Common use of Hazardous Substances Indemnification Clause in Contracts

Hazardous Substances Indemnification. The Borrower shall indemnify and hold the Bank harmless from and against any and all claims, losses, damages, liabilities, fines, penalties, charges, administrative and judicial proceedings and orders, judgments, remedial actions, requirements and enforcement actions of any kind, and all costs and expenses incurred in connection therewith (including, without limitation, reasonable attorneys’ fees and expenses), arising directly or indirectly, in whole or in part, from (a) the presence of any Hazardous Substances on, under or from an, Property of the Borrower, whether prior to or during the term hereof, (b) any activity carried on or undertaken on or off any Property of the Borrower, whether prior to or during the term hereof, and whether by the Borrower, or any predecessor in title, employee, agent, contractor or subcontractor of the Borrower, or any other Person at any time occupying or present on such Property, in connection with the handling, treatment, removal, storage, decontamination, cleanup, transportation or disposal of any Hazardous Substances at any time located or present on or under such Property, (c) any residual contamination on or under any Property of the Borrower, or (d) any contamination of any Property or natural resources of the Borrower arising in connection with the generation, use, handling, storage, transportation or disposal of any Hazardous Substances by the Borrower, or any employee, agent, contractor or subcontractor of the Borrower, while such Persons are acting within the scope of their relationship with the Borrower, irrespective of whether any of such activities were or will be undertaken in accordance with applicable Requirements of Law, including, without limitation, any of the foregoing arising from negligence, whether sole or concurrent, on the part of the Bank; with the foregoing indemnity surviving satisfaction of all Obligations and the termination of this Agreement, unless all such Obligations have been satisfied wholly in cash from the Borrower and not by way of realization against any Collateral or the conveyance of any Property in lieu thereof, provided that such indemnity shall not extend to any of the foregoing resulting from the Bank’s gross negligence or willful conduct or any act or omission by the Bank with respect to any Property subsequent to the Bank becoming the owner of such Property and with respect to which Property such claim, loss, damage, liability, fine, penalty, charge, proceeding, order, judgment, action or requirement arises subsequent to the acquisition of title thereto by the Bank.

Hazardous Substances Indemnification. The Borrower shall indemnify Indemnify and hold each of the Bank Parties harmless from and against any and all claims, losses, damages, liabilities, fines, penalties, charges, administrative and judicial proceedings and orders, judgments, remedial actions, requirements and enforcement actions of any kind, and all costs and expenses incurred in connection therewith (including, without limitation, reasonable attorneys’ ' fees and expenses), arising directly or indirectly, in whole or in part, from out of (a) the presence of any Hazardous Substances on, under or from an, Property of the Borrowerits property, whether prior to or during the term hereof, or (b) any activity carried on or undertaken on or off any Property of the Borrowerits property, whether prior to or during the term hereof, and whether by the Borrower, or any predecessor in titletitle or any employees, employeeagents, agent, contractor contractors or subcontractor subcontractors of the Borrower, or any other Person predecessor in title, or any third Persons at any time occupying or present on such Propertyproperty, in connection with the handling, treatment, removal, storage, decontamination, cleanup, transportation or disposal of any Hazardous Substances at any time located or present on or under such Property, (c) property; with the foregoing indemnity further applying to any residual contamination on or under any Property the property of the Borrower, or (d) any property of any other Person, or affecting any natural resources, and to any contamination of any Property property or natural resources of the Borrower arising in connection with the generation, use, handling, storage, transportation or disposal of any Hazardous Substances by the Borrower, or any employee, agent, contractor or subcontractor of the Borrower, while such Persons are acting within the scope of their relationship with the BorrowerSubstances, irrespective of whether any of such activities were or will be undertaken in accordance with applicable Requirements requirements of Law, including, without limitation, any of the foregoing arising from negligenceEnvironmental Laws, whether sole or concurrent, on the part of the Bank; with the foregoing indemnity and surviving satisfaction of all Obligations Indebtedness of the Borrower to any of the Bank Parties and the termination of this Agreement, unless all such Obligations have Indebtedness has been satisfied wholly in cash from the Borrower and not by way of realization against any Collateral property or the conveyance of any Property property of the Borrower in lieu thereof, provided that the claims and other actions of any kind against any of the Bank Parties which give rise to such indemnity are not barred by the applicable statute of limitations at the time such claims or actions are instituted and such indemnity shall not extend to any of the foregoing resulting from the Bank’s gross negligence or willful conduct or any act or omission by any of the Bank Parties with respect to any Property the relevant property subsequent to the Administrative Agent, the Arranger or any Bank becoming the owner of, taking possession of such Property to the exclusion of the Borrower or assuming operations of any property previously owned by the Borrower and with respect to which Property property such claim, loss, damage, liability, fine, penalty, charge, proceeding, order, judgment, action or requirement arises subsequent to the acquisition of title thereto thereto, taking possession thereof or assumption of operations thereon by any of the BankBank Parties.

Hazardous Substances Indemnification. The Borrower shall indemnify indemnifies and hold holds the Bank Lender, its officers, employees, agents, shareholders and Affiliates (each an "INDEMNIFIED PERSON") harmless from and against any and all claims, losses, damages, liabilities, fines, penalties, charges, administrative and judicial proceedings and orders, judgments, remedial actions, requirements and enforcement actions of any kind, and all costs and expenses incurred in connection therewith (including, without limitation, reasonable attorneys’ ' fees and expenses), arising directly or indirectly, in whole or in part, from (a) the presence of any Hazardous Substances on, under or from an, Property of the Borrowerits Oil and Gas Properties, whether prior to or during the term hereof, (b) any activity carried on or undertaken on or off any Property of the Borrowerits Oil and Gas Properties, whether prior to or during the term hereof, and whether by the BorrowerBorrower or any predecessor in title or any employees, agents, contractors or subcontractors of the Borrower or any predecessor in title, employee, agent, contractor or subcontractor of the Borrower, or any other Person third persons at any time occupying or present on such Property, its Oil and Gas Properties in connection with the handling, treatment, removal, storage, decontamination, cleanup, transportation transport or disposal of any Hazardous Substances at any time located or present on or under such Propertyits Oil and Gas Properties, or (c) any residual contamination on or under its Oil and Gas Properties or affecting any Property of the Borrowernatural resources in, on or under its Oil and Gas Properties, or (d) any contamination of any Property of the property or natural resources of the Borrower arising in connection with the generation, use, handling, storage, transportation transport or disposal of any Hazardous Substances Substance by the Borrower, Borrower or any employee, agent, contractor or subcontractor of the Borrower, while such Persons are acting within the scope of their relationship with the Borrower, Borrower irrespective of whether any of such activities were or will be undertaken in accordance with applicable Requirements of Lawlaws, includingregulations, without limitationcodes and ordinances. WITHOUT LIMITING ANY PROVISION OF THIS AGREEMENT OR ANY OF THE OTHER TRANSACTION DOCUMENTS, any of IT IS THE EXPRESS INTENTION OF THE PARTIES THAT EACH INDEMNIFIED PERSON SHALL BE INDEMNIFIED AND HELD HARMLESS AGAINST ANY AND ALL LOSSES, LIABILITIES, CLAIMS, DEFICIENCIES, JUDGMENTS AND REASONABLE EXPENSES ARISING OUT OF OR RESULTING FROM THE ORDINARY NEGLIGENCE (WHETHER SOLE OR CONTRIBUTORY) OR STRICT LIABILITY OF SUCH INDEMNIFIED PERSON. Notwithstanding anything to the foregoing arising from negligence, whether sole or concurrent, on the part of the Bank; with the foregoing indemnity surviving satisfaction of all Obligations and the termination of contrary in this Agreement, unless all such Obligations have been satisfied wholly in cash from the Borrower and not by way of realization against any Collateral or the conveyance of any Property in lieu thereof, provided that such indemnity shall not extend to any survive repayment of the foregoing resulting from the Bank’s gross negligence or willful conduct or any act or omission Debt evidenced by the Bank with respect to any Property subsequent to the Bank becoming the owner of such Property and with respect to which Property such claim, loss, damage, liability, fine, penalty, charge, proceeding, order, judgment, action or requirement arises subsequent to the acquisition of title thereto by the BankNote.

Hazardous Substances Indemnification. The Borrower shall indemnify Indemnify and hold the Bank Agents and the Lenders harmless from and against any and all claims, losses, damages, liabilities, fines, penalties, charges, administrative and judicial proceedings and orders, judgments, remedial actions, requirements and enforcement actions of any kind, and all costs and expenses incurred in connection therewith (including, without limitation, reasonable attorneys’ ' fees and expenses), arising directly or indirectly, in whole or in part, from out of (a) the presence of any Hazardous Substances on, under or from an, Property of the Borrowerits property, whether prior to or during the term hereof, or (b) any activity carried on or undertaken on or off any Property of the Borrowerits property, whether prior to or during the term hereof, and whether by the Borrower, or any predecessor in titletitle or any employees, employeeagents, agent, contractor contractors or subcontractor subcontractors of the Borrower, or any other Person predecessor in title, or any third Persons at any time occupying or present on such Propertyproperty, in connection with the handling, treatment, removal, storage, decontamination, cleanup, transportation or disposal of any Hazardous Substances at any time located or present on or under such Property, (c) property; with the foregoing indemnity further applying to any residual contamination on or under any Property the property of the Borrower, or (d) any property of any other Person, or affecting any natural resources, and to any contamination of any Property property or natural resources of the Borrower arising in connection with the generation, use, handling, storage, transportation or disposal of any Hazardous Substances by the Borrower, or any employee, agent, contractor or subcontractor of the Borrower, while such Persons are acting within the scope of their relationship with the BorrowerSubstances, irrespective of whether any of such activities were or will be undertaken in accordance with applicable Requirements requirements of Law, including, without limitation, any of the foregoing arising from negligenceEnvironmental Laws, whether sole or concurrent, on the part of the Bank; with the foregoing indemnity and surviving satisfaction of all Obligations Indebtedness of the Borrower to the Agents and the Lenders and the termination of this Agreement, unless all such Obligations have Indebtedness has been satisfied wholly in cash from the Borrower and not by way of realization against any Collateral property or the conveyance of any Property property of the Borrower in lieu thereof, provided that the claims and other actions of any kind against the Agents, or the Lenders which give rise to such indemnity are not barred by the applicable statute of limitations at the time such claims or actions are instituted and such indemnity shall not extend to any of the foregoing resulting from the Bank’s gross negligence or willful conduct or any act or omission by the Bank Agents, or the Lenders with respect to any Property the relevant property subsequent to the Bank Agents, or any Lender becoming the owner of, taking possession of such Property to the exclusion of the Borrower or assuming operations of any property previously owned by the Borrower and with respect to which Property property such claim, loss, damage, liability, fine, penalty, charge, proceeding, order, judgment, action or requirement arises subsequent to the acquisition of title thereto thereto, taking possession thereof or assumption of operations thereon by the BankAgents, or any Lender.

Hazardous Substances Indemnification. The Borrower shall indemnify Indemnify and hold the Bank Agents and the Lenders harmless from and against any and all claims, losses, damages, liabilities, fines, penalties, charges, administrative and judicial proceedings and orders, judgments, remedial actions, requirements and enforcement actions of any kind, and all costs and expenses incurred in connection therewith (including, without limitation, reasonable attorneys’ fees and expenses), arising directly or indirectly, in whole or in part, from out of (a) the presence of any Hazardous Substances on, under or from an, Property of the Borrowerits property, whether prior to or during the term hereof, or (b) any activity carried on or undertaken on or off any Property of the Borrowerits property, whether prior to or during the term hereof, and whether by the Borrower or any Subsidiary, or any predecessor in title or any employees, agents, contractors or subcontractors of the Borrower, or any predecessor in title, employee, agent, contractor or subcontractor of the Borrower, or any other Person third Persons at any time occupying or present on such Propertyproperty, in connection with the handling, treatment, removal, storage, decontamination, cleanup, transportation or disposal of any Hazardous Substances at any time located or present on or under such Property, (c) property; with the foregoing indemnity further applying to any residual contamination on or under any Property the property of the BorrowerBorrower or any Subsidiary, or (d) any property of any other Person, or affecting any natural resources, and to any contamination of any Property property or natural resources of the Borrower arising in connection with the generation, use, handling, storage, transportation or disposal of any Hazardous Substances by the Borrower, or any employee, agent, contractor or subcontractor of the Borrower, while such Persons are acting within the scope of their relationship with the BorrowerSubstances, irrespective of whether any of such activities were or will be undertaken in accordance with applicable Requirements requirements of Law, including, without limitation, any of the foregoing arising from negligenceEnvironmental Laws, whether sole or concurrent, on the part of the Bank; with the foregoing indemnity and surviving satisfaction of all Obligations Indebtedness of the Borrower to the Agents and the Lenders and the termination of this Agreement, unless all such Obligations have Indebtedness has been satisfied wholly in cash from the Borrower and not by way of realization against any Collateral property or the conveyance of any Property property of the Borrower or any Subsidiary in lieu thereof, provided that the claims and other actions of any kind against the Agents, or the Lenders which give rise to such indemnity are not barred by the applicable statute of limitations at the time such claims or actions are instituted and such indemnity shall not extend to any of the foregoing resulting from the Bank’s gross negligence or willful conduct or any act or omission by the Bank Agents, or the Lenders with respect to any Property the relevant property subsequent to the Bank Agents, or any Lender becoming the owner of, taking possession of such Property to the exclusion of the Borrower or assuming operations of any property previously owned by the Borrower or any Subsidiary and with respect to which Property property such claim, loss, damage, liability, fine, penalty, charge, proceeding, order, judgment, action or requirement arises subsequent to the acquisition of title thereto thereto, taking possession thereof or assumption of operations thereon by the BankAgents, or any Lender.

Hazardous Substances Indemnification. The Borrower shall indemnify Indemnify and hold the Bank harmless from and against any and all claims, losses, damages, liabilities, fines, penalties, charges, administrative and judicial proceedings and orders, judgments, remedial actions, requirements and enforcement actions of any kind, and all costs and expenses incurred in connection therewith (including, without limitation, reasonable attorneys’ ' fees and expenses), arising directly or indirectly, in whole or in part, from out of (a) the presence of any Hazardous Substances on, under or from an, Property of the Borrowerits property, whether prior to or during the term hereof, or (b) any activity carried on or undertaken on or off any Property of the Borrowerits property, whether prior to or during the term hereof, and whether by the Borrower, or any predecessor in titletitle or any employees, employeeagents, agent, contractor contractors or subcontractor subcontractors of the Borrower, or any other Person predecessor in title, or any third Persons at any time occupying or present on such Propertyproperty, in connection with the handling, treatment, removal, storage, decontamination, cleanup, transportation or disposal of any Hazardous Substances at any time located or present on or under such Property, (c) property; with the foregoing indemnity further applying to any residual contamination on or under any Property the property of the Borrower, or (d) any property of any other Person, or affecting any natural resources, and to any contamination of any Property property or natural resources of the Borrower arising in connection with the generation, use, handling, storage, transportation or disposal of any Hazardous Substances by the Borrower, or any employee, agent, contractor or subcontractor of the Borrower, while such Persons are acting within the scope of their relationship with the BorrowerSubstances, irrespective of whether any of such activities were or will be undertaken in accordance with applicable Requirements requirements of Law, including, without limitation, any of the foregoing arising from negligenceEnvironmental Laws, whether sole or concurrent, on the part of the Bank; with the foregoing indemnity and surviving satisfaction of all Obligations Indebtedness of the Borrower to the Bank and the termination of this Agreement, unless all such Obligations have Indebtedness has been satisfied wholly in cash from the Borrower and not by way of realization against any Collateral property or the conveyance of any Property property of the Borrower in lieu thereof, provided PROVIDED that the claims and other actions of any kind against the Bank which give rise to such indemnity are not barred by the applicable statute of limitations at the time such claims or actions are instituted and such indemnity shall not extend to any of the foregoing resulting from the Bank’s gross negligence or willful conduct or any act or omission by the Bank with respect to any Property the relevant property subsequent to the Bank becoming the owner of, taking possession of such Property to the exclusion of the Borrower or assuming operations of any property previously owned by the Borrower and with respect to which Property property such claim, loss, damage, liability, fine, penalty, charge, proceeding, order, judgment, action or requirement arises subsequent to the acquisition of title thereto thereto, taking possession thereof or assumption of operations thereon by the Bank.

Hazardous Substances Indemnification. The Borrower shall indemnify Indemnify and hold the Bank harmless from and against any and all claims, losses, damages, liabilities, fines, penalties, charges, administrative and judicial proceedings and orders, judgments, remedial actions, requirements and enforcement actions of any kind, and all costs and expenses incurred in connection therewith (including, without limitation, reasonable attorneys’ ' fees and expenses), arising directly or indirectly, in whole or in part, from out of (a) the presence of any Hazardous Substances on, under or from an, Property the property of the BorrowerBorrower or its Subsidiaries, whether prior to or during the term hereof, or (b) any activity carried on or undertaken on or off any Property of the Borrowersuch property, whether prior to or during the term hereof, and whether by the BorrowerBorrower or its Subsidiaries or any predecessor in title or any employees, agents, contractors or subcontractors of Borrower or its Subsidiaries or any predecessor in title, employee, agent, contractor or subcontractor of the Borrower, or any other Person third Persons at any time occupying or present on such Propertyproperty, in connection with the handling, treatment, removal, storage, decontamination, cleanup, transportation or disposal of any Hazardous Substances at any time located or present on or under such Property, (c) property; with the foregoing indemnity further applying to any residual contamination on or under any Property the property of the BorrowerBorrower or its Subsidiaries, or (d) any property of any other Person, or affecting any natural resources, and to any contamination of any Property property or natural resources of the Borrower arising in connection with the generation, use, handling, storage, transportation or disposal of any Hazardous Substances by the Borrower, or any employee, agent, contractor or subcontractor of the Borrower, while such Persons are acting within the scope of their relationship with the BorrowerSubstances, irrespective of whether any of such activities were or will be undertaken in accordance with applicable Requirements requirements of Lawlaw, including, without limitation, any of the foregoing arising from negligenceEnvironmental Laws, whether sole or concurrent, on the part of the Bank; with the foregoing indemnity and surviving satisfaction of all Obligations Indebtedness of Borrower to Bank and the termination of this Agreement, unless all such Obligations have been satisfied wholly in cash from provided, further, that the Borrower claims and not by way of realization against any Collateral or the conveyance other actions of any Property in lieu thereof, provided that kind against Bank which give rise to such indemnity are not barred by the applicable statute of limitations at the time such claims or actions are instituted and such indemnity shall not extend to any of the foregoing resulting from the Bank’s gross negligence or willful conduct or any act or omission by the Bank or any Affiliate of Bank or any of Bank's employees or agents with respect to any Property the relevant property subsequent to the Bank becoming the owner of, taking possession of such Property and with respect to which Property such claim, loss, damage, liability, fine, penalty, charge, proceeding, order, judgment, action or requirement arises subsequent to the acquisition of title thereto by the Bank.exclusion

Hazardous Substances Indemnification. The Borrower shall indemnify Indemnify and hold the Bank harmless from and against any and all claims, losses, damages, liabilities, fines, penalties, charges, administrative and judicial proceedings and orders, judgments, remedial actions, requirements and enforcement actions of any kind, and all costs and expenses incurred in connection therewith (including, without limitation, reasonable attorneys’ ' fees and expenses), arising directly or indirectly, in whole or in part, from out of (a) the presence of any Hazardous Substances on, under or from an, Property of the Borrowerits property, whether prior to or during the term hereof, or (b) any activity carried on or undertaken on or off any Property of the Borrowerits property, whether prior to or during the term hereof, and whether by the BorrowerBorrower or any predecessor in title or any employees, agents, contractors or subcontractors of Borrower or any predecessor in title, employee, agent, contractor or subcontractor of the Borrower, or any other Person third Persons at any time occupying or present on such Propertyproperty, in connection with the handling, treatment, removal, storage, decontamination, cleanup, transportation or disposal of any Hazardous Substances at any time located or present on or under such Property, (c) property; with the foregoing indemnity further applying to any residual contamination on or under any Property the property of the Borrower, or (d) any property of any other Person, or affecting any natural resources, and to any contamination of any Property property or natural resources of the Borrower arising in connection with the generation, use, handling, storage, transportation or disposal of any Hazardous Substances by the Borrower, or any employee, agent, contractor or subcontractor of the Borrower, while such Persons are acting within the scope of their relationship with the BorrowerSubstances, irrespective of whether any of such activities were or will be undertaken in accordance with applicable Requirements requirements of Lawlaw, including, without limitation, any of the foregoing arising from negligenceEnvironmental Laws, whether sole or concurrent, on the part of the Bank; with the foregoing indemnity and surviving satisfaction of all Obligations Indebtedness of Borrower to Bank and the termination of this Agreement, unless all such Obligations have been satisfied wholly in cash from provided, further, that the Borrower claims and not by way of realization against any Collateral or the conveyance other actions of any Property in lieu thereof, provided that kind against Bank which give rise to such indemnity are not barred by the applicable statute of limitations at the time such claims or actions are instituted and such indemnity shall not extend to any of the foregoing resulting from the Bank’s gross negligence or willful conduct or any act or omission by the Bank or any Affiliate of Bank or any of Bank's employees or agents with respect to any Property the relevant property subsequent to the Bank becoming the owner of, taking possession of such Property to the exclusion of Borrower or assuming operations of any property previously owned by Borrower and with respect to which Property property such claim, loss, damage, liability, fine, penalty, charge, proceeding, order, judgment, action or requirement arises subsequent to the acquisition of title thereto thereto, taking possession thereof or assumption of operations thereon by Bank or any Affiliate of Bank or any of Bank's employees or agents. Notwithstanding anything herein to the contrary, the provisions of this Section 5.21 shall survive any termination of this Agreement and shall survive the payment and performance in full of all Obligations owed by Borrower to Bank.

Hazardous Substances Indemnification. The Borrower shall indemnify Indemnify and hold the Bank harmless from and against any and all claims, losses, damages, liabilities, fines, penalties, charges, administrative and judicial proceedings and orders, judgments, remedial actions, requirements and enforcement actions of any kind, and all costs and expenses incurred in connection therewith (including, without limitation, reasonable attorneys’ ' fees and expenses), arising directly or indirectly, in whole or in part, from out of (a) the presence of any Hazardous Substances on, under or from an, Property of the Borrowerits property, whether prior to or during the term hereof, or (b) any activity carried on or undertaken on or off any Property of the Borrowerits property, whether prior to or during the term hereof, and whether by the Borrower, or any predecessor in titletitle or any employees, employeeagents, agent, contractor contractors or subcontractor subcontractors of the Borrower, or any other Person predecessor in title, or any third Persons at any time occupying or present on such Propertyproperty, in connection with the handling, treatment, removal, storage, decontamination, cleanup, transportation or disposal of any Hazardous Substances at any time located or present on or under such Property, (c) property; with the foregoing indemnity further applying to any residual contamination on or under any Property the property of the Borrower, or (d) any property of any other Person, or affecting any natural resources, and to any contamination of any Property property or natural resources of the Borrower arising in connection with the generation, use, handling, storage, transportation or disposal of any Hazardous Substances by the Borrower, or any employee, agent, contractor or subcontractor of the Borrower, while such Persons are acting within the scope of their relationship with the BorrowerSubstances, irrespective of whether any of such activities were or will be undertaken in accordance with applicable Requirements requirements of Law, including, without limitation, any of the foregoing arising from negligenceEnvironmental Laws, whether sole or concurrent, on the part of the Bank; with the foregoing indemnity and surviving satisfaction of all Obligations Indebtedness of the Borrower to the Bank and the termination of this Agreement, unless all such Obligations have Indebtedness has been satisfied wholly in cash from the Borrower and not by way of realization against any Collateral property or the conveyance of any Property property of the Borrower in lieu thereof, provided that the claims and other actions of any kind against the Bank which give rise to such indemnity are not barred by the applicable statute of limitations at the time such claims or actions are instituted and such indemnity shall not extend to any of the foregoing resulting from the Bank’s gross negligence or willful conduct or any act or omission by the Bank with respect to any Property the relevant property subsequent to the Bank becoming the owner of, taking possession of such Property to the exclusion of the Borrower or assuming operations of any property previously owned by the Borrower and with respect to which Property property such claim, loss, damage, liability, fine, penalty, charge, proceeding, order, judgment, action or requirement arises subsequent to the acquisition of title thereto thereto, taking possession thereof or assumption of operations thereon by the Bank.

Hazardous Substances Indemnification. The Borrower shall indemnify Mortgagor hereby indemnifies and hold holds Mortgagee, its shareholders, officers, directors, employees, agents, attorney-in-fact and affiliates and the Bank Trustee harmless from and against any and all claims, losses, damages, liabilities, fines, penalties, charges, administrative and judicial proceedings and orders, judgments, remedial actions, requirements and enforcement actions of any kind, and all costs and expenses incurred in connection therewith (with any of the foregoing, including, without limitation, reasonable attorneys’ ' fees and expensesexpenses ("Claims"), arising directly or indirectly, in whole or in part, from (a) the presence of any Hazardous Substances on, under or from an, the Mortgaged Property or any other property of the Borrower, Mortgagor whether prior to or during the term hereof, (b) any activity carried on or undertaken on or off any Property of the Borrower, whether prior to or during the term hereof, and whether by the Borrower, Mortgagor (or any predecessor in title, title or any employee, agent, contractor or subcontractor of the Borrower, Mortgagor or any Mortgagor's predecessors in title or other Person persons or entities at any time occupying or present on such Property, any Mortgaged Property or any other Property of Mortgagor in connection with the handling, treatment, removal, storage, decontamination, cleanup, transportation transport or disposal of any Hazardous Substances Substance at any time located or present on or under any Mortgaged Property or any other property of Mortgagor, whether such Propertyactivity is carried on prior to or during the term hereof, or (c) any residual contamination on or under the Mortgaged Property or affecting any Property of natural resources in, on or under the BorrowerMortgaged Property, or (d) any contamination of any Property other property or natural resources of the Borrower arising in connection with the generation, use, handling, storage, transportation transport or disposal of any Hazardous Substances Substance by the Borrower, Mortgagor or any employee, agent, contractor or subcontractor of the Borrower, while such Persons are acting within the scope of their relationship with the BorrowerMortgagor, irrespective of whether any of such activities were or will be undertaken in accordance with applicable Requirements of Lawlaws, regulations, codes and ordinances, including, without limitation, any of the foregoing arising arising, in whole or in part, from negligence, whether sole or concurrent, negligence on the part of Mortgagee or any of its shareholders, officers, directors, employees, agents, attorneys-in-fact or affiliates or the Bank; with Trustee (the foregoing indemnity surviving satisfaction of all Obligations and being the termination of this Agreement, unless all such Obligations have been satisfied wholly in cash from the Borrower and not by way of realization against any Collateral or the conveyance of any Property in lieu thereof, provided that such indemnity shall not extend to any of the foregoing resulting from the Bank’s gross negligence or willful conduct or any act or omission by the Bank with respect to any Property subsequent to the Bank becoming the owner of such Property and with respect to which Property such claim, loss, damage, liability, fine, penalty, charge, proceeding, order, judgment, action or requirement arises subsequent to the acquisition of title thereto by the Bank"Hazardous Substances Indemnity").

Hazardous Substances Indemnification. The Borrower shall indemnify Indemnify and hold the Bank Lender ------------------------------------ harmless from and against any and all claims, losses, damages, liabilities, fines, penalties, charges, administrative and judicial proceedings and orders, judgments, remedial actions, requirements and enforcement actions of any kind, and all costs and expenses incurred in connection therewith (including, without limitation, reasonable attorneys’ ' fees and expenses), arising directly or indirectly, in whole or in part, from (a) the presence of any Hazardous Substances on, under or from an, any Property of the Borrower, whether prior to or during the term hereof, (b) any activity carried on or undertaken on or off any Property of the Borrower, whether prior to or during the term hereof, and whether by the Borrower, or any predecessor in title, employee, agent, contractor or subcontractor of the Borrower, or any other Person at any time occupying or present on such Property, in connection with the handling, treatment, removal, storage, decontamination, cleanup, transportation or disposal of any Hazardous Substances at any time located or present on or under such Property, (c) any residual contamination on or under any Property of the Borrower, or (d) any contamination of any Property or natural resources of the Borrower arising in connection with the generation, use, handling, storage, transportation or disposal of any Hazardous Substances by the Borrower, or any employee, agent, contractor or subcontractor of the Borrower, while such Persons are acting within the scope of their relationship with the Borrower, irrespective of whether any of such activities were or will be undertaken in accordance with applicable Requirements of Law, including, without limitation, any of the foregoing arising from negligence, whether sole or concurrent, on the part of the BankLender; with the foregoing indemnity surviving satisfaction of all Obligations and the termination of this Agreement, unless all such Obligations have been satisfied wholly in cash from the Borrower and not by way of realization against any Collateral or the conveyance of any Property in lieu thereof, provided that such -------- indemnity shall not extend to any of the foregoing resulting from the Bank’s Lender's gross negligence or willful conduct or any act or omission by the Bank Lender with respect to any Property subsequent to the Bank Lender becoming the owner of such Property and with respect to which Property such claim, loss, damage, liability, fine, penalty, charge, proceeding, order, judgment, action or requirement arises subsequent to the acquisition of title thereto by the BankLender.

Hazardous Substances Indemnification. The Borrower shall indemnify Indemnify and hold the Bank harmless from and against any and all claims, losses, damages, liabilities, fines, penalties, charges, administrative and judicial proceedings and orders, judgments, remedial actions, requirements and enforcement actions of any kind, and all costs and expenses incurred in connection therewith (including, without limitation, reasonable attorneys’ ' fees and expenses), arising directly or indirectly, in whole or in part, from out of (a) the presence of any Hazardous Substances on, under or from an, Property of the Borrowerits property, whether prior to or during the term hereof, or (b) any activity carried on or undertaken on or off any Property of the Borrowerits property, whether prior to or during the term hereof, and whether by the BorrowerBorrower or any Guarantor, or any predecessor in title or any employees, agents, contractors or subcontractors of the Borrower or any Guarantor, or any predecessor in title, employee, agent, contractor or subcontractor of the Borrower, or any other Person third Persons at any time occupying or present on such Propertyproperty, in connection with the handling, treatment, removal, storage, decontamination, cleanup, transportation or disposal of any Hazardous Substances at any time located or present on or under such Property, (c) property; with the foregoing indemnity further applying to any residual contamination on or under any Property the property of the BorrowerBorrower or any Guarantor, or (d) any property of any other Person, or affecting any natural resources, and to any contamination of any Property property or natural resources of the Borrower arising in connection with the generation, use, handling, storage, transportation or disposal of any Hazardous Substances by the Borrower, or any employee, agent, contractor or subcontractor of the Borrower, while such Persons are acting within the scope of their relationship with the BorrowerSubstances, irrespective of whether any of such activities were or will be undertaken in accordance with applicable Requirements requirements of Lawlaw, including, without limitation, any of the foregoing arising from negligenceEnvironmental Laws, whether sole or concurrent, on the part of the Bank; with the foregoing indemnity and surviving satisfaction of all Obligations Indebtedness of the Borrower to the Bank and the termination of this Agreement, unless all such Obligations have Indebtedness has been satisfied wholly in cash from the Borrower and not by way of realization against any Collateral property or the conveyance of any Property property of the Borrower or any Guarantor in lieu thereof, provided provided, further, that the claims and other actions of any kind against the Bank which give rise to such indemnity are not barred by the applicable statute of limitations at the time such claims or actions are instituted and such indemnity shall not extend to any of the foregoing resulting from the Bank’s gross negligence or willful conduct or any act or omission by the Bank or any Affiliate of the Bank or any of the Bank's employees or agents with respect to any Property the relevant property subsequent to the Bank becoming the owner of, taking possession of such Property to the exclusion of the Borrower or any Guarantor or assuming operations of any property previously owned by the Borrower or any Guarantor and with respect to which Property property such claim, loss, damage, liability, fine, penalty, charge, proceeding, order, judgment, action or requirement arises subsequent to the acquisition of title thereto thereto, taking possession thereof or assumption of operations thereon by the Bank or any Affiliate of the Bank or any of the Bank's employees or agents.

Hazardous Substances Indemnification. The Borrower shall indemnify Indemnify and hold the Bank Lender harmless from and against any and all claims, losses, damages, liabilities, fines, penalties, charges, administrative and judicial proceedings and orders, judgments, remedial actions, requirements and enforcement actions of any kind, and all costs and expenses incurred in connection therewith (including, without limitation, reasonable attorneys’ ' fees and expenses), arising directly or indirectly, in whole or in part, from (a) the presence of any Hazardous Substances on, under or from an, any Property of the BorrowerBorrowers, whether prior to or during the term hereof, (b) any activity carried on or undertaken on or off any Property of the BorrowerBorrowers, whether prior to or during the term hereof, and whether by the BorrowerBorrowers, or any predecessor in title, employee, agent, contractor or subcontractor of the BorrowerBorrowers, or any other Person at any time occupying or present on such Property, in connection with the handling, treatment, removal, storage, decontamination, cleanup, transportation or disposal of any Hazardous Substances at any time located or present on or under such Property, (c) any residual contamination on or under any Property of the BorrowerBorrowers, or (d) any contamination of any Property or natural resources of the Borrower Borrowers arising in connection with the generation, use, handling, storage, transportation or disposal of any Hazardous Substances by the BorrowerBorrowers, or any employee, agent, contractor or subcontractor of the BorrowerBorrowers, while such Persons are acting within the scope of their relationship with the BorrowerBorrowers, irrespective of whether any of such activities were or will be undertaken in accordance with applicable Requirements of Law, including, without limitation, any of the foregoing arising from negligence, whether sole or concurrent, on the part of the BankLender; with the foregoing indemnity surviving satisfaction of all Obligations and the termination of this Agreement, unless all such Obligations have been satisfied wholly in cash from the Borrower Borrowers and not by way of realization against any Collateral or the conveyance of any Property in lieu thereof, provided that such indemnity shall not extend to any of the foregoing resulting from the Bank’s Lender's gross negligence or willful conduct or any act or omission by the Bank Lender with respect to any Property subsequent to the Bank Lender becoming the owner of such Property and with respect to which Property such claim, loss, damage, liability, fine, penalty, charge, proceeding, order, judgment, action or requirement arises subsequent to the acquisition of title thereto by the BankLender.

Hazardous Substances Indemnification. The Borrower shall indemnify Indemnify and hold the Bank Lender harmless from and against any and all claims, losses, damages, liabilities, fines, penalties, charges, administrative and judicial proceedings and orders, judgments, remedial actions, requirements and enforcement actions of any kind, and all costs and expenses incurred in connection therewith (including, without limitation, reasonable attorneys’ ' fees and expenses), arising directly or indirectly, in whole or in part, from (a) the presence of any Hazardous Substances on, under or from an, any Property of the Borrower, whether prior to or during the term hereof, (b) any activity carried on or undertaken on or off any Property of the Borrower, whether prior to or during the term hereof, and whether by the Borrower, or any predecessor in title, employee, agent, contractor or subcontractor of the Borrower, or any other Person at any time occupying or present on such Property, in connection with the handling, treatment, removal, storage, decontamination, cleanup, transportation or disposal of any Hazardous Substances at any time located or present on or under such Property, (c) any residual contamination on or under any Property of the Borrower, or (d) any contamination of any Property or natural resources of the Borrower arising in connection with the generation, use, handling, storage, transportation or disposal of any Hazardous Substances by the Borrower, or any employee, agent, contractor or subcontractor of the Borrower, while such Persons are acting within the scope of their relationship with the Borrower, irrespective of whether any of such activities were or will be undertaken in accordance with applicable Requirements of Law, including, without limitation, any of the foregoing arising from negligence, whether sole or concurrent, on the part of the BankLender; with the foregoing indemnity surviving satisfaction of all Obligations and the termination of this Agreement, unless all such Obligations have been satisfied wholly in cash from the Borrower and not by way of realization against any Collateral or the conveyance of any Property in lieu thereof, provided that such indemnity shall not extend to any of the foregoing resulting from the Bank’s Lender's gross negligence or willful conduct or any act or omission by the Bank Lender with respect to any Property subsequent to the Bank Lender becoming the owner of such Property and with respect to which Property such claim, loss, damage, liability, fine, penalty, charge, proceeding, order, judgment, action or requirement arises subsequent to the acquisition of title thereto by the BankLender.

Hazardous Substances Indemnification. The Borrower shall indemnify Indemnify and hold the Bank Lender harmless from and against any and all claims, losses, damages, liabilities, fines, penalties, charges, administrative and judicial proceedings and orders, judgments, remedial actions, requirements and enforcement actions of any kind, and all costs and expenses incurred in connection therewith (including, without limitation, reasonable attorneys’ ' fees and expenses), arising directly or indirectly, in whole or in part, from (a) the presence of any Hazardous Substances on, under or from an, any Property of the BorrowerBorrowers, whether prior to or during the term hereof, (b) any activity carried on or undertaken on or off any Property of the BorrowerBorrowers, whether prior to or during the term hereof, and whether by the BorrowerBorrowers, or any predecessor in title, employee, agent, contractor or subcontractor of the BorrowerBorrowers, or any other Person at any time occupying or present on such Property, in connection with the handling, treatment, removal, storage, decontamination, cleanup, transportation or disposal of any Hazardous Substances at any time located or present on or under such Property, (c) any residual contamination on or under any Property of the BorrowerBorrowers, or (d) any contamination of any Property or natural resources of the Borrower Borrowers arising in connection with the generation, use, handling, storage, transportation or disposal of any Hazardous Substances by the BorrowerBorrowers, or any employee, agent, contractor or subcontractor of the BorrowerBorrowers, while such Persons are acting within the scope of their relationship with the BorrowerBorrowers, irrespective of whether any of such activities were or will be undertaken in accordance with applicable Requirements of Law, including, without limitation, any of the foregoing arising from negligence, whether sole or concurrent, on the part of the BankLender; with the foregoing indemnity surviving satisfaction of all Obligations and the termination of this Agreement, unless all such Obligations have been satisfied wholly in cash from the Borrower Borrowers and not by way of realization against any Collateral or the conveyance of any Property in lieu thereof, provided PROVIDED that such indemnity shall not extend to any of the foregoing resulting from the Bank’s Lender's gross negligence or willful conduct or any act or omission by the Bank Lender with respect to any Property subsequent to the Bank Lender becoming the owner of such Property and with respect to which Property such claim, loss, damage, liability, fine, penalty, charge, proceeding, order, judgment, action or requirement arises subsequent to the acquisition of title thereto by the BankLender.

Hazardous Substances Indemnification. The Borrower shall Each Related Person will, jointly and severally, defend, indemnify and hold the each Bank Party, their respective employees, agents, officers and directors harmless from and against any and all claims, losses, damages, liabilities, fines, penalties, charges, administrative and judicial proceedings and orders, judgments, remedial actions, requirements and enforcement actions of any kind, and all costs and expenses incurred in connection therewith (including, without limitation, reasonable attorneys’ ' fees and expenses), arising directly or indirectly, in whole or in part, from (a) the presence of any Hazardous Substances on, under or from an, Property of the Borrowerits Property, whether prior to or during the term hereof, (b) any activity carried on or undertaken on or off any Property of the Borrowerits Property, whether prior to or during the term hereof, and whether by the Borrower, any Related Person or any predecessor in title, employee, agent, contractor or subcontractor of the Borrowerany Related Person or any predecessor in title, or any other Person third Persons at any time occupying or present on such Property, in connection with the handling, treatment, removal, storage, decontamination, cleanup, transportation or disposal of any Hazardous Substances at any time located or present on or under such Property, or (c) any residual contamination on or under the Property of any Related Person or any Property of the Borrowerany other Person, or (d) affecting any natural resources, and to any contamination of any Property or natural resources of the Borrower arising in connection with the generation, use, handling, storage, transportation or disposal of any Hazardous Substances by the Borrower, or any employee, agent, contractor or subcontractor of the Borrower, while such Persons are acting within the scope of their relationship with the BorrowerSubstances, irrespective of whether any of such activities were or will be undertaken in accordance with applicable Requirements of Law, includingINCLUDING, without limitationWITHOUT LIMITATION, any of the foregoing arising from negligenceANY OF THE FOREGOING ARISING UNDER ANY CLAIM OR THEORY OF STRICT LIABILITY OR FROM NEGLIGENCE, whether sole or concurrentWHETHER SOLE OR CONCURRENT, on the part of the BankON THE PART OF ANY BANK PARTY; with the foregoing indemnity surviving satisfaction of all Obligations and the termination of this Agreement, unless all such Obligations have been satisfied wholly in cash from the Borrower and not by way of realization against any Collateral or the conveyance of any Property in lieu thereof, provided that such indemnity shall not extend to any of the foregoing resulting from the Bank’s gross negligence or willful conduct or any act or omission by the any Bank Party with respect to any Property subsequent to the such Bank Party becoming the owner of such Property and with respect to which Property such claim, loss, damage, liability, fine, penalty, charge, proceeding, order, judgment, action or requirement arises subsequent to the acquisition of title thereto by the Banksuch Bank Party.

Hazardous Substances Indemnification. The Borrower shall indemnify Indemnify and hold the Bank harmless from and against any and all claims, losses, damages, liabilities, fines, penalties, charges, administrative and judicial proceedings and orders, judgments, remedial actions, requirements and enforcement actions of any kind, and all costs and expenses incurred in connection therewith (including, without limitation, reasonable attorneys’ fees and expenses), arising directly or indirectly, in whole or in part, from out of (a) the presence of any Hazardous Substances on, under or from an, Property of the Borrowerits property, whether prior to or during the term hereof, or (b) any activity carried on or undertaken on or off any Property of the Borrowerits property, whether prior to or during the term hereof, and whether by the any Borrower, or any predecessor in title or any employees, agents, contractors or subcontractors of any Borrower, or any predecessor in title, employee, agent, contractor or subcontractor of the Borrower, or any other Person third Persons at any time occupying or present on such Propertyproperty, in connection with the handling, treatment, removal, storage, decontamination, cleanup, transportation or disposal of any Hazardous Substances at any time located or present on or under such Property, (c) property; with the foregoing indemnity further applying to any residual contamination on or under the property of any Property of the Borrower, or (d) any property of any other Person, or affecting any natural resources, and to any contamination of any Property property or natural resources of the Borrower arising in connection with the generation, use, handling, storage, transportation or disposal of any Hazardous Substances by the Borrower, or any employee, agent, contractor or subcontractor of the Borrower, while such Persons are acting within the scope of their relationship with the BorrowerSubstances, irrespective of whether any of such activities were or will be undertaken in accordance with applicable Requirements requirements of Law, including, without limitation, any of the foregoing arising from negligenceEnvironmental Laws, whether sole or concurrent, on the part of the Bank; with the foregoing indemnity and surviving satisfaction of all Obligations Indebtedness of each Borrower to the Bank and the termination of this Agreement, unless all such Obligations have Indebtedness has been satisfied wholly in cash from the Borrower Borrowers and not by way of realization against any Collateral property or the conveyance of any Property property of the Borrowers in lieu thereof, provided that the claims and other actions of any kind against the Bank which give rise to such indemnity are not barred by the applicable statute of limitations at the time such claims or actions are instituted and such indemnity shall not extend to any of the foregoing resulting from the Bank’s gross negligence or willful conduct or any act or omission by the Bank with respect to any Property the relevant property subsequent to the Bank becoming the owner of, taking possession of to the exclusion of any Borrower or assuming operations of any property previously owned by such Property Borrower and with respect to which Property property such claim, loss, damage, liability, fine, penalty, charge, proceeding, order, judgment, action or requirement arises subsequent to the acquisition of title thereto thereto, taking possession thereof or assumption of operations thereon by the Bank.. Table of Contents

Hazardous Substances Indemnification. The Borrower shall indemnify Indemnify and hold the Bank harmless from and against any and all claims, losses, damages, liabilities, fines, penalties, charges, administrative and judicial proceedings and orders, judgments, remedial actions, requirements and enforcement actions of any kind, and all costs and expenses incurred in connection therewith (including, without limitation, reasonable attorneys’ ' fees and expenses), arising directly or indirectly, in whole or in part, from out of (a) the presence of any Hazardous Substances on, under or from an, Property of the Borrowerits property, whether prior to or during the term hereof, or (b) any activity carried on or undertaken on or off any Property of the Borrowerits property, whether prior to or during the 47 term hereof, and whether by the BorrowerBorrower or any predecessor in title or any employees, agents, contractors or subcontractors of Borrower or any predecessor in title, employee, agent, contractor or subcontractor of the Borrower, or any other Person third Persons at any time occupying or present on such Propertyproperty, in connection with the handling, treatment, removal, storage, decontamination, cleanup, transportation or disposal of any Hazardous Substances at any time located or present on or under such Property, (c) property; with the foregoing indemnity further applying to any residual contamination on or under any Property the property of the Borrower, or (d) any property of any other Person, or affecting any natural resources, and to any contamination of any Property property or natural resources of the Borrower arising in connection with the generation, use, handling, storage, transportation or disposal of any Hazardous Substances by the Borrower, or any employee, agent, contractor or subcontractor of the Borrower, while such Persons are acting within the scope of their relationship with the BorrowerSubstances, irrespective of whether any of such activities were or will be undertaken in accordance with applicable Requirements requirements of Lawlaw, including, without limitation, any of the foregoing arising from negligenceEnvironmental Laws, whether sole or concurrent, on the part of the Bank; with the foregoing indemnity and surviving satisfaction of all Obligations Indebtedness of Borrower to Bank and the termination of this Agreement, unless all such Obligations have been satisfied wholly in cash from provided, further, that the Borrower claims and not by way of realization against any Collateral or the conveyance other actions of any Property in lieu thereof, provided that kind against Bank which give rise to such indemnity are not barred by the applicable statute of limitations at the time such claims or actions are instituted and such indemnity shall not extend to any of the foregoing resulting from the Bank’s gross negligence or willful conduct or any act or omission by the Bank or any Affiliate of Bank or any of Bank's employees or agents with respect to any Property the relevant property subsequent to the Bank becoming the owner of, taking possession of such Property to the exclusion of Borrower or assuming operations of any property previously owned by Borrower and with respect to which Property property such claim, loss, damage, liability, fine, penalty, charge, proceeding, order, judgment, action or requirement arises subsequent to the acquisition of title thereto thereto, taking possession thereof or assumption of operations thereon by Bank or any Affiliate of Bank or any of Bank's employees or agents. Notwithstanding anything herein to the contrary, the provisions of this Section 5.22 shall survive any termination of this Agreement and shall survive the payment and performance in full of all Obligations owed by Borrower to Bank.

Hazardous Substances Indemnification. The Borrower shall indemnify and hold the Bank Administrative Agent and the Lenders harmless from and against any and all claims, losses, damages, liabilities, fines, penalties, charges, administrative and judicial proceedings and orders, judgments, remedial actions, requirements and enforcement actions of any kind, and all costs and expenses incurred in connection therewith (including, without limitation, reasonable attorneys’ fees and expenses), arising directly or indirectly, in whole or in part, from (a) the presence of any Hazardous Substances on, under or from an, Property of the Borrower, whether prior to or during the term hereof, (b) any activity carried on or undertaken on or off any Property of the Borrower, whether prior to or during the term hereof, and whether by the Borrower, or any predecessor in title, employee, agent, contractor or subcontractor of the Borrower, or any other Person at any time occupying or present on such Property, in connection with the handling, treatment, removal, storage, decontamination, cleanup, transportation or disposal of any Hazardous Substances at any time located or present on or under such Property, (c) any residual contamination on or under any Property of the Borrower, or (d) any contamination of any Property or natural resources of the Borrower arising in connection with the generation, use, handling, storage, transportation or disposal of any Hazardous Substances by the Borrower, or any employee, agent, contractor or subcontractor of the Borrower, while such Persons are acting within the scope of their relationship with the Borrower, irrespective of whether any of such activities were or will be undertaken in accordance with applicable Requirements of Law, including, without limitation, any of the foregoing arising from negligence, whether sole or concurrent, on the part of the BankAdministrative Agent and/or the Lenders; with the foregoing indemnity surviving satisfaction of all Obligations and the termination of this Agreement, unless all such Obligations have been satisfied wholly in cash from the Borrower and not by way of realization against any Collateral or the conveyance of any Property in lieu thereof, provided that such indemnity shall not extend to any of the foregoing resulting from the Bankthe Administrative Agent’s or any Lender’s gross negligence or willful conduct or any act or omission by the Bank Administrative Agent or any such Lender with respect to any Property subsequent to the Bank Administrative Agent and/or such Lender becoming the owner of such Property and with respect to which Property such claim, loss, damage, liability, fine, penalty, charge, proceeding, order, judgment, action or requirement arises subsequent to the acquisition of title thereto by the BankAdministrative Agent and/or such Lender.

Hazardous Substances Indemnification. The Borrower shall indemnify and hold the Bank Administrative Agent and the Lenders harmless from and against any and all claims, losses, damages, liabilities, fines, penalties, charges, administrative and judicial proceedings and orders, judgments, remedial actions, requirements and enforcement actions of any kind, and all costs and expenses incurred in connection therewith (including, without limitation, reasonable attorneys’ fees and expenses), arising directly or indirectly, in whole or in part, from (a) the presence of any Hazardous Substances on, under or from an, Property of the Borrower, whether prior to or during the term hereof, (b) any activity carried on or undertaken on or off any Property of the Borrower, whether prior to or during the term hereof, and whether by the Borrower, or any predecessor in title, employee, agent, contractor or subcontractor of the Borrower, or any other Person at any time occupying or present on such Property, in connection with the handling, treatment, removal, storage, decontamination, cleanup, transportation or disposal of any Hazardous Substances at any time located or present on or under such Property, (c) any residual contamination on or under any Property of the Borrower, or (d) any contamination of any Property or natural resources of the Borrower arising in connection with the generation, use, handling, storage, transportation or disposal of any Hazardous Substances by the Borrower, or any employee, agent, contractor or subcontractor of the Borrower, while such Persons are acting within the scope of their relationship with the Borrower, irrespective of whether any of such activities were or will be undertaken in accordance with applicable Requirements of Law, including, without limitation, any of the foregoing arising from negligence, whether sole or concurrent, on the part of the BankAdministrative Agent and/or the Lenders; with the foregoing indemnity surviving satisfaction of all Obligations and the termination of this Agreement, unless all such Obligations have been satisfied wholly in cash from the Borrower and not by way of realization against any Collateral or the conveyance of any Property in lieu thereof, provided that such indemnity shall not extend to any of the foregoing resulting from the BankAdministrative Agent’s or any Lender’s gross negligence or willful conduct or any act or omission by the Bank Administrative Agent or any such Lender with respect to any Property subsequent to the Bank Administrative Agent and/or such Lender becoming the owner of such Property and with respect to which Property such claim, loss, damage, liability, fine, penalty, charge, proceeding, order, judgment, action or requirement arises subsequent to the acquisition of title thereto by the BankAdministrative Agent and/or such Lender.