Common use of Environmental Assessment Clause in Contracts

Environmental Assessment. Buyer shall have the right for a period commencing upon execution of this Agreement by both parties and ending on November 28, 2012, to conduct an environmental assessment of the Assets, at Buyer’s sole risk, liability and expense. Seller shall make available to Buyer, during the environmental assessment period described above, Seller’s historical files regarding prior operations on the Assets, and provide Buyer and its representatives with reasonable access to the Assets to conduct the environmental assessment. Buyer shall provide Seller three (3) days prior written notice of a desired date(s) for such assessment and Seller shall have the right to be present during any assessment and, if any testing is conducted pursuant to Seller’s express prior written consent, Seller may require splitting of all samples. Notwithstanding any other provision of this Agreement to the contrary, Buyer shall not have the right to drill any test, monitor or other xxxxx or to extract samples of any air, soil, water or other substance from the Assets without Seller’s express prior written consent. If Buyer proposes a reasonable request to drill a test well or extract a sample pursuant to a systematic and customary procedure for the assessment of the environmental condition of the Assets and Seller refuses to grant its consent to such a well or sampling, then Buyer shall have the right, for a period of seventy-two (72) hours following notification of Seller’s refusal to consent, to deliver written notice to Seller of Buyer’s election to exclude from this transaction the portion of the Assets affected by such proposed test well or sample, and the Purchase Price shall be adjusted accordingly by the Allocated Value of such portion of the Assets so excluded. Under no circumstances whatsoever shall Seller ever be obligated to grant its consent to any such test xxxxx or sampling proposed by Buyer, and Buyer’s sole and exclusive remedy for any refusal by Seller to grant its consent shall be the limited right contained in the preceding sentence to exclude the affected Assets from the transactions contemplated by this Agreement. If Buyer fails to exercise the right to exclude such Assets by written notice to Seller delivered prior to the expiration of the seventy-two hour period described above, then Buyer shall be conclusively deemed to have waived such right and shall be obligated to purchase the affected Assets without conducting such testing or sampling or any adjustment of the Purchase Price unless otherwise provided in this Agreement.

Environmental Assessment. Buyer shall Upon notice to Quicksilver, BreitBurn shall, subject to the provisions of Section 6.4(a) and this Section 6.14(a), have the right for a period commencing upon execution of this Agreement by both parties and ending on November 28, 2012, to conduct an environmental assessment of all or any portion of the AssetsAcquired Assets (the “Environmental Assessment”) to be conducted by a reputable environmental consulting or engineering firm approved in advance in writing by Quicksilver but only to the extent that Quicksilver may grant such right without violating any obligations to any third party. The Environmental Assessment shall be conducted at the sole cost, at Buyer’s sole risk, liability risk and expense. Seller shall make available to Buyer, during the environmental assessment period described above, Seller’s historical files regarding prior operations on the Assetsexpense of BreitBurn, and provide Buyer and its representatives with reasonable access shall be subject to the indemnity provisions of Section 6.4(a) and Section 9.3. Prior to conducting any sampling, boring, drilling or other invasive investigative activity with respect to the Acquired Assets (“Invasive Activity”), BreitBurn shall furnish for Quicksilver’s review a proposed scope of such Invasive Activity, including a description of the activities to conduct be conducted and a description of the environmental assessmentapproximate locations of such activities. Buyer Any Invasive Activity shall provide Seller three (3) days be subject to the prior written notice approval of Quicksilver, and Quicksilver may require reasonable modifications of the proposed Invasive Activity as a desired date(s) for condition of such assessment and Seller approval. Quicksilver shall have the right to be present during any assessment and, if any testing is conducted pursuant to Seller’s express prior written consent, Seller may require splitting of all samples. Notwithstanding any other provision of this Agreement to the contrary, Buyer shall not have the right to drill any test, monitor or other xxxxx or to extract samples of any air, soil, water or other substance from the Assets without Seller’s express prior written consent. If Buyer proposes a reasonable request to drill a test well or extract a sample pursuant to a systematic and customary procedure for the assessment Environmental Assessment of the environmental condition of the Acquired Assets and Seller refuses to grant its consent to such a well or sampling, then Buyer shall have the right, for a period of seventy-two (72) hours following notification of Seller’s refusal to consentat its option and expense, to deliver written notice to Seller of Buyer’s election to exclude from this transaction the portion split samples with BreitBurn. After completing any Environmental Assessment of the Acquired Assets, BreitBurn shall, at its sole cost and expense, restore the Acquired Assets affected by to approximately their original condition prior to the commencement of such proposed test well or sampleEnvironmental Assessment, unless Quicksilver agrees that such restoration is unnecessary, and shall promptly dispose of all drill cuttings, corings, or other investigative-derived wastes generated in the Purchase Price shall be adjusted accordingly by the Allocated Value of such portion course of the Assets so excludedEnvironmental Assessment. Under no circumstances whatsoever BreitBurn shall Seller ever be obligated maintain, and shall cause its officers, employees, representatives, consultants and advisors to grant its consent maintain, all information obtained by BreitBurn pursuant to any Environmental Assessment or other due diligence activity as strictly confidential prior to Closing or in perpetuity if Closing does not occur, unless disclosure of any facts discovered through such test xxxxx Environmental Assessment is required under any Environmental Laws. BreitBurn shall provide Quicksilver with a copy of the final draft of all environmental reports prepared by, or sampling proposed on behalf of, BreitBurn with respect to any Environmental Assessment or Invasive Activity conducted on the Acquired Assets. In the event that any necessary disclosures under applicable Environmental Laws are required prior to Closing with respect to matters discovered by Buyerany Environmental Assessment conducted by, and Buyer’s sole and exclusive remedy for any refusal by Seller to grant its consent or on behalf of BreitBurn, BreitBurn agrees that Quicksilver shall be the limited right contained in the preceding sentence to exclude the affected Assets from the transactions contemplated by this Agreement. If Buyer fails to exercise the right to exclude responsible party for disclosing such Assets by written notice to Seller delivered prior matters to the expiration of the seventy-two hour period described above, then Buyer shall be conclusively deemed to have waived such right and shall be obligated to purchase the affected Assets without conducting such testing or sampling or any adjustment of the Purchase Price unless otherwise provided in this Agreementappropriate Governmental Entities.

Environmental Assessment. The parties hereto acknowledge that the Company and the Lakers have granted the Buyer or a consultant acting on Buyer's behalf the right to cause environmental assessments to be performed with respect to such of the Facilities as are selected by Buyer or any other properties where the Company's or any Subsidiary's Hazardous Materials may have been sent for treatment, storage, disposal or recycling. All such assessments shall be completed as soon as possible after the date hereof and in any event shall be completed prior to the Closing Date. The scope of the environmental assessments shall be determined by Buyer and may include, without limitation, soil gas testing, wastewater discharge testing, underground and above ground storage tank testing, soil sampling, groundwater or surface water testing, air monitoring and testing of suspected asbestos containing materials. The Shareholders shall cause the Company to cooperate with Buyer and the consultants in the conduct of the assessments and shall allow Buyer and the consultants access to the Facilities and Business. The Shareholders shall cause the Company to make available to Buyer and the consultants the Company's employees who are knowledgeable concerning the Business (and current and historical operations at the Facilities) and all 45 documents or information requested by Buyer or the consultants relating to matters within the scope of the assessments. Buyer's consultant shall prepare a report documenting the finding of the assessments. Buyer shall have provide the right Shareholder Representative with a copy of such report, upon request. Provided the Acquisition closes, the cost of such assessments shall be paid by the Buyer. In the event the Acquisition is not consummated for any reason (other than a period commencing upon execution breach of this Agreement by both parties and ending on November 28, 2012, to conduct an environmental assessment of the Assets, at Buyer’s sole risk, liability and expense. Seller shall make available to Buyer, during the environmental assessment period described above, Seller’s historical files regarding prior operations on the Assets, and provide Buyer and its representatives with reasonable access to the Assets to conduct the environmental assessment. Buyer shall provide Seller three (3) days prior written notice of a desired date(s) for such assessment and Seller shall have the right to be present during any assessment and, if any testing is conducted pursuant to Seller’s express prior written consent, Seller may require splitting of all samples. Notwithstanding any other provision of this Agreement to the contrary, Buyer shall not have the right to drill any test, monitor or other xxxxx or to extract samples of any air, soil, water or other substance from the Assets without Seller’s express prior written consent. If Buyer proposes a reasonable request to drill a test well or extract a sample pursuant to a systematic and customary procedure for the assessment of the environmental condition of the Assets and Seller refuses to grant its consent to such a well or sampling), then Buyer shall have the right, for a period of seventy-two (72) hours following notification of Seller’s refusal to consent, to deliver written notice to Seller of Buyer’s election to exclude from this transaction the portion of the Assets affected by such proposed test well or sample, Company and the Purchase Price Lakers, jointly and severally, shall be adjusted accordingly by pay and indemnify Buyer against the Allocated Value entire cost of such portion of the Assets so excluded. Under no circumstances whatsoever shall Seller ever be obligated to grant its consent to any such test xxxxx or sampling proposed by Buyer, and Buyer’s sole and exclusive remedy for any refusal by Seller to grant its consent shall be the limited right contained in the preceding sentence to exclude the affected Assets from the transactions contemplated by this Agreement. If Buyer fails to exercise the right to exclude such Assets by written notice to Seller delivered prior to the expiration of the seventy-two hour period described above, then Buyer shall be conclusively deemed to have waived such right and shall be obligated to purchase the affected Assets without conducting such testing or sampling or any adjustment of the Purchase Price unless otherwise provided in this Agreementassessments.

Environmental Assessment. Buyer Provide to the Lender from time-to-time, at the Borrower's sole fee, cost and expense, if the Lender shall ever have reason to believe that any Hazardous Material adversely affects the Premises, or if any Governmental Action is made or threatened, or if an Event of Default shall have occurred, an Environmental Assessment, which Environmental Assessment shall have been ordered by the right for a period commencing upon execution of this Agreement by both parties Borrower within ten (10) days after the Lender's request and ending on November 28, 2012, which shall be delivered to conduct an environmental assessment the Lender promptly after the date of the AssetsLender's request. At all other times, the Lender may request an Environmental Assessment to be provided by the Borrower at Buyer’s sole risk, liability and the Lender's expense. Seller shall make The Borrower will cooperate with each consulting firm making any Environmental Assessment and will promptly supply to the consulting firm, from time to time upon request, all information available to Buyer, during the environmental assessment period described above, Seller’s historical files regarding prior operations on Borrower to facilitate the Assets, and provide Buyer and its representatives with reasonable access completion of the Environmental Assessment. If the Borrower fails to furnish the Assets to conduct the environmental assessment. Buyer shall provide Seller three Lender within ten (310) days prior written notice after the Lender's request with a copy of a desired date(san agreement with an acceptable environmental consulting firm to provide such Environmental Assessment, or if the Borrower fails to order such Environmental Assessment within ten (10) for days after the Lender's request, the Lender may cause any such assessment and Seller shall have the right Environmental Assessment to be present during made at the Borrower's fee, cost, expense and risk. The Lender may disclose to interested parties any assessment and, if any testing is conducted pursuant to Seller’s express prior written consent, Seller may require splitting of all samples. Notwithstanding any other provision of this Agreement to information the contrary, Buyer shall not have the right to drill any test, monitor or other xxxxx or to extract samples of any air, soil, water or other substance from the Assets without Seller’s express prior written consent. If Buyer proposes a reasonable request to drill a test well or extract a sample pursuant to a systematic and customary procedure for the assessment of Lender ever has about the environmental condition or compliance of the Assets and Seller refuses Premises, but shall be under no duty to grant its consent disclose any such information except as may be required by law. The Lender shall be under no duty to such a well or sampling, then Buyer shall have the right, for a period of seventy-two (72) hours following notification of Seller’s refusal to consent, to deliver written notice to Seller of Buyer’s election to exclude from this transaction the portion make any Environmental Assessment of the Assets affected by such proposed test well or samplePremises, and in no event shall any such Environmental Assessment by the Purchase Price Lender be or give rise to a representation that any Hazardous Material is or is not present on the Premises, or that there has been or shall be adjusted accordingly compliance with any Hazardous Materials Law, nor shall the Borrower or any other Person be entitled to rely on any Environmental Assessment made by the Allocated Value Lender or at the Lender's request. The Lender owes no duty of such portion of care to protect the Assets so excluded. Under no circumstances whatsoever shall Seller ever be obligated to grant its consent to any such test xxxxx or sampling proposed by Buyer, and Buyer’s sole and exclusive remedy for any refusal by Seller to grant its consent shall be the limited right contained in the preceding sentence to exclude the affected Assets from the transactions contemplated by this Agreement. If Buyer fails to exercise the right to exclude such Assets by written notice to Seller delivered prior to the expiration of the seventy-two hour period described above, then Buyer shall be conclusively deemed to have waived such right and shall be obligated to purchase the affected Assets without conducting such testing or sampling Borrower or any adjustment of other Person against, or to inform them of, any Hazardous Material or other adverse condition affecting the Purchase Price unless otherwise provided in this AgreementPremises.

Environmental Assessment. Prior to closing Buyer, at its option and at its cost, may arrange for an environmental assessment to be conducted on the Property by a qualified environmental consultant. The assessment shall be conducted according to the following minimum standards: (A) Phase I of the assessment shall include: (1) A review of available documents; (2) Interviews with people aware of operations that have been conducted on the Property; and, (3) A physical inspection of the Property. (B) If the results of Phase I are inconclusive to show the presence or absence of any hazardous substances on the Property, Buyer shall have the right for option of terminating this Contract and his xxxxxxx money shall be refunded to him or, at his option, Buyer may proceed with a period commencing upon execution of this Agreement by both parties and ending on November 28, 2012, to conduct an environmental Phase II assessment of the AssetsProperty. In the event that Phase II of the assessment is done, it shall include: (1) A more detailed review of the Property; and (2) Specialized physical sampling as necessarily indicated from the results of Phase I. (C) If the results of the Phase II assessment are inconclusive to show the presence or absence of any hazardous substances on the Property, Buyer shall have the option of terminating this Contract and his xxxxxxx money shall be refunded to him or, at his option, Buyer may proceed with a Phase III assessment of the Property. The nature of the inquiries to be made in the Phase III assessment, if any, shall be determined by the Buyer and the environmental consultant retained to conduct the assessment following the Buyer’s sole risk, liability and expense. Seller shall make available to Buyer, during 's analysis of a report on the Phase II assessment. (D) The cost of the environmental assessment period described above, Seller’s historical files regarding prior operations on the Assets, and provide Buyer and its representatives with reasonable access to the Assets to conduct shall be paid by Buyer. If the environmental assessmentassessment conducted pursuant hereto indicates that remedial action is necessary to bring the Property into compliance with any and all local, state and federal ordinances, laws or regulations, Seller shall be responsible for undertaking all remedial action recommended by the environmental consultant, the Texas Natural Resource Conservation Commission, the Environmental Protection Agency, or any other local, state or federal governmental agency requiring any remedial action. Buyer shall provide Seller three If, however, the projected cost of such remedial action exceeds Ten Thousand and No/100 Dollars (3) days prior written notice of a desired date(s) for such assessment and $10,000.00), then Seller shall have the right option to be present during any assessment and, if any testing is conducted pursuant to Seller’s express prior written consent, Seller may require splitting of all samplesterminate this Contract. Notwithstanding any other provision of this Agreement anything to the contrarycontrary herein, Buyer shall not have the right to drill any test, monitor or other xxxxx or to extract samples of any air, soil, water or other substance from the Assets without Seller’s express prior written consent. If Buyer proposes a reasonable request to drill a test well or extract a sample pursuant to a systematic and customary procedure for the assessment of the environmental condition of the Assets and Seller refuses to grant its consent to such a well or sampling, then Buyer shall have the right, for a period of seventy-two (72) hours following notification of Seller’s refusal to consent, to deliver written notice to Seller of Buyer’s election to exclude from this transaction the portion of the Assets affected by such proposed test well or sample, and the Purchase Price shall be adjusted accordingly by the Allocated Value of such portion of the Assets so excluded. Under no circumstances whatsoever shall Seller ever be obligated to grant its consent to any such test xxxxx or sampling proposed by Buyer, and Buyer’s sole and exclusive remedy for any refusal by Seller to grant its consent shall be the limited right contained in the preceding sentence to exclude the affected Assets from the transactions contemplated by this Agreement. If event Buyer fails to exercise obtain a Phase I Environmental Assessment within sixty (60) days after the delivery of this contract, such right to exclude such Assets have an assessment shall be waived by written notice Buyers, and Buyers shall be required to Seller delivered prior to proceed with the expiration purchase of the seventy-two hour period described above, then Buyer shall be conclusively deemed to have waived such right and shall be obligated to purchase the affected Assets without conducting such testing or sampling or any adjustment of the Purchase Price unless otherwise provided in this AgreementProperty.

Environmental Assessment. Buyer shall have the right for a period commencing Immediately upon execution of this Agreement by both parties and ending on November 28Agreement, 2012, Seller shall provide to conduct an environmental assessment Buyer copies of any Phase I and/or Phase II of the AssetsReal Property in Seller’s possession. Within ten (10) days after execution of this Agreement, Buyer may obtain, at Buyer’s sole riskexpense, liability a Phase I ESA of the Real Property conducted by an independent environmental investigations and expensetesting firm selected by Buyer and reasonably acceptable to Seller. Buyer shall promptly deliver to Seller a copy of any resulting ESA report. In the event any Phase I ESA identifies a Recognized Environmental Condition and recommends a Phase II ESA, Buyer may order the completion of such Phase II ESA within five (5) days of its receipt of the Phase I ESA, at Buyer’s, by an independent environmental investigations and testing firm selected by Buyer and reasonably acceptable to Seller. Further, Buyer shall give Seller written notice within fifteen (15) days after receipt of the Phase II ESA of any material REC that Buyer reasonably deems unacceptable. Seller shall make available may either elect to cure such condition(s) to the reasonable satisfaction of Buyer or notify Buyer in writing within fifteen (15) Business Days after receipt of Buyer, during the environmental assessment period described above, ’s timely notice of Seller’s historical files regarding prior operations election not to cure the same. If Seller elects not to cure, Buyer may elect to proceed toward Closing or provide written notice of termination to Seller within five (5) Business Days of the receipt of Seller’s notice. Buyer’s failure to deliver any notice required hereunder on a timely basis shall constitute a waiver of any objections Buyer may have had with respect to the Assets, and provide condition of the Real Property. Buyer and its employees, agents and representatives shall keep all contents of any assessment confidential and disclose the contents thereof only with reasonable access to the Assets to conduct the environmental assessment. Buyer shall provide Seller three (3) days prior written notice consent of a desired date(s) for such assessment and Seller shall have the right to or as may be present during any assessment and, if any testing is conducted pursuant to Seller’s express prior written consent, Seller may require splitting of all samples. Notwithstanding any other provision of this Agreement to the contrary, Buyer shall not have the right to drill any test, monitor or other xxxxx or to extract samples of any air, soil, water or other substance from the Assets without Seller’s express prior written consent. If Buyer proposes a reasonable request to drill a test well or extract a sample pursuant to a systematic and customary procedure for the assessment of the environmental condition of the Assets and Seller refuses to grant its consent to such a well or sampling, then Buyer shall have the right, for a period of seventy-two (72) hours following notification of Seller’s refusal to consent, to deliver written notice to Seller of Buyer’s election to exclude from this transaction the portion of the Assets affected by such proposed test well or sample, and the Purchase Price shall be adjusted accordingly by the Allocated Value of such portion of the Assets so excluded. Under no circumstances whatsoever shall Seller ever be obligated to grant its consent to any such test xxxxx or sampling proposed by Buyer, and Buyer’s sole and exclusive remedy for any refusal by Seller to grant its consent shall be the limited right contained in the preceding sentence to exclude the affected Assets from the transactions contemplated by this Agreement. If Buyer fails to exercise the right to exclude such Assets by written notice to Seller delivered prior to the expiration of the seventy-two hour period described above, then Buyer shall be conclusively deemed to have waived such right and shall be obligated to purchase the affected Assets without conducting such testing or sampling or any adjustment of the Purchase Price unless otherwise provided in this Agreementrequired under applicable law.

Environmental Assessment. Buyer shall have Subject to Seller’s ability (upon the right for use of Commercially Reasonable Efforts) to obtain the consent of the operator of Acquired Assets that are not operated by Seller, Purchaser may, or may engage a period commencing upon execution of this Agreement by both parties and ending on November 28qualified environmental contractor to, 2012, to conduct an on-site inspection, environmental assessment assessment, and compliance audit of the Assets, Acquired Assets (an “Environmental Assessment”) at BuyerPurchaser’s sole risk, liability Liability, and expense. Seller shall make available to Buyer; provided, during the environmental assessment period described abovehowever, Seller’s historical files regarding prior operations on the Assets, and provide Buyer and its representatives with reasonable access to the Assets to conduct the environmental assessment. Buyer that: (i) Purchaser shall provide Seller three (3) days with prior written notice of any activities with respect to any such Environmental Assessment, and shall provide Seller the opportunity to participate in all such activities; (ii) any contractor engaged to perform all or any portion of such Environmental Assessment shall execute and deliver to Seller a desired date(sconfidentiality agreement in a form acceptable to Seller; (iii) for such assessment Purchaser shall not conduct, authorize, or permit any test drilling, sampling, or other invasive on-site activities without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed; and (iv) Purchaser shall provide to Seller promptly (and in any event, prior to the Defect Notice Deadline) after receipt, at no cost to Seller, all written Environmental Assessments prepared by or on behalf of Purchaser, all of which shall be treated as confidential information (x) subject to the terms of the Confidentiality Agreement prior to Closing, and (y) subject to the terms of Section 10.12 (but binding only as to Seller) from and after Closing. If Seller shall have decline consent requested by Purchaser to conduct, authorize or permit any test drilling, sampling or other invasive on-site activities recommended in the right to be present during any assessment andEnvironmental Assessment prepared by an independent qualified environmental contractor, if any testing is conducted pursuant to Seller’s express prior written consentPurchaser may, Seller may require splitting of all samples. Notwithstanding any other provision of at its option, eliminate the affected Acquired Property from the Acquired Assets and this Agreement to the contrary, Buyer shall not have the right to drill any test, monitor or other xxxxx or to extract samples of any air, soil, water or other substance from the Assets without Seller’s express prior written consent. If Buyer proposes a reasonable request to drill a test well or extract a sample pursuant to a systematic and customary procedure for the assessment of the environmental condition of the Assets and Seller refuses to grant its consent to such a well or sampling, then Buyer shall have the right, for a period of seventy-two (72) hours following notification of Seller’s refusal to consent, to deliver by delivering written notice to Seller of Buyer’s election to exclude from this transaction thereof before the portion of the Assets affected by such proposed test well or sample, Closing and the Purchase Price Closing Amount shall be adjusted accordingly downward by the Allocated Value of such portion of the Assets so excluded. Under no circumstances whatsoever shall Seller ever be obligated to grant its consent to any such test xxxxx or sampling proposed by Buyer, and Buyer’s sole and exclusive remedy for any refusal by Seller to grant its consent shall be the limited right contained in the preceding sentence to exclude the affected Assets from the transactions contemplated by this Agreement. If Buyer fails to exercise the right to exclude such Assets by written notice to Seller delivered prior to the expiration of the seventy-two hour period described above, then Buyer shall be conclusively deemed to have waived such right and shall be obligated to purchase the affected Assets without conducting such testing or sampling or any adjustment of the Purchase Price unless otherwise provided in this AgreementAcquired Property.

Environmental Assessment. Buyer shall have the right for a period commencing upon execution of this Agreement by both parties and ending on November 28, 2012, to conduct an environmental assessment of the Assets, at Buyer’s sole risk, liability and expense. Seller shall make available to Buyer, during the environmental assessment period described above, Seller’s historical files regarding prior operations on the Assets, and provide Buyer and its representatives with reasonable access to the Assets to conduct the environmental assessment. Buyer shall provide Seller three (3) days prior written notice of a desired date(s) for such assessment and Seller shall have the right to be present during any assessment and, if any testing is conducted pursuant to Seller’s express prior written consent, Seller may require splitting of all samples. Notwithstanding any other provision of this Agreement to the contrary, Buyer shall not have the right to drill any test, monitor or other xxxxx or to extract samples of any air, soil, water or other substance from the Assets without Seller’s express prior written consent. If Buyer proposes a reasonable request to drill a test well or extract a sample pursuant to a systematic and customary procedure for the assessment of the environmental condition of the Assets and Seller refuses to grant its consent to such a well or sampling, then Buyer shall have the right, for a period of seventy-two (72) hours following notification of Seller’s refusal to consentat Buyer's sole ------------------------- cost, risk, and expense, to deliver written notice to Seller of Buyer’s election to exclude from this transaction the portion undertake an environmental assessment of the Assets affected by Properties during the period ending on the Title Notice Date (the "Inspection Period"). Buyer and its agents shall have the same right as Seller to enter upon the Properties, inspect the same, conduct soil and water sampling, analysis and monitoring, including soil borings (and, after notice and consultation with Seller, drilling groundwater monitoring xxxxx), and generally conduct such proposed test well tests, examinations, investigations and studies as Buyer deems necessary or sampleappropriate for preparing appropriate engineering and other reports and making judgments relating to the Properties, their condition, and the Purchase Price presence of chemicals and other substances. Seller shall be adjusted accordingly by cooperate with any efforts of Buyer and its agents to obtain third party consents for access to those parcels of land within the Allocated Value Properties to which Seller may not presently have access. Buyer and its agents shall have reasonable access to Seller's agents and employees in the course of conducting Buyer's environmental assessment. Buyer agrees to provide to Seller a copy of all facts discovered in the course of conducting Buyer's environmental assessment, including all direct observations (if in writing or other tangible or transferable medium), data and summaries thereof. Buyer shall keep any data or information acquired in the course of such portion examinations and the results of the Assets so excluded. Under no circumstances whatsoever shall Seller ever be obligated to grant its consent all analyses of such data and information strictly confidential and not disclose same to any person or agency without the prior written approval of Seller, except that Buyer may disclose to authorities having jurisdiction such test xxxxx information as is required by law or sampling proposed by Buyer, and Buyer’s sole and exclusive remedy for any refusal by Seller court order at the same time that Buyer provides such information to grant its consent shall be the limited right contained in the preceding sentence to exclude the affected Assets from the transactions contemplated by this AgreementSeller. If Buyer fails to exercise determines that conditions on a Property do not satisfy the right to exclude environmental standards set forth in Section 8.4 below in a material respect, then Buyer may notify Seller of such Assets condition by written notice to Seller delivered providing Seller, on or prior to the expiration Title Notice Date, a written "Notice of Environmental Defect" setting forth in detail the seventy-two hour period described abovefacts giving rise to the claimed defect, then the environmental standard which Buyer claims is not satisfied, any Applicable Environmental Law (hereinafter defined) which Buyer contends has been breached or violated and, if the claimed defect arises from information contained in a document, a copy of such document or the relevant parts thereof. Buyer shall be conclusively deemed to have waived accepted without objection (i) the environmental conditions described in Schedule 8.4, and (ii) any Property which does not meet the environmental standards or which is subject to an environmental defect unless a Notice of Environmental Defect is given with respect to such right and shall be obligated Property on or prior to purchase the affected Assets without conducting such testing or sampling or any adjustment of the Purchase Price unless otherwise provided in this AgreementFirst Title Notice Date.

Environmental Assessment. Buyer shall have the right for a period commencing upon execution of this Agreement by both parties and ending on November 28, 2012, to conduct an environmental assessment of the Assets, at Buyer’s sole risk, liability and expense. The Seller shall make available cause the Bank to Buyer, during grant the environmental assessment period described above, Seller’s historical files regarding prior operations on the Assets, and provide Buyer and (or its representatives with agents) reasonable access to the Assets to conduct premises of Bank for the environmental assessmentpurpose of conducting Phase I Hazardous Waste Assessments (the “Assessments”) of Owned Real Property at the option of the Buyer. The cost of the Assessments shall be paid by the Buyer. The Assessments shall be completed within thirty days after the date of this Agreement. Upon the Buyer’s receipt, the Buyer shall provide the Seller three with a copy of the Assessments. The Buyer shall promptly, and in no event later than fifteen days after receipt of such Assessment, give written notice to the Seller stating either that (3i) the Assessments are approved by the Buyer or (ii) such Assessments are not approved by the Buyer and the reasons therefor. If the Buyer does not give any such notice within such fifteen day period, then any Assessment for which no notice was given shall be deemed approved by the Buyer. WHD/12223603.9 - 16 - If the Buyer gives a notice pursuant to (ii) above which sets forth specific objections to the Assessments (the “Environmental Objections”), then the Buyer may, at its option, terminate this Agreement in accordance with Article 14 hereof, effective as of the date which is thirty (30) days prior written after the date of such notice of a desired date(sunless during such thirty (30) for day period the Seller either (a) commences action to correct or satisfies such assessment and Seller shall have the right to be present during any assessment and, if any testing is conducted pursuant to Seller’s express prior written consent, Seller may require splitting of all samples. Notwithstanding any other provision of this Agreement Environmental Objections to the contraryreasonable satisfaction of the Buyer, or (b) agrees to indemnify and hold the Buyer shall not have harmless from and against any damage or loss suffered or incurred by the right to drill any test, monitor or other xxxxx or to extract samples of any air, soil, water or other substance from the Assets without Seller’s express prior written consent. If Buyer proposes as a reasonable request to drill a test well or extract a sample pursuant to a systematic and customary procedure for the assessment result of the environmental condition problem(s) which is the subject of the Assets and Environmental Objection(s), such indemnification to be on terms reasonably acceptable to the Buyer. Within five (5) days after the date of this Agreement, the Seller refuses to grant its consent to such a well shall provide the Buyer with copies of any environmental reports or sampling, then Buyer shall have assessments regarding the right, for a period of seventy-two (72) hours following notification of Seller’s refusal to consent, to deliver written notice to Seller of Buyer’s election to exclude from this transaction Owned Real Property which are in the portion possession of the Assets affected by such proposed test well Bank or sample, and the Purchase Price shall be adjusted accordingly by the Allocated Value of such portion of the Assets so excluded. Under no circumstances whatsoever shall Seller ever be obligated to grant its consent to any such test xxxxx or sampling proposed by Buyer, and Buyer’s sole and exclusive remedy for any refusal by Seller to grant its consent shall be the limited right contained in the preceding sentence to exclude the affected Assets from the transactions contemplated by this Agreement. If Buyer fails to exercise the right to exclude such Assets by written notice to Seller delivered prior to the expiration of the seventy-two hour period described above, then Buyer shall be conclusively deemed to have waived such right and shall be obligated to purchase the affected Assets without conducting such testing or sampling or any adjustment of the Purchase Price unless otherwise provided in this AgreementSeller.

Environmental Assessment. Buyer shall have the right for a period commencing upon execution of this Agreement by both parties and ending on November 28, 2012, to conduct an environmental assessment of the Assets, at Buyer’s sole risk, liability and expense. Seller shall make available to Buyer, during the environmental assessment period described above, Seller’s historical files regarding prior operations on the Assets, and provide Buyer and its representatives with reasonable access to the Assets to conduct the environmental assessment. Buyer shall provide Seller three (3a) days prior written notice of a desired date(s) for such assessment and Seller shall have the right to be present during any assessment and, if any testing is conducted pursuant to Seller’s express prior written consent, Seller may require splitting of all samples. Notwithstanding any other provision of this Agreement to the contrary, Buyer shall not have the right to drill any test, monitor or other xxxxx or to extract samples of any air, soil, water or other substance from the Assets without Seller’s express prior written consent. If Buyer proposes a reasonable request to drill a test well or extract a sample pursuant to a systematic and customary procedure for the assessment of the environmental condition of the Assets and Seller refuses to grant its consent to such a well or sampling, then Buyer shall have the right, for a period of seventy-two (72) hours following notification of Seller’s refusal to consentat Buyer's sole cost, risk, and expense, to deliver written notice to Seller of Buyer’s election to exclude from this transaction the portion undertake an environmental assessment of the Assets affected by Properties during the period ending on the Title Notice Date (the "Inspection Period"). Buyer and its agents shall have the same right as Seller to enter upon the Properties, inspect the same, conduct soil and water sampling, analysis and monitoring, including soil borings (and, after notice and consultation with Seller, drilling groundwater monitoring xxxxx), an generally conduct such proposed test well tests, examinations, investigations and studies as Buyer deems necessary or sampleappropriate for preparing appropriate engineering and other reports and making judgments relating to the Properties, their condition, and the Purchase Price presence of chemicals and other substances. Seller shall be adjusted accordingly by cooperate with any efforts of Buyer and its agents to obtain third party consents for access to those parcels of land within the Allocated Value Properties to which Seller may not presently have access. Buyer and its agents shall have reasonable access to Seller's agents and employees in the course of conducting Buyer's environmental assessment. Buyer agrees to provide to Seller a copy of all facts discovered in the course of conducting Buyer's environmental assessment, including all direct observations (if in writing or other tangible or transferable medium), data and summaries thereof. Buyer shall keep any data or information acquired in the course of such portion examinations and the results of the Assets so excluded. Under no circumstances whatsoever shall Seller ever be obligated to grant its consent all analyses of such data and information strictly confidential and not disclose same to any person or agency without the prior written approval of Seller, except that Buyer may disclose to authorities having jurisdiction such test xxxxx information as is required by law or sampling proposed by Buyer, and Buyer’s sole and exclusive remedy for any refusal by Seller court order at the same time that Buyer provides such information to grant its consent shall be the limited right contained in the preceding sentence to exclude the affected Assets from the transactions contemplated by this AgreementSeller. If Buyer fails to exercise determines that conditions on a Property do not satisfy the right to exclude environmental standards set forth in Section 8.4 below in a material respect, then Buyer may notify Seller of such Assets condition by written notice to Seller delivered providing Seller, on or prior to the expiration Title Notice Date, a written "Notice of Environmental Defect" setting forth in detail the seventy-two hour period described abovefacts giving rise to the claimed defect, then the environmental standard which Buyer claims is not satisfied, any Applicable Environmental Law (hereinafter defined) which Buyer contends has been breached or violated and, if the claimed defect arises from information contained in a document, a copy of such document or the relevant parts thereof. Buyer shall be conclusively deemed to have waived accepted without objection (i) the environmental conditions described in Schedule 8.4, and (ii) any Property which does not meet the environmental standards or which is subject to an environmental defect unless a Notice of Environmental Defect is given with respect to such right and Property on or prior to the First Title Notice Date. (b) Buyer shall be obligated deemed to purchase the affected Assets without conducting such testing or sampling or any adjustment have given, effective as of the Purchase Price unless otherwise provided in date of this Agreement, a Notice of Environmental Defect with respect to the Properties and conditions described in Schedule 8.2.

Environmental Assessment. Buyer shall have the right for a period commencing upon execution of this Agreement by both parties and ending on November 28, 2012, to conduct an environmental assessment of the Assets, at Buyer’s sole risk, liability and expense. Seller shall make available to Buyer, during the environmental assessment period described above, Seller’s historical files regarding prior operations on the Assets, and provide Buyer and its representatives with reasonable access to the Assets to conduct the environmental assessment. Buyer shall provide Seller three (3) days prior written notice of a desired date(s) for such assessment and Seller Purchaser shall have the right to conduct an environmental site assessment (“ESA”) of the Real Property, including a Phase I/II EA or BEA and collect any samples of soil, groundwater, air or other environmental medium or matter on the Real Property. After completion of the ESA, if the Purchaser desires to or is required to perform additional environmental testing based on recognized environmental contamination (“REC”), a copy of ESA and written synopsis of the scope of the additional environmental testing (Environmental Testing Work Plan Report) will be present during provided to Seller. The Purchaser reserves the right after receipt and review of the Environmental Testing Work Plan Report, at its sole discretion to either acknowledge its continued interest in the acquisition of the Real Property subject to the results of the additional testing or terminate this Agreement without liability. If necessary, Closing shall be postponed for a reasonable period, not to exceed thirty (30) days, for the purposes of conducting any additional testing recommended by Purchaser’s environmental consultants in connection with any REC’s. On receipt of the additional testing reports Purchaser shall provide copies to Seller with notice of its intent to proceed to Closing or terminate this Agreement, at its sole discretion, based on an unsatisfactory environmental assessment and without liability. The Purchaser shall pay the cost of the environmental assessment. Purchaser shall be responsible for restoring any portion of the Real Property to the same condition existing prior to the environmental assessment to the extent reasonably practicable. The environmental assessment, and the results thereof, shall be delivered to the Purchaser and be the property of the Purchaser. Until such time as Purchaser’s has acquired the Real Property, the Purchaser agrees that it shall not disclose the results to any other party, except as necessary to acquire the Real Property, or as may otherwise be required by law. Purchaser shall use all reasonable efforts to minimize any damage to the Real Property and, if in the event any testing portion of the Real Property is conducted pursuant disturbed or altered by virtue of Purchaser's activities, Purchaser shall promptly, at its sole cost and expense, restore the Real Property to Seller’s express substantially the same condition that existed prior written consentto such disturbance or alteration. Purchaser shall indemnify and hold harmless Seller from and against any and all claims, Seller may require splitting liabilities, suits, costs, expenses and damages, including reasonable attorneys' fees, arising out of all samplesthe activities of Purchaser or its agents, employees or contractors. Notwithstanding any other provision of this Agreement to the contraryabove, Buyer shall not have the Purchaser reserves the right to drill assert any testdefense it may have, monitor whether in law or other xxxxx or to extract samples of any airequity, soil, water or other substance from the Assets without Seller’s express prior written consent. If Buyer proposes a reasonable request to drill a test well or extract a sample pursuant to a systematic and customary procedure for the assessment of the environmental condition of the Assets and Seller refuses to grant its consent to such a well or sampling, then Buyer shall have the right, for a period of seventy-two (72) hours following notification of Seller’s refusal to consent, to deliver written notice to Seller of Buyer’s election to exclude from this transaction the portion of the Assets affected by such proposed test well or sample, and the Purchase Price shall be adjusted accordingly by the Allocated Value of such portion of the Assets so excluded. Under no circumstances whatsoever shall Seller ever be obligated to grant its consent to any such test xxxxx claim, liability, suit, cost, expense or sampling proposed by Buyer, and Buyer’s sole and exclusive remedy for any refusal by Seller to grant its consent shall be the limited right contained in the preceding sentence to exclude the affected Assets from the transactions contemplated by this Agreement. If Buyer fails to exercise the right to exclude such Assets by written notice to Seller delivered prior to the expiration of the seventy-two hour period described above, then Buyer shall be conclusively deemed to have waived such right and shall be obligated to purchase the affected Assets without conducting such testing or sampling or any adjustment of the Purchase Price unless otherwise provided in this Agreementdamage.

Environmental Assessment. Buyer shall have the right for a period commencing upon Not later than forty-five (45) days after ------------------------ execution of this Agreement by both parties and ending on November 28Agreement, 2012Buyer shall obtain, to conduct an at its option, a Phase I environmental assessment of the Assets, at Buyer’s sole risk, liability and expense. Seller shall make available to Buyer, during Real Property by an environmental engineer selected by Buyer (the environmental assessment period described above, Seller’s historical files regarding prior operations on the Assets, and provide Buyer and its representatives with reasonable access to the Assets to conduct the environmental assessment"Environmental Assessment"). Buyer shall commission and pay the cost of such Environmental Assessment and shall provide a copy to Seller three (3) days prior written notice and the Company. The Environmental Assessment shall be subject to the confidentiality provisions of Section 5.7. If after appropriate inquiry into the previous ownership of and uses of the Real Property consistent with good commercial or customary practice, the environmental engineer concludes that environmental conditions exist on, under or affecting such properties that would constitute a desired date(s) for such assessment breach of Seller's representations and Seller shall have warranties contained in Section 3.19 of this Agreement or cause the right condition contained in Section 6.9 to not be present during any assessment andsatisfied, if any testing is conducted pursuant to Seller’s express prior written consent, Seller may require splitting of all samples. Notwithstanding then notwithstanding any other provision provisions of this Agreement to the contrarycontrary but subject to the following sentence, Seller shall at its sole cost and expense (up to a maximum aggregate amount of $50,000) remove, correct or remedy any condition or conditions which constitute a violation or breach of Seller's representations and warranties contained in Section 3.19 prior to the Closing Date and provide to Buyer at Closing a certificate from an environmental abatement firm reasonably acceptable to Buyer that such removal, correction or remedy has been completed so that Seller's representations and warranties contained in Section 3.19 will be true as of the Closing Date and the condition contained in Section 6.9 will be satisfied as of the Closing Date. In the event the cost of removal, correction or remedy of the environmental conditions exceeds Fifty Thousand Dollars ($50,000), Buyer may elect to proceed with the Closing but shall not be obligated to close under any circumstances which would require Buyer to assume ownership of the Station under conditions where there exist any uncured violations of warranties, representations or covenants with respect to environmental matters. Notwithstanding anything to the contrary contained herein (including the provisions of Article IX), in the event Buyer does elect to close the transaction, Buyer shall not have no further recourse against Seller's and the right Company with respect to drill any testthe removal, monitor correction or other xxxxx or to extract samples remedy of any air, soil, water or other substance from the Assets without Seller’s express prior written consent. If Buyer proposes a reasonable request to drill a test well or extract a sample such environmental conditions discovered pursuant to a systematic and customary procedure for the assessment Environmental Assessment. Similarly, in the event Buyer does not elect to close the transaction, Buyer shall likewise have no further recourse against Seller or the Company with respect to the removal, correction or remedy of such environmental conditions discovered pursuant to the environmental condition Environmental Assessment, or with respect to any breaches of the Assets and Seller refuses to grant its consent representations or warranties relating to such a well or samplingmatters; rather, then Buyer Buyer's sole remedy under those circumstances shall have the right, for a period of seventy-two (72) hours following notification of Seller’s refusal be to consent, to deliver written notice to Seller of Buyer’s election to exclude from terminate this transaction the portion of the Assets affected by such proposed test well or sample, and the Purchase Price shall be adjusted accordingly by the Allocated Value of such portion of the Assets so excluded. Under no circumstances whatsoever shall Seller ever be obligated to grant its consent to any such test xxxxx or sampling proposed by Buyer, and Buyer’s sole and exclusive remedy for any refusal by Seller to grant its consent shall be the limited right contained in the preceding sentence to exclude the affected Assets from the transactions contemplated by this Agreement. If Buyer fails to exercise the right to exclude such Assets by written notice to Seller delivered prior pursuant to the expiration provisions of the seventy-two hour period described above, then Buyer shall be conclusively deemed to have waived such right and shall be obligated to purchase the affected Assets without conducting such testing or sampling or any adjustment of the Purchase Price unless otherwise provided in this AgreementSection 10.1(b)(ii)(C) below.

Environmental Assessment. Buyer Provide to the Lender from time- to-time, at the Borrower's sole fee, cost and expense, if the Lender shall ever have reason to believe that any Hazardous Material affects the Premises, or if any Governmental Action is made or threatened, or if an Event of Default shall have occurred, an Environmental Assessment, which Environmental Assessment shall have been ordered by the right for a period commencing upon execution of this Agreement by both parties Borrower within ten (10) days after the Lender's request and ending on November 28, 2012, which shall be delivered to conduct an environmental assessment the Lender promptly after the date of the AssetsLender's request. At all other times, the Lender may request an Environmental Assessment to be provided by the Borrower at Buyer’s sole risk, liability and the Lender's expense. Seller shall make The Borrower will cooperate with each consulting firm making any Environmental Assessment and will promptly supply to the consulting firm, from time to time upon request, all information available to Buyer, during the environmental assessment period described above, Seller’s historical files regarding prior operations on Borrower to facilitate the Assets, and provide Buyer and its representatives with reasonable access completion of the Environmental Assessment. If the Borrower fails to furnish the Assets to conduct the environmental assessment. Buyer shall provide Seller three Lender within ten (310) days prior written notice after the Lender's request with a copy of a desired date(san agreement with an acceptable environmental consulting firm to provide such Environmental Assessment, or if the Borrower fails to order such Environmental Assessment within ten (10) for days after the Lender's request, the Lender may cause any such assessment and Seller shall have the right Environmental Assessment to be present during made at the Borrower's fee, cost, expense and risk. The Lender may disclose to interested parties any assessment and, if any testing is conducted pursuant to Seller’s express prior written consent, Seller may require splitting of all samples. Notwithstanding any other provision of this Agreement to information the contrary, Buyer shall not have the right to drill any test, monitor or other xxxxx or to extract samples of any air, soil, water or other substance from the Assets without Seller’s express prior written consent. If Buyer proposes a reasonable request to drill a test well or extract a sample pursuant to a systematic and customary procedure for the assessment of Lender ever has about the environmental condition or compliance of the Assets and Seller refuses Premises, but shall be under no duty to grant its consent disclose any such information except as may be required by law. The Lender shall be under no duty to such a well or sampling, then Buyer shall have the right, for a period of seventy-two (72) hours following notification of Seller’s refusal to consent, to deliver written notice to Seller of Buyer’s election to exclude from this transaction the portion make any Environmental Assessment of the Assets affected by such proposed test well or samplePremises, and in no event shall any such Environmental Assessment by the Purchase Price Lender be or give rise to a representation that any Hazardous Material is or is not present on the Premises, or that there has been or shall be adjusted accordingly compliance with any Hazardous Materials Law, nor shall the Borrower or any other Person be entitled to rely on any Environmental Assessment made by the Allocated Value Lender or at the Lender's request. The Lender owes no duty of such portion of care to protect the Assets so excluded. Under no circumstances whatsoever shall Seller ever be obligated to grant its consent to any such test xxxxx or sampling proposed by Buyer, and Buyer’s sole and exclusive remedy for any refusal by Seller to grant its consent shall be the limited right contained in the preceding sentence to exclude the affected Assets from the transactions contemplated by this Agreement. If Buyer fails to exercise the right to exclude such Assets by written notice to Seller delivered prior to the expiration of the seventy-two hour period described above, then Buyer shall be conclusively deemed to have waived such right and shall be obligated to purchase the affected Assets without conducting such testing or sampling Borrower or any adjustment of other Person against, or to inform them of, any Hazardous Material or other adverse condition affecting the Purchase Price unless otherwise provided in this AgreementPremises.

Environmental Assessment. (a) Upon notice to Seller and Company, Buyer shall have the right for a period commencing upon execution of this Agreement by both parties and ending on November 28, 2012, to conduct cause an environmental assessment of all or any portion of the AssetsAssets (the “Environmental Assessment”) to be conducted during Company’s normal business hours by a reputable environmental consulting or engineering firm approved in advance in writing by Seller; provided, to the extent the conduct of any part of such Environmental Assessment requires the consent of any Non-Party, then the conduct of such part shall be subject to obtaining such consent (and Seller shall, or shall cause Company to, use commercially reasonable efforts to obtain the consent of such Non-Party, but neither Seller nor Company shall have any obligation to provide consideration in exchange for such consent). The Environmental Assessment shall be limited to Phase 1 Activities. The Environmental Assessment shall be conducted at Buyer’s the sole riskcost, liability risk and expense. Seller shall make available to expense of Buyer, during and shall be subject to Section 3.3 and the environmental assessment period described above, Seller’s historical files regarding prior operations on the Assets, and provide Buyer and its representatives with reasonable access to the Assets to conduct the environmental assessmentIndemnity Obligations. Buyer shall provide Seller three (3) days prior written notice of a desired date(s) for such assessment and Seller shall have the right to be present during the Environmental Assessment of any assessment andAsset, if any testing is conducted and Buyer shall provide Seller advance written notice of the timing of same. Buyer shall maintain, and shall cause its officers, employees, representatives, consultants and advisors to maintain, all information obtained by Buyer pursuant to Seller’s express any Environmental Assessment or other due diligence activity as strictly confidential prior written consentto Closing or in perpetuity if Closing does not occur, unless disclosure of any facts discovered through such Environmental Assessment is required under applicable Law. Buyer shall provide Seller may require splitting with a copy of the final version of all samples. Notwithstanding environmental reports prepared by, or on behalf of, Buyer with respect to any other provision of this Agreement Environmental Assessment conducted with respect to the contraryAssets. If any necessary disclosures under applicable Law are required prior to Closing with respect to matters discovered by any Environmental Assessment conducted by, for or on behalf of Buyer, to the extent permissible under applicable Law, Buyer shall not have allow the right Company to drill any test, monitor or other xxxxx or to extract samples of any air, soil, water or other substance from the Assets without Seller’s express prior written consent. If Buyer proposes a reasonable request to drill a test well or extract a sample pursuant to a systematic and customary procedure for the assessment of the environmental condition of the Assets disclose such matter and Seller refuses shall be responsible for causing Company to grant its consent disclose such matters to such a well or sampling, then Buyer shall have the right, for a period of seventy-two appropriate Governmental Authorities. (72b) hours following notification of Seller’s refusal to consent, to deliver written notice to Seller Upon completion of Buyer’s election due diligence, Buyer shall at its sole cost and expense and without any cost or expense to exclude from this transaction the portion of Seller or its Affiliates (including Company), (i) repair all damage done to the Assets affected (including the real property and other assets associated therewith) caused by such proposed test well Buyer’s (or sampleany Buyer’s representatives’) due diligence, and the Purchase Price shall be adjusted accordingly by the Allocated Value of such portion of (ii) restore the Assets so excluded(including the real property and other assets associated therewith) to the same or better condition than they were prior to commencement of Buyer’s (or the Buyer’s representatives’) due diligence and (iii) remove all equipment, tools or other property brought onto the Assets in connection with Buyer’s (or the Buyer representatives’) due diligence. Under no circumstances whatsoever shall Seller ever Any disturbance to the Assets (including the real property and other assets associated therewith) resulting from the due diligence conducted by or on behalf of Buyer will be obligated to grant its consent to any such test xxxxx or sampling proposed promptly corrected by Buyer, and Buyer’s sole and exclusive remedy for any refusal by Seller to grant its consent shall be the limited right contained in the preceding sentence to exclude the affected Assets from the transactions contemplated by this Agreement. If Buyer fails to exercise the right to exclude such Assets by written notice to Seller delivered prior to the expiration of the seventy-two hour period described above, then Buyer shall be conclusively deemed to have waived such right and shall be obligated to purchase the affected Assets without conducting such testing or sampling or any adjustment of the Purchase Price unless otherwise provided in this Agreement.

Environmental Assessment. Buyer shall have the right for a period commencing upon execution of this Agreement by both parties and ending on November 28, 2012, to conduct an environmental assessment of the Assets, at Buyer’s sole risk, liability and expense. The Seller shall make available cause the Bank to Buyer, during grant the environmental assessment period described above, Seller’s historical files regarding prior operations on the Assets, and provide Buyer and (or its representatives with agents) reasonable access to the Assets to conduct premises of Bank for the environmental assessmentpurpose of conducting Phase I Hazardous Waste Assessments (the “Assessments”) of Owned Real Property at the option of the Buyer. The cost of the Assessments shall be paid by the Buyer. The Assessments shall be completed within thirty days after the date of this Agreement. Upon the Buyer’s receipt, the Buyer shall provide the Seller three with a copy of the Assessments. The Buyer shall promptly, and in no event later than fifteen days after receipt of such Assessment, give written notice to the Seller stating either that (3i) the Assessments are approved by the Buyer or (ii) such Assessments are not approved by the Buyer and the reasons therefor. If the Buyer does not give any such notice within such fifteen day period, then any Assessment for which no notice was given shall be deemed approved by the Buyer. If the Buyer gives a notice pursuant to (ii) above which sets forth specific objections to the Assessments (the “Environmental Objections”), then the Buyer may, at its option, terminate this Agreement in accordance with Article 14 hereof, effective as of the date which is thirty (30) days prior written after the date of such notice of a desired date(sunless during such thirty (30) for day period the Seller either (a) commences action to correct or satisfies such assessment and Seller shall have the right to be present during any assessment and, if any testing is conducted pursuant to Seller’s express prior written consent, Seller may require splitting of all samples. Notwithstanding any other provision of this Agreement Environmental Objections to the contraryreasonable satisfaction of the Buyer, or (b) agrees to indemnify and hold the Buyer shall not have harmless from and against any damage or loss suffered or incurred by the right to drill any test, monitor or other xxxxx or to extract samples of any air, soil, water or other substance from the Assets without Seller’s express prior written consent. If Buyer proposes as a reasonable request to drill a test well or extract a sample pursuant to a systematic and customary procedure for the assessment result of the environmental condition problem(s) which is the subject of the Assets and Environmental Objection(s), such indemnification to be on terms reasonably acceptable to the Buyer. Within five (5) days after the date of this Agreement, the Seller refuses to grant its consent to such a well shall provide the Buyer with copies of any environmental reports or sampling, then Buyer shall have assessments regarding the right, for a period of seventy-two (72) hours following notification of Seller’s refusal to consent, to deliver written notice to Seller of Buyer’s election to exclude from this transaction Owned Real Property which are in the portion possession of the Assets affected by such proposed test well Bank or sample, and the Purchase Price shall be adjusted accordingly by the Allocated Value of such portion of the Assets so excluded. Under no circumstances whatsoever shall Seller ever be obligated to grant its consent to any such test xxxxx or sampling proposed by Buyer, and Buyer’s sole and exclusive remedy for any refusal by Seller to grant its consent shall be the limited right contained in the preceding sentence to exclude the affected Assets from the transactions contemplated by this Agreement. If Buyer fails to exercise the right to exclude such Assets by written notice to Seller delivered prior to the expiration of the seventy-two hour period described above, then Buyer shall be conclusively deemed to have waived such right and shall be obligated to purchase the affected Assets without conducting such testing or sampling or any adjustment of the Purchase Price unless otherwise provided in this AgreementSeller.

Environmental Assessment. Buyer shall have (a) Within forty-five (45) days from the right for a period commencing upon execution of this Agreement by both parties and ending on November 28Effective Date, 2012, to Purchaser may conduct an environmental assessment of the AssetsReal Property utilizing an environmental consultant of Purchaser's choice; provided, at Buyer’s sole riskhowever, liability and expense. Seller shall make available to Buyer, during the environmental assessment period described above, Seller’s historical files regarding prior operations on the Assets, and provide Buyer and its representatives with reasonable access to the Assets to conduct the environmental assessment. Buyer shall provide Seller three (3) days prior written notice of a desired date(s) for such assessment and Seller Purchaser shall have the right to be present during any assessment and, if any testing is conducted pursuant extend the aforesaid forty-five (45) day period for a period not to Seller’s express prior exceed fifteen (15) days upon delivery to Seller of written consent, Seller may require splitting notice of all samples. Notwithstanding any other provision the exercise of this Agreement to such extension right not later than the contrary, Buyer shall not have the right to drill any test, monitor or other xxxxx or to extract samples expiration of any air, soil, water or other substance from the Assets without Seller’s express prior written consentsaid forty-five (45) day period. If Buyer proposes a reasonable request to drill a test well the environmental assessment obtained or extract a sample pursuant to a systematic and customary procedure for the assessment conducted by Purchaser reveals any Environmental Contamination on or under any portion of the Real Property and if, in the good faith professional judgment of Purchaser's environmental condition consultant the Environmental Contamination could reasonably be expected to cost in excess of $50,000.00 per Environmental Contamination in any one area or, in the Assets aggregate, in excess of $250,000.00 within any "Block" (as designated on Seller's internally prepared Block Maps, copies of which have been made available to Purchaser for its review and use) to investigate and remediate, Purchaser shall notify Seller refuses to grant its consent to in writing within such a well or samplingforty-five (45) day period (as the same may be extended, then Buyer shall have as provided above) identifying with reasonable specificity the Environmental Contamination and exercising the right, for a period of seventy-two (72) hours following notification of Seller’s refusal to consentat Purchaser's election, to deliver written notice to Seller of Buyer’s election to exclude do the following: (i) if such portion is Owned Real Property, then Purchaser may delete such portion or "Block," as applicable, from this transaction the Real Property; or (ii) if such portion is Leased Real Property, then Purchaser may delete the Real Property Lease covering such portion or "Block," as applicable (and all of the Assets affected Leased Real Property covered by such proposed test well Real Property Lease shall be deemed deleted from the Real Property). If Purchaser makes a timely election under either of clauses (i) or sample(ii) of the preceding sentence, and then the Purchase Price shall will be adjusted accordingly reduced by an amount equal to the Allocated Value value (assuming no Environmental Contamination) of such deleted portion of Owned Real Property or the Assets so excluded. Under value (assuming no circumstances whatsoever shall Seller ever be obligated to grant its consent to any Environmental Contamination) of Seller's leasehold interest under such test xxxxx or sampling proposed by Buyerdeleted Real Property Lease, and Buyer’s sole and exclusive remedy for any refusal by Seller to grant its consent shall be as the limited right contained in the preceding sentence to exclude the affected Assets from the transactions contemplated by this Agreement. If Buyer fails to exercise the right to exclude such Assets by written notice to Seller delivered prior to the expiration of the seventy-two hour period described abovecase may be, then Buyer shall be conclusively deemed to have waived such right and shall be obligated to purchase the affected Assets without conducting such testing or sampling or any adjustment of the Purchase Price unless otherwise provided in this Agreement.as mutually agreed upon by

Environmental Assessment. Buyer shall have the right for a period commencing upon execution of this Agreement by both parties and ending on November 28, 2012the Examination Period End Date, to conduct an environmental assessment of the Assets, at Buyer’s sole risk, liability and expense. Seller shall make available to Buyer, during the environmental assessment period described above, Seller’s historical files regarding prior operations on the Assets, and provide Buyer and its representatives with reasonable access to the Assets to conduct the environmental assessment. Buyer shall provide Seller three (3) days prior written notice of a desired date(s) date and time for such assessment and Seller shall have the right to be present during any assessment and, if any testing is conducted pursuant to Seller’s express prior written consent, Seller may require splitting of all samples. Notwithstanding any other provision of this Agreement to the contrary, Buyer shall not have the right to drill any test, monitor or other xxxxx or to extract samples of any air, soil, water or other substance from the Assets without Seller’s express prior written consent. If Buyer proposes a reasonable request to drill a test well or extract a sample pursuant to a systematic and customary procedure for the assessment of the environmental condition of the Assets and Seller refuses to grant its consent to such a well or sampling, then Buyer shall have the right, for a period of seventy-two (72) hours following notification of Seller’s refusal to consent, to deliver written notice to Seller of Buyer’s election to exclude from this transaction the portion of the Assets affected by such proposed test well or sample, and the Purchase Price shall be adjusted reduced accordingly by the Allocated Value of such portion of the Assets so excluded. Under no circumstances whatsoever shall Seller ever be obligated to grant its consent to any such test xxxxx or sampling proposed by Buyer, and Buyer’s sole and exclusive remedy for any refusal by Seller to grant its consent shall be the limited right contained in the preceding sentence to exclude the affected Assets from the transactions contemplated by this Agreement. If Buyer fails to exercise the right to exclude such Assets by written notice to Seller delivered prior to the expiration of the seventy-two hour period described above, then Buyer shall be conclusively deemed to have waived such right and shall be obligated to purchase the affected Assets without conducting such testing or sampling or any adjustment of the Purchase Price unless otherwise provided in this Agreement.

Environmental Assessment. Buyer Provide to the Lender from time-to-time, at the Borrower's sole fee, cost and expense, if the Lender shall ever have reason to believe that any Hazardous Material affects the Premises, or if any Governmental Action is made or threatened, or if an Event of Default shall have occurred, an Environmental Assessment, which Environmental Assessment shall have been ordered by the right for a period commencing upon execution of this Agreement by both parties Borrower within ten (10) days after the Lender's request and ending on November 28, 2012, which shall be delivered to conduct an environmental assessment the Lender promptly after the date of the AssetsLender's request. At all other times, the Lender may request an Environmental Assessment to be provided by the Borrower at Buyer’s sole risk, liability and the Lender's expense. Seller shall make The Borrower will cooperate with each consulting firm making any Environmental Assessment and will promptly supply to the consulting firm, from time to time upon request, all information available to Buyer, during the environmental assessment period described above, Seller’s historical files regarding prior operations on Borrower to facilitate the Assets, and provide Buyer and its representatives with reasonable access completion of the Environmental Assessment. If the Borrower fails to the Assets to conduct the environmental assessment. Buyer shall provide Seller three order such Environmental Assessment within ten (310) days prior written notice of a desired date(s) for after the Lender's request, the Lender may cause any such assessment and Seller shall have the right Environmental Assessment to be present during made at the Borrower's fee, cost, expense and risk. The Lender may disclose to interested parties any assessment and, if any testing is conducted pursuant to Seller’s express prior written consent, Seller may require splitting of all samples. Notwithstanding any other provision of this Agreement to information the contrary, Buyer shall not have the right to drill any test, monitor or other xxxxx or to extract samples of any air, soil, water or other substance from the Assets without Seller’s express prior written consent. If Buyer proposes a reasonable request to drill a test well or extract a sample pursuant to a systematic and customary procedure for the assessment of Lender ever has about the environmental condition or compliance of the Assets and Seller refuses Premises, but shall be under no duty to grant its consent disclose any such information except as may be required by law. The Lender shall be under no duty to such a well or sampling, then Buyer shall have the right, for a period of seventy-two (72) hours following notification of Seller’s refusal to consent, to deliver written notice to Seller of Buyer’s election to exclude from this transaction the portion make any Environmental Assessment of the Assets affected by such proposed test well or samplePremises, and in no event shall any such Environmental Assessment by the Purchase Price Lender be or give rise to a representation that any Hazardous Material is or is not present on the Premises, or that there has been or shall be adjusted accordingly compliance with any Hazardous Materials Law, nor shall the Borrower or any other Person be entitled to rely on any Environmental Assessment made by the Allocated Value Lender or at the Lender's request The Lender owes no duty of such portion of care to protect the Assets so excluded. Under no circumstances whatsoever shall Seller ever be obligated to grant its consent to any such test xxxxx or sampling proposed by Buyer, and Buyer’s sole and exclusive remedy for any refusal by Seller to grant its consent shall be the limited right contained in the preceding sentence to exclude the affected Assets from the transactions contemplated by this Agreement. If Buyer fails to exercise the right to exclude such Assets by written notice to Seller delivered prior to the expiration of the seventy-two hour period described above, then Buyer shall be conclusively deemed to have waived such right and shall be obligated to purchase the affected Assets without conducting such testing or sampling Borrower or any adjustment of other Person against, or to inform them of, any Hazardous Material or other adverse condition affecting the Purchase Price unless otherwise provided in this AgreementPremises.

Environmental Assessment. (a) Not later than sixty (60) days after execution of this Agreement, Buyer may obtain a Phase I (the “Phase I”) environmental assessment of each of the Ground Lease Subject Locations by an environmental engineer selected by Buyer. If, in Buyer’s reasonable judgment based on the findings and recommendations of any Phase I, Buyer determines that any further environmental assessment, including, but not limited to, a Phase II (the “Additional Assessment”) of one or more of the Ground Lease Subject Locations is appropriate, Buyer shall have be entitled, subject to the right for a consent and approval of the owner of each Ground Lease Subject Location, to obtain an Additional Assessment on such Ground Lease Subject Location or any portion thereof (the Phase I and the Additional Assessment, if obtained with respect to any Ground Lease Subject Location, shall each be referred to herein as an “Environmental Assessment”). If Buyer seeks to obtain any Additional Assessment, the 60-day environmental review period commencing upon referenced above shall be extended to be ninety (90) days from the date of execution of this Agreement by both parties (or if such date falls on a non-Business Day, then the period shall be extended to the next Business Day). The Buyer shall commission and ending on November 28pay the cost of each such Environmental Assessment. (b) If based upon the Environmental Assessment, 2012Buyer reasonably concludes that Hazardous Material exists at any portion of the Ground Lease Subject Locations in violation of applicable Environmental Law (an “Environmental Violation”), Buyer shall deliver to conduct Seller a copy of the Environmental Assessment indicating such Environmental Violation within the 60-day (or 90-day, if applicable) review period referenced above. Within ten (10) Business Days of receiving any such copy of an Environmental Assessment indicating an Environmental Violation, Seller shall notify Buyer in writing if Seller will agree to remove, correct, or remedy any such Environmental Violation at Seller’s sole cost and expense prior to Closing and will agree to provide Buyer, as a condition to Closing, a certificate from an environmental assessment of the Assetsabatement firm reasonably acceptable to Buyer that any such Environmental Violation has been fully removed, corrected or remediated (or, at Buyer’s sole riskelection and cost, liability and expense. Seller shall make available to Buyer, during Buyer may require the environmental assessment firm that performed the original Environmental Assessment to provide a new environmental report showing that any previously identified conditions have been corrected). (c) If Seller notifies Buyer that it will not correct or remedy any Environmental Violation prior to Closing, or fails to notify Buyer whether it will correct or remedy any Environmental Violation within the ten (10) Business Day period described abovereferenced in Section 5.14(b), Seller’s historical files regarding prior operations on Buyer may elect to exclude the Assets, and provide Buyer and its representatives Ground Lease Subject Location that is affected by the Environmental Violation from the Subject Locations to be acquired pursuant to this Agreement (with reasonable access a corresponding reduction to the Assets to conduct the environmental assessment. Buyer shall provide Maximum Aggregate Purchase Price), by providing Seller three (3) days prior with written notice of a desired date(ssuch election within five (5) for such assessment and Seller shall have the right to be present during any assessment and, if any testing is conducted pursuant to Business Days after receiving Seller’s express prior written consent, Seller may require splitting of all samples. Notwithstanding any other provision of this Agreement to the contrary, Buyer shall not have the right to drill any test, monitor or other xxxxx or to extract samples of any air, soil, water or other substance from the Assets without Seller’s express prior written consent. If Buyer proposes a reasonable request to drill a test well or extract a sample pursuant to a systematic and customary procedure for the assessment of the environmental condition of the Assets and Seller refuses to grant its consent to such a well or sampling, then Buyer shall have the right, for a period of seventy-two (72) hours following notification of Seller’s refusal to consent, to deliver written notice of its election not to Seller of Buyer’s election to exclude from this transaction cure the portion of the Assets affected by such proposed test well or sample, and the Purchase Price shall be adjusted accordingly by the Allocated Value of such portion of the Assets so excluded. Under no circumstances whatsoever shall Seller ever be obligated to grant its consent to any such test xxxxx or sampling proposed by Buyer, and Buyer’s sole and exclusive remedy for any refusal by Seller to grant its consent shall be the limited right contained in the preceding sentence to exclude the affected Assets from the transactions contemplated by this Agreement. If Buyer fails to exercise the right to exclude such Assets by written notice to Seller delivered prior to the expiration of the seventy-two hour period described above, then Buyer shall be conclusively deemed to have waived such right and shall be obligated to purchase the affected Assets without conducting such testing or sampling or any adjustment of the Purchase Price unless otherwise provided in this AgreementEnvironmental Violation.

Environmental Assessment. (a) Upon notice to Seller, Buyer shall have the right for a period commencing upon execution of this Agreement by both parties and ending on November 28, 2012, to conduct an environmental assessment of all or any portion of the AssetsAssets (“Environmental Assessment”) to be conducted by a reputable environmental consulting or engineering firm approved in advance in writing by Seller; provided, to the extent the conduct of any part of such Environmental Assessment requires the consent of any Non-Party, then the conduct of such part shall be subject to obtaining such consent and Seller shall use its commercially reasonable efforts to promptly obtain such consent. Subject to Section 3.14(c), the Environmental Assessment shall be limited to Phase I Activities. The Environmental Assessment shall be conducted at the sole cost, risk and expense of Buyer, and shall be subject to Section 3.4(b) and Buyer’s sole risk, liability and expenseIndemnity Obligations thereunder. Seller shall make available to Buyer, during the environmental assessment period described above, Seller’s historical files regarding prior operations on the Assets, and provide Buyer and its representatives with reasonable access to the Assets to conduct the environmental assessment. Buyer shall provide Seller three (3) days prior written notice of a desired date(s) for such assessment and Seller shall have the right to be present during the Environmental Assessment of any assessment andAsset, if any testing is conducted and Buyer shall provide Seller advance written notice of the timing of same, which shall occur during Seller’s regular hours of business. Buyer shall maintain, and shall cause members of the Buyer Group to maintain, all information obtained by Buyer pursuant to Seller’s express prior written consentany Environmental Assessment or other due diligence activity as strictly confidential in accordance with the Confidentiality Agreement, provided such information shall remain confidential in perpetuity if the Closing does not occur, unless disclosure of any facts discovered through such Environmental Assessment is required under any applicable Law. Upon request, Buyer shall provide Seller may require splitting with a copy of the final draft of all samples. Notwithstanding Non-Party environmental reports prepared on behalf of Buyer with respect to any other provision of this Agreement Environmental Assessment conducted with respect to the Assets; provided, however, notwithstanding anything in the final draft to the contrary, Buyer makes no representations or warranties with respect to the accuracy or contents of any such environmental report and Seller releases Buyer from any liability with respect thereto. If any necessary disclosures under applicable Laws are required prior to Closing with respect to matters discovered by any Environmental Assessment conducted by, for or on behalf of Buyer, Buyer agrees that Seller shall be the responsible party for disclosing such matters to the appropriate Governmental Authorities to the extent Buyer is not required by Law to disclose such matters to the appropriate Governmental Authority. (b) Upon completion of due diligence, except with respect to any Environmental Conditions discovered (but not caused) by Buyer or any of Buyer’s Representatives, Buyer shall at its sole cost and expense and without any cost or expense to Seller or its Affiliates, (i) repair all damage done to the Assets (including the real property and other assets associated therewith) caused by Buyer’s (or any member of Buyer’s Group) due diligence, (ii) restore the Assets (including the real property and other assets associated therewith) to the approximate same condition than they were prior to commencement of Buyer’s (or any member of Buyer’s Group) due diligence and (iii) remove all equipment, tools or other property brought onto the Assets in connection with Buyer’s (or any member of the Buyer’s Group) due diligence. (c) If Buyer discovers any matter or condition with respect to the Assets in its Phase I Activities that in Buyer’s or Buyer’s Representative’s reasonable opinion warrants Phase II Activities, Buyer shall be entitled to request permission of Seller to conduct Phase II Activities with respect to such Assets. If Seller or any Non-Party operator with respect to the Assets refuses to allow Buyer to conduct Phase II Activities, Buyer, at its sole election, shall have the right to drill any test, monitor or other xxxxx or to extract samples of any air, soil, water or other substance exclude the affected Asset(s) (together with all associated Assets) from the Assets without Seller’s express prior written consent. If Buyer proposes a reasonable request to drill a test well or extract a sample pursuant to a systematic and customary procedure for the assessment of the environmental condition of the Assets and Seller refuses to grant its consent to such a well or sampling, then Buyer shall have the right, for a period of seventy-two (72) hours following notification of Seller’s refusal to consent, to deliver written notice to Seller of Buyer’s election to exclude from this transaction the portion of the Assets affected by such proposed test well or sample, transactions contemplated hereunder and the Base Purchase Price shall be adjusted accordingly reduced by the Allocated Value of such portion of the Assets so excluded. Under no circumstances whatsoever shall Seller ever be obligated to grant its consent to any such test xxxxx or sampling proposed by Buyer, and Buyer’s sole and exclusive remedy for any refusal by Seller to grant its consent shall be the limited right contained in the preceding sentence to exclude the affected Assets from the transactions contemplated by this Agreement. If Buyer fails to exercise the right to exclude such Assets by written notice to Seller delivered prior to the expiration of the seventy-two hour period described above, then Buyer shall be conclusively deemed to have waived such right and shall be obligated to purchase the affected Assets without conducting such testing or sampling or any adjustment of the Purchase Price unless otherwise provided in this Agreementexcluded Assets.

Environmental Assessment. Not later than thirty (30) days after the Execution Date, the Buyer shall have may obtain a Phase I (the right for a period commencing upon execution of this Agreement by both parties and ending on November 28, 2012, to conduct an “Phase I”) environmental assessment of the AssetsReal Property by an environmental engineer selected by the Buyer. If, at in Buyer’s sole riskreasonable judgment based on the findings and recommendations of the Phase I, liability and expense. Seller shall make available to Buyer, during Buyer determines that a Phase II (the “Phase II”) environmental assessment period described aboveof the Real Property is appropriate, Seller’s historical files regarding prior operations Buyer shall be entitled to obtain a Phase II on the AssetsReal Property or any portion thereof (the Phase I and the Phase II, and provide Buyer and its representatives with reasonable access if obtained, shall be referred to herein as the Assets to conduct the environmental assessment“Environmental Assessment”). The Buyer shall provide commission and pay the cost of such Environmental Assessment. If based upon the Environmental Assessment, Buyer reasonably concludes that Hazardous Substances exist at any portion of the Real Property in violation of applicable environmental laws, then (i) Buyer shall deliver to Seller three a copy of the Environmental Assessment indicating such contamination and (3ii) days prior written notice of a desired date(s) for such assessment and Seller shall have the right to be present during any assessment and, if any testing is conducted pursuant to Seller’s express prior written consent, Seller may require splitting of all samples. Notwithstanding notwithstanding any other provision provisions of this Agreement to the contrary, but subject to the following sentence, Seller shall at its sole cost and expense (up to a maximum of $1,000,000) remove, correct or remedy any condition or conditions which result therefrom prior to the Closing Date, in which event (a) Seller shall provide to Buyer at Closing a certificate from an environmental abatement firm reasonably acceptable to Buyer that such removal, correction or remedy has been completed, or (b) Buyer may require, at Buyer’s cost, the environmental assessment firm that performed the original Environmental Assessment to provide a new environmental report showing that any previously identified conditions have been corrected. If the cost of removal, correction or remedy of the Hazardous Substances exceeds $1,000,000, Buyer may elect to (i) proceed with the Closing (but shall not have be obligated to consummate the transactions contemplated hereby under any circumstances where there exists any uncured violations of warranties, representations or covenants with respect to environmental matters or any other failure in the satisfaction of the conditions precedent to Buyer’s obligations to consummate the transactions contemplated hereunder), or (ii) terminate this Agreement at the sole option of Buyer. Notwithstanding anything in this Agreement to the contrary, including Article X, if Buyer elects to proceed with the Closing pursuant to clause (i) of the preceding sentence, Seller’s obligation to indemnify Buyer for breach of Section 4.12 or otherwise under Article X with respect to the removal, correction or remedy of the Hazardous Substances identified as a result of the Environmental Assessment shall be limited to $1,000,000 (the “Remediation Indemnification”) and, for the avoidance of doubt, Buyer’s consummation of the Closing shall not constitute a waiver of the right to drill any test, monitor or other xxxxx or to extract samples of any air, soil, water or other substance from the Assets without Seller’s express prior written consentRemediation Indemnification. If Buyer proposes a reasonable request to drill a test well or extract a sample pursuant to a systematic and customary procedure for the assessment of the environmental condition of the Assets and Seller refuses to grant its consent to such a well or sampling, then Buyer shall have the right, for a period of seventy-two (72) hours following notification of Seller’s refusal to consent, to deliver written notice Any Environmental Assessment delivered to Seller of Buyer’s election to exclude from this transaction the portion of the Assets affected by such proposed test well or sample, and the Purchase Price shall be adjusted accordingly by the Allocated Value of such portion of the Assets so excluded. Under no circumstances whatsoever shall Seller ever be obligated to grant its consent to any such test xxxxx or sampling proposed by Buyer, and Buyer’s sole and exclusive remedy for any refusal by Seller to grant its consent shall be the limited right contained in the preceding sentence to exclude the affected Assets from the transactions contemplated by this Agreement. If Buyer fails to exercise the right to exclude such Assets by written notice to Seller delivered prior subject to the expiration confidentiality provisions of the seventy-two hour period described above, then Buyer shall be conclusively deemed to have waived such right and shall be obligated to purchase the affected Assets without conducting such testing or sampling or any adjustment of the Purchase Price unless otherwise provided in this AgreementSection 6.6.

Environmental Assessment. Buyer shall have (a) Within forty-five (45) days from the right for a period commencing upon execution of this Agreement by both parties and ending on November 28Effective Date, 2012, to Purchaser may conduct an environmental assessment of the AssetsReal Property utilizing an environmental consultant of Purchaser's choice; provided, at Buyer’s sole riskhowever, liability and expense. Seller shall make available to Buyer, during the environmental assessment period described above, Seller’s historical files regarding prior operations on the Assets, and provide Buyer and its representatives with reasonable access to the Assets to conduct the environmental assessment. Buyer shall provide Seller three (3) days prior written notice of a desired date(s) for such assessment and Seller Purchaser shall have the right to be present during any assessment and, if any testing is conducted pursuant extend the aforesaid forty-five (45) day period for a period not to Seller’s express prior exceed fifteen (15) days upon delivery to Seller of written consent, Seller may require splitting notice of all samples. Notwithstanding any other provision the exercise of this Agreement to such extension right not later than the contrary, Buyer shall not have the right to drill any test, monitor or other xxxxx or to extract samples expiration of any air, soil, water or other substance from the Assets without Seller’s express prior written consentsaid forty-five (45) day period. If Buyer proposes a reasonable request to drill a test well the environmental assessment obtained or extract a sample pursuant to a systematic and customary procedure for the assessment conducted by Purchaser reveals any Environmental Contamination on or under any portion of the Real Property and if, in the good faith professional judgment of Purchaser's environmental condition consultant the Environmental Contamination could reasonably be expected to cost in excess of $50,000.00 per Environmental Contamination in any one area or, in the Assets aggregate, in excess of $250,000.00 within any "Block" (as designated on Seller's internally prepared Block Maps, copies of which have been made available to Purchaser for its review and use) to investigate and remediate, Purchaser shall notify Seller refuses to grant its consent to in writing within such a well or samplingforty-five (45) day period (as the same may be extended, then Buyer shall have as provided above) identifying with reasonable specificity the Environmental Contamination and exercising the right, for a period of seventy-two (72) hours following notification of Seller’s refusal to consentat Purchaser's election, to deliver written notice to Seller of Buyer’s election to exclude do the following: (i) if such portion is Owned Real Property, then Purchaser may delete such portion or "Block," as applicable, from this transaction the Real Property; or (ii) if such portion is Leased Real Property, then Purchaser may delete the Real Property Lease covering such portion or "Block," as applicable (and all of the Assets affected Leased Real Property covered by such proposed test well Real Property Lease shall be deemed deleted from the Real Property). If Purchaser makes a timely election under either of clauses (i) or sample(ii) of the preceding sentence, and then the Purchase Price shall will be adjusted accordingly reduced by an amount equal to the Allocated Value value (assuming no Environmental Contamination) of such deleted portion of Owned Real Property or the Assets so excluded. Under value (assuming no circumstances whatsoever shall Environmental Contamination) of Seller's leasehold interest under such deleted Real Property Lease, as the case may be, as mutually agreed upon by Purchaser and Seller, or if Purchaser and Seller ever are unable to agree within fifteen (15) days after Seller's receipt of Purchaser's election notice, then such value and the amount of such reduction will be obligated determined pursuant to grant its consent to any such test xxxxx or sampling proposed by Buyerparagraph 25 below; provided, and Buyer’s sole and exclusive remedy for any refusal by Seller to grant its consent shall be however, if the limited right contained in the preceding sentence to exclude the affected Assets from the transactions contemplated by this Agreement. If Buyer fails to exercise the right to exclude such Assets by written notice to Seller delivered prior to the expiration sum of the seventy-two hour period described values of all such deletions under this paragraph 6, plus the values of all portions of the Real Property deleted pursuant to paragraph 4(c) above, then Buyer shall plus the value of all portions of the timber which are damaged or destroyed by fire, insect infestation or other casualty (paragraph 7(b) below) and the values of all portions of the Real Property which are taken or to be conclusively deemed to have waived such right and shall be obligated to purchase the affected Assets without conducting such testing taken by condemnation or sampling or any adjustment eminent domain (paragraph 7(c) below), exceeds fifteen percent (15%) of the Purchase Price unless Price, then Purchaser may terminate this Agreement by promptly giving written notice of such termination to Seller, whereupon no party hereto will have any further rights or obligations hereunder, except as may otherwise be expressly provided herein, and any determinations of such values will be mutually agreed upon by Purchaser and Seller, or if Purchaser and Seller are unable to agree, then such values will be determined pursuant to paragraph 25 below. The date of Closing will be extended to the extent necessary to permit any determination(s) of value pursuant to this paragraph. (b) Subject to the limitations set forth below in Paragraph 6(c), Seller agrees to indemnify, defend and hold harmless Purchaser and LLC (and their respective directors, partners, members, officers, employees, shareholders, successors and assigns) from and against all losses, liabilities, damages, costs and expenses (including, without limitation, interest, penalties and reasonable attorneys' fees and disbursements, including fees and expenses arising from the enforcement of rights under this Agreement) ("Losses") actually incurred by Purchaser, LLC or any of such other indemnified parties based upon, arising out of or otherwise in respect of: (i) any Environmental Contamination (as hereinafter defined) on, in, about or under the Real Property on or prior to Closing which is not disclosed in writing by Seller or in the environmental assessments obtained by Seller prior to Closing, and (ii) any Environmental Contamination on, in, about or under the Real Property that originates from any of the sites identified on Seller's "Carve-out Sites" document dated April 26, 1999, and any sites deleted by Purchaser pursuant to paragraph 6(a).

Environmental Assessment. Buyer shall Subject to the other provisions of this Section 9, Corporation will have the right for a period commencing upon execution of this Agreement by both parties and ending on November 28, 2012, to conduct an environmental assessment of the Assets, at Buyer’s sole risk, liability and expense. Seller shall make available to Buyer, during the environmental assessment period described above, Seller’s historical files regarding prior operations on the Assets, and provide Buyer and its representatives a Phase I Environmental Assessment with reasonable access respect to the Assets to conduct the as provided in or consistent with ASTM E1527-13 and limited environmental assessment. Buyer shall provide Seller three compliance review (3) days prior written notice of a desired date(s) for such assessment “Environmental Assessment”), and Seller in connection therewith shall have the right to be present during enter the Lands operated by Contributor and inspect the Assets thereon. Corporation shall perform the Environmental Assessment in a reasonably safe and workmanlike manner and so as to not unreasonably interfere in any assessment andmaterial respect with Contributor’s or the Third Party operator’s operations and in compliance with all applicable Laws, if in each case, in all material respects. Contributor has the right, but not the obligation, to witness all such inspections at Contributor’s sole cost and expense. To the extent related to an Environmental Liability Notice, Corporation shall provide Contributor with copies of the results of the Environmental Assessment. Corporation shall keep the results of the Environmental Assessment confidential in accordance with the Confidentiality Agreement and shall not use such results for any testing purpose prior to Closing other than for the purpose of evaluating and exercising Corporation’s rights under this Agreement (together with related matters). If Corporation’s environmental consultant that is conducted pursuant conducting an Environmental Assessment reasonably determines that sampling, testing, boring, drilling or other investigative activities (“Phase II ESA”) are necessary in order for Corporation to Seller’s express prove the existence of any Environmental Liability or determine any Lowest Cost Response and Corporation desires to request such Phase II ESA, Corporation shall (a) furnish Contributor with a written description of the proposed scope of such Phase II ESA and (b) obtain the prior written consentconsent of Contributor (such consent to be given at Contributor’s sole discretion) to undertake such Phase II ESA. If Contributor denies a request by Corporation to undertake a Phase II ESA with respect to any Asset or Corporation is not permitted to conduct an Environmental Assessment with respect to any Asset, Seller Corporation may require splitting elect to exclude such Asset (or a portion of all samples. Notwithstanding any other provision of this Agreement to the contrary, Buyer shall not have the right to drill any test, monitor or other xxxxx or to extract samples of any air, soil, water or other substance such Asset) from the Assets without Seller’s express prior written consent. If Buyer proposes a reasonable request to drill a test well be acquired by Corporation at the Closing, in which case, such Asset (or extract a sample pursuant to a systematic and customary procedure for the assessment of the environmental condition of the Assets and Seller refuses to grant its consent to such a well or sampling, then Buyer shall have the right, for a period of seventy-two (72) hours following notification of Seller’s refusal to consent, to deliver written notice to Seller of Buyer’s election to exclude from this transaction the portion of the Assets affected by such proposed test well or sample, Asset) shall be an Excluded Asset and the Purchase Price Consideration shall be adjusted accordingly reduced by an amount equal to the Allocated Value (if any) of such Asset (or, if only a portion of the Assets such Asset is so excluded, a portion of such Allocated Value as determined in good faith by the Parties) and the Individual Environmental Threshold and Title Deductible or Environmental Deductible as applicable, shall not apply thereto. Under no circumstances whatsoever If Corporation performs a Phase II ESA in accordance herewith, then to the extent related to an Environmental Liability Notice, Corporation shall Seller ever be obligated to grant its consent to any provide Contributor with copies of the results of such test xxxxx or sampling proposed by Buyer, Phase II ESA. Corporation shall keep the results of the Phase II ESA confidential in accordance with the Confidentiality Agreement and Buyer’s sole and exclusive remedy shall not use such results for any refusal by Seller to grant its consent shall be the limited right contained in the preceding sentence to exclude the affected Assets from the transactions contemplated by this Agreement. If Buyer fails to exercise the right to exclude such Assets by written notice to Seller delivered purpose prior to Closing other than for the expiration purpose of the seventy-two hour period described above, then Buyer shall be conclusively deemed to have waived such right and shall be obligated to purchase the affected Assets without conducting such testing or sampling or any adjustment of the Purchase Price unless otherwise provided in exercising Corporation’s rights under this Agreement.

Environmental Assessment. After Closing Buyer shall have the right for a period commencing upon execution of this Agreement by both parties and ending on November 28, 2012, to may conduct an environmental assessment of all or any portion of the AssetsAssets (the “Environmental Assessment”) and such assessment may be conducted by a reputable environmental consulting or engineering firm; provided, at Buyer’s to the extent the conduct of any part of such Environmental Asset requires the consent of any Non-Party, then the conduct of such part shall be subject to obtaining such consent. The Environmental Assessment shall be limited to Phase 1 Activities; provided, however, Buyer may, subject to the further proviso below, conduct a Phase II Environmental Site Assessment if Buyer determines, in its reasonable, good-faith discretion and based upon the results of the applicable Phase I Activities, that a Phase II Environmental Site Assessment is necessary to identify and quantify potential liabilities; provided, further, Seller may, in its sole riskdiscretion, liability and expense. Seller shall make available to Buyer, during the environmental assessment period described above, Seller’s historical files regarding prior operations on the Assetsprohibit Buyer from conducting such Phase II Environmental Site Assessment, and provide Buyer and its representatives with reasonable access to the Assets to conduct the environmental assessment. Buyer shall provide Seller three (3) days prior after receiving written notice of a desired date(s) for such assessment prohibition, Buyer may elect, in its sole discretion, to reassign the applicable Assets from the transactions contemplated by this Agreement and, concurrently therewith, reduce the Base Purchase Price by an amount equal to the Allocated Value of such Assets. The Environmental Assessment shall be conducted at the sole cost, risk and expense of Buyer. Seller shall have the right to be present during the Environmental Assessment of any assessment andAsset, if any testing is conducted and Buyer shall provide Seller advance written notice of the timing of same. Buyer shall maintain, and shall cause its officers, employees, representatives, consultants and advisors to maintain, all information obtained by Buyer pursuant to Seller’s express any Environmental Assessment or other due diligence activity as strictly confidential prior written consentto the Cure Deadline, unless disclosure of any facts discovered through such Environmental Assessment is required under any Environmental Laws. Buyer shall provide Seller may require splitting with a copy of the final draft of all samples. Notwithstanding environmental reports prepared by, or on behalf of, Buyer with respect to any other provision of this Agreement Environmental Assessment conducted with respect to the contraryAssets. If any necessary disclosures under applicable Environmental Laws are required prior to Closing with respect to matters discovered by any Environmental Assessment conducted by, for or on behalf of Buyer, Buyer shall not have the right to drill any test, monitor or other xxxxx or to extract samples of any air, soil, water or other substance from the Assets without Seller’s express prior written consent. If Buyer proposes a reasonable request to drill a test well or extract a sample pursuant to a systematic and customary procedure for the assessment of the environmental condition of the Assets and agrees that Seller refuses to grant its consent to such a well or sampling, then Buyer shall have the right, for a period of seventy-two (72) hours following notification of Seller’s refusal to consent, to deliver written notice to Seller of Buyer’s election to exclude from this transaction the portion of the Assets affected by such proposed test well or sample, and the Purchase Price shall be adjusted accordingly by the Allocated Value of such portion of the Assets so excluded. Under no circumstances whatsoever shall Seller ever be obligated to grant its consent to any such test xxxxx or sampling proposed by Buyer, and Buyer’s sole and exclusive remedy for any refusal by Seller to grant its consent shall be the limited right contained in the preceding sentence to exclude the affected Assets from the transactions contemplated by this Agreement. If Buyer fails to exercise the right to exclude responsible party for disclosing such Assets by written notice to Seller delivered prior matters to the expiration of the seventy-two hour period described above, then Buyer shall be conclusively deemed to have waived such right and shall be obligated to purchase the affected Assets without conducting such testing or sampling or any adjustment of the Purchase Price unless otherwise provided in this Agreementappropriate Governmental Authorities.

Environmental Assessment. Buyer shall have Within ten (10) business days after the right for a period commencing upon execution of this Agreement by both parties the Asset Exchange Agreement, Cox xxxll provide Salem and ending on November 28Salem shall provide Cox xxxh the originals or readable copies of any environmental assessments with respect to such party's Stations that are in such party's possession or control. Prior to Closing, 2012Cox xxx obtain, to conduct at its option and expense, an environmental assessment of the AssetsSalem Real Property by an environmental engineer selected by Cox, xxd Salem may obtain, at Buyer’s sole risk, liability its option and expense, an assessment of the Cox Xxxl Property and the RRC Real Property by an engineer selected by Salem (in either case, the "Environmental Assessment"). Seller Each Environmental Assessment shall make available to Buyer, during the environmental assessment period described above, Seller’s historical files regarding prior operations on the Assets, and provide Buyer and its representatives with reasonable access be subject to the Assets to conduct confidentiality provisions of the Asset Exchange Agreement. If, after appropriate inquiry into the previous ownership of and uses of the Cox Xxxl Property, the RRC Real Property or the Salem Real Property, as the case may be, consistent with good commercial or customary practice, a party's engineer concludes, as set forth in the Environmental Assessment, that environmental assessment. Buyer shall provide Seller three (3) days prior written notice conditions exist on, under or affecting such properties that would constitute a material violation or breach of a desired date(s) for such assessment the conveying party's representations and Seller shall have warranties contained in the right to be present during any assessment and, if any testing is conducted pursuant to Seller’s express prior written consent, Seller may require splitting of all samples. Notwithstanding Asset Exchange Agreement then notwithstanding any other provision provisions of this the Asset Exchange Agreement to the contrary, Buyer but subject to the following sentence, the party conveying such real property shall not have the right to drill any test, monitor or other xxxxx or to extract samples of any air, soil, water or other substance from the Assets without Seller’s express prior written consent. If Buyer proposes a reasonable request to drill a test well or extract a sample pursuant at its sole cost and expense (up to a systematic maximum amount of Fifty Thousand Dollars ($50,000)) remove, correct or remedy any condition or conditions which constitute a material violation or breach of such party's representations and customary procedure for warranties prior to the assessment Closing Date and provide to the acquiring party at Closing a certificate from an environmental abatement firm that such removal, correction or remedy has been completed so that the party's representations and warranties with respect to environmental matters will be true and correct in all material respects as of the Closing Date. In the event the cost of removal, correction or remedy of the environmental condition of conditions exceeds Fifty Thousand Dollars ($50,000), the Assets and Seller refuses acquiring party may elect to grant its consent to such a well or sampling, then Buyer proceed with the Closing but shall have the right, for a period of seventy-two (72) hours following notification of Seller’s refusal to consent, to deliver written notice to Seller of Buyer’s election to exclude from this transaction the portion of the Assets affected by such proposed test well or sample, and the Purchase Price shall be adjusted accordingly by the Allocated Value of such portion of the Assets so excluded. Under no circumstances whatsoever shall Seller ever not be obligated to grant its consent close under any circumstances which would require the acquiring party to assume ownership of a Station under conditions where there exist any such test xxxxx material uncured violations of the conveying party's warranties, representations or sampling proposed covenants with respect to environmental matters. Please indicate your agreement to the foregoing by Buyersigning in the space provided below. This letter agreement may be executed in multiple counterparts, and Buyer’s sole and exclusive remedy for any refusal by Seller to grant its consent each of which shall be deemed an original and all of which taken together shall constitute one and the limited right contained in the preceding sentence to exclude the affected Assets from the transactions contemplated by this Agreementsame instrument. If Buyer fails to exercise the right to exclude such Assets by written notice to Seller delivered prior to the expiration of the seventy-two hour period described aboveVery truly yours, then Buyer shall be conclusively deemed to have waived such right and shall be obligated to purchase the affected Assets without conducting such testing or sampling or any adjustment of the Purchase Price unless otherwise provided in this Agreement.COX XXXIO, INC. By: ----------------------------------- Marixxx X. Xxxxxx Chief Financial Officer CXR HOLDINGS, INC. By: ----------------------------------- Richxxx X. Xxxxxx Assistant Secretary ACCEPTED AND AGREED: SALEM COMMUNICATIONS CORPORATION SOUTH TEXAS BROADCASTING, INC. By: ----------------------------- Name: Title:

Environmental Assessment. Buyer shall have the right for a period commencing upon execution of this Agreement by both parties and ending on November 28, 2012, to conduct an environmental assessment of the Assets, at Buyer’s sole risk, liability and expense. Seller shall make available to Buyer, during the environmental assessment period described above, Seller’s historical files regarding prior operations on the Assets, and provide Buyer and its representatives with reasonable access to the Assets to conduct the environmental assessment. Buyer shall provide Seller three (3) days prior written notice of a desired date(s) for such assessment and Seller shall have the right to be present during any assessment and, if any testing is conducted pursuant to Seller’s express prior written consent, Seller may require splitting of all samples. Notwithstanding any other provision of this Agreement to the contrary, Buyer shall not have the right to drill any test, monitor or other xxxxx or to extract samples of any air, soil, water or other substance from the Assets without Seller’s express prior written consent. If Buyer proposes a reasonable request to drill a test well or extract a sample pursuant to a systematic and customary procedure for the assessment of the environmental condition of the Assets and Seller refuses to grant its consent to such a well or sampling, then Buyer shall have the right, for a period of seventy-two (72) hours following notification of Seller’s refusal to consentat Buyer's sole cost, risk, and expense, to deliver written notice to Seller of Buyer’s election to exclude from this transaction the portion undertake an environmental assessment of the Assets affected by Properties during the period prior to the Closing. Buyer and its agents shall have the same right as Seller to enter upon the Properties, inspect the same, conduct soil and water sampling, analysis and monitoring, including soil borings (and, after notice and consultation with Seller, drilling groundwater monitoring xxxxx), an generally conduct such proposed test well tests, examinations, investigations and studies as Buyer deems necessary or sampleappropriate for preparing appropriate engineering and other reports and making judgments relating to the Properties, their condition, and the Purchase Price presence of chemicals and other substances. Seller shall be adjusted accordingly by cooperate with any efforts of Buyer and its agents to obtain third party consents for access to those parcels of land within the Allocated Value Properties to which Seller may not presently have access. Buyer and its agents shall have reasonable access to Seller's agents and employees in the course of conducting Buyer's environmental assessment. Buyer shall keep any data or information acquired in the course of such portion examinations and the results of the Assets so excluded. Under no circumstances whatsoever shall Seller ever be obligated to grant its consent all analyses of such data and information strictly confidential and not disclose same to any person or agency without the prior written approval of Seller, except that Buyer may disclose to authorities having jurisdiction such test xxxxx information as is required by law or sampling proposed by Buyer, and Buyer’s sole and exclusive remedy for any refusal by Seller court order at the same time that Buyer provides such information to grant its consent shall be the limited right contained in the preceding sentence to exclude the affected Assets from the transactions contemplated by this AgreementSeller. If Buyer fails to exercise determines that conditions on a Property do not satisfy the right to exclude environmental standards set forth in Section 8.4 below in a material respect, then Buyer may notify Seller of such Assets condition by written notice to Seller delivered providing Seller, on or prior to the expiration day that is ten (10) business days prior to the date scheduled for Closing in Section 12.1 hereof (the "Environmental Notice Date"), a written "Notice of Environmental Defect" setting forth in detail the seventy-two hour period described abovefacts giving rise to the claimed defect, then the environmental standard which Buyer claims is not satisfied, and any Applicable Environmental Law (hereinafter defined) which Buyer contends has been breached or violated. Buyer shall be conclusively deemed to have waived accepted without objection (i) the environmental conditions described in Schedule 4.15, and (ii) except to the extent an environmental condition was known to Seller and not disclosed pursuant to Section 4.15, any Property which does not meet the environmental standards or which is subject to an environmental defect unless a Notice of Environmental Defect is given with respect to such right and shall be obligated Property on or prior to purchase the affected Assets without conducting such testing or sampling or any adjustment of the Purchase Price unless otherwise provided in this AgreementFirst Title Notice Date.

Environmental Assessment. At its sole cost and expense, Buyer shall have commence and diligently pursue a Phase I environmental site assessment of the right for Assets as Buyer desires and may continue such examination through the Closing Date. Seller shall fully cooperate with Buyer and Buyer’s representatives in regard to this assessment by providing on a period commencing upon execution timely basis all information reasonably requested and access to the Assets, together with complete copies of this Agreement by both parties any and ending all previous Phase I or Phase II environmental site assessment reports on November 28the Assets, 2012if any, to conduct an which Seller has in its possession or control. Buyer shall consult with Seller before conducting any work comprising Buyer’s environmental site assessment of the Assets, at shall perform all such work in a safe and workmanlike manner so as not to unreasonably interfere with Seller’s operations, and will comply with all applicable laws, rules and regulations. With respect to any samples taken in connection with Buyer’s sole risk, liability and expense. Seller shall make available to Buyer, during the environmental site assessment period described above, Seller’s historical files regarding prior operations on of the Assets, and provide Buyer and its representatives with reasonable access to the Assets to conduct the environmental assessment. Buyer shall provide Seller three take split samples, providing one of each such sample, properly labeled and identified, to Seller. BUYER HEREBY AGREES TO RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS EACH PARTY SELLER AND THEIR RESPECTIVE PARTNERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, MEMBERS, SHAREHOLDERS, AFFILIATES, HEIRS, SUCCESSORS AND ASSIGNS, FROM AND AGAINST ALL CLAIMS, LOSSES, DAMAGES, COSTS, EXPENSES, CAUSES OF ACTION AND JUDGMENTS OF ANY KIND OR CHARACTER (3INCLUDING THOSE RESULTING FROM SELLER’S SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY) days ARISING OUT OF OR RELATING TO BUYER’S ENVIRONMENTAL SITE ASSESSMENT OF THE ASSETS. Notwithstanding the foregoing and assuming that Buyer complies with the notice requirements of this Section 4.06, prior written notice of a desired date(s) for such assessment and Seller to Closing Buyer shall have the right no indemnity obligation to be present during any assessment and, if any testing is conducted pursuant Seller with respect to SellerBuyer’s express prior written consent, Seller discovery of information that may require splitting of all samples. Notwithstanding any other provision of this Agreement lead to the contrary, Buyer shall not have the right to drill any test, monitor or other xxxxx or to extract samples of any air, soil, water or other substance Claims arising from the Assets without Seller’s express prior written consent. If Buyer proposes a reasonable request to drill a test well or extract a sample pursuant to a systematic and customary procedure for the assessment of the environmental condition of the Assets and Seller refuses prior to grant its consent to such a well or sampling, then Buyer shall have the right, for a period of seventy-two (72) hours following notification of Seller’s refusal to consent, to deliver written notice to Seller of Buyer’s election to exclude from this transaction the portion of the Assets affected by such proposed test well or sample, and the Purchase Price shall be adjusted accordingly by the Allocated Value of such portion of the Assets so excluded. Under no circumstances whatsoever shall Seller ever be obligated to grant its consent to any such test xxxxx or sampling proposed by Buyer, and Buyer’s sole and exclusive remedy for any refusal by Seller to grant its consent shall be the limited right contained in the preceding sentence to exclude the affected Assets from the transactions contemplated by this Agreement. If Buyer fails to exercise the right to exclude such Assets by written notice to Seller delivered prior to the expiration of the seventy-two hour period described above, then Buyer shall be conclusively deemed to have waived such right and shall be obligated to purchase the affected Assets without conducting such testing or sampling or any adjustment of the Purchase Price unless otherwise provided in this AgreementEnvironmental Review.

Environmental Assessment. Buyer shall have the right for a period commencing upon execution of this Agreement by both parties and ending on November 28, 2012, to conduct an environmental assessment of the Assets, at Buyer’s sole risk, liability and expense. Seller shall make available to Buyer, during the environmental assessment period described above, Seller’s historical files regarding prior operations on the Assets, and provide Buyer and its representatives with reasonable access to the Assets to conduct the environmental assessment. Buyer shall provide Seller three (3) days prior written notice of a desired date(s) for such assessment and Seller shall have the right to be present during any assessment and, if any testing is conducted pursuant to Seller’s express prior written consent, Seller may require splitting of all samples. Notwithstanding any other provision of this Agreement to the contrary, Buyer shall not have the right to drill any test, monitor or other xxxxx or to extract samples of any air, soil, water or other substance from the Assets without Seller’s express prior written consent. If Buyer proposes a reasonable request to drill a test well or extract a sample pursuant to a systematic and customary procedure for the assessment of the environmental condition of the Assets and Seller refuses to grant its consent to such a well or sampling, then Buyer shall have the right, for a period of seventy-two (72) hours following notification of Seller’s refusal to consentat Buyer's sole cost, risk, and expense, to deliver written notice to Seller of Buyer’s election to exclude from this transaction the portion undertake an environmental assessment of the Assets affected by Properties during the period ending on the Title Notice Date (the "Inspection Period"). Buyer and its agents shall have the same right as the Company to enter upon the Properties, inspect the same, conduct soil and water sampling, analysis and monitoring, including soil borings (and, after notice and consultation with the Company, drilling groundwater monitoring xxxxx), and generally conduct such proposed test well tests, examinations, investigations and studies as Buyer deems necessary or sampleappropriate for preparing appropriate evaluation and other reports and making judgments relating to the Properties, their condition, and the Purchase Price presence of chemicals and other substances. Sellers shall be adjusted accordingly cooperate with any efforts of Buyer and its agents to obtain third party consents for access to those parcels of land within the Properties to which the Company may not presently have access. Buyer and its agents shall have reasonable access to the Company's agents and employees in the course of conducting Buyer's environmental assessment. Sellers shall cause the Company to make available to Buyer within five (5) days after the date of this Agreement copies of all reports (including, without limitation, all environmental studies, assessments, audit reports, or other evaluations prepared by or for Sellers or the Allocated Value Company), citations, notices, correspondence and other documents concerning the environmental condition of the Properties. Buyer agrees to provide to Sellers a copy of all facts discovered in the course of conducting Buyer's environmental assessment, including all direct observations (if in writing or other tangible or transferable medium), data and summaries thereof. Buyer shall keep any data or information acquired in the course of such portion examinations and the results of all analyses of such data and information strictly confidential and not disclose same to any person or agency without the prior written approval of the Assets so excluded. Under no circumstances whatsoever shall Seller ever be obligated Company, except that Buyer may disclose to grant its consent authorities having jurisdiction such information as is required by law or by court order at the same time that Buyer provides such information to any such test xxxxx or sampling proposed by Buyer, and Buyer’s sole and exclusive remedy for any refusal by Seller to grant its consent shall be the limited right contained in the preceding sentence to exclude the affected Assets from the transactions contemplated by this AgreementSellers. If Buyer fails to exercise determines that conditions on a Property do not satisfy the right to exclude environmental standards set forth in Section 9.4 below in a material respect, then Buyer may notify Sellers of such Assets condition by written notice to Seller delivered provid- ing Sellers, on or prior to the expiration Title Notice Date, a written "Notice of Environmental Defect" setting forth in detail the seventy-two hour period described abovefacts giving rise to the claimed defect, then the environmental standard which Buyer claims is not satisfied, any Applicable Environmental Law (hereinafter defined) which Buyer contends has been breached or violated and, if the claimed defect arises from information contained in a document, a copy of such document or the relevant parts thereof. Buyer shall be conclusively deemed to have waived accepted without objection (i) the environmental conditions described in Schedule 9.4, and (ii) any Property which does not meet the environmental standards or which is subject to an environmental defect unless a Notice of Environmental Defect is given with respect to such right and shall be obligated Property on or prior to purchase the affected Assets without conducting such testing or sampling or any adjustment of the Purchase Price unless otherwise provided in this AgreementTitle Notice Date.

Environmental Assessment. Buyer shall have the right for a period commencing upon execution of this Agreement by both parties and ending on November 28, 2012, to may conduct an environmental assessment of the AssetsInterests, including investigations to identify wetlands and sensitive and protected habitats. If Buyer undertakes an environmental assessment, both the consultant (if consultants are employed) and the scope of the proposed assessment, including testing protocols, must be acceptable to Seller before the work may begin. If Buyer and Seller cannot agree on Buyer's proposed environmental assessment plan, then Seller may at Buyer’s its sole riskoption, liability withdraw from this Agreement any of the Interests that Buyer proposes to assess, or all of the Interests, and expensethe Purchase Price will be adjusted for each withdrawn Interest. If Seller shall make available withdraws all the Interests pursuant to this Section, this Agreement will terminate, and Seller will refund the Deposit to Buyer, during . If Buyer takes samples from the environmental assessment period described above, Seller’s historical files regarding prior operations on the Assets, and provide Buyer and its representatives with reasonable access to the Assets to conduct the environmental assessment. Buyer shall provide Seller three (3) days prior written notice of a desired date(s) for such assessment and Seller shall have the right to be present during any assessment and, if any testing is conducted pursuant to Seller’s express prior written consentInterests, Seller may require splitting of each sample. Buyer will deliver copies of all samplesdraft and final reports, results, data, and analyses of site visits, inspections, and assessments to Seller within five days of Buyer's receipt of them, at Buyer's cost. Seller will have no confidentiality obligation with regard to this information and may disclose it to third parties or use it for any purpose. Notwithstanding any other provision of this Agreement anything in the foregoing that may appear to the contrary, Buyer shall the presence of naturally occurring radioactive materials ("NORM") will not have the right to drill any testconstitute a Title Defect (hereinafter defined). IT IS EXPRESSLY RECOGNIZED THAT THE LANDS AND/OR WATER BOTTOMS ALONG WITH SURFACE FACILITIES AND PRODUCTION EQUIPMENT LOCATED THEREON, monitor or other xxxxx or to extract samples of any airHAVING BEEN USED IN CONNECTION WITH OIL AND GAS PRODUCTION ACTIVITIES, soilMAY CONTAIN NORM AS A RESULT OF THESE OPERATIONS. ACCORDINGLY, water or other substance from the Assets without Seller’s express prior written consentLANDS AND/OR WATER BOTTOMS, THE WELLS, AND THE EQUIPMENT XXXXSFERRED HEREIN ARE TRANSFERRED WITH THE RESTRICTION THAT THEY WILL BE USED ONLY IN CONNECTION WITH OIL AND GAS PRODUCING ACTIVITIES ASSOCIATED WITH THE LEASES, AND WILL NOT BE SUBSEQUENTLY TRANSFERRED FOR UNRESTRICTED USE UNLESS THE CONCENTRATIONS OF NORM ASSOCIATED THEREWITH ARE BELOW THE LEVELS SPECIFIED AS ALLOWABLE FOR UNRESTRICTED TRANSFER AS SET FORTH IN ANY AND ALL APPLICABLE LAWS, ORDERS, RULES OR REGULATIONS OF ANY GOVERNMENTAL AGENCY OR COURT HAVING JURISDICTION. If Buyer proposes a reasonable request to drill a test well or extract a sample pursuant to a systematic and customary procedure for the assessment of the environmental condition of the Assets and Seller refuses to grant its consent to such a well or samplingADDITIONALLY, then Buyer shall have the rightBUYER AGREES TO COMPLY WITH ALL PROVISIONS OF SUCH LAWS, for a period of seventy-two (72) hours following notification of Seller’s refusal to consentORDERS RULES OR REGULATIONS APPLICABLE TO SAID LANDS AND/OR WATER BOTTOMS, to deliver written notice to Seller of Buyer’s election to exclude from this transaction the portion of the Assets affected by such proposed test well or sampleTHE WELLS, and the Purchase Price shall be adjusted accordingly by the Allocated Value of such portion of the Assets so excludedAND THE PERSONAL XXXXXRTY. Under no circumstances whatsoever shall Seller ever be obligated to grant its consent to any such test xxxxx or sampling proposed by Buyer, and Buyer’s sole and exclusive remedy for any refusal by Seller to grant its consent shall be the limited right contained in the preceding sentence to exclude the affected Assets from the transactions contemplated by this Agreement. If Buyer fails to exercise the right to exclude such Assets by written notice to Seller delivered prior to the expiration of the seventy-two hour period described above, then Buyer shall be conclusively deemed to have waived such right and shall be obligated to purchase the affected Assets without conducting such testing or sampling or any adjustment of the Purchase Price unless otherwise provided in this AgreementBUYER FURTHER AGREES TO INCLUDE THE PROVISIONS OF THIS CLAUSE IN ANY SUBSEQUENT SALE OR ASSIGNMENT OF ANY INTEREST THEREIN TRANSFERRED.

Environmental Assessment. Buyer shall have the right for a period commencing upon execution of this Agreement by both parties and ending on November 28, 2012, to conduct an environmental assessment of the Assets, at Buyer’s sole risk, liability and expense. Seller shall make available to Buyer, during the environmental assessment period described above, Seller’s historical files regarding prior operations on the Assets, and provide Buyer and its representatives with reasonable access to the Assets to conduct the environmental assessment. Buyer shall provide Seller three (3) days prior written notice of a desired date(s) for such assessment and Seller shall have the right to be present during any assessment and, if any testing is conducted pursuant to Seller’s express prior written consent, Seller may require splitting of all samples. Notwithstanding any other provision of this Agreement to the contrary, Buyer shall not have the right to drill any test, monitor or other xxxxx or to extract samples of any air, soil, water or other substance from the Assets without Seller’s express prior written consent. If Buyer proposes a reasonable request to drill a test well or extract a sample pursuant to a systematic and customary procedure for the assessment of the environmental condition of the Assets and Seller refuses to grant its consent to such a well or sampling, then Buyer shall have the right, at Buyer’s sole cost, risk, and expense, to undertake an environmental assessment of the Properties during the period prior to the Closing. Buyer and its agents shall have the same right as Seller to enter upon the Properties, inspect the same, conduct soil and water sampling, analysis and monitoring, including soil borings (and, after notice and consultation with Seller, drilling groundwater monitoring xxxxx), and generally conduct such tests, examinations, investigations and studies as Buyer deems necessary or appropriate for preparing appropriate engineering and other reports and making judgments relating to the Properties, their condition, and the presence of chemicals and other substances. Seller shall cooperate with any efforts of Buyer and its agents to obtain, at no cost or expense to Seller, third party consents for access to those parcels of land within the Properties to which Seller may not presently have access. Buyer and its agents shall have reasonable access to Seller’s agents and ram2ndqtr10q-ex1015.htm employees in the course of conducting Buyer’s environmental assessment. Buyer shall keep any data or information acquired in the course of such examinations and the results of all analyses of such data and information strictly confidential and not disclose same to any person or agency without the prior written approval of Seller, except that Buyer may disclose to authorities having jurisdiction such information as is required by law or by court order at the same time that Buyer provides such information to Seller. If Buyer determines that conditions on a period Property do not satisfy the environmental standards set forth in Section 8.4 below in a material respect, then Buyer may notify Seller of seventy-two such condition by providing Seller, on or prior to the Title Notice Date, a written “Notice of Environmental Defect” setting forth in detail the facts giving rise to the claimed defect, the environmental standard which Buyer claims is not satisfied, any Applicable Environmental Law (72hereinafter defined) hours following notification which Buyer contends has been breached or violated, and a written estimate of the proposed remediation cost of such defect prepared by an independent environmental consulting firm. In consideration of Seller’s refusal agreement as set forth in Section 7.10, Buyer agrees to consent, to deliver written notice to Seller of Buyer’s election to exclude from this transaction accept without objection the portion of the Assets affected by such proposed test well or sample, and the Purchase Price shall be adjusted accordingly by the Allocated Value of such portion of the Assets so excluded. Under no circumstances whatsoever shall Seller ever be obligated to grant its consent to any such test xxxxx or sampling proposed by Buyer, and Buyer’s sole and exclusive remedy for any refusal by Seller to grant its consent shall be the limited right contained environmental conditions described in the preceding sentence to exclude the affected Assets from the transactions contemplated by this Agreement. If Buyer fails to exercise the right to exclude such Assets by written notice to Seller delivered prior to the expiration of the seventy-two hour period described above, then Buyer shall be conclusively deemed to have waived such right and shall be obligated to purchase the affected Assets without conducting such testing or sampling or any adjustment of the Purchase Price unless otherwise provided in this AgreementSchedule 4.17.

Environmental Assessment. Buyer shall have the right for a period commencing upon (a) Not later than sixty (60) days after execution of this Agreement by both parties and ending on November 28Agreement, 2012, to conduct an the Univision Parties may obtain a Phase I (the “Phase I”) environmental assessment of the Sale Assets by an environmental engineer selected by the Univision Parties. Within fourteen (14) days after the Univision Parties’ receipt of the Phase I, if the Phase I indicates environmental conditions may exist on, under or affect such properties that may constitute a violation or breach of the Entravision Parties’ representations and warranties contained in Section 3.17 of this Agreement or cause the condition contained in Section 6.7 to not be satisfied, then the Univision Parties shall be entitled to obtain a Phase II (the “Phase II”) environmental assessment of the Sale Assets, at Buyer’s sole riskor any portion thereof (the Phase I and the Phase II, liability if obtained, shall be referred to herein as the “Environmental Assessment”). The Univision Parties shall commission and expense. Seller pay the cost of such Environmental Assessment and shall make available to Buyer, during the environmental assessment period described above, Seller’s historical files regarding prior operations on the Assets, and provide Buyer and its representatives with reasonable access a copy to the Assets Entravision Parties. The Environmental Assessment shall be subject to conduct the confidentiality provisions of Section 5.6. (b) If after appropriate inquiry into the previous ownership of and uses of the Real Property consistent with good commercial or customary practice, the Univision Parties reasonably conclude that environmental assessment. Buyer shall provide Seller three (3) days prior written notice conditions exist on, under or affecting such properties that would constitute a violation or breach of a desired date(s) for such assessment the Entravision Parties’ representations and Seller shall have warranties contained in Section 3.17 of this Agreement or cause the right condition contained in Section 6.7 to not be present during any assessment andsatisfied, if any testing is conducted pursuant to Seller’s express prior written consent, Seller may require splitting of all samples. Notwithstanding then notwithstanding any other provision provisions of this Agreement to the contrary, Buyer but subject to the following sentence, the Entravision Parties shall not have at their sole cost and expense (up to a maximum of $1,000,000) remove, correct or remedy any condition or conditions which constitute a violation or breach of the right Entravision Parties’ representations and warranties contained in Section 3.17 prior to drill any testthe Closing Date and provide to the Univision Parties at Closing a certificate from an environmental abatement firm reasonably acceptable to the Univision Parties that such removal, monitor correction or other xxxxx or to extract samples remedy has been completed so that the Entravision Parties’ representations and warranties contained in Section 3.17 will be true as of any air, soil, water or other substance from the Assets without Seller’s express prior written consentClosing Date and the conditions contained in Section 6.7 will be satisfied as of the Closing Date. If Buyer proposes a reasonable request to drill a test well the cost of removal, correction or extract a sample pursuant to a systematic and customary procedure for the assessment remedy of the environmental condition of conditions exceeds $1,000,000, the Assets and Seller refuses Univision Parties may elect to grant its consent to such a well or sampling, then Buyer (i) proceed with the Closing but shall have the right, for a period of seventy-two (72) hours following notification of Seller’s refusal to consent, to deliver written notice to Seller of Buyer’s election to exclude from this transaction the portion of the Assets affected by such proposed test well or sample, and the Purchase Price shall be adjusted accordingly by the Allocated Value of such portion of the Assets so excluded. Under no circumstances whatsoever shall Seller ever not be obligated to grant its consent close under any circumstances where there exists any uncured violations of warranties, representations or covenants with respect to any such test xxxxx environmental matters or sampling proposed by Buyer, and Buyer’s (ii) terminate the Agreement at the sole and exclusive remedy for any refusal by Seller to grant its consent shall be the limited right contained in the preceding sentence to exclude the affected Assets from the transactions contemplated by this Agreement. If Buyer fails to exercise the right to exclude such Assets by written notice to Seller delivered prior to the expiration option of the seventy-two hour period described above, then Buyer shall be conclusively deemed to have waived such right and shall be obligated to purchase the affected Assets without conducting such testing or sampling or any adjustment of the Purchase Price unless otherwise provided in this AgreementUnivision Parties.

Environmental Assessment. Buyer shall have Purchaser may, or may engage a qualified environmental contractor to, conduct a Phase I Environmental Site Assessment in accordance with the right American Society for a period commencing upon execution of this Agreement by both parties Testing and ending on November 28, 2012, to conduct an environmental assessment Materials (A.S.T.M.) Standard Practice Environmental Site Assessments: Phase I Environmental Site Assessment Process (Publication Designation: E1527-05) of the Assets, Acquired Assets (an “Environmental Assessment”) at BuyerPurchaser’s sole risk, liability Liability, and expense. Seller shall make available to Buyer; provided, during the environmental assessment period described abovehowever, Seller’s historical files regarding prior operations on the Assets, and provide Buyer and its representatives with reasonable access to the Assets to conduct the environmental assessment. Buyer that: (i) Purchaser shall provide Seller three (3) days with prior written notice of any activities with respect to any such Environmental Assessment, and shall provide Seller the opportunity to participate in all such activities; (ii) any contractor engaged to perform all or any portion of such Environmental Assessment shall execute and deliver to Seller a desired date(s) for such assessment and Seller shall have the right to be present during any assessment and, if any testing is conducted pursuant confidentiality agreement in a form acceptable to Seller’s express prior written consent, Seller may require splitting of all samples. Notwithstanding any other provision of this Agreement to the contrary, Buyer ; (iii) Purchaser shall not have the right to drill conduct, authorize, or permit any testtest drilling, monitor sampling, or other xxxxx or to extract samples of any air, soil, water or other substance from the Assets on-site activities without Seller’s express prior written consent. If Buyer proposes a reasonable request to drill a test well or extract a sample pursuant to a systematic and customary procedure for the assessment of the environmental condition of the Assets and Seller refuses to grant its consent to such a well or sampling, then Buyer shall have the right, for a period of seventy-two (72) hours following notification of Seller’s refusal to consent, to deliver written notice to Seller of Buyer’s election to exclude from this transaction the portion of the Assets affected by such proposed test well or sampleSeller, and the Purchase Price prior written consent of Seller, which consent may be granted, conditioned or withheld at the sole discretion of Seller but such request from Purchaser shall be adjusted accordingly by subject to the Allocated Value terms of the procedures set forth on Exhibit G attached hereto; and (iv) Purchaser shall provide to Seller promptly (and in any event, within three Business Days) after receipt, at no cost to Seller, all draft and final reports, results, data, analyses of site visits, Remediation cost estimates, and any other portion of such portion Environmental Assessment, all of which shall be subject to the confidentiality provisions in Section 10.13. If the Closing does not occur, Purchaser shall promptly return to Seller or destroy all copies of the Assets so excluded. Under no circumstances whatsoever shall Seller ever be obligated to grant its consent to any such test xxxxx or sampling proposed by Buyerrecords, reports, summaries, evaluations, due diligence memos and Buyer’s sole and exclusive remedy for any refusal by Seller to grant its consent shall be the limited right contained derivative materials related thereto in the preceding sentence to exclude the affected Assets from the transactions contemplated by this Agreementpossession or control of Purchaser or any of Purchaser’s Entity Representatives. If Buyer fails to exercise the right to exclude such Assets by written notice to Seller delivered prior Any physical disturbance to the expiration of Assets (including the seventy-two hour period described above, then Buyer shall leasehold associated therewith) resulting from Purchaser’s due diligence will be conclusively deemed to have waived such right and shall be obligated to purchase the affected Assets without conducting such testing or sampling or any adjustment of the Purchase Price unless otherwise provided in this Agreementpromptly corrected by Purchaser.

Environmental Assessment. Buyer shall have the right for a period commencing upon execution of this Agreement by both parties and ending on November 28, 2012, to may conduct an environmental assessment of the Assets, at including investigations to identify wetlands and sensitive and protected habitats. If Buyer undertakes an environmental assessment, both the consultant (if consultants are employed) and the scope of the proposed assessment, including testing protocols, must be acceptable to Seller before the work may begin. If Buyer and Seller cannot agree on Buyer’s sole risk, liability and expense. Seller shall make available to Buyer, during the 's proposed environmental assessment period described aboveplan, Seller’s historical files regarding prior operations on then Seller may, at its sole option, withdraw from this Agreement any of the Assets that Buyer proposes to assess, and the Purchase Price will be adjusted for each withdrawn Asset. If Seller withdraws all the Assets pursuant to this Section, this Agreement will terminate. If Buyer takes samples from the Assets, and provide Buyer and its representatives with reasonable access to the Assets to conduct the environmental assessment. Buyer shall provide Seller three (3) days prior written notice of a desired date(s) for such assessment and Seller shall have the right to be present during any assessment and, if any testing is conducted pursuant to Seller’s express prior written consent, Seller may require splitting of all sampleseach sample. Notwithstanding any other provision of this Agreement anything in the foregoing that may appear to the contrary, Buyer shall the presence of naturally occurring radioactive materials ("NORM") will not have the right to drill any testconstitute a Title Defect (hereinafter defined). IT IS EXPRESSLY RECOGNIZED THAT THE LANDS AND/OR WATER BOTTOM ALONG WITH SURFACE FACILITIES AND PRODUCTION EQUIPMENT LOCATED THEREON, monitor or other xxxxx or to extract samples of any airHAVING BEEN USED IN CONNECTION WITH OIL AND GAS PRODUCTION ACTIVITIES, soilMAY CONTAIN NORM AS A RESULT OF THESE OPERATIONS. ACCORDINGLY, water or other substance from the Assets without Seller’s express prior written consentLANDS AND/OR WATER BOTTOMS, THE WELLS, AND THE EQUIPMEXX XXANSFERRED HEREIN ARE TRANSFERRED WITH THE RESTRICTION THAT THEY WILL BE USED ONLY IN CONNECTION WITH OIL AND GAS PRODUCING ACTIVITIES ASSOCIATED WITH THE LEASES, AND WILL NOT BE SUBSEQUENTLY TRANSFERRED FOR UNRESTRICTED USE UNLESS THE CONCENTRATIONS OF NORM ASSOCIATED THEREWITH ARE BELOW THE LEVELS SPECIFIED AS ALLOWABLE FOR UNRESTRICTED TRANSFER AS SET FORTH IN ANY AND ALL APPLICABLE LAWS, ORDERS, RULES OR REGULATIONS OF ANY GOVERNMENTAL AGENCY OR COURT HAVING JURISDICTION. If Buyer proposes a reasonable request to drill a test well or extract a sample pursuant to a systematic and customary procedure for the assessment of the environmental condition of the Assets and Seller refuses to grant its consent to such a well or samplingADDITIONALLY, then Buyer shall have the rightBUYER AGREES TO COMPLY WITH ALL PROVISIONS OF SUCH LAWS, for a period of seventy-two (72) hours following notification of Seller’s refusal to consentORDERS RULES OR REGULATIONS APPLICABLE TO SAID LANDS AND/OR WATER BOTTOMS, to deliver written notice to Seller of Buyer’s election to exclude from this transaction the portion of the Assets affected by such proposed test well or sampleTHE WELLS, and the Purchase Price shall be adjusted accordingly by the Allocated Value of such portion of the Assets so excludedAND THE PERSONAL XXXPERTY. Under no circumstances whatsoever shall Seller ever be obligated to grant its consent to any such test xxxxx or sampling proposed by Buyer, and Buyer’s sole and exclusive remedy for any refusal by Seller to grant its consent shall be the limited right contained in the preceding sentence to exclude the affected Assets from the transactions contemplated by this Agreement. If Buyer fails to exercise the right to exclude such Assets by written notice to Seller delivered prior to the expiration of the seventy-two hour period described above, then Buyer shall be conclusively deemed to have waived such right and shall be obligated to purchase the affected Assets without conducting such testing or sampling or any adjustment of the Purchase Price unless otherwise provided in this AgreementBUYER FURTHER AGREES TO INCLUDE THE PROVISIONS OF THIS CLAUSE IN ANY SUBSEQUENT SALE OR ASSIGNMENT OF ANY INTEREST THEREIN TRANSFERRED.

Environmental Assessment. Buyer Provide to the Lender from time-to-time, at the Borrower's sole fee, cost and expense, if the Lender shall ever have reason to believe that any Hazardous Material affects the Premises, or if any Governmental Action is made or threatened, or if an Event of Default shall have occurred, an Environmental Assessment, which Environmental Assessment shall have been ordered by the right for a period commencing upon execution of this Agreement by both parties Borrower within ten (10) days after the Lender's request and ending on November 28, 2012, which shall be delivered to conduct an environmental assessment the Lender promptly after the date of the AssetsLender's request. At all other times, the Lender may request an Environmental Assessment to be provided by the Borrower at Buyer’s sole risk, liability and the Lender's expense. Seller shall make The Borrower will cooperate with each consulting firm making any Environmental Assessment and will promptly supply to the consulting firm, from time to time upon request, all information available to Buyer, during the environmental assessment period described above, Seller’s historical files regarding prior operations on Borrower to facilitate the Assets, and provide Buyer and its representatives with reasonable access completion of the Environmental Assessment. If the Borrower fails to furnish the Assets to conduct the environmental assessment. Buyer shall provide Seller three Lender within ten (310) days prior written notice after the Lender's request with a copy of a desired date(san agreement with an acceptable environmental consulting firm to provide such Environmental Assessment, or if the Borrower fails to order such Environmental Assessment within ten (10) for days after the Lender's request, the Lender may cause any such assessment and Seller shall have the right Environmental Assessment to be present during made at the Borrower's fee, cost, expense and risk. The Lender may disclose to interested parties after an Event of Default or in connection with a Securitization any assessment and, if any testing is conducted pursuant to Seller’s express prior written consent, Seller may require splitting of all samples. Notwithstanding any other provision of this Agreement to information the contrary, Buyer shall not have the right to drill any test, monitor or other xxxxx or to extract samples of any air, soil, water or other substance from the Assets without Seller’s express prior written consent. If Buyer proposes a reasonable request to drill a test well or extract a sample pursuant to a systematic and customary procedure for the assessment of Lender ever has about the environmental condition or compliance of the Assets and Seller refuses Premises, but shall be under no duty to grant its consent disclose any such information except as may be required by law. The Lender shall be under no duty to such a well or sampling, then Buyer shall have the right, for a period of seventy-two (72) hours following notification of Seller’s refusal to consent, to deliver written notice to Seller of Buyer’s election to exclude from this transaction the portion make any Environmental Assessment of the Assets affected by such proposed test well or samplePremises, and in no event shall any such Environmental Assessment by the Purchase Price Lender be or give rise to a representation that any Hazardous Material is or is not present on the Premises, or that there has been or shall be adjusted accordingly compliance with any Hazardous Materials Law, nor shall the Borrower or any other Person be entitled to rely on any Environmental Assessment made by the Allocated Value Lender or at the Lender's request. The Lender owes no duty of such portion of care to protect the Assets so excluded. Under no circumstances whatsoever shall Seller ever be obligated to grant its consent to any such test xxxxx or sampling proposed by Buyer, and Buyer’s sole and exclusive remedy for any refusal by Seller to grant its consent shall be the limited right contained in the preceding sentence to exclude the affected Assets from the transactions contemplated by this Agreement. If Buyer fails to exercise the right to exclude such Assets by written notice to Seller delivered prior to the expiration of the seventy-two hour period described above, then Buyer shall be conclusively deemed to have waived such right and shall be obligated to purchase the affected Assets without conducting such testing or sampling Borrower or any adjustment of other Person against, or to inform them of, any Hazardous Material or other adverse condition affecting the Purchase Price unless otherwise provided in this AgreementPremises.

Environmental Assessment. At its sole cost and expense, Buyer may commence and diligently pursue a Phase I environmental site assessment of the Assets as Buyer desires and may continue such examination through the Closing Date. Seller shall fully cooperate with Buyer and Buyer’s representatives in regard to this assessment by providing on a timely basis all information reasonably requested and access to the Assets, together with complete copies of any and all previous Phase I or Phase II environmental site assessment reports on the Assets, if any, which Seller has in its possession or control. Buyer shall have the right for a period commencing upon execution of this Agreement by both parties and ending on November 28, 2012, to conduct an consult with Seller before conducting any work comprising Buyer’s environmental site assessment of the Assets, at Buyer’s sole risk, liability shall perform all such work in a safe and expense. Seller shall make available workmanlike manner so as not to Buyer, during the environmental assessment period described above, unreasonably interfere with Seller’s historical files regarding prior operations on the Assetsoperations, and provide Buyer will comply with all applicable laws, rules and its representatives with reasonable access to the Assets to conduct the environmental assessmentregulations. Buyer shall provide Seller three (3) days prior written notice of a desired date(s) for such assessment and Seller shall have the right to be present have a representative or representatives accompany Buyer and Buyer’s environmental consultant at all times during Buyer’s environmental site assessment of the Assets. Buyer shall give Seller notice not more than five (5) days and not less than forty-eight (48) hours before any assessment and, if any testing is conducted pursuant to Seller’s express prior written consent, Seller may require splitting of all samples. Notwithstanding any other provision of this Agreement visits by Buyer or its environmental consultant to the contraryAssets. With respect to any samples taken in connection with Buyer’s environmental site assessment of the Assets, Buyer shall not have the right take split samples, providing one of each such sample, properly labeled and identified, to drill Seller. BUYER HEREBY AGREES TO RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS EACH SELLER AND ITS RESPECTIVE PARTNERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, MEMBERS, SHAREHOLDERS, AFFILIATES, HEIRS, SUCCESSORS AND ASSIGNS, FROM AND AGAINST ALL CLAIMS, LOSSES, DAMAGES, COSTS, EXPENSES, CAUSES OF ACTION AND JUDGMENTS OF ANY KIND OR CHARACTER (INCLUDING THOSE RESULTING FROM SELLER’S SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY) ARISING OUT OF OR RELATING TO BUYER’S ENVIRONMENTAL SITE ASSESSMENT OF THE ASSETS. Unless otherwise required by applicable law, Buyer shall (and shall cause Buyer’s environmental consultant to) treat confidentially any test, monitor or other xxxxx or to extract samples of any air, soil, water or other substance from the Assets without Sellermatters revealed by Buyer’s express prior written consent. If Buyer proposes a reasonable request to drill a test well or extract a sample pursuant to a systematic and customary procedure for the assessment of the environmental condition review of the Assets and Seller refuses to grant its consent to any reports or data generated from such a well or samplingreview (the “Environmental Information”), then and Buyer shall have not (and shall cause Buyer’s environmental consultant to not) disclose any Environmental Information to any Governmental Authority or other third party without the right, for a period of seventy-two (72) hours following notification prior written consent of Seller’s refusal to consent. Unless otherwise required by law, to deliver written notice to Seller of Buyer’s election to exclude from this transaction Buyer may use the portion of the Assets affected by such proposed test well or sample, and the Purchase Price shall be adjusted accordingly by the Allocated Value of such portion of the Assets so excluded. Under no circumstances whatsoever shall Seller ever be obligated to grant its consent to any such test xxxxx or sampling proposed by Buyer, and Buyer’s sole and exclusive remedy for any refusal by Seller to grant its consent shall be the limited right contained Environmental Information only in the preceding sentence to exclude the affected Assets from connection with the transactions contemplated by this Agreement. If Buyer, Buyer’s environmental consultant, or any third party to whom Buyer fails has provided any Environmental Information become legally compelled to exercise disclose any of the right Environmental Information, Buyer shall provide Seller with prompt notice sufficiently prior to exclude any such Assets by written notice disclosure so as to allow Seller delivered to file any protective order, or seek any other remedy, as it deems appropriate under the circumstances. If this Agreement is terminated prior to the expiration Closing, Buyer shall deliver the Environmental Information to Seller, which Environmental Information shall become the sole property of Seller. Buyer shall provide copies of the seventy-two hour period described above, then Buyer shall be conclusively deemed Environmental Information to have waived such right and shall be obligated to purchase the affected Assets Seller without conducting such testing charge whether or sampling or any adjustment of the Purchase Price unless otherwise provided in this Agreementnot Closing occurs.

Environmental Assessment. Buyer shall have the right for a period commencing upon (a) Not later than sixty (60) days after execution of this Agreement by both parties and ending on November 28Agreement, 2012, to conduct an the Univision Parties may obtain a Phase I (the “Phase I”) environmental assessment of the Sale Assets by an environmental engineer selected by the Univision Parties. Within fourteen (14) days after the Univision Parties’ receipt of the Phase I, if the Phase I indicates environmental conditions may exist on, under or affect such properties that may constitute a violation or breach of the Entravision Parties’ representations and warranties contained in Section 3.17 of this Agreement or cause the condition contained in Section 6.7 to not be satisfied, then the Univision Parties shall be entitled to obtain a Phase II (the “Phase II”) environmental assessment of the Sale Assets, at Buyer’s sole riskor any portion thereof (the Phase I and the Phase II, liability if obtained, shall be referred to herein as the “Environmental Assessment”). The Univision Parties shall commission and expense. Seller pay the cost of such Environmental Assessment and shall make available to Buyer, during the environmental assessment period described above, Seller’s historical files regarding prior operations on the Assets, and provide Buyer and its representatives with reasonable access a copy to the Assets Entravision Parties. The Environmental Assessment shall be subject to conduct the confidentiality provisions of Section 5.6. (b) If after appropriate inquiry into the previous ownership of and uses of the Real Property consistent with good commercial or customary practice, the Univision Parties reasonably conclude that environmental assessment. Buyer shall provide Seller three (3) days prior written notice conditions exist on, under or affecting such properties that would constitute a violation or breach of a desired date(s) for such assessment the Entravision Parties’ representations and Seller shall have warranties contained in Section 3.17 of this Agreement or cause the right to condition contained in Section 6.7to not be present during any assessment andsatisfied, if any testing is conducted pursuant to Seller’s express prior written consent, Seller may require splitting of all samples. Notwithstanding then notwithstanding any other provision provisions of this Agreement to the contrary, Buyer but subject to the following sentence, the Entravision Parties shall not have at their sole cost and expense (up to a maximum of $1,000,000) remove, correct or remedy any condition or conditions which constitute a violation or breach of the right Entravision Parties’ representations and warranties contained in Section 3.17 prior to drill any testthe Closing Date and provide to the Univision Parties at Closing a certificate from an environmental abatement firm reasonably acceptable to the Univision Parties that such removal, monitor correction or other xxxxx or to extract samples remedy has been completed so that the Entravision Parties’ representations and warranties contained in Section 3.17 will be true as of any air, soil, water or other substance from the Assets without Seller’s express prior written consentClosing Date and the conditions contained in Section 6.7 will be satisfied as of the Closing Date. If Buyer proposes a reasonable request to drill a test well the cost of removal, correction or extract a sample pursuant to a systematic and customary procedure for the assessment remedy of the environmental condition of conditions exceeds $1,000,000, the Assets and Seller refuses Univision Parties may elect to grant its consent to such a well or sampling, then Buyer (i) proceed with the Closing but shall have the right, for a period of seventy-two (72) hours following notification of Seller’s refusal to consent, to deliver written notice to Seller of Buyer’s election to exclude from this transaction the portion of the Assets affected by such proposed test well or sample, and the Purchase Price shall be adjusted accordingly by the Allocated Value of such portion of the Assets so excluded. Under no circumstances whatsoever shall Seller ever not be obligated to grant its consent close under any circumstances where there exists any uncured violations of warranties, representations or covenants with respect to any such test xxxxx environmental matters or sampling proposed by Buyer, and Buyer’s (ii) terminate the Agreement at the sole and exclusive remedy for any refusal by Seller to grant its consent shall be the limited right contained in the preceding sentence to exclude the affected Assets from the transactions contemplated by this Agreement. If Buyer fails to exercise the right to exclude such Assets by written notice to Seller delivered prior to the expiration option of the seventy-two hour period described above, then Buyer shall be conclusively deemed to have waived such right and shall be obligated to purchase the affected Assets without conducting such testing or sampling or any adjustment of the Purchase Price unless otherwise provided in this AgreementUnivision Parties.

Environmental Assessment. (a) The Sellers have retained ERM (the "Sellers' Consultant") to conduct a Phase II environmental assessment (the "Phase II") of the facility located at 630 Central Park Avenue, Yonkers, New York (the "Site"). The cost xx xxx Xxxxxxx' Xxxxxxxxxx xxxxx xx xxxxxx equally by the Sellers and the Buyer. The Buyer shall have pay its share of the right for a period commencing cost of the Sellers' Consultant at Closing or upon execution the termination of this Agreement by both parties and ending on November 28either party pursuant to Article IX. For the sake of clarity, 2012it is understood that Buyer shall have no obligation to pay, to conduct an in whole or in part, for the cost of the Phase I environmental assessment of the AssetsSite that was prepared by the Sellers' Consultant. The Phase II shall be prepared by the Sellers' Consultant pursuant to the scope of work attached hereto as Exhibit H (the "Scope of Work"). Whenever the Sellers' Consultant delivers to the Sellers any test results, at Buyer’s sole riskdata, liability and expense. Seller shall make available to Buyer, during reports (whether draft or final) or other material or information concerning the environmental assessment conditions existing in, on, under or near the Site, copies of all such materials shall be delivered simultaneously to the Buyer and the Buyer's Consultant. (b) If the Phase II identifies conditions requiring remediation pursuant to applicable Environmental Laws ("Remedial Work"), the Sellers' Consultant shall prepare and deliver to the Buyers a reasonable cost estimate to remediate such conditions consistent with the least costly remedial alternative permitted by applicable Environmental Laws (the "Sellers' Remediation Estimate"); provided that any such remedial alternative does not limit or materially increase the cost or difficulty of the operations of the Site as such operations are conducted as of the date hereof. The Sellers' Remediation Estimate shall be the Sellers' Consultant's professional estimate of the "reasonable most likely" cost of remediating the Site using the chosen remedial alternative, and shall not be either a theoretical "reasonable best case" or "reasonable worst case" cost. The Sellers' Remediation Estimate shall be accompanied by a statement describing the basis for the selection of the chosen remediation alternative, an analysis of why the Sellers' Consultant believes that the remedial alternative selected is permitted by applicable Environmental Laws, and set forth, in reasonable detail, and accompanied with reasonable supporting data, the manner in which the Sellers' Consultant calculated the Sellers' Remediation Estimate. The Sellers' Remediation Estimate shall include the present value of any future operation and maintenance expenses, and groundwater monitoring expenses, required as part of the chosen remediation alternative. (c) Within ten (10) Business Days of the delivery of the Sellers' Remediation Estimate, the Buyer or, if the Buyer retains (at its own expense) an environmental consultant (the "Buyer's Consultant"), the Buyer's Consultant may review any data generated by the Sellers' Consultant in connection with the Phase II and the Buyer's Consultant may prepare its own reasonable cost estimate to complete the Remedial Work (the "Buyer's Remediation Estimate") and deliver such Buyer's Remediation Estimate to the Sellers and the Sellers' Consultant. The Buyer's Remediation Estimate shall be the Buyer's Consultant's professional estimate of the "reasonable most likely" cost of remediating the Site using the chosen remedial alternative, and shall not be either a theoretical "reasonable best case" or "reasonable worst case" cost. The Buyer's Remediation Estimate shall be accompanied by a statement describing the basis for the selection of the chosen remediation alternative, an analysis of why the Buyer's Consultant believes that the remedial alternative selected is permitted by applicable Environmental Laws, and set forth, in reasonable detail, and accompanied with reasonable supporting data, the manner in which the Buyer's Consultant calculated the Buyer's Remediation Estimate. The Buyer's Remediation Estimate shall include the present value of any future operation and maintenance expenses, and groundwater monitoring expenses, required as part of the chosen remediation alternative. The Buyer's Remediation Estimate shall include the imposition of land use restrictions or other applicable limitations by deed or other similar instrument, or the installation of institutional controls, so long as such restrictions, limitations or controls are necessary to implement the least costly remedial alternative permitted by applicable Environmental Laws, and so long as any such restrictions, limitations or controls do not limit or materially increase the cost or difficulty of the operations of the Site as such operations are conducted as of the date hereof. If the Buyer or the Buyer's Consultant does not generate the Buyer's Remediation Estimate and deliver it within the ten (10) Business Day period described referred to above, Seller’s historical files regarding prior operations on the AssetsSellers' Remediation Estimate shall constitute the Final Remediation Estimate. (d) If the Sellers' Remediation Estimate is greater than the Buyer's Remediation Estimate, then the Buyer's Remediation Estimate shall constitute the Final Remediation Estimate. (e) If the Sellers' Remediation Estimate is less than the Buyer's Remediation Estimate and provide Buyer is at least eighty (80%) percent of the Buyer's Remediation Estimate, the Sellers' Remediation Estimate and its representatives with reasonable access the Buyer's Remediation Estimate shall be averaged (the "Averaged Remediation Estimate"). In this case, the Averaged Remediation Estimate shall constitute the Final Remediation Estimate. (f) If Sellers' Remediation Estimate is less than eighty (80%) percent of the Buyer's Remediation Estimate, an environmental consulting firm reasonably acceptable to the Assets parties shall be retained by the Sellers (the "Remediation Estimate Arbiter") within ten (10) Business Days after the Buyer delivers the Buyer's Remediation Estimate to the Sellers and the Sellers' Consultant. All costs related to the Remediation Estimate Arbiter shall be split equally between the parties. The Remediation Estimate Arbiter shall be provided with a copy of (i) the Phase II, (ii) the Buyer's Remediation Estimate and (iii) the Sellers' Remediation Estimate, and, based solely upon such information and without independent investigation, the Remediation Estimate Arbiter shall, within ten (10) Business Days after such Remediation Estimate Arbiter is retained, provide the parties with a reasonable cost estimate to conduct the environmental assessmentRemedial Work consistent with the least costly remedial alternative permitted by applicable Environmental Law that does not limit or materially increase the costs or difficulty of the operations of the Site as such operations are conducted as of the date hereof (the "Arbiter's Remediation Estimate"). The Arbiter's Remediation Estimate shall be the Remediation Estimate Arbiter's professional estimate of the "reasonable most likely" cost of remediating the Site using the chosen remedial alternative, and shall not be either a theoretical "reasonable best case" or "reasonable worst case" cost. The Arbiter's Remediation Estimate shall be accompanied by a statement describing the basis for the selection of the chosen remediation alternative, an analysis of why the Remediation Estimate Arbiter believes that the remedial alternative selected is permitted by applicable Environmental Laws, and set forth, in reasonable detail, and accompanied with reasonable supporting data, the manner in which the Remediation Estimate Arbiter calculated the Arbiter's Remediation Estimate. The Arbiter's Remediation Estimate shall include the present value of any future operation and maintenance expenses, and groundwater monitoring expenses, required as part of the chosen remediation alternative. In this case, the Arbiter's Remediation Estimate shall constitute the Final Remediation Estimate. (g) As set forth in Section 3.1(b), and if the Agreement is not terminated by either party pursuant to Section 9.1, at the Closing the Buyer shall provide Seller three (3) days prior written notice place an amount of a desired date(s) for such assessment and Seller shall have the right to be present during any assessment and, if any testing is conducted pursuant to Seller’s express prior written consent, Seller may require splitting of all samples. Notwithstanding any other provision of this Agreement funds equal to the contraryFinal Remediation Estimate (or, Buyer shall not have under certain circumstances, $1,000,000 as provided in Section 9.1(g)) in the right Escrow Account to drill any test, monitor or other xxxxx or to extract samples satisfy the Buyer's cost of any air, soil, water or other substance from remediation in accordance with the Assets without Seller’s express prior written consent. If Buyer proposes a reasonable request to drill a test well or extract a sample pursuant to a systematic and customary procedure for the assessment terms of the environmental condition of Escrow Agreement. The parties hereto acknowledge and agree that the Assets and Seller refuses to grant its consent to such a well or sampling, then Buyer shall have Escrow Amount (excluding the right, for a period of seventy-two (72Adjustment Escrow Amount) hours following notification of Seller’s refusal to consent, to deliver written notice to Seller of Buyer’s election to exclude from this transaction the portion of the Assets affected by such proposed test well or sample, and the Purchase Price shall be adjusted accordingly by the Allocated Value of such portion of the Assets so excluded. Under no circumstances whatsoever shall Seller ever be obligated to grant its consent to any such test xxxxx or sampling proposed by Buyer, and Buyer’s sole and exclusive source of remedy for the Buyer for the Remedial Work or any refusal by Seller to grant its consent environmental liabilities associated with the Site. (h) None of the Sellers' Consultant, the Buyers' Consultant, the Arbiter, or any affiliate thereof, shall be retained by either party to perform the limited right contained in the preceding sentence to exclude the affected Assets from the transactions contemplated by this Agreement. If Buyer fails to exercise the right to exclude such Assets by written notice to Seller delivered prior to the expiration of the seventy-two hour period described above, then Buyer shall be conclusively deemed to have waived such right and shall be obligated to purchase the affected Assets without conducting such testing or sampling or any adjustment of the Purchase Price unless otherwise provided in this AgreementRemedial Work.

Environmental Assessment. Buyer (A) Aqua and the FGUA agree that the FGUA may direct and authorize, at the FGUA’s cost, a “Phase I” Environmental Site Assessment of any or all of the real property to be conveyed hereunder. The Environmental Site Assessment shall have be in general accordance with the right scope and limitations of the American Society for Testing and Materials Designation: E 1527-97 (Standard Practice for Environmental Site Assessments: Phase I Environmental Site Assessment (“ESA”) Process). Prior to conducting any environmental assessment other than a period commencing upon execution Phase I ESA, the FGUA shall notify Aqua of this Agreement by both parties and ending on November 28, 2012, its desire to conduct an additional environmental assessments or testing. Only if the FGUA receives prior written approval from Aqua shall it be permitted to conduct any additional testing or assessment other than a Phase I ESA. Prior to performing any Phase II or additional ESA, the FGUA shall provide a scope of the Assets, at Buyer’s sole risk, liability and expense. Seller shall make available work to Buyer, during the environmental assessment period described above, Seller’s historical files regarding prior operations on the AssetsAqua, and provide Buyer and its representatives with reasonable access to the Assets to conduct the environmental assessment. Buyer shall provide Seller three (3) days prior written notice of a desired date(s) for such assessment and Seller Aqua shall have the right to review and approve such scope of work, prior to any intrusive sampling. In the event the Phase II or additional ESA performed for the FGUA identifies the presence of hazardous substances (as that term is defined in the Environmental Laws) in the soil or groundwater at levels required to be present during any assessment andremediated under applicable Environmental Laws, the FGUA shall provide the ESA report to Aqua. Aqua shall obtain the opinion of a qualified expert regarding an estimated cost to remediate such hazardous substances identified in the soil or groundwater as required by applicable Environmental Laws. Aqua shall be responsible for such remediation, at its expense; provided that, if the cost estimated for any testing is conducted pursuant to Seller’s express prior written consentremediation as set forth in this Section 4.05 exceeds $500,000, Seller may require splitting of all samples. Notwithstanding any other provision of this Agreement to the contrary, Buyer shall not have the right to drill any test, monitor or other xxxxx or to extract samples of any air, soil, water or other substance from the Assets without Seller’s express prior written consent. If Buyer proposes a reasonable request to drill a test well or extract a sample pursuant to a systematic and customary procedure for the assessment of the environmental condition of the Assets and Seller refuses to grant its consent to such a well or sampling, then Buyer either party shall have the rightoption of: (1) waiving this condition precedent to the Closing, (2) terminating this Agreement as to the Individual System affected, whereupon the FGUA and Aqua shall have no liability and no obligation to each other under this Agreement for a period of seventy-two such Individual System, or (723) hours following notification of Seller’s refusal terminating this Agreement, thereupon the FGUA and Aqua shall have no liability and no further obligations to consent, to deliver written notice to Seller of Buyer’s election to exclude from this transaction the portion of the Assets affected by such proposed test well or sample, and the Purchase Price shall be adjusted accordingly by the Allocated Value of such portion of the Assets so excluded. Under no circumstances whatsoever shall Seller ever be obligated to grant its consent to any such test xxxxx or sampling proposed by Buyer, and Buyer’s sole and exclusive remedy for any refusal by Seller to grant its consent shall be the limited right contained in the preceding sentence to exclude the affected Assets from the transactions contemplated by each other under this Agreement. If Buyer fails The provisions in this Section 4.05(A) shall not be subject to exercise the right Deductible or the Cap set forth in Section 6.09(A). (B) All ESAs are expected to exclude such Assets by written notice be completed and delivered to Seller delivered the FGUA and Aqua not less than thirty (30) days prior to the expiration of the seventy-two hour period described above, then Buyer shall be conclusively deemed to have waived such right and shall be obligated to purchase the affected Assets without conducting such testing or sampling or any adjustment of the Purchase Price unless otherwise provided in this AgreementClosing.