Common use of Environmental Indemnities Clause in Contracts

Environmental Indemnities. With respect to any Environmental Indemnification Claim: (a) Purchaser shall, with respect to each potential or actual Environmental Indemnification Claim, give written notice to the Sellers’ Committee (setting forth in reasonable detail the basis for such an Environmental Indemnification Claim) promptly following Purchaser’s knowledge of the occurrence of any event or the existence of any condition or alleged state of facts in respect thereof; (b) Purchaser shall promptly deliver to the Sellers’ Committee copies of all material final reports, studies, investigations, surveys, test data, assessments, cost estimates and all other material information and documentation available to it relating to or supporting such potential or actual Environmental Indemnification Claim; (c) Purchaser shall permit representatives of the Sellers’ Committee (including advisors and consultants) to visit, from time to time, and inspect, from time to time, any of the properties and operations, if any, to which a potential or actual Environmental Indemnification Claim relates, and to enter on such properties for the purpose of conducting such tests, inspections, or other investigations, all as the Sellers’ Committee may reasonably desire with respect to such potential or actual Environmental Indemnification Claim, all during normal business hours and at Sellers’ expense; (d) Purchaser shall provide advance written notice to the Sellers’ Committee prior to undertaking, arranging to undertake or permitting any environmental test, inspection or investigation of any Owned Real Estate or Leased Real Estate or retaining any consultant relating to a potential or actual Environmental Indemnification Claim; (e) Purchaser shall not give notice to any governmental authority of any event or of the existence of any condition or alleged state of facts that may give rise to a potential or actual Environmental Indemnification Claim without the prior notification to the Sellers’ Committee; if Purchaser (or any representative or advisor thereof) shall have any discussion or other communication with, to, or from any governmental authority relating to such potential or actual Environmental Indemnification Claim, Purchaser shall provide reasonable prior written notice to the Sellers’ Committee; (f) Purchaser shall cause to be furnished to the Sellers’ Committee drafts of any and all proposed remediation or corrective action plans with respect to any potential or actual Environmental Indemnification Claims not less than twenty (20) Business Days prior to the date on which such plans are submitted to any applicable governmental authorities or otherwise implemented, and Purchaser shall use reasonable commercial efforts to adopt any changes or modifications to such plans as may be proposed by the Sellers’ Committee or its representatives which will not adversely affect the use of the Owned Real Estate or the operation of the Business in a manner consistent with its current operations; (g) Purchaser shall use its commercially reasonable efforts to manage the Owned Real Estate in accordance with its standard practices, and not with intention of seeking indemnification claims or maximizing indemnification rights hereunder; and (h) Purchaser agrees to use its best efforts to minimize remediation costs with respect to Environmental Indemnity Claims, and, in deciding among various alternative courses of remedial action, due consideration shall be given to minimization of costs. In no event shall Purchaser be entitled to indemnity for any remediation that exceeds applicable clean-up levels established by or under Environmental Laws as in effect as of the Closing Date that are consistent with the current use of the Owned Real Estate. Purchaser shall allow the following institutional controls to be placed on the Owned Real Estate: commercial and industrial use deed restrictions, deed restrictions prohibiting the use of groundwater and engineered barriers; unless such controls or barriers are reasonably expected to materially and adversely interfere with the continued use of the Owned Real Estate in substantially the same manner as it is used on the Closing Date.

Environmental Indemnities. With respect to Upon any Environmental Indemnification Claim: (a) Purchaser shall, with respect to each potential or actual Environmental Indemnification Claim, give written notice to the Sellers’ Committee (setting forth in reasonable detail the basis for such an Environmental Indemnification Claim) promptly following Purchaser’s knowledge Indemnitee becoming aware of the occurrence of any event or the existence of any condition or alleged state of facts in respect thereofof which the Purchaser Indemnitee will seek indemnification with respect to a claim for breach of any of the representations and warranties contained in Section 4.3(r) or, without limiting the generality of Section 4.3(r), an Excluded Liability under Section 2.3(k) (an "Environmental Claim"), and thereafter: (a) Purchaser will give to Seller prompt notice specifying in reasonable detail the basis for the Environmental Claim; (b) Purchaser shall will promptly deliver to the Sellers’ Committee Seller copies of all material draft and final environmental reports, studies, investigations, surveys, test datadata and reports, assessments, cost estimates and all other material information and documentation available to it relating to or supporting such potential or actual the Environmental Indemnification Claim; (c) Purchaser shall will permit representatives of the Sellers’ Committee Seller (including advisors and consultants) to visit, visit and inspect from time to time, and inspect, from time to time, any of the properties and operations, if any, to which a potential or actual the Environmental Indemnification Claim relates, and to enter on such properties from time to time for the purpose of conducting such tests, inspections, or other investigations, all environmental tests as the Sellers’ Committee Seller may reasonably desire with respect to such potential or actual the Environmental Indemnification Claim, all during normal business hours and at Sellers’ Seller's expense; (d) unless required to do so by applicable law, no Purchaser Indemnitee shall provide advance written notice to the Sellers’ Committee prior to undertaking, arranging to undertake or permitting any environmental test, inspection or investigation of any Owned Real Estate or Leased Real Estate or retaining any consultant relating to a potential or actual Environmental Indemnification Claim; (e) Purchaser shall not give notice to any governmental authority of any the event or of the existence of any condition or alleged the state of facts that may give rise to a potential or actual an Environmental Indemnification Claim without the prior notification to written consent of Seller, which consent shall not unreasonably be withheld, and in any event the Sellers’ Committee; if Purchaser Indemnitee shall give Seller reasonable prior written notice of any discussions or communications between any Purchaser Indemnitee (or any representative or advisor thereof) shall have any discussion or other communication with, to, or from and any governmental authority relating to the Environmental Claim and Seller shall be entitled to participate in such potential discussions or actual Environmental Indemnification Claim, Purchaser shall provide reasonable prior written notice to the Sellers’ Committeecommunications; (fe) Purchaser shall cause to be furnished to the Sellers’ Committee Seller drafts of any and all proposed remediation or corrective action plans with respect to any potential or actual Environmental Indemnification Claims not less than twenty (20) Business Days ten business days prior to the date on which such plans they are required to be submitted to any applicable governmental authorities or otherwise implementedauthorities, give Seller a reasonable opportunity to comment on such draft plans, and Purchaser shall use give due and reasonable commercial efforts consideration to adopt any all changes or modifications to such plans as may be proposed by the Sellers’ Committee Seller or its representatives which will not adversely affect thereto except to the use of the Owned Real Estate or the operation of the Business in a manner consistent extent such changes would be inconsistent with its current operationsexisting law; (gf) without limiting the generality of paragraphs (a) through (f) above, except in the case of an emergency involving a significant threat to public health or the environment or in a circumstance where action is required by law, Purchaser shall use its commercially reasonable efforts to manage the Owned Real Estate not undertake any remedial or other action in accordance with its standard practices, and not with intention of seeking indemnification claims or maximizing indemnification rights hereunder; and (h) Purchaser agrees to use its best efforts to minimize remediation costs with respect to Environmental Indemnity Claims, and, in deciding among various alternative courses of remedial action, due consideration shall be given to minimization of costs. In no event shall Purchaser be entitled to indemnity for any remediation that exceeds applicable clean-up levels established by or under Environmental Laws as in effect as of the Closing Date that are consistent with Environmental Claim without the current use prior written consent of the Owned Real Estate. Purchaser Seller, which consent shall allow the following institutional controls to not unreasonably be placed on the Owned Real Estate: commercial and industrial use deed restrictions, deed restrictions prohibiting the use of groundwater and engineered barriers; unless such controls or barriers are reasonably expected to materially and adversely interfere with the continued use of the Owned Real Estate in substantially the same manner as it is used on the Closing Datewithheld.

Environmental Indemnities. With Borrowers hereby agree to indemnify, defend and hold harmless the Agent, Lenders and Letter of Credit Issuer 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 to, any Environmental Indemnification Claim: 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) Purchaser shall, with respect to each potential or actual Environmental Indemnification Claim, give written notice to the Sellers’ Committee (setting forth in reasonable detail the basis for such an Environmental Indemnification Claim) promptly following Purchaser’s knowledge of the occurrence breach of any event representation or the existence warranty of any condition or alleged state of facts Borrowers contained in respect thereof; Section 7.16 set forth herein; (b) Purchaser shall promptly deliver the failure of Borrowers to the Sellers’ Committee copies perform any of all material final reports, studies, investigations, surveys, test data, assessments, cost estimates and all other material information and documentation available to it relating to or supporting such potential or actual Environmental Indemnification Claim; their covenants contained in Section 6.7 herein; (c) Purchaser shall permit representatives the ownership, construction, occupancy, operation, use of the Sellers’ Committee (including advisors and consultants) to visit, from time to time, and inspect, from time to time, any of the properties and operations, if any, to which a potential or actual Environmental Indemnification Claim relates, and to enter on such properties for the purpose of conducting such tests, inspections, or other investigations, all as the Sellers’ Committee may reasonably desire with respect to such potential or actual Environmental Indemnification Claim, all during normal business hours and at Sellers’ expense; (d) Purchaser shall provide advance written notice Collateral prior to the Sellers’ Committee prior to undertaking, arranging to undertake or permitting any environmental test, inspection or investigation earlier of any Owned Real Estate or Leased Real Estate or retaining any consultant relating to a potential or actual Environmental Indemnification Claim; (e) Purchaser shall not give notice to any governmental authority of any event or of the existence of any condition or alleged state of facts that may give rise to a potential or actual Environmental Indemnification Claim without the prior notification to the Sellers’ Committee; if Purchaser (or any representative or advisor thereof) shall have any discussion or other communication with, to, or from any governmental authority relating to such potential or actual Environmental Indemnification Claim, Purchaser shall provide reasonable prior written notice to the Sellers’ Committee; (f) Purchaser shall cause to be furnished to the Sellers’ Committee drafts of any and all proposed remediation or corrective action plans with respect to any potential or actual Environmental Indemnification Claims not less than twenty (20) Business Days prior to the date on which (i) the Indebtedness and obligations secured hereby have been paid and performed in full and the Security Instruments have been released, or (ii) the Collateral has been sold by the Agent following the Agent's ownership of the Collateral by way of foreclosure of the Liens granted pursuant hereto, deed in lieu of such plans are submitted to any applicable governmental authorities foreclosure or otherwise implemented(the "Release Date"); provided, and Purchaser however, this indemnity shall use reasonable commercial efforts to adopt any changes or modifications to such plans as may be proposed by the Sellers’ Committee or its representatives which will not adversely affect the use of the Owned Real Estate or the operation of the Business in a manner consistent with its current operations; (g) Purchaser shall use its commercially reasonable efforts to manage the Owned Real Estate in accordance with its standard practices, and not with intention of seeking indemnification claims or maximizing indemnification rights hereunder; and (h) Purchaser agrees to use its best efforts to minimize remediation costs apply with respect to Environmental Indemnity Claims, and, in deciding among various alternative courses of remedial action, due consideration shall be given to minimization of costs. In no event shall Purchaser be entitled to indemnity for any remediation that exceeds applicable clean-up levels established matters caused by or under arising solely from the Agent's or Lender's activities during any period of time the Agent acquires ownership of the Collateral or otherwise to the extent caused by the Agent's gross negligence or willful misconduct. The indemnities contained in this Section 6.8 apply, without limitation, to any violation on or before the Release Date of any Environmental Laws as in effect as of and any liability or obligation relating to the Closing Date that are consistent with environmental conditions on, under or about the current use of Collateral on or prior to the Owned Real Estate. Purchaser shall allow the following institutional controls to be placed on the Owned Real Estate: commercial and industrial use deed restrictions, deed restrictions prohibiting the use of groundwater and engineered barriers; unless such controls or barriers are reasonably expected to materially and adversely interfere with the continued use of the Owned Real Estate in substantially the same manner as it is used on the Closing Release Date.

Environmental Indemnities. With respect to Upon any Environmental Indemnification Claim: (a) Purchaser shall, with respect to each potential or actual Environmental Indemnification Claim, give written notice to the Sellers’ Committee (setting forth in reasonable detail the basis for such an Environmental Indemnification Claim) promptly following Purchaser’s knowledge Indemnitee becoming aware of the occurrence of any event or the existence of any condition or alleged state of facts in respect thereofof which the Purchaser Indemnitee will seek indemnification with respect to a claim for inaccuracy in or breach of any of the representations and warranties contained in Section 2.3(t) or a claim for indemnification pursuant to Section 7.3(a)(iii) (an "Environmental Claim"), and thereafter: (a) Purchaser will give to the Stockholders' Committee prompt notice specifying in reasonable detail the basis for the Environmental Claim; (b) Purchaser shall will promptly deliver to the Sellers’ Stockholders' Committee copies of all material final environmental reports, studies, investigations, surveys, test datadata and reports, assessments, cost estimates and all other material information and documentation available to it or AIMCOR relating to or supporting such potential or actual the Environmental Indemnification Claim; (c) Purchaser shall will permit and will cause AIMCOR to permit representatives of the Sellers’ Stockholders' Committee (including advisors and consultants) to visit, visit and inspect from time to time, and inspect, from time to time, any of the properties and operations, if any, to which a potential or actual the Environmental Indemnification Claim relates, and to enter on such properties from time to time for the purpose of conducting such tests, inspections, or other investigations, all environmental tests as the Sellers’ Stockholders' Committee may reasonably desire with respect to such potential or actual the Environmental Indemnification Claim, all during normal business hours and at Sellers’ the Stockholders' expense;; and (d) When taking remedial action in connection with an Environmental Claim in respect of which a Purchaser shall provide advance written notice to Indemnitee will seek indemnification hereunder, the Sellers’ Committee prior to undertakingPurchaser Indemnitee will take such action as is cost-effective and otherwise reasonable under the circumstances, arranging to undertake or permitting any environmental test, inspection or investigation in the good faith business judgment of any Owned Real Estate or Leased Real Estate or retaining any consultant relating to a potential or actual Environmental Indemnification Claim;AIMCOR. (e) Purchaser shall not give notice With respect to any governmental authority Environmental Claims relating to breaches in or inaccuracies of any event representation or of the existence of any condition or alleged state of facts that may give rise to a potential or actual Environmental Indemnification Claim without the prior notification to the Sellers’ Committee; if Purchaser (or any representative or advisor thereofwarranty contained in Section 2.3(t) shall have any discussion or other communication with, to, or from any governmental authority relating to such potential or actual Environmental Indemnification Claimonly, Purchaser shall provide reasonable prior written notice disclose such Environmental Claims to a governmental authority only to the Sellers’ Committee; (f) Purchaser shall cause extent required by Environmental Law or if such disclosure would be consistent with Purchaser's reasonable business practices. Notwithstanding the foregoing, if in order for the AIMCOR Group to be furnished to the Sellers’ Committee drafts of any and all proposed remediation or corrective action plans obtain indemnification with respect to any potential or actual an Environmental Indemnification Claims not less than twenty (20) Business Days prior Claim as to the date on which such plans are submitted to any applicable governmental authorities or otherwise implemented, and Purchaser shall use reasonable commercial efforts to adopt any changes or modifications to such plans as may be proposed by the Sellers’ Committee or its representatives which will not adversely affect the use of the Owned Real Estate or the operation of the Business in a manner consistent with its current operations; (g) Purchaser shall use its commercially reasonable efforts to manage the Owned Real Estate in accordance with its standard practices, and not with intention of seeking indemnification claims or maximizing indemnification rights hereunder; and (h) Purchaser agrees to use its best efforts to minimize remediation costs with respect to Environmental Indemnity Claims, and, in deciding among various alternative courses of remedial action, due consideration shall be given to minimization of costs. In no event shall Purchaser AIMCOR would be entitled to indemnity for any remediation that exceeds applicable clean-up levels established by or under Environmental Laws as in effect as the IMC Agreement AIMCOR would be required to comply with Section 6.7 of the Closing Date that are consistent with the current use of the Owned Real Estate. IMC Agreement, Purchaser shall allow the following institutional controls cause AIMCOR to be placed on the Owned Real Estate: commercial and industrial use deed restrictions, deed restrictions prohibiting the use of groundwater and engineered barriers; unless comply with such controls or barriers are reasonably expected to materially and adversely interfere with the continued use of the Owned Real Estate in substantially the same manner as it is used on the Closing Dateprovisions.

Environmental Indemnities. With Each of the Borrowers hereby agree to indemnify, defend and hold harmless the Banks and their respective officers, directors, employees, agents, consul tants, attorneys, contractors and their respective affiliates, successors or assigns, or transferees from and against, and reimburse said Persons in full with respect to to, any Environmental Indemnification Claim: 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) Purchaser shall, with respect to each potential or actual Environmental Indemnification Claim, give written notice to the Sellers’ Committee (setting forth in reasonable detail the basis for such an Environmental Indemnification Claim) promptly following Purchaser’s knowledge of the occurrence breach of any event representation or the existence warranty of any condition or alleged state of facts Borrowers contained in respect thereof; Section 7.7 set forth herein; (b) Purchaser shall promptly deliver the failure of Borrowers to the Sellers’ Committee copies perform any of all material final reports, studies, investigations, surveys, test data, assessments, cost estimates and all other material information and documentation available to it relating to their respective covenants contained in Section 6.5 or supporting such potential or actual Environmental Indemnification Claim; 6.6 hereunder; (c) Purchaser shall permit representatives the ownership, construction, occupancy, operation, use of the Sellers’ Committee (including advisors and consultants) to visit, from time to time, and inspect, from time to time, any of the Borrowers' properties and operations, if any, to which a potential or actual Environmental Indemnification Claim relates, and to enter on such properties for the purpose of conducting such tests, inspections, or other investigations, all as the Sellers’ Committee may reasonably desire with respect to such potential or actual Environmental Indemnification Claim, all during normal business hours and at Sellers’ expense; (d) Purchaser shall provide advance written notice prior to the Sellers’ Committee prior to undertaking, arranging to undertake or permitting any environmental test, inspection or investigation earlier of any Owned Real Estate or Leased Real Estate or retaining any consultant relating to a potential or actual Environmental Indemnification Claim; (e) Purchaser shall not give notice to any governmental authority of any event or of the existence of any condition or alleged state of facts that may give rise to a potential or actual Environmental Indemnification Claim without the prior notification to the Sellers’ Committee; if Purchaser (or any representative or advisor thereof) shall have any discussion or other communication with, to, or from any governmental authority relating to such potential or actual Environmental Indemnification Claim, Purchaser shall provide reasonable prior written notice to the Sellers’ Committee; (f) Purchaser shall cause to be furnished to the Sellers’ Committee drafts of any and all proposed remediation or corrective action plans with respect to any potential or actual Environmental Indemnification Claims not less than twenty (20) Business Days prior to the date on which (i) the Indebtedness and obligations secured hereby have been paid and performed in full and the Security Instruments have been released, or (ii) the Borrowers' properties has been sold by Agent or by the Banks following such plans are submitted to any applicable governmental authorities parties' ownership of the Borrowers' properties by way of foreclosure of the Liens granted pursuant hereto, deed in lieu of such foreclosure or otherwise implemented(the "Release Date"); provided, and Purchaser however, this indemnity shall use reasonable commercial efforts to adopt any changes or modifications to such plans as may be proposed by the Sellers’ Committee or its representatives which will not adversely affect the use of the Owned Real Estate or the operation of the Business in a manner consistent with its current operations; (g) Purchaser shall use its commercially reasonable efforts to manage the Owned Real Estate in accordance with its standard practices, and not with intention of seeking indemnification claims or maximizing indemnification rights hereunder; and (h) Purchaser agrees to use its best efforts to minimize remediation costs apply with respect to Environmental Indemnity Claims, and, in deciding among various alternative courses of remedial action, due consideration shall be given to minimization of costs. In no event shall Purchaser be entitled to indemnity for any remediation that exceeds applicable clean-up levels established matters caused by or under arising solely from the Agent's or the Banks' activities during any period of time the Agent or the Banks acquire ownership of the Borrowers' properties. The indemnities contained in this Section 6.7 apply, without limitation, to any violation on or before the Release Date of any Environmental Laws as and 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 effect as of the Closing Date that are consistent with the current use of the Owned Real Estate. Purchaser shall allow the following institutional controls to be placed on the Owned Real Estate: commercial and industrial use deed restrictions, deed restrictions prohibiting the use of groundwater and engineered barriers; unless such controls or barriers are reasonably expected to materially and adversely interfere with the continued use of the Owned Real Estate in substantially the same manner as it is used on the Closing Date.Borrowers' properties or

Environmental Indemnities. With Borrower hereby agrees to indemnify, defend and hold harmless the Bank and each of its officers, directors, employees, agents, consultants, attorneys, contractors and each of its affiliates, successors or assigns, or transferees (collectively the "Indemnified Parties") from and against, and reimburse the Indemnified Parties in full with respect to to, any Environmental Indemnification Claim: 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) Purchaser shall, with respect to each potential or actual Environmental Indemnification Claim, give written notice to the Sellers’ Committee (setting forth in reasonable detail the basis for such an Environmental Indemnification Claim) promptly following Purchaser’s knowledge of the occurrence breach of any event representation or the existence warranty of any condition or alleged state of facts Borrower contained in respect thereof; Section 6.5 set forth herein; (b) Purchaser shall promptly deliver the failure of Borrower to the Sellers’ Committee copies perform any of all material final reports, studies, investigations, surveys, test data, assessments, cost estimates and all other material information and documentation available to it relating to its covenants contained in Section 5.5 or supporting such potential or actual Environmental Indemnification Claim; 5.6 hereunder; (c) Purchaser shall permit representatives the ownership, construction, occupancy, operation, use of the Sellers’ Committee (including advisors and consultants) to visit, from time to time, and inspect, from time to time, any of the properties and operations, if any, to which a potential or actual Environmental Indemnification Claim relates, and to enter on such properties for the purpose of conducting such tests, inspections, or other investigations, all as the Sellers’ Committee may reasonably desire with respect to such potential or actual Environmental Indemnification Claim, all during normal business hours and at Sellers’ expense; (d) Purchaser shall provide advance written notice Collateral prior to the Sellers’ Committee prior to undertaking, arranging to undertake or permitting any environmental test, inspection or investigation earlier of any Owned Real Estate or Leased Real Estate or retaining any consultant relating to a potential or actual Environmental Indemnification Claim; (e) Purchaser shall not give notice to any governmental authority of any event or of the existence of any condition or alleged state of facts that may give rise to a potential or actual Environmental Indemnification Claim without the prior notification to the Sellers’ Committee; if Purchaser (or any representative or advisor thereof) shall have any discussion or other communication with, to, or from any governmental authority relating to such potential or actual Environmental Indemnification Claim, Purchaser shall provide reasonable prior written notice to the Sellers’ Committee; (f) Purchaser shall cause to be furnished to the Sellers’ Committee drafts of any and all proposed remediation or corrective action plans with respect to any potential or actual Environmental Indemnification Claims not less than twenty (20) Business Days prior to 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 Bank following Bank's ownership of the Collateral by way of foreclosure of the Liens granted pursuant hereto, deed in lieu of such plans are submitted to any applicable governmental authorities foreclosure or otherwise implemented(the "Release Date"); provided, and Purchaser however, this indemnity shall use reasonable commercial efforts to adopt any changes or modifications to such plans as may be proposed by the Sellers’ Committee or its representatives which will not adversely affect the use of the Owned Real Estate or the operation of the Business in a manner consistent with its current operations; (g) Purchaser shall use its commercially reasonable efforts to manage the Owned Real Estate in accordance with its standard practices, and not with intention of seeking indemnification claims or maximizing indemnification rights hereunder; and (h) Purchaser agrees to use its best efforts to minimize remediation costs apply with respect to Environmental Indemnity Claims, and, in deciding among various alternative courses of remedial action, due consideration shall be given to minimization of costs. In no event shall Purchaser be entitled to indemnity for any remediation that exceeds applicable clean-up levels established matters caused by or under arising solely from the Bank's activities during any period of time the Bank acquires ownership of the Collateral. The indemnities contained in this Section 5.7 apply, without limitation, to any violation on or before the Release Date of any Environmental Laws as and 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 effect as the Collateral or release, discharge or threatened release on, upon or from the Collateral of the Closing Date that are consistent with the current use of the Owned Real Estate. Purchaser shall allow the following institutional controls to be placed on the Owned Real Estate: commercial and industrial use deed restrictions, deed restrictions prohibiting the use of groundwater and engineered barriers; unless such controls or barriers are reasonably expected to materially and adversely interfere with the continued use of the Owned Real Estate in substantially the same manner as it is used on the Closing Date.any Polluting Substances

Environmental Indemnities. With respect to Upon any Environmental Indemnification Claim: (a) Purchaser shall, with respect to each potential or actual Environmental Indemnification Claim, give written notice to the Sellers’ Committee (setting forth in reasonable detail the basis for such an Environmental Indemnification Claim) promptly following Purchaser’s knowledge Holdings Indemnitee becoming aware of the occurrence of any event or the existence of any condition or alleged state of facts in respect thereofof which the Holdings Indemnitee will seek indemnification with respect to a claim for breach of any of the representations and warranties contained in Section 2.3(t) or, without limiting the generality of Section 2.3(t), an Excluded Liability under Section 1.6(k) (an "Environmental Claim"), and thereafter: (a) Holdings will give to Parent prompt notice specifying in reasonable detail the basis for the Environmental Claim; (b) Purchaser shall to the extent that so doing will not result in the loss of any legal privilege otherwise available to Holdings, Holdings will promptly deliver to the Sellers’ Committee Parent copies of all material draft and final environmental reports, studies, investigations, surveys, test datadata and reports, assessments, cost estimates and all other material information and documentation available to it relating to or supporting such potential or actual the Environmental Indemnification Claim; (c) Purchaser shall Holdings and the New Subsidiaries will permit representatives of the Sellers’ Committee Parent (including advisors and consultants) to visit, visit and inspect from time to time, and inspect, from time to time, any of the properties and operations, if any, to which a potential or actual the Environmental Indemnification Claim relates, and to enter on such properties from time to time for the purpose of conducting such tests, inspections, or other investigations, all environmental tests as the Sellers’ Committee Parent may reasonably desire with respect to such potential or actual the Environmental Indemnification Claim, all during normal business hours and at Sellers’ Parent's expense; (d) Purchaser unless required to do so by applicable law, no Holdings Indemnitee shall provide advance written notice to the Sellers’ Committee prior to undertaking, arranging to undertake or permitting any environmental test, inspection or investigation of any Owned Real Estate or Leased Real Estate or retaining any consultant relating to a potential or actual Environmental Indemnification Claim; (e) Purchaser shall not give notice to any governmental authority of any the event or of the existence of any condition or alleged the state of facts that may give rise to a potential or actual an Environmental Indemnification Claim without the prior notification to written consent of Parent, which consent shall not unreasonably be withheld, and in any event the Sellers’ Committee; if Purchaser Holdings Indemnitee shall give Parent reasonable prior written notice of any discussions or communications between any Holdings Indemnitee (or any representative or advisor thereof) shall have any discussion or other communication with, to, or from and any governmental authority relating to the Environmental Claim and Parent shall be entitled to participate in such potential discussions or actual Environmental Indemnification Claim, Purchaser shall provide reasonable prior written notice to the Sellers’ Committeecommunications; (fe) Purchaser Holdings shall cause to be furnished to the Sellers’ Committee Parent drafts of any and all proposed remediation or corrective action plans with respect to any potential or actual Environmental Indemnification Claims not less than twenty (20) Business Days ten business days prior to the date on which such plans they are required to be submitted to any applicable governmental authorities or otherwise implementedauthorities, give Parent a reasonable opportunity to comment on such draft plans, and Purchaser shall use give due and reasonable commercial efforts consideration to adopt any all changes or modifications to such plans as may be proposed by the Sellers’ Committee Parent or its representatives which will not adversely affect thereto except to the use of the Owned Real Estate or the operation of the Business in a manner consistent extent such changes would be inconsistent with its current operationsexisting law; (gf) Purchaser without limiting the generality of paragraphs (a) through (f) above, except in the case of an emergency involving a significant threat to public health or the environment or in a circumstance where action is required by law, Holdings shall use its commercially reasonable efforts to manage the Owned Real Estate not undertake any remedial or other action in accordance with its standard practices, and not with intention of seeking indemnification claims or maximizing indemnification rights hereunder; and (h) Purchaser agrees to use its best efforts to minimize remediation costs with respect to Environmental Indemnity Claims, and, in deciding among various alternative courses of remedial action, due consideration shall be given to minimization of costs. In no event shall Purchaser be entitled to indemnity for any remediation that exceeds applicable clean-up levels established by or under Environmental Laws as in effect as of the Closing Date that are consistent with Environmental Claim without the current use prior written consent of the Owned Real Estate. Purchaser Parent, which consent shall allow the following institutional controls to not unreasonably be placed on the Owned Real Estate: commercial and industrial use deed restrictions, deed restrictions prohibiting the use of groundwater and engineered barriers; unless such controls or barriers are reasonably expected to materially and adversely interfere with the continued use of the Owned Real Estate in substantially the same manner as it is used on the Closing Datewithheld.

Environmental Indemnities. With Each of the Borrowers hereby agrees to indemnify, defend and hold harmless the Administrative Agent and the Lenders and their respective officers, directors, employees, agents, consultants, attorneys, contractors and their respective affiliates, successors or assigns, or transferees from and against, and reimburse said Persons in full with respect to to, any Environmental Indemnification Claim: 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 Governmental Authority, arising out of or related to: (a) Purchaser shall, with respect to each potential the breach of any representation or actual Environmental Indemnification Claim, give written notice to the Sellers’ Committee (setting forth in reasonable detail the basis for such an Environmental Indemnification Claim) promptly following Purchaser’s knowledge warranty of the occurrence of any event or the existence of any condition or alleged state of facts Borrowers contained in respect thereof; Section 5.16; (b) Purchaser shall promptly deliver the failure of the Borrowers to the Sellers’ Committee copies perform any of all material final reports, studies, investigations, surveys, test data, assessments, cost estimates and all other material information and documentation available to it relating to or supporting such potential or actual Environmental Indemnification Claim; their respective covenants contained in Section 6.7; (c) Purchaser shall permit representatives the ownership, construction, occupancy, operation, use of the SellersCredit Parties’ Committee (including advisors and consultants) to visit, from time to time, and inspect, from time to time, any of the properties and operations, if any, to which a potential or actual Environmental Indemnification Claim relates, and to enter on such properties for the purpose of conducting such tests, inspections, or other investigations, all as the Sellers’ Committee may reasonably desire with respect to such potential or actual Environmental Indemnification Claim, all during normal business hours and at Sellers’ expense; (d) Purchaser shall provide advance written notice to the Sellers’ Committee prior to undertaking, arranging to undertake or permitting any environmental test, inspection or investigation of any Owned Real Estate or Leased Real Estate or retaining any consultant relating to a potential or actual Environmental Indemnification Claim; (e) Purchaser shall not give notice to any governmental authority of any event or of the existence of any condition or alleged state of facts that may give rise to a potential or actual Environmental Indemnification Claim without the prior notification to the Sellers’ Committee; if Purchaser (or any representative or advisor thereof) shall have any discussion or other communication with, to, or from any governmental authority relating to such potential or actual Environmental Indemnification Claim, Purchaser shall provide reasonable prior written notice to the Sellers’ Committee; (f) Purchaser shall cause to be furnished to the Sellers’ Committee drafts of any and all proposed remediation or corrective action plans with respect to any potential or actual Environmental Indemnification Claims not less than twenty (20) Business Days Properties prior to the date on which such plans are submitted to any applicable governmental authorities or otherwise implementedthe Indebtedness and obligations secured hereby have been paid and performed in full; provided, and Purchaser however, this indemnity shall use reasonable commercial efforts to adopt any changes or modifications to such plans as may be proposed by the Sellers’ Committee or its representatives which will not adversely affect the use of the Owned Real Estate or the operation of the Business in a manner consistent with its current operations; (g) Purchaser shall use its commercially reasonable efforts to manage the Owned Real Estate in accordance with its standard practices, and not with intention of seeking indemnification claims or maximizing indemnification rights hereunder; and (h) Purchaser agrees to use its best efforts to minimize remediation costs apply with respect to Environmental Indemnity Claims, and, in deciding among various alternative courses of remedial action, due consideration shall be given to minimization of costs. In no event shall Purchaser be entitled to indemnity for any remediation that exceeds applicable clean-up levels established matters caused by or under arising solely from the Administrative Agent’s or the Lenders’ activities during any period of time the Administrative Agent or the Lenders acquire ownership of the Credit Parties’ Properties. The indemnities contained in this Section 12.8 apply, without limitation, to any violation on or before the Release Date of any Environmental Laws as and 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 effect as the Credit Parties’ Properties or release, discharge or threatened release on, on or from the Credit Parties’ Properties of any polluting substances generated, used, stored, treated, disposed of or otherwise released prior to the Closing Date that are consistent with the current use of the Owned Real Estate. Purchaser shall allow the following institutional controls Release Date, and (b) any and all damage to be placed on the Owned Real Estate: commercial and industrial use deed restrictions, deed restrictions prohibiting the use of groundwater and engineered barriers; unless such controls real or barriers are reasonably expected to materially and adversely interfere with the continued use of the Owned Real Estate in substantially the same manner as it is used on the Closing Date.personal property or natural