Borrower shall defend, indemnify and hold harmless Lender, any successors to Lender’s interest in this Agreement or the other Loan Documents, and Lender’s and such successors’ directors, officers, employees, agents, and contractors from and against any losses, claims, damages, penalties, fines, liabilities, costs (including cleanup and recovery costs), and expenses (including expenses of litigation and reasonable, actual and documented out-of-pocket consultants’ and attorneys’ fees) incurred by Lender or other indemnitee or assessed against the Facility by virtue of any claim or lien by any governmental or quasi-governmental unit, body, or agency, or any third party for clean-up costs or other costs pursuant to CERCLA or any other Environmental Law.  Borrower’s indemnity shall survive the termination of this Agreement; provided, however, Borrower shall have no indemnity obligation with respect to [i] Hazardous Materials that are first introduced to the Facility subsequent to the date that GEN’s, Borrower’s or any Affiliate’s legal and equitable ownership and occupancy of the Facility shall have fully terminated; or [ii] Hazardous Materials introduced to the Facility by Lender, its successors or assigns.