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comply fully with all Environmental Laws including, but not limited to, all
<br /> applicable federal, state, and local laws, regulations and ordinances, and all
<br /> Government Authority requests, requirements, directives and notices, regarding
<br /> contamination of the Property that was caused by or resulted from the operation,
<br /> removal or existence, of the Pipeline and/or is attributable to the operations of
<br /> Shell that is requested or required by any Government Authority in connection
<br /> with the Contamination.
<br /> b. Shell agrees to indemnify, protect, defend and hold the Benefited Parties and their
<br /> lessees, successors, assigns, heirs, licensees, and agents harmless from: (i) any
<br /> and all actions, liens, liabilities, claims, damages, losses, costs, or attorney fees
<br /> relating to a third party claim alleging that damages or injuries resulted from
<br /> contamination that is attributable to the operation of the Pipeline and/or the
<br /> operations of Shell; (ii)to the extent required or ordered by any federal, state or
<br /> local court, or Government Authority (whether now or in the future), remediation
<br /> requirements or directives and all associated costs (including, without limitation,
<br /> both the requirement and the costs of performing soil, groundwater and other
<br /> remediation) related to or arising out of an allegation by any Government
<br /> Authority that the operation of the Pipeline and/or the operations of Shell caused
<br /> or contributed to the Contamination; (iii) any violation of any Environmental Law
<br /> with respect to the Property or operations thereon related to or arising out of the
<br /> operation of the Pipeline and/or the operations of Shell; and (iv)any breach by
<br /> Shell of its obligations under this letter agreement. Shell will coordinate its
<br /> efforts with the Government Authority with jurisdiction and will comply fully, at
<br /> its sole cost and expense, with any such Government Authority requirements or
<br /> directives that may concern or affect the Property if such requirements/directives
<br /> are imposed in connection with or as the result of contamination arising out of the
<br /> operation of the Pipeline and/or the operations of Shell.
<br /> c. The obligations of Shell herein shall be binding on Shell and its successors and
<br /> assigns and shall inure to the benefit of the Benefited Parties, and each of their
<br /> respective heirs, devisees, lessees, licensees, successors and assigns, officers,
<br /> directors, employees, agents, representatives, executors, trustees, successor
<br /> trustees,beneficiaries and administrators.
<br /> d. Shell further agrees to protect, defend with counsel acceptable to Machado and
<br /> Global, indemnify and hold Machado and Global's affiliates, and their partners,
<br /> managers, members, employees, agents, officers, directors and representatives,
<br /> harmless from and against any and all actions, liabilities, claims, damages, losses,
<br /> costs, and expenses (including, but not limited to, experts' fees, reasonable
<br /> attorneys' fees and the costs and expenses incurred by such attorneys and experts)
<br /> arising out of or in any way related to: (A) Shell's entry onto and performance of
<br /> Assessment Activities and/or Remediation Activities on the Property (or any
<br /> activity thereon or with respect thereto by Shell, its agents, employees,
<br /> consultants, representatives, contractors and/or subcontractors); and (B) any
<br /> breach by Shell or its agents, employees, representatives, contractors and/or
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<br /> 200526-14.doc/F I NAU6.8.06
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