Common use of Allocation of Risks and Indemnity Clause in Contracts

Allocation of Risks and Indemnity. As between Borrower, on one hand, and Lender, on the other hand, all risk of loss associated with non-compliance with Environmental Laws, or with the presence of any Hazardous Material at, upon, within, contiguous to or otherwise affecting the Project, shall lie solely with Borrower. Accordingly, Borrower shall bear all risks and costs associated with any loss (including any loss in value attributable to Hazardous Materials), damage or liability therefrom, including all costs of removal of Hazardous Materials or other remediation required by Lender or by Legal Requirements. Borrower shall indemnify, defend and hold harmless Lender and each of the other Indemnified Parties (as defined in the Indemnity Agreement) from and against all loss, liabilities, damages, claims, costs and expenses (including reasonable costs of defense) arising out of or associated, in any way, with the non-compliance with Environmental Laws, or the release or the existence of Hazardous Materials in, on, or about the Project, or a breach of any representation, warranty or covenant contained in this Article 4, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law, including those arising from the joint, concurrent, or comparative negligence of Lender; however, Borrower shall not be liable under such indemnification to the extent such loss, liability, damage, claim, cost or expense results solely from Lender’s gross negligence or willful misconduct. Borrower’s obligations under this Article 4 shall arise upon the discovery of the presence of any Hazardous Material, whether or not any Governmental Authority has taken or threatened any action in connection with the presence of any Hazardous Material, and whether or not the existence of any such Hazardous Material or potential liability on account thereof is disclosed in the Site Assessment and shall continue notwithstanding the repayment of the Loan or any Transfer of any right, title and interest in the Project (by foreclosure, deed in lieu of foreclosure or otherwise).

Allocation of Risks and Indemnity. As between Borrower, on one hand, Borrower and Lender, on the other hand, all risk of loss associated with non-compliance with Environmental Laws, or with the presence of any Hazardous Material at, upon, within, contiguous to or otherwise affecting the ProjectProjects, shall lie solely with Borrower. Accordingly, Borrower shall bear all risks and costs associated with any loss (including any loss in value attributable to Hazardous Materials), damage or liability therefrom, including all costs of removal of Hazardous Materials or other remediation required by Lender or by Legal Requirementslaw. Borrower shall indemnify, defend and hold harmless Lender and each of the other Indemnified Parties (as defined in the Indemnity Agreement) its shareholders, directors, officers, employees and agents harmless from and against all loss, liabilities, damages, claims, costs and expenses (including reasonable costs of defensedefense and consultant fees, investigation and laboratory fees, court costs, and other litigation expenses) arising out of or associated, in any way, with (a) the non-compliance with Environmental Laws, or the release or (b) the existence of Hazardous Materials in, on, or about the any Project, (c) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to Hazardous Materials; (d) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Materials, (e) a breach of any representation, warranty or covenant contained in this Article 4, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law, including those arising from or (f) the jointimposition of any environmental lien encumbering any Project; provided, concurrent, or comparative negligence of Lender; however, Borrower shall not be liable under such indemnification to the extent such loss, liability, damage, claim, cost or expense results solely from Lender’s gross negligence or willful misconduct. Borrower’s obligations under this Article 4 Section 4.4 shall arise upon the discovery of the presence of any Hazardous Material, whether or not any Governmental Authority governmental authority has taken or threatened any action in connection with the presence of any Hazardous Material, and whether or not the existence of any such Hazardous Material or potential liability on account thereof is disclosed in the a Site Assessment and shall continue notwithstanding the repayment of the Loan or any Transfer transfer or sale of any right, title and interest in the Project Projects (by foreclosure, deed in lieu of foreclosure or otherwise). Any amounts payable to Lender by reason of the application of this Section 4.4 shall become immediately due and payable and shall bear interest at the Default Rate from the date loss or damage is sustained by Lender until paid. The obligations and liabilities of Borrower under this Section 4.4 shall survive any termination, satisfaction, assignment, entry of a judgment of foreclosure or delivery of a deed in lieu of foreclosure.

Allocation of Risks and Indemnity. As between Borrower, on one hand, Borrower and Lender, on the other hand, all risk of loss associated with non-compliance with Environmental Laws, or with the presence of any Hazardous Material at, upon, within, contiguous to or otherwise affecting the a Project, shall lie solely with Borrower. Accordingly, Borrower shall bear all risks and costs associated with any loss (including any loss in value attributable to Hazardous Materials), damage or liability therefrom, including all costs of removal of Hazardous Materials or other remediation required by Lender or by Legal Requirementslaw. Borrower shall indemnify, defend and hold Lender harmless Lender and each of the other Indemnified Parties (as defined in the Indemnity Agreement) from and against all loss, liabilities, damages, claims, costs and expenses (including reasonable costs of defense) arising out of or associated, in any way, with the non-compliance with Environmental Laws, or the release or the existence of Hazardous Materials in, on, or about the a Project, or a breach of any representation, warranty or covenant contained in this Article 4, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law, including those arising from the jointINCLUDING THOSE ARISING FROM THE JOINT, concurrentCONCURRENT, or comparative negligence of LenderOR COMPARATIVE NEGLIGENCE OF LENDER; howeverHOWEVER, Borrower shall not be liable under such indemnification to the extent such lossBORROWER SHALL NOT BE LIABLE UNDER SUCH INDEMNIFICATION TO THE EXTENT SUCH LOSS, liabilityLIABILITY, damageDAMAGE, claimCLAIM, cost or expense results solely from Lender’s gross negligence or willful misconductCOST OR EXPENSE RESULTS SOLELY FROM LENDER'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OCCURRING AFTER FORECLOSURE. Borrower’s 's obligations under this Article 4 Section 4.4 shall arise upon the discovery of the presence of any Hazardous Material, whether or not any Governmental Authority governmental authority has taken or threatened any action in connection with the presence of any Hazardous Material, and whether or not the existence of any such Hazardous Material or potential liability on account thereof is disclosed in the Site Assessment and shall continue notwithstanding the repayment of the Loan or any Transfer transfer or sale of any right, title and interest in the a Project (by foreclosure, deed in lieu of foreclosure or otherwise).

Allocation of Risks and Indemnity. As between Borrower, on one hand, Administrative Agent and Lender, on the other handLenders, all risk of loss associated with non-compliance with Environmental Laws, or with the presence of any Hazardous Material at, upon, within, contiguous to or otherwise affecting the Project, shall lie solely with Borrower. Accordingly, Borrower shall bear all risks and costs associated with any loss (including any loss in value attributable to Hazardous Materials)Environmental Loss, damage or liability therefrom, including all costs of removal of Hazardous Materials or other remediation required by Lender hereunder or by Legal Requirementslaw. Borrower shall indemnify, defend and hold Administrative Agent and the Lenders harmless Lender and each of the other Indemnified Parties (as defined in the Indemnity Agreement) from and against all loss, liabilities, damages, claims, costs and expenses (including reasonable costs of defense) arising out of or associated, in any way, with the non-compliance with Environmental Laws, or the release or the existence of Hazardous Materials in, on, or about the Project, or a breach of any representation, warranty or covenant contained in this Article 45, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law, including those arising from the joint, concurrent, or comparative negligence of LenderAdministrative Agent and the Lenders; provided, however, Borrower shall not be liable under such indemnification to the extent such loss, liability, damage, claim, cost or expense results solely from Administrative Agent’s or any Lender’s gross negligence or willful misconduct. Borrower’s obligations under this Article 4 Section 5.4 shall arise upon the discovery of the presence of any Hazardous Material, whether or not any Governmental Authority has taken or threatened any action in connection with the presence of any Hazardous Material, and whether or not the existence of any such Hazardous Material or potential liability on account thereof is disclosed in the Site Assessment and shall continue notwithstanding the repayment of the Loan Loans or any Transfer transfer or sale of any right, title and interest in the Project (by foreclosure, deed in lieu of foreclosure or otherwise).

Allocation of Risks and Indemnity. As between Borrower, on one hand, Lender and Lender, on the other handIndemnitor, all risk of loss associated with non-non- compliance with Environmental Laws, or with the presence of any Hazardous Material at, upon, within, contiguous to or otherwise affecting the ProjectProperty, shall lie solely with BorrowerBorrower and Indemnitor; provided, however, Borrower shall not be liable under such indemnification to the extent such loss, liability, damage, claim, cost or expense results solely from Lender's gross negligence or willful misconduct. Accordingly, Borrower and Indemnitor shall bear all risks and costs associated with any loss (including any loss in value attributable to Hazardous Materials), damage or liability therefrom, including all costs of removal of Hazardous Materials or other remediation required by Lender or by Legal Requirementslaw. Borrower shall indemnify, defend and hold harmless Lender and each of the other Indemnified Parties (as defined in the Indemnity Agreement) its shareholders, directors, officers, employees and agents harmless from and against all loss, liabilities, damages, claims, costs and expenses (including reasonable costs of defensedefense and consultant fees, investigation and laboratory fees, court costs, and other litigation expenses) arising out of or associated, in any way, with (a) the non-compliance with Environmental Laws, or the release or (b) the existence of Hazardous Materials in, on, or about the ProjectProperty, (c) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to Hazardous Materials, (d) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Materials, (e) a breach of any representation, warranty or covenant contained in this Article 46, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law, including those arising from or (f) the jointimposition of any environmental lien encumbering the Property; provided, concurrent, or comparative negligence of Lender; however, Borrower shall not be liable under such indemnification to the extent such loss, liability, damage, claim, cost or expense results solely from Lender’s 's gross negligence or willful misconduct. Borrower’s 's obligations under this Article 4 Section 6.4 shall arise upon the discovery of the presence of any Hazardous Material, whether or not any Governmental Authority governmental authority has taken or threatened any action in connection with the presence of any Hazardous Material, and whether or not the existence of any such Hazardous Material or potential liability on account thereof is disclosed in the Site Assessment and shall continue notwithstanding the repayment of the Loan or any Transfer transfer or sale of any right, title and interest in the Project Property (by foreclosure, deed in lieu of foreclosure or otherwise). Any amounts payable to Lender by reason of the application of this Section 6.4 shall become immediately due and payable and shall bear interest at the Default Rate from the date loss or damage is sustained by Lender until paid. The obligations and liabilities of Borrower under this Section 6.4 shall survive any termination, satisfaction, assignment, entry of a judgment of foreclosure or delivery of a deed in lieu of foreclosure.

Allocation of Risks and Indemnity. As between Borrower, on one hand, Borrower and Lender, on the other hand, all risk of loss associated with non-compliance with Environmental Laws, or with the presence of any Hazardous Material at, upon, within, contiguous to or otherwise affecting the Project, shall lie solely with Borrower. Accordingly, Borrower shall bear all risks and costs associated with any loss (including any loss in value attributable to Hazardous Materials), damage or liability therefrom, including all costs of removal of Hazardous Materials or other remediation reasonably required by Lender or by Legal Requirementslaw. Borrower shall at all times indemnify, defend and hold Lender harmless Lender and each of the other Indemnified Parties (as defined in the Indemnity Agreement) from and against any and all lossclaims, suits, actions, debts, damages, losses, liabilities, damageslitigations, claimsjudgments, charges, costs and expenses (including reasonable costs of defense) arising out ), of any nature whatsoever proffered or associatedincurred by Lender, whether as mortgagee or beneficiary under the Mortgage, as mortgagee in any way, with the non-compliance with Environmental Lawspossession, or the release as successor-in-interest to Borrower by foreclosure deed or the existence deed in lieu of Hazardous Materials inforeclosure, on, or about the Project, or a breach of any representation, warranty or covenant contained in this Article 4, and whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law, including those arising from the joint, concurrent, concurrent or comparative negligence of Lender, under or on account of the Environmental Laws, including the assertion of any lien thereunder, with respect to: (1) a breach of any representation, warranty or covenant of Borrower contained in this Article 5; however(2) any acts performed by Lender pursuant to the provisions of this Article 5; (3) any discharge of Hazardous Materials, the threat of discharge of any Hazardous Materials or the storage or presence of any Hazardous Materials affecting the Project whether or not the same originates or emanates from the Project or any contiguous real estate, including any loss of value of the Project as a result of the foregoing; (4) any costs of removal or remedial action incurred by the United States Government or any costs incurred by any other Person or damages from injury to, destruction of, or loss of natural resources including reasonable costs of assessing such injury, destruction or loss incurred pursuant to any Environmental Laws; (5) liability for personal injury or property damage arising under any statutory or common law tort theory, including without limitation damages assessed for the maintenance of a public or private nuisance or for the carrying on of an abnormally dangerous activity at, upon, under or within the Project; and/or (6) any other environmental matter affecting the Project within the jurisdiction of the Environmental Protection Agency, any other federal agency or any state or local environmental agency. The foregoing notwithstanding, Borrower shall not be liable under such the foregoing indemnification to the extent any such loss, liability, damage, claim, cost or expense results solely from Lender’s 's gross negligence or willful misconduct. Borrower’s 's obligations under this Article 4 5 shall arise upon the discovery of the presence of any Hazardous Material, whether or not the Environmental Protection Agency, any Governmental Authority other federal agency or any state or local environmental agency has taken or threatened any action in connection with the presence of any Hazardous Material, Materials and whether or not the existence of any such Hazardous Material or potential liability on account thereof is disclosed in the Site Assessment Assessment, and shall continue notwithstanding the repayment of the Loan or any Transfer transfer or sale of any right, title and interest in the Project (by foreclosure, deed in lieu of foreclosure or otherwise). Notwithstanding the foregoing, subject to the conditions specified below in this Section 5.3, Borrower shall not be liable under this Section 5.3 for such indemnified matters directly created or arising from events or conditions caused or created by Lender and first existing after Lender acquires title to the Project by foreclosure or acceptance of a deed in lieu thereof, but only if (a) not more than ninety (90) days and not less than thirty (30) days prior to the date Lender acquires title, Borrower delivers to Lender a current site assessment showing no adverse matters or items not reflected in the Site Assessment delivered to Lender prior to the Closing Date (and, as to any adverse matters or items reflected in the original Site Assessment, none shall have worsened), and (b) such loss, liability, damage, claim, cost or expense does not directly or indirectly arise from or relate to any release of or exposure to any Hazardous Material (including personal injury or damage to property), non-compliance with any Environmental Laws, or remediation existing or occurring prior to the date Lender acquires title to the Project.

Allocation of Risks and Indemnity. As between Borrower, on one hand, Borrower and Lender, on the other hand, all risk of loss associated with non-compliance with Environmental Laws, or with the presence of any Hazardous Material at, upon, within, contiguous to or otherwise affecting the Project, shall lie solely with Borrower. Accordingly, Borrower shall bear all risks and costs associated with any loss (including any loss in value attributable to Hazardous Materials), damage or liability therefrom, including all costs of removal of Hazardous Materials or other remediation required by Lender or by Legal Requirementslaw. Borrower shall indemnify, defend and hold harmless Lender and each of the other Indemnified Parties (as defined in the Indemnity Agreement) its shareholders, directors, officers, employees and agents harmless from and against all loss, liabilities, damages, claims, costs and expenses (including reasonable costs of defensedefense and consultant fees, investigation and laboratory fees, court costs, and other litigation expenses) arising out of or associated, in any way, with (a) the non-compliance with Environmental Laws, or the release or (b) the existence of Hazardous Materials in, on, or about the Project, (c) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to Hazardous Materials; (d) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Materials, (e) a breach of any representation, warranty or covenant contained in this Article 4, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law, including those arising from or (f) the jointimposition of any environmental lien encumbering the Project; provided, concurrent, or comparative negligence of Lender; however, Borrower shall not be liable under such indemnification to the extent if such loss, liability, damage, claim, cost or expense results solely from Lender’s gross negligence or willful misconduct. Borrower’s obligations under this Article 4 Section 4.4 shall arise upon the discovery of the presence of any Hazardous Material, whether or not any Governmental Authority governmental authority has taken or threatened any action in connection with the presence of any Hazardous Material, and whether or not the existence of any such Hazardous Material or potential liability on account thereof is disclosed in the Site Assessment and shall continue notwithstanding the repayment of the Loan or any Transfer transfer or sale of any right, title and interest in the Project (by foreclosure, deed in lieu of foreclosure or otherwise). Additionally, if any Hazardous Materials affect or threaten to affect the Project, Lender may (but shall not be obligated to) give such notices and take such actions as it deems necessary or advisable at the expense of the Borrower in order to xxxxx the discharge of any Hazardous Materials or remove the Hazardous Materials. Any amounts payable to Lender by reason of the application of this Section 4.4 shall become immediately due and payable and shall bear interest at the Default Rate from the date loss or damage is sustained by Lender until paid. The obligations and liabilities of Borrower under this Section 4.4 shall survive any termination, satisfaction, assignment, entry of a judgment of foreclosure or delivery of a deed in lieu of foreclosure.

Allocation of Risks and Indemnity. As between Borrower, on one hand, Borrower and Lender, on the other handand except as expressly set forth below in this Section 5.3, all risk of loss associated with non-compliance with Environmental Laws, or with the presence of any Hazardous Material at, upon, within, contiguous to or otherwise affecting the ProjectProjects, shall lie solely with Borrower. Accordingly, except as expressly set forth below in this Section 5.3, Borrower shall bear all risks and costs associated with any loss (including any loss in value attributable to Hazardous Materials), damage or liability therefrom, including all costs of removal of Hazardous Materials or other remediation required by Lender or by Legal Requirementsunder this Agreement. Borrower shall at all times indemnify, defend and hold Lender harmless Lender and each of the other Indemnified Parties (as defined in the Indemnity Agreement) from and against any and all lossclaims, suits, actions, debts, damages, losses, liabilities, damageslitigations, claimsjudgments, charges, costs and expenses (including reasonable costs of defense) arising out ), of any nature whatsoever proffered or associatedincurred by Lender, whether as mortgagee or beneficiary under the Mortgages, as mortgagee in any way, with the non-compliance with Environmental Lawspossession, or the release as successor-in-interest to Borrower or the existence Subsidiaries by foreclosure deed or deed in lieu of Hazardous Materials inforeclosure, on, or about the Project, or a breach of any representation, warranty or covenant contained in this Article 4, and whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law, including those arising from the joint, concurrent, concurrent or comparative negligence of Lender, under or on account of the Environmental Laws, including the assertion of any lien thereunder, with respect to: (1) a breach of any representation, warranty or covenant of Borrower contained in this Article 5; however(2) any acts performed by Lender pursuant to the provisions of this Article 5; (3) any discharge of Hazardous Materials, the threat of discharge of any Hazardous Materials or the storage or presence of any Hazardous Materials affecting any Project whether or not the same originates or emanates from a Project or any contiguous real estate, including any loss of value of any Project as a result of the foregoing; (4) any costs of removal or remedial action incurred by the United States Government or any costs incurred by any other Person or damages from injury to, destruction of, or loss of natural resources including reasonable costs of assessing such injury, destruction or loss incurred pursuant to any Environmental Laws; (5) liability for personal injury or property damage arising under any statutory or common law tort theory, including without limitation damages assessed for the maintenance of a public or private nuisance or for the carrying on of an abnormally dangerous activity at, upon, under or within any Project; and/or (6) any other environmental matter affecting any Project within the jurisdiction of the Environmental Protection Agency, any other federal agency or any state or local environmental agency. The foregoing notwithstanding, Borrower shall not be liable under such the foregoing indemnification to the extent any such loss, liability, damage, claim, cost or expense results solely from Lender’s gross negligence or willful misconduct. Borrower’s obligations under this Article 4 5 shall arise upon the discovery of the presence of any Hazardous Material, whether or not the Environmental Protection Agency, any Governmental Authority other federal agency or any state or local environmental agency has taken or threatened any action in connection with the presence of any Hazardous Material, Materials and whether or not the existence of any such Hazardous Material or potential liability on account thereof is disclosed in the any Site Assessment Assessment, and shall continue notwithstanding the repayment of the Loan or any Transfer transfer or sale of any right, title and interest in the Project Projects (by foreclosure, deed in lieu of foreclosure or otherwise). Notwithstanding the foregoing, subject to the conditions specified below in this Section 5.3, Borrower shall not be liable under this Section 5.3 for such indemnified matters directly created or arising from events or conditions caused or created by Lender with respect to any Project and first existing after Lender acquires title to such Project by foreclosure or acceptance of a deed in lieu thereof, but only if (a) Borrower delivers to Lender a current site assessment evidencing the presence of no Hazardous Materials on such Project and no violation of any Environmental Laws with respect to such Project not more than ninety (90) days and not less than thirty (30) days prior thereto, and (b) such loss, liability, damage, claim, cost or expense does not directly or indirectly arise from or relate to any release of or exposure to any Hazardous Material (including personal injury or damage to property), non-compliance with any Environmental Laws, or remediation existing or occurring prior to the date Lender acquires title to such Project.

Allocation of Risks and Indemnity. As between Borrower, on one hand, Administrative Agent and Lender, on the other handLenders, all risk of loss associated with non-compliance with Environmental Laws, or with the presence of any Hazardous Material at, upon, within, contiguous to or otherwise affecting the Project, shall lie solely with Borrower. Accordingly, Borrower shall bear all risks and costs associated with any loss (including any loss in value attributable to Hazardous Materials)Environmental Loss, damage or liability therefrom, including all costs of removal of Hazardous Materials or other remediation required by Lender hereunder or by Legal Requirementslaw. Borrower shall indemnify, defend and hold Administrative Agent and the Lenders harmless Lender and each of the other Indemnified Parties (as defined in the Indemnity Agreement) from and against all loss, liabilities, damages, claims, costs and expenses (including reasonable costs of defense) arising out of or associated, in any way, with the non-compliance with Environmental Laws, or the release or the existence of Hazardous Materials in, on, or about the Project, or a breach of any representation, warranty or covenant contained in this Article 45, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law, including those arising from the joint, concurrent, or comparative negligence of LenderAdministrative Agent and the Lenders; provided, however, Borrower shall not be liable under such indemnification to the extent such loss, liability, damage, claim, cost or expense results solely from Administrative Agent’s or any Lender’s gross negligence or willful misconduct. Borrower’s obligations under this Article 4 Section 5.4 shall arise upon the discovery of the presence of any Hazardous Material, whether or not any Governmental Authority governmental authority has taken or threatened any action in connection with the presence of any Hazardous Material, and whether or not the existence of any such Hazardous Material or potential liability on account thereof is disclosed in the Site Assessment and shall continue notwithstanding the repayment of the Loan Loans or any Transfer transfer or sale of any right, title and interest in the Project (by foreclosure, deed in lieu of foreclosure or otherwise).

Allocation of Risks and Indemnity. As between BorrowerXxxxxxxx, on one handthe Administrative Agent and the Lenders, and Lender, on the other handwithout prejudice to any rights or defenses Borrower may have against others, all risk of loss associated with non-compliance with Environmental Laws, or with the presence of any Hazardous Material at, upon, within, contiguous to or otherwise affecting the Project, shall lie solely with Borrower. Accordingly, Borrower shall bear all risks and costs associated with any loss (including any loss in value attributable to Hazardous Materials)Environmental Loss, damage or liability therefrom, including all costs of removal of Hazardous Materials or other remediation required by Lender the Administrative Agent or by Legal Requirementslaw. Borrower shall indemnify, defend and hold the Administrative Agent and the Lenders harmless Lender and each of the other Indemnified Parties (as defined in the Indemnity Agreement) from and against all loss, liabilities, damages, claims, costs and expenses (including reasonable costs of defense) arising out of or associated, in any way, with the non-non- compliance with Environmental Laws, or the release or the existence of Hazardous Materials in, on, or about the Project, or a breach of any representation, warranty or covenant contained in this Article 45, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law, including those arising from the joint, concurrent, or comparative negligence of Lenderthe Administrative Agent and the Lenders; provided, however, Borrower shall not be liable under such indemnification to the extent such loss, liability, damage, claim, cost or expense results solely from the Administrative Agent’s or any Lender’s gross negligence or willful misconduct. Borrower’s obligations under this Article 4 Section 5.4 shall arise upon the discovery of the presence of any Hazardous Material, whether or not any Governmental Authority governmental authority has taken or threatened any action in connection with the presence of any Hazardous Material, and whether or not the existence of any such Hazardous Material or potential liability on account thereof is disclosed in the Site Assessment and shall continue notwithstanding the repayment of the Loan Loans or any Transfer transfer or sale of any right, title and interest in the Project (by foreclosure, deed in lieu of foreclosure or otherwise).

Allocation of Risks and Indemnity. As between Borrower, on one hand, Borrower and Lender, on the other hand, all risk of loss associated with non-compliance with Environmental Laws, or with the presence of any Hazardous Material at, upon, within, contiguous to or otherwise affecting the any Project, shall lie solely with Borrower. Accordingly, Borrower shall bear all risks and costs associated with any loss (including any loss in value attributable to Hazardous Materials), damage or liability therefrom, including all costs of removal of Hazardous Materials or other remediation required by Lender or by Legal Requirementslaw. Borrower shall at all times indemnify, defend and hold Lender harmless Lender and each of the other Indemnified Parties (as defined in the Indemnity Agreement) from and against any and all lossclaims, suits, actions, debts, damages, losses, liabilities, damageslitigations, claimsjudgments, charges, costs and expenses (including reasonable costs of defense) arising out ), of any nature whatsoever proffered or associatedincurred by Lender, whether as mortgagee or beneficiary under the Mortgage, as mortgagee in any way, with the non-compliance with Environmental Lawspossession, or the release as successor-in-interest to Borrower by foreclosure deed or the existence deed in lieu of Hazardous Materials inforeclosure, on, or about the Project, or a breach of any representation, warranty or covenant contained in this Article 4, and whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law, including those arising from the joint, concurrent, concurrent or comparative negligence of Lender, under or on account of the Environmental Laws, including the assertion of any lien thereunder, with respect to: (1) a breach of any representation, warranty or covenant of Borrower contained in this Article 4; however(2) any acts performed by Lender pursuant to the provisions of this Article 4; (3) any discharge of Hazardous Materials, the threat of discharge of any Hazardous Materials or the storage or presence of any Hazardous Materials affecting any Project whether or not the same originates or emanates from the Project or any contiguous real estate, including any loss of value of the Project as a result of the foregoing; (4) any costs of removal or remedial action incurred by the United States Government or any costs incurred by any other Person or damages from injury to, destruction of, or loss of natural resources including reasonable costs of assessing such injury, destruction or loss incurred pursuant to any Environmental Laws; (5) liability for personal injury or property damage arising under any statutory or common law tort theory, including without limitation damages assessed for the maintenance of a public or private nuisance or for the carrying on of an abnormally dangerous activity at, upon, under or within any Project; and/or (6) any other environmental matter affecting any Project within the jurisdiction of the Environmental Protection Agency, any other federal agency or any state or local environmental agency. The foregoing notwithstanding, Borrower shall not be liable under such the foregoing indemnification to the extent any such loss, liability, damage, claim, cost or expense results solely from Lender’s 's gross negligence or willful misconduct. Borrower’s 's obligations under this Article 4 shall arise upon the discovery of the presence of any Hazardous Material, whether or not the Environmental Protection Agency, any Governmental Authority other federal agency or any state or local environmental agency has taken or threatened any action in connection with the presence of any Hazardous Material, Materials and whether or not the existence of any such Hazardous Material or potential liability on account thereof is disclosed in the Site Assessment Assessment, and shall continue notwithstanding the repayment of the Loan or any Transfer transfer or sale of any right, title and interest in the any Project (by foreclosure, deed in lieu of foreclosure or otherwise). Notwithstanding the foregoing, subject to the conditions specified below in this Section 4.3, Borrower shall not be liable under this Section 4.3 for such indemnified matters directly created or arising from events or conditions not caused or created by Borrower and first existing after Lender acquires title to the Project by foreclosure or acceptance of a deed in lieu thereof, but only if (a) Borrower delivers to Lender a current site assessment evidencing the presence of no Hazardous Materials on the Project and no material violation of any Environmental Laws with respect to the Project not more than ninety (90) days and not less than thirty (30) days prior thereto, provided, however, that Borrower shall remain liable to Lender for any non-material violations of any Environmental Laws disclosed by such current site assessment, and (b) such loss, liability, damage, claim, cost or expense does not directly or indirectly arise from or relate to any release of or exposure to any Hazardous Material (including personal injury or damage to property), non-compliance with any Environmental Laws, or remediation existing or occurring prior to the date Lender acquires title to the Project.

Allocation of Risks and Indemnity. As between Borrower, on one hand, Borrowers and Agent and each Lender, on the other hand, all risk of loss associated with non-compliance with Environmental Laws, or with the presence of any Hazardous Material at, upon, within, contiguous to or otherwise affecting the ProjectProjects, shall lie solely with BorrowerBorrowers. Accordingly, Borrower Borrowers shall bear all risks and costs associated with any loss (including any loss in value attributable to Hazardous Materials), damage or liability therefrom, including all costs of removal of Hazardous Materials or other remediation required by Lender Agent or by Legal Requirementslaw. Borrower Borrowers shall indemnify, defend and hold harmless Agent and each Lender and each of the other Indemnified Parties (as defined in the Indemnity Agreement) their respective shareholders, directors, officers, employees and agents harmless from and against all loss, liabilities, damages, claims, costs and expenses (including reasonable costs of defensedefense and consultant fees, investigation and laboratory fees, court costs, and other litigation expenses) arising out of or associated, in any way, with (a) the non-compliance with Environmental Laws, or the release or (b) the existence of Hazardous Materials in, on, or about the ProjectProjects, (c) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to Hazardous Materials; (d) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Materials, (e) a breach of any representation, warranty or covenant contained in this Article 4IV, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law, including those arising from or (f) the jointimposition of any environmental Lien encumbering any Project; provided, concurrent, or comparative negligence of Lender; however, Borrower Borrowers shall not be liable under such indemnification to the extent such loss, liability, damage, claim, cost or expense results solely from Lendersuch indemnified Person’s gross negligence or willful misconductmisconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. Borrower’s Borrowers’ obligations under this Article 4 Section 4.3 shall arise upon the discovery of the presence of any Hazardous Material, whether or not any Governmental Authority has taken or threatened any action in connection with the presence of any Hazardous Material, and whether or not the existence of any such Hazardous Material or potential liability on account thereof is disclosed in the any Site Assessment and shall continue notwithstanding the repayment of the Loan or any Transfer transfer or sale of any right, title and interest in the any Project (by foreclosure, deed in lieu of foreclosure or otherwise).

Allocation of Risks and Indemnity. As between Borrower, on one hand, Borrower and each Guarantor and Lender, on the other hand, all risk of loss associated with non-compliance with Environmental Laws, or with the presence of any Hazardous Material at, upon, within, contiguous to or otherwise affecting the ProjectOwned Real Estate, shall lie solely with BorrowerBorrower and each Guarantor unless caused by the gross negligence or willful misconduct of Lender. Accordingly, Borrower and each Guarantor shall bear all risks and costs associated with any loss (including any loss in value attributable to Hazardous Materials), damage or liability therefromtherefrom unless caused by the gross negligence or willful misconduct of Lender, including all costs of removal of Hazardous Materials or other remediation required by Lender or by Legal Requirementslaw. Borrower and each Guarantor shall indemnify, defend and hold Lender harmless Lender and each of the other Indemnified Parties (as defined in the Indemnity Agreement) from and against all loss, liabilities, damages, claims, costs and expenses (including reasonable costs of defense) arising out of or associated, in any way, with the non-compliance with Environmental Laws, or the release or the existence of Hazardous Materials in, on, or about the ProjectOwned Real Estate, or a breach of any representation, warranty or covenant contained in this Article 4Article, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law, including those arising from the joint, concurrent, or comparative negligence of Lender; however, Borrower and each Guarantor shall not be liable under such indemnification to the extent such loss, liability, damage, claim, cost or expense results solely from Lender’s 's gross negligence or willful misconduct. Borrower’s 's and each Guarantor's obligations under this Article 4 Section shall arise upon the discovery of the presence of any Hazardous Material, whether or not any Governmental Authority governmental authority has taken or threatened any action in connection with the presence of any Hazardous Material, and whether or not the existence of any such Hazardous Material or potential liability on account thereof is disclosed in the Site Assessment and shall continue notwithstanding the repayment of the Loan Loans or any Transfer transfer or sale of any right, title and interest in the Project Owned Real Estate (by foreclosure, deed in lieu of foreclosure or otherwise).

Allocation of Risks and Indemnity. As between Borrower, on one hand, Grantor and Lender, on the other handBeneficiary, all risk of loss associated with non-compliance with Environmental Laws, or with the presence of any Hazardous Material Materials at, upon, within, contiguous to or otherwise affecting the ProjectMortgaged Property, shall lie solely with BorrowerGrantor and each Grantor Party, as applicable, and not with Trustee and Beneficiary. Accordingly, Borrower Grantor shall bear all risks and costs associated with any loss (including any loss in value attributable to Hazardous Materials), damage or liability therefrom, including all costs of removal of Hazardous Materials or other remediation required by Lender Beneficiary or by Legal Requirementslaw. Borrower Grantor shall at all times indemnify, defend and hold Trustee and Beneficiary harmless Lender and each of the other Indemnified Parties (as defined in the Indemnity Agreement) from and against any and all lossclaims, suits, actions, debts, damages, losses, liabilities, damageslitigation, claimsjudgments, charges, costs and expenses (including reasonable costs of defense) arising out defense and consultant fees, investigation and laboratory fees, court costs, and other litigation expenses), of any nature whatsoever proffered or associatedincurred by Beneficiary (hereinafter collectively referred to as “Liabilities”), whether as mortgagee or beneficiary under the Deed of Trust, as mortgagee in any way, with the non-compliance with Environmental Lawspossession, or the release as successor-in-interest to Grantor by foreclosure deed or the existence deed in lieu of Hazardous Materials inforeclosure, on, or about the Project, or a breach of any representation, warranty or covenant contained in this Article 4, and whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law, including those Liabilities arising from the joint, concurrent, concurrent or comparative negligence of LenderBeneficiary, under or on account of the Environmental Laws, including the assertion of any lien thereunder, with respect to: (1) a breach of any representation, warranty or covenant of Grantor contained in this Section 4.16; however(2) any acts performed by Beneficiary pursuant to the provisions of this Section 4.16; (3) the past, Borrower present, or future presence, of any discharge or release of Hazardous Materials, the threat of discharge or release of any Hazardous Materials or the storage or presence of any Hazardous Materials affecting the Mortgaged Property whether or not the same originates or emanates from DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING - 13 the Mortgaged Property or any contiguous real estate, including any loss of value of the Mortgaged Property as a result of the foregoing; (4) any costs of removal or remedial action incurred by the United States Government or any costs incurred by any other Person or damages from injury to, destruction of, or loss of natural resources including reasonable costs of assessing such injury, destruction or loss incurred pursuant to any Environmental Laws; (5) liability for any personal injury (including wrongful death) or property damage (real or personal) arising under any statutory or common law tort theory, including, without limitation, damages assessed for the maintenance of a public or private nuisance or for the carrying on of an abnormally dangerous activity at, upon, under or within the Mortgaged Property; and/or (6) any other environmental matter affecting the Mortgaged Property within the jurisdiction of the Environmental Protection Agency, any other federal agency or any state or local environmental agency. The foregoing notwithstanding, Grantor shall not be liable under such the foregoing indemnification to the extent any such loss, liability, damage, claim, cost or expense results resulting solely from LenderBeneficiary’s gross negligence or willful misconduct. BorrowerGrantor’s obligations under this Article 4 Section 4.16 shall arise upon the discovery of the presence of any Hazardous MaterialMaterial or other violation of any Environmental Laws, whether or not the Environmental Protection Agency, any Governmental Authority other federal agency or any state or local environmental agency has taken or threatened any action in connection with the presence of any Hazardous MaterialMaterials, and whether or not the existence of any such Hazardous Material or potential liability on account thereof is disclosed in the Site Assessment Assessment, and shall continue notwithstanding the repayment of the Loan or any Transfer transfer or sale of any right, title and interest in the Project Mortgaged Property (by foreclosure, deed in lieu of foreclosure or otherwise).

Allocation of Risks and Indemnity. As between Borrower, on one hand, Administrative Agent and Lender, on the other handLenders, all risk of loss associated with non-compliance with Environmental Laws, or with the presence of any Hazardous Material at, upon, within, contiguous to or otherwise affecting the Project, shall lie solely with Borrower. Accordingly, Borrower shall bear all risks and costs associated with any loss (including any loss in value attributable to Hazardous Materials)Environmental Loss, damage or liability therefrom, including all costs of removal of Hazardous Materials or other remediation required by Lender Administrative Agent or by Legal Requirementslaw. Borrower shall indemnify, defend and hold Administrative Agent and the Lenders harmless Lender and each of the other Indemnified Parties (as defined in the Indemnity Agreement) from and against all loss, liabilities, damages, claims, costs and expenses (including reasonable costs of defense) arising out of or associated, in any way, with the non-compliance with Environmental Laws, or the release or the existence of Hazardous Materials in, on, or about the Project, or a breach of any representation, warranty or covenant contained in this Article 45, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law, including those arising from the joint, concurrent, or comparative negligence of LenderAdministrative Agent and the Lenders; provided, however, Borrower shall not be liable under such indemnification to the extent such loss, liability, damage, claim, cost or expense results has resulted solely from Administrative Agent's or any Lender’s 's gross negligence or willful misconduct, in which case the party to whom the gross negligence or willful misconduct is attributable (but not any other party) shall not be entitled to the indemnification provided for hereunder to the extent of such gross negligence or willful misconduct. Borrower’s 's obligations under this Article 4 Section 5.4 shall arise upon the discovery of the presence of any Hazardous Material, whether or not any Governmental Authority has taken or threatened any action in connection with the presence of any Hazardous Material, and whether or not the existence of any such Hazardous Material or potential liability on account thereof is disclosed in the Site Assessment and shall continue notwithstanding the repayment of the Loan Loans or any Transfer transfer or sale of any right, title and interest in the Project (by foreclosure, deed in lieu of foreclosure or otherwise).

Allocation of Risks and Indemnity. As between Borrower, on one hand, Borrower and Lender, on the other hand, all risk of loss associated with non-compliance with Environmental Laws, or with the presence of any Hazardous Material at, upon, within, contiguous to or otherwise affecting the Project, LOAN AGREEMENT Page 16 Equity Inns- ____________ Loan No. ________________ shall lie solely with Borrower. Accordingly, Borrower shall bear all risks and costs associated with any loss (including any loss in value attributable to Hazardous Materials), damage or liability therefrom, including all costs of removal of Hazardous Materials or other remediation required by Lender or by Legal Requirementslaw. Borrower shall indemnify, defend and hold harmless Lender and each of the other Indemnified Parties (as defined in the Indemnity Agreement) its shareholders, directors, officers, employees and agents harmless from and against all loss, liabilities, damages, claims, costs and expenses (including reasonable costs of defensedefense and consultant fees, investigation and laboratory fees, court costs, and other litigation expenses) arising out of or associated, in any way, with (a) the non-compliance with Environmental Laws, or the release or (b) the existence of Hazardous Materials in, on, or about the Project, (c) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to Hazardous Materials; (d) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Materials, (e) a breach of any representation, warranty or covenant contained in this Article 4, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law, including those arising from or (f) the jointimposition of any environmental lien encumbering the Project; provided, concurrent, or comparative negligence of Lender; however, Borrower shall not be liable under such indemnification to the extent such loss, liability, damage, claim, cost or expense results solely from Lender’s 's gross negligence or willful misconduct. Borrower’s 's obligations under this Article 4 Section 4.4 shall arise upon the discovery of the presence of any Hazardous Material, whether or not any Governmental Authority governmental authority has taken or threatened any action in connection with the presence of any Hazardous Material, and whether or not the existence of any such Hazardous Material or potential liability on account thereof is disclosed in the Site Assessment and shall continue notwithstanding the repayment of the Loan or any Transfer transfer or sale of any right, title and interest in the Project (by foreclosure, deed in lieu of foreclosure or otherwise). Additionally, if any Hazardous Materials affect or threaten to affect the Project, Lender may (but shall not be obligated to) give such notices and take such actions as it deems necessary or advisable at the expense of the Borrower in order to abate the discharge of any Hazardous Materials or remove the Hazardoux Xxxerials. Any amounts payable to Lender by reason of the application of this Section 4.4 shall become immediately due and payable and shall bear interest at the Default Rate from the date loss or damage is sustained by Lender until paid. The obligations and liabilities of Borrower under this Section 4.4 shall survive any termination, satisfaction, assignment, entry of a judgment of foreclosure or delivery of a deed in lieu of foreclosure.

Allocation of Risks and Indemnity. As between Borrower, on one hand, Borrower and Lender, on the other hand, all risk of loss associated with non-compliance with Environmental Laws, or with the presence of any Hazardous Material at, upon, within, contiguous to or otherwise affecting the Project, shall lie solely with Borrower. Accordingly, Borrower shall bear all risks and costs associated with any loss (including any loss in value attributable to Hazardous Materials), damage or liability therefrom, including all costs of removal of Hazardous Materials or other remediation reasonably required by Lender or required by Legal Requirementslaw. Borrower shall indemnify, defend and hold harmless Lender and each of the other Indemnified Parties (as defined in the Indemnity Agreement) its shareholders, directors, officers, employees and agents harmless from and against all loss, liabilities, damages, claims, costs and expenses (including reasonable costs of defensedefense and consultant fees, investigation and laboratory fees, court costs, and other litigation expenses) arising out of or associated, in any way, with (a) the non-compliance with Environmental Laws, or the release or (b) the existence of Hazardous Materials in, on, or about the Project, (c) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to Hazardous Materials; (d) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Materials, (e) a breach of any representation, warranty or covenant contained in this Article 4, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law, including those arising from or (f) the jointimposition of any environmental lien encumbering the Project; provided, concurrent, or comparative negligence of Lender; however, Borrower shall not be liable under such indemnification to the extent such loss, liability, damage, claim, cost or expense results solely from Lender’s 's gross negligence or willful misconduct. Borrower’s 's obligations under this Article 4 Section 4.4 shall arise upon the discovery of the presence of any Hazardous Material, whether or not any Governmental Authority governmental authority has taken or threatened any action in connection with the presence of any Hazardous Material, and whether or not the existence of any such Hazardous Material or potential liability on account thereof is disclosed in the Site Assessment and shall continue notwithstanding the repayment of the Loan or any Transfer transfer or sale of any right, title and interest in the Project (by foreclosure, deed in lieu of foreclosure or otherwise). Additionally, if any Hazardous Materials affect or threaten to affect the Project, Lender may (but shall not be obligated to) give such notices and take such actions as it deems necessary or advisable at the expense of the Borrower in order to xxxxx the discharge of any Hazardous Materials or remove the Hazardous Materials. Any amounts payable to Lender by reason of the application of this Section 4.4 shall become immediately due and payable and shall bear interest at the Default Rate from the date loss or damage is sustained by Lender until paid. The obligations and liabilities of Borrower under this Section 4.4 shall survive any termination, satisfaction, assignment, entry of a judgment of foreclosure or delivery of a deed in lieu of foreclosure.

Allocation of Risks and Indemnity. As between Borrowerthe Borrowers, on one hand, the Administrative Agent and Lender, on the other handLenders, all risk of loss associated with non-compliance with Environmental Laws, or with the presence of any Hazardous Material at, upon, within, contiguous to or otherwise affecting the any Project, shall lie solely with Borrowerthe Borrowers. Accordingly, Borrower the Borrowers shall bear all risks and costs associated with any loss (including any loss in value attributable to Hazardous Materials), damage or liability therefrom, including all costs of removal of Hazardous Materials or other remediation required by Lender the Administrative Agent or by Legal Requirementslaw. Borrower The Borrowers shall indemnify, defend and hold the Administrative Agent and the Lenders harmless Lender and each of the other Indemnified Parties (as defined in the Indemnity Agreement) from and against all loss, liabilities, damages, claims, costs and expenses (including reasonable costs of defense) arising out of or associated, in any way, with the non-compliance with Environmental Laws, or the release or the existence of Hazardous Materials in, on, or about the any Project, or a breach of any representation, warranty or covenant contained in this Article ARTICLE 4, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law, including those arising from the joint, concurrent, or comparative negligence of Lenderthe Administrative Agent and Lenders; however, Borrower the Borrowers shall not be liable under such indemnification to the extent such loss, liability, damage, claim, cost or expense results solely from the Administrative Agent's or any Lender’s 's gross negligence or willful misconduct. Borrower’s The Borrowers' obligations under this Article 4 SECTION 4.04, shall arise upon the discovery of the presence of any Hazardous Material, whether or not any Governmental Authority governmental authority has taken or threatened any action in connection with the presence of any Hazardous Material, and whether or not the existence of any such Hazardous Material or potential liability on account thereof is disclosed in the relevant Site Assessment and shall continue notwithstanding the repayment of the Loan Loans or any Transfer transfer or sale of any right, title and interest in the Project (by foreclosure, deed in lieu of foreclosure or otherwise), provided the same was not caused by the acts of Administrative Agent, the Lenders, and/or their respective agents, employees and/or contractors (and provided further, that omissions to act of Administrative Agent, Lenders, and/or their respective agents, employees and/or contractors shall not be deemed to be the causation of the presence of any such Hazardous Materials).

Allocation of Risks and Indemnity. As Subject to the provisions of this Section 4.4, as between Borrower, on one hand, Borrower and Lender, on the other hand, all risk of loss associated with non-compliance with Environmental Laws, or with the presence of any Hazardous Material at, upon, within, contiguous to or otherwise affecting the Project, shall lie solely with Borrower. Accordingly, Subject to the provisions of this Section 4.4, Borrower shall bear all risks and costs associated with any loss (including any loss in value attributable to Hazardous Materials), damage or liability therefrom, including all costs of removal of Hazardous Materials or other remediation required by Lender or by Legal Requirementslaw. Borrower shall indemnify, defend and hold harmless Lender and each of the other Indemnified Parties (as defined in the Indemnity Agreement) its shareholders, directors, officers, employees and agents harmless from and against all loss, liabilities, damages, claims, costs and expenses (including reasonable costs of defensedefense and consultant fees, investigation and laboratory fees, court costs, and other litigation expenses) arising out of or associated, in any way, with (a) the non-compliance with Environmental Laws, or the release or (b) the existence of Hazardous Materials in, on, or about the Project, (c) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to Hazardous Materials; (d) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Materials, (e) a breach of any representation, warranty or covenant contained in this Article 4, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law, including those arising from or (f) the jointimposition of any environmental lien encumbering the Project; provided, concurrent, or comparative negligence of Lender; however, Borrower shall not be liable under such indemnification to the extent such loss, liability, damage, claim, cost or expense results solely from Lender’s gross negligence or willful misconduct. Borrower’s obligations under this Article 4 Section 4.4 shall arise upon the discovery of the presence of any Hazardous Material, whether or not any Governmental Authority governmental authority has taken or threatened any action in connection with the presence of any Hazardous Material, and whether or not the existence of any such Hazardous Material or potential liability on account thereof is disclosed in the Site Assessment and shall continue except as provided in Section 12.1 hereof, notwithstanding the repayment of the Loan or any Transfer transfer or sale of any right, title and interest in the Project (by foreclosure, deed in lieu of foreclosure or otherwise). Additionally, if any Hazardous Materials affect or threaten to affect the Project, Lender may (but shall not be obligated to) give such notices and take such actions as it reasonably deems necessary or advisable at the expense of the Borrower in order to axxxx the discharge of any Hazardous Materials or remove the Hazardous Materials. Any amounts payable to Lender by reason of the application of this Section 4.4 shall become immediately due and payable and shall bear interest at the Default Rate from the date Borrower is notified that loss or damage has been sustained by Lender until paid. The obligations and liabilities of Borrower under this Section 4.4 shall survive any termination, satisfaction, assignment, entry of a judgment of foreclosure or delivery of a deed in lieu of foreclosure.

Allocation of Risks and Indemnity. As between Borrower, on one hand, Borrower and Senior Lender, on the other hand, all risk of loss associated with non-compliance with Environmental Laws, or with the presence of any Hazardous Material at, upon, within, contiguous to or otherwise affecting the Projectany Property, shall lie solely with BorrowerBorrower and the applicable Subsidiary. Accordingly, Borrower shall bear all risks and costs associated with any loss (including any loss in value attributable to Hazardous Materials), damage or liability therefrom, including all costs of removal of Hazardous Materials or other remediation required by Lender or by Legal Requirementsto bring the Properties in compliance with applicable Environmental Laws. Borrower shall indemnify, defend and hold harmless Senior Lender and each of the other Indemnified Parties (as defined in the Indemnity Agreement) its officers, directors, agents, shareholders and employees harmless from and against all loss, liabilities, damages, claims, costs and expenses (including reasonable costs of defense) arising out of or associated, in any way, with the non-compliance with Environmental Laws, or the release or the existence of Hazardous Materials in, on, or about the Projectany Property, or a breach of any representation, warranty or covenant contained in this Article 4, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law, including those arising from the joint, concurrent, or comparative negligence of Senior Lender; provided, however, that Borrower shall not be liable under such indemnification to the extent such loss, liability, damage, claim, cost or expense results solely from Senior Lender’s 's or its officers', directors', agents', shareholders' and employees' gross negligence or willful misconduct. Borrower’s 's obligations under this Article 4 Section 4.4 shall arise upon the discovery of the presence of any Hazardous Material, whether or not any Governmental Authority governmental authority has taken or threatened any action in connection with the presence of any Hazardous Material, and whether or not the existence of any such Hazardous Material or potential liability on account thereof is disclosed in the Site Assessment and shall continue notwithstanding the repayment of the Loan or any Transfer transfer or sale of any right, title and interest in the Project any Property (by foreclosure, deed in lieu of foreclosure or otherwise).. Notwithstanding anything to the contrary contained in this Agreement, Senior Lender shall not be liable for its failure to take any action or failure to exercise any of its rights or remedies under this Article 4. Section 4.5

Allocation of Risks and Indemnity. As between Borrower, on one hand, and LenderAgent and the Banks, on the other hand, all risk of loss associated with non-compliance with Environmental Laws, or with the presence of any Hazardous Material at, upon, within, contiguous to or otherwise affecting the Project, shall lie solely with Borrower. Accordingly, Borrower shall bear all risks and costs associated with any loss (including any loss in value attributable to Hazardous Materials), damage or liability therefrom, including all costs of removal of Hazardous Materials or other remediation required by Lender Agent or by Legal Requirements. Borrower shall indemnify, defend and hold harmless Lender Agent and each of the other Indemnified Parties (as defined in the Indemnity Agreement) Banks from and against all loss, liabilities, damages, claims, costs and expenses (including reasonable out-of-pocket costs of defense) actually incurred and arising out of or associated, in any way, with the non-compliance with Environmental Laws, or the release or the existence of Hazardous Materials in, on, or about the Project, or a breach of any representation, warranty or covenant contained in this Article 4, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law, including those arising from the joint, concurrent, or comparative negligence of Lender; however, Borrower shall not be liable under such indemnification to the extent such loss, liability, damage, claim, cost or expense results solely from LenderAgent’s or the Banks’ (or their respective employees, agents, representatives or contractors) gross negligence or willful misconduct, as determined by a court of competent jurisdiction by a final and non-appealable judgment. Borrower’s obligations under this Article 4 Section 4.3 shall arise upon the discovery of the presence of any Hazardous MaterialMaterial (but not for any Hazardous Material introduced to the Project following the sale, foreclosure or deed-in-lieu and without any fault by Borrower, its Affiliates or their agents and employees), whether or not any Governmental Authority has taken or threatened any action in connection with the presence of any Hazardous Material, and whether or not the existence of any such Hazardous Material or potential liability on account thereof is disclosed in the Site Assessment and shall continue notwithstanding the repayment of the Loan or any Transfer of any right, title and interest in the Project (by foreclosure, deed in lieu of foreclosure or otherwise).

Allocation of Risks and Indemnity. As between Borrower, on one hand, Administrative Agent and Lender, on the other handLenders, all risk of loss associated with non-compliance with Environmental Laws, or with the presence of any Hazardous Material at, upon, within, contiguous to or otherwise affecting the Project, shall lie solely with Borrower. Accordingly, Borrower shall bear all risks and costs associated with any loss (including any loss in value attributable to Hazardous Materials)Environmental Loss, damage or liability therefrom, including all costs of removal of Hazardous Materials or other remediation required by Lender this Agreement or any of the other Loan Documents or by Legal Requirementslaw. Borrower shall indemnify, defend and hold Administrative Agent and the Lenders harmless Lender and each of the other Indemnified Parties (as defined in the Indemnity Agreement) from and against all loss, liabilities, damages, claims, costs and expenses (including reasonable costs of defense) arising out of or associated, in any way, with the non-compliance with Environmental Laws, or the release or the existence of Hazardous Materials in, on, or about the Project, or a breach of any representation, warranty or covenant contained in this Article 45, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law, including those arising from the joint, concurrent, or comparative negligence of LenderAdministrative Agent and the Lenders; provided, however, Borrower shall not be liable under such indemnification to the extent such loss, liability, damage, claim, cost or expense results solely from (i) is caused or created by Administrative Agent’s or any Lender’s gross negligence or willful misconductmisconduct (ii) arises from events or conditions first occurring after Administrative Agent or any of the Lenders acquires title to the Project and which (a) were not at all undertaken, caused, contributed to, authorized or permitted by Borrower, Guarantor or their respective Affiliates (including any of their respective employees, agents, contractors, subcontractors, tenants and invitees) and (b) do not relate and are not attributable to any conduct occurring or conditions existing at the Project prior to such acquisition of title. Borrower’s obligations under this Article 4 Section 5.4 (x) shall arise upon the discovery of the presence of any Hazardous Material, whether or not any Governmental Authority has taken or threatened any action in connection with the presence of any Hazardous Material, and whether or not the existence of any such Hazardous Material or potential liability on account thereof is disclosed in the Site Assessment and (y) shall continue notwithstanding the repayment of the Loan Loans or any Transfer transfer or sale of any right, title and interest in the Project (by foreclosure, deed in lieu of foreclosure or otherwise).; provided, however, that if the Loans are repaid in full or Administrative Agent or any of the Lenders or any of their designees or a purchaser at a foreclosure sale obtains title to the Project (by foreclosure, deed in lieu of foreclosure or otherwise), Borrower’s obligations under this Section 5.4 shall terminate upon the earlier of (A) the date that Xxxxxxxx delivers a new Site Assessment indicating that the Project is free and clear of all Hazardous Materials (except for any Hazardous Materials (1) to the extent disclosed pursuant to the Site Assessment delivered to Administrative Agent in connection with the closing of the Loans or (2) introduced at the Project as a result of Administrative Agent’s or any Lender’s gross negligence or willful misconduct) and (B) the date that is five (5) years after the date of such repayment or acquisition of title to the Project, provided that Xxxxxxxx’s obligations under this Section 5.4 shall survive as to any claims, 74

Allocation of Risks and Indemnity. As between Borrower, on one hand, and LenderAgent and the Lenders, on the other hand, all risk of loss associated with non-compliance with Environmental Laws, or with the presence of any Hazardous Material at, upon, within, contiguous to or otherwise affecting the Project, shall lie solely with Borrower. Accordingly, Borrower shall bear all risks and costs associated with any loss (including any loss in value attributable to Hazardous Materials), damage or liability therefrom, including all costs of removal of Hazardous Materials or other remediation required by Lender Agent or by Legal Requirements. Borrower shall indemnify, defend and hold harmless Lender Agent and each of the other Indemnified Parties (as defined in the Indemnity Agreement) Lenders from and against all loss, liabilities, damages, claims, costs and expenses (including reasonable costs of defense) arising out of or associated, in any way, with the non-compliance with Environmental Laws, or the release or the existence of Hazardous Materials in, on, or about the Project, or a breach of any representation, warranty or covenant contained in this Article 4, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law, including those arising from the joint, concurrent, or comparative negligence of LenderAgent; however, Borrower shall not be liable under such indemnification to the extent such loss, liability, damage, claim, cost or expense results solely from LenderAgent’s or the Lenders’ gross negligence or willful misconduct. Borrower’s obligations under this Article 4 shall arise upon the discovery of the presence of any Hazardous Material, whether or not any Governmental Authority has taken or threatened any action in connection with the presence of any Hazardous Material, and whether or not the existence of any such Hazardous Material or potential liability on account thereof is disclosed in the Site Assessment and shall continue notwithstanding the repayment of the Loan or any Transfer of any right, title and interest in the Project (by foreclosure, deed in lieu of foreclosure or otherwise).

Allocation of Risks and Indemnity. As between Borrower, on one hand, Borrower and Lender, on the other hand, all risk of loss associated with non-compliance with Environmental Laws, or with the presence of any Hazardous Material at, upon, within, contiguous to or otherwise affecting the Project, shall lie solely with Borrower. Accordingly, Borrower shall bear all risks and costs associated with any loss (including any loss in value attributable to Hazardous Materials), damage or liability therefrom, including all costs of removal of Hazardous Materials or other remediation required by Lender or by Legal Requirementslaw. Borrower shall indemnify, defend and hold harmless Lender and each of the other Indemnified Parties (as defined in the Indemnity Agreement) its shareholders, directors, officers, employees and agents harmless from and against all loss, liabilities, damages, claims, costs and expenses (including reasonable costs of defensedefense and consultant fees, investigation and laboratory fees, court costs, and other litigation expenses) arising out of or associated, in any way, with (a) the non-compliance with Environmental Laws, or the release or (b) the existence of Hazardous Materials in, on, or about the Project, (c) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to Hazardous Materials; (d) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Materials, (e) a breach of any representation, warranty or covenant contained in this Article 4, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law, including those arising from or (f) the jointimposition of any environmental lien encumbering the Project; provided, concurrent, or comparative negligence of Lender; however, Borrower shall not be liable under such indemnification to the extent such loss, liability, damage, claim, cost or expense results solely from Lender’s gross negligence or willful misconduct. Borrower’s obligations under this Article 4 Section 4.4 shall arise upon the discovery of the presence of any Hazardous Material, whether or not any Governmental Authority governmental authority has taken or threatened any action in connection with the presence of any Hazardous Material, and whether or not the existence of any such Hazardous Material or potential liability on account thereof is disclosed in the Site Assessment and shall continue notwithstanding the repayment of the Loan or any Transfer transfer or sale of any right, title and interest in the Project (by foreclosure, deed in lieu of foreclosure or otherwise). Additionally, if any Hazardous Materials affect or threaten to affect the Project, Lender may (but shall not be obligated to) give such notices and take such actions as it reasonably deems necessary pursuant to Environmental Laws at the expense of the Borrower in order to axxxx the discharge of any Hazardous Materials or remove the Hazardous Materials. Any amounts payable to Lender by reason of the application of this Section 4.4 shall become immediately due and payable and shall bear interest at the Default Rate from the date loss or damage is actually paid by Lender and invoiced to Borrower until Borrower has reimbursed Lender for such loss or damage. The obligations and liabilities of Borrower under this Section 4.4 shall survive any termination, satisfaction, assignment, entry of a judgment of foreclosure or delivery of a deed in lieu of foreclosure. Notwithstanding the foregoing, subject to the conditions specified below in this Section 4.4, Borrower shall not be liable under this Section 4.4 for such indemnified matters directly created or arising from events or conditions not caused or created by Borrower and first existing after Lender (or its designee) acquires title to the Project by foreclosure or acceptance of a deed in lieu thereof or title is otherwise transferred, but only if (a) Borrower delivers to Lender a site assessment dated not earlier than ninety (90) days prior to such foreclosure, deed in lieu thereof or other transfer of title evidencing the presence of no Hazardous Materials on the Project and no material violation of any Environmental Laws with respect to the Project, provided, however, that Borrower shall remain liable to Lender for any non-material violations of any Environmental Laws disclosed by such current site assessment, and (b) such loss, liability, damage, claim, cost, or expense does not directly or indirectly arise from or relate to any release of or exposure to any Hazardous Materials (including personal injury or damage to property), non-compliance with any Environmental Laws, or remediation existing or occurring prior to the date Lender (or its designee) acquires title to the Project or title to the Project is otherwise transferred to a third party.

Allocation of Risks and Indemnity. As between Borrower, on one hand, Borrower and Lender, on the other hand, all risk of loss associated with non-compliance with Environmental Laws, or with the presence of any Hazardous Material at, upon, within, contiguous to or otherwise affecting the Project, shall lie solely with Borrower. Accordingly, Borrower shall bear all risks and costs associated with any loss (including any loss in value attributable to Hazardous Materials), damage or liability therefrom, including all costs of removal of Hazardous Materials or other remediation required by Lender or by Legal Requirementslaw. Borrower shall indemnify, defend and hold harmless Lender and each of the other Indemnified Parties (as defined in the Indemnity Agreement) its shareholders, directors, officers, employees and agents harmless from and against all loss, liabilities, damages, claims, costs and expenses (including reasonable costs of defensedefense and consultant fees, investigation and laboratory fees, court costs, and other litigation expenses) arising out of or associated, in any way, with (a) the non-compliance with Environmental Laws, or the release or (b) the existence of Hazardous Materials in, on, or about the Project, (c) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to Hazardous Materials; (d) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Materials, (e) a breach of any representation, warranty or covenant contained in this Article 4, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law, including those arising from or (f) the jointimposition of any environmental lien encumbering the Project; provided, concurrent, or comparative negligence of Lender; however, Borrower shall not be liable under such indemnification to the extent such loss, liability, damage, claim, cost or expense results solely from Lender’s 's gross negligence or willful misconduct. Borrower’s 's obligations under this Article 4 Section 4.4 shall arise upon the discovery of the presence of any Hazardous Material, whether or not any Governmental Authority governmental authority has taken or threatened any action in connection with the presence of any Hazardous Material, and whether or not the existence of any such Hazardous Material or potential liability on account thereof is disclosed in the Site Assessment and shall continue notwithstanding the repayment of the Loan or any Transfer transfer or sale of any right, title and interest in the Project (by foreclosure, deed in lieu of foreclosure or otherwise). Additionally, if any Hazardous Materials affect or threaten to affect the Project, Lender may (but shall not be obligated to) give such notices and take such actions as it deems necessary or advisable at the expense of the Borrower in order to xxxxx the discharge of any Hazardous Materials or remove the Hazardous Materials. Any amounts payable to Lender by reason of the application of this Section 4.4 shall become immediately due and payable and shall bear interest at the Default Rate from the date loss or damage is sustained by Lender until paid. The obligations and liabilities of Borrower under this Section 4.4 shall survive any termination, satisfaction, assignment, entry of a judgment of foreclosure or delivery of a deed in lieu of foreclosure.

Allocation of Risks and Indemnity. As between Borrower, on one hand, Borrower and Lender, on the other hand, all risk of loss associated with non-compliance with Environmental Laws, or with the presence of any Hazardous Material at, upon, within, contiguous to or otherwise affecting the Project, shall lie solely with Borrower. Accordingly, Borrower shall bear all risks and costs associated with any loss (including any loss in value attributable to Hazardous Materials), damage or liability therefrom, including all costs of removal of Hazardous Materials or other remediation required by Lender or by Legal Requirementslaw. Borrower shall indemnify, defend and hold Lender harmless Lender and each of the other Indemnified Parties (as defined in the Indemnity Agreement) from and against all loss, liabilities, damages, claims, costs and expenses (including reasonable costs of defense) arising out of or associated, in any way, with the non-compliance with Environmental Laws, or the release or the existence of Hazardous Materials in, on, or about the Project, or a breach of any representation, warranty or covenant contained in this Article 4, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law, including those arising from the joint, concurrent, or comparative negligence of Lender; however, Borrower shall not be liable under such indemnification to the extent such loss, liability, damage, claim, cost or expense results solely from Lender’s 's gross negligence or willful misconduct. Borrower’s 's obligations under this Article 4 Section 4.4 shall arise upon the discovery of the presence of any Hazardous Material, whether or not any Governmental Authority governmental authority has taken or threatened any action in connection with the presence of any Hazardous Material, and whether or not the existence of any such Hazardous Material or potential liability on account thereof is disclosed in the Site Assessment and shall continue notwithstanding the repayment of the Loan or any Transfer transfer or sale of any right, title and interest in the Project (by foreclosure, deed in lieu of foreclosure or otherwise).

Allocation of Risks and Indemnity. As between Borrower, on one hand, Administrative Agent and Lender, on the other handLenders, all risk of loss associated with non-compliance with Environmental Laws, or with the presence of any Hazardous Material at, upon, within, contiguous to or otherwise affecting the ProjectPortfolio or any portion thereof, shall lie solely with BorrowerBorrower unless such non-compliance is caused by the Administrative Agent or the Lenders or which first exists (as distinguished from first discovered) after the Administrative Agent causes Borrower to be defeased of title to the Property in question by any exercise of a remedy provided herein after an Event of Default. Accordingly, Borrower shall bear all risks and costs associated with any loss (including any loss in value attributable to Hazardous Materials), damage or liability therefrom, including all costs of removal of Hazardous Materials or other remediation required by Lender Administrative Agent or by Legal Requirementslaw. Borrower shall indemnify, defend and hold Administrative Agent and Lenders harmless Lender and each of the other Indemnified Parties (as defined in the Indemnity Agreement) from and against all loss, liabilities, damages, claims, costs and expenses (including reasonable costs of defense) arising out of or associated, in any way, with the non-compliance with Environmental Laws, or the release or the existence of Hazardous Materials in, on, or about the ProjectPortfolio or any portion thereof, or a breach of any representation, warranty or covenant contained in this Article ARTICLE 4, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law, including those arising from the joint, concurrent, or comparative negligence of LenderAdministrative Agent and the Lenders; however, Borrower shall not be liable under such indemnification to the extent such loss, liability, damage, claim, cost or expense results solely from Administrative Agent's or the Lender’s 's gross negligence or willful misconductmisconduct or actions or inactions of Administrative Agent after Borrower is defeased of title to the Property in question after exercise of any remedy provided for herein after an Event of Default. Borrower’s 's obligations under this Article 4 Section 4.4 shall arise upon the discovery of the presence of any Hazardous Material, whether or not any Governmental Authority governmental authority has taken or threatened any action in connection with the presence of any Hazardous Material, and whether or not the existence of any such Hazardous Material or potential liability on account thereof is disclosed in the Site Assessment and shall continue notwithstanding the repayment of the Loan Loans or any Transfer transfer or sale of any right, title and interest in the Project Portfolio or any portion thereof (by foreclosure, deed in lieu of foreclosure or otherwise).

Allocation of Risks and Indemnity. As between Borrower, on one hand, Borrower and Lender, on the other hand, all risk of loss associated with non-compliance with Environmental Laws, or with the presence of any Hazardous Material at, upon, within, contiguous to or otherwise affecting the Project, shall lie solely with Borrower. Accordingly, Borrower shall bear all risks and costs associated with any loss (including any loss in value attributable to Hazardous Materials), damage or liability therefrom, including all costs of removal of Hazardous Materials or other remediation required by Lender or by Legal Requirementslaw. Borrower shall at all times indemnify, defend and hold Lender harmless Lender and each of the other Indemnified Parties (as defined in the Indemnity Agreement) from and against any and all lossclaims, suits, actions, debts, damages, losses, liabilities, damageslitigations, claimsjudgments, charges, costs and expenses (including reasonable costs of defense) arising out ), of any nature whatsoever proffered or associatedincurred by Lender, whether as mortgagee or beneficiary under the Mortgage, as mortgagee in any way, with the non-compliance with Environmental Lawspossession, or the release as successor-in-interest to Borrower by foreclosure deed or the existence deed in lieu of Hazardous Materials inforeclosure, on, or about the Project, or a breach of any representation, warranty or covenant contained in this Article 4, and whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law, INCLUDING THOSE ARISING FROM THE JOINT, CONCURRENT OR COMPARATIVE NEGLIGENCE OF LENDER, under or on account of the Environmental Laws, including those arising the assertion of any lien thereunder, with respect to: (a) a breach of any representation, warranty or covenant of Borrower contained in this Article 5; (b) any acts performed by Lender pursuant to the provisions of this Article 5; (c) any discharge of Hazardous Materials, the threat of discharge of any Hazardous Materials or the storage or presence of any Hazardous Materials affecting the Project whether or not the same originates or emanates from the jointProject or any contiguous real estate, concurrentincluding any loss of value of the Project as a result of the foregoing; (d) any costs of removal or remedial action incurred by the United States Government or any costs incurred by any other Person or damages from injury to, destruction of, or comparative negligence loss of Lendernatural resources including reasonable costs of assessing such injury, destruction or loss incurred pursuant to any Environmental Laws; however(e) liability for personal injury or property damage arising under any statutory or common law tort theory, Borrower shall not be liable including without limitation damages assessed for the maintenance of a public or private nuisance or for the carrying on of an abnormally dangerous activity at, upon, under such indemnification to or within the extent such lossProject; and/or (f) any other environmental matter affecting the Project within the jurisdiction of the Environmental Protection Agency, liabilityany other federal agency or any state or local environmental agency. THE FOREGOING NOTWITHSTANDING, damageBORROWER SHALL NOT BE LIABLE UNDER THE FOREGOING INDEMNIFICATION TO THE EXTENT ANY SUCH LOSS, claimLIABILITY, cost or expense results solely from Lender’s gross negligence or willful misconductDAMAGE, CLAIM, COST OR EXPENSE RESULTS SOLELY FROM LENDER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. Borrower’s obligations under this Article 4 5 shall arise upon the discovery of the presence of any Hazardous Material, whether or not the Environmental Protection Agency, any Governmental Authority other federal agency or any state or local environmental agency has taken or threatened any action in connection with the presence of any Hazardous Material, Materials and whether or not the existence of any such Hazardous Material or potential liability on account thereof is disclosed in the Site Assessment Assessment, and shall continue notwithstanding the repayment of the Loan or any Transfer transfer or sale of any right, title and interest in the Project (by foreclosure, deed in lieu of foreclosure or otherwise). Notwithstanding the foregoing, subject to the conditions specified below in this Section 5.3), Borrower shall not be liable under this Section 5.3) for such indemnified matters directly created or arising from events or conditions caused or created by Lender and first existing after Lender acquires title to any Project by foreclosure or acceptance of a deed in lieu thereof, but only if (1) Borrower delivers to Lender a current site assessment evidencing the presence of no Hazardous Materials on such Project and no violation of any Environmental Laws with respect to such Project not more than ninety (90) days and not less than thirty (30) days prior thereto, and (2) such loss, liability, damage, claim, cost or expense does not directly or indirectly arise from or relate to any release of or exposure to any Hazardous Material (including personal injury or damage to property), non-compliance with any Environmental Laws, or remediation existing or occurring prior to the date Lender acquires title to such Project.

Allocation of Risks and Indemnity. As between Borrower, on one handthe --------------------------------- Administrative Agent, the Issuing Bank and Lender, on the other handLenders, all risk of loss associated with non-compliance with Environmental Laws, or with the presence of any Hazardous Material at, upon, within, contiguous to or otherwise affecting the Projecteach Property, shall lie solely with Borrower. Accordingly, Borrower shall bear all risks and costs associated with any loss (including any loss in value attributable to Hazardous Materials), damage or liability therefrom, including all costs of removal of Hazardous Materials or other remediation required by Lender or by Legal RequirementsEnvironmental Laws. Borrower shall indemnify, defend and hold the Administrative Agent and the Lenders harmless Lender and each of the other Indemnified Parties (as defined in the Indemnity Agreement) from and against all loss, liabilities, damages, claims, costs and expenses (including reasonable costs of defense) arising out of or associated, in any way, with the non-compliance with Environmental Laws, or the release or the existence of Hazardous Materials in, on, or about the Projectany Property, or a breach of any representation, warranty or covenant contained in this Article 4, --------- whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law, including those arising from the joint, concurrent, or comparative negligence of Lenderthe Administrative Agent and the Lenders; provided, however, that Borrower shall not be liable under such -------- ------- indemnification to the extent such loss, liability, damage, claim, cost or expense results solely from the Administrative Agent's or any Lender’s 's gross negligence or willful misconduct. Borrower’s 's obligations under this Article 4 Section 4.4 ----------- shall arise upon the discovery of the presence of any Hazardous Material, whether or not any Governmental Authority governmental authority has taken or threatened any action in connection with the presence of any Hazardous Material, and whether or not the existence of any such Hazardous Material or potential liability on account thereof is disclosed in the Site Assessment and shall continue notwithstanding the repayment of the Loan Loans or any Transfer transfer or sale of any right, title and interest in the Project applicable Property (by foreclosure, deed in lieu of foreclosure or otherwise).

Allocation of Risks and Indemnity. As between Borrower, on one handthe Administrative Agent and the Lenders, and Lender, on the other handwithout prejudice to any rights or defenses Borrower may have against others, all risk of loss associated with non-compliance with Environmental Laws, or with the presence of any Hazardous Material at, upon, within, contiguous to or otherwise affecting the Project, shall lie solely with Borrower. Accordingly, Borrower shall bear all risks and costs associated with any loss (including any loss in value attributable to Hazardous Materials)Environmental Loss, damage or liability therefrom, including all costs of removal of Hazardous Materials or other remediation required by Lender the Administrative Agent or by Legal Requirementslaw. Borrower shall indemnify, defend and hold the Administrative Agent and the Lenders harmless Lender and each of the other Indemnified Parties (as defined in the Indemnity Agreement) from and against all loss, liabilities, damages, claims, costs and expenses (including reasonable costs of defense) arising out of or associated, in any way, with the non-non- compliance with Environmental Laws, or the release or the existence of Hazardous Materials in, on, or about the Project, or a breach of any representation, warranty or covenant contained in this Article 45, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law, including those arising from the joint, concurrent, or comparative negligence of Lenderthe Administrative Agent and the Lenders; provided, however, Borrower shall not be liable under such indemnification to the extent such loss, liability, damage, claim, cost or expense results solely from the Administrative Agent’s or any Lender’s gross negligence or willful misconduct. Borrower’s obligations under this Article 4 Section 5.4 shall arise upon the discovery of the presence of any Hazardous Material, whether or not any Governmental Authority governmental authority has taken or threatened any action in connection with the presence of any Hazardous Material, and whether or not the existence of any such Hazardous Material or potential liability on account thereof is disclosed in the Site Assessment and shall continue notwithstanding the repayment of the Loan Loans or any Transfer transfer or sale of any right, title and interest in the Project (by foreclosure, deed in lieu of foreclosure or otherwise).

Allocation of Risks and Indemnity. As between Borrower, on one hand, Borrower and Lender and as between Operating Lessee and Lender, on the other hand, all risk of loss associated with non-compliance with Environmental Laws, or with the presence of any Hazardous Material at, upon, within, contiguous to or otherwise affecting the a Project, shall lie solely with BorrowerBorrower and Operating Lessee. Accordingly, Borrower and Operating Lessee shall bear all risks and costs associated with any loss (including any loss in value attributable to Hazardous Materials), damage or liability therefrom, including all costs of removal of Hazardous Materials or other remediation required by Lender or by Legal Requirementslaw. Borrower and Operating Lessee shall indemnify, defend and hold Lender harmless Lender and each of the other Indemnified Parties (as defined in the Indemnity Agreement) from and against all loss, liabilities, damages, claims, costs and expenses (including reasonable costs of defense) arising out of or associated, in any way, with the non-compliance with Environmental Laws, or the release or the existence of Hazardous Materials in, on, or about the a Project, or a breach of any representation, warranty or covenant contained in this Article 4, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law, including those arising from the joint, concurrent, or comparative negligence of Lender; however, Borrower and Operating Lessee shall not be liable under such indemnification to the extent such loss, liability, damage, claim, cost or expense results solely from Lender’s 's gross negligence or willful misconductmisconduct occurring after foreclosure. Borrower’s 's and Operating Lessee's obligations under this Article 4 Section 4.4 shall arise upon the discovery of the presence of any Hazardous Material, whether or not any Governmental Authority governmental authority has taken or threatened any action in connection with the presence of any Hazardous Material, and whether or not the existence of any such Hazardous Material or potential liability on account thereof is disclosed in the Site Assessment and shall continue notwithstanding the repayment of the Loan or any Transfer transfer or sale of any right, title and interest in the a Project (by foreclosure, deed in lieu of foreclosure or otherwise).

Allocation of Risks and Indemnity. As between Borrower, on one handthe Administrative Agent and the Lenders, and Lender, on the other handwithout prejudice to any rights or defenses Borrower may have against others, all risk of loss associated with non-compliance with Environmental Laws, or with the presence of any Hazardous Material at, upon, within, contiguous to or otherwise affecting the Project, shall lie solely with Borrower. Accordingly, Borrower shall bear all risks and costs associated with any loss (including any loss in value attributable to Hazardous Materials)Environmental Loss, damage or liability therefrom, including all costs of removal of Hazardous Materials or other remediation required by Lender the Administrative Agent or by Legal Requirementslaw. Borrower shall indemnify, defend and hold the Administrative Agent and the Lenders harmless Lender and each of the other Indemnified Parties (as defined in the Indemnity Agreement) from and against all loss, liabilities, damages, claims, costs and expenses (including reasonable costs of defense) arising out of or associated, in any way, with the non-compliance with Environmental Laws, or the release or the existence of Hazardous Materials in, on, or about the Project, or a breach of any representation, warranty or covenant contained in this Article 45, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law, including those arising from the joint, concurrent, or comparative negligence of Lenderthe Administrative Agent and the Lenders; provided, however, Borrower shall not be liable under such indemnification to the extent such loss, liability, damage, claim, cost or expense results solely from the Administrative Agent’s or any Lender’s gross negligence or willful misconduct. Borrower’s obligations under this Article 4 Section 5.4 shall arise upon the discovery of the presence of any Hazardous Material, whether or not any Governmental Authority governmental authority has taken or threatened any action in connection with the presence of any Hazardous Material, and whether or not the existence of any such Hazardous Material or potential liability on account thereof is disclosed in the Site Assessment and shall continue notwithstanding the repayment of the Loan Loans or any Transfer transfer or sale of any right, title and interest in the Project (by foreclosure, deed in lieu of foreclosure or otherwise).

Allocation of Risks and Indemnity. As between Borrower, on one hand, Borrower and Lender, on the other hand, all risk of loss associated with non-compliance with Environmental Laws, or with the presence of any Hazardous Material at, upon, within, contiguous to or otherwise affecting the Project, shall lie solely with Borrower. Accordingly, Borrower shall bear all risks and costs associated with any loss (including any loss in value attributable to Hazardous Materials), damage or liability therefrom, including all costs of removal of Hazardous Materials or other remediation required by Lender or by Legal Requirementslaw. Borrower shall indemnify, defend and hold harmless Lender and each of the other Indemnified Parties (as defined in the Indemnity Agreement) its shareholders, directors, officers, employees and agents harmless from and against all loss, liabilities, damages, claims, costs and expenses (including reasonable costs of defensedefense and consultant fees, investigation and laboratory fees, court costs, and other litigation expenses) arising out of or associated, in any way, with (a) the non-compliance with Environmental Laws, or the release or (b) the existence of Hazardous Materials in, on, or about the Project, (c) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to Hazardous Materials; (d) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Materials, (e) a breach of any representation, warranty or covenant contained in this Article 4, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law, including those arising from or (f) the jointimposition of any environmental lien encumbering the Project; provided, concurrent, or comparative negligence of Lender; however, Borrower shall not be liable under such indemnification to the extent such loss, liability, damage, claim, cost or expense results solely from Lender’s 's gross negligence or willful misconduct. Borrower’s 's obligations under this Article 4 Section 4.4 shall arise upon the discovery of the presence of any Hazardous Material, whether or not any Governmental Authority governmental authority has taken or threatened any action in connection with the presence of any Hazardous Material, and whether or not the existence of any such Hazardous Material or potential liability on account thereof is disclosed in the Site Assessment and shall continue notwithstanding the repayment of the Loan or any Transfer transfer or sale of any right, title and interest in the Project (by foreclosure, deed in lieu of foreclosure or otherwise). Additionally, if any Hazardous Materials affect or threaten to affect the Project, Lender may (but shall not be obligated to) give such notices and take such actions as it deems necessary or advisable at the expense of the Borrower in order to abate the discharge of any Hazardous Materials or remove the Hazardoxx Xxterials. Any amounts payable to Lender by reason of the application of this Section 4.4 shall become immediately due and payable and shall bear interest at the Default Rate from the date loss or damage is sustained by Lender until paid. The obligations and liabilities of Borrower under this Section 4.4 shall survive any termination, satisfaction, assignment entry of a judgment of foreclosure or delivery of a deed in lieu of foreclosure.

Allocation of Risks and Indemnity. As between Borrower, on one hand, Borrower and Lender, on the other hand, all risk of loss associated with non-compliance with Environmental Laws, or with the presence of any Hazardous Material at, upon, within, contiguous to or otherwise affecting the Project, shall lie solely with Borrower. Accordingly, Borrower shall bear all risks and costs associated with any loss (including any loss in value attributable to Hazardous Materials), damage or liability therefrom, including all costs of removal of Hazardous Materials or other remediation required by Lender or by Legal Requirementslaw. Borrower shall indemnify, defend and hold harmless Lender and each of the other Indemnified Parties (as defined in the Indemnity Agreement) its shareholders, directors, officers, employees and agents harmless from and against all loss, liabilities, damages, claims, costs and expenses (including reasonable costs of defensedefense and consultant fees, investigation and laboratory fees, court costs, and other litigation expenses) arising out of or associated, in any way, with (a) the non-compliance with Environmental Laws, or the release or (b) the existence of Hazardous Materials in, on, or about the Project, (c) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to Hazardous Materials; (d) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Materials, (e) a breach of any representation, warranty or covenant contained in this Article 4, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law, including those arising from or (f) the jointimposition of any environmental lien encumbering the Project; provided, concurrent, or comparative negligence of Lender; however, Borrower shall not be liable under such indemnification to the extent such loss, liability, damage, claim, cost or expense results solely from Lender’s 's gross negligence or willful misconduct. Borrower’s 's obligations under this Article 4 Section 4.4 shall arise upon the discovery of the presence of any Hazardous Material, whether or not any Governmental Authority governmental authority has taken or threatened any action in connection with the presence of any Hazardous Material, and whether or not the existence of any such Hazardous Material or potential liability on account thereof is disclosed in the Site Assessment and shall continue notwithstanding the repayment of the Loan or any Transfer transfer or sale of any right, title and interest in the Project (by foreclosure, deed in lieu of foreclosure or otherwise). Additionally, if any Hazardous Materials affect or threaten to affect the Project, Lender may (but shall not be obligated to) give such notices and take such actions as it deems necessary or advisable at the expense of the Borrower in order to abatx xxx discharge of any Hazardous Materials or remove the Hazardous Materials. Any amounts payable to Lender by reason of the application of this Section 4.4 shall become immediately due and payable and shall bear interest at the Default Rate from the date loss or damage is sustained by Lender until paid. The obligations and liabilities of Borrower under this Section 4.4 shall survive any termination, satisfaction, assignment, entry of a judgment of foreclosure or delivery of a deed in lieu of foreclosure. Notwithstanding the foregoing, provided that Borrower delivers to Lender a current Site Assessment evidencing the presence of no Hazardous Materials on the Project and no violations of any Environmental Laws with respect to the Project not more than ninety (90) days and not less than thirty (30) days prior thereto, Borrower shall not be liable under this Section 4.4 for such indemnified matters created or arising solely from events or conditions first existing after Lender's succession to title of the Project by foreclosure or acceptance of a deed in lieu of foreclosure, provided that such loss, liability, damage, claim, cost or expense does not directly or indirectly arise from or relate to any release of or exposure to any Hazardous Material (including personal injury or damage to property), noncompliance with any Environmental Laws, or remediation existing prior to Lender's succession to title of the Project.

Allocation of Risks and Indemnity. As between Borrower, on one hand, Borrower and Administrative Agent and each Lender, on the other hand, all risk of loss associated with non-compliance with Environmental Laws, or with the presence of any Hazardous Material at, upon, within, contiguous to or otherwise affecting the Project, shall lie solely with Borrower. Accordingly, Borrower shall bear all risks and costs associated with any loss (including any loss in value attributable to Hazardous Materials), damage or liability therefrom, including all costs of removal of Hazardous Materials or other remediation required by Lender Administrative Agent or by Legal Requirementslaw. Borrower shall indemnify, defend and hold harmless Administrative Agent and each Lender and each of the other Indemnified Parties (as defined in the Indemnity Agreement) their respective shareholders, directors, officers, employees and agents harmless from and against all loss, liabilities, damages, claims, costs and expenses (including reasonable costs of defensedefense and consultant fees, investigation and laboratory fees, court costs, and other litigation expenses) arising out of or associated, in any way, with (a) the non-compliance with Environmental Laws, or the release or (b) the existence of Hazardous Materials in, on, or about the Project, (c) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to Hazardous Materials; (d) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Materials located on or emanating from the Project, (e) a breach of any representation, warranty or covenant contained in this Article 4, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law, including those arising from or (f) the jointimposition of any environmental lien encumbering the Project; provided, concurrent, or comparative negligence of Lender; however, Borrower shall not be liable under such indemnification to the extent such loss, liability, damage, claim, cost or expense results solely from Lendersuch indemnified Person’s gross negligence or willful misconductmisconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. Borrower’s obligations under this Article 4 Section 4.3 shall arise upon the discovery of the presence of any Hazardous Material, whether or not any Governmental Authority has taken or threatened any action in connection with the presence of any Hazardous Material, and whether or not the existence of any such Hazardous Material or potential liability on account thereof is disclosed in the any Site Assessment and shall continue notwithstanding the repayment of the Loan or any Transfer transfer or sale of any right, title and interest in the Project (by foreclosure, deed in lieu of foreclosure or otherwise); provided, however, that Borrower shall not have any obligation under this Section 4.3 if the matter giving rise to non-compliance with Environmental Law or the release of Hazardous Materials shall occur on, at or under the Project subsequent to the time the Borrower ceases to be in possession of the Project as a result of the exercise by Administrative Agent or Lender of any remedies provided in the Loan Documents.

Allocation of Risks and Indemnity. As between Borrower, on one hand, the Administrative Agent and Lender, on the other handLenders, all risk of loss associated with non-compliance with Environmental Laws, or with the presence of any Hazardous Material at, upon, within, contiguous to or otherwise affecting the Project, shall lie solely with Borrower. Accordingly, Borrower shall bear all risks and costs associated with any loss (including any loss in value attributable to Hazardous Materials)loss, damage or liability therefrom, including all costs of removal of Hazardous Materials or other remediation required by Lender the Administrative Agent or by Legal Requirementslaw. Borrower shall indemnify, defend and hold the Administrative Agent and the Lenders harmless Lender and each of the other Indemnified Parties (as defined in the Indemnity Agreement) from and against all loss, liabilities, damages, claims, costs and expenses (including reasonable costs of defense) arising out of or associated, in any way, with the non-compliance with Environmental Laws, or the release or the existence of Hazardous Materials in, on, or about the Project, or a breach of any representation, warranty or covenant contained in this Article 4, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law, including those arising from the joint, concurrent, or comparative negligence of Lenderthe Administrative Agent and the Lenders; however, Borrower shall not be liable under such indemnification to the extent such loss, liability, damage, claim, cost or expense results solely from the Administrative Agent's or any Lender’s 's gross negligence or willful misconduct. Borrower’s 's obligations under this Article 4 Section 4.4 shall arise upon the discovery of the presence of any Hazardous Material, whether or not any Governmental Authority governmental authority has taken or threatened any action in connection with the presence of any Hazardous Material, and whether or not the existence of any such Hazardous Material or potential liability on account thereof is disclosed in the Site Assessment and Assessment. The Borrower's indemnification obligations in this Section 4.4 shall continue notwithstanding the repayment of the Loan Loans or any Transfer transfer or sale of any right, title and interest in the Project (by foreclosure, deed in lieu of foreclosure or otherwise), except that, if, in the case of a repayment of the Loans in full or a transfer or sale of the Project with the Administrative Agent's prior written approval (and without implying that any such approval will be granted), Borrower furnishes to the Administrative Agent a then current Site Assessment (or an update to a prior Site Assessment) which neither recommends any further assessment or monitoring of the Project nor discloses any material non-compliance with Environmental Laws at the Project (as determined by Administrative Agent in its sole discretion), then Borrower's indemnification obligations under this Section 4.4 shall cease (except with respect to any matters which Administrative Agent shall have given notice to the Borrower on or prior to such repayment or transfer).

Allocation of Risks and Indemnity. As --------------------------------- between Borrower, on one hand, Lender and Lender, on the other handIndemnitor, all risk of loss associated with non-compliance with Environmental Laws, or with the presence of any Hazardous Material at, upon, within, contiguous to or otherwise affecting the Projectany Individual Property, shall lie solely with BorrowerBorrower and Indemnitor. Accordingly, Borrower and Indemnitor shall bear all risks and costs associated with any loss (including any loss in value attributable to Hazardous Materials), damage or liability therefrom, including all costs of removal of Hazardous Materials or other remediation required by Lender or by Legal Requirementslaw. Borrower shall indemnify, defend and hold harmless Lender and each of the other Indemnified Parties (as defined in the Indemnity Agreement) its shareholders, directors, officers, employees and agents harmless from and against all loss, liabilities, damages, claims, costs and expenses (including reasonable costs of defense) arising defense and consultant fees,investigation and laboratory fees, court costs, and other litigation expenses)arising out of or associated, in any way, with (a) the non-compliance with Environmental Laws, or the release or (b) the existence of Hazardous Materials in, on, or about the Projectany Individual Property, (c)any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to Hazardous Materials; (d) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Materials, (e) a breach of any representation, warranty or covenant contained in this Article 46, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law, including those arising from or (f) the jointimposition of any environmental lien encumbering any Individual Property; provided, concurrent, or comparative negligence of Lender; however, Borrower shall not be liable under such indemnification to the extent such loss, liability, damage, claim, cost or expense results solely from Lender’s 's gross negligence or willful misconduct. Except as otherwise specifically provided in the following sentence, Borrower’s 's obligations under this Article 4 Section 6.4 shall arise upon the discovery of the presence of any Hazardous Material, whether or not any Governmental Authority has taken or threatened any action in connection with the presence of any Hazardous Material, and whether or not the existence of any such Hazardous Material or potential liability on account thereof is disclosed in the Site Assessment and shall continue notwithstanding the repayment of the Loan or any Transfer transfer or sale of any right, title and interest in the Project any Individual Property (by foreclosure, deed in lieu of foreclosure or otherwise).. Borrower's obligations under this Section 6.4 shall not apply to any release or presence of Hazardous Materials that (i) occurred solely after any payoff of the Note in full or solely after a transfer resulting from a foreclosure or deed in lieu of foreclosure accepted by Lender and (ii) was not caused by Borrower or any Affiliate of Borrower. Additionally, if any Hazardous Materials affect or threaten to affect the Properties, Lender may (but shall not be obligated to) give such notices and take such actions as it deems necessary or advisable at the expense of Borrower in order to xxxxx the discharge of any Hazardous Materials or remove the Hazardous Materials. Any amounts payable to Lender by reason of the application of this Section 6.4 shall become due and payable within three (3) Business Days after Borrower receives notice thereof and shall bear interest at the Default Rate from the date loss or damage is sustained by Lender until paid. The obligations and liabilities of Borrower under this Section 6.4 shall survive any termination, satisfaction, assignment, entry of a judgment of foreclosure or delivery of a deed in lieu of foreclosure. SECTION 6.5