ENVIRONMENTAL INDEMNITY
This Environmental Indemnity (as amended, modified or otherwise
supplemented from time to time, this "Indemnity") is made and entered into as of
June 3, 1999, by and between Riviera Black Hawk, Inc., a Colorado corporation
(the "Company"), as indemnitor ("Indemnitor"), and IBJ WHITEHALL BANK & TRUST
COMPANY, a New York banking association, having an office at Xxx Xxxxx Xxxxxx,
00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as trustee (in such capacity, together
with its successors and assigns in such capacity, the "Trustee") under the
Indenture referred to below for the holders from time to time (the "Holders") of
the First Mortgage Notes due 2005 (together with any amendments, supplements,
modifications, renewals or extensions thereof and any notes issued in
replacement thereof or exchange therefor from time to time, the "Notes"), in the
original aggregate principal amount of $45,000,000, issued by Indemnitor.
RECITALS
A. Indemnitor is the present owner or lessee of the real property
included in the Collateral (together with all other property at any time owned,
leased or managed by Indemnitor and (i) subject to a Lien in favor of the
Trustee or (ii) on which any equipment subject to a Lien in favor of the Trustee
is located (the "Trust Property")).
B. Indemnitor and the Trustee are, contemporaneously with the execution
and delivery of this Indemnity, entering into a certain Indenture, dated as of
June 3, 1999, between Indemnitor and the Trustee (as the same may be
supplemented, amended, restated or otherwise modified from time to time, the
"Indenture") pursuant to which Indemnitor is issuing the Notes.
C. The Holders have required, as a condition precedent to entering into
the Indenture, that Indemnitor shall have executed and delivered this Indemnity
for the benefit of the Trustee and the ratable benefit of the Holders.
NOW, THEREFORE, the parties hereto agree as follows:
1. Recitals. The Recitals are incorporated herein by this reference.
2. Definitions. Capitalized terms used herein but not otherwise defined
shall have the meanings assigned to such terms in the Indenture. For purposes of
this Indemnity, the following terms have the meanings set forth below.
"Adjacent Property" means any property so situated as to pose a
risk that a Hazardous Material could spread onto the Trust Property.
"Environmental Laws" collectively means and includes any and all
applicable present and, other than with respect to Section 3, future local,
state and federal law relating to the environment and environmental conditions,
including, without limitation, the Colorado Air Quality Control Act, Colo. Rev.
Stat. ssss 25-7-101 et seq.; the Colorado Water Quality Control Act, Colo. Rev.
Stat. ssss 25-8-101 et seq.; the Hazardous Waste Statute, Colo. Rev. Stat.
ssss 00-00-000 et seq.; the Hazardous Waste Sites Cleanup Statute, Colo. Rev.
Stat. ssss 00-00-000 et seq.; the Petroleum Storage Tank Statute, Colo. Rev.
Stat. ssss 8-20.5-101 et seq.; the Radiation Control Act, Colo. Rev. Stat. ssss
00-00-000 et seq.; the Colorado Hazardous Substance Incidents Statute, Colo.
Rev. Stat. ssss 00-00-000 et seq.; the Colorado Hazardous Substances Act of
1973, Colo. Rev. Stat. ssss 25-5-501 et seq.; the Resource Conservation and
Recovery Act of 1976 ("RCRA"), 42 U.S.C. ss 6901 et seq.; the Comprehensive
Environmental Response, Compensation and Liability Act of 1980 ("CERCLA"), 42
U.S.C. ssss 9601-9657, as amended by the Superfund Amendments and
Reauthorization Act of 1986 ("XXXX"), the Hazardous Materials Transportation
Act, 49 U.S.C. ss 6901, et seq.; the Federal Water Pollution Control Act, 33
U.S.C. ssss 1251 et seq.; the Clean Air Act, 42 U.S.C. ssss 741 et seq.; the
Clean Water Act, 33 U.S.C. ss 7401 et seq.; the Toxic Substances Control Act, 15
U.S.C. ssss 2601-2629, the Safe Drinking Water Act, 42 U.S.C. ssss 300f-300j, or
any other similar federal, state or local law of similar effect, each as
amended, and any and all regulations, orders, and decrees now or hereafter
promulgated thereunder or any and all common law requirements, rules and bases
of liability regulating, relating to or imposing liability or standards of
conduct concerning pollution or protection of human health or the environment,
as now or may at any time hereafter be in effect.
"Hazardous Materials" means (i) those substances deemed hazardous,
toxic, contaminating or polluting under any Environmental Law or by any
governmental agency pursuant to any Environmental Law, including, without
limitation, asbestos, petroleum products or by-products (including, without
limitation, crude oil or any fraction thereof), the group of organic compounds
known as polychlorinated biphenyls, radon gas, urea formaldehyde, radioactive
materials, toxic, infectious, reactive, corrosive, ignitable or flammable
chemicals and chemicals known to cause cancer or adverse health effects; and
(ii) any items included in the definition of hazardous or toxic waste, materials
or substances under any Environmental Law.
"Material Adverse Effect" means any event, matter, condition or
circumstance which (i) has or would reasonably be expected to have a material
adverse effect on the business, properties, results of operations, or financial
condition of Indemnitor and its Subsidiaries, taken as a whole; or (ii) would
materially impair the ability of Indemnitor or any other Person to perform or
observe its obligations under or in respect of the Indenture, this Indemnity,
any Collateral Document, or any other document entered into by Indemnitor in
connection with the foregoing (collectively, the "Transaction Documents"), in
whole or part, or (iii) affects the legality, validity, binding effect or
enforceability of any of the Indenture or any other Transaction Document, in
whole or in part, or the perfection or priority of, or the ability to exercise
remedies with respect to, the Liens granted to the Trustee.
"Premises" means the real property, together with any additional
real property hereafter encumbered by the Lien of the Deed of Trust, and all
improvements now or hereafter located thereon, and all rights and interests of
the Company therein.
3. Representations and Warranties. Except as would not constitute a
Material Adverse Effect or except as otherwise set forth on Schedule 1,
Indemnitor represents and warrants that (1) no Hazardous Material has been
installed, used, generated, manufactured, treated, handled, refined, produced,
processed, stored or disposed of in, on or under the Trust Property, including,
without limitation, the surface and subsurface waters of the Trust Property,
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except in compliance in all material respects with Environmental Laws; (2) no
activity has been undertaken on the Trust Property by Indemnitor, its agents,
employees or contractors or to its knowledge any other Person, which would
cause, or has caused, (i) the Trust Property to become a hazardous waste
treatment, storage or disposal facility within the meaning of, or otherwise
violate, any currently effective Environmental Law, (ii) a release or threatened
release of Hazardous Materials from the Trust Property within the meaning of, or
otherwise violate, any currently effective Environmental Law, or (iii) the
discharge or emission of Hazardous Materials which would require a permit under
any currently effective Environmental Law that has not been obtained and is in
full force and effect; (3) no conditions caused by Indemnitor, its agents,
employees or contractors or, to its knowledge, any other Person, with respect to
the Trust Property cause a violation or support a claim under any currently
effective Environmental Law; (4) to the best of Indemnitor's knowledge after due
inquiry, no underground storage tanks are located on the Trust Property or have
been located on the Trust Property and subsequently removed or filled; (5) with
respect to the Trust Property, Indemnitor has not received any notice at any
time that it is or was claimed to be in violation of or in non-compliance with
the conditions of any currently effective Environmental Law; and (6) there is
not now pending or threatened any action, judgment, claim, consent decree,
judicial or administrative orders or agreements, or governmental liens with
respect to Indemnitor or the Trust Property relating to any currently effective
Environmental Law.
4. Covenants. Indemnitor covenants: (i) that no Hazardous Materials
shall be installed, used, generated, manufactured, treated, handled, refined,
produced, processed, stored or disposed of in, on or under the Trust Property,
except in all material respects in compliance with all applicable rules,
regulations and laws; (ii) that no activity shall be undertaken on the Trust
Property which would cause (A) the Trust Property to become a hazardous waste
treatment, storage or disposal facility, as such terms are defined and
classified under any Environmental Law, (B) a release or threatened release of
Hazardous Materials on or from the Trust Property within the meaning of, or
otherwise violate, any Environmental Law (except as expressly permitted in
writing by a governmental authority), or (C) the discharge of Hazardous
Materials into any watercourse, body of surface or subsurface water or wetland,
or the discharge into the atmosphere of any Hazardous Materials, that would
require a permit under any Environmental Law and for which no such permit has
been issued; (iii) that no activity shall be undertaken or permitted to be
undertaken by Indemnitor on the Trust Property which would reasonably be
expected to result in a violation under any Environmental Law; (iv) that soils
excavated during construction and groundwater generated during dewatering
activities on the Trust Property shall be handled and disposed of in compliance
with Environmental Laws in all material repects; and (v) promptly following
completion of any remedial actions imposed upon Indemnitor under any
Environmental Law by a governmental agency in response to a violation of
Environmental Laws or any environmental permits, licenses, approvals or
authorizations or a release of Hazardous Materials at or from the Trust
Property, Indemnitor shall obtain and deliver to the Trustee, either (x) an
environmental report in form and substance reasonably acceptable to the Trustee
from an environmental consultant reasonably acceptable to the Trustee, stating
that all required action has been taken, and that upon completion of such
action, the Trust Property is, to the knowledge of such professional, then in
compliance with applicable Environmental Laws, or (y) a statement
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from the governmental agency that required such action to the effect that all
required action has been taken to its satisfaction.
5. Indemnities. Indemnitor hereby agrees to unconditionally indemnify,
defend, and hold the Trustee and the Holders harmless against: (1) any loss,
fines, penalties, actions, suits, proceedings, liability, damage, expense or
claim incurred in connection with, arising out of, resulting from or incident to
the application of any Environmental Law with respect to the Trust Property; (2)
any breach of any representation or warranty or the inaccuracy of any
representation made by Indemnitor in or pursuant to this Indemnity; (3) any
breach of any covenant or agreement made by Indemnitor in or pursuant to this
Indemnity; (4) any liability or obligation arising out of CERCLA, any equivalent
state statute or any other Environmental Law which may be incurred or asserted
against the Trustee or the Holders, directly or indirectly, under Environmental
Laws, with respect to the Trust Property; and (5) any other loss, liability,
damage, expense or claim which may be incurred by or asserted against the
Trustee or the Holders, directly or indirectly, resulting from the presence of
Hazardous Material on the Trust Property. Notwithstanding anything herein to the
contrary, this Indemnity shall not be construed to impose liability on
Indemnitor for Hazardous Materials placed, released or disposed of on the Trust
Property or any obligation or liability under Environmental Law (except to the
extent of Indemnitors' or its agents', employees' or contractors' fault) (i)
after the date of foreclosure, assignment (other than an assignment by the
Trustee to a successor trustee under the Indenture) or sale, (ii) after the
acceptance by the Trustee of a deed in lieu of foreclosure, (iii) during any
period during which a receiver appointed upon the request or petition of the
Trustee is in possession of the Trust Property or the Trustee operates the Trust
Property as a mortgagee in possession, or (iv) to the extent such liability
arises from the gross negligence or willful misconduct of the Trustee or any
indemnitee hereunder.
6. Duration of Indemnity. The duration of Indemnitor's obligations
hereunder shall cease upon repayment of the Notes and/or the release of the Deed
of Trust; provided, however, that Indemnitor's obligations with respect to
Sections 5 and 9 shall not cease until the expiration of the statute of
limitations period applicable to the subject matter of the underlying claim.
7. Notices from Indemnitor. Indemnitor shall, promptly after obtaining
knowledge thereof, advise the Trustee in writing of (i) any governmental or
regulatory actions instituted or threatened in writing under any Environmental
Law affecting the Trust Property or this Indemnity or any requirement by a
government or regulatory agency to take material response action with respect to
the presence of Hazardous Materials on the Trust Property, including, without
limitation, any notice of inspection (other than routine inspections), abatement
or noncompliance; (ii) all claims made or threatened in writing by any third
party against Indemnitor or the Trust Property relating to any Hazardous
Material or a violation of an Environmental Law with respect to the Trust
Property; and (iii) Indemnitor's discovery of any occurrence or condition on the
Trust Property or any Adjacent Property that would reasonably be expected to
subject Indemnitor or the Trust Property to (A) a material claim under any
Environmental Law or (B) any restriction on ownership, occupancy,
transferability or material change in use of the Trust Property under any
Environmental Law. Indemnitor shall deliver to the Trustee such documentation or
records as the Trustee may reasonably request and that are susceptible of being
obtained by Indemnitor relating
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to the Trust Property in relation to any Environmental Law without undue cost or
expense and without the necessity for initiating legal proceedings to obtain the
same.
8. Notice of Claims Against Indemnitees. The Trustee agrees that it
shall provide Indemnitor with written notice of any claim or demand that the
Trustee has determined could give rise to a right of indemnification under this
Indemnity; provided that the failure to give any such notice shall not limit
Indemnitor's obligations hereunder. Such notice shall be given a reasonable time
after the Trustee becomes aware of the relevant facts and shall specify, to the
best of the Trustee's knowledge, the facts giving rise to the alleged claim, and
the amount, to the extent determinable, of liability for which indemnity is
asserted. Indemnitor agrees that in any action, suit or proceeding brought
against the Trustee or any Holder of a Note, the Trustee or such Holder, as the
case may be, may be represented by counsel chosen by the Trustee or such Holder,
as the case may be, without affecting or otherwise impairing this Indemnity and,
to the extent fees and disbursements to such counsel are reasonably incurred in
protecting the Trustee's or such Holder's interests, to pay such fees and
disbursements. The Trustee agrees that, as to any action, suit or proceeding for
which Indemnitor has acknowledged in writing and undertaken its obligation to
indemnify, defend and hold the Holders harmless with respect thereto, the
Trustee will not settle or otherwise compromise any such action, suit or
proceeding without the prior written consent of Indemnitor, which consent shall
not be unreasonably withheld or delayed. If, as to any such action, suit or
proceeding for which Indemnitor has acknowledged in writing and undertaken their
obligation to indemnify, defend and hold the Holders harmless with respect
thereto, without obtaining the prior written consent in writing of Indemnitor,
the Trustee compromises or otherwise settles such action, suit or proceeding,
any such compromise or settlement without the consent of Indemnitor shall not be
binding upon Indemnitor. Indemnitor agrees that it will not settle or compromise
such action, suit or proceeding without the Trustee's prior written consent,
which consent shall not be unreasonably withheld or delayed.
9. Payment of the Trustee's Expenses. If i) after notice of claim under
Section 8 the Trustee retains counsel for advice or other representation in any
litigation, contest, dispute, suit or proceeding (whether instituted by the
Trustee, Indemnitor, or any other party, including any governmental agency
charged with enforcement of any Environmental Law) in any way relating to this
Indemnity, or ii) pursuant to efforts initiated in good faith to enforce this
Indemnity, then all of the reasonable attorneys' fees arising from such services
and all related expenses and court costs shall be payable by Indemnitor within
thirty (30) days after demand.
10. Environmental Inspections. With written notice during regular
business hours (or with such notice and upon such terms as are reasonable in
light of the circumstances), the Trustee may enter the Trust Property to
ascertain its environmental condition and with the reasonable belief that there
has been, or could be, a release or threatened release of Hazardous Materials or
a violation of Environmental Laws may sample building materials, take soil
samples and/or test borings, and otherwise inspect the Trust Property. The
Trustee shall conduct such inspection in a reasonable manner so as to not unduly
disrupt the operation of Indemnitor and its contractors.
11. Obligations Absolute; Waivers. Except as otherwise provided in
Sections 5, 6, and 8, the obligations of Indemnitor hereunder shall remain in
full force without regard to, and shall not be impaired by the following, any of
which may be taken in such manner, upon such terms and
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at such times as the Trustee, in accordance with the terms of the Indenture,
this Indemnity, any Collateral Document, or any other document entered into by
Indemnitor in connection with the foregoing, deems advisable, without the
consent of, or notice to, Indemnitor (except to the extent that it may be
entitled to consent or notice, in its capacity as an Issuer), nor shall any of
the following give Indemnitor any recourse or right of action against the
Trustee or any holder of a Note: (i) any express amendment, modification,
renewal, addition, supplement, extension or acceleration of or to the Notes or
the Indenture, this Indemnity, any Collateral Document, or any other document
entered into by Indemnitor in connection with the foregoing (including, without
limitation, this Indemnity, unless expressly agreed by the parties hereto in
writing); (ii) any exercise or non-exercise by the Trustee of any right or
privilege under the Indenture, this Indemnity, any Collateral Document, or any
other document entered into by Indemnitor in connection with the foregoing;
(iii) any bankruptcy, insolvency, reorganization, composition, adjustment,
dissolution, liquidation or other like proceeding relating to Indemnitor, or any
affiliate of Indemnitor, or any action taken with respect to this Indemnity by
any trustee or receiver, or by any court, in any such proceeding, whether or not
Indemnitor shall have had notice or knowledge of any of the foregoing; (iv) any
release, waiver or discharge of Indemnitor (other than under this Indemnity) or
any endorser or other guarantor from liability under any of the Indenture, this
Indemnity, any Collateral Document, or any other document entered into by
Indemnitor in connection with the foregoing or Indemnitor's grant to the Trustee
of a security interest, Lien or encumbrance in any of Indemnitor's property; (v)
unless expressly agreed by the parties hereto in writing, any subordination,
compromise, settlement, release (by operation of law or otherwise), discharge,
compound, collection, or liquidation of the Indenture, this Indemnity (unless
expressly agreed to by the parties hereto in writing), any Collateral Document,
or any other document entered into by Indemnitor in connection with the
foregoing or any collateral described in the Indenture, this Indemnity, any
Collateral Document, or any other document entered into by Indemnitor in
connection with the foregoing or otherwise, or any substitution with respect
thereto; (vi) any assignment or other transfer of the Indenture, this Indemnity,
any other Collateral Document, or any other document entered into by Indemnitor
in connection with the foregoing, in whole or in part; (vii) any acceptance of
partial performance of any of the obligations of Indemnitor under the Indenture,
this Indemnity, any other Collateral Document, or any other document entered
into by Indemnitor in connection with the foregoing; (viii) any consent to the
transfer of any collateral described in the Indenture, this Indemnity, any
Collateral Document, or any other document entered into by Indemnitor in
connection with the foregoing or otherwise; and (ix) any bid or purchase at any
sale of the collateral described in the Indenture, this Indemnity, any
Collateral Document, or any other document entered into by Indemnitor in
connection with the foregoing.
Except as otherwise provided in Sections 5, 6, and 8, the Indemnitor
unconditionally waives any defense to the enforcement of this Indemnity,
including, without limitation: (1) all presentments, demands (except as provided
herein and in the Transaction Documents), demands for performance, notices of
nonperformance, protests, notices of protest, dishonor, nonpayment, partial
payment or default, notices of acceptance of this Indemnity and all other
notices and formalities to which the Indemnitor may be entitled; (2) any right
to require the Trustee to proceed against any guarantor or to proceed against or
exhaust any collateral described in the Indenture, this Indemnity, any
Collateral Document, or any other document entered into by
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Indemnitor in connection with the foregoing or to pursue any other remedy
whatsoever; (3) the defense of any statute of limitations affecting the
liability of Indemnitor hereunder, the liability of Indemnitor or any guarantor
under the Indenture, any Collateral Document, or any other document entered into
by Indemnitor in connection with the foregoing, or the enforcement hereof, to
the extent permitted by law; (4) any defense arising by reason of any invalidity
or unenforceability of the Indenture, any Collateral Document, or any other
document entered into by Indemnitor in connection with the foregoing or any
guarantor or of the manner in which the Trustee has exercised its remedies under
the Indenture, this Indemnity, any Collateral Document, or any other document
entered into by Indemnitor in connection with the foregoing; (5) any defense
based upon any election of remedies by the Trustee, including, without
limitation, any election to proceed by judicial or nonjudicial foreclosure of
any security, whether real property or personal property security, or by deed in
lieu thereof, and whether or not every aspect of any foreclosure sale is
commercially reasonable, or any election of remedies (including, but not limited
to, remedies relating to real property or personal property security) that
destroys or otherwise impairs the rights of Indemnitor to proceed against any
other indemnitor or any other guarantor for reimbursement, or both; (6) any duty
of the Trustee to advise Indemnitor of any information known to the Trustee
regarding the financial condition of any guarantor or of any other circumstance
affecting any guarantor's ability to perform its obligations to the Trustee, it
being agreed that Indemnitor assumes the responsibility for being and keeping
informed regarding such condition or any such circumstances; (7) any right of
subrogation and any rights to enforce any remedy that the Trustee now has or may
hereafter have against any guarantor and any benefit of, and any right to
participate in, any security now or hereafter held by the Holders, until all
obligations under the Indenture, this Indemnity, any Collateral Document, or any
other document entered into by Indemnitor in connection with the foregoing have
been fully paid and indefeasibly performed; and (8) to the extent permitted by
law, any right to assert against the Trustee or any holder of a Note any legal
or equitable defense, counterclaim, set-off or crossclaim that it may now or at
any time or times hereafter have against any other indemnitor.
12. No Waiver. Indemnitor's obligations hereunder shall in no way be
impaired, reduced or released by reason of the Trustee's omission or delay to
exercise any right described herein or in connection with any notice (except for
notices required of the Trustee pursuant to this Indemnity), demand, warning or
claim regarding violations of any Environmental Laws governing the Trust
Property, except as expressly provided in Section 5 hereof.
13. Recourse.
(a) Indemnitor agrees that the obligations of Indemnitor hereunder
are separate, independent of and in addition to Indemnitor's obligations under
the Indenture or any other Transaction Document.
(b) Indemnitor agrees that a separate action may be brought to
enforce the provisions of this Indemnity, which shall in no way be deemed to be
an action on the Notes, whether or not the Trustee would be entitled to a
deficiency judgment following a judicial foreclosure or sale under any Deed of
Trust. Indemnitor waives any right to require that any action be brought by the
Trustee or any holder of a Note against Indemnitor or any other Person, or that
any other remedy under the Indenture, this Indemnity, any other Collateral
Document, or
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any other document entered into by Indemnitor in connection with the foregoing
be exercised. The Trustee may, at its option, proceed against Indemnitor in the
first instance to collect monies when due or to obtain performance under this
Indemnity, without first proceeding against Indemnitor or any other indemnitor
or any other Person and without first resorting to any other indemnity, the
Indenture, this Indemnity, any Collateral Document, or any other document
entered into by Indemnitor in connection with the foregoing or any other remedy
under the Indenture, this Indemnity, any Collateral Document, or any other
document entered into by Indemnitor in connection with the foregoing.
(c) This Indemnity is not given as additional security for the
Notes and is entirely independent of the Notes (except as provided in Section
5), and shall not be measured or affected by any amounts at any time owing under
the other Transaction Documents, the sufficiency or insufficiency of any
collateral (including without limitation the Premises) given to the Trustee to
secure repayment of the Notes, or the consideration given by the Trustee or any
other party in order to acquire the Premises or any portion thereof. None of the
obligations of Indemnitor hereunder shall be in any way secured by the lien of
the Deed of Trust or any other Transaction Document.
14. Successors and Assigns. Subject to the provisions of Sections 5 and
6, this Indemnity shall be continuing, irrevocable and binding on Indemnitor and
its successors and assigns, and this Indemnity shall be binding upon and shall
inure to the benefit of the Trustee and each Holder and their respective
successors and assigns. The death or dissolution of Indemnitor shall not affect
this Indemnity or any of Indemnitor's obligations hereunder. It is agreed by
Indemnitor that its liabilities hereunder are not contingent on the signature of
any other indemnitor under any other indemnity.
15. Notices. All notices, demands and other communications under this
Indemnity shall be given in accordance with Section 11.2 of the Indenture.
16. Entire Agreement. This Indemnity constitutes the entire agreement
among the parties with respect to the subject matter hereof and supersedes all
prior agreements and understandings, both written and oral, between the parties
with respect to the subject matter contained in this Indemnity.
17. Amendment and Waiver. This Indemnity may not be amended except by a
writing signed by all the parties, nor shall observance of any term of this may
be waived except with the written consent of the Trustee.
18. Governing Law. This Indemnity shall be governed and construed as to
interpretation, enforcement, validity, construction, effect and in all other
respects by the laws, statutes and decisions of the State of New York, without
regard to the principles of conflict of laws thereof.
19. Counterparts. This Indemnity may be executed in any number of
counterparts, each of which shall be deemed an original, and all of which taken
together shall constitute one and the same agreement.
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20. Severability. All provisions contained in this Indemnity are
severable and the invalidity or unenforceability of any provision shall not
affect or impair the validity or enforceability of the remaining provisions of
this Indemnity.
21. Headings. The descriptive headings of the Sections of this
Indemnity are inserted for convenience only and do not constitute a part of this
Indemnity.
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IN WITNESS WHEREOF, this Environmental Indemnity has been executed as
of the date first above written.
TRUSTEE: IBJ WHITEHALL BANK & TRUST COMPANY,
a New York banking association,
By:
---------------------------------
Name:
Title:
INDEMNITOR: RIVIERA BLACK HAWK, INC.,
a Colorado corporation
By:
---------------------------------
Name:
Title:
[Signature page to Environmental Indemnity]
SCHEDULE 1
[Company to Provide]
Schedule 1-1
