6.C.(1) Environmental Testing Agreement (700 S. Lafayette)

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protect the lender"s security interest in the Site (as provided in paragraph 7) (individually the "Indemnitee"' and collectively the "Indemnitees"'), from any and all Claims, arising out of or in any way relating to any of the following: (i) Remedial Action addressing Hazardous Substances occun-ing and/or in existence prior to or at the time of Closing: over, underneath, in or upon the Site or in the groundwater, or the Release fiom the Site of any such Hazardous Substance into the ahnosphere or the waters of the State, ground water, or publicly or privately owned well, or on any other parcel of property. Such Hazardous Substances shall include, but shall not be limited to those Hazardous Substances identified in the Environmental Reports. (ii) Any violation or alleged violation of any Environmental Law, regarding, arising out of or in connection with the activities of the the City or Indemnitor at the Site. (iii) Any Release or threatened Release to, at or fiom any facility owned or operated by another person, of any Hazardous Substances generated by the the City or Indemnitor at the Site. (iv) During the above referenced ten year effective period, any misrepresentation, omission, or breach of any representation or wan•anty contained in Section 2 of this Agreement. (b) Provided, however, that in case any Indemnitee has received written notice of any Claim in respect of which Claim indemnity properly may be sought against the City or Indemnitor pursuant to this Agreement, the Indemnitee must give notice in writing to the Indemnitor within thirty (30) days of receipt of said notice and the Indemnitee's failure to provide such notice will relieve the Indemnitor of the obligation to indemnify the Indemnitees of such Claim. (c) If, but only to the extent, the foregoing indemnification described above is found by a court of competent jurisdiction to be void, invalid or unenforceable as against the Indemnitor under any applicable law, then Indemnitor shall pay to the Indemnitee or Indemnitees the maximum contribution to the pa}nnent of the foregoing Claims as may be permitted under such law and under any other applicable law. 5. Indemnitees Indemnity and Covenant Not to Sue (a) Indemnitee hereby covenants and agrees that it will indemnify exonerate, hold harmless and defend Indemnitor from any and all Claims arising out of or in any way relating to the existence of Hazardous Substances on the Site first occun•ing after Closing and which existence is caused by the action or omission of Indemnitee, its officers, directors, shareholders or employees.