LENDER OR OTHER INDEMNIFIED PARTY
HAS MADE THE REQUEST DESCRIBED IN THE PRECEDING SENTENCE AND SUCH REQUEST HAS
BEEN COMPLIED WITH, HAVE THE RIGHT TO EMPLOY ITS OWN COUNSEL (OR (BUT NOT AS
WELL AS) STAFF COUNSEL) TO INVESTIGATE AND CONTROL THE DEFENSE OF ANY MATTER
COVERED BY SUCH INDEMNITY AND THE REASONABLE FEES AND EXPENSES OF SUCH COUNSEL
SHALL BE AT THE EXPENSE OF THE INDEMNIFYING PARTY.
EXCLUDING ANY LIABILITY TO
THE EXTENT ARISING OUT OF THE GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR BAD FAITH
OF ANY INDEMNIFIED PARTY AS FINALLY DETERMINED BY A COURT OF COMPETENT
JURISDICTION, THE BORROWER FURTHER AGREES TO INDEMNIFY AND HOLD EACH INDEMNIFIED
PARTY HARMLESS FROM ALL LOSS, COST (INCLUDING ATTORNEY COSTS), LIABILITY AND
DAMAGE WHATSOEVER INCURRED BY ANY INDEMNIFIED PARTY BY REASON OF ANY VIOLATION
OF ANY ENVIRONMENTAL LAWS OR ENVIRONMENTAL PERMITS OR FOR THE RELEASE OR
THREATENED RELEASE OF ANY CONTAMINANTS INTO THE ENVIRONMENT FOR WHICH THE
BORROWER OR ANY OF ITS SUBSIDIARIES HAS ANY LIABILITY OR WHICH OCCURS UPON THE
MORTGAGED PROPERTY OR WHICH IS RELATED TO ANY PROPERTY CURRENTLY OR FORMERLY
OWNED, LEASED OR OPERATED BY OR ON BEHALF OF THE BORROWER OR ANY OF ITS
SUBSIDIARIES, OR BY REASON OF THE IMPOSITION OF ANY ENVIRONMENTAL LIEN IN
RESPECT OF THE BORROWER OR ITS SUBSIDIARIES OR WHICH OCCURS BY A BREACH OF ANY
OF THE REPRESENTATIONS, WARRANTIES OR COVENANTS RELATING TO ENVIRONMENTAL
MATTERS CONTAINED HEREIN, PROVIDED THAT, WITH RESPECT TO ANY LIABILITIES ARISING
FROM ACTS OR FAILURE TO ACT FOR WHICH THE BORROWER OR ANY OF ITS SUBSIDIARIES IS
STRICTLY LIABLE UNDER ANY ENVIRONMENTAL LAW OR ENVIRONMENTAL PERMIT, THE
BORROWER'S OBLIGATION TO EACH INDEMNIFIED PARTY UNDER THIS INDEMNITY SHALL
LIKEWISE BE WITHOUT REGARD TO FAULT ON THE PART OF THE BORROWER OR ANY SUCH
SUBSIDIARY.
IF THE BORROWER SHALL FAIL TO DO ANY ACT OR THING WHICH IT HAS
COVENANTED TO DO HEREUNDER OR ANY REPRESENTATION OR WARRANTY ON THE PART OF THE
BORROWER OR ANY SUBSIDIARY CONTAINED HEREIN OR IN ANY OTHER LOAN DOCUMENT SHALL
BE BREACHED, THE ADMINISTRATIVE AGENT MAY (BUT SHALL NOT BE OBLIGATED TO) DO THE
SAME OR CAUSE IT TO BE DONE OR REMEDY ANY SUCH BREACH, AND MAY EXPEND ITS FUNDS
FOR SUCH PURPOSE, AND WILL USE ITS BEST EFFORTS TO GIVE PROMPT WRITTEN NOTICE TO
THE BORROWER THAT IT PROPOSES TO TAKE SUCH ACTION.
ANY AND ALL AMOUNTS SO
EXPENDED BY THE ADMINISTRATIVE AGENT SHALL BE REPAID TO IT BY THE BORROWER
PROMPTLY UPON THE ADMINISTRATIVE AGENT'S DEMAND THEREFOR, WITH INTEREST AT THE
DEFAULT RATE IN EFFECT FROM TIME TO TIME DURING THE PERIOD INCLUDING THE DATE SO
EXPENDED BY THE ADMINISTRATIVE AGENT TO THE DATE OF REPAYMENT.
TO THE EXTENT
THAT THE UNDERTAKING TO INDEMNIFY, PAY OR HOLD HARMLESS THE ADMINISTRATIVE
AGENT, THE UK SECURITY TRUSTEE OR ANY LENDER AS SET FORTH IN THIS SECTION 12.4
MAY BE UNENFORCEABLE BECAUSE IT IS VIOLATIVE OF ANY LAW OR PUBLIC POLICY, THE
BORROWER SHALL MAKE THE MAXIMUM CONTRIBUTION TO THE PAYMENT AND SATISFACTION OF
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