Common use of Environmental Indemnity Clause in Contracts

Environmental Indemnity. The Borrower shall indemnify and hold harmless the Indemnified Parties forthwith on demand by the Agent from and against any and all claims, suits, actions, debts, damages, costs, losses, liabilities, penalties, obligations, judgments, charges, expenses and disbursements (including without limitation, all reasonable legal fees and disbursements on a solicitor and his own client basis) of any nature whatsoever, suffered or incurred by the Indemnified Parties or any of them in connection with the Credit Facility, whether as beneficiaries under the Documents, as successors in interest of the Borrower or any of its Subsidiaries, or voluntary transfer in lieu of foreclosure, or otherwise howsoever, with respect to any Environmental Claims relating to the property of the Borrower or any of its Subsidiaries arising under any Environmental Laws as a result of the past, present or future operations of the Borrower or any of its Subsidiaries (or any predecessor in interest to the Borrower or its Subsidiaries) relating to the property of the Borrower or its Subsidiaries, or the past, present or future condition of any part of the property of the Borrower or its Subsidiaries owned, operated or leased by the Borrower or its Subsidiaries (or any such predecessor in interest), including any liabilities arising as a result of any indemnity covering Environmental Claims given to any person by the Lenders or the Agent or a receiver, receiver-manager or similar person appointed hereunder or under applicable law (collectively, the “Indemnified Third Party”); but excluding any Environmental Claims or liabilities relating thereto to the extent that such Environmental Claims or liabilities arise by reason of the gross negligence or wilful misconduct of the Indemnified Party or the Indemnified Third Party claiming indemnity hereunder. The provisions of this Section shall survive the repayment of the Obligations.

Environmental Indemnity. The Each Borrower shall indemnify and hold harmless the Indemnified Parties forthwith on demand by the Agent from and against any and all claims, suits, actions, debts, damages, costs, losses, liabilities, penalties, obligations, judgments, charges, expenses and disbursements (including without limitation, all reasonable legal fees and disbursements on a solicitor and his own client basis) of any nature whatsoever, suffered or incurred by the Indemnified Parties or any of them in connection with the any Credit Facility, whether as beneficiaries under the Documents, as successors in interest of the a Borrower or any of its Subsidiaries, or voluntary transfer in lieu of foreclosure, or otherwise howsoever, with respect to any Environmental Claims relating to the property of the a Borrower or any of its Subsidiaries arising under any Environmental Laws as a result of the past, present or future operations of the a Borrower or any of its Subsidiaries (or any predecessor in interest to the a Borrower or any of its Subsidiaries) relating to the property of the a Borrower or its Subsidiaries, or the past, present or future condition of any part of the property of the a Borrower or its Subsidiaries owned, operated or leased by the a Borrower or its Subsidiaries (or any such predecessor in interest), including any liabilities arising as a result of any indemnity covering Environmental Claims given to any person Person by the Lenders or the Agent or a receiver, receiver-receiver manager or similar person Person appointed hereunder or under applicable law (collectively, the “Indemnified Third Party”); but excluding any Environmental Claims or liabilities relating thereto to the extent that such Environmental Claims or liabilities arise by reason of the gross negligence or wilful misconduct of the Indemnified Party or the Indemnified Third Party claiming indemnity hereunder, as determined in a final, non-appealable judgment by a court of competent jurisdiction. The provisions of this Section shall survive the repayment of the ObligationsObligations and the termination of the Total Commitments.

Environmental Indemnity. The Borrower shall Borrowers will protect, indemnify and hold the Administration Agent and the Lenders and all directors, officers, employees and agents of the Administration Agent or the Lenders harmless the Indemnified Parties forthwith on demand by the Agent from and against any and all actual or potential claims, suitsliabilities, actions, debts, damages (including consequential damages, costs), losses, liabilitiesfines, penalties, obligationssanctions, judgments, chargesawards, costs and expenses and disbursements whatsoever (including including, without limitation, all reasonable legal fees costs and disbursements on a solicitor expenses of investigating, denying or defending any of the foregoing and his own client basiscosts and expenses for preparing any necessary environmental assessment report or other such reports) which arise out of or relate in any way to: (a) the presence, use, handling, production, transportation, storage, release, deposit, discharge or disposal of any nature whatsoeverHazardous Materials in, suffered on or incurred by the Indemnified Parties about any properties or any of them in connection with the Credit Facility, whether as beneficiaries under the Documents, as successors in interest of the Borrower or any of its Subsidiaries, or voluntary transfer in lieu of foreclosure, or otherwise howsoever, with respect to any Environmental Claims relating to the property of the Borrower or any of its Subsidiaries arising under any Environmental Laws as a result of the past, present or future operations of the Borrower or any of its Subsidiaries (or any predecessor in interest to the Borrower or its Subsidiaries) relating to the property of the Borrower or its Subsidiaries, or the past, present or future condition of any part of the property of the Borrower or its Subsidiaries assets owned, operated or leased occupied by the Borrower or its Borrowers and their Subsidiaries, whether by the Borrowers, their Subsidiaries (or any such predecessor other person; (b) any remedial action taken by the Administration Agent or any Lender in interestconnection with any matter referred to in paragraph (a), including without limitation any liabilities arising as a result repair, clean-up, remediation or detoxification of any indemnity covering Environmental Claims given to of such properties or assets and the preparation of any person closure or other required plans; and (c) any breach by the Lenders Borrowers or any of their Subsidiaries of any Environmental Law. Notwithstanding anything to the contrary contained in this Agreement, (i) the indemnity provisions set forth above in this Section 14.8 shall not apply with respect to Hazardous Materials which the Borrowers establish were first placed on, in, under or about the property in question after the Administration Agent or a receiver, receiver-manager Lender or similar person appointed hereunder or under applicable law (collectively, the “Indemnified Third Party”); but excluding any Environmental Claims or liabilities relating thereto to the extent that such Environmental Claims or liabilities arise by reason other indemnified party took actual and exclusive possession of the property (either through foreclosure or otherwise), and (ii) the indemnity provisions set forth above in this Section 14.8 are not intended to indemnify any indemnified party for its own gross negligence or wilful misconduct misconduct. If any Hazardous Materials are caused to be removed by either of the Indemnified Party Borrowers or any of their Subsidiaries, the Indemnified Third Party claiming indemnity hereunderAdministration Agent, a Lender or any other indemnified party, then such Hazardous Materials will be and remain the property of such Borrower or Subsidiary, as the case may be, and such Borrower will assume any and all liability for such removed Hazardous Materials. The provisions of Borrowers understand that their liability to the indemnified parties under this Section shall will survive the repayment full payment and satisfaction of the Obligationsall amounts owing under this Agreement as if this indemnity were separate and distinct from this Agreement.

Environmental Indemnity. The Borrower shall and does hereby indemnify and hold harmless the Agent and the Lenders (including a receiver, receiver-manager or similar Person appointed under applicable Law) and its and their respective Affiliates, officers, directors, employees and agents (collectively, in this Section, the “Indemnified Parties Parties”), forthwith on demand by the Agent Agent, from and against any and all claims, suits, actions, debts, damages, costs, losses, liabilities, penalties, obligations, judgments, charges, expenses and disbursements (including without limitation, all reasonable legal fees and disbursements on a solicitor and his own client basis) of any nature whatsoever, suffered or incurred by the Indemnified Parties or any of them in connection with the Credit Facility, whether as beneficiaries under the Documents, as successors in interest of the Borrower or any of its Subsidiaries, or voluntary transfer in lieu of foreclosure, or otherwise howsoever, with respect to any Environmental Claims relating to the property of the Borrower or any of its Subsidiaries arising under any Environmental Laws as a result of the past, present or future operations of the Borrower or any of its Subsidiaries (or any predecessor in interest to the Borrower or any of its Subsidiaries) relating to the property of the Borrower or of its Subsidiaries, or the past, present or future condition of any part of the property of the Borrower or its Subsidiaries Subsidiaries, whether owned, operated or leased by the Borrower or by any of its Subsidiaries (Subsidiaries, or any such predecessor in interest), including any liabilities arising as a result of any indemnity covering Environmental Claims given to any person by the Lenders or the Agent or a receiver, receiver-manager or similar person appointed hereunder or under applicable law (collectively, the “Indemnified Third Party”); interest but excluding any Environmental Claims or liabilities relating thereto to the extent that such Environmental Claims or liabilities arise by reason of the gross negligence or wilful misconduct of the Indemnified Party or the Indemnified Third Party claiming indemnity hereunder. The provisions of this This Section shall survive the repayment of the ObligationsLoan Indebtedness.

Environmental Indemnity. The Borrower shall indemnify and hold harmless the Indemnified Parties forthwith on demand by the Agent from and against any and all claims, suits, actions, debts, damages, costs, losses, liabilities, penalties, obligations, judgments, charges, expenses and disbursements (including without limitation, all reasonable legal fees and disbursements on a solicitor and his own client basis) of any nature whatsoever, suffered or incurred by the Indemnified Parties or any of them in connection with the Credit Facility, whether as beneficiaries under the Documents, as successors in interest of the Borrower or any of its Subsidiaries, or voluntary transfer in lieu of foreclosure, or otherwise howsoever, with respect to any Environmental Claims relating to the property of the Borrower or any of its Subsidiaries arising under any Environmental Laws as a result of the past, present or future operations of the Borrower or any of its Subsidiaries (or any predecessor in interest to the Borrower or its Subsidiaries) relating to the property of the Borrower or its Subsidiaries, or the past, present or future condition of any part of the property of the Borrower or its Subsidiaries owned, operated or leased by the Borrower or its Subsidiaries (or any such predecessor in interest), including any liabilities arising as a result of any indemnity covering Environmental Claims given to any person by the Lenders or the Agent or a receiver, receiver-receiver manager or similar person appointed hereunder or under applicable law (collectively, the “Indemnified Third Party”); but excluding any Environmental Claims or liabilities relating thereto to the extent that such Environmental Claims or liabilities arise by reason of the gross negligence or wilful misconduct of the Indemnified Party or the Indemnified Third Party claiming indemnity hereunder. The provisions of this Section shall survive the repayment of the Obligations.

Environmental Indemnity. The Borrower Each El Paso Pledgor shall indemnify indemnify, defend and hold harmless the Designated Representative, the Collateral Agent, the Settling Claimants, and each trustee under any Deed of Trust, and their affiliates and each of their respective officers, directors, shareholders, agents, and employees (each, an "Indemnified Parties forthwith on demand by the Agent Party") from and against any and all claims, demands, causes of action, suits, actions, debtsorders, damages, costsjudgments, losses, liabilitiesliens, penalties, obligationscosts, judgmentsand expenses, chargesattorneys' fees and costs (whether incurred for an Indemnified Party's primary defense or for enforcement of its indemnification rights), expenses and disbursements (including including, without limitation, all reasonable legal fees and disbursements on a solicitor and his own client basis) any claim for bodily or personal injury, or death to any person, or loss or damage to Property, for any Environmental Claim or requirement of any nature whatsoever, suffered Environmental Law arising from any Security Document as to which such El Paso Pledgor is a party or incurred by the Indemnified Parties or any of them in connection with the Credit Facility, whether as beneficiaries under the Documents, as successors in interest relating to such El Paso Pledgor's ownership of the Borrower or any of its SubsidiariesCollateral. WITHOUT LIMITATION, or voluntary transfer in lieu of foreclosureIT IS THE INTENTION OF SUCH EL PASO PLEDGOR AND SUCH EL PASO PLEDGOR AGREES THAT THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO CLAIMS, or otherwise howsoeverDEMANDS, with respect CAUSES OF ACTION, SUITS, ORDERS, DAMAGES, JUDGMENTS, LIENS, PENALTIES AND EXPENSES WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF STRICT LIABILITY OR OUT OF THE NEGLIGENCE OF SUCH INDEMNIFIED PARTY, provided that such indemnities shall not apply to any Environmental Claims relating particular Indemnified Party (but shall apply to the property of the Borrower or any of its Subsidiaries arising under any Environmental Laws as a result of the past, present or future operations of the Borrower or any of its Subsidiaries (or any predecessor in interest to the Borrower or its Subsidiariesother Indemnified Parties) relating to the property of the Borrower or its Subsidiaries, or the past, present or future condition of any part of the property of the Borrower or its Subsidiaries owned, operated or leased by the Borrower or its Subsidiaries (or any such predecessor in interest), including any liabilities arising as a result of any indemnity covering Environmental Claims given to any person by the Lenders or the Agent or a receiver, receiver-manager or similar person appointed hereunder or under applicable law (collectively, the “Indemnified Third Party”); but excluding any Environmental Claims or liabilities relating thereto to the extent that such Environmental Claims the subject of the indemnification is caused by or liabilities arise by reason arises out of the gross negligence or wilful willful misconduct of the such particular Indemnified Party or the Indemnified Third Party claiming indemnity hereunder. The provisions of this Section shall survive the repayment of the ObligationsParty.

Environmental Indemnity. The Borrower shall defend, indemnify and hold harmless the Indemnified Parties forthwith on demand by the Agent and each Lender and its respective shareholders, directors, officers, agents, employees, subsidiaries and Affiliates (collectively the “Indemnified Parties”, and each as “Indemnified Party”) harmless from and against any and all claims, suitsdemands, actionscauses of action, debts, damages, costsliabilities, losses, liabilitiescosts and expenses (including, penalties, obligations, judgments, charges, expenses and disbursements (including without limitation, all costs of suit, reasonable legal attorneys’ fees and disbursements fees of expert witnesses) arising from or in connection with (i) the presence on a solicitor and his own client basisor under all Collateral constituting real (immovable) property of any nature whatsoeverhazardous substances or solid wastes (as defined elsewhere in this Agreement), suffered or incurred by the Indemnified Parties or any releases or discharges of them any hazardous substances or solid wastes on, under or from such property, or (ii) any activity carried on or undertaken on or off such property, whether prior to or during the term of this Agreement, and whether by Borrower or any predecessor in title or any officers, employees, agents, contractors or subcontractors of Borrower or any predecessor in title, or any third persons at any time occupying or present on such property, in connection with the Credit Facilityhandling, use, generation, manufacture, treatment, removal, storage, decontamination, clean-up, transport or disposal of any hazardous substances or solid wastes at any time located or present on or under such property. The foregoing indemnity shall further apply to any residual contamination on or under such property, or affecting any natural resources, and to any contamination of any property or natural resources arising in connection with the generation, use, handling, storage, transport or disposal of any such hazardous substances or solid wastes, and irrespective of whether as beneficiaries under any of such activities were or will be undertaken in accordance with applicable laws, regulations, codes and ordinances. Without prejudice to the Documents, as successors in interest survival of any other agreements of the Borrower or any of its Subsidiaries, or voluntary transfer in lieu of foreclosure, or otherwise howsoever, with respect to any Environmental Claims relating to the property of the Borrower or any of its Subsidiaries arising under any Environmental Laws as a result of the past, present or future operations of the Borrower or any of its Subsidiaries (or any predecessor in interest to the Borrower or its Subsidiaries) relating to the property of the Borrower or its Subsidiaries, or the past, present or future condition of any part of the property of the Borrower or its Subsidiaries owned, operated or leased by the Borrower or its Subsidiaries (or any such predecessor in interest), including any liabilities arising as a result of any indemnity covering Environmental Claims given to any person by the Lenders or the Agent or a receiver, receiver-manager or similar person appointed hereunder or under applicable law (collectivelyhereunder, the “Indemnified Third Party”); but excluding any Environmental Claims or liabilities relating thereto to the extent that such Environmental Claims or liabilities arise by reason of the gross negligence or wilful misconduct of the Indemnified Party or the Indemnified Third Party claiming indemnity hereunder. The provisions of this Section shall survive the repayment final payment of all Indebtedness and the Obligationstermination of this Agreement and shall continue thereafter in full force and effect.

Environmental Indemnity. The Borrower shall indemnify (a) Each of the Company and the Guarantors jointly and severally agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless the Indemnified Parties forthwith on demand by Trustee and each Holder and each of their respective Affiliates and each and all of the Agent directors, officers, partners, trustees, employees, attorneys and agents, and (in each case) their respective heirs, representatives, successors and assigns (each of the foregoing, an “Indemnitee”) from and against any and all claimsIndemnified Liabilities; provided, suits, actions, debts, damages, costs, losses, liabilities, penalties, obligations, judgments, charges, expenses and disbursements (including without limitation, all reasonable legal fees and disbursements on a solicitor and his own client basis) of any nature whatsoever, suffered or incurred by the Indemnified Parties or any of them in connection with the Credit Facility, whether as beneficiaries under the Documents, as successors in interest of the Borrower or any of its Subsidiaries, or voluntary transfer in lieu of foreclosure, or otherwise howsoever, no Indemnitee shall be entitled to indemnification hereunder with respect to any Environmental Claims relating to the property of the Borrower or any of its Subsidiaries arising under any Environmental Laws as a result of the past, present or future operations of the Borrower or any of its Subsidiaries (or any predecessor in interest to the Borrower or its Subsidiaries) relating to the property of the Borrower or its Subsidiaries, or the past, present or future condition of any part of the property of the Borrower or its Subsidiaries owned, operated or leased by the Borrower or its Subsidiaries (or any such predecessor in interest), including any liabilities arising as a result of any indemnity covering Environmental Claims given to any person by the Lenders or the Agent or a receiver, receiver-manager or similar person appointed hereunder or under applicable law (collectively, the “Indemnified Third Party”); but excluding any Environmental Claims or liabilities relating thereto Liability to the extent that such Environmental Claims or liabilities arise Indemnified Liability is found by reason a final and nonappealable decision of a court of competent jurisdiction to have resulted directly and primarily from the gross negligence or wilful willful misconduct of such Indemnitee. (b) All amounts due under Section 10.11(a) hereof shall be payable not later than 10 days after written demand therefor. (c) To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in Section 10.11(a) hereof may be unenforceable in whole or in part because they are violative of any law or public policy, each of the Company and Guarantors shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Party Liabilities incurred by Indemnitees or any of them. (d) Neither the Company nor any Guarantor shall ever assert any claim against any Indemnitee, on any theory of liability, for any lost profits or special, indirect or consequential damages or (to the fullest extent lawful) any punitive damages arising out of, in connection with, or as a result of, this Indenture or any other Noteholder Document or any agreement or instrument or transaction contemplated hereby or relating in any respect to any Indemnified Third Party claiming indemnity hereunder. Liability, and each of the Company and Guarantors hereby forever waives, releases and agrees not to sxx upon any claim for any such lost profits or special, indirect, consequential or (to the fullest extent lawful) punitive damages, whether or not accrued and whether or not known or suspected to exist in its favor. (e) The provisions of agreements in this Section 10.11 shall survive the repayment of the ObligationsNotes and all other amounts payable hereunder and the resignation and removal of the Trustee or Collateral Agent.

Environmental Indemnity. The Borrower shall indemnify and hold harmless the Indemnified Parties forthwith on demand by the Agent from and against any and all claims, suits, actions, debts, damages, costs, losses, liabilities, penalties, obligations, judgments, charges, expenses and disbursements (including without limitation, all reasonable legal fees and disbursements on a solicitor and his own client basis) of any nature whatsoever, suffered or incurred by the Indemnified Parties or any of them in connection with the any Credit Facility, whether as beneficiaries under the Documents, as successors in interest of the Borrower or any of its Subsidiaries, or voluntary transfer in lieu of foreclosure, or otherwise howsoever, with respect to any Environmental Claims relating to the property of the Borrower or any of its Subsidiaries arising under any Environmental Laws as a result of the past, present or future operations of the Borrower or any of its Subsidiaries (or any predecessor in interest to the Borrower or its Subsidiaries) relating to the property of the Borrower or its Subsidiaries, or the past, present or future condition of any part of the property of the Borrower or its Subsidiaries owned, operated or leased by the Borrower or its Subsidiaries (or any such predecessor in interest), including any liabilities arising as a result of any indemnity covering Environmental Claims given to any person by the Lenders or the Agent or a receiver, receiver-receiver manager or similar person appointed hereunder or under applicable law (collectively, the “Indemnified Third Party”); but excluding any Environmental Claims or liabilities relating thereto to the extent that such Environmental Claims or liabilities arise by reason of the gross negligence or wilful misconduct of the Indemnified Party or the Indemnified Third Party claiming indemnity hereunder, as determined in a final, non-appealable judgment by a court of competent jurisdiction. The provisions of this Section shall survive the repayment of the Obligations.

Environmental Indemnity. The Borrower shall indemnify and hold harmless the Indemnified Parties forthwith on demand by the Agent from and against any and all claims, suits, actions, debts, damages, costs, losses, liabilities, penalties, obligations, judgments, charges, expenses and disbursements (including without limitation, all reasonable and documented legal fees and disbursements on a solicitor and his own client basis) of any nature whatsoever, suffered or incurred by the Indemnified Parties or any of them in connection with the any Credit Facility, whether as beneficiaries under the Documents, as successors in interest of the Borrower or any of its Subsidiaries, or voluntary transfer in lieu of foreclosure, or otherwise howsoever, with respect to any Environmental Claims relating to the property of the Borrower or any of its Subsidiaries arising under any Environmental Laws as a result of the past, present or future operations of the Borrower or any of its Subsidiaries (or any predecessor in interest to the Borrower or its Subsidiaries) relating to the property of the Borrower or its Subsidiaries, or the past, present or future condition of any part of the property of the Borrower or its Subsidiaries owned, operated or leased by the Borrower or its Subsidiaries (or any such predecessor in interest), including any liabilities arising as a result of any indemnity covering Environmental Claims given to any person by the Lenders or the Agent or a receiver, interim receiver-, receiver manager or similar person appointed hereunder or under applicable law (collectively, the “Indemnified Third Party”); but excluding any Environmental Claims or liabilities relating thereto to the extent that such Environmental Claims or liabilities arise by reason of the gross negligence or wilful misconduct of the Indemnified Party or the Indemnified Third Party claiming indemnity hereunder, as determined in a final, non-appealable judgment by a court of competent jurisdiction. The provisions of this Section shall survive the repayment of the Obligations.

Environmental Indemnity. The Borrower shall indemnify hereby indemnifies and hold holds harmless the Indemnified Parties forthwith on demand by each of the Agent from and against any and all claims, suits, actions, debts, damages, costs, losses, liabilities, penalties, obligations, judgments, charges, expenses and disbursements (including without limitation, all reasonable legal fees and disbursements on a solicitor and his own client basis) of any nature whatsoever, suffered or incurred by the Indemnified Parties or any of them in connection with the Credit Facility, whether as beneficiaries under the Documents, as successors in interest of the Borrower or any of its Subsidiaries, or voluntary transfer in lieu of foreclosure, or otherwise howsoever, with respect to any Environmental Claims relating to the property of the Borrower or any of its Subsidiaries arising under any Environmental Laws as a result of the past, present or future operations of the Borrower or any of its Subsidiaries (or any predecessor in interest to the Borrower or its Subsidiaries) relating to the property of the Borrower or its Subsidiaries, or the past, present or future condition of any part of the property of the Borrower or its Subsidiaries owned, operated or leased by the Borrower or its Subsidiaries (or any such predecessor in interest)Lenders, including any liabilities arising as a result of any indemnity covering Environmental Claims given to any person by the Lenders or the Agent or a receivertheir respective directors, receiver-manager or similar person appointed hereunder or under applicable law officers, employees and agents (collectively, the “Indemnified Third PartyParties”), for any costs, losses, damages, expenses, judgments, suits, claims, awards, fines, sanctions and liabilities whatsoever (in this Section 18.6 collectively a “Claim”) suffered or incurred by an Indemnified Party, arising out of, or in respect of: (a) the Release of any Contaminant into the Environment from or into any property, owned, operated or controlled, directly or indirectly, by any Borrower Group Member or otherwise in which any Borrower Group Member or any Subsidiary thereof has an interest; but excluding and (b) the remedial action, if any, required to be taken by the Agent or the Lenders in respect of any Environmental Claims or liabilities relating thereto such Release, except in such cases where and to the extent that such Environmental Claims or liabilities arise by reason of results from the gross negligence or wilful misconduct of any of the Indemnified Party Parties as determined by a final, non-appealable judgment of a court of component jurisdiction. This indemnity will survive repayment or cancellation of the Credit Facilities or any part thereof, including any termination of the other provisions of this Agreement. Other than for costs and expenses incurred by the Indemnified Third Parties for investigating, defending or denying a Claim or preparing any necessary environmental assessment report or other reports in connection with any Claim (the reasonable costs thereof to be paid forthwith by the Borrower on demand therefor), the Indemnified Parties will not request indemnification from the Borrower unless an Indemnified Party claiming indemnity hereunderis required by Law, based on the advice of such Indemnified Party’s counsel, to honour a Claim or any part thereof. During the continuation of an Event of Default, the Indemnified Parties will be entitled, but not obligated, to negotiate any settlement of a Claim in consultation with the Borrower, and any such settlement will be binding on the Parties. The provisions of this Section 18.6 shall survive the repayment of the ObligationsObligations of the Borrower under the Documents.

Environmental Indemnity. The Borrower Issuer shall and does hereby indemnify and hold harmless the Indemnified Parties Parties, forthwith on demand by the Agent or such Indemnified Party, from and against any and all claims, suits, actions, debts, damages, costs, losses, liabilities, penalties, obligations, judgments, charges, expenses and disbursements (including without limitation, all reasonable legal fees and disbursements on a solicitor and his own client basis) of any nature whatsoever, suffered or incurred by the Indemnified Parties or any of them in connection with the Credit Facility, whether as beneficiaries under the Documents, as successors in interest of the Borrower or any of its Subsidiaries, or voluntary transfer in lieu of foreclosure, or otherwise howsoever, with respect to any Environmental Claims relating to the property of the Borrower Issuer or any of its Subsidiaries arising under any Environmental Laws as a result of the past, present or future operations of the Borrower Issuer or any of its Subsidiaries (or any predecessor in interest to the Borrower Issuer or any of its Subsidiaries) relating to the property of the Borrower Issuer or of its Subsidiaries, or the past, present or future condition of any part of the property of the Borrower Issuer or its Subsidiaries Subsidiaries, whether owned, operated or leased by the Borrower Issuer or by any of its Subsidiaries (Subsidiaries, or any such predecessor in interest), including any liabilities arising as a result of any indemnity covering Environmental Claims given to any person by the Lenders or the Agent or a receiver, receiver-manager or similar person appointed hereunder or under applicable law (collectively, the “Indemnified Third Party”); interest but excluding any Environmental Claims or liabilities relating thereto to the extent that such Environmental Claims or liabilities arise by reason of the gross negligence or wilful willful misconduct of the Indemnified Party or the Indemnified Third Party claiming indemnity hereunder. The provisions of this This Section shall survive the repayment of the ObligationsObligations and termination of this Agreement.

Environmental Indemnity. The Borrower shall indemnify and hold each Subsidiary Guarantor shall, at its sole cost and expense, jointly and severally indemnify, defend and save harmless the Indemnified Parties forthwith on demand Administrative Agent, the Lead Arranger, each Lender and the Designated Letter of Credit Issuer (and each of their respective officers, directors, employees, Administrative Agents, representatives and contractors and any subsequent owner of the Collateral who purchases Collateral through the Lender or pursuant to any enforcement action by the Agent Lender) from and against any and all damages, losses, liabilities, obligations, penalties, claims, litigations, demands, defenses, judgments, suits, actions, debts, damagesproceedings, costs, lossesdisbursements and/or expenses (including, liabilitieswithout limitation, penalties, obligations, judgments, chargesreasonable attorneys' and experts' fees, expenses and disbursements (including without limitation, all reasonable legal fees and disbursements on a solicitor and his own client basisdisbursements) of any kind or nature whatsoeverwhatsoever which may at any time be imposed upon, suffered or incurred by the Indemnified Parties or asserted against any of them in connection with the Credit Facilitysuch indemnified Persons directly or indirectly relating to, whether as beneficiaries under the Documents, as successors in interest of resulting from or arising out of: (i) Environmental Claims against the Borrower or such Subsidiary Guarantor, (ii) a material misrepresentation or inaccuracy in any of its Subsidiaries, representation or voluntary transfer warranty contained in lieu of foreclosure, or otherwise howsoever, with respect this Agreement relating to any Environmental Claims relating to the property of the Borrower or any of its Subsidiaries arising under any Environmental Laws as a result of the past, present or future operations of the Borrower or any of its Subsidiaries (or any predecessor in interest environmental matters applicable to the Borrower or its Subsidiaries(iii) relating a breach or failure to the property of the Borrower or its Subsidiaries, or the past, present or future condition of perform any part of the property of the Borrower or its Subsidiaries owned, operated or leased covenant made by the Borrower or its Subsidiaries (or any such predecessor in interest), including any liabilities arising as a result this Agreement with respect to environmental matters which continues uncured after the expiration of any indemnity covering Environmental Claims given to applicable grace period. The Borrower will pay any person sums owing by the Lenders Borrower to the Administrative Agent, each Lender and the Designated Letter of Credit Issuer pursuant to this indemnification obligation five (5) days after demand by the Administrative Agent, on behalf of the Administrative Agent, such Lender the Lead Arranger or the Agent or a receiverDesignated Letter of Credit Issuer, receiver-manager or similar person appointed hereunder or under applicable law (collectively, together with interest on such amount accruing from and after the “Indemnified Third Party”); but excluding any Environmental Claims or liabilities relating thereto to expiration of such period at the extent that such Environmental Claims or liabilities arise by reason default rate of the gross negligence or wilful misconduct of the Indemnified Party or the Indemnified Third Party claiming indemnity interest hereunder. The provisions of this Section shall survive the repayment of the Obligations.

Environmental Indemnity. The Borrower shall indemnify and hold harmless the Indemnified Parties forthwith on demand by the Agent Lender from and against any and all claims, suits, actions, debts, damages, costs, losses, liabilities, penalties, obligations, judgments, charges, expenses and disbursements (including without limitation, all reasonable legal fees and disbursements on a solicitor and his own client basis) of any nature whatsoever, suffered or incurred by the Indemnified Parties or any of them in connection with the Credit FacilityFacilities, whether as beneficiaries under the Documents, as successors in interest of the Borrower or any of its SubsidiariesLender, or voluntary transfer in lieu of foreclosure, or otherwise howsoever, with respect to any Environmental Claims relating to the property of the Borrower or any of its Subsidiaries arising under any Environmental Laws as a result of the past, present or future operations of the Borrower or any of its Subsidiaries (or any predecessor in interest to the Borrower or its Subsidiaries) relating to the property of the Borrower or its Subsidiaries, or the past, present or future condition of any part of the property of the Borrower or its Subsidiaries owned, operated or leased by the Borrower or its Subsidiaries (or any such predecessor in interest), including any liabilities arising as a result of any indemnity covering Environmental Claims given to any person by the Lenders or the Agent Lender or a receiver, receiver-receiver manager or similar person appointed hereunder or under applicable law Applicable Law (collectively, the “Indemnified Third Party”); but excluding any Environmental Claims or liabilities relating thereto to the extent that such Environmental Claims or liabilities arise by reason of the gross negligence or wilful willful misconduct of the Indemnified Party or the Indemnified Third Party claiming indemnity hereunder. The provisions of this Section shall survive the repayment of the Obligations.

Environmental Indemnity. a) The Borrower shall Tenant will indemnify and hold save harmless the Indemnified Parties forthwith on demand by the Agent Landlord, its officers, directors, employees, agents and shareholders from and against any and all losses, claims, suits, actions, debts, damages, costs, lossesexpenses, damages and liabilities, penalties, obligations, judgments, charges, expenses and disbursements (including without limitation, all reasonable legal costs of defending or denying the same, and all reasonable costs of investigation, monitoring, remedial response, removal, restoration or permit acquisition and including all reasonable solicitor’s fees and disbursements (on a solicitor and his own client basis) of and disbursements in connection therewith which at any nature whatsoever, suffered time may be paid or incurred by or claimed against the Indemnified Parties Landlord, its officers, directors, employees, agents and shareholders arising, directly or indirectly, out of: (a) a breach by the Tenant, or those for whom it is in law responsible, of any of them the covenants contained in connection section 19 of this Lease; (b) the non-compliance by the Tenant or those for whom it is responsible in law with any Environmental Law; (c) any reasonable action taken by the Credit Facility, whether as beneficiaries under the Documents, as successors in interest of the Borrower or any of its Subsidiaries, or voluntary transfer in lieu of foreclosure, or otherwise howsoever, Landlord with respect to the non-compliance by the Tenant or those for whom it is responsible in law with any Environmental Claims relating Law; or (d) any reasonable action taken by the Landlord in compliance with any Notice of any governmental authority due to the property of non-compliance by the Borrower Tenant or any of its Subsidiaries arising under those for whom it is responsible in law with any Environmental Laws as a result Law, and such indemnity will survive the termination or expiration of the past, present or future operations of the Borrower or any of its Subsidiaries (or any predecessor this Lease notwithstanding anything in interest this Lease to the Borrower contrary. b) The Landlord will indemnify and save harmless the Tenant, its officers, directors, employees, agents and shareholders from and against any and all losses, claims, costs, expenses, damages and liabilities, including all reasonable costs of defending or denying the same, and all reasonable costs of investigation, monitoring, remedial response, removal, restoration or permit acquisition and including all reasonable solicitor’s fees (on a solicitor and own client basis) and disbursements in connection therewith which at any time may be paid or incurred by or claimed against the Tenant, its Subsidiaries) relating officers, directors, employees, agents and shareholders arising, directly or indirectly prior to the property of Tenant occupying the Borrower or its Subsidiariespremise, or the past, present or future condition out of any part Hazardous Substances or Environmental Laws, other than those for which the Tenant must indemnify the Landlord as set out in Section 19.9.1, and such indemnity will survive the termination or expiration of the property of the Borrower or its Subsidiaries ownedthis Lease, operated or leased by the Borrower or its Subsidiaries (or any such predecessor notwithstanding anything in interest), including any liabilities arising as a result of any indemnity covering Environmental Claims given to any person by the Lenders or the Agent or a receiver, receiver-manager or similar person appointed hereunder or under applicable law (collectively, the “Indemnified Third Party”); but excluding any Environmental Claims or liabilities relating thereto this Lease to the extent that such Environmental Claims or liabilities arise by reason of the gross negligence or wilful misconduct of the Indemnified Party or the Indemnified Third Party claiming indemnity hereunder. The provisions of this Section shall survive the repayment of the Obligationscontrary.

Environmental Indemnity. The Borrower shall indemnify Tenant agrees to indemnity and hold Landlord harmless the Indemnified Parties forthwith on demand by the Agent from and against against, and to reimburse Landlord with respect to, any and all claims, suitsdemands, actionscauses of action, debtslosses, damages, costs, losses, liabilities, penalties, obligations, judgments, charges, costs and expenses and disbursements (including without limitation, all reasonable legal attorneys' fees and disbursements on a solicitor and his own client basis) court costs), fines and/or penalties of any nature whatsoeverand every kind or character, suffered known or unknown, fixed or contingent, asserted or potentially asserted against or incurred by the Indemnified Parties or Landlord at any of them time and from time to time by reason of, in connection with or arising out of (A) the Credit Facilityfailure of Tenant to perform any obligation herein required to be performed by Tenant regarding Applicable Environmental Laws, whether as beneficiaries under the Documents, as successors in interest (B) any violation of the Borrower any Applicable Environmental Law by Tenant or any of its Subsidiaries, or voluntary transfer in lieu of foreclosure, or otherwise howsoever, with respect to the Premises or any disposal or other release by Tenant or with respect to the Premises of any hazardous substance, environmental contaminants or solid waste on or to the Premises, whether or not resulting in a violation of any Applicable Environmental Claims Law, (C) any act, omission, event or circumstance by Tenant or with respect to the Premises which constitutes or has constituted violation of any Applicable Environmental Law with respect to the Premises, regardless of whether the act, omission, event or circumstance constituted a violation of any Applicable Environmental Law at the time of its existence or occurrence, and (D) any and all claims or proceedings (whether brought by private party or governmental agencies) for bodily injury, property damage, abatement or remediation, environmental damage or impairment or any other injury or damage resulting from or relating to any hazardous or toxic substance or contaminated material located upon or migrating into, from or through the property Premises or the Improvements (whether or not the release of such materials was caused by Tenant, a subtenant, a prior owner of the Borrower Premises or any of its Subsidiaries arising other Entity) which Landlord may incur. Tenant's duty to indemnify Landlord under any Environmental Laws as a result of the past, present or future operations of the Borrower or any of its Subsidiaries (or any predecessor in interest to the Borrower or its Subsidiaries) relating to the property of the Borrower or its Subsidiaries, or the past, present or future condition of any part of the property of the Borrower or its Subsidiaries owned, operated or leased by the Borrower or its Subsidiaries (or any such predecessor in interest), including any liabilities arising as a result of any indemnity covering Environmental Claims given to any person by the Lenders or the Agent or a receiver, receiver-manager or similar person appointed hereunder or under applicable law (collectively, the “Indemnified Third Party”); but excluding any Environmental Claims or liabilities relating thereto to the extent that such Environmental Claims or liabilities arise by reason of the gross negligence or wilful misconduct of the Indemnified Party or the Indemnified Third Party claiming indemnity hereunder. The provisions of this Section SECTION 23.2 shall survive the repayment expiration or earlier termination of the ObligationsLease with respect to events occurring during or prior to the Term or after the Term while Landlord has record title to and Tenant is occupying the Premises.

Environmental Indemnity. The Borrower shall indemnify hereby indemnifies and hold holds harmless the Indemnified Parties forthwith on demand by each of the Agent from and against the Lenders, including their respective directors, officers, employees and agents (collectively, the "Indemnified Parties"), for any and all claims, suits, actions, debts, damages, costs, losses, liabilitiesdamages, penalties, obligationsexpenses, judgments, chargessuits, expenses claims, awards, fines, sanctions and disbursements liabilities whatsoever (including without limitation, all reasonable legal fees and disbursements on in this Section 19.5 collectively a solicitor and his own client basis"Claim") of any nature whatsoever, suffered or incurred by the such Indemnified Parties or any of them in connection with the Credit FacilityParty, whether as beneficiaries under the Documents, as successors in interest of the Borrower or any of its Subsidiariesarising out of, or voluntary transfer in lieu respect of: (a) the Release of foreclosureany Contaminant into the Environment from or into any property, owned, operated or controlled, directly or indirectly, by any Loan Party or otherwise howsoeverin which any Loan Party has an interest; and (b) the remedial action, if any, required to be taken by the Agent or the Lenders in respect of any such Release, except with respect to any Environmental Claims relating to the property of the Borrower or any of its Subsidiaries arising under any Environmental Laws as a result of the pastIndemnified Party, present or future operations of the Borrower or any of its Subsidiaries (or any predecessor in interest to the Borrower or its Subsidiaries) relating to the property of the Borrower or its Subsidiaries, or the past, present or future condition of any part of the property of the Borrower or its Subsidiaries owned, operated or leased by the Borrower or its Subsidiaries (or any such predecessor in interest), including any liabilities arising as a result of any indemnity covering Environmental Claims given to any person by the Lenders or the Agent or a receiver, receiver-manager or similar person appointed hereunder or under applicable law (collectively, the “Indemnified Third Party”); but excluding any Environmental Claims or liabilities relating thereto cases where and to the extent that such Environmental Claims or liabilities arise by reason of from the gross negligence or wilful misconduct of such Indemnified Party. This indemnity will survive repayment or cancellation of the Indemnified Party Credit Facilities or any part thereof, including any termination of the Indemnified Third Party claiming indemnity hereunder. The other provisions of this Section shall survive Agreement. Other than for costs and expenses incurred by the repayment Indemnified Parties for investigating, defending or denying a Claim or preparing any necessary environmental assessment report or other reports in connection with any Claim (the reasonable costs thereof to be paid forthwith by the Borrower on demand therefor), the Indemnified Parties will not request indemnification from the Borrower unless an Indemnified Party is required by Law, based on the advice of such Indemnified Party's counsel, to honour a Claim or any part thereof. During the Obligationscontinuation of an Event of Default, the Indemnified Parties will be entitled, but not obligated, to negotiate any settlement of a Claim in consultation with the Borrower, and any such settlement will be binding on the Parties.

Environmental Indemnity. The Borrower shall indemnify and hold harmless the Indemnified Parties forthwith on demand by the Agent Lender from and against any and all claims, suits, actions, debts, damages, costs, losses, liabilities, penalties, obligations, judgments, charges, expenses and disbursements (including without limitation, all reasonable legal fees and disbursements on a solicitor and his own client basis) of any nature whatsoever, suffered or incurred by the Indemnified Parties or any of them in connection with the Credit FacilityFacilities, whether as beneficiaries under the Documents, as successors in interest of the Borrower or any of its SubsidiariesLender, or voluntary transfer in lieu of foreclosure, or otherwise howsoever, with respect to any Environmental Claims relating to the property of the Borrower or any of its Subsidiaries arising under any Environmental Laws as a result of the past, present or future operations of the Borrower or any of its Subsidiaries (or any predecessor in interest to the Borrower or its Subsidiaries) relating to the property of the Borrower or its Subsidiaries, or the past, present or future condition of any part of the property of the Borrower or its Subsidiaries owned, operated or leased by the Borrower or its Subsidiaries (or any such predecessor in interest), including any liabilities arising as a result of any indemnity covering Environmental Claims given to any person by the Lenders or the Agent Lender or a receiver, receiver-receiver manager or similar person appointed hereunder or under applicable law Applicable Law (collectively, the “Indemnified Third Party”); but excluding any Environmental Claims or liabilities relating thereto to the extent that such Environmental Claims or liabilities arise by reason of the gross negligence or wilful misconduct of the Indemnified Party or the Indemnified Third Party claiming indemnity hereunder. The provisions of this Section shall survive the repayment of the Obligations.

Environmental Indemnity. The Borrower shall indemnify hereby indemnifies and agrees to defend and hold harmless the Indemnified Parties each Indemnitee forthwith on demand by the Agent from and against any and all claims, suits, actions, debts, damages, costs, losses, liabilities, penalties, obligations, judgments, charges, expenses and disbursements (including including, without limitation, all reasonable legal fees and disbursements on a solicitor and his own client basis) of any nature whatsoever, suffered or incurred by such with respect to the Indemnified Parties Borrower, any Material Subsidiary or any of them in connection with the Credit Facility, whether as beneficiaries under the Documents, as successors in interest Subsidiary of the Borrower or any of its Subsidiaries, or voluntary transfer in lieu of foreclosure, or otherwise howsoever, with respect to any Environmental Claims relating to the property of the Borrower a Material Subsidiary or any of its Subsidiaries their Property arising under any Environmental Laws as a result of the past, present or future operations of the Borrower or a Material Subsidiary or any Subsidiary of its Subsidiaries the Borrower or a Material Subsidiary (or any predecessor in interest to the Borrower Borrower, any Material Subsidiary or its Subsidiaries) relating to the property any Subsidiary of the Borrower or its Subsidiaries, a Material Subsidiary) or the past, present or future condition of any part of the property of the Borrower or its Subsidiaries any Property owned, operated or leased by the Borrower, a Material Subsidiary or any Subsidiary of the Borrower or its Subsidiaries a Material Subsidiary (or any such predecessor in interest). Notwithstanding the foregoing, provided there exists no subsisting Default or Event of Default: (a) the relevant Lender or the Agent, as the case may be, shall give notice to the Borrower of its claim for indemnity including the particulars of such claim before enforcing its right to indemnification; (b) such Indemnitee will not settle any liabilities arising as a result claim in respect of which they seek indemnity from the Borrower pursuant to this Section 7.6 without the Borrower’s consent, such consent not to be unreasonably withheld; and (c) such Indemnitee shall permit the Borrower to defend any such claim on condition that the Borrower has no conflict of interest with such Indemnitee in so doing, such Indemnitee is not prejudiced by the Borrower’s defence of the claim and the Borrower keeps such Indemnitee and the Agent fully apprised of the status of any indemnity covering Environmental Claims given proceedings relating to any person by the Lenders or the Agent or a receiver, receiver-manager or similar person appointed hereunder or under applicable law (collectively, the “Indemnified Third Party”); but excluding any Environmental Claims or liabilities relating thereto to the extent that such Environmental Claims or liabilities arise by reason of the gross negligence or wilful misconduct of the Indemnified Party or the Indemnified Third Party claiming indemnity hereunder. The provisions of this Section shall survive the repayment of the Obligationsclaim.

Environmental Indemnity. The Borrower shall indemnify and hold harmless the Indemnified Parties forthwith on demand by the Agent from and against any and all claims, suits, actions, debts, damages, costs, losses, liabilities, penalties, obligations, judgments, charges, expenses and disbursements (including without limitation, all reasonable legal fees and disbursements on a solicitor and his own client basis) of any nature whatsoever, suffered or incurred by the Indemnified Parties or any of them in connection with the any Credit Facility, whether as beneficiaries under the Documents, as successors in interest of the Borrower Parent or any of its Subsidiaries, or voluntary transfer in lieu of foreclosure, or otherwise howsoever, with respect to any Environmental Claims relating to the property of the Borrower Parent or any of its Subsidiaries arising under any Environmental Laws as a result of the past, present or future operations of the Borrower Parent or any of its Subsidiaries (or any predecessor in interest to the Borrower Parent or its Subsidiaries) relating to the property of the Borrower Parent or its Subsidiaries, or the past, present or future condition of any part of the property of the Borrower Parent or its Subsidiaries owned, operated or leased by the Borrower Parent or its Subsidiaries (or any such predecessor in interest), including any liabilities arising as a result of any indemnity covering Environmental Claims given to any person by the Lenders or the Agent or a receiver, receiver-receiver manager or similar person appointed hereunder or under applicable law (collectively, the “"Indemnified Third Party”"); but excluding any Environmental Claims or liabilities relating thereto to the extent that such Environmental Claims or liabilities arise by reason of the gross negligence or wilful misconduct of the Indemnified Party or the Indemnified Third Party claiming indemnity hereunder. The provisions of this Section shall survive the repayment of the Obligations.

Environmental Indemnity. The Borrower shall indemnify (a) Each of the Company and the Subsidiary Guarantors jointly and severally agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless the Indemnified Parties forthwith on demand by Trustee and each Holder and each of their respective Affiliates and each and all of the Agent directors, officers, partners, trustees, employees, attorneys and agents, and (in each case) their respective heirs, representatives, successors and assigns (each of the foregoing, an “Indemnitee”) from and against any and all claimsIndemnified Liabilities; provided, suits, actions, debts, damages, costs, losses, liabilities, penalties, obligations, judgments, charges, expenses and disbursements (including without limitation, all reasonable legal fees and disbursements on a solicitor and his own client basis) of any nature whatsoever, suffered or incurred by the Indemnified Parties or any of them in connection with the Credit Facility, whether as beneficiaries under the Documents, as successors in interest of the Borrower or any of its Subsidiaries, or voluntary transfer in lieu of foreclosure, or otherwise howsoever, no Indemnitee shall be entitled to indemnification hereunder with respect to any Environmental Claims relating to the property of the Borrower or any of its Subsidiaries arising under any Environmental Laws as a result of the past, present or future operations of the Borrower or any of its Subsidiaries (or any predecessor in interest to the Borrower or its Subsidiaries) relating to the property of the Borrower or its Subsidiaries, or the past, present or future condition of any part of the property of the Borrower or its Subsidiaries owned, operated or leased by the Borrower or its Subsidiaries (or any such predecessor in interest), including any liabilities arising as a result of any indemnity covering Environmental Claims given to any person by the Lenders or the Agent or a receiver, receiver-manager or similar person appointed hereunder or under applicable law (collectively, the “Indemnified Third Party”); but excluding any Environmental Claims or liabilities relating thereto Liability to the extent that such Environmental Claims or liabilities arise Indemnified Liability is found by reason a final and nonappealable decision of a court of competent jurisdiction to have resulted directly and primarily from the gross negligence or wilful willful misconduct of such Indemnitee. (b) All amounts due under Section 8.07(a) hereof shall be payable not later than 10 days after written demand therefor. (c) To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in Section 8.07(a) hereof may be unenforceable in whole or in part because they are violative of any law or public policy, each of the Company and Subsidiary Guarantors shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Party Liabilities incurred by Indemnitees or any of them. (d) Neither the Company nor any Subsidiary Guarantor shall ever assert any claim against any Indemnitee, on any theory of liability, for any lost profits or special, indirect or consequential damages or (to the fullest extent lawful) any punitive damages arising out of, in connection with, or as a result of, this Guarantee Agreement, any Security Document or any agreement or instrument or transaction contemplated hereby or relating in any respect to any Indemnified Third Party claiming indemnity hereunder. Liability, and each of the Company and Subsidiary Guarantors hereby forever waives, releases and agrees not to xxx upon any claim for any such lost profits or special, indirect, consequential or (to the fullest extent lawful) punitive damages, whether or not accrued and whether or not known or suspected to exist in its favor. (e) The provisions of agreements in this Section 8.07 shall survive the repayment of the ObligationsBonds and all other amounts payable hereunder and the resignation and removal of the Trustee or collateral agent.

Environmental Indemnity. The Borrower shall indemnify Tenant hereby presently, unconditionally, irrevocably and hold absolutely agrees to pay, indemnify, defend with counsel acceptable to Landlord and save harmless the Indemnified Landlord Parties forthwith on demand by the Agent for, from and against any and all claimsClaims (including, suitswithout limitation attorneys’ and experts’ fees and expenses, actions, debts, damages, clean-up costs, losseswaste disposal costs and those costs, liabilitiesexpenses, penalties and fines within the meaning of CERCLA), of any kind or nature whatsoever which may at any time be imposed upon, incurred by or asserted or awarded against any of Landlord Parties and arising from any violation or alleged violation of Environmental Laws, environmental problem or other environmental matter described herein, relating to the Premises, or as a consequence of any of Tenant’s or Landlord’s interest in or operation of the Premises, including, without limitation, mattersduring the Term of this Lease or arising out of any breach of Tenant’s covenants, representations and warranties. Tenant does further agree and covenant that except as otherwise set forth in this Lease, none of Landlord Parties shall assume any liability or obligation for loss, damage, fines, penalties, obligations, judgments, charges, expenses and disbursements (including without limitation, all reasonable legal fees and disbursements on a solicitor and his own client basis) claims or duty to clean up or dispose of any nature whatsoever, suffered or incurred by the Indemnified Parties or any of them in connection with the Credit Facility, whether as beneficiaries under the Documents, as successors in interest of the Borrower or any of its SubsidiariesHazardous Materials, or voluntary transfer in lieu of foreclosure, other wastes or otherwise howsoever, with respect to any Environmental Claims materials on or relating to the property of the Borrower or any of its Subsidiaries arising under any Environmental Laws as a result of the past, present or future operations of the Borrower or any of its Subsidiaries (or any predecessor in interest to the Borrower or its Subsidiaries) relating to the property of the Borrower or its Subsidiaries, or the past, present or future condition Premises regardless of any part of the inspections or other actions made or taken by Landlord on such property of the Borrower or its Subsidiaries owned, operated or leased by the Borrower or its Subsidiaries (or any such predecessor in interest), including any liabilities arising as a result of any indemnity covering Environmental Claims given re-entry by Landlord onto the Premises or otherwise. All warranties, representations and obligations set forth herein shall be deemed to any person by the Lenders or the Agent or a receiver, receiver-manager or similar person appointed hereunder or under applicable law (collectivelybe continuing and shall survive termination of this Lease. In addition, the “Indemnified Third Party”); but excluding any Environmental Claims or liabilities relating thereto to the extent that such Environmental Claims or liabilities arise by reason covenants and indemnities of the gross negligence or wilful misconduct of the Indemnified Party or the Indemnified Third Party claiming indemnity hereunder. The provisions of this Section Tenant contained herein shall survive any exercise of any remedy by Landlord under the repayment Lease. Tenant agrees that the indemnification granted herein may be enforced by any of Landlord Parties; provided, however, that nothing contained herein shall prevent Landlord from exercising any other rights under the ObligationsLease.

Environmental Indemnity. The Each Borrower shall indemnify and hold harmless the Indemnified Parties forthwith on demand by the Agent from and against any and all claims, suits, actions, debts, damages, costs, losses, liabilities, penalties, obligations, judgments, charges, expenses and disbursements (including without limitation, all reasonable legal fees and disbursements on a solicitor and his own client basis) of any nature whatsoever, suffered or incurred by the Indemnified Parties or any of them in connection with the any Credit Facility, whether as beneficiaries under the Documents, as successors in interest of the a Borrower or any of its Subsidiaries, or voluntary transfer in lieu of foreclosure, or otherwise howsoever, with respect to any Environmental Claims relating to the property of the a Borrower or any of its Subsidiaries arising under any Environmental Laws as a result of the past, present or future operations of the a Borrower or any of its Subsidiaries (or any predecessor in interest to the a Borrower or any of its Subsidiaries) relating to the property of the a Borrower or its Subsidiaries, or the past, present or future condition of any part of the property of the a Borrower or its Subsidiaries owned, operated or leased by the a Borrower or its Subsidiaries (or any such predecessor in interest), including any liabilities arising as a result of any indemnity covering Environmental Claims given to any person by the Lenders or the Agent or a receiver, receiver-receiver manager or similar person appointed hereunder or under applicable law (collectively, the “"Indemnified Third Party”"); but excluding any Environmental Claims or liabilities relating thereto to the extent that such Environmental Claims or liabilities arise by reason of the gross negligence or wilful misconduct of the Indemnified Party or the Indemnified Third Party claiming indemnity hereunder, as determined in a final, non-appealable judgment by a court of competent jurisdiction. The provisions of this Section shall survive the repayment of the Obligations.

Environmental Indemnity. The Borrower shall indemnify (a) Each of the Company and the Guarantors jointly and severally agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless the Indemnified Parties forthwith on demand by Trustee and each Holder and each of their respective Affiliates and each and all of the Agent directors, officers, partners, trustees, employees, attorneys and agents, and (in each case) their respective heirs, representatives, successors and assigns (each of the foregoing, an “Indemnitee”) from and against any and all claimsIndemnified Liabilities; provided, suits, actions, debts, damages, costs, losses, liabilities, penalties, obligations, judgments, charges, expenses and disbursements (including without limitation, all reasonable legal fees and disbursements on a solicitor and his own client basis) of any nature whatsoever, suffered or incurred by the Indemnified Parties or any of them in connection with the Credit Facility, whether as beneficiaries under the Documents, as successors in interest of the Borrower or any of its Subsidiaries, or voluntary transfer in lieu of foreclosure, or otherwise howsoever, no Indemnitee shall be entitled to indemnification hereunder with respect to any Environmental Claims relating to the property of the Borrower or any of its Subsidiaries arising under any Environmental Laws as a result of the past, present or future operations of the Borrower or any of its Subsidiaries (or any predecessor in interest to the Borrower or its Subsidiaries) relating to the property of the Borrower or its Subsidiaries, or the past, present or future condition of any part of the property of the Borrower or its Subsidiaries owned, operated or leased by the Borrower or its Subsidiaries (or any such predecessor in interest), including any liabilities arising as a result of any indemnity covering Environmental Claims given to any person by the Lenders or the Agent or a receiver, receiver-manager or similar person appointed hereunder or under applicable law (collectively, the “Indemnified Third Party”); but excluding any Environmental Claims or liabilities relating thereto Liability to the extent that such Environmental Claims or liabilities arise Indemnified Liability is found by reason a final and nonappealable decision of a court of competent jurisdiction to have resulted directly and primarily from the gross negligence or wilful willful misconduct of such Indemnitee. (b) All amounts due under Section 10.11(a) hereof shall be payable not later than 10 days after written demand therefor. (c) To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in Section 10.11(a) hereof may be unenforceable in whole or in part because they are violative of any law or public policy, each of the Company and Guarantors shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Party Liabilities incurred by Indemnitees or any of them. (d) Neither the Company nor any Guarantor shall ever assert any claim against any Indemnitee, on any theory of liability, for any lost profits or special, indirect or consequential damages or (to the fullest extent lawful) any punitive damages arising out of, in connection with, or as a result of, this Indenture or any other Noteholder Document or any agreement or instrument or transaction contemplated hereby or relating in any respect to any Indemnified Third Party claiming indemnity hereunder. Liability, and each of the Company and Guarantors hereby forever waives, releases and agrees not to xxx upon any claim for any such lost profits or special, indirect, consequential or (to the fullest extent lawful) punitive damages, whether or not accrued and whether or not known or suspected to exist in its favor. (e) The provisions of agreements in this Section 10.11 shall survive the repayment of the ObligationsNotes and all other amounts payable hereunder and the resignation and removal of the Trustee or Collateral Agent.

Environmental Indemnity. The Borrower shall Grantor hereby agrees to indemnify Trustee and Beneficiary and hold Beneficiary harmless the Indemnified Parties forthwith on demand by the Agent from and against any and all claims, suits, actions, debtslosses, damages, costsliabilities, losses, liabilitiesfines, penalties, obligationscharges, administrative and judicial proceedings and orders, judgments, chargesremedial action requirements, enforcement actions of any kind, and all costs and expenses and disbursements (other than any of the foregoing resulting in whole or in part from acts or omissions of Trustee or Beneficiary or from Beneficiary's or Trustee's gross negligence or wilful misconduct) incurred in connection therewith (including without limitationbut not limited to reasonable outside attorneys' fees, all reasonable legal fees paralegal charges and disbursements expenses), arising directly or indirectly, whole or in part, out of (a) the presence on a solicitor and his own client basis) or under the Mortgaged Premises of any nature whatsoeverHazardous Materials or releases or discharges of Hazardous Materials on, suffered under or incurred from the Mortgaged Premises, (b) any activity carried on or undertaken on or off the Mortgaged Premises, whether prior to or during the term of this Deed of Trust, and whether by the Indemnified Parties Grantor or any predecessor in title or any employees, agents, contractors or subcontractors of them Grantor or any predecessor in title, or third persons at any time occupying or present on the Mortgaged Premises in connection with the Credit Facilitytreatment, whether as beneficiaries decontamination, handling, removal, storage, clean-up, transport or disposal of any Hazardous Materials at any time located or present on or under the Documents, as successors in interest Mortgaged Premises; and (c) any breach of the Borrower or any of its Subsidiaries, or voluntary transfer covenants contained in lieu of foreclosure, or otherwise howsoever, with respect this Section. The foregoing indemnity shall further apply to any Environmental Claims relating to residual contamination on or under the property of the Borrower Mortgaged Premises or affecting any of its Subsidiaries arising under natural resources, any Environmental Laws as a result of the past, present or future operations of the Borrower or any of its Subsidiaries (or any predecessor in interest to the Borrower or its Subsidiaries) relating to the property of the Borrower or its Subsidiaries, or the past, present or future condition contamination of any part property or natural resources arising in connection with the generation, use, handling, storage, transport or disposal of the property of the Borrower or its Subsidiaries owned, operated or leased by the Borrower or its Subsidiaries (or any such predecessor Hazardous Materials, and irrespective of whether any such activities were or will be undertaken in interest)accordance with applicable laws, including any liabilities arising as a result of any indemnity covering Environmental Claims given to any person by the Lenders or the Agent or a receiverregulations, receiver-manager or similar person appointed hereunder or under applicable law (collectively, the “Indemnified Third Party”); but excluding any Environmental Claims or liabilities relating thereto to the extent that such Environmental Claims or liabilities arise by reason of the gross negligence or wilful misconduct of the Indemnified Party or the Indemnified Third Party claiming indemnity hereundercodes and ordinances. The provisions obligation of Grantor to indemnify and hold harmless under this Section shall survive the repayment any foreclosure of this Deed of Trust or any transfer of the ObligationsMortgaged Premises by deed in lieu of foreclosure or upon the exercise of the power of sale contained herein.

Environmental Indemnity. The Borrower shall indemnify hereby indemnifies and agrees to defend and hold harmless the Indemnified Parties each Indemnitee forthwith on demand by the Agent from and against any and all claims, suits, actions, debts, damages, costs, losses, liabilities, penalties, obligations, judgments, charges, expenses and disbursements (including including, without limitation, all reasonable legal fees and disbursements on a solicitor and his own client basis) of any nature whatsoever, suffered or incurred by such with respect to the Indemnified Parties Borrower, any Material Subsidiary or any of them in connection with the Credit Facility, whether as beneficiaries under the Documents, as successors in interest Subsidiary of the Borrower or any of its Subsidiaries, or voluntary transfer in lieu of foreclosure, or otherwise howsoever, with respect to any Environmental Claims relating to the property of the Borrower a Material Subsidiary or any of its Subsidiaries their Property arising under any Environmental Laws as a result of the past, present or future operations of the Borrower or a Material Subsidiary or any Subsidiary of its Subsidiaries the Borrower or a Material Subsidiary (or any predecessor in interest to the Borrower Borrower, any Material Subsidiary or its Subsidiaries) relating to the property any Subsidiary of the Borrower or its Subsidiaries, a Material Subsidiary) or the past, present or future condition of any part of the property of the Borrower or its Subsidiaries any Property owned, operated or leased by the Borrower, a Material Subsidiary or any Subsidiary of the Borrower or its Subsidiaries a Material Subsidiary (or any such predecessor in interest). Notwithstanding the foregoing, provided there exists no subsisting Default or Event of Default: (a) the relevant Lender or the Agent, as the case may be, shall give notice to the Borrower of its claim for indemnity including the particulars of such claim before enforcing its right to indemnification; (b) such Indemnitee will not settle any liabilities arising as a result claim in respect of which they seek indemnity from the Borrower pursuant to this Section 6.6 without the Borrower’s consent, such consent not to be unreasonably withheld; and (c) such Indemnitee shall permit the Borrower to defend any such claim on condition that the Borrower has no conflict of interest with such Indemnitee in so doing, such Indemnitee is not prejudiced by the Borrower’s defence of the claim and the Borrower keeps such Indemnitee and the Agent fully apprised of the status of any indemnity covering Environmental Claims given proceedings relating to any person by the Lenders or the Agent or a receiver, receiver-manager or similar person appointed hereunder or under applicable law (collectively, the “Indemnified Third Party”); but excluding any Environmental Claims or liabilities relating thereto to the extent that such Environmental Claims or liabilities arise by reason of the gross negligence or wilful misconduct of the Indemnified Party or the Indemnified Third Party claiming indemnity hereunder. The provisions of this Section shall survive the repayment of the Obligationsclaim.

Environmental Indemnity. (a) Producer’s Environmental Indemnity. The Borrower Producer shall indemnify indemnify, release, defend and hold the Magnolia Owners harmless the Indemnified Parties forthwith on demand by the Agent from and against all the clean-up responses, costs of remediation, control, assessment or compliance, and any and all claims, suits, actions, debts, damages, costs, losses, liabilities, civil fines or penalties, obligationsfor the following occurrences, judgments, charges, expenses events and disbursements activities on or related to the Satellite Production System and the operations conducted by the Producer while on the Magnolia TLP (including without limitationthe design, procurement, fabrication, transportation, installation, hook-up, interconnection, start-up and commissioning of the Receiving Facilities, but excluding all reasonable legal fees and disbursements on a solicitor and his own client basisactivities with respect to the Receiving Facilities thereafter), regardless of whether arising from any sole or concurrent acts or omissions of Magnolia Owners or the condition of the Magnolia TLP: (1) Environmental pollution or contamination including pollution or contamination of the soil, sea, groundwater or air by hydrocarbons, brine, NORM, or otherwise, emanating from the Satellite Production System upstream of the Entry Point; (2) The Producer’s waste disposal onsite or offsite of any nature whatsoeverhazardous substances, suffered wastes, materials and products generated by or incurred by the Indemnified Parties or any of them used in connection with the Credit Facility, whether as beneficiaries under the Documents, as successors in interest ownership or operation of the Borrower or any of its Subsidiaries, or voluntary transfer in lieu of foreclosure, or otherwise howsoever, with respect to any Environmental Claims relating to the property Satellite Production System; and (3) Any of the Borrower Producer’s failure to comply with applicable land use, surface disturbance, licensing or notification requirements; provided, however, the preceding Producer’s environmental indemnity obligations exclude and do not include: (i) Any civil or criminal fines or penalties that may be levied against the Magnolia Owners or the Producer by any court or regulatory authority for any violation of its Subsidiaries arising under any Environmental Laws as a result in connection with the ownership or operation of the pastMagnolia TLP by the Magnolia Owners, present or future operations all of which shall remain the responsibility of the Borrower Magnolia Owners; or (ii) Transportation and disposal offsite from the Magnolia TLP by the Magnolia Owners of any hazardous substances, wastes, NORM, materials and products generated by or any of its Subsidiaries (used in connection with the ownership or any predecessor in interest to the Borrower or its Subsidiaries) relating to the property operation of the Borrower or its SubsidiariesMagnolia TLP by the Magnolia Owners, or all of which shall remain the past, present or future condition of any part responsibility of the property of the Borrower or its Subsidiaries owned, operated or leased by the Borrower or its Subsidiaries Magnolia Owners. (or any such predecessor in interest), including any liabilities arising as a result of any indemnity covering Environmental Claims given to any person by the Lenders or the Agent or a receiver, receiver-manager or similar person appointed hereunder or under applicable law (collectively, the b) 11 ******************************************************************************************** ******************************************************************************************** ******************************************************************************************** ******************************************************************************************** ******************************************************************************************** ******************************************************************************************** ******************************************************************************************** ******************************************************************************************** ******************************************************************************************** ******************************************************************************************** ******************************************************************************************** ******************************************************************************************** ******************************************************************************************** ******************************************************************************************** ******************************************************************************************** ******************************************************************************************** ******************************************************************************************** ******************************************************************************************** ******************************************************************************************** ******************************************************************************************** ******************************************************************************************** ******************************************************************************************** ******************************************************************************************** ******************************************************************************************** ******************************************************************************************** ******************************************************************************************** ******************************************************************************************** ******************************************************************************************** ******************************************************************************************** ******************************************************************************************** ******************************************************************************************** ******************************************************************************************** 11 CONFIDENTIAL TREATMENT HAS BEEN REQUESTED BY CXXXXX PETROLEUM COMPANY FOR CERTAIN PORTIONS OF THIS DOCUMENT. CONFIDENTIAL PORTIONS HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS AGREEMENT WITH “Indemnified Third Party*****”); but excluding any Environmental Claims or liabilities relating thereto to the extent that such Environmental Claims or liabilities arise by reason of the gross negligence or wilful misconduct of the Indemnified Party or the Indemnified Third Party claiming indemnity hereunder. The provisions of this Section shall survive the repayment of the Obligations.

Environmental Indemnity. The Borrower shall and does hereby indemnify and hold harmless the Agent and the Lenders (including a receiver, receiver-manager or similar Person appointed under applicable Law) and its and their respective Affiliates, officers, directors, employees and agents (collectively, in this Section, the "Indemnified Parties Parties"), forthwith on demand by the Agent Agent, from and against any and all claims, suits, actions, debts, damages, costs, losses, liabilities, penalties, obligations, judgments, charges, expenses and disbursements (including without limitation, all reasonable legal fees and disbursements on a solicitor and his own client basis) of any nature whatsoever, suffered or incurred by the Indemnified Parties or any of them in connection with the Credit Facility, whether as beneficiaries under the Documents, as successors in interest of the Borrower or any of its Subsidiaries, or voluntary transfer in lieu of foreclosure, or otherwise howsoever, with respect to any Environmental Claims relating to the property of the Borrower or any of its Subsidiaries arising under any Environmental Laws as a result of the past, present or future operations of the Borrower or any of its Subsidiaries (or any predecessor in interest to the Borrower or any of its Subsidiaries) relating to the property of the Borrower or of its Subsidiaries, or the past, present or future condition of any part of the property of the Borrower or its Subsidiaries Subsidiaries, whether owned, operated or leased by the Borrower or by any of its Subsidiaries (Subsidiaries, or any such predecessor in interest), including any liabilities arising as a result of any indemnity covering Environmental Claims given to any person by the Lenders or the Agent or a receiver, receiver-manager or similar person appointed hereunder or under applicable law (collectively, the “Indemnified Third Party”); interest but excluding any Environmental Claims or liabilities relating thereto to the extent that such Environmental Claims or liabilities arise by reason of the gross negligence or wilful misconduct of the Indemnified Party or the Indemnified Third Party claiming indemnity hereunder. The provisions of this This Section shall survive the repayment of the ObligationsLoan Indebtedness.

Environmental Indemnity. The Borrower shall indemnify and hold harmless the Indemnified Parties forthwith on demand by the Agent Lenders or any one of them from and against any and all claims, suits, actions, debts, damages, costs, losses, liabilities, penalties, obligations, judgments, charges, expenses and disbursements (including without limitation, all reasonable legal fees and disbursements on a solicitor and his own client basis) of any nature whatsoever, suffered or incurred by the Indemnified Parties or any of them in connection with the Credit FacilitySubordinated Debt Facilities, whether as beneficiaries under the Documentsthis Agreement, as successors in interest of the Borrower or any of its Subsidiaries, or voluntary transfer in lieu of foreclosure, or otherwise howsoever, with respect to any Environmental Claims relating to the property of the Borrower or any of its Subsidiaries arising under any Environmental Laws as a result of the past, present or future operations of the Borrower or any of its Subsidiaries (or any predecessor in interest to the Borrower or its Subsidiaries) relating to the property of the Borrower or its Subsidiaries, or the past, present or future condition of any part of the property of the Borrower or its Subsidiaries owned, operated or leased by the Borrower or its Subsidiaries (or any such predecessor in interest), including any liabilities arising as a result of any indemnity covering Environmental Claims given to any person by the Lenders or the Agent or a receiver, receiver-receiver manager or similar person appointed hereunder or under applicable law (collectively, the “Indemnified Third Party”); but excluding any Environmental Claims or liabilities relating thereto to the extent that such Environmental Claims or liabilities arise by reason of the gross negligence or wilful misconduct of the Indemnified Party or the Indemnified Third Party claiming indemnity hereunder, as determined in a final, non-appealable judgment by a court of competent jurisdiction. The provisions of this Section 10.3 shall survive the repayment of the Obligations.

Environmental Indemnity. The Borrower shall indemnify hereby indemnifies and hold holds harmless the Indemnified Parties forthwith on demand by each of the Agent from and against any and all claims, suits, actions, debts, damages, costs, losses, liabilities, penalties, obligations, judgments, charges, expenses and disbursements (including without limitation, all reasonable legal fees and disbursements on a solicitor and his own client basis) of any nature whatsoever, suffered or incurred by the Indemnified Parties or any of them in connection with the Credit Facility, whether as beneficiaries under the Documents, as successors in interest of the Borrower or any of its Subsidiaries, or voluntary transfer in lieu of foreclosure, or otherwise howsoever, with respect to any Environmental Claims relating to the property of the Borrower or any of its Subsidiaries arising under any Environmental Laws as a result of the past, present or future operations of the Borrower or any of its Subsidiaries (or any predecessor in interest to the Borrower or its Subsidiaries) relating to the property of the Borrower or its Subsidiaries, or the past, present or future condition of any part of the property of the Borrower or its Subsidiaries owned, operated or leased by the Borrower or its Subsidiaries (or any such predecessor in interest)Lenders, including any liabilities arising as a result of any indemnity covering Environmental Claims given to any person by the Lenders or the Agent or a receivertheir respective directors, receiver-manager or similar person appointed hereunder or under applicable law officers, employees and agents (collectively, the “Indemnified Third PartyParties”), for any costs, losses, damages, expenses, judgments, suits, claims, awards, fines, sanctions and liabilities whatsoever (including any reasonable costs or expenses of defending or denying the same and including the reasonable costs or expenses of preparing any environmental assessment report or other such reports) (in this Section 17.5 collectively a “Claim”) suffered or incurred by an Indemnified Party, arising out of, or in respect of: (a) the Release of any Contaminant into the Environment from or into any property, owned, operated or controlled, directly or indirectly, by any Loan Party, or otherwise in which any Loan Party has an interest; but excluding and (b) the remedial action, if any, required to be taken by the Agent or the Lenders in respect of any Environmental Claims or liabilities relating thereto such Release, except in such cases where and to the extent that such Environmental Claims or liabilities arise by reason of from the gross negligence or wilful misconduct of the Indemnified Party or the Indemnified Third Party claiming indemnity hereunderParties as determined by a final, non-appealable judgment of a court of competent jurisdiction. The provisions of this Section 17.5 shall survive the repayment of the ObligationsObligations of the Borrower and the termination of the Credit Agreement. Other than for costs and expenses incurred by the Indemnified Parties for investigating, defending or denying a Claim or preparing any necessary environmental assessment report or other reports in connection with any Claim (the reasonable costs thereof to be paid forthwith by the Borrower on demand therefor), the Indemnified Parties will not request indemnification from the Borrower unless an Indemnified Party is required by Law, based on the advice of such Indemnified Party’s counsel, to honour a Claim or any part thereof. During the continuation of an Event of Default, the Indemnified Parties will be entitled, but not obligated, to negotiate any settlement of a Claim in consultation with the Borrower, and any such settlement will be binding on the Parties, provided that the Borrower will not be liable for any settlement of any action without its written consent, such consent not to be unreasonably withheld. Notwithstanding the foregoing, the Borrower, at its option by notice to the Lenders, may assume carriage at any time of any proceedings giving rise to a Claim, including choice of counsel.

Environmental Indemnity. The Borrower shall indemnify (a) Each of the Company and the Guarantors jointly and severally agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless the Indemnified Parties forthwith on demand by Trustee and each Holder and each of their respective Affiliates and each and all of the Agent directors, officers, partners, trustees, employees, attorneys and agents, and (in each case) their respective heirs, representatives, successors and assigns (each of the foregoing, an “Indemnitee”) from and against any and all claims, suits, actions, debts, damages, costs, losses, liabilities, penalties, obligations, judgments, charges, expenses and disbursements (including without limitation, all reasonable legal fees and disbursements on a solicitor and his own client basis) of any nature whatsoever, suffered or incurred by the Indemnified Parties or any of them in connection with the Credit Facility, whether as beneficiaries under the Documents, as successors in interest of the Borrower or any of its Subsidiaries, or voluntary transfer in lieu of foreclosure, or otherwise howsoever, Liabilities; provided that no Indemnitee shall be entitled to indemnification hereunder with respect to any Environmental Claims relating to the property of the Borrower or any of its Subsidiaries arising under any Environmental Laws as a result of the past, present or future operations of the Borrower or any of its Subsidiaries (or any predecessor in interest to the Borrower or its Subsidiaries) relating to the property of the Borrower or its Subsidiaries, or the past, present or future condition of any part of the property of the Borrower or its Subsidiaries owned, operated or leased by the Borrower or its Subsidiaries (or any such predecessor in interest), including any liabilities arising as a result of any indemnity covering Environmental Claims given to any person by the Lenders or the Agent or a receiver, receiver-manager or similar person appointed hereunder or under applicable law (collectively, the “Indemnified Third Party”); but excluding any Environmental Claims or liabilities relating thereto Liability to the extent that such Environmental Claims or liabilities arise Indemnified Liability is found by reason a final and nonappealable decision of a court of competent jurisdiction to have resulted directly and primarily from the gross negligence or wilful willful misconduct of such Indemnitee. (b) All amounts due under Section 10.11(a) hereof shall be payable not later than 10 days after written demand therefor. (c) To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in Section 10.11(a) hereof may be unenforceable in whole or in part because they are violative of any law or public policy, each of the Company and Guarantors shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Party Liabilities incurred by Indemnitees or any of them. (d) Neither the Company nor any Guarantor shall ever assert any claim against any Indemnitee, on any theory of liability, for any lost profits or special, indirect or consequential damages or (to the fullest extent lawful) any punitive damages arising out of, in connection with, or as a result of, this Indenture or any other Noteholder Document or any agreement or instrument or transaction contemplated hereby or relating in any respect to any Indemnified Third Party claiming indemnity hereunder. Liability, and each of the Company and Guarantors hereby forever waives, releases and agrees not to xxx upon any claim for any such lost profits or special, indirect, consequential or (to the fullest extent lawful) punitive damages, whether or not accrued and whether or not known or suspected to exist in its favor. (e) The provisions of agreements in this Section 10.11 shall survive the repayment of the ObligationsNotes and all other amounts payable hereunder and the resignation and removal of the Trustee or Collateral Agent.

Environmental Indemnity. The Borrower shall indemnify hereby indemnifies and agrees to defend and hold harmless the Lenders and the Agent and their respective Affiliates, officers, directors, employees, agents and attorneys (in this Section, each an "Environmental Indemnified Parties Party") forthwith on demand by the Agent from and against any and all claims, suits, actions, debts, damages, costs, losses, liabilities, penalties, obligations, judgments, charges, expenses and disbursements (including including, without limitation, all reasonable legal fees and disbursements on a solicitor and his own client basis) of any nature whatsoever, suffered or incurred by the Environmental Indemnified Parties or any of them in connection with the Credit Facility, whether as beneficiaries under the Documents, as successors in interest of the Borrower or any of its Subsidiaries, or voluntary transfer in lieu of foreclosure, or otherwise howsoever, Facilities with respect to any Environmental Claims claims relating to the any property of the Borrower or any of its Subsidiaries or any of the Guarantors arising under any Environmental Laws as a result of the past, present or future operations of the Borrower or of any of its Subsidiaries Guarantor (or any predecessor in interest to the Borrower or its Subsidiariesof any Guarantor) relating to the property of the Borrower or its Subsidiaries, or the past, present or future condition of any part of the any property of the Borrower or its Subsidiaries owned, operated or leased by the Borrower or its Subsidiaries by any Guarantor (or any such predecessor in interest). Notwithstanding the foregoing, provided there exists no subsisting Event of Default: (a) the relevant Lender or the Agent, as the case may be, shall give notice to the Borrower of its claim for indemnity including the particulars of such claim before enforcing its right to indemnification; (b) the Environmental Indemnified Parties will not settle any liabilities arising as a result claim in respect of which they seek indemnity from the Borrower pursuant to this Section 6.6 without the Borrower's consent, such consent not to be unreasonably withheld; and (c) the Environmental Indemnified Parties shall permit the Borrower to defend any such claim on condition that the Borrower has no conflict of interest with the Environmental Indemnified Parties in so doing, the Environmental Indemnified Parties are not prejudiced by the Borrower's defence of the claim and the Borrower keeps the Environmental Indemnified Parties fully apprised of the status of any indemnity covering Environmental Claims given proceedings relating to any person by the Lenders or the Agent or a receiver, receiver-manager or similar person appointed hereunder or under applicable law (collectively, the “Indemnified Third Party”); but excluding any Environmental Claims or liabilities relating thereto to the extent that such Environmental Claims or liabilities arise by reason of the gross negligence or wilful misconduct of the Indemnified Party or the Indemnified Third Party claiming indemnity hereunder. The provisions of this Section shall survive the repayment of the Obligationsclaim.

Environmental Indemnity. The Borrower (a) Mortgagor shall indemnify protect, indemnify, save, defend, and hold harmless Mortgagee and all officers, directors, stockholders, partners, employees, agents, successors and assigns thereof (collectively, the "Indemnified Parties forthwith on demand by the Agent Environmental Parties") from and against any and all claimsliability, suitsloss, damage, actions, debtscauses of action, damages, costs, losses, liabilities, penalties, obligations, judgments, charges, costs or expenses and disbursements whatsoever (including without limitation, all reasonable legal attorneys' fees and disbursements on expenses) and any and all claims, suits and judgments which any Indemnified Environmental Party may suffer, as a solicitor and his own client basisresult of or with respect to: (a) any Environmental Claim relating to or arising from the Premises or any portion thereof; (b) the violation of any nature whatsoever, suffered or incurred by the Indemnified Parties or any of them Environmental Law in connection with the Credit FacilityPremises or any portion thereof; (c) any release, spill, or the presence of any Hazardous Substances affecting the Premises or any portion thereof or any real property adjoining the Premises; and (d) the presence at, in, on or under, or the release, escape, seepage, leakage, discharge or migration at or from, the Premises or any portion thereof of any Hazardous Substances, whether as beneficiaries or not such condition was known or unknown to Mortgagor provided that, in each case, Mortgagor may be relieved of its obligation under the Documents, as successors in interest this subsection if any of the Borrower or any matters referred to in clauses (a) through (d) above did not occur (but need not have been discovered) prior to (1) the foreclosure of its Subsidiaries, or voluntary transfer in lieu of foreclosure, or otherwise howsoever, this Mortgage with respect to any Environmental Claims relating the Premises or the applicable portion thereof, (2) the delivery by Mortgagor to Mortgagee of a deed- or assignment-in-lieu of foreclosure with respect to the property Premises or the applicable portion thereof, or (3) Mortgagee's taking possession and control the Premises or the applicable portion thereof after the occurrence of the Borrower or any an Event of its Subsidiaries arising under any Environmental Laws as Default hereunder and such obligation is a result of the past, present acts or future operations of the Borrower or any of its Subsidiaries (or any predecessor in interest to the Borrower or its Subsidiaries) relating to the property of the Borrower or its Subsidiaries, or the past, present or future condition omissions of any part of the property of the Borrower or its Subsidiaries owned, operated or leased by the Borrower or its Subsidiaries (or Indemnified Party. If any such predecessor in interestaction or other proceeding shall be brought against Mortgagee, upon written notice from Mortgagor to Mortgagee (given reasonably promptly following Mortgagee's notice to Mortgagor of such action or proceeding), including any liabilities arising as Mortgagor shall be entitled to assume the defense thereof, at Mortgagor's expense, with counsel reasonably acceptable to Mortgagee; provided, however, that Mortgagee may, at its own expense, retain separate counsel to participate in such defense, but such participation shall not be deemed to give Mortgagee a result right to control such defense, which right Mortgagor expressly retains. Notwithstanding the foregoing, each Indemnified Environmental Party shall have the right to employ separate counsel at Mortgagor's expense if, in the reasonable opinion of any indemnity covering legal counsel to such Indemnified Environmental Claims given to any person by the Lenders Party, a conflict or the Agent or a receiver, receiver-manager or similar person appointed hereunder or under applicable law (collectively, the “Indemnified Third Party”); but excluding any Environmental Claims or liabilities relating thereto to the extent that such Environmental Claims or liabilities arise by reason of the gross negligence or wilful misconduct of potential conflict exists between the Indemnified Environmental Party or and Mortgagor that would make such separate representation advisable. (b) Mortgagor covenants that it shall diligently pursue to completion the Indemnified Third Party claiming indemnity hereunder. The provisions of this Section shall survive the repayment of the Obligations.recommendations made in that certain Phase I Environmental Site Assessment dated June 18, 1998, prepared by General Consolidated Industries, Inc.

Environmental Indemnity. The Borrower shall indemnify (a) Each of the Company and the Guarantors jointly and severally agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless the Indemnified Parties forthwith on demand by Trustee and each Holder and each of their respective Affiliates and each and all of the Agent directors, officers, partners, trustees, employees, attorneys and agents, and (in each case) their respective heirs, representatives, successors and assigns (each of the foregoing, an “Indemnitee”) from and against any and all claims, suits, actions, debts, damages, costs, losses, liabilities, penalties, obligations, judgments, charges, expenses and disbursements (including without limitation, all reasonable legal fees and disbursements on a solicitor and his own client basis) of any nature whatsoever, suffered or incurred by the Indemnified Parties or any of them in connection with the Credit Facility, whether as beneficiaries under the Documents, as successors in interest of the Borrower or any of its Subsidiaries, or voluntary transfer in lieu of foreclosure, or otherwise howsoever, Liabilities; provided that no Indemnitee shall be entitled to indemnification hereunder with respect to any Environmental Claims relating to the property of the Borrower or any of its Subsidiaries arising under any Environmental Laws as a result of the past, present or future operations of the Borrower or any of its Subsidiaries (or any predecessor in interest to the Borrower or its Subsidiaries) relating to the property of the Borrower or its Subsidiaries, or the past, present or future condition of any part of the property of the Borrower or its Subsidiaries owned, operated or leased by the Borrower or its Subsidiaries (or any such predecessor in interest), including any liabilities arising as a result of any indemnity covering Environmental Claims given to any person by the Lenders or the Agent or a receiver, receiver-manager or similar person appointed hereunder or under applicable law (collectively, the “Indemnified Third Party”); but excluding any Environmental Claims or liabilities relating thereto Liability to the extent that such Environmental Claims or liabilities arise Indemnified Liability is found by reason a final and nonappealable decision of a court of competent jurisdiction to have resulted directly and primarily from the gross negligence or wilful willful misconduct of such Indemnitee. (b) All amounts due under Section 10.11(a) hereof shall be payable not later than 10 days after written demand therefor. (c) To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in Section 10.11(a) hereof may be unenforceable in whole or in part because they are violative of any law or public policy, each of the Company and Guarantors shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Party Liabilities incurred by Indemnitees or any of them. (d) Neither the Company nor any Guarantor shall ever assert any claim against any Indemnitee, on any theory of liability, for any lost profits or special, indirect or consequential damages or (to the fullest extent lawful) any punitive damages arising out of, in connection with, or as a result of, this Indenture or any other Noteholder Document or any agreement or instrument or transaction contemplated hereby or relating in any respect to any Indemnified Third Party claiming indemnity hereunder. Liability, and each of the Company and Guarantors hereby forever waives, releases and agrees not to sue upon any claim for any such lost profits or special, indirect, consequential or (to the fullest extent lawful) punitive damages, whether or not accrued and whether or not known or suspected to exist in its favor. (e) The provisions of agreements in this Section 10.11 shall survive the repayment of the ObligationsNotes and all other amounts payable hereunder and the resignation and removal of the Trustee or Collateral Agent.

Environmental Indemnity. The Without limiting Section 11.3(a) hereof, each Borrower shall indemnify pay, indemnify, defend, and hold harmless the each Indemnified Parties forthwith on demand by the Agent from and Person against any and all Environmental Liabilities and Costs and all other claims, demands, penalties, fines, liability (including strict liability), losses, damages, costs and expenses (including reasonable legal fees and expenses, consultant fees and laboratory fees), arising out of (i) any releases or threatened releases of any Hazardous Materials (x) at any property presently or formerly owned or operated by such Borrower or any Subsidiary of such Borrower, or any predecessor in interest, or (y) generated and disposed of by such Borrower or any Subsidiary of such Borrower, or any predecessor in interest; (ii) any violations of Environmental Laws; (iii) any Environmental Action relating to such Borrower or any Subsidiary of such Borrower, or any predecessor in interest; (iv) any personal injury (including wrongful death) or property damage (real or personal) arising out of exposure to Hazardous Materials used, handled, generated, transported or disposed by such Borrower or any Subsidiary of such Borrower, or any predecessor in interest; and (v) any breach of any warranty or representation regarding environmental matters made by the Loan Parties in Section 5.14 or the breach of any covenant made by the Loan Parties in Section 6.15. The foregoing to the contrary notwithstanding, Borrowers shall have no obligation to any Indemnified Person under this Section 11.3 with respect to any of the foregoing claims, demands, suits, actions, debtsinvestigations, proceedings, and damages, costs, losses, liabilities, penalties, obligations, judgments, charges, expenses and disbursements (including without limitation, all reasonable legal attorneys fees and disbursements on and other costs and expenses (collectively, the "Indemnified Liabilities") that a solicitor and his own client basis) court of any nature whatsoever, suffered competent jurisdiction finally determines to have resulted from the gross negligence or incurred by the willful misconduct of such Indemnified Parties or any of them in connection with the Credit Facility, whether as beneficiaries under the Documents, as successors in interest of the Borrower Person (or any of its Subsidiariesofficers, directors, employees, agents, or voluntary transfer in lieu of foreclosure, or otherwise howsoever, with respect to any Environmental Claims relating to attorneys-in-fact). This provision shall survive the property of the Borrower or any of its Subsidiaries arising under any Environmental Laws as a result of the past, present or future operations of the Borrower or any of its Subsidiaries (or any predecessor in interest to the Borrower or its Subsidiaries) relating to the property of the Borrower or its Subsidiaries, or the past, present or future condition of any part of the property of the Borrower or its Subsidiaries owned, operated or leased by the Borrower or its Subsidiaries (or any such predecessor in interest), including any liabilities arising as a result of any indemnity covering Environmental Claims given to any person by the Lenders or the Agent or a receiver, receiver-manager or similar person appointed hereunder or under applicable law (collectively, the “Indemnified Third Party”); but excluding any Environmental Claims or liabilities relating thereto to the extent that such Environmental Claims or liabilities arise by reason of the gross negligence or wilful misconduct of the Indemnified Party or the Indemnified Third Party claiming indemnity hereunder. The provisions termination of this Section shall survive Agreement and the repayment of the Obligations. If any Indemnified Person makes any payment to any other Indemnified Person with respect to an Indemnified Liability as to which Borrowers were required to indemnify the Indemnified Person receiving such payment, the Indemnified Person making such payment is entitled to be indemnified and reimbursed by Borrowers with respect thereto. WITHOUT LIMITATION, THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PERSON WITH RESPECT TO INDEMNIFIED LIABILITIES WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF ANY NEGLIGENT ACT OR OMISSION OF SUCH INDEMNIFIED PERSON OR OF ANY OTHER PERSON.

Environmental Indemnity. The Borrower shall indemnify hereby indemnifies and agrees to defend and hold harmless the Lenders and the Agent and their respective Affiliates, officers, directors, employees, agents and attorneys (in this Section, each an "Environmental Indemnified Parties Party") forthwith on demand by the Agent from and against any and all claims, suits, actions, debts, damages, costs, losses, liabilities, penalties, obligations, judgments, charges, expenses and disbursements (including including, without limitation, all reasonable legal fees and disbursements on a solicitor and his own client basis) of any nature whatsoever, suffered or incurred by the Environmental Indemnified Parties or any of them in connection with the Credit Facility, whether as beneficiaries under the Documents, as successors in interest of the Borrower or any of its Subsidiaries, or voluntary transfer in lieu of foreclosure, or otherwise howsoever, Facility with respect to any Environmental Claims claims relating to the any property of the Borrower or any of its or any of a Guarantor's Subsidiaries arising under any Environmental Laws as a result of the past, present or future operations of the Borrower or any of its or any of a Guarantor's Subsidiaries (or any predecessor in interest to the Borrower or any of its or any of a Guarantor's Subsidiaries) relating to the property of the Borrower or its Subsidiaries, or the past, present or future condition of any part of the any property of the Borrower or its Subsidiaries owned, operated or leased by the Borrower or by any of its or any of a Guarantor's Subsidiaries (or any such predecessor in interest). Notwithstanding the foregoing, provided there exists no subsisting Event of Default: (a) the relevant Lender or the Agent, as the case may be, shall give notice to the Borrower of its claim for indemnity including the particulars of such claim before enforcing its right to indemnification; (b) the Environmental Indemnified Parties will not settle any liabilities arising as a result claim in respect of which they seek indemnity from the Borrower pursuant to this Section 6.6 without the Borrower's consent, such consent not to be unreasonably withheld; and (c) the Environmental Indemnified Parties shall permit the Borrower to defend any such claim on condition that the Borrower has no conflict of interest with the Environmental Indemnified Parties in so doing, the Environmental Indemnified Parties are not prejudiced by the Borrower's defence of the claim and the Borrower keeps the Environmental Indemnified Parties fully apprised of the status of any indemnity covering Environmental Claims given proceedings relating to any person by the Lenders or the Agent or a receiver, receiver-manager or similar person appointed hereunder or under applicable law (collectively, the “Indemnified Third Party”); but excluding any Environmental Claims or liabilities relating thereto to the extent that such Environmental Claims or liabilities arise by reason of the gross negligence or wilful misconduct of the Indemnified Party or the Indemnified Third Party claiming indemnity hereunderclaim. The provisions of this Section shall survive the repayment of the Obligations.-60- Execution Form CAL_LAW\ 1265540\5

Environmental Indemnity. The Borrower (i) Tenant shall indemnify protect, indemnify, defend (with counsel satisfactory to Landlord) and hold harmless the Indemnified Parties forthwith on demand by the Agent Landlord and its directors, officers, partners, employees, agents, lenders, and ground Tenants, if any, and their respective successors and assigns for, from and against any and all claims, suits, actions, debtslosses, damages, claims, costs, losses, liabilitiesexpenses, penalties, obligationsfines and liabilities of any kind (including, judgments, charges, expenses and disbursements (including without limitation, all reasonable legal fees and disbursements on a solicitor and his own client basis) the cost of any nature whatsoeverinvestigation, suffered remediation and cleanup, and attorneys’ fees) which, in Landlord’s reasonable opinion, are attributable to (i) any Environmental Activity on the Premises undertaken or incurred committed by Tenant or Tenant’s Agents or caused by the Indemnified Parties negligence of such persons during the Term of this Lease, (ii) any remedial or clean-up work undertaken by or for Tenant in connection with Tenant’s Environmental Activities or Tenant’s compliance with Environmental Laws, or (iii) the breach by Tenant of any of them 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 Credit FacilityEnvironmental Activities of Tenant or Tenant’s Agents. Landlord may also negotiate, whether as beneficiaries defend, approve and appeal any action taken or issued by any applicable governmental authority with regard to contamination of the Premises by a Hazardous Material. Any costs or expenses incurred by Landlord for which Tenant is responsible under the Documentsthis Section 18 or for which Tenant has indemnified Landlord shall be reimbursed by Tenant on demand, as successors in additional rent and with interest of the Borrower or any of its Subsidiariesthereon, or voluntary transfer in lieu of foreclosure, or otherwise howsoever, with respect to any Environmental Claims relating to the property of the Borrower or any of its Subsidiaries arising under any Environmental Laws as a result of the past, present or future operations of the Borrower or any of its Subsidiaries (or any predecessor in interest to the Borrower or its Subsidiariesprovided by Section 17(d) relating to the property of the Borrower or its Subsidiaries, or the past, present or future condition of any part of the property of the Borrower or its Subsidiaries owned, operated or leased by the Borrower or its Subsidiaries (or any such predecessor in interest), including any liabilities arising as a result of any indemnity covering Environmental Claims given to any person by the Lenders or the Agent or a receiver, receiver-manager or similar person appointed hereunder or under applicable law (collectively, the “Indemnified Third Party”); but excluding any Environmental Claims or liabilities relating thereto to the extent that such Environmental Claims or liabilities arise by reason of the gross negligence or wilful misconduct of the Indemnified Party or the Indemnified Third Party claiming indemnity hereunder. The provisions of this Section Lease. This indemnity shall survive the repayment termination of this Lease. (ii) Landlord shall protect, indemnify, defend (with counsel satisfactory to Tenant) and hold harmless Tenant and its directors, officers, partners, employees, agents and lenders, and their respective successors and assigns for, from and against any and all losses, damages, claims, costs, expenses, penalties, fines and liabilities of any kind (including, without limitation, the Obligationscost of any investigation, remediation and cleanup, and attorneys’ fees) arising during the Term which are attributable to the presence of Hazardous Materials in or on the Premises and existing prior to the Commencement Date.

Environmental Indemnity. The Borrower shall indemnify and hold harmless the Indemnified Parties forthwith on demand by the Agent from and against any and all claims, suits, actions, debts, damages, costs, losses, liabilities, penalties, obligations, judgments, charges, expenses and disbursements (including without limitation, all reasonable legal fees and disbursements on a solicitor and his own client basis) of any nature whatsoever, suffered or incurred by the Indemnified Parties or any of them in connection with the any Credit Facility, whether as beneficiaries under the Documents, as successors in interest of the Borrower or any of its Subsidiaries, or voluntary transfer in lieu of foreclosure, or otherwise howsoever, with respect to any Environmental Claims relating to the property of the Borrower or any of its Subsidiaries arising under any Environmental Laws as a result of the past, present or future operations of the Borrower or any of its Subsidiaries (or any predecessor in interest to the Borrower or its Subsidiaries) relating to the property of the Borrower or its Subsidiaries, or the past, present or future condition of any part of the property of the Borrower or its Subsidiaries owned, operated or leased by the Borrower or its Subsidiaries (or any such predecessor in interest), including any liabilities arising as a result of any indemnity covering Environmental Claims given to any person by the Lenders or the Agent or a receiver, receiver-receiver manager or similar person appointed hereunder or under applicable law (collectively, the “"Indemnified Third Party”"); but excluding any Environmental Claims or liabilities relating thereto to the extent that such Environmental Claims or liabilities arise by reason of the gross negligence or wilful misconduct of the Indemnified Party or the Indemnified Third Party claiming indemnity hereunder, as determined in a final, non-appealable judgment by a court of competent jurisdiction. The provisions of this Section shall survive the repayment of the Obligations.

Environmental Indemnity. The Borrower shall indemnify (a) Subject to subsection (c) of this Section, the Corporation hereby indemnifies and hold holds harmless the Debenture Trustee, its directors, officers, employees, and agents, and all of their respective representatives, heirs, successors and assigns (collectively the "Indemnified Trustee Parties") against any loss, expenses, claim, proceedings, judgment, liability or asserted liability (including strict liability and including costs and expenses of abatement and remediation of spills or releases of contaminants and including liabilities of the Indemnified Trustee Parties forthwith on demand to third parties [including governmental agencies] in respect of bodily injuries, property damage, damage to or impairment of the environment or any other injury or damage and including liabilities of the Indemnified Trustee Parties to third parties for the third parties' foreseeable and unforeseeable consequential damages) incurred as a result of: (i) the administration of the trust created hereby; (ii) the exercise by the Agent Debenture Trustee of any rights hereunder; which result from or relate, directly or indirectly, to: (A) the presence or release of any contaminants, by any means or for any reason, on the Collateral, whether or not release or presence of the contaminants was under the control, care or management of the Corporation or of a previous owner, or of a tenant; (B) any contaminant present on or released from any contiguous property to the Collateral; or (C) the breach or alleged breach of any environmental laws by the Corporation. (b) For purposes of this Section, "liability" shall include (i) liability of an Indemnified Trustee Party for costs and against any expenses of abatement and all claimsremediation of spills and releases of contaminants, suits(ii) liability of an Indemnified Trustee Party to a third party to reimburse the third party for bodily injuries, actionsproperty damages and other injuries or damages which the third party suffers, debtsincluding (to the extent, damagesif any, that the Indemnified Trustee Party is liable therefor) foreseeable and unforeseeable consequential damages suffered by the third party and (iii) liability of the Indemnified Trustee Party for damage suffered by the third party, (iv) liability of an Indemnified Trustee Party for damage to or impairment of the environment and (v) liability of an Indemnified Trustee Party for court costs, lossesexpenses of alternative dispute resolution proceedings, liabilities, penalties, obligations, judgments, charges, expenses and disbursements (including without limitation, all reasonable legal fees and disbursements of expert consultants and legal counsel on a solicitor and his own client basis. (c) The obligations of any nature whatsoever, suffered or incurred by the Corporation to the Indemnified Trustee Parties or any of them in connection with the Credit Facility, whether as beneficiaries under the Documents, as successors in interest of the Borrower or any of its Subsidiaries, or voluntary transfer in lieu of foreclosure, or otherwise howsoever, with respect to any Environmental Claims relating to the property of the Borrower or any of its Subsidiaries arising under any Environmental Laws as a result of the past, present or future operations of the Borrower or any of its Subsidiaries subsection (or any predecessor in interest to the Borrower or its Subsidiariesa) relating to the property of the Borrower or its Subsidiaries, or the past, present or future condition of any part of the property of the Borrower or its Subsidiaries owned, operated or leased by the Borrower or its Subsidiaries (or any such predecessor in interest), including any liabilities arising as a result of any indemnity covering Environmental Claims given to any person by the Lenders or the Agent or a receiver, receiver-manager or similar person appointed hereunder or under applicable law (collectively, the “Indemnified Third Party”); but excluding any Environmental Claims or liabilities relating thereto to the extent that such Environmental Claims or liabilities arise by reason of the gross negligence or wilful misconduct of the Indemnified Party or the Indemnified Third Party claiming indemnity hereunder. The provisions of this Section shall survive the repayment of the Obligationsbe joint and several.

Environmental Indemnity. The Borrower Company shall and does hereby indemnify and hold harmless the Indemnified Parties Parties, forthwith on demand by the Agent Trustee or such Indemnified Party, from and against any and all claims, suits, actions, debts, damages, costs, losses, liabilities, penalties, obligations, judgments, charges, expenses and disbursements (including without limitation, all reasonable legal fees and disbursements on a solicitor and his own client basis) of any nature whatsoever, suffered or incurred by the Indemnified Parties or any of them in connection with the Credit Facility, whether as beneficiaries under the Documents, as successors in interest of the Borrower or any of its Subsidiaries, or voluntary transfer in lieu of foreclosure, or otherwise howsoever, with respect to any Environmental Claims relating to the property of the Borrower Company or any of its Subsidiaries arising under any Environmental Laws as a result of the past, present or future operations of the Borrower Company or any of its Subsidiaries (or any predecessor in interest to the Borrower Company or any of its Subsidiaries) relating to the property of the Borrower Company or of its Subsidiaries, or the past, present or future condition of any part of the property of the Borrower Company or its Subsidiaries Subsidiaries, whether owned, operated or leased by the Borrower Company or by any of its Subsidiaries (Subsidiaries, or any such predecessor in interest), including any liabilities arising as a result of any indemnity covering Environmental Claims given to any person by the Lenders or the Agent or a receiver, receiver-manager or similar person appointed hereunder or under applicable law (collectively, the “Indemnified Third Party”); interest but excluding any Environmental Claims or liabilities relating thereto to the extent that such Environmental Claims or liabilities arise by reason of the gross negligence or wilful willful misconduct of the Indemnified Party or the Indemnified Third Party claiming indemnity hereunder. The provisions of this This Section shall survive the repayment of the ObligationsObligations and termination of this Indenture. The Trustee hereby accepts the trusts in this Indenture upon the terms and conditions herein set forth.

Environmental Indemnity. The Borrower shall indemnify and hold harmless the Agent and the Lenders including a receiver, receiver-manager or similar person appointed under Applicable Law and their respective Affiliates, officers, directors, employees and agents (collectively in this Section, the “Indemnified Parties Parties”) forthwith on demand by the Agent from and against any and all claims, suits, actions, debts, damages, costs, losses, liabilities, penalties, obligations, judgments, charges, expenses and disbursements (including without limitation, all reasonable legal fees and disbursements on a solicitor and his own client basis) of any nature whatsoever, suffered or incurred by the Indemnified Parties or any of them in connection with the Credit Facility, whether as beneficiaries under the Loan Documents, as successors in interest of the Borrower or any of its Subsidiaries, or voluntary transfer in lieu of foreclosure, or otherwise howsoever, with respect to any Environmental Claims relating to the property of the Borrower or any of its Subsidiaries arising under any Environmental Laws as a result of the past, present or future operations of the Borrower or any of its Subsidiaries (or any predecessor in interest to the Borrower or its Subsidiaries) relating to the property of the Borrower or its Subsidiaries, or the past, present or future condition of any part of the property of the Borrower or its Subsidiaries owned, operated or leased by the Borrower or its Subsidiaries (or any such predecessor in interest), including any liabilities arising as a result of any indemnity covering Environmental Claims given to any person by the Lenders or the Agent or a receiver, receiver-manager or similar person appointed hereunder or under applicable law Applicable Law (collectively, the “Indemnified Third Party”); but excluding any Environmental Claims or liabilities relating thereto to the extent that such Environmental Claims or liabilities arise by reason of the gross negligence or wilful willful misconduct of the Indemnified Party or the Indemnified Third Party claiming indemnity hereunder. The provisions of this Section shall survive the repayment of the ObligationsObligations and cancellation of the Credit Facility.

Environmental Indemnity. The Borrower shall indemnify hereby indemnifies and hold holds harmless the Indemnified Parties forthwith on demand by each of the Agent from and against the Lenders, including their respective directors, officers, shareholders, employees, consultants and agents (collectively the "Indemnified Parties"), for any and all claims, suits, actions, debts, damages, costs, losses, liabilitiesdamages, penalties, obligationsexpenses, judgments, chargessuits, expenses claims, awards, fines, sanctions and disbursements liabilities whatsoever (including without limitation, all any reasonable legal fees costs or expenses of defending or denying the same and disbursements on a solicitor and his own client basisincluding the reasonable costs or expenses of preparing any environmental assessment report or other such reports) of any nature whatsoever, suffered or incurred by an Indemnified Party (collectively a "Claim"), by reason of being a Lender or the Indemnified Parties or any of them in connection with the Credit FacilityAgent under this Agreement, whether as beneficiaries under the Documents, as successors in interest of the Borrower or any of its Subsidiaries, or voluntary transfer in lieu of foreclosure, or otherwise howsoever, with respect to any Environmental Claims relating to the property of the Borrower or any of its Subsidiaries arising under any Environmental Laws as a result of or in connection with: (a) the past, present or future operations of the Borrower or any of its Subsidiaries (or any predecessor in interest to the Borrower or its Subsidiaries) relating to the property of the Borrower or its Subsidiaries, or the past, present or future condition Release of any part of Contaminant into the property of Environment; and (b) the Borrower or its Subsidiaries ownedremedial action, operated or leased if any, required to be taken by the Borrower or its Subsidiaries (or any such predecessor in interest), including any liabilities arising as a result of any indemnity covering Environmental Claims given to any person by the Lenders or the Agent or a receiverthe Lenders in respect of any such Release, receiver-manager or similar person appointed hereunder or under applicable law (collectively, the “Indemnified Third Party”); but excluding any Environmental Claims or liabilities relating thereto except in such cases where and to the extent that any such Environmental Claims or liabilities arise by reason of Claim arises from the gross negligence or wilful misconduct of such Indemnified Party. This indemnity will survive repayment or cancellation of the Indemnified Party Credit Facility or any part thereof, including any termination of the Indemnified Third Party claiming indemnity hereunder. The other provisions of this Section shall survive Agreement. Other than for costs and expenses incurred by the repayment Indemnified Parties for investigating, defending or denying a Claim or preparing any necessary environmental assessment report or other reports in connection with any Claim (the reasonable costs thereof to be paid forthwith by the Borrower on demand therefore), the Indemnified Parties will not request indemnification from the Borrower unless an Indemnified Party is required by Law, based on the advice of such Indemnified Party's counsel, to honour a Claim or any part thereof. The Indemnified Parties will be entitled, but not obligated, to negotiate any settlement of a Claim in consultation with the ObligationsBorrower, and any such settlement will be binding on the Parties.

Environmental Indemnity. The Each of (a) Nexen and (b) with respect to (i) the Credit Facility established in favour of each other Borrower and (ii) it, its Subsidiaries and their respective property and operations, each other Borrower shall indemnify and hold harmless the Indemnified Parties forthwith on demand by the applicable Agent from and against any and all claims, suits, actions, debts, damages, costs, losses, liabilities, penalties, obligations, judgments, charges, expenses and disbursements (including without limitation, all reasonable legal fees and disbursements on a solicitor and his own client basis) of any nature whatsoever, suffered or incurred by the Indemnified Parties or any of them in connection with the Credit Facilities (or applicable Credit Facility, in the case of a Borrower other than Nexen), whether as beneficiaries under the Documents, as successors in interest of the a Borrower or any of its Subsidiaries, or voluntary transfer in lieu of foreclosure, or otherwise howsoever, with respect to any Environmental Claims relating to the property of the a Borrower or any of its Subsidiaries arising under any Environmental Laws as a result of the past, present or future operations of the a Borrower or any of its Subsidiaries (or any predecessor in interest to the a Borrower or any of its Subsidiaries) relating to the property of the a Borrower or of its Subsidiaries, or the past, present or future condition of any part of the property of the a Borrower or its Subsidiaries owned, operated or leased by the a Borrower or by any of its Subsidiaries (or any such predecessor in interest), including any liabilities arising as a result of any indemnity covering Environmental Claims given to any person by the applicable Lenders or the applicable Agent or a receiver, receiver-manager or similar person appointed hereunder or under applicable law (collectively, the “Indemnified Third Party”); but excluding any Environmental Claims or liabilities relating thereto to the extent that such Environmental Claims or liabilities arise by reason of the gross negligence or wilful misconduct of the Indemnified Party or the Indemnified Third Party claiming indemnity hereunder. The provisions of this Section shall survive the repayment of the Obligations.

Environmental Indemnity. The Without in any way limiting the indemnity obligation set out in Section 6.06, the Borrower and each Guarantor shall at all times indemnify and hold harmless the each Indemnified Parties forthwith on demand by the Agent Person against and from and against any and all claims, suits, actions, debts, damages, costs, losses, liabilities, penalties, obligations, judgments, charges, expenses and disbursements (including without limitation, all reasonable legal fees and disbursements on a solicitor and his own client basis) Losses of any nature whatsoeverwhatsoever suffered or incurred by any Indemnified Person upon realization upon any Security Document or the Borrower's, any Restricted Subsidiaries' or any English Finance Structure Companies' assets, or as a result of any order, investigation or action by any Governmental Authority relating to the Borrower, any Restricted Subsidiary or any English Finance Structure Company or its business or assets, or as mortgagee in possession of any property of any Obligor, or as successor-in-interest to any Obligor by foreclosure deed or deed in lieu of foreclosure, or under or on account of any Environmental Law or Environmental Activity including the assertion of any Lien thereunder, with respect to any one or more of the following: (a) the Release or threat of Release of a Contaminant, or the presence of any Contaminant at, on or near any real property owned, leased or controlled by the Borrower, any Restricted Subsidiary or any English Finance Structure Company, whether or not the same originates or emanates from such property or any contiguous real property; (b) the Release of a Contaminant owned by, or under the charge, management or control of the Borrower, any Restricted Subsidiary or any English Finance Structure Company or any predecessor of or assignor to the Borrower, any Restricted Subsidiary or any English Finance Structure Company, at a place other than real property owned, leased or controlled by the Borrower, any Restricted Subsidiary or any English Finance Structure Company; (c) any costs of removal or remedial action incurred by any Governmental Authority or any costs or damages incurred by any Person as a result of injury to, destruction of or loss of natural resources in relation to any real property owned, leased or controlled by the Borrower, any Restricted Subsidiary or any English Finance Structure Company or any contiguous real property or elsewhere, including reasonable costs of assessing injury, destruction or loss; (d) liability for personal injury or property damage arising under any statutory or common law, including damages assessed for the maintenance of a public or private nuisance or for the carrying on of a dangerous activity at, on or near any property owned, leased or controlled by the Borrower, any Restricted Subsidiary or any English Finance Structure Company or elsewhere; and (e) any other environmental matter within the jurisdiction of any Governmental Authority, provided that no indemnification shall enure to the extent suffered or incurred by the Indemnified Parties or any of them in connection with the Credit Facility, whether as beneficiaries under the Documents, as successors in interest of the Borrower or any of its Subsidiaries, or voluntary transfer in lieu of foreclosure, or otherwise howsoever, with respect to any Environmental Claims relating to the property of the Borrower or any of its Subsidiaries arising under any Environmental Laws Person as a result of the past, present or future operations of the Borrower or any of its Subsidiaries (or any predecessor in interest to the Borrower or its Subsidiaries) relating to the property of the Borrower or its Subsidiaries, or the past, present or future condition of any part of the property of the Borrower or its Subsidiaries owned, operated or leased by the Borrower or its Subsidiaries (or any such predecessor in interest), including any liabilities arising as a result of any indemnity covering Environmental Claims given to any person by the Lenders or the Agent or a receiver, receiver-manager or similar person appointed hereunder or under applicable law (collectively, the “Indemnified Third Party”); but excluding any Environmental Claims or liabilities relating thereto to the extent that such Environmental Claims or liabilities arise by reason of the gross negligence or wilful misconduct of the Indemnified Party or the Indemnified Third Party claiming indemnity hereunderPerson. The provisions obligations of the Borrower and each Guarantor under this Section shall survive arise upon the repayment discovery of the Obligationspresence of any Contaminant, whether or not any Governmental Authority has taken or threatened any action in connection with the presence of any Contaminant. The Borrower and each Guarantor shall be liable for any obligation arising under this Section even if the amount of liability incurred exceeds the amount of the Credit Facilities outstanding or available at any time.

Environmental Indemnity. The Each Borrower shall indemnify and hold harmless the Indemnified Parties forthwith on demand by the Agent from and against any and all claims, suits, actions, debts, damages, costs, losses, liabilities, penalties, obligations, judgments, charges, expenses and disbursements (including without limitation, all reasonable legal fees and disbursements on a solicitor and his own client basis) of any nature whatsoever, suffered or incurred by the Indemnified Parties or any of them in connection with the any Credit Facility, whether as beneficiaries under the Documents, as successors in interest of the Borrower Borrowers or any of its their Subsidiaries, or voluntary transfer in lieu of foreclosure, or otherwise howsoever, with respect to any Environmental Claims relating to the property of the a Borrower or any of its their Subsidiaries arising under any Environmental Laws as a result of the past, present or future operations of the Borrower Borrowers or any of its their Subsidiaries (or any predecessor in interest to the Borrower Borrowers or its their Subsidiaries) relating to the property of the Borrower Borrowers or its their Subsidiaries, or the past, present or future condition of any part of the property of the Borrower Borrowers or its their Subsidiaries owned, operated or leased by the Borrower Borrowers or its their Subsidiaries (or any such predecessor in interest), including any liabilities arising as a result of any indemnity covering Environmental Claims given to any person by the Lenders or the Agent or a receiver, receiver-receiver manager or similar person appointed hereunder or under applicable law (collectively, the “Indemnified Third Party”); but excluding any Environmental Claims or liabilities relating thereto to the extent that such Environmental Claims or liabilities (a) arise by reason of the gross negligence or wilful misconduct of the Indemnified Party or the Indemnified Third Party claiming indemnity hereunderhereunder or the material breach of a Document by such Indemnified Party or Indemnified Third Party or (b) are in connection with a claim brought by a Borrower, an Indemnified Party or and Indemnified Third Party against an Indemnified Party or Indemnified Third Party (only) or by an Indemnified Party or Indemnified Third Party against a Borrower. The provisions of this Section shall survive the repayment of the Obligations. For the purposes of providing the benefit of the indemnities contained in Sections 14.2 and 14.3 in favour of the Indemnified Parties and Indemnified Third Parties which are not a party hereto, the applicable Lender or the Agent, as the case may be, shall, in addition to contracting on its own behalf, be deemed to be contracting as agent and trustee for and on behalf of such persons.

Environmental Indemnity. The Each Borrower shall indemnify and hold harmless the Indemnified Parties forthwith on demand by the Agent from and against any and all claims, suits, actions, debts, damages, costs, losses, liabilities, penalties, obligations, judgments, charges, expenses and disbursements (including without limitation, all reasonable legal fees and disbursements on a solicitor and his own client basis) of any nature whatsoever, suffered or incurred by the Indemnified Parties or any of them in connection with the any Credit Facility, whether as beneficiaries under the Documents, as successors in interest of the a Borrower or any of its Subsidiaries, or voluntary transfer in lieu of foreclosure, or otherwise howsoever, with respect to any Environmental Claims relating to the property of the a Borrower or any of its Subsidiaries arising under any Environmental Laws as a result of the past, present or future operations of the a Borrower or any of its Subsidiaries (or any predecessor in interest to the a Borrower or any of its Subsidiaries) relating to the property of the a Borrower or its Subsidiaries, or the past, present or future condition of any part of the property of the a Borrower or its Subsidiaries owned, operated or leased by the a Borrower or its Subsidiaries (or any such predecessor in interest), including any liabilities arising as a result of any indemnity covering Environmental Claims given to any person by the Lenders or the Agent or a receiver, receiver-receiver manager or similar person appointed hereunder or under applicable law (collectively, the “"Indemnified Third Party”"); but excluding any Environmental Claims or liabilities relating thereto to the extent that such Environmental Claims or liabilities arise 31150487.8 by reason of the gross negligence or wilful misconduct of the Indemnified Party or the Indemnified Third Party claiming indemnity hereunder, as determined in a final, non-appealable judgment by a court of competent jurisdiction. The provisions of this Section shall survive the repayment of the Obligations.

Environmental Indemnity. The Borrower shall and does hereby indemnify and hold harmless the Agent and the Lenders (including a receiver, receiver-manager or similar Person appointed under applicable Law) and its and their respective Affiliates, officers, directors, employees and agents (collectively, in this Section, the "Indemnified Parties Parties"), forthwith on demand by the Agent Agent, from and against any and all claims, suits, actions, debts, damages, costs, losses, liabilities, penalties, obligations, judgments, charges, expenses and disbursements (including without limitation, all reasonable legal fees and disbursements on a solicitor and his own client basis) of any nature whatsoever, suffered or incurred by the Indemnified Parties or any of them in connection with the Credit Facility, whether as beneficiaries under the Documents, as successors in interest of the Borrower or any of its Subsidiaries, or voluntary transfer in lieu of foreclosure, or otherwise howsoever, with respect to any Environmental Claims relating to the property of the Borrower or any of its Subsidiaries arising under any Environmental Laws as a result of the past, present or future operations of the Borrower or any of its Subsidiaries (or any predecessor in interest to the Borrower or any of its Subsidiaries) relating to the property of the Borrower or of its Subsidiaries, or the past, present or future condition of any part of the property of the Borrower or its Subsidiaries Subsidiaries, whether owned, operated or leased by the Borrower or by any of its Subsidiaries (Subsidiaries, or any such predecessor in interest), including any liabilities arising as a result of any indemnity covering Environmental Claims given to any person by the Lenders or the Agent or a receiver, receiver-manager or similar person appointed hereunder or under applicable law (collectively, the “Indemnified Third Party”); interest but excluding any Environmental Claims or liabilities relating thereto to the extent that such Environmental Claims or liabilities arise by reason of the gross negligence or wilful misconduct of the Indemnified Party or the Indemnified Third Party claiming indemnity hereunderhereunder as determined by a court of competent jurisdiction in a final, non-appealable judgment. The provisions of this This Section shall survive the repayment of the ObligationsLoan Indebtedness.

Environmental Indemnity. The Borrower shall indemnify (a) Each of the Company and the Guarantors jointly and severally agrees to defend (subject to Indemnitees' selection of counsel), indemnify, pay and hold harmless the Indemnified Parties forthwith on demand by Trustee and each Holder and each of their respective Affiliates and each and all of the Agent directors, officers, partners, trustees, employees, attorneys and agents, and (in each case) their respective heirs, representatives, successors and assigns (each of the foregoing, an "Indemnitee") from and against any and all claimsIndemnified Liabilities; provided, suits, actions, debts, damages, costs, losses, liabilities, penalties, obligations, judgments, charges, expenses and disbursements (including without limitation, all reasonable legal fees and disbursements on a solicitor and his own client basis) of any nature whatsoever, suffered or incurred by the Indemnified Parties or any of them in connection with the Credit Facility, whether as beneficiaries under the Documents, as successors in interest of the Borrower or any of its Subsidiaries, or voluntary transfer in lieu of foreclosure, or otherwise howsoever, no Indemnitee shall be entitled to indemnification hereunder with respect to any Environmental Claims relating to the property of the Borrower or any of its Subsidiaries arising under any Environmental Laws as a result of the past, present or future operations of the Borrower or any of its Subsidiaries (or any predecessor in interest to the Borrower or its Subsidiaries) relating to the property of the Borrower or its Subsidiaries, or the past, present or future condition of any part of the property of the Borrower or its Subsidiaries owned, operated or leased by the Borrower or its Subsidiaries (or any such predecessor in interest), including any liabilities arising as a result of any indemnity covering Environmental Claims given to any person by the Lenders or the Agent or a receiver, receiver-manager or similar person appointed hereunder or under applicable law (collectively, the “Indemnified Third Party”); but excluding any Environmental Claims or liabilities relating thereto Liability to the extent that such Environmental Claims or liabilities arise Indemnified Liability is found by reason a final and nonappealable decision of a court of competent jurisdiction to have resulted directly and primarily from the gross negligence or wilful willful misconduct of such Indemnitee. (b) All amounts due under Section 10.07(a) hereof shall be payable not later than 10 days after written demand therefor. (c) To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in Section 10.07(a) hereof may be unenforceable in whole or in part because they are violative of any law or public policy, each of the Company and Guarantors shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Party Liabilities incurred by Indemnitees or any of them. (d) Neither the Company nor any Guarantor shall ever assert any claim against any Indemnitee, on any theory of liability, for any lost profits or special, indirect or consequential damages or (to the fullest extent lawful) any punitive damages arising out of, in connection with, or as a result of, the Indenture or any other Note Document or any agreement or instrument or transaction contemplated hereby or relating in any respect to any Indemnified Third Party claiming indemnity hereunder. Liability, and each of the Company and Guarantors hereby forever waives, releases and agrees not to xxx upon any claim for any such lost profits or special, indirect, consequential or (to the fullest extent lawful) punitive damages, whether or not accrued and whether or not known or suspected to exist in its favor. (e) The provisions of agreements in this Section 10.07 shall survive the repayment of the ObligationsNotes and all other amounts payable hereunder and the resignation and removal of the Trustee or collateral agent.

Environmental Indemnity. The Borrower shall indemnify hereby indemnifies and hold holds harmless the Indemnified Parties forthwith on demand by each of the Agent from and against the Lenders, including their respective directors, officers, shareholders, employees, consultants and agents (collectively the "Indemnified Parties"), for any and all claims, suits, actions, debts, damages, costs, losses, liabilitiesdamages, penalties, obligationsexpenses, judgments, chargessuits, expenses claims, awards, fines, sanctions and disbursements liabilities whatsoever (including without limitation, all any reasonable legal fees costs or expenses of defending or denying the same and disbursements on a solicitor and his own client basisincluding the reasonable costs or expenses of preparing any environmental assessment report or other such reports) of any nature whatsoever, suffered or incurred by an Indemnified Party (collectively a "Claim"), by reason of being a Lender or the Indemnified Parties or any of them in connection with the Credit FacilityAgent under this Agreement, whether as beneficiaries under the Documents, as successors in interest of the Borrower or any of its Subsidiaries, or voluntary transfer in lieu of foreclosure, or otherwise howsoever, with respect to any Environmental Claims relating to the property of the Borrower or any of its Subsidiaries arising under any Environmental Laws as a result of or in connection with: (a) the past, present or future operations of the Borrower or any of its Subsidiaries (or any predecessor in interest to the Borrower or its Subsidiaries) relating to the property of the Borrower or its Subsidiaries, or the past, present or future condition Release of any part of Contaminant into the property of Environment; and (b) the Borrower or its Subsidiaries ownedremedial action, operated or leased if any, required to be taken by the Borrower or its Subsidiaries (or any such predecessor in interest), including any liabilities arising as a result of any indemnity covering Environmental Claims given to any person by the Lenders or the Agent or a receiverthe Lenders in respect of any such Release, receiver-manager or similar person appointed hereunder or under applicable law (collectively, the “Indemnified Third Party”); but excluding any Environmental Claims or liabilities relating thereto except in such cases where and to the extent that any such Environmental Claims or liabilities arise by reason of Claim arises from the gross negligence or wilful misconduct of such Indemnified Party. This indemnity will survive repayment or cancellation of the Indemnified Party Credit ​ ​ ​ Facility or any part thereof, including any termination of the Indemnified Third Party claiming indemnity hereunder. The other provisions of this Section shall survive Agreement. Other than for costs and expenses incurred by the repayment Indemnified Parties for investigating, defending or denying a Claim or preparing any necessary environmental assessment report or other reports in connection with any Claim (the reasonable costs thereof to be paid forthwith by the Borrower on demand therefore), the Indemnified Parties will not request indemnification from the Borrower unless an Indemnified Party is required by Law, based on the advice of such Indemnified Party's counsel, to honour a Claim or any part thereof. The Indemnified Parties will be entitled, but not obligated, to negotiate any settlement of a Claim in consultation with the ObligationsBorrower, and any such settlement will be binding on the Parties.