, on, under, from, or affecting the Property, including the preparation and implementation of any remedial action plan, site management plan, or institutional or engineering controls.
Section 1.2 — Rules of Construction
(a) Capitalized terms used but not otherwise defined in this Agreement shall have the meanings assigned to such terms in the Loan Agreement.
(b) The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation" and shall not be construed to limit any general statement that they follow to the specific or similar items or matters immediately following them.
(c) References to any statute, law, regulation, or rule shall be deemed to refer to such statute, law, regulation, or rule as amended, supplemented, or replaced from time to time, and to include all rules and regulations promulgated thereunder.
(d) References to any Person shall include such Person's successors and permitted assigns.
(e) The section and article headings contained in this Agreement are included for convenience of reference only and shall not affect the meaning or interpretation of this Agreement.
(f) References to "this Agreement," "herein," "hereof," "hereunder," and words of similar import refer to this Environmental Indemnity Agreement in its entirety, as the same may be amended, restated, supplemented, or otherwise modified from time to time.
(g) Unless the context otherwise requires, (i) the singular includes the plural and vice versa, (ii) words importing a specific gender include all genders, and (iii) the word "or" is not exclusive.
(h) All references to "$" and "Dollars" refer to lawful money of the United States of America.
ARTICLE 2 — REPRESENTATIONS AND WARRANTIES
Each Indemnitor, jointly and severally, represents and warrants to Agent and each Indemnitee as of the date hereof and as of each date on which a disbursement of Loan proceeds is made as follows:
Section 2.1 — Environmental Condition of the Property
(a) Except as specifically disclosed in the Environmental Report, no Hazardous Materials are present at, on, in, under, or about the Property (including in the soil, surface water, groundwater, or ambient air at or beneath the Property) in violation of any Environmental Law, or in amounts, concentrations, or conditions that would reasonably be expected to give rise to liability under any Environmental Law or require investigation, Remediation, removal, monitoring, or other response action under any Environmental Law.
(b) No underground storage tanks ("USTs"), above-ground storage tanks, or other storage vessels (whether currently in use, temporarily closed, or abandoned) containing or having contained any Hazardous Materials are located on, at, or under the Property. To the extent any underground storage tanks were historically located on the Property, such tanks have been properly removed, closed, and decommissioned in accordance with all applicable Environmental Laws and the rules and regulations of NYSDEC, NYCDEP, and any other applicable Governmental Authority, and all associated soils and groundwater have been investigated and, where necessary, remediated to the satisfaction of the applicable Governmental Authority, and all required closure reports and no-further-action determinations have been obtained.
(c) No asbestos-containing materials ("ACMs") are present in the existing improvements on the Property; provided, however, that to the extent any ACMs are present in any improvements on the Property, Indemnitors represent and warrant that (i) a comprehensive asbestos survey has been conducted by a qualified environmental professional, (ii) a written operations and maintenance plan for the management of such ACMs has been prepared and implemented in accordance with all applicable Environmental Laws (including without limitation the requirements of the New York City Department of Environmental Protection and the United States Occupational Safety and Health Administration), and (iii) a true, correct, and complete copy of such operations and maintenance plan has been delivered to Agent.
(d) No polychlorinated biphenyls ("PCBs") are present at the Property in any form, including in any electrical transformers, capacitors, hydraulic fluids, or building materials, in violation of any Environmental Law. No lead-based paint is present at the Property other than in compliance with all applicable federal, state, and local laws and regulations, including without limitation the Residential Lead-Based Paint Hazard Reduction Act of 1992 (42 U.S.C. §§ 4851 et seq.) and HUD regulations thereunder, to the extent applicable. No mold, mycotoxins, or other fungi are present at the Property at concentrations constituting a health hazard under applicable guidelines of any Governmental Authority.
Section 2.2 — Compliance with Environmental Laws
(a) The Property and all current and past operations conducted thereon (to the knowledge of Indemnitors with respect to operations conducted prior to Borrower's period of ownership or control) are, and at all times relevant hereto have been, in material compliance with all Environmental Laws.
(b) All permits, licenses, registrations, approvals, consents, authorizations, and certifications required under any Environmental Law for the current and planned ownership, use, operation, development, and construction activities at the Property have been duly obtained and are in full force and effect, and no proceeding is pending or, to the knowledge of Indemnitors, threatened to revoke, suspend, modify, or fail to renew any such permit, license, registration, approval, consent, authorization, or certification. Indemnitors are in material compliance with all terms, conditions, and requirements of such permits, licenses, registrations, approvals, consents, authorizations, and certifications.
Section 2.3 — No Environmental Proceedings
(a) No Environmental Claim is pending or, to the knowledge of Indemnitors after due inquiry, threatened in writing or otherwise, with respect to the Property or the operations of any Indemnitor at the Property. No Governmental Authority or any third party has asserted or, to the knowledge of Indemnitors, intends to assert any Environmental Claim against any Indemnitor or the Property.
(b) Neither Borrower nor Guarantor nor any predecessor in title or interest to the Property has received any written or oral notice of violation, citation, complaint, information request (including any request for information issued under Section 104(e) of CERCLA, 42 U.S.C. § 9604(e), or any analogous provision of state or local law), demand letter, administrative order, consent order, directive, or notification from any Governmental Authority or any third party relating to or alleging the presence, Release, or threatened Release of Hazardous Materials at, on, under, or from the Property, or any violation of Environmental Laws with respect to the Property.
Section 2.4 — No Off-Site Disposal
No Hazardous Materials generated at, on, or in connection with the Property or the operations conducted thereon have been transported to, treated at, stored at, or disposed of at any site or facility that (a) is listed or proposed for listing on the National Priorities List ("NPL") maintained by the EPA pursuant to CERCLA, (b) is listed on the Comprehensive Environmental Response, Compensation, and Liability Information System ("CERCLIS") database, (c) is listed on the NYSDEC Registry of Inactive Hazardous Waste Disposal Sites, or (d) is listed on any equivalent list maintained by any state, county, municipal, or local Governmental Authority. To the knowledge of Indemnitors, no Hazardous Materials have been transported from the Property to any other location in a manner that has resulted in, or would reasonably be expected to result in, liability under any Environmental Law.
Section 2.5 — Environmental Report
(a) The Environmental Report has been delivered to Agent prior to the date hereof. Indemnitors have reviewed the Environmental Report and, to the best of their knowledge after due inquiry, the information provided by or on behalf of Indemnitors to Apex Environmental Consultants, Inc. in connection with the preparation of the Environmental Report was true, complete, and accurate in all material respects at the time so provided. Indemnitors have no knowledge of any material error, omission, or inaccuracy in the Environmental Report or of any material information that was not disclosed to the preparer of the Environmental Report.
(b) No conditions identified as recognized environmental conditions ("RECs"), controlled recognized environmental conditions ("CRECs"), or historical recognized environmental conditions ("HRECs") in the Environmental Report remain unresolved or unremediated as of the date hereof, except as expressly disclosed in writing to Agent and accepted by Agent in its sole and absolute discretion prior to the closing of the Loan. To the extent any de minimis conditions or business environmental risks were identified in the Environmental Report, Indemnitors represent that they have taken, or are taking, all actions necessary to address such conditions in compliance with Environmental Laws.
Section 2.6 — Ground Lease and Prior Uses
(a) Reference is made to that certain Ground Lease dated as of June 1, 2020 (recorded in the Office of the City Register of the City of New York, New York County, under City Register File Number CRFN 2020000198762) (the "Ground Lease"), pursuant to which the ground lessor has leased the Property to Borrower or its predecessor in interest. Indemnitors have disclosed to Agent all environmental information known to Indemnitors regarding the prior uses of the Property, including without limitation any environmental reports, assessments, investigations, correspondence with Governmental Authorities, regulatory filings, permits, and other environmental documentation obtained from or relating to the New York City Economic Development Corporation ("NYCEDC"), the Metropolitan Transportation Authority, and any other prior owner, operator, tenant, or occupant of the Property.
(b) To the knowledge of Indemnitors after due inquiry, the prior uses of the Property (including, without limitation, any historical use as railroad yards, industrial facilities, or transportation infrastructure) have not resulted in any Release or contamination of the Property that has not been fully remediated or otherwise addressed in accordance with applicable Environmental Laws, except as disclosed in the Environmental Report.
ARTICLE 3 — COVENANTS
Each Indemnitor, jointly and severally, covenants and agrees with Agent and each Indemnitee as follows:
Section 3.1 — Compliance with Environmental Laws
Indemnitors shall, at all times, cause the Property and all operations conducted thereon (including, without limitation, all construction, development, renovation, demolition, and tenant improvement activities conducted under the GMP Contract with Cobalt Construction Group, Inc., or under any other construction contract relating to the Property) to comply with all Environmental Laws in all material respects. Indemnitors shall promptly obtain, maintain in full force and effect, and comply with all permits, licenses, registrations, approvals, and authorizations required under any Environmental Law for the ownership, use, operation, development, and construction activities at the Property.
Section 3.2 — No Hazardous Materials
Indemnitors shall not cause, permit, suffer, or allow any Hazardous Materials to be brought onto, kept, used, stored, generated, manufactured, treated, recycled, Released, or disposed of at, on, in, under, or about the Property by any Indemnitor, any tenant, subtenant, licensee, contractor, subcontractor, agent, employee, invitee, or any other Person, except for:
(a) customary construction and building materials (including, without limitation, solvents, adhesives, sealants, paints, coatings, fuels, lubricants, and similar materials) reasonably necessary for the development and construction of improvements on the Property, provided that such materials are used, stored, handled, transported, and disposed of at all times in strict compliance with all Environmental Laws and in quantities that are customary for a project of the size and scope of the development contemplated at the Property;
(b) customary building maintenance, janitorial, and cleaning supplies and materials used in the ordinary course of operating and maintaining the improvements on the Property, in commercially reasonable quantities and at all times in compliance with all Environmental Laws; and
(c) petroleum products contained within the fuel tanks and hydraulic systems of vehicles, machinery, and equipment used in the ordinary course of construction and operation of the Property, provided that such vehicles, machinery, and equipment are properly maintained and that the use, storage, and handling of such petroleum products comply with all Environmental Laws.
Indemnitors shall not install or permit the installation of any underground storage tanks on the Property without the prior written consent of Agent.
Section 3.3 — Notices
Indemnitors shall promptly, and in any event within five (5) Business Days after obtaining knowledge thereof, notify Agent in writing of any of the following:
(a) any Release or threatened Release of Hazardous Materials at, on, in, under, or from the Property that is required to be reported to any Governmental Authority under any Environmental Law, or that could reasonably be expected to give rise to any Environmental Claim or any liability under any Environmental Law;
(b) any Environmental Claim received by any Indemnitor or, to the knowledge of any Indemnitor, asserted or threatened against any Indemnitor or the Property, including without limitation any notice of violation, citation, complaint, information request, demand letter, administrative order, consent order, directive, or other communication from any Governmental Authority or any third party;
(c) any non-compliance with, or violation of, any Environmental Law relating to the Property or the operations conducted thereon, whether or not such non-compliance or violation has been the subject of an Environmental Claim;
(d) the discovery of any previously unknown Hazardous Materials on, in, under, or about the Property, including without limitation the discovery of any underground storage tanks, ACMs, PCBs, lead-based paint, contaminated soils, or contaminated groundwater not previously identified in the Environmental Report or otherwise disclosed to Agent; and
(e) any change, modification, suspension, revocation, or non-renewal of any environmental permit, license, registration, approval, or authorization required for the ownership, use, operation, development, or construction activities at the Property, or any application for any new environmental permit or authorization.
Each such notice shall include a detailed description of the relevant circumstances, the Hazardous Materials involved (if applicable), the nature and scope of any contamination, the actions taken or proposed to be taken by Indemnitors in response thereto, and copies of all relevant correspondence, notices, orders, reports, and other documentation received by or available to Indemnitors.
Section 3.4 — Remediation
(a) In the event of any Release or presence of Hazardous Materials at, on, in, under, or from the Property in violation of any Environmental Law, or in amounts, concentrations, or conditions that require investigation, Remediation, removal, monitoring, or other response action under any Environmental Law, Indemnitors shall promptly, at Indemnitors' sole cost and expense:
(i) take all Remediation actions required by applicable Environmental Laws and reasonably necessary to protect human health and the environment, including without limitation the removal, containment, treatment, and monitoring of Hazardous Materials and the restoration of the Property (and any adjacent or affected properties) to a condition that satisfies all applicable cleanup standards, guidelines, and requirements of each applicable Governmental Authority; and
(ii) keep Agent fully and promptly informed of all Remediation activities, including by providing Agent with copies of all reports, correspondence, work plans, sampling data, laboratory analytical results, regulatory submissions, and other documentation relating to such Remediation.
(b) All Remediation shall be performed in accordance with and to the standard required by NYSDEC, NYCDEP, EPA, or any other applicable Governmental Authority having jurisdiction over the Property, and shall be conducted in a manner consistent with the preservation and protection of the value of the Property as collateral for the Loan. Without limiting the foregoing, Indemnitors shall cause all Remediation to be performed to the most stringent applicable cleanup standards under the New York State Environmental Remediation Programs (including, without limitation, the Brownfield Cleanup Program, the Voluntary Cleanup Program, and the Inactive Hazardous Waste Disposal Site Program, as applicable), unless Agent consents in writing to an alternative standard.
(c) Agent shall have the right, but not the obligation, to approve the scope, methodology, timeline, and objectives of any Remediation and the selection of environmental consultants, engineers, contractors, and laboratories engaged to perform such Remediation. Agent's approval shall not be unreasonably withheld, conditioned, or delayed; provided, however, that Agent's approval of any Remediation plan or consultant shall not constitute any assumption of responsibility or liability by any Indemnitee for the adequacy, sufficiency, or effectiveness of such Remediation.
Section 3.5 — Environmental Assessments
(a) Agent shall have the right, at any time and from time to time during the term of the Loan and thereafter (to the extent Indemnitors' obligations hereunder survive), to cause one or more environmental assessments, investigations, or audits (including Phase I environmental site assessments, Phase II environmental site assessments, subsurface investigations, groundwater monitoring, indoor air quality assessments, and any other assessments Agent deems appropriate) to be conducted at the Property by environmental consultants selected by Agent.
(b) Such assessments shall be conducted at Indemnitors' sole cost and expense if any one or more of the following conditions exists: (i) an Event of Default has occurred and is continuing under the Loan Agreement or any other Loan Document; (ii) Agent has a good-faith basis to believe that a Release of Hazardous Materials has occurred at, on, in, under, or from the Property, or that the Property is not in compliance with Environmental Laws; or (iii) such assessment is required by applicable law, regulation, or order of a Governmental Authority, or is required by the terms of any environmental permit or approval applicable to the Property. In the absence of any of the foregoing conditions, Agent may conduct such assessments at Agent's own expense.
(c) Indemnitors shall provide, and shall cause Borrower's tenants, contractors, subcontractors, and agents to provide, full access to the Property and all improvements thereon for purposes of any environmental assessment conducted pursuant to this Section 3.5, and shall cooperate fully with Agent and Agent's environmental consultants, including by providing copies of all environmental reports, records, manifests, permits, and other documentation in Indemnitors' possession or control relating to the environmental condition of the Property.
Section 3.6 — Contractor Compliance
(a) Indemnitors shall require Cobalt Construction Group, Inc. (as general contractor under the GMP Contract) and all subcontractors, materialmen, suppliers, and other parties performing work at the Property in connection with the construction, development, renovation, or demolition of improvements thereon, to comply with all Environmental Laws in connection with all construction activities at the Property, including without limitation the proper handling, use, storage, transportation, and disposal of all Hazardous Materials generated, used, or encountered during such construction activities.
(b) Indemnitors shall include, or cause to be included, environmental compliance provisions in the GMP Contract (Contract No. CCG-HYW-2025-001) and all subcontracts, purchase orders, and other agreements entered into in connection with construction activities at the Property, requiring each contractor and subcontractor to: (i) comply with all Environmental Laws; (ii) properly characterize, handle, transport, and dispose of all construction and demolition waste, excavated soils, and other materials containing or potentially containing Hazardous Materials; (iii) maintain all required environmental permits and approvals; (iv) immediately report to Borrower and Agent any Release or discovery of Hazardous Materials; and (v) indemnify and hold harmless Borrower and Agent from and against any Losses arising from such contractor's or subcontractor's failure to comply with Environmental Laws.
(c) Indemnitors shall use commercially reasonable efforts to monitor and enforce the environmental compliance obligations of all contractors and subcontractors performing work at the Property.
Section 3.7 — Insurance
(a) Indemnitors shall obtain and maintain, or cause to be obtained and maintained, throughout the term of the Loan (and for such additional period as may be required by Agent), an environmental impairment liability and/or pollution legal liability insurance policy (or policies) in form, scope, amount, and with insurers satisfactory to Agent in its reasonable discretion. Such insurance shall provide coverage for claims arising from the Release or threatened Release of Hazardous Materials at, on, in, under, or from the Property, including coverage for cleanup costs, third-party bodily injury, third-party property damage, and legal defense costs.
(b) All such insurance policies shall name Agent and Indemnitees as additional insureds and/or loss payees, as their interests may appear, and shall contain provisions requiring not less than thirty (30) days' prior written notice to Agent of any cancellation, non-renewal, or material modification of such policy. Indemnitors shall deliver to Agent certificates of insurance and, upon request, certified copies of all such policies, together with evidence of premium payment.
ARTICLE 4 — INDEMNIFICATION
Section 4.1 — General Environmental Indemnification
Indemnitors shall, jointly and severally, indemnify, protect, defend (with counsel reasonably satisfactory to Agent), and hold harmless each Indemnitee from and against any and all Losses imposed upon, incurred by, suffered by, or asserted against any Indemnitee, directly or indirectly, arising out of, resulting from, or in any way relating to any one or more of the following:
(a) the actual or alleged presence, Release, threatened Release, generation, storage, treatment, disposal, transportation, or migration of any Hazardous Materials at, on, in, under, from, or affecting the Property (including in the soil, surface water, groundwater, ambient air, or any other environmental medium at, beneath, or in the vicinity of the Property), whether such Hazardous Materials were present, Released, or disposed of before, during, or after the term of the Loan, and whether by any Indemnitor, any prior owner, operator, or occupant of the Property, any tenant, subtenant, or licensee, any contractor or subcontractor, or any other Person;
(b) any actual or alleged violation of or non-compliance with any Environmental Law relating to, arising from, or affecting the Property or the operations conducted thereon, whether occurring before, during, or after the term of the Loan;
(c) any Environmental Claim of any kind or nature, whether asserted by any Governmental Authority, any private party, any tenant, any employee, or any other Person;
(d) any breach of any representation, warranty, or covenant of any Indemnitor set forth in this Agreement, whether or not such breach results in an Environmental Claim;
(e) any Remediation required at, on, in, under, or about the Property, whether required by any Governmental Authority, by any Environmental Law, or as reasonably determined by Agent to be necessary to protect human health, the environment, or the value of the Property as collateral for the Loan;
(f) any claims by third parties (including without limitation neighboring property owners, tenants, employees, contractors, or members of the public) for personal injury (including illness, disease, or death), property damage, diminution in property value, business interruption, or natural resource damages arising from or relating to any Hazardous Materials at, on, in, under, from, or affecting the Property;
(g) any diminution in the fair market value of the Property or any reduction in the value of the Property as collateral for the Loan, in each case attributable to or resulting from the actual or alleged presence, Release, or threatened Release of Hazardous Materials at, on, in, under, or from the Property;
(h) the imposition, recording, or enforcement of any lien, encumbrance, or superlien on the Property or any portion thereof under any Environmental Law (including without limitation any lien arising under CERCLA, ECL § 71-2727, or Navigation Law § 181);
(i) any claim or liability arising from the off-site migration of Hazardous Materials originating at, on, in, or under the Property (whether through soil, groundwater, surface water, air, or any other pathway) to any neighboring or downgradient property or any other location; and
(j) any costs, fees, or expenses (including without limitation reasonable attorneys' fees, consultants' fees, expert fees, investigation costs, and court costs) incurred by any Indemnitee in connection with any of the foregoing.
Section 4.2 — Full Recourse; Unlimited Liability
(a) The indemnification obligations of the Indemnitors under this Agreement are full recourse obligations of each Indemnitor. The liability of each Indemnitor hereunder is unlimited in amount and is not subject to, limited by, or affected by any non-recourse, exculpation, or limitation-of-liability provisions contained in the Loan Agreement, the Note, the Mortgage, or any other Loan Document. Notwithstanding any provision of the Loan Agreement, the Note, or any other Loan Document that limits the personal liability of Borrower or any other Person, the obligations of each Indemnitor under this Agreement constitute the full personal recourse obligations of such Indemnitor, enforceable against such Indemnitor and all of its assets, properties, and revenues.
(b) Guarantor's liability under this Agreement is not limited by, and shall not be reduced or affected by, the amount of the Loan, the outstanding principal balance of the Note, the value of the Property, the value of any other collateral for the Loan, or the amount of any cap, limit, or threshold applicable to Guarantor's obligations under the Guaranty or any other Loan Document.
(c) The obligations of the Indemnitors under this Agreement are separate from, independent of, and in addition to the obligations of Borrower, Guarantor, and any other Person under the Guaranty, the Loan Agreement, the Note, the Mortgage, and all other Loan Documents. The indemnification obligations of the Indemnitors hereunder are not contingent upon, and shall not be affected by, the validity, enforceability, or exercise of any rights or remedies under any other Loan Document.
Section 4.3 — Survival
(a) The indemnification obligations, representations, warranties, and covenants of the Indemnitors contained in this Agreement (and the rights and remedies of the Indemnitees with respect thereto) shall survive in perpetuity, without regard to the passage of time, and shall continue in full force and effect notwithstanding and after:
(i) the repayment, satisfaction, or discharge in full of the Loan, the Note, and all other obligations under the Loan Documents;
(ii) the release, reconveyance, satisfaction, or discharge of the Mortgage or any other security instrument securing the Loan;
(iii) the foreclosure of the Mortgage, the delivery of a deed in lieu of foreclosure, the exercise of the power of sale (if applicable), or any other enforcement of the Mortgage or any other Loan Document, and any transfer of title to the Property in connection therewith;
(iv) the acquisition of title to the Property (or any portion thereof) by any Indemnitee, whether by foreclosure, deed in lieu of foreclosure, or otherwise;
(v) any voluntary or involuntary bankruptcy, insolvency, receivership, reorganization, dissolution, liquidation, assignment for the benefit of creditors, or similar proceeding involving any Indemnitor, Borrower, Guarantor, or any other Person; and
(vi) the expiration or termination of the Loan Agreement or any other Loan Document for any reason whatsoever.
(b) No statute of limitations, statute of repose, or other limitation period applicable to the Loan, the Note, the Mortgage, or any other Loan Document shall apply to or limit the obligations of the Indemnitors under this Agreement. The applicable statute of limitations or limitation period with respect to the obligations of the Indemnitors hereunder shall be determined solely by reference to the statute of limitations or limitation period governing the underlying Environmental Claim, Environmental Law, or cause of action to which such obligation relates.
Section 4.4 — Costs and Attorneys' Fees
In addition to any other amounts payable by the Indemnitors hereunder, Indemnitors shall reimburse Indemnitees for all costs, expenses, and reasonable attorneys' fees and disbursements (including without limitation the fees and expenses of Clearfield & Associates LLP or any other counsel retained by Agent or any Indemnitee) incurred by any Indemnitee in connection with (a) any Environmental Claim, whether or not such Environmental Claim results in litigation or an administrative proceeding, (b) the enforcement of this Agreement or any provision hereof, (c) any Remediation activities at or relating to the Property, (d) any environmental assessment, investigation, or audit conducted pursuant to Section 3.5 hereof, and (e) the exercise of any right or remedy of any Indemnitee under this Agreement, the Loan Documents, or applicable law.
Section 4.5 — No Limitation on Other Remedies
The indemnification obligations of the Indemnitors under this Article 4, and the rights and remedies of the Indemnitees with respect thereto, are in addition to, and not in limitation or restriction of, any other rights or remedies available to any Indemnitee under the Loan Documents, at law, in equity, or otherwise, including without limitation any rights or remedies available under CERCLA, RCRA, the New York Environmental Conservation Law, or any other Environmental Law. The exercise of any right or remedy under this Agreement shall not preclude the exercise of any other right or remedy, whether under this Agreement, the Loan Documents, or applicable law.
ARTICLE 5 — DUTY TO DEFEND AND REMEDIATE
Section 5.1 — Right to Defend
(a) Agent shall have the right, but not the obligation, at any time and from time to time, to participate in or assume control of the defense, negotiation, settlement, or other resolution of any Environmental Claim affecting or relating to the Property or any Indemnitee, whether such Environmental Claim is asserted by any Governmental Authority, any private party, or any other Person. If Agent elects to participate in or assume control of the defense or resolution of any Environmental Claim, Agent shall notify Indemnitors in writing of such election.
(b) If Agent elects to participate in or assume control of the defense or resolution of any Environmental Claim, Indemnitors shall cooperate fully and promptly with Agent and its counsel, consultants, and other representatives in connection therewith, including by (i) providing all relevant information, documents, records, and access to the Property, (ii) making available the testimony and cooperation of officers, employees, agents, and representatives of the Indemnitors, and (iii) executing such documents and taking such actions as Agent may reasonably request in connection with the defense or resolution of such Environmental Claim. All costs and expenses incurred by Agent in connection with such defense or resolution (including reasonable attorneys' fees and consultants' fees) shall be Losses reimbursable by the Indemnitors under Article 4 hereof.
Section 5.2 — Agent's Right to Remediate
(a) If any Indemnitor fails to commence and diligently pursue Remediation within thirty (30) days after written notice from Agent (or within such shorter period as may be necessary to address an imminent threat to human health or the environment, or as may be required by any Governmental Authority or any Environmental Law), Agent may (but shall not be obligated to) cause such Remediation to be performed at the Property, by environmental consultants and contractors selected by Agent, in such manner and to such extent as Agent determines, in its sole and absolute discretion, to be necessary or advisable.
(b) All costs and expenses incurred by Agent in connection with any Remediation performed pursuant to this Section 5.2 (including without limitation the fees and expenses of environmental consultants, contractors, engineers, laboratories, attorneys, and other professionals) shall constitute an additional obligation of the Indemnitors under this Agreement, shall be immediately due and payable upon demand by Agent, and shall bear interest from the date incurred by Agent until paid in full at the Default Rate specified in the Loan Agreement. Such costs and expenses, together with accrued interest thereon, shall be secured by all collateral securing the Loan to the extent permitted by the Loan Documents.
(c) No action or inaction by Agent pursuant to this Section 5.2 shall relieve any Indemnitor of any obligation under this Agreement, and Agent shall have no liability to any Indemnitor or any other Person for the adequacy, sufficiency, timeliness, or effectiveness of any Remediation conducted by or at the direction of Agent.
Section 5.3 — Settlements
No Indemnitor shall enter into, agree to, or consent to any settlement, compromise, consent order, no-further-action determination, or other resolution of any Environmental Claim without the prior written consent of Agent, which consent shall not be unreasonably withheld, conditioned, or delayed, so long as such settlement, compromise, consent order, or resolution satisfies each of the following conditions:
(a) the settlement does not impose any liability, obligation, restriction, or requirement on any Indemnitee, whether monetary or non-monetary;
(b) the settlement includes a full, unconditional, and irrevocable release and discharge of all Indemnitees from any and all claims, liabilities, and obligations arising from or relating to the subject matter of such Environmental Claim;
(c) the settlement does not result in the imposition of any lien, encumbrance, restriction on use, deed restriction, institutional control, engineering control, or other restriction on the Property or any portion thereof that could adversely affect the value of the Property, the ability of Agent to realize upon the Property as collateral, or the marketability of title to the Property; and
(d) the settlement does not include any admission of liability, fault, or wrongdoing by or on behalf of any Indemnitee.
ARTICLE 6 — OBLIGATIONS UNSECURED; RECOURSE
Section 6.1 — Unsecured Obligations
The obligations of the Indemnitors under this Agreement are unsecured personal obligations of each Indemnitor. The obligations of the Indemnitors hereunder are not secured by the Mortgage or any other Loan Document, and the Indemnitors' obligations under this Agreement are independent of and in addition to any security provided for the Loan; provided, however, that nothing in this Section 6.1 shall prevent, limit, or restrict Agent from exercising any of its rights or remedies under the Mortgage, the Loan Agreement, or any other Loan Document with respect to any matter arising from or relating to Hazardous Materials at or affecting the Property.
Section 6.2 — Joint and Several Liability
The obligations of Borrower and Guarantor under this Agreement are joint and several. Each Indemnitee may proceed against either or both Indemnitors, in any order and to any extent, for the enforcement of the obligations hereunder, without being required to proceed against the other Indemnitor or to exhaust any remedies against any other Person or any collateral. No Indemnitor may assert, as a defense to its obligations under this Agreement, any claim or defense that its liability is limited to, or should be reduced to, its proportionate share or allocable share of any Loss, and each Indemnitor waives any right of contribution, allocation, or apportionment that might otherwise be available under any Environmental Law or common-law principle.
Section 6.3 — No Limitation on Recourse
Notwithstanding any non-recourse, exculpation, or limitation-of-liability provision contained in the Loan Agreement, the Note, the Mortgage, or any other Loan Document, the obligations of each Indemnitor under this Agreement are and shall remain fully recourse obligations of such Indemnitor, enforceable against such Indemnitor and all of such Indemnitor's assets, properties, revenues, and interests. No Indemnitor shall assert any defense based on, or claim the benefit of, any non-recourse or exculpation provision in any Loan Document as a defense to or limitation upon its obligations under this Agreement.
Section 6.4 — Guarantor's Separate Obligations
The obligations of Guarantor under this Agreement are primary, absolute, unconditional, and independent of the obligations of Borrower. Agent and the Indemnitees need not proceed against Borrower, exhaust any collateral or security, pursue any other right or remedy, or institute any action or proceeding against Borrower or any other Person, before proceeding against Guarantor for the enforcement of Guarantor's obligations under this Agreement. The obligations of Guarantor hereunder shall not be affected, diminished, or released by any act, omission, or circumstance that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, including without limitation: (a) any modification or amendment of the Loan Documents; (b) any release, substitution, or impairment of any collateral; (c) any extension of time for payment or performance; (d) any settlement or compromise; (e) any failure or delay in exercising any right or remedy; (f) any change in the ownership or organizational structure of Borrower; (g) the invalidity, irregularity, or unenforceability of any Loan Document; or (h) any bankruptcy, insolvency, reorganization, or dissolution of Borrower.
ARTICLE 7 — WAIVERS BY INDEMNITORS
Section 7.1 — Waivers
To the fullest extent permitted by applicable law, each Indemnitor hereby irrevocably and unconditionally waives each of the following:
(a) notice of acceptance of this Agreement by Agent or any other Indemnitee;
(b) presentment, demand for payment, demand for performance, protest, and notice of protest, notice of dishonor, and notice of non-payment or non-performance;
(c) notice of any Event of Default under the Loan Agreement, the Note, or any other Loan Document;
(d) any right to require Agent or any other Indemnitee to proceed against Borrower, to exercise any right or remedy under the Mortgage or any other Loan Document, to proceed against or exhaust any collateral or security held by any Indemnitee, or to pursue any other Person before proceeding against such Indemnitor under this Agreement;
(e) any defense based on or arising from any statute of limitations, laches, or other limitation period applicable to any action or proceeding to enforce this Agreement, to the extent such waiver is permitted by applicable law;
(f) any defense based on or arising from any amendment, modification, supplement, restatement, extension, renewal, increase, decrease, restructuring, or other change in the terms of the Loan, the Loan Agreement, the Note, the Mortgage, or any other Loan Document, made without the consent of or notice to such Indemnitor;
(g) any defense arising from or based upon the bankruptcy, insolvency, receivership, reorganization, dissolution, liquidation, or cessation of existence of any Indemnitor, Borrower, Guarantor, or any other Person;
(h) any defense based on or arising from the unenforceability, illegality, invalidity, or voidability of any Loan Document, the Loan, or any other obligation of Borrower or any other Person;
(i) any right of subrogation, reimbursement, contribution, indemnity, exoneration, or other right of recovery against Borrower, the Property, or any other Person with respect to amounts paid by such Indemnitor under this Agreement, until such time as the Loan has been indefeasibly paid in full, all obligations under the Loan Documents have been fully satisfied and discharged, and all commitments of the Lenders under the Loan Agreement have been terminated; and
(j) any defense arising from any impairment, release, modification, or non-perfection of any collateral or security interest securing the Loan.
Section 7.2 — Waiver of Jury Trial
EACH INDEMNITOR AND AGENT (ON BEHALF OF ITSELF AND EACH OTHER INDEMNITEE) HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY, AND IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM, OR COUNTERCLAIM (WHETHER BASED IN CONTRACT, TORT, STATUTE, OR OTHERWISE) ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT, THE LOAN DOCUMENTS, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN), OR ACTIONS OF ANY PARTY HERETO RELATING TO THE SUBJECT MATTER HEREOF. THIS WAIVER IS A MATERIAL INDUCEMENT FOR AGENT AND THE LENDERS TO ENTER INTO THE LOAN AGREEMENT AND TO MAKE THE LOAN. EACH INDEMNITOR CERTIFIES THAT NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY INDEMNITEE HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH INDEMNITEE WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER.
ARTICLE 8 — RIGHTS OF AGENT
Section 8.1 — No Duty to Investigate
No Indemnitee shall have any obligation or duty to investigate, assess, monitor, or otherwise determine the environmental condition of the Property or to disclose to any Indemnitor any information regarding the environmental condition of the Property that may be known to or obtained by any Indemnitee. The acceptance by Agent of the Environmental Report or any other environmental report or assessment shall not constitute a representation, warranty, or guaranty by Agent or any Indemnitee as to the accuracy or completeness of any such report or assessment, and shall not diminish or affect the obligations of the Indemnitors under this Agreement.
Section 8.2 — No Liability of Agent
No Indemnitee shall be liable for, or incur any liability with respect to, any Hazardous Materials at, on, in, under, from, or affecting the Property by reason of (a) the holding of the Mortgage, any assignment of leases and rents, or any other security interest in the Property or any interest therein, (b) the exercise of any rights or remedies under the Mortgage, the Loan Agreement, or any other Loan Document (including, without limitation, the exercise of the power of sale, foreclosure, the appointment of a receiver, or the collection of rents), or (c) the acquisition of title to the Property by any Indemnitee, whether by foreclosure, deed in lieu of foreclosure, exercise of the power of sale, or otherwise. No action taken by any Indemnitee pursuant to this Agreement, the Mortgage, or any other Loan Document shall be deemed to constitute the management, control, or operation of the Property by such Indemnitee, or to render any Indemnitee an "owner" or "operator" of the Property within the meaning of CERCLA, RCRA, or any other Environmental Law.
Section 8.3 — Agent as Fiduciary
Agent acts under this Agreement solely in its capacity as Administrative Agent for the Lenders pursuant to the terms of the Loan Agreement. Agent shall have no fiduciary duty or obligation to any Indemnitor by reason of this Agreement, the Loan Agreement, or any other Loan Document. Agent shall be entitled to all of the rights, protections, immunities, and indemnities afforded to Agent under the Loan Agreement in its capacity as Administrative Agent.
ARTICLE 9 — SUBORDINATION AND SUBROGATION
Section 9.1 — Subordination of Claims
Until the Loan has been indefeasibly paid in full, all obligations of Borrower under the Loan Documents have been fully satisfied and discharged, and all commitments of the Lenders under the Loan Agreement have been irrevocably terminated, each Indemnitor hereby irrevocably and unconditionally subordinates any and all claims for subrogation, reimbursement, contribution, indemnity, exoneration, or other recovery that such Indemnitor may now or hereafter have against Borrower, the Property, or any other Person arising from or relating to any payments made by such Indemnitor under this Agreement. If, notwithstanding the foregoing, any Indemnitor receives any payment or distribution on account of any such subordinated claim before the Loan is indefeasibly paid in full, such Indemnitor shall hold such payment or distribution in trust for the

ENVIRONMENTAL INDEMNITY AGREEMENT

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