Common use of Environmental Indemnities Clause in Contracts

Environmental Indemnities. Each Loan Party hereby agrees to indemnify, defend and hold harmless the Lender and each of its officers, directors, employees, agents, consultants, attorneys, contractors and each of its Affiliates, successors or assigns, or transferees from and against, and reimburse said Persons in full with respect to, any and all loss, liability, damage, fines, penalties, costs and expenses, of every kind and character, including reasonable attorneys’ fees and court costs, known or unknown, fixed or contingent, occasioned by or associated with any claims, demands, causes of action, suits and/or enforcement actions, including any administrative or judicial proceedings, and any remedial, removal or response actions ever asserted, threatened, instituted or requested by any Persons, including any Tribunal, arising out of or related to: (a) the breach of any representation or warranty of any Loan Party contained in Section 9.6 set forth herein; (b) the failure of any Loan Party to perform any of its covenants contained in Section 6.6 or 6.7 hereunder; (c) the ownership, construction, occupancy, operation, use of the Collateral prior to the earlier of the date on which (i) the Indebtedness and obligations secured hereby have been paid and performed in full, or (ii) the Collateral has been sold by the Lender following its ownership of the Collateral by way of foreclosure of the Liens granted pursuant hereto, deed in lieu of such foreclosure or otherwise (the “Release Date”); provided, however, this indemnity shall not apply with respect to matters caused by or arising solely from the Lender or its agent’s, consultant’s, attorney’s or contractor’s activities during any period of time the Lender acquires ownership of the Collateral. The provisions of this Section 6.7 shall be in addition to any other obligations and liabilities the Loan Party may have to the Lender at common law or otherwise hereunder and except as expressly provided for herein shall survive the Release Date and shall continue thereafter in full force and effect. The Lender agrees that in the event that such claim, suit or enforcement action is asserted or threatened in writing or instituted against it or any of its officers, employers, agents or contractors or any such remedial, removal or response action is requested of it or any of its officers, employees, agents or contractors for which the Lender may desire indemnity or defense hereunder, the Lender shall give written notification thereof to each Loan Party. Notwithstanding anything to the contrary stated herein, the indemnities created by this Section 6.7 shall only apply to losses, liabilities, damages, fines, penalties, costs and expenses actually incurred by the Lender as a result of claims, demands, actions, suits or proceedings brought by Persons who are not the beneficiaries of any such indemnity. The Lender shall act as the exclusive agent for all indemnified Persons under this Section 6.7 who are affiliated with the Lender. With respect to any claims or demands made by such indemnified Persons, the Lender shall notify Each Loan Party within ten (10) Business Days after the Lender’s receipt of a writing advising such Person of such claim or demand. Such notice shall identify (i) when such claim or demand was first made, (ii) the identity of the Person making it, (iii) the indemnified Person, and (iv) the substance of such claim or demand. Failure to so notify Each Loan Party within said ten (10) Business Days shall reduce the amount of the Loan Parties’ obligations and liabilities under this Section 6.7 by an amount equal to any damages or losses suffered by the Loan Parties resulting from any prejudice caused the Loan Parties by such delay in notification from the Lender. Upon receipt of such notice, the Loan Parties shall have the exclusive right and obligation to contest, defend, negotiate or settle any such claim or demand through counsel of their own selection (but reasonably satisfactory to the Lender) and solely at each Loan Parties’ own cost, risk and expense; provided, that the Lender, at its own cost and expense shall have the right to participate in any such contest, defense, negotiations or settlement. The settlement of any claim or demand hereunder by any Loan Party may be made only upon the prior approval of the Lender of the terms of the settlement, which approval shall not be unreasonably withheld.

Environmental Indemnities. Each Loan Party Borrowers hereby agrees agree to indemnify, defend and hold harmless the Lender Agent, Lenders and Letter of Credit Issuer and each of its officers, directors, employees, agents, consultants, attorneys, contractors and each of its Affiliatesaffiliates, successors or assigns, or transferees from and against, and reimburse said Persons in full with respect to, any and all out of pocket loss, liability, damage, fines, penalties, costs and expenses, of every kind and character, including reasonable attorneys’ ' fees and court costs, known or unknown, fixed or contingent, occasioned by or associated with any claims, demands, causes of action, suits and/or enforcement actions, including any administrative or judicial proceedings, and any remedial, removal or response actions ever asserted, threatened, instituted or requested by any Persons, including any Tribunal, arising out of or related to: (a) the breach of any representation or warranty of any Loan Party Borrowers contained in Section 9.6 7.16 set forth herein; (b) the failure of any Loan Party Borrowers to perform any of its their covenants contained in Section 6.6 or 6.7 hereunderherein; (c) the ownership, construction, occupancy, operation, use of the Collateral prior to the earlier of the date on which (i) the Indebtedness and obligations secured hereby have been paid and performed in fullfull and the Security Instruments have been released, or (ii) the Collateral has been sold by the Lender Agent following its the Agent's ownership of the Collateral by way of foreclosure of the Liens granted pursuant hereto, deed in lieu of such foreclosure or otherwise (the “"Release Date”"); provided, however, this indemnity shall not apply with respect to matters caused by or arising solely from the Lender Agent's or its agent’s, consultant’s, attorney’s or contractor’s Lender's activities during any period of time the Lender Agent acquires ownership of the CollateralCollateral or otherwise to the extent caused by the Agent's gross negligence or willful misconduct. The provisions of indemnities contained in this Section 6.7 shall be in addition 6.8 apply, without limitation, to any other obligations and liabilities the Loan Party may have to the Lender at common law violation on or otherwise hereunder and except as expressly provided for herein shall survive before the Release Date of any Environmental Laws and shall continue thereafter in full force and effect. The Lender agrees that in the event that such claim, suit any liability or enforcement action is asserted or threatened in writing or instituted against it or any of its officers, employers, agents or contractors or any such remedial, removal or response action is requested of it or any of its officers, employees, agents or contractors for which the Lender may desire indemnity or defense hereunder, the Lender shall give written notification thereof to each Loan Party. Notwithstanding anything obligation relating to the contrary stated hereinenvironmental conditions on, under or about the indemnities created by this Section 6.7 shall only apply to losses, liabilities, damages, fines, penalties, costs and expenses actually incurred by the Lender as a result of claims, demands, actions, suits Collateral on or proceedings brought by Persons who are not the beneficiaries of any such indemnity. The Lender shall act as the exclusive agent for all indemnified Persons under this Section 6.7 who are affiliated with the Lender. With respect to any claims or demands made by such indemnified Persons, the Lender shall notify Each Loan Party within ten (10) Business Days after the Lender’s receipt of a writing advising such Person of such claim or demand. Such notice shall identify (i) when such claim or demand was first made, (ii) the identity of the Person making it, (iii) the indemnified Person, and (iv) the substance of such claim or demand. Failure to so notify Each Loan Party within said ten (10) Business Days shall reduce the amount of the Loan Parties’ obligations and liabilities under this Section 6.7 by an amount equal to any damages or losses suffered by the Loan Parties resulting from any prejudice caused the Loan Parties by such delay in notification from the Lender. Upon receipt of such notice, the Loan Parties shall have the exclusive right and obligation to contest, defend, negotiate or settle any such claim or demand through counsel of their own selection (but reasonably satisfactory prior to the Lender) and solely at each Loan Parties’ own cost, risk and expense; provided, that the Lender, at its own cost and expense shall have the right to participate in any such contest, defense, negotiations or settlement. The settlement of any claim or demand hereunder by any Loan Party may be made only upon the prior approval of the Lender of the terms of the settlement, which approval shall not be unreasonably withheld.Release Date

Environmental Indemnities. Each Loan Party The Company hereby agrees to indemnify, defend and hold harmless each Holder of Notes, the Lender Collateral Agent and each of its their respective officers, directors, employees, agents, consultants, attorneys, contractors and each of its Affiliatescontractors, successors or assignsaffiliates, successors, assigns or transferees from and against, and reimburse said Persons in full with respect to, any and all loss, liability, damage, fines, penalties, costs and expenses, of every kind and character, including reasonable attorneys’ ' fees and court costs, known or unknown, fixed or contingent, occasioned by or associated with any claims, demands, causes of action, suits and/or enforcement actions, including any administrative or judicial proceedings, and any remedial, removal or response actions ever asserted, threatened, instituted or requested by any Persons, including any Tribunalgovernmental agency or authority, arising out of or related to: (ai) the breach of any representation or warranty of any Loan Party the Company contained in Section 9.6 set forth herein8(j) of that certain Amendment No. 2 to Note Agreement and Waiver; (bii) the failure of any Loan Party the Company to perform perform, or to cause its Subsidiaries to perform, any of its the covenants contained in Section 6.6 Sec.5.16; or 6.7 hereunder; (ciii) the ownership, construction, occupancy, operation, or use of the Collateral prior to the earlier any properties or assets of the date on which Company or any Subsidiary (i) the Indebtedness and obligations secured hereby have been paid and performed in full, or (ii) the Collateral has been sold by the Lender following its ownership all of the Collateral by way of foreclosure of the Liens granted pursuant heretoforegoing, deed in lieu of such foreclosure or otherwise (the “Release Date”); provided, however, this indemnity shall not apply with respect to matters caused by or arising solely from the Lender or its agent’s, consultant’s, attorney’s or contractor’s activities during any period of time the Lender acquires ownership of the Collateral. The provisions of this Section 6.7 shall be in addition to any other obligations and liabilities the Loan Party may have to the Lender at common law or otherwise hereunder and except as expressly provided for herein shall survive the Release Date and shall continue thereafter in full force and effect. The Lender agrees that in the event that such claim, suit or enforcement action is asserted or threatened in writing or instituted against it or any of its officers, employers, agents or contractors or any such remedial, removal or response action is requested of it or any of its officers, employees, agents or contractors for which the Lender may desire indemnity or defense hereundercollectively, the Lender shall give written notification thereof to each Loan Party"Indemnified Liabilities"). Notwithstanding anything to the contrary stated hereinTHE FOREGOING INDEMNITY OBLIGATIONS OF THE COMPANY SHALL EXTEND TO ALL INDEMNIFIED LIABILITIES, the indemnities created by this Section 6.7 shall only apply to lossesINCLUDING, liabilitiesWITHOUT LIMITATION, damagesANY INDEMNIFIED LIABILITIES ARISING FROM OR ATTRIBUTED TO THE NEGLIGENCE OF ANY INDEMNIFIED PARTY, fines, penalties, costs and expenses actually incurred by the Lender as a result of claims, demands, actions, suits or proceedings brought by Persons who are not the beneficiaries of any such indemnity. The Lender shall act as the exclusive agent for all indemnified Persons under this Section 6.7 who are affiliated with the Lender. With respect to any claims or demands made by such indemnified Persons, the Lender shall notify Each Loan Party within ten (10) Business Days after the Lender’s receipt of a writing advising such Person of such claim or demand. Such notice shall identify (i) when such claim or demand was first made, (ii) the identity of the Person making it, (iii) the indemnified Person, and (iv) the substance of such claim or demand. Failure to so notify Each Loan Party within said ten (10) Business Days shall reduce the amount of the Loan Parties’ obligations and liabilities under this Section 6.7 by an amount equal to any damages or losses suffered by the Loan Parties resulting from any prejudice caused the Loan Parties by such delay in notification from the Lender. Upon receipt of such notice, the Loan Parties shall have the exclusive right and obligation to contest, defend, negotiate or settle any such claim or demand through counsel of their own selection (but reasonably satisfactory to the Lender) and solely at each Loan Parties’ own cost, risk and expense; provided, that the Lender, at its own cost and expense shall have the right to participate in any such contest, defense, negotiations or settlement. The settlement of any claim or demand hereunder by any Loan Party may be made only upon the prior approval of the Lender of the terms of the settlement, which approval shall not be unreasonably withheldBUT EXCLUDING ANY INDEMNIFIED LIABILITIES ATTRIBUTABLE TO THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNIFIED PARTY.

Environmental Indemnities. Each Loan Party Borrowers hereby agrees agree to indemnify, defend and hold harmless the Lender Bank and each of its officers, directors, employees, agents, consultants, attorneys, contractors and each of its Affiliatesaffiliates, successors or assigns, or transferees from and against, and reimburse said Persons in full with respect to, any and all loss, liability, damage, fines, penalties, costs and expenses, of every kind and character, including reasonable attorneys’ ' fees and court costs, known or unknown, fixed or contingent, occasioned by or associated with any claims, demands, causes of action, suits and/or enforcement actions, including any administrative or judicial proceedings, and any remedial, removal or response actions ever asserted, threatened, instituted or requested by any Persons, including any Tribunal, arising out of or related to: (a) the breach of any representation or warranty of any Loan Party Borrowers contained in Section 9.6 8.16 set forth herein; (b) the failure of any Loan Party Borrowers to perform any of its their covenants contained in Section 6.6 or 6.7 7.7 hereunder; (c) the ownership, construction, occupancy, operation, use of the Collateral prior to the earlier of the date on which (i) the Indebtedness and obligations secured hereby have been paid and performed in fullfull and the Security Instruments have been released, or (ii) the Collateral has been sold by the Lender Bank following its Bank's ownership of the Collateral by way of foreclosure of the Liens granted pursuant hereto, deed in lieu of such foreclosure or otherwise (the “"Release Date”"); provided, however, this indemnity shall not apply with respect to matters caused by or arising solely from the Lender or its agent’s, consultant’s, attorney’s or contractor’s Bank's activities during any period of time the Lender Bank acquires ownership of the Collateral. The provisions of this Section 6.7 shall be in addition to any other obligations and liabilities the Loan Party may have to the Lender at common law or otherwise hereunder and except as expressly provided for herein shall survive the Release Date and shall continue thereafter in full force and effect. The Lender agrees that in the event that such claim, suit or enforcement action is asserted or threatened in writing or instituted against it or any of its officers, employers, agents or contractors or any such remedial, removal or response action is requested of it or any of its officers, employees, agents or contractors for which the Lender may desire indemnity or defense hereunder, the Lender shall give written notification thereof to each Loan Party. Notwithstanding anything to the contrary stated herein, the indemnities created by this Section 6.7 shall only apply to losses, liabilities, damages, fines, penalties, costs and expenses actually incurred by the Lender as a result of claims, demands, actions, suits or proceedings brought by Persons who are not the beneficiaries of any such indemnity. The Lender shall act as the exclusive agent for all indemnified Persons under this Section 6.7 who are affiliated with the Lender. With respect to any claims or demands made by such indemnified Persons, the Lender shall notify Each Loan Party within ten (10) Business Days after the Lender’s receipt of a writing advising such Person of such claim or demand. Such notice shall identify (i) when such claim or demand was first made, (ii) the identity of the Person making it, (iii) the indemnified Person, and (iv) the substance of such claim or demand. Failure to so notify Each Loan Party within said ten (10) Business Days shall reduce the amount of the Loan Parties’ obligations and liabilities under this Section 6.7 by an amount equal to any damages or losses suffered by the Loan Parties resulting from any prejudice caused the Loan Parties by such delay in notification from the Lender. Upon receipt of such notice, the Loan Parties shall have the exclusive right and obligation to contest, defend, negotiate or settle any such claim or demand through counsel of their own selection (but reasonably satisfactory to the Lender) and solely at each Loan Parties’ own cost, risk and expense; provided, that the Lender, at its own cost and expense shall have the right to participate in any such contest, defense, negotiations or settlement. The settlement of any claim or demand hereunder by any Loan Party may be made only upon the prior approval of the Lender of the terms of the settlement, which approval shall not be unreasonably withheld.

Environmental Indemnities. Each Loan Party The Company hereby agrees to indemnify, defend and hold harmless the Lender Collateral Agent and each holder of Notes and each of its their respective officers, directors, employees, agents, consultants, attorneys, contractors and each of its Affiliatescontractors, successors or assignspartners, affiliates, successors, assigns or transferees from and against, and reimburse said Persons in full with respect to, any and all loss, liability, damage, fines, penalties, costs and expenses, of every kind and character, including reasonable attorneys’ fees and court costs, known or unknown, fixed or contingent, occasioned by or associated with any claims, demands, causes of action, suits and/or enforcement actions, including any administrative or judicial proceedings, and any remedial, removal or response actions ever asserted, threatened, instituted or requested by any Persons, including any TribunalGovernmental Authority, arising out of or related to: to (ai) the breach of any representation or warranty of any Loan Party the Company contained in Section 9.6 paragraph 8M set forth herein; , (bii) the failure of any Loan Party the Company to perform perform, or to cause to be performed, any of its the covenants contained in Section 6.6 paragraph 5J or 6.7 hereunder; (ciii) the ownership, construction, occupancy, operation, use of any Property of the Collateral Company or any Subsidiary prior to the earlier of the date on which (i) the Indebtedness and obligations secured hereby Obligations have been paid in full and performed in full, or the Security Documents have been released (ii) the Collateral has been sold by the Lender following its ownership all of the Collateral by way of foreclosure foregoing, collectively, the “Indemnified Liabilities”). THE FOREGOING INDEMNITY OBLIGATIONS OF THE COMPANY SHALL EXTEND TO ALL INDEMNIFIED LIABILITIES, INCLUDING, WITHOUT LIMITATION, ANY INDEMNIFIED LIABILITIES ARISING FROM OR ATTRIBUTED, IN WHOLE OR IN PART, TO THE NEGLIGENCE OF ANY INDEMNIFIED PARTY. The obligations of the Liens granted pursuant hereto, deed in lieu of such foreclosure or otherwise (the “Release Date”); provided, however, Company under this indemnity shall not apply with respect to matters caused by or arising solely from the Lender or its agent’s, consultant’s, attorney’s or contractor’s activities during any period of time the Lender acquires ownership of the Collateral. The provisions of this Section 6.7 shall be in addition to any other obligations and liabilities the Loan Party may have to the Lender at common law or otherwise hereunder and except as expressly provided for herein paragraph 5K shall survive the Release Date transfer of any Note or portion thereof or interest therein by any holder thereof or any Transferee, the payment of any Note and shall continue thereafter in full force and effect. The Lender agrees that in the event that such claim, suit or enforcement action is asserted or threatened in writing or instituted against it termination of this Agreement or any of its officers, employers, agents or contractors or any such remedial, removal or response action is requested of it or any of its officers, employees, agents or contractors for which the Lender may desire indemnity or defense hereunder, the Lender shall give written notification thereof to each Loan Party. Notwithstanding anything to the contrary stated herein, the indemnities created by this Section 6.7 shall only apply to losses, liabilities, damages, fines, penalties, costs and expenses actually incurred by the Lender as a result of claims, demands, actions, suits or proceedings brought by Persons who are not the beneficiaries of any such indemnity. The Lender shall act as the exclusive agent for all indemnified Persons under this Section 6.7 who are affiliated with the Lender. With respect to any claims or demands made by such indemnified Persons, the Lender shall notify Each Loan Party within ten (10) Business Days after the Lender’s receipt of a writing advising such Person of such claim or demand. Such notice shall identify (i) when such claim or demand was first made, (ii) the identity of the Person making it, (iii) the indemnified Person, and (iv) the substance of such claim or demand. Failure to so notify Each Loan Party within said ten (10) Business Days shall reduce the amount of the Loan Parties’ obligations and liabilities under this Section 6.7 by an amount equal to any damages or losses suffered by the Loan Parties resulting from any prejudice caused the Loan Parties by such delay in notification from the Lender. Upon receipt of such notice, the Loan Parties shall have the exclusive right and obligation to contest, defend, negotiate or settle any such claim or demand through counsel of their own selection (but reasonably satisfactory to the Lender) and solely at each Loan Parties’ own cost, risk and expense; provided, that the Lender, at its own cost and expense shall have the right to participate in any such contest, defense, negotiations or settlement. The settlement of any claim or demand hereunder by any Loan Party may be made only upon the prior approval of the Lender of the terms of the settlement, which approval shall not be unreasonably withheldother Note Documents.

Environmental Indemnities. Each Loan Party The Company hereby agrees to indemnify, defend and hold harmless each holder of Notes, the Lender Collateral Agent and each of its their respective officers, directors, employees, agents, consultants, attorneys, contractors and each of its Affiliatescontractors, successors or assignsaffiliates, successors, assigns or transferees (each an "Indemnified Party") from and against, and reimburse said Persons in full with respect to, any and all loss, liability, damage, fines, penalties, costs and expenses, of every kind and character, including reasonable attorneys’ ' fees and court costs, known or unknown, fixed or contingent, occasioned by or associated with any claims, demands, causes of action, suits and/or enforcement actions, including any administrative or judicial proceedings, and any remedial, removal or response actions ever asserted, threatened, instituted or requested by any Persons, including any Tribunal, arising out of or related to: (ai) the breach of any representation or warranty of any Loan Party the Company contained in Section 9.6 set forth hereinparagraph 8P or any analogous provision contained in any Security Document; (bii) the failure of any Loan Party the Company to perform perform, or to cause its Subsidiaries to perform, any of its the covenants contained in Section 6.6 paragraph 5T or 6.7 hereunderany analogous provision contained in any Security Document; (ciii) the ownership, construction, occupancy, operation, use of the Collateral Subject Property prior to the earlier of the date on which (ia) the Indebtedness and obligations secured hereby Notes have been paid in full and performed in full, the Security Documents have been released or (iib) the Collateral Subject Property has been sold by the Lender following its ownership of the Collateral by way of Agent pursuant to foreclosure of the Liens granted pursuant heretounder the Security Documents, deed in lieu of such foreclosure or otherwise (all of the “Release Date”foregoing, collectively, the "Indemnified Liabilities"); provided, however, this the foregoing indemnity shall not apply with respect to matters caused solely by or arising solely from the Lender or its agent’s, consultant’s, attorney’s or contractor’s Collateral Agent's activities during any period of time the Lender Collateral Agent acquires ownership of the CollateralSubject Property pursuant to its rights granted under the Security Documents. The provisions of this Section 6.7 THE FOREGOING INDEMNITY OBLIGATIONS OF THE COMPANY SHALL EXTEND TO ALL INDEMNIFIED LIABILITIES, INCLUDING, WITHOUT LIMITATION, ANY INDEMNIFIED LIABILITIES ARISING FROM OR ATTRIBUTED TO THE NEGLIGENCE (WHETHER SOLE, CONTRIBUTING OR CONCURRENT) OF ANY INDEMNIFIED PARTY. In case any action or proceeding (including any governmental or regulatory investigation or proceeding) shall be instituted involving any person in addition to any other obligations and liabilities the Loan Party respect of which indemnity may have be sought pursuant to the Lender at common law or otherwise hereunder and except as expressly provided for herein preceding paragraph the Indemnified Party shall survive promptly notify the Release Date and shall continue thereafter in full force and effect. The Lender agrees that in the event that person against whom such claim, suit or enforcement action is asserted or threatened indemnity may be sought (each an"Indemnifying Party") in writing or instituted against it or any of its officersand the Indemnifying Party, employers, agents or contractors or any such remedial, removal or response action is requested of it or any of its officers, employees, agents or contractors for which the Lender may desire indemnity or defense hereunder, the Lender shall give written notification thereof to each Loan Party. Notwithstanding anything to the contrary stated herein, the indemnities created by this Section 6.7 shall only apply to losses, liabilities, damages, fines, penalties, costs and expenses actually incurred by the Lender as a result of claims, demands, actions, suits or proceedings brought by Persons who are not the beneficiaries of any such indemnity. The Lender shall act as the exclusive agent for all indemnified Persons under this Section 6.7 who are affiliated with the Lender. With respect to any claims or demands made by such indemnified Persons, the Lender shall notify Each Loan Party within ten (10) Business Days after the Lender’s receipt of a writing advising such Person of such claim or demand. Such notice shall identify (i) when such claim or demand was first made, (ii) the identity upon request of the Person making itIndemnified Party, (iii) shall assume the indemnified Persondefense thereof, and (iv) including the substance employment of such claim or demand. Failure to so notify Each Loan Party within said ten (10) Business Days shall reduce the amount of the Loan Parties’ obligations and liabilities under this Section 6.7 by an amount equal to any damages or losses suffered by the Loan Parties resulting from any prejudice caused the Loan Parties by such delay in notification from the Lender. Upon receipt of such notice, the Loan Parties shall have the exclusive right and obligation to contest, defend, negotiate or settle any such claim or demand through counsel of their own selection (but reasonably satisfactory to the Lender) Indemnified Party to represent the Indemnified Party and solely at each Loan Parties’ own costany others the Indemnifying Party may designate and shall pay the fees and disbursements of such counsel related to such proceeding. In any such action or proceeding, risk and expense; provided, that the Lender, at its own cost and expense any Indemnified Party shall have the right to participate in retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such contestproceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, defenseand representation of both parties by the same counsel would be, negotiations in the judgement of the Indemnified Party, inappropriate due to actual or settlementpotential differing interests between them. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all holders of Notes and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the holders of Notes, such firm shall be designated in writing by the Required Holder(s). The Indemnifying Party shall not be liable for any settlement of any claim proceeding effected without its written consent, but if settled with such consent or demand hereunder if there be a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by any Loan reason of such settlement or judgment. No Indemnifying Party may be made only upon shall, without the prior approval written consent of the Lender of the terms of the settlementIndemnified Party, which approval consent shall not be unreasonably withheld, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is or is reasonably likely to have been a party and indemnity could have been sought hereunder by such Indemnified Party.

Environmental Indemnities. Each Loan Party Borrower hereby agrees to indemnify, defend and hold harmless the Lender Bank and each of its officers, directors, employees, agents, consultants, attorneys, contractors and each of its Affiliatesaffiliates, successors or assigns, or transferees (collectively the "Indemnified Parties") from and against, and reimburse said Persons the Indemnified Parties in full with respect to, any and all loss, liability, damage, fines, penalties, costs and expenses, of every kind and character, including reasonable attorneys’ ' fees and court costs, known or unknown, fixed or contingent, occasioned by or associated with any claims, demands, causes of action, suits and/or enforcement actions, including any administrative or judicial proceedings, and any remedial, removal or response actions ever asserted, threatened, instituted or requested by any Persons, including any Tribunal, arising out of or related to: (a) the breach of any representation or warranty of any Loan Party Borrower contained in Section 9.6 6.5 set forth herein; (b) the failure of any Loan Party Borrower to perform any of its covenants contained in Section 6.6 5.5 or 6.7 5.6 hereunder; (c) the ownership, construction, occupancy, operation, use of the Collateral prior to the earlier of the date on which (i) the Indebtedness and obligations secured hereby have been paid and performed in full, or (ii) the Collateral has been sold by the Lender Bank following its Bank's ownership of the Collateral by way of foreclosure of the Liens granted pursuant hereto, deed in lieu of such foreclosure or otherwise (the “"Release Date”"); provided, however, this indemnity shall not apply with respect to matters caused by or arising solely from the Lender or its agent’s, consultant’s, attorney’s or contractor’s Bank's activities during any period of time the Lender Bank acquires ownership of the Collateral. The provisions of indemnities contained in this Section 6.7 shall be in addition 5.7 apply, without limitation, to any other obligations and liabilities the Loan Party may have to the Lender at common law violation on or otherwise hereunder and except as expressly provided for herein shall survive before the Release Date of any Environmental Laws and shall continue thereafter in full force and effect. The Lender agrees that any liability or obligation relating to the environmental conditions on, under or about the Collateral on or prior to the Release Date (including, without limitation: (a) the presence on, upon or in the event that such claimCollateral or release, suit or enforcement action is asserted discharge or threatened in writing release on, upon or instituted against it or any of its officers, employers, agents or contractors or any such remedial, removal or response action is requested of it or any of its officers, employees, agents or contractors for which from the Lender may desire indemnity or defense hereunder, the Lender shall give written notification thereof to each Loan Party. Notwithstanding anything to the contrary stated herein, the indemnities created by this Section 6.7 shall only apply to losses, liabilities, damages, fines, penalties, costs and expenses actually incurred by the Lender as a result of claims, demands, actions, suits or proceedings brought by Persons who are not the beneficiaries Collateral of any such indemnity. The Lender shall act as the exclusive agent for all indemnified Persons under this Section 6.7 who are affiliated with the Lender. With respect to any claims or demands made by such indemnified Persons, the Lender shall notify Each Loan Party within ten (10) Business Days after the Lender’s receipt of a writing advising such Person of such claim or demand. Such notice shall identify (i) when such claim or demand was first made, (ii) the identity of the Person making it, (iii) the indemnified Person, and (iv) the substance of such claim or demand. Failure to so notify Each Loan Party within said ten (10) Business Days shall reduce the amount of the Loan Parties’ obligations and liabilities under this Section 6.7 by an amount equal to any damages or losses suffered by the Loan Parties resulting from any prejudice caused the Loan Parties by such delay in notification from the Lender. Upon receipt of such notice, the Loan Parties shall have the exclusive right and obligation to contest, defend, negotiate or settle any such claim or demand through counsel of their own selection (but reasonably satisfactory to the Lender) and solely at each Loan Parties’ own cost, risk and expense; provided, that the Lender, at its own cost and expense shall have the right to participate in any such contest, defense, negotiations or settlement. The settlement of any claim or demand hereunder by any Loan Party may be made only upon the prior approval of the Lender of the terms of the settlement, which approval shall not be unreasonably withheld.Polluting Substances

Environmental Indemnities. Each Loan Party Borrowers hereby agrees agree to indemnify, defend and hold harmless the Lender Collateral Agent and the Banks and each of its their respective officers, directors, employees, agents, consultants, attorneys, contractors and each of its Affiliatesaffiliates, successors or assigns, or transferees from and against, and reimburse said Persons in full with respect to, any and all loss, liability, damage, fines, penalties, costs and expenses, of every kind and character, including reasonable attorneys’ ' fees and court costs, known or unknown, fixed or contingent, occasioned by or associated with any claims, demands, causes of action, suits and/or enforcement actions, including any administrative or judicial proceedings, and any remedial, removal or response actions ever asserted, threatened, instituted or requested by any Persons, including any Tribunal, arising out of or related to: (a) the breach of any representation or warranty of any Loan Party Borrowers contained in Section 9.6 8.16 set forth herein; (b) the failure of any Loan Party Borrowers to perform any of its their covenants contained in Section 6.6 or 6.7 7.7 hereunder; (c) the ownership, construction, occupancy, operation, use of the Collateral prior to the earlier of the date on which (i) the Indebtedness Bank Obligations and obligations secured hereby have been paid and performed in fullfull and the Security Instruments have been released, or (ii) the Collateral has been sold by the Lender Collateral Agent following its Collateral Agent's ownership of the Collateral by way of foreclosure of the Liens granted pursuant hereto, deed in lieu of such foreclosure or otherwise (the “"Release Date”"); provided, however, this indemnity shall not apply with respect to matters caused by or arising solely from the Lender or its agent’s, consultant’s, attorney’s or contractor’s Collateral Agent's activities during any period of time the Lender Collateral Agent acquires ownership of the Collateral. The provisions of this Section 6.7 shall be in addition to any other obligations and liabilities the Loan Party may have to the Lender at common law or otherwise hereunder and except as expressly provided for herein shall survive the Release Date and shall continue thereafter in full force and effect. The Lender agrees that in the event that such claim, suit or enforcement action is asserted or threatened in writing or instituted against it or any of its officers, employers, agents or contractors or any such remedial, removal or response action is requested of it or any of its officers, employees, agents or contractors for which the Lender may desire indemnity or defense hereunder, the Lender shall give written notification thereof to each Loan Party. Notwithstanding anything to the contrary stated herein, the indemnities created by this Section 6.7 shall only apply to losses, liabilities, damages, fines, penalties, costs and expenses actually incurred by the Lender as a result of claims, demands, actions, suits or proceedings brought by Persons who are not the beneficiaries of any such indemnity. The Lender shall act as the exclusive agent for all indemnified Persons under this Section 6.7 who are affiliated with the Lender. With respect to any claims or demands made by such indemnified Persons, the Lender shall notify Each Loan Party within ten (10) Business Days after the Lender’s receipt of a writing advising such Person of such claim or demand. Such notice shall identify (i) when such claim or demand was first made, (ii) the identity of the Person making it, (iii) the indemnified Person, and (iv) the substance of such claim or demand. Failure to so notify Each Loan Party within said ten (10) Business Days shall reduce the amount of the Loan Parties’ obligations and liabilities under this Section 6.7 by an amount equal to any damages or losses suffered by the Loan Parties resulting from any prejudice caused the Loan Parties by such delay in notification from the Lender. Upon receipt of such notice, the Loan Parties shall have the exclusive right and obligation to contest, defend, negotiate or settle any such claim or demand through counsel of their own selection (but reasonably satisfactory to the Lender) and solely at each Loan Parties’ own cost, risk and expense; provided, that the Lender, at its own cost and expense shall have the right to participate in any such contest, defense, negotiations or settlement. The settlement of any claim or demand hereunder by any Loan Party may be made only upon the prior approval of the Lender of the terms of the settlement, which approval shall not be unreasonably withheld.

Environmental Indemnities. Each Loan Party The Borrower hereby agrees to indemnify, defend and hold harmless the Lender Bank and each of its officers, directors, employees, agents, consultants, attorneys, contractors and each of its Affiliatesaffiliates, successors or assigns, or transferees from and against, and reimburse said Persons in full with respect to, any and all loss, liability, damage, fines, penalties, costs and expenses, of every kind and character, including reasonable attorneys’ ' fees and court costs, known or unknown, fixed or contingent, occasioned by or associated with any claims, demands, causes of action, suits and/or enforcement actions, including any administrative or judicial proceedings, and any remedial, removal or response actions ever asserted, threatened, instituted or requested by any Persons, including any Tribunal, arising out of or related to: (a) the breach of any representation or warranty of any Loan Party the Borrower contained in Section 9.6 7.6 set forth herein; (b) the failure of any Loan Party the Borrower to perform any of its covenants contained in Section 6.5 or 6.6 or 6.7 hereunder; (c) the ownership, construction, occupancy, operation, use of the Collateral prior to the earlier of the date on which (i) the Indebtedness and obligations secured hereby have been paid and performed in fullfull and the Security Instruments have been released, or (ii) the Collateral has been sold by the Lender Bank following its the Bank's ownership of the Collateral by way of foreclosure of the Liens granted pursuant hereto, deed in lieu of such foreclosure or otherwise (the “"Release Date”"); provided, however, this indemnity shall not apply with respect to matters caused by or arising solely from the Lender or its agent’s, consultant’s, attorney’s or contractor’s Bank's activities during any period of time the Lender Bank acquires ownership of the Collateral. The provisions of this Section 6.7 shall be in addition to any other obligations and liabilities the Loan Party may have to the Lender at common law or otherwise hereunder and except as expressly provided for herein shall survive the Release Date and shall continue thereafter in full force and effect. The Lender agrees that in the event that such claim, suit or enforcement action is asserted or threatened in writing or instituted against it or any of its officers, employers, agents or contractors or any such remedial, removal or response action is requested of it or any of its officers, employees, agents or contractors for which the Lender may desire indemnity or defense hereunder, the Lender shall give written notification thereof to each Loan Party. Notwithstanding anything to the contrary stated herein, the indemnities created by this Section 6.7 shall only apply to losses, liabilities, damages, fines, penalties, costs and expenses actually incurred by the Lender as a result of claims, demands, actions, suits or proceedings brought by Persons who are not the beneficiaries of any such indemnity. The Lender shall act as the exclusive agent for all indemnified Persons under this Section 6.7 who are affiliated with the Lender. With respect to any claims or demands made by such indemnified Persons, the Lender shall notify Each Loan Party within ten (10) Business Days after the Lender’s receipt of a writing advising such Person of such claim or demand. Such notice shall identify (i) when such claim or demand was first made, (ii) the identity of the Person making it, (iii) the indemnified Person, and (iv) the substance of such claim or demand. Failure to so notify Each Loan Party within said ten (10) Business Days shall reduce the amount of the Loan Parties’ obligations and liabilities under this Section 6.7 by an amount equal to any damages or losses suffered by the Loan Parties resulting from any prejudice caused the Loan Parties by such delay in notification from the Lender. Upon receipt of such notice, the Loan Parties shall have the exclusive right and obligation to contest, defend, negotiate or settle any such claim or demand through counsel of their own selection (but reasonably satisfactory to the Lender) and solely at each Loan Parties’ own cost, risk and expense; provided, that the Lender, at its own cost and expense shall have the right to participate in any such contest, defense, negotiations or settlement. The settlement of any claim or demand hereunder by any Loan Party may be made only upon the prior approval of the Lender of the terms of the settlement, which approval shall not be unreasonably withheld.

Environmental Indemnities. Each Loan Party The Company hereby agrees to indemnify, defend and hold harmless each holder of Notes, the Lender Collateral Agent and each of its their respective officers, directors, employees, agents, consultants, attorneys, contractors and each of its Affiliatescontractors, successors or assignsaffiliates, successors, assigns or transferees (each an "INDEMNIFIED PARTY") from and against, and reimburse said Persons in full with respect to, any and all loss, liability, damage, fines, penalties, costs and expenses, of every kind and character, including reasonable attorneys’ ' fees and court costs, known or unknown, fixed or contingent, occasioned by or associated with any claims, demands, causes of action, suits and/or enforcement actions, including any administrative or judicial proceedings, and any remedial, removal or response actions ever asserted, threatened, instituted or requested by any Persons, including any Tribunal, arising out of or related to: (ai) the breach of any representation or warranty of any Loan Party the Company contained in Section 9.6 set forth herein5.18 or any analogous provision contained in any Security Document; (bii) the failure of any Loan Party the Company to perform perform, or to cause its Subsidiaries to perform, any of its the covenants contained in Section 6.6 9.9 or 6.7 hereunderany analogous provision contained in any Security Document; (ciii) the ownership, construction, occupancy, operation, operation or use of the Collateral Subject Property prior to the earlier of the date on which (ia) the Indebtedness and obligations secured hereby Notes have been paid in full and performed in full, the Security Documents have been released or (iib) the Collateral Subject Property has been sold by the Lender following its ownership of the Collateral by way of Agent pursuant to foreclosure of the Liens granted pursuant heretounder the Security Documents, deed transfer in lieu of such foreclosure or otherwise (the “Release Date”); provided, however, this indemnity shall not apply with respect to matters caused by or arising solely from the Lender or its agent’s, consultant’s, attorney’s or contractor’s activities during any period of time the Lender acquires ownership all of the Collateralforegoing, collectively, the "INDEMNIFIED LIABILITIES").THE FOREGOING INDEMNITY OBLIGATIONS OF THE COMPANY SHALL EXTEND TO ALL INDEMNIFIED LIABILITIES, INCLUDING, WITHOUT LIMITATION, ANY INDEMNIFIED LIABILITIES ARISING FROM OR ATTRIBUTED TO THE NEGLIGENCE (WHETHER SOLE, CONTRIBUTORY OR CONCURRENT) OF ANY INDEMNIFIED PARTY. The provisions of this Section 6.7 In case any action or proceeding (including any governmental or regulatory investigation or proceeding) shall be instituted involving any Person in addition to any other obligations and liabilities the Loan Party respect of which indemnity may have be sought pursuant to the Lender at common law or otherwise hereunder and except as expressly provided for herein preceding paragraph the Indemnified Party shall survive promptly notify the Release Date and shall continue thereafter in full force and effect. The Lender agrees that in the event that Person against whom such claim, suit or enforcement action is asserted or threatened indemnity may be sought (each an "INDEMNIFYING PARTY") in writing or instituted against it or any of its officersand the Indemnifying Party, employers, agents or contractors or any such remedial, removal or response action is requested of it or any of its officers, employees, agents or contractors for which the Lender may desire indemnity or defense hereunder, the Lender shall give written notification thereof to each Loan Party. Notwithstanding anything to the contrary stated herein, the indemnities created by this Section 6.7 shall only apply to losses, liabilities, damages, fines, penalties, costs and expenses actually incurred by the Lender as a result of claims, demands, actions, suits or proceedings brought by Persons who are not the beneficiaries of any such indemnity. The Lender shall act as the exclusive agent for all indemnified Persons under this Section 6.7 who are affiliated with the Lender. With respect to any claims or demands made by such indemnified Persons, the Lender shall notify Each Loan Party within ten (10) Business Days after the Lender’s receipt of a writing advising such Person of such claim or demand. Such notice shall identify (i) when such claim or demand was first made, (ii) the identity upon request of the Person making itIndemnified Party, (iii) shall assume the indemnified Persondefense thereof, and (iv) including the substance employment of such claim or demand. Failure to so notify Each Loan Party within said ten (10) Business Days shall reduce the amount of the Loan Parties’ obligations and liabilities under this Section 6.7 by an amount equal to any damages or losses suffered by the Loan Parties resulting from any prejudice caused the Loan Parties by such delay in notification from the Lender. Upon receipt of such notice, the Loan Parties shall have the exclusive right and obligation to contest, defend, negotiate or settle any such claim or demand through counsel of their own selection (but reasonably satisfactory to the Lender) Indemnified Party to represent the Indemnified Party and solely at each Loan Parties’ own costany others the Indemnifying Party may designate and shall pay the fees and disbursements of such counsel related to such proceeding. In any such action or proceeding, risk and expense; provided, that the Lender, at its own cost and expense any Indemnified Party shall have the right to participate in any such contestretain its own counsel, defense, negotiations or settlement. The settlement of any claim or demand hereunder by any Loan Party may be made only upon the prior approval of the Lender of the terms of the settlement, which approval shall not be unreasonably withheld.but the

Environmental Indemnities. Each Loan Party The Company hereby agrees to indemnify, defend and hold harmless each holder of Securities, the Lender Agent and each of its their respective officers, directors, employees, agents, consultants, attorneys, contractors and each of its Affiliatescontractors, successors or assignsaffiliates, successors, assigns or transferees from and against, and reimburse said Persons in full with respect to, any and all loss, liability, damage, fines, penalties, costs and expenses, of every kind and character, including reasonable attorneys’ ' fees and court costs, known or unknown, fixed or contingent, occasioned by or associated with any claims, demands, causes of action, suits and/or enforcement actions, including any administrative or judicial proceedings, and any remedial, removal or response actions ever asserted, threatened, instituted or requested by any Persons, including any Tribunal, arising out of or related to: (ai) the breach of any representation or warranty of any Loan Party the Company contained in Section 9.6 paragraph 9M set forth herein; (bii) the failure of any Loan Party the Company to perform perform, or to cause its Subsidiaries to perform, any of its the covenants contained in Section 6.6 or 6.7 hereunderparagraph 5J; (ciii) the ownership, construction, occupancy, operation, use of the Collateral prior to the earlier of the date on which (ia) the Indebtedness and obligations secured hereby Notes have been paid and performed in full, the Warrants are no longer outstanding and the Security Documents have been released, or (iib) the Collateral has been sold by the Lender following its ownership of the Collateral by way of Agent pursuant to foreclosure of the Liens granted pursuant heretounder the Security Documents, deed in lieu of such foreclosure or otherwise (all of the “Release Date”foregoing, collectively, the "INDEMNIFIED LIABILITIES"); provided, however, this the foregoing indemnity shall not apply with respect to matters caused solely by or arising solely from the Lender or its agent’s, consultant’s, attorney’s or contractor’s Agent's activities during any period of time the Lender Agent acquires ownership of the Collateral. The provisions of this Section 6.7 shall be in addition to any other obligations and liabilities the Loan Party may have to the Lender at common law or otherwise hereunder and except as expressly provided for herein shall survive the Release Date and shall continue thereafter in full force and effect. The Lender agrees that in the event that such claimTHE FOREGOING INDEMNITY OBLIGATIONS OF THE COMPANY SHALL EXTEND TO ALL INDEMNIFIED LIABILITIES, suit or enforcement action is asserted or threatened in writing or instituted against it or any of its officersINCLUDING, employersWITHOUT LIMITATION, agents or contractors or any such remedial, removal or response action is requested of it or any of its officers, employees, agents or contractors for which the Lender may desire indemnity or defense hereunder, the Lender shall give written notification thereof to each Loan Party. Notwithstanding anything to the contrary stated herein, the indemnities created by this Section 6.7 shall only apply to losses, liabilities, damages, fines, penalties, costs and expenses actually incurred by the Lender as a result of claims, demands, actions, suits or proceedings brought by Persons who are not the beneficiaries of any such indemnity. The Lender shall act as the exclusive agent for all indemnified Persons under this Section 6.7 who are affiliated with the Lender. With respect to any claims or demands made by such indemnified Persons, the Lender shall notify Each Loan Party within ten (10) Business Days after the Lender’s receipt of a writing advising such Person of such claim or demand. Such notice shall identify (i) when such claim or demand was first made, (ii) the identity of the Person making it, (iii) the indemnified Person, and (iv) the substance of such claim or demand. Failure to so notify Each Loan Party within said ten (10) Business Days shall reduce the amount of the Loan Parties’ obligations and liabilities under this Section 6.7 by an amount equal to any damages or losses suffered by the Loan Parties resulting from any prejudice caused the Loan Parties by such delay in notification from the Lender. Upon receipt of such notice, the Loan Parties shall have the exclusive right and obligation to contest, defend, negotiate or settle any such claim or demand through counsel of their own selection (but reasonably satisfactory to the Lender) and solely at each Loan Parties’ own cost, risk and expense; provided, that the Lender, at its own cost and expense shall have the right to participate in any such contest, defense, negotiations or settlement. The settlement of any claim or demand hereunder by any Loan Party may be made only upon the prior approval of the Lender of the terms of the settlement, which approval shall not be unreasonably withheldANY INDEMNIFIED LIABILITIES ARISING FROM OR ATTRIBUTED TO THE NEGLIGENCE OF ANY INDEMNIFIED PARTY.

Environmental Indemnities. Each Loan Party of the Borrowers hereby agrees to indemnify, defend and hold harmless the Lender Administrative Agent and each of its the Lenders and their respective officers, directors, employees, agents, consultants, attorneys, contractors and each of its Affiliatestheir respective affiliates, successors or assigns, or transferees from and against, and reimburse said Persons in full with respect to, any and all loss, liability, damage, fines, penalties, costs and expenses, of every kind and character, including reasonable attorneys’ fees and court costs, known or unknown, fixed or contingent, occasioned by or associated with any claims, demands, causes of action, suits and/or enforcement actions, including any administrative or judicial proceedings, and any remedial, removal or response actions ever asserted, threatened, instituted or requested by any Persons, including any TribunalGovernmental Authority, arising out of or related to: (a) the breach of any representation or warranty of any Loan Party the Borrowers contained in Section 9.6 set forth herein5.16; (b) the failure of any Loan Party the Borrowers to perform any of its their respective covenants contained in Section 6.6 or 6.7 hereunder6.7; (c) the ownership, construction, occupancy, operation, use of the Collateral Credit Parties’ Properties prior to the earlier of the date on which (i) the Indebtedness and obligations secured hereby have been paid and performed in full, or (ii) the Collateral has been sold by the Lender following its ownership of the Collateral by way of foreclosure of the Liens granted pursuant hereto, deed in lieu of such foreclosure or otherwise (the “Release Date”); provided, however, this indemnity shall not apply with respect to matters caused by or arising solely from the Lender or its agent’s, consultant’s, attorneyAdministrative Agent’s or contractor’s the Lenders’ activities during any period of time the Lender acquires Administrative Agent or the Lenders acquire ownership of the CollateralCredit Parties’ Properties. The provisions of indemnities contained in this Section 6.7 shall be in addition 12.8 apply, without limitation, to any other obligations and liabilities the Loan Party may have to the Lender at common law violation on or otherwise hereunder and except as expressly provided for herein shall survive before the Release Date of any Environmental Laws and shall continue thereafter in full force and effect. The Lender agrees that any liability or obligation relating to the environmental conditions on, under or about the Credit Parties’ Properties on or prior to the Release Date (including, without limitation: (a) the presence on, on or in the event that such claimCredit Parties’ Properties or release, suit or enforcement action is asserted discharge or threatened in writing release on, on or instituted against it from the Credit Parties’ Properties of any polluting substances generated, used, stored, treated, disposed of or any of its officers, employers, agents or contractors or any such remedial, removal or response action is requested of it or any of its officers, employees, agents or contractors for which the Lender may desire indemnity or defense hereunder, the Lender shall give written notification thereof to each Loan Party. Notwithstanding anything otherwise released prior to the contrary stated herein, the indemnities created by this Section 6.7 shall only apply to losses, liabilities, damages, fines, penalties, costs and expenses actually incurred by the Lender as a result of claims, demands, actions, suits or proceedings brought by Persons who are not the beneficiaries of any such indemnity. The Lender shall act as the exclusive agent for all indemnified Persons under this Section 6.7 who are affiliated with the Lender. With respect to any claims or demands made by such indemnified Persons, the Lender shall notify Each Loan Party within ten (10) Business Days after the Lender’s receipt of a writing advising such Person of such claim or demand. Such notice shall identify (i) when such claim or demand was first made, (ii) the identity of the Person making it, (iii) the indemnified PersonRelease Date, and (ivb) the substance of such claim any and all damage to real or demand. Failure to so notify Each Loan Party within said ten (10) Business Days shall reduce the amount of the Loan Parties’ obligations and liabilities under this Section 6.7 by an amount equal to any damages personal property or losses suffered by the Loan Parties resulting from any prejudice caused the Loan Parties by such delay in notification from the Lender. Upon receipt of such notice, the Loan Parties shall have the exclusive right and obligation to contest, defend, negotiate or settle any such claim or demand through counsel of their own selection (but reasonably satisfactory to the Lender) and solely at each Loan Parties’ own cost, risk and expense; provided, that the Lender, at its own cost and expense shall have the right to participate in any such contest, defense, negotiations or settlement. The settlement of any claim or demand hereunder by any Loan Party may be made only upon the prior approval of the Lender of the terms of the settlement, which approval shall not be unreasonably withheld.natural

Environmental Indemnities. Each Loan Party hereby agrees In addition to any other indemnity from Landlord provided for in this Lease, Landlord shall indemnify, defend defend, protect, and hold harmless the Lender and each of Tenant, its directors, officers, directors, employees, agents, consultants, attorneys, contractors successors, and each of its Affiliates, successors or assigns, or transferees from and against, and reimburse said Persons in full with respect to, against any and all lossclaims, liabilities (including strict liability), damagepenalties, fines, penaltiesjudgments, forfeitures, costs and expensesexpenses of investigations, damages (including without limitation punitive damages), encumbrances, liens, any directive of every kind and characterany governmental authority, whether or not such claim or directive is ultimately defeated or negated, losses, costs, or expenses (including reasonable attorneys’ fees , consultants’ and court costs, known or unknown, fixed or contingent, occasioned by or associated with any claims, demands, causes of action, suits and/or enforcement actions, including any administrative or judicial proceedings, and any remedial, removal or response actions ever asserted, threatened, instituted or requested by any Persons, including any Tribunal, arising out of or related to: experts’ fees) for Environmental Damages (aas defined hereinafter) the breach of any representation or warranty of any Loan Party contained in Section 9.6 set forth herein; (b) the failure of any Loan Party to perform any of its covenants contained in Section 6.6 or 6.7 hereunder; (c) the ownership, construction, occupancy, operation, use of the Collateral prior to the earlier of extent arising from or to the date on which extent caused in whole or in part, directly or indirectly, by (i) the Indebtedness and obligations secured hereby have been paid and performed presence in, on, under, or about the Premises, or any discharge or release in fullor from the Premises of any Hazardous Substance (as defined hereinafter), except to the extent that any such presence, discharge, or release is caused by Tenant’s activities on or about the Premises, or the activities of Tenant’s contractors, agents, representatives, customers, or invitees (hereafter “Tenant’s Invitees”), on or about the Premises, or (ii) Landlord’s failure to comply with any Environmental Law (as defined hereinafter) to the Collateral has been sold by the Lender following its ownership extent that compliance is required on account of the Collateral by way of foreclosure of the Liens granted pursuant hereto, deed in lieu of such foreclosure or otherwise (the “Release Date”); provided, however, this indemnity shall not apply with respect to matters caused by or arising solely from the Lender or its agent’s, consultant’s, attorney’s or contractorLandlord’s activities during any period of time or Landlord’s failure to act on the Lender acquires ownership of the CollateralPremises. The provisions of this Section 6.7 shall be in In addition to any other obligations indemnity from Tenant provided in this Lease, Tenant shall indemnify, defend, protect, and liabilities the Loan Party may have to the Lender at common law or otherwise hereunder hold harmless Landlord and except as expressly provided for herein shall survive the Release Date and shall continue thereafter in full force and effect. The Lender agrees that in the event that such claimits trustees, suit or enforcement action is asserted or threatened in writing or instituted against it or any of its directors, officers, employers, agents or contractors or any such remedial, removal or response action is requested of it or any of its officersaffiliates, employees, agents or contractors for which the Lender may desire indemnity or defense hereunderagents, the Lender shall give written notification thereof to each Loan Party. Notwithstanding anything to the contrary stated hereinattorneys, the indemnities created by this Section 6.7 shall only apply to lossessuccessors, liabilitiesand assigns, damagesfrom and against any and all claims, liabilities (including strict liability), penalties, fines, penaltiesjudgments, forfeitures, costs and expenses actually incurred by the Lender as a result of claimsinvestigations, demandsdamages (including without limitation punitive damages), actionsencumbrances, suits or proceedings brought by Persons who are not the beneficiaries liens, any directive of any such indemnity. The Lender shall act as the exclusive agent for all indemnified Persons under this Section 6.7 who are affiliated with the Lender. With respect to any claims governmental authority, whether or demands made by such indemnified Persons, the Lender shall notify Each Loan Party within ten (10) Business Days after the Lender’s receipt of a writing advising such Person of not such claim or demand. Such notice shall identify directive is ultimately defeated or negated, losses, costs, or expenses (including reasonable attorneys’, consultants’ and experts’ fees) for Environmental Damages (as defined hereinafter) to the extent arising from or to the extent caused in whole or in part, directly or indirectly, by (i) when the presence in, on, under, or about the Premises, or any discharge or release in or from the Premises of any Hazardous Substance (as defined hereinafter), caused by Tenant’s, or Tenant’s Invitees’, activities or failure to act on the Premises except to the extent that any such claim presence, discharge or demand was first maderelease is caused by Landlord's activities, or the activities of Landlord's contractors, agents, representatives, customers, or invitees on or about the Premises, (ii) Tenant’s failure to comply with any Environmental Law (as defined hereinafter) to the identity extent that compliance is required on account of Tenant’s activities or Tenant’s failure to act on the Person making itPremises, or (iii) the indemnified Personuse, operation, maintenance, repair, and (iv) the substance of such claim or demand. Failure to so notify Each Loan Party within said ten (10) Business Days shall reduce the amount removal of the Loan Parties’ obligations and liabilities under Tanks (as defined hereinafter) by Tenant or Tenant’s contractors, agents, representatives, customers, or invitees during the Term of this Section 6.7 by an amount equal to any damages or losses suffered by the Loan Parties resulting from any prejudice caused the Loan Parties by such delay in notification from the Lender. Upon receipt of such notice, the Loan Parties shall have the exclusive right and obligation to contest, defend, negotiate or settle any such claim or demand through counsel of their own selection (but reasonably satisfactory to the Lender) and solely at each Loan Parties’ own cost, risk and expense; provided, that the Lender, at its own cost and expense shall have the right to participate in any such contest, defense, negotiations or settlementLease. The settlement indemnity obligation of both Landlord and Tenant created hereunder shall include, without limitation, and whether foreseeable or unforeseeable, any claim and all costs incurred in connection with any site investigation, and any and all costs for repair, cleanup, detoxification or demand hereunder by any Loan Party may be made only upon the prior approval decontamination, removal action, response activity, or other remedial action of the Lender Premises. The obligations of the terms parties hereunder shall survive the expiration or earlier termination of the settlementthis Lease, which approval shall not be unreasonably withheldand any extensions thereof.

Environmental Indemnities. Each Loan Party Borrowers hereby agrees agree to indemnify, defend and hold harmless the Lender Bank and each of its officers, directors, employees, agents, consultants, attorneys, contractors and each of its Affiliatesaffiliates, successors or assigns, or transferees from and against, and reimburse said Persons in full with respect to, any and all loss, liability, damage, fines, penalties, costs and expenses, of every kind and character, including reasonable attorneys’ ' fees and court costs, known or unknown, fixed or contingent, occasioned by or associated with any claims, demands, causes of action, suits and/or enforcement actions, including any administrative or judicial proceedings, and any remedial, removal or response actions ever asserted, threatened, instituted or requested by any Persons, including any Tribunal, arising out of or related to: (a) the breach of any representation or warranty of any Loan Party Borrowers contained in Section 9.6 7.16 set forth herein; (b) the failure of any Loan Party Borrowers to perform any of its their covenants contained in Section 6.6 or 6.7 hereunderherein; (c) the ownership, construction, occupancy, operation, use of the Collateral prior to the earlier of the date on which (i) the Indebtedness and obligations secured hereby have been paid and performed in fullfull and the Security Instruments have been released, or (ii) the Collateral has been sold by the Lender Bank following its the Bank's ownership of the Collateral by way of foreclosure of the Liens granted pursuant hereto, deed in lieu of such foreclosure or otherwise (the “"Release Date”"); provided, however, this indemnity shall not apply with respect to matters caused by or arising solely from the Lender Bank's or its agent’sofficers', consultant’sdirectors', attorney’s employees', agents', consultants', attorneys', contractors', or contractor’s any of its affiliates', successors', assigns' or transferees' activities during any period of time the Lender Bank acquires ownership of the Collateral. The provisions of indemnities contained in this Section 6.7 shall be in addition 6.8 apply, without limitation, to any other obligations and liabilities the Loan Party may have to the Lender at common law violation of Borrowers on or otherwise hereunder and except as expressly provided for herein shall survive before the Release Date and shall continue thereafter in full force and effect. The Lender agrees that in the event that such claim, suit or enforcement action is asserted or threatened in writing or instituted against it or any of its officers, employers, agents or contractors or any such remedial, removal or response action is requested of it or any of its officers, employees, agents or contractors for which the Lender may desire indemnity or defense hereunder, the Lender shall give written notification thereof to each Loan Party. Notwithstanding anything to the contrary stated herein, the indemnities created by this Section 6.7 shall only apply to losses, liabilities, damages, fines, penalties, costs and expenses actually incurred by the Lender as a result of claims, demands, actions, suits or proceedings brought by Persons who are not the beneficiaries of any such indemnity. The Lender shall act as the exclusive agent for all indemnified Persons under this Section 6.7 who are affiliated with the Lender. With respect to Environmental Laws and any claims or demands made by such indemnified Persons, the Lender shall notify Each Loan Party within ten (10) Business Days after the Lender’s receipt of a writing advising such Person of such claim or demand. Such notice shall identify (i) when such claim or demand was first made, (ii) the identity of the Person making it, (iii) the indemnified Person, and (iv) the substance of such claim or demand. Failure to so notify Each Loan Party within said ten (10) Business Days shall reduce the amount of the Loan Parties’ obligations and liabilities under this Section 6.7 by an amount equal to any damages or losses suffered by the Loan Parties resulting from any prejudice caused the Loan Parties by such delay in notification from the Lender. Upon receipt of such notice, the Loan Parties shall have the exclusive right and obligation to contest, defend, negotiate or settle any such claim or demand through counsel of their own selection (but reasonably satisfactory to the Lender) and solely at each Loan Parties’ own cost, risk and expense; provided, that the Lender, at its own cost and expense shall have the right to participate in any such contest, defense, negotiations or settlement. The settlement of any claim or demand hereunder by any Loan Party may be made only upon the prior approval of the Lender of the terms of the settlement, which approval shall not be unreasonably withheld.liability or

Environmental Indemnities. Each Loan Party Borrowers hereby agrees agree to indemnify, defend and hold harmless the Lender Administrative Agent and the Banks and each of its their respective officers, directors, employees, agents, consultants, attorneys, contractors and each of its Affiliatesaffiliates, successors or assigns, or transferees from and against, and reimburse said Persons in full with respect to, any and all loss, liability, damage, fines, penalties, costs and expenses, of every kind and character, including reasonable attorneys’ ' fees and court costs, known or unknown, fixed or contingent, occasioned by or associated with any claims, demands, causes of action, suits and/or enforcement actions, including any administrative or judicial proceedings, and any remedial, removal or response actions ever asserted, threatened, instituted or requested by any Persons, including any Tribunal, arising out of or related to: (a) the breach of any representation or warranty of any Loan Party Borrowers contained in Section 9.6 8.5 set forth herein; (b) the failure of any Loan Party Borrowers to perform any of its covenants contained in Section 6.6 7.5 or 6.7 7.6 hereunder; (c) the ownership, construction, occupancy, operation, use of the Collateral prior to the earlier of the date on which (i) the Indebtedness and obligations secured hereby have been paid and performed in fullfull and the Security Instruments have been released, or (ii) the Collateral has been sold by the Lender Banks following its Banks' ownership of the Collateral by way of foreclosure of the Liens granted pursuant hereto, deed in lieu of such foreclosure or otherwise (the “"Release Date”"); provided, however, this indemnity shall not apply with respect to matters caused by or arising solely from the Lender or its agent’s, consultant’s, attorney’s or contractor’s Bank's activities during any period of time after the Lender acquires Banks acquire ownership of the Collateral. The provisions of this Section 6.7 shall be in addition to any other obligations and liabilities the Loan Party may have to the Lender at common law or otherwise hereunder and except as expressly provided for herein shall survive the Release Date and shall continue thereafter in full force and effect. The Lender agrees that in the event that such claim, suit or enforcement action is asserted or threatened in writing or instituted against it or any of its officers, employers, agents or contractors or any such remedial, removal or response action is requested of it or any of its officers, employees, agents or contractors for which the Lender may desire indemnity or defense hereunder, the Lender shall give written notification thereof to each Loan Party. Notwithstanding anything to the contrary stated herein, the indemnities created by this Section 6.7 shall only apply to losses, liabilities, damages, fines, penalties, costs and expenses actually incurred by the Lender as a result of claims, demands, actions, suits or proceedings brought by Persons who are not the beneficiaries of any such indemnity. The Lender shall act as the exclusive agent for all indemnified Persons under this Section 6.7 who are affiliated with the Lender. With respect to any claims or demands made by such indemnified Persons, the Lender shall notify Each Loan Party within ten (10) Business Days after the Lender’s receipt of a writing advising such Person of such claim or demand. Such notice shall identify (i) when such claim or demand was first made, (ii) the identity of the Person making it, (iii) the indemnified Person, and (iv) the substance of such claim or demand. Failure to so notify Each Loan Party within said ten (10) Business Days shall reduce the amount of the Loan Parties’ obligations and liabilities under this Section 6.7 by an amount equal to any damages or losses suffered by the Loan Parties resulting from any prejudice caused the Loan Parties by such delay in notification from the Lender. Upon receipt of such notice, the Loan Parties shall have the exclusive right and obligation to contest, defend, negotiate or settle any such claim or demand through counsel of their own selection (but reasonably satisfactory to the Lender) and solely at each Loan Parties’ own cost, risk and expense; provided, that the Lender, at its own cost and expense shall have the right to participate in any such contest, defense, negotiations or settlement. The settlement of any claim or demand hereunder by any Loan Party may be made only upon the prior approval of the Lender of the terms of the settlement, which approval shall not be unreasonably withheld.

Environmental Indemnities. Each Loan Party of the Borrowers hereby agrees agree to indemnify, defend and hold harmless the Lender Banks and each of its their respective officers, directors, employees, agents, consultants, attorneys, contractors and each of its Affiliatestheir respective affiliates, successors or assigns, or transferees from and against, and reimburse said Persons in full with respect to, any and all loss, liability, damage, fines, penalties, costs and expenses, of every kind and character, including reasonable attorneys’ ' fees and court costs, known or unknown, fixed or contingent, occasioned by or associated with any claims, demands, causes of action, suits and/or enforcement actions, including any administrative or judicial proceedings, and any remedial, removal or response actions ever asserted, threatened, instituted or requested by any Persons, including any Tribunal, arising out of or related to: (a) the breach of any representation or warranty of any Loan Party Borrowers contained in Section 9.6 7.7 set forth herein; (b) the failure of any Loan Party Borrowers to perform any of its their respective covenants contained in Section 6.5 or 6.6 or 6.7 hereunder; (c) the ownership, construction, occupancy, operation, use of the Collateral Borrowers' properties prior to the earlier of the date on which (i) the Indebtedness and obligations secured hereby have been paid and performed in fullfull and the Security Instruments have been released, or (ii) the Collateral Borrowers' properties has been sold by Agent or by the Lender Banks following its such parties' ownership of the Collateral Borrowers' properties by way of foreclosure of the Liens granted pursuant hereto, deed in lieu of such foreclosure or otherwise (the “"Release Date”"); provided, however, this indemnity shall not apply with respect to matters caused by or arising solely from the Lender Agent's or its agent’s, consultant’s, attorney’s or contractor’s the Banks' activities during any period of time the Lender acquires Agent or the Banks acquire ownership of the Collateral. The provisions of this Section 6.7 shall be in addition to any other obligations and liabilities the Loan Party may have to the Lender at common law or otherwise hereunder and except as expressly provided for herein shall survive the Release Date and shall continue thereafter in full force and effect. The Lender agrees that in the event that such claim, suit or enforcement action is asserted or threatened in writing or instituted against it or any of its officers, employers, agents or contractors or any such remedial, removal or response action is requested of it or any of its officers, employees, agents or contractors for which the Lender may desire indemnity or defense hereunder, the Lender shall give written notification thereof to each Loan Party. Notwithstanding anything to the contrary stated herein, the indemnities created by this Section 6.7 shall only apply to losses, liabilities, damages, fines, penalties, costs and expenses actually incurred by the Lender as a result of claims, demands, actions, suits or proceedings brought by Persons who are not the beneficiaries of any such indemnity. The Lender shall act as the exclusive agent for all indemnified Persons under this Section 6.7 who are affiliated with the Lender. With respect to any claims or demands made by such indemnified Persons, the Lender shall notify Each Loan Party within ten (10) Business Days after the Lender’s receipt of a writing advising such Person of such claim or demand. Such notice shall identify (i) when such claim or demand was first made, (ii) the identity of the Person making it, (iii) the indemnified Person, and (iv) the substance of such claim or demand. Failure to so notify Each Loan Party within said ten (10) Business Days shall reduce the amount of the Loan Parties’ obligations and liabilities under this Section 6.7 by an amount equal to any damages or losses suffered by the Loan Parties resulting from any prejudice caused the Loan Parties by such delay in notification from the Lender. Upon receipt of such notice, the Loan Parties shall have the exclusive right and obligation to contest, defend, negotiate or settle any such claim or demand through counsel of their own selection (but reasonably satisfactory to the Lender) and solely at each Loan Parties’ own cost, risk and expense; provided, that the Lender, at its own cost and expense shall have the right to participate in any such contest, defense, negotiations or settlement. The settlement of any claim or demand hereunder by any Loan Party may be made only upon the prior approval of the Lender of the terms of the settlement, which approval shall not be unreasonably withheldBorrowers' properties.

Environmental Indemnities. Each Loan Party Borrowers hereby agrees agree to indemnify, defend and hold harmless the Lender Agent, Lenders and Letter of Credit Issuer and each of its officers, directors, employees, agents, consultants, attorneys, contractors and each of its Affiliatesaffiliates, successors or assigns, or transferees from and against, and reimburse said Persons in full with respect to, any and all out of pocket loss, liability, damage, fines, penalties, costs and expenses, of every kind and character, including reasonable attorneys’ ' fees and court costs, known or unknown, fixed or contingent, occasioned by or associated with any claims, demands, causes of action, suits and/or enforcement actions, including any administrative or judicial proceedings, and any remedial, removal or response actions ever asserted, threatened, instituted or requested by any Persons, including any Tribunal, arising out of or related to: (a) the breach of any representation or warranty of any Loan Party Borrowers contained in Section 9.6 7.16 set forth herein; (b) the failure of any Loan Party Borrowers to perform any of its their covenants contained in Section 6.6 or 6.7 hereunderherein; (c) the ownership, construction, occupancy, operation, use of the Collateral prior to the earlier of the date on which (i) the Indebtedness and obligations secured hereby have been paid and performed in fullfull and the Security Instruments have been released, or (ii) the Collateral has been sold by the Lender Agent following its the Agent's ownership of the Collateral by way of foreclosure of the Liens granted pursuant hereto, deed in lieu of such foreclosure or otherwise (the “"Release Date”"); provided, however, this indemnity shall not apply with respect to matters caused by or arising solely from the Lender Agent's or its agent’s, consultant’s, attorney’s or contractor’s Lender's activities during any period of time the Lender Agent acquires ownership of the Collateral. The provisions of this Section 6.7 shall be in addition to any other obligations and liabilities the Loan Party may have Collateral or otherwise to the Lender at common law or otherwise hereunder and except as expressly provided for herein shall survive the Release Date and shall continue thereafter in full force and effect. The Lender agrees that in the event that such claim, suit or enforcement action is asserted or threatened in writing or instituted against it or any of its officers, employers, agents or contractors or any such remedial, removal or response action is requested of it or any of its officers, employees, agents or contractors for which the Lender may desire indemnity or defense hereunder, the Lender shall give written notification thereof to each Loan Party. Notwithstanding anything to the contrary stated herein, the indemnities created by this Section 6.7 shall only apply to losses, liabilities, damages, fines, penalties, costs and expenses actually incurred extent caused by the Lender as a result of claims, demands, actions, suits Agent's gross negligence or proceedings brought by Persons who are not the beneficiaries of any such indemnity. The Lender shall act as the exclusive agent for all indemnified Persons under this Section 6.7 who are affiliated with the Lender. With respect to any claims or demands made by such indemnified Persons, the Lender shall notify Each Loan Party within ten (10) Business Days after the Lender’s receipt of a writing advising such Person of such claim or demand. Such notice shall identify (i) when such claim or demand was first made, (ii) the identity of the Person making it, (iii) the indemnified Person, and (iv) the substance of such claim or demand. Failure to so notify Each Loan Party within said ten (10) Business Days shall reduce the amount of the Loan Parties’ obligations and liabilities under this Section 6.7 by an amount equal to any damages or losses suffered by the Loan Parties resulting from any prejudice caused the Loan Parties by such delay in notification from the Lender. Upon receipt of such notice, the Loan Parties shall have the exclusive right and obligation to contest, defend, negotiate or settle any such claim or demand through counsel of their own selection (but reasonably satisfactory to the Lender) and solely at each Loan Parties’ own cost, risk and expense; provided, that the Lender, at its own cost and expense shall have the right to participate in any such contest, defense, negotiations or settlement. The settlement of any claim or demand hereunder by any Loan Party may be made only upon the prior approval of the Lender of the terms of the settlement, which approval shall not be unreasonably withheldwillful misconduct.

Environmental Indemnities. Each Loan Party hereby agrees to indemnify, defend and hold harmless the Lender Agent, each Bank and each of its their respective officers, directors, employees, agents, consultants, attorneys, contractors and each of its Affiliatesaffiliates, successors or assigns, or transferees from and against, and reimburse said Persons in full with respect to, any and all loss, liability, damage, fines, penalties, costs and expenses, of every kind and character, including reasonable attorneys’ fees and court costs, known or unknown, fixed or contingent, occasioned by or associated with any claims, demands, causes of action, suits and/or enforcement actions, including any administrative or judicial proceedings, and any remedial, removal or response actions ever asserted, threatened, instituted or requested by any Persons, including any Tribunal, arising out of or related to: (a) the breach of any representation or warranty of any Loan Party contained in Section 9.6 set forth herein; (b) the failure of any Loan Party to perform any of its covenants contained in Section 6.6 or 6.7 hereunder; (c) the ownership, construction, occupancy, operation, use of the Collateral prior to the earlier of the date on which (i) the Indebtedness and obligations secured hereby have been paid and performed in full, or (ii) the Collateral has been sold by the Lender Agent or any Bank following its such Person’s ownership of the Collateral by way of foreclosure of the Liens granted pursuant hereto, deed in lieu of such foreclosure or otherwise (the “Release Date”); provided, however, this indemnity shall not apply with respect to matters caused by or arising solely from the Lender Agent, any Bank or its agent’stheir respective agents’, consultant’sconsultants’, attorney’s attorneys’ or contractor’s contractors’ activities during any period of time the Lender such Person acquires ownership of the Collateral. The provisions of this Section 6.7 shall be in addition to any other obligations and liabilities the Loan Party may have to the Lender Agent and the Banks at common law or otherwise hereunder and except as expressly provided for herein shall survive the Release Date and shall continue thereafter in full force and effect. The Lender Agent and each Bank agrees that in the event that such claim, suit or enforcement action is asserted or threatened in writing or instituted against it or any of its officers, employers, agents or contractors or any such remedial, removal or response action is requested of it or any of its officers, employees, agents or contractors for which the Lender Agent or any Bank may desire indemnity or defense hereunder, the Lender Agent or the applicable Bank shall give written notification thereof to each Each Loan Party. Notwithstanding anything to the contrary stated herein, the indemnities created by this Section 6.7 shall only apply to losses, liabilities, damages, fines, penalties, costs and expenses actually incurred by the Lender Agent or the applicable Bank as a result of claims, demands, actions, suits or proceedings brought by Persons who are not the beneficiaries of any such indemnity. The Lender Each Bank shall act as the exclusive agent for all indemnified Persons under this Section 6.7 who are affiliated with the Lendersuch Bank. With respect to any claims or demands made by such indemnified Persons, the Lender Agent or applicable Bank shall notify Each Loan Party within ten (10) Business Days after the LenderAgent’s or such Bank’s receipt of a writing advising such Person of such claim or demand. Such notice shall identify (i) when such claim or demand was first made, (ii) the identity of the Person making it, (iii) the indemnified Person, and (iv) the substance of such claim or demand. Failure to so notify Each Loan Party within said ten (10) Business Days shall reduce the amount of the Loan Parties’ obligations and liabilities under this Section 6.7 by an amount equal to any damages or losses suffered by the Loan Parties resulting from any prejudice caused the Loan Parties by such delay in notification from the LenderAgent or such Bank. Upon receipt of such notice, the Loan Parties shall have the exclusive right and obligation to contest, defend, negotiate or settle any such claim or demand through counsel of their own selection (but reasonably satisfactory to the LenderAgent or such applicable Bank) and solely at each Loan Parties’ own cost, risk and expense; provided, that the LenderAgent or the applicable Bank, at its own cost and expense shall have the right to participate in any such contest, defense, negotiations or settlement. The settlement of any claim or demand hereunder by any Loan Party may be made only upon the prior approval of the Lender Agent or the applicable Bank of the terms of the settlement, which approval shall not be unreasonably withheld.

Environmental Indemnities. Each Loan Party of the Borrowers hereby agrees agree to indemnify, defend and hold harmless the Lender Banks and each of its their respective officers, directors, employees, agents, consultantsconsul tants, attorneys, contractors and each of its Affiliatestheir respective affiliates, successors or assigns, or transferees from and against, and reimburse said Persons in full with respect to, any and all loss, liability, damage, fines, penalties, costs and expenses, of every kind and character, including reasonable attorneys’ ' fees and court costs, known or unknown, fixed or contingent, occasioned by or associated with any claims, demands, causes of action, suits and/or enforcement actions, including any administrative or judicial proceedings, and any remedial, removal or response actions ever asserted, threatened, instituted or requested by any Persons, including any Tribunal, arising out of or related to: (a) the breach of any representation or warranty of any Loan Party Borrowers contained in Section 9.6 7.7 set forth herein; (b) the failure of any Loan Party Borrowers to perform any of its their respective covenants contained in Section 6.5 or 6.6 or 6.7 hereunder; (c) the ownership, construction, occupancy, operation, use of the Collateral Borrowers' properties prior to the earlier of the date on which (i) the Indebtedness and obligations secured hereby have been paid and performed in fullfull and the Security Instruments have been released, or (ii) the Collateral Borrowers' properties has been sold by Agent or by the Lender Banks following its such parties' ownership of the Collateral Borrowers' properties by way of foreclosure of the Liens granted pursuant hereto, deed in lieu of such foreclosure or otherwise (the “"Release Date”"); provided, however, this indemnity shall not apply with respect to matters caused by or arising solely from the Lender Agent's or its agent’s, consultant’s, attorney’s or contractor’s the Banks' activities during any period of time the Lender acquires Agent or the Banks acquire ownership of the CollateralBorrowers' properties. The provisions of indemnities contained in this Section 6.7 shall be in addition apply, without limitation, to any other obligations and liabilities the Loan Party may have to the Lender at common law violation on or otherwise hereunder and except as expressly provided for herein shall survive before the Release Date of any Environmental Laws and shall continue thereafter in full force and effect. The Lender agrees that any liability or obligation relating to the environmental conditions on, under or about the Borrowers' properties on or prior to the Release Date (including, without limitation: (a) the presence on, upon or in the event that such claim, suit or enforcement action is asserted or threatened in writing or instituted against it or any of its officers, employers, agents or contractors or any such remedial, removal or response action is requested of it or any of its officers, employees, agents or contractors for which the Lender may desire indemnity or defense hereunder, the Lender shall give written notification thereof to each Loan Party. Notwithstanding anything to the contrary stated herein, the indemnities created by this Section 6.7 shall only apply to losses, liabilities, damages, fines, penalties, costs and expenses actually incurred by the Lender as a result of claims, demands, actions, suits or proceedings brought by Persons who are not the beneficiaries of any such indemnity. The Lender shall act as the exclusive agent for all indemnified Persons under this Section 6.7 who are affiliated with the Lender. With respect to any claims or demands made by such indemnified Persons, the Lender shall notify Each Loan Party within ten (10) Business Days after the Lender’s receipt of a writing advising such Person of such claim or demand. Such notice shall identify (i) when such claim or demand was first made, (ii) the identity of the Person making it, (iii) the indemnified Person, and (iv) the substance of such claim or demand. Failure to so notify Each Loan Party within said ten (10) Business Days shall reduce the amount of the Loan Parties’ obligations and liabilities under this Section 6.7 by an amount equal to any damages or losses suffered by the Loan Parties resulting from any prejudice caused the Loan Parties by such delay in notification from the Lender. Upon receipt of such notice, the Loan Parties shall have the exclusive right and obligation to contest, defend, negotiate or settle any such claim or demand through counsel of their own selection (but reasonably satisfactory to the Lender) and solely at each Loan Parties’ own cost, risk and expense; provided, that the Lender, at its own cost and expense shall have the right to participate in any such contest, defense, negotiations or settlement. The settlement of any claim or demand hereunder by any Loan Party may be made only upon the prior approval of the Lender of the terms of the settlement, which approval shall not be unreasonably withheld.Borrowers' properties or