Common use of Environmental Law Compliance and Indemnity Clause in Contracts

Environmental Law Compliance and Indemnity. Borrower will, and will cause each other Credit Party to, comply with all Applicable Environmental Laws, including (a) all licensing, permitting, notification and similar requirements of Applicable Environmental Laws, and (b) all provisions of Applicable Environmental Law regarding storage, discharge, release, transportation, treatment and disposal of Hazardous Substances, except where the failure to comply could not reasonably be expected to have a Material Adverse Effect. Borrower will, and will cause each other Credit Party to, promptly pay and discharge when due all debts, claims, liabilities and obligations with respect to any clean-up or remediation measures necessary to comply with Applicable Environmental Laws. Borrower hereby indemnifies and agrees to defend and hold Banks and their successors and assigns harmless from and against any and all claims, demands, causes of action, loss, damage, liabilities, costs and expenses (including reasonable attorneys’ fees and court costs) of any and every kind or character, known or unknown, fixed or contingent, asserted against or incurred by any Bank at any time and from time to time, including those asserted or arising subsequent to the payment or other satisfaction of the Loans, by reason of or arising out of the ownership, construction, occupancy, operation, use and maintenance of any of the collateral for the Loans, including matters arising out of the negligence of any Bank; provided that, this indemnity shall not apply with respect to matters caused by or arising out of (i) with respect to each Bank, the gross negligence or willful misconduct of such Bank, as determined by a court of competent jurisdiction in a final, non-appealable judgment (IT BEING THE EXPRESS INTENTION HEREBY THAT BANKS SHALL BE INDEMNIFIED FROM THE CONSEQUENCES OF THEIR NEGLIGENCE); and (ii) the construction, occupancy, operation, use and maintenance of the collateral for the Loans by any owner, lessee or party in possession of the collateral for the Loans subsequent to the ownership of the collateral for the Loans by Borrower; provided further that, this subclause (ii) shall not exclude from the foregoing indemnity and agreement, liability, claims, demands, causes of action, loss, damage, costs and expenses imposed by reason of the ownership of the collateral for the Loans by Banks after purchase by Banks at any foreclosure sale or transfer in lieu thereof from any Credit Party in partial or entire satisfaction of the Loans (unless the same shall be solely attributable to the subsequent use of the collateral by Banks during their ownership thereof). The foregoing indemnity and agreement applies to the violation of any Applicable Environmental Law prior to the payment or other satisfaction of the Loans and any act, omission, event or circumstance existing or occurring on or about the collateral for the Loans (including the presence on the collateral for the Loans or release from the collateral for the Loans of asbestos or other Hazardous Substances disposed of or otherwise present in or released prior to the payment or other satisfaction of the Loans). It shall not be a defense to the covenant of Borrower to indemnify that the act, omission, event or circumstance did not constitute a violation of any Applicable Environmental Law at the time of its existence or occurrence. The provisions of this Section 8.10 shall survive the repayment of the Loans and shall continue thereafter in full force and effect. In the event of the transfer of the Loans or any portion thereof, Banks or any prior holder of the Loans and any participants shall continue to be benefited by this indemnity and agreement with respect to the period of such holding of the Loans.

Environmental Law Compliance and Indemnity. Borrower will, and will cause each other Credit Party to, comply in all material respects with all Applicable Environmental Laws, including including, without limitation, (a) all licensing, permitting, notification and similar requirements of Applicable Environmental Laws, and (b) all provisions of Applicable Environmental Law regarding storage, discharge, release, transportation, treatment and disposal of Hazardous Substances, except where the failure to comply could not reasonably be expected to have a Material Adverse Effect. Borrower will, and will cause each other Credit Party to, promptly pay and discharge when due all debts, claims, liabilities and obligations with respect to any clean-up or remediation measures necessary to comply with Applicable Environmental Laws. Borrower hereby indemnifies and agrees to defend and hold Banks and their successors and assigns harmless from and against any and all claims, demands, causes of action, loss, damage, liabilities, costs and expenses (including reasonable attorneys’ fees and court costs) of any and every kind or character, known or unknown, fixed or contingent, asserted against or incurred by any Bank at any time and from time to timetime including, including without limitation, those asserted or arising subsequent to the payment or other satisfaction of the LoansLoan, by reason of or arising out of the ownership, construction, occupancy, operation, use and maintenance of any of the collateral for the LoansLoan, including matters arising out of the negligence of any BankBanks; provided thatprovided, however, this indemnity shall not apply with respect to matters caused by or arising out of (i) with respect to each Bank, the gross negligence or willful misconduct of such Bank, as determined by a court of competent jurisdiction in a final, non-appealable judgment Banks (IT BEING THE EXPRESS INTENTION HEREBY THAT BANKS SHALL BE INDEMNIFIED FROM THE CONSEQUENCES OF THEIR NEGLIGENCE); and (ii) the construction, occupancy, operation, use and maintenance of the collateral for the Loans Loan by any owner, lessee or party in possession of the collateral for the Loans Loan subsequent to the ownership of the collateral for the Loans Loan by Borrower; provided further that, this subclause (ii) shall not exclude from the foregoing indemnity and agreement, liability, claims, demands, causes of action, loss, damage, costs and expenses imposed by reason of the ownership of the collateral for the Loans by Banks after purchase by Banks at any foreclosure sale or transfer in lieu thereof from any Credit Party in partial or entire satisfaction of the Loans (unless the same shall be solely attributable to the subsequent use of the collateral by Banks during their ownership thereof). The foregoing indemnity and agreement applies to the violation of any Applicable Environmental Law prior to the payment or other satisfaction of the Loans Loan and any act, omission, event or circumstance existing or occurring on or about the collateral for the Loans Loan (including including, without limitation, the presence on the collateral for the Loans Loan or release from the collateral for the Loans Loan of asbestos or other Hazardous Substances disposed of or otherwise present in or released prior to the payment or other satisfaction of the LoansLoan). It shall not be a defense to the covenant of Borrower to indemnify that the act, omission, event or circumstance did not constitute a violation of any Applicable Environmental Law at the time of its existence or occurrence. The provisions of this Section 8.10 shall survive the repayment of the Loans Loan and shall continue thereafter in full force and effect. In the event of the transfer of the Loans Loan or any portion thereof, Banks or any prior holder of the Loans Loan and any participants shall continue to be benefited by this indemnity and agreement with respect to the period of such holding of the LoansLoan.

Environmental Law Compliance and Indemnity. Borrower will, and will cause each other Credit Party to, comply in all material respects with all Applicable Environmental Laws, including including, without limitation, (a) all licensing, permitting, notification and similar requirements of Applicable Environmental Laws, and (b) all provisions of Applicable Environmental Law regarding storage, discharge, release, transportation, treatment and disposal of Hazardous Substances, except where the failure to comply could not reasonably be expected to have a Material Adverse Effect. Borrower will, and will cause each other Credit Party to, promptly pay and discharge when due all debts, claims, liabilities and obligations with respect to any clean-up or remediation measures necessary to comply with Applicable Environmental Laws. Borrower hereby indemnifies and agrees to defend and hold Banks and their successors and assigns harmless from and against any and all claims, demands, causes of action, loss, damage, liabilities, costs and expenses (including reasonable attorneys’ fees and court costs) of any and every kind or character, known or unknown, fixed or contingent, asserted against or incurred by any Bank at any time and from time to timetime including, including without limitation, those asserted or arising subsequent to the payment or other satisfaction of the LoansLoan, by reason of or arising out of the ownership, construction, occupancy, operation, use and maintenance of any of the collateral for the LoansLoan, including matters arising out of the negligence of any BankBanks; provided thatprovided, however, that this indemnity shall not apply with respect to matters caused by or arising out of (i) with respect to each Bank, the gross negligence or willful misconduct of such Bank, as determined by a court of competent jurisdiction in a final, non-appealable judgment Banks (IT BEING THE EXPRESS INTENTION HEREBY THAT BANKS SHALL BE INDEMNIFIED FROM THE CONSEQUENCES OF THEIR NEGLIGENCE); and (ii) the construction, occupancy, operation, use and maintenance of the collateral for the Loans Loan by any owner, lessee or party in possession of the collateral for the Loans Loan subsequent to the ownership of the collateral for the Loans Loan by Borrower; provided further that, this subclause (ii) shall not exclude from the foregoing indemnity and agreement, liability, claims, demands, causes of action, loss, damage, costs and expenses imposed by reason of the ownership of the collateral for the Loans by Banks after purchase by Banks at any foreclosure sale or transfer in lieu thereof from any Credit Party in partial or entire satisfaction of the Loans (unless the same shall be solely attributable to the subsequent use of the collateral by Banks during their ownership thereof). The foregoing indemnity and agreement applies to the violation of any Applicable Environmental Law prior to the payment or other satisfaction of the Loans Loan and any act, omission, event or circumstance existing or occurring on or about the collateral for the Loans Loan (including including, without limitation, the presence on the collateral for the Loans Loan or release from the collateral for the Loans Loan of asbestos or other Hazardous Substances disposed of or otherwise present in or released prior to the payment or other satisfaction of the LoansLoan). It shall not be a defense to the covenant of Borrower to indemnify that the act, omission, event or circumstance did not constitute a violation of any Applicable Environmental Law at the time of its existence or occurrence. The provisions of this Section 8.10 shall survive the repayment of the Loans Loan and shall continue thereafter in full force and effect. In the event of the transfer of the Loans Loan or any portion thereof, Banks or any prior holder of the Loans Loan and any participants shall continue to be benefited by this indemnity and agreement with respect to the period of such holding of the LoansLoan.

Environmental Law Compliance and Indemnity. (a) Borrower will, and will cause each other Credit Party to, comply with all Applicable Environmental Laws, including (ai) all licensing, permitting, notification and similar requirements of Applicable Environmental Laws, and (bii) all provisions of Applicable Environmental Law regarding storage, discharge, release, transportation, treatment and disposal of Hazardous Substances, except in each case where the failure to comply could not reasonably be expected to have a Material Adverse Effect. Borrower will, and will cause each other Credit Party to, promptly pay and discharge when due all debts, claims, liabilities and obligations with respect to any clean-up or remediation measures necessary to comply in all material respects with Applicable Environmental Laws. Borrower hereby indemnifies and agrees to defend and hold Banks Xxxxx and their successors and assigns harmless from and against any and all claims, demands, causes of action, loss, damage, liabilities, costs and expenses (including reasonable attorneys’ fees and court costs) of any and every kind or character, known or unknown, fixed or contingent, asserted against or incurred by any Bank at any time and from time to time, including those asserted or arising subsequent to the payment or other satisfaction of the Loans, by reason of or arising out of the ownership, construction, occupancy, operation, use and maintenance of any of the collateral for the Loans, including matters arising out of the negligence of any Bank; provided that, this indemnity shall not apply with respect to matters caused by or arising out of (iA) with respect to each Bank, the gross negligence or willful misconduct of such Bank, as determined by a court of competent jurisdiction in a final, non-appealable judgment (IT BEING THE EXPRESS INTENTION HEREBY THAT BANKS SHALL BE INDEMNIFIED FROM THE CONSEQUENCES OF THEIR ORDINARY NEGLIGENCE); and (iiB) the construction, occupancy, operation, use and maintenance of the collateral for the Loans by any owner, lessee or party in possession of the collateral for the Loans subsequent to the ownership of the collateral for the Loans by Borrower; provided further that, this subclause (iiB) shall not exclude from the foregoing indemnity and agreement, liability, claims, demands, causes of action, loss, damage, costs and expenses imposed by reason of the ownership of the collateral for the Loans by Banks after purchase by Banks Xxxxx at any foreclosure sale or transfer in lieu thereof from any Credit Party in partial or entire satisfaction of the Loans (unless the same shall be solely attributable to the subsequent use of the collateral by Banks Xxxxx during their ownership thereof). The foregoing indemnity and agreement applies to the violation of any Applicable Environmental Law prior to the payment or other satisfaction of the Loans and any act, omission, event or circumstance existing or occurring on or about the collateral for the Loans (including the presence on the collateral for the Loans or release from the collateral for the Loans of asbestos or other Hazardous Substances disposed of or otherwise present in or released prior to the payment or other satisfaction of the Loans). It shall not be a defense to the covenant of Borrower to indemnify that the act, omission, event or circumstance did not constitute a violation of any Applicable Environmental Law at the time of its existence or occurrence. The provisions of this Section 8.10 shall survive the repayment of the Loans and shall continue thereafter in full force and effect. In the event of the transfer of the Loans or any portion thereof, Banks or any prior holder of the Loans and any participants shall continue to be benefited by this indemnity and agreement with respect to the period of such holding of the Loans.

Environmental Law Compliance and Indemnity. Borrower will, and will cause each other Credit Party to, comply with all Applicable Environmental Laws, including (a) all licensing, permitting, notification and similar requirements of Applicable Environmental Laws, and (b) all provisions of Applicable Environmental Law regarding storage, discharge, release, transportation, treatment and disposal of Hazardous Substances, except where the failure to comply could not reasonably be expected to have a Material Adverse Effect. Borrower will, and will cause each other Credit Party to, promptly pay and discharge when due all debts, claims, liabilities and obligations with respect to any clean-up or remediation measures necessary to comply with Applicable Environmental Laws. Borrower hereby indemnifies and agrees to defend and hold Banks and their successors and assigns harmless from and against any and all claims, demands, causes of action, loss, damage, liabilities, costs and expenses (including reasonable attorneys’ fees and court costs) of any and every kind or character, known or unknown, fixed or contingent, asserted against or incurred by any Bank at any time and from time to time, including those asserted or arising subsequent to the payment or other satisfaction of the Loans, by reason of or arising out of the ownership, construction, occupancy, operation, use and maintenance of any of the collateral for the Loans, including matters arising out of the negligence of any Bank; provided that, this indemnity shall not apply with respect to matters caused by or arising out of (i) with respect to each Bank, the gross negligence or willful misconduct of such Bank, as determined by a court of competent jurisdiction in a final, non-non- appealable judgment (IT BEING THE EXPRESS INTENTION HEREBY THAT BANKS SHALL BE INDEMNIFIED FROM THE CONSEQUENCES OF THEIR NEGLIGENCE); and (ii) the construction, occupancy, operation, use and maintenance of the collateral for the Loans by any owner, lessee or party in possession of the collateral for the Loans subsequent to the ownership of the collateral for the Loans by Borrower; provided further that, this subclause (ii) shall not exclude from the foregoing indemnity and agreement, liability, claims, demands, causes of action, loss, damage, costs and expenses imposed by reason of the ownership of the collateral for the Loans by Banks after purchase by Banks at any foreclosure sale or transfer in lieu thereof from any Credit Party in partial or entire satisfaction of the Loans (unless the same shall be solely attributable to the subsequent use of the collateral by Banks during their ownership thereof). The foregoing indemnity and agreement applies to the violation of any Applicable Environmental Law prior to the payment or other satisfaction of the Loans and any act, omission, event or circumstance existing or occurring on or about the collateral for the Loans (including the presence on the collateral for the Loans or release from the collateral for the Loans of asbestos or other Hazardous Substances disposed of or otherwise present in or released prior to the payment or other satisfaction of the Loans). It shall not be a defense to the covenant of Borrower to indemnify that the act, omission, event or circumstance did not constitute a violation of any Applicable Environmental Law at the time of its existence or occurrence. The provisions of this Section 8.10 shall survive the repayment of the Loans and shall continue thereafter in full force and effect. In the event of the transfer of the Loans or any portion thereof, Banks or any prior holder of the Loans and any participants shall continue to be benefited by this indemnity and agreement with respect to the period of such holding of the Loans.

Environmental Law Compliance and Indemnity. Borrower will, ------------------------------------------ and will cause each other Credit Party of its Subsidiaries to, comply in all material respects with all Applicable Environmental Laws, including including, without limitation, (a) all licensing, permitting, notification and similar requirements of Applicable Environmental Laws, and (b) all provisions of Applicable Environmental Law regarding storage, discharge, release, transportation, treatment and disposal of Hazardous Substanceshazardous substances, except where the failure to comply could not reasonably be expected to have a Material Adverse Effectpetroleum, solid waste or other contaminants. Borrower will, and will cause each other Credit Party of its Subsidiaries to, promptly pay and discharge when due all debts, claims, liabilities and obligations with respect to any clean-up or remediation measures necessary to comply with Applicable Environmental Laws. Borrower hereby indemnifies and agrees to defend and hold Banks and their successors and assigns harmless from and against any and all claims, demands, causes of action, loss, damage, liabilities, costs and expenses (including reasonable attorneys’ ' fees and court costs) of any and every kind or character, known or unknown, fixed or contingent, asserted against or incurred by any Bank of the Banks at any time and from time to timetime including, including without limitation, those asserted or arising subsequent to the payment or other satisfaction of the LoansLoan, by reason of or arising out of the ownership, construction, occupancy, operation, use and maintenance of any of the collateral for the LoansLoan, including matters arising out of the negligence of any BankBanks; provided thatprovided, however, this indemnity shall not apply with respect to matters caused by or arising out of (i) with respect to each Bank, the gross negligence or willful misconduct of such Bank, as determined by a court of competent jurisdiction in a final, non-appealable judgment Banks (IT BEING THE EXPRESS INTENTION HEREBY THAT BANKS SHALL BE INDEMNIFIED FROM THE CONSEQUENCES OF THEIR NEGLIGENCE); and (ii) the construction, occupancy, operation, use and maintenance of the collateral for the Loans Loan by any owner, lessee or party in possession of the collateral for the Loans Loan subsequent to the ownership of the collateral for the Loans Loan by Borrower; Borrower or any of its Subsidiaries (as applicable), provided further thatfurther, however, that this subclause (ii) shall not exclude from the foregoing indemnity and agreement, liability, claims, demands, causes of action, loss, damage, costs and expenses imposed by reason of the ownership of the collateral for the Loans Loan by Banks after purchase by Banks at any foreclosure sale or transfer in lieu thereof from Borrower or any Credit Party Restricted Subsidiary in partial or entire satisfaction of the Loans Loan (unless the same shall be solely attributable to the subsequent use of the collateral by Banks during their ownership thereof). The foregoing indemnity and agreement applies to the violation of any Applicable Environmental Law prior to the payment or other satisfaction of the Loans Loan and any act, omission, event or circumstance existing or occurring on or about the collateral for the Loans Loan (including without limitation the presence on the collateral for the Loans Loan or release from the collateral for the Loans Loan of asbestos or other Hazardous Substances hazardous substances or solid waste disposed of or otherwise present in or released prior to the payment or other satisfaction of the LoansLoan). It shall not be a defense to the covenant of Borrower to indemnify that the act, omission, event or circumstance did not constitute a violation of any Applicable Environmental Law at the time of its existence or occurrence. The provisions of this Section 8.10 8.11 shall survive the repayment of the Loans Loan and shall continue ------------ thereafter in full force and effect. In the event of the transfer of the Loans Loan or any portion thereof, Banks or any prior holder of the Loans Loan and any participants shall continue to be benefited benefitted by this indemnity and agreement with respect to the period of such holding of the LoansLoan.

Environmental Law Compliance and Indemnity. Each of Borrower will, and will cause each other Credit Party to, comply with all Applicable Environmental Laws, including (a) all licensing, permitting, notification and similar requirements of Applicable Environmental Laws, and (b) all provisions of Applicable Environmental Law regarding storage, discharge, release, transportation, treatment and disposal of Hazardous Substances, except where the failure Guarantor Subsidiaries agrees to comply could not reasonably be expected to have a Material Adverse Effect. Borrower will, and will cause each other Credit Party to, promptly pay and discharge when due all debts, claims, liabilities and obligations with respect to any clean-up or remediation measures necessary for Borrower or any Consolidated Subsidiary to comply with Applicable Environmental LawsLaws affecting Borrower or any Consolidated Subsidiary. Borrower hereby indemnifies and agrees the Guarantor Subsidiaries hereby, jointly and severally, indemnify and agree to defend and hold Banks Administrative Agent and each Lender and their respective successors and assigns harmless from and against any and all claims, demands, causes of action, loss, damage, liabilities, costs and expenses (including reasonable attorneys’ ' fees and court costs) of any and every kind or character, known or unknown, fixed or contingent, asserted against or incurred by Administrative Agent or any Bank Lender at any time and from time to timetime including, including without limitation, those asserted or arising subsequent to the payment or other satisfaction of the LoansNotes, by reason of or of, arising out of the ownership, construction, occupancy, operation, use and maintenance of or related in any of the collateral for the Loans, including matters arising out of the negligence of any Bank; provided that, this indemnity shall not apply with respect to matters caused by or arising out of (i) with respect to each Bank, the gross negligence or willful misconduct of such Bank, as determined by a court of competent jurisdiction in a final, non-appealable judgment (IT BEING THE EXPRESS INTENTION HEREBY THAT BANKS SHALL BE INDEMNIFIED FROM THE CONSEQUENCES OF THEIR NEGLIGENCE); and (ii) the construction, occupancy, operation, use and maintenance of the collateral for the Loans by any owner, lessee or party in possession of the collateral for the Loans subsequent way to the ownership failure of the collateral for the Loans by Borrower; provided further that, this subclause (ii) shall not exclude from the foregoing indemnity and agreement, liability, claims, demands, causes of action, loss, damage, costs and expenses imposed by reason of the ownership of the collateral for the Loans by Banks after purchase by Banks at Borrower or any foreclosure sale or transfer in lieu thereof from any Credit Party in partial or entire satisfaction of the Loans (unless the same shall be solely attributable Consolidated Subsidiary to the subsequent use of the collateral by Banks during their ownership thereof). The foregoing indemnity and agreement applies to the violation of comply with any Applicable Environmental Law prior to or Agent's and Lenders= entering into this Agreement and the payment or other satisfaction of the Loans and any acttransactions herein contemplated, omissionINCLUDING MATTERS WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE (SOLE, event or circumstance existing or occurring on or about the collateral for the Loans (including the presence on the collateral for the Loans or release from the collateral for the Loans of asbestos or other Hazardous Substances disposed of or otherwise present in or released prior to the payment or other satisfaction of the Loans)COMPARATIVE, CONTINGENT OR OTHERWISE) OF ADMINISTRATIVE AGENT OR ANY LENDER OR FOR WHICH ADMINISTRATIVE AGENT OR ANY LENDER MAY HAVE STRICT LIABILITY, BUT EXCLUDING MATTERS ARISING OUT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ADMINISTRATIVE AGENT OR ANY LENDER. It shall not be a defense to the covenant of Borrower and the Guarantor Subsidiaries to indemnify that the act, omission, event or circumstance did not constitute a violation of any Applicable Environmental Law at the time of its existence or occurrence. The terms "HAZARDOUS SUBSTANCE" and "RELEASE" shall have the meanings specified in the Superfund Amendments and Reauthorization Act of 1986 ("SARA"), and the terms "SOLID WASTE" and "DISPOSED" shall have the meanings specified in the Resource Conservation and Recovery Act of 1976 ("RCRA"); provided, to the extent that any other applicable laws of the United States of America or political subdivision thereof establish a meaning for "hazardous substance," "release," "solid waste," or "disposed" which is broader than that specified in either SARA xx XCRA, such broader meaning shall apply. As used in this Agreement, "APPLICABLE ENVIRONMENTAL LAW" shall mean and include the singular, and "APPLICABLE ENVIRONMENTAL LAWS" shall mean and include the collective aggregate of the following: Any law, statute, ordinance, rule, regulation, order or determination of any governmental authority or any board of fire underwriters (or other body exercising similar functions), or any restrictive covenant or deed restriction (recorded or otherwise) affecting Borrower or any Consolidated Subsidiary pertaining to health, safety or the environment, including, without limitation, all applicable flood disaster laws and health, safety and environmental laws and regulations pertaining to health, safety or the environment, including without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, the Resource Conservation and Recovery Act of 1976, the Superfund Amendments and Reauthorization Act of 1986, the Occupational Safety and Health Act, the Texas Water Code, the Texas Solid Waste Disposal Act, the Texas Workers= Compensation Laws, and any federal, state or municipal laws, ordinances, regulations or law which may now or hereafter require removal of asbestos or other hazardous wastes from any of the Property or impose any liability on Administrative Agent or any Lender related to asbestos or other hazardous wastes in any of the Property. The provisions of this Section 8.10 SECTION 7.8 shall survive the repayment of the Loans and shall continue thereafter in full force and effectObligations. In the event of the transfer of the Loans Notes or any portion thereof, Banks each Lender or any prior holder of the Loans Notes and any participants Participants shall continue to be benefited benefitted by this indemnity and agreement with respect to the period of such holding of the LoansNotes.

Environmental Law Compliance and Indemnity. Parent and each Borrower will, and will cause each other Credit Party to, comply in all material respects with all Applicable Environmental Laws, including including, without limitation, (a) all licensing, permitting, notification and similar requirements of Applicable Environmental Laws, and (b) all provisions of Applicable Environmental Law regarding storage, discharge, release, transportation, treatment and disposal of Hazardous Substances, except where the failure to comply could not reasonably be expected to have a Material Adverse Effect. Borrower will, and will cause each other Credit Party to, promptly pay and discharge when due all debts, claims, liabilities and obligations with respect to any clean-up or remediation measures necessary to comply with Applicable Environmental Laws. Parent and each Borrower hereby indemnifies indemnify and agrees agree to defend and hold Banks and their successors and assigns harmless from and against any and all claims, demands, causes of action, loss, damage, liabilities, costs and expenses (including reasonable attorneys’ ' fees and court costs) of any and every kind or character, known or unknown, fixed or contingent, asserted against or incurred by any Bank at any time and from time to timetime including, including without limitation, those asserted or arising subsequent to the payment or other satisfaction of the LoansLoan, by reason of or arising out of the ownership, construction, occupancy, operation, use and maintenance of any of the collateral for the LoansLoan, including matters arising out of the negligence of any BankBanks; provided thatprovided, however, this indemnity shall not apply with respect to matters caused by or arising out of (i) with respect to each Bank, the gross negligence or willful misconduct of such Bank, as determined by a court of competent jurisdiction in a final, non-appealable judgment Banks (IT BEING THE EXPRESS INTENTION HEREBY THAT BANKS SHALL BE INDEMNIFIED FROM THE CONSEQUENCES OF THEIR NEGLIGENCE); and (ii) the construction, occupancy, operation, use and maintenance of the collateral for the Loans Loan by any owner, lessee or party in possession of the collateral for the Loans Loan subsequent to the ownership of the collateral for the Loans Loan by Borrower; any Credit Party, provided further thatfurther, however, that this subclause (ii) shall not exclude from the foregoing indemnity and agreement, liability, claims, demands, causes of action, loss, damage, costs and expenses imposed by reason of the ownership of the collateral for the Loans Loan by Banks after purchase by Banks at any foreclosure sale or transfer in lieu thereof from any Credit Party in partial or entire satisfaction of the Loans Loan (unless the same shall be solely attributable to the subsequent use of the collateral by Banks during their ownership thereof). The foregoing indemnity and agreement applies to the violation of any Applicable Environmental Law prior to the payment or other satisfaction of the Loans Loan and any act, omission, event or circumstance existing or occurring on or about the collateral for the Loans Loan (including including, without limitation, the presence on the collateral for the Loans Loan or release from the collateral for the Loans Loan of asbestos or other Hazardous Substances disposed of or otherwise present in or released prior to the payment or other satisfaction of the LoansLoan). It shall not be a defense to the covenant of Parent and each Borrower to indemnify that the act, omission, event or circumstance did not constitute a violation of any Applicable Environmental Law at the time of its existence or occurrence. The provisions of this Section 8.10 9.10 shall survive the repayment of the Loans Loan and shall continue thereafter in full force and effect. In the event of the transfer of the Loans Loan or any portion thereof, Banks or any prior holder of the Loans Loan and any participants shall continue to be benefited benefitted by this indemnity and agreement with respect to the period of such holding of the LoansLoan.

Environmental Law Compliance and Indemnity. Borrower will, and will cause each other Credit Party of its Subsidiaries to, comply in all material respects with all Applicable Environmental Laws, including including, without limitation, (a) all licensing, permitting, notification and similar requirements of Applicable Environmental Laws, and (b) all provisions of Applicable Environmental Law regarding storage, discharge, release, transportation, treatment and disposal of Hazardous Substanceshazardous substances, except where the failure to comply could not reasonably be expected to have a Material Adverse Effectpetroleum, solid waste or other contaminants. Borrower will, and will cause each other Credit Party of its Subsidiaries to, promptly pay and discharge when due all debts, claims, liabilities and obligations with respect to any clean-up or remediation measures necessary to comply with Applicable Environmental Laws. Borrower hereby indemnifies and agrees to defend and hold Banks and their successors and assigns harmless from and against any and all claims, demands, causes of action, loss, damage, liabilities, costs and expenses (including reasonable attorneys’ ' fees and court costs) of any and every kind or character, known or unknown, fixed or contingent, asserted against or incurred by any Bank of the Banks at any time and from time to timetime including, including without limitation, those asserted or arising subsequent to the payment or other satisfaction of the LoansLoan, by reason of or arising out of the ownership, construction, occupancy, operation, use and maintenance of any of the collateral for the LoansLoan, including matters arising out of the negligence of any BankBanks; provided thatprovided, however, this indemnity shall not apply with respect to matters caused by or arising out of (i) with respect to each Bank, the gross negligence or willful misconduct of such Bank, as determined by a court of competent jurisdiction in a final, non-appealable judgment Banks (IT BEING THE EXPRESS INTENTION HEREBY THAT BANKS SHALL BE INDEMNIFIED FROM THE CONSEQUENCES OF THEIR NEGLIGENCE); and (ii) the construction, occupancy, operation, use and maintenance of the collateral for the Loans Loan by any owner, lessee or party in possession of the collateral for the Loans Loan subsequent to the ownership of the collateral for the Loans Loan by Borrower; Borrower or any of its Subsidiaries (as applicable), provided further thatfurther, however, that this subclause (ii) shall not exclude from the foregoing indemnity and agreement, liability, claims, demands, causes of action, loss, damage, costs and expenses imposed by reason of the ownership of the collateral for the Loans Loan by Banks after purchase by Banks at any foreclosure sale or transfer in lieu thereof from Borrower or any Credit Party Restricted Subsidiary in partial or entire satisfaction of the Loans Loan (unless the same shall be solely attributable to the subsequent use of the collateral by Banks during their ownership thereof). The foregoing indemnity and agreement applies to the violation of any Applicable Environmental Law prior to the payment or other satisfaction of the Loans 1/230128.7 Loan and any act, omission, event or circumstance existing or occurring on or about the collateral for the Loans Loan (including without limitation the presence on the collateral for the Loans Loan or release from the collateral for the Loans Loan of asbestos or other Hazardous Substances hazardous substances or solid waste disposed of or otherwise present in or released prior to the payment or other satisfaction of the LoansLoan). It shall not be a defense to the covenant of Borrower to indemnify that the act, omission, event or circumstance did not constitute a violation of any Applicable Environmental Law at the time of its existence or occurrence. The provisions of this Section 8.10 SECTION 8.11 shall survive the repayment of the Loans Loan and shall continue thereafter in full force and effect. In the event of the transfer of the Loans Loan or any portion thereof, Banks or any prior holder of the Loans Loan and any participants shall continue to be benefited benefitted by this indemnity and agreement with respect to the period of such holding of the LoansLoan.

Environmental Law Compliance and Indemnity. Borrower will, ------------------------------------------ and will cause each other Credit Party of its Subsidiaries to, comply in all material respects with all Applicable Environmental Laws, including including, without limitation, (a) all licensing, permitting, notification and similar requirements of Applicable Environmental Laws, and (b) all provisions of Applicable Environmental Law regarding storage, discharge, release, transportation, treatment and disposal of Hazardous Substanceshazardous substances, except where the failure to comply could not reasonably be expected to have a Material Adverse Effectpetroleum, solid waste or other contaminants. Borrower will, and will cause each other Credit Party of its Subsidiaries to, promptly pay and discharge when due all debts, claims, liabilities and obligations with respect to any clean-up or remediation measures necessary to comply with Applicable Environmental Laws. Borrower hereby indemnifies and agrees to defend and hold Banks and their successors and assigns harmless from and against any and all claims, demands, causes of action, loss, damage, liabilities, costs and expenses (including reasonable attorneys’ ' fees and court costs) of any and every kind or character, known or unknown, fixed or contingent, asserted against or incurred by any Bank of the Banks at any time and from time to timetime including, including without limitation, those asserted or arising subsequent to the payment or other satisfaction of the LoansLoan, by reason of or arising out of the ownership, construction, occupancy, operation, use and maintenance of any of the collateral for the LoansLoan, including matters arising out of the negligence of any BankBanks; provided thatprovided, however, this indemnity shall not apply with respect to matters caused by or arising out of (i) with respect to each Bank, the gross negligence or willful misconduct of such Bank, as determined by a court of competent jurisdiction in a final, non-appealable judgment Banks (IT BEING THE EXPRESS INTENTION HEREBY THAT BANKS SHALL BE INDEMNIFIED FROM THE CONSEQUENCES OF THEIR NEGLIGENCE); and (ii) the construction, occupancy, operation, use and maintenance of the collateral for the Loans Loan by any owner, lessee or party in possession of the collateral for the Loans Loan subsequent to the ownership of the collateral for the Loans Loan by Borrower; Borrower or any of its Subsidiaries (as applicable), provided further thatfurther, however, that this subclause (ii) shall not exclude from the foregoing indemnity and agreement, liability, claims, demands, causes of action, loss, damage, costs and expenses imposed by reason of the ownership of the collateral for the Loans Loan by Banks after purchase by Banks at any foreclosure sale or transfer in lieu thereof from Borrower or any Credit Party Restricted Subsidiary in partial or entire satisfaction of the Loans Loan (unless the same shall be solely attributable to the subsequent use of the collateral by Banks during their ownership thereof). The foregoing indemnity and agreement applies to the violation of any Applicable Environmental Law prior to the payment or other satisfaction of the Loans Loan and any act, omission, event or circumstance existing or occurring on or about the collateral for the Loans Loan (including without limitation the presence on the collateral for the Loans Loan or release from the collateral for the Loans Loan of asbestos or other Hazardous Substances hazardous substances or solid waste disposed of or otherwise present in or released prior to the payment or other satisfaction of the LoansLoan). It shall not be a defense to the covenant of Borrower to indemnify that the act, omission, event or circumstance did not constitute a violation of any Applicable Environmental Law at the time of its existence or occurrence. The provisions of this Section 8.10 9.11 shall survive the ------------ repayment of the Loans Loan and shall continue thereafter in full force and effect. In the event of the transfer of the Loans Loan or any portion thereof, Banks or any prior holder of the Loans Loan and any participants shall continue to be benefited benefitted by this indemnity and agreement with respect to the period of such holding of the LoansLoan.

Environmental Law Compliance and Indemnity. Parent and Borrower will, and will cause each other Credit Party to, comply in all material respects with all Applicable Environmental Laws, including including, without limitation, (a) all licensing, permitting, notification and similar requirements of Applicable Environmental Laws, and (b) all provisions of Applicable Environmental Law regarding storage, discharge, release, transportation, treatment and disposal of Hazardous Substances, except where the failure to comply could not reasonably be expected to have a Material Adverse Effect. Parent and Borrower will, and will cause each other Credit Party to, promptly pay and discharge when due all debts, claims, liabilities and obligations with respect to any clean-up or remediation measures necessary to comply with Applicable Environmental Laws. Parent and Borrower hereby indemnifies jointly and agrees severally indemnify and agree to defend and hold Banks and their successors and assigns harmless from and against any and all claims, demands, causes of action, loss, damage, liabilities, costs and expenses (including reasonable attorneys’ attorneys fees and court costs) of any and every kind or character, known or unknown, fixed or contingent, asserted against or incurred by any Bank at any time and from time to timetime including, including without limitation, those asserted or arising subsequent to the payment or other satisfaction of the LoansLoan, by reason of or arising out of the ownership, construction, occupancy, operation, use and maintenance of any of the collateral for the LoansLoan, including matters arising out of the negligence of any BankBanks; provided thatprovided, however, this indemnity shall not apply with respect to matters caused by or arising out of (i) with respect to each Bank, the gross negligence or willful misconduct of such Bank, as determined by a court of competent jurisdiction in a final, non-appealable judgment Banks (IT BEING THE EXPRESS INTENTION HEREBY THAT BANKS SHALL BE INDEMNIFIED FROM THE CONSEQUENCES OF THEIR ORDINARY NEGLIGENCE); and (ii) the construction, occupancy, operation, use and maintenance of the collateral for the Loans Loan by any owner, lessee or party in possession of the collateral for the Loans Loan subsequent to the ownership of the collateral for the Loans Loan by Borrower; any Credit Party, provided further thatfurther, however, that this subclause (ii) shall not exclude from the foregoing indemnity and agreement, liability, claims, demands, causes of action, loss, damage, costs and expenses imposed by reason of the ownership of the collateral for the Loans Loan by Banks after purchase by Banks at any foreclosure sale or transfer in lieu thereof from any Credit Party in partial or entire satisfaction of the Loans Loan (unless the same shall be solely attributable to the subsequent use of the collateral by Banks during their ownership thereof). The foregoing indemnity and agreement applies to the violation of any Applicable Environmental Law prior to the payment or other satisfaction of the Loans Loan and any act, omission, event or circumstance existing or occurring on or about the collateral for the Loans Loan (including including, without limitation, the presence on the collateral for the Loans Loan or release from the collateral for the Loans Loan of asbestos or other Hazardous Substances disposed of or otherwise present in or released prior to the payment or other satisfaction of the LoansLoan). It shall not be a defense to the covenant of Parent and Borrower to indemnify that the act, omission, event or circumstance did not constitute a violation of any Applicable Environmental Law at the time of its existence or occurrence. The provisions of this Section 8.10 shall survive the repayment of the Loans Loan and shall continue thereafter in full force and effect. In the event of the transfer of the Loans Loan or any portion thereof, Banks or any prior holder of the Loans Loan and any participants shall continue to be benefited benefitted by this indemnity and agreement with respect to the period of such holding of the LoansLoan.

Environmental Law Compliance and Indemnity. (a) Borrower will, and will cause each other Credit Party to, comply with all Applicable Environmental Laws, including (ai) all licensing, permitting, notification and similar requirements of Applicable Environmental Laws, and (bii) all provisions of Applicable Environmental Law regarding storage, discharge, release, transportation, treatment and disposal of Hazardous Substances, except in each case where the failure to comply could not reasonably be expected to have a Material Adverse Effect. Borrower will, and will cause each other Credit Party to, promptly pay and discharge when due all debts, claims, liabilities and obligations with respect to any clean-up or remediation measures necessary to comply in all material respects with Applicable Environmental Laws. Borrower hereby indemnifies and agrees to defend and hold Banks and their successors and assigns harmless from and against any and all claims, demands, causes of action, loss, damage, liabilities, costs and expenses (including reasonable attorneys’ fees and court costs) of any and every kind or character, known or unknown, fixed or contingent, asserted against or incurred by any Bank at any time and from time to time, including those asserted or arising subsequent to the payment or other satisfaction of the Loans, by reason of or arising out of the ownership, construction, occupancy, operation, use and maintenance of any of the collateral for the Loans, including matters arising out of the negligence of any Bank; provided that, this indemnity shall not apply with respect to matters caused by or arising out of (iA) with respect to each Bank, the gross negligence or willful misconduct of such Bank, as determined by a court of competent jurisdiction in a final, non-appealable judgment (IT BEING THE EXPRESS INTENTION HEREBY THAT BANKS SHALL BE INDEMNIFIED FROM THE CONSEQUENCES OF THEIR ORDINARY NEGLIGENCE); and (iiB) the construction, occupancy, operation, use and maintenance of the collateral for the Loans by any owner, lessee or party in possession of the collateral for the Loans subsequent to the ownership of the collateral for the Loans by Borrower; provided further that, this subclause (iiB) shall not exclude from the foregoing indemnity and agreement, liability, claims, demands, causes of action, loss, damage, costs and expenses imposed by reason of the ownership of the collateral for the Loans by Banks after purchase by Banks at any foreclosure sale or transfer in lieu thereof from any Credit Party in partial or entire satisfaction of the Loans (unless the same shall be solely attributable to the subsequent use of the collateral by Banks during their ownership thereof). The foregoing indemnity and agreement applies to the violation of any Applicable Environmental Law prior to the payment or other satisfaction of the Loans and any act, omission, event or circumstance existing or occurring on or about the collateral for the Loans (including the presence on the collateral for the Loans or release from the collateral for the Loans of asbestos or other Hazardous Substances disposed of or otherwise present in or released prior to the payment or other satisfaction of the Loans). It shall not be a defense to the covenant of Borrower to indemnify that the act, omission, event or circumstance did not constitute a violation of any Applicable Environmental Law at the time of its existence or occurrence. The provisions of this Section 8.10 shall survive the repayment of the Loans and shall continue thereafter in full force and effect. In the event of the transfer of the Loans or any portion thereof, Banks or any prior holder of the Loans and any participants shall continue to be benefited by this indemnity and agreement with respect to the period of such holding of the Loans.

Environmental Law Compliance and Indemnity. The Borrower willwill comply, and will cause each other Credit Party toof its Subsidiaries to comply, comply in all material respects with all Applicable Environmental LawsLaws binding on the Borrower or such Subsidiary, including including, without limitation, (a) all licensing, permitting, notification and similar requirements of Applicable Environmental Laws, and (b) all provisions of Applicable all Environmental Law Laws regarding storage, discharge, release, transportation, treatment and disposal of Hazardous Substances, except where the failure to comply could not reasonably be expected to have a Material Adverse Effect. The Borrower willwill promptly pay and discharge when due, and will cause each other Credit Party to, of its Subsidiaries to promptly pay and discharge when due due, all debts, claims, liabilities and obligations with respect to any clean-up or remediation measures necessary to comply with Applicable Environmental LawsLaws binding on the Borrower or any Subsidiary of the Borrower. The Borrower hereby indemnifies and agrees to indemnify, defend and hold Banks harmless each of the Banks, the Agent and their successors respective agents, affiliates, officers, directors, and assigns harmless employees from and against any and all claims, losses, demands, actions, causes of action, lossand liabilities whatsoever (including without limitation reasonable attorney's fees and expenses, damage, liabilities, and costs and expenses (including reasonable attorneys’ fees and court costs) reasonably incurred in investigating, preparing or defending against any litigation or claim, action, suit, proceeding or demand of any and every kind or character, known ) arising out of or unknown, fixed or contingent, asserted against or incurred resulting from the contamination by any Bank at Hazardous Substance or environmental pollutant in violation of, or noncompliance with, any time federal, state or local Environmental Laws, including without limitation violation of the Comprehensive Environmental Response, Compensation and Liability Act, as amended from time to time, including those asserted or arising subsequent of the Resource Conservation and Recovery Act, as amended from time to time, except to the payment extent that such claim, loss, demand, action, cause of action, or other satisfaction of the Loans, by reason of or arising out of the ownership, construction, occupancy, operation, use and maintenance of any of the collateral for the Loans, including matters arising out of the negligence of any Bank; provided that, this indemnity shall not apply with respect to matters liability was caused by or arising out of (i) with respect to each Bank, the gross negligence or willful misconduct of such Bank, as determined by a court of competent jurisdiction in a final, non-appealable judgment (IT BEING THE EXPRESS INTENTION HEREBY THAT BANKS SHALL BE INDEMNIFIED FROM THE CONSEQUENCES OF THEIR NEGLIGENCE); and (ii) the construction, occupancy, operation, use and maintenance of the collateral for the Loans by any owner, lessee or indemnified party in possession of the collateral for the Loans subsequent requesting indemnification pursuant to the ownership of the collateral for the Loans by Borrower; provided further that, this subclause (ii) shall not exclude from the foregoing indemnity and agreement, liability, claims, demands, causes of action, loss, damage, costs and expenses imposed by reason of the ownership of the collateral for the Loans by Banks after purchase by Banks at any foreclosure sale or transfer in lieu thereof from any Credit Party in partial or entire satisfaction of the Loans (unless the same shall be solely attributable to the subsequent use of the collateral by Banks during their ownership thereof). The foregoing indemnity and agreement applies to the violation of any Applicable Environmental Law prior to the payment or other satisfaction of the Loans and any act, omission, event or circumstance existing or occurring on or about the collateral for the Loans (including the presence on the collateral for the Loans or release from the collateral for the Loans of asbestos or other Hazardous Substances disposed of or otherwise present in or released prior to the payment or other satisfaction of the Loans). It shall not be a defense to the covenant of Borrower to indemnify that the act, omission, event or circumstance did not constitute a violation of any Applicable Environmental Law at the time of its existence or occurrence. The provisions of this Section 8.10 shall survive the repayment of the Loans and shall continue thereafter in full force and effect. In the event of the transfer of the Loans or any portion thereof, Banks or any prior holder of the Loans and any participants shall continue to be benefited by this indemnity and agreement with respect to the period of such holding of the Loans6.9.

Environmental Law Compliance and Indemnity. Borrower will, and will cause each other Credit Party of its Subsidiaries to, comply in all material respects with all Applicable Environmental Laws, including including, without limitation, (a) all licensing, permitting, notification and similar requirements of Applicable Environmental Laws, and (b) all provisions of Applicable Environmental Law regarding storage, discharge, release, transportation, treatment and disposal of Hazardous Substanceshazardous substances, except where the failure to comply could not reasonably be expected to have a Material Adverse Effectpetroleum, solid waste or other contaminants. Borrower will, and will cause each other Credit Party of its Subsidiaries to, promptly pay and discharge when due all debts, claims, liabilities and obligations with respect to any clean-up or remediation measures necessary to comply with Applicable Environmental Laws. Borrower hereby indemnifies and agrees to defend and hold Banks and their successors and assigns harmless from and against any and all claims, demands, causes of action, loss, damage, liabilities, costs and expenses (including reasonable attorneys’ fees and court costs) of any and every kind or character, known or unknown, fixed or contingent, asserted against or incurred by any Bank of the Banks at any time and from time to timetime including, including without limitation, those asserted or arising subsequent to the payment or other satisfaction of the LoansLoan, by reason of or arising out of the ownership, construction, occupancy, operation, use and maintenance of any of the collateral for the LoansLoan, including matters arising out of the negligence of any BankBanks; provided thatprovided, however, this indemnity shall not apply with respect to matters caused by or arising out of (i) with respect to each Bank, the gross negligence or willful misconduct of such Bank, as determined by a court of competent jurisdiction in a final, non-appealable judgment Banks (IT BEING THE EXPRESS INTENTION HEREBY THAT BANKS SHALL BE INDEMNIFIED FROM THE CONSEQUENCES OF THEIR NEGLIGENCE); and (ii) the construction, occupancy, operation, use and maintenance of the collateral for the Loans Loan by any owner, lessee or party in possession of the collateral for the Loans Loan subsequent to the ownership of the collateral for the Loans Loan by Borrower; Borrower or any of its Subsidiaries (as applicable), provided further thatfurther, however, that this subclause (ii) shall not exclude from the foregoing indemnity and agreement, liability, claims, demands, causes of action, loss, damage, costs and expenses imposed by reason of the ownership of the collateral for the Loans Loan by Banks after purchase by Banks at any foreclosure sale or transfer in lieu thereof from Borrower or any Credit Party Restricted Subsidiary in partial or entire satisfaction of the Loans Loan (unless the same shall be solely attributable to the subsequent use of the collateral by Banks during their ownership thereof). The foregoing indemnity and agreement applies to the violation of any Applicable Environmental Law prior to the payment or other satisfaction of the Loans Loan and any act, omission, event or circumstance existing or occurring on or about the collateral for the Loans Loan (including without limitation the presence on the collateral for the Loans Loan or release from the collateral for the Loans Loan of asbestos or other Hazardous Substances hazardous substances or solid waste disposed of or otherwise present in or released prior to the payment or other satisfaction of the LoansLoan). It shall not be a defense to the covenant of Borrower to indemnify that the act, omission, event or circumstance did not constitute a violation of any Applicable Environmental Law at the time of its existence or occurrence. The provisions of this Section 8.10 9.11 shall survive the repayment of the Loans Loan and shall continue thereafter in full force and effect. In the event of the transfer of the Loans Loan or any portion thereof, Banks or any prior holder of the Loans Loan and any participants shall continue to be benefited by this indemnity and agreement with respect to the period of such holding of the LoansLoan.

Environmental Law Compliance and Indemnity. Borrower will, and will cause each other Credit Party to, comply with all Applicable Environmental Laws, including (a) all licensing, permitting, notification and similar requirements of Applicable Environmental Laws, and (b) all provisions of Applicable Environmental Law regarding storage, discharge, release, transportation, treatment and disposal of Hazardous Substances, except where the failure Guarantor agrees to comply could not reasonably be expected to have a Material Adverse Effect. Borrower will, and will cause each other Credit Party to, promptly pay and discharge when due all debts, claims, liabilities and obligations with respect to any clean-up or remediation measures necessary for Borrower or any Guarantor to comply with Applicable Environmental LawsLaws affecting Borrower or any Guarantor, provided that, with respect to any single tract or parcel of real property, neither Borrower nor any Guarantor shall be required to take such action if failure to take such action would not have a material adverse effect on the financial condition of Borrower or any Guarantor or would, in the reasonable opinion of Administrative Agent, have the potential for creating any liability or claim against Administrative Agent or any of the Lenders. Borrower hereby indemnifies and agrees Guarantors hereby, jointly and severally, indemnify and agree to defend and hold Banks Agents and each Lender and their respective successors and assigns harmless from and against any and all claims, demands, causes of action, loss, damage, liabilities, costs and expenses (including reasonable attorneys’ ' fees and court costs) of any and every kind or character, known or unknown, fixed or contingent, asserted against or incurred by Agents or any Bank Lender at any time and from time to timetime including, including without limitation, those asserted or arising subsequent to the payment or other satisfaction of the LoansNotes and expiration of the Letters of Credit, by reason of or of, arising out of the ownership, construction, occupancy, operation, use and maintenance of or related in any of the collateral for the Loans, including matters arising out of the negligence of any Bank; provided that, this indemnity shall not apply with respect to matters caused by or arising out of (i) with respect to each Bank, the gross negligence or willful misconduct of such Bank, as determined by a court of competent jurisdiction in a final, non-appealable judgment (IT BEING THE EXPRESS INTENTION HEREBY THAT BANKS SHALL BE INDEMNIFIED FROM THE CONSEQUENCES OF THEIR NEGLIGENCE); and (ii) the construction, occupancy, operation, use and maintenance of the collateral for the Loans by any owner, lessee or party in possession of the collateral for the Loans subsequent way to the ownership failure of the collateral for the Loans by Borrower; provided further that, this subclause (ii) shall not exclude from the foregoing indemnity and agreement, liability, claims, demands, causes of action, loss, damage, costs and expenses imposed by reason of the ownership of the collateral for the Loans by Banks after purchase by Banks at Borrower or any foreclosure sale or transfer in lieu thereof from any Credit Party in partial or entire satisfaction of the Loans (unless the same shall be solely attributable Subsidiary to the subsequent use of the collateral by Banks during their ownership thereof). The foregoing indemnity and agreement applies to the violation of comply with any Applicable Environmental Law prior to or Agents' and Lenders' entering into this Agreement and the payment or other satisfaction of the Loans and any acttransactions herein contemplated, omissionINCLUDING MATTERS WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE (SOLE, event or circumstance existing or occurring on or about the collateral for the Loans (including the presence on the collateral for the Loans or release from the collateral for the Loans of asbestos or other Hazardous Substances disposed of or otherwise present in or released prior to the payment or other satisfaction of the Loans)COMPARATIVE, CONTINGENT OR OTHERWISE) OF ANY AGENT OR ANY LENDER OR FOR WHICH ANY AGENT OR ANY LENDER MAY HAVE STRICT LIABILITY, BUT EXCLUDING MATTERS ARISING OUT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY AGENT OR ANY LENDER. It shall not be a defense to the covenant of Borrower and Guarantors to indemnify that the act, omission, event or circumstance did not constitute a violation of any Applicable Environmental Law at the time of its existence or occurrence. The terms "hazardous substance" and "release" shall have the meanings specified in the Superfund Amendments and Reauthorization Act of 1986 ("XXXX"), and the terms "solid waste" and "disposed" shall have the meanings specified in the Resource Conservation and Recovery Act of 1976 ("RCRA"); provided, to the extent that any other applicable laws of the United States of America or political subdivision thereof establish a meaning for "hazardous substance," "release," "solid waste," or "disposed" which is broader than that specified in either XXXX or RCRA, such broader meaning shall apply. As used in this Agreement, "Applicable Environmental Law" shall mean and include the singular, and "Applicable Environmental Laws" shall mean and include the collective aggregate of the following: Any law, statute, ordinance, rule, regulation, order or determination of any governmental authority or any board of fire underwriters (or other body exercising similar functions), or any restrictive covenant or deed restriction (recorded or otherwise) affecting Borrower or any Guarantor pertaining to health, safety or the environment, including, without limitation, all applicable flood disaster laws and health, safety and environmental laws and regulations pertaining to health, safety or the environment, including without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, the Resource Conservation and Recovery Act of 1976, the Superfund Amendments and Reauthorization Act of 1986, the Occupational Safety and Health Act, the Texas Water Code, the Texas Solid Waste Disposal Act, the Texas Workers' Compensation Laws, and any federal, state or municipal laws, ordinances, regulations or law which may now or hereafter require removal of asbestos or other hazardous wastes from any property of Borrower or any Guarantor or impose any liability on Administrative Agent or any Lender related to asbestos or other hazardous wastes in any property of Borrower or any Guarantor. The provisions of this Section 8.10 7.7 shall survive the repayment of the Loans Notes and shall continue thereafter in full force and effectexpiration of the Letters of Credit. In the event of the transfer of the Loans Notes or any portion thereof, Banks each Lender or any prior holder of the Loans Notes and any participants shall continue to be benefited benefitted by this indemnity and agreement with respect to the period of such holding of the LoansNotes.

Environmental Law Compliance and Indemnity. (a) Borrower will, and will cause each other Credit Party to, comply with all Applicable Environmental Laws, including (ai) all licensing, permitting, notification and similar requirements of Applicable Environmental Laws, and (bii) all provisions of Applicable Environmental Law regarding storage, discharge, release, transportation, treatment and disposal of Hazardous Substances, except in each case where the failure to comply could not reasonably be expected to have a Material Adverse Effect. Borrower will, and will cause each other Credit Party to, promptly pay and discharge when due all debts, claims, liabilities and obligations with respect to any clean-up or remediation measures necessary to comply in all material respects with Applicable Environmental Laws. Borrower hereby indemnifies and agrees to defend and hold Banks and their successors and assigns harmless from and against any and all claims, demands, causes of action, loss, damage, liabilities, costs and expenses (including reasonable attorneys’ fees and court costs) of any and every kind or character, known or unknown, fixed or contingent, asserted against or incurred by any Bank at any time and from time to time, including those asserted or arising subsequent to the payment or other satisfaction of the Loans, by reason of or arising out of the ownership, construction, occupancy, operation, use and maintenance of any of the collateral for the Loans, including matters arising out of the negligence of any Bank; provided that, this indemnity shall 76 not apply with respect to matters caused by or arising out of (iA) with respect to each Bank, the gross negligence or willful misconduct of such Bank, as determined by a court of competent jurisdiction in a final, non-appealable judgment (IT BEING THE EXPRESS INTENTION HEREBY THAT BANKS SHALL BE INDEMNIFIED FROM THE CONSEQUENCES OF THEIR ORDINARY NEGLIGENCE); and (iiB) the construction, occupancy, operation, use and maintenance of the collateral for the Loans by any owner, lessee or party in possession of the collateral for the Loans subsequent to the ownership of the collateral for the Loans by Borrower; provided further that, this subclause (iiB) shall not exclude from the foregoing indemnity and agreement, liability, claims, demands, causes of action, loss, damage, costs and expenses imposed by reason of the ownership of the collateral for the Loans by Banks after purchase by Banks at any foreclosure sale or transfer in lieu thereof from any Credit Party in partial or entire satisfaction of the Loans (unless the same shall be solely attributable to the subsequent use of the collateral by Banks during their ownership thereof). The foregoing indemnity and agreement applies to the violation of any Applicable Environmental Law prior to the payment or other satisfaction of the Loans and any act, omission, event or circumstance existing or occurring on or about the collateral for the Loans (including the presence on the collateral for the Loans or release from the collateral for the Loans of asbestos or other Hazardous Substances disposed of or otherwise present in or released prior to the payment or other satisfaction of the Loans). It shall not be a defense to the covenant of Borrower to indemnify that the act, omission, event or circumstance did not constitute a violation of any Applicable Environmental Law at the time of its existence or occurrence. The provisions of this Section 8.10 shall survive the repayment of the Loans and shall continue thereafter in full force and effect. In the event of the transfer of the Loans or any portion thereof, Banks or any prior holder of the Loans and any participants shall continue to be benefited by this indemnity and agreement with respect to the period of such holding of the Loans.

Environmental Law Compliance and Indemnity. Borrower will, and will cause each other Credit Party to, comply with all Applicable Environmental Laws, including (a) all licensing, permitting, notification and similar requirements of Applicable Environmental Laws, and (b) all provisions of Applicable Environmental Law regarding storage, discharge, release, transportation, treatment and disposal of Hazardous Substances, except where the failure Subsidiary agree to comply could not reasonably be expected to have a Material Adverse Effect. Borrower will, and will cause each other Credit Party to, promptly pay and discharge when due all debts, claims, liabilities and obligations with respect to any clean-up or remediation measures necessary for it to comply with Applicable Environmental LawsLaws affecting it. Borrower hereby indemnifies and agrees to defend and hold Banks Lender and their its successors and assigns harmless from and against any and all claims, demands, causes of action, loss, damage, liabilities, costs and expenses (including reasonable attorneys’ ' fees and court costs) of any and every kind or character, known or unknown, fixed or contingent, asserted against or incurred by any Bank Lender at any time and from time to timetime including, including without limitation, those asserted or arising subsequent to the payment or other satisfaction of the LoansNote, by reason of or of, arising out of or related in any way to Lender's entering into this Agreement and the ownershiptransactions herein contemplated, constructionINCLUDING MATTERS ARISING OUT OF THE ORDINARY NEGLIGENCE OF LENDER (WHETHER SOLE, occupancyCONTRIBUTORY, operationCOMPARATIVE OR OTHERWISE), use and maintenance of any of the collateral for the Loans, including matters arising out of the negligence of any Bank; provided that, this indemnity shall not apply with respect to matters caused by or arising out of (i) with respect to each Bank, the gross negligence or willful misconduct of such Bank, as determined by a court of competent jurisdiction in a final, non-appealable judgment (IT BEING BUT EXCLUDING MATTERS ARISING OUT OF THE EXPRESS INTENTION HEREBY THAT BANKS SHALL BE INDEMNIFIED FROM THE CONSEQUENCES GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THEIR NEGLIGENCE); and (ii) the construction, occupancy, operation, use and maintenance of the collateral for the Loans by any owner, lessee or party in possession of the collateral for the Loans subsequent to the ownership of the collateral for the Loans by Borrower; provided further that, this subclause (ii) shall not exclude from the foregoing indemnity and agreement, liability, claims, demands, causes of action, loss, damage, costs and expenses imposed by reason of the ownership of the collateral for the Loans by Banks after purchase by Banks at any foreclosure sale or transfer in lieu thereof from any Credit Party in partial or entire satisfaction of the Loans (unless the same shall be solely attributable to the subsequent use of the collateral by Banks during their ownership thereof). The foregoing indemnity and agreement applies to the violation of any Applicable Environmental Law prior to the payment or other satisfaction of the Loans and any act, omission, event or circumstance existing or occurring on or about the collateral for the Loans (including the presence on the collateral for the Loans or release from the collateral for the Loans of asbestos or other Hazardous Substances disposed of or otherwise present in or released prior to the payment or other satisfaction of the Loans)LENDER. It shall not be a defense to the covenant of Borrower to indemnify that the act, omission, event or circumstance did not constitute a violation of any Applicable Environmental Law at the time of its existence or occurrence. The terms "HAZARDOUS SUBSTANCE" and "RELEASE" shall have the meanings specified in the Superfund Amendments and Reauthorization Act of 1986 ("XXXX"), and the terms "SOLID WASTE" and "DISPOSED" shall have the meanings specified in the Resource Conservation and Recovery Act of 1976 ("RCRA"); provided, to the extent that any other applicable laws of the United States of America or political subdivision thereof establish a meaning for "hazardous substance," "release," "solid waste," or "disposed" which is broader than that specified in either XXXX or RCRA, such broader meaning shall apply. As used in this Agreement, "APPLICABLE ENVIRONMENTAL LAW" shall mean and include the singular, and "APPLICABLE ENVIRONMENTAL LAWS" shall mean and include the collective aggregate of the following: Any law, statute, ordinance, rule, regulation, order or determination of any governmental authority or any board of fire underwriters (or other body exercising similar functions), or any restrictive covenant or deed restriction (recorded or otherwise) affecting Borrower REVOLVING CREDIT AGREEMENT 36 pertaining to health, safety or the environment, including, without limitation, all applicable flood disaster laws and health, safety and environmental laws and regulations pertaining to health, safety or the environment, including without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 ("CERCLA"), the Resource Conservation and Recovery Act of 1976, the Superfund Amendments and Reauthorization Act of 1986, the Occupational Safety and Health Act, the Texas Water Code, the Texas Solid Waste Disposal Act, the Texas Workers' Compensation Laws, and any federal, state or municipal laws, ordinances, regulations or law which may now or hereafter require removal of asbestos or other hazardous wastes from any property of Borrower or any Subsidiary or impose any liability on Lender related to asbestos or other hazardous wastes in any property of Borrower or any Subsidiary. The provisions of this Section 8.10 SECTION 7.12 shall survive the repayment of the Loans and shall continue thereafter in full force and effectNote. In the event of the transfer of the Loans Note or any portion thereof, Banks Lender or any prior holder of the Loans Note and any participants shall continue to be benefited benefitted by this indemnity and agreement with respect to the period of such holding of the LoansNote.

Environmental Law Compliance and Indemnity. Borrower will, and will cause each other Credit Party to, comply with all Applicable Environmental Laws, including (a) all licensing, permitting, notification and similar requirements of Applicable Environmental Laws, and (b) all provisions of Applicable Environmental Law regarding storage, discharge, release, transportation, treatment and disposal of Hazardous Substances, except where the failure to comply could not reasonably be expected to have a Material Adverse Effect. Borrower will, and will cause each other Credit Party to, promptly pay and discharge when due all debts, claims, liabilities and obligations with respect to any clean-up or remediation measures necessary to comply with Applicable Environmental Laws. Borrower Xxxxxxxx hereby indemnifies and agrees to defend and hold Banks Xxxxx and their successors and assigns harmless from and against any and all claims, demands, causes of action, loss, damage, liabilities, costs and expenses (including reasonable attorneys’ fees and court costs) of any and every kind or character, known or unknown, fixed or contingent, asserted against or incurred by any Bank at any time and from time to time, including those asserted or arising subsequent to the payment or other satisfaction of the Loans, by reason of or arising out of the ownership, construction, occupancy, operation, use and maintenance of any of the collateral for the Loans, including matters arising out of the negligence of any Bank; provided that, this indemnity shall not apply with respect to matters caused by or arising out of (i) with respect to each Bank, the gross negligence or willful misconduct of such Bank, as determined by a court of competent jurisdiction in a final, non-appealable judgment (IT BEING THE EXPRESS INTENTION HEREBY THAT BANKS SHALL BE INDEMNIFIED FROM THE CONSEQUENCES OF THEIR NEGLIGENCE); and (ii) the construction, occupancy, operation, use and maintenance of the collateral for the Loans by any owner, lessee or party in possession of the collateral for the Loans subsequent to the ownership of the collateral for the Loans by BorrowerXxxxxxxx; provided further that, this subclause (ii) shall not exclude from the foregoing indemnity and agreement, liability, claims, demands, causes of action, loss, damage, costs and expenses imposed by reason of the ownership of the collateral for the Loans by Banks after purchase by Banks at any foreclosure sale or transfer in lieu thereof from any Credit Party in partial or entire satisfaction of the Loans (unless the same shall be solely attributable to the subsequent use of the collateral by Banks Xxxxx during their ownership thereof). The foregoing indemnity and agreement applies to the violation of any Applicable Environmental Law prior to the payment or other satisfaction of the Loans and any act, omission, event or circumstance existing or occurring on or about the collateral for the Loans (including the presence on the collateral for the Loans or release from the collateral for the Loans of asbestos or other Hazardous Substances disposed of or otherwise present in or released prior to the payment or other satisfaction of the Loans). It shall not be a defense to the covenant of Borrower to indemnify that the act, omission, event or circumstance did not constitute a violation of any Applicable Environmental Law at the time of its existence or occurrence. The provisions of this Section 8.10 shall survive the repayment of the Loans and shall continue thereafter in full force and effect. In the event of the transfer of the Loans or any portion thereof, Banks or any prior holder of the Loans and any participants shall continue to be benefited by this indemnity and agreement with respect to the period of such holding of the Loans.

Environmental Law Compliance and Indemnity. Borrower will, and will cause each other Credit Party to, comply with all Applicable Environmental Laws, including (a) all licensing, permitting, notification and similar requirements of Applicable Environmental Laws, and (b) all provisions of Applicable Environmental Law regarding storage, discharge, release, transportation, treatment and disposal of Hazardous Substances, except where the failure Borrowers agree to comply could not reasonably be expected to have a Material Adverse Effect. Borrower will, and will cause each other Credit Party to, promptly pay and discharge when due all debts, claims, liabilities and obligations with respect to any clean-up or remediation measures necessary for any Borrower to comply with Applicable Environmental LawsLaws affecting any Borrower, provided that, with respect to any single tract or parcel of real property, any Borrower shall not be required to take such action if failure to take such action would not have a material adverse effect on the financial condition of any Borrower or would, in the reasonable opinion of Agent, have the potential for creating any liability or claim against Agent or any of the Lenders. Borrower Borrowers hereby indemnifies indemnify and agrees agree to defend and hold Banks Agent and their each Lender and its successors and assigns harmless from and against any and all claims, demands, causes of action, loss, damage, liabilities, costs and expenses (including reasonable attorneys’ ' fees and court costs) of any and every kind or character, known or unknown, fixed or contingent, asserted against or incurred by Agent or any Bank Lender at any time and from time to timetime including, including without limitation, those asserted or arising subsequent to the payment or other satisfaction of the LoansNotes and expiration of the Letters of Credit, by reason of or of, arising out of or related in any way to Agent's and Lenders' entering into this Agreement and the ownershiptransactions herein contemplated, constructionINCLUDING MATTERS ARISING OUT OF THE ORDINARY NEGLIGENCE OF AGENT OR ANY LENDER, occupancy, operation, use and maintenance of any of the collateral for the Loans, including matters arising out of the negligence of any Bank; provided that, this indemnity shall not apply with respect to matters caused by or arising out of (i) with respect to each Bank, the gross negligence or willful misconduct of such Bank, as determined by a court of competent jurisdiction in a final, non-appealable judgment (IT BEING BUT EXCLUDING MATTERS ARISING OUT OF THE EXPRESS INTENTION HEREBY THAT BANKS SHALL BE INDEMNIFIED FROM THE CONSEQUENCES GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THEIR NEGLIGENCE); and (ii) the construction, occupancy, operation, use and maintenance of the collateral for the Loans by any owner, lessee or party in possession of the collateral for the Loans subsequent to the ownership of the collateral for the Loans by Borrower; provided further that, this subclause (ii) shall not exclude from the foregoing indemnity and agreement, liability, claims, demands, causes of action, loss, damage, costs and expenses imposed by reason of the ownership of the collateral for the Loans by Banks after purchase by Banks at any foreclosure sale or transfer in lieu thereof from any Credit Party in partial or entire satisfaction of the Loans (unless the same shall be solely attributable to the subsequent use of the collateral by Banks during their ownership thereof). The foregoing indemnity and agreement applies to the violation of any Applicable Environmental Law prior to the payment or other satisfaction of the Loans and any act, omission, event or circumstance existing or occurring on or about the collateral for the Loans (including the presence on the collateral for the Loans or release from the collateral for the Loans of asbestos or other Hazardous Substances disposed of or otherwise present in or released prior to the payment or other satisfaction of the Loans)AGENT OR ANY LENDER. It shall not be a defense to the covenant of Borrower Borrowers to indemnify that the act, omission, event or circumstance did not constitute a violation of any Applicable Environmental Law at the time of its existence or occurrence. The terms "hazardous substance" and "release" shall have the meanings specified in the Superfund Amendments and Reauthorization Act of 1986 ("XXXX"), and the terms "solid waste" and "disposed" shall have the meanings specified in the Resource Conservation and Recovery Act of 1976 ("RCRA"); provided, to the extent that any other applicable laws of the United States of America or political subdivision thereof establish a meaning for "hazardous substance," "release," "solid waste," or "disposed" which is broader than that specified in either XXXX or RCRA, such broader meaning shall apply. As used in this Agreement, "Applicable Environmental Law" shall mean and include the singular, and "Applicable Environmental Laws" shall mean and include the collective aggregate of the following: Any law, statute, ordinance, rule, regulation, order or determination of any governmental authority or any board of fire underwriters (or other body exercising similar functions), or any restrictive covenant or deed restriction (recorded or otherwise) affecting any Borrower pertaining to health, safety or the environment, including, without limitation, all applicable flood disaster laws and health, safety and environmental laws and regulations pertaining to health, safety or the environment, including without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 ("CERCLA"), the Resource Conservation and Recovery Act of 1976, the Superfund Amendments and Reauthorization Act of 1986, the Occupational Safety and Health Act, the Texas Water Code, the Texas Solid Waste Disposal Act, the Texas Workers' Compensation Laws, and any federal, state or municipal laws, ordinances, regulations or law which may now or hereafter require removal of asbestos or other hazardous wastes from any property of any Borrower or impose any liability on Agent or any Lender related to asbestos or other hazardous wastes in any property of any Borrower. The provisions of this Section 8.10 7.7 shall survive the repayment of the Loans Notes and shall continue thereafter in full force and effectexpiration of the Letters of Credit. In the event of the transfer of the Loans Notes or any portion thereof, Banks each Lender or any prior holder of the Loans Notes and any participants shall continue to be benefited benefitted by this indemnity and agreement with respect to the period of such holding of the LoansNotes.

Environmental Law Compliance and Indemnity. Borrower will, and will cause each other Credit Party to, comply with all Applicable Environmental Laws, including (a) all licensing, permitting, notification and similar requirements of Applicable Environmental Laws, and (b) all provisions of Applicable Environmental Law regarding storage, discharge, release, transportation, treatment and disposal of Hazardous Substances, except where the failure Guarantor agrees to comply could not reasonably be expected to have a Material Adverse Effect. Borrower will, and will cause each other Credit Party to, promptly pay and discharge when due all debts, claims, liabilities and obligations with respect to any clean-up or remediation measures necessary for Borrower or any Guarantor to comply with Applicable Environmental LawsLaws affecting Borrower or any Guarantor, provided that, with respect to any single tract or parcel of real property, neither Borrower nor any Guarantor shall be required to take such action if failure to take such action would not have a material adverse effect on the financial condition of Borrower or any Guarantor or would, in the reasonable opinion of Administrative Agent, have the potential for creating any liability or claim against Administrative Agent or any of the Lenders. Borrower hereby indemnifies and agrees Guarantors hereby, jointly and severally, indemnify and agree to defend and hold Banks Agents and each Lender and their respective successors and assigns harmless from and against any and all claims, demands, causes of action, loss, damage, liabilities, costs and expenses (including reasonable attorneys’ ' fees and court costs) of any and every kind or character, known or unknown, fixed or contingent, asserted against or incurred by Agents or any Bank Lender at any time and from time to timetime including, including without limitation, those asserted or arising subsequent to the payment or other satisfaction of the LoansNotes and expiration of the Letters of Credit, by reason of or of, arising out of the ownership, construction, occupancy, operation, use and maintenance of or related in any of the collateral for the Loans, including matters arising out of the negligence of any Bank; provided that, this indemnity shall not apply with respect to matters caused by or arising out of (i) with respect to each Bank, the gross negligence or willful misconduct of such Bank, as determined by a court of competent jurisdiction in a final, non-appealable judgment (IT BEING THE EXPRESS INTENTION HEREBY THAT BANKS SHALL BE INDEMNIFIED FROM THE CONSEQUENCES OF THEIR NEGLIGENCE); and (ii) the construction, occupancy, operation, use and maintenance of the collateral for the Loans by any owner, lessee or party in possession of the collateral for the Loans subsequent way to the ownership failure of the collateral for the Loans by Borrower; provided further that, this subclause (ii) shall not exclude from the foregoing indemnity and agreement, liability, claims, demands, causes of action, loss, damage, costs and expenses imposed by reason of the ownership of the collateral for the Loans by Banks after purchase by Banks at Borrower or any foreclosure sale or transfer in lieu thereof from any Credit Party in partial or entire satisfaction of the Loans (unless the same shall be solely attributable Subsidiary to the subsequent use of the collateral by Banks during their ownership thereof). The foregoing indemnity and agreement applies to the violation of comply with any Applicable Environmental Law prior to or Agents' and Lenders' entering into this Agreement and the payment or other satisfaction of the Loans and any acttransactions herein contemplated, omissionINCLUDING MATTERS WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE (SOLE, event or circumstance existing or occurring on or about the collateral for the Loans (including the presence on the collateral for the Loans or release from the collateral for the Loans of asbestos or other Hazardous Substances disposed of or otherwise present in or released prior to the payment or other satisfaction of the Loans)COMPARATIVE, CONTINGENT OR OTHERWISE) OF ANY AGENT OR ANY LENDER OR FOR WHICH ANY AGENT OR ANY LENDER MAY HAVE STRICT LIABILITY, BUT EXCLUDING MATTERS ARISING OUT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY AGENT OR ANY LENDER. It shall not be a defense to the covenant of Borrower and Guarantors to indemnify that the act, omission, event or circumstance did not constitute a violation of any Applicable Environmental Law at the time of its existence or occurrence. The provisions terms "hazardous substance" and "release" shall have the meanings specified in the Superfund Amendments and Reauthorization Act of this Section 8.10 1986 ("SARA"), and the terms "solid waste" and "disposed" shall survive have the repayment meanings specified in the Resource Conservation and Recovery Act of 1976 ("RCRA"); provided, to the extent that any other applicable laws of the Loans and shall continue thereafter in full force and effect. In the event United States of the transfer of the Loans America or any portion thereof, Banks political subdivision thereof establish a meaning for "hazardous substance," "release," "solid waste," or any prior holder of the Loans and any participants shall continue to be benefited by this indemnity and agreement with respect to the period of such holding of the Loans."disposed" which is broader than that specified

Environmental Law Compliance and Indemnity. Borrower will, and will cause each other Credit Party to, comply with all Applicable Environmental Laws, including (a) all licensing, permitting, notification and similar requirements of Applicable Environmental Laws, and (b) all provisions of Applicable Environmental Law regarding storage, discharge, release, transportation, treatment and disposal of Hazardous Substances, except where the failure Guarantor agree to comply could not reasonably be expected to have a Material Adverse Effect. Borrower will, and will cause each other Credit Party to, promptly pay and discharge when due all debts, claims, liabilities and obligations with respect to any clean-up or remediation measures necessary for Borrower or any Guarantor to comply with Applicable Environmental LawsLaws affecting Borrower or any Guarantor, provided that, with respect to any single tract or parcel of real property, neither Borrower nor any Guarantor shall be required to take such action if failure to take such action would not have a material adverse effect on the financial condition of Borrower or any Guarantor or would, in the reasonable opinion of Agent, have the potential for creating any liability or claim against Agent or any of the Lenders. Borrower hereby indemnifies and agrees Guarantors hereby, jointly and severally, indemnify and agree to defend and hold Banks Agent and their each Lender and its successors and assigns harmless from and against any and all claims, demands, causes of action, loss, damage, liabilities, costs and expenses (including reasonable attorneys’ ' fees and court costs) of any and every kind or character, known or unknown, fixed or contingent, asserted against or incurred by Agent or any Bank Lender at any time and from time to timetime including, including without limitation, those asserted or arising subsequent to the payment or other satisfaction of the LoansNotes and expiration of the Letters of Credit, by reason of or of, arising out of or related in any way to Agent's and Lenders' entering into this Agreement and the ownershiptransactions herein contemplated, constructionINCLUDING MATTERS WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE ORDINARY NEGLIGENCE OF AGENT OR ANY LENDER OR FOR WHICH AGENT OR ANY LENDER MAY HAVE STRICT LIABILITY, occupancy, operation, use and maintenance of any of the collateral for the Loans, including matters arising out of the negligence of any Bank; provided that, this indemnity shall not apply with respect to matters caused by or arising out of (i) with respect to each Bank, the gross negligence or willful misconduct of such Bank, as determined by a court of competent jurisdiction in a final, non-appealable judgment (IT BEING BUT EXCLUDING MATTERS ARISING OUT OF THE EXPRESS INTENTION HEREBY THAT BANKS SHALL BE INDEMNIFIED FROM THE CONSEQUENCES GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THEIR NEGLIGENCE); and (ii) the construction, occupancy, operation, use and maintenance of the collateral for the Loans by any owner, lessee or party in possession of the collateral for the Loans subsequent to the ownership of the collateral for the Loans by Borrower; provided further that, this subclause (ii) shall not exclude from the foregoing indemnity and agreement, liability, claims, demands, causes of action, loss, damage, costs and expenses imposed by reason of the ownership of the collateral for the Loans by Banks after purchase by Banks at any foreclosure sale or transfer in lieu thereof from any Credit Party in partial or entire satisfaction of the Loans (unless the same shall be solely attributable to the subsequent use of the collateral by Banks during their ownership thereof). The foregoing indemnity and agreement applies to the violation of any Applicable Environmental Law prior to the payment or other satisfaction of the Loans and any act, omission, event or circumstance existing or occurring on or about the collateral for the Loans (including the presence on the collateral for the Loans or release from the collateral for the Loans of asbestos or other Hazardous Substances disposed of or otherwise present in or released prior to the payment or other satisfaction of the Loans)AGENT OR ANY LENDER. It shall not be a defense to the covenant of Borrower and Guarantors to indemnify that the act, omission, event or circumstance did not constitute a violation of any Applicable Environmental Law at the time of its existence or occurrence. The terms "hazardous substance" and "release" shall have the meanings specified in the Superfund Amendments and Reauthorization Act of 1986 ("XXXX"), and the terms "solid waste" and "disposed" shall have the meanings specified in the Resource Conservation and Recovery Act of 1976 ("RCRA"); provided, to the extent that any other applicable laws of the United States of America or political subdivision thereof establish a meaning for "hazardous substance," "release," "solid waste," or "disposed" which is broader than that specified in either XXXX or RCRA, such broader meaning shall apply. As used in this Agreement, "Applicable Environmental Law" shall mean and include the singular, and "Applicable Environmental Laws" shall mean and include the collective aggregate of the following: Any law, statute, ordinance, rule, regulation, order or determination of any governmental authority or any board of fire underwriters (or other body exercising similar functions), or any restrictive covenant or deed restriction (recorded or otherwise) affecting Borrower or any Guarantor pertaining to health, safety or the environment, including, without limitation, all applicable flood disaster laws and health, safety and environmental laws and regulations pertaining to health, safety or the environment, including without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, the Resource Conservation and Recovery Act of 1976, the Superfund Amendments and Reauthorization Act of 1986, the Occupational Safety and Health Act, the Texas Water Code, the Texas Solid Waste Disposal Act, the Texas Workers' Compensation Laws, and any federal, state or municipal laws, ordinances, regulations or law which may now or hereafter require removal of asbestos or other hazardous wastes from any property of Borrower or any Guarantor or impose any liability on Agent or any Lender related to asbestos or other hazardous wastes in any property of Borrower or any Guarantor. The provisions of this Section 8.10 7.7 shall survive the repayment of the Loans Notes and shall continue thereafter in full force and effectexpiration of the Letters of Credit. In the event of the transfer of the Loans Notes or any portion thereof, Banks each Lender or any prior holder of the Loans Notes and any participants shall continue to be benefited benefitted by this indemnity and agreement with respect to the period of such holding of the LoansNotes.