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<br />3591169 11/21/2008 02:18P Weld County, CO
<br />7 of 22 R 111.00 D 0.00 Steve Moreno Clerk & Recorder
<br />claims shall be governed by the terms of this Agreement), each party shall be and remain
<br />responsible for its own liability for all losses, claims, damages, demands, suits, causes of action,
<br />fines, penalties, expenses and liabilities, including without limitation attorneys' fees and other
<br />costs associated therewith (all of the aforesaid herein referred to collectively as "Claims"),
<br />arising out of or connected with each such party's ownership or operations on the Property, no
<br />matter when asserted, subject to applicable statutes of limitations. Each such party shall release,
<br />defend, indemnify and hold the other parties, their officers, directors, employees, successors and
<br />assigns, harmless against all such Claims. This provision does not, and shall not be construed to,
<br />create any rights in persons or entities not a party to this Agreement, nor does it create any
<br />separate rights in parties to this Agreement other than the right to be indemnified for Claims as
<br />provided herein;
<br />c. Upon the assignment or conveyance of a party's entire interest in the Property,
<br />that party shall be released from its indemnification in Section 12.b. above, for all actions or
<br />occurrences happening after such assignment or conveyance.
<br />13. ENVIRONMENTAL INDEMNITY.
<br />The provisions of Section 12 above, except for Section 12.a., shall not apply to any
<br />environmental matters, which shall be governed exclusively by the following, subject to the
<br />limitations of Section 12.a. above:
<br />a. "Environmental Claims" shall mean all Claims asserted by governmental
<br />bodies or other third parties for pollution or environmental damage of any kind, arising from
<br />operations on or ownership of the Property or ownership of the oil and gas leasehold interest,
<br />whichever is applicable, and all cleanup and remediation costs, fines and penalties associated
<br />therewith, including but not limited to any Claims arising from Environmental Laws or relating
<br />to asbestos or to naturally occurring radioactive material. Environmental Claims shall not include
<br />the costs of any remediation undertaken voluntarily by any party, unless such remediation is
<br />performed under the imminent threat of a Claim by a governmental body or other third party;
<br />b. "Environmental Laws" shall mean any laws, regulations, rules,
<br />ordinances, or order of any governmental authority(ies), which relate to or otherwise impose
<br />liability, obligation, or standards with respect to pollution or the protection of the environment,
<br />including but not limited to, the Comprehensive Environmental Response, Compensation and
<br />Liability Act of 1980, as amended (42 U.S.C. § 9601 et seq.), the Resource Conservation and
<br />Recovery Act of 1976 (42 U.S.C. §§ 6901 et seq.), the Clean Water Act (33 U.S.C. §§ 466 et
<br />seq.), the Safe Drinking Water Act (14 U.S.C. §§ 1401 1450), the Hazardous Material
<br />Transportation Act (49 U.S.C. §§ 1801 et seq.), the Clean Air Act, and the Toxic Substances
<br />Control Act (15 U.S.C. §§ 2601 2629); and
<br />c. Environmental Indemnification. Each Party shall protect, defend,
<br />indemnify, and hold harmless the other Party, and any owner who acquires any interest in the
<br />Property from from either Party from any and all Environmental Claims relating to the Property
<br />or the respective property rights of the Parties in and to the Property that arise out of the Parties'
<br />ownership and operation of their respective property rights in and to the Property and their
<br />ownership and operation of their easements or rights-of-way on the Property.
<br />7
<br />Surface Use Agreement
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