Common use of Indemnity and Subrogation Clause in Contracts

Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as any Guarantor may have under applicable law, the Company agrees that in the event a payment shall be made by a Guarantor under a Guaranty in respect of a Credit Extension to the Company, the Company shall indemnify such Guarantor for the full amount of such payment and such Guarantor shall be subrogated to the rights of the Person to whom such payment shall have been made to the extent of such payment subject to the provisions of the Guaranty executed by such Guarantor. Notwithstanding any provision of this Agreement to the contrary, all rights of the Guarantors under this Section 11.10 and all other rights of indemnity, contribution or subrogation under applicable law or otherwise shall be fully subordinated to the indefeasible payment in full of the Obligations, and no payments may be made in respect of such rights of indemnity, contribution or subrogation until all the Obligations have been paid in full and the Commitment shall have expired. No failure on the part of the Company to make the payments required by this Section 11.10 (or any other payments required under applicable law or otherwise) shall in any respect limit the obligations and liabilities of the Guarantors with respect to any Guaranty, and each Guarantor shall remain liable for the full amount of the obligation of the Guarantors under each such Guaranty in accordance therewith.

Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as any Guarantor may have under applicable law, the Company agrees that in the event a payment shall be made by a any Guarantor under a Guaranty in respect of a Credit Extension Loan to the Company, Company the Company shall indemnify such Guarantor for the full amount of such payment and such Guarantor shall be subrogated to the rights of the Person person to whom such payment shall have been made to the extent of such payment subject to the provisions of the Guaranty executed by such Guarantor. Notwithstanding any provision of this Agreement to the contrary, all rights of the Guarantors any Guarantor under this Section 11.10 and all other rights of indemnity, contribution or subrogation under applicable law or otherwise shall be fully subordinated to the indefeasible payment in full of the Obligations, and no payments may be made in respect of such rights of indemnity, contribution or subrogation until all the Obligations have been paid in full and the Commitment shall all Commitments have expired. No failure on the part of the Company to make the payments required by this Section 11.10 (or any other payments required under applicable law or otherwise) shall in any respect limit the obligations and liabilities liability of the Guarantors any Guarantor with respect to any Guaranty, and each Guarantor shall remain liable for the full amount of the obligation of the Guarantors such Guarantor under each such Guaranty in accordance therewith.

Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as any Guarantor may have under applicable law, the Company agrees that in the event a payment shall be made by a Guarantor under a Guaranty in respect of a Credit Extension to the Company, the Company shall indemnify such Guarantor for the full amount of such payment and such Guarantor shall be subrogated to the rights of the Person to whom such payment shall have been made to the extent of such payment subject to the provisions of the Guaranty executed by such Guarantor. Notwithstanding any provision of this Agreement to the contrary, all rights of the Guarantors under this Section 11.10 and all other rights of indemnity, contribution or subrogation under applicable law or otherwise shall be fully subordinated to the indefeasible payment in full of the Obligations, and no payments may be made in respect of such rights of indemnity, contribution or subrogation until all the Obligations have been paid in full and the Commitment Commitments shall have expired. No failure on the part of the Company to make the payments required by this Section 11.10 (or any other payments required under applicable law or otherwise) shall in any respect limit the obligations and liabilities of the Guarantors with respect to any Guaranty, and each Guarantor shall remain liable for the full amount of the obligation of the Guarantors under each such Guaranty in accordance therewith.

Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as any Guarantor may have under applicable law, the Company Borrower agrees that in the event a payment shall be made by a Guarantor under a Guaranty in respect of a Credit Extension to the CompanyBorrower, the Company Borrower shall indemnify such Guarantor for the full amount of such payment and such Guarantor shall be subrogated to the rights of the Person to whom such payment shall have been made to the extent of such payment subject to the provisions of the Guaranty executed by such Guarantor. Notwithstanding any provision of this Agreement to the contrary, all rights of the Guarantors under this Section 11.10 and all other rights of indemnity, contribution or subrogation under applicable law or otherwise shall be fully subordinated to the indefeasible payment in full of the Obligations, and no payments may be made in respect of such rights of indemnity, contribution or subrogation until all the Obligations have been paid in full and the Commitment shall have expired. No failure on the part of the Company Borrower to make the payments required by this Section 11.10 (or any other payments required under applicable law or otherwise) shall in any respect limit the obligations and liabilities of the Guarantors with respect to any Guaranty, and each Guarantor shall remain liable for the full amount of the obligation of the Guarantors under each such Guaranty in accordance therewith.

Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as any Guarantor the Guarantors may have under applicable law, the Company agrees that in the event a payment shall be made by a any Guarantor under a Guaranty in respect of a Credit Extension Loan to the Company, the Company shall indemnify such Guarantor for the full amount of such payment and such Guarantor shall be subrogated to the rights of the Person person to whom such payment shall have been made to the extent of such payment subject to the provisions of the Guaranty executed by such Guarantor. Notwithstanding any provision of this Agreement to the contrary, all rights of the Guarantors under this Section 11.10 11.11 and all other rights of indemnity, contribution or subrogation under applicable law or otherwise shall be fully subordinated to the indefeasible payment in full of the Obligations, and no payments may be made in respect of such rights of indemnity, contribution or subrogation until all the Obligations have been paid in full full, all Commitments have expired and the Commitment shall all Letters of Credit have expired. No failure on the part of the Company to make the payments required by this Section 11.10 (or any other payments required under applicable law or otherwise) shall in any respect limit the obligations and liabilities of the Guarantors any Guarantor with respect to any Guaranty, and each Guarantor shall remain liable for the full amount of the obligation of the Guarantors such Guarantor under each such Guaranty in accordance therewith.

Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as any Guarantor may have under applicable law, the Company agrees that in the event a payment shall be made by a any Guarantor under a Guaranty in respect of a Credit Extension Loan to the Company, Company the Company shall indemnify such Guarantor for the full amount of such payment and such Guarantor shall be subrogated to the rights of the Person person to whom such payment shall have been made to the extent of such payment subject to the provisions of the Guaranty executed by such Guarantor. Notwithstanding any provision of this Agreement to the contrary, all rights of the Guarantors any Guarantor under this Section 11.10 and all other rights of indemnity, contribution or subrogation under applicable law or otherwise shall be fully subordinated to the indefeasible payment in full of the Obligations, and no payments may be made in respect of such rights of indemnity, contribution or subrogation until all the Obligations have been paid in full and the Commitment shall all Commitments have expired. No failure on the part of the Company to make the payments required by this Section 11.10 (or any other payments required under applicable law or otherwise) shall in any respect limited the obligations and liabilities required under applicable law or otherwise) shall in any respect limit the obligations and liabilities liability of the Guarantors any Guarantor with respect to any Guaranty, and each Guarantor shall remain liable for the full amount of the obligation of the Guarantors such Guarantor under each such Guaranty in accordance therewith.

Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as any Guarantor the Guarantors may have under applicable law, the Company agrees that in the event a payment shall be made by a any Guarantor under a Guaranty in respect of a Credit Extension Loan to the Company, the Company shall indemnify such Guarantor for the full amount of such payment and such Guarantor shall be subrogated to the rights of the Person person to whom such payment shall have been made to the extent of such payment subject to the provisions of the Guaranty executed by such Guarantor. Notwithstanding any provision of this Agreement to the contrary, all rights of the Guarantors under this Section 11.10 SECTION 11.12 and all other rights of indemnity, contribution or subrogation under applicable law or otherwise shall be fully subordinated to the indefeasible payment in full of the Obligations, and no payments may be made in respect of such rights of indemnity, contribution or subrogation until all the Obligations have been paid in full full, all Commitments have expired and the Commitment shall all Letters of Credit have expired. No failure on the part of the Company to make the payments required by this Section 11.10 SECTION (or any other payments required under applicable law or otherwise) shall in any respect limit the obligations and liabilities of the Guarantors any Guarantor with respect to any Guaranty, and each Guarantor shall remain liable for the full amount of the obligation of the Guarantors such Guarantor under each such Guaranty in accordance therewith.

Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as any Guarantor the Guarantors may have under applicable law, the Company agrees that in the event a payment shall be made by a any Guarantor under a Guaranty in respect of a Credit Extension Loan to the Company, the Company shall indemnify such Guarantor for the full amount of such payment and such Guarantor shall be subrogated to the rights of the Person person to whom such payment shall have been made to the extent of such payment subject to the provisions of the Guaranty executed by such Guarantor. Notwithstanding any provision of this Agreement to the contrary, all rights of the Guarantors under this Section 11.10 SECTION 11.11 and all other rights of indemnity, contribution or subrogation under applicable law or otherwise shall be fully subordinated to the indefeasible payment in full of the Obligations, and no payments may be made in respect of such rights of indemnity, contribution or subrogation until all the Obligations have been paid in full full, all Commitments have expired and the Commitment shall all Letters of Credit have expired. No failure on the part of the Company to make the payments required by this Section 11.10 (or any other payments required under applicable law or otherwise) shall in any respect limit the obligations and liabilities of the Guarantors any Guarantor with respect to any Guaranty, and each Guarantor shall remain liable for the full amount of the obligation of the Guarantors such Guarantor under each such Guaranty in accordance therewith.

Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as any Guarantor the Guarantors may have under applicable law, the Company agrees that in the event a payment shall be made by a any Guarantor under a Guaranty in respect of a Credit Extension Loan to the Company, the Company shall indemnify such Guarantor for the full amount of such payment and such Guarantor shall be subrogated to the rights of the Person person to whom such payment shall have been made to the extent of such payment subject to the provisions of the Guaranty executed by such Guarantor. Notwithstanding any provision of this Agreement to the contrary, all rights of the Guarantors under this Section 11.10 SECTION 11.12 and all other rights of indemnity, contribution or subrogation under applicable law or otherwise shall be fully subordinated to the indefeasible payment in full of the Obligations, and no payments may be made in respect of such rights of indemnity, contribution or subrogation until all the Obligations have been paid in full full, all Commitments have expired and the Commitment shall all Letters of Credit have expired. No failure on the part of the Company to make the payments required by this Section 11.10 (or any other payments required under applicable law or otherwise) shall in any respect limit the obligations and liabilities of the Guarantors any Guarantor with respect to any Guaranty, and each Guarantor shall remain liable for the full amount of the obligation of the Guarantors such Guarantor under each such Guaranty in accordance therewith.

Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as any Guarantor the Guarantors may have under applicable law, the Company agrees that in the event a payment shall be made by a any Guarantor under a Guaranty in respect of a Credit Extension Loan to the Company, the Company shall indemnify such Guarantor for the full amount of such payment and such Guarantor shall be subrogated to the rights of the Person person to whom such payment shall have been made to the extent of such payment subject to the provisions of the Guaranty executed by such Guarantor. Notwithstanding any provision of this Agreement to the contrary, all rights of the Guarantors under this Section 11.10 11.11 and all other rights of indemnity, contribution or subrogation under applicable law or otherwise shall be fully subordinated to the indefeasible payment in full of the Obligations, and no payments may be made in respect of such rights of indemnity, contribution or subrogation until all the Obligations have been paid in full full, all Commitments have expired and the Commitment shall all Letters of Credit have expired. No failure on the part of the Company a Borrower to make the payments required by this Section 11.10 (or any other payments required under applicable law or otherwise) shall in any respect limit the obligations and liabilities of the Guarantors any Guarantor with respect to any Guaranty, and each Guarantor shall remain liable for the full amount of the obligation of the Guarantors such Guarantor under each such Guaranty in accordance therewith.

Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as any Guarantor that the Subsidiary Guarantors may have under applicable law, the Company Borrower agrees that in the event a payment shall be made by a Guarantor under a Guaranty in respect of a Credit Extension to the Company, the Company shall Borrower will indemnify such Subsidiary Guarantor for the full amount of such any payment made thereby pursuant to this Section with respect to the Guaranteed Obligations of the Borrower and such Subsidiary Guarantor shall be subrogated to the rights of the Person to whom such payment shall have been is made to the extent of such payment; PROVIDED, HOWEVER, that such Subsidiary Guarantor shall not enforce its rights to any payment subject to the provisions by way of the Guaranty executed by such Guarantor. Notwithstanding any provision of this Agreement to the contrary, all rights of the Guarantors under this Section 11.10 and all other rights of indemnity, contribution or subrogation under applicable law or otherwise shall be fully subordinated to the indefeasible payment in full of the Obligations, and no payments may be made in respect of such rights of indemnity, contribution indemnity or subrogation until all of the Secured Obligations shall have been finally paid in full and may not under applicable insolvency laws be required to be repaid by the Commitment shall have expiredDesignated Letter of Credit Issuer, the Designated Hedge Creditor or the Lenders. No failure on the part If any Subsidiary Guarantor makes a payment in respect of the Company Guaranteed Obligations, it shall be subrogated to make the payments required by this Section 11.10 (or any other payments required under applicable law or otherwise) shall in any respect limit the obligations and liabilities rights, if any, of the payees against the other Subsidiary Guarantors with respect to any Guaranty, such payment and each Guarantor shall remain liable for have the full amount rights of contribution set forth below against the obligation of the Guarantors under each such Guaranty in accordance therewith.other Subsidiary Guarantors. 97 104

Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as any Guarantor may have under applicable law, the Company agrees that in the event a payment shall be made by a any Guarantor under a Guaranty in respect of a Credit Extension Loan to the Company, Company the Company shall indemnify such Guarantor for the full amount of such payment and such Guarantor shall be subrogated to the rights of the Person person to whom such payment shall have been made to the extent of such payment subject to the provisions of the Guaranty executed by such Guarantor. Notwithstanding any provision of this Agreement to the contrary, all rights of the Guarantors any Guarantor under this Section 11.10 and all other rights of indemnity, contribution or subrogation under applicable law or otherwise shall be fully subordinated to the indefeasible payment in full of the Obligations, and no payments may be made in respect of such rights of indemnity, contribution or subrogation until all the Obligations have been paid in full and the Commitment shall all Commitments have expired. No failure on the part of the Company to make the payments required by this Section 11.10 (or any other payments required under applicable law or otherwise) shall in any respect limit the obligations and liabilities liability of the Guarantors any Guarantor with respect to any Guaranty, and each Guarantor shall remain liable for the full amount of the obligation of the Guarantors such Guarantor under each such Guaranty in accordance therewith.. Second Amended and Restated Credit Agreement – BreitBurn Operating L.P

Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as any Guarantor may have under applicable law, the Company agrees that in the event a payment shall be made by a any Guarantor under a Guaranty in respect of a Credit Extension Loan to the Company, the Company shall indemnify such Guarantor for the full amount of such payment and such Guarantor shall be subrogated to the rights of the Person person to whom such payment shall have been made to the extent of such payment subject to the provisions of the Guaranty executed by such Guarantor. Notwithstanding any provision of this Agreement to the contrary, all rights of the Guarantors any Guarantor under this Section 11.10 and all other rights of indemnity, contribution or subrogation under applicable law or otherwise shall be fully subordinated to the indefeasible payment in full of the Obligations, and no payments may be made in respect of such rights of indemnity, contribution or subrogation until all the Obligations have been paid in full and the Commitment shall all Commitments have expired. No failure on the part of the Company to make the payments required by this Section 11.10 (or any other payments required under applicable law or otherwise) shall in any respect limited the obligations and liabilities required under applicable law or otherwise) shall in any respect limit the obligations and liabilities liability of the Guarantors any Guarantor with respect to any Guaranty, and each such Guarantor shall remain liable for the full amount of the obligation of the Guarantors such Guarantor under each such Guaranty in accordance therewith.

Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as any Guarantor may have under applicable law, the Company agrees that in the event a payment shall be made by a Guarantor under a Guaranty in respect of a Credit Extension the Loans to the Company, the Company shall indemnify such Guarantor for the full amount of such payment and such Guarantor shall be subrogated to the rights of the Person to whom such payment shall have been made to the extent of such payment subject to the provisions of the Guaranty executed by such Guarantor. Notwithstanding any provision of this Agreement to the contrary, all rights of the Guarantors under this Section 11.10 and all other rights of indemnity, contribution or subrogation under applicable law or otherwise shall be fully subordinated to the indefeasible payment in full of the Obligations, and no payments may be made in respect of such rights of indemnity, contribution or subrogation until all the Obligations have been paid in full and the Commitment shall have expired. No failure on the part of the Company to make the payments required by this Section 11.10 (or any other payments required under applicable law or otherwise) shall in any respect limit the obligations and liabilities of the Guarantors with respect to any Guaranty, and each Guarantor shall remain liable for the full amount of the obligation of the Guarantors under each such Guaranty in accordance therewith.

Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as any Guarantor the Guarantors may have under applicable law, the Company each Borrower agrees that in the event a payment shall be made by a any Guarantor under a Guaranty in respect of a Credit Extension Loan to the Companysuch Borrower, the Company such Borrower shall indemnify such Guarantor for the full amount of such payment and such Guarantor shall be subrogated to the rights of the Person person to whom such payment shall have been made to the extent of such payment subject to the provisions of the Guaranty executed by such Guarantor. Notwithstanding any provision of this Agreement to the contrary, all rights of the Guarantors under this Section 11.10 10.18 and all other rights of indemnity, contribution or subrogation under applicable law or otherwise shall be fully subordinated to the indefeasible payment in full of the Obligations, and no payments may be made in respect of such rights of indemnity, contribution or subrogation until all the Obligations have been paid in full and the Commitment shall have expired. No failure on the part of the Company a Borrower to make the payments required by this Section 11.10 (or any other payments required under applicable law or otherwise) shall in any respect limit the obligations and liabilities of the Guarantors any Guarantor with respect to any Guaranty, and each Guarantor shall remain liable for the full amount of the obligation obligations of the Guarantors such Guarantor under each such Guaranty in accordance therewith.