Common use of Environmental Review Clause in Contracts

Environmental Review. (a) Buyer shall have the right to conduct or cause a consultant (“Buyer’s Environmental Consultant”) to conduct an environmental review of the Assets and Seller’s records pertaining to the Assets (as set forth in Section 3.01) prior to the expiration of the Examination Period (“Buyer’s Environmental Review”). The cost and expense of Buyer’s Environmental Review, if any, shall be borne solely by Buyer. The scope of work comprising Buyer’s Environmental Review shall not include any intrusive test or procedure without the prior written consent of Seller. Buyer shall (and shall cause Buyer’s Environmental Consultant to): (i) consult with Seller before conducting any work comprising Buyer’s Environmental Review, (ii) perform all such work in a safe and workmanlike manner and so as to not unreasonably interfere with Seller’s operations and (iii) comply with all applicable laws, rules, and regulations. Seller shall use commercially reasonable efforts to obtain any Third Party consents and otherwise cooperate with Buyer in conducting Buyer’s Environmental Review and any activities related thereto. Seller shall have the right to have a representative or representatives accompany Buyer and Buyer’s Environmental Consultant at all times during Buyer’s Environmental Review. With respect to any samples taken in connection with Buyer’s Environmental Review, Buyer shall take split samples, providing one of each such sample, properly labeled and identified, to Seller. The Parties shall execute a “common undertaking” letter regarding the confidentiality for the Environmental Review where appropriate. Buyer hereby agrees to release, defend, indemnify and hold harmless Seller from and against all claims, losses, damages, costs, expenses, causes of action and judgments of any kind or character (INCLUDING THOSE RESULTING FROM SELLER’S SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY) to the extent arising out of Buyer’s Environmental Review. Buyer hereby covenants and agrees that it will have at least $2,000,000 of general liability insurance to cover its indemnification hereunder prior to the commencement of the Environmental Review.

Environmental Review. (a) Buyer shall have the right to conduct or cause a consultant (“Buyer’s Environmental Consultant”) to conduct an environmental review of the Assets and Seller’s records pertaining to the Assets (as set forth in Section 3.01) prior to the expiration of the Examination Period (“Buyer’s Environmental Review”). The cost and expense of Buyer’s Environmental Review, if any, shall be borne solely by Buyer. The scope of work comprising Buyer’s Environmental Review shall be limited to that mutually agreed by Buyer and Sellers prior to commencement thereof and shall not include any intrusive test or procedure without the prior written consent of SellerSellers; provided, however, that if Sellers refuse to promptly grant consent for any reasonably requested intrusive test or procedure, Buyer may elect to remove the affected Assets from this Agreement, with a downward adjustment to the Purchase Price in an amount corresponding to the Allocated Value for the affected Asset. Buyer shall (and shall cause Buyer’s Environmental Consultant to): (i) consult with Seller Sellers before conducting any work comprising Buyer’s Environmental Review, (ii) perform all such work in a safe and workmanlike manner and so as to not unreasonably interfere with Seller’s operations Sellers’ operations, and (iii) comply with all applicable laws, rules, and regulations. Seller shall use commercially reasonable efforts to obtain any Third Party consents and otherwise cooperate with Buyer in conducting Buyer’s Environmental Review and any activities related thereto. Seller Sellers shall have the right to have a representative or representatives accompany Buyer and Buyer’s Environmental Consultant at all times during Buyer’s Environmental Review. With respect to any samples taken in connection with Buyer’s Environmental Review, Buyer shall take split samples, providing one of each such sample, properly labeled and identified, to Seller. The Parties shall execute a “common undertaking” letter regarding the confidentiality for the Environmental Review where appropriateSellers. Buyer hereby agrees to release, defend, indemnify and hold harmless Seller Sellers from and against all claims, losses, damages, costs, expenses, causes of action and judgments of any kind or character (INCLUDING THOSE RESULTING FROM EITHER SELLER’S SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY) to the extent arising out of or relating to Buyer’s Environmental Review. Buyer hereby covenants and agrees that it will have at least $2,000,000 of general liability insurance to cover its indemnification hereunder prior to the commencement of the Environmental Review.

Environmental Review. (ai) Buyer shall have the right to conduct or cause a consultant (“Buyer’s Environmental Consultant”) to conduct an a standard Phase I environmental review of the Assets and Seller’s records pertaining to the Assets Records (as set forth in Section 3.0111.1) prior to the expiration of the Examination Period (“Buyer’s Environmental Review”). The cost and expense of Buyer’s Environmental Review, if any, shall be borne solely by Buyer. The scope of work comprising Buyer’s Environmental Review shall be disclosed to Seller prior to commencement thereof and shall not include any intrusive test or procedure without the prior written consent (for example, digging, boring, or sampling of Sellersoils). Buyer shall (and shall cause Buyer’s Environmental Consultant to): (iA) consult with Seller before conducting any work comprising Buyer’s Environmental Review, (iiB) perform all such work in a safe and workmanlike manner and so as to not unreasonably interfere with Seller’s operations operations, and (iiiC) comply with all applicable laws, rules, and regulations. Seller shall use commercially reasonable efforts to obtain any Third Party consents and otherwise cooperate with Buyer in conducting Buyer’s Environmental Review and any activities related thereto. Seller shall have the right to have a representative or representatives accompany Buyer and Buyer’s Environmental Consultant at all times during Buyer’s Environmental Review. With respect to any samples taken in connection with Buyer’s Environmental Review, Buyer shall take split samples, providing one of each such sample, properly labeled and identified, to Seller. The Parties shall execute a “common undertaking” letter regarding the confidentiality for the Environmental Review where appropriate. Buyer hereby agrees to release, defend, indemnify and hold harmless Seller Indemnified Parties from and against all claimsClaims arising from, lossesout of or in connection with, damagesor otherwise relating to, costsBuyer’s Environmental Review, expensesor, causes of action and judgments of any kind or character (INCLUDING THOSE RESULTING FROM SELLER’S other access to the Assets by Buyer, REGARDLESS OF THE SOLE, JOINT, CONCURRENT OR COMPARATIVE OR CONCURRENT NEGLIGENCE (BUT NOT ANY SELLER INDEMNITIES’ GROSS NEGLIGENCE OR WILLFUL MISCONDUCT), STRICT LIABILITY) to the extent arising out of Buyer’s Environmental Review. Buyer hereby covenants and agrees that it will have at least $2,000,000 of general liability insurance to cover its indemnification hereunder prior to the commencement of the Environmental Review, REGULATORY LIABILITY, STATUTORY LIABILITY, BREACH OF CONTRACT, BREACH OF WARRANTY OR OTHER FAULT OR RESPONSIBILITY OF A SELLER PARTY OR ANY OTHER PERSON OR PARTY.

Environmental Review. (a) Buyer shall have the right to conduct or cause a consultant reasonably acceptable to Seller (“Buyer’s 's Environmental Consultant”) to conduct an environmental review of the Assets and Seller’s records pertaining to the Assets (as set forth in Section 3.01) prior to the expiration of the Examination Period (“Buyer’s 's Environmental Review”). The cost and expense of Buyer’s 's Environmental Review, if any, shall be borne solely by Buyer. The scope of work comprising Buyer’s 's Environmental Review shall be limited to a Phase I review and otherwise as may be agreed by Buyer and Seller prior to commencement. The Environmental Review shall not include any intrusive test or procedure without the prior written consent of Seller, which consent will not be unreasonably withheld. Buyer shall (shall, and shall cause Buyer’s 's Environmental Consultant to): , (i) consult with Seller before conducting any work comprising Buyer’s 's Environmental Review, (ii) perform all such work in a safe and workmanlike manner and so as to not unreasonably interfere with Seller’s operations the operation of the Assets and (iii) comply with all applicable laws, rulesLaw. Buyer shall be solely responsible for obtaining any consents from a Third Party that are required to perform any work comprising Buyer's Environmental Review, and regulations. Buyer shall consult with Seller shall use commercially reasonable efforts prior to obtain any Third Party consents and otherwise cooperate with Buyer in conducting Buyer’s Environmental Review and any activities related theretorequesting each such consent. Seller shall have the right to have a representative or representatives accompany Buyer and Buyer’s 's Environmental Consultant at all times during Buyer’s 's Environmental Review. With respect to any samples taken in connection with Buyer’s 's Environmental Review, Buyer shall take split samples, providing one of each such sample, properly labeled and identified, to Seller. The Parties shall execute a “common undertaking” letter regarding the confidentiality for the Environmental Review where appropriateSeller without charge. Buyer hereby agrees to releasereleases, and shall defend, indemnify and hold harmless harmless, Seller Indemnitees from and against all claims, losses, damages, costs, expenses, causes of action and judgments of any kind or character (INCLUDING THOSE RESULTING FROM SELLER’S 'S SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY, BUT SPECIFICALLY EXCLUDING THOSE RESULTING FROM SELLER'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) to the extent arising out of or relating to Buyer’s 's Environmental Review. Buyer hereby covenants The indemnity and agrees that it will have at least $2,000,000 other obligations set forth in the immediately preceding sentence shall survive the Closing or termination of general liability insurance to cover its indemnification hereunder prior to the commencement of the Environmental Reviewthis Agreement.

Environmental Review. (a) Buyer shall have the right to conduct or cause a its environmental consultant (“Buyer’s Environmental Consultant”) to conduct an environmental review of the Assets and Seller’s records pertaining to the Assets (as set forth in Section 3.01) prior to the expiration of the Examination Period Defects Deadline (“Buyer’s Environmental Review”). The cost and expense of Buyer’s Environmental Review, if any, shall be borne solely by Buyer. The scope of work comprising Buyer’s Environmental Review shall not include any intrusive test or procedure without the prior written consent of Seller. Buyer shall (and shall cause Buyer’s Environmental Consultant Consultants to): (i) consult with Seller before conducting any work comprising Buyer’s Environmental Review, (ii) perform all such work in a safe and workmanlike manner and so as to not unreasonably interfere with Seller’s operations operations, and (iii) comply with all applicable laws, rules, and regulations. Seller shall use commercially reasonable efforts to obtain any Third Party consents and otherwise cooperate with will assist Buyer in conducting obtaining any third party consents that are required in order to perform any work comprising Buyer’s Environmental Review and any activities related theretoReview. Seller shall have the right to have a representative or representatives accompany Buyer and Buyer’s Environmental Consultant at all times during Buyer’s Environmental Review, and Buyer shall give Seller notice not less than 24 hours before any visits by Buyer or Buyer’s Environmental Consultant to the Assets. With respect to any samples taken in connection with Buyer’s Environmental Review, Buyer shall take split samples, providing one of each such sample, properly labeled and identified, to Seller. The Parties shall execute a “common undertaking” letter regarding the confidentiality for the Environmental Review where appropriate. Buyer hereby agrees to releaseBUYER HEREBY AGREES TO RELEASE, defendDEFEND, indemnify and hold harmless Seller from and against all claimsINDEMNIFY AND HOLD HARMLESS SELLER, lossesITS AFFILIATES, damagesAND THEIR RESPECTIVE PARTNERS, costsSHAREHOLDERS, expensesOWNERS, causes of action and judgments of any kind or character OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND REPRESENTATIVES, FROM AND AGAINST ALL CLAIMS, LOSSES, DAMAGES, COSTS, EXPENSES, CAUSES OF ACTION AND JUDGMENTS OF ANY KIND OR CHARACTER (INCLUDING THOSE RESULTING FROM SELLER’S SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITYLIABILITY BUT EXPRESSLY NOT INCLUDING THOSE RESULTING FROM SELLER’S SOLE NEGLIGENCE, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) to the extent arising out of Buyer’s Environmental Review. Buyer hereby covenants and agrees that it will have at least $2,000,000 of general liability insurance to cover its indemnification hereunder prior to the commencement of the Environmental ReviewARISING OUT OF OR RELATING TO BUYER’S ENVIRONMENTAL REVIEW.

Environmental Review. (a) Buyer shall have the right to conduct or cause a consultant (“Buyer’s Environmental Consultant”) to conduct an environmental review of the Assets and Seller’s records pertaining to the Assets (as set forth in Section 3.01) prior to the expiration of the Examination Period (“Buyer’s Environmental Review”). The cost and expense of Buyer’s Environmental Review, if any, shall be borne solely by Buyer. The scope of work comprising Buyer’s Environmental Review shall be limited to that mutually agreed by Buyer and Seller prior to commencement thereof and shall not include any intrusive test or procedure without the prior written consent of Seller. Buyer shall (and shall cause Buyer’s Environmental Consultant to): (i) consult with Seller before conducting any work comprising Buyer’s Environmental Review, (ii) perform all such work in a safe and workmanlike manner and so as to not unreasonably interfere with Seller’s operations operations, and (iii) comply with all applicable lawsLaws, rules, rules and regulations. Buyer shall be responsible for, provided that Seller shall use commercially provide all reasonable efforts to obtain assistance in, obtaining any Third Party consents and otherwise cooperate with Buyer that are required in conducting order to perform any work comprising Buyer’s Environmental Review Review, and any activities related theretoBuyer shall consult with Seller prior to requesting each such Third Party consent. Seller shall have the right to have a representative or representatives accompany Buyer and Buyer’s Environmental Consultant at all times during Buyer’s Environmental Review. With respect to any samples taken in connection with Buyer’s Environmental Review, Buyer shall take split samples, providing one of each such sample, properly labeled and identified, to Seller. The Parties shall execute a “common undertaking” letter regarding the confidentiality for the Environmental Review where appropriate. Buyer hereby agrees to release, defend, indemnify and hold harmless Seller from and against all claims, losses, damages, costs, expenses, causes of action and judgments of any kind or character (INCLUDING THOSE RESULTING FROM SELLER’S SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY) to the extent arising out of Buyer’s Environmental Review. Buyer hereby covenants and agrees that it will have at least $2,000,000 of general liability insurance to cover its indemnification hereunder prior to the commencement of the Environmental Review.

Environmental Review. (a) Buyer shall have the right to conduct or cause a consultant (“Buyer’s Environmental Consultant”) to conduct an environmental review of the Assets and Seller’s records pertaining to the Assets (as set forth in Section 3.01) prior to the expiration of the Examination Period (“Buyer’s Environmental Review”). The cost and expense of Buyer’s Environmental Review, if any, shall be borne solely by Buyer. The scope of work comprising Buyer’s Environmental Review shall not include any intrusive test or procedure without the prior written consent of Seller. Buyer shall (and shall cause Buyer’s Environmental Consultant to): (i) consult with Seller before conducting any work comprising Buyer’s Environmental Review, (ii) perform all such work in a safe and workmanlike manner and so as to not unreasonably interfere with Seller’s operations and (iii) comply with all applicable laws, rules, and regulations. Seller Buyer shall use commercially reasonable efforts to obtain be solely responsible for obtaining any Third Party consents and otherwise cooperate with Buyer that are required in conducting order to perform any work comprising Buyer’s Environmental Review Review, and Buyer shall consult with Seller prior to requesting each such Third Party consent; provided that Seller shall reasonably assist Buyer (or Buyer’s Environmental Consultant) in obtaining any activities related theretoThird Party consents. Seller shall have the right to have a representative or representatives accompany Buyer and Buyer’s Environmental Consultant at all times during Buyer’s Environmental Review. With respect to any samples taken in connection with Buyer’s Environmental Review, Buyer shall take split samples, providing one of each such sample, properly labeled and identified, to Seller. The Parties shall execute a “common undertaking” letter regarding the confidentiality for the Environmental Review where appropriate. Buyer hereby agrees to release, defend, indemnify and hold harmless Seller from and against all claims, losses, damages, costs, expenses, causes of action and judgments of any kind or character (INCLUDING THOSE RESULTING FROM SELLER’S SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY) to the extent arising out of Buyer’s Environmental Review. Buyer hereby covenants and agrees that it will have at least $2,000,000 of general liability insurance to cover its indemnification hereunder prior to the commencement of the Environmental Review.

Environmental Review. (a) Buyer shall have the right to conduct or cause a consultant (“Buyer’s Environmental Consultant”) to conduct an environmental review of the Assets and Seller’s records pertaining to the Assets (as set forth in Section 3.01) prior to the expiration of the Examination Period (“Buyer’s Environmental Review”). The cost and expense of Buyer’s Environmental Review, if any, shall be borne solely by Buyer. The scope of work comprising Buyer’s Environmental Review shall not include any intrusive test or procedure without the prior written consent of Seller. Buyer shall (and shall cause Buyer’s Environmental Consultant to): (i) consult with Seller before conducting any work comprising Buyer’s Environmental Review, (ii) perform all such work in a safe and workmanlike manner and so as to not unreasonably interfere with Seller’s operations Sellers’ operations, and (iiiii) comply with all applicable lawsLaws, rules, and regulationsregulations applicable to the work. Seller shall use commercially reasonable efforts to obtain any Third Party consents and otherwise cooperate with Buyer in conducting Buyer’s Environmental Review and any activities related thereto. Seller Sellers shall have the right to have a representative or representatives accompany Buyer and Buyer’s Environmental Consultant at all times during Buyer’s Environmental Review. With respect to any samples taken in connection with Buyer’s Environmental Review, Buyer shall shall, upon the request of any Seller’s representative, take split samples, providing one of each such sample, properly labeled and identified, to Seller. The Parties shall execute a “common undertaking” letter regarding the confidentiality for the Environmental Review where appropriateSellers. Buyer hereby agrees to release, defend, indemnify and hold harmless Seller Sellers from and against all claims, losses, damages, costs, expenses, causes of action and judgments of any kind or character (INCLUDING THOSE RESULTING FROM ANY SELLER’S SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY) to the extent arising out of Buyer’s Environmental ReviewARISING OUT OF OR RELATING TO BUYER’S ENVIRONMENTAL REVIEW, EXCEPTING ONLY LIABILITIES ACTUALLY RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE SELLERS OR THEIR REPRESENTATIVES. Buyer hereby covenants and agrees that it will have at least $2,000,000 of general liability insurance to cover its indemnification hereunder prior to the commencement of the Environmental ReviewNOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, NEITHER BUYER NOR BUYER’S ENVIRONMENTAL CONSULTANT SHALL HAVE ACCESS TO, OR SHALL BE PERMITTED TO CONDUCT, ANY ENVIRONMENTAL DUE DILIGENCE (INCLUDING ANY PHASE I ENVIRONMENTAL SITE ASSESSMENTS) WITH RESPECT TO ANY ASSET WHERE SELLERS DO NOT HAVE THE AUTHORITY TO GRANT ACCESS TO SUCH PERSONS FOR SUCH DUE DILIGENCE.

Environmental Review. (a) Buyer Purchaser shall have the right to conduct or cause a consultant Gxxxxx Associates, (the “BuyerPurchaser’s Environmental Consultant”) to conduct an environmental review of the Assets and Seller’s records pertaining to the Assets (as set forth in Section 3.01) prior to the expiration of the Examination Period (“BuyerPurchaser’s Environmental Review”). The cost and expense of BuyerPurchaser’s Environmental Review, if any, shall be borne solely by BuyerPurchaser. The scope of work comprising BuyerPurchaser’s Environmental Review may include a Phase I environmental site assessment, but shall not include any sampling, intrusive test or procedure with respect to any Asset without the prior written consent of Seller. Buyer Notwithstanding anything in this Agreement to the contrary, Purchaser shall not have access to, and shall not be permitted to, conduct any Environmental Review of any Asset if Seller does not have the authority to grant access for such Environmental Review or Seller’s request for such access has been denied; provided that Seller, if requested by Purchaser, shall request (with respect to which request Seller shall not be obligated to expend any monies or undertake any obligation) access rights from Third Parties for Purchaser to conduct such Environmental Review of such Asset. Purchaser shall (and shall cause BuyerPurchaser’s Environmental Consultant to): (i) consult with Seller before conducting any work comprising BuyerPurchaser’s Environmental Review, (ii) perform all such work in a safe and workmanlike manner and so as to not unreasonably interfere with Seller’s operations operations, and (iii) comply with all applicable laws, rules, and regulationsregulations of applicable Governmental Entities. Purchaser and Seller shall cooperate and use commercially reasonable efforts to obtain any Third Party consents and otherwise cooperate with Buyer that are required in conducting Buyerorder to perform any work comprising Purchaser’s Environmental Review and any activities related theretoReview. Seller shall have the right to have a representative or representatives accompany Buyer Purchaser and BuyerPurchaser’s Environmental Consultant at all times during BuyerPurchaser’s Environmental Review. With respect to any samples taken in connection with BuyerPurchaser’s Environmental Review, Buyer Purchaser shall take split samples, providing one of each such sample, properly labeled and identified, to Seller. The Parties shall execute a “common undertaking” letter regarding the confidentiality for the Environmental Review where appropriate. Buyer Purchaser hereby agrees to release, defend, indemnify and hold harmless Seller from and against all claims, losses, damages, costs, expenses, causes of action and judgments of any kind or character (INCLUDING THOSE RESULTING FROM EITHER SELLER’S SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY) to the extent arising out of Buyeror relating to any actions by Purchaser or Purchaser’s Environmental Consultant during Purchaser’s Environmental Review. Buyer hereby covenants and agrees that it will have at least $2,000,000 of general liability insurance to cover its indemnification hereunder prior to the commencement of the Environmental Review.

Environmental Review. (a) Buyer shall have the right to conduct or cause a consultant (“"Buyer’s 's Environmental Consultant”") to conduct an environmental review of the Assets and Seller’s records pertaining to the Assets (as set forth in Section 3.01) prior to the expiration of the Examination Period (“"Buyer’s 's Environmental Review”"). The cost and expense of Buyer’s 's Environmental Review, if any, shall be borne solely by Buyer. The scope of work comprising Buyer’s 's Environmental Review shall be limited to that mutually agreed by Buyer and Seller prior to commencement thereof and shall not include any intrusive test test, Phase II type examination or other similar procedure without the prior written consent of Seller. Buyer shall (and shall cause Buyer’s 's Environmental Consultant to): (i) consult with Seller before conducting any work comprising Buyer’s 's Environmental Review, (ii) perform all such work in a safe and workmanlike manner and so as to not unreasonably interfere with Seller’s operations 's operations, and (iii) comply with all applicable laws, rules, and regulations. Seller Buyer shall use commercially reasonable efforts to obtain be solely responsible for obtaining any Third Party consents that are required in order to perform any work comprising Buyer's Environmental Review, and otherwise cooperate Buyer shall consult with Buyer in conducting Buyer’s Environmental Review and any activities related theretoSeller prior to requesting each such Third Party consent. Seller shall have the right to have a representative or representatives accompany Buyer and Buyer’s 's Environmental Consultant at all times during Buyer’s 's Environmental Review. With respect to any samples taken in connection with Buyer’s 's Environmental Review, Buyer shall take split samples, providing one of each such sample, properly labeled and identified, to Seller. The Parties shall execute a “common undertaking” letter regarding the confidentiality for the Environmental Review where appropriate. Buyer hereby agrees to release, defend, indemnify and hold harmless Seller from and against all claims, losses, damages, costs, expenses, causes of action and judgments of any kind or character (INCLUDING THOSE RESULTING FROM SELLER’S 'S SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY, BUT EXCLUDING THOSE CAUSED BY SELLER'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) to the extent arising out of or relating to Buyer’s Environmental Review. Buyer hereby covenants and agrees that it will have at least $2,000,000 of general liability insurance to cover its indemnification hereunder prior to the commencement of the 's Environmental Review.

Environmental Review. (a) Buyer shall have the right to conduct or cause a its environmental consultant (“Buyer’s Environmental Consultant”) to conduct an environmental review of the Assets and Seller’s records pertaining to the Assets (as set forth in Section 3.01) prior to the expiration of the Examination Period Defects Deadline (“Buyer’s Environmental Review”). The cost and expense of Buyer’s Environmental Review, if any, shall be borne solely by Buyer. The scope of work comprising Buyer’s Environmental Review shall not include any intrusive test or procedure without the prior written consent of Seller. Buyer shall (and shall cause Buyer’s Environmental Consultant Consultants to): (i) consult with Seller Sellers before conducting any work comprising Buyer’s Environmental Review, (ii) perform all such work in a safe and workmanlike manner and so as to not unreasonably interfere with Seller’s operations Sellers’ operations, and (iii) comply with all applicable laws, rules, and regulations. Seller shall use commercially reasonable efforts to obtain any Third Party consents and otherwise cooperate with Sellers will assist Buyer in conducting obtaining any third party consents that are required in order to perform any work comprising Buyer’s Environmental Review and any activities related theretoReview. Seller Sellers shall have the right to have a representative or representatives accompany Buyer and Buyer’s Environmental Consultant at all times during Buyer’s Environmental Review, and Buyer shall give Sellers notice not less than 24 hours before any visits by Buyer or Buyer’s Environmental Consultant to the Assets. With respect to any samples taken in connection with Buyer’s Environmental Review, Buyer shall take split samples, providing one of each such sample, properly labeled and identified, to SellerSellers. The Parties shall execute a “common undertaking” letter regarding the confidentiality for the Environmental Review where appropriate. Buyer hereby agrees to releaseBUYER HEREBY AGREES TO RELEASE, defendDEFEND, indemnify and hold harmless Seller from and against all claimsINDEMNIFY AND HOLD HARMLESS SELLERS, lossesITS AFFILIATES, damagesAND THEIR RESPECTIVE PARTNERS, costsSHAREHOLDERS, expensesOWNERS, causes of action and judgments of any kind or character OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND REPRESENTATIVES, FROM AND AGAINST ALL CLAIMS, LOSSES, DAMAGES, COSTS, EXPENSES, CAUSES OF ACTION AND JUDGMENTS OF ANY KIND OR CHARACTER (INCLUDING THOSE RESULTING FROM SELLER’S SOLE, SELLERS’ JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITYLIABILITY BUT EXPRESSLY NOT INCLUDING THOSE RESULTING FROM SELLERS’ SOLE NEGLIGENCE, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) to the extent arising out of Buyer’s Environmental Review. Buyer hereby covenants and agrees that it will have at least $2,000,000 of general liability insurance to cover its indemnification hereunder prior to the commencement of the Environmental ReviewARISING OUT OF OR RELATING TO BUYER’S ENVIRONMENTAL REVIEW.

Environmental Review. (a) Buyer shall have the right to conduct or cause a consultant (“Buyer’s Environmental Consultant”) to conduct an environmental review of the Assets and Seller’s records pertaining to the Assets (as set forth in Section 3.01) prior to the expiration of the Examination Period (“Buyer’s Environmental Review”). The cost and expense of Buyer’s Environmental Review, if any, shall be borne solely by Buyer. The scope of work comprising Buyer’s Environmental Review shall be limited to a Phase I review, provided, however, that in the event the Phase I review discloses matters (“Environmental Matters”) that Buyer, acting in good faith, reasonably determines requires additional inspection, Buyer may notify Seller in writing of such Environmental Matters and request Seller’s consent to conduct additional inspection activities (“Inspection Request”). The Inspection Request shall include the specific Asset that would be subject to such additional inspection, the reasons for requesting additional inspection and a description of the proposed additional inspection activities to be conducted by Buyer. Seller shall consent to or deny the Inspection Request within three (3) days of receipt of the Inspection Request, provided that consent from Seller shall not include be unreasonably withheld and that the failure of Seller to respond within such three (3) day period shall be deemed to constitute Seller’s consent to the proposed additional inspection activities proposed in the Inspection Request. Notwithstanding the foregoing, if Seller withholds its consent to any intrusive test or procedure without Inspection Request, then such Asset may be excluded by Buyer, at Buyer’s discretion, from the prior written consent sale under this Agreement and the Unadjusted Purchase Price shall be reduced by the Allocated Value of Sellersuch excluded Assets. Buyer shall (shall, and shall cause Buyer’s Environmental Consultant to): , (i) consult with Seller before conducting any work comprising Buyer’s Environmental Review, (ii) perform all such work in a safe and workmanlike manner and so as to not unreasonably interfere with Seller’s operations the operation of the Assets and (iii) comply with all applicable lawsLaw. For any of the Assets that are not operated by Seller, rules, and regulations. Seller shall use commercially reasonable efforts good faith effort to seek and obtain any Third Party consents and otherwise cooperate with the consent of the operator(s) to access by Buyer in conducting for the purpose of Buyer’s Environmental Review and any activities related theretoReview. Seller shall have the right to have a representative or representatives accompany Buyer and Buyer’s Environmental Consultant at all times during Buyer’s Environmental Review. With respect to any samples taken in connection with Buyer’s Environmental Review, Buyer shall take split samples, providing one of each such sample, properly labeled and identified, to Seller. The Parties shall execute a “common undertaking” letter regarding the confidentiality for the Environmental Review where appropriateSeller without charge. Buyer hereby agrees to releasereleases, and shall defend, indemnify and hold harmless harmless, Seller, its members, managers, Affiliates, co-lessees, co-venturers and their respective officers, directors, managers, employees, agents, partners, representatives, members, shareholders, Affiliates, subsidiaries, successors and assigns (collectively, “Seller Indemnitees”) from and against all claimsClaims, losses, damages, costs, expenses, causes of action and judgments of any kind or character (INCLUDING THOSE RESULTING FROM SELLER’S SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY, BUT SPECIFICALLY EXCLUDING THOSE RESULTING FROM SELLER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) to the extent arising out of or relating to Buyer’s Environmental Review. Buyer hereby covenants and agrees that it will have at least $2,000,000 of general liability insurance to cover its indemnification hereunder prior to the commencement of the Environmental Review.

Environmental Review. (a) Buyer shall have the right to conduct or cause a consultant reasonably acceptable to Seller (“Buyer’s Environmental Consultant”) to conduct an environmental review of the Assets and Seller’s records pertaining to the Assets (as set forth in Section 3.01) prior to the expiration of the Examination Period (“Buyer’s Environmental Review”). The cost and expense of Buyer’s Environmental Review, if any, shall be borne solely by Buyer. The scope of work comprising Buyer’s Environmental Review shall be limited to a Phase I review and otherwise as may be agreed by Buyer and Seller prior to commencement. The Environmental Review shall not include any intrusive test or procedure without the prior written consent of Seller, which consent will not be unreasonably withheld. Buyer shall (shall, and shall cause Buyer’s Environmental Consultant to): , (i) consult with Seller before conducting any work comprising Buyer’s Environmental Review, (ii) perform all such work in a safe and workmanlike manner and so as to not unreasonably interfere with Seller’s operations and (iii) comply with all applicable laws, rules, and regulationsLaw. Seller Buyer shall use commercially reasonable efforts to obtain be solely responsible for obtaining any consents from a Third Party consents and otherwise cooperate with Buyer in conducting that are required to perform any work comprising Buyer’s Environmental Review Review, and any activities related theretoBuyer shall consult with Seller prior to requesting each such consent. Seller shall have the right to have a representative or representatives accompany Buyer and Buyer’s Environmental Consultant at all times during Buyer’s Environmental Review. With respect to any samples taken in connection with Buyer’s Environmental Review, Buyer shall take split samples, providing one of each such sample, properly labeled and identified, to Seller. The Parties shall execute a “common undertaking” letter regarding the confidentiality for the Environmental Review where appropriateSeller without charge. Buyer hereby agrees to releasereleases, and shall defend, indemnify and hold harmless harmless, Seller Indemnitees from and against all claims, losses, damages, costs, expenses, causes of action and judgments of any kind or character (INCLUDING THOSE RESULTING FROM SELLER’S SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY, BUT SPECIFICALLY EXCLUDING THOSE RESULTING FROM SELLER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) to the extent arising out of or relating to Buyer’s Environmental Review. Buyer hereby covenants and agrees that it will have at least $2,000,000 of general liability insurance to cover its indemnification hereunder prior to the commencement of the Environmental Review.

Environmental Review. (a) Buyer shall have the right to conduct or cause a consultant (“Buyer’s Environmental Consultant”) to conduct an environmental review of the Assets and Seller’s records pertaining to the Assets (as set forth in Section 3.01) prior to the expiration of the Examination Period (“Buyer’s Environmental Review”). The cost and expense of Buyer’s Environmental Review, if any, shall be borne solely by Buyer. The scope of work comprising Buyer’s Environmental Review shall may include Phase I testing. More intrusive testing or procedures may not include any intrusive test or procedure be conducted by Buyer without the prior written consent of Seller. Provided, however, if Seller refuses any reasonable request by Buyer for more intrusive testing, Buyer may elect to have the affected Assets excluded from the transaction and the Purchase Price shall be reduced by the Allocated Value of the excluded Assets. Buyer shall (and shall cause Buyer’s Environmental Consultant to): (i) consult with Seller before conducting any work comprising Buyer’s Environmental Review, (ii) perform all such work in a safe and workmanlike manner and so as to not unreasonably interfere with Seller’s operations operations, and (iii) comply with all applicable laws, rules, and regulations. Seller shall use commercially reasonable efforts to obtain be solely responsible for obtaining any Third Party consents and otherwise cooperate with Buyer that are required in conducting order to perform any work comprising Buyer’s Environmental Review Review, and any activities related theretoSeller shall consult with Buyer prior to requesting each such Third Party consent. Seller shall have the right to have a representative or representatives accompany Buyer and Buyer’s Environmental Consultant at all times during Buyer’s Environmental Review. If any required consent is not obtained, Buyer may elect to have the affected Assets to be excluded from the transaction and the Purchase Price shall be reduced by the Allocated Value of the Excluded Assets. With respect to any samples taken in connection with Buyer’s Environmental Review, Buyer shall take split samples, providing one of each such sample, properly labeled and identified, to Seller. The Parties shall execute a “common undertaking” letter regarding the confidentiality for the Environmental Review where appropriate. Buyer hereby agrees to release, defend, indemnify and hold harmless Seller from and against all claimsClaims, lossesLosses, damages, costs, expenses, causes of action and judgments of any kind or character (INCLUDING THOSE RESULTING FROM SELLER’S SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY) to the extent arising out of or relating to Buyer’s Environmental Review. Buyer hereby covenants and agrees that it will have at least $2,000,000 of general liability insurance to cover its indemnification hereunder prior to the commencement of the Environmental Review.

Environmental Review. (a) Buyer shall have the right to conduct or cause a consultant (“Buyer’s Environmental Consultant”) to conduct an environmental review of the Assets and Seller’s records pertaining to the Assets (as set forth in Section 3.01) prior to the expiration of the Examination Period (“Buyer’s Environmental Review”). The cost and expense of Buyer’s Environmental Review, if any, shall be borne solely by Buyer. The scope of work comprising Buyer’s Environmental Review may include a Phase I environmental site assessment, but shall not include any sampling, intrusive test or procedure with respect to any Asset without the prior written consent of SellerPanther. Buyer shall (and shall cause Buyer’s Environmental Consultant to): (i) consult with Seller Panther before conducting any work comprising Buyer’s Environmental Review, (ii) perform all such work in a safe and workmanlike manner and so as to not unreasonably interfere with SellerPanther’s operations operations, and (iii) comply with all applicable laws, rules, and regulationsregulations of applicable Governmental Authorities. Buyer and Seller shall cooperate and use commercially reasonable efforts (which shall not require the payment of any consideration) to obtain any Third Party consents and otherwise cooperate with Buyer that are required in conducting order to perform any work comprising Buyer’s Environmental Review and any activities related theretoReview. Seller Panther shall have the right to have a representative or representatives accompany Buyer and Buyer’s Environmental Consultant at all times during Buyer’s Environmental Review. With respect to any samples taken in connection with Buyer’s Environmental Review, Buyer shall take split samples, providing one of each such sample, properly labeled and identified, to Seller. The Parties shall execute a “common undertaking” letter regarding the confidentiality for the Environmental Review where appropriatePanther. Buyer hereby agrees to release, defend, indemnify and hold harmless Seller Sellers from and against all claims, losses, damages, costs, expenses, causes of action and judgments of any kind or character (INCLUDING THOSE RESULTING FROM EITHER SELLER’S SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY) to the extent arising out of or relating to any actions by Buyer or Buyer’s Environmental Consultant during Buyer’s Environmental Review. Buyer hereby covenants and agrees that it will have at least $2,000,000 of general liability insurance to cover its indemnification hereunder prior to the commencement of the Environmental Review.

Environmental Review. (a) Buyer shall have the right to conduct or cause a consultant an agent or representative of Buyer reasonably acceptable to Seller (“Buyer’s Environmental Consultant”) to conduct an environmental review of the Assets and Seller’s records pertaining to the Assets (as set forth in Section 3.01) prior to the expiration of the Examination Period (“Buyer’s Environmental Review”). The cost and expense of Buyer’s Environmental Review, if any, shall be borne solely by Buyer. The scope of work comprising Buyer’s Environmental Review shall include: (i) a review of Seller’s and the government’s environmental records, including any existing environmental reports or site assessments related to the Assets, (ii) a site visit to inspect the Assets, (iii) interviews with personnel of Seller knowledgeable of the condition and operation of the Assets, who shall be designated by Seller, (iv) any other information gathering and evaluation customarily performed by buyers to evaluate the environmental condition of oil and gas properties in similar transactions; and (v) and such additional evaluations, assessments, or reviews that may be agreed to by Buyer and Seller prior to commencement. Buyer’s Environmental Review shall not include any intrusive test or procedure without the prior written consent of Seller; provided, however, in the event that Buyer’s Environmental Consultant reasonably determines such sampling or testing with respect to an Asset is necessary (based upon industry standards) to determine the existence of an environmental condition and such sampling or testing is denied by Seller, at Buyer’s option, such Property shall be retained by Seller and the Purchase Price shall be reduced by the Allocated Value of such Asset. Buyer shall (shall, and shall cause Buyer’s Environmental Consultant to): , (i) consult with Seller before conducting any work comprising Buyer’s Environmental Review, (ii) perform all such work in a safe and workmanlike manner and so as to not unreasonably interfere with Seller’s operations the operation of the Assets and (iii) comply with all applicable laws, rules, and regulationsLaw. Seller shall use commercially reasonable efforts efforts, but shall not be required to obtain incur additional costs or expenses, to assist Buyer in obtaining any consents from a Third Party consents and otherwise cooperate with Buyer in conducting that are required to perform any work comprising Buyer’s Environmental Review Review, and any activities related theretoBuyer shall consult with Seller prior to requesting each such consent. Seller shall have the right to have a representative or representatives accompany Buyer and Buyer’s Environmental Consultant at all times during Buyer’s Environmental Review. With respect to any samples taken in connection with Buyer’s Environmental Review, Seller shall have the right to require Buyer shall to take split samples, providing samples and provide one of each such sample, properly labeled and identified, sample to Seller. The Parties Buyer releases, and shall execute a “common undertaking” letter regarding the confidentiality for the Environmental Review where appropriate. Buyer hereby agrees to release, defend, indemnify and hold harmless harmless, Seller Indemnitees from and against all claims, losses, damages, costs, expenses, causes of action and judgments of any kind or character (INCLUDING THOSE RESULTING FROM SELLERA SELLER INDEMNITEE’S SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY, BUT SPECIFICALLY EXCLUDING THOSE RESULTING FROM A SELLER INDEMNITEE’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) to the extent arising out of or relating to Buyer’s Environmental Review. The obligations of Buyer hereby covenants and agrees that it will have at least $2,000,000 set forth in the preceding sentence shall survive the Closing or termination of general liability insurance this Agreement for a period of one (1) year after the date of termination of this Agreement, except as to cover its indemnification hereunder prior to obligations identified within such one (1) year period, which shall survive the commencement Closing or termination of the Environmental Reviewthis Agreement.

Environmental Review. (a) Buyer shall have the right to conduct or cause a consultant reasonably acceptable to the Sellers (“Buyer’s Environmental Consultant”) to conduct an environmental review of the Assets and Seller’s records pertaining to the Assets (as set forth in Section 3.01) prior to the expiration of the Examination Period (“Buyer’s Environmental Review”). The cost cost, risk and expense of Buyer’s Environmental Review, if any, shall be borne solely by Buyer. The scope of work comprising Buyer’s Environmental Review shall be limited to a Phase I review and otherwise as may be agreed by Buyer and the Sellers prior to commencement. The Environmental Review shall not include any intrusive test test, sampling, boring, or similar procedure without the prior written consent of Sellerthe Sellers, which consent shall not be unreasonably withheld, conditioned or delayed. Any such Purchase Price reductions shall count toward Buyer’s termination threshold under Section 13.01(f). Buyer shall (shall, and shall cause Buyer’s Environmental Consultant to): , (i) consult with Seller the Sellers before conducting physically entering any Easement or Real Property to conduct any work comprising Buyer’s Environmental Review, (ii) perform all such work in a safe and workmanlike manner and so as to not unreasonably interfere with Seller’s operations the operation of the Assets and (iii) comply with all applicable laws, rulesLaws. Buyer shall be solely responsible for obtaining any consents from a Third Party that are required to perform any work comprising Buyer’s Environmental Review, and regulations. Seller the Sellers shall use commercially reasonable efforts to obtain any Third Party consents and otherwise cooperate with assist Buyer in conducting Buyer’s Environmental Review and obtaining any activities related theretosuch consents. Seller The Sellers shall have the right to have a representative or representatives accompany Buyer and Buyer’s Environmental Consultant at all times during Buyer’s Environmental Review. With respect to any samples taken in connection with Buyer’s Environmental Review, Buyer the Sellers shall take have the right to request split samples, providing one of each such sample, properly labeled and identified, to Seller. The Parties shall execute a “common undertaking” letter regarding at the confidentiality for the Environmental Review where appropriateSellers expense. Buyer hereby agrees to releasereleases, and shall defend, indemnify and hold harmless Seller harmless, Sellers’ Indemnitees from and against all claims, losses, damages, costs, expenses, causes of action and judgments of any kind or character Losses (INCLUDING THOSE RESULTING FROM SELLER’S REGARDLESS OF WHETHER CAUSED OR CONTRIBUTED TO BY THE SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITYLIABILITY (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) to the extent OF SELLERS’ INDEMNITEES) arising out of of, related to, or caused by Buyer’s Environmental Review. Buyer hereby covenants and agrees that it will have at least $2,000,000 of general liability insurance to cover its indemnification hereunder prior to the commencement of the Environmental Review.

Environmental Review. (a) Buyer shall have the right to conduct or cause a consultant reasonably acceptable to Seller (“Buyer’s Environmental Consultant”) to conduct an environmental review of the Assets and Seller’s records pertaining to the Assets (as set forth in Section 3.01) prior to the expiration of the Examination Period (“Buyer’s Environmental Review”). Seller shall make reasonable efforts to arrange for Buyer to have access to the Assets to conduct Buyer’s Environmental Review. The cost and expense of Buyer’s Environmental Review, if any, shall be borne solely by Buyer. The scope of work comprising Buyer’s Environmental Review shall be limited to a Phase I review and otherwise as may be agreed by Buyer and Seller prior to commencement. The Environmental Review shall not include any intrusive test or procedure without the prior written consent of Seller, which consent will not be unreasonably withheld. Buyer shall (shall, and shall cause Buyer’s Environmental Consultant to): , (i) consult with Seller before conducting any work comprising Buyer’s Environmental Review, (ii) perform all such work in a safe and workmanlike manner and so as to not unreasonably interfere with Seller’s operations the operation of the Assets and (iii) comply with all applicable laws, rules, and regulationsLaw. Seller Buyer shall use commercially reasonable efforts to obtain be solely responsible for obtaining any consents from a Third Party consents and otherwise cooperate with Buyer in conducting that are required to perform any work comprising Buyer’s Environmental Review Review, and any activities related theretoBuyer shall consult with Seller prior to requesting each such consent. Seller shall have the right to have a representative or representatives accompany Buyer and Buyer’s Environmental Consultant at all times during Buyer’s Environmental Review. With respect to any samples taken in connection with Buyer’s Environmental Review, Buyer shall take split samples, providing one of each such sample, properly labeled and identified, to Seller. The Parties shall execute a “common undertaking” letter regarding the confidentiality for the Environmental Review where appropriateSeller without charge. Buyer hereby agrees to releasereleases, and shall defend, indemnify and hold harmless harmless, Seller Indemnitees from and against all claims, losses, damages, costs, expenses, causes of action and judgments of any kind or character (INCLUDING THOSE RESULTING FROM SELLER’S Mid: 010628\000101\905583.7 SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY, BUT SPECIFICALLY EXCLUDING THOSE RESULTING FROM SELLER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) to the extent arising out of or relating to Buyer’s Environmental Review. Buyer hereby covenants and agrees that it will have at least $2,000,000 of general liability insurance to cover its indemnification hereunder prior to the commencement of the Environmental Review.

Environmental Review. (a) Buyer shall have the right to conduct or cause a consultant reasonably acceptable to Seller (“Buyer’s 's Environmental Consultant”) to conduct an environmental review of the Assets and Seller’s records pertaining to the Assets (as set forth in Section 3.01) prior to the expiration of the Examination Period (“Buyer’s 's Environmental Review”). The cost and expense of Buyer’s Xxxxx's Environmental Review, if any, shall be borne solely by BuyerXxxxx. The scope of work comprising Buyer’s Xxxxx's Environmental Review shall be limited to a Phase I review and otherwise as may be agreed by Xxxxx and Seller prior to commencement. The Environmental Review shall not include any intrusive test or procedure without the prior written consent of Seller, which consent will not be unreasonably withheld. Buyer shall (shall, and shall cause Buyer’s 's Environmental Consultant to): , (i) consult with Seller before conducting any work comprising Buyer’s Xxxxx's Environmental Review, (ii) perform all such work in a safe and workmanlike manner and so as to not unreasonably interfere with Seller’s operations the operation of the Assets and (iii) comply with all applicable laws, rulesLaw. Buyer shall be solely responsible for obtaining any consents from a Third Party that are required to perform any work comprising Xxxxx's Environmental Review, and regulations. Buyer shall consult with Seller shall use commercially reasonable efforts prior to obtain any Third Party consents and otherwise cooperate with Buyer in conducting Buyer’s Environmental Review and any activities related theretorequesting each such consent. Seller shall have the right to have a representative or representatives accompany Buyer Xxxxx and Buyer’s Xxxxx's Environmental Consultant at all times during Buyer’s Xxxxx's Environmental Review. With respect to any samples taken in connection with Buyer’s Xxxxx's Environmental Review, Buyer shall take split samples, providing one of each such sample, properly labeled and identified, to SellerSeller without charge. The Parties Xxxxx releases, and shall execute a “common undertaking” letter regarding the confidentiality for the Environmental Review where appropriate. Buyer hereby agrees to release, defend, indemnify and hold harmless harmless, Seller Indemnitees from and against all claims, losses, damages, costs, expenses, causes of action and judgments of any kind or character (INCLUDING THOSE RESULTING FROM SELLER’S 'S SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY, BUT SPECIFICALLY EXCLUDING THOSE RESULTING FROM SELLER'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) to the extent arising out of or relating to Buyer’s 's Environmental Review. Buyer hereby covenants The indemnity and agrees that it will have at least $2,000,000 other obligations set forth in the immediately preceding sentence shall survive the Closing or termination of general liability insurance to cover its indemnification hereunder prior to the commencement of the Environmental Reviewthis Agreement.

Environmental Review. (a) Buyer Purchaser shall have the right to conduct or cause a consultant (“BuyerPurchaser’s Environmental Consultant”) to conduct an environmental review of the Assets and Seller’s records pertaining to the Assets (as set forth in Section 3.01) prior to the expiration of the Examination Period (“BuyerPurchaser’s Environmental Review”). The cost and expense of BuyerPurchaser’s Environmental Review, if any, shall be borne solely by BuyerPurchaser. The scope of work comprising BuyerPurchaser’s Environmental Review shall be limited to that mutually agreed by Purchaser and Seller prior to commencement thereof and shall not include any subsurface or intrusive test or procedure without the express prior written consent of Seller. Buyer Purchaser shall (and shall cause BuyerPurchaser’s Environmental Consultant to): (i) consult with Seller before conducting any work comprising BuyerPurchaser’s Environmental Review, (ii) perform all such work in a safe and workmanlike manner and so as to not unreasonably interfere with Seller’s operations operations, and (iii) comply with all applicable laws, rules, and regulations. Seller shall cause the Company, with Purchaser’s cooperation, to use commercially reasonable efforts to obtain any Third Party consents and otherwise cooperate with Buyer that are required in conducting Buyerorder to allow Purchaser access to the Assets to perform any work comprising Purchaser’s Environmental Review Review, and any activities related theretoPurchaser shall consult with Seller prior to requesting each such Third Party consent. Seller shall have the right to have a representative or representatives accompany Buyer Purchaser and BuyerPurchaser’s Environmental Consultant at all times during BuyerPurchaser’s Environmental Review. With respect to any samples taken in connection with BuyerPurchaser’s Environmental Review, Buyer Purchaser shall take split samples, providing one of each such sample, properly labeled and identified, to Seller. The Parties shall execute a “common undertaking” letter regarding the confidentiality for the Environmental Review where appropriate. Buyer hereby agrees to releasePURCHASER HEREBY AGREES TO RELEASE, defendDEFEND, indemnify and hold harmless Seller from and against all claimsINDEMNIFY AND HOLD HARMLESS SELLER FROM AND AGAINST ALL CLAIMS, lossesLOSSES, damagesDAMAGES, costsCOSTS, expensesEXPENSES, causes of action and judgments of any kind or character CAUSES OF ACTION AND JUDGMENTS OF ANY KIND OR CHARACTER (INCLUDING THOSE RESULTING FROM SELLER’S SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY) to the extent arising out of Buyer’s Environmental Review. Buyer hereby covenants and agrees that it will have at least $2,000,000 of general liability insurance to cover its indemnification hereunder prior to the commencement of the Environmental ReviewARISING OUT OF OR RELATING TO PURCHASER’S ENVIRONMENTAL REVIEW.

Environmental Review. (a) Buyer i)Buyer shall have the right to conduct or cause a consultant (“Buyer’s Environmental Consultant”) to conduct an a standard Phase I environmental review of the Assets Assets, subject to any Third Party operator consents or conditions, and Seller’s records pertaining to the Assets Records (as set forth in Section 3.0110.1) prior to the expiration of the Examination Period (“Buyer’s Environmental Review”). The cost and expense of Buyer’s Environmental Review, if any, shall be borne solely by Buyer. The scope of work comprising Buyer’s Environmental Review shall be disclosed to Seller prior to commencement thereof and shall not include any intrusive test or procedure without the prior written consent (for example, digging, boring, or sampling of Sellersoils). Buyer shall (and shall cause Buyer’s Environmental Consultant to): (iA) consult with Seller before conducting any work comprising Buyer’s Environmental Review, (iiB) perform all such work in a safe and workmanlike manner and so as to not unreasonably interfere with Seller’s operations of the Assets, and (iiiC) comply with all applicable laws, rules, and regulations. Seller shall use commercially reasonable efforts to obtain any Third Party consents and otherwise cooperate with Buyer in conducting Buyer’s Environmental Review and any activities related thereto. Seller shall have the right to have a representative or representatives accompany Buyer and Buyer’s Environmental Consultant at all times during Buyer’s Environmental Review. With respect to any samples taken in connection with Buyer’s Environmental Review, Buyer shall take split samples, providing one of each such sample, properly labeled and identified, to Seller. The Parties shall execute a “common undertaking” letter regarding the confidentiality for the Environmental Review where appropriate. Buyer hereby agrees to release, defend, indemnify and hold harmless Seller Indemnified Parties from and against all claimsClaims arising from, lossesout of or in connection with, damagesor otherwise relating to, costsBuyer’s Environmental Review, expensesor, causes of action and judgments of any kind or character (INCLUDING THOSE RESULTING FROM SELLER’S other access to the Assets by Buyer, REGARDLESS OF THE SOLE, JOINT, CONCURRENT OR COMPARATIVE OR CONCURRENT NEGLIGENCE (BUT NOT ANY SELLER INDEMNITIES’ GROSS NEGLIGENCE OR WILLFUL MISCONDUCT), STRICT LIABILITY) to the extent arising out of Buyer’s Environmental Review. Buyer hereby covenants and agrees that it will have at least $2,000,000 of general liability insurance to cover its indemnification hereunder prior to the commencement of the Environmental Review, REGULATORY LIABILITY, STATUTORY LIABILITY, BREACH OF CONTRACT, BREACH OF WARRANTY OR OTHER FAULT OR RESPONSIBILITY OF A SELLER PARTY OR ANY OTHER PERSON OR PARTY.

Environmental Review. (a) Buyer i)Buyer shall have the right to conduct or cause a consultant (“Buyer’s Environmental Consultant”) to conduct an a standard Phase I environmental review of the Assets and Seller’s records pertaining a review to determine whether the operation of the Assets and any conditions on the Assets do not comply with Environmental Laws, subject to any Third Party operator consents or conditions, and the Records (as set forth in Section 3.0110.1) prior to the expiration of the Examination Period Scheduled Closing Date (“Buyer’s Environmental Review”). The cost and expense of Buyer’s Environmental Review, if any, shall be borne solely by Buyer. The scope of work comprising Buyer’s Environmental Review shall be disclosed to Seller prior to commencement thereof and shall not include any intrusive test or procedure without the prior written consent (for example, digging, boring, or sampling of Sellersoils). Buyer shall (and shall cause Buyer’s Environmental Consultant to): (iA) consult with Seller before conducting any work comprising Buyer’s Environmental Review, (iiB) perform all such work in a safe and workmanlike manner and so as to not unreasonably interfere with Seller’s operations of the Assets, and (iiiC) comply with all applicable laws, rules, and regulations. Seller shall use commercially reasonable efforts to obtain any Third Party consents and otherwise cooperate with Buyer in conducting Buyer’s Environmental Review and any activities related thereto. Seller shall have the right to have a representative or representatives accompany Buyer and Buyer’s Environmental Consultant at all times during Buyer’s Environmental Review. With respect to any samples taken in connection with Buyer’s Environmental Review, Buyer shall take split samples, providing one of each such sample, properly labeled and identified, to Seller. The Parties shall execute a “common undertaking” letter regarding the confidentiality for the Environmental Review where appropriate. Buyer hereby agrees to release, defend, indemnify and hold harmless Seller Group from and against all claimsLiabilities arising from, lossesout of or in connection with, damagesor otherwise relating to, costsBuyer’s Environmental Review, expensesdue diligence, causes of action and judgments of or any kind or character (INCLUDING THOSE RESULTING FROM SELLER’S other access to the Assets by Buyer, REGARDLESS OF THE SOLE, JOINT, CONCURRENT OR COMPARATIVE OR CONCURRENT NEGLIGENCE (BUT NOT ANY MEMBER OF THE SELLER GROUP’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT), STRICT LIABILITY) to the extent arising out of Buyer’s Environmental Review. Buyer hereby covenants and agrees that it will have at least $2,000,000 of general liability insurance to cover its indemnification hereunder prior to the commencement of the Environmental Review, REGULATORY LIABILITY, STATUTORY LIABILITY, BREACH OF CONTRACT, BREACH OF WARRANTY OR OTHER FAULT OR RESPONSIBILITY OF A SELLER GROUP OR ANY OTHER PERSON OR PARTY.

Environmental Review. (a) Buyer shall have the right to conduct or cause a consultant (“Buyer’s Environmental Consultant”) to conduct an environmental review of the Assets and Seller’s records pertaining to the Assets (as set forth in Section 3.01) prior to the expiration of the Examination Period (“Buyer’s Environmental Review”). The cost and expense of BuyerXxxxx’s Environmental Review, if any, shall be borne solely by BuyerXxxxx. The scope of work comprising BuyerXxxxx’s Environmental Review shall be limited to a Phase I review, provided, however, that in the event the Phase I review discloses matters (“Environmental Matters”) that Xxxxx, acting in good faith, reasonably determines requires additional inspection, Buyer may notify Seller in writing of such Environmental Matters and request Seller’s consent to conduct additional inspection activities (“Inspection Request”). The Inspection Request shall include the specific Asset that would be subject to such additional inspection, the reasons for requesting additional inspection and a description of the proposed additional inspection activities to be conducted by Buyer. Seller shall consent to or deny the Inspection Request within three (3) days of receipt of the Inspection Request, provided that consent from Seller shall not include be unreasonably withheld and that the failure of Seller to respond within such three (3) day period shall be deemed to constitute Seller’s consent to the proposed additional inspection activities proposed in the Inspection Request. Notwithstanding the foregoing, if Seller withholds its consent to any intrusive test or procedure without Inspection Request, then such Asset may be excluded by Buyer, at Buyer’s discretion, from the prior written consent sale under this Agreement and the Unadjusted Purchase Price shall be reduced by the Allocated Value of Sellersuch excluded Assets. Buyer shall (shall, and shall cause Buyer’s Environmental Consultant to): , (i) consult with Seller before conducting any work comprising BuyerXxxxx’s Environmental Review, (ii) perform all such work in a safe and workmanlike manner and so as to not unreasonably interfere with Seller’s operations the operation of the Assets and (iii) comply with all applicable lawsLaw. For any of the Assets that are not operated by Seller, rules, and regulations. Seller shall use commercially reasonable efforts good faith effort to seek and obtain any Third Party consents and otherwise cooperate with the consent of the operator(s) to access by Buyer in conducting for the purpose of Buyer’s Environmental Review and any activities related theretoReview. Seller shall have the right to have a representative or representatives accompany Buyer Xxxxx and BuyerXxxxx’s Environmental Consultant at all times during BuyerXxxxx’s Environmental Review. With respect to any samples taken in connection with BuyerXxxxx’s Environmental Review, Buyer shall take split samples, providing one of each such sample, properly labeled and identified, to Seller. The Parties shall execute a “common undertaking” letter regarding the confidentiality for the Environmental Review where appropriateSeller without charge. Buyer hereby agrees to releasereleases, and shall defend, indemnify and hold harmless harmless, Seller, its members, managers, Affiliates, co-lessees, co-venturers and their respective officers, directors, managers, employees, agents, partners, representatives, members, shareholders, Affiliates, subsidiaries, successors and assigns (collectively, “Seller Indemnitees”) from and against all claimsClaims, losses, damages, costs, expenses, causes of action and judgments of any kind or character (INCLUDING THOSE RESULTING FROM SELLER’S SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY, BUT SPECIFICALLY EXCLUDING THOSE RESULTING FROM SELLER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) to the extent arising out of Buyeror relating to Xxxxx’s Environmental Review. Buyer hereby covenants and agrees that it will have at least $2,000,000 of general liability insurance to cover its indemnification hereunder prior to the commencement of the Environmental Review.

Environmental Review. (a) Buyer a)Buyer shall have the right to conduct or cause a consultant reasonably acceptable to Sellers (“Buyer’s Environmental Consultant”) to conduct an environmental review of the Assets and Seller’s records pertaining to the Assets (as set forth in Section 3.01) prior to the expiration of the Examination Period (“Buyer’s Environmental Review”). The cost and expense of Buyer’s Environmental Review, if any, shall be borne solely by Buyer. The Subject to the following sentence, the scope of work comprising Buyer’s Environmental Review shall be limited to a Phase I review that does not exceed the basic assessment requirements set forth under the current American Society for Testing and Material Standard Practice for Phase I environmental property assessments (Designation E1527-05) and otherwise as may be agreed by Buyer and Sellers prior to commencement. Buyer’s Environmental Review shall not include any intrusive test or procedure without the prior written consent of SellerSellers, which consent shall not be unreasonably withheld, condition or delayed. Buyer shall (shall, and shall cause Buyer’s Environmental Consultant to): , (i) consult with Seller Sellers before conducting any work comprising Buyer’s Environmental Review, (ii) perform all such work in a safe and workmanlike manner and so as to not unreasonably interfere with Seller’s operations the operation of the Assets and (iii) comply with all applicable laws, rules, and regulationsLaw. Seller Buyer shall use commercially reasonable efforts to obtain be solely responsible for obtaining any consents from a Third Party consents and otherwise cooperate with Buyer in conducting that are required to perform any work comprising Buyer’s Environmental Review Review, and any activities related theretoBuyer shall consult with Sellers prior to requesting each such consent. Seller Sellers shall have the right to have a representative or representatives accompany Buyer and Buyer’s Environmental Consultant at all times during Buyer’s Environmental Review. With respect to any samples taken in connection with Buyer’s Environmental Review, Buyer shall take split samples, providing one of each such sample, properly labeled and identified, to Seller. The Parties shall execute a “common undertaking” letter regarding the confidentiality for the Environmental Review where appropriateSellers without charge. Buyer hereby agrees to releasereleases, and shall defend, indemnify and hold harmless Seller harmless, Sellers Indemnitees from and against all claims, losses, damages, costs, expenses, causes of action and judgments of any kind or character (INCLUDING THOSE RESULTING FROM SELLERA SELLERS INDEMNITEE’S SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY, BUT SPECIFICALLY EXCLUDING THOSE RESULTING FROM A SELLERS INDEMNITEE’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) to the extent arising out of or relating to Buyer’s Environmental Review. Buyer hereby covenants The indemnity and agrees that it will have at least $2,000,000 other obligations set forth in the immediately preceding sentence shall survive the Closing or termination of general liability insurance to cover its indemnification hereunder prior to the commencement of the Environmental Reviewthis Agreement.

Environmental Review. (a) Buyer shall have the right to conduct or cause a its environmental consultant (“Buyer’s Environmental Consultant”) to conduct an environmental review of the Assets and Seller’s records pertaining to the Assets (as set forth in Section 3.01) prior to the expiration of the Examination Period Defects Deadline (“Buyer’s Environmental Review”). The cost and expense of Buyer’s Environmental Review, if any, Review shall be borne solely by Buyer. The scope of work comprising Buyer’s Environmental Review shall not include any intrusive test or procedure without the prior written consent of Seller. Buyer shall (and shall cause instruct Buyer’s Environmental Consultant to): (i) consult with Seller Sellers’ Representative before conducting any work comprising Buyer’s Environmental Review, (ii) perform all such work in a safe and workmanlike manner and so as to not unreasonably interfere with any Seller’s operations operations, and (iii) comply with all applicable laws, rules, and regulations. Each Seller shall use commercially reasonable efforts to obtain any Third Party consents and otherwise cooperate with will assist Buyer in conducting obtaining any third party consents that are required in order to perform any work comprising Buyer’s Environmental Review and any activities related theretoReview. Seller Sellers shall have the right to have a representative or representatives accompany Buyer and Buyer’s Environmental Consultant at all times during Buyer’s Environmental Review. Sellers shall have the right to have a representative or representatives accompany Buyer and Buyer’s Environmental Consultant at all times during Buyer’s Environmental Review, and Buyer shall give Sellers’ Representative notice not less than 24 hours before any visits by Buyer or Buyer’s Environmental Consultant to the Assets; provided that, if Buyer timely provides such notice with respect to any such visit, then Buyer or Buyer’s Environmental Consultant may proceed with such visit at such times and at such places as are indicated in such notice regardless of whether a representative or representatives of Sellers is present at such visit. With respect to any samples taken in connection with Buyer’s Environmental Review, Buyer shall take split samples, providing one of each such sample, properly labeled and identified, to SellerSellers’ Representative. The Parties shall execute a “common undertaking” letter regarding the confidentiality for the Environmental Review where appropriate. Buyer hereby agrees to releaseBUYER HEREBY AGREES TO RELEASE, defendDEFEND, indemnify and hold harmless Seller from and against all claimsINDEMNIFY AND HOLD HARMLESS EACH SELLER, lossesAND ITS AFFILIATES, damagesAND THEIR RESPECTIVE FORMER, costsCURRENT OR FUTURE, expensesPARTNERS, causes of action and judgments of any kind or character MEMBERS, SHAREHOLDERS, OWNERS, OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, AGENTS AND REPRESENTATIVES, FROM AND AGAINST ALL CLAIMS, LOSSES, DAMAGES, COSTS, EXPENSES, CAUSES OF ACTION AND JUDGMENTS OF ANY KIND OR CHARACTER (INCLUDING THOSE CLAIMS, LOSSES, DAMAGES, COSTS, EXPENSES, CAUSES OF ACTION AND JUDGMENTS RESULTING FROM A SELLER’S SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITYLIABILITY BUT EXPRESSLY NOT INCLUDING THOSE CLAIMS, LOSSES, DAMAGES, COSTS, EXPENSES, CAUSES OF ACTION AND JUDGMENTS RESULTING FROM A SELLER’S (OR ANY OF ITS PARTNER’S, MEMBER’S, SHAREHOLDER’S, OWNER’S, OFFICER’S, DIRECTOR’S, MANAGER’S, EMPLOYEE’S, AGENT’S OR REPRESENTATIVE’S) to the extent arising out of Buyer’s Environmental Review. Buyer hereby covenants and agrees that it will have at least $2,000,000 of general liability insurance to cover its indemnification hereunder prior to the commencement of the Environmental ReviewSOLE NEGLIGENCE, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) ARISING OUT OF OR RELATING TO BUYER’S ENVIRONMENTAL REVIEW.

Environmental Review. (a) Buyer and its Representatives shall have the right to conduct or cause a consultant (“Buyer’s Environmental Consultant”i) to conduct on-site inspections and (ii) an environmental review of the Assets and Seller’s records pertaining to the Assets (as set forth in Section 3.01) prior to the expiration of the Examination Period Period. Seller shall provide Buyer and its Representatives reasonable access to the Assets, all Records in the possession or control of Seller or its Affiliates, and to designated employees of Seller and its Affiliates responsible for the Assets for the purpose of conducting a review (“Buyer’s including an Environmental Review”). The cost and expense ) of Buyer’s Environmental Reviewthe Assets, if any, shall be borne solely by Buyer. The scope of work comprising Buyer’s Environmental Review shall not include any intrusive test or procedure but only to the extent that Seller may do so without the prior written consent of Seller. Buyer shall (and shall cause Buyer’s Environmental Consultant to): (i) consult with Seller before conducting any work comprising Buyer’s Environmental Reviewviolating applicable Laws, (ii) perform all such work in a safe and workmanlike manner and so as violating any obligations to not unreasonably interfere with Seller’s operations and any third Person, (iii) comply with waiving any legal privilege of Seller, any of its Affiliates or its counselors, attorneys, accountants or consultants (provided, however, that Seller will provide all applicable lawstitle opinions and environmental reports in its possession or control, rulesirrespective of this clause (iii), and regulations. (iv) to the extent that Seller has authority to grant such access without breaching any restriction binding on Seller (provided, however, that Seller shall use commercially reasonable efforts to obtain any Third Party such consents or waivers to allow Buyer and otherwise cooperate with its Representatives access to the Assets). Such access by Buyer in conducting shall be limited to Seller’s normal business hours, and Buyer’s Environmental Review investigation shall be conducted in a manner that minimizes interference with the operation of the business of Seller and any activities related theretoapplicable third Person operator. All investigations and due diligence conducted by Buyer or any of its Representatives shall be conducted at Buyer’s sole cost, risk and expense, and any conclusions made from any examination done by Buyer or its Representatives shall result from Buyer’s own independent review and judgment. Seller shall use commercially reasonable efforts (but without the obligation to incur any out-of-pocket costs, expenses, or the obligation to undertake any liability or other obligations to or by Seller) to obtain permission for Buyer to gain access to third Person operated Properties to inspect the condition of the same; provided, however, that Seller shall have no liability to Buyer for failure to obtain such operator’s permission. Seller or its designee shall have the right to have a representative or representatives accompany Buyer and Buyer’s Environmental Consultant at all times during Buyer’s Environmental Reviewits Representatives whenever they are on site on the Assets. With respect to any samples taken in connection with Buyer’s Environmental ReviewExcept as set forth below, Buyer shall take split samples, providing one of each such sample, properly labeled and identified, not be entitled to Seller. The Parties shall execute a “common undertaking” letter regarding the confidentiality for the Environmental Review where appropriate. Buyer hereby agrees to release, defend, indemnify and hold harmless Seller from and against all claims, losses, damages, costs, expenses, causes of action and judgments of conduct any kind or character (INCLUDING THOSE RESULTING FROM SELLER’S SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY) Invasive Activity relating to the extent arising out of Buyer’s Environmental Review. Buyer hereby covenants and agrees that it will have at least $2,000,000 of general liability insurance to cover its indemnification hereunder prior to the commencement of the Environmental ReviewAssets.

Environmental Review. (a) Buyer shall have the right to conduct or cause a consultant (“Buyer’s Environmental Consultant”) to conduct an environmental review of the Assets and Seller’s records pertaining to the Assets (as set forth in Section 3.01) prior to the expiration of the Examination Period (“Buyer’s Environmental Review”). The cost and expense of Buyer’s Environmental Review, if any, shall be borne solely by Buyer. The scope of work comprising Buyer’s Environmental Review shall be limited to that mutually agreed in writing by Buyer and Seller prior to commencement thereof and shall not include any intrusive test or procedure without the prior written consent of Seller. Buyer shall (and shall cause Buyer’s Environmental Consultant to): (i) consult with Seller before conducting any work comprising Buyer’s Environmental Review, (ii) perform all such work in a safe and workmanlike manner and so as to not unreasonably interfere with Seller’s operations operations, and (iii) comply with all applicable laws, rules, and regulations. Seller Buyer shall use commercially reasonable efforts to obtain be solely responsible for obtaining any Third Party consents and otherwise cooperate with Buyer that are required in conducting order to perform any work comprising Buyer’s Environmental Review Review, and any activities related theretoBuyer shall consult with Seller prior to requesting each such Third Party consent. Seller shall have the right to have a representative or representatives accompany Buyer and Buyer’s Environmental Consultant at all times during Buyer’s Environmental Review, and Buyer shall give Seller notice not more than five (5) days and not less than 48 hours before any visits by Buyer or Buyer’s Environmental Consultant to the Assets. With respect to any samples taken in connection with Buyer’s Environmental Review, Buyer shall take split samples, providing one of each such sample, properly labeled and identified, to Seller. The Parties shall execute a “common undertaking” letter regarding the confidentiality for the Environmental Review where appropriate. Buyer hereby agrees to release, defend, indemnify and hold harmless Seller from and against all claims, losses, damages, costs, expenses, causes of action and judgments of any kind or character (INCLUDING THOSE RESULTING FROM SELLER’S SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY) to the extent arising out of or relating to Buyer’s Environmental Review. Buyer hereby covenants and agrees that it will have at least $2,000,000 of general liability insurance to cover its indemnification hereunder prior to the commencement of the Environmental Review.

Environmental Review. (a) Buyer shall have the right to conduct or cause a consultant (“Buyer’s Environmental Consultant”) to conduct an environmental review of the Assets and Seller’s records pertaining to the Assets (as set forth in Section 3.01) prior to the expiration of the Examination Period (“Buyer’s Environmental Review”). The cost and expense of BuyerXxxxx’s Environmental Review, if any, shall be borne solely by BuyerXxxxx. The scope of work comprising Buyer’s Environmental Review shall be limited to that mutually agreed by Buyer and Sellers prior to commencement thereof and shall not include any intrusive test or procedure without the prior written consent of SellerSellers; provided, however, that if Sellers refuse to promptly grant consent for any reasonably requested intrusive test or procedure, Buyer may elect to remove the affected Assets from this Agreement, with a downward adjustment to the Purchase Price in an amount corresponding to the Allocated Value for the affected Asset. Buyer shall (and shall cause Buyer’s Environmental Consultant to): (i) consult with Seller Sellers before conducting any work comprising Buyer’s Environmental Review, (ii) perform all such work in a safe and workmanlike manner and so as to not unreasonably interfere with Seller’s operations Sellers’ operations, and (iii) comply with all applicable laws, rules, and regulations. Seller shall use commercially reasonable efforts to obtain any Third Party consents and otherwise cooperate with Buyer in conducting Buyer’s Environmental Review and any activities related thereto. Seller Sellers shall have the right to have a representative or representatives accompany Buyer Xxxxx and BuyerXxxxx’s Environmental Consultant at all times during BuyerXxxxx’s Environmental Review. With respect to any samples taken in connection with BuyerXxxxx’s Environmental Review, Buyer shall take split samples, providing one of each such sample, properly labeled and identified, to Seller. The Parties shall execute a “common undertaking” letter regarding the confidentiality for the Environmental Review where appropriateSellers. Buyer hereby agrees to release, defend, indemnify and hold harmless Seller Sellers from and against all claims, losses, damages, costs, expenses, causes of action and judgments of any kind or character (INCLUDING THOSE RESULTING FROM EITHER SELLER’S SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY) to the extent arising out of or relating to Buyer’s Environmental Review. Buyer hereby covenants and agrees that it will have at least $2,000,000 of general liability insurance to cover its indemnification hereunder prior to the commencement of the Environmental Review.

Environmental Review. (a) Buyer a)Buyer shall have the right to conduct or cause a consultant reasonably acceptable to Seller (“Buyer’s Environmental Consultant”) to conduct an environmental review of the Assets and Seller’s records pertaining to the Assets (as set forth in Section 3.01) prior to the expiration of the Examination Period (“Buyer’s Environmental Review”). The cost and expense of Buyer’s Environmental Review, if any, shall be borne solely by Buyer. The Subject to the following sentence, the scope of work {1914556;9} - 21 - comprising Buyer’s Environmental Review shall be limited to a Phase I review that does not exceed the basic assessment requirements set forth under the current American Society for Testing and Material Standard Practice for Phase I environmental property assessments (Designation E1527-05) and otherwise as may be agreed by Buyer and Seller prior to commencement. Buyer’s Environmental Review shall not include any intrusive test or procedure without the prior written consent of Seller, which consent shall not be unreasonably withheld, condition or delayed. Buyer shall (shall, and shall cause Buyer’s Environmental Consultant to): , (i) consult with Seller before conducting any work comprising Buyer’s Environmental Review, (ii) perform all such work in a safe and workmanlike manner and so as to not unreasonably interfere with Seller’s operations the operation of the Assets and (iii) comply with all applicable laws, rules, and regulationsLaw. Seller Buyer shall use commercially reasonable efforts to obtain be solely responsible for obtaining any consents from a Third Party consents and otherwise cooperate with Buyer in conducting that are required to perform any work comprising Buyer’s Environmental Review Review, and any activities related theretoBuyer shall consult with Seller prior to requesting each such consent. Seller shall have the right to have a representative or representatives accompany Buyer and Buyer’s Environmental Consultant at all times during Buyer’s Environmental Review. With respect to any samples taken in connection with Buyer’s Environmental Review, Buyer shall take split samples, providing one of each such sample, properly labeled and identified, to Seller. The Parties shall execute a “common undertaking” letter regarding the confidentiality for the Environmental Review where appropriateSeller without charge. Buyer hereby agrees to releasereleases, and shall defend, indemnify and hold harmless harmless, Seller Indemnitees from and against all claims, losses, damages, costs, expenses, causes of action and judgments of any kind or character (INCLUDING THOSE RESULTING FROM SELLERA SELLER INDEMNITEE’S SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY, BUT SPECIFICALLY EXCLUDING THOSE RESULTING FROM A SELLER INDEMNITEE’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) to the extent arising out of or relating to Buyer’s Environmental Review. Buyer hereby covenants The indemnity and agrees that it will have at least $2,000,000 other obligations set forth in the immediately preceding sentence shall survive the Closing or termination of general liability insurance to cover its indemnification hereunder prior to the commencement of the Environmental Reviewthis Agreement.

Environmental Review. (a) Seller has provided to Buyer shall have copies of Phase I environmental site assessments with respect to the right to conduct or cause Real Property. After review of such assessments, Buyer at its expense, may order Phase II environmental site assessments for the Real Property sites set forth on Schedule 6.9. Buyer may select a consultant (“Buyer’s Environmental the "Consultant”") to conduct an environmental review perform the Phase II environment site assessments. Upon its availability, Buyer will deliver the final report of such assessments to Seller. In the event any of the Assets Environmental Assessments reveals any remediation work or other actions which must be completed in order to bring the Real Property into compliance with applicable Environmental Laws or to eliminate any potential environmental liability, the Consultant shall be directed at Buyer's expense to prepare and Seller’s records pertaining to the Assets (as set deliver to each of Seller and Buyer a written proposal setting forth in Section 3.01) prior to reasonable detail the expiration scope of required remediation and an estimate of the Examination Period (“Buyer’s Environmental Review”)cost of completing such remediation. The cost and expense For the purposes of Buyer’s Environmental ReviewSection 6.9, if any, "required remediation" shall be borne solely by Buyer. The scope of work comprising Buyer’s Environmental Review shall not include mean any intrusive test or procedure without the prior written consent of Seller. Buyer shall (and shall cause Buyer’s Environmental Consultant to): action necessary to (i) consult comply with Seller before conducting any work comprising Buyer’s Environmental Reviewgovernmental order, (ii) perform all such work in a safe and workmanlike manner and so as to not unreasonably interfere comply with Seller’s operations and any Environmental Law effective at the Closing or (iii) comply eliminate a potential environmental liability (collectively the "Remediation Standard"), as applicable to the Real Property or the operation thereof by Seller as of the Closing Date. For the purposes of Section 6.9 and with all applicable laws, rules, and regulations. Seller shall use commercially reasonable efforts to obtain any Third Party consents and otherwise cooperate with Buyer in conducting Buyer’s Environmental Review and any activities related thereto. Seller shall have the right to have a representative or representatives accompany Buyer and Buyer’s Environmental Consultant at all times during Buyer’s Environmental Review. With respect to any samples taken in connection Underground Storage Tanks at the Real Property, "necessary remediation" also shall include obtaining a closure letter from the governing state agency confirming that the state agency has approved closure of the Underground Storage Tanks and will not take any further action related to any liability associated with Buyer’s Environmental Review, Buyer shall take split samples, providing one of each such sample, properly labeled and identified, to Sellerany Underground Storage Tank at the Facilities. The Parties shall execute a “common undertaking” letter regarding If the confidentiality for the Environmental Review where appropriate. Buyer hereby agrees to release, defend, indemnify and hold harmless Seller from and against all claims, losses, damages, costs, expenses, causes of action and judgments cost of any kind required remediation is $100,000 or character (INCLUDING THOSE RESULTING FROM SELLER’S SOLEless, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY) the site shall be included in the Acquired Assets and the cost of the remediation shall be considered a claim by Buyer for indemnification by Seller pursuant to the extent arising out of Buyer’s Environmental ReviewIndemnification Agreement. Buyer hereby covenants and agrees that it will have at least $2,000,000 of general liability insurance to cover its indemnification hereunder prior to If the commencement cost of the Environmental Reviewremediation is more than $100,000, the site shall not be included as an "Acquired Asset" and the book value of such site shall be deducted from the Purchase Price.

Environmental Review. (a) Buyer shall have the right to conduct or cause a consultant (“Buyer’s Environmental Consultant”) to conduct an environmental review of the Assets and Seller’s records pertaining to the Assets (as set forth in Section 3.01) prior to the expiration of the Examination Period (“Buyer’s Environmental Review”). The cost and expense of Buyer’s Environmental Review, if any, shall be borne solely by Buyer. The scope of work comprising Buyer’s Environmental Review shall not include any intrusive test or procedure without the prior written consent of Seller. Buyer shall (and shall cause Buyer’s Environmental Consultant to): (i) consult with Seller before conducting any work comprising Buyer’s Environmental Review, (ii) perform all such work in a safe and workmanlike manner and so as to not unreasonably interfere with Seller’s operations and (iii) comply with all applicable laws, rules, and regulations. Seller shall use commercially reasonable efforts to obtain any Third Party consents and otherwise cooperate with Buyer in conducting Buyer’s Environmental Review and any activities related thereto. Seller shall have the right to have a representative or representatives accompany Buyer and Buyer’s Environmental Consultant at all times during Buyer’s Environmental Review. With respect to any samples taken in connection with Buyer’s Environmental Review, Buyer shall take split samples, providing one of each such sample, properly labeled and identified, to Seller. The Parties shall execute a “common undertaking” letter regarding the confidentiality for the Environmental Review where appropriate. Buyer hereby agrees to release, defend, indemnify and hold harmless Seller from and against all claims, losses, damages, costs, expenses, causes of action and judgments of any kind or character (INCLUDING THOSE RESULTING FROM SELLER’S SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY) to the extent arising out of Buyer’s Environmental Review. Buyer hereby covenants and agrees that it will have at least $2,000,000 of general liability insurance to cover its indemnification hereunder prior to the commencement of the Environmental Review.that

Environmental Review. (a) Buyer shall have the right to conduct or cause a consultant (“Buyer’s Environmental Consultant”) to conduct an environmental review of the Assets and Seller’s records pertaining to following the Assets Execution Date until September 15, 2006 at 5:00 p.m. Mountain Time (as set forth in Section 3.01the “Environmental Examination Period”) prior to the expiration of the Examination Period (“Buyer’s Environmental Review”). The cost and expense of Buyer’s Environmental Review, if any, shall be borne solely by Buyer. The scope of work comprising Buyer’s Environmental Review shall not include any intrusive test or procedure without the prior written consent of Seller. Buyer shall (and shall cause Buyer’s Environmental Consultant to): (i) consult with Seller before conducting any work comprising Buyer’s Environmental Review, (ii) perform all such work in a safe and workmanlike manner and so as to not unreasonably interfere with Seller’s operations operations, and (iii) comply with all applicable laws, rules, and regulations. Seller Buyer shall use commercially reasonable efforts to obtain be solely responsible for obtaining any Third Party consents and otherwise cooperate with Buyer that are required in conducting order to perform any work comprising Buyer’s Environmental Review Review, and any activities related theretoBuyer shall consult with Seller prior to requesting each such Third Party consent. Seller shall have the right to have a representative or representatives accompany Buyer and Buyer’s Environmental Consultant at all times during Buyer’s Environmental Review. With respect to any samples taken in connection with Buyer’s Environmental Review, upon the request of Seller, Buyer shall take split samples, providing one of each such sample, properly labeled and identified, to Seller. The Parties shall execute a “common undertaking” letter regarding the confidentiality for the Environmental Review where appropriate. Buyer hereby agrees to release, defend, indemnify and hold harmless Seller from and against all claims, losses, damages, costs, expenses, causes of action and judgments of any kind or character (INCLUDING THOSE RESULTING FROM SELLER’S SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY) to the extent arising out of or relating to Buyer’s Environmental Review. Buyer hereby covenants and agrees that it will have at least $2,000,000 , but said indemnification shall exclude any claims of general liability insurance to cover its indemnification hereunder prior to the commencement Seller for loss of market value of the Environmental ReviewAssets.

Environmental Review. (a) Buyer shall have the right to conduct or cause a consultant reasonably acceptable to Seller (“Buyer’s Environmental Consultant”) to conduct an environmental review of the Assets and Seller’s records pertaining to the Assets (as set forth in Section 3.01) prior to the expiration of the Examination Period (“Buyer’s Environmental Review”). The cost and expense of BuyerXxxxx’s Environmental Review, if any, shall be borne solely by BuyerXxxxx. The scope of work comprising BuyerXxxxx’s Environmental Review shall be limited to a Phase I review and otherwise as may be agreed by Xxxxx and Seller prior to commencement. The Environmental Review shall not include any intrusive test or procedure without the prior written consent of Seller, which consent will not be unreasonably withheld. Buyer shall (shall, and shall cause Buyer’s Environmental Consultant to): , (i) consult with Seller before conducting any work comprising BuyerXxxxx’s Environmental Review, (ii) perform all such work in a safe and workmanlike manner and so as to not unreasonably interfere with Seller’s operations and (iii) comply with all applicable laws, rules, and regulationsLaw. Seller Buyer shall use commercially reasonable efforts to obtain be solely responsible for obtaining any consents from a Third Party consents and otherwise cooperate with Buyer in conducting that are required to perform any work comprising Buyer’s Environmental Review Review, and any activities related theretoBuyer shall consult with Seller prior to requesting each such consent. Seller shall have the right to have a representative or representatives accompany Buyer Xxxxx and BuyerXxxxx’s Environmental Consultant at all times during BuyerXxxxx’s Environmental Review. With respect to any samples taken in connection with BuyerXxxxx’s Environmental Review, Buyer shall take split samples, providing one of each such sample, properly labeled and identified, to SellerSeller without charge. The Parties Xxxxx releases, and shall execute a “common undertaking” letter regarding the confidentiality for the Environmental Review where appropriate. Buyer hereby agrees to release, defend, indemnify and hold harmless harmless, Seller Indemnitees from and against all claims, losses, damages, costs, expenses, causes of action and judgments of any kind or character (INCLUDING THOSE RESULTING FROM SELLER’S SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY, BUT SPECIFICALLY EXCLUDING THOSE RESULTING FROM SELLER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) to the extent arising out of Buyeror relating to Xxxxx’s Environmental Review. Buyer hereby covenants and agrees that it will have at least $2,000,000 of general liability insurance to cover its indemnification hereunder prior to the commencement of the Environmental Review.

Environmental Review. As soon as is reasonably possible, and in no event no later than sixty (a60) Buyer days after the date of this Agreement, at the Parent’s expense, Parent shall have obtain Phase I Environmental Site Assessments meeting the right to conduct or cause a consultant current ASTM standard and the United States Environmental Protection Agency’s “All Appropriate Inquiry” standard (“Buyer’s Environmental ConsultantPhase I Reports”) to conduct an environmental review for each parcel of real property listed on Schedule 6.15 (“Material Real Property”) that is owned by the Selling Companies and shall cause copies of the Assets and Sellersame to be delivered to STS. At Parent’s records pertaining expense, Parent may, in addition to the Assets (as set forth in Section 3.01) prior Phase I Reports, promptly and diligently conduct any other environmental assessments, including but not limited to the expiration soil tests, well tests, engineering inspections and environmental site assessments of the Examination Period Material Real Property (the Phase I Reports and any such additional assessments, collectively, the “Buyer’s Environmental Review”); provided, however, that prior to conducting any invasive “Phase II” type sampling of soils and/or groundwater, the relevant parties shall enter into an access agreement negotiated in good faith and containing commercially reasonable terms. The cost Parent shall use reasonably commercial efforts to complete the Environmental Review within one hundred twenty (120) days after the date of this Agreement, but in any event shall complete the Environmental Review as soon as reasonably possible. STS shall provide reasonable access and expense information to Parent and otherwise reasonably cooperate with Parent in the Environmental Review. To the extent Parent conducts any invasive testing on the Material Real Property, it shall promptly repair any and all resulting damage to the Material Real Property unless waived by STS in writing. Parent shall cause copies of Buyer’s all reports prepared for Parent as part of the Environmental Review to be delivered to STS promptly after Parent has received the same. Within twenty (20) days after the conclusion of the Environmental Review, if any, shall Parent will notify STS in writing of any remedial actions that Parent reasonably deems necessary to be borne solely by Buyer. The scope taken as a result of work comprising Buyer’s the Environmental Review (“Environmental Corrections”) in order for the Selling Companies to be brought into compliance with Environmental Law, or to prevent Parent or Newco from incurring material liability or Environmental Costs under Environmental Law. Environmental Corrections shall not include any intrusive test remedial actions the costs of which, in the aggregate, would not reasonably be expected to exceed Seventy-Five Thousand Dollars ($75,000). STS will have twenty (20) days after receipt of Parent’s notice of Environmental Corrections to notify Parent in writing that it is declining to complete the Environmental Corrections, in which case Parent may, at its sole discretion, either terminate this Agreement by written notice given to STS within ten (10) days after receipt of notice that STS has declined to complete the Environmental Corrections, or procedure without waive the prior written consent Environmental Corrections and proceed to Close pursuant to Section 1.4 of Sellerthis Agreement. Buyer shall If STS does not notify Parent that it is declining to complete the Environmental Corrections as provided in the preceding sentence, then STS will have sixty (60) days after receipt of Parent’s notice of Environmental Corrections to complete or make arrangements for the completion, including the payment, of any Environmental Corrections. If the Environmental Corrections are not completed, or satisfactory arrangements for the completion of such Environmental Corrections are not agreed upon to the Parent’s reasonable satisfaction within sixty (60) days of receipt of Parent’s notice of the Environmental Corrections, Parent may, at its sole discretion (1) subject to Section 9.1(g) with respect to remediation and shall cause Buyerother response actions related to Releases of Hazardous Materials, undertake to complete the Environmental Corrections either before or after Closing with the reasonable cost thereof being reimbursed to Parent or escrowed by the Selling Companies at Closing; (2) waive the Environmental Corrections and proceed to Close pursuant to Section 1.4 of this Agreement; or (3) postpone Closing until such Environmental Corrections have been completed; provided, however, that if STS has not completed any Environmental Correction within ninety (90) days of receipt of Parent’s notice of the Environmental Consultant to): (i) consult with Seller before conducting any work comprising Buyer’s Environmental Review, (ii) perform all such work in a safe and workmanlike manner and so as to not unreasonably interfere with Seller’s operations and (iii) comply with all applicable laws, rules, and regulations. Seller shall use Corrections despite its commercially reasonable efforts to obtain any Third Party consents do so, and otherwise cooperate with Buyer provided further that STS has promptly initiated efforts and thereafter has diligently attempted to complete such Environmental Correction, Parent may not exercise the remedy in conducting Buyer’s clause (1) of this paragraph and the Closing shall be postponed until the Environmental Review and any activities related theretoCorrection has been completed but no later than the Termination Date. Seller shall have the right to have a representative or representatives accompany Buyer and Buyer’s Environmental Consultant at all times during Buyer’s Environmental Review. With respect to any samples taken in connection with Buyer’s Environmental Review, Buyer shall take split samples, providing one of each such sample, properly labeled and identified, to Seller. The Parties shall execute a “common undertaking” letter regarding the confidentiality for Neither the Environmental Review where appropriate. Buyer hereby agrees to release, defend, indemnify and hold harmless Seller from and against all claims, losses, damages, costs, expenses, causes of action and judgments nor a waiver of any kind or character (INCLUDING THOSE RESULTING FROM SELLER’S SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY) all Environmental Corrections by Parent pursuant to this Section shall limit Parent’s right to indemnification pursuant to Article IX of this Agreement. The Selling Companies will cooperate with Parent to allow Parent to complete the actions contemplated under this Section 6.15 and will allow Parent and its representatives access to the extent arising out of Buyer’s Environmental Review. Buyer hereby covenants and agrees that it will have at least $2,000,000 of general liability insurance Material Real Property in order to cover its indemnification hereunder prior to the commencement of complete the Environmental ReviewReviews and to consider possible Environmental Corrections.

Environmental Review. (a) Buyer shall have the right to conduct or cause a consultant (“Buyer’s Environmental Consultant”) to conduct an environmental review of the Assets and Seller’s records pertaining to the Assets (as set forth in Section 3.01) prior to the expiration of during the Examination Period (“Buyer’s Environmental Review”). The cost and expense of Buyer’s Environmental Review, if any, shall be borne solely by Buyer. The scope of work comprising Buyer’s Environmental Review shall not include any intrusive invasive test or procedure without unless Buyer, in its reasonable discretion based on the findings of Buyer’s Environmental Review, determines that an invasive test or procedure is needed with respect to an Asset and Seller consents to such invasive test or procedure. In the event that Buyer requests an invasive test or procedure pursuant to the forgoing sentence and Buyer does not obtain the prior written consent of SellerSeller to such invasive test or procedure, Buyer may, in its sole discretion, exclude the affected Asset from the sale, in which case the affected Asset shall be excluded from the Asset to be conveyed to Buyer at Closing, the Purchase Price shall be reduced by the Allocated Value of said Asset as set forth on Exhibit C, and the affected Asset shall constitute an Excluded Asset and be deemed deleted from the Exhibits and Schedules hereto. Buyer shall (and shall cause Buyer’s Environmental Consultant to): (i) consult with notify Seller before two (2) business days prior to conducting any work comprising Buyer’s Environmental ReviewReview that requires access to the Assets, (ii) perform all such any work physically on the Assets in a safe and workmanlike manner consistent with the standard of care normally exercised in the course of such work and so as to not unreasonably interfere with Seller’s operations operations, and (iii) comply in all material respects with all applicable lawsLaws, rules, and regulations. Seller shall use commercially reasonable efforts to obtain assist Buyer with obtaining any Third Party consents and otherwise cooperate with Buyer that are required in conducting Buyer’s Environmental Review and order to perform any activities related thereto. Seller shall have the right to have a representative or representatives accompany Buyer and Buyer’s Environmental Consultant at all times during Buyer’s Environmental Review. With respect to any samples taken in connection with work comprising Buyer’s Environmental Review, and Buyer shall take split samples, providing one of consult with Seller prior to requesting each such sample, properly labeled and identified, to SellerThird Party consent. The Parties shall execute a “common undertaking” letter regarding To the confidentiality for the Environmental Review where appropriate. Buyer hereby agrees to release, defend, indemnify and hold harmless Seller from and against all claims, losses, damages, costs, expenses, causes of action and judgments of any kind or character (INCLUDING THOSE RESULTING FROM SELLER’S SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY) to the extent arising out of Buyer’s Environmental Review. Buyer hereby covenants and agrees that it will have at least $2,000,000 of general liability insurance to cover its indemnification hereunder prior to the commencement of the Environmental Review.extent

Environmental Review. (a) Buyer shall have the right to conduct or cause a consultant reasonably acceptable to Seller (“Buyer’s Environmental Consultant”) to conduct an environmental review of the Assets and Seller’s records pertaining to the Assets (as set forth in Section 3.01) prior to the expiration of the Examination Period (“Buyer’s Environmental Review”). The cost and expense of Buyer’s Environmental Review, if any, shall be borne solely by Buyer. The scope of work comprising Buyer’s Environmental Review shall be limited to a Phase I review and otherwise as may be agreed by Buyer and Seller prior to commencement. The Environmental Review shall not include any intrusive test test, sampling, boring, or procedure without the prior written consent of Seller. Buyer shall (shall, and shall cause Buyer’s Environmental Consultant to): , (i) consult with Seller before conducting any work comprising Buyer’s Environmental Review, (ii) perform all such work in a safe and workmanlike manner and so as to not unreasonably interfere with Seller’s operations the operation of the Assets and (iii) comply with all applicable lawsLaws. Buyer shall be solely responsible for obtaining any consents from a Third Party that are required to perform any work comprising Buyer’s Environmental Review, rules, provided that Buyer shall consult with Seller prior to requesting each such consent and regulations. Seller shall use commercially reasonable efforts to obtain any Third Party consents and otherwise cooperate with Buyer in conducting Buyer’s Environmental Review and any activities related theretosecuring such consent. Seller shall have the right to have a representative or representatives accompany Buyer and Buyer’s Environmental Consultant at all times during Buyer’s Environmental Review. With respect to any samples taken in connection with Buyer’s Environmental Review, Buyer shall take split samples, providing one of each such sample, properly labeled and identified, to Seller. The Parties shall execute a “common undertaking” letter regarding the confidentiality for the Environmental Review where appropriateSeller without charge. Buyer hereby agrees to releasereleases, and shall defend, indemnify and hold harmless harmless, Seller Indemnitees from and against all claims, losses, damages, costs, expenses, causes of action and judgments of any kind or character Losses (INCLUDING THOSE RESULTING FROM SELLER’S SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY, BUT SPECIFICALLY EXCLUDING THOSE RESULTING FROM SELLER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) to the extent arising out of of, related to, or caused by Buyer’s Environmental Review. Buyer hereby covenants and agrees that it will have at least $2,000,000 of general liability insurance to cover its indemnification hereunder prior to the commencement of the Environmental Review.

Environmental Review. (a) Buyer Purchaser shall have the right to conduct or cause a consultant (“BuyerPurchaser’s Environmental Consultant”) to conduct an environmental review of the Assets and Seller’s records pertaining to the Assets (as set forth in Section 3.01) prior to the expiration of the Examination Period Closing (“BuyerPurchaser’s Environmental Review”). The cost and expense of BuyerPurchaser’s Environmental Review, if any, shall be borne solely by BuyerPurchaser. The scope of work comprising Buyer’s Environmental Review shall not include any intrusive test or procedure without the prior written consent of Seller. Buyer Purchaser shall (and shall cause BuyerPurchaser’s Environmental Consultant to): (i) consult with Seller before conducting any work comprising BuyerPurchaser’s Environmental Review, (ii) perform all such work in a safe and workmanlike manner and so as to not unreasonably interfere with Seller’s operations operations, and (iii) comply with all applicable laws, rules, and regulations. Seller Purchaser shall use commercially reasonable efforts to obtain be solely responsible for obtaining any Third Party consents and otherwise cooperate with Buyer that are required in conducting Buyerorder to perform any work comprising Purchaser’s Environmental Review Review, and any activities related theretoPurchaser shall consult with Seller prior to requesting each such Third Party consent. Seller shall have the right to have a representative or representatives accompany Buyer Purchaser and BuyerPurchaser’s Environmental Consultant at all times during BuyerPurchaser’s Environmental Review. With respect to any samples taken in connection with BuyerPurchaser’s Environmental Review, Buyer Purchaser shall take split samples, providing one of each such sample, properly labeled and identified, to Seller. The Parties shall execute a “common undertaking” letter regarding the confidentiality for the Environmental Review where appropriate. Buyer Purchaser hereby agrees to release, defend, indemnify and hold harmless Seller from and against all claims, losses, damages, costs, expenses, causes of action and judgments of any kind or character (INCLUDING THOSE RESULTING FROM SELLER’S SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY) to the extent arising out of Buyeror relating to Purchaser’s Environmental Review. Buyer hereby covenants and agrees that it will have at least $2,000,000 of general liability insurance to cover its indemnification hereunder prior to the commencement of the Environmental Review.

Environmental Review. (a) 5.3.1 Buyer shall have the right to conduct or cause a consultant (“Buyer’s Environmental Consultant”) to conduct an environmental review of the Assets and Seller’s records pertaining to the Assets (as set forth in Section 3.01) Interests prior to the expiration of the Examination Period Defect Date (“Buyer’s Environmental Review”). The cost and expense of Buyer’s Environmental Review, if any, shall be borne solely by Buyer. The scope of work comprising Buyer’s Environmental Review shall be limited to a Phase I investigation and shall not include any intrusive test or procedure without the prior written consent of Sellerprocedure. Buyer shall (and shall cause Buyer’s Environmental Consultant to): (i) consult with Seller Sellers before conducting any work comprising Buyer’s Environmental Review, (ii) perform all such work in a safe and workmanlike manner and so as to not unreasonably interfere with Seller’s operations Sellers’ operations, and (iii) comply with all applicable laws, rules, and regulations. Seller Buyer shall use commercially reasonable efforts be solely responsible for obtaining any third party consents that are required in order to obtain perform any Third Party consents and otherwise cooperate with Buyer in conducting work comprising Buyer’s Environmental Review Review, and any activities related theretoBuyer shall consult with Sellers prior to requesting each such third party consent. Seller Sellers shall have the right to have a representative or representatives accompany Buyer and Buyer’s Environmental Consultant at all times during Buyer’s Environmental Review. With respect to any samples taken in connection with Buyer’s Environmental Review, Buyer shall take split samples, providing one of each such sample, properly labeled and identified, to Seller. The Parties shall execute a “common undertaking” letter regarding the confidentiality for the Environmental Review where appropriateSellers. Buyer hereby agrees to release, defend, indemnify and hold harmless Sellers and the Seller Indemnified Parties from and against all claims, losses, damages, costs, expenses, causes of action and judgments of any kind or character (INCLUDING THOSE RESULTING FROM SELLER’S SELLERS’ SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITYLIABILITY BUT EXCLUDING HOWEVER SELLERS’ GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) to the extent arising out of or relating to Buyer’s Environmental Review. Unless otherwise required by applicable law, Buyer hereby covenants shall (and agrees that it will have at least $2,000,000 of general liability insurance shall cause Buyer’s Environmental Consultant to) treat confidentially any matters revealed by Buyer’s Environmental Review and any reports or data generated from such review (the “Environmental Information”), and Buyer shall not (and shall cause Buyer’s Environmental Consultant to cover its indemnification hereunder not) disclose any Environmental Information to any Governmental Authority or other third party. Unless otherwise required by law, prior to the commencement Closing Buyer may use the Environmental Information only in connection with the transactions contemplated by this Agreement. If Buyer, Buyer’s Environmental Consultant, or any third party to whom Buyer has provided any Environmental Information become legally compelled to disclose any of the Environmental Review.Information, Buyer shall provide Sellers with prompt notice sufficiently prior to any such disclosure so as to allow Sellers to file any protective order, or seek any other remedy, as it deems appropriate under the circumstances. If this Agreement is terminated prior to the Closing, Buyer shall deliver the Environmental Information to Sellers, which Environmental Information shall become the sole property of Sellers. Buyer shall provide copies of the Environmental Information to Sellers without charge

Environmental Review. (a) Buyer shall have the right to conduct or cause a consultant (“Buyer’s Environmental Consultant”) to conduct an environmental review of the Assets and Seller’s records pertaining to the Assets (as set forth in Section 3.01) prior to the expiration of the Examination Period (“Buyer’s Environmental Review”). The cost and expense of Buyer’s Environmental Review, if any, shall be borne solely by Buyer. The scope of work comprising Buyer’s Environmental Review shall not include any intrusive test or procedure without the prior written consent of Seller. Buyer shall (and shall cause Buyer’s Environmental Consultant to): (i) consult with Seller Sellers before conducting any work comprising Buyer’s Environmental Review, (ii) perform all such work in a safe and workmanlike manner and so as to not unreasonably interfere with SellerSellers’s operations operations, and (iii) comply with all applicable laws, rules, and regulations. Seller Buyer shall use commercially reasonable efforts to obtain be solely responsible for obtaining any Third Party consents and otherwise cooperate with Buyer that are required in conducting order to perform any work comprising Buyer’s Environmental Review Review, and any activities related theretoBuyer shall consult with Sellers prior to requesting each such Third Party consent. Seller Sellers shall have the right to have a representative or representatives accompany Buyer and Buyer’s Environmental Consultant at all times during Buyer’s Environmental Review. With respect to any samples taken in connection with Buyer’s Environmental Review, Buyer shall take split samples, providing one of each such sample, properly labeled and identified, to Seller. The Parties shall execute a “common undertaking” letter regarding the confidentiality for the Environmental Review where appropriateSellers. Buyer hereby agrees to release, defend, indemnify and hold harmless Seller Sellers from and against all claims, losses, damages, costs, expenses, causes of action and judgments of any kind or character (INCLUDING THOSE RESULTING FROM SELLER’S SELLERS’ SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY) to the extent arising out of or relating to Buyer’s Environmental Review. Buyer hereby covenants and agrees that it will have at least $2,000,000 of general liability insurance to cover its indemnification hereunder prior to the commencement of the Environmental Review.

Environmental Review. (a) Buyer shall have the right to conduct or cause a consultant reasonably acceptable to Seller (“Buyer’s Environmental Consultant”) to conduct an environmental review of the Assets and Seller’s records pertaining to the Assets (as set forth in Section 3.01) prior to the expiration of the Examination Period (“Buyer’s Environmental Review”). The cost and expense of Buyer’s Environmental Review, if any, shall be borne solely by Buyer. The scope of work comprising Buyer’s Environmental Review shall be limited to a Phase I review and otherwise as may be agreed by Buyer and Seller prior to commencement. The Environmental Review shall not include any intrusive test test, sampling, boring, or procedure without the prior written consent of Seller. Buyer shall (shall, and shall cause Buyer’s Environmental Consultant to): , (i) consult with Seller before conducting any work comprising Buyer’s Environmental Review, (ii) perform all such work in a safe and workmanlike manner and so as to not unreasonably interfere with Seller’s operations the operation of the Assets and (iii) comply with all applicable laws, rules, and regulationsLaws. Seller Buyer shall use commercially reasonable efforts to obtain be solely responsible for obtaining any consents from a Third Party consents and otherwise cooperate with Buyer in conducting that are required to perform any work comprising Buyer’s Environmental Review Review, and any activities related theretoBuyer shall consult with Seller prior to requesting each such consent. Seller shall have the right to have a representative or representatives accompany Buyer and Buyer’s Environmental Consultant at all times during Buyer’s Environmental Review. With respect to any samples taken in connection with Buyer’s Environmental Review, Buyer shall take split samples, providing one of each such sample, properly labeled and identified, to Seller. The Parties shall execute a “common undertaking” letter regarding the confidentiality for the Environmental Review where appropriateSeller without charge. Buyer hereby agrees to releasereleases, and shall defend, indemnify and hold harmless harmless, Seller Indemnitees from and against all claims, losses, damages, costs, expenses, causes of action and judgments of any kind or character Losses (INCLUDING THOSE RESULTING FROM SELLER’S SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY, BUT SPECIFICALLY EXCLUDING THOSE RESULTING FROM SELLER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) to the extent arising out of of, related to, or caused by Buyer’s Environmental Review. If Buyer hereby covenants desires to conduct a Phase II review and agrees Seller does not provide its consent, Buyer shall have the right to exclude only the affected Asset from the terms of this Agreement; provided however, that in the event it will is impractical to exclude the affected Asset and Seller does not provide its consent for a Phase II review, then each of Buyer and Seller shall have at least $2,000,000 the right to terminate this Agreement. In no event shall the Examination Period be extended for purposes of general liability insurance to cover its indemnification hereunder prior to the commencement of the Environmental Reviewaccommodating a Phase II review by Seller.