Exhibit 10.6


 


MEZZANINE ENVIRONMENTAL INDEMNITY AGREEMENT


 


THIS MEZZANINE ENVIRONMENTAL
INDEMNITY AGREEMENT (this “Agreement”) is made as of April 5, 2019, by HIT 2PK MEZZ, LLC, (together
with its permitted successors and assigns, “Borrower”), having its principal place of business at c/o
Hospitality Investors Trust, Inc., 3950 University Drive, Fairfax, Virginia 22030, HOSPITALITY
INVESTORS TRUST OPERATING PARTNERSHIP, L.P., a Delaware limited partnership, and hOSPITALITY
INVESTORS TRUST, INC., a Maryland corporation, each having an office at c/o Hospitality Investors Trust, Inc., 3950
University Drive, Fairfax, Virginia 22030 (each, a “Non-Borrower Indemnitor”, and together with their
respective permitted successors and assigns, collectively, “Non-Borrower Indemnitors”; and together with
Borrower, “Indemnitors”, and each, an “Indemnitor”), in favor of DEUTSCHE
BANK AG, NEW YORK BRANCH, a branch of Deutsche Bank AG, a German bank authorized by the New York Department of Financial Services,
having an address at 60 Wall Street, 10th Floor, New York, New York 10005 (together with its successors and/or assigns, “Indemnitee”)
and the other Indemnified Parties (defined below).


 


RECITALS


 


1.          Borrower
is the legal and beneficial owner of 100% of the issued and outstanding limited liability company interests in HIT Providence,
LLC and HIT Baltimore, LLC (each a “Mortgage Borrower” and collectively, the “Mortgage Borrowers”).


 


2.          Indemnitee
is prepared to make a loan (the “Loan”) to Borrower in the principal amount of $1,000.00 pursuant to
that certain Mezzanine Loan Agreement of even date herewith among Borrower, HIT 2PK TRS Mezz, LLC, a Delaware limited liability
company (the “Leasehold Pledgor”) and Indemnitee (as the same may be amended, restated, replaced, supplemented
or otherwise modified from time to time, the “Loan Agreement”), which Loan is secured by that certain
Mezzanine Pledge and Security Agreement, of even date herewith from Borrower and Leasehold Pledgor for the benefit of Indemnitee
(as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time (the “Pledge
Agreement”). Capitalized terms not otherwise defined herein shall have the meanings set forth in the Loan Agreement.


 


3.          Each
Non-Borrower Indemnitor acknowledges that it owns, either directly or indirectly, a beneficial interest in the Mortgage Borrowers
and Borrower and, as a result of such beneficial interest, will receive substantial economic and other benefits from Indemnitee
making the Loan to Borrower.


 


4.          Indemnitee
is unwilling to make the Loan unless Indemnitors agree to provide the indemnification, representations, warranties, covenants and
other matters described in this Agreement for the benefit of the Indemnified Parties.


 


5.          Indemnitors
are entering into this Agreement to induce Indemnitee to make the Loan.





 




    
	 		Environmental Indemnity Agreement




     


    

 


AGREEMENT


 


NOW THEREFORE, in consideration
of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Indemnitors
hereby represent, warrant, covenant and agree for the benefit of the Indemnified Parties as follows:


 


1.          Environmental
Representations and Warranties. Except as otherwise disclosed by those reports listed on Schedule I attached hereto
and made a part hereof in respect of the Properties (referred to below collectively as the “Environmental Reports”),
copies of which have been provided to Indemnitee, to Indemnitors’ knowledge and except as would not have a material adverse
effect individually or in the aggregate on the business or condition (financial or otherwise) of Borrower or any Mortgage Borrower,
(a) there are no Hazardous Substances (defined below) or underground storage tanks in, on or under any Individual Property, except
those that are both (i) in compliance with all Environmental Laws (defined below) and with any necessary permits issued pursuant
thereto and (ii) fully disclosed to Indemnitee in writing pursuant to the Environmental Reports; (b) there are no past, present
or threatened Releases (defined below) of Hazardous Substances in, on, under or from any Individual Property which have not been
remediated as required under Environmental Laws; (c) there is no threat of any Release of Hazardous Substances migrating to
any Individual Property; (d) there is no past or present non-compliance with Environmental Laws, or with permits issued pursuant
thereto, in connection with any Individual Property which has not been remediated as required under Environmental Laws; (e) none
of the Indemnitors and none of Mortgage Borrowers knows of, or has received, any written or oral notice or other communication
from any Person (including, but not limited to, any Governmental Authority) relating to any Release or Remediation (defined below)
of any Hazardous Substance, of possible liability of any Indemnitor pursuant to any Environmental Law, any other environmental
conditions in connection with any Individual Property, or any actual or potential administrative or judicial proceedings in connection
with any of the foregoing; (f) no Toxic Mold (as defined below) is present in the indoor air of any Individual Property at
concentrations for which any Legal Requirement applicable to such Individual Property requires removal thereof by remediation professionals,
and no Indemnitor or Mortgage Borrower is aware of any conditions at any Individual Property that are likely to result in the presence
of Toxic Mold in the indoor air at concentrations for which any Legal Requirement applicable to such Individual Property would
require such removal; and (g) Indemnitors have truthfully and fully provided to Indemnitee, in writing, any and all material
information relating to conditions in, on, under or from each Individual Property that is actually known to any Indemnitor or Mortgage
Borrower and that is contained in the files and records of any Indemnitor, including, but not limited, to any reports relating
to Hazardous Substances in, on, under or from each Individual Property and/or to the environmental condition of each Individual
Property.


 




    
	 	-2-	Environmental Indemnity Agreement




     


    

 


2.          Environmental
Covenants. Each Indemnitor covenants and agrees that (a) all uses and operations on or of each Individual Property,
whether by any of the Indemnitors, any of the Mortgage Borrowers or any other Person, shall be in compliance with all Environmental
Laws and permits issued pursuant thereto; (b) there shall be no Releases of Hazardous Substances in, on, under or from any
Individual Property (except in compliance with all applicable Environmental Laws and with permits issued pursuant thereto); (c) there
shall be no Hazardous Substances in, on or under any Individual Property, except those that are both (i) in compliance with
all applicable Environmental Laws and with any necessary permits issued pursuant thereto and (ii) fully disclosed to Indemnitee
in writing; (d) Indemnitors shall keep, and shall cause each Mortgage Borrower to keep, each Individual Property free and
clear of all liens and other encumbrances imposed pursuant to any Environmental Law, whether due to any act or omission of any
of the Indemnitors or any other Person (the “Environmental Liens”); provided, that after
prior notice to Indemnitee, Indemnitors, may contest, or may cause any Mortgage Borrower to contest, at Indemnitors’ or such
Mortgage Borrower’s sole cost and expense, by appropriate legal proceeding, conducted in good faith and with due diligence,
the amount or validity of any Environmental Liens, provided that (1) no Event of Default has occurred and remains uncured, (2)
such proceeding shall be permitted under and be conducted in accordance with all applicable statutes, laws and ordinances, (3)
no Individual Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, canceled
or lost, (4) Indemnitors shall, or shall cause the applicable Mortgage Borrower to, promptly upon final determination thereof pay
the amount of any such Environmental Liens, together with all costs, interest and penalties which may be payable in connection
therewith, (5) to insure the payment of such Environmental Liens, Indemnitors shall deliver, or shall cause the applicable Mortgage
Borrower to deliver, to Indemnitee either (A) cash, or other security as may be approved by Indemnitee, in an amount equal to one
hundred ten percent (110%) of the contested amount if such contested amount will be less than one million dollars ($1,000,000)
or one hundred twenty five percent (125%) of such contested amount if such contested amount will be equal to or greater than ($1,000,000),
or (B) a payment and performance bond in an amount equal to one hundred percent (100%) of the contested amount from a surety acceptable
to Indemnitee in its reasonable discretion, provided, however, Indemnitor shall not be required to deliver any security pursuant
to this clause (5) if Mortgage Borrower shall have delivered security in respect of the relevant matter to the Mortgage Lender,
(6) failure to pay such Environmental Liens will not subject Indemnitee to any civil or criminal liability, (7) such contest shall
not affect the ownership, use or occupancy of any Individual Property, and (8) Indemnitors shall, upon request by Indemnitee, give
Indemnitee prompt notice of the status of such proceedings and/or confirmation of the continuing satisfaction of the conditions
set forth in clauses (1) through (7) of this Section 2(d); (e) Indemnitors shall, at their sole cost and expense,
fully and in a timely manner cooperate, and shall cause each Mortgage Borrower to fully and in a timely manner cooperate, in all
activities pursuant to Section 3 of this Agreement, including, but not limited to, providing all relevant information and
making knowledgeable Persons available for interviews upon reasonable advance written request and at reasonable times and places;
(f) Indemnitors shall perform, and shall cause each Mortgage Borrower to perform, at Indemnitors’ or such Mortgage Borrower’s,
sole cost and expense, any environmental site assessment or other investigation of environmental conditions in connection with
any Individual Property, pursuant to any reasonable written request of Indemnitee made in consideration of any environmental event
or condition reasonably believed by Indemnitee to have occurred or to exist at any Individual Property (which request shall briefly
describe the basis for Indemnitee’s belief) (including, but not limited to, sampling, testing and analysis of soil, water,
air, building materials and other materials and substances whether solid, liquid or gas, such assessment or investigation to be
in scope and nature appropriate to the suspected event or condition) that would be reasonably expected to have an adverse effect
on any Individual Property or on the business or condition (financial or otherwise) of Borrower, and share with Indemnitee the
reports and other results thereof, and Indemnitee and the other Indemnified Parties shall be entitled to rely on such reports and
other results thereof; (g) Indemnitors shall comply, and shall cause each Mortgage Borrower to comply, at Indemnitors’
or such Mortgage Borrower’s sole cost and expense, with all reasonable written requests of Indemnitee to (i) effectuate
any required Remediation of any condition (including, but not limited to, a Release of a Hazardous Substance) in, on, under or
from any Individual Property; (ii) comply with any applicable Environmental Law; and/or (iii) comply with any directive
from any Governmental Authority having jurisdiction over the applicable Individual Property requiring any action relating to any
environmental condition in, on, under, from or migrating toward such Individual Property; provided, that with respect
to clauses (g)(ii) and (iii), after notice to Indemnitee, Indemnitors, at their own expense, may suspend, or cause the applicable
Mortgage Borrower to suspend (at such Mortgage Borrower’s expense), such compliance and contest, or cause to be contested
by appropriate legal proceeding, conducted in good faith and with due diligence, the applicability of any Environmental Law, provided
that (1) no Event of Default has occurred and remains uncured, (2) such proceeding shall be permitted under and be conducted
in accordance with all applicable statutes, laws and ordinances, (3) no Individual Property nor any part thereof or interest therein
will be in danger of being sold, forfeited, terminated, canceled or lost, (4) Indemnitors shall promptly, or shall promptly cause
the applicable Mortgage Borrower to promptly, upon final determination thereof take all acts then necessary to comply with such
Environmental Law, together with the payment of all costs, interest and penalties which may be payable in connection therewith,
(5) to insure the performance of such legal obligations and the payment of all related costs, Indemnitors shall deliver, or shall
cause the applicable Mortgage Borrower to deliver, to Indemnitee either (A) cash, or other security as may be approved by Indemnitee,
in an amount equal to one hundred ten percent (110%) of the maximum costs and expenses that are reasonably expected to be incurred
in connection with such proceeding, including costs of compliance if any Indemnitor or the applicable Mortgage Borrower is required
to do so (collectively, the “Maximum Cost”) if such Maximum Cost is less than one million dollars ($1,000,000)
or one hundred twenty five percent (125%) of the Maximum Cost if such Maximum Cost is equal to or greater than one million dollars
($1,000,000), or (B) a payment and performance bond in an amount equal to one hundred percent (100%) of the Maximum Cost from a
surety acceptable to Indemnitee in its reasonable discretion, provided, however, Indemnitor shall not be required to deliver any
security pursuant to this clause (5) if Mortgage Borrower shall have delivered security in respect of the relevant matter to the
Mortgage Lender, (6) failure to comply with such Environmental Laws will not subject Indemnitee to any civil or criminal liability,
(7) such contest shall not affect the ownership, use or occupancy of any Individual Property, and (8) Indemnitors shall, upon request
by Indemnitee, give Indemnitee prompt notice of the status of such proceedings and/or confirmation of the continuing satisfaction
of the conditions set forth in clauses (1) through (7) of this Section 2(g); (h) Indemnitors shall not knowingly
do or allow, or cause any Mortgage Borrower to do or allow, any tenant or other user of any Individual Property to do any act that
is in non-compliance with any applicable Environmental Law, impairs or may impair the value of any Individual Property or the Collateral,
is contrary to any requirement of any insurer, constitutes a public or private nuisance, constitutes waste or violates any covenant,
condition, agreement or easement applicable to any Individual Property; (i) if following the date hereof, it is determined
that any Individual Property contains paint containing more than 0.5% lead by dry weight (“Lead Based Paint”),
present in violation of any Environmental Law and not previously disclosed in the Environmental Reports, Indemnitors agree, at
their sole cost and expense and within forty-five (45) days thereafter, to cause (or cause the applicable Mortgage Borrower to
cause) to be prepared an assessment report describing the location and condition of the Lead Based Paint (a “Lead Based
Paint Report”), prepared by an expert, and in form, scope and substance, acceptable to Indemnitee; (j) if following
the date hereof, it is determined that any Individual Property contains asbestos or asbestos-containing material (“Asbestos”)
present in violation of any Environmental Law and not previously disclosed in the Environmental Reports, Indemnitors shall at their
sole cost and expense, or cause Mortgage Borrower at Mortgage Borrower’s sole cost and expense, and within forty-five (45)
days thereafter, cause to be prepared an assessment report describing the location and condition of the Asbestos (an “Asbestos
Report”), prepared by an expert, and in form, scope and substance, acceptable to Indemnitee; (k) if a Lead Based
Paint Report or Asbestos Report is required to be prepared pursuant to clauses (i) or (j) of this Section 2, on or
before thirty (30) days following the preparation of such report, Indemnitors shall develop and implement, or shall cause the applicable
Mortgage Borrower to develop and implement, at Indemnitors’ or such Mortgage Borrower’s sole cost and expense, an operations
and maintenance plan to manage such condition(s) on the applicable Individual Property, which plan shall be prepared by an expert,
and be in form, scope and substance, acceptable to Indemnitee (together with any Lead Based Paint Report and/or Asbestos Report,
as applicable, the “O&M Plan”), and if an O&M Plan has been prepared prior to the date hereof,
Indemnitors agree to diligently and continually carry out (or cause to be carried out) the provisions thereof, it being understood
and agreed that compliance with the O&M Plan shall require or be deemed to require, without limitation, the proper preparation
and maintenance of all records, papers and forms required under the Environmental Laws; (l) in the event that any inspection
or audit reveals the presence of Toxic Mold in the indoor air of any Individual Property at concentrations for which any Legal
Requirement applicable to such Individual Property requires removal thereof by remediation professionals, Indemnitors shall promptly
remediate (or cause to be remediated) the Toxic Mold and perform (or cause to be performed) post-remedial clearance sampling in
accordance with said Legal Requirement and applicable Environmental Law, following which abatement of the Toxic Mold, Indemnitors
shall prepare and implement or shall cause the applicable Mortgage Borrower to prepare and implement an Operations and Maintenance
Plan for Toxic Mold and Moisture reasonably acceptable to Indemnitee and in accordance with the guidelines issued by the National
Multi Housing Council; and (m) Indemnitors shall promptly notify Indemnitee in writing of (A) any presence or Release
or threatened Release of Hazardous Substances in, on, under, from or migrating towards any Individual Property in material violation
of, or as might be reasonably expected to result in material liability under, any Environmental Law; (B)  material non-compliance
with any Environmental Laws related in any way to any Individual Property; (C) any actual or threatened Environmental Lien;
(D) any required or proposed Remediation of environmental conditions relating to any Individual Property; and/or (E) any
written or oral notice or other communication of which any Indemnitor or any Mortgage Borrower becomes aware from any source whatsoever
(including, but not limited to, any Governmental Authority) relating to a material or unlawful Release, or threatened Release,
of Hazardous Substances or Remediation thereof, possible liability of any Person pursuant to any Environmental Law concerning any
Individual Property or the Property, other environmental conditions in connection with any Individual Property or any actual or
threatened administrative or judicial proceedings in connection with any environmental matters referred to in this Agreement.


 




    
	 	-3-	Environmental Indemnity Agreement




     


    

 


3.          Indemnified
Rights/Cooperation and Access. In the event the Indemnified Parties have a reasonable basis to believe that an environmental
hazard exists on any Individual Property, other than conditions expressly disclosed in the Environmental Reports, that does not
(a) endanger any tenants or other occupants of such Individual Property or their guests or the general public, or (b) materially
and adversely affect the value of such Individual Property or the Collateral, upon reasonable written notice from the Indemnitee,
describing in reasonable detail the basis for such belief, Indemnitors shall, at Indemnitors’ sole cost and expense (or cause
Mortgage Borrower at Mortgage Borrower’s cost and expense to), promptly cause an engineer or consultant reasonably satisfactory
to the Indemnified Parties to conduct an environmental assessment or audit of such hazard (the scope of which shall be determined
in the reasonable discretion of the Indemnified Parties) and take any samples of soil, groundwater or other water, air or building
materials or any other invasive testing reasonably determined by Indemnitee to be required to assess such condition and promptly
deliver to Indemnitee the results of any such assessment, audit, sampling or other testing; provided, however,
if such results are not delivered to Indemnitee within a reasonable period or if the Indemnified Parties have reason to believe
that an environmental hazard exists on such Individual Property that endangers any tenant or other occupant of such Individual
Property or their guests or the general public or may materially and adversely affect the value of such Individual Property or
the Collateral, upon reasonable notice to Indemnitors, the Indemnified Parties and any other Person designated by the Indemnified
Parties, including, but not limited to, any receiver, any representative of any Governmental Authority and/or any environmental
consultant, shall have the right, but not the obligation, to enter upon such Individual Property at all reasonable times (subject
to the rights of tenants) to assess any and all aspects of the environmental condition of such Individual Property and its use,
including, but not limited to, conducting any environmental assessment or audit (the scope of which shall be determined in the
sole, but good faith discretion of the Indemnified Parties) and taking samples of soil, groundwater or other water, air or building
materials and reasonably conducting other invasive testing, reasonably determined by the Indemnified Parties to be required to
assess the condition. Indemnitors shall cooperate with and cause the applicable Mortgage Borrower to provide, upon advance notice
to each of them, the Indemnified Parties and any such Person designated by the Indemnified Parties with access to each Individual
Property.


 




    
	 	-4-	Environmental Indemnity Agreement




     


    

 


4.          Indemnification.
Indemnitors covenant and agree, at their sole cost and expense, to protect, defend, indemnify, release and hold Indemnified Parties
harmless from and against any and all Losses (defined below) imposed upon, or incurred by, or asserted against, any Indemnified
Parties and directly or indirectly arising out of or relating to any one or more of the following: (a) any presence of any
Hazardous Substances in, on, above or under any Individual Property; (b) any past, present or threatened Release of Hazardous
Substances in, on, above, under or from any Individual Property; (c) any activity by any of the Indemnitors, any of the Mortgage
Borrowers, any Person affiliated with any of the Indemnitors, and of the Mortgage Borrowers and/or any tenant or other user of
any Individual Property in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition
or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling,
transfer or transportation to or from such Individual Property of any Hazardous Substances at any time located in, under, on or
above such Individual Property; (d) any activity by any of the Indemnitors, any of the Mortgage Borrowers, any Person affiliated
with any of the Indemnitors, any of the Mortgage Borrowers and/or any tenant or other user of any Individual Property in connection
with any actual or proposed Remediation of any Hazardous Substances at any time located in, under, on or above such Individual
Property, whether or not such Remediation is voluntary or pursuant to court or administrative order, including, but not limited
to, any removal, remedial or corrective action; (e) any past, present or threatened non-compliance or violation of any Environmental
Law (or of any permit issued pursuant to any Environmental Law) in connection with any Individual Property or operations thereon,
including, but not limited to, any failure by any of the Indemnitors, any of the Mortgage Borrowers, any Person affiliated with
any of the Indemnitors, any of the Mortgage Borrowers and/or any tenant or other user of such Individual Property to comply with
any order of any Governmental Authority in connection with any Environmental Laws; (f) the imposition, recording or filing
or the threatened imposition, recording or filing of any Environmental Lien encumbering any Individual Property; (g) any administrative
processes or proceedings or judicial proceedings in any way connected with any matter addressed in this Agreement; (h) [intentionally
omitted]; (i) any acts of any of the Indemnitors, any of the Mortgage Borrowers, any Person affiliated with any of the Indemnitors,
any of the Mortgage Borrowers and/or any tenant or other user of any Individual Property in arranging for the disposal or treatment,
or arranging with a transporter for transport for the disposal or treatment, of Hazardous Substances in, on, above or under any
Individual Property at any facility or incineration vessel containing such or similar Hazardous Substances; (j) any acts of
any of the Indemnitors, any of the Mortgage Borrowers, any Person affiliated with any of the Indemnitors, any of the Mortgage Borrowers,
and/or any tenant or other user of any Individual Property in accepting any Hazardous Substances in, on, above or under any Individual
Property for transport to disposal or treatment facilities, incineration vessels or sites from which there is a Release or a threatened
Release of any Hazardous Substance which causes the incurrence of costs for Remediation; (k) any personal injury, wrongful
death or property or other damage arising under any statutory or common law or tort law theory, in each case, with respect to environmental
matters concerning any Individual Property, including, but not limited to, damages assessed for private or public nuisance or for
the conducting of an abnormally dangerous activity on or near any Individual Property; and (l) any misrepresentation or inaccuracy
in any representation or warranty contained in this Agreement or material breach or failure to perform any covenants or other obligations
pursuant to this Agreement. In addition, the Indemnitors hereby covenant and agree to pay for and perform the Environmental Work
in excess of $1,000,000.


 


Notwithstanding the
provisions of this Agreement to the contrary, the foregoing indemnity shall not apply to Losses caused solely by the gross negligence
or willful misconduct of any Indemnified Party.


 


5.          Duty
to Defend and Attorneys’ and Other Fees and Expenses. Upon written request by any Indemnified Party, Indemnitors
shall defend such Indemnified Party(ies) against any claim for which indemnification is required hereunder (if requested by any
Indemnified Party, in the name of the Indemnified Party), by attorneys and other professionals reasonably approved by the Indemnified
Parties. Notwithstanding the foregoing, if the defendants in a claim include an Indemnitor (or any affiliate of an Indemnitor)
and any Indemnified Party shall have reasonably concluded that (A) there are legal defenses available to it that are materially
different from or in addition to those available to such Indemnitor (or such Affiliate of such Indemnitor), or (B) the use
of the attorneys engaged by such Indemnitor (or such affiliate of such Indemnitor) would present such attorneys with a conflict
of interest, Indemnified Parties may, in their sole and absolute discretion, engage their own attorneys and other professionals
to defend or assist them, and, at the option of Indemnified Parties, their attorneys shall control the resolution of any claim
or proceeding; provided that no compromise or settlement shall be entered without Indemnitors’ consent, which consent shall
not be unreasonably withheld. Upon demand, Indemnitors shall pay or, in the sole and absolute discretion of the Indemnified Parties,
reimburse, the Indemnified Parties for the payment of the reasonable fees and disbursements of attorneys, engineers, environmental
consultants, laboratories and other professionals in connection therewith.


 




    
	 	-5-	Environmental Indemnity Agreement




     


    

 


6.          Definitions.
As used in this Agreement, the following terms shall have the following meanings:


 


The term “Environmental
Laws” means any present and future federal, state and local laws, statutes, ordinances, rules, regulations and the
like, as well as common law, relating to protection of human health or the environment, relating to Hazardous Substances and/or
relating to liability for or costs of other actual or threatened danger to human health or the environment. The term “Environmental
Laws” includes, but is not limited to, the following statutes, as amended, any successor thereto, and any regulations promulgated
pursuant thereto, and any state or local statutes, ordinances, rules, regulations and the like addressing similar issues: the Comprehensive
Environmental Response, Compensation and Liability Act; the Emergency Planning and Community Right-to-Know Act; the Hazardous Substances
Transportation Act; the Resource Conservation and Recovery Act (including, but not limited to, Subtitle I relating to underground
storage tanks); the Solid Waste Disposal Act; the Clean Water Act; the Clean Air Act; the Toxic Substances Control Act; the Safe
Drinking Water Act; the Occupational Safety and Health Act; the Federal Water Pollution Control Act; the Federal Insecticide, Fungicide
and Rodenticide Act; the Endangered Species Act; the National Environmental Policy Act; the River and Harbors Appropriation Act;
and those relating to Lead Based Paint. The term “Environmental Laws” also includes, but is not limited to, any present
and future federal, state and local laws, statutes, ordinances, rules, regulations and the like, as well as common law, conditioning
transfer of property upon a negative declaration or other approval of a Governmental Authority of the environmental condition of
any Individual Property; requiring notification or disclosure of Releases of Hazardous Substances or other environmental condition
of a property to any Governmental Authority or other Person, whether or not in connection with any transfer of title to or interest
in such property; imposing conditions or requirements in connection with environmental permits or other environmental authorization
for lawful activity; relating to nuisance, trespass or other causes of action related to the physical condition or use of any Individual
Property; and relating to wrongful death, personal injury or property or other damage in connection with any physical condition
or use of any Individual Property.


 


The term “Hazardous
Substances” includes, but is not limited to, any and all substances (whether solid, liquid or gas) defined, listed
or otherwise classified as pollutants, hazardous wastes, hazardous substances, hazardous materials, extremely hazardous wastes
or words of similar meaning or regulatory effect under any present or future Environmental Laws or that may have a negative impact
on human health or the environment, including, but not limited to, petroleum and petroleum products, asbestos and asbestos-containing
materials, polychlorinated biphenyls, lead, and lead-containing materials, radon, radioactive materials, flammables and explosives,
Lead Based Paint and Toxic Mold. Notwithstanding anything to the contrary contained herein, the term “Hazardous Substances”
will not include substances which otherwise would be included in such definition but which are of kinds and in amounts ordinarily
and customarily used or stored in similar properties, including, without limitation substances used for the purposes of cleaning,
maintenance, or operations, substances typically used in construction, and typical products used in properties like the Properties,
and which are otherwise in compliance with all Environmental Laws. Furthermore, the term “Hazardous Substances” will
not include substances which otherwise would be included in such definition but which are of kinds and in amounts ordinarily and
customarily stocked and sold by tenants operating retail businesses of the types operated by the Tenants and which are otherwise
in compliance with all Environmental Laws.


 




    
	 	-6-	Environmental Indemnity Agreement




     


    

 


The term “Indemnified
Parties” includes Indemnitee, any Person who is or will have been involved in the origination of the Loan, any Person
who is or will have been involved with the servicing of the Loan, any Person in whose name the encumbrance created by the Mortgage
is or will have been recorded, Persons who may hold or acquire or will have held a full or partial interest in the Loan (including,
but not limited to, Investors (as hereinafter defined) and/or prospective Investors, as well as custodians, trustees and other
fiduciaries who hold or have held a full or partial interest in the Loan for the benefit of third parties), as well as the respective
directors, officers, shareholders, partners, members, employees, agents, servants, representatives, contractors, subcontractors,
affiliates, subsidiaries, participants, successors and assigns of any and all of the foregoing (including, but not limited to,
any other Person who holds or acquires or will have held a participation or other full or partial interest in the Loan, the Collateral
or any Individual Property, whether during the term of the Loan or as a part of, or following a foreclosure of, the Loan and including,
but not limited to, any successors by merger, consolidation or acquisition of all or a substantial portion of Indemnitee’s
assets and business), but shall not include any Person who acquires the Property at any time after the completion of a foreclosure,
sale by power of sale, or deed in lieu of foreclosure, and any Person claiming by, through or under such acquirer, in their capacity
as such.


 


The term “Investors”
means collectively, any purchaser, transferee, assignee, servicer, participant or investor or any credit rating agency.


 


The term “Legal
Action” means any claim, suit or proceeding, whether administrative or judicial in nature.


 


The term “Losses”
includes any actual losses, damages, costs, fees, expenses, claims, suits, judgments, awards, liabilities (including, but not limited
to, strict liabilities), obligations, debts, diminutions in value, fines, penalties, charges, costs of Remediation (whether or
not performed voluntarily), amounts paid in settlement, foreseeable and unforeseeable consequential damages, litigation costs,
reasonable fees of attorneys, engineers and environmental consultants and investigation costs (including, but not limited to, costs
for sampling, testing and analysis of soil, water, air, building materials and other materials and substances, whether solid, liquid
or gas), of whatever kind or nature, and whether or not incurred in connection with any judicial or administrative proceedings,
actions, claims, suits, judgments or awards.


 




    
	 	-7-	Environmental Indemnity Agreement




     


    

 


The term “Non-Borrower
Indemnitor Affiliate” shall mean any Non-Borrower Indemnitor, and any Person that either (or both) (a) is in
Control of, is Controlled by or is under common Control with (i) any Non-Borrower Indemnitor or (ii) any general partner or managing
member of, or other Person or Persons Controlling, any Non-Borrower Indemnitor (each a “Clause (a) Person”),
or (b) is either (1) a Person that owns directly or indirectly thirty-five percent (35%) or more of the direct or indirect equity
interests in any Non-Borrower Indemnitor or any other Clause (a) Person, or (2) a Person with respect to which either (or a combination)
of the Non-Borrower Indemnitors directly or indirectly owns thirty-five percent (35%) or more of the direct or indirect equity
interests in such Person, or (3) a Person with respect to which any combination of Non-Borrower Indemnitors and Clause (a) Persons
own, directly or indirectly, thirty-five percent (35%) or more of the direct or indirect voting equity interests in such Person;
provided, however, that, notwithstanding the foregoing, no Person shall be deemed to be a Non-Borrower Indemnitor Affiliate (x)
to the extent Controlled by a Controlling Lender (as defined in the Guaranty) in the exercise of its Direct Control Remedies (as
defined in the Guaranty) or (y) in connection with or by virtue solely of any direct or indirect interest in Transferee Borrower
or Indirect Transferee. In addition to, and without limiting, the foregoing, if a direct or indirect interest in the Loan or the
Mortgage Loan is held by a Non-Borrower Indemnitor Affiliate, the related Lender will be deemed a Non-Borrower Indemnitor Affiliate
unless such Non-Borrower Indemnitor Affiliate is a Disabled Participant (as defined below) and one or more other holders of substantial
interests in the Loan or the Mortgage Loan that are not Non-Borrower Indemnitor Affiliates control the administration of the Loan
or the Mortgage Loan and the enforcement of the rights and remedies of such Lender. A Non-Borrower Indemnitor Affiliate is a “Disabled
Participant” with respect to the Loan or the Mortgage Loan if it has no right to exercise any voting or other control
rights with respect to the Loan or the Mortgage Loan (other than the right to approve amendments to the material economic terms
of the Loan or the Mortgage Loan).


 


The term “Release”
with respect to any Hazardous Substance includes, but is not limited to, any release, deposit, discharge, emission, leaking, leaching,
spilling, seeping, migrating, injecting, pumping, pouring, emptying, escaping, dumping, disposing or other movement of Hazardous
Substances.


 


The term “Remediation”
includes, but is not limited to, any response, remedial, removal, or corrective action; any activity to clean up, detoxify, decontaminate,
contain or otherwise remediate any Hazardous Substance; any actions to prevent, cure or mitigate any Release of any Hazardous Substance
(including, with respect to Toxic Mold, providing any moisture control systems at any Individual Property); any action to comply
with any Environmental Laws or with any permits issued pursuant thereto; any inspection, investigation, study, monitoring, assessment,
audit, sampling and testing or laboratory or other analysis or evaluation relating to any Hazardous Substances or to any environmental
matter referred to herein.


 


The term “Toxic
Mold” means fungi that reproduces through the release of spores or the splitting of cells or other means that may
pose a risk to human health or the environment or negatively affect the value of any Individual Property, including, but not limited
to, mold, mildew, fungi, fungal spores, fragments and metabolites such as mycotoxins and microbial volatile organic compounds.


 




    
	 	-8-	Environmental Indemnity Agreement




     


    

 


7.          Unimpaired
Liability. The liability of Indemnitors under this Agreement shall in no way be limited or impaired by, and each Indemnitor
hereby consents to and agrees to be bound by, any amendment or modification of the provisions of, as applicable, the Note, the
Loan Agreement, the Pledge Agreement or any other Loan Document to or with Indemnitee by Borrower or any Person who succeeds Borrower
or any Person as owner of the Collateral or any Individual Property (subject to the express provisions of Section 9 hereof).
In addition, the liability of Indemnitors under this Agreement shall in no way be limited or impaired by (i) any extensions
of time for performance required by the Note, the Loan Agreement, the Pledge Agreement or any of the other Loan Documents, (ii) unless
a substitute Indemnitor acceptable to Indemnitee in accordance with the Loan Agreement has agreed in writing to be bound by the
terms of this Agreement, but subject to Section 9 and Section 10 hereof, any sale or transfer of all or part of the
Collateral, or any sale or other assignment by any Non-Borrower Indemnitor of its direct or indirect ownership interests in any
Mortgage Borrower, (iii) except as provided herein, any exculpatory provision in the Note, the Loan Agreement, the Pledge
Agreement or any of the other Loan Documents limiting Indemnitee’s recourse to the Properties or the Collateral or to any
other security for the Note, or limiting Indemnitee’s rights to a deficiency judgment against any of the Indemnitors, (iv) the
accuracy or inaccuracy of the representations and warranties made by Borrower under the Note, the Loan Agreement, the Pledge Agreement
or any of the other Loan Documents or herein, (v) the release of any of the Indemnitors or any other Person from performance
or observance of any of the agreements, covenants, terms or conditions contained in any of the other Loan Documents, by operation
of law, Indemnitee’s voluntary act, or otherwise, (vi) the release or substitution in whole or in part of any security
for the Note, or (vii) Indemnitee’s failure to file any of the UCC financing statements (or Indemnitee’s improper
filing thereof) or to otherwise perfect, protect, secure or insure any security interest or lien given as security for the Note;
and, in any such case, whether with or without notice to any of the Indemnitors and with or without consideration.


 


8.          Enforcement.
The Indemnified Parties may enforce the obligations of Indemnitors without first resorting to or exhausting any security or collateral
or without first having recourse to the Note, the Loan Agreement, the Pledge Agreement or any other Loan Documents or any of the
Collateral, through foreclosure sale or otherwise, provided, however, that nothing herein shall inhibit or prevent
Indemnitee from suing on the Note, foreclosing or exercising any power of sale under the Pledge Agreement or exercising any other
rights and remedies thereunder, subject to the terms of the Loan Agreement. This Agreement is not collateral or security for the
Obligations of Borrower pursuant to the Loan Agreement, unless Indemnitee expressly elects in writing to make this Agreement additional
collateral or security for such Obligations of Borrower pursuant to the Loan Agreement, which Indemnitee is entitled to do in its
sole and absolute discretion. It is not necessary for an Event of Default to have occurred pursuant to and as defined in the Pledge
Agreement or the Loan Agreement for Indemnified Parties to exercise their rights pursuant to this Agreement. Notwithstanding any
provision of the Loan Agreement to the contrary, the obligations of each Indemnitor pursuant to this Agreement are exceptions to
any non-recourse or exculpation provision of the Loan Agreement; and each Indemnitor expressly acknowledges and agrees that it
is fully and personally liable for such obligations, and such liability is not limited to the original or amortized principal balance
of the Loan or the value of the Collateral.


 




    
	 	-9-	Environmental Indemnity Agreement




     


    

 


9.          Limitations
on Liability of Non-Borrower Indemnitors.


 


(a)          Notwithstanding
anything to the contrary herein or in the other Loan Documents, in the event of:


 


(i)          any
foreclosure upon the Default by a Lender that is not a Non-Borrower Indemnitor Affiliate of the direct ownership interests in the
applicable Mortgage Borrower pledged as collateral for the Loan pursuant to the Loan Documents, any transfer in lieu of foreclosure
of the equity pledged as collateral for the Loan to, on behalf of or for the account of the Lender that is not a Non-Borrower Indemnitor
Affiliate (any such foreclosure or transfer-in-lieu thereof, a “Mezzanine Divestment”), with the result
that neither of the Non-Borrower Indemnitors nor any other Non-Borrower Indemnitor Affiliate (excluding any Loan Party who as a
result of such Mezzanine Divestment is no longer Controlled by either of the Non-Borrower Indemnitors or any other Non-Borrower
Indemnitor Affiliate) shall have Control of, any one or more of the Mortgage Borrowers (each such Mortgage Borrower, a “Divested
Borrower”), or


 


(ii)         (A)
any foreclosure (whether judicially or non-judicially by private sale or trustee’s sale) of any Mortgage, (B) any transfer
in lieu of foreclosure to, on behalf of or for the account of Mortgage Lender or a receiver, trustee, liquidator, conservator or
other third-party appointed by, on behalf of or for the account of Mortgage Lender taking control of any Individual Property (any
such foreclosure, foreclosure sale, transfer in lieu of foreclosure or appointment, a “Mortgage Divestment”),
with the result, in any such case, that neither of the Non-Borrower Indemnitors nor any other Non-Borrower Indemnitor Affiliate
shall have the power to direct the management of, any one or more of the Properties thereby foreclosed, transferred or controlled
(each such Property, a “Divested Property”),


 


then, in such cases,
Non-Borrower Indemnitors shall not have any liability under the Loan Documents for any Losses arising from any circumstance, condition,
action or event with respect to any such Divested Property or Divested Borrower first occurring after the date of the Mortgage
Divestment or Mezzanine Divestment, as applicable, and not caused by the acts of either of the Non-Borrower Indemnitors or any
other Non-Borrower Indemnitor Affiliate, or any Loan Party (excluding any Loan Party who as a result of a Mezzanine Divestment
is no longer Controlled by either of the Non-Borrower Indemnitors or any other Non-Borrower Indemnitor Affiliate); provided that
Non-Borrower Indemnitors shall remain liable hereunder for any Losses to the extent arising from any action or event occurring
with respect to any such Divested Property or Divested Borrower prior to the date of the Mortgage Divestment or Mezzanine Divestment,
as applicable.


 


(b)          In
the event that a Permitted Direct Assumption or Permitted Indirect Assumption, shall occur in accordance with Section 7.1
of the Loan Agreement, and Indemnitee receives in connection therewith a replacement guaranty and replacement environmental indemnity
(collectively, the “Assumption Replacement Guaranty”) in satisfaction of the condition in Section
7.1(a)(xiii) or Section 7.1(b)(xi) of the Loan Agreement, as applicable, Indemnitee shall execute and deliver a release
of Non-Borrower Indemnitors for any Losses arising from any circumstance, condition, action or event first occurring after the
effective date of such Assumption Replacement Guaranty (the “Assumption Release Date”) to the extent
the same is not caused by either of the Non-Borrower Indemnitors or any Non-Borrower Indemnitor Affiliate (it being understood
that circumstances, conditions, actions or events caused by or on behalf of any Transferee Borrower or Indirect Transferee shall
be deemed to not have been caused by any Non-Borrower Indemnitor or any Non-Borrower Indemnitor Affiliate); provided, however,
that Non-Borrower Indemnitors shall remain liable hereunder for any Losses arising from any action or event occurring prior to
the Assumption Release Date.


 




    
	 	-10-	Environmental Indemnity Agreement




     


    

 


(c)          In
the event that a Default shall exist with respect to the Loan and the Lender is not a Non-Borrower Indemnitor Affiliate and the
Lender, pursuant to the exercise of remedies under the Loan Documents, (i) exercises direct voting Control, by power of attorney
or other exercise of voting power with respect to the ownership interests of the applicable Mortgage Borrower pledged to the Lender
as collateral for the Loan under the Loan Documents, of such ownership interests in the applicable Mortgage Borrowers so pledged
as collateral for the Loan, or (ii) appoints a receiver, trustee, liquidator, conservator or other third-party that is not a Non-Borrower
Indemnitor Affiliate to take control of the equity pledged as collateral for the Loan (the “Direct Control Remedies”,
and the Lender, or such receiver, trustee, liquidator, conservator or other third-party appointed by the Lender, exercising such
Direct Control Remedies, the “Controlling Mezzanine Lender”), Non-Borrower Indemnitors shall not have
liability hereunder for the actions that such Controlling Lender, in the exercise of its Direct Control Remedies, causes any Mortgage
Borrower or Borrower to take (“Mezzanine Lender Controlled Actions”) if such Mezzanine Lender Controlled
Actions are taken without consent of or collusion with, either of the Non-Borrower Indemnitors or any Non-Borrower Indemnitor Affiliate.


 


10.         Survival.
Except as expressly provided to the contrary in Section 9 hereof, the obligations and liabilities of each Indemnitor under
this Agreement shall fully survive indefinitely, notwithstanding any termination, satisfaction, assignment, foreclosure on the
Collateral or other exercise of Indemnitee’s rights or remedies under the Pledge Agreement, any other Loan Document or the
UCC. Notwithstanding the foregoing, the indemnification obligations of Indemnitor hereunder shall terminate three (3) years after
the payment in full (or, if later, after delivery of the Environmental Report described in this sentence), in accordance with the
Loan Agreement, by any Indemnitor of the Debt solely as to an Individual Property as to which at the time of such payment (or at
any time thereafter) Indemnitee has been furnished an updated Environmental Report in form and substance, and from an environmental
consultant, reasonably acceptable to Indemnitee and acceptable to the Rating Agencies, which updated Environmental Report discloses,
as of the date of such repayment (or, if later, the date of the delivery thereof), no actual or threatened (other than as disclosed
in the Environmental Report delivered to Indemnitee by Indemnitors in connection with the origination of the Loan) (A) non-compliance
with or violation of applicable Environmental Laws (or permits issued pursuant to Environmental Laws) in connection with any Individual
Property or operations thereon, which has not been cured in accordance with applicable Environmental Laws, (B) Environmental Liens
encumbering any Individual Property, (C) administrative processes or proceedings or judicial proceedings concerning any environmental
matter addressed in this Agreement, or (D) unlawful presence or Release of Hazardous Substances in, on, above or under any Individual
Property that has not been fully remediated as required by applicable Environmental Laws.


 


11.         Interest.
Any amounts payable to any Indemnified Parties under this Agreement shall become immediately due and payable on demand and, if
not paid within thirty (30) days of such demand therefor, shall bear interest at the Default Rate.


 




    
	 	-11-	Environmental Indemnity Agreement




     


    

 


12.         Waivers.


 


(a)          Each
Indemnitor hereby waives and relinquishes (i) any right or claim of right to cause a marshaling of any Indemnitor’s
assets or to cause Indemnitee or any other Indemnified Party to proceed against any of the security for the Loan before proceeding
under this Agreement against any Indemnitor; (ii) all rights and remedies accorded by applicable law to indemnitors or guarantors
generally, including any rights of subrogation which any Indemnitor may have, provided that the indemnity provided
for hereunder shall neither be contingent upon the existence of any such rights of subrogation nor subject to any claims or defenses
whatsoever which may be asserted in connection with the enforcement or attempted enforcement of such subrogation rights, including,
without limitation, any claim that such subrogation rights were abrogated by any acts of Indemnitee or any other Indemnified Party;
(iii) the right to assert a counterclaim, other than a mandatory or compulsory counterclaim, in any action or proceeding brought
against or by Indemnitee or any other Indemnified Party; (iv) notice of acceptance hereof and of any action taken or omitted
in reliance hereon; (v) presentment for payment, demand of payment, protest or notice of nonpayment or failure to perform
or observe, or other proof, or notice or demand; and (vi) all homestead exemption rights against the obligations hereunder
and the benefits of any statutes of limitations or repose. Notwithstanding anything to the contrary contained herein, each Indemnitor
hereby agrees to postpone the exercise of any rights of subrogation with respect to any collateral securing the Obligations until
the Debt shall have been paid in full.


 


(b)          EACH
INDEMNITOR AND EACH INDEMNIFIED PARTY, BY ITS ACCEPTANCE OF THE BENEFITS HEREOF, HEREBY AGREES NOT TO ELECT A TRIAL BY JURY OF
ANY ISSUE TRIABLE OF RIGHT BY JURY, AND FOREVER WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL
NOW OR HEREAFTER EXIST, WITH REGARD TO THIS AGREEMENT, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH.
THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY EACH INDEMNITOR AND INDEMNIFIED PARTY AND IS INTENDED
TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. EACH PARTY
IS HEREBY AUTHORIZED TO FILE A COPY OF THIS SECTION IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY EACH INDEMNITOR
AND INDEMNIFIED PARTY.


 


13.         Subrogation.
Each Indemnitor hereby agrees that it shall take any and all commercially reasonable actions, including the institution of legal
action against third parties, necessary or appropriate to obtain reimbursement, payment or compensation from such Persons responsible
for the presence of any Hazardous Substances at, in, on, under or near any Individual Property or otherwise obligated by law to
bear the cost. The Indemnified Parties shall be and hereby are subrogated to all of each Indemnitor’s rights now or hereafter
in such claims.


 


14.         Indemnitors’
Representations and Warranties. Each Indemnitor represents and warrants that:


 




    
	 	-12-	Environmental Indemnity Agreement




     


    

 


(a)          it
has the full power and authority to execute and deliver this Agreement and to perform its obligations hereunder; the execution,
delivery and performance of this Agreement by such Indemnitor has been duly and validly authorized; and all requisite action has
been taken by such Indemnitor to make this Agreement valid and binding upon such Indemnitor, enforceable in accordance with its
terms;


 


(b)          its
execution of, and compliance with, this Agreement is in the ordinary course of business of such Indemnitor and will not result
in the breach of any term or provision of the charter, by-laws, partnership, operating or trust agreement or other governing instrument
of such Indemnitor, the Collateral or result in the breach of any term or provision of, or conflict with or constitute a default
under, or result in the acceleration of any obligation under, any agreement, indenture or loan or credit agreement or other instrument
to which such Indemnitor or any Individual Property is subject, or result in the violation of any law, rule, regulation, order,
judgment or decree to which such Indemnitor, the Collateral or any Individual Property is subject;


 


(c)          to
the best of such Indemnitor’s knowledge, there is no action, suit, proceeding or investigation pending or threatened against
it which, either in any one instance or in the aggregate, would be reasonably likely to result in any material adverse change in
the business, operations, financial condition, properties or assets of such Indemnitor, or in any material impairment of the right
or ability of such Indemnitor to carry on its business substantially as now conducted, or in any material liability on the part
of such Indemnitor, or which would draw into question the validity of this Agreement or of any action taken or to be taken in connection
with the obligations of such Indemnitor contemplated herein, or which would be likely to impair materially the ability of such
Indemnitor to perform under the terms of this Agreement;


 


(d)          it
does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in
this Agreement;


 


(e)          to
the best of such Indemnitor’s knowledge, no approval, authorization, order, license or consent of, or registration or filing
with, any Governmental Authority or other Person, and no approval, authorization or consent of any other Person, that has not been
obtained as of the execution hereof, is required in connection with this Agreement; and


 


(f)          this
Agreement constitutes a valid, legal and binding obligation of such Indemnitor, enforceable against it in accordance with the terms
hereof, subject to bankruptcy, insolvency and similar laws of general applicability relating to or affecting creditors’ rights
and to general equity principles.


 


15.         No
Waiver. No delay by any Indemnified Party in exercising any right, power or privilege under this Agreement shall operate
as a waiver of any such privilege, power or right.


 


16.         Notice
of Legal Actions. Each party hereto shall, within five (5) Business Days of receipt thereof, give written notice to the
other parties hereto of (i) any notice, advice or other communication from any Governmental Authority or any source whatsoever
with respect to the presence or potential presence of Hazardous Substances on, from or affecting any Individual Property in violation
of applicable Environmental Laws, and (ii) any legal action brought against such party or related to any Individual Property,
with respect to which Indemnitors may have liability under this Agreement. Such notice shall comply with the provisions of Section
17 hereof.


 




    
	 	-13-	Environmental Indemnity Agreement




     


    

 


17.         Notices.
All notices, demands, requests, consents, approvals or other communications (any of the foregoing, a “Notice”)
required, permitted or desired to be given hereunder shall be in writing and shall be sent by telefax (with answer back acknowledged)
or by registered or certified mail, postage prepaid, return receipt requested, or delivered by hand or by reputable overnight courier,
addressed to the party to be so notified at its address hereinafter set forth, or to such other address as such party may hereafter
specify in accordance with the provisions of this Section 17. Any Notice shall be deemed to have been received: (a) three
(3) days after the date such Notice is mailed, (b) on the date of sending by telefax if sent during business hours on a Business
Day (otherwise on the next Business Day), (c) on the date of delivery by hand if delivered during business hours on a Business
Day (otherwise on the next Business Day), and (d) on the next Business Day if sent by an overnight commercial courier, in
each case addressed to the parties as follows:


 


	If to Indemnitee:	Deutsche Bank AG, New York Branch
	 	60 Wall Street, 10th Floor
	 	New York, NY  10005
	 	Attention:  General Counsel
	 	Facsimile No. (646) 736-5721
	 	 
	and to:	Deutsche Bank AG, New York Branch 
	 	60 Wall Street, 10th Floor
	 	New York, NY  10005
	 	Attention:  Robert W. Pettinato, Jr.
	 	Facsimile No. (212) 797-4489
	 	 
	and to:	Cadwalader, Wickersham & Taft LLP
	 	One World Financial Center
	 	New York, New York 10281
	 	Attention: Bonnie Neuman, Esq.
	 	Facsimile No.:  (212) 504-6666
	 	E-mail: bonnie.neuman@cwt.com
	 	 
	If to Indemnitors:	c/o Hospitality Investors Trust, Inc., 
	 	3950 University Drive
	 	Fairfax, Virginia  22030
	 	Attention:  General Counsel
	 	 
	with a copy to:	Cleary Gottlieb Steen & Hamilton LLP
	 	One Liberty Plaza
	 	New York, New York 10006
	 	Attention:  Michael Weinberger, Esq.
	 	Facsimile No. (212) 693-9649


 




    
	 	-14-	Environmental Indemnity Agreement




     


    

 


Any party may change the address to which
any such Notice is to be delivered by furnishing ten (10) days’ written notice of such change to the other parties in accordance
with the provisions of this Section 17. Notices shall be deemed to have been given on the date set forth above, even if
there is an inability to actually deliver any Notice because of a changed address of which no Notice was given or there is a rejection
or refusal to accept any Notice offered for delivery. Notice for any party may be given by its respective counsel. Additionally,
Notice from Indemnitee may also be given by Servicer.


 


18.         Duplicate
Originals; Counterparts. This Agreement may be executed in any number of duplicate originals and each duplicate original
shall be deemed to be an original. This Agreement may be executed in several counterparts, each of which counterparts shall be
deemed an original instrument and all of which together shall constitute a single Agreement. The failure of any party hereto to
execute this Agreement, or any counterpart hereof, shall not relieve the other signatories from their obligations hereunder.


 


19.         No
Oral Change. This Agreement, and any provisions hereof, may not be modified, amended, waived, extended, changed, discharged
or terminated orally or by any act or failure to act on the part of any Indemnitor or any Indemnified Party, but only by an agreement
in writing signed by the party or parties against whom enforcement of any modification, amendment, waiver, extension, change, discharge
or termination is sought.


 


20.         Headings,
Etc. The headings and captions of various sections of this Agreement are for convenience of reference only and are not
to be construed as defining or limiting, in any way, the scope or intent of the provisions hereof.


 


21.         Number
and Gender/Successors and Assigns. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine,
neuter, singular or plural as the identity of the Person or Persons referred to may require. Without limiting the effect of specific
references in any provision of this Agreement, the term “Indemnitor” shall be deemed to refer to each and every Person
constituting an Indemnitor from time to time, as the sense of a particular provision may require, and to include the heirs, executors,
administrators, legal representatives, successors and permitted assigns of each Indemnitor, all of whom shall be bound by the provisions
of this Agreement. Each reference herein to Indemnitee shall be deemed to include its successors and assigns; provided
that no obligation of any Indemnitor may be assigned except in accordance with the Loan Agreement. This Agreement shall inure to
the benefit of the Indemnified Parties and their respective successors, permitted assigns, heirs and legal representatives forever.
The Indemnified Parties shall have the right to assign or transfer their rights under this Agreement in connection with any assignment
of the Loan and the Loan Documents. Any assignee or transferee of Indemnitee (and the other Indemnified Parties) shall be entitled
to all the benefits afforded to Indemnitee (and the other Indemnified Parties) under this Agreement. No Indemnitor shall have the
right to assign or transfer its rights or obligations under this Agreement without the prior written consent of Indemnitee, unless
otherwise permitted by the Loan Agreement, and any attempted assignment without such consent shall be null and void.


 


22.         Release
of Liability. Any one or more parties liable upon or in respect of this Agreement may be released without affecting the
liability of any party not so released.


 




    
	 	-15-	Environmental Indemnity Agreement




     


    

 


23.         Rights
Cumulative. The rights and remedies herein provided are cumulative and not exclusive of any rights or remedies which Indemnitee
has under the Note, the Pledge Agreement, the Loan Agreement or the other Loan Documents or would otherwise have at law or in equity.


 


24.         Inapplicable
Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future
laws effective during the term of this Agreement, such provision shall be fully severable and this Agreement shall be construed
and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement, and the remaining
provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable
provision or by its severance from this Agreement, unless such continued effectiveness of this Agreement, as modified, would be
contrary to the basic understandings and intentions of the parties as expressed herein.


 


25.         Governing
Law; Jurisdiction; Service of Process.


 


(a)          THIS
AGREEMENT WAS NEGOTIATED IN THE STATE OF NEW YORK, AND MADE BY EACH INDEMNITOR AND ACCEPTED BY INDEMNITEE IN THE STATE OF NEW YORK,
AND THE PROCEEDS OF THE NOTE WERE DISBURSED FROM THE STATE OF NEW YORK, WHICH STATE THE PARTIES AGREE HAS A SUBSTANTIAL RELATIONSHIP
TO THE PARTIES AND TO THE UNDERLYING TRANSACTION RELATED HERETO, AND IN ALL RESPECTS, INCLUDING, WITHOUT LIMITING THE GENERALITY
OF THE FOREGOING, MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS AGREEMENT AND THE OBLIGATIONS ARISING HEREUNDER SHALL
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED
IN SUCH STATE (WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS) AND ANY APPLICABLE LAW OF THE UNITED STATES OF AMERICA. TO THE
FULLEST EXTENT PERMITTED BY LAW, EACH INDEMNITOR HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM TO ASSERT THAT THE LAW
OF ANY OTHER JURISDICTION GOVERNS THIS AGREEMENT AND/OR THE OTHER LOAN DOCUMENTS, AND THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK PURSUANT TO SECTION 5-1401 OF THE NEW
YORK GENERAL OBLIGATIONS LAW.


 


(b)          ANY
LEGAL SUIT, ACTION OR PROCEEDING AGAINST INDEMNITEE OR ANY INDEMNITOR ARISING OUT OF OR RELATING TO THIS AGREEMENT MAY, AT INDEMNITEE’S
OPTION, BE INSTITUTED IN ANY FEDERAL OR STATE COURT IN THE CITY OF NEW YORK, COUNTY OF NEW YORK, PURSUANT TO SECTION 5-1402
OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND EACH INDEMNITOR WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON
VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND EACH INDEMNITOR HEREBY IRREVOCABLY SUBMITS TO THE
EXCLUSIVE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. EACH INDEMNITOR DOES HEREBY DESIGNATE AND APPOINT:


 




    
	 	-16-	Environmental Indemnity Agreement




     


    

 


CORPORATION
SERVICE COMPANY


1180
AVENUE OF THE AMERICAS, SUITE 210


NEW
YORK, NY 10036-84011


 


AS ITS AUTHORIZED
AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING
IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK, AND EACH INDEMNITOR AGREES THAT SERVICE OF PROCESS UPON SAID AGENT AT SAID
ADDRESS AND WRITTEN NOTICE OF SAID SERVICE MAILED OR DELIVERED TO SUCH INDEMNITOR IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED
IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON SUCH INDEMNITOR IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THE STATE OF NEW YORK.
EACH INDEMNITOR (I) SHALL GIVE PROMPT NOTICE TO INDEMNITEE OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER, (II) MAY AT
ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT
AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS AND WHICH SUBSTITUTE AGENT SHALL AT ALL TIMES BE
THE SAME AGENT AS AUTHORIZED BY BORROWER UNDER THE LOAN AGREEMENT), AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS
AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSOR. NOTHING CONTAINED
HEREIN SHALL AFFECT THE RIGHT OF THE INDEMNIFIED PARTIES TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL
PROCEEDINGS OR OTHERWISE PROCEED AGAINST INDEMNITORS IN ANY OTHER JURISDICTION.


 


26.         Miscellaneous.


 


(a)          Wherever
pursuant to this Agreement (i) Indemnitee (or any other Indemnified Party) exercises any right given to it to approve or disapprove
any matter, (ii) any arrangement or term is to be satisfactory to Indemnitee (or any other Indemnified Party), or (iii) any
other decision or determination is to be made by Indemnitee (or any other Indemnified Party), the decision of Indemnitee (or such
other Indemnified Party) to approve or disapprove such matter, all decisions that arrangements or terms are satisfactory or not
satisfactory to Indemnitee (or such other Indemnified Party) and all other decisions and determinations made by Indemnitee (or
such other Indemnified Party), shall be in the sole and absolute discretion of Indemnitee (or such other Indemnified Party) and
shall be final and conclusive, except as may be otherwise expressly and specifically provided herein.


 




    
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(b)          Wherever
pursuant to this Agreement it is provided that any Indemnitor pay any costs and expenses, such costs and expenses shall include,
but not be limited to, reasonable out-of-pocket legal fees and disbursements of Indemnitee and the other Indemnified Parties, whether
incurred by retained outside law firms, or as reimbursements for the expenses of in-house legal staff, or otherwise.


 


27.         Joint
and Several Liability. The obligations and liabilities of the Indemnitors hereunder are joint and several.


 


28.         Recitals.
The recitals hereof are a part hereof, form a basis for this Agreement and shall be considered prima facie evidence of the
facts and documents referred to therein.


 


29.         Unsecured
Obligations.  Indemnitors hereby acknowledge that Indemnitee’s appraisal of the Collateral is such that Indemnitee
is not willing to accept the consequences of the inclusion of Indemnitors’ indemnity set forth herein among the obligations
secured by the Pledge Agreement and the other Loan Documents and that Indemnitee would not enter into the Loan Agreement but for
the unsecured personal liability undertaken by Indemnitors herein.  Indemnitors further hereby acknowledge that even though
the representations, warranties, covenants or agreements of Indemnitors contained herein may be identical or substantially similar
to representations, warranties, covenants or agreements of Indemnitors set forth in the Loan Agreement and/or the Pledge Agreement
and secured thereby, the obligations of Indemnitors under this Agreement are not secured by the lien of the Pledge Agreement or
the security interests or other collateral described in the Pledge Agreement or the other Loan Documents, it being the intent of
Indemnitee to create separate obligations of Indemnitors hereunder which can be enforced against Indemnitors without regard to
the existence of the Pledge Agreement, the Loan Agreement or the other Loan Documents or the liens or security interests created
therein.


 


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IN WITNESS WHEREOF,
this Agreement has been executed by Indemnitors and is effective as of the day and year first above written.


 


	 	INDEMNITORS:
	 	 	 
	 	HIT 2PK MEZZ, LLC, a Delaware limited liability company
	 	 
	 	By:	/s/ Paul C. Hughes
	 	 	Name:	Paul C. Hughes
	 	 	Title:	General Counsel and Secretary


 


[SIGNATURES CONTINUE ON NEXT PAGE]


 




    
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	 	HOSPITALITY INVESTORS TRUST OPERATING PARTNERSHIP, L.P.,
	 	a Delaware limited partnership
	 	 
	 	By:	Hospitality Investors Trust, Inc., a

                                             Maryland corporation, its general partner

	 	 
	 	By:	/s/ Paul C. Hughes
	 	 	Name:	Paul C. Hughes
	 	 	Title:	General Counsel and Secretary


 


	 	HOSPITALITY
INVESTORS TRUST, INC., a Maryland corporation
	 	 
	 	By:	/s/ Paul C. Hughes
	 	 	Name:	Paul C. Hughes
	 	 	Title:	General Counsel and Secretary


 




    
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SCHEDULE I



 


LIST OF ENVIRONMENTAL
REPORTS


 


 


 




    
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	 		Environmental Indemnity Agreement