Common use of Hazardous Substances Indemnification Clause in Contracts

Hazardous Substances Indemnification. Borrower shall protect, indemnify and hold 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 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, proceedings, lawsuits, liabilities, damages, losses, fines, penalties, judgments, awards, and reasonable costs and expenses (including, without limitation, attorneys' fees and costs and expenses of investigation) which arise out of or relate in any way to any use, handling, production, transportation, disposal or storage of any hazardous substance or solid waste affecting the Collateral whether by Borrower or any tenant or any other person, except resulting from the gross negligence or intentional misconduct of Lender, during the ownership of the Collateral by Borrower, including, without limitation, (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 (ii) the cost of 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 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 incurred by Lender. In addition, Borrower agrees that any Expenses incurred by Lender and not paid by Borrower within thirty (30) days following demand by Lender 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 affecting the Collateral. Notwithstanding anything to the contrary contained in this subparagraph or in the Loan Documents, 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 other indemnified party during the management, operation, possession or ownership of the Collateral by Lender or any such other indemnified party, and not resulting from a condition existing prior to the commencement of such management, operation, possession or ownership of the Collateral by Lender or any such other indemnified party.

Hazardous Substances Indemnification. Borrower The Company shall protectindemnify, indemnify defend and hold 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 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, you harmless from and against any and all actual loss or potential claims, proceedings, lawsuits, liabilities, damages, losses, fines, penalties, judgments, awards, and reasonable costs and expenses (including, without limitation, attorneys' fees and costs and expenses of investigation) which arise out of or relate in any way to any use, handling, production, transportation, disposal or storage of any hazardous substance or solid waste affecting the Collateral whether by Borrower or any tenant or any other person, except resulting from the gross negligence or intentional misconduct of Lender, during the ownership of the Collateral by Borrower, including, without limitation, (i) all foreseeable and all unforeseeable consequential damages liability directly or indirectly arising out of (A) the use, generation, manufacture, production, storage, release, threatened release, discharge or disposal of any Hazardous Substances in or about the Collateral by Borrower Property of the Company, the Parent or any of their Subsidiaries. This indemnification provision shall apply whether the Hazardous Substances are in, on, under or about the Property or operations of the Company, the Parent or any of their Subsidiaries. The foregoing indemnification includes but is not limited to reasonable attorneys' fees (B) any residual contamination affecting any natural resource including the allocated cost of in-house counsel and staff). The foregoing indemnification extends to you, your parent, your subsidiaries and all of your or their directors, officers, employees, agents, successors, attorneys and assigns. This indemnification provision shall survive repayment of the environmentCompany's obligations under the Bonds, and payment shall not be a condition precedent to recovery upon the foregoing indemnification provisions. In the event that you receive a claim, demand or action for which you believe that indemnification will or may be required pursuant to this Section, you agree to so notify the Company in writing promptly (iiand in any event within twenty (20) days after your receipt of such claim, and/or action). Upon receipt of such notice from you, the cost of any required Company shall have the right to defend such claim, demand or necessary repair, cleanupaction by legal counsel selected by the insurance carrier for the Company, 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 selected by the Environmental Protection Agency, the Collateral Company and reasonably satisfactory to you. Such right shall be solely in exercised by written notice to you given within twenty (20) days after the name Company's receipt of Borrower or other responsible person and, as between Borrower and Lender, Borrower shall assume any and all liability for such removed Collateralyour notice. All such costs, damagesIf the Company elects to undertake your defense, and expenses referred to herein shall hereinafter be referred to so long as "Expenses". Borrower understands and agrees that its liability to the aforementioned indemnified parties shall arise upon the earlier to occur of Company continues such defense, you agree that: (a) discovery you shall not admit any liability or enter into any settlement of any violation such claim or action without, in any such case, the prior written consent of the Applicable Environmental Laws Company, which shall not be unreasonably withheld or delayed; (b) you shall be entitled to retain separate legal counsel as you select. However, the institution Company shall not be obligated to reimburse you for any costs or fees of such separate counsel (including in-house counsel or staff); and (c) you shall cooperate as reasonably requested by the Company in the defense and settlement of any Hazardous Materials Claimsuch claim or action; provided, and however, that you need not upon be required to incur or sustain any out-of-pocket costs. If, however, the realization of loss or damage, and Borrower agrees Company fails to pay to Lender from undertake your defense within the time to time, immediately upon Lender's request, an amount equal to such Expenses, as reasonably incurred by Lender. In addition, Borrower agrees that any Expenses incurred by Lender and not paid by Borrower within thirty (30) days following demand by Lender 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 affecting the Collateral. Notwithstanding anything to the contrary contained in this subparagraph or in the Loan Documentsmanner herein provided or thereafter abandons such defense or fails to diligently prosecute the same, it is hereby expressly agreed you shall thereafter be entitled to all benefits of the foregoing indemnification provision, including the right to defend or settle any such claim or action upon such terms as you shall select and understood that Borrower's obligation to protectrecover from the Company all amounts expended by you to pay any judgment, indemnify and hold Lender and the other aforementioned indemnified parties harmless from and against any award or settlement and all Hazardous Materials Claims costs and Expenses pursuant to this subparagraph shall not apply to Hazardous Materials Claims fees incurred by you in such defense, settlement 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 other indemnified party during the management, operation, possession or ownership of the Collateral by Lender or any such other indemnified party, and not resulting from a condition existing prior to the commencement of such management, operation, possession or ownership of the Collateral by Lender or any such other indemnified partyboth.

Hazardous Substances Indemnification. Borrower Contractor shall protectindemnify, indemnify defend with counsel reasonably acceptable to the SCWMA, and hold Lender, its directors, officers, employees and agents, and any immediate successors to Lender's interest in harmless the Collateral and any other person who acquires any portion of the 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 Indemnitees from and against any and all actual or potential claims, proceedingsdamages (including but not limited to special, lawsuitsconsequential, natural resources and punitive damages), injuries, hazardous materials response, remediation and removal costs, losses, demands, liens, liabilities, damagescauses of action, lossessuits, legal or administrative proceedings, interest, fines, charges, penalties, judgments, awards, and reasonable costs attorneys’ fees for the adverse party and expenses (including, without limitation, including but not limited to attorneys' ’ and expert witness fees and costs and expenses incurred in connection with defending against any of investigationthe foregoing or enforcing this indemnity) which arise out of any kind whatsoever paid, incurred or relate in any way suffered by, or asserted against SCWMA or its officers, officials, employees, agents, assigns, or successors (collectively, “Claims”) arising from or attributable to any userepair, handlingclean-up or detoxification, production, transportation, disposal or storage preparation and implementation of any hazardous substance or solid waste affecting the Collateral whether by Borrower or any tenant or any other personremoval, except resulting from the gross negligence or intentional misconduct of Lenderremedial, during the ownership of the Collateral by Borrowerresponse, including, without limitation, (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 (ii) the cost of any required or necessary repair, cleanup, or detoxification of the Collateral and the preparation of any closure or other required remedial plansplan (regardless of whether undertaken due to governmental action) concerning any Hazardous Waste released, threatened to be released, or spilled by Contractor under this Agreement, or disposed of by Contractor under this Agreement at any facility owned by Contractor or any of its affiliates. In additionThe foregoing indemnity is intended to operate as an agreement pursuant to Section 107(e) of CERCLA, Borrower agrees that 42 U.S.C. Section 9607(c) and California Health and Safety Code section 25364, to defend, hold harmless and indemnify the SCWMA from liability. SCWMA shall fully cooperate with 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 defending such removed Collateral. All such costs, damagesalleged violations, and expenses referred Contractor shall not be responsible for additional payments to herein shall hereinafter be referred SCWMA for SCWMA cost or expense related to as "Expenses"cooperating with Contractor in this capacity. Borrower understands Consideration. It is specifically understood and agrees agreed that its liability the consideration inuring to Contractor for the aforementioned indemnified parties shall arise upon the earlier to occur execution of (a) discovery of any violation this Agreement consists of the Applicable Environmental Laws or (b) the institution of any Hazardous Materials Claimpromises, payments, covenants, rights 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 incurred by Lender. In addition, Borrower agrees that any Expenses incurred by Lender and not paid by Borrower within thirty (30) days following demand by Lender 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 affecting the Collateral. Notwithstanding anything to the contrary responsibilities contained in this subparagraph or in the Loan Documents, 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 other indemnified party during the management, operation, possession or ownership of the Collateral by Lender or any such other indemnified party, and not resulting from a condition existing prior to the commencement of such management, operation, possession or ownership of the Collateral by Lender or any such other indemnified partyAgreement.

Hazardous Substances Indemnification. Borrower The Company shall protectindemnify, indemnify defend and hold 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 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, you harmless from and against any and all actual loss or potential claims, proceedings, lawsuits, liabilities, damages, losses, fines, penalties, judgments, awards, and reasonable costs and expenses (including, without limitation, attorneys' fees and costs and expenses of investigation) which arise out of or relate in any way to any use, handling, production, transportation, disposal or storage of any hazardous substance or solid waste affecting the Collateral whether by Borrower or any tenant or any other person, except resulting from the gross negligence or intentional misconduct of Lender, during the ownership of the Collateral by Borrower, including, without limitation, (i) all foreseeable and all unforeseeable consequential damages liability directly or indirectly arising out of (A) the use, generation, manufacture, production, storage, release, threatened release, discharge or disposal of any Hazardous Substances in or about the Collateral by Borrower or (B) any residual contamination affecting any natural resource Property of the Company, the Subsidiary or the environmentParent. This indemnification provision shall apply whether the Hazardous Substances are in, on, under or about the Property or operations of the Company, the Subsidiary or the Parent. The foregoing indemnification includes but is not limited to attorneys' fees (including the allocated cost of in-house counsel and staff). The foregoing indemnification extends to you, your parent, your subsidiaries and all of your or their directors, officers, employees, agents, successors, attorneys and assigns. This indemnification provision shall survive repayment of the Company's obligations under the Bonds, and payment shall not be a condition precedent to recovery upon the foregoing indemnification provisions. In the event that you receive a claim, demand or action for which you believe that indemnification will or may be required pursuant to this Section, you agree to so notify the Company in writing promptly (iiand in any event within twenty (20) days after your receipt of such claim, and/or action). Upon receipt of such notice from you, the cost of any required Company shall have the right to defend such claim, demand or necessary repair, cleanupaction by legal counsel selected by the insurance carrier for the Company, 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 selected by the Environmental Protection Agency, the Collateral Company and reasonably satisfactory to you. Such right shall be solely in exercised by written notice to you given within twenty (20) days after the name Company's receipt of Borrower or other responsible person and, as between Borrower and Lender, Borrower shall assume any and all liability for such removed Collateralyour notice. All such costs, damagesIf the Company elects to undertake your defense, and expenses referred to herein shall hereinafter be referred to so long as "Expenses". Borrower understands and agrees that its liability to the aforementioned indemnified parties shall arise upon the earlier to occur of Company continues such defense, you agree that: (a) discovery you shall not admit any liability or enter into any settlement of any violation such claim or action without, in any such case, the prior written consent of the Applicable Environmental Laws Company, which shall not be unreasonably withheld or delayed; (b) you shall be entitled to retain separate legal counsel as you select. However, the institution Company shall not be obligated to reimburse you for any costs or fees of such separate counsel (including in-house counsel or staff); and (c) you shall cooperate as reasonably requested by the Company in the defense and settlement of any Hazardous Materials Claimsuch claim or action; provided, and however, that you need not upon be required to incur or sustain any out-of-pocket costs. If, however, the realization of loss or damage, and Borrower agrees Company fails to pay to Lender from undertake your defense within the time to time, immediately upon Lender's request, an amount equal to such Expenses, as reasonably incurred by Lender. In addition, Borrower agrees that any Expenses incurred by Lender and not paid by Borrower within thirty (30) days following demand by Lender 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 affecting the Collateral. Notwithstanding anything to the contrary contained in this subparagraph or in the Loan Documentsmanner herein provided or thereafter abandons such defense or fails to diligently prosecute the same, it is hereby expressly agreed you shall thereafter be entitled to all benefits of the foregoing indemnification provision, including the right to defend or settle any such claim or action upon such terms as you shall select and understood that Borrower's obligation to protectrecover from the Company all amounts expended by you to pay any judgment, indemnify and hold Lender and the other aforementioned indemnified parties harmless from and against any award or settlement and all Hazardous Materials Claims costs and Expenses pursuant to this subparagraph shall not apply to Hazardous Materials Claims fees incurred by you in such defense, settlement 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 other indemnified party during the management, operation, possession or ownership of the Collateral by Lender or any such other indemnified party, and not resulting from a condition existing prior to the commencement of such management, operation, possession or ownership of the Collateral by Lender or any such other indemnified partyboth.

Hazardous Substances Indemnification. Borrower The Company shall protectindemnify, indemnify defend and hold 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 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, you harmless from and against any and all actual loss or potential claims, proceedings, lawsuits, liabilities, damages, losses, fines, penalties, judgments, awards, and reasonable costs and expenses (including, without limitation, attorneys' fees and costs and expenses of investigation) which arise out of or relate in any way to any use, handling, production, transportation, disposal or storage of any hazardous substance or solid waste affecting the Collateral whether by Borrower or any tenant or any other person, except resulting from the gross negligence or intentional misconduct of Lender, during the ownership of the Collateral by Borrower, including, without limitation, (i) all foreseeable and all unforeseeable consequential damages liability directly or indirectly arising out of (A) the use, generation, manufacture, production, storage, release, threatened release, discharge or disposal of any Hazardous Substances in or about the Collateral by Borrower Property of the Company, the Parent or any of their Subsidiaries. This indemnification provision shall apply whether the Hazardous Substances are in, on, under or about the Property or operations of the Company, the Parent or any of their Subsidiaries. The foregoing indemnification includes but is not limited to reasonable attorneys’ fees (B) any residual contamination affecting any natural resource including the allocated cost of in-house counsel and staff). The foregoing indemnification extends to you, your parent, your subsidiaries and all of your or their directors, officers, employees, agents, successors, attorneys and assigns. This indemnification provision shall survive repayment of the environmentCompany’s obligations under the Bonds, and payment shall not be a condition precedent to recovery upon the foregoing indemnification provisions. In the event that you receive a claim, demand or action for which you believe that indemnification will or may be required pursuant to this Section, you agree to so notify the Company in writing promptly (iiand in any event within twenty (20) days after your receipt of such claim, and/or action). Upon receipt of such notice from you, the cost of any required Company shall have the right to defend such claim, demand or necessary repair, cleanupaction by legal counsel selected by the insurance carrier for the Company, 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 selected by the Environmental Protection Agency, the Collateral Company and reasonably satisfactory to you. Such right shall be solely in exercised by written notice to you given within twenty (20) days after the name Company’s receipt of Borrower or other responsible person and, as between Borrower and Lender, Borrower shall assume any and all liability for such removed Collateralyour notice. All such costs, damagesIf the Company elects to undertake your defense, and expenses referred to herein shall hereinafter be referred to so long as "Expenses". Borrower understands and agrees that its liability to the aforementioned indemnified parties shall arise upon the earlier to occur of Company continues such defense, you agree that: (a) discovery you shall not admit any liability or enter into any settlement of any violation such claim or action without, in any such case, the prior written consent of the Applicable Environmental Laws Company, which shall not be unreasonably withheld or delayed; (b) you shall be entitled to retain separate legal counsel as you select. However, the institution Company shall not be obligated to reimburse you for any costs or fees of such separate counsel (including in-house counsel or staff); and (c) you shall cooperate as reasonably requested by the Company in the defense and settlement of any Hazardous Materials Claimsuch claim or action; provided, and however, that you need not upon be required to incur or sustain any out-of-pocket costs. If, however, the realization of loss or damage, and Borrower agrees Company fails to pay to Lender from undertake your defense within the time to time, immediately upon Lender's request, an amount equal to such Expenses, as reasonably incurred by Lender. In addition, Borrower agrees that any Expenses incurred by Lender and not paid by Borrower within thirty (30) days following demand by Lender 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 affecting the Collateral. Notwithstanding anything to the contrary contained in this subparagraph or in the Loan Documentsmanner herein provided or thereafter abandons such defense or fails to diligently prosecute the same, it is hereby expressly agreed you shall thereafter be entitled to all benefits of the foregoing indemnification provision, including the right to defend or settle any such claim or action upon such terms as you shall select and understood that Borrower's obligation to protectrecover from the Company all amounts expended by you to pay any judgment, indemnify and hold Lender and the other aforementioned indemnified parties harmless from and against any award or settlement and all Hazardous Materials Claims costs and Expenses pursuant to this subparagraph shall not apply to Hazardous Materials Claims fees incurred by you in such defense, settlement 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 other indemnified party during the management, operation, possession or ownership of the Collateral by Lender or any such other indemnified party, and not resulting from a condition existing prior to the commencement of such management, operation, possession or ownership of the Collateral by Lender or any such other indemnified partyboth.

Hazardous Substances Indemnification. Borrower The Contractor shall protectdefend with counsel reasonably Acceptable to the Authority, indemnify save, indemnify, protect and hold Lenderharmless the Authority, its directors, officers, employees and officials, employees, agents, assigns, contractors, and any immediate successor or successors to Lender's the Authority’s interest in the Collateral and any other person who acquires any portion of the 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, proceedingsdamages (including but not limited to special, lawsuitsconsequential, natural resources and punitive damages), injuries, response mediation and removal costs, losses, demands, debts, liens, liabilities, damagescauses of action, lossessuits, legal or administrative proceedings, interest, fines, charges, penalties, judgments, awards, and reasonable costs attorney’s fees for the adverse party and expenses (including, without limitation, including but not limited to attorneys' ’ and expert witness fees and costs and expenses incurred in connection with defending against any of investigationthe forgoing or in enforcing this indemnity) which arise out of any kind whatsoever paid, incurred or relate in any way suffered by, or asserted against, the Authority or its officers, officials, employees, agents, assigns, or contractors arising from or attributable to willful or negligent acts, errors, omissions including but not limited to any use, handling, production, transportation, disposal or storage of any hazardous substance or solid waste affecting the Collateral whether by Borrower or any tenant or any other person, except resulting from the gross negligence or intentional misconduct of Lender, during the ownership of the Collateral by Borrower, including, without limitation, (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 (ii) the cost of any required or necessary repair, cleanup, disposal or detoxification of the Collateral detoxification, or preparation and the preparation implementation of any closure removal, remedial, response, or other required remedial plans. In additionplan (regardless of whether undertaken due to governmental action) concerning any hazardous substance, Borrower agrees that in the event the Collateral is assigned an identification number by the Environmental Protection AgencyHazardous Wastes, 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 Applicable Environmental Laws or (b) the institution of any Household 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 incurred by Lender. In addition, Borrower agrees that any Expenses incurred by Lender and not paid by Borrower within thirty (30) days following demand by Lender shall be additional indebtedness of Borrower and shall be secured by the Loan Documents and shall accrue interest Waste at the Maximum Rate. The agreements contained herein shall survive Facility or any place where 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 Contractor stores 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 affecting the Collateral. Notwithstanding anything to the contrary contained in this subparagraph or in the Loan Documents, 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 Transports Mixed Municipal Waste pursuant to this subparagraph shall not apply to Hazardous Materials Claims or Expenses Agreement. In the event that there are uninsured costs 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 other indemnified party during the management, operation, possession or ownership of the Collateral by Lender or any such other indemnified party, and not resulting from a condition existing prior release of Hazardous Wastes as described in this Section which are not due to the commencement failure by the Contractor to comply with its Hazardous Waste identification and treatment procedures, negligence, or willful misconduct of Contractor, the Authority shall be responsible for payment of up to thirty-five thousand dollars ($35,000) of such management, operation, possession or ownership costs annually on a cumulative basis and the Contractor shall pay all such costs above that amount. The terms and obligations of the Collateral by Lender or any such other indemnified partythis Section shall survive termination of this Agreement.

Hazardous Substances Indemnification. Borrower shall protect, ------------------------------------- indemnify and hold 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 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, proceedings, lawsuits, liabilities, damages, losses, fines, penalties, judgments, awards, and reasonable costs and expenses (including, without limitation, attorneys' fees and costs and expenses of investigation) which arise out of or relate in any way to any use, handling, production, transportation, disposal or storage of any hazardous substance or solid waste affecting the Collateral whether by Borrower or any tenant or any other person, except resulting from the gross negligence or intentional misconduct of Lender, person during the ownership of the Collateral by Borrower, including, without limitation, (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 (ii) the cost of 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 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 incurred determined by Lender. In addition, Borrower agrees that any Expenses incurred by Lender and not paid by Borrower within thirty (30) days following demand by Lender 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 affecting the Collateralwaste. Notwithstanding anything to the contrary contained in this subparagraph or in the Loan Documents, 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 other indemnified party during the management, operation, possession or ownership of the Collateral by Lender or any such other indemnified party, and not resulting from a condition existing prior to the commencement of such management, operation, possession or ownership of the Collateral by Lender or any such other indemnified party.