FORM OF MEDITRUST ENVIRONMENTAL INDEMNITY AGRMNT

ENVIRONMENTAL INDEMNITY AGREEMENT

( )





THIS AGREEMENT is made as of the 30th day of September, 1997, by and between TC REALTY CORPORATION __, a Delaware corporation (the "Lessee"); BCC DEVELOPMENT AND MANAGEMENT CO., a Delaware corporation, having its principal place of business at 5021 Louise Drive, Suite 200, Mechanicsburg, PA 17055 (the "Developer"); and MEDITRUST ACQUISITION CORPORATION II, a Delaware corporation, having its principal address at 197 First Avenue, Needham Heights, Massachusetts 02194 (the "Lessor").





W I T N E S S E T H



WHEREAS, the Lessor has agreed to lease to the Lessee certain real property located in _________, as more particularly described in EXHIBIT A attached hereto and incorporated herein by reference and all of the improvements now or hereafter situated thereon (such real property and improvements are hereinafter collectively referred to as the "Leased Property"), pursuant to a Facility Lease Agreement of even date herewith by and between the Lessor and the Lessee (the "Lease") and all capitalized terms used herein and not specifically defined herein shall have the same meanings ascribed to such terms in the Lease;



WHEREAS, the Developer, being a party to the Leasehold Improvement Agreement (as defined in the Lease) of even date herewith with the Lessor and the Lessee regarding the development of the Leased Property, shall derive substantial benefits from the consummation of the transaction described in the Lease and the other Lease Documents;



WHEREAS, the Lessee and the Developer are hereinafter collectively referred to as the "Indemnitors";



WHEREAS, the Lessor has required that the Indemnitors execute and deliver this Agreement as a condition of the Lessor's agreeing to purchase the Leased Property, enter into the Lease and to enter into or accept delivery of the other Lease Documents; and



WHEREAS, as a material inducement to the Lessor to purchase the Leased Property and to consummate the transaction described in the Lease and the other Lease Documents, the Indemnitors have agreed to enter into this Agreement, acknowledging that the Lessor intends to rely upon the representations, warranties, covenants and indemnifications contained herein.



NOW, THEREFORE, in consideration of the foregoing premises and other good and









valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto do hereby covenant and agree as follows:



1. DEFINITIONS: For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires, the terms defined in this Section have the meanings ascribed to them in this Section:



ENVIRONMENTAL ENFORCEMENT ACTIONS: Collectively, all actions or orders instituted, threatened, required or completed by any Governmental Authority and all claims made or threatened by any Person against any of the Indemnitors or the Leased Property (or any other occupant, prior occupant or prior owner thereof), arising out of or in connection with any of the Environmental Laws or the assessment, monitoring, clean-up, containment, remediation or removal of, or damages caused or alleged to be caused by, any Hazardous Substances (i) located on or under the Leased Property, (ii) emanating from the Leased Property or (iii) generated, stored, transported, utilized, disposed of, managed or released by any of the Indemnitors (whether or not on, under or from the Leased Property).



ENVIRONMENTAL LAWS: Collectively, all Legal Requirements applicable to (i) environmental conditions on, under or emanating from the Leased Property including, without limitation, the ___________, the Comprehensive Environmental Response, Compensation and Liability Act, the Resource Conservation and Recovery Act, the Federal Water Pollution Control Act and the Federal Clean Air Act and (ii) the generation, storage, transportation, utilization, disposal, management or release (whether or not on, under or from the Leased Property) of Hazardous Substances by either of the Indemnitors.



ENVIRONMENTAL REPORT: The Environmental Site Assessment Report as more particularly set forth in EXHIBIT B attached hereto and made a part hereof.



GOVERNMENTAL AUTHORITIES: Collectively, all agencies, authorities, bodies, boards, commissions, courts, instrumentalities, legislatures and offices of any nature whatsoever for any government unit or political subdivision, whether federal, state, county, district, municipal, city or otherwise, and whether now or hereafter in existence.



HAZARDOUS SUBSTANCES: Collectively, (i) any "hazardous material," "hazardous substance," "hazardous waste," "oil," "regulated substance," "toxic substance," "restricted hazardous waste", "special waste" or words of similar import as defined under any of the Environmental Laws; (ii) asbestos in any form; (iii) urea formaldehyde foam insulation; (iv) polychlorinated biphenyls; (v) radon gas; (vi) flammable explosives; (vii) radioactive materials; (viii) any chemical, contaminant, solvent, material, pollutant or substance that may be dangerous or detrimental to the Leased Property, the environment, or the health and safety of the patients, residents and other occupants of the Leased Property or of the owners or occupants of any other real property nearby the Leased Property and (ix) any substance, the generation, storage, transportation, utilization, disposal, management, release or location of





- 2 -





which, on, under or from the Leased Property is prohibited or otherwise regulated pursuant to any of the Environmental Laws.



Notwithstanding the foregoing, the term Hazardous Substances as defined herein shall not include (a) pharmaceuticals and cleaning agents of the types and in the quantities and concentrations normally stocked by health care providers similar to the Facility, (b) oil in de minimis amounts typically associated with the use of certain portions of the Leased Property for driving and parking motor vehicles or (c) medical wastes generated at the Facility; provided that the foregoing are used, stored, transported and/or disposed of in accordance with all Legal Requirements.



SURROUNDING PROPERTY: Any real property that is located within a one-half (1/2) mile radius of the Leased Property.



2. REPRESENTATIONS AND WARRANTIES: The Indemnitors each represent and warrant to the Lessor, the same to be true as of the date hereof and throughout the period that the Lease or any of the other Lease Documents shall remain in force and effect, that:



(i) to the actual knowledge of the Indemnitors, except as may be disclosed in the Environmental Report, no Hazardous Substance has been or is currently generated, stored, transported, utilized, disposed of, managed, released or located on, under or from the Leased Property (whether or not in reportable quantities), except for de minimis releases typically associated with the use of certain portions of the Leased Property for driving and parking motor vehicles, or in any manner introduced onto the Leased Property, including, without limitation, the septic, sewage or other waste disposal systems serving the Leased Property;



(ii) except as may be disclosed in the Environmental Report, neither of the Indemnitors has any knowledge of any threat of release of any Hazardous Substance on, under or from the Leased Property;



(iii) neither of the Indemnitors has received any notice from any state or local Governmental Authority in the state where the Facility is located, the United States Environmental Protection Agency or any other Governmental Authority claiming that (a) the Leased Property or any use thereof violates any of the Environmental Laws or (b) either of the Indemnitors or any of their respective employees or agents have violated any of the Environmental Laws;



(iv) neither of the Indemnitors has incurred any liability to the town, city or county in which the Facility is located, the State of Arkansas, the United States of America or any other Governmental Authority under any of the Environmental Laws;



(v) to the actual knowledge of the Indemnitors, no lien against the Leased Property has arisen under or related to any of the Environmental Laws;





- 3 -



(vi) to the actual knowledge of the Indemnitors, except as may be disclosed in the Environmental Report, there are no Environmental Enforcement Actions pending, or to the best of the Indemnitors' information, knowledge and belief, threatened;



(vii) except as may be disclosed in the Environmental Report, neither of the Indemnitors has any knowledge that any Hazardous Substance has been or is currently generated, stored, transported, utilized, disposed of, managed, released or located on, under or from any Surrounding Property in violation of, or allegedly in violation of any of, the Environmental Laws;



(viii) except as may be disclosed in the Environmental Report, neither of the Indemnitors has any knowledge of any threat of release of any Hazardous Substance on, under or from any Surrounding Property;



(ix) neither of the Indemnitors has any knowledge of any action or order instituted or threatened against any Person by any Governmental Authority ...