Common use of Possession Transfer Clause in Contracts

Possession Transfer. Notwithstanding anything to the contrary in this Agreement, Borrower’s obligations to indemnify and hold harmless the Administrative Agent and the Lenders or to remove, ▇▇▇▇▇ or remediate Hazardous Materials and/or cure violations of Environmental Laws shall not extend to any of the foregoing arising directly from: (a) gross negligence or willful misconduct of the Administrative Agent or the Lenders; (b) the violation of any Environmental Law by any party other than Borrower, any Affiliate of Borrower or any of their respective employees, contractors or agents, after the Administrative Agent or any purchaser from the Administrative Agent at a foreclosure sale or after a deed in lieu thereof takes title to and possession of the Project or otherwise takes actual possession and control (to the exclusion of Borrower and its Affiliates) (a “Possession Transfer”); or (c) the failure of Administrative Agent or any such purchaser in a Possession Transfer to comply with any lead based paint and asbestos operating and maintenance programs for the Project as approved by the Administrative Agent. The burden of proving items (a), (b) or (c) above shall be the obligation of Borrower.

Possession Transfer. Notwithstanding anything to the contrary in this Agreement, Borrower’s obligations to indemnify and hold harmless the Administrative Agent and the Lenders or to remove, ▇▇▇▇▇ or remediate Hazardous Materials and/or cure violations of Environmental Laws shall not extend to any of the foregoing arising directly from: (ai) gross negligence or willful misconduct of the Administrative Agent or the Lenders; (bii) the violation of any Environmental Law by any party other than Borrower, any Affiliate of Borrower or any of their respective employees, contractors or agents, after the Administrative Agent or any purchaser from the Administrative Agent at a foreclosure sale or after a deed in lieu thereof takes title to and possession of the Project or otherwise takes actual possession and control (to the exclusion of Borrower and its Affiliates) (a “Possession Transfer”); or (ciii) the failure of Administrative Agent or any such purchaser in a Possession Transfer to comply with any lead based paint and asbestos operating and maintenance programs for the Project as approved by the Administrative Agent. The burden of proving items (ai), (bii) or (ciii) above shall be the obligation of Borrower.