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. 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. 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. 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. 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. 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 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. 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 Indemnified Party 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 damage 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 loss resulting from 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 Indemnified Party’s gross negligence Remedial Action is undertaken in a reasonably cost effective manner, assuming continued industrial use of the applicable Business Property (and industrial or willful misconductnon-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.

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, 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. 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 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. 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. 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. 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 57 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, 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 (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, 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 investigation or its designee remediation of a deed-in-lieu any such Hazardous Material or violation of foreclosure with respect Environmental Law, to the Propertyextent required by Environmental Laws, including the preparation of any feasibility studies or reports and (3) Lender’s the performance of any cleanup, remediation, removal, response, abatement, containment, closure, restoration, monitoring, or its designee’s taking possession and control similar work to the extent required by any Environmental Law (including any of the Property after the occurrence of an Event of Default hereunder. If same in connection with any such foreclosure 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 proceedingtransfer in lieu thereof), Borrower shall (E) all costs of determining whether any Borrowing Base Property is in compliance and causing each Borrowing Base Property to be entitled in compliance with all applicable Environmental Laws, (F) all liability to assume pay or indemnify any Person or Governmental Authority for costs expended in connection with any of the defense thereofforegoing, and (G) each Indemnitee’s attorneys’ fees, consultants’ fees and court costs. Any Indemnitee may (i) at Borrower’s 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 subject to 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 Lender; provided, however, Lender may, at its own expense, retain separate counsel Indemnitees in an amount determined by Indemnitees as reasonably necessary to participate ensure the fulfillment by Environmental Indemnitors of their indemnity obligation 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 connection with 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 misconductapplicable Environmental Claim.

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 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. Borrower Mortgagor shall protect, indemnify, save, defend, and hold harmless the Mortgagee and all officers, directors, stockholders, partners, employees, successors and assigns of Mortgagee (collectively, the "Indemnified Parties Environmental Parties") from and against any and all liability, loss, damage, actions, causes of action, costs or expenses whatsoever (including including, without limitation, reasonable attorneys’ fees ' fees, charges and expenses) disbursements), except to the extent the same may be caused by or arise out of the gross negligence or willful misconduct of any of the Indemnified Environmental Parties, and any and all claims, suits and judgments which any Indemnified Environmental Party may suffer, as a result of or with respect to: (ai) any Environmental Claim relating to or arising from the PropertyMortgaged Property or any portion thereof; (bii) the violation of any Environmental Law in connection with the PropertyMortgaged Property or any portion thereof; (ciii) any release, spill, or the presence of any Hazardous Materials Substances affecting the PropertyMortgaged Property or any portion thereof; and (div) the presence at, in, on or under, or the release, escape, seepage, leakage, discharge or migration at or from, the Mortgaged Property or any portion thereof of any Hazardous MaterialsSubstances, whether or not such condition was known or unknown to Borrower; Mortgagor provided that, that in each case, Borrower shall Mortgagor may be relieved of its obligation under this subsection if it demonstrates, by a preponderance of the evidence, that any of the matters referred to in clauses (ai) through (div) above of this Section 4.18(d) did not occur (but need not have been discovered) prior to (1x) the foreclosure of the Security Instrumentthis Mortgage, (2y) the delivery by Borrower Mortgagor to Lender or its designee Mortgagee of a deed-in-lieu of foreclosure with respect to the Property, Mortgaged Property or (3z) Lender’s or its designee’s Mortgagee's taking actual possession and control of the Mortgaged Property or any portion thereof after the occurrence of an Event of Default hereunderDefault. If any such action or other proceeding shall be brought against Lender, upon written Promptly after Mortgagee receives 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.the

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, 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. 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 Notwithstanding any other provision of the lease, and without limiting the generality of Paragraph 7.1, Tenant shall protect, indemnify, save, defend, and hold Landlord harmless for any damages, penalties, fines, costs, liabilities, or losses (including, without limitation, diminution in value of the Indemnified Parties Premises, damages for the loss or restriction on the use of rental or usable space or of any amenity of the Premises, damages arising from any adverse impact on marketing of space, and against any and all liabilitysums paid in settlement of claims, loss, damage, actions, causes of action, costs or expenses whatsoever (including reasonable attorneys’ fees fees, consultant fees, and expensesexpert fees) and any and all claims, suits and judgments which any Indemnified Party may suffer, arise during or after the lease term as a result of contamination by Hazardous Substances as a result of Tenant’s use of the Premises or with respect to: (a) any Environmental Claim relating to activity, or arising from the Property; (b) the violation by Tenant’s agents or contractors. This indemnification of any Environmental Law Landlord by Tenant includes, without limitation, costs and expenses for Attorney’s, Engineer’s, and other professionals, and their assistants, incurred in connection with the Property; (c) any releaseinvestigation of site conditions or any cleanup, spillremedial, removal, or restoration work required by a federal, state, or local government agency or political subdivision because of Hazardous Substances present in the soil or ground water on or under the Premises. Without limiting the foregoing, if the presence of any Hazardous Materials affecting Substances on the Property; and (d) Premise caused or permitted by Tenant or its agents or contractors results in any contamination of the presence atPremises, in, on or under, or Tenant shall promptly take all actions at its sole expense as are necessary to return the release, escape, seepage, leakage, discharge or migration at or from, Premises to the Property condition existing prior to the release of any such 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 Substances to the PropertyPremises, or (3) Lenderprovided that Landlord’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. For the purposes of the agreement “hazardous substances” shall mean any and all hazardous or toxic substances, materials or wastes as defined or listed under the environmental laws. For purposes of this agreement “Environmental Laws” shall mean the Resource Conservation and Recovery Act, the Toxic Substances Control Act, the Comprehensive Environmental Response, Compensation and Liability Act, the Solid Waste Disposal Act, or any comparable federal or state statutes or any regulation promulgate under any such federal or state statutes relating to give Lender a right to control such defensethe protection of human health or the environment. However tenant shall not be responsible for any environmental condition that existed at, which right Borrower expressly retains. Notwithstanding the foregoingor prior to, each Indemnified Party shall have the right to employ separate counsel at Borrowertenant’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 misconductoccupancy.

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. 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 any Borrowing Base Property; (b) the violation of any Environmental Law in connection with the any Borrowing Base Property; (c) any releaseRelease, spill, or the presence of any Hazardous Materials affecting the any Borrowing Base Property; and (d) the presence at, in, on or under, or the release, escape, seepage, leakage, discharge or migration at or from, the any Borrowing Base Property of any Hazardous Materials, whether or not such condition was known or unknown to BorrowerBorrower or any of its Affiliates; 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 occurred, or, in the case of (a) above, is based on events that occurred (but need not have been discovered) prior to after (1) the foreclosure of the Security Instrument, (2) the delivery by Borrower the applicable PropCo Subsidiary to Lender the Administrative Agent or its designee of a deed-in-lieu of foreclosure an enforcement action with respect to the such Borrowing Base Property, or (32) Lenderthe Administrative Agent’s or its designee’s taking possession and control of the such Borrowing Base Property after the occurrence of an Event of Default hereunder. If any such action or other proceeding shall be brought against Lenderany Lender or the Administrative Agent, upon written notice from Borrower to Lender the Administrative Agent (given reasonably promptly following Lenderthe Administrative 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 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 Lenders or the 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 counselcounsel for the Administrative Agent, a conflict or potential conflict exists between the any 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 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 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 V 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 V, 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 IV 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. 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 PropertyCollateral; (b) the violation of any Environmental Law environmental law in connection with the PropertyCollateral; (c) any release, spill, or the presence of any Hazardous Materials Substances affecting the PropertyCollateral; and (d) the presence at, in, on or under, or the release, escape, seepage, leakage, discharge or migration at or from, the Property Collateral 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 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 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 gross negligence or willful misconduct.

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. Section 16.16.

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. 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 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. Borrower Subject to Section 33 of this Mortgage, Mortgagor shall protect, indemnify, save, defend, and hold harmless Mortgagee, its subsidiaries, Affiliates 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; Mortgagor provided that, in each case, Borrower shall Mortgagor 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 the earliest of (1) the foreclosure of the Security Instrumentthis Mortgage with respect to such Property, (2) the delivery by Borrower Mortgagor to Lender Mortgagee or its designee a third party of a deed-in-lieu of foreclosure with respect to the such Property, or (3) Lender’s or its designee’s Mortgagee'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 LenderMortgagee, upon written notice from Borrower Mortgagor to Lender Mortgagee (given reasonably promptly following Lender’s Mortgagee's notice to Borrower Mortgagor of such action or proceeding), Borrower Mortgagor shall be entitled to assume the defense thereof, at Borrower’s Mortgagor's expense, with counsel reasonably acceptable to LenderMortgagee; provided, however, Lender Mortgagee may, at its own expense, retain separate counsel to participate in such defense, but such participation shall not be deemed to give Lender Mortgagee a right to control such defense, which right Borrower Mortgagor expressly retains. Notwithstanding the foregoing, each Indemnified Environmental Party shall have the right to employ separate counsel at Borrower’s Mortgagor's expense if, in the reasonable opinion of legal counsel, a conflict or potential conflict exists between the Indemnified Environmental Party and Borrower Mortgagor 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 Seller Parties, jointly and ----------------------------- severally, shall protectindemnify each of the Buyer Parties, indemnifyits Affiliates and each of their respective officers, savedirectors, defendemployees, stockholders and representatives and hold them harmless the Indemnified Parties from and against any and all liabilityany, loss, liability, claim, 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 Effective Date) to the extent arising out of acts or omissions occurring, or conditions existing (whether known or unknown), at or before the Effective 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 Environmental Loss arises before or after the Effective 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) Effective 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 its own expenseexcept with respect to Environmental Losses attributable to the Retained Environmental Claims which shall remain the responsibility of the Seller Parties, retain separate counsel jointly and severally, without monetary limitation, Seller Parties' aggregate liability hereunder for Environmental Losses, excluding Environmental Losses attributable to participate in such defenseRetained Environmental Claims, but such participation shall be limited to $8,000,000, and, further provided, that subsequent to the Effective Date and for a period of three (3) years thereafter, Buyer Parties covenant and agree not to 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 Parties would seek indemnification from Seller Parties. Such covenant, however, shall not apply to the undertaking by Buyer Parties 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 a Buyer Party to be deemed required for purposes of compliance with Environmental Laws, or (iii) any investigation or delineation of environmental conditions with respect to give Lender the Assets required by a right to control such defenseGovernmental Authority, which right Borrower expressly retains. Notwithstanding it being understood by the Parties that any of the foregoing, each Indemnified may lead to the discovery of an environmental condition or omission which may form the basis for an Environmental Claim hereunder. If after the Effective Date, contamination begins to migrate on-site with respect to the Assets from an off-site location, Buyer Parties shall be responsible for remediating any on-site contamination resulting therefrom and for any increased costs incurred by Seller Parties or Mobil with respect to ongoing Remedial Actions, except to the extent the off-site contamination was caused by any of the Seller Parties or Mobil, or initially emanated from on-site contamination attributable to any Seller Party or Mobil. Contamination that migrates on-site from an identified, existing off-site location as a result of Remedial Action being undertaken by any Seller Party or Mobil shall have remain the right responsibility and liability of such Seller Party or Mobil, as applicable. In the event currently unknown off-site contamination migrates on-site as a result of Remedial Action being undertaken by any Seller Party or Mobil, then the Seller Party will modify, or cause Mobil to employ separate counsel at Borrower’s expense ifmodify, in its operations with respect to such Remedial Action to the reasonable opinion of legal counselextent such operations are contributing to the on-site migration and such modifications shall not unreasonably interfere with such party's other ongoing Remedial Actions, and Seller Parties will cooperate, or cause Mobil to cooperate, with Buyer Parties to keep the migration off-site and to develop a conflict or potential conflict exists between the Indemnified Party and Borrower that would make cooperative remediation plan for 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 misconducton-site migration.

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, Pledge (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 hereunderJunior Tier Mezzanine). 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 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, 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 85 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. 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. In addition to the indemnifications hereunder and under any other Loan Documents, Borrower 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"). Borrower agrees to indemnify and hold each Indemnified Person harmless as provided in this Section 9.06, 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 9.06 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 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, 104 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, indemnify, save, Mortgagor hereby agrees to defend, indemnify and hold Mortgagee (including its successors, assigns, employees, contractors, agents, officers and directors) harmless the Indemnified Parties from and against from, any and all liabilityactions, loss, liability, damage, actionscost or expense occasioned by, causes resulting from, or consequent to any Hazardous Material or Hazardous Material contamination on the Property; any releases or discharges 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 Hazardous Material from the Property; (b) any manufacturing, treating, storing, maintaining, holding, handling, transporting, spilling, leaking or dumping of Hazardous Material on, from or at the Property; any other violation of Hazardous Material laws, ordinances, rules and regulations; any Environmental Law claim or assertion that any Hazardous Material or Hazardous Material contamination is located on the Property; any claim that any such activities or violations have been, or are being, engaged in on the Property; or any other failure or alleged failure of Mortgagor, Mortgagor’s agents, contractors, authorized representatives or employees, the Property, to comply with the provisions of this Agreement. This indemnity shall be enforceable notwithstanding any attempts by Mortgagor to exercise due diligence in ascertaining whether or not any of the events outlined above affect the Property. In fulfilling Mortgagor’s obligations under this Section, Mortgagor is in no way admitting liability or waiving rights against third parties. The loss, liability, damage, cost, or expense which is covered by this indemnity shall include, without limitation, all foreseeable consequential damages; the costs of any required or necessary repair, cleanup or detoxification of the Property, including the soil and ground water thereof, and the preparation and implementation of any closure, remedial or other required plans; damage to any natural resources; and all reasonable costs and expenses incurred by Mortgagee in connection with the Property; (c) any releaseabove, spillincluding but not limited to attorneys’ and consultants’ fees. It is the intent of Mortgagor and Mortgagee that Mortgagee shall have no liability or responsibility for damage or injury to human health, the environment or natural resources caused by, for abatement and/or clean-up of, 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 otherwise with respect to Hazardous Material by virtue of the Propertyinterest of Mortgagee in the Property created hereby, or (3) Lenderas the result of Mortgagee exercising any of its remedies hereunder, including but not limited to Mortgagee’s or its designee’s taking possession and control becoming the owner of the Property after by foreclosure or conveyance in lieu of foreclosure. Any amounts covered by the occurrence of an Event of Default hereunder. If any such action or other proceeding foregoing indemnification shall be brought against Lenderadded to the Obligations otherwise secured by the Mortgage and shall bear interest from the date incurred at the Default Rate, upon written notice from Borrower to Lender (given reasonably promptly following Lender’s notice to Borrower of as such action or proceeding)term is defined in the Note, Borrower and shall be entitled payable on demand and be a part of the Obligations secured hereby. Such expenses shall be reimbursed by Mortgagor to assume the defense thereofMortgagee as and when such expenses are incurred, 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 and Mortgagee shall not be deemed required to give Lender a right wait until such losses, costs, damages, liabilities or expenses have been reduced 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 misconductjudgment.

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 Mezzanine Loan Agreement (First Mezzanine) 102 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 Developer shall save, protect, indemnifypay for, savedefend (with counsel acceptable to Authority), defend, indemnify and hold harmless the Indemnified Parties Indemnitees from and against any and all liabilityliabilities, loss, damagesuits, actions, causes of actionclaims, demands, penalties, damages (including, without limitation, penalties, fines and monetary sanctions), losses, costs or expenses whatsoever (including reasonable including, without limitation, consultants’ fees, investigation and laboratory fees, attorneys’ fees and expensesremedial and response costs) and (for purposes of this Section 300 et seq., the foregoing shall be collectively referred to as ―Liabilities‖) which may now or in the future be incurred or suffered by the Indemnitees by reason of, resulting from, in connection with, or arising in any and all claims, suits and judgments which any Indemnified Party may suffer, manner whatsoever as a direct or indirect result of (i) the ownership or with respect to: operation of all or any part of the Site, (aii) any Environmental Claim relating to act or arising from omission on the Property; part of Developer, or its agents, employees, representatives, contractors, occupants, or invitees, (biii) the violation of any Environmental Law in connection with the Property; (c) any releasepresence on, spillunder, or about, 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 or migration at or from, release from the Property Site of any Hazardous Materials or Hazardous Materials Contamination, (iv) the environmental condition of the Site, and (v) any Liabilities incurred under any Environmental Laws relating to Hazardous Materials. Developer’s obligations hereunder shall survive termination of this Agreement and the issuance of the Release of Construction Covenants, whether or not such condition was known or unknown to Borrower; provided that, in each case, Borrower and shall be relieved a covenant running with the land in perpetuity, binding on all successors and assigns of Developer’s interest in either this Agreement or any part of the Site. Developer may assign its obligations hereunder to an approved or permitted successor or assignee of Developer’s interest in this Agreement or the Site for those events or conditions related to the requirements in this Section that may occur subsequent to Developer’s conveyance to such successor or assign, provided that Developer shall remain liable for all of its obligation under this subsection if any of obligations hereunder to the matters referred extent related to in clauses (a) through (d) above did not occur (but need not have been discovered) events occurring 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 retainsassignment. Notwithstanding the foregoing, each Indemnified Party Developer shall not 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 any obligation to indemnify an Indemnified Party for damage indemnify, defend or loss resulting from such Indemnified Party’s hold harmless the Indemnitees where the Liabilities have arisen as a result of the gross negligence or willful misconductmisconduct of any of the Indemnitees.

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 108 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 protectTo the fullest extent allowed by law and in accordance with California Proposition 65, indemnifyLessee acknowledges that certain materials containing potentially health affecting substances, saveincluding second hand smoke, may exist in the Apartment Complex. Providing that Lessor complies with local law regarding notice of and/or removal and/or encapsulation requirements of these potential substances, Xxxxxx, for himself, his heirs, successors, assigns, guests, and all others claiming by, through or under him, or who may live in, occupy, use or reside in the Premises, hereby (a) expressly assumes and accepts any and all risks involved or related to the presence in the Apartment Complex of any and all health affecting substances, any power lines in vicinity of the premises, any second hand smoke, any mold or mildew in the premises (b) waives all claims and causes of action of any kind or nature, at law or in equity, including, but not limited to, claims or causes of action arising by statute, ordinance, rule, regulation or similar provision, against the Lessor and the Owner of the Apartment Complex, their agents, principals, employees, legal representatives, affiliates, assignees, successors in title, partners, shareholders, officers and directors (herein collectively called the "Landlord Affiliates") with respect to any health hazard occurring in connection with the presence in the Apartment Complex of materials containing potentially health affecting substances, and (c) agrees to defend, indemnify and hold harmless the Indemnified Parties Landlord Affiliates against and from and against any and all liability, loss, damage, actions, causes of action, costs claims, demands, liabilities, losses, damages and expenses of whatsoever kind, including, but not limited to, attorneys fees at both the trial and appellate levels, that any or expenses whatsoever (including reasonable attorneys’ fees and expenses) and all of the Landlord Affiliates may at any time sustain or incur by reason of any and all claims, suits and judgments which any Indemnified Party may suffer, as a result claims asserted against them to the extent that such claims arise out of or with respect to: (a) are based upon 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, spillpotentially health affecting substances brought, or allowed to be brought, into the presence of Apartment Complex by Lessee or any Hazardous Materials affecting the Property; and (d) the presence at, guest or other person living in, on occupying, using 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, residing 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 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 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; (Second Mezzanine) 106 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 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, the Borrower, jointly and severally, shall protect, indemnify, save, defend, protect and hold harmless the each Indemnified Parties Person hannless 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 Guarantor of any Environmental Law; or with respect to: to or as a direct or indirect result of Borrower's or each Guarantor'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 sucb 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 "Indemnified Environmental Liabilities"). Each of any Hazardous MaterialsBorrower and each Guarantor agree to indemnify and hold each Indemnified Person harmless as provided in this Section 1O.06, whether or not such condition was known or unknown to BorrowerWHETHER OR NOT THE INDEMNIFIED ENVIRONMENTAL LIABILITIES ARISE OUT OF OR AS A RESULT OF ANY INDEMNIFIED PERSON'S NEGliGENCE IN WHOLE OR IN PART, 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; provided that, in that Borrower and each case, Borrower Guarantor 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 ~demnified 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 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, Xxxxxx’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 Xxxxxx 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. 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 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 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 and were 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 hereunderhereunder or (4) the satisfaction in full of the Obligations and the discharge of the Indebtedness. 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. Notwithstanding anything contained 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. 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 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 its own expenseexcept with respect to Environmental Losses attributable to the Retained Environmental Claims which shall remain the responsibility of Seller, retain separate counsel 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 participate in such defenseRetained Environmental Claims, but such participation 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 deemed required for purposes of compliance with Environmental Laws, or (iii) any investigation or delineation of environmental conditions with respect to give Lender the Assets required by a right to control such defenseGovernmental Authority, which right Borrower expressly retains. Notwithstanding it being understood by the Parties that any of the foregoing, each Indemnified Party 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 have 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 right extent the off-site contamination was caused by Seller, or initially emanated from on-site contamination attributable to employ separate counsel at BorrowerSeller. 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 operations 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 expense ifother ongoing Remedial Activities, in and Seller will cooperate with Buyer to keep the reasonable opinion of legal counsel, migration off-site and to develop a conflict or potential conflict exists between the Indemnified Party and Borrower that would make cooperative remediation plan for 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 misconducton-site migration.

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, 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. 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.