Common use of California Provisions Clause in Contracts

California Provisions. (a) The purpose of this Indemnity Agreement is to protect Agent and Lenders against liability, loss, damage, cost or expense with respect to Hazardous Materials and Environmental Laws relating to the Property as provided in this Indemnity Agreement, and not as security for payment of the indebtedness of Borrowers to Lenders evidenced by the Notes or performance of the obligations under the Deed of Trust. The obligations of Indemnitors under this Indemnity Agreement are separate from, independent of and in addition to the indebtedness and obligations under the Notes and the Deed of Trust. The liability of Indemnitors under this Indemnity Agreement shall not be limited to or measured by the amount of the indebtedness owed under the Notes or the Deed of Trust or the value of the Property. This Indemnity Agreement is intended to be supplemental, and not in derogation of, Agents and Lenders’ rights under California Civil Code Section 2929.5 and California Code of Civil Procedure Sections 564, 726.5 and 736 and any successor sections thereof. This Indemnity Agreement is not, and shall not be deemed to be, secured by the Deed of Trust. Indemnitors shall be fully, personally, jointly, and severally liable for all obligations of Indemnitors under this Indemnity Agreement and a separate action may be brought and prosecuted against Indemnitors on this Indemnity Agreement. (b) The liability of Indemnitors under the Indemnity Agreement shall not be subject to any limitation set forth in the Notes, the Deed of Trust, or any of them, on personal liability for the payment of the indebtedness evidenced by the Notes, or the remedies of Agent and Lenders for enforcement of the obligations under the Notes or the Deed of Trust, or the recourse of Lender for satisfaction of such obligations. Each Indemnitor acknowledges that no action for the enforcement of, or recovery of damages under, this Indemnity Agreement shall constitute either an action or a failure to foreclose first against the Deed of Trust within the meaning of California Code of Civil Procedure Section 726, which shall not apply to this Indemnity Agreement, and no judgment against any Indemnitors in any action pursuant to this Indemnity Agreement shall constitute a money judgment or a deficiency judgment within the meaning of California Code of Civil Procedure Sections 580a, 580b, 580d or 726. Except as otherwise set forth in Sections 6 and 23 hereof, this Indemnity Agreement and the obligations of Indemnitors hereunder shall survive, and remain in full force and effect after a full conveyance of any foreclosure sale under the Deed of Trust (whether by judicial action, exercise of the power of sale, or otherwise) with respect to any release or threatened releases or any past, present or future violation of any Environmental Laws at the Property which occurred, or the onset of which occurred, before the reconveyance or foreclosure sale, and Agent and Lenders shall have the right to enforce this Indemnity Agreement after any such reconveyance or foreclosure sale. (c) This Indemnity Agreement shall not affect, impair or waive any rights or remedies of Agent and Lenders or any obligations of Indemnitors with respect to Hazardous Materials created or imposed by Environmental Laws (including Agent’s and Lenders’ rights of reimbursement or contribution under any Environmental Law). The remedies in the Indemnity Agreement are cumulative and in addition to all remedies provided by law. (d) Property Borrower represents and warranties that, to its knowledge, (i) the Land has not been designated as “border zone property” under the provisions of California Health and Safety Code Section 25220 et seq. or any regulation adopted in accordance therewith; and (ii) and there has been no occurrence or condition on any real property adjoining or in the vicinity of the Land that is reasonably likely to cause the Land or any part thereof to be designated as border zone property. (e) Each Indemnitor hereby waives and relinquishes to the fullest extent now or hereafter not prohibited by applicable law all suretyship defenses and defenses in the nature thereof, including without limitation any such defenses that may arise under or by reason of California Civil Code Sections 2787 to 2855, inclusive. In addition, the provisions of Section 9.15 of the Loan Agreement are hereby incorporated herein by reference. This Section is an unconditional and irrevocable waiver of any rights and defenses any Indemnitor may have in the event that the Loan is secured by real property. These rights and defenses include, but are not limited to, any rights or defenses based upon Sections 580a, 580b, 580d, or 726 of the California Code of Civil Procedure.

California Provisions. (a) The purpose of this Indemnity Agreement is to protect Agent and Lenders against liability, loss, damage, cost or expense with With respect to Hazardous Materials Tenant’s maintenance and Environmental Laws relating to the Property as provided repair obligations set forth in this Indemnity AgreementSection 7.1, Tenant hereby waives any and not as security for payment all rights under and benefits of Sections 1941 and 1942 of the indebtedness of Borrowers to Lenders evidenced by the Notes or performance of the obligations under the Deed of Trust. The obligations of Indemnitors under this Indemnity Agreement are separate from, independent of and in addition to the indebtedness and obligations under the Notes and the Deed of Trust. The liability of Indemnitors under this Indemnity Agreement shall not be limited to or measured by the amount of the indebtedness owed under the Notes or the Deed of Trust or the value of the Property. This Indemnity Agreement is intended to be supplemental, and not in derogation of, Agents and Lenders’ rights under California Civil Code Section 2929.5 or under any similar law, statute, or ordinance now or hereafter in effect. (b) Supplementing Article 15, Landlord and Tenant waive the provisions of California Civil Code Sections 1932 and 1933 and California Code of Civil Procedure Sections 564, 726.5 and 736 and any successor sections thereof. This Indemnity Agreement is not, and Section 1265.130. (c) The notices described in Section 14.1 shall not be deemed to be, secured by be the Deed of Trust. Indemnitors shall be fully, personally, jointly, and severally liable for all obligations of Indemnitors under this Indemnity Agreement and a separate action may be brought and prosecuted against Indemnitors on this Indemnity Agreement. (b) The liability of Indemnitors under the Indemnity Agreement shall not be subject to any limitation set forth notices described in the Notes, the Deed of Trust, or any of them, on personal liability for the payment of the indebtedness evidenced by the Notes, or the remedies of Agent and Lenders for enforcement of the obligations under the Notes or the Deed of Trust, or the recourse of Lender for satisfaction of such obligations. Each Indemnitor acknowledges that no action for the enforcement of, or recovery of damages under, this Indemnity Agreement shall constitute either an action or a failure to foreclose first against the Deed of Trust within the meaning of California Code of Civil Procedure Section 726, which shall not apply to this Indemnity Agreement, 1161 and no judgment against any Indemnitors in any action pursuant additional notice of breach or default or other notice shall be required to this Indemnity Agreement shall constitute a money judgment or a deficiency judgment within the meaning of satisfy California Code of Civil Procedure Sections 580a, 580b, 580d or 726. Except as otherwise set forth in Sections 6 and 23 hereof, this Indemnity Agreement and the obligations of Indemnitors hereunder shall survive, and remain in full force and effect after a full conveyance of any foreclosure sale under the Deed of Trust (whether by judicial action, exercise of the power of sale, or otherwise) with respect to any release or threatened releases or any past, present or future violation of any Environmental Laws at the Property which occurred, or the onset of which occurred, before the reconveyance or foreclosure sale, and Agent and Lenders shall have the right to enforce this Indemnity Agreement after any such reconveyance or foreclosure sale. (c) This Indemnity Agreement shall not affect, impair or waive any rights or remedies of Agent and Lenders or any obligations of Indemnitors with respect to Hazardous Materials created or imposed by Environmental Laws (including Agent’s and Lenders’ rights of reimbursement or contribution under any Environmental Law). The remedies in the Indemnity Agreement are cumulative and in addition to all remedies provided by law1161. (d) Property Borrower represents and warranties thatSupplementing Article 14, in addition to its knowledgeother rights under this Lease, (i) Landlord has the Land has not been designated as “border zone property” under the provisions of remedy described in California Health and Safety Civil Code Section 25220 et seq1951.4 which provides substantially as follows: Landlord may continue the Lease in effect after Tenant’s breach and abandonment and recover the Rent as it becomes due, if Tenant has the right to sublet or assign, subject only to reasonable limitations. In accordance with California Civil Code Section 1951.4 (or any regulation adopted in accordance therewith; and (ii) and there has been no occurrence or condition on any real property adjoining or successor statute), Tenant acknowledges that in the vicinity event Tenant breaches this Lease and abandons the Leased Premises, this Lease shall continue in effect for so long as Landlord does not terminate Tenant’s right to possession, and Landlord may enforce all of its rights and remedies under this Lease, including the Land right to recover the Rent as it becomes due under this Lease. Tenant acknowledges that is reasonably likely the limitations on subletting and assignment set forth in Section 13.4 are reasonable. Acts of maintenance or preservation or efforts to cause relet the Land Leased Premises or any part thereof the appointment of a receiver upon initiative of Landlord to be designated as border zone propertyprotect Landlord’s interest under this Lease shall not constitute a termination of Tenant’s right to possession. (e) Each Indemnitor hereby waives Also supplementing Article 14, if Landlord elects to terminate this Lease upon the occurrence of an Event of Default, Landlord may collect from Tenant damages computed in accordance with the following provisions in addition to Landlord’s other remedies under this Lease: (i) the worth at the time of award of any unpaid Rent which has been earned at the time of such termination; plus (ii) the worth at the time of award of the amount by which any unpaid Rent which would have been earned after termination until the time of award exceeds the amount of such rental loss that Tenant proves could have been reasonably avoided; plus (iii) the worth at the time of award of the amount by which the unpaid Rent for the balance of the Term after the time of award exceeds the amount of such rental loss that Tenant proves could be reasonably avoided; plus (iv) any other reasonable cost necessary to compensate Landlord for all the detriment proximately caused by Tenant’s failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom including, without limitation, brokerage commissions, the cost of repairing and relinquishes reletting the Leased Premises and reasonable attorneys’ fees; plus (v) at Landlord’s election, such other amounts in addition to or in lieu of the foregoing as may be permitted from time to time by applicable state law. Damages shall be due and payable from the date of termination. (vi) For purposes of clauses (i) and (ii) above, the “worth at the time of award” shall be computed by adding interest at the Default Rate to the fullest extent now or hereafter not prohibited past due Rent. For the purposes of clause (3) above, the “worth” at the time of award” shall be computed by applicable law all suretyship defenses and defenses in discounting such amount at the nature thereofdiscount rate of the Federal Reserve Bank of San Francisco at the time of the award, including without limitation any such defenses that may arise under or by reason of plus one percent (1%). (f) The following disclosure is given pursuant to California Civil Code Sections 2787 to 2855, inclusiveSection 1938: The Leased Premises have not been inspected by a Certified Access Specialist (CASp). In additionA CASp can inspect the Leased Premises and determine whether the Leased Premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the Leased Premises, the provisions of Section 9.15 commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the Loan Agreement are hereby Leased Premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the Leased Premises. Tenant affirms and agrees that Landlord will not provide any CASp inspection for the Leased Premises and any such CASp inspection desired by Tenant and any subsequent repairs in connection therewith must be undertaken by Tenant and paid for in Tenant’s sole cost and expense. Landlord and Tenant will agree in writing as to the time and manner of any such inspection or repairs. Case 20-32633-sgj11 Doc 362-1 Filed 12/21/20 Entered 12/21/20 18:08:38 Page 62 of 118 Case 20-32633-sgj11 Doc 362-1 Filed 12/21/20 Entered 12/21/20 18:08:38 Page 63 of 118 Movie Theater and Restaurant Real property in the City of Xxxxxx, County of Los Angeles, State of California, described as follows: PARCEL 1: THAT PORTION OF BLOCK 14 OF THE TRACT OF THE DOWNEY LAND ASSOCIATION, IN THE CITY OF XXXXXX, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 2 PAGE 434 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE SOUTHWESTERLY LINE OF THIRD STREET WITH THE SOUTHEASTERLY LINE OF DEPOT STREET (NOW KNOWN AS LA REINA AVENUE), THENCE ALONG SAID SOUTHWESTERLY LINE SOUTH 57° 09' 40” EAST 68.41 FEET, THENCE PARALLEL WITH SAID SOUTHEASTERLY LINE SOUTH 32° 54' 10” WEST 175 FEET, THENCE PARALLEL WITH SAID SOUTHWESTERLY LINE NORTH 57° 09' 40” WEST 68.41 FEET TO SAID SOUTHEASTERLY LINE, THENCE NORTH 32° 54' 10” EAST 175 FEET TO THE POINT OF BEGINNING. THE LINES OF DEPOT STREET AND THIRD STREET ARE THE LINES OF SAID STREETS AS SHOWN ON THE COUNTY SURVEYOR'S MAP NO 8193 ON FILE IN THE OFFICE OF THE SURVEYOR OF SAID COUNTY, ALSO BEING SHOWN ON RECORDER'S FILE MAP XX 000 XX XXX XXXXXX XX XXXX XXXXXX RECORDER. PARCEL 2: THAT PORTION OF BLOCK 14 OF THE TRACT OF THE XXXXXX LAND ASSOCIATION, IN THE CITY OF XXXXXX, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 2 PAGE 434 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE SOUTHWESTERLY LINE OF THIRD STREET, DISTANT SOUTH 57° 09' 40” EAST 68.41 FEET FROM THE INTERSECTION OF SAID SOUTHWESTERLY LINE WITH THE SOUTHEASTERLY LINE OF DEPOT STREET (NOW KNOWN AS LA REINA AVENUE), THENCE SOUTH 57° 09' 40” EAST 51.50 FEET, THENCE PARALLEL WITH THE SAID SOUTHEASTERLY LINE SOUTH 32° 54' 10” WEST 175 FEET, THENCE PARALLEL WITH SAID SOUTHWESTERLY LINE NORTH 57° 09' 40” WEST 51.50 FEET, THENCE NORTH 32° 54' 10” EAST 175 FEET TO THE TRUE POINT OF BEGINNING. THE LINES OF DEPOT STREET AND THIRD ARE THE LINES OF SAID STREETS AS SHOWN ON COUNTY SURVEYORS MAP NO 8193 ON FILE IN THE OFFICE OF THE SURVEYOR OF SAID COUNTY, ALSO BEING SHOWN AS RECORDER'S FILED MAP 391, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. PARCEL 3: THAT PORTION OF BLOCK 14 OF THE TRACT OF THE XXXXXX LAND ASSOCIATION, IN THE CITY OF XXXXXX, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 2 PAGE 434 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE SOUTHWESTERLY LINE OF THIRD STREET, DISTANT SOUTH 57° 09' 40” EAST 171.41 FEET FROM THE INTERSECTION OF SAID SOUTHWESTERLY LINE WITH THE SOUTHEASTERLY LINE OF DEPOT STREET (NOW KNOWN AS LA REINA AVENUE), THENCE NORTH 57° 09' 40” WEST 51.50 FEET, THENCE PARALLEL WITH SAID SOUTHEASTERLY LINE SOUTH 32° 54' 10” WEST 175 FEET, THENCE PARALLEL WITH SAID SOUTHWESTERLY LINE, SOUTH 57° 09' 40” EAST 48.08 FEET TO A LINE PARALLEL WITH THE NORTHWESTERLY LINE OF NEW STREET AND WHICH PASSES THROUGH THE POINT OF BEGINNING, THENCE NORTH 34° 01' 20” EAST 175.03 FEET TO THE POINT OF BEGINNING. THE LINES OF DEPOT STREET, THIRD STREET, AND NEW STREET ARE THE LINES ON SAID STREET AS SHOWN ON COUNTY SURVEYOR'S MAP NO 8193 ON FILE IN THE OFFICE OF THE SURVEYOR OF SAID COUNTY, ALSO BEING SHOWN AS RECORDER'S FILED MAP NO 391 IN THE OFFICE OF THE COUNTY RECORDER. PARCEL 4: THAT PORTION XX XXXXX 00 XX XXXXX XX XXXXXX XXXX ASSOCIATION, IN THE CITY OF XXXXXX, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 2, PAGE 434 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE SOUTHWESTERLY LINE OF THIRD STREET THAT IS SOUTH 57° 09' 40” EAST 171.41 FEET FROM THE SOUTHEASTERLY LINE OF LA REINA AVENUE, 60 FEET WIDE, FORMERLY DEPOT STREET, AS SAID STREETS ARE SHOWN ON COUNTY SURVEYOR'S MAP NO 8193, ALSO BEING SHOWN ON RECORDER'S FILED MAP NO 391, THENCE ALONG THE SAID SOUTHWESTERLY LINES OF THIRD STREET, SOUTH 57° 09' 40” EAST 90 FEET TO THE NORTHWESTERLY LINE OF NEW STREET, AS SHOWN ON SAID MAP, THENCE ALONG SAID NORTHWESTERLY LINE SOUTH 34° 01' 20” WEST 175.03 FEET TO THE SOUTHWEST LINE OF THE LAND CONVEYED BY DEED RECORDED IN BOOK 19394 PAGE 121, OFFICIAL RECORDS, THENCE PARALLEL WITH THE SOUTHWESTERLY LINE OF THIRD STREET, NORTH 57° 09' 40” WEST 90 FEET TO A POINT THAT IS SOUTH 57° 09' 40” EAST 167.99 FEET FROM THE SOUTHEASTERLY LINE OF LA REINA STREET, THENCE NORTH 34° 01' 49” EAST 175.03 FEET TO THE POINT OF BEGINNING. EXCEPTING THEREFROM, FROM PARCELS 1, 2, 3 AND 4 ABOVE, ALL OIL, GAS, HYDROCARBON, OR OTHER MINERALS IN AND UNDER THE ABOVE DESCRIBED REAL PROPERTY WITHOUT THE RIGHT TO THE USE OF THE SURFACE, OR SUBSURFACE TO A DEPTH OF 500 FEET, MEASURED VERTICALLY, FROM THE SURFACE OF SAID REAL PROPERTY, AS PROVIDED IN DEED RECORDED FEBRUARY 8, 1991 AS INSTRUMENT NO. 91-195943, OFFICIAL RECORDS. APN: 0000-000-000 Movie Theater and Restaurant Real property in the City of Monrovia, County of Los Angeles, State of California, described as follows: PARCELS 1 AND 2 OF PARCEL MAP NO. 25211, IN THE CITY OF MONROVIA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 288 PAGES 56 AND 57 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT ALL OIL, HYDROCARBON, SUBSTANCES AND MINERALS OF EVERY KIND AND CHARACTER LYING MORE THAN FIVE HUNDRED (500) FEET BELOW THE SURFACE, TOGETHER WITH THE RIGHT TO DRILL INTO, THROUGH AND TO USE AND OCCUPY ALL PARTS LYING MORE THAN FIVE HUNDRED (500) FEET BELOW THE SURFACE THEREOF FOR ANY AND ALL PURPOSES INCIDENTAL TO THE EXPLORATION FOR AND PRODUCTION OF OIL, GAS, HYDROCARBON SUBSTANCES OR MINERALS FROM SAID LAND OR OTHER LANDS, BUT WITHOUT HOWEVER ANY RIGHT TO USE EITHER THE SURFACE OF SAID LAND OR ANY PORTION THEREOF WITHIN FIVE HUNDRED (500) FEET OF THE SURFACE FOR ANY PURPOSE OR PURPOSES WHATSOEVER, OR TO USE THE AGENCY PARCEL IN SUCH MANNER AS TO CREATE A DISTURBANCE TO THE USE OR ENJOYMENT OF THE AGENCY PARCEL, AS RESERVED BY MONROVIA REDEVELOPMENT AGENCY, A PUBLIC BODY, CORPORATE AND POLITIC, IN DEED RECORDED AUGUST 25, 1999 AS INSTRUMENT NO. 00-0000000 OF OFFICIAL RECORDS. APN: 0000-000-000 and 0000-000-000 and 0000-000-000 and 0000-000-000 Movie Theater and Restaurant Real property in the City of Redlands, County of San Bernardino, State of California, described as follows: PARCEL 2 OF PARCEL MAP NO. 14891, IN XXX XXXX XX XXXXXXXX, XXXXXX XX XXX XXXXXXXXXX, XXXXX OF CALIFORNIA, AS SHOWN BY MAP ON FILE IN BOOK 181, PAGES 86, 87 AND 88 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM ALL WATER AND SUBSURFACE WATER RIGHTS, BELOW A DEPTH OF 500 FEET, WITHOUT THE RIGHT OF SURFACE ENTRY, AS DEDICATED OR RESERVED IN INSTRUMENTS OF RECORD. APN: 0169-281-45-0-000 THIS CONSTRUCTION AND DISBURSEMENT AGREEMENT (this “Agreement”), executed and effective as of August 31, 2017, is entered into by and among SPIRIT MASTER FUNDING X, LLC, a Delaware limited liability company (“Landlord”), and MOVIE GRILL CONCEPTS XXXVII, LLC (“Tenant”). Except as otherwise expressly defined herein, capitalized terms will have the meanings set forth on Exhibit A attached hereto and incorporated herein by this reference. This Section is an unconditional For and irrevocable waiver of any rights and defenses any Indemnitor may have in the event that the Loan is secured by real property. These rights and defenses include, but are not limited to, any rights or defenses based upon Sections 580a, 580b, 580d, or 726 consideration of the California Code of Civil Procedure.mutual covenants and promises hereinafter set forth, the parties hereby mutually covenant and agree as follows:

California Provisions. In the event of any inconsistency between the provisions of this Section 10.26 and the remainder of this Agreement, the provisions of this Section 10.26 shall control: (a) The purpose Seller and Purchaser acknowledge that the Disclosure Statutes (as defined below) provide that a seller of real property must make certain disclosures regarding certain natural hazards potentially affecting the property, as more particularly provided therein. As used in this Agreement, “Disclosure Statutes” means, collectively, California Government Code Sections 8589.3, 8589.4 and 51183.5, California Public Resources Code Sections 2621.9, 2694 and 4136 and any other statutes that require Seller to make disclosures concerning the Property. By execution of this Indemnity Agreement is Agreement, Seller instructs Title Company to protect Agent deliver to Purchaser (and Lenders against liabilityif Title Company fails to deliver, loss, damage, cost or expense Purchaser shall request from Title Company) a Natural Hazard Disclosure Report for the Property (the “Report”). Purchaser hereby agrees as follows with respect to Hazardous Materials the Disclosure Statutes and Environmental Laws relating to the Property as provided in this Indemnity Agreement, and not as security for payment Report: (i) the delivery of the indebtedness Report to Purchaser shall be deemed to satisfy all obligations and requirements of Borrowers to Lenders evidenced by the Notes or performance of the obligations Seller under the Deed of Trust. The obligations of Indemnitors under this Indemnity Agreement are separate from, independent of and in addition to the indebtedness and obligations under the Notes and the Deed of Trust. The liability of Indemnitors under this Indemnity Agreement Disclosure Statutes; (ii) Seller shall not be limited to liable for any error or measured inaccuracy in, or omission from, the information in the Report; and (iii) the Report is being furnished by Seller for purposes of complying with the amount of the indebtedness owed under the Notes or the Deed of Trust or the value of the Property. This Indemnity Agreement is intended to be supplemental, and not in derogation of, Agents and Lenders’ rights under California Civil Code Section 2929.5 and California Code of Civil Procedure Sections 564, 726.5 and 736 and any successor sections thereof. This Indemnity Agreement is not, Disclosure Statutes and shall not be deemed to beconstitute a representation or warranty by Seller as to the presence or absence in, secured by at or around of the Deed Property of Trustthe conditions that are the subject of the Disclosure Statutes. Indemnitors shall be fullyPurchaser acknowledges and agrees that nothing contained in the Report releases Purchaser from its obligation to fully investigate and satisfy itself with the condition of the Property prior to the expiration of the Inspection Period, personallyincluding, jointlywithout limitation, whether the Property is located in any Natural Hazard Area. Purchaser further acknowledges and severally liable agrees that the matters set forth in the Report may change on or prior to the Closing and that Seller has no obligation to update, modify or supplement the Report. Purchaser is solely responsible for all obligations preparing and delivering its own Report to subsequent prospective purchasers of Indemnitors under this Indemnity Agreement and a separate action may be brought and prosecuted against Indemnitors on this Indemnity Agreementthe Property. (b) The liability In accordance with the requirements of Indemnitors under California Civil Code Section 1101.5(e), Seller hereby discloses to Purchaser the Indemnity Agreement following: (1) California Civil Code Section 1101.5(a) provides as follows: “On or before January 1, 2019, all noncompliant plumbing fixtures in any multifamily residential real property and in any commercial real property shall not be subject replaced with water-conserving plumbing fixtures”; and (2) to any limitation set forth in the NotesSeller’s knowledge, the Deed of Trust, or any of them, on personal liability for the payment of the indebtedness evidenced by the Notes, or the remedies of Agent and Lenders for enforcement of the obligations under the Notes or the Deed of Trust, or the recourse of Lender for satisfaction of such obligations. Each Indemnitor acknowledges that no action for the enforcement of, or recovery of damages under, this Indemnity Agreement shall constitute either an action or a failure to foreclose first against the Deed of Trust within the meaning of California Code of Civil Procedure Section 726, which shall Property does not apply to this Indemnity Agreement, and no judgment against any Indemnitors in any action pursuant to this Indemnity Agreement shall constitute a money judgment or a deficiency judgment within the meaning of California Code of Civil Procedure Sections 580a, 580b, 580d or 726. Except as otherwise set forth in Sections 6 and 23 hereof, this Indemnity Agreement and the obligations of Indemnitors hereunder shall survive, and remain in full force and effect after a full conveyance of any foreclosure sale under the Deed of Trust (whether by judicial action, exercise of the power of sale, or otherwise) with respect to any release or threatened releases or any past, present or future violation of any Environmental Laws at the Property which occurred, or the onset of which occurred, before the reconveyance or foreclosure sale, and Agent and Lenders shall have the right to enforce this Indemnity Agreement after any such reconveyance or foreclosure salenoncompliant plumbing fixtures. (c) This Indemnity Agreement Seller and Purchaser each expressly waive the provisions of California Civil Code Section 1662 and hereby agree that the provisions of Article VII shall not affect, impair govern the parties’ obligations in the event of any damage or waive any rights destruction to the Property or remedies the taking of Agent and Lenders all or any obligations part of Indemnitors with respect to Hazardous Materials created or imposed by Environmental Laws (including Agent’s and Lenders’ rights of reimbursement or contribution under any Environmental Law). The remedies in the Indemnity Agreement are cumulative and in addition to all remedies provided by lawProperty, as applicable. (d) Property Borrower represents and warranties thatIF THIS AGREEMENT IS TERMINATED PURSUANT TO SECTION 6.1, to its knowledgeTHE PARTIES ACKNOWLEDGE THAT SELLER’S ACTUAL DAMAGES IN THE EVENT OF A DEFAULT BY PURCHASER UNDER THIS AGREEMENT WILL BE DIFFICULT TO ASCERTAIN, AND THAT SUCH LIQUIDATED DAMAGES REPRESENT THE PARTIES’ BEST ESTIMATE OF SUCH DAMAGES. SUCH RETENTION OF THE INITIAL DEPOSIT AND THE ADDITIONAL DEPOSIT (iAND THE EXTENSION DEPOSITS, IF APPLICABLE) the Land has not been designated as “border zone property” under the provisions of California Health and Safety Code Section 25220 et seqBY SELLER IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO SECTIONS 1671, 1676 AND 1677 OF THE CALIFORNIA CIVIL CODE, AND SHALL NOT BE DEEMED TO CONSTITUTE A FORFEITURE OR PENALTY WITHIN THE MEANING OF SECTION 3275 OR SECTION 3369 OF THE CALIFORNIA CIVIL CODE OR ANY SIMILAR PROVISION. or any regulation adopted in accordance therewith; and (ii) and there has been no occurrence or condition on any real property adjoining or in the vicinity of the Land that is reasonably likely to cause the Land or any part thereof to be designated as border zone property. (e) Each Indemnitor hereby waives and relinquishes to the fullest extent now or hereafter not prohibited by applicable law all suretyship defenses and defenses in the nature thereof, including without limitation any such defenses that may arise under or by reason of California Civil Code Sections 2787 to 2855, inclusive. In addition, the provisions of Section 9.15 of the Loan Agreement are hereby incorporated herein by reference. This Section is an unconditional and irrevocable waiver of any rights and defenses any Indemnitor may have in the event that the Loan is secured by real property. These rights and defenses include, but are not limited to, any rights or defenses based upon Sections 580a, 580b, 580d, or 726 of the California Code of Civil Procedure.SELLER: PURCHASER:

California Provisions. (a) The purpose of this Indemnity Agreement is to protect Agent and Lenders against liability, loss, damage, cost or expense with respect to Hazardous Materials and Environmental Laws relating to the Property as provided in this Indemnity Agreement, and not as security for payment of the indebtedness of Borrowers to Lenders evidenced by the Notes or performance of the obligations under the Deed of Trust. The obligations of Indemnitors under this Indemnity Agreement are separate from, independent of and in addition to the indebtedness and obligations under the Notes and the Deed of Trust. The liability of Indemnitors under this Indemnity Agreement shall not be limited to or measured by the amount of the indebtedness owed under the Notes or the Deed of Trust or the value of the Property. This Indemnity Agreement is intended to be supplemental, and not in derogation of, Agents and Lenders’ rights under California Civil Code Section 2929.5 and California Code of Civil Procedure Sections 564, 726.5 and 736 and any successor sections thereof. This Indemnity Agreement is not, and shall not be deemed to be, secured by the Deed of Trust. Indemnitors shall be fully, personally, jointly, and severally liable for all obligations of Indemnitors under this Indemnity Agreement and a separate action may be brought and prosecuted against Indemnitors on this Indemnity Agreement. (b) The liability of Indemnitors under the Indemnity Agreement shall not be subject to any limitation set forth in the Notes, the Deed of Trust, or any of them, on personal liability for the payment of the indebtedness evidenced by the Notes, or the remedies of Agent and Lenders for enforcement of the obligations under the Notes or the Deed of Trust, or the recourse of Lender for satisfaction of such obligations. Each Indemnitor acknowledges that no action for the enforcement of, or recovery of damages under, this Indemnity Agreement shall constitute either an action or a failure to foreclose first against the Deed of Trust within the meaning of California Code of Civil Procedure Section 726, which shall not apply to this Indemnity Agreement, and no judgment against any Indemnitors in any action pursuant to this Indemnity Agreement shall constitute a money judgment or a deficiency judgment within the meaning of California Code of Civil Procedure Sections 580a, 580b, 580d or 726. Except as otherwise set forth in Sections 6 and 23 hereof, this Indemnity This Agreement and the obligations of Indemnitors hereunder shall survive, and remain in full force and effect after a full conveyance of any foreclosure sale under the Deed of Trust (whether by judicial action, exercise of the power of sale, or otherwise) with respect to any release or threatened releases or any past, present or future violation of any Environmental Laws at the Property which occurred, or the onset of which occurred, before the reconveyance or foreclosure sale, and Agent and Lenders shall have the right to enforce this Indemnity Agreement after any such reconveyance or foreclosure sale. (c) This Indemnity Agreement shall not affect, impair or waive any rights or remedies of Agent and Lenders or any obligations of Indemnitors with respect to Hazardous Materials created or imposed by Environmental Laws (including Agent’s and Lenders’ rights of reimbursement or contribution under any Environmental Law). The remedies in the Indemnity Agreement are cumulative and in addition to all remedies provided by law. (d) Property Borrower represents and warranties that, to its knowledge, (i) the Land has not been designated as “border zone property” under the provisions of California Health and Safety Code Section 25220 et seq. or any regulation adopted in accordance therewith; and (ii) and there has been no occurrence or condition on any real property adjoining or in the vicinity of the Land that is reasonably likely to cause the Land or any part thereof to be designated as border zone property. (e) Each Indemnitor hereby waives and relinquishes to the fullest extent now or hereafter not prohibited by applicable law all suretyship defenses and defenses in the nature thereof, including without limitation any such defenses that may arise under or by reason of California Civil Code Sections 2787 to 2855, inclusive. In addition, the provisions of Section 9.15 Article 17 of the Fourth Omnibus Amendment And Reaffirmation Of Loan Agreement Documents (which is one of the amendments to the Loan Agreement) dated as of even date and the waivers in the Guaranty (as defined in the Loan Agreement) are hereby incorporated herein by reference. This Section is an unconditional and irrevocable waiver of any rights and defenses any Indemnitor may have in the event that the Loan is secured by real property. These rights and defenses include, but are not limited to, any rights or defenses based upon Sections 580a, 580b, 580d, or 726 of the California Code of Civil Procedure.