Common use of Coal, Oil, Gas and Other Minerals Clause in Contracts

Coal, Oil, Gas and Other Minerals. The Landholders shall not hold and shall not permit any other Person to hold for any Landholder’s benefit or as any Landholder’s agent, whether directly or indirectly, any permit or license which permits the exploration, extraction, mining, processing, production, storage, transportation or handling of any coal, oil, gas or any other mineral (collectively, “Mineral Activity”) with respect to the Timberlands. (i) Except as permitted hereby, no Landholder shall undertake or operate or cause or permit to be undertaken or operated for its benefit or by its agent, or under any lease of the Real Property, whether directly or indirectly, any Mineral Activity. (ii) Any Mineral Activity on the Timberland, with respect to minerals owned by any Landholder, if any, shall be carried out by third party (not Affiliates of any Loan Party or any Subsidiary of any Loan Party) tenants under bona fide leases (collectively, “Mineral Leases”) which, to the extent not in existence on the date of this Agreement, shall be in form and substance reasonably acceptable to the Administrative Agent and shall contain covenants by the tenant to comply with all Laws, including without limitation, Environmental Laws, and an agreement by the tenant to indemnify, defend and hold harmless the applicable Loan Parties and Subsidiaries of any Loan Party, the Administrative Agent and the Lenders and their respective successors and assigns against any loss, claims or damage, including legal fees, arising from any breach of its Mineral Lease or liability arising from such tenant’s activity or presence on the Timberland (including as a result of a violation of any Environmental Laws). (iii) Each Landholder shall (A) reasonably inspect and monitor the activities of all tenants under the Mineral Leases, if any, to assure compliance in all material respects with the terms and conditions of the Mineral Leases, (B) enforce the material terms and conditions of the Mineral Leases and cause the tenants thereunder to comply with all material terms and conditions of the Mineral Leases and (C) assure that all Mineral Activity complies in all material respects with all Environmental Laws in the manner set forth in Section 7.1.

Coal, Oil, Gas and Other Minerals. The Landholders Wxxxx Timberland shall not hold and shall not permit any other Person to hold for any LandholderWxxxx Timberland’s benefit or as any LandholderWxxxx Timberland’s agent, whether directly or indirectly, any permit or license which permits the exploration, extraction, mining, processing, production, storage, transportation or handling of any coal, oil, gas or any other mineral (collectively, “Mineral Activity”) with respect to the Timberlands. (i) Except as permitted hereby, no Landholder Wxxxx Timberland shall not undertake or operate or cause or permit to be undertaken or operated for its benefit or by its agent, or under any lease of the Real Property, whether directly or indirectly, any Mineral Activity. (ii) Any Mineral Activity on the Timberland, with respect to minerals owned by any LandholderWxxxx Timberland, if any, shall be carried out by third party (not Affiliates of any Loan Party Borrower or any Subsidiary of any other Loan Party) tenants under bona fide leases (collectively, “Mineral Leases”) which, to the extent not in existence on the date of this Agreement, shall be in form and substance reasonably acceptable to the Administrative Agent and shall contain covenants by the tenant to comply with all applicable Laws, including without limitation, Environmental Laws, and an agreement by the tenant to indemnify, defend and hold harmless the applicable Loan Parties and Subsidiaries of any Loan PartyBorrowers, the Administrative Agent and the Lenders and their respective successors and assigns against any loss, claims or damage, including legal fees, arising from any breach of its Mineral Lease or liability arising from such tenant’s activity or presence on the Timberland (including as a result of a violation of any Environmental Laws). (iii) Each Landholder Wxxxx Timberland shall (A) reasonably inspect and monitor the activities of all tenants under the Mineral Leases, if any, to assure compliance in all material respects with the terms and conditions of the Mineral Leases, (B) enforce the material terms and conditions of the Mineral Leases and cause the tenants thereunder to comply with all material terms and conditions of the Mineral Leases and (C) assure that all Mineral Activity complies in all material respects with all Environmental Laws in the manner set forth in Section 7.17.1.6. Wxxxx Timberland shall furnish to the Administrative Agent, promptly following a request therefor, copies of its records with regard to the compliance by tenants with all material terms and conditions of the Mineral Leases. (iv) Any Mineral Activity on the Timberlands permitted hereunder shall not be undertaken or permitted by Wxxxx Timberland, except in such manner that none of the Administrative Agent or the Lenders shall be liable in any event for any of such activities under applicable Environmental Laws, including claims based upon the existence of any Hazardous Material, non-hazardous wastes, discoloration or degradation of any water or streams, interference with the bed of any stream or the natural flow thereof, reclamation or revegetation. Wxxxx Timberland shall assure that all reclamation and revegetation of the Timberland that is conducted as a result of any Mineral Lease be timely completed in accordance with applicable Environmental Laws, other Laws and applicable Best Management Practices. (v) Without limiting Section 7.1.6, in connection with the Mineral Activity, the Borrowers shall, to the extent required by applicable Environmental Laws, clean up, or cause to be cleaned up, any Hazardous Material or nonhazardous waste materials held, released, spilled, abandoned or placed upon the Timberland or released into the environment by Wxxxx Timberland, any lessees, contractors, subcontractors, suppliers, employees, agents, or by anyone for whom Wxxxx Timberland or any lessees are responsible, at its own expense. (vi) Wxxxx Timberland shall use commercially reasonable efforts (A) to cause all Mineral Activity to be conducted with due regard for the present and future value of both the Timberland as Timber producing coal mining and oil and gas properties, particularly with respect to the support of overlying coal seams and prevention of slips, slides, squeezes and other distortions of said seams; (B) all Mineral Activity be conducted in material compliance with all Environmental Laws and other Laws; (C) to require that any Mineral Activity complies with all material conditions, covenants and limitations contained in any of the instruments under which Wxxxx Timberland holds title to the Timberland or where Wxxxx Timberland owns minerals without ownership of the surface overlying said minerals; and (D) to cause its tenants to obtain rights from the then surface owners with respect to such Mineral Activities. (vii) The Administrative Agent shall have the right (subject to the proviso of the last sentence of clause (d) of Section 7.1.5), but not the duty, at any and all reasonable times to enter upon the Timberland for the purposes of inspecting the Mineral Activities being conducted thereon, including the financial records, royalty summaries, mining reports, weighing devices and maps related thereto. Wxxxx Timberland shall keep, or use commercially reasonable efforts to cause its tenants to keep, adequate and accurate records of all depths of mining and drilling, maps of the locations of all Mineral Activities, both above and below ground, quantities of minerals extracted and amounts shipped, and all payments payable and received with respect to all minerals and Mineral Leases. Wxxxx Timberland agrees that it will promptly furnish the Administrative Agent, without cost to the Administrative Agent, the results of all core drilling and other exploratory openings and tests made for coal, oil, gas or other minerals upon the Timberland, including the results of any analytical test made to determine the quality, type or characteristics thereof, upon request. (viii) Without limiting Section 11.4, the Borrowers shall indemnify and hold harmless the Administrative Agent and the Lenders and their respective officers, directors and employees and their respective successors, from and against all fines, penalties, actions, suits, legal proceedings and all costs and expenses associated therewith (including legal fees) arising out of or in any way connected with any failure of any Borrower to perform its obligations under this Section.

Coal, Oil, Gas and Other Minerals. The Landholders Xxxxx Timberland shall not hold and shall not permit any other Person to hold for any LandholderXxxxx Timberland’s benefit or as any LandholderXxxxx Timberland’s agent, whether directly or indirectly, any permit or license which permits the exploration, extraction, mining, processing, production, storage, transportation or handling of any coal, oil, gas or any other mineral (collectively, “Mineral Activity”) with respect to the Timberlands. (i) Except as permitted hereby, no Landholder Xxxxx Timberland shall not undertake or operate or cause or permit to be undertaken or operated for its benefit or by its agent, or under any lease of the Real Property, whether directly or indirectly, any Mineral Activity. (ii) Any Mineral Activity on the Timberland, with respect to minerals owned by any LandholderXxxxx Timberland, if any, shall be carried out by third party (not Affiliates of any Loan Party either of the Borrowers or any Subsidiary of any other Loan Party) tenants under bona fide leases (collectively, “Mineral Leases”) which, to the extent not in existence on the date of this Agreement, shall be in form and substance reasonably acceptable to the Administrative Agent and shall contain covenants by the tenant to comply with all Laws, including without limitation, Environmental Laws, and an agreement by the tenant to indemnify, defend and hold harmless the applicable Loan Parties and Subsidiaries of any Loan PartyBorrowers, the Administrative Agent and the Lenders and their respective successors and assigns against any loss, claims or damage, including legal fees, arising from any breach of its Mineral Lease or liability arising from such tenant’s activity or presence on the Timberland (including as a result of a violation of any Environmental Laws). (iii) Each Landholder Xxxxx Timberland shall (A) reasonably inspect and monitor the activities of all tenants under the Mineral Leases, if any, to assure compliance in all material respects with the terms and conditions of the Mineral Leases, (B) enforce the material terms and conditions of the Mineral Leases and cause the tenants thereunder to comply with all material terms and conditions of the Mineral Leases and (C) assure that all Mineral Activity complies in all material respects with all Environmental Laws in the manner set forth in Section 7.17.1.6. Xxxxx Timberland shall furnish to the Administrative Agent, promptly following a request therefor, copies of its records with regard to the compliance by tenants with all material terms and conditions of the Mineral Leases. (iv) Any Mineral Activity on the Timberlands permitted hereunder shall not be undertaken or permitted by Xxxxx Timberland, except in such manner that none of the Administrative Agent or the Lenders shall be liable in any event for any of such activities under applicable Environmental Laws, including claims based upon the existence of any Hazardous Material, non-hazardous wastes, discoloration or degradation of any water or streams, interference with the bed of any stream or the natural flow thereof, reclamation or revegetation. Xxxxx Timberland shall assure that all reclamation and revegetation of the Timberland that is conducted as a result of any Mineral Lease be timely completed in accordance with applicable Environmental Laws, other Laws and applicable Best Management Practices. (v) Without limiting Section 7.1.6, in connection with the Mineral Activity, the Borrowers and the other Loan Parties shall, to the extent required by applicable Environmental Laws, clean up, or cause to be cleaned up, any Hazardous Material or nonhazardous waste materials held, released, spilled, abandoned or placed upon the Timberland or released into the environment by Xxxxx Timberland, any lessees, contractors, subcontractors, suppliers, employees, agents, or by anyone for whom Xxxxx Timberland or any lessees are responsible, at its own expense. (vi) Xxxxx Timberland shall use commercially reasonable efforts (A) to cause all Mineral Activity to be conducted with due regard for the present and future value of both the Timberland as Timber producing coal mining and oil and gas properties, particularly with respect to the support of overlying coal seams and prevention of slips, slides, squeezes and other distortions of said seams; (B) all Mineral Activity be conducted in material compliance with all Environmental Laws and other Laws; (C) to require that any Mineral Activity complies with all material conditions, 8 covenants and limitations contained in any of the instruments under which Xxxxx Timberland holds title to the Timberland or where Xxxxx Timberland owns minerals without ownership of the surface overlying said minerals; and (D) to cause its tenants to obtain rights from the then surface owners with respect to such Mineral Activities. (vii) The Administrative Agent shall have the right (subject to the proviso of the last sentence of clause (d) of Section 7.1.5), but not the duty, at any and all reasonable times to enter upon the Timberland for the purposes of inspecting the Mineral Activities being conducted thereon, including the financial records, royalty summaries, mining reports, weighing devices and maps related thereto. Xxxxx Timberland shall keep, or use commercially reasonable efforts to cause its tenants to keep, adequate and accurate records of all depths of mining and drilling, maps of the locations of all Mineral Activities, both above and below ground, quantities of minerals extracted and amounts shipped, and all payments payable and received with respect to all minerals and Mineral Leases. Xxxxx Timberland agrees that it will promptly furnish the Administrative Agent, without cost to the Administrative Agent, the results of all core drilling and other exploratory openings and tests made for coal, oil, gas or other minerals upon the Timberland, including the results of any analytical test made to determine the quality, type or characteristics thereof, upon request. (viii) Without limiting Section 11.4, the Borrowers shall indemnify and hold harmless the Administrative Agent and the Lenders and their respective officers, directors and employees and their respective successors, from and against all fines, penalties, actions, suits, legal proceedings and all costs and expenses associated therewith (including legal fees) arising out of or in any way connected with any failure of either Borrower to perform its obligations under this Section.

Coal, Oil, Gas and Other Minerals. The Landholders shall not hold and shall not permit any other Person to hold for any Landholder’s benefit or as any Landholder’s agent, whether directly or indirectly, any permit or license which permits the exploration, extraction, mining, processing, production, storage, transportation or handling of any coal, oil, gas or any other mineral (collectively, “Mineral Activity”) with respect to the Timberlands. (i) Except as permitted hereby, no Landholder shall undertake or operate or cause or permit to be undertaken or operated for its benefit or by its agent, or under any lease of the Real Property, whether directly or indirectly, any Mineral Activity. (ii) Any Mineral Activity on the Timberland, with respect to minerals owned by any Landholder, if any, shall be carried out by third party (not Affiliates of any Loan Party either of the Borrowers or any Subsidiary of any other Loan Party) tenants under bona fide leases (collectively, “Mineral Leases”) which, to the extent not in existence on the date of this Agreement, shall be in form and substance reasonably acceptable to the Administrative Agent and shall contain covenants by the tenant to comply with all Laws, including without limitation, Environmental Laws, and an agreement by the tenant to indemnify, defend and hold harmless the applicable Borrowers and the other Loan Parties and Subsidiaries of any Loan PartyParties, the Administrative Agent and the Lenders and their respective successors and assigns against any loss, claims or damage, including legal fees, arising from any breach of its Mineral Lease or liability arising from such tenant’s activity or presence on the Timberland (including as a result of a violation of any Environmental Laws). (iii) Each Landholder shall (A) reasonably inspect and monitor the activities of all tenants under the Mineral Leases, if any, to assure compliance in all material respects with the terms and conditions of the Mineral Leases, (B) enforce the material terms and conditions of the Mineral Leases and cause the tenants thereunder to comply with all material terms and conditions of the Mineral Leases and (C) assure that all Mineral Activity complies in all material respects with all Environmental Laws in the manner set forth in Section 7.1.

Coal, Oil, Gas and Other Minerals. The Landholders shall not hold and shall not permit any other Person to hold for any Landholder’s benefit or as any Landholder’s agent, whether directly or indirectly, any permit or license which permits the exploration, extraction, mining, processing, production, storage, transportation or handling of any coal, oil, gas or any other mineral (collectively, “Mineral Activity”) with respect to the Timberlands. (iA) Except as permitted hereby, no Landholder shall undertake or operate or cause or permit to be undertaken or operated for its benefit or by its agent, or under any lease of the Real Property, whether directly or indirectly, any Mineral Activity. (iiB) Any Mineral Activity on the Timberland, with respect to minerals owned by any Landholder, if any, Timberland shall be carried out by third party (not Affiliates of any Loan Party or any Subsidiary of any Loan Party) tenants or counterparties under bona fide leases leases, surface agreements or other agreements (collectively, “Mineral LeasesAgreements”) which, to the extent not in existence on prior to the date of this Agreementthe acquisition of the applicable Timberlands (and not entered into in contemplation of such acquisition), shall be in form and substance reasonably acceptable to the Administrative Agent and shall contain covenants by the tenant or counterparty to comply with all LawsLaw, including including, without limitation, Environmental Laws, and an agreement by the tenant or counterparty to indemnify, defend and hold harmless the applicable Loan Parties and Subsidiaries of any Loan Party, the Administrative Agent and the Lenders and their respective successors and assigns against any loss, claims or damage, including legal fees, arising from any breach of its Mineral Lease Agreement or liability arising from such tenanttenant or counterparty’s activity or presence on the Timberland (including as a result of a violation of any Environmental Laws). (iiiC) Each Landholder shall (A) reasonably inspect and monitor the activities of all tenants and counterparties under the Mineral LeasesAgreements, if any, to assure compliance in all material respects with the terms and conditions of the Mineral LeasesAgreements, (B) enforce the material terms and conditions of the Mineral Leases Agreements and cause the tenants and counterparties thereunder to comply with all material terms and conditions of the Mineral Leases Agreements and (C) assure that all Mineral Activity complies in all material respects with all Environmental Laws in the manner set forth in Section 7.1.

Coal, Oil, Gas and Other Minerals. The Landholders shall not hold and shall not permit any other Person to hold for any Landholder’s benefit or as any Landholder’s agent, whether directly or indirectly, any permit or license which permits the exploration, extraction, mining, processing, production, storage, transportation or handling of any coal, oil, gas or any other mineral (collectively, “Mineral Activity”) with respect to the Timberlands. (i) Except as permitted hereby, no Landholder shall undertake or operate or cause or permit to be undertaken or operated for its benefit or by its agent, or under any lease of the Real Property, whether directly or indirectly, any Mineral Activity. (ii) Any Mineral Activity on the Timberland, with respect to minerals owned by any Landholder, if any, Timberland shall be carried out by third party (not Affiliates of any Loan Party or any Subsidiary of any Loan Party) tenants or counterparties under bona fide leases leases, surface agreements or other agreements (collectively, “Mineral LeasesAgreements”) which, to the extent not in existence on prior to the date of this Agreementthe acquisition of the applicable Timberlands (and not entered into in contemplation of such acquisition), shall be in form and substance reasonably acceptable to the Administrative Agent and shall contain covenants by the tenant or counterparty to comply with all LawsLaw, including including, without limitation, Environmental Laws, and an agreement by the tenant or counterparty to indemnify, defend and hold harmless the applicable Loan Parties and Subsidiaries of any Loan Party, the Administrative Agent and the Lenders and their respective successors and assigns against any loss, claims or damage, including legal fees, arising from any breach of its Mineral Lease Agreement or liability arising from such tenanttenant or counterparty’s activity or presence on the Timberland (including as a result of a violation of any Environmental Laws). (iii) Each Landholder shall (A) reasonably inspect and monitor the activities of all tenants and counterparties under the Mineral LeasesAgreements, if any, to assure compliance in all material respects with the terms and conditions of the Mineral LeasesAgreements, (B) enforce the material terms and conditions of the Mineral Leases Agreements and cause the tenants and counterparties thereunder to comply with all material terms and conditions of the Mineral Leases Agreements and (C) assure that all Mineral Activity complies in all material respects with all Environmental Laws in the manner set forth in Section 7.17.1.6. Each Landholder shall furnish to 46267678.11 the Administrative Agent, promptly following a request therefor, copies of its records with regard to the compliance by tenants and counterparties with all material terms and conditions of the Mineral Agreements. (iv) Any Mineral Activity on the Timberlands permitted hereunder shall not be undertaken or permitted by any Landholder, except in such manner that none of the Administrative Agent or the Lenders shall be liable in any event for any of such activities under applicable Environmental Laws, including claims based upon the existence of any Hazardous Material, non-hazardous wastes, discoloration or degradation of any water or streams, interference with the bed of any stream or the natural flow thereof, reclamation or revegetation. Each Landholder shall assure that all reclamation and revegetation of the Timberland that is conducted as a result of any Mineral Agreement be timely completed in accordance with applicable Environmental Laws, other Law and applicable Best Management Practices. (v) Without limiting Section 7.1.6, in connection with the Mineral Activity, the Loan Parties and the Subsidiaries of the Loan Parties shall, to the extent required by applicable Environmental Laws, clean up, or cause to be cleaned up, any Hazardous Material or nonhazardous waste materials held, released, spilled, abandoned or placed upon the Timberland or released into the environment by any Loan Party, any lessees, contractors, subcontractors, suppliers, employees, agents, or by anyone for whom any Landholder or any lessees are responsible, at its own expense. (vi) Each Landholder shall use commercially reasonable efforts (A) to cause all Mineral Activity to be conducted with due regard for the present and future value of both the Timberland as Timber producing coal mining and oil and gas properties, particularly with respect to the support of overlying coal seams and prevention of slips, slides, squeezes and other distortions of said seams; (B) all Mineral Activity be conducted in material compliance with all Environmental Laws and other Law; (C) to require that any Mineral Activity complies with all material conditions, covenants and limitations contained in any of the instruments under which any Landholder holds title to the Timberland or where any Landholder owns minerals without ownership of the surface overlying said minerals; and (D) to cause its tenants to obtain rights from the then surface owners with respect to such Mineral Activities. (vii) The Administrative Agent shall have the right (subject to the proviso of the last sentence of Section 7.1.5(d)), but not the duty, at any and all reasonable times to enter upon the Timberland for the purposes of inspecting the Mineral Activities being conducted thereon, including the financial records, royalty summaries, mining reports, weighing devices and maps related thereto. Each Landholder shall keep, or use commercially reasonable efforts to cause its tenants to keep, adequate and accurate records of all depths of mining and drilling, maps of the locations of all Mineral Activities, both above and below ground, quantities of minerals extracted and amounts shipped, and all payments payable and received with respect to all minerals and Mineral Agreements. Each Landholder agrees that it will promptly furnish the Administrative Agent, without cost to the Administrative Agent, the results of all core drilling and other exploratory openings and tests made for coal, oil, gas or other minerals upon

Coal, Oil, Gas and Other Minerals. The Landholders shall not hold and shall not permit any other Person to hold for any Landholder’s benefit or as any Landholder’s agent, whether directly or indirectly, any permit or license which permits the exploration, extraction, mining, processing, production, storage, transportation or handling of any coal, oil, gas or any other mineral (collectively, “Mineral Activity”) with respect to the Timberlands. (i) Except as permitted hereby, no Landholder shall undertake or operate or cause or permit to be undertaken or operated for its benefit or by its agent, or under any lease of the Real Property, whether directly or indirectly, any Mineral Activity. (ii) Any Mineral Activity on the Timberland, with respect to minerals owned by any Landholder, if any, Timberland shall be carried out by third party (not Affiliates of any Loan Party or any Subsidiary of any Loan Party) tenants or counterparties under bona fide leases leases, surface agreements or other agreements (collectively, “Mineral LeasesAgreements”) which, to the extent not in existence on prior to the date of this Agreementthe acquisition of the applicable Timberlands (and not entered into in contemplation of such acquisition), shall be in form and substance reasonably acceptable to the Administrative Agent and shall contain covenants by the tenant or counterparty to comply with all LawsLaw, including including, without limitation, Environmental Laws, and an agreement by the tenant or counterparty to indemnify, defend and hold harmless the applicable Loan Parties and Subsidiaries of any Loan Party, the Administrative Agent and the Lenders and their respective successors and assigns against any loss, claims or damage, including legal fees, arising from any breach of its Mineral Lease Agreement or liability arising from such tenanttenant or counterparty’s activity or presence on the Timberland (including as a result of a violation of any Environmental Laws). (iii) Each Landholder shall (A) reasonably inspect and monitor the activities of all tenants and counterparties under the Mineral LeasesAgreements, if any, to assure compliance in all material respects with the terms and conditions of the Mineral LeasesAgreements, (B) enforce the material terms and conditions of the Mineral Leases Agreements and cause the tenants and counterparties thereunder to comply with all material terms and conditions of the Mineral Leases Agreements and (C) assure that all Mineral Activity complies in all material respects with all Environmental Laws in the manner set forth in Section 7.1.

Coal, Oil, Gas and Other Minerals. The Landholders shall not hold and shall not permit any other Person to hold for any Landholder’s benefit or as any Landholder’s agent, whether directly or indirectly, any permit or license which permits the exploration, extraction, mining, processing, production, storage, transportation or handling of any coal, oil, gas or any other mineral (collectively, “Mineral Activity”) with respect to the Timberlands. (i) Except as permitted hereby, no Landholder shall undertake or operate or cause or permit to be undertaken or operated for its benefit or by its agent, or under any lease of the Real Property, whether directly or indirectly, any Mineral Activity. (ii) Any Mineral Activity on the Timberland, with respect to minerals owned by any Landholder, if any, Timberland shall be carried out by third party (not Affiliates of any Loan Party or any Subsidiary of any Loan Party) tenants or counterparties under bona fide leases leases, surface agreements or other agreements (collectively, “Mineral LeasesAgreements”) which, to the extent not in existence on prior to the date of this Agreementthe acquisition of the applicable Timberlands (and not entered into in contemplation of such acquisition), shall be in form and substance reasonably acceptable to the Administrative Agent and shall contain covenants by the tenant or counterparty to comply with all Laws, including including, without limitation, Environmental Laws, and an agreement by the tenant or counterparty to indemnify, defend and hold harmless the applicable Loan Parties and Subsidiaries of any Loan Party, the Administrative Agent and the Lenders and their respective successors and assigns against any loss, claims or damage, including legal fees, arising from any breach of its Mineral Lease Agreement or liability arising from such tenanttenant or counterparty’s activity or presence on the Timberland (including as a result of a violation of any Environmental Laws). (iii) Each Landholder shall (A) reasonably inspect and monitor the activities of all tenants and counterparties under the Mineral LeasesAgreements, if any, to assure compliance in all material respects with the terms and conditions of the Mineral LeasesAgreements, (B) enforce the material terms and conditions of the Mineral Leases Agreements and cause the tenants and counterparties thereunder to comply with all material terms and conditions of the Mineral Leases Agreements and (C) assure that all Mineral Activity complies in all material respects with all Environmental Laws in the manner set forth in Section 7.1.

Coal, Oil, Gas and Other Minerals. The Landholders Xxxxx Timberland shall not hold and shall not permit any other Person to hold for any LandholderXxxxx Timberland’s benefit or as any LandholderXxxxx Timberland’s agent, whether directly or indirectly, any permit or license which permits the exploration, extraction, mining, processing, production, storage, transportation or handling of any coal, oil, gas or any other mineral (collectively, “Mineral Activity”) with respect to the Timberlands. (i) Except as permitted hereby, no Landholder Xxxxx Timberland shall not undertake or operate or cause or permit to be undertaken or operated for its benefit or by its agent, or under any lease of the Real Property, whether directly or indirectly, any Mineral Activity. (ii) Any Mineral Activity on the Timberland, with respect to minerals owned by any LandholderXxxxx Timberland, if any, shall be carried out by third party (not Affiliates of any Loan Party either of the Borrowers or any Subsidiary of any other Loan Party) tenants under bona fide leases (collectively, “Mineral Leases”) which, to the extent not in existence on the date of this Agreement, shall be in form and substance reasonably acceptable to the Administrative Agent and shall contain covenants by the tenant to comply with all applicable Laws, including without limitation, Environmental Laws, and an agreement by the tenant to indemnify, defend and hold harmless the applicable Loan Parties and Subsidiaries of any Loan PartyBorrowers, the Administrative Agent and the Lenders and their respective successors and assigns against any loss, claims or damage, including legal fees, arising from any breach of its Mineral Lease or liability arising from such tenant’s activity or presence on the Timberland (including as a result of a violation of any Environmental Laws). (iii) Each Landholder Xxxxx Timberland shall (A) reasonably inspect and monitor the activities of all tenants under the Mineral Leases, if any, to assure compliance in all material respects with the terms and conditions of the Mineral Leases, (B) enforce the material terms and conditions of the Mineral Leases and cause the tenants thereunder to comply with all material terms and conditions of the Mineral Leases and (C) assure that all Mineral Activity complies in all material respects with all Environmental Laws in the manner set forth in Section 7.17.1.6. Xxxxx Timberland shall furnish to the Administrative Agent, promptly following a request therefor, copies of its records with regard to the compliance by tenants with all material terms and conditions of the Mineral Leases. (iv) Any Mineral Activity on the Timberlands permitted hereunder shall not be undertaken or permitted by Xxxxx Timberland, except in such manner that none of the Administrative Agent or the Lenders shall be liable in any event for any of such activities under applicable Environmental Laws, including claims based upon the existence of any Hazardous Material, non-hazardous wastes, discoloration or degradation of any water or streams, interference with the bed of any stream or the natural flow thereof, reclamation or revegetation. Xxxxx Timberland shall assure that all reclamation and revegetation of the Timberland that is conducted as a result of any Mineral Lease be timely completed in accordance with applicable Environmental Laws, other Laws and applicable Best Management Practices. (v) Without limiting Section 7.1.6, in connection with the Mineral Activity, the Borrowers and the other Loan Parties shall, to the extent required by applicable Environmental Laws, clean up, or cause to be cleaned up, any Hazardous Material or nonhazardous waste materials held, released, spilled, abandoned or placed upon the Timberland or released into the environment by Xxxxx Timberland, any lessees, contractors, subcontractors, suppliers, employees, agents, or by anyone for whom Xxxxx Timberland or any lessees are responsible, at its own expense. (vi) Xxxxx Timberland shall use commercially reasonable efforts (A) to cause all Mineral Activity to be conducted with due regard for the present and future value of both the Timberland as Timber producing coal mining and oil and gas properties, particularly with respect to the support of overlying coal seams and prevention of slips, slides, squeezes and other distortions of said seams; (B) all Mineral Activity be conducted in material compliance with all Environmental Laws and other Laws; (C) to require that any Mineral Activity complies with all material conditions, covenants and limitations contained in any of the instruments under which Xxxxx Timberland holds title to the Timberland or where Xxxxx Timberland owns minerals without ownership of the surface overlying said minerals; and (D) to cause its tenants to obtain rights from the then surface owners with respect to such Mineral Activities. (vii) The Administrative Agent shall have the right (subject to the proviso of the last sentence of clause (d) of Section 7.1.5), but not the duty, at any and all reasonable times to enter upon the Timberland for the purposes of inspecting the Mineral Activities being conducted thereon, including the financial records, royalty summaries, mining reports, weighing devices and maps related thereto. Xxxxx Timberland shall keep, or use commercially reasonable efforts to cause its tenants to keep, adequate and accurate records of all depths of mining and drilling, maps of the locations of all Mineral Activities, both above and below ground, quantities of minerals extracted and amounts shipped, and all payments payable and received with respect to all minerals and Mineral Leases. Xxxxx Timberland agrees that it will promptly furnish the Administrative Agent, without cost to the Administrative Agent, the results of all core drilling and other exploratory openings and tests made for coal, oil, gas or other minerals upon the Timberland, including the results of any analytical test made to determine the quality, type or characteristics thereof, upon request. (viii) Without limiting Section 11.4, the Borrowers shall indemnify and hold harmless the Administrative Agent and the Lenders and their respective officers, directors and employees and their respective successors, from and against all fines, penalties, actions, suits, legal proceedings and all costs and expenses associated therewith (including legal fees) arising out of or in any way connected with any failure of either Borrower to perform its obligations under this Section.