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                                                                   EXHIBIT 10.30

                        ENVIRONMENTAL INDEMNITY AGREEMENT

                  THIS ENVIRONMENTAL INDEMNITY AGREEMENT (the "Agreement") is
made as of the 13th day of December, 2002 by WESCO REAL ESTATE IV, LLC, a
Delaware limited liability company ("BORROWER") having an address at c/o Wesco
Distribution, Inc., 225 West Station Square Drive, Suite 700, Pittsburgh,
Pennsylvania 15219 and WESCO INTERNATIONAL, INC., a Delaware corporation
("COMPANY") having an address at 2325-13 Renaissance Drive, Las Vegas, Nevada
(Borrower and Company hereinafter referred to, individually and collectively, as
the context may require, as "INDEMNITOR"), in favor of BEAR STEARNS COMMERCIAL
MORTGAGE, INC. ("INDEMNITEE"), having an address at 383 Madison Avenue, New
York, New York 10179 and other Indemnified Parties (defined below).

                                    RECITALS:

                  A.       Borrower is the owner of certain parcels of real
property more particularly described in Exhibit A attached hereto (said real
property being referred to collectively as the "PARCELS"; the Parcels, together
with all structures, buildings and improvements now or hereafter located on the
Parcels, being collectively referred to as the "PROPERTY").

                  B.       Indemnitee is prepared to make a loan (the "LOAN") to
Borrower in the principal amount of $13,340,000.00 pursuant to a Loan Agreement
of even date herewith between Indemnitor and Indemnitee (as the same may be
amended, restated, replaced, supplemented or otherwise modified from time to
time, the "LOAN AGREEMENT"), which Loan shall be evidenced by that certain
Promissory Note of even date herewith given by Indemnitor in favor of Indemnitee
(as amended, restated, replaced, supplemented or otherwise modified from time to
time, the "NOTE") and secured by, among other things, that certain Mortgage and
Security Agreement of even date herewith given by Indemnitor to Indemnitee and
encumbering the Property (as the same may be amended, restated, replaced,
supplemented or otherwise modified from time to time, the "MORTGAGE").

                  C.       Indemnitee is unwilling to make the Loan unless
Indemnitor agrees to provide the indemnification, representations, warranties,
covenants and other matters described in this Agreement for the benefit of the
Indemnified Parties.

                  D.       Indemnitor is entering into this Agreement to induce
Indemnitee to make the Loan.

                                   AGREEMENT:

                  NOW THEREFORE, in consideration of the premises and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Indemnitor hereby represents, warrants, covenants and agrees for
the benefit of the Indemnified Parties as follows:

                  1.       ENVIRONMENTAL REPRESENTATIONS AND WARRANTIES. Except
as otherwise disclosed by that certain Phase I environmental report (or Phase II
environmental report, if required) with respect to the Property delivered to
Indemnitee by Indemnitor in connection with the origination of the Loan
(referred to below as the "ENVIRONMENTAL REPORT"), a copy of which

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has been provided to Indemnitee, (a) during Borrower's ownership of the Property
(and with respect to the period of time prior to Borrower's ownership of the
Property, to the best knowledge of Borrower), there are no Hazardous Substances
(defined below) or underground storage tanks in, on, or under the Property,
except those that are both (i) in compliance with Environmental Laws (defined
below) and with permits issued pursuant thereto and (ii) fully disclosed to
Indemnitee in writing pursuant to the Environmental Report; (b)(i) during
Borrower's ownership of the Property, there are no present or threatened
Releases of Hazardous Substances (defined below) and (ii) with respect to the
period of time prior to Borrower's ownership of the Property, to the best
knowledge of Borrower, there were no Releases, in, on, under or from the
Property which have not been (or were not) fully remediated in accordance with
Environmental Law; (c) (i) during Borrower's ownership of the Property, there is
no threat of any Release of Hazardous Substances migrating to the Property and
(ii) with respect to the period of time prior to Borrower's ownership of the
Property, to the best knowledge of Borrower, there was no threat of any Release
of Hazardous Substances migrating to the Property; (d) Indemnitor has complied
and is now complying in all material respects with all Environmental Laws and
the requirements of any permits issued under such Environmental Laws with
respect to the Property; (e) Indemnitor does not know of, and has not received,
any written or oral notice or other communication from any Person (including but
not limited to a Governmental Authority) relating to Hazardous Substances or
Remediation (defined below) thereof, of possible liability of any Person
pursuant to any Environmental Law, of other environmental conditions in
connection with the Property, or of any actual or potential administrative or
judicial proceedings in connection with the foregoing; and (f) Indemnitor has
truthfully provided to Indemnitee, in writing, any and all information relating
to conditions in, on, under or from the Property that is known to Indemnitor and
all information that is contained in files and records of Indemnitor, including
but not limited to any reports relating to Hazardous Substances in, on, under or
from the Property and/or to the environmental condition of the Property.

                  2.       ENVIRONMENTAL COVENANTS. Indemnitor covenants and
agrees that: (a) Indemnitor has taken all commercially reasonable steps to
ensure that all uses and operations on or of the Property, whether by Indemnitor
or any other Person, will be in compliance with all Environmental Laws and
permits issued pursuant thereto; (b) Indemnitor will take all commercially
reasonable precautions to prevent Releases of Hazardous Substances in, on, under
or from the Property which do not comply with Environmental Laws; (c) there will
be no Hazardous Substances in, on, or under the Property, except those that are
both (i) in compliance with all Environmental Laws and with permits issued
pursuant thereto and (ii) fully disclosed to Indemnitee in writing; (d)
Indemnitor shall keep the Property free and clear of all liens and other
encumbrances imposed pursuant to any Environmental Law, whether due to any act
or omission of Indemnitor or any other Person (the "ENVIRONMENTAL LIENS"); (e)
Indemnitor shall, at its sole cost and expense, fully and expeditiously
cooperate in all activities pursuant to Paragraph 3 of this Agreement, including
but not limited to providing all relevant information and making knowledgeable
persons available for interviews; (f) Indemnitor shall, at its sole cost and
expense, perform any environmental site assessment or other investigation of
environmental conditions in connection with the Property, as may be required by
Environmental Laws or directives from any Governmental Authority (including but
not limited to sampling, testing and analysis of soil, water, air, building
materials, and other materials and substances whether solid, liquid or gas), and
share with Indemnitee the reports and other results thereof, and Indemnitee and
the other

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Indemnified Parties shall be entitled to rely on such reports and other results
thereof; (g) Indemnitor shall, at its sole cost and expense, comply with all
Environmental Laws or directives of any Governmental Authority to (i) effectuate
Remediation of any condition (including but not limited to a Release of a
Hazardous Substance) in, on, under or from the Property; (ii) comply with any
Environmental Law; (iii) comply with any directive from any Governmental
Authority; and (iv) take any other reasonable action necessary or appropriate
for protection of human health or the environment; (h) Indemnitor shall not do,
and shall take all commercially reasonable measures to prevent any tenant or
other user of the Property to do any act that materially increases the dangers
to human health or the environment, poses an unreasonable risk of harm to any
Person (whether on or off the Property), impairs or may impair the value of the
Property, is contrary to any requirement of any insurer, constitutes a public or
private nuisance, constitutes waste, or violates any covenant, condition,
agreement or easement applicable to the Property; and (i) Indemnitor shall
immediately notify Indemnitee in writing of (A) any presence or Releases or
threatened Releases of Hazardous Substances in, on, under, from or migrating
towards the Property; (B) any non-compliance with Environmental Laws related in
any way to the Property; (C) any actual or potential Environmental Lien; (D) any
required or proposed Remediation of environmental conditions relating to the
Property; and (E) any written or oral notice or other communication of which any
Indemnitor becomes aware from any source whatsoever (including but not limited
to a governmental entity) relating in any way to Hazardous Substances or
Remediation thereof, possible liability of any Person pursuant to Environmental
Law, other environmental conditions in connection with the Property, or any
actual or potential administrative or judicial proceedings in connection with
anything referred to in this Agreement.

                  3.       INDEMNIFIED RIGHTS/COOPERATION AND ACCESS. In the
event the Indemnified Parties, in their commercially reasonable judgement, have
reason to believe that an environmental hazard exists on the Property that does
not, in the commercially reasonable judgment of the Indemnified Parties,
endanger any tenants or other occupants of the Property or their guests or the
general public or materially and adversely affect the value of the Property,
upon reasonable notice from the Indemnitee, Indemnitor shall, at Indemnitor's
expense, promptly cause an engineer or consultant satisfactory to the
Indemnified Parties to conduct any environmental assessment or audit (the scope
of which shall be determined in the sole and absolute discretion of the
Indemnified Parties) and take any samples of soil, groundwater or other water,
air, or building materials or any other invasive testing requested by Indemnitee
and promptly deliver the results of any such assessment, audit, sampling or
other testing; provided, however, if such results are not delivered to the
Indemnified Parties within a reasonable period or if the Indemnified Parties
have a commercially reasonable belief that an environmental hazard exists on the
Property that, in the sole judgment of the Indemnified Parties, endangers any
tenant or other occupant of the Property or their guests or the general public
or may materially and adversely affect the value of the Property, upon
reasonable notice to Indemnitor, the Indemnified Parties and any other Person
designated by the Indemnified Parties, including but not limited to any
receiver, any representative of a governmental entity, and any environmental
consultant, shall have the right, but not the obligation, to enter upon the
Property at all reasonable times to assess any and all aspects of the
environmental condition of the Property and its use, including but not limited
to conducting any environmental assessment or audit (the scope of which shall be
determined in the sole and absolute discretion of the Indemnified Parties) and
taking samples of soil, groundwater or other water, air, or building materials,
and reasonably conducting other

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invasive testing. Indemnitor shall cooperate with and provide the Indemnified
Parties and any such Person designated by the Indemnified Parties with access to
the Property.

                  4.       INDEMNIFICATION. Indemnitor covenants and agrees, at
its sole cost and expense, to protect, defend, indemnify, release and hold
Indemnified Parties harmless from and against any and all Losses (defined below)
imposed upon or incurred by or asserted against any Indemnified Parties and
directly or indirectly arising out of or in any way relating to any one or more
of the following (except for Losses that are directly related to the gross
negligence or willful misconduct of an Indemnified Party): (a) any presence of
any Hazardous Substances in, on, above, or under the Property; (b) any past,
present or threatened Release of Hazardous Substances in, on, above, under or
from the Property; (c) any activity by Indemnitor, any Person affiliated with
Indemnitor, and any tenant or other user of the Property in connection with any
actual, proposed or threatened use, treatment, storage, holding, existence,
disposition or other Release, generation, production, manufacturing, processing,
refining, control, management, abatement, removal, handling, transfer or
transportation to or from the Property of any Hazardous Substances at any time
located in, under, on or above the Property; (d) any activity by Indemnitor, any
Person affiliated with Indemnitor, and any tenant or other user of the Property
in connection with any actual or proposed Remediation of any Hazardous
Substances at any time located in, under, on or above the Property, whether or
not such Remediation is voluntary or pursuant to court or administrative order,
including but not limited to any removal, remedial or corrective action; (e) any
past, present or threatened non-compliance or violations of any Environmental
Laws (or permits issued pursuant to any Environmental Law) in connection with
the Property or operations thereon, including but not limited to any failure by
Indemnitor, any Person affiliated with Indemnitor, and any tenant or other user
of the Property to comply with any order of any Governmental Authority in
connection with any Environmental Laws; (f) the imposition, recording or filing
or the threatened imposition, recording or filing of any Environmental Lien
encumbering the Property; (g) any administrative processes or proceedings or
judicial proceedings in any way connected with any matter addressed in this
Agreement; (h) any past, present or threatened injury to, destruction of or loss
of natural resources in any way connected with the Property, including but not
limited to costs to investigate and assess such injury, destruction or loss; (i)
any acts of Indemnitor, any Person affiliated with Indemnitor, and any tenant or
other user of the Property in arranging for disposal or treatment, or arranging
with a transporter for transport for disposal or treatment, of Hazardous
Substances at any facility or incineration vessel containing such or similar
hazardous materials; (j) any acts of Indemnitor, any Person affiliated with any
Indemnitor, and any tenant or other user of the Property in accepting any
Hazardous Substances for transport to disposal or treatment facilities,
incineration vessels or sites from which there is a Release, or a threatened
Release of any Hazardous Substance which causes the incurrence of costs for
Remediation; (k) any personal injury, wrongful death, or property or other
damage arising under any statutory or common law or tort law theory, including
but not limited to damages assessed for private or public nuisance or for the
conducting of an abnormally dangerous activity on or near the Property; and (l)
any misrepresentation or inaccuracy in any representation or warranty or
material breach or failure to perform any covenants or other obligations
pursuant to this Agreement, the Loan Agreement or the Mortgage.

                  5.       DUTY TO DEFEND AND ATTORNEYS AND OTHER FEES AND
EXPENSES. To the extent required by Section 4 of this Agreement, upon written
request by any Indemnified Party,

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Indemnitor shall defend same (if requested by any Indemnified Party, in the name
of the Indemnified Party) using its attorneys and other professionals approved
by the Indemnified Parties. In lieu of the foregoing, any Indemnified Parties
may, in their sole and absolute discretion, engage their own attorneys and other
professionals to defend or assist them, and, at the option of Indemnified
Parties, their attorneys shall control the resolution of any claim or
proceeding, providing that no compromise or settlement shall be entered without
Indemnitor's consent, which consent shall not be unreasonably withheld. Upon
demand, Indemnitor shall pay or, in the sole and absolute discretion of the
Indemnified Parties, reimburse, the Indemnified Parties for the payment of
reasonable fees and disbursements of attorneys, engineers, environmental
consultants, laboratories and other professionals in connection therewith.

                  6.       DEFINITIONS. Capitalized terms used herein and not
specifically defined herein shall have the respective meanings ascribed to such
terms in the Loan Agreement. As used in this Agreement, the following terms
shall have the following meanings:

                  The term "ENVIRONMENTAL LAW" means any present and future
federal, state and local laws, statutes, ordinances, rules, regulations and the
like, as well as common law, relating to protection of human health or the
environment, relating to Hazardous Substances, relating to liability for or
costs of other actual or threatened danger to human health or the environment.
The term "ENVIRONMENTAL LAW" includes, but is not limited to, the following
statutes, as amended, any successor thereto, and any regulations promulgated
pursuant thereto, and any state or local statutes, ordinances, rules,
regulations and the like addressing similar issues: the Comprehensive
Environmental Response, Compensation and Liability Act; the Emergency Planning
and Community Right-to-Know Act; the Hazardous Substances Transportation Act;
the Resource Conservation and Recovery Act (including but not limited to
Subtitle I relating to underground storage tanks); the Solid Waste Disposal Act;
the Clean Water Act; the Clean Air Act; the Toxic Substances Control Act; the
Safe Drinking Water Act; the Federal Water Pollution Control Act; the Federal
Insecticide, Fungicide and Rodenticide Act; the Endangered Species Act; the
National Environmental Policy Act; and the River and Harbors Appropriation Act.
The term "ENVIRONMENTAL LAW" also includes, but is not limited to, any present
and future federal, state and local laws, statutes ordinances, rules,
regulations, permits or authorizations and the like, as well as common law that
(a) condition transfer of property upon a negative declaration or other approval
of a Governmental Authority of the environmental condition of the Property; (b)
require notification or disclosure of Releases of Hazardous Substances or other
environmental condition of the Property to any Governmental Authority or other
Person, whether or not in connection with transfer of title to or interest in
property; (c) impose conditions or requirements in connection with permits or
other authorization for lawful activity; (d) relate to nuisance, trespass or
other causes of action related to the environmental condition of Property; or
(e) relate to wrongful death, personal injury, or property or other damage in
connection with any environmental condition or use of the Property.

                  The term "HAZARDOUS SUBSTANCES" includes but is not limited to
any and all substances (whether solid, liquid or gas) defined, listed, or
otherwise classified as pollutants, hazardous wastes, hazardous substances,
hazardous materials, extremely hazardous wastes, or words of similar meaning or
regulatory effect under any present or future Environmental Laws or that may
have a negative impact on the environment, including but not limited to
petroleum and petroleum products, asbestos and asbestos-containing materials,
polychlorinated biphenyls, lead,

                                      - 5 -

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radon, radioactive materials, flammables and explosives, but excluding
substances of kinds and in amounts ordinarily and customarily used or stored in
similar properties for the purposes of cleaning or other maintenance or
operations and otherwise in compliance with all Environmental Laws.

                  The term "INDEMNIFIED PARTIES" includes Indemnitee, any Person
who is or will have been involved in the origination of the Loan, any Person who
is or will have been involved with the servicing of the Loan or the Property,
any Person in whose name the encumbrance created by the Mortgage is or will have
been recorded, persons and entities who may hold or acquire or will have held a
full or partial interest in the Loan (including, but not limited to, Investors
(defined below)), as well as custodians, trustees and other fiduciaries who hold
or have held a full or partial interest in the Loan or the Property for the
benefit of third parties) as well as the respective directors, officers,
shareholders, partners, employees, agents, servants, representatives,
contractors, subcontractors, affiliates, subsidiaries, participants, successors
and assigns of any and all of the foregoing (including, but not limited to, any
other Person who holds or acquires, or will have held, a participation or other
full or partial interest in the Loan or the Property, whether during the term of
the Loan or as a part of or following a foreclosure of the Loan and including,
but not limited to, any successors by merger, consolidation or acquisition of
all or a substantial portion of Indemnitee's assets and business).

                  The term "INVESTORS" means collectively, any purchaser,
transferee, assignee, servicer, participant or investor of or in the Loan or the
Securities.

                  The term "LEGAL ACTION" means any claim, suit or proceeding,
whether administrative or judicial in nature.

                  The term "LOSSES" includes any losses, damages, costs, fees,
expenses, claims, suits, judgments, awards, liabilities (including but not
limited to strict liabilities), obligations, debts, diminutions in value, fines,
penalties, charges, costs of Remediation (whether or not performed voluntarily),
amounts paid in settlement, foreseeable and unforeseeable consequential damages,
litigation costs, attorneys' fees, engineers' fees, environmental consultants'
fees, and investigation costs (including but not limited to costs for sampling,
testing and analysis of soil, water, air, building materials, and other
materials and substances whether solid, liquid or gas), of whatever kind or
nature, and whether or not incurred in connection with any judicial or
administrative proceedings, actions, claims, suits, judgments or awards.

                  The term "RELEASE" includes, but is not limited to, any
release, deposit, discharge, emission, leaking, leaching, spilling, seeping,
migrating, injecting, pumping, pouring, emptying, escaping, dumping, disposing
or other movement of Hazardous Substances.

                  The term "REMEDIATION" includes, but is not limited to, any
response, remedial, removal, or corrective action; any activity to clean up,
detoxify, decontaminate, contain or otherwise remediate any Hazardous Substance;
any actions to prevent, cure or mitigate any Release of any Hazardous Substance;
any action to comply with any Environmental Laws or with any permits issued
pursuant thereto; any inspection, investigation, study, monitoring, assessment,
audit, sampling and testing, laboratory or other analysis, or evaluation
relating to any Hazardous Substances.

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                  7.       UNIMPAIRED LIABILITY. The liability of Indemnitor
under this Agreement shall in no way be limited or impaired by, and Indemnitor
hereby consents to and agrees to be bound by, any amendment or modification of
the provisions of the Note, the Loan Agreement, the Mortgage or any other Loan
Document to or with Indemnitee by Indemnitor or any Person who succeeds
Indemnitor or any Person as owner of the Property. In addition, the liability of
Indemnitor under this Agreement shall in no way be limited or impaired by (i)
any extensions of time for performance required by the Note, the Loan Agreement,
the Mortgage or any of the other Loan Documents, (ii) any sale or transfer of
all or part of the Property, (iii) except as provided herein, any exculpatory
provision in the Note, the Loan Agreement, the Mortgage, or any of the other
Loan Documents limiting Indemnitee's recourse to the Property or to any other
security for the Note, or limiting Indemnitee's rights to a deficiency judgment
against Indemnitor, (iv) the accuracy or inaccuracy of the representations and
warranties made by Indemnitor under the Note, the Loan Agreement, the Mortgage
or any of the other Loan Documents or herein, (v) the release of Indemnitor or
any other Person from performance or observance of any of the agreements,
covenants, terms or condition contained in any of the other Loan Documents by
operation of law, Indemnitee's voluntary act, or otherwise, (vi) the release or
substitution in whole or in part of any security for the Note, or (vii)
Indemnitee's failure to record the Mortgage or file any UCC financing statements
(or Indemnitee's improper recording or filing of any thereof) or to otherwise
perfect, protect, secure or insure any security interest or lien given as
security for the Note; and, in any such case, whether with or without notice to
Indemnitor and with or without consideration.

                  8.       ENFORCEMENT. Indemnified Parties may enforce the
obligations of Indemnitor without first resorting to or exhausting any security
or collateral or without first having recourse to the Note, the Loan Agreement,
the Mortgage, or any other Loan Documents or any of the Property, through
foreclosure proceedings or otherwise, provided, however, that nothing herein
shall inhibit or prevent Indemnitee from suing on the Note, foreclosing, or
exercising any power of sale under, the Mortgage, or exercising any other rights
and remedies thereunder. This Agreement is not collateral or security for the
debt of Indemnitor pursuant to the Loan, unless Indemnitee expressly elects in
writing to make this Agreement additional collateral or security for the debt of
Indemnitor pursuant to the Loan, which Indemnitee is entitled to do in its sole
and absolute discretion. It is not necessary for an Event of Default to have
occurred for Indemnified Parties to exercise their rights pursuant to this
Agreement. Notwithstanding any provision of the Loan Agreement, the obligations
pursuant to this Agreement are exceptions to any non-recourse or exculpation
provision of the Loan Agreement; Indemnitor is fully and personally liable for
such obligations, and such liability is not limited to the original or amortized
principal balance of the Loan or the value of the Property.

                  9.       SURVIVAL. The obligations and liabilities of
Indemnitor under this Agreement shall fully survive indefinitely notwithstanding
any termination, satisfaction, assignment, entry of a judgment of foreclosure,
exercise of any power of sale, or delivery of a deed in lieu of foreclosure of
the Mortgage. Notwithstanding the provisions of this Agreement to the contrary,
the liabilities and obligations of Indemnitor hereunder shall not apply to the
extent that Indemnitor can prove that such liabilities and obligations arose
solely from Hazardous Substances that: (a) were not present on or a threat to
the Property prior to the date that Indemnitee or its nominee acquired title to
the Property, whether by foreclosure, exercise of

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power of sale or otherwise and (b) were not the result of any act or negligence
of Indemnitor or any of Indemnitor's affiliates, agents or contractors.

                  10.      INTEREST. Any amounts payable to any Indemnified
Parties under this Agreement shall become immediately due and payable on demand
and, if not paid within thirty (30) days of such demand therefor, shall bear
interest at the lesser of (a) the Default Rate or (b) the maximum interest rate
which Indemnitor may by law pay or Indemnified Parties may charge and collect,
from the date payment was due, provided that the foregoing shall be subject to
the provisions of Article 4 of the Note.

                  11.      WAIVERS. (a) Indemnitor hereby waives (i) any right
or claim of right to cause a marshaling of Indemnitor's assets or to cause
Indemnitee or other Indemnified Parties to proceed against any of the security
for the Loan before proceeding under this Agreement against Indemnitor; (ii) and
relinquishes all rights and remedies accorded by applicable law to indemnitors
or guarantors, except any rights of subrogation which Indemnitor may have,
provided that the indemnity provided for hereunder shall neither be contingent
upon the existence of any such rights of subrogation nor subject to any claims
or defenses whatsoever which may be asserted in connection with the enforcement
or attempted enforcement of such subrogation rights including, without
limitation, any claim that such subrogation rights were abrogated by any acts of
Indemnitee or other Indemnified Parties; (iii) the right to assert a
counterclaim, other than a mandatory or compulsory counterclaim, in any action
or proceeding brought against or by Indemnitee or other Indemnified Parties;
(iv) notice of acceptance hereof and of any action taken or omitted in reliance
hereon; (v) presentment for payment, demand of payment, protest or notice of
nonpayment or failure to perform or observe, or other proof, or notice or
demand; and (vi) all homestead exemption rights against the obligations
hereunder and the benefits of any statutes of limitations or repose.
Notwithstanding anything to the contrary contained herein, Indemnitor hereby
agrees to postpone the exercise of any rights of subrogation with respect to any
collateral securing the Loan until the Loan shall have been paid in full.

                  (b)      INDEMNITOR HEREBY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM, WHETHER IN CONTRACT, TORT OR OTHERWISE, RELATING TO THIS AGREEMENT
OR THE OTHER LOAN DOCUMENTS OR ANY ACTS OR OMISSIONS OF ANY INDEMNIFIED PARTIES
IN CONNECTION THEREWITH.

                  12.      SUBROGATION. Indemnitor shall take any and all
reasonable actions, including institution of legal action against third parties,
necessary or appropriate to obtain reimbursement, payment or compensation from
such persons responsible for the presence of any Hazardous Substances at, in,
on, under or near the Property or otherwise obligated by law to bear the cost.
Indemnified Parties shall be and hereby are subrogated to all of Indemnitor's
rights now or hereafter in such claims.

                  13.      INDEMNITOR'S REPRESENTATIONS AND WARRANTIES.
Indemnitor represents and warrants that:

                                      - 8 -

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                  (a)      it has the full power and authority to execute and
deliver this Agreement and to perform its obligations hereunder; the execution,
delivery and performance of this Agreement by Indemnitor has been duly and
validly authorized; and all requisite action has been taken by Indemnitor to
make this Agreement valid and binding upon Indemnitor, enforceable in accordance
with its terms;

                  (b)      its execution of, and compliance with, this Agreement
is in the ordinary course of business of Indemnitor and will not result in the
breach of any term or provision of the charter, by-laws, partnership or trust
agreement, or other governing instrument of Indemnitor or result in the breach
of any term or provision of, or conflict with or constitute a default under, or
result in the acceleration of any obligation under, any agreement, indenture or
loan or credit agreement or other instrument to which Indemnitor or the Property
is subject, or result in the violation of any law, rule, regulation, order,
judgment or decree to which Indemnitor or the Property is subject;

                  (c)      to the best of Indemnitor's knowledge, there is no
action, suit, proceeding or investigation pending or threatened against it
which, either in any one instance or in the aggregate, may result in any
material adverse change in the business, operations, financial condition,
properties or assets of Indemnitor, or in any material impairment of the right
or ability of Indemnitor to carry on its business substantially as now
conducted, or in any material liability on the part of Indemnitor, or which
would draw into question the validity of this Agreement or of any action taken
or to be taken in connection with the obligations of Indemnitor contemplated
herein, or which would be likely to impair materially the ability of Indemnitor
to perform under the terms of this Agreement;

                  (d)      it does not believe, nor does it have any reason or
cause to believe, that it cannot perform each and every covenant contained in
this Agreement;

                  (e)      to the best of Indemnitor's knowledge, no approval,
authorization, order, license or consent of, or registration or filing with, any
governmental authority or other person, and no approval, authorization or
consent of any other party is required in connection with this Agreement; and

                  (f)      this Agreement constitutes a valid, legal and binding
obligation of Indemnitor, enforceable against it in accordance with the terms
hereof.

                  14.      NO WAIVER. No delay by any Indemnified Party in
exercising any right, power or privilege under this Agreement shall operate as a
waiver of any such privilege, power or right.

                  15.      NOTICE OF LEGAL ACTIONS. Each party hereto shall,
within five (5) business days of receipt thereof, give written notice to the
other party hereto of (i) any notice, advice or other communication from any
Governmental Authority or any source whatsoever with respect to Hazardous
Substances on, from or affecting the Property, and (ii) any legal action brought
against such party or related to the Property, with respect to which Indemnitor
may have liability under this Agreement. Such notice shall comply with the
provisions of Section 19 hereof.

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                  16.      INTENTIONALLY DELETED.

                  17.      TRANSFER OF LOAN. Indemnitee may, at any time, sell,
transfer or assign the Note, the Loan Agreement, the Mortgage, this Agreement
and the other Loan Documents, and any or all servicing rights with respect
thereto, or grant participations therein or issue mortgage pass-through
certificates. Indemnitee may forward to each purchaser, transferee, assignee,
servicer or participant (the foregoing entities hereinafter collectively
referred to as the "Investor") and each prospective Investor, all documents and
information which Indemnitee now has or may hereafter acquire relating to
Indemnitor and the Property, whether furnished by Indemnitor, any guarantor or
otherwise, as Indemnitee determines necessary or desirable. Indemnitor and any
guarantor agree to cooperate with Indemnitee in connection with any transfer
made pursuant to this Section, including, without limitation, the delivery of an
estoppel certificate and such other documents as may be reasonably requested by
Indemnitee. Indemnitor shall also furnish, and Indemnitor and any guarantor
hereby consent to Indemnitee furnishing to such Investors or such prospective
Investors, any and all information concerning the financial condition of the
Indemnitor and any guarantor and any and all information concerning the Property
and the Leases as may be requested by Indemnitee, any Investor or any
prospective Investor in connection with any sale, transfer or participation
interest.

                  18.      INTENTIONALLY DELETED.

                  19.      NOTICES. All notices or other written communications
hereunder shall be made in accordance with Section 10.6 of the Loan Agreement.

                  20.      DUPLICATE ORIGINALS; COUNTERPARTS. This Agreement may
be executed in any number of duplicate originals and each duplicate original
shall be deemed to be an original. This Agreement may be executed in several
counterparts, each of which counterparts shall be deemed an original instrument
and all of which together shall constitute a single Agreement. The failure of
any party hereto to execute this Agreement, or any counterpart hereof, shall not
relieve the other signatories from their obligations hereunder.

                  21.      NO ORAL CHANGE. This Agreement, and any provisions
hereof, may not be modified, amended, waived, extended, changed, discharged or
terminated orally or by any act or failure to act on the part of Indemnitor or
any Indemnified Party, but only by an agreement in writing signed by the party
against whom enforcement of any modification, amendment, waiver, extension,
change, discharge or termination is sought.

                  22.      HEADINGS, ETC. The headings and captions of various
paragraphs of this Agreement are for convenience of reference only and are not
to be construed as defining or limiting, in any way, the scope or intent of the
provisions hereof.

                  23.      NUMBER AND GENDER/SUCCESSORS AND ASSIGNS. All
pronouns and any variations thereof shall be deemed to refer to the masculine,
feminine, neuter, singular or plural as the identity of the person or persons
referred to may require. Without limiting the effect of specific references in
any provision of this Agreement, the term "Indemnitor" shall be deemed to refer
to each and every Person comprising an Indemnitor from time to time, as the
sense of a particular provision may require, and to include the heirs,
executors, administrators, legal

                                     - 10 -

<PAGE>

representatives, successors and assigns of Indemnitor, all of whom shall be
bound by the provisions of this Agreement, provided that no obligation of
Indemnitor may be assigned except with the written consent of Indemnitee. Each
reference herein to Indemnitee shall be deemed to include its successors and
assigns. This Agreement shall inure to the benefit of Indemnified Parties and
their respective successors and assigns forever.

                  24.      RELEASE OF LIABILITY. Any one or more parties liable
upon or in respect of this Agreement may be released without affecting the
liability of any party not so released.

                  25.      RIGHTS CUMULATIVE. The rights and remedies herein
provided are cumulative and not exclusive of any rights or remedies which
Indemnitee has under the Note, the Mortgage, the Loan Agreement or the other
Loan Documents or would otherwise have at law or in equity.

                  26.      INAPPLICABLE PROVISIONS. If any term, condition or
covenant of this Agreement shall be held to be invalid, illegal or unenforceable
in any respect, this Agreement shall be construed without such provision.

                  27.      GOVERNING LAW. This Agreement shall be governed in
accordance with the terms and provisions of Section 10.3 of the Loan Agreement

                  28.      JOINT AND SEVERAL LIABILITY. If Indemnitor consists
of more than one person or entity, the obligations and liabilities of each such
person hereunder are joint and several.

                  29.      MISCELLANEOUS. (a) Wherever pursuant to this
Agreement (i) Indemnitee exercises any right given to it approve or disapprove,
(ii) any arrangement or term is to be satisfactory to Indemnitee, or (iii) any
other decision or determination is to be made by Indemnitee, the decision of
Indemnitee to approve or disapprove, all decisions that arrangements or terms
are satisfactory or not satisfactory and all other decisions and determinations
made by Indemnitee, shall be in the sole and absolute discretion of Indemnitee
and shall be final and conclusive, except as may be otherwise expressly and
specifically provided herein.

                  (b)      Wherever pursuant to this Agreement it is provided
that Indemnitor pay any costs and expenses, such costs and expenses shall
include, but not be limited to, reasonable legal fees and disbursements of
Indemnitee.

                  30.      STATE SPECIFIC PROVISIONS. In the event of any
inconsistencies between the other terms and conditions of this Agreement and
this Section 29, the terms and conditions of this Section 29 shall control and
be binding.

                                     [NONE]

                         [NO FURTHER TEXT ON THIS PAGE]

                                     - 11 -

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         IN WITNESS WHEREOF, this Agreement has been executed by Indemnitor and
is effective as of the day and year first above written.

                                           INDEMNITOR

                                           WESCO REAL ESTATE IV, LLC, a Delaware
                                           limited liability company

                                           By: _________________________________
                                               Name:
                                               Title:

                                           INDEMNITOR

                                           WESCO INTERNATIONAL, INC., a Delaware
                                           corporation

                                           By: _________________________________
                                               Name:
                                               Title:

<PAGE>

                                    EXHIBIT A

                               (LEGAL DESCRIPTION