Environmental Indemnity & Agreement

Exhibit 10.42


ENVIRONMENTAL INDEMNITY AND AGREEMENT
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ENVIRONMENTAL INDEMNITY AND AGREEMENT (this "Agree-
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ment"), dated as of November __, 1997, made by BOSTON PROPER-
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TIES LIMITED PARTNERSHIP ("Mortgagor"), a Delaware limited
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partnership, having an address at 599 Lexington Avenue, New
York, New York 10022, in favor of JOHN HANCOCK MUTUAL LIFE IN-
SURANCE COMPANY ("Mortgagee"), a Massachusetts corporation,
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having its principal office at John Hancock Place, Post Office
Box 111, Boston, Massachusetts 02117, Attention: Real Estate
Investment Group, T-52.


WITNESSETH:
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WHEREAS, Mortgagor is, on the date hereof, (a) the
owner of fee title to a parcel of land and the improvements
thereon known as 875 Third Avenue, New York, New York and the
easements appurtenant thereto (collectively, the "Original Fee
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Parcel"), all as more particularly described in Exhibit A-1
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hereto, and (b) the owner of fee title to the Corner Parcel and
all Improvements thereon (as such terms are defined in the
Mortgage, as hereinafter defined), which Corner Parcel is con-
tiguous to the Original Fee Parcel and is more particularly
described on Exhibit A-2 hereto (the Original Fee Parcel and
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the Corner Parcel are collectively described on Exhibit A-3
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hereto);


WHEREAS, Mortgagee is on the date hereof the owner
and holder of certain mortgages which were consolidated, ex-
tended and modified pursuant to that certain Consolidation,
Extension and Modification Agreement (the "Consolidation Agree-
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ment"), dated as of May 11, 1988, between Kenvic Associates, a
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New York general partnership ("Original Mortgagor") and Mort-
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gagee, recorded on May 18, 1988 in the Office of the City Reg-
ister, New York County (the "Register's Office") in Reel 1403,
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Page 1793, so as to form a single first lien on the Mortgaged
Premises securing the original principal amount of
$180,000,000, and were further modified (i) pursuant to that
certain Modification Agreement, dated as of May 30, 1990, be-
tween Original Mortgagor and Mortgagee, recorded on June 28,
1990 in the Register's Office in Reel 1705, Page 1760 (the
"1990 Modification Agreement"), (ii) pursuant to that certain
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Note and Mortgage Modification Agreement, dated as of July 23,
1992, between Original Mortgagor and Mortgagee, recorded on
July 30, 1992 in the Register's Office in Reel 1892, Page 434
(the "1992 Modification Agreement"), (iii) pursuant to that
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certain Note and Mortgage Modification and Spreader Agreement,
dated as of December 29, 1995, between Original Mortgagor and


Mortgagee, recorded on January 5, 1996 in the Register's Office
in Reel 2279, Page 443 (the "1995 Modification Agreement"); and
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(iv) pursuant to that certain Note and Mortgage Modification
and Spreader Agreement, dated as of the date hereof, between
Mortgagor and Mortgagee, intended to be recorded in the
Register's Office following the execution thereof (the "1997
Modification Agreement"; the Consolidation Agreement as amended
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by the 1990 Modification Agreement, the 1992 Modification
Agreement, the 1995 Modification Agreement and the 1997 Modifi-
cation Agreement is hereinafter referred to as the "Mortgage";
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any capitalized terms used herein and not defined herein shall
have the respective meanings assigned to them in the Mortgage);


WHEREAS, as of the date hereof, (i) Original Mort-
gagor has, in exercise of its rights under Section 6 of the
1995 Modification Agreement, conveyed to Mortgagor all of Orig-
inal Mortgagor's right, title and interest in and to the Orig-
inal Fee Parcel, (ii) Mortgagee and Original Mortgagor have
terminated the Corner Parcel Lease, (iii) Mortgagee has con-
veyed to Mortgagor Mortgagee's fee title in and to the Corner
Parcel, and (iv) Mortgagor has agreed to assume all of Original
Mortgagor's obligations arising from and after the date hereof
under the Notes, the Mortgage and the other Loan Documents pur-
suant to that certain Assumption, dated as of the date hereof,
by Mortgagor for the benefit of Mortgagee and Original Mort-
gagor and their respective successors and assigns (the transac-
tions described in subparagraphs (i), (ii), (iii) and (iv)
above shall hereinafter be collectively referred to as the
"Transfer"); and
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WHEREAS, Mortgagor, in consideration of the foregoing
and of Mortgagee's agreement to consent to the Transfer, has
agreed to execute and deliver this Agreement.


NOW, THEREFORE, in consideration of the premises and
the mutual covenants herein contained and for other good and
valuable consideration, the receipt of which is hereby acknowl-
edged, the parties hereto agree as follows:


1. Representations. Mortgagor represents and war-
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rants to Mortgagee that:


(a) except for those matters disclosed in that cer-
tain Phase I Environment Site Assessment for the Mortgaged
Premises prepared by Ambient Labs Inc. and dated October
3, 1997 (the "Environmental Report"), to the best of
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Mortgagor's knowledge, the Mortgaged Premises do not con-
tain any hazardous substance, hazardous material, haz-
ardous waste, toxic substance or solid waste, as defined


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in the Clean Air Act, the Comprehensive Environmental Re-
sponse, Compensation and Liability Act of 1980, as
amended, the Resource Conservation and Recovery Act of
1976, as amended, or the Hazardous Materials Transporta-
tion Act, any substances or materials listed as hazardous
or toxic in the United States Department of Transportation
Table, by the Environmental Protection Agency or any suc-
cessor agency or under any federal, state or local laws or
regulations, or any asbestos, asbestos-containing materi-
als, polychlorinated biphenyls, radon gas, urea formalde-
hyde foam, pollutants, contaminants, volatile organic com-
pounds, explosive or radioactive materials (all of the
above being collectively called "Hazardous Substances")
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which, in any such case, vio ...