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<br />reasonably incur in taking such action, including, but not limited
<br />to, costs incurred in searching records, the cost of title reports,
<br />surveyors' regorts and foreclosure reports, and attorneys' fees,
<br />whether incurred in a suit or action or appeal from a judgment or
<br />decree therein, in bankruptcy proceedings, in connection with
<br />nonjudicial action or otherwise.
<br />24. Sub-iect to Reclamation Bond. This sale is subject to the
<br />lien on the Real Property, if any, in favor of Pioneer General
<br />Insurance Company ("Pioneer") which secures a bond issued by
<br />Pioneer in the amount of Forty Seven Thousand Five Hundred and
<br />Noj100 Dollars (547,500.00) ("Bond") covering the costs of
<br />environmental clean up and reclamation of the Real Property. Prior
<br />to closing, Buyer must present evidence satisfactory to Seller that
<br />Buyer has obtained the consent and agreement of the Colorado
<br />Division of Minerals and Geology ("CDMG") resolving all applicable
<br />environmental reclamation obligations relating to the Bond and the
<br />Real Property. Seller or Debtor's Bankruptcy Estate shall have no
<br />liability under the Bond upon closing of the sale of the Property
<br />to Buyer.
<br />25. Environmental Liability and Indemnity. ON THE CLOSING
<br />DATE, BUYER SHALL BE THE SOLE OBLIGOR WITH RESPECT TO ALL INDEMNITY
<br />MATTERS (AS HEREINAFTER DEFINED). TO SUCH END, BUYER SHALL
<br />INDEMNIFY SELLER AND ITS OFFICERS, DIRECTORS, EMPLOYEES,
<br />REPRESENTATIVES, AGENTS, ATTORNEYS AND AFFILIATES,
<br />PREDECESSORS-IN-INTEREST, SUCCESSORS AND ASSIGNS (EACH, AN
<br />"INDEMNIFIED PARTY") FROM, HOLD EACH OF THEM HARMLESS AGAINST, AND
<br />REFRAIN FROM CREATING OR ASSERTING AGAINST ANY OF THEM, ANY AND ALL
<br />ACTIONS, SUITS, PROCEEDINGS (INCLUDING ANY INVESTIGATIONS,
<br />LITIGATION OR INQUIRIES), CLAIMS, DEMANDS, CAUSES OF ACTION, COSTS,
<br />LOSSES, LIABILITIES, DAMAGES OR EXPENSES OF ANY RIND OR NATURE
<br />WHATSOEVER INCLUDING, WITHOUT LIMITATION, THOSE BASED UPON
<br />NEGLIGENCE, GROSS NEGLIGENCE AND WILLFUL MISCONDUCT, WHICH MAY BE
<br />INCURRED BY OR ASSERTED AGAINST OR INVOLVE ANY OF THEM AS A RESULT
<br />OF, ARISING OUT OF OR IN ANY WAY RELATED TO ANY USE, GENERATION,
<br />MANUFACTURE, PRODUCTION, STORAGE, RELEASE, THREATENED RELEASE,
<br />DISCHARGE, DISPOSAL, OR PRESENCE OF ANY HAZARDOVS MATERIALS (WHICH
<br />SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY PETROLEUM PRODUCTS, AND
<br />ANY PART THEREOF), THE COSTS OF ANY REQUIRED OR NECESSARY
<br />ENVIRONMENTAL INVESTIGATION OR MONITORING, ANY REPAIR, CLEANUP OR
<br />DETOXIFICATION OF THE REAL PROPERTY, INCLUDING BUT NOT LIMITED TO
<br />REMOVAL OF ANY UNDERGROUND STORAGE TANKS LOCATED THEREON, AND THE
<br />PREPARATION AND IMPLEMENTATION OF ANY CLOSURE, REMEDIAL OR OTHER
<br />PLANS, AND ALL OTHER EXPENSES INCURRED IN CONNECTION WITH
<br />INVESTIGATING, DEFENDING OR PREPARING TO DEFEND ANY OF THE
<br />FOREGOING ("INDEMNITY MATTERS"). BUYER SHALL BE OBLIGATED TO PAY
<br />OR REIMBURSE EACH INDEMNIFIED PARTY FOR ALL OBLIGATIONS, COSTS AND
<br />EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES
<br />AND EXPENSES) INCURRED BY SUCH INDEMNIFIED PARTY IN CONNECTION WITH
<br />ANY INDEMNITY MATTER AT THE TIME SUCH OBLIGATIONS, COSTS AND
<br />-7-
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