Common use of HAZARDOUS MATERIALS INDEMNITY Clause in Contracts

HAZARDOUS MATERIALS INDEMNITY. BORROWER HEREBY AGREES, SOLELY WITH RESPECT TO THE PERIOD ENDING ON THE DATE OF FORECLOSURE, THE DATE OF THE TENDERING OF A DEED IN LIEU OF FORECLOSURE OR THE DATE ON WHICH A RECEIVER HAS BEEN APPOINTED AT LENDER’S REQUEST TO OPERATE THE PROPERTY (THE “OWNERSHIP CONTROL PERIOD”) OR TO THE EXTENT RESULTING FROM THE ACTS OR OMISSIONS OF BORROWER OR ANY OF ITS AGENTS (WHETHER OR NOT DURING THE OWNERSHIP CONTROL PERIOD), TO DEFEND, INDEMNIFY AND HOLD HARMLESS LENDER, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS FROM AND AGAINST ANY AND ALL LOSSES, DAMAGES, LIABILITIES, CLAIMS, ACTIONS, JUDGMENTS, COURT COSTS AND LEGAL OR OTHER EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES AND EXPENSES) WHICH LENDER MAY INCUR AS A DIRECT OR INDIRECT CONSEQUENCE OF THE USE, GENERATION, MANUFACTURE, STORAGE, DISPOSAL, THREATENED DISPOSAL, TRANSPORTATION OR PRESENCE OF HAZARDOUS MATERIALS IN, ON, UNDER OR ABOUT THE PROPERTY; PROVIDED, HOWEVER, THAT BORROWER SHALL NOT BE LIABLE FOR ANY DIMINUTION IN VALUE OF THE PROPERTY AS A RESULT OF THE FOREGOING. BORROWER SHALL IMMEDIATELY PAY TO LENDER UPON DEMAND ANY AMOUNTS OWING UNDER THIS INDEMNITY, TOGETHER WITH INTEREST FROM THE DATE THE INDEBTEDNESS ARISES UNTIL PAID AT THE RATE OF INTEREST APPLICABLE TO THE PRINCIPAL BALANCE OF THE NOTE. BORROWER’S DUTY AND OBLIGATIONS TO DEFEND, INDEMNIFY AND HOLD HARMLESS LENDER SHALL SURVIVE THE CANCELLATION OF THE NOTE AND THE RELEASE OR PARTIAL RELEASE OF THE MORTGAGE.

HAZARDOUS MATERIALS INDEMNITY. BORROWER HEREBY AGREES, SOLELY WITH RESPECT TO THE PERIOD ENDING ON THE DATE OF FORECLOSURE, THE DATE OF THE TENDERING OF A DEED IN LIEU OF FORECLOSURE OR THE DATE ON WHICH A RECEIVER HAS BEEN APPOINTED AT LENDER’S REQUEST TO OPERATE THE PROPERTY (THE “OWNERSHIP CONTROL PERIOD”) OR TO THE EXTENT RESULTING FROM THE ACTS OR OMISSIONS OF BORROWER OR ANY OF ITS AGENTS (WHETHER OR NOT DURING THE OWNERSHIP CONTROL PERIOD), AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS LENDER, ITS LENDER’S PARENTS, SUBSIDIARIES OR AFFILIATES, ANY HOLDER OF OR PARTICIPANT IN THE LOAN, AND ALL DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS OF ANY OF THE FOREGOING (THE “INDEMNITEE^)”) FOR, FROM AND AGAINST ANY AND ALL LOSSES, DAMAGES, LIABILITIES, CLAIMS, ACTIONS, JUDGMENTS, COURT COSTS AND LEGAL OR OTHER EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES AND EXPENSES) WHICH LENDER ANY SUCH PARTY MAY INCUR AS A DIRECT OR INDIRECT CONSEQUENCE OF THE USE, GENERATION, MANUFACTURE, STORAGE, DISPOSAL, THREATENED DISPOSAL, TRANSPORTATION OR PRESENCE OF HAZARDOUS MATERIALS IN, ON, UNDER OR ABOUT THE PROPERTY; PROVIDED, HOWEVERANY VIOLATION OR CLAIM OF VIOLATION OF ANY HAZARDOUS MATERIALS LAWS WITH RESPECT TO THE PROPERTY, THAT BORROWER SHALL NOT BE LIABLE FOR OR ANY DIMINUTION INDEMNITY CLAIM BY A THIRD PARTY AGAINST ONE OR MORE INDEMNITEES IN VALUE OF THE PROPERTY AS A RESULT CONNECTION WITH ANY OF THE FOREGOING. BORROWER SHALL IMMEDIATELY PAY TO LENDER UPON DEMAND ANY AMOUNTS OWING UNDER THIS INDEMNITYLender shall have the right at any time to appear in, TOGETHER WITH INTEREST FROM THE DATE THE INDEBTEDNESS ARISES UNTIL PAID AT THE RATE OF INTEREST APPLICABLE TO THE PRINCIPAL BALANCE OF THE NOTEand to participate in as a party if it so elects, and be represented by counsel of its own choice in, any action or proceeding initiated in connection with any Hazardous Materials Laws that affect the Property. BORROWER’S DUTY AND OBLIGATIONS TO DEFENDBorrower shall immediately pay to Lender upon demand any amounts owing under this indemnity, INDEMNIFY AND HOLD HARMLESS LENDER SHALL SURVIVE THE CANCELLATION OF THE NOTE AND THE RELEASE OR PARTIAL RELEASE OF THE MORTGAGEtogether with interest from the date the indebtedness arises until paid at the rate of interest applicable to the principal balance of the Note.

HAZARDOUS MATERIALS INDEMNITY. BORROWER HEREBY AGREES, SOLELY WITH RESPECT TO THE PERIOD ENDING ON THE DATE OF FORECLOSURE, THE DATE OF THE TENDERING OF A DEED IN LIEU OF FORECLOSURE OR THE DATE ON WHICH A RECEIVER HAS BEEN APPOINTED AT LENDER’S REQUEST TO OPERATE THE PROPERTY (THE “OWNERSHIP CONTROL PERIOD”) OR TO THE EXTENT RESULTING FROM THE ACTS OR OMISSIONS OF BORROWER OR ANY OF ITS AGENTS (WHETHER OR NOT DURING THE OWNERSHIP CONTROL PERIOD), AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS ADMINISTRATIVE AGENT AND EACH LENDER, ITS AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS IN EACH SUCH PARTY’S CAPACITY AS SUCH FROM AND AGAINST ANY AND ALL LOSSES, DAMAGES, LIABILITIES, CLAIMS, ACTIONS, JUDGMENTS, COURT COSTS AND LEGAL OR OTHER EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES AND EXPENSES) (INCLUDING IN EACH CASE LOSSES FOR DIMINUTION IN VALUE, BUT NOT OTHER CONSEQUENTIAL DAMAGES AND EXCLUDING LOSSES INCURRED AS A RESULT OF LENDER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR ANY HAZARDOUS MATERIALS FIRST INTRODUCED TO A PROPERTY AFTER THE DATE LENDER, ITS DESIGNEE OR AGENT ACQUIRES POSSESSION OF THE PROPERTY, IT BEING ACKNOWLEDGED AND AGREED BY BORROWER THAT A RECEIVER OR CUSTODIAN APPOINTED BY A COURT SHALL UNDER NO CIRCUMSTANCES BE CONSIDERED TO BE AN AGENT OF LENDER) WHICH ADMINISTRATIVE AGENT AND/OR ANY LENDER MAY INCUR ACTUALLY INCURS AS A DIRECT OR INDIRECT CONSEQUENCE OF THE USE, GENERATION, MANUFACTURE, STORAGE, DISPOSAL, THREATENED DISPOSAL, TRANSPORTATION OR PRESENCE OF HAZARDOUS MATERIALS IN, ON, UNDER OR ABOUT THE PROPERTY; PROVIDED, HOWEVER, THAT BORROWER SHALL NOT BE LIABLE FOR ANY DIMINUTION IN VALUE OF THE PROPERTY AS A RESULT OF THE FOREGOINGOR IMPROVEMENTS. BORROWER SHALL IMMEDIATELY PAY TO LENDER ADMINISTRATIVE AGENT AND/OR ANY LENDER, UPON DEMAND DEMAND, ANY AMOUNTS OWING UNDER THIS INDEMNITY, TOGETHER WITH INTEREST FROM THE DATE THE INDEBTEDNESS ARISES UNTIL PAID AT THE RATE OF INTEREST APPLICABLE TO THE PRINCIPAL BALANCE OF THE NOTELOAN. BORROWER’S DUTY AND OBLIGATIONS TO DEFEND, INDEMNIFY AND HOLD HARMLESS ADMINISTRATIVE AGENT AND EACH LENDER SHALL SURVIVE THE CANCELLATION OF THE NOTE NOTES AND THE RELEASE RELEASE, RECONVEYANCE OR PARTIAL RELEASE RECONVEYANCE OF THE MORTGAGEDEED OF TRUST.

HAZARDOUS MATERIALS INDEMNITY. BORROWER HEREBY AGREESWithout limiting in any way Sublessee's obligations under any other provision of this Sublease and the Master Lease, SOLELY WITH RESPECT TO THE PERIOD ENDING ON THE DATE OF FORECLOSURESublessee and its successors and assigns shall indemnify, THE DATE OF THE TENDERING OF A DEED IN LIEU OF FORECLOSURE OR THE DATE ON WHICH A RECEIVER HAS BEEN APPOINTED AT LENDER’S REQUEST TO OPERATE THE PROPERTY protect, defend (THE “OWNERSHIP CONTROL PERIOD”with counsel approved by Sublessor) OR TO THE EXTENT RESULTING FROM THE ACTS OR OMISSIONS OF BORROWER OR ANY OF ITS AGENTS and hold Sublessor, its partners, officers, directors, shareholders, employees, agents, lenders, contractors and each of their respective successors and assigns (WHETHER OR NOT DURING THE OWNERSHIP CONTROL PERIODthe "Sublessor Indemnified Parties") harmless from any and all claims, damages, liabilities, losses, costs and expenses of any nature whatsoever, known or unknown, contingent or otherwise (including, without limitation, attorneys' fees, litigation, arbitration and administrative proceedings costs, expert and consultant fees and laboratory costs, as well as damages arising out of the diminution in the value of the Premises or any portion thereof, damages for the loss of the Premises, damages arising from any adverse impact on the marketing of space in the Premises, and sums paid in settlement of claims) (collectively "Claims"), TO DEFENDwhich arise during or after the Term in whole or in part as a result of the presence of any hazardous or toxic materials, INDEMNIFY AND HOLD HARMLESS LENDERin, ITS DIRECTORSon, OFFICERSunder, EMPLOYEESfrom or about the Premises caused by Sublessee, AGENTSits agents, SUCCESSORS AND ASSIGNS FROM AND AGAINST ANY AND ALL LOSSESemployees or contractors, DAMAGESunless such Claims arise out of or are caused by any of the Sublessor Indemnified Parties. Without limiting in any way Sublessor's obligations under any other provision of this Sublease and Master Lease, LIABILITIESas amended, CLAIMSSublessor and its successors and assigns shall indemnify, ACTIONSprotect, JUDGMENTSdefend (with counsel approved by Sublessee) and hold Sublessee, COURT COSTS AND LEGAL OR OTHER EXPENSES and its partners, officers, directors, shareholders, employees, agents, lenders, contractors and each of their respective successors and assigns (INCLUDING"Sublessee Indemnified Parties") harmless against all Claims if arising out of or caused by the Sublessor, WITHOUT LIMITATIONits agents, REASONABLE ATTORNEYS’ FEES AND EXPENSES) WHICH LENDER MAY INCUR AS A DIRECT OR INDIRECT CONSEQUENCE OF THE USEemployees or contractors, GENERATION, MANUFACTURE, STORAGE, DISPOSAL, THREATENED DISPOSAL, TRANSPORTATION OR PRESENCE OF HAZARDOUS MATERIALS IN, ON, UNDER OR ABOUT THE PROPERTY; PROVIDED, HOWEVER, THAT BORROWER SHALL NOT BE LIABLE FOR ANY DIMINUTION IN VALUE OF THE PROPERTY AS A RESULT OF THE FOREGOINGunless such Claims arise out of or are caused by any of the Sublessee Indemnified Parties. BORROWER SHALL IMMEDIATELY PAY TO LENDER UPON DEMAND ANY AMOUNTS OWING UNDER THIS INDEMNITY, TOGETHER WITH INTEREST FROM THE DATE THE INDEBTEDNESS ARISES UNTIL PAID AT THE RATE OF INTEREST APPLICABLE TO THE PRINCIPAL BALANCE OF THE NOTE. BORROWER’S DUTY AND OBLIGATIONS TO DEFEND, INDEMNIFY AND HOLD HARMLESS LENDER SHALL SURVIVE THE CANCELLATION OF THE NOTE AND THE RELEASE OR PARTIAL RELEASE OF THE MORTGAGEThe indemnities contained herein shall survive the expiration or earlier termination of this Sublease.

HAZARDOUS MATERIALS INDEMNITY. THE BORROWER HEREBY AGREES, SOLELY WITH RESPECT TO THE PERIOD ENDING ON THE DATE OF FORECLOSURE, THE DATE OF THE TENDERING OF A DEED IN LIEU OF FORECLOSURE OR THE DATE ON WHICH A RECEIVER HAS BEEN APPOINTED AT LENDER’S REQUEST TO OPERATE THE PROPERTY (THE “OWNERSHIP CONTROL PERIOD”) OR TO THE EXTENT RESULTING FROM THE ACTS OR OMISSIONS OF BORROWER OR ANY OF ITS AGENTS (WHETHER OR NOT DURING THE OWNERSHIP CONTROL PERIOD), AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS THE LENDER, ITS THE LENDER’S PARENTS, SUBSIDIARIES OR AFFILIATES, ANY HOLDER OF OR PARTICIPANT IN THE LOAN, AND ALL DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS OF ANY OF THE FOREGOING (THE “HAZARDOUS MATERIAL INDEMNITEE(S)”) FOR, FROM AND AGAINST ANY AND ALL LOSSES, DAMAGES, LIABILITIES, CLAIMS, ACTIONS, JUDGMENTS, COURT COSTS AND LEGAL OR OTHER EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES AND EXPENSES) WHICH LENDER ANY SUCH PARTY MAY INCUR AS A DIRECT OR INDIRECT CONSEQUENCE OF THE USE, GENERATION, MANUFACTURE, STORAGE, DISPOSAL, THREATENED DISPOSAL, TRANSPORTATION OR PRESENCE OF HAZARDOUS MATERIALS IN, ON, UNDER OR ABOUT THE PROPERTYLAND OR IMPROVEMENTS, ANY VIOLATION OR CLAIM OF VIOLATION OF ANY HAZARDOUS MATERIALS LAWS WITH RESPECT TO THE LAND, OR ANY INDEMNITY CLAIM BY A THIRD PARTY AGAINST ONE OR MORE HAZARDOUS MATERIAL INDEMNITEES IN CONNECTION WITH ANY OF THE FOREGOING; PROVIDED, HOWEVER, THAT BORROWER ANY SUCH CLAIM FOR INDEMNIFICATION UNDER THIS SECTION 6.8(f) SHALL NOT BE LIABLE FOR ARISE FROM OR RELATE TO AN ACTION OR INACTION THAT OCCURRED PRIOR TO ANY DIMINUTION IN VALUE FORECLOSURE OF THE DEED OF TRUST OR OTHER TAKING OF TITLE TO ALL OR ANY PORTION OF THE PROPERTY BY THE LENDER OR ANY AFFILIATE OF THE LENDER. THE LENDER SHALL HAVE THE RIGHT AT ANY TIME TO APPEAR IN, AND TO PARTICIPATE IN AS A RESULT PARTY IF IT SO ELECTS, AND BE REPRESENTED BY COUNSEL OF ITS OWN CHOICE IN, ANY ACTION OR PROCEEDING INITIATED IN CONNECTION WITH ANY HAZARDOUS MATERIALS LAWS THAT AFFECT THE FOREGOINGLAND. THE BORROWER SHALL IMMEDIATELY PAY TO THE LENDER UPON DEMAND ANY AMOUNTS OWING UNDER THIS INDEMNITY, TOGETHER WITH INTEREST FROM THE DATE THE INDEBTEDNESS ARISES UNTIL PAID AT THE RATE OF INTEREST APPLICABLE TO THE PRINCIPAL BALANCE OF THE NOTE. THE BORROWER’S DUTY AND OBLIGATIONS TO DEFEND, INDEMNIFY AND HOLD HARMLESS THE LENDER SHALL SURVIVE THE CANCELLATION OF THE NOTE NOTE, THE RELEASE, RECONVEYANCE OR PARTIAL RECONVEYANCE OF THE SECURITY DOCUMENTS AND THE RELEASE OR PARTIAL RELEASE SATISFACTION OF ALL OF THE MORTGAGEBORROWER’S OBLIGATIONS UNDER THE LOAN DOCUMENTS.