Common use of Hazardous Materials Indemnification Clause in Contracts

Hazardous Materials Indemnification. Use, generate, treat, store, release, dispose of or otherwise introduce any Hazardous Materials into or on any real property owned or leased by any of them and will not, and will not permit any Subsidiary to, cause, suffer, allow or permit anyone else to do so, except in material compliance with applicable Environmental Laws. Each Domestic Borrower hereby agrees to indemnify, reimburse, defend and hold harmless each Agent, the Arranger, each Lender and their respective directors, officers, agents and employees (collectively, the “Indemnified Parties”) for, from and against all demands, liabilities, damages, costs, claims, suits, actions, legal or administrative proceedings, interest, losses, expenses and reasonable attorney’s fees (including any such fees and expenses incurred in enforcing this indemnity) asserted against, imposed on or incurred by any of the Indemnified Parties, directly or indirectly pursuant to or in connection with the application of any Environmental Law to acts or omissions occurring at any time on or in connection with any real estate owned or leased by the Company or any of its Subsidiaries or any business conducted thereon. Each Foreign Borrower hereby agrees to indemnify, reimburse, defend and hold harmless the Indemnified Parties for, from and against all demands, liabilities, damages, costs, claims, suits, actions, legal or administrative proceedings, interest, losses, expenses and reasonable attorney’s fees (including any such fees and expenses incurred in enforcing this indemnity) asserted against, imposed on or incurred by any of the Indemnified Parties, directly or indirectly pursuant to or in connection with the application of any Environmental Law to acts or omissions occurring at any time on or in connection with any real estate owned or leased by such Foreign Borrower or any of its Subsidiaries or any business conducted thereon.

Hazardous Materials Indemnification. Use, generate, treat, store, release, dispose of or otherwise introduce any Hazardous Materials into or on any real property owned or leased by any of them and will not, and will not permit any Subsidiary to, cause, suffer, allow or permit anyone else to do so, except in material compliance with applicable Environmental Laws. Each Domestic Borrower hereby agrees to 16.1 The Agency shall indemnify, reimburse, defend and hold harmless each Agent, the Arranger, each Lender and their respective directors, officers, agents and employees (collectively, the “Indemnified Parties”) for, from and against all demands, liabilities, damages, costs, claims, suits, actions, legal or administrative proceedings, interest, losses, expenses and reasonable attorney’s fees (including any such fees and expenses incurred in enforcing this indemnity) asserted against, imposed on or incurred by any of the Indemnified Parties, directly or indirectly pursuant to or in connection with the application of any Environmental Law to acts or omissions occurring at any time on or in connection with any real estate owned or leased by the Company or any of its Subsidiaries or any business conducted thereon. Each Foreign Borrower hereby agrees to indemnify, reimburse, defend and hold harmless the Indemnified Parties forCommission, its officers, agencies, commissions, and employees from and against any and all demands, liabilities, damages, costs, claims, suits, actions, legal or administrative proceedings, interestliability, losses, costs and expenses (collectively “Claims”), including third party Claims and Claims by any governmental agency (other than the Commission), relating to any hazardous materials that are located at, on, over, under, or flowing through the Park Addition Public Trust Parcel as of the date of the Closing Phase that pertains to that parcel; provided, however, that the obligation to indemnify under this Section shall not apply to the extent that (i) the hazardous materials were present on the Park Addition Public Trust Parcel during any period (prior to the Closing Phase) in which the State owned the fee in the Park Addition Public Trust Parcel, or (ii) the State or its agents released, generated, treated, stored, used, disposed of, deposited, abandoned or exacerbated the hazardous materials affecting the Park Addition Public Trust Parcel. The Agency and the Commission agree that if the Commission is a named insured in a pollution liability insurance policy obtained by the Agency, the obligation to indemnify the Commission under this Section shall not become effective unless and until any proceeds from the policy are exhausted. The obligation to indemnify under this Section shall terminate on the later of January 1, 2040, or 15 years following the date of the Closing Phase that pertains to that parcel; provided, however, that the obligation shall not terminate as to Claims asserted in an action filed prior to the termination date. 16.2 The Agency shall indemnify, defend and hold harmless State Parks, its officers, agencies, commissions, and employees from and against any and all Claims, including third party Claims and Claims by any governmental agency (other than State Parks), relating to any hazardous materials that are located at, on, over, under, emanating from or flowing through the Park Addition Trust Termination Parcel as of the date of the Closing Phase that pertains to that parcel; provided, however, that the obligation to indemnify under this Section shall not apply to the extent that (i) the hazardous materials were present on the Park Addition Trust Termination Parcel during any period (prior to the Closing Phase) in which the State owned the fee in the Park Addition Trust Termination Parcel, or (ii) the State or its agents released, generated, treated, stored, used, disposed of, deposited, abandoned or exacerbated the hazardous materials affecting the Trust Termination Parcel. The Agency and the State Parks agree that if State Parks is a named insured in a pollution liability insurance policy obtained by the Agency, the obligation to indemnify the State Parks under this Section shall not become effective unless and until any proceeds from the policy are exhausted. The obligation to indemnify under this Section shall terminate on the later of January 1, 2040, or 15 years following the date of the Closing Phase that pertains to that parcel; provided, however, that the obligation shall not terminate as to Claims asserted in an action filed prior to the termination date. 16.3 A Party holding title to property to be conveyed pursuant to this Agreement (“Owner”) shall permit any other Party to which the property is to be conveyed (“Recipient”) to enter upon the property, upon reasonable attorney’s fees (notice and subject to reasonable time and manner conditions, for the purpose of conducting such investigations of the physical condition of the property as the Recipient deems necessary to satisfy itself as to the matters described in Section 13.3(c) in preparation for a closing. Upon the request of a Recipient, an Owner shall provide or make available to the Recipient any existing environmental reports, including any such fees Phase I Environmental Site Assessments, relating to the property to be conveyed by Owner. An Owner shall accommodate a reasonable request by a Recipient for additional invasive testing, including but not limited to soil or groundwater sampling, subject to Owner’s approval of testing plans and expenses incurred in enforcing this indemnity) asserted againstprocedures, imposed on or incurred by any which shall not be unreasonably withheld, and further subject to mutual agreement of the Indemnified Parties, directly or indirectly pursuant to or in connection Owner and Recipient regarding responsibility for the costs of such additional testing. No entry by a Recipient shall unreasonably interfere with the application use of any Environmental Law to acts the property by Owner or omissions occurring at any time on its tenants, easement holders, licensees, or in connection with any real estate owned or leased by such Foreign Borrower or any of its Subsidiaries or any business conducted thereonpermittees.

Hazardous Materials Indemnification. Use, generate, treat, store, release, dispose of or otherwise introduce introduce, any Hazardous Materials into or on any real property owned or leased by any of them and will not, and will not permit any Subsidiary to, cause, suffer, suffer allow or permit anyone else to do so, except in material compliance with applicable Environmental Laws. Each Domestic US Facility Borrower hereby agrees to indemnify, reimburse, defend and hold harmless each Agent, the Arranger, each Lender Agent and their respective its directors, officers, agents and employees (collectively, the “"Indemnified Parties”") for, from and against all demands, liabilities, damages, costs, claims, suits, actions, legal or administrative proceedings, interest, losses, expenses and reasonable attorney’s 's fees (including any such fees and expenses incurred in enforcing this indemnity) asserted against, imposed on or incurred by any of the Indemnified Parties, directly or indirectly pursuant to or in connection with the application of any Environmental Law to acts or omissions occurring at any time on or in connection with any real estate owned or leased by the Company Parent or any of its Subsidiaries or any business conducted thereon. Each Foreign Offshore Facility Borrower hereby agrees to indemnify, reimburse, defend and hold harmless the Indemnified Parties for, from and against all demands, liabilities, damages, costs, claims, suits, actions, legal or administrative proceedings, interest, losses, expenses and reasonable attorney’s 's fees (including any such fees and expenses incurred in enforcing this indemnity) asserted against, imposed on or incurred by any of the Indemnified Parties, directly or indirectly pursuant to or in connection with the application of any Environmental Law to acts or omissions occurring at any time on or in connection with any real estate owned or leased by such Foreign Offshore Facility Borrower or any of its Subsidiaries or any business conducted thereon.

Hazardous Materials Indemnification. UseLandlord hereby represents and warrants that to the best of Landlord’s actual knowledge there are no violations of any federal, generatestate or local laws, treatrules, storeregulations or orders relating to industrial hygiene or to environmental conditions on, releaseunder or about the Demised Premises, dispose including but not limited to soil and groundwater conditions. Within five (5) business days after the Effective Date, Landlord shall deliver to Tenant copies of all reports from environmental investigations covering all or otherwise introduce any Hazardous Materials into portion of the Demised Premises in the possession or on any real property owned or leased by any under the control of them and will notLandlord. Landlord shall indemnify, defend, and will not permit any Subsidiary tohold Tenant, cause, suffer, allow or permit anyone else to do so, except in material compliance with applicable Environmental Laws. Each Domestic Borrower hereby agrees to indemnify, reimburse, defend and hold harmless each Agent, the Arranger, each Lender and their respective its directors, officers, agents employees, agents, successors and employees assigns (collectively, the “Indemnified PartiesIndemnitees”) for, harmless from and against any and all demands, liabilities, damageslosses, costs, claims, suits, actions, legal or administrative proceedings, interest, losses, expenses and reasonable attorney’s fees (including any such fees and expenses incurred in enforcing this indemnity) penalties claimed, threatened or asserted against, imposed on or suffered or incurred by any Indemnitee, arising out of or as a consequence of the Indemnified Partiesuse, directly generation, transportation, storage, release, presence or indirectly pursuant to or in connection with the application disposal of any Environmental Law to acts hazardous or omissions occurring at toxic wastes, substances or materials, or any time other pollutants or contaminants (collectively, “Hazardous Materials”), placed, discharged or released on or in connection with any real estate owned or leased about the Demised Premises by the Company or any of its Subsidiaries or any business conducted thereon. Each Foreign Borrower hereby agrees to indemnifyLandlord, reimburseincluding without limitation, defend and hold harmless the Indemnified Parties for, from and against all demands, liabilities, damageslosses, costs, expenses and penalties incurred in the removal, remediation and disposal of any Hazardous Materials; provided, however, that the foregoing provisions shall not apply to any Hazardous Materials used, generated, transported, stored or disposed of thereon by an Indemnitee. Tenant shall defend and indemnify Landlord from any claims, suits, actions, legal or administrative proceedings, interest, losses, expenses and reasonable attorney’s fees (including any such fees penalties claimed and expenses incurred arising out of or as a consequence of Tenant’s storage, handling or release of Hazardous Materials in enforcing this indemnity) asserted against, imposed on or incurred by any of the Indemnified Parties, directly or indirectly pursuant to or in connection with the application of any Environmental Law to acts or omissions occurring at any time on or in connection with any real estate owned or leased by such Foreign Borrower or any of its Subsidiaries or any business conducted thereonDemised Premises.

Hazardous Materials Indemnification. UseExcluding Pre-Existing Hazardous Material, generateRIDA hereby assumes for itself and shall indemnify, treatdefend the Public Entity Parties, storeand hold the Public Entity Parties harmless from any and all claims, releasedemands, dispose liability, losses, causes of actions and suits of any kind, administrative or judicial proceedings, orders (judicial or administrative), judgments, and all Related Costs (whether or not based upon personal injury, negligence, strict liability, property damage, or contamination of, or adverse effects upon, the environment, waters or natural resources, including any loss of or otherwise introduce any Hazardous Materials into damage to the Public Entity Parties’ real or on any real property owned personal property, or leased by any claims with respect to obligations of them and will not, and will not permit any Subsidiary to, cause, suffer, allow or permit anyone else to do so, except in material compliance with applicable Environmental Laws. Each Domestic Borrower hereby agrees the Public Entity Parties to indemnify, reimburse, defend and hold harmless each Agentthird parties, including the ArrangerCity’s obligation to indemnify the JEPA under the Facility Lease), each Lender which occur or arise during or after the Term relating to, or resulting from, any Hazardous Materials Activity, any Tenant Hazardous Material, any Hazardous Material that migrates to the Site from the Ground Lease Property during the Term, any Material Exacerbation of Pre-Existing Hazardous Material by a RIDA Party or Hotel Operator, or any breach by RIDA of its obligations under this Section 6.20, at RIDA’s sole cost and expense and with counsel and experts selected by the Public Entities in their respective directorsreasonable discretion and approved by RIDA in its reasonable discretion and who act according to the Public Entities' reasonable direction, officerswith reasonable input and cooperation from RIDA; provided, agents however, that if any Public Entity determines in its reasonable discretion that there is a conflict of interest with counsel representing such Public Entity and employees the other Public Entity Parties, then such Public Entity, at its election, may conduct its own defense with its own counsel independent from the other Public Entity Parties’ counsel which such Public Entity’s counsel is approved by RIDA in its reasonable discretion (collectivelyand in that event such Public Entity will select its own counsel) and the reasonable costs incurred by such Public Entity in such defense shall be covered by the foregoing indemnification, hold harmless and defense obligations and be subject to reimbursement pursuant to the “Indemnified Parties”) for, from and against all demands, liabilities, damages, costs, claims, suits, actions, legal or administrative proceedings, interest, losses, expenses and reasonable attorneyReimbursement Procedure. RIDA’s fees obligations under this Section 6.20 (including any such fees and expenses incurred in enforcing this indemnity) asserted against, imposed on or incurred by any the indemnification of the Indemnified PartiesPublic Entity Parties by RIDA under this Section 6.20(g)) include, directly or indirectly pursuant to or in connection with the application of without limitation, any Environmental Law to acts or omissions occurring at any time on or Cleanup required by this Sublease, costs incurred in connection with any real estate owned or leased by the Company investigation of site conditions or any of its Subsidiaries cleanup, treatment, remedial, removal, or restoration work required by this Sublease or any business conducted thereonfederal, state or local Government Agency because of Hazardous Materials present in the air, soil or ground water above, on, or under the Facility. Each Foreign Borrower hereby agrees The Public Entities shall have a direct right of action against RIDA even if no third party has asserted a claim. The indemnification and Environmental Cleanup requirements under this Section 6.20 include, but, are not necessarily limited to: (i) Losses attributable to indemnify, reimburse, defend and hold harmless diminution in the Indemnified Parties for, value of the Facility; (ii) Losses of rental or other income from and against all demands, the Facility; (iii) Loss of or damage to natural resources regarding which the City or the Port is the lawfully designated trustee; (iv) Loss or restriction of use of rentable space(s) in the Facility; (v) Adverse effect on the marketing of any space(s) in the Facility; and (vi) All other liabilities, damagesobligations, costspenalties, fines, claims, suits, actions, legal actions (including remedial or enforcement actions of any kind and administrative or judicial proceedings, interestorders, lossesor judgments), expenses damages (including consequential and punitive damages), and costs (including reasonable attorney’s fees (including any such , consultant, and expert fees and expenses incurred in enforcing this indemnity) asserted against, imposed on or incurred by any of the Indemnified Parties, directly or indirectly pursuant to or in connection with the application of any Environmental Law to acts or omissions occurring at any time on or in connection with any real estate owned or leased by such Foreign Borrower or any of its Subsidiaries or any business conducted thereonexpenses).

Hazardous Materials Indemnification. Use, generate, treat, store, release, dispose of or otherwise introduce introduce, any Hazardous Materials into or on any real property owned or leased by any of them and will not, and will not permit any Subsidiary to, cause, suffer, suffer allow or permit anyone else to do so, except in material compliance with applicable Environmental Laws. Each Domestic US Facility Borrower hereby agrees to indemnify, reimburse, defend and hold harmless each Agent, the Arranger, each Lender Agent and their respective its directors, officers, agents and employees (collectively, the “"Indemnified Parties”") for, from and against all demands, liabilities, damages, costs, claims, suits, actions, legal or administrative proceedings, interest, losses, expenses and reasonable attorney’s 's fees (including any such fees and expenses incurred in enforcing this indemnity) asserted against, imposed on or incurred by any of the Indemnified Parties, directly or indirectly pursuant to or in connection with the application of any Environmental Law to acts or omissions occurring at any time on or in connection with any real estate owned or leased by the Company Parent or any of its Subsidiaries or any business conducted thereon. Each Foreign Offshore Facility Borrower hereby agrees to indemnify, reimburse, defend and hold harmless the Indemnified Parties for, from and against all demands, liabilities, damages, costs, claims, suits, actions, legal or administrative proceedings, interest, losses, expenses and reasonable attorney’s 's fees (including any such fees and expenses incurred in enforcing this indemnity) asserted against, imposed on or incurred by any of the Indemnified Parties, directly or indirectly pursuant to or in connection with the application of any Environmental Law to acts or omissions occurring at any time on or in connection with any real estate owned or leased by such Foreign Offshore Facility Borrower or any of its Subsidiaries or any business conducted thereon.

Hazardous Materials Indemnification. Use, generate, treatOwner agrees (i) that Owner shall not receive, store, release, dispose of or otherwise introduce release any Hazardous Materials into on or to the Property or transport any Hazardous Materials to or from the Property or permit the existence of any Hazardous Materials Contamination; (ii) to give written notice to the Department promptly upon Owner's acquiring knowledge of the presence of any Hazardous Materials on the Property or the transport of any real property owned Hazardous Materials to or leased from the Property or of the existence of any Hazardous Materials Contamination, with a full description thereof; (iii) promptly, at [Leasehold] Owner's sole cost and expense, to comply with any Environmental Laws and Regulations and Governmental Requirements requiring the removal, treatment or disposal of such Hazardous Materials or Hazardous Materials Contamination and provide the Department with satisfactory evidence of such compliance; (iv) to provide the Department, within thirty (30) days after demand by the Department, with financial assurance evidencing to the Department's satisfaction that the necessary funds are available to pay the cost of removing, treating and disposing of such Hazardous Materials or Hazardous Materials Contamination and discharging any of them assessments which may be established on the Property as a result thereof; and will not(v) to ensure that all leases, licenses, and will not agreements of any kind now or hereafter executed which permit any Subsidiary party to occupy, possess, or use in any way the Property or any part thereof, whether written or oral, include an express prohibition on the disposal or discharge of any Hazardous Materials at or affecting the Property, and a provision that failure to comply with such prohibition shall expressly constitute a default under any such agreement. Owner shall not cause or suffer any liens to be recorded against the Property as a consequence of, or in any way related to, causethe presence, sufferremediation or disposal of Hazardous Materials in or about the Property, allow or permit anyone else to do so, except in material compliance with applicable Environmental Laws. Each Domestic Borrower hereby agrees to indemnify, reimburse, defend and hold harmless each Agent, the Arranger, each Lender and their respective directors, officers, agents and employees (collectively, the “Indemnified Parties”) for, from and against all demands, liabilities, damages, costs, claims, suits, actions, legal or administrative proceedings, interest, losses, expenses and reasonable attorney’s fees (including any so‑called state, federal or local "Superfund" lien relating to such fees matters. OWNER SHALL AT ALL TIMES RETAIN ANY AND ALL LIABILITIES ARISING FROM THE PRESENCE, HANDLING, TREATMENT, STORAGE, TRANSPORTATION, REMOVAL OR DISPOSAL OF HAZARDOUS MATERIALS ON THE PROPERTY. REGARDLESS OF WHETHER ANY EVENT OF DEFAULT (AS DEFINED IN SECTION 6.1 OF THIS AGREEMENT) SHALL HAVE OCCURRED AND BE CONTINUING OR ANY REMEDIES IN RESPECT OF THE PROPERTY ARE EXERCISED BY THE DEPARTMENT, OWNER SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS THE DEPARTMENT FROM AND AGAINST ANY AND ALL LIABILITIES (INCLUDING STRICT LIABILITY), SUITS, ACTIONS, CLAIMS, DEMANDS, PENALTIES, DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, CONSEQUENTIAL DAMAGES, INTEREST, PENALTIES, FINES AND MONETARY SANCTIONS), LOSSES, COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES AND REMEDIAL COSTS) (THE FOREGOING ARE HEREINAFTER COLLECTIVELY REFERRED TO AS "LIABILITIES") WHICH MAY NOW OR IN THE FUTURE (WHETHER BEFORE OR AFTER THE CULMINATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT) BE INCURRED OR SUFFERED BY THE DEPARTMENT BY REASON OF, RESULTING FROM, IN CONNECTION WITH, OR ARISING IN ANY MANNER WHATSOEVER OUT OF THE BREACH OF ANY WARRANTY OR COVENANT OR THE INACCURACY OF ANY REPRESENTATION OF OWNER CONTAINED OR REFERRED TO IN THIS SECTION 4.7 OR WHICH MAY BE ASSERTED AS A DIRECT OR INDIRECT RESULT OF THE PRESENCE ON OR UNDER, OR ESCAPE, SEEPAGE, LEAKAGE, SPILLAGE, DISCHARGE, EMISSION OR RELEASE FROM THE PROPERTY OF ANY HAZARDOUS MATERIALS OR ANY HAZARDOUS MATERIALS CONTAMINATION OR ARISE OUT OF OR RESULT FROM THE ENVIRONMENTAL CONDITION OF THE PROPERTY OR THE APPLICABILITY OF ANY ENVIRONMENTAL LAWS AND REGULATIONS AND GOVERNMENTAL REQUIREMENTS RELATING TO HAZARDOUS MATERIALS, REGARDLESS OF WHETHER OR NOT CAUSED BY OR WITHIN THE CONTROL OF OWNER OR THE DEPARTMENT. SUCH LIABILITIES SHALL INCLUDE, WITHOUT LIMITATION: (I) INJURY OR DEATH TO ANY PERSON; (II) DAMAGE TO OR LOSS OF THE USE OF ANY PROPERTY; (III) THE COST OF ANY DEMOLITION AND REBUILDING OF ANY IMPROVEMENTS NOW OR HEREAFTER SITUATED ON THE PROPERTY OR ELSEWHERE, AND THE COST OF REPAIR OR REMEDIATION OF ANY SUCH IMPROVEMENTS; (IV) THE COST OF ANY ACTIVITY REQUIRED BY ANY GOVERNMENTAL AUTHORITY; (V) ANY LAWSUIT BROUGHT OR THREATENED, GOOD FAITH SETTLEMENT REACHED, OR GOVERNMENTAL ORDER RELATING TO THE PRESENCE, DISPOSAL, RELEASE OR THREATENED RELEASE OF ANY HAZARDOUS MATERIAL, ON, FROM OR UNDER THE PROPERTY; AND (VI) THE IMPOSITION OF ANY LIENS ON THE PROPERTY ARISING FROM THE ACTIVITY OF [LEASEHOLD] OWNER OR FEE TITLE OWNER OR [LEASEHOLD] OWNER OR FEE TITLE OWNER'S PREDECESSORS IN INTEREST ON THE PROPERTY OR FROM THE EXISTENCE OF HAZARDOUS MATERIALS UPON THE PROPERTY OR HAZARDOUS MATERIALS CONTAMINATION. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, THE FOREGOING INDEMNITY SHALL NOT APPLY TO (I) MATTERS RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF DEPARTMENT, OR ANY EMPLOYEE, AGENT OR INVITEE OF DEPARTMENT, OR (II) MATTERS RESULTING FROM THE ACTIONS OF DEPARTMENT, OR ANY EMPLOYEE, AGENT OR INVITEE OF DEPARTMENT TAKEN AFTER DEPARTMENT OR ANY THIRD PARTY HAS TAKEN TITLE TO, OR EXCLUSIVE POSSESSION OF, THE PROPERTY. The covenants and expenses incurred agreements contained in enforcing this indemnity) asserted against, imposed on or incurred by any Section 4.7 shall survive the consummation of the Indemnified Parties, directly or indirectly pursuant to or in connection with the application of any Environmental Law to acts or omissions occurring at any time on or in connection with any real estate owned or leased transactions contemplated by the Company or any of its Subsidiaries or any business conducted thereon. Each Foreign Borrower hereby agrees to indemnify, reimburse, defend and hold harmless the Indemnified Parties for, from and against all demands, liabilities, damages, costs, claims, suits, actions, legal or administrative proceedings, interest, losses, expenses and reasonable attorney’s fees (including any such fees and expenses incurred in enforcing this indemnity) asserted against, imposed on or incurred by any of the Indemnified Parties, directly or indirectly pursuant to or in connection with the application of any Environmental Law to acts or omissions occurring at any time on or in connection with any real estate owned or leased by such Foreign Borrower or any of its Subsidiaries or any business conducted thereonAgreement.

Hazardous Materials Indemnification. Use, generate, treat, store, release, dispose of or otherwise introduce any Hazardous Materials into or on any real property owned or leased by any of them and will not, and will not permit any Subsidiary to, cause, suffer, allow or permit anyone else to do so, except in material compliance with applicable Environmental Laws. Without limiting the foregoing: (a) Each Domestic Borrower hereby agrees to indemnify, reimburse, defend and hold harmless each the Agent, the Arranger, each Lender and their respective directors, officers, agents and employees (collectively, the “Indemnified Parties”) for, from and against all demands, liabilities, damages, costs, claims, suits, actions, legal or administrative proceedings, interest, losses, expenses and reasonable attorney’s fees (including any such fees and expenses incurred in enforcing this indemnity) asserted against, imposed on or incurred by any of the Indemnified Parties, directly or indirectly pursuant to or in connection with the application of any Environmental Law to acts or omissions occurring at any time on or in connection with any real estate owned or leased by the Company or any of its Subsidiaries or any business conducted thereon. . (b) Each Foreign Borrower hereby agrees to indemnify, reimburse, defend and hold harmless the Indemnified Parties for, from and against all demands, liabilities, damages, costs, claims, suits, actions, legal or administrative proceedings, interest, losses, expenses and reasonable attorney’s fees (including any such fees and expenses incurred in enforcing this indemnity) asserted against, imposed on or incurred by any of the Indemnified Parties, directly or indirectly pursuant to or in connection with the application of any Environmental Law to acts or omissions occurring at any time on or in connection with any real estate owned or leased by such Foreign Borrower or any of its Subsidiaries or any business conducted thereon.

Hazardous Materials Indemnification. UseFrom and after the Commencement Date, generateto the greatest extent allowed by law, treat, store, release, dispose of or otherwise introduce any Hazardous Materials into or on any real property owned or leased by any of them and will not, and will not permit any Subsidiary to, cause, suffer, allow or permit anyone else to do so, except in material compliance with applicable Environmental Laws. Each Domestic Borrower hereby agrees to Lessee shall indemnify, reimburse, defend (with counsel reasonably approved by Lessor) and hold Indemnitees harmless each Agent, the Arranger, each Lender and their respective directors, officers, agents and employees (collectively, the “Indemnified Parties”) for, from and against all Claims resulting, arising, or based directly or indirectly in whole or in part, upon (i) therelease, use, generation, discharge, storage or disposal of any Hazardous Material on, under, in or about the Leased Premises, or the transportation of any such Hazardous Material to or from, the Leased Premises occurring after the Commencement Date, or (ii) the failure of Lessee, Lessee’s employees, agents, contractors, subcontractors, or any person acting on behalf of or as the invitee of any of the foregoing to comply with Environmental Laws related to the Leased Premises, unless caused by the Lessor’s active or passive negligence. The foregoing indemnity shall further apply to any residual Hazardous Materials in, on, under or about the Land or affecting any natural resources arising in connection with the generation, use, handling, treatment, storage, transport or disposal of any such Hazardous Material, and irrespective of whether any of such activities were or will be undertaken in accordance with Environmental Laws, but only to the extent that such release of Hazardous Materials occurs after the Commencement Date The provisions of this Section shall survive the expiration or termination of this Lease.‌ Lessee’s indemnity obligations under this paragraph shall not apply to (a) any release of Hazardous Materials or Claim related to Hazardous Material that occurred or first accrued before the Lessee’s possession of the Land whether known or unknown, and (b) claims arising out of the Lessor’s failure to disclose any known condition that the Lessor is required to give to the Lessee. Lessor agrees to defend, indemnify, protect and hold harmless the Lessee, and its officers, beneficiaries, employees, agents, attorneys, representatives, legal successors and assigns ("Lessee Indemnities") from, regarding and against any and all liabilities, obligations (including but not limited to the duty to respond to any governmental inquiry, investigation, claim or demand regarding such Hazardous Materials), orders, decrees, judgments, liens, demands, liabilitiesactions, environmental response actions, claims, losses, damages, costsfines, claimspenalties, suitsexpenses, actionsenvironmental response costs or costs of any kind or nature whatsoever, legal or administrative proceedings, interest, losses, expenses and reasonable attorney’s together with fees (including any such including, without limitation, reasonable attorneys’ fees and expenses incurred in enforcing this indemnity) asserted againstexperts’ and consultants’ fees), imposed on or incurred by any of the Indemnified Parties, directly or indirectly pursuant to resulting from or in connection with (i) the application release, use, generation, discharge, storage or disposal of any Hazardous Material on, under, in or about the Land, or the transportation of any such Hazardous Material to or from, the Land occurring during the Lessor’s ownership of the Land and prior to the Commencement Date, or (ii) the failure of Lessor, Lessor’s employees, agents, contractors, subcontractors, or any person acting on behalf of or as the invitee of any of the foregoing, to comply with Environmental Law Laws, except to acts or omissions occurring at any time on the extent caused in whole or in connection with any real estate owned or leased part by the Company negligence of Lessee or any of its Subsidiaries the Lessee Indemnitees in accordance with the principles of comparative negligence (“Lessee’s Indemnification”). If the Lessor discovers Hazardous Materials or any business conducted thereon. Each Foreign Borrower hereby agrees other materials subject to indemnifylegal requirements or corrective action, reimburse, defend and hold harmless the Indemnified Parties for, from and against all demands, liabilities, damages, costs, claims, suits, actions, legal or administrative proceedings, interest, losses, expenses and reasonable attorney’s fees (including any such fees and expenses incurred in enforcing this indemnity) asserted against, imposed on or incurred by any Lessor shall immediately notify the Lessee of the Indemnified Parties, directly or indirectly pursuant to or in connection with the application of any Environmental Law to acts or omissions occurring at any time on or in connection with any real estate owned or leased by such Foreign Borrower or any of its Subsidiaries or any business conducted thereonsame.