Common use of Environmental Indemnity Clause in Contracts

Environmental Indemnity. The Borrower shall indemnify and hold harmless the Indemnified Parties forthwith on demand by the Agent from and against any and all claims, suits, actions, debts, damages, costs, losses, liabilities, penalties, obligations, judgments, charges, expenses and disbursements (including without limitation, all reasonable legal fees and disbursements on a solicitor and his own client basis) of any nature whatsoever, suffered or incurred by the Indemnified Parties or any of them in connection with the Credit Facility, whether as beneficiaries under the Documents, as successors in interest of the Borrower or any of its Subsidiaries, or voluntary transfer in lieu of foreclosure, or otherwise howsoever, with respect to any Environmental Claims relating to the property of the Borrower or any of its Subsidiaries arising under any Environmental Laws as a result of the past, present or future operations of the Borrower or any of its Subsidiaries (or any predecessor in interest to the Borrower or its Subsidiaries) relating to the property of the Borrower or its Subsidiaries, or the past, present or future condition of any part of the property of the Borrower or its Subsidiaries owned, operated or leased by the Borrower or its Subsidiaries (or any such predecessor in interest), including any liabilities arising as a result of any indemnity covering Environmental Claims given to any person by the Lenders or the Agent or a receiver, receiver-manager or similar person appointed hereunder or under applicable law (collectively, the “Indemnified Third Party”); but excluding any Environmental Claims or liabilities relating thereto to the extent that such Environmental Claims or liabilities arise by reason of the gross negligence or wilful misconduct of the Indemnified Party or the Indemnified Third Party claiming indemnity hereunder. The provisions of this Section shall survive the repayment of the Obligations.

Environmental Indemnity. The Borrower shall Each Loan Party hereby, jointly and severally, assumes liability for, and covenants and agrees at its sole cost and expense to protect, defend (at trial and appellate levels), indemnify and hold the Indemnitees harmless from and against, and, if and to the Indemnified Parties forthwith extent paid, reimburse them on demand by the Agent from and against for, any and all claimsEnvironmental Damages. WITHOUT LIMITATION, suitsTHE FOREGOING INDEMNITY SHALL APPLY TO EACH INDEMNITEE WITH RESPECT TO ENVIRONMENTAL DAMAGES WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF, actionsOR ARE CLAIMED TO BE CAUSED BY OR ARISE OUT OF, debtsTHE NEGLIGENCE OR STRICT LIABILITY OF SUCH (AND/OR ANY OTHER) INDEMNITEE. HOWEVER, damagesSUCH INDEMNITY SHALL NOT APPLY TO A PARTICULAR INDEMNITEE TO THE EXTENT THAT THE SUBJECT OF THE INDEMNIFICATION IS CAUSED BY OR ARISES OUT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THAT PARTICULAR INDEMNITEE AS DETERMINED IN A NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION. Upon demand by Administrative Agent, costsL/C Issuer or any Lender, lossesthe applicable Loan Party shall diligently defend any Environmental Claim which affects a Borrowing Base Property or is made or commenced against Administrative Agent, liabilitiesL/C Issuer or Lenders, penalties, obligations, judgments, charges, expenses and disbursements (including without limitationwhether alone or together with any other Loan Party or any other person, all at the Loan Parties’ own cost and expense and by counsel to be approved by Administrative Agent, L/C Issuer and/or any Lender in the exercise of its reasonable legal fees and disbursements on a solicitor and his own client basis) of judgment which shall not be unreasonably withheld or delayed. In the alternative, at any nature whatsoevertime Administrative Agent, suffered or incurred by the Indemnified Parties L/C Issuer or any of them in connection with Lender may elect to conduct its own defense through counsel selected by Administrative Agent, L/C Issuer or any Lender and at the Credit Facility, whether as beneficiaries under the Documents, as successors in interest cost and expense of the Borrower or any of its Subsidiaries, or voluntary transfer in lieu of foreclosure, or otherwise howsoever, with respect to any Environmental Claims relating Loan Parties. Notwithstanding anything to the property of the Borrower or any of its Subsidiaries arising under any Environmental Laws as a result of the past, present or future operations of the Borrower or any of its Subsidiaries (or any predecessor in interest to the Borrower or its Subsidiaries) relating to the property of the Borrower or its Subsidiaries, or the past, present or future condition of any part of the property of the Borrower or its Subsidiaries owned, operated or leased by the Borrower or its Subsidiaries (or any such predecessor in interest), including any liabilities arising as a result of any indemnity covering Environmental Claims given to any person by the Lenders or the Agent or a receiver, receiver-manager or similar person appointed hereunder or under applicable law (collectively, the “Indemnified Third Party”); but excluding any Environmental Claims or liabilities relating thereto to the extent that such Environmental Claims or liabilities arise by reason of the gross negligence or wilful misconduct of the Indemnified Party or the Indemnified Third Party claiming indemnity hereunder. The provisions of this Section shall survive the repayment of the Obligations.contrary contained above:

Environmental Indemnity. The Borrower shall In addition to all other indemnities provided in this Lease Agreement, Operator agrees to defend, indemnify and hold the Port free and harmless the Indemnified Parties forthwith on demand by the Agent from and against any and all claims, suitscauses of action, actionsregulatory demands, debtsliabilities, damagesfines, costspenalties, losses, liabilitiesand expenses, penalties, obligations, judgments, charges, expenses and disbursements (including without limitationlimitation cleanup or other remedial costs (and including reasonable attorneys’ fees, costs and all other reasonable legal fees litigation expenses when incurred and disbursements on a solicitor and his own client basis) whether incurred in defense of actual litigation or in reasonable anticipation of litigation), arising from the existence or discovery of any nature whatsoeverHazardous Substance (other than Pre-Lease Environmental Condition) on the Premises, suffered or the migration of any Hazardous Substance from the Premises to other properties or into the surrounding environment, caused by the Operator, whether (i) made, commenced or incurred by during the Indemnified Parties or any of them in connection with the Credit Facility, whether as beneficiaries under the Documents, as successors in interest of the Borrower or any of its SubsidiariesLease Term, or voluntary transfer in lieu (ii) made, commenced or incurred after the expiration or termination of foreclosurethis Lease Agreement if arising out of events occurring during the Lease Term; provided, or otherwise howsoeverhowever, Operator’s obligation to indemnify the Port pursuant to this Section 18.9 shall not apply with respect to either (a) Pre-Lease Environmental Condition, (ii) any Environmental Claims relating to the property of the Borrower or any of its Subsidiaries arising under any Environmental Laws as a result of the past, present or future operations of the Borrower or any of its Subsidiaries (or any predecessor in interest to the Borrower or its Subsidiaries) relating to the property of the Borrower or its SubsidiariesHazardous Substance released by another Operator, or the pastPort, present or future condition its commissioners, officers, agents and employees, (iii) any release of a Hazardous Substance clearly arising from any part construction defect in the Fuel Facilities, which defect is discovered within six (6) years of the property Commencement Date for the QTA Space and (iv) any Hazardous Substance (for which Operator is not otherwise responsible) clearly migrating onto the Consolidated Rental Car Facility Site from some other location through no fault of the Borrower or its Subsidiaries owned, operated or leased by the Borrower or its Subsidiaries (or any such predecessor in interest), including any liabilities arising as a result of any indemnity covering Environmental Claims given to any person by the Lenders or the Agent or a receiver, receiver-manager or similar person appointed hereunder or Operator. Operator’s obligations under applicable law (collectively, the “Indemnified Third Party”); but excluding any Environmental Claims or liabilities relating thereto to the extent that such Environmental Claims or liabilities arise by reason of the gross negligence or wilful misconduct of the Indemnified Party or the Indemnified Third Party claiming indemnity hereunder. The provisions of this Section shall survive the repayment expiration or earlier termination of this Lease Agreement. With respect to cleanup of any Hazardous Substances on the ObligationsPremises, the Port agrees that it will reasonably approve cleanup criteria and investigation, monitoring, and remediation activities that comply with Environmental Laws and are consistent with both current commercial/industrial uses at the site as well as the Port’s future development plans for the site. The Port further agrees that it will not unreasonably withhold approval of any institutional control(s) consistent with the foregoing standard.

Environmental Indemnity. The Borrower Each El Paso Pledgor shall indemnify indemnify, defend and hold harmless the Designated Representative, the Collateral Agent, the Settling Claimants, and each trustee under any Deed of Trust, and their affiliates and each of their respective officers, directors, shareholders, agents, and employees (each, an "Indemnified Parties forthwith on demand by the Agent Party") from and against any and all claims, demands, causes of action, suits, actions, debtsorders, damages, costsjudgments, losses, liabilitiesliens, penalties, obligationscosts, judgmentsand expenses, chargesattorneys' fees and costs (whether incurred for an Indemnified Party's primary defense or for enforcement of its indemnification rights), expenses and disbursements (including including, without limitation, all reasonable legal fees and disbursements on a solicitor and his own client basis) any claim for bodily or personal injury, or death to any person, or loss or damage to Property, for any Environmental Claim or requirement of any nature whatsoever, suffered Environmental Law arising from any Security Document as to which such El Paso Pledgor is a party or incurred by the Indemnified Parties or any of them in connection with the Credit Facility, whether as beneficiaries under the Documents, as successors in interest relating to such El Paso Pledgor's ownership of the Borrower or any of its SubsidiariesCollateral. WITHOUT LIMITATION, or voluntary transfer in lieu of foreclosureIT IS THE INTENTION OF SUCH EL PASO PLEDGOR AND SUCH EL PASO PLEDGOR AGREES THAT THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO CLAIMS, or otherwise howsoeverDEMANDS, with respect CAUSES OF ACTION, SUITS, ORDERS, DAMAGES, JUDGMENTS, LIENS, PENALTIES AND EXPENSES WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF STRICT LIABILITY OR OUT OF THE NEGLIGENCE OF SUCH INDEMNIFIED PARTY, provided that such indemnities shall not apply to any Environmental Claims relating particular Indemnified Party (but shall apply to the property of the Borrower or any of its Subsidiaries arising under any Environmental Laws as a result of the past, present or future operations of the Borrower or any of its Subsidiaries (or any predecessor in interest to the Borrower or its Subsidiariesother Indemnified Parties) relating to the property of the Borrower or its Subsidiaries, or the past, present or future condition of any part of the property of the Borrower or its Subsidiaries owned, operated or leased by the Borrower or its Subsidiaries (or any such predecessor in interest), including any liabilities arising as a result of any indemnity covering Environmental Claims given to any person by the Lenders or the Agent or a receiver, receiver-manager or similar person appointed hereunder or under applicable law (collectively, the “Indemnified Third Party”); but excluding any Environmental Claims or liabilities relating thereto to the extent that such Environmental Claims the subject of the indemnification is caused by or liabilities arise by reason arises out of the gross negligence or wilful willful misconduct of the such particular Indemnified Party or the Indemnified Third Party claiming indemnity hereunder. The provisions of this Section shall survive the repayment of the ObligationsParty.

Environmental Indemnity. The Borrower shall indemnify and hold harmless the Indemnified Parties forthwith on demand by the Agent from and against any and all claims, suits, actions, debts, damages, costs, losses, liabilities, penalties, obligations, judgments, charges, expenses and disbursements (including without limitation, all reasonable legal fees and disbursements on a solicitor and his own client basis) of any nature whatsoever, suffered or incurred by the Indemnified Parties or any of them in connection with the any Credit Facility, whether as beneficiaries under the Documents, as successors in interest of the Borrower or any of its Subsidiaries, or voluntary transfer in lieu of foreclosure, or otherwise howsoever, with respect to any Environmental Claims relating to the property of the Borrower or any of its Subsidiaries arising under any Environmental Laws as a result of the past, present or future operations of the Borrower or any of its Subsidiaries (or any predecessor in interest to the Borrower or its Subsidiaries) relating to the property of the Borrower or its Subsidiaries, or the past, present or future condition of any part of the property of the Borrower or its Subsidiaries owned, operated or leased by the Borrower or its Subsidiaries (or any such predecessor in interest), including any liabilities arising as a result of any indemnity covering Environmental Claims given to any person by the Lenders or the Agent or a receiver, receiver-receiver manager or similar person appointed hereunder or under applicable law (collectively, the “Indemnified Third Party”); but excluding any Environmental Claims or liabilities relating thereto to the extent that such Environmental Claims or liabilities arise by reason of the gross negligence or wilful misconduct of the Indemnified Party or the Indemnified Third Party claiming indemnity hereunder, as determined in a final, non-appealable judgment by a court of competent jurisdiction. The provisions of this Section shall survive the repayment of the Obligations.

Environmental Indemnity. The Borrower shall indemnify and hold harmless the Indemnified Parties forthwith on demand by the Agent from and against any and all claims, suits, actions, debts, damages, costs, losses, liabilities, penalties, obligations, judgments, charges, expenses and disbursements (including without limitation, all reasonable and documented legal fees and disbursements on a solicitor and his own client basis) of any nature whatsoever, suffered or incurred by the Indemnified Parties or any of them in connection with the any Credit Facility, whether as beneficiaries under the Documents, as successors in interest of the Borrower or any of its Subsidiaries, or voluntary transfer in lieu of foreclosure, or otherwise howsoever, with respect to any Environmental Claims relating to the property of the Borrower or any of its Subsidiaries arising under any Environmental Laws as a result of the past, present or future operations of the Borrower or any of its Subsidiaries (or any predecessor in interest to the Borrower or its Subsidiaries) relating to the property of the Borrower or its Subsidiaries, or the past, present or future condition of any part of the property of the Borrower or its Subsidiaries owned, operated or leased by the Borrower or its Subsidiaries (or any such predecessor in interest), including any liabilities arising as a result of any indemnity covering Environmental Claims given to any person by the Lenders or the Agent or a receiver, interim receiver-, receiver manager or similar person appointed hereunder or under applicable law (collectively, the “Indemnified Third Party”); but excluding any Environmental Claims or liabilities relating thereto to the extent that such Environmental Claims or liabilities arise by reason of the gross negligence or wilful misconduct of the Indemnified Party or the Indemnified Third Party claiming indemnity hereunder, as determined in a final, non-appealable judgment by a court of competent jurisdiction. The provisions of this Section shall survive the repayment of the Obligations.

Environmental Indemnity. The Borrower shall defend, indemnify and hold harmless the Indemnified Parties forthwith on demand by the Agent and each Lender and its respective shareholders, directors, officers, agents, employees, subsidiaries and Affiliates (collectively the “Indemnified Parties”, and each as “Indemnified Party”) harmless from and against any and all claims, suitsdemands, actionscauses of action, debts, damages, costsliabilities, losses, liabilitiescosts and expenses (including, penalties, obligations, judgments, charges, expenses and disbursements (including without limitation, all costs of suit, reasonable legal attorneys’ fees and disbursements fees of expert witnesses) arising from or in connection with (i) the presence on a solicitor and his own client basisor under all Collateral constituting real (immovable) property of any nature whatsoeverhazardous substances or solid wastes (as defined elsewhere in this Agreement), suffered or incurred by the Indemnified Parties or any releases or discharges of them any hazardous substances or solid wastes on, under or from such property, or (ii) any activity carried on or undertaken on or off such property, whether prior to or during the term of this Agreement, and whether by Borrower or any predecessor in title or any officers, employees, agents, contractors or subcontractors of Borrower or any predecessor in title, or any third persons at any time occupying or present on such property, in connection with the Credit Facilityhandling, use, generation, manufacture, treatment, removal, storage, decontamination, clean-up, transport or disposal of any hazardous substances or solid wastes at any time located or present on or under such property. The foregoing indemnity shall further apply to any residual contamination on or under such property, or affecting any natural resources, and to any contamination of any property or natural resources arising in connection with the generation, use, handling, storage, transport or disposal of any such hazardous substances or solid wastes, and irrespective of whether as beneficiaries under any of such activities were or will be undertaken in accordance with applicable laws, regulations, codes and ordinances. Without prejudice to the Documents, as successors in interest survival of any other agreements of the Borrower or any of its Subsidiaries, or voluntary transfer in lieu of foreclosure, or otherwise howsoever, with respect to any Environmental Claims relating to the property of the Borrower or any of its Subsidiaries arising under any Environmental Laws as a result of the past, present or future operations of the Borrower or any of its Subsidiaries (or any predecessor in interest to the Borrower or its Subsidiaries) relating to the property of the Borrower or its Subsidiaries, or the past, present or future condition of any part of the property of the Borrower or its Subsidiaries owned, operated or leased by the Borrower or its Subsidiaries (or any such predecessor in interest), including any liabilities arising as a result of any indemnity covering Environmental Claims given to any person by the Lenders or the Agent or a receiver, receiver-manager or similar person appointed hereunder or under applicable law (collectivelyhereunder, the “Indemnified Third Party”); but excluding any Environmental Claims or liabilities relating thereto to the extent that such Environmental Claims or liabilities arise by reason of the gross negligence or wilful misconduct of the Indemnified Party or the Indemnified Third Party claiming indemnity hereunder. The provisions of this Section shall survive the repayment final payment of all Indebtedness and the Obligationstermination of this Agreement and shall continue thereafter in full force and effect.

Environmental Indemnity. The Borrower shall and does hereby indemnify and hold harmless the Agent and the Lenders (including a receiver, receiver-manager or similar Person appointed under applicable Law) and its and their respective Affiliates, officers, directors, employees and agents (collectively, in this Section, the “Indemnified Parties Parties”), forthwith on demand by the Agent Agent, from and against any and all claims, suits, actions, debts, damages, costs, losses, liabilities, penalties, obligations, judgments, charges, expenses and disbursements (including without limitation, all reasonable legal fees and disbursements on a solicitor and his own client basis) of any nature whatsoever, suffered or incurred by the Indemnified Parties or any of them in connection with the Credit Facility, whether as beneficiaries under the Documents, as successors in interest of the Borrower or any of its Subsidiaries, or voluntary transfer in lieu of foreclosure, or otherwise howsoever, with respect to any Environmental Claims relating to the property of the Borrower or any of its Subsidiaries arising under any Environmental Laws as a result of the past, present or future operations of the Borrower or any of its Subsidiaries (or any predecessor in interest to the Borrower or any of its Subsidiaries) relating to the property of the Borrower or of its Subsidiaries, or the past, present or future condition of any part of the property of the Borrower or its Subsidiaries Subsidiaries, whether owned, operated or leased by the Borrower or by any of its Subsidiaries (Subsidiaries, or any such predecessor in interest), including any liabilities arising as a result of any indemnity covering Environmental Claims given to any person by the Lenders or the Agent or a receiver, receiver-manager or similar person appointed hereunder or under applicable law (collectively, the “Indemnified Third Party”); interest but excluding any Environmental Claims or liabilities relating thereto to the extent that such Environmental Claims or liabilities arise by reason of the gross negligence or wilful misconduct of the Indemnified Party or the Indemnified Third Party claiming indemnity hereunder. The provisions of this This Section shall survive the repayment of the ObligationsLoan Indebtedness.

Environmental Indemnity. The Borrower shall indemnify and hold harmless the Indemnified Parties forthwith on demand by the Agent from and against any and all claims, suits, actions, debts, damages, costs, losses, liabilities, penalties, obligations, judgments, charges, expenses and disbursements (including without limitation, all reasonable legal fees and disbursements on a solicitor and his own client basis) of any nature whatsoever, suffered or incurred by the Indemnified Parties or any of them in connection with the Credit Facility, whether as beneficiaries under the Documents, as successors in interest of the Borrower or any of its Subsidiaries, or voluntary transfer in lieu of foreclosure, or otherwise howsoever, with respect to any Environmental Claims relating to the property of the Borrower or any of its Subsidiaries arising under any Environmental Laws as a result of the past, present or future operations of the Borrower or any of its Subsidiaries (or any predecessor in interest to the Borrower or its Subsidiaries) relating to the property of the Borrower or its Subsidiaries, or the past, present or future condition of any part of the property of the Borrower or its Subsidiaries owned, operated or leased by the Borrower or its Subsidiaries (or any such predecessor in interest), including any liabilities arising as a result of any indemnity covering Environmental Claims given to any person by the Lenders or the Agent or a receiver, receiver-receiver manager or similar person appointed hereunder or under applicable law (collectively, the “Indemnified Third Party”); but excluding any Environmental Claims or liabilities relating thereto to the extent that such Environmental Claims or liabilities arise by reason of the gross negligence or wilful misconduct of the Indemnified Party or the Indemnified Third Party claiming indemnity hereunder. The provisions of this Section shall survive the repayment of the Obligations.

Environmental Indemnity. The Borrower Tenant shall indemnify indemnify, defend, protect and hold Landlord, its past, present and future corporate parents, subsidiaries and affiliates, and each of their past, current and future officers, directors, shareholders, employees and agents, and each of their respective successors and assigns (collectively, “Indemnitees”), harmless the Indemnified Parties forthwith on demand by the Agent from and against any and all claims, suits, actions, debtslosses, damages, liabilities, claims, lawsuits, orders, attorneys’ fees, costs, lossesexpenses, liabilitiesfines, penaltiespenalties or response costs asserted against any Indemnitee by any entity or individual, obligations, judgments, charges, expenses and disbursements (including without limitation, all reasonable legal fees and disbursements on a solicitor and his own client basis) arising out of any nature whatsoever, suffered or incurred by the Indemnified Parties or any of them in connection with (1) the Credit Facilityuse of the Premises by Tenant, whether as beneficiaries under its agents, employees, representatives, contractors or invitees; (2) a violation of any Environmental Law by Tenant, its agents, employees, representatives, contractors or invitees; or (3) a violation or breach of any provision of this Agreement by Tenant, its agents, employees, representatives, contractors or invitees. If in the Documentsjudgment of the Landlord, the Tenant is incapable of defending, or unwilling to defend, the relevant Indemnitee(s) against such claims or fail to defend the relevant Indemnitee(s) against such claims in a manner Landlord deems appropriate, Landlord shall be entitled to appear in any action or proceeding to defend the relevant Indemnitee(s) against such claims, and Tenant shall reimburse Landlord for all costs incurred by Landlord in connection therewith, including reasonable attorneys’ fees, costs and expenses, within ten (10) days after demand therefor. Landlord, at its sole option, shall be entitled to settle or compromise any claim asserted against it, and such settlement shall be binding upon Tenant for purposes of the foregoing indemnification; provided, however, that Tenant may settle or compromise any such claim, or decide not to settle or compromise any such claim, as successors in interest of the Borrower or long as all Indemnitees are fully released from any of its Subsidiaries, or voluntary transfer in lieu of foreclosure, or otherwise howsoever, with respect to any Environmental Claims relating to the property of the Borrower or any of its Subsidiaries arising under any Environmental Laws as a result of the past, present or future operations of the Borrower or any of its Subsidiaries (or any predecessor in interest to the Borrower or its Subsidiaries) relating to the property of the Borrower or its Subsidiaries, or the past, present or future condition of any part of the property of the Borrower or its Subsidiaries owned, operated or leased by the Borrower or its Subsidiaries (or any such predecessor in interest), including any liabilities arising as a result of any indemnity covering Environmental Claims given to any person by the Lenders or the Agent or a receiver, receiver-manager or similar person appointed hereunder or under applicable law (collectively, the “Indemnified Third Party”); but excluding any Environmental Claims or liabilities relating thereto to the extent that such Environmental Claims or liabilities arise by reason of the gross negligence or wilful misconduct of the Indemnified Party or the Indemnified Third Party claiming indemnity hereunderand all liability thereon. The provisions of contained in this Section shall survive the repayment expiration or termination of the Obligationsany portion of this Agreement.

Environmental Indemnity. The Each Borrower shall indemnify and hold harmless the Indemnified Parties forthwith on demand by the Agent from and against any and all claims, suits, actions, debts, damages, costs, losses, liabilities, penalties, obligations, judgments, charges, expenses and disbursements (including without limitation, all reasonable legal fees and disbursements on a solicitor and his own client basis) of any nature whatsoever, suffered or incurred by the Indemnified Parties or any of them in connection with the any Credit Facility, whether as beneficiaries under the Documents, as successors in interest of the Borrower Borrowers or any of its their Subsidiaries, or voluntary transfer in lieu of foreclosure, or otherwise howsoever, with respect to any Environmental Claims relating to the property of the a Borrower or any of its their Subsidiaries arising under any Environmental Laws as a result of the past, present or future operations of the Borrower Borrowers or any of its their Subsidiaries (or any predecessor in interest to the Borrower Borrowers or its their Subsidiaries) relating to the property of the Borrower Borrowers or its their Subsidiaries, or the past, present or future condition of any part of the property of the Borrower Borrowers or its their Subsidiaries owned, operated or leased by the Borrower Borrowers or its their Subsidiaries (or any such predecessor in interest), including any liabilities arising as a result of any indemnity covering Environmental Claims given to any person by the Lenders or the Agent or a receiver, receiver-receiver manager or similar person appointed hereunder or under applicable law (collectively, the “Indemnified Third Party”); but excluding any Environmental Claims or liabilities relating thereto to the extent that such Environmental Claims or liabilities (a) arise by reason of the gross negligence or wilful misconduct of the Indemnified Party or the Indemnified Third Party claiming indemnity hereunderhereunder or the material breach of a Document by such Indemnified Party or Indemnified Third Party or (b) are in connection with a claim brought by a Borrower, an Indemnified Party or and Indemnified Third Party against an Indemnified Party or Indemnified Third Party (only) or by an Indemnified Party or Indemnified Third Party against a Borrower. The provisions of this Section shall survive the repayment of the Obligations. For the purposes of providing the benefit of the indemnities contained in Sections 14.2 and 14.3 in favour of the Indemnified Parties and Indemnified Third Parties which are not a party hereto, the applicable Lender or the Agent, as the case may be, shall, in addition to contracting on its own behalf, be deemed to be contracting as agent and trustee for and on behalf of such persons.

Environmental Indemnity. The Borrower shall indemnify and hold each Subsidiary Guarantor shall, at its sole cost and expense, jointly and severally indemnify, defend and save harmless the Indemnified Parties forthwith on demand Administrative Agent, the Lead Arranger, each Lender and the Designated Letter of Credit Issuer (and each of their respective officers, directors, employees, Administrative Agents, representatives and contractors and any subsequent owner of the Collateral who purchases Collateral through the Lender or pursuant to any enforcement action by the Agent Lender) from and against any and all damages, losses, liabilities, obligations, penalties, claims, litigations, demands, defenses, judgments, suits, actions, debts, damagesproceedings, costs, lossesdisbursements and/or expenses (including, liabilitieswithout limitation, penalties, obligations, judgments, chargesreasonable attorneys' and experts' fees, expenses and disbursements (including without limitation, all reasonable legal fees and disbursements on a solicitor and his own client basisdisbursements) of any kind or nature whatsoeverwhatsoever which may at any time be imposed upon, suffered or incurred by the Indemnified Parties or asserted against any of them in connection with the Credit Facilitysuch indemnified Persons directly or indirectly relating to, whether as beneficiaries under the Documents, as successors in interest of resulting from or arising out of: (i) Environmental Claims against the Borrower or such Subsidiary Guarantor, (ii) a material misrepresentation or inaccuracy in any of its Subsidiaries, representation or voluntary transfer warranty contained in lieu of foreclosure, or otherwise howsoever, with respect this Agreement relating to any Environmental Claims relating to the property of the Borrower or any of its Subsidiaries arising under any Environmental Laws as a result of the past, present or future operations of the Borrower or any of its Subsidiaries (or any predecessor in interest environmental matters applicable to the Borrower or its Subsidiaries(iii) relating a breach or failure to the property of the Borrower or its Subsidiaries, or the past, present or future condition of perform any part of the property of the Borrower or its Subsidiaries owned, operated or leased covenant made by the Borrower or its Subsidiaries (or any such predecessor in interest), including any liabilities arising as a result this Agreement with respect to environmental matters which continues uncured after the expiration of any indemnity covering Environmental Claims given to applicable grace period. The Borrower will pay any person sums owing by the Lenders Borrower to the Administrative Agent, each Lender and the Designated Letter of Credit Issuer pursuant to this indemnification obligation five (5) days after demand by the Administrative Agent, on behalf of the Administrative Agent, such Lender the Lead Arranger or the Agent or a receiverDesignated Letter of Credit Issuer, receiver-manager or similar person appointed hereunder or under applicable law (collectively, together with interest on such amount accruing from and after the “Indemnified Third Party”); but excluding any Environmental Claims or liabilities relating thereto to expiration of such period at the extent that such Environmental Claims or liabilities arise by reason default rate of the gross negligence or wilful misconduct of the Indemnified Party or the Indemnified Third Party claiming indemnity interest hereunder. The provisions of this Section shall survive the repayment of the Obligations.

Environmental Indemnity. The Borrower shall indemnify and hold harmless the Indemnified Parties forthwith on demand by the Agent Lenders or any one of them from and against any and all claims, suits, actions, debts, damages, costs, losses, liabilities, penalties, obligations, judgments, charges, expenses and disbursements (including without limitation, all reasonable legal fees and disbursements on a solicitor and his own client basis) of any nature whatsoever, suffered or incurred by the Indemnified Parties or any of them in connection with the Credit FacilitySubordinated Debt Facilities, whether as beneficiaries under the Documentsthis Agreement, as successors in interest of the Borrower or any of its Subsidiaries, or voluntary transfer in lieu of foreclosure, or otherwise howsoever, with respect to any Environmental Claims relating to the property of the Borrower or any of its Subsidiaries arising under any Environmental Laws as a result of the past, present or future operations of the Borrower or any of its Subsidiaries (or any predecessor in interest to the Borrower or its Subsidiaries) relating to the property of the Borrower or its Subsidiaries, or the past, present or future condition of any part of the property of the Borrower or its Subsidiaries owned, operated or leased by the Borrower or its Subsidiaries (or any such predecessor in interest), including any liabilities arising as a result of any indemnity covering Environmental Claims given to any person by the Lenders or the Agent or a receiver, receiver-receiver manager or similar person appointed hereunder or under applicable law (collectively, the “Indemnified Third Party”); but excluding any Environmental Claims or liabilities relating thereto to the extent that such Environmental Claims or liabilities arise by reason of the gross negligence or wilful misconduct of the Indemnified Party or the Indemnified Third Party claiming indemnity hereunder, as determined in a final, non-appealable judgment by a court of competent jurisdiction. The provisions of this Section 10.3 shall survive the repayment of the Obligations.

Environmental Indemnity. The Borrower Company shall and does hereby indemnify and hold harmless the Indemnified Parties Parties, forthwith on demand by the Agent Trustee or such Indemnified Party, from and against any and all claims, suits, actions, debts, damages, costs, losses, liabilities, penalties, obligations, judgments, charges, expenses and disbursements (including without limitation, all reasonable legal fees and disbursements on a solicitor and his own client basis) of any nature whatsoever, suffered or incurred by the Indemnified Parties or any of them in connection with the Credit Facility, whether as beneficiaries under the Documents, as successors in interest of the Borrower or any of its Subsidiaries, or voluntary transfer in lieu of foreclosure, or otherwise howsoever, with respect to any Environmental Claims relating to the property of the Borrower Company or any of its Subsidiaries arising under any Environmental Laws as a result of the past, present or future operations of the Borrower Company or any of its Subsidiaries (or any predecessor in interest to the Borrower Company or any of its Subsidiaries) relating to the property of the Borrower Company or of its Subsidiaries, or the past, present or future condition of any part of the property of the Borrower Company or its Subsidiaries Subsidiaries, whether owned, operated or leased by the Borrower Company or by any of its Subsidiaries (Subsidiaries, or any such predecessor in interest), including any liabilities arising as a result of any indemnity covering Environmental Claims given to any person by the Lenders or the Agent or a receiver, receiver-manager or similar person appointed hereunder or under applicable law (collectively, the “Indemnified Third Party”); interest but excluding any Environmental Claims or liabilities relating thereto to the extent that such Environmental Claims or liabilities arise by reason of the gross negligence or wilful willful misconduct of the Indemnified Party or the Indemnified Third Party claiming indemnity hereunder. The provisions of this This Section shall survive the repayment of the ObligationsObligations and termination of this Indenture. The Trustee hereby accepts the trusts in this Indenture upon the terms and conditions herein set forth.

Environmental Indemnity. The Each Borrower shall indemnify and hold harmless the Indemnified Parties forthwith on demand by the Agent from and against any and all claims, suits, actions, debts, damages, costs, losses, liabilities, penalties, obligations, judgments, charges, expenses and disbursements (including without limitation, all reasonable legal fees and disbursements on a solicitor and his own client basis) of any nature whatsoever, suffered or incurred by the Indemnified Parties or any of them in connection with the any Credit Facility, whether as beneficiaries under the Documents, as successors in interest of the a Borrower or any of its Subsidiaries, or voluntary transfer in lieu of foreclosure, or otherwise howsoever, with respect to any Environmental Claims relating to the property of the a Borrower or any of its Subsidiaries arising under any Environmental Laws as a result of the past, present or future operations of the a Borrower or any of its Subsidiaries (or any predecessor in interest to the a Borrower or any of its Subsidiaries) relating to the property of the a Borrower or its Subsidiaries, or the past, present or future condition of any part of the property of the a Borrower or its Subsidiaries owned, operated or leased by the a Borrower or its Subsidiaries (or any such predecessor in interest), including any liabilities arising as a result of any indemnity covering Environmental Claims given to any person Person by the Lenders or the Agent or a receiver, receiver-receiver manager or similar person Person appointed hereunder or under applicable law (collectively, the “Indemnified Third Party”); but excluding any Environmental Claims or liabilities relating thereto to the extent that such Environmental Claims or liabilities arise by reason of the gross negligence or wilful misconduct of the Indemnified Party or the Indemnified Third Party claiming indemnity hereunder, as determined in a final, non-appealable judgment by a court of competent jurisdiction. The provisions of this Section shall survive the repayment of the ObligationsObligations and the termination of the Total Commitments.

Environmental Indemnity. The Each Borrower shall indemnify and hold harmless the Indemnified Parties forthwith on demand by the Agent from and against any and all claims, suits, actions, debts, damages, costs, losses, liabilities, penalties, obligations, judgments, charges, expenses and disbursements (including without limitation, all reasonable legal fees and disbursements on a solicitor and his own client basis) of any nature whatsoever, suffered or incurred by the Indemnified Parties or any of them in connection with the any Credit Facility, whether as beneficiaries under the Documents, as successors in interest of the a Borrower or any of its Subsidiaries, or voluntary transfer in lieu of foreclosure, or otherwise howsoever, with respect to any Environmental Claims relating to the property of the a Borrower or any of its Subsidiaries arising under any Environmental Laws as a result of the past, present or future operations of the a Borrower or any of its Subsidiaries (or any predecessor in interest to the a Borrower or any of its Subsidiaries) relating to the property of the a Borrower or its Subsidiaries, or the past, present or future condition of any part of the property of the a Borrower or its Subsidiaries owned, operated or leased by the a Borrower or its Subsidiaries (or any such predecessor in interest), including any liabilities arising as a result of any indemnity covering Environmental Claims given to any person Person by the Lenders or the Agent or a receiver, receiver-receiver manager or similar person Person appointed hereunder or under applicable law (collectively, the “Indemnified Third Party”); but excluding any Environmental Claims or liabilities relating thereto to the extent that such Environmental Claims or liabilities arise by reason of the gross negligence or wilful misconduct of the Indemnified Party or the Indemnified Third Party claiming indemnity hereunder, as determined in a final, non-appealable judgment by a court of competent jurisdiction. The provisions of this Section shall survive the repayment of the Obligations.Obligations and the termination of the Total Commitments. 121

Environmental Indemnity. The Each Borrower shall indemnify and hold harmless the Indemnified Parties forthwith on demand by the Agent from and against any and all claims, suits, actions, debts, damages, costs, losses, liabilities, penalties, obligations, judgments, charges, expenses and disbursements (including without limitation, all reasonable legal fees and disbursements on a solicitor and his own client basis) of any nature whatsoever, suffered or incurred by the Indemnified Parties or any of them in connection with the any Credit Facility, whether as beneficiaries under the Documents, as successors in interest of the a Borrower or any of its Subsidiaries, or voluntary transfer in lieu of foreclosure, or otherwise howsoever, with respect to any Environmental Claims relating to the property of the a Borrower or any of its Subsidiaries arising under any Environmental Laws as a result of the past, present or future operations of the a Borrower or any of its Subsidiaries (or any predecessor in interest to the a Borrower or any of its Subsidiaries) relating to the property of the a Borrower or its Subsidiaries, or the past, present or future condition of any part of the property of the a Borrower or its Subsidiaries owned, operated or leased by the a Borrower or its Subsidiaries (or any such predecessor in interest), including any liabilities arising as a result of any indemnity covering Environmental Claims given to any person by the Lenders or the Agent or a receiver, receiver-receiver manager or similar person appointed hereunder or under applicable law (collectively, the “"Indemnified Third Party”"); but excluding any Environmental Claims or liabilities relating thereto to the extent that such Environmental Claims or liabilities arise 31150487.8 by reason of the gross negligence or wilful misconduct of the Indemnified Party or the Indemnified Third Party claiming indemnity hereunder, as determined in a final, non-appealable judgment by a court of competent jurisdiction. The provisions of this Section shall survive the repayment of the Obligations.

Environmental Indemnity. The Borrower shall and does hereby indemnify and hold harmless the Agent and the Lenders (including a receiver, receiver-manager or similar Person appointed under applicable Law) and its and their respective Affiliates, officers, directors, employees and agents (collectively, in this Section, the "Indemnified Parties Parties"), forthwith on demand by the Agent Agent, from and against any and all claims, suits, actions, debts, damages, costs, losses, liabilities, penalties, obligations, judgments, charges, expenses and disbursements (including without limitation, all reasonable legal fees and disbursements on a solicitor and his own client basis) of any nature whatsoever, suffered or incurred by the Indemnified Parties or any of them in connection with the Credit Facility, whether as beneficiaries under the Documents, as successors in interest of the Borrower or any of its Subsidiaries, or voluntary transfer in lieu of foreclosure, or otherwise howsoever, with respect to any Environmental Claims relating to the property of the Borrower or any of its Subsidiaries arising under any Environmental Laws as a result of the past, present or future operations of the Borrower or any of its Subsidiaries (or any predecessor in interest to the Borrower or any of its Subsidiaries) relating to the property of the Borrower or of its Subsidiaries, or the past, present or future condition of any part of the property of the Borrower or its Subsidiaries Subsidiaries, whether owned, operated or leased by the Borrower or by any of its Subsidiaries (Subsidiaries, or any such predecessor in interest), including any liabilities arising as a result of any indemnity covering Environmental Claims given to any person by the Lenders or the Agent or a receiver, receiver-manager or similar person appointed hereunder or under applicable law (collectively, the “Indemnified Third Party”); interest but excluding any Environmental Claims or liabilities relating thereto to the extent that such Environmental Claims or liabilities arise by reason of the gross negligence or wilful misconduct of the Indemnified Party or the Indemnified Third Party claiming indemnity hereunderhereunder as determined by a court of competent jurisdiction in a final, non-appealable judgment. The provisions of this This Section shall survive the repayment of the ObligationsLoan Indebtedness.

Environmental Indemnity. The Borrower Tenant shall indemnify unconditionally, irrevocably and hold absolutely indemnify, defend with counsel reasonably acceptable to the City, and save harmless the Indemnified Parties forthwith on demand by the Agent City for, from and against any and all claims, suits, actions, debts, damages, costs, losses, liabilities, penaltiesobligations, obligationsclaims, litigation, demands, defenses, judgments, chargessuits proceedings, fines, penalties, costs, disbursements and expenses and disbursements (including without limitation, all reasonable legal fees penalties and disbursements on a solicitor and his own client basis) fines within the meaning of any Environmental Law), of any kind or nature whatsoever, suffered or which may at any time be imposed upon, incurred by the Indemnified Parties or any of them in connection with the Credit Facility, whether as beneficiaries under the Documents, as successors in interest of the Borrower or any of its Subsidiariesby, or voluntary transfer asserted or awarded against the City and arising from any violation or alleged violation of Environmental Laws, environmental problem or other environmental matter described in lieu this Article 10 at the Premises in violation of foreclosureTenant's obligations under this Lease, including, without limitation, matters arising out of any breach of Tenant's covenants, representations and warranties contained in this Article 10. The City shall not assume any liability or obligation for loss, damage, fines, penalties, claims or duty to clean up or dispose of Hazardous Materials, or otherwise howsoever, with respect to any Environmental Claims other wastes or materials on or relating to the property Premises regardless of any inspections or other actions made or taken by the Borrower City on the Premises or otherwise. Notwithstanding the foregoing, the indemnity obligation of Tenant shall not apply to any of its Subsidiaries arising under any Environmental Laws as a result of the pastdamages, present or future operations of the Borrower or any of its Subsidiaries (or any predecessor in interest to the Borrower or its Subsidiaries) relating to the property of the Borrower or its Subsidiariesobligations, liability, loss, claim, or the past, present or future condition of any part of the property of the Borrower or its Subsidiaries owned, operated or leased by the Borrower or its Subsidiaries (or any such predecessor in interest), including any liabilities arising as a result of any indemnity covering Environmental Claims given to any person by the Lenders or the Agent or a receiver, receiver-manager or similar person appointed hereunder or under applicable law (collectively, the “Indemnified Third Party”); but excluding any Environmental Claims or liabilities relating thereto expenses to the extent that such Environmental Claims or liabilities arise by reason arising out of the gross negligence or wilful willful misconduct of the Indemnified Party City, its employees or agents or any act or omission of the Indemnified Third Party claiming indemnity hereunderCity, its employees or agents occurring after the Effective Date. The provisions of this All warranties, representations and obligations set forth in Section 10.2 and Section 10.3 herein shall be deemed to be continuing and shall survive the repayment expiration or termination of this Lease. Tenant shall give the City prompt written notice of any claims threatened or made or suit instituted against it which could result in a claim of indemnification hereunder. In no event shall Tenant be liable under this Article 10 for loss of business, lost profits, or any indirect, incidental, special, consequential or exemplary damages. The indemnity obligations of Tenant under this Section 10.5 shall be separately indemnified by the Indemnitor, for the benefit of the Obligations.City, pursuant to the Environmental Indemnification Agreement attached hereto as Exhibit K.

Environmental Indemnity. The Borrower shall indemnify Tenant hereby presently, unconditionally, irrevocably and hold absolutely agrees to pay, indemnify, defend with counsel acceptable to Landlord and save harmless the Indemnified Landlord Parties forthwith on demand by the Agent for, from and against any and all claimsClaims (including, suitswithout limitation attorneys’ and experts’ fees and expenses, actions, debts, damages, clean-up costs, losseswaste disposal costs and those costs, liabilitiesexpenses, penalties and fines within the meaning of CERCLA), of any kind or nature whatsoever which may at any time be imposed upon, incurred by or asserted or awarded against any of Landlord Parties and arising from any violation or alleged violation of Environmental Laws, environmental problem or other environmental matter described herein, relating to the Premises, or as a consequence of any of Tenant’s or Landlord’s interest in or operation of the Premises, including, without limitation, mattersduring the Term of this Lease or arising out of any breach of Tenant’s covenants, representations and warranties. Tenant does further agree and covenant that except as otherwise set forth in this Lease, none of Landlord Parties shall assume any liability or obligation for loss, damage, fines, penalties, obligations, judgments, charges, expenses and disbursements (including without limitation, all reasonable legal fees and disbursements on a solicitor and his own client basis) claims or duty to clean up or dispose of any nature whatsoever, suffered or incurred by the Indemnified Parties or any of them in connection with the Credit Facility, whether as beneficiaries under the Documents, as successors in interest of the Borrower or any of its SubsidiariesHazardous Materials, or voluntary transfer in lieu of foreclosure, other wastes or otherwise howsoever, with respect to any Environmental Claims materials on or relating to the property of the Borrower or any of its Subsidiaries arising under any Environmental Laws as a result of the past, present or future operations of the Borrower or any of its Subsidiaries (or any predecessor in interest to the Borrower or its Subsidiaries) relating to the property of the Borrower or its Subsidiaries, or the past, present or future condition Premises regardless of any part of the inspections or other actions made or taken by Landlord on such property of the Borrower or its Subsidiaries owned, operated or leased by the Borrower or its Subsidiaries (or any such predecessor in interest), including any liabilities arising as a result of any indemnity covering Environmental Claims given re-entry by Landlord onto the Premises or otherwise. All warranties, representations and obligations set forth herein shall be deemed to any person by the Lenders or the Agent or a receiver, receiver-manager or similar person appointed hereunder or under applicable law (collectivelybe continuing and shall survive termination of this Lease. In addition, the “Indemnified Third Party”); but excluding any Environmental Claims or liabilities relating thereto to the extent that such Environmental Claims or liabilities arise by reason covenants and indemnities of the gross negligence or wilful misconduct of the Indemnified Party or the Indemnified Third Party claiming indemnity hereunder. The provisions of this Section Tenant contained herein shall survive any exercise of any remedy by Landlord under the repayment Lease. Tenant agrees that the indemnification granted herein may be enforced by any of Landlord Parties; provided, however, that nothing contained herein shall prevent Landlord from exercising any other rights under the ObligationsLease.

Environmental Indemnity. The Borrower Tenant shall protect, indemnify and hold save harmless the Indemnified Parties forthwith on demand by the Landlord, Agent and all of their respective members, directors, officers, employees and agents from and against any and all claimsliabilities, suitsobligations, actions, debts, claims damages, costs, losses, liabilities, penalties, obligationscauses of action, judgmentscosts and expenses (including, charges, expenses and disbursements (including without limitation, all reasonable legal attorneys’ fees and disbursements on a solicitor and his own client basisexpenses) of any nature whatsoeverwhatever kind or nature, suffered contingent or otherwise, known or unknown, incurred by the Indemnified Parties or any of them in connection with the Credit Facilityimposed, whether as beneficiaries under the Documents, as successors in interest of the Borrower or any of its Subsidiaries, or voluntary transfer in lieu of foreclosure, or otherwise howsoever, with respect to any Environmental Claims relating to the property of the Borrower or any of its Subsidiaries arising under based upon any Environmental Laws as a result or resulting from any Environmental Condition on or about the Leased Premises which occurs due to the acts or omissions of Tenant or the Permitted Parties of Tenant (“Tenant Contamination”). In case any action, suit or proceeding is brought against any of the pastparties indemnified herein by reason of any Tenant Contamination, present Tenant will, at Tenant’s expense, by counsel reasonably approved by Landlord, resist and defend such action, suit or future operations proceeding, or cause the same to be resisted and defended. The obligations of Tenant under this Section 18.3 shall survive the expiration or earlier termination of this Lease, and Tenant shall, notwithstanding a termination of this Lease, continue to pay rent for the Leased Premises in the same amount paid during the last year of the Borrower term hereof until such time as all remediation work required to cure such matter has been completed. Landlord shall protect, indemnify and save harmless Tenant and all of its respective members, directors, officers, employees and agents from and against all liabilities, obligations, claims damages, penalties, causes of action, costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) of whatever kind or nature, contingent or otherwise, known or unknown, incurred or imposed, based upon any Environmental Laws or resulting from any Environmental Condition on or about the Leased Premises which occurs due to the acts or omissions of Landlord or the Permitted Parties of Landlord (“Landlord Contamination”). In case any action, suit or proceeding is brought against any of its Subsidiaries (the parties indemnified herein by reason of any Landlord Contamination, Landlord will, at Landlord’s expense, by counsel reasonably approved by Tenant, resist and defend such action, suit or any predecessor in interest to the Borrower or its Subsidiaries) relating to the property of the Borrower or its Subsidiariesproceeding, or cause the past, present or future condition same to be resisted and defended. During any remediation necessitated of any part of the property of the Borrower or its Subsidiaries owned, operated or leased by the Borrower or its Subsidiaries (or any such predecessor in interest), including any liabilities arising as a result of any indemnity covering Environmental Claims given to any person by the Lenders or the Agent or a receiver, receiver-manager or similar person appointed hereunder or under applicable law (collectivelyLandlord Contamination, the “Indemnified Third Party”); but excluding any Environmental Claims or liabilities relating thereto rent payable hereunder shall be equitably adjusted to the extent that such Environmental Claims or liabilities arise by reason of any material adverse interference with Tenant’s use and occupancy of the gross negligence or wilful misconduct of the Indemnified Party or the Indemnified Third Party claiming indemnity hereunderLeased Premises. The provisions obligations of Landlord under this Section 18.3 shall survive the repayment expiration or earlier termination of the Obligationsthis Lease.

Environmental Indemnity. The Borrower shall indemnify Tenant hereby presently, unconditionally, irrevocably and hold absolutely agrees to pay, indemnify, defend with counsel acceptable to Landlord and save harmless the Indemnified Landlord Parties forthwith on demand by the Agent for, from and against any and all claimsClaims (including, suitswithout limitation attorneys’ and experts’ fees and expenses, actions, debts, damages, clean-up costs, losseswaste disposal costs and those costs, liabilitiesexpenses, penalties and fines within the meaning of CERCLA), of any kind or nature whatsoever which may at any time be imposed upon, incurred by or asserted or awarded against any of Landlord Parties and arising from any violation or alleged violation of Environmental Laws, environmental problem or other environmental matter described herein, relating to the Premises, or as a consequence of any of Tenant’s or Landlord’s interest in or operation of the Premises, including, without limitation, mattersduring the Term of this Lease or arising out of any breach of Tenant’s covenants, representations and warranties. Tenant does further agree and covenant that except as otherwise set forth in this Lease, none of Landlord Parties shall assume any liability or obligation for loss, damage, fines, penalties, obligations, judgments, charges, expenses and disbursements (including without limitation, all reasonable legal fees and disbursements on a solicitor and his own client basis) claims or duty to clean up or dispose of any nature whatsoever, suffered or incurred by the Indemnified Parties or any of them in connection with the Credit Facility, whether as beneficiaries under the Documents, as successors in interest of the Borrower or any of its SubsidiariesHazardous Materials, or voluntary transfer in lieu of foreclosure, other wastes or otherwise howsoever, with respect to any Environmental Claims materials on or relating to the property of the Borrower or any of its Subsidiaries arising under any Environmental Laws as a result of the past, present or future operations of the Borrower or any of its Subsidiaries (or any predecessor in interest to the Borrower or its Subsidiaries) relating to the property of the Borrower or its Subsidiaries, or the past, present or future condition Premises regardless of any part of the inspections or other actions made or taken by Landlord on such property of the Borrower or its Subsidiaries owned, operated or leased by the Borrower or its Subsidiaries (or any such predecessor in interest), including any liabilities arising as a result of any indemnity covering Environmental Claims given re-entry by Landlord onto the Premises or otherwise. All warranties, representations and obligations set forth herein shall be deemed to any person by the Lenders or the Agent or a receiver, receiver-manager or similar person appointed hereunder or under applicable law (collectivelybe continuing and shall survive termination of this Lease. In addition, the “Indemnified Third Party”); but excluding any Environmental Claims or liabilities relating thereto to the extent that such Environmental Claims or liabilities arise by reason covenants and indemnities of the gross negligence or wilful misconduct of the Indemnified Party or the Indemnified Third Party claiming indemnity hereunder. The provisions of this Section Tenant contained herein shall survive any exercise of any remedy by Landlord under the repayment Lease. Xxxxxx agrees that the indemnification granted herein may be enforced by any of Landlord Parties; provided, however, that nothing contained herein shall prevent Landlord from exercising any other rights under the ObligationsLease.

Environmental Indemnity. The Without limiting Section 11.3(a) hereof, each Borrower shall indemnify pay, indemnify, defend, and hold harmless the each Indemnified Parties forthwith on demand by the Agent from and Person against any and all Environmental Liabilities and Costs and all other claims, demands, penalties, fines, liability (including strict liability), losses, damages, costs and expenses (including reasonable legal fees and expenses, consultant fees and laboratory fees), arising out of (i) any releases or threatened releases of any Hazardous Materials (x) at any property presently or formerly owned or operated by such Borrower or any Subsidiary of such Borrower, or any predecessor in interest, or (y) generated and disposed of by such Borrower or any Subsidiary of such Borrower, or any predecessor in interest; (ii) any violations of Environmental Laws; (iii) any Environmental Action relating to such Borrower or any Subsidiary of such Borrower, or any predecessor in interest; (iv) any personal injury (including wrongful death) or property damage (real or personal) arising out of exposure to Hazardous Materials used, handled, generated, transported or disposed by such Borrower or any Subsidiary of such Borrower, or any predecessor in interest; and (v) any breach of any warranty or representation regarding environmental matters made by the Loan Parties in Section 5.14 or the breach of any covenant made by the Loan Parties in Section 6.15. The foregoing to the contrary notwithstanding, Borrowers shall have no obligation to any Indemnified Person under this Section 11.3 with respect to any of the foregoing claims, demands, suits, actions, debtsinvestigations, proceedings, and damages, costs, losses, liabilities, penalties, obligations, judgments, charges, expenses and disbursements (including without limitation, all reasonable legal attorneys fees and disbursements on and other costs and expenses (collectively, the "Indemnified Liabilities") that a solicitor and his own client basis) court of any nature whatsoever, suffered competent jurisdiction finally determines to have resulted from the gross negligence or incurred by the willful misconduct of such Indemnified Parties or any of them in connection with the Credit Facility, whether as beneficiaries under the Documents, as successors in interest of the Borrower Person (or any of its Subsidiariesofficers, directors, employees, agents, or voluntary transfer in lieu of foreclosure, or otherwise howsoever, with respect to any Environmental Claims relating to attorneys-in-fact). This provision shall survive the property of the Borrower or any of its Subsidiaries arising under any Environmental Laws as a result of the past, present or future operations of the Borrower or any of its Subsidiaries (or any predecessor in interest to the Borrower or its Subsidiaries) relating to the property of the Borrower or its Subsidiaries, or the past, present or future condition of any part of the property of the Borrower or its Subsidiaries owned, operated or leased by the Borrower or its Subsidiaries (or any such predecessor in interest), including any liabilities arising as a result of any indemnity covering Environmental Claims given to any person by the Lenders or the Agent or a receiver, receiver-manager or similar person appointed hereunder or under applicable law (collectively, the “Indemnified Third Party”); but excluding any Environmental Claims or liabilities relating thereto to the extent that such Environmental Claims or liabilities arise by reason of the gross negligence or wilful misconduct of the Indemnified Party or the Indemnified Third Party claiming indemnity hereunder. The provisions termination of this Section shall survive Agreement and the repayment of the Obligations. If any Indemnified Person makes any payment to any other Indemnified Person with respect to an Indemnified Liability as to which Borrowers were required to indemnify the Indemnified Person receiving such payment, the Indemnified Person making such payment is entitled to be indemnified and reimbursed by Borrowers with respect thereto. WITHOUT LIMITATION, THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PERSON WITH RESPECT TO INDEMNIFIED LIABILITIES WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF ANY NEGLIGENT ACT OR OMISSION OF SUCH INDEMNIFIED PERSON OR OF ANY OTHER PERSON.

Environmental Indemnity. The Borrower shall indemnify Tenant agrees to indemnity and hold Landlord harmless the Indemnified Parties forthwith on demand by the Agent from and against against, and to reimburse Landlord with respect to, any and all claims, suitsdemands, actionscauses of action, debtslosses, damages, costs, losses, liabilities, penalties, obligations, judgments, charges, costs and expenses and disbursements (including without limitation, all reasonable legal attorneys' fees and disbursements on a solicitor and his own client basis) court costs), fines and/or penalties of any nature whatsoeverand every kind or character, suffered known or unknown, fixed or contingent, asserted or potentially asserted against or incurred by the Indemnified Parties or Landlord at any of them time and from time to time by reason of, in connection with or arising out of (A) the Credit Facilityfailure of Tenant to perform any obligation herein required to be performed by Tenant regarding Applicable Environmental Laws, whether as beneficiaries under the Documents, as successors in interest (B) any violation of the Borrower any Applicable Environmental Law by Tenant or any of its Subsidiaries, or voluntary transfer in lieu of foreclosure, or otherwise howsoever, with respect to the Premises or any disposal or other release by Tenant or with respect to the Premises of any hazardous substance, environmental contaminants or solid waste on or to the Premises, whether or not resulting in a violation of any Applicable Environmental Claims Law, (C) any act, omission, event or circumstance by Tenant or with respect to the Premises which constitutes or has constituted violation of any Applicable Environmental Law with respect to the Premises, regardless of whether the act, omission, event or circumstance constituted a violation of any Applicable Environmental Law at the time of its existence or occurrence, and (D) any and all claims or proceedings (whether brought by private party or governmental agencies) for bodily injury, property damage, abatement or remediation, environmental damage or impairment or any other injury or damage resulting from or relating to any hazardous or toxic substance or contaminated material located upon or migrating into, from or through the property Premises or the Improvements (whether or not the release of such materials was caused by Tenant, a subtenant, a prior owner of the Borrower Premises or any of its Subsidiaries arising other Entity) which Landlord may incur. Tenant's duty to indemnify Landlord under any Environmental Laws as a result of the past, present or future operations of the Borrower or any of its Subsidiaries (or any predecessor in interest to the Borrower or its Subsidiaries) relating to the property of the Borrower or its Subsidiaries, or the past, present or future condition of any part of the property of the Borrower or its Subsidiaries owned, operated or leased by the Borrower or its Subsidiaries (or any such predecessor in interest), including any liabilities arising as a result of any indemnity covering Environmental Claims given to any person by the Lenders or the Agent or a receiver, receiver-manager or similar person appointed hereunder or under applicable law (collectively, the “Indemnified Third Party”); but excluding any Environmental Claims or liabilities relating thereto to the extent that such Environmental Claims or liabilities arise by reason of the gross negligence or wilful misconduct of the Indemnified Party or the Indemnified Third Party claiming indemnity hereunder. The provisions of this Section SECTION 23.2 shall survive the repayment expiration or earlier termination of the ObligationsLease with respect to events occurring during or prior to the Term or after the Term while Landlord has record title to and Tenant is occupying the Premises.

Environmental Indemnity. The Borrower shall indemnify Credit Parties agree that they will reimburse the Lenders for and hereby hold the Lenders harmless the Indemnified Parties forthwith on demand by the Agent from and all fines or penalties made or levied against any and all claims, suits, actions, debts, damages, costs, losses, liabilities, penalties, obligations, judgments, charges, expenses and disbursements (including without limitation, all reasonable legal fees and disbursements on a solicitor and his own client basis) of any nature whatsoever, suffered or incurred by the Indemnified Parties or any of them in connection with the Credit Facility, whether as beneficiaries under the Documents, as successors in interest of the Borrower or Lenders by any of its Subsidiaries, or voluntary transfer in lieu of foreclosure, or otherwise howsoever, with respect to any Environmental Claims relating to the property of the Borrower or any of its Subsidiaries arising under any Environmental Laws Governmental Authority as a result of or in connection with (i) the pastuse of Materials of Environmental Concern at the Real Properties, present or future operations (ii) the use of Materials of Environmental Concern at the Borrower or any of its Subsidiaries (or any predecessor in interest to the Borrower or its Subsidiaries) relating to the property of the Borrower or its Subsidiariesfacilities thereon, or (iii) the pastuse, present generation, storage, transportation, discharge, release or future condition handling of any part Materials of Environmental Concern at the property of the Borrower Real Properties, or its Subsidiaries owned, operated or leased by the Borrower or its Subsidiaries (or any such predecessor in interest), including any liabilities arising as a result of any indemnity covering release of any Materials of Environmental Claims given Concern onto the ground or into the water or air from or upon the Real Properties at any time. The Credit Parties also agree that they will reimburse the Lenders for and indemnify and hold the Lenders harmless from any and all costs, expenses (including reasonably attorneys' fees) and for all civil judgments or penalties incurred entered, assessed, or levied against any of the Lenders as a result of any of the Credit Parties' use of Materials of Environmental Concern at the Real Properties or as a result of any release of any Materials of Environmental Concern on the ground or into the water or air by any of the Credit Parties from or upon the Real Properties. Such reimbursement or indemnification shall include but not be limited to any person and all judgments or penalties to recover the costs of cleanup of any such release by any of the Credit Parties from or upon Real Properties and all reasonable expenses incurred by the Lenders or the Agent or as a receiverresult of such a civil action, receiver-manager or similar person appointed hereunder or under applicable law (collectively, the “Indemnified Third Party”); including but excluding any Environmental Claims or liabilities relating thereto not limited to the extent that such Environmental Claims or liabilities arise by reason of the gross negligence or wilful misconduct of the Indemnified Party or the Indemnified Third Party claiming indemnity hereunderreasonable attorneys' fees. The provisions of Credit Parties' obligations under this Section section shall survive the repayment of the ObligationsLoans and any deed in lieu of foreclosure or any foreclosure of the Mortgage Documents. The environmental indemnities set forth in this paragraph shall not be extended to any claim or liability of any of the Lenders arising from the gross negligence or willful misconduct of any of the Lenders occurring during any of the Lender's (i) actual possession of the Real Properties prior to foreclosure or exercise of a power of sale or (ii) ownership of the Real Properties after a foreclosure or exercise of such power of sale.

Environmental Indemnity. The Borrower shall indemnify and Landlord will indemnify, defend, hold harmless the Indemnified and reimburse Tenant and Tenant Parties forthwith on demand by the Agent from and against any and all claims, suits, actions, debts, damages, costs, losses, liabilities, penalties, obligations, judgments, charges, fines and reasonable direct remedial costs and expenses (including reasonable legal expenses and disbursements consultants’ fees) (including without limitationcollectively, all reasonable legal fees and disbursements on for purposes of this Section 2, “Costs”) that Tenant may incur due to a solicitor and his own client basis) clean-up, abatement, removal, or other remedial response required of Tenant by an appropriate governmental authority resulting from or caused by the introduction, production, use, generation, storage, treatment, disposal, discharge, release or other handling or disposition of any nature whatsoeverHazardous Materials in or about the Premises, suffered or incurred Building, Property and/or Project. However, this indemnity provision will not apply to any Costs (a) caused by the Indemnified negligence or intentional misconduct of Tenant or any other Tenant Parties or the contractors or invitees of Tenant or the Tenant Parties, or (b) to the extent costs result from (i) any of them in connection with Hazardous Materials introduced to, produced, used, stored, treated, handled or generated at (or disposed, discharged or released at or from) the Credit FacilityPremises, whether as beneficiaries under Building, Property and/or Project by, or disturbed, distributed or exacerbated by, Tenant, any other Tenant Parties or the Documentscontractors or the invitees thereof, as successors in interest (ii) any default by Tenant of the Borrower terms of the Lease and/or (iii) any act of (or to be taken by) Tenant, any of its Subsidiariesother Tenant Parties or the contractors or the invitees thereof. In addition, the foregoing indemnity obligation shall not bind any party that acquires Landlord’s interest in the Property by foreclosure or voluntary transfer deed in lieu of foreclosure, or otherwise howsoever, with respect to any Environmental Claims relating except to the property of the Borrower or any of its Subsidiaries arising under any Environmental Laws as a result of the past, present or future operations of the Borrower or any of its Subsidiaries (or any predecessor in interest to the Borrower or its Subsidiaries) relating to the property of the Borrower or its Subsidiaries, or the past, present or future condition extent of any part of the property of the Borrower or its Subsidiaries owned, operated or leased by the Borrower or its Subsidiaries (or any such predecessor in interest), including any liabilities arising Costs incurred as a result of any indemnity covering Environmental Claims given to any person by the Lenders clean-up, abatement, removal, or the Agent or a receiver, receiver-manager or similar person appointed hereunder or other remedial response that such party was required under applicable law to perform, but failed to perform, after such acquisition. Nothing in this Section 2 shall be interpreted as imposing any liability on Landlord for any other costs or expenses incurred by Tenant or any of the Tenant Parties (collectivelyincluding, the “Indemnified Third Party”); but excluding any Environmental Claims without limitation, lost sales or liabilities profits of such parties) relating thereto to the extent that such Environmental Claims or liabilities arise by reason presence of Hazardous Materials at the gross negligence or wilful misconduct of the Indemnified Party or the Indemnified Third Party claiming indemnity hereunder. The provisions of this Section shall survive the repayment of the ObligationsPremises, Building, Property and/or Project.

Environmental Indemnity. The Each Borrower shall indemnify and hold harmless the Indemnified Parties forthwith on demand by the Agent from and against any and all claims, suits, actions, debts, damages, costs, losses, liabilities, penalties, obligations, judgments, charges, expenses and disbursements (including without limitation, all reasonable legal fees and disbursements on a solicitor and his own client basis) of any nature whatsoever, suffered or incurred by the Indemnified Parties or any of them in connection with the any Credit Facility, whether as beneficiaries under the Documents, as successors in interest of the a Borrower or any of its Subsidiaries, or voluntary transfer in lieu of foreclosure, or otherwise howsoever, with respect to any Environmental Claims relating to the property of the a Borrower or any of its Subsidiaries arising under any Environmental Laws as a result of the past, present or future operations of the a Borrower or any of its Subsidiaries (or any predecessor in interest to the a Borrower or any of its Subsidiaries) relating to the property of the a Borrower or its Subsidiaries, or the past, present or future condition of any part of the property of the a Borrower or its Subsidiaries owned, operated or leased by the a Borrower or its Subsidiaries (or any such predecessor in interest), including any liabilities arising as a result of any indemnity covering Environmental Claims given to any person by the Lenders or the Agent or a receiver, receiver-receiver manager or similar person appointed hereunder or under applicable law (collectively, the “"Indemnified Third Party”"); but excluding any Environmental Claims or liabilities relating thereto to the extent that such Environmental Claims or liabilities arise by reason of the gross negligence or wilful misconduct of the Indemnified Party or the Indemnified Third Party claiming indemnity hereunder, as determined in a final, non-appealable judgment by a court of competent jurisdiction. The provisions of this Section shall survive the repayment of the Obligations.

Environmental Indemnity. The Borrower (a) Mortgagor shall indemnify protect, indemnify, save, defend, and hold harmless Mortgagee and all officers, directors, stockholders, partners, employees, agents, successors and assigns thereof (collectively, the "Indemnified Parties forthwith on demand by the Agent Environmental Parties") from and against any and all claimsliability, suitsloss, damage, actions, debtscauses of action, damages, costs, losses, liabilities, penalties, obligations, judgments, charges, costs or expenses and disbursements whatsoever (including without limitation, all reasonable legal attorneys' fees and disbursements on expenses) and any and all claims, suits and judgments which any Indemnified Environmental Party may suffer, as a solicitor and his own client basisresult of or with respect to: (a) any Environmental Claim relating to or arising from the Premises or any portion thereof; (b) the violation of any nature whatsoever, suffered or incurred by the Indemnified Parties or any of them Environmental Law in connection with the Credit FacilityPremises or any portion thereof; (c) any release, spill, or the presence of any Hazardous Substances affecting the Premises or any portion thereof or any real property adjoining the Premises; and (d) the presence at, in, on or under, or the release, escape, seepage, leakage, discharge or migration at or from, the Premises or any portion thereof of any Hazardous Substances, whether as beneficiaries or not such condition was known or unknown to Mortgagor provided that, in each case, Mortgagor may be relieved of its obligation under the Documents, as successors in interest this subsection if any of the Borrower or any matters referred to in clauses (a) through (d) above did not occur (but need not have been discovered) prior to (1) the foreclosure of its Subsidiaries, or voluntary transfer in lieu of foreclosure, or otherwise howsoever, this Mortgage with respect to any Environmental Claims relating the Premises or the applicable portion thereof, (2) the delivery by Mortgagor to Mortgagee of a deed- or assignment-in-lieu of foreclosure with respect to the property Premises or the applicable portion thereof, or (3) Mortgagee's taking possession and control the Premises or the applicable portion thereof after the occurrence of the Borrower or any an Event of its Subsidiaries arising under any Environmental Laws as Default hereunder and such obligation is a result of the past, present acts or future operations of the Borrower or any of its Subsidiaries (or any predecessor in interest to the Borrower or its Subsidiaries) relating to the property of the Borrower or its Subsidiaries, or the past, present or future condition omissions of any part of the property of the Borrower or its Subsidiaries owned, operated or leased by the Borrower or its Subsidiaries (or Indemnified Party. If any such predecessor in interestaction or other proceeding shall be brought against Mortgagee, upon written notice from Mortgagor to Mortgagee (given reasonably promptly following Mortgagee's notice to Mortgagor of such action or proceeding), including any liabilities arising as Mortgagor shall be entitled to assume the defense thereof, at Mortgagor's expense, with counsel reasonably acceptable to Mortgagee; provided, however, that Mortgagee may, at its own expense, retain separate counsel to participate in such defense, but such participation shall not be deemed to give Mortgagee a result right to control such defense, which right Mortgagor expressly retains. Notwithstanding the foregoing, each Indemnified Environmental Party shall have the right to employ separate counsel at Mortgagor's expense if, in the reasonable opinion of any indemnity covering legal counsel to such Indemnified Environmental Claims given to any person by the Lenders Party, a conflict or the Agent or a receiver, receiver-manager or similar person appointed hereunder or under applicable law (collectively, the “Indemnified Third Party”); but excluding any Environmental Claims or liabilities relating thereto to the extent that such Environmental Claims or liabilities arise by reason of the gross negligence or wilful misconduct of potential conflict exists between the Indemnified Environmental Party or the Indemnified Third Party claiming indemnity hereunder. The provisions of this Section shall survive the repayment of the Obligationsand Mortgagor that would make such separate representation advisable.

Environmental Indemnity. The Borrower shall indemnify and hold harmless the Indemnified Parties forthwith on demand by the Agent from and against any and all claims, suits, actions, debts, damages, costs, losses, liabilities, penalties, obligations, judgments, charges, expenses and disbursements (including without limitation, all reasonable legal fees and disbursements on a solicitor and his own client basis) of any nature whatsoever, suffered or incurred by the Indemnified Parties or any of them in connection with the any Credit Facility, whether as beneficiaries under the Documents, as successors in interest of the Borrower or any of its Subsidiaries, or voluntary transfer in lieu of foreclosure, or otherwise howsoever, with respect to any Environmental Claims relating to the property of the Borrower or any of its Subsidiaries arising under any Environmental Laws as a result of the past, present or future operations of the Borrower or any of its Subsidiaries (or any predecessor in interest to the Borrower or its Subsidiaries) relating to the property of the Borrower or its Subsidiaries, or the past, present or future condition of any part of the property of the Borrower or its Subsidiaries owned, operated or leased by the Borrower or its Subsidiaries (or any such predecessor in interest), including any liabilities arising as a result of any indemnity covering Environmental Claims given to any person by the Lenders or the Agent or a receiver, receiver-receiver manager or similar person appointed hereunder or under applicable law (collectively, the “"Indemnified Third Party”"); but excluding any Environmental Claims or liabilities relating thereto to the extent that such Environmental Claims or liabilities arise by reason of the gross negligence or wilful misconduct of the Indemnified Party or the Indemnified Third Party claiming indemnity hereunder, as determined in a final, non-appealable judgment by a court of competent jurisdiction. The provisions of this Section shall survive the repayment of the Obligations.

Environmental Indemnity. The Each of (a) Nexen and (b) with respect to (i) the Credit Facility established in favour of each other Borrower and (ii) it, its Subsidiaries and their respective property and operations, each other Borrower shall indemnify and hold harmless the Indemnified Parties forthwith on demand by the applicable Agent from and against any and all claims, suits, actions, debts, damages, costs, losses, liabilities, penalties, obligations, judgments, charges, expenses and disbursements (including without limitation, all reasonable legal fees and disbursements on a solicitor and his own client basis) of any nature whatsoever, suffered or incurred by the Indemnified Parties or any of them in connection with the Credit Facilities (or applicable Credit Facility, in the case of a Borrower other than Nexen), whether as beneficiaries under the Documents, as successors in interest of the a Borrower or any of its Subsidiaries, or voluntary transfer in lieu of foreclosure, or otherwise howsoever, with respect to any Environmental Claims relating to the property of the a Borrower or any of its Subsidiaries arising under any Environmental Laws as a result of the past, present or future operations of the a Borrower or any of its Subsidiaries (or any predecessor in interest to the a Borrower or any of its Subsidiaries) relating to the property of the a Borrower or of its Subsidiaries, or the past, present or future condition of any part of the property of the a Borrower or its Subsidiaries owned, operated or leased by the a Borrower or by any of its Subsidiaries (or any such predecessor in interest), including any liabilities arising as a result of any indemnity covering Environmental Claims given to any person by the applicable Lenders or the applicable Agent or a receiver, receiver-manager or similar person appointed hereunder or under applicable law (collectively, the “Indemnified Third Party”); but excluding any Environmental Claims or liabilities relating thereto to the extent that such Environmental Claims or liabilities arise by reason of the gross negligence or wilful misconduct of the Indemnified Party or the Indemnified Third Party claiming indemnity hereunder. The provisions of this Section shall survive the repayment of the Obligations.

Environmental Indemnity. The Borrower shall indemnify and hold harmless the Agent and the Lenders including a receiver, receiver-manager or similar person appointed under Applicable Law and their respective Affiliates, officers, directors, employees and agents (collectively in this Section, the “Indemnified Parties Parties”) forthwith on demand by the Agent from and against any and all claims, suits, actions, debts, damages, costs, losses, liabilities, penalties, obligations, judgments, charges, expenses and disbursements (including without limitation, all reasonable legal fees and disbursements on a solicitor and his own client basis) of any nature whatsoever, suffered or incurred by the Indemnified Parties or any of them in connection with the Credit Facility, whether as beneficiaries under the Loan Documents, as successors in interest of the Borrower or any of its Subsidiaries, or voluntary transfer in lieu of foreclosure, or otherwise howsoever, with respect to any Environmental Claims relating to the property of the Borrower or any of its Subsidiaries arising under any Environmental Laws as a result of the past, present or future operations of the Borrower or any of its Subsidiaries (or any predecessor in interest to the Borrower or its Subsidiaries) relating to the property of the Borrower or its Subsidiaries, or the past, present or future condition of any part of the property of the Borrower or its Subsidiaries owned, operated or leased by the Borrower or its Subsidiaries (or any such predecessor in interest), including any liabilities arising as a result of any indemnity covering Environmental Claims given to any person by the Lenders or the Agent or a receiver, receiver-manager or similar person appointed hereunder or under applicable law Applicable Law (collectively, the “Indemnified Third Party”); but excluding any Environmental Claims or liabilities relating thereto to the extent that such Environmental Claims or liabilities arise by reason of the gross negligence or wilful willful misconduct of the Indemnified Party or the Indemnified Third Party claiming indemnity hereunder. The provisions of this Section shall survive the repayment of the ObligationsObligations and cancellation of the Credit Facility.

Environmental Indemnity. The Borrower shall indemnify and hold harmless the Indemnified Parties forthwith on demand by the Agent Lender from and against any and all claims, suits, actions, debts, damages, costs, losses, liabilities, penalties, obligations, judgments, charges, expenses and disbursements (including without limitation, all reasonable legal fees and disbursements on a solicitor and his own client basis) of any nature whatsoever, suffered or incurred by the Indemnified Parties or any of them in connection with the Credit FacilityFacilities, whether as beneficiaries under the Documents, as successors in interest of the Borrower or any of its SubsidiariesLender, or voluntary transfer in lieu of foreclosure, or otherwise howsoever, with respect to any Environmental Claims relating to the property of the Borrower or any of its Subsidiaries arising under any Environmental Laws as a result of the past, present or future operations of the Borrower or any of its Subsidiaries (or any predecessor in interest to the Borrower or its Subsidiaries) relating to the property of the Borrower or its Subsidiaries, or the past, present or future condition of any part of the property of the Borrower or its Subsidiaries owned, operated or leased by the Borrower or its Subsidiaries (or any such predecessor in interest), including any liabilities arising as a result of any indemnity covering Environmental Claims given to any person by the Lenders or the Agent Lender or a receiver, receiver-receiver manager or similar person appointed hereunder or under applicable law Applicable Law (collectively, the “Indemnified Third Party”); but excluding any Environmental Claims or liabilities relating thereto to the extent that such Environmental Claims or liabilities arise by reason of the gross negligence or wilful willful misconduct of the Indemnified Party or the Indemnified Third Party claiming indemnity hereunder. The provisions of this Section shall survive the repayment of the Obligations.

Environmental Indemnity. The Borrower shall indemnify and hold harmless the Indemnified Parties forthwith on demand by the Agent Lender from and against any and all claims, suits, actions, debts, damages, costs, losses, liabilities, penalties, obligations, judgments, charges, expenses and disbursements (including without limitation, all reasonable legal fees and disbursements on a solicitor and his own client basis) of any nature whatsoever, suffered or incurred by the Indemnified Parties or any of them in connection with the Credit FacilityFacilities, whether as beneficiaries under the Documents, as successors in interest of the Borrower or any of its SubsidiariesLender, or voluntary transfer in lieu of foreclosure, or otherwise howsoever, with respect to any Environmental Claims relating to the property of the Borrower or any of its Subsidiaries arising under any Environmental Laws as a result of the past, present or future operations of the Borrower or any of its Subsidiaries (or any predecessor in interest to the Borrower or its Subsidiaries) relating to the property of the Borrower or its Subsidiaries, or the past, present or future condition of any part of the property of the Borrower or its Subsidiaries owned, operated or leased by the Borrower or its Subsidiaries (or any such predecessor in interest), including any liabilities arising as a result of any indemnity covering Environmental Claims given to any person by the Lenders or the Agent Lender or a receiver, receiver-receiver manager or similar person appointed hereunder or under applicable law Applicable Law (collectively, the “Indemnified Third Party”); but excluding any Environmental Claims or liabilities relating thereto to the extent that such Environmental Claims or liabilities arise by reason of the gross negligence or wilful misconduct of the Indemnified Party or the Indemnified Third Party claiming indemnity hereunder. The provisions of this Section shall survive the repayment of the Obligations.

Environmental Indemnity. The Borrower Tenant shall protect, indemnify and hold save harmless the Indemnified Parties forthwith on demand by the Landlord, Agent and all of their respective members, directors, officers, employees and agents from and against any and all claimsliabilities, suitsobligations, actions, debts, claims damages, costs, losses, liabilities, penalties, obligationscauses of action, judgmentscosts and expenses (including, charges, expenses and disbursements (including without limitation, all reasonable legal attorneys’ fees and disbursements on a solicitor and his own client basisexpenses) of any nature whatsoeverwhatever kind or nature, suffered contingent or otherwise, known or unknown, incurred by the Indemnified Parties or any of them in connection with the Credit Facilityimposed, whether as beneficiaries under the Documents, as successors in interest of the Borrower or any of its Subsidiaries, or voluntary transfer in lieu of foreclosure, or otherwise howsoever, with respect to any Environmental Claims relating to the property of the Borrower or any of its Subsidiaries arising under based upon any Environmental Laws as a result or resulting from any Environmental Condition on or about the Leased Premises which occurs due to the acts or omissions of Tenant or the Permitted Parties of Tenant (“Tenant Contamination”). In case any action, suit or proceeding is brought against any of the pastparties indemnified herein by reason of any Tenant Contamination, present Tenant will, at Tenant’s expense, by counsel reasonably approved by Landlord, resist and defend such action, suit or future operations proceeding, or cause the same to be resisted and defended. The obligations of Tenant under this Section 18.3 shall survive the expiration or earlier termination of this Lease, and Tenant shall, notwithstanding a termination of this Lease, continue to pay rent for the Leased Premises in the same amount paid during the last year of the Borrower term hereof until such time as all remediation work required to cure such matter has been completed. Landlord shall protect, indemnify and save harmless Tenant and all of its respective members, directors, officers, employees and agents from and against all liabilities, obligations, claims damages, penalties, causes of action, costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) of whatever kind or nature, contingent or otherwise, known or unknown, incurred or imposed, based upon any Environmental Laws or resulting from any Environmental Condition on or about the Leased Premises which occurs due to the acts or omissions of Landlord or the Permitted Parties of Landlord (“Landlord Contamination”). In case any action, suit or proceeding is brought against any of its Subsidiaries (the parties indemnified herein by reason of any Landlord Contamination, Landlord will, at Landlord’s expense, by counsel reasonably approved by Txxxxx, resist and defend such action, suit or any predecessor in interest to the Borrower or its Subsidiaries) relating to the property of the Borrower or its Subsidiariesproceeding, or cause the past, present or future condition same to be resisted and defended. During any remediation necessitated of any part of the property of the Borrower or its Subsidiaries owned, operated or leased by the Borrower or its Subsidiaries (or any such predecessor in interest), including any liabilities arising as a result of any indemnity covering Environmental Claims given to any person by the Lenders or the Agent or a receiver, receiver-manager or similar person appointed hereunder or under applicable law (collectivelyLandlord Contamination, the “Indemnified Third Party”); but excluding any Environmental Claims or liabilities relating thereto rent payable hereunder shall be equitably adjusted to the extent that such Environmental Claims or liabilities arise by reason of any material adverse interference with Txxxxx’s use and occupancy of the gross negligence or wilful misconduct of the Indemnified Party or the Indemnified Third Party claiming indemnity hereunderLeased Premises. The provisions obligations of Landlord under this Section 18.3 shall survive the repayment expiration or earlier termination of the Obligationsthis Lease.

Environmental Indemnity. The Borrower shall indemnify and hold harmless the Indemnified Parties forthwith on demand by the Agent from and against any and all claims, suits, actions, debts, damages, costs, losses, liabilities, penalties, obligations, judgments, charges, expenses and disbursements (including without limitation, all reasonable legal fees and disbursements on a solicitor and his own client basis) of any nature whatsoever, suffered or incurred by the Indemnified Parties or any of them in connection with the any Credit Facility, whether as beneficiaries under the Documents, as successors in interest of the Borrower Parent or any of its Subsidiaries, or voluntary transfer in lieu of foreclosure, or otherwise howsoever, with respect to any Environmental Claims relating to the property of the Borrower Parent or any of its Subsidiaries arising under any Environmental Laws as a result of the past, present or future operations of the Borrower Parent or any of its Subsidiaries (or any predecessor in interest to the Borrower Parent or its Subsidiaries) relating to the property of the Borrower Parent or its Subsidiaries, or the past, present or future condition of any part of the property of the Borrower Parent or its Subsidiaries owned, operated or leased by the Borrower Parent or its Subsidiaries (or any such predecessor in interest), including any liabilities arising as a result of any indemnity covering Environmental Claims given to any person by the Lenders or the Agent or a receiver, receiver-receiver manager or similar person appointed hereunder or under applicable law (collectively, the “"Indemnified Third Party”"); but excluding any Environmental Claims or liabilities relating thereto to the extent that such Environmental Claims or liabilities arise by reason of the gross negligence or wilful misconduct of the Indemnified Party or the Indemnified Third Party claiming indemnity hereunder. The provisions of this Section shall survive the repayment of the Obligations.

Environmental Indemnity. The Borrower Tenant shall protect, indemnify and hold save harmless the Indemnified Parties forthwith on demand by the Landlord, Agent and all of their respective members, directors, officers, employees and agents from and against any and all claimsliabilities, suitsobligations, actions, debts, claims damages, costs, losses, liabilities, penalties, obligationscauses of action, judgmentscosts and expenses (including, charges, expenses and disbursements (including without limitation, all reasonable legal attorneys' fees and disbursements on a solicitor and his own client basisexpenses) of any nature whatsoeverwhatever kind or nature, suffered contingent or otherwise, known or unknown, incurred by the Indemnified Parties or any of them in connection with the Credit Facilityimposed, whether as beneficiaries under the Documents, as successors in interest of the Borrower or any of its Subsidiaries, or voluntary transfer in lieu of foreclosure, or otherwise howsoever, with respect to any Environmental Claims relating to the property of the Borrower or any of its Subsidiaries arising under based upon any Environmental Laws as a result or resulting from any Environmental Condition on or about the Leased Premises which occurs due to the acts or omissions of Tenant or the Permitted Parties of Tenant ("Tenant Contamination"). In case any action, suit or proceeding is brought against any of the pastparties indemnified herein by reason of any Tenant Contamination, present Tenant will, at Tenant's expense, by counsel reasonably approved by Landlord, resist and defend such action, suit or future operations proceeding, or cause the same to be resisted and defended. The obligations of Tenant under this Section 18.3 shall survive the expiration or earlier termination of this Lease, and Tenant shall, notwithstanding a termination of this Lease, continue to pay rent for the Leased Premises in the same amount paid during the last year of the Borrower term hereof until such time as all remediation work required to cure such matter has been completed. Landlord shall protect, indemnify and save harmless Tenant and all of its respective members, directors, officers, employees and agents from and against all liabilities, obligations, claims damages, penalties, causes of action, costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) of whatever kind or nature, contingent or otherwise, known or unknown, incurred or imposed, based upon any Environmental Laws or resulting from any Environmental Condition on or about the Leased Premises which occurs due to the acts or omissions of Landlord or the Permitted Parties of Landlord ("Landlord Contamination"). In case any action, suit or proceeding is brought against any of its Subsidiaries (the parties indemnified herein by reason of any Landlord Contamination, Landlord will, at Landlord's expense, by counsel reasonably approved by Tenant, resist and defend such action, suit or any predecessor in interest to the Borrower or its Subsidiaries) relating to the property of the Borrower or its Subsidiariesproceeding, or cause the past, present or future condition same to be resisted and defended. During any remediation necessitated of any part of the property of the Borrower or its Subsidiaries owned, operated or leased by the Borrower or its Subsidiaries (or any such predecessor in interest), including any liabilities arising as a result of any indemnity covering Environmental Claims given to any person by the Lenders or the Agent or a receiver, receiver-manager or similar person appointed hereunder or under applicable law (collectivelyLandlord Contamination, the “Indemnified Third Party”); but excluding any Environmental Claims or liabilities relating thereto rent payable hereunder shall be equitably adjusted to the extent that such Environmental Claims or liabilities arise by reason of any material adverse interference with Tenant's use and occupancy of the gross negligence or wilful misconduct of the Indemnified Party or the Indemnified Third Party claiming indemnity hereunderLeased Premises. The provisions obligations of Landlord under this Section 18.3 shall survive the repayment expiration or earlier termination of the Obligationsthis Lease.

Environmental Indemnity. The Borrower shall and does hereby indemnify and hold harmless the Agent and the Lenders (including a receiver, receiver-manager or similar Person appointed under applicable Law) and its and their respective Affiliates, officers, directors, employees and agents (collectively, in this Section, the "Indemnified Parties Parties"), forthwith on demand by the Agent Agent, from and against any and all claims, suits, actions, debts, damages, costs, losses, liabilities, penalties, obligations, judgments, charges, expenses and disbursements (including without limitation, all reasonable legal fees and disbursements on a solicitor and his own client basis) of any nature whatsoever, suffered or incurred by the Indemnified Parties or any of them in connection with the Credit Facility, whether as beneficiaries under the Documents, as successors in interest of the Borrower or any of its Subsidiaries, or voluntary transfer in lieu of foreclosure, or otherwise howsoever, with respect to any Environmental Claims relating to the property of the Borrower or any of its Subsidiaries arising under any Environmental Laws as a result of the past, present or future operations of the Borrower or any of its Subsidiaries (or any predecessor in interest to the Borrower or any of its Subsidiaries) relating to the property of the Borrower or of its Subsidiaries, or the past, present or future condition of any part of the property of the Borrower or its Subsidiaries Subsidiaries, whether owned, operated or leased by the Borrower or by any of its Subsidiaries (Subsidiaries, or any such predecessor in interest), including any liabilities arising as a result of any indemnity covering Environmental Claims given to any person by the Lenders or the Agent or a receiver, receiver-manager or similar person appointed hereunder or under applicable law (collectively, the “Indemnified Third Party”); interest but excluding any Environmental Claims or liabilities relating thereto to the extent that such Environmental Claims or liabilities arise by reason of the gross negligence or wilful misconduct of the Indemnified Party or the Indemnified Third Party claiming indemnity hereunder. The provisions of this This Section shall survive the repayment of the ObligationsLoan Indebtedness.

Environmental Indemnity. The Borrower shall indemnify (a) Each of the Company and the Guarantors jointly and severally agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless the Indemnified Parties forthwith on demand by Trustee and each Holder and each of their respective Affiliates and each and all of the Agent directors, officers, partners, trustees, employees, attorneys and agents, and (in each case) their respective heirs, representatives, successors and assigns (each of the foregoing, an “Indemnitee”) from and against any and all claims, suits, actions, debts, damages, costs, losses, liabilities, penalties, obligations, judgments, charges, expenses and disbursements (including without limitation, all reasonable legal fees and disbursements on a solicitor and his own client basis) of any nature whatsoever, suffered or incurred by the Indemnified Parties or any of them in connection with the Credit Facility, whether as beneficiaries under the Documents, as successors in interest of the Borrower or any of its Subsidiaries, or voluntary transfer in lieu of foreclosure, or otherwise howsoever, Liabilities; provided that no Indemnitee shall be entitled to indemnification hereunder with respect to any Environmental Claims relating to the property of the Borrower or any of its Subsidiaries arising under any Environmental Laws as a result of the past, present or future operations of the Borrower or any of its Subsidiaries (or any predecessor in interest to the Borrower or its Subsidiaries) relating to the property of the Borrower or its Subsidiaries, or the past, present or future condition of any part of the property of the Borrower or its Subsidiaries owned, operated or leased by the Borrower or its Subsidiaries (or any such predecessor in interest), including any liabilities arising as a result of any indemnity covering Environmental Claims given to any person by the Lenders or the Agent or a receiver, receiver-manager or similar person appointed hereunder or under applicable law (collectively, the “Indemnified Third Party”); but excluding any Environmental Claims or liabilities relating thereto Liability to the extent that such Environmental Claims or liabilities arise Indemnified Liability is found by reason a final and nonappealable decision of a court of competent jurisdiction to have resulted directly and primarily from the gross negligence or wilful willful misconduct of such Indemnitee. (b) All amounts due under Section 10.11(a) hereof shall be payable not later than 10 days after written demand therefor. (c) To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in Section 10.11(a) hereof may be unenforceable in whole or in part because they are violative of any law or public policy, each of the Company and Guarantors shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Party Liabilities incurred by Indemnitees or any of them. (d) Neither the Company nor any Guarantor shall ever assert any claim against any Indemnitee, on any theory of liability, for any lost profits or special, indirect or consequential damages or (to the fullest extent lawful) any punitive damages arising out of, in connection with, or as a result of, this Indenture or any other Noteholder Document or any agreement or instrument or transaction contemplated hereby or relating in any respect to any Indemnified Third Party claiming indemnity hereunderLiability, and each of the Company and Guarantors hereby forever waives, releases and agrees not to xxx upon any claim for any such lost profits or special, indirect, consequential or (to the fullest extent lawful) punitive damages, whether or not accrued and whether or not known or suspected to exist in its favor. (e) The provisions of agreements in this Section 10.11 shall survive the repayment of the ObligationsNotes and all other amounts payable hereunder and the resignation and removal of the Trustee or Collateral Agent.

Environmental Indemnity. The Borrower Issuer shall and does hereby indemnify and hold harmless the Indemnified Parties Parties, forthwith on demand by the Agent or such Indemnified Party, from and against any and all claims, suits, actions, debts, damages, costs, losses, liabilities, penalties, obligations, judgments, charges, expenses and disbursements (including without limitation, all reasonable legal fees and disbursements on a solicitor and his own client basis) of any nature whatsoever, suffered or incurred by the Indemnified Parties or any of them in connection with the Credit Facility, whether as beneficiaries under the Documents, as successors in interest of the Borrower or any of its Subsidiaries, or voluntary transfer in lieu of foreclosure, or otherwise howsoever, with respect to any Environmental Claims relating to the property of the Borrower Issuer or any of its Subsidiaries arising under any Environmental Laws as a result of the past, present or future operations of the Borrower Issuer or any of its Subsidiaries (or any predecessor in interest to the Borrower Issuer or any of its Subsidiaries) relating to the property of the Borrower Issuer or of its Subsidiaries, or the past, present or future condition of any part of the property of the Borrower Issuer or its Subsidiaries Subsidiaries, whether owned, operated or leased by the Borrower Issuer or by any of its Subsidiaries (Subsidiaries, or any such predecessor in interest), including any liabilities arising as a result of any indemnity covering Environmental Claims given to any person by the Lenders or the Agent or a receiver, receiver-manager or similar person appointed hereunder or under applicable law (collectively, the “Indemnified Third Party”); interest but excluding any Environmental Claims or liabilities relating thereto to the extent that such Environmental Claims or liabilities arise by reason of the gross negligence or wilful willful misconduct of the Indemnified Party or the Indemnified Third Party claiming indemnity hereunder. The provisions of this This Section shall survive the repayment of the ObligationsObligations and termination of this Agreement.