Environmental. (i) Keep any property either owned or operated by it or any of its Subsidiaries free of any Environmental Liens; # comply, and cause each of its Subsidiaries to comply, with all Environmental Laws in all material respects and provide to the Collateral Agent any non-priviledged documentation of such compliance which the Collateral Agent may reasonably request; # provide the Agents written notice within 5 Business Days of any Release of a Hazardous Material in excess of any reportable quantity from or onto property at any time owned or operated by it or any of its Subsidiaries and take any Remedial Actions required to abate said Release; and # provide the Agents with written notice within 10 days of the receipt of any of the following: # notice that an Environmental Lien has been filed against any property of any Loan Party or any of its Subsidiaries; # commencement of any Environmental Action or notice that an Environmental Action will be filed against any Loan Party or any of its Subsidiaries; and # notice of a violation, citation or other administrative order which could reasonably be expected to have a Material Adverse Effect.

Environmental. Permit the use, handling, generation, storage, treatment, Release or disposal of Hazardous Materials at any property owned or leased by it or any of its Subsidiaries, except in compliance with Environmental Laws (other than any noncompliance that could not reasonably be expected to have a Material Adverse Effect).

Environmental. With respect to each item of Underlying Collateral, to the knowledge of such Loan Party, except as expressly disclosed to the Initial Lender with respect to such Portfolio Asset prior to the Transfer thereof or as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect: # the related Obligor’s operations comply in all material respects with all applicable Environmental Laws; # none of the related Obligor’s operations is the subject of a Federal or State investigation evaluating whether any remedial action, involving expenditures, is needed to respond to a release of any Hazardous Materials into the environment; and # the related Obligor does not have any material contingent liability in connection with any release of any Hazardous Materials into the environment. Such Loan Party has not received any material written notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Underlying Collateral.

Environmental. In the event that Purchaser determines, prior to Closing, that there are conditions on, at or relating to any of the self storage facilities comprising the Property which are in non-compliance with Environmental Requirements or the possibility that Hazardous Materials may exist on or under any of the self storage facilities comprising the Property that will require remediation under any applicable federal or state laws (herein referred to as the “Environmental Property”, whether one or more), then, notwithstanding anything to the contrary contained herein, Purchaser may at or prior to Closing # terminate this Agreement with respect to the Environmental Property in which event # the allocable portion of the Deposit for the Environmental Property, as set forth on Schedule “C” attached hereto (together with all interest accrued thereon), shall be refunded to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, # the parties shall proceed to Closing with respect to the remainder of the Property, with the Purchase Price being reduced by the portion of the Purchase Price allocable to the Environmental Property, as set forth on Schedule “C” attached hereto, and # neither party shall have any further right or obligation hereunder with respect to the Environmental Property, other than the Surviving Obligations. Notwithstanding the foregoing, if this Agreement is terminated by Purchaser with respect to some but not all of the self-storage facilities, then Seller may at its option elect to terminate this Agreement with respect to all of the self-storage facilities and neither party shall have any further obligation hereunder except for the Surviving Obligations, which election must be made by Seller within 10 days after Buyer provides written notice to Seller that Buyer is terminating this Agreement with respect to some but not all of the self storage facilities.

The term “Environmental Laws” means all applicable federal, state, local and foreign laws and regulations, guidance documents and policy statements of the Centers for Disease Control, the Occupational Health and Safety Administration, the Department of Transportation, and the Federal Aviation Administration, airport or United rules, and any other applicable regulations, policies, or lease requirements relating to the prevention of pollution, protection of the environment or occupational health and safety, or remediation of environmental contamination, including, without limitation, laws, regulations and rules relating to emissions to the air, discharges to surface and subsurface soil and waters, regulation of potable or drinking water, the use, storage, release, disposal, transport or handling of Hazardous Materials, protection of endangered species, and aircraft noise, vibration, exhaust and over flight.

Environmental. No Property is or, to the Company’s knowledge, has been a site for the use, generation, manufacture, storage, treatment, release, threatened release, discharge, disposal, transportation or presence of any Hazardous Materials and neither the Company nor any of its Subsidiaries has engaged in such activities. There are no claims or actions pending or, to the Company’s knowledge, threatened against the Company or any of its Subsidiaries by any Governmental Agency or by any other Person relating to any Hazardous Materials or pursuant to any Hazardous Materials Law.

28.3Tenant's Covenants and Indemnity 31

Indemnity. Subtenant shall and hereby does indemnify, defend and hold Sublandlord harmless from and against any and all actions, claims, demands, damages, fees, fines, liabilities, expenses (including, without limitation, reasonable attorneys’ fees and disbursements), and the like asserted against, imposed upon or incurred by Sublandlord by reason of # any damage or injury to persons or property occurring upon or in connection with the use or occupancy of the Subleased Premises, # the use or maintenance of the Subleased Premises or any business therein or any work or thing whatsoever done, or any condition created in or about the Subleased Premises during the Term (or any time prior to the Sublease Commencement Date that Subtenant may have been given access to the Subleased Premises), # the use of the Laboratory Systems by Subtenant, # the use, storage, and disposal of Hazardous Materials and Medical Waste by Subtenant, # any negligent act or omission of Subtenant or any of its agents, contractors, servants, licensees, employees or invitees, # Subtenant’s unauthorized holdover;

Indemnity. Borrower agrees to indemnify and hold Agent, Lender and their officers, directors, employees, agents, in-house attorneys, representatives and shareholders (each, an “Indemnified Person”) harmless from and against any and all claims, costs, expenses, damages and liabilities (including such claims, costs, expenses, damages and liabilities based on liability in tort, including strict liability in tort), including reasonable attorneys’ fees and disbursements and other costs of investigation or defense (including those incurred upon any appeal) (collectively, “Liabilities”), that may be instituted or asserted against or incurred by such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents or the administration of such credit, or in connection with or arising out of the transactions contemplated hereunder and thereunder, or any actions or failures to act in connection therewith, or arising out of the disposition or utilization of the Collateral, excluding in all cases Liabilities to the extent resulting solely from any Indemnified Person’s gross negligence or willful misconduct. Borrower agrees to pay, and to save Agent and Lender harmless from, any and all liabilities with respect to, or resulting from any delay in paying, that may be payable or determined to be payable with respect to any of the Collateral or this Agreement, excluding in all cases Liabilities to the extent resulting solely from any Indemnified Person’s gross negligence or willful misconduct. In no event shall any Indemnified Person be liable on any theory of liability for any special, indirect, consequential or punitive damages (including any loss of profits, business or anticipated savings). This Section 6.3 shall survive the repayment of indebtedness under, and otherwise shall survive the expiration or other termination of, the Loan Agreement, in each case subject to the applicable statute of limitations. This Section 6.3 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnity. Each Borrower shall indemnify Agent, each Lender and each of their respective officers, directors, Affiliates, attorneys, employees and agents from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses and disbursements of any kind or nature whatsoever (including reasonable fees and disbursements of counsel) which may be imposed on, incurred by, or asserted against Agent or any Lender in any claim, litigation, proceeding or investigation instituted or conducted by any Governmental Body or instrumentality or any other Person with respect to any aspect of, or any transaction contemplated by, or referred to in, or any matter related to, this Agreement or the Other Documents, whether or not Agent or any Lender is a party thereto, except to the extent that any of 074658.01845/123458281v.1