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7. Indemnity. The Assignor agrees to indemnify the Lender, each legal entity, if any, who
<br /> controls the Lender and each of their respective directors, officers and employees (collectively, the
<br /> "Indemnified Party"), and to hold each Indemnified Party harmless from and against, any and all claims,
<br /> damages, losses, liabilities and expenses (including all fees and charges of internal or external counsel
<br /> with whom any Indemnified Party may consult and all expenses of litigation and preparation therefor)
<br /> which any Indemnified Party may incur, or which may be asserted against any Indemnified Party by any
<br /> person, entity or governmental authority(including any person or entity claiming derivatively on behalf
<br /> of the Assignor), in connection with, or arising out of, or relating to the Environmental Agreement, or
<br /> arising out of or by reason of this Collateral Assignment, whether (a) arising from or incurred in
<br /> connection with any breach of a representation, warranty or covenant by the Assignor, or(b) arising out
<br /> of or resulting from any suit, action, claim, proceeding or governmental investigation, pending or
<br /> threatened, whether based on statute, regulation or order, or tort, or contract or otherwise, before any
<br /> court or governmental authority; provided, however, that the foregoing indemnity agreement shall not
<br /> apply to any claims, damages, losses, liabilities and expenses solely attributable to an Indemnified
<br /> Party's gross negligence or willful misconduct. The indemnity agreement contained in this Section shall
<br /> survive the termination of this Collateral Assignment, payment of any Loan and assignment of any
<br /> rights hereunder. The Assignor may participate, at its expense, in the defense of any such action or
<br /> claim.
<br /> 8. Power of Attorney. The Assignor hereby irrevocably constitutes and appoints the Lender
<br /> and any officer thereof, with full power of substitution, as its true and lawful attorney-in-fact with full
<br /> irrevocable power and authority in the place and stead of the Assignor or in its name, from time to time
<br /> in the Lender's discretion for the purpose of carrying out the terms of this Collateral Assignment, to take
<br /> any and all appropriate action and to execute any and all documents and instruments which may be
<br /> necessary or desirable to accomplish the purposes of this Collateral Assignment and, without limiting
<br /> the generality of the foregoing, the Assignor hereby gives the Lender the power and right on behalf of
<br /> the Assignor, during a default or event of default under the Obligations, and without notice to or assent
<br /> by the Assignor, to do the following: (i)to receive payment of, endorse, and receipt for, any and all
<br /> monies, claims and other amounts due and to become due at any time in respect of or arising out of the
<br /> Environmental Agreement; (ii)to commence and prosecute any suits, actions or proceeding at law or in
<br /> equity in any court of competent jurisdiction to collect any amounts due under the Environmental
<br /> Agreement and to enforce any other right in respect of the Environmental Agreement; (iii)to settle,
<br /> compromise or adjust any suit, action or proceeding described above, and, in connection therewith, to
<br /> give such discharges or releases as the Lender may deem appropriate; (iv) to negotiate with, enter into
<br /> further agreements with, and otherwise deal with the Contracting Party with respect to the
<br /> Environmental Agreement and the subject matter thereof; and(v)to do at any time, or from time to time,
<br /> all acts and things which the Lender deems necessary to protect or preserve the Environmental
<br /> Agreement and the Lender's security interest and rights therein in order to effect the intent of this
<br /> Collateral Assignment, all as fully and effectively as the Assignor might do. The Assignor hereby
<br /> ratifies all that such attorneys shall lawfully do or cause to be done by virtue hereof. This power of
<br /> attorney is a power coupled with an interest, will be irrevocable and shall terminate only upon
<br /> indefeasible payment in full of the Obligations and the termination of this Collateral Assignment. The
<br /> powers conferred upon the Lender hereunder are solely to protect the Lender's interests in the
<br /> Environmental Agreement and will not impose any duty upon it to exercise any such powers.
<br /> 9. Notices. All notices, demands, requests, consents, approvals and other communications
<br /> required or permitted hereunder ("Notices") must be in writing and will be effective upon receipt.
<br /> Notices may be given in any manner to which the parties may separately agree, including electronic
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