Common use of Environmental Indemnity Clause in Contracts

Environmental Indemnity. Borrowers covenant and agree, at their sole cost and expense, to protect, defend, indemnify, release and hold Environmental Indemnified Parties harmless from and against any and all Losses imposed upon or incurred by or asserted against any Environmental Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following (other than Losses imposed upon or incurred by or asserted against any Environmental Indemnified Parties to the extent that the Borrowers can prove (1) that such Losses were caused exclusively by actions, conditions or events that occurred entirely after the date that Lender (or Lender’s designee or transferee by reason of exercise of remedies) actually acquired title to the applicable Individual Property, and (2) that such Losses were not caused or occasioned by the actions or inactions of any Borrower, any Manager, Operating Lessee or any agent, employee, contractor or any Affiliate of any of the foregoing): (a) any presence or use of any Hazardous Substances in, on, above, under, from or affecting any Individual Property; (b) any past, present or threatened Release of Hazardous Substances in, on, above, under, from or affecting any Individual Property; (c) any activity by any Borrower, any Person affiliated with any Borrower, and any tenant or other user of such Individual 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 such Individual Property of or exposure to any Hazardous Substances at any time located in, under, on or above such Individual Property; (d) any activity by any Borrower, any Person affiliated with any Borrower, and any tenant or other user of such Individual Property in connection with any actual or proposed Remediation of any Hazardous Substances at any time located in, under, on, above or affecting such Individual 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 such Individual Property or operations thereon, including but not limited to any failure by any Borrower, any Person affiliated with any Borrower, and any tenant or other user of any Individual 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 any Individual 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 any Individual Property, including but not limited to costs to investigate and assess such injury, destruction or loss; (i) any acts of such Borrower, any Person affiliated with any Borrower, and any tenant or other user of any Individual 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 Substances; (j) any acts of such Borrower, any Person affiliated with any such Borrower, and any tenant or other user of such Individual 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 such Individual 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 or any other Loan Document. IT IS EXPRESSLY ACKNOWLEDGED AND AGREED BY EACH BORROWER THAT THE INDEMNITY (AND/OR THE RELEASE) CONTAINED IN THIS SECTION 5.1(F) PROTECTS LENDER FROM THE CONSEQUENCES OF LENDER’S ACTS OR OMISSIONS, INCLUDING WITHOUT LIMITATION, THE NEGLIGENT ACTS OR OMISSIONS OF LENDER TO THE EXTENT PERMITTED BY LAW; PROVIDED, HOWEVER, THAT NOTHING CONTAINED HEREIN SHALL BE DEEMED TO RELIEVE THE LENDER FROM LIABILITY DUE TO ITS FRAUD, WILLFUL MISCONDUCT OR GROSS NEGLIGENCE.

Environmental Indemnity. Borrowers covenant Without in any way limiting the generality of the other provisions contained in this Section 13.2, CSSW Parent and agreethe Borrower, at their sole cost jointly and expenseseverally, agree to defend, protect, defend, indemnify, release save and hold Environmental harmless each Indemnified Parties harmless Person, whether as beneficiary of any of the Security Documents, as a mortgagee in possession, or as successor-in-interest to CSSW Parent or the Borrower, by foreclosure deed or deed in lieu of foreclosure, or otherwise, from and against any and all Losses liabilities, obligations, losses, damages (including foreseeable and unforeseeable consequential damages and punitive claims), penalties, fees, claims, actions, judgments, suits, costs, disbursements (including, without limitation, Attorney Costs and consultants’ fees and disbursements) and expenses (collectively, “Losses”) of any kind or nature whatsoever that may at any time be incurred by, imposed upon on, asserted or incurred by or asserted awarded against any Environmental such Indemnified Parties and Person directly or indirectly indirectly, based on, or arising out of, or resulting from, (A) the actual or alleged presence of Hazardous Substances on, in, under or in affecting all or any way portion of the Property whether or not the same originates or emanates from the Property or any property adjoining or adjacent to the Property or from properties at which any Hazardous Substances generated, stored or handled by CSSW Parent, the Borrower or any of its Subsidiaries were released or disposed of, (B) any Environmental Claim relating to the Projects or (C) the exercise of any one or more Secured Party’s rights under any of the following provisions of the Security Documents (other than Losses imposed upon the “Indemnified Matters”), whether any of the Indemnified Matters arise before or incurred by or asserted against any Environmental Indemnified Parties to the extent that the Borrowers can prove (1) that such Losses were caused exclusively by actions, conditions or events that occurred entirely after the date that Lender (or Lender’s designee or transferee by reason of exercise of remedies) actually acquired title to the applicable Individual Property, and (2) that such Losses were not caused or occasioned by the actions or inactions of any Borrower, any Manager, Operating Lessee or any agent, employee, contractor or any Affiliate foreclosure of any of the foregoing): security interests or other taking of title to all or any portion of the Projects by any Secured Party, including, without limitation, (ax) any presence the costs of removal or use remediation of any and all Hazardous Substances infrom all or any portion of the Property, any property adjoining or adjacent to the Property, (y) additional costs required to take reasonable precautions to protect against the release of Hazardous Substances on, abovein, under, from or affecting any Individual Property; (b) any pastthe Property into the environment, present or threatened Release of Hazardous Substances in, on, above, under, from or affecting any Individual Property; (c) any activity by any Borrowerincluding air, any Person affiliated with body of water, any Borrowerother public domain or any surrounding areas, and any tenant or other user of such Individual Property (z) costs incurred to comply, in connection with all or any actualportion of the Property or any surrounding areas, proposed with all applicable Environmental Laws with respect to Hazardous Substances, except to the extent that any such Indemnified Matter is determined by a court of competent jurisdiction in a final and non-appealable order to have arisen from fraud, gross negligence 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 such Individual Property of or exposure to any Hazardous Substances at any time located in, under, on or above such Individual Property; (d) any activity by any Borrower, any Person affiliated with any Borrower, and any tenant or other user willful misconduct of such Individual Property in connection with any actual or proposed Remediation of any Hazardous Substances at any time located in, under, on, above or affecting such Individual 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 such Individual Property or operations thereon, including but not limited to any failure by any Borrower, any Person affiliated with any Borrower, and any tenant or other user of any Individual 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 any Individual 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 any Individual Property, including but not limited to costs to investigate and assess such injury, destruction or loss; (i) any acts of such Borrower, any Person affiliated with any Borrower, and any tenant or other user of any Individual 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 Substances; (j) any acts of such Borrower, any Person affiliated with any such Borrower, and any tenant or other user of such Individual 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 such Individual 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 or any other Loan Document. IT IS EXPRESSLY ACKNOWLEDGED AND AGREED BY EACH BORROWER THAT THE INDEMNITY (AND/OR THE RELEASE) CONTAINED IN THIS SECTION 5.1(F) PROTECTS LENDER FROM THE CONSEQUENCES OF LENDER’S ACTS OR OMISSIONS, INCLUDING WITHOUT LIMITATION, THE NEGLIGENT ACTS OR OMISSIONS OF LENDER TO THE EXTENT PERMITTED BY LAW; PROVIDED, HOWEVER, THAT NOTHING CONTAINED HEREIN SHALL BE DEEMED TO RELIEVE THE LENDER FROM LIABILITY DUE TO ITS FRAUD, WILLFUL MISCONDUCT OR GROSS NEGLIGENCEIndemnified Person.

Environmental Indemnity. Borrowers covenant and agree, at their sole cost and expense, to protect, defend, indemnify, release and hold Environmental Indemnified Parties harmless from and against any and all Losses imposed upon or incurred by or asserted against any Environmental Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following (other than Losses imposed upon or incurred by or asserted against any Environmental Indemnified Parties to the extent that the Borrowers can prove (1) that such Losses were caused exclusively by actions, conditions or events that occurred entirely after the date that Lender (or Lender’s 's designee or transferee by reason of exercise of remedies) actually acquired title to the applicable Individual Property, and (2) that such Losses were not caused or occasioned by the actions or inactions of any Borrower, any Manager, Operating Lessee or any agent, employee, contractor or any Affiliate of any of the foregoing): (a) any presence or use of any Hazardous Substances in, on, above, under, from or affecting any Individual Property; (b) any past, present or threatened Release of Hazardous Substances in, on, above, under, from or affecting any Individual Property; (c) any activity by any Borrower, any Person affiliated with any Borrower, and any tenant or other user of such Individual 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 such Individual Property of or exposure to any Hazardous Substances at any time located in, under, on or above such Individual Property; (d) any activity by any Borrower, any Person affiliated with any Borrower, and any tenant or other user of such Individual Property in connection with any actual or proposed Remediation of any Hazardous Substances at any time located in, under, on, above or affecting such Individual 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 such Individual Property or operations thereon, including but not limited to any failure by any Borrower, any Person affiliated with any Borrower, and any tenant or other user of any Individual 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 any Individual 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 any Individual Property, including but not limited to costs to investigate and assess such injury, destruction or loss; (i) any acts of such Borrower, any Person affiliated with any Borrower, and any tenant or other user of any Individual 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 Substances; (j) any acts of such Borrower, any Person affiliated with any such Borrower, and any tenant or other user of such Individual 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 such Individual 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 or any other Loan Document. IT IS EXPRESSLY ACKNOWLEDGED AND AGREED BY EACH BORROWER THAT THE INDEMNITY (AND/OR THE RELEASE) CONTAINED IN THIS SECTION 5.1(F) PROTECTS LENDER FROM THE CONSEQUENCES OF LENDER’S ACTS OR OMISSIONS, INCLUDING WITHOUT LIMITATION, THE NEGLIGENT ACTS OR OMISSIONS OF LENDER TO THE EXTENT PERMITTED BY LAW; PROVIDED, HOWEVER, THAT NOTHING CONTAINED HEREIN SHALL BE DEEMED TO RELIEVE THE LENDER FROM LIABILITY DUE TO ITS FRAUD, WILLFUL MISCONDUCT OR GROSS NEGLIGENCE.for

Environmental Indemnity. Borrowers covenant and agreeSubject to the provisions contained in this Section 10, at their sole cost and expense, Sellers shall pay to protect, defend, indemnify, release and hold Purchaser an amount equal to any Environmental Indemnified Parties harmless from and against any and all Losses imposed upon or incurred by Purchaser or asserted against any Environmental Indemnified Parties and directly or indirectly arising the Companies which arise out of or in any way relating to any one or more of the following of (other than Losses imposed upon or incurred by or asserted against any Environmental Indemnified Parties to the extent that the Borrowers can prove (1a) that such Losses were caused exclusively by actions, conditions or events that occurred entirely after the date that Lender (or Lender’s designee or transferee by reason of exercise of remedies) actually acquired title to the applicable Individual Property, and (2) that such Losses were not caused or occasioned by the actions or inactions of any Borrower, any Manager, Operating Lessee or any agent, employee, contractor or any Affiliate a breach of any of the foregoing): (a) any presence or use of any Hazardous Substances in, on, above, under, from or affecting any Individual Propertyrepresentations contained in Section 10.2; or (b) the Duisburg Contamination, provided that any past, present or threatened Release of Hazardous Substances in, Environmental Contamination identified within three years after the Closing on, aboveor in the vicinity of, under, from or affecting any Individual Propertythe Duisburg Meiderich Site shall be rebuttably presumed (widerlegbare Vermutung) to have existed prior to the Closing Date; or (c) any activity by any BorrowerEnvironmental Contamination (other than the matters covered in Sections 10.3 (b), any Person affiliated with any Borrower(d), (e) and any tenant (f) herein or other user the shallow zone soil and groundwater contamination at the Solbiate site described in paragraph 10.3 (c) of such Individual Property in connection with any actualthe Disclosure Schedule) which, 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 prior to or on the Closing Date, has existed or is existing on, at, under or emanating from such Individual Property any property owned, possessed or operated by the Companies on the Closing Date; any Environmental Matters, as existing on the Closing Date, which are identified in paragraph 10.2 (a), (b) and (g) of or exposure to any Hazardous Substances at any time located in, under, on or above such Individual Propertythe Disclosure Schedule; or (d) any activity Environmental Contamination affecting (i) any property formerly owned, leased or occupied by any BorrowerCompany (or its legal predecessors) or (ii) any property to which Hazardous Materials have been shipped or transported by any Company (or its legal predecessor) for treatment, any Person affiliated with any Borrowerhandling, and any tenant storage or other user of such Individual Property in connection with any actual or proposed Remediation of any Hazardous Substances at any time located in, under, on, above or affecting such Individual Property, whether or not such Remediation is voluntary or pursuant disposal prior to court or administrative order, including but not limited to any removal, remedial or corrective actionthe Closing Date; or (e) the manufacture, distribution or use of asbestos-containing products (excluding, for the purpose of this Section 10.3 (e) only, the use of asbestos in the construction of the plants and buildings of the Companies and their predecessors) by any pastof the Companies or their predecessors prior to the Closing Date; or (f) any asbestos-related claims listed in paragraph 10.3 (f) of the Disclosure Schedule, present provided that, with respect to Section 10.3 (b) – (d) (without prejudice to Sellers’ rights under Section 10.6 with respect to any matters referred to in Section 10.3 (a) – (f)), Purchaser or threatened non-compliance or violations of any Environmental Laws (or permits issued the relevant Company is required pursuant to any Environmental LawLaw to remedy the matter (including, without limitation, investigation, monitoring, clean up, securing measure, measure to eliminate or reduce, containment, dumping of excavated earth) or to pay compensation or damages to any third party by a final and binding or enforceable decision or order of a court or public authority or prompt remediation is required pursuant to any Environmental Law or the respective remedial action or the payment of compensation or damages has been agreed to by Sellers (provided that Sellers shall not unreasonably withhold their consent to any settlement agreement with any public authority on terms and conditions requested by the authority in accordance with applicable law). In connection with such Individual Property or operations thereon, including but not limited to any failure by any Borrower, any Person affiliated with any Borrower, and any tenant or other user of any Individual 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 remediation of any Environmental Lien encumbering any Individual Property; Contamination, Environmental Loss under Section 10.3 (ga) any administrative processes through (d) shall include only the lowest cost alternative methods and scope of work, consistent with the relevant decision of the competent public authority or proceedings court decision or judicial proceedings settlement and applicable Environmental Law in any way connected with any matter addressed in this Agreement; (h) any past, present or threatened injury to, destruction effect as of or loss of natural resources in any way connected with any Individual Property, including but not limited to costs to investigate and assess such injury, destruction or loss; (i) any acts the date of such Borrower, any Person affiliated remedial action; provided that such methods and scope of work are also consistent with any Borrower, and any tenant or other user Purchaser’s reasonable business use of any Individual 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 Substances; (j) any acts of such Borrower, any Person affiliated with any such Borrower, and any tenant or other user of such Individual 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 such Individual 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 or any other Loan Document. IT IS EXPRESSLY ACKNOWLEDGED AND AGREED BY EACH BORROWER THAT THE INDEMNITY (AND/OR THE RELEASE) CONTAINED IN THIS SECTION 5.1(F) PROTECTS LENDER FROM THE CONSEQUENCES OF LENDER’S ACTS OR OMISSIONS, INCLUDING WITHOUT LIMITATION, THE NEGLIGENT ACTS OR OMISSIONS OF LENDER TO THE EXTENT PERMITTED BY LAW; PROVIDED, HOWEVER, THAT NOTHING CONTAINED HEREIN SHALL BE DEEMED TO RELIEVE THE LENDER FROM LIABILITY DUE TO ITS FRAUD, WILLFUL MISCONDUCT OR GROSS NEGLIGENCEaffected property.

Environmental Indemnity. Borrowers covenant and agree, at their sole cost and expense, to protect, defend, indemnify, release and hold Environmental Indemnified Parties harmless from and against any and all Losses imposed upon or incurred by or asserted against any Environmental Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following (other than Losses imposed upon or incurred by or asserted against any Environmental Indemnified Parties to the extent that the Borrowers can prove (1) that such Losses were caused exclusively by actions, conditions or events that occurred entirely after the date that Lender (or Lender’s 's designee or transferee by reason of exercise of remedies) actually acquired title to the applicable Individual Property, and (2) that such Losses were not caused or occasioned by the actions or inactions of any Borrower, any Manager, Operating Lessee Manager or any agent, employee, contractor or any Affiliate of any of the foregoing): (a) any presence or use of any Hazardous Substances in, on, above, under, from or affecting any Individual Property; (b) any past, present or threatened Release of Hazardous Substances in, on, above, under, from or affecting any Individual Property; (c) any activity by any Borrower, any Person affiliated with any Borrower, and any tenant or other user of such Individual 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 such Individual Property of or exposure to any Hazardous Substances at any time located in, under, on or above such Individual Property; (d) any activity by any Borrower, any Person affiliated with any Borrower, and any tenant or other user of such Individual Property in connection with any actual or proposed Remediation of any Hazardous Substances at any time located in, under, on, above or affecting such Individual 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 such Individual Property or operations thereon, including but not limited to any failure by any Borrower, any Person affiliated with any Borrower, and any tenant or other user of any Individual 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 any Individual 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 any Individual Property, including but not limited to costs to investigate and assess such injury, destruction or loss; (i) any acts of such Borrower, any Person affiliated with any Borrower, and any tenant or other user of any Individual 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 Substances; (j) any acts of such Borrower, any Person affiliated with any such Borrower, and any tenant or other user of such Individual 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 such Individual 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 or any other Loan Document. IT IS EXPRESSLY ACKNOWLEDGED AND AGREED BY EACH BORROWER THAT THE INDEMNITY (AND/OR THE RELEASE) CONTAINED IN THIS SECTION 5.1(F) PROTECTS LENDER FROM THE CONSEQUENCES OF LENDER’S ACTS OR OMISSIONS, INCLUDING WITHOUT LIMITATION, THE NEGLIGENT ACTS OR OMISSIONS OF LENDER TO THE EXTENT PERMITTED BY LAW; PROVIDED, HOWEVER, THAT NOTHING CONTAINED HEREIN SHALL BE DEEMED TO RELIEVE THE LENDER FROM LIABILITY DUE TO ITS FRAUD, WILLFUL MISCONDUCT OR GROSS NEGLIGENCE.Hazardous

Environmental Indemnity. Borrowers covenant and agree, at their sole cost and expense, to Environmental Indemnitors shall protect, defend, indemnify, release defend and hold Environmental Indemnified Parties Lender and any successors to Lender's interest in the Projects, and any other party who acquires any portion of any Project at a foreclosure sale or otherwise through the exercise of Lender's rights and remedies under the Loan Documents, and all directors, officers, employees and agents of all of the aforementioned indemnified parties, harmless from and against any and all Losses imposed upon actual or incurred by potential claims, liabilities, damages (direct or asserted against any Environmental Indemnified Parties indirect), and directly or indirectly arising Expenses which arise out of or relate in any way relating to any one breach of any representation, warranty or more of the following (other than Losses imposed upon covenant contained herein, or incurred by or asserted against any Environmental Indemnified Parties Proceedings or any use, handling, production, transportation, disposal, release or storage of any Hazardous Material in, under or on any Project, whether by any Environmental Indemnitor or any other person, including, without limitation: (a) all foreseeable and all unforeseeable Expenses (including any loss of principal and interest due and owing on the Loan) arising out of: (i) Environmental Proceedings or the use, generation, storage, discharge or disposal of Hazardous Material by Environmental Indemnitors, any prior owner or operator of any Project or any person on or about any Project; (ii) any residual contamination affecting any natural resource or the environment; or (iii) any exercise by Lender of any of its rights and remedies hereunder; and (b) the costs of any required or necessary investigation, assessment, testing, remediation, repair, cleanup, or detoxification of any Project and the preparation of any closure or other required plans. Environmental Indemnitors' liability to the extent that aforementioned indemnified parties shall arise upon the Borrowers can prove earlier to occur of (1) that such Losses were caused exclusively by actionsdiscovery of any Hazardous Material on, conditions under or events that occurred entirely after the date that Lender (about any Project, or Lender’s designee or transferee by reason of exercise of remedies) actually acquired title to the applicable Individual Property, and (2) that such Losses were not caused or occasioned by the actions or inactions of any Borrower, any Manager, Operating Lessee or any agent, employee, contractor or any Affiliate of any of the foregoing): (a) any presence or use of any Hazardous Substances in, on, above, under, from or affecting any Individual Property; (b) any past, present or threatened Release of Hazardous Substances in, on, above, under, from or affecting any Individual Property; (c) any activity by any Borrower, any Person affiliated with any Borrower, and any tenant or other user of such Individual 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 such Individual Property of or exposure to any Hazardous Substances at any time located in, under, on or above such Individual Property; (d) any activity by any Borrower, any Person affiliated with any Borrower, and any tenant or other user of such Individual Property in connection with any actual or proposed Remediation of any Hazardous Substances at any time located in, under, on, above or affecting such Individual 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 institution of any Environmental Laws (or permits issued pursuant to any Environmental Law) in connection with such Individual Property or operations thereon, including but not limited to any failure by any Borrower, any Person affiliated with any BorrowerProceedings, and any tenant not upon the realization of loss or other user of any Individual 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 any Individual 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 any Individual Property, including but not limited to costs to investigate and assess such injury, destruction or loss; (i) any acts of such Borrower, any Person affiliated with any Borrowerdamage, and Environmental Indemnitors shall pay to Lender from time to time, immediately upon request, an amount equal to such Expenses, as reasonably determined by Lender. In addition, in the event any tenant or other user of any Individual Property in arranging for disposal or treatmentHazardous Material is removed, or arranging with a transporter for transport for disposal or treatmentcaused to be removed from any Project, of Hazardous Substances at any facility or incineration vessel containing such or similar Hazardous Substances; (j) any acts of such Borrowerby Environmental Indemnitors, any Person affiliated with any such Borrower, and any tenant or other user of such Individual 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 such Individual 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 Lender or any other Loan Documentperson, the number assigned by the U.S. Environmental Protection Agency to such Environmental Proceedings or any similar identification shall in no event be in the name of Lender or identify the Lender as a generator, arranger or other designation. IT IS EXPRESSLY ACKNOWLEDGED AND AGREED BY EACH BORROWER THAT THE INDEMNITY (AND/OR THE RELEASE) CONTAINED IN THIS SECTION 5.1(F) PROTECTS LENDER FROM THE CONSEQUENCES OF LENDER’S ACTS OR OMISSIONSThe foregoing indemnity shall not include Expenses arising solely from Hazardous Material which first exists on any Project following the date on which the Lender takes title to such Project, INCLUDING WITHOUT LIMITATIONwhether by foreclosure of the applicable Mortgage, THE NEGLIGENT ACTS OR OMISSIONS OF LENDER TO THE EXTENT PERMITTED BY LAW; PROVIDED, HOWEVER, THAT NOTHING CONTAINED HEREIN SHALL BE DEEMED TO RELIEVE THE LENDER FROM LIABILITY DUE TO ITS FRAUD, WILLFUL MISCONDUCT OR GROSS NEGLIGENCEdeed-in-lieu thereof or otherwise.

Environmental Indemnity. Borrowers covenant and agreeTenant agrees to indemnify, at their sole cost and expense, to protectreimburse, defend, indemnify, release and hold Environmental harmless the Indemnified Parties harmless from for, from, and against all demands, claims, actions or causes of action, assessments, losses, damages, liabilities, costs and expenses, including, without limitation, interest, penalties, punitive and consequential damages, costs of any Remedial Work, reasonable attorneys, fees, disbursements and all Losses expenses, and reasonable consultants' fees, disbursements and expenses (but excluding internal overhead, administrative and similar costs of the Indemnified Parties), asserted against, resulting to, imposed upon on, or incurred by the Indemnified Parties, directly or asserted against indirectly, in connection with any of the following: (a) the events, circumstances, or conditions which are alleged to, or do, (1) relate to the presence, or release into the environment, of any Hazardous Substance at any location owned, leased or operated by Tenant or related to circumstances forming the basis of any violation, or alleged violation, of any Environmental Indemnified Parties Law by Tenant or with respect to any such locations, and directly in either case, result in Environmental Claims, or indirectly arising out of (2) constitute Environmental Violations; (b) any pollution or threat to human health or the environment that is related in any way relating to Tenant's or any previous owner's or operator's management, use, control, ownership or operation of any Project, including, without limitation, all onsite and offsite activities involving Hazardous Substances, and whether occurring, existing or arising prior to or from and after the date hereof; (c) any Environmental Claim against any Person whose liability for such Environmental Claim Owner has or may have assumed or retained either contractually or by operation of law; (d) any Remedial Work required to be performed pursuant to any one Environmental Law or more the terms hereof; or (e) the breach of any environmental representation ,warranty or covenant set forth in this Lease, including in each case, without limitation, with respect to each of the following (other than Losses imposed upon or incurred by or asserted against any Indemnified Parties, as the case may be, to the extent such Environmental Indemnified Parties Claims result from their respective negligence, except in each case, to the extent that the Borrowers can prove they result solely from their respective gross negligence or willful misconduct (1) that such Losses were caused exclusively by actions, conditions or events that occurred entirely after the date that Lender (or Lender’s designee or transferee by reason of exercise of remedies) actually acquired title subject to the applicable Individual Property, and (2) that such Losses were not caused or occasioned by the actions or inactions provisions of any Borrower, any Manager, Operating Lessee or any agent, employee, contractor or any Affiliate of any of the foregoing): (a) any presence or use of any Hazardous Substances in, on, above, under, from or affecting any Individual Property; (b) any past, present or threatened Release of Hazardous Substances in, on, above, under, from or affecting any Individual Property; (c) any activity by any Borrower, any Person affiliated with any Borrower, and any tenant or other user of such Individual 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 such Individual Property of or exposure to any Hazardous Substances at any time located in, under, on or above such Individual Property; (d) any activity by any Borrower, any Person affiliated with any Borrower, and any tenant or other user of such Individual Property in connection with any actual or proposed Remediation of any Hazardous Substances at any time located in, under, on, above or affecting such Individual 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 such Individual Property or operations thereon, including but not limited to any failure by any Borrower, any Person affiliated with any Borrower, and any tenant or other user of any Individual 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 any Individual 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 any Individual Property, including but not limited to costs to investigate and assess such injury, destruction or loss; (i) any acts of such Borrower, any Person affiliated with any Borrower, and any tenant or other user of any Individual 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 Substances; (j) any acts of such Borrower, any Person affiliated with any such Borrower, and any tenant or other user of such Individual 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 such Individual 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 or any other Loan Document. IT IS EXPRESSLY ACKNOWLEDGED AND AGREED BY EACH BORROWER THAT THE INDEMNITY (AND/OR THE RELEASE) CONTAINED IN THIS SECTION 5.1(F) PROTECTS LENDER FROM THE CONSEQUENCES OF LENDER’S ACTS OR OMISSIONS, INCLUDING WITHOUT LIMITATION, THE NEGLIGENT ACTS OR OMISSIONS OF LENDER TO THE EXTENT PERMITTED BY LAW; PROVIDED, HOWEVER, THAT NOTHING CONTAINED HEREIN SHALL BE DEEMED TO RELIEVE THE LENDER FROM LIABILITY DUE TO ITS FRAUD, WILLFUL MISCONDUCT OR GROSS NEGLIGENCESection 10.18(b)).

Environmental Indemnity. Borrowers covenant (i) Without in any way limiting the generality of the other provisions contained in this Section 11.2, the Borrower agrees, and agree, at their sole cost and expenseshall cause each other Borrower Party, to defend, protect, defend, indemnify, release save and hold Environmental harmless each Indemnified Parties harmless Person, whether as beneficiary of any of the Security Documents, as a mortgagee in possession, as successor-in-interest to the Borrower or any other Borrower Party by foreclosure deed or deed in lieu of foreclosure or otherwise, from and against any and all Losses liabilities, obligations, losses, damages (including foreseeable and unforeseeable consequential damages and punitive claims), penalties, claims, actions, judgments, suits, costs, fees, charges, expenses or disbursements (including Attorney Costs and consultants’ fees and disbursements) and expenses (collectively, “Losses”) of any kind or nature whatsoever that may at any time be incurred by, imposed upon on, asserted or incurred by or asserted awarded against any Environmental such Indemnified Parties and Person directly or indirectly based on, or arising out of or in resulting from: (A) the actual or alleged presence of Hazardous Materials on, in, under or affecting all or any way portion of the Site whether or not the same originates or emanates from the Site or any property adjoining or adjacent to the Site or from properties at which any Hazardous Materials generated, stored or handled by the Borrower were Released or disposed of; (B) any Environmental Claim relating to the Site or the Project; or (C) the exercise of any one or more Secured Party’s rights under any of the following provisions of the Security Documents (the “Indemnified Matters”), whether any of the Indemnified Matters arise before or after foreclosure of any of the Liens or other than Losses imposed upon taking of title to all or any portion of the Collateral by any Secured Party, including: (x) the costs of removal of any and all Hazardous Materials from all or any portion of the Site or any Property adjoining or adjacent to the Site; (y) costs required to take reasonable precautions to protect against the Release of Hazardous Materials at or from the Site into the air, any body of water, any other public domain or any surrounding areas; and (z) costs incurred to comply, in connection with all or any portion of the Site or, to the extent actually or potentially affected by Hazardous Materials at or asserted against from the Site, any surrounding areas, with all applicable Environmental Indemnified Parties Laws with respect to Hazardous Materials, except to the extent that any such Indemnified Matter arises from the Borrowers can prove gross negligence or willful misconduct of such Indemnified Person (1as determined by a court of competent jurisdiction in a final and non-appealable decision). (ii) that such Losses were caused exclusively In no event shall any Site visit, observation or testing by actions, conditions or events that occurred entirely after the date that Lender any Indemnified Person (or Lender’s designee or transferee by reason of exercise of remedies) actually acquired title to the applicable Individual Property, and (2) that such Losses were not caused or occasioned by the actions or inactions any representative of any Borrower, any Manager, Operating Lessee such Indemnified Person) be deemed to be a representation or any agent, employee, contractor warranty that Hazardous Materials are or any Affiliate of any of the foregoing): (a) any presence or use of any Hazardous Substances are not present in, on, aboveor under the Site, underor that there has been or shall be compliance with any Environmental Law. Except to the extent provided in a reliance letter, from neither the Borrower nor any other Person is entitled to rely on any Site visit, observation or affecting any Individual Property; (b) any past, present or threatened Release of Hazardous Substances in, on, above, under, from or affecting any Individual Property; (c) any activity testing by any BorrowerIndemnified Person. No Indemnified Person owes any duty of care to protect the Borrower or any other Person against, or to inform the Borrower or any other Person of, any Person affiliated with Hazardous Materials or any Borrowerother adverse condition affecting the Site or the Project, except and any tenant only to the extent such Hazardous Materials were actually Released or other user such adverse condition was actually caused by the negligent actions of such Individual Property Indemnified Person or its representatives in connection with any actual, proposed a Site visit or threatened use, treatment, storage, holding, existence, disposition or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation invasive testing at the Site. No Indemnified Person shall be obligated to or from such Individual Property of or exposure disclose to any Hazardous Substances at any time located in, under, on or above such Individual Property; (d) any activity by any Borrower, any Person affiliated with any Borrower, and any tenant or other user of such Individual Property in connection with any actual or proposed Remediation of any Hazardous Substances at any time located in, under, on, above or affecting such Individual 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 such Individual Property or operations thereon, including but not limited to any failure by any Borrower, any Person affiliated with any Borrower, and any tenant or other user of any Individual 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 any Individual 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 any Individual Property, including but not limited to costs to investigate and assess such injury, destruction or loss; (i) any acts of such Borrower, any Person affiliated with any Borrower, and any tenant or other user of any Individual 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 Substances; (j) any acts of such Borrower, any Person affiliated with any such Borrower, and any tenant or other user of such Individual 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 such Individual 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 Borrower or any other Loan Document. IT IS EXPRESSLY ACKNOWLEDGED AND AGREED BY EACH BORROWER THAT THE INDEMNITY (AND/OR THE RELEASE) CONTAINED IN THIS SECTION 5.1(F) PROTECTS LENDER FROM THE CONSEQUENCES OF LENDER’S ACTS OR OMISSIONSPerson any report or findings made as a result of, INCLUDING WITHOUT LIMITATIONor in connection with, THE NEGLIGENT ACTS OR OMISSIONS OF LENDER TO THE EXTENT PERMITTED BY LAW; PROVIDEDany Site visit, HOWEVER, THAT NOTHING CONTAINED HEREIN SHALL BE DEEMED TO RELIEVE THE LENDER FROM LIABILITY DUE TO ITS FRAUD, WILLFUL MISCONDUCT OR GROSS NEGLIGENCEobservation or testing by any Indemnified Person.

Environmental Indemnity. Borrowers covenant and agreeSubject to the terms of Article 13 above, at their sole cost and expense, to protect, each party (the "Indemnifying Party") shall defend, indemnify, release and hold Environmental harmless the other party, its members, employees, agents, officers, and directors (the "Indemnified Parties harmless Parties"), from and against any and all Losses imposed upon claims, demands, penalties, causes of action, fines, liabilities, settlements, damages (other than lost business, lost profits and other special and/or consequential damages, whether direct or incurred indirect, all claims for which are hereby irrevocably waived), costs, or expenses of whatever kind or nature, known or unknown, foreseen or unforeseen, contingent or otherwise (including, without limitation, reasonable counsel and consultant fees and expenses, investigation and laboratory fees and expenses, court costs, and litigation expenses) arising out of, or in any way related to, (i) any breach by the Indemnifying Party of the provisions of Section 15.2 above or asserted against by Landlord of the representations and warranties contained in Section 14.2.5 above, (ii) the presence, disposal, spillage, discharge, emission, leakage, release, or threatened release of any Environmental Indemnified Parties and directly Hazardous Material which is at, in, on, under, about, from or indirectly affecting the Project Site or any portion thereof, including, without limitation, any damage or injury resulting from any such Hazardous Material to or affecting the Project Site or the soil, water, air, vegetation, buildings, personal property, persons or animals located on the Project Site or on any other property or otherwise, which arose or occurred through the act or omission of the Indemnifying Party or resulted from the Indemnifying Party's use or occupancy of the Project Site, (iii) any personal injury (including wrongful death) or property damage (real or personal) arising out of or in any way relating to any one or more of the following (other than Losses imposed upon or incurred by or asserted against any Environmental Indemnified Parties related to the extent that the Borrowers can prove (1) that such Losses were caused exclusively by actionsgeneration, conditions or events that occurred entirely after the date that Lender (or Lender’s designee or transferee by reason storage, handling, processing, disposal of exercise of remedies) actually acquired title to the applicable Individual Property, and (2) that such Losses were not caused or occasioned by the actions or inactions of any Borrower, any Manager, Operating Lessee or any agent, employee, contractor or any Affiliate of any of the foregoing): (a) any presence or use of any such Hazardous Substances inMaterial by the Indemnifying Party, on, above, under, from or affecting any Individual Property; (biv) any pastlawsuit brought, present settlement reached, or threatened Release order or directive of or by any Governmental Authority relating to the Indemnifying Party's use of such Hazardous Substances inMaterial, on, above, under, from or affecting any Individual Property; (cv) any activity violation by any Borrower, any Person affiliated with any Borrower, and any tenant or other user of such Individual 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 such Individual Property of or exposure to any Hazardous Substances at any time located in, under, on or above such Individual Property; (d) any activity by any Borrower, any Person affiliated with any Borrower, and any tenant or other user of such Individual Property in connection with any actual or proposed Remediation of any Hazardous Substances at any time located in, under, on, above or affecting such Individual 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 the Indemnifying Party of any Environmental Laws (or permits issued pursuant to any Environmental Law) in connection with such Individual Property or operations thereon, including but not limited to any failure by any Borrower, any Person affiliated with any Borrower, and any tenant or other user of any Individual 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 any Individual 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 any Individual Property, including but not limited to costs to investigate and assess such injury, destruction or loss; (i) any acts of such Borrower, any Person affiliated with any Borrower, and any tenant or other user of any Individual 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 Substances; (j) any acts of such Borrower, any Person affiliated with any such Borrower, and any tenant or other user of such Individual 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 such Individual 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 or any other Loan Document. IT IS EXPRESSLY ACKNOWLEDGED AND AGREED BY EACH BORROWER THAT THE INDEMNITY (AND/OR THE RELEASE) CONTAINED IN THIS SECTION 5.1(F) PROTECTS LENDER FROM THE CONSEQUENCES OF LENDER’S ACTS OR OMISSIONS, INCLUDING WITHOUT LIMITATION, THE NEGLIGENT ACTS OR OMISSIONS OF LENDER TO THE EXTENT PERMITTED BY LAW; PROVIDED, HOWEVER, THAT NOTHING CONTAINED HEREIN SHALL BE DEEMED TO RELIEVE THE LENDER FROM LIABILITY DUE TO ITS FRAUD, WILLFUL MISCONDUCT OR GROSS NEGLIGENCERequirement.

Environmental Indemnity. Borrowers covenant and agree, at their sole cost and expense, to protect, defend, indemnify, release and hold Environmental Indemnified Parties harmless from and against any and all Losses imposed upon or incurred by or asserted against any Environmental Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following (other than Losses imposed upon or incurred by or asserted against any Environmental Indemnified Parties to the extent that the Borrowers can prove (1) that such Losses were caused exclusively by actions, conditions or events that occurred entirely after the date that Lender (or Lender’s designee or transferee by reason of exercise of remedies) actually acquired title to the applicable Individual Property, and (2) that such Losses were not caused or occasioned by the actions or inactions of any Borrower, any Manager, Operating Lessee or any agent, employee, contractor or any Affiliate of any of the foregoing): (a) any presence or use of any Hazardous Substances in, on, above, under, from or affecting any Individual Property; (b) any past, present or threatened Release of Hazardous Substances in, on, above, under, from or affecting any Individual Property; (c) any activity by any Borrower, any Person affiliated with any Borrower, and any tenant or other user of such Individual 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 such Individual Property of or exposure to any Hazardous Substances at any time located in, under, on or above such Individual Property; (d) any activity by any Borrower, any Person affiliated with any Borrower, and any tenant or other user of such Individual Property in connection with any actual or proposed Remediation of any Hazardous Substances at any time located in, under, on, above or affecting such Individual 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 such Individual Property or operations thereon, including but not limited to any failure by any Borrower, any Person affiliated with any Borrower, and any tenant or other user of any Individual 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 any Individual 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 any Individual Property, including but not limited to costs to investigate and assess such injury, destruction or loss; (i) any acts of such Borrower, any Person affiliated with any Borrower, and any tenant or other user of any Individual 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 Substances; (j) any acts of such Borrower, any Person affiliated with any such Borrower, and any tenant or other user of such Individual 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 such Individual Property; and (l) any material misrepresentation or inaccuracy in any representation or warranty or material breach or failure to perform any covenants or other obligations pursuant to this Agreement or any other Loan Document. IT IS EXPRESSLY ACKNOWLEDGED AND AGREED BY EACH BORROWER THAT THE INDEMNITY (AND/OR THE RELEASE) CONTAINED IN THIS SECTION 5.1(F5.1(f) PROTECTS LENDER FROM THE CONSEQUENCES OF LENDER’S ACTS OR OMISSIONS, INCLUDING WITHOUT LIMITATION, THE NEGLIGENT ACTS OR OMISSIONS OF LENDER TO THE EXTENT PERMITTED BY LAW; PROVIDED, HOWEVER, THAT NOTHING CONTAINED HEREIN SHALL BE DEEMED TO RELIEVE THE LENDER FROM LIABILITY DUE TO ITS FRAUD, WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, FRAUD OR WILFUL MISCONDUCT. Notwithstanding anything contained in any Loan Document to the contrary, the obligations of Ashford Anchorage LP, a Delaware limited partnership, under any environmental indemnity in any Loan Document are not secured by any Mortgage.

Environmental Indemnity. Borrowers Borrower covenant and agree, at their sole cost and expense, to protect, defend, indemnify, release and hold Environmental Indemnified Parties harmless from and against any and all Losses imposed upon or incurred by or asserted against any Environmental Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following (other than Losses imposed upon or incurred by or asserted against any Environmental Indemnified Parties to the extent that the Borrowers Borrower can prove (1) that such Losses were caused exclusively by actions, conditions or events that occurred entirely after the date that Lender (or Lender’s designee or transferee by reason of exercise of remedies) actually acquired title to the applicable Individual Property, and (2) that such Losses were not caused or occasioned by the actions or inactions of any Borrower, any Manager, Operating Lessee or any agent, employee, contractor or any Affiliate of any of the foregoing): (a) any presence or use of any Hazardous Substances in, on, above, under, from or affecting any Individual the Property; (b) any past, present or threatened Release of Hazardous Substances in, on, above, under, from or affecting any Individual the Property; (c) any activity by any Borrower, any Person affiliated with any Borrower, and any tenant or other user of such Individual 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 such Individual the Property of or exposure to any Hazardous Substances at any time located in, under, on or above such Individual the Property; (d) any activity by any Borrower, any Person affiliated with any Borrower, and any tenant or other user of such Individual the Property in connection with any actual or proposed Remediation of any Hazardous Substances at any time located in, under, on, above or affecting such Individual 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 such Individual the Property or operations thereon, including but not limited to any failure by any Borrower, any Person affiliated with any Borrower, and any tenant or other user of any Individual 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 any Individual 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 any Individual the Property, including but not limited to costs to investigate and assess such injury, destruction or loss; (i) any acts of such Borrower, any Person affiliated with any Borrower, and any tenant or other user of any Individual 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 Substances; (j) any acts of such Borrower, any Person affiliated with any such Borrower, and any tenant or other user of such Individual 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 such Individual 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 or any other Loan Document. IT IS EXPRESSLY ACKNOWLEDGED AND AGREED BY EACH BORROWER THAT THE INDEMNITY (AND/AND/ OR THE RELEASE) CONTAINED IN THIS SECTION 5.1(F) PROTECTS LENDER FROM THE CONSEQUENCES OF LENDER’S ACTS OR OMISSIONS, INCLUDING WITHOUT LIMITATION, THE NEGLIGENT ACTS OR OMISSIONS OF LENDER TO THE EXTENT PERMITTED BY LAW; PROVIDED, HOWEVER, THAT NOTHING CONTAINED HEREIN SHALL BE DEEMED TO RELIEVE THE LENDER FROM LIABILITY DUE TO ITS FRAUD, WILLFUL MISCONDUCT OR GROSS NEGLIGENCE.

Environmental Indemnity. Borrowers covenant and agreeNotwithstanding the other provisions of this Article XIII, at their sole cost and expense, Lessee hereby agrees to protect, defend, indemnify, release hold harmless and hold Environmental Indemnified Parties harmless defend each Indemnitee from and against any and all Losses imposed upon Claims, losses, damages, liabilities, fines, penalties, charges, administrative and judicial proceedings (including informal proceedings) and orders, judgments, remedial action, requirements, enforcement actions of any kind, and all reasonable and documented costs and expenses incurred in connection therewith (including reasonable and documented attorneys' and/or paralegals' fees and expenses), including all costs incurred in connection with any investigation or incurred monitoring of the condition of the Assets or any portion thereof, including each Site and Equipment Site, or any clean-up, remedial, removal or restoration work required or conducted by any Governmental Authority or asserted against required by Environmental Laws (collectively, "Environmental Claims"), arising in whole or in part, out of: (a) the presence on, under or around the Assets or any Environmental Indemnified Parties portion thereof, including any Site or Equipment Site, of any Hazardous Substance, or any releases or discharges of any Hazardous Substance on, under, from, onto or around the Assets, or any portion thereof or such Sites or Equipment Sites. (b) any activity, including, without limitation, construction (including construction of the Site Improvements), carried on or undertaken on or off the Assets or any portion thereof, including any Site or Equipment Site, and directly whether by Lessee or indirectly arising out any of its Affiliates or any predecessor in title or any employees, agents, sublessees, contractors or subcontractors of Lessee, any of its Affiliates or any predecessor in title, or any other Persons (including such Indemnitee), in connection with the handling, treatment, removal, storage, decontamination, clean-up, transport or disposal of any Hazardous Substance that at any time are located or present on, under or around, or that at any time migrate, flow, percolate, diffuse or in any way relating move onto or under the Assets or any portion thereof, including any Site or Equipment Site, or any activity that aggravates or exacerbates existing environmental conditions or results in a violation of existing deed restrictions. (c) loss of or damage to any one property or more the environment arising from, or in any way related to, the Assets or any portion thereof, including any Site or Equipment Site, or Lessee or any of its Affiliates (including, without limitation, clean-up costs, response costs, remediation and removal costs, cost of corrective action, costs of financial assurance, fines and penalties and natural resource damages), or death or injury to any Person, and all expenses associated with the protection of wildlife, aquatic species, vegetation, flora and fauna, and any mitigative action required by or under Environmental Laws, in each case arising from, or in any way related to, the Assets or any portion thereof, including any Site or Equipment Site, Lessee, any of its Affiliates or the Overall Transaction or any portion thereof. (d) any claim concerning lack of compliance with Environmental Laws, or any act or omission causing an environmental condition that requires remediation or would allow any Governmental Authority to record a Lien against the Assets or any portion thereof. (e) any residual contamination on or under any of the following (other than Losses imposed upon Assets or incurred by any portion thereof, including any Site or asserted against Equipment Site, or affecting any Environmental Indemnified Parties natural resources, and any contamination of any property or natural resources arising in connection with the generation, use, handling, storage, transport or disposal of any such Hazardous Substance, in each case arising from, or in any way related to, the Assets or any portion thereof, including any Site or Equipment Site, Lessee, any of its Affiliates, or the Overall Transaction or any portion thereof, and irrespective of whether any of such activities were or will be undertaken in accordance with Applicable Laws. Notwithstanding the foregoing provisions of this Section 13.6, Lessee shall not be obligated to indemnify an Indemnitee under this Section 13.6 for any Claim to the extent that the Borrowers can prove (1) that such Losses were caused exclusively by actions, conditions or events that occurred entirely after the date that Lender (or Lender’s designee or transferee by reason of exercise of remedies) actually acquired title Claim is attributable to the applicable Individual Property, and (2) that such Losses were not caused or occasioned by the actions or inactions of any Borrower, any Manager, Operating Lessee or any agent, employee, contractor or any Affiliate of any of the foregoing): (a) any presence or use of any Hazardous Substances in, on, above, under, from or affecting any Individual Property; (b) any past, present or threatened Release of Hazardous Substances in, on, above, under, from or affecting any Individual Property; (c) any activity by any Borrower, any Person affiliated with any Borrower, and any tenant or other user of such Individual 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 such Individual Property of or exposure to any Hazardous Substances at any time located in, under, on or above such Individual Property; (d) any activity by any Borrower, any Person affiliated with any Borrower, and any tenant or other user of such Individual Property in connection with any actual or proposed Remediation of any Hazardous Substances at any time located in, under, on, above or affecting such Individual 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 such Individual Property or operations thereon, including but not limited to any failure by any Borrower, any Person affiliated with any Borrower, and any tenant or other user of any Individual 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 any Individual 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 any Individual Property, including but not limited to costs to investigate and assess such injury, destruction or loss; (i) any acts the gross negligence or willful misconduct of such Borrower, any Person affiliated with any Borrower, and any tenant or other user of any Individual 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 Substances; (j) any acts of such Borrower, any Person affiliated with any such Borrower, and any tenant or other user of such Individual 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 such Individual 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 or any other Loan Document. IT IS EXPRESSLY ACKNOWLEDGED AND AGREED BY EACH BORROWER THAT THE INDEMNITY (AND/OR THE RELEASE) CONTAINED IN THIS SECTION 5.1(F) PROTECTS LENDER FROM THE CONSEQUENCES OF LENDER’S ACTS OR OMISSIONS, INCLUDING WITHOUT LIMITATION, THE NEGLIGENT ACTS OR OMISSIONS OF LENDER TO THE EXTENT PERMITTED BY LAW; PROVIDED, HOWEVER, THAT NOTHING CONTAINED HEREIN SHALL BE DEEMED TO RELIEVE THE LENDER FROM LIABILITY DUE TO ITS FRAUD, WILLFUL MISCONDUCT OR GROSS NEGLIGENCEIndemnitee.

Environmental Indemnity. Borrowers covenant Borrower covenants and agreeagrees, at their its sole cost and expense, to protect, defend, indemnify, release and hold Environmental Indemnified Parties harmless from and against any and all Losses imposed upon or incurred by or asserted against any Environmental Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following (other than Losses imposed upon or incurred by or asserted against any Environmental Indemnified Parties to the extent that the Borrowers can prove (1) that such Losses were caused exclusively by actions, conditions or events that occurred entirely after the date that Lender (or Lender’s designee or transferee by reason of exercise of remedies) actually acquired title to the applicable Individual Property, and (2) that such Losses were not caused or occasioned by the actions or inactions of any Borrower, any Manager, Operating Lessee or any agent, employee, contractor or any Affiliate of any of the foregoing): following: (a) any presence or use of any Hazardous Substances in, on, above, under, from or affecting any Individual the Property; (b) any past, present or threatened Release of Hazardous Substances in, on, above, under, from or affecting any Individual the Property; (c) any activity by any Borrower, any Person affiliated with any Borrower, and any tenant or other user of such Individual 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 such Individual the Property of or exposure to any Hazardous Substances at any time located in, under, on or above such Individual the Property; (d) any activity by any Borrower, any Person affiliated with any Borrower, and any tenant or other user of such Individual the Property in connection with any actual or proposed Remediation of any Hazardous Substances at any time located in, under, on, above or affecting such Individual the Property, whether or not such Remediation is voluntary or pursuant to court or administrative order, including but not limited to including, without limitation, 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 Lawthereto) in connection with such Individual the Property or operations thereon, including but not limited to including, without limitation, any failure by any Borrower, any Person affiliated with any Borrower, and any tenant or other user of any Individual 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 any Individual 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 any Individual the Property, including but not limited to including, without limitation, costs to investigate and assess such injury, destruction or loss; (i) any acts of such Borrower, any Person affiliated with any Borrower, and any tenant or other user of any Individual 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 Substances; (j) any acts of such Borrower, any Person affiliated with any such Borrower, and any tenant or other user of such Individual 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 including, without limitation, to damages assessed for private or public nuisance or for the conducting of an abnormally dangerous activity on or near such Individual Propertythe Property arising out of or relating to any Hazardous Substance; 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 or any other Loan Document. IT IS EXPRESSLY ACKNOWLEDGED AND AGREED BY EACH BORROWER THAT THE INDEMNITY (AND/OR THE RELEASE) CONTAINED IN THIS SECTION 5.1(F) PROTECTS LENDER FROM THE CONSEQUENCES OF LENDER’S ACTS OR OMISSIONS, INCLUDING WITHOUT LIMITATION, THE NEGLIGENT ACTS OR OMISSIONS OF LENDER TO THE EXTENT PERMITTED BY LAW; PROVIDED, HOWEVER, THAT NOTHING CONTAINED HEREIN SHALL BE DEEMED TO RELIEVE THE LENDER FROM LIABILITY DUE TO ITS FRAUD, WILLFUL MISCONDUCT OR GROSS NEGLIGENCE.

Environmental Indemnity. Borrowers covenant and agree(i) Without in any way limiting the generality of the other provisions contained in this Section 9.2, at their sole cost and expensethe Borrower agrees to defend, to protect, defend, indemnify, release save and hold Environmental harmless each Indemnified Parties harmless Person, whether as beneficiary of any of the Security Documents, as a mortgagee in possession, or as successor-in-interest to the Borrower by foreclosure deed or deed in lieu of foreclosure, or otherwise, from and against any and all Losses liabilities, obligations, losses, damages (including foreseeable and unforeseeable consequential damages and punitive claims), penalties, fees, claims, actions, judgments, suits, costs, disbursements (including, without limitation, Attorney Costs and consultants’ fees and disbursements) and expenses of any kind or nature whatsoever that may at any time be incurred by, imposed upon on, asserted or incurred by or asserted awarded against any Environmental such Indemnified Parties and Person directly or indirectly based on, or arising out of or in resulting from, (A) the actual or alleged presence of Hazardous Materials on, in, under or affecting all or any way portion of the Drilling Unit whether or not the same originates or emanates from the Drilling Unit or from properties at which any Hazardous Materials generated, stored or handled by the Borrower were Released or disposed of, or (B) any Environmental Claim relating to the Project (the “Indemnified Matters”), whether any one or more of the following Indemnified Matters arise before or after foreclosure of any of the Security Interests or other taking of title to all or any portion of the Collateral by any Secured Party, including, without limitation, (x) the costs of removal of any and all Hazardous Materials from all or any portion of the Drilling Unit or elsewhere, (y) additional costs required to take reasonable precautions to protect against the Release of Hazardous Materials on, in, under or affecting the Drilling Unit into the air, any body of water, any other than Losses imposed upon public domain or any surrounding areas, and (z) costs incurred by to comply, in connection with all or asserted against any portion of the Drilling Unit, with all applicable Environmental Indemnified Parties Laws with respect to Hazardous Materials, except to the extent that any such Indemnified Matter arises from the Borrowers can prove gross negligence or willful misconduct of such Indemnified Person. (1ii) that such Losses were caused exclusively In no event shall any site visit, observation, or testing by actions, conditions or events that occurred entirely after the date that Lender any Indemnified Person (or Lender’s designee any representative of any such Person) be deemed to be a representation or transferee by reason of exercise of remedies) actually acquired title warranty that Hazardous Materials are or are not present with respect to the applicable Individual Property, and (2) Drilling Unit or that such Losses were not caused there has been or occasioned by the actions or inactions of any Borrower, any Manager, Operating Lessee or any agent, employee, contractor or any Affiliate of any of the foregoing): (a) any presence or use of any Hazardous Substances in, on, above, under, from or affecting any Individual Property; (b) any past, present or threatened Release of Hazardous Substances in, on, above, under, from or affecting any Individual Property; (c) any activity by any Borrower, any Person affiliated shall be compliance with any Borrower, and any tenant or other user of such Individual 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 such Individual Property of or exposure to any Hazardous Substances at any time located in, under, on or above such Individual Property; (d) any activity by any Borrower, any Person affiliated with any Borrower, and any tenant or other user of such Individual Property in connection with any actual or proposed Remediation of any Hazardous Substances at any time located in, under, on, above or affecting such Individual 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 such Individual Property . Neither the Borrower nor any other Person is entitled to rely on any site visit, observation, or operations thereon, including but not limited to any failure testing by any Borrower, Indemnified Person. No Indemnified Person owes any Person affiliated with any Borrower, and any tenant or other user duty of any Individual Property care to comply with any order of any governmental authority in connection with any Environmental Laws; (f) protect the imposition, recording or filing or the threatened imposition, recording or filing of any Environmental Lien encumbering any Individual 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 any Individual Property, including but not limited to costs to investigate and assess such injury, destruction or loss; (i) any acts of such Borrower, any Person affiliated with any Borrower, and any tenant or other user of any Individual 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 Substances; (j) any acts of such Borrower, any Person affiliated with any such Borrower, and any tenant or other user of such Individual 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 such Individual 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 Borrower or any other Loan DocumentPerson against, or to inform the Borrower or any other Person of, any Hazardous Materials or any other adverse condition affecting the Project or the Project. IT IS EXPRESSLY ACKNOWLEDGED AND AGREED BY EACH BORROWER THAT THE INDEMNITY (AND/OR THE RELEASE) CONTAINED IN THIS SECTION 5.1(F) PROTECTS LENDER FROM THE CONSEQUENCES OF LENDER’S ACTS OR OMISSIONSNo Indemnified Person shall be obligated to disclose to the Borrower or any other Person any report or findings made as a result of, INCLUDING WITHOUT LIMITATIONor in connection with, THE NEGLIGENT ACTS OR OMISSIONS OF LENDER TO THE EXTENT PERMITTED BY LAW; PROVIDEDany site visit, HOWEVERobservation, THAT NOTHING CONTAINED HEREIN SHALL BE DEEMED TO RELIEVE THE LENDER FROM LIABILITY DUE TO ITS FRAUD, WILLFUL MISCONDUCT OR GROSS NEGLIGENCEor testing by any Indemnified Person.

Environmental Indemnity. Borrowers covenant and agree, at their sole cost and expense, to protect, (a) The Borrower shall defend, indemnify, release indemnify and hold Environmental Indemnified Parties Bank and its directors, officers, agents and employees harmless from and against any all claims, demands, causes of action, liabilities, losses, costs and all Losses imposed upon or incurred by or asserted against any Environmental Indemnified Parties expenses (including, without limitation, costs of suit, reasonable attorneys' fees and directly or indirectly fees of expert witnesses) arising out of from or in connection with (i) the presence on or under the Property of any way relating to hazardous substances or solid wastes (as defined elsewhere in this Agreement), or any one releases or more discharges of any hazardous substances or solid wastes on, under or from the following (other than Losses imposed upon or incurred by or asserted against any Environmental Indemnified Parties to the extent that the Borrowers can prove (1) that such Losses were caused exclusively by actions, conditions or events that occurred entirely after the date that Lender (or Lender’s designee or transferee by reason of exercise of remedies) actually acquired title to the applicable Individual Property, and (2) that such Losses were not caused or occasioned by the actions or inactions of any Borrower, any Manager, Operating Lessee or any agent, employee, contractor or any Affiliate of any of the foregoing): (a) any presence or use of any Hazardous Substances in, on, above, under, from or affecting any Individual Property; (b) any past, present or threatened Release of Hazardous Substances in, on, above, under, from or affecting any Individual Property; (cii) any activity carried on or undertaken on or off the Property, whether prior to or during the term of this Agreement and whether by Borrower or any Borrowerpredecessor in title or any officers, employees, agents, contractors or subcontractors of Borrower or any Person affiliated with predecessor in title, or any Borrowerthird persons at any time occupying or present on the Property, and any tenant or other user of such Individual Property in connection with any actualthe handling, proposed or threatened use, generation, manufacture, treatment, removal, storage, holdingdecontamination, existenceclean-up, disposition transport or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer disposal of any hazardous substances or transportation to or from such Individual Property of or exposure to any Hazardous Substances solid wastes at any time located in, under, or present on or above such Individual under the Property; , or (diii) any activity by breach of any Borrowerrepresentation, warranty or covenant under Section 4.18 of this Agreement. The foregoing indemnity shall further apply to any Person affiliated with residual contamination on or under the Property, or affecting any Borrowernatural resources, and to any tenant contamination of any property or other user of such Individual Property natural resources arising in connection with any actual the generation, use, handling, storage, transport or proposed Remediation disposal of any Hazardous Substances at such hazardous substances or solid wastes, and irrespective of whether any time located inof such activities were or will be undertaken in accordance with applicable laws, underregulations, oncodes and ordinances. Without prejudice to the survival of any other agreements of the Borrower hereunder, above or affecting such Individual Propertythe provisions of this Section 5.15 shall survive the final payment of all Obligations and the termination of this Agreement and shall continue thereafter in full force and effect. (b) The Borrower shall observe and comply with all laws, whether or not such Remediation is voluntary or pursuant ordinances, orders, decrees, rules and regulations of all federal and state governments relating to court or administrative orderenvironmental matters, including but not limited to any removal, remedial without limitation the removal from or corrective action; (e) any past, present or threatened non-compliance or violations under all Collateral constituting immovable property of any Environmental Laws hazardous substances or solid wastes (or permits issued pursuant to any Environmental Law) in connection with such Individual Property or operations thereon, including but not limited to any failure by any Borrower, any Person affiliated with any Borrower, and any tenant or other user of any Individual 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 any Individual Property; (g) any administrative processes or proceedings or judicial proceedings in any way connected with any matter addressed as defined elsewhere in this Agreement; (h) any past, present or threatened injury to, destruction of or loss of natural resources in any way connected with any Individual Property, including but not limited to costs to investigate and assess such injury, destruction or loss; (i) any acts of such Borrower, any Person affiliated with any Borrower, and any tenant or other user of any Individual 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 Substances; (j) any acts of such Borrower, any Person affiliated with any such Borrower, and any tenant or other user of such Individual 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 such Individual 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 or any other Loan Document. IT IS EXPRESSLY ACKNOWLEDGED AND AGREED BY EACH BORROWER THAT THE INDEMNITY (AND/OR THE RELEASE) CONTAINED IN THIS SECTION 5.1(F) PROTECTS LENDER FROM THE CONSEQUENCES OF LENDER’S ACTS OR OMISSIONS, INCLUDING WITHOUT LIMITATION, THE NEGLIGENT ACTS OR OMISSIONS OF LENDER TO THE EXTENT PERMITTED BY LAW; PROVIDED, HOWEVER, THAT NOTHING CONTAINED HEREIN SHALL BE DEEMED TO RELIEVE THE LENDER FROM LIABILITY DUE TO ITS FRAUD, WILLFUL MISCONDUCT OR GROSS NEGLIGENCE).

Environmental Indemnity. Borrowers covenant and agree, at their sole cost and expense, to protect, defend, indemnify, release and hold Environmental Indemnified Parties harmless from and against any and all Losses imposed upon or incurred by or asserted against any Environmental Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following (other than Losses imposed upon or incurred by or asserted against any Environmental Indemnified Parties to the extent that the Borrowers can prove (1) that such Losses were caused exclusively by actions, conditions or events that occurred entirely after the date that Lender (or Lender’s designee or transferee by reason of exercise of remedies) actually acquired title to the applicable Individual Property, and (2) that such Losses were not caused or occasioned by the actions or inactions of any Borrower, any Manager, Operating Lessee or any agent, employee, contractor or any Affiliate of any of the foregoing): (a) any presence or use of any Hazardous Substances in, on, above, under, from or affecting any Individual Property; (b) any past, present or threatened Release of Hazardous Substances in, on, above, under, from or affecting any Individual Property; (c) any activity by any Borrower, any Person affiliated with any Borrower, and any tenant or other user of such Individual 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 such Individual Property of or exposure to any Hazardous Substances at any time located in, under, on or above such Individual Property; (d) any activity by any Borrower, any Person affiliated with any Borrower, and any tenant or other user of such Individual Property in connection with any actual or proposed Remediation of any Hazardous Substances at any time located in, under, on, above or affecting such Individual 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 such Individual Property or operations thereon, including but not limited to any failure by any Borrower, any Person affiliated with any Borrower, and any tenant or other user of any Individual 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 any Individual 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 any Individual Property, including but not limited to costs to investigate and assess such injury, destruction or loss; (i) any acts of such Borrower, any Person affiliated with any Borrower, and any tenant or other user of any Individual 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 Substances; (j) any acts of such Borrower, any Person affiliated with any such Borrower, and any tenant or other user of such Individual 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 such Individual 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 or any other Loan Document. IT IS EXPRESSLY ACKNOWLEDGED AND AGREED BY EACH BORROWER THAT THE INDEMNITY (AND/OR THE RELEASE) CONTAINED IN THIS SECTION 5.1(F) PROTECTS LENDER FROM THE CONSEQUENCES OF LENDER’S ACTS OR OMISSIONS, INCLUDING WITHOUT LIMITATION, THE NEGLIGENT ACTS OR OMISSIONS OF LENDER TO THE EXTENT PERMITTED BY LAW; PROVIDED, HOWEVER, THAT NOTHING CONTAINED HEREIN SHALL BE DEEMED TO RELIEVE THE LENDER FROM LIABILITY DUE TO ITS FRAUD, WILLFUL MISCONDUCT OR GROSS NEGLIGENCE.Person

Environmental Indemnity. Borrowers covenant and agreeWithout limitation of the other provisions of this Section 12, at their sole cost and expense, the Borrower hereby agrees to protect, defend, indemnify, release hold harmless and hold Environmental Indemnified Parties harmless defend each Indemnitee from and against any and all Losses imposed upon claims, losses, damages, liabilities, fines, penalties, charges, administrative and judicial proceedings (including informal proceedings) and orders, judgments, remedial action, requirements, enforcement actions of any kind, and all reasonable and documented costs and expenses incurred in connection therewith (including reasonable and documented attorneys', expert consultants', expert witnesses', and/or paralegals' fees and expenses), including all costs incurred in connection with any investigation or incurred monitoring of the condition of the Site or any clean-up, remedial, removal or restoration work by any Governmental Authority (collectively, "Environmental Claims"), arising in whole or asserted against in part, out of: (a) the presence on, under or around the Collateral or any Environmental Indemnified Parties portion thereof of any Hazardous Substances, or any releases or discharges of any Hazardous Substances on, under, from, onto or around the Collateral or any portion thereof; (b) any activity, including, without limitation, construction carried on or undertaken on or off the Collateral or any portion thereof, and directly whether by the Borrower or indirectly arising out any of its Affiliates or any predecessor in title or any employees, agents, sublessees, contractors or subcontractors of the Borrower, any of its Affiliates or any predecessor in title, or any other Persons (including such Indemnitee), in connection with the handling, treatment, removal, storage, decontamination, clean-up, transport or disposal of any Hazardous Substances that at any time are located or present on, under or around, or that at any time migrate, flow, percolate, diffuse or in any way relating to any one move onto or more of under the following (other than Losses imposed upon or incurred by or asserted against any Environmental Indemnified Parties to the extent that the Borrowers can prove (1) that such Losses were caused exclusively by actions, conditions or events that occurred entirely after the date that Lender (or Lender’s designee or transferee by reason of exercise of remedies) actually acquired title to the applicable Individual Property, and (2) that such Losses were not caused or occasioned by the actions or inactions of any Borrower, any Manager, Operating Lessee Collateral or any agent, employee, contractor or any Affiliate of any of the foregoing): (a) any presence or use of any Hazardous Substances in, on, above, under, from or affecting any Individual Property; (b) any past, present or threatened Release of Hazardous Substances in, on, above, under, from or affecting any Individual Property; portion thereof; (c) loss of or damage to any activity by property or the environment arising from, or in any Borrowerway related to, the Collateral or the Borrower or any Person affiliated of its Affiliates (including, without limitation, clean-up costs, response costs, remediation and removal costs, cost of corrective action, costs of financial assurance, fines and penalties and natural resource damages), or death or injury to any Person, and all expenses associated with any Borrowerthe protection of wildlife, aquatic species, vegetation, flora and fauna, and any tenant mitigative action required by or other user of such Individual Property under Environmental Laws, in connection with each case arising from, or in any actualway related to, proposed the Collateral, the Borrower or threatened use, treatment, storage, holding, existence, disposition the transactions contemplated by the Operative Documents or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from such Individual Property of or exposure to any Hazardous Substances at any time located in, under, on or above such Individual Property; portion thereof; (d) any activity by any Borrower, any Person affiliated claim concerning lack of compliance with any Borrower, and any tenant or other user of such Individual Property Environmental Laws in connection with the Collateral (including, without limitation, any actual claim arising from the failure or proposed Remediation alleged failure to obtain or comply with any permit required by any Environmental Laws for the construction or operation of the Collateral), or any Hazardous Substances at act or omission causing an environmental condition that requires remediation or would allow any time located in, under, on, above Governmental Authority to record a Lien against the Collateral or affecting such Individual 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 actionportion thereof; or (e) any pastresidual contamination on or under any of the Collateral, present or threatened non-compliance or violations adversely affecting any natural resources, and any contamination of any Environmental Laws (property or permits issued pursuant to any Environmental Law) natural resources arising in connection with such Individual Property the generation, use, handling, storage, transport or operations thereon, including but not limited to any failure by any Borrower, any Person affiliated with any Borrower, and any tenant or other user disposal of any Individual Property to comply with any order of any governmental authority such Hazardous Substances, in connection with any Environmental Laws; (f) the impositioneach case arising from, recording or filing or the threatened imposition, recording or filing of any Environmental Lien encumbering any Individual 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 related to, destruction the Collateral, the Borrower or the transactions contemplated by the Operative Documents or any portion thereof, and irrespective of or loss of natural resources in whether any way connected with any Individual Property, including but not limited to costs to investigate and assess such injury, destruction or loss; (i) any acts of such Borrower, any Person affiliated activities were or will be undertaken in accordance with any Borrower, and any tenant or other user all Requirements of any Individual 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 Substances; (j) any acts of such Borrower, any Person affiliated with any such Borrower, and any tenant or other user of such Individual 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 such Individual 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 or any other Loan Document. IT IS EXPRESSLY ACKNOWLEDGED AND AGREED BY EACH BORROWER THAT THE INDEMNITY (AND/OR THE RELEASE) CONTAINED IN THIS SECTION 5.1(F) PROTECTS LENDER FROM THE CONSEQUENCES OF LENDER’S ACTS OR OMISSIONS, INCLUDING WITHOUT LIMITATION, THE NEGLIGENT ACTS OR OMISSIONS OF LENDER TO THE EXTENT PERMITTED BY LAW; PROVIDED, HOWEVER, THAT NOTHING CONTAINED HEREIN SHALL BE DEEMED TO RELIEVE THE LENDER FROM LIABILITY DUE TO ITS FRAUD, WILLFUL MISCONDUCT OR GROSS NEGLIGENCELaw.

Environmental Indemnity. Borrowers covenant and agreeWithout limitation of the other provisions of this Article XIII, at their sole cost and expense, L▇▇▇▇▇ hereby agrees to protect, defend, indemnify, release hold harmless and hold Environmental Indemnified Parties harmless defend each Indemnitee, in each case, from and against any and all Losses imposed upon or incurred by or asserted against Claims, losses, damages, liabilities, fines, penalties, charges, administrative and judicial proceedings (including informal proceedings) and orders, judgments, remedial action, requirements, enforcement actions of any Environmental Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following (other than Losses imposed upon or incurred by or asserted against any Environmental Indemnified Parties to the extent that the Borrowers can prove (1) that such Losses were caused exclusively by actions, conditions or events that occurred entirely after the date that Lender (or Lender’s designee or transferee by reason of exercise of remedies) actually acquired title to the applicable Individual Propertykind, and all reasonable and documented costs and expenses incurred in connection therewith (2) that such Losses were not caused or occasioned by the actions or inactions of any Borrowerincluding reasonable and documented attorneys’ and/or paralegals’ fees and expenses), any Manager, Operating Lessee or any agent, employee, contractor or any Affiliate of any of the foregoing): (a) any presence or use of any Hazardous Substances in, on, above, under, from or affecting any Individual Property; (b) any past, present or threatened Release of Hazardous Substances in, on, above, under, from or affecting any Individual Property; (c) any activity by any Borrower, any Person affiliated with any Borrower, and any tenant or other user of such Individual Property including all costs incurred in connection with any actualinvestigation or monitoring of the condition of the Leased Property or any clean-up, proposed remedial, removal or threatened use, treatment, storage, holding, existence, disposition restoration work required or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from such Individual Property of or exposure to any Hazardous Substances at any time located in, under, on or above such Individual Property; (d) any activity conducted by any BorrowerGovernmental Authority or required by Environmental Laws (collectively, “Environmental Claims”), arising in whole or in part, out of: (a) the presence on, under or around the Leased Property or any Person affiliated with any Borrower, and any tenant or other user of such Individual Property in connection with any actual or proposed Remediation portion thereof of any Hazardous Substances at any time located in, under, on, above or affecting such Individual 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 such Individual Property or operations thereon, including but not limited to any failure by any Borrower, any Person affiliated with any Borrower, and any tenant or other user of any Individual 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 any Individual 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 any Individual Property, including but not limited to costs to investigate and assess such injury, destruction or loss; (i) any acts of such Borrower, any Person affiliated with any Borrower, and any tenant or other user of any Individual Property in arranging for disposal or treatmentSubstance, 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 Substances; (j) any acts of such Borrower, any Person affiliated with any such Borrower, and any tenant or other user of such Individual 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 on, under, from, onto or around the incurrence of costs for Remediation; Leased Property or any portion thereof, (kb) any personal injuryactivity, wrongful deathincluding, or property or other damage arising under any statutory or common law or tort law theorywithout limitation, including but not limited to damages assessed for private or public nuisance or for the conducting of an abnormally dangerous activity construction, carried on or near such Individual undertaken on the Leased Property or any portion thereof or off the Leased Property; , and (l) whether by Lessee or any misrepresentation of its Affiliates or inaccuracy any predecessor in title or any representation employees, agents, sublessees, contractors or warranty subcontractors of Lessee, any of its Affiliates or material breach or failure to perform any covenants or other obligations pursuant to this Agreement predecessor in title, or any other Loan DocumentPersons (including such Indemnitee), in connection with the investigation, handling, treatment, remediation, removal, storage, decontamination, clean-up, transport or disposal of any Hazardous Substance that at any time has been or is Released, located or present on, under or around, or that at any time has or may migrate, flow, percolate, diffuse or in any way move onto or under the Leased Property or any portion thereof, or any activity that aggravates, contributes to or exacerbates existing environmental conditions or results in a violation of existing deed restrictions, (c) loss of or damage to any property or the environment arising from, or in any way related to, the Leased Property or Lessee or any of its Affiliates (including, without limitation, investigation costs, clean-up costs, response costs, remediation, restoration and removal costs, cost of corrective action, costs of financial assurance, fines and penalties and natural resource damages), or death or injury to any Person, and all expenses associated with the protection of wildlife, aquatic species, vegetation, flora and fauna, and any mitigating action required by or under Environmental Laws, in each case arising from, or in any way related to, the Leased Property, Lessee, any of its Affiliates or the Overall Transaction or any portion thereof, (d) any claim concerning lack of compliance with Environmental Laws in connection with the Leased Property, or any act or omission causing an environmental condition that requires remediation or would allow any Governmental Authority to record a Lien against the Leased Property or any portion thereof, or (e) any residual contamination on or under any of the Leased Property, or affecting any natural resources, and any contamination of any property or natural resources arising in connection with the generation, use, handling, storage, transport or disposal of any such Hazardous Substance, in each case arising from, or in any way related to, the Leased Property, Lessee, any of its Affiliates, or the Overall Transaction or any portion thereof, and irrespective of whether any of such activities were or will be undertaken in accordance with Applicable Laws. IT IS EXPRESSLY ACKNOWLEDGED AND AGREED BY EACH BORROWER THAT THE INDEMNITY Notwithstanding the foregoing provisions of this Section 13.7, Lessee shall not be obligated to indemnify an Indemnitee under this Section 13.7 for any Claim (AND/OR THE RELEASEi) CONTAINED IN THIS SECTION 5.1(Fto the extent that such Claim is attributable to the gross negligence or willful misconduct of such Indemnitee, (ii) PROTECTS LENDER FROM THE CONSEQUENCES OF LENDER’S ACTS OR OMISSIONSto the extent attributable to acts occurring after any sale or taking possession pursuant to Section 16.2 of the Lease or (iii) to the extent attributable to acts occurring after the expiration or earlier termination of the Term, INCLUDING WITHOUT LIMITATIONbut, THE NEGLIGENT ACTS OR OMISSIONS OF LENDER TO THE EXTENT PERMITTED BY LAW; PROVIDEDin the case of this clause (iii), HOWEVERonly to the extent not attributable to, THAT NOTHING CONTAINED HEREIN SHALL BE DEEMED TO RELIEVE THE LENDER FROM LIABILITY DUE TO ITS FRAUDarising from, WILLFUL MISCONDUCT OR GROSS NEGLIGENCEor relating to, the Lessor’s ownership interests in the Leased Property. It is expressly understood and agreed that the indemnities provided for in this Section 13.7 shall, except as otherwise provided herein, (i) survive the expiration or termination of and shall be separate and independent from any remedy under the Lease or any other Operative Document and (ii) continue to benefit a Participant that has been replaced pursuant to Section 14.9 hereof.

Environmental Indemnity. Borrowers covenant (a) In addition to the provisions of Section 7.1, Seller and agreeParent, at their sole cost jointly and expenseseverally, to protect, defend, indemnify, release will indemnify and hold Environmental harmless the Purchaser Indemnified Parties harmless from for, and against any and all Losses imposed upon or incurred by or asserted against any Environmental will pay to the Purchaser Indemnified Parties and the amount of, any Damages (including costs of cleanup, containment, or other remediation) arising, directly or indirectly indirectly, from or in connection with: (i) any Environmental, Health, and Safety Liabilities arising out of or relating to: (i) (1) the ownership, operation, control or condition at any time on or prior to the Closing Date of any Environmental Property, or (2) any Hazardous Materials or other contaminants that were present on any Environmental Property or such other properties and assets at any time on or prior to the Closing Date; or (ii) (1) any Hazardous Materials or other contaminants, wherever located, that were, or were allegedly, generated, transported, stored, treated, Released, or otherwise handled by any Environmental Affiliate at any time on or prior to the Closing Date, or (2) any Hazardous Activities that were, or were allegedly, conducted by any Environmental Affiliate; or (ii) any bodily injury (including illness, disability, and death, and regardless of when any such bodily injury occurred, was incurred, or manifested itself), personal injury, property damage (including trespass, nuisance, wrongful eviction, and deprivation of the use of real property), or other Damage of or to any Person, including any employee or former employee of Seller or any Environmental Affiliate, in any way relating arising from or allegedly arising from any Hazardous Activity conducted or allegedly conducted with respect to any one Environmental Property or more the operation or conduct of the following (other than Losses imposed upon Seller or incurred by the Business or asserted against any Environmental Indemnified Parties to the extent that the Borrowers can prove (1) that such Losses were caused exclusively by actions, conditions ownership or events that occurred entirely after the date that Lender (or Lender’s designee or transferee by reason of exercise of remedies) actually acquired title to the applicable Individual Property, and (2) that such Losses were not caused or occasioned by the actions or inactions of any Borrower, any Manager, Operating Lessee or any agent, employee, contractor or any Affiliate control of any of the foregoing): Acquired Assets prior to the Closing Date, or from Hazardous Material that was (ai) present or suspected to be present on or before the Closing Date on or at any presence Environmental Property (or use present or suspected to be present on any other property, if such Hazardous Material emanated or allegedly emanated from any of Environmental Properties and was present or suspected to be present on any Hazardous Substances inof the Environmental Properties on or prior to the Closing Date) or (ii) Released or allegedly Released by Seller or any Environmental Affiliate, on, above, under, from at any time on or affecting any Individual Property; prior to the Closing Date. (b) any past, present or threatened Release of Hazardous Substances in, on, above, under, from or affecting any Individual Property; (c) any activity by any Borrower, any Person affiliated with any BorrowerThe rights to indemnity set forth in this Section 7.2 shall be in addition to, and shall in no way limit or reduce rights to indemnification any tenant or other user of such Individual 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 such Individual Property of or exposure to any Hazardous Substances at any time located in, under, on or above such Individual Property; (d) any activity by any Borrower, any Person affiliated with any Borrower, and any tenant or other user of such Individual Property in connection with any actual or proposed Remediation of any Hazardous Substances at any time located in, under, on, above or affecting such Individual Property, whether or not such Remediation is voluntary or party may have 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 such Individual Property or operations thereon, including but not limited to any failure by any Borrower, any Person affiliated with any Borrower, and any tenant or other user of any Individual 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 any Individual 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 any Individual Property, including but not limited to costs to investigate and assess such injury, destruction or loss; (i) any acts of such Borrower, any Person affiliated with any Borrower, and any tenant or other user of any Individual 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 Substances; (j) any acts of such Borrower, any Person affiliated with any such Borrower, and any tenant or other user of such Individual 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 such Individual 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 or any other Loan Document. IT IS EXPRESSLY ACKNOWLEDGED AND AGREED BY EACH BORROWER THAT THE INDEMNITY (AND/OR THE RELEASE) CONTAINED IN THIS SECTION 5.1(F) PROTECTS LENDER FROM THE CONSEQUENCES OF LENDER’S ACTS OR OMISSIONS, INCLUDING WITHOUT LIMITATION, THE NEGLIGENT ACTS OR OMISSIONS OF LENDER TO THE EXTENT PERMITTED BY LAW; PROVIDED, HOWEVER, THAT NOTHING CONTAINED HEREIN SHALL BE DEEMED TO RELIEVE THE LENDER FROM LIABILITY DUE TO ITS FRAUD, WILLFUL MISCONDUCT OR GROSS NEGLIGENCESection 7.1 hereunder.

Environmental Indemnity. Borrowers covenant and agree, at their sole cost and expense, to protect, defend, indemnify, release and hold Environmental Indemnified Parties harmless from and against any and all Losses imposed upon or incurred by or asserted against any Environmental Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following (other than Losses imposed upon or incurred by or asserted against any Environmental Indemnified Parties to the extent that the Borrowers can prove (1) that such Losses were caused exclusively by actions, conditions or events that occurred entirely after the date that Lender (or Lender’s 's designee or transferee by reason of exercise of remedies) actually acquired title to the applicable Individual Property, and (2) that such Losses were not caused or occasioned by the actions or inactions of any Borrower, any Manager, Operating Lessee Manager or any agent, employee, contractor or any Affiliate of any of the foregoing): (a) any presence or use of any Hazardous Substances in, on, above, under, from or affecting any Individual Property; (b) any past, present or threatened Release of Hazardous Substances in, on, above, under, from or affecting any Individual Property; (c) any activity by any Borrower, any Person affiliated with any Borrower, and any tenant or other user of such Individual 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 such Individual Property of or exposure to any Hazardous Substances at any time located in, under, on or above such Individual Property; (d) any activity by any Borrower, any Person affiliated with any Borrower, and any tenant or other user of such Individual Property in connection with any actual or proposed Remediation of any Hazardous Substances at any time located in, under, on, above or affecting such Individual 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 such Individual Property or operations thereon, including but not limited to any failure by any Borrower, any Person affiliated with any Borrower, and any tenant or other user of any Individual 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 any Individual 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 any Individual Property, including but not limited to costs to investigate and assess such injury, destruction or loss; (i) any acts of such Borrower, any Person affiliated with any Borrower, and any tenant or other user of any Individual 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 Substances; (j) any acts of such Borrower, any Person affiliated with any such Borrower, and any tenant or other user of such Individual 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 such Individual 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 or any other Loan Document. IT IS EXPRESSLY ACKNOWLEDGED AND AGREED BY EACH BORROWER THAT THE INDEMNITY (AND/OR THE RELEASE) CONTAINED IN THIS SECTION 5.1(F) PROTECTS LENDER FROM THE CONSEQUENCES OF LENDER’S ACTS OR OMISSIONS, INCLUDING WITHOUT LIMITATION, THE NEGLIGENT ACTS OR OMISSIONS OF LENDER TO THE EXTENT PERMITTED BY LAW; PROVIDED, HOWEVER, THAT NOTHING CONTAINED HEREIN SHALL BE DEEMED TO RELIEVE THE LENDER FROM LIABILITY DUE TO ITS FRAUD, WILLFUL MISCONDUCT OR GROSS NEGLIGENCE.processes

Environmental Indemnity. Borrowers covenant Without limiting any other provision of this Indemnity or the Mortgage or any document collateral hereto, the undersigned shall indemnify and agreepay, at their sole cost and expense, to protect, defend, indemnify, release defend and hold Environmental Indemnified Parties save the Lender harmless from and against any all actions, proceedings, losses, damages, liabilities, claims, demands, judgments, costs, expenses, (including legal fees and all Losses disbursements on a solicitor and his own client basis) (collectively "Environmental Claims"), imposed upon on, made against or incurred by the Lender arising from or asserted against any Environmental Indemnified Parties and relating to, directly or indirectly arising out indirectly, and whether or not disclosed by the Environmental Audit and whether or not caused by the undersigned or within its control, (i) any actual or alleged breach of or in any way Environmental Laws relating to any one or more of affecting the following (other than Losses imposed upon or incurred by or asserted against any Environmental Indemnified Parties to the extent that the Borrowers can prove (1) that such Losses were caused exclusively by actions, conditions or events that occurred entirely after the date that Lender (or Lender’s designee or transferee by reason of exercise of remedies) actually acquired title to the applicable Individual Property, and (2ii) that such Losses were not caused the actual or occasioned by the actions alleged presence, release, discharge or inactions of any Borrower, any Manager, Operating Lessee or any agent, employee, contractor or any Affiliate of any of the foregoing): (a) any presence or use disposition of any Hazardous Substances Substance in, on, aboveover, under, from or affecting all or part of the Property or surrounding lands, including any Individual Property; personal injury or property damage arising therefrom, (biii) any past, present or threatened Release of Hazardous Substances in, on, above, under, from or affecting any Individual Property; (c) any activity by any Borrower, any Person affiliated with any Borrower, and any tenant or other user of such Individual 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 such Individual Property of or exposure to any Hazardous Substances at any time located in, under, on or above such Individual Property; (d) any activity by any Borrower, any Person affiliated with any Borrower, and any tenant or other user of such Individual Property in connection with any actual or proposed Remediation threatened Environmental Proceeding affecting the Property including any settlement thereof, (iv) any environmental assessment, report, investigation, containment, monitoring, remediation and/or removal of all Hazardous Substances from all or part of the Property or surrounding areas or otherwise complying with Environmental Laws, or (v) any breach by the undersigned of any Hazardous Substances at covenant hereunder or under any time located indocument collateral hereto or under Applicable Law relating to environmental matters. This indemnity shall survive repayment of the loan secured hereby and any other extinguishing of the obligations of the undersigned under the Mortgage including, underwithout limitation, on, above the appointment of a receiver or affecting such Individual Property, whether receiver-manager or not such Remediation is voluntary foreclosure under the Mortgage or pursuant to court any conveyance of the Property in lieu of realization or administrative order, including but not limited to foreclosure and any removal, remedial or corrective action; (e) any past, present or threatened non-compliance or violations other exercise by the Lender of any Environmental Laws (or permits issued pursuant remedies available to any Environmental Law) in connection with such Individual Property or operations thereon, including but not limited to any failure by any Borrower, any Person affiliated with any Borrower, and any tenant or other user of any Individual Property to comply with any order of any governmental authority in connection with any Environmental Laws; (f) it against the imposition, recording or filing or the threatened imposition, recording or filing of any Environmental Lien encumbering any Individual 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 any Individual Property, including but not limited to costs to investigate and assess such injury, destruction or loss; (i) any acts of such Borrower, any Person affiliated with any Borrower, and any tenant or other user of any Individual 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 Substances; (j) any acts of such Borrower, any Person affiliated with any such Borrower, and any tenant or other user of such Individual 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 such Individual 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 or any other Loan Document. IT IS EXPRESSLY ACKNOWLEDGED AND AGREED BY EACH BORROWER THAT THE INDEMNITY (AND/OR THE RELEASE) CONTAINED IN THIS SECTION 5.1(F) PROTECTS LENDER FROM THE CONSEQUENCES OF LENDER’S ACTS OR OMISSIONS, INCLUDING WITHOUT LIMITATION, THE NEGLIGENT ACTS OR OMISSIONS OF LENDER TO THE EXTENT PERMITTED BY LAW; PROVIDED, HOWEVER, THAT NOTHING CONTAINED HEREIN SHALL BE DEEMED TO RELIEVE THE LENDER FROM LIABILITY DUE TO ITS FRAUD, WILLFUL MISCONDUCT OR GROSS NEGLIGENCEundersigned.

Environmental Indemnity. Borrowers covenant Borrower covenants and agreeagrees, at their its sole cost and expense, to protect, defend, indemnify, release and hold Environmental Indemnified Parties harmless from and against any and all Losses imposed upon or incurred by or asserted against any Environmental Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following (other than Losses imposed upon or incurred by or asserted against any Environmental Indemnified Parties to the extent that the Borrowers can prove that (1a) that such Losses were caused exclusively by actions, conditions the actions of Lender (or events that occurred its successors in interest to the Pledged Collateral) occurring entirely after the date that Lender (or Lender’s designee or transferee by reason of exercise of remedies) actually acquired title to the applicable Individual Property, Pledged Collateral and (2b) that such Losses were not caused or occasioned by the actions or inactions of any Borrower, any ManagerMortgage Borrower, or any agent, employee, contractor of any of the foregoing prior to the time Lender acquires title to the Pledged Collateral, or Borrower, Manager or Operating Lessee or any agent, employee, contractor or any Affiliate of any of the foregoing): : (a) any presence or use of any Hazardous Substances in, on, above, under, from or affecting any Individual Property; (b) any past, present or threatened Release of Hazardous Substances in, on, above, under, from or affecting any Individual Property; (c) any activity by any Borrower, Mortgage Borrower, Operating Lessee, any Person affiliated with any Borrower, Mortgage Borrower or Operating Lessee or and any tenant or other user of such Individual 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 such Individual Property of or exposure to any Hazardous Substances at any time located in, under, on or above such Individual Property; (d) any activity by any Borrower, Mortgage Borrower, Operating Lessee any Person affiliated with any Borrower, Mortgage Borrower or Operating Lessee, and any tenant or other user of such Individual Property in connection with any actual or proposed Remediation of any Hazardous Substances at any time located in, under, on, above or affecting such Individual 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 such Individual Property or operations thereon, including but not limited to any failure by any Borrower, Mortgage Borrower, Operating Lessee, any Person affiliated with any Borrower, Mortgage Borrower, or Operating Lessee and any tenant or other user of any Individual 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 any Individual 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 any Individual Property, including but not limited to costs to investigate and assess such injury, destruction or loss; (i) any acts of such Borrower, any Person affiliated with any Borrower, and any tenant or other user of any Individual 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 Substances; (j) any acts of such Borrower, any Person affiliated with any such Borrower, and any tenant or other user of such Individual 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 such Individual 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 or any other Loan Document. IT IS EXPRESSLY ACKNOWLEDGED AND AGREED BY EACH BORROWER THAT THE INDEMNITY (AND/OR THE RELEASE) CONTAINED IN THIS SECTION 5.1(F) PROTECTS LENDER FROM THE CONSEQUENCES OF LENDER’S ACTS OR OMISSIONS, INCLUDING WITHOUT LIMITATION, THE NEGLIGENT ACTS OR OMISSIONS OF LENDER TO THE EXTENT PERMITTED BY LAW; PROVIDED, HOWEVER, THAT NOTHING CONTAINED HEREIN SHALL BE DEEMED TO RELIEVE THE LENDER FROM LIABILITY DUE TO ITS FRAUD, WILLFUL MISCONDUCT OR GROSS NEGLIGENCE.such

Environmental Indemnity. Borrowers covenant (a) Borrower covenants and agree, agrees at their its sole cost and expense, expense to protect, defend, indemnify, release and hold Environmental harmless Indemnified Parties harmless from and against any and all Losses imposed upon or incurred by or asserted against any Environmental Indemnified Parties of them (other than those arising solely from a state of facts that first came into existence after Lender acquired title to the Mortgaged Property through foreclosure or a deed in lieu thereof or realized its collateral pursuant to the Pledge Agreement (as defined in the Loan Agreement)) and directly or indirectly arising out of or in any way relating to any one or more of the following (other than Losses imposed upon or incurred by or asserted against any Environmental Indemnified Parties to the extent that the Borrowers can prove (1) that such Losses were caused exclusively by actions, conditions or events that occurred entirely after the date that Lender (or Lender’s designee or transferee by reason of exercise of remedies) actually acquired title to the applicable Individual Property, and (2) that such Losses were not caused or occasioned by the actions or inactions of any Borrower, any Manager, Operating Lessee or any agent, employee, contractor or any Affiliate of any of the foregoing): following: (a) any presence or use of any Hazardous Substances in, on, above, under, from or affecting any Individual under the Mortgaged Property; (b) any past, present or threatened future Release of Hazardous Substances in, on, above, under, under or from or affecting any Individual the Mortgaged Property; (c) any activity by any Borrower, any Person person or entity affiliated with any Borrower, and any tenant or other user of such Individual the Mortgaged Property in connection with any actual, proposed or threatened future 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 such Individual the Mortgaged Property of or exposure to any Hazardous Substances at any time located in, under, on or above such Individual the Mortgaged Property; (d) any activity by any Borrower, any Person person or entity affiliated with any Borrower, and any tenant or other user of such Individual the Mortgaged Property in connection with any actual or proposed Remediation of any Hazardous Substances at any time located in, under, on, on or above or affecting such Individual the Mortgaged 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 future non-compliance or violations of any Environmental Laws (or permits issued pursuant to any Environmental Lawthereto) in connection with such Individual the Mortgaged Property or operations thereon, including but not limited to any failure by any Borrower, any Person person or entity affiliated with any Borrower, and any tenant or other user of any Individual the Mortgaged Property to comply with any order of any governmental authority in connection with any Environmental Laws, but not including any non-compliance or violations occurring as a result of the gross negligence or willful misconduct of any of the Indemnified parties; (f) the imposition, recording or filing or the threatened future imposition, recording or filing of any Environmental Lien encumbering any Individual the Mortgaged Property; (g) any administrative processes or proceedings or judicial proceedings in any way connected with any matter addressed in this AgreementDeed of Trust not caused by the gross negligence or willful misconduct of any of the Indemnified parties; (h) any past, present or threatened injury to, destruction of or loss of natural resources in any way connected with any Individual Property, including but not limited to costs to investigate and assess such injury, destruction or loss; (i) any acts of such Borrower, any Person affiliated with any Borrower, and any tenant or other user of any Individual 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 Substances; (j) any acts of such Borrower, any Person affiliated with any such Borrower, and any tenant or other user of such Individual 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 such Individual Property; and (l) any material misrepresentation or inaccuracy in any representation or warranty made by Borrower herein or Borrower’s material breach or failure to perform any covenants or other obligations pursuant to this Agreement Deed of Trust; and (i) any diminution in value (but only to the extent such diminution is realized by Lender) of the Mortgaged Property in any way connected with any occurrence or other matter referred to in this Deed of Trust not caused by the gross negligence or willful misconduct of any of the Indemnified Parties. (b) Upon written request by any Indemnified Party, Borrower shall defend same (if requested by any Indemnified Party, in the name of the Indemnified Party) by attorneys and other Loan Documentprofessionals approved by the Indemnified Parties. IT IS EXPRESSLY ACKNOWLEDGED AND AGREED BY EACH BORROWER THAT THE INDEMNITY (AND/OR THE RELEASE) CONTAINED IN THIS SECTION 5.1(F) PROTECTS LENDER FROM THE CONSEQUENCES OF LENDER’S ACTS OR OMISSIONSIf Borrower does not provide a defense by attorneys and other professionals reasonably satisfactory to Indemnified Parties, INCLUDING WITHOUT LIMITATIONany Indemnified Party may, THE NEGLIGENT ACTS OR OMISSIONS OF LENDER TO THE EXTENT PERMITTED BY LAW; PROVIDEDin its sole and absolute discretion, HOWEVERengage its own attorneys and other professionals to defend or assist it, THAT NOTHING CONTAINED HEREIN SHALL BE DEEMED TO RELIEVE THE LENDER FROM LIABILITY DUE TO ITS FRAUDand, WILLFUL MISCONDUCT OR GROSS NEGLIGENCEat the option of Indemnified Parties, their attorneys shall control the resolution of any claim or proceeding. Upon demand, Borrower 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.

Environmental Indemnity. Borrowers covenant and agree(a) Borrower agrees to indemnify, at their sole cost and expense, to protect, defenddefend and save harmless Beneficiary, indemnifyas well as its respective, release officers, employees, agents, attorneys and hold Environmental shareholders (individually, an “Indemnified Parties harmless Party” and collectively, the “Indemnified Parties”) from and against any and all Losses imposed upon losses, damages, expenses or liabilities, of any kind or nature from any investigations, suits, claims or demands, including reasonable counsel fees incurred in investigating or defending such claim, suffered by or asserted against any Environmental Indemnified Parties of them and directly or indirectly caused by, relating to, arising out of of, resulting from or in any way relating to any one or more of the following (other than Losses imposed upon or incurred by or asserted against any Environmental Indemnified Parties to the extent that the Borrowers can prove (1) that such Losses were caused exclusively by actions, conditions or events that occurred entirely after the date that Lender (or Lender’s designee or transferee by reason of exercise of remedies) actually acquired title to the applicable Individual Property, and (2) that such Losses were not caused or occasioned by the actions or inactions of any Borrower, any Manager, Operating Lessee or any agent, employee, contractor or any Affiliate of any of the foregoing): connected with: (a) any the presence in, on or use under the Subject Property of any Hazardous Substances in, Materials or any releases or discharges of any Hazardous Materials on, above, under, under or from or affecting any Individual the Subject Property; (b) any past, present violation of Environmental Laws; or threatened Release of Hazardous Substances in, on, above, under, from or affecting any Individual Property; (c) any activity by any Borrowercarried on or undertaken on or off the Subject Property, any Person affiliated with any Borrowerwhether prior to or during the term of the Credit Agreement, and whether by Borrower or any tenant predecessor in title or other user any employees, agents, contractors or subcontractors of such Individual Property Borrower or any predecessor in title, or any third persons at any time occupying or present on the Subject Property, in connection with any actual, proposed or threatened usethe handling, treatment, removal, storage, holdingdecontamination, existenceclean-up, disposition transport or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from such Individual Property disposal of or exposure to any Hazardous Substances Materials at any time located in, under, or present on or above such Individual under the Subject Property; (d) . The foregoing indemnity shall further apply to any activity by residual contamination on or under the Subject Property, or affecting any Borrower, any Person affiliated with any Borrowernatural resources, and to any tenant contamination of any property or other user of such Individual Property natural resources, arising in connection with any actual the generation, use, handling, storage, transport or proposed Remediation disposal of any such Hazardous Substances at Materials, and irrespective of whether any time located inof such activities were or will be undertaken in accordance with applicable laws, regulations, codes and ordinances. It is provided, however, that, notwithstanding the foregoing, Borrower shall not be obligated to indemnify, protect, defend or save harmless an Indemnified Party if, and to the extent that, any such loss, damage, expense or liability was caused by the gross negligence or intentional misconduct of such Indemnified Party, as determined by a final, non-appealable judgment of a court of competent jurisdiction. Borrower hereby acknowledges and agrees that, notwithstanding any other provision of this Deed of Trust or any of the other Credit Documents to the contrary, the obligations of Borrower under this Section shall be unlimited personal obligations of Borrower and shall survive any foreclosure under this Deed of Trust, any transfer in lieu thereof, any foreclosure of this Deed of Trust and any satisfaction of the obligations which are secured hereby. Borrower acknowledges that Beneficiary’s appraisal of the Subject Property is such that Beneficiary would not extend the Loan but for the personal liability undertaken by Borrower for the obligations under this Section. Borrower and Beneficiary agree that any obligations of Borrower under this Section which may also be obligations of Borrower under the Environmental Certificate shall be deemed to arise solely under this Section and not under the Environmental Certificate. The obligations of Borrower under this Section are separate from and in addition to the obligations to pay the indebtedness evidenced by the Note, the obligations under the Credit Agreement and the other obligations secured by, or imposed under, on, above or affecting such Individual Property, whether or this Deed of Trust. The liability of Borrower under this Section 5.16 shall not such Remediation is voluntary or pursuant to court or administrative order, including but not be limited to or measured by the amount of the indebtedness secured hereby or the value of the Subject Property. Borrower shall be fully and personally liable for all obligations of Borrower under this Section. Borrower waives the right to assert any removalstatute of limitations as a bar to the enforcement of this Section or to any action brought to enforce this Section 5.16. This Section 5.16 shall not affect, remedial impair or corrective action; (e) waive any past, present rights or threatened non-compliance remedies of Beneficiary or violations any obligations of any Borrower with respect to Hazardous Materials created or imposed by Environmental Laws (including Beneficiary’s rights of reimbursement or permits issued pursuant contribution under Environmental Laws). The remedies under this Section 5.16 are cumulative and in addition to all remedies provided by law. (b) In case any Environmental Law) action shall be brought against any Indemnified Party based upon any of the above and in connection with such Individual Property or operations thereonrespect to which indemnity may be sought against Borrower, Beneficiary shall promptly notify Borrower in writing, and Borrower shall assume the defense thereof, including but not limited the employment of counsel selected by Borrower and reasonably satisfactory to any failure the Indemnified Party, the payment of all costs and expenses and the right to negotiate and consent to settlement upon the consent of the Indemnified Party. Upon reasonable determination made by any an Indemnified Party that such counsel would have a conflict representing such Indemnified Party and Borrower, any Person affiliated with any the applicable Indemnified Party shall have the right to employ, at the expense of Borrower, separate counsel in any such action and to participate in the defense thereof. Borrower shall not be liable for any tenant or other user settlement of any Individual Property to comply such action effected without its consent, but if settled with any order of any governmental authority in connection with any Environmental Laws; (f) Borrower’s consent, or if there be a final judgment for the imposition, recording or filing or the threatened imposition, recording or filing of any Environmental Lien encumbering any Individual Property; (g) any administrative processes or proceedings or judicial proceedings claimant in any way connected with such action, Borrower agrees to indemnify, defend and save harmless such Indemnified Parties from and against any matter addressed in this Agreement; (h) any past, present loss or threatened injury to, destruction of or loss of natural resources in any way connected with any Individual Property, including but not limited to costs to investigate and assess such injury, destruction or loss; (i) any acts liability by reason of such Borrower, any Person affiliated with any Borrower, and any tenant settlement or other user of any Individual 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 Substances; (j) any acts of such Borrower, any Person affiliated with any such Borrower, and any tenant or other user of such Individual 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 such Individual 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 or any other Loan Document. IT IS EXPRESSLY ACKNOWLEDGED AND AGREED BY EACH BORROWER THAT THE INDEMNITY (AND/OR THE RELEASE) CONTAINED IN THIS SECTION 5.1(F) PROTECTS LENDER FROM THE CONSEQUENCES OF LENDER’S ACTS OR OMISSIONS, INCLUDING WITHOUT LIMITATION, THE NEGLIGENT ACTS OR OMISSIONS OF LENDER TO THE EXTENT PERMITTED BY LAW; PROVIDED, HOWEVER, THAT NOTHING CONTAINED HEREIN SHALL BE DEEMED TO RELIEVE THE LENDER FROM LIABILITY DUE TO ITS FRAUD, WILLFUL MISCONDUCT OR GROSS NEGLIGENCEjudgment.

Environmental Indemnity. Borrowers covenant and agreeSubject to the terms of Article 13 above, at their sole cost and expense, to protect, each party (the "Indemnifying Party") shall defend, indemnify, release and hold Environmental harmless the other party, its members, employees, agents, officers, and directors (the "Indemnified Parties harmless Parties"), from and against any and all Losses imposed upon claims, demands, penalties, causes of action, fines, liabilities, settlements, damages (other than lost business, lost profits and other special and/or consequential damages, whether direct or incurred indirect, all claims for which are hereby irrevocably waived), costs, or expenses of whatever kind or nature, known or unknown, foreseen or unforeseen, contingent or otherwise (including, without limitation, reasonable counsel and consultant fees and expenses, investigation and laboratory fees and expenses, court costs, and litigation expenses) arising out of, or in any way related to, (i) any breach by the Indemnifying Party of the provisions of Section 15.2 above or asserted against by Landlord of the representations and warranties contained in Section 14.2.5 above, (ii) the presence, disposal, spillage, discharge, emission, leakage, release, or threatened release of any Environmental Indemnified Parties and directly Hazardous Material which is at, in, on, under, about, from or indirectly affecting the Project Site or any portion thereof, including, without limitation, any damage or injury resulting from any such Hazardous Material to or affecting the Project Site or the soil, water, air, vegetation, buildings, personal property, persons or animals located on the Project Site or on any other property or otherwise, which arose or occurred through the act or omission of the Indemnifying Party or resulted from the Indemnifying Party's use or occupancy of the Project Site, (iii) any personal injury (including wrongful death) or property damage (real or personal) arising out of or in any way relating to any one or more of the following (other than Losses imposed upon or incurred by or asserted against any Environmental Indemnified Parties related to the extent that the Borrowers can prove (1) that such Losses were caused exclusively by actionsgeneration, conditions or events that occurred entirely after the date that Lender (or Lender’s designee or transferee by reason storage, handling, processing, disposal of exercise of remedies) actually acquired title to the applicable Individual Property, and (2) that such Losses were not caused or occasioned by the actions or inactions of any Borrower, any Manager, Operating Lessee or any agent, employee, contractor or any Affiliate of any of the foregoing): (a) any presence or use of any such Hazardous Substances inMaterial by the Indemnifying Party, on, above, under, from or affecting any Individual Property; (biv) any pastlawsuit brought, present settlement reached, or threatened Release order or directive of or by any Governmental Authority relating to the Indemnifying Party's use of such Hazardous Substances inMaterial, on, above, under, from or affecting any Individual Property; (cv) any activity violation by any Borrower, any Person affiliated with any Borrower, and any tenant or other user of such Individual 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 such Individual Property of or exposure to any Hazardous Substances at any time located in, under, on or above such Individual Property; (d) any activity by any Borrower, any Person affiliated with any Borrower, and any tenant or other user of such Individual Property in connection with any actual or proposed Remediation of any Hazardous Substances at any time located in, under, on, above or affecting such Individual 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 the Indemnifying Parry of any Environmental Laws (or permits issued pursuant to any Environmental Law) in connection with such Individual Property or operations thereon, including but not limited to any failure by any Borrower, any Person affiliated with any Borrower, and any tenant or other user of any Individual 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 any Individual 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 any Individual Property, including but not limited to costs to investigate and assess such injury, destruction or loss; (i) any acts of such Borrower, any Person affiliated with any Borrower, and any tenant or other user of any Individual 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 Substances; (j) any acts of such Borrower, any Person affiliated with any such Borrower, and any tenant or other user of such Individual 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 such Individual 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 or any other Loan Document. IT IS EXPRESSLY ACKNOWLEDGED AND AGREED BY EACH BORROWER THAT THE INDEMNITY (AND/OR THE RELEASE) CONTAINED IN THIS SECTION 5.1(F) PROTECTS LENDER FROM THE CONSEQUENCES OF LENDER’S ACTS OR OMISSIONS, INCLUDING WITHOUT LIMITATION, THE NEGLIGENT ACTS OR OMISSIONS OF LENDER TO THE EXTENT PERMITTED BY LAW; PROVIDED, HOWEVER, THAT NOTHING CONTAINED HEREIN SHALL BE DEEMED TO RELIEVE THE LENDER FROM LIABILITY DUE TO ITS FRAUD, WILLFUL MISCONDUCT OR GROSS NEGLIGENCERequirement.

Environmental Indemnity. Borrowers covenant and agree(a) To the fullest extent permitted by law, at their sole cost and expense, to protect, Lessee shall defend, indemnify, release indemnify and hold Environmental Indemnified Parties harmless Lessor and Lessor’s Related Persons from Claims (including, without limitation, any costs and against any and all Losses imposed upon expenses of clean up or other mitigation) suffered or incurred by or asserted against such persons resulting from any Environmental Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following occurring from and after the date hereof or the date on which Lessee assumed operational control over the relevant property: (i) the presence or release of Hazardous Materials in, under or about the ▇▇▇▇▇▇▇/▇▇▇▇▇/▇▇▇▇▇▇▇ Assets which are or were brought or permitted to be brought onto the ▇▇▇▇▇▇▇/▇▇▇▇▇/▇▇▇▇▇▇▇ Assets by the Lessee or Lessee’s Related Persons, (ii) creation of any hazardous or potentially hazardous environmental conditions or exacerbation of a pre-existing environmental condition, (iii) the violation of any Environmental Law by Lessee or Lessee’s Related Persons or (iv) any other than Losses imposed upon failure to comply with Section 4.6 by Lessee or Lessee’s Related Persons. (b) To the fullest extent permitted by law, Lessor shall defend, indemnify and hold harmless Lessee and Lessee’s Related Persons from Claims (including, without limitation, any costs and expenses of clean up or other mitigation) suffered or incurred by such persons resulting from (i) the presence or asserted against release of any Environmental Indemnified Parties Hazardous Material or hazardous or potentially hazardous ▇▇▇▇▇▇▇/▇▇▇▇▇/▇▇▇▇▇▇▇ ASSETS LEASE AGREEMENT condition in, under or about the ▇▇▇▇▇▇▇/▇▇▇▇▇/▇▇▇▇▇▇▇ Assets that was present in, under or about the ▇▇▇▇▇▇▇/▇▇▇▇▇/▇▇▇▇▇▇▇ Assets as of the date Lessee assumed operational control over the relevant property (except to the extent that such existing Hazardous Material or condition is exacerbated by Lessee or Lessee’s Related Persons), (ii) the Borrowers can prove (1) that such Losses presence or release of Hazardous Materials in, under or about the ▇▇▇▇▇▇▇/▇▇▇▇▇/▇▇▇▇▇▇▇ Assets which are or were caused exclusively brought or permitted to be brought onto the ▇▇▇▇▇▇▇/▇▇▇▇▇/▇▇▇▇▇▇▇ Assets by actions, conditions Lessor or events that occurred entirely after the date that Lender (Lessor’s Related Persons during construction of any improvement or Lender’s designee or transferee by reason of exercise of remedies) actually acquired title addition to the applicable Individual Property▇▇▇▇▇▇▇/▇▇▇▇▇/▇▇▇▇▇▇▇ Assets, and (2iii) that such Losses were not caused or occasioned by the actions or inactions violation of any Borrower, any Manager, Operating Lessee Applicable Law by Lessor or any agent, employee, contractor or any Affiliate of any of the foregoing): (a) any presence or use of any Hazardous Substances in, on, above, under, from or affecting any Individual Property; (b) any past, present or threatened Release of Hazardous Substances in, on, above, under, from or affecting any Individual Property; (c) any activity by any Borrower, any Person affiliated with any Borrower, and any tenant or other user of such Individual 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 such Individual Property of or exposure to any Hazardous Substances at any time located in, under, on or above such Individual Property; (d) any activity by any Borrower, any Person affiliated with any Borrower, and any tenant or other user of such Individual Property in connection with any actual or proposed Remediation of any Hazardous Substances at any time located in, under, on, above or affecting such Individual 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 such Individual Property or operations thereon, including but not limited to any failure by any Borrower, any Person affiliated with any Borrower, and any tenant or other user of any Individual 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 any Individual 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 any Individual Property, including but not limited to costs to investigate and assess such injury, destruction or loss; (i) any acts of such Borrower, any Person affiliated with any Borrower, and any tenant or other user of any Individual Property in arranging for disposal or treatmentLessor’s Related Persons, or arranging with a transporter for transport for disposal (iv) testing conducted under Section 4.6 by Lessor or treatment, of Hazardous Substances at any facility or incineration vessel containing such or similar Hazardous Substances; (j) any acts of such Borrower, any Person affiliated with any such Borrower, and any tenant or other user of such Individual 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 such Individual 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 or any other Loan Document. IT IS EXPRESSLY ACKNOWLEDGED AND AGREED BY EACH BORROWER THAT THE INDEMNITY (AND/OR THE RELEASE) CONTAINED IN THIS SECTION 5.1(F) PROTECTS LENDER FROM THE CONSEQUENCES OF LENDER’S ACTS OR OMISSIONS, INCLUDING WITHOUT LIMITATION, THE NEGLIGENT ACTS OR OMISSIONS OF LENDER TO THE EXTENT PERMITTED BY LAW; PROVIDED, HOWEVER, THAT NOTHING CONTAINED HEREIN SHALL BE DEEMED TO RELIEVE THE LENDER FROM LIABILITY DUE TO ITS FRAUD, WILLFUL MISCONDUCT OR GROSS NEGLIGENCELessor’s Related Persons.

Environmental Indemnity. Borrowers covenant and agree, at their sole cost and expense, to Environmental Indemnitors shall protect, defend, indemnify, release defend and hold Environmental Indemnified Parties Lender and any participants, successors or assigns to Lender’s interest in the Loan, and any other Affiliate of Lender who acquires any portion of the Loan at a foreclosure sale or otherwise through the exercise of Lender’s rights and remedies under the Loan Documents, and all directors, officers, employees and agents of all of the aforementioned indemnified parties, harmless from and against any and all Losses imposed upon actual or incurred by potential claims, liabilities, damages (direct or asserted against any Environmental Indemnified Parties indirect), and directly or indirectly arising Expenses which arise out of or relate in any way relating to any one breach of any representation, warranty or more covenant contained in this Article 6, or any Environmental Proceedings or any use, handling, production, transportation, disposal, release or storage of any Hazardous Material in, under or on any of the following (other than Losses imposed upon or incurred Projects, whether by or asserted against any Environmental Indemnified Parties Indemnitor or any other person, including, without limitation: (a) all foreseeable and all unforeseeable Expenses (including any loss of principal and interest due and owing on the Loan) arising out of: (i) Environmental Proceedings or the use, generation, storage, discharge or disposal of Hazardous Material by Environmental Indemnitors, any prior owner or operator of any of the Projects or any person on or about any of the Projects; (ii) any residual contamination affecting any natural resource or the environment; or (iii) any exercise by Lender of any of its rights and remedies under this Article 6; (b) the costs of any required or necessary investigation, assessment, testing, remediation, repair, cleanup, or detoxification of any of the Projects and the preparation of any closure or other required plans; and (c) all amounts required to be paid by Environmental Indemnitors under this Article 6 or any separate environmental indemnity in favor of Lender. In addition, in the extent that event any Hazardous Material is removed, or caused to be removed from any of the Borrowers can prove (1) that such Losses were caused exclusively Projects, by actionsEnvironmental Indemnitors, conditions Lender or events that occurred entirely after any other person, the date that Lender (or Lender’s designee or transferee by reason of exercise of remedies) actually acquired title to the applicable Individual Property, and (2) that such Losses were not caused or occasioned number assigned by the actions or inactions of any Borrower, any Manager, Operating Lessee U.S. Environmental Protection Agency to such Environmental Proceedings or any agentsimilar identification shall in no event be in the name of Lender or identify the Lender as a generator, employeearranger or other designation. The foregoing indemnity shall not include Expenses arising solely from Hazardous Materials which first exist on any of the Projects following the Transfer Date (as hereinafter defined) if (but only if) the following conditions are fully satisfied: (a) none of the Environmental Indemnitors, contractor or nor any Affiliate of any of the Environmental Indemnitors nor any agent, employee or contractor of any of the foregoing (or any of their agents) contributed, by act or omission, to the cause, existence, or occurrence of such Hazardous Materials; and (b) the events or state of facts (including without limitation, the presence of Hazardous Materials) resulting (or with the passage of time eventually proximately resulting) in any such Hazardous Materials did not exist prior to the Transfer Date. Notwithstanding anything in this Agreement and in the other Loan Documents to the contrary, in no event shall Environmental Indemnitors be responsible or liable to any Person indemnified under the foregoing indemnification (A) for indirect, consequential, punitive or exemplary damages (including loss of use or diminution in value) unless such damages were imposed upon such Person as a result of any claims made against such Person by a Governmental Authority or other third party, or (B) for any claims arising solely from the fraud, bad faith, gross negligence, willful misconduct or criminal acts of such Person so indemnified or any contractor, agent or any other party engaged by or within the direct control of any such Person so indemnified. Notwithstanding anything in this Agreement and in the other Loan Documents to the contrary, each Person indemnified under the foregoing indemnification shall give Environmental Indemnitors notice of any Environmental Proceeding which Environmental Indemnitors are obligated to defend promptly after such Person so indemnified receives notice of or otherwise becomes aware of such Environmental Proceeding and Environmental Indemnitors shall thereafter assume the defense of such Person so indemnified against such claim with attorneys and other professionals reasonably approved by Lender. Notwithstanding the foregoing): , if the defendants in a claim include Environmental Indemnitors and any person so indemnified who shall have reasonably concluded that (a) any presence there are legal defenses available to it that are materially different from those available to Environmental Indemnitors, or use of any Hazardous Substances in, on, above, under, from or affecting any Individual Property; (b) any past, the use of the attorneys engaged by Environmental Indemnitors would present or threatened Release such attorneys with a conflict of Hazardous Substances in, on, above, under, from or affecting any Individual Property; (c) any activity by any Borrowerinterest, any Person affiliated with any Borrowerperson so indemnified may, in its reasonable discretion, engage its own attorneys and any tenant other professionals to assume its legal defenses and to defend or other user assist it, and, at the option of such Individual Property Person so indemnified, its attorneys shall act as co-counsel in connection with the resolution of any actualclaim or proceeding; provided, proposed however, that any compromise or threatened usesettlement of such claim, treatmentshall be at the sole discretion of the indemnified party and may be entered without Environmental Indemnitors’ consent. Upon demand, storage, holding, existence, disposition or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from such Individual Property of or exposure to any Hazardous Substances at any time located in, under, on or above such Individual Property; (d) any activity by any Borrower, any Person affiliated with any BorrowerEnvironmental Indemnitors shall be liable to, and any tenant shall pay or reimburse such Person so indemnified for all such indemnity obligations including without limitation the payment of reasonable out-of-pocket fees and disbursements for attorneys, engineers, environmental consultants, laboratories and other user of such Individual Property professionals in connection with any actual therewith; provided, however, that the fees and disbursements of attorneys for which Environmental Indemnitors are so obligated under this Article 6 shall, for each Environmental Proceeding or proposed Remediation related Environmental Proceeding for which the Persons so indemnified are seeking to be indemnified, be limited to the reasonable out-of-pocket fees and disbursements of a single outside law firm representing all of the Persons so indemnified as a group, and provided, further, that the reasonable out-of-pocket fees and disbursements of engineers, environmental consultants and other professionals for which Environmental Indemnitors are obligated under this Article 6 shall, for each Environmental Proceeding or related Environmental Proceeding for which the persons so indemnified are seeking to be indemnified, be limited to the reasonable non-duplicative fees and disbursements of one engineering firm, one environmental consultant and one of any Hazardous Substances at any time located inother type of professional which single firm shall represent all of the persons so indemnified as a group, underand provided, onfurther, above that the reasonable fees and disbursements of laboratories for which Indemnitor is obligated under this Article 6 shall, for each Environmental Proceeding or affecting such Individual Propertyrelated Environmental Proceeding for which the persons so indemnified are seeking to be indemnified, whether or not such Remediation is voluntary or pursuant to court or administrative order, including but not be limited to any removal, remedial or corrective action; (e) any past, present or threatened non-compliance or violations the reasonable fees and disbursements of any Environmental Laws (or permits issued pursuant to any Environmental Law) in connection with such Individual Property or operations thereon, including but not limited to any failure by any Borrower, any Person affiliated with any Borrower, and any tenant or other user of any Individual 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 any Individual 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 any Individual Property, including but not limited to costs to investigate and assess such injury, destruction or loss; (i) any acts of such Borrower, any Person affiliated with any Borrower, and any tenant or other user of any Individual 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 Substances; (j) any acts of such Borrower, any Person affiliated with any such Borrower, and any tenant or other user of such Individual Property in accepting any Hazardous Substances for transport to disposal or treatment facilities, incineration vessels or sites laboratories from which there is a Release, the professionals described above have requested assessments 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 such Individual 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 or any other Loan Document. IT IS EXPRESSLY ACKNOWLEDGED AND AGREED BY EACH BORROWER THAT THE INDEMNITY (AND/OR THE RELEASE) CONTAINED IN THIS SECTION 5.1(F) PROTECTS LENDER FROM THE CONSEQUENCES OF LENDER’S ACTS OR OMISSIONS, INCLUDING WITHOUT LIMITATION, THE NEGLIGENT ACTS OR OMISSIONS OF LENDER TO THE EXTENT PERMITTED BY LAW; PROVIDED, HOWEVER, THAT NOTHING CONTAINED HEREIN SHALL BE DEEMED TO RELIEVE THE LENDER FROM LIABILITY DUE TO ITS FRAUD, WILLFUL MISCONDUCT OR GROSS NEGLIGENCEevaluations.

Environmental Indemnity. Borrowers covenant and agree(i) Without in any way limiting the generality of the other provisions contained in this Section 9.2, at their sole cost and expensethe Borrower agrees to defend, to protect, defend, indemnify, release save and hold Environmental harmless each Indemnified Parties harmless Person, whether as beneficiary of any of the Security Documents, as a mortgagee in possession, or as successor-in-interest to the Borrower by foreclosure deed or deed in lieu of foreclosure, or otherwise, from and against any and all Losses liabilities, obligations, losses, damages (including foreseeable and unforeseeable conse- quential damages and punitive claims), penalties, fees, claims, actions, judgments, suits, costs, disbursements (including, without limitation, reasonable legal fees and expenses and consultants' fees and disbursements) and expenses (collectively, "Losses") of any kind or nature whatsoever that ------ may at any time be incurred by, imposed upon on, asserted or incurred by or asserted awarded against any Environmental such Indemnified Parties and Person directly or indirectly based on, or arising out of or in resulting from, (A) the actual or alleged presence of Hazardous Materials on, in, under or affecting all or any way portion of any Property of the Borrower or any member of the NEG Group whether or not the same originates or emanates from any such Property or any property adjoining or adjacent to any such Property or from properties at which any Hazardous Materials generated, stored or handled by the Borrower were Released or disposed of, (B) any Environmental Claim relating to any one such Property or more (C) the exercise of any Secured Party's rights under any of the following provisions of the Security Documents (the "Indemnified Matters"), whether any of the ------------------- Indemnified Matters arise before or after foreclosure of any of the security interests or other than Losses imposed upon taking of title to all or any portion of the Collateral by the Collateral Agent or any Lender, including, without limitation, (x) the costs of removal of any and all Hazardous Materials from all or any portion of any such Property or any property adjoining or adjacent to any such Property, (y) additional costs required to take reasonable precautions to protect against the Release of Hazardous Materials on, in, under or affecting any such Property into the air, any body of water, any other public domain or any surrounding areas, and (z) costs incurred by to comply, in connection with all or asserted against any portion of any such Property or any surrounding areas, with all applicable Environmental Indemnified Parties Laws with respect to Hazardous Materials, except to the extent that any such Indemnified Matter arises from the Borrowers can prove gross negligence or willful misconduct of such Indemnified Person. (1ii) that such Losses were caused exclusively In no event shall any site visit, observation, or testing by actions, conditions or events that occurred entirely after the date that Lender any Indemnified Person (or Lender’s designee or transferee by reason of exercise of remedies) actually acquired title to the applicable Individual Property, and (2) that such Losses were not caused or occasioned by the actions or inactions any representative of any Borrower, any Manager, Operating Lessee such Person) be deemed to be a representation or any agent, employee, contractor warranty that Hazardous Materials are or any Affiliate of any of the foregoing): (a) any presence or use of any Hazardous Substances are not present in, on, above, or under, from or affecting any Individual Property; (b) any past, present or threatened Release of Hazardous Substances in, on, above, under, from or affecting any Individual Property; (c) any activity by any Borrower, any Person affiliated with any Borrower, and any tenant or other user of such Individual 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 such Individual Property of the Borrower or exposure to any Hazardous Substances at any time located inmember of the NEG Group, under, on or above such Individual Property; (d) any activity by any Borrower, any Person affiliated that there has been or shall be compliance with any Borrower, and any tenant or other user of such Individual Property in connection with any actual or proposed Remediation of any Hazardous Substances at any time located in, under, on, above or affecting such Individual 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 such Individual Property . Neither the Borrower nor any other Person is entitled to rely on any site visit, observation, or operations thereon, including but not limited to any failure testing by any Borrower, Indemnified Person. No Indemnified Person owes any Person affiliated with any Borrower, and any tenant or other user duty of any Individual Property care to comply with any order of any governmental authority in connection with any Environmental Laws; (f) protect the imposition, recording or filing or the threatened imposition, recording or filing of any Environmental Lien encumbering any Individual 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 any Individual Property, including but not limited to costs to investigate and assess such injury, destruction or loss; (i) any acts of such Borrower, any Person affiliated with any Borrower, and any tenant or other user of any Individual 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 Substances; (j) any acts of such Borrower, any Person affiliated with any such Borrower, and any tenant or other user of such Individual 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 such Individual 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 Borrower or any other Loan DocumentPerson against, or to inform the Borrower or any other Person of, any Hazardous Materials or any other adverse condition affecting any such Property. IT IS EXPRESSLY ACKNOWLEDGED AND AGREED BY EACH BORROWER THAT THE INDEMNITY (AND/OR THE RELEASE) CONTAINED IN THIS SECTION 5.1(F) PROTECTS LENDER FROM THE CONSEQUENCES OF LENDER’S ACTS OR OMISSIONSNo Indemnified Person shall be obligated to disclose to the Borrower or any other Person any report or findings made as a result of, INCLUDING WITHOUT LIMITATIONor in connection with, THE NEGLIGENT ACTS OR OMISSIONS OF LENDER TO THE EXTENT PERMITTED BY LAW; PROVIDEDany site visit, HOWEVERobservation, THAT NOTHING CONTAINED HEREIN SHALL BE DEEMED TO RELIEVE THE LENDER FROM LIABILITY DUE TO ITS FRAUD, WILLFUL MISCONDUCT OR GROSS NEGLIGENCEor testing by any Indemnified Person.

Environmental Indemnity. Borrowers covenant and agree, at their sole cost and expense, to protect, defend, indemnify, release The Seller will indemnify and hold Environmental harmless the Buyer and Buckeye Technologies (the indemnified persons are sometimes hereinafter referred to collectively as the ,,Indemnified Parties harmless from Persons") for, and against will pay to the Indemnified Persons the amount of, any and all Losses imposed upon or incurred by or asserted against any Environmental Indemnified Parties and Adverse Consequence arising, directly or indirectly indirectly, from or in connection with: (i) any Environmental, Health, and Safety Liabilities arising out of or relating to: (A) the ownership, operation, or condition at any time on or prior to the Effective Date of the Facilities or any other properties and assets (whether real, personal, or mixed and whether tangible or intangible) in which the Seller has or had an interest, (B) any Hazardous Materials or other contaminants that were present on the Facilities or such other properties and assets at any time on or prior to the Effective Date; (C) any Hazardous Materials or other contaminants, wherever located, that were generated, transported, stored, treated, released, or otherwise handled by the Seller or by any other Person for whose conduct they are or may be held responsible at any time on or prior to the Effective Date, or (D) any Hazardous Activities that were conducted by the Seller or by any other Person for whose conduct they are or may be held responsible; or (ii) any bodily injury (including illness, disability, and death, and regardless of when any such bodily injury occurred, was incurred, or manifested itself), personal injury, property damage (including trespass, nuisance, wrongful eviction, and deprivation of the use of real property), or other damage of or to any Person, including any employee or former employee of the Seller or any other Person for whose conduct they are or may be held responsible, in any way relating arising from or allegedly arising from any Hazardous Activity conducted with respect to any one the Facilities or more the operation of the following (other than Losses imposed upon or incurred business by or asserted against any Environmental Indemnified Parties Seller prior to the extent Effective Date, or from Hazardous Material that was (A) present on or before the Borrowers can prove (1) that such Losses were caused exclusively by actions, conditions Effective Date on or events that occurred entirely after at the date that Lender Facilities (or Lender’s designee or transferee by reason of exercise of remedies) actually acquired title to the applicable Individual Propertypresent on any other property, and (2) that if such Losses were not caused or occasioned by the actions or inactions of any Borrower, any Manager, Operating Lessee or any agent, employee, contractor or any Affiliate of Hazardous Material emanated from any of the foregoing): (a) Facilities and was present on any presence or use of any Hazardous Substances in, on, above, under, from or affecting any Individual Property; (b) any past, present or threatened Release of Hazardous Substances in, on, above, under, from or affecting any Individual Property; (c) any activity by any Borrower, any Person affiliated with any Borrower, and any tenant or other user of such Individual 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 such Individual Property of or exposure to any Hazardous Substances at any time located in, under, the Facilities on or above such Individual Property; prior to the Effective Date) or (dB) any activity released by any Borrower, any Person affiliated with any Borrower, and any tenant or other user of such Individual Property in connection with any actual or proposed Remediation of any Hazardous Substances at any time located in, under, on, above or affecting such Individual 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 such Individual Property or operations thereon, including but not limited to any failure by any Borrower, any Person affiliated with any Borrower, and any tenant or other user of any Individual 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 any Individual 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 any Individual Property, including but not limited to costs to investigate and assess such injury, destruction or loss; (i) any acts of such Borrower, any Person affiliated with any Borrower, and any tenant or other user of any Individual 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 Substances; (j) any acts of such Borrower, any Person affiliated with any such Borrower, and any tenant or other user of such Individual 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 such Individual 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 Seller or any other Loan Document. IT IS EXPRESSLY ACKNOWLEDGED AND AGREED BY EACH BORROWER THAT THE INDEMNITY (AND/OR THE RELEASE) CONTAINED IN THIS SECTION 5.1(F) PROTECTS LENDER FROM THE CONSEQUENCES OF LENDER’S ACTS OR OMISSIONS, INCLUDING WITHOUT LIMITATION, THE NEGLIGENT ACTS OR OMISSIONS OF LENDER TO THE EXTENT PERMITTED BY LAW; PROVIDED, HOWEVER, THAT NOTHING CONTAINED HEREIN SHALL BE DEEMED TO RELIEVE THE LENDER FROM LIABILITY DUE TO ITS FRAUD, WILLFUL MISCONDUCT OR GROSS NEGLIGENCE.Person for whose

Environmental Indemnity. Borrowers covenant and agreeWithout limitation of the other provisions of this Article XXVI, at their sole cost and expensethe Lessee hereby agrees to indemnify, to protect, defend, indemnify, release save and hold Environmental Indemnified Parties harmless each Indemnitee, on an After Tax Basis, from and against any and all Losses Claims, including all costs incurred in connection with any investigation or monitoring of site conditions or any clean-up, remedial, removal or restoration work by any Governmental Agency, that may be imposed upon or on, incurred by or asserted against such Indemnitee, whether or not such Indemnitee shall also be indemnified as to any Environmental Indemnified Parties such Claim by any other Person and directly whether or indirectly arising out of not such Claim arises or accrues prior to the Closing Date or after the Expiration Date, in any way relating to any one or more of the following (other than Losses imposed upon or incurred by or asserted against any Environmental Indemnified Parties to the extent that the Borrowers can prove (1) that such Losses were caused exclusively by actions, conditions or events that occurred entirely after the date that Lender (or Lender’s designee or transferee by reason of exercise of remedies) actually acquired title to the applicable Individual Property, and (2) that such Losses were not caused or occasioned by the actions or inactions of any Borrower, any Manager, Operating Lessee or any agent, employee, contractor or any Affiliate of any of the foregoing): arising out of: (a) the presence on or under any presence or use Property of any Hazardous Substances inMaterials, or any releases or discharges of any Hazardous Materials on, above, under, from or affecting onto any Individual Property; Property for which any Indemnitee or Lessee may be legally liable, (b) any pastactivity for which any Indemnitee or Lessee may be legally liable, carried on or undertaken on or off the Property, and whether by the Lessee or any predecessor in title or any employees, agents, contractors or subcontractors of the Lessee or any predecessor in title, or any other Persons (including such Indemnitee), in connection with the handling, treatment, removal, storage, decontamination, clean-up, transport or disposal of any Hazardous Materials that at any time are located or present on or threatened Release of Hazardous Substances inunder or that at any time migrate, onflow, abovepercolate, under, from diffuse or affecting in any Individual way move onto or under any Property; , (c) loss of or damage to any activity by property or the environment (including, clean-up costs, response costs, remediation and removal costs, cost of corrective action, costs of financial assurance, fines and penalties and natural resource damages), or death or injury to any BorrowerPerson, any Person affiliated and all expenses associated with any Borrowerthe protection of wildlife, aquatic species, vegetation, flora and fauna, and any tenant mitigative action required by or other user of such Individual Property in connection with under Environmental Laws for which any actual, proposed Indemnitee 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 such Individual Property of or exposure to any Hazardous Substances at any time located in, under, on or above such Individual Property; Lessee may be legally liable, (d) any activity claim concerning any Indemnitee's or Lessee's lack of compliance with Environmental Laws in respect of a Leased Asset, or any act or omission by any BorrowerIndemnitee, the Lessee or any Person affiliated with of their agents, employees or contractors causing an environmental condition on or about such Leased Asset that requires remediation or would allow any BorrowerGovernmental Authority to record a Lien on the land records, and any tenant or other user of such Individual Property in connection with any actual or proposed Remediation of any Hazardous Substances at any time located in, under, on, above or affecting such Individual 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; or (e) any pastresidual contamination on or under the Land, present or threatened non-compliance or violations affecting any natural resources, and to any contamination of any Environmental Laws (property or permits issued pursuant to any Environmental Law) natural resources arising in connection with the generation, use, handling, storage, transport or disposal of any such Individual Property or operations thereon, including but not limited to any failure by any Borrower, any Person affiliated with any BorrowerHazardous Materials, and irrespective of whether any tenant of such activities were or other user of will be undertaken in accordance with applicable laws, regulations, codes and ordinances for which any Individual Property Indemnitee or Lessee may be legally liable; provided, however, the Lessee shall not be required to comply with indemnify any order of any governmental authority in connection with any Environmental Laws; Indemnitee under this Section 26.2 for (f) the imposition, recording or filing or the threatened imposition, recording or filing of any Environmental Lien encumbering any Individual Property; (g1) any administrative processes Claim to the extent resulting from the willful misconduct or proceedings gross negligence of such Indemnitee or judicial proceedings in any way connected with any matter addressed in this Agreement; of their agents, representatives or invitees (hother than the Construction Agent), or (2) any past, present Claim to the extent attributable to acts or threatened injury to, destruction events occurring after the expiration of the Lease Term and the return or loss remarketing of natural resources the Properties so long as the Lessor is not exercising remedies against the Lessee in respect of the Operative Documents. It is expressly understood and agreed that the indemnity provided for herein shall survive the expiration or termination of and shall be separate and independent from any way connected with any Individual Property, including but not limited to costs to investigate and assess such injury, destruction or loss; (i) any acts of such Borrower, any Person affiliated with any Borrower, and any tenant or other user of any Individual 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 Substances; (j) any acts of such Borrower, any Person affiliated with any such Borrower, and any tenant or other user of such Individual 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 remedy 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 such Individual 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 Lease or any other Loan Operative Document. IT IS EXPRESSLY ACKNOWLEDGED AND AGREED BY EACH BORROWER THAT THE INDEMNITY (AND/OR THE RELEASE) CONTAINED IN THIS SECTION 5.1(F) PROTECTS LENDER FROM THE CONSEQUENCES OF LENDER’S ACTS OR OMISSIONS, INCLUDING WITHOUT LIMITATION, THE NEGLIGENT ACTS OR OMISSIONS OF LENDER TO THE EXTENT PERMITTED BY LAW; PROVIDED, HOWEVER, THAT NOTHING CONTAINED HEREIN SHALL BE DEEMED TO RELIEVE THE LENDER FROM LIABILITY DUE TO ITS FRAUD, WILLFUL MISCONDUCT OR GROSS NEGLIGENCE.

Environmental Indemnity. Borrowers covenant Notwithstanding anything contained herein to ----------------------- the contrary, and agreeexcept as to any hydraulic fluids or other chemicals which may have been released in, at their sole cost on or under the Real Estate or the Hotel as a result of the operation of an elevator located in the Hotel, Sellers, each Partner and expensePurchaser recognize that the risks associated with environmental hazard or damage on the Real Estate which are attributable to periods of time prior to the date of Closing shall be borne by Sellers and each Partner. Accordingly, Sellers and each Partner shall and hereby do agree to protecthold harmless and indemnify Purchaser and its officers, defendemployees, indemnifyattorneys, release consultants, representatives and hold Environmental agents (collectively, the "Indemnified Parties harmless Parties") from and against any and all Losses imposed upon or incurred liabilities, obligations, losses, damages, penalties, fines, claims, suits, costs and damages required to be paid by or asserted against any Environmental Indemnified Parties and directly or indirectly Party arising out of or in any way relating to from any one or more of the following (other than Losses imposed upon which occurred between April 22, 1983 and the Closing Date or incurred as a result of any actions or omissions by either Seller or asserted against any Environmental Indemnified Parties Partner or which either Seller or any Partner has knowledge of and does not disclose in writing to Purchaser prior to the extent that the Borrowers can prove (1) that such Losses were caused exclusively by actions, conditions or events that occurred entirely after the date that Lender (or Lender’s designee or transferee by reason of exercise of remedies) actually acquired title to the applicable Individual Property, and (2) that such Losses were not caused or occasioned by the actions or inactions of any Borrower, any Manager, Operating Lessee or any agent, employee, contractor or any Affiliate of any of the foregoing): Closing Date: (a) any presence the disposal or use release, on or prior to the Closing, of any Hazardous Substances toxic or hazardous substances, petroleum products, chemicals, or wastes of any kind in, on, aboveor under the Hotel, underincluding any surface or groundwaters, from regardless of source or affecting cause, except any Individual Property; hydraulic fluids or other chemicals which may have been released in, on or under the Real Estate or the Hotel as a result of the operation of an elevator located in the Hotel, and (b) any pastpollution, escape, seepage, trespass, exposure, migration of any toxic or hazardous substances, petroleum products, chemicals, or waste of any kind on or from the Real Estate in the subsurface, surface, or in the air commencing or continuing after the Closing as a result of any negligent or intentional act or omission of Sellers, any Partner or anyone else prior to Closing; it being understood and agreed that the claims and causes of action described in clauses (a) and (b) above shall be deemed to include, but are not limited to, claims, demands and/or causes of action for negligence on the part of Sellers, for strict liability in tort, or for strict liability, or for other liability, under any present or threatened Release of Hazardous Substances in, on, above, under, from future state or affecting any Individual Property; (c) any activity by any Borrower, any Person affiliated with any Borrower, and any tenant federal law or other user of such Individual 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 such Individual Property of or exposure to any Hazardous Substances at any time located in, under, on or above such Individual Property; (d) any activity by any Borrower, any Person affiliated with any Borrower, and any tenant or other user of such Individual Property in connection with any actual or proposed Remediation of any Hazardous Substances at any time located in, under, on, above or affecting such Individual Property, whether or not such Remediation is voluntary or pursuant to court or administrative orderregulation, including but not limited to any removalthe Solid Waste Disposal Act, remedial TEX. REV. CIV. STAT. ▇▇▇. 4477-7, the Texas Clean Water Act, TEX. WATER CODE ▇▇▇. Chaps. 26 and 27, the Resource Conservation and Recovery Act, ▇▇ ▇.▇. (▇)▇▇▇▇ et seq., ------- and the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. (S)9601 et seq., Federal Water Pollution Control Act, 33 U.S.C. ------- (S)1251 et seq., and such amendments as may be made to these statutes. The ------- liabilities, obligations, losses, damages, penalties, fines, claims, suits, costs, and damages required to be paid by Sellers and each Partner covered by this indemnity include closure costs, cleanup costs, containment costs, damages to persons, damage to property, damages to resources or corrective action; (e) any pastto the environment, present or threatened non-compliance or violations diminution in the value of the Hotel, all legal expenses, all other reasonable expenses incurred by the Purchaser for the defense of any Environmental Laws (claim or permits issued pursuant to any Environmental Law) in connection with such Individual Property or operations thereoncause of action covered by this indemnity, including but not limited to any failure by any Borrower, any Person affiliated with any Borrowerall engineering and expert fees, and any tenant or other user expenses for necessary surveys, testing and monitoring. The provisions of any Individual 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 any Individual 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 any Individual Property, including but not limited to costs to investigate and assess such injury, destruction or loss; (i) any acts of such Borrower, any Person affiliated with any Borrower, and any tenant or other user of any Individual 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 Substances; (j) any acts of such Borrower, any Person affiliated with any such Borrower, and any tenant or other user of such Individual 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 Section 4.6 shall survive Closing for the conducting maximum period of an abnormally dangerous activity on or near such Individual 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 or any other Loan Document. IT IS EXPRESSLY ACKNOWLEDGED AND AGREED BY EACH BORROWER THAT THE INDEMNITY (AND/OR THE RELEASE) CONTAINED IN THIS SECTION 5.1(F) PROTECTS LENDER FROM THE CONSEQUENCES OF LENDER’S ACTS OR OMISSIONS, INCLUDING WITHOUT LIMITATION, THE NEGLIGENT ACTS OR OMISSIONS OF LENDER TO THE EXTENT PERMITTED BY LAW; PROVIDED, HOWEVER, THAT NOTHING CONTAINED HEREIN SHALL BE DEEMED TO RELIEVE THE LENDER FROM LIABILITY DUE TO ITS FRAUD, WILLFUL MISCONDUCT OR GROSS NEGLIGENCEtime allowed by applicable law.

Environmental Indemnity. Borrowers covenant and agree(a) To the fullest extent permitted by law, at their sole cost and expense, to protect, Lessee shall defend, indemnify, release indemnify and hold Environmental Indemnified Parties harmless Lessor and Lessor’s Related Persons from Claims (including, without limitation, any costs and against any and all Losses imposed upon expenses of clean up or other investigation or corrective action) suffered or incurred by or asserted against such Persons resulting from any Environmental Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following occurring from and after the Original Lease Date or the date on which Lessee assumed operational control over the relevant property: (i) the presence or release of Hazardous Materials in, under or about the ▇▇▇▇▇▇▇/▇▇▇▇▇/▇▇▇▇▇▇▇ Assets which are or were brought or permitted to be brought onto the ▇▇▇▇▇▇▇/▇▇▇▇▇/▇▇▇▇▇▇▇ Assets by the Lessee or Lessee’s Related Persons, (ii) creation of any hazardous or potentially hazardous ▇▇▇▇▇▇▇/▇▇▇▇▇/▇▇▇▇▇▇▇ ASSETS LEASE AGREEMENT environmental conditions or exacerbation of a pre-existing environmental condition, (iii) the violation or alleged violation of any Environmental Law by Lessee or Lessee’s Related Persons or (iv) any other than Losses imposed upon failure to comply with Section 4.6 by Lessee or Lessee’s Related Persons. (b) To the fullest extent permitted by law, Lessor shall defend, indemnify and hold harmless Lessee and Lessee’s Related Persons from Claims (including, without limitation, any costs and expenses of clean up or other investigation or corrective action) suffered or incurred by such Persons resulting from (i) the presence or asserted against release of any Environmental Indemnified Parties Hazardous Material or hazardous or potentially hazardous condition in, under or about the ▇▇▇▇▇▇▇/▇▇▇▇▇/▇▇▇▇▇▇▇ Assets that was present in, under or about the ▇▇▇▇▇▇▇/▇▇▇▇▇/▇▇▇▇▇▇▇ Assets as of the date Lessee assumed operational control over the relevant property (except to the extent that such existing Hazardous Material or condition is exacerbated by Lessee or Lessee’s Related Persons), (ii) the Borrowers can prove (1) that such Losses presence or release of Hazardous Materials in, under or about the ▇▇▇▇▇▇▇/▇▇▇▇▇/▇▇▇▇▇▇▇ Assets which are or were caused exclusively brought or permitted to be brought onto the ▇▇▇▇▇▇▇/▇▇▇▇▇/▇▇▇▇▇▇▇ Assets by actions, conditions Lessor or events that occurred entirely after the date that Lender (Lessor’s Related Persons during construction of any improvement or Lender’s designee or transferee by reason of exercise of remedies) actually acquired title addition to the applicable Individual Property▇▇▇▇▇▇▇/▇▇▇▇▇/▇▇▇▇▇▇▇ Assets, and (2iii) that such Losses were not caused the violation or occasioned by the actions or inactions alleged violation of any Borrower, any Manager, Operating Lessee Applicable Law by Lessor or any agent, employee, contractor or any Affiliate of any of the foregoing): (a) any presence or use of any Hazardous Substances in, on, above, under, from or affecting any Individual Property; (b) any past, present or threatened Release of Hazardous Substances in, on, above, under, from or affecting any Individual Property; (c) any activity by any Borrower, any Person affiliated with any Borrower, and any tenant or other user of such Individual 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 such Individual Property of or exposure to any Hazardous Substances at any time located in, under, on or above such Individual Property; (d) any activity by any Borrower, any Person affiliated with any Borrower, and any tenant or other user of such Individual Property in connection with any actual or proposed Remediation of any Hazardous Substances at any time located in, under, on, above or affecting such Individual 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 such Individual Property or operations thereon, including but not limited to any failure by any Borrower, any Person affiliated with any Borrower, and any tenant or other user of any Individual 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 any Individual 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 any Individual Property, including but not limited to costs to investigate and assess such injury, destruction or loss; (i) any acts of such Borrower, any Person affiliated with any Borrower, and any tenant or other user of any Individual Property in arranging for disposal or treatmentLessor’s Related Persons, or arranging with a transporter for transport for disposal (iv) testing conducted under Section 4.6 by Lessor or treatment, of Hazardous Substances at any facility or incineration vessel containing such or similar Hazardous Substances; (j) any acts of such Borrower, any Person affiliated with any such Borrower, and any tenant or other user of such Individual 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 such Individual 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 or any other Loan Document. IT IS EXPRESSLY ACKNOWLEDGED AND AGREED BY EACH BORROWER THAT THE INDEMNITY (AND/OR THE RELEASE) CONTAINED IN THIS SECTION 5.1(F) PROTECTS LENDER FROM THE CONSEQUENCES OF LENDER’S ACTS OR OMISSIONS, INCLUDING WITHOUT LIMITATION, THE NEGLIGENT ACTS OR OMISSIONS OF LENDER TO THE EXTENT PERMITTED BY LAW; PROVIDED, HOWEVER, THAT NOTHING CONTAINED HEREIN SHALL BE DEEMED TO RELIEVE THE LENDER FROM LIABILITY DUE TO ITS FRAUD, WILLFUL MISCONDUCT OR GROSS NEGLIGENCELessor’s Related Persons.

Environmental Indemnity. Borrowers covenant Except for liabilities, expenses and agreedamages to which the provisions of the Environmental Indemnity shall apply, to the fullest extent permitted by law, Borrower hereby agrees, at their its sole cost and expense, to indemnify, protect, defendhold harmless and defend (with counsel of Lender's choice), indemnify, release and hold Environmental Indemnified Parties harmless the Indemnitees from and against any and all Losses which may at any time be imposed upon upon, incurred or incurred by suffered by, or asserted against or awarded against, any Environmental Indemnified Parties and Indemnitee directly or indirectly arising out of or in any way relating to or arising from any one or more of the following (other than Losses imposed upon or incurred by or asserted against any Environmental Indemnified Parties to the extent that the Borrowers can prove (1) that such Losses were caused exclusively by actions, conditions or events that occurred entirely after the date that Lender (or Lender’s designee or transferee by reason of exercise of remedies) actually acquired title to the applicable Individual Property, and (2) that such Losses were not caused or occasioned by the actions or inactions of any Borrower, any Manager, Operating Lessee or any agent, employee, contractor or any Affiliate of any of the foregoing): "ENVIRONMENTAL MATTERS". (a) any presence or use of any Hazardous Substances in, on, above, under, from or affecting any Individual Property; (b) any Any past, present or threatened Release future presence of any Hazardous Substances Materials on, in, under or affecting all or any portion of the Property or on, abovein, under, from under or affecting all or any Individual portion of any property adjacent or proximate to the Property if such Hazardous Materials originated on or from the Property; ; (b) Any past, present or future storage, holding, handling, release, threatened release, discharge, generation, leak, abatement, removal or transportation of any Hazardous Materials on, in, under or from the Property or any portion thereof; (c) The failure of Borrower to comply with any activity by and all laws, rules, regulations, judgments, orders, permits, licenses, agreements, covenants, restrictions, requirements or the like now or hereafter relating to or governing in any Borrowerway the environmental condition of the Property or the presence of Hazardous Materials on, in, under or affecting all or any portion of the Property including, without limitation, all Environmental Laws; (d) The failure of Borrower to properly complete, obtain, submit and/or file any and all notices, permits, licenses, authorizations, covenants and the similar matters relative to any of the Environmental Matters described herein in connection with the Property or the ownership, use, operation or enjoyment thereof; (e) The extraction, removal, containment, transportation or disposal of any and all Hazardous Materials from any portion of the Property or any other property adjacent or proximate to the Property if such Hazardous Materials originated on or from the Property; (f) Any past, present or future presence, permitting, operation, closure, abandonment or removal from the Property of any storage tank which at any time contains or contained any Hazardous Materials located on, in or under the Property or any portion thereof; (g) The implementation and enforcement of any monitoring, notification or other precautionary measures which may at any time become necessary to protect against the release or discharge of Hazardous Materials on, in, under or affecting the Property or into the air, any Person affiliated body of water, any other public domain or any property adjacent or proximate to the Property; (h) Any failure of any Hazardous Materials generated or moved from the Property to be removed, contained, transported and disposed of in compliance with any Borrowerall applicable Environmental Laws; or (i) Any investigation, and any tenant inquiry, order, hearing, action or other user of such Individual Property proceeding by or before any governmental agency 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 such Individual Property of or exposure to any Hazardous Substances at any time located in, under, on or above such Individual Property; (d) any activity by any Borrower, any Person affiliated with any Borrower, and any tenant or other user of such Individual Property in connection with any actual or proposed Remediation of any Hazardous Substances at any time located in, under, on, above or affecting such Individual 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 Materials or violations of any Environmental Laws (Law occurring or permits issued pursuant to any Environmental Law) in connection with such Individual Property or operations thereon, including but not limited to any failure by any Borrower, any Person affiliated with any Borrower, and any tenant or other user of any Individual 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 any Individual 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 any Individual Property, including but not limited to costs to investigate and assess such injury, destruction or loss; (i) any acts of such Borrower, any Person affiliated with any Borrower, and any tenant or other user of any Individual Property in arranging for disposal or treatment, or arranging with a transporter for transport for disposal or treatment, of Hazardous Substances allegedly occurring at any facility or incineration vessel containing such or similar Hazardous Substances; (j) any acts of such Borrower, any Person affiliated with any such Borrower, and any tenant or other user of such Individual Property time. Notwithstanding anything to the contrary 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 such Individual 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 or any of the other Loan DocumentDocuments, Borrower shall not be obligated to indemnify, defend or hold harmless any Indemnitee from Losses relating to or arising from Environmental Matters to the extent Losses incurred by such Indemnitee have been finally determined to have been caused by the gross negligence or willful misconduct of such Indemnitee. IT IS EXPRESSLY ACKNOWLEDGED AND AGREED BY EACH BORROWER THAT THE INDEMNITY (AND/OR THE RELEASE) CONTAINED IN THIS SECTION 5.1(F) PROTECTS LENDER FROM THE CONSEQUENCES OF LENDER’S ACTS OR OMISSIONSThe provisions of this Section 5.18 shall survive delivery and performance of this Agreement, INCLUDING WITHOUT LIMITATION, THE NEGLIGENT ACTS OR OMISSIONS OF LENDER TO THE EXTENT PERMITTED BY LAW; PROVIDED, HOWEVER, THAT NOTHING CONTAINED HEREIN SHALL BE DEEMED TO RELIEVE THE LENDER FROM LIABILITY DUE TO ITS FRAUD, WILLFUL MISCONDUCT OR GROSS NEGLIGENCEthe Note and the other Loan Documents and the repayment of the Loan.

Environmental Indemnity. Borrowers covenant and agree, at their sole cost and expense, to protect, defend, indemnify, release and hold Environmental Indemnified Parties harmless from and against any and all Losses imposed upon or incurred by or asserted against any Environmental Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following (other than Losses imposed upon or incurred by or asserted against any Environmental Indemnified Parties to the extent that the Borrowers can prove (1) that such Losses were caused exclusively by actions, conditions or events that occurred entirely after the date that Lender (or Lender’s 's designee or transferee by reason of exercise of remedies) actually acquired title to the applicable Individual Property, and (2) that such Losses were not caused or occasioned by the actions or inactions of any Borrower, any Manager, Operating Lessee or any agent, employee, contractor or any Affiliate of any of the foregoing): (a) any presence or use of any Hazardous Substances in, on, above, under, from or affecting any Individual Property; (b) any past, present or threatened Release of Hazardous Substances in, on, above, under, from or affecting any Individual Property; (c) any activity by any Borrower, any Person affiliated with any Borrower, and any tenant or other user of such Individual 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 such Individual Property of or exposure to any Hazardous Substances at any time located in, under, on or above such Individual Property; (d) any activity by any Borrower, any Person affiliated with any Borrower, and any tenant or other user of such Individual Property in connection with any actual or proposed Remediation of any Hazardous Substances at any time located in, under, on, above or affecting such Individual 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 such Individual Property or operations thereon, including but not limited to any failure by any Borrower, any Person affiliated with any Borrower, and any tenant or other user of any Individual 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 any Individual 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 any Individual Property, including but not limited to costs to investigate and assess such injury, destruction or loss; (i) any acts of such Borrower, any Person affiliated with any Borrower, and any tenant or other user of any Individual 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 Substances; (j) any acts of such Borrower, any Person affiliated with any such Borrower, and any tenant or other user of such Individual 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 such Individual 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 or any other Loan Document. IT IS EXPRESSLY ACKNOWLEDGED AND AGREED BY EACH BORROWER THAT THE INDEMNITY (AND/OR THE RELEASE) CONTAINED IN THIS SECTION 5.1(F) PROTECTS LENDER FROM THE CONSEQUENCES OF LENDER’S ACTS OR OMISSIONS, INCLUDING WITHOUT LIMITATION, THE NEGLIGENT ACTS OR OMISSIONS OF LENDER TO THE EXTENT PERMITTED BY LAW; PROVIDED, HOWEVER, THAT NOTHING CONTAINED HEREIN SHALL BE DEEMED TO RELIEVE THE LENDER FROM LIABILITY DUE TO ITS FRAUD, WILLFUL MISCONDUCT OR GROSS NEGLIGENCE.,