ENVIRONMENTAL INDEMNITY AGREEMENT

THIS ENVIRONMENTAL INDEMNITY AGREEMENT, dated as of March ___, [YEAR] (as amended, restated, amended and restated, supplemented and/or otherwise modified from time to time, this "Agreement") is made by and among [COMPANY], a California limited liability company (“Borrower”) and [COMPANY], a California limited liability company ("Guarantor" and, together with Borrower, the "Indemnitors") in favor of [COMPANY], as Lender (as defined in the Loan Agreement referred to below) (together with its successors and assigns in such capacity, the "Lender").

RECITALS

WHEREAS, Borrower entered into that certain Loan Agreement dated as of March __, [YEAR] (as amended, restated, amended and restated, supplemented and/or otherwise modified from time to time, the "Loan Agreement"), by and between the Borrower and Lender.

WHEREAS, it is a condition precedent to the effectiveness of the Loan Agreement and the other Loan Documents, and the making of the advances of credit contemplated thereby, that the Indemnitors shall have executed this Agreement.

AGREEMENT

NOW THEREFORE, in consideration of the promises contained herein, and to induce Lender to enter into the Loan Agreement and to make the advances of credit contemplated thereby, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, each Indemnitor hereby agrees with Lender, for the benefit of the Lender, as follows:

Section 1. Definitions. As used herein, the following terms shall have the meanings specified below. Capitalized terms used but not defined herein shall have the meaning given them in the Loan Agreement.

The term “De Minimis Amounts” shall mean any Hazardous Substance being currently used by any Borrower or any of its tenants on Property, in both instances in a manner that both (a) does not constitute a violation or threatened violation of any Environmental Law or require any reporting or disclosure under any Environmental Law and (b) is consistent with customary business practice for such operations in California, provided that such storage or use does not constitute a Release.

The term “Environmental Claim” shall mean any and all actual or threatened liabilities, demands, claims, complaints, notices of violation, actions, causes of action, judgments, orders, investigations, assertion of an obligation or other notices relating to any Hazardous Substance or any Environmental Law, whether written or oral, (including any claim of fraud, misrepresentation or fraudulent inducement or any question of validity or effect of an agreement) regardless of the remedy sought and regardless of whether or not ultimately determined to be valid.