Common use of Environmental Remediation and Indemnification Clause in Contracts

Environmental Remediation and Indemnification. If at any time any Hazardous Material is discovered on, under or about any Mortgaged Property or any other property owned or operated by the Company or any Subsidiary (“Other Property”) and failure to remediate the same would cause the Company or any Subsidiary to be in violation of any Environmental Law that could reasonably be expected to have a Material Adverse Effect, the Company will inform the Holders of the same and of the Company’s proposed remediation program, and the Company or such Subsidiary will, at no cost and expense to the Collateral Agent or the Holders, and only to the extent of any legal requirement under applicable Environmental Laws for the Company or such Subsidiary to do so, remediate or remove such Hazardous Materials from such Mortgaged Property or Other Property or the groundwater underlying such Mortgaged Property or Other Property in accordance with (i) such remediation program as a prudent operator would undertake, (ii) the approval of the appropriate Governmental Persons, if any such approval is required under the applicable Environmental Laws, and (iii) all applicable Environmental Laws the noncompliance with which could reasonably be expected to have a Material Adverse Effect. The Company and any Subsidiary shall have the right to contest any notice or directive by any appropriate Governmental Person to remediate or remove Hazardous Materials from any Mortgaged Property or Other Property so long as the Company or such Subsidiary diligently prosecutes such contest to completion and complies with any final order or determination. The Company shall be solely responsible for, and will indemnify and hold harmless the Collateral Agent and the Holders and their respective directors, officers, employees, agents, successors and assigns from and against, any and all losses, damages, demands, claims, causes of action, judgments, actions, assessments, penalties, costs, expenses and liabilities to the extent that they directly or indirectly arise out of or are attributable to the release of any Hazardous Materials at any Mortgaged Property or Other Property, including the following: (a) all foreseeable and unforeseeable consequential damages; (b) the costs of any repair, cleanup or detoxification of any Mortgaged Property or Other Property required by any applicable Environmental Laws, and the preparation and implementation of any closure, remedial or other plans required by any applicable Environmental Laws; and (c) all reasonable costs and expenses incurred by the Collateral Agent or any Holder in connection with clauses (a) and (b) above, including reasonable attorneys’ fees; provided, however, that the Company shall not be liable for any of the foregoing if a final, nonappealable judgment by a court of competent jurisdiction finds that such release of Hazardous Materials resulted from the gross negligence or willful misconduct of the Collateral Agent or a Holder. The indemnities provided in this paragraph 5M shall survive the repayment or any other satisfaction of the Obligations of the Company under the Loan Documents.

Environmental Remediation and Indemnification. If at any time any Hazardous Material is discovered on, under or about any Mortgaged Property or any other property owned or operated by the Company Borrower or any Subsidiary (“"Other Property”") and failure to remediate the same would cause the Company or any Subsidiary to be in violation of any Environmental Law that could reasonably be expected to have a Material Adverse EffectLaw, the Company Borrower will inform the Holders Administrative Agent of the same and of the Company’s Borrower's proposed remediation program, and the Company or such Subsidiary Borrower will, at no its sole cost and expense to the Collateral Agent or the Holders, and only to the extent of any legal requirement under applicable Environmental Laws for the Company or such Subsidiary to do soexpense, remediate or remove such Hazardous Materials from such Mortgaged Property or Other Property or the groundwater underlying such Mortgaged Property or Other Property in accordance with (ia) such remediation program as a prudent operator would undertake, (iib) the approval of the appropriate Governmental Persons, if any such approval is required under the applicable Environmental Laws, and (iiic) all applicable Environmental Laws Laws. In addition to all other rights and remedies of the noncompliance with which could reasonably be expected Administrative Agent and the Banks under the Credit Documents, if such Hazardous Materials are not remediated or removed from the affected Mortgaged Property or Other Property or the groundwater underlying such Mortgaged Property or Other Property by the Borrower within the time periods contemplated by the applicable remediation program, the Administrative Agent, at its sole discretion, may pay to have a Material Adverse Effectthe same remediated or removed in accordance with the applicable remediation program, and the Borrower will reimburse the Administrative Agent therefor within 5 days of the Administrative Agent's demand for payment. The Company and any Subsidiary Borrower shall have the right to contest any notice or directive by any appropriate Governmental Person to remediate or remove Hazardous Materials from any Mortgaged Property or Other Property so long as the Company or such Subsidiary Borrower diligently prosecutes such contest to completion and completion, complies with any final order or determinationdetermination and, before such contest, either furnishes the Administrative Agent security in an amount equal to the cost of remediation or removal of the Hazardous Materials or posts a bond with a surety satisfactory to the Administrative Agent in such amount. The Company Borrower shall be solely responsible for, and will indemnify and hold harmless the Collateral Administrative Agent and the Holders Banks and their respective directors, officers, employees, agents, successors and assigns from and against, any and all losses, damages, demands, claims, causes of action, judgments, actions, assessments, penalties, costs, expenses and liabilities to the extent that they directly or indirectly arise arising out of or are attributable to the release of any Hazardous Materials at any Mortgaged Property or Other Property, including the following: (ai) all foreseeable and unforeseeable consequential damages; (bii) the costs of any required or necessary repair, cleanup or detoxification of any Mortgaged Property or Other Property required by any applicable Environmental LawsProperty, and the preparation and implementation of any closure, remedial or other plans required by any applicable Environmental Lawsplans; and (ciii) all reasonable costs and expenses incurred by the Collateral Administrative Agent or any Holder in connection with clauses (ai) and (bii) above, including reasonable attorneys’ ' fees; provided, however, that the Company Borrower shall not be liable for any of the foregoing if that is found in a final, nonappealable judgment by a court of competent jurisdiction finds that such release of Hazardous Materials to have resulted from the gross negligence or willful misconduct of the Collateral Administrative Agent or a HolderBank after taking possession of a Mortgaged Property. The indemnities provided in this paragraph 5M section shall survive the repayment or any other satisfaction of the Obligations of the Company Borrower under the Loan Credit Documents.

Environmental Remediation and Indemnification. If at any time any Hazardous Material Substance is discovered on, under under, or about any Mortgaged Property real property subject to any Mortgage or any other real property owned or operated by the Company Borrower or any Subsidiary of its Subsidiaries (“"Other Property”") and failure to remediate the same would cause the Company or any Subsidiary to be in violation of any Environmental Law that could reasonably be expected to have a Material Adverse Effectin any material respect, the Company Borrower will inform the Holders Administrative Agent of the same and of the Company’s Borrower's proposed remediation programresponse as required under Environmental Law, including, without limitation, the performance of any required investigatory or remedial activity, and the Company or such Subsidiary Borrower will, at no its sole cost and expense to the Collateral Agent or the Holdersexpense, and only to the extent of any legal requirement under applicable Environmental Laws for the Company or such Subsidiary to do so, remediate remedy or remove such Hazardous Materials Substances from such real property or Other Property or the groundwater underlying such real property or Other Property in accordance with (a) the approval of the appropriate Governmental Authority, if any such approval is required under Environmental Laws, and (b) all Environmental Laws. In addition to all other rights and remedies of the Administrative Agent and the Banks under the Credit Documents, but subject to the Borrower's or the applicable Subsidiaries' right to contest the performance of any such response, as further described in this Section 5.12, if such Hazardous Substances require remediation or removal as set forth in this Section 5.12 but has not been remedied or removed from the affected Mortgaged Property or Other Property or the groundwater underlying such Mortgaged Property or Other Property by the Borrower within the time periods contemplated by the applicable response, the Administrative Agent may, at its sole discretion and after giving the Borrower written notification of its intention to self-implement any required response, pay to have the same remedied or removed in accordance with (i) such the applicable remediation program as a prudent operator would undertakeprogram, (ii) and the approval Borrower will reimburse the Administrative Agent therefore within ten days of the appropriate Governmental Persons, if any such approval is required under the applicable Environmental Laws, and (iii) all applicable Environmental Laws the noncompliance with which could reasonably be expected to have a Material Adverse EffectAdministrative Agent's demand for payment. The Company and any Subsidiary Borrower shall have the right to contest any notice notice, directive or directive by other demand of any appropriate third party, including without limitation, any Governmental Person Authority, to remediate remedy or remove Hazardous Materials Substances from any Mortgaged Property subject to a Mortgage or any Other Property so long as the Company or such Subsidiary Borrower diligently prosecutes such contest to completion and completion, complies with any final order or determination. The Company shall be solely responsible fordetermination and, and will indemnify and hold harmless before such contest, either furnishes the Collateral Administrative Agent and the Holders and their respective directors, officers, employees, agents, successors and assigns from and against, any and all losses, damages, demands, claims, causes of action, judgments, actions, assessments, penalties, costs, expenses and liabilities security in an amount equal to the extent that they directly cost of remediation or indirectly arise out removal of the Hazardous Substances or are attributable posts a bond with a surety satisfactory to the release of any Hazardous Materials at any Mortgaged Property or Other PropertyAdministrative Agent in such amount. THE BORROWER SHALL BE SOLELY RESPONSIBLE FOR, including the followingAND WILL INDEMNIFY AND HOLD HARMLESS THE ADMINISTRATIVE AGENT AND EACH BANK AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS FROM AND AGAINST, ANY AND ALL LOSSES, DAMAGES, DEMANDS, CLAIMS, CAUSES OF ACTION, JUDGMENTS, ACTIONS, ASSESSMENTS, PENALTIES, COSTS, EXPENSES AND LIABILITIES DIRECTLY OR INDIRECTLY ARISING OUT OF OR ATTRIBUTABLE TO ANY HAZARDOUS SUBSTANCES AT ANY REAL PROPERTY SUBJECT TO A MORTGAGE OR ANY OTHER PROPERTY, INCLUDING, WITHOUT LIMITATION, THE FOLLOWING: (aY) all foreseeable and unforeseeable consequential damagesTHE COSTS OF ANY REPAIR, CLEANUP OR DETOXIFICATION OF ANY MORTGAGED PROPERTY OR OTHER PROPERTY REQUIRED UNDER ENVIRONMENTAL LAW, AND THE PREPARATION AND IMPLEMENTATION OF ANY CLOSURE, REMEDIAL OR OTHER PLANS REQUIRED UNDER ENVIRONMENTAL LAW; AND (bZ) the costs of any repairALL REASONABLE COSTS AND EXPENSES INCURRED BY THE ADMINISTRATIVE AGENT OR A BANK IN CONNECTION WITH CLAUSE (Y) ABOVE, cleanup or detoxification of any Mortgaged Property or Other Property required by any applicable Environmental LawsINCLUDING REASONABLE ATTORNEYS' FEES; PROVIDED, and the preparation and implementation of any closureHOWEVER, remedial or other plans required by any applicable Environmental Laws; and (c) all reasonable costs and expenses incurred by the Collateral Agent or any Holder in connection with clauses (a) and (b) aboveTHAT THE BORROWER SHALL NOT BE LIABLE FOR ANY OF THE FOREGOING THAT IS FOUND IN A FINAL, including reasonable attorneys’ fees; provided, however, that the Company shall not be liable for any of the foregoing if a final, nonappealable judgment by a court of competent jurisdiction finds that such release of Hazardous Materials resulted from the gross negligence or willful misconduct of the Collateral Agent or a HolderNON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE ADMINISTRATIVE AGENT OR A BANK AFTER TAKING POSSESSION OF A PROPERTY SUBJECT TO A MORTGAGE. The indemnities provided in this paragraph 5M shall survive the repayment or any other satisfaction of the Obligations of the Company under the Loan DocumentsTHE COVENANTS AND INDEMNITIES PROVIDED IN THIS SECTION SHALL SURVIVE THE REPAYMENT OR ANY OTHER SATISFACTION OF THE OBLIGATIONS OF THE BORROWER UNDER THE CREDIT DOCUMENTS.

Environmental Remediation and Indemnification. If at any time any Hazardous Material is discovered on, under or about any Mortgaged Property or any other property owned or operated by the any Company or any Subsidiary (“Other Property”) and failure to remediate the same would cause the any Company or any Subsidiary to be in violation of any Environmental Law that could reasonably be expected to have a Material Adverse Effect, the Company Companies will inform the Holders holders of the Notes of the same and of the such Company’s or such Subsidiary’s proposed remediation program, and the such Company or such Subsidiary will, at no cost and expense to the Collateral Agent or the Holdersholders of the Notes, and only to the extent of any legal requirement under applicable Environmental Laws for the such Company or such Subsidiary to do so, remediate or remove such Hazardous Materials from such Mortgaged Property or Other Property or the groundwater underlying such Mortgaged Property or Other Property in accordance with (ia) such remediation program as a prudent operator would undertake, (iib) the approval of the appropriate Governmental PersonsAuthorities, if any such approval is required under the applicable Environmental Laws, and (iiic) all applicable Environmental Laws the noncompliance with which could reasonably be expected to have a Material Adverse Effect. The Each Company and any Subsidiary shall have the right to contest any notice or directive by any appropriate Governmental Person Authority to remediate or remove Hazardous Materials from any Mortgaged Property or Other Property so long as the such Company or such Subsidiary diligently prosecutes such contest to completion and complies with any final order or determination. The Each Company shall be solely responsible for, and will indemnify and hold harmless the Collateral Agent and the Holders holders of the Notes and their respective directors, officers, employees, agents, successors and assigns from and against, any and all losses, damages, demands, claims, causes of action, judgments, actions, assessments, penalties, costs, expenses and liabilities to the extent that they directly or indirectly arise out of or are attributable to the release of any Hazardous Materials at any Mortgaged Property or Other Property, including the following: (ai) all foreseeable and unforeseeable consequential damages; (bii) the costs of any repair, cleanup or detoxification of any Mortgaged Property or Other Property required by any applicable Environmental Laws, and the preparation and implementation of any closure, remedial or other plans required by any applicable Environmental Laws; and (ciii) all reasonable costs and expenses incurred by the Collateral Agent or any Holder holder of the Notes in connection with clauses (ai) and (bii) above, including reasonable attorneys’ fees; provided, however, that the Company Companies shall not be liable for any of the foregoing if a final, nonappealable judgment by a court of competent jurisdiction finds that such release of Hazardous Materials resulted from the gross negligence or willful misconduct of the Collateral Agent or a Holderholder of the Notes. The indemnities provided in this paragraph 5M Section 9.7 shall survive the repayment or any other satisfaction of the Obligations of the Company under the Loan DocumentsNote Agreement Obligations.

Environmental Remediation and Indemnification. If at any time any Hazardous Material is discovered on, under or about any Mortgaged Property or any other property owned or operated by the Company Borrower or any Subsidiary (“Other Property”) and failure to remediate the same would cause the Company Borrower or any Subsidiary to be in violation of any Environmental Law that could would reasonably be expected to have a Material Adverse Effect, the Company Borrower will inform the Holders Administrative Agent of the same and of the CompanyBorrower’s proposed remediation program, and the Company Borrower or such Subsidiary will, at no cost and expense to the Collateral Agent, the Administrative Agent or the HoldersBanks, and only to the extent of any legal requirement under applicable Environmental Laws for the Company Borrower or such Subsidiary to do so, remediate or remove such Hazardous Materials from such Mortgaged Property or Other Property or the groundwater underlying such Mortgaged Property or Other Property in accordance with (ia) such remediation program as a prudent operator would undertake, (iib) the approval of the appropriate Governmental Persons, if any such approval is required under the applicable Environmental Laws, and (iiic) all applicable Environmental Laws the noncompliance with which could would reasonably be expected to have a Material Adverse Effect. The Company Borrower and any Subsidiary shall have the right to contest any notice or directive by any appropriate Governmental Person to remediate or remove Hazardous Materials from any Mortgaged Property or Other Property so long as the Company Borrower or such Subsidiary diligently prosecutes such contest to completion and complies with any final order or determination. The Company Borrower shall be solely responsible for, and will indemnify and hold harmless the Collateral Agent, the Administrative Agent, the Bookrunner, the Lead Arranger, the Syndication Agent, any Co-Documentation Agent and the Holders Banks and their respective directors, officers, employees, agents, successors and assigns from and against, any and all losses, damages, demands, claims, causes of action, judgments, actions, assessments, penalties, costs, expenses and liabilities to the extent that they directly or indirectly arise out of or are attributable to the release of any Hazardous Materials at any Mortgaged Property or Other Property, including the following: (ai) all foreseeable and unforeseeable consequential damages; (bii) the costs of any repair, cleanup or detoxification of any Mortgaged Property or Other Property required by any applicable Environmental Laws, and the preparation and implementation of any closure, remedial or other plans required by any applicable Environmental Laws; and (ciii) all reasonable costs and expenses incurred by the Collateral Agent, the Administrative Agent or any Holder Bank in connection with clauses (ai) and (bii) above, including reasonable attorneys’ fees; provided, however, that the Company Borrower shall not be liable for any of the foregoing if a final, nonappealable judgment by a court of competent jurisdiction finds that such release of Hazardous Materials resulted from the gross negligence or willful misconduct of the Collateral Agent, the Administrative Agent or a HolderBank. The indemnities provided in this paragraph 5M section shall survive the repayment or any other satisfaction of the Obligations of the Company Borrower under the Loan Credit Documents.

Environmental Remediation and Indemnification. If at any time any Hazardous Material is discovered on, under or about any Mortgaged Property subject to a Mortgage or any other property owned or operated by the Company Borrower or any Subsidiary (“Other Property”) and failure to remediate the same would cause the Company Borrower or any Subsidiary to be in violation of any Environmental Law that could would reasonably be expected to have a Material Adverse Effect, the Company Borrower will inform the Holders Administrative Agent of the same and of the CompanyBorrower’s proposed remediation program, and the Company Borrower or such Subsidiary will, at no cost and expense to the Collateral Administrative Agent or the HoldersLenders, and only to the extent of any legal requirement under applicable Environmental Laws for the Company Borrower or such Subsidiary to do so, remediate or remove such Hazardous Materials from such Mortgaged Property subject to a Mortgage or Other Property or the groundwater underlying such Mortgaged Property subject to a Mortgage or Other Property in accordance with (ia) such remediation program as a prudent operator would undertake, (iib) the approval of the appropriate Governmental PersonsAuthority, if any such approval is required under the applicable Environmental Laws, and (iiic) all applicable Environmental Laws the noncompliance with which could would reasonably be expected to have a Material Adverse Effect. The Company Borrower and any Subsidiary shall have the right to contest any notice or directive by any appropriate Governmental Person Authority to remediate or remove Hazardous Materials from any Mortgaged Property subject to a Mortgage or Other Property so long as the Company Borrower or such Subsidiary diligently prosecutes such contest to completion and complies with any final order or determination. The Company Borrower shall be solely responsible for, and will indemnify and hold harmless the Collateral Agent Administrative Agent, the Bookrunner, the Lead Arranger, and the Holders Lenders and their respective directors, officers, employees, agents, successors and assigns from and against, any and all losses, damages, demands, claims, causes of action, judgments, actions, assessments, penalties, costs, expenses and liabilities to the extent that they directly or indirectly arise out of or are attributable to the release of any Hazardous Materials at any Mortgaged Property subject to a Mortgage or Other Property, including the following: (ai) all foreseeable and unforeseeable consequential damages; (bii) the costs of any repair, cleanup or detoxification of any Mortgaged Property subject to a Mortgage or Other Property required by any applicable Environmental Laws, and the preparation and implementation of any closure, remedial or other plans required by any applicable Environmental Laws; and (ciii) all reasonable costs and expenses incurred by the Collateral Administrative Agent or any Holder Lender in connection with clauses (ai) and (bii) above, including reasonable attorneys’ fees; provided, however, that the Company Borrower shall not be liable for any of the foregoing if a final, nonappealable judgment by a court of competent jurisdiction finds that such release losses, damages, demands, claims, causes of Hazardous Materials action, judgments, actions, assessments, penalties, costs, expenses or liabilities resulted from the gross negligence or willful misconduct of the Collateral Agent or a Holderan indemnified party. The indemnities provided in this paragraph 5M section shall survive the repayment or any other satisfaction of the Obligations of the Company Borrower under the Loan Documents.

Environmental Remediation and Indemnification. If at any time any Hazardous Material is discovered on, under or about any Mortgaged Property or any other property owned or operated by the Company or any Subsidiary (“"Other Property”") and failure to remediate the same would cause the Company or any Subsidiary to be in violation of any Environmental Law that could reasonably be expected to have a Material Adverse EffectLaw, the Company will inform the Holders of the same and of the Company’s 's proposed remediation program, and the Company or such Subsidiary will, at no cost and expense to the Collateral Agent or the Holders, and only to the extent of any legal requirement under applicable Environmental Laws for the Company or such Subsidiary to do so, remediate or remove such Hazardous Materials from such Mortgaged Property or Other Property or the groundwater underlying such Mortgaged Property or Other Property in accordance with (i) such remediation program as a prudent operator would undertake, (ii) the approval of the appropriate Governmental Persons, if any such approval is required under the applicable Environmental Laws, and (iii) all applicable Environmental Laws Laws. In addition to all other rights and remedies of the noncompliance Collateral Agent and the Holders under the Loan Documents, if such Hazardous Materials are not remediated or removed from the affected Mortgaged Property or Other Property or the groundwater underlying such Mortgaged Property or Other Property by the Company in accordance with which could reasonably be expected the preceding requirements, the Collateral Agent, at its sole discretion, may pay to have a Material Adverse Effectthe same remediated or removed in accordance with the applicable remediation program, and the Company will reimburse the Collateral Agent therefor within 10 Business Days of the Collateral Agent's written demand for payment. The Company and any Subsidiary shall have the right to contest any notice or directive by any appropriate Governmental Person to remediate or remove Hazardous Materials from any Mortgaged Property or Other Property so long as the Company or such Subsidiary diligently prosecutes such contest to completion and complies with any final order or determination. The Company shall be solely responsible for, and will indemnify and hold harmless the Collateral Agent and the Holders and their respective directors, officers, employees, agents, successors and assigns from and against, any and all losses, damages, demands, claims, causes of action, judgments, actions, assessments, penalties, costs, expenses and liabilities to the extent that they directly or indirectly arise out of or are attributable to the release of any Hazardous Materials at any Mortgaged Property or Other Property, including the following: (a) all foreseeable and unforeseeable consequential damages; (b) the costs of any repair, cleanup or detoxification of any Mortgaged Property or Other Property required by any applicable Environmental Laws, and the preparation and implementation of any closure, remedial or other plans required by any applicable Environmental Laws; and (c) all reasonable costs and expenses incurred by the Collateral Agent or any Holder in connection with clauses (a) and (b) above, including reasonable attorneys’ ' fees; provided, however, that the Company shall not be liable for any of the foregoing if a final, nonappealable judgment by a court of competent jurisdiction finds that such release of Hazardous Materials resulted from the gross negligence or willful misconduct of the Collateral Agent or a Holder. The indemnities provided in this paragraph 5M shall survive the repayment or any other satisfaction of the Obligations of the Company under the Loan Documents.

Environmental Remediation and Indemnification. If at any time any Hazardous Material is discovered on, under or about any Mortgaged Property or any other property owned or operated by the Company Borrower or any Subsidiary (“"Other Property”") and failure to remediate the same would cause the Company Borrower or any Subsidiary to be in violation of any Environmental Law that could reasonably be expected to have a Material Adverse EffectLaw, the Company Borrower will inform the Holders Administrative Agent of the same and of the Company’s Borrower's proposed remediation program, and the Company Borrower or such Subsidiary will, at no cost and expense to the Collateral Agent, the Administrative Agent or the HoldersBanks, and only to the extent of any legal requirement under applicable Environmental Laws for the Company Borrower or such Subsidiary to do so, remediate or remove such Hazardous Materials from such Mortgaged Property or Other Property or the groundwater underlying such Mortgaged Property or Other Property in accordance with (ia) such remediation program as a prudent operator would undertake, (iib) the approval of the appropriate Governmental Persons, if any such approval is required under the applicable Environmental Laws, and (iiic) all applicable Environmental Laws Laws. In addition to all other rights and remedies of the noncompliance Collateral Agent, the Administrative Agent and the Banks under the Credit Documents, if such Hazardous Materials are not remediated or removed from the affected Mortgaged Property or Other Property or the groundwater underlying such Mortgaged Property or Other Property by the Borrower in accordance with which could reasonably be expected the preceding requirements, the Collateral Agent, at its sole discretion, may pay to have a Material Adverse Effectthe same remediated or removed in accordance with the applicable remediation program, and the Borrower will reimburse the Collateral Agent therefor within 10 Business Days of the Collateral Agent's or the Administrative Agent's written demand for payment. The Company Borrower and any Subsidiary shall have the right to contest any notice or directive by any appropriate Governmental Person to remediate or remove Hazardous Materials from any Mortgaged Property or Other Property so long as the Company Borrower or such Subsidiary diligently prosecutes such contest to completion and complies with any final order or determination. The Company Borrower shall be solely responsible for, and will indemnify and hold harmless the Collateral Agent, the Administrative Agent and the Holders Banks and their respective directors, officers, employees, agents, successors and assigns from and against, any and all losses, damages, demands, claims, causes of action, judgments, actions, assessments, penalties, costs, expenses and liabilities to the extent that they directly or indirectly arise out of or are attributable to the release of any Hazardous Materials at any Mortgaged Property or Other Property, including the following: (ai) all foreseeable and unforeseeable consequential damages; (bii) the costs of any repair, cleanup or detoxification of any Mortgaged Property or Other Property required by any applicable Environmental Laws, and the preparation and implementation of any closure, remedial or other plans required by any applicable Environmental Laws; and (ciii) all reasonable costs and expenses incurred by the Collateral Agent, the Administrative Agent or any Holder Bank in connection with clauses (ai) and (bii) above, including reasonable attorneys’ ' fees; provided, however, that the Company Borrower shall not be liable for any of the foregoing if a final, nonappealable judgment by a court of competent jurisdiction finds that such release of Hazardous Materials resulted from the gross negligence or willful misconduct of the Collateral Agent, the Administrative Agent or a HolderBank. The indemnities provided in this paragraph 5M section shall survive the repayment or any other satisfaction of the Obligations of the Company Borrower under the Loan Credit Documents.

Environmental Remediation and Indemnification. If at any time any Hazardous Material Substance is discovered on, under under, or about any Mortgaged Property real property subject to any Mortgage or any other real property owned or operated by the Company Borrower or any Subsidiary of its Subsidiaries (“Other Property”) and failure to remediate the same would cause the Company or any Subsidiary to be in violation of any Environmental Law that could reasonably be expected to have a Material Adverse Effectin any material respect, the Company Borrower will inform the Holders Administrative Agent of the same and of the CompanyBorrower’s proposed remediation programresponse as required under Environmental Law, including, without limitation, the performance of any required investigatory or remedial activity, and the Company or such Subsidiary Borrower will, at no its sole cost and expense to the Collateral Agent or the Holdersexpense, and only to the extent of any legal requirement under applicable Environmental Laws for the Company or such Subsidiary to do so, remediate remedy or remove such Hazardous Materials Substances from such real property or Other Property or the groundwater underlying such real property or Other Property in accordance with (a) the approval of the appropriate Governmental Authority, if any such approval is required under Environmental Laws, and (b) all Environmental Laws. In addition to all other rights and remedies of the Administrative Agent and the Lenders under the Credit Documents, but subject to the Borrower’s or the applicable Subsidiaries’ right to contest the performance of any such response, as further described in this Section Xxxxx Energy Partners, L.P. 3rd Amended/Restated Credit Agreement 5.12, if such Hazardous Substances require remediation or removal as set forth in this Section 5.12 but has not been remedied or removed from the affected Mortgaged Property or Other Property or the groundwater underlying such Mortgaged Property or Other Property by the Borrower within the time periods contemplated by the applicable response, the Administrative Agent may, at its sole discretion and after giving the Borrower written notification of its intention to self-implement any required response, pay to have the same remedied or removed in accordance with (i) such the applicable remediation program as a prudent operator would undertakeprogram, (ii) and the approval Borrower will reimburse the Administrative Agent therefore within ten days of the appropriate Governmental Persons, if any such approval is required under the applicable Environmental Laws, and (iii) all applicable Environmental Laws the noncompliance with which could reasonably be expected to have a Material Adverse EffectAdministrative Agent’s demand for payment. The Company and any Subsidiary Borrower shall have the right to contest any notice notice, directive or directive by other demand of any appropriate third party, including without limitation, any Governmental Person Authority, to remediate remedy or remove Hazardous Materials Substances from any Mortgaged Property subject to a Mortgage or any Other Property so long as the Company or such Subsidiary Borrower diligently prosecutes such contest to completion and completion, complies with any final order or determination. The Company shall be solely responsible fordetermination and, and will indemnify and hold harmless before such contest, either furnishes the Collateral Administrative Agent and the Holders and their respective directors, officers, employees, agents, successors and assigns from and against, any and all losses, damages, demands, claims, causes of action, judgments, actions, assessments, penalties, costs, expenses and liabilities security in an amount equal to the extent that they directly cost of remediation or indirectly arise out removal of the Hazardous Substances or are attributable posts a bond with a surety satisfactory to the release of any Hazardous Materials at any Mortgaged Property or Other PropertyAdministrative Agent in such amount. THE BORROWER SHALL BE SOLELY RESPONSIBLE FOR, including the followingAND WILL INDEMNIFY AND HOLD HARMLESS THE ADMINISTRATIVE AGENT AND EACH LENDER AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS FROM AND AGAINST, ANY AND ALL LOSSES, DAMAGES, DEMANDS, CLAIMS, CAUSES OF ACTION, JUDGMENTS, ACTIONS, ASSESSMENTS, PENALTIES, COSTS, EXPENSES AND LIABILITIES DIRECTLY OR INDIRECTLY ARISING OUT OF OR ATTRIBUTABLE TO ANY HAZARDOUS SUBSTANCES AT ANY REAL PROPERTY SUBJECT TO A MORTGAGE OR ANY OTHER PROPERTY, INCLUDING, WITHOUT LIMITATION, THE FOLLOWING: (aY) all foreseeable and unforeseeable consequential damagesTHE COSTS OF ANY REPAIR, CLEANUP OR DETOXIFICATION OF ANY MORTGAGED PROPERTY OR OTHER PROPERTY REQUIRED UNDER ENVIRONMENTAL LAW, AND THE PREPARATION AND IMPLEMENTATION OF ANY CLOSURE, REMEDIAL OR OTHER PLANS REQUIRED UNDER ENVIRONMENTAL LAW; AND (bZ) the costs of any repairALL REASONABLE AND DOCUMENTED COSTS AND EXPENSES INCURRED BY THE ADMINISTRATIVE AGENT OR A LENDER IN CONNECTION WITH CLAUSE (Y) ABOVE, cleanup or detoxification of any Mortgaged Property or Other Property required by any applicable Environmental LawsINCLUDING REASONABLE ATTORNEYS’ FEES (SUBJECT TO LIMITATIONS ON THE NUMBER OF SUCH COUNSEL AS PROVIDED IN SECTION 9.07); PROVIDED, and the preparation and implementation of any closureHOWEVER, remedial or other plans required by any applicable Environmental Laws; and (c) all reasonable costs and expenses incurred by the Collateral Agent or any Holder in connection with clauses (a) and (b) aboveTHAT THE BORROWER SHALL NOT BE LIABLE FOR ANY OF THE FOREGOING THAT IS FOUND IN A FINAL, including reasonable attorneys’ fees; providedNON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM THE GROSS NEGLIGENCE, howeverBAD FAITH, that the Company shall not be liable for any of the foregoing if a final, nonappealable judgment by a court of competent jurisdiction finds that such release of Hazardous Materials resulted from the gross negligence or willful misconduct of the Collateral Agent or a HolderOR WILLFUL MISCONDUCT OF THE ADMINISTRATIVE AGENT OR A LENDER AFTER TAKING POSSESSION OF A PROPERTY SUBJECT TO A MORTGAGE. The indemnities provided in this paragraph 5M shall survive the repayment or any other satisfaction of the Obligations of the Company under the Loan DocumentsTHE COVENANTS AND INDEMNITIES PROVIDED IN THIS SECTION SHALL SURVIVE THE REPAYMENT OR ANY OTHER SATISFACTION OF THE OBLIGATIONS OF THE BORROWER UNDER THE CREDIT DOCUMENTS.

Environmental Remediation and Indemnification. If at any time any Hazardous Material Substance is discovered on, under under, or about any Mortgaged Property real property subject to any Mortgage or any other real property owned or operated by the Company Borrower or any Subsidiary of its Subsidiaries (“"Other Property”") and failure to remediate the same would cause the Company or any Subsidiary to be in violation of any Environmental Law that could reasonably be expected to have a Material Adverse Effectin any material respect, the Company Borrower will inform the Holders Administrative Agent of the same and of the Company’s Borrower's proposed remediation programresponse as required under Environmental Law, including, without limitation, the performance of any required investigatory or remedial activity, and the Company or such Subsidiary Borrower will, at no its sole cost and expense to the Collateral Agent or the Holdersexpense, and only to the extent of any legal requirement under applicable Environmental Laws for the Company or such Subsidiary to do so, remediate remedy or remove such Hazardous Materials Substances from such real property or Other Property or the groundwater underlying such real property or Other Property in accordance with (a) the approval of the appropriate Governmental Authority, if any such approval is required under Environmental Laws, and (b) all Environmental Laws. In addition to all other rights and remedies of the Administrative Agent and the Banks under the Credit Documents, but subject to the Borrower's or the applicable Subsidiaries' right to contest the performance of any such response, as further described in this Section 5.12, if such Hazardous Substances require remediation or removal as set forth in this Section 5.12 but has not been remedied or removed from the affected Mortgaged Property or Other Property or the groundwater underlying such Mortgaged Property or Other Property by the Borrower within the time periods contemplated by the applicable response, the Administrative Agent may, at its sole discretion and after giving the Borrower written notification of its intention to self-implement any required response, pay to have the same remedied or removed in accordance with (i) such the applicable remediation program as a prudent operator would undertakeprogram, (ii) and the approval Borrower will reimburse the Administrative Agent therefore within ten days of the appropriate Governmental Persons, if any such approval is required under the applicable Environmental Laws, and (iii) all applicable Environmental Laws the noncompliance with which could reasonably be expected to have a Material Adverse EffectAdministrative Agent's demand for payment. The Company and any Subsidiary Borrower shall have the right to contest any notice notice, directive or directive by other demand of any appropriate third party, including without limitation, any Governmental Person Authority, to remediate remedy or remove Hazardous Materials Substances from any Mortgaged Property subject to a Mortgage or any Other Property so long as the Company or such Subsidiary Borrower diligently prosecutes such contest to completion and completion, complies with any final order or determination. The Company shall be solely responsible fordetermination and, and will indemnify and hold harmless before such contest, either furnishes the Collateral Administrative Agent and the Holders and their respective directors, officers, employees, agents, successors and assigns from and against, any and all losses, damages, demands, claims, causes of action, judgments, actions, assessments, penalties, costs, expenses and liabilities security in an amount equal to the extent that they directly cost of remediation or indirectly arise out removal of the Hazardous Substances or are attributable posts a bond with a surety satisfactory to the release of any Hazardous Materials at any Mortgaged Property or Other PropertyAdministrative Agent in such amount. THE BORROWER SHALL BE SOLELY RESPONSIBLE FOR, including the followingAND WILL INDEMNIFY AND HOLD HARMLESS THE ADMINISTRATIVE AGENT AND EACH BANK AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS FROM AND AGAINST, ANY AND ALL LOSSES, DAMAGES, DEMANDS, CLAIMS, CAUSES OF ACTION, JUDGMENTS, ACTIONS, ASSESSMENTS, PENALTIES, COSTS, EXPENSES AND LIABILITIES DIRECTLY OR INDIRECTLY ARISING OUT OF OR ATTRIBUTABLE TO ANY HAZARDOUS SUBSTANCES AT ANY REAL PROPERTY SUBJECT TO A MORTGAGE OR ANY OTHER PROPERTY, INCLUDING, WITHOUT LIMITATION, THE FOLLOWING: (ay) all foreseeable and unforeseeable consequential damagesTHE COSTS OF ANY REPAIR, CLEANUP OR DETOXIFICATION OF ANY MORTGAGED PROPERTY OR OTHER PROPERTY REQUIRED UNDER ENVIRONMENTAL LAW, AND THE PREPARATION AND IMPLEMENTATION OF ANY CLOSURE, REMEDIAL OR OTHER PLANS REQUIRED UNDER ENVIRONMENTAL LAW; AND (bz) the costs of any repairALL REASONABLE COSTS AND EXPENSES INCURRED BY THE ADMINISTRATIVE AGENT OR A BANK IN CONNECTION WITH CLAUSE (y) ABOVE, cleanup or detoxification of any Mortgaged Property or Other Property required by any applicable Environmental LawsINCLUDING REASONABLE ATTORNEYS' FEES; PROVIDED, and the preparation and implementation of any closureHOWEVER, remedial or other plans required by any applicable Environmental Laws; and (c) all reasonable costs and expenses incurred by the Collateral Agent or any Holder in connection with clauses (a) and (b) aboveTHAT THE BORROWER SHALL NOT BE LIABLE FOR ANY OF THE FOREGOING THAT IS FOUND IN A FINAL, including reasonable attorneys’ fees; provided, however, that the Company shall not be liable for any of the foregoing if a final, nonappealable judgment by a court of competent jurisdiction finds that such release of Hazardous Materials resulted from the gross negligence or willful misconduct of the Collateral Agent or a HolderNON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE ADMINISTRATIVE AGENT OR A BANK AFTER TAKING POSSESSION OF A PROPERTY SUBJECT TO A MORTGAGE. The indemnities provided in this paragraph 5M shall survive the repayment or any other satisfaction of the Obligations of the Company under the Loan DocumentsTHE COVENANTS AND INDEMNITIES PROVIDED IN THIS SECTION SHALL SURVIVE THE REPAYMENT OR ANY OTHER SATISFACTION OF THE OBLIGATIONS OF THE BORROWER UNDER THE CREDIT DOCUMENTS.

Environmental Remediation and Indemnification. If at any time any Hazardous Material Substance is discovered on, under under, or about any Mortgaged Property real property subject to any Mortgage or any other real property owned or operated by the Company Borrower or any Subsidiary of its Subsidiaries (“Other Property”) and failure to remediate the same would cause the Company or any Subsidiary to be in violation of any Environmental Law that could reasonably be expected to have a Material Adverse Effectin any material respect, the Company Borrower will inform the Holders Administrative Agent of the same and of the CompanyBorrower’s proposed remediation programresponse as required under Environmental Law, including, without limitation, the performance of any required investigatory or remedial activity, and the Company or such Subsidiary Borrower will, at no its sole cost and expense to the Collateral Agent or the Holdersexpense, and only to the extent of any legal requirement under applicable Environmental Laws for the Company or such Subsidiary to do so, remediate remedy or remove such Hazardous Materials Substances from such real property or Other Property or the groundwater underlying such real property or Other Property in accordance with (a) the approval of the appropriate Governmental Authority, if any such approval is required under Environmental Laws, and (b) all Environmental Laws. In addition to all other rights and remedies of the Administrative Agent and the Lenders under the Credit Documents, but subject to the Borrower’s or the applicable Subsidiaries’ right to contest the performance of any such response, as further described in this Section 5.12, if such Hazardous Substances require remediation or removal as set forth in this Section 5.12 but has not been remedied or removed from the affected Mortgaged Property or Other Property or the groundwater underlying such Mortgaged Property or Other Property by the Borrower within the time periods contemplated by the applicable response, the Administrative Agent may, at its sole discretion and after giving the Borrower written notification of its intention to self-implement any required response, pay to have the same remedied or removed in accordance with (i) such the applicable remediation program as a prudent operator would undertakeprogram, (ii) and the approval Borrower will reimburse the Administrative Agent therefore within ten days of the appropriate Governmental Persons, if any such approval is required under the applicable Environmental Laws, and (iii) all applicable Environmental Laws the noncompliance with which could reasonably be expected to have a Material Adverse EffectAdministrative Agent’s demand for payment. The Company and any Subsidiary Borrower shall have the right to contest any notice notice, directive or directive by other demand of any appropriate third party, including without limitation, any Governmental Person Authority, to remediate remedy or remove Hazardous Materials Substances from any Mortgaged Property subject to a Mortgage or any Other Property so long as the Company or such Subsidiary Borrower diligently prosecutes such contest to completion and completion, complies with any final order or determination. The Company shall be solely responsible fordetermination and, and will indemnify and hold harmless before such contest, either furnishes the Collateral Administrative Agent and the Holders and their respective directors, officers, employees, agents, successors and assigns from and against, any and all losses, damages, demands, claims, causes of action, judgments, actions, assessments, penalties, costs, expenses and liabilities security in an amount equal to the extent that they directly cost of remediation or indirectly arise out removal of the Hazardous Substances or are attributable posts a bond with a surety satisfactory to the release of any Hazardous Materials at any Mortgaged Property or Other PropertyAdministrative Agent in such amount. THE BORROWER SHALL BE SOLELY 72 Xxxxx Energy Partners, including the followingL.P. 3rd Amended/Restated Credit Agreement RESPONSIBLE FOR, AND WILL INDEMNIFY AND HOLD HARMLESS THE ADMINISTRATIVE AGENT AND EACH LENDER AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS FROM AND AGAINST, ANY AND ALL LOSSES, DAMAGES, DEMANDS, CLAIMS, CAUSES OF ACTION, JUDGMENTS, ACTIONS, ASSESSMENTS, PENALTIES, COSTS, EXPENSES AND LIABILITIES DIRECTLY OR INDIRECTLY ARISING OUT OF OR ATTRIBUTABLE TO ANY HAZARDOUS SUBSTANCES AT ANY REAL PROPERTY SUBJECT TO A MORTGAGE OR ANY OTHER PROPERTY, INCLUDING, WITHOUT LIMITATION, THE FOLLOWING: (aY) all foreseeable and unforeseeable consequential damagesTHE COSTS OF ANY REPAIR, CLEANUP OR DETOXIFICATION OF ANY MORTGAGED PROPERTY OR OTHER PROPERTY REQUIRED UNDER ENVIRONMENTAL LAW, AND THE PREPARATION AND IMPLEMENTATION OF ANY CLOSURE, REMEDIAL OR OTHER PLANS REQUIRED UNDER ENVIRONMENTAL LAW; AND (bZ) the costs of any repairALL REASONABLE AND DOCUMENTED COSTS AND EXPENSES INCURRED BY THE ADMINISTRATIVE AGENT OR A LENDER IN CONNECTION WITH CLAUSE (Y) ABOVE, cleanup or detoxification of any Mortgaged Property or Other Property required by any applicable Environmental LawsINCLUDING REASONABLE ATTORNEYS’ FEES (SUBJECT TO LIMITATIONS ON THE NUMBER OF SUCH COUNSEL AS PROVIDED IN SECTION 9.07); PROVIDED, and the preparation and implementation of any closureHOWEVER, remedial or other plans required by any applicable Environmental Laws; and (c) all reasonable costs and expenses incurred by the Collateral Agent or any Holder in connection with clauses (a) and (b) aboveTHAT THE BORROWER SHALL NOT BE LIABLE FOR ANY OF THE FOREGOING THAT IS FOUND IN A FINAL, including reasonable attorneys’ fees; providedNON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM THE GROSS NEGLIGENCE, howeverBAD FAITH, that the Company shall not be liable for any of the foregoing if a final, nonappealable judgment by a court of competent jurisdiction finds that such release of Hazardous Materials resulted from the gross negligence or willful misconduct of the Collateral Agent or a HolderOR WILLFUL MISCONDUCT OF THE ADMINISTRATIVE AGENT OR A LENDER AFTER TAKING POSSESSION OF A PROPERTY SUBJECT TO A MORTGAGE. The indemnities provided in this paragraph 5M shall survive the repayment or any other satisfaction of the Obligations of the Company under the Loan DocumentsTHE COVENANTS AND INDEMNITIES PROVIDED IN THIS SECTION SHALL SURVIVE THE REPAYMENT OR ANY OTHER SATISFACTION OF THE OBLIGATIONS OF THE BORROWER UNDER THE CREDIT DOCUMENTS.

Environmental Remediation and Indemnification. If at any time any Hazardous Material Substance is discovered on, under under, or about any Mortgaged Property real property subject to any Mortgage or any other real property owned or operated by the Company Borrower or any Subsidiary of its Subsidiaries (“Other Property”) and failure to remediate the same would cause the Company or any Subsidiary to be in violation of any Environmental Law that could reasonably be expected to have a Material Adverse Effectin any material respect, the Company Borrower will inform the Holders Administrative Agent of the same and of the CompanyBorrower’s proposed remediation programresponse as required under Environmental Law, including, without limitation, the performance of any required investigatory or remedial activity, and the Company or such Subsidiary Borrower will, at no its sole cost and expense to the Collateral Agent or the Holdersexpense, and only to the extent of any legal requirement under applicable Environmental Laws for the Company or such Subsidiary to do so, remediate remedy or remove such Hazardous Materials Substances from such real property or Other Property or the groundwater underlying such real property or Other Property in accordance with (a) the approval of the appropriate Governmental Authority, if any such approval is required under Environmental Laws, and (b) all Environmental Laws. In addition to all other rights and remedies of the Administrative Agent and the Banks under the Credit Documents, but subject to the Borrower’s or the applicable Subsidiaries’ right to contest the performance of any such response, as further described in this Section 5.12, if such Hazardous Substances require remediation or removal as set forth in this Section 5.12 but has not been remedied or removed from the affected Mortgaged Property or Other Property or the groundwater underlying such Mortgaged Property or Other Property by the Borrower within the time periods contemplated by the applicable response, the Administrative Agent may, at its sole discretion and after giving the Borrower written notification of its intention to self-implement any required response, pay to have the same remedied or removed in accordance with (i) such the applicable remediation program as a prudent operator would undertakeprogram, (ii) and the approval Borrower will reimburse the Administrative Agent therefore within ten days of the appropriate Governmental Persons, if any such approval is required under the applicable Environmental Laws, and (iii) all applicable Environmental Laws the noncompliance with which could reasonably be expected to have a Material Adverse EffectAdministrative Agent’s demand for payment. The Company and any Subsidiary Borrower shall have the right to contest any notice notice, directive or directive by other demand of any appropriate third party, including without limitation, any Governmental Person Authority, to remediate remedy or remove Hazardous Materials Substances from any Mortgaged Property subject to a Mortgage or any Other Property so long as the Company or such Subsidiary Borrower diligently prosecutes such contest to completion and completion, complies with any final order or determination. The Company shall be solely responsible fordetermination and, and will indemnify and hold harmless before such contest, either furnishes the Collateral Administrative Agent and the Holders and their respective directors, officers, employees, agents, successors and assigns from and against, any and all losses, damages, demands, claims, causes of action, judgments, actions, assessments, penalties, costs, expenses and liabilities security in an amount equal to the extent that they directly cost of remediation or indirectly arise out removal of the Hazardous Substances or are attributable posts a bond with a surety satisfactory to the release of any Hazardous Materials at any Mortgaged Property or Other PropertyAdministrative Agent in such amount. THE BORROWER SHALL BE SOLELY RESPONSIBLE FOR, including the followingAND WILL INDEMNIFY AND HOLD HARMLESS THE ADMINISTRATIVE AGENT AND EACH BANK AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS FROM AND AGAINST, ANY AND ALL LOSSES, DAMAGES, DEMANDS, CLAIMS, CAUSES OF ACTION, JUDGMENTS, ACTIONS, ASSESSMENTS, PENALTIES, COSTS, EXPENSES AND LIABILITIES DIRECTLY OR INDIRECTLY ARISING OUT OF OR ATTRIBUTABLE TO ANY HAZARDOUS SUBSTANCES AT ANY REAL PROPERTY SUBJECT TO A MORTGAGE OR ANY OTHER PROPERTY, INCLUDING, WITHOUT LIMITATION, THE FOLLOWING: (aY) all foreseeable and unforeseeable consequential damagesTHE COSTS OF ANY REPAIR, CLEANUP OR DETOXIFICATION OF ANY MORTGAGED PROPERTY OR OTHER PROPERTY REQUIRED UNDER ENVIRONMENTAL LAW, AND THE PREPARATION AND IMPLEMENTATION OF ANY CLOSURE, REMEDIAL OR OTHER PLANS REQUIRED UNDER ENVIRONMENTAL LAW; AND (bZ) the costs of any repairALL REASONABLE COSTS AND EXPENSES INCURRED BY THE ADMINISTRATIVE AGENT OR A BANK IN CONNECTION WITH CLAUSE (Y) ABOVE, cleanup or detoxification of any Mortgaged Property or Other Property required by any applicable Environmental LawsINCLUDING REASONABLE ATTORNEYS’ FEES; PROVIDED, and the preparation and implementation of any closureHOWEVER, remedial or other plans required by any applicable Environmental Laws; and (c) all reasonable costs and expenses incurred by the Collateral Agent or any Holder in connection with clauses (a) and (b) aboveTHAT THE BORROWER SHALL NOT BE LIABLE FOR ANY OF THE FOREGOING THAT IS FOUND IN A FINAL, including reasonable attorneys’ fees; provided, however, that the Company shall not be liable for any of the foregoing if a final, nonappealable judgment by a court of competent jurisdiction finds that such release of Hazardous Materials resulted from the gross negligence or willful misconduct of the Collateral Agent or a HolderNON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE ADMINISTRATIVE AGENT OR A BANK AFTER TAKING POSSESSION OF A PROPERTY SUBJECT TO A MORTGAGE. The indemnities provided in this paragraph 5M shall survive the repayment or any other satisfaction of the Obligations of the Company under the Loan DocumentsTHE COVENANTS AND INDEMNITIES PROVIDED IN THIS SECTION SHALL SURVIVE THE REPAYMENT OR ANY OTHER SATISFACTION OF THE OBLIGATIONS OF THE BORROWER UNDER THE CREDIT DOCUMENTS.

Environmental Remediation and Indemnification. If at any time any Hazardous Material Substance is discovered on, under under, or about any Mortgaged Property real property subject to any Mortgage or any other real property owned or operated by the Company Borrower or any Subsidiary of its Subsidiaries (“Other Property”) and failure to remediate the same would cause the Company or any Subsidiary to be in violation of any Environmental Law that could reasonably be expected to have a Material Adverse Effectin any material respect, the Company Borrower will inform the Holders Administrative Agent of the same and of the CompanyBorrower’s proposed remediation programresponse as required under Environmental Law, including, without limitation, the performance of any required investigatory or remedial activity, and the Company or such Subsidiary Borrower will, at no its sole cost and expense to the Collateral Agent or the Holdersexpense, and only to the extent of any legal requirement under applicable Environmental Laws for the Company or such Subsidiary to do so, remediate remedy or remove such Hazardous Materials Substances from such real property or Other Property or the groundwater underlying such real property or Other Property in accordance with (a) the approval of the appropriate Governmental Authority, if any such approval is required under Environmental Laws, and (b) all Environmental Laws. In addition to all other rights and remedies of the Administrative Agent and the Lenders under the Credit Documents, but subject to the Borrower’s or the applicable Subsidiaries’ right to contest the performance of any such response, as further described in this Section 5.12, if such Hazardous Substances require remediation or removal as set forth in this Section 5.12 but has not been remedied or removed from the affected Mortgaged Property or Other Property or the groundwater underlying such Mortgaged Property or Other Property by the Borrower within the time periods contemplated by the applicable response, the Administrative Agent may, at its sole discretion and after giving the Borrower written notification of its intention to self-implement any required response, pay to have the same remedied or removed in accordance with (i) such the applicable remediation program as a prudent operator would undertakeprogram, (ii) and the approval Borrower will reimburse the Administrative Agent therefore within ten days of the appropriate Governmental Persons, if any such approval is required under the applicable Environmental Laws, and (iii) all applicable Environmental Laws the noncompliance with which could reasonably be expected to have a Material Adverse EffectAdministrative Agent’s demand for payment. The Company and any Subsidiary Borrower shall have the right to contest any notice notice, directive or directive by other demand of any appropriate third party, including without limitation, any Governmental Person Authority, to remediate remedy or remove Hazardous Materials Substances from any Mortgaged Property subject to a Mortgage or any Other Property so long as the Company or such Subsidiary Borrower diligently prosecutes such contest to completion and completion, complies with any final order or determination. The Company shall be solely responsible fordetermination and, and will indemnify and hold harmless before such contest, either furnishes the Collateral Administrative Agent and the Holders and their respective directors, officers, employees, agents, successors and assigns from and against, any and all losses, damages, demands, claims, causes of action, judgments, actions, assessments, penalties, costs, expenses and liabilities security in an amount equal to the extent that they directly cost of remediation or indirectly arise out removal of the Hazardous Substances or are attributable posts a bond with a surety satisfactory to the release of any Hazardous Materials at any Mortgaged Property or Other PropertyAdministrative Agent in such amount. THE BORROWER SHALL BE SOLELY RESPONSIBLE FOR, including the followingAND WILL INDEMNIFY AND HOLD HARMLESS THE ADMINISTRATIVE AGENT AND EACH LENDER AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS FROM AND AGAINST, ANY AND ALL LOSSES, DAMAGES, DEMANDS, CLAIMS, CAUSES OF ACTION, JUDGMENTS, ACTIONS, ASSESSMENTS, PENALTIES, COSTS, EXPENSES AND LIABILITIES DIRECTLY OR INDIRECTLY ARISING OUT OF OR ATTRIBUTABLE TO ANY HAZARDOUS SUBSTANCES AT ANY REAL PROPERTY SUBJECT TO A MORTGAGE OR ANY OTHER PROPERTY, INCLUDING, WITHOUT LIMITATION, THE FOLLOWING: (aY) all foreseeable and unforeseeable consequential damagesTHE COSTS OF ANY REPAIR, CLEANUP OR DETOXIFICATION OF ANY MORTGAGED PROPERTY OR OTHER PROPERTY REQUIRED UNDER ENVIRONMENTAL LAW, AND THE PREPARATION AND IMPLEMENTATION OF ANY CLOSURE, REMEDIAL OR OTHER PLANS REQUIRED UNDER ENVIRONMENTAL LAW; AND (bZ) the costs of any repairALL REASONABLE AND DOCUMENTED COSTS AND EXPENSES INCURRED BY THE ADMINISTRATIVE AGENT OR A LENDER IN CONNECTION WITH CLAUSE (Y) ABOVE, cleanup or detoxification of any Mortgaged Property or Other Property required by any applicable Environmental LawsINCLUDING REASONABLE ATTORNEYS’ FEES Xxxxx Energy Partners, and the preparation and implementation of any closureL.P. 3rd Amended/Restated Credit Agreement (SUBJECT TO LIMITATIONS ON THE NUMBER OF SUCH COUNSEL AS PROVIDED IN SECTION 9.07); PROVIDED, remedial or other plans required by any applicable Environmental Laws; and (c) all reasonable costs and expenses incurred by the Collateral Agent or any Holder in connection with clauses (a) and (b) aboveHOWEVER, including reasonable attorneys’ fees; providedTHAT THE BORROWER SHALL NOT BE LIABLE FOR ANY OF THE FOREGOING THAT IS FOUND IN A FINAL, howeverNON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM THE GROSS NEGLIGENCE, that the Company shall not be liable for any of the foregoing if a finalBAD FAITH, nonappealable judgment by a court of competent jurisdiction finds that such release of Hazardous Materials resulted from the gross negligence or willful misconduct of the Collateral Agent or a HolderOR WILLFUL MISCONDUCT OF THE ADMINISTRATIVE AGENT OR A LENDER AFTER TAKING POSSESSION OF A PROPERTY SUBJECT TO A MORTGAGE. The indemnities provided in this paragraph 5M shall survive the repayment or any other satisfaction of the Obligations of the Company under the Loan DocumentsTHE COVENANTS AND INDEMNITIES PROVIDED IN THIS SECTION SHALL SURVIVE THE REPAYMENT OR ANY OTHER SATISFACTION OF THE OBLIGATIONS OF THE BORROWER UNDER THE CREDIT DOCUMENTS.

Environmental Remediation and Indemnification. If at any time any Hazardous Material Substance is discovered on, under under, or about any Mortgaged Property real property subject to any Mortgage or any other real property owned or operated by the Company Borrower or any Subsidiary of its Subsidiaries (“Other Property”) and failure to remediate the same would cause the Company or any Subsidiary to be in violation of any Environmental Law that could reasonably be expected to have a Material Adverse Effectin any material respect, the Company Borrower will inform the Holders Administrative Agent of the same and of the CompanyBorrower’s proposed remediation programresponse as required under Environmental Law, including, without limitation, the performance of any required investigatory or remedial activity, and the Company or such Subsidiary Borrower will, at no its sole cost and expense to the Collateral Agent or the Holdersexpense, and only to the extent of any legal requirement under applicable Environmental Laws for the Company or such Subsidiary to do so, remediate remedy or remove such Hazardous Materials Substances from such real property or Other Property or the groundwater underlying such real property or Other Property in accordance with (a) the approval of the appropriate Governmental Authority, if any such approval is required under Environmental Laws, and (b) all Environmental Laws. In addition to all other rights and remedies of the Administrative Agent and the Lenders under the Credit Documents, but subject to the Borrower’s or the applicable Subsidiaries’ right to contest the performance of any such response, as further described in this Section 5.12, if such Hazardous Substances require remediation or removal as set forth in this Section 5.12 but has not been remedied or removed from the affected Mortgaged Property or Other Property or the groundwater underlying such Mortgaged Property or Other Property by the Borrower within the time periods contemplated by the applicable response, the Administrative Agent may, at its sole discretion and after giving the Borrower written notification of its intention to self-implement any required response, pay to have the same remedied or removed in accordance with (i) such the applicable remediation program as a prudent operator would undertakeprogram, (ii) and the approval Borrower will reimburse the Administrative Agent therefore within ten days of the appropriate Governmental Persons, if any such approval is required under the applicable Environmental Laws, and (iii) all applicable Environmental Laws the noncompliance with which could reasonably be expected to have a Material Adverse EffectAdministrative Agent’s demand for payment. The Company and any Subsidiary Borrower shall have the right to contest any notice notice, directive or directive by other demand of any appropriate third party, including without limitation, any Governmental Person Authority, to remediate remedy or remove Hazardous Materials Substances from any Mortgaged Property subject to a Mortgage or any Other Property so long as the Company or such Subsidiary Borrower diligently prosecutes such contest to completion and completion, complies with any final order or determination. The Company shall be solely responsible fordetermination and, and will indemnify and hold harmless before such contest, either furnishes the Collateral Administrative Agent and the Holders and their respective directors, officers, employees, agents, successors and assigns from and against, any and all losses, damages, demands, claims, causes of action, judgments, actions, assessments, penalties, costs, expenses and liabilities security in an amount equal to the extent that they directly cost of remediation or indirectly arise out removal of the Hazardous Substances or are attributable posts a bond with a surety satisfactory to the release of any Hazardous Materials at any Mortgaged Property or Other PropertyAdministrative Agent in such amount. THE BORROWER SHALL BE SOLELY RESPONSIBLE FOR, including the followingAND WILL INDEMNIFY AND HOLD HARMLESS THE ADMINISTRATIVE AGENT AND EACH LENDER AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS FROM AND AGAINST, ANY AND ALL LOSSES, DAMAGES, DEMANDS, CLAIMS, CAUSES OF ACTION, JUDGMENTS, ACTIONS, ASSESSMENTS, PENALTIES, COSTS, EXPENSES AND LIABILITIES DIRECTLY OR INDIRECTLY ARISING OUT OF OR ATTRIBUTABLE TO ANY HAZARDOUS SUBSTANCES AT ANY REAL PROPERTY SUBJECT TO A MORTGAGE OR ANY OTHER PROPERTY, INCLUDING, WITHOUT LIMITATION, THE FOLLOWING: (aY) all foreseeable and unforeseeable consequential damagesTHE COSTS OF ANY REPAIR, CLEANUP OR DETOXIFICATION OF ANY MORTGAGED PROPERTY OR OTHER PROPERTY REQUIRED UNDER ENVIRONMENTAL LAW, AND THE PREPARATION AND IMPLEMENTATION OF ANY CLOSURE, REMEDIAL OR OTHER PLANS REQUIRED UNDER ENVIRONMENTAL LAW; AND (bZ) the costs of any repairALL REASONABLE AND DOCUMENTED COSTS AND EXPENSES INCURRED BY THE ADMINISTRATIVE AGENT OR A LENDER IN CONNECTION WITH CLAUSE (Y) ABOVE, cleanup or detoxification of any Mortgaged Property or Other Property required by any applicable Environmental LawsINCLUDING REASONABLE ATTORNEYS’ FEES (SUBJECT TO LIMITATIONS ON THE NUMBER OF SUCH COUNSEL AS PROVIDED IN SECTION 9.07); PROVIDED, and the preparation and implementation of any closureHOWEVER, remedial or other plans required by any applicable Environmental Laws; and (c) all reasonable costs and expenses incurred by the Collateral Agent or any Holder in connection with clauses (a) and (b) aboveTHAT THE BORROWER SHALL NOT BE LIABLE FOR ANY OF THE FOREGOING THAT IS FOUND IN A FINAL, including reasonable attorneys’ fees; providedNON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM THE GROSS NEGLIGENCE, howeverBAD FAITH, that the Company shall not be liable for any of the foregoing if a final, nonappealable judgment by a court of competent jurisdiction finds that such release of Hazardous Materials resulted from the gross negligence or willful misconduct of the Collateral Agent or a HolderOR WILLFUL MISCONDUCT OF THE ADMINISTRATIVE AGENT OR A LENDER AFTER TAKING POSSESSION OF A PROPERTY SUBJECT TO A MORTGAGE. The indemnities provided in this paragraph 5M shall survive the repayment or any other satisfaction of the Obligations of the Company under the Loan DocumentsTHE COVENANTS AND INDEMNITIES PROVIDED IN THIS SECTION SHALL SURVIVE THE REPAYMENT OR ANY OTHER SATISFACTION OF THE OBLIGATIONS OF THE BORROWER UNDER THE CREDIT DOCUMENTS.