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02/19/2008 12:58 3038576789 MERIT ENERGY PAGE 06/11 <br />444 4515 P.06 <br />JUL-ii-06 08=24 PM K.CROUG" <br />14-DO-ZOOS 01;1I In Free-NAIL IRWIN CORP +1101526284 Nle P-081/001 F-439 <br />Act (14 U.S.C. §§ 1401-1450), The H=ardous M;at=ial Transportation act (49 <br />U.S.C. j§ 180, gt seo.Z .The Clear Air Act, and the Toxic Substances Can rel Act <br />(15 U.S.C. §§ 2601,2629); and <br />C. "Environmrntai lndanssuilficgtion." Merit shall jarotect, indemnify, aid hold <br />itartnims Operator and Lot Holding, and arty lot owner who purobaw a lit from <br />Lot Holding, from any Environmental Claims relating its operations on the F raperiy. <br />operator and Lot Holding shall ptotrct. Vdemnify auad bold harmless Me it from <br />any and all Bavkottateia Claims that arise out of their development of the P -open. <br />10. REPRESEN TATIMS. <br />The patties represent to one another that each = has the full right aad authority to enter <br />into this Agrecmcm. <br />11. SUCCESSOX& <br />The terms, covenants, and con4atiovx hereof shall bee binding upon aid shall inu n to the <br />benefit of the parties and their respective successors and asAgm. 'The rights and obl igaftns <br />provided in this Agreement shall benefit and burden the Ln Holding anJ NME, l nd their <br />respective successors and assigns. <br />12. TERM. <br />This Agreement shall lse.:ome iffective wlxen it is lolly eueeuted and shall rcruai a in full <br />franc and cffcct until Merit's leasehold estate expires or is terminated, and Yerit has <br />plugged and abandoned all welts and complied with the rcqub=ems of all appli zb1c oil <br />and gas leases pertaittin to nomoval of equipment, reclamation, clamp and ill other <br />applicable provisions of the leases azid existing laws and regulations. W lea this <br />Agreemcnt ceases to be in full f6mc and effect, the Parties shall execute any and all releases <br />necessary to evidence the fact that this Agreement shall na longer apply to the Pro peerty. <br />13. FORCR MAJEtTR1+:. <br />In the event either party is rcnclered unable by an event of Force Majeure (dermt 1 below) <br />to perform, wholly or in part, any obligation set forth in this Agreement, other than the <br />ubligadon to pay money, theft the. perfostrmee by tine affected patty will be stspw&d <br />during the cmitinutanoe of such event of Force Majeure. The party eVetimcing as event <br />of Force Maj eure shall pruvide reasonable notice to the other party as soon as pose ible with <br />all reasonable dispatch. As used herein, the term "Force Majeureso shall mean a iy ant of <br />God, acts of the public enemy, biockCm. bisurrections, riots, epidemics, la adslides, <br />lightening, earthquakes, finis, s.evcrc weather, floods, washouts, arrests and restrai on of the <br />J%UT al, state or loM goverment, civil disttubanves, explosions, breakage or ac c idents to <br />ruatltiticry or lilies of pipe, the binding order of =7 court of governmental wAhor ty which