Common use of Environmental Dispute Resolution Clause in Contracts

Environmental Dispute Resolution. Seller and Buyer shall attempt to agree on all Environmental Defects and Remediation Amounts prior to Closing. If Seller and Buyer are unable to agree by Closing, the Environmental Defects and/or Remediation Amounts in dispute shall be exclusively and finally resolved by arbitration pursuant to this Section 12. 1. There shall be a single arbitrator, who shall be an environmental attorney with at least ten (10) years experience in environmental matters involving oil and gas producing properties in the Outer Continental Shelf, Gulf of Mexico, as selected by mutual agreement of Buyer and Seller within fifteen (15) Days after the Closing Date, and absent such agreement, by the Houston office of the American Arbitration Association (the “Environmental Arbitrator”). The arbitration proceeding shall be held in Houston, Texas and shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, to the extent such rules do not conflict with the terms of this Article. The Environmental Arbitrator’s determination shall be made within twenty (20) Days after submission of the matters in dispute and shall be final and binding upon both parties, without right of appeal. In making his determination, the Environmental Arbitrator shall be bound by the rules set forth in this Section 12.1 and, subject to the foregoing, may consider such other matters as in the opinion of the Environmental Arbitrator are necessary or helpful to make a proper determination. The Environmental Arbitrator, however, may not award the Buyer a greater Remediation Amount than the Remediation Amount claimed by Buyer in its applicable Environmental Defect Notice. The Environmental Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Environmental Defects and/or Remediation Amounts submitted by either party and may not award damages, interest or penalties to either party with respect to any matter. Seller and Buyer shall each bear its own legal fees and other costs of presenting its case. Each of Seller and Buyer shall bear one-half of the costs and expenses of the Environmental Arbitrator. To the extent that the award of the Environmental Arbitrator with respect to any Remediation Amount is not taken into account as an adjustment to the Purchase Price pursuant to Section 3.6, then within ten (10) Days after the Environmental Arbitrator delivers written notice to Buyer and Seller of his award with respect to a Remediation Amount, and subject to Section 12.1, (i) Buyer shall pay to Seller the amount, if any, so awarded by the Environmental Arbitrator to Seller and (ii) Seller shall pay to Buyer the amount, if any, so awarded by the Environmental Arbitrator to Buyer.

Environmental Dispute Resolution. Seller EXCO and Buyer BG shall attempt to agree on all disputes (i) relating to Pre-Closing Environmental Defects and Defects, the Remediation Amounts relating thereto prior to ClosingClosing or (ii) relating to Post-Closing Environmental Defects, the Remediation Amounts relating thereto prior to the Post-Closing Title Remedy Date. If Seller EXCO and Buyer BG are unable to agree by Closingsuch date, the Environmental Defects and/or Remediation Amounts in dispute shall be exclusively and finally resolved by arbitration pursuant to this Section 12. 112.1(f). There shall be a single arbitrator, who shall be an environmental attorney with at least ten (10) 10 years experience in environmental matters involving oil and gas producing properties in the Outer Continental Shelf, Gulf of Mexicoregional area in which the affected Subject Interests are located, as selected by mutual agreement of Buyer BG and Seller EXCO within fifteen (15) Days 15 days after the Closing Dateend of the applicable Environmental Cure Period, and absent such agreement, by the Houston Dallas office of the American Arbitration Association AAA (the “Environmental Arbitrator”). The arbitration proceeding shall be held in HoustonDallas, Texas and shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration AssociationAAA, to the extent such rules do not conflict with the terms of this ArticleSection. The Environmental Arbitrator shall not have worked as an employee or outside counsel for any Party or its Affiliates during the 5 year period preceding the arbitration or have any financial interest in the dispute. The Environmental Arbitrator’s determination shall be made within twenty (20) Days 20 days after submission of the matters in dispute and shall be final and binding upon both partiesParties, without right of appeal. In making his determination, the Environmental Arbitrator shall be bound by the rules set forth in this Section 12.1 and, subject to the foregoing, may consider such other matters as in the opinion of the Environmental Arbitrator are necessary or helpful to make a proper determination. The Environmental Arbitrator, however, may not award the Buyer BG a greater Remediation Amount than the Remediation Amount claimed by Buyer BG in its applicable Environmental Defect Notice nor a lower Remediation Amount than the Remediation Amount proposed by EXCO in its response to such Environmental Defect Notice. The Environmental Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Environmental Defects and/or Remediation Amounts submitted by either party Party and may not award damages, interest or penalties to either party Party with respect to any matter. Seller EXCO and Buyer BG shall each bear its own legal fees and other costs of presenting its case. Each of Seller EXCO and Buyer BG shall bear one-half of the costs and expenses of the Environmental Arbitrator. To the extent that the award of the Environmental Arbitrator with respect to any Remediation Amount is not taken into account as an adjustment to the Purchase Price Closing Cash Consideration pursuant to Section 3.63.5 or Section 3.6 and the applicable Party would otherwise be entitled to an adjustment under the provisions of this Section 12.1, then within ten (10) Days 10 days after the Environmental Arbitrator delivers written notice to Buyer BG and Seller EXCO of his award with respect to a Remediation Amount, and subject to this Section 12.1, (i) Buyer BG shall pay to Seller EXCO the amount, if any, so awarded by the Environmental Arbitrator to Seller EXCO and (ii) Seller EXCO shall pay to Buyer BG the amount, if any, so awarded by the Environmental Arbitrator to BuyerBG. Nothing herein shall operate to cause the Closing to be delayed on account of any arbitration hereunder and to the extent any adjustments are not agreed upon by the Parties as of the Closing, the Closing Cash Consideration shall not be adjusted therefor as of the Closing and subsequent adjustments thereto, if any, will be made pursuant to Section 3.6, Section 3.7 or this Section 12.1.

Environmental Dispute Resolution. Seller and Buyer shall attempt to agree on all Environmental Defects and Remediation Amounts prior to Closing. If Seller and Buyer are unable to agree by Closing, the Environmental Defects and/or Remediation Amounts in dispute shall be exclusively and finally resolved by arbitration pursuant to this Section 12. 112.1(e). There shall be a single arbitrator, who shall be an environmental attorney with at least ten (10) 10 years experience in environmental matters involving oil and gas producing properties in the Outer Continental Shelf, Gulf of Mexicoregional area in which the affected Assets are located, as selected by mutual agreement of Buyer and Seller within fifteen (15) Days 15 days after the Closing Date, and absent such agreement, by the Houston office of the American Arbitration Association Date (the “Environmental Arbitrator”). In the event the Parties are unable to mutually agree upon the Environmental Arbitrator within such time period, then each Party will nominate a candidate to be the Environmental Arbitrator, and such candidates so nominated by the Parties shall together determine the Environmental Arbitrator. The arbitration proceeding shall be held in Houston, Texas and shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, to the extent such rules do not conflict with the terms of this ArticleTexas. The Environmental Arbitrator’s determination shall be made within twenty (20) Days 20 days after submission of the matters in dispute and shall be final and binding upon both partiesParties, without right of appeal. In making his determination, the Environmental Arbitrator shall be bound by the rules set forth in this Section 12.1 and, subject to the foregoing, may consider such other matters as in the opinion of the Environmental Arbitrator are necessary or helpful to make a proper determination. The Environmental Arbitrator, however, may not award the Buyer a its share of any greater Remediation Amount than the Remediation Amount claimed by Buyer in its applicable Environmental Defect Notice. The Environmental Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Environmental Defects and/or Remediation Amounts submitted by either party Party and may not award damages, interest or penalties to either party Party with respect to any matter. Seller and Buyer shall each bear its own legal fees and other costs of presenting its case. Each of Seller and Buyer shall bear one-half of the costs and expenses of the Environmental Arbitrator. To the extent that the award of the Environmental Arbitrator with respect to any Remediation Amount is not taken into account as an adjustment to the Purchase Price pursuant to Section 3.63.4 or Section 3.5, then within ten (10) Days 10 days after the Environmental Arbitrator delivers written notice to Buyer and Seller of his award with respect to a Remediation Amount, and subject to Section 12.112.1(d), (i) Buyer shall pay to Seller the amount, if any, so awarded by the Environmental Arbitrator to Seller and (ii) Seller shall pay to Buyer the amount, if any, so awarded by the Environmental Arbitrator to Buyer. Nothing herein shall operate to cause the Closing to be delayed on account of any arbitration hereunder and to the extent any adjustments are not agreed upon by the Parties as of the Closing, the Purchase Price shall not be adjusted therefor as of the Closing and subsequent adjustments thereto, if any, will be made pursuant to Section 3.6 or this Section 12.1.

Environmental Dispute Resolution. Seller The Sellers and Buyer shall attempt to agree on all Environmental Defects Conditions and Remediation Amounts prior to Closing and as to the completion of Remediation efforts after Closing. If Seller the Sellers and Buyer are unable to agree by Closing (or, after Closing, as to the completion of Remediation efforts), the Environmental Defects Conditions and/or Remediation Amounts in dispute shall be exclusively and finally resolved by arbitration pursuant to this Section 12. 12.07. There shall be a single arbitrator, who shall be an environmental attorney with at least ten (10) years experience in environmental matters involving oil and gas producing properties in the Outer Continental Shelf, Gulf of Mexicoproperties, as selected by mutual agreement of Buyer and Seller the Sellers within fifteen (15) Days days after the Closing Date, or within fifteen days after the Sellers claim completion of Remediation efforts after Closing, as applicable, and absent such agreement, by the Houston office of the American Arbitration Association (the “Environmental Arbitrator”). The arbitration proceeding shall be held in Houston, Texas and shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, to the extent such rules do not conflict with the terms of this Article. The Environmental Arbitrator’s determination shall be made within twenty (20) Days days after submission of the matters in dispute and shall be final and binding upon both partiesBuyer and the Sellers, without right of appeal. In making his or her determination, the Environmental Arbitrator shall be bound by the rules provisions set forth in this Section 12.1 2.07 and, subject to the foregoing, may consider such other matters as in the opinion of the Environmental Arbitrator are necessary or helpful to make a proper determination. The Environmental Arbitrator, however, may not award the Buyer a greater Remediation Amount more than the Remediation Amount claimed by Buyer in its applicable Environmental Defect Notice. The Environmental Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Environmental Defects Conditions and/or Remediation Amounts submitted by either a party and may not award damages, interest or penalties to either any party with respect to any matter. Seller The Sellers and Buyer shall each bear its their own legal fees and other costs of presenting its their case. Each of Seller and Buyer The non-prevailing party shall bear one-half of the costs and expenses of the Environmental Arbitrator, such non-prevailing party to be designated by the Environmental Arbitrator; provided however, if the Environmental Arbitrator is unable or unwilling to designate a non-prevailing party and the Sellers and the Buyer cannot agree among themselves as to which is the non-prevailing party, the Sellers and the Buyer shall share the costs and expenses of the Environmental Arbitrator in equal portions. To the extent that the award of the Environmental Arbitrator with respect to any Remediation Amount is not taken into account as an adjustment to the Purchase Price pursuant to Section 3.62.07, then within ten (10) Days days after the Environmental Arbitrator delivers written notice to Buyer and Seller the Sellers of his or her award with respect to a Remediation Amount, and subject to Section 12.12.07 and the other terms and provisions hereof, (i) Buyer shall pay to Seller the Sellers the amount, if any, so awarded by the Environmental Arbitrator to Seller the Sellers and (ii) Seller the Sellers shall pay to Buyer the amount, if any, so awarded by the Environmental Arbitrator to Buyer.

Environmental Dispute Resolution. Seller and Buyer shall attempt to agree on all Environmental Defects environmental defects and Remediation Amounts prior to Closing and as to the completion of Remediation efforts after Closing. If Seller and Buyer are unable to agree by Closing (or, after Closing, as to the Environmental Defects completion of Remediation efforts), the environmental defects and/or Remediation Amounts in dispute shall be exclusively and finally resolved by arbitration pursuant to this Section 12. 112.1. There shall be a single arbitrator, who shall be an environmental attorney with at least ten (10) years experience in environmental matters involving offshore oil and gas producing properties in the Outer Continental Shelf, Gulf of Mexico, as selected by mutual agreement of Buyer and Seller within fifteen (15) Days days after the Closing Date, and absent such agreement, by the Houston office of the American Arbitration Association (the “Environmental Arbitrator”). The arbitration proceeding shall be held in Houston, Texas and shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, to the extent such rules do not conflict with the terms of this Article. The Environmental Arbitrator’s determination shall be made within twenty (20) Days days after submission of the matters in dispute and shall be final and binding upon both parties, without right of appeal. In making his or her determination, the Environmental Arbitrator shall be bound by the rules provisions set forth in this Section 12.1 and, subject to the foregoing, may consider such other matters as in the opinion of the Environmental Arbitrator are necessary or helpful to make a proper determination. The Environmental Arbitrator, however, may not award the Buyer a greater Remediation Amount more than the Remediation Amount claimed by Buyer in its applicable Environmental Defect Notice. The Environmental Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Environmental Defects environmental defects and/or Remediation Amounts submitted by either party and may not award damages, interest or penalties to either party with respect to any matter. Seller and Buyer shall each bear its own legal fees and other costs of presenting its case. Each of Seller and Buyer The non-prevailing party shall bear one-half of the costs and expenses of the Environmental Arbitrator. To the extent that the award of the Environmental Arbitrator with respect to any Remediation Amount is not taken into account as an adjustment to the Purchase Price pursuant to Section 3.63.3, then within ten (10) Days days after the Environmental Arbitrator delivers written notice to Buyer and Seller of his or her award with respect to a Remediation Amount, and subject to Section 12.112.1 and the other terms and provisions hereof, (i) Buyer shall pay to Seller the amount, if any, so awarded by the Environmental Arbitrator to Seller and (ii) Seller shall pay to Buyer the amount, if any, so awarded by the Environmental Arbitrator to Buyer.

Environmental Dispute Resolution. Seller and Buyer shall attempt to agree on all Environmental Defects and Remediation Amounts prior to Closing. If Seller and Buyer are unable to agree by Closing, the Environmental Defects and/or Remediation Amounts in dispute shall be exclusively and finally resolved by arbitration pursuant to this Section 12. 112.1(e). There shall be a single arbitrator, who shall be an environmental attorney with at least ten (10) 10 years experience in environmental matters involving oil and gas producing properties in the Outer Continental Shelf, Gulf of Mexicoregional area in which the affected Conveyed Interests are located, as selected by mutual agreement of Buyer and Seller within fifteen (15) Days 15 days after the Closing Date, and absent such agreement, by the Houston Dallas office of the American Arbitration Association (the “Environmental Arbitrator”). The arbitration proceeding shall be held in HoustonDallas, Texas and shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, to the extent such rules do not conflict with the terms of this ArticleSection. The Environmental Arbitrator shall not have worked as an employee or outside counsel for any Party or its Affiliates during the five (5) year period preceding the arbitration or have any financial interest in the dispute. The Environmental Arbitrator’s determination shall be made within twenty (20) Days 20 days after submission of the matters in dispute and shall be final and binding upon both partiesParties, without right of appeal. In making his determination, the Environmental Arbitrator shall be bound by the rules set forth in this Section 12.1 and, subject to the foregoing, may consider such other matters as in the opinion of the Environmental Arbitrator are necessary or helpful to make a proper determination. The Environmental Arbitrator, however, may not award the Buyer a greater Remediation Amount than the Remediation Amount claimed by Buyer in its applicable Environmental Defect Notice nor a lower Remediation Amount than the Remediation Amount proposed by Seller in its response to such Environmental Defect Notice. The Environmental Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Environmental Defects and/or Remediation Amounts submitted by either party Party and may not award damages, interest or penalties to either party Party with respect to any matter. Seller and Buyer shall each bear its own legal fees and other costs of presenting its case. Each of Seller and Buyer shall bear one-half of the costs and expenses of the Environmental Arbitrator. To the extent that the award of the Environmental Arbitrator with respect to any Remediation Amount is not taken into account as an adjustment to the Purchase Price Closing Cash Consideration pursuant to Section 3.63.5 or Section 3.6 and the applicable Party would otherwise be entitled to an adjustment under the provisions of this Section 12.1, then within ten (10) Days 10 days after the Environmental Arbitrator delivers written notice to Buyer and Seller of his award with respect to a Remediation Amount, and subject to this Section 12.1, (i) Buyer shall pay to Seller the amount, if any, so awarded by the Environmental Arbitrator to Seller and (ii) Seller shall pay to Buyer the amount, if any, so awarded by the Environmental Arbitrator to Buyer. Nothing herein shall operate to cause the Closing to be delayed on account of any arbitration hereunder and to the extent any adjustments are not agreed upon by the Parties as of the Closing, the Closing Cash Consideration shall not be adjusted therefor as of the Closing and subsequent adjustments thereto, if any, will be made pursuant to Section 3.6, Section 3.7 or this Section 12.1.

Environmental Dispute Resolution. Seller and Buyer Xxxxx shall attempt to agree in writing on all Environmental Defects and Remediation Amounts prior to Closing. If Seller Xxxxxx and Buyer Xxxxx are unable to agree in writing by Closing, the Environmental Defects and/or and Remediation Amounts in dispute shall be exclusively and finally resolved by arbitration pursuant to this Section 12. 114.1(f). There shall be a single arbitrator, who shall be an environmental attorney or consultant with at least ten fifteen (1015) years years’ experience in environmental matters involving oil and gas producing properties in the Outer Continental Shelf, Gulf of Mexicoregional area in which the affected Properties are located, as selected by mutual written agreement of Buyer and Seller within fifteen (15) Days days after the Closing Date, and absent such agreement, by the Houston Houston, Texas office of the American Arbitration Association AAA (the “Environmental Arbitrator”). Each of Buyer and Seller shall submit to the Environmental Arbitrator its proposed resolution of Environmental Defects and Remediation Amounts for each Environmental Defect in writing. The proposed resolution shall include the best offer of the submitting Party in a single monetary amount that such Party is willing to pay or accept (as applicable) as the Remediation Amount for each Environmental Defect. The arbitration proceeding shall be held in Houston, Texas and shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration AssociationAAA, to the extent such rules do not conflict with the terms of this ArticleSection 14.1. The Environmental Arbitrator’s determination shall be made within twenty thirty (2030) Days days after submission of the matters in dispute and shall be final and binding upon both partiesthe Parties, without right of appeal. In making his its determination, the Environmental Arbitrator shall be bound by the rules set forth in this Section 12.1 14.1 and, subject to the foregoing, may consider such other matters as in the opinion of the Environmental Arbitrator are necessary or helpful to make a proper determination. The Environmental Arbitrator; provided, however, may not award that the Buyer a greater Remediation Amount than Environmental Arbitrator shall be limited to awarding only one or the Remediation Amount claimed by Buyer in its applicable Environmental Defect Noticeother of the two proposed settlement amounts. The Environmental Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Environmental Defects and/or and Remediation Amounts submitted by either party Party and may not award damages, interest or penalties to either party Party with respect to any matter. Seller and Buyer shall each bear its own legal fees and other The costs of presenting its case. Each of Seller and Buyer shall bear one-half of the costs and expenses of the Environmental ArbitratorArbitrator shall be borne equally between the Parties. To the extent that the award of the Environmental Arbitrator with respect to any Remediation Amount is not taken into account as an adjustment to the Purchase Price pursuant to Section 3.611.1 or Section 2.4(c), then then, within ten (10) Days days after the Environmental Arbitrator delivers written notice to Buyer Xxxxx and Seller of his award with respect to a any Remediation Amount, and subject to Section 12.114.1(c), (i) Buyer the Parties shall pay account to Seller each other in accordance with the amountterms of such award. Nothing herein shall operate to cause Closing to be delayed on account of any unresolved dispute involving Environmental Defects and/or Remediation Amounts or any arbitration conducted pursuant to this Section 14.1(f), and to the extent any adjustments are not agreed upon by the Parties in writing as of Closing, the Purchase Price shall not be adjusted therefor at Closing and subsequent adjustments to the Purchase Price, if any, so awarded by the Environmental Arbitrator will be made pursuant to Seller and (ii) Seller shall pay to Buyer the amount, if any, so awarded by the Environmental Arbitrator to BuyerSection 2.4 or this Section 14.1(f).

Environmental Dispute Resolution. (a) Seller and Buyer shall attempt to agree on all Environmental Defects and Remediation Environmental Defect Amounts prior to Closing. If Seller and Buyer are unable to agree by Closing, the Environmental Defects and/or Remediation and Environmental Defect Amounts in dispute shall be exclusively and finally resolved by arbitration pursuant to this Section 123.21 and either Party shall have the right, upon the delivery of written notice to the other Party, to dispute such matter and to invoke the dispute resolution provisions below in this Section 3.21 in order to resolve any such dispute. Any such notice must be delivered on or before the 10th Business Day after Closing. 1. (b) There shall be a single arbitrator, who shall be an environmental attorney consultant (the “Environmental Arbitrator”) with at least ten (10) 10 years experience in environmental matters involving oil and gas producing properties in the Outer Continental Shelf, Gulf of Mexicorelevant experience, as selected by mutual agreement of Buyer and Seller within fifteen (15) 15 Days after the Closing Dateend of the Cure Period, and absent such agreement, by the Houston office of the American Arbitration Association (the “Environmental Arbitrator”)CPR. The arbitration proceeding shall be held in Houston, Texas and shall be conducted in accordance with pursuant to the Commercial Arbitration Rules rules of the American Arbitration Association, CPR to the extent such rules do not conflict with the terms of this ArticleSection 3.21. The Environmental Arbitrator’s determination shall be made within twenty (20) 20 Days after submission of the matters in dispute and shall be final binding on and binding upon both parties, without right of appealnon-appealable by the Parties. In making his his/her determination, the Environmental Arbitrator shall be bound by the rules set forth in this Section 12.1 Sections 3.19 and 3.20 and, subject to the foregoing, may consider such other matters as in the opinion of the Environmental Arbitrator are necessary or helpful to make a proper determination. The Environmental Arbitrator, however, may not award the Buyer a greater Remediation Environmental Defect Amount than the Remediation Environmental Defect Amount claimed by Buyer in its applicable Environmental Defect NoticeNotice or a lesser Environmental Defect Amount than the Environmental Defect Amount claimed by Seller. The Environmental Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Environmental Defects and/or Remediation and Environmental Defect Amounts submitted by either party Party and may not award damages, interest or penalties to either party Party with respect to any matter. Seller and Buyer . (c) The Environmental Arbitrator shall each bear its own include all legal fees and other costs of presenting the prevailing party in its caseaward against the losing party. Each of Seller and Buyer shall bear one-half of the costs The fees and expenses of associated with the Environmental ArbitratorArbitrator shall be borne equally by the Parties. To the extent that the award of the Environmental Arbitrator with respect to any Remediation Environmental Defect Amount is not taken into account as an adjustment to the Base Purchase Price pursuant to Section 3.62.5, then within ten (10) 10 Days after the Environmental Arbitrator delivers written notice to Buyer and Seller of his the award with respect to a Remediation an Environmental Defect Amount, and subject to Section 12.1, (ia) Buyer shall pay to Seller the amount, if any, so awarded by the Environmental Arbitrator to Seller and (iib) Seller shall pay to Buyer the amount, if any, so awarded by the Environmental Arbitrator to Buyer, and the Party obligated to make a payment pursuant to clause (a) or (b) preceding shall include as a part of such payment interest on the amount due at the Prime Rate from (and including) the Closing Date to (and excluding) the date of payment.

Environmental Dispute Resolution. (i) Seller and Buyer shall attempt to agree on all Environmental Defects and Remediation Amounts no later than the three (3) Business Days prior to Closing. If Seller and Buyer are unable fail to agree in writing by Closingsuch time, the Environmental Defects and/or Remediation Amounts in dispute shall be exclusively and finally resolved by arbitration pursuant to this Section 12. 19.2(d). There shall be a single arbitrator, who shall be an environmental attorney with at least ten (10) years years’ experience in environmental matters involving oil and gas producing properties in the Outer Continental Shelf, Gulf of Mexicoregional area in which the affected Assets are located, as selected by mutual agreement of Buyer and Seller within fifteen (15) Days days after the Closing Date, and absent such agreement, by the Houston Houston, Texas office of the American Arbitration Association AAA (the “Environmental Arbitrator”). The arbitration proceeding shall be held in Houston, Texas and shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration AssociationRules, to the extent such rules Rules do not conflict with the terms of this ArticleArticle IX. In addition to being bound by and adhering to the Rules and practices of the AAA and applicable law on arbitrator neutrality, the Environmental Arbitrator shall not have worked as an employee or outside counsel for any Party or its Affiliates during the five (5) year period preceding the arbitration or have any financial interest in the dispute. The Environmental Arbitrator’s determination shall be made within twenty (20) Days days after submission of the matters in dispute and shall be final and binding upon both partiesthe Parties, without right of appeal. In making his determination, the Environmental Arbitrator shall be bound by the rules set forth in this Section 12.1 and, subject to Article IX and the foregoing, may consider such other matters as in the opinion of the Environmental Arbitrator are necessary or helpful to make a proper determinationRules. The Environmental Arbitrator, however, may not award the Buyer a greater Remediation Amount than the Remediation Amount claimed by Buyer in its applicable Environmental Defect Notice, nor a lower amount than the Remediation Amount proposed by Seller in its response to such Environmental Defect Notice unless the Arbitrator determines that the alleged Environmental Defect is not an Environmental Defect within the meaning of this Agreement. The Environmental Arbitrator shall act as an expert for the limited purpose of determining the specific whether a disputed Environmental Defects exists and/or the appropriate Remediation Amounts submitted by either party and may not award damages, interest or penalties to either party Party with respect to any matter. Seller and Buyer shall each bear its own legal fees and other costs of presenting its case. Each of Seller and Buyer shall bear one-half of the costs and expenses of the Environmental Arbitrator. To the extent that the award of the Environmental Arbitrator with respect to any Remediation Amount is not taken into account as an adjustment to the Purchase Price pursuant to Section 3.6, then within Within ten (10) Days days after the Environmental Arbitrator delivers written notice to Buyer and Seller of his any award with respect to a Remediation Amount, and subject to this Section 12.19.2, (i) Buyer Seller shall pay direct the Escrow Agent to Seller the amount, if any, so awarded by release from the Environmental Arbitrator Dispute Escrow Amount an amount of Preferred Shares with an aggregate Liquidation Preference equal to Seller and (ii) Seller shall pay to Buyer the amount, if any, so awarded by the Environmental Arbitrator to Buyer. If the Remediation Amount ultimately determined by the Environmental Arbitrator with respect to any Environmental Defect is less than the Remediation Amount claimed by Buyer in the applicable Environmental Defect Notice with respect to such Environmental Defect, then within the aforesaid ten (10) day period, Buyer shall instruct the Escrow Agent to release from the Environmental Dispute Escrow Amount to Seller a number of Preferred Shares with an aggregate Liquidation Preference equal to the amount by which the Remediation Amount claimed by Buyer in the applicable Environmental Defect Notice exceeds such Remediation Amount. (ii) All Environmental Defects which Seller has elected to attempt to remediate pursuant to Section 9.2(b)(ii) for which Buyer disputes the adequacy or completeness of the Remediation shall be submitted to the Environmental Arbitrator for resolution. In making his determination the Environmental Arbitrator shall adhere to the rules, procedures, process and provisions set forth in Section 9.2(d)(i).

Environmental Dispute Resolution. Seller Sellers and Buyer shall attempt to agree on all Environmental Defects and Remediation Amounts prior to Closing. If Seller Sellers and Buyer are unable to agree on any such matter by Closing, the any Environmental Defects and/or or Remediation Amounts in dispute shall Dispute will be exclusively and finally resolved by arbitration pursuant to this Section 12. 17.1(e). There shall will be a single arbitrator, who shall must be an environmental attorney with at least ten (10) years 10 years’ experience in environmental matters involving oil and gas producing properties in the Outer Continental Shelf, Gulf of Mexicoregional area in which the applicable Environmental Defect Properties are located, as selected by mutual agreement of Buyer and Seller Sellers within fifteen (1515 days after any Party invokes the provisions of this Section 7.1(e) Days after the Closing Dateto resolve such Dispute, and absent such agreement, by the Houston office of the American Arbitration Association AAA (the “Environmental Arbitrator”). The arbitration proceeding shall will be held in Houston, Texas and shall be conducted in accordance with the Commercial Arbitration AAA Rules of the American Arbitration Association, to the extent such rules do not conflict with the terms of this ArticleSection 7.1(e). The Environmental Arbitrator’s determination shall must be made within twenty (20) Days 20 days after submission of the matters in dispute Dispute and shall be final and binding upon both partiesParties, without right of appeal. In making his its determination, the Environmental Arbitrator shall be bound by the rules set forth in this Section 12.1 7.1 and, subject to the foregoing, may consider such other matters as in the opinion of the Environmental Arbitrator are necessary or helpful to make a proper determination. The Environmental Arbitrator, however, may not award the Buyer a greater Remediation Amount than the Remediation Amount claimed by Buyer in its the applicable Environmental Defect NoticeNotice (which such award shall not exceed the Allocated Value of the applicable Environmental Defect Property). The Environmental Arbitrator shall will act as an expert for the limited purpose of determining the specific disputed Environmental Defects and/or Remediation Amounts submitted by either party Party and may not award damages, interest or penalties to either party Party with respect to any matter. Seller Sellers and Buyer shall will each bear its their own legal fees and other costs of presenting its case. Each of Seller and Buyer shall Party will bear one-half of the costs and expenses of the Environmental Arbitrator. To the extent that the award of the Environmental Arbitrator with respect to any Remediation Amount is not taken into account as an adjustment to the Purchase Price at Closing pursuant to Section 3.62.4(c)(iii) and Buyer would otherwise be entitled to an adjustment under the provisions of Section 7.1(d), then then, within ten (10) Days 10 days after the Environmental Arbitrator delivers written notice to Buyer and Seller Sellers of his such award with respect to a Remediation Amount, and subject to Section 12.17.1(d), (ithe Purchase Price will be adjusted pursuant to Section 2.4(c)(iii) Buyer shall pay to Seller the amount, if any, so awarded by the Environmental Arbitrator to Seller and (ii) Seller shall pay to Buyer the amount, if any, so awarded by the Environmental Arbitrator to Buyersuch Remediation Amount.

Environmental Dispute Resolution. Seller SM and Buyer Buyers shall attempt to agree on all Environmental Defects and Remediation Amounts prior to Closing. If Seller SM and Buyer Buyers are unable to agree on any such matter by Closing, the any Environmental Defects and/or or Remediation Amounts in dispute shall Dispute will be exclusively and finally resolved by arbitration pursuant to this Section 12. 17.1(e). There shall will be a single arbitrator, who shall must be an environmental attorney with at least ten (10) years years’ experience in environmental matters involving oil and gas producing properties in the Outer Continental Shelf, Gulf of Mexicoregional area in which the applicable Environmental Defect Properties are located, as selected by mutual agreement of Buyer Buyers and Seller SM within fifteen (15) Days days after any Party invokes the Closing Dateprovisions of this Section 7.1(e) to resolve such Dispute, and absent such agreement, by the Houston office of the American Arbitration Association AAA (the “Environmental Arbitrator”). The Environmental Arbitrator shall not have worked as an employee or performed more than $25,000 of Work as outside counsel for any Party or its Affiliates during the five (5) year period preceding the arbitration or have any financial interest in the dispute. The arbitration proceeding shall will be held in Houston, Texas and shall be conducted in accordance with the Commercial Arbitration AAA Rules of the American Arbitration Association, to the extent such rules do not conflict with the terms of this ArticleSection 7.1(e). The Environmental Arbitrator’s determination shall must be made within twenty (20) Days days after submission of the matters in dispute Dispute and shall be final and binding upon both partiesParties, without right of appeal. In making his its determination, the Environmental Arbitrator shall be bound by the rules set forth in this Section 12.1 7.1 and, subject to the foregoing, may consider such other matters as in the opinion of the Environmental Arbitrator are necessary or helpful to make a proper determination. The Environmental Arbitrator, however, may not award the Buyer Buyers a greater Remediation Amount than the Remediation Amount claimed by Buyer Buyers in its the applicable Environmental Defect Notice, nor may the Environmental Arbitrator award Buyers a lesser Remediation Amount than the Remediation Amount proposed by SM. The Environmental Arbitrator shall will act as an expert for the limited purpose of determining the specific disputed Environmental Defects and/or Remediation Amounts submitted by either party Party and may not award damages, interest or penalties to either party Party with respect to any matter. Seller SM and Buyer Buyers shall each bear its their own legal fees and other costs of presenting its case. Each of Seller and Buyer SM shall bear one-half half, and Buyers shall bear one-half, of the costs and expenses of the Environmental Arbitrator. Any judgment of the award of the Environmental Arbitrator may be entered and enforced by any court of competent jurisdiction. To the extent that the award of the Environmental Arbitrator with respect to any Remediation Amount is not taken into account as an adjustment to the Purchase Price at Closing pursuant to Section 3.62.3 and Buyers would otherwise be entitled to an adjustment under the provisions of Section 7.1(b), then then, within ten (10) Days days after the Environmental Arbitrator delivers written notice to Buyer Buyers and Seller SM of his such award with respect to a Remediation Amount, and subject to Section 12.17.1(d), (i) Buyer any Party required to make a payment to effect such award shall pay to Seller the amount, if any, so awarded by the Environmental Arbitrator to Seller and (ii) Seller shall pay to Buyer the amount, if any, so awarded by the Environmental Arbitrator to Buyermake such payment.

Environmental Dispute Resolution. Seller Sellers and Buyer shall attempt to agree on all Environmental Defects and Remediation Amounts prior to Closing. If Seller Sellers and Buyer are unable to agree on any such matter by Closing, the any Environmental Defects and/or or Remediation Amounts in dispute shall Dispute will be exclusively and finally resolved by arbitration pursuant to this Section 12. 14.4(e). There shall will be a single arbitrator, who shall must be an environmental attorney with at least ten (10) years years’ experience in environmental matters involving oil and gas producing properties in the Outer Continental Shelf, Gulf of Mexicoregional area in which the applicable Environmental Defect Properties are located, as selected by mutual agreement of Buyer and Seller Sellers within fifteen (15) Days days after any Party invokes the Closing Dateprovisions of this Section 4.4(e) to resolve such Dispute, and absent such agreement, by the Houston office of the American Arbitration Association AAA (the “"Environmental Arbitrator”). The arbitration proceeding shall will be held in Houston, Texas and shall be conducted in accordance with the Commercial Arbitration AAA Rules of the American Arbitration Association, to the extent such rules do not conflict with the terms of this ArticleSection 4.4(e). The Environmental Arbitrator’s determination shall must be made within twenty (20) Days days after submission of the matters in dispute Dispute and shall be final and binding upon both partiesParties, without right of appeal. In making his its determination, the Environmental Arbitrator shall be bound by the rules set forth in this Section 12.1 4.4 and, subject to the foregoing, may consider such other matters as in the opinion of the Environmental Arbitrator are necessary or helpful to make a proper determination. The Environmental Arbitrator, however, may not award the Buyer a greater Remediation Amount than the Remediation Amount claimed by Buyer in its the applicable Environmental Defect NoticeNotice (which such award shall not exceed the Allocated Value of the applicable Environmental Defect Property). The Environmental Arbitrator shall will act as an expert for the limited purpose of determining the specific disputed Environmental Defects and/or Remediation Amounts submitted by either party Party and may not award damages, interest or penalties to either party Party with respect to any matter. Seller Sellers and Buyer shall will each bear its their own legal fees and other costs of presenting its case. Each of Seller and Buyer shall Party will bear one-half of the costs and expenses of the Environmental Arbitrator. To the extent that the award of the Environmental Arbitrator with respect to any Remediation Amount is not taken into account as an adjustment to the Purchase Price at Closing pursuant to Section 3.62.4(b)(6) and Buyer would otherwise be entitled to an adjustment under the provisions of Section 4.4(d), then then, within ten (10) Days days after the Environmental Arbitrator delivers written notice to Buyer and Seller Sellers of his such award with respect to a Remediation Amount, and subject to Section 12.14.4(d), (ithe Purchase Price will be adjusted pursuant to Section 2.4(b)(6) Buyer shall pay to Seller the amount, if any, so awarded by the Environmental Arbitrator to Seller and (ii) Seller shall pay to Buyer the amount, if any, so awarded by the Environmental Arbitrator to Buyersuch Remediation Amount.

Environmental Dispute Resolution. Seller and Buyer shall attempt to agree on all Environmental Defects and Remediation Amounts prior to Closing. If Seller and Buyer are unable to agree by Closing, the Environmental Defects and/or Remediation Amounts in dispute shall be exclusively and finally resolved by arbitration pursuant to this Section 12. 112.1(e). There shall be a single arbitrator, who shall be an environmental attorney with at least ten (10) years years’ experience in environmental matters involving oil and gas producing properties in the Outer Continental Shelf, Gulf of Mexicoregional area in which the affected Assets are located, as selected by mutual agreement of Buyer and Seller within fifteen (15) Days days after the Closing Date, and absent such agreement, by the Houston office of the American Arbitration Association Date (the “Environmental Arbitrator”). In the event the Parties are unable to mutually agree upon the Environmental Arbitrator within such time period, then each Party will nominate a candidate to be the Environmental Arbitrator, and such candidates so nominated by the Parties shall together determine the Environmental Arbitrator. The arbitration proceeding shall be held in HoustonDenver, Texas and shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, to the extent such rules do not conflict with the terms of this ArticleColorado. The Environmental Arbitrator’s determination shall be made within twenty (20) Days days after submission of the matters in dispute and shall be final and binding upon both partiesParties, without right of appeal. In making his determination, the Environmental Arbitrator shall be bound by the rules set forth in this Section 12.1 and, subject to the foregoing, may consider such other matters as in the opinion of the Environmental Arbitrator are necessary or helpful to make a proper determination. The Environmental Arbitrator, however, may not award the Buyer a its share of any greater Remediation Amount than the Remediation Amount claimed by Buyer in its applicable Environmental Defect Notice. The Environmental Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Environmental Defects and/or Remediation Amounts submitted by either party Party and may not award damages, interest or penalties to either party Party with respect to any matter. Seller and Buyer shall each bear its own legal fees and other costs of presenting its case. Each of Seller and Buyer shall bear one-half of the costs and expenses of the Environmental Arbitrator. To the extent that the award of the Environmental Arbitrator with respect to any Remediation Amount is not taken into account as an adjustment to the Purchase Price pursuant to Section 3.63.4 or Section 3.5, then within ten (10) Days days after the Environmental Arbitrator delivers written notice to Buyer and Seller of his award with respect to a Remediation Amount, and subject to Section 12.112.1(d), (i) Buyer shall pay to Seller the amount, if any, so awarded by the Environmental Arbitrator to Seller and (ii) Seller shall pay to Buyer the amount, if any, so awarded by the Environmental Arbitrator to Buyer. Nothing herein shall operate to cause the Closing to be delayed on account of any arbitration hereunder and to the extent any adjustments are not agreed upon by the Parties as of the Closing, the Purchase Price shall not be adjusted therefor as of the Closing and subsequent adjustments thereto, if any, will be made pursuant to Section 3.5, Section 3.6 or this Section 12.1, as applicable.

Environmental Dispute Resolution. Seller The Parties agree to resolve disputes concerning the existence and Buyer shall attempt to agree on all scope of an Environmental Defects and Remediation Amounts prior to Closing. If Seller and Buyer are unable to agree by Closing, the Environmental Defects Defect and/or Remediation Amounts in dispute shall be exclusively and finally resolved by arbitration Amount (the “Environmental Disputed Matters”) pursuant to this Section 12. 15.4(d). There The Parties agree to attempt to initially resolve all disputes through good faith negotiations. If the Parties cannot resolve disputes regarding Environmental Disputed Matters on or before Closing and Seller elects the remedy in Section 5.4(c)(iii), the Closing shall proceed and the Allocated Value of all or that portion of the Purchased Asset alleged to be affected by the Environmental Defect (“Environmental Disputed Amount”) shall be a single arbitrator, who shall be an environmental attorney with at least ten (10) years experience placed in environmental matters involving oil and gas producing properties in the Outer Continental Shelf, Gulf of Mexico, as selected escrow pursuant to Section 7.2. If arbitration to resolve Environmental Disputed Matters pursuant to Article XII is not initiated by mutual agreement of Buyer and Seller Purchaser within fifteen (15) Days business days after the Closing DateClosing, and absent such agreement, by the Houston office of the American Arbitration Association (the “Environmental Arbitrator”). The arbitration proceeding shall be held in Houston, Texas and shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, to the extent such rules do not conflict with the terms of this Article. The Environmental Arbitrator’s determination no downward adjustment shall be made within twenty (20) Days after submission for the Environmental Disputed Amounts in the Final Settlement Statement and Purchaser shall be deemed to have assumed responsibility for all costs and expenses attributable to the Remediation of the matters in dispute applicable Environmental Defect (net to the Purchased Assets) and all Liabilities (net to the Purchased Assets), including Environmental Liabilities, with respect thereto, and Purchaser’s obligations with respect to the foregoing shall be final deemed to constitute part of the Assumed Obligations. Within five (5) business days after the Arbitrator’s decision as to the existence and binding upon both partiesscope of an Environmental Defect and/or Remediation Amount, without right of appeal. In making his determinationSeller shall elect, at its sole option, the Environmental Arbitrator shall be bound by the rules set forth remedy in either subparagraph (i) or (ii) of Section 5.4(d) of this Section 12.1 and, subject to the foregoing, may consider Agreement and notify Purchaser in writing of such other matters as in the opinion election. Any post-Closing resolution of the Environmental Arbitrator are necessary or helpful to make a proper determination. The Environmental Arbitrator, however, may not award Disputed Matters shall be reflected in the Buyer a greater Remediation Amount than the Remediation Amount claimed by Buyer in its applicable Environmental Defect Notice. The Environmental Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Environmental Defects and/or Remediation Amounts submitted by either party and may not award damages, interest or penalties to either party with respect to any matter. Seller and Buyer shall each bear its own legal fees and other costs of presenting its case. Each of Seller and Buyer shall bear one-half of the costs and expenses of the Environmental Arbitrator. To the extent that the award of the Environmental Arbitrator with respect to any Remediation Amount is not taken into account as an adjustment to the Purchase Price pursuant to Section 3.6, then within ten (10) Days after the Environmental Arbitrator delivers written notice to Buyer and Seller of his award with respect to a Remediation Amount, and subject to Section 12.1, (i) Buyer shall pay to Seller the amount, if any, so awarded by the Environmental Arbitrator to Seller and (ii) Seller shall pay to Buyer the amount, if any, so awarded by the Environmental Arbitrator to BuyerFinal Settlement Statement.

Environmental Dispute Resolution. Seller and Buyer shall attempt to agree on all Environmental Defects and Remediation Amounts prior to the Closing. If Seller and Buyer are unable to agree by the Closing, the Environmental Defects and/or Remediation Amounts in dispute shall be exclusively and finally resolved by arbitration pursuant to this Section 12. 16.1(e). There shall be a single arbitrator, who shall be an environmental attorney with at least ten twenty (1020) years experience in environmental matters involving oil and gas producing properties in the Outer Continental Shelf, Gulf of Mexicoproperties, as selected by mutual agreement of Buyer and Seller within fifteen (15) Days days after the Closing Date, and absent such agreement, by the Houston office of the American Arbitration Association Date (the “Environmental Arbitrator”). In the event the Parties are unable to mutually agree upon the Environmental Arbitrator within such time period, then each Party will nominate a candidate to be the Environmental Arbitrator, and such candidates so nominated by the Parties shall together determine the Environmental Arbitrator. The arbitration proceeding shall be held in Houston, Texas and shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, to the extent such rules do not conflict with the terms of this ArticleTexas. The Environmental Arbitrator’s determination shall be made within twenty (20) Days days after submission of the matters in dispute and shall be final and binding upon both partiesParties, without right of appeal. In making his determination, the Environmental Arbitrator shall be bound by the rules set forth in this Section 12.1 6.1 and, subject to the foregoing, may consider such other matters as in the opinion of the Environmental Arbitrator are necessary or helpful to make a proper determination. The Environmental Arbitrator, however, may not award the Buyer a greater Remediation Amount than the Remediation Amount claimed by Buyer in its applicable Environmental Defect Notice. The Environmental Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Environmental Defects and/or Remediation Amounts submitted by either party Party and may not award damages, interest or penalties to either party Party with respect to any matter. Seller and Buyer shall each bear its own legal fees and other costs of presenting its case. Each of Seller and Buyer shall bear one-half of the costs and expenses of the Environmental Arbitrator. To the extent that the award of the Environmental Arbitrator with respect to any Remediation Amount is not taken into account included in the Preliminary Settlement Statement or Final Settlement Statement as an adjustment to the Purchase Price pursuant to Section 3.6Price, then within ten (10) Days days after the Environmental Arbitrator delivers written notice to Buyer and Seller of his award with respect to a Remediation Amount, and subject to Section 12.1, (i) Buyer shall pay to Seller the amount, if any, so awarded by the Environmental Arbitrator to Seller and (ii) Seller shall pay to Buyer the amount, if any, so awarded by the Environmental Arbitrator to Buyer. Nothing herein shall operate to cause the Closing to be delayed on account of any arbitration hereunder and to the extent any Environmental Defects and Remediation Amounts are not agreed upon by the Parties as of the Closing, the Purchase Price shall not be adjusted therefor as of the Closing and subsequent adjustments to the Purchase Price or payments with respect thereto, if any, will be made pursuant to Section 3.5 or this Section 6.1.

Environmental Dispute Resolution. Seller The Agent and Buyer shall attempt to agree on all Environmental Defects and Remediation Amounts prior to Closing. If Seller the Agent and Buyer are unable to agree by Closing, the Environmental Defects and/or Remediation Amounts in dispute shall be exclusively and finally resolved by arbitration pursuant to this Section 12. 112.1(d). There shall be a single arbitrator, who shall be an environmental attorney with at least ten (10) years years’ experience in environmental matters involving oil and gas producing properties in the Outer Continental Shelf, Gulf of Mexicoregional area in which the affected Assets are located, as selected by mutual agreement of Buyer and Seller the Agent within fifteen (15) Days days after the Closing Date, and absent such agreement, by the Houston Houston, Texas office of the American Arbitration Association (the “Environmental Arbitrator”). The arbitration proceeding shall be held in Houston, Texas and shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, to the extent such rules do not conflict with the terms of this ArticleSection 12. 1. The Environmental Arbitrator’s determination shall be made within twenty (20) Days days after submission of the matters in dispute and shall be final and binding upon both partiesthe Parties, without right of appeal. In making his or her determination, the Environmental Arbitrator shall be bound by the rules set forth in this Section 12.1 and, subject to the foregoing, may consider such other matters as in the opinion of the Environmental Arbitrator are necessary or helpful to make a proper determination. The Environmental Arbitrator, however, may not award the Buyer a greater Remediation Amount than the Remediation Amount claimed by Buyer in its applicable Environmental Defect Notice. The Environmental Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Environmental Defects and/or Remediation Amounts submitted by either party the Agent or Buyer and may not award damages, interest or penalties to either party Party with respect to any matter. Seller and Buyer , but shall each bear award to the prevailing Party its own legal fees and other costs of presenting its case. Each of Seller and Buyer shall bear one-half of the arbitration costs and expenses of the Environmental Arbitratorattorneys’ fees. To the extent that the award of the Environmental Arbitrator with respect to any Remediation Amount is not taken into account as an adjustment to the Purchase Price pursuant to Section 3.63.3 or Section 3.4, then within ten (10) Days after the Environmental Arbitrator delivers written notice to Buyer and Seller of his award with respect to a Remediation Amount, and subject to Section 12.1, (i) Buyer shall pay to Seller the amount, if any, so amounts awarded by the Environmental Arbitrator shall be disbursed in accordance with Section 3.7. Nothing herein shall operate to Seller cause Closing to be delayed on account of any arbitration conducted pursuant to this Section 12.1(d), and (ii) Seller to the extent any adjustments are not agreed upon by the Agent and Buyer as of Closing, the Purchase Price shall pay be adjusted therefor at Closing in accordance with Section 3.7, and subsequent adjustments to Buyer the amountPurchase Price, if any, so awarded by the Environmental Arbitrator will be made pursuant to BuyerSection 3.4 or this Section 12.1(d).

Environmental Dispute Resolution. Seller The Partnership and Buyer the Company Entities shall attempt to agree on all Environmental Defects and Remediation Environmental Defect Amounts prior to Closing. If Seller and Buyer such Parties are unable to agree by Closing, the Environmental Defects and/or Remediation and Environmental Defect Amounts in dispute shall be exclusively and finally resolved by arbitration pursuant to this Section 12. 15.06. The Partnership and the Company Entities agree to pursue any such arbitration in good faith and with reasonable diligence, with the goal of concluding the arbitration as soon as practicable. There shall be a single arbitrator, who shall be an environmental attorney consultant with at least ten (10) years experience in environmental matters involving the oil and gas producing industry involving properties in the Outer Continental Shelf, Gulf of Mexicorelevant jurisdiction in which the Environmental Defect Properties are located, as selected by mutual agreement of Buyer the Partnership and Seller the Company Entities within fifteen ten (1510) Days days after either the Closing DatePartnership or the Company Entities have provided the other with a notice of dispute invoking this Section 5.06, and absent such agreement, by the Houston Dallas office of the American Arbitration Association (the “Environmental Arbitrator”). The arbitration proceeding shall be held in HoustonDallas, Texas and shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, to the extent such rules do not conflict with the terms of this ArticleSection. The Environmental Arbitrator’s determination shall be made within twenty (20) Days days after submission of the matters in dispute and shall be final and binding upon both partiesall Parties, without right of appeal. In making his determination, the Environmental Arbitrator shall be bound by the rules set forth in this Section 12.1 Article V and, subject to the foregoing, may consider such other matters as in the opinion of the Environmental Arbitrator are necessary or helpful to make a proper determination. The Environmental Arbitrator, however, may not award the Buyer Partnership a greater Remediation Environmental Defect Amount than the Remediation Environmental Defect Amount claimed by Buyer the Partnership in its applicable Environmental Defect Notice. The Environmental Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Environmental Defects and/or Remediation and Environmental Defect Amounts submitted by either party the Partnership or the Company Entities and may not award damages, interest or penalties to either party any Party with respect to any matter. Seller and Buyer The Parties shall each bear its their own legal fees and other costs of presenting its case. Each of Seller the Partnership, on one hand, and Buyer the Company Entities, on the other hand, shall bear one-half of the costs and expenses of the Environmental Arbitrator. To Notwithstanding anything in this Agreement to the extent that contrary, Closing shall be delayed until no earlier than the award of delivery by the Environmental Arbitrator with respect to any Remediation Amount is not taken into account as an adjustment to the Purchase Price pursuant to Section 3.6, then within ten (10) Days after the Environmental Arbitrator delivers written notice to Buyer and Seller of his award with respect to a Remediation Amount, and subject to Section 12.1, (i) Buyer award. The Contribution Consideration at Closing shall pay to Seller the amount, if any, so be reduced by any Environmental Defect Amount awarded by the Environmental Arbitrator subject to Seller and (ii) Seller shall pay to Buyer the amount, if any, so awarded by the Environmental Arbitrator to Buyerlimitations set forth in Section 5.05 without duplication under Section 9.02.

Environmental Dispute Resolution. Seller EXCO and Buyer BG shall attempt to agree on all Environmental Defects and Remediation Amounts prior to Closing. If Seller EXCO and Buyer BG are unable to agree by Closing, the Environmental Defects and/or Remediation Amounts in dispute shall be exclusively and finally resolved by arbitration pursuant to this Section 12. 112.1(e). There shall be a single arbitrator, who shall be an environmental attorney with at least ten (10) 10 years experience in environmental matters involving oil and gas producing properties in the Outer Continental Shelf, Gulf of Mexicoregional area in which the affected Subject Assets are located, as selected by mutual agreement of Buyer BG and Seller EXCO within fifteen (15) Days 15 days after the Closing Date, and absent such agreement, by the Houston Dallas office of the American Arbitration Association (the “Environmental Arbitrator”). The arbitration proceeding shall be held in HoustonDallas, Texas and shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, to the extent such rules do not conflict with the terms of this ArticleSection. The Environmental Arbitrator shall not have worked as an employee or outside counsel for any Party or its Affiliates during the five (5) year period preceding the arbitration or have any financial interest in the dispute. The Environmental Arbitrator’s determination shall be made within twenty (20) Days 20 days after submission of the matters in dispute and shall be final and binding upon both partiesParties, without right of appeal. In making his determination, the Environmental Arbitrator shall be bound by the rules set forth in this Section 12.1 and, subject to the foregoing, may consider such other matters as in the opinion of the Environmental Arbitrator are necessary or helpful to make a proper determination. The Environmental Arbitrator, however, may not award the Buyer BG a greater Remediation Amount than the Remediation Amount claimed by Buyer BG in its applicable Environmental Defect Notice nor a lower Remediation Amount than the Remediation Amount proposed by EXCO in its response to such Environmental Defect Notice. The Environmental Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Environmental Defects and/or Remediation Amounts submitted by either party Party and may not award damages, interest or penalties to either party Party with respect to any matter. Seller EXCO and Buyer BG shall each bear its own legal fees and other costs of presenting its case. Each of Seller EXCO and Buyer BG shall bear one-half of the costs and expenses of the Environmental Arbitrator. To the extent that the award of the Environmental Arbitrator with respect to any Remediation Amount is not taken into account as an adjustment to the Purchase Price Closing Cash Contribution pursuant to Section 3.63.4 or Section 3.5 and the applicable Party would otherwise be entitled to an adjustment under the provisions of this Section 12.1, then within ten (10) Days 10 days after the Environmental Arbitrator delivers written notice to Buyer BG and Seller EXCO of his award with respect to a Remediation Amount, and subject to this Section 12.1, (i) Buyer BG shall pay to Seller EXCO the amount, if any, so awarded by the Environmental Arbitrator to Seller EXCO and (ii) Seller EXCO shall pay to Buyer BG the amount, if any, so awarded by the Environmental Arbitrator to BuyerBG. Nothing herein shall operate to cause the Closing to be delayed on account of any arbitration hereunder and to the extent any adjustments are not agreed upon by the Parties as of the Closing, the Closing Cash Contribution shall not be adjusted therefor as of the Closing and subsequent adjustments thereto, if any, will be made pursuant to Section 3.5, Section 3.6 or this Section 12.1.

Environmental Dispute Resolution. Seller The Parties shall resolve disputes concerning the following matters pursuant to this Section 5.4: (a) the existence and Buyer shall scope of an Environmental Defect or the Remediation Costs, (b) the Remediation Costs of that portion of the Emerald Asset affected by an Environmental Defect and (c) the adequacy of Emerald’s cure of an Environmental Defect and Kxxx’x reasonable satisfaction thereof (the “Environmental Disputed Matters”). The Parties agree to attempt to agree on initially resolve all Environmental Defects and Remediation Amounts prior to Closingdisputes through good faith negotiations. If Seller Emerald elects to challenge the existence and/or scope of the Environmental Defect and/or the Remediation Cost pursuant to this Section 5.4 (the “Environmental Disputed Matters”), and Buyer are unable such dispute has not been resolved as of the Closing Date, then the Emerald Purchase Price shall be reduced by the Value of such Environmental Defect Property (such amount, the “Environmental Escrow Amount”), and, at Closing, Kxxx shall pay such Environmental Escrow Amount to agree by the Escrow Agent, as part of the Additional Escrow Amount. If the Parties cannot resolve disputes regarding the Environmental Disputed Matters within forty-five (45) days following Closing, the Environmental Defects and/or Remediation Amounts in dispute Disputed Matters will be finally determined by binding arbitration before an independent arbitrator appointed by the Parties, provided that the independent arbitrator shall be exclusively qualified by education, knowledge of, and finally resolved experience with environmental defects affecting the types of properties which are subject to or relate to the disputed Environmental Defect or Environmental Disputed Matters. The arbitrator shall employ such independent attorneys and/or other consultants as the arbitrator deems necessary, with the costs of such employment to be shared equally by arbitration pursuant Emerald and Kxxx. On or before thirty (30) days after Closing, Emerald and Kxxx shall present their respective positions in writing to this Section 12. 1the arbitrator, together with such evidence as each Party deems appropriate. There The arbitrator shall be instructed to resolve the dispute through a single arbitrator, who shall be an environmental attorney with at least ten (10) years experience in environmental matters involving oil and gas producing properties in the Outer Continental Shelf, Gulf of Mexico, as selected by mutual agreement of Buyer and Seller within fifteen (15) Days after the Closing Date, and absent such agreement, by the Houston office of the American Arbitration Association (the “Environmental Arbitrator”). The arbitration proceeding shall be held in Houston, Texas and shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, to the extent such rules do not conflict with the terms of this Article. The Environmental Arbitrator’s determination shall be made final decision within twenty (20) Days days after submission of the matters in dispute and dispute. Each Party shall be pay half of any costs or fees assessed or charged by the arbitrator acting pursuant to this Article 5. Upon final and binding upon both parties, without right resolution of appeal. In making his determinationany Environmental Disputed Matter, the Escrow Agent shall deliver the applicable Environmental Arbitrator shall be bound by the rules set forth in this Section 12.1 and, subject to the foregoing, may consider such other matters as in the opinion Escrow Amount out of the Environmental Arbitrator are necessary or helpful to make a proper determination. The Environmental Arbitrator, however, may not award Additional Escrow Amount in accordance with the Buyer a greater Remediation Amount than the Remediation Amount claimed by Buyer in its applicable Environmental Defect Notice. The Environmental Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Environmental Defects and/or Remediation Amounts submitted by either party and may not award damages, interest or penalties to either party with respect to any matter. Seller and Buyer shall each bear its own legal fees and other costs of presenting its case. Each of Seller and Buyer shall bear one-half decision of the costs and expenses of the Environmental Arbitrator. To the extent that the award of the Environmental Arbitrator with respect to any Remediation Amount is not taken into account as an adjustment to the Purchase Price pursuant to Section 3.6, then within ten (10) Days after the Environmental Arbitrator delivers written notice to Buyer and Seller of his award with respect to a Remediation Amount, and subject to Section 12.1, (i) Buyer shall pay to Seller the amount, if any, so awarded by the Environmental Arbitrator to Seller and (ii) Seller shall pay to Buyer the amount, if any, so awarded by the Environmental Arbitrator to Buyerarbitrator.

Environmental Dispute Resolution. Seller and Buyer shall attempt to agree on all Environmental Defects Conditions and Remediation Amounts prior to Closingthe end of the Environmental Condition Cure Period. If Seller and Buyer are unable to agree by Closingthe end of the Environmental Condition Cure Period, the Environmental Defects Conditions and/or Remediation Amounts in dispute shall be exclusively and finally resolved by arbitration pursuant to this Section 12. 111.1(g). There shall be a single arbitrator, who shall be an environmental attorney or environmental expert with at least ten (10) years experience in environmental matters involving oil and gas producing properties in the Outer Continental Shelf, Gulf of MexicoTexas, as selected by mutual agreement of Buyer and Seller within fifteen (15) Days 15 days after the Closing Date, and absent such agreementagreement within such time period, then each party will nominate a candidate to select the Environmental Arbitrator, and such candidates so nominated by Buyer and Seller shall together determine the Environmental Arbitrator within 15 days after the last candidate is nominated and absent such determination within such time period, the Environmental Arbitrator shall be selected by the Houston office of the American Arbitration Association (the “Environmental Arbitrator”). The arbitration proceeding shall be held in Houston, Texas and shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, to the extent such rules do not conflict with the terms of this Article. The Environmental Arbitrator’s determination shall be made within twenty (20) Days 20 days after submission of the matters in dispute and shall be final and binding upon both parties, without right of appeal. In making his determination, the Environmental Arbitrator shall be bound by the rules set forth in this Section 12.1 11.1 and, subject to the foregoing, may consider such other matters as in the opinion of the Environmental Arbitrator are necessary or helpful to make a proper determination. The Environmental Arbitrator, however, may not award the Buyer a greater Remediation Amount than the Remediation Amount claimed by Buyer in its applicable Environmental Defect NoticeCondition Notice or a lesser Remediation Amount than the Remediation Amount claimed by Seller and notwithstanding anything herein to the contrary, the Environmental Arbitrator’s awards are subject to the limitations on liability set forth in Section 11.1(f). The Environmental Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Environmental Defects Conditions and/or Remediation Amounts submitted by either party and may not award damages, interest or penalties to either party with respect to any matter. Seller and Buyer shall each bear its own legal fees and other costs of presenting its case. Each of Seller and Buyer shall bear one-half of the costs and expenses of the Environmental Arbitrator. To the extent that the award of the Environmental Arbitrator with respect to any Remediation Amount is not taken into account as an adjustment to the Purchase Price pursuant to Section 3.63.4 or Section 3.5, then within ten (10) Days days after the Environmental Arbitrator delivers written notice to Buyer and Seller of his award with respect to a Remediation Amount, and subject to Section 12.1, (i) Buyer shall pay to Seller the amount, if any, so awarded by the Environmental Arbitrator to Seller Seller, if any, and (ii) Seller shall pay to Buyer the amount, if any, so awarded by the Environmental Arbitrator to Buyer. Subject to the parties’ rights pursuant to Section 13.1, nothing herein shall operate to cause the Closing to be delayed on account of any arbitration hereunder and to the extent any adjustments are not agreed upon by Seller and Buyer as of the Closing, the Purchase Price shall not be adjusted therefor as of the Closing and subsequent adjustments thereto, if any, will be made pursuant to Section 3.5 or this Section 11.1.

Environmental Dispute Resolution. Seller SM and Buyer Xxxxxx shall attempt to agree on all Environmental Defects and Remediation Amounts prior to Closing. If Seller SM and Buyer Buyers are unable to agree on any such matter by Closing, the any Environmental Defects and/or or Remediation Amounts in dispute shall Dispute will be exclusively and finally resolved by arbitration pursuant to this Section 12. 17.1(e). There shall will be a single arbitrator, who shall must be an environmental attorney with at least ten (10) years years’ experience in environmental matters involving oil and gas producing properties in the Outer Continental Shelf, Gulf of Mexicoregional area in which the applicable Environmental Defect Properties are located, as selected by mutual agreement of Buyer Buyers and Seller SM within fifteen (15) Days days after any Party invokes the Closing Dateprovisions of this Section 7.1(e) to resolve such Dispute, and absent such agreement, by the Houston office of the American Arbitration Association AAA (the “Environmental Arbitrator”). The Environmental Arbitrator shall not have worked as an employee or performed more than $25,000 of Work as outside counsel for any Party or its Affiliates during the five (5) year period preceding the arbitration or have any financial interest in the dispute. The arbitration proceeding shall will be held in Houston, Texas and shall be conducted in accordance with the Commercial Arbitration AAA Rules of the American Arbitration Association, to the extent such rules do not conflict with the terms of this ArticleSection 7.1(e). The Environmental Arbitrator’s determination shall must be made within twenty (20) Days days after submission of the matters in dispute Dispute and shall be final and binding upon both partiesParties, without right of appeal. In making his its determination, the Environmental Arbitrator shall be bound by the rules set forth in this Section 12.1 7.1 and, subject to the foregoing, may consider such other matters as in the opinion of the Environmental Arbitrator are necessary or helpful to make a proper determination. The Environmental Arbitrator, however, may not award the Buyer Buyers a greater Remediation Amount than the Remediation Amount claimed by Buyer Buyers in its the applicable Environmental Defect Notice, nor may the Environmental Arbitrator award Buyers a lesser Remediation Amount than the Remediation Amount proposed by SM. The Environmental Arbitrator shall will act as an expert for the limited purpose of determining the specific disputed Environmental Defects and/or Remediation Amounts submitted by either party Party and may not award damages, interest or penalties to either party Party with respect to any matter. Seller SM and Buyer Buyers shall each bear its their own legal fees and other costs of presenting its case. Each of Seller and Buyer SM shall bear one-half half, and Buyers shall bear one-half, of the costs and expenses of the Environmental Arbitrator. Any judgment of the award of the Environmental Arbitrator may be entered and enforced by any court of competent jurisdiction. To the extent that the award of the Environmental Arbitrator with respect to any Remediation Amount is not taken into account as an adjustment to the Purchase Price at Closing pursuant to Section 3.62.3 and Buyers would otherwise be entitled to an adjustment under the provisions of Section 7.1(b), then then, within ten (10) Days days after the Environmental Arbitrator delivers written notice to Buyer Buyers and Seller SM of his such award with respect to a Remediation Amount, and subject to Section 12.17.1(d), (i) Buyer any Party required to make a payment to effect such award shall pay to Seller the amount, if any, so awarded by the Environmental Arbitrator to Seller and (ii) Seller shall pay to Buyer the amount, if any, so awarded by the Environmental Arbitrator to Buyermake such payment.

Environmental Dispute Resolution. Seller and Buyer Xxxxx shall attempt to agree on all Environmental Defects and Remediation Amounts prior to Closing. If Seller and Buyer Xxxxx are unable to agree by Closing, the Environmental Defects and/or Remediation Amounts in dispute shall be exclusively and finally resolved by arbitration pursuant to this Section 12. 112.1(e). There shall be a single arbitrator, who shall be an environmental attorney with at least ten (10) 10 years experience in environmental matters involving oil and gas producing properties in the Outer Continental Shelf, Gulf of Mexicoregional area in which the affected Conveyed Interests are located, as selected by mutual agreement of Buyer and Seller within fifteen (15) Days 15 days after the Closing Date, and absent such agreement, by the Houston Dallas office of the American Arbitration Association (the “Environmental Arbitrator”). The arbitration proceeding shall be held in HoustonDallas, Texas and shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, to the extent such rules do not conflict with the terms of this ArticleSection. The Environmental Arbitrator shall not have worked as an employee or outside counsel for any Party or its Affiliates during the five (5) year period preceding the arbitration or have any financial interest in the dispute. The Environmental Arbitrator’s determination shall be made within twenty (20) Days 20 days after submission of the matters in dispute and shall be final and binding upon both partiesParties, without right of appeal. In making his determination, the Environmental Arbitrator shall be bound by the rules set forth in this Section 12.1 and, subject to the foregoing, may consider such other matters as in the opinion of the Environmental Arbitrator are necessary or helpful to make a proper determination. The Environmental Arbitrator, however, may not award the Buyer a greater Remediation Amount than the Remediation Amount claimed by Buyer in its applicable Environmental Defect Notice nor a lower Remediation Amount than the Remediation Amount proposed by Seller in its response to such Environmental Defect Notice. The Environmental Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Environmental Defects and/or Remediation Amounts submitted by either party Party and may not award damages, interest or penalties to either party Party with respect to any matter. Seller and Buyer shall each bear its own legal fees and other costs of presenting its case. Each of Seller and Buyer shall bear one-half of the costs and expenses of the Environmental Arbitrator. To the extent that the award of the Environmental Arbitrator with respect to any Remediation Amount is not taken into account as an adjustment to the Purchase Price Closing Cash Consideration pursuant to Section 3.63.5 or Section 3.6 and the applicable Party would otherwise be entitled to an adjustment under the provisions of this Section 12.1, then within ten (10) Days 10 days after the Environmental Arbitrator delivers written notice to Buyer and Seller of his award with respect to a Remediation Amount, and subject to this Section 12.1, (i) Buyer shall pay to Seller the amount, if any, so awarded by the Environmental Arbitrator to Seller and (ii) Seller shall pay to Buyer the amount, if any, so awarded by the Environmental Arbitrator to Buyer. Nothing herein shall operate to cause the Closing to be delayed on account of any arbitration hereunder and to the extent any adjustments are not agreed upon by the Parties as of the Closing, the Closing Cash Consideration shall not be adjusted therefor as of the Closing and subsequent adjustments thereto, if any, will be made pursuant to Section 3.6, Section 3.7 or this Section 12.1.

Environmental Dispute Resolution. Seller and Buyer Xxxxx shall attempt to agree on all Environmental Defects and Remediation Amounts prior to Closing. If Seller and Buyer Xxxxx are unable to agree by Closing, the Environmental Defects and/or Remediation Amounts in dispute shall be exclusively and finally resolved by arbitration pursuant to this Section 12. 112.1(e). There shall be a single arbitrator, who shall be an environmental attorney with at least ten (10) 10 years experience in environmental matters involving oil and gas producing properties in the Outer Continental Shelf, Gulf of Mexicoregional area in which the affected Assets are located, as selected by mutual agreement of Buyer and Seller within fifteen (15) Days 15 days after the Closing Date, and absent such agreement, by the Houston office of the American Arbitration Association Date (the “Environmental Arbitrator”). In the event the Parties are unable to mutually agree upon the Environmental Arbitrator within such time period, then each Party will nominate a candidate to be the Environmental Arbitrator, and such candidates so nominated by the Parties shall together determine the Environmental Arbitrator. The arbitration proceeding shall be held in Houston, Texas and shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, to the extent such rules do not conflict with the terms of this ArticleTexas. The Environmental Arbitrator’s determination shall be made within twenty (20) Days 20 days after submission of the matters in dispute and shall be final and binding upon both partiesParties, without right of appeal. In making his determination, the Environmental Arbitrator shall be bound by the rules set forth in this Section 12.1 and, subject to the foregoing, may consider such other matters as in the opinion of the Environmental Arbitrator are necessary or helpful to make a proper determination. The Environmental Arbitrator, however, may not award the Buyer a its share of any greater Remediation Amount than the Remediation Amount claimed by Buyer in its applicable Environmental Defect Notice. The Environmental Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Environmental Defects and/or Remediation Amounts submitted by either party Party and may not award damages, interest or penalties to either party Party with respect to any matter. Seller and Buyer shall each bear its own legal fees and other costs of presenting its case. Each of Seller and Buyer shall bear one-half of the costs and expenses of the Environmental Arbitrator. To the extent that the award of the Environmental Arbitrator with respect to any Remediation Amount is not taken into account as an adjustment to the Purchase Price pursuant to Section 3.63.4 or Section 3.5, then within ten (10) Days 10 days after the Environmental Arbitrator delivers written notice to Buyer Xxxxx and Seller of his award with respect to a Remediation Amount, and subject to Section 12.112.1(d), (i) Buyer shall pay to Seller the amount, if any, so awarded by the Environmental Arbitrator to Seller and (ii) Seller shall pay to Buyer the amount, if any, so awarded by the Environmental Arbitrator to Buyer. Nothing herein shall operate to cause the Closing to be delayed on account of any arbitration hereunder and to the extent any adjustments are not agreed upon by the Parties as of the Closing, the Purchase Price shall not be adjusted therefor as of the Closing and subsequent adjustments thereto, if any, will be made pursuant to Section 3.6 or this Section 12.1.

Environmental Dispute Resolution. Seller and Buyer shall attempt to agree in writing on all Environmental Defects and Remediation Amounts (“Disputed Environmental Matters”) prior to ClosingClosing (or, if Seller elects to attempt to cure pursuant to Section 12.01(b), then prior to the end of the Cure Period). If Seller and Buyer are unable to agree by Closing (or by the end of the Cure Period if Seller elects to attempt to cure an Environmental Defect after Closing), the Environmental Defects and/or or Remediation Amounts in dispute shall will be exclusively and finally resolved by arbitration pursuant to this Section 12. 112.01(f). There shall will be a single arbitrator, who shall will be an environmental attorney with at least ten fifteen (1015) years years’ experience in environmental matters involving oil and gas producing properties in the Outer Continental Shelf, Gulf of Mexicoregional area in which the affected Assets are located, as selected by mutual written agreement of Buyer and Seller within fifteen (15) Days days after the Closing DateDate or the end of the Cure Period, as applicable, and absent such agreement, by the Houston Dallas, Texas office of the American Arbitration Association AAA (or, if there is no such office, the office of the AAA serving Dallas, Texas) (the “Environmental Arbitrator”). Each of Buyer and Seller shall submit to the Environmental Arbitrator its proposed resolution of each Disputed Environmental Matter in writing. The proposed resolution must include the best offer of the submitting Party in a single monetary amount that such Party is willing to pay or accept (as applicable) to settle or otherwise resolve each Disputed Environmental Matter. The arbitration proceeding shall will be held in HoustonDallas, Texas and shall will be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration AssociationAAA, to the extent such rules do not conflict with the terms of this ArticleSection 12.01. The Environmental Arbitrator’s determination shall be made within twenty thirty (2030) Days days after submission of the matters in dispute and shall be final and binding upon both partiesthe Parties, without right of appeal. In making his its determination, the Environmental Arbitrator shall be bound by the rules set forth in this Section 12.1 12.01 and, subject to the foregoing, may consider such other matters as in the opinion of the Environmental Arbitrator are necessary or helpful to make a proper determination. The Environmental Arbitrator; provided, however, that the Environmental Arbitrator will be limited to awarding only one or the other of the two proposed settlement amounts, and; provided, further that the Environmental Arbitrator may not award the Buyer a any greater Remediation Amount than the Alleged Remediation Amount claimed by Buyer in its applicable Environmental Defect Notice. The Environmental Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Disputed Environmental Defects and/or Remediation Amounts Matters submitted by either party Party and may not award damages, interest or penalties to either party Party with respect to any matter. Seller and Buyer shall each bear its own legal fees and other The costs of presenting its case. Each of Seller and Buyer shall bear one-half of the costs and expenses of the Environmental ArbitratorArbitrator will be borne equally between the Parties. To the extent that the award of the Environmental Arbitrator with respect to any Remediation Amount is not taken into account as an adjustment to the Base Purchase Price pursuant to Section 3.63.03 or Section 3.04, then within ten (10) Days days after the Environmental Arbitrator delivers written notice to Buyer and Seller of his or her award with respect to a Remediation Amountany Disputed Environmental Matter, and subject to Section 12.112.01(e), the Buyer shall, after giving effect to the limitations provided in this Section 12.01 (i) Buyer shall without duplication), pay by wire transfer in immediately available funds to Seller an amount equal to the amountsum of the Actual Remediation Amounts associated with any Disputed Environmental Matter determined in favor of Seller pursuant to this Section 12.01. Nothing in this Agreement will operate to cause Closing to be delayed on account of any unresolved Disputed Environmental Matters or any arbitration conducted pursuant to this Section 12.01(f), and to the extent any adjustments are not agreed upon by the Parties in writing as of Closing, the Base Purchase Price will not be adjusted for such Disputed Environmental Matters at Closing, and subsequent adjustments to the Base Purchase Price, if any, so awarded by the Environmental Arbitrator will be made pursuant to Seller Section 3.04 and (ii) Seller shall pay to Buyer the amount, if any, so awarded by the Environmental Arbitrator to Buyerthis Section 12.01(f).

Environmental Dispute Resolution. Seller and Buyer shall attempt to agree on all Environmental Defects and Remediation Amounts prior to Closing. If Seller and Buyer are unable to agree by Closingthe end of the Environmental Cure Period, the Environmental Defects and/or Remediation Amounts in dispute shall be exclusively and finally resolved by arbitration pursuant to this Section 12. 112.1(f). There shall be a single arbitrator, who shall be an environmental attorney with at least ten (10) 10 years of experience in environmental matters involving oil and gas producing properties in the Outer Continental Shelf, Gulf of Mexicoregional area in which the affected RTP Assets are located, as selected by mutual agreement of Buyer and Seller within fifteen (15) Days 15 days after the Closing Date, and absent such agreement, by the Houston office end of the American Arbitration Association Environmental Cure Period (the “Environmental Arbitrator”). In the event the Parties are unable to mutually agree upon the Environmental Arbitrator within such time period, then each Party will nominate a candidate to be the Environmental Arbitrator, and such candidates so nominated by the Parties shall together determine the Environmental Arbitrator. The arbitration proceeding shall be held in HoustonFort Worth, Texas and shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, to the extent such rules do not conflict with the terms of this ArticleTexas. The Environmental Arbitrator’s Arbitrator shall use reasonable efforts to make the determination shall be made within twenty (20) Days 20 days after submission of the matters in dispute and such determination shall be final and binding upon both partiesParties, without right of appeal. In making his determination, the Environmental Arbitrator shall be bound by the rules set forth in this Section 12.1 and, subject to the foregoing, may consider such other matters as in the opinion of the Environmental Arbitrator are necessary or helpful to make a proper determination. The Environmental Arbitrator, however, may not award the Buyer a its share of any greater Remediation Amount than the Remediation Amount claimed by Buyer in its applicable Environmental Defect Notice. The Environmental Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Environmental Defects and/or Remediation Amounts submitted by either party Party and may not award damages, interest or penalties to either party Party with respect to any matter. Seller and Buyer shall each bear its own legal fees and other costs of presenting its case. Each of Seller and Buyer shall bear one-half of the costs and expenses of the Environmental Arbitrator. To the extent that the award of the Environmental Arbitrator with respect to any Remediation Amount is not taken into account as an adjustment to the Purchase Price Cash Amount pursuant to Section 3.63.3 or Section 3.4, then within ten (10) Days 10 days after the Environmental Arbitrator delivers written notice to Buyer and Seller of his award with respect to a Remediation Amount, and subject to Section 12.112.1(e), (i) Buyer shall pay to Seller the amount, if any, so awarded by the Environmental Arbitrator to Seller and (ii) Seller shall pay to Buyer the amount, if any, so awarded by the Environmental Arbitrator to Buyer. Nothing herein shall operate to cause the Closing to be delayed on account of any arbitration hereunder and to the extent any adjustments are not agreed upon by the Parties as of the Closing, the Cash Amount shall not be adjusted therefor as of the Closing and subsequent adjustments thereto, if any, will be made pursuant to Section 3.5 or this Section 12.1.

Environmental Dispute Resolution. Seller and Buyer shall attempt to agree on all Environmental Defects and Remediation Environmental Defect Amounts prior to Closing. If Seller and Buyer are unable to agree by Closing, the Environmental Defects and/or Remediation and Environmental Defect Amounts in dispute shall be exclusively and finally resolved by arbitration pursuant to this Section 12. 13.21. There shall be a single arbitrator, who shall be an environmental attorney consultant with at least ten (10) years experience in environmental matters involving oil and gas producing properties in the Outer Continental Shelf, Gulf of Mexicoexperience, as selected by mutual agreement of Buyer and Seller within fifteen (15) 15 Days after the Closing Dateend of the Cure Period, and absent such agreement, by the Houston office of the American Arbitration Association CPR (the “Environmental Arbitrator”). The arbitration proceeding shall be held in Houston, Texas and shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration AssociationTexas, to the extent such rules do not conflict with the terms of this ArticleSection 3.21. The Environmental Arbitrator’s determination shall be made within twenty (20) as soon as possible, but in no event later than 15 Days after submission of the matters in dispute and shall be final binding on and binding upon both parties, without right of appealnon appealable by the Parties. In making his his/her determination, the Environmental Arbitrator shall be bound by the rules set forth in provisions of this Section 12.1 Agreement and, subject to the foregoing, may consider such other matters as in the opinion of the Environmental Arbitrator are necessary or helpful to make a proper determination. The Environmental Arbitrator, however, may not award the Buyer a greater Remediation Environmental Defect Amount than the Remediation Environmental Defect Amount claimed by Buyer in its applicable Environmental Defect Notice. The Environmental Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Environmental Defects and/or Remediation and Environmental Defect Amounts submitted by either party Party and may not award damages, interest or penalties to either party Party with respect to any matter. Seller and Buyer shall each bear its own legal fees and other costs of presenting its case. Each of Seller and Buyer shall bear one-half of the costs The fees and expenses of associated with the Environmental ArbitratorArbitrator shall be borne equally by the Parties. To the extent that the award of the Environmental Arbitrator with respect to any Remediation Environmental Defect Amount is not taken into account as an adjustment to the Base Purchase Price pursuant to Section 3.62.4, then within ten (10) Days after the Environmental Arbitrator delivers written notice to Buyer and Seller of his the award with respect to a Remediation an Environmental Defect Amount, and subject to Section 12.1, (ia) Buyer shall pay to Seller the amount, if any, so awarded by the Environmental Arbitrator to Seller and (iib) Seller shall pay to Buyer the amount, if any, so awarded by the Environmental Arbitrator to Buyer, and the Party obligated to make a payment pursuant to clause (a) or (b) preceding shall include as a part of such payment interest on the amount due at the Prime Rate from (and including) the Closing Date to (and excluding) the date of payment.

Environmental Dispute Resolution. Seller and Buyer shall attempt to agree on all Environmental Defects and Remediation Amounts prior to Closing. If Seller and Buyer are unable to agree by Closingso agree, the Environmental Defects and/or Remediation Amounts then in dispute shall be exclusively and finally resolved by arbitration pursuant to this Section 12Article 13. 1. There shall be a single arbitrator, who shall be an environmental attorney with at least ten (10) years experience in environmental matters involving oil and gas producing properties in the Outer Continental Shelf, Gulf of Mexicoregional area in which the affected Assets are located, as selected by mutual agreement of Buyer and Seller within fifteen (15) Days days after the Closing Date, and absent such agreement, by the Houston office of the American Arbitration Association (the “"Environmental Arbitrator”"). The arbitration proceeding shall be held in Houston, Texas and shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, to the extent such rules do not conflict with the terms of this Article. The Environmental Arbitrator’s 's determination shall be made within twenty (20) Days days after submission of the matters in dispute and shall be final and binding upon both parties, without right of appeal. In making his determination, the Environmental Arbitrator shall be bound by the rules set forth in this Section 12.1 Article 13.1 and, subject to the foregoing, may consider such other matters as in the opinion of the Environmental Arbitrator are necessary or helpful to make a proper determination. The Environmental Arbitrator, however, may not award the Buyer a greater Remediation Amount than the Remediation Amount claimed by Buyer in its applicable Environmental Defect Notice. The Environmental Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Environmental Defects and/or Remediation Amounts submitted by either party and may not award damages, interest or penalties to either party with respect to any matter. Seller and Buyer shall each bear its own legal fees and other costs of presenting its case. Each of Seller and Buyer shall bear one-half of the costs and expenses of the Environmental Arbitrator. To the extent that the award of the Environmental Arbitrator with respect to any Remediation Amount is not taken into account as an adjustment to the Purchase Price pursuant to Section Article 3.6, then within ten (10) Days days after the Environmental Arbitrator delivers written notice to Buyer and Seller of his award with respect to a Remediation Amount, and subject to Section 12.1Article 13.1, (iincluding Seller's rights under Article 13.1(b)(b)(iii),(i) Buyer shall pay to Seller the amount, if any, so awarded by the Environmental Arbitrator to Seller and (ii) Seller shall pay to Buyer the amount, if any, so awarded by the Environmental Arbitrator to Buyer.

Environmental Dispute Resolution. Seller Prior to the Closing, Representative and Buyer Atlas shall attempt to agree on all Environmental Defects Conditions and Remediation Amounts prior to ClosingAmounts. If Seller Representative and Buyer Atlas are unable to agree by Closingthe Closing Date, the Environmental Defects Conditions and/or Remediation Amounts in dispute shall be exclusively and finally resolved by arbitration pursuant to this Section 12. 19.1(g). There shall be a single arbitrator, who shall be an environmental attorney or environmental expert with at least ten (10) years years’ experience in environmental matters involving oil and gas producing properties in the Outer Continental Shelf, Gulf of MexicoTexas, as selected by mutual agreement of Buyer Atlas and Seller Representative within fifteen one hundred and twenty (15120) Days days after the Closing Date, and absent such agreementagreement within such time period, then each party will nominate a candidate to select the Environmental Arbitrator, and such candidates so nominated by Atlas and Representative shall together determine the Environmental Arbitrator within fifteen (15) days after the last candidate is nominated and absent such determination within such time period, the Environmental Arbitrator shall be selected by the Houston Dallas, Texas office of the American Arbitration Association (the “Environmental Arbitrator”). The arbitration proceeding shall be held in HoustonDallas, Texas and shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, to the extent such rules do not conflict with the terms of this ArticleArticle 9. The Environmental Arbitrator’s determination of the Environmental Condition or the Remediation Amount with respect to an Environmental Condition shall be made within twenty (20) Days days after submission of the matters in dispute and shall be final and binding upon both parties, without right of appeal. In making his determination, the Environmental Arbitrator shall be bound by the rules set forth in this Section 12.1 9.1 and, subject to the foregoing, may consider such other matters as in the opinion of the Environmental Arbitrator are necessary or helpful to make a proper determination. The Notwithstanding anything herein to the contrary, the Environmental Arbitrator, however, may not award ’s awards are subject to the Buyer a greater Remediation Amount than the Remediation Amount claimed by Buyer limitations on liability set forth in its applicable Environmental Defect NoticeSection 9.1(f). The Environmental Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Environmental Defects Conditions and/or Remediation Amounts submitted by either party and may not award damages, interest or penalties to either party with respect to any matter. Seller Atlas and Buyer Representative shall each bear its own legal fees and other costs of presenting its case. Each of Seller Atlas and Buyer Representative shall bear one-half of the costs and expenses of the Environmental Arbitrator. To the extent that the award of the Environmental Arbitrator with respect to any Remediation Amount is not taken into account as an adjustment to the Purchase Price pursuant to Section 3.6, then within ten (10) Days after the Environmental Arbitrator delivers written notice to Buyer and Seller of his award with respect to a Remediation Amount, and subject to Section 12.1, (i) Buyer shall pay to Seller the amount, if any, so awarded by the Environmental Arbitrator to Seller and (ii) Seller shall pay to Buyer the amount, if any, so awarded by the Environmental Arbitrator to Buyer.

Environmental Dispute Resolution. Seller and Buyer shall attempt to agree on all Environmental Defects and Remediation Amounts prior to Closing. If Seller and Buyer are unable to agree by Closing, the Environmental Defects and/or Remediation Amounts in dispute shall be exclusively and finally resolved by arbitration pursuant to this Section 12. 13.7. For the avoidance of doubt, an unresolved dispute with respect to one or more Environmental Defects and Remediation Amounts shall not delay Closing and the Parties shall close on the applicable Assets with no adjustment to the Purchase Price, subject to the rights of the Parties pursuant to this Section 3.7(e). There shall be a single arbitrator, who shall be an environmental attorney with at least ten (10) years experience in environmental matters involving oil and gas producing properties in the Outer Continental Shelf, Gulf of Mexicoregional area in which the affected Assets are located, as selected by mutual agreement of Buyer and Seller within fifteen (15) Days after the Closing Date, and absent such agreement, by the Houston office of the American Arbitration Association (the “Environmental Arbitrator”). The arbitration proceeding shall be held in Houston, Texas and shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, to the extent such rules do not conflict with the terms of this Article. The Environmental Arbitrator’s determination shall be made within twenty (20) Days after submission of the matters in dispute and shall be final and binding upon both parties, without right of appeal. In making his determination, the Environmental Arbitrator shall be bound by the rules set forth in this Section 12.1 3.7 and, subject to the foregoing, may consider such other matters as in the opinion of the Environmental Arbitrator are necessary or helpful to make a proper determination. The Environmental Arbitrator, however, may not award the Buyer a greater Remediation Amount than the Remediation Amount claimed by Buyer in its applicable Environmental Defect Notice. The Environmental Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Environmental Defects and/or Remediation Amounts submitted by either party Party and may not award damages, interest or penalties to either party Party with respect to any matter. Seller and Buyer shall each bear its own legal fees and other costs of presenting its case. Each of Seller and Buyer shall bear one-half of the costs and expenses of the Environmental Arbitrator. To Subject to the following sentence, to the extent that the award of the Environmental Arbitrator with respect to any Remediation Amount is not taken into account as an adjustment to the Purchase Price pursuant to Section 3.62.3 or Section 2.4, then within ten (10) Days after the Environmental Arbitrator delivers written notice to Buyer and Seller of his award with respect to a Remediation Amount, and subject to this Section 12.13.7, (i) Buyer shall pay to Seller the amount, if any, so awarded by the Environmental Arbitrator to Seller and (ii) Seller shall pay to Buyer the amount, if any, so awarded by the Environmental Arbitrator to Buyer. Following the determination by the Environmental Arbitrator of the Remediation Amount with respect to an Asset, Seller may elect to retain the Asset in which case (A) there shall be no award to either Party with respect to the Remediation Amount, (B) Seller shall refund to Buyer the Allocated Value attributable to such Asset and (C) Buyer shall convey the Asset to Seller free and clear of all encumbrances or other defects in title created by, through or under Buyer.

Environmental Dispute Resolution. Seller and Buyer The Parties shall attempt to agree on all Environmental Defects and Remediation Amounts prior to Closing. If Seller and Buyer are unable to agree by Closing, resolve Disputes concerning the Environmental Defects and/or Remediation Amounts in dispute shall be exclusively and finally resolved by arbitration following matters pursuant to this Section 12. 1. There shall be a single arbitrator5.5: (a) the existence and scope of an Environmental Defect or the Remediation Costs, who shall be an environmental attorney with at least ten (10b) years experience in environmental matters involving oil and gas producing properties in the Outer Continental Shelf, Gulf Remediation Costs of Mexico, as selected by mutual agreement of Buyer and Seller within fifteen (15) Days after the Closing Date, and absent such agreement, by the Houston office that portion of the American Arbitration Association Transferor Asset affected by an Environmental Defect and (c) the adequacy of Transferor’s cure of an Environmental Defect and Transferee’s reasonable satisfaction thereof (the “Environmental ArbitratorDisputed Matters”). The arbitration proceeding Parties agree to attempt to initially resolve all Disputes through good faith negotiations. If the Parties cannot resolve the Environmental Disputed Matters on or before Closing, then the Purchase Price shall be held in Houstonreduced by the Allocated Value of such Environmental Defect Property (such amount, Texas and the “Environmental Escrow Amount”), such Environmental Defect Property shall not be conducted in accordance with conveyed at Closing, and, at Closing, Transferee shall pay such Environmental Escrow Amount to the Commercial Arbitration Rules Escrow Agent as part of the American Arbitration Association, to the extent such rules do not conflict with the terms of this ArticleEscrow Amount. The Environmental Arbitrator’s determination Disputed Matters will be finally determined by binding arbitration before an independent arbitrator appointed by the Parties, provided that the independent arbitrator shall be made qualified by education, knowledge of, and experience with environmental defects affecting the types of properties which are subject to or relate to the disputed Environmental Defect or Environmental Disputed Matters. The arbitrator shall employ such independent attorneys and/or other consultants as the arbitrator deems necessary, with the costs of such employment to be shared equally by the Transferor and Transferee. On or before thirty (30) days after Closing, Transferor and Transferee shall present their respective positions in writing to the arbitrator, together with such evidence as each Party deems appropriate. The arbitrator shall be instructed to resolve the Dispute through a final decision within twenty (20) Days days after submission of the matters in dispute dispute, and shall the final decision may be final and binding upon both parties, without right of appeal. In making his determination, the Environmental Arbitrator shall be bound by the rules set forth in this Section 12.1 and, subject to the foregoing, may consider such other matters as reflected in the opinion Final Settlement Statement. Upon final resolution of the any Environmental Arbitrator are necessary or helpful to make a proper determination. The Environmental Arbitrator, however, may not award the Buyer a greater Remediation Amount than the Remediation Amount claimed by Buyer in its applicable Environmental Defect Notice. The Environmental Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Environmental Defects and/or Remediation Amounts submitted by either party and may not award damages, interest or penalties to either party Disputed Matters with respect to any matter. Seller Environmental Defects that are subject to such Environmental Disputed Matters, the Parties shall make the election of remedies under Section 5.3 and Buyer shall each bear its own legal fees take such further actions as are necessary to carry out such election including executing the Liberty Assignment or Emerald Assignment, as applicable, and other costs of presenting its case. Each of Seller and Buyer shall bear one-half of delivering joint written instructions to the costs and expenses Escrow Agent directing the distribution of the Environmental ArbitratorEscrow Amount. To the extent that the award All of Transferor’s covenants under Article 8 will apply to the Environmental Arbitrator with respect to any Remediation Amount is not Defect Property until such time as the Parties have taken into account such actions as an adjustment to are required based on the Purchase Price pursuant to Section 3.6, then within ten (10) Days after the Environmental Arbitrator delivers written notice to Buyer and Seller of his award with respect to a Remediation Amount, and subject to Section 12.1, (i) Buyer shall pay to Seller the amount, if any, so awarded by the Environmental Arbitrator to Seller and (ii) Seller shall pay to Buyer the amount, if any, so awarded by the Environmental Arbitrator to Buyerarbitrator’s decision.

Environmental Dispute Resolution. Seller and Buyer shall attempt to agree on all Environmental Defects Defects, Environmental Defect Amounts and Remediation Amounts the effect of any remediation efforts by Seller prior to Closing. If Seller and Buyer are unable to agree by Closing, the Environmental Defects and/or Remediation and Environmental Defect Amounts in dispute shall be exclusively and finally resolved by arbitration pursuant to this Section 12. 13.19 and either Party shall have the right, upon the delivery of written notice to the other Party, to dispute such matter and to invoke the dispute resolution provisions below in this Section 3.19 in order to resolve any such dispute. Any such notice of dispute must be delivered on or before the tenth (10th) Business Day after Closing. There shall be a single arbitrator, who shall be an environmental attorney consultant (“Environmental Arbitrator”) with at least ten (10) years experience in environmental matters involving oil and gas producing properties in the Outer Continental Shelf, Gulf of Mexicorelevant experience, as selected by mutual agreement of Buyer and Seller within fifteen (15) Days after the Closing Dateapplicable Party’s receipt of a dispute notice, and absent such agreement, by the Houston office of the American Arbitration Association (the “Environmental Arbitrator”)CPR. The arbitration proceeding shall be held in Houston, Texas and shall be conducted in accordance with pursuant to the Commercial Arbitration Rules rules of the American Arbitration Association, CPR to the extent such rules do not conflict with the terms of this ArticleSection 3.19. The Environmental Arbitrator’s determination shall be made within twenty (20) Days after submission of the matters in dispute (the Parties agreeing to submit to the Environmental Arbitrator a brief of its position and all supporting documents in such Party’s possession within ten (10) Business Days following selection of the Environmental Arbitrator) and shall be final binding on and binding upon both parties, without right of appealnon-appealable by the Parties. In making his his/her determination, the Environmental Arbitrator shall be bound by the rules set forth in this Section 12.1 Sections 3.17 through 3.18 and, subject to the foregoing, may consider such other matters as in the opinion of the Environmental Arbitrator are necessary or helpful to make a proper determination. The Environmental Arbitrator, however, may not award the Buyer a greater Remediation Environmental Defect Amount than the Remediation Environmental Defect Amount claimed by Buyer in its applicable Environmental Defect Notice. The Environmental Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Environmental Defects and/or Remediation Defects, Environmental Defect Amounts submitted and remediation efforts by either party Seller that are set forth in the notice of dispute delivered pursuant to this Section 3.19 and may not award damages, interest or penalties to either party Party with respect to any matter. Seller and Buyer shall each bear its own legal fees and other costs of presenting its case. Each of Seller and Buyer shall bear one-half of the costs and expenses of case to the Environmental Arbitrator. To the extent that the award of Each Party shall cover its corresponding fees and expenses associated with the Environmental Arbitrator with respect to any Remediation Amount is not taken into account as an adjustment to the Purchase Price pursuant to Section 3.6, then within Arbitrator. Within ten (10) Days after the Environmental Arbitrator delivers written notice to Buyer and Seller of his or her award with respect to a Remediation any Environmental Defect Amount, and subject the Parties shall direct the Escrow Agent to Section 12.1, (i) Buyer shall pay to Seller release the amount, if any, amounts so awarded by the Environmental Arbitrator to Seller and (ii) Seller the applicable Party. Nothing herein shall pay operate to Buyer cause Closing to be delayed on account of any arbitration conducted pursuant to this Section 3.19, and, to the amount, if any, so awarded extent any adjustments are not agreed upon by the Environmental Arbitrator Parties as of Closing, the disputed amounts shall be deducted from the amounts otherwise paid by Buyer at Closing and at Closing, Buyer shall deposit such amounts into the escrow account with the Escrow Agent pursuant to Buyerthe Escrow Agreement pending final resolution under this Section 3.19.

Environmental Dispute Resolution. (a) Seller and Buyer shall attempt to agree on all Environmental Defects and Remediation Environmental Defect Amounts prior to Closingthe Cure Deadline. If Seller and Buyer are unable to agree by Closingthe Cure Deadline, the Environmental Defects and/or Remediation and Environmental Defect Amounts in dispute shall be exclusively and finally resolved by arbitration pursuant to this Section 12. 13.14 and either Party shall have the right, upon the delivery of written notice to the other Party, to dispute such matter and to invoke the dispute resolution provisions below in this Section 3.14 in order to resolve any such dispute. Any such notice must be delivered on or before the 10th Business Day after the Cure Deadline. There shall be a single arbitrator, who shall be an environmental attorney consultant (the “Environmental Arbitrator”) with at least ten (10) 10 years experience in environmental matters involving oil and gas producing properties in the Outer Continental Shelf, Gulf of Mexicorelevant experience, as selected by mutual agreement of Buyer and Seller within fifteen (15) 15 Business Days after the Closing DateCure Deadline, and absent such agreement, by the Houston office of the American Arbitration Association (the “Environmental Arbitrator”)CPR. The arbitration proceeding shall be held in Houston, Texas and shall be conducted in accordance with pursuant to the Commercial Arbitration Rules rules of the American Arbitration Association, CPR to the extent such rules do not conflict with the terms of this ArticleSection 3.14. The Environmental Arbitrator’s determination shall be made within twenty (20) 20 Business Days after submission of the matters in dispute and shall be final binding on and binding upon both parties, without right of appealnon-appealable by the Parties. In making his his/her determination, the Environmental Arbitrator shall be bound by the rules set forth in this Section 12.1 Sections 3.9 through 3.13 and, subject to the foregoing, may consider such other matters as in the opinion of the Environmental Arbitrator are necessary or helpful to make a proper determination, including, without limitation, any refusal of Seller to allow Buyer to conduct a Phase II Environmental Site Assessment with respect to the Environmental Defect or Environmental Defect Amount at issue. The Environmental Arbitrator, however, may not award the Buyer a greater Remediation Environmental Defect Amount than the Remediation Environmental Defect Amount claimed by Buyer in its applicable Environmental Defect Notice. The Environmental Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Environmental Defects and/or Remediation and Environmental Defect Amounts submitted by either party Party and may not award damages, interest or penalties to either party Party with respect to any matter. Seller and Buyer shall each bear its own legal The fees and other costs of presenting its case. Each of Seller and Buyer shall bear one-half of the costs and expenses of associated with the Environmental ArbitratorArbitrator shall be borne equally by the Parties. To the extent that the award of the Environmental Arbitrator with respect to any Remediation Environmental Defect Amount is not taken into account as an adjustment to the Purchase Price pursuant to Section 3.6on the Final Settlement Statement, then within ten (10) 10 Days after the Environmental Arbitrator delivers written notice to Buyer and Seller of his the award with respect to a Remediation an Environmental Defect Amount, and subject to Section 12.1, (ia) Buyer and Seller shall pay deliver joint instructions instructing the Escrow Agent to Seller promptly release from the Escrow Fund the amount, if any, so awarded by the Environmental Arbitrator to Seller and (iib) Buyer and Seller shall pay deliver joint instructions instructing the Escrow Agent to Buyer promptly release from the Escrow Fund the amount, if any, any so awarded by the Environmental Arbitrator to Buyer. In addition, the Parties will implement any other elections that may be applicable under Section 3.12.

Environmental Dispute Resolution. Seller Such Seller’s Representatives and Buyer shall attempt to agree on (i) all Environmental Defects and Remediation Amounts prior to Closing, and (ii) the efficacy of any attempted cure of an Environmental Defect promptly upon the expiration of the Cure Period. If Seller such Seller’s Representatives and Buyer are unable to agree by Closingso agree, the Environmental Defects and/or Defects, Remediation Amounts and/or cure in dispute shall be exclusively and finally resolved by arbitration pursuant to this Section 12. 114.1(f). There shall be a single arbitrator, who shall be an environmental attorney with at least ten (10) years 10 years’ experience in environmental matters involving oil and gas producing properties in the Outer Continental Shelf, Gulf of Mexicoregional area in which the affected Assets are located, as selected by mutual agreement of Buyer and Seller such Seller’s Representatives within fifteen (15) Days 15 days after the Closing Date, and absent such agreement, by the Houston office of the American Arbitration Association Date (the “Environmental Arbitrator”). The arbitration proceeding In the event the Parties are unable to mutually agree upon the Environmental Arbitrator within such time period, then such Seller’s Representatives on the one hand and Buyer on the other hand shall each nominate a candidate to be held the Environmental Arbitrator, and such candidates so nominated by the parties shall together determine the Environmental Arbitrator. Such Seller’s Representative and the Buyer shall each present to the Environmental Arbitrator, with a simultaneous copy to the other party, a single written statement of its position on the defect or benefit in Houstonquestion, Texas together with a copy of this Agreement and any supporting material that such party desires to furnish, not later than the 10th Business Day after appointment of the Environmental Arbitrator. In making the determination, the Environmental 77 HN\1533753.22 Arbitrator, unless the Environmental Arbitrator requests additional information from either party, shall make a determination of the matter submitted based solely on the single written submission of the such Seller’s Representatives and Buyer and shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, to the extent such rules do not conflict with bound by the terms of this ArticleAgreement. Provided, however, the Environmental Arbitrator may consider available legal and industry matters as in the Environmental Arbitrator’s opinion are necessary or appropriate to make a proper determination. The Environmental Arbitrator’s determination shall be made within twenty (20) Days 20 days after submission of the matters in dispute and shall be final and binding upon both partiesParties, without right of appeal. In making his determination, the Environmental Arbitrator shall be bound by the rules set forth in this Section 12.1 and, subject to the foregoing, may consider such other matters as in the opinion of the Environmental Arbitrator are necessary or helpful to make a proper determination. The Environmental Arbitrator, however, may not award the Buyer a any greater Remediation Amount than the Remediation Amount claimed by Buyer in its applicable Environmental Defect Notice. The Environmental Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Environmental Defects and/or Remediation Amounts submitted by either party and may not award damages, interest or penalties to either party with respect to any matter. Seller Sellers and Buyer shall each bear its own legal fees and other costs of presenting its case. Each of Seller The Seller’s Representatives, on the one hand, and Buyer Buyer, on the other hand, shall each bear one-half of the costs and expenses of the Environmental Arbitrator. To Nothing herein shall operate to cause the Closing to be delayed on account of any arbitration hereunder and to the extent that any adjustments are not agreed upon by the award Parties as of the Closing, then the applicable Environmental Arbitrator with respect Defect Property and all associated Assets shall be excluded from the Assets to any Remediation Amount is not taken into account as be conveyed to Buyer at Closing, in which event the Participating Purchase Price shall be reduced by an adjustment amount equal to the Purchase Price pursuant to Section 3.6, then within ten (10) Days Allocated Value of such excluded Environmental Defect Property and associated Assets. Within 10 days after the Environmental Arbitrator delivers written notice to Buyer and Seller Seller’s Representatives of his award with respect to a Remediation Amount, Amount (and subject to Section 12.114.1(c) and Section 14.1(e)), should the Remediation Amount of such Environmental Defect Property (iA) not exceed the Allocated Value threshold set forth in Section 14.1(c)(iii), then such Asset(s) so excluded under the terms of this Section 14.1(f) shall be assigned to Buyer by the applicable Sellers pursuant to an assignment in the form of the Assignment for the amount by which the Participating Purchase Price was reduced at Closing due to the exclusion of such Asset(s) (as such amount is appropriately adjusted in accordance to Section 3.3 with respect to such Asset(s) and in accordance with Section 14.1(c) as a result of the Environmental Arbitrator’s decision), or (B) meet or exceed the Allocated Value threshold set forth in Section 14.1(c)(iii), the Buyer shall pay have the option to Seller receive an assignment of such Assets in the amount, if any, so awarded by the Environmental Arbitrator manner described in subpart (A) above or choose to Seller and (ii) Seller shall pay exclude such Assets permanently pursuant to Buyer the amount, if any, so awarded by the Environmental Arbitrator to Buyerits rights under Section 14.1(c)(iii).

Environmental Dispute Resolution. Seller and Buyer shall attempt to agree on all Environmental Defects and Remediation Amounts prior to the Closing. If Seller and Buyer are unable to agree by the Closing, the Environmental Defects and/or Remediation Amounts such matters in dispute shall be exclusively and finally resolved by arbitration pursuant to this Section 12. 19.1(e) . There shall be a single arbitrator, who shall be an environmental attorney with at least ten (10) years experience in environmental matters involving oil and gas producing properties in the Outer Continental Shelf, Gulf of Mexicoregional area in which the affected Oil and Gas Assets are located, as selected by mutual agreement of Buyer and Seller within fifteen (15) Days days after the Closing Date, and absent such agreement, by the Houston Denver, Colorado office of the American Arbitration Association (the “"Environmental Arbitrator”"). The arbitration proceeding shall be held in HoustonDenver, Texas Colorado, and shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, to the extent such rules do not conflict with the terms of this Article. The Environmental Arbitrator’s 's determination shall be made within twenty (20) Days days after submission of the matters in dispute and shall be final and binding upon both parties, without right of appeal. In making his determination, the Environmental Arbitrator shall be bound by the rules set forth in this Section 12.1 9.1 and, subject to the foregoing, may consider such other matters as in the opinion of the Environmental Arbitrator are necessary or helpful to make a proper determination. The Environmental Arbitrator, however, may not award the Buyer a greater Remediation Amount than the Remediation Amount claimed by Buyer in its applicable Environmental Defect Notice. The Environmental Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Environmental Defects and/or Remediation Amounts submitted by either party and may not award damages, interest or penalties to either any party with respect to any matter. Seller Seller, on one hand, and Buyer Buyer, on the other hand, shall each bear its own legal fees and other costs of presenting its case. Each of Seller Seller, on one hand, and Buyer Buyer, on the other hand, shall bear one-half of the costs and expenses of the Environmental Arbitrator. If the Environmental Arbitrator does not make his determination regarding a disputed matter prior to the Closing, then the Purchase Price pursuant to Section 1.3 shall be reduced by the Remediation Amount claimed by Buyer for the disputed matter and the Remediation Amount claimed by Buyer shall be deposited by Buyer with the Escrow Agent at Closing to be held by the Escrow Agent under the terms of the Escrow Agreement and this Agreement. To the extent that the award of the Environmental Arbitrator with respect to any Remediation Amount is does not taken into account as an adjustment to the Purchase Price pursuant to Section 3.6occur before Closing, then within ten (10) Days days after the Environmental Arbitrator delivers written notice to Buyer and Seller of his award with respect to a Remediation Amount, Seller and subject Buyer shall deliver joint written instructions to Section 12.1, the Escrow Agent to (i) pay to Buyer shall the amount, if any, so awarded by the Environmental Arbitrator to Buyer (and any interest earned thereon) and (ii) to pay to Seller the amount, if any, so awarded by the Environmental Arbitrator to Seller (and (ii) Seller shall pay to Buyer the amount, if any, so awarded by the Environmental Arbitrator to Buyerany interest earned thereon).

Environmental Dispute Resolution. Seller The Parties agree to resolve disputes concerning the existence and Buyer shall attempt to agree on all scope of an Environmental Defects and Remediation Amounts prior to Closing. If Seller and Buyer are unable to agree by Closing, the Environmental Defects Defect and/or Remediation Amounts in dispute shall be exclusively and finally resolved by arbitration Amount (the “Environmental Disputed Matters”) pursuant to this Section 12. 19.4(d). There The Parties agree to attempt to initially resolve all disputes through good faith negotiations. If the Parties cannot resolve disputes regarding Environmental Disputed Matters on or before Closing and Seller elects the remedy in Section 9.4(c)(iii), the Closing shall proceed and the Allocated Value of all or that portion of the Purchased Asset alleged to be affected by the Environmental Defect (“Environmental Disputed Amount”) shall be a single arbitrator, who shall be an environmental attorney with at least ten (10) years experience placed in environmental matters involving oil and gas producing properties in the Outer Continental Shelf, Gulf of Mexico, as selected escrow pursuant to Section 11.2. If arbitration to resolve Environmental Disputed Matters pursuant to ARTICLE XVI is not initiated by mutual agreement of Buyer and Seller Purchaser within fifteen (15) Business Days after Closing, no downward adjustment shall be made for the Environmental Disputed Amounts in the Final Settlement Statement and Purchaser shall be deemed to have assumed responsibility for all costs and expenses attributable to the Remediation of the applicable Environmental Defect (net to the Purchased Assets) and all Liabilities (net to the Purchased Assets), including Environmental Liabilities, with respect thereto, and Purchaser’s obligations with respect to the foregoing shall be deemed to constitute part of the Assumed Obligations. Within five (5) Business Days after the Closing Date, and absent such agreement, by the Houston office of the American Arbitration Association (the “Environmental Arbitrator”). The arbitration proceeding shall be held in Houston, Texas and shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, ’s decision as to the extent such rules do not conflict with existence and scope of an Environmental Defect and/or Remediation Amount, Seller shall elect, at its sole option, the terms remedy in either subparagraph (i) or (ii) of Section 9.4(c) of this ArticleAgreement and notify Purchaser in writing of such election. The Environmental Arbitrator’s determination shall be made within twenty (20) Days after submission of the matters in dispute and shall be final and binding upon both parties, without right of appeal. In making his determination, the Environmental Arbitrator shall be bound by the rules set forth in this Section 12.1 and, subject to the foregoing, may consider such other matters as in the opinion Any post-Closing resolution of the Environmental Arbitrator are necessary or helpful to make a proper determination. The Environmental Arbitrator, however, may not award Disputed Matters shall be reflected in the Buyer a greater Remediation Amount than the Remediation Amount claimed by Buyer in its applicable Environmental Defect Notice. The Environmental Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Environmental Defects and/or Remediation Amounts submitted by either party and may not award damages, interest or penalties to either party with respect to any matter. Seller and Buyer shall each bear its own legal fees and other costs of presenting its case. Each of Seller and Buyer shall bear one-half of the costs and expenses of the Environmental Arbitrator. To the extent that the award of the Environmental Arbitrator with respect to any Remediation Amount is not taken into account as an adjustment to the Purchase Price pursuant to Section 3.6, then within ten (10) Days after the Environmental Arbitrator delivers written notice to Buyer and Seller of his award with respect to a Remediation Amount, and subject to Section 12.1, (i) Buyer shall pay to Seller the amount, if any, so awarded by the Environmental Arbitrator to Seller and (ii) Seller shall pay to Buyer the amount, if any, so awarded by the Environmental Arbitrator to BuyerFinal Settlement Statement.

Environmental Dispute Resolution. (i) Seller and Buyer Xxxxx shall attempt to agree on all Environmental Defects and Remediation Amounts no later than the three (3) Business Days prior to Closing. If Seller and Buyer are unable Xxxxx fail to agree in writing by Closingsuch time, the Environmental Defects and/or Remediation Amounts in dispute shall be exclusively and finally resolved by arbitration pursuant to this Section 12. 19.2(d). There shall be a single arbitrator, who shall be an environmental attorney with at least ten (10) years years’ experience in environmental matters involving oil and gas producing properties in the Outer Continental Shelf, Gulf of Mexicoregional area in which the affected Assets are located, as selected by mutual agreement of Buyer and Seller within fifteen (15) Days days after the Closing Date, and absent such agreement, by the Houston Houston, Texas office of the American Arbitration Association AAA (the “Environmental Arbitrator”). The arbitration proceeding shall be held in Houston, Texas and shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration AssociationRules, to the extent such rules Rules do not conflict with the terms of this ArticleArticle IX. In addition to being bound by and adhering to the Rules and practices of the AAA and applicable law on arbitrator neutrality, the Environmental Arbitrator shall not have worked as an employee or outside counsel for any Party or its Affiliates during the five (5) year period preceding the arbitration or have any financial interest in the dispute. The Environmental Arbitrator’s determination shall be made within twenty (20) Days days after submission of the matters in dispute and shall be final and binding upon both partiesthe Parties, without right of appeal. In making his determination, the Environmental Arbitrator shall be bound by the rules set forth in this Section 12.1 and, subject to Article IX and the foregoing, may consider such other matters as in the opinion of the Environmental Arbitrator are necessary or helpful to make a proper determinationRules. The Environmental Arbitrator, however, may not award the Buyer a greater Remediation Amount than the Remediation Amount claimed by Buyer in its applicable Environmental Defect Notice, nor a lower amount than the Remediation Amount proposed by Seller in its response to such Environmental Defect Notice unless the Arbitrator determines that the alleged Environmental Defect is not an Environmental Defect within the meaning of this Agreement. The Environmental Arbitrator shall act as an expert for the limited purpose of determining the specific whether a disputed Environmental Defects exists and/or the appropriate Remediation Amounts submitted by either party and may not award damages, interest or penalties to either party Party with respect to any matter. Seller and Buyer shall each bear its own legal fees and other costs of presenting its case. Each of Seller and Buyer shall bear one-half of the costs and expenses of the Environmental Arbitrator. To the extent that the award of the Environmental Arbitrator with respect to any Remediation Amount is not taken into account as an adjustment to the Purchase Price pursuant to Section 3.6, then within Within ten (10) Days days after the Environmental Arbitrator delivers written notice to Buyer and Seller of his any award with respect to a Remediation Amount, and subject to this Section 12.19.2, (i) Buyer Seller shall pay direct the Escrow Agent to Seller the amount, if any, so awarded by release from the Environmental Arbitrator Dispute Escrow Amount an amount of Preferred Shares with an aggregate Liquidation Preference equal to Seller and (ii) Seller shall pay to Buyer the amount, if any, so awarded by the Environmental Arbitrator to Buyer.. If the Remediation Amount ultimately determined by the Environmental Arbitrator with respect to any Environmental Defect is less than the Remediation Amount claimed by Buyer in the applicable Environmental Defect Notice with respect to such Environmental Defect, then within the aforesaid ten

Environmental Dispute Resolution. Seller Seller’s Representative and Buyer shall attempt to agree on (i) all Environmental Defects and Remediation Amounts prior to Closing, and (ii) the efficacy of any attempted cure of an Environmental Defect promptly upon the expiration of the Cure Period. If Seller Seller’s Representative and Buyer are unable to agree by Closingso agree, the Environmental Defects and/or Defects, Remediation Amounts and/or cure in dispute shall be exclusively and finally resolved by arbitration pursuant to this Section 12. 114.1(f). There shall be a single arbitrator, who shall be an environmental attorney with at least ten (10) years 15 years’ experience in environmental matters involving oil and gas producing properties in the Outer Continental Shelf, Gulf of Mexicoregional area in which the affected Assets are located, as selected by mutual agreement of Buyer and Seller Seller’s Representative within fifteen (15) Days 15 days after the Closing Date, and absent such agreement, by the Houston office of the American Arbitration Association Date (the “Environmental Arbitrator”). The arbitration proceeding In the event the Parties are unable to mutually agree upon the Environmental Arbitrator within such time period, then Seller’s Representative on the one hand and Buyer on the other hand shall each nominate a candidate to be held the Environmental Arbitrator, and such candidates so nominated by the parties shall together determine the Environmental Arbitrator. Seller’s Representative and the Buyer shall each present to the Environmental Arbitrator, with a simultaneous copy to the other party, a single written statement of its position on the defect in Houstonquestion, Texas together with a copy of this Agreement and any supporting material that such party desires to furnish, not later than the 10th Business Day after appointment of the Environmental Arbitrator. In making the determination, the Environmental Arbitrator, unless the Environmental Arbitrator requests additional information from either party, shall make a determination of the matter submitted based solely on the single written submission of Seller’s Representative and Buyer and shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, to the extent such rules do not conflict with bound by the terms of this ArticleAgreement. Provided, however, the Environmental Arbitrator may consider available legal and industry matters as in the Environmental Arbitrator’s opinion are necessary or appropriate to make a proper determination. The Environmental Arbitrator’s determination shall be made within twenty (20) Days 20 days after submission of the matters in dispute and shall be final and binding upon both partiesParties, without right of appeal. In making his determination, the Environmental Arbitrator shall be bound by the rules set forth in this Section 12.1 and, subject to the foregoing, may consider such other matters as in the opinion of the Environmental Arbitrator are necessary or helpful to make a proper determination. The Environmental Arbitrator, however, may not award the Buyer a any greater Remediation Amount than the Remediation Amount claimed by Buyer in its applicable Environmental Defect Notice. The Environmental Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Environmental Defects and/or Remediation Amounts submitted by either party and may not award damages, interest or penalties to either party with respect to any matter. Seller Sellers and Buyer shall each bear its own legal fees and other costs of presenting its case. Each of Seller The Seller’s Representative, on the one hand, and Buyer Buyer, on the other hand, shall each bear one-half of the costs and expenses of the Environmental Arbitrator. To Nothing herein shall operate to cause the Closing to be delayed on account of any arbitration hereunder and to the extent that any adjustments are not agreed upon by the award Parties as of the Closing, then the applicable Environmental Arbitrator with respect Defect Property and all associated Assets shall be excluded from the Assets to any Remediation Amount is not taken into account as an adjustment be conveyed to Buyer at Closing, in which event the Purchase Price pursuant shall be reduced by an amount equal to Section 3.6, then within ten (10) Days the Allocated Value of such excluded Environmental Defect Property and associated Assets. Within 10 days after the Environmental Arbitrator delivers written notice to Buyer and Seller Seller’s Representative of his award with respect to a Remediation Amount, Amount (and subject to Section 12.114.1(c) and Section 14.1(e)), should the Remediation Amount of such Environmental Defect Property (iA) not exceed the Allocated Value threshold set forth in Section 14.1(c)(iii), then such Asset(s) so excluded under the terms of this Section 14.1(f) shall be assigned to Buyer by the applicable Sellers pursuant to an assignment in the form of the Assignment for the amount by which the Purchase Price was reduced at Closing due to the exclusion of such Asset(s) (as such amount is appropriately adjusted in accordance to Section 3.3 with respect to such Asset(s) and in accordance with Section 14.1(c) as a result of the Environmental Arbitrator’s decision), or (B) meet or exceed the Allocated Value threshold set forth in Section 14.1(c)(iii), the Buyer shall pay have the option to Seller receive an assignment of such Assets in the amount, if any, so awarded by the Environmental Arbitrator manner described in subpart (A) above or choose to Seller and (ii) Seller shall pay exclude such Assets permanently pursuant to Buyer the amount, if any, so awarded by the Environmental Arbitrator to Buyerits rights under Section 14.1(c)(iii).

Environmental Dispute Resolution. Seller and Buyer Xxxxx shall attempt to agree on all Environmental Defects Conditions and Remediation Amounts prior to Closingthe end of the Environmental Condition Cure Period. If Seller Xxxxxx and Buyer Xxxxx are unable to agree by Closingthe end of the Environmental Condition Cure Period, the Environmental Defects Conditions and/or Remediation Amounts in dispute shall be exclusively and finally resolved by arbitration pursuant to this Section 12. 111.1(g). There shall be a single arbitrator, who shall be an environmental attorney or environmental expert with at least ten (10) years experience in environmental matters involving oil and gas producing properties in the Outer Continental Shelf, Gulf of MexicoTexas, as selected by mutual agreement of Buyer and Seller within fifteen (15) Days 15 days after the Closing Date, and absent such agreementagreement within such time period, then each party will nominate a candidate to select the Environmental Arbitrator, and such candidates so nominated by Xxxxx and Seller shall together determine the Environmental Arbitrator within 15 days after the last candidate is nominated and absent such determination within such time period, the Environmental Arbitrator shall be selected by the Houston office of the American Arbitration Association (the “Environmental Arbitrator”). The arbitration proceeding shall be held in Houston, Texas and shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, to the extent such rules do not conflict with the terms of this Article. The Environmental Arbitrator’s determination shall be made within twenty (20) Days 20 days after submission of the matters in dispute and shall be final and binding upon both parties, without right of appeal. In making his determination, the Environmental Arbitrator shall be bound by the rules set forth in this Section 12.1 11.1 and, subject to the foregoing, may consider such other matters as in the opinion of the Environmental Arbitrator are necessary or helpful to make a proper determination. The Environmental Arbitrator, however, may not award the Buyer a greater Remediation Amount than the Remediation Amount claimed by Buyer in its applicable Environmental Defect NoticeCondition Notice or a lesser Remediation Amount than the Remediation Amount claimed by Seller and notwithstanding anything herein to the contrary, the Environmental Arbitrator’s awards are subject to the limitations on liability set forth in Section 11.1(f). The Environmental Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Environmental Defects Conditions and/or Remediation Amounts submitted by either party and may not award damages, interest or penalties to either party with respect to any matter. Seller and Buyer shall each bear its own legal fees and other costs of presenting its case. Each of Seller and Buyer shall bear one-half of the costs and expenses of the Environmental Arbitrator. To the extent that the award of the Environmental Arbitrator with respect to any Remediation Amount is not taken into account as an adjustment to the Purchase Price pursuant to Section 3.63.4 or Section 3.5, then within ten (10) Days days after the Environmental Arbitrator delivers written notice to Buyer and Seller of his award with respect to a Remediation Amount, and subject to Section 12.1, (i) Buyer shall pay to Seller the amount, if any, so awarded by the Environmental Arbitrator to Seller Seller, if any, and (ii) Seller shall pay to Buyer the amount, if any, so awarded by the Environmental Arbitrator to Buyer. Subject to the parties’ rights pursuant to Section 13.1, nothing herein shall operate to cause the Closing to be delayed on account of any arbitration hereunder and to the extent any adjustments are not agreed upon by Seller and Buyer as of the Closing, the Purchase Price shall not be adjusted therefor as of the Closing and subsequent adjustments thereto, if any, will be made pursuant to Section 3.5 or this Section 11.1.

Environmental Dispute Resolution. (a) Seller and Buyer shall attempt to agree on all Environmental Defects and Remediation Environmental Defect Amounts prior to Closing. If Seller and Buyer are unable to agree by Closing, the Environmental Defects and/or Remediation and Environmental Defect Amounts in dispute shall be exclusively and finally resolved by arbitration pursuant to this Section 123.20 and either Party shall have the right, upon the delivery of written notice to the other Party, to dispute such matter and to invoke the dispute resolution provisions below in this Section 3.20 in order to resolve any such dispute. Any such notice must be delivered on or before the 10th Business Day after Closing. 1. (b) There shall be a single arbitrator, who shall be an environmental attorney consultant (the “Environmental Arbitrator”) with at least ten (10) 10 years experience in environmental matters involving oil and gas producing properties in the Outer Continental Shelf, Gulf of Mexicorelevant experience, as selected by mutual agreement of Buyer and Seller within fifteen (15) 15 Days after the Closing Dateend of the Cure Period, and absent such agreement, by the Houston office of the American Arbitration Association (the “Environmental Arbitrator”)CPR. The arbitration proceeding shall be held in Houston, Texas and shall be conducted in accordance with pursuant to the Commercial Arbitration Rules rules of the American Arbitration Association, CPR to the extent such rules do not conflict with the terms of this ArticleSection 3.20. The Environmental Arbitrator’s determination shall be made within twenty (20) 20 Days after submission of the matters in dispute and shall be final binding on and binding upon both parties, without right of appealnon-appealable by the Parties. In making his his/her determination, the Environmental Arbitrator shall be bound by the rules set forth in this Section 12.1 Sections 3.18 and 3.20 and, subject to the foregoing, may consider such other matters as in the opinion of the Environmental Arbitrator are necessary or helpful to make a proper determination. The Environmental Arbitrator, however, may not award the Buyer a greater Remediation Environmental Defect Amount than the Remediation Environmental Defect Amount claimed by Buyer in its applicable Environmental Defect NoticeNotice or a lesser Environmental Defect Amount than the Environmental Defect Amount claimed by Seller. The Environmental Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Environmental Defects and/or Remediation and Environmental Defect Amounts submitted by either party Party and may not award damages, interest or penalties to either party Party with respect to any matter. Seller and Buyer . (c) The Environmental Arbitrator shall each bear its own include all legal fees and other costs of presenting the prevailing party in its caseaward against the losing party. Each of Seller and Buyer shall bear one-half of the costs The fees and expenses of associated with the Environmental ArbitratorArbitrator shall be borne equally by the Parties. To the extent that the award of the Environmental Arbitrator with respect to any Remediation Environmental Defect Amount is not taken into account as an adjustment to the Base Purchase Price pursuant to Section 3.62.3, then within ten (10) 10 Days after the Environmental Arbitrator delivers written notice to Buyer and Seller of his the award with respect to a Remediation an Environmental Defect Amount, and subject to Section 12.1, (ia) Buyer shall pay to Seller the amount, if any, so awarded by the Environmental Arbitrator to Seller and (iib) Seller shall pay to Buyer the amount, if any, so awarded by the Environmental Arbitrator to Buyer, and the Party obligated to make a payment pursuant to clause (a) or (b) preceding shall include as a part of such payment interest on the amount due at the Prime Rate from (and including) the Closing Date to (and excluding) the date of payment.

Environmental Dispute Resolution. The parties agree to attempt to initially resolve all disputes concerning Environmental Matters through good faith negotiations. If the parties cannot resolve such disputes within the time period set forth in Section 5.3(c) to resolve such disputes, the parties agree to submit all such disputes to binding arbitration to be finally determined by an arbitrator mutually agreeable by Seller and Buyer shall attempt to agree on all Environmental Defects taking into account appropriate factors and Remediation Amounts prior to Closingemploying such independent attorneys and petroleum and/or environmental engineers as the arbitrator deems necessary or as reasonably requested by the parties. If Seller and Buyer are unable to cannot mutually agree by Closing, on the Environmental Defects and/or Remediation Amounts in dispute shall be exclusively and finally resolved by arbitration pursuant to this Section 12. 1. There shall be a single arbitrator, who shall be selection of an environmental attorney with at least arbitrator after ten (10) years experience in environmental matters involving oil and gas producing properties in days, the Outer Continental Shelf, Gulf of Mexico, as arbitrator shall be selected by mutual agreement of Buyer and Seller within fifteen (15) Days after the Closing Date, and absent such agreement, by the Houston office of the American Arbitration Association (the “Environmental Arbitrator”). The arbitration proceeding shall be held in Houston, Texas and shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, to the extent such rules do not conflict with the terms of this Article. The Environmental Arbitrator’s determination shall be made within twenty On or before ten (2010) Days days after submission of the matters matter to arbitration, Buyer and Seller shall present their respective positions in dispute and writing to the arbitrator, together with such evidence as each party deems appropriate. The arbitrator shall be instructed to resolve the dispute through a final decision within thirty (30) days after submission of Buyer’s and binding upon both parties, without right of appealSeller’s positions to the arbitrator. In making his determinationThe costs incurred in employing the arbitrator shall be borne equally by Seller and Buyer. After the arbitrator makes a determination as to the disputes, the Environmental Arbitrator arbitrator shall instruct the parties to implement its decision or to pay monies, as appropriate. A decision may be bound filed in any court of competent jurisdiction and may be enforced by the rules set forth in this Section 12.1 and, subject to the foregoing, may consider any party as a final judgment or such other matters as in the opinion of the Environmental Arbitrator are necessary court. If Buyer claims or helpful to make a proper determination. The Environmental Arbitrator, however, may not award the Buyer a greater Remediation Amount than the Remediation Amount claimed by Buyer in its applicable Environmental Defect Notice. The Environmental Arbitrator shall act as an expert for the limited purpose of determining the specific disputed asserts Environmental Defects and/or Remediation Amounts submitted by either party and may not award damagesthe aggregate amount of which, interest or penalties to either party together with respect to any matter. Seller and Buyer shall each bear its own legal fees and all other costs of presenting its case. Each of Seller and Buyer shall bear one-half of the costs and expenses of the Environmental Arbitrator. To the extent that the award of the Environmental Arbitrator with respect to any Remediation Amount is not taken into account as an adjustment adjustments to the Purchase Price pursuant asserted by Buyer and Assets removed from this Agreement, would allow Seller or Buyer to terminate this Agreement under Section 3.62.5 (but neither Buyer nor Seller has elected to terminate this Agreement), but Seller disputes the existence or amount of such Environmental Defects and such disputes are submitted for resolution under this Section 5.10, then within ten Closing will be postponed until five (105) Days business days after the Environmental Arbitrator delivers written notice to Buyer and Seller of his award arbitrator makes a determination with respect to a Remediation Amountsuch dispute, and subject to Section 12.1, (i) Buyer shall pay to Seller the amount, if any, so awarded by the Environmental Arbitrator to with Seller and Buyer retaining their rights to terminate this Agreement under Section 2.5 until four (ii4) Seller shall pay to Buyer the amount, if any, so awarded by the Environmental Arbitrator to Buyerbusiness days after such determination is made.

Environmental Dispute Resolution. Seller and Buyer shall attempt to agree on all Environmental Defects and Remediation Amounts prior to Closing. If Seller and Buyer are unable to agree by Closing, the Environmental Defects and/or Remediation Amounts in dispute shall be exclusively and finally resolved by arbitration pursuant to this Section 12Article 13. 1. There shall be a single arbitrator, who shall be an environmental attorney with at least ten (10) years experience in environmental matters involving oil and gas producing properties in the Outer Continental Shelf, Gulf of Mexicoregional area in which the affected Assets are located, as selected by mutual agreement of Buyer and Seller within fifteen (15) Days days after the Closing Date, and absent such agreement, by the Houston office of the American Arbitration Association (the “Environmental Arbitrator”). The arbitration proceeding shall be held in Houston, Texas and shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, to the extent such rules do not conflict with the terms of this Article. The Environmental Arbitrator’s determination shall be made within twenty (20) Days days after submission of the matters in dispute and shall be final and binding upon both parties, without right of appeal. In making his determination, the Environmental Arbitrator shall be bound by the rules set forth in this Section 12.1 Article 13.1 and, subject to the foregoing, may consider such other matters as in the opinion of the Environmental Arbitrator are necessary or helpful to make a proper determination. The Environmental Arbitrator, however, may not award the Buyer a greater Remediation Amount than the Remediation Amount claimed by Buyer in its applicable Environmental Defect Notice. The Environmental Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Environmental Defects and/or Remediation Amounts submitted by either party and may not award damages, interest or penalties to either party with respect to any matter. Subject to the right of the prevailing party to recover its reasonable attorneys’ fees and other costs (including, but not limited to, the Environmental Arbitrator’s fees, costs and expenses paid by the prevailing party) from the non-prevailing party pursuant to Article 16.18 and this Article 13.1(e), Seller and Buyer shall each bear its own legal fees and other costs of presenting its case. Each of Seller and Buyer shall bear one-half of the costs and expenses of the Environmental Arbitrator. To the extent that the award of the Environmental Arbitrator with respect to any Remediation Amount is not taken into account as an adjustment to the Purchase Price pursuant to Section Article 3.6, then within ten (10) Days days after the Environmental Arbitrator delivers written notice to Buyer and Seller of his award with respect to a Remediation Amount, and subject to Section 12.1Article 13.1(a), (i) Buyer shall pay to Seller the amount, if any, so awarded by the Environmental Arbitrator to Seller and (ii) Seller shall pay to Buyer the amount, if any, so awarded by the Environmental Arbitrator to Buyer.

Environmental Dispute Resolution. Seller and Buyer shall attempt to agree on all Environmental Defects and Remediation Amounts prior to Closing. If Seller and Buyer are unable to agree by Closing, the Environmental Defects and/or Remediation Amounts in dispute shall be exclusively and finally resolved by arbitration pursuant to this Section 12. 15.5. There shall be a single arbitrator, who shall be an environmental attorney with at least ten (10) years experience in environmental matters involving oil and gas producing properties in the Outer Continental Shelf, Gulf of MexicoColorado, as selected by mutual agreement of Buyer and Seller within fifteen (15) Days 15 days after the Closing Date, and absent such agreement, by the Houston office of the American Arbitration Association (the “Environmental Arbitrator”). The arbitration proceeding shall be held in HoustonDenver, Texas Colorado and shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, to the extent such rules do not conflict with the terms of this ArticleSection 5.5. The Environmental Arbitrator’s determination shall be made within twenty (20) Days 20 days after submission of the matters in dispute and shall be final and binding upon both parties, without right of appeal. In making his determination, the Environmental Arbitrator shall be bound by the rules set forth in this Section 12.1 5.5 and, subject to the foregoing, may consider such other matters as in the opinion of the Environmental Arbitrator are necessary or helpful to make a proper determination. The Environmental Arbitrator, however, may not award the Buyer a greater Remediation Amount than the Remediation Amount claimed by Buyer in its applicable Environmental Defect Notice. The Environmental Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Environmental Defects and/or Remediation Amounts submitted by either party and may not award damages, interest or penalties to either party with respect to any matter. Seller and Buyer shall each bear its own legal fees and other costs of presenting its case. Each of Seller and Buyer shall bear one-half of the costs and expenses of the Environmental Arbitrator. To the extent that the award of the Environmental Arbitrator with respect to any Remediation Amount is not taken into account as an adjustment to the Purchase Price in the Final Settlement Statement pursuant to Section 3.613.1, then within ten (10) Days days after the Environmental Arbitrator delivers written notice to Buyer and Seller of his award with respect to a Remediation Amount, and subject to Section 12.1Article V, (i) Buyer the Environmental Arbitrator shall instruct the Escrow Agent to pay to Seller the amount, if any, so awarded by the Environmental Arbitrator to Seller and (ii) Seller shall pay to or Buyer the amount, if any, so awarded by appropriate funds from the Environmental Arbitrator to BuyerEscrow Account.

Environmental Dispute Resolution. Seller and Buyer shall attempt to agree on all Environmental Defects Conditions and Remediation Amounts prior to Closingthe end of the Environmental Condition Cure Period. If Seller and Buyer are unable to agree by Closingthe end of the Environmental Condition Cure Period, the Environmental Defects Conditions and/or Remediation Amounts in dispute shall be exclusively and finally resolved by arbitration pursuant to this Section 12. 111.1(g). There shall be a single arbitrator, who shall be an environmental attorney or environmental expert with at least ten (10) years experience in environmental matters involving oil and gas producing properties in the Outer Continental Shelf, Gulf of MexicoTexas, as selected by mutual agreement of Buyer and Seller within fifteen (15) Days 15 days after the Closing Date, and absent such agreementagreement within such time period, then each party will nominate a candidate to select the Environmental Arbitrator, and such candidates so nominated by Buyer and Seller shall together determine the Environmental Arbitrator within 15 days after the last candidate is nominated and absent such determination within such time period, the Environmental Arbitrator shall be selected by the Houston office of the American Arbitration Association (the “Environmental Arbitrator”). The arbitration proceeding shall be held in Houston, Texas and shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, to the extent such rules do not conflict with the terms of this Article. The Environmental Arbitrator’s determination shall be made within twenty (20) Days 20 days after submission of the matters in dispute and shall be final and binding upon both parties, without right of appeal. In making his determination, the Environmental Arbitrator shall be bound by the rules set forth in this Section 12.1 11.1 and, subject to the foregoing, may consider such other matters as in the opinion of the Environmental Arbitrator are necessary or helpful to make a proper determination. The Environmental Arbitrator, however, may not award the Buyer a greater Remediation Amount than the Remediation Amount claimed by Buyer in its applicable Environmental Defect NoticeCondition Notice or a lesser Remediation Amount than the Remediation Amount claimed by Seller and notwithstanding anything herein to the contrary, the Environmental Arbitrator’s awards are subject to the limitations on liability set forth in Section 11.1(f). The Environmental Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Environmental Defects Conditions and/or Remediation Amounts submitted by either party and may not award damages, interest or penalties to either party with respect to any matter. Seller and Buyer shall each bear its own legal fees and other costs of presenting its case. Each of Seller and Buyer shall bear one-half of the costs and expenses of the Environmental Arbitrator. To the extent that the award of the Environmental Arbitrator with respect to any Remediation Amount is not taken into account as an adjustment to the Purchase Price pursuant to Section 3.63.4 or Section 3.5, then within ten (10) Days days after the Environmental Arbitrator delivers written notice to Buyer and Seller of his award with respect to a Remediation Amount, and subject to Section 12.1, (i) Buyer shall pay to Seller the amount, if any, so awarded by the Environmental Arbitrator to Seller Seller, if any, and (ii) Seller shall pay to Buyer the amount, if any, so awarded by the Environmental Arbitrator to Buyer. Subject to the parties’ rights pursuant to Section 13.1, nothing herein shall operate to cause the Closing to be delayed on account of any arbitration hereunder and to the extent any adjustments are not agreed upon by Seller and Buyer as of the Closing, the Purchase Price shall not be adjusted therefor as of the Closing and subsequent adjustments thereto, if any, will be made pursuant to Section 3.5 or this Section 11.1.