Common use of General Indemnity; Environmental Indemnity Clause in Contracts

General Indemnity; Environmental Indemnity. (a) Borrower hereby agrees to indemnify, protect, and hold Lender and its parent, subsidiaries, directors, officers, employees, representatives, agents, successors, assigns, affiliates and attorneys (collectively, with their successors and assigns, the "INDEMNIFIED PARTIES") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses (including, without limitation, attorneys' fees and legal expenses whether or not suit is brought and settlement costs), and disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against any of the Indemnified Parties, in any way relating to or arising out of the Loan Papers or any of the transactions contemplated therein or the performance or exercise of any rights or remedies thereunder (collectively, the "INDEMNIFIED LIABILITIES") to the extent that any of the Indemnified Liabilities results, directly or indirectly, from any claim made (whether or not in connection with any legal action, suit, or proceeding) by or on behalf of any person or entity,INCLUDING MATTERS ARISING OUT OF THE ORDINARY NEGLIGENCE OF THE INDEMNIFIED PARTIES, BUT EXCLUDING MATTERS ARISING OT OF THE FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE INDEMNIFIED PARTIES; provided, however, that Lender shall not be indemnified against any claim resulting from any action taken by Lender with respect to any Collateral subsequent to the foreclosure upon such Collateral by Lender

General Indemnity; Environmental Indemnity. (a) Borrower The Company and each Realty Company, each hereby agrees to indemnify, protect, and hold Lender the Trustee and its parentthe Noteholders and their parents, subsidiaries, directors, officers, employees, representatives, agents, successors, assigns, affiliates and attorneys (collectively, with their successors and assigns, the "INDEMNIFIED PARTIES") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses (including, without limitation, attorneys' fees and legal expenses whether or not suit is brought and settlement costs), and disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against any of the Indemnified Parties, in any way relating to or arising out of the Loan Papers Note Agreement Documents or any of the transactions contemplated therein or the performance or exercise of any rights or remedies thereunder (collectively, the "INDEMNIFIED LIABILITIES") to the extent that any of the Indemnified Liabilities results, directly or indirectly, from any claim made (whether or not in connection with any legal action, suit, or proceeding) by or on behalf of any person or entity,entity other than the Company, the Realty Companies, the partners of the Company or their affiliates, INCLUDING MATTERS ARISING OUT OF THE ORDINARY NEGLIGENCE OF THE INDEMNIFIED PARTIES, BUT EXCLUDING MATTERS ARISING OT OUT OF THE FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE INDEMNIFIED PARTIES; provided, however, that Lender the Trustee and the Noteholders shall not be indemnified against any claim resulting from any action taken by Lender the Trustee and the Noteholders with respect to any Collateral subsequent to the foreclosure upon such Collateral by Lenderthe Trustee and the Noteholders. The provisions of and undertakings and indemnification set forth in this paragraph shall survive the satisfaction and payment of the Obligation and termination of this Agreement. (b) Each Realty Company agrees to promptly pay and discharge when due all debts, claims, liabilities and obligations with respect to any clean-up measures necessary for it to comply with Applicable Environmental Laws affecting the REO Property it owns, provided that, with respect to any single tract or parcel of real property, the Realty Company owning such property shall not be required to take such action if failure to take such action would not have a Material Adverse Effect on its financial condition or would not, in the reasonable opinion of the Trustee, have the potential for creating any liability or claim against the Trustee or the Noteholders. The Company and each Realty Company each hereby agree to indemnify, protect, and hold each of the Indemnified Parties harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, proceedings, costs, expenses (including, without limitation, all reasonable attorneys' fees and legal expenses whether or not suit is brought), and disbursements of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against Indemnified Parties, with respect to or as a direct or indirect result of any violation, or claimed violation of, any Applicable Environmental Laws by such Realty Company or the Company; or with respect to or as a direct or indirect result of such Realty Company's or the Company's generation, manufacture, production, storage, release, threatened release, discharge, disposal of a Hazardous Substance at, on or about any REO Property owned by such Realty Company, Underlying Collateral or any property of the Company or such Realty Company or which secures any indebtedness owed to the Company, including, without limitation, (a) all damages related to any such use, generation, manufacture, production, storage, release, threatened release, discharge, disposal, or presence, or (b) the costs of any required or necessary environmental investigation, monitoring, repair, cleanup, or detoxification and the preparation and implementation of any closure, remedial, or other plans; and provided, however, that the Indemnified Parties shall not be indemnified against any claim resulting from any action taken by the Indemnified Parties with respect to any Collateral or REO Property subsequent to the foreclosure upon such Collateral or REO Property by the Indemnified Parties. The provisions of and undertakings and indemnification set forth in this paragraph shall survive the satisfaction and payment of the Obligation and termination of this Agreement. It shall not be a defense to the covenant of the Company or the Realty Companies to indemnify that the act, omission, event or circumstance did not constitute a violation of any Applicable Environmental Law at the time of its existence or occurrence. The provisions of this SECTION 5.21 shall survive the repayment of the Notes. In the event of the transfer of the Notes or any portion thereof, the Noteholders shall continue to be benefited by this indemnity agreement with respect to the period of such holding of the Notes.

General Indemnity; Environmental Indemnity. (a) Borrower hereby agrees to indemnify, protect, and hold Lender and its parent, subsidiaries, directors, officers, employees, representatives, agents, successors, assigns, affiliates affiliates, and attorneys (collectively, with their successors and assigns, the "INDEMNIFIED PARTIES") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses (including, without limitation, attorneys' fees and legal expenses whether or not suit is brought and settlement costs), and disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against any of the Indemnified Parties, in any way relating to or arising out of the Loan Papers or any of the transactions contemplated therein or the performance or exercise of any rights or remedies thereunder (collectively, the "INDEMNIFIED LIABILITIES") to the extent that any of the Indemnified Liabilities results, directly or indirectly, from any claim made (whether or not in connection with any legal action, suit, or proceeding) by or on behalf of any person or entity,INCLUDING MATTERS ARISING OUT OF THE ORDINARY NEGLIGENCE OF THE INDEMNIFIED PARTIES, BUT EXCLUDING MATTERS ARISING OT OF THE FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE INDEMNIFIED PARTIES; provided, however, that Lender shall not be indemnified against any claim resulting from any action taken by Lender with respect to any Collateral subsequent to the foreclosure upon such Collateral by Lender or for any material breach of Lender's obligations hereunder. The provisions of and undertakings and indemnification set forth in this paragraph shall survive the satisfaction and payment of the Obligation and termination of this Agreement. (b) Borrower agrees to promptly pay and discharge when due all debts, claims, liabilities, and obligations with respect to any clean-up measures necessary for Borrower to comply with Applicable Environmental Laws affecting Borrower, the Mortgaged Property, the REO Property, and the Underlying Real Estate, provided that, with respect to any single tract or parcel of real property, Borrower shall not be required to take such action if failure to take such action would not have a Material Adverse Effect on the financial condition of Borrower or any REO Affiliate or would not, in the reasonable opinion of Lender, have the potential for creating any liability or claim against Lender. Borrower hereby agrees to indemnify, protect, and hold each of the Indemnified Parties harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, proceedings, costs, expenses (including, without limitation, all reasonable attorneys' fees and legal expenses whether or not suit is brought), and disbursements of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against Indemnified Parties, with respect to or as a direct or indirect result of any violation, or claimed violation of, any Applicable Environmental Laws by Borrower; or with respect to or as a direct or indirect result of Borrower's generation, manufacture, production, storage, release, threatened release, discharge, disposal of a Hazardous Substance at, on or about any REO Property, Mortgaged Property, Underlying Real Estate or any property of Borrower or which secures any indebtedness owed to Borrower, including, without limitation, (a) all damages related to any such use, generation, manufacture, production, storage, release, threatened release, discharge, disposal, or presence, or (b) the costs of any required or necessary environmental investigation, monitoring, repair, cleanup, or detoxification and the preparation and implementation of any closure, remedial, or other plans; provided, however, that Lender shall not be indemnified against any claim resulting from any action taken by Lender with respect to any Collateral or REO Property subsequent to the foreclosure upon such Collateral or REO Property by Lender. The provisions of and undertakings and indemnification set forth in this paragraph shall survive the satisfaction and payment of the Obligation and termination of this Agreement. It shall not be a defense to the covenant of Borrower

General Indemnity; Environmental Indemnity. (a) Borrower To the extent permitted by law, and without waiving or limiting the application of governmental immunity, the District shall defend, indemnify, assume all responsibility for and hold the Authority, its commissioners, officers, agents, and employees, and any officers, agents, and employees of the City that perform services for or on behalf of the Authority (collectively the “Indemnified Parties” or singularly, each an “Indemnified Party”) harmless, including, without limitation, for attorney’s fees and costs, from all claims or suits for and damages to property and injuries to persons, including accidental death, that may be caused by any of the District’s activities undertaken pursuant to this Agreement or the District’s activities regarding the financing, development, improvement, redevelopment, construction, repair, maintenance, management, acquisition, leasing, sale, disposition or other conduct or activities, including use of Bond proceeds, of the District related to the Plan Area, whether such activities are undertaken by the District or anyone directly or indirectly employed by or under contract to the District or contractor of the District and whether such damage shall accrue or be discovered before or after termination of this Agreement. The District’s obligations under this Section 3.09 shall not apply to losses, damages or claims arising from acts or omission of the Indemnified Parties. (b) To the extent permitted by law, and without intending to waive or limit applicable governmental immunity, the District hereby agrees to indemnify, protect, defend and hold Lender and its parent, subsidiaries, directors, officers, employees, representatives, agents, successors, assigns, affiliates and attorneys (collectively, with their successors and assigns, harmless the "INDEMNIFIED PARTIES") harmless Indemnified Parties from and against any and all liabilities, obligations, Environmental Liabilities. The District’s obligations under this Section 3.09 shall not apply to losses, damages, penalties, actions, judgments, suits, claims, costs, expenses (including, without limitation, attorneys' fees and legal expenses whether or not suit is brought and settlement costs), and disbursements of any kind claims arising from acts or nature whatsoever which may be imposed on, incurred by, or asserted against any omissions of the Indemnified Parties, . (c) If any claim relating to the matters indemnified against pursuant to this Agreement is asserted against an Indemnified Party that may result in any way relating damage for which any Indemnified Party is entitled to indemnification under this Agreement, then the Indemnified Party shall promptly give notice of such claim to the District. (d) Upon receipt of such notice, the District shall have the right to undertake, by counsel or arising out representatives of its own choosing, the good faith defense, compromise or settlement of the Loan Papers claim, such defense, compromise or any of the transactions contemplated therein or the performance or exercise of any rights or remedies thereunder (collectively, the "INDEMNIFIED LIABILITIES") settlement to the extent that any be undertaken on behalf of the Indemnified Liabilities resultsParty. (e) The Indemnified Party shall cooperate with the District in such defense at the District expense and provide the District with all information and assistance reasonably necessary to permit the District to settle and/or defend any such claim. (f) The Indemnified Party may, directly or indirectly, from any claim made (whether or not in connection with any legal action, suit, or proceeding) by or on behalf of any person or entity,INCLUDING MATTERS ARISING OUT OF THE ORDINARY NEGLIGENCE OF THE INDEMNIFIED PARTIES, BUT EXCLUDING MATTERS ARISING OT OF THE FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE INDEMNIFIED PARTIES; provided, however, that Lender but shall not be indemnified against any obligated to, participate at its own expense in a defense of the claim resulting by counsel of its own choosing, but the District shall be entitled to control the defense unless the Indemnified Party has relieved the District from any action taken by Lender liability with respect to any Collateral subsequent the particular matter. (g) If the District elects to undertake such defense by its own counsel or representatives, the District shall give notice of such election to the foreclosure upon such Collateral by LenderIndemnified Party within ten