Common use of Environmental Due Diligence Clause in Contracts

Environmental Due Diligence. (a) Purchaser shall have the right, or the right to cause an environmental consultant acceptable to Purchaser in its sole discretion (“Purchaser’s Environmental Consultant”), to conduct an environmental review of the Assets prior to the expiration of the Examination Period (“Purchaser’s Environmental Review”). No less than three (3) Business Days prior to the proposed commencement date of Purchaser’s Environmental Review, Purchaser shall notify Noble of the commencement of Purchaser’s Environmental Review and shall coordinate the locations of such activities with Noble. The cost and expense of Purchaser’s Environmental Review shall be borne solely by Purchaser. No Person, other than Purchaser’s Environmental Consultant and Purchaser’s employees or representatives, may conduct Purchaser’s Environmental Review. Noble shall have the right to have representatives thereof present to observe Purchaser’s Environmental Review conducted in Noble’s offices or on the Assets. With respect to any samples taken in connection with Purchaser’s Environmental Review, Noble shall be permitted to take split samples. Purchaser agrees to conduct Purchaser’s Environmental Review in a manner so as not to unduly interfere with the business operations of Noble and in compliance with all Applicable Laws, and Purchaser shall exercise due care with respect to Noble’s properties and their condition. (b) Prior to the Closing, unless otherwise required by Applicable Law, Purchaser shall (and shall cause Purchaser’s Environmental Consultant, if applicable, to) treat confidentially any matters revealed by Purchaser’s Environmental Review and any reports or data generated from such review (the “Environmental Information”), and Purchaser shall not (and shall cause Purchaser’s Environmental Consultant, if applicable, to not) disclose any Environmental Information to any Governmental Entity or other third party (other than to any of Purchaser’s shareholders, employees, lenders or representatives that agree to treat such information confidentially in accordance herewith) without the prior written consent of Noble, except to the extent required by Applicable Law. Prior to the Closing, unless otherwise required by Applicable Law, Purchaser may use the Environmental Information only in connection with the transactions contemplated by this Agreement. If Purchaser, Purchaser’s Environmental Consultant, if applicable, or any third party to whom Purchaser has provided any Environmental Information in accordance with this Section 3.2(b) becomes legally compelled to disclose any of the Environmental Information, Purchaser shall provide Noble with prompt written notice and Noble may file a protective order, or seek any other remedy, as it deems appropriate under the circumstances. If this Agreement is terminated prior to the Closing, Purchaser shall deliver the Environmental Information to Noble, which Environmental Information shall become the sole property of Noble. At any time upon Noble’s written request to Purchaser, Purchaser shall provide copies of any report of Purchaser’s Environmental Consultant to Noble without charge. (c) If Purchaser or Purchaser’s Environmental Consultant, if applicable, discovers any Environmental Defect prior to the expiration of the Examination Period, Purchaser shall notify Noble prior to the expiration of the Examination Period of such alleged Environmental Defect. To be effective, such notice (an “Environmental Defect Notice”) must (i) be in writing; (ii) be received by Noble prior to the expiration of the Examination Period; (iii) describe the Environmental Defect in reasonable detail, including (A) the specific Asset affected by or associated with such Environmental Defect, (B) if applicable, a site plan showing the location of all sampling events, boring logs and other field notes describing the sampling methods utilized and the field conditions observed, (C) the written conclusion of Purchaser’s Environmental Consultant, if applicable, that an Environmental Defect is believed to exist, which conclusion shall be reasonably substantiated by the factual data gathered during Purchaser’s Environmental Review, and (D) if feasible and applicable, a separate, reasonably specific citation of the provisions of the Environmental Laws alleged to be violated and the related facts that substantiate such violation; (iv) describe the procedures recommended to correct, eliminate or pay the Environmental Defect, together with any related recommendations from Purchaser’s Environmental Consultant, if applicable; and (v) set forth Purchaser’s good faith estimate of the Environmental Defect Value, including the basis for such estimate. Subject to Noble’s representations and indemnity obligations herein, any matters that may otherwise constitute Environmental Defects, but of which Noble has not been specifically notified by Purchaser in accordance with the foregoing, together with any environmental matter that does not constitute an Environmental Defect, shall be deemed to have been waived by Purchaser for purposes of this Section 3.2. Upon the receipt of effective notice from Purchaser, Noble shall have the option, in addition to the remedy set forth in Section 3.2(d), but not the obligation, to (x) attempt to cure such Environmental Defect at any time prior to the Closing, at the sole cost and expense of Noble or (y) exclude the Assets affected by such Environmental Defect from this Agreement and the Purchase Price to be paid at Closing shall be reduced by the Allocated Value for such Assets if such Allocated Value is positive and increased by such Allocated Value for such Assets if such Allocated Value is negative. If prior to Closing Noble and Purchaser are unable to reach an agreement as to whether an Environmental Defect exists or, if it does exist, the amount of the Environmental Defect Value attributable thereto, then the provisions of Section 3.5 shall be applicable. (d) If any Environmental Defect described in a notice delivered in accordance with Section 3.2 is not cured on or before the Closing, then the Purchase Price shall be reduced, subject to Section 3.4, by the Environmental Defect Value of such Environmental Defect. (e) As used in this Section 3.2:

Environmental Due Diligence. Buyer may, at its election, engage a nationally recognized third party environmental consultant (awhich may be Environmental Resource Management) Purchaser to conduct a "phase I" environmental investigation of the Plant Sites (the "Phase I Investigation"). Any Phase I Investigation will be conducted at Buyer’s expense in accordance with the specifications set forth in Part 1 of Exhibit 5.9 attached hereto, and will be completed within fourteen (14) days after the date of this Agreement (subject to extension for delays caused by Seller, including failure to provide reasonably requested information and access to Plant Sites in a timely manner). If the results of any Phase I Investigation indicate a "recognized environmental condition" (as that term is defined in ASTM E 1527-00 – Standard Practice for Environmental Site Assessments: Phase I Environmental Site Assessments Process) or other condition or violation of Environmental Law reasonably of concern to Buyer’s environmental consultant, Buyer may request that Seller provide to Buyer and its agents access to conduct a "phase II" environmental investigation ("Phase II Investigation"). Seller may grant or deny such access with respect to any one or more Plant Sites in its sole discretion. If permitted by Seller, Buyer may engage a nationally recognized third party environmental consultant to conduct the Phase II Investigation, which Phase II Investigation shall be conducted at Buyer’s expense and shall be completed by June 1, 2001. If a Phase II Investigation is not permitted by Seller with respect to any Plant Site, then Buyer shall have the right to terminate this Agreement in accordance with Section 9.1(e) hereof (and, in the event this Agreement is so terminated by Buyer, then Seller shall promptly reimburse Buyer for its actual out-of-pocket costs incurred in connection with this transaction). Buyer shall, no later than 10 days prior to the Closing Date, advise Seller of any environmental condition or alleged environmental condition identified by the Phase I Investigation or Phase II Investigation that is of the type listed in Part 2 of Exhibit 5.9 and that affects any Plant Site (an "Environmental Condition"), and shall provide Seller with copies of the relevant portion of the Phase I Investigation report or the Phase II Investigation report and any related supporting documentation in Buyer’s possession or control relating to any Environmental Conditions or alleged Environmental Condition. As to any Plant Site affected by an Environmental Condition or alleged Environmental Condition, Buyer and Seller shall engage in good faith negotiations, prior to Closing, with respect to the existence of such Environmental Condition and the scope of remediation or other corrective action required with respect thereto (a "Remediation Plan"). The parties expect that any agreed upon Remediation Plan will address Seller’s pre- and post-Closing remediation obligations and special indemnification obligations in accordance with Part 3 of Exhibit 5.9 attached hereto. In the event that the parties are unable to agree upon the existence of any alleged Environmental Condition and a Remediation Plan with respect thereto, then Buyer shall have the option of waiving such Environmental Condition or alleged Environmental Condition with no adjustment to the Purchase Price therefor (it being understood that Seller shall have no obligation to Buyer, its successors or assigns with respect to any Environmental Condition or alleged Environmental Condition that is so waived by Buyer or with respect to any Environmental Condition or alleged Environmental Condition identified in the Phase I Investigation or Phase II Investigation that is first asserted by Buyer after Closing). In the event that, at Closing, there remain any Environmental Conditions or alleged Environmental Conditions as to which Buyer and Seller have not agreed upon a Remediation Plan or that have not been waived by Buyer, then Seller (at its option) shall either: (i) accept Buyer’s final proposed Remediation Plan with respect to all unresolved Environmental Conditions, and the parties shall proceed to Closing; or (ii) terminate this Agreement in accordance with Section 9.1(e) hereof. Seller and Buyer shall each use their commercially reasonable efforts to transfer to (or, if not transferable, make otherwise available to) Buyer all material Environmental Permits; provided, however, that Buyer shall pay all costs associated with such transfers. If any such transfer cannot be obtained prior to Closing, Buyer may in the exercise of its sole discretion waive such requirement as a condition to Closing, and Seller and Buyer shall continue to use their commercially reasonable efforts to obtain any such transfer as soon as possible after the Closing Date or otherwise obtain for Buyer the practical benefit of such Environmental Permits. Seller shall obtain such approvals, on terms reasonably satisfactory to Buyer, as are required by applicable state or local Environmental Laws (including without limitation the New Jersey Industrial Site Recovery Act) of a transferor of an interest in real property or shall have demonstrated to the reasonable satisfaction of Buyer that no such approval is required. Seller shall give Buyer reasonable notice in advance of all meetings scheduled between Seller and state or local environmental authorities with respect to the foregoing and Buyer and Buyer's representatives shall have the right, or the right to cause an environmental consultant acceptable to Purchaser in its sole discretion (“Purchaser’s Environmental Consultant”), to conduct an environmental review of the Assets prior to the expiration of the Examination Period (“Purchaser’s Environmental Review”). No less than three (3) Business Days prior to the proposed commencement date of Purchaser’s Environmental Review, Purchaser shall notify Noble of the commencement of Purchaser’s Environmental Review and shall coordinate the locations of such activities with Noble. The cost and expense of Purchaser’s Environmental Review shall be borne solely by Purchaser. No Person, other than Purchaser’s Environmental Consultant and Purchaser’s employees or representatives, may conduct Purchaser’s Environmental Review. Noble shall have the right to have representatives thereof present to observe Purchaser’s Environmental Review conducted in Noble’s offices or on the Assets. With respect to any samples taken in connection with Purchaser’s Environmental Review, Noble shall be permitted to take split samples. Purchaser agrees to conduct Purchaser’s Environmental Review in a manner so as not to unduly interfere with the business operations of Noble and in compliance with all Applicable Laws, and Purchaser shall exercise due care with respect to Noble’s properties and their condition. (b) Prior to the Closing, unless otherwise required by Applicable Law, Purchaser shall (and shall cause Purchaser’s Environmental Consultant, if applicable, to) treat confidentially any matters revealed by Purchaser’s Environmental Review and any reports or data generated from such review (the “Environmental Information”), and Purchaser shall not (and shall cause Purchaser’s Environmental Consultant, if applicable, to not) disclose any Environmental Information to any Governmental Entity or other third party (other than to any of Purchaser’s shareholders, employees, lenders or representatives that agree to treat such information confidentially in accordance herewith) without the prior written consent of Noble, except to the extent required by Applicable Law. Prior to the Closing, unless otherwise required by Applicable Law, Purchaser may use the Environmental Information only in connection with the transactions contemplated by this Agreement. If Purchaser, Purchaser’s Environmental Consultant, if applicable, or any third party to whom Purchaser has provided any Environmental Information in accordance with this Section 3.2(b) becomes legally compelled to disclose any of the Environmental Information, Purchaser shall provide Noble with prompt written notice and Noble may file a protective order, or seek any other remedy, as it deems appropriate under the circumstances. If this Agreement is terminated prior to the Closing, Purchaser shall deliver the Environmental Information to Noble, which Environmental Information shall become the sole property of Noble. At any time upon Noble’s written request to Purchaser, Purchaser shall provide copies of any report of Purchaser’s Environmental Consultant to Noble without charge. (c) If Purchaser or Purchaser’s Environmental Consultant, if applicable, discovers any Environmental Defect prior to the expiration of the Examination Period, Purchaser shall notify Noble prior to the expiration of the Examination Period of such alleged Environmental Defect. To be effective, such notice (an “Environmental Defect Notice”) must (i) be in writing; (ii) be received by Noble prior to the expiration of the Examination Period; (iii) describe the Environmental Defect in reasonable detail, including (A) the specific Asset affected by or associated with such Environmental Defect, (B) if applicable, a site plan showing the location of all sampling events, boring logs and other field notes describing the sampling methods utilized and the field conditions observed, (C) the written conclusion of Purchaser’s Environmental Consultant, if applicable, that an Environmental Defect is believed to exist, which conclusion shall be reasonably substantiated by the factual data gathered during Purchaser’s Environmental Review, and (D) if feasible and applicable, a separate, reasonably specific citation of the provisions of the Environmental Laws alleged to be violated and the related facts that substantiate such violation; (iv) describe the procedures recommended to correct, eliminate or pay the Environmental Defect, together with any related recommendations from Purchaser’s Environmental Consultant, if applicable; and (v) set forth Purchaser’s good faith estimate of the Environmental Defect Value, including the basis for such estimate. Subject to Noble’s representations and indemnity obligations herein, any matters that may otherwise constitute Environmental Defects, but of which Noble has not been specifically notified by Purchaser in accordance with the foregoing, together with any environmental matter that does not constitute an Environmental Defect, shall be deemed to have been waived by Purchaser for purposes of this Section 3.2. Upon the receipt of effective notice from Purchaser, Noble shall have the option, in addition to the remedy set forth in Section 3.2(d), but not the obligation, to (x) attempt attend and participate in all such meetings. Seller shall promptly provide to cure Buyer copies of all documents and correspondence to and from such Environmental Defect at any time prior environmental authorities relating to the Closing, at the sole cost and expense of Noble or (y) exclude the Assets affected by such Environmental Defect from this Agreement and the Purchase Price to be paid at Closing shall be reduced by the Allocated Value for such Assets if such Allocated Value is positive and increased by such Allocated Value for such Assets if such Allocated Value is negative. If prior to Closing Noble and Purchaser are unable to reach an agreement as to whether an Environmental Defect exists or, if it does exist, the amount of the Environmental Defect Value attributable thereto, then the provisions of Section 3.5 shall be applicablematters. (d) If any Environmental Defect described in a notice delivered in accordance with Section 3.2 is not cured on or before the Closing, then the Purchase Price shall be reduced, subject to Section 3.4, by the Environmental Defect Value of such Environmental Defect. (e) As used in this Section 3.2:

Environmental Due Diligence. (a) Purchaser shall have may conduct at its own expense environmental audits by an independent qualified environmental engineer or consultant (the right, or the right to cause an environmental consultant acceptable to Purchaser in its sole discretion (“Purchaser’s "Environmental Consultant”), to conduct an environmental review ") of the Assets prior to Real Property during the expiration of Environmental Due Diligence Period. In the Examination Period (“Purchaser’s Environmental Review”). No less than three (3) Business Days prior to the proposed commencement date of Purchaser’s Environmental Reviewevent Purchaser conducts a Phase I audit, Purchaser shall notify Noble of use its best efforts to commence such audit within seven (7) days from the commencement of Purchaser’s Environmental Review and shall coordinate the locations of such activities with Noble. The cost and expense of Purchaser’s Environmental Review shall be borne solely by Purchaser. No Person, other than Purchaser’s Environmental Consultant and Purchaser’s employees or representatives, may conduct Purchaser’s Environmental Review. Noble shall have the right to have representatives thereof present to observe Purchaser’s Environmental Review conducted in Noble’s offices or on the Assets. With respect to any samples taken in connection with Purchaser’s Environmental Review, Noble shall be permitted to take split samples. Purchaser agrees to conduct Purchaser’s Environmental Review in a manner so as not to unduly interfere with the business operations of Noble and in compliance with all Applicable Laws, and Purchaser shall exercise due care with respect to Noble’s properties and their conditiondate hereof. (b) Prior to In the Closing, unless otherwise required by Applicable Law, event the Phase I audit of any of the Real Property is not completed within the Environmental Due Diligence Period through no fault of Purchaser shall (and shall cause Purchaser’s or its Environmental Consultant, if applicable, to) treat confidentially any matters revealed by Purchaser’s Environmental Review and any reports or data generated from such review (the “Environmental Information”), and Purchaser shall not (and shall cause Purchaser’s Environmental Consultant, if applicable, to not) disclose any Environmental Information to any Governmental Entity or other third party (other than to any of Purchaser’s shareholders, employees, lenders or representatives that agree to treat such information confidentially in accordance herewith) without the prior written consent of Noble, except to the extent required by Applicable Law. Prior to the Closing, unless otherwise required by Applicable Law, Purchaser may use the Environmental Information only in connection with the transactions contemplated by this Agreement. If Purchaser, Purchaser’s Environmental Consultant, if applicable, or any third party to whom Purchaser has provided any Environmental Information in accordance with this Section 3.2(b) becomes legally compelled to disclose any request an extension of the Environmental Information, Purchaser shall provide Noble with prompt written notice and Noble may file Due Diligence Period for a protective order, or seek any other remedy, as it deems appropriate under the circumstances. If this Agreement is terminated prior reasonable period not exceeding fifteen (15) days solely to the Closing, Purchaser shall deliver the Environmental Information to Noble, which Environmental Information shall become the sole property permit completion of Noble. At any time upon Noble’s written request to Purchaser, Purchaser shall provide copies of any report of Purchaser’s Environmental Consultant to Noble without chargesuch Phase I audit. (c) If In the event that as a result of such Phase I audit, Purchaser or Purchaser’s elects in the exercise of its reasonable business judgment to conduct a Phase II environmental audit by the Environmental ConsultantConsultant of any of the Real Property, if applicable, discovers upon receipt of written notice of such election and a copy of any Environmental Defect report prepared with respect to such Phase I audit evidencing a reasonable basis for such election prior to the expiration of the Examination Period, Purchaser shall notify Noble prior to the expiration of the Examination Period of such alleged Environmental Defect. To be effective, such notice (an “Environmental Defect Notice”) must (i) be in writing; (ii) be received by Noble prior to the expiration of the Examination Period; (iii) describe the Environmental Defect in reasonable detail, including (A) the specific Asset affected by or associated with such Environmental Defect, (B) if applicable, a site plan showing the location of all sampling events, boring logs and other field notes describing the sampling methods utilized and the field conditions observed, (C) the written conclusion of Purchaser’s Environmental Consultant, if applicable, that an Environmental Defect is believed to exist, which conclusion shall be reasonably substantiated by the factual data gathered during Purchaser’s Environmental Review, and (D) if feasible and applicable, a separate, reasonably specific citation of the provisions of the Environmental Laws alleged to be violated and the related facts that substantiate such violation; (iv) describe the procedures recommended to correctDue Diligence Period, eliminate or pay the Environmental Defect, together with any related recommendations from Purchaser’s Environmental Consultant, if applicable; and (v) set forth Purchaser’s good faith estimate of the Environmental Defect Value, including the basis for such estimate. Subject to Noble’s representations and indemnity obligations herein, any matters that may otherwise constitute Environmental Defects, but of which Noble has not been specifically notified by Purchaser in accordance with the foregoing, together with any environmental matter that does not constitute an Environmental Defect, Seller shall be deemed to have been waived by Purchaser for purposes of this Section 3.2. Upon the receipt of effective notice from Purchaser, Noble shall have the option, in addition to the remedy set forth in Section 3.2(d), but not the obligation, to (x) attempt to cure extend such Environmental Defect at any time prior Due Diligence Period for an additional thirty (30) days solely to the Closing, at the sole cost and expense permit completion of Noble or (y) exclude the Assets affected by such Environmental Defect from this Agreement and the Purchase Price to be paid at Closing shall be reduced by the Allocated Value for such Assets if such Allocated Value is positive and increased by such Allocated Value for such Assets if such Allocated Value is negative. If prior to Closing Noble and Purchaser are unable to reach an agreement as to whether an Environmental Defect exists or, if it does exist, the amount of the Environmental Defect Value attributable thereto, then the provisions of Section 3.5 shall be applicablePhase II audit. (d) If In the event that during the Environmental Due Diligence Period or any extension thereof pursuant to this Section, Purchaser shall notify Seller in writing that the Environmental Defect described Consultant has discovered an Environmental Hazards at or on any parcel of the Real Property, the remediation of which, in a notice delivered in accordance with Section 3.2 the reasonable judgment of the Environmental Consultant, is not cured on or before will be the Closingresponsibility of Seller, then or Purchaser should it acquire such parcel, and will cost more than $25,000, Seller may elect to: (i) make an adjustment to the Purchase Price for the estimated remediation costs of any such Environmental Hazard, which shall not have been remediated on or prior to the Closing Date, in excess of $25,000 with respect to such parcel of Real Property; or (ii) take such remediation steps as are necessary to make the Real Property comply with Environmental Laws by the Closing Date (or make provisions to such remediation steps following the Closing Date as shall be reducedreasonably satisfactory to Purchaser); or (iii) lease to Purchaser such parcel of Real Property for a period of ten (10) years pursuant to a Lease Agreement; provided that if, subject during the term of such Lease Agreement or renewal or extension thereof, Seller shall deliver to Purchaser a report of a qualified environmental engineer or consultant certifying that the Environmental Hazard at or on any such leased parcel of Real Property has been remediated to the extent required under applicable Environmental Laws, Purchaser shall be required to purchase such parcel of Real Property, at the Real Property Purchase Price, in the event such report is delivered within six (6) months of the Closing Date, and, thereafter, at the fair market value of such real property as agreed to by the parties hereto or, if no such agreement is reached within thirty (30) days of delivery of such report, as determined pursuant to an appraisal pursuant to Section 3.4, by the Environmental Defect Value of such Environmental Defect14.6. (e) As used in Purchaser agrees that it and its Environmental Consultant shall conduct any Phase I or II audits or other investigations pursuant to this Section 3.2:with reasonable care and subject to customary practices among environmental consultants and engineers, including without limitation, following completion thereof the restoration of any site to the extent practicable to its condition prior to such audit or investigation and the removal of all monitoring xxxxx.

Environmental Due Diligence. (a1) Purchaser Commencing on the Effective Date, Buyer and its engineers, architects, and other agents shall have a period of Sixty (60) days (the right“Due Diligence Period”) within which to undertake such physical inspections and other investigations of, or and inquiries concerning, the right Property as may be necessary in order for Buyer to cause an evaluate the physical characteristics of the Property, including environmental consultant acceptable conditions, as well as such other matters as may be deemed by Buyer to Purchaser be reasonably necessary to generally evaluate the Property and determine the feasibility and advisability of Xxxxx’s purchase of the Property for Xxxxx’s intended use. In the event Buyer determines in its sole discretion (“Purchaser’s Environmental Consultant”)reasonable discretion, that the Property is not suitable for Buyer's intended use, Buyer may by notice given to conduct an environmental review of the Assets Seller prior to the expiration of the Examination Due Diligence Period, terminate this Contract. (2) For purposes of undertaking physical inspections and investigations of the Property, including but not limited to the Survey, Environmental Phase I, Environmental Phase II, soil studies, asbestos studies, topographical survey, zoning review, water, sewer availability and capacity, ingress/egress, preliminary planning review, covenants and restrictions, coverage ratio, and construction time, Seller hereby grants to Buyer and its agents full right of entry upon the Property and any part thereof during the Due Diligence Period (“Purchaserand, as long as this Contract has not been terminated, thereafter until Closing. Xxxxx, as a condition to its exercise of such right of entry, agrees to indemnify the Seller for claims brought against the Seller only to the extent that they are found to result from the sole negligence of the Buyer, its governing body, or its employees. This indemnification shall not be construed to be an indemnification for the acts, or omissions of third parties, independent contractors or third party agents of the Buyer. This indemnification shall not be construed as a waiver of the Buyer’s Environmental Review”)sovereign immunity, and shall be interpreted as limited to only such traditional liabilities for which the Buyer could be liable under the common law interpreting the limited waiver of sovereign immunity. No less than An action may not be instituted on a claim against the Buyer unless the claimant presents the claim in writing to the Risk Manager within three years after such claim accrues or the Risk Manager denies the claim in writing. For purposes of this paragraph, the requirements of notice to the Risk Manager and denial of the claim are conditions precedent to maintaining an action but shall not be deemed to be elements of the cause of action and shall not affect the date on which the cause of action accrues. Notwithstanding any other provisions of this paragraph, the value of this indemnification is limited to the maximum sum of $300,000 as the result of all claims and judgments arising out of the same incident or occurrence, not to exceed the sum of $200,000 for any claim or judgment or portions thereof. In addition, this indemnification shall be construed to limit recovery by the indemnified party against the Buyer to only those damages caused by the Buyer’s sole negligence, and shall specifically exclude any attorney’s fees or costs associated therewith. (3) Business Days Buyer shall utilize its own consultants, engineers and all other related professionals to make its own investigation and determination as to the accuracy or acceptability of any and all matters regarding the Property and the documents. (4) If Xxxxx has not terminated this Contract in writing received by Seller on or prior to the proposed commencement date of Purchaser’s Environmental Review, Purchaser shall notify Noble expiration of the commencement Due Diligence Period, the Deposit shall be completely non-refundable (regardless of Purchaser’s Environmental Review whether Buyer proceeds to Closing) and shall coordinate be deemed fully earned by Seller, except in the locations event of such activities with Noble. The cost and expense Seller default. (5) If Buyer elects, prior to expiration of Purchaser’s Environmental Review shall be borne solely by Purchaser. No Personthe Due Diligence Period, other than Purchaser’s Environmental Consultant and Purchaser’s employees or representatives, may conduct Purchaser’s Environmental Review. Noble shall have the right to have representatives thereof present to observe Purchaser’s Environmental Review conducted in Noble’s offices or on the Assets. With respect to any samples taken in connection with Purchaser’s Environmental Review, Noble shall be permitted to take split samples. Purchaser agrees to conduct Purchaser’s Environmental Review in a manner so as not to unduly interfere with the business operations proceed hereunder: (i) Buyer shall deliver to Seller (at no cost to Seller) copies of Noble all reports, studies and in compliance with all Applicable Laws, and Purchaser shall exercise due care surveys prepared by or for Buyer with respect to Noble’s properties and their condition. (b) Prior to the Closing, unless otherwise required by Applicable Law, Purchaser shall (and shall cause Purchaser’s Environmental Consultant, if applicable, to) treat confidentially any matters revealed by Purchaser’s Environmental Review and any reports or data generated from such review (the “Environmental Information”)Property, and Purchaser shall not (and shall cause Purchaser’s Environmental Consultant, if applicable, to not) disclose any Environmental Information to any Governmental Entity or other third party (other than to any of Purchaser’s shareholders, employees, lenders or representatives that agree to treat such information confidentially in accordance herewith) without the prior written consent of Noble, except to the extent required by Applicable Law. Prior to the Closing, unless otherwise required by Applicable Law, Purchaser may use the Environmental Information only in connection with the transactions contemplated by this Agreement. If Purchaser, Purchaser’s Environmental Consultant, if applicable, or any third party to whom Purchaser has provided any Environmental Information in accordance with this Section 3.2(b) becomes legally compelled to disclose any of the Environmental Information, Purchaser shall provide Noble with prompt written notice and Noble may file a protective order, or seek any other remedy, as it deems appropriate under the circumstances. If this Agreement is terminated prior to the Closing, Purchaser shall deliver the Environmental Information to Noble, which Environmental Information shall become the sole property of Noble. At any time upon Noble’s written request to Purchaser, Purchaser shall provide copies of any report of Purchaser’s Environmental Consultant to Noble without charge. (c) If Purchaser or Purchaser’s Environmental Consultant, if applicable, discovers any Environmental Defect prior to the expiration of the Examination Period, Purchaser shall notify Noble prior to the expiration of the Examination Period of such alleged Environmental Defect. To be effective, such notice (an “Environmental Defect Notice”) must (i) be in writing; (ii) be received by Noble prior to Buyer shall receive back the expiration Deposit and except as provided otherwise, this Contract and all rights and obligations of the Examination Period; (iii) describe the Environmental Defect in reasonable detailparties hereunder shall thereupon cease, including (A) the specific Asset affected by or associated with such Environmental Defect, (B) if applicable, a site plan showing the location of all sampling events, boring logs terminate and other field notes describing the sampling methods utilized be null and the field conditions observed, (C) the written conclusion of Purchaser’s Environmental Consultant, if applicable, that an Environmental Defect is believed to exist, which conclusion shall be reasonably substantiated by the factual data gathered during Purchaser’s Environmental Review, and (D) if feasible and applicable, a separate, reasonably specific citation of the provisions of the Environmental Laws alleged to be violated and the related facts that substantiate such violation; (iv) describe the procedures recommended to correct, eliminate or pay the Environmental Defect, together with any related recommendations from Purchaser’s Environmental Consultant, if applicable; and (v) set forth Purchaser’s good faith estimate of the Environmental Defect Value, including the basis for such estimate. Subject to Noble’s representations and indemnity obligations herein, any matters that may otherwise constitute Environmental Defects, but of which Noble has not been specifically notified by Purchaser in accordance with the foregoing, together with any environmental matter that does not constitute an Environmental Defect, shall be deemed to have been waived by Purchaser for purposes of this Section 3.2. Upon the receipt of effective notice from Purchaser, Noble shall have the option, in addition to the remedy set forth in Section 3.2(d), but not the obligation, to (x) attempt to cure such Environmental Defect at any time prior to the Closing, at the sole cost and expense of Noble or (y) exclude the Assets affected by such Environmental Defect from this Agreement and the Purchase Price to be paid at Closing shall be reduced by the Allocated Value for such Assets if such Allocated Value is positive and increased by such Allocated Value for such Assets if such Allocated Value is negative. If prior to Closing Noble and Purchaser are unable to reach an agreement as to whether an Environmental Defect exists or, if it does exist, the amount of the Environmental Defect Value attributable thereto, then the provisions of Section 3.5 shall be applicablevoid. (d) If any Environmental Defect described in a notice delivered in accordance with Section 3.2 is not cured on or before the Closing, then the Purchase Price shall be reduced, subject to Section 3.4, by the Environmental Defect Value of such Environmental Defect. (e) As used in this Section 3.2:

Environmental Due Diligence. (a) Upon prior reasonable notice to Seller, Purchaser shall have the right, or the right at any time and from time to cause an environmental consultant acceptable time prior to Purchaser in its sole discretion (“Purchaser’s Environmental Consultant”)Closing, to conduct an make such environmental review site assessments (including obtaining a reasonable number of the Assets prior soil samples) in regard to the expiration of the Examination Period (“Purchaser’s Environmental Review”). No less than three (3) Business Days prior to the proposed commencement date of Purchaser’s Environmental Review, Purchaser shall notify Noble of the commencement of Purchaser’s Environmental Review and shall coordinate the locations of such activities with Noble. The cost and expense of Purchaser’s Environmental Review shall be borne solely by Purchaser. No Person, other than Purchaser’s Environmental Consultant and Purchaser’s employees or representatives, may conduct Purchaser’s Environmental Review. Noble shall have the right to have representatives thereof present to observe Purchaser’s Environmental Review conducted in Noble’s offices or on the Assets. With respect to any samples taken in connection with Purchaser’s Environmental Review, Noble shall be permitted to take split samples. Purchaser agrees to conduct Purchaser’s Environmental Review in a manner so as not to unduly interfere with the business operations of Noble and in compliance with all Applicable Laws, and Purchaser shall exercise due care with respect to Noble’s properties and their condition. (b) Prior to the Closing, unless otherwise required by Applicable Law, Purchaser shall Seller Land (and shall cause Purchaser’s Environmental Consultant, if applicable, to) treat confidentially any matters revealed by Purchaser’s Environmental Review and any reports or data generated from such review (the “Environmental Information”), and Purchaser shall not (and shall cause Purchaser’s Environmental Consultant, if applicable, to not) disclose any Environmental Information to any Governmental Entity or other third party (other than to any of Purchaser’s shareholders, employees, lenders or representatives that agree to treat such information confidentially in accordance herewith) without the prior written consent of Noble, except Leasehold Property to the extent required by Applicable Law. Prior the fee owner consents to the Closing, unless otherwise required by Applicable Law, same) as Purchaser shall desire and to employ engineers and other personnel to perform such environmental site assessments at its sole expense. Purchaser may use the Environmental Information only in connection with the transactions contemplated by this Agreement. If Purchaser, Purchaser’s Environmental Consultant, if applicable, or any third party to whom Purchaser has provided any Environmental Information in accordance with this Section 3.2(b) becomes legally compelled to disclose any of the Environmental Information, Purchaser shall provide Noble with prompt written notice and Noble may file a protective order, or seek any other remedy, as it deems appropriate under the circumstances. If this Agreement is terminated prior to the Closing, Purchaser shall deliver the Environmental Information to Noble, which Environmental Information shall become the sole property of Noble. At any time upon Noble’s written request to Purchaser, Purchaser shall provide copies of any report of Purchaser’s Environmental Consultant to Noble without charge. (c) If Purchaser or Purchaser’s Environmental Consultant, if applicable, discovers any Environmental Defect prior to the expiration of the Examination Period, Purchaser shall notify Noble prior to the expiration of the Examination Period of such alleged Environmental Defect. To be effective, such notice (an “Environmental Defect Notice”) must (i) be in writing; (ii) be received by Noble prior to the expiration of the Examination Period; (iii) describe the Environmental Defect in reasonable detail, including (A) the specific Asset affected by or associated with such Environmental Defect, (B) if applicable, a site plan showing the location of all sampling events, boring logs and other field notes describing the sampling methods utilized and the field conditions observed, (C) the written conclusion of Purchaser’s Environmental Consultant, if applicable, that an Environmental Defect is believed to exist, which conclusion shall be reasonably substantiated by the factual data gathered during Purchaser’s Environmental Review, and (D) if feasible and applicable, a separate, reasonably specific citation of the provisions of the Environmental Laws alleged to be violated and the related facts that substantiate such violation; (iv) describe the procedures recommended to correct, eliminate or pay the Environmental Defect, together with any related recommendations from Purchaser’s Environmental Consultant, if applicable; and (v) set forth Purchaser’s good faith estimate of the Environmental Defect Value, including the basis for such estimate. Subject to Noble’s representations and indemnity obligations herein, any matters that may otherwise constitute Environmental Defects, but of which Noble has not been specifically notified by Purchaser in accordance with the foregoing, together with any environmental matter that does not constitute an Environmental Defect, shall be deemed to have been waived by Purchaser for purposes of this Section 3.2. Upon the receipt of effective notice from Purchaser, Noble shall have the option, in addition to the remedy set forth in Section 3.2(d), but not the obligation, to (x) attempt to cure such Environmental Defect at any time prior to the date which is ten (10) days prior to the Closing Date, give to Seller written notice of any matter which may be a violation of Environmental Laws, impose a notification obligation on Purchaser or Timberlands II, LLC following Closing, at or require Remediation or further investigation under applicable Environmental Laws, and in connection therewith Purchaser shall furnish to Seller a copy of any report or preliminary report received by Purchaser with respect to any such environmental site assessment. If Seller fails prior to the sole cost and expense Closing Date to cure or satisfy any such matter of Noble which Purchaser gives Seller timely written notice to Purchaser’s reasonable satisfaction (but in no event beyond the Remediation standards established by applicable Environmental Law), then Purchaser may either (i) proceed to Closing subject to such uncured or unsatisfied matter, with no reduction in the Purchase Price, or (yii) exclude if Purchaser’s environmental consultant determines that the condition affects only a portion of the Seller Land or Leasehold Property, proceed to Closing in which case the Purchased Assets affected shall be conveyed, assigned and transferred to Timberlands II, LLC pursuant to the Contribution Agreement exclusive of such objectionable portion (an “Environmental Carve Out”) with such reduction in the Installment Note Purchase Price determined in accordance with paragraph (c) of this Section 11.6. (b) If within one year after the Closing, Seller cures or satisfies any such objectionable environmental matter to the extent required by such applicable Remediation Standards of Environmental Defect Law and notifies Purchaser thereof in writing, Purchaser shall cause Timberlands II, LLC to purchase the Environmental Carve Out from this Agreement and Seller at a price equal to the value by which the Purchase Price was reduced because of the Environmental Carve Out (and otherwise on the terms set forth in this Agreement), provided that the Environmental Carve Out is in substantially the same conditions, reasonable wear and tear excluded, as it was as of the date of Closing. The Parties shall close the purchase and sale of any such Environmental Carve Out on a date sixty days after Seller so notifies Purchaser that the cure or Remediation has been completed, subject to be paid Purchaser’s reasonable approval (or on such other date as Purchaser and Seller may agree), and at Closing such closing the Parties shall take the actions (and bear the costs) with respect to the purchase and sale of such Environmental Carve Out that would have been taken (or borne) by such Party under this Agreement had the Environmental Carve Out been included in the Seller Land or Leasehold Interests, and such closing thereafter shall be reduced by considered the Allocated Value “Closing” with respect to such parcel for all purposes of this Agreement. This Section 11.6(b) shall survive the Closing. (c) For any Environmental Carve Out which is comprised of the Seller Land, Purchaser shall be entitled to a reduction in the Installment Note Purchase Price equal to the fair market value of such Assets Environmental Carve Out if such Allocated Value Environmental Carve Out were not affected by an objectionable environmental matter determined in accordance with this paragraph. For any Environmental Carve Out which is positive comprised of Leasehold Property, Purchaser shall be entitled to a reduction in the Installment Note Purchase Price equal to the discounted cash flows attributable to the applicable Leasehold Interest determined in accordance with this paragraph. Promptly after Purchaser’s delivery of written notice of Purchaser’s election to exclude the Environmental Carve Out from the Purchased Assets, the Parties shall consult and increased by such Allocated Value negotiate with each other in good faith regarding the appropriate reduction in the Installment Note Purchase Price for such Assets if such Allocated Value is negativesaid Environmental Carve Out. If prior to Closing Noble and Purchaser the Parties are unable to reach an agreement as to whether an Environmental Defect exists or, if it does exist, mutually agree on the amount fair market value of the Environmental Defect Value attributable theretoCarve Out, or if applicable, the discounted cash flows with respect to the applicable Leasehold Interest, within thirty (30) days after Purchaser’s delivery of notice of Purchaser’s election to exclude the Environmental Carve Out from the Purchased Assets, then the provisions of Environmental Carve Out shall determined by an Independent Appraiser in accordance with Section 3.5 shall be applicable11.5 (c) above as though the Environmental Carve Out were a “Deleted Parcel.” (d) If Notwithstanding any other Purchaser right to indemnification set forth in Section 14.4, Purchaser shall have no indemnification rights with respect to any Environmental Defect described in a notice delivered in accordance with Section 3.2 is not cured on or before the Closing, then the Purchase Price shall be reduced, subject to Section 3.4, by the Environmental Defect Value of such Environmental DefectCarve Out. (e) As used in this Section 3.2:

Environmental Due Diligence. (a) Purchaser may conduct, and if so, shall have complete within the rightEnvironmental Due Diligence Period and at Purchaser's own expense, environmental investigations for purpose of identifying Environmental Hazards, including, at Purchaser's election, so- called "Phase I" assessments and/or "Phase II" subsurface investigations, by an independent, qualified environmental engineer or the right to cause an environmental consultant acceptable to Purchaser in its sole discretion (“Purchaser’s "Environmental Consultant”), to conduct an environmental review ") of the Assets Real Property during the Environmental Due Diligence Period, provided that Purchaser shall use its commercially reasonable efforts to commence any such investigation within five (5) Business Days from the date hereof. (b) In the event any such environmental investigation involves any subsurface investigation of any of the Real Property, Purchaser shall provide not less than five (5) Business Days notice of same to Sellers, identifying the particular Real Property involved and describing generally the location and extent of the subsurface investigation to be conducted. (c) In the event that any such environmental investigations are not completed within the Environmental Due Diligence Period through no fault of Purchaser or its Environmental Consultant, Purchaser may request, prior to the expiration of the Examination initial thirty (30) day period, an extension of the Environmental Due Diligence Period for a reasonable period of time, not exceeding thirty (“Purchaser’s 30) days, solely to permit completion of such investigations, and Sellers shall approve same, such approval not to be unreasonably withheld or delayed. If so approved, the Environmental Review”). No less than three Due Diligence Period shall be deemed to extend for such additional period of time. (3d) Business Days prior to In the proposed commencement date event that as a result of such investigation, potential Environmental Hazards are disclosed, the Environmental Remediation of which, in the reasonable judgment of Purchaser’s 's Environmental ReviewConsultant, is or will be the responsibility of Sellers, or of Purchaser should it acquire such parcel, and which in the reasonable judgment of Environmental Consultant to a reasonable degree of professional certainty will cost more than fifty thousand dollars ($50,000) (or, in the case of either the Columbia Park Facility or the East Providence Facility, five percent (5%) of the book value thereof on the books of the current owner), Purchaser shall notify Noble deliver to Sellers on or before the close of the commencement Environmental Due Diligence Period the written report of Purchaser’s Environmental Review and shall coordinate the locations of such activities with Noble. The cost and expense of Purchaser’s Environmental Review shall be borne solely by Purchaser. No Person, other than Purchaser’s Environmental Consultant presenting all necessary information regarding the Environmental Hazards and Purchaser’s employees or representatives, may conduct Purchaser’s the Environmental ReviewRemediation required. Noble Sellers shall have the right to have representatives thereof present review and to observe Purchaser’s deliver to Purchaser Sellers' response, which shall include whether Sellers agree or disagree regarding the cost of any such Environmental Review conducted Remediation. Sellers shall deliver such response to Purchaser in Noble’s offices or on writing not more than fifteen (15) days after receipt of such report, and if the Assets. With respect to any samples taken in connection Sellers disagree with Purchaser’s Environmental Review's position, Noble shall be permitted to take split samples. Purchaser agrees to conduct Purchaser’s Environmental Review in a manner so as not to unduly interfere with the business operations of Noble and in compliance with all Applicable Laws, and Purchaser shall exercise due care with respect to Noble’s properties and their condition. (b) Prior to the Closing, unless otherwise required by Applicable Law, Purchaser shall (and shall cause Purchaser’s Environmental Consultant, if applicable, to) treat confidentially any matters revealed by Purchaser’s Environmental Review and any reports or data generated from such review (the “Environmental Information”), and Purchaser shall not (and shall cause Purchaser’s Environmental Consultant, if applicable, to not) disclose any Environmental Information to any Governmental Entity or other third party (other than to any of Purchaser’s shareholders, employees, lenders or representatives that agree to treat such information confidentially in accordance herewith) without the prior written consent of Noble, except to the extent required by Applicable Law. Prior to the Closing, unless otherwise required by Applicable Law, Purchaser may use the Environmental Information only in connection with the transactions contemplated by this Agreement. If Purchaser, Purchaser’s Environmental Consultant, if applicable, or any third party to whom Purchaser has provided any Environmental Information in accordance with this Section 3.2(b) becomes legally compelled to disclose any statement of the Environmental Information, Purchaser shall provide Noble with prompt written notice and Noble may file a protective order, or seek any other remedy, as it deems appropriate under the circumstances. If this Agreement is terminated prior to the Closing, Purchaser shall deliver the Environmental Information to Noble, which Environmental Information shall become the sole property of Noble. At any time upon Noble’s written request to Purchaser, Purchaser shall provide copies of any report of Purchaser’s Environmental Consultant to Noble without charge. (c) If Purchaser or Purchaser’s Environmental Consultant, if applicable, discovers any Environmental Defect prior to the expiration of the Examination Period, Purchaser shall notify Noble prior to the expiration of the Examination Period of such alleged Environmental Defect. To be effective, such notice (an “Environmental Defect Notice”) must (i) be in writing; (ii) be received by Noble prior to the expiration of the Examination Period; (iii) describe the Environmental Defect in reasonable detail, including (A) the specific Asset affected by or associated with such Environmental Defect, (B) if applicable, a site plan showing the location of all sampling events, boring logs and other field notes describing the sampling methods utilized and the field conditions observed, (C) the written conclusion of Purchaser’s Environmental Consultant, if applicable, that an Environmental Defect is believed to exist, which conclusion shall be reasonably substantiated by the factual data gathered during Purchaser’s Environmental Review, and (D) if feasible and applicable, a separate, reasonably specific citation of the provisions of the Environmental Laws alleged to be violated and the related facts that substantiate such violation; (iv) describe the procedures recommended to correct, eliminate or pay the Environmental Defect, together with any related recommendations from Purchaser’s Environmental Consultant, if applicable; and (v) set forth Purchaser’s good faith estimate of the Environmental Defect Value, including the basis reasons for such estimate. Subject to Noble’s representations and indemnity obligations herein, any matters that may otherwise constitute Environmental Defects, but of which Noble has not been specifically notified by Purchaser in accordance with the foregoing, together with any environmental matter that does not constitute an Environmental Defect, shall be deemed to have been waived by Purchaser for purposes of this Section 3.2. Upon the receipt of effective notice from Purchaser, Noble shall have the option, in addition to the remedy set forth in Section 3.2(d), but not the obligation, to (x) attempt to cure such Environmental Defect at any time prior to the Closing, at the sole cost and expense of Noble or (y) exclude the Assets affected by such Environmental Defect from this Agreement and the Purchase Price to be paid at Closing shall be reduced by the Allocated Value for such Assets if such Allocated Value is positive and increased by such Allocated Value for such Assets if such Allocated Value is negative. If prior to Closing Noble and Purchaser are unable to reach an agreement as to whether an Environmental Defect exists or, if it does exist, the amount of the Environmental Defect Value attributable thereto, then the provisions of Section 3.5 shall be applicable. (d) If any Environmental Defect described in a notice delivered in accordance with Section 3.2 is not cured on or before the Closing, then the Purchase Price shall be reduced, subject to Section 3.4, by the Environmental Defect Value of such Environmental Defectdisagreement. (e) As used In the event that Sellers agree with the conclusions of Purchaser's Environmental Consultant in connection with the cost of Environmental Remediation at any parcel of Real Property, Sellers may, at their election: (i) make an adjustment to the Purchase Price for the estimated costs of the Environmental Remediation of any such Environmental Hazard(s) in excess of fifty thousand dollars ($50,000) (or, in the case of either the Columbia Park Facility or the East Providence Facility, five percent (5%) of such book value thereof), which shall not have been completed on or prior to the Closing Date, with respect to such parcel of Real Property; or (ii) take such steps as are necessary to perform Environmental Remediation by the Closing Date (or make provisions to take such steps following the Closing Date as shall be reasonably satisfactory to Sellers and Purchaser); or (iii) lease to Purchaser such parcel of Real Property for an initial period of ten (10) years pursuant to a Lease Agreement in the form specified by Exhibit E(7); provided that if, during the term of such Lease Agreement or renewal or extension thereof Sellers shall deliver to Purchaser a report of an Environmental Consultant certifying that the Environmental Remediation of any Environmental Hazards at or on any such leased parcel of Real Property has been completed, Purchaser shall be required to purchase such parcel of Real Property, at the Real Property Purchase Price, in the event such report is delivered within six (6) months of the Closing Date, and, thereafter, at the fair market value of such real property as agreed to by the parties hereto or, if no such agreement is reached within thirty (30) days of delivery of such report, as determined pursuant to a real estate appraisal performed by an experienced real estate appraiser selected by two other real estate appraisers designated by Sellers and Purchaser, respectively. (f) In the event that Sellers do not agree with the conclusions of Purchaser's Environmental Consultant regarding a parcel of Real Property, the parties agree to refer the matter to a third Environmental Consultant reasonably acceptable to all parties (or, if the parties cannot agree, selected by the parties' respective Environmental Consultants) for dispute resolution as follows: (i) The parties, through their respective Environmental Consultants, may make reasonable presentations to the third Environmental Consultant of their respective positions regarding the cost of Environmental Remediation required to address the identified Environmental Hazards at such parcel of Real Property, and following such presentations, the third Environmental Consultant shall render his or her opinion regarding the extent and cost of the required Environmental Remediation. The parties agree that the determination of the third Environmental Consultant regarding the cost of any required Environmental Remediation shall be final and binding on the parties for purposes of the applicability of this Section 3.2:11.2. In the event that the third Environmental Consultant determines that the cost of such Environmental Remediation will exceed fifty thousand dollars ($50,000) (or, in the case of either the Columbia Park Facility or the East Providence Facility, five percent (5%) of such book value thereof), the provisions of Section 11.2(e), above, shall apply, and Purchaser shall be considered the "prevailing party" for purposes of subparagraph (ii), immediately below. In the event such cost shall be fifty thousand dollars ($50,000) or less, Sellers shall be such "prevailing party". (ii) Each of the parties shall bear their own fees and expenses in connection with the resolution of disputes hereunder, and the fees and expenses of the third Environmental Consultant shall be borne by the party who did not prevail in its position before the third Environmental Consultant. (iii) With respect to any dispute to be resolved hereunder involving a parcel of Real Property located in any state in which environmental professionals are licensed by such state (such as, in Connecticut, "Licensed Environmental Professionals," or in Massachusetts, "Licensed Site Professionals"), each of the three Environmental Consultants participating in the dispute resolution process hereunder shall be so licensed. (g) Purchaser agrees that it and its Environmental Consultant shall conduct any environmental investigations permitted pursuant to this Section with reasonable care and subject to customary practices among environmental consultants and engineers, including without limitation, following completion thereof, the restoration of any site to the extent practicable to its condition prior to such investigation and in the case of any subsurface investigations, the removal of all monitoring wells (unless Seller requests such monitoring wells to xxxxxn). Purchaser's Environmental Consultant xxxx be duly licensed under applicable state laws and provide proof of adequate liability and professional errors and omissions insurance (which insurances shall, in each instance, name Seller as an additional insured upon Seller's request, and shall be in an amount not less than one million dollars ($1,000,000) per claim and ten million dollars ($10,000,000) in the aggregate).

Environmental Due Diligence. (a) Purchaser shall have may conduct at its own expense environmental audits by an independent qualified environmental engineer or consultant (the right, or the right to cause an environmental consultant acceptable to Purchaser in its sole discretion (“Purchaser’s "Environmental Consultant”), to conduct an environmental review ") of the Assets prior to Real Property during the expiration of Environmental Due Diligence Period. In the Examination Period (“Purchaser’s Environmental Review”). No less than three (3) Business Days prior to the proposed commencement date of Purchaser’s Environmental Reviewevent Purchaser conducts a Phase I audit, Purchaser shall notify Noble of use its best efforts to commence such audit within seven (7) days from the commencement of Purchaser’s Environmental Review and shall coordinate the locations of such activities with Noble. The cost and expense of Purchaser’s Environmental Review shall be borne solely by Purchaser. No Person, other than Purchaser’s Environmental Consultant and Purchaser’s employees or representatives, may conduct Purchaser’s Environmental Review. Noble shall have the right to have representatives thereof present to observe Purchaser’s Environmental Review conducted in Noble’s offices or on the Assets. With respect to any samples taken in connection with Purchaser’s Environmental Review, Noble shall be permitted to take split samples. Purchaser agrees to conduct Purchaser’s Environmental Review in a manner so as not to unduly interfere with the business operations of Noble and in compliance with all Applicable Laws, and Purchaser shall exercise due care with respect to Noble’s properties and their conditiondate hereof. (b) Prior to In the Closing, unless otherwise required by Applicable Law, event the Phase I audit of any of the Real Property is not completed within the Environmental Due Diligence Period through no fault of Purchaser shall (and shall cause Purchaser’s or its Environmental Consultant, if applicable, to) treat confidentially any matters revealed by Purchaser’s Environmental Review and any reports or data generated from such review (the “Environmental Information”), and Purchaser shall not (and shall cause Purchaser’s Environmental Consultant, if applicable, to not) disclose any Environmental Information to any Governmental Entity or other third party (other than to any of Purchaser’s shareholders, employees, lenders or representatives that agree to treat such information confidentially in accordance herewith) without the prior written consent of Noble, except to the extent required by Applicable Law. Prior to the Closing, unless otherwise required by Applicable Law, Purchaser may use the Environmental Information only in connection with the transactions contemplated by this Agreement. If Purchaser, Purchaser’s Environmental Consultant, if applicable, or any third party to whom Purchaser has provided any Environmental Information in accordance with this Section 3.2(b) becomes legally compelled to disclose any request an extension of the Environmental Information, Purchaser shall provide Noble with prompt written notice and Noble may file Due Diligence Period for a protective order, or seek any other remedy, as it deems appropriate under the circumstances. If this Agreement is terminated prior reasonable period not exceeding fifteen (15) days solely to the Closing, Purchaser shall deliver the Environmental Information to Noble, which Environmental Information shall become the sole property permit completion of Noble. At any time upon Noble’s written request to Purchaser, Purchaser shall provide copies of any report of Purchaser’s Environmental Consultant to Noble without chargesuch Phase I audit. (c) If In the event that as a result of such Phase I audit, Purchaser or Purchaser’s elects in the exercise of its reasonable business judgment to conduct a Phase II environmental audit by the Environmental ConsultantConsultant of any of the Real Property, if applicable, discovers upon receipt of written notice of such election and a copy of any Environmental Defect report prepared with respect to such Phase I audit evidencing a reasonable basis for such election prior to the expiration of the Examination Period, Purchaser shall notify Noble prior to the expiration of the Examination Period of such alleged Environmental Defect. To be effective, such notice (an “Environmental Defect Notice”) must (i) be in writing; (ii) be received by Noble prior to the expiration of the Examination Period; (iii) describe the Environmental Defect in reasonable detail, including (A) the specific Asset affected by or associated with such Environmental Defect, (B) if applicable, a site plan showing the location of all sampling events, boring logs and other field notes describing the sampling methods utilized and the field conditions observed, (C) the written conclusion of Purchaser’s Environmental Consultant, if applicable, that an Environmental Defect is believed to exist, which conclusion shall be reasonably substantiated by the factual data gathered during Purchaser’s Environmental Review, and (D) if feasible and applicable, a separate, reasonably specific citation of the provisions of the Environmental Laws alleged to be violated and the related facts that substantiate such violation; (iv) describe the procedures recommended to correctDue Diligence Period, eliminate or pay the Environmental Defect, together with any related recommendations from Purchaser’s Environmental Consultant, if applicable; and (v) set forth Purchaser’s good faith estimate of the Environmental Defect Value, including the basis for such estimate. Subject to Noble’s representations and indemnity obligations herein, any matters that may otherwise constitute Environmental Defects, but of which Noble has not been specifically notified by Purchaser in accordance with the foregoing, together with any environmental matter that does not constitute an Environmental Defect, Seller shall be deemed to have been waived by Purchaser for purposes of this Section 3.2. Upon the receipt of effective notice from Purchaser, Noble shall have the option, in addition to the remedy set forth in Section 3.2(d), but not the obligation, to (x) attempt to cure extend such Environmental Defect at any time prior Due Diligence Period for an additional thirty (30) days solely to the Closing, at the sole cost and expense permit completion of Noble or (y) exclude the Assets affected by such Environmental Defect from this Agreement and the Purchase Price to be paid at Closing shall be reduced by the Allocated Value for such Assets if such Allocated Value is positive and increased by such Allocated Value for such Assets if such Allocated Value is negative. If prior to Closing Noble and Purchaser are unable to reach an agreement as to whether an Environmental Defect exists or, if it does exist, the amount of the Environmental Defect Value attributable thereto, then the provisions of Section 3.5 shall be applicablePhase II audit. (d) If In the event that during the Environmental Due Diligence Period or any extension thereof pursuant to this Section, Purchaser shall notify Seller in writing that the Environmental Defect described Consultant has discovered an Environmental Hazards at or on any parcel of the Real Property, the remediation of which, in a notice delivered in accordance with Section 3.2 the reasonable judgment of the Environmental Consultant, is not cured on or before will be the Closingresponsibility of Seller, then or Purchaser should it acquire such parcel, and will cost more than $25,000, Seller may elect to: (i) make an adjustment to the Purchase Price for the estimated remediation costs of any such Environmental Hazard, which shall not have been remediated on or prior to the Closing Date, in excess of $25,000 with respect to such parcel of Real Property; or (ii) take such remediation steps as are necessary to make the Real Property comply with Environmental Laws by the Closing Date (or make provisions to such remediation steps following the Closing Date as shall be reducedreasonably satisfactory to Purchaser); or (iii) lease to Purchaser such parcel of Real Property for a period of ten (10) years pursuant to a Lease Agreement; provided that if, subject during the term of such Lease Agreement or renewal or extension thereof, Seller shall deliver to Purchaser a report of a qualified environmental engineer or consultant certifying that the Environmental Hazard at or on any such leased parcel of Real Property has been remediated to the extent required under applicable Environmental Laws, Purchaser shall be required to purchase such parcel of Real Property, at the Real Property Purchase Price, in the event such report is delivered within six (6) months of the Closing Date, and, thereafter, at the fair market value of such real property as agreed to by the parties hereto or, if no such agreement is reached within thirty (30) days of delivery of such report, as determined pursuant to an appraisal pursuant to Section 3.4, by the Environmental Defect Value of such Environmental Defect14.6. (e) As used in Purchaser agrees that it and its Environmental Consultant shall conduct any Phase I or II audits or other investigations pursuant to this Section 3.2:with reasonable care and subject to customary practices among environmental consultants and engineers, including without limitation, following completion thereof the restoration of any site to the extent practicable to its condition prior to such audit or investigation and the removal of all monitoring wells.

Environmental Due Diligence. (a) Purchaser shall have may conduct at its own expense environmental audits by an independent qualified environmental engineer or consultant (the right, or the right to cause an environmental consultant acceptable to Purchaser in its sole discretion (“Purchaser’s "Environmental Consultant”), to conduct an environmental review ") of the Assets prior to Real Property during the expiration of Environmental Due Diligence Period. In the Examination Period (“Purchaser’s Environmental Review”). No less than three (3) Business Days prior to the proposed commencement date of Purchaser’s Environmental Reviewevent Purchaser conducts a Phase I audit, Purchaser shall notify Noble of use its best efforts to commence such audit within seven (7) days from the commencement of Purchaser’s Environmental Review and shall coordinate the locations of such activities with Noble. The cost and expense of Purchaser’s Environmental Review shall be borne solely by Purchaser. No Person, other than Purchaser’s Environmental Consultant and Purchaser’s employees or representatives, may conduct Purchaser’s Environmental Review. Noble shall have the right to have representatives thereof present to observe Purchaser’s Environmental Review conducted in Noble’s offices or on the Assets. With respect to any samples taken in connection with Purchaser’s Environmental Review, Noble shall be permitted to take split samples. Purchaser agrees to conduct Purchaser’s Environmental Review in a manner so as not to unduly interfere with the business operations of Noble and in compliance with all Applicable Laws, and Purchaser shall exercise due care with respect to Noble’s properties and their conditiondate hereof. (b) Prior to In the Closing, unless otherwise required by Applicable Law, event the Phase I audit of any of the Real Property is not completed within the Environmental Due Diligence Period through no fault of Purchaser shall (and shall cause Purchaser’s or its Environmental Consultant, if applicable, to) treat confidentially any matters revealed by Purchaser’s Environmental Review and any reports or data generated from such review (the “Environmental Information”), and Purchaser shall not (and shall cause Purchaser’s Environmental Consultant, if applicable, to not) disclose any Environmental Information to any Governmental Entity or other third party (other than to any of Purchaser’s shareholders, employees, lenders or representatives that agree to treat such information confidentially in accordance herewith) without the prior written consent of Noble, except to the extent required by Applicable Law. Prior to the Closing, unless otherwise required by Applicable Law, Purchaser may use the Environmental Information only in connection with the transactions contemplated by this Agreement. If Purchaser, Purchaser’s Environmental Consultant, if applicable, or any third party to whom Purchaser has provided any Environmental Information in accordance with this Section 3.2(b) becomes legally compelled to disclose any request an extension of the Environmental Information, Purchaser shall provide Noble with prompt written notice and Noble may file Due Diligence Period for a protective order, or seek any other remedy, as it deems appropriate under the circumstances. If this Agreement is terminated prior reasonable period not exceeding fifteen (15) days solely to the Closing, Purchaser shall deliver the Environmental Information to Noble, which Environmental Information shall become the sole property permit completion of Noble. At any time upon Noble’s written request to Purchaser, Purchaser shall provide copies of any report of Purchaser’s Environmental Consultant to Noble without chargesuch Phase I audit. (c) If In the event that as a result of such Phase I audit, Purchaser or Purchaser’s elects in the exercise of its reasonable business judgment to conduct a Phase II environmental audit by the Environmental ConsultantConsultant of any of the Real Property, if applicable, discovers upon receipt of written notice of such election and a copy of any Environmental Defect report prepared with respect to such Phase I audit evidencing a reasonable basis for such election prior to the expiration of the Examination Period, Purchaser shall notify Noble prior to the expiration of the Examination Period of such alleged Environmental Defect. To be effective, such notice (an “Environmental Defect Notice”) must (i) be in writing; (ii) be received by Noble prior to the expiration of the Examination Period; (iii) describe the Environmental Defect in reasonable detail, including (A) the specific Asset affected by or associated with such Environmental Defect, (B) if applicable, a site plan showing the location of all sampling events, boring logs and other field notes describing the sampling methods utilized and the field conditions observed, (C) the written conclusion of Purchaser’s Environmental Consultant, if applicable, that an Environmental Defect is believed to exist, which conclusion shall be reasonably substantiated by the factual data gathered during Purchaser’s Environmental Review, and (D) if feasible and applicable, a separate, reasonably specific citation of the provisions of the Environmental Laws alleged to be violated and the related facts that substantiate such violation; (iv) describe the procedures recommended to correctDue Diligence Period, eliminate or pay the Environmental Defect, together with any related recommendations from Purchaser’s Environmental Consultant, if applicable; and (v) set forth Purchaser’s good faith estimate of the Environmental Defect Value, including the basis for such estimate. Subject to Noble’s representations and indemnity obligations herein, any matters that may otherwise constitute Environmental Defects, but of which Noble has not been specifically notified by Purchaser in accordance with the foregoing, together with any environmental matter that does not constitute an Environmental Defect, Seller shall be deemed to have been waived by Purchaser for purposes of this Section 3.2. Upon the receipt of effective notice from Purchaser, Noble shall have the option, in addition to the remedy set forth in Section 3.2(d), but not the obligation, to (x) attempt to cure extend such Environmental Defect at any time prior Due Diligence Period for an additional thirty (30) days solely to the Closing, at the sole cost and expense permit completion of Noble or (y) exclude the Assets affected by such Environmental Defect from this Agreement and the Purchase Price to be paid at Closing shall be reduced by the Allocated Value for such Assets if such Allocated Value is positive and increased by such Allocated Value for such Assets if such Allocated Value is negative. If prior to Closing Noble and Purchaser are unable to reach an agreement as to whether an Environmental Defect exists or, if it does exist, the amount of the Environmental Defect Value attributable thereto, then the provisions of Section 3.5 shall be applicablePhase II audit. (d) If In the event that during the Environmental Due Diligence Period or any extension thereof pursuant to this Section, Purchaser shall notify Seller in writing that the Environmental Defect described Consultant has discovered an Environmental Hazards at or on any parcel of the Real Property, the remediation of which, in a notice delivered in accordance with Section 3.2 the reasonable judgment of the Environmental Consultant, is not cured on or before will be the Closingresponsibility of Seller, then or Purchaser should it acquire such parcel, and will cost more than $25,000, Seller may elect to: (i) make an adjustment to the Purchase Price for the estimated remediation costs of any such Environmental Hazard, which shall not have been remediated on or prior to the Closing Date, in excess of $25,000 with respect to such parcel of Real Property; or (ii) take such remediation steps as are necessary to make the Real Property comply with Environmental Laws by the Closing Date (or make provisions to such remediation steps following the Closing Date as shall be reducedreasonably satisfactory to Purchaser); or (iii) lease to Purchaser such parcel of Real Property for a period of ten (10) years pursuant to a Lease Agreement; provided that such Environmental Hazards do no jeopardize the health and safety of Buyer's employees or the public, subject or prevent Purchaser from using the Real Property as it is currently used; provided, further, that if, during the term of such Lease Agreement or renewal or extension thereof, Seller shall deliver to Purchaser a report of a qualified environmental engineer or consultant certifying that the Environmental Hazard at or on any such leased parcel of Real Property has been remediated to the extent required under applicable Environmental Laws, Purchaser shall be required to purchase such parcel of Real Property, at the Real Property Purchase Price, in the event such report is delivered within six (6) months of the Closing Date, and, thereafter, at the fair market value of such real property as agreed to by the parties hereto or, if no such agreement is reached within thirty (30) days of delivery of such report, as determined pursuant to an appraisal pursuant to Section 3.4, by the Environmental Defect Value of such Environmental Defect14.4. (e) As used in Purchaser agrees that it and its Environmental Consultant shall conduct any Phase I or if audits or other investigations pursuant to this Section 3.2:with reasonable care and subject to customary practices among environmental consultants and engineers, including without limitation, following completion thereof the restoration of any site to the extent practicable to its condition prior to such audit or investigation and the removal of all monitoring xxxxx.

Environmental Due Diligence. (a) Purchaser shall have the right, or the right to cause an environmental consultant acceptable to Purchaser in its sole discretion (“Purchaser’s Environmental Consultant”), to conduct an environmental review of the Assets prior to the expiration of the Examination Period (“Purchaser’s Environmental Review”). No less than three (3) Business Days prior to the proposed commencement date of Purchaser’s Environmental Review, Purchaser shall notify Noble of the commencement of Purchaser’s Environmental Review and shall coordinate the locations of such activities with Noble. The cost and expense of Purchaser’s Environmental Review shall be borne solely by Purchaser. No Person, other than Purchaser’s Environmental Consultant and Purchaser’s employees or representatives, may conduct Purchaser’s Environmental Review. Noble shall have the right to have representatives thereof present to observe conduct environmental due diligence (“Due Diligence Study”), at Purchaser’s Environmental Review conducted sole cost and expense, during the sixty (60) day period after the Closing Notice (the “Due Diligence Period”). After Purchaser has delivered the Deposit to the Escrow Agent, Purchaser and its designated agents shall have the right to conduct the Due Diligence Study during the Due Diligence Period in Noble’s offices or on accordance with and subject to this Paragraph 1.3. Should Purchaser determine in its sole and absolute discretion that the Assets. With respect environmental condition of the Premises is not satisfactory, then Purchaser, at its sole and exclusive remedy, may rescind the Closing Notice by written notice to any samples taken in connection with Seller and Escrow Agent prior to expiration of the Due Diligence Period, and Escrow Agent is hereby instructed to return Purchaser’s Environmental Review, Noble shall be permitted Deposit to take split samplesPurchaser. Purchaser agrees to conduct Purchaser’s Environmental Review in a manner so as not to unduly interfere with the business operations of Noble and in compliance with all Applicable Laws, and Purchaser shall exercise due care with respect to Noble’s properties and their condition. (b) Prior to the Closing, unless otherwise required by Applicable LawUpon such rescission, Purchaser shall have no further right to send any Closing Notice under this Article II. The Due Diligence Study may include physical inspections of the Premises, facilities, air, soil, sediment, soil vapor, surface water, and groundwater sampling; environmental assessments and governmental and other records review related to Hazardous Materials or Environmental Law. The Due Diligence Study shall be performed by a Licensed Environmental Professional reasonably satisfactory to Seller. All such work shall be performed in a good, workmanlike, and lien-free manner, in accordance with all legal requirements and sound and recognized environmental and engineering practices, and only after all contractor(s) accessing the Premises have procured such insurance coverages as Seller reasonably deems necessary. Purchaser hereby indemnifies and holds Seller harmless from and defends Seller against any and all claims, losses, costs (and shall cause Purchaser’s Environmental Consultant, if applicable, to) treat confidentially any matters revealed by Purchaser’s Environmental Review and any reports or data generated from such review (the “Environmental Information”including reasonable attorney fees), damages, causes of action, suits and Purchaser shall not (and shall cause Purchaser’s Environmental Consultant, if applicable, liability of every kind for injury to not) disclose any Environmental Information or death of persons or damage to any Governmental Entity or other third party (other than to any property arising out of Purchaser’s shareholdersperformance of its Due Diligence Study but excluding losses due to an environmental condition that existed at the Premises prior to the Commencement Date (“Existing Environmental Condition”) in, employeeson, lenders under or representatives that agree about the Premises, unless Purchaser in undertaking its Due Diligence Study exacerbates an Existing Environmental Condition. Should any Existing Environmental Conditions be exacerbated by Purchaser in undertaking its Due Diligence Study, the obligations of Purchaser to treat such information confidentially indemnify and hold Seller harmless from and defend Seller in accordance herewith) without the prior written consent of Noble, except this Paragraph 1.3 shall only be to the extent required by Applicable Lawthat Purchaser exacerbated the Existing Environmental Conditions and shall exclude any claims arising from the negligence or willful misconduct of Landlord or Seller. Prior to In the Closing, unless otherwise required by Applicable Law, Purchaser may use event the Environmental Information only in connection with the transactions transaction contemplated by this Agreement. If PurchaserArticle II is not closed for any reason, then Purchaser shall reasonably restore the Premises to its original condition, if changed due to the Due Diligence Study, at Purchaser’s Environmental Consultantsole cost. Purchaser shall provide Seller copies of all reports, if applicabledata and/or test results generated by its Due Diligence Study, or within five (5) business days of Purchaser’s receipt of same. Purchaser (on behalf of its assigns, agents, contractors and subcontractors) shall keep the Due Diligence Study and all reports, data and testing results arising therefrom strictly confidential and shall not disclose the same to any third party to whom Purchaser has provided any Environmental Information unless Seller consents thereto in accordance with this Section 3.2(b) becomes legally compelled writing, unless required to disclose any of the Environmental Information, Purchaser shall provide Noble with prompt written notice and Noble may file a protective by applicable law or court order, or seek any other remedy, as it deems appropriate under unless the circumstances. If this Agreement is terminated prior to the Closing, Purchaser shall deliver the Environmental Information to Noble, which Environmental Information shall become the sole property of Noble. At any time upon Noble’s written request to Purchaser, Purchaser shall provide copies of any report of Purchaser’s Environmental Consultant to Noble without chargeClosing occurs. (c) If Purchaser or Purchaser’s Environmental Consultant, if applicable, discovers any Environmental Defect prior to the expiration of the Examination Period, Purchaser shall notify Noble prior to the expiration of the Examination Period of such alleged Environmental Defect. To be effective, such notice (an “Environmental Defect Notice”) must (i) be in writing; (ii) be received by Noble prior to the expiration of the Examination Period; (iii) describe the Environmental Defect in reasonable detail, including (A) the specific Asset affected by or associated with such Environmental Defect, (B) if applicable, a site plan showing the location of all sampling events, boring logs and other field notes describing the sampling methods utilized and the field conditions observed, (C) the written conclusion of Purchaser’s Environmental Consultant, if applicable, that an Environmental Defect is believed to exist, which conclusion shall be reasonably substantiated by the factual data gathered during Purchaser’s Environmental Review, and (D) if feasible and applicable, a separate, reasonably specific citation of the provisions of the Environmental Laws alleged to be violated and the related facts that substantiate such violation; (iv) describe the procedures recommended to correct, eliminate or pay the Environmental Defect, together with any related recommendations from Purchaser’s Environmental Consultant, if applicable; and (v) set forth Purchaser’s good faith estimate of the Environmental Defect Value, including the basis for such estimate. Subject to Noble’s representations and indemnity obligations herein, any matters that may otherwise constitute Environmental Defects, but of which Noble has not been specifically notified by Purchaser in accordance with the foregoing, together with any environmental matter that does not constitute an Environmental Defect, shall be deemed to have been waived by Purchaser for purposes of this Section 3.2. Upon the receipt of effective notice from Purchaser, Noble shall have the option, in addition to the remedy set forth in Section 3.2(d), but not the obligation, to (x) attempt to cure such Environmental Defect at any time prior to the Closing, at the sole cost and expense of Noble or (y) exclude the Assets affected by such Environmental Defect from this Agreement and the Purchase Price to be paid at Closing shall be reduced by the Allocated Value for such Assets if such Allocated Value is positive and increased by such Allocated Value for such Assets if such Allocated Value is negative. If prior to Closing Noble and Purchaser are unable to reach an agreement as to whether an Environmental Defect exists or, if it does exist, the amount of the Environmental Defect Value attributable thereto, then the provisions of Section 3.5 shall be applicable. (d) If any Environmental Defect described in a notice delivered in accordance with Section 3.2 is not cured on or before the Closing, then the Purchase Price shall be reduced, subject to Section 3.4, by the Environmental Defect Value of such Environmental Defect. (e) As used in this Section 3.2:

Environmental Due Diligence. The BSP II Owners shall cause the BSP II Legal Counsel to retain a consultant to conduct, on behalf of the BSP II Owners, a Phase I environmental site assessment and any Phase II environmental site assessment or other environmental investigation the steering committee of the BSP II Owners deems necessary or desirable, prior to transfer of any real property or granting easements to the BSP II Owners from BSP I Owners hereunder. The costs of such environmental due diligence shall be paid for by the BSP II Owners. If Hazardous Substances or other environmental conditions are discovered during such environmental due diligence that the BSP II Owners choose not to assume, the BSP II Owner’s sole options shall be to (a) Purchaser shall have not purchase the rightobjectionable real property from the BSP I Owners under Section 10.01, (b) accept replacement property or easement areas selected pursuant to Section 2.05, or (c) accept remediated property or easement areas as provided in this Section 10.09. Should the environmental due diligence result in environmental remediation requirements by a Governmental Authority, the BSP I Owners, in their sole discretion, may decide to remove the affected real property from the Option to Purchase Contract or Blanket Easement Agreement and propose other property pursuant to Section 2.05 or add the costs of environmental remediation to the purchase price per acre of the affected property to be purchased under the Option to Purchase Contract or to be obtained under the Blanket Easement Agreement. The BSP II Owners may then, in their sole discretion, accept or reject the purchase of, or easements for use upon, such affected property at their option. Any real property sold by the BSP I Owners or easement granted by them shall be “as is, where is” with all faults, including the presence of Hazardous Substances and other environmental conditions. The BSP I Owners shall cooperate fully with such activities, consistent with the cooperation required of the Groups and Parties under Section 18.11 below, and the BSP I Owners hereby grant to the BSP II Owners, the BSP II Legal Counsel, and their consultants, the right to cause an environmental consultant acceptable to Purchaser in its sole discretion (“Purchaser’s Environmental Consultant”), to conduct an environmental review of enter the Assets prior to the expiration of the Examination Period (“Purchaser’s Environmental Review”). No less than three (3) Business Days prior to the proposed commencement date of Purchaser’s Environmental Review, Purchaser shall notify Noble of the commencement of Purchaser’s Environmental Review and shall coordinate the locations of such activities with Noble. The cost and expense of Purchaser’s Environmental Review shall be borne solely by Purchaser. No Person, other than Purchaser’s Environmental Consultant and Purchaser’s employees or representatives, may conduct Purchaser’s Environmental Review. Noble shall have the right to have representatives thereof present to observe Purchaser’s Environmental Review conducted in Noble’s offices or on the Assets. With respect to any samples taken in connection with Purchaser’s Environmental Review, Noble shall be permitted to take split samples. Purchaser agrees to conduct Purchaser’s Environmental Review in a manner so as not to unduly interfere with the business operations of Noble and in compliance with all Applicable Laws, and Purchaser shall exercise due care with respect to Noble’s properties and their condition. (b) Prior to the Closing, unless otherwise required by Applicable Law, Purchaser shall (and shall cause Purchaser’s Environmental Consultant, if applicable, to) treat confidentially any matters revealed by Purchaser’s Environmental Review and any reports or data generated from such review (the “Environmental Information”), and Purchaser shall not (and shall cause Purchaser’s Environmental Consultant, if applicable, to not) disclose any Environmental Information to any Governmental Entity or other third party (other than to any of Purchaser’s shareholders, employees, lenders or representatives that agree to treat such information confidentially in accordance herewith) without the prior written consent of Noble, except to the extent required by Applicable Law. Prior to the Closing, unless otherwise required by Applicable Law, Purchaser may use the Environmental Information only in connection with the transactions contemplated by this Agreement. If Purchaser, Purchaser’s Environmental Consultant, if applicable, or any third party to whom Purchaser has provided any Environmental Information in accordance with this Section 3.2(b) becomes legally compelled to disclose any of the Environmental Information, Purchaser shall provide Noble with prompt written notice and Noble may file a protective order, or seek any other remedy, as it deems appropriate under the circumstances. If this Agreement is terminated prior to the Closing, Purchaser shall deliver the Environmental Information to Noble, which Environmental Information shall become the sole property of Noble. At any time upon Noble’s written request to Purchaser, Purchaser shall provide copies of any report of Purchaser’s Environmental Consultant to Noble without charge. (c) If Purchaser or Purchaser’s Environmental Consultant, if applicable, discovers any Environmental Defect prior to the expiration of the Examination Period, Purchaser shall notify Noble prior to the expiration of the Examination Period of such alleged Environmental Defect. To be effective, such notice (an “Environmental Defect Notice”) must (i) be in writing; (ii) be received by Noble prior to the expiration of the Examination Period; (iii) describe the Environmental Defect in reasonable detail, including (A) the specific Asset affected by or associated with such Environmental Defect, (B) if applicable, a site plan showing the location of all sampling events, boring logs and other field notes describing the sampling methods utilized BSP I Plant Site and the field conditions observedBSP II Plant Site and all improvements located thereon, (C) the written conclusion of Purchaser’s Environmental Consultant, if applicable, that an Environmental Defect is believed to exist, which conclusion shall be reasonably substantiated by the factual data gathered during Purchaser’s Environmental Review, and (D) if feasible and applicable, a separate, reasonably specific citation of the provisions of the Environmental Laws alleged to be violated and the related facts that substantiate such violation; (iv) describe the procedures recommended to correct, eliminate or pay the Environmental Defect, together with any related recommendations from Purchaser’s Environmental Consultant, if applicable; and (v) set forth Purchaser’s good faith estimate of the Environmental Defect Value, including the basis for such estimate. Subject to Noble’s representations and indemnity obligations herein, any matters that may otherwise constitute Environmental Defects, but of which Noble has not been specifically notified by Purchaser in accordance with the foregoing, together with any environmental matter that does not constitute an Environmental Defect, shall be deemed to have been waived by Purchaser for purposes of this Section 3.2. Upon the receipt of effective notice from Purchaser, Noble shall have the option, in addition to the remedy set forth in Section 3.2(d), but not the obligation, to (x) attempt to cure conducting such Environmental Defect at any time prior to the Closing, at the sole cost and expense of Noble or (y) exclude the Assets affected by such Environmental Defect from this Agreement and the Purchase Price to be paid at Closing shall be reduced by the Allocated Value for such Assets if such Allocated Value is positive and increased by such Allocated Value for such Assets if such Allocated Value is negative. If prior to Closing Noble and Purchaser are unable to reach an agreement as to whether an Environmental Defect exists or, if it does exist, the amount of the Environmental Defect Value attributable thereto, then the provisions of Section 3.5 shall be applicableactivities. (d) If any Environmental Defect described in a notice delivered in accordance with Section 3.2 is not cured on or before the Closing, then the Purchase Price shall be reduced, subject to Section 3.4, by the Environmental Defect Value of such Environmental Defect. (e) As used in this Section 3.2:

Environmental Due Diligence. (a1) Purchaser Commencing on the Effective Date, Buyer and its engineers, architects, and other agents shall have a period of One Hundred Eighty (180) days (the “Due Diligence Period”) within which to undertake such physical inspections and other investigations of, and inquiries concerning, the Property as may be necessary in order for Buyer to evaluate the physical characteristics of the Property, including environmental conditions, as well as such other matters as may be deemed by Buyer to be reasonably necessary to generally evaluate the Property and determine the feasibility and advisability of Buyer’s purchase of the Property for the Intended Use. In the event Buyer determines in its reasonable discretion, that the Property is not suitable for Buyer’s intended use, Buyer may by notice given to Seller prior to expiration of the Due Diligence Period, terminate this Contract. (2) For purposes of undertaking physical inspections and investigations of the Property, including but not limited to the Survey, Environmental Phase I, Environmental Phase II, soil studies, asbestos studies, topographical survey, zoning review, water, sewer availability and capacity, ingress/egress, preliminary planning review, covenants and restrictions, coverage ratio, and construction time, Seller hereby grants to Buyer and its agents full right of entry upon the Property and any part thereof during the Due Diligence Period and, as long as this Contract has not been terminated, thereafter until Closing. Buyer, as a condition to its exercise of such right of entry, shall defend, indemnify and save and hold Seller harmless as the result of all claims and judgments arising out of the same incident or occurrence for any claim or judgment or portions thereof, from and against any and all loss, damage, liability, suit, claim, cost or expense (including reasonable attorneys’ fees and reasonable attorneys’ fees to enforce this indemnification) arising from the exercise by Buyer or its engineers, architects, consultants or agents of Buyer’s rights hereunder. (3) Buyer shall select its own consultants, engineers, and all other related professionals to make its own investigation and determination as to the accuracy or acceptability of any and all matters regarding the Property and the documents. (4) If Xxxxx has not terminated this Contract in writing received by Seller on or prior to expiration of the Due Diligence Period, the First Deposit shall be completely non-refundable (regardless of whether Buyer proceeds to Closing) and shall be deemed fully earned by Seller, except in the event of Seller default. If Buyer terminates this Contract in writing received by Seller on or prior to expiration of the Due Diligence Period, this Contract shall terminate and the Deposit shall be returned to Buyer and except as otherwise provided herein, neither party shall have any further liability or obligation hereunder. (5) If Buyer elects, prior to expiration of the Due Diligence Period, not to proceed hereunder: (i) Buyer shall deliver to Seller (at no cost to Seller) copies of all reports, studies and surveys prepared by or for Buyer with respect to the Property, and (ii) Buyer shall receive back the Deposit and except as provided otherwise, this Contract and all rights and obligations of the parties hereunder shall thereupon cease, terminate and be null and void. (6) Buyer shall have the right, or one-time option to extend the right to cause Due Diligence Period for an environmental consultant acceptable to Purchaser in its sole discretion (“Purchaser’s Environmental Consultant”), to conduct an environmental review of the Assets prior to the expiration of the Examination Period (“Purchaser’s Environmental Review”). No less than three (3) Business Days prior to the proposed commencement date of Purchaser’s Environmental Review, Purchaser shall notify Noble of the commencement of Purchaser’s Environmental Review and shall coordinate the locations of such activities with Noble. The cost and expense of Purchaser’s Environmental Review shall be borne solely by Purchaser. No Person, other than Purchaser’s Environmental Consultant and Purchaser’s employees or representatives, may conduct Purchaser’s Environmental Review. Noble shall have the right to have representatives thereof present to observe Purchaser’s Environmental Review conducted in Noble’s offices or on the Assets. With respect to any samples taken in connection with Purchaser’s Environmental Review, Noble shall be permitted to take split samples. Purchaser agrees to conduct Purchaser’s Environmental Review in a manner so as not to unduly interfere with the business operations of Noble and in compliance with all Applicable Laws, and Purchaser shall exercise due care with respect to Noble’s properties and their condition. (b) Prior to the Closing, unless otherwise required by Applicable Law, Purchaser shall (and shall cause Purchaser’s Environmental Consultant, if applicable, to) treat confidentially any matters revealed by Purchaser’s Environmental Review and any reports or data generated from such review (the “Environmental Information”), and Purchaser shall not (and shall cause Purchaser’s Environmental Consultant, if applicable, to not) disclose any Environmental Information to any Governmental Entity or other third party (other than to any of Purchaser’s shareholders, employees, lenders or representatives that agree to treat such information confidentially in accordance herewith) without the prior written consent of Noble, except to the extent required by Applicable Law. Prior to the Closing, unless otherwise required by Applicable Law, Purchaser may use the Environmental Information only in connection with the transactions contemplated by this Agreement. If Purchaser, Purchaser’s Environmental Consultant, if applicable, or any third party to whom Purchaser has provided any Environmental Information in accordance with this Section 3.2(b) becomes legally compelled to disclose any of the Environmental Information, Purchaser shall provide Noble with prompt written notice and Noble may file a protective order, or seek any other remedy, as it deems appropriate under the circumstances. If this Agreement is terminated prior to the Closing, Purchaser shall deliver the Environmental Information to Noble, which Environmental Information shall become the sole property of Noble. At any time upon Noble’s written request to Purchaser, Purchaser shall provide copies of any report of Purchaser’s Environmental Consultant to Noble without charge. (c) If Purchaser or Purchaser’s Environmental Consultant, if applicable, discovers any Environmental Defect prior to the expiration of the Examination Period, Purchaser shall notify Noble prior to the expiration of the Examination Period of such alleged Environmental Defect. To be effective, such notice (an “Environmental Defect Notice”) must (i) be in writing; (ii) be received by Noble prior to the expiration of the Examination Period; (iii) describe the Environmental Defect in reasonable detail, including (A) the specific Asset affected by or associated with such Environmental Defect, (B) if applicable, a site plan showing the location of all sampling events, boring logs and other field notes describing the sampling methods utilized and the field conditions observed, (C) the written conclusion of Purchaser’s Environmental Consultant, if applicable, that an Environmental Defect is believed to exist, which conclusion shall be reasonably substantiated by the factual data gathered during Purchaser’s Environmental Review, and (D) if feasible and applicable, a separate, reasonably specific citation of the provisions of the Environmental Laws alleged to be violated and the related facts that substantiate such violation; (iv) describe the procedures recommended to correct, eliminate or pay the Environmental Defect, together with any related recommendations from Purchaser’s Environmental Consultant, if applicable; and (v) set forth Purchaser’s good faith estimate of the Environmental Defect Value, including the basis for such estimate. Subject to Noble’s representations and indemnity obligations herein, any matters that may otherwise constitute Environmental Defects, but of which Noble has not been specifically notified by Purchaser in accordance with the foregoing, together with any environmental matter that does not constitute an Environmental Defect, shall be deemed to have been waived by Purchaser for purposes of this Section 3.2. Upon the receipt of effective notice from Purchaser, Noble shall have the option, in addition to the remedy set forth in Section 3.2(d), but not the obligation, to (x) attempt to cure such Environmental Defect at any time prior to the Closing, at the sole cost and expense of Noble or (y) exclude the Assets affected by such Environmental Defect from this Agreement and the Purchase Price to be paid at Closing shall be reduced by the Allocated Value for such Assets if such Allocated Value is positive and increased by such Allocated Value for such Assets if such Allocated Value is negative. If prior to Closing Noble and Purchaser are unable to reach an agreement as to whether an Environmental Defect exists or, if it does exist, the amount of the Environmental Defect Value attributable thereto, then the provisions of Section 3.5 shall be applicable. (d) If any Environmental Defect described in a notice delivered in accordance with Section 3.2 is not cured on or before the Closing, then the Purchase Price shall be reduced, subject to Section 3.4, by the Environmental Defect Value of such Environmental Defect. (e) As used in this Section 3.2:additional ninety

Environmental Due Diligence. (a) Subject to Section 7.1, the Seller and the Project Company shall permit the Purchaser shall to have reasonable access to the rightProject during normal business hours, or in such a manner as will not unreasonably interfere with operations at the right Project, to cause an perform, at the Purchaser’s sole expense, a Phase I environmental assessment of the Project pursuant to ASTM Standard E 1527-05 conducted by a nationally recognized environmental consultant acceptable to Purchaser in its sole discretion approved by the Seller (“Purchaser’s Environmental Consultant”whose approval shall not be unreasonably withheld), to conduct an and, if determined necessary by the Purchaser, a Phase II environmental review site assessment conducted by a nationally recognized environmental consultant approved by the Seller. The Purchaser or its representative shall provide notice of the Assets prior date of the site visit to the expiration of the Examination Period (“Purchaser’s Environmental Review”). No less than designated Project manager at least three (3) Business Days prior to the proposed commencement date of Purchaser’s Environmental Review, Purchaser shall notify Noble in advance of the commencement of such visit. The Purchaser shall disclose to the Seller and the Project Company all of the results of any such Phase I or II environmental investigation, including providing copies of all reports generated in or as a result of such investigation (excluding any draft reports prepared at the direction of counsel or reports prepared by such counsel for the Purchaser) within three (3) Business Days of the Purchaser’s Environmental Review and receipt thereof. (b) The scope of work for such Phase II assessments or sampling shall coordinate be approved by the locations Seller prior to the commencement of any such activities with Nobleassessment or sampling. The cost Purchaser shall provide the Seller the opportunity to take, at Seller’s expense, split sampling during any sampling event. The Purchaser shall provide to Seller the complete results of any such assessment or sampling, including all laboratory analyses, field notes, boring logs, and expense the like, including the interpretation of the results by the Purchaser’s Environmental Review environmental consultant (and in the event the Seller elects to take split sampling, the Seller shall provide such results to the Purchaser). Except as provided in this Section 7.11, Purchaser shall not disclose the proposed Phase II assessments or sampling or the results thereof to any Person. The Purchaser shall be borne solely responsible for the disposal of all sampling material and media. (c) In the event that the results of Phase II assessments or sampling indicate a condition for which Environmental, Health and Safety Laws require further investigation, remediation, or other similar response, the Seller shall be entitled to exercise, at its sole discretion, one of the following options: within five (5) Business Days of receiving such assessment (including all of the information required by Purchaser. No Personthis Section 7.11 to be disclosed to Seller), other than notifying the Purchaser in writing of the Seller’s intention to either (A) further investigate, remediate or otherwise respond to any such condition indicated by the Phase II assessments or sampling, at Seller’s sole expense, prior to the Closing or within a reasonable time thereafter or (B) not further investigate, remediate or otherwise respond to any such condition, in which event, the Purchaser may either (1) remediate or otherwise respond to such condition at the Purchaser’s Environmental Consultant and Purchaser’s employees sole expense subsequent to the Closing or representatives(2) terminate this Agreement; provided, may conduct Purchaser’s Environmental Review. Noble that if the condition indicated by the Phase II assessments or sampling is reasonably likely to result in a Project Company Material Adverse Effect, then the Seller shall have the right to have representatives thereof present to observe Purchaser’s Environmental Review conducted in Noble’s offices or on the Assets. With respect to any samples taken in connection with Purchaser’s Environmental Review, Noble shall be permitted to take split samples. Purchaser agrees to conduct Purchaser’s Environmental Review in a manner so as not to unduly interfere with the business operations of Noble and in compliance with all Applicable Laws, and Purchaser shall exercise due care with respect to Noble’s properties and their condition. (b) Prior to the Closing, unless otherwise required by Applicable Law, Purchaser shall (and shall cause Purchaser’s Environmental Consultant, if applicable, to) treat confidentially any matters revealed by Purchaser’s Environmental Review and any reports or data generated from such review (the “Environmental Information”), and Purchaser shall not (and shall cause Purchaser’s Environmental Consultant, if applicable, to not) disclose any Environmental Information to any Governmental Entity or other third party (other than to any of Purchaser’s shareholders, employees, lenders or representatives that agree to treat such information confidentially in accordance herewith) without the prior written consent of Noble, except to the extent required by Applicable Law. Prior to the Closing, unless otherwise required by Applicable Law, Purchaser may use the Environmental Information only in connection with the transactions contemplated by terminate this Agreement. If Purchaser, Purchaser’s Environmental Consultant, if applicable, or any third party to whom Purchaser has provided any Environmental Information in accordance with this Section 3.2(b) becomes legally compelled to disclose any of the Environmental Information, Purchaser shall provide Noble with prompt written notice and Noble may file a protective order, or seek any other remedy, as it deems appropriate under the circumstances. If this Agreement is terminated prior to the Closing, Purchaser shall deliver the Environmental Information to Noble, which Environmental Information shall become the sole property of Noble. At any time upon Noble’s written request to Purchaser, Purchaser shall provide copies of any report of Purchaser’s Environmental Consultant to Noble without charge. (c) If Purchaser or Purchaser’s Environmental Consultant, if applicable, discovers any Environmental Defect prior to the expiration of the Examination Period, Purchaser shall notify Noble prior to the expiration of the Examination Period of such alleged Environmental Defect. To be effective, such notice (an “Environmental Defect Notice”) must (i) be in writing; (ii) be received by Noble prior to the expiration of the Examination Period; (iii) describe the Environmental Defect in reasonable detail, including (A) the specific Asset affected by or associated with such Environmental Defect, (B) if applicable, a site plan showing the location of all sampling events, boring logs and other field notes describing the sampling methods utilized and the field conditions observed, (C) the written conclusion of Purchaser’s Environmental Consultant, if applicable, that an Environmental Defect is believed to exist, which conclusion shall be reasonably substantiated by the factual data gathered during Purchaser’s Environmental Review, and (D) if feasible and applicable, a separate, reasonably specific citation of the provisions of the Environmental Laws alleged to be violated and the related facts that substantiate such violation; (iv) describe the procedures recommended to correct, eliminate or pay the Environmental Defect, together with any related recommendations from Purchaser’s Environmental Consultant, if applicable; and (v) set forth Purchaser’s good faith estimate of the Environmental Defect Value, including the basis for such estimate. Subject to Noble’s representations and indemnity obligations herein, any matters that may otherwise constitute Environmental Defects, but of which Noble has not been specifically notified by Purchaser in accordance with the foregoing, together with any environmental matter that does not constitute an Environmental Defect, shall be deemed to have been waived by Purchaser for purposes of this Section 3.2. Upon the receipt of effective notice from Purchaser, Noble shall have the option, in addition to the remedy set forth in Section 3.2(d), but not the obligation, to (x) attempt to cure such Environmental Defect at any time prior to the Closing, at the sole cost and expense of Noble or (y) exclude the Assets affected by such Environmental Defect from this Agreement and the Purchase Price to be paid at Closing shall be reduced by the Allocated Value for such Assets if such Allocated Value is positive and increased by such Allocated Value for such Assets if such Allocated Value is negative. If prior to Closing Noble and Purchaser are unable to reach an agreement as to whether an Environmental Defect exists or, if it does exist, the amount of the Environmental Defect Value attributable thereto, then the provisions of Section 3.5 shall be applicable. (d) If In the event that Seller and Purchaser fail to agree, after exercising good faith efforts to agree, on any Environmental Defect described of the following issues, the Seller or the Purchaser may initiate arbitration of such dispute as provided in this Section 7.11. The issues for which such arbitration shall be available include: (i) whether the results of Purchaser’s Phase II investigation, taking into account any results of such Phase II investigation conducted by Seller, constitute a condition for which Environmental, Health and Safety Laws require further investigation, remediation or further similar response; (ii) if Seller exercises the option set forth in Subsection 7.11(c)(A) hereof, whether Seller has performed or completed such further investigation, remediation or further similar response required by Environmental, Health and Safety Laws (including whether Seller has so performed or completed within a reasonable time after the Closing); or (iii) whether the results of Purchaser’s Phase II investigation, taking into account any results of such Phase II investigation conducted by Seller, constitute a condition that is reasonably likely to result in a notice delivered in accordance with Section 3.2 is not cured on or before the Closing, then the Purchase Price shall be reduced, subject to Section 3.4, by the Environmental Defect Value of such Environmental DefectProject Company Material Adverse Effect. (e) As used in this Section 3.2:In the event either the Seller or the Purchaser elects to initiate arbitration pursuant to Subsection 7.11(d) hereof by written notice to the other, such dispute shall be resolved by the decision of a panel of Environmental Professionals, one each chosen by the Seller and the Purchaser, and the third (to act as chairman) chosen by the other two arbiters (the “Arbitration Panel”); provided, that if the chairman of the Arbitration Panel is not appointed within five (5) days of the notice of a dispute, then the parties may apply to the American Arbitration Association for the purpose of appointing such chairman, who shall have the qualifications set forth herein..