Common use of Indemnity Agreement Clause in Contracts

Indemnity Agreement. Indemnitor covenants and agrees, at its sole cost and expense, to protect, indemnify, save, defend (at trial and appellate levels and with attorneys, consultants and experts selected by Indemnitor and reasonably acceptable to Lender) and hold each Indemnified Party harmless against and from any and all Losses which may at any time be imposed upon, incurred by or asserted or awarded against such Indemnified Party or any Individual Property with respect to events occurring prior to the date of termination of the Master Lease or Master Lessee’s loss of possession or use thereof, if earlier, as to the applicable Individual Property arising out of any of the following, except, in any such case, to the extent arising out of any acts of Mortgage Borrower or any Indemnified Party: (A) the Release or Threat of Release of any Hazardous Materials on, in, under or affecting all or any portion of any Individual Property or any surrounding areas, regardless of whether or not caused by or within the control of Indemnitor (except as otherwise provided herein) first occurring prior to Lender or its nominee acquiring title to the affected Individual Property by foreclosure, conveyance in lieu thereof or otherwise; (B) the Release or Threat of Release of Hazardous Materials at any other location if the Hazardous Materials were generated, treated, stored, transported or disposed at, of or from any Individual Property by or on behalf of the Indemnitor; (C) the material violation of any Environmental Laws relating to or affecting any Individual Property or Indemnitor with respect to activities at any Individual Property, whether or not caused by or within the control of Indemnitor, first occurring prior to Lender or its nominee acquiring title to the affected Individual Property by foreclosure, conveyance in lieu thereof or otherwise; (D) the failure of Indemnitor to comply fully with the terms and conditions of this Agreement; (E) the violation of any Environmental Laws in connection with other real property of Indemnitor which gives or may give rise to any rights whatsoever in any party with respect to any Individual Property by virtue of any Environmental Laws; or (F) the enforcement of this Agreement, including, without limitation, (i) the reasonable costs of assessment, containment and/or removal of any and all Hazardous Materials from all or any portion of any Individual Property or any adjacent areas, (ii) the costs of any actions taken in response to a Release or Threat of Release of any Hazardous Materials, first occurring prior to Lender or its nominee acquiring title to the affected Individual Property by foreclosure, conveyance in lieu thereof or otherwise, on, in, under or affecting all or any portion of any Individual Property, any adjacent areas, or any other areas to prevent or minimize such Release or Threat of Release so that it does not migrate or otherwise cause or threaten danger to present or future public health, safety, welfare or the environment, and (iii) costs incurred to comply with the Environmental Laws in connection with all or any portion of any Individual Property, any adjacent areas, or any other areas for violations first occurring prior to Lender or its nominee acquiring title to the affected Individual Property. Indemnitor’s obligations hereunder are separate and distinct from its obligations under the Master Lease and Master Lease Guaranty, applicable, and Lender’s and the other Indemnified Parties’ rights under this Agreement shall be in addition to all rights of Lender under the other Loan Documents. Indemnitor shall be liable for any and all Losses incurred by the Lender relating to the presence, Release, or Threatened Release of any Hazardous Materials on or about any Individual Property as a result of the acts or negligent omissions of Indemnitor, or any principal, officer, member or partner Indemnitor from and after the date hereof, subject to the limitations herein contained. Without limiting the generality of the foregoing, Indemnitor shall have no obligation to indemnify, defend or hold harmless any Indemnified Party for Losses that result from Borrower’s or any Indemnified Party’s activities on any Individual Property or any such Person’s gross negligence or willful misconduct or first occurring after the termination of the Master Lease as to the affected Individual Property or first occurring after Lender or its nominee acquires title to the affected Individual Property by foreclosure, conveyance in lieu thereof or otherwise, whichever is earlier; provided that Indemnitor shall remain liable hereunder for any Losses arising from any circumstance, condition, action or event occurring prior to the date of such termination of the Master Lease or acquisition of title, even to the extent the applicable Losses do not occur, or the occurrence of the applicable circumstance, condition, action or event is not discovered, until after the date of such termination of the Master Lease or acquisition of title. If any such action or other proceeding shall be brought against Lender, upon written notice from Indemnitor to Lender (given reasonably promptly following Lender’s notice to Indemnitor of such action or proceeding), Indemnitor shall be entitled to assume the defense thereof, at Indemnitor’s expense, with counsel reasonably acceptable to Lender; provided, however, Lender may, at its own expense, retain separate counsel to participate in such defense, but such participation shall not be deemed to give Lender a right to control such defense, which right Indemnitor expressly retains. Notwithstanding the foregoing, each Indemnified Party shall have the right to employ separate counsel at Indemnitor’s expense if, in the reasonable opinion of legal counsel, a conflict or potential conflict exists between the Indemnified Party and Indemnitor that would make such separate representation advisable.

Indemnity Agreement. Indemnitor covenants and agrees, at its sole cost and expense, to protect, indemnify, save, defend (at trial and appellate levels and with attorneys, consultants and experts selected by Indemnitor and reasonably acceptable to Lender) and hold each Indemnified Party harmless against and from any and all Losses which may at any time be imposed upon, incurred by or asserted or awarded against such Indemnified Party or any Individual Property with respect to events occurring prior to the date of termination of the Master Lease or Master Lessee’s loss of possession or use thereof, if earlier, as to the applicable Individual Property arising out of any of the following, except, in any such case, (except to the extent arising out of the gross negligence or willful misconduct of any acts Indemnified Party) and arising from or out of the following, but, in all cases, only to the extent caused by the activities of Mortgage Borrower or any Indemnified Partyother Person (other than Master Tenant or Master Lease Guarantor) on any Individual Property: (A) the Release or Threat of Release of any Hazardous Materials on, in, under or affecting all or any portion of any Individual Property or any surrounding areas, regardless of whether or not caused by or within the control of Indemnitor (except as otherwise provided herein) first occurring prior to Lender or its nominee acquiring title to the affected Individual Property by foreclosure, conveyance in lieu thereof or otherwise; (B) the Release or Threat of Release of Hazardous Materials at any other location if the Hazardous Materials were generated, treated, stored, transported or disposed at, of or from any Individual Property by or on behalf of the IndemnitorMortgage Borrower; (C) the material violation of any Environmental Laws relating to or affecting any Individual Property or Indemnitor with respect to activities at any Individual PropertyMortgage Borrower, whether or not caused by or within the control of Indemnitor, first occurring prior to Lender or its nominee acquiring title to the affected Individual Property by foreclosure, conveyance in lieu thereof or otherwise; (D) the failure of Indemnitor to comply fully with the terms and conditions of this Agreement; (E) the violation of any Environmental Laws in connection with other real property of Mortgage Borrower or Indemnitor which gives or may give rise to any rights whatsoever in any party with respect to any Individual Property by virtue of any Environmental Laws; or (F) the enforcement of this Agreement, including, without limitation, (i) the reasonable costs of assessment, containment and/or removal of any and all Hazardous Materials from all or any portion of any Individual Property or any adjacent areas, (ii) the costs of any actions taken in response to a Release or Threat of Release of any Hazardous Materials, first occurring prior to Lender or its nominee acquiring title to the affected Individual Property by foreclosure, conveyance in lieu thereof or otherwise, Materials on, in, under or affecting all or any portion of any Individual Property, any adjacent areas, or any other areas to prevent or minimize such Release or Threat of Release so that it does not migrate or otherwise cause or threaten danger to present or future public health, safety, welfare or the environment, and (iii) costs incurred to comply with the Environmental Laws in connection with all or any portion of any Individual Property, any adjacent areas, or any other areas for violations first occurring prior to Lender or its nominee acquiring title to the affected Individual Property. Indemnitor’s obligations hereunder are separate and distinct from its obligations under the Master Lease and Master Lease Guaranty, applicableother Loan Documents, and Lender’s and the other Indemnified Parties’ rights under this Agreement shall be in addition to all rights of Lender under the other Loan Documents. Subject to the limitations herein contained, Indemnitor shall be liable for any and all Losses incurred by the Lender relating to the presence, Release, or Threatened Release of any Hazardous Materials on or about any Individual Property as a result of the acts or negligent omissions of Mortgage Borrower or Indemnitor, or any principal, officer, member or partner Indemnitor from and after the date hereofof Mortgage Borrower or Indemnitor, subject to the limitations herein containedin its capacity as an indirect owner of direct or indirect beneficial interests in Mortgage Borrower, or any other Person including Borrower (other than Master Tenant or Master Lease Guarantor). Without limiting the generality of the foregoing, Indemnitor shall have no obligation to indemnify, defend or hold harmless any Indemnified Party for Losses that result from Borrower’s or any such Indemnified Party’s activities on any Individual Property or any such Person’s gross negligence or willful misconduct or first occurring after the termination acts or omissions of the Master Lessee or Master Lease as Guarantor (or anyone claiming by, through or under Master Lessee) on or with respect to the affected any Individual Property or first occurring after Lender or its nominee acquires title to the affected Individual Property by foreclosure, conveyance in lieu thereof or otherwise, whichever is earlier; provided that Indemnitor shall remain liable hereunder for any Losses arising from any circumstance, condition, action or event occurring prior to the date of such termination of the Master Lease or acquisition of title, even to the extent the applicable Losses do not occur, or the occurrence of the applicable circumstance, condition, action or event is not discovered, until after the date of such termination of the Master Lease or acquisition of titleProperty. If any such action or other proceeding shall be brought against Lender, upon written notice from Indemnitor to Lender (given reasonably promptly following Lender’s notice to Indemnitor of such action or proceeding), Indemnitor shall be entitled to assume the defense thereof, at Indemnitor’s expense, with counsel reasonably acceptable to Lender; provided, however, Lender may, at its own expense, retain separate counsel to participate in such defense, but such participation shall not be deemed to give Lender a right to control such defense, which right Indemnitor expressly retains. Notwithstanding the foregoing, each Indemnified Party shall have the right to employ separate counsel at Indemnitor’s expense if, in the reasonable opinion of legal counsel, a conflict or potential conflict exists between the Indemnified Party and Indemnitor that would make such separate representation advisable.

Indemnity Agreement. Indemnitor covenants Each of the Borrowers covenant and agreesagree, at its such Borrower’s sole cost and expense, to protect, indemnify, save, defend (at trial and appellate levels and with attorneys, consultants and experts selected by Indemnitor and reasonably acceptable to Lender) and hold each Indemnified Party harmless against and from any and all Losses liens, damages, losses, liabilities, obligations, settlement payments, penalties, assessments, citations, directives, claims, litigation, demands, defenses, judgments, suits, proceedings, costs, disbursements or expenses of any kind or of any nature whatsoever (including, without limitation, reasonable attorneys’, consultants’ and experts’ fees and disbursements incurred in investigating, defending against, settling or prosecuting any claim, litigation or proceeding) which may at any time be imposed upon, incurred by or asserted or awarded against such Indemnified Party or any Individual the Property with respect to events occurring prior to the date of termination of the Master Lease and arising directly or Master Lessee’s loss of possession indirectly from or use thereof, if earlier, as to the applicable Individual Property arising out of any of the following, except, in any such case, to the extent arising out of any acts of Mortgage Borrower or any Indemnified Partyof: (Aa) the Release or Threat of Release of any Hazardous Materials on, in, under or affecting all or any portion of any Individual the Property or any surrounding areas, areas (i) caused by or attributable to any Borrower or (ii) originating or emanating from the Property regardless of whether or not caused by or within the control of Indemnitor (except as otherwise provided herein) first occurring prior to Lender or its nominee acquiring title to the affected Individual Property by foreclosure, conveyance in lieu thereof or otherwiseany Borrower; (Bb) the Release or Threat of Release of Hazardous Materials at any other location if the Hazardous Materials were generated, treated, stored, transported or disposed at, of or from any Individual Property by or on behalf of the Indemnitor; (C) the material violation of any Environmental Laws relating to or affecting any Individual Property or Indemnitor with respect to activities at any Individual the Property, whether or not caused by or within the control of Indemnitor, first occurring prior to Lender or its nominee acquiring title to the affected Individual Property by foreclosure, conveyance in lieu thereof or otherwiseany Borrower; (Dc) the failure of Indemnitor any Borrower to comply fully with the terms and conditions of this Agreement; (Ed) the violation of any Environmental Laws in connection with other real property of Indemnitor any Borrower which gives or may give rise to any liens or other rights whatsoever in of any party with respect to any Individual the Property by virtue of any Environmental Laws; or (Fe) the enforcement of this Agreement, including, without limitation, (i) the reasonable costs of assessment, containment and/or removal of any and all Hazardous Materials from all or any portion of any Individual the Property or any adjacent surrounding areas, (ii) the reasonable costs of any necessary actions taken in response to a Release or Threat of Release of any Hazardous Materials, first occurring prior to Lender or its nominee acquiring title to the affected Individual Property by foreclosure, conveyance in lieu thereof or otherwise, Materials on, in, under or affecting all or any portion of any Individual Property, any adjacent areas, the Property or any other surrounding areas to prevent or minimize such Release or Threat of Release so that it does not migrate or otherwise cause or threaten danger to present or future public health, safety, welfare or the environment, and (iii) costs incurred to comply with the Environmental Laws in connection with all or any portion of any Individual Property, any adjacent areas, the Property or any other surrounding areas for violations first occurring prior to Lender or its nominee acquiring title to affected by the affected Individual Property. Indemnitor’s obligations hereunder are separate and distinct from its obligations under the Master Lease and Master Lease Guaranty, applicable, and Lender’s and the other Indemnified Parties’ rights under this Agreement shall be in addition to all rights of Lender and such Indemnified Parties under the Loan Agreement, the Note and the other Loan Documents, and payments by any of the Borrowers under this Agreement shall not reduce such Borrower’s obligations and liabilities under any of the other Loan Documents. Indemnitor shall be liable for any and all Losses incurred by the Lender relating to the presence, Release, or Threatened Release of any Hazardous Materials on or about any Individual Property as a result of the acts or negligent omissions of Indemnitor, or any principal, officer, member or partner Indemnitor from and after the date hereof, subject to the limitations herein contained. Without limiting the generality of Notwithstanding the foregoing, Indemnitor the Borrowers shall have no obligation not be obligated to indemnify, defend indemnify the Indemnified Parties against any losses or hold harmless any Indemnified Party for Losses that result from Borrower’s or any Indemnified Party’s activities on any Individual Property or any such Person’s liabilities arising out of the gross negligence or willful misconduct or first occurring after the termination of the Master Lease as to the affected Individual Property or first occurring after Lender or its nominee acquires title to the affected Individual Property by foreclosure, conveyance in lieu thereof or otherwise, whichever is earlier; provided that Indemnitor shall remain liable hereunder for any Losses arising from any circumstance, condition, action or event occurring prior to the date of such termination of the Master Lease or acquisition of title, even to the extent the applicable Losses do not occur, or the occurrence of the applicable circumstance, condition, action or event is not discovered, until after the date of such termination of the Master Lease or acquisition of title. If any such action or other proceeding shall be brought against Lender, upon written notice from Indemnitor to Lender (given reasonably promptly following Lender’s notice to Indemnitor of such action or proceeding), Indemnitor shall be entitled to assume the defense thereof, at Indemnitor’s expense, with counsel reasonably acceptable to Lender; provided, however, Lender may, at its own expense, retain separate counsel to participate in such defense, but such participation shall not be deemed to give Lender a right to control such defense, which right Indemnitor expressly retains. Notwithstanding the foregoing, each Indemnified Party shall have the right to employ separate counsel at Indemnitor’s expense if, in the reasonable opinion of legal counsel, a conflict or potential conflict exists between the Indemnified Party and Indemnitor that would make such separate representation advisableParties.

Indemnity Agreement. Indemnitor covenants and agrees, at its sole cost and expense, to protect, indemnify, save, defend (at trial and appellate levels and with attorneys, consultants and experts selected by Indemnitor and reasonably acceptable to Lender) and hold each Indemnified Party harmless against and from any and all Losses which may at any time be imposed upon, incurred by or asserted or awarded against such Indemnified Party or any Individual Property with respect to events occurring prior to the date of termination of the Master Lease or Master Lessee’s loss of possession or use thereof, if earlier, as to the applicable Individual Property arising out of any of the following, except, in any such case, (except to the extent arising out of any acts the gross negligence or willful misconduct of Mortgage Borrower or any Indemnified Party) and arising from or out of: (A) the Release or Threat of Release of any Hazardous Materials on, in, under or affecting all or any portion of any Individual Property or any surrounding areas, regardless of whether or not caused by or within the control of Indemnitor (except as otherwise provided herein) first occurring prior to Lender Borrower or its nominee acquiring title to the affected Individual Property by foreclosure, conveyance in lieu thereof or otherwiseIndemnitor; (B) the Release or Threat of Release of Hazardous Materials at any other location if the Hazardous Materials were generated, treated, stored, transported or disposed at, of or from any Individual Property by or on behalf of the IndemnitorBorrower; (C) the material violation of any Environmental Laws relating to or affecting any Individual Property or Indemnitor with respect to activities at any Individual PropertyBorrower, whether or not caused by or within the control of Borrower or Indemnitor, first occurring prior to Lender or its nominee acquiring title to the affected Individual Property by foreclosure, conveyance in lieu thereof or otherwise; (D) the failure of Indemnitor to comply fully with the terms and conditions of this Agreement; (E) the violation of any Environmental Laws in connection with other real property of Borrower or Indemnitor which gives or may give rise to any rights whatsoever in any party with respect to any Individual Property by virtue of any Environmental Laws; or (F) the enforcement of this Agreement, including, without limitation, (i) the reasonable costs of assessment, containment and/or removal of any and all Hazardous Materials from all or any portion of any Individual Property or any adjacent areas, (ii) the costs of any actions taken in response to a Release or Threat of Release of any Hazardous Materials, first occurring prior to Lender or its nominee acquiring title to the affected Individual Property by foreclosure, conveyance in lieu thereof or otherwise, on, in, under or affecting all or any portion of any Individual Property, any adjacent areas, or any other areas to prevent or minimize such Release or Threat of Release so that it does not migrate or otherwise cause or threaten danger to present or future public health, safety, welfare or the environment, and (iii) costs incurred to comply with the Environmental Laws in connection with all or any portion of any Individual Property, any adjacent areas, or any other areas for violations first occurring prior to Lender or its nominee acquiring title to the affected Individual Property. Indemnitor’s obligations hereunder are separate and distinct from its obligations under the Master Lease and Master Lease Guaranty, applicableother Loan Documents, and Lender’s and the other Indemnified Parties’ rights under this Agreement shall be in addition to all rights of Lender under the other Loan Documents. Subject to the limitations herein contained, Indemnitor shall be liable for any and all Losses incurred by the Lender relating to the presence, Release, or Threatened Release of any Hazardous Materials on or about any Individual Property as a result of the acts or negligent omissions of Borrower or Indemnitor, or any principal, officer, member or partner Indemnitor from and after the date hereof, subject to the limitations herein containedof Borrower or Indemnitor. Without limiting the generality of the foregoing, Indemnitor shall have no obligation to indemnify, defend or hold harmless any Indemnified Party for Losses that result from Borrower’s or any such Indemnified Party’s activities on any Individual Property or any such Person’s gross negligence or willful misconduct on or first occurring after the termination of the Master Lease as with respect to the affected any Individual Property or first occurring after Lender or its nominee acquires title to the affected Individual Property by foreclosure, conveyance in lieu thereof or otherwise, whichever is earlier; provided that Indemnitor shall remain liable hereunder for any Losses arising from any circumstance, condition, action or event occurring prior to the date of such termination of the Master Lease or acquisition of title, even to the extent the applicable Losses do not occur, or the occurrence of the applicable circumstance, condition, action or event is not discovered, until after the date of such termination of the Master Lease or acquisition of titleProperty. If any such action or other proceeding shall be brought against Lender, upon written notice from Indemnitor to Lender (given reasonably promptly following Lender’s notice to Indemnitor of such action or proceeding), Indemnitor shall be entitled to assume the defense thereof, at Indemnitor’s expense, with counsel reasonably acceptable to Lender; provided, however, Lender may, at its own expense, retain separate counsel to participate in such defense, but such participation shall not be deemed to give Lender a right to control such defense, which right Indemnitor expressly retains. Notwithstanding the foregoing, each Indemnified Party shall have the right to employ separate counsel at Indemnitor’s expense if, in the reasonable opinion of legal counsel, a conflict or potential conflict exists between the Indemnified Party and Indemnitor that would make such separate representation advisable.

Indemnity Agreement. Indemnitor covenants and agrees, at its sole cost and expense, to protect, indemnify, save, defend (at trial and appellate levels and with attorneys, consultants and experts selected by Indemnitor and reasonably acceptable to Lender) and hold each Indemnified Party harmless against and from any and all Losses which may at any time be imposed upon, incurred by or asserted or awarded against such Indemnified Party or any Individual Property with respect to events occurring prior to the date of termination of the Master Lease or Master Lessee’s loss of possession or use thereof, if earlier, as to the applicable Individual Property arising out of any of the following, except, in any such case, (except to the extent arising out of the gross negligence or willful misconduct of any acts Indemnified Party) and arising from or out of Mortgage the following, but, in all cases, only to the extent caused by the activities of Borrower or any Indemnified Partyother Person (other than Master Tenant or Master Lease Guarantor) on any Individual Property: (A) the Release or Threat of Release of any Hazardous Materials on, in, under or affecting all or any portion of any Individual Property or any surrounding areas, regardless of whether or not caused by or within the control of Indemnitor (except as otherwise provided herein) first occurring prior to Lender or its nominee acquiring title to the affected Individual Property by foreclosure, conveyance in lieu thereof or otherwise; (B) the Release or Threat of Release of Hazardous Materials at any other location if the Hazardous Materials were generated, treated, stored, transported or disposed at, of or from any Individual Property by or on behalf of the IndemnitorBorrower; (C) the material violation of any Environmental Laws relating to or affecting any Individual Property or Indemnitor with respect to activities at any Individual PropertyBorrower, whether or not caused by or within the control of Indemnitor, first occurring prior to Lender or its nominee acquiring title to the affected Individual Property by foreclosure, conveyance in lieu thereof or otherwise; (D) the failure of Indemnitor to comply fully with the terms and conditions of this Agreement; (E) the violation of any Environmental Laws in connection with other real property of Borrower or Indemnitor which gives or may give rise to any rights whatsoever in any party with respect to any Individual Property by virtue of any Environmental Laws; or (F) the enforcement of this Agreement, including, without limitation, (i) the reasonable costs of assessment, containment and/or removal of any and all Hazardous Materials from all or any portion of any Individual Property or any adjacent areas, (ii) the costs of any actions taken in response to a Release or Threat of Release of any Hazardous Materials, first occurring prior to Lender or its nominee acquiring title to the affected Individual Property by foreclosure, conveyance in lieu thereof or otherwise, Materials on, in, under or affecting all or any portion of any Individual Property, any adjacent areas, or any other areas to prevent or minimize such Release or Threat of Release so that it does not migrate or otherwise cause or threaten danger to present or future public health, safety, welfare or the environment, and (iii) costs incurred to comply with the Environmental Laws in connection with all or any portion of any Individual Property, any adjacent areas, or any other areas for violations first occurring prior to Lender or its nominee acquiring title to the affected Individual Property. Indemnitor’s obligations hereunder are separate and distinct from its obligations under the Master Lease and Master Lease Guaranty, applicableother Loan Documents, and Lender’s and the other Indemnified Parties’ rights under this Agreement shall be in addition to all rights of Lender under the other Loan Documents. Subject to the limitations herein contained, Indemnitor shall be liable for any and all Losses incurred by the Lender relating to the presence, Release, or Threatened Release of any Hazardous Materials on or about any Individual Property as a result of the acts or negligent omissions of Borrower or Indemnitor, or any principal, officer, member or partner Indemnitor from and after the date hereofof Borrower or Indemnitor, subject to the limitations herein containedin its capacity as an indirect owner of direct or indirect beneficial interests in Borrower, or any other Person (other than Master Tenant or Master Lease Guarantor). Without limiting the generality of the foregoing, Indemnitor shall have no obligation to indemnify, defend or hold harmless any Indemnified Party for Losses that result from Borrower’s or any such Indemnified Party’s activities on any Individual Property or any such Person’s gross negligence or willful misconduct or first occurring after the termination acts or omissions of the Master Lessee or Master Lease as Guarantor (or anyone claiming by, through or under Master Lessee) on or with respect to the affected any Individual Property or first occurring after Lender or its nominee acquires title to the affected Individual Property by foreclosure, conveyance in lieu thereof or otherwise, whichever is earlier; provided that Indemnitor shall remain liable hereunder for any Losses arising from any circumstance, condition, action or event occurring prior to the date of such termination of the Master Lease or acquisition of title, even to the extent the applicable Losses do not occur, or the occurrence of the applicable circumstance, condition, action or event is not discovered, until after the date of such termination of the Master Lease or acquisition of titleProperty. If any such action or other proceeding shall be brought against Lender, upon written notice from Indemnitor to Lender (given reasonably promptly following Lender’s notice to Indemnitor of such action or proceeding), Indemnitor shall be entitled to assume the defense thereof, at Indemnitor’s expense, with counsel reasonably acceptable to Lender; provided, however, Lender may, at its own expense, retain separate counsel to participate in such defense, but such participation shall not be deemed to give Lender a right to control such defense, which right Indemnitor expressly retains. Notwithstanding the foregoing, each Indemnified Party shall have the right to employ separate counsel at Indemnitor’s expense if, in the reasonable opinion of legal counsel, a conflict or potential conflict exists between the Indemnified Party and Indemnitor that would make such separate representation advisable.

Indemnity Agreement. Indemnitor covenants and agrees, jointly and severally, at its sole cost and expense, to protect, indemnify, save, defend (at trial and appellate levels and with attorneys, consultants and experts selected by Indemnitor and reasonably acceptable to LenderAgent) and hold each Indemnified Party harmless against and from any and all Losses liens, damages, losses, liabilities, obligations, settlement payments, penalties, assessments, citations, directives, claims, litigation, demands, defenses, judgments, suits, proceedings, costs, disbursements or expenses of any kind or of any nature whatsoever (including, without limitation, reasonable attorneys’, consultants’ and experts’ fees and disbursements incurred in investigating, defending against, settling or prosecuting any claim, litigation or proceeding) which may at any time be imposed upon, incurred by or asserted or awarded against such Indemnified Party and, and arising directly or any Individual Property with respect to events occurring prior to the date of termination of the Master Lease indirectly from or Master Lessee’s loss of possession or use thereof, if earlier, as to the applicable Individual Property arising out of any of the following, except, in any such case, to the extent arising out of any acts of Mortgage Borrower or any Indemnified Partyof: (A) the Release or Threat of Release of any Hazardous Materials on, in, under or affecting all or any portion of any Individual Property or any surrounding areasProperty, regardless of whether or not caused by or within the control of Indemnitor (except as otherwise provided herein) first occurring prior to Lender or its nominee acquiring title to the affected Individual Property by foreclosure, conveyance in lieu thereof or otherwiseany Subsidiary; (B) the Release or Threat of Release of Hazardous Materials at any other location if the Hazardous Materials were generated, treated, stored, transported or disposed at, of or from any Individual Property by or on behalf of the Indemnitor; (C) the material violation of any Environmental Laws relating to or affecting any Individual Property or Indemnitor with respect to activities at or any Individual PropertySubsidiary, whether or not caused by or within the control of Indemnitor, first occurring prior to Lender Indemnitor or its nominee acquiring title to the affected Individual Property by foreclosure, conveyance in lieu thereof or otherwiseany Subsidiary; (DC) the failure of Indemnitor to comply fully with the terms and conditions of this Indemnity Agreement; (E) the violation of any Environmental Laws in connection with other real property of Indemnitor which gives or may give rise to any rights whatsoever in any party with respect to any Individual Property by virtue of any Environmental Laws; or (FD) the enforcement of this Indemnity Agreement, including, without limitation, (i) the reasonable costs of assessment, containment and/or removal of any and all Hazardous Materials from all or any portion of any Individual Property or any adjacent surrounding areas, (ii) the costs of any actions taken in response to a Release or Threat of Release of any Hazardous Materials, first occurring prior to Lender or its nominee acquiring title to the affected Individual Property by foreclosure, conveyance in lieu thereof or otherwise, Materials on, in, under or affecting all or any portion of any Individual Property, any adjacent areas, Property or any other surrounding areas to prevent or minimize such Release or Threat of Release so that it does not migrate or otherwise cause or threaten danger to present or future public health, safety, welfare or the environment, and (iii) costs incurred to comply with the Environmental Laws in connection with all or any portion of any Individual Property, any adjacent areas, Property or any other areas for violations first occurring prior to Lender or its nominee acquiring title to the affected Individual Propertysurrounding areas. Indemnitor’s obligations hereunder are separate and distinct from its obligations under the Master Lease and Master Lease Guaranty, applicable, and LenderThe Agent’s and the other Indemnified Parties’ rights under this Indemnity Agreement shall be in addition to all rights of Lender the Agent under the Loan Agreement, the Note, and under any other documents or instruments evidencing, securing or relating to the Loan (the Loan Agreement, the Note, and such other documents or instruments, as amended or modified from time to time, being herein referred to as the “Loan Documents”), and payments by Indemnitor under this Indemnity Agreement shall not reduce Indemnitor’s obligations and liabilities under any of the Loan Documents. If any action or proceeding in respect of which indemnity may be sought from Indemnitor shall be liable for any and all Losses incurred by the Lender relating to the presence, Release, in accordance with Section 2 is brought or Threatened Release of any Hazardous Materials on or about any Individual Property as a result of the acts or negligent omissions of Indemnitor, or any principal, officer, member or partner Indemnitor from and after the date hereof, subject to the limitations herein contained. Without limiting the generality of the foregoing, Indemnitor shall have no obligation to indemnify, defend or hold harmless any Indemnified Party for Losses that result from Borrower’s or asserted against any Indemnified Party, such Indemnified Party shall promptly notify in writing (but the failure to give such notice shall not affect Indemnitor’s activities on any Individual Property or any such Person’s gross negligence or willful misconduct or first occurring after obligations hereunder unless Indemnitor demonstrates that the termination of the Master Lease as to the affected Individual Property or first occurring after Lender or its nominee acquires title to the affected Individual Property by foreclosure, conveyance in lieu thereof or otherwise, whichever is earlier; provided that Indemnitor shall remain liable hereunder for any Losses arising from any circumstance, condition, action or event occurring prior to the date of such termination of the Master Lease or acquisition of title, even to the extent the applicable Losses do not occur, or the occurrence of the applicable circumstance, condition, action or event is not discovered, until after the date of such termination of the Master Lease or acquisition of title. If any such action or other proceeding shall be brought against Lender, upon written notice from Indemnitor to Lender (given reasonably promptly following Lender’s notice to Indemnitor defense of such action or proceedingproceeding was materially prejudiced by such failure), and Indemnitor shall be entitled to assume the defense thereof, at Indemnitor’s expense, with including the employment of counsel reasonably acceptable satisfactory to Lender; provided, however, Lender may, at its own expense, retain separate counsel to participate in such defense, but such participation shall not be deemed to give Lender a right to control such defense, which right Indemnitor expressly retainsIndemnified Party and the payment of all defense costs and expenses. Notwithstanding the foregoing, each The Indemnified Party shall have the right to employ separate counsel at Indemnitor’s expense if, in any such action or proceeding and to participate in the reasonable opinion defense thereof, but the fees and expenses of legal counselsuch counsel shall be borne by the Indemnified Party unless (i) Indemnitor has agreed in writing to pay such fees and expenses, a conflict or potential conflict exists between (ii) Indemnitor shall have failed to assume the defense of such action or proceeding. If Indemnitor assumes the defense of such an action, (a) no compromise or settlement thereof may be effected by Indemnitor without the Indemnified Party’s consent (which shall not be unreasonably withheld or delayed) unless (i) there is no finding or admission of any violation of law or any violation of the rights of any Person and no effect on any other claims that may be made against the Indemnified Party and (ii) the sole relief provided is monetary damages that are paid in full by Indemnitor that would make such separate representation advisableand (b) Indemnitor shall have no liability with respect to any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld).

Indemnity Agreement. Indemnitor Each Obligor, jointly and severally, covenants and agrees, agrees at its sole cost and expense, to protect, indemnify, save, defend (at trial and appellate levels and with attorneys, consultants and experts selected by Indemnitor and reasonably acceptable to Lender) and hold each Indemnified Party harmless against and from any and all Losses liens, damages, losses, liabilities, obligations, settlement payments, penalties, assessments, citations, directives, claims, litigation, demands, defenses, judgments, suits, proceedings, costs, disbursements or expenses of any kind or of any nature whatsoever (including, without limitation, attorneys', consultants' and experts' fees and disbursements incurred in investigating, defending against, settling or prosecuting any claim, litigation or proceeding) which may at any time be imposed upon, incurred by or asserted or awarded against such Indemnified Party or any Individual the Property with respect to events occurring prior to the date of termination of the Master Lease and, arising directly or Master Lessee’s loss of possession indirectly from or use thereof, if earlier, as to the applicable Individual Property arising out of any of the following, except, in any such case, to the extent arising out of any acts of Mortgage Borrower or any Indemnified Partyof: (A) the Release or Threat of Release of any Hazardous Materials on, in, under or affecting all or any portion of any Individual the Property or any surrounding areas, regardless of whether or not caused by or within the control of Indemnitor (except as otherwise provided herein) first occurring prior to Lender or its nominee acquiring title to the affected Individual Property by foreclosure, conveyance in lieu thereof or otherwiseOwner; (B) the Release or Threat of Release of Hazardous Materials at any other location if the Hazardous Materials were generated, treated, stored, transported or disposed at, of or from any Individual Property by or on behalf of the Indemnitor; (C) the material violation of any Environmental Laws relating to or affecting any Individual the Property or Indemnitor with respect to activities at any Individual Propertythe Owner, whether or not caused by or within the control of Indemnitor, first occurring prior to Lender or its nominee acquiring title to the affected Individual Property by foreclosure, conveyance in lieu thereof or otherwiseOwner; (DC) the failure of Indemnitor Owner to comply fully with the terms and conditions of this Agreement; (ED) the violation of any Environmental Laws in connection with other real property of Indemnitor Owner which gives or may give rise to any rights whatsoever in any party with respect to any Individual the Property by virtue of any Environmental Laws; or (FE) the enforcement of this Agreement, including, without limitation, (i) the reasonable costs of assessment, containment and/or removal of any and all Hazardous Materials from all or any portion of any Individual the Property or any adjacent surrounding areas, (ii) the costs of any actions taken in response to a Release or Threat of Release of any Hazardous Materials, first occurring prior to Lender or its nominee acquiring title to the affected Individual Property by foreclosure, conveyance in lieu thereof or otherwise, Materials on, in, under or affecting all or any portion of any Individual Property, any adjacent areas, the Property or any other surrounding areas to prevent or minimize such Release or Threat of Release of any Hazardous Materials so that it does not migrate or otherwise cause or threaten danger to present or future public health, safety, welfare or the environment, and (iii) costs incurred to comply with the Environmental Laws in connection with all or any portion of any Individual Property, any adjacent areas, the Property or any other areas for violations first occurring prior to Lender or its nominee acquiring title to the affected Individual Propertysurrounding areas. Indemnitor’s obligations hereunder are separate and distinct from its obligations under the Master Lease and Master Lease GuarantyLender’s, applicable, and Lender’s and the other Indemnified Parties’ ' rights under this Agreement shall be in addition to all rights of Lender under the Security Deed, the Note, the guaranties (collectively, the "Guaranty") given to Lender by Guarantor, if any, in connection with the Loan and under any other documents or instruments evidencing, securing or relating to the Loan (the Security Deed, the Note, the Guaranty, if any and such other documents or instruments, as amended or modified from time to time, being herein referred to as the "Loan Documents"), and payments by any Obligor under this Agreement shall not reduce Owner’s obligations and liabilities under any of the Loan Documents. Indemnitor shall be liable for any and all Losses incurred by the Lender relating Notwithstanding anything herein to the presencecontrary the indemnity set forth herein shall not apply to any damages, Releaselosses, or Threatened Release of any Hazardous Materials on or about any Individual Property as a result of liabilities, and expenses resulting from the acts or negligent omissions of Indemnitor, or any principal, officer, member or partner Indemnitor from and after the date hereof, subject to the limitations herein contained. Without limiting the generality of the foregoing, Indemnitor shall have no obligation to indemnify, defend or hold harmless any Indemnified Party for Losses that result from Borrower’s or any Indemnified Party’s activities on any Individual Property or any such Person’s gross negligence or willful misconduct or first occurring after the termination of the Master Lease as to the affected Individual Property or first occurring after Lender or its nominee acquires title the other Indemnified Parties for their failure to the affected Individual Property by foreclosure, conveyance in lieu thereof or otherwise, whichever is earlier; provided that Indemnitor shall remain liable hereunder for comply with any Losses arising from any circumstance, condition, action or event occurring prior to the date of such termination of the Master Lease or acquisition of title, even to the extent the applicable Losses do not occur, or the occurrence of the applicable circumstance, condition, action or event is not discovered, until after the date of such termination of the Master Lease or acquisition of title. If any such action or other proceeding shall be brought against Lender, upon written notice from Indemnitor to Lender (given reasonably promptly following Lender’s notice to Indemnitor of such action or proceeding), Indemnitor shall be entitled to assume the defense thereof, at Indemnitor’s expense, with counsel reasonably acceptable to Lender; provided, however, Lender may, at its own expense, retain separate counsel to participate in such defense, but such participation shall not be deemed to give Lender a right to control such defense, which right Indemnitor expressly retains. Notwithstanding the foregoing, each Indemnified Party shall have the right to employ separate counsel at Indemnitor’s expense if, in the reasonable opinion of legal counsel, a conflict or potential conflict exists between the Indemnified Party and Indemnitor that would make such separate representation advisableEnvironmental Laws.

Indemnity Agreement. Indemnitor covenants Each of the Borrowers covenant and agreesagree, at its such Borrower’s sole cost and expense, to protect, indemnify, save, defend (at trial and appellate levels and with attorneys, consultants and experts selected by Indemnitor and reasonably acceptable to Lender) and hold each Indemnified Party harmless against and from any and all Losses liens, damages, losses, liabilities, obligations, settlement payments, penalties, assessments, citations, directives, claims, litigation, demands, defenses, judgments, suits, proceedings, costs, disbursements or expenses of any kind or of any nature whatsoever (including, without limitation, reasonable attorneys’, consultants’ and experts’ fees and disbursements incurred in investigating, defending against, settling or prosecuting any claim, litigation or proceeding) which may at any time be imposed upon, incurred by or asserted or awarded against such Indemnified Party or any Individual the Property with respect to events occurring prior to the date of termination of the Master Lease and arising directly or Master Lessee’s loss of possession indirectly from or use thereof, if earlier, as to the applicable Individual Property arising out of any of the following, except, in any such case, to the extent arising out of any acts of Mortgage Borrower or any Indemnified Partyof: (Aa) the Release or Threat of Release of any Hazardous Materials on, in, under or affecting all or any portion of any Individual the Property or any surrounding areas, areas (i) caused by or attributable to any Borrower or (ii) originating or emanating from the Property regardless of whether or not caused by or within the control of Indemnitor (except as otherwise provided herein) first occurring prior to Lender or its nominee acquiring title to the affected Individual Property by foreclosure, conveyance in lieu thereof or otherwiseany Borrower; (Bb) the Release or Threat of Release of Hazardous Materials at any other location if the Hazardous Materials were generated, treated, stored, transported or disposed at, of or from any Individual Property by or on behalf of the Indemnitor; (C) the material violation of any Environmental Laws relating to or affecting any Individual Property or Indemnitor with respect to activities at any Individual the Property, whether or not caused by or within the control of Indemnitor, first occurring prior to Lender or its nominee acquiring title to the affected Individual Property by foreclosure, conveyance in lieu thereof or otherwiseany Borrower; (Dc) the failure of Indemnitor any Borrower to comply fully with the terms and conditions of this Agreement; (Ed) the violation of any Environmental Laws in connection with other real property of Indemnitor any Borrower which gives or may give rise to any liens or other rights whatsoever in of any party with respect to any Individual the Property by virtue of any Environmental Laws; or (Fe) the enforcement of this Agreement, including, without limitation, (i) the reasonable costs of assessment, containment and/or removal of any and all Hazardous Materials from all or any portion of any Individual the Property or any adjacent surrounding areas, (ii) the reasonable costs of any necessary actions taken in response to a Release or Threat of Release of any Hazardous Materials, first occurring prior to Lender or its nominee acquiring title to the affected Individual Property by foreclosure, conveyance in lieu thereof or otherwise, Materials on, in, under or affecting all or any portion of any Individual Property, any adjacent areas, the Property or any other surrounding areas to prevent or minimize such Release or Threat of Release so that it does not migrate or otherwise cause or threaten danger to present or future public health, safety, welfare or the environment, and (iii) costs incurred to comply with the Environmental Laws in connection with all or any portion of any Individual Property, any adjacent areas, the Property or any other surrounding areas for violations first occurring prior to Lender or its nominee acquiring title to affected by the affected Individual Property. Indemnitor’s obligations hereunder are separate and distinct from its obligations under the Master Lease and Master Lease Guaranty, applicable, and Lender’s and the other Indemnified Parties’ rights under this Agreement shall be in addition to all rights of Lender and such Indemnified Parties under the Loan Agreement and the other Loan Documents, and payments by any of the Borrowers under this Agreement shall not reduce such Borrower’s obligations and liabilities under any of the other Loan Documents. Indemnitor shall be liable for any and all Losses incurred by the Lender relating to the presence, Release, or Threatened Release of any Hazardous Materials on or about any Individual Property as a result of the acts or negligent omissions of Indemnitor, or any principal, officer, member or partner Indemnitor from and after the date hereof, subject to the limitations herein contained. Without limiting the generality of Notwithstanding the foregoing, Indemnitor the Borrowers shall have no obligation not be obligated to indemnify, defend indemnify the Indemnified Parties against any losses or hold harmless any Indemnified Party for Losses that result from Borrower’s or any Indemnified Party’s activities on any Individual Property or any such Person’s liabilities arising out of the gross negligence or willful misconduct or first occurring after the termination of the Master Lease as to the affected Individual Property or first occurring after Lender or its nominee acquires title to the affected Individual Property by foreclosure, conveyance in lieu thereof or otherwise, whichever is earlier; provided that Indemnitor shall remain liable hereunder for any Losses arising from any circumstance, condition, action or event occurring prior to the date of such termination of the Master Lease or acquisition of title, even to the extent the applicable Losses do not occur, or the occurrence of the applicable circumstance, condition, action or event is not discovered, until after the date of such termination of the Master Lease or acquisition of title. If any such action or other proceeding shall be brought against Lender, upon written notice from Indemnitor to Lender (given reasonably promptly following Lender’s notice to Indemnitor of such action or proceeding), Indemnitor shall be entitled to assume the defense thereof, at Indemnitor’s expense, with counsel reasonably acceptable to Lender; provided, however, Lender may, at its own expense, retain separate counsel to participate in such defense, but such participation shall not be deemed to give Lender a right to control such defense, which right Indemnitor expressly retains. Notwithstanding the foregoing, each Indemnified Party shall have the right to employ separate counsel at Indemnitor’s expense if, in the reasonable opinion of legal counsel, a conflict or potential conflict exists between the Indemnified Party and Indemnitor that would make such separate representation advisableParties.

Indemnity Agreement. Indemnitor covenants and agrees, at its sole cost and expense, to protect, indemnify, save, defend (at trial and appellate levels and with attorneys, consultants and experts selected by Indemnitor and reasonably acceptable to Lender) and hold each Indemnified Party harmless against and from any and all Losses which may at any time be imposed upon, incurred by or asserted or awarded against such Indemnified Party or any Individual Property with respect to events occurring prior to the date of termination of the Master Lease or Master Lessee’s loss of possession or use thereof, if earlier, as to the applicable Individual Property arising out of any of the following, except, in any such case, to the extent arising out of any acts of Mortgage Borrower or any Indemnified Party: (A) the Release or Threat of Release of any Hazardous Materials on, in, under or affecting all or any portion of any Individual Property or any surrounding areas, regardless of whether or not caused by or within the control of Indemnitor (except as otherwise provided herein) first occurring prior to Lender or its nominee acquiring title to the affected Individual Property by foreclosure, conveyance in lieu thereof or otherwise; (B) the Release or Threat of Release of Hazardous Materials at any other location if the Hazardous Materials were generated, treated, stored, transported or disposed at, of or from any Individual Property by or on behalf of the Indemnitor; (C) the material violation of any Environmental Laws relating to or affecting any Individual Property or Indemnitor with respect to activities at any Individual Property, whether or not caused by or within the control of Indemnitor, first occurring prior to Lender or its nominee acquiring title to the affected Individual Property by foreclosure, conveyance in lieu thereof or otherwise; (D) the failure of Indemnitor to comply fully with the terms and conditions of this Agreement; (E) the violation of any Environmental Laws in connection with other real property of Indemnitor which gives or may give rise to any rights whatsoever in any party with respect to any Individual Property by virtue of any Environmental Laws; or (F) the enforcement of this Agreement, including, without limitation, (i) the reasonable costs of assessment, containment and/or removal of any and all Hazardous Materials from all or any portion of any Individual Property or any adjacent areas, (ii) the costs of any actions taken in response to a Release or Threat of Release of any Hazardous Materials, first occurring prior to Lender or its nominee acquiring title to the affected Individual Property by foreclosure, conveyance in lieu thereof or otherwise, on, in, under or affecting all or any portion of any Individual Property, any adjacent areas, or any other areas to prevent or minimize such Release or Threat of Release so that it does not migrate or otherwise cause or threaten danger to present or future public health, safety, welfare or the environment, and (iii) costs incurred to comply with the Environmental Laws in connection with all or any portion of any Individual Property, any adjacent areas, or any other areas for violations first occurring prior to Lender or its nominee acquiring title to the affected Individual Property. Indemnitor’s obligations hereunder are separate and distinct from its obligations under the Master Lease and Master Lease Guaranty, applicable, and Lender’s and the other Indemnified Parties’ rights under this Agreement shall be in addition to all rights of Lender under the other Loan Documents. Indemnitor shall be liable for any and all Losses incurred by the Lender relating to the presence, Release, or Threatened Release of any Hazardous Materials on or about any Individual Property as a result of the acts or negligent omissions of Indemnitor, or any principal, officer, member or partner Indemnitor from and after the date hereof, subject to the limitations herein contained. Without limiting the generality of the foregoing, Indemnitor shall have no obligation to indemnify, defend or hold harmless any Indemnified Party for Losses that result from Borrower’s or any Indemnified Party’s activities on any Individual Property or any such Person’s gross negligence or willful misconduct or first occurring after the termination of the Master Lease as to the affected Individual Property or first occurring after Lender or its nominee acquires title to the affected Individual Property by foreclosure, conveyance in lieu thereof or otherwise, whichever is earlier; provided that Indemnitor shall remain liable hereunder for any Losses arising from any circumstance, condition, action or event occurring prior to the date of such termination of the Master Lease or acquisition of title, even to the extent the applicable Losses do not occur, or the occurrence of the applicable circumstance, condition, action or event is not discovered, until after the date of such termination of the Master Lease or acquisition of title. If any such action or other proceeding shall be brought against Lender, upon written notice from Indemnitor to Lender (given reasonably promptly following Lender’s notice to Indemnitor of such action or proceeding), Indemnitor shall be entitled to assume the defense thereof, at Indemnitor’s expense, with counsel reasonably acceptable to Lender; provided, however, Lender may, at its own expense, retain separate counsel to participate in such defense, but such participation shall not be deemed to give Lender a right to control such defense, which right Indemnitor expressly retains. Notwithstanding the foregoing, each Indemnified Party shall have the right to employ separate counsel at Indemnitor’s expense if, in the reasonable opinion of legal counsel, a conflict or potential conflict exists between the Indemnified Party and Indemnitor that would make such separate representation advisable.