Common use of Remediation Clause in Contracts

Remediation. If any investigation, site monitoring, containment, remediation, removal, restoration or other remedial work of any kind or nature (the “Remedial Work”) is reasonably desirable (in the case of an operation and maintenance program or similar monitoring or preventative programs) or necessary, both as determined by an independent environmental consultant selected by Mortgagee under any applicable federal, state or local law, regulation or ordinance, or under any judicial or administrative order or judgment, or by any governmental person, board, commission or agency, because of or in connection with the current or future presence, suspected presence, Release or suspected Release of a Hazardous Substance into the air, soil, groundwater, or surface water at, on, about, under or within the Premises or any portion thereof, Mortgagor shall within thirty (30) days after written demand by Mortgagee for the performance (or within such shorter time as may be required under applicable law, regulation, ordinance, order or agreement), commence and thereafter diligently prosecute to completion all such Remedial Work to the extent required by law. All Remedial Work shall be performed by contractors approved in advance by Mortgagee and under the supervision of a consulting engineer approved in advance by Mortgagee (which approval in each case shall not be unreasonably withheld or delayed). All costs and expenses of such Remedial Work (including without limitation the reasonable fees and expenses of Mortgagee’s counsel) incurred in connection with monitoring or review of the Remedial Work shall be paid by Mortgagor to Mortgagee within fifteen (15) days following Mortgagor’s written demand therefor. If Mortgagor shall fail or neglect to timely commence or cause to be commenced, or shall fail to diligently prosecute to completion, such Remedial Work, Mortgagee may (but shall not be required to) cause such Remedial Work to be performed; and all costs and expenses thereof, or incurred in connection therewith (including, without limitation, the reasonable fees and expenses of Mortgagee’s counsel), shall be paid by Mortgagor to Mortgagee upon demand and shall be a part of the indebtedness secured hereby. There is no time limit on Mortgagor’s covenants hereunder, and Mortgagor hereby waives all present and future statutes of limitations as a defense to any action to enforce the provisions of Section 2.9 of this Security Instrument.

Remediation. i. If any investigationHazardous Materials are released or found on, site monitoring, containment, remediation, removal, restoration or other remedial work of any kind or nature (the “Remedial Work”) is reasonably desirable (in the case of an operation and maintenance program or similar monitoring or preventative programs) or necessary, both as determined by an independent environmental consultant selected by Mortgagee under any applicable federal, state or local law, regulation or ordinanceunder, or under any judicial about the Premises arising out of Licensee's or administrative order or judgmentLicensee's Parties' activities, or by any governmental personfailure to act where Licensee had a duty to act, board, commission or agency, because of or in connection with the current Premises, Licensee must promptly take all actions, at Licensee's sole expense, necessary to investigate and remediate the release or future presencepresence of Hazardous Materials on, suspected presenceunder, Release or about the Premises in accordance with Environmental Laws and the requirements of all Agencies. However, unless an emergency situation exists that requires immediate action, Licensor's written approval of these actions will first be obtained, and the approval will not be unreasonably withheld. Licensor's right of prior approval of these actions includes, but is not limited to, the selection of any environmental consultant to perform work on or related to the Premises, the scope of work, and sampling activities to be performed by the consultant before the report is final. Licensee will provide Licensor with at least three (3) business days' advance notice of any sampling, and upon request of Licensor, will split samples with Licensor. Licensee will also promptly provide Licensor with the results of any test, investigation, or inquiry conducted by or on behalf of Licensee or Licensee's Parties in connection with the presence or suspected Release presence of a Hazardous Substance into the airMaterials on, soil, groundwater, or surface water at, onunder, about, under or within from the Premises. Licensee must notify Licensor in advance and give Licensor the right to participate in any oral or written communications with regulatory agencies concerning environmental conditions on or arising from the Premises. Licensor has the right, but not the obligation, to assume control of any required remediation on the Premises at Licensee's expense if Licensee fails to notify Licensor and obtain Licensor's approvals as required under this Section 18(h). Within thirty (30) days after Licensee's completion of any remediation of the Premises, Licensee must deliver to Licensor a letter from the applicable Agency stating that the remediation was undertaken in accordance with all applicable Environmental Laws and that any residual contamination remaining after the remediation does not pose a threat to human health or the environment. ii. If Licensee or Licensee's Parties have caused or permitted a release of Hazardous Materials that results in or threatens to result in Hazardous Materials becoming present on, under, or about the Premises, threatens public health or safety or the environment, or is in noncompliance with any portion thereofapplicable Environmental Laws or requirements of Section 186, Mortgagor shall Licensor may demand that Licensee promptly take action in accordance with Section 186(hH)(i). If Licensee does not respond within thirty (30) days after written demand by Mortgagee for the performance (or within such shorter time unless there is an emergency, in which case Licensee must respond as may be required under applicable lawsoon as practicable, regulation, ordinance, order or agreementbut not less than three (3) days), commence Licensor has the right, but not the obligation, to enter onto the Premises and thereafter diligently prosecute take all actions reasonably necessary to completion all such Remedial Work to investigate and fully remediate the extent required by law. All Remedial Work shall release of noncompliance at Licensee's sole expense, which sums will be performed by contractors approved in advance by Mortgagee immediately due and payable upon receipt of an invoice and will constitute additional rent under the supervision of a consulting engineer approved in advance by Mortgagee (which approval in each case shall not be unreasonably withheld or delayed). All costs and expenses of such Remedial Work (including without limitation the reasonable fees and expenses of Mortgagee’s counsel) incurred in connection with monitoring or review of the Remedial Work shall be paid by Mortgagor to Mortgagee within fifteen (15) days following Mortgagor’s written demand therefor. If Mortgagor shall fail or neglect to timely commence or cause to be commenced, or shall fail to diligently prosecute to completion, such Remedial Work, Mortgagee may (but shall not be required to) cause such Remedial Work to be performed; and all costs and expenses thereof, or incurred in connection therewith (including, without limitation, the reasonable fees and expenses of Mortgagee’s counsel), shall be paid by Mortgagor to Mortgagee upon demand and shall be a part of the indebtedness secured hereby. There is no time limit on Mortgagor’s covenants hereunder, and Mortgagor hereby waives all present and future statutes of limitations as a defense to any action to enforce the provisions of Section 2.9 of this Security InstrumentAgreement.

Remediation. If at any investigationtime during the Term any contamination of the Premises or the Property by Hazardous Materials shall occur where such contamination is caused by the act or omission of Tenant or Tenant’s Representatives (“Tenant’s Contamination”), site monitoringthen Tenant, containmentat Tenant’s sole cost and expense, remediationshall promptly and diligently remove such Hazardous Materials from the Premises, removalthe Property or the groundwater underlying the Premises or the Property to the extent required to comply with applicable Hazardous Materials Laws to restore the Premises or the Property to the same or better condition which existed before the Tenant’s Contamination. Tenant shall not take any required remedial action in response to any Tenant’s Contamination in or about the Premises or the Property, restoration or enter into any settlement agreement, consent, decree or other remedial work compromise in respect to any claims relating to any Tenant’s Contamination without first obtaining the prior written consent of Landlord, which may be subject to conditions imposed by Landlord as determined in Landlord’s sole discretion, provided, however, Landlord’s prior written consent shall not be necessary in the event that the presence of Hazardous Materials on, under or about the Premises or the Property (i) poses an immediate threat to the health, safety or welfare of any kind individual or nature (the “Remedial Work”ii) is reasonably desirable (of such a nature that an immediate remedial response is necessary and it is not possible to obtain Landlord’s consent before taking such action. Tenant and Landlord shall jointly prepare a remediation plan in compliance with all Hazardous Materials Laws and the case provisions of an operation this Lease. In addition to all other rights and maintenance program remedies of the Landlord hereunder, if Tenant does not promptly and diligently take all steps to prepare and obtain all necessary approvals of a remediation plan for any Tenant’s Contamination, and thereafter commence the required remediation of any Hazardous Materials released or similar monitoring or preventative programs) or necessary, both as determined by an independent environmental consultant selected by Mortgagee under any applicable federal, state or local law, regulation or ordinance, or under any judicial or administrative order or judgment, or by any governmental person, board, commission or agency, because of or discharged in connection with the current or future presence, suspected presence, Release or suspected Release of a Hazardous Substance into the air, soil, groundwater, or surface water at, on, about, under or within the Premises or any portion thereof, Mortgagor shall Tenant’s Contamination within thirty (30) days after written demand by Mortgagee for the performance (or within such shorter time as may be required under applicable law, regulation, ordinance, order or agreement), commence all necessary approvals and consents have been obtained and thereafter diligently continue to prosecute such remediation to completion all in accordance with an approved remediation plan, then Landlord, at its sole discretion, shall have the right, but not the obligation, to cause such Remedial Work remediation to the extent required by law. All Remedial Work be accomplished, and Tenant shall be performed by contractors approved in advance by Mortgagee and under the supervision of a consulting engineer approved in advance by Mortgagee (which approval in each case shall not be unreasonably withheld or delayed). All costs and expenses of such Remedial Work (including without limitation the reasonable fees and expenses of Mortgagee’s counsel) incurred in connection with monitoring or review of the Remedial Work shall be paid by Mortgagor to Mortgagee reimburse Landlord within fifteen (15) business days following Mortgagorof Landlord’s written demand therefor. If Mortgagor shall fail or neglect to timely commence or cause to be commenced, or shall fail to diligently prosecute to completion, for reimbursement of all amounts reasonably paid by Landlord (together with interest on such Remedial Work, Mortgagee may (but shall not be required to) cause such Remedial Work to be performed; and all costs and expenses thereof, or incurred in connection therewith (including, without limitation, amounts at the reasonable fees and expenses of Mortgagee’s counselhighest lawful rate until paid), when such demand is accompanied by reasonable proof of payment by Landlord of the amounts demanded. Tenant shall be paid by Mortgagor promptly deliver to Mortgagee upon demand Landlord, legible copies of hazardous waste manifests reflecting the legal and shall be a proper disposal of all Hazardous Materials removed from the Premises or the Property as part of the indebtedness secured hereby. There is no time limit on MortgagorTenant’s covenants hereunder, and Mortgagor hereby waives all present and future statutes remediation of limitations as a defense to any action to enforce the provisions of Section 2.9 of this Security InstrumentTenant’s Contamination.

Remediation. If at any investigationtime during the Term of this Ground Lease, site monitoringany contamination of the Ground Leased Premises by Hazardous Materials shall occur where such contamination is caused by the act or omission of Tenant or Tenant’s Representatives (“Tenant Contamination”), containmentthen Tenant, remediationat its sole cost and expense, removalshall promptly and diligently remove such Hazardous Materials from the Ground Leased Premises, restoration or the groundwater underlying the Ground Leased Premises, to the extent reasonably possible in accordance with the requirements of the applicable Hazardous Materials Laws and industry standards then prevailing in the Hazardous Materials management and remediation industry in North Carolina. However, Tenant shall not take any required remedial action in response to any Tenant Contamination in, on or about the Ground Leased Premises or enter into any settlement agreement, consent, decree or other remedial work compromise in respect to any claims relating to any Tenant Contamination without first notifying Landlord of Tenant’s intention to do so and affording Landlord the opportunity to appear, intervene or otherwise appropriately assert and protect Landlord’s interest with respect thereto. Tenant shall present its plan to remediate the Tenant Contamination to Landlord for its approval, which approval shall not be unreasonably withheld. In addition to all other rights and remedies of the Landlord hereunder, if Tenant does not promptly and diligently take all steps to prepare and obtain all necessary approvals of a remediation plan for any Tenant Contamination, and thereafter commence the required remediation of any kind Hazardous Materials released or nature (the “Remedial Work”) is reasonably desirable (in the case of an operation and maintenance program or similar monitoring or preventative programs) or necessary, both as determined by an independent environmental consultant selected by Mortgagee under any applicable federal, state or local law, regulation or ordinance, or under any judicial or administrative order or judgment, or by any governmental person, board, commission or agency, because of or discharged in connection with the current or future presence, suspected presence, Release or suspected Release of a Hazardous Substance into the air, soil, groundwater, or surface water at, on, about, under or within the Premises or any portion thereof, Mortgagor shall Tenant Contamination within thirty (30) days after written demand by Mortgagee for the performance (or within such shorter time as may be required under applicable law, regulation, ordinance, order or agreement), commence Landlord has reasonably approved Tenant’s remediation plan and all necessary approvals and consents have been obtained and thereafter diligently continue to prosecute said remediation to completion all such Remedial Work in accordance with the approved remediation plan, then Landlord at its sole discretion, shall have the right, but not the obligation, to the extent required by law. All Remedial Work cause said remediation to be accomplished, and Tenant shall be performed by contractors approved in advance by Mortgagee and under the supervision of a consulting engineer approved in advance by Mortgagee (which approval in each case shall not be unreasonably withheld or delayed). All costs and expenses of such Remedial Work (including without limitation the reasonable fees and expenses of Mortgagee’s counsel) incurred in connection with monitoring or review of the Remedial Work shall be paid by Mortgagor to Mortgagee reimburse Landlord within fifteen (15) business days following Mortgagorof Landlord’s written demand therefor. If Mortgagor shall fail or neglect to timely commence or cause to be commenced, or shall fail to diligently prosecute to completion, such Remedial Work, Mortgagee may for reimbursement of all amounts reasonably paid by Landlord (but shall not be required to) cause such Remedial Work to be performed; and all costs and expenses thereof, or incurred in connection therewith (including, without limitation, together with interest from the reasonable fees and expenses date of Mortgagee’s counselexpenditure on said amounts at the highest lawful rate until paid), when said demand is accompanied by proof of payment by Landlord of the amounts demanded. Tenant shall be paid by Mortgagor promptly deliver to Mortgagee upon demand Landlord copies of hazardous waste manifests reflecting the legal and shall be a proper disposal of all Hazardous Materials removed from the Ground Leased Premises as part of Tenant’s remediation of any Tenant Contamination. In the indebtedness secured hereby. There is no time limit on Mortgagor’s covenants hereundercase of any Tenant Contamination, and Mortgagor hereby waives all present and future statutes Landlord shall have the right to enter the Ground Leased Premises for purposes of limitations as inspecting same accompanied by a defense to any action to enforce the provisions representative of Section 2.9 of this Security InstrumentTenant.

Remediation. If Except to the extent caused by any investigationintentional or grossly negligent act of Lessor or Lessor’s agents or Affiliates, site monitoringor after the Term, containment, remediation, removal, restoration or other remedial work if Lessee becomes aware of a material violation of any kind or nature (the “Remedial Work”) is reasonably desirable (in the case of an operation and maintenance program or similar monitoring or preventative programs) or necessary, both as determined by an independent environmental consultant selected by Mortgagee under Legal Requirement relating to any applicable federal, state or local law, regulation or ordinance, or under any judicial or administrative order or judgment, or by any governmental person, board, commission or agency, because of or in connection with the current or future presence, suspected presence, Release or suspected Release of a Hazardous Substance into or the air, soil, groundwater, presence of any Hazardous Substances that pose a risk to human health or surface water atthe environment in, on, about, under or within about the Premises Leased Property or any Capital Additions, or if Lessee, Lessor or the Leased Property (or any portion thereof) or any Capital Additions becomes subject to any material order of any Governmental Authority pursuant to Environmental Law or other Legal Requirement to repair, Mortgagor shall within thirty (30) days after written demand by Mortgagee for close, detoxify, decontaminate or otherwise remediate the performance Leased Property (or within such shorter time as may be required under applicable lawany portion thereof) and any Capital Additions, regulation, ordinance, order or agreement), commence and thereafter diligently prosecute to completion all such Remedial Work to the extent required by law. All Remedial Work Lessee shall be performed by contractors approved in advance by Mortgagee and under the supervision of a consulting engineer approved in advance by Mortgagee (which approval in each case shall not be unreasonably withheld or delayed). All costs and expenses of such Remedial Work (including without limitation the reasonable fees and expenses of Mortgagee’s counsel) incurred in connection with monitoring or review of the Remedial Work shall be paid by Mortgagor to Mortgagee notify Lessor within fifteen (15) days following Mortgagor’s written demand thereforof such event and, at its sole cost and expense, cure such violation or effect such repair, closure, detoxification, decontamination or other remediation to the extent required by any Environmental Law or as reasonably necessary to respond to a threat to human health or a risk of property damage related thereto. Upon the Lessee becoming aware of any material Mold or Mold Conditions in or about the Leased Property (or any portion thereof) or any Capital Additions, Lessee shall also reasonably promptly notify Lessor of such event and, at its sole cost and expense, hire a trained and experienced Mold remediation contractor(s) to clean-up and remove from the Leased Property and any Capital Additions all Mold or Mold Conditions in strict compliance with all Mold Remediation Requirements. If Mortgagor Lessee fails to implement and diligently pursue any such cure, repair, closure, detoxification, decontamination or other remediation, Lessor shall fail or neglect have the right, but not the obligation, to timely commence or cause carry out such action and to be commenced, or shall fail to diligently prosecute to completion, such Remedial Work, Mortgagee may (but shall not be required to) cause such Remedial Work to be performed; and recover from Lessee all of Lessor’s out of pocket costs and expenses thereof, or incurred in connection therewith (including, without limitation, the reasonable fees and expenses of Mortgagee’s counsel), shall be paid by Mortgagor to Mortgagee upon demand and shall be a part of the indebtedness secured hereby. There is no time limit on Mortgagor’s covenants hereunder, and Mortgagor hereby waives all present and future statutes of limitations as a defense to any action to enforce the provisions of Section 2.9 of this Security Instrumenttherewith.

Remediation. i. If any investigationHazardous Materials are released or found on, site monitoring, containment, remediation, removal, restoration or other remedial work of any kind or nature (the “Remedial Work”) is reasonably desirable (in the case of an operation and maintenance program or similar monitoring or preventative programs) or necessary, both as determined by an independent environmental consultant selected by Mortgagee under any applicable federal, state or local law, regulation or ordinanceunder, or under any judicial about the Premises arising out of Licensee's or administrative order or judgmentLicensee's Parties' activities, or by any governmental personfailure to act where Licensee had a duty to act, board, commission or agency, because of or in connection with the current Premises, Licensee must promptly take all actions, at Licensee's sole expense, necessary to investigate and remediate the release or future presencepresence of Hazardous Materials on, suspected presenceunder, Release or about the Premises in accordance with Environmental Laws and the requirements of all Agencies. However, unless an emergency situation exists that requires immediate action, Licensor's written approval of these actions will first be obtained, and the approval will not be unreasonably withheld. Licensor's right of prior approval of these actions includes, but is not limited to, the selection of any environmental consultant to perform work on or related to the Premises, the scope of work, and sampling activities to be performed by the consultant before the report is final. Licensee will provide Licensor with at least three (3) business days' advance notice of any sampling, and upon request of Licensor, will split samples with Licensor. Licensee will also promptly provide Licensor with the results of any test, investigation, or inquiry conducted by or on behalf of Licensee or Licensee's Parties in connection with the presence or suspected Release presence of a Hazardous Substance into the airMaterials on, soil, groundwater, or surface water at, onunder, about, under or within from the Premises. Licensee must notify Licensor in advance and give Licensor the right to participate in any oral or written communications with regulatory agencies concerning environmental conditions on or arising from the Premises. Licensor has the right, but not the obligation, to assume control of any required remediation on the Premises at Licensee's expense if Licensee fails to notify Licensor and obtain Licensor's approvals as required under this agreement Within thirty (30) days after Licensee's completion of any remediation of the Premises, Licensee must deliver to Licensor a letter from the applicable Agency stating that the remediation was undertaken in accordance with all applicable Environmental Laws and that any residual contamination remaining after the remediation does not pose a threat to human health or the environment. ii. If Licensee or Licensee's Parties have caused or permitted a release of Hazardous Materials that results in or threatens to result in Hazardous Materials becoming present on, under, or about the Premises, threatens public health or safety or the environment, or is in noncompliance with any portion thereofapplicable Environmental Laws or requirements of this agreement, Mortgagor shall Licensor may demand that Licensee promptly take action in accordance with this agreement. If Licensee does not respond within thirty (30) days after written demand by Mortgagee for the performance (or within such shorter time unless there is an emergency, in which case Licensee must respond as may be required under applicable lawsoon as practicable, regulation, ordinance, order or agreementbut not less than three (3) days), commence Licensor has the right, but not the obligation, to enter onto the Premises and thereafter diligently prosecute take all actions reasonably necessary to completion all such Remedial Work to investigate and fully remediate the extent required release of noncompliance at Licensee's sole expense, which sums will be immediately due and payable upon receipt of an invoice and will constitute additional rent under this Agreement. Notwithstanding the termination of this Agreement by law. All Remedial Work shall be performed by contractors approved in advance by Mortgagee and under the supervision of a consulting engineer approved in advance by Mortgagee (which approval in each case shall not be unreasonably withheld or delayed). All costs and expenses of such Remedial Work (including without limitation the reasonable fees and expenses of Mortgagee’s counsel) incurred in connection with monitoring or review of the Remedial Work shall be paid by Mortgagor to Mortgagee within fifteen (15) days following Mortgagor’s written demand therefor. If Mortgagor shall fail or neglect to timely commence or cause to be commencedits terms, or shall fail to diligently prosecute to completion, such Remedial Work, Mortgagee may (but shall not be required to) cause such Remedial Work to be performed; and all costs and expenses thereof, or incurred in connection therewith (including, without limitation, the reasonable fees and expenses of Mortgagee’s counsel), shall be paid by Mortgagor to Mortgagee upon demand and shall be a part of the indebtedness secured hereby. There is no time limit on Mortgagor’s covenants hereunder, and Mortgagor hereby waives all present and future statutes of limitations as a defense to any action to enforce the provisions of Section 2.9 6 shall survive the termination of this Security InstrumentAgreement.

Remediation. If at any investigationtime during the Term any contamination of the Premises or the Property by Hazardous Materials shall occur where such contamination is caused by the act or omission of Tenant or Tenant’s Representatives (“Tenant’s Contamination”), site monitoringthen Tenant, containmentat Tenant’s sole cost and expense, remediationshall promptly and diligently remove such Hazardous Materials from the Premises, removalthe Property or the groundwater underlying the Premises or the Property to the extent required to comply with applicable Hazardous Materials Laws to restore the Premises or the Property to the same or better condition which existed before Tenant’s Contamination. Tenant shall not take any required remedial action in response to any Tenant’s Contamination in or about the Premises or the Property, restoration or enter into any settlement agreement, consent, decree or other remedial work compromise in respect to any claims relating to any Tenant’s Contamination without first obtaining the prior written consent of Landlord, which may be subject to conditions imposed by Landlord as determined in Landlord’s sole discretion, provided, however, Landlord’s prior written consent shall not be necessary in the event that the presence of Hazardous Materials on, under or about the Premises or the Property (i) poses an immediate threat to the health, safety or welfare of any kind individual or nature (the “Remedial Work”ii) is reasonably desirable (of such a nature that an immediate remedial response is necessary and it is not possible to obtain Landlord’s consent before taking such action. Tenant and Landlord shall jointly prepare a remediation plan in compliance with all Hazardous Materials Laws and the case provisions of an operation this Lease. In addition to all other rights and maintenance program remedies of the Landlord hereunder, if Tenant does not promptly and diligently take all steps to prepare and obtain all necessary approvals of a remediation plan for any Tenant’s Contamination, and thereafter commence the required remediation of any Hazardous Materials released or similar monitoring or preventative programs) or necessary, both as determined by an independent environmental consultant selected by Mortgagee under any applicable federal, state or local law, regulation or ordinance, or under any judicial or administrative order or judgment, or by any governmental person, board, commission or agency, because of or discharged in connection with the current or future presence, suspected presence, Release or suspected Release of a Hazardous Substance into the air, soil, groundwater, or surface water at, on, about, under or within the Premises or any portion thereof, Mortgagor shall Tenant’s Contamination within thirty (30) days after written demand by Mortgagee for the performance (or within such shorter time as may be required under applicable law, regulation, ordinance, order or agreement), commence all necessary approvals and consents have been obtained and thereafter diligently continue to prosecute such remediation to completion all in accordance with an approved remediation plan, then Landlord, at its sole discretion, shall have the right, but not the obligation, to cause such Remedial Work remediation to the extent required by law. All Remedial Work be accomplished, and Tenant shall be performed by contractors approved in advance by Mortgagee and under the supervision of a consulting engineer approved in advance by Mortgagee (which approval in each case shall not be unreasonably withheld or delayed). All costs and expenses of such Remedial Work (including without limitation the reasonable fees and expenses of Mortgagee’s counsel) incurred in connection with monitoring or review of the Remedial Work shall be paid by Mortgagor to Mortgagee reimburse Landlord within fifteen (15) business days following Mortgagorof Landlord’s written demand therefor. If Mortgagor shall fail or neglect to timely commence or cause to be commenced, or shall fail to diligently prosecute to completion, for reimbursement of all amounts reasonably paid by Landlord (together with interest on such Remedial Work, Mortgagee may (but shall not be required to) cause such Remedial Work to be performed; and all costs and expenses thereof, or incurred in connection therewith (including, without limitation, amounts at the reasonable fees and expenses of Mortgagee’s counselhighest lawful rate until paid), when such demand is accompanied by reasonable proof of payment by Landlord of the amounts demanded. Tenant shall be paid by Mortgagor promptly deliver to Mortgagee upon demand Landlord, legible copies of hazardous waste manifests reflecting the legal and shall be a proper disposal of all Hazardous Materials removed from the Premises or the Property as part of the indebtedness secured hereby. There is no time limit on MortgagorTenant’s covenants hereunder, and Mortgagor hereby waives all present and future statutes remediation of limitations as a defense to any action to enforce the provisions of Section 2.9 of this Security InstrumentTenant’s Contamination.

Remediation. If any investigationAny Remediation Activities conducted by Sunoco relative to Excluded Liabilities related to Environmental Conditions on, site monitoring, containment, remediation, removal, restoration or other remedial work of any kind or nature (the “Remedial Work”) is reasonably desirable (in the case of an operation and maintenance program or similar monitoring or preventative programs) or necessary, both as determined by an independent environmental consultant selected by Mortgagee under any applicable federal, state or local law, regulation or ordinanceunder, or under any judicial or administrative order or judgmentemanating from the Refinery Assets, Refinery Real Property, or by any governmental person, board, commission or agency, because the Refinery Personal Property that arise out of or relate to the Excluded Liabilities shall be conducted as follows: (a) Sunoco agrees to perform all Remediation Activities relative to Environmental Conditions that arise out of or relate to the Excluded Liabilities in material compliance with applicable Environmental Laws employing where applicable risk-based remedial standards including, without limitation, standards based on pathway elimination and Special Industrial Area standards pursuant to applicable Environmental Laws, deed restrictions and institutional controls, except to the extent such risk-based remedial standards, deed restrictions and institutional controls would unreasonably interfere with either (i) NewCo’s operations or (ii) its plans for the Construction and Development of the Refinery Real Property subject in all cases to Sunoco’s obligation to comply with Environmental Laws in connection with such Remediation Activities. Sunoco shall provide NewCo with reasonable advance consultation and notice of the design and implementation of Remedial Activities and, to the extent, in the reasonable judgment of NewCo, such Remediation Activities could reasonably be expected to unreasonably interfere with NewCo’s current or future presence, suspected presence, Release or suspected Release of a Hazardous Substance into the air, soil, groundwater, or surface water at, on, about, under or within the Premises operations or any portion thereofConstruction and Development of the Refinery Real Property, Mortgagor Sunoco shall within thirty (30) days after written demand by Mortgagee for obtain the performance (or within such shorter time as may be required under applicable lawconsent of NewCo, regulation, ordinance, order or agreement), commence and thereafter diligently prosecute not to completion all such Remedial Work to the extent required by law. All Remedial Work shall be performed by contractors approved in advance by Mortgagee and under the supervision of a consulting engineer approved in advance by Mortgagee (which approval in each case shall not be unreasonably withheld or delayed), of its plan for Remediation Activity, prior to commencement of Remediation Activities. All NewCo agrees to provide Sunoco with reasonable access to the Refinery Assets (and relevant NewCo personnel, books and records) for purposes of the completion of such Remediation Activities and to execute those documents as are reasonably necessary to facilitate application of such standards and effectuate such restrictions and controls. (b) Sunoco shall, subject to the limitations herein, have the responsibility and authority to conduct, control and conclude the defense or resolution of any such Remediation Activities and authority to conduct all governmental interactions with regard thereto, including sole responsibility to pay any fees, costs and or expenses of counsel or any other advisors, consultants or third parties engaged in connection therewith to the extent such Remedial Work fees, costs or expenses constitute or relate to or arise out of Excluded Liabilities hereunder; (c) the NewCo Indemnitees shall have the right, but not the obligation, to reasonably participate in any such Remediation Activities including without limitation making comments to documents to be submitted to any Governmental Authority, participating in material meetings, and providing advice to Sunoco regarding procedural, substantive and strategic decisions, which Sunoco shall consider in good faith, taking into consideration the reasonable fees respective interests of the parties and expenses of Mortgagee’s counseltheir mutual interests in maintaining and preserving good relationships and their good standing and reputation with federal and state regulators. (d) incurred NewCo shall permit Sunoco to utilize utilities, including wastewater treatment services and other resources on the Refinery Real Property in connection with monitoring such Remediation Activities and Sunoco agrees to reimburse NewCo for reasonable out-of-pocket costs actually incurred by NewCo of any resources utilized, provided that such reimbursement obligation shall not extend to internal person-power costs of NewCo or review any out-of-pocket costs reasonably related to the ongoing conduct of the Refinery Business that would be incurred in the ordinary course without regard to conduct of Remediation Work hereunder. (e) Sunoco shall undertake diligent efforts to conduct Remediation Activities in a manner that does not unreasonably interfere with any of the current operations of NewCo or any Construction and Development. (f) Sunoco shall have no obligation to undertake any Remediation Activities, or provide indemnification with respect to any Liabilities for such Remediation Activities, unless, and then only to the extent that, Remedial Work shall be paid is required by Mortgagor to Mortgagee within fifteen (15) days following Mortgagor’s written demand therefor. If Mortgagor shall fail Environmental Laws or neglect to timely commence or cause to be commencedreasonably necessary in defense of, or shall fail to diligently prosecute to completionfor resolution of, such Remedial Work, Mortgagee may (but shall not be required to) cause such Remedial Work to be performed; and all costs and expenses thereof, or incurred in connection therewith (including, without limitation, the reasonable fees and expenses of Mortgagee’s counsel), shall be paid by Mortgagor to Mortgagee upon demand and shall be a part of the indebtedness secured hereby. There is no time limit on Mortgagor’s covenants hereunder, and Mortgagor hereby waives all present and future statutes of limitations as a defense to any action to enforce the provisions of Section 2.9 of this Security InstrumentThird Party Claim.

Remediation. If ‌ (a) The Parties acknowledge that Purchaser may at times inadvertently remarket Products received hereunder in a manner that does not comply with Qualifying Use Requirements due to daily and hourly fluctuations in Purchaser’s Product needs. To the extent Purchaser does so, Purchaser shall (a) exercise Commercially Reasonable Efforts to use any investigation, site monitoring, containment, remediation, removal, restoration or Disqualified Sale Proceeds of such remarketing to purchase Products (other remedial work of any kind or nature (the “Remedial Work”than Priority Products) is reasonably desirable (that Purchaser then uses in the case of an operation and maintenance program or similar monitoring or preventative programs) or necessary, both as determined by an independent environmental consultant selected by Mortgagee under any applicable federal, state or local law, regulation or ordinance, or under any judicial or administrative order or judgment, or by any governmental person, board, commission or agency, because of or in connection compliance with the current Qualifying Use Requirements and (b) reserve funds in an amount equal to any Disqualified Sale Proceeds until such Disqualified Sale Proceeds are remediated or future presence, suspected presence, Release or suspected Release of a Hazardous Substance into transferred to the air, soil, groundwater, or surface water at, on, about, under or within Trustee pursuant to Section 7.6(b) below.‌ (b) To the Premises extent that all or any portion thereofof Assigned Quantities or Base Quantities are remarketed under Section 3.3 or under Section 7.3, Mortgagor as applicable, and any such remarketing results in a Ledger Entry (as defined in the Master Power Supply Agreement), Purchaser agrees that it shall within thirty (30i) days after written demand by Mortgagee exercise Commercially Reasonable Efforts to use an amount equivalent to the remarketing proceeds associated with such any such Ledger Entry to purchase Non-Priority Products and use such Non-Priority Products in compliance with the Qualifying Use Requirements in order to remediate such Ledger Entries; and (ii) apply its purchases of Non-Priority Products to remediate any such proceeds under the Master Power Supply Agreement prior to remediating such proceeds under any other contract that provides for the performance (or within such shorter time as may be required purchase of Priority Products. To track compliance with‌ Purchaser’s obligations under applicable law, regulation, ordinance, order or agreementthis Section 7.5(b), commence Purchaser shall deliver a remediation certificate to Issuer and thereafter diligently prosecute Prepay LLC by the tenth day of the Month subsequent to completion all such Remedial Work any relevant Non-Priority Products purchases (which may include purchases of Energy from CAISO to the extent required by law. All Remedial Work such Energy is used in compliance with the Qualifying Use Requirements); provided that the Parties acknowledge and agree that any purchases of Assigned PAYGO Products (commencing with purchases of Assigned PAYGO Products in the Month in which any such Ledger Entry occurs) shall be performed applied to remediate any such Ledger Entries and no remediation certificate shall be required with respect to purchases of Assigned PAYGO Products. For Ledger Entries remediated under this Section 7.5(b) that have not otherwise been remediated by contractors approved in advance by Mortgagee and Prepay LLC pursuant to the remarketing provisions of the Master Power Supply Agreement, Issuer shall pay Purchaser any portion of the Monthly Discount Percentage associated with such Ledger Entries that is available under the supervision of a consulting engineer approved in advance by Mortgagee (which approval in each case shall not be unreasonably withheld Bond Indenture on or delayed). All costs and expenses of such Remedial Work (including without limitation before the reasonable fees and expenses of Mortgagee’s counsel) incurred in connection with monitoring or review last Business Day of the Remedial Work shall be paid by Mortgagor to Mortgagee within fifteen (15Month in which Purchaser provides a certificate under this Section 7.5(b) days following Mortgagor’s written demand therefor. If Mortgagor shall fail or neglect to timely commence or cause to be commenced, or shall fail to diligently prosecute to completion, evidencing such Remedial Work, Mortgagee may (but shall not be required to) cause such Remedial Work to be performed; and all costs and expenses thereof, or incurred in connection therewith (including, without limitation, the reasonable fees and expenses of Mortgagee’s counsel), shall be paid by Mortgagor to Mortgagee upon demand and shall be a part of the indebtedness secured hereby. There is no time limit on Mortgagor’s covenants hereunder, and Mortgagor hereby waives all present and future statutes of limitations as a defense to any action to enforce the provisions of Section 2.9 of this Security Instrumentremediation.

Remediation. Upon expiration or earlier termination of this Lease, Tenant shall, at Tenant's sole cost and expense, cause all Hazardous Substances brought on the Premises by Tenant to be removed from the Premises in compliance with all applicable Hazardous Substances Laws, If any investigationTenant or its employees, site monitoring, containment, remediation, removal, restoration or other remedial work of any kind or nature (the “Remedial Work”) is reasonably desirable (in the case of an operation and maintenance program or similar monitoring or preventative programs) or necessary, both as determined by an independent environmental consultant selected by Mortgagee under any applicable federal, state or local law, regulation or ordinanceagents, or under any judicial or administrative order or judgmentcontractors violates the provisions of this section, or by any governmental personif Tenant's acts, board, commission or agency, because of or in connection with the current or future presence, suspected presence, Release or suspected Release of a Hazardous Substance into the air, soil, groundwaternegligence, or surface water atbusiness operations contaminate, onor expand the scope of contamination of, aboutthe Premises from such Hazardous Substances, under or within then Tenant shall promptly, at Tenant's expense, take all investigatory and/or remedial action (collectively, the "Remediation") that is necessary in order to clean up, remove and dispose of such Hazardous Substances causing the violation on the Premises or the underlying groundwater or the properties adjacent to the Premises to the extent such contamination was caused by Tenant, in compliance with all applicable Hazardous Substances Laws. Tenant shall further repair any portion thereofdamage to the Premises caused by the Hazardous Substances contamination. Tenant shall provide prior written notice to Landlord of such Remediation, Mortgagor and Tenant shall within commence such Remediation no later than thirty (30) days after such notice to Landlord and diligently and continuously complete such Remediation. Such written demand by Mortgagee notice shall also include Tenant's method, time and procedure for such Remediation and Landlord shall have the performance (right to require reasonable changes in such method, time or within such shorter time as may be required under applicable law, regulation, ordinance, order or agreement), commence and thereafter diligently prosecute to completion all such Remedial Work procedure of the Remediation. Tenant shall not take any Remediation in response to the extent required by law. All Remedial Work shall be performed by contractors approved presence of any Hazardous Substances in advance by Mortgagee and under or about the supervision of a consulting engineer approved Premises or enter into any settlement agreement, consent decree or other compromise in advance by Mortgagee (which approval respect to any claims relating to any Hazardous Substances in each case shall not be unreasonably withheld or delayed). All costs and expenses of such Remedial Work (including without limitation any way connected with the reasonable fees and expenses of Mortgagee’s counsel) incurred in connection with monitoring or review of the Remedial Work shall be paid by Mortgagor to Mortgagee within fifteen (15) days following Mortgagor’s written demand therefor. If Mortgagor shall fail or neglect to timely commence or cause to be commenced, or shall fail to diligently prosecute to completion, such Remedial Work, Mortgagee may (but shall not be required to) cause such Remedial Work to be performed; and all costs and expenses thereof, or incurred in connection therewith (includingPremises, without limitationfirst notifying Landlord of Tenant's intention to do so and affording Landlord ample opportunity to appear, the reasonable fees intervene or otherwise appropriately assert and expenses of Mortgagee’s counsel), shall be paid by Mortgagor to Mortgagee upon demand and shall be a part of the indebtedness secured hereby. There is no time limit on Mortgagor’s covenants hereunder, and Mortgagor hereby waives all present and future statutes of limitations as a defense to any action to enforce the provisions of Section 2.9 of this Security Instrumentprotect Landlord's interests with respect thereto.

Remediation. If at any investigationtime during the Lease Term any contamination of the Ground Leased Premises by Hazardous Materials shall occur where such contamination is caused by the act or omission of Lessee or Lessee's Representatives ("LESSEE CONTAMINATION"), site monitoringthen Lessee, containmentat its sole cost and expense, remediationshall promptly and diligently remove such Hazardous Materials from the Ground Leased Premises, removalor the groundwater underlying the Ground Leased Premises, restoration to the extent reasonably possible in accordance with the requirements of the applicable Hazardous Materials Laws and industry standards then prevailing in the Hazardous Materials management and remediation industry in Arizona. However, Lessee shall not take any required remedial action in response to any Lessee Contamination in or about the Ground Leased Premises or enter into any settlement agreement, consent, decree or other remedial work compromise in respect to any claims relating to any Lessee Contamination without first notifying Lessor of Lessee's intention to do so and affording Lessor the opportunity to appear, intervene or otherwise appropriately assert and protect Lessor's interest with respect thereto. In addition to all other rights and remedies of the Lessor hereunder, if Lessee does not promptly and diligently take all steps to prepare and obtain all necessary approvals of a remediation plan for any Lessee Contamination, and thereafter commence the required remediation of any kind Hazardous Materials released or nature (the “Remedial Work”) is reasonably desirable (in the case of an operation and maintenance program or similar monitoring or preventative programs) or necessary, both as determined by an independent environmental consultant selected by Mortgagee under any applicable federal, state or local law, regulation or ordinance, or under any judicial or administrative order or judgment, or by any governmental person, board, commission or agency, because of or discharged in connection with the current or future presence, suspected presence, Release or suspected Release of a Hazardous Substance into the air, soil, groundwater, or surface water at, on, about, under or within the Premises or any portion thereof, Mortgagor shall Lessee Contamination within thirty (30) days after written demand by Mortgagee for the performance (or within such shorter time as may be required under applicable law, regulation, ordinance, order or agreement), commence Lessor has reasonably approved Lessor's remediation plan and all necessary approvals and consents have been obtained and thereafter diligently continue to prosecute said remediation to completion all such Remedial Work in accordance with the approved remediation plan, then Lessor, at its sole discretion, shall have the right, but not the obligation, to the extent required by law. All Remedial Work cause said remediation to be accomplished, and Lessee shall be performed by contractors approved in advance by Mortgagee and under the supervision of a consulting engineer approved in advance by Mortgagee (which approval in each case shall not be unreasonably withheld or delayed). All costs and expenses of such Remedial Work (including without limitation the reasonable fees and expenses of Mortgagee’s counsel) incurred in connection with monitoring or review of the Remedial Work shall be paid by Mortgagor to Mortgagee reimburse Lessor within fifteen (15) business days following Mortgagor’s written of Lessor's demand therefor. If Mortgagor shall fail or neglect to timely commence or cause to be commenced, or shall fail to diligently prosecute to completion, such Remedial Work, Mortgagee may for reimbursement of all amounts reasonably paid by Lessor (but shall not be required to) cause such Remedial Work to be performed; and all costs and expenses thereof, or incurred in connection therewith (including, without limitation, together with interest on said amounts at the reasonable fees and expenses of Mortgagee’s counselhighest lawful rate until paid), when said demand is accompanied by proof of payment by Lessor of the amounts demanded. Lessee shall be paid by Mortgagor promptly deliver to Mortgagee upon demand Lessor copies of hazardous waste manifests reflecting the legal and shall be a proper disposal of all Hazardous Materials removed from the Ground Leased Premises as part of the indebtedness secured hereby. There is no time limit on Mortgagor’s covenants hereunder, and Mortgagor hereby waives all present and future statutes Lessee's remediation of limitations as a defense to any action to enforce the provisions of Section 2.9 of this Security InstrumentLessee Contamination.

Remediation. If Exxon agrees with Buyer to remediate a Condition or is required by a governmental or regulatory agency to remediate a Condition, the following will govern the remediation: (a) Exxon will be responsible for all negotiations and contacts with federal, state, and local agencies and authorities with regard to the Condition or remediation. Buyer may not make any investigationindependent contacts with any agency, site monitoringauthority, containment, remediation, removal, restoration or other remedial work of any kind third party with respect to the Condition or nature (remediation and will keep all information regarding the “Remedial Work”) is reasonably desirable (Condition and remediation confidential, except in the case of an operation and maintenance program or similar monitoring or preventative programs) or necessary, both as determined by an independent environmental consultant selected by Mortgagee under any applicable federal, state or local law, regulation or ordinance, or under any judicial or administrative order or judgment, or by any governmental person, board, commission or agency, because of or in connection with the current or future presence, suspected presence, Release or suspected Release of a Hazardous Substance into the air, soil, groundwater, or surface water at, on, about, under or within the Premises or any portion thereof, Mortgagor shall within thirty (30) days after written demand by Mortgagee for the performance (or within such shorter time as may be required under applicable law, regulation, ordinance, order or agreement), commence and thereafter diligently prosecute to completion all such Remedial Work each instance to the extent required by applicable law. (b) Exxon will remediate the Condition to the level agreed upon by Exxon and Buyer, but in no event will Exxon be required to remediate the Condition beyond the level required by the Environmental Laws in effect on the Effective Date. (c) Buyer will grant and warrant access to, and entry on, the Formax Property after Closing to Exxon, its Associated Parties, and third parties conducting 24 assessments or remediation, to the extent and as long as necessary to conduct and complete the assessment or remediation work, to remove equipment and facilities, and to perform any other activities reasonably necessary in connection with such assessments or remediation. (d) Buyer will use its best efforts not to interfere with Exxon's ingress and egress or assessment or remediation activities. All Remedial Work shall Exxon will make reasonable efforts to perform the work so as to minimize disruption to Buyer's operations on the Formax Property. (e) Exxon will continue remediation of the Condition until the first of the following occurs: (1) the appropriate governmental authorities provide written notice to Exxon or Buyer that no further remediation of the Condition is required; or (2) Exxon determines that the Condition has been remediated to the level required by the Environmental Laws or as agreed by the parties. Upon the occurrence of either (1) or (2) above, Exxon will notify Buyer that remediation of the Condition is complete and provide a copy of the notification described in subsection (1) above, if applicable. Upon delivery of Exxon's notice, Exxon will be performed by contractors approved released from all liability and have no further obligations under any provisions of this Agreement in advance by Mortgagee and under the supervision connection with a Condition. (f) Until Exxon completes remediation of a consulting engineer approved in advance Condition, Exxon and Buyer will each notify the other of any pending or threatened Claim, action, or proceeding by Mortgagee any authority or private party that relates to or would affect the environmental condition, the assessment, or the remediation of the Formax Property. (which approval in each case shall not g) After delivery of possession or Closing (whichever occurs first) and before Exxon has completed remediation of a Condition, if a leak, spill, or discharge of any material or substance ("Occurrence") occurs on the Formax Property or any part of it, Buyer will promptly notify Exxon and act promptly to minimize the effects of the Occurrence. If a spill, leak or discharge occurs and Exxon determines that it may affect the area where Exxon is conducting a remediation or assessment, Buyer will hire a consultant (who must be unreasonably withheld or delayed)acceptable to Exxon) to assess the effect of the occurrence on the environmental condition of the Formax Property, and Exxon's remediation work and the cost of the additional work required as the result of the Occurrence. All Unless the Occurrence was caused solely by Exxon, Buyer will be responsible for the incremental cost of remediating the impact of the Occurrence. If Exxon's remediation is expanded to incorporate remediation of the Occurrence, Buyer will promptly pay its share of costs and expenses to Exxon as the work is performed, within thirty days of such Remedial Work receipt of invoices for the work (including without limitation with supporting documentation). Payments not If the reasonable fees and expenses of Mortgagee’s counsel) incurred in connection with monitoring or review cost of the Remedial Work shall be paid additional work equals or exceeds the cost which would have been incurred but for the Occurrence, Exxon will pay Buyer the cost that would have been incurred by Mortgagor Exxon to Mortgagee within fifteen (15) days following Mortgagor’s written demand thereforcomplete the remediation but for the Occurrence. If Mortgagor shall fail or neglect to timely commence or cause to be commencedAs consideration for this payment, or shall fail to diligently prosecute to completion, such Remedial Work, Mortgagee may (but shall not be required to) cause such Remedial Work to be performed; and all costs and expenses thereof, or incurred in connection therewith (including, without limitation, Buyer will accept the reasonable fees and expenses of Mortgagee’s counsel), shall be paid by Mortgagor to Mortgagee upon demand and shall be a part environmental condition of the indebtedness secured hereby. There is no time limit Formax Property as it exists on Mortgagor’s covenants hereunderthe date of the payment, assume full responsibility for remediating the Formax Property and related off-site contamination in accordance with this Agreement, and Mortgagor hereby waives all present agree to release, not to ▇▇▇, indemnify, hold harmless, and future statutes of limitations defend Exxon and its Associated Parties as a defense to any action Claims and Liabilities arising from the Occurrence to enforce the provisions of Section 2.9 of this Security Instrumentsame extent as described in Article 11.

Remediation. If Seller agrees with Purchaser to remediate a Condition or is required by a governmental or regulatory agency to remediate a Condition, the following will govern the remediation: (a) Seller will be responsible for all negotiations and contacts with federal, state, and local agencies and authorities with regard to the Condition or remediation. Purchaser may not make any investigationindependent contacts with any agency, site monitoringauthority, containment, remediation, removal, restoration or other remedial work of any kind third party with respect to the Condition or nature (remediation and will keep all information regarding the “Remedial Work”) is reasonably desirable (Condition and remediation confidential, except in the case of an operation and maintenance program or similar monitoring or preventative programs) or necessary, both as determined by an independent environmental consultant selected by Mortgagee under any applicable federal, state or local law, regulation or ordinance, or under any judicial or administrative order or judgment, or by any governmental person, board, commission or agency, because of or in connection with the current or future presence, suspected presence, Release or suspected Release of a Hazardous Substance into the air, soil, groundwater, or surface water at, on, about, under or within the Premises or any portion thereof, Mortgagor shall within thirty (30) days after written demand by Mortgagee for the performance (or within such shorter time as may be required under applicable law, regulation, ordinance, order or agreement), commence and thereafter diligently prosecute to completion all such Remedial Work each instance to the extent required by applicable law. (b) Seller will remediate the Condition to the level agreed upon by Seller and Purchaser, but in no event will Seller be required to remediate the Condition beyond the level required by the Environmental Laws in effect on the Effective Time or the standard set forth in any Lease, contract or agreement by which the Assets are bound. All Remedial Work If the remediation is not complete prior to Closing, at Purchaser’s sole option, the affected Asset shall be performed temporarily removed from this Agreement (and the Preliminary Purchase Price shall be adjusted downward by contractors approved in advance by Mortgagee and under the supervision Allocated Value of such Asset) until completion of the remediation of such Condition. Upon completion of the remediation of a consulting engineer approved in advance by Mortgagee (which approval in each case Condition subsequent to the Closing, Purchaser shall not be unreasonably withheld or delayed). All costs and expenses remit the Allocated Value of such Remedial Work Asset to Seller and Seller shall transfer and convey such Asset to Purchaser, in accordance with the terms and conditions of this Agreement. (including without limitation c) Purchaser will grant and warrant access to the reasonable fees Assets after Closing to Seller, and expenses of Mortgagee’s counsel) incurred third parties conducting assessments or remediation, to the extent and as long as necessary to conduct and complete the assessment or remediation work, to remove equipment and facilities, and to perform any other activities reasonably necessary in connection with monitoring assessment or review remediation. (d) Purchaser will use its commercially reasonable efforts not to interfere with Seller’s ingress and egress or assessment or remediation activities. Seller will make reasonable efforts to perform the work so as to minimize disruption to Purchaser’s business activities and to the Assets. (e) Seller will continue remediation of the Remedial Work shall Condition until the first of the following occurs: (i) the appropriate governmental authorities provide written notice to Seller or Purchaser that no further remediation of the Conditions is required; or (ii) Seller and Purchaser, both acting reasonably, agree that the Condition has been remediated to the level required by the Environmental Laws or as set forth in any Lease, contract or agreement by which the Assets are bound. Upon the occurrence of either (i) or (ii) above, Seller will notify Purchaser that remediation of the Condition is complete and provide a copy of the notification described in subsection (i) above, if applicable. Upon delivery of Seller’s notice, Seller will be paid by Mortgagor to Mortgagee within fifteen released from all liability and have no further obligations under any provisions of this Agreement in connection with a Condition. (15f) days following Mortgagor’s written demand therefor. If Mortgagor shall fail Until Seller completes remediation of a Condition, Seller and Purchaser will each notify the other of any pending or neglect to timely commence or cause to be commencedthreatened claim, action, or shall fail proceeding by any authority or private party that relates to diligently prosecute to completionor would affect the environmental condition, such Remedial Work, Mortgagee may (but shall not be required to) cause such Remedial Work to be performed; and all costs and expenses thereofthe assessment, or incurred in connection therewith (including, without limitation, the reasonable fees and expenses of Mortgagee’s counsel), shall be paid by Mortgagor to Mortgagee upon demand and shall be a part remediation of the indebtedness secured hereby. There is no time limit on Mortgagor’s covenants hereunder, Assets. (g) If Seller will assess or remediate the Assets after Closing the Assignment and Mortgagor hereby waives all present ▇▇▇▇ of Sale or other recordable instrument (as agreed by the Parties) will restate the rights and future statutes of limitations as a defense to any action to enforce the provisions of Section 2.9 obligations of this Security Instrumentsection.

Remediation. If Seller agrees with Purchaser to remediate a Condition or is required by a governmental or regulatory agency to remediate a Condition, the following will govern the remediation: (a) Seller will be responsible for all negotiations and contacts with federal, state, and local agencies and authorities with regard to the Condition or remediation. Purchaser may not make any investigationindependent contacts with any agency, site monitoringauthority, containment, remediation, removal, restoration or other remedial work of any kind third party with respect to the Condition or nature (remediation and will keep all information regarding the “Remedial Work”) is reasonably desirable (Condition and remediation confidential, except in the case of an operation and maintenance program or similar monitoring or preventative programs) or necessary, both as determined by an independent environmental consultant selected by Mortgagee under any applicable federal, state or local law, regulation or ordinance, or under any judicial or administrative order or judgment, or by any governmental person, board, commission or agency, because of or in connection with the current or future presence, suspected presence, Release or suspected Release of a Hazardous Substance into the air, soil, groundwater, or surface water at, on, about, under or within the Premises or any portion thereof, Mortgagor shall within thirty (30) days after written demand by Mortgagee for the performance (or within such shorter time as may be required under applicable law, regulation, ordinance, order or agreement), commence and thereafter diligently prosecute to completion all such Remedial Work each instance to the extent required by applicable law. (b) Seller will remediate the Condition to the level agreed upon by Seller and Purchaser, but in no event will Seller be required to remediate the Condition beyond the level required by the Environmental Laws in effect on the Effective Time. All Remedial Work shall be performed by contractors approved in advance by Mortgagee If the remediation is not complete prior to Closing, at its sole option, Seller may require Purchaser to remit at Closing the Allocated Value for the Asset without adjustment for the Condition and under deposit the supervision amount representing the estimated remediation cost into an escrow account for these purposes. If the actual cost to remediate exceeds the escrowed amount, Purchaser will pay the additional costs to remediate the Condition to Seller within five (5) days following completion of a consulting engineer approved in advance by Mortgagee the remediation. (which approval in each case shall not be unreasonably withheld c) Purchaser will grant and warrant access to the Assets after Closing to Seller, and third parties conducting assessments or delayed). All costs remediation, to the extent and expenses of such Remedial Work (including without limitation as long as necessary to conduct and complete the reasonable fees assessment or remediation work, to remove equipment and expenses of Mortgagee’s counsel) incurred facilities, and to perform any other activities reasonably necessary in connection with monitoring assessment or review remediation. (d) Purchaser will use its commercially reasonable efforts not to interfere with Seller’s ingress and egress or assessment or remediation activities. Seller will make reasonable efforts to perform the work so as to minimize disruption to Purchaser’s business activities and to the Assets. (e) Seller will continue remediation of the Remedial Work shall Condition until the first of the following occurs: (i) the appropriate governmental authorities provide written notice to Seller or Purchaser that no further remediation of the Conditions is required; or (ii) Seller and Purchaser, both acting reasonably, agree that the Condition has been remediated to the level required by the Environmental Laws. Upon the occurrence of either (i) or (ii) above, Seller will notify Purchaser that remediation of the Condition is complete and provide a copy of the notification described in subsection (i) above, if applicable. Upon delivery of Seller’s notice, Seller will be paid by Mortgagor to Mortgagee within fifteen released from all liability and have no further obligations under any provisions of this Agreement in connection with a Condition. (15f) days following Mortgagor’s written demand therefor. If Mortgagor shall fail Until Seller completes remediation of a Condition, Seller and Purchaser will each notify the other of any pending or neglect to timely commence or cause to be commencedthreatened claim, action, or shall fail proceeding by any authority or private party that relates to diligently prosecute to completionor would affect the environmental condition, such Remedial Work, Mortgagee may (but shall not be required to) cause such Remedial Work to be performed; and all costs and expenses thereofthe assessment, or incurred the remediation of the Assets. (g) If Seller undertakes remediation as to any Asset in connection therewith which Seller’s ownership was less than 100%, Seller will invoice Purchaser monthly for the amount owed by such other working interest owners for their share of the remediation expenses until the remediation is completed and Purchaser will in turn ▇▇▇▇ the other working interest owners. Regardless of whether Purchaser recoups any amount from the other working interest owners, Purchaser will refund to Seller, within sixty (including, without limitation60) days, the reasonable fees amount of each such Seller invoice. (h) If Seller will assess or remediate the Assets after Closing the Assignment and expenses ▇▇▇▇ of Mortgagee’s counsel), shall be paid Sale or other recordable instrument (as agreed by Mortgagor to Mortgagee upon demand the Parties) will restate the rights and shall be a part of the indebtedness secured hereby. There is no time limit on Mortgagor’s covenants hereunder, and Mortgagor hereby waives all present and future statutes of limitations as a defense to any action to enforce the provisions of Section 2.9 obligations of this Security Instrumentsection.

Remediation. If any investigation, site monitoring, containment, remediation, removal, restoration or other remedial work Tenant becomes aware of a violation of any kind Environmental Law relating to the presence or nature (release of any Hazardous Substance in, on, under or about the “Remedial Work”) is reasonably desirable (in Leased Property, or if Tenant, Landlord or the case Leased Property becomes subject to any order of an operation and maintenance program or similar monitoring or preventative programs) or necessary, both as determined by an independent environmental consultant selected by Mortgagee under any applicable federal, state or local lawgovernmental agency to repair, regulation close, detoxify, decontaminate, clean, investigate, perform corrective action or ordinanceotherwise remediate (“Remediate”) the Leased Property, Tenant shall promptly notify Landlord of such event and, at its sole cost and expense, cure such violation or under any judicial effect such repair, closure, detoxification, decontamination, cleanup, investigation, corrective action or administrative order or judgment, or by any governmental person, board, commission or agency, because of or in connection with the current or future presence, suspected presence, Release or suspected Release of a Hazardous Substance into the air, soil, groundwater, or surface water at, on, about, under or within the Premises or any portion thereof, Mortgagor shall within thirty other remediation (30“Remediation”) days after written demand by Mortgagee for the performance (or within such shorter time as may be required under applicable law, regulation, ordinance, order or agreement), commence and thereafter diligently prosecute to completion all such Remedial Work to the extent required by law. All Remedial Work shall be performed by contractors approved in advance by Mortgagee pursuant to Environmental Law; provided that Remediation is required only to the extent as is required or necessary to attain compliance with remedial standards applicable under Environmental Law, employing where applicable risk-based remedial standards and under institutional or engineering controls, where the supervision of a consulting engineer approved in advance by Mortgagee (which approval in each case shall not be unreasonably withheld or delayed). All costs and expenses performance of such Remedial Work (including without limitation Remediation or such standards or controls would not unreasonably interfere with the reasonable fees operation and expenses use of Mortgagee’s counsel) incurred the Leased Property for purposes similar to the Primary Intended Use, provided, further, that Landlord shall have the right to review and approve in accordance with Section 11.1 any encumbrances to be placed upon the Leased Property in connection with monitoring any Remediation undertaken by Tenant. If Tenant fails to implement and diligently pursue any such cure, repair, closure, detoxification, decontamination or review of the Remedial Work shall be paid by Mortgagor to Mortgagee within other remediation where such failure continues after: (i) fifteen (15) days following Mortgagorafter a first notice delivered by Landlord to Tenant informing Tenant of its failure to perform the required Remediation, and (ii) if the fifteen (15) day period in clause (i) has elapsed and Tenant has not taken actions to perform the Remediation, fifteen (15) days after a second notice delivered by Landlord to Tenant informing Tenant of its failure to perform the required Remediation, in each case, with a subject line that in all caps saying “FAILURE TO PERFORM THE REQUIRED REMEDIATION WILL RESULT IN LANDLORD PERFORMING THE REMEDIATION AT TENANT’S COST”, Landlord shall have the right, but not the obligation, to carry out such action and to recover from Tenant all of Landlord’s written demand therefor. If Mortgagor shall fail or neglect to timely commence or cause to be commenced, or shall fail to diligently prosecute to completion, such Remedial Work, Mortgagee may (but shall not be required to) cause such Remedial Work to be performed; and all costs and expenses thereof, or incurred in connection therewith (including, without limitation, the reasonable fees and expenses of Mortgagee’s counsel), shall be paid by Mortgagor to Mortgagee upon demand and shall be a part of the indebtedness secured hereby. There is no time limit on Mortgagor’s covenants hereunder, and Mortgagor hereby waives all present and future statutes of limitations as a defense to any action to enforce the provisions of Section 2.9 of this Security Instrumenttherewith.

Remediation. If at any investigationtime during the Term any contamination of the Premises or the Property by Hazardous Materials shall occur where such contamination is caused by the act or omission of Tenant or Tenant’s Representatives (“Tenant’s Contamination”), site monitoringthen Tenant, containmentat Tenant’s sole cost and expense, remediationshall promptly and diligently remove such Hazardous Materials from the Premises, removalthe Property or the groundwater underlying the Premises or the Property to the extent required to comply with applicable Hazardous Materials Laws to restore the Premises or the Property to the same or better condition which existed before Tenant’s Contamination. Tenant shall not take any required remedial action in response to any Tenant’s Contamination in or about the Premises or the Property, restoration or enter into any settlement agreement, consent, decree or other remedial work compromise in respect to any claims relating to any Tenant’s Contamination without first obtaining the prior written consent of Landlord, which may be subject to conditions imposed by Landlord as determined in Landlord’s sole discretion, provided, however, Landlord’s prior written consent shall not be necessary in the event that the presence of Hazardous Materials on, under or about the Premises or the Property (i) poses an immediate threat to the health, safety or welfare of any kind individual or nature (the “Remedial Work”ii) is reasonably desirable (of such a nature that an immediate remedial response is necessary and it is not possible to obtain Landlord’s consent before taking such action. Tenant and Landlord shall jointly prepare a remediation plan in compliance with all Hazardous Materials Laws and the case provisions of an operation this Lease. In addition to all other rights and maintenance program remedies of Landlord hereunder, if Tenant does not promptly and diligently take all steps to prepare and obtain all necessary approvals of a remediation plan for any Tenant’s Contamination, and thereafter commence the required remediation of any Hazardous Materials released or similar monitoring or preventative programs) or necessary, both as determined by an independent environmental consultant selected by Mortgagee under any applicable federal, state or local law, regulation or ordinance, or under any judicial or administrative order or judgment, or by any governmental person, board, commission or agency, because of or discharged in connection with the current or future presence, suspected presence, Release or suspected Release of a Hazardous Substance into the air, soil, groundwater, or surface water at, on, about, under or within the Premises or any portion thereof, Mortgagor shall Tenant’s Contamination within thirty (30) days after written demand by Mortgagee for the performance (or within such shorter time as may be required under applicable law, regulation, ordinance, order or agreement), commence all necessary approvals and consents have been obtained and thereafter diligently continue to prosecute such remediation to completion all in accordance with an approved remediation plan, then Landlord, at its reasonable discretion, shall have the right, but not the obligation, to cause such Remedial Work remediation to the extent required by law. All Remedial Work be accomplished, and Tenant shall be performed by contractors approved in advance by Mortgagee and under the supervision of a consulting engineer approved in advance by Mortgagee (which approval in each case shall not be unreasonably withheld or delayed). All costs and expenses of such Remedial Work (including without limitation the reasonable fees and expenses of Mortgagee’s counsel) incurred in connection with monitoring or review of the Remedial Work shall be paid by Mortgagor to Mortgagee reimburse Landlord within fifteen (15) business days following Mortgagorof Landlord’s written demand therefor. If Mortgagor shall fail or neglect to timely commence or cause to be commenced, or shall fail to diligently prosecute to completion, for reimbursement of all amounts reasonably paid by Landlord (together with interest on such Remedial Work, Mortgagee may (but shall not be required to) cause such Remedial Work to be performed; and all costs and expenses thereof, or incurred in connection therewith (including, without limitation, amounts at the reasonable fees and expenses of Mortgagee’s counselhighest lawful rate until paid), when such demand is accompanied by reasonable proof of payment by Landlord of the amounts demanded. Tenant shall be paid by Mortgagor promptly deliver to Mortgagee upon demand Landlord, legible copies of hazardous waste manifests reflecting the legal and shall be a proper disposal of all Hazardous Materials removed from the Premises or the Property as part of the indebtedness secured hereby. There is no time limit on MortgagorTenant’s covenants hereunder, and Mortgagor hereby waives all present and future statutes remediation of limitations as a defense to any action to enforce the provisions of Section 2.9 of this Security InstrumentTenant’s Contamination.

Remediation. If any investigation, site monitoring, containment, remediation, removal, restoration or other remedial work Purchaser will provide Sellers with prompt written notice of any kind or nature (the “Remedial Work”discovery of conditions that are potentially part of Sellers' Environmental Obligations under Section 2.2(b)(xii) is reasonably desirable (in the case of an operation and maintenance program or similar monitoring or preventative programs) or necessary, both as determined by an independent environmental consultant selected by Mortgagee under any applicable federal, state or local law, regulation or ordinance, or under any judicial or administrative order or judgment, or by any governmental person, board, commission or agency, because of or in connection with the current or future presence, suspected presence, Release or suspected Release of a Hazardous Substance into the air, soil, groundwater, or surface water at, on, about, under or within the Premises or any portion thereof, Mortgagor hereof. Sellers shall within thirty (30) days after written demand by Mortgagee remain responsible for the cost and performance (or within such shorter time as may be required under applicable law, regulation, ordinance, order or agreement), commence and thereafter diligently prosecute to completion all such Remedial Work of Remediation Measures solely to the extent that such Remediation Measures are required by lawany Governmental Entity under Environmental, Health and Safety Laws, including Environmental, Health and Safety Laws amended or enacted after Closing, and are part of Sellers' Environmental Obligations or Sellers' obligations under Article 11 hereof. All Remedial Work shall be performed by contractors approved in advance by Mortgagee and under In the supervision event of a consulting engineer approved in advance by Mortgagee (Third Party Claim seeking the performance of remediation measures, Purchaser shall comply with the notice requirements of Section 11.3(a) of this Agreement. In addition to performing tasks that are part of Sellers' Environmental Obligations, Sellers may undertake such Remediation Measures as they reasonably determine are required under Environmental, Health and Safety Law or which approval in each case they otherwise reasonably believe are appropriate but they shall not be obligated to do so under the terms hereof. In undertaking such Remediation Measures, Sellers shall not unreasonably withheld or delayed). All costs interfere with the operation of the U.S. Business and expenses Purchaser shall reasonably cooperate with Sellers to facilitate Seller's performance and completion of such Remedial Work (including without limitation Remediation Measures, including, allowing reasonable access to the reasonable fees Facilities to Sellers and expenses Sellers' consultants and contractors. Neither of Mortgagee’s counsel) incurred in connection with monitoring Sellers shall have any responsibility for the cost or review performance of Remediation Measures undertaken by Purchaser or any Affiliate of Purchaser, except to the Remedial Work extent Purchaser is entitled to indemnification under Article 11. With respect to any Remediation Measure undertaken by Sellers pursuant to the second sentence of this paragraph, Sellers shall be deemed to have discharged such undertaking and its obligations with respect thereto whenever it has paid by Mortgagor the cost of such Remediation Measure and it has received written notice from the pertinent Governmental Entity or Entities that no further material Remediation Measures are then required. Before submitting plans or reports to Mortgagee within fifteen (15) days following Mortgagor’s written demand thereforGovernmental Authorities, Sellers will give Purchaser an opportunity to comment on such reports and plans, and will make reasonable good faith efforts to consider and address such comments. If Mortgagor shall fail or neglect to timely commence or cause to be commenced, or shall fail to diligently prosecute to completion, such Remedial Work, Mortgagee may (but Purchaser shall not be required to) cause have the rights of approval over such Remedial Work to be performed; and all costs and expenses thereof, plans or incurred in connection therewith (including, without limitation, the reasonable fees and expenses of Mortgagee’s counsel), shall be paid by Mortgagor to Mortgagee upon demand and shall be a part of the indebtedness secured hereby. There is no time limit on Mortgagor’s covenants hereunder, and Mortgagor hereby waives all present and future statutes of limitations as a defense to any action to enforce the provisions of Section 2.9 of this Security Instrumentreports.

Remediation. If any investigation, site monitoring, containment, remediation, removal, restoration Tenant becomes aware of the presence or other remedial work release of any kind Hazardous Material in, on or nature (under the “Remedial Work”) is reasonably desirable (Leased Property or any other property affected by the Leased Property, in the case of an operation and maintenance program a quantity sufficient to require remediation or similar monitoring or preventative programs) or necessary, both as determined by an independent environmental consultant selected by Mortgagee reporting under any applicable Environmental Law, or where remediation is otherwise necessary to prevent the value of the Leased Property from being materially and adversely affected, or if Tenant, Landlord, the Leased Property or any property affected by the Leased Property becomes subject to any order of any court or federal, state or local lawagency to investigate, regulation remove, remediate, repair, close, detoxify, decontaminate or ordinance, or under any judicial or administrative order or judgment, or by any governmental person, board, commission or agency, because of or in connection with otherwise clean up the current or future presence, suspected presence, Release or suspected Release of a Hazardous Substance into the air, soil, groundwater, or surface water at, on, about, under or within the Premises Leased Property or any portion thereofproperty affected by the Leased Property, Mortgagor shall within thirty (30) days after written demand by Mortgagee for the performance (or within such shorter time as may be required under applicable law, regulation, ordinance, order or agreement), commence and thereafter diligently prosecute to completion all such Remedial Work except to the extent that such remediation is required to address releases of Hazardous Materials caused solely by lawactions of the Landlord, Tenant shall, at its sole expense, carry out and complete any required response, action, investigation, removal, remediation, repair, closure, detoxification, decontamination or other cleanup of the Leased Property or any property affected by the Leased Property in compliance with applicable laws and prevailing industry practices and standards. All Remedial Work Tenant shall be performed by contractors approved provide Landlord with documentation reasonably acceptable to Landlord evidencing that all work or other action required hereunder has been properly and lawfully completed (including a certificate addressed to Lessor from an environmental consultant reasonably acceptable to Landlord in advance by Mortgagee such detail and under the supervision of a consulting engineer approved in advance by Mortgagee (which approval in each case shall not be unreasonably withheld or delayedform as Landlord may reasonably require). All If Tenant fails to implement and diligently pursue any such repair, closure, detoxification, decontamination, response, action, remediation or other cleanup of the Leased Property, or any property affected by the Leased Property in a timely manner and in compliance with applicable laws and prevailing industry standards, Landlord shall have the right (in addition to any other rights of Landlord under this Lease), but not the obligation, to carry out such action and to recover all of Landlord's actual, documented costs and expenses of such Remedial Work (including without limitation the reasonable fees and expenses of Mortgagee’s counsel) incurred in connection with monitoring or review of the Remedial Work shall be paid by Mortgagor to Mortgagee within fifteen (15) days following Mortgagor’s written demand therefor. If Mortgagor shall fail or neglect to timely commence or cause to be commenced, or shall fail to diligently prosecute to completion, such Remedial Work, Mortgagee may (but shall not be required to) cause such Remedial Work to be performed; and all costs and expenses thereof, or incurred in connection therewith (including, without limitation, the reasonable attorneys' and consultants' fees and expenses of Mortgagee’s counsel), shall be paid by Mortgagor to Mortgagee upon demand and shall be a part of the indebtedness secured hereby. There is no time limit on Mortgagor’s covenants hereunder, and Mortgagor hereby waives all present and future statutes of limitations costs) from Tenant as a defense to any action to enforce the provisions of Section 2.9 of this Security InstrumentAdditional Rent.

Remediation. If at any investigationtime during the Term any contamination of the Premises or the Property by Hazardous Materials shall occur where such contamination is caused by the act or omission of Tenant or of any Tenant Representative (“Tenant’s Contamination”), site monitoringthen Tenant, containmentat Tenant’s sole cost and expense, remediationshall promptly and diligently remove such Hazardous Materials from the Premises, removalthe Property or the groundwater underlying the Premises or the Property to the extent required to comply with applicable Hazardous Materials Laws in order to restore the Premises or the Property to the same or better condition which existed before the Tenant’s Contamination. Tenant shall not take any required remedial action in response to any Tenant’s Contamination in or about the Premises or the Property, restoration or enter into any settlement agreement, consent, decree or other remedial work compromise in respect to any claims relating to any Tenant’s Contamination, without first obtaining the prior written consent of Landlord, which may be subject to conditions imposed by Landlord in Landlord’s sole discretion; provided, however, that Landlord’s prior written consent shall not be necessary to the extent that the presence of Hazardous Materials on, under or about the Premises or the Property (A) poses an immediate threat to the health, safety or welfare of any kind individual or nature (the “Remedial Work”B) is reasonably desirable (of such a nature that an immediate remedial response is necessary and it is not possible to obtain Landlord’s consent before taking such action. Landlord and Tenant shall jointly prepare a remediation plan in compliance with all Hazardous Materials Laws and the case provisions of an operation this Lease. In addition to all other rights and maintenance program remedies of Landlord hereunder, if Tenant does not promptly and diligently take all steps to prepare and obtain all necessary approvals of a remediation plan for any Tenant’s Contamination, and thereafter commence the required remediation of any Hazardous Materials released or similar monitoring or preventative programs) or necessary, both as determined by an independent environmental consultant selected by Mortgagee under any applicable federal, state or local law, regulation or ordinance, or under any judicial or administrative order or judgment, or by any governmental person, board, commission or agency, because of or discharged in connection with the current or future presence, suspected presence, Release or suspected Release of a Hazardous Substance into the air, soil, groundwater, or surface water at, on, about, under or within the Premises or any portion thereof, Mortgagor shall Tenant’s Contamination within thirty (30) days after written demand by Mortgagee for the performance (or within such shorter time as may be required under applicable law, regulation, ordinance, order or agreement), commence all necessary approvals and consents have been obtained and thereafter diligently continue to prosecute such remediation to completion all in accordance with an approved remediation plan, then Landlord, at its sole discretion, shall have the right, but not the obligation, to cause such Remedial Work remediation to the extent required by law. All Remedial Work be accomplished, and Tenant shall be performed by contractors approved in advance by Mortgagee and under the supervision of a consulting engineer approved in advance by Mortgagee (which approval in each case shall not be unreasonably withheld or delayed). All costs and expenses of such Remedial Work (including without limitation the reasonable fees and expenses of Mortgagee’s counsel) incurred in connection with monitoring or review of the Remedial Work shall be paid by Mortgagor to Mortgagee reimburse Landlord within fifteen (15) days following Mortgagorafter Landlord’s written demand therefor. If Mortgagor shall fail or neglect to timely commence or cause to be commencedfor reimbursement of all amounts reasonably paid by Landlord (together with interest on such amounts at 15% per annum (or, or shall fail to diligently prosecute to completion, such Remedial Work, Mortgagee may (but shall not be required to) cause such Remedial Work to be performed; and all costs and expenses thereof, or incurred in connection therewith (including, without limitationif less, the reasonable fees and expenses of Mortgagee’s counselmaximum lawful rate) from the date paid by Landlord), when such demand is accompanied by reasonable proof of payment by Landlord of the amounts demanded. Tenant shall be paid by Mortgagor promptly deliver to Mortgagee upon demand Landlord, legible copies of hazardous waste manifests reflecting the legal and shall be a proper disposal of all Hazardous Materials removed from the Premises or the Property as part of the indebtedness secured hereby. There is no time limit on MortgagorTenant’s covenants hereunder, and Mortgagor hereby waives all present and future statutes remediation of limitations as a defense to any action to enforce the provisions of Section 2.9 of this Security InstrumentTenant’s Contamination.

Remediation. (a) Prior to Closing, Seller shall diligently seek approval (the “Approval”) from the Tennessee Department of Environment and Conservation (“TDEC”) to abandon in place all underground storage tanks on the Kings Mart Property (the “USTs”). If Seller receives such approval prior to Closing, Seller shall immediately take such commercially reasonable action necessary to abandon in place all USTs in compliance with all Environmental Laws. (b) If the TDEC does not grant or denies Seller’s request to abandon in place the USTs (the “Request”) prior to Closing, Purchaser shall continue to pursue the Approval for a period of 90 days following the Closing (the “90-day period”). If the TDEC denies the Request or the Approval is not granted within the 90-day period, then Purchaser shall promptly remove all USTs on the Kings Mart Property in compliance with all Environmental Laws. (c) As required by and in compliance with all Environmental Laws, Purchaser shall also assess and/or remediate (or cause to be assessed and/or remediated) the Kings Mart Property to address any investigation, site monitoring, containmentremediation necessitated by the removal of the USTs. Seller shall pay for the first $100,000 of expenses to effect such UST removal and/or abandonment in place and corresponding assessment, remediation, removalor corrective action, restoration including, the costs incurred in obtaining a UST removal approval and/or UST abandonment approval, or, to the extent applicable, a No Further Action letter, or other remedial work of any kind or nature their equivalents, from the TDEC (collectively, the “Remedial WorkUST Obligations”). (d) is Purchaser shall conduct such UST Obligations in a diligent and reasonably desirable (in cost effective manner. As reasonably requested by Seller from time to time, Purchaser shall provide Seller with progress reports and correspondence pertinent to the case UST Obligations. Should Purchaser receive any reimbursement or recovery of an operation and maintenance program costs incurred by either Seller or similar monitoring or preventative programs) or necessary, both as determined by an independent environmental consultant selected by Mortgagee under any applicable federal, state or local law, regulation or ordinance, or under any judicial or administrative order or judgment, or by any governmental person, board, commission or agency, because of or Purchaser in connection with the current environmental assessments and/or remediations performed pursuant to this section (“Remediation Costs”) from the prior seller of the Kings Mart Property owing an indemnity to Seller or future presencefrom TDEC, suspected presenceand if Purchaser has incurred Remediation Costs for which has not been reimbursed under this Section, Release such recovery shall first be applied to make Purchaser whole, and Purchaser shall promptly pay the proceeds, remaining, if any, to Sellers. (e) Without limiting the foregoing, if Seller notifies Purchaser in writing that Seller wishes to pursue the prior seller of the Kings Mart Property owing an indemnity to Seller or suspected Release TDEC for recovery of a Hazardous Substance into the air, soil, groundwater, or surface water at, on, about, under or within the Premises or any portion thereof, Mortgagor shall Seller’s Remediation Costs and Purchaser does not commence recovery actions and diligently pursue such actions within thirty (30) days after written demand the date of the notice, Seller may pursue such recovery actions in Seller’s name, at Seller’s cost and without causing Purchaser to incur any liabilities or obligations in respect thereof and Purchaser shall assign any rights to such recovery to Seller (without prejudicing Purchaser’s rights in respect of the indemnity as to other and future matters covered by Mortgagee for such indemnity). After Seller has been reimbursed Seller’s costs incurred in seeking such recovery and the performance (Remediation Costs paid or within such shorter time as may be required under applicable lawreimbursed by Seller, regulation, ordinance, order or agreement), commence and thereafter diligently prosecute to completion all such Remedial Work Seller shall reimburse Purchaser an amount equal to the extent required by lawlesser of Purchaser’s Remediation Costs or any remaining funds recovered. All Remedial Work The covenants set forth in this Section 8.9 shall be performed by contractors approved in advance by Mortgagee and under survive the supervision of a consulting engineer approved in advance by Mortgagee (which approval in each case shall not be unreasonably withheld or delayed). All costs and expenses of such Remedial Work (including without limitation the reasonable fees and expenses of Mortgagee’s counsel) incurred in connection with monitoring or review of the Remedial Work shall be paid by Mortgagor to Mortgagee within fifteen (15) days following Mortgagor’s written demand therefor. If Mortgagor shall fail or neglect to timely commence or cause to be commenced, or shall fail to diligently prosecute to completion, such Remedial Work, Mortgagee may (but shall not be required to) cause such Remedial Work to be performed; and all costs and expenses thereof, or incurred in connection therewith (including, without limitation, the reasonable fees and expenses of Mortgagee’s counsel), shall be paid by Mortgagor to Mortgagee upon demand and shall be a part of the indebtedness secured hereby. There is no time limit on Mortgagor’s covenants hereunder, and Mortgagor hereby waives all present and future statutes of limitations as a defense to any action to enforce the provisions of Section 2.9 of this Security InstrumentClosing Date.

Remediation. If Tenant acknowledges that this lease is part of a sale/leaseback transaction and that Tenant was the previous owner and occupant of the Properties. Accordingly, if at any investigationtime during the Term any contamination of the Property by Hazardous Materials shall either occur or be discovered (even if such discovered contamination existed prior to the Term of this Lease), site monitoringexcluding only contamination covered by Landlord’s indemnity pursuant to Paragraph 8.7, containment(collectively, remediation“Tenant’s Contamination”), removalthen Tenant, restoration at Tenant’s sole cost and expense, shall promptly and diligently remove such Hazardous Materials from the Property or the groundwater underlying the Property to the extent required to comply with applicable Hazardous Materials Laws to restore the Property to the same condition which existed before Tenant’s Contamination. Tenant shall not take any required remedial action in response to any Tenant’s Contamination in or about the Property, or enter into any settlement agreement, consent, decree or other remedial work compromise in respect to any claims relating to any Tenant’s Contamination without first obtaining the prior written consent of Landlord, which may be subject to conditions imposed by Landlord as determined in Landlord’s commercially reasonable discretion, provided, however, Landlord’s prior written consent shall not be necessary in the event that the presence of Hazardous Materials on, under or about the Property (i) poses an immediate threat to the health, safety or welfare of any kind individual or nature (the “Remedial Work”ii) is reasonably desirable (of such a nature that an immediate remedial response is necessary and it is not possible to obtain Landlord’s consent before taking such action. Tenant and Landlord shall jointly prepare a remediation plan in compliance with all Hazardous Materials Laws and the case provisions of an operation this Lease. In addition to all other rights and maintenance program remedies of Landlord hereunder, if Tenant does not promptly and diligently take all steps to prepare and obtain all necessary approvals of a remediation plan for any Tenant’s Contamination, and thereafter commence the required remediation of any Hazardous Materials released or similar monitoring or preventative programs) or necessary, both as determined by an independent environmental consultant selected by Mortgagee under any applicable federal, state or local law, regulation or ordinance, or under any judicial or administrative order or judgment, or by any governmental person, board, commission or agency, because of or discharged in connection with the current or future presence, suspected presence, Release or suspected Release of a Hazardous Substance into the air, soil, groundwater, or surface water at, on, about, under or within the Premises or any portion thereof, Mortgagor shall Tenant’s Contamination within thirty (30) days after written demand by Mortgagee for the performance (or within such shorter time as may be required under applicable law, regulation, ordinance, order or agreement), commence all necessary approvals and consents have been obtained and thereafter diligently continue to prosecute such remediation to completion in accordance with an approved remediation plan, then Landlord, at its sole discretion, shall have the right, but not the obligation, after written notice to Tenant to cause such remediation to be accomplished, and Tenant shall reimburse Landlord within thirty (30) business days of Landlord’s demand for reimbursement of all amounts reasonably paid by Landlord, when such Remedial Work to the extent required demand is accompanied by law. All Remedial Work shall be performed reasonable proof of payment by contractors approved in advance by Mortgagee and under the supervision of a consulting engineer approved in advance by Mortgagee (which approval in each case shall not be unreasonably withheld or delayed). All costs and expenses of such Remedial Work (including without limitation the reasonable fees and expenses of Mortgagee’s counsel) incurred in connection with monitoring or review Landlord of the Remedial Work amounts demanded. Tenant shall be paid by Mortgagor promptly deliver to Mortgagee within fifteen (15) days following Mortgagor’s written demand therefor. If Mortgagor shall fail or neglect to timely commence or cause to be commencedLandlord, or shall fail to diligently prosecute to completion, such Remedial Work, Mortgagee may (but shall not be required to) cause such Remedial Work to be performed; legible copies of hazardous waste manifests reflecting the legal and proper disposal of all costs and expenses thereof, or incurred in connection therewith (including, without limitation, Hazardous Materials removed from the reasonable fees and expenses of Mortgagee’s counsel), shall be paid by Mortgagor to Mortgagee upon demand and shall be a Property as part of the indebtedness secured hereby. There is no time limit on MortgagorTenant’s covenants hereunder, and Mortgagor hereby waives all present and future statutes remediation of limitations as a defense to any action to enforce the provisions of Section 2.9 of this Security InstrumentTenant’s Contamination.

Remediation. (i) If any investigationHazardous Materials are released or found on, site monitoringunder, containment, remediation, removal, restoration or other remedial work about the Premises in violation of any kind Environmental Laws arising out of Tenant's or nature (the “Remedial Work”) is reasonably desirable (in the case of an operation and maintenance program or similar monitoring or preventative programs) or necessaryTenant's Parties' activities, both as determined by an independent environmental consultant selected by Mortgagee under any applicable federal, state or local law, regulation or ordinance, or under any judicial or administrative order or judgment, or by any governmental person, board, commission or agency, because of or in connection with the current Premises, Tenant must promptly take all actions, at Tenant's sole expense, necessary to investigate and remediate the release or future presencepresence of such Hazardous Materials on, suspected presenceunder, Release or about the Premises in accordance with Environmental Laws and the requirements of all Agencies. However, unless an emergency situation exists that requires immediate action, Landlord's written approval of these actions will first be obtained, and the approval will not be unreasonably withheld. Landlord's right of prior approval of these actions includes, but is not limited to, the selection of any environmental consultant to perform work on or related to the Premises, the scope of work, and sampling activities to be performed by the consultant before the report is final. Tenant will provide Landlord with at least three (3) business days' advance notice of any sampling, and upon request of Landlord, will split samples with Landlord. Tenant will also promptly provide Landlord with the results of any test, investigation, or inquiry conducted by or on behalf of Tenant or Tenant's Parties in connection with the presence or suspected Release presence of a Hazardous Substance into the airMaterials on, soil, groundwater, or surface water at, onunder, about, under or within from the Premises. Tenant must notify Landlord in advance and give Landlord the right to participate in any oral or written communications with regulatory agencies concerning environmental conditions on or arising from the Premises. Landlord has the right, but not the obligation, to assume control of any required remediation on the Premises at Tenant's expense if Tenant fails to notify Landlord and obtain Landlord's approvals as required under Section 44(h). Upon Landlord's reasonable request following Tenant's completion of any remediation of the Premises, Tenant shall deliver to Landlord a letter from the applicable Agency stating that the remediation was undertaken in accordance with all applicable Environmental Laws and that any residual contamination remaining after the remediation does not pose a threat to human health or the environment. (ii) If Tenant or Tenant's Parties have caused a release of Hazardous Materials that results in or threatens to result in Hazardous Materials becoming present on, under, or about the Premises, threatens public health or safety or the environment, or is in noncompliance with any portion thereofapplicable Environmental Laws or requirements of Section 44, Mortgagor shall Landlord may demand that Tenant promptly take action in accordance with Section 44(h)(i). If Tenant does not respond within thirty forty- five (3045) days after written demand by Mortgagee for the performance (or within such shorter time unless there is an emergency, in which case Tenant must respond as may be required under applicable lawsoon as practicable, regulation, ordinance, order or agreementbut not less than three (3) days), commence Landlord has the right, but not the obligation, to enter onto the Premises and thereafter diligently prosecute take all actions reasonably necessary to completion all such Remedial Work to investigate and fully remediate the extent required by law. All Remedial Work release or noncompliance at Tenant's sole expense (provided Tenant shall be performed by contractors approved in advance by Mortgagee and seek reimbursement under the supervision R&H Indemnity or contribution from any other potentially responsible party) which sums will be immediately due and payable upon receipt of a consulting engineer approved in advance by Mortgagee (which approval in each case shall not be unreasonably withheld or delayed). All costs an invoice and expenses of such Remedial Work (including without limitation the reasonable fees and expenses of Mortgagee’s counsel) incurred in connection with monitoring or review of the Remedial Work shall be paid by Mortgagor to Mortgagee within fifteen (15) days following Mortgagor’s written demand therefor. If Mortgagor shall fail or neglect to timely commence or cause to be commenced, or shall fail to diligently prosecute to completion, such Remedial Work, Mortgagee may (but shall not be required to) cause such Remedial Work to be performed; and all costs and expenses thereof, or incurred in connection therewith (including, without limitation, the reasonable fees and expenses of Mortgagee’s counsel), shall be paid by Mortgagor to Mortgagee upon demand and shall be a part of the indebtedness secured hereby. There is no time limit on Mortgagor’s covenants hereunder, and Mortgagor hereby waives all present and future statutes of limitations as a defense to any action to enforce the provisions of Section 2.9 of will constitute additional rent under this Security InstrumentLease.

Remediation. If any investigation, site monitoring, containment, remediation, removal, restoration or other remedial work Purchaser will provide Seller with prompt written notice of any kind or nature (the “Remedial Work”) is reasonably desirable (in the case discovery of an operation and maintenance program or similar monitoring or preventative programs) or necessary, both as determined by an independent environmental consultant selected by Mortgagee under any applicable federal, state or local law, regulation or ordinance, or under any judicial or administrative order or judgment, or by any governmental person, board, commission or agency, because conditions that are potentially part of or in connection with the current or future presence, suspected presence, Release or suspected Release of a Hazardous Substance into the air, soil, groundwater, or surface water at, on, about, under or within the Premises or any portion thereof, Mortgagor Seller's Environmental Obligations. Seller shall within thirty (30) days after written demand by Mortgagee remain responsible for the cost and performance (or within such shorter time as may be required under applicable law, regulation, ordinance, order or agreement), commence and thereafter diligently prosecute to completion all such Remedial Work of Remediation Measures solely to the extent that such Remediation Measures are required by lawany Governmental Entity under Environmental, Health and Safety Laws, including Environmental, Health and Safety Laws amended or enacted after Closing and are part of Seller's Environmental Obligations or Seller's obligations under Article X hereof. All Remedial Work shall be performed by contractors approved in advance by Mortgagee and under In the supervision event of a consulting engineer approved in advance by Mortgagee (Third Party Claim seeking the performance of remediation measures, Purchaser shall comply with the notice requirements of Section 10.3(a) of this Agreement. In addition to performing tasks that are part of Seller's Environmental Obligations, Seller may undertake such Remediation Measures as they reasonably determine are required under Environmental, Health and Safety Law or which approval in each case they otherwise reasonably believe are appropriate but they shall not be obligated to do so under the terms hereof. In undertaking such Remediation Measures, Seller shall not unreasonably withheld or delayed). All costs interfere with the operation of the European Business and expenses Purchaser shall reasonably cooperate with Seller to facilitate Seller's performance and completion of such Remedial Work (Remediation Measures, including without limitation allowing reasonable access to the reasonable fees Facilities to Seller and expenses Seller's consultants and contractors. Seller shall not have any responsibility for the cost or performance of Mortgagee’s counsel) incurred in connection with monitoring Remediation Measures undertaken by Purchaser or review any Affiliate of Purchaser, except to the Remedial Work extent Purchaser is entitled to indemnification under Article X. With respect to any Remediation Measure undertaken by Seller pursuant to the second sentence of this paragraph, Seller shall be deemed to have discharged such undertaking and its obligations with respect thereto whenever it has paid by Mortgagor the cost of such Remediation Measure and it has received written notice from the pertinent Governmental Entity or Entities that no further material Remediation Measures are then required. Before submitting plans or reports to Mortgagee within fifteen (15) days following Mortgagor’s written demand thereforGovernmental Authorities, Seller will give Purchaser an opportunity to comment on such reports and plans, and will make reasonable good faith efforts to consider and address such comments. If Mortgagor shall fail or neglect to timely commence or cause to be commenced, or shall fail to diligently prosecute to completion, such Remedial Work, Mortgagee may (but Purchaser shall not be required to) cause have the right of approval over such Remedial Work to be performed; and all costs and expenses thereof, plans or incurred in connection therewith (including, without limitation, the reasonable fees and expenses of Mortgagee’s counsel), shall be paid by Mortgagor to Mortgagee upon demand and shall be a part of the indebtedness secured hereby. There is no time limit on Mortgagor’s covenants hereunder, and Mortgagor hereby waives all present and future statutes of limitations as a defense to any action to enforce the provisions of Section 2.9 of this Security Instrumentreports.

Remediation. (a) Seller shall, at its expense, promptly take such Remedial Action as it shall determine necessary for Seller to apply for the transfer order referred to in Section 3.3(j) hereof. If such application is not unconditionally approved for any investigationreason, site monitoringa Prohibited Transfer Condition shall be deemed to exist as of the thirtieth (30th) day after the date of such non-approval unless, containmenton or prior to such thirtieth day, remediation, removal, restoration or other remedial work Seller has delivered a Further Remediation Notice to Purchaser. Seller shall provide Purchaser with copies of any kind or nature correspondence with any Governmental Authority relating to the application referred to in Sectioin 3.3(j). (b) If Seller delivers a Further Remediation Notice to Purchaser, Seller shall undertake, at Seller's expense, to promptly complete the “Remedial Work”Action described in such Further Remediation Notice; provided, however, that, at any time following Seller's delivery of a Further Remediation Notice, Seller shall have the right, exercisable by written notice to Purchaser, to declare that a Prohibited Transfer Condition exists, and thereupon cease further Remedial Action. Seller shall keep Purchaser apprised of the status of the Remedial Action being undertaken by Seller pursuant to a Further Remediation Notice. (c) is reasonably desirable (If following a sale of the Vessel to Grand River, Grand River sells the Vessel in the case United States for scrap value, Seller shall pay to Grand River the amount of an operation and maintenance program or similar monitoring or preventative programs) or necessary, both as determined by an independent environmental consultant selected by Mortgagee under any applicable federal, state or local law, regulation or ordinance, or under any judicial or administrative order or judgment, or by any governmental person, board, commission or agency, because of or Remedial Action required in connection with such scrapping. Notwithstanding the current preceding sentence, Seller shall not have any obligation or future presence, suspected presence, Release or suspected Release of a Hazardous Substance into liability to pay the air, soil, groundwater, or surface water at, on, about, under or foregoing amount to Purchaser if Purchaser has not (i) within the Premises or any portion thereof, Mortgagor shall within thirty (30) days after written demand by Mortgagee for day period immediately following the performance (or within such shorter time as may be required under applicable law, regulation, ordinance, order or agreement), commence and thereafter diligently prosecute to completion all such Remedial Work to the extent required by law. All Remedial Work shall be performed by contractors approved in advance by Mortgagee and under the supervision of a consulting engineer approved in advance by Mortgagee (which approval in each case shall not be unreasonably withheld or delayed). All costs and expenses closing of such Remedial Work sale to Grand River, notified Seller in writing of Grand River's intention to sell the Vessel for scrap value and (including without limitation the reasonable fees and expenses of Mortgagee’s counselii) incurred in connection with monitoring or review actually completed such sale for scrap value within six (6) months of the Remedial Work shall be paid by Mortgagor to Mortgagee within fifteen (15) days following Mortgagor’s date of such written demand therefor. If Mortgagor shall fail or neglect to timely commence or cause to be commenced, or shall fail to diligently prosecute to completion, such Remedial Work, Mortgagee may (but shall not be required to) cause such Remedial Work to be performed; and all costs and expenses thereof, or incurred in connection therewith (including, without limitation, the reasonable fees and expenses of Mortgagee’s counsel), shall be paid by Mortgagor to Mortgagee upon demand and shall be a part of the indebtedness secured hereby. There is no time limit on Mortgagor’s covenants hereunder, and Mortgagor hereby waives all present and future statutes of limitations as a defense to any action to enforce the provisions of Section 2.9 of this Security Instrument.notice

Remediation. If at any investigationtime during the Lease Term any contamination of the Premises by Hazardous Materials shall occur where such contamination is caused by the act or omission of Tenant or Tenant’s Representatives (“Tenant’s Contamination"), site monitoringthen Tenant, containmentat Tenant’s sole cost and expense, remediationshall promptly and diligently remove such Hazardous Materials from the Premises or the groundwater underlying the Premises to the extent required to comply with applicable Hazardous Materials Laws. Tenant shall not take any required remedial action in response to any Tenant’s Contamination in or about the Premises or enter into any settlement agreement, removalconsent, restoration decree or other remedial work compromise in respect to any claims relating to any Tenant’s Contamination without first obtaining the prior written consent of Landlord, which may be subject to conditions imposed by Landlord as determined in Landlord’s sole discretion. Landlord and Tenant shall jointly prepare a remediation plan in compliance with all Hazardous Materials Laws and the provisions of this Lease. In addition to all other rights and remedies of the Landlord hereunder, if Tenant does not promptly and diligently take all steps to prepare and obtain all necessary approvals of a remediation plan for any Tenant’s Contamination, and thereafter commence the required remediation of any kind Hazardous Materials released or nature (the “Remedial Work”) is reasonably desirable (in the case of an operation and maintenance program or similar monitoring or preventative programs) or necessary, both as determined by an independent environmental consultant selected by Mortgagee under any applicable federal, state or local law, regulation or ordinance, or under any judicial or administrative order or judgment, or by any governmental person, board, commission or agency, because of or discharged in connection with the current or future presence, suspected presence, Release or suspected Release of a Hazardous Substance into the air, soil, groundwater, or surface water at, on, about, under or within the Premises or any portion thereof, Mortgagor shall Tenant’s Contamination within thirty (30) days after written demand by Mortgagee for the performance (or within such shorter time as may be required under applicable law, regulation, ordinance, order or agreement), commence all necessary approvals and consents have been obtained and thereafter diligently continue to prosecute such remediation to completion all in accordance with the approved remediation plan, then Landlord, at its sole discretion, shall have the right, but not the obligation, to cause such Remedial Work remediation to the extent required by law. All Remedial Work be accomplished, and Tenant shall be performed by contractors approved in advance by Mortgagee and under the supervision of a consulting engineer approved in advance by Mortgagee (which approval in each case shall not be unreasonably withheld or delayed). All costs and expenses of such Remedial Work (including without limitation the reasonable fees and expenses of Mortgagee’s counsel) incurred in connection with monitoring or review of the Remedial Work shall be paid by Mortgagor to Mortgagee reimburse Landlord within fifteen (15) business days following Mortgagorof Landlord’s written demand therefor. If Mortgagor shall fail or neglect to timely commence or cause to be commenced, or shall fail to diligently prosecute to completion, for reimbursement of all amounts reasonably paid by Landlord (together with interest on such Remedial Work, Mortgagee may (but shall not be required to) cause such Remedial Work to be performed; and all costs and expenses thereof, or incurred in connection therewith (including, without limitation, amounts at the reasonable fees and expenses of Mortgagee’s counselhighest lawful rate until paid), when such demand is accompanied by proof of payment by Landlord of the amounts demanded. Tenant shall be paid by Mortgagor promptly deliver to Mortgagee upon demand Landlord, copies of hazardous waste manifests reflecting the legal and shall be a proper disposal of all Hazardous Materials removed from the Premises as part of the indebtedness secured hereby. There is no time limit on MortgagorTenant’s covenants hereunder, and Mortgagor hereby waives all present and future statutes remediation of limitations as a defense to any action to enforce the provisions of Section 2.9 of this Security InstrumentTenant’s Contamination.

Remediation. Without limiting the indemnification, termination, dispute resolution, and other rights of Licensor hereunder, including Licensor’s termination rights set forth in Section 15.2.3 (Termination for Material Breach) and Section 15.2.5 (Termination for Anti- Corruption Violation): (a) If any investigation, site monitoring, containment, remediation, removal, restoration Licensor has a good faith belief that there has been or other remedial work of any kind or nature (the “Remedial Work”) is reasonably desirable likely to be a breach by Licensee or its Affiliates, Sublicensees, or Subcontractors of the compliance provisions of this Agreement and desires to have a discussion regarding same, then upon Licensor’s request, the Parties will convene a meeting of appropriate representatives from each Party within [***] Business Days after such request, which may at the request of Licensor be (in b) In the case of an operation any Compliance Breach or Compliance Finding, the Parties will promptly, but in any event within [***] Business Days, meet to discuss, and maintenance program Licensee will commence remediation of such Compliance Breach or similar monitoring Compliance Finding. If Licensee does not cure such Compliance Breach or preventative programs) Compliance Finding within [***] days after the conclusion of such meeting, then Licensor may deliver to Licensee a notice specifying the applicable Compliance Breach or necessaryCompliance Finding and the activities the subject of such Compliance Breach or Compliance Finding that Licensor desires that Licensee suspend (“Suspension Notice”), both as determined by an independent environmental consultant selected by Mortgagee under and Licensee will suspend its conduct of any applicable federal, state or local law, regulation or ordinance, or under any judicial or administrative order or judgment, or by any governmental person, board, commission or agency, because of or in connection with the current or future presence, suspected presence, Release or suspected Release such activities. Upon delivery of a Hazardous Substance into Suspension Notice, the air, soil, groundwater, Parties will work to develop a mutually acceptable remediation plan to address the applicable Compliance Breach or surface water at, on, about, under or Compliance Finding. If the Parties have not agreed on a remediation plan within the Premises or any portion thereof, Mortgagor shall within thirty (30) [***] days after written demand by Mortgagee for delivery of the performance Suspension Notice (or within such shorter time as may be required under applicable law, regulation, ordinance, order or agreement), commence and thereafter diligently prosecute agreement not to completion all such Remedial Work to the extent required by law. All Remedial Work shall be performed by contractors approved in advance by Mortgagee and under the supervision of a consulting engineer approved in advance by Mortgagee (which approval in each case shall not be unreasonably withheld or delayed). All costs and expenses of such Remedial Work (including without limitation the reasonable fees and expenses of Mortgagee’s counsel) incurred in connection with monitoring or review of the Remedial Work shall be paid by Mortgagor to Mortgagee within fifteen (15) days following Mortgagor’s written demand therefor. If Mortgagor shall fail or neglect to timely commence or cause to be commenced, or shall fail if at any time Licensee is not using its best efforts to diligently prosecute implement the remediation plan adopted by the Parties, then Licensor may deliver to completionLicensee a notice that it is permanently suspending the activities referenced in the Suspension Notice. In such case, Licensor and Licensee will reasonably cooperate to transition to Licensor Licensee’s activities referenced in the Suspension Notice with respect to the applicable Licensed Products so as to minimize disruption to such Remedial Workactivities. In all cases, Mortgagee may (but shall not be required to) cause Licensee will withdraw its personnel or employees involved in such Remedial Work to be performed; and all costs and expenses thereof, or incurred activities in connection therewith (including, without limitation, the reasonable fees and expenses of Mortgagee’s counsel), shall be paid by Mortgagor to Mortgagee upon demand and shall be a part of the indebtedness secured herebyprofessional manner. There is no time limit on Mortgagor’s covenants hereunder, and Mortgagor hereby waives all present and future statutes of limitations as a defense to any action to enforce the provisions of Section 2.9 of this Security Instrument.12.9

Remediation. If any investigation8.7.1 Seller and Shareholder shall be solely liable for the full cost of remedying the environmental issues set forth in the report that Strata Environmental (‘‘Strata’’) authored, site monitoring, containment, remediation, removal, restoration or other remedial work of any kind or nature which is attached as Exhibit O (the “Remedial Work”‘‘Strata Report’’) as well as additional costs, expenses and liabilities, whether known or unknown, related thereto or arising therefrom (the ‘‘Remediation’’). Following the Closing Date, Seller shall use its best efforts to advance the Remediation to completion in a timely manner. The Escrow Agreement covering the Remediation Escrow Amount (as defined below) shall provide that payments as directed by Seller and Purchaser shall be made out of the Remediation Escrow Amount by the Escrow Agent after receipt by the Escrow Agent of written directions from Seller and Purchaser. In the event Seller fails to advance the Remediation to completion in a timely manner following the Closing Date, Purchaser may assume (at the cost and expense of Seller) such duties and direct the Escrow Agent to make payments in accordance therewith without Seller’s consent upon 15 days prior written notice to Seller. 8.7.2 At the Closing, Purchaser shall deposit Fifty Thousand Dollars ($50,000.00) of the Purchase Price (the ‘‘Remediation Escrow Amount’’) into an account with the Mercantile Title Agency (the ‘‘Escrow Agent’’), pursuant to an escrow agreement in a form reasonably acceptable to the parties. The terms of the escrow agreement will incorporate the terms of this Section 8.7. The Remediation Escrow Amount shall serve as a source of funds for payment on behalf of Seller of the full cost of the Remediation. In the event the Remediation Escrow Amount is reasonably desirable insufficient to pay all of the costs associated with or related to the Remediation, Seller shall pay all such costs in excess of the 13 Table of Contents Remediation Escrow Amount. Other than portions of the Remediation Escrow Amount that are paid directly to third parties who are performing the Remediation, the Remediation Escrow Amount shall be held in escrow until such time as the Remediation is completed to the reasonable satisfaction of Purchaser (the ‘‘Remediation Escrow Period’’). Any funds remaining in the case Remediation Escrow Fund at the termination of an operation and maintenance program or similar monitoring or preventative programs) or necessary, both as determined by an independent environmental consultant selected by Mortgagee under any applicable federal, state or local law, regulation or ordinance, or under any judicial or administrative order or judgment, or by any governmental person, board, commission or agency, because of or in connection with the current or future presence, suspected presence, Release or suspected Release of a Hazardous Substance into the air, soil, groundwater, or surface water at, on, about, under or within the Premises or any portion thereof, Mortgagor shall within thirty (30) days after written demand by Mortgagee for the performance (or within such shorter time as may be required under applicable law, regulation, ordinance, order or agreement), commence and thereafter diligently prosecute to completion all such Remedial Work to the extent required by law. All Remedial Work Remediation Escrow Period shall be performed by contractors approved in advance by Mortgagee and under the supervision of a consulting engineer approved in advance by Mortgagee (which approval in each case shall not be unreasonably withheld or delayed). All costs and expenses of such Remedial Work (including without limitation the reasonable fees and expenses of Mortgagee’s counsel) incurred in connection with monitoring or review of the Remedial Work shall be paid by Mortgagor disbursed to Mortgagee within fifteen (15) days following Mortgagor’s written demand therefor. If Mortgagor shall fail or neglect to timely commence or cause to be commenced, or shall fail to diligently prosecute to completion, such Remedial Work, Mortgagee may (but shall not be required to) cause such Remedial Work to be performed; and all costs and expenses thereof, or incurred in connection therewith (including, without limitation, the reasonable fees and expenses of Mortgagee’s counsel), shall be paid by Mortgagor to Mortgagee upon demand and shall be a part of the indebtedness secured hereby. There is no time limit on Mortgagor’s covenants hereunder, and Mortgagor hereby waives all present and future statutes of limitations as a defense to any action to enforce the provisions of Section 2.9 of this Security InstrumentSeller.

Remediation. If ▇▇▇▇▇▇ agrees with Purchaser to remediate a Condition or is required by a governmental or regulatory agency to remediate a Condition, the following will govern the remediation: (a) Seller will be responsible for all negotiations and contacts with federal, state, and local agencies and authorities with regard to the Condition or remediation. Purchaser may not make any investigationindependent contacts with any agency, site monitoringauthority, containment, remediation, removal, restoration or other remedial work of any kind third party with respect to the Condition or nature (remediation and will keep all information regarding the “Remedial Work”) is reasonably desirable (Condition and remediation confidential, except in the case of an operation and maintenance program or similar monitoring or preventative programs) or necessary, both as determined by an independent environmental consultant selected by Mortgagee under any applicable federal, state or local law, regulation or ordinance, or under any judicial or administrative order or judgment, or by any governmental person, board, commission or agency, because of or in connection with the current or future presence, suspected presence, Release or suspected Release of a Hazardous Substance into the air, soil, groundwater, or surface water at, on, about, under or within the Premises or any portion thereof, Mortgagor shall within thirty (30) days after written demand by Mortgagee for the performance (or within such shorter time as may be required under applicable law, regulation, ordinance, order or agreement), commence and thereafter diligently prosecute to completion all such Remedial Work each instance to the extent required by applicable law. (b) Seller will remediate the Condition to the level agreed upon by Seller and Purchaser, but in no event will Seller be required to remediate the Condition beyond the level required by the Environmental Laws in effect on the Effective Time or the standard set forth in any Lease, contract or agreement by which the Assets are bound. All Remedial Work If the remediation is not complete prior to Closing, at Purchaser’s sole option, the affected Asset shall be performed temporarily removed from this Agreement (and the Preliminary Purchase Price shall be adjusted downward by contractors approved in advance by Mortgagee and under the supervision Allocated Value of such Asset) until completion of the remediation of such Condition. Upon completion of the remediation of a consulting engineer approved in advance by Mortgagee (which approval in each case Condition subsequent to the Closing, Purchaser shall not be unreasonably withheld or delayed). All costs and expenses remit the Allocated Value of such Remedial Work Asset to Seller and Seller shall transfer and convey such Asset to Purchaser, in accordance with the terms and conditions of this Agreement. (including without limitation c) Purchaser will grant and warrant access to the reasonable fees Assets after Closing to Seller, and expenses of Mortgagee’s counsel) incurred third parties conducting assessments or remediation, to the extent and as long as necessary to conduct and complete the assessment or remediation work, to remove equipment and facilities, and to perform any other activities reasonably necessary in connection with monitoring assessment or review remediation. (d) Purchaser will use its commercially reasonable efforts not to interfere with Seller’s ingress and egress or assessment or remediation activities. Seller will make reasonable efforts to perform the work so as to minimize disruption to Purchaser’s business activities and to the Assets. (e) Seller will continue remediation of the Remedial Work shall Condition until the first of the following occurs: (i) the appropriate governmental authorities provide written notice to Seller or Purchaser that no further remediation of the Conditions is required; or (ii) Seller and Purchaser, both acting reasonably, agree that the Condition has been remediated to the level required by the Environmental Laws or as set forth in any Lease, contract or agreement by which the Assets are bound. Upon the occurrence of either (i) or (ii) above, Seller will notify Purchaser that remediation of the Condition is complete and provide a copy of the notification described in subsection (i) above, if applicable. Upon delivery of Seller’s notice, Seller will be paid by Mortgagor to Mortgagee within fifteen released from all liability and have no further obligations under any provisions of this Agreement in connection with a Condition. (15f) days following Mortgagor’s written demand therefor. If Mortgagor shall fail Until Seller completes remediation of a Condition, Seller and Purchaser will each notify the other of any pending or neglect to timely commence or cause to be commencedthreatened claim, action, or shall fail proceeding by any authority or private party that relates to diligently prosecute to completionor would affect the environmental condition, such Remedial Work, Mortgagee may (but shall not be required to) cause such Remedial Work to be performed; and all costs and expenses thereofthe assessment, or incurred in connection therewith (including, without limitation, the reasonable fees and expenses of Mortgagee’s counsel), shall be paid by Mortgagor to Mortgagee upon demand and shall be a part remediation of the indebtedness secured hereby. There is no time limit on Mortgagor’s covenants hereunder, Assets. (g) If Seller will assess or remediate the Assets after Closing the Assignment and Mortgagor hereby waives all present Bill of Sale or other recordable instrument (as agreed by the Parties) will restate the rights and future statutes of limitations as a defense to any action to enforce the provisions of Section 2.9 obligations of this Security Instrumentsection.

Remediation. If ExxonMobil agrees with Buyer to remediate a Condition, the following will govern the remediation: (a) ExxonMobil will be responsible for all negotiations and contacts with federal, state, and local agencies and authorities with regard to the Condition. Buyer may not make any investigationindependent contacts with any agency, site monitoringauthority, containmentor other third party with respect to the Condition and will keep all information regarding the Condition confidential, except in each instance to the extent required by applicable law. (b) ExxonMobil will remediate the Condition to the level required by the Environmental Laws in effect on the Execution Date. (c) Buyer will grant access to the Interests and entry on the Property after Closing, at no cost to ExxonMobil, its Associated Parties, and third parties conducting assessments or remediation, removalto the extent and as long as reasonably necessary to conduct and complete the assessment or remediation work, restoration to remove equipment and facilities, and to perform any other activities reasonably necessary in connection with assessment or other remedial remediation. (d) Buyer will use reasonable efforts not to interfere with ExxonMobil’s ingress and egress or assessment or remediation activities. ExxonMobil will make reasonable efforts to perform the work so as to minimize disruption to Buyer’s business activities and to the Interests and the Property. In addition Buyer will provide the relevant regulatory agency any land use restrictions that may be necessary for ExxonMobil to remediate the Condition to the level required by the Environmental Laws in effect on the Execution Date. (e) ExxonMobil will continue remediation of any kind the Condition until the first of the following occurs: the appropriate governmental authorities provide written notice to ExxonMobil or nature (Buyer that no further remediation of the “Remedial Work”) Condition is required; or ExxonMobil has reasonably desirable (in determined that the case Condition has been remediated to the level required by the Environmental Laws or as agreed by the Parties. Upon such occurrence, ExxonMobil will notify Buyer that remediation, of an operation the Condition is complete and maintenance program or similar monitoring or preventative programs) or necessaryprovide a copy of the government notification described above, both as determined by an independent environmental consultant selected by Mortgagee if applicable. Upon delivery of ExxonMobil’s notice, ExxonMobil will be released from all liability and have no further obligations under any applicable federal, state or local law, regulation or ordinance, or under any judicial or administrative order or judgment, or by any governmental person, board, commission or agency, because provisions of or this Agreement in connection with the current or future presence, suspected presence, Release or suspected Release Condition covered by the notice to the same extent as described in Article 16. (f) Until ExxonMobil completes remediation of a Hazardous Substance into Condition, ExxonMobil and Buyer will each notify the airother of any pending or threatened Claim, soil, groundwateraction, or surface water atproceeding by any authority or private party that relates to or would affect the environmental condition, onthe assessment, aboutor the remediation of the Interests or Property. (g) After delivery of possession or Closing (whichever occurs first) and before ExxonMobil has completed remediation of a Condition, under if a leak, spill, or within discharge of any material or substance (“Occurrence”) occurs on the Premises Property or Interests, or any portion thereofpart of them, Mortgagor shall Buyer will promptly notify ExxonMobil, notify appropriate regulatory authorities, and act promptly to minimize the effects of the Occurrence. If a spill, leak or discharge occurs and ExxonMobil determines that it may affect the area where ExxonMobil is conducting remediation or assessment, Buyer will hire a consultant (who must be acceptable to ExxonMobil) to assess the effect of the Occurrence on the environmental condition of the Property, Interest, and ExxonMobil’s remediation work and the cost of the additional work required as the result of the Occurrence. Unless the Occurrence was caused solely by ExxonMobil, Buyer will be responsible for the incremental cost of remediating the impact of the Occurrence. If ExxonMobil elects to expand the remediation to incorporate the remediation of the Occurrence, Buyer will promptly pay its share of costs and expenses to ExxonMobil as the work is performed, within thirty (30) days after written demand by Mortgagee of receipt of invoices for the performance work (with supporting documentation). Payments not made timely will bear interest at a rate of [****]% per annum or within such shorter time the maximum lawful rate, whichever is less, compounded daily from the date of Buyer’s receipt of the invoice until paid. If the cost of the additional work equals or exceeds the cost which would have been incurred but for the Occurrence, ExxonMobil may elect to pay Buyer the cost that would have been incurred by ExxonMobil to complete the remediation but for the Occurrence. As consideration for this payment, Buyer will accept the Condition and environmental Condition of the Property and Interests as may be required under applicable lawthey exist on the date of the payment, regulationassume full responsibility for remediating the Property and Interests and related off site contamination in accordance with this Agreement, ordinanceand agree to release, order or agreement)not to ▇▇▇, commence indemnify, hold harmless, and thereafter diligently prosecute defend ExxonMobil and its Associated Parties as to completion all such Remedial Work Claims and Liabilities arising from the Occurrence to the same extent required as described in Article 16. (h) If ExxonMobil undertakes remediation as to any Interest in which ExxonMobil’s ownership was less than 100%, Buyer will ▇▇▇▇ the other working interest owners for their share of the remediation expenses (following receipt by law. All Remedial Work shall be performed by contractors approved in advance by Mortgagee and under the supervision Buyer of a consulting engineer approved in advance by Mortgagee (which approval in each case shall not be unreasonably withheld or delayedappropriate documentation). All costs and expenses Regardless of such Remedial Work whether Buyer recoups any amount from the other working interest owners, Buyer will refund to ExxonMobil, within sixty (including without limitation the reasonable fees and expenses of Mortgagee’s counsel) incurred in connection with monitoring or review of the Remedial Work shall be paid by Mortgagor to Mortgagee within fifteen (1560) days following Mortgagorof each ExxonMobil invoice, with documentation, any amounts expended by ExxonMobil over the amount formerly attributable to ExxonMobil’s written demand therefor. working interest share. (i) If Mortgagor shall fail ExxonMobil will assess or neglect to timely commence remediate the Interests or cause to be commenced, or shall fail to diligently prosecute to completion, such Remedial Work, Mortgagee may (but shall not be required to) cause such Remedial Work to be performed; and all costs and expenses thereof, or incurred in connection therewith (including, without limitationProperty after Closing, the reasonable fees Assignment and expenses ▇▇▇▇ of Mortgagee’s counsel), shall be paid by Mortgagor to Mortgagee upon demand Sale or other recordable instrument will restate the rights and shall be a part of the indebtedness secured hereby. There is no time limit on Mortgagor’s covenants hereunder, and Mortgagor hereby waives all present and future statutes of limitations as a defense to any action to enforce the provisions of Section 2.9 obligations of this Security InstrumentSection 18.03.

Remediation. If at any investigationtime during the Lease Term any contamination of the Leased Premises by Hazardous Materials shall occur ("Contamination"), site monitoringthen the parties shall determine the cause of such Contamination and the party responsible for the Contamination shall, containmentat its sole cost and expense, remediationpromptly and diligently contain, removalcontrol, restoration remediate and remove such Hazardous Materials from the Leased Premises as well as any adjacent property contaminated by such Hazardous Materials, to the extent reasonably possible but in any event in accordance with the requirements of the applicable Hazardous Materials Laws and industry standards then prevailing in the Hazardous Materials management and remediation industry in Colorado. However, the responsible party shall not take any required remedial action in response to any Contamination in, on or about the Leased Premises or enter into any settlement agreement, consent, decree or other remedial work compromise in respect to any claims relating to any Contamination without first notifying the other party of the responsible party's intention to do so and affording the other party the opportunity to appear, intervene or otherwise appropriately assert and protect its interest with respect thereto. In addition to all other rights and remedies of the parties hereunder, if the responsible party does not promptly and diligently take all steps to prepare and obtain all necessary approvals of a remediation plan for any Contamination, and thereafter commence the required remediation of any kind Hazardous Materials released or nature (the “Remedial Work”) is reasonably desirable (in the case of an operation and maintenance program or similar monitoring or preventative programs) or necessary, both as determined by an independent environmental consultant selected by Mortgagee under any applicable federal, state or local law, regulation or ordinance, or under any judicial or administrative order or judgment, or by any governmental person, board, commission or agency, because of or discharged in connection with Contamination within a reasonable time after a party has reasonably approved the current or future presenceresponsible party's remediation plan and all necessary approvals and consents have been obtained, suspected presence, Release or suspected Release of a Hazardous Substance into the air, soil, groundwater, or surface water at, on, about, under or within the Premises or any portion thereof, Mortgagor shall within thirty (30) days after written demand by Mortgagee for the performance (or within such shorter time as may be required under applicable law, regulation, ordinance, order or agreement), commence and thereafter diligently continue to prosecute said remediation to completion all such Remedial Work in accordance with the approved remediation plan, then the non-responsible party, at its sole discretion, shall have the right, but not the obligation, to the extent required by law. All Remedial Work shall be performed by contractors approved in advance by Mortgagee and under the supervision of a consulting engineer approved in advance by Mortgagee (which approval in each case shall not be unreasonably withheld or delayed). All costs and expenses of such Remedial Work (including without limitation the reasonable fees and expenses of Mortgagee’s counsel) incurred in connection with monitoring or review of the Remedial Work shall be paid by Mortgagor to Mortgagee within fifteen (15) days following Mortgagor’s written demand therefor. If Mortgagor shall fail or neglect to timely commence or cause said remediation to be commencedaccomplished, or shall fail to diligently prosecute to completion, such Remedial Work, Mortgagee may (but shall not be required to) cause such Remedial Work to be performed; and all costs and expenses thereof, or incurred in connection therewith (including, without limitation, the reasonable fees and expenses of Mortgagee’s counsel), shall be paid by Mortgagor to Mortgagee upon demand and shall be a reimbursed by the responsible party within forty-five (45) business days of such party's demand for reimbursement of all amounts paid by the non-responsible party (together with interest from the date of expenditure on said amounts at 6% per annum or the maximum amount permitted by law, whichever amount is greater, until paid), when said demand is accompanied by proof of payment by the non-responsible party of the amounts demanded. The responsible party shall promptly deliver to the other party copies of hazardous waste manifests reflecting the legal and proper disposal of all Hazardous Materials removed from the Leased Premises as part of the indebtedness secured hereby. There is no time limit on Mortgagor’s covenants hereunder, and Mortgagor hereby waives all present and future statutes responsible party's remediation of limitations as a defense to any action to enforce the provisions of Section 2.9 of this Security InstrumentContamination.

Remediation. If any investigationSubject to the terms of this Environmental Agreement, site monitoring, containment, remediation, removal, restoration or other remedial work of any kind or nature (the “Remedial Work”) is reasonably desirable (in the case of an operation and maintenance program or similar monitoring or preventative programs) or necessary, both as determined by an independent environmental consultant selected by Mortgagee under any applicable federal, state or local law, regulation or ordinance, or under any judicial or administrative order or judgment, or by any governmental person, board, commission or agency, because of or in connection with the current or future presence, suspected presence, Release or suspected Release of a Hazardous Substance into the air, soil, groundwater, or surface water at, on, about, under or within the Premises or any portion thereof, Mortgagor shall within thirty (30) days after written demand by Mortgagee for the performance Indemnitor agrees to promptly perform (or within such shorter time as may cause to be required under applicable lawpromptly performed) the environmental investigations and corrective actions necessary to remediate any Environmental Condition at the Property covered by the Indemnitor’s indemnification, regulation, ordinance, order or agreement), commence and thereafter diligently prosecute to completion all such Remedial Work to the extent required by lawthe IDEM and any other governmental authorities with jurisdiction over the Hazardous Substances and contamination at the Property. All Remedial Work As used herein, “Remediation” means (i) performing environmental property assessment activities (which may include taking soil borings and the installation, sampling and maintaining of groundwater monitoring ▇▇▇▇▇ and/or other monitoring points and related activities) on the Property to complete an assessment of the Property as required by IDEM or other governmental authorities or any court of competent jurisdiction; and (ii) performing corrective action to diligently remediate such Hazardous Substances consistent with the rules, regulations and requirements of IDEM or other governmental authorities or any court of competent jurisdiction. Any such remediation shall be considered complete upon achievement of the Remediation Objectives. Upon termination of the remediation, the Indemnitor shall decommission any remaining monitoring points and other corrective action equipment and restore the surface of the Property affected by the decommissioning to substantially the same condition which existed prior to such decommissioning in accordance with the rules and regulations of IDEM or other applicable government authority. The Parties further agree and understand there is currently a voluntary remediation being performed by contractors approved in advance by Mortgagee and under the supervision Commission pursuant to IDEM’s Voluntary Remediation Program. This remediation shall be considered complete upon the date IDEM issues a Certificate of Completion, or the equivalent, together with a consulting engineer approved in advance by Mortgagee (which approval in each case shall covenant not be unreasonably withheld to sue, or delayed). All costs and expenses of such Remedial Work (including without limitation the reasonable fees and expenses of Mortgagee’s counsel) incurred in connection with monitoring or review equivalent that addresses all of the Remedial Work shall be paid by Mortgagor Environmental Conditions identified in the VRA to Mortgagee within fifteen IDEM’s satisfaction (15) days following Mortgagor’s written demand therefor. If Mortgagor shall fail or neglect to timely commence or cause to be commenced, or shall fail to diligently prosecute to completion, such Remedial Work, Mortgagee may (but shall not be required to) cause such Remedial Work to be performed; and all costs and expenses thereof, or incurred in connection therewith (including, without limitation, the reasonable fees and expenses of Mortgagee’s counsel“Remediation Completion Date”), shall be paid by Mortgagor to Mortgagee upon demand and shall be a part of the indebtedness secured hereby. There is no time limit on Mortgagor’s covenants hereunder, and Mortgagor hereby waives all present and future statutes of limitations as a defense to any action to enforce the provisions of Section 2.9 of this Security Instrument.

Remediation. If at any investigationtime during the Term any contamination of the Premises or the Improvements by Hazardous Materials shall occur where such contamination is caused by the act or omission of Lessee or Lessee’s Parties (“Lessee Contamination”), site monitoringthen Lessee or Lessee’s Parties, containmentat their sole cost and expense, remediationshall promptly and diligently remove such Hazardous Materials from the Premises and the Improvements, removalor the groundwater underlying the Premises, restoration to the extent reasonably possible in accordance with the requirements of the applicable Hazardous Materials Laws and industry standards then prevailing in the Hazardous Materials management and remediation industry in the State. However, Lessee shall not take any required remedial action in response to any Lessee Contamination in or about the Premises or the Improvements or enter into any settlement agreement, consent, decree or other remedial work compromise in respect to any claims relating to any Lessee Contamination without first notifying Lessor of ▇▇▇▇▇▇’s intention to do so and affording Lessor the opportunity to appear, intervene or otherwise appropriately assert and protect ▇▇▇▇▇▇’s interest with respect thereto. In addition to all other rights and remedies of the Lessor hereunder, if ▇▇▇▇▇▇ does not promptly and diligently take all steps to prepare and obtain all necessary approvals of a remediation plan for any Lessee Contamination, and thereafter commence the required remediation of any kind Hazardous Materials released or nature (the “Remedial Work”) is reasonably desirable (in the case of an operation and maintenance program or similar monitoring or preventative programs) or necessary, both as determined by an independent environmental consultant selected by Mortgagee under any applicable federal, state or local law, regulation or ordinance, or under any judicial or administrative order or judgment, or by any governmental person, board, commission or agency, because of or discharged in connection with the current or future presence, suspected presence, Release or suspected Release of a Hazardous Substance into the air, soil, groundwater, or surface water at, on, about, under or within the Premises or any portion thereof, Mortgagor shall Lessee Contamination within thirty (30) days after written demand by Mortgagee for the performance (or within such shorter time as may be required under applicable law, regulation, ordinance, order or agreement), commence Lessor has reasonably approved ▇▇▇▇▇▇’s remediation plan and all necessary approvals and consents have been obtained and thereafter diligently continue to prosecute said remediation to completion all such Remedial Work in accordance with the approved remediation plan, then Lessor, in its sole discretion, shall have the right, but not the obligation, to the extent required by law. All Remedial Work cause said remediation to be accomplished, and Lessee shall be performed by contractors approved in advance by Mortgagee and under the supervision of a consulting engineer approved in advance by Mortgagee (which approval in each case shall not be unreasonably withheld or delayed). All costs and expenses of such Remedial Work (including without limitation the reasonable fees and expenses of Mortgagee’s counsel) incurred in connection with monitoring or review of the Remedial Work shall be paid by Mortgagor to Mortgagee reimburse Lessor within fifteen (15) business days following Mortgagorof Lessor’s written demand therefor. If Mortgagor shall fail or neglect to timely commence or cause to be commenced, or shall fail to diligently prosecute to completion, such Remedial Work, Mortgagee may for reimbursement of all amounts reasonably paid by Lessor (but shall not be required to) cause such Remedial Work to be performed; and all costs and expenses thereof, or incurred in connection therewith (including, without limitation, together with interest on said amounts at the reasonable fees and expenses rate of Mortgagee’s counsel10% until paid), when said demand is accompanied by proof of payment by ▇▇▇▇▇▇ of the amounts demanded. Lessee shall be paid by Mortgagor promptly deliver to Mortgagee upon demand Lessor copies of hazardous waste manifests reflecting the legal and shall be a proper disposal of all Hazardous Materials removed from the Premises or the Improvements as part of the indebtedness secured hereby. There is no time limit on MortgagorLessee’s covenants hereunder, and Mortgagor hereby waives all present and future statutes remediation of limitations as a defense to any action to enforce the provisions of Section 2.9 of this Security InstrumentLessee Contamination.

Remediation. If Notwithstanding any investigationother provision in this Lease, site monitoringshould any Hazardous Substance or Pollution Condition be identified, containmentunearthed, remediationor otherwise discovered on, removal, restoration at or emanating from the Premises after the Effective Date of this Lease and such Hazardous Substance or Pollution Condition require response or other remedial work action to address it as required by applicable Environmental Law or this Lease, and provided further that said presence of any kind Hazardous Substance or nature (the “Remedial Work”) is reasonably desirable (in the case of an operation and maintenance program or similar monitoring or preventative programs) or necessary, both as determined Pollution Condition was not caused by an independent environmental consultant selected by Mortgagee under any applicable federal, state or local law, regulation or ordinance, or under any judicial or administrative order or judgment, Tenant or by any governmental personact of Tenant’s employees, boardagents, commission contractors, invitees, or agencyany other person entering upon the Premises after the Effective Date, because then Authority shall promptly respond to and address the Pollution Condition in material compliance with all applicable Environmental Laws, provided however, that if Tenant has responded to or addressed said Hazardous Substance pursuant to the terms of this Lease, then Authority shall promptly reimburse Tenant for all of Tenant’s costs incurred in such response or other actions. Notwithstanding any other provision in this Lease, including especially Section VIII(G) related to identification of and response to Pollution Conditions, if Tenant identifies subsurface conditions which may or do constitute a Pollution Condition or otherwise threaten or actually impair or impede construction activity during construction of Tenant’s Leasehold Improvements on the Premises, including, but not limited to existing buried inactive fuel piping, then (a) Tenant shall promptly inform Authority of such discovery, (b) Tenant may, after obtaining the Authority’s consent either, proceed with its construction activities, including but not limited to excavation, management and/or disposal of wastes, contaminated soils, debris and piping in compliance with applicable Environmental Laws, or, if Authority does not consent to Tenant undertaking such activities, or Tenant elects not to do so, then Authority shall excavate, manage, and/or dispose of the contaminated soils, debris and piping in compliance with applicable Environmental Laws and in a manner so as not to cause delay in the construction, (c) Authority or its designee shall take the steps reasonably required by Tenant or its contractors to coordinate for the disposal of such wastes (provided that in no case shall Tenant be designated as the “generator” of such waste materials), and (d) Authority shall be responsible and reimburse Tenant for all of Tenant’s costs and damages arising from or related to such activities; or Tenant may, at its election, credit such costs and damages it incurs against any Rent due under this Lease. In connection with the current or future presence, suspected presence, Release or suspected Release construction of a Hazardous Substance into the air, soil, groundwater, or surface water at, on, about, under or within proposed improvements to the Premises or any portion thereofand Ramp by both Tenant and the Authority, Mortgagor shall within thirty (30) days after written demand by Mortgagee for both parties undertake and commit to reasonably minimize the performance (or within such shorter time as may be required under applicable law, regulation, ordinance, order or agreement), commence and thereafter diligently prosecute to completion all such Remedial Work to the extent required by law. All Remedial Work shall be performed by contractors approved in advance by Mortgagee and under the supervision of a consulting engineer approved in advance by Mortgagee (which approval in each case shall not be unreasonably withheld or delayed). All costs and expenses disturbance of such Remedial Work (areas, including without limitation protecting against excessive run-off of soil during the reasonable fees and expenses of Mortgagee’s counsel) incurred in connection with monitoring or review construction phase of the Remedial Work shall be paid by Mortgagor to Mortgagee within fifteen (15) days following Mortgagor’s written demand therefor. If Mortgagor shall fail or neglect to timely commence or cause to be commencedproject, or shall fail to diligently prosecute to completion, such Remedial Work, Mortgagee may (but shall not be required to) cause such Remedial Work to be performed; and all costs and expenses thereof, or incurred in connection therewith (including, without limitation, the reasonable fees and expenses of Mortgagee’s counsel), shall be paid by Mortgagor to Mortgagee upon demand and shall be a part of the indebtedness secured hereby. There is no time limit on Mortgagor’s covenants hereunder, and Mortgagor hereby waives all present and future statutes of limitations as a defense to compliance with any action to enforce the provisions of Section 2.9 of this Security Instrumentapplicable Environmental Laws.

Remediation. If any investigation, site monitoring, containment, remediation, removal, restoration or other remedial work the Phase 2 Report identifies as a REC Impact the presence of any kind or nature (the “Remedial Work”) is reasonably desirable (Hazardous Substances in the case REC Area at levels exceeding the Method A Industrial Cleanup Level or Method C Industrial Cleanup Level (if an Industrial Cleanup Level does not exist under Method A for a particular substance) applicable to such Hazardous Substances ("Cleanup Levels"), as such levels are established under MTCA in Washington Administrative Code ("WAC") Section ▇▇▇-▇▇▇-▇▇▇ (as amended on February 12, 2001 and effective on August 15, 2001), then Buyer shall obtain proposals for Remediation of an operation and maintenance program or similar monitoring or preventative programssuch REC Impacts as follows. Within fifteen days of receipt of the Phase 2 Report, Buyer shall seek proposals (on a not-to-exceed basis) or necessary, both as determined by an independent environmental for Remediation of such REC Impacts from one consultant selected by Mortgagee under Buyer and one consultant selected by Seller. The proposals shall be limited to the most cost-effective Remediation of the REC Impacts detected in the REC Area above the Cleanup Levels and shall contemplate a Remediation pursuant to the Voluntary Cleanup Program with the Washington Department of Ecology; provided that in no event shall the Remediation include remediation of pesticides relating to current or historic pesticide application on the Real Property or its surroundings. Should Buyer elect to remediate any pesticides detected, Buyer shall solely bear all costs related to such remediation. Buyer shall select the consultant proposing the least cost alternative ("Remediation Consultant"). Both parties agree that the selection of a Remediation Consultant shall not waive any attorney-client privilege either party may have with such consultant. Buyer shall promptly and diligently implement the Remediation. In any event, Buyer shall begin such Remediation (by at a minimum engaging the Remediation Consultant) within ninety (90) days of closing. Buyer shall be primarily responsible for preparation, submission, negotiation, amendment and implementation of the Remediation with any applicable federalGovernmental Authority that may have jurisdiction over such Remediation. Buyer shall control such Remediation, state or local lawincluding but not limited to the approach to be taken in all communications with Governmental Authorities. Buyer shall provide Seller with copies of any reports, regulation or ordinancedata, or under plans, submissions, and correspondence to any judicial or administrative order or judgmentGovernmental Authority sufficiently in advance of such submission to allow Seller to meaningfully comment on same. Seller shall timely provide any such comments to Buyer, or by in any governmental person, board, commission or agency, because event within seven (7) days of or in connection receipt of submissions from Seller. Buyer shall cooperate with Seller and reasonably attempt to address any concerns of Seller. Buyer may proceed with the current Remediation notwithstanding Seller's objections, if Buyer and Seller are unable to resonably agree on a resolution of Seller's objections or future presence, suspected presence, Release or suspected Release of a Hazardous Substance into the air, soil, groundwater, or surface water at, on, about, under or concerns within the Premises or any portion thereof, Mortgagor shall within thirty seven (307) days after written demand by Mortgagee for the performance (or within such shorter time as may be required under applicable law, regulation, ordinance, order or agreement), commence and thereafter diligently prosecute to completion of Buyer's receipt thereof. Buyer shall also timely provide Seller with copies of all such Remedial Work materials received from such Governmental Authorities. Any Remediation conducted pursuant to this Section 12.2.2, must be conducted diligently by Buyer and the extent required by law. All Remedial Work shall be performed by contractors approved in advance by Mortgagee and under the supervision of a consulting engineer approved in advance by Mortgagee (which approval in each case shall not be unreasonably withheld or delayed). All costs and expenses of such Remedial Work (including without limitation the reasonable fees and expenses of Mortgagee’s counsel) incurred in connection with monitoring or review of the Remedial Work shall be paid by Mortgagor to Mortgagee within fifteen (15) days following Mortgagor’s written demand therefor. If Mortgagor shall fail or neglect to timely commence or cause to be commenced, or shall fail to diligently prosecute to completion, such Remedial Work, Mortgagee may (but shall not be required to) cause such Remedial Work to be performed; and all costs and expenses thereof, or incurred in connection therewith (including, without limitation, the reasonable fees and expenses of Mortgagee’s counsel), shall be paid by Mortgagor to Mortgagee upon demand and shall be a part of the indebtedness secured hereby. There is no time limit on Mortgagor’s covenants hereunderRemediation Consultant, and Mortgagor hereby waives all present and future statutes of limitations as a defense Buyer shall proceed diligently to obtain any action to enforce the provisions of Section 2.9 of this Security Instrumentrequired governmental approvals.

Remediation. If any investigation, site monitoring, containment, remediation, removal, restoration or other remedial work of any kind or nature (the “Remedial Work”) is reasonably desirable (in the case of an operation and maintenance program or similar monitoring or preventative programs) or necessary, both as determined by an independent environmental consultant selected by Mortgagee Beneficiary under any applicable federal, state or local law, regulation or ordinance, or under any judicial or administrative order or judgment, or by any governmental person, board, commission or agency, because of or in connection with the current or future presence, suspected presence, Release or suspected Release of a Hazardous Substance into the air, soil, groundwater, or surface water at, on, about, under or within the Premises or any portion thereof, Mortgagor Grantor shall within thirty (30) days after written demand by Mortgagee Beneficiary for the performance (or within such shorter time as may be required under applicable law, regulation, ordinance, order or agreement), commence and thereafter diligently prosecute to completion all such Remedial Work to the extent required by law. All Remedial Work shall be performed by contractors approved in advance by Mortgagee Beneficiary and under the supervision of a consulting engineer approved in advance by Mortgagee Beneficiary (which approval in each case shall not be unreasonably withheld or delayed). All costs and expenses of such Remedial Work (including without limitation the reasonable fees and expenses of MortgageeBeneficiary’s counsel) incurred in connection with monitoring or review of the Remedial Work shall be paid by Mortgagor Grantor to Mortgagee Beneficiary within fifteen (15) days following MortgagorGrantor’s written demand therefor. If Mortgagor Grantor shall fail or neglect to timely commence or cause to be commenced, or shall fail to diligently prosecute to completion, such Remedial Work, Mortgagee Beneficiary may (but shall not be required to) cause such Remedial Work to be performed; and all costs and expenses thereof, or incurred in connection therewith (including, without limitation, the reasonable fees and expenses of MortgageeBeneficiary’s counsel), shall be paid by Mortgagor Grantor to Mortgagee Beneficiary upon demand and shall be a part of the indebtedness secured hereby. There is no time limit on MortgagorGrantor’s covenants hereunder, and Mortgagor Grantor hereby waives all present and future statutes of limitations as a defense to any action to enforce the provisions of Section 2.9 of this Security Instrument.

Remediation. If any investigation, site monitoring, containment, remediation, removal, restoration or other remedial work of any kind or nature (the “Remedial Work”) is reasonably desirable (in the case of an operation and maintenance program or similar monitoring or preventative programs) or necessary, both as determined by an independent environmental consultant selected by Mortgagee under any applicable federal, state or local law, regulation or ordinance, or under any judicial or administrative order or judgment, or by any governmental person, board, commission or agency, because of or in connection with the current or future presence, suspected presence, Release or suspected Release of a Hazardous Substance into the air, soil, groundwater, or surface water at, on, about, under or within the Premises or any portion thereof, Mortgagor Seller shall within thirty (30) days after written demand by Mortgagee remain responsible for the cost and performance (or within such shorter time as may be required under applicable law, regulation, ordinance, order or agreement), commence and thereafter diligently prosecute to completion all such Remedial Work of Remediation Measures solely to the extent that such Remediation Measures are required under Environmental Law by lawany Governmental Body and are part of the Excluded Liabilities. All Remedial Work shall be performed by contractors approved in advance by Mortgagee and In addition, Seller may undertake such Remediation Measures as it reasonably determines are required under the supervision of a consulting engineer approved in advance by Mortgagee (Environmental Law or which approval in each case it otherwise reasonably believes are appropriate but it shall not be unreasonably withheld obligated to do so under the terms hereof. Notwithstanding the foregoing, Seller shall have no obligation to undertake Remediation Measures in respect of environmental conditions that are assumed by the Buyer, including but not limited to any FOP Decommissioning Costs. Neither shall the Seller have any responsibility for the cost or delayedperformance of Remediation Measures undertaken by the Buyer, any Buyer Subsidiary or any Affiliate of Buyer or of any Buyer Subsidiary, except to the extent such costs are included in Losses (as defined in Section 12.3(a)) for which the Buyer or such Buyer Subsidiary is entitled to indemnification under Article 12. All costs With respect to any Remediation Measure undertaken by Seller pursuant to the first sentence of this paragraph, Seller shall be deemed to have discharged such undertaking and expenses its obligations with respect thereto whenever it has paid the cost of such Remedial Work (including without limitation Remediation Measure and it has either received written notice from the pertinent Governmental Body or Bodies that no further material Remediation Measures are then required or, if such Governmental Body or Bodies have not responded within a reasonable fees time to Seller's request for such written notice, whenever Seller has reasonably and expenses of Mortgagee’s counsel) incurred in connection with monitoring or review of the Remedial Work shall be paid by Mortgagor to Mortgagee within fifteen (15) days following Mortgagor’s written demand therefor. If Mortgagor shall fail or neglect to timely commence or cause to be commenced, or shall fail to diligently prosecute to completion, good faith determined that no such Remedial Work, Mortgagee may (but shall not be required to) cause such Remedial Work to be performed; and all costs and expenses thereof, or incurred in connection therewith (including, without limitation, the reasonable fees and expenses of Mortgagee’s counsel), shall be paid by Mortgagor to Mortgagee upon demand and shall be a part of the indebtedness secured hereby. There is no time limit on Mortgagor’s covenants hereunder, and Mortgagor hereby waives all present and future statutes of limitations as a defense to any action to enforce the provisions of Section 2.9 of this Security Instrumentfurther material Remediation Measures are then required.

Remediation. If ▇▇▇▇▇▇ agrees with Purchaser to remediate a Condition or is required by a governmental or regulatory agency to remediate a Condition, the following will govern the remediation: (a) Seller will be responsible for all negotiations and contacts with federal, state, and local agencies and authorities with regard to the Condition or remediation. Purchaser may not make any investigationindependent contacts with any agency, site monitoringauthority, containment, remediation, removal, restoration or other remedial work of any kind third party with respect to the Condition or nature (remediation and will keep all information regarding the “Remedial Work”) is reasonably desirable (Condition and remediation confidential, except in the case of an operation and maintenance program or similar monitoring or preventative programs) or necessary, both as determined by an independent environmental consultant selected by Mortgagee under any applicable federal, state or local law, regulation or ordinance, or under any judicial or administrative order or judgment, or by any governmental person, board, commission or agency, because of or in connection with the current or future presence, suspected presence, Release or suspected Release of a Hazardous Substance into the air, soil, groundwater, or surface water at, on, about, under or within the Premises or any portion thereof, Mortgagor shall within thirty (30) days after written demand by Mortgagee for the performance (or within such shorter time as may be required under applicable law, regulation, ordinance, order or agreement), commence and thereafter diligently prosecute to completion all such Remedial Work each instance to the extent required by applicable law. (b) Seller will remediate the Condition to the level agreed upon by Seller and Purchaser, but in no event will Seller be required to remediate the Condition beyond the level required by the Environmental Laws in effect on the Effective Time. All Remedial Work shall be performed by contractors approved in advance by Mortgagee If the remediation is not complete prior to Closing, at its sole option, Seller may require Purchaser to remit at Closing the Allocated Value for the Asset without adjustment for the Condition and under deposit the supervision amount representing the estimated remediation cost into an escrow account for these purposes. If the actual cost to remediate exceeds the escrowed amount, Purchaser will pay the additional costs to remediate the Condition to Seller within five (5) days following completion of a consulting engineer approved in advance by Mortgagee the remediation. (which approval in each case shall not be unreasonably withheld c) Purchaser will grant and warrant access to the Assets after Closing to Seller, and third parties conducting assessments or delayed). All costs remediation, to the extent and expenses of such Remedial Work (including without limitation as long as necessary to conduct and complete the reasonable fees assessment or remediation work, to remove equipment and expenses of Mortgagee’s counsel) incurred facilities, and to perform any other activities reasonably necessary in connection with monitoring assessment or review remediation. (d) Purchaser will use its commercially reasonable efforts not to interfere with Seller’s ingress and egress or assessment or remediation activities. Seller will make reasonable efforts to perform the work so as to minimize disruption to Purchaser’s business activities and to the Assets. (e) Seller will continue remediation of the Remedial Work shall Condition until the first of the following occurs: (i) the appropriate governmental authorities provide written notice to Seller or Purchaser that no further remediation of the Conditions is required; or (ii) Seller and ▇▇▇▇▇▇▇▇▇, both acting reasonably, agree that the Condition has been remediated to the level required by the Environmental Laws. Upon the occurrence of either (i) or (ii) above, Seller will notify Purchaser that remediation of the Condition is complete and provide a copy of the notification described in subsection (i) above, if applicable. Upon delivery of Seller’s notice, Seller will be paid by Mortgagor to Mortgagee within fifteen released from all liability and have no further obligations under any provisions of this Agreement in connection with a Condition. (15f) days following Mortgagor’s written demand therefor. If Mortgagor shall fail Until Seller completes remediation of a Condition, Seller and Purchaser will each notify the other of any pending or neglect to timely commence or cause to be commencedthreatened claim, action, or shall fail proceeding by any authority or private party that relates to diligently prosecute to completionor would affect the environmental condition, such Remedial Work, Mortgagee may (but shall not be required to) cause such Remedial Work to be performed; and all costs and expenses thereofthe assessment, or incurred the remediation of the Assets. (g) If Seller undertakes remediation as to any Asset in connection therewith which Seller’s ownership was less than 100%, Seller will invoice Purchaser monthly for the amount owed by such other working interest owners for their share of the remediation expenses until the remediation is completed and Purchaser will in turn bill the other working interest owners. Regardless of whether Purchaser recoups any amount from the other working interest owners, Purchaser will refund to Seller, within sixty (including, without limitation60) days, the reasonable fees amount of each such Seller invoice. (h) If Seller will assess or remediate the Assets after Closing the Assignment and expenses Bill of Mortgagee’s counsel), shall be paid Sale or other recordable instrument (as agreed by Mortgagor to Mortgagee upon demand the Parties) will restate the rights and shall be a part of the indebtedness secured hereby. There is no time limit on Mortgagor’s covenants hereunder, and Mortgagor hereby waives all present and future statutes of limitations as a defense to any action to enforce the provisions of Section 2.9 obligations of this Security Instrumentsection.

Remediation. Without limiting the indemnification, termination, dispute resolution, and other rights of Licensor hereunder, including Licensor’s termination rights set forth in Section 15.2.3 (Termination for Material Breach) and Section 15.2.5 (Termination for Anti- Corruption Violation): (a) If any investigation, site monitoring, containment, remediation, removal, restoration Licensor has a good faith belief that there has been or other remedial work of any kind or nature (the “Remedial Work”) is reasonably desirable likely to be a breach by Licensee or its Affiliates, Sublicensees, or Subcontractors of the compliance provisions of this Agreement and desires to have a discussion regarding same, then upon Licensor’s request, the Parties will convene a meeting of appropriate representatives from each Party within [***] Business Days after such request, which may at the request of Licensor be required to include either or both of each Party’s general counsel or chief compliance officer. At such meeting, the Parties’ representatives will agree in writing upon a plan to rectify the situation and Licensee and its Affiliates will (in and will cause its Sublicensees and Subcontractors to) take such action as required under the plan. (b) In the case of an operation any Compliance Breach or Compliance Finding, the Parties will promptly, but in any event within [***] Business Days, meet to discuss, and maintenance program Licensee will commence remediation of such Compliance Breach or similar monitoring Compliance Finding. If Licensee does not cure such Compliance Breach or preventative programs) Compliance Finding within [***] days after the conclusion of such meeting, then Licensor may deliver to Licensee a notice specifying the applicable Compliance Breach or necessaryCompliance Finding and the activities the subject of such Compliance Breach or Compliance Finding that Licensor desires that Licensee suspend (“Suspension Notice”), both as determined by an independent environmental consultant selected by Mortgagee under and Licensee will suspend its conduct of any applicable federal, state or local law, regulation or ordinance, or under any judicial or administrative order or judgment, or by any governmental person, board, commission or agency, because of or in connection with the current or future presence, suspected presence, Release or suspected Release such activities. Upon delivery of a Hazardous Substance into Suspension Notice, the air, soil, groundwater, Parties will work to develop a mutually acceptable remediation plan to address the applicable Compliance Breach or surface water at, on, about, under or Compliance Finding. If the Parties have not agreed on a remediation plan within the Premises or any portion thereof, Mortgagor shall within thirty (30) [***] days after written demand by Mortgagee for delivery of the performance Suspension Notice (or within such shorter time as may be required under applicable law, regulation, ordinance, order or agreement), commence and thereafter diligently prosecute agreement not to completion all such Remedial Work to the extent required by law. All Remedial Work shall be performed by contractors approved in advance by Mortgagee and under the supervision of a consulting engineer approved in advance by Mortgagee (which approval in each case shall not be unreasonably withheld or delayed). All costs and expenses of such Remedial Work (including without limitation the reasonable fees and expenses of Mortgagee’s counsel) incurred in connection with monitoring or review of the Remedial Work shall be paid by Mortgagor to Mortgagee within fifteen (15) days following Mortgagor’s written demand therefor. If Mortgagor shall fail or neglect to timely commence or cause to be commenced, or shall fail if at any time Licensee is not using its best efforts to diligently prosecute implement the remediation plan adopted by the Parties, then Licensor may deliver to completionLicensee a notice that it is permanently suspending the activities referenced in the Suspension Notice. In such case, Licensor and Licensee will reasonably cooperate to transition to Licensor Licensee’s activities referenced in the Suspension Notice with respect to the applicable Licensed Products so as to minimize disruption to such Remedial Workactivities. In all cases, Mortgagee may (but shall not be required to) cause Licensee will withdraw its personnel or employees involved in such Remedial Work to be performed; and all costs and expenses thereof, or incurred activities in connection therewith (including, without limitation, the reasonable fees and expenses of Mortgagee’s counsel), shall be paid by Mortgagor to Mortgagee upon demand and shall be a part of the indebtedness secured herebyprofessional manner. There is no time limit on Mortgagor’s covenants hereunder, and Mortgagor hereby waives all present and future statutes of limitations as a defense to any action to enforce the provisions of Section 2.9 of this Security Instrument.12.9

Remediation. If any investigationAny Remediation Activities conducted by Sunoco relative to Excluded Liabilities related to Environmental Conditions on, site monitoring, containment, remediation, removal, restoration or other remedial work of any kind or nature (the “Remedial Work”) is reasonably desirable (in the case of an operation and maintenance program or similar monitoring or preventative programs) or necessary, both as determined by an independent environmental consultant selected by Mortgagee under any applicable federal, state or local law, regulation or ordinanceunder, or under any judicial or administrative order or judgmentemanating from the Refinery Assets, Refinery Real Property, or by any governmental person, board, commission or agency, because the Refinery Personal Property that arise out of or relate to the Excluded Liabilities shall be conducted as follows: (a) Sunoco agrees to perform all Remediation Activities relative to Environmental Conditions that arise out of or relate to the Excluded Liabilities in material compliance with applicable Environmental Laws employing where applicable risk-based remedial standards including, without limitation, standards based on pathway elimination and Special Industrial Area standards pursuant to applicable Environmental Laws, deed restrictions and institutional controls, except to the extent such risk-based remedial standards, deed restrictions and institutional controls ** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. would unreasonably interfere with either (i) NewCo’s operations or (ii) its plans for the Construction and Development of the Refinery Real Property subject in all cases to Sunoco’s obligation to comply with Environmental Laws in connection with such Remediation Activities. Sunoco shall provide NewCo with reasonable advance consultation and notice of the design and implementation of Remedial Activities and, to the extent, in the reasonable judgment of NewCo, such Remediation Activities could reasonably be expected to unreasonably interfere with NewCo’s current or future presence, suspected presence, Release or suspected Release of a Hazardous Substance into the air, soil, groundwater, or surface water at, on, about, under or within the Premises operations or any portion thereofConstruction and Development of the Refinery Real Property, Mortgagor Sunoco shall within thirty (30) days after written demand by Mortgagee for obtain the performance (or within such shorter time as may be required under applicable lawconsent of NewCo, regulation, ordinance, order or agreement), commence and thereafter diligently prosecute not to completion all such Remedial Work to the extent required by law. All Remedial Work shall be performed by contractors approved in advance by Mortgagee and under the supervision of a consulting engineer approved in advance by Mortgagee (which approval in each case shall not be unreasonably withheld or delayed), of its plan for Remediation Activity, prior to commencement of Remediation Activities. All NewCo agrees to provide Sunoco with reasonable access to the Refinery Assets (and relevant NewCo personnel, books and records) for purposes of the completion of such Remediation Activities and to execute those documents as are reasonably necessary to facilitate application of such standards and effectuate such restrictions and controls. (b) Sunoco shall, subject to the limitations herein, have the responsibility and authority to conduct, control and conclude the defense or resolution of any such Remediation Activities and authority to conduct all governmental interactions with regard thereto, including sole responsibility to pay any fees, costs and or expenses of counsel or any other advisors, consultants or third parties engaged in connection therewith to the extent such Remedial Work fees, costs or expenses constitute or relate to or arise out of Excluded Liabilities hereunder; (c) the NewCo Indemnitees shall have the right, but not the obligation, to reasonably participate in any such Remediation Activities including without limitation making comments to documents to be submitted to any Governmental Authority, participating in material meetings, and providing advice to Sunoco regarding procedural, substantive and strategic decisions, which Sunoco shall consider in good faith, taking into consideration the reasonable fees respective interests of the parties and expenses of Mortgagee’s counseltheir mutual interests in maintaining and preserving good relationships and their good standing and reputation with federal and state regulators. (d) incurred NewCo shall permit Sunoco to utilize utilities, including wastewater treatment services and other resources on the Refinery Real Property in connection with monitoring such Remediation Activities and Sunoco agrees to reimburse NewCo for reasonable out-of-pocket costs actually incurred by NewCo of any resources utilized, provided that such reimbursement obligation shall not extend to internal person-power costs of NewCo or review any out-of-pocket costs reasonably related to the ongoing conduct of the Refinery Business that would be incurred in the ordinary course without regard to conduct of Remediation Work hereunder. (e) Sunoco shall undertake diligent efforts to conduct Remediation Activities in a manner that does not unreasonably interfere with any of the current operations of NewCo or any Construction and Development. (f) Sunoco shall have no obligation to undertake any Remediation Activities, or provide indemnification with respect to any Liabilities for such Remediation Activities, unless, and then only to the extent that, Remedial Work shall be paid is required by Mortgagor to Mortgagee within fifteen (15) days following Mortgagor’s written demand therefor. If Mortgagor shall fail Environmental Laws or neglect to timely commence or cause to be commencedreasonably necessary in defense of, or shall fail for resolution of, a Third Party Claim. ** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to diligently prosecute to completion, such Remedial Work, Mortgagee may (but shall not be required to) cause such Remedial Work to be performed; and all costs and expenses thereof, or incurred in connection therewith (including, without limitation, the reasonable fees and expenses of Mortgagee’s counsel), shall be paid by Mortgagor to Mortgagee upon demand and shall be a part of the indebtedness secured hereby. There is no time limit on Mortgagor’s covenants hereunder, and Mortgagor hereby waives all present and future statutes of limitations as a defense to any action to enforce the provisions of Section 2.9 of this Security Instrumentomitted portions.

Remediation. If Except to the extent caused by any investigationintentional or negligent act of Lessor or Lessor’s agents or Affiliates, site monitoringor after the Term, containment, remediation, removal, restoration or other remedial work if Lessee becomes aware of a material violation of any kind or nature (the “Remedial Work”) is reasonably desirable (in the case of an operation and maintenance program or similar monitoring or preventative programs) or necessary, both as determined by an independent environmental consultant selected by Mortgagee under Legal Requirement relating to any applicable federal, state or local law, regulation or ordinance, or under any judicial or administrative order or judgment, or by any governmental person, board, commission or agency, because of or in connection with the current or future presence, suspected presence, Release or suspected Release of a Hazardous Substance into or the air, soil, groundwater, presence of any Hazardous Substances that pose a risk to human health or surface water atthe environment in, on, about, under or within about the Premises Leased Property or any Capital Additions, or if Lessee, Lessor or the Leased Property (or any portion thereof) or any Capital Additions becomes subject to any material order of any Governmental Authority pursuant to Environmental Law or other Legal Requirement to repair, Mortgagor shall within thirty (30) days after written demand by Mortgagee for close, detoxify, decontaminate or otherwise remediate the performance Leased Property (or within such shorter time as may be required under applicable lawany portion thereof) and any Capital Additions, regulation, ordinance, order or agreement), commence and thereafter diligently prosecute to completion all such Remedial Work to the extent required by law. All Remedial Work Lessee shall be performed by contractors approved in advance by Mortgagee and under the supervision of a consulting engineer approved in advance by Mortgagee (which approval in each case shall not be unreasonably withheld or delayed). All costs and expenses of such Remedial Work (including without limitation the reasonable fees and expenses of Mortgagee’s counsel) incurred in connection with monitoring or review of the Remedial Work shall be paid by Mortgagor to Mortgagee notify Lessor within fifteen (15) days following Mortgagor’s written demand thereforof such event and, at its sole cost and expense, cure such violation or effect such repair, closure, detoxification, decontamination or other remediation to the extent required by any Environmental Law or as reasonably necessary to respond to a threat to human health or a risk of property damage related thereto. Upon the Lessee becoming aware of any material Mold or Mold Conditions in or about the Leased Property (or any portion thereof) or any Capital Additions, Lessee shall also reasonably promptly notify Lessor of such event and, at its sole cost and expense, hire a trained and experienced Mold remediation contractor(s)to clean-up and remove from the Leased Property and any Capital Additions all Mold or Mold Conditions in strict compliance with all Mold Remediation Requirements. If Mortgagor Lessee fails to implement and diligently pursue any such cure, repair, closure, detoxification, decontamination or otherremediation, Lessor shall fail or neglect have the right, but not the obligation, to timely commence or cause carry out such action and to be commenced, or shall fail to diligently prosecute to completion, such Remedial Work, Mortgagee may (but shall not be required to) cause such Remedial Work to be performed; and recover from Lessee all of Lessor’s out-of-pocket costs and expenses thereof, or incurred in connection therewith (including, without limitation, the reasonable fees and expenses of Mortgagee’s counsel), shall be paid by Mortgagor to Mortgagee upon demand and shall be a part of the indebtedness secured hereby. There is no time limit on Mortgagor’s covenants hereunder, and Mortgagor hereby waives all present and future statutes of limitations as a defense to any action to enforce the provisions of Section 2.9 of this Security Instrumenttherewith.

Remediation. If at any investigationtime during the Lease Term any contamination of the Premises or the Property by Hazardous Materials shall occur where such contamination is caused by the act or omission of Tenant or Tenant’s Representatives (“Tenant’s Contamination”), site monitoringthen Tenant, containmentat Tenant’s sole cost and expense, remediationshall promptly and diligently remove such Hazardous Materials from the Premises, removalthe Property or the groundwater underlying the Premises or the Property to the extent required to comply with applicable Hazardous Materials Laws to restore the Premises or the Property to the same or better condition which existed before the Tenant’s Contamination. Tenant shall not take any required remedial action in response to any Tenant’s Contamination in or about the Premises or the Property, restoration or enter into any settlement agreement, consent, decree or other remedial work compromise in respect to any claims relating to any Tenant’s Contamination without first obtaining the prior written consent of Landlord, which may be subject to conditions imposed by Landlord as determined in Landlord’s sole discretion, provided, however, Landlord’s prior written consent shall not be necessary in the event that the presence of Hazardous Materials on, under or about the Premises or the Property (i) poses an immediate threat to the health, safety or welfare of any kind individual or nature (the “Remedial Work”ii) is reasonably desirable (of such a nature that an immediate remedial response is necessary and it is not possible to obtain Landlord’s consent before taking such action. Tenant and Landlord shall jointly prepare a remediation plan in compliance with all Hazardous Materials Laws and the case provisions of an operation this Lease. In addition to all other rights and maintenance program remedies of the Landlord hereunder, if Tenant does not promptly and diligently take all steps to prepare and obtain all necessary approvals of a remediation plan for any Tenant’s Contamination, and thereafter commence the required remediation of any Hazardous Materials released or similar monitoring or preventative programs) or necessary, both as determined by an independent environmental consultant selected by Mortgagee under any applicable federal, state or local law, regulation or ordinance, or under any judicial or administrative order or judgment, or by any governmental person, board, commission or agency, because of or discharged in connection with the current or future presence, suspected presence, Release or suspected Release of a Hazardous Substance into the air, soil, groundwater, or surface water at, on, about, under or within the Premises or any portion thereof, Mortgagor shall Tenant’s Contamination within thirty (30) days after written demand by Mortgagee for the performance (or within such shorter time as may be required under applicable law, regulation, ordinance, order or agreement), commence all necessary approvals and consents have been obtained and thereafter diligently continue to prosecute such remediation to completion all in accordance with an approved remediation plan, then Landlord, at its sole discretion, shall have the right, but not the obligation, to cause such Remedial Work remediation to the extent required by law. All Remedial Work be accomplished, and Tenant shall be performed by contractors approved in advance by Mortgagee and under the supervision of a consulting engineer approved in advance by Mortgagee (which approval in each case shall not be unreasonably withheld or delayed). All costs and expenses of such Remedial Work (including without limitation the reasonable fees and expenses of Mortgagee’s counsel) incurred in connection with monitoring or review of the Remedial Work shall be paid by Mortgagor to Mortgagee reimburse Landlord within fifteen (15) business days following Mortgagorof Landlord’s written demand therefor. If Mortgagor shall fail or neglect to timely commence or cause to be commenced, or shall fail to diligently prosecute to completion, for reimbursement of all amounts reasonably paid by Landlord (together with interest on such Remedial Work, Mortgagee may (but shall not be required to) cause such Remedial Work to be performed; and all costs and expenses thereof, or incurred in connection therewith (including, without limitation, amounts at the reasonable fees and expenses of Mortgagee’s counselhighest lawful rate until paid), when such demand is accompanied by reasonable proof of payment by Landlord of the amounts demanded. Tenant shall be paid by Mortgagor promptly deliver to Mortgagee upon demand Landlord, legible copies of hazardous waste manifests reflecting the legal and shall be a proper disposal of all Hazardous Materials removed from the Premises or the Property as part of the indebtedness secured hereby. There is no time limit on MortgagorTenant’s covenants hereunder, and Mortgagor hereby waives all present and future statutes remediation of limitations as a defense to any action to enforce the provisions of Section 2.9 of this Security InstrumentTenant’s Contamination.

Remediation. (1) If any investigation, site monitoring, containment, remediationcleanup, removal, restoration or other remedial work of any kind or nature whatsoever (the “"Remedial Work”") is reasonably desirable (in the case of an operation and maintenance program or similar monitoring or preventative programs) or necessary, both as determined by an independent environmental consultant selected by Mortgagee necessary under any applicable federallocal, state or local law, regulation federal law or ordinanceregulation, or under is required by any judicial or administrative order or judgment, or by any governmental person, board, commission or agencyentity, because of of, or in connection with with, the current or future presence, suspected presence, Release release or suspected Release release of a any Hazardous Substance Materials in or into the air, soil, groundwaterground water, or surface water or soil vapor at, on, about, under or within the Premises Property, or any portion thereof, Mortgagor shall then within thirty (30) business days after written demand by Mortgagee for or as soon thereafter as reasonably possible under the performance circumstances (or within such shorter time as may be any earlier date required under any applicable law, regulation, ordinanceorder, order or agreement)) after, commence with respect only to demands by Lender, consultation with Borrower, Guarantor and their respective environmental consultant, and after Lender or any governmental entity or agency provides written demand for performance thereof to Borrower and Guarantor, Borrower and Guarantor must cause to be commenced, and thereafter diligently prosecute prosecuted to completion completion, all such Remedial Work to the extent required by lawWork. All Remedial Work shall must be performed by contractors one or more contractors, which Lender has approved in advance by Mortgagee in writing, which approval shall not be unreasonably withheld or delayed, and under the supervision of a consulting engineer that Lender has approved in advance by Mortgagee (in writing, which approval in each case shall not be unreasonably withheld or delayed). All costs Lender acknowledges that Borrower and expenses of Guarantor may pursue the least restrictive and/or comprehensive means to perform the Remedial Work provided that such Remedial Work (including without limitation the reasonable fees is performed in accordance with all applicable laws. If Borrower and expenses of Mortgagee’s counsel) incurred in connection with monitoring or review of Guarantor fail to timely cause the Remedial Work shall be paid by Mortgagor to Mortgagee within fifteen (15) days following Mortgagor’s written demand therefor. If Mortgagor shall fail or neglect to timely commence or cause to be commenced, or shall fail to diligently prosecute it to completion, such Remedial WorkLender may, Mortgagee may (but shall not be required to) need not, cause such Remedial Work to be performed; performed and all costs and expenses thereof, or incurred that Lender reasonably incurs in connection therewith will become part of the Environmental Liability secured hereby. (including2) Without Lender's prior written consent, which Lender will not unreasonably withhold, condition or delay, Borrower and Guarantor may not take any remedial action in response to the presence of any Hazardous Materials at, on, about, under, or within the Property, nor enter into any settlement agreement, consent decree, or other compromise in respect to any Hazardous Materials claims. Lender may withhold its consent, without limitation, I\15454320.5 if Lender, in its reasonable judgment, determines that the reasonable fees remedial action, settlement, consent, or compromise might impair the value of Lender's security hereunder. However, Lender's prior consent is not necessary if the presence of Hazardous Materials at, on, about, under, or within the Property, or any portion thereof, poses an immediate threat to the health, safety, or welfare of any individual or is of such a nature that an immediate remedial response is necessary, and expenses it is not possible to obtain Lender's consent before taking the action. If Borrower or Guarantor perform such emergency remedial action, Borrower and Guarantor must notify Lender as soon as practicable of Mortgagee’s counsel)any action taken. Lender will not withhold its consent, shall be paid by Mortgagor to Mortgagee upon demand and shall be a part of the indebtedness secured hereby. There if its consent is no time limit on Mortgagor’s covenants required hereunder, and Mortgagor hereby waives all present and future statutes if either (a) a court or government agency of limitations as competent jurisdiction orders a defense particular remedial action, or (b) Borrower or Guarantor establishes to any Lender's reasonable satisfaction that no reasonable alternative to the remedial action to enforce the provisions exists that would result in materially less impairment of Section 2.9 of this Security InstrumentLender's security hereunder.

Remediation. (i) If any investigationHazardous Materials are released or found on, site monitoring, containment, remediation, removal, restoration or other remedial work of any kind or nature (the “Remedial Work”) is reasonably desirable (in the case of an operation and maintenance program or similar monitoring or preventative programs) or necessary, both as determined by an independent environmental consultant selected by Mortgagee under any applicable federal, state or local law, regulation or ordinanceunder, or under any judicial about the Premises arising out of Licensee’s or administrative order or judgmentLicensee’s Parties’ activities, or by any governmental personfailure to act where Licensee had a duty to act, board, commission or agency, because of or in connection with the current Premises, Licensee must promptly take all action, at Licensee’s sole expense, necessary to investigate and remediate the release or future presencepresence of Hazardous Materials on, suspected presenceunder, Release or about the Premises in accordance with Environmental Laws and the requirements of all Agencies. However, unless an emergency situation exists that requires immediate action, Licensor’s written approval of these actions will first be obtained, and the approval will not be unreasonably withheld. Licensor’s right of prior approval of these actions includes, but is not limited to, the selection of any environmental consultant to perform work on or related to the Premises, the scope of work, and sampling activities to be performed by the consultant before the report is final. Licensee will provide Licensor with at least three (3) business days’ advance notice of any sampling, and upon request of Licensor, will split samples with Licensor. Licensee will also promptly provide Licensor with the results of any test, investigation, or inquiry conducted by or on behalf of Licensee or Licensee’s Parties in connection with the presence or suspected Release presence of a Hazardous Substance into the airMaterials on, soil, groundwater, or surface water at, onunder, about, under or within from the Premises. Licensee must notify Licensor in advance and give Licensor the right to participate in any oral or written communications with regulatory agencies concerning environmental conditions in or arising from the Premises. Licensor has the right, but not the obligation, to assume control of any required remediation on the Premises at Licensee’s expense if Licensee fails to notify Licensor and obtain Licensor’s approvals as required under Section 16(h). Within thirty (30) days after Licensee’s completion of any remediation of the Premises, Licensee must deliver to Licensor a letter from the applicable Agency stating that the remediation was undertaken in accordance with all applicable Environmental Laws and that any residual contamination remaining after the remediation does not pose a threat to human health or the environment. (ii) If Licensee or Licensee’s Parties have caused or permitted a release of Hazardous Materials that results in or threatens to result in Hazardous Materials becoming present in, under, or about the Premises, threatens public health or safety or the environment, or is in noncompliance with any portion thereofapplicable Environmental Laws or requirements of Section 16, Mortgagor shall Licensor may demand that Licensee promptly take action in accordance with Section 16 (h)(i). If Licensee does not respond within thirty (30) days after written demand by Mortgagee for the performance (or within such shorter time unless there is an emergency, in which case Licensee must respond as may be required under applicable lawsoon as practicable, regulation, ordinance, order or agreementbut not less than three (3) days), commence Licensor has the right, but not the obligation to enter onto the Premises and thereafter diligently prosecute take all actions reasonably necessary to completion all such Remedial Work to investigate and fully remediate the extent required by law. All Remedial Work shall release or noncompliance at Licensee’s sole expense, which sums will be performed by contractors approved in advance by Mortgagee immediately due and payable upon receipt of an invoice and will constitute additional rent under the supervision of a consulting engineer approved in advance by Mortgagee (which approval in each case shall not be unreasonably withheld or delayed). All costs and expenses of such Remedial Work (including without limitation the reasonable fees and expenses of Mortgagee’s counsel) incurred in connection with monitoring or review of the Remedial Work shall be paid by Mortgagor to Mortgagee within fifteen (15) days following Mortgagor’s written demand therefor. If Mortgagor shall fail or neglect to timely commence or cause to be commenced, or shall fail to diligently prosecute to completion, such Remedial Work, Mortgagee may (but shall not be required to) cause such Remedial Work to be performed; and all costs and expenses thereof, or incurred in connection therewith (including, without limitation, the reasonable fees and expenses of Mortgagee’s counsel), shall be paid by Mortgagor to Mortgagee upon demand and shall be a part of the indebtedness secured hereby. There is no time limit on Mortgagor’s covenants hereunder, and Mortgagor hereby waives all present and future statutes of limitations as a defense to any action to enforce the provisions of Section 2.9 of this Security InstrumentLease.

Remediation. If (a) Subject to Sellers’ indemnity in the last sentence of Section 8.2(a), after the Closing, as part of the applicable Purchaser Entities’ assumption of all Environmental Liabilities (other than the Excluded Environmental Liabilities), the Purchaser Entities shall assume and be solely responsible for any investigationremediation activities of Sellers or their Affiliates related to the Assets, site monitoringthe YELP Assets, containmentor the YPLC Assets, remediationincluding any requirements under the Corrective Action Orders, removaland shall take, restoration or other remedial work of any kind or nature (the “Remedial Work”) is reasonably desirable (or, in the case of an operation the YELP Assets and maintenance program the YPLC Assets, use its reasonable efforts to cause YELP and YPLC to take, all prudent measures to maintain the integrity of any caps and other remediation measures, where remediation activities are being performed or similar monitoring or preventative programs) or necessaryhave been completed, both as determined by an independent environmental consultant selected by Mortgagee under and to prevent the disturbance of any applicable federalresidual Hazardous Substances remaining after remediation activities have been completed. Should any Purchaser Entity, state or local law, regulation or ordinanceYELP, or under YPLC determine that any judicial or administrative order or judgmentof the Assets, the YELP Assets, or by the YPLC Assets (as applicable) are no longer intended to be used for the activities as they exist at the Closing, then the Purchaser Entities covenant and agree to execute and complete, and to use their reasonable efforts to cause YELP and YPLC to execute and complete, all assessment and remediation activities in compliance with any governmental personApplicable Law which will lead to a “no further action”, boardacknowledgement, commission registration, or agencyconfirmation that any such Asset, because YELP Asset, or YPLC Asset (as applicable) has been remediated to a specific standard for future use. Furthermore, except with respect to the Excluded Environmental Liabilities, the Purchaser Entities shall, where applicable, seek, or use its reasonable efforts to cause YELP or YPLC to seek, regulatory closure of Environmental Matters with respect to any of the Assets, the YELP Assets, or in connection with the current YPLC Assets and ensure that such closure will extend to benefit Sellers and their Affiliates. The Purchaser Entities shall use commercially reasonable efforts to ensure that this Section 15.8 shall be binding on the Purchaser Entities’ assignees, transferees, or successors, or future presencepurchasers of any of the Assets, suspected presence, Release or suspected Release of a Hazardous Substance into the air, soil, groundwaterYELP Interests, or surface water atthe YPLC Interests and agrees to insert provisions similar to, onand having the same effect as, aboutthose set forth in this Section 15.8 in any deed, under or within the Premises or any portion thereof, Mortgagor shall within thirty (30) days after written demand by Mortgagee for the performance (or within such shorter time as may be required under applicable law, regulation, ordinance, order or agreement), commence and thereafter diligently prosecute to completion all such Remedial Work to the extent required by law. All Remedial Work shall be performed by contractors approved in advance by Mortgagee and under the supervision of a consulting engineer approved in advance by Mortgagee (which approval in each case shall not be unreasonably withheld or delayed). All costs and expenses of such Remedial Work (including without limitation the reasonable fees and expenses of Mortgagee’s counsel) incurred in connection with monitoring or review of the Remedial Work shall be paid by Mortgagor to Mortgagee within fifteen (15) days following Mortgagor’s written demand therefor. If Mortgagor shall fail or neglect to timely commence or cause to be commencedlease, or shall fail to diligently prosecute to completion, such Remedial Work, Mortgagee may (but shall not be required to) cause such Remedial Work to be performed; and other instrument conveying all costs and expenses thereof, or incurred in connection therewith (including, without limitation, the reasonable fees and expenses of Mortgagee’s counsel), shall be paid by Mortgagor to Mortgagee upon demand and shall be a part of the indebtedness secured hereby. There is no time limit on MortgagorAssets, the YELP Interests, or the YPLC Interests, to the maximum extent permitted by Applicable Law. (b) Without limiting any of Purchaser Entities’ obligations in Section 10.1(c) or Section 15.8(a), the Parties shall cooperate to obtain the transfer to the applicable Purchaser Entity of all of EMOC’s covenants hereunder, and Mortgagor hereby waives all present and future statutes of limitations as a defense Liabilities related to any action to enforce the provisions of Section 2.9 of this Security Instrumentremediation activities at the Helena Terminal managed by RELLC under the RELLC Agreements (the “Helena Terminal Remediation”).

Remediation. If any investigation, site monitoring, containment, remediation, removal, restoration or other remedial work of any kind or nature (the “Remedial Work”) is reasonably desirable (in the case of an operation and maintenance program or similar monitoring or preventative programs) or necessary, both as determined by an independent environmental consultant selected by Mortgagee under any applicable federal, state or local law, regulation or ordinance, or under any judicial or administrative order or judgment, or by any governmental person, board, commission or agency, because of or in connection with the current or future presence, suspected presence, Release release or suspected Release release of a Hazardous Substance into the air, soil, groundwater, or surface water at, on, about, under or within the Mortgaged Premises or any portion thereof, Mortgagor shall within thirty (30) days after written demand by Mortgagee for the performance (or within such shorter time as may be required under applicable law, regulation, ordinance, order or agreement), commence and thereafter diligently prosecute to completion all such Remedial Work to the extent required by law. All Remedial Work shall be performed by contractors approved in advance by Mortgagee and under the supervision of a consulting engineer approved in advance by Mortgagee (which approval in each case shall not be unreasonably withheld or delayed). All costs and expenses of such Remedial Work (including without limitation the reasonable fees and expenses of Mortgagee’s counsel) incurred in connection with monitoring or review of the Remedial Work shall be paid by Mortgagor to Mortgagee within fifteen (15) days following Mortgagor’s written demand therefor▇▇▇▇▇▇▇▇▇. If Mortgagor shall fail or neglect to timely commence or cause to be commenced, or shall fail to diligently prosecute to completion, such Remedial Work, Mortgagee may (but shall not be required to) cause such Remedial Work to be performed; and all costs and expenses thereof, or incurred in connection therewith (including, without limitation, the reasonable fees and expenses of Mortgagee’s counsel), shall be paid by Mortgagor to Mortgagee upon forthwith after demand and shall be a part of the indebtedness secured hereby. There is no time limit on Mortgagor’s covenants hereunder, and Mortgagor hereby waives all present and future statutes of limitations as a defense to any action to enforce the provisions of Section 2.9 of this Security Instrument.

Remediation. If at any investigationtime during the Term any contamination of the Premises by Hazardous Materials occurs where the contamination is caused by the act or omission of Lessee or Lessee’s Representatives (“Lessee Contamination”), site monitoringthen Lessee, containmentat its sole cost and expense, remediationwill promptly and diligently remove the Hazardous Materials from the Premises, removalor the groundwater underlying the Premises, restoration to the extent reasonably possible in accordance with the requirements of the applicable Hazardous Materials Laws and industry standards then prevailing in the Hazardous Materials management and remediation industry in Idaho. However, Lessee will not take any required remedial action in response to any Lessee Contamination in, on or about the Premises or enter into any settlement agreement, consent, decree or other remedial work compromise in respect to any claims relating to any Lessee Contamination without first notifying Lessor of ▇▇▇▇▇▇’s intention to do so and affording Lessor the opportunity to appear, intervene or otherwise appropriately assert and protect ▇▇▇▇▇▇’s interest with respect thereto. In addition to all other rights and remedies of the Lessor hereunder, if ▇▇▇▇▇▇ does not promptly and diligently take all steps to prepare and obtain all necessary approvals of a remediation plan for any Lessee Contamination, and thereafter commence the required remediation of any kind Hazardous Materials released or nature (the “Remedial Work”) is reasonably desirable (in the case of an operation and maintenance program or similar monitoring or preventative programs) or necessary, both as determined by an independent environmental consultant selected by Mortgagee under any applicable federal, state or local law, regulation or ordinance, or under any judicial or administrative order or judgment, or by any governmental person, board, commission or agency, because of or discharged in connection with the current or future presence, suspected presence, Release or suspected Release of a Hazardous Substance into the air, soil, groundwater, or surface water at, on, about, under or within the Premises or any portion thereof, Mortgagor shall Lessee Contamination within thirty (30) days after written demand by Mortgagee for the performance (or within such shorter time as may be required under applicable law, regulation, ordinance, order or agreement), commence Lessor has reasonably approved ▇▇▇▇▇▇’s remediation plan and all necessary approvals and consents have been obtained and thereafter diligently continue to prosecute said remediation to completion all such Remedial Work in accordance with the approved remediation plan, then Lessor, at its sole discretion, will have the right, but not the obligation, to the extent required by law. All Remedial Work shall cause said remediation to be performed by contractors approved in advance by Mortgagee accomplished, and under the supervision of a consulting engineer approved in advance by Mortgagee (which approval in each case shall not be unreasonably withheld or delayed). All costs and expenses of such Remedial Work (including without limitation the reasonable fees and expenses of Mortgagee’s counsel) incurred in connection with monitoring or review of the Remedial Work shall be paid by Mortgagor to Mortgagee ▇▇▇▇▇▇ will reimburse Lessor within fifteen (15) business days following Mortgagorof Lessor’s written demand therefor. If Mortgagor shall fail or neglect to timely commence or cause to be commenced, or shall fail to diligently prosecute to completion, such Remedial Work, Mortgagee may for reimbursement of all amounts reasonably paid by Lessor (but shall not be required to) cause such Remedial Work to be performed; and all costs and expenses thereof, or incurred in connection therewith (including, without limitation, together with interest from the reasonable fees and expenses date of Mortgageeexpenditure on said amounts at Lessor’s counselInterest Rate until paid), shall be paid when the demand is accompanied by Mortgagor proof of payment by ▇▇▇▇▇▇ of the amounts demanded. Lessee will promptly deliver to Mortgagee upon demand Lessor copies of hazardous waste manifests reflecting the legal and shall be a proper disposal of all Hazardous Materials removed from the Premises as part of the indebtedness secured hereby. There is no time limit on Mortgagor▇▇▇▇▇▇’s covenants hereunder, and Mortgagor hereby waives all present and future statutes remediation of limitations as a defense to any action to enforce the provisions of Section 2.9 of this Security InstrumentLessee Contamination.