Common use of Indemnity Agreement Clause in Contracts

Indemnity Agreement. Borrower and Guarantors, each jointly and severally, covenant and agree, at their sole cost and expense, to indemnify, defend (at trial and appellate levels and with attorneys, consultants and experts reasonably acceptable to Lenders) and hold each Indemnified Party harmless against and from any and all liens, damages, losses, liabilities, obligations, settlement payments, penalties, assessments, citations, directives, claims, litigation, demands, defenses, judgments, suits, proceedings, costs, disbursements or expenses of any kind or of any nature whatsoever (including, without limitation, reasonable attorneys’, consultants’ and experts’ fees and disbursements incurred in investigating, defending against, settling or prosecuting any claim, litigation or proceeding) which may at any time be imposed upon, incurred by or asserted or awarded against such Indemnified Party or the Property, and arising directly or indirectly from or out of: (A) the Release or Threat of Release of any Hazardous Substances on, in, under or affecting all or any portion of the Property or any Hazardous Substances migrating to any surrounding areas from the Property, regardless of whether or not caused by or within the control of Borrower or any Guarantor; (B) the existence of any Mold Condition on, in, under or affecting all or any portion of the Property, regardless of whether or not caused by or within the control of Borrower or any Guarantor; (C) the violation of any Environmental Laws relating to or affecting the Property, Borrower or any Guarantor, whether or not caused by or within the control of Borrower or any Guarantor; (D) the failure of Borrower or any Guarantor to comply fully with the terms and conditions of this Agreement or Sections 7.5 (b) and (c), 7.6(b), 7.10 and 8.6 of the Credit Agreement, as if such sections were specifically set forth herein; (E) the violation of any Environmental Laws in connection with other real property of Borrower or any Guarantor which gives or may give rise to any rights whatsoever in any party with respect to the Property by virtue of any Environmental Laws; or (F) the enforcement of this Agreement, including, without limitation, (i) the costs of assessment, containment and/or removal of any and all Hazardous Substances from all or any portion of the Property or any Hazardous Substances migrating to any surrounding areas from the Property, (ii) the costs of assessment, containment, abatement, remediation and/or removal of any Mold Condition from all or any portion of the Property pursuant to or in accordance with any Environmental Law, (iii) the costs of any actions taken in response to a Release or Threat of Release of any Hazardous Substances on, in, under or affecting all or any portion of the Property or any Hazardous Substances migrating to any surrounding areas from the Property to prevent or minimize such Release or Threat of Release so that it does not migrate or otherwise cause or threaten danger to present or future public health, safety, welfare or the environment, (iv) the costs of any actions taken in response to any Mold Condition on, in, under or affecting all or any portion of the Property to prevent or minimize such Mold Condition so that it does not migrate or otherwise cause or threaten danger to present or future public, health, safety, welfare or the environment, and (v) costs incurred to comply with applicable Environmental Laws in connection with all or any portion of the Property or any Hazardous Substances migrating to surrounding areas from the Property; provided, however, nothing contained in this paragraph shall require Borrower or any Guarantor to indemnify, defend or hold any Indemnified Party harmless from any matter, cost or expense arising or resulting solely from such Indemnified Party’s own gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction after the exhaustion of all applicable appeal periods. Nothing herein shall require Borrower or any Guarantor to indemnify, defend or hold any Indemnified Party harmless from any matter, cost or expense relating to a Release or Threat of Release of Hazardous Substances or violation of any Environmental Law or the existence of any Mold Condition first occurring after the Agent, Lenders or their nominee or any purchaser acquires title to the applicable Property by the exercise of its foreclosure remedies or by deed or assignment in lieu of foreclosure. Nothing herein shall be construed for purposes of any Environmental Law as devolving control of the Property or imposing owner or operator status on Agent, any Lender, or any trustee acting on their behalf.

Indemnity Agreement. Borrower Borrower, covenants and Guarantors, each jointly and severally, covenant and agreeagrees, at their its sole cost and expense, to indemnify, defend (at trial and appellate levels and with attorneys, consultants and experts reasonably acceptable to Lendersthe Agent) and hold each Indemnified Party harmless against and from any and all liens, damages, losses, liabilities, obligations, settlement payments, penalties, assessments, citations, directives, claims, litigation, demands, defenses, judgments, suits, proceedings, costs, disbursements or expenses of any kind or of any nature whatsoever (including, without limitation, reasonable attorneys’', consultants’ ' and experts’ ' fees and disbursements incurred in investigating, defending against, settling or prosecuting any claim, litigation or proceeding) which may at any time be imposed upon, incurred by or asserted or awarded against such Indemnified Party or the Property and attributable to events, acts or circumstances first occurring prior to or during the period the Borrower maintains an ownership interest in such Property, and arising directly or indirectly from or out of: (A) the Release or Threat of Release of any Hazardous Substances Materials on, in, under under, from or affecting all or any portion of the Property or any Hazardous Substances migrating to any surrounding areas from the Propertyareas, regardless of whether or not caused by or within the control of Borrower or any GuarantorBorrower; (B) the existence of any Mold Condition on, in, under or affecting all or any portion of the Property, regardless of whether or not caused by or within the control of Borrower or any Guarantor; (C) the violation of any Environmental Laws relating to or affecting the Property, Borrower or any Guarantorthe Borrower, whether or not caused by or within the control of Borrower or any Guarantorthe Borrower; (DC) the failure of the Borrower or any Guarantor to comply fully with the terms and conditions of this Agreement or Sections 7.5 (b) and (c), 7.6(b), 7.10 and 8.6 of the Credit Agreement, as if such sections were specifically set forth herein; (ED) the violation of any Environmental Laws in connection with other real property of the Borrower or any Guarantor which gives or may give rise to any rights whatsoever in any party with respect to the Property by virtue of any Environmental Laws; or (FE) the enforcement of this Agreement, including, without limitation, (i) the costs of assessment, containment and/or removal of any and all Hazardous Substances Materials from all or any portion of the Property or any Hazardous Substances migrating to any surrounding areas from the Propertyaffected thereby, (ii) the costs of assessment, containment, abatement, remediation and/or removal of any Mold Condition from all or any portion of the Property pursuant to or in accordance with any Environmental Law, (iii) the costs of any actions taken in response to a Release or Threat of Release of any Hazardous Substances Materials on, in, under or affecting all or any portion of the Property or any Hazardous Substances migrating to any surrounding areas from the Property affected thereby to prevent or minimize such Release or Threat of Release so that it does not migrate or otherwise cause or threaten danger to present or future public health, safety, welfare or the environment, (iv) the costs of any actions taken in response to any Mold Condition on, in, under or affecting all or any portion of the Property to prevent or minimize such Mold Condition so that it does not migrate or otherwise cause or threaten danger to present or future public, health, safety, welfare or the environment, and (viii) costs incurred to comply with applicable the Environmental Laws in connection with all or any portion of the Property or any Hazardous Substances migrating to surrounding areas from the Property; providedaffected thereby, however, nothing contained in this paragraph except that such indemnity shall require Borrower or not apply to any Guarantor to indemnify, defend or hold any Indemnified Party harmless from any matter, cost or expense arising or resulting solely from such Indemnified Party’s own gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction after the exhaustion of all applicable appeal periods. Nothing herein shall require Borrower or any Guarantor to indemnify, defend or hold any Indemnified Party harmless from any matter, cost or expense relating to a Release or Threat of Release of Hazardous Substances or to any violation of any Environmental Law or the existence of any Mold Condition Laws first occurring after Borrower has been dispossessed of the Agent, Lenders or their nominee or any purchaser acquires title to the applicable Property by the exercise appointment of its a receiver, foreclosure remedies proceedings pursuant to the Security Deed or by deed or assignment a transfer in lieu of such foreclosure. Nothing herein The Agent's, the Lenders' and the other Indemnified Parties' rights under this Agreement shall be construed for purposes of in addition to all rights which they may have under the Security Deed, the Credit Agreement, the Notes, and under any Environmental Law other documents or instruments evidencing, securing or relating to the Loans and LOC Obligations (the Security Deed, the Credit Agreement, the Notes, and such other documents or instruments, as devolving control amended or modified from time to time, being herein referred to as the "Loan Documents"), and payments by Borrower under this Agreement shall not reduce Borrower's obligations and liabilities under any of the Property or imposing owner or operator status on AgentLoan Documents, except for Borrower's environmental indemnity obligations under any Lender, or any trustee acting on their behalfsuch Loan Documents.

Indemnity Agreement. Borrower Indemnitor covenants and Guarantors, each jointly and severally, covenant and agreeagrees, at their its sole cost and expense, to protect, indemnify, save, defend (at trial and appellate levels and with attorneys, consultants and experts selected by Indemnitor and reasonably acceptable to LendersLender) and hold each Indemnified Party harmless against and from any and all liens, damages, losses, liabilities, obligations, settlement payments, penalties, assessments, citations, directives, claims, litigation, demands, defenses, judgments, suits, proceedings, costs, disbursements or expenses of any kind or of any nature whatsoever (including, without limitation, reasonable attorneys’, consultants’ and experts’ fees and disbursements incurred in investigating, defending against, settling or prosecuting any claim, litigation or proceeding) Losses which may at any time be imposed upon, incurred by or asserted or awarded against such Indemnified Party or any Individual Property (except to the Property, extent arising out of the gross negligence or willful misconduct of any Indemnified Party) and arising directly or indirectly from or out of: (A) the Release or Threat of Release of any Hazardous Substances Materials on, in, under or affecting all or any portion of the any Individual Property or any Hazardous Substances migrating to any surrounding areas from the Propertyareas, regardless of whether or not caused by or within the control of Borrower or any GuarantorIndemnitor; (B) the existence Release or Threat of Release of Hazardous Materials at any Mold Condition onother location if the Hazardous Materials were generated, intreated, under stored, transported or affecting all or any portion disposed of the Property, regardless of whether or not caused by or within the control on behalf of Borrower or any GuarantorMortgage Borrower; (C) the material violation of any Environmental Laws relating to or affecting the Property, Borrower any Individual Property or any GuarantorMortgage Borrower, whether or not caused by or within the control of Borrower or any GuarantorIndemnitor; (D) the failure of Borrower or any Guarantor Indemnitor to comply fully with the terms and conditions of this Agreement or Sections 7.5 (b) and (c), 7.6(b), 7.10 and 8.6 of the Credit Agreement, as if such sections were specifically set forth herein; (E) the violation of any Environmental Laws in connection with other real property of Mortgage Borrower or any Guarantor Indemnitor which gives or may give rise to any rights whatsoever in any party with respect to the any Individual Property by virtue of any Environmental Laws; or (F) the enforcement of this Agreement, including, without limitation, (i) the reasonable costs of assessment, containment and/or removal of any and all Hazardous Substances Materials from all or any portion of the any Individual Property or any Hazardous Substances migrating to any surrounding areas from the Propertyadjacent areas, (ii) the costs of assessment, containment, abatement, remediation and/or removal of any Mold Condition from all or any portion of the Property pursuant to or in accordance with any Environmental Law, (iii) the costs of any actions taken in response to a Release or Threat of Release of any Hazardous Substances Materials, on, in, under or affecting all or any portion of the Property any Individual Property, any adjacent areas, or any Hazardous Substances migrating to any surrounding other areas from the Property to prevent or minimize such Release or Threat of Release so that it does not migrate or otherwise cause or threaten danger to present or future public health, safety, welfare or the environment, (iv) the costs of any actions taken in response to any Mold Condition on, in, under or affecting all or any portion of the Property to prevent or minimize such Mold Condition so that it does not migrate or otherwise cause or threaten danger to present or future public, health, safety, welfare or the environment, and (viii) costs incurred to comply with applicable the Environmental Laws in connection with all or any portion of the Property any Individual Property, any adjacent areas, or any other areas for violations first occurring prior to Lender or its nominee acquiring title to the affected Individual Property. Indemnitor’s obligations hereunder are separate and distinct from its obligations under the other Loan Documents, and Lender’s and the other Indemnified Parties’ rights under this Agreement shall be in addition to all rights of Lender under the other Loan Documents. Subject to the limitations herein contained, Indemnitor shall be liable for any and all Losses incurred by the Lender relating to the presence, Release, or Threatened Release of any Hazardous Substances migrating to surrounding areas from Materials on or about any Individual Property as a result of the Property; provided, however, nothing contained in this paragraph shall require acts or negligent omissions of Mortgage Borrower or Indemnitor, or any Guarantor principal, officer, member or partner of Mortgage Borrower or Indemnitor. Indemnitor shall have no obligation to indemnify, defend or hold harmless any Indemnified Party harmless from any matter, cost or expense arising or resulting solely for Losses that result from such Indemnified Party’s own gross negligence or willful misconduct as determined by on or with respect to any Individual Property. If any such action or other proceeding shall be brought against Lender, upon written notice from Indemnitor to Lender (given reasonably promptly following Lender’s notice to Indemnitor of such action or proceeding), Indemnitor shall be entitled to assume the defense thereof, at Indemnitor’s expense, with counsel reasonably acceptable to Lender; provided, however, Lender may, at its own expense, retain separate counsel to participate in such defense, but such participation shall not be deemed to give Lender a final judgment of a court of competent jurisdiction after right to control such defense, which right Indemnitor expressly retains. Notwithstanding the exhaustion of all applicable appeal periods. Nothing herein shall require Borrower or any Guarantor to indemnifyforegoing, defend or hold any each Indemnified Party harmless from any mattershall have the right to employ separate counsel at Indemnitor’s expense if, cost in the reasonable opinion of legal counsel, a conflict or expense relating to a Release or Threat of Release of Hazardous Substances or violation of any Environmental Law or potential conflict exists between the existence of any Mold Condition first occurring after the Agent, Lenders or their nominee or any purchaser acquires title to the applicable Property by the exercise of its foreclosure remedies or by deed or assignment in lieu of foreclosure. Nothing herein shall be construed for purposes of any Environmental Law as devolving control of the Property or imposing owner or operator status on Agent, any Lender, or any trustee acting on their behalfIndemnified Party and Indemnitor that would make such separate representation advisable.

Indemnity Agreement. Borrower Indemnitor covenants and Guarantors, each jointly and severally, covenant and agreeagrees, at their its sole cost and expense, to indemnify, defend (at trial and appellate levels and with attorneys, consultants and experts selected by Indemnitor and reasonably acceptable to LendersLender) and hold each Indemnified Party harmless against and from any and all liens, damages, losses, liabilities, obligations, settlement payments, penalties, assessments, citations, directives, claims, litigation, demands, defenses, judgments, suits, proceedings, costs, disbursements or expenses of any kind or of any nature whatsoever (including, without limitation, but subject to the provisions hereof, reasonable attorneys’, consultants’ and experts’ fees and disbursements reasonably incurred in investigating, defending against, settling or prosecuting any claim, litigation or proceeding) which may at any time be imposed upon, incurred by or asserted or awarded against such Indemnified Party or any Individual Property with respect to events occurring prior to the Propertydate of termination of the Master Lease or Master Lessee’s loss of possession or use thereof, and if earlier, as to the applicable Individual Property arising directly out of any of the following, except, in any such case, to the extent arising out of any acts of Borrower or indirectly from or out ofany Indemnified Party: (A) the Release or Threat of Release of any Hazardous Substances Materials on, in, under or affecting all or any portion of the any Individual Property or any Hazardous Substances migrating to any surrounding areas from the Propertyareas, regardless of whether or not caused by or within the control of Borrower Indemnitor (except as otherwise provided herein) first occurring prior to Lender or any Guarantorits nominee acquiring title to the affected Individual Property by foreclosure, conveyance in lieu thereof or otherwise; (B) the existence Release or Threat of Release of Hazardous Materials at any Mold Condition onother location if the Hazardous Materials were generated, intreated, under stored, transported or affecting all disposed at, of or from any portion Individual Property by or on behalf of the PropertyIndemnitor, regardless of whether or not caused by or within the control of Borrower or any Guarantor; (C) the material violation of any Environmental Laws relating to or affecting the any Individual Property or Indemnitor with respect to activities at any Individual Property, Borrower or any Guarantor, whether or not caused by or within the control of Borrower Indemnitor first occurring prior to Lender or any Guarantorits nominee acquiring title to the affected Individual Property by foreclosure, conveyance in lieu thereof or otherwise; (D) the failure of Borrower or any Guarantor Indemnitor to comply fully with the terms and conditions of this Agreement or Sections 7.5 (b) and (c), 7.6(b), 7.10 and 8.6 of the Credit Agreement, as if such sections were specifically set forth herein; (E) the violation of any Environmental Laws in connection with other real property of Borrower or any Guarantor Indemnitor which gives or may give rise to any rights whatsoever in any party with respect to the any Individual Property by virtue of any Environmental Laws; or (F) the enforcement of this Agreement, including, without limitation, (i) the reasonable costs of assessment, containment and/or removal of any and all Hazardous Substances Materials from all or any portion of the Property or any Hazardous Substances migrating to Individual Property, any surrounding areas from the Propertyadjacent areas, (ii) the costs of assessment, containment, abatement, remediation and/or removal of any Mold Condition from all or any portion of the Property pursuant to or in accordance with any Environmental Law, (iii) the costs of any actions taken in response to a Release or Threat of Release of any Hazardous Substances Materials first occurring prior to Lender or its nominee acquiring title to the affected Individual Property by foreclosure, conveyance in lieu thereof or otherwise on, in, under or affecting all or any portion of the Property any Individual Property, any adjacent areas, or any Hazardous Substances migrating to any surrounding other areas from the Property to prevent or minimize such Release or Threat of Release so that it does not migrate or otherwise cause or threaten danger to present or future public health, safety, welfare or the environment, (iv) the costs of any actions taken in response to any Mold Condition on, in, under or affecting all or any portion of the Property to prevent or minimize such Mold Condition so that it does not migrate or otherwise cause or threaten danger to present or future public, health, safety, welfare or the environment, environment and (viii) costs incurred to comply with applicable the Environmental Laws in connection with all or any portion of the Property any Individual Property, any adjacent areas, or any other areas for violations first occurring prior to Lender or its nominee acquiring title to the affected Individual Property. Indemnitor’s obligations hereunder are separate and distinct from its obligations under the Master Lease and Master Lease Guaranty, as pplicable, and Lender’s and the other Indemnified Parties’ rights under this Agreement shall be in addition to all rights of Lender under the other Loan Documents. Indemnitor shall be liable for any and all losses or damages incurred by the Lender relating to the presence, Release, or Threatened Release of any Hazardous Substances migrating to surrounding areas from Materials on or about any Individual Property as a result of the Property; providedacts or negligent omissions of Indemnitor, however, nothing contained in this paragraph shall require Borrower or any Guarantor principal, officer, member or partner Indemnitor from and after the date hereof, subject to the limitations herein contained. Without limiting the generality of the foregoing, Indemnitor shall have no obligation to indemnify, defend or hold harmless any Indemnified Party harmless for Losses that result from Borrower’s or any matter, cost or expense arising or resulting solely from such Indemnified Party’s own activities on any Individual Property or any such Person’s gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction after the exhaustion of all applicable appeal periods. Nothing herein shall require Borrower or any Guarantor to indemnify, defend or hold any Indemnified Party harmless from any matter, cost or expense relating to a Release or Threat of Release of Hazardous Substances or violation of any Environmental Law or the existence of any Mold Condition first occurring after the Agent, Lenders termination of the Master Lease as to the affected Individual Property or their first occurring after Lender or its nominee or any purchaser acquires title to the applicable affected Individual Property by the exercise of its foreclosure remedies or by deed or assignment foreclosure, conveyance in lieu of foreclosurethereof or otherwise, whichever is earlier. Nothing herein If any such action or other proceeding shall be construed for purposes of any Environmental Law as devolving control of the Property or imposing owner or operator status on Agent, any brought against Lender, upon written notice from Indemnitor to Lender (given reasonably promptly following Lender’s notice to Indemnitor of such action or any trustee acting on their behalfproceeding), Indemnitor shall be entitled to assume the defense thereof, at Indemnitor’s expense, with counsel reasonably acceptable to Lender; provided, however, Lender may, at its own expense, retain separate counsel to participate in such defense, but such participation shall not be deemed to give Lender a right to control such defense, which right Indemnitor expressly retains. Notwithstanding the foregoing, each Indemnified Party shall have the right to employ separate counsel at Indemnitor’s expense if, in the reasonable opinion of legal counsel, a conflict or potential conflict exists between the Indemnified Party and Indemnitor that would make such separate representation advisable.

Indemnity Agreement. Borrower Indemnitor covenants and Guarantors, each jointly and severally, covenant and agreeagrees, at their its sole cost and expense, to indemnify, defend (at trial and appellate levels and with attorneys, consultants and experts selected by Indemnitor and reasonably acceptable to LendersLender) and hold each Indemnified Party harmless against and from any and all liens, damages, losses, liabilities, obligations, settlement payments, penalties, assessments, citations, directives, claims, litigation, demands, defenses, judgments, suits, proceedings, costs, disbursements or expenses of any kind or of any nature whatsoever (including, without limitation, but subject to the provisions hereof, reasonable attorneys’', consultants’ ' and experts’ ' fees and disbursements incurred in investigating, defending against, settling or prosecuting any claim, litigation or proceedingproceeding but excluding any lost profits) which may at any time be imposed upon, incurred by or asserted or awarded against such Indemnified Party or the PropertyProperty and, and arising directly or indirectly from or out of: (A) the Release Release, Storing or Threat of Release of any Hazardous Substances on, Materials in, under on or affecting all or any portion of the Property or any Hazardous Substances migrating to any surrounding areas from the Propertyareas, regardless of whether or not caused by or within the control of Borrower or any GuarantorIndemnitor, first occurring prior to (but need not be discovered prior to) a Termination Event; (B) the existence of any Mold Condition on, in, under or affecting all or any portion of the Property, regardless of whether or not caused by or within the control of Borrower or any Guarantor; (C) the violation of any applicable Environmental Laws relating to or affecting the Property, Borrower Property or any GuarantorBorrower, whether or not caused by or within the control of Borrower or any GuarantorIndemnitor first occurring prior to (but need not be discovered prior to) a Termination Event; (DC) the failure of Borrower or any Guarantor Indemnitor to comply fully with the terms and conditions of this Agreement or Sections 7.5 (b) and (c), 7.6(b), 7.10 and 8.6 of the Credit Agreement, as if such sections were specifically set forth herein; (ED) the violation of any applicable Environmental Laws in connection with other real property of Borrower or any Guarantor Indemnitor which gives or may is reasonably likely to give rise to any rights whatsoever in any party with respect to the Property by virtue of any Environmental Laws; or (FE) the enforcement of this Agreementindemnity, in a commercially reasonable manner, including, without limitation, (i) the costs of assessment, containment and/or removal of any and all Hazardous Substances Materials from all or any portion of the Property or any Hazardous Substances migrating to any surrounding areas from to the Propertyextent such Hazardous Materials existed (but need not have been discovered) at the Property prior to a Termination Event and to the extent required by any applicable Environmental Laws, (ii) the costs of assessment, containment, abatement, remediation and/or removal of any Mold Condition from all or any portion of the Property pursuant to or in accordance with any Environmental Law, (iii) the costs of any actions required under Applicable Laws to be taken in response to a Release Release, Storing or Threat of Release of any Hazardous Substances on, Materials in, under on or affecting all or any portion of the Property or any Hazardous Substances migrating to any surrounding areas from the Property to prevent or minimize such Release Release, Storing or Threat of Release so that it does not migrate or otherwise cause or threaten danger to present or future public health, safety, welfare or the environment, environment to the extent such Hazardous Materials existed (ivbut need not have been discovered) the costs of any actions taken in response to any Mold Condition on, in, under or affecting all or any portion of at the Property prior to prevent or minimize such Mold Condition so that it does not migrate or otherwise cause or threaten danger to present or future public, health, safety, welfare or the environmenta Termination Event, and (viii) costs incurred to comply with applicable Environmental Laws in connection with all or any portion of the Property or (to the extent any Hazardous Substances migrating to condition originating on the Property requires compliance with applicable Environmental Laws in connection with any surrounding areas) with any surrounding areas to the extent Hazardous Materials existed (but need not have been discovered) at the Property prior to a Termination Event. Indemnitor's obligations hereunder are separate and distinct from its obligations under the PropertyLoan Documents, and Lender's and the other Indemnified Parties' rights under this Agreement shall be in addition to all rights of Lender under the Loan Documents. If any such action or other proceeding shall be brought against Lender, upon written notice from Indemnitor to Lender (given reasonably promptly following Lender's notice to Indemnitor of such action or proceeding), Indemnitor shall be entitled to assume the defense thereof, at Indemnitor's expense, with counsel reasonably acceptable to Lender; provided, however, nothing contained Lender may, at its own expense, retain separate counsel to participate in this paragraph such defense, but such participation shall require Borrower or any Guarantor not be deemed to indemnifygive Lender a right to control such defense, defend or hold any which right Indemnitor expressly retains. Notwithstanding the foregoing, each Indemnified Party harmless from shall have the right to employ separate counsel at Indemnitor's expense if, in the reasonable opinion of legal counsel, a conflict or potential conflict exists between the Indemnified Party and Indemnitor and/or the other Indemnified Parties, as the case may be, that would make such separate representation advisable. Notwithstanding the foregoing, Indemnitor shall have no liability under this Agreement if the liens, damages, losses, liabilities, obligations, settlement payments, penalties, assessments, citations, directives, claims, litigation, demands, defenses, judgments, suits, proceedings, costs, disbursements or expenses of any matter, cost kind or expense arising or resulting solely from such Indemnified Party’s own of any nature whatsoever are due to the gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction after the exhaustion of all applicable appeal periods. Nothing herein shall require Borrower or any Guarantor to indemnify, defend or hold any Indemnified Party harmless from any matter, cost or expense relating to a Release or Threat of Release of Hazardous Substances or violation of any Environmental Law or the existence of any Mold Condition first occurring after the Agent, Lenders or their nominee or any purchaser acquires title to the applicable Property by the exercise of its foreclosure remedies or by deed or assignment in lieu of foreclosure. Nothing herein shall be construed for purposes of any Environmental Law as devolving control of the Property or imposing owner or operator status on Agent, any Lender, or any trustee acting on their behalf.

Indemnity Agreement. Borrower Indemnitor covenants and Guarantors, each jointly and severally, covenant and agreeagrees, at their its sole cost and expense, to indemnify, defend (at trial and appellate levels and with attorneys, consultants and experts selected by Indemnitor and reasonably acceptable to LendersLender) and hold harmless each Indemnified Party harmless against and from any and all liens, damages, losses, liabilities, obligations, settlement payments, penalties, assessments, citations, directives, claims, litigation, demands, defenses, judgments, suits, proceedings, costs, disbursements or expenses of any kind or of any nature whatsoever (including, without limitation, but subject to the provisions hereof, reasonable attorneys’, consultants’ and experts’ fees and disbursements incurred in investigating, defending against, settling or prosecuting any claim, litigation or proceeding) which may at any time be imposed upon, incurred by or asserted or awarded against such Indemnified Party or the Property, and any Individual Property arising directly or indirectly from or out of: (A) the Release or Threat of Release of any Hazardous Substances Materials on, in, under under, from or affecting all or any portion of the Property or any Hazardous Substances migrating to any surrounding areas from the Individual Property, regardless of whether or not caused by or within the control of Borrower Borrower, Maryland Loan Guarantor or any GuarantorIndemnitor,; (B) the existence Release or Threat of Release of Hazardous Materials at any Mold Condition onother location if the Hazardous Materials were generated, intreated, under stored, transported or affecting all disposed of by or any portion on behalf of the Property, regardless of whether or not caused by or within the control of Borrower or any Maryland Loan Guarantor; , (C) the violation of any Environmental Laws relating to or affecting the Property, any Individual Property or Borrower or any Maryland Loan Guarantor, whether or not caused by or within the control of Borrower Borrower, Maryland Loan Guarantor or any GuarantorIndemnitor; (D) the failure of Borrower or any Guarantor Indemnitor to comply fully with the terms and conditions of this Agreement or Sections 7.5 (b) and (c), 7.6(b), 7.10 and 8.6 of the Credit Agreement, as if such sections were specifically set forth herein; (E) the violation of any Environmental Laws in connection as a result of actions or omissions of Borrower, Maryland Loan Guarantor and/or Indemnitor with respect to other real property of Borrower Borrower, Maryland Loan Guarantor or any Guarantor Indemnitor which gives or may give rise to any rights whatsoever in any party with respect to the any Individual Property by virtue of any Environmental Laws; or (F) the enforcement of this Agreement, including, without limitation, (i) the costs of assessment, containment and/or removal of any and all Hazardous Substances Materials from all or any portion of the Property or any Hazardous Substances migrating to Individual Property, any surrounding areas from the Propertyor any other areas, (ii) the costs of assessment, containment, abatement, remediation and/or removal of any Mold Condition from all or any portion of the Property pursuant to or in accordance with any Environmental Law, (iii) the costs of any actions taken in response to a Release or Threat of Release of any Hazardous Substances Materials on, in, under or affecting all or any portion of the Property any Individual Property, any surrounding areas, or any Hazardous Substances migrating to any surrounding other areas from the Property to prevent or minimize such Release or Threat of Release so that it does not migrate or otherwise cause or threaten danger to jeopardize the present or future public health, safety, welfare or the environment, (iv) the costs of any actions taken in response to any Mold Condition on, in, under or affecting all or any portion of the Property to prevent or minimize such Mold Condition so that it does not migrate or otherwise cause or threaten danger to present or future public, health, safety, welfare or the environment, environment and (viii) costs incurred to comply with applicable the Environmental Laws in connection with all or any portion of the any Individual Property or any Hazardous Substances migrating to surrounding areas or other areas affected by any Release or Threat of Release in, under or from all or any portion of any Individual Property. Indemnitor’s obligations hereunder are separate and distinct from its obligations under the other Loan Documents, and Lender’s and the other Indemnified Parties’ rights under this Agreement shall be in addition to all rights of Lender under the other Loan Documents. Notwithstanding anything herein to the contrary, the foregoing indemnification shall not apply to any event or condition described in the foregoing clauses (A) and (C) if such event or condition (1) is caused solely by, or results solely from, the gross negligence or willful misconduct of any of the Indemnified Parties or (2) did not occur prior to (x) Lender or its designee taking title the applicable Individual Property, whether by foreclosure, conveyance in lieu thereof or otherwise or (y) Lender or its designee taking possession and control of the applicable Individual Property and excluding Borrower or Maryland Loan Guarantor (as applicable) and Indemnitor from such Individual Property following the occurrence of an Event of Default. Subject to the foregoing, Indemnitor shall be liable for any and all losses or damages incurred by the Lender relating to the presence, Release, or Threatened Release of any Hazardous Materials on or about any Individual Property as a result of the acts or negligent omissions of Borrower, Maryland Loan Guarantor or Indemnitor, or any principal, officer, member or partner of Borrower, Maryland Loan Guarantor or Indemnitor. If any action or other proceeding shall be brought against any Indemnified Party with respect to any matter for which indemnification is required by Indemnitor pursuant to this Agreement, upon written notice from Indemnitor to Lender (given reasonably promptly following Lender’s notice to Indemnitor of such action or proceeding), Indemnitor shall be entitled to assume the defense thereof, at Indemnitor’s expense, with counsel reasonably acceptable to Lender; provided, however, nothing contained Lender may, at its own expense, retain separate counsel to participate in such defense, but such participation shall not be deemed to give Lender a right to control such defense, which right Indemnitor expressly retains. Notwithstanding the foregoing, if any action or proceeding shall be brought against an Indemnified Party with respect to any matter for which indemnification is required by Indemnitor pursuant to this Agreement and the named defendants therein include both Indemnitor and an Indemnified Party, if such Indemnified Party reasonably believes (and advises Indemnitor in writing as such) that there are legal defenses available to it that are different from or in addition to those available to Indemnitor or that there otherwise exists a conflict or potential conflict between Indemnitor and such Indemnified Party that makes separate representation advisable, then such Indemnified Party shall have the right, at the sole cost and expense of Indemnitor, to engage a separate counsel in any such action and to participate in the defense thereof. Notwithstanding the foregoing, Lender and the other Indemnified Parties agree to seek recovery against Indemnitor for losses for which they are indemnified under this Agreement only after a claim for such losses has been filed under any Environmental Insurance Policy then in full force and effect which covers such losses and Lender has received any written communication from the insurer rejecting such claim. Notwithstanding anything to the contrary in this paragraph Agreement, in no event shall require Borrower or any Guarantor to indemnify, defend or hold any Indemnified Party harmless from any matter, cost or expense arising or resulting solely from such Indemnified Party’s own gross negligence or willful misconduct as determined by a final judgment the liability of a court Indemnitor under this Agreement exceed an aggregate amount of competent jurisdiction after the exhaustion of all applicable appeal periods. Nothing herein shall require Borrower or any Guarantor to indemnify, defend or hold any Indemnified Party harmless from any matter, cost or expense relating to a Release or Threat of Release of Hazardous Substances or violation of any Environmental Law or the existence of any Mold Condition first occurring after the Agent, Lenders or their nominee or any purchaser acquires title to the applicable Property by the exercise of its foreclosure remedies or by deed or assignment in lieu of foreclosure. Nothing herein shall be construed for purposes of any Environmental Law as devolving control of the Property or imposing owner or operator status on Agent, any Lender, or any trustee acting on their behalfFifteen Million Dollars ($15,000,000.00).

Indemnity Agreement. Borrower Indemnitor covenants and Guarantors, each jointly and severally, covenant and agreeagrees, at their its sole cost and expense, to indemnify, defend (at trial and appellate levels and with attorneys, consultants and experts selected by Indemnitor and reasonably acceptable to LendersMezzanine Lender) and hold each Indemnified Party harmless against and from any and all liens, damages, losses, liabilities, obligations, settlement payments, penalties, assessments, citations, directives, claims, litigation, demands, defenses, judgments, suits, proceedings, costs, disbursements or expenses of any kind or of any nature whatsoever (including, without limitation, but subject to the provisions hereof, reasonable attorneys’, consultants’ and experts’ fees and disbursements reasonably incurred in investigating, defending against, settling or prosecuting any claim, litigation or proceeding) which may at any time be imposed upon, incurred by or asserted or awarded against such Indemnified Party or any Individual Property with respect to events occurring prior to the Propertydate of termination of the Master Lease or Master Lessee’s loss of possession or use thereof, and if earlier, as to the applicable Individual Property arising directly out of any of the following, except, in any such case, to the extent arising out of any acts of Mezzanine Borrower, Borrower Subsidiary, Mortgage Lender, any Senior Mezzanine Lender or indirectly from or out ofany Indemnified Party: (A) the Release or Threat of Release of any Hazardous Substances Materials on, in, under or affecting all or any portion of the any Individual Property or any Hazardous Substances migrating to any surrounding areas from the Propertyareas, regardless of whether or not caused by or within the control of Borrower Indemnitor (except as otherwise provided herein) first occurring prior to the earliest of Mortgage Lender or any Guarantorits nominee acquiring title to the affected Individual Property by foreclosure, conveyance in lieu thereof or otherwise, Senior Mezzanine Lender acquiring title to the Senior Mezzanine Loan Collateral by foreclosure, conveyance in lieu thereof, or otherwise, and Mezzanine Lender or its nominee acquiring title to the Collateral by foreclosure, conveyance in lieu thereof or otherwise; (B) the existence Release or Threat of Release of Hazardous Materials at any Mold Condition onother location if the Hazardous Materials were generated, intreated, under stored, transported or affecting all disposed at, of or from any portion Individual Property by or on behalf of the PropertyIndemnitor, regardless of whether or not caused by or within the control of Borrower or any Guarantor; (C) the material violation of any Environmental Laws relating to or affecting the any Individual Property or Indemnitor with respect to activities at any Individual Property, Borrower or any Guarantor, whether or not caused by or within the control of Borrower Indemnitor first occurring prior to the earliest of Mortgage Lender or any Guarantorits nominee acquiring title to the affected Individual Property by foreclosure, conveyance in lieu thereof or otherwise, Senior Mezzanine Lender acquiring title to the Senior Mezzanine Loan Collateral by foreclosure, conveyance in lieu thereof, or otherwise, and the Mezzanine Lender or its nominee acquiring title to the Collateral by foreclosure, conveyance in lieu thereof or otherwise; (D) the failure of Borrower or any Guarantor Indemnitor to comply fully with the terms and conditions of this Agreement or Sections 7.5 (b) and (c), 7.6(b), 7.10 and 8.6 of the Credit Agreement, as if such sections were specifically set forth herein; (E) the violation of any Environmental Laws in connection with other real property of Borrower or any Guarantor Indemnitor which gives or may give rise to any rights whatsoever in any party with respect to the any Individual Property by virtue of any Environmental Laws; or (F) the enforcement of this Agreement, including, without limitation, (i) the reasonable costs of assessment, containment and/or removal of any and all Hazardous Substances Materials from all or any portion of the Property or any Hazardous Substances migrating to Individual Property, any surrounding areas from the Propertyadjacent areas, (ii) the costs of assessment, containment, abatement, remediation and/or removal of any Mold Condition from all or any portion of the Property pursuant to or in accordance with any Environmental Law, (iii) the costs of any actions taken in response to a Release or Threat of Release of any Hazardous Substances Materials first occurring prior to the earlier of Mortgage Lender or its nominee acquiring title to the affected Individual Property by foreclosure, conveyance in lieu thereof or otherwise and Mezzanine Lender or its nominee or any Senior Mezzanine Lender or its nominee acquiring title to the affected Individual Property by foreclosure, conveyance in lieu thereof or otherwise on, in, under or affecting all or any portion of the Property any Individual Property, any adjacent areas, or any Hazardous Substances migrating to any surrounding other areas from the Property to prevent or minimize such Release or Threat of Release so that it does not migrate or otherwise cause or threaten danger to present or future public health, safety, welfare or the environment, (iv) the costs of any actions taken in response to any Mold Condition on, in, under or affecting all or any portion of the Property to prevent or minimize such Mold Condition so that it does not migrate or otherwise cause or threaten danger to present or future public, health, safety, welfare or the environment, environment and (viii) costs incurred to comply with applicable the Environmental Laws in connection with all or any portion of the Property any Individual Property, any adjacent areas, or any Hazardous Substances migrating other areas for violations first occurring prior to surrounding areas from the Property; providedearlier of Mortgage Lender or its nominee acquiring title to the affected Individual Property by foreclosure, however, nothing contained conveyance in this paragraph shall require Borrower lieu thereof or otherwise and Mezzanine Lender or its nominee or any Guarantor Senior Mezzanine Lender or its nominee acquiring title to the affected Individual Property. Indemnitor’s obligations hereunder are separate and distinct from its obligations under the Master Lease and Master Lease Guaranty, as applicable, and Mezzanine Lender’s and the other Indemnified Parties’ rights under this Agreement shall be in addition to all rights of Mezzanine Lender under the other Mezzanine Loan Documents. Indemnitor shall be liable for any and all losses or damages incurred by the Mezzanine Lender relating to the presence, Release, or Threatened Release of any Hazardous Materials on or about any Individual Property as a result of the acts or negligent omissions of Indemnitor or any principal, officer, member or partner of Indemnitor from and after the date hereof, subject to the limitations herein contained. Without limiting the generality of the foregoing, Indemnitor shall have no obligation to indemnify, defend or hold harmless any Indemnified Party harmless for Losses that result from Mezzanine Borrower’s, Mortgage Borrower’s or any matter, cost or expense arising or resulting solely from such Indemnified Party’s own activities on any Individual Property or any such Person’s gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction after the exhaustion of all applicable appeal periods. Nothing herein shall require Borrower or any Guarantor to indemnify, defend or hold any Indemnified Party harmless from any matter, cost or expense relating to a Release or Threat of Release of Hazardous Substances or violation of any Environmental Law or the existence of any Mold Condition first occurring after the Agent, Lenders termination of the Master Lease as to the affected Individual Property or their first occurring after Mortgage Lender or its nominee or any purchaser acquires title to the applicable affected Individual Property by the exercise of its foreclosure remedies or by deed or assignment foreclosure, conveyance in lieu of thereof or otherwise, Senior Mezzanine Lender acquires title to the Senior Mezzanine Loan Collateral by foreclosure, conveyance in lieu thereof, or otherwise, or Mezzanine Lender or its nominee acquires title to the Collateral by foreclosure, conveyance in lieu thereof or otherwise, whichever is earliest. Nothing herein If any such action or other proceeding shall be construed for purposes of any Environmental Law as devolving control of the Property or imposing owner or operator status on Agent, any brought against Mezzanine Lender, upon written notice from Indemnitor to Mezzanine Lender (given reasonably promptly following Mezzanine Lender’s notice to Indemnitor of such action or any trustee acting on their behalfproceeding), Indemnitor shall be entitled to assume the defense thereof, at Indemnitor’s expense, with counsel reasonably acceptable to Mezzanine Lender; provided, however, Mezzanine Lender may, at its own expense, retain separate counsel to participate in such defense, but such participation shall not be deemed to give Mezzanine Lender a right to control such defense, which right Indemnitor expressly retains. Notwithstanding the foregoing, each Indemnified Party shall have the right to employ separate counsel at Indemnitor’s expense if, in the reasonable opinion of legal counsel, a conflict or potential conflict exists between the Indemnified Party and Indemnitor that would make such separate representation advisable.

Indemnity Agreement. Borrower and GuarantorsTo the greatest extent allowed by law, each jointly and severally, covenant and agree, at their sole cost and expense, to Tenant shall indemnify, defend (at trial and appellate levels and with attorneysdefend, consultants and experts reasonably acceptable to Lenders) protect and hold each Indemnified Party Landlord and the property of Landlord, including the Premises, free and harmless against and from any and all liensliability, claims, losses, damages, losses, liabilities, obligations, settlement payments, penalties, assessments, citations, directives, claims, litigationactions, demands, defenses, judgments, suits, proceedings, costs, disbursements costs or expenses of any kind or of any nature whatsoever (including, without limitation, reasonable attorneys’, consultants’ and experts’ ' fees and disbursements incurred in investigating, defending against, settling or prosecuting any claim, litigation or proceedinggood faith) which may at any time be imposed upon, incurred by or asserted or awarded against such Indemnified Party or the Property, and arising directly or indirectly from or out of: (A) the Release or Threat of Release of any Hazardous Substances on, in, under or affecting all or any portion of the Property or any Hazardous Substances migrating to any surrounding areas from the Property, regardless of whether or not caused by or within the control of Borrower or any Guarantor; (B) the existence of any Mold Condition on, in, under or affecting all or any portion of the Property, regardless of whether or not caused by or within the control of Borrower or any Guarantor; (C) the violation of any Environmental Laws relating to or affecting the Property, Borrower or any Guarantor, whether or not caused by or within the control of Borrower or any Guarantor; (D) the failure of Borrower or any Guarantor to comply fully with the terms and conditions of this Agreement or Sections 7.5 (b) and (c), 7.6(b), 7.10 and 8.6 of the Credit Agreement, as if such sections were specifically set forth herein; (E) the violation of any Environmental Laws in connection with other real property of Borrower or any Guarantor which gives or may give rise to any rights whatsoever in any party with respect to the Property by virtue of any Environmental Laws; or (F) the enforcement of this Agreement, including, without limitation, (i) the costs of assessment, containment and/or removal of any and all Hazardous Substances from all Tenant's occupation or any portion use of the Property or Premises, including any Hazardous Substances migrating to any surrounding areas from the Propertyimprovements thereto, (ii) the costs of assessment, containment, abatement, remediation and/or removal of any Mold Condition from all Tenant's business or any portion of the Property pursuant to or in accordance with any Environmental Lawoperations, (iii) any activity on or about the costs of any actions taken in response to a Release Premises by Tenant or Threat of Release of any Hazardous Substances onits agents, inemployees, under contractors or affecting all guests, or any portion of the Property or any Hazardous Substances migrating to any surrounding areas from the Property to prevent or minimize such Release or Threat of Release so that it does not migrate or otherwise cause or threaten danger to present or future public health, safety, welfare or the environment, (iv) the costs Tenant's failure to perform any term, condition or covenant of any actions taken in response to any Mold Condition on, in, under this Lease or affecting all or any portion of the Property to prevent or minimize such Mold Condition so that it does not migrate or otherwise cause or threaten danger to present or future public, health, safety, welfare or the environment, and (v) costs incurred to comply with applicable Environmental Laws any requirement of law or regulation. Tenant's obligations set forth above include (without limitation) the obligation to indemnify, defend, protect and hold harmless Landlord and its property from liabilities, claims, losses, damages, actions, costs and expenses arising from Landlord's own negligence or misconduct, except that (anything above to the contrary notwithstanding) Tenant shall not be liable for or in connection with all or any portion of the Property or any Hazardous Substances migrating to surrounding areas from the Property; providedliability, howeverclaim, nothing contained in this paragraph shall require Borrower or any Guarantor to indemnifyloss, defend or hold any Indemnified Party harmless from any matterdamage, action, demand, cost or expense to the extent arising directly from the negligence, intentional misconduct, breach of this Lease or violation of law by or of Landlord or any of its agents, employees or servants. Notwithstanding any provision in this Lease to the contrary, the obligations of Tenant under this Section 7.1 shall survive the-expiration or any earlier termination of this Lease with respect to any act or omission occurring, or alleged to have occurred, during the term of this Lease. In addition, Tenant, as a material part of the consideration for this Lease, hereby waives all claims against Landlord for damage to goods, wares, merchandise, furniture, fixtures, equipment or any other property in, upon, or about the Premises and for injuries to or death to any person in, on or about the Premises, from any cause arising at any time; provided, that this shall not apply to any damage or injury resulting solely from such Indemnified Party’s own gross Landlord's active negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction after the exhaustion of all applicable appeal periods. Nothing herein shall require Borrower or any Guarantor to indemnify, defend or hold any Indemnified Party harmless from any matter, cost or expense relating to a Release or Threat of Release of Hazardous Substances or violation of any Environmental Law or the existence of any Mold Condition first occurring after the Agent, Lenders or their nominee or any purchaser acquires title to the applicable Property by the exercise of its foreclosure remedies or by deed or assignment in lieu of foreclosure. Nothing herein shall be construed for purposes of any Environmental Law as devolving control of the Property or imposing owner or operator status on Agent, any Lender, or any trustee acting on their behalfmisconduct.

Indemnity Agreement. Borrower and GuarantorsGuarantor, each jointly and severally, covenant and agree, at their sole cost and expense, to indemnify, defend (at trial and appellate levels and with attorneys, consultants and experts reasonably acceptable to Lenders) and hold each Indemnified Party harmless against and from any and all liens, damages, losses, liabilities, obligations, settlement payments, penalties, assessments, citations, directives, claims, litigation, demands, defenses, judgments, suits, proceedings, costs, disbursements or expenses of any kind or of any nature whatsoever (including, without limitation, reasonable attorneys’', consultants’ ' and experts’ ' fees and disbursements incurred in investigating, defending against, settling or prosecuting any claim, litigation or proceeding) which may at any time be imposed upon, incurred by or asserted or awarded against such Indemnified Party or the PropertyProperty and, and arising directly or indirectly from or out of: (A) the Release or Threat of Release of any Hazardous Substances Materials on, in, under or affecting all or any portion of the Property or any Hazardous Substances migrating to any surrounding areas from the Propertyareas, regardless of whether or not caused by or within the control of Borrower or any GuarantorBorrower, first occurring prior to the payment in full of the "Obligations" (as defined in the Loan Agreement); (B) the existence of any Mold Condition on, in, under or affecting all or any portion of the Property, regardless of whether or not caused by or within the control of Borrower or any Guarantor; (C) the violation of any Environmental Laws relating to or affecting the Property, Borrower Property or any Guarantorthe Borrower, whether or not caused by or within the control of Borrower or any GuarantorBorrower, first occurring prior to the payment in full of the "Obligations" (as defined in the Loan Agreement); (DC) the failure of Borrower or any Guarantor to comply fully with the terms and conditions of this Agreement or Sections 7.5 (b) and (c), 7.6(b), 7.10 and 8.6 of the Credit Agreement, as if such sections were specifically set forth herein; (ED) the violation of any Environmental Laws in connection with other real property of Borrower or any Guarantor which gives or may give rise to any rights whatsoever in any party with respect to the Property by virtue of any Environmental Laws, first occurring prior to the payment in full of the "Obligations" (as defined in the Loan Agreement); or (FE) the enforcement of this Agreement, including, without limitation, (i) the costs of assessment, containment and/or removal of any and all Hazardous Substances Materials from all or any portion of the Property or any Hazardous Substances migrating to any surrounding areas from the Propertyareas, (ii) the costs of assessment, containment, abatement, remediation and/or removal of any Mold Condition from all or any portion of the Property pursuant to or in accordance with any Environmental Law, (iii) the costs of any actions taken in response to a Release or Threat of Release of any Hazardous Substances Materials on, in, under or affecting all or any portion of the Property or any Hazardous Substances migrating to any surrounding areas from the Property to prevent or minimize such Release or Threat of Release so that it does not migrate or otherwise cause or threaten danger to present or future public health, safety, welfare or the environment, (iv) the costs of any actions taken in response to any Mold Condition on, in, under or affecting all or any portion of the Property to prevent or minimize such Mold Condition so that it does not migrate or otherwise cause or threaten danger to present or future public, health, safety, welfare or the environment, and (viii) costs incurred to comply with applicable the Environmental Laws in connection with all or any portion of the Property or any Hazardous Substances migrating surrounding areas. Borrower's and Guarantor's obligations hereunder are separate and distinct from Borrower's and Guarantor's obligations under the "Loan Documents" (as hereinafter defined), and Lenders' and the other Indemnified Parties' rights under this Agreement shall be in addition to surrounding areas all rights of Agent and Lenders under the Security Deed, the Note, the Loan Agreement, that certain Indemnity and Guaranty Agreement dated of even date herewith made by Guarantor in favor of Lenders (the "Guaranty") and under any other documents or instruments evidencing, securing or relating to the Loan (the Security Deed, the Note, the Loan Agreement, the Guaranty and such other documents or instruments, as amended or modified from time to time, being herein referred to as the Property; provided"Loan Documents"), however, nothing contained in this paragraph shall require and payments by Borrower or Guarantor under this Agreement shall not reduce Borrower's or Guarantor's obligations and liabilities under any Guarantor to indemnify, defend or hold any Indemnified Party harmless from any matter, cost or expense arising or resulting solely from such Indemnified Party’s own gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction after the exhaustion of all applicable appeal periods. Nothing herein shall require Borrower or any Guarantor to indemnify, defend or hold any Indemnified Party harmless from any matter, cost or expense relating to a Release or Threat of Release of Hazardous Substances or violation of any Environmental Law or the existence of any Mold Condition first occurring after the Agent, Lenders or their nominee or any purchaser acquires title to the applicable Property by the exercise of its foreclosure remedies or by deed or assignment in lieu of foreclosure. Nothing herein shall be construed for purposes of any Environmental Law as devolving control of the Property or imposing owner or operator status on Agent, any Lender, or any trustee acting on their behalfLoan Documents.

Indemnity Agreement. Borrower and Guarantors, each jointly and ------------------- severally, covenant and agree, at their sole cost and expense, to indemnify, defend (at trial and appellate levels and with attorneys, consultants and experts reasonably acceptable to Lenders) and hold each Indemnified Party harmless against and from any and all liens, damages, losses, liabilities, obligations, settlement payments, penalties, assessments, citations, directives, claims, litigation, demands, defenses, judgments, suits, proceedings, costs, disbursements or expenses of any kind or of any nature whatsoever (including, without limitation, reasonable attorneys’', consultants’ ' and experts’ ' fees and disbursements incurred in investigating, defending against, settling or prosecuting any claim, litigation or proceeding) which may at any time be imposed upon, incurred by or asserted or awarded against such Indemnified Party or the PropertyProperty and, and arising directly or indirectly from or out of: (A) the Release or Threat of Release of any Hazardous Substances Materials on, in, under or affecting all or any portion of the Property or any Hazardous Substances migrating to any surrounding areas from the Propertyareas, regardless of whether or not caused by or within the control of Borrower or any Guarantor; (B) the existence of any Mold Condition on, in, under or affecting all or any portion of the Property, regardless of whether or not caused by or within the control of Borrower or any Guarantor; (C) the violation of any Environmental Laws relating to or affecting the Property, the Borrower or any Guarantor, whether or not caused by or within the control of Borrower or any Guarantor; (DC) the failure of Borrower or any Guarantor to comply fully with the terms and conditions of this Agreement or Sections 7.5 (b6.18, 7.5(b) and (c), 7.6(b), 7.10 and or 8.6 of the Credit Loan Agreement, as if such sections were specifically set forth herein; (ED) the violation of any Environmental Laws in connection with other real property of Borrower or any Guarantor which gives or may give rise to any rights whatsoever in any party with respect to the Property by virtue of any Environmental Laws; or (FE) the enforcement of this Agreement, including, without limitation, (i) the costs of assessment, containment and/or removal of any and all Hazardous Substances Materials from all or any portion of the Property or any Hazardous Substances migrating to any surrounding areas from the Propertyareas, (ii) the costs of assessment, containment, abatement, remediation and/or removal of any Mold Condition from all or any portion of the Property pursuant to or in accordance with any Environmental Law, (iii) the costs of any actions taken in response to a Release or Threat of Release of any Hazardous Substances Materials on, in, under or affecting all or any portion of the Property or any Hazardous Substances migrating to any surrounding areas from the Property to prevent or minimize such Release or Threat of Release so that it does not migrate or otherwise cause or threaten danger to present or future public health, safety, welfare or the environment, (iv) the costs of any actions taken in response to any Mold Condition on, in, under or affecting all or any portion of the Property to prevent or minimize such Mold Condition so that it does not migrate or otherwise cause or threaten danger to present or future public, health, safety, welfare or the environment, and (viii) costs incurred to comply with applicable the Environmental Laws in connection with all or any portion of the Property or any Hazardous Substances migrating to surrounding areas from the Propertyareas; provided, however, nothing contained in this paragraph shall require Borrower or any Guarantor Guarantors to indemnify, defend or hold indemnify any Indemnified Party harmless from any matter, cost or expense arising or resulting solely from such Indemnified Party’s 's own gross negligence or willful misconduct misconduct. Borrower's and Guarantors' obligations hereunder are separate and distinct from Borrower's and Guarantors' obligations under the "Loan Documents" (as determined hereinafter defined), and Lenders', Agent's and the other Indemnified Parties' rights under this Agreement shall be in addition to all rights of Agent and Lenders under the Mortgages, the Note, the Loan Agreement, that certain Unconditional Guaranty of Payment and Performance (the "Guaranty") given to Lenders and Agent by a final judgment Guarantors in connection with the Loan and under any other documents or instruments evidencing, securing or relating to the Loan (the Mortgages, the Note, the Loan Agreement, the Guaranty and such other documents or instruments, as amended or modified from time to time, being herein referred to as the "Loan Documents"), and payments by Borrower or any Guarantor under this Agreement shall not reduce Borrower's obligations and liabilities under any of a court of competent jurisdiction after the exhaustion of all applicable appeal periodsLoan Documents. Nothing herein shall require Borrower or any Guarantor Guarantors to indemnify, defend or hold indemnify any Indemnified Party harmless from any matter, cost or expense relating to a Release or Threat of Release of Hazardous Substances or violation of any Environmental Law or the existence of any Mold Condition first occurring after the Agent, Lenders Lender or their its nominee or any purchaser acquires title to the applicable Property by the exercise of its foreclosure remedies or by deed or assignment in lieu of foreclosure. Nothing herein shall be construed for purposes of any Environmental Law as devolving control of the Property or imposing owner or operator status on Agent, any Lender, or any trustee acting on their behalf.

Indemnity Agreement. Borrower Indemnitor covenants and Guarantors, each jointly and severally, covenant and agreeagrees, at their its sole cost and expense, to indemnify, defend (at trial and appellate levels and with attorneys, consultants and experts selected by Indemnitor and reasonably acceptable to LendersMezzanine Lender) and hold each Indemnified Party harmless against and from any and all liens, damages, losses, liabilities, obligations, settlement payments, penalties, assessments, citations, directives, claims, litigation, demands, defenses, judgments, suits, proceedings, costs, disbursements or expenses of any kind or of any nature whatsoever (including, without limitation, but subject to the provisions hereof, reasonable attorneys’, consultants’ and experts’ fees and disbursements reasonably incurred in investigating, defending against, settling or prosecuting any claim, litigation or proceeding) which may at any time be imposed upon, incurred by or asserted or awarded against such Indemnified Party or any Individual Property with respect to events occurring prior to the Propertydate of termination of the Master Lease or Master Lessee’s loss of possession or use thereof, and if earlier, as to the applicable Individual Property arising directly out of any of the following, except, in any such case, to the extent arising out of any acts of Mezzanine Borrower, Mortgage Borrower, Mortgage Lender, or indirectly from or out ofany Indemnified Party: (A) the Release or Threat of Release of any Hazardous Substances Materials on, in, under or affecting all or any portion of the any Individual Property or any Hazardous Substances migrating to any surrounding areas from the Propertyareas, regardless of whether or not caused by or within the control of Borrower Indemnitor (except as otherwise provided herein) first occurring prior to the earlier of Mortgage Lender or any Guarantorits nominee acquiring title to the affected Individual Property by foreclosure, conveyance in lieu thereof or otherwise and Mezzanine Lender or its nominee acquiring title to the Collateral by foreclosure, conveyance in lieu thereof or otherwise; (B) the existence Release or Threat of Release of Hazardous Materials at any Mold Condition onother location if the Hazardous Materials were generated, intreated, under stored, transported or affecting all disposed at, of or from any portion Individual Property by or on behalf of the PropertyIndemnitor, regardless of whether or not caused by or within the control of Borrower or any Guarantor; (C) the material violation of any Environmental Laws relating to or affecting the any Individual Property or Indemnitor with respect to activities at any Individual Property, Borrower or any Guarantor, whether or not caused by or within the control of Borrower Indemnitor first occurring prior to the earlier of Mortgage Lender or any Guarantorits nominee acquiring title to the affected Individual Property by foreclosure, conveyance in lieu thereof or otherwise and the Mezzanine Lender or its nominee acquiring title to the Collateral by foreclosure, conveyance in lieu thereof or otherwise; (D) the failure of Borrower or any Guarantor Indemnitor to comply fully with the terms and conditions of this Agreement or Sections 7.5 (b) and (c), 7.6(b), 7.10 and 8.6 of the Credit Agreement, as if such sections were specifically set forth herein; (E) the violation of any Environmental Laws in connection with other real property of Borrower or any Guarantor Indemnitor which gives or may give rise to any rights whatsoever in any party with respect to the any Individual Property by virtue of any Environmental Laws; or (F) the enforcement of this Agreement, including, without limitation, (i) the reasonable costs of assessment, containment and/or removal of any and all Hazardous Substances Materials from all or any portion of the Property or any Hazardous Substances migrating to Individual Property, any surrounding areas from the Propertyadjacent areas, (ii) the costs of assessment, containment, abatement, remediation and/or removal of any Mold Condition from all or any portion of the Property pursuant to or in accordance with any Environmental Law, (iii) the costs of any actions taken in response to a Release or Threat of Release of any Hazardous Substances Materials first occurring prior to the earlier of Mortgage Lender or its nominee acquiring title to the affected Individual Property by foreclosure, conveyance in lieu thereof or otherwise and Mezzanine Lender or its nominee acquiring title to the affected Individual Property by foreclosure, conveyance in lieu thereof or otherwise on, in, under or affecting all or any portion of the Property any Individual Property, any adjacent areas, or any Hazardous Substances migrating to any surrounding other areas from the Property to prevent or minimize such Release or Threat of Release so that it does not migrate or otherwise cause or threaten danger to present or future public health, safety, welfare or the environment, (iv) the costs of any actions taken in response to any Mold Condition on, in, under or affecting all or any portion of the Property to prevent or minimize such Mold Condition so that it does not migrate or otherwise cause or threaten danger to present or future public, health, safety, welfare or the environment, environment and (viii) costs incurred to comply with applicable the Environmental Laws in connection with all or any portion of the Property any Individual Property, any adjacent areas, or any other areas for violations first occurring prior to the earlier of Mortgage Lender or its nominee acquiring title to the affected Individual Property by foreclosure, conveyance in lieu thereof or otherwise and Mezzanine Lender or its nominee acquiring title to the affected Individual Property. Indemnitor’s obligations hereunder are separate and distinct from its obligations under the Master Lease and Master Lease Guaranty, as applicable, and Mezzanine Lender’s and the other Indemnified Parties’ rights under this Agreement shall be in addition to all rights of Mezzanine Lender under the other Mezzanine Loan Documents. Indemnitor shall be liable for any and all losses or damages incurred by the Mezzanine Lender relating to the presence, Release, or Threatened Release of any Hazardous Substances migrating to surrounding areas from Materials on or about any Individual Property as a result of the Property; provided, however, nothing contained in this paragraph shall require Borrower acts or negligent omissions of Indemnitor or any Guarantor principal, officer, member or partner of Indemnitor from and after the date hereof, subject to the limitations herein contained. Without limiting the generality of the foregoing, Indemnitor shall have no obligation to indemnify, defend or hold harmless any Indemnified Party harmless for Losses that result from Mezzanine Borrower’s, Mortgage Borrower’s or any matter, cost or expense arising or resulting solely from such Indemnified Party’s own activities on any Individual Property or any such Person’s gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction after the exhaustion of all applicable appeal periods. Nothing herein shall require Borrower or any Guarantor to indemnify, defend or hold any Indemnified Party harmless from any matter, cost or expense relating to a Release or Threat of Release of Hazardous Substances or violation of any Environmental Law or the existence of any Mold Condition first occurring after the Agent, Lenders termination of the Master Lease as to the affected Individual Property or their first occurring after Mortgage Lender or its nominee or any purchaser acquires title to the applicable affected Individual Property by the exercise of its foreclosure remedies or by deed or assignment foreclosure, conveyance in lieu of thereof or otherwise or Mezzanine Lender or its nominee acquires title to the Collateral by foreclosure, conveyance in lieu thereof or otherwise, whichever is earlier. Nothing herein If any such action or other proceeding shall be construed for purposes of any Environmental Law as devolving control of the Property or imposing owner or operator status on Agent, any brought against Mezzanine Lender, upon written notice from Indemnitor to Mezzanine Lender (given reasonably promptly following Mezzanine Lender’s notice to Indemnitor of such action or any trustee acting on their behalfproceeding), Indemnitor shall be entitled to assume the defense thereof, at Indemnitor’s expense, with counsel reasonably acceptable to Mezzanine Lender; provided, however, Mezzanine Lender may, at its own expense, retain separate counsel to participate in such defense, but such participation shall not be deemed to give Mezzanine Lender a right to control such defense, which right Indemnitor expressly retains. Notwithstanding the foregoing, each Indemnified Party shall have the right to employ separate counsel at Indemnitor’s expense if, in the reasonable opinion of legal counsel, a conflict or potential conflict exists between the Indemnified Party and Indemnitor that would make such separate representation advisable.

Indemnity Agreement. Borrower Indemnitor covenants and Guarantors, each jointly and severally, covenant and agreeagrees, at their its sole cost and expense, to indemnify, defend (at trial and appellate levels and with attorneys, consultants and experts selected by Indemnitor and reasonably acceptable to LendersMezzanine Lender) and hold each Indemnified Party harmless against and from any and all liens, damages, losses, liabilities, obligations, settlement payments, penalties, assessments, citations, directives, claims, litigation, demands, defenses, judgments, suits, proceedings, costs, disbursements or expenses of any kind or of any nature whatsoever (including, without limitation, but subject to the provisions hereof, reasonable attorneys’, consultants’ and experts’ fees and disbursements reasonably incurred in investigating, defending against, settling or prosecuting any claim, litigation or proceeding) which may at any time be imposed upon, incurred by or asserted or awarded against such Indemnified Party or any Individual Property with respect to events occurring prior to the Propertydate of termination of the Master Lease or Master Lessee’s loss of possession or use thereof, and if earlier, as to the applicable Individual Property arising directly out of any of the following, except, in any such case, to the extent arising out of any acts of Mezzanine Borrower, Borrower Subsidiary, Mortgage Lender, Senior Mezzanine Lender, or indirectly from or out ofany Indemnified Party: (A) the Release or Threat of Release of any Hazardous Substances Materials on, in, under or affecting all or any portion of the any Individual Property or any Hazardous Substances migrating to any surrounding areas from the Propertyareas, regardless of whether or not caused by or within the control of Borrower Indemnitor (except as otherwise provided herein) first occurring prior to the earliest of Mortgage Lender or any Guarantorits nominee acquiring title to the affected Individual Property by foreclosure, conveyance in lieu thereof or otherwise, Senior Mezzanine Lender acquiring title to the Senior Mezzanine Loan Collateral by foreclosure, conveyance in lieu or otherwise, and Mezzanine Lender or its nominee acquiring title to the Collateral by foreclosure, conveyance in lieu thereof or otherwise; (B) the existence Release or Threat of Release of Hazardous Materials at any Mold Condition onother location if the Hazardous Materials were generated, intreated, under stored, transported or affecting all disposed at, of or from any portion Individual Property by or on behalf of the PropertyIndemnitor, regardless of whether or not caused by or within the control of Borrower or any Guarantor; (C) the material violation of any Environmental Laws relating to or affecting the any Individual Property or Indemnitor with respect to activities at any Individual Property, Borrower or any Guarantor, whether or not caused by or within the control of Borrower Indemnitor first occurring prior to the earliest of Mortgage Lender or any Guarantorits nominee acquiring title to the affected Individual Property by foreclosure, conveyance in lieu thereof or otherwise, Senior Mezzanine Lender acquiring title to the Senior Mezzanine Loan Collateral by foreclosure, conveyance in lieu thereof or otherwise, and the Mezzanine Lender or its nominee acquiring title to the Collateral by foreclosure, conveyance in lieu thereof or otherwise; (D) the failure of Borrower or any Guarantor Indemnitor to comply fully with the terms and conditions of this Agreement or Sections 7.5 (b) and (c), 7.6(b), 7.10 and 8.6 of the Credit Agreement, as if such sections were specifically set forth herein; (E) the violation of any Environmental Laws in connection with other real property of Borrower or any Guarantor Indemnitor which gives or may give rise to any rights whatsoever in any party with respect to the any Individual Property by virtue of any Environmental Laws; or (F) the enforcement of this Agreement, including, without limitation, (i) the reasonable costs of assessment, containment and/or removal of any and all Hazardous Substances Materials from all or any portion of the Property or any Hazardous Substances migrating to Individual Property, any surrounding areas from the Propertyadjacent areas, (ii) the costs of assessment, containment, abatement, remediation and/or removal of any Mold Condition from all or any portion of the Property pursuant to or in accordance with any Environmental Law, (iii) the costs of any actions taken in response to a Release or Threat of Release of any Hazardous Substances Materials first occurring prior to the earlier of Mortgage Lender or its nominee acquiring title to the affected Individual Property by foreclosure, conveyance in lieu thereof or otherwise and Mezzanine Lender or its nominee or Senior Mezzanine Lender or its nominee acquiring title to the affected Individual Property by foreclosure, conveyance in lieu thereof or otherwise on, in, under or affecting all or any portion of the Property any Individual Property, any adjacent areas, or any Hazardous Substances migrating to any surrounding other areas from the Property to prevent or minimize such Release or Threat of Release so that it does not migrate or otherwise cause or threaten danger to present or future public health, safety, welfare or the environment, (iv) the costs of any actions taken in response to any Mold Condition on, in, under or affecting all or any portion of the Property to prevent or minimize such Mold Condition so that it does not migrate or otherwise cause or threaten danger to present or future public, health, safety, welfare or the environment, environment and (viii) costs incurred to comply with applicable the Environmental Laws in connection with all or any portion of the Property any Individual Property, any adjacent areas, or any other areas for violations first occurring prior to the earlier of Mortgage Lender or its nominee acquiring title to the affected Individual Property by foreclosure, conveyance in lieu thereof or otherwise and Mezzanine Lender or its nominee or Senior Mezzanine Lender or its nominee acquiring title to the affected Individual Property. Indemnitor’s obligations hereunder are separate and distinct from its obligations under the Master Lease and Master Lease Guaranty, as applicable, and Mezzanine Lender’s and the other Indemnified Parties’ rights under this Agreement shall be in addition to all rights of Mezzanine Lender under the other Mezzanine Loan Documents. Indemnitor shall be liable for any and all losses or damages incurred by the Mezzanine Lender relating to the presence, Release, or Threatened Release of any Hazardous Substances migrating to surrounding areas from Materials on or about any Individual Property as a result of the Property; provided, however, nothing contained in this paragraph shall require Borrower acts or negligent omissions of Indemnitor or any Guarantor principal, officer, member or partner of Indemnitor from and after the date hereof, subject to the limitations herein contained. Without limiting the generality of the foregoing, Indemnitor shall have no obligation to indemnify, defend or hold harmless any Indemnified Party harmless for Losses that result from Mezzanine Borrower’s, Mortgage Borrower’s or any matter, cost or expense arising or resulting solely from such Indemnified Party’s own activities on any Individual Property or any such Person’s gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction after the exhaustion of all applicable appeal periods. Nothing herein shall require Borrower or any Guarantor to indemnify, defend or hold any Indemnified Party harmless from any matter, cost or expense relating to a Release or Threat of Release of Hazardous Substances or violation of any Environmental Law or the existence of any Mold Condition first occurring after the Agent, Lenders termination of the Master Lease as to the affected Individual Property or their first occurring after Mortgage Lender or its nominee or any purchaser acquires title to the applicable affected Individual Property by the exercise of its foreclosure remedies or by deed or assignment foreclosure, conveyance in lieu of thereof or otherwise, Senior Mezzanine Lender acquiring title to the Senior Mezzanine Loan Collateral by foreclosure, conveyance in lieu thereof or otherwise, or Mezzanine Lender or its nominee acquires title to the Collateral by foreclosure, conveyance in lieu thereof or otherwise, whichever is earlier. Nothing herein If any such action or other proceeding shall be construed for purposes of any Environmental Law as devolving control of the Property or imposing owner or operator status on Agent, any brought against Mezzanine Lender, upon written notice from Indemnitor to Mezzanine Lender (given reasonably promptly following Mezzanine Lender’s notice to Indemnitor of such action or any trustee acting on their behalfproceeding), Indemnitor shall be entitled to assume the defense thereof, at Indemnitor’s expense, with counsel reasonably acceptable to Mezzanine Lender; provided, however, Mezzanine Lender may, at its own expense, retain separate counsel to participate in such defense, but such participation shall not be deemed to give Mezzanine Lender a right to control such defense, which right Indemnitor expressly retains. Notwithstanding the foregoing, each Indemnified Party shall have the right to employ separate counsel at Indemnitor’s expense if, in the reasonable opinion of legal counsel, a conflict or potential conflict exists between the Indemnified Party and Indemnitor that would make such separate representation advisable.

Indemnity Agreement. Borrower and Guarantors, each jointly and severally, covenant and agree, at their sole cost and expense, to indemnify, defend (at trial and appellate levels and with attorneys, consultants and experts reasonably acceptable to Lenders) and hold each Indemnified Party harmless against and from any and all liens, damages, losses, liabilities, obligations, settlement payments, penalties, assessments, citations, directives, claims, litigation, demands, defenses, judgments, suits, proceedings, costs, disbursements or expenses of any kind or of any nature whatsoever (including, without limitation, reasonable attorneys’, consultants’ and experts’ fees and disbursements incurred in investigating, defending against, settling or prosecuting any claim, litigation or proceeding) which may at any time be imposed upon, incurred by or asserted or awarded against such Indemnified Party or the PropertyProperty and, and arising directly or indirectly from or out of: (A) the Release or Threat of Release of any Hazardous Substances on, in, under or affecting all or any portion of the Property or any Hazardous Substances migrating to any surrounding areas from the Propertyareas, regardless of whether or not caused by or within the control of Borrower or any Guarantor; (B) the existence of any Mold Condition on, in, under or affecting all or any portion of the any Property, regardless of whether or not caused by or within the control of Borrower or any Guarantor; (C) the violation of any Environmental Laws relating to or affecting the Property, the Borrower or any Guarantor, whether or not caused by or within the control of Borrower or any Guarantor; (D) the failure of Borrower or any Guarantor to comply fully with the terms and conditions of this Agreement or Sections 7.5 (b6.20, 7.5(b) and (c), 7.6(b), 7.10 and or 8.6 of the Credit Loan Agreement, as if such sections were specifically set forth herein; (E) the violation of any Environmental Laws in connection with other real property of Borrower or any Guarantor which gives or may give rise to any rights whatsoever in any party with respect to the Property by virtue of any Environmental Laws; or (F) the enforcement of this Agreement, including, without limitation, (i) the costs of assessment, containment and/or removal of any and all Hazardous Substances from all or any portion of the Property or any Hazardous Substances migrating to any surrounding areas from the Propertyareas, (ii) the costs of assessment, containment, abatement, remediation and/or removal of any Mold Condition from all or any portion of the any Property pursuant to or in accordance with any Environmental Law, Law (iii) the costs of any actions taken in response to a Release or Threat of Release of any Hazardous Substances on, in, under or affecting all or any portion of the Property or any Hazardous Substances migrating to any surrounding areas from the Property to prevent or minimize such Release or Threat of Release so that it does not migrate or otherwise cause or threaten danger to present or future public health, safety, welfare or the environment, (iv) the costs of any actions taken in response to any Mold Condition on, in, under or affecting all or any portion of the any Property to prevent or minimize such Mold Condition so that it does not migrate or otherwise cause or threaten danger to present or future public, health, safety, welfare or the environment, and (v) costs incurred to comply with applicable the Environmental Laws in connection with all or any portion of the Property or any Hazardous Substances migrating to surrounding areas from the Propertyareas; provided, however, nothing contained in this paragraph shall require Borrower or any Guarantor to indemnify, defend or hold indemnify any Indemnified Party harmless from any matter, cost or expense arising or resulting solely from such Indemnified Party’s own gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction after the exhaustion of all applicable appeal periods. Nothing herein shall require Borrower or any Guarantor to indemnify, defend or hold indemnify any Indemnified Party harmless from any matter, cost or expense relating to a Release or Threat of Release of Hazardous Substances or violation of any Environmental Law or the existence of any Mold Condition first occurring after the Agent, Lenders Lender or their its nominee or any purchaser acquires title to the applicable Property by the exercise of its foreclosure remedies or by deed or assignment in lieu of foreclosure. Nothing herein shall be construed for purposes of any Environmental Law as devolving control of the Property or imposing owner or operator status on Agent, any Lender, or any trustee acting on their behalf.

Indemnity Agreement. Borrower Indemnitor covenants and Guarantors, each jointly and severally, covenant and agreeagrees, at their its sole cost and expense, to indemnify, defend (at trial and appellate levels and with attorneys, consultants and experts selected by Indemnitor and reasonably acceptable to LendersMezzanine Lender) and hold each Indemnified Party harmless against and from any and all liens, damages, losses, liabilities, obligations, settlement payments, penalties, assessments, citations, directives, claims, litigation, demands, defenses, judgments, suits, proceedings, costs, disbursements or expenses of any kind or of any nature whatsoever (including, without limitation, but subject to the provisions hereof, reasonable attorneys’, consultants’ and experts’ fees and disbursements reasonably incurred in investigating, defending against, settling or prosecuting any claim, litigation or proceeding) which may at any time be imposed upon, incurred by or asserted or awarded against such Indemnified Party or any Individual Property with respect to events occurring prior to the Propertydate of termination of the Master Lease or Master Lessee’s loss of possession or use thereof, and if earlier, as to the applicable Individual Property arising directly out of any of the following, except, in any such case, to the extent arising out of any acts of Mezzanine Borrower, Borrower Subsidiary, Mortgage Lender, any Senior Mezzanine Lender or indirectly from or out ofany Indemnified Party: (A) the Release or Threat of Release of any Hazardous Substances Materials on, in, under or affecting all or any portion of the any Individual Property or any Hazardous Substances migrating to any surrounding areas from the Propertyareas, regardless of whether or not caused by or within the control of Borrower Indemnitor (except as otherwise provided herein) first occurring prior to the earliest of Mortgage Lender or any Guarantorits nominee acquiring title to the affected Individual Property by foreclosure, conveyance in lieu thereof or otherwise, Senior Mezzanine Lender acquiring title to the Senior Mezzanine Loan Collateral by foreclosure, conveyance in lieu thereof or otherwise, and Mezzanine Lender or its nominee acquiring title to the Collateral by foreclosure, conveyance in lieu thereof or otherwise; (B) the existence Release or Threat of Release of Hazardous Materials at any Mold Condition onother location if the Hazardous Materials were generated, intreated, under stored, transported or affecting all disposed at, of or from any portion Individual Property by or on behalf of the PropertyIndemnitor, regardless of whether or not caused by or within the control of Borrower or any Guarantor; (C) the material violation of any Environmental Laws relating to or affecting the any Individual Property or Indemnitor with respect to activities at any Individual Property, Borrower or any Guarantor, whether or not caused by or within the control of Borrower Indemnitor first occurring prior to the earliest of Mortgage Lender or any Guarantorits nominee acquiring title to the affected Individual Property by foreclosure, conveyance in lieu thereof or otherwise, Senior Mezzanine Lender acquiring title to the Senior Mezzanine Loan Collateral by foreclosure, conveyance in lieu thereof or otherwise, and the Mezzanine Lender or its nominee acquiring title to the Collateral by foreclosure, conveyance in lieu thereof or otherwise; (D) the failure of Borrower or any Guarantor Indemnitor to comply fully with the terms and conditions of this Agreement or Sections 7.5 (b) and (c), 7.6(b), 7.10 and 8.6 of the Credit Agreement, as if such sections were specifically set forth herein; (E) the violation of any Environmental Laws in connection with other real property of Borrower or any Guarantor Indemnitor which gives or may give rise to any rights whatsoever in any party with respect to the any Individual Property by virtue of any Environmental Laws; or (F) the enforcement of this Agreement, including, without limitation, (i) the reasonable costs of assessment, containment and/or removal of any and all Hazardous Substances Materials from all or any portion of the Property or any Hazardous Substances migrating to Individual Property, any surrounding areas from the Propertyadjacent areas, (ii) the costs of assessment, containment, abatement, remediation and/or removal of any Mold Condition from all or any portion of the Property pursuant to or in accordance with any Environmental Law, (iii) the costs of any actions taken in response to a Release or Threat of Release of any Hazardous Substances Materials first occurring prior to the earlier of Mortgage Lender or its nominee acquiring title to the affected Individual Property by foreclosure, conveyance in lieu thereof or otherwise and Mezzanine Lender or its nominee or Senior Mezzanine Lender or its nominee acquiring title to the affected Individual Property by foreclosure, conveyance in lieu thereof or otherwise on, in, under or affecting all or any portion of the Property any Individual Property, any adjacent areas, or any Hazardous Substances migrating to any surrounding other areas from the Property to prevent or minimize such Release or Threat of Release so that it does not migrate or otherwise cause or threaten danger to present or future public health, safety, welfare or the environment, (iv) the costs of any actions taken in response to any Mold Condition on, in, under or affecting all or any portion of the Property to prevent or minimize such Mold Condition so that it does not migrate or otherwise cause or threaten danger to present or future public, health, safety, welfare or the environment, environment and (viii) costs incurred to comply with applicable the Environmental Laws in connection with all or any portion of the Property any Individual Property, any adjacent areas, or any other areas for violations first occurring prior to the earlier of Mortgage Lender or its nominee acquiring title to the affected Individual Property by foreclosure, conveyance in lieu thereof or otherwise and Mezzanine Lender or its nominee or Senior Mezzanine Lender or its nominee acquiring title to the affected Individual Property. Indemnitor’s obligations hereunder are separate and distinct from its obligations under the Master Lease and Master Lease Guaranty, as applicable, and Mezzanine Lender’s and the other Indemnified Parties’ rights under this Agreement shall be in addition to all rights of Mezzanine Lender under the other Mezzanine Loan Documents. Indemnitor shall be liable for any and all losses or damages incurred by the Mezzanine Lender relating to the presence, Release, or Threatened Release of any Hazardous Substances migrating to surrounding areas from Materials on or about any Individual Property as a result of the Property; provided, however, nothing contained in this paragraph shall require Borrower acts or negligent omissions of Indemnitor or any Guarantor principal, officer, member or partner of Indemnitor from and after the date hereof, subject to the limitations herein contained. Without limiting the generality of the foregoing, Indemnitor shall have no obligation to indemnify, defend or hold harmless any Indemnified Party harmless for Losses that result from Mezzanine Borrower’s, Mortgage Borrower’s or any matter, cost or expense arising or resulting solely from such Indemnified Party’s own activities on any Individual Property or any such Person’s gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction after the exhaustion of all applicable appeal periods. Nothing herein shall require Borrower or any Guarantor to indemnify, defend or hold any Indemnified Party harmless from any matter, cost or expense relating to a Release or Threat of Release of Hazardous Substances or violation of any Environmental Law or the existence of any Mold Condition first occurring after the Agent, Lenders termination of the Master Lease as to the affected Individual Property or their first occurring after Mortgage Lender or its nominee or any purchaser acquires title to the applicable affected Individual Property by the exercise of its foreclosure remedies or by deed or assignment foreclosure, conveyance in lieu of thereof or otherwise, Senior Mezzanine Lender acquires title to the Senior Mezzanine Loan Collateral by foreclosure, conveyance in lieu thereof, or otherwise, or Mezzanine Lender or its nominee acquires title to the Collateral by foreclosure, conveyance in lieu thereof or otherwise, whichever is earliest. Nothing herein If any such action or other proceeding shall be construed for purposes of any Environmental Law as devolving control of the Property or imposing owner or operator status on Agent, any brought against Mezzanine Lender, upon written notice from Indemnitor to Mezzanine Lender (given reasonably promptly following Mezzanine Lender’s notice to Indemnitor of such action or any trustee acting on their behalfproceeding), Indemnitor shall be entitled to assume the defense thereof, at Indemnitor’s expense, with counsel reasonably acceptable to Mezzanine Lender; provided, however, Mezzanine Lender may, at its own expense, retain separate counsel to participate in such defense, but such participation shall not be deemed to give Mezzanine Lender a right to control such defense, which right Indemnitor expressly retains. Notwithstanding the foregoing, each Indemnified Party shall have the right to employ separate counsel at Indemnitor’s expense if, in the reasonable opinion of legal counsel, a conflict or potential conflict exists between the Indemnified Party and Indemnitor that would make such separate representation advisable.

Indemnity Agreement. Borrower and Guarantors, each jointly and severally, covenant and agree, at their sole cost and expense, to indemnify, defend (at trial and appellate levels and with attorneys, consultants and experts reasonably acceptable to Lenders) and hold each Indemnified Party harmless against and from any and all liens, damages, losses, liabilities, obligations, settlement payments, penalties, assessments, citations, directives, claims, litigation, demands, defenses, judgments, suits, proceedings, costs, disbursements or expenses of any kind or of any nature whatsoever (including, without limitation, reasonable attorneys’', consultants’ ' and experts’ ' fees and disbursements incurred in investigating, defending against, settling or prosecuting any claim, litigation or proceeding) which may at any time be imposed upon, incurred by or asserted or awarded against such Indemnified Party or the PropertyProperty and, and arising directly or indirectly from or out of: (A) the Release or Threat of Release of any Hazardous Substances Materials on, in, under or affecting all or any portion of the Property or any Hazardous Substances migrating to any surrounding areas from the Propertyareas, regardless of whether or not caused by or within the control of Borrower or any Guarantor; (B) the existence of any Mold Condition on, in, under or affecting all or any portion of the Property, regardless of whether or not caused by or within the control of Borrower or any Guarantor; (C) the violation of any Environmental Laws relating to or affecting the Property, the Borrower or any Guarantor, whether or not caused by or within the control of Borrower or any Guarantor; (DC) the failure of Borrower or any Guarantor to comply fully with the terms and conditions of this Agreement or Sections 7.5 (b6.18, 7.5(b) and (c), 7.6(b), 7.10 and or 8.6 of the Credit Loan Agreement, as if such sections were specifically set forth herein; (ED) the violation of any Environmental Laws in connection with other real property of Borrower or any Guarantor which gives or may give rise to any rights whatsoever in any party with respect to the Property by virtue of any Environmental Laws; or (FE) the enforcement of this Agreement, including, without limitation, (i) the costs of assessment, containment and/or removal of any and all Hazardous Substances Materials from all or any portion of the Property or any Hazardous Substances migrating to any surrounding areas from the Propertyareas, (ii) the costs of assessment, containment, abatement, remediation and/or removal of any Mold Condition from all or any portion of the Property pursuant to or in accordance with any Environmental Law, (iii) the costs of any actions taken in response to a Release or Threat of Release of any Hazardous Substances Materials on, in, under or affecting all or any portion of the Property or any Hazardous Substances migrating to any surrounding areas from the Property to prevent or minimize such Release or Threat of Release so that it does not migrate or otherwise cause or threaten danger to present or future public health, safety, welfare or the environment, (iv) the costs of any actions taken in response to any Mold Condition on, in, under or affecting all or any portion of the Property to prevent or minimize such Mold Condition so that it does not migrate or otherwise cause or threaten danger to present or future public, health, safety, welfare or the environment, and (viii) costs incurred to comply with applicable the Environmental Laws in connection with all or any portion of the Property or any Hazardous Substances migrating to surrounding areas from the Propertyareas; provided, however, nothing contained in this paragraph shall require Borrower or any Guarantor Guarantors to indemnify, defend or hold indemnify any Indemnified Party harmless from any matter, cost or expense arising or resulting solely from such Indemnified Party’s 's own gross negligence or willful misconduct misconduct. Borrower's and Guarantors' obligations hereunder are separate and distinct from Borrower's and Guarantors' obligations under the "Loan Documents" (as determined hereinafter defined), and Lenders', Agent's and the other Indemnified Parties' rights under this Agreement shall be in addition to all rights of Agent and Lenders under the Mortgages, the Note, the Loan Agreement, that certain Unconditional Guaranty of Payment and Performance (the "Guaranty") given to Lenders and Agent by a final judgment Guarantors in connection with the Loan and under any other documents or instruments evidencing, securing or relating to the Loan (the Mortgages, the Note, the Loan Agreement, the Guaranty and such other documents or instruments, as amended or modified from time to time, being herein referred to as the "Loan Documents"), and payments by Borrower or any Guarantor under this Agreement shall not reduce Borrower's obligations and liabilities under any of a court of competent jurisdiction after the exhaustion of all applicable appeal periodsLoan Documents. Nothing herein shall require Borrower or any Guarantor Guarantors to indemnify, defend or hold indemnify any Indemnified Party harmless from any matter, cost or expense relating to a Release or Threat of Release of Hazardous Substances or violation of any Environmental Law or the existence of any Mold Condition first occurring after the Agent, Lenders Lender or their its nominee or any purchaser acquires title to the applicable Property by the exercise of its foreclosure remedies or by deed or assignment in lieu of foreclosure. Nothing herein shall be construed for purposes of any Environmental Law as devolving control of the Property or imposing owner or operator status on Agent, any Lender, or any trustee acting on their behalf.

Indemnity Agreement. Borrower and Guarantors, each jointly and severally, covenant and agree, at their sole cost and expense, to indemnify, defend (at trial and appellate levels and with attorneys, consultants and experts reasonably acceptable to Lenders) and hold each Indemnified Party harmless against and from any and all liens, damages, losses, liabilities, obligations, settlement payments, penalties, assessments, citations, directives, claims, litigation, demands, defenses, judgments, suits, proceedings, costs, disbursements or expenses of any kind or of any nature whatsoever (including, without limitation, reasonable attorneys’, consultants’ and experts’ fees and disbursements incurred in investigating, defending against, settling or prosecuting any claim, litigation or proceeding) which may at any time be imposed upon, incurred by or asserted or awarded against such Indemnified Party or the Property, and arising directly or indirectly from or out of: (A) the Release or Threat of Release of any Hazardous Substances on, in, under or affecting all or any portion of the Property or any Hazardous Substances migrating to any surrounding areas from the Property, regardless of whether or not caused by or within the control of Borrower or any Guarantor; (B) the existence of any Mold Condition on, in, under or affecting all or any portion of the Property, regardless of whether or not caused by or within the control of Borrower or any Guarantor; (C) the violation of any Environmental Laws relating to or affecting the Property, Borrower or any Guarantor, whether or not caused by or within the control of Borrower or any Guarantor; (D) the failure of Borrower or any Guarantor to comply fully with the terms and conditions of this Agreement or Sections 7.5 (b) and (c), 7.6(b), 7.10 and 8.6 of the Credit Agreement, as if such sections were specifically set forth herein; (E) the violation of any Environmental Laws in connection with other real property of Borrower or any Guarantor which gives or may give rise to any rights whatsoever in any party with respect to the Property by virtue of any Environmental Laws; or (F) the enforcement of this Agreement, including, without limitation, (i) the costs of assessment, containment and/or removal of any and all Hazardous Substances from all or any portion of the Property or any Hazardous Substances migrating to any surrounding areas from the Property, (ii) the costs of assessment, containment, abatement, remediation and/or removal of any Mold Condition from all or any portion of the Property pursuant to or in accordance with any Environmental Law, (iii) the costs of any actions taken in response to a Release or Threat of Release of any Hazardous Substances on, in, under or affecting all or any portion of the Property or any Hazardous Substances migrating to any surrounding areas from the Property to prevent or minimize such Release or Threat of Release so that it does not migrate or otherwise cause or threaten danger to present or future public health, safety, welfare or the environment, (iv) the costs of any actions taken in response to any Mold Condition on, in, under or affecting all or any portion of the Property to prevent or minimize such Mold Condition so that it does not migrate or otherwise cause or threaten danger to present or future public, health, safety, welfare or the environment, and (v) costs incurred to comply with applicable Environmental Laws in connection with all or any portion of the Property or any Hazardous Substances migrating to surrounding areas from the Property; provided, however, nothing contained in this paragraph Paragraph 2 shall require Borrower or any Guarantor to indemnify, defend or hold any Indemnified Party harmless from any matter, cost or expense arising or resulting solely from such Indemnified Party’s own gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction after the exhaustion of all applicable appeal periods. Nothing herein shall require Borrower or any Guarantor to indemnify, defend or hold any Indemnified Party harmless from any matter, cost or expense relating to a Release or Threat of Release of Hazardous Substances or violation of any Environmental Law or the existence of any Mold Condition first occurring after the Agent, Lenders or their nominee or any purchaser acquires title to the applicable Equity Interests in the Guarantor which owns such Pool Property by the exercise of its foreclosure remedies or by deed or assignment in lieu of foreclosure. Nothing herein shall be construed for purposes of any Environmental Law as devolving control of the Property or imposing owner or operator status on Agent, any Lender, or any trustee acting on their behalf.

Indemnity Agreement. Borrower Borrower, covenants and Guarantors, each jointly and severally, covenant and agreeagrees, at their its sole cost and expense, to indemnify, defend (at trial and appellate levels and with attorneys, consultants and experts reasonably acceptable to Lendersthe Agent) and hold each Indemnified Party harmless against and from any and all liens, damages, losses, liabilities, obligations, settlement payments, penalties, assessments, citations, directives, claims, litigation, demands, defenses, judgments, suits, proceedings, costs, disbursements or expenses of any kind or of any nature whatsoever (including, without limitation, reasonable attorneys’', consultants’ ' and experts’ ' fees and disbursements incurred in investigating, defending against, settling or prosecuting any claim, litigation or proceeding) which may at any time be imposed upon, incurred by or asserted or awarded against such Indemnified Party or the Property and attributable to events, acts or circumstances first occurring prior to or during the period the Borrower maintains an ownership interest in such Property, and arising directly or indirectly from or out of: (A) the Release or Threat of Release of any Hazardous Substances Materials on, in, under under, from or affecting all or any portion of the Property or any Hazardous Substances migrating to any surrounding areas from the Propertyareas, regardless of whether or not caused by or within the control of Borrower or any GuarantorBorrower; (B) the existence of any Mold Condition on, in, under or affecting all or any portion of the Property, regardless of whether or not caused by or within the control of Borrower or any Guarantor; (C) the violation of any Environmental Laws relating to or affecting the Property, Borrower or any Guarantorthe Borrower, whether or not caused by or within the control of Borrower or any Guarantorthe Borrower; (DC) the failure of the Borrower or any Guarantor to comply fully with the terms and conditions of this Agreement or Sections 7.5 (b) and (c), 7.6(b), 7.10 and 8.6 of the Credit Agreement, as if such sections were specifically set forth herein; (ED) the violation of any Environmental Laws in connection with other real property of the Borrower or any Guarantor which gives or may give rise to any rights whatsoever in any party with respect to the Property by virtue of any Environmental Laws; or (FE) the enforcement of this Agreement, including, without limitation, (i) the costs of assessment, containment and/or removal of any and all Hazardous Substances Materials from all or any portion of the Property or any Hazardous Substances migrating to any surrounding areas from the Propertyaffected thereby, (ii) the costs of assessment, containment, abatement, remediation and/or removal of any Mold Condition from all or any portion of the Property pursuant to or in accordance with any Environmental Law, (iii) the costs of any actions taken in response to a Release or Threat of Release of any Hazardous Substances Materials on, in, under or affecting all or any portion of the Property or any Hazardous Substances migrating to any surrounding areas from the Property affected thereby to prevent or minimize such Release or Threat of Release so that it does not migrate or otherwise cause or threaten danger to present or future public health, safety, welfare or the environment, (iv) the costs of any actions taken in response to any Mold Condition on, in, under or affecting all or any portion of the Property to prevent or minimize such Mold Condition so that it does not migrate or otherwise cause or threaten danger to present or future public, health, safety, welfare or the environment, and (viii) costs incurred to comply with applicable the Environmental Laws in connection with all or any portion of the Property or any Hazardous Substances migrating to surrounding areas from the Property; providedaffected thereby, however, nothing contained in this paragraph except that such indemnity shall require Borrower or not apply to any Guarantor to indemnify, defend or hold any Indemnified Party harmless from any matter, cost or expense arising or resulting solely from such Indemnified Party’s own gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction after the exhaustion of all applicable appeal periods. Nothing herein shall require Borrower or any Guarantor to indemnify, defend or hold any Indemnified Party harmless from any matter, cost or expense relating to a Release or Threat of Release of Hazardous Substances or to any violation of any Environmental Law or the existence of any Mold Condition Laws first occurring after Borrower has been dispossessed of the Agent, Lenders or their nominee or any purchaser acquires title to the applicable Property by the exercise appointment of its a receiver, foreclosure remedies proceedings pursuant to the Security Deed or by deed or assignment a transfer in lieu of such foreclosure. Nothing herein The Agent's, the Lenders' and the other Indemnified Parties' rights under this Agreement shall be construed for purposes of in addition to all rights which they may have under the Security Deed, the Credit Agreement, the Notes, and under any Environmental Law other documents or instruments evidencing, securing or relating to the Loans and LOC Obligations (the Mortgage, the Notes, and such other documents or instruments, as devolving control amended or modified from time to time, being herein referred to as the "Loan Documents"), and payments by Borrower under this Agreement shall not reduce Borrower's obligations and liabilities under any of the Property or imposing owner or operator status on AgentLoan Documents, except for Borrower's environmental indemnity obligations under any Lender, or any trustee acting on their behalfsuch Loan Documents.

Indemnity Agreement. Borrower and GuarantorsGuarantor, each jointly and severally, covenant and agree, at their sole cost and expense, to indemnify, defend (at trial and appellate levels and with attorneys, consultants and experts reasonably acceptable to Lenders) and hold each Indemnified Party harmless against and from any and all liens, damages, losses, liabilities, obligations, settlement payments, penalties, assessments, citations, directives, claims, litigation, demands, defenses, judgments, suits, proceedings, costs, disbursements or expenses of any kind or of any nature whatsoever (including, without limitation, reasonable attorneys’', consultants’ ' and experts’ ' fees and disbursements incurred in investigating, defending against, settling or prosecuting any claim, litigation or proceeding) which may at any time be imposed upon, incurred by or asserted or awarded against such Indemnified Party or the PropertyProperty and, and arising directly or indirectly from or out of: (A) the Release or Threat of Release of any Hazardous Substances Materials on, in, under or affecting all or any portion of the Property or any Hazardous Substances migrating to any surrounding areas from the Propertyareas, regardless of whether or not caused by or within the control of Borrower or any GuarantorBorrower, first occurring prior to the payment in full of the Obligations; (B) the existence of any Mold Condition on, in, under or affecting all or any portion of the Property, regardless of whether or not caused by or within the control of Borrower or any Guarantor; (C) the violation of any Environmental Laws relating to or affecting the Property, Borrower Property or any Guarantorthe Borrower, whether or not caused by or within the control of Borrower or any GuarantorBorrower, first occurring prior to the payment in full of the Obligations; (DC) the failure of Borrower or any Guarantor to comply fully with the terms and conditions of this Agreement or Sections 7.5 (b) and (c), 7.6(b), 7.10 and 8.6 of the Credit Agreement, as if such sections were specifically set forth herein; (ED) the violation of any Environmental Laws in connection with other real property of Borrower or any Guarantor which gives or may give rise to any rights whatsoever in any party with respect to the Property by virtue of any Environmental Laws, first occurring prior to the payment in full of the Obligations; or (FE) the enforcement of this Agreement, including, without limitation, (i) the costs of assessment, containment and/or removal of any and all Hazardous Substances Materials from all or any portion of the Property or any Hazardous Substances migrating to any surrounding areas from the Propertyareas, (ii) the costs of assessment, containment, abatement, remediation and/or removal of any Mold Condition from all or any portion of the Property pursuant to or in accordance with any Environmental Law, (iii) the costs of any actions taken in response to a Release or Threat of Release of any Hazardous Substances Materials on, in, under or affecting all or any portion of the Property or any Hazardous Substances migrating to any surrounding areas from the Property to prevent or minimize such Release or Threat of Release so that it does not migrate or otherwise cause or threaten danger to present or future public health, safety, welfare or the environment, (iv) the costs of any actions taken in response to any Mold Condition on, in, under or affecting all or any portion of the Property to prevent or minimize such Mold Condition so that it does not migrate or otherwise cause or threaten danger to present or future public, health, safety, welfare or the environment, and (viii) costs incurred to comply with applicable the Environmental Laws in connection with all or any portion of the Property or any Hazardous Substances migrating surrounding areas. Borrower's and Guarantor's obligations hereunder are separate and distinct from Borrower's and Guarantor's obligations under the "Loan Documents" (as hereinafter defined), and Lenders' and the other Indemnified Parties' rights under this Agreement shall be in addition to surrounding areas all rights of Agent and Lenders under the Security Documents, the Note, the Loan Agreement and under any other documents or instruments evidencing, securing or relating to the Loan (the Security Documents, the Note, the Loan Agreement and such other documents or instruments, as amended or modified from time to time, being herein referred to as the Property; provided"Loan Documents"), however, nothing contained in this paragraph shall require and payments by Borrower or Guarantor under this Agreement shall not reduce Borrower's or Guarantor's obligations and liabilities under any Guarantor to indemnify, defend or hold any Indemnified Party harmless from any matter, cost or expense arising or resulting solely from such Indemnified Party’s own gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction after the exhaustion of all applicable appeal periods. Nothing herein shall require Borrower or any Guarantor to indemnify, defend or hold any Indemnified Party harmless from any matter, cost or expense relating to a Release or Threat of Release of Hazardous Substances or violation of any Environmental Law or the existence of any Mold Condition first occurring after the Agent, Lenders or their nominee or any purchaser acquires title to the applicable Property by the exercise of its foreclosure remedies or by deed or assignment in lieu of foreclosure. Nothing herein shall be construed for purposes of any Environmental Law as devolving control of the Property or imposing owner or operator status on Agent, any Lender, or any trustee acting on their behalfLoan Documents.

Indemnity Agreement. Borrower covenants and Guarantors, each jointly and severally, covenant and agreeagrees, at their its sole cost and expense, to indemnify, defend (at trial and appellate levels and with attorneys, consultants and experts reasonably acceptable to LendersLender) and hold each Indemnified Party harmless against and from any and all liens, damages, losses, liabilities, obligations, settlement payments, penalties, assessments, citations, directives, claims, litigation, demands, defenses, judgments, suits, proceedings, costs, disbursements or expenses of any kind or of any nature whatsoever (including, without limitation, reasonable attorneys’', consultants’ ' and experts’ ' fees and disbursements incurred in investigating, defending against, settling or prosecuting any claim, litigation or proceeding) which may at any time be imposed upon, incurred by or asserted or awarded against such Indemnified Party or the PropertyProperty and, and arising directly or indirectly from or out of: (A) the Release or Threat of Release of any Hazardous Substances on, in, under or affecting all or any portion of the Property or any Hazardous Substances migrating to any surrounding areas from the Property, regardless of whether or not caused by or within the control of Borrower or any Guarantor; (B) the existence of any Mold Condition Materials on, in, under or affecting all or any portion of the Property, regardless of whether or not caused by or within the control of Borrower or any GuarantorBorrower; (CB) the violation of any Environmental Laws relating to or affecting the Property, Borrower Property or any Guarantorthe Borrower, whether or not caused by or within the control of Borrower or any GuarantorBorrower; (DC) the failure of Borrower or any Guarantor to comply fully with the terms and conditions of this Agreement or Sections 7.5 (b) and (c), 7.6(b), 7.10 and 8.6 of the Credit Agreement, as if such sections were specifically set forth herein; (ED) the violation of any Environmental Laws in connection with other real property of Borrower or any Guarantor which gives or may give rise to any rights whatsoever in any party with respect to the Property by virtue of any Environmental Laws; or (FE) the enforcement of this Agreement, including, without limitation, (i) the costs of assessment, containment and/or removal of any and all Hazardous Substances Materials from all or any portion of the Property or any Hazardous Substances migrating to any surrounding areas from the Property, (ii) the costs of assessment, containment, abatement, remediation and/or removal of any Mold Condition from all or any portion of the Property pursuant to or in accordance with any Environmental Law, (iii) the costs of any actions taken in response to a Release or Threat of Release of any Hazardous Substances Materials on, in, under or affecting all or any portion of the Property or any Hazardous Substances migrating to any surrounding areas from the Property to prevent or minimize such Release or Threat of Release so that it does not migrate or otherwise cause or threaten danger to present or future public health, safety, welfare or the environment, (iv) the costs of any actions taken in response to any Mold Condition on, in, under or affecting all or any portion of the Property to prevent or minimize such Mold Condition so that it does not migrate or otherwise cause or threaten danger to present or future public, health, safety, welfare or the environment, and (viii) costs incurred to comply with applicable the Environmental Laws in connection with all or any portion of the Property Property. Lender's and the other Indemnified Parties' rights under this Agreement shall be in addition to all rights of Lender under the Mortgage, the Note, the Loan Agreement and under any other documents or any Hazardous Substances migrating to surrounding areas from the Property; providedinstruments evidencing, however, nothing contained in this paragraph shall require Borrower securing or any Guarantor to indemnify, defend or hold any Indemnified Party harmless from any matter, cost or expense arising or resulting solely from such Indemnified Party’s own gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction after the exhaustion of all applicable appeal periods. Nothing herein shall require Borrower or any Guarantor to indemnify, defend or hold any Indemnified Party harmless from any matter, cost or expense relating to a Release the Loans (the Mortgage, the Notes, the Loan Agreement and such other documents or Threat of Release of Hazardous Substances instruments, as amended or violation of modified from time to time, being herein referred to as the "Loan Documents"), and payments by Borrower under this Agreement shall not reduce Borrower's obligations and liabilities under any Environmental Law or the existence of any Mold Condition first occurring after the Agent, Lenders or their nominee or any purchaser acquires title to the applicable Property by the exercise of its foreclosure remedies or by deed or assignment in lieu of foreclosure. Nothing herein shall be construed for purposes of any Environmental Law as devolving control of the Property or imposing owner or operator status on Agent, any Lender, or any trustee acting on their behalfLoan Documents.

Indemnity Agreement. Borrower and GuarantorsGuarantor, each jointly and severally, covenant and agree, at their sole cost and expense, to indemnify, defend (at trial and appellate levels and with attorneys, consultants and experts reasonably acceptable to Lenders) and hold each Indemnified Party harmless against and from any and all liens, damages, losses, liabilities, obligations, settlement payments, penalties, assessments, citations, directives, claims, litigation, demands, defenses, judgments, suits, proceedings, costs, disbursements or expenses of any kind or of any nature whatsoever (including, without limitation, reasonable attorneys’', consultants’ ' and experts’ ' fees and disbursements incurred in investigating, defending against, settling or prosecuting any claim, litigation or proceeding) which may at any time be imposed upon, incurred by or asserted or awarded against such Indemnified Party or the PropertyProperty and, and arising directly or indirectly from or out of: (A) the Release or Threat of Release of any Hazardous Substances Materials on, in, under or affecting all or any portion of the Property or any Hazardous Substances migrating to any surrounding areas from the Propertyareas, regardless of whether or not caused by or within the control of Borrower or any GuarantorBorrower, first occurring prior to the payment in full of the Obligations; (B) the existence of any Mold Condition on, in, under or affecting all or any portion of the Property, regardless of whether or not caused by or within the control of Borrower or any Guarantor; (C) the violation of any Environmental Laws relating to or affecting the Property, Borrower Property or any Guarantorthe Borrower, whether or not caused by or within the control of Borrower or any GuarantorBorrower, first occurring prior to the payment in full of the Obligations; (DC) the failure of Borrower or any Guarantor to comply fully with the terms and conditions of this Agreement or Sections 7.5 (b) and (c), 7.6(b), 7.10 and 8.6 of the Credit Agreement, as if such sections were specifically set forth herein; (ED) the violation of any Environmental Laws in connection with other real property of Borrower or any Guarantor which gives or may give rise to any rights whatsoever in any party with respect to the Property by virtue of any Environmental Laws, first occurring prior to the payment in full of the Obligations; or (FE) the enforcement of this Agreement, including, without limitation, (i) the costs of assessment, containment and/or removal of any and all Hazardous Substances Materials from all or any portion of the Property or any Hazardous Substances migrating to any surrounding areas from the Propertyareas, (ii) the costs of assessment, containment, abatement, remediation and/or removal of any Mold Condition from all or any portion of the Property pursuant to or in accordance with any Environmental Law, (iii) the costs of any actions taken in response to a Release or Threat of Release of any Hazardous Substances Materials on, in, under or affecting all or any portion of the Property or any Hazardous Substances migrating to any surrounding areas from the Property to prevent or minimize such Release or Threat of Release so that it does not migrate or otherwise cause or threaten danger to present or future public health, safety, welfare or the environment, (iv) the costs of any actions taken in response to any Mold Condition on, in, under or affecting all or any portion of the Property to prevent or minimize such Mold Condition so that it does not migrate or otherwise cause or threaten danger to present or future public, health, safety, welfare or the environment, and (viii) costs incurred to comply with applicable the Environmental Laws in connection with all or any portion of the Property or any Hazardous Substances migrating surrounding areas. Borrower's and Guarantor's obligations hereunder are separate and distinct from Borrower's and Guarantor's obligations under the "Loan Documents" (as hereinafter defined), and Lenders' and the other Indemnified Parties' rights under this Agreement shall be in addition to surrounding areas all rights of Agent and Lenders under the Security Deed, the Assignment, the Note, the Loan Agreement, the Guaranty and under any other documents or instruments evidencing, securing or relating to the Loan (the Security Deed, the Assignment, the Note, the Loan Agreement, the Guaranty and such other documents or instruments, as amended or modified from time to time, being herein referred to as the Property; provided"Loan Documents"), however, nothing contained in this paragraph shall require and payments by Borrower or Guarantor under this Agreement shall not reduce Borrower's or Guarantor's obligations and liabilities under any Guarantor to indemnify, defend or hold any Indemnified Party harmless from any matter, cost or expense arising or resulting solely from such Indemnified Party’s own gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction after the exhaustion of all applicable appeal periods. Nothing herein shall require Borrower or any Guarantor to indemnify, defend or hold any Indemnified Party harmless from any matter, cost or expense relating to a Release or Threat of Release of Hazardous Substances or violation of any Environmental Law or the existence of any Mold Condition first occurring after the Agent, Lenders or their nominee or any purchaser acquires title to the applicable Property by the exercise of its foreclosure remedies or by deed or assignment in lieu of foreclosure. Nothing herein shall be construed for purposes of any Environmental Law as devolving control of the Property or imposing owner or operator status on Agent, any Lender, or any trustee acting on their behalfLoan Documents. un Survival.

Indemnity Agreement. Borrower and Guarantors, each jointly and severally, covenant and agree, at their sole cost and expense, to indemnify, defend (at trial and appellate levels and with attorneys, consultants and experts reasonably acceptable to the Lenders) and hold each Indemnified Party harmless against and from any and all liens, damages, losses, liabilities, obligations, settlement payments, penalties, assessments, citations, directives, claims, litigation, demands, defenses, judgments, suits, proceedings, costs, disbursements or expenses of any kind or of any nature whatsoever (including, without limitation, reasonable attorneys’, consultants’ and experts’ fees and disbursements incurred in investigating, defending against, settling or prosecuting any claim, litigation or proceeding) which may at any time be imposed upon, incurred by or asserted or awarded against such Indemnified Party or the Property, and arising directly or indirectly from or out of: (Aa) the Release or Threat of Release of any Hazardous Substances on, in, under or affecting all or any portion of the Property or any Hazardous Substances migrating to any surrounding areas from the Property, regardless of whether or not caused by or within the control of Borrower or any Guarantor; (Bb) the existence of any Mold Condition on, in, under or affecting all or any portion of the Property, regardless of whether or not caused by or within the control of Borrower or any Guarantor; (Cc) the violation of any Environmental Laws relating to or affecting the Property, Borrower or any Guarantor, whether or not caused by or within the control of Borrower or any Guarantor; (Dd) the failure of Borrower or any Guarantor to comply fully with the terms and conditions of this Agreement or Sections 7.5 (b) and (c7.5(b), 7.5(c), 7.6(b), 7.10 ) and 8.6 of the Credit Agreement, as if such sections were specifically set forth herein; (Ee) the violation of any Environmental Laws in connection with other real property of Borrower or any Guarantor which gives or may give rise to any rights whatsoever in any party with respect to the Property by virtue of any Environmental Laws; or (Ff) the enforcement of this Agreement, including, without limitation, (i) the costs of assessment, containment and/or removal of any and all Hazardous Substances from all or any portion of the Property or any Hazardous Substances migrating to any surrounding areas from the Property, (ii) the costs of assessment, containment, abatement, remediation and/or removal of any Mold Condition from all or any portion of the Property pursuant to or in accordance with any Environmental Law, (iii) the costs of any actions taken in response to a Release or Threat of Release of any Hazardous Substances on, in, under or affecting all or any portion of the Property or any Hazardous Substances migrating to any surrounding areas from the Property to prevent or minimize such Release or Threat of Release so that it does not migrate or otherwise cause or threaten danger to present or future public health, safety, welfare or the environment, (iv) the costs of any actions taken in response to any Mold Condition on, in, under or affecting all or any portion of the Property to prevent or minimize such Mold Condition so that it does not migrate or otherwise cause or threaten danger to present or future public, health, safety, welfare or the environment, and (v) costs incurred to comply with applicable Environmental Laws in connection with all or any portion of the Property or any Hazardous Substances migrating to surrounding areas from the Property; provided, however, nothing contained in this paragraph Section 2 shall require Borrower or any Guarantor to indemnify, defend or hold any Indemnified Party harmless from any matter, cost or expense arising or resulting solely from such Indemnified Party’s own gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction after the exhaustion of all applicable appeal periodsjurisdiction. Nothing herein shall require Borrower or any Guarantor to indemnify, defend or hold any Indemnified Party harmless from any matter, cost or expense relating to a Release or Threat of Release of Hazardous Substances or violation of any Environmental Law or the existence of any Mold Condition first occurring after the Agent, the Lenders or their nominee or any purchaser acquires title to the applicable Property by the exercise of its foreclosure remedies or by deed or assignment in lieu of foreclosure. Nothing herein shall be construed for purposes of any Environmental Law as devolving control of the Property or imposing owner or operator status on Agent, any Lender, or any trustee acting on their behalf.

Indemnity Agreement. Borrower and GuarantorsKoger Ravinia, each jointly and severally, covenant and agree, at their sole xxxx cost and expense, to indemnify, defend (at trial and appellate levels and with attorneys, consultants and experts reasonably acceptable to Lendersthe Agent) and hold each Indemnified Party harmless against and from any and all liens, damages, losses, liabilities, obligations, settlement payments, penalties, assessments, citations, directives, claims, litigation, demands, defenses, judgments, suits, proceedings, costs, disbursements or expenses of any kind or of any nature whatsoever (including, without limitation, reasonable attorneys’', consultants’ ' and experts’ ' fees and disbursements incurred in investigating, defending against, settling or prosecuting any claim, litigation or proceeding) which may at any time be imposed upon, incurred by or asserted or awarded against such Indemnified Party or the Property and attributable to events, acts or circumstances first occurring prior to or during the period Koger Ravinia maintains an ownership interest in such Property, and arising xxxxing directly or indirectly from or out of: (A) the Release or Threat of Release of any Hazardous Substances Materials on, in, under under, from or affecting all or any portion of the Property or any Hazardous Substances migrating to any surrounding areas from the Propertyareas, regardless of whether or not caused by or within the control of Borrower or any GuarantorKoger Ravinia; (B) the existence of any Mold Condition on, in, under or affecting all or any portion of the Property, regardless of whether or not caused by or within the control of Borrower or any Guarantor; (C) the violation of any Environmental Laws relating to or xx xr affecting the Property, the Borrower or any GuarantorKoger Ravinia, whether or not caused by or within the control of Borrower thx Xxxrower or any GuarantorKoger Ravinia; (DC) the failure of the Borrower or any Guarantor Koger Ravinia to comply fully with the terms and conditions of this Agreement or Sections 7.5 Xxxxement, (b) and (c), 7.6(b), 7.10 and 8.6 of the Credit Agreement, as if such sections were specifically set forth herein; (ED) the violation of any Environmental Laws in connection with other real property of the Borrower or any Guarantor Koger Ravinia which gives or may give rise to any rights whatsoever in any xx xny party with respect to the Property by virtue of any Environmental Laws; or (FE) the enforcement of this Agreement, including, without limitation, (i) the costs of assessment, containment and/or removal of any and all Hazardous Substances Materials from all or any portion of the Property or any Hazardous Substances migrating to any surrounding areas from the Propertyaffected thereby, (ii) the costs of assessment, containment, abatement, remediation and/or removal of any Mold Condition from all or any portion of the Property pursuant to or in accordance with any Environmental Law, (iii) the costs of any actions taken in response to a Release or Threat of Release of any Hazardous Substances Materials on, in, under or affecting all or any portion of the Property or any Hazardous Substances migrating to any surrounding areas from the Property affected thereby to prevent or minimize such Release or Threat of Release so that it does not migrate or otherwise cause or threaten danger to present or future public health, safety, welfare or the environment, (iv) the costs of any actions taken in response to any Mold Condition on, in, under or affecting all or any portion of the Property to prevent or minimize such Mold Condition so that it does not migrate or otherwise cause or threaten danger to present or future public, health, safety, welfare or the environment, and (viii) costs incurred to comply with applicable the Environmental Laws in connection with all or any portion of the Property or any Hazardous Substances migrating to surrounding areas from the Property; providedaffected thereby, however, nothing contained in this paragraph except that such indemnity shall require Borrower or not apply to any Guarantor to indemnify, defend or hold any Indemnified Party harmless from any matter, cost or expense arising or resulting solely from such Indemnified Party’s own gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction after the exhaustion of all applicable appeal periods. Nothing herein shall require Borrower or any Guarantor to indemnify, defend or hold any Indemnified Party harmless from any matter, cost or expense relating to a Release or Threat of Release of Hazardous Substances or to any violation of any Environmental Law or the existence of any Mold Condition Laws first occurring after Koger Ravinia has been dispossessed of the Agent, Lenders or their nominee or any purchaser acquires title to the applicable Property by the exercise of its appointmxxx xf a receiver, foreclosure remedies proceedings pursuant to the Security Deed or by deed or assignment a transfer in lieu of such foreclosure. Nothing herein The Agent's, the Lenders' and the other Indemnified Parties' rights under this Agreement shall be construed for purposes of in addition to all rights which they may have under the Security Deed, the Credit Agreement, the Guaranty, the Notes, and under any Environmental Law other documents or instruments evidencing, securing or relating to the Loans and LOC Obligations (the Security Deed, the Credit Agreement, the Guaranty, the Notes, and such other documents or instruments, as devolving control amended or modified from time to time, being herein referred to as the "Loan Documents"), and payments by Borrower or Koger Ravinia under this Agreement shall not reduce Borrower's or Kxxxx Ravinia's obligations and liabilities under any of the Property Loan Dxxxxxnts, except for Borrower's or imposing owner or operator status on Agent, Koger Ravinia's environmental indemnity obligations under any Lender, or any trustee acting on their behalfsuch Xxxx Documents.

Indemnity Agreement. Borrower and GuarantorsIndemnitors, each jointly and severally, covenant and agree, at their sole cost and expense, to indemnify, defend (at trial and appellate levels and with attorneys, consultants and experts reasonably acceptable to LendersAdministrative Agent) and hold each Indemnified Party harmless against and from any and all liens, damages, losses, liabilities, obligations, settlement payments, penalties, assessments, citations, directives, claims, litigation, demands, defenses, judgments, suits, proceedings, costs, disbursements or out-of-pocket expenses of any kind or of any nature whatsoever (including, without limitation, reasonable attorneys’, consultants’ and experts’ fees and disbursements actually incurred in investigating, defending against, settling or prosecuting any claim, litigation or proceeding) which may at any time be imposed upon, incurred by or asserted or awarded against such Indemnified Party or the Property, and arising directly or indirectly from or out of: (Aa) the Release or Threat of Release of any Hazardous Substances Materials on, in, under or affecting (i) all or any portion of the Property or any Hazardous Substances migrating to any surrounding areas from the Property, regardless of whether or not caused by or within the control of Borrower any Indemnitor or (ii) any Guarantorsurrounding areas for which Release or Threat of Release any Indemnitor may be liable under any Environmental Law; (B) the existence of any Mold Condition on, in, under or affecting all or any portion of the Property, regardless of whether or not caused by or within the control of Borrower or any Guarantor; (Cb) the violation of any Environmental Laws relating by any Indemnitor or with respect to or affecting the Property, Borrower or any Guarantor, whether or not caused by or within the control of Borrower or any GuarantorIndemnitor; (Dc) the failure of Borrower or any Guarantor Indemnitor to comply fully with the terms and conditions of this Agreement or Sections 7.5 (b) and (c)Agreement, 7.6(b)including without limitation, 7.10 and 8.6 any breach by Indemnitor of the Credit covenants, warranties, or representations contained in Paragraph 2 of this Agreement, as if such sections were specifically set forth herein; (Ed) the violation of any Environmental Laws in connection with other real property of Borrower or any Guarantor Indemnitor which gives or may give rise to any rights whatsoever in any party with respect to the Property by virtue of any Environmental Laws; or (Fe) the enforcement of this Agreement, including, without limitation, (i) the costs of assessment, containment and/or removal of any and all Hazardous Substances Materials from all or any portion of the Property or any Hazardous Substances migrating to any surrounding areas from the Propertyareas, (ii) the costs of assessment, containment, abatement, remediation and/or removal of any Mold Condition from all or any portion of the Property pursuant to or in accordance with any Environmental Law, (iii) the costs of any actions taken in response to a Release or Threat of Release of any Hazardous Substances Materials on, in, under or affecting all or any portion of the Property or any Hazardous Substances migrating to any surrounding areas from the Property to prevent or minimize such Release or Threat of Release so that it does not migrate or otherwise cause or threaten danger to present or future public health, safety, welfare or the environment, (iv) the costs of any actions taken in response to any Mold Condition on, in, under or affecting all or any portion of the Property to prevent or minimize such Mold Condition so that it does not migrate or otherwise cause or threaten danger to present or future public, health, safety, welfare or the environmentRelease, and (viii) costs incurred to comply with applicable the Environmental Laws in connection with all or any portion of the Property or any Hazardous Substances migrating to surrounding areas from the Propertyareas; provided, however, nothing contained in this paragraph that the Indemnitors shall require Borrower not be responsible for indemnifying, holding harmless or defending the Indemnified Parties with respect to any Guarantor to indemnify, defend or hold any such matters arising out of the Indemnified Party harmless from any matter, cost or expense arising or resulting solely from such Indemnified Party’s own Parties' gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction after the exhaustion of all applicable appeal periodsmisconduct. Nothing herein contained in the foregoing shall be deemed to require Borrower any additional remediation or any Guarantor to indemnify, defend or hold any Indemnified Party harmless from any matter, cost or expense relating to a Release or Threat of Release of Hazardous Substances or violation of any Environmental Law or the existence of any Mold Condition first occurring after the Agent, Lenders or their nominee or any purchaser acquires title clean up with respect to the applicable Property Existing Contamination, except where: (x) such Existing Contamination is not maintained in compliance with Environmental Law; (y) the presence of such Existing Contamination requires reporting, clean-up or remedial obligations pursuant to Environmental Law; or (z) remediation or clean-up is required in order to obtain or preserve the final LOL contemplated by the exercise of its foreclosure remedies or by deed or assignment in lieu of foreclosureBxxxxxxxxx Act. Nothing herein The Indemnified Parties’ rights under this Agreement shall be construed for purposes in addition to all rights of Administrative Agent and Lenders under the other Loan Documents, and payments by any Environmental Law as devolving control Indemnitor under this Agreement shall not reduce the obligations and liabilities under any of the Property or imposing owner or operator status on Agent, other Loan Documents (other than with respect to any Lender, or any trustee acting on their behalfrelated claim thereunder that is the subject of such payments).