Common use of Environmental Indemnity Clause in Contracts

Environmental Indemnity. (a) Borrower hereby agrees to indemnify, defend and hold harmless each Indemnified Person, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses or disbursements (including reasonable attorneys' fees and the allocated cost of in-house counsel and internal environmental audit or review services), which may be incurred by or asserted against such Indemnified Person in connection with or arising out of any pending or threatened investigation, litigation or proceeding, or any action taken by any Person, with respect to any Environmental Claim arising out of or related to any Property owned, leased or operated by Borrower. No action taken by legal counsel chosen by Agent or any Lender in defending against any such investigation, litigation or proceeding or requested remedial, removal or response action (except for actions which constitute fraud, willful misconduct, gross negligence or material violations of law) shall vitiate or in any way impair Borrower's obligation and duty hereunder to indemnify and hold harmless Agent and each Lender. Agent and Lenders agree to use reasonable efforts to cooperate with Borrower respecting the defense of any matter indemnified hereunder, except insofar as and to the extent that their respective interests may be adverse to Borrower's, in Agent's and each Lenders' sole discretion. (b) In no event shall any site visit, observation, or testing by Agent or any Lender be deemed a representation or warranty that Hazardous Materials are or are not present in, on, or under the site, or that there has been or shall be compliance with any Environmental Law. Neither Borrower nor any other Person is entitled to rely on any site visit, observation, or testing by Agent or any Lender. Except as otherwise provided by law, neither Agent nor any Lender owes any duty of care to protect Borrower or any other Person against, or to inform Borrower or any other party of, any Hazardous Materials or any other adverse condition affecting any site or Property. Neither Agent nor any Lender shall be obligated to disclose to Borrower or any other Person any report or findings made as a result of, or in connection with, any site visit, observation, or testing by Agent or any Lender.

Environmental Indemnity. (a) Borrower hereby agrees to defend, indemnify, defend pay and hold Lender and its officers, directors, employees and agents (each, an "Indemnitee") harmless each Indemnified Person, from and against against, and shall reimburse each Indemnitee for, any and all liabilitiesloss, obligationsclaim, lossesliability, damages, penaltiesinjunctive relief, actionspenalty, judgmentsjudgment, suitssuit, costsobligation, chargesinjury to persons, expenses property or disbursements (including reasonable natural resources, cost, expense or disbursement of any kind or nature whatsoever including, without limitation, attorneys' fees and the allocated cost costs attributable to any action or cause of in-house counsel and internal environmental audit action (whether or review servicesnot each Indemnitee shall be designated a party thereto), which may be incurred by arising, directly or asserted against such Indemnified Person indirectly, in connection with whole or arising in part, out of any pending the release or threatened investigationpresence, litigation or proceedingalleged release or alleged presence, or any action taken by any PersonHazardous Substance, with respect to any Environmental Claim arising out of or related to any Property owned, leased or operated by Borrower. No action taken by legal counsel chosen by Agent or any Lender in defending against any such investigation, litigation or proceeding or requested remedial, removal or response action (except for actions which constitute fraud, willful misconduct, gross negligence or material violations of law) shall vitiate or in any way impair Borrower's obligation and duty hereunder to indemnify and hold harmless Agent and each Lender. Agent and Lenders agree to use reasonable efforts to cooperate with Borrower respecting the defense of any matter indemnified hereunder, except insofar as and to the extent that their respective interests may be adverse to Borrower's, in Agent's and each Lenders' sole discretion. (b) In no event shall any site visit, observation, or testing by Agent or any Lender be deemed a representation or warranty that Hazardous Materials are or are not present inat, on, or under the siteunder, or that there has been or shall be compliance with any Environmental Law. Neither Borrower nor any other Person is entitled to rely on any site visit, observation, or testing by Agent or any Lender. Except as otherwise provided by law, neither Agent nor any Lender owes any duty of care to protect Borrower or any other Person against, or to inform Borrower or any other party of, any Hazardous Materials or any other adverse condition affecting any site or Property. Neither Agent nor any Lender shall be obligated to disclose to Borrower or any other Person any report or findings made as a result of, surrounding or in connection with, with any site visit, observationof the real property owned or leased by Borrower ("Premises"), or testing by Agent any portion thereof, whether foreseeable or unforeseeable, regardless of the source of such release and regardless of when such release occurred or such presence is discovered. The foregoing indemnity includes, without limitation, all cost in law or in equity of removal, remediation of any kind and disposal of any such Hazardous Substance, all costs of determining whether the Premises are in compliance, and causing the Premises to be in compliance, with all Requirements of Law relating to Hazardous Substances, all costs associated with claims for damages to persons, property or natural resources, and each Indemnitee's consultants' fees (including attorneys' fees and costs) and court costs. The obligations of Borrower under this indemnity shall survive the repayment of the Notes and shall be independent of the obligations of Borrower to the Indemnitees in connection with the Notes. The rights of each Indemnitee under this indemnity shall be in addition to any other rights and remedies of such Indemnitee under any guaranty or any Lenderdocument or instrument now or hereafter executed in connection with this Agreement, the Notes, the Loan Papers or at law or in equity.

Environmental Indemnity. (a) Borrower hereby agrees to defend, indemnify, defend pay and hold Lender and its officers, directors, employees and agents (each, an “Indemnitee”) harmless each Indemnified Person, from and against against, and shall reimburse each Indemnitee for, any and all liabilitiesloss, obligationsclaim, lossesliability, damages, penaltiesinjunctive relief, actionspenalty, judgmentsjudgment, suitssuit, costsobligation, chargesinjury to persons, expenses property or disbursements (including reasonable natural resources, cost, expense or disbursement of any kind or nature whatsoever including, without limitation, attorneys' ’ fees and the allocated cost costs attributable to any action or cause of in-house counsel and internal environmental audit action (whether or review servicesnot each Indemnitee shall be designated a party thereto), which may be incurred by arising, directly or asserted against such Indemnified Person indirectly, in connection with whole or arising in part, out of any pending the release or threatened investigationpresence, litigation or proceedingalleged release or alleged presence, or any action taken by any PersonHazardous Substance, with respect to any Environmental Claim arising out of or related to any Property owned, leased or operated by Borrower. No action taken by legal counsel chosen by Agent or any Lender in defending against any such investigation, litigation or proceeding or requested remedial, removal or response action (except for actions which constitute fraud, willful misconduct, gross negligence or material violations of law) shall vitiate or in any way impair Borrower's obligation and duty hereunder to indemnify and hold harmless Agent and each Lender. Agent and Lenders agree to use reasonable efforts to cooperate with Borrower respecting the defense of any matter indemnified hereunder, except insofar as and to the extent that their respective interests may be adverse to Borrower's, in Agent's and each Lenders' sole discretion. (b) In no event shall any site visit, observation, or testing by Agent or any Lender be deemed a representation or warranty that Hazardous Materials are or are not present inat, on, or under the siteunder, or that there has been or shall be compliance with any Environmental Law. Neither Borrower nor any other Person is entitled to rely on any site visit, observation, or testing by Agent or any Lender. Except as otherwise provided by law, neither Agent nor any Lender owes any duty of care to protect Borrower or any other Person against, or to inform Borrower or any other party of, any Hazardous Materials or any other adverse condition affecting any site or Property. Neither Agent nor any Lender shall be obligated to disclose to Borrower or any other Person any report or findings made as a result of, surrounding or in connection with, with any site visit, observationof the real property owned or leased by Borrower (“Premises”), or testing by Agent any portion thereof, whether foreseeable or unforeseeable, regardless of the source of such release and regardless of when such release occurred or such presence is discovered. The foregoing indemnity includes, without limitation, all cost in law or in equity of removal, remediation of any kind and disposal of any such Hazardous Substance, all costs of determining whether the Premises are in compliance, and causing the Premises to be in compliance, with all Requirements of Law relating to Hazardous Substances, all costs associated with claims for damages to persons, property or natural resources, and each Indemnitee’s consultants’ fees (including attorneys’ fees and costs) and court costs. The obligations of Borrower under this indemnity shall survive the repayment of the Notes and shall be independent of the obligations of Borrower to the Indemnitees in connection with the Notes. The rights of each Indemnitee under this indemnity shall be in addition to any other rights and remedies of such Indemnitee under any guaranty or any Lenderdocument or instrument now or hereafter executed in connection with this Agreement, the Notes, the Loan Papers or at law or in equity.

Environmental Indemnity. (a) Borrower Each Borrower, to the extent of its pro rata share of ownership of Property involved in any investigation, litigation or proceeding, as set forth below, and FSI hereby agrees jointly and severally agree to indemnify, defend and hold harmless each Indemnified Person, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses or disbursements (including reasonable attorneys' fees and the allocated cost of in-house counsel and of internal environmental audit or review services), which may be incurred by or asserted against such Indemnified Person in connection with or arising out of any pending or threatened investigation, litigation or proceeding, or any action taken by any Person, with respect to any Environmental Claim arising out of or related to any Property owned, leased or operated by such Borrower. No action taken by legal counsel chosen by Agent or any Lender in defending against any such investigation, litigation or proceeding or requested remedial, removal or response action shall (except for actions which constitute fraud, willful misconduct, gross negligence or material violations of law) shall vitiate or in any way impair BorrowerBorrowers' or FSI's obligation and duty hereunder to indemnify and hold harmless Agent and each Lender. Agent and all Lenders agree to use reasonable efforts to cooperate with Borrower Borrowers respecting the defense of any matter indemnified hereunder, except insofar as and to the extent that their respective interests may be adverse to Borrower's, Borrowers' or FSI's in Agent's and each Lenders' or such Lender's sole discretion. (b) In no event shall any site visit, observation, or testing by Agent or any Lender be deemed a representation or warranty that Hazardous Materials are or are not present in, on, or under the site, or that there has been or shall be compliance with any Environmental Law. Neither Borrower Borrowers, FSI nor any other Person is entitled to rely on any site visit, observation, or testing by Agent or any Lender. Except as otherwise provided by law, neither Agent nor any Lender owes any duty of care to protect Borrower Borrowers, or any one of them, or any other Person against, or to inform Borrower Borrowers or any other party of, any Hazardous Materials or any other adverse condition affecting any site or Property. Neither Agent nor any Lender shall be obligated to disclose to Borrower Borrowers, FSI or any other Person any report or findings made as a result of, or in connection with, any site visit, observation, or testing by Agent or any Lender.

Environmental Indemnity. (a) Borrower Each Borrower, to the extent of its pro rata share of ownership of Property involved in any investigation, litigation or proceeding, as set forth below, and FSI hereby agrees jointly and severally agree to indemnify, defend and hold harmless each Indemnified Person, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses or disbursements (including reasonable attorneys' ’ fees and the allocated cost of in-house counsel and of internal environmental audit or review services), which may be incurred by or asserted against such Indemnified Person in connection with or arising out of any pending or threatened investigation, litigation or proceeding, or any action taken by any Person, with respect to any Environmental Claim arising out of or related to any Property owned, leased or operated by such Borrower. No action taken by legal counsel chosen by Agent or any Lender in defending against any such investigation, litigation or proceeding or requested remedial, removal or response action shall (except for actions which constitute fraud, willful misconduct, gross negligence or material violations of law) shall vitiate or in any way impair Borrower's Borrowers’ or FSI’s obligation and duty hereunder to indemnify and hold harmless Agent and each Lender. Agent and all Lenders agree to use reasonable efforts to cooperate with Borrower Borrowers respecting the defense of any matter indemnified hereunder, except insofar as and to the extent that their respective interests may be adverse to Borrower'sBorrowers’ or FSI’s interests, in Agent's and each Lenders' ’s or such Lender’s sole discretion. (b) In no event shall any site visit, observation, or testing by Agent or any Lender be deemed a representation or warranty that Hazardous Materials are or are not present in, on, or under the site, or that there has been or shall be compliance with any Environmental Law. Neither Borrower Borrowers, FSI nor any other Person is entitled to rely on any site visit, observation, or testing by Agent or any Lender. Except as otherwise provided by law, neither Agent nor any Lender owes any duty of care to protect Borrower Borrowers, or any one of them, or any other Person against, or to inform Borrower Borrowers or any other party of, any Hazardous Materials or any other adverse condition affecting any site or Property. Neither Agent nor any Lender shall be obligated to disclose to Borrower Borrowers, FSI or any other Person any report or findings made as a result of, or in connection with, any site visit, observation, or testing by Agent or any Lender.

Environmental Indemnity. (a) Borrower hereby agrees to Except as provided, in Section 18.7, Tenant shall protect, indemnify, defend (with counsel satisfactory to Landlord) and hold harmless each Indemnified PersonLandlord and its Involved Parties and their respective successors and assigns for, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suitsclaims, costs, chargesexpenses, expenses or disbursements penalties, fines and liabilities of any kind (including reasonable attorneys' fees and including, without limitation, the allocated cost of inany investigation, remediation and cleanup, and attorneys’ fees) which, in Landlord’s reasonable opinion, are attributable to (i) any Environmental Activity in the Building or Premises undertaken or committed during the Term of this Lease, (ii) any investigation, remedial or clean-house counsel and internal environmental audit or review services), which may be incurred up work undertaken by or asserted against such Indemnified Person for Tenant in connection with Environmental Activities or arising out compliance with Environmental Laws, or (iii) the breach by Tenant of any pending of its obligations and covenants set forth in this Section 18. Landlord shall have the right but not the obligation to join and participate in, and control, if it so elects, any legal proceedings initiated in connection with the Environmental Activities of Tenant or threatened investigationTenant’s Agents. Landlord may also negotiate, litigation or proceedingdefend, or approve and appeal any action proposed, taken or issued by any Person, applicable Governmental Authority with respect regard to any Environmental Claim arising out of or related to any Property owned, leased or operated by Borrower. No action taken by legal counsel chosen by Agent or any Lender in defending against any such investigation, litigation or proceeding or requested remedial, removal or response action (except for actions which constitute fraud, willful misconduct, gross negligence or material violations of law) shall vitiate or in any way impair Borrower's obligation and duty hereunder to indemnify and hold harmless Agent and each Lender. Agent and Lenders agree to use reasonable efforts to cooperate with Borrower respecting the defense of any matter indemnified hereunder, except insofar as and to the extent that their respective interests may be adverse to Borrower's, in Agent's and each Lenders' sole discretion. (b) In no event shall any site visit, observation, or testing by Agent or any Lender be deemed a representation or warranty that Hazardous Materials are or are not present inActivities at, on, or under the site, Premises or that there has been any portion of the Building. Any costs or expenses incurred by Landlord for which Tenant is responsible under this Section 18 or for which Tenant must indemnify Landlord shall be compliance reimbursed by Tenant on demand, as additional Rent and with any Environmental Lawinterest thereon at the Default Rate, which shall accrue from and after the date that is twenty (20) days after the date on which Tenant receives written notice of the amount to be reimbursed. Neither Borrower nor any other Person is entitled to rely on any site visit, observation, or testing by Agent or any Lender. Except as otherwise provided by law, neither Agent nor any Lender owes any duty This indemnity shall survive the termination of care to protect Borrower or any other Person against, or to inform Borrower or any other party of, any Hazardous Materials or any other adverse condition affecting any site or Property. Neither Agent nor any Lender shall be obligated to disclose to Borrower or any other Person any report or findings made as a result of, or in connection with, any site visit, observation, or testing by Agent or any Lenderthis Lease.

Environmental Indemnity. (a) Borrower Each Borrower, to the extent of its pro rata share of ownership of Property involved in any investigation, litigation or proceeding, as set forth below, and FSI hereby agrees jointly and severally agree to indemnify, defend and hold harmless each Indemnified Person, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses or disbursements (including reasonable attorneys' fees and the allocated cost of in-house counsel and of internal environmental audit or review services), which may be incurred by or asserted against such Indemnified Person in connection with or arising out of any pending or threatened investigation, litigation or proceeding, or any action taken by any Person, with respect to any Environmental Claim arising out of or related to any Property owned, leased or operated by such Borrower. No action taken by legal counsel chosen by Agent or any Lender in defending against any such investigation, litigation or proceeding or requested remedial, removal or response action shall (except for actions which constitute fraud, willful misconduct, gross negligence or material violations of law) shall vitiate or in any way impair BorrowerBorrowers' or FSI's obligation and duty hereunder to indemnify and hold harmless Agent and each Lender. Agent and all Lenders agree to use reasonable efforts to cooperate with Borrower Borrowers respecting the defense of any matter indemnified hereunder, except insofar as and to the extent that their respective interests may be adverse to Borrower'sBorrowers' or FSI's interests, in Agent's and each Lenders' or such Lender's sole discretion. (b) In no event shall any site visit, observation, or testing by Agent or any Lender be deemed a representation or warranty that Hazardous Materials are or are not present in, on, or under the site, or that there has been or shall be compliance with any Environmental Law. Neither Borrower Borrowers, FSI nor any other Person is entitled to rely on any site visit, observation, or testing by Agent or any Lender. Except as otherwise provided by law, neither Agent nor any Lender owes any duty of care to protect Borrower Borrowers, or any one of them, or any other Person against, or to inform Borrower Borrowers or any other party of, any Hazardous Materials or any other adverse condition affecting any site or Property. Neither Agent nor any Lender shall be obligated to disclose to Borrower Borrowers, FSI or any other Person any report or findings made as a result of, or in connection with, any site visit, observation, or testing by Agent or any Lender.

Environmental Indemnity. (a) Borrower Borrowers hereby agrees agree to defend, indemnify, defend pay and hold Lender and its officers, directors, employees and agents (each, an "Indemnitee") harmless each Indemnified Person, from and against against, and shall reimburse each Indemnitee for, any and all liabilitiesloss, obligationsclaim, lossesliability, damages, penaltiesinjunctive relief, actionspenalty, judgmentsjudgment, suitssuit, costsobligation, chargesinjury to persons, expenses property or disbursements (including reasonable natural resources, cost, expense or disbursement of any kind or nature whatsoever including, without limitation, attorneys' fees and the allocated cost costs attributable to any action or cause of in-house counsel and internal environmental audit action (whether or review servicesnot each Indemnitee shall be designated a party thereto), which may be incurred by arising, directly or asserted against such Indemnified Person indirectly, in connection with whole or arising in part, out of any pending the release or threatened investigationpresence, litigation or proceedingalleged release or alleged presence, or any action taken by any PersonHazardous Substance, with respect to any Environmental Claim arising out of or related to any Property owned, leased or operated by Borrower. No action taken by legal counsel chosen by Agent or any Lender in defending against any such investigation, litigation or proceeding or requested remedial, removal or response action (except for actions which constitute fraud, willful misconduct, gross negligence or material violations of law) shall vitiate or in any way impair Borrower's obligation and duty hereunder to indemnify and hold harmless Agent and each Lender. Agent and Lenders agree to use reasonable efforts to cooperate with Borrower respecting the defense of any matter indemnified hereunder, except insofar as and to the extent that their respective interests may be adverse to Borrower's, in Agent's and each Lenders' sole discretion. (b) In no event shall any site visit, observation, or testing by Agent or any Lender be deemed a representation or warranty that Hazardous Materials are or are not present inat, on, or under the siteunder, or that there has been or shall be compliance with any Environmental Law. Neither Borrower nor any other Person is entitled to rely on any site visit, observation, or testing by Agent or any Lender. Except as otherwise provided by law, neither Agent nor any Lender owes any duty of care to protect Borrower or any other Person against, or to inform Borrower or any other party of, any Hazardous Materials or any other adverse condition affecting any site or Property. Neither Agent nor any Lender shall be obligated to disclose to Borrower or any other Person any report or findings made as a result of, surrounding or in connection with, with any site visit, observationof the Mortgaged Property, or testing by Agent any portion thereof, whether foreseeable or unforeseeable, regardless of the source of such release and regardless of when such release occurred or such presence is discovered. The foregoing indemnity includes, without limitation, all cost in law or in equity of removal, remediation of any kind and disposal of any such Hazardous Substance, all costs of determining whether the Mortgaged Properties are in compliance, and causing the Mortgaged Properties to be in compliance, with all applicable laws relating to Hazardous Substances, all costs associated with claims for damages to persons, property or natural resources, and each Indemnitee's consultants' fees (including attorneys' fees and costs) and court costs. The obligations of Borrowers under this indemnity shall survive the repayment of the Note and shall be independent of the obligations of Borrowers to the Indemnitees in connection with the Note. The rights of each Indemnitee under this indemnity shall be in addition to any other rights and remedies of such Indemnitee under any guaranty or any Lenderdocument or instrument now or hereafter executed in connection with this Agreement, the Note, the Loan Documents or at law or in equity.

Environmental Indemnity. (ai) Borrower hereby agrees to indemnify, defend and hold harmless each Indemnified Person, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses or disbursements (including reasonable attorneys' fees and the allocated cost of in-house counsel and internal environmental audit or review services), which may be incurred by or asserted against such Indemnified Person in connection with or arising out of any pending or threatened investigation, litigation or proceeding, or any action taken by any Person, with respect to any Environmental Claim arising out of or related to any Property owned, leased or operated by Borrower. No action taken by legal counsel chosen by Agent or any Lender in defending against any such investigation, litigation or proceeding or requested remedial, removal or response action (except for actions which constitute fraud, willful misconduct, gross negligence or material violations of law) shall vitiate or in any way impair Borrower's obligation and duty hereunder to indemnify and hold harmless Agent and each LenderLender harmless. Agent and Lenders agree Lender agrees to use reasonable efforts to cooperate with Borrower respecting the defense of any matter indemnified hereunder, except insofar as and to the extent that their respective interests may be adverse to Borrower's, in AgentLender's and each Lenders' sole discretion. (bii) In no event shall any site visit, observation, or testing by Agent or any Lender be deemed a representation or warranty that Hazardous Materials are or are not present in, on, or under the site, or that there has been or shall be compliance with any Environmental Law. Neither Borrower nor any other Person is entitled to rely on any site visit, observation, or testing by Agent or any Lender. Except as otherwise provided by law, neither Agent nor any Lender owes any no duty of care to protect Borrower or any other Person against, or to inform Borrower or any other party of, any Hazardous Materials or any other adverse condition affecting any site or Property. Neither Agent nor any Lender shall not be obligated to disclose to Borrower or any other Person any report or findings made as a result of, or in connection with, any site visit, observation, or testing by Agent or any Lender.

Environmental Indemnity. As between Borrower and Lender, all risk of loss associated with non-compliance with Environmental Laws, or with the presence of any Hazardous Material at, upon, within, contiguous to or otherwise affecting the Property, shall lie solely with Borrower. Accordingly, Borrower shall bear all risks and costs associated with any loss (a) including any loss in value attributable to Hazardous Materials), damage or liability therefrom, including all costs of removal of Hazardous Materials or other remediation required by Lender or by law. Borrower hereby agrees to shall indemnify, defend and hold Lender harmless each Indemnified Person, from and against any and all loss, liabilities, obligations, losses, damages, penaltiesclaims, actions, judgments, suits, costs, charges, costs and expenses or disbursements (including reasonable attorneys' fees and the allocated cost costs of in-house counsel and internal environmental audit or review services), which may be incurred by or asserted against such Indemnified Person in connection with or arising out of any pending or threatened investigation, litigation or proceeding, or any action taken by any Person, with respect to any Environmental Claim defense) arising out of or related to any Property ownedassociated, leased or operated by Borrower. No action taken by legal counsel chosen by Agent or any Lender in defending against any such investigation, litigation or proceeding or requested remedial, removal or response action (except for actions which constitute fraud, willful misconduct, gross negligence or material violations of law) shall vitiate or in any way impair Borrower's obligation and duty hereunder to indemnify and hold harmless Agent and each Lender. Agent and Lenders agree to use reasonable efforts to cooperate way, with Borrower respecting the defense of any matter indemnified hereunder, except insofar as and to the extent that their respective interests may be adverse to Borrower's, in Agent's and each Lenders' sole discretion. (b) In no event shall any site visit, observationnon-compliance with Environmental Laws, or testing by Agent or any Lender be deemed a representation or warranty that the existence of Hazardous Materials are or are not present in, on, or under about the siteProperty, or that there a breach of any representation, warranty or covenant contained in Article 10 hereof, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law, including those arising from the joint, concurrent, or comparative negligence of Lender; however, Borrower shall not be liable under such indemnification to the extent such loss, liability, damage, claim, cost or expense results solely from Lender's gross negligence or willful misconduct. Borrower's obligations hereunder shall arise upon the discovery of the presence of any Hazardous Material, whether or not any governmental authority has been taken or threatened any action in connection with the presence of any Hazardous Material, and whether or not the existence of any such Hazardous Material or potential liability on account thereof is disclosed in any site assessment and shall continue notwithstanding the repayment of the Note or any transfer or sale of any right, title and interest in the Property (by foreclosure, deed in lieu of foreclosure or otherwise). Of even date herewith, Borrower and other persons or entities (collectively, Borrower and such other parties, the "Indemnitors") may as circumstances require execute and deliver a certain environmental indemnity agreement in favor of the Lender incorporating the environmental indemnities set forth herein as well as additional provisions and requirements with respect to environmental matters (the "Environmental Indemnity"). In the event an Environmental Indemnity is executed, it shall be compliance with any Environmental Law. Neither Borrower nor any other Person is entitled to rely on any site visit, observation, or testing by Agent or any Lender. Except as otherwise provided by law, neither Agent nor any Lender owes any duty included in the definition of care to protect Borrower or any other Person against, or to inform Borrower or any other party of, any Hazardous Materials or any other adverse condition affecting any site or Property. Neither Agent nor any Lender shall be obligated to disclose to Borrower or any other Person any report or findings made as a result of, or in connection with, any site visit, observation, or testing by Agent or any Lender"Other Security Documents".

Environmental Indemnity. (a) Borrower hereby agrees to Tenant shall protect, indemnify, defend (with counsel satisfactory to Landlord) and hold harmless each Indemnified PersonLandlord and its directors, officers, partners, employees, agents, lenders, and ground lessees, if any, and their respective successors and assigns for, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suitsclaims, costs, chargesexpenses, expenses or disbursements penalties, fines and liabilities of any kind (including reasonable including, without limitation, the cost of any investigation, remediation and cleanup, and attorneys' fees and fees) which, in Landlord's reasonable opinion, are attributable to (i) any Environmental Activity on the allocated cost Premises undertaken or committed by Tenant or Tenant's Agents or caused by the negligence of insuch persons during the Term of this Lease, (ii) any remedial or clean-house counsel and internal environmental audit or review services), which may be incurred up work undertaken by or asserted against such Indemnified Person for Tenant in connection with Tenant's Environmental Activities or arising out Tenant's compliance with Environmental Laws, or (iii) the breach by Tenant of any pending of its obligations and covenants set forth in this paragraph 19. Landlord shall have the right but not the obligation to join and participate in, and reasonably control, if it so elects, any legal proceedings initiated in connection with the Environmental Activities of Tenant or threatened investigationTenant's Agents. Landlord may also negotiate, litigation or proceedingdefend, or approve and appeal any action taken or issued by any Personapplicable governmental authority with regard to contamination of the Premises or the Project by a Hazardous Material. Notwithstanding anything to the contrary herein, with respect to any Environmental Claim arising out of or related to any Property owned, leased or operated by Borrower. No action taken by legal counsel chosen by Agent or any Lender in defending against any such investigation, litigation or proceeding or requested remedial, removal or response action (except for actions which constitute fraud, willful misconduct, gross negligence or material violations of lawi) shall vitiate or in any way impair Borrower's obligation and duty hereunder to indemnify and hold harmless Agent and each Lender. Agent and Lenders agree to Landlord will use reasonable its best efforts to cooperate with Borrower respecting Tenant if Landlord elects to join in, participate in or take control in any such legal proceeding, or to negotiate, defend, approve or appeal any such action as set forth above; (ii) Landlord shall not have the defense of right to settle any matter indemnified hereunder, except insofar as and to the extent involving injunctive relief that their respective interests may would adversely effect the operations of Tenant on the Premises without the written consent of Tenant (which consent shall not be adverse unreasonably withheld); and (iii) any reasonable costs or expenses incurred by Landlord for which Tenant is responsible under this paragraph 19 or for which Tenant has indemnified Landlord and which are required to Borrower's, in Agent's and each Lenders' sole discretion. (b) In no event shall any site visit, observation, or testing by Agent or any Lender be deemed a representation or warranty that Hazardous Materials are or are not present in, on, or under the site, or that there has been or incurred pursuant to applicable Environmental Laws shall be compliance reimbursed by Tenant on demand, as additional rent and with any Environmental Law. Neither Borrower nor any other Person is entitled to rely on any site visitinterest thereon, observation, or testing by Agent or any Lender. Except as otherwise provided by law, neither Agent nor any Lender owes any duty subparagraph 17(d) of care to protect Borrower or any other Person against, or to inform Borrower or any other party of, any Hazardous Materials or any other adverse condition affecting any site or Propertythis Lease. Neither Agent nor any Lender This indemnity shall be obligated to disclose to Borrower or any other Person any report or findings made as a result of, or in connection with, any site visit, observation, or testing by Agent or any Lendersurvive the termination of this Lease.

Environmental Indemnity. (a) Each Borrower hereby agrees to indemnify, defend and hold harmless each Creditor Party and each of their respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, an "Indemnified Person"), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses or disbursements (including reasonable attorneys' fees and out-of-pocket expenses of legal 88- counsel to the Administrative Agent and the allocated costs of internal counsel to the Administrative Agent and the allocated cost of in-house counsel and internal environmental audit or review services), which may be incurred by or asserted against such Indemnified Person in connection with or arising arising, directly or indirectly out of any pending or threatened investigation, litigation or proceeding, or any action taken by any Person, with respect to any Environmental Claim arising out of or related to any Property owned, leased subject to a Lien in favor of the Administrative Agent or operated by Borrowerany Lender. No action taken by legal counsel chosen by the Administrative Agent or any Lender in defending against any such investigation, litigation or proceeding or requested remedial, removal or response action (except for actions which constitute fraud, willful misconduct, gross negligence or material violations of law) shall vitiate or in any way impair Borrower's the Borrowers' obligation and duty hereunder to indemnify and hold harmless Agent and each Lender. Agent and Lenders agree to use reasonable efforts to cooperate with Borrower respecting the defense of any matter indemnified hereunder, except insofar as and to the extent that their respective interests may be adverse to Borrower's, in Agent's and each Lenders' sole discretionCreditor Party. (b) In no event shall any site visit, observation, observation or testing by the Administrative Agent or any Lender (or any contractee of the Administrative Agent or any Lender) be deemed a representation or warranty that Hazardous Materials are or are not present in, on, or under under, the site, or that there has been or shall be compliance with any Environmental Law. Neither Borrower None of the Borrowers nor any other Person is entitled to rely on any site visit, observation, observation or testing by the Administrative Agent or any Lender. Except as otherwise provided by law, neither Neither the Administrative Agent nor any Lender owes any duty of care to protect Borrower the Borrowers or any other Person against, or to inform Borrower the Borrowers or any other party of, any Hazardous Materials or any other adverse condition affecting any site or Property. Neither the Administrative Agent nor any Lender shall be obligated to disclose to Borrower the Borrowers or any other Person any report or findings made as a result of, or in connection with, any site visit, observation, observation or testing by the Administrative Agent or any Lender. (c) The obligations in this Section shall survive payment of all other Obligations. At the election of any Indemnified Person, the Borrowers shall defend such Indemnified Person using legal counsel reasonably satisfactory to the Borrowers and such Indemnified Person, at the sole cost and expense of the Borrowers. All amounts owing under this Section shall be paid within 30 days after demand. (d) The Borrowers acknowledge that the Administrative Agent's and Lenders' appraisal of the Real Property is such that Administrative Agent and Lenders are not willing to accept the consequences under any applicable anti-deficiency rules of inclusion of the obligations under this Section among the obligations secured by the Real Property, and that the Administrative Agent and the Lenders would not enter into the Loan Agreement with the Borrowers but for the personal liability undertaken by the Borrowers for such obligations.

Environmental Indemnity. (a) Borrower hereby agrees to indemnify, defend and hold harmless each Creditor and each of their respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, an "Indemnified Person"), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses or disbursements (including reasonable attorneys' fees and out-of-pocket expenses of legal counsel to the Agent and the allocated costs of internal counsel to the Agent and the allocated cost of in-house counsel and internal environmental audit or review services), which may be incurred by or asserted against such Indemnified Person in connection with or arising arising, directly or indirectly out of any pending or threatened investigation, litigation or proceeding, or any action taken by any Person, with respect to any Environmental Claim arising out of or related to any Property owned, leased subject to a Lien in favor of the Agent or operated by Borrowerany Lender except to the extent that the same arise out of the negligence or willful misconduct of a Creditor. No action taken by legal counsel chosen by the Agent or any Lender in defending against any such investigation, litigation or proceeding or requested remedial, removal or response action (except for actions which constitute fraud, willful misconduct, gross negligence or material violations of law) shall vitiate or in any way impair Borrower's obligation and duty hereunder to indemnify and hold harmless Agent and each Lender. Agent and Lenders agree to use reasonable efforts to cooperate with Borrower respecting the defense of any matter indemnified hereunder, except insofar as and to the extent that their respective interests may be adverse to Borrower's, in Agent's and each Lenders' sole discretionCreditor. (b) In no event shall any site visit, observation, or testing by the Agent or any Lender (or any contractee of the Agent or any Lender) be deemed a representation or warranty that Hazardous Materials are or are not present in, on, or under under, the site, or that there has been or shall be compliance with any Environmental Law. Neither Borrower nor any other Person is entitled to rely on any site visit, observation, or testing by the Agent or any Lender. Except as otherwise provided by law, neither Neither the Agent nor any Lender owes any duty of care to protect Borrower or any other Person against, or to inform Borrower or any other party of, any Hazardous Materials or any other adverse condition affecting any site or Property. Neither the Agent nor any Lender shall be obligated to disclose to Borrower or any other Person any report or findings made as a result of, or in connection with, any site visit, observation, or testing by the Agent or any Lender. (c) The obligations in this Section shall survive payment of all other Obligations. At the election of any Indemnified Person, Borrower shall defend such Indemnified Person using legal counsel reasonably satisfactory to such Indemnified Person in such Person's sole discretion, at the sole cost and expense of Borrower. All amounts owing under this Section shall be paid within 30 days after demand. (d) Borrower acknowledges that the Agent's and Lenders' appraisal of the Real Property is such that the Agent and Lenders are not willing to accept the consequences under any applicable anti-deficiency rules, of inclusion of the obligations under this Section among the obligations secured by the Real Property, and that Agent and Lenders would not enter into the Loan Agreement with Borrower but for the personal liability undertaken by Borrower for such obligations.

Environmental Indemnity. (a) Borrower hereby agrees to indemnify, defend and hold harmless each Creditor and each of their respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, an "Indemnified Person"), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses or disbursements (including reasonable attorneys' INCLUDING fees and out-of-pocket expenses of legal counsel to the Administrative Agent and the allocated costs of internal counsel to the Administrative Agent and the allocated cost of in-house counsel and internal environmental audit or review services), which may be incurred by or asserted against such Indemnified Person in connection with or arising arising, directly or indirectly out of any pending or threatened investigation, litigation or proceeding, or any action taken by any Person, with respect to to: (a) any Environmental Claim arising out of or related to any Property owned, leased subject to a Lien in favor of the Administrative Agent or operated by Borrowerany Lender. No action taken by legal counsel chosen by the Administrative Agent or any Lender in defending against any such investigation, litigation or proceeding or requested remedial, removal or response action (except for actions which constitute fraud, willful misconduct, gross negligence or material violations of law) shall vitiate or in any way impair Borrower's obligation and duty hereunder to indemnify and hold harmless Agent and each Lender. Agent and Lenders agree to use reasonable efforts to cooperate with Borrower respecting the defense of any matter indemnified hereunder, except insofar as and to the extent that their respective interests may be adverse to Borrower's, in Agent's and each Lenders' sole discretionCreditor. (ba) In no event shall any site visit, observation, or testing by the Administrative Agent or any Lender (or any contractee of the Administrative Agent or any Lender) be deemed a representation or warranty that Hazardous Materials are or are not present in, on, or under under, the site, or that there has been or shall be compliance with any Environmental Law. Neither Borrower nor any other Person is entitled to rely on any site visit, observation, or testing by the Administrative Agent or any Lender. Except as otherwise provided by law, neither Neither the Administrative Agent nor any Lender owes any duty of care to protect Borrower or any other Person against, or to inform Borrower or any other party of, any Hazardous Materials or any other adverse condition affecting any site or Property. Neither the Administrative Agent nor any Lender shall be obligated to disclose to Borrower or any other Person any report or findings made as a result of, or in connection with, any site visit, observation, or testing by the Administrative Agent or any Lender. (b) The obligations in this Section shall survive payment of all other Obligations. At the election of any Indemnified Person, Borrower shall defend such Indemnified Person using legal counsel satisfactory to such Indemnified Person in such Person's sole discretion, at the sole cost and expense of Borrower. All amounts owing under this Section shall be paid within 30 days after demand. (c) Borrower acknowledges that the Administrative Agent's and Lenders' appraisal of the Real Property is such that Administrative Agent and Lenders are not willing to accept the consequences under any applicable anti-deficiency roles, of inclusion of the obligations under this Section among the obligations secured by the Real Property, and that Administrative Agent and Lenders would not enter into the Loan Agreement with Borrower but for the personal liability undertaken by Borrower for such obligations.

Environmental Indemnity. (a) The Borrower hereby agrees to indemnify, defend and hold harmless each Indemnified Person, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses or disbursements (including reasonable attorneys' fees and expenses of counsel and the allocated cost of in-house counsel and internal environmental audit or review servicescounsel), which may be incurred by or asserted against such an Indemnified Person in connection with or arising out of any pending or threatened investigation, litigation or proceeding, or any action taken by any Person, with respect to any Environmental Claim arising out of or related to any Property owned, leased property subject to a Mortgage in favor of the Collateral Agent or operated by Borrowerany Bank. No action taken by legal counsel chosen by the Collateral Agent or any Lender Bank in defending against any such investigation, litigation or proceeding or requested remedial, removal or response action (except for actions which constitute fraud, willful misconduct, gross negligence or material violations of law) shall vitiate or in any way impair the Borrower's obligation and duty duties hereunder to indemnify and hold harmless Agent and each Lenderthe Indemnified Persons. Agent and Lenders agree to use reasonable efforts to cooperate with Borrower respecting the defense of any matter indemnified hereunder, except insofar as and to the extent that their respective interests may be adverse to Borrower's, in Agent's and each Lenders' sole discretion. (b) In no event shall any site visit, observation, or testing by the Collateral Agent or any Lender Bank be deemed a representation or warranty that Hazardous Materials are or are not present in, on, or under the site, or that there has been or shall be compliance with any Environmental law, regulation, or ordinance pertaining to Hazardous Materials or any other Applicable Law. Neither the Borrower nor any Guarantor nor any other Person party is entitled to rely on any site visit, observation, or testing by the Collateral Agent or any LenderBank. Except as otherwise provided may be required by lawApplicable Law, neither the Collateral Agent nor any Lender Bank owes any duty of care to protect Borrower Holdings or any Subsidiary or any other Person party against, or to inform Borrower Holdings or any Subsidiary or any other party of, any Hazardous Materials or any other adverse condition affecting any site or Propertyproperty. Neither Except as may be required by Applicable Law, neither the Collateral Agent nor any Lender Bank shall be obligated to disclose to Borrower Holdings or any Subsidiary or any other Person party any report or findings made as a result of, or in connection with, any site visit, observation, or testing by the Collateral Agent or any LenderBank.

Environmental Indemnity. (ai) Borrower hereby agrees to indemnify, defend and hold harmless each Indemnified Person, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses or disbursements (including reasonable attorneys' fees and the allocated cost of in-house counsel and internal environmental audit or review services), which may be incurred by or asserted against such Indemnified Person in connection with or arising out of any pending or threatened investigation, litigation or proceeding, or any action taken by any Person, with respect to any Environmental Claim arising out of or related to any Property owned, leased or operated by Borrower. No action taken by legal counsel chosen by Agent or any Lender in defending against any such investigation, litigation or proceeding or requested remedial, removal or response action (except for actions which constitute fraud, willful misconduct, gross negligence or material violations of law) shall vitiate or in any way impair Borrower's obligation and duty hereunder to indemnify and hold harmless Agent and each Lender. Agent and Lenders agree to use reasonable efforts to cooperate with Borrower respecting the defense of any matter indemnified hereunder, except insofar as and to the extent that their respective interests may be adverse to Borrower's, in Agent's and each Lenders' sole discretion. (bii) In no event shall any site visit, observation, or testing by Agent or any Lender be deemed a representation or warranty that Hazardous Materials are or are not present in, on, or under the site, or that there has been or shall be compliance with any Environmental Law. Neither Borrower nor any other Person is entitled to rely on any site visit, observation, or testing by Agent or any Lender. Except as otherwise provided by law, neither Agent nor any Lender owes any duty of care to protect Borrower or any other Person against, or to inform Borrower or any other party of, any Hazardous Materials or any other adverse condition affecting any site or Property. Neither Agent nor any Lender shall be obligated to disclose to Borrower or any other Person any report or findings made as a result of, or in connection with, any site visit, observation, or testing by Agent or any Lender.

Environmental Indemnity. (a) Borrower hereby agrees to Tenant shall protect, indemnify, defend (with counsel satisfactory to Landlord) and hold harmless each Indemnified PersonLandlord and its directors, officers, partners, employees, agents, lenders, and ground lessees, if any, and their respective successors and assigns for, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suitsclaims, costs, chargesexpenses, expenses or disbursements penalties, fines and liabilities of any kind (including reasonable including, without limitation, the cost of any investigation, remediation and cleanup, and attorneys' fees and fees) which, in Landlord's reasonable opinion after reviewing an environment report are attributable to (i) any Environmental Activity on the allocated cost Property or Project or in the Building or Premises undertaken or committed by Tenant or Tenant's Agents or caused by the negligence of insuch persons during the Term of this Lease, (ii) any remedial or clean-house counsel and internal environmental audit or review services), which may be incurred up work undertaken by or asserted against such Indemnified Person for Tenant in connection with Tenant's Environmental Activities or arising out Tenant's compliance with Environmental Laws, or (iii) the breach by Tenant of any pending of its obligations and covenants set forth in this paragraph 19. Landlord shall have the right but not the obligation to join and participate in, and control, if it so elects, any legal proceedings initiated in connection with the Environmental Activities of Tenant or threatened investigationTenant's Agents. Landlord may also negotiate, litigation or proceedingdefend, or approve and appeal any action taken or issued by any Person, applicable governmental authority with respect regard to any Environmental Claim arising out contamination of or related to any Property owned, leased or operated by Borrower. No action taken by legal counsel chosen by Agent the Premises or any Lender in defending against any such investigation, litigation portion of the Property or proceeding Project by a Hazardous Material. Any costs or requested remedial, removal expenses incurred by Landlord for which Tenant is responsible under this paragraph 19 or response action (except for actions which constitute fraud, willful misconduct, gross negligence or material violations of law) shall vitiate or in any way impair Borrower's obligation and duty hereunder to indemnify and hold harmless Agent and each Lender. Agent and Lenders agree to use reasonable efforts to cooperate with Borrower respecting the defense of any matter Tenant has indemnified hereunder, except insofar as and to the extent that their respective interests may be adverse to Borrower's, in Agent's and each Lenders' sole discretion. (b) In no event shall any site visit, observation, or testing by Agent or any Lender be deemed a representation or warranty that Hazardous Materials are or are not present in, on, or under the site, or that there has been or Landlord shall be compliance reimbursed by Tenant on demand, as additional rent and with any Environmental Law. Neither Borrower nor any other Person is entitled to rely on any site visitinterest thereon, observation, or testing by Agent or any Lender. Except as otherwise provided by law, neither Agent nor any Lender owes any duty subparagraph 17(d) of care to protect Borrower or any other Person against, or to inform Borrower or any other party of, any Hazardous Materials or any other adverse condition affecting any site or Propertythis Lease. Neither Agent nor any Lender This indemnity shall be obligated to disclose to Borrower or any other Person any report or findings made as a result of, or in connection with, any site visit, observation, or testing by Agent or any Lendersurvive the termination of this Lease.

Environmental Indemnity. (a) Borrower hereby agrees to indemnify, ----------------------- defend and hold harmless each Creditor and each of their respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, an "Indemnified Person"), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses or disbursements (including reasonable attorneys' fees and out-of-pocket expenses of legal counsel to --------- the Administrative Agent and the allocated costs of internal counsel to the Administrative Agent and, following an Event of Default, the allocated cost of in-house counsel and internal environmental audit or review services), which may be incurred by or asserted against such Indemnified Person in connection with or arising arising, directly or indirectly out of any pending or threatened investigation, litigation or proceeding, or any action taken by any Person, with respect to to: (a) any Environmental Claim arising out of or related to any Property ownedsubject to a Lien in favor of the Administrative Agent or any Lender. Following any Event of Default, leased or operated by Borrower. No no action taken by legal counsel chosen by the Administrative Agent or any Lender in defending against any such investigation, litigation or proceeding or requested remedial, removal or response action (except for actions which constitute fraud, willful misconduct, gross negligence or material violations of law) shall vitiate or in any way impair BorrowerXxxxxxxx's obligation and duty hereunder to indemnify and hold harmless Agent and each Lender. Agent and Lenders agree to use reasonable efforts to cooperate with Borrower respecting the defense of any matter indemnified hereunder, except insofar as and to the extent that their respective interests may be adverse to Borrower's, in Agent's and each Lenders' sole discretionCreditor. (ba) In no event shall any site visit, observation, or testing by the Administrative Agent or any Lender (or any contractee of the Administrative Agent) be deemed a representation or warranty that Hazardous Materials are or are not present in, on, or under under, the site, or that there has been or shall be compliance with any Environmental Law. Neither Borrower nor any other Person is entitled to rely on any site visit, observation, or testing by the Administrative Agent however the Administrative Agent shall endeavor (without liability for failing to do so) to inform Borrower of any material environmental liability disclosed to it by any such site visit, observation or any Lendertesting. Except as otherwise provided by law, neither Neither the Administrative Agent nor any Lender owes any duty of care to protect Borrower or any other Person against, or to inform Borrower or any other party of, any Hazardous Materials or any other adverse condition affecting any site or Property. Neither the Administrative Agent nor any Lender shall be obligated to disclose to Borrower or any other Person any report or findings made as a result of, or in connection with, any site visit, observation, or testing by the Administrative Agent or any Lender. (b) The obligations in this Section shall survive payment of all other Obligations. At the election of any Indemnified Person, Xxxxxxxx shall defend such Indemnified Person using legal counsel reasonably satisfactory to such Indemnified Person in such Person's sole discretion, at the sole cost and expense of Xxxxxxxx. All amounts owing under this Section shall be paid within 30 days after demand.

Environmental Indemnity. (a) Borrower hereby agrees to Landlord will indemnify, defend and defend, hold harmless each Indemnified Person, and reimburse Tenant and Tenant Parties from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, fines and reasonable direct remedial costs and expenses or disbursements (including reasonable attorneys' fees legal expenses and consultants’ fees) (collectively, for purposes of this Section 2, “Costs”) that Tenant may incur due to a clean-up, abatement, removal, or other remedial response required of Tenant by an appropriate governmental authority resulting from or caused by the allocated cost of in-house counsel and internal environmental audit introduction, production, use, generation, storage, treatment, disposal, discharge, release or review services), which may be incurred by other handling or asserted against such Indemnified Person in connection with or arising out disposition of any pending Hazardous Materials in or threatened investigationabout the Premises, litigation Building, Property and/or Project. However, this indemnity provision will not apply to any Costs (a) caused by the negligence or proceedingintentional misconduct of Tenant or any other Tenant Parties or the contractors or invitees of Tenant or the Tenant Parties, or any action taken by any Person, with respect to any Environmental Claim arising out of or related to any Property owned, leased or operated by Borrower. No action taken by legal counsel chosen by Agent or any Lender in defending against any such investigation, litigation or proceeding or requested remedial, removal or response action (except for actions which constitute fraud, willful misconduct, gross negligence or material violations of lawb) shall vitiate or in any way impair Borrower's obligation and duty hereunder to indemnify and hold harmless Agent and each Lender. Agent and Lenders agree to use reasonable efforts to cooperate with Borrower respecting the defense of any matter indemnified hereunder, except insofar as and to the extent that their respective interests may be adverse to Borrower's, in Agent's and each Lenders' sole discretion. costs result from (bi) In no event shall any site visit, observation, or testing by Agent or any Lender be deemed a representation or warranty that Hazardous Materials are or are not present in, on, or under the site, or that there has been or shall be compliance with any Environmental Law. Neither Borrower nor any other Person is entitled to rely on any site visit, observation, or testing by Agent or any Lender. Except as otherwise provided by law, neither Agent nor any Lender owes any duty of care to protect Borrower or any other Person against, or to inform Borrower or any other party of, any Hazardous Materials introduced to, produced, used, stored, treated, handled or generated at (or disposed, discharged or released at or from) the Premises, Building, Property and/or Project by, or disturbed, distributed or exacerbated by, Tenant, any other adverse condition affecting Tenant Parties or the contractors or the invitees thereof, (ii) any site default by Tenant of the terms of the Lease and/or (iii) any act of (or Property. Neither Agent nor any Lender shall to be obligated to disclose to Borrower or taken by) Tenant, any other Person Tenant Parties or the contractors or the invitees thereof. In addition, the foregoing indemnity obligation shall not bind any report party that acquires Landlord’s interest in the Property by foreclosure or findings made deed in lieu of foreclosure, except to the extent of any Costs incurred as a result ofof any clean-up, abatement, removal, or other remedial response that such party was required under applicable law to perform, but failed to perform, after such acquisition. Nothing in connection with, this Section 2 shall be interpreted as imposing any site visit, observation, liability on Landlord for any other costs or testing expenses incurred by Agent Tenant or any Lenderof the Tenant Parties (including, without limitation, lost sales or profits of such parties) relating to the presence of Hazardous Materials at the Premises, Building, Property and/or Project.

Environmental Indemnity. (ai) The Borrower hereby agrees to indemnify, defend indemnify and hold harmless each the Lender and its Affiliates, and their officers, directors, employees, agents and advisors (each, an "Indemnified Person, Party") from and against any and all liabilitiesclaims, obligationsdamages, losses, damagesliabilities and expenses (including, penaltieswithout limitation, actions, judgments, suits, costs, charges, expenses or disbursements (including reasonable attorneys' fees and the allocated cost expenses of in-house counsel and internal environmental audit or review services), which counsel) that may be incurred by or asserted or awarded against such any Indemnified Person Party, in each case arising out of or in connection with or arising out of by reason of, or in connection with the preparation for a defense of, any pending or threatened investigation, litigation or proceedingproceeding arising out of, related to or in connection with the actual or alleged presence of Hazardous Materials on any property of the Borrower or any action taken by Environmental Action relating in any Personway to the Borrower, with respect to any Environmental Claim arising out of in each case whether or related to any Property owned, leased or operated by Borrower. No action taken by legal counsel chosen by Agent or any Lender in defending against any not such investigation, litigation or proceeding is brought by the Borrower, its directors, shareholders or requested remedialcreditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated, removal except to the extent such claim, damage, loss, liability or response action (except for actions which constitute fraud, willful misconduct, expense resulted from an Indemnified Party's gross negligence or material violations willful misconduct. The Borrower also agrees not to assert any claim against the Lender or any of lawits Affiliates, or any of their respective directors, officers, employees, attorneys and agents, on any theory of liability, for special or indirect damages arising out of or otherwise relating to this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Advances. (ii) Each Indemnified Party shall, promptly after becoming aware of any actual or threatened action or claim against such Indemnified Party in respect of which indemnification may be sought against the Borrower pursuant to this Section 9.04(b), notify the Borrower in writing of such action or claim. In case any such action shall vitiate be brought against any Indemnified Party and such Indemnified Party shall notify the Borrower of the commencement thereof, the Borrower may participate therein or assume the defense thereof and after notice from the Borrower to such Indemnified Party of an election so to assume the defense thereof, such Indemnified Party shall cooperate fully, completely and promptly in the defense thereof, including without limitation, the settlement of outstanding claims, and the Borrower will not be liable to such Indemnified Party under this Section 9.04(b) for any way impair legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof other than reasonable out-of-pocket costs of investigation incurred with the consent of the Borrower's obligation , which consent shall not be unreasonably withheld or delayed; provided, however, that unless and duty hereunder to indemnify and hold harmless Agent and each Lender. Agent and Lenders agree to use reasonable efforts to cooperate with until the Borrower respecting so assumes the defense of any matter indemnified hereundersuch action, except insofar as and the Borrower shall have the right to participate at its own expense in the defense of any such action to which it is a party. If the Borrower shall not have so assumed the defense of any such action or if any Indemnified Party shall have reasonably concluded that there may be defenses available to it or them which are different from or additional to those available to the extent Borrower (in which case the Borrower shall not have the right to direct the defense of such action on behalf of such Indemnified Party), legal or other expenses incurred by such Indemnified Party shall be borne by the Borrower; provided that their respective interests may the Borrower shall be adverse liable only for the expenses of a single legal counsel for all Indemnified Parties in connection with any single action. Notwithstanding the foregoing, the Borrower shall not be liable for any settlement of any action or claim effected without its consent. (iii) The Borrower will not settle or compromise or consent to Borrower'sthe entry of any judgment in any pending or threatened claim, action, suit or proceeding in Agent's respect of which indemnification has been sought hereunder (whether or not an Indemnified Party is a party to such claim, action, suit or proceeding) without the prior written consent of the Lender unless such settlement, compromise or consent includes an unconditional release of the Lender and each Lenders' sole discretionIndemnified Party from all liability arising from such claim, action, suit or proceeding. (b) In no event The indemnity in this Section 9.04 shall any site visitsurvive for a period of five (5) years from the date of the initial Drawdown. If written notice of a claim pursuant to this Section 9.04 is given by the Lender to the Borrower prior to the expiry of such period, observation, or testing by Agent or any then the right of the Lender be deemed a representation or warranty that Hazardous Materials are or are not present in, on, or under to pursue such claim shall survive the site, or that there has been or shall be compliance with any Environmental Law. Neither Borrower nor any other Person is entitled to rely on any site visit, observation, or testing by Agent or any Lender. Except as otherwise provided by law, neither Agent nor any Lender owes any duty expiry of care to protect Borrower or any other Person against, or to inform Borrower or any other party of, any Hazardous Materials or any other adverse condition affecting any site or Property. Neither Agent nor any Lender shall be obligated to disclose to Borrower or any other Person any report or findings made as a result of, or in connection with, any site visit, observation, or testing by Agent or any Lendersuch five (5) year period.

Environmental Indemnity. (a) Borrower hereby agrees In addition to Tenant's obligations as set forth hereinabove, Tenant and Tenant's officers and directors agree to, and shall, protect, indemnify, defend (with counsel reasonable acceptable to Landlord) and hold Landlord and the other Indemnitees harmless each Indemnified Person, from and against any and all liabilitiesclaims, obligations, lossesjudgments, damages, penalties, actionsfines, judgmentsliabilities, losses (including, without limitation, diminution in value of any portion of the Premises, the Building, the Lot or the Park, damages for the loss of or restriction on the use of rentable or usable space, and from any adverse impact of Landlord's marketing of any space within the Building and/or Park), suits, costsadministrative proceedings and costs (including, chargesbut not limited to, expenses or disbursements (including reasonable attorneys' and consultant fees and court costs) arising at any time during or after the allocated cost Term of in-house counsel and internal environmental audit or review services), which may be incurred by or asserted against such Indemnified Person this Lease in connection with or arising out related to, directly or indirectly, the use, presence, transportation, storage, disposal, migration, removal, spill, release or discharge of Hazardous Materials on, in or about any pending portion of the Premises, the Common Areas, the Building, the Lot or threatened investigation, litigation the Park as a result (directly or proceeding, indirectly) of the intentional or negligent acts or omissions of Tenant or any action taken of Tenant's Representatives. Neither the written consent of Landlord to the presence, use or storage of Hazardous Materials in, on, under or about any portion of the Premises, the Building, the Lot and/or the Park, nor the strict compliance by Tenant with all Environmental Laws shall excuse Tenant and Tenant's officers and directors from its obligations of indemnification pursuant hereto. Tenant shall not be relieved of its indemnification obligations under the provisions of this Section 29.5 due to Landlord's status as either an "owner" or "operator" under any Person, Environmental Laws. Tenant shall not be liable for nor otherwise obligated to Landlord under any provision of the Lease with respect to (i) any Environmental Claim arising out claim, remediation obligation, investigation obligation, liability, cause of action, attorney's fees, consultants' cost, expense or damage resulting from any Hazardous Material present in, on or about the Premises or any of the Buildings in Phase V to the extent not caused nor otherwise permitted, directly or indirectly, by Tenant or Tenant's Representatives, including without limitation, any residual Hazardous Materials which are present in, on or about the Premises, the Building or the Lot as of the Lease Date including any residual hazardous substances referred to in section 29.7 below; or (ii) the removal, investigation, monitoring or remediation of any Hazardous Material present in, on or about the Premises or the Building caused by any source, including third parties other than Tenant and Tenant's Representatives, as a result of or related in connection with the acts or omissions of persons other than Tenant or Tenant's Representatives, provided, however, Tenant shall be fully liable for and otherwise obligated to any Property ownedLandlord under the provisions of this Lease for all liabilities, leased or operated by Borrower. No action taken by legal counsel chosen by Agent costs, damages, penalties, claims, judgments, expenses (including without limitation, attorneys' and experts' fees and costs) and losses to the extent Tenant or any Lender of Tenant's Representatives contributes to the presence of such Hazardous Materials or Tenant and/or any of Tenant's Representatives exacerbates the conditions caused by such Hazardous Materials. At Tenant's written request, Landlord shall make available for review by Tenant in defending against Landlord's offices any such investigationenvironmental reports, litigation evaluations or proceeding information bearing on the environmental condition of the Premises, any of the Buildings in Phase I or requested remedial, removal or response action (except for actions which constitute fraud, willful misconduct, gross negligence or material violations of law) shall vitiate or the Park to the extent same is in any way impair BorrowerLandlord's obligation and duty hereunder to indemnify and hold harmless Agent and each Lender. Agent and Lenders agree to use reasonable efforts to cooperate with Borrower respecting the defense of any matter indemnified hereunder, except insofar as possession at Landlord's offices and to the extent that their respective interests may be adverse to Borrower'snot otherwise treated as confidential or otherwise protected under any attorney-client privilege, in Agent's and each Lenders' sole discretionattorney work-product privilege or similar laws. (b) In no event shall any site visit, observation, or testing by Agent or any Lender be deemed a representation or warranty that Hazardous Materials are or are not present in, on, or under the site, or that there has been or shall be compliance with any Environmental Law. Neither Borrower nor any other Person is entitled to rely on any site visit, observation, or testing by Agent or any Lender. Except as otherwise provided by law, neither Agent nor any Lender owes any duty of care to protect Borrower or any other Person against, or to inform Borrower or any other party of, any Hazardous Materials or any other adverse condition affecting any site or Property. Neither Agent nor any Lender shall be obligated to disclose to Borrower or any other Person any report or findings made as a result of, or in connection with, any site visit, observation, or testing by Agent or any Lender.

Environmental Indemnity. (ai) The Borrower hereby agrees to indemnify, defend and hold harmless each Indemnified Person, Person from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses or disbursements (including reasonable attorneys' fees Attorney Costs and the allocated direct cost of in-house counsel and internal environmental audit or review services), ) which may be incurred by or asserted against such Indemnified Person in connection with or arising out of any pending or threatened investigation, litigation or proceeding, or any action taken by any Person, Person with respect to any Environmental Claim arising out of or related to any Property ownedproperty subject to a Mortgage in favor of the Administrative Agent or any Lender (all of the foregoing, leased collectively, the "Environmental Indemnified Liabilities"); provided, however, that after the Administrative Agent or operated any Lender shall have taken possession and control of the property subject to a Mortgage, the Borrower shall not have any obligation hereunder to any Indemnified Person with respect to Environmental Indemnified Liabilities arising by Borrowervirtue of events occurring thereafter to the extent resulting from the gross negligence or willful misconduct of such Indemnified Person. No action taken by legal counsel chosen by the Administrative Agent or any Lender in defending against any such investigation, litigation or proceeding or requested remedial, removal or response action (except for actions which constitute fraud, willful misconduct, gross negligence or material violations of law) shall vitiate or in any way impair the Borrower's obligation and duty hereunder to indemnify and hold harmless the Administrative Agent and each Lender. So long as no Default or Event of Default exists, the Administrative Agent and Lenders or the relevant Lender shall not agree to use reasonable efforts to cooperate with Borrower respecting conduct any remedial, removal or response action without the defense consent of any matter indemnified hereunderthe Borrower, except insofar as and to the extent that their respective interests may which shall not be adverse to Borrower's, in Agent's and each Lenders' sole discretionunreasonably withheld. (bii) In no event shall any site visit, observation, or testing by the Administrative Agent or any Lender be deemed a representation or warranty that Hazardous Materials are or are not present in, on, or under the site, or that there has been or shall be compliance with any Environmental Law. Neither the Borrower nor any other Person is entitled to rely on any site visit, observation, or testing by the Administrative Agent or any Lender. Except as otherwise provided by law, neither Neither the Administrative Agent nor any Lender owes any duty of care to protect the Borrower or any other Person against, or to inform the Borrower or any other party of, any Hazardous Materials or any other adverse condition affecting any site or Propertyproperty. Neither the Administrative Agent nor any Lender shall be obligated to disclose to the Borrower or any other Person any report or findings made as a result of, or in connection with, any site visit, observation, or testing by the Administrative Agent or any Lender; provided, however, that upon request, the Administrative Agent will provide to the Borrower copies of any such report obtained at the Borrower's expense. (iii) The agreements and obligations contained in this subsection 11.5(b) shall survive payment in full of the Loans, the L/C Obligations and the termination of the Commitments and all Letters of Credit.

Environmental Indemnity. (a) Borrower hereby agrees to Environmental Indemnitors shall protect, indemnify, defend and hold Lender and any successors to Lender's interest in the Projects, and any other party who acquires any portion of any Project at the first foreclosure sale or otherwise in the first transfer of ownership through the exercise of Lender's rights and remedies under the Loan Documents, and all directors, officers, employees and agents of all of the aforementioned indemnified parties, harmless each Indemnified Person, from and against any and all claims, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses or disbursements (including reasonable attorneys' fees and the allocated cost of in-house counsel and internal environmental audit or review services), Expenses which may be incurred by or asserted against such Indemnified Person in connection with or arising arise out of or relate in any pending way to any breach of any representation, warranty or threatened investigation, litigation or proceedingcovenant contained in this Article 6, or any action taken Environmental Proceedings or any use, handling, production, transportation, disposal, release or storage of any Hazardous Material in, under or on any Project, whether by any Person, with respect to any Environmental Claim arising out of or related to any Property owned, leased or operated by Borrower. No action taken by legal counsel chosen by Agent Indemnitor or any Lender in defending against any such investigation, litigation or proceeding or requested remedial, removal or response action other person (except for actions which constitute fraud, willful misconduct, to the extent attributable to Lender's gross negligence or material violations willful misconduct), including, without limitation: (a) all foreseeable and unforeseeable Expenses (including any loss of lawprincipal and interest due and owing on the Loan) shall vitiate arising out of: (i) Environmental Proceedings or in the use, generation, storage, discharge or disposal of Hazardous Material by Environmental Indemnitors, any way impair Borrower's obligation and duty hereunder to indemnify and hold harmless Agent and each Lender. Agent and Lenders agree to use reasonable efforts to cooperate with Borrower respecting the defense prior owner or operator of any matter indemnified Project or any person on or about any Project; (ii) any residual contamination affecting any natural resource or the environment; or (iii) any exercise by Lender of any of its rights and remedies hereunder, except insofar as and to the extent that their respective interests may be adverse to Borrower's, in Agent's and each Lenders' sole discretion.; and (b) In no event shall the reasonable costs of any site visitrequired or necessary investigation, observationassessment, testing, remediation, repair, cleanup, or testing by Agent detoxification of any Project and the preparation of any closure or other required plans. Environmental Indemnitors' liability to the aforementioned indemnified parties shall arise upon the earlier to occur of (1) discovery of any Lender be deemed a representation or warranty that Hazardous Materials are or are not present in, Material on, under or under the siteabout any Project, or that there has been or shall be compliance with (2) the institution of any Environmental LawProceedings, and not upon the realization of loss or damage, and Environmental Indemnitors shall pay to Lender from time to time, promptly upon request, an amount equal to such Expenses, as reasonably determined by Lender. Neither Borrower nor any other Person is entitled to rely The foregoing indemnity shall not include Expenses arising solely from Hazardous Material which first exists on any site visitProject following the date on which the Lender takes title to such Project, observationwhether by foreclosure of the applicable Mortgage, deed-in-lieu thereof or testing by Agent or any Lender. Except as otherwise provided by law, neither Agent nor any Lender owes any duty of care to protect Borrower or any other Person against, or to inform Borrower or any other party of, any Hazardous Materials or any other adverse condition affecting any site or Property. Neither Agent nor any Lender shall be obligated to disclose to Borrower or any other Person any report or findings made as a result of, or in connection with, any site visit, observation, or testing by Agent or any Lenderotherwise.

Environmental Indemnity. (a) Borrower hereby Grantor agrees to indemnifydefend, defend indemnify and hold Trustee and Beneficiary free and harmless each Indemnified Person, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suitsloss, costs, charges, expenses or disbursements damage and expense (including reasonable attorneys' fees and costs and consequential damages) Trustee or Beneficiary may sustain by reason of (i) the allocated cost imposition or recording of in-house counsel a Lien on the Trust Property by any Governmental Authority pursuant to any Environmental Law; (ii) claims of any person asserted against Trustee or Beneficiary regarding Grantor's violation or alleged violations of applicable Environmental Laws at, on or related to the Trust Property or any proceedings in which Grantor is contesting such violation pursuant to Section 14(b); (iii) costs and internal environmental audit or review services)expenses (including, which may be without limitation, attorneys' fees and fees incidental to the securing of repayment of such costs and expenses) incurred by Trustee or asserted against such Indemnified Person Beneficiary in connection with or arising out the removal of any pending or threatened investigation, litigation or proceeding, or any action taken by any Person, with respect to any Environmental Claim arising out of or related to any Property owned, leased or operated by Borrower. No action taken by legal counsel chosen by Agent or any Lender in defending against any such investigation, litigation or proceeding or requested remedial, removal or response action (except for actions which constitute fraud, willful misconduct, gross negligence or material violations of law) shall vitiate Lien or in any way impair Borrowerconnection with Trustee's obligation and duty hereunder to indemnify and hold harmless Agent and each Lender. Agent and Lenders agree to use reasonable efforts to cooperate with Borrower respecting the defense of any matter indemnified hereunder, except insofar as and to the extent that their respective interests may be adverse to Borrower's, in Agentor Beneficiary's and each Lenders' sole discretion. (b) In no event shall any site visit, observation, or testing by Agent or any Lender be deemed a representation or warranty that Hazardous Materials are or are not present in, on, or under the site, or that there has been or shall be Grantor's compliance with any Environmental LawLaw at the Trust Property; and (iv) the assertion against Trustee or Beneficiary by any person of any claim in connection with any Material of Environmental Concern at, on, under or originating from the Trust Property. Neither Borrower nor Notwithstanding the foregoing provision, Grantor shall have no obligation to indemnify Beneficiary or Trustee for liabilities, claims or damages to the extent resulting directly from Beneficiary's or Trustee's or their respective agents' or employees' willful misconduct or gross negligence or arising from acts, omissions or occurrences first and solely occurring after title to the Trust Property is conveyed to Beneficiary through foreclosure or delivery of a deed in lieu thereof and unrelated to Grantor's operations at the Trust Property. The foregoing indemnification shall be a recourse obligation of Grantor and shall survive repayment of the Obligations, notwithstanding any other Person is entitled to rely limitations on recourse which may be contained herein or in any site visitSecurity Documents or the delivery of any satisfaction, observationrelease or release deed, discharge or deed of reconveyance, or testing the assignment of this Deed Of Trust by Agent Trustee or any Lender. Except as otherwise provided by law, neither Agent nor any Lender owes any duty of care to protect Borrower or any other Person against, or to inform Borrower or any other party of, any Hazardous Materials or any other adverse condition affecting any site or Property. Neither Agent nor any Lender shall be obligated to disclose to Borrower or any other Person any report or findings made as a result of, or in connection with, any site visit, observation, or testing by Agent or any LenderBeneficiary.

Environmental Indemnity. (a) Borrower hereby agrees to indemnify, defend and hold harmless each Indemnified Person, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses or disbursements (including reasonable attorneys' fees and the allocated cost of in-house counsel and of internal environmental audit or review services), which may be incurred by or asserted against such Indemnified Person in connection with or arising out of any pending or threatened investigation, litigation or proceeding, or any action taken by any Person, with respect to any Environmental Claim arising out of or related to any Property owned, leased or operated by Borrower. No action taken by legal counsel chosen by Agent or any Lender in defending against any such investigation, litigation or proceeding or requested remedial, removal or response action shall (except for actions which constitute fraud, willful misconduct, gross negligence or material violations of law) shall vitiate or in any way impair Borrower's obligation and duty hereunder to indemnify and hold harmless Agent and each Lender. Agent and all Lenders agree to use reasonable efforts to cooperate with Borrower respecting the defense of any matter indemnified hereunder, except insofar as and to the extent that their respective interests may be adverse to Borrower's's interests, in Agent's and each Lenders' or such Lender's sole discretion. (b) In no event shall any site visit, observation, or testing by Agent or any Lender be deemed a representation or warranty that Hazardous Materials are or are not present in, on, or under the site, or that there has been or shall be compliance with any Environmental Law. Neither Borrower nor any other Person is entitled to rely on any site visit, observation, or testing by Agent or any Lender. Except as otherwise provided by law, neither Agent nor any Lender owes any duty of care to protect Borrower Borrower, or any one of them, or any other Person against, or to inform Borrower or any other party of, any Hazardous Materials or any other adverse condition affecting any site or Property. Neither Agent nor any Lender shall be obligated to disclose to Borrower or any other Person any report or findings made as a result of, or in connection with, any site visit, observation, or testing by Agent or any Lender.

Environmental Indemnity. (a) Borrower hereby agrees to defend, indemnify, defend pay and hold Lender and its officers, directors, employees and agents (each, an "Indemnitee") harmless each Indemnified Person, from and against against, and shall reimburse each Indemnitee for, any and all liabilitiesloss, obligationsclaim, lossesliability, damages, penaltiesinjunctive relief, actionspenalty, judgmentsjudgment, suitssuit, costsobligation, chargesinjury to persons, expenses property or disbursements (including reasonable natural resources, cost, expense or disbursement of any kind or nature whatsoever including, without limitation, attorneys' fees and the allocated cost costs attributable to any action or cause of in-house counsel and internal environmental audit action (whether or review servicesnot each Indemnitee shall be designated a party thereto), which may be incurred by arising, directly or asserted against such Indemnified Person indirectly, in connection with whole or arising in part, out of any pending the release or threatened investigationpresence, litigation or proceedingalleged release or alleged presence, or any action taken by any PersonHazardous Substance, with respect to any Environmental Claim arising out of or related to any Property owned, leased or operated by Borrower. No action taken by legal counsel chosen by Agent or any Lender in defending against any such investigation, litigation or proceeding or requested remedial, removal or response action (except for actions which constitute fraud, willful misconduct, gross negligence or material violations of law) shall vitiate or in any way impair Borrower's obligation and duty hereunder to indemnify and hold harmless Agent and each Lender. Agent and Lenders agree to use reasonable efforts to cooperate with Borrower respecting the defense of any matter indemnified hereunder, except insofar as and to the extent that their respective interests may be adverse to Borrower's, in Agent's and each Lenders' sole discretion. (b) In no event shall any site visit, observation, or testing by Agent or any Lender be deemed a representation or warranty that Hazardous Materials are or are not present inat, on, or under the siteunder, or that there has been or shall be compliance with any Environmental Law. Neither Borrower nor any other Person is entitled to rely on any site visit, observation, or testing by Agent or any Lender. Except as otherwise provided by law, neither Agent nor any Lender owes any duty of care to protect Borrower or any other Person against, or to inform Borrower or any other party of, any Hazardous Materials or any other adverse condition affecting any site or Property. Neither Agent nor any Lender shall be obligated to disclose to Borrower or any other Person any report or findings made as a result of, surrounding or in connection with, with any site visit, observationof the Mortgaged Property, or testing by Agent any portion thereof, whether foreseeable or unforeseeable, regardless of the source of such release and regardless of when such release occurred or such presence is discovered. The foregoing indemnity includes, without limitation, all cost in law or in equity of removal, remediation of any kind and disposal of any such Hazardous Substance, all costs of determining whether the Mortgaged Properties are in compliance, and causing the Mortgaged Properties to be in compliance, with all applicable laws relating to Hazardous Substances, all costs associated with claims for damages to persons, property or natural resources, and each Indemnitee's consultants' fees (including attorneys' fees and costs) and court costs. The obligations of Borrower under this indemnity shall survive the repayment of the Note and shall be independent of the obligations of Borrower to the Indemnitees in connection with the Note. The rights of each Indemnitee under this indemnity shall be in addition to any other rights and remedies of such Indemnitee under any guarantee or any Lenderdocument or instrument now or hereafter executed in connection with this Agreement, the Note, the Loan Documents or at law or in equity.

Environmental Indemnity. (a) The US Borrower hereby agrees to indemnify, defend and hold harmless each Indemnified Person, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses or disbursements (including reasonable attorneys' fees and expenses of counsel and the allocated cost of in-house counsel and internal environmental audit or review servicescounsel), which may be incurred by or asserted against such an Indemnified Person in connection with or arising out of any pending or threatened investigation, litigation or proceeding, or any action taken by any Person, with respect to any Environmental Claim arising out of or related to any Property owned, leased property owned or operated by, any operation of, or the conduct of business by Borrowerany Borrower or any of its Subsidiaries. No action taken by legal counsel chosen by Agent or any Lender Party in defending against any such investigation, litigation or proceeding or requested remedial, removal or response action (except for actions which constitute fraud, willful misconduct, gross negligence or material violations of law) shall vitiate or in any way impair any Borrower's obligation and duty duties hereunder to indemnify and hold harmless Agent and each Lenderthe Indemnified Persons. Agent and Lenders agree to use reasonable efforts to cooperate with Borrower respecting the defense of any matter indemnified hereunder, except insofar as and to the extent that their respective interests may be adverse to Borrower's, in Agent's and each Lenders' sole discretion. (b) In no event shall any site visit, Credit Agreement Final observation, or testing by Agent or any Lender Party be deemed a representation or warranty that Hazardous Materials are or are not present in, on, or under the site, or that there has been or shall be compliance with any Environmental law, regulation, or ordinance pertaining to Hazardous Materials or any other Applicable Law. Neither Borrower any Loan Party nor any other Person party is entitled to rely on any site visit, observation, or testing by Agent or any LenderLender Party. Except as otherwise provided may be required by lawApplicable Law, neither Agent nor any no Lender Party owes any duty of care to protect Borrower Holdings or any Subsidiary or any other Person party against, or to inform Borrower Holdings or any Subsidiary or any other party of, any Hazardous Materials or any other adverse condition affecting any site or Propertyproperty. Neither Agent nor any Except as may be required by Applicable Law, no Lender Party shall be obligated to disclose to Borrower Holdings or any Subsidiary or any other Person party any report or findings made as a result of, or in connection with, any site visit, observation, or testing by Agent or any LenderLender Party.

Environmental Indemnity. (a) The Borrower hereby agrees to indemnify, defend and hold harmless each Indemnified Person, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses or disbursements (including reasonable attorneys' fees and expenses of counsel and the allocated cost of in-house counsel and internal environmental audit or review servicescounsel), which may be incurred by or asserted against such an Indemnified Person in connection with or arising out of any pending or threatened investigation, litigation or proceeding, or any action taken by any Person, with respect to any Environmental Claim arising out of or related to any Property owned, leased property owned or operated by, any operation of, or the conduct of business by Borrowerthe Borrower or any of its Subsidiaries. No action taken by legal counsel chosen by Agent or any Lender Party in defending against any such investigation, litigation or proceeding or requested remedial, removal or response action (except for actions which constitute fraud, willful misconduct, gross negligence or material violations of law) shall vitiate or in any way impair the Borrower's obligation and duty duties hereunder to indemnify and hold harmless Agent and each Lenderthe Indemnified Persons. Agent and Lenders agree to use reasonable efforts to cooperate with Borrower respecting the defense of any matter indemnified hereunder, except insofar as and to the extent that their respective interests may be adverse to Borrower's, in Agent's and each Lenders' sole discretion. (b) In no event shall any site visit, observation, or testing by Agent or any Lender Party be deemed a representation or warranty that Hazardous Materials are or are not present in, on, or under the site, or that there has been or shall be compliance with any Environmental law, regulation, or ordinance pertaining to Hazardous Materials or any other Applicable Law. Neither Borrower any Loan Party nor any other Person party is entitled to rely on any site visit, observation, or testing by Agent or any LenderLender Party. Except as otherwise provided may be required by lawApplicable Law, neither Agent nor any no Lender Party owes any duty of care to protect Borrower Holdings or any Subsidiary or any other Person party against, or to inform Borrower Holdings or any Subsidiary or any other party of, any Hazardous Materials or any other adverse condition affecting any site or Propertyproperty. Neither Agent nor any Except as may be required by Applicable Law, no Lender Party shall be obligated to disclose to Borrower Holdings or any Subsidiary or any other Person party any report or findings made as a result of, or in connection with, any site visit, observation, or testing by Agent or any LenderLender Party.

Environmental Indemnity. (a) Borrower hereby agrees to indemnifyLandlord’s Indemnity The Landlord acknowledges and will indemnify the Tenant for all costs, defend and hold harmless each Indemnified Person, from and against any and all liabilities, obligationsexpenses, losses, damages, penaltiesclaims, actionsorders, judgments, suits, costs, charges, expenses or disbursements and liabilities (including reasonable attorneys' legal fees on a solicitor and client basis) in respect of (i) environmental conditions presently existing or discovered in the future in respect of the Premises which pre-existed the Term and the allocated cost of inTenant shall not be responsible for such pre-house counsel existing conditions; and internal environmental audit or review services), which may be incurred by or asserted against such Indemnified Person in connection with or arising out (ii) any breach of any pending Environmental Laws by Landlord or threatened investigation, litigation or proceeding, or any action taken by any Person, with respect to any Environmental Claim arising out of or related to any Property owned, leased or operated by Borrower. No action taken by legal counsel chosen by Agent or any Lender those for whom Landlord is in defending against any such investigation, litigation or proceeding or requested remedial, removal or response action (except for actions which constitute fraud, willful misconduct, gross negligence or material violations of law) shall vitiate or in any way impair Borrower's obligation and duty hereunder to indemnify and hold harmless Agent and each Lender. Agent and Lenders agree to use reasonable efforts to cooperate with Borrower respecting the defense of any matter indemnified hereunder, except insofar as and to the extent that their respective interests may be adverse to Borrower's, in Agent's and each Lenders' sole discretionlaw responsible. (b) In no event Tenant’s Indemnity The Tenant shall indemnify the Landlord for any site visitfines, observationfees or expenses incurred by it in relation to any default by the Tenant for securing adequate permits, licenses or testing other required authorization to conduct or permit environmentally sensitive activities. The Tenant shall pay, satisfy, assume, discharge, observe, perform, fulfill, indemnify and save the Landlord, its officers, directors and agents harmless against all liabilities, claims, demands, costs, orders, damages, and expenses of an environmental nature arising or accruing in any way from the Tenant’s use and occupation of the Premises. Without limiting the foregoing, the Tenant agrees to abide by Agent or and indemnifies and saves the Landlord harmless from the Tenant’s failure to abide by the terms of any Lender be deemed a representation or warranty that Hazardous Materials are or are not present inand all Certificates of Property Use, on, or under the site, or that there has been or shall be compliance with any Environmental Law. Neither Borrower nor any other Person is entitled to rely on any site visit, observation, or testing by Agent or any Lender. Except as otherwise provided by law, neither Agent nor any Lender owes any duty Certificate of care to protect Borrower Requirement or any other Person againstorder, restriction or requirement of the Ministry of Environment, registered on title to the Lands and/or provided to the Tenant by the Landlord. If the Landlord shall, without fault on its part, be made a party to any litigation commenced by or against the Tenant or become subject to any fine, penalty, or order of a judicial, quasi-judicial or governmental authority, then the Tenant shall protect, indemnify and hold the Landlord harmless and shall pay all expenses and reasonable legal fees incurred or paid by the Landlord in connection with such litigation, payment or action on a substantial indemnity basis. Tenant shall not be liable to inform Borrower remediate or to indemnify Landlord with respect to any matters that Landlord is required to indemnify Tenant for under Section 7.11(a) above or any other party ofhazardous materials which migrate to the Premises, any Hazardous Materials the Building or the Landlord through no fault of Tenant. The indemnities in these subsections 7.11(a) and (b) are absolute and unconditional and shall survive the termination of this Lease or any other adverse condition affecting any site or Property. Neither Agent nor any Lender shall be obligated to disclose to Borrower or any other Person any report or findings made as a result of, or in connection with, any site visit, observation, or testing by Agent or any LenderAssignment thereof.

Environmental Indemnity. (a) Borrower hereby agrees to Tenant shall protect, indemnify, defend (with counsel satisfactory to Landlord) and hold harmless each Indemnified PersonLandlord and its directors, officers, partners, employees, agents, lenders, and ground lessors, if any, and their respective successors and assigns for, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suitsclaims, costs, chargesexpenses, expenses or disbursements penalties, fines and liabilities of any kind (including reasonable attorneys' fees and including, without limitation, the allocated cost of inany investigation, remediation and cleanup, and attorneys’ fees) which, in Landlord’s reasonable opinion, are attributable to (i) any Environmental Activity on the Premises undertaken or committed by Tenant or Tenant’s Agents or caused by the negligence of such persons during the Term of this Lease, (ii) any remedial or clean-house counsel and internal environmental audit or review services), which may be incurred up work undertaken by or asserted against such Indemnified Person for Tenant in connection with Tenant’s Environmental Activities or arising out Tenant’s compliance with Environmental Laws, or (iii) the breach by Tenant of any pending of its obligations and covenants set forth in this paragraph 18. Landlord shall have the right but not the obligation to join and participate in, and control, if it so elects, any legal proceedings initiated in connection with the Environmental Activities of Tenant or threatened investigationTenant’s Agents. Landlord may also negotiate, litigation or proceedingdefend, or approve and appeal any action taken or issued by any Person, applicable governmental authority with respect regard to any Environmental Claim arising out contamination of the Premises by a Hazardous Material. Any costs or related to any Property owned, leased expenses incurred by Landlord for which Tenant is responsible under this paragraph 18 or operated by Borrower. No action taken by legal counsel chosen by Agent or any Lender in defending against any such investigation, litigation or proceeding or requested remedial, removal or response action (except for actions which constitute fraud, willful misconduct, gross negligence or material violations of law) shall vitiate or in any way impair Borrower's obligation and duty hereunder to indemnify and hold harmless Agent and each Lender. Agent and Lenders agree to use reasonable efforts to cooperate with Borrower respecting the defense of any matter Tenant has indemnified hereunder, except insofar as and to the extent that their respective interests may be adverse to Borrower's, in Agent's and each Lenders' sole discretion. (b) In no event shall any site visit, observation, or testing by Agent or any Lender be deemed a representation or warranty that Hazardous Materials are or are not present in, on, or under the site, or that there has been or Landlord shall be compliance reimbursed by Tenant on demand, as additional rent and with any Environmental Law. Neither Borrower nor any other Person is entitled to rely on any site visitinterest thereon, observation, or testing by Agent or any Lender. Except as otherwise provided by law, neither Agent nor any Lender owes any duty subparagraph 18(d) of care to protect Borrower or any other Person against, or to inform Borrower or any other party of, any Hazardous Materials or any other adverse condition affecting any site or Propertythis Lease. Neither Agent nor any Lender This indemnity shall be obligated to disclose to Borrower or any other Person any report or findings made as a result of, or in connection with, any site visit, observation, or testing by Agent or any Lendersurvive the termination of this Lease.