EXHIBIT 10.7


 


ENVIRONMENTAL INDEMNITY AGREEMENT


 


THIS ENVIRONMENTAL INDEMNITY AGREEMENT (this “Agreement”), which
is dated as of November 15, 2007, is executed by CHASE PARK PLAZA, LLC, a
Delaware limited liability company (“Borrower”), and BEHRINGER HARVARD
OPPORTUNITY REIT I, INC., a Maryland corporation (“Guarantor”), as
a condition of, and to induce BANK OF AMERICA, N.A., a national banking
association (“Administrative Agent”) and certain other lenders
(collectively, the “Lenders”) now or hereafter made a party to the Loan
Agreement (as herein defined) to make, a construction loan (the “Loan”)
to Borrower evidenced or to be evidenced by a Promissory Note made by Borrower
payable to the order of Administrative Agent in the face principal amount of
$86,200,000.00 (the “Note”). The Loan is secured or to be secured by a
Deed of Trust, Security Agreement, Fixture Filing and Financing Statement (the “Deed
of Trust”) dated of even date herewith encumbering certain real and
personal property as therein described (collectively, the “Property”),
including the land described in Exhibit A which is attached hereto
and made a part hereof. 


 


1.                                       Certain
Definitions. As used in this Agreement:


 


“Claim” means any controversy or claim between one or more
Obligors and Administrative Agent, whether arising in contract or tort or by
statute, that arises out of or relates to this Agreement, including any
renewals, extensions or modifications hereof.


 


“Cut-Off Date” means the earlier of the following two dates: (a) the
date on which the indebtedness and obligations secured by the Deed of Trust
have been paid and performed in full and the Deed of Trust has been released;
or (b) the date on which the lien of the Deed of Trust is fully and
finally foreclosed or a conveyance by deed in lieu of such foreclosure is fully
and finally effective and possession of the Property has been given to and
accepted by the purchaser or grantee free of occupancy and claims to occupancy
by Obligors and their heirs, devisees, representatives, successors and assigns;
provided, however, that if such payment, performance, release, foreclosure or
conveyance is challenged in proceedings under any Debtor Relief Law or
otherwise, the Cut-Off Date shall be deemed not to have occurred until such
challenge is validly released, dismissed with prejudice or otherwise barred by
law from further assertion.


 


“Debtor Relief Law” means any federal, state or local law,
domestic or foreign, as now or hereafter in effect relating to bankruptcy,
insolvency, liquidation, receivership, reorganization, arrangement,
composition, extension or adjustment of debts, or any similar law affecting the
rights of creditors.


 


“Default” has the same meaning ascribed to the term “Event of
Default” in the Deed of Trust and includes any breach of any covenant,
representation or warranty and any other default under this Agreement, subject
to any applicable notice and cure period.


 


“Default Rate” has the meaning ascribed to such term in the
Note.


 


ENVIRONMENTAL
INDEMNITY AGREEMENT – Page 1


 

















 


“Environmental Assessment” means a report (including all drafts
thereof) of an environmental assessment of the Property of such scope as may be
reasonably requested by Administrative Agent or another Indemnified Party,
including the taking of soil borings and air and groundwater samples and other
above- and below-ground testing, by a consulting firm reasonably acceptable to
such Indemnified Party and made in accordance with the established guidelines
of such Indemnified Party.


 


“Environmental Claim” means any investigative, enforcement,
cleanup, removal, containment, remedial or other private or governmental or
regulatory action at any time threatened, instituted or completed pursuant to
any applicable Environmental Requirement, against Borrower or any Obligor
against or with respect to the Property or any condition, use or activity on
the Property (including any such action against Administrative Agent and any
other Lender), and any claim at any time threatened or made by any person
against any Obligor or against or with respect to the Property or any
condition, use or activity on the Property (including any such action against
Administrative Agent and any other Lender), relating to damage, contribution,
cost recovery, compensation, loss or injury resulting from or in any way
arising in connection with any Hazardous Material or any Environmental
Requirement.


 


“Environmental Damages” means all claims, demands, liabilities
(including strict liability), losses, damages (including consequential
damages), causes of action, judgments, penalties, fines, costs and expenses
(including fees, costs and expenses of attorneys, consultants, contractors,
experts and laboratories), of any and every kind and character, contingent or otherwise,
matured or unmatured, known or unknown, foreseeable or unforeseeable, made,
incurred, suffered, brought, or imposed at any time and from time to time, and
arising in whole or in part from any of the following matters, regardless
of whether caused by an Obligor or a tenant or subtenant, or a prior owner of
the Property or its tenant or subtenant, or any third party:


 


(a)                                  The
presence of any Hazardous Material on the Property, or any escape, seepage,
leakage, spillage, emission, release, discharge or disposal of any Hazardous
Material on or from the Property, or the migration or release or threatened
migration or release of any Hazardous Material to, from or through the
Property, on or before the Cut-Off Date; or


 


(b)                                 Any
act, omission, event or circumstance existing or occurring in connection with
the handling, treatment, containment, removal, storage, decontamination,
clean-up, transport or disposal of any Hazardous Material which is or was
present on the Property on or before the Cut-Off Date; or


 


(c)                                  The
breach of any representation, warranty, covenant or agreement contained in this
Agreement because of any event or condition occurring or existing on or before
the Cut-Off Date; or


 


(d)                                 Any
violation on or before the Cut-Off Date, of any Environmental Requirement in
effect on or before the Cut-Off Date, regardless of whether any act, omission,
event or circumstance giving rise to the violation constituted a violation at
the time of the occurrence or inception of such act, omission, event or circumstance;
or


 


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(e)                                  Any
Environmental Claim, or the filing or imposition of any environmental lien
against the Property, because of, resulting from, in connection with, or
arising out of any of the matters referred to in clauses (a) through (d) preceding.


 


Without
limiting the generality of the foregoing, “Environmental Damages”
includes: (i) the investigation or remediation of any such Hazardous
Material or violation of any such Environmental Requirement, including the
preparation of any feasibility studies or reports and the performance of any
cleanup, remediation, removal, response, abatement, containment, closure,
restoration, monitoring or similar work required by any Environmental
Requirement or necessary to have full use and benefit of the Property as
contemplated by the Loan Documents (including any of the same in connection
with any foreclosure action or transfer in lieu thereof); (ii) injury or
damage to any person, property or natural resource occurring on or off the
Property and constituting an Environmental Claim, including the cost of
demolition and rebuilding of any improvements on real property; (iii) all
liability to pay or indemnify any person or governmental authority for costs
expended in connection with any of the matters included within this definition
of Environmental Damages; (iv) the investigation and defense of any claim,
whether or not such claim is ultimately defeated; and (v) the settlement
of any claim or judgment.


 


“Environmental Law” means any federal, state or local law,
statute, ordinance, code, rule, regulation, license, authorization, decision,
order, injunction, decree, or rule of common law, and any judicial
interpretation of any of the foregoing, which pertains to health or safety (as
they relate to exposure to, or the presence of, Hazardous Materials), any
Hazardous Material, or the environment (including ground or air or water or
noise pollution or contamination, and underground or aboveground tanks) and
shall include the Solid Waste Disposal Act, 42 U.S.C. § 6901 et  seq.;
the Comprehensive Environmental Response, Compensation and Liability Act of
1980, 42 U.S.C. § 9601 et  seq. (“CERCLA”), as amended by the
Superfund Amendments and Reauthorization Act of 1986 (“SARA”); the Hazardous
Materials Transportation Act, 49 U.S.C. § 1801 et  seq.; the
Federal Water Pollution Control Act, 33 U.S.C. § 1251 et  seq.;
the Clean Air Act, 42 U.S.C. § 7401 et  seq.; the Toxic
Substances Control Act, 15 U.S.C. § 2601 et  seq.; the Safe
Drinking Water Act, 42 U.S.C. § 300f et  seq.; and any other
state or federal environmental statutes, and all rules, regulations, orders and
decrees now or hereafter promulgated under any of the foregoing, as any of the
foregoing now exist or may be changed or amended or come into effect in
the future.


 


“Environmental Requirement” means any Environmental Law,
agreement or restriction (including any condition or requirement imposed by any
insurance or surety company), as the same now exists or may be changed or
amended or come into effect in the future, which pertains to health or safety
(as they relate to exposure to, or the presence of, Hazardous Materials), any
Hazardous Material, or the environment, including ground, air, water or noise
pollution or contamination, and underground or aboveground tanks. 


 


“Hazardous Material” means any substance, whether solid, liquid
or gaseous: (a) which is listed, defined or regulated as a “hazardous
substance”, “hazardous waste” or “solid waste”, or otherwise classified as
hazardous or toxic, in or pursuant to any Environmental Requirement; or (b) which
is or which contains asbestos, radon, any polychlorinated biphenyl, urea
formaldehyde foam insulation, explosive or radioactive material, or motor fuel
or other 


 


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petroleum
hydrocarbons; or (c) which causes or poses a threat to cause a
contamination or nuisance on the Property or any adjacent property or a hazard
to the environment or to the health or safety of persons on the Property by
virtue of exposure thereto or the presence thereof.


 


“Indemnified Party” means each of the following persons and
entities: (a) Administrative Agent, the other Lenders, or any subsequent
holder of the Note; (b) Trustee; (c) any persons or entities owned or
controlled by, owning or controlling, or under common control or affiliated
with, Administrative Agent, the other Lenders, any subsequent holder of the
Note, and/or Trustee; (d) any participants and co-lenders in the Loan; (e) the
directors, officers, partners, employees, attorneys and agents of each of the
foregoing persons and entities; and (f) the heirs, personal
representatives, successors and assigns of each of the foregoing persons and
entities.


 


“Loan Agreement” means that certain Construction Loan Agreement
dated of even date herewith, executed by Administrative Agent, Syndication
Agent, Borrower, and the other Lenders now or hereafter made a party thereto,
as hereafter amended or modified.


 


“Loan Documents” has the meaning ascribed to such term in the
Deed of Trust.


 


“Obligor” means any individual Borrower or Guarantor and “Obligors”
means some or all of the persons and entities comprising Borrower and/or
Guarantor, collectively.


 


“On” or “on”, when used with respect to the Property or
any property adjacent to the Property, means “on, in, under, above or about.”


 


“Syndication Agent” means National City Bank. 


 


“Trustee” means the Trustee under the Deed of Trust.


 


2.                                       Representations
and Warranties. Except as otherwise disclosed in the Environmental
Assessment delivered to Administrative Agent in connection with the Loan, each
Obligor, after due inquiry and investigation in accordance with good commercial
or customary practices to determine whether contamination is present on the
Property or elsewhere in connection with any activity on the Property, hereby
represents and warrants to, and covenants with, Administrative Agent and the
other Lenders, without regard to whether Administrative Agent or the other
Lenders has or hereafter obtains any knowledge or report of the environmental
condition of the Property, as follows:


 


(a)                                  During
the period of Borrower’s ownership of the Property, the Property has not been
used for industrial or manufacturing purposes, for landfill, dumping or other
waste disposal activities or operations, for generation, storage, use, sale,
treatment, processing, recycling or disposal of any Hazardous Material (except
in commercially reasonable amounts and related to Borrower’s operation and
renovation of the Property), for underground or aboveground storage tanks, or
for any other use that could give rise to the release of any Hazardous Material
on the Property; to the best of Obligors’ knowledge, no such use of the
Property occurred at any time prior to the period of Borrower’s ownership of
the Property; and to 


 


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the best of
Obligors’ knowledge, no such use on any adjacent property occurred at any time
prior to the date hereof;


 


(b)                                 To
the best of Obligors’ knowledge, there is no Hazardous Material (except in
commercially reasonable amounts and related to Borrower’s operation and
renovation of the Property), storage tank (or similar vessel) whether
underground or otherwise, sump or well currently on the Property;


 


(c)                                  Obligors
have received no notice and have no knowledge of any Environmental Claim or any
completed, pending or proposed or threatened investigation or inquiry
concerning the presence or release of any Hazardous Material on the Property or
any adjacent property or concerning whether any condition, use or activity on
the Property or any adjacent property is in violation of any Environmental
Requirement;


 


(d)                                 To
the best of Obligors’ knowledge, the present conditions, uses and activities of
and on the Property do not violate any Environmental Requirement and the use of
the Property which Borrower (and each tenant and subtenant, if any) makes and
intends to make of the Property complies and will comply with all applicable
Environmental Requirements; 


 


(e)                                  The
Property does not appear on and to the best of Obligors’ knowledge has never
been on the National Priorities List, any federal or state “superfund”
or “superlien” list, or any other list or database of properties
maintained by any local, state or federal agency or department showing
properties which are known to contain or which are suspected of containing a
Hazardous Material; 


 


(f)                                    Obligors
have never applied for and been denied environmental impairment liability
insurance coverage relating to the Property; and


 


(g)                                 No
Obligor, and to Obligors’ knowledge no tenant or subtenant, has obtained or is
required to obtain any permit or authorization to construct, occupy, operate,
use or conduct any activity on any of the Property by reason of any
Environmental Requirement.


 


3.                                       Violations.
Obligors will not cause, commit, knowingly permit or allow to continue any
violation of any Environmental Requirement in respect of the Property (a) by
any person or entity, including any Obligor, or (b) by or with respect to
the Property or any use of or activity on the Property. In addition, Obligors
will not cause, permit or allow to continue the attachment of any environmental
lien to the Property. Obligors will not place, install, dispose of or release,
or cause, permit, or allow the placing, installation, disposal, spilling,
leaking, dumping or release of, any Hazardous Material or storage tank (or
similar vessel) on the Property and will keep the Property free of Hazardous
Material. Notwithstanding the foregoing provisions of this Section 3,
Obligors shall not be in Default under this Section 3 should
Obligors store commercially reasonable quantities of substances on the Property
which technically could be considered Hazardous Material; provided that such
substances are of a type and are held only in a quantity normally used in
connection with the construction, renovation, occupancy or operation of
comparable buildings (including but not limited to, cleaning fluids and
supplies normally used in the day-to-day operation of hotels), and such
substances are being held, stored and used in 


 


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complete and
strict compliance with all applicable Environmental Requirements. The indemnity
in Section 6 of this Agreement shall always apply to such
substances, and it shall be and continue to be the responsibility of Obligors
to take all remedial actions required under and in accordance with Section 5
of this Agreement in the event of any unlawful release of any such substance.


 


4.                                       Notice
to Administrative Agent. Obligors shall promptly deliver to Administrative
Agent a copy of each report pertaining to the Property or to any Obligor
prepared by or on behalf of any Obligor pursuant to any Environmental
Requirement. Obligors shall immediately promptly advise Administrative Agent in
writing of any Environmental Claim or of the discovery of any Hazardous Material
on the Property as soon as any Obligor first obtains knowledge thereof,
including a description of the nature and extent of the Environmental Claim
and/or Hazardous Material and all relevant circumstances, to the extent such
information is available at that time. Obligor shall deliver, as reasonably
practicable after the initial notice, a full and complete description of the
nature and extent of the Environmental Claim and/or Hazardous Material and all
relevant circumstances.


 


5.                                       Remedial
Actions.


 


(a)                                  Except
as permitted under Section 3 above, if any Hazardous Material is
discovered on the Property at any time and regardless of the cause, Obligors
shall promptly at Obligors’ sole risk and expense and solely under the names of
Obligors or any of them:  (i) remove,
treat, and dispose of the Hazardous Material in compliance with all applicable
Environmental Requirements, or if such removal is prohibited by any
Environmental Requirement, take whatever action as is required by any
Environmental Requirement; and (ii) take such other action as is necessary
to have the full use and benefit of the Property as contemplated by the Loan
Documents. Obligors at their sole expense shall provide Administrative Agent
with reasonably satisfactory evidence of the actions taken as required in this
clause (a). Obligors shall provide to Administrative Agent within thirty (30)
days of Administrative Agent’s request a bond, letter of credit or other
financial assurance evidencing to Administrative Agent’s reasonable satisfaction
that all necessary funds are readily available to pay the costs and expenses of
the actions required by this clause (a) and to discharge any assessments
or liens established against the Property as a result of the presence of the
Hazardous Material on the Property. 


 


(b)                                 All
remedial actions shall be conducted (i) in a diligent and timely fashion
by licensed contractors acting under the supervision of a consultant or
consulting environmental engineer, and (ii) in accordance with all
Environmental Requirements and all other applicable governmental requirements. The
selection of the contractors and consultant or consulting environmental
engineer for the remedial actions, the contracts entered into with such
parties, any disclosures to or agreements with any public or private agencies
or parties relating to the remedial actions and any written plan for the
remedial actions (and any changes thereto) shall each, at the option of
Administrative Agent, be subject to the prior written approval of
Administrative Agent, which approval shall not be unreasonably withheld or
delayed. Within fifteen (15) business days after completion of such remedial
actions, Obligors shall obtain and deliver to Administrative Agent an
Environmental Assessment of the Property made after such completion which shall
confirm to Administrative Agent’s reasonable satisfaction that all 


 


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required
remedial action as stated above has been taken and successfully completed and
that there is no evidence or suspicion of any contamination or risk of
contamination on the Property or any adjacent property or of violation of any
Environmental Requirement with respect to any such Hazardous Material.


 


(c)                                  After
the occurrence and during the continuance of a Default, Administrative Agent
may, but shall never be obligated to, remove or cause the removal of any
Hazardous Material from the Property (or if removal is prohibited by any
Environmental Requirement, take or cause the taking of such other action as is
required by any Environmental Requirement) if Obligors fail to promptly
commence such remedial actions following discovery and thereafter diligently
prosecute the same to the reasonable satisfaction of Administrative Agent
(without limitation of Administrative Agent’s rights to declare a Default under
any of the Loan Documents and to exercise all rights and remedies available by
reason thereof). Administrative Agent and its designees are hereby granted
access to the Property at any time or times, upon reasonable notice (which may be
written or oral), and a license which is coupled with an interest and
irrevocable, to remove or cause such removal or to take or cause the taking of
any such other action.


 


6.                                       Indemnity.
Obligors hereby agree to protect, indemnify, defend and hold Indemnified
Parties and each of them harmless from and against, and, if and to the extent
paid, to reimburse them on demand for, any and all Environmental Damages. WITHOUT LIMITATION, THE FOREGOING INDEMNITY SHALL
APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO ENVIRONMENTAL DAMAGES WHICH IN
WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF SUCH
(AND/OR ANY OTHER) INDEMNIFIED PARTY. HOWEVER, SUCH INDEMNITY SHALL NOT APPLY
TO A PARTICULAR INDEMNIFIED PARTY TO THE EXTENT THAT THE SUBJECT OF THE
INDEMNIFICATION IS CAUSED BY OR ARISES OUT OF THE GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT OF ANY INDEMNIFIED PARTY. Upon demand by any Indemnified
Party, Obligors shall diligently defend any Environmental Claim which affects
the Property or which is made or commenced against such Indemnified Party,
whether alone or together with Obligors or any other person, all at Obligors’
own cost and expense and by counsel to be approved by such Indemnified Party in
the exercise of its reasonable judgment. In the alternative, at any time any
Indemnified Party may elect to conduct its own defense through counsel
selected by such Indemnified Party and at the cost and expense of Obligors;
provided that, unless conflicts between Indemnified Parties prevent their
representation by a single counsel, Obligors shall not be required to pay for
more than one counsel for such Indemnified Parties.


 


7.                                       Binding
Obligations; Survival. The representations, warranties, covenants and
agreements in this Agreement shall be binding upon Obligors and their
successors, assigns and legal representatives and shall inure to the benefit of
Indemnified Parties and each of them; provided, however, that Obligors may not
assign this Agreement, or assign or delegate any of their rights or obligations
under this Agreement, without the prior written consent of Administrative Agent
in each instance. The representations, warranties, covenants and agreements in
this Agreement shall not terminate on the Cut-Off Date or upon the release,
foreclosure or other termination of the Deed of Trust, but will survive the
Cut-Off Date, the 


 


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payment in
full of the indebtedness secured by the Deed of Trust, foreclosure of the Deed
of Trust or conveyance in lieu of foreclosure, the release or termination of
the Deed of Trust and any and all of the other Loan Documents, any
investigation by or on behalf of any Indemnified Party, any proceeding under
any Debtor Relief Law, and any other event whatsoever. Without limiting the
generality of the foregoing, the obligations of Obligors to indemnify
Indemnified Parties under Section 6 after the Cut-Off Date shall be
presumed, unless shown by a preponderance of evidence to the contrary.


 


8.                                       Environmental
Assessments. If any Indemnified Party shall ever have reason to believe
that any Hazardous Material affects the Property, or if any Environmental Claim
is made or threatened, or if a Default shall have occurred and be continuing,
or upon the occurrence of the Cut-Off Date if requested by any Indemnified
Party, Obligors shall at their expense provide to such Indemnified Party from
time to time, in each case within thirty (30) days after request by such
Indemnified Party, an Environmental Assessment made after the date of such
request. Obligors will cooperate with each consulting firm making any such
Environmental Assessment and will supply to the consulting firm, from time to
time and promptly on request, all information available to Obligors to
facilitate the completion of the Environmental Assessment. If Obligors fail to
furnish any Indemnified Party within ten (10) business days after such
Indemnified Party’s request with a copy of an agreement with an acceptable
environmental consulting firm to provide such Environmental Assessment, or if
Obligors fail to furnish to any Indemnified Party such Environmental Assessment
within thirty (30) days after request by such Indemnified Party, the Indemnified
Party may cause any such Environmental Assessment to be made at Obligors’
expense and risk. Indemnified Parties and their designees are hereby granted
access to the Property at any time or times, upon reasonable notice (which may be
written or oral), and a license which is coupled with an interest and
irrevocable, to make or cause to be made such Environmental Assessments. All
reasonable costs and expenses incurred by any Indemnified Party in connection
with any Environmental Assessment conducted in accordance with this Section 8
shall be paid by Obligors. Indemnified Parties shall be under no duty to make
any Environmental Assessment of the Property, and in no event shall any such
Environmental Assessment by any Indemnified Party be or give rise to a
representation that any Hazardous Material is or is not present on the
Property, or that there has been or shall be compliance with any Environmental
Requirement, nor shall Obligors or any other person be entitled to rely on any
Environmental Assessment made by or at the request of any Indemnified Party. Indemnified
Parties owe no duty of care to protect Obligors or any other person against, or
to inform them of, any Hazardous Material or other adverse condition
affecting the Property.


 


9.                                       Information.
The results of all investigations conducted and/or Environmental Assessments
prepared by or for any Indemnified Party shall be and at all times remain the
property of the Indemnified Party and under no circumstances shall any
Indemnified Party have any obligation whatsoever to disclose or otherwise make
available to Obligors or any other party such results or any other information
obtained by any Indemnified Party in connection with such investigations and
reports. Notwithstanding the foregoing, Indemnified Parties hereby reserve the
right, and Obligors hereby expressly authorize any Indemnified Party, to make
available to any party (including any governmental agency or authority and any
prospective bidder at any foreclosure sale of the Property) any and all
Environmental Assessments that any Indemnified Party may have with respect
to the Property. Obligors consent to Indemnified Parties notifying 


 


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any party
(either as part of a notice of sale or otherwise) of the availability of
any or all of the Environmental Assessments and the information contained
therein. Obligors acknowledge that Indemnified Parties cannot control or
otherwise assure the truthfulness or accuracy of the Environmental Assessments,
and further acknowledge that the release of the Environmental Assessments, or
any information contained therein, to prospective bidders at any foreclosure
sale of the Property may have a material and adverse effect upon the
amount that a party may bid at such sale. Obligors agree that Indemnified
Parties shall have no liability whatsoever as a result of delivering any or all
of the Environmental Assessments or any information contained therein to any
third party, and Obligors hereby release and forever discharge Indemnified
Parties from any and all claims, damages, or causes of action, arising out of,
connected with or incidental to the Environmental Assessments or the delivery
thereof. Notwithstanding the foregoing, in the event any Indemnified Party
brings any claim against Obligors as a result of an investigation or
Environmental Assessment, such Indemnified Party shall provide Obligors with
such investigation or Environmental Assessment in connection with the claim.


 


10.                                 Cross-Default
with Loan Documents. Any Default under this Agreement shall constitute a
Default under the Loan Documents. In addition, any Default under any of the
Loan Documents shall constitute a Default hereunder.


 


11.                                 Payable
on Demand; Remedies. Any amounts to be paid under this Agreement by
Obligors (or any of them) from time to time shall be payable by Obligors within
ten (10) days after demand by Administrative Agent or any other
Indemnified Party. In addition to any other rights or remedies Administrative
Agent may have under this Agreement, at law or in equity, upon the
occurrence of a Default under this Agreement, Administrative Agent may do
or cause to be done whatever is necessary to cause the Property to comply with
all Environmental Requirements, and the cost thereof shall become immediately
due and payable upon demand by Administrative Agent, and if not paid when due
shall accrue interest at the Default Rate until paid.


 


12.                                 Cumulative
Rights. The liability of Obligors or any other person under this Agreement
shall not be limited or impaired in any way by any provision in the Loan
Documents or applicable law limiting Obligors’ or such other person’s liability
or Administrative Agent’s recourse or rights to a deficiency judgment, or by
any change, extension, release, inaccuracy, breach or failure to perform by
any party under the Loan Documents, Obligors’ (and, if applicable, such other
person’s) liability hereunder being direct and primary and not as a guarantor
or surety. Nothing in this Agreement or in any Loan Document shall limit or
impair any rights or remedies of Administrative Agent, Trustee and/or any other
Indemnified Party against any Obligor or any other person under any
Environmental Requirement or otherwise at law or in equity, including any
rights of contribution or indemnification.


 


13.                                 Consideration.
Obligors acknowledge that Administrative Agent and other Lenders have relied
and will rely on the representations, warranties, covenants and agreements
herein in closing and funding the Loan and that the execution and delivery of
this Agreement is an essential condition but for which Administrative Agent and
the other Lenders would not close or fund the Loan.


 


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14.                                 No
Waiver. No delay or omission by any Indemnified Party to exercise any right
under this Agreement shall impair any such right nor shall it be construed to
be a waiver thereof. No waiver of any single breach or default under this Agreement
shall be deemed a waiver of any other breach or default. Any waiver, consent or
approval under this Agreement must be in writing to be effective.


 


15.                                 Notices.
All notices, requests, consents, demands and other communications required or
which any party desires to give hereunder shall be in writing and shall be
deemed sufficiently given or furnished if delivered by personal delivery, by
courier, or by registered or certified United States mail, postage prepaid,
addressed to the party to whom directed at the addresses specified at the end
of this Agreement (unless changed by similar notice in writing given by the
particular party whose address is to be changed) or by electronic mail or
facsimile. Any such notice or communication shall be deemed to have been given
either at the time of personal delivery or, in the case of courier or mail, as
of the date of first attempted delivery at the address and in the manner
provided herein, or, in the case of electronic mail or facsimile, upon receipt;
provided, that service of a notice required by any applicable statute shall be
considered complete when the requirements of that statute are met. Notwithstanding
the foregoing, no notice of change of address shall be effective except upon
actual receipt. This Section 15 shall not be construed in any way
to affect or impair any waiver of notice or demand provided in any Loan
Document or to require giving of notice or demand to or upon any person in any
situation or for any reason.


 


16.                                 Invalid
Provisions. A determination that any provision of this Agreement is
unenforceable or invalid shall not affect the enforceability or validity of any
other provision and a determination that the application of any provision of
this Agreement to any person or circumstance is illegal or unenforceable shall
not affect the enforceability or validity of such provision as it may apply
to other persons or circumstances.


 


17.                                 Construction.
Whenever in this Agreement the singular number is used, the same shall include
plural where appropriate, and vice versa; and words of any gender in this
Agreement shall include each other gender where appropriate. The headings in
this Agreement are for convenience only and shall be disregarded in the
interpretation hereof. Reference to “person” or “entity” means firms,
associations, partnerships, joint ventures, trusts, limited liability
companies, corporations and other legal entities, including public or
governmental bodies, agencies or instrumentalities, as well as natural persons.
The words “include” and “including” shall be interpreted as if followed by the
words “without limitation.”


 


18.                                 Joint
and Several Liability and Waivers by Obligors.


 


(a)                                  Each
Obligor agrees that it is jointly and severally liable to Indemnified Parties
for the payment of all obligations arising under this Agreement, and that such
liability is independent of the obligations of the other Obligors. Any
Indemnified Party may bring an action against any Obligor, whether or not
any action is brought against the other Obligors.


 


ENVIRONMENTAL INDEMNITY AGREEMENT
– Page 10


 

















 


(b)                                 Each
Obligor agrees that any release which may be given by any Indemnified
Party to the other Obligors will not release such Obligor from its obligations
under this Agreement.


 


(c)                                  Each
Obligor waives any right to assert against any Indemnified Party any defense,
setoff, counterclaim, or claims which such Obligor may have against the
other Obligors or any other party liable to Indemnified Parties or any of them
for the obligations of Obligors under this Agreement.


 


(d)                                 Each
Obligor agrees that it is solely responsible for keeping itself informed as to
the financial condition of the other Obligors and of all circumstances which
bear upon the risk of nonpayment. Each Obligor waives any right it may have
to require Indemnified Parties to disclose to such Obligor any information
which Indemnified Parties or any of them may now or hereafter acquire
concerning the financial condition of the other Obligors.


 


(e)                                  Each
Obligor waives all rights to notices of acceptance of this Agreement and
further waives all rights to notices of default or nonperformance by any other
Obligor under this Agreement.


 


(f)                                    Until
such time as (i) the indebtedness and obligations secured by the Deed of
Trust have been paid and performed in full and the Deed of Trust has been
released and (i) no claims have been made that are covered under this
Agreement, each Obligor waives any right of subrogation, reimbursement,
indemnification and contribution (contractual, statutory or otherwise),
including any claim or right of subrogation under any Debtor Relief Law, which
such Obligor may now or hereafter have against any other Obligor or any
other person with respect to the obligations incurred under this Agreement. Each
Obligor waives any right to enforce any remedy that any Indemnified Party now
has or may hereafter have against any other Obligor.


 


(g)                                 No
provision or waiver in this Agreement shall be construed as limiting the
generality of any other provision or waiver contained in this Agreement. All of
the waivers contained herein are irrevocable and unconditional and are
intentionally and freely made by each Obligor.


 


(h)                                 Subject
to Section 18(f) above, each Obligor hereby severally, absolutely,
unconditionally, knowingly, and expressly waives: (i) any right of
subrogation such Obligor has or may have as against Borrower with respect
to the obligations arising hereunder; (ii) any right to proceed against
Borrower or any other person or entity, now or hereafter, for contribution,
indemnity, reimbursement, or any other suretyship rights and claims, whether
direct or indirect, liquidated or contingent, whether arising under express or
implied contract or by operation of law, which Obligor may now or
hereafter have as against Borrower with respect to the obligations arising
hereunder; and (iii) any right to proceed or seek recourse against or with
respect to any property or asset of Borrower.


 


ENVIRONMENTAL INDEMNITY AGREEMENT
– Page 11


 

















 


19.                                 Applicable
Law. The laws of the State of Missouri and applicable United States federal
law shall govern the rights and duties of the parties hereto and the validity,
enforcement and interpretation hereof.


 


20.                                 Forum.
This Agreement is performable in St. Louis, Missouri.  Each Obligor hereby irrevocably submits generally and
unconditionally for itself and in respect of its property to the jurisdiction
of any state court or any United States federal court sitting in the State of
Texas and to the jurisdiction of any state court or any United States federal
court sitting in the state in which any of the Property is located, over any
suit, action or proceeding arising out of or relating to this Agreement. Each
Obligor hereby irrevocably waives, to the fullest extent permitted by law, any
objection that such Obligor may now or hereafter have to the laying of
venue in any such court and any claim that any such court is an inconvenient
forum. Each Obligor hereby agrees and consents that, in addition to any methods
of service or process provided for under applicable law, all service of process
in any such suit, action or proceeding in any state court or any United States
federal court sitting in the state specified above, may be made by
certified or registered mail, return receipt requested, directed to such
Obligor at its address for notice stated below, or at a subsequent address of
which Administrative Agent received actual notice from such Obligor in
accordance with the Loan Documents, and service so made shall be complete five (5) days
after the same shall have been so mailed. Nothing herein shall affect the right
of any Indemnified Party to serve process in any manner permitted by law or
limit the right of such Indemnified Party to bring proceedings against any
Obligor in any other court or jurisdiction.


 


21.                                 Administrative
Agent Assigns; Disclosure of Information. Administrative Agent may, at any
time, sell, transfer, or assign the Loan and any and all servicing rights with
respect thereto, or grant participations therein or issue mortgage pass-through
certificates or other securities evidencing a beneficial interest in a rated or
unrated public offering or private placement, in each case, in accordance with
the Loan Agreement. In the event of any such sale, transfer or assignment of
the Loan or any part thereof, the rights and benefits under this Agreement
may be transferred therewith to the extent applicable to the Loan or part thereof
being sold, transferred or assigned. Obligors waive notice of any sale,
transfer or assignment of the Loan or any part thereof, and agree that
failure to give notice of any such sale, transfer or assignment will not affect
the liabilities of Obligors hereunder. Administrative Agent is hereby
authorized to disseminate any information it now has or hereafter obtains
pertaining to the Property or this Agreement, including credit and/or other
information on Obligors and/or any party liable, directly or indirectly, for
any part of the obligations under this Agreement, in accordance with Section 6.6
of the Loan Agreement and to any actual or prospective assignee or participant
with respect to the Loan, to any of Administrative Agent’s affiliates,
including Banc of America Securities LLC, to any regulatory body having jurisdiction
over Administrative Agent, and to any other parties as necessary or appropriate
in Administrative Agent’s reasonable judgment.


 


22.                                 Execution;
Modification. This Agreement may be executed in any number of
identical counterparts, each of which shall be deemed an original for all
purposes and all of which constitute, collectively, one agreement. This
Agreement may be amended only by an 


 


ENVIRONMENTAL INDEMNITY AGREEMENT
– Page 12


 

















 


instrument in
writing intended for that purpose executed jointly by an authorized
representative of each party hereto.


 


23.                                 WAIVER
OF JURY TRIAL. TO THE EXTENT PERMITTED BY
APPLICABLE LAW, OBLIGORS AND ADMINISTRATIVE AGENT HEREBY WAIVE TRIAL BY JURY IN
RESPECT OF ANY “CLAIM” AS DEFINED IN SECTION 1. THIS WAIVER IS KNOWINGLY,
WILLINGLY AND VOLUNTARILY MADE BY OBLIGORS AND ADMINISTRATIVE AGENT. THIS
PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES ENTERING INTO THIS AGREEMENT.
OBLIGORS AND ADMINISTRATIVE AGENT ARE EACH HEREBY AUTHORIZED TO FILE A COPY OF
THIS SECTION 23 IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER OF
JURY TRIAL. EACH OBLIGOR FURTHER REPRESENTS AND WARRANTS THAT IT HAS BEEN
REPRESENTED IN THE SIGNING OF THIS AGREEMENT AND IN THE MAKING OF THIS WAIVER
BY INDEPENDENT LEGAL COUNSEL, OR HAS HAD THE OPPORTUNITY TO BE REPRESENTED BY
INDEPENDENT LEGAL COUNSEL SELECTED OF ITS OWN FREE WILL, AND THAT IT HAS HAD
THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH COUNSEL.


 


THIS AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT
BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
PARTIES.


 


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BLANK]


 


ENVIRONMENTAL INDEMNITY AGREEMENT
– Page 13


 

















 


EXECUTED and DELIVERED as of the date first set forth above.


 


	
   

  	
  BORROWER:

  
	
   

  	
   

  
	
   

  	
  CHASE PARK
  PLAZA HOTEL, LLC, a Delaware limited 

  
	
   

  	
  liability
  company

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Behringer
  Harvard Opportunity OP I, LP, a Texas

  
	
   

  	
   

  	
  limited
  partnership, its authorized member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  BHO, Inc.,
  a Delaware corporation, its

  
	
   

  	
   

  	
  general
  partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: /s/
  Gerald J. Reihsen, III

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Gerald J.
  Reihsen, III

  
	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President -

  
	
   

  	
   

  	
   

  	
  Corporate
  Development &

  
	
   

  	
   

  	
   

  	
  Legal and
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  GUARANTOR:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BEHRINGER
  HARVARD OPPORTUNITY REIT I, INC.,

  
	
   

  	
  a Maryland
  corporation

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Gerald J. Reihsen, III

  	
   

  
	
   

  	
  Name:

  	
  Gerald J.
  Reihsen, III

  
	
   

  	
  Title:

  	
  Executive
  Vice President - Corporate

  
	
   

  	
   

  	
  Development &
  Legal and Secretary

  
								



 


ENVIRONMENTAL
INDEMNITY AGREEMENT – Signature Page


 

















 


EXHIBIT A


 


PROPERTY DESCRIPTION


 


Parcel
1 (Fee Simple):


 


Units 1, 2, 3,
3A, 4, 5, 6, 7, 9 and 16 of Park Plaza Master Condominium, a Condominium in City
Block 3882, according to the plat thereof recorded in Book 12082006 page 0379,
including an un-divided interest in the common elements thereto belonging, all
according to and more particularly described in the Master Declaration of
Condominium Park Plaza Master Condominium dated December 1, 2006 and
recorded December 8, 2006 in Book 12082006 page 0378 of the St. Louis
City Records.


 


Parcel
2 (Easement):


 


Sub-surface
easement more particularly described as follows:  A portion of the public street rights-of-way
known as Kingshighway Boulevard, 100 feet wide, and Maryland Plaza, 80 feet
wide, adjacent to Block 3882 of the City of St. Louis, Missouri, lying between
horizontal planes at elevation 72.35 and 82.20 above 0.00 on the St. Louis City
Datum and bounded by vertical planes described as follows:  Commencing at the intersection of the
Northern line of Lindell Boulevard, 100 feet wide, with the Eastern line of
Kingshighway Boulevard, 100 feet wide; thence along said Eastern line of
Kingshighway Boulevard, North 6 degrees 21 minutes 40 seconds West, 233.89 feet
to the point of beginning of the herein described tract of land; thence leaving
said Eastern street line, and running South 85 degrees 17 minutes 58 seconds
West, 17.01 feet to a point; thence along a line parallel with the Eastern line
of Kingshighway Boulevard, North 6 degrees 21 minutes 40 seconds West, 202.48
feet to a point; thence North 36 degrees 10 minutes 13 seconds East, 34.20 feet
to a point; thence along a line parallel with the Southern line of Maryland
Plaza, South 88 degrees 57 minutes 40 seconds East, 107.00 feet to a point;
thence North 86 degrees 28 minutes 40 seconds East, 25.15 feet to a point;
thence along a line parallel with the Southern line of Maryland Plaza, South 88
degrees 57 minutes 40 seconds East, 61.50 feet to a point; thence South 6
degrees 21 minutes 40 seconds East, 14.12 feet to a point on the Southern line
of Maryland Plaza at the Northeast corner of property conveyed to Singleton by
Deed recorded in Book 4189 page 404 of the St. Louis City records; thence
along the Southern line of Maryland Plaza, North 88 degrees 57 minutes 40
seconds West, 200.00 feet to its intersection with the Eastern line of
Kingshighway Boulevard, as aforementioned; thence along said Eastern street
line, South 6 degrees 21 minutes 40 seconds East, 216.87 feet to the point of
beginning.


 


Parcel
3 (Fee Simple):


 


A tract of
land in Block 3882 of the City of St. Louis, Missouri, beginning at the intersection of
the Northern line of Lindell Boulevard, 100 feet wide, with the Eastern line of
Kingshighway, 100 feet wide; thence along said Eastern line of Kingshighway
Boulevard, North 6 degrees 21 minutes 40 seconds West, 247.83 feet to a point;
thence leaving said street line and running the following; North 85 degrees 17
minutes 58 seconds East, 137.39 feet; South 4 degrees 42 minutes 25 seconds
East, 8.16 feet and South 89 degrees 33 minutes 08 seconds East, 61.67 feet 


 


ENVIRONMENTAL INDEMNITY AGREEMENT
– Exhibit A - Page 1


 

















 


to a point;
thence North 6 degrees 21 minutes 40 seconds West 1.98 feet to a point; thence
South 89 degrees 00 minutes 00 seconds East 46.97 feet to a point; thence North
1 degree 02 minutes 20 seconds East 98.99 feet to a point; thence leaving said
point and running along a line parallel with and 94.00 feet perpendicular
distant South of the Southern line of Maryland Plaza, South 88 degrees 57
minutes 40 seconds East 252.68 feet to a point, said point being distant North
88 degrees 57 minutes 40 seconds West, 68.24 feet from the Western line of York
Avenue, as measured along the last mentioned line and located on the direct
Northward prolongation of the Eastern wall of a concrete parking garage; thence
leaving said point and running along said prolongation, along the Eastern wall
of said parking garage and along its direct Southward prolongation South 1
degree 06 minutes 00 seconds West, 139.23 feet to a point on the Northern line
of property conveyed to “220 Television, Inc.”, by deed recorded in Book
154M page 1091 of the St. Louis City Records, said point being distant
North 88 degrees 57 minutes 40 seconds West, 88.41 feet from the Western line
of York Avenue, as measured along said Northern line; thence leaving the
aforementioned point and running along the Northern line of “220 Television, Inc.”,
North 88 degrees 57 minutes 40 seconds West, 18.06 feet to the Northwest corner
thereof; thence along the Western line of said property, South 1 degree 02
minutes 20 seconds West, 25.63 feet to a point on the Northern wall of a one
story, brick and concrete building; thence leaving said Western property line
and running along said Northern wall line South 88 degrees 52 minutes 34
seconds East, 6.97 feet to the Northeast corner of said one story building and
located on the Western wall of a two story brick and concrete block building;
thence along the wall line of said one story building and said two story
building, South 1 degree 06 minutes 59 seconds West, 24.32 feet to a point;
thence leaving the Eastern wall of said one story building and running along
the wall of said two story building the following:  South 88 degrees 53 minutes 01 seconds East,
9.04 feet; South 0 degrees 55 minutes 46 seconds West, 50.77 feet; North 88
degrees 53 minutes 07 seconds West, 1.20 feet; South 0 degrees 55 minutes 46
seconds West, 1.36 feet and South 88 degrees 53 minutes 07 seconds East, 1.20
feet to a point; thence leaving said wall line and running South 1 degree 02
minutes 17 seconds West, 111.36 feet to a point on the Northern line of Lindell
Boulevard, as aforementioned, said point being distant South 89 degrees 00
minutes 00 seconds East, 5.92 feet from the Southwest corner of property
conveyed to “220 Television Inc.”, as measured along the Northern line of
Lindell Boulevard; thence leaving said point and running along the Northern
line of said Lindell Boulevard North 89 degrees 00 minutes 00 seconds West,
464.53 feet to the point of beginning.


 


Parcel
4 (Fee Simple):


 


A tract of
land being part of Block 3882 of the City of St. Louis, Missouri, and
described as follows:  Commencing at the
intersection of the Eastern line of Kingshighway Boulevard, 100 feet wide,
with the Southern line of Maryland Plaza, 80 feet wide; thence along said
Southern line of Maryland Plaza, South 88 degrees 57 minutes 40 seconds East,
200.00 feet to a point, said point being the Northeast corner of property
conveyed to Singleton by deed recorded in Book 4189 page 404 of the St.
Louis City records; thence leaving said street line and running along a line
parallel with the Eastern line of Kingshighway Boulevard and being the Eastern
line of said Singleton property South 6 degrees 21 minutes 40 seconds East,
94.79 feet to a point of beginning of the herein described tract of land;
thence leaving said point and running along a line parallel with and 94.00 feet
perpendicular distance South of the Southern line of Maryland Plaza, South 88
degrees 57 minutes 40 seconds East, 59.83 feet to a point; thence leaving said
point and 


 


ENVIRONMENTAL INDEMNITY AGREEMENT
– Exhibit A - Page 2


 

















 


running South
1 degrees 02 minutes 20 seconds West, 98.99 feet to a point; thence leaving
said point and running along a line parallel with the Northern line of Lindell
Boulevard, 100 feet wide, North 89 degrees 00 minutes 00 seconds West, 46.97
feet to a point on the Eastern line of Singleton as aforementioned; thence
along said Eastern line of North 6 degrees 21 minutes 40 seconds West, 99.85
feet to the point of beginning.


 


Parcel
5 (Easement):


 


Easement for
the benefit of Parcels No. 1, 3, and 4 herein described for the purpose of
vehicular and pedestrian access, ingress and egress, according to Easement
Agreement and Parking Space Lease dated July 31, 1998, by and between W.S.
Stallings Corporation, and Kingsdell L.P., recorded October 22, 1998 in
Book 1444M page 1253 over the area described therein as follows:


 


A tract of
land in Block 3882 of the City of St. Louis, Missouri, and described as
follows:  Beginning at a point in the
South line of Maryland Avenue distant 200 feet 0 inches East of the intersection of
said South line with the East line of Kingshighway Boulevard; thence
Southwardly parallel with Kingshighway Boulevard and along the East line of property
conveyed to Marvin E. Singleton by deed recorded in Book 4189 page 404, 94
feet 9-1/2 inches to a point distant 94 feet 0 inches South of the South line
of Maryland Avenue; thence Eastwardly parallel with Maryland Avenue and along
the North line of property conveyed to Harvey Imbolden by deed recorded in Book
6227 page 294, 62 feet 0-3/8 inches to a point; thence Northwardly
perpendicular with Maryland Avenue, 39 feet 0 inches to a point; thence
Westwardly parallel with Maryland Avenue, 25 feet 6 inches to a point; thence
Northwardly perpendicular with Maryland Avenue, 55 feet 0 inches to a point in
the South line of Maryland Avenue, 48 feet 9 inches to the point of beginning.


 


Parcel
6 (Easement):


 


Easements for
the benefits of Parcels No. 1, 3 and 4 herein described, for the purpose
of construction, use, maintenance, repair and reconstruction of driveways and
ingress and egress created by instrument designated “Driveway Easement
Agreement”, dated May 18, 1981 and recorded in Book 271M page 64 on May 21,
1981 over the following described property:


 


Easement “A”:


 


A tract of
land being part of Block 3882 of the City of St. Louis, Missouri, and
described as follows:  Beginning at a
point on the Western line of York Avenue, 40 feet wide, at the Northeast corner
of property conveyed to “220 Television Inc.”, by deed recorded in Book 154M page 1091
of the St. Louis City records, said point being distant North 7 degrees 08
minutes 40 seconds West, 215.57 feet from the Northern line of Lindell
Boulevard, 100 feet wide, as measured along the Western line of York Avenue;
thence leaving said Western street line and running along the Northern line of “220
Television Inc.”, North 88 degrees 57 minutes 40 seconds West, 88.41 feet to a
point, said point being on the direct Southward prolongation of the Eastern
wall of a Concrete Parking Garage; thence leaving said point and running along
said prolongation, North 1 degree 06 minutes 00 seconds East, 20.00 feet to a
point; thence leaving said point and running South 88 degrees 57 minutes 40
seconds East, 85.51 feet to a point on the 


 


ENVIRONMENTAL INDEMNITY AGREEMENT
– Exhibit A - Page 3


 

















 


Western line
of York Avenue, as aforementioned; thence along said Western street line South
7 degrees 08 minutes 40 seconds East, 20.21 feet to the point of beginning.


 


Easement “B”:


 


A tract of
land being part of Block 3882 of the City of St. Louis, Missouri, and
described as follows:  Commencing at a
point on the Western line of York Avenue, 40 feet wide, at the Southeast corner
of property conveyed to H & M Koplar by deed recorded in Book 207M page 206
of the St. Louis City records, said point being distant South 7 degrees 08
minutes 40 seconds East, 94.97 feet from the Southern line of Maryland Plaza,
80 feet wide, as measured along the Western line of York Avenue; thence along
said Western street line South 7 degrees 08 minutes 40 seconds East, 19.00 feet
to the point of beginning of the herein described tract of land; thence continuing
along said street line South 7 degrees 08 minutes 40 seconds East, 34.00 feet
to a point; thence leaving said Western street line and running North 75
degrees 38 minutes 39 seconds West, 8.51 feet and North 84 degrees 43 minutes
40 seconds West 67.74 feet to a point on the Eastern wall of a concrete parking
garage; thence along said Eastern wall North 1 degree 06 minutes 00 seconds
East, 20.50 feet to a point; thence leaving said point and running North 89
degrees 06 minutes 58 seconds East, 59.61 feet and North 70 degrees 50 minutes
17 seconds East, 12.14 feet to the point of beginning.


 


Parcel
7 (Easement):


 


Easement for
the benefit of Parcels No. 1, 3 and 4 herein described, for the purpose of
construction use, storage, maintenance, demolition, repair and reconstruction
of a basement, including access thereto, created by instrument designated “Basement
Easement Agreement”, dated May 18, 1981 and recorded in Book 271M page 84
on May 21, 1981 over the following described property:


 


A tract of
land being part of Block 3882 of the City of St. Louis, Missouri, and
described as follows:  Commencing at a
point on the Northern line of Lindell Boulevard, 100 feet wide, at the
Southwest corner of property conveyed to “220 Television Inc.”, by deed
recorded in Book 154M page 1091 of the St. Louis City records; thence
along the Northern line of Lindell Boulevard South 89 degrees 00 minutes 00
seconds East, 5.92 feet to a point; thence leaving said street line and running
North 1 degrees 02 minutes 17 seconds East, 24.71 feet to the point of
beginning of the herein described tract of land; thence continuing along the
last mentioned line, North 1 degrees 02 minutes 17 seconds East, 86.65 feet to
its intersection with the Southern wall of a two story brick and concrete
block building; thence along the wall of said building the following bearing
and distances:  North 88 degrees 53
minutes 07 seconds West, 1.20 feet; North 0 degrees 55 minutes 46 seconds East,
1.36 feet; South 88 degrees 53 minutes 07 seconds East, 1.20 feet; North 0
degrees 55 minutes 46 seconds East, 50.77 feet and North 88 degrees 53 minutes
01 seconds West, 9.04 feet to its intersection with the Eastern wall of a
one story brick and concrete block building; thence along the wall line of said
one story and said two story buildings North 1 degree 06 minutes 59 seconds
East, 24.32 feet to the Northeast corner of said one story building; thence
leaving said point and running the following bearings and distances; South 88
degrees 52 minutes 34 seconds East, 8.51 feet; South 1 degree 06 minutes 59
seconds West, 12.67 feet; South 88 degrees 53 minutes 01 seconds East, 8.93
feet and South 1 degree 12 


 


ENVIRONMENTAL INDEMNITY AGREEMENT
– Exhibit A - Page 4


 

















 


minutes 50
seconds West, 57.77 feet to the Northwest corner of an eight story brick
building; thence along the Western wall of said building and the following
bearings and distances:  South 1 degree
23 minutes 44 seconds East, 78.19 feet; South 88 degrees 36 minutes 16 seconds
West, 0.27 feet and South 1 degree 23 minutes 44 seconds East, 14.46 feet to
the Southwest corner thereof; thence leaving said point and running North 89
degrees 17 minutes 57 seconds West, 11.81 feet to the point of beginning.


 


Parcel
8 (Easement):


 


Easements for
ingress, egress, and placement of mechanical systems and storage units created
by the Reciprocal Easement Agreement executed by and between Chase Park Plaza
Hotel, LLC and The Private Residences, LLC dated December 1, 2006 and
recorded December 8, 2006 in Book 12082006 page 0382 and rerecorded December 13,
2006 in Book 12132006, Page 0266.


 


ENVIRONMENTAL
INDEMNITY AGREEMENT – Exhibit A - Page 5