Common use of Environmental Indemnification Clause in Contracts

Environmental Indemnification. Borrower shall protect, indemnify, save, defend, and hold harmless the Indemnified Parties from and against any and all liability, loss, damage, actions, causes of action, costs or expenses whatsoever (including reasonable attorneys’ fees and expenses) and any and all claims, suits and judgments which any Indemnified Party may suffer, as a result of or with respect to: (a) any Environmental Claim relating to or arising from the Property; (b) the violation of any Environmental Law in connection with the Property; (c) any release, spill, or the presence of any Hazardous Materials affecting the Property; and (d) the presence at, in, on or under, or the release, escape, seepage, leakage, discharge or migration at or from, the Property of any Hazardous Materials, whether or not such condition was known or unknown to Borrower; provided that, in each case, Borrower shall be relieved of its obligation under this subsection if any of the matters referred to in clauses (a) through (d) above did not occur (but need not have been discovered) prior to (1) the foreclosure of the Security Instrument, (2) the delivery by Borrower to Lender or its designee of a deed-in-lieu of foreclosure with respect to the Property, or (3) Lender’s or its designee’s taking possession and control of the Property after the occurrence of an Event of Default hereunder. If any such action or other proceeding shall be brought against Lender, upon written notice from Borrower to Lender (given reasonably promptly following Lender’s notice to Borrower of such action or proceeding), Borrower shall be entitled to assume the defense thereof, at Borrower’s expense, with counsel reasonably acceptable to Lender; provided, however, Lender may, at its own expense, retain separate counsel to participate in such defense, but such participation shall not be deemed to give Lender a right to control such defense, which right Borrower expressly retains. Notwithstanding the foregoing, each Indemnified Party shall have the right to employ separate counsel at Borrower’s expense if, in the reasonable opinion of legal counsel, a conflict or potential conflict exists between the Indemnified Party and Borrower that would make such separate representation advisable. Borrower shall have no obligation to indemnify an Indemnified Party for damage or loss resulting from such Indemnified Party’s gross negligence or willful misconduct.

Environmental Indemnification. Mezzanine Borrower shall protect, indemnify, save, defend, and hold harmless the Indemnified Parties from and against any and all liability, loss, damage, actions, causes of action, costs or expenses whatsoever (including reasonable attorneys’ ' fees and expenses) and any and all claims, suits and judgments which any Indemnified Party may suffer, as a result of or with respect to: (a) any Environmental Claim relating to or arising from the Property; (b) the violation of any Environmental Law in connection with the Property; (c) any release, spill, or the presence of any Hazardous Materials affecting the Property; and (d) the presence at, in, on or under, or the release, escape, seepage, leakage, discharge or migration at or from, the Property of any Hazardous Materials, whether or not such condition was known or unknown to Mezzanine Borrower; provided that, in each case, Mezzanine Borrower shall be relieved of its obligation under this subsection if any of the matters referred to in clauses (a) through (d) above did not occur (but need not have been discovered) prior to (1) the foreclosure of the Security Instrument, (2) the delivery by Borrower to Lender or its designee of a deed-in-lieu of foreclosure with respect to the Property, or (3) Lender’s or its designee’s taking possession and control of the Property after the occurrence of an Event of Default hereunderPledge. If any such action or other proceeding shall be brought against Mezzanine Lender, upon written notice from Mezzanine Borrower to Mezzanine Lender (given reasonably promptly following Mezzanine Lender’s 's notice to Mezzanine Borrower of such action or proceeding), Mezzanine Borrower shall be entitled to assume the defense thereof, at Mezzanine Borrower’s 's expense, with counsel reasonably acceptable to Mezzanine Lender; provided, however, Mezzanine Lender may, at its own expense, retain separate counsel to participate in such defense, but such participation shall not be deemed to give Mezzanine Lender a right to control such defense, which right Mezzanine Borrower expressly retains. Notwithstanding the foregoing, each Indemnified Party shall have the right to employ separate counsel at Mezzanine Borrower’s 's expense if, in the reasonable opinion of legal counsel, a conflict or potential conflict exists between the Indemnified Party and Mezzanine Borrower that would make such separate representation advisable. Mezzanine Borrower shall have no obligation to indemnify an Indemnified Party for damage or loss resulting from such Indemnified Party’s 's gross negligence or willful misconduct.

Environmental Indemnification. The Borrower shall protect, indemnify, save, defendand the Trust each covenants and agrees that it will indemnify and hold the Agent and each Lender, and hold each of their respective Affiliates, harmless the Indemnified Parties from and against any and all liabilityclaims, lossexpense, damage, actions, causes of action, costs loss or expenses whatsoever liability incurred by the Agent or any Lender (including all reasonable attorneys’ fees and expenses) and costs of legal representation incurred by the Agent or any and all claimsLender, suits and judgments which but excluding, as applicable, for the Agent or a Lender any Indemnified Party may sufferclaim, expense, damage, loss or liability as a result of the gross negligence or with respect to: willful misconduct of the Agent or such Lender or any of their respective Affiliates) relating to (a) any Environmental Claim relating to Release or arising from the Propertythreatened Release of Hazardous Substances on any Real Estate Asset; (b) the any violation of any Environmental Law in connection Laws with respect to conditions at any Real Estate Asset or the Propertyoperations conducted thereon; (c) the investigation or remediation of off-site locations at which the Borrower, the Trust or any release, spill, of their respective Subsidiaries or the presence their predecessors are alleged to have directly or indirectly disposed of any Hazardous Materials affecting the PropertySubstances; and or (d) the presence atany action, insuit, on proceeding or under, investigation brought or the release, escape, seepage, leakage, discharge or migration at or from, the Property of any Hazardous Materials, whether or not such condition was known or unknown to Borrower; provided that, in each case, Borrower shall be relieved of its obligation under this subsection if any of the matters referred to in clauses (a) through (d) above did not occur (but need not have been discovered) prior to (1) the foreclosure of the Security Instrument, (2) the delivery by Borrower to Lender or its designee of a deed-in-lieu of foreclosure threatened with respect to any Hazardous Substances relating to Real Estate Assets (including, but not limited to, claims with respect to wrongful death, personal injury or damage to property). It is expressly acknowledged by the PropertyBorrower that, or (3) Lender’s or its designee’s taking possession and control notwithstanding the introductory paragraph of this §8, this covenant of indemnification shall survive the repayment of the Property after amounts owing under the occurrence Notes and this Agreement and the termination of an Event this Agreement and the obligations of Default hereunder. If any such action or other proceeding the Lenders hereunder and shall be brought against Lenderinure to the benefit of the Agent and the Lenders and their respective Affiliates, upon written notice from Borrower to Lender (given reasonably promptly following Lender’s notice to Borrower of such action or proceeding)their respective successors, Borrower shall be entitled to assume and their respective assigns under the defense thereof, at Borrower’s expense, with counsel reasonably acceptable to Lender; provided, however, Lender may, at its own expense, retain separate counsel to participate in such defense, but such participation shall not be deemed to give Lender a right to control such defense, which right Borrower expressly retains. Notwithstanding the foregoing, each Indemnified Party shall have the right to employ separate counsel at Borrower’s expense if, in the reasonable opinion of legal counsel, a conflict or potential conflict exists between the Indemnified Party and Borrower that would make such separate representation advisable. Borrower shall have no obligation to indemnify an Indemnified Party for damage or loss resulting from such Indemnified Party’s gross negligence or willful misconductLoan Documents permitted under this Agreement.

Environmental Indemnification. Mezzanine Borrower shall protect, indemnify, save, defend, and hold harmless the Indemnified Parties from and against any and all liability, loss, damage, actions, causes of action, costs or out-of-pocket expenses whatsoever (including reasonable attorneys’ fees and expenses) and any and all claims, suits and judgments which any Indemnified Party may suffer, as a result of or with respect to: (a) any Environmental Claim relating to or arising from the Property; (b) the violation of any Environmental Law in connection with the Property; (c) any release, spill, or the presence of any Hazardous Materials affecting the Property; and (d) the presence at, in, on or under, or the release, escape, seepage, leakage, discharge or migration at or from, the Property of any Hazardous Materials, whether or not such condition was known or unknown to Mezzanine Borrower; provided that, in each case, Mezzanine Borrower shall be relieved of its obligation under this subsection if any of the matters referred to in clauses (a) through (d) above did not occur (but need not have been discovered) prior to (1) the foreclosure of the Security Instrument, (2) the delivery by Borrower to Lender Pledge or its designee of a deed-in-transfer in lieu of foreclosure with respect to the Property, or (3) Lender’s or its designee’s taking possession and control of the Property after the occurrence of an Event of Default hereunderthereof. If any such action or other proceeding shall be brought against Mezzanine Lender, upon written notice from Mezzanine Borrower to Mezzanine Lender (given reasonably promptly following Mezzanine Lender’s notice to Mezzanine Borrower of such action or proceeding), Mezzanine Borrower shall be entitled to assume the defense thereof, at Mezzanine Borrower’s expense, with counsel reasonably acceptable to Mezzanine Lender; provided, however, Mezzanine Lender may, at its own expense, retain separate counsel to participate in such defense, but such participation shall not be deemed to give Mezzanine Lender a right to control such defense, which right Mezzanine Borrower expressly retains. Notwithstanding the foregoing, each Indemnified Party shall have the right to employ separate counsel at Mezzanine Borrower’s expense if, in the reasonable opinion of legal counsel, a conflict or potential conflict exists between the Indemnified Party and Mezzanine Borrower that would make such separate representation advisable. Mezzanine Borrower shall have no obligation to indemnify an Indemnified Party for damage or loss resulting from such any Indemnified Party’s gross negligence or willful misconduct.

Environmental Indemnification. Borrower shall protect, indemnify, save, defend, indemnify and hold harmless the Indemnified Parties for, from and against any and all liabilityclaims, lossdemands, damagepenalties, actionsfines, causes of actionliabilities, settlements, damages, costs and expenses of whatever kind or expenses whatsoever (including nature, known or unknown, contingent or otherwise, whether incurred or imposed within or outside the judicial process, including, without limitation, reasonable attorneys’ and consultants’ fees and expenses) disbursements and investigations and laboratory fees arising out of, or in any and all claimsway related to any Environmental Problem, suits and judgments which any Indemnified Party may suffer, as a result of or with respect to: including without limitation: (a) any Environmental Claim relating to or arising from the Property; (b) the violation of any Environmental Law in connection with the Property; (c) any releasepresence, spill, or the presence of any Hazardous Materials affecting the Property; and (d) the presence at, in, on or under, or the releasedisposal, escape, seepage, leakage, discharge spillage, discharge, emission, release or migration at or from, the Property threat of release of any Hazardous MaterialsMaterials in, on, over, under, from or affecting the Property or any part thereof whether or not such disclosed by the Environmental Report; (b) any personal injury (including wrongful death, disease or other health condition was known related to or unknown to Borrower; provided thatcaused by, in each casewhole or in part, Borrower shall be relieved any Hazardous Materials) or property damage (real or personal) arising out of its obligation under this subsection if or related to any Hazardous Materials in, on, over, under, from or affecting the Property or any part thereof whether or not disclosed by the Environmental Report; (c) any action, suit or proceeding brought or threatened, settlement reached, or order of any Governmental Authority relating to such Hazardous Material whether or not disclosed by the matters referred to in clauses (a) through Environmental Report; and/or (d) above did not occur (but need not have been discovered) prior to (1) the foreclosure any violation of the Security Instrumentprovisions, (2) the delivery by Borrower covenants, representations or warranties of Section 16.01 hereof or of any Legal Requirement which is based on or in any way related to Lender any Hazardous Materials in, on, over, under, from or its designee of a deed-in-lieu of foreclosure with respect to the Property, or (3) Lender’s or its designee’s taking possession and control of affecting the Property after or any part thereof including, without limitation, the occurrence cost of an Event of Default hereunder. If any such action work performed and materials furnished in order to comply therewith whether or other proceeding shall be brought against Lender, upon written notice from Borrower to Lender (given reasonably promptly following Lender’s notice to Borrower of such action or proceeding), Borrower shall be entitled to assume not disclosed by the defense thereof, at Borrower’s expense, with counsel reasonably acceptable to Lender; provided, however, Lender may, at its own expense, retain separate counsel to participate in such defense, but such participation shall not be deemed to give Lender a right to control such defense, which right Borrower expressly retainsEnvironmental Report. Notwithstanding the foregoingforegoing provisions of this Section 16.02 to the contrary, each Indemnified Party shall have the right to employ separate counsel at Borrower’s expense if, in the reasonable opinion of legal counsel, a conflict or potential conflict exists between the Indemnified Party and Borrower that would make such separate representation advisable. Borrower shall have no obligation to indemnify an Indemnified Party Lender for damage liabilities, claims, damages, penalties, causes of action, costs and expenses relative to the foregoing which result directly from Lender’s willful misconduct or loss resulting gross negligence. Any amounts payable to Lender by reason of the application of this Section 16.02 shall be secured by this Security Instrument and shall, upon demand by Lender, become immediately due and payable and shall bear interest at the Default Rate from such Indemnified Party’s gross negligence the date so demanded by Lender until paid. This indemnification shall survive the termination of this Security Instrument whether by repayment of the Debt, foreclosure or willful misconductdeed in lieu thereof, assignment, or otherwise. The indemnity provided for in this Section 16.02 shall not be included in any exculpation of Borrower or its principals from personal liability provided for in this Security Instrument or in any of the other Loan Documents. Nothing in this Section 16.02 shall be deemed to deprive Lender of any rights or remedies otherwise available to Lender, including, without limitation, those rights and remedies provided elsewhere in this Security Instrument or the other Loan Documents.

Environmental Indemnification. Borrower shall protect, indemnify, save, defend, indemnify and hold harmless the Indemnified Parties for, from and against any and all liabilityclaims, lossdemands, damagepenalties, actionsfines, causes of actionliabilities, settlements, damages, costs and expenses of whatever kind or expenses whatsoever (including nature, known or unknown, contingent or otherwise, whether incurred or imposed within or outside the judicial process, including, without limitation, reasonable attorneys’ and consultants’ fees and expenses) disbursements and investigations and laboratory fees arising out of, or in any and all claimsway related to any Environmental Problem, suits and judgments which any Indemnified Party may suffer, as a result of or with respect to: including without limitation: (a) any Environmental Claim relating to or arising from the Property; (b) the violation of any Environmental Law in connection with the Property; (c) any releasepresence, spill, or the presence of any Hazardous Materials affecting the Property; and (d) the presence at, in, on or under, or the releasedisposal, escape, seepage, leakage, discharge spillage, discharge, emission, release or migration at or from, the Property threat of release of any Hazardous MaterialsMaterials in, on, over, under, from or affecting the Property or any part thereof whether or not such disclosed by the Environmental Report; (b) any personal injury (including wrongful death, disease or other health condition was known related to or unknown to Borrower; provided thatcaused by, in each casewhole or in part, Borrower shall be relieved any Hazardous Materials) or property damage (real or personal) arising out of its obligation under this subsection if or related to any Hazardous Materials in, on, over, under, from or affecting the Property or any part thereof whether or not disclosed by the Environmental Report; (c) any action, suit or proceeding brought or threatened, settlement reached, or order of any Governmental Authority relating to such Hazardous Material whether or not disclosed by the matters referred to in clauses (a) through Environmental Report; and/or (d) above did not occur (but need not have been discovered) prior to (1) the foreclosure any violation of the Security Instrumentprovisions, (2) the delivery by Borrower covenants, representations or warranties of Section 16.01 hereof or of any Legal Requirement which is based on or in any way related to Lender any Hazardous Materials in, on, over, under, from or its designee of a deed-in-lieu of foreclosure with respect to the Property, or (3) Lender’s or its designee’s taking possession and control of affecting the Property after or any part thereof including, without limitation, the occurrence cost of an Event of Default hereunder. If any such action work performed and materials furnished in order to comply therewith whether or other proceeding shall be brought against Lender, upon written notice from Borrower to Lender (given reasonably promptly following Lender’s notice to Borrower of such action or proceeding), Borrower shall be entitled to assume not disclosed by the defense thereof, at Borrower’s expense, with counsel reasonably acceptable to Lender; provided, however, Lender may, at its own expense, retain separate counsel to participate in such defense, but such participation shall not be deemed to give Lender a right to control such defense, which right Borrower expressly retainsEnvironmental Report. Notwithstanding the foregoingforegoing provisions of this Section 16.02 to the contrary, each Indemnified Party shall have the right to employ separate counsel at Borrower’s expense if, in the reasonable opinion of legal counsel, a conflict or potential conflict exists between the Indemnified Party and Borrower that would make such separate representation advisable. Borrower shall have no obligation to indemnify an Indemnified Party Lender for damage liabilities, claims, damages, penalties, causes of action, costs and expenses relative to the foregoing which result directly from (A) Lender’s willful misconduct or loss resulting gross negligence, or (B) Hazardous Materials initially placed in, on or under the Property after Lender takes title to the Property after foreclosure or delivery of a deed in lieu thereof. Any amounts payable to Lender by reason of the application of this Section 16.02 shall be secured by this Security Instrument and shall, upon demand by Lender, become immediately due and payable and shall bear interest at the Default Rate from such Indemnified Party’s gross negligence the date so demanded by Lender until paid. This indemnification shall survive the termination of this Security Instrument whether by repayment of the Debt, foreclosure or willful misconductdeed in lieu thereof, assignment, or otherwise. The indemnity provided for in this Section 16.02 shall not be included in any exculpation of Borrower from personal liability provided for in this Security Instrument or in any of the other Loan Documents. Nothing in this Section 16.02 shall be deemed to deprive Lender of any rights or remedies otherwise available to Lender, including, without limitation, those rights and remedies provided elsewhere in this Security Instrument or the other Loan Documents.

Environmental Indemnification. Borrower Mezzanine Borrower, at its sole cost and expense, shall protect, indemnify, save, defenddefend (at trial and at appellate levels and with attorneys, consultants and experts selected by Mezzanine Borrower and reasonably acceptable to Indemnified Parties), and hold harmless the Indemnified Parties from and against any and all liability, loss, lien, damage, obligations, settlement payments, penalties, assessments, citations, directives, litigation, actions, demands, defenses, proceedings, causes of action, costs costs, disbursements, or expenses of any kind or of any nature whatsoever (including including, without limitation, but subject to the provisions hereof, reasonable attorneys’, consultants’ and experts’ fees and expensesdisbursements reasonably incurred in investigating, defending against, settling or prosecuting any claim, litigation or proceeding) and any and all claims, suits and judgments which may at any time be imposed upon, incurred by or asserted or awarded against any Indemnified Party may sufferor any Individual Property, as a result of or with respect toto or arising from or out of: (a) any Environmental Claim relating to or arising from the Property; (b) the violation of any Environmental Law in connection with the Property; (c) any actual or threatened release, spill, or the presence of any Hazardous Materials affecting the Property; and (d) the presence at, in, on or under, or the release, escape, seepage, leakage, discharge or migration at or from, the Property of any Hazardous Materials, whether or not such condition was known or unknown to Mezzanine Borrower; (e) the actual or threatened presence, release, seepage, leakage, discharge or migration of Hazardous Materials at any other location if the Hazardous Materials were generated, treated, stored, transported or disposed of by or on behalf of the Mortgage Borrower or Mezzanine Borrower; (f) the failure of Mezzanine Borrower to comply fully with the terms and conditions of this Article XII; or (g) the enforcement of this Article XII, including, without limitation, (i) the reasonable costs of assessment, containment and/or removal of any and all Hazardous Materials from all or any portion of any Individual Property, any adjacent areas, (ii) the costs of any actions taken in response to an actual or threatened release, escape, seepage, leakage, discharge, migration or presence of any Hazardous Materials on, in, under or affecting all or any portion of any Individual Property, any adjacent areas, or any other areas to prevent or minimize such actual or threatened release, escape, seepage, leakage, discharge, migration or presence of any Hazardous Materials so that it does not migrate or otherwise cause or threaten danger to present or future public health, safety, welfare or the environment, and (iii) costs incurred to comply with the Environmental Laws in connection with all or any portion of any Individual Property, any adjacent areas, or any other areas for violations; provided that, in each case, Mezzanine Borrower shall be relieved of its obligation under this subsection if any of the matters referred to in clauses (a) through (dg) above did not occur (but need not have been discovered) prior to (1) the foreclosure of the Security Instrument, Pledge or (2) the delivery by Mezzanine Borrower to Mezzanine Lender or its designee of a deedtransfer-in-lieu of foreclosure with respect to the Property, or (3) Lender’s or its designee’s taking possession and control of the Property after the occurrence of an Event of Default hereunderOwnership Interests. If any such action or other proceeding shall be brought against Mezzanine Lender, upon written notice from Mezzanine Borrower to Mezzanine Lender (given reasonably promptly following Mezzanine Lender’s notice to Mezzanine Borrower of such action or proceeding), Mezzanine Borrower shall be entitled to assume the defense thereof, at Mezzanine Borrower’s expense, with counsel reasonably acceptable to Mezzanine Lender; provided, however, Mezzanine Lender may, at its own expense, retain separate counsel to participate in such defense, but such participation shall not be deemed to give Mezzanine Lender a right to control such defense, which right Mezzanine Borrower expressly retains. Notwithstanding the foregoing, each Indemnified Party shall have the right to employ separate counsel at Mezzanine Borrower’s expense if, in the reasonable opinion of legal counsel, a conflict or potential conflict exists between the Indemnified Party and Mezzanine Borrower that would make such separate representation advisable. Mezzanine Borrower shall have no obligation under this Section 12.4 to indemnify an Indemnified Party for damage any liability, loss, lien, damage, obligations, settlement payments, penalties, assessments, citations, directives, litigation, actions, demands, defenses, proceedings, causes of action, costs, disbursements, or loss expenses of any kind or of any nature whatsoever (including, without limitation, but subject to the provisions hereof, reasonable attorneys’, consultants’ and experts’ fees and disbursements reasonably incurred in investigating, defending against, settling or prosecuting any claim, litigation or proceeding) and any and all claims, suits and judgments resulting from such any Indemnified Party’s gross negligence or willful misconduct.

Environmental Indemnification. Borrower (a) Subject to Section 4.3, TETRA shall protect, indemnify, save, defend, defend and hold harmless the Indemnified Parties Partnership Group from and against any environmental claims, losses and all liabilityexpenses (including, losswithout limitation, damagecourt costs and reasonable attorney’s and expert’s fees) of any and every kind or character suffered or incurred by the Partnership Group by reason of or arising out of: (i) any violation of Environmental Laws associated with ownership or operation of the Partnership Assets; or (ii) any event or condition associated with ownership or operation of the Partnership Assets (including, actionswithout limitation, causes the presence of actionHazardous Substances on, costs under, about or expenses whatsoever migrating to or from the Partnership Assets or the disposal or release of Hazardous Substances generated by operation of the Partnership Assets) including, without limitation, (including reasonable attorneys’ fees A) the cost and expensesexpense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws or to satisfy any applicable Voluntary Cleanup Program, (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action or other plans required or necessary under Environmental Laws or to satisfy any applicable Voluntary Cleanup Program and (C) the cost and expense for any environmental pre trial, trial or appellate legal or litigation support work; provided, in the case of clauses (A) and any (B) such cost and all claimsexpense shall not include the costs of and associated with project management and soil and ground water monitoring; but only to the extent that such violation complained of under Section 4.1(a)(i) or such events or conditions included under Section 4.1(a)(ii) occurred before or existed on the Closing Date (collectively, suits and judgments which any Indemnified Party may suffer, as a result of or with respect to: (a) any “Covered Environmental Claim relating to or arising from the Property; Losses”). (b) The Partnership Group shall indemnify, defend and hold harmless the violation TETRA Entities from and against any Covered Environmental Losses suffered or incurred by TETRA and its Affiliates relating to the Partnership Assets (as well as any assets acquired by the Partnership after the Closing Date) occurring on or after the Closing Date, except to the extent that the Partnership Group is indemnified with respect to any of any such Covered Environmental Law in connection with the Property; Losses under Section 4.1(a). (c) any release, spill, or Except for claims for Covered Environmental Losses made before the presence of any Hazardous Materials affecting the Property; and (d) the presence at, in, on or under, or the release, escape, seepage, leakage, discharge or migration at or from, the Property of any Hazardous Materials, whether or not such condition was known or unknown to Borrower; provided that, in each case, Borrower shall be relieved of its obligation under this subsection if any third anniversary of the matters referred to Closing Date, which shall not terminate, all indemnification obligations in clauses (a) through (d) above did not occur (but need not have been discovered) prior to (1) this Section 4.1 shall terminate on the foreclosure third anniversary of the Security Instrument, (2) the delivery by Borrower to Lender or its designee of a deed-in-lieu of foreclosure with respect to the Property, or (3) Lender’s or its designee’s taking possession and control of the Property after the occurrence of an Event of Default hereunder. If any such action or other proceeding shall be brought against Lender, upon written notice from Borrower to Lender (given reasonably promptly following Lender’s notice to Borrower of such action or proceeding), Borrower shall be entitled to assume the defense thereof, at Borrower’s expense, with counsel reasonably acceptable to Lender; provided, however, Lender may, at its own expense, retain separate counsel to participate in such defense, but such participation shall not be deemed to give Lender a right to control such defense, which right Borrower expressly retains. Notwithstanding the foregoing, each Indemnified Party shall have the right to employ separate counsel at Borrower’s expense if, in the reasonable opinion of legal counsel, a conflict or potential conflict exists between the Indemnified Party and Borrower that would make such separate representation advisable. Borrower shall have no obligation to indemnify an Indemnified Party for damage or loss resulting from such Indemnified Party’s gross negligence or willful misconductClosing Date.

Environmental Indemnification. The Borrower shall protect, indemnify, save, defendcovenants and agrees that it and its Subsidiaries will indemnify and hold the Administrative Agent and each Lender, and hold each of their respective Affiliates, harmless the Indemnified Parties from and against any and all liabilityclaims, lossexpense, damage, actions, causes of action, costs loss or expenses whatsoever liability incurred by the Administrative Agent or any Lender (including all reasonable attorneys’ fees and expenses) and costs of legal representation incurred by the Administrative Agent or any and all claimsLender in connection with any investigative, suits and judgments which administrative or judicial proceeding, whether or not the Administrative Agent or any Indemnified Party may sufferLender is party thereto, but excluding, as applicable for the Administrative Agent or a Lender, any claim, expense, damage, loss or liability as a result of the gross negligence or with respect to: willful misconduct of the Administrative Agent or such Lender or any of their respective Affiliates) relating to (a) any Environmental Claim relating to Release or arising from the Propertythreatened Release of Hazardous Substances on any Real Estate; (b) the any violation of any Environmental Law in connection Laws with respect to conditions at any Real Estate or the Propertyoperations conducted thereon; (c) the investigation or remediation of off-site locations at which the Borrower, MCRC or any releaseof their respective Subsidiaries or their predecessors are alleged to have directly or indirectly disposed of Hazardous Substances; or (d) any action, spillsuit, proceeding or investigation brought or threatened with respect to any Hazardous Substances relating to Real Estate (including, but not limited to, claims with respect to wrongful death, personal injury or damage to property). In litigation, or the presence of any Hazardous Materials affecting the Property; and (d) the presence at, in, on or under, or the release, escape, seepage, leakage, discharge or migration at or frompreparation therefor, the Property of any Hazardous Materials, whether or not such condition was known or unknown to Borrower; provided that, in each case, Borrower shall be relieved of its obligation under this subsection if any of Lenders and the matters referred to in clauses (a) through (d) above did not occur (but need not have been discovered) prior to (1) the foreclosure of the Security Instrument, (2) the delivery by Borrower to Lender or its designee of a deed-in-lieu of foreclosure with respect to the Property, or (3) Lender’s or its designee’s taking possession and control of the Property after the occurrence of an Event of Default hereunder. If any such action or other proceeding shall be brought against Lender, upon written notice from Borrower to Lender (given reasonably promptly following Lender’s notice to Borrower of such action or proceeding), Borrower Administrative Agent shall be entitled to assume select their own counsel and participate in the defense thereofand investigation of such claim, at action or proceeding, and the Borrower shall bear the expense of such separate counsel of the Administrative Agent and the Lenders if (i) in the written opinion of counsel to the Administrative Agent and the Lenders, use of counsel of the Borrower’s expensechoice could reasonably be expected to give rise to a conflict of interest, with (ii) the Borrower shall not have employed counsel reasonably acceptable satisfactory to Lender; providedthe Administrative Agent and the Lenders within a reasonable time after notice of the institution of any such litigation or proceeding, however, Lender may, at its own expense, retain separate counsel to participate in such defense, but such participation shall not be deemed to give Lender a right to control such defense, which right or (iii) the Borrower expressly retains. Notwithstanding authorizes the foregoing, each Indemnified Party shall have Administrative Agent and the right Lenders to employ separate counsel at the Borrower’s expense if, in expense. It is expressly acknowledged by the reasonable opinion of legal counsel, a conflict or potential conflict exists between the Indemnified Party and Borrower that would make such separate representation advisable. Borrower this covenant of indemnification shall have no obligation survive the payment of the Loans and shall inure to indemnify an Indemnified Party for damage or loss resulting from such Indemnified Party’s gross negligence or willful misconductthe benefit of the Administrative Agent and the Lenders and their respective Affiliates, their respective successors, and their respective assigns under the Loan Documents permitted under this Agreement.

Environmental Indemnification. The Borrower shall protect, indemnify, save, defendcovenants and agrees that it and its Subsidiaries will indemnify and hold the Administrative Agent and each Lender, and hold each of their respective Affiliates, harmless the Indemnified Parties from and against any and all liabilityclaims, lossexpense, damage, actions, causes of action, costs loss or expenses whatsoever liability incurred by the Administrative Agent or any Lender (including all reasonable attorneys’ fees and expenses) and costs of legal representation incurred by the Administrative Agent or any and all claimsLender in connection with any investigative, suits and judgments which administrative or judicial proceeding, whether or not the Administrative Agent or any Indemnified Party may sufferLender is party thereto, but excluding, as applicable for the Administrative Agent or a Lender, any claim, expense, damage, loss or liability as a result of the gross negligence or with respect to: willful misconduct of the Administrative Agent or such Lender or any of their respective Affiliates) relating to (a) any Environmental Claim relating to Release or arising from the Propertythreatened Release of Hazardous Substances on any Real Estate; (b) the any violation of any Environmental Law in connection Laws with respect to conditions at any Real Estate or the Propertyoperations conducted thereon; (c) the investigation or remediation of off-site locations at which the Borrower, any releaseGuarantor or any of their respective Subsidiaries or their predecessors are alleged to have directly or indirectly disposed of Hazardous Substances; or (d) any action, spillsuit, proceeding or investigation brought or threatened with respect to any Hazardous Substances relating to Real Estate (including, but not limited to, claims with respect to wrongful death, personal injury or damage to property). In litigation, or the presence of any Hazardous Materials affecting the Property; and (d) the presence at, in, on or under, or the release, escape, seepage, leakage, discharge or migration at or frompreparation therefor, the Property of any Hazardous Materials, whether or not such condition was known or unknown to Borrower; provided that, in each case, Borrower shall be relieved of its obligation under this subsection if any of Lenders and the matters referred to in clauses (a) through (d) above did not occur (but need not have been discovered) prior to (1) the foreclosure of the Security Instrument, (2) the delivery by Borrower to Lender or its designee of a deed-in-lieu of foreclosure with respect to the Property, or (3) Lender’s or its designee’s taking possession and control of the Property after the occurrence of an Event of Default hereunder. If any such action or other proceeding shall be brought against Lender, upon written notice from Borrower to Lender (given reasonably promptly following Lender’s notice to Borrower of such action or proceeding), Borrower Administrative Agent shall be entitled to assume select their own counsel and participate in the defense thereofand investigation of such claim, at action or proceeding, and the Borrower shall bear the expense of such separate counsel of the Administrative Agent and the Lenders if (i) in the written opinion of counsel to the Administrative Agent and the Lenders, use of counsel of the Borrower’s expensechoice could reasonably be expected to give rise to a conflict of interest, with (ii) the Borrower shall not have employed counsel reasonably acceptable satisfactory to Lender; providedthe Administrative Agent and the Lenders within a reasonable time after notice of the institution of any such litigation or proceeding, however, Lender may, at its own expense, retain separate counsel to participate in such defense, but such participation shall not be deemed to give Lender a right to control such defense, which right or (iii) the Borrower expressly retains. Notwithstanding authorizes the foregoing, each Indemnified Party shall have Administrative Agent and the right Lenders to employ separate counsel at the Borrower’s expense if, in expense. It is expressly acknowledged by the reasonable opinion of legal counsel, a conflict or potential conflict exists between the Indemnified Party and Borrower that would make such separate representation advisable. Borrower this covenant of indemnification shall have no obligation survive the payment of the Loans and shall inure to indemnify an Indemnified Party for damage or loss resulting from such Indemnified Party’s gross negligence or willful misconductthe benefit of the Administrative Agent and the Lenders and their respective Affiliates, their respective successors, and their respective assigns under the Loan Documents permitted under this Agreement.

Environmental Indemnification. Borrower shall protect, indemnify, save, defend, and hold harmless the Indemnified Parties from and against any and all liability, loss, damage, actions, causes of action, costs or expenses whatsoever (including reasonable attorneys’ fees and expenses) and any and all claims, suits and judgments which any Indemnified Party may suffer, as a result of or with respect to: (a) any Environmental Claim relating to or arising from the Property; (b) the violation of any Environmental Law in connection with the Property; (c) any release, spill, or the presence of any Hazardous Materials affecting the Property; and (d) the presence at, in, on or under, or the release, escape, seepage, leakage, discharge or migration at or from, the Property of any Hazardous Materials, whether or not such condition was known or unknown to BorrowerBorrower and (e) any toxic mold contamination at or affecting any Individual Property; provided that, in each case, Borrower shall be relieved of its obligation under this subsection if any of the matters referred to in clauses (a) through (de) above did not occur (but need not have been discovered) prior to (1) the foreclosure of the any Security Instrument, (2) the delivery by Borrower to Lender or its designee of a deed-in-lieu of foreclosure with respect to the Property, or (3) Lender’s or its designee’s taking possession and control of the Property after the occurrence of an Event of Default hereunder. If any such action or other proceeding shall be brought against Lender, upon written notice from Borrower to Lender (given reasonably promptly following Lender’s notice to Borrower of such action or proceeding), Borrower shall be entitled to assume the defense thereof, at Borrower’s expense, with counsel reasonably acceptable to Lender; provided, however, Lender may, at its own expense, retain separate counsel to participate in such defense, but such participation shall not be deemed to give Lender a right to control such defense, which right Borrower expressly retains. Notwithstanding the foregoing, each Indemnified Party shall have the right to employ separate counsel at Borrower’s expense if, in the reasonable opinion of legal counsel, a conflict or potential conflict exists between the Indemnified Party and Borrower that would make such separate representation advisable. Borrower shall have no obligation to indemnify an Indemnified Party for damage or loss resulting from such Indemnified Party’s gross negligence or willful misconduct.

Environmental Indemnification. The Borrower shall protect, indemnify, save, defendcovenants and agrees that it and its Subsidiaries will indemnify and hold the Administrative Agent and each Lender, and hold each of their respective Affiliates, harmless the Indemnified Parties from and against any and all liabilityclaims, lossexpense, damage, actions, causes of action, costs loss or expenses whatsoever liability incurred by the Administrative Agent or any Lender (including all reasonable attorneys’ fees and expenses) and costs of legal representation incurred by the Administrative Agent or any and all claimsLender in connection with any investigative, suits and judgments which administrative or judicial proceeding, whether or not the Administrative Agent or any Indemnified Party may sufferLender is party thereto, but excluding, as applicable for the Administrative Agent or a Lender, any claim, expense, damage, loss or liability as a result of the gross negligence or with respect to: willful misconduct of the Administrative Agent or such Lender or any of their respective Affiliates) relating to (a) any Environmental Claim relating to Release or arising from the Propertythreatened Release of Hazardous Substances on any Real Estate; (b) the any violation of any Environmental Law in connection Laws with respect to conditions at any Real Estate or the Propertyoperations conducted thereon; (c) the investigation or remediation of off-site locations at which the Borrower, any releaseGuarantor or any of their respective Subsidiaries or their predecessors are alleged to have directly or indirectly disposed of Hazardous Substances; or (d) any action, spillsuit, proceeding or investigation brought or threatened with respect to any Hazardous Substances relating to Real Estate (including, but not limited to, claims with respect to wrongful death, personal injury or damage to property). In litigation, or the presence of any Hazardous Materials affecting the Property; and (d) the presence at, in, on or under, or the release, escape, seepage, leakage, discharge or migration at or frompreparation therefor, the Property of any Hazardous Materials, whether or not such condition was known or unknown to Borrower; provided that, in each case, Borrower shall be relieved of its obligation under this subsection if any of Lenders and the matters referred to in clauses (a) through (d) above did not occur (but need not have been discovered) prior to (1) the foreclosure of the Security Instrument, (2) the delivery by Borrower to Lender or its designee of a deed-in-lieu of foreclosure with respect to the Property, or (3) Lender’s or its designee’s taking possession and control of the Property after the occurrence of an Event of Default hereunder. If any such action or other proceeding shall be brought against Lender, upon written notice from Borrower to Lender (given reasonably promptly following Lender’s notice to Borrower of such action or proceeding), Borrower Administrative Agent shall be entitled to assume select their own counsel and participate in the defense thereofand investigation of such claim, at action or proceeding, and the Borrower shall bear the expense of such separate counsel of the Administrative Agent and the Lenders if (i) in the written opinion of counsel to the Administrative Agent and the Lenders, use of counsel of the Borrower’s expense's choice could reasonably be expected to give rise to a conflict of interest, with (ii) the Borrower shall not have employed counsel reasonably acceptable satisfactory to Lender; providedthe Administrative Agent and the Lenders within a reasonable time after notice of the institution of any such litigation or proceeding, however, Lender may, at its own expense, retain separate counsel to participate in such defense, but such participation shall not be deemed to give Lender a right to control such defense, which right or (iii) the Borrower expressly retains. Notwithstanding authorizes the foregoing, each Indemnified Party shall have Administrative Agent and the right Lenders to employ separate counsel at the Borrower’s expense if, in 's expense. It is expressly acknowledged by the reasonable opinion of legal counsel, a conflict or potential conflict exists between the Indemnified Party and Borrower that would make such separate representation advisable. Borrower this covenant of indemnification shall have no obligation survive the payment of the Loans and shall inure to indemnify an Indemnified Party for damage or loss resulting from such Indemnified Party’s gross negligence or willful misconductthe benefit of the Administrative Agent and the Lenders and their respective Affiliates, their respective successors, and their respective assigns under the Loan Documents permitted under this Agreement.

Environmental Indemnification. Borrower shall protect, indemnify, save, defend, and hold harmless the Indemnified Parties from and against any and all liability, loss, damage, actions, causes of action, costs or out-of-pocket expenses whatsoever (including reasonable attorneys’ fees and expenses) and any and all claims, suits and judgments which any Indemnified Party may suffer, as a result of or with respect to: (a) any Environmental Claim relating to or arising from the Property; (b) the violation of any Environmental Law in connection with the Property; (c) any releaseRelease, spill, Threat of Release or the presence of any Hazardous Materials affecting the Property; and (d) the presence at, in, on or under, or the release, escape, seepage, leakage, discharge Release or migration Threat of Release at or from, the Property of any Hazardous Materials, whether or not such condition was known or unknown to Borrower; provided that, in each case, Borrower shall be relieved of its obligation under this subsection if any of the matters referred to in clauses (a) through (d) above did not occur (but need not have been discovered) prior to (1) the foreclosure of the Security Instrument, (2) the delivery by Borrower to Lender or its designee of a deed-in-lieu of foreclosure with respect to the Property, or (3) Lender’s or its designee’s taking possession and control of the Property after the occurrence of an Event of Default hereunder. If any such action or other proceeding shall be brought against Lender, upon written notice from Borrower to Lender (given reasonably promptly following Lender’s notice to Borrower of such action or proceeding), Borrower shall be entitled to assume the defense thereof, at Borrower’s expense, with counsel reasonably acceptable to Lender; provided, however, Lender may, at its own expense, retain separate counsel to participate in such defense, but such participation shall not be deemed to give Lender a right to control such defense, which right Borrower expressly retains. Notwithstanding the foregoing, each Indemnified Party shall have the right to employ separate counsel at Borrower’s expense if, in the reasonable opinion of legal counsel, a conflict or potential conflict exists between the Indemnified Party and Borrower that would make such separate representation advisable. Borrower shall have no obligation to indemnify an Indemnified Party for damage or loss resulting from such any Indemnified Party’s gross negligence or willful misconduct.

Environmental Indemnification. Borrower shall protect, indemnify, save, defend, indemnify and hold harmless the Indemnified Parties for, from and against any and all liabilityclaims, lossdemands, damagepenalties, actionsfines, causes of actionliabilities, settlements, damages, costs and expenses of whatever kind or expenses whatsoever (including nature, known or unknown, contingent or otherwise, whether incurred or imposed within or outside the judicial process, including, without limitation, reasonable attorneys’ ' and consultants' fees and expenses) disbursements and investigations and laboratory fees arising out of, or in any and all claimsway related to any Environmental Problem, suits and judgments which any Indemnified Party may suffer, as a result of or with respect to: including without limitation: (a) any Environmental Claim relating to or arising from the Property; (b) the violation of any Environmental Law in connection with the Property; (c) any releasepresence, spill, or the presence of any Hazardous Materials affecting the Property; and (d) the presence at, in, on or under, or the releasedisposal, escape, seepage, leakage, discharge spillage, discharge, emission, release or migration at or from, the Property threat of release of any Hazardous MaterialsMaterials in, on, over, under, from or affecting the Property or any part thereof whether or not such disclosed by the Environmental Report; (b) any personal injury (including wrongful death, disease or other health condition was known related to or unknown to Borrower; provided thatcaused by, in each casewhole or in part, Borrower shall be relieved any Hazardous Materials) or property damage (real or personal) arising out of its obligation under this subsection if or related to any Hazardous Materials in, on, over, under, from or affecting the Property or any part thereof whether or not disclosed by the Environmental Report; (c) any action, suit or proceeding brought or threatened, settlement reached, or order of any Governmental Authority relating to such Hazardous Material whether or not disclosed by the matters referred to in clauses (a) through Environmental Report; and/or (d) above did not occur (but need not have been discovered) prior to (1) the foreclosure any violation of the Security Instrumentprovisions, (2) the delivery by Borrower covenants, representations or warranties of Section 16.01 hereof or of any Legal Requirement which is based on or in any way related to Lender any Hazardous Materials in, on, over, under, from or its designee of a deed-in-lieu of foreclosure with respect to the Property, or (3) Lender’s or its designee’s taking possession and control of affecting the Property after or any part thereof including, without limitation, the occurrence cost of an Event of Default hereunder. If any such action work performed and materials furnished in order to comply therewith whether or other proceeding shall be brought against Lender, upon written notice from Borrower to Lender (given reasonably promptly following Lender’s notice to Borrower of such action or proceeding), Borrower shall be entitled to assume not disclosed by the defense thereof, at Borrower’s expense, with counsel reasonably acceptable to Lender; provided, however, Lender may, at its own expense, retain separate counsel to participate in such defense, but such participation shall not be deemed to give Lender a right to control such defense, which right Borrower expressly retainsEnvironmental Report. Notwithstanding the foregoingforegoing provisions of this Section 16.02 to the contrary, each Indemnified Party shall have the right to employ separate counsel at Borrower’s expense if, in the reasonable opinion of legal counsel, a conflict or potential conflict exists between the Indemnified Party and Borrower that would make such separate representation advisable. Borrower shall have no obligation to indemnify an Indemnified Party Lender for damage liabilities, claims, damages, penalties, causes of action, costs and expenses relative to the foregoing which result directly from Xxxxxx's willful misconduct or loss resulting gross negligence. Any amounts payable to Lender by reason of the application of this Section 16.02 shall be secured by this Security Instrument and shall, upon demand by Xxxxxx, become immediately due and payable and shall bear interest at the Default Rate from such Indemnified Party’s gross negligence the date so demanded by Xxxxxx until paid. This indemnification shall survive the termination of this Security Instrument whether by repayment of the Debt, foreclosure or willful misconductdeed in lieu thereof, assignment, or otherwise; provided, however, in the event that no Event of Default had occurred and Lender shall have received a clean Phase I environmental report satisfactory in form and substance and prepared by a Person satisfactory to Lender in all respects, this indemnification shall terminate five (5) years after repayment of the Debt. The indemnity provided for in this Section 16.02 shall not be included in any exculpation of Borrower or its principals from personal liability provided for in this Security Instrument or in any of the other Loan Documents. Nothing in this Section 16.02 shall be deemed to deprive Lender of any rights or remedies otherwise available to Lender, including, without limitation, those rights and remedies provided elsewhere in this Security Instrument or the other Loan Documents.

Environmental Indemnification. Borrower shall protectIn consideration of the execution and delivery of this Agreement by the Metal Lender and the making of consignments and other extensions of credit, indemnifyeach Customer hereby indemnifies, saveexonerates and holds the Metal Lender and each of its officers, defenddirectors, employees and hold agents (collectively, the “Indemnified Parties”) free and harmless the Indemnified Parties from and against any and all liability, loss, damage, actions, causes of action, costs or suits, losses, costs, liabilities and damages, and expenses whatsoever incurred in connection therewith (irrespective of whether any such Indemnified Party is a party to the action for which indemnification hereunder is sought), including reasonable attorneys’ fees and expenses) and disbursements (collectively, the “Indemnified Liabilities”), incurred by the Indemnified Parties or any and all claims, suits and judgments which any Indemnified Party may suffer, of them as a result of of, or with respect arising out of, or relating to: : (a) any Environmental Claim investigation, litigation or proceeding related to any environmental cleanup, audit, compliance or other matter relating to the protection of the environment or arising from the Propertyrelease by the Customers of any Hazardous Material; or (b) the violation of any Environmental Law in connection with the Property; (c) any release, spill, or the presence of any Hazardous Materials affecting the Property; and (d) the presence at, in, on or under, or the release, escape, seepage, leakage, discharge spillage, discharge, emission, discharging or migration at or releases from, the Property any real property owned or operated by any Customer of any Hazardous MaterialsMaterial (including any losses, liabilities, damages, injuries, costs, expense or claims asserted or arising under any Environmental Law), regardless of whether caused by, or not such condition was known or unknown to Borrowerwithin the control of, a Customer; provided thatexcept, in each casecase arising by reason of an Indemnified Party’s negligence or misconduct. If and to the extent that the foregoing undertaking may be unenforceable for any reason, Borrower shall be relieved the Customer agrees to make the maximum contribution to the payment and satisfaction of its obligation each of the Indemnified Liabilities which is permissible under applicable law. Notwithstanding anything to the contrary herein contained, the obligations and liabilities under this subsection if any of the matters referred to Section shall survive and continue in clauses (a) through (d) above did not occur (but need not have been discovered) prior to (1) the foreclosure of the Security Instrument, (2) the delivery by Borrower to Lender or its designee of a deed-in-lieu of foreclosure with respect to the Property, or (3) Lender’s or its designee’s taking possession full force and control of the Property after the occurrence of an Event of Default hereunder. If any such action or other proceeding shall be brought against Lender, upon written notice from Borrower to Lender (given reasonably promptly following Lender’s notice to Borrower of such action or proceeding), Borrower shall be entitled to assume the defense thereof, at Borrower’s expense, with counsel reasonably acceptable to Lender; provided, however, Lender may, at its own expense, retain separate counsel to participate in such defense, but such participation effect and shall not be deemed to give Lender a right to control such defenseterminated, which right Borrower expressly retains. Notwithstanding discharged or released in whole or in part irrespective of whether all the foregoing, each Indemnified Party shall Obligations have been paid in full or the right to employ separate counsel at Borrower’s expense if, in the reasonable opinion of legal counsel, a conflict or potential conflict exists between the Indemnified Party and Borrower that would make such separate representation advisable. Borrower shall Commitments have no obligation to indemnify an Indemnified Party for damage or loss resulting from such Indemnified Party’s gross negligence or willful misconductbeen terminated.

Environmental Indemnification. Borrower shall protect, indemnify, save, defend, (i) Purchaser understands and hold harmless the Indemnified Parties from and against any and all liability, loss, damage, actions, causes of action, costs or expenses whatsoever agrees that (including reasonable attorneys’ fees and expensesi) and any and all claims, suits and judgments which any Indemnified Party may suffer, as a result of or with respect to: (aeach Purchaser Indemnitee’s right to indemnification under ‎Section 9.02(a)(i)(A) any Environmental Claim relating to or arising from the Property; (b) the violation of any Environmental Law in connection with the Property; (c) any release, spill, or the presence of any Hazardous Materials affecting the Property; and (d) the presence at, in, on or under, or the release, escape, seepage, leakage, discharge or migration at or from, the Property of any Hazardous Materials, whether or not such condition was known or unknown to Borrower; provided that, in each case, Borrower shall be relieved of its obligation under this subsection if any for breach of the matters referred to representations and warranties contained in clauses (a‎Section 3.15 and under Section 9.02(a)(i)(E) through (d) above did not occur (but need not have been discovered) prior to (1) for Indemnified Environmental Liabilities shall constitute its sole and exclusive remedy against the foreclosure of the Security Instrument, (2) the delivery by Borrower to Lender or its designee of a deed-in-lieu of foreclosure Sellers with respect to any environmental matter arising out of acts occurring or conditions existing on or prior to Closing and relating to the Propertypast or current facilities, properties or (3) Lender’s or its designee’s taking possession and control operations of the Property after the occurrence of an Event of Default hereunder. If Companies and their predecessors, including any such action or other proceeding shall be brought against Lender, upon written notice from Borrower to Lender matter arising under any Environmental Laws and (given reasonably promptly following Lender’s notice to Borrower of such action or proceeding), Borrower shall be entitled to assume the defense thereof, at Borrower’s expense, with counsel reasonably acceptable to Lender; provided, however, Lender may, at its own expense, retain separate counsel to participate in such defense, but such participation shall not be deemed to give Lender a right to control such defense, which right Borrower expressly retains. Notwithstanding the foregoing, each Indemnified Party shall ii) no Purchaser Indemnitee will have the right to employ separate counsel indemnification under ‎Section 9.02(a)(i)(A) for breach of the representations and warranties contained in ‎Section 3.15 (other than Section 3.15(g)) if the Covered Loss for which such right to indemnification is an Indemnified Environmental Liability. Except as set forth in this Agreement, effective at Borrower’s expense ifClosing, Purchaser hereby waives any right, whether arising at law or in equity, to seek contribution, cost recovery, damages, or any other recourse or remedy from the Sellers, and hereby releases the Sellers from any claim, demand or liability, in each case with respect to any environmental matter arising out of acts occurring or conditions existing on or prior to Closing and relating to the reasonable opinion past or current facilities, properties or operations of legal counsel, a conflict or potential conflict exists between the Indemnified Party Companies and Borrower that would make such separate representation advisabletheir predecessors. Borrower The Sellers shall have no obligation to indemnify the Purchaser Indemnitees with respect to Covered Losses arising from any Contamination to the extent identified as a result of any environmental sampling or testing after the Closing Date by or on behalf of any Purchaser Indemnitee unless such sampling or testing is (i) required by any Environmental Law (including any Environmental Law coming into effect on or after the Closing) or Governmental Entity, (ii) required by any third party that is legally entitled to do so, including Boliden, or (iii) incidental to the operation of the business consistent with the historical operation of the business and would have been undertaken even in the absence of an indemnity provided hereunder, including such sampling or testing conducted in connection with changes to the operation of the business as reflected in Schedule 9.09(a) or otherwise consistent with the scope and type of historic changes to the operation of the business. The Sellers’ obligation to indemnify the Purchaser Indemnitees for any Remedial Action pursuant to this Agreement shall be limited to such Remedial Action (i) already underway as of the Closing Date; (ii) reasonably necessary to satisfy the requirements of any applicable Governmental Entity or Environmental Law in effect as of the Closing; (iii) reasonably necessary to resolve or avoid any investigation, action, claim, suit or proceeding by or before a Governmental Entity; (iv) reasonably necessary to mitigate any imminent and substantial threat to human health or the environment; or (v) reasonably necessary to comply with the terms of any contractual obligation or take advantage of a right under a contract existing as of the Closing; and then only to the extent that such Remedial Action is undertaken in a reasonably cost effective manner, assuming continued industrial use of the applicable Business Property (and industrial or non-industrial use, as applicable, of any affected groundwater, sediments, surrounding properties or other impacted areas) and employing risk-based standards and institutional controls where available and reasonably appropriate under the specific circumstances. (j) The Sellers shall have no liability for indemnification pursuant to Section 9.02(a)(i)(E) with respect to Indemnified Party Environmental Liabilities unless a claim for damage or loss resulting from such Indemnified Party’s gross negligence Environmental Liabilities is asserted prior to the fifth year anniversary of the Closing Date. (k) In the event the Sellers make any indemnification payments to any Purchaser Indemnitee pursuant to Section 9.02(a)(i)(A) for any breach of the representations and warranties set forth in Section 3.15 (Environmental Matters) or willful misconductto Section 9.02(a)(i)(E) for Indemnified Environmental Liabilities that is reasonably determined to be a result of Contamination existing (i) at the “Leased Land” (as that term is defined in that certain lease agreement (“Site Lease”) dated October 7, 1994 by and between Outokumpu Kokkola Zinc Oy, Kokkola Chemicals Oy, Outokumpu Metals & Resources Oy and OM Group, Inc., as amended; and (ii) prior to December 11, 1991 (“Pre-1991 Contamination”), then Purchaser agrees to cause OMG Kokkola Chemicals to use reasonable good faith efforts to pursue and exhaust such remedies as are available to it pursuant to the Site Lease with respect to such Xxx-0000 Xxxxxxxxxxxxx. (i) If in connection with the foregoing OMG Kokkola Chemicals recovers any amounts pursuant to its rights under the Site Lease for damages suffered or incurred in connection with such Pre-1991 Contamination, then the Purchaser Indemnitees shall promptly reimburse the Sellers for any indemnity payments previously made to Purchaser Indemnitees by the Sellers for such Xxx-0000 Xxxxxxxxxxxxx but only up to such amounts received by OMG Kokkola Chemicals under the Site Lease, net of any expenses incurred in connection with the pursuit and recovery of such amounts. (ii) At any time within 30 days following notice by Purchaser of its determination to pursue its rights under the Site Lease, the Sellers may at their election assume the prosecution of OMG Kokkola Chemicals' enforcement of the Site Lease pursuant to this Section 9.09(c) with counsel selected by them reasonably acceptable to Purchaser; provided however that (A) Purchaser shall have the right to participate in the prosecution thereof and to employ separate counsel at its own expense, (B) Purchaser shall have the right to review and approve any significant filings, decisions or settlement agreements made or entered into in connection with such prosecution, and (C) Purchaser shall have the right to assume control of such prosecution if the Sellers fail to prosecute vigorously such remedies as are available under the Site Lease. (iii) From and after the Closing until the later of (A) the expiration of the survival period set forth in Section 9.01(a) applicable to the representations and warranties contained in Section 3.15 (Environmental Matters) or (B) the satisfaction or other resolution of any indemnification claim pursuant to Section 3.15 (Environmental Matters) or Section 9.02(a)(i)(E) pending as of such expiration, Purchaser shall not, and shall cause OMG Kokkola Chemicals to not, repudiate, impair or limit any right to indemnification available pursuant to the Site Lease for Contamination.

Environmental Indemnification. Borrower shall protect, indemnify, save, defend, and hold harmless the Indemnified Parties from and against any and all liability, loss, damage, actions, causes of action, costs or expenses whatsoever (including reasonable attorneys’ ' fees and expenses) and any and all claims, suits and judgments which any Indemnified Party may suffer, as a result of or with respect to: (a) any Environmental Claim relating to or arising from the Property; (b) the violation of any Environmental Law in connection with the Property; (c) any release, spill, or the presence of any Hazardous Materials affecting the Property; and (d) the presence at, in, on or under, or the release, escape, seepage, leakage, discharge or migration at or from, the Property of any Hazardous Materials, whether or not such condition was known or unknown to BorrowerBorrower and (e) any toxic mold contamination at or affecting any Individual Property; provided that, in each case, Borrower shall be relieved of its obligation under this subsection if any of the matters referred to in clauses (a) through (de) above did not occur (but need not have been discovered) prior to (1) the foreclosure of the any Security Instrument, (2) the delivery by Borrower to Lender or its designee of a deed-in-lieu of foreclosure with respect to the Property, or (3) Lender’s 's or its designee’s 's taking possession and control of the Property after the occurrence of an Event of Default hereunder. If any such action or other proceeding shall be brought against Lender, upon written notice from Borrower to Lender (given reasonably promptly following Lender’s 's notice to Borrower of such action or proceeding), Borrower shall be entitled to assume the defense thereof, at Borrower’s 's expense, with counsel reasonably acceptable to Lender; provided, however, Lender may, at its own expense, retain separate counsel to participate in such defense, but such participation shall not be deemed to give Lender a right to control such defense, which right Borrower expressly retains. Notwithstanding the foregoing, each Indemnified Party shall have the right to employ separate counsel at Borrower’s 's expense if, in the reasonable opinion of legal counsel, a conflict or potential conflict exists between the Indemnified Party and Borrower that would make such separate representation advisable. Borrower shall have no obligation to indemnify an Indemnified Party for damage or loss resulting from such Indemnified Party’s 's gross negligence or willful misconduct.

Environmental Indemnification. Borrower shall protectDeveloper hereby agrees that for itself, indemnifyits successors and assigns, save, it will defend, indemnify and hold save DEDA and the City of Duluth and their officers, agents, servants and employees harmless the Indemnified Parties from and against any all liabilities, losses, damages, costs, expenses, including reasonable attorney's fees and all liability, loss, damage, actionsexpenses, causes of action, costs or expenses whatsoever (including reasonable attorneys’ fees and expenses) and any and all suits, claims, suits demands and judgments which arising out of any Indemnified Party may suffer, as a result of or with respect to: (a) any Environmental Claim relating to or arising from condition existing on the Property; (b) the , whether pre-existing or after created, which constitutes a violation of any environmental law or laws with regard to pollutants or hazardous or dangerous substances promulgated by the government of the United States, the State of Minnesota or of any such duly promulgated rules and regulations of the United States Environmental Law in connection with Protection Agency or the Property; (c) any release, spill, Minnesota Pollution Control Agency or the presence of any Hazardous Materials affecting the Property; and (d) the presence at, in, on or under, or the release, escape, seepage, leakage, discharge or migration at or from, the Property of any Hazardous Materialselement, whether compound, pollutant, contaminant or not toxic or hazardous substance, material or waste, or any mixture thereof, which otherwise causes injury or death to persons or damage to property and that indemnification granted hereby shall include all the costs of clean up, remediation, together with the costs incurred in proceedings before a court of law or an administrative agency, including attorney's fees, expenses, the fees and expenses of persons providing technical expertise addressing such condition was known or unknown problems, including expert witnesses, and the cost of preparing and securing approval of Response Action Plans as may be necessary to Borrower; provided that, in each case, Borrower shall be relieved of its obligation under this subsection if any meet the requirements of the matters referred aforesaid agencies and any other costs and expenses of any kind whatsoever arising out of conditions existing on the Property. Provided, however, that the indemnity provided by Developer to in clauses (a) through (d) above did DEDA and the City of Duluth pursuant to this paragraph is intended to run only to the benefit of DEDA and the City and is not occur (but need not have been discovered) prior intended to, nor shall it, inure to (1) the foreclosure benefit of any third party. Promptly after receipt by DEDA of notice of the Security Instrument, (2) the delivery by Borrower to Lender or its designee commencement of a deed-in-lieu of foreclosure any action with respect to which the PropertyDeveloper is required to indemnify DEDA or the City under this Agreement, or (3) Lender’s or its designee’s taking possession and control DEDA shall notify the Developer in writing of the Property after commencement of the occurrence of an Event of Default hereunder. If any such action or other proceeding action, and, subject to the provisions as hereinafter stated, the Developer shall be brought against Lender, upon written notice from Borrower to Lender (given reasonably promptly following Lender’s notice to Borrower of such action or proceeding), Borrower shall be entitled to assume the defense thereofof the action, at Borrower’s expenseincluding the employment of counsel selected by the Developer and the payment of expenses. Insofar as such action shall relate to any alleged liability of DEDA and/or the City with respect to which indemnity may be sought against the Developer, with counsel reasonably acceptable to Lender; provided, however, Lender may, at its own expense, retain separate counsel to participate in such defense, but such participation shall not be deemed to give Lender a right to control such defense, which right Borrower expressly retains. Notwithstanding DEDA and/or the foregoing, each Indemnified Party City shall have the right to employ separate counsel at Borrower’s expense if, and to participate in the reasonable opinion defense thereof, and the fees and expenses of legal counsel, a conflict or potential conflict exists between the Indemnified Party and Borrower that would make such separate representation advisablecounsel shall be at the expense of the Developer. Borrower With respect to conditions on the Property created by the Developer during any inspection of the Property, or otherwise as related strictly to claims or liabilities accruing after the date of this Agreement based on Buyer’s actions hereunder, this paragraph shall have no obligation to indemnify an Indemnified Party survive the cancellation of this Agreement for damage or loss resulting from such Indemnified Party’s gross negligence or willful misconductany reason.

Environmental Indemnification. Borrower Tenant shall pay, protect, ----------------------------- indemnify, save, defend, save and hold harmless the Indemnified Parties and each of them, from and against all liabilities (including, without limitation, liabilities expressly retained by Landlord in connection with a sale of all or any portion of the Premises), obligations, claims (including, without limitation, claims by third parties alleging violation of or liability under any Environmental Law), damages (including, without limitation, punitive damages and damages to natural resources), penalties and causes of action or judgments of any nature whatsoever, both foreseen and unforeseen, howsoever and whensoever caused including, without limitation, if caused prior to the Commencement Date, without regard to the form of action and whether based on strict or statutory liability, gross negligence, negligence (including the negligence of any Indemnified Party or their agents), or any other theory of recovery at law or in equity, and all liability, loss, damage, actions, causes of action, reasonable and documented costs or and expenses whatsoever (including reasonable attorneys’ fees ' fees, costs of experts, and other legal costs and expenses), imposed upon or incurred by or asserted against any of the Indemnified Parties by reason of or in connection with: (a) Tenant's failure to perform its duties and obligations as set forth in Article XII; (b) All claims asserted during or after the Term by any and all claims, suits and judgments which any Indemnified Party may suffer, third party for personal or bodily injury or death where such claims allege injury or damages as a result of or with respect to: (a) any Environmental Claim relating exposure, that occurred prior to or during the Term, to Hazardous Material that existed at or were located in, on, or under, or were released from, any of the Hotels and/or any portion of the Premises at any time prior to or during the Term; provided, however, that this indemnity shall not cover claims arising from by reason of the Propertygross negligence or willful misconduct of Landlord and its agents, or of an Indemnified Party and its agents; and (bc) the The violation of any Environmental Law occurring at any time prior to the Commencement Date at or in connection with the Propertyleasing, use, non-use, occupancy, management or operation of any of the Hotels and/or any portion of the Premises; (c) the discharge, disposal or release of any releaseHazardous Material at any time prior to the Commencement Date in, spillon, under, at or from, or in connection with the leasing, use, non-use, occupancy, management or operation of, any of the Hotels and/or any portion of the Premises; or the presence of any Hazardous Materials affecting Material at any time prior to the Property; and (d) the presence at, Commencement Date in, on on, under or under, or the release, escape, seepage, leakage, discharge or migration at or from, the Property of any Hazardous Materials, whether or not such condition was known or unknown to Borrower; provided that, in each case, Borrower shall be relieved of its obligation under this subsection if any of the matters referred to in clauses (a) through (d) above did not occur (but need not have been discovered) prior to (1) the foreclosure Hotels and/or any portion of the Security InstrumentPremises, (2) the delivery by Borrower to Lender or its designee of a deedincluding without limitation any off-in-lieu of foreclosure with respect to the Property, or (3) Lender’s or its designee’s taking possession and control site migration onto any of the Property after Hotels and/or any portion of the occurrence of an Event of Default hereunder. If any such action or other proceeding shall be brought against Lender, upon written notice from Borrower to Lender (given reasonably promptly following Lender’s notice to Borrower of such action or proceeding), Borrower shall be entitled to assume the defense thereof, at Borrower’s expense, with counsel reasonably acceptable to Lender; provided, however, Lender may, at its own expense, retain separate counsel to participate in such defense, but such participation shall not be deemed to give Lender a right to control such defense, which right Borrower expressly retains. Notwithstanding the foregoing, each Indemnified Party shall have the right to employ separate counsel at Borrower’s expense if, in the reasonable opinion of legal counsel, a conflict or potential conflict exists between the Indemnified Party and Borrower that would make such separate representation advisable. Borrower shall have no obligation to indemnify an Indemnified Party for damage or loss resulting from such Indemnified Party’s gross negligence or willful misconductPremises.

Environmental Indemnification. Borrower shall protect, indemnify, savereimburse, defend, and hold harmless the Agent, each Lender, the Collateral Agent and each of its respective parents, subsidiaries, Affiliates, shareholders, directors, officers, employees, representatives, agents, successors, assigns and attorneys (collectively, the “Indemnified Parties from Parties”) for, from, and against any and all liabilitydemands, lossclaims, damage, actions, actions or causes of action, assessments, losses, damages, liabilities, costs or and expenses whatsoever (including including, without limitation, interest, penalties, reasonable attorneys’ fees fees, disbursements and expenses) , and reasonable consultants’ fees, disbursements and expenses (but excluding internal overhead, administrative, lost opportunity and similar costs of the Lenders and the Collateral Agent)), asserted against, resulting to, imposed on, or incurred by any Indemnified Party, directly or indirectly, in connection with any of the following (except to the extent same are directly and all claims, suits and judgments which solely caused by the gross negligence or willful misconduct of any Indemnified Party may suffer, as a result of and except that any Indemnified Party shall not be indemnified against claims resulting from actions taken or events occurring with respect to: to the Property after the Agent forecloses its Lien or security interest upon the Property or accepts a deed in lieu of foreclosure or is a so-called “mortgagee-in-possession” unless and to the extent such indemnification relates to any of the following which occurred while Borrower owned the Property): (a) events, circumstances, or conditions which form the reasonable basis for an Environmental Claim; (b) any pollution or threat to human health or the environment that is related in any way to Borrower’s or any previous owner’s or operator’s management, use, control, ownership or operation of the Property (including, without limitation, all on-site and off-site activities involving Hazardous Substances), and whether occurring, existing or arising prior to or from and after the date hereof, and whether or not the pollution or threat to human health or the environment is described in the Environmental Reports; (c) any Environmental Claim relating to against any Person whose liability for such Environmental Claim Borrower has or arising from the Propertymay have assumed or retained either contractually or by operation of law; (b) the violation of any Environmental Law in connection with the Property; (c) any release, spill, or the presence of any Hazardous Materials affecting the Property; and or (d) the presence at, in, on or under, or the release, escape, seepage, leakage, discharge or migration at or from, the Property breach of any Hazardous Materialsrepresentation, whether warranty or not such condition was known or unknown to Borrower; provided thatcovenant set forth in Section 4.2(e) and Sections 5.1(d) through 5.1(i), inclusive. The provisions of and undertakings and indemnification set forth in each case, Borrower this Section 5.1(i) shall be relieved of its obligation under this subsection if any survive the satisfaction and payment of the matters referred to in clauses (a) through (d) above did not occur (but need not have been discovered) prior to (1) the foreclosure Indebtedness and termination of the Security Instrument, (2) the delivery by Borrower to Lender or its designee of a deed-in-lieu of foreclosure with respect to the Property, or (3) Lender’s or its designee’s taking possession and control of the Property after the occurrence of an Event of Default hereunder. If any such action or other proceeding shall be brought against Lender, upon written notice from Borrower to Lender (given reasonably promptly following Lender’s notice to Borrower of such action or proceeding), Borrower shall be entitled to assume the defense thereof, at Borrower’s expense, with counsel reasonably acceptable to Lender; provided, however, Lender may, at its own expense, retain separate counsel to participate in such defense, but such participation shall not be deemed to give Lender a right to control such defense, which right Borrower expressly retains. Notwithstanding the foregoing, each Indemnified Party shall have the right to employ separate counsel at Borrower’s expense if, in the reasonable opinion of legal counsel, a conflict or potential conflict exists between the Indemnified Party and Borrower that would make such separate representation advisable. Borrower shall have no obligation to indemnify an Indemnified Party for damage or loss resulting from such Indemnified Party’s gross negligence or willful misconductthis Agreement.

Environmental Indemnification. Without limiting the generality of Section 14.02, in consideration of the execution and delivery of this Agreement by the Lenders and the making of the Loans, the Borrower shall protecthereby indemnifies, indemnifyexonerates and holds the Lenders and each of their respective officers, savedirectors, defendemployees and agents (collectively, the "Indemnified Parties") free and hold harmless the Indemnified Parties from and against any and all liability, loss, damage, actions, causes of action, costs or suits, losses, costs, liabilities and damages, and expenses whatsoever incurred in connection therewith (irrespective of whether any such Indemnified Party is a party to the action for which indemnification hereunder is sought), including reasonable attorneys’ ' fees and expenses) and disbursements (collectively, the "Indemnified Liabilities"), incurred by the Indemnified Parties or any and all claims, suits and judgments which any Indemnified Party may suffer, of them as a result of of, or with respect arising out of, or relating to: : (a) any Environmental Claim investigation, litigation or proceeding related to any environmental cleanup, audit, compliance or other matter relating to the protection of the environment or arising from the Propertyrelease by any Company of any Hazardous Material; or (b) the violation of any Environmental Law in connection with the Property; (c) any release, spill, or the presence of any Hazardous Materials affecting the Property; and (d) the presence at, in, on or under, or the release, escape, seepage, leakage, discharge spillage, discharge, emission, discharging or migration at or releases from, the Property any real property owned or operated by any Company of any Hazardous MaterialsMaterial (including any losses, liabilities, damages, injuries, costs, expense or claims asserted or arising under any Environmental Law), regardless of whether caused by, or not within the control of, any Company; except for any such condition was known Indemnified Liabilities arising for the account of a particular Indemnified Party by reason of the relevant Indemnified Party's negligence or unknown misconduct, and if and to Borrower; provided thatthe extent that the foregoing undertaking may be unenforceable for any reason, in the Borrower agrees to make the maximum contribution to the payment and satisfaction of each caseof the Indemnified Liabilities which is permissible under applicable law. Notwithstanding anything to the contrary herein contained, Borrower shall be relieved of its obligation the obligations and liabilities under this subsection if any of the matters referred to Section shall survive and continue in clauses (a) through (d) above did not occur (but need not have been discovered) prior to (1) the foreclosure of the Security Instrument, (2) the delivery by Borrower to Lender or its designee of a deed-in-lieu of foreclosure with respect to the Property, or (3) Lender’s or its designee’s taking possession full force and control of the Property after the occurrence of an Event of Default hereunder. If any such action or other proceeding shall be brought against Lender, upon written notice from Borrower to Lender (given reasonably promptly following Lender’s notice to Borrower of such action or proceeding), Borrower shall be entitled to assume the defense thereof, at Borrower’s expense, with counsel reasonably acceptable to Lender; provided, however, Lender may, at its own expense, retain separate counsel to participate in such defense, but such participation effect and shall not be deemed to give terminated, discharged or released in whole or in part irrespective of whether all the Obligations have been paid in full or the Commitments have been terminated and irrespective of any foreclosure of any mortgage, deed of trust or collateral assignment on any real property or acceptance by any Lender of a right to control such defense, which right Borrower expressly retains. Notwithstanding the foregoing, each Indemnified Party shall have the right to employ separate counsel at Borrower’s expense if, deed or assignment in the reasonable opinion lieu of legal counsel, a conflict or potential conflict exists between the Indemnified Party and Borrower that would make such separate representation advisable. Borrower shall have no obligation to indemnify an Indemnified Party for damage or loss resulting from such Indemnified Party’s gross negligence or willful misconductforeclosure.

Environmental Indemnification. (A) Borrower shall protect, indemnify, save, defend, and hold harmless the Indemnified Parties from and against any and all liability, loss, damage, actions, causes of action, costs or expenses whatsoever (including reasonable attorneys’ fees and expenses) and any and all claims, suits and judgments Liabilities which any Indemnified Party may suffer, as a result of or with respect to: (a) any Environmental Claim relating to or arising from the Property; (b) the violation of any Environmental Law in connection with the Property; (c) any release, spill, or the presence of any Hazardous Materials affecting the Property; and (d) the presence at, in, on or under, or the release, escape, seepage, leakage, discharge or migration at or from, the Property of any Hazardous Materials, whether or not such condition was known or unknown to Borrower; provided that, in each case. (B) Notwithstanding Section 12.4(A) above, Borrower shall not be relieved of its obligation liable for any Hazardous Materials first placed on or under this subsection if the Property (or any of the matters referred to in clauses (aportion thereof) through (d) above did not occur (but need not have been discovered) prior to (1) the foreclosure of the Security Instrument, (2) the delivery by Borrower to Lender or its designee of a deed-in-lieu of foreclosure with respect to the Property, or (3) Lender’s or its designee’s taking possession after ownership and control of the Property after has been transferred to a third party following foreclosure or conveyance in lieu of foreclosure (“Transfer of Ownership”); provided, however, that (i) the occurrence existence of an Event any Hazardous Materials placed in, under, over, from or affecting the Property (or such portion thereof), which materials were present prior to Transfer of Default hereunder. Ownership, shall remain subject to Borrower’s indemnification obligations; and (ii) Borrower shall have the burden of proving that such environmental condition occurred subsequent to Transfer of Ownership. (C) If any such action or other proceeding shall be brought against LenderAdministrative Agent, upon written notice from Borrower to Lender Administrative Agent (given reasonably promptly following LenderAdministrative Agent’s notice to Borrower of such action or proceeding), Borrower shall be entitled to assume the defense thereof, at Borrower’s expense, with counsel reasonably acceptable to LenderAdministrative Agent; provided, however, Lender Administrative Agent may, at its own expense, retain separate counsel to participate in such defense, but such participation shall not be deemed to give Lender Administrative Agent a right to control such defense, which right Borrower expressly retains. Notwithstanding the foregoing, each Indemnified Party shall have the right to employ separate counsel at Borrower’s expense if, in the reasonable opinion of legal counsel, a conflict or potential conflict exists between the Indemnified Party and Borrower that would make such separate representation advisable. Borrower shall have no obligation to indemnify an Indemnified Party for damage or loss resulting from such Indemnified Party’s gross negligence or willful misconduct.

Environmental Indemnification. Borrower shall protect, indemnify, save, defend, and hold harmless the Indemnified Parties from and against any and all liability, loss, damage, actions, causes of action, costs or expenses whatsoever (including reasonable attorneys’ ' fees and expenses) and any and all claims, suits and judgments which any Indemnified Party may suffer, as a result of or with respect to: (a) any Environmental Claim relating to or arising from the Property; (b) the violation of any Environmental Law in connection with the Property; (c) any release, spill, or the presence of any Hazardous Materials affecting the Property; and (d) the presence at, in, on or under, or the release, escape, seepage, leakage, discharge or migration at or from, the Property of any Hazardous Materials, whether or not such condition was known or unknown to Borrower; provided that, in each case, Borrower shall be relieved of its obligation under this subsection if any of the matters referred to in clauses (a) through (d) above did not occur (but need not have been discovered) prior to (1) the foreclosure of the Security Instrument, (2) the delivery by Borrower to Lender or its designee of a deed-in-lieu of foreclosure with respect to the Property, or (3) Lender’s 's or its designee’s 's taking possession and control of the Property after the occurrence of an Event of Default hereunder. If any such action action, claim or other proceeding shall be brought against Lenderan Indemnified Party, upon written then Lender shall promptly notify Borrower and Borrower shall have, subject to the further terms hereof, the right to defend and indemnify the Indemnified Parties against such action, claim or other proceeding. Written notice from Borrower to Lender (electing to assume the defense of such action, claim or other proceeding shall be given reasonably promptly following Lender’s 's notice to Borrower of such action action, claim or proceeding), . Borrower shall be entitled to assume the defense thereof, at Borrower’s 's expense, with counsel which is selected by the Citibank Tenant or any insurance company which is covering such action, claim or proceeding or otherwise is reasonably acceptable to Lender; provided, however, Lender may, at its own expense, retain separate counsel to participate in such defense, but such participation shall not (i) be deemed to give Lender a right to control such defense, which right Borrower expressly retainsretains or (ii) affect any indemnity or defense obligation of the Citibank Tenant or any insurance company covering such action, claim or proceeding. Notwithstanding the foregoing, each Indemnified Party shall have the right to employ separate counsel at Borrower’s 's expense if, in the reasonable opinion of legal counsel, a conflict or potential conflict exists between the Indemnified Party and Borrower that would make such separate representation advisable. Borrower shall have no obligation to indemnify an Indemnified Party for damage or loss resulting from such an Indemnified Party’s 's gross negligence or willful misconduct.

Environmental Indemnification. Borrower shall protect, indemnify, savereimburse, defend, and hold harmless the Agent, each Lender, the Collateral Agent and each of its respective parents, subsidiaries, Affiliates, shareholders, directors, officers, employees, representatives, agents, successors, assigns and attorneys (collectively, the “Indemnified Parties from Parties”) for, from, and against any and all liabilitydemands, lossclaims, damage, actions, actions or causes of action, assessments, losses, damages, liabilities, costs or and expenses whatsoever (including including, without limitation, interest, penalties, reasonable attorneys’ fees fees, disbursements and expenses) , and reasonable consultants’ fees, disbursements and expenses (but excluding internal overhead, administrative, lost opportunity and similar costs of the Lenders and the Collateral Agent)), asserted against, resulting to, imposed on, or incurred by any Indemnified Party, directly or indirectly, in connection with any of the following (except to the extent same are directly and all claims, suits and judgments which solely caused by the gross negligence or willful misconduct of any Indemnified Party may suffer, as a result of and except that any Indemnified Party shall not be indemnified against claims resulting from actions taken or events occurring with respect to: to the Mortgaged Property after the Agent forecloses its Lien or security interest upon the Mortgaged Property or accepts a deed in lieu of foreclosure or is a so-called “mortgagee-in-possession” unless and to the extent such indemnification relates to any of the following which occurred while Borrower owned the Mortgaged Property): (ai) events, circumstances, or conditions which form the reasonable basis for an Environmental Claim; (ii) any pollution or threat to human health or the environment that is related in any way to Borrower’s or any previous owner’s or operator’s management, use, control, ownership or operation of the Mortgaged Property (including, without limitation, all on-site and off-site activities involving Hazardous Substances), and whether occurring, existing or arising prior to or from and after the date hereof, and whether or not the pollution or threat to human health or the environment is described in the Environmental Reports; (iii) any Environmental Claim relating to against any Person whose liability for such Environmental Claim Borrower has or arising from the Propertymay have assumed or retained either contractually or by operation of law; or (biv) the violation breach of any Environmental Law representation, warranty or covenant set forth in connection with Section 4.2(e) and Sections 5.1(d) through 5.1(i), inclusive. The provisions of and undertakings and indemnification set forth in this Section 5.1(i) shall survive the Property; (c) any release, spill, or the presence of any Hazardous Materials affecting the Property; satisfaction and (d) the presence at, in, on or under, or the release, escape, seepage, leakage, discharge or migration at or from, the Property of any Hazardous Materials, whether or not such condition was known or unknown to Borrower; provided that, in each case, Borrower shall be relieved of its obligation under this subsection if any payment of the matters referred to in clauses (a) through (d) above did not occur (but need not have been discovered) prior to (1) the foreclosure Indebtedness and termination of the Security Instrument, (2) the delivery by Borrower to Lender or its designee of a deed-in-lieu of foreclosure with respect to the Property, or (3) Lender’s or its designee’s taking possession and control of the Property after the occurrence of an Event of Default hereunder. If any such action or other proceeding shall be brought against Lender, upon written notice from Borrower to Lender (given reasonably promptly following Lender’s notice to Borrower of such action or proceeding), Borrower shall be entitled to assume the defense thereof, at Borrower’s expense, with counsel reasonably acceptable to Lender; provided, however, Lender may, at its own expense, retain separate counsel to participate in such defense, but such participation shall not be deemed to give Lender a right to control such defense, which right Borrower expressly retains. Notwithstanding the foregoing, each Indemnified Party shall have the right to employ separate counsel at Borrower’s expense if, in the reasonable opinion of legal counsel, a conflict or potential conflict exists between the Indemnified Party and Borrower that would make such separate representation advisable. Borrower shall have no obligation to indemnify an Indemnified Party for damage or loss resulting from such Indemnified Party’s gross negligence or willful misconductthis Agreement.

Environmental Indemnification. Borrower (i) Each of Borrower, Parent, and each Guarantor (collectively “Environmental Indemnitors”) shall protect, indemnify, save, defend, save and hold harmless the Indemnified Parties each Indemnitee from and against any and all liabilityEnvironmental Damages; unless, lossand to the extent that, damagesuch Environmental Damages arise solely and directly from the gross negligence or willful misconduct of Indemnitees. THIS OBLIGATION SHALL INCLUDE ANY CLAIMS RESULTING FROM THE NEGLIGENCE OR ALLEGED NEGLIGENCE OF ANY INDEMNITEE. This obligation shall include, actionsbut shall not be limited to, causes (A) injury or damage to any Person, property, or natural resource occurring on or off of actionsuch Borrowing Base Property including the cost of demolition and rebuilding of any Improvements on any Borrowing Base Property that constitutes Environmental Liabilities, costs (B) the burden of defending Environmental Claims (with counsel reasonably approved by Indemnitees), even if such Environmental Claims are groundless, false, fraudulent, frivolous, or expenses whatsoever ultimately defeated, and conducting all negotiations of any description, (including reasonable attorneys’ fees C) paying and expenses) discharging, when and as the same shall become due, any and all claimsjudgments, suits and judgments which penalties, or other sums due against any Indemnified Party may sufferIndemnitee in respect of Environmental Claims, as a result (D) all costs of or with respect to: (a1) any Environmental Claim relating to or arising from the Property; (b) the violation removal and/or remediation of any Environmental Law in connection with the Property; (c) any releasekind, spill, or the presence of any Hazardous Materials affecting the Property; and (d) the presence at, in, on or under, or the release, escape, seepage, leakage, discharge or migration at or from, the Property disposal of any Hazardous Materials, (2) the investigation or remediation of any such Hazardous Material or violation of Environmental Law, to the extent required by Environmental Laws, including the preparation of any feasibility studies or reports and (3) the performance of any cleanup, remediation, removal, response, abatement, containment, closure, restoration, monitoring, or similar work to the extent required by any Environmental Law (including any of the same in connection with any foreclosure action or transfer in lieu thereof), (E) all costs of determining whether any Borrowing Base Property is in compliance and causing each Borrowing Base Property to be in compliance with all applicable Environmental Laws, (F) all liability to pay or indemnify any Person or Governmental Authority for costs expended in connection with any of the foregoing, and (G) each Indemnitee’s attorneys’ fees, consultants’ fees and court costs. Any Indemnitee may (i) at its expense, employ additional counsel of its choice to associate with counsel employed by Environmental Indemnitors, and (ii) settle any Environmental Claim against it, whether or not such condition was known or unknown subject to Borrower; indemnification hereunder, provided that, if an Environmental Claim is subject to indemnification hereunder and Environmental Indemnitors desire that Indemnitees not enter into a settlement which Indemnitees propose to accept, then Indemnitees shall not enter into such settlement if Environmental Indemnitors provide to Indemnitees collateral security or other financial assurance reasonably acceptable to Indemnitees in each casean amount determined by Indemnitees as reasonably necessary to ensure the fulfillment by Environmental Indemnitors of their indemnity obligation in connection with the applicable Environmental Claim. (ii) Each Environmental Indemnitor and its successors and assigns hereby waives, Borrower shall be relieved of its obligation releases and agrees not to make any claim or bring any cost recovery action against Administrative Agent or any Lender under any Environmental Law now existing or hereafter enacted. It is expressly understood and agreed that to the extent that Administrative Agent or any Lender is strictly liable under any Environmental Laws, the Environmental Indemnitors’ obligations to Administrative Agent or such Lender under this subsection if Agreement shall likewise be without regard to fault on the part of any Environmental Indemnitor with respect to the violation or condition which results in liability to Administrative Agent or such Lender. (iii) If the undertakings in the preceding clauses (i) and (ii), or in any portion thereof, are at any time determined to be unenforceable because it is violative of any Law or public policy, Environmental Indemnitors will contribute the maximum portion that they are permitted to pay and satisfy under applicable Law to the payment and satisfaction of all Environmental Damages incurred by the Indemnitees as set forth above. (iv) Environmental Indemnitors shall pay to each Indemnitee all costs and expenses (including the reasonable fees and disbursements of the Indemnitee’s legal counsel) incurred by that Indemnitee in connection with the enforcement of the terms of this Section 7.12(d). (v) With respect to any of the matters referred Borrowing Base Properties located in the State of California, and to in clauses (a) through (d) above did not occur (but need not have been discovered) prior the extent that California law necessarily governs with respect to the provisions of this Section 7.12 notwithstanding the parties’ choice of New York Law, then the definition of Environmental Laws shall be deemed to include references to (1) the foreclosure of the Security InstrumentXxxxxx-Cologne Water Cleanup Act, (2) the delivery by Borrower to Lender or its designee Waste Management Act of a deed-in-lieu of foreclosure with respect to the Property1980, or (3) Lender’s or its designee’s taking possession the Toxic Pit Cleanup Act, (4) the Underground Tank Act of 1984, (5) the California Waste Quality Improvement Act, and control of the Property after the occurrence of an Event of Default hereunder. If any such action or other proceeding shall be brought against Lender, upon written notice from Borrower to Lender (given reasonably promptly following Lender’s notice to Borrower of such action or proceeding), Borrower shall be entitled to assume the defense thereof, at Borrower’s expense, with counsel reasonably acceptable to Lender; provided, however, Lender may, at its own expense, retain separate counsel to participate in such defense, but such participation shall not be deemed to give Lender a right to control such defense, which right Borrower expressly retains. Notwithstanding the foregoing, each Indemnified Party shall have the right to employ separate counsel at Borrower’s expense if, in the reasonable opinion of legal counsel, a conflict or potential conflict exists between the Indemnified Party 6) California Health and Borrower that would make such separate representation advisable. Borrower shall have no obligation to indemnify an Indemnified Party for damage or loss resulting from such Indemnified Party’s gross negligence or willful misconductSafety Code Sections 25117 and 25316.

Environmental Indemnification. Borrower shall protect, indemnify, save, defend, indemnify and hold harmless the Indemnified Parties for, from and against any and all liabilityclaims, lossdemands, damagepenalties, actionsfines, causes of actionliabilities, settlements, damages, costs and expenses of whatever kind or expenses whatsoever (including nature, known or unknown, contingent or otherwise, whether incurred or imposed within or outside the judicial process, including, without limitation, reasonable attorneys’ and consultants’ fees and expenses) disbursements and investigations and laboratory fees arising out of, or in any and all claimsway related to any Environmental Problem, suits and judgments which any Indemnified Party may suffer, as a result of or with respect to: including without limitation: (a) any Environmental Claim relating to or arising from the Property; (b) the violation of any Environmental Law in connection with the Property; (c) any releasepresence, spill, or the presence of any Hazardous Materials affecting the Property; and (d) the presence at, in, on or under, or the releasedisposal, escape, seepage, leakage, discharge spillage, discharge, emission, release or migration at or from, the Property threat of release of any Hazardous MaterialsMaterials in, on, over, under, from or affecting the Property or any part thereof whether or not such disclosed by the Environmental Report; (b) any personal injury (including wrongful death, disease or other health condition was known related to or unknown to Borrower; provided thatcaused by, in each casewhole or in part, Borrower shall be relieved any Hazardous Materials) or property damage (real or personal) arising out of its obligation under this subsection if or related to any Hazardous Materials in, on, over, under, from or affecting the Property or any part thereof whether or not disclosed by the Environmental Report; (c) any action, suit or proceeding brought or threatened, settlement reached, or order of any Governmental Authority relating to such Hazardous Material whether or not disclosed by the matters referred to in clauses (a) through Environmental Report; and/or (d) above did not occur (but need not have been discovered) prior to (1) the foreclosure any violation of the Security Instrumentprovisions, (2) the delivery by Borrower covenants, representations or warranties of Section 16.01 hereof or of any Legal Requirement which is based on or in any way related to Lender any Hazardous Materials in, on, over, under, from or its designee of a deed-in-lieu of foreclosure with respect to the Property, or (3) Lender’s or its designee’s taking possession and control of affecting the Property after or any part thereof including, without limitation, the occurrence cost of an Event of Default hereunder. If any such action work performed and materials furnished in order to comply therewith whether or other proceeding shall be brought against Lender, upon written notice from Borrower to Lender (given reasonably promptly following Lender’s notice to Borrower of such action or proceeding), Borrower shall be entitled to assume not disclosed by the defense thereof, at Borrower’s expense, with counsel reasonably acceptable to Lender; provided, however, Lender may, at its own expense, retain separate counsel to participate in such defense, but such participation shall not be deemed to give Lender a right to control such defense, which right Borrower expressly retainsEnvironmental Report. Notwithstanding the foregoingforegoing provisions of this Section 16.02 to the contrary, each Indemnified Party shall have the right to employ separate counsel at Borrower’s expense if, in the reasonable opinion of legal counsel, a conflict or potential conflict exists between the Indemnified Party and Borrower that would make such separate representation advisable. Borrower shall have no obligation to indemnify an Indemnified Party Lender for damage liabilities, claims, damages, penalties, causes of action, costs and expenses relative to the foregoing which result directly from Lender’s willful misconduct or loss resulting gross negligence. Any amounts payable to Lender by reason of the application of this Section 16.02 shall be secured by this Security Instrument and shall, upon demand by Lender, become immediately due and payable and shall bear interest at the Default Rate from the date so demanded by Lender until paid. This indemnification shall survive the termination of this Security Instrument whether by repayment of the Debt, foreclosure or deed in lieu thereof, assignment, or otherwise. The indemnity provided for in this Section 16.02 shall not be included in any exculpation of Borrower or its principals from personal liability provided for in this Security Instrument or in any of the other Loan Documents. Nothing in this Section 16.02 shall be deemed to deprive Lender of any rights or remedies otherwise available to Lender, including, without limitation, those rights and remedies provided elsewhere in this Security Instrument or the other Loan Documents. The foregoing indemnity shall specifically not include any such Indemnified Party’s gross negligence costs relating to Hazardous Materials which are initially placed on, in or willful misconductunder any of the Properties after foreclosure or other taking of title of such Properties by Lender or its successors or assigns.

Environmental Indemnification. Borrower Mortgagor shall protect, indemnify, save, defend, indemnify and hold harmless the Indemnified Parties for, from and against any and all liabilityclaims, lossdemands, damagepenalties, actionsfines, causes of actionliabilities, settlements, damages, costs and expenses of whatever kind or expenses whatsoever (including nature, known or unknown, contingent or otherwise, whether incurred or imposed within or outside the judicial process, including, without limitation, reasonable attorneys’ and consultants’ fees and expenses) disbursements and investigations and laboratory fees arising out of, or in any and all claimsway related to any Environmental Problem, suits and judgments which any Indemnified Party may suffer, as a result of or with respect to: including without limitation: (a) any Environmental Claim relating to or arising from the Property; (b) the violation of any Environmental Law in connection with the Property; (c) any releasepresence, spill, or the presence of any Hazardous Materials affecting the Property; and (d) the presence at, in, on or under, or the releasedisposal, escape, seepage, leakage, discharge spillage, discharge, emission, release or migration at or from, the Property threat of release of any Hazardous MaterialsMaterials in, on, over, under, from or affecting the Property or any part thereof whether or not such disclosed by the Environmental Report; (b) any personal injury (including wrongful death, disease or other health condition was known related to or unknown to Borrower; provided thatcaused by, in each casewhole or in part, Borrower shall be relieved any Hazardous Materials) or property damage (real or personal) arising out of its obligation under this subsection if or related to any Hazardous Materials in, on, over, under, from or affecting the Property or any part thereof whether or not disclosed by the Environmental Report; (c) any action, suit or proceeding brought or threatened, settlement reached, or order of any Governmental Authority relating to such Hazardous Material whether or not disclosed by the matters referred to in clauses (a) through Environmental Report; and/or (d) above did not occur (but need not have been discovered) prior to (1) the foreclosure any violation of the Security Instrumentprovisions, (2) the delivery by Borrower covenants, representations or warranties of Section 16.01 hereof or of any Legal Requirement which is based on or in any way related to Lender any Hazardous Materials in, on, over, under, from or its designee of a deed-in-lieu of foreclosure with respect to the Property, or (3) Lender’s or its designee’s taking possession and control of affecting the Property after or any part thereof including, without limitation, the occurrence cost of an Event of Default hereunder. If any such action work performed and materials furnished in order to comply therewith whether or other proceeding shall be brought against Lender, upon written notice from Borrower to Lender (given reasonably promptly following Lender’s notice to Borrower of such action or proceeding), Borrower shall be entitled to assume not disclosed by the defense thereof, at Borrower’s expense, with counsel reasonably acceptable to Lender; provided, however, Lender may, at its own expense, retain separate counsel to participate in such defense, but such participation shall not be deemed to give Lender a right to control such defense, which right Borrower expressly retainsEnvironmental Report. Notwithstanding the foregoingforegoing provisions of this Section 16.02 to the contrary, each Indemnified Party shall have the right to employ separate counsel at Borrower’s expense if, in the reasonable opinion of legal counsel, a conflict or potential conflict exists between the Indemnified Party and Borrower that would make such separate representation advisable. Borrower Mortgagor shall have no obligation to indemnify an Indemnified Party Lender for damage liabilities, claims, damages, penalties, causes of action, costs and expenses relative to the foregoing which result directly from Lender’s willful misconduct or loss resulting gross negligence. Any amounts payable to Lender by reason of the application of this Section 16.02 shall be secured by this Security Instrument and shall, upon demand by Lender, become immediately due and payable and shall bear interest at the Default Rate from the date so demanded by Lender until paid. This indemnification shall survive the termination of this Security Instrument whether by repayment of the Debt, foreclosure or deed in lieu thereof, assignment, or otherwise. The indemnity provided for in this Section 16.02 shall not be included in any exculpation of Mortgagor or its principals from personal liability provided for in this Security Instrument or in any of the other Loan Documents. Nothing in this Section 16.02 shall be deemed to deprive Lender of any rights or remedies otherwise available to Lender, including, without limitation, those rights and remedies provided elsewhere in this Security Instrument or the other Loan Documents. The foregoing indemnity shall specifically not include any such Indemnified Party’s gross negligence costs relating to Hazardous Materials which are initially placed on, in or willful misconductunder any of the Properties after foreclosure or other taking of title of such Properties by Lender or its successors or assigns.

Environmental Indemnification. Borrower (or in the case of the Maryland Property, Maryland Loan Guarantor) shall protect, indemnify, save, defend, and hold harmless the Indemnified Parties from and against any and all liability, loss, damage, actions, causes of action, costs or expenses whatsoever (including reasonable attorneys’ fees and expenses) and any and all claims, suits and judgments which any Indemnified Party may suffer, as a result of or with respect to: (a) any Environmental Claim relating to or arising from the Property; (b) the violation of any Environmental Law in connection with the Property; (c) any release, spill, or the presence of any Hazardous Materials affecting the Property; and (d) the presence at, in, on or under, or the release, escape, seepage, leakage, discharge or migration at or from, the Property of any Hazardous Materials, whether or not such condition was known or unknown to Borrower; , provided that, in each case, the liabilities and obligations of Borrower shall be relieved of its obligation under this subsection if any (or in the case of the matters referred Maryland Property, Maryland Loan Guarantor) hereunder shall not apply to the extent that any event or condition described in the foregoing clauses (a) through (d) above (i) is fully insured against by an Environmental Insurance Policy and the related insurer defends Lender and fully pays Lender’s claims thereunder, (ii) is caused by or results from the gross negligence or willful misconduct of any of the Indemnified Parties or any of their respective Affiliates, agents, employees or contractors, or (iii) did not occur (but need not have been discovered) prior to (1A) the foreclosure of the Security Instrument, (2B) the delivery by Borrower (or in the case of the Maryland Property, Maryland Loan Guarantor) to Lender or its designee of a deed-in-lieu of foreclosure with respect to the Property, or (3C) Lender’s or its designee’s taking possession and control of the Property after the occurrence of an Event of Default hereunderDefault. If any such action or other proceeding shall be brought against LenderLender which Borrower (or in the case of the Maryland Property, Maryland Loan Guarantor) is required to defend pursuant to the foregoing provisions of this Section 12.4, upon written notice from Borrower to Lender (given reasonably promptly following Lender’s notice to Borrower of such action or proceeding), Borrower (or in the case of the Maryland Property, Maryland Loan Guarantor) shall be entitled to assume the defense thereof, at Borrower’s expense, with counsel reasonably acceptable to Lender; provided, however, Lender may, at its own expense, retain separate counsel to participate in such defense, but such participation shall not be deemed to give Lender a right to control such defense, which right Borrower expressly retains. Notwithstanding the foregoing, each Indemnified Party shall have the right to employ separate counsel in any action or other proceeding which Borrower (or in the case of the Maryland Property, Maryland Loan Guarantor) is required to defend pursuant to the foregoing provisions of this Section 12.4, at Borrower’s expense if, in the reasonable opinion of legal counsel, a conflict or potential conflict exists between the Indemnified Party and Borrower that would make such separate representation advisable. Notwithstanding the foregoing, Lender and the other Indemnified Parties agree to seek recovery against Borrower (or in the case of the Maryland Property, Maryland Loan Guarantor) for losses for which they are indemnified under this Section 12.4 only after a claim for such losses has been filed under any Environmental Insurance Policy then in full force and effect which covers such losses and Lender has received any written communication from the insurer rejecting such claim. In addition, Borrower shall have no obligation to indemnify an Indemnified Party for damage or loss resulting from such Indemnified Party’s gross negligence or willful misconduct.

Environmental Indemnification. Without limiting the generality of Section 14.02, in consideration of the execution and delivery of this Agreement by the Lenders and the making of the Loans, the Borrower shall protecthereby indemnifies, indemnifyexonerates and holds the Lenders and each of their respective officers, savedirectors, defendemployees and agents (collectively, the "Indemnified Parties") free and hold harmless the Indemnified Parties from and against any and all liability, loss, damage, actions, causes of action, costs or suits, losses, costs, liabilities and damages, and expenses whatsoever incurred in connection therewith (irrespective of whether any such Indemnified Party is a party to the action for which indemnification hereunder is sought), including reasonable attorneys’ ' fees and expenses) and disbursements (collectively, the "Indemnified Liabilities"), incurred by the Indemnified Parties or any and all claims, suits and judgments which any Indemnified Party may suffer, of them as a result of of, or with respect arising out of, or relating to: : (a) any Environmental Claim investigation, litigation or proceeding related to any environmental cleanup, audit, compliance or other matter relating to the protection of the environment or arising from the Propertyrelease by any Company of any Hazardous Material; or (b) the violation of any Environmental Law in connection with the Property; (c) any release, spill, or the presence of any Hazardous Materials affecting the Property; and (d) the presence at, in, on or under, or the release, escape, seepage, leakage, discharge spillage, discharge, emission, discharging or migration at or releases from, the Property any real property owned or operated by any Company of any Hazardous MaterialsMaterial (including any losses, liabilities, damages, injuries, costs, expense or claims asserted or arising under any Environmental Law), regardless of whether caused by, or not such condition was known or unknown to Borrowerwithin the control of, any Company; provided thatexcept, in each case, Borrower shall be relieved of its obligation under this subsection if any of the matters referred to in clauses cases (a) through and (db) above did not occur (but need not have been discovered) prior to (1) above, for any such Indemnified Liabilities arising for the foreclosure account of a particular Indemnified Party by reason of the Security Instrumentrelevant Indemnified Party's negligence or misconduct, (2) the delivery by Borrower to Lender or its designee of a deed-in-lieu of foreclosure with respect and if and to the Propertyextent that the foregoing undertaking may be unenforceable for any reason, or (3) Lender’s or its designee’s taking possession the Borrower agrees to make the maximum contribution to the payment and control satisfaction of each of the Property after Indemnified Liabilities which is permissible under applicable law. Notwithstanding anything to the occurrence of an Event of Default hereunder. If any such action or other proceeding contrary herein contained, the obligations and liabilities under this Section shall be brought against Lender, upon written notice from Borrower to Lender (given reasonably promptly following Lender’s notice to Borrower of such action or proceeding), Borrower shall be entitled to assume the defense thereof, at Borrower’s expense, with counsel reasonably acceptable to Lender; provided, however, Lender may, at its own expense, retain separate counsel to participate survive and continue in such defense, but such participation full force and effect and shall not be deemed to give terminated, discharged or released in whole or in part irrespective of whether all the Obligations have been paid in full or the Commitments have been terminated and irrespective of any foreclosure of any mortgage, deed of trust or collateral assignment on any real property or acceptance by any Lender of a right to control such defense, which right Borrower expressly retains. Notwithstanding the foregoing, each Indemnified Party shall have the right to employ separate counsel at Borrower’s expense if, deed or assignment in the reasonable opinion lieu of legal counsel, a conflict or potential conflict exists between the Indemnified Party and Borrower that would make such separate representation advisable. Borrower shall have no obligation to indemnify an Indemnified Party for damage or loss resulting from such Indemnified Party’s gross negligence or willful misconductforeclosure.

Environmental Indemnification. (i) The Borrower shall protect, indemnify, save, defend, hereby agrees to indemnify and hold the Indemnitees harmless the Indemnified Parties from and against any and all claims, losses, liability, loss, damage, actions, causes damages and injuries of action, costs any kind whatsoever asserted against any Indemnitee with respect to or expenses whatsoever (including reasonable attorneys’ fees and expenses) and any and all claims, suits and judgments which any Indemnified Party may suffer, as a direct result of or with respect to: (a) any Environmental Claim relating to or arising from the Property; (b) the violation of any Environmental Law in connection with the Property; (c) any release, spill, or the presence of any Hazardous Materials affecting the Property; and (d) the presence at, in, on or under, or the releasepresence, escape, seepage, leakagespillage, release, leaking, discharge or migration at from the Vessel or from, other properties owned or operated by the Property Borrower of any Hazardous MaterialsSubstance, including without limitation, any claims asserted or arising under any applicable environmental, health and safety laws, codes and ordinances, and all rules and regulations promulgated thereunder of all Governmental Agencies, whether or not such condition was known caused by or unknown within the control of the Borrower. (ii) It is the parties' understanding that neither the Lender nor any other Indemnitee does now, has never and does not intend in the future to exercise any operational control or maintenance over the Vessel or any other properties owned or operated by the Borrower; provided that, nor has any of them in each casethe past, presently, or intends in the future to, maintain an ownership interest in the Vessel or any other properties owned or operated by the Borrower except as may arise upon enforcement of the Lender's rights under the Mortgage or the Assignments. (iii) Should, however, the Lender or any other Indemnitee hereafter exercise any ownership interest in or operational control over the Vessel or any other properties owned or operated by the Borrower, e.g., including but not limited to, through foreclosure, then the above stated indemnity and hold harmless shall be relieved of its obligation under this subsection if any of the matters referred to in clauses (a) through (d) above did not occur (but need not have been discovered) prior to (1) the foreclosure of the Security Instrument, (2) the delivery by Borrower to Lender or its designee of a deed-in-lieu of foreclosure limited with respect to any actions or failures to act by the PropertyLender or other Indemnitee subsequent to exercising such interest or operational control, or (3) Lender’s or its designee’s taking possession and control of to the Property after the occurrence of an Event of Default hereunder. If any extent such action or inaction by the Lender or other proceeding shall be brought against LenderIndemnitee is admitted by the Lender or other Indemnitee or is found by a court of competent jurisdiction to have caused or made worse any condition for which liability is asserted, upon written notice including but not limited to, the presence, escape, seepage, spillage, leaking, discharge or migration on or from Borrower to Lender (given reasonably promptly following Lender’s notice to the Vessel or other properties owned or operated by the Borrower of such action or proceeding), Borrower shall be entitled to assume the defense thereof, at Borrower’s expense, with counsel reasonably acceptable to Lender; provided, however, Lender may, at its own expense, retain separate counsel to participate any Hazardous Substance. (iv) The indemnity and hold harmless contained in such defense, but such participation this Section 3.2(i) shall not be deemed extend to give the Lender a right to control such defense, which right Borrower expressly retains. Notwithstanding the foregoing, each Indemnified Party shall have the right to employ separate counsel at Borrower’s expense if, or any other Indemnitee in its capacity as an equity investor in the reasonable opinion Borrower or as an owner of legal counsel, any property or interest as to which the Borrower is also an owner but only to the such Indemnitee's capacity as a conflict lender or potential conflict exists between the Indemnified Party and Borrower that would make such separate representation advisable. Borrower shall have no obligation to indemnify an Indemnified Party for damage or loss resulting from such Indemnified Party’s gross negligence or willful misconducta holder of security interests.

Environmental Indemnification. Mezzanine Borrower shall protect, indemnify, save, defend, and hold harmless the Indemnified Parties from and against any and all liability, loss, damage, actions, causes of action, costs or expenses whatsoever (including reasonable attorneys’ fees and expenses) and any and all claims, suits and judgments which any Indemnified Party may suffer, as a result of or with respect to: (a) any Environmental Claim relating to or arising from the Property; (b) the violation of any Environmental Law in connection with the Property; (c) any release, spill, or the presence of any Hazardous Materials affecting the Property; and (d) the presence at, in, on or under, or the release, escape, seepage, leakage, discharge or migration at or from, the Property of any Hazardous Materials, whether or not such condition was known or unknown to Mezzanine Borrower; provided that, in each case, Mezzanine Borrower shall be relieved of its obligation under this subsection if any of the matters referred to in clauses (a) through (d) above did not occur (but need not have been discovered) prior to (1) the foreclosure of the Security Instrument, (2) the delivery by Borrower to Lender or its designee of a deed-in-lieu of foreclosure with respect to the Property, or (3) Lender’s or its designee’s taking possession and control of the Property after the occurrence of an Event of Default hereunderPledge. If any such action or other proceeding shall be brought against Mezzanine Lender, upon written notice from Mezzanine Borrower to Mezzanine Lender (given reasonably promptly following Mezzanine Lender’s notice to Mezzanine Borrower of such action or proceeding), Mezzanine Borrower shall be entitled to assume the defense thereof, at Mezzanine Borrower’s expense, with counsel reasonably acceptable to Mezzanine Lender; provided, however, Mezzanine Lender may, at its own expense, retain separate counsel to participate in such defense, but such participation shall not be deemed to give Mezzanine Lender a right to control such defense, which right Mezzanine Borrower expressly retains. Notwithstanding the foregoing, each Indemnified Party shall have the right to employ separate counsel at Mezzanine Borrower’s expense if, in the reasonable opinion of legal counsel, a conflict or potential conflict exists between the Indemnified Party and Mezzanine Borrower that would make such separate representation advisable. Mezzanine Borrower shall have no obligation to indemnify an Indemnified Party for damage or loss resulting from such Indemnified Party’s gross negligence or willful misconduct.

Environmental Indemnification. Borrower shall protect, indemnify, save, defend, and hold harmless the Indemnified Parties from and against any and all liability, loss, damage, actions, causes of action, costs or out-of-pocket expenses whatsoever (including reasonable attorneys’ fees and expenses) and any and all claims, suits and judgments which any Indemnified Party may suffer, as a result of or with respect to: (a) any Environmental Claim relating to or arising from the Property; (b) the violation of any Environmental Law in connection with the Property; (c) any release, spill, or the presence of any Hazardous Materials affecting the Property; and (d) the presence at, in, on or under, or the release, escape, seepage, leakage, discharge or migration at or from, the Property of any Hazardous Materials, whether or not such condition was known or unknown to Borrower; provided that, in each case, Borrower shall be relieved of its obligation under this subsection if any of the matters referred to in clauses (a) through (d) above did not occur (but need not have been discovered) prior to (1) the foreclosure of the Security Instrument, (2) the delivery by Borrower to Lender or its designee of a deed-in-lieu of foreclosure with respect to the Property, or (3) Lender’s or its designee’s taking possession and control of the Property after the occurrence of an Event of Default hereunder. If any such action or other proceeding shall be brought against Lender, upon written notice from Borrower to Lender (given reasonably promptly following Lender’s notice to Borrower of such action or proceeding), Borrower shall be entitled to assume the defense thereof, at Borrower’s expense, with counsel reasonably acceptable to Lender; provided, however, Lender may, at its own expense, retain separate counsel to participate in such defense, but such participation shall not be deemed to give Lender a right to control such defense, which right Borrower expressly retains. Notwithstanding the foregoing, each Indemnified Party shall have the right to employ separate counsel at Borrower’s expense if, in the reasonable opinion of legal counsel, a conflict or potential conflict exists between the Indemnified Party and Borrower that would make such separate representation advisable. Borrower shall have no obligation to indemnify an Indemnified Party for damage or loss resulting from such any Indemnified Party’s gross negligence or willful misconduct.

Environmental Indemnification. With respect to environmental matters: (a) comply strictly and in all material respects with all Environmental Requirements, and cause all tenants or other occupants of any real property which Borrower shall protectowns or occupies to comply, in all material respects with all Environmental Requirements, and not generate, treat, store, handle, process, transfer, transport, dispose of, release or otherwise use, and not permit any tenant or other occupant of such property to generate, treat, store, handle, process, transfer, transport, dispose of, release or otherwise use, Hazardous Materials within, on, under or about such property in a manner that could lead to the imposition on Borrower, Lender or any such real property of any liability or lien of any nature whatsoever under any Environmental Requirement; (b) notify Lender promptly in the event of any material spill or other release of any Hazardous Material within, on, under or about any real property owned or occupied by Borrower which is required to be reported to a Governmental Authority under any Environmental Requirement, promptly forward to Lender copies of any notices received by Borrower relating to alleged violation of any Environmental Requirement and promptly pay when due any fine or assessment against Borrower, Lender or any such real property relating to any Environmental Requirement, PROVIDED, HOWEVER, Borrower may contest in good faith any such fine or assessment, and withhold payment thereof, if Borrower properly commences and thereafter diligently pursues the contest.; and (c) indemnify, save, defend, and hold Lender harmless the Indemnified Parties from and against any claim, cost, damage (including, without limitation, consequential damages), expenses (including, without limitation, attorneys' fees and all liabilityexpenses), loss, damageliability, actions, causes of action, costs or expenses whatsoever (including reasonable attorneys’ fees and expenses) and any and all claims, suits and judgments which any Indemnified Party may suffer, judgment now or hereafter arising as a result of any claim for environmental cleanup costs, any resulting damage to the environment and any other environmental claims against Borrower, Lender, the Premises or with respect to: (a) any Environmental Claim relating other real property which Borrower owns or occupies. Notwithstanding anything contained herein to or arising from the Property; (b) contrary, the violation provisions of any Environmental Law in connection with the Property; this subparagraph (c) shall continue in effect and shall survive (among other events) any releasetermination of this Agreement, spillpayment and satisfaction of the Note, or the presence and release of any Hazardous Materials affecting the Property; and (d) the presence at, in, on or under, or the release, escape, seepage, leakage, discharge or migration at or from, the Property of any Hazardous Materials, whether or not such condition was known or unknown to Borrower; provided that, in each case, Borrower shall be relieved of its obligation under this subsection if any of the matters referred to in clauses (a) through (d) above did not occur (but need not have been discovered) prior to (1) the foreclosure of the Security Instrument, (2) the delivery by Borrower to Lender or its designee of a deed-in-lieu of foreclosure with respect to the Property, or (3) Lender’s or its designee’s taking possession and control of the Property after the occurrence of an Event of Default hereunder. If any such action or other proceeding shall be brought against Lender, upon written notice from Borrower to Lender (given reasonably promptly following Lender’s notice to Borrower of such action or proceeding), Borrower shall be entitled to assume the defense thereof, at Borrower’s expense, with counsel reasonably acceptable to Lender; provided, however, Lender may, at its own expense, retain separate counsel to participate in such defense, but such participation shall not be deemed to give Lender a right to control such defense, which right Borrower expressly retains. Notwithstanding the foregoing, each Indemnified Party shall have the right to employ separate counsel at Borrower’s expense if, in the reasonable opinion of legal counsel, a conflict or potential conflict exists between the Indemnified Party and Borrower that would make such separate representation advisable. Borrower shall have no obligation to indemnify an Indemnified Party for damage or loss resulting from such Indemnified Party’s gross negligence or willful misconductCollateral.

Environmental Indemnification. Borrower shall protect, indemnify, save, defend, indemnify and hold harmless the Indemnified Parties for, from and against any and all liabilityclaims, lossdemands, damagepenalties, actionsfines, causes of actionliabilities, settlements, damages, costs and expenses of whatever kind or expenses whatsoever (including nature, known or unknown, contingent or otherwise, whether incurred or imposed within or outside the judicial process, including, without limitation, reasonable attorneys’ and consultants’ fees and expenses) disbursements and investigations and laboratory fees arising out of, or in any and all claimsway related to any Environmental Problem, suits and judgments which any Indemnified Party may suffer, as a result of or with respect to: including without limitation: (a) any Environmental Claim relating to or arising from the Property; (b) the violation of any Environmental Law in connection with the Property; (c) any releasepresence, spill, or the presence of any Hazardous Materials affecting the Property; and (d) the presence at, in, on or under, or the releasedisposal, escape, seepage, leakage, discharge spillage, discharge, emission, release or migration at or from, the Property threat of release of any Hazardous MaterialsMaterials in, on, over, under, from or affecting the Property or any part thereof whether or not such disclosed by the Environmental Report; (b) any personal injury (including wrongful death, disease or other health condition was known related to or unknown to Borrower; provided thatcaused by, in each casewhole or in part, Borrower shall be relieved any Hazardous Materials) or property damage (real or personal) arising out of its obligation under this subsection if or related to any Hazardous Materials in, on, over, under, from or affecting the Property or any part thereof whether or not disclosed by the Environmental Report; (c) any action, suit or proceeding brought or threatened, settlement reached, or order of any Governmental Authority relating to such Hazardous Material whether or not disclosed by the matters referred to in clauses (a) through Environmental Report; and/or (d) above did not occur (but need not have been discovered) prior to (1) the foreclosure any violation of the Security Instrumentprovisions, (2) the delivery by Borrower covenants, representations or warranties of Section 16.01 hereof or of any Legal Requirement which is based on or in any way related to Lender any Hazardous Materials in, on, over, under, from or its designee of a deed-in-lieu of foreclosure with respect to the Property, or (3) Lender’s or its designee’s taking possession and control of affecting the Property after or any part thereof including, without limitation, the occurrence cost of an Event of Default hereunder. If any such action work performed and materials furnished in order to comply therewith whether or other proceeding shall be brought against Lender, upon written notice from Borrower to Lender (given reasonably promptly following Lender’s notice to Borrower of such action or proceeding), Borrower shall be entitled to assume not disclosed by the defense thereof, at Borrower’s expense, with counsel reasonably acceptable to Lender; provided, however, Lender may, at its own expense, retain separate counsel to participate in such defense, but such participation shall not be deemed to give Lender a right to control such defense, which right Borrower expressly retainsEnvironmental Report. Notwithstanding the foregoingforegoing provisions of this Section 16.02 to the contrary, each Indemnified Party shall have the right to employ separate counsel at Borrower’s expense if, in the reasonable opinion of legal counsel, a conflict or potential conflict exists between the Indemnified Party and Borrower that would make such separate representation advisable. Borrower shall have no obligation to indemnify an Indemnified Party Lender for damage (i) liabilities, claims, damages, penalties, causes of action, costs and expenses relative to the foregoing which result directly from (A) Lender’s willful misconduct or loss resulting from such Indemnified Party’s gross negligence or willful misconduct(B) any Hazardous Materials initially placed in, on or under the Property or any other condition relating to Hazardous Materials created after foreclosure, delivery of a deed in lieu or other taking of title to the Property by Lender or its successors and assigns. Any amounts payable to Lender by reason of the application of this Section 16.02 shall be secured by this Security Instrument and shall, upon demand by Lender, become immediately due and payable and shall bear interest at the Default Rate from the date so demanded by Lender until paid. This indemnification shall survive the termination of this Security Instrument whether by repayment of the Debt, foreclosure or deed in lieu thereof, assignment, or otherwise. The indemnity provided for in this Section 16.02 shall not be included in any exculpation of Borrower or its principals from personal liability provided for in this Security Instrument or in any of the other Loan Documents. Nothing in this Section 16.02 shall be deemed to deprive Lender of any rights or remedies otherwise available to Lender, including, without limitation, those rights and remedies provided elsewhere in this Security Instrument or the other Loan Documents.

Environmental Indemnification. Without limiting the generality of Section 13.02, in consideration of the execution and delivery of this Agreement by the Lenders and the making of the Loans, the Borrower shall protecthereby indemnifies, indemnifyexonerates and holds the Lenders and each of their respective officers, savedirectors, defendemployees and agents (collectively, the "Indemnified Parties") free and hold harmless the Indemnified Parties from and against any and all liability, loss, damage, actions, causes of action, costs or suits, losses, costs, liabilities and damages, and expenses whatsoever incurred in connection therewith (irrespective of whether any such Indemnified Party is a party to the action for which indemnification hereunder is sought), including reasonable attorneys’ ' fees and expenses) and disbursements (collectively, the "Environmental Liabilities"), incurred by the Indemnified Parties or any and all claims, suits and judgments which any Indemnified Party may suffer, of them as a result of of, or with respect arising out of, or relating to: : (a) any Environmental Claim investigation, litigation or proceeding related to any environmental cleanup, audit, compliance or other matter relating to the protection of the environment or arising from the Propertyrelease by any Company or PCC of any Hazardous Material; or (b) the violation of any Environmental Law in connection with the Property; (c) any release, spill, or the presence of any Hazardous Materials affecting the Property; and (d) the presence at, in, on or under, or the release, escape, seepage, leakage, discharge spillage, discharge, emission, discharging or migration at or releases from, the Property any real property owned or operated by any Company or PCC of any Hazardous MaterialsMaterial (including any losses, liabilities, damages, injuries, costs, expense or claims asserted or arising under any Environmental Law), regardless of whether caused by, or not such condition was known within the control of, any Company or unknown to BorrowerPCC; provided thatexcept, in each case, for any such Environmental Liabilities arising for the account of a particular Indemnified Party by reason of the relevant Indemnified Party's negligence or misconduct, and if and to the extent that the foregoing undertaking may be unenforceable for any reason, the Borrower shall be relieved agrees to make the maximum contribution to the payment and satisfaction of its obligation each of the Environmental Liabilities which is permissible under applicable law. Notwithstanding anything to the contrary herein contained, the obligations and liabilities under this subsection if any of the matters referred to Section shall survive and continue in clauses (a) through (d) above did not occur (but need not have been discovered) prior to (1) the foreclosure of the Security Instrument, (2) the delivery by Borrower to Lender or its designee of a deed-in-lieu of foreclosure with respect to the Property, or (3) Lender’s or its designee’s taking possession full force and control of the Property after the occurrence of an Event of Default hereunder. If any such action or other proceeding shall be brought against Lender, upon written notice from Borrower to Lender (given reasonably promptly following Lender’s notice to Borrower of such action or proceeding), Borrower shall be entitled to assume the defense thereof, at Borrower’s expense, with counsel reasonably acceptable to Lender; provided, however, Lender may, at its own expense, retain separate counsel to participate in such defense, but such participation effect and shall not be deemed to give Lender a right to control such defenseterminated, which right Borrower expressly retains. Notwithstanding discharged or released in whole or in part irrespective of whether all the foregoing, each Indemnified Party shall Obligations have been paid in full or the right to employ separate counsel at Borrower’s expense if, in the reasonable opinion of legal counsel, a conflict or potential conflict exists between the Indemnified Party and Borrower that would make such separate representation advisable. Borrower shall Commitments have no obligation to indemnify an Indemnified Party for damage or loss resulting from such Indemnified Party’s gross negligence or willful misconductbeen terminated.

Environmental Indemnification. Borrower shall protect, indemnify, save, defend, Lessee assumes all responsibility for and hold indemnifies and holds Government and its employees and contractors harmless the Indemnified Parties from and against any and all debts, obligations, liabilities, fines, penalties, suits, claims, demands, damages, losses, and/or expenses (including reasonable attorneys’ and experts’ fees and expenses) in any way related to, connected with, or arising out of, Lessee’s failure to comply with any Environmental Laws or Lessee’s release of any hazardous substances or environmental condition including pollution of air, water, land or groundwater, resulting from the negligent, reckless, willful, wanton or unlawful acts or omissions by Lessee, its officers, agents, employees, contractors, subcontractors or any sublessees or licensees, or their respective invitees, giving rise to Government liability, losscivil or criminal, damageor other responsibility under Environmental Laws. However, actionsLessee does not indemnify the Government for liability for environmental impacts and damage arising out of the existence or release of toxic or Hazardous Substances on the Leased Premises or other property caused by the use or release of Toxic or Hazardous Substances by the Government or its employees or contractors on any portion of the Installation, including the Leased Premises, provided such impacts or damage are not exacerbated or contributed to by Lessee. Further, notwithstanding any contrary provision herein, the foregoing indemnity obligation of Lessee shall not apply or extend to any suits, claims, causes of action, costs liabilities or expenses whatsoever (including reasonable attorneys’ fees and expenses) and any and all claims, suits and judgments which any Indemnified Party may suffer, as a result damages to the extent that they would be barred or limited by Government’s right or defense of or with respect to: (a) any Environmental Claim relating to or arising from the Property; (b) the violation of any Environmental Law in connection with the Property; (c) any release, spill, or the presence of any Hazardous Materials affecting the Property; and (d) the presence at, in, on or under, or the release, escape, seepage, leakage, discharge or migration at or from, the Property of any Hazardous Materialssovereign immunity, whether or not Government actually asserts such condition was known right or unknown defense of sovereign immunity, nor shall such indemnity obligation be construed to Borrower; provided indemnify the Government against the negligent (comparatively and proportionately), reckless, willful, wanton or unlawful acts or omissions of the Government or its employees, agents, servants, guests, invitees or contractors. The Government acknowledges that, pursuant to section 120 of CERCLA, the Government is subject to liability under section 107 of CERCLA to the extent that it is responsible for the release or disposal of a Hazardous Substance on the Leased Premises. The Government agrees, as between the Parties, that it will not allege, or seek to have others allege, that Lessee is a potentially responsible party solely due to the presence of a Hazardous Substance on the Leased Premises on the Effective Date, provided that Lessee has not by its acts or omissions caused a further release of such Hazardous Substance, released or disposed of new or additional Hazardous Substances, or increased the cost of a required response action. Nothing in each case, Borrower this acknowledgment shall be relieved construed to affect the liability of its any person or entity, including Lessee, under sections 106 or 107 of CERCLA or relieve Lessee of any obligation under or liability Lessee might have or acquire with regard to third parties or regulatory authorities by operation of law. This provision of indemnification shall survive the expiration or earlier termination of this subsection if any of the matters referred to in clauses (a) through (d) above did not occur (but need not have been discovered) prior to (1) the foreclosure of the Security Instrument, (2) the delivery by Borrower to Lender or its designee of a deed-in-lieu of foreclosure with respect to the Property, or (3) Lender’s or its designee’s taking possession and control of the Property after the occurrence of an Event of Default hereunder. If any such action or other proceeding shall be brought against Lender, upon written notice from Borrower to Lender (given reasonably promptly following Lender’s notice to Borrower of such action or proceeding), Borrower shall be entitled to assume the defense thereof, at Borrower’s expense, with counsel reasonably acceptable to Lender; provided, however, Lender may, at its own expense, retain separate counsel to participate in such defense, but such participation shall not be deemed to give Lender a right to control such defense, which right Borrower expressly retains. Notwithstanding the foregoing, each Indemnified Party shall have the right to employ separate counsel at Borrower’s expense if, in the reasonable opinion of legal counsel, a conflict or potential conflict exists between the Indemnified Party and Borrower that would make such separate representation advisable. Borrower shall have no obligation to indemnify an Indemnified Party for damage or loss resulting from such Indemnified Party’s gross negligence or willful misconductLease.

Environmental Indemnification. Borrower shall protect, Sellers jointly and severally agree to indemnify, save, defend, reimburse and hold harmless harmless: (A) Buyer, its Affiliates and their respective directors, officers, representatives, employees and agents; and (B) any other Person who acquires a portion of the Indemnified Parties Property in any manner, including but not limited to, through purchase, at a foreclosure sale or otherwise through the exercise of the rights and remedies of Buyer under this Agreement; and (C) the contractors, subcontractors, experts, licensees, lessees, mortgagees, trustees, heirs, devisees, successors, assigns and invitees of any Persons referred to in subsections (A) or (B) of this Section 11.2(II); from and against any and all liabilityEnvironmental Damages (as hereinafter defined) arising from the presence, lossuse, damagegeneration, actionsstorage, causes of actiontreatment, costs discharge, release or expenses whatsoever disposal (including reasonable attorneys’ fees off- site disposal) of Hazardous Materials upon, about, from or beneath the Property or migrating to or from the Property, or arising in any manner whatsoever out of the violation of any Environmental Requirements pertaining to the Property and expenses) and the activities thereon, in each case to the extent that such Environmental Damages or violation of any and Environmental Requirements are attributable to, or the result of, any act or omission by any Company prior to the Closing Date. This obligation to indemnify shall include, but not be limited to, the expense of defending all claims, suits and judgments which any Indemnified Party may suffer, as a result of or with respect to: administrative proceedings (a) any Environmental Claim relating to or arising from the Property; (b) the violation of any Environmental Law in connection with the Property; (c) any release, spill, or the presence of any Hazardous Materials affecting the Property; and (d) the presence at, in, on or under, or the release, escape, seepage, leakage, discharge or migration at or from, the Property of any Hazardous Materials, whether or not such condition was known or unknown to Borrower; provided that, in each case, Borrower shall be relieved of its obligation under this subsection if any of the matters referred to in clauses (a) through (d) above did not occur (but need not have been discovered) prior to (1) the foreclosure of the Security Instrument, (2) the delivery by Borrower to Lender or its designee of a deed-in-lieu of foreclosure with respect to the Property, or (3) Lender’s or its designee’s taking possession and control of the Property after the occurrence of an Event of Default hereunder. If any such action or other proceeding shall be brought against Lender, upon written notice from Borrower to Lender (given reasonably promptly following Lender’s notice to Borrower of such action or proceeding), Borrower shall be entitled to assume the defense thereof, at Borrower’s expense, with counsel reasonably acceptable to Lenderapproved by the indemnified parties), even if such claims, suits or proceedings are groundless, false or fraudulent, and paying and discharging, when and as the same become due, any and all judgments, penalties or other sums due against such indemnified Persons; provided, however, Lender may, at its own expense, retain separate counsel to participate in such defense, but such participation shall not that Buyer will be deemed to give Lender a right entitled to control such defenseany clean-up or remediation, which right Borrower expressly retains. Notwithstanding the foregoingand any related proceeding, each Indemnified Party shall have the right to employ separate counsel at Borrower’s expense ifand, except as provided in the reasonable opinion of legal counselfollowing sentence, any other proceeding with respect to which indemnity may be sought under this Section. The procedures described in Section 11.3 shall apply to any claim solely for monetary damages relating to a conflict or potential conflict exists between the Indemnified Party and Borrower that would make such separate representation advisable. Borrower shall have no obligation to indemnify an Indemnified Party for damage or loss resulting from such Indemnified Party’s gross negligence or willful misconductmatter covered by this Section.

Environmental Indemnification. Mezzanine Borrower shall protect, indemnify, save, defend, and hold harmless the Indemnified Parties from and against any and all liability, loss, damage, actions, causes of action, costs or out of pocket expenses whatsoever (including reasonable attorneys’ fees and expenses) and any and all claims, suits and judgments which any Indemnified Party may suffer, as a result of or with respect to: (a) any Environmental Claim relating to or arising from the Property; (b) the violation of any Environmental Law in connection with the Property; (c) any release, spill, or the presence of any Hazardous Materials affecting the Property; and (d) the presence at, in, on or under, or the release, escape, seepage, leakage, discharge or migration at or from, the Property of any Hazardous Materials, whether or not such condition was known or unknown to Mezzanine Borrower; provided that, in each case, Mezzanine Borrower shall be relieved of its obligation under this subsection if any of the matters referred to in clauses (a) through (d) above did not occur (but need not have been discovered) prior to (1) the foreclosure of the Security Instrument, (2) the delivery by Borrower to Lender Pledge or its designee of a deed-in-transfer in lieu of foreclosure with respect to the Property, or (3) Lender’s or its designee’s taking possession and control of the Property after the occurrence of an Event of Default hereunderthereof. If any such action or other proceeding shall be brought against Mezzanine Lender, upon written notice from Mezzanine Borrower to Mezzanine Lender (given reasonably promptly following Mezzanine Lender’s notice to Mezzanine Borrower of such action or proceeding), Mezzanine Borrower shall be entitled to assume the defense thereof, at Mezzanine Borrower’s expense, with counsel reasonably acceptable to Mezzanine Lender; provided, however, Mezzanine Lender may, at its own expense, retain separate counsel to participate in such defense, but such participation shall not be deemed to give Mezzanine Lender a right to control such defense, which right Mezzanine Borrower expressly retains. Notwithstanding the foregoing, each Indemnified Party shall have the right to employ separate counsel at Mezzanine Borrower’s expense if, in the reasonable opinion of legal counsel, a conflict or potential conflict exists between the Indemnified Party and Mezzanine Borrower that would make such separate representation advisable. Mezzanine Borrower shall have no obligation to indemnify an Indemnified Party for damage or loss resulting from such any Indemnified Party’s gross negligence or willful misconduct.

Environmental Indemnification. Borrower shall protect, indemnify, save, defend, and hold harmless the Indemnified Parties from and against any and all liability, loss, damage, actions, causes of action, costs or expenses whatsoever (including reasonable attorneys’ ' fees and expenses) and any and all claims, suits and judgments which any Indemnified Party may suffer, as a result of or with respect to: (a) any Environmental Claim relating to or arising from the Property; (b) the violation of any Environmental Law in connection with the Property; (c) any release, spill, or the presence of any Hazardous Materials affecting the Property; and (d) the presence at, in, on or under, or the release, escape, seepage, leakage, discharge or migration at or from, the Property of any Hazardous Materials, whether or not such condition was known or unknown to Borrower; provided that, in each case, Borrower shall be relieved of its obligation under this subsection if any of the matters referred to in clauses (a) through (d) above did not occur (but need not have been discovered) prior to (1) the foreclosure of the Security Instrument, (2) the delivery by Borrower to Lender or its designee of a deed-in-lieu of foreclosure with respect to the Property, or (3) Lender’s 's or its designee’s 's taking possession and control of the Property after the occurrence of an Event of Default hereunder. If any such action or other proceeding shall be brought against Lender, upon written notice from Borrower to Lender (given reasonably promptly following Lender’s 's notice to Borrower of such action or proceeding), Borrower shall be entitled to assume the defense thereof, at Borrower’s 's expense, with counsel reasonably acceptable to Lender; provided, however, Lender may, at its own expense, retain separate counsel to participate in such defense, but such participation shall not be deemed to give Lender a right to control such defense, which right Borrower expressly retains. Notwithstanding the foregoing, each Indemnified Party shall have the right to employ separate counsel at Borrower’s 's expense if, in the reasonable opinion of legal counsel, a conflict or potential conflict exists between the Indemnified Party and Borrower that would make such separate representation advisable. Borrower shall have no obligation to indemnify an Indemnified Party for damage or loss resulting from such Indemnified Party’s 's gross negligence or willful misconduct.

Environmental Indemnification. In respect of all environmental matters: (a) comply in all material respects with the requirements of all federal, state, and local Environmental Laws which are applicable to the Credit Parties or their properties; notify the Administrative Agent promptly in the event a Credit Party acquires any knowledge of any spill, release or disposal of Hazardous Material on the Premises in material violation of Environmental Laws; forward to the Administrative Agent promptly any notices relating to such matters received from any Governmental Authority; and pay when due any fine or assessment against the Premises; provided, however, that the Borrowers shall not be required to pay any such fine or assessment so long as the validity thereof shall be diligently contested in good faith by appropriate proceedings and they shall have set aside on their books adequate reserves with respect to any such fine or assessment so contested; and provided, further, that, in any event, payment of any such fine or assessment shall be made before any of their property shall be seized or sold in satisfaction thereof; (b) promptly notify the Administrative Agent upon becoming aware of any fact or change in circumstances that would reasonably be expected to cause any of the representations and warranties contained in Section 4.19 hereof to cease to be true in all material respects for any time before all Obligations is paid in full; (c) not become involved, and will not knowingly permit any tenant of the Premises to become involved, in any operations at the Premises generating, storing, disposing, or handling Hazardous Material (other than those types and quantities in normal office products and environments or as otherwise permitted by Applicable Law) that would reasonably be expected to lead to the imposition on any Lender or the Administrative Agent, or any Borrower or the Premises of any liability or Lien under any Environmental Laws; (d) immediately contain and remove any Hazardous Material on the Premises which are in violation of any applicable Environmental Law, which containment or removal must be done in compliance with applicable Environmental Laws and at the Borrowers’ expense; and the Borrowers agree that, if the Credit Parties should breach their obligations under this Section 6.10(d), the Administrative Agent shall protecthave the right, at its sole option but at the Borrowers’ expense, to have an environmental engineer or other representative review the work being done; (e) promptly upon the request of the Administrative Agent, based upon the Administrative Agent’s reasonable belief that (i) Hazardous Materials are present at the Premises in other violation of Environmental Laws, or (ii) a material violation of Environmental Laws exists with respect to the Premises, provide the Administrative Agent with an environmental site assessment report or an update of any existing report, all in scope, form and content and performed by such company as may be reasonably satisfactory to the Administrative Agent; and (f) indemnify, saveprotect, defend, and hold harmless each of the Indemnified Parties Lenders and each of the Agents, and each of their respective Affiliates, and the officers, directors, employees, attorneys, advisors, consultants and agents of each Lender, each Agent and the Affiliates of each of the foregoing (collectively, the “Indemnitees”) from and against any and all liabilityliabilities, lossobligations, damagelosses, damages (including, without limitation, consequential damages), penalties, actions, causes judgments, suits, claims, costs, expenses and disbursements of action, costs any kind or expenses nature whatsoever (including including, without limitation, the reasonable attorneys’ fees and expenses) disbursements of counsel for and any and all claims, suits and judgments which any Indemnified Party may suffer, as a result consultants of or with respect to: (a) any Environmental Claim relating to or arising from the Property; (b) the violation of any Environmental Law such Indemnitees in connection with the Property; (c) any releaseinvestigative, spill, administrative or the presence of any Hazardous Materials affecting the Property; and (d) the presence at, in, on or under, or the release, escape, seepage, leakage, discharge or migration at or from, the Property of any Hazardous Materialsjudicial proceeding, whether or not such condition was known or unknown to Borrower; provided that, in each case, Borrower Indemnitees shall be relieved designated a party thereto), which may be imposed on, incurred by, or asserted against such Indemnitees (whether direct, indirect, or consequential) now or hereafter arising as a result of its obligation under this subsection if any claim for environmental cleanup costs, any resulting damage to the environment and any other environmental claims against any Credit Party or any Subsidiary of the Borrowers, or any of the matters referred to in clauses (a) through (d) above did not occur (but need not have been discovered) prior to (1) the foreclosure of the Security Instrumentthem, (2) the delivery by Borrower to Lender or its designee of a deed-in-lieu of foreclosure with respect to the Property, or (3) Lender’s or its designee’s taking possession and control of the Property after the occurrence of an Event of Default hereunder. If any such action or other proceeding shall be brought against Lender, upon written notice from Borrower to Lender (given reasonably promptly following Lender’s notice to Borrower of such action any Agent or proceeding), Borrower shall be entitled to assume the defense thereof, at Borrower’s expense, with counsel reasonably acceptable to Lender; provided, however, Lender may, at its own expense, retain separate counsel to participate in such defense, but such participation shall not be deemed to give Lender a right to control such defense, which right Borrower expressly retainsPremises. Notwithstanding the foregoing, each Indemnified no Borrower or any other Credit Party shall have the right to employ separate counsel at Borrower’s expense if, in the reasonable opinion of legal counsel, a conflict or potential conflict exists between the Indemnified Party and Borrower that would make such separate representation advisable. Borrower shall have no obligation be obligated to indemnify an Indemnified Party for damage or loss resulting from any Indemnitee against damages, costs and liabilities which are caused by such Indemnified PartyIndemnitee’s own gross negligence or willful misconductmisconduct (as finally determined by a court of competent jurisdiction in a non-appealable decision). The provisions of this Section 6.10(f) shall continue in effect and shall survive (among other things) any termination of this Agreement, payment and satisfaction of the Notes and Obligations, and the release of any Collateral.

Environmental Indemnification. In respect of all environmental matters: (a) comply strictly and in all respects with the requirements of all federal, state, and local Environmental Laws; notify the Agent promptly in the event of any spill, release or disposal of Hazardous Material on, or hazardous waste pollution or contamination affecting, the Premises; forward to the Agent promptly any notices relating to such matters received from any governmental agency; and pay promptly when due any fine or assessment against the Premises; PROVIDED, HOWEVER, that the Borrowers shall not be required to pay any such fine or assessment so long as the validity thereof shall be diligently contested in good faith by appropriate proceedings and they shall have set aside on their books adequate reserves with respect to any such fine or assessment so contested; and PROVIDED FURTHER that, in any event, payment of any such fine or assessment shall be made before any of their property shall be seized or sold in satisfaction thereof; (b) promptly notify the Agent upon becoming aware of any fact or change in circumstances that would or reasonably could be expected to cause any of the representations and warranties contained in SECTION 4.19 hereof to cease to be true for any time before all Senior Debt is paid in full; (c) not become involved, and will not knowingly permit any tenant of the Premises to become involved, in any operations at the Premises generating, storing, disposing, or handling Hazardous Material or any other activity that could lead to the imposition on any Lender or the Agent, a Borrower shall protector the Premises of any liability or lien under any Environmental Laws; (d) immediately contain any Hazardous Material found on the Premises and remove any Hazardous Material found on the Premises in violation of any applicable Environmental Law, which work must be done in compliance with applicable Environmental Laws and at the Borrowers' expense; and the Borrowers agree that the Agent has the right, at its sole option but at the Borrowers' expense, to have an environmental engineer or other representative review the work being done; (e) promptly upon the request of the Agent, based upon the Agent's reasonable belief that a hazardous waste or other environmental problem exists with respect to the Premises, provide the Agent with an environmental site assessment report or an update of any existing report, all in scope, form and content and performed by such company as may be reasonably satisfactory to the Agent; and (f) indemnify, saveprotect, defend, and hold harmless each of the Indemnified Parties Lenders and the Agent, and each of their respective Affiliates, officers, directors, employees, attorneys, consultants and agents (collectively called the "INDEMNITEES") from and against any and all liabilityliabilities, lossobligations, damagelosses, damages (including, without limitation, consequential damages), penalties, actions, causes judgments, suits, claims, costs, expenses and disbursements of action, costs any kind or expenses nature whatsoever (including including, without limitation, the reasonable attorneys’ fees and expenses) disbursements of counsel for and any and all claims, suits and judgments which any Indemnified Party may suffer, as a result consultants of or with respect to: (a) any Environmental Claim relating to or arising from the Property; (b) the violation of any Environmental Law such Indemnitees in connection with the Property; (c) any releaseinvestigative, spill, administrative or the presence of any Hazardous Materials affecting the Property; and (d) the presence at, in, on or under, or the release, escape, seepage, leakage, discharge or migration at or from, the Property of any Hazardous Materialsjudicial proceeding, whether or not such condition was known or unknown to Borrower; provided that, in each case, Borrower Indemnitees shall be relieved designated a party thereto), which may be imposed on, incurred by, or asserted against such Indemnitees (whether direct, indirect, or consequential) now or hereafter arising as a result of its obligation under any claim for environmental cleanup costs, any resulting damage to the environment and any other environmental claims against any Borrower, any Lender, the Agent or the Premises. The provisions of this subsection if SECTION 6.10(f) shall continue in effect and shall survive (among other things) any termination of this Agreement, payment and satisfaction of the matters referred to in clauses (a) through (d) above did not occur (but need not have been discovered) prior to (1) the foreclosure Notes, and release of the Security Instrument, (2) the delivery by Borrower to Lender or its designee of a deed-in-lieu of foreclosure with respect to the Property, or (3) Lender’s or its designee’s taking possession and control of the Property after the occurrence of an Event of Default hereunder. If any such action or other proceeding shall be brought against Lender, upon written notice from Borrower to Lender (given reasonably promptly following Lender’s notice to Borrower of such action or proceeding), Borrower shall be entitled to assume the defense thereof, at Borrower’s expense, with counsel reasonably acceptable to Lender; provided, however, Lender may, at its own expense, retain separate counsel to participate in such defense, but such participation shall not be deemed to give Lender a right to control such defense, which right Borrower expressly retains. Notwithstanding the foregoing, each Indemnified Party shall have the right to employ separate counsel at Borrower’s expense if, in the reasonable opinion of legal counsel, a conflict or potential conflict exists between the Indemnified Party and Borrower that would make such separate representation advisable. Borrower shall have no obligation to indemnify an Indemnified Party for damage or loss resulting from such Indemnified Party’s gross negligence or willful misconductCollateral.

Environmental Indemnification. Borrower shall protect, indemnify, save, defend, and hold harmless the Indemnified Parties from and against any and all liability, loss, damage, actions, causes of action, costs or expenses whatsoever (including reasonable attorneys’ fees and expenses) and any and all claims, suits and judgments which any Indemnified Party may suffer, as a result of or with respect to: (a) any Environmental Claim relating to or arising from the Property; (b) the violation of any Environmental Law in connection with the Property; (c) any release, spill, or the presence of any Hazardous Materials affecting the Property; and (d) the presence at, in, on or under, or the release, escape, seepage, leakage, discharge or migration at or from, the Property of any Hazardous Materials, whether or not such condition was known or unknown to Borrower; provided that, in each case, Borrower shall be relieved of its obligation under this subsection if any of the matters referred to in clauses (a) through (d) above are the result of the gross negligence or willful misconduct of any of the Indemnified Parties or did not occur (but need not have been discovered) prior to (1i) the foreclosure of the Security Instrument, or (2ii) the delivery by Borrower to Lender or its designee of a deed-in-lieu of foreclosure with respect to the Property, or (3) Lender’s or its designee’s taking possession and control of the Property after the occurrence of an Event of Default hereunder. If any such action or other proceeding shall be brought against Lender, upon written notice from Borrower to Lender (given reasonably promptly following Lender’s notice to Borrower of such action or proceeding), Borrower shall be entitled to assume the defense thereof, at Borrower’s expense, with counsel reasonably acceptable to Lender; provided, however, Lender may, at its own expense, retain separate counsel to participate in such defense, but such participation shall not be deemed to give Lender a right to control such defense, which right Borrower expressly retains. Notwithstanding the foregoing, each Indemnified Party shall have the right to employ separate counsel at Borrower’s expense if, in the reasonable opinion of legal counsel, a conflict or potential conflict exists between the Indemnified Party and Borrower that would make such separate representation advisable. Borrower shall have no obligation to indemnify an Indemnified Party for damage or loss resulting from such Indemnified Party’s gross negligence or willful misconduct.

Environmental Indemnification. Mezzanine Borrower shall protect, indemnify, save, defend, defend and hold harmless the Indemnified Parties from and against any and all liability, loss, damage, actions, causes of action, costs or expenses whatsoever (including reasonable attorneys’ fees and expenses) and any and all claims, suits and judgments which any Indemnified Party may suffer, suffer as a result of or with respect to: (a) any Environmental Claim relating to or arising from the Property; (b) the violation of any Environmental Law in connection with the Property; (c) any release, spill, spill or the presence of any Hazardous Materials affecting the Property; and (d) the presence at, in, on or under, or the release, escape, seepage, leakage, discharge or migration at or from, the Property of any Hazardous Materials, whether or not such condition was known or unknown to Mezzanine Borrower; provided that, in each case, Mezzanine Borrower shall be relieved of its obligation under this subsection Section 9.4 if any of the matters referred to in clauses (a) through (d) above did not occur (but need not have been discovered) prior to the earlier of (1i) the foreclosure of the Security InstrumentPledge, (2ii) the delivery by Mezzanine Borrower to Mezzanine Lender or its designee of a deed-in-lieu of foreclosure with respect to the PropertyCollateral, or (3iii) Mezzanine Lender’s or its designee’s taking possession and control of the Property after the occurrence of an Event of Default hereunderCollateral. If any such action or other proceeding shall be brought against Mezzanine Lender, upon written notice from Mezzanine Borrower to Mezzanine Lender (given reasonably promptly following Mezzanine Lender’s notice to Mezzanine Borrower of such action or proceeding), Mezzanine Borrower shall be entitled to assume the defense thereof, at Mezzanine Borrower’s expense, with counsel reasonably acceptable to Mezzanine Lender; provided, however, Mezzanine Lender may, at its own expense, retain separate counsel to participate in such defense, but such participation shall not be deemed to give Mezzanine Lender a right to control such defense, which right Mezzanine Borrower expressly retains. Notwithstanding the foregoing, each Indemnified Party shall have the right to employ separate counsel at Mezzanine Borrower’s expense if, in the reasonable opinion of legal counsel, a conflict or potential conflict exists between the Indemnified Party and Mezzanine Borrower that would make such separate representation advisable. Mezzanine Borrower shall have no obligation to indemnify an Indemnified Party for damage or loss resulting from such Indemnified Party’s gross negligence or willful misconduct. In the event Mezzanine Borrower provides Mezzanine Lender with a secured creditor environmental insurance policy for the Property in form, substance, in an amount and with a deductible acceptable to Mezzanine Lender in its sole discretion, Mezzanine Lender agrees that it will release Mezzanine Borrower from the indemnification obligations provided in this Section 9.4 (to the extent insured by such environmental insurance policy).

Environmental Indemnification. Borrower shall protect, indemnify, savereimburse, defend, and hold harmless each Lender, Agent, Collateral Agent and each of its respective parents, subsidiaries, Affiliates, directors, officers, employees, representatives, agents, successors, assigns and attorneys (collectively, the "Indemnified Parties from Parties") for, from, and against any and all liabilitydemands, lossclaims, damage, actions, actions or causes of action, assessments, losses, damages, liabilities, costs or and expenses whatsoever (including including, without limitation, interest, penalties, reasonable attorneys’ fees ' fees, disbursements and expenses, and reasonable consultants' fees, disbursements and expenses) asserted against, resulting to, imposed on, or incurred by any Indemnified Party, directly or indirectly, in connection with any of the following (except to the extent same are directly and any and all claimssolely caused by the fraud, suits and judgments which bad faith, gross negligence or willful misconduct of any Indemnified Party may suffer, as a result of or and except that any Indemnified Party shall not be indemnified against claims resulting from actions taken with respect to the Mortgaged Property after Agent forecloses its Lien or security interest upon the Mortgaged Property and is a so- called "mortgagee-in-possession" unless and to the extent such indemnification relates to any of the following which occurred while Borrower owned the Mortgaged Property): (i) events, circumstances, or conditions which are alleged to: , or do, form the basis for an Environmental Claim; (aii) any pollution or threat to human health or the environment that is related in any way to Borrower's or any previous owner's or operator's management, use, control, ownership or operation of the Mortgaged Property (including, without limitation, all on-site and off-site activities involving Hazardous Substances), and whether occurring, existing or arising prior to or from and after the date hereof, and whether or not the pollution or threat to human health or the environment is described in the Environmental Reports; (iii) any Environmental Claim relating to against any Person whose liability for such Environmental Claim Borrower has or arising from the Propertymay have assumed or retained either contractually or by operation of law; or (biv) the violation breach of any Environmental Law representation, warranty or covenant set forth in connection with the Property; (cSection 4.1(Q) any release, spill, or the presence of any Hazardous Materials affecting the Property; and (d) the presence at, in, on or under, or the release, escape, seepage, leakage, discharge or migration at or from, the Property of any Hazardous Materials, whether or not such condition was known or unknown to Borrower; provided that, in each case, Borrower shall be relieved of its obligation under this subsection if any of the matters referred to in clauses (aSections 5.1(D) through (d) above did not occur (but need not have been discovered) prior to (1) the foreclosure of the Security Instrument, (2) the delivery by Borrower to Lender or its designee of a deed-in-lieu of foreclosure with respect to the Property, or (3) Lender’s or its designee’s taking possession and control of the Property after the occurrence of an Event of Default hereunder. If any such action or other proceeding shall be brought against Lender, upon written notice from Borrower to Lender (given reasonably promptly following Lender’s notice to Borrower of such action or proceeding5.1(I), Borrower shall be entitled to assume the defense thereof, at Borrower’s expense, with counsel reasonably acceptable to Lender; provided, however, Lender may, at its own expense, retain separate counsel to participate in such defense, but such participation shall not be deemed to give Lender a right to control such defense, which right Borrower expressly retains. Notwithstanding the foregoing, each Indemnified Party shall have the right to employ separate counsel at Borrower’s expense if, in the reasonable opinion of legal counsel, a conflict or potential conflict exists between the Indemnified Party and Borrower that would make such separate representation advisable. Borrower shall have no obligation to indemnify an Indemnified Party for damage or loss resulting from such Indemnified Party’s gross negligence or willful misconduct.

Environmental Indemnification. Borrower Seller shall protect, indemnify, save, defend, defend and hold harmless the all of Purchaser’s Indemnified Parties from and against any and all liability, loss, damage, actions, causes of action, costs or expenses whatsoever (including reasonable attorneys’ fees and expenses) and any and all claims, suits and judgments which any Indemnified Party may suffer, as a result Liabilities arising out of or with respect to: (a) any Environmental Claim relating to the existence at, on, above, below or arising from near the Property; (b) the violation of any Environmental Law in connection with the Property; (c) any release, spill, or the presence Facility of any Hazardous Materials affecting Substance (as defined in Section 19.c.i) to the Property; extent deposited, spilled or otherwise caused by Seller or any of its contractors or agents. Purchaser shall indemnify, defend and (d) hold harmless all of Seller’s Indemnified Parties from and against all Liabilities arising out of or relating to the presence existence at, inon, on above, below or under, or near the release, escape, seepage, leakage, discharge or migration at or from, the Property Facility of any Hazardous MaterialsSubstance, whether except to the extent deposited, spilled or not such condition was known otherwise caused by Seller or unknown to Borrower; provided that, in each case, Borrower shall be relieved any of its obligation under this subsection if any of contractors or agents. As defined in Environmental Law, during the matters referred to in clauses (a) through (d) above did not occur (but need not have been discovered) prior to (1) the foreclosure of the Security InstrumentTerm, (2) the delivery by Borrower to Lender or its designee of a deed-in-lieu of foreclosure with respect to the Property, or (3) Lender’s or its designee’s taking possession Purchaser is and control of the Property after the occurrence of an Event of Default hereunder. If any such action or other proceeding shall be brought against Lender, upon written notice from Borrower to Lender (given reasonably promptly following Lender’s notice to Borrower of such action or proceeding), Borrower shall be entitled to assume the defense thereof, at Borrower’s expense, with counsel reasonably acceptable to Lender; provided, however, Lender may, at its own expense, retain separate counsel to participate in such defense, but such participation shall not be deemed to give Lender a right be the “operator” of the Facility and the “owner” of all Hazardous Substances (and the wastes, by-products, or residues generated, resulting, or produced therefrom) existing or brought on, or that migrate to, the Facility, except to control such defensethe extent brought on the Premises by Seller or any of its contractors, which right Borrower expressly retainsagents, or employees. Notwithstanding Purchaser shall indemnify, defend and hold harmless all of Seller’s Indemnified Parties from and against all Liabilities arising out of or relating to the foregoingexistence at, each Indemnified on, above, below or near the Facility of any Hazardous Substance, including, but not limited to, any Liabilities arising from activities related to mining operations, mineral exploration or development, mine reclamation or remediation, or other activities related to mines, except to the extent deposited, spilled or otherwise caused by Seller or any of its contractors or agents. Each Party shall have promptly notify the right to employ separate counsel at Borrower’s expense ifother Party if it becomes aware of any Hazardous Substance on or about the Facility generally or any deposit, in the reasonable opinion spill or release of legal counsel, a conflict or potential conflict exists between the Indemnified Party and Borrower that would make such separate representation advisable. Borrower shall have no obligation to indemnify an Indemnified Party for damage or loss resulting from such Indemnified Party’s gross negligence or willful misconductany Hazardous Substance.

Environmental Indemnification. The Borrower shall protect, indemnify, save, defendcovenants and agrees that it and its Subsidiaries will indemnify and hold the Administrative Agent and each Lender, and hold each of their respective Affiliates, harmless the Indemnified Parties from and against any and all liabilityclaims, lossexpense, damage, actions, causes of action, costs loss or expenses whatsoever liability incurred by the Administrative Agent or any Lender (including all reasonable attorneys’ fees and expenses) and costs of legal representation incurred by the Administrative Agent or any and all claimsLender in connection with any investigative, suits and judgments which administrative or judicial proceeding, whether or not the Administrative Agent or any Indemnified Party may sufferLender is party thereto, but excluding, as applicable for the Administrative Agent or a Lender, any claim, expense, damage, loss or liability as a result of the gross negligence or with respect to: willful misconduct of the Administrative Agent or such Lender or any of their respective Affiliates) relating to (a) any Environmental Claim relating to Release or arising from the Propertythreatened Release of Hazardous Substances on any Real Estate; (b) the any violation of any Environmental Law in connection Laws with respect to conditions at any Real Estate or the Propertyoperations conducted thereon; (c) the investigation or remediation of off-site locations at which the Borrower, any releaseGuarantor or any of their respective Subsidiaries or their predecessors are alleged to have directly or indirectly disposed 440 of Hazardous Substances; or (d) any action, spillsuit, proceeding or investigation brought or threatened with respect to any Hazardous Substances relating to Real Estate (including, but not limited to, claims with respect to wrongful death, personal injury or damage to property). In litigation, or the presence of any Hazardous Materials affecting the Property; and (d) the presence at, in, on or under, or the release, escape, seepage, leakage, discharge or migration at or frompreparation therefor, the Property of any Hazardous Materials, whether or not such condition was known or unknown to Borrower; provided that, in each case, Borrower shall be relieved of its obligation under this subsection if any of Lenders and the matters referred to in clauses (a) through (d) above did not occur (but need not have been discovered) prior to (1) the foreclosure of the Security Instrument, (2) the delivery by Borrower to Lender or its designee of a deed-in-lieu of foreclosure with respect to the Property, or (3) Lender’s or its designee’s taking possession and control of the Property after the occurrence of an Event of Default hereunder. If any such action or other proceeding shall be brought against Lender, upon written notice from Borrower to Lender (given reasonably promptly following Lender’s notice to Borrower of such action or proceeding), Borrower Administrative Agent shall be entitled to assume select their own counsel and participate in the defense thereofand investigation of such claim, at action or proceeding, and the Borrower shall bear the expense of such separate counsel of the Administrative Agent and the Lenders if (i) in the written opinion of counsel to the Administrative Agent and the Lenders, use of counsel of the Borrower’s expense's choice could reasonably be expected to give rise to a conflict of interest, with (ii) the Borrower shall not have employed counsel reasonably acceptable satisfactory to Lender; providedthe Administrative Agent and the Lenders within a reasonable time after notice of the institution of any such litigation or proceeding, however, Lender may, at its own expense, retain separate counsel to participate in such defense, but such participation shall not be deemed to give Lender a right to control such defense, which right or (iii) the Borrower expressly retains. Notwithstanding authorizes the foregoing, each Indemnified Party shall have Administrative Agent and the right Lenders to employ separate counsel at the Borrower’s expense if, in 's expense. It is expressly acknowledged by the reasonable opinion of legal counsel, a conflict or potential conflict exists between the Indemnified Party and Borrower that would make such separate representation advisable. Borrower this covenant of indemnification shall have no obligation survive the payment of the Loans and shall inure to indemnify an Indemnified Party for damage or loss resulting from such Indemnified Party’s gross negligence or willful misconductthe benefit of the Administrative Agent and the Lenders and their respective Affiliates, their respective successors, and their respective assigns under the Loan Documents permitted under this Agreement.

Environmental Indemnification. Borrower (a) Lessee shall protect, indemnify, save, defend, defend and hold Lessor harmless the Indemnified Parties from and against any and all liability, loss, damage, actions, causes of action, costs or expenses whatsoever (including reasonable attorneys’ fees and expenses) and any and all claims, suits judgments, damages, penalties, fines, costs, liabilities, or losses (including, without limitation, diminution in value of the Premises, damages for the loss or restriction on use of rentable or usable space or of any amenity of the Premises and judgments reasonable sums paid in settlement of claims, reasonable attorney’s fees, reasonable consultant fees, and reasonable expert fees) which any Indemnified Party may suffer, arise during or after the Lease term as a result of contamination by hazardous material attributable to Lessee’s use or with respect to: (a) any Environmental Claim relating to activities, or arising from the Property; (b) the violation use or activities of any Environmental Law Lessee’s agents or contractors. This indemnification of Lessor by Lessee includes, without limitation, costs incurred in connection with the Property; (c) any releaseinvestigation of site conditions or any cleanup, spillremedial, removal, or restoration work required by any federal, state, or local government agency or political subdivision because of hazardous material present in the soil or groundwater on or under the Premises as a result of Lessee’s use or activities, or Lessee’s agents or contractors, or which would have with reasonable care exerted by Lessee not have occurred. Without limiting the foregoing, if the presence of any Hazardous Materials affecting hazardous material on the Property; and (d) Premises caused or permitted by Lessee or its agents or contractors, results in any contamination of the presence atPremises, in, on Lessee shall promptly take all actions at its sole expense as are necessary to return the Premises to the condition existing prior to the release by Lessee or under, its agents or the release, escape, seepage, leakage, discharge or migration at or from, the Property employees of any Hazardous Materialssuch hazardous material on the Premises, whether or not such condition was known or unknown to Borrower; provided that, in each case, Borrower shall be relieved of its obligation under this subsection if any of the matters referred to in clauses (a) through (d) above did not occur (but need not have been discovered) prior to (1) the foreclosure of the Security Instrument, (2) the delivery by Borrower to Lender or its designee of a deed-in-lieu of foreclosure with respect to the Property, or (3) Lenderthat Lessor’s or its designee’s taking possession and control of the Property after the occurrence of an Event of Default hereunder. If any such action or other proceeding shall be brought against Lender, upon written notice from Borrower to Lender (given reasonably promptly following Lender’s notice to Borrower approval of such action or proceeding)actions shall first be obtained, Borrower shall be entitled to assume the defense thereof, at Borrower’s expense, with counsel reasonably acceptable to Lender; provided, however, Lender may, at its own expense, retain separate counsel to participate in such defense, but such participation which approval shall not be deemed unreasonably withheld so long as such actions would not potentially have any material adverse long-term or short-term effect on the Premises. The foregoing indemnity shall survive the expiration or earlier termination of this Lease. (b) Lessee shall promptly provide Lessor with copies of all citations, directives, summonses, information orders, notices of potential responsibility, notices of violation or deficiencies, orders or decrees, claims, complaints, investigations, judgments, letters, notices of environmental liens or response actions, and any other communications and/or documents from any federal, state or local governmental agency or any third Party pertaining to give Lender the presence of hazardous materials on the Premises, and/or Lessee’s compliance with applicable environmental statutes, rules and regulations. (c) Not less than ten (10) days prior to the expiration of this Lease or any extension hereof, Lessee shall select a right professional registered engineer who is an “environmental professional” as defined in 415 ILCS 5/22.2 to control such defenseconduct an investigation of the Premises for the purpose of investigating environmental conditions on the Premises. Upon selection, which right Borrower expressly retainsLessee shall identify the engineer to Lessor. Notwithstanding the foregoing, each Indemnified Party Lessor shall have the right to employ separate counsel at Borrower’s expense reject such selection if, in Lessor’s reasonable opinion, the reasonable professional selected is not able to render the opinion required because of legal counsela lack of competence or the existence of bias. In the event of any such rejection by Lessor, the Parties shall meet in good faith to confer and agree upon a substitute “environmental professional.” The cost of the investigation shall be at Lessee’s sole expense. If the engineer, after conducting his or her investigation, states in writing the engineer’s opinion he or she observes no significant contamination by hazardous material(s) since the date of the Pre-Commencement Environmental Report (hereinafter defined) at, on, to or from the Premises directly resulting from the use by Lessee, its employees, agents or customers of the Premises, then no further action on Lessee’s part shall be required. If the engineer will not or does not so state within thirty (30) days after his or her selection, then Lessee shall select an “environmental professional” as defined in 415 ILCS 5/22.2 to conduct at Lessee’s sole expense a Phase I environmental audit of the Premises. As used in this subsection, a conflict Phase I environmental audit shall be in accordance with the provisions set forth in 42 U.S.C. 9601 (35)(b) and shall also consist of a visual inspection of the Premises, including any equipment and machinery thereon and all building components or materials used therein, an inquiry into past occupants and uses of the Premises, a search of all records pertaining to environmental conditions on the Premises, including any reports generated for or from any governmental authority, notices of warnings, complaints and violations of applicable environmental statutes, rules or regulations, and applicable environmental statutes, rules or regulations, and a visual inspection of all properties adjoining the Premises and any other investigation deemed consistent with good commercial practices. If either the investigation or Phase I environmental audit states that there is no observed contamination or no potential conflict exists between the Indemnified Party and Borrower that would make such separate representation advisable. Borrower environmental concerns on site caused by Lessee, then Lessee shall have no obligation further liability for environmental matters under this Lease. (d) As used herein, the term “hazardous material” means any hazardous or toxic substance, material or waste listed in the United States Department of Transportation Hazardous Materials Table (49 CFR 172.101) or by the United States Environmental Protection Agency as hazardous substances (40 CFR Part 302) or hazardous wastes (40 CFR Part 261), petroleum products, asbestos, polychlorinated biphenyls (PCBs), or such other substances, materials, and wastes that are or become regulated under any applicable state or local environmental law. (e) Notwithstanding anything in this Lease to indemnify the contrary, Lessee shall not be liable for any costs or expenses caused by any condition unless such condition directly results from Lessee’s use of, or activities on, the Premises, or the use of, or activities of Lessee’s agents, customers, employees, contractors or subcontractors on, the Premises. Nor shall Lessee be responsible for any contamination discovered on the Premises which is not a direct result of Lessee’s use of, or activities on, the Premises. Lessee engaged Xxxxx Engineering & Applied Science, an Indemnified Party environmental professional, who prepared a Phase I environmental audit dated December 2006 with respect to the Premises (the “Pre-Commencement Environmental Report”). In order to assist any environmental professional engaged by either Lessor or Lessee pursuant to paragraph (c) hereof in the determination of whether the presence of hazardous materials in the soil or groundwater on or under the Premises following the termination of this Lease are a result of Lessee’s use or activities, or the use or activities of Lessee’s agents or contractors, such environmental professional may compare the findings of such environmental professional to the condition of the Premises as described in the Pre-Commencement Environmental Report. Anything herein to the contrary notwithstanding, Lessee shall not be liable to Lessor hereunder for damage any environmental hazard cited in the Pre-Commencement Environmental Report. (f) Lessor shall indemnify, defend and hold Lessee harmless from any and all claims, judgments, damages, penalties, fines, costs, liabilities, or losses (including, without limitation, diminution in value of the Premises, damages for the loss resulting from or restriction on use of rentable or usable space or of any amenity of the Premises and reasonable sums paid in settlement of claims, reasonable attorney’s fees, reasonable consultant fees, and reasonable expert fees) which arise during or after the Lease term as a result of contamination by hazardous material attributable to Lessor’s use or activities, or the use or activities of Lessor’s agents or contractors. This indemnification of Lessee by Lessor includes, without limitation, costs incurred in connection with any investigation of site conditions or any cleanup, remedial, removal, or restoration work required by any federal, state, or local government agency or political subdivision because of hazardous material present in the soil or groundwater on or under the Premises as a result of Lessor’s use or activities, or Lessor’s agents or contractors, or which would have with reasonable care exerted by Lessor not have occurred. Without limiting the foregoing, if the presence of any hazardous material on the Premises caused or permitted by Lessor or its agents or contractors, results in any contamination of the Premises, Lessor shall promptly take all actions at its sole expense as are necessary to return the Premises to the condition existing prior to the release by Lessor or its agents or employees of any such Indemnified Partyhazardous material on the Premises, provided that Lessee’s gross negligence approval of such actions shall first be obtained, which approval shall not be unreasonably withheld so long as such actions would not potentially have any material adverse long-term or willful misconductshort-term effect on the Premises. The foregoing indemnity shall survive the expiration or earlier termination of this Lease.

Environmental Indemnification. Without limiting the generality of Section 14.02, in consideration of the execution and delivery of this Agreement by the Lenders and the making of the Loans, the Borrower shall protecthereby indemnifies, indemnifyexonerates and holds the Lenders and each of their respective officers, savedirectors, defendemployees and agents (collectively, the "Indemnified Parties") free and hold harmless the Indemnified Parties from and against any and all liability, loss, damage, actions, causes of action, costs or suits, losses, costs, liabilities and damages, and expenses whatsoever incurred in connection therewith (irrespective of whether any such Indemnified Party is a party to the action for which indemnification hereunder is sought), including reasonable attorneys’ ' fees and expenses) and disbursements (collectively, the "Indemnified Liabilities"), incurred by the Indemnified Parties or any and all claims, suits and judgments which any Indemnified Party may suffer, of them as a result of of, or with respect arising out of, or relating to: : (a) any Environmental Claim investigation, litigation or proceeding related to any environmental cleanup, audit, compliance or other matter relating to the protection of the environment or arising from the Propertyrelease by any Company of any Hazardous Material; or (b) the violation of any Environmental Law in connection with the Property; (c) any release, spill, or the presence of any Hazardous Materials affecting the Property; and (d) the presence at, in, on or under, or the release, escape, seepage, leakage, discharge spillage, discharge, emission, discharging or migration at or releases from, the Property any real property owned or operated by any Company of any Hazardous MaterialsMaterial (including any losses, liabilities, damages, injuries, costs, expense or claims asserted or arising under any Environmental Law), regardless of whether caused by, or not such condition was known or unknown to Borrowerwithin the control of, any Company; provided thatexcept, in each case, for any such Indemnified Liabilities arising for the account of a particular Indemnified Party by reason of the relevant Indemnified Party's negligence or misconduct, and if and to the extent that the foregoing undertaking may be unenforceable for any reason, the Borrower shall be relieved agrees to make the maximum contribution to the payment and satisfaction of its obligation each of the Indemnified Liabilities which is permissible under applicable law. Notwithstanding anything to the contrary herein contained, the obligations and liabilities under this subsection if any of the matters referred to Section shall survive and continue in clauses (a) through (d) above did not occur (but need not have been discovered) prior to (1) the foreclosure of the Security Instrument, (2) the delivery by Borrower to Lender or its designee of a deed-in-lieu of foreclosure with respect to the Property, or (3) Lender’s or its designee’s taking possession full force and control of the Property after the occurrence of an Event of Default hereunder. If any such action or other proceeding shall be brought against Lender, upon written notice from Borrower to Lender (given reasonably promptly following Lender’s notice to Borrower of such action or proceeding), Borrower shall be entitled to assume the defense thereof, at Borrower’s expense, with counsel reasonably acceptable to Lender; provided, however, Lender may, at its own expense, retain separate counsel to participate in such defense, but such participation effect and shall not be deemed to give terminated, discharged or released in whole or in part irrespective of whether all the Obligations have been paid in full or the Commitments have been terminated and irrespective of any foreclosure of any mortgage, deed of trust or collateral assignment on any real property or acceptance by any Lender of a right to control such defense, which right Borrower expressly retains. Notwithstanding the foregoing, each Indemnified Party shall have the right to employ separate counsel at Borrower’s expense if, deed or assignment in the reasonable opinion lieu of legal counsel, a conflict or potential conflict exists between the Indemnified Party and Borrower that would make such separate representation advisable. Borrower shall have no obligation to indemnify an Indemnified Party for damage or loss resulting from such Indemnified Party’s gross negligence or willful misconductforeclosure.

Environmental Indemnification. Borrower shall protect, indemnify, save, defend, and hold harmless the Indemnified Parties from and against any and all liability, loss, damage, actions, causes of action, costs or expenses whatsoever (including reasonable attorneys’ fees and expenses) and any and all claims, suits and judgments which any Indemnified Party may suffer, as a result of or with respect to: (a) any Environmental Claim relating to or arising from the Property; (b) the violation of any Environmental Law in connection with the Property; (c) any release, spill, or the presence of any Hazardous Materials affecting the Property; and (d) the presence at, in, on or under, or the release, escape, seepage, leakage, discharge or migration at or from, the Property of any Hazardous Materials, whether or not such condition was known or unknown to Borrower; provided that, in each case, Borrower shall be relieved of its obligation under this subsection if any of the matters referred to in clauses (a) through (d) above did not occur (but need not have been discovered) prior to (1) the foreclosure of the Security Instrument, (2) the delivery by Borrower to Lender or its designee of a deed-in-lieu of foreclosure with respect to the Property, or (3) Lender’s or its designee’s taking possession and control of the Property after the occurrence of an Event of Default hereunder. If any such action or other proceeding shall be brought against Lender, upon written notice from Borrower to Lender (given reasonably promptly following Lender’s notice to Borrower of such action or proceeding), Borrower shall be entitled to assume the defense thereof, at Borrower’s expense, with counsel reasonably acceptable to Lender; provided, however, Lender may, at its own expense, retain separate counsel to participate in such defense, but such participation shall not be deemed to give Lender a right to control such defense, which right Borrower expressly retains. Notwithstanding the foregoing, each Indemnified Party shall have the right to employ separate counsel at Borrower’s expense if, in the reasonable opinion of legal counsel, a conflict or potential conflict exists between the Indemnified Party and Borrower that would make such separate representation advisable. Borrower shall have no obligation to indemnify an Indemnified Party for damage or loss resulting from such Indemnified Party’s gross negligence or willful misconduct. In the event Borrower provides Lender with a secured creditor environmental insurance policy for the Property in form, substance, in an amount and with a deductible acceptable to Lender in its sole discretion, Lender agrees that it will release Borrower from the indemnification obligations provided in this Section (to the extent insured by such environmental insurance policy).

Environmental Indemnification. (i) The Borrower shall protect, indemnify, save, defend, hereby agrees to indemnify and hold the Indemnitees harmless the Indemnified Parties from and against any and all claims, losses, liability, loss, damage, actions, causes damages and injuries of action, costs any kind whatsoever asserted against any Indemnitee with respect to or expenses whatsoever (including reasonable attorneys’ fees and expenses) and any and all claims, suits and judgments which any Indemnified Party may suffer, as a direct result of or with respect to: (a) any Environmental Claim relating to or arising from the Property; (b) the violation of any Environmental Law in connection with the Property; (c) any release, spill, or the presence of any Hazardous Materials affecting the Property; and (d) the presence at, in, on or under, or the releasepresence, escape, seepage, leakagespillage, release, leaking, discharge or migration at from the properties owned or from, operated by the Property Borrower of any Hazardous MaterialsMaterial, including without limitation, any claims asserted or arising under any applicable environmental, health and safety laws, codes and ordinances, and all rules and regulations promulgated thereunder of all Governmental Agencies, whether or not such condition was known caused by or unknown within the control of the Borrower. (ii) It is the parties’ understanding that neither the Bank nor any Related Party (collectively, the “Indemnitee”) does now, has never and does not intend in the future to exercise any operational control or maintenance over the properties owned or operated by the Borrower; provided that, nor has the Bank in each casethe past, presently, or intends in the future to, maintain an ownership interest in the properties owned or operated by the Borrower except as may arise upon enforcement of the Bank’s rights under this Amendment or the other Loan Documents. (iii) Should, however, the Bank or any other Indemnitee hereafter exercise any ownership interest in or operational control over the properties owned or operated by the Borrower, e.g., including but not limited to, through foreclosure, then the above stated indemnity and hold harmless shall be relieved of its obligation under this subsection if any of the matters referred to in clauses (a) through (d) above did not occur (but need not have been discovered) prior to (1) the foreclosure of the Security Instrument, (2) the delivery by Borrower to Lender or its designee of a deed-in-lieu of foreclosure limited with respect to any actions or failures to act by the PropertyBank or other Indemnitee subsequent to exercising such interest or operational control, or (3) Lender’s or its designee’s taking possession and control of to the Property after the occurrence of an Event of Default hereunder. If any extent such action or inaction by the Bank or other proceeding shall be brought against LenderIndemnitee is admitted by the Bank or other Indemnitee or is found by a court of competent jurisdiction to have caused or made worse any condition for which liability is asserted, upon written notice including but not limited to, the presence, escape, seepage, spillage, leaking, discharge or migration on or from Borrower to Lender (given reasonably promptly following Lender’s notice to the properties owned or operated by the Borrower of such action or proceeding), Borrower shall be entitled to assume the defense thereof, at Borrower’s expense, with counsel reasonably acceptable to Lender; provided, however, Lender may, at its own expense, retain separate counsel to participate in such defense, but such participation shall not be deemed to give Lender a right to control such defense, which right Borrower expressly retains. Notwithstanding the foregoing, each Indemnified Party shall have the right to employ separate counsel at Borrower’s expense if, in the reasonable opinion of legal counsel, a conflict or potential conflict exists between the Indemnified Party and Borrower that would make such separate representation advisable. Borrower shall have no obligation to indemnify an Indemnified Party for damage or loss resulting from such Indemnified Party’s gross negligence or willful misconductany Hazardous Material.

Environmental Indemnification. Borrower Tenant shall protect, indemnify, save, defend, indemnify and hold harmless Landlord and all Facility Mortgagees, their Affiliates and their respective members, shareholders or other equity owners, directors, management committee, or similar persons, trustees, officers and employees, and any of their respective successors or assigns (hereafter the Indemnified Parties "Landlord Indemnitees" and when referred to singly, a "Landlord Indemnitee") for, from and against any and all liabilitydebts, lossliens, damage, actionsclaims, causes of action, costs administrative orders or notices, costs, fines, penalties or expenses whatsoever (including reasonable without limitation, attorneys’ ' fees and expenses) and imposed upon, incurred by or asserted against any and all claimsLandlord Indemnitee resulting from, suits and judgments which either directly or indirectly, the presence in the Environment of the Leased Premises or any Indemnified Party may sufferproperties surrounding the Leased Premises of any Hazardous Materials arising during the Term, except to the extent that the same arises by reason of the gross negligence or willful misconduct of Landlord or any Landlord Indemnitee. Tenant's duty herein includes, but is not limited to, indemnification for costs associated with personal injury or property damage claims as a result of the presence of Hazardous Materials in, upon or with respect to: (a) any Environmental Claim relating to under the soil or arising from ground water of the Property; (b) the Leased Premises in violation of any Environmental Law Law. Upon demand, Tenant shall pay to Landlord, as Additional Rent, any cost, expense, loss or damage (including without limitation, attorneys' fees and costs) incurred by Landlord in connection with the Property; (c) asserting any release, spill, or the presence of any Hazardous Materials affecting the Property; and (d) the presence at, in, on or under, or the release, escape, seepage, leakage, discharge or migration at or from, the Property of any Hazardous Materials, whether or not such condition was known or unknown to Borrower; provided that, in each case, Borrower shall be relieved of its obligation right under this subsection if any of the matters referred to in clauses (a) through (d) above did not occur (but need not have been discovered) prior to (1) the foreclosure of the Security Instrument, (2) the delivery by Borrower to Lender or its designee of a deed-in-lieu of foreclosure with respect to the Property, or (3) Lender’s or its designee’s taking possession and control of the Property after the occurrence of an Event of Default hereunder. If any such action or other proceeding shall be brought against Lender, upon written notice from Borrower to Lender (given reasonably promptly following Lender’s notice to Borrower of such action or proceedingSection 4.03(c), Borrower shall be entitled including, without limitation, any right of indemnity under this Section 4.03(c) or otherwise arising from a failure of Tenant to assume strictly observe and perform the defense thereof, at Borrower’s expense, with counsel reasonably acceptable to Lender; provided, however, Lender may, at its own expense, retain separate counsel to participate in such defense, but such participation shall not be deemed to give Lender a right to control such defense, which right Borrower expressly retains. Notwithstanding the foregoing, each Indemnified Party shall have the right to employ separate counsel at Borrower’s expense if, in the reasonable opinion of legal counsel, a conflict or potential conflict exists between the Indemnified Party and Borrower that would make such separate representation advisable. Borrower shall have no obligation to indemnify an Indemnified Party for damage or loss resulting from such Indemnified Party’s gross negligence or willful misconductforegoing requirements.

Environmental Indemnification. Borrower shall protectLender will not be deemed to assume any liability or obligation for loss, damage, fines, penalties, claims or duties to clean-up or dispose of wastes or materials on or relating to the Property merely by conducting any inspections of the Property or by obtaining title to the Property by foreclosure, deed in lieu of foreclosure or otherwise. Borrower, including its successors and assigns, agrees to remain fully liable and will indemnify, save, defend, defend and hold harmless the Indemnified Parties Lender, its directors, officers, employees, agents, contractors, subcontractors, licensees, invitees, successors and assigns, from and against any and all liabilityclaims, lossdemands, damagejudgments, damages, actions, causes of action, injuries, administrative orders, liabilities, costs, expenses, clean-up costs, waste disposal costs, litigation costs, fines, penalties, damages and other related liabilities arising from (i) the failure of Borrower to perform any obligation herein required to be performed by Borrower, (ii) the removal or other remediation of hazardous or toxic substances, hazardous wastes, pollutants or contaminants, solid waste or petroleum at or from the Property, [(iii) the removal or other abatement of any asbestos-containing material from the Property (or if removal is prohibited by law, the taking of whatever action is required by law, including without limitation, the implementation of any required operation or maintenance program) -- should not be required] If you use this language, be sure to renumber the subsequent subparagraphs.(iii) any act or omission, event or circumstance existing or occurring resulting from or in connection with the ownership, construction, occupancy, operation, use and/or maintenance of the Property, (iv) any and all claims or proceedings (whether brought by private party or governmental agency) for bodily injury, property damage, abatement or remediation, environmental damage or impairment and any other injury or damage resulting from or relating to any hazardous or toxic substances, hazardous waste, pollutants, contaminants, solid waste, or petroleum located upon or migrating into, from or through the Property (whether or not any or all of the foregoing was caused by the Borrower or its tenant or subtenant, or a prior owner of the Property or its tenant or subtenant, or any third party and whether or not the alleged liability is attributable to the handling, storage, generation, transportation or disposal of such material or the mere presence of such material on the Property), and (v) Borrower's breach of any representation or warranty contained in this Agreement. Without limitation, the foregoing indemnities will apply to Lender with respect to claims, demands, losses, damages (including consequential damages), liabilities, causes of action, judgements, penalties, costs or and expenses whatsoever (including reasonable attorneys’ ' fees and expensescourt costs) and any and all claims, suits and judgments which any Indemnified Party may suffer, as a result of in whole or with respect to: (a) any Environmental Claim relating to in part are caused by or arising from the Property; (b) the violation of any Environmental Law in connection with the Property; (c) any release, spill, or the presence of any Hazardous Materials affecting the Property; and (d) the presence at, in, on or under, or the release, escape, seepage, leakage, discharge or migration at or from, the Property of any Hazardous Materials, whether or not such condition was known or unknown to Borrower; provided that, in each case, Borrower shall be relieved of its obligation under this subsection if any arise out of the matters referred to in clauses (a) through (d) above did not occur (but need not have been discovered) prior to (1) the foreclosure negligence of the Security Instrument, (2) the delivery by Borrower to Lender or its designee of a deed-in-lieu of foreclosure with respect to the Property, or (3) Lender’s or its designee’s taking possession and control of the Property after the occurrence of an Event of Default hereunder. If any such action or other proceeding shall be brought against Lender, upon written notice from Borrower to Lender (given reasonably promptly following Lender’s notice to Borrower of such action or proceeding), Borrower shall be entitled to assume the defense thereof, at Borrower’s expense, with counsel reasonably acceptable to Lender; providedSuch indemnity, however, will not apply to Lender may, at its own expense, retain separate counsel to participate in such defense, but such participation shall not be deemed to give Lender a right to control such defense, which right Borrower expressly retains. Notwithstanding the foregoing, each Indemnified Party shall have extent the right to employ separate counsel at Borrower’s expense if, in subject of the reasonable opinion indemnification is caused by or arises out of legal counsel, a conflict or potential conflict exists between the Indemnified Party and Borrower that would make such separate representation advisable. Borrower shall have no obligation to indemnify an Indemnified Party for damage or loss resulting from such Indemnified Party’s gross negligence or willful misconductmisconduct of Lender. All environmental representations, warranties, covenants, and indemnities will continue indefinitely and may not be cancelled or terminated except by a writing signed by Lender specifically referring to this Section. Notwithstanding anything contained to the contrary in any Note, the Loan Agreement, or other Loan Documents evidencing or securing the Obligations, the provisions of this Section will survive the termination or expiration of the Obligations, the full repayment of the Obligations, or the acquiring of title by Lender or its successors and assigns by foreclosure, deed in lieu of foreclosure or otherwise, and will be fully enforceable against Borrower and its successors and assigns. The provisions of this Section will constitute a separate undertaking by Borrower and will be an inducement to Lender in extending the Loan evidencing the Obligations to Borrower. The provisions of this Section will not be subject to any anti-deficiency or similar laws.

Environmental Indemnification. Borrower If the Closing occurs, Seller shall protectindemnify Buyer, indemnifyits Affiliates and each of their respective officers, savedirectors, defendemployees, unitholders and representatives and hold them harmless the Indemnified Parties from and against any and all loss, liability, lossclaim, damage, actionscharge, causes of actioncost or expense (including, costs or expenses whatsoever (including without limitation, reasonable attorneys’ attorney and expert fees and expenses) and suffered or incurred by any and all claims, suits and judgments which any Indemnified Party may suffer, as a result of or such indemnified party with respect to: (a) any Environmental Claim relating to the breach or arising from the Property; (b) the violation of any Environmental Law (in effect as of the Closing Date) to the extent arising out of acts or omissions occurring, or conditions existing (whether known or unknown), at or before the close of business on the Closing Date in connection with the Property; Assets (c) any release, spill, or the presence of any Hazardous Materials affecting the Property; and (d) the presence at, in, on or under, or the release, escape, seepage, leakage, discharge or migration at or from, the Property of any Hazardous Materials“Environmental Loss”), whether such loss, liability, claim, damage, charge, cost or expense is incurred before or after the Closing Date and whether arising onsite or off-site, including, but not such condition was known or unknown to Borrower; provided thatlimited to, all Environmental Losses in each case, Borrower shall be relieved of its obligation under this subsection if any connection with bringing the Assets into compliance with Environmental Laws in effect as of the matters referred to in clauses (a) through (d) above did not occur (but need not have been discovered) prior to (1) Closing Date and the foreclosure investigation or remediation of hazardous substance contamination involving the Security Instrument, (2) the delivery by Borrower to Lender or its designee of a deed-in-lieu of foreclosure with respect to the Property, or (3) Lender’s or its designee’s taking possession and control of the Property after the occurrence of an Event of Default hereunder. If any such action or other proceeding shall be brought against Lender, upon written notice from Borrower to Lender (given reasonably promptly following Lender’s notice to Borrower of such action or proceeding), Borrower shall be entitled to assume the defense thereof, at Borrower’s expense, with counsel reasonably acceptable to LenderAssets; provided, however, Lender maythat, at except with respect to Environmental Losses attributable to the Retained Environmental Claims which shall remain the responsibility of Seller, including the undertaking, conduct and continuation of remediation thereof as required by Applicable Law (the “Remedial Activity”) without monetary limitation, Seller’s aggregate liability hereunder for Environmental Losses, excluding Environmental Losses attributable to Retained Environmental Claims, shall be limited to $15,000,000, and, further provided, that subsequent to the Closing Date and for a period of five (5) years thereafter, Buyer covenants and agrees not to voluntarily undertake any specific affirmative environmental investigative program, the intent of which is to discover, locate or uncover any environmental conditions or omissions relating to the Assets for the sole purpose of establishing an Environmental Claim or Loss for which Buyer would seek indemnification from Seller. Such covenant, however, shall not apply to the undertaking by Buyer of (i) normal construction, relocation, maintenance and repair activity involving the Assets, (ii) any investigation of environmental conditions related to the Assets which is determined by Buyer to be required for purposes of compliance with Environmental Laws, or (iii) any investigation or delineation of environmental conditions with respect to the Assets required by a Governmental Authority, it being understood by the Parties that any of the foregoing, may lead to the discovery of an environmental condition or omission which may form the basis for an Environmental Claim hereunder. If after the Closing Date, contamination begins to migrate on-site with respect to the Assets from an off-site location, Buyer shall be responsible for remediating any on-site contamination resulting therefrom and for any increased costs incurred by Seller with respect to ongoing Remedial Activity, except to the extent the off-site contamination was caused by Seller, or initially emanated from on-site contamination attributable to Seller. Contamination that migrates on-site from an identified, existing off-site location as a result of Remedial Activity being undertaken by Seller shall remain the responsibility and liability of Seller. In the event currently unknown off-site contamination migrates on-site as a result of Remedial Activity being undertaken by Seller, then Seller will modify its own expenseoperations with respect to such Remedial Activity to the extent such operations are contributing to the on-site migration and such modifications shall not unreasonably interfere with such party’s other ongoing Remedial Activities, retain separate counsel and Seller will cooperate with Buyer to keep the migration off-site and to develop a cooperative remediation plan for such on-site migration. (a) Seller’s liability under this Section 10.1, except with respect to Retained Environmental Claims (which are not subject to a deductible, a cap, or limitation of time), shall not commence to accrue until Buyer has incurred an aggregate of $250,000 in Environmental Losses, which sum shall be deemed a deductible, for which Seller shall have no liability. Seller’s liability under this Section 10.1 shall be monetary only and Buyer shall not be entitled to make a claim for specific performance with respect to any Remedial Action (as defined below). (b) Without limiting the other provisions of this Section 10, if Buyer has a claim against Seller related to an Environmental Loss, Buyer shall manage any investigation, remediation, corrective action or other activities (“Remedial Action”) required to address the conditions giving rise to such claim. Without limiting Buyer’s right to make claims for indemnification under this Section 10.1, Buyer shall cooperate with Seller and shall, if reasonable, avoid taking any action that would have an adverse effect on Seller’s ability to seek reimbursement under any applicable insurance policy for the benefit of Seller, or on Seller’s ability to exercise any available contractual rights of contribution or indemnification. Buyer shall (i) provide Seller the opportunity to review in advance such Remedial Action to be taken or implemented and the form and substance of any plan, report or submission to be transmitted to any Governmental Authority regarding such Remedial Action, and (ii) provide Seller periodic written reports regarding the status of such Remedial Action, including any correspondence with any Governmental Authority regarding such Remedial Action, but Buyer’s decisions after the Closing Date on such matters shall not be subject to Seller’s approval. (c) Any dispute, controversy or claim for an Environmental Loss arising under this Section 10.1 (“Dispute”) will be resolved in accordance with the procedures specified in subparagraph (d) below, which will be the sole and exclusive procedure for the resolution of any such Dispute, except that a Party, without prejudice to the following procedures, may file a complaint to seek preliminary injunctive or other provisional judicial relief, if in its sole judgment, such action is necessary to avoid irreparable damage or to preserve the status quo. Despite that action, the Parties will continue, subject to subparagraph (d)(v) below, to participate in such defense, but such participation shall not be deemed to give Lender a right to control such defense, which right Borrower expressly retains. Notwithstanding the foregoing, each Indemnified Party shall have the right to employ separate counsel at Borrower’s expense if, good faith in the reasonable opinion of legal counsel, a conflict or potential conflict exists between the Indemnified Party and Borrower that would make such separate representation advisable. Borrower shall have no obligation to indemnify an Indemnified Party for damage or loss resulting from such Indemnified Party’s gross negligence or willful misconductprocedures specified in this Section 10.1.

Environmental Indemnification. Borrower (a) Notwithstanding anything to the contrary set forth in this Sublease or in the Prime Lease, Subtenant hereby indemnifies and shall protectdefend and hold Sublandlord harmless from and against all claims associated with the presence of Hazardous Materials existing in, on or upon the Subleased Premises or the Building as a result of any act of the Subtenant, its agents, representatives, employees, contractors, licensees, or invitees. (b) Subtenant represents and warrants that it shall not use or cause to be used any Hazardous Materials within the Subleased Premises or within the Building, which in any manner violates or may violate federal, state or local laws, ordinances, rules, regulations, or policies governing the use, storage, treatment, transportation, manufacture, refinement, handling, production or disposal of Hazardous Materials, (c) Subtenant (i) shall be responsible for and shall comply with all laws, rules, ordinances or regulations of any governmental authority having jurisdiction over the Subleased Premises and the Building with respect to the presence or removal of Hazardous Materials within the Subleased Premises and the Building, and/or compliance with any environmental laws or ordinances relating to the Subleased Premises and the Building or its use thereof, (ii) shall be responsible for all costs including, but not limited to, those resulting from monitoring, clean-up or compliance incurred with respect to any Hazardous Materials handled, released, placed, stored, or in any way brought into, under, upon or within the Subleased Premises or the Building by Subtenant or, its agents, representatives, employees, contractors, licensees, or invitees, and (iii) Subtenant agrees to indemnify, save, defend, defend and hold harmless the Indemnified Parties Sublandlord from and against any and all liabilityliabilities, losslosses, damagedamages, including without limitation, personal injury damage (including death) as well as damage to property suits, actions, causes of action, costs or costs, expenses whatsoever (including without limitation reasonable attorneys’ ' fees and expenses) disbursements and any court costs), penalties, fines, demands, judgments, claims (and all sums paid for settlement of claims, suits and judgments which ) or liens (including without limitation liens or claims imposed under any Indemnified Party may suffer, so-called "Superfund" or other environmental legislation) arising during or after the Term as a result of a breach of the foregoing obligations by Subtenant or with respect to: (a) any Environmental Claim relating to from or arising from the Property; (b) the violation of any Environmental Law in connection with the Property; (c) any releaseuse, spillstorage, release or discharge by Subtenant or, its agents, representatives, employees, contractors, licensees, or the presence invitees of any Hazardous Materials affecting (as hereinafter defined) in, under, upon, or within the Property; and Subleased Premises and/or the Building. (d) the presence atAs used herein, in"Hazardous Materials" means any material or substance that is toxic, on or underignitable, reactive, or the release, escape, seepage, leakage, discharge or migration at or fromcorrosive and that is regulated by any local government, the Property of State or the United States government. "Hazardous Materials" includes, but is not limited to, any and all material or substances that are defined as "hazardous waste", "extremely hazardous waste", or a "hazardous material" pursuant to state, federal or local governmental law, statute, regulation, ordinance, or rule. The term "Hazardous Materials" shall include without limitation any petroleum product, any explosive or radioactive material, or any Hazardous Materialsor toxic waste, whether substance or not such condition was known material, including without limitation substances defined as "hazardous substances", "hazardous materials," "solid waste" or unknown "toxic substances' under any applicable laws relating to Borrower; provided thatHazardous or toxic materials and substances, in each case, Borrower shall be relieved of its obligation under this subsection if any of the matters referred to in clauses air pollution (a) through (d) above did not occur (but need not have been discovered) prior to (1) the foreclosure of the Security Instrument, (2) the delivery by Borrower to Lender or its designee of a deed-in-lieu of foreclosure with respect to the Property, or (3) Lender’s or its designee’s taking possession including noise and control of the Property after the occurrence of an Event of Default hereunder. If any such action or other proceeding shall be brought against Lender, upon written notice from Borrower to Lender (given reasonably promptly following Lender’s notice to Borrower of such action or proceedingodors), Borrower shall be entitled to assume the defense thereofwater pollution, at Borrower’s expenseliquid and solid waste, with counsel reasonably acceptable to Lender; providedpesticides, howeverdrinking water, Lender maycommunity and employee health, at its own expenseenvironmental land use management, retain separate counsel to participate in such defensestorm water, sediment control, nuisances, radiation, wetlands, endangered species, environmental permitting and petroleum products, which laws may include, but such participation shall not be deemed limited to, the Federal Insecticide, Fungicide, and Rodenticide Act, as amended; the Toxic Substances Control Act; the Clean Water Act; the National Environmental Policy Act, as amended; the Solid Waste Disposal Act, as mended; the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986; the Hazardous Materials Transportation Act, as amended; the Resource Conservation and Recovery Act, as amended; the Clean Air Act, as amended; the Emergency Planning and Community Right-to-Know Act, as amended; the Occupational Safety and Health Act, as amended; comparable state laws; .and all rules and regulations promulgated pursuant to give Lender a right to control such defense, which right Borrower expressly retains. Notwithstanding the foregoing, each Indemnified Party shall have the right to employ separate counsel at Borrower’s expense if, in the reasonable opinion of legal counsel, a conflict or potential conflict exists between the Indemnified Party laws and Borrower that would make such separate representation advisable. Borrower shall have no obligation to indemnify an Indemnified Party for damage or loss resulting from such Indemnified Party’s gross negligence or willful misconductordinances.

Environmental Indemnification. (i) The Borrower shall protect, indemnify, save, defend, hereby agrees to indemnify and hold the Indemnitees harmless the Indemnified Parties from and against any and all claims, losses, liability, loss, damage, actions, causes damages and injuries of action, costs any kind whatsoever asserted against any Indemnitee with respect to or expenses whatsoever (including reasonable attorneys’ fees and expenses) and any and all claims, suits and judgments which any Indemnified Party may suffer, as a direct result of or with respect to: (a) any Environmental Claim relating to or arising from the Property; (b) the violation of any Environmental Law in connection with the Property; (c) any release, spill, or the presence of any Hazardous Materials affecting the Property; and (d) the presence at, in, on or under, or the releasepresence, escape, seepage, leakagespillage, release, leaking, discharge or migration at from the Vessel or from, other properties owned or operated by the Property Borrower or the Guarantor of any Hazardous MaterialsMaterial, including without limitation, any claims asserted or arising under any applicable environmental, health and safety laws, codes and ordinances, and all rules and regulations promulgated thereunder of all Governmental Agencies, whether or not such condition was known caused by or unknown within the control of the Borrower. (ii) It is the parties’ understanding that neither the Lender nor any other Indemnitee does now, has never and does not intend in the future to Borrower; provided thatexercise any operational control or maintenance over the Vessel or any other properties owned or operated by the Borrower or the Guarantor, nor has any of them in each casethe past, presently, or intends in the future to, maintain an ownership interest in the Vessel or any other properties owned or operated by the Borrower or the Guarantor except as may arise upon enforcement of the Lender’s rights under the Preferred Ship Mortgage or this Agreement. (iii) Should, however, the Lender or any other Indemnitee hereafter exercise any ownership interest in or operational control over the Vessel or any other properties owned or operated by the Borrower or the Guarantor, e.g., including but not limited to, through foreclosure, then the above stated indemnity and hold harmless shall be relieved of its obligation under this subsection if any of the matters referred to in clauses (a) through (d) above did not occur (but need not have been discovered) prior to (1) the foreclosure of the Security Instrument, (2) the delivery by Borrower to Lender or its designee of a deed-in-lieu of foreclosure limited with respect to any actions or failures to act by the PropertyLender or other Indemnitee subsequent to exercising such interest or operational control, or (3) Lender’s or its designee’s taking possession and control of to the Property after the occurrence of an Event of Default hereunder. If any extent such action or inaction by the Lender or other proceeding shall be brought against LenderIndemnitee is admitted by the Lender or other Indemnitee or is found by a court of competent jurisdiction to have caused or made worse any condition for which liability is asserted, upon written notice including but not limited to, the presence, escape, seepage, spillage, leaking, discharge or migration on or from the Vessel or other properties owned or operated by the Borrower to Lender (given reasonably promptly following Lender’s notice to Borrower or the Guarantor of such action or proceeding), Borrower shall be entitled to assume the defense thereof, at Borrower’s expense, with counsel reasonably acceptable to Lender; provided, however, Lender may, at its own expense, retain separate counsel to participate in such defense, but such participation shall not be deemed to give Lender a right to control such defense, which right Borrower expressly retains. Notwithstanding the foregoing, each Indemnified Party shall have the right to employ separate counsel at Borrower’s expense if, in the reasonable opinion of legal counsel, a conflict or potential conflict exists between the Indemnified Party and Borrower that would make such separate representation advisable. Borrower shall have no obligation to indemnify an Indemnified Party for damage or loss resulting from such Indemnified Party’s gross negligence or willful misconductany Hazardous Substance.

Environmental Indemnification. Borrower Red Lion shall pay, protect, indemnify, save, defend, save and hold harmless the Indemnified Parties and each of them, from and against all liabilities, obligations, claims, including, without limitation, claims by third parties alleging violation of or liability under any Environmental Law (as defined in the Pre-Closing Master Lease), damages (including, without limitation, punitive damages and damages to nature resources), penalties and causes of action or judgments of any nature whatsoever, both foreseen and unforeseen, howsoever and whensoever caused including, without limitation, if caused prior to the Commencement Date, without regard to the form of action and whether based on strict or statutory liability, gross negligence, negligence (including the negligence of any Indemnified Party or their agents), or any other theory of recovery at law or in equity, and all liability, loss, damage, actions, causes of action, reasonable and documented costs or and expenses whatsoever (including reasonable attorneys’ fees fees, costs of experts, and other legal costs and expenses), imposed upon or incurred by or asserted against any of the Indemnified Parties by reason of or in connection with: 13.1 Red Lion’s failure to perform its duties and obligations as set forth in Article XII of the Pre-Closing Master Lease with respect to the Sublease Premises on or prior to the Effective Date or Section 12.1 of the Pre-Closing Master Lease as incorporated herein by reference pursuant to Section 20(m) and whether prior to, on or after the Effective Date; 13.2 All claims asserted by any and all claims, suits and judgments which any Indemnified Party may suffer, third party for personal or bodily injury or death where such claims allege injury or damages as a result of or with respect to: (a) any Environmental Claim relating exposure, that occurred prior to or during the term, to Hazardous Material that existed at or were located in, on, or under, or were released from, any portion of the Sublease Premises at any time prior to or during the Term; provided, however, that this indemnity shall not cover claims arising from by reason of the Propertygross negligence or willful misconduct of Landlord and its agents, or of an Indemnified Party and its agents; (b) the and 13.3 The violation of any Environmental Law occurring at any time on, prior to or after the Effective Date at or in connection with the Propertyleasing, use, non-use, occupancy, management or operations on any portion of the Sublease Premises; the discharge, disposal or release of any Hazardous Materials (cas defined in the Pre-Closing Master Lease) at any releasetime on or prior to the Effective Date in, spillon, under, at or from, or in connection with the leasing, use, non-use, occupancy, management or operations on any of the Hotel and/or any portion of the Sublease Premises; or the presence of any Hazardous Materials affecting at any time on, prior to, or after the Property; and (d) the presence at, Effective Date in, on or underon, or the release, escape, seepage, leakage, discharge or migration at or from, the Property of under any Hazardous Materials, whether or not such condition was known or unknown to Borrower; provided that, in each case, Borrower shall be relieved of its obligation under this subsection if any portion of the matters referred to in clauses (a) through (d) above did not occur (but need not have been discovered) prior to (1) the foreclosure Sublease Premises, including without limitation, any off-site migration onto any portion of the Security Instrument, (2) the delivery by Borrower to Lender or its designee of a deed-in-lieu of foreclosure with respect to the Property, or (3) Lender’s or its designee’s taking possession and control of the Property after the occurrence of an Event of Default hereunder. If any such action or other proceeding shall be brought against Lender, upon written notice from Borrower to Lender (given reasonably promptly following Lender’s notice to Borrower of such action or proceeding), Borrower shall be entitled to assume the defense thereof, at Borrower’s expense, with counsel reasonably acceptable to Lender; provided, however, Lender may, at its own expense, retain separate counsel to participate in such defense, but such participation shall not be deemed to give Lender a right to control such defense, which right Borrower expressly retains. Notwithstanding the foregoing, each Indemnified Party shall have the right to employ separate counsel at Borrower’s expense if, in the reasonable opinion of legal counsel, a conflict or potential conflict exists between the Indemnified Party and Borrower that would make such separate representation advisable. Borrower shall have no obligation to indemnify an Indemnified Party for damage or loss resulting from such Indemnified Party’s gross negligence or willful misconductSublease Premises.

Environmental Indemnification. The Borrower shall protect, indemnify, save, defendand the Trust each covenants and agrees that it will indemnify and hold the Agent and each Lender, and hold each of their respective Affiliates, harmless the Indemnified Parties from and against any and all liabilityclaims, lossexpense, damage, actions, causes of action, costs loss or expenses whatsoever liability incurred by the Agent or any Lender (including all reasonable attorneys’ fees and expenses) and costs of legal representation incurred by the Agent or any and all claimsLender, suits and judgments which but excluding, as applicable, for the Agent or a Lender any Indemnified Party may sufferclaim, expense, damage, loss or liability as a result of the gross negligence or with respect to: willful misconduct of the Agent or such Lender or any of their respective Affiliates) relating to (a) any Environmental Claim relating to Release or arising from the Propertythreatened Release of Hazardous Substances on any Real Estate Asset; (b) the any violation of any Environmental Law in connection Laws with respect to conditions at any Real Estate Asset or the Propertyoperations conducted thereon; (c) the investigation or remediation of off-site locations at which the Borrower, a Subsidiary Guarantor, an Unsecured Revolver Subsidiary Guarantor, the Trust or any release, spill, of their respective Subsidiaries or the presence their predecessors are alleged to have directly or indirectly disposed of any Hazardous Materials affecting the PropertySubstances; and or (d) the presence atany action, insuit, on proceeding or under, investigation brought or the release, escape, seepage, leakage, discharge or migration at or from, the Property of any Hazardous Materials, whether or not such condition was known or unknown to Borrower; provided that, in each case, Borrower shall be relieved of its obligation under this subsection if any of the matters referred to in clauses (a) through (d) above did not occur (but need not have been discovered) prior to (1) the foreclosure of the Security Instrument, (2) the delivery by Borrower to Lender or its designee of a deed-in-lieu of foreclosure threatened with respect to any Hazardous Substances relating to Real Estate Assets (including, but not limited to, claims with respect to wrongful death, personal injury or damage to property). It is expressly acknowledged by the PropertyBorrower, or (3) Lender’s or its designee’s taking possession the Subsidiary Guarantors and control the Unsecured Revolver Subsidiary Guarantors that, notwithstanding the introductory paragraph of this §8, this covenant of indemnification shall survive the repayment of the Property after amounts owing under the occurrence Notes and this Agreement and the termination of an Event this Agreement and the obligations of Default hereunder. If any such action or other proceeding the Lenders hereunder and shall be brought against Lenderinure to the benefit of the Agent and the Lenders and their respective Affiliates, upon written notice from Borrower to Lender (given reasonably promptly following Lender’s notice to Borrower of such action or proceeding)their respective successors, Borrower shall be entitled to assume and their respective assigns under the defense thereof, at Borrower’s expense, with counsel reasonably acceptable to Lender; provided, however, Lender may, at its own expense, retain separate counsel to participate in such defense, but such participation shall not be deemed to give Lender a right to control such defense, which right Borrower expressly retains. Notwithstanding the foregoing, each Indemnified Party shall have the right to employ separate counsel at Borrower’s expense if, in the reasonable opinion of legal counsel, a conflict or potential conflict exists between the Indemnified Party and Borrower that would make such separate representation advisable. Borrower shall have no obligation to indemnify an Indemnified Party for damage or loss resulting from such Indemnified Party’s gross negligence or willful misconductLoan Documents permitted under this Agreement.

Environmental Indemnification. Borrower shall protect, indemnify, save, defendThe Borrowers jointly and severally covenant and agree that they will indemnify and hold the Agent and each Lender, and hold each of their respective Affiliates, harmless the Indemnified Parties from and against any and all liabilityclaims, lossexpense, damage, actions, causes of action, costs loss or expenses whatsoever liability incurred by the Agent or any Lender (including all reasonable attorneys’ fees and expenses) and costs of legal representation incurred by the Agent or any and all claimsLender in connection with any investigative, suits and judgments which administrative or judicial proceeding, whether or not the Agent or any Indemnified Party may sufferLender is party thereto, but excluding, as applicable for the Agent or a Lender, any claim, expense, damage, loss or liability as a result of the gross negligence or with respect to: willful misconduct of the Agent or such Lender or any of their respective Affiliates) relating to (a) any Environmental Claim relating to Release or arising from the Propertythreatened Release of Hazardous Substances on any Real Estate; (b) the any violation of any Environmental Law in connection Laws with respect to conditions at any Real Estate or the Propertyoperations conducted thereon; (c) the investigation or remediation of off-site locations at which any releaseBorrower, spillany Guarantor or any of their respective Subsidiaries or their predecessors are alleged to have directly or indirectly disposed of Hazardous Substances; or (d) any action, suit, proceeding or investigation brought or threatened with respect to any Hazardous Substances relating to Real Estate (including, but not limited to, claims with respect to wrongful death, personal injury or damage to property). In litigation, or the presence of any Hazardous Materials affecting the Property; and (d) the presence at, in, on or under, or the release, escape, seepage, leakage, discharge or migration at or frompreparation therefor, the Property of any Hazardous Materials, whether or not such condition was known or unknown to Borrower; provided that, in each case, Borrower shall be relieved of its obligation under this subsection if any of Lenders and the matters referred to in clauses (a) through (d) above did not occur (but need not have been discovered) prior to (1) the foreclosure of the Security Instrument, (2) the delivery by Borrower to Lender or its designee of a deed-in-lieu of foreclosure with respect to the Property, or (3) Lender’s or its designee’s taking possession and control of the Property after the occurrence of an Event of Default hereunder. If any such action or other proceeding shall be brought against Lender, upon written notice from Borrower to Lender (given reasonably promptly following Lender’s notice to Borrower of such action or proceeding), Borrower Agent shall be entitled to assume select their own counsel and participate in the defense thereofand investigation of such claim, at Borrower’s expenseaction or proceeding, with and the Borrowers shall bear the expense of such separate counsel of the Agent and the Lenders if (i) in the written opinion of counsel to the Agent and the Lenders, use of counsel of the Borrowers' choice could reasonably be expected to give rise to a conflict of interest, (ii) the Borrowers shall not have employed counsel reasonably acceptable satisfactory to Lender; providedthe Agent and the Lenders within a reasonable time after notice of the institution of any such litigation or proceeding, however, Lender may, at its own expense, retain separate counsel to participate in such defense, but such participation shall not be deemed to give Lender a right to control such defense, which right or (iii) the Borrower expressly retains. Notwithstanding Representative authorizes the foregoing, each Indemnified Party shall have Agent and the right Lenders to employ separate counsel at Borrower’s expense if, in the reasonable opinion of legal counsel, a conflict or potential conflict exists between the Indemnified Party and Borrowers' expense. It is expressly acknowledged by each Borrower that would make such separate representation advisable. Borrower this covenant of indemnification shall have no obligation survive the payment of the Loans and shall inure to indemnify an Indemnified Party for damage or loss resulting from such Indemnified Party’s gross negligence or willful misconductthe benefit of the Agent and the Lenders and their respective Affiliates, their respective successors, and their respective assigns under the Loan Documents permitted under this Agreement.

Environmental Indemnification. Without limiting the generality of Section 13.2, in consideration of the execution and delivery of this Agreement by the Lenders and the making of the Loans, the Borrower shall protecthereby indemnifies, indemnifyexonerates and holds the Lenders and each of their respective officers, savedirectors, defendemployees and agents (collectively, the "Indemnified Parties") free and hold harmless the Indemnified Parties from and against any and all liability, loss, damage, actions, causes of action, costs or suits, losses, costs, liabilities and damages, and expenses whatsoever incurred in connection therewith (irrespective of whether any such Indemnified Party is a party to the action for which indemnification hereunder is sought), including reasonable attorneys’ ' fees and expenses) and disbursements (collectively, the "Environmental Liabilities"), incurred by the Indemnified Parties or any and all claims, suits and judgments which any Indemnified Party may suffer, of them as a result of of, or with respect arising out of, or relating to: : (a) any Environmental Claim investigation, litigation or proceeding related to any environmental cleanup, audit, compliance or other matter relating to the protection of the environment or arising from the Propertyrelease by any Company of any Hazardous Material; or (b) the violation of any Environmental Law in connection with the Property; (c) any release, spill, or the presence of any Hazardous Materials affecting the Property; and (d) the presence at, in, on or under, or the release, escape, seepage, leakage, discharge spillage, discharge, emission, discharging or migration at or releases from, the Property any real property owned or operated by any Company of any Hazardous MaterialsMaterial (including any losses, liabilities, damages, injuries, costs, expense or claims asserted or arising under any Environmental Law), regardless of whether caused by, or not such condition was known or unknown to Borrowerwithin the control of, any Company; provided thatexcept, in each case, for any such Environmental Liabilities arising for the account of a particular Indemnified Party by reason of the relevant Indemnified Party's negligence or misconduct, and if and to the extent that the foregoing undertaking may be unenforceable for any reason, the Borrower shall be relieved agrees to make the maximum contribution to the payment and satisfaction of its obligation each of the Environmental Liabilities which is permissible under applicable law. Notwithstanding anything to the contrary herein contained, the obligations and liabilities under this subsection if any of the matters referred to Section shall survive and continue in clauses (a) through (d) above did not occur (but need not have been discovered) prior to (1) the foreclosure of the Security Instrument, (2) the delivery by Borrower to Lender or its designee of a deed-in-lieu of foreclosure with respect to the Property, or (3) Lender’s or its designee’s taking possession full force and control of the Property after the occurrence of an Event of Default hereunder. If any such action or other proceeding shall be brought against Lender, upon written notice from Borrower to Lender (given reasonably promptly following Lender’s notice to Borrower of such action or proceeding), Borrower shall be entitled to assume the defense thereof, at Borrower’s expense, with counsel reasonably acceptable to Lender; provided, however, Lender may, at its own expense, retain separate counsel to participate in such defense, but such participation effect and shall not be deemed to give terminated, discharged or released in whole or in part irrespective of whether all the Obligations have been paid in full and irrespective of any foreclosure of any mortgage, deed of trust or collateral assignment on any real property or acceptance by any Lender of a right to control such defense, which right Borrower expressly retains. Notwithstanding the foregoing, each Indemnified Party shall have the right to employ separate counsel at Borrower’s expense if, deed or assignment in the reasonable opinion lieu of legal counsel, a conflict or potential conflict exists between the Indemnified Party and Borrower that would make such separate representation advisable. Borrower shall have no obligation to indemnify an Indemnified Party for damage or loss resulting from such Indemnified Party’s gross negligence or willful misconductforeclosure.

Environmental Indemnification. Borrower shall protect, Lessee agrees to indemnify, save, defend, defend by counsel acceptable to Lessor and hold harmless the Indemnified Parties Lessor, its subsidiaries, affiliates, successors, and assigns and their respective directors, officers, employees, shareholders, representatives and agents (hereinafter referred to collectively as "Lessor") from and against any and all liability, loss, damage, actions, causes in respect of action, costs or expenses whatsoever (including reasonable attorneys’ fees and expenses) and any and all claims, suits damages (including, without limitation, diminution in value), losses, liabilities and judgments expenses, lawsuits, deficiencies, interest, penalties, attorneys' fees, and all amounts paid in defense or settlement of the foregoing whether or not arising out of third-party claims, which may be imposed upon or incurred by Lessor or asserted against Lessor by any Indemnified Party may sufferother party or parties (including Governmental Entities), as a result of or in connection with respect to: (a) any Environmental Claim relating to Conditions or arising from the Property; (b) the violation remediation of any Environmental Law Conditions (whether now known or hereafter discovered), or any Environmental Noncompliance arising out of, resulting from, or attributable to, the assets, business, or operations of Lessee at the Leased Premises, including without limitation any claims, expenses, losses, liabilities, etc. resulting from the alleged exposure of any person to Environmental Conditions, if resulting from activities of Lessee or Lessee's agents, representatives, employees or independent contractors, and the breach of any of Lessee's representations and warranties below. Lessee's obligations pursuant to this Article shall exist regardless of whether Lessor is alleged or held to be strictly or jointly and severally liable. Lessor agrees to indemnify, defend by counsel acceptable to Lessee and hold harmless Lessee, its subsidiaries, affiliates, successors, and assigns and their respective directors, officers, employees, shareholders, representatives and agents (hereinafter referred to collectively as "Lessee") from and against and in respect of any and all claims, damages (including, without limitation, diminution in value), losses, liabilities and expenses, lawsuits, deficiencies, interest, penalties, attorneys' fees, and all amounts paid in defense or settlement of the foregoing whether or not arising out of third-party claims, which may be imposed upon or incurred by Lessee or asserted against Lessee by any other party or parties (including Governmental Entities), in connection with any Environmental Conditions or the Property; remediation of any Environmental Conditions (c) any release, spillwhether now known or hereafter discovered), or any Environmental Noncompliance arising out of, resulting from, or attributable to, the presence assets, business, or operations of Lessor at the Leased Premises, including without limitation any claims, expenses, losses, liabilities, etc. resulting from the alleged exposure of any Hazardous Materials affecting person to Environmental Conditions, if resulting from activities of Lessor or Lessor's agents, representatives, employees or independent contractors, and the Property; and (d) the presence at, in, on or under, or the release, escape, seepage, leakage, discharge or migration at or from, the Property breach of any Hazardous Materials, of Lessor's representations and warranties below. Lessor's obligations pursuant to this Article shall exist regardless of whether Lessee is alleged or not such condition was known held to be strictly or unknown to Borrower; provided that, in each case, Borrower shall be relieved of its obligation under this subsection if any of the matters referred to in clauses (a) through (d) above did not occur (but need not have been discovered) prior to (1) the foreclosure of the Security Instrument, (2) the delivery by Borrower to Lender or its designee of a deed-in-lieu of foreclosure with respect to the Property, or (3) Lender’s or its designee’s taking possession jointly and control of the Property after the occurrence of an Event of Default hereunder. If any such action or other proceeding shall be brought against Lender, upon written notice from Borrower to Lender (given reasonably promptly following Lender’s notice to Borrower of such action or proceeding), Borrower shall be entitled to assume the defense thereof, at Borrower’s expense, with counsel reasonably acceptable to Lender; provided, however, Lender may, at its own expense, retain separate counsel to participate in such defense, but such participation shall not be deemed to give Lender a right to control such defense, which right Borrower expressly retains. Notwithstanding the foregoing, each Indemnified Party shall have the right to employ separate counsel at Borrower’s expense if, in the reasonable opinion of legal counsel, a conflict or potential conflict exists between the Indemnified Party and Borrower that would make such separate representation advisable. Borrower shall have no obligation to indemnify an Indemnified Party for damage or loss resulting from such Indemnified Party’s gross negligence or willful misconductseverally liable.

Environmental Indemnification. Borrower shall protect, indemnify, save, defend, indemnify and hold harmless the Indemnified Parties for, from and against any claims, demands, penalties, fines, liabilities, settlements, damages, actual out-of-pocket co.sts and all liabilityexpenses, losswhether incurred or imposed within or outside the judicial process, damageincluding, actionswithout limitation, causes of action, costs or expenses whatsoever (including reasonable attorneys’ ' and consultants' fees and expenses) disbursements and investigations and laboratory fees arising out of, or in any and all claimsway related to any Environmental Problem, suits and judgments which any Indemnified Party may suffer, as a result of or with respect to: including without limitation: (a) any Environmental Claim relating to or arising from the Property; (b) the violation of any Environmental Law in connection with the Property; (c) any releasepresence, spill, or the presence of any Hazardous Materials affecting the Property; and (d) the presence at, in, on or under, or the releasedisposal, escape, seepage, leakage, discharge spillage, discharge, emission, release or migration at or from, the Property threat of release of any Hazardous MaterialsMaterials in, on, over, under, from or affecting the Property or any part thereof whether or not such disclosed by the Environmental Report; (b) any personal injury (including wrongful death, disease or other health condition was known related to or unknown to Borrower; provided thatcaused by, in each casewhole or in part, Borrower shall be relieved any Hazardous Materials) or property damage (real or personal) arising out of its obligation under this subsection if or related to any Hazardous Materials in, on, over, under, from or affecting the Property or any part thereof whether or not disclosed by the Environmental Report; (c) any action, suit or proceeding brought or threatened, settlement reached, or order of any Governmental Authority relating to such Hazardous Material whether or not disclosed by the matters referred to in clauses (a) through Environmental Report; and/or (d) above did not occur (but need not have been discovered) prior to (1) the foreclosure any violation of the Security Instrumentprovisions, (2) the delivery by Borrower covenants, representations or warranties of Section 16.0 I hereof or of any Legal Requirement which is based on or in any way related to Lender any Hazardous Materials in, on, over, under, from or its designee of a deed-in-lieu of foreclosure with respect to the Property, or (3) Lender’s or its designee’s taking possession and control of affecting the Property after or any part thereof including, without limitation, the occurrence cost of an Event of Default hereunder. If any such action work performed and materials furnished in order to comply therewith whether or other proceeding shall be brought against Lender, upon written notice from Borrower to Lender (given reasonably promptly following Lender’s notice to Borrower of such action or proceeding), Borrower shall be entitled to assume not disclosed by the defense thereof, at Borrower’s expense, with counsel reasonably acceptable to Lender; provided, however, Lender may, at its own expense, retain separate counsel to participate in such defense, but such participation shall not be deemed to give Lender a right to control such defense, which right Borrower expressly retainsEnvironmental Report. Notwithstanding the foregoingforegoing provisions of this Section 16.02 to the contrary, each Indemnified Party shall have the right to employ separate counsel at Borrower’s expense if, in the reasonable opinion of legal counsel, a conflict or potential conflict exists between the Indemnified Party and Borrower that would make such separate representation advisable. Borrower shall have no obligation to indemnify an Indemnified Party Lender for damage (i) liabilities, claims, damages, penalties, causes of action, costs and expenses relative to the foregoing to the extent resulting directly from (A) Lender's willful misconduct or loss resulting from such Indemnified Party’s gross negligence or willful misconduct(B) any Hazardous Materials initially placed in, on or under the Property or any other condition relating to Hazardous Materials created after foreclosure, delivery of a deed in lieu or other taking of title to the Property by Lender or its successors and assigns. Any amounts payable to Lender by reason of the application of this Section 16.02 shall be secured by this Security Instrument and the Mortgage and shall be due and payable within ten (10) days after demand by Lender and shall bear interest at the Default Rate from the date so demanded by Lender until paid. This indemnification shall survive the termination of this Security Instrument whether by repayment of the Debt, foreclosure or deed in lieu thereof, assignment, or otherwise. The indemnity provided for in this Section 16.02 shall not be included in any exculpation of Borrower or its principals from personal liability provided for in this Security Instrument or in any of the other Loan Documents. Nothing in this Section 16.02 shall be deemed to deprive Lender of any rights or remedies otherwise available to Lender, including, without limitation, those rights and remedies provided elsewhere in this Security Instrument or the other Loan Documents.

Environmental Indemnification. In respect of all environmental matters Borrower shall: (a) Comply strictly and in all respects with the requirements of all federal, state, and local Environmental Laws; notify Lender promptly in the event of any spill, hazardous waste pollution or contamination affecting the Premises in violation of applicable Environmental Laws; forward to Lender promptly any notices relating to the same received from any governmental agency; and pay promptly when due any valid fine or assessment against the Premises; (b) Immediately give written notice to Lender if Borrower or any tenant or subtenant of the Premises becomes involved in any operations at the Premises, generating, storing, disposing, or handling of any hazardous material including, without limitation, the operation of underground fuel storage tanks, or any other activity that could lead to the imposition on Lender, Borrower or the Premises of any liability or lien under any Environmental Laws; provided, however, that no such notice shall protectbe required if any such activities shall be in compliance with all applicable Environmental Laws; (c) Immediately contain and, indemnifyif required by the Michigan Department of Environment, saveGreat Lakes and Energy, the United States Environmental Protection Agency or any other governmental agency having jurisdiction over the Premises, remove any hazardous material found on the Premises, which work must be done in compliance with all requirements and all applicable laws and at Borrower’s expense; and Borrower agree that Lender has the right, at its sole option but at Borrower’s expense, to have an environmental engineer or other representative review the work being done; (d) Promptly upon the request of Lender, based upon Lxxxxx’s reasonable belief that a violation of applicable Environmental Laws exists with respect to the Premises, provide Lender with an environmental site assessment report or an update of any existing report, all in scope, form and content satisfactory to Lender in its sole discretion, but not more than once per calendar year; and (e) Indemnify, defend, and hold Lender harmless the Indemnified Parties from and against any and all liabilityclaim, losscosts, damagedamage (including, actionswithout limitation, causes of actionconsequential damages), costs or expenses whatsoever expense (including reasonable including, without limitation, attorneys’ fees and expenses) and any and all claims), suits and judgments which any Indemnified Party may sufferloss, liability, or judgment now or hereafter arising as a result of or with respect to: (a) any Environmental Claim relating claim for environmental cleanup costs, any resulting damage to or arising from the Property; (b) the violation of environment and any Environmental Law in connection with the Property; (c) any releaseother environmental claims against Borrower, spillLender, or the presence Premises. The provisions of this Section shall continue in effect and shall survive Lender’s foreclosure of any Hazardous Materials affecting the Property; Mortgage, Lender’s acceptance of a deed in lieu of foreclosure, and (d) the presence at, in, on or under, or the release, escape, seepage, leakage, discharge or migration at or from, the Property of any Hazardous Materials, whether or not such condition was known or unknown to Borrower; provided that, in each case, Borrower shall be relieved of its obligation under this subsection if any ’s repayment of the matters referred to in clauses (a) through (d) above did not occur (but need not have been discovered) prior to (1) Loan and the foreclosure discharge of the Security InstrumentMortgage, (2) the delivery by Borrower to Lender or its designee of a deed-in-lieu of foreclosure with respect to the Property, or (3) Lender’s or its designee’s taking possession and control of the Property after the occurrence of an Event of Default hereunder. If any such action or other proceeding shall be brought against Lender, upon written notice from Borrower to Lender (given reasonably promptly following Lender’s notice to Borrower of such action or proceeding), Borrower shall be entitled to assume the defense thereof, at Borrower’s expense, with counsel reasonably acceptable to Lender; provided, however, Lender maythat the provisions of this Section and the requirements and obligations of Borrower contained herein, at its own expenseincluding, retain separate counsel to participate in such defensewithout limitation, but such participation the indemnification requirements, shall not be deemed apply to give Lender any condition arising after the foregoing events unless such condition was a right to control condition pre-existing the foregoing events, whether latent or patent or if such defense, which right Borrower expressly retains. Notwithstanding the foregoing, each Indemnified Party shall have the right to employ separate counsel at Borrower’s expense if, in the reasonable opinion condition is a direct result of legal counsel, a conflict or potential conflict exists between the Indemnified Party and Borrower that would make such separate representation advisable. Borrower shall have no obligation to indemnify an Indemnified Party for damage or loss resulting from such Indemnified PartyLxxxxx’s gross negligence or willful misconduct.. Loan Agreement -24- BankNewport/PHR Cherry Propco, LLC

Environmental Indemnification. Borrower To the fullest extent authorized by law, the LESSEE shall protect, indemnify, save, defend, and hold harmless the Indemnified Parties COUNTY, its officers, directors, agents, and employees, for compliance with all Environmental Laws, from and against any and all liabilityEnvironmental Law claims, lossjudgments, damagedamages, penalties, actions, causes fines, costs, liabilities, losses, orders, expenses, and lawsuits (including fees and costs for attorneys, experts, and expert consultants) arising from the Leased Premises, and/or out of actionor related to any actions or omissions of LESSEE, the LESSEE’s operations at the Airport or any action arising from and which involve the LESSEE’s officers, agents, successors, assigns, sublessees, subcontractors, and employees (whether or not they are negligent, intentional, willful or unlawful), including defense expenses arising therefrom, including, but not limited to the following: (1) The LESSEE’s placement, disposal, allowing, or releasing of Hazardous Materials upon or within the Airport including any such claims, demands, liabilities, cost, expenses, and/or obligations related to LESSEE's release or threatened release of Hazardous Materials on, at, and/or under the Airport. (2) The LESSEE’s release or threatened release of Hazardous Materials at, on, under, and/or remaining from the Airport. (3) The LESSEE’s compliance with any Environmental Law, except that LESSEE's obligations under this paragraph shall not extend to remediation conditions that arise from operations of third parties that are not affiliated with LESSEE that take place off of the Airport. A party shall be deemed to be affiliated with LESSEE if it is an employee, officer, director, agent, sublessee, assignee, contractor or subcontractor of LESSEE or if it is controlled by or under common control with LESSEE. (4) The LESSEE’s causing or allowing any prohibited discharge into the Airport Drainage System. This indemnification includes, without limitation, reasonable fees/costs/expenses for attorneys, experts, expert consultants, and all other costs incurred by COUNTY in connection with any investigation, evaluation, assessment, and/or monitoring of the environmental conditions at the Leased Premises or any cleanup, remedial, removal, and/or restoration work required by any federal, state or local governmental entity because of any Hazardous Materials being present in the soil, surface water, or groundwater at, on, under, or about the Airport. However, LESSEE's indemnity obligation shall not apply in the event of any claims for any loss, damage or expense arising from the sole or active negligence or willful misconduct of COUNTY or agents, servants or independent contractors who are directly responsible to COUNTY. In the event the indemnitees as described herein are parties in any proceeding (legal, administrative, or otherwise), the LESSEE shall, at the request of the COUNTY, defend the indemnitees with qualified counsel that the COUNTY determines, in its sole and absolute discretion, is acceptable to the COUNTY, unless the COUNTY, in its sole and absolute discretion, undertakes legal representation, in which event the LESSEE shall reimburse the COUNTY for the expenses whatsoever (incurred by it in defending such proceeding, including reasonable attorneys’ fees fees, expert and expenses) consultant’s fees, and investigative and court costs. In the event that any monetary sum is awarded against the COUNTY and all claimsthe LESSEE because of the concurrent negligence of the COUNTY and the LESSEE or their respective officers, suits and judgments which any Indemnified Party may sufferdirectors, as a result of or with respect to: (a) any Environmental Claim relating to or arising from the Property; (b) the violation of any Environmental Law in connection with the Property; (c) any releasesuccessors, spillassigns, subcontractors, sublessees, or the presence employees, an apportionment of any Hazardous Materials affecting the Property; and (d) the presence at, in, on or under, or the release, escape, seepage, leakage, discharge or migration at or from, the Property of any Hazardous Materials, whether or not liability to pay such condition was known or unknown to Borrower; provided that, in each case, Borrower award shall be relieved made by a court of its competent jurisdiction. Both the COUNTY and the LESSEE agree that neither party shall request a jury apportionment. Nothing stated in this Lease and in this indemnity obligation under this subsection if any of the matters referred to in clauses (a) through (d) above did not occur (but need not have been discovered) prior to (1) the foreclosure of the Security Instrument, (2) the delivery by Borrower to Lender or its designee of a deed-in-lieu of foreclosure with respect to the Property, or (3) Lender’s or its designee’s taking possession and control of the Property after the occurrence of an Event of Default hereunder. If any such action or other proceeding shall be brought against Lender, upon written notice from Borrower construed as authorizing any award of attorney’s fees in any action to Lender (given reasonably promptly following Lender’s notice to Borrower enforce the terms of such action or proceeding), Borrower this Lease. The rights and obligations set forth in this indemnification shall be entitled to assume survive the defense thereof, at Borrower’s expense, with counsel reasonably acceptable to Lender; provided, however, Lender may, at its own expense, retain separate counsel to participate in such defense, but such participation shall not be deemed to give Lender a right to control such defense, which right Borrower expressly retains. Notwithstanding the foregoing, each Indemnified Party shall have the right to employ separate counsel at Borrower’s expense if, in the reasonable opinion termination and/or expiration of legal counsel, a conflict or potential conflict exists between the Indemnified Party and Borrower that would make such separate representation advisable. Borrower shall have no obligation to indemnify an Indemnified Party for damage or loss resulting from such Indemnified Party’s gross negligence or willful misconductthis Lease.

Environmental Indemnification. Without limiting the generality of Section 13.02, in consideration of the execution and delivery of this Agreement by the Lenders and the making of the Loans, the Borrower shall protecthereby indemnifies, indemnifyexonerates and holds the Lenders and each of their respective officers, savedirectors, defendemployees and agents (collectively, the "Indemnified Parties") free and hold harmless the Indemnified Parties from and against any and all liability, loss, damage, actions, causes of action, costs or suits, losses, costs, liabilities and damages, and expenses whatsoever incurred in connection therewith (irrespective of whether any such Indemnified Party is a party to the action for which indemnification hereunder is sought), including reasonable attorneys’ ' fees and expenses) and disbursements (collectively, the "Environmental Liabilities"), incurred by the Indemnified Parties or any and all claims, suits and judgments which any Indemnified Party may suffer, of them as a result of of, or with respect arising out of, or relating to: : (a) any Environmental Claim investigation, litigation or proceeding related to any environmental cleanup, audit, compliance or other matter relating to the protection of the environment or arising from the Propertyrelease by any Company of any Hazardous Material; or (b) the violation of any Environmental Law in connection with the Property; (c) any release, spill, or the presence of any Hazardous Materials affecting the Property; and (d) the presence at, in, on or under, or the release, escape, seepage, leakage, discharge spillage, discharge, emission, discharging or migration at or releases from, the Property any real property owned or operated by any Company of any Hazardous MaterialsMaterial (including any losses, liabilities, damages, injuries, costs, expense or claims asserted or arising under any Environmental Law), regardless of whether caused by, or not such condition was known or unknown to Borrowerwithin the control of, any Company; provided thatexcept, in each case, for any such Environmental Liabilities arising for the account of a particular Indemnified Party by reason of the relevant Indemnified Party's negligence or misconduct, and if and to the extent that the foregoing undertaking may be unenforceable for any reason, the Borrower shall be relieved agrees to make the maximum contribution to the payment and satisfaction of its obligation each of the Environmental Liabilities which is permissible under applicable law. Notwithstanding anything to the contrary herein contained, the obligations and liabilities under this subsection if any of the matters referred to Section shall survive and continue in clauses (a) through (d) above did not occur (but need not have been discovered) prior to (1) the foreclosure of the Security Instrument, (2) the delivery by Borrower to Lender or its designee of a deed-in-lieu of foreclosure with respect to the Property, or (3) Lender’s or its designee’s taking possession full force and control of the Property after the occurrence of an Event of Default hereunder. If any such action or other proceeding shall be brought against Lender, upon written notice from Borrower to Lender (given reasonably promptly following Lender’s notice to Borrower of such action or proceeding), Borrower shall be entitled to assume the defense thereof, at Borrower’s expense, with counsel reasonably acceptable to Lender; provided, however, Lender may, at its own expense, retain separate counsel to participate in such defense, but such participation effect and shall not be deemed to give terminated, discharged or released in whole or in part irrespective of whether all the Obligations have been paid in full or the Commitments have been terminated and irrespective of any foreclosure of any mortgage, deed of trust or collateral assignment on any real property or acceptance by any Lender of a right to control such defense, which right Borrower expressly retains. Notwithstanding the foregoing, each Indemnified Party shall have the right to employ separate counsel at Borrower’s expense if, deed or assignment in the reasonable opinion lieu of legal counsel, a conflict or potential conflict exists between the Indemnified Party and Borrower that would make such separate representation advisable. Borrower shall have no obligation to indemnify an Indemnified Party for damage or loss resulting from such Indemnified Party’s gross negligence or willful misconductforeclosure.

Environmental Indemnification. Mezzanine Borrower shall protect, indemnify, save, defend, and hold harmless the Indemnified Parties from and against any and all liability, loss, damage, actions, causes of action, costs or expenses whatsoever (including reasonable attorneys’ ' fees and expenses) and any and all claims, suits and judgments which any Indemnified Party may suffer, as a result of or with respect to: (a) any Environmental Claim relating to or arising from the Property; (b) the violation of any Environmental Law in connection with the Property; (c) any release, spill, or the presence of any Hazardous Materials Substances affecting the Property; and (d) the presence at, in, on or under, or the release, escape, seepage, leakage, discharge or migration at or from, the Property of any Hazardous MaterialsSubstances, whether or not such condition was known or unknown to Mezzanine Borrower; provided that, in each case, Mezzanine Borrower shall be relieved of its obligation under this subsection if any of the matters referred to in clauses (a) through (d) above did not occur (but need not have been discovered) prior to (1) the foreclosure of the Security Instrument, (2) the delivery by Borrower to Lender or its designee of a deed-in-lieu of foreclosure with respect to the Property, or (3) Lender’s or its designee’s taking possession and control of the Property after the occurrence of an Event of Default hereunderPledge. If any such action or other proceeding shall be brought against Mezzanine Lender, upon written notice from Mezzanine Borrower to Mezzanine Lender (given reasonably promptly following Mezzanine Lender’s 's notice to Mezzanine Borrower of such action or proceeding), Mezzanine Borrower shall be entitled to assume the defense thereof, at Mezzanine Borrower’s 's expense, with counsel reasonably acceptable to Mezzanine Lender; provided, however, Mezzanine Lender may, at its own expense, retain separate counsel to participate in such defense, but such participation shall not be deemed to give Mezzanine Lender a right to control such defense, which right Mezzanine Borrower expressly retains. Notwithstanding the foregoing, each Indemnified Party shall have the right to employ separate counsel at Mezzanine Borrower’s 's reasonable expense if, in the reasonable opinion of legal counsel, a conflict or potential conflict exists between the Indemnified Party and Mezzanine Borrower that would make such separate representation advisable. Notwithstanding anything set forth herein, Mezzanine Borrower shall have no obligation to indemnify an Indemnified Party for damage or loss resulting from such Indemnified Party’s 's gross negligence or willful misconduct.

Environmental Indemnification. Borrower Mezzanine Borrower, at its sole cost and expense, shall protect, indemnify, save, defenddefend (at trial and at appellate levels and with attorneys, consultants and experts selected by Mezzanine Borrower and reasonably acceptable to Indemnified Parties), and hold harmless the Indemnified Parties from and against any and all liability, loss, lien, damage, obligations, settlement payments, penalties, assessments, citations, directives, litigation, actions, demands, defenses, proceedings, causes of action, costs costs, disbursements, or expenses of any kind or of any nature whatsoever (including including, without limitation, but subject to the provisions hereof, reasonable attorneys’, consultants’ and experts’ fees and expensesdisbursements reasonably incurred in investigating, defending against, settling or prosecuting any claim, litigation or proceeding) and any and all claims, suits and judgments which may at any time be imposed upon, incurred by or asserted or awarded against any Indemnified Party may sufferor any Individual Property, as a result of or with respect toto or arising from or out of: (a) any Environmental Claim relating to or arising from the Property; (b) the violation of any Environmental Law in connection with the Property; (c) any actual or threatened release, spill, or the presence of any Hazardous Materials affecting the Property; and (d) the presence at, in, on or under, or the release, escape, seepage, leakage, discharge or migration at or from, the Property of any Hazardous Materials, whether or not such condition was known or unknown to Mezzanine Borrower; (e) the actual or threatened presence, release, seepage, leakage, discharge or migration of Hazardous Materials at any other location if the Hazardous Materials were generated, treated, stored, transported or disposed of by or on behalf of the Mortgage Borrower or Mezzanine Borrower; (f) the failure of Mezzanine Borrower to comply fully with the terms and conditions of this Article XII; or (g) the enforcement of this Article XII, including, without limitation, (i) the reasonable costs of assessment, containment and/or removal of any and all Hazardous Materials from all or any portion of any Individual Property, any adjacent areas, (ii) the costs of any actions taken in response to an actual or threatened release, escape, seepage, leakage, discharge, migration or presence of any Hazardous Materials on, in, under or affecting all or any portion of any Individual Property, any adjacent areas, or any other areas to prevent or minimize such actual or threatened release, escape, seepage, leakage, discharge, migration or presence of any Hazardous Materials so that it does not migrate or otherwise cause or threaten danger to present or future public health, safety, welfare or the environment, and (iii) costs incurred to comply with the Environmental Laws in connection with all or any portion of any Individual Property, any adjacent areas, or any other areas for violations; provided that, in each case, Mezzanine Borrower shall be relieved of its obligation under this subsection if any of the matters referred to in clauses (a) through (dg) above did not occur (but need not have been discovered) prior to (1) the foreclosure of the Security Instrument, Pledge or Mezzco IV Pledge or (2) the delivery by Mezzanine Borrower to Mezzanine Lender or its designee of a deedtransfer-in-lieu of foreclosure with respect to the PropertyOwnership Interests and the delivery by FCP Mezzco Borrower IV, or (3) Lender’s LLC to Mezzanine Lender or its designee’s taking possession and control designee of a transfer-in-lieu of foreclosure with respect to the Property after the occurrence of an Event of Default hereunderMezzco III Ownership Interests. If any such action or other proceeding shall be brought against Mezzanine Lender, upon written notice from Mezzanine Borrower to Mezzanine Lender (given reasonably promptly following Mezzanine Lender’s notice to Mezzanine Borrower of such action or proceeding), Mezzanine Borrower shall be entitled to assume the defense thereof, at Mezzanine Borrower’s expense, with counsel reasonably acceptable to Mezzanine Lender; provided, however, Mezzanine Lender may, at its own expense, retain separate counsel to participate in such defense, but such participation shall not be deemed to give Mezzanine Lender a right to control such defense, which right Mezzanine Borrower expressly retains. Notwithstanding the foregoing, each Indemnified Party shall have the right to employ separate counsel at Mezzanine Borrower’s expense if, in the reasonable opinion of legal counsel, a conflict or potential conflict exists between the Indemnified Party and Mezzanine Borrower that would make such separate representation advisable. Mezzanine Borrower shall have no obligation under this Section 12.4 to indemnify an Indemnified Party for damage any liability, loss, lien, damage, obligations, settlement payments, penalties, assessments, citations, directives, litigation, actions, demands, defenses, proceedings, causes of action, costs, disbursements, or loss expenses of any kind or of any nature whatsoever (including, without limitation, but subject to the provisions hereof, reasonable attorneys’, consultants’ and experts’ fees and disbursements reasonably incurred in investigating, defending against, settling or prosecuting any claim, litigation or proceeding) and any and all claims, suits and judgments resulting from such any Indemnified Party’s gross negligence or willful misconduct.

Environmental Indemnification. Borrower shall protect, 22.1 Subtenant agrees to indemnify, save, defend, defend and hold harmless the Indemnified Parties Sublandlord from and against any and all liabilityliabilities, losslosses, damagedamages, suits, actions, causes of action, costs or costs, expenses whatsoever (including without limitation reasonable attorneys’ ' fees and expensesdisbursements and court costs), penalties, fines, demands, judgments, claims or liens (including without limitation liens or claims imposed under any so-called "Superfund" or other environmental legislation) and any and all claims, suits and judgments which any Indemnified Party may suffer, as a result of or with respect to: (a) any Environmental Claim relating to or arising from the Property; (b) the violation of any Environmental Law or in connection with the Property; (c) any releaseuse, spillstorage, release or the presence discharge by Subtenant of any Hazardous Materials affecting (as hereinafter defined) on the Property; and (d) Sublease Premises and/or the presence at, in, on or under, or the release, escape, seepage, leakage, discharge or migration at or from, the Property of any Hazardous Materials, whether or not such condition was known or unknown to Borrower; provided that, in each case, Borrower shall be relieved of its obligation under this subsection if any of the matters referred to in clauses (a) through (d) above did not occur (but need not have been discovered) prior to (1) the foreclosure of the Security Instrument, (2) the delivery by Borrower to Lender or its designee of a deed-in-lieu of foreclosure with respect to the Property, or (3) Lender’s or its designee’s taking possession and control of the Property after the occurrence of an Event of Default hereunderMaster Premises. If any such action or other proceeding shall be brought against Lender, upon written notice from Borrower to Lender (given reasonably promptly following Lender’s notice to Borrower of such action or proceeding), Borrower shall be entitled to assume the defense thereof, at Borrower’s expense, with counsel reasonably acceptable to Lender; provided, however, Lender may, at its own expense, retain separate counsel to participate in such defense, but such participation shall not be deemed to give Lender a right to control such defense, which right Borrower expressly retains. Notwithstanding the foregoing, each Indemnified Party Subtenant shall have the right to employ separate counsel at Borrower’s expense ifassume exclusive control of the defense of any such suit, action or claim, and Sublandlord agrees to cooperate reasonably with Subtenant in the performance by Subtenant of its obligations under this Section. 22.2 Sublandlord agrees to indemnify, defend and hold harmless Subtenant from and against any and all liabilities, losses, damages, suits, actions, causes of action, costs, expenses (including without limitation reasonable opinion attorneys' fees and disbursements and court costs), penalties, fines, demands, judgments, claims or liens (including without limitation claims or liens imposed under any so-called "Superfund" or other environmental legislation) arising from or in connection with the presence at the time of legal counselSubtenant's taking possession of the Sublease Premises of Hazardous Materials on, a conflict or potential conflict exists between the Indemnified Party and Borrower that would make such separate representation advisablesubsequent removal thereof from, the Master Premises (including without limitation the Sublease Premises). Borrower Sublandlord shall have no obligation the right to indemnify an Indemnified Party for damage assume exclusive control of the defense of any such suit, action or loss resulting from such Indemnified Party’s gross negligence claim, and Subtenant agrees to cooperate reasonably with Sublandlord in the performance by Sublandlord of its obligations under this Section. 22.3 For purposes of this Article 22, the term "Hazardous Materials" shall include without limitation any petroleum product, any flammable, explosive or willful misconduct.radioactive material, or any hazardous or toxic waste, substance or material, including without limitation substances defined as "hazardous substances", "hazardous materials," "solid waste" or "toxic substances" under any applicable laws relating to hazardous or toxic materials and substances, air pollution (including noise and odors), water pollution, liquid and solid waste, pesticides, drinking water, community and employee health, environmental land use management, stormwater, sediment control, nuisances, radiation, wetlands, endangered species, environmental permitting and petroleum products, which laws may include, but not be limited to, the Federal Insecticide, Fungicide, and Rodenticide Act, as amended; the Toxic Substances Control Act; the Clean Water Act; the National Environmental Policy Act, as amended; the Solid Waste Disposal Act, as amended; the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986; the Hazardous Materials Transportation Act, as amended; the Resource Conservation and Recovery Act, as amended; the Clean Air Act, as amended; the Emergency Planning and Community

Environmental Indemnification. Borrower shall protect, indemnify, save, defend, and hold harmless the Indemnified Parties from and against any and all liability, loss, damage, actions, causes of action, costs or expenses whatsoever (including reasonable attorneys’ ' fees and expenses) and any and all claims, suits and judgments which any Indemnified Party may suffer, as a result of or with respect to: (a) any Environmental Claim relating to or arising from the Property; (b) the violation of any Environmental Law in connection with the Property; (c) any release, spill, or the presence of any Hazardous Materials Substances affecting the Property; and (d) the presence at, in, on or under, or the release, escape, seepage, leakage, discharge or migration at or from, the Property of any Hazardous MaterialsSubstances, whether or not such condition was known or unknown to Borrower; provided that, in each case, Borrower shall be relieved of its obligation under this subsection if any of the matters referred to in clauses (a) through (d) above did not occur (but need not have been discovered) prior to (1) the foreclosure of the Security Instrument, (2) the delivery by Borrower to Lender or its designee of a deed-in-lieu of foreclosure with respect to the Property, or (3) Lender’s 's or its designee’s 's taking possession and control of the Property after the occurrence of an Event of Default hereunder. If any such action or other proceeding shall be brought against Lender, upon written notice from Borrower to Lender (given reasonably promptly following Lender’s 's notice to Borrower of such action or proceeding), Borrower shall be entitled to assume the defense thereof, at Borrower’s 's expense, with counsel reasonably acceptable to Lender; provided, however, Lender may, at its own expense, retain separate counsel to participate in such defense, but such participation shall not be deemed to give Lender a right to control such defense, which right Borrower expressly retains. Notwithstanding the foregoing, each Indemnified Party shall have the right to employ separate counsel at Borrower’s 's reasonable expense if, in the reasonable opinion of legal counsel, a conflict or potential conflict exists between the Indemnified Party and Borrower that would make such separate representation advisable. Notwithstanding anything set forth herein, Borrower shall have no obligation to indemnify an Indemnified Party for damage or loss resulting from such Indemnified Party’s 's gross negligence or willful misconduct.

Environmental Indemnification. The Borrower shall protect, indemnify, savereimburse, defend, and hold harmless the Lender, Collateral Agent and each of its respective parents, subsidiaries, Affiliates, directors, officers, employees, representatives, agents, successors, assigns and attorneys (collectively, the "Indemnified Parties from Parties") for, from, and against any and all liabilitydemands, lossclaims, damage, actions, actions or causes of action, assessments, losses, damages, liabilities, costs or and expenses whatsoever (including including, without limitation, interest, penalties, reasonable attorneys’ fees ' fees, disbursements and expenses) , and reasonable consultants' fees, disbursements and expenses (but excluding internal overhead, administrative and similar costs of the Lender and the Collateral Agent)), asserted against, resulting to, imposed on, or incurred by any Indemnified Party, directly or indirectly, in connection with any of the following (except to the extent same are directly and all claimssolely caused by the fraud, suits and judgments which bad faith, gross negligence or willful misconduct of any Indemnified Party may suffer, as a result of or and except that any Indemnified Party shall not be indemnified against claims resulting from actions taken with respect to investigation or remediation of any REO Property, Additional Mortgageable Collateral or Mortgaged Property after the Lender forecloses its Lien or security interest upon such REO Property or Additional Mortgageable Collateral unless and to the extent such indemnification relates to any of the following which occurred while the Borrower owned such REO Property or Additional Mortgageable Collateral): (i) events, circumstances, or conditions which are alleged to: , or do, form the basis for an Environmental Claim; (aii) any pollution or threat to human health or the environment that is related in any way to the Borrower's or any previous owner's or operator's management, use, control, ownership or operation of such REO Property or Additional Mortgageable Collateral (including, without limitation, all on-site and off-site activities involving Hazardous Substances), and whether occurring, existing or arising prior to or from and after the date hereof, and whether or not the pollution or threat to human health or the environment is described in the Environmental Reports; (iii) any Environmental Claim relating to against any Person whose liability for such Environmental Claim the Borrower has or arising from the Propertymay have assumed or retained either contractually or by operation of law; or (biv) the violation breach of any Environmental Law representation, warranty or covenant set forth in connection with the Property; (cSection 4.3(F) any release, spill, or the presence of any Hazardous Materials affecting the Property; and (d) the presence at, in, on or under, or the release, escape, seepage, leakage, discharge or migration at or from, the Property of any Hazardous Materials, whether or not such condition was known or unknown to Borrower; provided that, in each case, Borrower shall be relieved of its obligation under this subsection if any of the matters referred to in clauses (aSections 5.1(D) through (d) above did not occur (but need not have been discovered) prior to (1) the foreclosure of the Security Instrument, (2) the delivery by Borrower to Lender or its designee of a deed-in-lieu of foreclosure with respect to the Property, or (3) Lender’s or its designee’s taking possession and control of the Property after the occurrence of an Event of Default hereunder. If any such action or other proceeding shall be brought against Lender, upon written notice from Borrower to Lender (given reasonably promptly following Lender’s notice to Borrower of such action or proceeding5.1(I), Borrower shall be entitled to assume the defense thereof, at Borrower’s expense, with counsel reasonably acceptable to Lender; provided, however, Lender may, at its own expense, retain separate counsel to participate in such defense, but such participation shall not be deemed to give Lender a right to control such defense, which right Borrower expressly retains. Notwithstanding the foregoing, each Indemnified Party shall have the right to employ separate counsel at Borrower’s expense if, in the reasonable opinion of legal counsel, a conflict or potential conflict exists between the Indemnified Party and Borrower that would make such separate representation advisable. Borrower shall have no obligation to indemnify an Indemnified Party for damage or loss resulting from such Indemnified Party’s gross negligence or willful misconduct.

Environmental Indemnification. Borrower shall protect(a) Notwithstanding anything to the contrary in this ARTICLE XIII, indemnify, save, defend, and hold harmless the Indemnified Parties from and against any and all liability, loss, damage, actions, causes of action, costs or expenses whatsoever (including reasonable attorneys’ fees and expensesBuyer agrees that the Buyer’s right to indemnification pursuant to Section 13.2(a) and any and all claims, suits and judgments which any Indemnified Party may suffer, as a result of breaches of representations and warranties contained in Section 4.20 (Environmental Matters) or with respect to: to Retained Liabilities (abut only with respect to subsections (vi) and (vii) of the definition thereof) (collectively, “Environmental Breach”), shall be the sole and exclusive remedies (including any contribution Action) of the Buyer with respect to any Environmental Claim relating Matters whatsoever. Notwithstanding anything to or arising from the Property; contrary in this ARTICLE XIII, the Seller agrees that the Seller’s right to indemnification pursuant to Section 13.2(a) with respect to Assumed Liabilities (but only with respect to subsections (x) of the definition thereof), shall be the sole and exclusive remedies (including any contribution Action) of the Seller with respect to any Environmental Matters whatsoever. (b) Notwithstanding any provisions herein to the violation contrary, in respect of any Environmental Law in connection with the Property; (c) any release, spill, or the presence of any Hazardous Materials affecting the Property; and (d) the presence at, in, on or under, or the release, escape, seepage, leakage, discharge or migration at or fromBreach for which a Valid Claim Notice has been submitted by an indemnified party, the Property of any Hazardous Materials, whether or not such condition was known or unknown to Borrower; provided that, in each case, Borrower shall be relieved of its obligation under this subsection if any of the matters referred to in clauses (a) through (d) above did not occur (but need not have been discovered) prior to (1) the foreclosure of the Security Instrument, (2) the delivery by Borrower to Lender or its designee of a deed-in-lieu of foreclosure with respect to the Property, or (3) Lender’s or its designee’s taking possession and control of the Property after the occurrence of an Event of Default hereunder. If any such action or other proceeding shall be brought against Lender, upon written notice from Borrower to Lender (given reasonably promptly following Lender’s notice to Borrower of such action or proceeding), Borrower indemnifying party shall be entitled to assume undertake and control all Remedial Action with respect thereto, and the indemnified party shall be entitled to participate fully in all substantive deliberations regarding the Environmental Breach and any Remedial Action with respect thereto. The Seller shall only be responsible for Remedial Actions that are required to be undertaken by an Environmental Law and only for such Remedial Action as represents the least stringent response required by an Environmental Law based on the use of the property as of the Closing Date and may include the imposition of institutional or engineering controls provided that such controls do not result in any material interference with the operation of the Business Unit as of the Closing Date. As used in this Agreement, “Remedial Action” means the defense thereofof any Action, at Borrower’s expensethe investigation, with counsel reasonably acceptable removal or remediation of Hazardous Materials, and the obtaining of any Environmental Permits, all to Lender; providedthe extent arising under, howeverand required by, Lender may, at its own expense, retain separate counsel to participate in such defense, but such participation shall not be deemed to give Lender a right to control such defense, which right Borrower expressly retains. Notwithstanding the foregoing, each Indemnified Party shall have the right to employ separate counsel at Borrower’s expense if, in the reasonable opinion of legal counsel, a conflict or potential conflict exists between the Indemnified Party and Borrower that would make such separate representation advisable. Borrower shall have no obligation to indemnify an Indemnified Party for damage or loss resulting from such Indemnified Party’s gross negligence or willful misconductany Environmental Law.

Environmental Indemnification. Without limiting the generality of SECTION 14.02, in consideration of the execution and delivery of this Agreement by the Lenders and the making of the Loans, the Borrower shall protecthereby indemnifies, indemnifyexonerates and holds the Lenders and each of their respective officers, savedirectors, defendemployees and agents (collectively, the "INDEMNIFIED PARTIES") free and hold harmless the Indemnified Parties from and against any and all liability, loss, damage, actions, causes of action, costs or suits, losses, costs, liabilities and damages, and expenses whatsoever incurred in connection therewith (irrespective of whether any such Indemnified Party is a party to the action for which indemnification hereunder is sought), including reasonable attorneys’ ' fees and expenses) and disbursements (collectively, the "INDEMNIFIED LIABILITIES"), incurred by the Indemnified Parties or any and all claims, suits and judgments which any Indemnified Party may suffer, of them as a result of of, or with respect arising out of, or relating to: : (a) any Environmental Claim investigation, litigation or proceeding related to any environmental cleanup, audit, compliance or other matter relating to the protection of the environment or arising from the Propertyrelease by any Company of any Hazardous Material; or (b) the violation of any Environmental Law in connection with the Property; (c) any release, spill, or the presence of any Hazardous Materials affecting the Property; and (d) the presence at, in, on or under, or the release, escape, seepage, leakage, discharge spillage, discharge, emission, discharging or migration at or releases from, the Property any real property owned or operated by any Company of any Hazardous MaterialsMaterial (including any losses, liabilities, damages, injuries, costs, expense or claims asserted or arising under any Environmental Law), regardless of whether caused by, or not within the control of, any Company; except for any such condition was known Indemnified Liabilities arising for the account of a particular Indemnified Party by reason of the relevant Indemnified Party's negligence or unknown misconduct, and if and to Borrower; provided thatthe extent that the foregoing undertaking may be unenforceable for any reason, in the Borrower agrees to make the maximum contribution to the payment and satisfaction of each caseof the Indemnified Liabilities which is permissible under applicable law. Notwithstanding anything to the contrary herein contained, Borrower shall be relieved of its obligation the obligations and liabilities under this subsection if any of the matters referred to Section shall survive and continue in clauses (a) through (d) above did not occur (but need not have been discovered) prior to (1) the foreclosure of the Security Instrument, (2) the delivery by Borrower to Lender or its designee of a deed-in-lieu of foreclosure with respect to the Property, or (3) Lender’s or its designee’s taking possession full force and control of the Property after the occurrence of an Event of Default hereunder. If any such action or other proceeding shall be brought against Lender, upon written notice from Borrower to Lender (given reasonably promptly following Lender’s notice to Borrower of such action or proceeding), Borrower shall be entitled to assume the defense thereof, at Borrower’s expense, with counsel reasonably acceptable to Lender; provided, however, Lender may, at its own expense, retain separate counsel to participate in such defense, but such participation effect and shall not be deemed to give terminated, discharged or released in whole or in part irrespective of whether all the Obligations have been paid in full or the Commitments have been terminated and irrespective of any foreclosure of any mortgage, deed of trust or collateral assignment on any real property or acceptance by any Lender of a right to control such defense, which right Borrower expressly retains. Notwithstanding the foregoing, each Indemnified Party shall have the right to employ separate counsel at Borrower’s expense if, deed or assignment in the reasonable opinion lieu of legal counsel, a conflict or potential conflict exists between the Indemnified Party and Borrower that would make such separate representation advisable. Borrower shall have no obligation to indemnify an Indemnified Party for damage or loss resulting from such Indemnified Party’s gross negligence or willful misconductforeclosure.

Environmental Indemnification. Borrower (i) The Tenant shall protect, indemnify, saverelease, defenddischarge, defend and hold the Landlord harmless from and against, and hold harmless the Indemnified Parties from and against shall assume, any and all liabilityliability including, losswithout limitation, damageall liability for reporting, actionsassessment, causes of actioninvestigation, removal and remediation, and all costs or expenses whatsoever (including reasonable attorneys’ fees and expenses) , arising out of, as a result of, or in connection with any failure of the Tenant or its employees, agents or assigns, to comply with any of the Laws and any and all claimscontamination or the results thereof in the air, suits soil, and judgments ground water at the Premises and the Real Estate, or at a disposal site to which waste materials generated by the Tenant at the Premises or the Real Estate, or elsewhere, were disposed, as well as any Indemnified Party may sufferand all releases of contamination from the Premises or the Real Estate caused by or contributed to by the Tenant during the Term and the Tenant’s possession of the Premises. However, Tenant’s indemnification and other obligations to Landlord in the immediately preceding sentence due to releases of contamination from the Premises contributed by Tenant shall be limited to the proportion that the contamination of the Premises contributed by Tenant bears to the total amount of contamination of the Premises. The Tenant’s obligations under this paragraph shall arise on the discovery of any violation of or non-compliance with any Law by the Tenant, or the contamination of the Premises or the Real Estate, whether or not any federal, state or local agency has taken or threatened any action. The foregoing indemnification of Landlord by Tenant shall be limited to any liability directly associated with the change of condition of the Land or the Premises after the Commencement Date. (ii) Landlord shall indemnify, release, discharge, defend and hold Tenant harmless from and against, and shall assume any and all liability including, without limitation, all liability for reporting assessment, investigation, removal and remediation and all costs and expenses, arising out of, as a result of of, or with respect to: (a) any Environmental Claim relating to or arising from the Property; (b) the violation of any Environmental Law in connection with with, any Hazardous Substances existing, prior to the Property; (c) Commencement Date, in or on the Land any release, spill, and all contamination or the presence of any Hazardous Materials affecting the Property; and (d) the presence at, in, on or under, or the release, escape, seepage, leakage, discharge or migration at or from, the Property of any Hazardous Materials, whether or not such condition was known or unknown to Borrower; provided that, in each case, Borrower shall be relieved of its obligation under this subsection if any of the matters referred to in clauses (a) through (d) above did not occur (but need not have been discovered) prior to (1) the foreclosure of the Security Instrument, (2) the delivery by Borrower to Lender or its designee of a deed-in-lieu of foreclosure with respect to the Property, or (3) Lender’s or its designee’s taking possession and control of the Property after the occurrence of an Event of Default hereunder. If any such action or other proceeding shall be brought against Lender, upon written notice from Borrower to Lender (given reasonably promptly following Lender’s notice to Borrower of such action or proceeding), Borrower shall be entitled to assume the defense thereof, at Borrower’s expense, with counsel reasonably acceptable to Lender; provided, however, Lender may, at its own expense, retain separate counsel to participate in such defense, but such participation shall not be deemed to give Lender a right to control such defense, which right Borrower expressly retains. Notwithstanding the foregoing, each Indemnified Party shall have the right to employ separate counsel at Borrower’s expense if, results thereof in the reasonable opinion of legal counselair, a conflict soil and ground water in or potential conflict exists between on the Indemnified Party and Borrower that would make such separate representation advisable. Borrower shall have no obligation to indemnify an Indemnified Party for damage or loss resulting from such Indemnified Party’s gross negligence or willful misconductLand.

Environmental Indemnification. Borrower shall protectIn consideration of the execution and delivery of this Agreement by the Metal Supplier and the making of consignments and other extensions of credit, indemnifyeach Customer hereby indemnifies, saveexonerates and holds the Metal Supplier and each of its officers, defenddirectors, employees and hold agents (collectively, the “Indemnified Parties”) free and harmless the Indemnified Parties from and against any and all liability, loss, damage, actions, causes of action, costs or suits, losses, costs, liabilities and damages, and expenses whatsoever incurred in connection therewith (irrespective of whether any such Indemnified Party is a party to the action for which indemnification hereunder is sought), including reasonable attorneys’ fees and expenses) and disbursements (collectively, the “Indemnified Liabilities”), incurred by the Indemnified Parties or any and all claims, suits and judgments which any Indemnified Party may suffer, of them as a result of of, or with respect arising out of, or relating to: : (a) any Environmental Claim investigation, litigation or proceeding related to any environmental cleanup, audit, compliance or other matter relating to the protection of the environment or arising from the Propertyrelease by the Customers of any Hazardous Material; or (b) the violation of any Environmental Law in connection with the Property; (c) any release, spill, or the presence of any Hazardous Materials affecting the Property; and (d) the presence at, in, on or under, or the release, escape, seepage, leakage, discharge spillage, discharge, emission, discharging or migration at or releases from, the Property any real property owned or operated by any Customer of any Hazardous MaterialsMaterial (including any losses, liabilities, damages, injuries, costs, expense or claims asserted or arising under any Environmental Law), regardless of whether caused by, or not such condition was known or unknown to Borrowerwithin the control of, a Customer; provided thatexcept, in each casecase arising by reason of an Indemnified Party’s negligence or misconduct. If and to the extent that the foregoing undertaking may be unenforceable for any reason, Borrower shall be relieved the Customer agrees to make the maximum contribution to the payment and satisfaction of its obligation each of the Indemnified Liabilities which is permissible under applicable law. Notwithstanding anything to the contrary herein contained, the obligations and liabilities under this subsection if any of the matters referred to Section shall survive and continue in clauses (a) through (d) above did not occur (but need not have been discovered) prior to (1) the foreclosure of the Security Instrument, (2) the delivery by Borrower to Lender or its designee of a deed-in-lieu of foreclosure with respect to the Property, or (3) Lender’s or its designee’s taking possession full force and control of the Property after the occurrence of an Event of Default hereunder. If any such action or other proceeding shall be brought against Lender, upon written notice from Borrower to Lender (given reasonably promptly following Lender’s notice to Borrower of such action or proceeding), Borrower shall be entitled to assume the defense thereof, at Borrower’s expense, with counsel reasonably acceptable to Lender; provided, however, Lender may, at its own expense, retain separate counsel to participate in such defense, but such participation effect and shall not be deemed to give Lender a right to control such defenseterminated, which right Borrower expressly retains. Notwithstanding discharged or released in whole or in part irrespective of whether all the foregoing, each Indemnified Party shall Obligations have been paid in full or the right to employ separate counsel at Borrower’s expense if, in the reasonable opinion of legal counsel, a conflict or potential conflict exists between the Indemnified Party and Borrower that would make such separate representation advisable. Borrower shall Commitments have no obligation to indemnify an Indemnified Party for damage or loss resulting from such Indemnified Party’s gross negligence or willful misconductbeen terminated.

Environmental Indemnification. Borrower shall protect, (a) Seller hereby agrees to indemnify, save, defend, defend and hold harmless the Indemnified Parties Buyer Group from and against any and all liabilityLosses resulting from, lossarising out of, damage, actions, causes of action, costs or expenses whatsoever in connection with (including reasonable attorneys’ fees and expenses) and any and all claims, suits and judgments which any Indemnified Party may suffer, as a result of or with respect to: (ai) any Environmental Claim relating to alleged or arising from the Property; (b) the actual violation of any Environmental Law by the Subsidiary or its former subsidiaries prior to the Closing Date, (ii) any Environmental Condition affecting any of the Properties on or prior to the Closing Date or affecting any Former Facility on or prior to the date the Subsidiary or one of its former subsidiaries sold, discontinued use of or otherwise disposed of such Former Facility, (iii) any breach or inaccuracy by Seller of any representation or warranty contained in Section 3.18, (iv) any Cleanup Costs, including reasonable fees and expenses of attorneys and other professional advisors and consultants, and (v) any Loss in connection with the Property; any investigation, removal or remedial activity or corrective action (c"Response Action") any release, spillinitiated or ordered by, or resulting from a negotiated settlement with, any governmental agency or private third party relating to the presence presence, disposal, release or discharge of any Hazardous Materials affecting for which the Property; and (d) the presence at, in, on Subsidiary or under, or the release, escape, seepage, leakage, discharge or migration at or from, the Property of any Hazardous Materials, whether or not such condition was known or unknown to Borrower; provided that, in each case, Borrower shall be relieved of its obligation under former (i) any notice of claims for indemnification with respect to any Environmental Losses pursuant to this subsection if any of the matters referred to in clauses (a) through (d) above did not occur (but need not have been discovered) Section 9.4 will be given prior to (1A) the foreclosure fourth anniversary of the Security Instrument, (2) the delivery by Borrower to Lender or its designee of a deed-in-lieu of foreclosure Closing Date with respect to Environmental Losses relating to the Property, or Former Facilities and (3B) Lender’s or its designee’s taking possession and control the second anniversary of the Property after Closing Date with respect to all other Environmental Losses (the occurrence of an Event of Default hereunder. If any such action or other proceeding shall be brought against Lender, upon written notice from Borrower to Lender (given reasonably promptly following Lender’s notice to Borrower of such action or proceeding"Other Environmental Losses"), Borrower shall be entitled and (ii) any claim with respect to assume any Environmental Losses pursuant to this Section 9.4 as to which timely notice complying with the defense thereof, at Borrower’s expense, with counsel reasonably acceptable to Lender; provided, however, Lender may, at its own expense, retain separate counsel to participate in such defense, but such participation shall foregoing clause (i) has not been given may not be deemed to give Lender a right to control such defense, which right Borrower expressly retains. Notwithstanding the foregoing, each Indemnified Party shall have the right to employ separate counsel at Borrower’s expense if, in the reasonable opinion of legal counsel, a conflict or potential conflict exists between the Indemnified Party pursued and Borrower that would make such separate representation advisable. Borrower is hereby irrevocably waived. (c) Seller shall have no obligation to indemnify Buyer Group for any Environmental Losses relating to the Former Facilities unless and until the aggregate amount of claims for Environmental Losses relating to the Former Facilities exceeds $500,000 (the "Former Facilities Environmental Threshold") and then only to the following extent: 90% of any Environmental Losses relating to the Former Facilities in excess of the Former Facilities Environmental Threshold. (d) Seller shall have no obligation to indemnify Buyer Group for any Other Environmental Losses unless and until the aggregate amount of claims for Other Environmental Losses exceeds $1,500,000 (the "Other Environmental Threshold") and then only to the following extent: 90% of any Other Environmental Losses in excess of the Other Environmental Threshold. (e) This Article IX represents the exclusive remedy of Buyer Group relating to Environmental Losses and precludes any assertion by such persons against Seller of any claim regarding environmental liabilities or matters in contract, law (including, without limitation, any Environmental Law) or equity for injunctive or declarative relief, damages or contribution. (f) After obtaining knowledge of any matter which could form the basis for a claim for an Indemnified Party Environmental Loss under this Section 9.4, Buyer or the Subsidiary shall promptly give notice to Seller of all material information and shall provide copies of any and all material notices, correspondence, orders, work plans or other documents received from or sent to any governmental agency or third party that relate to environmental matters that could form the basis for damage such claim; and Buyer or loss resulting from the Subsidiary shall otherwise keep Seller fully informed, and permit Seller an opportunity to review and comment upon such Indemnified Party’s gross negligence matters, (g) Any dispute relating to the indemnification obligations of Seller under this Section 9.4 or willful misconductthe performance by each of the parties of the respective obligations under this Section 9.4, which is not resolved after the parties' attempt at amicable negotiations, will be finally settled by arbitration pursuant to Section 10.8 hereof. (h) Except for the last sentence of Section 9.5, the provisions of Section 9.5 regarding limits on indemnification do not apply to claims for indemnification made under this Section 9.4.

Environmental Indemnification. (i) The Borrower shall protect, indemnify, save, defend, hereby agrees to indemnify and hold the Indemnitees harmless the Indemnified Parties from and against any and all claims, losses, liability, loss, damage, actions, causes damages and injuries of action, costs any kind whatsoever asserted against any Indemnitee with respect to or expenses whatsoever (including reasonable attorneys’ fees and expenses) and any and all claims, suits and judgments which any Indemnified Party may suffer, as a direct result of or with respect to: (a) any Environmental Claim relating to or arising from the Property; (b) the violation of any Environmental Law in connection with the Property; (c) any release, spill, or the presence of any Hazardous Materials affecting the Property; and (d) the presence at, in, on or under, or the releasepresence, escape, seepage, leakagespillage, release, leaking, discharge or migration at from the Vessels or from, other properties owned or operated by the Property Borrower or the Guarantors of any Hazardous MaterialsSubstance, including without limitation, any claims asserted or arising under any applicable environmental, health and safety laws, codes and ordinances, and all rules and regulations promulgated thereunder of all Governmental Agencies, whether or not such condition was known caused by or unknown within the control of the Borrower. (ii) It is the parties’ understanding that neither the Agent, the Lenders nor any other Indemnitee does now, has never and does not intend in the future to Borrower; provided thatexercise any operational control or maintenance over the Vessels or any other properties owned or operated by the Borrower or the Guarantors, nor has any of them in each casethe past, presently, or intends in the future to, maintain an ownership interest in the Vessels or any other properties owned or operated by the Borrower or the Guarantors except as may arise upon enforcement of the Agent’s rights under the Mortgages or the Security Agreement. (iii) Should, however, the Agent, the Lenders or any other Indemnitee hereafter exercise any ownership interest in or operational control over the Vessels or any other properties owned or operated by the Borrower or the Guarantors, e.g., including but not limited to, through foreclosure, then the above stated indemnity and hold harmless shall be relieved of its obligation under this subsection if any of the matters referred to in clauses (a) through (d) above did not occur (but need not have been discovered) prior to (1) the foreclosure of the Security Instrument, (2) the delivery by Borrower to Lender or its designee of a deed-in-lieu of foreclosure limited with respect to any actions or failures to act by the PropertyAgent, the Lenders or (3) Lender’s other Indemnitee subsequent to exercising such interest or its designee’s taking possession and control of operational control, to the Property after the occurrence of an Event of Default hereunder. If any extent such action or inaction by the Agent, the Lenders or other proceeding shall be brought against LenderIndemnitee is admitted by the Agent, upon written notice the Lenders or other Indemnitee or is found by a court of competent jurisdiction to have caused or made worse any condition for which liability is asserted, including but not limited to, the presence, escape, seepage, spillage, leaking, discharge or migration on or from the Vessels or other properties owned or operated by the Borrower to Lender or the Guarantors of any Hazardous Substance. (given reasonably promptly following Lender’s notice to Borrower of such action or proceeding), Borrower shall be entitled to assume the defense thereof, at Borrower’s expense, with counsel reasonably acceptable to Lender; provided, however, Lender may, at its own expense, retain separate counsel to participate iv) The indemnity and hold harmless contained in such defense, but such participation this Section 3.2(i) shall not be deemed extend to give Lender a right to control such defensethe Agent, which right Borrower expressly retains. Notwithstanding the foregoing, each Indemnified Party shall have the right to employ separate counsel at Borrower’s expense if, Lenders or any other Indemnitee in its capacity as an equity investor in the reasonable opinion Borrower or the Guarantors or as an owner of legal counsel, any property or interest as to which the Borrower or the Guarantors are also an owner but only to the such Indemnitee’s capacity as a conflict lender or potential conflict exists between the Indemnified Party and Borrower that would make such separate representation advisable. Borrower shall have no obligation to indemnify an Indemnified Party for damage or loss resulting from such Indemnified Party’s gross negligence or willful misconducta holder of security interests.

Environmental Indemnification. (A) Borrower shall protect, indemnify, save, defend, and hold harmless the Indemnified Parties from and against any and all liability, loss, damage, actions, causes of action, costs or expenses whatsoever (including reasonable attorneys’ fees and expenses) and any and all claims, suits and judgments Liabilities which any Indemnified Party may suffer, as a result of or with respect to: (a) any Environmental Claim relating to or arising from the Property; (b) the violation of any Environmental Law in connection with the Property; (c) any release, spill, or the presence of any Hazardous Materials affecting the Property; and (d) the presence at, in, on or under, or the release, escape, seepage, leakage, discharge or migration at or from, the Property of any Hazardous Materials, whether or not such condition was known or unknown to Borrower; provided that. (B) Notwithstanding Section 12.4(A) above, in each caseor any other provision of this Agreement, Borrower shall not be relieved of its obligation liable for any Hazardous Materials first placed on or under this subsection if the Property (or any of the matters referred to in clauses (aportion thereof) through (d) above did not occur (but need not have been discovered) prior to (1) the foreclosure of the Security Instrument, (2) the delivery by Borrower to Lender or its designee of a deed-in-lieu of foreclosure with respect to the Property, or (3) Lender’s or its designee’s taking possession after ownership and control of the Property after has been transferred to a third party following foreclosure or conveyance in lieu of foreclosure (“Transfer of Ownership”); provided, however, that (i) the occurrence existence of an Event any Hazardous Materials placed in, under, over, from or affecting the Property (or such portion thereof), which materials were present prior to Transfer of Default hereunder. Ownership, shall remain subject to Borrower’s indemnification obligations; and (ii) Borrower shall have the burden of proving that such environmental condition occurred subsequent to Transfer of Ownership. (C) If any such action or other proceeding shall be brought against LenderAdministrative Agent, upon written notice from Borrower to Lender Administrative Agent (given reasonably promptly following LenderAdministrative Agent’s notice to Borrower of such action or proceeding), Borrower shall be entitled to assume the defense thereof, at Borrower’s expense, with counsel reasonably acceptable to LenderAdministrative Agent; provided, however, Lender Administrative Agent may, at its own expense, retain separate counsel to participate in such defense, but such participation shall not be deemed to give Lender Administrative Agent a right to control such defense, which right Borrower expressly retains. Notwithstanding the foregoing, each Indemnified Party shall have the right to employ separate counsel at Borrower’s expense if, in the reasonable opinion of legal counsel, a conflict or potential conflict exists between the Indemnified Party and Borrower that would make such separate representation advisable. Borrower shall have no obligation to indemnify an Indemnified Party for damage or loss resulting from such Indemnified Party’s gross negligence or willful misconduct.

Environmental Indemnification. Borrower The Shareholders shall protect, indemnify, savejointly and severally release, defend, indemnify and hold harmless the Purchaser Indemnified Parties from and harmless against any and all liabilityLoss or Losses related to HoldCo, lossthe Company or the Shareholders without regard to any relationship or affiliation with the Company which are incurred by the Purchaser Indemnified Parties, damage, actions, causes of action, costs directly or expenses whatsoever (including reasonable attorneys’ fees and expenses) and any and all claims, suits and judgments which any Indemnified Party may sufferindirectly, as a result of (i) any breach of the representations set forth in Section 2.18 hereof or with respect to: (aii) any Environmental Claim Claims of a Governmental Entity or third party relating to or arising from the Property; (b) the violation existence of any Environmental Law in connection with the Property; (c) any release, spill, or the presence of any Hazardous Materials affecting in, on, under, about (including migrating to or from) that certain real property disclosed in Section 7.3(b) of the Property; Disclosure Letter (subsections (i) and (dii) the presence at, in, on or under, or the release, escape, seepage, leakage, discharge or migration at or from, the Property of any Hazardous Materials, whether or not such condition was known or unknown to Borrower; provided that, in each case, Borrower shall be relieved of its obligation under this subsection if any of the matters Section 7.3(b) together referred to in clauses (a) through (d) above did not occur (but need not have been discovered) prior to (1) herein as the foreclosure of "Indemnified Environmental Matters"). Notwithstanding the Security Instrumentforegoing, (2) the delivery by Borrower to Lender or its designee of a deed-in-lieu of foreclosure with respect to the Property, or (3) Lender’s or its designee’s taking possession and control of the Property after the occurrence of an Event of Default hereunder. If any such action or other proceeding shall be brought against Lender, upon written notice from Borrower to Lender (given reasonably promptly following Lender’s notice to Borrower of such action or proceeding), Borrower no Purchaser Indemnified Party shall be entitled to assume indemnification for any Losses hereunder until the defense thereofaggregate amount of all Losses under all claims of all Purchaser Indemnified Parties shall exceed Fifty Thousand Dollars ($50,000) (the "Environmental Basket"), at Borrower’s expense, with counsel reasonably acceptable which time all Losses incurred shall be subject to Lenderindemnification hereunder in full including the amount of the Environmental Basket; provided, however, Lender may, at its own expense, retain separate counsel to participate in such defense, but such participation that the Environmental Basket shall not apply to Losses hereunder with respect to the environmental claims made or which may be deemed made regarding the claim disclosed on Section 7.3(b) of the Disclosure Letter and any related litigation (the "Specific Environmental Claims") and provided, further, that Losses with respect to give Lender the Specific Environmental Claims shall not count toward determining if the Environmental Basket has been exceeded. Indemnification of Purchaser against the Specific Environmental Claims shall be made on a right "dollar-one" basis. The indemnities in this Article 7 for any breach of the representations set forth in Section 2.18 above are not intended to control such defense, which right Borrower expressly retains. Notwithstanding apply to: (i) the foregoing, each costs and expenses for an environmental audit voluntarily performed by or on behalf of any Purchaser Indemnified Party shall have (except as resulting from a claim, investigation or settlement of a claim, or contractual requirement of a third party or requirement of a Governmental Authority); or (ii) the right to employ separate counsel at Borrower’s expense ifordinary costs of decommissioning the operations of HoldCo, in the reasonable opinion Company or any of legal counseltheir subsidiaries (including, a conflict or potential conflict exists between by way of example, removal, decontamination and disposal of equipment and piping and approval of the decommissioning by the Certified Unified Program Agency) from those operations that are undertaken by any of the Purchaser Indemnified Parties following the Closing Date, excluding (so that the indemnity applies to) decontamination and disposal of any such equipment not used by any Purchaser Indemnified Parties following the Closing Date, and disposal of any stored Hazardous Materials remaining on any property operated by any Purchaser Indemnified Party as of the Closing Date, and Borrower that would make such separate representation advisable. Borrower shall have no obligation to indemnify an Indemnified Party for damage or loss resulting from such Indemnified Party’s gross negligence or willful misconductoperations of the APG.

Environmental Indemnification. Borrower From the Closing Date until the fifth (5th) anniversary thereof, each of the Sellers shall protect, indemnify, save, defend, defend and hold harmless the Purchaser Indemnified Parties harmless from and against any and all liabilityLosses directly or indirectly arising out of, lossresulting from or relating to (i) any breach of Sellers’ representations in Section 4.18 or (ii) the cleanup or Remediation (as defined below) of any unlawful Release of Hazardous Materials by such Seller or caused by such Seller’s employees, damageagents or independent contractors, actionson, causes under or about the Fishers Distribution Center which Release shall have occurred at any time prior to the Closing regardless of actionthe date of discovery but within such five (5) year period. If prior to the fifth (5th) anniversary of the Closing Date, costs the Purchaser determines that (i) an unlawful Release had occurred in, on, under or expenses whatsoever about the Fishers Distribution Center prior to the Closing; (including ii) the Release continues to exist in, on, under or about the Fishers Distribution Center and (iii) such Release was not the result of the acts or omissions of the owner or another operator of the Fishers Distribution Center, an adjoining property owner or originating from an adjoining property or properties, then in such event Purchaser shall give each Seller prompt written notice which notice shall provide reasonable attorneys’ fees and expenses) detail of the nature of the Release and any and all claimssupporting information or documentation. Within thirty (30) days of receipt of notice of an unlawful Release, suits and judgments which any Indemnified Party may suffer, as a result of or with respect to: Sellers shall either (a) any Environmental Claim relating confirm liability in whole pursuant to or arising from the Property; this Section 11.4, (b) the violation of any Environmental Law deny liability in connection with the Property; whole as to such Release or (c) any releaseconfirm liability in part and deny liability in part pursuant to this Section 11.4. If Sellers shall confirm responsibility for such Release, spillin whole or in part, or the presence of any Hazardous Materials affecting the Property; Sellers shall at Sellers’ sole cost and expense xxxxx, monitor and/or remediate (d“Remediation”) the presence atRelease to the extent the Sellers have confirmed liability with respect thereto in accordance with Environmental Laws and subject to Governmental Entities having jurisdiction thereof. Sellers shall provide Purchaser with copies of relevant reports and data regarding the Remediation. If a response is not received by Purchaser within such 30-day period, in, on or under, or then Sellers shall be conclusively deemed to have agreed that the release, escape, seepage, leakage, discharge or migration at or from, Sellers are responsible for the Property of any Hazardous Materials, whether or not such condition was known or unknown to BorrowerRelease; provided thatthat if the Sellers deny responsibility in whole or in part, such denial is not conclusive on the Purchaser. If the Parties are not able to resolve any dispute over a claim brought under this Section 11.4 within thirty (30) days after the receipt of a response by Purchaser denying liability in each casewhole or in part, Borrower such dispute shall be relieved of its obligation under this subsection if any of the matters referred subject to in clauses (a) through (d) above did not occur (but need not have been discovered) prior to (1) the foreclosure of the Security Instrument, (2) the delivery by Borrower to Lender or its designee of a deed-in-lieu of foreclosure with respect to the Property, or (3) Lender’s or its designee’s taking possession and control of the Property after the occurrence of an Event of Default hereunder. If any such action or other proceeding shall be brought against Lender, upon written notice from Borrower to Lender (given reasonably promptly following Lender’s notice to Borrower of such action or proceeding), Borrower shall be entitled to assume the defense thereof, at Borrower’s expense, with counsel reasonably acceptable to Lender; provided, however, Lender may, at its own expense, retain separate counsel to participate in such defense, but such participation shall not be deemed to give Lender a right to control such defense, which right Borrower expressly retains. Notwithstanding the foregoing, each Indemnified Party shall have the right to employ separate counsel at Borrower’s expense if, in the reasonable opinion of legal counsel, a conflict or potential conflict exists between the Indemnified Party and Borrower that would make such separate representation advisable. Borrower shall have no obligation to indemnify an Indemnified Party for damage or loss resulting from such Indemnified Party’s gross negligence or willful misconductSection 12.6.

Environmental Indemnification. Borrower shall protect, indemnify, save, defend, and hold harmless the Indemnified Parties from and against any and all liability, loss, damage, actions, causes of action, costs or expenses whatsoever (including reasonable attorneys’ fees and expenses) and any and all claims, suits and judgments which any Indemnified Party may actually suffer, as a result of or with respect to: (a) any Environmental Claim relating to or arising from the Property; (b) the violation of any Environmental Law in connection with the Property; (c) any release, spill, or the presence of any Hazardous Materials affecting the Property; and (d) the presence at, in, on or under, or the release, escape, seepage, leakage, discharge or migration at or from, the Property of any Hazardous Materials, whether or not such condition was known or unknown to Borrower; provided that, in each case, Borrower shall be relieved of its obligation under this subsection if any of the matters referred to in clauses (a) through (d) above did not occur (but need not have been discovered) prior to (1) the foreclosure of the Security Instrument, (2) the delivery by Borrower to Lender or its designee of a deed-in-lieu of foreclosure with respect to the Property, or (3) Lender’s or its designee’s taking possession and control of the Property after the occurrence of an Event of Default hereunder. If any such action or other proceeding shall be brought against Lender, upon written notice from Borrower to Lender (given reasonably promptly following Lender’s notice to Borrower of such action or proceeding), Borrower shall be entitled to assume the defense thereof, at Borrower’s expense, with counsel reasonably acceptable to Lender; provided, however, Lender may, at its own expense, retain separate counsel to participate in such defense, but such participation shall not be deemed to give Lender a right to control such defense, which right Borrower expressly retains. Notwithstanding the foregoing, each Indemnified Party shall have the right to employ separate counsel at Borrower’s reasonable expense (if such counsel is reasonably acceptable to Borrower) but only if, in the reasonable opinion of such legal counsel, a conflict or potential conflict exists between the Indemnified Party and Borrower that would make such separate representation advisable. Notwithstanding anything set forth herein, Borrower shall have no obligation to indemnify an Indemnified Party for damage or loss resulting from such Indemnified Party’s gross negligence or willful misconduct.

Environmental Indemnification. Borrower (a) Vulcan shall protectbe responsible for, and hereby agrees to indemnify, save, defend, defend and hold the Purchaser Indemnified Group harmless the Indemnified Parties from and against against, all Losses actually incurred by any and all liability, loss, damage, actions, causes of action, costs or expenses whatsoever (including reasonable attorneys’ fees and expenses) and any and all claims, suits and judgments which any Indemnified Party may suffer, them as a result of any of the following: (i) NON-BUSINESS, DISCONTINUED PRODUCTS AND OFF-SITE ENVIRONMENTAL LIABILITIES - liabilities under Environmental Laws to the extent resulting from or with respect to: arising out of (aw) Sellers' past, present or future business and assets other than the Business and the Purchased Assets, (x) real property owned or leased by either Seller at any Environmental Claim relating time that is not included among the Purchased Assets; (y) manufacture, sale or distribution by Seller or the JV or any of their respective Affiliates of Discontinued Products prior to or arising after the Effective Time (regardless of whether the liability relating thereto arises prior to or after the Effective Time), and (z) disposal of Hazardous Materials by or on behalf of Seller or the JV or their respective Affiliates or their respective predecessors prior to or after the Effective Time or Environmental Remedial Action relating thereto at locations other than the Purchased Properties and other than property to which Hazardous Materials have migrated from the PropertyPurchased Properties (in each case, without regard to any limitations otherwise set forth in (ii) - (vii) of this SECTION 11.3(a)); for purposes of SECTION 11.3(a)(i)(z), the term "disposal" shall include any arrangement for disposal and any disposal of Hazardous Materials by any Person incidental to the treatment, recycling or reclamation thereof or incidental to the repair or refurbishment of containers or electrical capacitors or transformers; (bii) PENDING LEGAL PROCEEDINGS - all Legal Proceedings by Third Party Environmental Plaintiffs that have been filed against any member of the Seller Indemnified Group prior to the Effective Time (or, in the case of administrative proceedings by any Governmental Body, formal notice of which has been received in writing by members of the Seller Indemnified Group prior to the Effective Time), and Legal Proceedings that have been threatened in writing against members of the Seller Indemnified Group and received by Vulcan or the JV or their respective Affiliates prior to the Effective Time, in each case for violation of any or noncompliance with or liability under Environmental Law Laws arising prior to the Effective Time in connection with the Property; (c) any release, spill, operation of the Business or the presence ownership of any Hazardous Materials affecting the Property; and (d) the presence at, in, on or under, or the release, escape, seepage, leakage, discharge or migration at or from, the Property of any Hazardous Materials, whether or not such condition was known or unknown to Borrower; provided thatPurchased Assets and, in each case, Borrower shall be relieved without regard to any limitations otherwise set forth in (i) and (iii) - (vii) of its obligation under this subsection if SECTION 11.3(a); (iii) INJURIES TO EMPLOYEES, CONTRACTORS AND VENDORS - Legal Proceedings or claims by current or former employees of the Business (including Business Employees or Transferred Business Employees) or by other natural persons serving as current or former contractors, subcontractors or vendors of members of the Seller Indemnified Group or invitees at or on the Purchased Properties for personal injury or wrongful death resulting from exposure to Hazardous Materials in connection with the operation of the Business (including claims and Legal Proceedings by spouses, children or other dependents of any of the matters referred to in clauses (a) through (d) above did not occur (but need not have been discovered) prior to (1) the foreclosure of the Security Instrument, (2) the delivery by Borrower to Lender or its designee of a deed-in-lieu of foreclosure with respect to the Propertyforegoing, or (3) Lender’s the heirs, trustees or its designee’s taking possession and control representatives of the Property after the occurrence any of an Event of Default hereunder. If any such action or other proceeding shall be brought against Lender, upon written notice from Borrower to Lender (given reasonably promptly following Lender’s notice to Borrower of such action or proceeding), Borrower shall be entitled to assume the defense thereof, at Borrower’s expense, with counsel reasonably acceptable to Lender; provided, however, Lender may, at its own expense, retain separate counsel to participate in such defense, but such participation shall not be deemed to give Lender a right to control such defense, which right Borrower expressly retains. Notwithstanding the foregoing, each Indemnified Party shall have the right to employ separate counsel at Borrower’s expense ifarising from such injuries or death), in each case to the reasonable opinion extent such injuries or death were caused by such exposure prior to the Effective Time, regardless of legal counselwhether or when any Legal Proceedings resulting therefrom or relating thereto are filed (regardless of whether such Legal Proceedings or claims are made directly by or on behalf of the exposed individual or indirectly through a cross-claim, a conflict third party claim or potential conflict exists between separate Legal Proceeding for contribution or indemnity brought by another Person against any member of the Seller Indemnified Party and Borrower that would make such separate representation advisable. Borrower shall have no obligation to indemnify an Group or the Purchaser Indemnified Party for damage or loss resulting from such Indemnified Party’s gross negligence or willful misconduct.Group);

Environmental Indemnification. Borrower shall protect, indemnify, savereimburse, defend, and hold harmless the Indemnified Parties from Agent, each Lender, the Collateral Agent and each of its respective parents, subsidiaries, Affiliates, shareholders, directors, officers, employees, representatives, agents, successors, assigns and attorneys (collectively, the "INDEMNIFIED PARTIES") for, from, and against any and all liabilitydemands, lossclaims, damage, actions, actions or causes of action, assessments, losses, damages, liabilities, costs or and expenses whatsoever (including including, without limitation, interest, penalties, reasonable attorneys’ fees ' fees, disbursements and expenses) , and reasonable consultants' fees, disbursements and expenses (but excluding internal overhead, administrative, lost opportunity and similar costs of the Lenders and the Collateral Agent)), asserted against, resulting to, imposed on, or incurred by any Indemnified Party, directly or indirectly, in connection with any of the following (except to the extent same are directly and all claims, suits and judgments which solely caused by the gross negligence or willful misconduct of any Indemnified Party may suffer, as a result of and except that any Indemnified Party shall not be indemnified against claims resulting from actions taken or events occurring with respect to: to the Mortgaged Property after the Agent forecloses its Lien or security interest upon the Mortgaged Property or accepts a deed in lieu of foreclosure or is a so-called "mortgagee-in-possession" unless and to the extent such indemnification relates to any of the following which occurred while Borrower owned the Mortgaged Property): (ai) events, circumstances, or conditions which form the reasonable basis for an Environmental Claim; (ii) any pollution or threat to human health or the environment that is related in any way to Borrower's or any previous owner's or operator's management, use, control, ownership or operation of the Mortgaged Property (including, without limitation, all on-site and off-site activities involving Hazardous Substances), and whether occurring, existing or arising prior to or from and after the date hereof, and whether or not the pollution or threat to human health or the environment is described in the Environmental Reports; (iii) any Environmental Claim relating to against any Person whose liability for such Environmental Claim Borrower has or arising from the Propertymay have assumed or retained either contractually or by operation of law; or (biv) the violation breach of any Environmental Law representation, warranty or covenant set forth in connection with Section 4.2(e) and SECTIONS 5.1(D) through 5.1(I), inclusive. The provisions of and undertakings and indemnification set forth in this SECTION 5.1(I) shall survive the Property; (c) any release, spill, or the presence of any Hazardous Materials affecting the Property; satisfaction and (d) the presence at, in, on or under, or the release, escape, seepage, leakage, discharge or migration at or from, the Property of any Hazardous Materials, whether or not such condition was known or unknown to Borrower; provided that, in each case, Borrower shall be relieved of its obligation under this subsection if any payment of the matters referred to in clauses (a) through (d) above did not occur (but need not have been discovered) prior to (1) the foreclosure Indebtedness and termination of the Security Instrument, (2) the delivery by Borrower to Lender or its designee of a deed-in-lieu of foreclosure with respect to the Property, or (3) Lender’s or its designee’s taking possession and control of the Property after the occurrence of an Event of Default hereunder. If any such action or other proceeding shall be brought against Lender, upon written notice from Borrower to Lender (given reasonably promptly following Lender’s notice to Borrower of such action or proceeding), Borrower shall be entitled to assume the defense thereof, at Borrower’s expense, with counsel reasonably acceptable to Lender; provided, however, Lender may, at its own expense, retain separate counsel to participate in such defense, but such participation shall not be deemed to give Lender a right to control such defense, which right Borrower expressly retains. Notwithstanding the foregoing, each Indemnified Party shall have the right to employ separate counsel at Borrower’s expense if, in the reasonable opinion of legal counsel, a conflict or potential conflict exists between the Indemnified Party and Borrower that would make such separate representation advisable. Borrower shall have no obligation to indemnify an Indemnified Party for damage or loss resulting from such Indemnified Party’s gross negligence or willful misconductthis Agreement.

Environmental Indemnification. Borrower (a) Notwithstanding anything to the contrary set forth in this Sublease or in the Prime Lease, Subtenant hereby indemnifies and shall protectdefend and hold Sublandlord harmless from and against all claims liabilities, damages, costs, and expenses arising out of the presence of Hazardous Materials, (as hereinafter defined) existing in, on or upon the Subleased Premises or the Building proven (with Sublandlord bearing the burden of proof) to be as a result of any act of the Subtenant, its agents, representatives, employees, contractors, licensees, or invitees. (b) Subtenant represents and warrants that it shall not use or cause to be used any Hazardous Materials within the Subleased Premises or within the Building which in any manner violates or may violate federal, state or local laws, Ordinances, Rules, regulations or policies governing the use, storage, treatment, transportation, manufacture, refinement, handling, production or disposal of Hazardous Materials, (c) Subtenant (i) shall be responsible for and shall comply with all laws, roles, ordinances or regulations of any governmental authority having jurisdiction over the Subleased Premises and the Building with respect to the presence or removal of Hazardous Materials handled, released, placed, stored, or in any way brought into, under, upon or within the Subleased Premises and/or the Building, by and/or on behalf of the Subtenant, and/or compliance with any environmental laws or ordinances relating to Hazardous Materials handled, released, placed, stored, or in any way brought into, under, upon or within the Subleased Premises and/or the Building or its use thereof, by and/or on behalf of the Subtenant, (ii) shall be responsible for all costs including, but not limited to, those resulting from monitoring, clean-up or compliance incurred with respect to any Hazardous Materials proven (with Sublandlord bearing the burden of proof) to have been placed in the Subleased Premises or the Building by Subtenant or, its agents, representatives, employees, contractors, licensees, or invitees, and shall be responsible for all such costs incurred with respect to any Hazardous Materials placed in, on or under the Building by Subtenant or, its agents, representatives, employees, contractors, licensees, or invitees and (iii) Subtenant agrees to indemnify, save, defend, defend and hold harmless the Indemnified Parties Sublandlord from and against any and all liabilityliabilities, losslosses, damagedamages, including without limitation, personal injury damage (including death) as well as damage to property suits, actions, causes of action, costs or costs, expenses whatsoever (including without limitation reasonable attorneys’ ' fees and expensesdisbursements and court costs), penalties, fines, demands, judgments, claims (and all sums paid for settlement of claims) or liens (including without limitation liens or claims imposed under any so-called "Superfund" or other environmental legislation) arising during or after the Term as a result of a breach of the foregoing obligations by Subtenant or from or in connection with the use, storage, release or discharge of Hazardous Materials (as hereinafter defined) in or upon the Subleased Premises and/or the Building proven (with Sublandlord beating the burden of proof to be as a result of any act of the Subtenant, its agents, representatives, employees, contractors, licensees, or invitees. Subtenant shall have no liability or obligation with respect to the presence, before the Commencement Date, of Hazardous Materials at or on the Subleased Premises or the Building. (d) As used herein, "Hazardous Materials" means any material or substance that is toxic, ignitable, reactive, or corrosive and that is regulated by any local government, the Commonwealth of Massachusetts or the United States government. "Hazardous Materials" includes any petroleum products, explosive or radioactive materials, and any and all claimsother material or substances that are defined as "hazardous waste", suits "extremely hazardous waste", "hazardous material", "hazardous substances", or "toxic substances" pursuant to state, federal or local governmental law relating to hazardous or toxic materials and judgments substances, air pollution (including noise and odors), water pollution, liquid and solid waste, pesticides, drinking water, community and employee health, environmental land use management, storm water, sediment control, nuisances, radiation, wetlands, endangered species, environmental permitting and petroleum products, which any Indemnified Party laws may sufferinclude, but not be limited to, the Federal Insecticide, Fungicide, and Rodenticide Act, as a result amended; the Toxic Substances Control Act; the Clean Water Act; the National Environmental Policy Act, as amended; the Solid Waste Disposal Act, as amended; the Comprehensive Environmental Response, Compensation and Liability Act of or with respect to: (a) any Environmental Claim relating to or arising from 1980, as amended by the PropertySuperfund Amendments and Reauthorization Act of 1986; (b) the violation of any Environmental Law in connection with the Property; (c) any release, spill, or the presence of any Hazardous Materials affecting Transportation Act, as amended; the PropertyResource Conservation and Recovery Act, as amended; the Clean Air Act, as amended; the Emergency Planning and Community Right-to-Know Act, as mended; the Occupational Safety and Health Act, as amended; comparable state laws; and (d) the presence at, in, on or under, or the release, escape, seepage, leakage, discharge or migration at or from, the Property of any Hazardous Materials, whether or not all rules and regulations promulgated pursuant to such condition was known or unknown to Borrower; provided that, in each case, Borrower shall be relieved of its obligation under this subsection if any of the matters referred to in clauses (a) through (d) above did not occur (but need not have been discovered) prior to (1) the foreclosure of the Security Instrument, (2) the delivery by Borrower to Lender or its designee of a deed-in-lieu of foreclosure with respect to the Property, or (3) Lender’s or its designee’s taking possession laws and control of the Property after the occurrence of an Event of Default hereunder. If any such action or other proceeding shall be brought against Lender, upon written notice from Borrower to Lender (given reasonably promptly following Lender’s notice to Borrower of such action or proceeding), Borrower shall be entitled to assume the defense thereof, at Borrower’s expense, with counsel reasonably acceptable to Lender; provided, however, Lender may, at its own expense, retain separate counsel to participate in such defense, but such participation shall not be deemed to give Lender a right to control such defense, which right Borrower expressly retains. Notwithstanding the foregoing, each Indemnified Party shall have the right to employ separate counsel at Borrower’s expense if, in the reasonable opinion of legal counsel, a conflict or potential conflict exists between the Indemnified Party and Borrower that would make such separate representation advisable. Borrower shall have no obligation to indemnify an Indemnified Party for damage or loss resulting from such Indemnified Party’s gross negligence or willful misconductordinances.

Environmental Indemnification. Borrower The provisions of this Section 12.9 set forth the exclusive indemnification obligations of the Seller, the Purchaser and the Purchaser Designees for (i) any costs or expenses incurred by the Seller and the Purchaser in performing the Petrolia Response Actions, the Netherlands Response Actions and the Sulfur Trioxide Costs and (ii) any Losses arising from the other matters addressed in this Section 12.9 (collectively, the "Environmental Indemnification"). Notwithstanding any other provision of this Agreement or any right or remedy available under any Law, and expressly waiving any statutory and common law claims for indemnification or contribution (including, but not limited to, any claims that may arise under the Comprehensive Environmental Response, Compensation and Liability Act or any comparable state legislation), the Seller, the Purchaser and the Purchaser Designees agree that the sole remedy of each of them as to any claim with respect to the matters addressed in this Section 12.9, which shall protectnot include Other Claims, indemnifyshall be as follows: (a) The Seller shall conduct the Petrolia Response Actions, saveas set forth herein. Except as otherwise provided in this Section 12.9(a), defendthe Seller shall be responsible for and shall indemnify the Purchaser Indemnified Parties against, and hold them harmless from, all Petrolia Response Action Costs. (i) Each of the Purchaser and the U.S. Purchaser Designee agrees to be responsible for and shall indemnify the Seller Indemnified Parties from against, and against any hold them harmless from, all Losses incurred by the Seller Indemnified Parties in connection with Petrolia Response Actions that are caused by the Release of Hazardous Substances after the Closing. (ii) Each of the Purchaser and the U.S. Purchaser Designee agrees to be responsible for and shall indemnify the Seller Indemnified Parties against, and hold them harmless from, all liability, loss, damage, actions, causes of action, costs or expenses whatsoever (including reasonable attorneys’ fees and expenses) and any and all claims, suits and judgments which any Losses incurred by the Seller Indemnified Party may suffer, as a result of or with respect to: (a) any Environmental Claim relating to or arising from the Property; (b) the violation of any Environmental Law Parties in connection with the Property; Petrolia Response Actions that are expressly excluded from the definition of Petrolia Response Action Costs hereunder, except for internal personnel costs for overseeing the Petrolia Response Actions. (ciii) Each of the Purchaser and the U.S. Purchaser Designee agrees to be responsible for and shall indemnify the Seller Indemnified Parties against, and hold them harmless from, all Losses incurred by the Seller Indemnified Parties in connection with the Petrolia Response Actions that arise out of (A) the Purchaser's (or the U.S. Purchaser Designee's) failure to maintain in good condition, or to reestablish to the extent removed, any barrier (including, for example, building foundations and concrete or asphalt floors or other surfaces) or institutional control that has the intent of, effect of or is or may be approved by a Governmental Authority to, contain or restrict access to or mitigate the migration of Hazardous Substances or (B) any releasechange in the use of the Petrolia Facility after the Closing to a use other than industrial use. (iv) Each of the Purchaser and the U.S. Purchaser Designee (to the extent of its Specified Responsibilities with respect thereto) agrees to be responsible for and shall indemnify the Seller Indemnified Parties against, spilland hold them harmless from, or all Losses incurred by the presence Seller Indemnified Parties in connection with the Petrolia Response Actions arising out of the performance of any Hazardous Materials affecting Environmental Tests, except as provided for herein. (v) Each of the Property; Purchaser and (d) the presence atU.S. Purchaser Designee shall be responsible for, inand shall indemnify the Seller Indemnified Parties against, on or under, or the release, escape, seepage, leakage, discharge or migration at or and hold them harmless from, the Property Purchaser's share, as shown in the chart below, of any Hazardous Materials, whether or not such condition was known or unknown to Borrower; provided that, in each case, Borrower shall be relieved of its obligation under this subsection if any of the matters referred to all Petrolia Response Action Costs (excluding costs referenced in clauses (ai) through (div) above did not occur above, for which the Purchaser and the U.S. Purchaser Designee shall be solely responsible) incurred by the Seller Indemnified Parties in undertaking the Petrolia Response Actions: $0 - $3,900,000 100% 0% $3,900,000 - $11,500,000 75% 25% $11,500,000+ 0% 100% It is further agreed that the Seller's indemnification obligations pursuant to this Section 12.9(a) shall survive the Closing until the Seller has submitted a final report pursuant to the Pennsylvania Consent Order that has been approved or deemed approved under 35 P.S.§ § 6026.302(e)(3), 6026.303(h)(3) and/or 6026.304(n)(2) or has obtained a similar approval if those statutory provisions are modified, at which time any obligation (but need not have been discoveredexcept for any outstanding unpaid obligations) prior owed by the Seller pursuant to this Section 12.9(a) (1) the foreclosure and regardless of the Security Instrument, (2) the delivery by Borrower to Lender or its designee proportion of a deed-in-lieu of foreclosure liability it bears with respect thereto) shall terminate. The Seller shall at all times (and regardless of the proportion of liability it bears with respect thereto) have the right but not the obligation to control and direct the performance of the Petrolia Response Actions or any portion thereof. If and to the Property, extent that the Seller does not exercise its right to control and direct all or (3) Lender’s or its designee’s taking possession and control a portion of the Property after performance of the occurrence of an Event of Default hereunder. If any such action Petrolia Response Actions or other proceeding shall be brought against Lenderif the Seller willfully fails to diligently perform the Petrolia Response Actions, upon written notice to the Seller and reasonable period to cure, and with such assistance from Borrower the Seller as may reasonably be required to Lender effect any necessary amendment to the Pennsylvania Consent Order, the Purchaser shall control and direct the performance of the Petrolia Response Actions or such portion thereof. To the extent that any Petrolia Response Actions are performed by third party contractors (given reasonably promptly following Lender’s notice "Contractors"), the Directing Party shall cause the Contractor to Borrower send copies of all invoices to the Other Party. The Other Party shall have fifteen (15) days from receipt of any such invoice to notify the Directing Party of any objections to the costs on such invoice and shall have thirty (30) days from receipt of such action or proceedinginvoice to reimburse the Directing Party for the Other Party's share, according to this Agreement, of costs to which no objection is made. The parties shall cooperate to resolve any objections regarding Contractor invoices with the Contractor, and the Other Party shall reimburse the Directing Party for the Other Party's share of any costs related to such resolution within thirty (30) days of such resolution. (b) The Purchaser shall conduct the Netherlands Response Actions, as set forth herein. Except as otherwise provided in this Section 12.9(b), Borrower the Seller shall be entitled responsible for and shall indemnify the Purchaser Indemnified Parties against, and hold them harmless from, all Netherlands Response Action Costs. (i) Each of the Purchaser and the Dutch Purchaser Designee agrees to assume be responsible for and shall indemnify the defense thereofSeller Indemnified Parties against, and hold them harmless from, all Losses incurred by the Seller Indemnified Parties in connection with the Netherlands Response Actions that are caused by the Release of Hazardous Substances after the Closing. (ii) Each of the Purchaser and the Dutch Purchaser Designee agrees to be responsible for and shall indemnify the Seller Indemnified Parties against, and hold them harmless from, all Losses incurred by the Seller Indemnified Parties that arise out of (A) the Purchaser's (or the Dutch Purchaser Designee's) failure to maintain in good condition, or to reestablish to the extent removed, any barrier (including, for example, building foundations and concrete or asphalt floors or other surfaces) or institutional control that has the intent of, effect of or is or may be approved by a Governmental Authority to, contain or restrict access to or mitigate the migration of Hazardous Substances or (B) any change in the use of any Netherlands Facility after the Closing to a use other than industrial use. (iii) Each of the Purchaser and the Dutch Purchaser Designee agrees to be responsible for and shall indemnify the Seller Indemnified Parties against, and hold them harmless from, all Losses incurred by the Seller Indemnified Parties in connection with the Netherlands Response Actions arising out of the performance of any Environmental Tests, except as provided for herein. (iv) Each of the Purchaser and the Dutch Purchaser Designee shall be responsible for, and shall indemnify the Seller Indemnified Parties against, and hold them harmless from, the Purchaser's share, as shown in the chart below, of all Netherlands Response Action Costs (excluding costs referenced in clauses (i) through (iii) above, for which the Purchaser and the Dutch Purchaser Designee shall be solely responsible) incurred by the Seller Indemnified Parties in undertaking the Netherlands Response Actions: $0 - $2,500,000 100% 0% $2,500,000 - $11,500,000 75% 25% $11,500,000+ 0% 100% It is further agreed that the Seller's indemnification obligations pursuant to this Section 12.9(b) shall survive the Closing for a period of seven (7) years following the Closing, at Borrower’s expensewhich time any obligation (except for any outstanding unpaid obligations) owed by the Seller pursuant to this Section 12.9(b) (and regardless of the proportion of liability it bears with respect thereto) shall terminate. The Purchaser shall at all times control and direct the performance of the Netherlands Response Actions. To the extent that any Netherlands Response Actions are performed by Contractors, the Directing Party shall cause the Contractor to send copies of all invoices to the Other Party. The Other Party shall have fifteen (15) days from receipt of any such invoice to notify the Directing Party of any objections to the costs on such invoice and shall have thirty (30) days from receipt of such invoice to reimburse the Directing Party for the Other Party's share, according to this Agreement, of costs to which no objection is made. The parties shall cooperate to resolve any objections regarding Contractor invoices with counsel reasonably acceptable the Contractor, and the Other Party shall reimburse the Directing Party for the Other Party's share of any costs related to Lender; providedsuch resolution within thirty (30) days of such resolution. (c) [Intentionally Omitted] (d) The Seller agrees to be responsible for and hold the Purchaser Indemnified Parties harmless from, howeveragainst and in respect of, Lender may, at fifty percent (50%) of the Sulfur Trioxide Costs. This Section 12.9(d) shall survive until the seven (7) year anniversary of the Closing Date. (e) The following procedures shall apply to all claims for indemnification under this Section 12.9: (i) The party (the Seller or the Purchaser) directing the performance of any Petrolia Response Action or Netherlands Response Action is referred to as the "Directing Party" and the other party is referred to as the "Other Party." Any Petrolia Response Action or Netherlands Response Action performed by a Directing Party or its own expense, retain separate counsel representative pursuant to participate this Section 12.9 for which Environmental Indemnification is sought shall be conducted in such defense, but such participation shall not be deemed to give Lender a right to control such defense, which right Borrower expressly retainsCommercially Reasonable Manner. Notwithstanding the foregoing, each Indemnified Party the Seller may, in its sole discretion, choose to conduct any of the Petrolia Response Actions in a manner exceeding the standards otherwise required by this Section 12.9(e)(i), with any incremental costs to be borne by the Seller. For purposes of this Section 12.9(e)(i), "Commercially Reasonable Manner" shall mean methods reasonably estimated to have the right lowest cost on a present value basis (from the perspective of a reasonable business person acting without regard to employ separate counsel the availability of indemnification hereunder) for performing a particular Response Action, taking into account the Purchaser's reasonable industrial uses of any real property, to achieve compliance with (and in a manner consistent with) Environmental Law or an order by a Governmental Authority or judgment in connection with a Proceeding brought by an unaffiliated third party, including any Governmental Authority; it being understood that such Commercially Reasonable Manner shall include methods to obtain a covenant not to sxx or a no further action letter or other release from a Governmental Authority from an asserted violation of or liability under Environmental Laws or release by an unaffiliated third -party claimant under law or contract; it being further understood that such Commercially Reasonable Manner shall include, where appropriate, risk -based remedies or remedial standards, institutional or engineering controls or deed restrictions on real property. In connection with the performance of any such Response Action, the Directing Party or, as applicable, its representative shall (A) use commercially reasonable efforts to consult with the Other Party in good faith prior to conducting any Response Action, (B) provide copies of material, non -privileged documents to the Other Party and a reasonable opportunity for the Other Party to comment on such documents, (C) keep the Other Party reasonably informed relating to the progress of the Response Action, (D) allow the Other Party to observe, at Borrower’s expense ifthe Other Party's expense, in any communications, meetings or proceedings involving a Governmental Authority or any third party, (E) permit the reasonable opinion of legal Other Party and its representatives, at their own expense, to observe any Response Action, and (F) select counsel, a conflict or potential conflict exists between the Indemnified Party contractors, consultants and Borrower that would make such separate representation advisable. Borrower shall have no obligation to indemnify an Indemnified Party for damage or loss resulting from such Indemnified Party’s gross negligence or willful misconductother representatives of recognized standing and competence.

Environmental Indemnification. Borrower (a) From and after the Closing Date, the Seller shall protect, indemnify, save, defend, indemnify and hold harmless the Buyer Indemnified Parties from and against any and all liability, loss, damage, actions, causes of action, costs or expenses whatsoever (including reasonable attorneys’ fees and expenses) and any and all claims, suits and judgments which any Damages that such Buyer Indemnified Party may suffersustain, as a suffer or incur and that result from, arise out of or with respect to: (a) relate to any Environmental Claim relating Condition, subject to or arising from the Property; conditions provided hereafter in this Section 9.3. (b) the violation of Buyer is entitled at Buyer's sole discretion to conduct any Environmental Law in connection with the Property; (c) any releaseinvestigation, spillremediation, or correction of Environmental Conditions for which Seller has agreed herein to indemnify Buyer Indemnified Parties. In the presence of any Hazardous Materials affecting the Property; and (d) the presence atevent that Buyer elects to conduct such investigation, in, on or underremediation, or the releasecorrective action, escape, seepage, leakage, discharge or migration at or from, the Property of any Hazardous Materials, whether or not such condition was known or unknown to Borrower; provided that, in each case, Borrower shall be relieved of its obligation under this subsection if any of the matters referred to in clauses (a) through (d) above did not occur (but need not have been discovered) prior to (1) the foreclosure of the Security Instrument, (2) the delivery by Borrower to Lender or its designee of a deed-in-lieu of foreclosure with respect to the Property, or (3) Lender’s or its designee’s taking possession and control of the Property after the occurrence of an Event of Default hereunder. If any such action or other proceeding shall be brought against Lender, upon written notice from Borrower to Lender (given reasonably promptly following Lender’s notice to Borrower of such action or proceeding), Borrower shall be entitled to assume the defense thereof, at Borrower’s expense, with counsel reasonably acceptable to Lender; provided, however, Lender may, at its own expense, retain separate counsel to participate in such defense, but such participation shall not be deemed to give Lender a right to control such defense, which right Borrower expressly retains. Notwithstanding the foregoing, each Indemnified Party Seller shall have the right (but not the duty) to employ separate counsel at Borrower’s expense ifattend all material proceedings and meetings (including, without limitation, telephonic conferences) among Buyer, any Governmental Authority, or third party claimant, relating to discussions or negotiations of remediation, investigation, or corrective action plans. Upon request, Buyer shall provide Seller with (i) any material correspondence, report, technical data or other material information generated by Buyer or its contractors relating to such Environmental Conditions or remediation, investigation, or corrective action relating thereto (except that Buyer is not required to provide attorney-client privileged information), (ii) reasonable access to the Real Property which is the subject of such Environmental Conditions, and (iii) the right to take split samples relating to such remediation, investigation, or corrective action conducted or proposed by Buyer. Buyer shall promptly provide Seller with copies of all material documents received from any Governmental Authority or third party claimant and shall timely provide Seller with drafts of any material documents or letters which Buyer may send or submit to any Governmental Authority or third party claimant with respect to such discussions or negotiations of remediation, investigation, or corrective action plans. Seller shall have the right (but not the duty) to consent to any such documents or letters, which consent shall not be unreasonably withheld, and Seller shall use reasonably commercial efforts to respond on a timely basis. (c) Any investigation, remediation or correction of Environmental Conditions for which Seller has agreed herein to indemnify Buyer Indemnified Parties and undertaken or proposed by Buyer (i) shall not exceed the least stringent requirements (reflective of the commercial use of the Real Property as of the Closing Date) of any applicable Environmental Law or any clean-up standards set forth, established, published, proposed or promulgated under, pursuant to or by an Environmental Law or Governmental Authority having jurisdiction over such investigation, remediation, or corrective action, or (ii) if the standard of subsection (i) cannot be achieved, then the most commercially reasonable method under the circumstances and based upon the understanding that the Real Property is and will continue to be used for industrial or commercial purposes. To the extent necessary to achieve the purposes set forth in the preceding sentence hereof, Buyer shall agree to a deed restriction or other institutional controls on the Real Property that is subject to such action consistent with the commercial activities being performed at such Real Property as of the Closing Date. Buyer agrees that it shall use reasonable opinion of legal counselcommercial efforts to obtain agreement with the Governmental Authority requiring such investigation, remediation, or corrective action, or with the third party claimant who has obtained a conflict or potential conflict exists between the Indemnified Party and Borrower that would make such separate representation advisable. Borrower shall have no obligation Court Order with respect to Environmental Conditions for which Seller has agreed herein to indemnify Buyer Indemnified Parties, to allow Buyer to use the most commercially reasonable method or least stringent standard in connection with such investigation, remediation, or corrective action, whichever is applicable. (d) Buyer shall not compromise or settle any Environmental Claim for which Seller has agreed herein to indemnify Buyer Indemnified Parties without Seller's consent which consent, shall not be unreasonably withheld. (e) Buyer and Seller agree that the identification of any matter, condition, circumstance, or claim in any schedule to this Agreement, any Phase I Site Assessments, Phase II Work, or any information provided by Seller to Buyer pursuant to this Agreement shall not constitute an admission by Seller that such matter, condition, circumstance or claim constitutes an Environmental Condition for which Seller has agreed to indemnify Buyer Indemnified Party Parties in Section 9.3(a) hereof, nor shall any cost estimate contained in any such information, be admissible in the resolution of any objection raised by Seller to any Environmental Notice pursuant to Section 2.6 hereof. (f) The provisions of Section 9.1(c) of this Agreement shall apply to Damages for damage or loss resulting from such which Seller has agreed to indemnify Buyer Indemnified Parties in Section 9.3(a) hereof. (g) With respect to any Environmental Claim, Buyer's right to indemnification set forth in this Agreement shall constitute a Buyer Indemnified Party’s gross negligence 's exclusive remedy for such claim, and the Buyer expressly waives and relinquishes, on behalf of itself, its successors and any assigns, any and all rights, claims, or willful misconductremedies such person may have against any and all of the Seller Indemnified Parties under any Environmental Laws, as presently in force or hereafter enacted, promulgated, or amended (including, without limitation, under the Comprehensive Environmental Response Compensation and Liability Act, or any similar state or local law) or at common law.

Environmental Indemnification. The Borrower shall protect, indemnify, save, defend, and hold harmless the Indemnified Parties from and against any and all liability, loss, damage, actions, causes of action, costs or expenses whatsoever (including reasonable attorneys’ fees and expenses) and any and all claims, suits and judgments which any Indemnified Party may suffer, as a result of or with respect to: (a) any Environmental Claim relating to or arising from the Mortgaged Property; (b) the violation of any Environmental Hazardous Materials Law in connection with the Mortgaged Property; (c) any release, spill, or the presence of any Hazardous Materials affecting the Mortgaged Property; and (d) the presence at, in, on or under, or the release, escape, seepage, leakage, discharge or migration at or from, the Mortgaged Property of any Hazardous Materials, whether or not such condition was known or unknown to the Borrower; provided that, in each case, the Borrower shall be relieved of its obligation under this subsection if any of the matters referred to in clauses (a) through (d) above did not occur (but need not have been discovered) prior to (1) the foreclosure of the applicable Security Instrument, (2) the delivery by the Borrower to Lender the Administrative Agent or its designee of a deed-in-in- lieu of foreclosure with respect to the Mortgaged Property, or (3) Lenderthe Administrative Agent’s or its designee’s taking possession and control of the Mortgaged Property after the occurrence of an Event of Default hereunder. If any such action or other proceeding shall be brought against Lenderthe Administrative Agent, upon written notice from the Borrower to Lender the Administrative Agent (given reasonably promptly following Lenderthe Administrative Agent’s notice to the Borrower of such action or proceeding), the Borrower shall be entitled to assume the defense thereof, at the Borrower’s expense, with counsel reasonably acceptable to Lenderthe Administrative Agent; provided, however, Lender the Administrative Agent may, at its own expense, retain separate counsel to participate in such defense, but such participation shall not be deemed to give Lender the Administrative Agent a right to control such defense, which right the Borrower expressly retains. Notwithstanding the foregoing, each Indemnified Party shall have the right to employ separate counsel at the Borrower’s expense if, in the reasonable opinion of legal counsel, a conflict or potential conflict exists between the Indemnified Party and the Borrower that would make such separate representation advisable. The Borrower shall have no obligation to indemnify an Indemnified Party for damage or loss resulting from such Indemnified Party’s gross negligence or willful misconduct.

Environmental Indemnification. Without limiting the ------------- generality of SECTION 14.02, in consideration of the execution and delivery of this Agreement by the Lenders and the making of the Loans, the Borrower shall protecthereby indemnifies, indemnifyexonerates and holds the Lenders and each of their respective officers, savedirectors, defendemployees and agents (collectively, the "Indemnified ----------- Parties") free and hold harmless the Indemnified Parties from and against any and all liability, loss, damage, actions, causes of ------- action, costs or suits, losses, costs, liabilities and damages, and expenses whatsoever incurred in connection therewith (irrespective of whether any such Indemnified Party is a party to the action for which indemnification hereunder is sought), including reasonable attorneys’ ' fees and expenses) and disbursements (collectively, the "Indemnified ----------- Liabilities"), incurred by the Indemnified Parties or any and all claims, suits and judgments which any Indemnified Party may suffer, of them as a result of ----------- of, or with respect to: arising out of: (a) any Environmental Claim investigation, litigation or proceeding, including, without limitation, the assertion of any lien, related to any environmental cleanup, compliance action or release by any Company of any Hazardous Material or any other matter affecting any of the Properties and relating to or arising from the Propertyprotection of the environment; or (b) the violation of any Environmental Law in connection with the Property; (c) any release, spill, or the presence of any Hazardous Materials affecting the Property; and (d) the presence at, in, on or under, or the release, escape, seepage, leakage, actual or threatened discharge or migration at or release from, the any Property of any Hazardous Materials, Material whether or not such Hazardous Material originates or emanates from such Property or is present or threatening to affect such Property (c) personal injury, death or property damage arising under any statutory or common law tort theory of liability, including without limitation the maintenance of a nuisance; or (d) any other environmental condition was known arising at or unknown to Borrower; provided that, in each case, Borrower shall be relieved of its obligation under this subsection if affecting any of the matters referred Properties which is limited, prohibited or otherwise regulated by a federal, state or local agency charged with the enforcement of Environmental Laws. The foregoing indemnification shall not apply to in clauses (a) through (d) above did not occur (but need not have been discovered) prior to (1) any such Indemnified Liabilities arising for the foreclosure account of a particular Indemnified Party by reason of the Security Instrumentrelevant Indemnified Party's negligence or misconduct, (2) the delivery by Borrower to Lender or its designee of a deed-in-lieu of foreclosure with respect and if and to the Propertyextent that the foregoing undertaking may be unenforceable for any reason, or (3) Lender’s or its designee’s taking possession the Borrower agrees to make the maximum contribution to the payment and control satisfaction of each of the Property after Indemnified Liabilities which is permissible under applicable law. Notwithstanding anything to the occurrence of an Event of Default hereunder. If any such action or other proceeding contrary herein contained, the obligations and liabilities under this Section shall be brought against Lender, upon written notice from Borrower to Lender (given reasonably promptly following Lender’s notice to Borrower of such action or proceeding), Borrower shall be entitled to assume the defense thereof, at Borrower’s expense, with counsel reasonably acceptable to Lender; provided, however, Lender may, at its own expense, retain separate counsel to participate survive and continue in such defense, but such participation full force and effect and shall not be deemed to give terminated, discharged or released in whole or in part irrespective of whether all the Obligations have been paid in full or the Commitments have been terminated and irrespective of any foreclosure of any mortgage, deed of trust or collateral assignment on any real property or acceptance by any Lender of a right to control such defense, which right Borrower expressly retains. Notwithstanding the foregoing, each Indemnified Party shall have the right to employ separate counsel at Borrower’s expense if, deed or assignment in the reasonable opinion lieu of legal counsel, a conflict or potential conflict exists between the Indemnified Party and Borrower that would make such separate representation advisable. Borrower shall have no obligation to indemnify an Indemnified Party for damage or loss resulting from such Indemnified Party’s gross negligence or willful misconductforeclosure.

Environmental Indemnification. Borrower shall protect, indemnify, save, defend, and hold harmless Lender and all officers, directors, stockholders, members, partners, employees, agents, successors and assigns thereof (collectively, the "Indemnified Parties Environmental Parties") from and against any and all liability, loss, damage, actions, causes of action, costs or expenses whatsoever (including reasonable attorneys’ ' fees and expenses) and any and all claims, suits and judgments which any Indemnified Environmental Party may suffer, as a result of or with respect to: (a) any Environmental Claim relating to or arising from the Property; (b) the violation of any Environmental Law in connection with the Property; (c) any release, spill, or the presence of any Hazardous Materials Substances affecting the Property; and (d) the presence at, in, on or under, or the release, escape, seepage, leakage, discharge or migration at or from, the Property of any Hazardous MaterialsSubstances, whether or not such condition was known or unknown to Borrower; Borrower provided that, in each case, Borrower shall be relieved of its obligation under this subsection if any of the matters referred to in clauses (a) through (d) above did not occur (but need not have been discovered) prior to (1) the foreclosure of the Security Instrumentthis Mortgage with respect to such Property, (2) the delivery by Borrower to Lender or its designee of a deed-in-lieu of foreclosure with respect to the Propertysuch property, or (3) Lender’s 's or its designee’s 's taking possession and control of the Property after the occurrence of an Event of Default hereunderhereunder and such obligation is a result of the acts or omissions of any Indemnified Party or its designee. If any such action or other proceeding shall be brought against Lender, upon written notice from Borrower to Lender (given reasonably promptly following Lender’s Lxxxxx's notice to Borrower of such action or proceeding), Borrower shall be entitled to assume the defense thereof, at Borrower’s Bxxxxxxx's expense, with counsel reasonably acceptable to Lender; provided, however, Lender may, at its own expense, retain separate counsel to participate in such defense, but such participation shall not be deemed to give Lender a right to control such defense, which right Borrower expressly retains. Notwithstanding the foregoing, each Indemnified Environmental Party shall have the right to employ separate counsel at Borrower’s Bxxxxxxx's expense if, in the reasonable opinion of legal counsel, a conflict or potential conflict exists between the Indemnified Environmental Party and Borrower that would make such separate representation advisable. Borrower shall have no obligation to indemnify an Indemnified Environmental Party for damage or loss resulting from such Indemnified Environmental Party’s 's gross negligence or willful misconduct.

Environmental Indemnification. Borrower It is hereby acknowledged that PURCHASER shall protectnot assume any responsibility or liability that may be imposed upon SELLER by any state, indemnifyfederal or local law, saverule, defendregulation or ordinance (including, but without limitation, any requirement to report, assess, investigate, abate and/or remediate the PROPERTY) resulting from SELLER'S rxxxxxe of petroleum product or hazardous substance (as defined under CERCLA, 42 U.S.C. ss. 9601 et seq.) upon the PROPERTY during SELLER'S ownership or operation of the PROPERTY, and SELLER shall be responsible for compliance with any such requirement, if any. The SELLER shall indemnify and hold harmless the Indemnified Parties PURCHASER from any such claims, demands, penalties, obligations and against any and all liabilityliabilities (including, lossbut without limitation, damage, actions, causes of action, costs or expenses whatsoever (including PURCHASER'S reasonable attorneys’ ' fees and expensesthat may be incurred in defense thereof) and any and all claims, suits and judgments which any Indemnified Party may suffer, relating to or as a result of a release of petroleum product or with respect to: hazardous substance (aas defined under CERCLA) any Environmental Claim relating to or arising from the Property; (b) the violation of any Environmental Law in connection with nature upon the Property; (c) any releasePROPERTY during SELLER'S ownership or operation of the PROPERTY, spillas well as such costs, expenses, or the presence of any Hazardous Materials affecting the Property; and fees that may be incurred if an underground storage tank (d) the presence at, in, on or under"UST"), or any portion of UST system is subsequently located upon the releasePROPERTY, escapeincluding, seepage, leakage, discharge or migration at or frombut without limitation, the Property expense of any Hazardous Materials, whether or not such condition was known or unknown to Borrower; provided that, removing said UST system and closing said UST system in each case, Borrower shall be relieved of its obligation under this subsection if any of the matters referred to accordance with applicable laws. Provided PURCHASER receives satisfactory indemnification from Contractor (in clauses (a) through (d) above did not occur (but need not have been discovered) prior to (1) the foreclosure of the Security Instrument, (2) the delivery by Borrower to Lender or its designee of a deed-in-lieu of foreclosure with respect to the Property, or (3) Lender’s or its designee’s taking possession PURCHASER'S sole and control of the Property after the occurrence of an Event of Default hereunder. If any such action or other proceeding shall be brought against Lender, upon written notice from Borrower to Lender (given reasonably promptly following Lender’s notice to Borrower of such action or proceedingabsolute discretion), Borrower shall be entitled to assume the defense thereof, at Borrower’s expense, with counsel reasonably acceptable to Lender; provided, however, Lender may, at its own expense, retain separate counsel to participate in such defense, but such participation SELLER shall not be deemed liable or responsible to give Lender a right to control such defense, which right Borrower expressly retains. Notwithstanding PURCHASER for any acts or omissions of the foregoing, each Indemnified Party shall Contractor or any of its subcontractors that may have the right to employ separate counsel at Borrower’s expense if, resulted in the reasonable opinion release or discharge of legal counselpetroleum products or hazardous substances on the PROPERTY during or prior to SELLER'S ownership, a conflict and PURCHASER agrees to look solely to the Contractor and its subcontractors for any loss, cost or potential conflict exists between the Indemnified Party and Borrower that would make such separate representation advisabledamage arising therefrom. Borrower The provisions of this Section 20 shall have no obligation to indemnify an Indemnified Party for damage or loss resulting from such Indemnified Party’s gross negligence or willful misconductsurvive Closing.

Environmental Indemnification. Borrower Grantor shall protect, indemnify, save, defend, and hold harmless Beneficiary and all officers, directors, stockholders, partners, employees, agents, successors and assigns thereof (collectively, the "Indemnified Parties Environmental Parties") from and against any and all liability, loss, damage, actions, causes of action, costs or expenses whatsoever (including reasonable attorneys’ ' fees and expenses) and any and all claims, suits and judgments which any Indemnified Environmental Party may suffer, as a result of or with respect to: (a) any Environmental Claim relating to or arising from the such Property; (b) the violation of any Environmental Law in connection with the such Property; (c) any release, spill, or the presence of any Hazardous Materials Substances affecting the such Property; and (d) the presence at, in, on or under, or the release, escape, seepage, leakage, discharge or migration at or from, the such Property of any Hazardous MaterialsSubstances, whether or not such condition was known or unknown to Borrower; Grantor provided that, in each case, Borrower shall Grantor may be relieved of its obligation under this subsection if any of the matters referred to in clauses (a) through (d) above did not occur (but need not have been discovered) prior to (1) the foreclosure of the Security Instrumentthis Mortgage with respect to such Property, (2) the delivery by Borrower Grantor to Lender or its designee Beneficiary of a deed-in-lieu of foreclosure with respect to the Propertysuch property, or (3) Lender’s or its designee’s Beneficiary's taking possession and control of the such Property after the occurrence of an Event of Default hereunderhereunder and such obligation is a result of the acts or omissions of any Indemnified Party. If any such action or other proceeding shall be brought against LenderBeneficiary, upon written notice from Borrower Grantor to Lender Beneficiary (given reasonably promptly following Lender’s Beneficiary's notice to Borrower Grantor of such action or proceeding), Borrower Grantor shall be entitled to assume the defense thereof, at Borrower’s Grantor's expense, with counsel reasonably acceptable to LenderBeneficiary; provided, however, Lender Beneficiary may, at its own expense, retain separate counsel to participate in such defense, but such participation shall not be deemed to give Lender Beneficiary a right to control such defense, which right Borrower Grantor expressly retains. Notwithstanding the foregoing, each Indemnified Environmental Party shall have the right to employ separate counsel at Borrower’s Grantor's expense if, in the reasonable opinion of legal counsel, a conflict or potential conflict exists between the Indemnified Environmental Party and Borrower Grantor that would make such separate representation advisable. Borrower shall have no obligation to indemnify an Indemnified Party for damage or loss resulting from such Indemnified Party’s gross negligence or willful misconduct.

Environmental Indemnification. Borrower In addition to the indemnifications hereunder and under any other Loan Documents, each Loan Party, jointly and severally, shall protect, indemnify, save, defend, protect and hold each Indemnified Person harmless the Indemnified Parties from and against any and all liabilityliabilities, lossobligations, damagelosses, damages, penalties, actions, causes of actionjudgments, costs or suits, claims, proceedings, costs, expenses whatsoever (including reasonable including, without limitation, all attorneys’ ' fees and expenseslegal expenses whether or not suit is brought) and disbursements of any and all claimskind or nature whatsoever which may at any time be imposed on, suits and judgments which any incurred by, or asserted against such Indemnified Party may sufferPerson, with respect to or as a direct or indirect result of the violation by Borrower or each Subsidiary of any Environmental Law; or with respect to: to or as a direct or indirect result of Borrower's or each Subsidiary's use, generation, manufacture, production, storage, release, threatened release, discharge, disposal or presence in connection with the Mortgaged Properties of a hazardous substance including, without limitation, (a) all damages of any Environmental Claim relating to such use, generation, manufacture, production, storage, release, threatened release, discharge, disposal or arising from the Property; presence, or (b) the violation costs of any Environmental Law in connection with reasonably required or necessary environmental investigation, monitoring, repair, cleanup or detoxification and the Property; (c) any release, spill, or the presence preparation and implementation of any Hazardous Materials affecting closure, remedial or other plans (all the Property; and (d) the presence atforegoing, in, on or under, or the release, escape, seepage, leakage, discharge or migration at or fromcollectively, the Property of any Hazardous Materials"Indemnified Environmental Liabilities"). Each Loan Party agrees to indemnify and hold each Indemnified Person harmless as provided in this Section 10.06, whether or not such condition was known or unknown to Borrower; provided thatWHETHER OF NOT THE INDEMNIFIED ENVIRONMENTAL LIABILITIES ARISE OUT OF OR AS A RESULT OF ANY INDEMNIFIED PERSON'S NEGLIGENCE IN WHOLE OR IN PART, in INCLUDING, WITHOUT LIMITATION, THOSE INDEMNIFIED ENVIRONMENTAL LIABILITIES WHICH RESULT FROM THE SOLE, JOINT, CONCURRENT OR COMPARATIVE NEGLIGENCE OF THE INDEMNIFIED PERSON, OR ANY ONE OR MORE OF THEM provided, that Borrower and each case, Borrower Subsidiary shall be relieved of its obligation under this subsection if any of the matters referred to in clauses (a) through (d) above did not occur (but need not have been discovered) prior any obligation hereunder to (1) the foreclosure of the Security Instrument, (2) the delivery by Borrower to Lender or its designee of a deed-in-lieu of foreclosure any Indemnified Person with respect to Indemnified Environmental Liabilities to the Property, or (3) Lender’s or its designee’s taking possession and control of extent same arise from the Property after the occurrence of an Event of Default hereunder. If any such action or other proceeding shall be brought against Lender, upon written notice from Borrower to Lender (given reasonably promptly following Lender’s notice to Borrower of such action or proceeding), Borrower shall be entitled to assume the defense thereof, at Borrower’s expense, with counsel reasonably acceptable to Lender; provided, however, Lender may, at its own expense, retain separate counsel to participate in such defense, but such participation shall not be deemed to give Lender a right to control such defense, which right Borrower expressly retains. Notwithstanding the foregoing, each Indemnified Party shall have the right to employ separate counsel at Borrower’s expense if, in the reasonable opinion of legal counsel, a conflict or potential conflict exists between the Indemnified Party and Borrower that would make such separate representation advisable. Borrower shall have no obligation to indemnify an Indemnified Party for damage or loss resulting from such Indemnified Party’s gross negligence or willful misconductmisconduct of such Indemnified Person as determined by a final judgment rendered by a court of competent jurisdiction. The provisions of and undertakings and indemnification set forth in this Section 10.06 shall survive (x) the satisfaction and payment of the Obligations and termination of this Agreement, and (y) the release of any Liens securing the Obligations or the extinguishment of such Liens by foreclosure or action in lieu thereof.

Environmental Indemnification. Borrower (a) Subject to all applicable provisions hereunder, Customer shall protect, indemnify, save, defend, indemnify and hold harmless the Veolia Indemnified Parties from and against any and all liability, loss, damage, actions, causes of action, costs or expenses whatsoever (including reasonable attorneys’ fees and expenses) and any and all claims, suits and judgments which any Indemnified Party may suffer, as a result Losses arising out of or with respect related to: : (ai) any Environmental Claim relating to or arising from the Property; (b) the violation of any Environmental Law in connection with the Property; (c) any release, spill, or the presence of any Hazardous Materials affecting the Property; and (d) the presence atConditions on, in, on or under, across or at the releaseFacility existing before and as of the Effective Date of this Agreement or, escapeif after the Effective Date, seepageexcept and to the extent and degree such Environmental Conditions are directly caused by the negligent or willful misconduct of Veolia; (ii) any Release or threatened Release of Regulated Substances from the Facility, leakageor any location used for the storage, discharge treatment, disposal or migration beneficial use of Product, sludge, secondary materials, byproducts, Regulated Substances or any other materials produced, used, transported, disposed or in any other manner handled by Customer at the Facility to the extent and degree caused by Customer’s non-compliance with Environmental Law or fromnegligent or willful misconduct; or (iii) any violations of Environmental Laws related to the Facility caused by Customer not meeting its obligations in this Agreement, except to the Property of any Hazardous Materialsextent, whether or not and to such condition was known or unknown to Borrower; provided thatdegree, that in each case, Borrower shall be relieved such violation of its obligation under Environmental Laws is directly caused by the breach of this subsection if any Agreement by Veolia or the negligent or willful misconduct of a Veolia Indemnified Party or Veolia’s negligence or willful misconduct in the supervision or direction of the matters referred Aqua Employees. (b) Subject to all applicable provisions hereunder, Veolia shall defend, indemnify, and hold harmless the Customer Indemnified Parties from and against any Losses related to: (i) fines and civil penalties imposed by any Government Body for violations of Environmental Laws directly caused by the breach of this Agreement by Veolia or the negligent or willful misconduct of Veolia or a Veolia Indemnified Party or by Veolia’s negligence or willful misconduct in clauses (a) through (d) above did not occur (but need not have been discovered) prior to (1) the foreclosure supervision or direction of the Security InstrumentAqua Employees; (ii) any Release or threatened Release of Regulated Substances from the Facility, (2) or any location used for the delivery storage, treatment, disposal or beneficial use of Product, sludge, secondary materials, byproducts, Regulated Substances or any other materials produced, used, transported, disposed or in any other manner handled by Borrower to Lender or its designee of a deed-in-lieu of foreclosure with respect Veolia at the Facility to the Propertyextent and degree caused by Veolia’s non-compliance with Environmental Law, or the negligent or willful misconduct of Veolia or a Veolia Indemnified Party; (3iii) Lender’s any Environmental Conditions on, in, under, across or its designee’s taking possession and control of at the Property Facility existing after the occurrence Effective Date of an Event this Agreement to the extent and degree such Environmental Conditions are caused by Veolia’s non-compliance with Environmental Law, or the negligent or willful misconduct of Default hereunder. If any such action Veolia or other proceeding shall be brought against Lendera Veolia Indemnified Party. (c) For the avoidance of doubt, upon written notice from Borrower to Lender (given reasonably promptly following Lender’s notice to Borrower of such action or proceeding), Borrower shall be entitled to assume the defense thereof, at Borrower’s expense, with counsel reasonably acceptable to Lender; provided, however, Lender may, at its own expense, retain separate counsel to participate in such defense, but such participation shall not be deemed to give Lender a right to control such defense, which right Borrower expressly retains. Notwithstanding the foregoing, each Indemnified Party shall have the right to employ separate counsel at Borrower’s expense if, in the reasonable opinion of legal counsel, a conflict or potential conflict exists between the Indemnified Party and Borrower that would make such separate representation advisable. Borrower Veolia shall have no obligation to indemnify an Indemnified Party for damage liability regarding Environmental Conditions which existed at the Facility or loss resulting from such Indemnified Party’s gross negligence or willful misconductwere caused by events having occurred before the Effective Date.

Environmental Indemnification. Borrower shall protect, indemnify, save, defend, (a) The Borrowers hereby jointly and severally agree to indemnify and hold the Administrative Agent, the Agents, the Banks and the Trustee jointly and severally harmless the Indemnified Parties from and against any and all claims, losses, liability, lossdamages and injuries of any kind whatsoever asserted against the Agents, damage, actions, causes of action, costs the Banks or expenses whatsoever (including reasonable attorneys’ fees and expenses) and any and all claims, suits and judgments which any Indemnified Party may suffer, the Trustee with respect to or as a direct result of or with respect to: (a) any Environmental Claim relating to or arising from the Property; (b) the violation of any Environmental Law in connection with the Property; (c) any release, spill, or the presence of any Hazardous Materials affecting the Property; and (d) the presence at, in, on or under, or the releasepresence, escape, seepage, leakagespillage, release, leaking, discharge or migration at from any Rig or from, other properties owned or operated by the Property Borrowers of any Hazardous MaterialsSubstance, including without limitation, any claims asserted or arising under any applicable environmental, health and safety laws, codes and ordinances, and all rules and regulations promulgated thereunder of all Governmental Agencies, regardless of whether or not such condition was known caused by or unknown within the control of the Borrowers. (b) It is the parties' understanding that the Administrative Agent, the Agents, the Banks and the Trustee do not now, have never and do not intend in the future to Borrower; provided thatexercise any operational control or maintenance over the Rigs or any other properties and operations owned or operated by the Borrowers, nor have they in each casethe past, Borrower presently, or intend in the future to, maintain an ownership interest in the Rigs or any other properties owned or operated by the Borrowers except as may arise upon enforcement of the Trustee's rights under the Mortgages. (c) Should, however, the Administrative Agent, the Agents, the Banks or the Trustee hereafter exercise any ownership interest in or operational control over the Rigs or any other properties owned or operated by the Borrowers, e.g., including but not limited to, through foreclosure, then the above stated indemnity and hold harmless shall be relieved limited with respect to any actions or failures to act by the Administrative Agent, the Agents, the Banks or the Trustee subsequent to exercising such interest or operational control, to the extent such action or inaction by the Agents, the Banks or the Trustee is admitted by the Agents, the Banks or the Trustee or is found by a court of its obligation under this subsection if competent jurisdiction to have caused or made worse any condition for which liability is asserted, including but not limited to, the presence, escape, seepage, spillage, leaking, discharge or migration on or from the Rigs or other properties owned or operated by the Borrowers of the matters referred to in clauses (a) through any Hazardous Substance. (d) above did The indemnity and hold harmless contained in this Section 11.9 shall not occur (but need not have been discovered) prior to (1) the foreclosure of the Security Instrument, (2) the delivery by Borrower to Lender or its designee of a deed-in-lieu of foreclosure with respect extend to the PropertyAdministrative Agent, the Agents, the Banks or the Trustee in their capacity as an equity investor in the Borrowers or as an owner of any property or interest as to which the Borrowers are also owners but only to their capacity as a lender, a holder of security interests, or (3) Lender’s or its designee’s taking possession and control a beneficiary of the Property after the occurrence of an Event of Default hereunder. If any such action or other proceeding shall be brought against Lender, upon written notice from Borrower to Lender (given reasonably promptly following Lender’s notice to Borrower of such action or proceeding), Borrower shall be entitled to assume the defense thereof, at Borrower’s expense, with counsel reasonably acceptable to Lender; provided, however, Lender may, at its own expense, retain separate counsel to participate in such defense, but such participation shall not be deemed to give Lender a right to control such defense, which right Borrower expressly retains. Notwithstanding the foregoing, each Indemnified Party shall have the right to employ separate counsel at Borrower’s expense if, in the reasonable opinion of legal counsel, a conflict or potential conflict exists between the Indemnified Party and Borrower that would make such separate representation advisable. Borrower shall have no obligation to indemnify an Indemnified Party for damage or loss resulting from such Indemnified Party’s gross negligence or willful misconductsecurity interests.

Environmental Indemnification. Borrower (a) From and after the Closing until the date set forth in clause (d) below, (i) Xxxx-Xxxxxx shall protect, indemnify, savepay, defendreimburse, defend and otherwise hold harmless Newco and its Subsidiaries (collectively, the "Newco Parties") from and against any and all reasonable costs and expenses -------------- incurred by Newco to (x) remove or upgrade any USTs on the Xxxxx Fargo Sites as necessary to bring such USTs into compliance, by December 31, 1998, with the UST Rules, (y) investigate, monitor, remediate or otherwise clean up any Hazardous Materials Released on or prior to the Closing or in conjunction with actions required pursuant to clause (x) immediately above, in each case, from any USTs on the Xxxxx Fargo Sites with respect to which UST Closure has not been obtained prior to Closing, and (z) investigate, monitor, remediate or otherwise address any Known Environmental Condition existing as of the date of this Agreement and set forth in Section 4.20(a) of the Disclosure Schedule; and (ii) the Loomis Stockholders Trust shall indemnify, pay, reimburse, defend and otherwise hold harmless the Indemnified Newco Parties from and against any and all liabilityreasonable costs and expenses incurred by Newco to (x) remove or upgrade any USTs on the Loomis Sites as necessary to bring such USTs into compliance, lossby December 31, damage1998, actions, causes of action, costs or expenses whatsoever (including reasonable attorneys’ fees and expenses) and any and all claims, suits and judgments which any Indemnified Party may suffer, as a result of or with respect to: (a) any Environmental Claim relating to or arising from the Property; (b) the violation of any Environmental Law in connection with the Property; UST Rules, (cy) any releaseinvestigate, spillmonitor, remediate or the presence of otherwise clean up any Hazardous Materials affecting the Property; and (d) the presence at, in, Released on or under, prior to the Closing or the release, escape, seepage, leakage, discharge or migration at or from, the Property of any Hazardous Materials, whether or not such condition was known or unknown to Borrower; provided thatin conjunction with actions required by clause (x) immediately above, in each case, Borrower from any USTs on the Loomis Sites with respect to which UST Closure has not been obtained prior to the Closing, and (z) investigate, monitor, remediate or otherwise address any Known Environmental Condition existing as of the date of this Agreement and disclosed in Section 5.22(a) of the Disclosure Schedule. (b) Any removal, upgrade, investigation, monitoring, remedial or other actions undertaken pursuant to Section 12.1(a)(i)(x) or Section 12.1(a)(ii)(x) shall be relieved of its obligation under this subsection if any performed in a reasonable and cost-effective manner, taking into account the current use of the matters referred site, and shall be limited to those actions necessary to comply with the UST Rules and, if applicable, to receive UST Closure and, with respect to any remedial, monitoring, investigation or clean-up activities undertaken pursuant to Section 12.1(a)(i)(y) or (z) or Section 12.1(a)(ii)(y) or (z), shall be limited to those activities required by applicable regulatory authorities to comply with Environmental Laws and shall be performed in clauses a reasonable and cost-effective manner, taking into account the current use of the site. In the event Newco shall cause the removal of any UST that could otherwise be upgraded pursuant to Section 12.1(a) in a reasonable and cost-effective manner, Xxxx-Xxxxxx or the Loomis Stockholders Trust, as the case may be, shall only be liable for that amount which would have been necessary (aas provided in the prior sentence) through to upgrade such UST (including, if necessary, for any remedial actions which would have been necessary in connection with such upgrade). (c) Newco agrees to (i) use reasonable efforts to perform any investigatory, remedial or other actions in a manner which will permit Newco to recover the maximum available funds under any applicable state UST funds and any applicable insurance policies, (ii) apply for any reimbursements or payments from such funds or policies on a timely basis and (iii) promptly reimburse Xxxxx Fargo or the Loomis Stockholders Trust, as applicable, for any amounts received from such funds or policies. (d) above did not The respective obligations of Xxxx-Xxxxxx and the Loomis Stockholders Trust pursuant to the provisions set forth in Section 12.1(a) shall survive until the earlier to occur of (but need not have been discoveredi) prior to December 31, 1998 and (1ii) the foreclosure first anniversary of the Security Instrumentinitial public offering of Newco Common Stock. Thereafter, (2) except as set forth in the delivery by Borrower to Lender next sentence, each of Newco, Xxxxx Fargo and the Loomis Stockholders Trust hereby waives any contribution or its designee of a deed-in-lieu of foreclosure similar rights any may have against the others, whether in law or in equity, with respect to environmental matters covered by this Agreement. To the Property, or (3) Lender’s or its designee’s taking possession and control extent there are remedial activities in process as of the Property after date the occurrence indemnification obligation terminates pursuant to this clause (d), Newco shall provide Xxxx-Xxxxxx or the Loomis Stockholders Trust, as applicable, with a written estimate describing in reasonable detail the remaining costs and expenses expected to be incurred by Newco which would otherwise have been covered by this Section 12.1. Such costs and expenses may be satisfied in cash (subject to a present value discount rate equal to 8%) or pursuant to an irrevocable letter of an Event of Default hereunder. If any such action or other proceeding shall be brought against Lender, upon written notice from Borrower to Lender (given reasonably promptly following Lender’s notice to Borrower credit issued in the full amount of such action or proceeding), Borrower shall be entitled to assume the defense thereof, at Borrower’s expense, with counsel reasonably acceptable to Lendercosts and expenses; provided, however, Lender maythat prior to the issuance -------- ------- of any such letter of credit, at its own expenseXxxx-Xxxxxx and the Loomis Stockholders Trust shall agree upon the period of time in which such pending remedial activities are reasonably expected to be completed and such letter of credit shall be maintained without interruption until the expiration of such period. Except as otherwise provided in the preceding sentence, retain separate counsel the procedure for payment of such estimated amounts, or objections thereto, shall be addressed as set forth in clause (e) below. (e) As costs and expenses are incurred by Newco from time to participate time after the Closing pursuant to this Section 12.1, Newco shall provide Xxxx-Xxxxxx or the Loomis Stockholders Trust, as applicable, with a written statement describing in reasonable detail such costs and expenses incurred or estimated in good faith to be incurred by Newco. In the event that Xxxx-Xxxxxx or the Loomis Stockholders Trust, as applicable, has no objections to such statement, such party shall pay Newco the amount set forth in such defensestatement within 60 days of receipt of such statement. In the event that Xxxx-Xxxxxx or the Loomis Stockholders Trust, but as applicable, objects to any such participation costs and expenses set forth in any statement, such party shall, within 30 days of receipt of such statement, submit to Newco a written notice of objection thereto stating in reasonable detail the reason for such objection. In the event that such party and Newco cannot come to a mutual agreement regarding the costs and expenses objected to by such party within 30 days after the receipt by Newco of written notice objecting to such costs and expenses, the matter shall not be deemed to give Lender a right to control such defense, which right Borrower expressly retains. Notwithstanding the foregoing, each Indemnified Party shall have the right to employ separate counsel at Borrower’s expense if, settled exclusively by arbitration in the reasonable opinion manner set forth in Section 12.5(c) hereof. Any amounts due to Newco as a result of legal counsel, a conflict or potential conflict exists between such arbitration shall be paid promptly following the Indemnified Party and Borrower that would make conclusion of such separate representation advisable. Borrower shall have no obligation to indemnify an Indemnified Party for damage or loss resulting from such Indemnified Party’s gross negligence or willful misconductarbitration.

Environmental Indemnification. Borrower shall protectIn addition to the other indemnification obligations provided under this Agreement and in consideration of the execution and delivery of this Agreement by the Metal Lender and the making of consignments and other extensions of credit, indemnifyeach Customer hereby indemnifies, save, defend, exonerates and hold harmless holds the Indemnified Parties free and harmless from and against any and all liability, loss, damageclaims, actions, causes of action, costs or suits, losses, costs, settlement payments, fees, liabilities and damages, and expenses whatsoever incurred in connection therewith (irrespective of whether any such Indemnified Party is a party to the action for which indemnification hereunder is sought), including reasonable attorneys’ fees and expenses) and disbursements (collectively, the “Indemnified Liabilities”), incurred by the Indemnified Parties or any and all claims, suits and judgments which any Indemnified Party may suffer, of them as a result of of, or with respect arising out of, or relating to: (a) any Environmental Claim investigation, litigation or proceeding related to any environmental cleanup, audit, compliance or other matter relating to the protection of the environment or arising from the Propertyrelease by the Customers of any Hazardous Material; or (b) the violation of any Environmental Law in connection with the Property; (c) any release, spill, or the presence of any Hazardous Materials affecting the Property; and (d) the presence at, in, on or under, or the release, escape, seepage, leakage, discharge spillage, discharge, emission, discharging or migration at or releases from, the Property any real property owned or operated by any Customer of any Hazardous MaterialsMaterial (including any losses, liabilities, damages, injuries, costs, expense or claims asserted or arising under any Environmental Law), regardless of whether caused by, or not such condition was known or unknown to Borrowerwithin the control of, a Customer; provided thatexcept, in each case, Borrower shall be relieved of its obligation under this subsection if any of the matters referred to in clauses (a) through (d) above did not occur (but need not have been discovered) prior to (1) the foreclosure of the Security Instrument, (2) the delivery case arising by Borrower to Lender or its designee of a deed-in-lieu of foreclosure with respect to the Property, or (3) Lender’s or its designee’s taking possession and control of the Property after the occurrence reason of an Event of Default hereunder. If any such action or other proceeding shall be brought against Lender, upon written notice from Borrower to Lender (given reasonably promptly following Lender’s notice to Borrower of such action or proceeding), Borrower shall be entitled to assume the defense thereof, at Borrower’s expense, with counsel reasonably acceptable to Lender; provided, however, Lender may, at its own expense, retain separate counsel to participate in such defense, but such participation shall not be deemed to give Lender a right to control such defense, which right Borrower expressly retains. Notwithstanding the foregoing, each Indemnified Party shall have the right to employ separate counsel at Borrower’s expense if, in the reasonable opinion of legal counsel, a conflict or potential conflict exists between the Indemnified Party and Borrower that would make such separate representation advisable. Borrower shall have no obligation to indemnify an Indemnified Party for damage or loss resulting from such Indemnified Party’s gross negligence or willful misconduct. If and to the extent that the foregoing undertaking may be unenforceable for any reason, the Customer agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. Notwithstanding anything to the contrary herein contained, the obligations and liabilities under this Section shall survive and continue in full force and effect and shall not be terminated, discharged or released in whole or in part irrespective of whether all the Obligations have been paid in full or the Metal Lender’s commitment to consign Metal has been terminated.

Environmental Indemnification. Borrower shall protect, (a) Tenant agrees to indemnify, save, defend, defend and hold harmless the Indemnified Parties Landlord, its subsidiaries, affiliates, successors and assigns and their respective directors, officers, employees, shareholders, representatives and agents (hereinafter referred to collectively as “Landlord”) from and against any and all liability, loss, damage, actions, causes of action, costs Claims or expenses whatsoever Expenses which may be imposed upon or incurred by Landlord or asserted against Landlord by any other party or parties (including reasonable attorneys’ fees and expenses) and any and all claimsGovernmental Entities), suits and judgments which any Indemnified Party may suffer, as a result in connection with or arising out of or with respect related to: (ai) any Environmental Claim relating to Condition caused by Tenant or arising (ii) the operations or activities of Tenant, its employees, agents, invitees or Tenant’s independent contractors at the Premises after the Effective Date, including without limitation, any Claims or Expenses resulting from the Property; (b) the violation alleged exposure of any person to Environmental Law Conditions caused by Tenant. The foregoing indemnification includes, without limitation, costs incurred in connection with the Property; (c) any releaseinvestigation of site conditions or any clean-up, spillremedial, removal or restoration work required by any Governmental Entity due to the presence of any Hazardous Materials affecting Material in the Propertysoil or groundwater on or under the Premises. (b) Landlord agrees to indemnify, defend and hold harmless Tenant, its subsidiaries, affiliates, successors and assigns and its respective directors, officers, employees, shareholders, representatives, agents and members (hereinafter referred to collectively as “Tenant”) from and against any Claims or Expenses which may be imposed upon or incurred by Tenant or asserted against Tenant by any other party or parties (including Governmental Entities) in connection with or arising out of or related to: (i) any Environmental Condition not caused by Tenant or the operations or activities of Tenant, its employees, agents, invitees or Tenant’s independent contractors at the Premises after the Effective Date; and or (ii) the operations or activities of Landlord, its employees, agents, invitees or Landlord’s independent contractors at the Premises after the Effective Date, including without limitation, any Claims or Expenses resulting from the alleged exposure of any person or property to Environmental Conditions not caused by Tenant or the operations or activities of Tenant, its employees, agents, invitees or Tenant’s independent contractors at the Premises after the Effective Date. The foregoing indemnification includes, without limitation, costs incurred in connection with any investigation of site conditions or any clean-up, remedial, removal or restoration work required by any Governmental Entity due to the presence of any Hazardous Material in the soil or groundwater on or under the Premises. (c) Without limiting the foregoing, if the presence of any Hazardous Material on the Premises caused or permitted by Landlord or Tenant results in contamination of the Premises, then the party that caused such contamination shall promptly take all actions, at its sole expense, as are necessary to return the Premises to the condition existing prior to the introduction of any such Hazardous Material to the Premises, provided that the other party’s approval of such actions shall first be obtained, which approval shall not be unreasonably withheld. (d) Notwithstanding anything to the presence at, in, on or under, or the release, escape, seepage, leakage, discharge or migration at or from, the Property of any Hazardous Materials, whether or not such condition was known or unknown to Borrower; provided thatcontrary contained in this Lease, in each case, Borrower no event shall be relieved of its Tenant have any liability or obligation under this subsection if any of the matters referred to in clauses (a) through (d) above did not occur (but need not have been discovered) prior to (1) the foreclosure of the Security Instrument, (2) the delivery by Borrower to Lender or its designee of a deed-in-lieu of foreclosure whatsoever with respect to the Propertypresence of any Hazardous Material in, on, under or about the Premises on or before the Effective Date not caused by Tenant or the operations or activities of Tenant, its employees, agents, invitees or Tenant’s independent contractors at the Premises on or before the Effective Date (3including, without limitation, the presence of asbestos-containing materials or lead paint), and Landlord shall indemnify, defend and hold Tenant harmless from any and all Claims and Expenses which may arise as a result thereof. (e) Lender’s The provisions of this Section 27.2 shall survive, and remain in full force and effect after, the expiration or its designee’s taking possession and control earlier termination of the Property after the occurrence of an Event of Default hereunder. If any such action or other proceeding shall be brought against Lender, upon written notice from Borrower to Lender (given reasonably promptly following Lender’s notice to Borrower of such action or proceeding), Borrower shall be entitled to assume the defense thereof, at Borrower’s expense, with counsel reasonably acceptable to Lender; provided, however, Lender may, at its own expense, retain separate counsel to participate in such defense, but such participation shall not be deemed to give Lender a right to control such defense, which right Borrower expressly retains. Notwithstanding the foregoing, each Indemnified Party shall have the right to employ separate counsel at Borrower’s expense if, in the reasonable opinion of legal counsel, a conflict or potential conflict exists between the Indemnified Party and Borrower that would make such separate representation advisable. Borrower shall have no obligation to indemnify an Indemnified Party for damage or loss resulting from such Indemnified Party’s gross negligence or willful misconductLease.

Environmental Indemnification. (a) Borrower shall protecthereby agrees to defend the Lender and its officers, indemnifydirectors, saveagents, defendemployees, and counsel from, and hold each of them harmless the Indemnified Parties from and against against, any and all liabilitylosses, lossliabilities, damageclaims, actionsdamages, causes of actioninterests, judgments, costs or expenses whatsoever (including without limitation cleanup costs) and expenses incurred by any of them, including without limitation reasonable attorneys’ attorneys fees and expenses) and any and all claimsdisbursements, suits and judgments which any Indemnified Party may suffer, as a result arising out of or with respect to: (a) any Environmental Claim relating to or arising from the Property; (b) the violation of any Environmental Law in connection with the Property; (c) any release, spill, or the presence of any Hazardous Materials affecting the Property; and (di) the presence at, in, on or under, under or the release, escape, seepage, leakage, discharge spillage, discharge, emission, discharging or migration at or release from, any real property owned or leased by the Property Borrower of any Hazardous MaterialsMaterials caused by, whether or within the control of, the Borrower or claims asserted or arising under any Environmental Laws, which may require the remediation of such Hazardous Materials by the Borrower or the Lender or any successors or assigns thereof, or (ii) any representation or warranty by the Borrower contained in Section 4.01 (k) being false or untrue in any material respect. (b) If the Borrower receives any written notice of (i) a Hazardous Discharge affecting the Borrower or its real properties or (ii) an Environmental Complaint from any Person, including, without limitation, the United States Environmental Protection Agency or any agency, department or authority of the State of Florida, then the Borrower will give, within ten (10) Business Days, oral and written notice of same to the Lender. (c) Without limitation of its rights under this Agreement, the Lender shall have the right, but not the obligation after providing written notice to Borrower and a reasonable opportunity for Borrower to respond, to enter onto any of Borrower's real properties or in the event Borrower fails to act or respond, to take such condition was known other reasonable actions as it deems reasonably necessary or unknown advisable to Borrower; provided thatcleanup, remove, resolve or minimize the impact of, or otherwise comply with Environmental Laws, or participate in such actions, in each casecoordination with Borrower for so long as no Event of Default exists, Borrower shall be relieved with respect to any such Hazardous Discharge or Environmental Complaint upon its receipt of its obligation under this subsection if any formal written notice from any Person, including, without limitation, the United States Environmental Protection Agency, asserting the existence of any Hazardous Discharge or Environmental Complaint on or pertaining to any of the matters referred Borrower's real properties which, if true, could reasonably be expected to result in clauses (a) through an order, suit or other action against the Borrower affecting any part of its real properties by any governmental agency or otherwise and which could reasonably be expected to have a material adverse effect on Borrower's operations or financial condition. All reasonable costs and expenses incurred by the Lender in the exercise of any such rights herein shall be payable by the Borrower upon demand, together with interest thereon at a rate equal to the interest rate payable under the Note. (d) above did not occur (but need not have been discovered) prior to (1) the foreclosure The indemnity obligations of the Security Instrument, (2) the delivery by Borrower to Lender or its designee of a deed-in-lieu of foreclosure with respect to the Property, or (3) Lender’s or its designee’s taking possession and control under this Section 7.03 shall survive payment of the Property after the occurrence of an Event of Default hereunder. If any such action or other proceeding shall be brought against Lender, upon written notice from Borrower to Lender (given reasonably promptly following Lender’s notice to Borrower of such action or proceeding), Borrower shall be entitled to assume the defense thereof, at Borrower’s expense, with counsel reasonably acceptable to Lender; provided, however, Lender may, at its own expense, retain separate counsel to participate in such defense, but such participation shall not be deemed to give Lender a right to control such defense, which right Borrower expressly retains. Notwithstanding the foregoing, each Indemnified Party shall have the right to employ separate counsel at Borrower’s expense if, in the reasonable opinion of legal counsel, a conflict or potential conflict exists between the Indemnified Party and Borrower that would make such separate representation advisable. Borrower shall have no obligation to indemnify an Indemnified Party for damage or loss resulting from such Indemnified Party’s gross negligence or willful misconductNote.

Environmental Indemnification. Borrower shall protect, indemnify, save, defend, and hold harmless the Indemnified Parties from and against any and all liability, loss, damage, actions, causes of action, costs or expenses whatsoever (including reasonable attorneys’ fees and expenses) and any and all claims, suits and judgments which any Indemnified Party may suffer, as a result of or with respect to: (a) Except as otherwise expressly limited in this Section 13.1, Seller shall indemnify Buyer, and its Affiliated Companies and each of their respective officers, directors, employees, stockholders, partners and representatives ("Buyer Indemnified Parties") and hold them harmless from all Retained Environmental Claims. Seller's environmental indemnity obligations under this Section 13.1 will be limited under the following circumstances: (1) Seller will have no indemnity obligations to Buyer for any Retained Environmental Claim relating that, under the Environmental Laws in effect as of the Effective Date, does not require "corrective action" (actions required to satisfy legal requirements of the applicable Governmental Authority including, without limitation, no action, monitoring, remediation through attenuation, confinement or treatment) but subsequently requires corrective action if Seller reasonably establishes that Buyer contributed to or arising from exacerbated any portion of the PropertyPolluting Substances that required such corrective action; and (2) with respect to any Retained Environmental Claim for which Seller has initiated "Remedial Action" (as defined below in subsection (b)), Seller will have no indemnity obligations for that portion of remediation or corrective action costs which Seller reasonably establishes to be caused by Buyer's contribution to the condition subject to Remedial Action. (b) Without limiting the violation other provisions of this Section 13, if Buyer has a claim against Seller related to an Retained Environmental Claim, Seller shall, subject to Buyer's input and approval, which approval will not be unreasonably withheld, manage any investigation, remediation, corrective action or other activities required to address the condition(s) giving rise to such Retained Environmental Claim ("Remedial Action"). Without limiting Buyer's right to make claims for indemnification under Section 13.1, Buyer shall cooperate with Seller and shall, if reasonable, avoid taking any action that would have an adverse effect on Seller's ability to seek reimbursement under any applicable insurance policy for the benefit of Seller, or on Seller's ability to exercise any available contractual rights of contribution or indemnification, including, without limitation, that which may be obtained by Seller in relation to its participation in any federal, state or local administered restoration, reimbursement or other environmental liability indemnification program. Seller shall (1) provide Buyer the opportunity to review in advance such Remedial Action to be taken or implemented and the form and substance of any Environmental Law plan, report or submission to be transmitted to any Governmental Entity regarding such Remedial Action, and (2) provide Buyer periodic written reports regarding the status of such Remedial Action, including any correspondence with any Governmental Entity regarding such Remedial Action, and Seller's decisions after the Effective Date on such matters shall be subject to Buyer's approval, which approval shall not be unreasonably withheld. For the purpose of conducting such Remedial Action, Buyer and Seller will enter an Access Agreement in connection with substantially the Property; form attached hereto as Exhibit 13.1(b). (c) If a dispute arises hereunder with respect to any releaseRetained Environmental Claim, spill, or then the presence of any Hazardous Materials affecting Buyer and Seller shall select a nationally recognized environmental consultant to arbitrate such dispute in accordance with the Property; and procedures set forth in subparagraph (d) below. If the presence atBuyer and Seller cannot agree on one such environmental consultant within thirty (30) days, ineach Party shall select its own nationally recognized environmental consultant within thirty (30) days thereafter, on which consultants shall jointly select a third environmental consultant to arbitrate such dispute. The agreed upon or underselected environmental consultant shall be deemed the "Environmental Arbitrator." The arbitration provided for in this subparagraph (c) and in subparagraph (d) below shall be the Parties' exclusive remedy in respect of a dispute concerning indemnification for environmental matters under this Section 13.1. (d) In accordance with the then current Expedited Procedures of the Commercial Arbitration Rules of the American Arbitration Association, Buyer and Seller shall submit disputes concerning indemnification for environmental matters under this Section 13.1 and, if applicable, their respective estimates of the applicable dollar amount of such Retained Environmental Claim to the Environmental Arbitrator for a final, binding resolution. If the dispute concerns only a dollar amount, the Environmental Arbitrator shall choose one or the releaseother of such estimates as the final amount of Retained Environmental Claim. The arbitration shall be conducted in Dallas, escape, seepage, leakage, discharge Texas. No transcript or migration at or from, the Property recording shall be made of any Hazardous Materialsarbitration session. The decision of the Environmental Arbitrator shall be final and binding on the Buyer and Seller for all purposes and may be entered in any court of competent jurisdiction. The losing party shall pay the expenses of the Environmental Arbitrator. (e) From and after the Effective Date, Buyer shall provide Seller with prompt written notice of any releases, leaks or spills of Polluting Substances occurring on the Assets and Facilities, whether or not such condition was known reportable to any Governmental Authority (collectively a "Release"), with full particulars as to the time, date and location thereof, the substance involved and steps or unknown to Borrower; provided that, in each case, Borrower shall be relieved of its obligation under this subsection if any of the matters referred to in clauses (a) through (d) above did not occur (but need not have been discovered) prior to (1) the foreclosure of the Security Instrument, (2) the delivery by Borrower to Lender or its designee of a deed-in-lieu of foreclosure methods undertaken with respect to the Property, clean-up or (3) Lender’s or its designee’s taking possession and control of the Property after the occurrence of an Event of Default hereunder. If any such action or other proceeding shall be brought against Lender, upon written notice from Borrower to Lender (given reasonably promptly following Lender’s notice to Borrower of such action or proceeding), Borrower shall be entitled to assume the defense remediation thereof, at Borrower’s expense, with counsel reasonably acceptable to Lender; provided, however, Lender may, at its own expense, retain separate counsel to participate in such defense, but such participation shall not be deemed to give Lender a right to control such defense, which right Borrower expressly retains. Notwithstanding the foregoing, each Indemnified Party shall have the right to employ separate counsel at Borrower’s expense if, in the reasonable opinion of legal counsel, a conflict or potential conflict exists between the Indemnified Party and Borrower that would make such separate representation advisable. Borrower shall have no obligation to indemnify an Indemnified Party for damage or loss resulting from such Indemnified Party’s gross negligence or willful misconduct.

Environmental Indemnification. Borrower shall protect, Tenant releases and will indemnify, savedefend (with counsel reasonably acceptable to Landlord), defend, protect and hold harmless the Indemnified Landlord Parties from and against any and all liabilityClaims whatsoever arising or resulting, lossin whole or in part, damagedirectly or indirectly, actionsfrom the presence, causes treatment, storage, transportation, disposal, release or management of actionHazardous Materials in, costs on, under, upon or expenses whatsoever from the Property (including reasonable attorneys’ fees water tables and expensesatmosphere) that Tenant brings upon, keeps or uses on the Premises or Property. Tenant’s obligations under this Section include, without limitation and any and all claimswhether foreseeable or unforeseeable, suits and judgments which any Indemnified Party may suffer, as a result of or with respect to: (a) the costs of any Environmental Claim relating to required or arising from necessary repair, clean-up, detoxification or decontamination of the PropertyProperty and/or Premises; (b) the violation costs of implementing any Environmental Law closure, remediation or other required action in connection with the Propertytherewith as stated above; (c) any release, spill, or the presence value of any Hazardous Materials affecting loss of use and any diminution in value of the PropertyProperty and/or Premises; and (d) the presence atreasonable, indocumented consultants’ fees, on or under, or the release, escape, seepage, leakage, discharge or migration at or from, the Property of any Hazardous Materials, whether or not such condition was known or unknown to Borrower; provided that, in each case, Borrower shall be relieved of its obligation experts’ fees and response costs. Tenant’s obligations under this subsection if any Section will survive the expiration or earlier termination of the matters referred to in clauses this Lease. Landlord releases and will indemnify, defend (a) through (d) above did not occur (but need not have been discovered) prior to (1) the foreclosure of the Security Instrument, (2) the delivery by Borrower to Lender or its designee of a deed-in-lieu of foreclosure with respect to the Property, or (3) Lender’s or its designee’s taking possession and control of the Property after the occurrence of an Event of Default hereunder. If any such action or other proceeding shall be brought against Lender, upon written notice from Borrower to Lender (given reasonably promptly following Lender’s notice to Borrower of such action or proceeding), Borrower shall be entitled to assume the defense thereof, at Borrower’s expense, with counsel reasonably acceptable to Lender; providedTenant), howeverprotect and hold harmless Tenant, Lender mayits employees, at its own expenseofficers, retain separate counsel to participate in such defensedirectors, but such participation shall not be deemed to give Lender a right to control such defense, which right Borrower expressly retains. Notwithstanding the foregoing, each Indemnified Party shall have the right to employ separate counsel at Borrower’s expense ifaffiliates and agents from and against any and all Claims whatsoever arising or resulting, in whole or in part, directly or indirectly, from the reasonable opinion presence, treatment, storage, transportation, disposal, release or management of legal counselHazardous Materials in, a conflict on, under, upon or potential conflict exists between from the Indemnified Party (i) Property (including water tables and Borrower atmosphere) that would make such separate representation advisableLandlord brings upon, keeps or uses on the Premises or Property or (ii) the Common Area. Borrower shall have no obligation to indemnify an Indemnified Party for damage Landlord’s obligations under this Section include, without limitation and whether foreseeable or loss resulting from such Indemnified Partyunforeseeable, (a) the costs of any required or necessary repair, clean-up, detoxification or decontamination of the Property and/or Premises; (b) the costs of implementing any closure, remediation or other required action in connection therewith as stated above; and (c) reasonable, documented consultants’ fees, experts’ fees and response costs. Landlord’s gross negligence obligations under this Section will survive the expiration or willful misconductearlier termination of this Lease.

Environmental Indemnification. (a) Borrower shall protecthereby agrees to defend the Lender and its officers, indemnifydirectors, saveagents, defendemployees, and counsel from, and hold each of them harmless the Indemnified Parties from and against against, any and all liabilitylosses, lossliabilities, damageclaims, actionsdamages, causes of actioninterests, judgments, costs or expenses whatsoever (including without limitation cleanup costs) and expenses incurred by any of them, including without limitation reasonable attorneys’ attorneys fees and expenses) and any and all claimsdisbursements, suits and judgments which any Indemnified Party may suffer, as a result arising out of or with respect to: (a) any Environmental Claim relating to or arising from the Property; (b) the violation of any Environmental Law in connection with the Property; (c) any release, spill, or the presence of any Hazardous Materials affecting the Property; and (di) the presence at, in, on or under, under or the release, escape, seepage, leakage, discharge spilla discharge, emission, discharging or migration at or release from, any real property owned or leased by the Property Borrower of any Hazardous MaterialsMaterials caused by, whether or within the control of, the Borrower or claims asserted or arising under any Environmental Laws, which may require the remediation of such Hazardous Materials by the Borrower or the Lender or any successors or assigns thereof, or (ii) any representation or warranty by the Borrower contained in Section 4.01(j) being false or untrue in any material respect. (b) If the Borrower receives any written notice of (i) a Hazardous Discharge affecting the Borrower or its real properties or (ii) an Environmental Complaint from any Person, including, without limitation, the United States Environmental Protection Agency or any agency, department or authority of the State of Florida, then the Borrower will give, within ten (10) Business Days, oral and written notice of same to the Lender. (c) Without limitation of its rights under this Agreement, the Lender shall have the right, but not the obligation after providing written notice to Borrower and a reasonable opportunity for Borrower to respond, to enter onto any of Borrower's real properties or in the event Borrower fails to act or respond, to take such condition was known other reasonable actions as it deems reasonably necessary or unknown advisable to Borrower; provided thatcleanup, remove, resolve or minimize the impact of, or otherwise comply with Environmental Laws, or participate in such actions, in each casecoordination with Borrower for so long as no Event of Default exists, Borrower shall be relieved with respect to any such Hazardous Discharge or Environmental Complaint upon its receipt of its obligation under this subsection if any formal written notice from any Person, including, without limitation, the United States Environmental Protection Agency, asserting the existence of any Hazardous Discharge or Environmental Complaint on or pertaining to any of the matters referred Borrower's real properties which, if true, could reasonably be expected to result in clauses (a) through an order, suit or other action against the Borrower affecting any part of its real properties by any governmental agency or otherwise and which could reasonably be expected to have a material adverse effect on Borrower's operations or financial condition. All reasonable costs and expenses incurred by the Lender in the exercise of any such rights herein shall be payable by the Borrower upon demand, together with interest thereon at a rate equal to the interest rate payable under the Note. (d) above did not occur (but need not have been discovered) prior to (1) the foreclosure The indemnity obligations of the Security Instrument, (2) the delivery by Borrower to Lender or its designee of a deed-in-lieu of foreclosure with respect to the Property, or (3) Lender’s or its designee’s taking possession and control under this Section 7.03 shall survive payment of the Property after the occurrence of an Event of Default hereunder. If any such action or other proceeding shall be brought against Lender, upon written notice from Borrower to Lender (given reasonably promptly following Lender’s notice to Borrower of such action or proceeding), Borrower shall be entitled to assume the defense thereof, at Borrower’s expense, with counsel reasonably acceptable to Lender; provided, however, Lender may, at its own expense, retain separate counsel to participate in such defense, but such participation shall not be deemed to give Lender a right to control such defense, which right Borrower expressly retains. Notwithstanding the foregoing, each Indemnified Party shall have the right to employ separate counsel at Borrower’s expense if, in the reasonable opinion of legal counsel, a conflict or potential conflict exists between the Indemnified Party and Borrower that would make such separate representation advisable. Borrower shall have no obligation to indemnify an Indemnified Party for damage or loss resulting from such Indemnified Party’s gross negligence or willful misconductNote.

Environmental Indemnification. 9.4.1 Borrower shall protect, hereby unconditionally and irrevocably agrees to indemnify, savereimburse, defend, exonerate, pay and hold harmless the Indemnified Parties from and against any and all liabilityof the following (referred to collectively as the “Indemnified Claims”): all Environmental Damages and Environmental Claims that may be incurred by, lossimposed upon, damageor asserted against, actions, causes of action, costs or expenses whatsoever (including reasonable attorneys’ fees and expenses) and any and all claims, suits and judgments which any Indemnified Party may sufferParty, arising out of, related to, or in connection with: (a) the presence of Hazardous Substances in, on, under or about or the Release or threatened Release of any Hazardous Substances to or from the Property, regardless of whether or not the presence of such Hazardous Substances arose prior to the present ownership or operation of the property in question or as a result of the acts or with respect to: (a) omissions of Borrower or any Environmental Claim relating to or arising from the Property; other Person, (b) the violation or alleged violation of any Environmental Law Requirement affecting or applicable to the Property or any activities thereon, regardless of whether or not the violation of such Environmental Requirement arose prior to the present ownership or operation of the property in connection with question or as a result of the Property; acts or omissions of Borrower or any other Person, (c) the breach of any release, spill, warranty or covenant or the presence inaccuracy of any representation contained in the Loan Documents pertaining to Hazardous Materials affecting Substances or other environmental matters, including the Property; and covenants contained in Section 4.10, (d) the presence attransport, intreatment, on recycling, storage or underdisposal or arrangement therefor, or the release, escape, seepage, leakage, discharge or migration at or from, the Property of any Hazardous MaterialsSubstance to, whether at or not such condition was known or unknown to Borrower; provided that, in each case, Borrower shall be relieved of its obligation under this subsection if any of the matters referred to in clauses (a) through (d) above did not occur (but need not have been discovered) prior to (1) the foreclosure of the Security Instrument, (2) the delivery by Borrower to Lender or its designee of a deed-in-lieu of foreclosure with respect to from the Property, or (e) the enforcement or (3) Lender’s or its designee’s taking possession and control attempted enforcement of the Property after the occurrence of an Event of Default hereunder. If any such action or other proceeding shall be brought against Lender, upon written notice from Borrower to Lender (given reasonably promptly following Lender’s notice to Borrower of such action or proceeding), Borrower shall be entitled to assume the defense thereof, at Borrower’s expense, with counsel reasonably acceptable to Lender; provided, however, Lender may, at its own expense, retain separate counsel to participate in such defense, but such participation shall not be deemed to give Lender a right to control such defense, which right Borrower expressly retainsthis indemnity. Notwithstanding the foregoing, each Indemnified Party Lender shall have not be entitled to the right indemnification hereunder to employ separate counsel at the extent that the Environmental Damages accrued prior to the date hereof. 9.4.2 Borrower’s obligations pursuant to the foregoing indemnity shall include the burden and expense ifof (x) defending against all Indemnified Claims, in the reasonable opinion even if such Indemnified Claims are groundless, false or fraudulent, (y) conducting all negotiations of legal counsel, a conflict or potential conflict exists between any description with respect to the Indemnified Party Claims, and Borrower that would make such separate representation advisable(z) paying and discharging any and all Indemnified Claims, when and as the same become due, against or from Lender or any other Person indemnified pursuant to this Section 9.4. Borrower Borrower’s obligations under this Section 9.4 shall have no obligation survive (i) the repayment of all sums due under the Note; (ii) the release of the Pledged Interests or any portion thereof from the lien of the Pledge Agreement; (iii) the exercise by Lender of any of its remedies set forth herein; and/or (iv) the transfer of all of Lender’s rights in and to indemnify an Indemnified Party for damage the Note and/or the Pledged Interests or loss resulting from such Indemnified Party’s gross negligence or willful misconductother Collateral.