Common use of Hazardous Substances Indemnification Clause in Contracts

Hazardous Substances Indemnification. 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, attorneys' fees and expenses), arising directly or indirectly, in whole or in part, out of (a) the presence of any Hazardous Substances on, under or from its property, whether prior to or during the term hereof, or (b) any activity carried on or undertaken on or off its property, whether prior to or during the term hereof, and whether by the Borrower, or any predecessor in title or any employees, agents, contractors or subcontractors of the Borrower, or any predecessor in title, or any 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; with the foregoing indemnity further applying to any residual contamination on or under the property of the Borrower, or any property of any other Person, or affecting any natural resources, and to any contamination of any property or natural resources arising in connection with the generation, use, handling, storage, transportation or disposal of any Hazardous Substances, irrespective of whether any of such activities were or will be undertaken in accordance with applicable requirements of Law, including, without limitation, Environmental Laws, and surviving satisfaction of all Indebtedness of the Borrower to any of the Bank Parties and the termination of this Agreement, unless all such Indebtedness has been satisfied wholly in cash from the Borrower and not by way of realization against any property or the conveyance of any 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 act or omission by any of the Bank Parties with respect to the relevant property subsequent to the Administrative Agent, the Arranger or any Bank becoming the owner of, taking possession of to the exclusion of the Borrower or assuming operations of any property previously owned by the Borrower 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, taking possession thereof or assumption of operations thereon by any of the Bank Parties.

Hazardous Substances Indemnification. Indemnify The Borrower shall 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, out of from (a) the presence of any Hazardous Substances on, under or from its propertyan, Property of the Borrower, whether prior to or during the term hereof, or (b) any activity carried on or undertaken on or off its propertyany Property of the Borrower, whether prior to or during the term hereof, and whether by the Borrower, or any predecessor in title title, employee, agent, contractor or any employees, agents, contractors or subcontractors subcontractor of the Borrower, or any predecessor in title, or any third Persons other Person 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; with the foregoing indemnity further applying to Property, (c) any residual contamination on or under the property any Property of the Borrower, or any property of any other Person, or affecting any natural resources, and to (d) 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 SubstancesSubstances 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 Requirements of Law, including, without limitation, Environmental Lawsany of the foregoing arising from negligence, and whether sole or concurrent, on the part of the Bank; with the foregoing indemnity surviving satisfaction of all Indebtedness of the Borrower to any of the Bank Parties Obligations and the termination of this Agreement, unless all such Indebtedness has Obligations have been satisfied wholly in cash from the Borrower and not by way of realization against any property Collateral or the conveyance of any property of the Borrower Property 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 the relevant property any Property subsequent to the Administrative Agent, the Arranger or any Bank becoming the owner of, taking possession of to the exclusion of the Borrower or assuming operations of any property previously owned by the Borrower such Property 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, taking possession thereof or assumption of operations thereon thereto by any of the Bank PartiesBank.

Hazardous Substances Indemnification. Indemnify The Borrower indemnifies and hold holds the Lender, its officers, employees, agents, shareholders and Affiliates (each of the Bank Parties 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, attorneys' fees and expenses), arising directly or indirectly, in whole or in part, out of from (a) the presence of any Hazardous Substances on, under or from its propertyOil and Gas Properties, whether prior to or during the term hereof, or (b) any activity carried on or undertaken on or off its propertyOil and Gas Properties, whether prior to or during the term hereof, and whether by the Borrower, Borrower or any predecessor in title or any employees, agents, contractors or subcontractors of the Borrower, Borrower or any predecessor in title, or any third Persons 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 property; with the foregoing indemnity further applying to its Oil and Gas Properties, or (c) any residual contamination on or under the property of the Borrower, or any property of any other Person, its Oil and Gas Properties or affecting any natural resourcesresources in, on or under its Oil and to Gas Properties, or any contamination of any of the property or natural resources arising in connection with the generation, use, handling, storage, transportation transport or disposal of any Hazardous SubstancesSubstance by the Borrower or any employee, agent, contractor or subcontractor of the 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, Environmental LawsIT IS THE EXPRESS INTENTION OF THE PARTIES THAT EACH INDEMNIFIED PERSON SHALL BE INDEMNIFIED AND HELD HARMLESS AGAINST ANY AND ALL LOSSES, and surviving satisfaction of all Indebtedness of 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 Borrower to any of the Bank Parties and the termination of contrary in this Agreement, unless all such Indebtedness has been satisfied wholly in cash from the Borrower and not by way of realization against any property or the conveyance of any 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 act or omission by any survive repayment of the Bank Parties with respect to the relevant property subsequent to the Administrative Agent, the Arranger or any Bank becoming the owner of, taking possession of to the exclusion of the Borrower or assuming operations of any property previously owned Debt evidenced by the Borrower 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, taking possession thereof or assumption of operations thereon by any of the Bank PartiesNote.

Hazardous Substances Indemnification. Indemnify and hold each of the Bank Parties 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, attorneys' ’ fees and expenses), arising directly or indirectly, in whole or in part, out of (a) the presence of any Hazardous Substances on, under or from its property, whether prior to or during the term hereof, or (b) any activity carried on or undertaken on or off its property, whether prior to or during the term hereof, and whether by the BorrowerBorrower or any Subsidiary, or any predecessor in title or any employees, agents, contractors or subcontractors of the Borrower, or any predecessor in title, or any 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; with the foregoing indemnity further applying to any residual contamination on or under the property of the BorrowerBorrower or any Subsidiary, or any property of any other Person, or affecting any natural resources, and to any contamination of any property or natural resources arising in connection with the generation, use, handling, storage, transportation or disposal of any Hazardous Substances, irrespective of whether any of such activities were or will be undertaken in accordance with applicable requirements of Law, including, without limitation, Environmental Laws, and surviving satisfaction of all Indebtedness of the Borrower to any of the Bank Parties Agents and the Lenders and the termination of this Agreement, unless all such Indebtedness has been satisfied wholly in cash from the Borrower and not by way of realization against any property or the conveyance of any property of the Borrower or any Subsidiary in lieu thereof, provided that the claims and other actions of any kind against any of the Bank Parties 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 act or omission by any of the Bank Parties Agents, or the Lenders with respect to the relevant property subsequent to the Administrative AgentAgents, the Arranger or any Bank Lender becoming the owner of, taking possession of 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 such claim, loss, damage, liability, fine, penalty, charge, proceeding, order, judgment, action or requirement arises subsequent to the acquisition of title thereto, taking possession thereof or assumption of operations thereon by the Agents, or any of the Bank PartiesLender.

Hazardous Substances Indemnification. Indemnify The Borrower shall indemnify and hold each of the Bank Parties 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, out of from (a) the presence of any Hazardous Substances on, under or from its propertyan, Property of the Borrower, whether prior to or during the term hereof, or (b) any activity carried on or undertaken on or off its propertyany Property of the Borrower, whether prior to or during the term hereof, and whether by the Borrower, or any predecessor in title title, employee, agent, contractor or any employees, agents, contractors or subcontractors subcontractor of the Borrower, or any predecessor in title, or any third Persons other Person 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; with the foregoing indemnity further applying to Property, (c) any residual contamination on or under the property any Property of the Borrower, or any property of any other Person, or affecting any natural resources, and to (d) 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 SubstancesSubstances 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 Requirements of Law, including, without limitation, Environmental Lawsany of the foregoing arising from negligence, and whether sole or concurrent, on the part of the Administrative Agent and/or the Lenders; with the foregoing indemnity surviving satisfaction of all Indebtedness of the Borrower to any of the Bank Parties Obligations and the termination of this Agreement, unless all such Indebtedness has Obligations have been satisfied wholly in cash from the Borrower and not by way of realization against any property Collateral or the conveyance of any property of the Borrower Property 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 the Administrative Agent’s or any Lender’s gross negligence or willful conduct or any act or omission by the Administrative Agent or any of the Bank Parties such Lender with respect to the relevant property any Property subsequent to the Administrative Agent, the Arranger or any Bank Agent and/or such Lender becoming the owner of, taking possession of to the exclusion of the Borrower or assuming operations of any property previously owned by the Borrower such Property 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, taking possession thereof or assumption of operations thereon thereto by any of the Bank PartiesAdministrative Agent and/or such Lender.

Hazardous Substances Indemnification. 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, attorneys' fees and expenses), arising directly or indirectly, in whole or in part, out of (a) the presence of any Hazardous Substances on, under or from its property, whether prior to or during the term hereof, or (b) any activity carried on or undertaken on or off its property, whether prior to or during the term hereof, and whether by the Borrower, or any predecessor in title or any employees, agents, contractors or subcontractors of the Borrower, or any predecessor in title, or any 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; with the foregoing indemnity further applying to any residual contamination on or under the property of the Borrower, or any property of any other Person, or affecting any natural resources, and to any contamination of any property or natural resources arising in connection with the generation, use, handling, storage, transportation or disposal of any Hazardous Substances, irrespective of whether any of such activities were or will be undertaken in accordance with applicable requirements of Law, including, without limitation, Environmental Laws, and surviving satisfaction of all Indebtedness of the Borrower to any of the Bank Parties and the termination of this Agreement, unless all such Indebtedness has been satisfied wholly in cash from the Borrower and not by way of realization against any property or the conveyance of any property of the Borrower in lieu thereof, provided 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 act or omission by any of the Bank Parties with respect to the relevant property subsequent to the Administrative Agent, the Arranger or any Bank becoming the owner of, taking possession of to the exclusion of the Borrower or assuming operations of any property previously owned by the Borrower 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, taking possession thereof or assumption of operations thereon by any of the Bank PartiesBank.

Hazardous Substances Indemnification. Indemnify Each Related Person will, jointly and severally, defend, indemnify and hold each of the Bank Parties 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, attorneys' fees and expenses), arising directly or indirectly, in whole or in part, out of from (a) the presence of any Hazardous Substances on, under or from its propertyProperty, whether prior to or during the term hereof, or (b) any activity carried on or undertaken on or off its propertyProperty, whether prior to or during the term hereof, and whether by the Borrower, any Related Person or any predecessor in title title, employee, agent, contractor or subcontractor of any employees, agents, contractors or subcontractors of the Borrower, Related Person or any 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; with the foregoing indemnity further applying to Property, or (c) any residual contamination on or under the property Property of the Borrower, any Related Person or any property Property of any other Person, or affecting any natural resources, and to any contamination of any property Property or natural resources arising in connection with the generation, use, handling, storage, transportation or disposal of any Hazardous Substances, irrespective of whether any of such activities were or will be undertaken in accordance with applicable requirements Requirements of Law, includingINCLUDING, without limitationWITHOUT LIMITATION, Environmental LawsANY OF THE FOREGOING ARISING UNDER ANY CLAIM OR THEORY OF STRICT LIABILITY OR FROM NEGLIGENCE, and WHETHER SOLE OR CONCURRENT, ON THE PART OF ANY BANK PARTY; with the foregoing indemnity surviving satisfaction of all Indebtedness of the Borrower to any of the Bank Parties Obligations and the termination of this Agreement, unless all such Indebtedness has been satisfied wholly in cash from the Borrower and not by way of realization against any property or the conveyance of any 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 act or omission by any of the Bank Parties Party with respect to the relevant property any Property subsequent to the Administrative Agent, the Arranger or any such Bank Party becoming the owner of, taking possession of to the exclusion of the Borrower or assuming operations of any property previously owned by the Borrower such Property 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, taking possession thereof or assumption of operations thereon thereto by any of the such Bank PartiesParty.

Hazardous Substances Indemnification. Indemnify Mortgagor hereby indemnifies and hold each of holds Mortgagee, its shareholders, officers, directors, employees, agents, attorney-in-fact and affiliates and the Bank Parties 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, attorneys' fees and expensesexpenses ("Claims"), arising directly or indirectly, in whole or in part, out of from (a) the presence of any Hazardous Substances on, under or from its property, the Mortgaged Property or any other property of Mortgagor whether prior to or during the term hereof, or (b) any activity carried on or undertaken on or off its property, whether prior to or during the term hereof, and whether by the Borrower, Mortgagor (or any predecessor in title or any employeesemployee, agentsagent, contractors contractor or subcontractors subcontractor of the Borrower, Mortgagor or any predecessor Mortgagor's predecessors in title, title or any third Persons other 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 property; with activity is carried on prior to or during the foregoing indemnity further applying to term hereof, or (c) any residual contamination on or under the property of the Borrower, or any property of any other Person, Mortgaged Property or affecting any natural resourcesresources in, and to on or under the Mortgaged Property, or any contamination of any other property or natural resources arising in connection with the generation, use, handling, storage, transportation transport or disposal of any Hazardous SubstancesSubstance by Mortgagor or any employee, agent, contractor or subcontractor of Mortgagor, 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, Environmental Laws, and surviving satisfaction of all Indebtedness of the Borrower to any of the Bank Parties and foregoing arising, in whole or in part, from negligence on the termination part of this AgreementMortgagee or any of its shareholders, unless all such Indebtedness has been satisfied wholly in cash from the Borrower and not by way of realization against any property officers, directors, employees, agents, attorneys-in-fact or affiliates or the conveyance of any property of Trustee (the Borrower in lieu thereof, provided that foregoing indemnity being 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 act or omission by any of the Bank Parties with respect to the relevant property subsequent to the Administrative Agent, the Arranger or any Bank becoming the owner of, taking possession of to the exclusion of the Borrower or assuming operations of any property previously owned by the Borrower 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, taking possession thereof or assumption of operations thereon by any of the Bank Parties"Hazardous Substances Indemnity").

Hazardous Substances Indemnification. Indemnify Borrower shall protect, indemnify and hold each Lender, its directors, officers, employees and agents, and any immediate successors to Lender's interest in the Collateral and any other person who acquires any portion of the Bank Parties Collateral at a foreclosure sale or otherwise through the exercise of Lender's rights and remedies under the Loan Documents, and all directors, officers, employees and agents of all of the aforementioned indemnified parties, harmless from and against any and all actual or potential claims, lossesproceedings, lawsuits, liabilities, damages, liabilitieslosses, fines, penalties, charges, administrative and judicial proceedings and orders, judgments, remedial actionsawards, requirements and enforcement actions of any kind, and all costs and expenses incurred in connection therewith (including, without limitation, attorneys' fees and expenses), arising directly or indirectly, in whole or in part, costs and expenses of investigation) which arise out of (a) the presence of or relate in any Hazardous Substances on, under or from its property, whether prior to or during the term hereof, or (b) any activity carried on or undertaken on or off its property, whether prior to or during the term hereof, and whether by the Borrower, or any predecessor in title or any employees, agents, contractors or subcontractors of the Borrower, or any predecessor in title, or any 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; with the foregoing indemnity further applying way to any residual contamination on or under the property of the Borrower, or any property of any other Person, or affecting any natural resources, and to any contamination of any property or natural resources arising in connection with the generation, use, handling, storageproduction, transportation transportation, disposal or disposal storage of any Hazardous Substances, irrespective hazardous substance or solid waste whether by Borrower or any tenant or any other person during the ownership of whether any of such activities were or will be undertaken in accordance with applicable requirements of Lawthe Collateral by Borrower, including, without limitation, Environmental Laws(i) all foreseeable and all unforeseeable consequential damages directly or indirectly arising out of (A) the use, generation, storage, discharge or disposal of the Collateral by Borrower or (B) any residual contamination affecting any natural resource or the environment, and surviving satisfaction (ii) the cost of all Indebtedness any required or necessary repair, cleanup, or detoxification of the Collateral and the preparation of any closure or other required remedial plans. In addition, Borrower agrees that in the event the Collateral is assigned an identification number by the Environmental Protection Agency, the Collateral shall be solely in the name of Borrower or other responsible person and, as between Borrower and Lender, Borrower shall assume any and all liability for such removed Collateral. All such costs, damages, and expenses referred to herein shall hereinafter be referred to as "EXPENSES". Borrower understands and agrees that its liability to the aforementioned indemnified parties shall arise upon the earlier to occur of (a) discovery of any violation of the Bank Parties Applicable Environmental Laws or (b) the institution of any Hazardous Materials Claim, and not upon the realization of loss or damage, and Borrower agrees to pay to Lender from time to time, immediately upon Lender's request, an amount equal to such Expenses, as reasonably determined by Lender. In addition, Borrower agrees that any Expenses incurred by Lender and not paid by Borrower shall be additional indebtedness of Borrower and shall be secured by the Loan Documents and shall accrue interest at the Maximum Rate. The agreements contained herein shall survive the repayment of the Note and the termination of the Loan Documents. As used herein, "HAZARDOUS MATERIALS CLAIMS" shall mean any and all enforcement, clean-up, removal or other governmental or regulatory actions or orders threatened, instituted or completed pursuant to any Applicable Environmental Laws, together with all claims made or threatened by any third party against Borrower or the Collateral relating to damage, contribution, cost recovery compensation, loss or injury resulting from any hazardous substance or solid waste. Notwithstanding anything to the contrary contained in this Agreementsubparagraph or in the Loan Documents, unless it is hereby expressly agreed and understood that Borrower's obligation to protect, indemnify and hold Lender and the other aforementioned indemnified parties harmless from and against any and all Hazardous Materials Claims and Expenses pursuant to this subparagraph shall not apply to Hazardous Materials Claims or Expenses arising out of or relating in any way to any use, handling, production, transportation, disposal or storage of the Collateral directly caused by Lender or any such Indebtedness has been satisfied wholly in cash from other indemnified party during the Borrower management, operation, possession or ownership of the Collateral by Lender or any such other indemnified party, and not by way resulting from a condition existing prior to the commencement of realization against any property such management, operation, possession or the conveyance of any property ownership 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 Collateral by the applicable statute of limitations at the time such claims or actions are instituted and such indemnity shall not extend to any act or omission by any of the Bank Parties with respect to the relevant property subsequent to the Administrative Agent, the Arranger Lender or any Bank becoming the owner of, taking possession of to the exclusion of the Borrower or assuming operations of any property previously owned by the Borrower 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, taking possession thereof or assumption of operations thereon by any of the Bank Partiesother indemnified party.

Hazardous Substances Indemnification. 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, attorneys' fees and expenses), arising directly or indirectly, in whole or in part, out of (a) the presence of any Hazardous Substances on, under or from the property of Borrower or its propertySubsidiaries, whether prior to or during the term hereof, or (b) any activity carried on or undertaken on or off its such property, whether prior to or during the term hereof, and whether by the Borrower, Borrower or its Subsidiaries or any predecessor in title or any employees, agents, contractors or subcontractors of the Borrower, Borrower or its Subsidiaries or any predecessor in title, or any 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; with the foregoing indemnity further applying to any residual contamination on or under the property of the BorrowerBorrower or its Subsidiaries, or any property of any other Person, or affecting any natural resources, and to any contamination of any property or natural resources arising in connection with the generation, use, handling, storage, transportation or disposal of any Hazardous Substances, irrespective of whether any of such activities were or will be undertaken in accordance with applicable requirements of Lawlaw, including, without limitation, Environmental Laws, and surviving satisfaction of all Indebtedness of the Borrower to any of the Bank Parties and the termination of this Agreement, unless all such Indebtedness has been satisfied wholly in cash from the Borrower and not by way of realization against any property or the conveyance of any property of the Borrower in lieu thereofprovided, provided further, 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 act or omission by Bank or any Affiliate of Bank or any of the Bank Parties Bank's employees or agents with respect to the relevant property subsequent to the Administrative Agent, the Arranger or any Bank becoming the owner of, taking possession of to the exclusion of the Borrower or assuming operations of any property previously owned by the Borrower 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, taking possession thereof or assumption of operations thereon by any of the Bank Parties.exclusion

Hazardous Substances Indemnification. 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, attorneys' fees and expenses), arising directly or indirectly, in whole or in part, out of (a) the presence of any Hazardous Substances on, under or from its property, whether prior to or during the term hereof, or (b) any activity carried on or undertaken on or off its property, whether prior to or during the term hereof, and whether by the Borrower, Borrower or any predecessor in title or any employees, agents, contractors or subcontractors of the Borrower, Borrower or any predecessor in title, or any 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; with the foregoing indemnity further applying to any residual contamination on or under the property of the Borrower, or any property of any other Person, or affecting any natural resources, and to any contamination of any property or natural resources arising in connection with the generation, use, handling, storage, transportation or disposal of any Hazardous Substances, irrespective of whether any of such activities were or will be undertaken in accordance with applicable requirements of Lawlaw, including, without limitation, Environmental Laws, and surviving satisfaction of all Indebtedness of the Borrower to any of the Bank Parties and the termination of this Agreement, unless all such Indebtedness has been satisfied wholly in cash from the Borrower and not by way of realization against any property or the conveyance of any property of the Borrower in lieu thereofprovided, provided further, 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 act or omission by Bank or any Affiliate of Bank or any of the Bank Parties Bank's employees or agents with respect to the relevant property subsequent to the Administrative Agent, the Arranger or any Bank becoming the owner of, taking possession of to the exclusion of the Borrower or assuming operations of any property previously owned by the Borrower 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, 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 Bank Partiescontrary, 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. Indemnify and hold each of the Bank Parties 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, out of from (a) the presence of any Hazardous Substances on, under or from its propertyany Property of the Borrower, whether prior to or during the term hereof, or (b) any activity carried on or undertaken on or off its propertyany Property of the Borrower, whether prior to or during the term hereof, and whether by the Borrower, or any predecessor in title title, employee, agent, contractor or any employees, agents, contractors or subcontractors subcontractor of the Borrower, or any predecessor in title, or any third Persons other Person 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; with the foregoing indemnity further applying to Property, (c) any residual contamination on or under the property any Property of the Borrower, or any property of any other Person, or affecting any natural resources, and to (d) 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 SubstancesSubstances 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 Requirements of Law, including, without limitation, Environmental Lawsany of the foregoing arising from negligence, and whether sole or concurrent, on the part of the Lender; with the foregoing indemnity surviving satisfaction of all Indebtedness of the Borrower to any of the Bank Parties Obligations and the termination of this Agreement, unless all such Indebtedness has Obligations have been satisfied wholly in cash from the Borrower and not by way of realization against any property Collateral or the conveyance of any property of the Borrower Property 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 Lender's gross negligence or willful conduct or any act or omission by any of the Bank Parties Lender with respect to the relevant property any Property subsequent to the Administrative Agent, the Arranger or any Bank Lender becoming the owner of, taking possession of to the exclusion of the Borrower or assuming operations of any property previously owned by the Borrower such Property 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, taking possession thereof or assumption of operations thereon thereto by any of the Bank PartiesLender.

Hazardous Substances Indemnification. Indemnify The Borrower shall indemnify and hold each of the Bank Parties 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, out of from (a) the presence of any Hazardous Substances on, under or from its propertyan, Property of the Borrower, whether prior to or during the term hereof, or (b) any activity carried on or undertaken on or off its propertyany Property of the Borrower, whether prior to or during the term hereof, and whether by the Borrower, or any predecessor in title title, employee, agent, contractor or any employees, agents, contractors or subcontractors subcontractor of the Borrower, or any predecessor in title, or any third Persons other Person 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; with the foregoing indemnity further applying to Property, (c) any residual contamination on or under the property any Property of the Borrower, or any property of any other Person, or affecting any natural resources, and to (d) 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 SubstancesSubstances 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 Requirements of Law, including, without limitation, Environmental Lawsany of the foregoing arising from negligence, and whether sole or concurrent, on the part of the Administrative Agent and/or the Lenders; with the foregoing indemnity surviving satisfaction of all Indebtedness of the Borrower to any of the Bank Parties Obligations and the termination of this Agreement, unless all such Indebtedness has Obligations have been satisfied wholly in cash from the Borrower and not by way of realization against any property Collateral or the conveyance of any property of the Borrower Property 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 Administrative Agent’s or any Lender’s gross negligence or willful conduct or any act or omission by the Administrative Agent or any of the Bank Parties such Lender with respect to the relevant property any Property subsequent to the Administrative Agent, the Arranger or any Bank Agent and/or such Lender becoming the owner of, taking possession of to the exclusion of the Borrower or assuming operations of any property previously owned by the Borrower such Property 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, taking possession thereof or assumption of operations thereon thereto by any of the Bank PartiesAdministrative Agent and/or such Lender.

Hazardous Substances Indemnification. Indemnify Borrower shall protect, indemnify and hold each Lender, its directors, officers, employees and agents, and any immediate successors to Lender's interest in the Collateral and any other person who acquires any portion of the Bank Parties Collateral at a foreclosure sale or otherwise through the exercise of Lender's rights and remedies under the Loan Documents, and all directors, officers, employees and agents of all of the aforementioned indemnified parties, harmless from and against any and all actual or potential claims, lossesproceedings, lawsuits, liabilities, damages, liabilitieslosses, fines, penalties, charges, administrative and judicial proceedings and orders, judgments, remedial actionsawards, requirements and enforcement actions of any kind, and all costs and expenses incurred in connection therewith (including, without limitation, attorneys' fees and expenses), arising directly or indirectly, in whole or in part, costs and expenses of investigation) which arise out of (a) the presence of or relate in any Hazardous Substances on, under or from its property, whether prior to or during the term hereof, or (b) any activity carried on or undertaken on or off its property, whether prior to or during the term hereof, and whether by the Borrower, or any predecessor in title or any employees, agents, contractors or subcontractors of the Borrower, or any predecessor in title, or any 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; with the foregoing indemnity further applying way to any residual contamination on or under the property of the Borrower, or any property of any other Person, or affecting any natural resources, and to any contamination of any property or natural resources arising in connection with the generation, use, handling, storageproduction, transportation transportation, disposal or disposal storage of any Hazardous Substances, irrespective hazardous substance or solid waste whether by Borrower or any tenant or any other person during the ownership of whether any of such activities were or will be undertaken in accordance with applicable requirements of Lawthe Collateral by Borrower, including, without limitation, Environmental Laws(i) all foreseeable and all unforeseeable consequential damages directly or indirectly arising out of (A) the use, generation, storage, discharge or disposal of the Collateral by Borrower or (B) any residual contamination affecting any natural resource or the environment, and surviving satisfaction (ii) the cost of all Indebtedness any required or necessary repair, cleanup, or detoxification of the Borrower to any of the Bank Parties Collateral and the termination preparation of this Agreementany closure or other required remedial plans. In addition, unless all such Indebtedness has been satisfied wholly Borrower agrees that in cash from the event the Collateral is assigned an identification number by the Environmental Protection Agency, the Collateral shall be solely in the name of Borrower or other responsible person and, as between Borrower and not by way of realization against Lender, Borrower shall assume any property or the conveyance of any property of the and all liability for such removed Collateral. All such costs, damages, and expenses referred to herein shall hereinafter be referred to as "Expenses". Borrower in lieu thereof, provided understands and agrees 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 act or omission by any of the Bank Parties with respect its liability to the relevant property subsequent aforementioned indemnified parties shall arise upon the earlier to the Administrative Agent, the Arranger or any Bank becoming the owner occur of (a) discovery of, taking possession of to the exclusion of the Borrower or assuming operations of any property previously owned by the Borrower 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, taking possession thereof or assumption of operations thereon by any of the Bank Parties.

Hazardous Substances Indemnification. Indemnify and hold each of the Bank Parties 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, out of from (a) the presence of any Hazardous Substances on, under or from its propertyany Property of the Borrower, whether prior to or during the term hereof, or (b) any activity carried on or undertaken on or off its propertyany Property of the Borrower, whether prior to or during the term hereof, and whether by the Borrower, or any predecessor in title title, employee, agent, contractor or any employees, agents, contractors or subcontractors subcontractor of the Borrower, or any predecessor in title, or any third Persons other Person 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; with the foregoing indemnity further applying to Property, (c) any residual contamination on or under the property any Property of the Borrower, or any property of any other Person, or affecting any natural resources, and to (d) 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 SubstancesSubstances by Borrower, or any employee, agent, contractor or subcontractor of 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 Requirements of Law, including, without limitation, Environmental Lawsany of the foregoing arising from negligence, and whether sole or concurrent, on the part of the Lender; with the foregoing indemnity surviving satisfaction of all Indebtedness of the Borrower to any of the Bank Parties Obligations and the termination of this Agreement, unless all such Indebtedness has Obligations have been satisfied wholly in cash from the Borrower and not by way of realization against any property Collateral or the conveyance of any property of the Borrower Property 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 Lender's gross negligence or willful conduct or any act or omission by any of the Bank Parties Lender with respect to the relevant property any Property subsequent to the Administrative Agent, the Arranger or any Bank Lender becoming the owner of, taking possession of to the exclusion of the Borrower or assuming operations of any property previously owned by the Borrower such Property 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, taking possession thereof or assumption of operations thereon thereto by any of the Bank PartiesLender.

Hazardous Substances Indemnification. 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, attorneys' fees and expenses), arising directly or indirectly, in whole or in part, out of (a) the presence of any Hazardous Substances on, under or from its property, whether prior to or during the term hereof, or (b) any activity carried on or undertaken on or off its property, whether prior to or during the 47 term hereof, and whether by the Borrower, Borrower or any predecessor in title or any employees, agents, contractors or subcontractors of the Borrower, Borrower or any predecessor in title, or any 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; with the foregoing indemnity further applying to any residual contamination on or under the property of the Borrower, or any property of any other Person, or affecting any natural resources, and to any contamination of any property or natural resources arising in connection with the generation, use, handling, storage, transportation or disposal of any Hazardous Substances, irrespective of whether any of such activities were or will be undertaken in accordance with applicable requirements of Lawlaw, including, without limitation, Environmental Laws, and surviving satisfaction of all Indebtedness of the Borrower to any of the Bank Parties and the termination of this Agreement, unless all such Indebtedness has been satisfied wholly in cash from the Borrower and not by way of realization against any property or the conveyance of any property of the Borrower in lieu thereofprovided, provided further, 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 act or omission by Bank or any Affiliate of Bank or any of the Bank Parties Bank's employees or agents with respect to the relevant property subsequent to the Administrative Agent, the Arranger or any Bank becoming the owner of, taking possession of to the exclusion of the Borrower or assuming operations of any property previously owned by the Borrower 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, 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 Bank Partiescontrary, 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. Indemnify and hold each of the Bank Parties 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, attorneys' fees and expenses), arising directly or indirectly, in whole or in part, out of (a) the presence of any Hazardous Substances on, under or from its property, whether prior to or during the term hereof, or (b) any activity carried on or undertaken on or off its property, whether prior to or during the term hereof, and whether by the Borrower, or any predecessor in title or any employees, agents, contractors or subcontractors of the Borrower, or any predecessor in title, or any 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; with the foregoing indemnity further applying to any residual contamination on or under the property of the Borrower, or any property of any other Person, or affecting any natural resources, and to any contamination of any property or natural resources arising in connection with the generation, use, handling, storage, transportation or disposal of any Hazardous Substances, irrespective of whether any of such activities were or will be undertaken in accordance with applicable requirements of Law, including, without limitation, Environmental Laws, and surviving satisfaction of all Indebtedness of the Borrower to any of the Bank Parties Agents and the Lenders and the termination of this Agreement, unless all such Indebtedness has been satisfied wholly in cash from the Borrower and not by way of realization against any property or the conveyance of any property of the Borrower in lieu thereof, provided that the claims and other actions of any kind against any of the Bank Parties 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 act or omission by any of the Bank Parties Agents, or the Lenders with respect to the relevant property subsequent to the Administrative AgentAgents, the Arranger or any Bank Lender becoming the owner of, taking possession of to the exclusion of the Borrower or assuming operations of any property previously owned by the Borrower 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, taking possession thereof or assumption of operations thereon by the Agents, or any of the Bank PartiesLender.

Hazardous Substances Indemnification. Indemnify and hold each of the Bank Parties 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, out of from (a) the presence of any Hazardous Substances on, under or from its propertyany Property of the Borrowers, whether prior to or during the term hereof, or (b) any activity carried on or undertaken on or off its propertyany Property of the Borrowers, whether prior to or during the term hereof, and whether by the Borrower, or any predecessor in title or any employees, agents, contractors or subcontractors of the BorrowerBorrowers, or any predecessor in title, employee, agent, contractor or subcontractor of the Borrowers, or any third Persons other Person 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; with the foregoing indemnity further applying to Property, (c) any residual contamination on or under the property any Property of the BorrowerBorrowers, or any property of any other Person, or affecting any natural resources, and to (d) any contamination of any property Property or natural resources of the Borrowers arising in connection with the generation, use, handling, storage, transportation or disposal of any Hazardous SubstancesSubstances by the Borrowers, or any employee, agent, contractor or subcontractor of the Borrowers, while such Persons are acting within the scope of their relationship with the Borrowers, irrespective of whether any of such activities were or will be undertaken in accordance with applicable requirements Requirements of Law, including, without limitation, Environmental Lawsany of the foregoing arising from negligence, and whether sole or concurrent, on the part of the Lender; with the foregoing indemnity surviving satisfaction of all Indebtedness of the Borrower to any of the Bank Parties Obligations and the termination of this Agreement, unless all such Indebtedness has Obligations have been satisfied wholly in cash from the Borrower Borrowers and not by way of realization against any property Collateral or the conveyance of any property of the Borrower Property 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 Lender's gross negligence or willful conduct or any act or omission by any of the Bank Parties Lender with respect to the relevant property any Property subsequent to the Administrative Agent, the Arranger or any Bank Lender becoming the owner of, taking possession of to the exclusion of the Borrower or assuming operations of any property previously owned by the Borrower such Property 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, taking possession thereof or assumption of operations thereon thereto by any of the Bank PartiesLender.

Hazardous Substances Indemnification. 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, attorneys' fees and expenses), arising directly or indirectly, in whole or in part, out of (a) the presence of any Hazardous Substances on, under or from its property, whether prior to or during the term hereof, or (b) any activity carried on or undertaken on or off its 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 BorrowerBorrower or any Guarantor, or any predecessor in title, or any 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; with the foregoing indemnity further applying to any residual contamination on or under the property of the BorrowerBorrower or any Guarantor, or any property of any other Person, or affecting any natural resources, and to any contamination of any property or natural resources arising in connection with the generation, use, handling, storage, transportation or disposal of any Hazardous Substances, irrespective of whether any of such activities were or will be undertaken in accordance with applicable requirements of Lawlaw, including, without limitation, Environmental Laws, and surviving satisfaction of all Indebtedness of the Borrower to any of the Bank Parties and the termination of this Agreement, unless all such Indebtedness has been satisfied wholly in cash from the Borrower and not by way of realization against any property or the conveyance of any property of the Borrower or any Guarantor in lieu thereof, provided provided, further, 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 act or omission by the Bank or any Affiliate of the Bank or any of the Bank Parties Bank's employees or agents with respect to the relevant property subsequent to the Administrative Agent, the Arranger or any Bank becoming the owner of, taking possession of 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 such claim, loss, damage, liability, fine, penalty, charge, proceeding, order, judgment, action or requirement arises subsequent to the acquisition of title thereto, taking possession thereof or assumption of operations thereon by the Bank or any Affiliate of the Bank or any of the Bank PartiesBank's employees or agents.

Hazardous Substances Indemnification. 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, attorneys' ’ fees and expenses), arising directly or indirectly, in whole or in part, out of (a) the presence of any Hazardous Substances on, under or from its property, whether prior to or during the term hereof, or (b) any activity carried on or undertaken on or off its 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 the any Borrower, or any predecessor in title, or any 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; with the foregoing indemnity further applying to any residual contamination on or under the property of the any Borrower, or any property of any other Person, or affecting any natural resources, and to any contamination of any property or natural resources arising in connection with the generation, use, handling, storage, transportation or disposal of any Hazardous Substances, irrespective of whether any of such activities were or will be undertaken in accordance with applicable requirements of Law, including, without limitation, Environmental Laws, and surviving satisfaction of all Indebtedness of the each Borrower to any of the Bank Parties and the termination of this Agreement, unless all such Indebtedness has been satisfied wholly in cash from the Borrower Borrowers and not by way of realization against any property or the conveyance of any property of the Borrower Borrowers 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 act or omission by any of the Bank Parties with respect to the relevant property subsequent to the Administrative Agent, the Arranger or any Bank becoming the owner of, taking possession of to the exclusion of the any Borrower or assuming operations of any property previously owned by the such Borrower 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, taking possession thereof or assumption of operations thereon by any the Bank. Table of the Bank Parties.Contents

Hazardous Substances Indemnification. 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, attorneys' fees and expenses), arising directly or indirectly, in whole or in part, out of (a) the presence of any Hazardous Substances on, under or from its property, whether prior to or during the term hereof, or (b) any activity carried on or undertaken on or off its property, whether prior to or during the term hereof, and whether by the Borrower, or any predecessor in title or any employees, agents, contractors or subcontractors of the Borrower, or any predecessor in title, or any 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; with the foregoing indemnity further applying to any residual contamination on or under the property of the Borrower, or any property of any other Person, or affecting any natural resources, and to any contamination of any property or natural resources arising in connection with the generation, use, handling, storage, transportation or disposal of any Hazardous Substances, irrespective of whether any of such activities were or will be undertaken in accordance with applicable requirements of Law, including, without limitation, Environmental Laws, and surviving satisfaction of all Indebtedness of the Borrower to any of the Bank Parties and the termination of this Agreement, unless all such Indebtedness has been satisfied wholly in cash from the Borrower and not by way of realization against any property or the conveyance of any 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 act or omission by any of the Bank Parties with respect to the relevant property subsequent to the Administrative Agent, the Arranger or any Bank becoming the owner of, taking possession of to the exclusion of the Borrower or assuming operations of any property previously owned by the Borrower 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, taking possession thereof or assumption of operations thereon by any of the Bank PartiesBank.

Hazardous Substances Indemnification. Indemnify and hold each of the Bank Parties 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, out of from (a) the presence of any Hazardous Substances on, under or from its propertyany Property of the Borrowers, whether prior to or during the term hereof, or (b) any activity carried on or undertaken on or off its propertyany Property of the Borrowers, whether prior to or during the term hereof, and whether by the Borrower, or any predecessor in title or any employees, agents, contractors or subcontractors of the BorrowerBorrowers, or any predecessor in title, employee, agent, contractor or subcontractor of the Borrowers, or any third Persons other Person 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; with the foregoing indemnity further applying to Property, (c) any residual contamination on or under the property any Property of the BorrowerBorrowers, or any property of any other Person, or affecting any natural resources, and to (d) any contamination of any property Property or natural resources of the Borrowers arising in connection with the generation, use, handling, storage, transportation or disposal of any Hazardous SubstancesSubstances by Borrowers, or any employee, agent, contractor or subcontractor of Borrowers, while such Persons are acting within the scope of their relationship with the Borrowers, irrespective of whether any of such activities were or will be undertaken in accordance with applicable requirements Requirements of Law, including, without limitation, Environmental Lawsany of the foregoing arising from negligence, and whether sole or concurrent, on the part of the Lender; with the foregoing indemnity surviving satisfaction of all Indebtedness of the Borrower to any of the Bank Parties Obligations and the termination of this Agreement, unless all such Indebtedness has Obligations have been satisfied wholly in cash from the Borrower Borrowers and not by way of realization against any property Collateral or the conveyance of any property of the Borrower Property in lieu thereof, provided 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 Lender's gross negligence or willful conduct or any act or omission by any of the Bank Parties Lender with respect to the relevant property any Property subsequent to the Administrative Agent, the Arranger or any Bank Lender becoming the owner of, taking possession of to the exclusion of the Borrower or assuming operations of any property previously owned by the Borrower such Property 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, taking possession thereof or assumption of operations thereon thereto by any of the Bank PartiesLender.