Common use of Environmental Remediation Clause in Contracts

Environmental Remediation. (a) Any Remediation for which an Indemnified Party seeks indemnification from Sellers under this Section 11 shall be governed by this Section 11.3. (b) Buyer Indemnified Parties shall have the right to perform Remediation and seek indemnification from Sellers for related costs or shall, at their sole option, elect to have Sellers perform all or a portion of such Remediation. (c) Any Party performing a Remediation the cost of which is the responsibility of Sellers pursuant to Section 11 of this Agreement (“Performing Party”) shall: (i) provide written notification to the other Party (“Other Party”) that it intends to perform Remediation prior to commencing any such Remediation; (ii) shall select a qualified consultant to oversee the Remediation, subject to the approval of the Other Party, whose approval shall not be unreasonably withheld; (iii) provide the Other Party with a reasonable opportunity to comment in advance upon any material written communications, filings, reports, correspondence or other writings given to any Governmental Entity in connection with such Remediation and consider timely provided comments in good faith; (iv) to the extent practical, provide the Other Party with a reasonable opportunity to participate in any meetings with any Governmental Authority regarding the Remediation at such Other Party’s sole cost and expense; (v) comply with applicable Laws; (vi) minimize costs in conducting any Remediation and employ cost-effective Remediation methods that are commercially reasonable under the circumstances; (vii) use risk based clean-up standards and employ deed restrictions and institutional and engineering controls to the extent commercially reasonable; (viii) allow the Other Party or their agents reasonable access to the Casablanca Properties for purposes of observing the Remediation so long as such Other Party and its agents do not interfere with the Remediation or the operation of the business conducted thereon; (ix) keep the Other Party reasonably informed of the progress of any such Remediation and the schedule for completing such Remediation; (x) within five (5) business days of receipt, use commercially reasonable efforts to provide to the Other Party copies of all material written communications, filings, reports, correspondence or other writings, photographs or materials received from any Person (including any Governmental Authority) in connection with the performance of any such Remediation; and (xi) use commercially reasonable efforts to preserve any rights the Other Party may have against insurers or other third parties. (d) Buyer shall permit Sellers and their representatives and consultants access to the applicable real property (i) for purpose of performing the Remediation, to the extent Sellers are performing the Remediation, so long as Sellers use commercially reasonable efforts to minimize interference with the business conducted thereon and (ii) for observing and monitoring the Remediation if Buyer is performing the Remediation, so long as Sellers uses commercially reasonable efforts to minimize interference with Buyer’s Remediation or the business conducted thereon. Following completion of any Remediation performed by Sellers, Sellers shall promptly return the real property to substantially the same condition in which it existed prior to the commencement of the Remediation (other than with respect to the presence of Hazardous Materials). Buyer Indemnified Parties shall reasonably cooperate with Sellers with respect to any Remediation performed by Sellers in accordance with this Section 11.3.

Environmental Remediation. (a) Any Remediation for which an Indemnified Party seeks indemnification from Sellers under this Section 11 shall be governed by this Section 11.3. (b) Buyer Indemnified Parties shall have the right to perform Remediation and seek indemnification from Sellers for related costs or shall, at their sole option, elect to have Sellers perform all or a portion of such Remediation. (c) Any Party performing a Remediation the cost of which is the responsibility of Sellers pursuant to Section 11 of this Agreement (“Performing Party”) shall: (i) provide written notification to the other Party (“Other Party”) that it intends to perform Remediation prior to commencing any such Remediation; (ii) shall select a qualified consultant to oversee the Remediation, subject to the approval of the Other Party, whose approval shall not be unreasonably withheld; (iii) provide the Other Party with a reasonable opportunity to comment in advance upon any material written communications, filings, reports, correspondence or other writings given to any Governmental Entity in connection with such Remediation and consider timely provided comments in good faith; (iv) to the extent practical, provide the Other Party with a reasonable opportunity to participate in any meetings with any Governmental Authority regarding the Remediation at such Other Party’s sole cost and expense; (v) comply with applicable Laws; (vi) minimize costs in conducting any Remediation and employ cost-effective Remediation methods that are commercially reasonable under the circumstances; (vii) use risk based clean-up standards and employ deed restrictions and institutional and engineering controls to the extent commercially reasonable; (viii) allow the Other Party or their agents reasonable access to the Acquired Properties and Casablanca Properties for purposes of observing the Remediation so long as such Other Party and its agents do not interfere with the Remediation or the operation of the business conducted thereon; (ix) keep the Other Party reasonably informed of the progress of any such Remediation and the schedule for completing such Remediation; (x) within five (5) business days Business Days of receipt, use commercially reasonable efforts to provide to the Other Party copies of all material written communications, filings, reports, correspondence or other writings, photographs or materials received from any Person (including any Governmental Authority) in connection with the performance of any such Remediation; and (xi) use commercially reasonable efforts to preserve any rights the Other Party may have against insurers or other third parties. (d) Buyer shall permit Sellers and their representatives and consultants access to the applicable real property (i) for purpose of performing the Remediation, to the extent Sellers are performing the Remediation, so long as Sellers use commercially reasonable efforts to minimize interference with the business conducted thereon and (ii) for observing and monitoring the Remediation if Buyer is performing the Remediation, so long as Sellers uses commercially reasonable efforts to minimize interference with Buyer’s Remediation or the business conducted thereon. Following completion of any Remediation performed by Sellers, Sellers shall promptly return the real property to substantially the same condition in which it existed prior to the commencement of the Remediation (other than with respect to the presence of Hazardous Materials). Buyer Indemnified Parties shall reasonably cooperate with Sellers with respect to any Remediation performed by Sellers in accordance with this Section 11.3.

Environmental Remediation. (ai) Any Remediation If any investigation, site monitoring, cleanup, removal, restoration or other remedial work of any kind or nature is required pursuant to an order or directive of any Governmental Authority or under any applicable Environmental Law, because of or in connection with the current or future presence, suspected presence, Release or suspected Release of a Hazardous Substance on, under or from the Property or any portion thereof (collectively, the “Remedial Work”), Borrower shall promptly commence and diligently prosecute to completion all such Remedial Work, and shall conduct such Remedial Work in accordance with applicable Environmental Laws. In all events, such Remedial Work shall be commenced within such period of time as required under any applicable Environmental Law; provided, however, that Borrower shall not be required to commence such Remedial Work within the above specified time periods: (x) if prevented from doing so by any Governmental Authority, (y) if commencing such Remedial Work within such time periods would result in Borrower or such Remedial Work violating any Environmental Law or (z) if Borrower, at its expense and after prior notice to Agent, is contesting by appropriate legal, administrative or other proceedings conducted in good faith and with due diligence the need to perform Remedial Work, as long as (1) Borrower is permitted by the applicable Environmental Laws to delay performance of the Remedial Work pending such proceedings, (2) neither the Property nor any part thereof or interest therein shall be sold, forfeited or lost if Borrower does not perform the Remedial Work being contested, and Borrower would have the opportunity to do so, in the event of Borrower’s failure to prevail in the contest, (3) the Lenders would not, by virtue of such permitted contest, be exposed to any risk of any civil liability for which an Indemnified Party seeks indemnification Borrower has not furnished additional security as provided in clause (4) below, or to any risk of criminal liability, and neither the Property nor any interest therein would be subject to the imposition of any lien for which Borrower has not furnished additional security as provided in clause (4) below, as a result of the failure to perform such Remedial Work and (4) Borrower shall have furnished to the Agent additional security in respect of the Remedial Work being contested and the loss or damage that may result from Sellers under this Section 11 shall Borrower’s failure to prevail in such contest in such amount as may be governed reasonably requested by this Section 11.3the Agent. (b) Buyer Indemnified Parties shall have the right to perform Remediation and seek indemnification from Sellers for related costs or shall, at their sole option, elect to have Sellers perform all or a portion of such Remediation. (c) Any Party performing a Remediation the cost of which is the responsibility of Sellers pursuant to Section 11 of this Agreement (“Performing Party”) shall: (i) provide written notification to the other Party (“Other Party”) that it intends to perform Remediation prior to commencing any such Remediation; (ii) If requested by the Agent, all Remedial Work under clause (A) above shall select be performed by contractors, and under the supervision of a qualified consultant to oversee consulting Engineer, each approved in advance by the Remediation, subject to the approval of the Other Party, whose Agent which approval shall not be unreasonably withheld; (iii) provide the Other Party with a reasonable opportunity to comment in advance upon any material written communications, filings, reports, correspondence withheld or other writings given to any Governmental Entity delayed. Borrower shall pay all costs and expenses reasonably incurred in connection with such Remediation Remedial Work. If Borrower does not timely commence and consider timely provided comments in good faith; diligently prosecute to completion the Remedial Work, the Agent may (iv) but shall not be obligated to), upon 30 days prior written notice to Borrower of its intention to do so, cause such Remedial Work to be performed. Borrower shall pay or reimburse the extent practicalAgent on demand for all expenses (including reasonable attorneys’ fees and disbursements, provide the Other Party with a reasonable opportunity to participate in any meetings with any Governmental Authority regarding the Remediation at such Other Party’s sole cost but excluding internal overhead, administrative and expense; (v) comply with applicable Laws; (vi) minimize similar costs in conducting any Remediation and employ cost-effective Remediation methods that are commercially reasonable under the circumstances; (vii) use risk based clean-up standards and employ deed restrictions and institutional and engineering controls to the extent commercially reasonable; (viii) allow the Other Party or their agents reasonable access to the Casablanca Properties for purposes of observing the Remediation so long as such Other Party and its agents do not interfere with the Remediation or the operation of the business conducted thereon; (ixLenders) keep reasonably relating to or incurred by the Other Party reasonably informed of the progress of any such Remediation and the schedule for completing such Remediation; (x) within five (5) business days of receipt, use commercially reasonable efforts to provide to the Other Party copies of all material written communications, filings, reports, correspondence or other writings, photographs or materials received from any Person (including any Governmental Authority) Agent in connection with the performance of monitoring, reviewing or performing any such Remediation; and (xi) use commercially reasonable efforts to preserve any rights the Other Party may have against insurers or other third partiesRemedial Work in accordance herewith. (diii) Buyer Borrower shall permit Sellers and their representatives and consultants access not commence any Remedial Work under clause (A) above, nor enter into any settlement agreement, consent decree or other compromise relating to any Hazardous Substances or Environmental Laws without providing notice to the applicable real property (i) for purpose of performing Agent as provided in Section 5.1(f). Notwithstanding the Remediationforegoing, to if the extent Sellers are performing the Remediation, so long as Sellers use commercially reasonable efforts to minimize interference with the business conducted thereon and (ii) for observing and monitoring the Remediation if Buyer is performing the Remediation, so long as Sellers uses commercially reasonable efforts to minimize interference with Buyer’s Remediation presence or the business conducted thereon. Following completion of any Remediation performed by Sellers, Sellers shall promptly return the real property to substantially the same condition in which it existed prior to the commencement of the Remediation (other than with respect to the threatened presence of Hazardous Materials)Substances on, under, about or emanating from the Property poses an immediate threat to the health, safety or welfare of any Person or the environment, or is of such a nature that an immediate response is necessary or required under applicable Environmental Law, Borrower may complete all necessary Remedial Work. Buyer Indemnified Parties In such events, Borrower shall reasonably cooperate with Sellers with respect to notify Agent as soon as practicable and, in any Remediation performed by Sellers in accordance with this Section 11.3event, within three Business Days, of any action taken.

Environmental Remediation. (a) Any In the event any Remediation is required in connection with or related to any breach of Section 3.17 or any indemnification obligation under this ARTICLE IX, Seller shall have the right, but not the obligation to perform such Remediation. Buyer Indemnified Parties shall permit Seller and its representatives and consultants access to the applicable Real Property for which an purposes of performing such Remediation, to the extent Seller is performing such Remediation, or for observing and monitoring the Remediation, if a Buyer Indemnified Party seeks indemnification from Sellers under is performing such Remediation. If Seller is performing such Remediation, Seller shall use commercially reasonable efforts to minimize any disruptions to the Business. Following completion of any such Remediation performed by Seller, Seller shall promptly return the relevant real property to substantially the same condition in which it existed prior to the commencement of such Remediation (other than with respect to the presence of Hazardous Substances). Buyer Indemnified Parties shall reasonably cooperate with Seller with respect to any Remediation performed by Seller in accordance with this Section 11 shall be governed by this Section 11.39.8. (b) Buyer Indemnified Parties Any party performing Remediation required in connection with or related to any breach of Section 3.17 or any indemnification obligation under this ARTICLE IX shall have the right to perform Remediation and seek indemnification from Sellers for related costs or shall, at their sole option, elect to have Sellers perform all or a portion of such Remediation. (c) Any Party performing a Remediation the cost of which is the responsibility of Sellers pursuant to Section 11 of this Agreement (“Performing Party”) shall: (i) provide written notification to the other Party party (for purposes of this Section 9.8(b), the “Other Party”) that it intends to perform Remediation prior to commencing any such Remediation; (ii) shall select a qualified consultant to oversee the Remediation, subject to the approval of the Other Party, whose approval shall not be unreasonably withheld; (iii) provide the Other Party with a reasonable opportunity to comment in advance upon any material written communications, filings, reports, correspondence or other writings given to any Governmental Entity Authority in connection with such Remediation and consider timely provided comments in good faith; (iv) to the extent practical, provide the Other Party with a reasonable opportunity to participate in any meetings with any Governmental Authority regarding the Remediation at such Other Party’s sole cost and expense; (v) comply with applicable Laws; (vi) minimize costs in conducting any Remediation and Remediation; (vii) employ cost-effective Remediation methods that are commercially reasonable under the circumstances; (viiviii) use risk based clean-up standards and employ deed restrictions and institutional and engineering controls to the extent commercially reasonable; (viii) allow the Other Party or their agents reasonable access to the Casablanca Properties for purposes of observing the Remediation so long as such Other Party and its agents do not interfere with the Remediation or the operation of the business conducted thereon; (ix) keep the Other Party reasonably informed of the progress of any such Remediation and the schedule for completing such Remediation; (x) within five (5) business days Business Days of receipt, use commercially reasonable efforts to provide to the Other Party copies of all material written communications, filings, reports, correspondence or other writings, photographs or materials received from any Person (including any Governmental Authority) in connection with the performance of any such Remediation; and (xi) use commercially reasonable efforts to preserve any rights the Other Party may have against insurers or other third parties. (dc) Buyer shall permit Sellers and their representatives and consultants access Notwithstanding anything to the applicable real property contrary in this Agreement, Seller shall have no Liability for Losses arising from or in connection with (i) for purpose of performing the Remediationany Remediation that is not required by Law or a Governmental Order, to the extent Sellers are performing the Remediation, so long as Sellers use commercially reasonable efforts to minimize interference with the business conducted thereon and or (ii) for observing and monitoring the Remediation if any failure by Buyer is performing the Remediation, so long as Sellers uses commercially reasonable efforts to minimize interference comply with Buyer’s Remediation Sections 9.8(a) or the business conducted thereon. Following completion of any Remediation performed by Sellers, Sellers shall promptly return the real property to substantially the same condition in which it existed prior to the commencement of the Remediation (other than with respect to the presence of Hazardous Materialsb). Buyer Indemnified Parties shall reasonably cooperate with Sellers with respect to any Remediation performed by Sellers in accordance with this Section 11.3.

Environmental Remediation. (a) Any Remediation for Sellers have conducted or have caused to be conducted an environmental investigation at the real property on which an Indemnified Party seeks indemnification from is located certain of the material operations of the PEPL Companies ("Sellers' Investigation") and have made available to Acquiror copies of reports of Sellers' Investigation, which reports are identified on Section 3.17 of the Disclosure Schedule. In connection with Sellers' Investigation, Sellers under this Section 11 shall have developed or caused to be governed by this Section 11.3developed the PEPL Cleanup Program and the TGC Cleanup Program, which established programs regarding further investigation and remediation of certain real property to address the presence of polychlorinated biphenyls (PCB) and petroleum hydrocarbons in the environment (the "Work"). (b) Buyer Indemnified Parties As of the Closing, PEC shall have implemented, but not completed, the right Work required by the PEPL Cleanup Program and the TGC Cleanup Program. From and after the Closing, PEC agrees to perform Remediation complete all of the Work required by the PEPL Cleanup Program and seek indemnification from Sellers for related costs or shallthe TGC Cleanup Program at PEC's sole cost and expense. In undertaking the Work, at their sole option, elect to have Sellers perform all or a portion of such Remediation. (c) Any Party performing a Remediation the cost of which is the responsibility of Sellers pursuant to Section 11 of this Agreement (“Performing Party”) PEC shall: (i1) comply in all material respects with applicable Environmental Laws; (2) provide Acquiror with a written notification scope of work related to the other Party (“Other Party”) that it intends to perform Remediation prior to commencing any such Remediation; (ii) shall select a qualified consultant to oversee the Remediation, subject to the approval phase of the Other PartyWork, whose approval shall including, but not limited to, the type, location, number and laboratory analyses to be unreasonably withheld; (iii) provide the Other Party with a reasonable opportunity to comment in advance upon any material written communications, filings, reports, correspondence or other writings given to any Governmental Entity conducted in connection with such Remediation and consider timely provided comments in good faith; (iv) work, the identity of all significant contractors related to the extent practicalsuch work, provide the Other Party with a reasonable opportunity to participate in any meetings with any Governmental Authority regarding the Remediation at such Other Party’s sole cost and expense; (v) comply with applicable Laws; (vi) minimize costs in conducting any Remediation and employ cost-effective Remediation methods that are commercially reasonable under the circumstances; (vii) use risk based clean-up standards and employ deed restrictions and institutional and engineering controls to the extent commercially reasonable; (viii) allow the Other Party or their agents reasonable access to the Casablanca Properties for purposes of observing the Remediation so long as such Other Party and its agents do not interfere with the Remediation or the operation of the business conducted thereon; (ix) keep the Other Party reasonably informed of the progress of any such Remediation and the schedule for completing such Remediationwork; (x3) within five (5) business days provide Acquiror with reasonable prior notice of receipt, use commercially reasonable efforts any field work to provide to the Other Party copies of all material written communications, filings, reports, correspondence or other writings, photographs or materials received from any Person (including any Governmental Authority) be conducted in connection with the performance Work and coordinate with Acquiror to ensure that such field work does not unreasonably interfere with any of any such Remediation; and (xi) use commercially reasonable efforts to preserve any rights the Other Party may have against insurers or other third parties. (d) Buyer shall permit Sellers and their representatives and consultants access to the applicable real property (i) for purpose of performing the Remediation, to the extent Sellers are performing the Remediation, so long as Sellers use commercially reasonable efforts to minimize interference with the business conducted thereon and (ii) for observing and monitoring the Remediation if Buyer is performing the Remediation, so long as Sellers uses commercially reasonable efforts to minimize interference with Buyer’s Remediation Acquiror's or the business PEPL Companies' operations or pose an unreasonable risk of harm to persons or property; (4) allow employees and representatives of Acquiror and the PEPL Companies to be present to observe all field work conducted thereon. Following completion of any Remediation performed by Sellers, Sellers shall promptly return the real property to substantially the same condition in which it existed prior to the commencement of the Remediation (other than with respect to the presence of Hazardous Materials). Buyer Indemnified Parties shall reasonably cooperate with Sellers with respect to any Remediation performed by Sellers in accordance connection with this Section 11.3.the Work; (5) promptly provide Acquiror and the PEPL Companies with copies of all final and complete data, documents, correspondence, reports, or other information related to the Work; (6) provide Acquiror and

Environmental Remediation. With respect to any claim for breach of the representations of Holdings and its Subsidiaries in Section 8.21 (athe “Environmental Representation”), then, in addition to the procedures in this Article 11, the following shall apply: (i) Any in the event that Remediation with respect to a breach of the Environmental Representation is necessary and the responsibility of the Indemnifying Party, the Indemnifying Party shall only be responsible for such Remediation as is required by any Governmental Body having jurisdiction and authority with respect to such Remediation which an allows for the continued use of the Owned Real Property as it was used at the Closing (the “Environmental Remediation”), and the Indemnified Party seeks indemnification from Sellers shall, to the extent commercially reasonable under this Section 11 the circumstances without interfering with operation or use of the relevant site, allow the Indemnifying Party to record or implement any deed restrictions and institutional controls necessary to allow the use of risk-based industrial or commercial cleanup criteria to the extent permitted by the Environmental Law or Governmental Body having jurisdiction and authority; (ii) upon written notice to the Indemnified Party, the Indemnifying Party shall be governed by this Section 11.3. entitled (b) Buyer Indemnified Parties but not obligated), acting promptly, diligently and in good faith, to principally control, direct and conduct the Environmental Remediation, and shall have the right to perform Remediation communicate and seek indemnification from Sellers for related costs or shallenter any commercially reasonable settlement agreements with Governmental Bodies, at their sole option, elect to have Sellers perform all or a portion of such Remediation. (c) Any Party performing a Remediation the cost of which is the responsibility of Sellers pursuant to Section 11 of this Agreement (“Performing Party”) shall: (i) provide written notification to the other Party (“Other Party”) that it intends to perform Remediation prior to commencing any such Remediation; (ii) shall select a qualified consultant to oversee the Remediation, in each case subject to the approval obligation to reasonably consult with the Indemnified Party and obtain the consent of the Other PartyIndemnified Party (not to be unreasonably withheld or delayed) with respect to any such settlement agreements or any other material decisions with respect to such Environmental Remediation, whose approval provided that such Remediation shall not be unreasonably withheldmaterially interfere with operation or use of the relevant site; and, (iii) the Indemnified Party shall reasonably cooperate with, and provide the Other Party with a reasonable opportunity to comment in advance upon any material written communications, filings, reports, correspondence or other writings given to any Governmental Entity in connection with such Remediation and consider timely provided comments in good faith; (iv) to the extent practical, provide the Other Party with a reasonable opportunity to participate in any meetings with any Governmental Authority regarding the Remediation at such Other Party’s sole cost and expense; (v) comply with applicable Laws; (vi) minimize costs in conducting any Remediation and employ cost-effective Remediation methods that are commercially reasonable under the circumstances; (vii) use risk based clean-up standards and employ deed restrictions and institutional and engineering controls to the extent commercially reasonable; (viii) allow the Other Party or their agents reasonable access to the Casablanca Properties for purposes of observing relevant property to, the Remediation so long as such Other Indemnifying Party and its agents do not interfere with in conducting the Environmental Remediation or the operation responding to or addressing any breach of the business conducted thereon; (ix) keep Environmental Representation. Notwithstanding any other provision hereof, the Other Party reasonably informed of Purchaser agrees that the progress Seller shall not have any obligation with respect to any matter that arises in connection with or is discovered as a result of any such Remediation and intrusive sampling the schedule for completing such Remediation; (x) within five (5) business days of receiptPurchaser may conduct after the Closing, use commercially reasonable efforts to provide except to the Other Party copies of all material written communications, filings, reports, correspondence extent that any such sampling is (i) required by Law or other writings, photographs or materials received from any Person (including any Governmental AuthorityBody, (ii) necessary to prevent harm to human health or the environment, (iii) conducted in connection with normal or routine business operations, including but not limited to site or facility renovations, expansions or repairs or (iv) in connection with the performance of any such Remediation; and (xi) use commercially reasonable efforts to preserve any rights the Other Party may have against insurers a sale of, investment in, financing or other third parties. liquidity event (dincluding an in initial public offering) Buyer shall permit Sellers and their representatives and consultants access to the applicable real property (i) for purpose of performing the Remediation, to the extent Sellers are performing the Remediation, so long as Sellers use commercially reasonable efforts to minimize interference with the business conducted thereon and (ii) for observing and monitoring the Remediation if Buyer is performing the Remediation, so long as Sellers uses commercially reasonable efforts to minimize interference with Buyer’s Remediation or the business conducted thereon. Following completion of any Remediation performed by Sellers, Sellers shall promptly return the real property to substantially the same condition in which it existed prior to the commencement of the Remediation (other than with respect to the presence either Holdings or any of Hazardous Materials). Buyer Indemnified Parties shall reasonably cooperate with Sellers with respect to its Subsidiaries and/or any Remediation performed by Sellers in accordance with this Section 11.3Owned Real Property.

Environmental Remediation. (ai) Any Remediation If any investigation, delineation, site monitoring, cleanup, removal, restoration or other remedial work of any kind or nature is required pursuant to an order or directive of any Governmental Authority or, except to the extent set forth in the last sentence of this clause (i), under any applicable Environmental Law (collectively, the "Remedial Work"), because of or in connection with the current or future presence, suspected presence, Release or threatened Release of a Hazardous Substance relating to an Individual Property or any portion thereof, Borrower shall promptly commence and diligently prosecute to completion all such Remedial Work. In all events, such Remedial Work shall be commenced within 30 days after any demand therefor by Lender or such shorter period as may be required under any applicable Environmental Law or by any Governmental Authority; provided, however, that Borrower shall not be required to commence such Remedial Work within the above specified time periods: (x) if prevented from doing so by any Governmental Authority, (y) if commencing such Remedial Work within such time periods would result in Borrower or such Remedial Work violating any Environmental Law or (z) if Borrower, at its expense and after prior notice to Lender, is contesting by appropriate legal, administrative or other proceedings conducted in good faith and with due diligence the need to perform Remedial Work, as long as (1) Borrower is permitted by the applicable Environmental Laws to delay performance of the Remedial Work pending such proceedings, (2) neither the Individual Property nor any part thereof or interest therein will be sold, forfeited or lost if Borrower performs the Remedial Work being contested, and Borrower would have the opportunity to do so, in the event of Borrower's failure to prevail in the contest, (3) Lender would not, by virtue of such permitted contest, be exposed to any material risk of any civil liability for which an Indemnified Party seeks indemnification Borrower has not furnished additional security as provided in clause (4) below, or to any risk of criminal liability, and neither the Individual Property nor any interest therein would be subject to the imposition of any lien for which Borrower has not furnished additional security as provided in clause (4) below, as a result of the failure to perform such Remedial Work and (4) Borrower shall have furnished to Lender additional security in respect of the Remedial Work being contested and the loss or damage that may result from Sellers Borrower's failure to prevail in such contest in such amount as may be reasonably requested by Lender. Notwithstanding the foregoing, with respect only to those certain issues disclosed in the Environmental Reports received by Lender on or before the date of this Agreement for the Individual Properties located in Fair Lawn, New Jersey, which issues relate to the nearby property on the E.P.A.'s National Priority List, Borrower's obligation to perform Remedial Work under this Section 11 clause (i) shall arise only if any such Remedial Work is required to be governed performed or paid for by this Section 11.3Borrower pursuant to an order or directive of any Governmental Authority, and only to the extent and within the time periods set forth in such order or directive or subsequent orders or directives, provided, however, that Borrower shall at all times provide Lender with any notices or information relating to such Individual Properties as required hereunder, whether from or prepared by a Governmental Authority or other Person. (bii) Buyer Indemnified Parties If requested by Lender, all Remedial Work under clause (i) above shall have be performed by contractors, and under the right supervision of a consulting Engineer, each approved in advance by Lender which approval will not be unreasonably withheld or delayed. All costs and expenses reasonably incurred in connection with such Remedial Work shall be paid by Borrower. If Borrower does not timely commence and diligently prosecute to completion the Remedial Work, unless Borrower is contesting the need to perform Remediation such Remedial Work in accordance with clause (i) above, Lender may (but shall not be obligated to), upon 30 days prior written notice to Borrower of its intention to do so, cause such Remedial Work to be performed. In such event, Borrower shall pay or reimburse Lender on demand for all expenses (including reasonable consultants' and seek indemnification attorneys' fees and disbursements, but excluding internal overhead, administrative and similar costs of Lender) reasonably relating to or incurred by Lender in connection with monitoring, reviewing or performing any Remedial Work in accordance herewith, together with interest thereon at the Default Rate from Sellers for related costs or shall, at their sole option, elect to have Sellers perform all or a portion the date of such Remediationdemand by Lender. (ciii) Any Party performing a Remediation the cost of which is the responsibility of Sellers pursuant to Section 11 of this Agreement (“Performing Party”) shall: Borrower shall not commence any Remedial Work under clause (i) provide above, nor enter into any settlement agreement, consent decree or other compromise relating to any Hazardous Substances or Environmental Laws which is reasonably likely to have a Material Adverse Effect without the prior written notification to the other Party (“Other Party”) that it intends to perform Remediation prior to commencing any such Remediation; (ii) shall select a qualified consultant to oversee the Remediationconsent of Lender, subject to the approval of the Other Party, whose approval which consent shall not be unreasonably withheld; (iii) provide , conditioned or delayed. Notwithstanding the Other Party with a reasonable opportunity to comment in advance upon any material written communicationsforegoing, filingsif the presence, reports, correspondence Release or other writings given threatened Release of Hazardous Substances relating to any Governmental Entity in connection with such Remediation and consider timely provided comments in good faith; (iv) Individual Property poses an immediate threat to the extent practicalhealth, provide safety or welfare of any Person or the Other Party with environment, or is of such a reasonable opportunity nature that an immediate response is necessary, or if Remedial Work is required by the 91 applicable Governmental Authority to participate be commenced immediately, or if Borrower could incur penalties or fines if it failed to commence and complete Remedial Work immediately, Borrower may commence and complete all necessary Remedial Work. In such events, Borrower shall notify Lender as soon as practicable and, in any meetings with any Governmental Authority regarding the Remediation at such Other Party’s sole cost and expense; (v) comply with applicable Laws; (vi) minimize costs in conducting any Remediation and employ cost-effective Remediation methods that are commercially reasonable under the circumstances; (vii) use risk based clean-up standards and employ deed restrictions and institutional and engineering controls to the extent commercially reasonable; (viii) allow the Other Party or their agents reasonable access to the Casablanca Properties for purposes of observing the Remediation so long as such Other Party and its agents do not interfere with the Remediation or the operation of the business conducted thereon; (ix) keep the Other Party reasonably informed of the progress event, within three Business Days, of any such Remediation and the schedule for completing such Remediation; (x) within five (5) business days of receipt, use commercially reasonable efforts to provide to the Other Party copies of all material written communications, filings, reports, correspondence or other writings, photographs or materials received from any Person (including any Governmental Authority) in connection with the performance of any such Remediation; and (xi) use commercially reasonable efforts to preserve any rights the Other Party may have against insurers or other third partiesaction taken. (d) Buyer shall permit Sellers and their representatives and consultants access to the applicable real property (i) for purpose of performing the Remediation, to the extent Sellers are performing the Remediation, so long as Sellers use commercially reasonable efforts to minimize interference with the business conducted thereon and (ii) for observing and monitoring the Remediation if Buyer is performing the Remediation, so long as Sellers uses commercially reasonable efforts to minimize interference with Buyer’s Remediation or the business conducted thereon. Following completion of any Remediation performed by Sellers, Sellers shall promptly return the real property to substantially the same condition in which it existed prior to the commencement of the Remediation (other than with respect to the presence of Hazardous Materials). Buyer Indemnified Parties shall reasonably cooperate with Sellers with respect to any Remediation performed by Sellers in accordance with this Section 11.3.

Environmental Remediation. (a) Any Remediation for which an Indemnified Party seeks indemnification from Sellers under Subject to the provisions of this Section 11 and Schedule 6.7 and provided it acts in good faith and in a commercially reasonably manner, Buyer shall have the right, after the Closing, to conduct and perform the Approved Environmental Compliance Work. Sellers' Representative shall have the right to participate fully in all aspects of the Approved Environmental Compliance Work and shall be governed given the right to attend all meetings and discuss in advance all material actions to be taken with respect thereto, as provided for in Schedule 6.7. Subject to the limitations on recovery set forth in Section 10.3(a), Buyer may fund the Environmental Costs of performing the Approved Environmental Compliance Work from the 59 72 Performance Escrow Deposit on the following basis, 100% of such costs up to the applicable Approved Environmental Budget and 90% of such costs in excess of such budget, all as more specifically described in the Performance Escrow Agreement (with the balance of such 10% to be paid by this Buyer out of its own funds), provided however, in the event Buyer's costs with respect to any Approved Environmental Compliance Work exceed by 125% the Approved Environmental Budget with respect thereto, Buyer shall be able to continue with such compliance work but may not fund the costs above 125% the Approved Environmental Budget from the Performance Escrow Deposit until the Parties, through good faith negotiations, agree on a new budget for the costs with respect to any Approved Environmental Compliance Work, or if an agreement can not be reached, until the dispute is resolved in accordance with Section 11.36.7(f) below. In the event it is finally determined that the Sellers' Representative would not have been obligated to incur such additional costs, then such costs shall be borne solely by the Buyer and Buyer shall have no right to reimbursement from the Performance Escrow Deposit. (b) Subject to the provisions of this Section and Schedule 6.7 and provided it acts in good faith and in a commercially reasonable manner, Buyer Indemnified Parties shall have the sole right, after the Closing, to conduct and perform the Approved Environmental Investigation Work. Sellers' Representative shall have the right to perform Remediation participate fully in all aspects of the Approved Environmental Investigation Work and seek indemnification shall be given the right to attend all meetings and discuss in advance all material actions to be taken with respect thereto as provided for in Schedule 6.7. Subject to the limitations on recovery set forth in Section 10.3(a), Buyer may fund the Environmental Costs of performing the Approved Environmental Investigation Work from Sellers for related costs or shallthe Performance Escrow Deposit on the following basis, at their sole option, elect to have Sellers perform all or a portion 100% of such Remediation. (c) Any Party performing a Remediation the cost of which is the responsibility of Sellers pursuant to Section 11 of this Agreement (“Performing Party”) shall: (i) provide written notification to the other Party (“Other Party”) that it intends to perform Remediation prior to commencing any such Remediation; (ii) shall select a qualified consultant to oversee the Remediation, subject to the approval of the Other Party, whose approval shall not be unreasonably withheld; (iii) provide the Other Party with a reasonable opportunity to comment in advance upon any material written communications, filings, reports, correspondence or other writings given to any Governmental Entity in connection with such Remediation and consider timely provided comments in good faith; (iv) to the extent practical, provide the Other Party with a reasonable opportunity to participate in any meetings with any Governmental Authority regarding the Remediation at such Other Party’s sole cost and expense; (v) comply with applicable Laws; (vi) minimize costs in conducting any Remediation and employ cost-effective Remediation methods that are commercially reasonable under the circumstances; (vii) use risk based clean-up standards and employ deed restrictions and institutional and engineering controls to the extent commercially reasonable; (viii) allow the Other Party or their agents reasonable access to the Casablanca Properties for purposes of observing the Remediation so long as such Other Party and its agents do not interfere with the Remediation or the operation of the business conducted thereon; (ix) keep the Other Party reasonably informed of the progress of any such Remediation and the schedule for completing such Remediation; (x) within five (5) business days of receipt, use commercially reasonable efforts to provide to the Other Party copies of all material written communications, filings, reports, correspondence or other writings, photographs or materials received from any Person (including any Governmental Authority) in connection with the performance of any such Remediation; and (xi) use commercially reasonable efforts to preserve any rights the Other Party may have against insurers or other third parties. (d) Buyer shall permit Sellers and their representatives and consultants access to the applicable real property Approved Environmental Budget and 90% of such costs in excess of such budget, all as more specifically described in the Performance Escrow Agreement (i) for purpose of performing the Remediation, to the extent Sellers are performing the Remediation, so long as Sellers use commercially reasonable efforts to minimize interference with the business conducted thereon and (ii) for observing and monitoring balance of such 10% to be paid by Buyer out of its own funds), provided however, in the Remediation if Buyer is performing the Remediation, so long as Sellers uses commercially reasonable efforts to minimize interference with event Buyer’s Remediation or the business conducted thereon. Following completion of any Remediation performed by Sellers, Sellers shall promptly return the real property to substantially the same condition in which it existed prior to the commencement of the Remediation (other than with respect to the presence of Hazardous Materials). Buyer Indemnified Parties shall reasonably cooperate with Sellers 's costs with respect to any Remediation performed Approved Environmental Investigation Work exceed by Sellers 125% the Approved Environmental Budget with respect thereto, Buyer shall be able to continue with such investigation work but may not fund the costs above 125% of the Approved Environmental Budget from the Performance Escrow Deposit until the Parties, through good faith negotiations, agree on a new budget for the costs with respect to any Approved Environmental Investigation Work, or if an agreement can not be reached, until the dispute is resolved in accordance with this Section 11.36.7(f) below. In the event it is finally determined that the Sellers' Representative would not have been obligated to incur such additional costs, then such costs shall be borne solely by the Buyer and Buyer shall have no right to reimbursement from the Performance Escrow Deposit.

Environmental Remediation. a. The Army will provide the FWS and Air Force with baseline information concerning the environmental condition of the Firing Range utilizing such reports as The Final Study Cleanup and Reuse Options (Xxxxx and Hanger Report 1992), the Environmental Sampling for the Open Detonation Unit (1994), The Resource Conservation and Recovery Act Facility Plan Assessment (1992), The Community Environmental Response Facilitation Act Report (1994), The Depleted Uranium Decommissioning Plan (Draft 1999), The Archives Search Report for Ordnance and Explosive Waste Chemical Warfare Materials (1995) and the Environmental Impact Statement for Disposal and Reuse (1995). b. The Army will retain all authority, responsibility, and liability for remediation of all contamination resulting from past Army activities or present on the Firing Range on the date of this MOA, including UXO, DU, and other contamination. In addition, the Army is responsible for all remediation resulting from present and future site activities as set forth in paragraph 111(3). Except as otherwise provided in this MOA, the FWS and Air Force shall not have authority, responsibility, or liability for remediation of UXO, DU, and other contamination (see paragraphs IV(3)(a) and (b), V(6) )(a) Any Remediation for which an Indemnified Party seeks indemnification from Sellers under this Section 11 shall be governed by this Section 11.3. and (b) Buyer Indemnified Parties shall have the right to perform Remediation ), and seek indemnification from Sellers for related costs or shall, at their sole option, elect to have Sellers perform all or a portion of such Remediation. (c) Any Party performing a Remediation the cost of which is the responsibility of Sellers pursuant to Section 11 of this Agreement (“Performing Party”) shall: (i) provide written notification to the other Party (“Other Party”) that it intends to perform Remediation prior to commencing any such Remediation; (ii) shall select a qualified consultant to oversee the Remediation, subject to the approval of the Other Party, whose approval V(8)(b)). The Army shall not be unreasonably withheld; (iii) provide the Other Party with a reasonable opportunity to comment in advance upon responsible for any material written communications, filings, reports, correspondence or other writings given to any Governmental Entity in connection with such Remediation and consider timely provided comments in good faith; (iv) to the extent practical, provide the Other Party with a reasonable opportunity to participate in any meetings with any Governmental Authority regarding the Remediation at such Other Party’s sole cost and expense; (v) comply with applicable Laws; (vi) minimize costs in conducting any Remediation and employ cost-effective Remediation methods that are commercially reasonable under the circumstances; (vii) use risk based clean-up standards and employ deed restrictions and institutional and engineering controls to the extent commercially reasonable; (viii) allow the Other Party or their agents reasonable access to the Casablanca Properties for purposes of observing the Remediation so long as such Other Party and its agents do not interfere with the Remediation or the environmental requirements resulting from operation of the business conducted thereon; (ix) keep Refuge or the Other Party reasonably informed Bombing Range. transferring ranges, to c. For purposes of the progress regulation proposed as 00 XXX 000, Xxxxxx, Xxxxxxxxxxx,xxx TransferringRanges ContainingMilitary Munitions (Range Rule), should it become a final rule, and any Department of Defense (DoD) Directive or Instruction relating to closed, transferred, or the extent any such Remediation and the schedule for completing such Remediation; (x) within five (5) business days of receipt, use commercially reasonable efforts to provide them apply to the Other Party copies Firing Range, the Army will remain the "responsible DoD component". Unless otherwise required by the Range Rule or DoD Directive or Instruction, the designation of all material written communications, filings, reports, correspondence or other writings, photographs or materials received from any Person (including any Governmental Authority) in connection with the performance of any such Remediation; and (xi) use commercially reasonable efforts to preserve any rights Army as the Other Party may have against insurers or other third "responsible DoD component" will not alter the parties' liabilities under this MOA. d. The Army is pursuing a license termination under restricted release conditions for the current license issued by the U.S. Nuclear Regulatory Agency (d) Buyer shall permit Sellers and their representatives and consultants access to the applicable real property (iNRC) for purpose its possession of performing DU for decommissioning at the RemediationFiring Range. This license indicates the licensed material (i.e., to DU) is onsite in the extent Sellers are performing area known as the Remediation"DU Impact Area", so long as Sellers use commercially reasonable efforts to minimize interference with located in the business conducted thereon and (ii) for observing and monitoring the Remediation if Buyer is performing the Remediation, so long as Sellers uses commercially reasonable efforts to minimize interference with Buyer’s Remediation or the business conducted thereon. Following completion of any Remediation performed by Sellers, Sellers shall promptly return the real property to substantially the same condition in which it existed prior to the commencement southern portion of the Remediation (other than with respect to Firing Range. The parties recognize the presence of Hazardous Materials). Buyer Indemnified Parties shall reasonably cooperate with Sellers with respect to Army will be solely responsible for finalizing the NRC license termination and conducting any Remediation performed actions required by Sellers in accordance with this Section 11.3the License Termination Plan at the Firing Range.

Environmental Remediation. On or before August 15, 2009 and only after receipt from CC/Newco of an executed non- disclosure agreement, in form satisfactory to the City Solicitor, the City shall arrange for a Phase I and a Phase 2 Environmental Site Assessment (athe “Phase I and Phase 2 ESA”) Any Remediation to be prepared by a qualified person at the City’s expense, and delivered to CC/Newco: (i) if any remediation work required for which an Indemnified Party seeks indemnification from Sellers under this Section 11 the Subleased Premises set out in the Phase I and Phase 2 ESA is, in the reasonable opinion of either party, considered to be prohibitively expensive, either party in its discretion shall be governed entitled to terminate the LOI and related negotiations and vacate the deal by giving written notice to the other within 21 consecutive days, calculated from the day the City gives the Phase I ESA to CC (the “Environmental Notice Period”), and in such event, neither party shall have any claims against the other in respect of the Project. If such notice is not given within this timeframe, CC/Newco accepts the Subleased Premises “as-is” with no City/TRCA liability whatever, subject only to any Section 11.38(ii) remediation agreed to by the City. (bii) Buyer Indemnified Parties shall have if the right remediation work required for the Subleased Premises set out in the Phase I and Phase 2 ESA is, in the reasonable opinion of CC/Newco and the City, for a reasonable amount acceptable to perform Remediation them, the parties will negotiate a satisfactory arrangement for payment of the remediation expenses and seek indemnification from Sellers for the nature, timing and extent of completion of the remediation works. If CC/Newco and the City cannot come to such an agreement within the Environmental Notice Period, either party may terminate the LOI and related costs or shall, at their sole option, elect to have Sellers perform all or a portion of such Remediation. (c) Any Party performing a Remediation negotiations and vacate the cost of which is the responsibility of Sellers pursuant to Section 11 of this Agreement (“Performing Party”) shall: (i) provide deal by providing written notification notice to the other Party (“Other Party”) that it intends to perform Remediation prior to commencing party within such period, and, in such event, neither party shall have any such Remediation; (ii) shall select a qualified consultant to oversee claims whatever against the Remediation, subject to the approval other in respect of the Other PartyProject. If such notice is not given within this timeframe, whose approval CC/Newco shall not be unreasonably withheld; (iii) provide deemed to accept the Other Party Subleased Premises “as-is” with a reasonable opportunity to comment in advance upon any material written communications, filings, reports, correspondence or other writings given to any Governmental Entity in connection with such Remediation and consider timely provided comments in good faith; (iv) to the extent practical, provide the Other Party with a reasonable opportunity to participate in any meetings with any Governmental Authority regarding the Remediation at such Other Party’s sole cost and expense; (v) comply with applicable Laws; (vi) minimize costs in conducting any Remediation and employ cost-effective Remediation methods that are commercially reasonable under the circumstances; (vii) use risk based clean-up standards and employ deed restrictions and institutional and engineering controls to the extent commercially reasonable; (viii) allow the Other Party or their agents reasonable access to the Casablanca Properties for purposes of observing the Remediation so long as such Other Party and its agents do not interfere with the Remediation or the operation of the business conducted thereon; (ix) keep the Other Party reasonably informed of the progress of any such Remediation and the schedule for completing such Remediation; (x) within five (5) business days of receipt, use commercially reasonable efforts to provide to the Other Party copies of all material written communications, filings, reports, correspondence or other writings, photographs or materials received from any Person (including any Governmental Authority) in connection with the performance of any such Remediation; and (xi) use commercially reasonable efforts to preserve any rights the Other Party may have against insurers or other third partiesno City/TRCA liability whatever. (d) Buyer shall permit Sellers and their representatives and consultants access to the applicable real property (i) for purpose of performing the Remediation, to the extent Sellers are performing the Remediation, so long as Sellers use commercially reasonable efforts to minimize interference with the business conducted thereon and (ii) for observing and monitoring the Remediation if Buyer is performing the Remediation, so long as Sellers uses commercially reasonable efforts to minimize interference with Buyer’s Remediation or the business conducted thereon. Following completion of any Remediation performed by Sellers, Sellers shall promptly return the real property to substantially the same condition in which it existed prior to the commencement of the Remediation (other than with respect to the presence of Hazardous Materials). Buyer Indemnified Parties shall reasonably cooperate with Sellers with respect to any Remediation performed by Sellers in accordance with this Section 11.3.

Environmental Remediation. Prior to the Closing Date, the Property has been inspected by an environmental consultant acceptable to Xxxxxx and for the benefit of Xxxxxx. Lender makes no representation or warranty as to the accuracy or completeness of the inspection. Attached hereto as Exhibit 5.22 is a list of environmental items (athe “Environmental Remediation Work”) Any Remediation identified in the environmental report(s) for which an Indemnified Party seeks indemnification from Sellers under this Section 11 shall be governed the Property prepared by this Section 11.3. (b) Buyer Indemnified Parties shall have the right to perform Remediation and seek indemnification from Sellers for related costs or environmental consultant as possibly requiring remediation. Borrower shall, at their its sole optionrisk and under its name, elect cause the Environmental Remediation Work to be completed in accordance with any recommendations set forth in Exhibit 5.22 attached hereto, and in any event, so as to cause the Property to comply in all material respects with all applicable Environmental Laws and to have Sellers the full use and benefit of the Property as contemplated by the Loan Documents. Borrower shall cause the Environmental Remediation Work to be completed within the time frame set forth in Exhibit 5.22 attached hereto (or if not set forth therein, Borrower shall perform the Environmental Remediation Work diligently and continuously, and complete same within the time frame required by Applicable Laws), in a good and workmanlike manner, in accordance with all or applicable Environmental Laws and in a portion of such Remediation. manner otherwise reasonably satisfactory to Lender. On the Closing Date, Borrower shall deposit into the Environmental Remediation Reserve Account [_________] Dollars (c) Any Party performing a Remediation the cost of which is the responsibility of Sellers pursuant $[_______]), to Section 11 of this Agreement (“Performing Party”) shall: (i) provide written notification be held for application to the other Party Environmental Remediation Work as provided herein (“Other Party”) that it intends to perform Remediation prior to commencing any such Remediation; (ii) shall select a qualified consultant to oversee or during the Remediationcontinuance of an Event of Default, subject to the approval of the Other Party, whose approval shall not be unreasonably withheld; (iii) provide the Other Party with a reasonable opportunity to comment as Lender may elect in advance upon any material written communications, filings, reports, correspondence or other writings given to any Governmental Entity in connection with such Remediation and consider timely provided comments in good faith; (iv) to the extent practical, provide the Other Party with a reasonable opportunity to participate in any meetings with any Governmental Authority regarding the Remediation at such Other Party’s its sole cost and expense; (v) comply with applicable Laws; (vi) minimize costs in conducting any Remediation and employ cost-effective Remediation methods that are commercially reasonable under the circumstances; (vii) use risk based clean-up standards and employ deed restrictions and institutional and engineering controls to the extent commercially reasonable; (viii) allow the Other Party or their agents reasonable access to the Casablanca Properties for purposes of observing the Remediation so discretion). So long as such Other Party no Default or Event of Default shall have occurred and its agents do not interfere with the Remediation or the operation of the business conducted thereon; (ix) keep the Other Party reasonably informed of the progress of any such Remediation and the schedule for completing such Remediation; (x) within five (5) business days of receiptbe continuing, use commercially reasonable efforts to provide to the Other Party copies of all material written communications, filings, reports, correspondence or other writings, photographs or materials received from any Person (including any Governmental Authority) in connection with the performance of any such Remediation; and (xi) use commercially reasonable efforts to preserve any rights the Other Party may have against insurers or other third parties. (d) Buyer shall permit Sellers and their representatives and consultants access to the applicable real property (i) for purpose of performing the RemediationLender shall, to the extent Sellers funds are available for such purpose in the Environmental Remediation Reserve Account, disburse to Borrower the amount paid or incurred by Borrower in performing the RemediationEnvironmental Remediation Work as required above upon satisfaction of the applicable requirements set forth in Section [5.24]. Borrower hereby grants to Lender an irrevocable power-of-attorney, so long coupled with an interest, to perform upon the occurrence and during the continuance of an Event of Default any of the Environmental Remediation Work as Sellers use commercially required above and to apply the amounts on deposit in the Environmental Remediation Reserve Account to the costs associated therewith, all as Lender may determine in its sole discretion but without obligation to do so. Upon the completion of all Environmental Remediation Work as required above and provided Borrower shall have delivered to Lender reasonable efforts evidence of such completion together with reasonable evidence that all costs thereof have been paid and “no-further action” letters or other written confirmations from the applicable Governmental Authorities confirming that no further remediation or other action is required on account of the environmental items with respect to minimize interference which the Environmental Remediation Work was required and no Default or Event of Default shall have occurred and be continuing, the balance remaining in the Environmental Remediation Reserve Account shall [either] be [(i) if no Cash Flow Sweep Event is then in effect, disbursed to Borrower in accordance with the business conducted thereon and its written instructions delivered to Lender or (ii) for observing and monitoring if a Cash Flow Sweep Event is then in effect, deposited into the Remediation if Buyer is performing the Remediation, so long as Sellers uses commercially reasonable efforts to minimize interference with Buyer’s Remediation or the business conducted thereon. Following Master Disbursement Sweep Account.36 Within fifteen (15) days after completion of any each item of Environmental Remediation performed by SellersWork, Sellers shall promptly return the real property Borrower shall, at its expense, obtain and deliver to substantially the same condition in which it existed prior to the commencement Lender an Environmental Assessment of the Remediation (other than with respect Property made after such completion and confirming to the presence of Hazardous Materials). Buyer Indemnified Parties shall reasonably cooperate with Sellers with respect to any Remediation performed by Sellers Lender’s satisfaction that such item has been successfully completed in accordance with this Section 11.3Agreement.]

Environmental Remediation. (a) Any Remediation for Seller and Purchaser acknowledge that Purchaser has retained an environmental consultant which has conducted Phase I and Phase II environmental assessments of Seller's Owned Real Property and issued an Indemnified Party seeks indemnification from Sellers under this Section 11 environmental report detailing such assessments, which report plus other reports prepared by or at the request of Seller are listed on Sections 3.15 (a), (b) and (c) of the Disclosure Schedule (collectively, the "Environmental Reports"). Subject to subsection (b) below, Seller agrees that if the matters referenced in the Environmental Reports relating to Seller's Owned Real Property indicate that Seller is not in compliance with Environmental Laws, Seller agrees that it will take any and all actions at its sole expense to come into compliance with Environmental Laws as identified in the Environmental Report. Seller shall not be governed by this Section 11.3required to remediate any other conditions referred to in the Environmental Report. (b) Buyer Indemnified Parties If Seller disputes that a particular condition or conditions referenced in the Environmental Reports indicates that Seller is not in compliance with Environmental Laws, it shall have so notify Purchaser within forty-five (45) days of the right date hereof. Upon such notice, Purchaser may either (i) release Seller from the obligation to perform Remediation and seek indemnification from Sellers for related costs remediate such condition, or shall, at their sole option, elect to have Sellers perform all or a portion of such Remediation(ii) require that the matter be arbitrated in accordance with subsection (c) hereof. (c) Any Party performing a Remediation In the cost of which event Seller disputes that the matters referenced in the Environmental Reports constitute that Seller is not in compliance with Environmental Laws, and Purchaser does not release Seller from the responsibility of Sellers pursuant obligation to Section 11 of this Agreement remediate such condition or conditions as provided for in subsection (“Performing Party”b) shall: (i) provide written notification to the other Party (“Other Party”) that it intends to perform Remediation prior to commencing any such Remediation; (ii) above, Seller and Purchaser shall select a qualified consultant an independent and nationally recognized environmental consulting firm (the "Independent Environmental Arbitrator") which shall determine within fifteen (15) Business Days after its selection if Seller's Owned Real Property is in compliance with Environmental Laws. If the Independent Environmental Arbitrator identifies that Seller is not in compliance with Environmental Laws and any conditions to oversee be remedied to bring Seller's Owned Real Property into compliance with Environmental Laws, Seller agrees to take any and all actions at its sole expense to remedy the Remediation, subject to the approval conditions identified. The fees of the Other Party, whose approval Independent Environmental Arbitrator shall not be unreasonably withheld; (iii) provide the Other Party with a reasonable opportunity to comment in advance upon any material written communications, filings, reports, correspondence or other writings given to any Governmental Entity in connection with such Remediation borne equally by Seller and consider timely provided comments in good faith; (iv) to the extent practical, provide the Other Party with a reasonable opportunity to participate in any meetings with any Governmental Authority regarding the Remediation at such Other Party’s sole cost and expense; (v) comply with applicable Laws; (vi) minimize costs in conducting any Remediation and employ cost-effective Remediation methods that are commercially reasonable under the circumstances; (vii) use risk based clean-up standards and employ deed restrictions and institutional and engineering controls to the extent commercially reasonable; (viii) allow the Other Party or their agents reasonable access to the Casablanca Properties for purposes of observing the Remediation so long as such Other Party and its agents do not interfere with the Remediation or the operation Purchaser. The decision of the business conducted thereon; (ix) keep the Other Party reasonably informed of the progress of any such Remediation and the schedule for completing such Remediation; (x) within five (5) business days of receipt, use commercially reasonable efforts to provide to the Other Party copies of all material written communications, filings, reports, correspondence or other writings, photographs or materials received from any Person (including any Governmental Authority) in connection with the performance of any such Remediation; and (xi) use commercially reasonable efforts to preserve any rights the Other Party may have against insurers or other third partiesIndependent Environmental Arbitrator shall be final. (d) Buyer shall permit Sellers and their representatives and consultants access If Seller is required to the applicable real property (i) for purpose of performing the Remediation, to the extent Sellers are performing the Remediation, so long as Sellers use commercially reasonable efforts to minimize interference take actions in accordance with the business conducted thereon provisions of this Section 5.10, Seller agrees that it will proceed with reasonable diligence to take such actions and (ii) for observing and monitoring the Remediation if Buyer is performing the Remediation, so long as Sellers uses commercially reasonable efforts to minimize interference with Buyer’s Remediation or the business conducted thereon. Following completion of any Remediation performed by Sellers, Sellers shall promptly return the real property to substantially the same condition in which it existed complete such actions prior to the commencement Closing Date. Seller and Purchaser agree that if such actions cannot be remedied by the Closing Date, Seller shall have the ability to access Seller's Owned Real Property after the Closing Date in order to complete the remediation. (e) Seller's remediation obligations shall be deemed completed when the condition or conditions remediated are no longer in violation of Environmental Laws. (If Seller and Purchaser disagree as to the Remediation status of such environmental conditions after Seller's remediation efforts, the arbitration procedures of subsection (other than c) hereof shall be utilized.) Seller shall have no further obligations respecting any matters or conditions addressed in the Environmental Reports, but shall remain subject to its indemnification obligations under this Agreement with respect to the presence of Hazardous Materials). Buyer Indemnified Parties shall reasonably cooperate with Sellers with respect to any Remediation performed by Sellers in accordance with this Section 11.3timely-raised Environmental Claims regarding other environmental conditions which violate Environmental Laws.

Environmental Remediation. Prior to the Closing Date, the Property has been inspected by an environmental consultant acceptable to Administrative Agent and for the benefit of Administrative Agent. Administrative Agent makes no representation or warranty as to the accuracy or completeness of the inspection. Attached hereto as Exhibit 5.22 is a list of environmental items (athe “Environmental Remediation Work”) Any Remediation identified in the environmental report(s) for which an Indemnified Party seeks indemnification from Sellers under this Section 11 shall be governed the Property prepared by this Section 11.3. (b) Buyer Indemnified Parties shall have the right to perform Remediation and seek indemnification from Sellers for related costs or environmental consultant as possibly requiring remediation. Borrower shall, at their its sole optionrisk and under its name, elect cause the Environmental Remediation Work to be completed in accordance with any recommendations set forth in Exhibit 5.22 attached hereto, and in any event, so as to cause the Property to comply in all material respects with all applicable Environmental Laws and to have Sellers the full use and benefit of the Property as contemplated by the Loan Documents. Borrower shall cause the Environmental Remediation Work to be completed within the time frame set forth in Exhibit 5.22 attached hereto (or if not set forth therein, Borrower shall perform the Environmental Remediation Work diligently and continuously, and complete same within the time frame required by Applicable Laws), in a good and workmanlike manner, in accordance with all or applicable Environmental Laws and in a portion of such Remediation. manner otherwise reasonably satisfactory to Administrative Agent. On the Closing Date, Borrower shall deposit into the Environmental Remediation Reserve Account [_________] Dollars (c) Any Party performing a Remediation the cost of which is the responsibility of Sellers pursuant $[_______]), to Section 11 of this Agreement (“Performing Party”) shall: (i) provide written notification be held for application to the other Party Environmental Remediation Work as provided herein (“Other Party”) that it intends to perform Remediation prior to commencing any such Remediation; (ii) shall select a qualified consultant to oversee or during the Remediationcontinuance of an Event of Default, subject to the approval of the Other Party, whose approval shall not be unreasonably withheld; (iii) provide the Other Party with a reasonable opportunity to comment as Administrative Agent may elect in advance upon any material written communications, filings, reports, correspondence or other writings given to any Governmental Entity in connection with such Remediation and consider timely provided comments in good faith; (iv) to the extent practical, provide the Other Party with a reasonable opportunity to participate in any meetings with any Governmental Authority regarding the Remediation at such Other Party’s its sole cost and expense; (v) comply with applicable Laws; (vi) minimize costs in conducting any Remediation and employ cost-effective Remediation methods that are commercially reasonable under the circumstances; (vii) use risk based clean-up standards and employ deed restrictions and institutional and engineering controls to the extent commercially reasonable; (viii) allow the Other Party or their agents reasonable access to the Casablanca Properties for purposes of observing the Remediation so discretion). So long as such Other Party no Default or Event of Default shall have occurred and its agents do not interfere with the Remediation or the operation of the business conducted thereon; (ix) keep the Other Party reasonably informed of the progress of any such Remediation and the schedule for completing such Remediation; (x) within five (5) business days of receiptbe continuing, use commercially reasonable efforts to provide to the Other Party copies of all material written communications, filings, reports, correspondence or other writings, photographs or materials received from any Person (including any Governmental Authority) in connection with the performance of any such Remediation; and (xi) use commercially reasonable efforts to preserve any rights the Other Party may have against insurers or other third parties. (d) Buyer shall permit Sellers and their representatives and consultants access to the applicable real property (i) for purpose of performing the RemediationAdministrative Agent shall, to the extent Sellers funds are available for such purpose in the Environmental Remediation Reserve Account, disburse to Borrower the amount paid or incurred by Borrower in performing the RemediationEnvironmental Remediation Work as required above upon satisfaction of the applicable requirements set forth in Section [5.24]. Borrower hereby grants to Administrative Agent an irrevocable power-of-attorney, so long coupled with an interest, to perform upon the occurrence and during the continuance of an Event of Default any of the Environmental Remediation Work as Sellers use commercially required above and to apply the amounts on deposit in the Environmental Remediation Reserve Account to the costs associated therewith, all as Administrative Agent may determine in its sole discretion but without obligation to do so. Upon the completion of all Environmental Remediation Work as required above and provided Borrower shall have delivered to Administrative Agent reasonable efforts evidence of such completion together with reasonable evidence that all costs thereof have been paid and “no-further action” letters or other written confirmations from the applicable Governmental Authorities confirming that no further remediation or other action is required on account of the environmental items with respect to minimize interference which the Environmental Remediation Work was required and no Default or Event of Default shall have occurred and be continuing, the balance remaining in the Environmental Remediation Reserve Account shall [either] be [(i) if no Cash Flow Sweep Event is then in effect, disbursed to Borrower in accordance with the business conducted thereon and its written instructions delivered to Administrative Agent or (ii) for observing and monitoring if a Cash Flow Sweep Event is then in effect, deposited into the Remediation if Buyer is performing the Remediation, so long as Sellers uses commercially reasonable efforts to minimize interference with Buyer’s Remediation or the business conducted thereon. Following Master Disbursement Sweep Account.39 Within fifteen (15) days after completion of any each item of Environmental Remediation performed by SellersWork, Sellers shall promptly return the real property Borrower shall, at its expense, obtain and deliver to substantially the same condition in which it existed prior to the commencement Administrative Agent an Environmental Assessment of the Remediation (other than with respect Property made after such completion and confirming to the presence of Hazardous Materials). Buyer Indemnified Parties shall reasonably cooperate with Sellers with respect to any Remediation performed by Sellers Administrative Agent’s satisfaction that such item has been successfully completed in accordance with this Section 11.3Agreement.]

Environmental Remediation. (aA) Any Remediation The Transferor agrees to continue in a diligent manner the remediation of each parcel of Lease and Option Properties listed on Schedule 8.22(A) in accordance with the proposed remedial action set forth on Schedule 7.5(b) until (i) such parcel has reached a status such that the applicable environmental authority has finally determined that no further remedial action is required with respect to such parcel, (ii) Transferor determines that further remediation is not commercially reasonable, (iii) Operating determines that the prospects for which the continued use of any such parcel is an Indemnified Party seeks indemnification from Sellers under this Section 11 unacceptable risk for Operating's further involvement with such parcel, or (iv) a term of four and one-half years has passed since the Closing and no final resolution of the Environmental Condition on such parcel has been achieved and Operating determines to relocate its operations to a new location. The determination of any party as set forth above shall be governed in such party's absolute discretion. In any such event, Operating shall, in its sole discretion, be entitled to (i) terminate the Lease and Option of such parcel from the Transferor and receive from the Transferor the cost to establish an alternative service facility (in the area of the parcel in question) up to the value assigned to such parcel on Schedule 8.22(A) (the "Relocation Cost") or (ii) exercise its purchase option in the Lease and Option. Any cost of relocation over and above that set forth on Schedule 8.22(A) shall be borne by this Section 11.3Operating. (bB) Buyer Indemnified Parties Ongoing Remediation Properties. With respect to each of the "Ongoing Remediation Properties" listed on Schedule 8.22(B), the Transferor agrees to continue in a diligent manner the remediation of each parcel of Ongoing Remediation Property in accordance with the proposed remediation action set forth on Schedule 8.22(B) until such parcel has reached a status such that the applicable environmental authority has finally determined that no further remedial action is required with respect to such parcel. All cost of remediation or state fees or expenses on these parcels shall have the right to perform Remediation and seek indemnification from Sellers for related costs or shall, at their sole option, elect to have Sellers perform all or a portion of such Remediationbe borne by Transferor. (cC) Any Party performing a Minor Remediation Prior to Closing. Between the cost date hereof and the Closing, the Transferor shall have caused the proper testing, removal, or other remediation of which is the responsibility of Sellers pursuant conditions listed on Schedule 8.22(C) to Section 11 of this Agreement (“Performing Party”) shall: (i) provide written notification occur to the other Party (“Other Party”) that it intends reasonable satisfaction of Operating and furnish to perform Remediation prior to commencing any such Remediation; (ii) shall select a qualified consultant to oversee the Remediation, subject to the approval Operating written documentation of the Other Party, whose approval shall not be unreasonably withheld; (iii) provide the Other Party with a reasonable opportunity accomplishment of each such task to comment in advance upon any material written communications, filings, reports, correspondence or other writings given to any Governmental Entity in connection with such Remediation and consider timely provided comments in good faith; (iv) to the extent practical, provide the Other Party with a reasonable opportunity to participate in any meetings with any Governmental Authority regarding the Remediation at such Other Party’s sole cost and expense; (v) comply with applicable Laws; (vi) minimize costs in conducting any Remediation and employ cost-effective Remediation methods that are commercially reasonable under the circumstances; (vii) use risk based clean-up standards and employ deed restrictions and institutional and engineering controls to the extent commercially reasonable; (viii) allow the Other Party or their agents reasonable access to the Casablanca Properties for purposes of observing the Remediation so long as such Other Party and its agents do not interfere with the Remediation or the operation of the business conducted thereon; (ix) keep the Other Party reasonably informed of the progress of any such Remediation and the schedule for completing such Remediation; (x) within five (5) business days of receipt, use commercially reasonable efforts to provide to the Other Party copies of all material written communications, filings, reports, correspondence or other writings, photographs or materials received from any Person (including any Governmental Authority) in connection with the performance of any such Remediation; and (xi) use commercially reasonable efforts to preserve any rights the Other Party may have against insurers or other third partiesthose properties listed. (d) Buyer shall permit Sellers and their representatives and consultants access to the applicable real property (i) for purpose of performing the Remediation, to the extent Sellers are performing the Remediation, so long as Sellers use commercially reasonable efforts to minimize interference with the business conducted thereon and (ii) for observing and monitoring the Remediation if Buyer is performing the Remediation, so long as Sellers uses commercially reasonable efforts to minimize interference with Buyer’s Remediation or the business conducted thereon. Following completion of any Remediation performed by Sellers, Sellers shall promptly return the real property to substantially the same condition in which it existed prior to the commencement of the Remediation (other than with respect to the presence of Hazardous Materials). Buyer Indemnified Parties shall reasonably cooperate with Sellers with respect to any Remediation performed by Sellers in accordance with this Section 11.3.

Environmental Remediation. (a) Any On January 31, 2001, an Environmental Condition Assessment Form (“ECAF”) was submitted to the State Department of Environmental Protection (“DEP”). The ECAF was submitted along with a Form III pursuant to the transfer of the Site to the Developer. The ECAF provided a summary of the known environmental condition of the parcel. On April 30, 2001, the DEP responded to the Form III and ECAF with a determination that a licensed environmental professional (“LEP”) could verify the investigation and remediation of the Site. The Developer retained Xxxxxxxx Engineering Associates, Inc. (LEA) of Plainville, Connecticut to act as the LEP during the investigation and remediation of the Site. All parties to this Agreement have mutually agreed that LEA shall serve as the LEP of record for the investigation and remediation of the Site. The LEP shall be responsible to each party that is required to engage in environmental remediation and shall be paid by each responsible party for the work that is done for that party. In the event of a dispute over how much is owed to the LEP by each party, the LEP and the parties will submit such dispute to non-binding arbitration. Prior to initiation of environmental remediation, the Developer will prepare or have prepared a Remedial Action Plan (“RAP”), which shall have been reviewed and approved by the Town and Conn DOT. The RAP will be a written report which: 1) evaluates the alternatives for remedial actions to xxxxx pollution in accordance with the Remediation Standard Regulations (Regulations of Connecticut State Agencies (“RCSA”), Sections 22a-133k-1 to k-3); 2) proposes a preferred alternative with supporting justification therefore; 3) states in detail the most expeditious schedule for performing the preferred alternative; 4) states in detail the party responsible for implementing each element of the preferred alternative, inclusive of monitoring and maintenance as described hereinafter; 5) identifies any permits required under sections 00x-00, 00x-00x, 00x-000, 00x-000, 00x-000 xx 00x-000 of the Connecticut General Statute that would be required to implement the preferred alternative; 6) contains a monitoring plan describing activities to determine the degree to which an Indemnified Party seeks indemnification from Sellers under the preferred alternative has been effective, including a schedule for implementing the monitoring plan; 7) contains a maintenance plan describing the activities to ensure that the integrity of any remedial system installed is maintained, including a schedule for implementing the maintenance plan. For the purposes of this Agreement, the term licensed environmental professional means a person who is qualified by reason of his knowledge, as specified in subsection (e) of this Section 11 shall be governed by this Section 11.322a-133v of the Connecticut General Statutes, to engage in activities associated with the investigation and remediation of pollution and sources of pollution including the rendering or offering to render to clients professional services in connection with the investigation and remediation of pollution and sources of pollution. (b) Buyer Indemnified Parties The Town shall have be responsible for all environmental remediation on the right to perform Remediation and seek indemnification from Sellers for related costs or shall, at their sole option, elect to have Sellers perform all or a portion Surface Parking Area of such Remediation.conditions existing as of the date of: (c) Any Party performing a Remediation the cost of which is the responsibility of Sellers pursuant to Section 11 of this Agreement (“Performing Party”) shall: (i) provide written notification the conveyance of the Parking Land to the other Party (“Other Party”) that it intends to perform Remediation prior to commencing any such Remediation; (ii) shall select a qualified consultant to oversee the Remediation, subject to the approval of the Other Party, whose approval shall not be unreasonably withheld; (iii) provide the Other Party with a reasonable opportunity to comment in advance upon any material written communications, filings, reports, correspondence or other writings given to any Governmental Entity in connection with such Remediation and consider timely provided comments in good faith; (iv) to the extent practical, provide the Other Party with a reasonable opportunity to participate in any meetings with any Governmental Authority regarding the Remediation at such Other Party’s sole cost and expense; (v) comply with applicable Laws; (vi) minimize costs in conducting any Remediation and employ cost-effective Remediation methods that are commercially reasonable under the circumstances; (vii) use risk based clean-up standards and employ deed restrictions and institutional and engineering controls to the extent commercially reasonable; (viii) allow the Other Party or their agents reasonable access to the Casablanca Properties for purposes of observing the Remediation so long as such Other Party and its agents do not interfere with the Remediation or the operation of the business conducted thereon; (ix) keep the Other Party reasonably informed of the progress of any such Remediation and the schedule for completing such Remediation; (x) within five (5) business days of receipt, use commercially reasonable efforts to provide to the Other Party copies of all material written communications, filings, reports, correspondence or other writings, photographs or materials received from any Person (including any Governmental Authority) in connection with the performance of any such Remediation; and (xi) use commercially reasonable efforts to preserve any rights the Other Party may have against insurers or other third parties. (d) Buyer shall permit Sellers and their representatives and consultants access to the applicable real property (i) for purpose of performing the Remediation, to the extent Sellers are performing the Remediation, so long as Sellers use commercially reasonable efforts to minimize interference with the business conducted thereon and (ii) for observing and monitoring the Remediation if Buyer is performing the Remediation, so long as Sellers uses commercially reasonable efforts to minimize interference with Buyer’s Remediation or the business conducted thereon. Following completion of any Remediation performed by Sellers, Sellers shall promptly return the real property to substantially the same condition in which it existed prior to the commencement of the Remediation (other than Town with respect to the presence of Hazardous Materials). Buyer Indemnified Parties shall reasonably cooperate with Sellers Parking Land; (ii) the CWA Land Lease with respect to any the Commuter Waiting Area Land associated with the construction of the Surface Parking only; and (iii) the temporary easement for construction with respect to the Conn DOT Land. Remediation performed measures required by Sellers the RAP shall be completed in accordance therewith and to the satisfaction of the LEP with this respect to the Surface Parking Area, including complying with all of the requirements of the DEP and any wetland remediation required by the existing regulations of the Town Conservation Commission (the “CC”). The Town shall pay for the first One Million Dollars ($1,000,000) of costs incurred in such remediation. The Developer shall share on a 50-50% basis with the Town any and all costs of environmental remediation and wetland remediation incurred with respect to the Surface Parking Area (exclusive of the Conn DOT Land) above $1,000,000 (“Excess Remediation Expense”); provided, however, that the Developer will be reimbursed for its pro-rata share of such costs, if any, at the Developer’s option, from (a) eligible Connecticut Development Authority (“CDA”) funds described in Section 11.3.5.2 below, or