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 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 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 Borrowers will protect, indemnify and hold the Administration Agent and the Lenders and all directors, officers, employees and agents of the Administration Agent or the Lenders harmless the Indemnified Parties forthwith on demand by the Agent from and against any and all actual or potential claims, suitsliabilities, actions, debts, damages (including consequential damages, costs), losses, liabilitiesfines, penalties, obligationssanctions, judgments, chargesawards, costs and expenses and disbursements whatsoever (including including, without limitation, all reasonable legal fees costs and disbursements on a solicitor expenses of investigating, denying or defending any of the foregoing and his own client basiscosts and expenses for preparing any necessary environmental assessment report or other such reports) which arise out of or relate in any way to: (a) the presence, use, handling, production, transportation, storage, release, deposit, discharge or disposal of any nature whatsoeverHazardous Materials in, suffered on or incurred by the Indemnified Parties about any properties 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 assets owned, operated or leased occupied by the Borrower or its Borrowers and their Subsidiaries, whether by the Borrowers, their Subsidiaries (or any such predecessor other person; (b) any remedial action taken by the Administration Agent or any Lender in interestconnection with any matter referred to in paragraph (a), including without limitation any liabilities arising as a result repair, clean-up, remediation or detoxification of any indemnity covering Environmental Claims given to of such properties or assets and the preparation of any person closure or other required plans; and (c) any breach by the Lenders Borrowers or any of their Subsidiaries of any Environmental Law. Notwithstanding anything to the contrary contained in this Agreement, (i) the indemnity provisions set forth above in this Section 14.8 shall not apply with respect to Hazardous Materials which the Borrowers establish were first placed on, in, under or about the property in question after the Administration Agent or a receiver, receiver-manager Lender 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 other indemnified party took actual and exclusive possession of the property (either through foreclosure or otherwise), and (ii) the indemnity provisions set forth above in this Section 14.8 are not intended to indemnify any indemnified party for its own gross negligence or wilful misconduct misconduct. If any Hazardous Materials are caused to be removed by either of the Indemnified Party Borrowers or any of their Subsidiaries, the Indemnified Third Party claiming indemnity hereunderAdministration Agent, a Lender or any other indemnified party, then such Hazardous Materials will be and remain the property of such Borrower or Subsidiary, as the case may be, and such Borrower will assume any and all liability for such removed Hazardous Materials. The provisions of Borrowers understand that their liability to the indemnified parties under this Section shall will survive the repayment full payment and satisfaction of the Obligationsall amounts owing under this Agreement as if this indemnity were separate and distinct from this Agreement.

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 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 claimsIndemnified Liabilities; provided, 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, 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 hereunder. Liability, and each of the Company and Guarantors hereby forever waives, releases and agrees not to s▇▇ 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 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 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 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 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 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 hereby indemnifies and hold holds harmless the Indemnified Parties forthwith on demand by each of 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)Lenders, 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 receivertheir respective directors, receiver-manager or similar person appointed hereunder or under applicable law officers, employees and agents (collectively, the “Indemnified Third PartyParties”), for any costs, losses, damages, expenses, judgments, suits, claims, awards, fines, sanctions and liabilities whatsoever (including any reasonable costs or expenses of defending or denying the same and including the reasonable costs or expenses of preparing any environmental assessment report or other such reports) (in this Section 17.5 collectively a “Claim”) suffered or incurred by an Indemnified Party, arising out of, or in respect of: (a) the Release of any Contaminant into the Environment from or into any property, owned, operated or controlled, directly or indirectly, by any Loan Party, or otherwise in which any Loan Party has an interest; but excluding and (b) the remedial action, if any, required to be taken by the Agent or the Lenders in respect of any Environmental Claims or liabilities relating thereto such Release, except in such cases where and to the extent that such Environmental Claims or liabilities arise by reason of from the gross negligence or wilful misconduct of the Indemnified Party or the Indemnified Third Party claiming indemnity hereunderParties as determined by a final, non-appealable judgment of a court of competent jurisdiction. The provisions of this Section 17.5 shall survive the repayment of the ObligationsObligations of the Borrower and the termination of the Credit Agreement. Other than for costs and expenses incurred by the Indemnified Parties for investigating, defending or denying a Claim or preparing any necessary environmental assessment report or other reports in connection with any Claim (the reasonable costs thereof to be paid forthwith by the Borrower on demand therefor), the Indemnified Parties will not request indemnification from the Borrower unless an Indemnified Party is required by Law, based on the advice of such Indemnified Party’s counsel, to honour a Claim or any part thereof. During the continuation of an Event of Default, the Indemnified Parties will be entitled, but not obligated, to negotiate any settlement of a Claim in consultation with the Borrower, and any such settlement will be binding on the Parties, provided that the Borrower will not be liable for any settlement of any action without its written consent, such consent not to be unreasonably withheld. Notwithstanding the foregoing, the Borrower, at its option by notice to the Lenders, may assume carriage at any time of any proceedings giving rise to a Claim, including choice of counsel.

Environmental Indemnity. The Borrower shall indemnify hereby indemnifies and agrees to defend and hold harmless the Indemnified Parties each Indemnitee 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 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 such with respect to the Indemnified Parties Borrower, any Material Subsidiary or any of them in connection with the Credit Facility, whether as beneficiaries under the Documents, as successors in interest Subsidiary 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 a Material Subsidiary or any of its Subsidiaries their Property arising under any Environmental Laws as a result of the past, present or future operations of the Borrower or a Material Subsidiary or any Subsidiary of its Subsidiaries the Borrower or a Material Subsidiary (or any predecessor in interest to the Borrower Borrower, any Material Subsidiary or its Subsidiaries) relating to the property any Subsidiary of the Borrower or its Subsidiaries, a Material Subsidiary) or the past, present or future condition of any part of the property of the Borrower or its Subsidiaries any Property owned, operated or leased by the Borrower, a Material Subsidiary or any Subsidiary of the Borrower or its Subsidiaries a Material Subsidiary (or any such predecessor in interest). Notwithstanding the foregoing, provided there exists no subsisting Default or Event of Default: (a) the relevant Lender or the Agent, as the case may be, shall give notice to the Borrower of its claim for indemnity including the particulars of such claim before enforcing its right to indemnification; (b) such Indemnitee will not settle any liabilities arising as a result claim in respect of which they seek indemnity from the Borrower pursuant to this Section 6.6 without the Borrower’s consent, such consent not to be unreasonably withheld; and (c) such Indemnitee shall permit the Borrower to defend any such claim on condition that the Borrower has no conflict of interest with such Indemnitee in so doing, such Indemnitee is not prejudiced by the Borrower’s defence of the claim and the Borrower keeps such Indemnitee and the Agent fully apprised of the status of any indemnity covering Environmental Claims given proceedings relating 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 Obligationsclaim.

Environmental Indemnity. The Borrower shall indemnify (a) Each of the Company and the Subsidiary 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 claimsIndemnified Liabilities; provided, 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, 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 8.07(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 8.07(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 Subsidiary 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 Subsidiary 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 Guarantee Agreement, any Security Document or any agreement or instrument or transaction contemplated hereby or relating in any respect to any Indemnified Third Party claiming indemnity hereunder. Liability, and each of the Company and Subsidiary Guarantors hereby forever waives, releases and agrees not to ▇▇▇ 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 8.07 shall survive the repayment of the ObligationsBonds and all other amounts payable hereunder and the resignation and removal of the Trustee or collateral agent.

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 any of 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 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 Borrower shall indemnify hereby indemnifies and hold holds harmless the Indemnified Parties forthwith on demand by each of the Agent from and against the Lenders, including their respective directors, officers, employees and agents (collectively, the "Indemnified Parties"), for any and all claims, suits, actions, debts, damages, costs, losses, liabilitiesdamages, penalties, obligationsexpenses, judgments, chargessuits, expenses claims, awards, fines, sanctions and disbursements liabilities whatsoever (including without limitation, all reasonable legal fees and disbursements on in this Section 19.5 collectively a solicitor and his own client basis"Claim") of any nature whatsoever, suffered or incurred by the such Indemnified Parties or any of them in connection with the Credit FacilityParty, whether as beneficiaries under the Documents, as successors in interest of the Borrower or any of its Subsidiariesarising out of, or voluntary transfer in lieu respect of: (a) the Release of foreclosureany Contaminant into the Environment from or into any property, owned, operated or controlled, directly or indirectly, by any Loan Party or otherwise howsoeverin which any Loan Party has an interest; and (b) the remedial action, if any, required to be taken by the Agent or the Lenders in respect of any such Release, except 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 pastIndemnified Party, 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 cases where and to the extent that such Environmental Claims or liabilities arise by reason of from the gross negligence or wilful misconduct of such Indemnified Party. This indemnity will survive repayment or cancellation of the Indemnified Party Credit Facilities or any part thereof, including any termination of the Indemnified Third Party claiming indemnity hereunder. The other provisions of this Section shall survive Agreement. Other than for costs and expenses incurred by the repayment Indemnified Parties for investigating, defending or denying a Claim or preparing any necessary environmental assessment report or other reports in connection with any Claim (the reasonable costs thereof to be paid forthwith by the Borrower on demand therefor), the Indemnified Parties will not request indemnification from the Borrower unless an Indemnified Party is required by Law, based on the advice of such Indemnified Party's counsel, to honour a Claim or any part thereof. During the Obligationscontinuation of an Event of Default, the Indemnified Parties will be entitled, but not obligated, to negotiate any settlement of a Claim in consultation with the Borrower, and any such settlement will be binding on the Parties.

Environmental Indemnity. The Borrower shall indemnify hereby indemnifies and agrees to defend and hold harmless the Lenders and the Agent and their respective Affiliates, officers, directors, employees, agents and attorneys (in this Section, each an "Environmental Indemnified Parties Party") 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 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 Environmental 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, Facility with respect to any Environmental Claims claims relating to the any property of the Borrower or any of its or any of a Guarantor's Subsidiaries arising under any Environmental Laws as a result of the past, present or future operations of the Borrower or any of its or any of a Guarantor's Subsidiaries (or any predecessor in interest to the Borrower or any of its or any of a Guarantor's Subsidiaries) relating to the property of the Borrower or its Subsidiaries, or the past, present or future condition of any part of the any property of the Borrower or its Subsidiaries owned, operated or leased by the Borrower or by any of its or any of a Guarantor's Subsidiaries (or any such predecessor in interest). Notwithstanding the foregoing, provided there exists no subsisting Event of Default: (a) the relevant Lender or the Agent, as the case may be, shall give notice to the Borrower of its claim for indemnity including the particulars of such claim before enforcing its right to indemnification; (b) the Environmental Indemnified Parties will not settle any liabilities arising as a result claim in respect of which they seek indemnity from the Borrower pursuant to this Section 6.6 without the Borrower's consent, such consent not to be unreasonably withheld; and (c) the Environmental Indemnified Parties shall permit the Borrower to defend any such claim on condition that the Borrower has no conflict of interest with the Environmental Indemnified Parties in so doing, the Environmental Indemnified Parties are not prejudiced by the Borrower's defence of the claim and the Borrower keeps the Environmental Indemnified Parties fully apprised of the status of any indemnity covering Environmental Claims given proceedings relating 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 hereunderclaim. The provisions of this Section shall survive the repayment of the Obligations.-60- Execution Form CAL_LAW\ 1265540\5

Environmental Indemnity. The Borrower shall Company agrees to indemnify and hold harmless the Collateral Agent and each holder of the Notes, each Person claiming by, through, under or on account of any of the foregoing and the respective directors, officers, counsel and employees of each of the foregoing Persons (the “Indemnified Parties forthwith on demand by the Agent Parties”) from and against any and all losses, claims, suits, actions, debts, damages, costsliabilities and costs and expenses (herein, losses, liabilities, penalties, obligations, judgments, charges, “Claims”) incurred in connection therewith (including but not limited to reasonable attorneys’ and/or paralegals’ fees and expenses and disbursements costs incurred in connection with any investigation or monitoring of conditions or any clean-up, remedial, removal or restoration work with respect to the Collateral undertaken or required by any Governmental Authority) to which any such Indemnified Party may become subject under any Environmental Laws applicable to the Company or any Guarantor or any of the Collateral, including without limitation the treatment, storage or disposal of Hazardous Materials on any of the Collateral, or as a result of the breach or non-compliance by the Company or any Guarantor with any Environmental Laws applicable to the Company or any of the Collateral; provided that the Company shall not be required to indemnify any Indemnified Party pursuant to this Section 22.7 for any claim resulting solely from the gross negligence, willful misconduct or fraud of such Indemnified Party. The provisions of this Section 22.7 shall survive the termination of this Agreement by payment in full of all of the Notes issued hereunder, by the foreclosure by the Collateral Agent on any or all of the Collateral under the Security Documents or otherwise, and shall survive the transfer of any Note or Notes issued hereunder. - 18 - 1.19. Schedule B to the Note Purchase Agreement shall be and is hereby amended by adding, or amending and restating, the following definitions, and inserting them in the proper alphabetical order: “Asset Disposition” shall mean any Transfer except: (including a) any (1) Transfer from a Subsidiary to the Company or to a Wholly-Owned Subsidiary (other than any GLC Venture or any Project Debt Entity); (2) Transfer from the Company to a Wholly-Owned Subsidiary (other than any GLC Venture or any Project Debt Entity); and (3) Transfer from any GLC Venture or Project Debt Entity to a GLC Venture or Project Debt Entity so long as immediately before and immediately after the consummation of any such Transfer and after giving effect thereto, no Default or Event of Default would exist; (b) any Transfer made in the Ordinary Course of Business and involving only property that is either (1) inventory held for sale or (2) equipment, fixtures, supplies or materials no longer required in the operation of the business of the Company or any of its Subsidiaries or that is obsolete; and - 19 - (c) any Transfer in one lot of all of the voting Securities of TIC, directly or indirectly, owned or held by the Company to TIC pursuant to that certain Stock Purchase Agreement dated as of December 23, 1996 between the Company and TIC, as amended, supplemented, restated or otherwise modified from time to time. “Attributable Debt” shall mean, on any date, (a) in respect of any Capital Lease of the Company or any Subsidiary, the capitalized amount thereof that would appear as a liability on a balance sheet of such Person prepared as of such date in accordance with GAAP, (b) in respect of any Synthetic Lease Obligation of the Company or any Subsidiary, the capitalized amount of the remaining lease payments under the relevant lease that would appear as a liability on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a Capital Lease and (c) in respect of any Long-Term Lease relating to a Sale-and-Leaseback Transaction of the Company or any Subsidiary, the present value of all Lease Rentals required to be paid by such Person under such lease during the remaining term thereof (determined in accordance with generally accepted financial practice using a discount factor equal to the interest rate implicit in such lease if known or, if not known, of 12% per annum). “Bank Credit Agreement” shall mean that certain Amended and Restated Credit Agreement dated as of October 11, 2012 among the Company, Granite Construction Company and GILC Incorporated, as borrowers, Bank of America, as administrative agent, collateral agent thereunder, swing line lender and L/C issuer, BBVA Compass and Bank of the West, as co-syndication agents, and the other lenders party thereto, as the same may be amended, supplemented, restated, refinanced or otherwise modified from time to time, and any credit agreement or other like agreement entered into by the Company which is substantially similar to or replaces the Bank Credit Agreement. “Blocked Person” shall mean (a) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by OFAC (an “OFAC Listed Person”) or (b) a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (1) any OFAC Listed Person or (2) any Person, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program. - 20 - “Collateral” shall mean, collectively, all property of the Company, each Guarantor or any other Person in which the Collateral Agent or any other Secured Party is granted a Lien under any Security Document as security for all or any portion of the Secured Obligations, including, without limitation, all obligations of the Company hereunder and under the Notes and/or the obligations of the Guarantors under the Guaranty Agreement. Notwithstanding anything to the contrary contained herein or in any other Security Document, the Collateral shall not include any property that would otherwise constitute a general intangible to the extent that the grant of a security interest in such property is prohibited by any requirement of law of a Governmental Authority, requires a consent not obtained from any Governmental Authority pursuant to such requirement of law or is prohibited by, or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, permit, agreement, instrument or other document evidencing or giving rise to such property or, in the case of any investment property, any applicable shareholder, joint venture or similar agreement, except in each case to the extent that such requirement of law or the term in such contract, license, agreement, instrument or other document or shareholder, joint venture or similar agreement providing for such prohibition, breach, default or termination or requiring such consent is ineffective under applicable law; provided that this exclusion shall not apply to capital stock in Joint Ventures or Subsidiaries acquired or created after the Second Amendment Effective Date unless, after reasonable legal fees best efforts, the Company or the relevant Guarantor is unable either to avoid the conditions set forth in this exclusion or to obtain consents, waivers or approvals thereof. “Collateral Agent” shall mean Bank of America, N.A. in its capacity as collateral agent under the Intercreditor Agreement and disbursements the Security Documents, and its successor and assigns in that capacity. “Collateral Release Date” shall mean the date on which the Collateral has been released pursuant to Section 9.6(f). “Collateral Release Period” shall mean any period of time during which the Collateral Agent is not required to have a Lien (other than set off rights) on any Collateral pursuant to the Security Documents. “Collateral Re-Pledge Date” shall mean the date on which the Company and the Guarantors are required to pledge and grant Liens on the Collateral pursuant to Section 9.6(f). “Consolidated Cash Taxes” shall mean, for any Subject Period, for the Company and its Subsidiaries on a solicitor consolidated basis (excluding, however, any Project Debt Entity), the aggregate of all taxes actually paid by such Persons in cash during such period. - 21 - “Consolidated EBITDA” shall mean, for any Subject Period, for the Company and his own client its Subsidiaries on a consolidated basis (excluding, however, any Project Debt Entity), an amount equal to Consolidated Net Income for such period plus Consolidated Cash Taxes for such period and the following to the extent deducted in calculating such Consolidated Net Income: (a) Consolidated Interest Expense for such period, (b) depreciation and amortization expense for such period, and (c) any non-cash charges for such period (excluding any such non-cash charges that represent the accrual of, or reserve for, anticipated cash charges in any future period); provided that all components of Consolidated EBITDA for such period shall include or exclude, as the case may be, without duplication, such components of Consolidated EBITDA attributable to any Investment other than Construction JV Investments arising in the Ordinary Course of Business consummated during such period or any business or assets that have been Transferred after the first day of such period and prior to the end of such period, in each case as determined on a pro forma basis, in accordance with Regulation S-X promulgated by the SEC. “Consolidated Fixed Charge Coverage Ratio” shall mean, as of any date of determination, the ratio of (a) Consolidated EBITDA, measured for the Subject Period ending on such date, to (b) Consolidated Fixed Charges, measured for the Subject Period ending on such date. “Consolidated Fixed Charges” shall mean, for any Subject Period, for the Company and its Subsidiaries on a consolidated basis, the sum of (a) Consolidated Interest Expenses paid in cash, plus (b) the aggregate amount of Federal, state, local and foreign taxes paid in cash, plus (c) the aggregate principal amount of all regularly scheduled principal payments of Consolidated Funded Indebtedness (for the avoidance of doubt, excluding all payments in respect of revolving Debt and prepayments in respect of all Debt), plus (d) the lesser amount of (1) the aggregate amount of all capital expenditures and (2) $37,500,000, plus (e) the aggregate amount of all Restricted Payments made in cash. “Consolidated Funded Indebtedness” shall mean, as of any date of determination, for the Company and its Subsidiaries on a consolidated basis, the sum of (a) the outstanding principal amount of all obligations, whether current or long-term, for borrowed money (including the Notes) and all obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments, with or without recourse, but not including Project Debt, plus (b) Attributable Debt (excluding Attributable Debt of the type described in clause (c) of any nature whatsoeverthe definition thereof and Project Debt), suffered or incurred by plus (c) without duplication, all Guaranties with respect to Debt of the Indemnified Parties types specified in clauses (a) and (b) above of Persons other than the Company or any Subsidiary. - 22 - “Consolidated Interest Coverage Ratio” shall mean, as of them any date of determination, the ratio of (a) Consolidated EBITDA, measured for the Subject Period ending on such date, to (b) Consolidated Interest Expense, measured for the Subject Period ending on such date. “Consolidated Interest Expense” shall mean, for any Subject Period, for the Company and its Subsidiaries on a consolidated basis, the sum of (a) all interest, premium payments, fees, charges and related expenses of the Company and its Subsidiaries in connection with borrowed money (including capitalized interest) or in connection with the Credit Facilitydeferred purchase price of assets, whether in each case to the extent treated as beneficiaries interest in accordance with GAAP, plus (b) the portion of rent expense of the Company and its Subsidiaries with respect to such period under Capital Leases that is treated as interest in accordance with GAAP and the Documentsportion of Synthetic Lease Obligations payable by the Company and its Subsidiaries with respect to such period that would be treated as interest in accordance with GAAP if such lease were treated as a capital lease under GAAP; excluding for purposes of clause (a) and (b) hereof, such amounts in respect of Project Debt. “Consolidated Leverage Ratio” shall mean, as successors in interest of any date of determination, the ratio of (a) Consolidated Funded Indebtedness as of such date to (b) Consolidated EBITDA, measured for the Subject Period ending on or most recently ended prior to such date. “Consolidated Net Income” shall mean, for any Subject Period, for the Company and its Subsidiaries on a consolidated basis, the net income of the Borrower Company and its Subsidiaries from continuing operations, excluding extraordinary items and excluding gains and losses from Transfers for that period; not including, however, net income in respect of or attributable to any Project Debt Entity unless and until such net income has been received by the Company or a Subsidiary (other than a Project Debt Entity) in the form of dividends or similar distributions. “Consolidated Stockholders’ Equity” shall mean, as of any date of determination for the Company and its Subsidiaries (excluding Project Debt Entities) on a consolidated basis, stockholders’ equity as of that date, determined in accordance with GAAP. “Consolidated Tangible Net Worth” shall mean, as of any date of determination, the amount equal to Consolidated Stockholders’ Equity on that date minus the Intangible Assets of the Company and its Subsidiaries (excluding Project Debt Entities) (determined on a consolidated basis in accordance with GAAP) on that date. - 23 - “Construction JV” shall mean any Joint Venture entered into by the Company or any of its Subsidiaries, or voluntary transfer in lieu of foreclosure, or otherwise howsoeverinitially, with respect any one or more other Persons in the Ordinary Course of Business solely for purposes of undertaking or completing a construction project; provided that a Construction JV shall not be deemed to cease being a Construction JV after the withdrawal or buy-out of such other Person(s) from the Joint Venture or the purchase, acquisition or redemption of such other Person’s interest in such Joint Venture. “Construction JV Investments” shall mean Investments in any Environmental Claims relating Construction JV arising upon any initial capital contribution to or subsequent capital contribution in such Construction JV, and participated in ratably by all then existing co-joint venturers having an interest in such Construction JV, solely for purposes of undertaking or completing a construction project and Investments arising in connection with the property purchase, acquisition, redemption or buy-out of another co-joint venturer’s interest in such Construction JV; provided Construction JV Investments shall not include the incurrence, directly or indirectly, of any Guaranty by the Company or any of its Subsidiaries. “Contingent Acquisition Obligation” shall mean those contingent obligations (including, without limitation, purchase price adjustments, indemnification obligations and “earnouts”) of the Borrower Company or any of its Subsidiaries incurred in favor of a seller (or other third party entitled thereto) under or with respect to any acquisition or Investment. “Controlled Entity” shall mean any of the Subsidiaries of Company and any of their respective Controlled Affiliates. As used in this definition, “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. “Debt” shall mean, as to any Person at a particular time, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP: (a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments; (b) all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), reimbursement agreements, bankers’ acceptances, bank guaranties, surety bonds and similar instruments (in each case, whether or not such obligations are contingent or absolute); provided that the amount of any Environmental Laws as a result of the past, present or future operations of the Borrower or any of its Subsidiaries such contingent obligation permitted under this clause (or any predecessor in interest b) shall be deemed to be equal to the Borrower or its Subsidiariesmaximum reasonably anticipated liability in respect thereof; - 24 - (c) 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.n

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 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 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 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 (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 claimsIndemnified Liabilities; provided, 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, 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 10.07(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 10.07(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, the Indenture or any other Note Document or any agreement or instrument or transaction contemplated hereby or relating in any respect to any Indemnified Third Party claiming indemnity hereunder. Liability, and each of the Company and Guarantors hereby forever waives, releases and agrees not to ▇▇▇ 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 10.07 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. (a) Producer’s Environmental Indemnity. The Borrower Producer shall indemnify indemnify, release, defend and hold the Magnolia Owners harmless the Indemnified Parties forthwith on demand by the Agent from and against all the clean-up responses, costs of remediation, control, assessment or compliance, and any and all claims, suits, actions, debts, damages, costs, losses, liabilities, civil fines or penalties, obligationsfor the following occurrences, judgments, charges, expenses events and disbursements activities on or related to the Satellite Production System and the operations conducted by the Producer while on the Magnolia TLP (including without limitationthe design, procurement, fabrication, transportation, installation, hook-up, interconnection, start-up and commissioning of the Receiving Facilities, but excluding all reasonable legal fees and disbursements on a solicitor and his own client basisactivities with respect to the Receiving Facilities thereafter), regardless of whether arising from any sole or concurrent acts or omissions of Magnolia Owners or the condition of the Magnolia TLP: (1) Environmental pollution or contamination including pollution or contamination of the soil, sea, groundwater or air by hydrocarbons, brine, NORM, or otherwise, emanating from the Satellite Production System upstream of the Entry Point; (2) The Producer’s waste disposal onsite or offsite of any nature whatsoeverhazardous substances, suffered wastes, materials and products generated by or incurred by the Indemnified Parties or any of them used in connection with the Credit Facility, whether as beneficiaries under the Documents, as successors in interest ownership or operation 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 Satellite Production System; and (3) Any of the Borrower Producer’s failure to comply with applicable land use, surface disturbance, licensing or notification requirements; provided, however, the preceding Producer’s environmental indemnity obligations exclude and do not include: (i) Any civil or criminal fines or penalties that may be levied against the Magnolia Owners or the Producer by any court or regulatory authority for any violation of its Subsidiaries arising under any Environmental Laws as a result in connection with the ownership or operation of the pastMagnolia TLP by the Magnolia Owners, present or future operations all of which shall remain the responsibility of the Borrower Magnolia Owners; or (ii) Transportation and disposal offsite from the Magnolia TLP by the Magnolia Owners of any hazardous substances, wastes, NORM, materials and products generated by or any of its Subsidiaries (used in connection with the ownership or any predecessor in interest to the Borrower or its Subsidiaries) relating to the property operation of the Borrower or its SubsidiariesMagnolia TLP by the Magnolia Owners, or all of which shall remain the past, present or future condition of any part responsibility of the property of the Borrower or its Subsidiaries owned, operated or leased by the Borrower or its Subsidiaries Magnolia Owners. (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 b) 11 ******************************************************************************************** ******************************************************************************************** ******************************************************************************************** ******************************************************************************************** ******************************************************************************************** ******************************************************************************************** ******************************************************************************************** ******************************************************************************************** ******************************************************************************************** ******************************************************************************************** ******************************************************************************************** ******************************************************************************************** ******************************************************************************************** ******************************************************************************************** ******************************************************************************************** ******************************************************************************************** ******************************************************************************************** ******************************************************************************************** ******************************************************************************************** ******************************************************************************************** ******************************************************************************************** ******************************************************************************************** ******************************************************************************************** ******************************************************************************************** ******************************************************************************************** ******************************************************************************************** ******************************************************************************************** ******************************************************************************************** ******************************************************************************************** ******************************************************************************************** ******************************************************************************************** ******************************************************************************************** 11 CONFIDENTIAL TREATMENT HAS BEEN REQUESTED BY C▇▇▇▇▇ PETROLEUM COMPANY FOR CERTAIN PORTIONS OF THIS DOCUMENT. CONFIDENTIAL PORTIONS HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS AGREEMENT WITH “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 (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 hereunder. Liability, and each of the Company and Guarantors hereby forever waives, releases and agrees not to sue 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 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. Notwithstanding the foregoing provisions of this Article but subject to the Seller's representations and warranties in Clause 7.1, and pursuant to Paragraph 7.3, the Purchaser acknowledges that with respect to the environmental condition of the Assets, it is acquiring the Assets on an "as is" basis. The Borrower shall Purchaser acknowledges that it is familiar with the condition of the Assets, including the past and present use of the Lands and the Tangibles, that the Seller has provided the Purchaser with a reasonable opportunity to inspect the Assets at the sole cost, risk and expense of the Purchaser (insofar as the Seller could reasonably provide access) and that the Purchaser is not relying upon any representation or warranty of the Seller as to the condition, environmental or otherwise, of the Assets. Provided that Closing has occurred, the Purchaser further agrees that it shall: (a) be solely liable and responsible for any and all losses, costs, damages and expenses which the Seller may suffer, sustain, pay or incur; and (b) indemnify and hold save the Seller and its directors, officers, servants, agents, consultants and employees harmless the Indemnified Parties forthwith on demand by the Agent from and against any and all claims, suitsliabilities, actions, debtsproceedings, damagesdemands, losses, costs, lossesdamages and expenses whatsoever which may be brought against or suffered by the Seller, liabilitiesits directors, penaltiesofficers, obligationsservants, judgmentsagents, chargesconsultants or employees or which they may sustain, expenses and disbursements (including pay or incur; as a direct result of any matter of thing arising out of, resulting from, attributable to or connected with any Environmental Liabilities pertaining to the Assets, regardless of the date from which they may have accrued. Once Closing has occurred, the Purchaser shall be solely responsible for all Environmental Liabilities respecting the Lands, including, without limitation, the abandonment of 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 reclamation of the Borrower or surface lands pertaining to the Lands, and the Purchaser hereby releases the Seller from any of its Subsidiaries, or voluntary transfer in lieu of foreclosure, or otherwise howsoever, claims the Purchaser may have against the Seller with respect to all such liabilities and responsibilities. Notwithstanding the foregoing, however, the assumption of liability, indemnification and release provided for in this Clause shall not apply to any Environmental Claims relating Liabilities that would have been disclosed to the property Purchaser prior to Closing but for a breach of any of the Borrower Seller's representations and warranties in Clause 7.1 and nothing in this Clause shall operate either to limit any representation 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 warranty made by the Borrower Seller pursuant to Clause 7.1 or its Subsidiaries (to affect the Purchaser's right to make a claim against the Seller for the breach of such a representation 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 Obligationswarranty.

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 (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 claimsIndemnified Liabilities; provided, 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, 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 hereunder. Liability, and each of the Company and Guarantors hereby forever waives, releases and agrees not to ▇▇▇ 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.

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 shall indemnify hereby indemnifies and hold holds harmless the Indemnified Parties forthwith on demand by each of 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)Lenders, 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 receivertheir respective directors, receiver-manager or similar person appointed hereunder or under applicable law officers, employees and agents (collectively, the “Indemnified Third PartyParties”), for any costs, losses, damages, expenses, judgments, suits, claims, awards, fines, sanctions and liabilities whatsoever (including any reasonable costs or expenses of defending or denying the same and including the reasonable costs or expenses of preparing any environmental assessment report or other such reports) (in this Section 17.5 collectively a “Claim”) suffered or incurred by an Indemnified Party, arising out of, or in respect of: (a) the Release of any Contaminant into the Environment from or into any property, owned, operated or controlled, directly or indirectly, by any Loan Party, or otherwise in which any Loan Party has an interest; but excluding and (b) the remedial action, if any, required to be taken by the Agent or the Lenders in respect of any Environmental Claims or liabilities relating thereto such Release, except in such cases where and to the extent that such Environmental Claims or liabilities arise by reason of from the gross negligence or wilful misconduct of the Indemnified Party or the Indemnified Third Party claiming indemnity hereunderParties as determined by a final, non-appealable judgment of a court of competent jurisdiction. The provisions of this Section 17.5 shall survive the repayment of the ObligationsObligations of the Borrower and the termination of the Credit Agreement. Other than for costs and expenses incurred by the Indemnified Parties for investigating, defending or denying a 54411012.5 - 174 - Claim or preparing any necessary environmental assessment report or other reports in connection with any Claim (the reasonable costs thereof to be paid forthwith by the Borrower on demand 54411012.5 - 175 - therefor), the Indemnified Parties will not request indemnification from the Borrower unless an Indemnified Party is required by Law, based on the advice of such Indemnified Party’s counsel, to honour a Claim or any part thereof. During the continuation of an Event of Default, the Indemnified Parties will be entitled, but not obligated, to negotiate any settlement of a Claim in consultation with the Borrower, and any such settlement will be binding on the Parties, provided that the Borrower will not be liable for any settlement of any action without its written consent, such consent not to be unreasonably withheld. Notwithstanding the foregoing, the Borrower, at its option by notice to the Lenders, may assume carriage at any time of any proceedings giving rise to a Claim, including choice of counsel.

Environmental Indemnity. The Borrower shall indemnify hereby indemnifies and agrees to defend and hold harmless the Lenders and the Agent and their respective Affiliates, officers, directors, employees, agents and attorneys (in this Section, each an "Environmental Indemnified Parties Party") 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 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 Environmental 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, Facilities with respect to any Environmental Claims claims relating to the any property of the Borrower or any of its Subsidiaries or any of the Guarantors arising under any Environmental Laws as a result of the past, present or future operations of the Borrower or of any of its Subsidiaries Guarantor (or any predecessor in interest to the Borrower or its Subsidiariesof any Guarantor) relating to the property of the Borrower or its Subsidiaries, or the past, present or future condition of any part of the any property of the Borrower or its Subsidiaries owned, operated or leased by the Borrower or its Subsidiaries by any Guarantor (or any such predecessor in interest). Notwithstanding the foregoing, provided there exists no subsisting Event of Default: (a) the relevant Lender or the Agent, as the case may be, shall give notice to the Borrower of its claim for indemnity including the particulars of such claim before enforcing its right to indemnification; (b) the Environmental Indemnified Parties will not settle any liabilities arising as a result claim in respect of which they seek indemnity from the Borrower pursuant to this Section 6.6 without the Borrower's consent, such consent not to be unreasonably withheld; and (c) the Environmental Indemnified Parties shall permit the Borrower to defend any such claim on condition that the Borrower has no conflict of interest with the Environmental Indemnified Parties in so doing, the Environmental Indemnified Parties are not prejudiced by the Borrower's defence of the claim and the Borrower keeps the Environmental Indemnified Parties fully apprised of the status of any indemnity covering Environmental Claims given proceedings relating 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 Obligationsclaim.

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 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 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 shall indemnify hereby indemnifies and agrees to defend and hold harmless the Indemnified Parties each Indemnitee 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 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 such with respect to the Indemnified Parties Borrower, any Material Subsidiary or any of them in connection with the Credit Facility, whether as beneficiaries under the Documents, as successors in interest Subsidiary 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 a Material Subsidiary or any of its Subsidiaries their Property arising under any Environmental Laws as a result of the past, present or future operations of the Borrower or a Material Subsidiary or any Subsidiary of its Subsidiaries the Borrower or a Material Subsidiary (or any predecessor in interest to the Borrower Borrower, any Material Subsidiary or its Subsidiaries) relating to the property any Subsidiary of the Borrower or its Subsidiaries, a Material Subsidiary) or the past, present or future condition of any part of the property of the Borrower or its Subsidiaries any Property owned, operated or leased by the Borrower, a Material Subsidiary or any Subsidiary of the Borrower or its Subsidiaries a Material Subsidiary (or any such predecessor in interest). Notwithstanding the foregoing, provided there exists no subsisting Default or Event of Default: (a) the relevant Lender or the Agent, as the case may be, shall give notice to the Borrower of its claim for indemnity including the particulars of such claim before enforcing its right to indemnification; (b) such Indemnitee will not settle any liabilities arising as a result claim in respect of which they seek indemnity from the Borrower pursuant to this Section 7.6 without the Borrower’s consent, such consent not to be unreasonably withheld; and (c) such Indemnitee shall permit the Borrower to defend any such claim on condition that the Borrower has no conflict of interest with such Indemnitee in so doing, such Indemnitee is not prejudiced by the Borrower’s defence of the claim and the Borrower keeps such Indemnitee and the Agent fully apprised of the status of any indemnity covering Environmental Claims given proceedings relating 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 Obligationsclaim.

Environmental Indemnity. a) The Borrower shall Tenant will indemnify and hold save harmless the Indemnified Parties forthwith on demand by the Agent Landlord, its officers, directors, employees, agents and shareholders from and against any and all losses, claims, suits, actions, debts, damages, costs, lossesexpenses, damages and liabilities, penalties, obligations, judgments, charges, expenses and disbursements (including without limitation, all reasonable legal costs of defending or denying the same, and all reasonable costs of investigation, monitoring, remedial response, removal, restoration or permit acquisition and including all reasonable solicitor’s fees and disbursements (on a solicitor and his own client basis) of and disbursements in connection therewith which at any nature whatsoever, suffered time may be paid or incurred by or claimed against the Indemnified Parties Landlord, its officers, directors, employees, agents and shareholders arising, directly or indirectly, out of: (a) a breach by the Tenant, or those for whom it is in law responsible, of any of them the covenants contained in connection section 19 of this Lease; (b) the non-compliance by the Tenant or those for whom it is responsible in law with any Environmental Law; (c) any reasonable action taken by 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, Landlord with respect to the non-compliance by the Tenant or those for whom it is responsible in law with any Environmental Claims relating Law; or (d) any reasonable action taken by the Landlord in compliance with any Notice of any governmental authority due to the property of non-compliance by the Borrower Tenant or any of its Subsidiaries arising under those for whom it is responsible in law with any Environmental Laws as a result Law, and such indemnity will survive the termination or expiration of the past, present or future operations of the Borrower or any of its Subsidiaries (or any predecessor this Lease notwithstanding anything in interest this Lease to the Borrower contrary. b) The Landlord will indemnify and save harmless the Tenant, its officers, directors, employees, agents and shareholders from and against any and all losses, claims, costs, expenses, damages and liabilities, including all reasonable costs of defending or denying the same, and all reasonable costs of investigation, monitoring, remedial response, removal, restoration or permit acquisition and including all reasonable solicitor’s fees (on a solicitor and own client basis) and disbursements in connection therewith which at any time may be paid or incurred by or claimed against the Tenant, its Subsidiaries) relating officers, directors, employees, agents and shareholders arising, directly or indirectly prior to the property of Tenant occupying the Borrower or its Subsidiariespremise, or the past, present or future condition out of any part Hazardous Substances or Environmental Laws, other than those for which the Tenant must indemnify the Landlord as set out in Section 19.9.1, and such indemnity will survive the termination or expiration of the property of the Borrower or its Subsidiaries ownedthis Lease, operated or leased by the Borrower or its Subsidiaries (or any such predecessor notwithstanding anything 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 this Lease 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 Obligationscontrary.

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 hereunder. Liability, and each of the Company and Guarantors hereby forever waives, releases and agrees not to ▇▇▇ 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 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.