Common use of Environmental Remediation Clause in Contracts

Environmental Remediation. HP and Enterprise agree that the Remediation Obligations at the projects set forth on Schedule 2.3(b)(iii) (Projects with Remediation Obligations and Remediation Cost Trigger) shall be handled in accordance with this Section 7.9. (a) HP shall perform, or cause to be performed, the Remediation Obligations set forth on Schedule 2.3(b)(iii) (Projects with Remediation Obligations and Remediation Cost Trigger). As set forth in Section 2.3(c)(vi)(D), once HP has met the Remediation Cost Trigger by expenditures of Allowable Costs arising from Remedial Activities at the projects set forth on Schedule 2.3(b)(iii) (Projects with Remediation Obligations and Remediation Cost Trigger), any additional costs incurred in fulfilling the Remediation Obligations shall become Corporate Liabilities and managed and shared equally in accordance with Section 6.12(c). (b) On an annual basis, HP shall provide Enterprise with a summary of the amount expended on fulfilling the Remediation Obligations at each of the projects set forth on Schedule 2.3(b)(iii) (Projects with Remediation Obligations and Remediation Cost Trigger) in the prior year and the amount remaining until HP has met the Remediation Cost Trigger. On a quarterly basis, HP shall provide Enterprise with a summary of changes in the costs forecasted by HP for Remedial Activities at each of the projects set forth on Schedule 2.3(b)(iii) (Projects with Remediation Obligations and Remediation Cost Trigger) in a mutually acceptable form and manner, and such information shall be considered HPI Confidential Information in accordance with Section 7.2(b). Upon written request from Enterprise (provided that such request does not occur more than once in a calendar year), HP shall also provide Enterprise with a summary of the Remedial Activities that were completed in the prior year. If HP has completed all Remedial Activities necessary to fulfill all Remediation Obligations and has received a written no further action determination or certificate of completion or similar determination from the applicable Governmental Authority (Completion Notice) for all of the projects set forth on Schedule 2.3(b)(iii) (Projects with Remediation Obligations and Remediation Cost Trigger) and the Remediation Cost Trigger has not been met, HP shall reimburse Enterprise 50% of the difference between the Allowable Costs incurred by HP in fulfilling all Remediation Obligations and the Remediation Cost Trigger. (c) HP’s performance of the Remediation Obligations shall be performed in accordance with applicable Environmental Laws. (d) Enterprise, and each member of the Enterprise Group, agrees that as part of the consideration for HP performing the Remediation Obligations, HP shall have full decision-making authority with respect to all Remediation Obligations, including the exclusive authority to file any appeals or challenges to orders or directives from Governmental Authorities, to enter into any settlements with third parties and Governmental Authorities, and HP shall have the exclusive authority to interact with Governmental Authorities and third parties regarding these Remediation Obligations. (e) Enterprise, and each member of the Enterprise Group, shall afford or cause to be afforded to HP and its employees, consultants, contractors and subcontractors, reasonable access to any real property leased or subleased by a member of the Enterprise Group at or near a project where HP may be performing Remedial Activities to fulfill the Remediation Obligations. (f) Enterprise, and each member of the Enterprise Group, shall use its reasonable best efforts to assist HP in the approval and implementation of the Remedial Activities developed by HP to fulfill the Remediation Obligations. (g) Enterprise, and each member of the Enterprise Group, shall provide reasonable cooperation to HP regarding implementation of the Remedial Actions, including the execution of documents determined by HP to be necessary and appropriate in connection with the Remedial Actions. (h) Notwithstanding any other provision of this Agreement, HP shall not be obligated to obtain from any Governmental Authority or third party any consent, substitution, approval or amendment required to novate or assign any obligations or Liabilities under Environmental Law that do not constitute Enterprise Liabilities or to obtain in writing the unconditional release of Enterprise from any such obligations or Liabilities. (i) HP’s Remediation Obligations shall be satisfied when a no further action determination or certificate of completion or similar determination is received from the applicable Governmental Authority. Once HP has received such a written communication from the applicable Governmental Authority, any Remedial Activities required in the future at that property shall be governed by Section 2.3(c)(vi)(C). (j) In the event that any Action is commenced that would constitute a Corporate Liability under Section 2.3(c)(vi), the party receiving notice of the Action shall notify the other party promptly in writing. (k) Schedule 7.9 sets forth additional provisions for the Remediation Obligations at the projects set forth on Schedule 7.9.

Environmental Remediation. HP and Enterprise agree that the Remediation Obligations at the projects set forth on Schedule 2.3(b)(iii) (Projects with Remediation Obligations and Remediation Cost Trigger) shall be handled in accordance with this Section 7.9. (a) HP Purchaser shall perform, or cause as soon as is reasonably practicable provide to be performed, the Remediation Obligations set forth on Schedule 2.3(b)(iii) (Projects with Remediation Obligations and Remediation Cost Trigger). As set forth in Section 2.3(c)(vi)(D), once HP has met the Remediation Cost Trigger by expenditures of Allowable Costs arising from Remedial Activities at the projects set forth on Schedule 2.3(b)(iii) (Projects with Remediation Obligations and Remediation Cost Trigger), any additional costs incurred in fulfilling the Remediation Obligations shall become Corporate Liabilities and managed and shared equally ABB written notice in accordance with Section 6.12(c11.02 of any conditions or circumstances that are reasonably likely to require or give rise to Remedial Actions and that are reasonably likely to result in Purchaser making a claim for indemnification pursuant to either Section 9.03(a)(viii) or Section 9.03(a)(i), in the latter case based upon any breach of the representations and warranties contained in Section 3.15; provided, however, that any failure to provide such notice shall not affect Purchaser’s indemnification rights hereunder except to the extent ABB’s interests are prejudiced. Except in an emergency, in the event ABB receives notice under Section 9.04 (which relates only to Remedial Actions) or 9.05, ABB shall have the right, but not the obligation, to conduct any and all Remedial Actions necessary to satisfy its indemnification obligations, unless ABB is not permitted to conduct such Remedial Actions by a Governmental Authority. Purchaser shall cooperate with ABB in connection therewith (including providing ABB reasonable access to any OGP Real Property upon which, or from which, Remedial Actions are to be conducted). ABB shall ensure at its own expense that all reasonable action is taken to keep or restore so far as reasonably possible any OGP Real Property or OGP Asset as appropriate, at which or from which ABB conducts Remedial Actions, in or to no worse condition than that prior to the commencement of the Remedial Actions and shall indemnify Purchaser or at Purchaser’s election any OGP Subsidiary for any Losses actually suffered by Purchaser or any of the OGP Subsidiaries as a result of any damage caused to the OGP Real Property or OGP Assets by ABB’s Remedial Actions. In satisfying its indemnification obligations in respect of Remedial Actions, ABB shall have the right to implement the most cost-effective measures that are consistent with Environmental Laws then applicable to the use and operation of the relevant facilities to the extent that they are not more onerous than those applicable to the use and operation of the relevant facilities while under the ownership of ABB, and that are consistent with any explicit requirement of a Governmental Authority that is issued pursuant to such Environmental Laws, provided that they reasonably ensure that no further Remedial Action, which would qualify for indemnification under this Agreement, could reasonably be expected to be required in the foreseeable future. In implementing such measures, ABB shall consult with Purchaser and consider all Purchaser’s reasonable suggestions, and make reasonable efforts to mitigate any interruption to the OGP Business. Purchaser shall be afforded the reasonable opportunity to be present during any Remedial Action and shall be notified of and shall be afforded the reasonable opportunity to attend any meetings with Governmental Authorities and shall be provided with copies of all relevant correspondence, results, reports and other documents. (b) On an annual basisWith respect to any claim by a Purchaser Indemnified Party for indemnification pursuant to either Section 9.03(a)(viii) or under Section 9.03(a)(i), HP shall provide Enterprise with a summary in the latter case based upon any breach of the amount expended on fulfilling representations and warranties contained in Section 3.15, ABB shall be released from its indemnification obligations for such claims (if otherwise valid under this Agreement) to the Remediation Obligations at each extent that associated Losses (A) are increased by a change in primary use or zoning classification of the projects set forth on Schedule 2.3(b)(iiiOGP Real Property from industrial use to commercial or residential use or from commercial use to residential use after the Closing Date by Purchaser, the OGP Subsidiaries or their respective Affiliates, or any other Person; (B) are identified as a result of any sampling or testing of the Environment after the Closing Date except that which is (Projects with Remediation Obligations and Remediation Cost Triggeri) required by an Order or Environmental Law, Environmental Permit or Environmental Agreement; (ii) in response to (a) an Action against Purchaser, the prior year OGP Subsidiaries or any of their respective Affiliates by a Governmental Authority or any other Person, (b) a requirement of a Governmental Authority or Law which if not responded to could reasonably be expected to give rise to an Action, or (c) any circumstance which if known by a Governmental Authority would give rise to an Action; (iii) conducted with respect to the state of repair of any buildings or plant on the premises including any foundation and the amount remaining until HP has met the Remediation Cost Trigger. On a quarterly basisunderground tank and structures, HP shall provide Enterprise with a summary of changes in the costs forecasted by HP for Remedial Activities at each of the projects set forth on Schedule 2.3(b)(iii) (Projects with Remediation Obligations respect to which such sampling and Remediation Cost Trigger) in a mutually acceptable form and manner, and such information shall be considered HPI Confidential Information testing is required pursuant to relevant Law or is undertaken in accordance with Section 7.2(b). Upon written request from Enterprise (provided that such request does not occur more than once in a calendar year), HP shall also provide Enterprise with a summary of standards commonly accepted and practiced within the Remedial Activities that were completed in the prior year. If HP has completed all Remedial Activities necessary to fulfill all Remediation Obligations and has received a written no further action determination or certificate of completion same or similar determination from industry; (iv) conducted in relation to the applicable Governmental Authority (Completion Notice) for all closure or decommissioning of, or the expansion, improvement or development of the projects set forth on Schedule 2.3(b)(iii) (Projects any OGP Real Property, with Remediation Obligations respect to which such sampling and Remediation Cost Trigger) and the Remediation Cost Trigger has not been met, HP shall reimburse Enterprise 50% of the difference between the Allowable Costs incurred by HP in fulfilling all Remediation Obligations and the Remediation Cost Trigger. (c) HP’s performance of the Remediation Obligations shall be performed testing is required pursuant to relevant Law or is undertaken in accordance with applicable Environmental Laws. standards commonly accepted and practiced within the same or similar industry; (dv) Enterprise, and each member conducted in connection with routine or emergency utility work or the routine or emergency assessment of the Enterprise Groupstructural integrity of fountains, agrees that as part of the consideration for HP performing the Remediation Obligationsfoundations, HP shall have full decision-making authority drains, sewers, sumps or storage tanks, with respect to all Remediation Obligations, including which such sampling and testing is required pursuant to relevant Law or is undertaken in accordance with standards commonly accepted and practiced within the exclusive authority to file same or similar industry; (vi) required by the terms of any appeals or challenges to orders or directives from Governmental Authorities, to enter into any settlements with third parties and Governmental Authorities, and HP shall have the exclusive authority to interact with Governmental Authorities and third parties regarding these Remediation Obligations. (e) Enterprise, and each member Leased Real Property lease in effect as of the Enterprise Groupdate hereof; and/or (vii) undertaken by Purchaser in respect of a matter which is the subject of a valid indemnity claim made pursuant to Section 9.03(a)(viii) or, shall afford or cause for indemnification pursuant to be afforded to HP and its employees, consultants, contractors and subcontractors, reasonable access to Section 9.03(a)(i) based upon any real property leased or subleased by a member breach of the Enterprise Group at representations and warranties contained in Section 3.15; or near a project where HP may be performing Remedial Activities to fulfill (C) result from any negligent act or omission of Purchaser, the Remediation Obligations. (f) Enterprise, and each member OGP Subsidiaries or any of the Enterprise Group, shall use its reasonable best efforts to assist HP in Purchaser Affiliates after the approval and implementation Closing Date that increases the amount of the Remedial Activities developed by HP to fulfill the Remediation Obligationssuch Losses. (g) Enterprise, and each member of the Enterprise Group, shall provide reasonable cooperation to HP regarding implementation of the Remedial Actions, including the execution of documents determined by HP to be necessary and appropriate in connection with the Remedial Actions. (h) Notwithstanding any other provision of this Agreement, HP shall not be obligated to obtain from any Governmental Authority or third party any consent, substitution, approval or amendment required to novate or assign any obligations or Liabilities under Environmental Law that do not constitute Enterprise Liabilities or to obtain in writing the unconditional release of Enterprise from any such obligations or Liabilities. (i) HP’s Remediation Obligations shall be satisfied when a no further action determination or certificate of completion or similar determination is received from the applicable Governmental Authority. Once HP has received such a written communication from the applicable Governmental Authority, any Remedial Activities required in the future at that property shall be governed by Section 2.3(c)(vi)(C). (j) In the event that any Action is commenced that would constitute a Corporate Liability under Section 2.3(c)(vi), the party receiving notice of the Action shall notify the other party promptly in writing. (k) Schedule 7.9 sets forth additional provisions for the Remediation Obligations at the projects set forth on Schedule 7.9.

Environmental Remediation. HP and Enterprise agree that the Remediation Obligations at the projects set forth on Schedule 2.3(b)(iii) (Projects with Remediation Obligations and Remediation Cost Trigger) shall be handled in accordance with this Section 7.9. (a) HP shall performSeller will, or cause to at its own expense, be performedresponsible for remediating, the Remediation Obligations set forth on Schedule 2.3(b)(iii) (Projects with Remediation Obligations and Remediation Cost Trigger). As set forth in Section 2.3(c)(vi)(D), once HP has met the Remediation Cost Trigger by expenditures of Allowable Costs arising from Remedial Activities at the projects set forth on Schedule 2.3(b)(iii) (Projects with Remediation Obligations and Remediation Cost Trigger), any additional costs incurred in fulfilling the Remediation Obligations shall become Corporate Liabilities and managed and shared equally in accordance with Section 6.12(c). (b) On an annual basis, HP shall provide Enterprise with a summary of the amount expended on fulfilling the Remediation Obligations at each of the projects set forth on Schedule 2.3(b)(iii) (Projects with Remediation Obligations and Remediation Cost Trigger) in the prior year and the amount remaining until HP has met the Remediation Cost Trigger. On a quarterly basis, HP shall provide Enterprise with a summary of changes in the costs forecasted by HP for Remedial Activities at each of the projects set forth on Schedule 2.3(b)(iii) (Projects with Remediation Obligations and Remediation Cost Trigger) in a mutually acceptable form and manner, and such information shall be considered HPI Confidential Information in accordance with Section 7.2(b). Upon written request from Enterprise (provided that such request does not occur more than once in a calendar year), HP shall also provide Enterprise with a summary of the Remedial Activities that were completed in the prior year. If HP has completed all Remedial Activities necessary to fulfill all Remediation Obligations and has received a written no further action determination or certificate of completion or similar determination from the applicable Governmental Authority (Completion Notice) for all of the projects set forth on Schedule 2.3(b)(iii) (Projects with Remediation Obligations and Remediation Cost Trigger) and the Remediation Cost Trigger has not been met, HP shall reimburse Enterprise 50% of the difference between the Allowable Costs incurred by HP in fulfilling all Remediation Obligations and the Remediation Cost Trigger. (c) HP’s performance of the Remediation Obligations shall be performed in accordance with applicable Environmental Laws, the following areas located at the Hillburn Gas Turbine Generating Station identified on page 6-2 of the Report, Additional Phase II Environmental Site Investigations Orange and Rockland prepared by XXX Xxxxxxx Xxxxxxxx Xxxxx, dated November 1998: (i) PCB-contaminated soils in two areas at the 34.5 kv Substation; (ii) PCB-contaminated soils in the Gas Turbine Switching Transformer Substation; (iii) stained soils and associated contamination in the 69 kv Substation containing polyaromatic hydrocarbons ("PAHs"); and (iv) stained soils and associated contamination in the Equipment Storage Area containing PAHs. Seller's obligation to remediate these conditions is limited to remediation of affected soils in the areas identified above. Seller shall remediate such soils to meet the least stringent New York cleanup standards applicable to the Hillburn Gas Turbine Generating Station as it is currently used; provided however, that the cleanup standards which govern the remedial work under this subparagraph (a) shall be at least as stringent as the New York State Department of Environmental Conservation ("NYSDEC") soil cleanup standards to protect groundwater. To the extent that the NYSDEC or the United States Environmental Protection Agency ("EPA") is involved in the oversight of any of the remediation described above, Seller shall remediate such soils to the extent required by the NYSDEC or the EPA, as the case may be. Seller shall prepare a work plan for the remedial work required by this subparagraph (a) and shall submit the work plan for Buyer's review and comment. Seller shall conduct confirmation sampling which demonstrates the completion of the remedial work required by this subparagraph (a) and shall prepare a report discussing the work. Except as otherwise required by applicable Environmental Law, neither party shall notify NYSDEC or EPA concerning the remedial work without the prior consent of the other party. Seller shall be responsible for all negotiations with the NYSDEC or the EPA with respect to such remedial work and, provided Seller is in substantial compliance with this Section 7.16, Buyer shall not engage in any discussions with NYSDEC or the EPA with respect to the remedial work, except to the extent authorized by Seller. (db) Enterprise, and each member Seller shall exercise reasonable efforts to complete the remedial work described in subparagraph (a) prior to the Closing. If Seller has not completed the remedial work described in subparagraph (a) as of the Enterprise GroupClosing, agrees Seller will continue to be responsible for completing said remediation as soon as reasonably possible after the Closing. In undertaking said remedial work, Seller shall (i) comply in all material respects with applicable Environmental Laws; (ii) provide Buyer with copies of all final and complete data, documents, correspondence and reports related to the remedial work; (iii) provide Buyer with at least five (5) Business Days' advance notice prior to undertaking any field work at the Hillburn Gas Turbine Generating Station; (iv) take all reasonable precautions to ensure that as part performance of the consideration for HP performing remedial work does not unreasonably interfere with operations at the Remediation Obligations, HP shall have full decision-making authority with respect to all Remediation Obligations, including the exclusive authority to file any appeals or challenges to orders or directives from Governmental AuthoritiesHillburn Gas Turbine Generating Station; and (v) repair and restore, to enter into the extent practicable, any settlements with third parties and Governmental Authorities, and HP shall have areas of the exclusive authority to interact with Governmental Authorities and third parties regarding these Remediation ObligationsHillburn Gas Turbine Generating Station adversely impacted by the remedial work. (ec) EnterpriseIf Seller is required to complete the remedial work described in subparagraph (a) after the Closing, Buyer shall undertake reasonable efforts to enable Seller, Seller's agents and each member of representatives to undertake the Enterprise Groupremedial work. To this end, Buyer shall afford or cause to be afforded to HP Seller and its employeesagents and representatives, including, but not limited to, environmental contractors and consultants, contractors and subcontractorswith reasonable cooperation, including, but not limited to, reasonable access to any of the real property leased or subleased by a member of the Enterprise Group at or near a project where HP may be performing Remedial Activities to fulfill the Remediation Obligations. (f) Enterprise, and each member of the Enterprise Group, shall use its reasonable best efforts to assist HP in the approval and implementation of the Remedial Activities developed by HP to fulfill the Remediation Obligations. (g) Enterprise, and each member of the Enterprise Group, shall provide reasonable cooperation to HP regarding implementation of the Remedial Actions, including the execution of documents determined by HP upon which remedial work is to be conducted, relevant records and utility services (including, but not limited to water and electricity); obtaining additional environmental permits (at Seller's expense) in order to undertake the required remediation; and filing any necessary and appropriate in connection reports (at Seller's expense) with the Remedial Actionsrelevant governmental authorities. (h) Notwithstanding any other provision of this Agreement, HP shall not be obligated to obtain from any Governmental Authority or third party any consent, substitution, approval or amendment required to novate or assign any obligations or Liabilities under Environmental Law that do not constitute Enterprise Liabilities or to obtain in writing the unconditional release of Enterprise from any such obligations or Liabilities. (i) HP’s Remediation Obligations shall be satisfied when a no further action determination or certificate of completion or similar determination is received from the applicable Governmental Authority. Once HP has received such a written communication from the applicable Governmental Authority, any Remedial Activities required in the future at that property shall be governed by Section 2.3(c)(vi)(C). (j) In the event that any Action is commenced that would constitute a Corporate Liability under Section 2.3(c)(vi), the party receiving notice of the Action shall notify the other party promptly in writing. (k) Schedule 7.9 sets forth additional provisions for the Remediation Obligations at the projects set forth on Schedule 7.9.

Environmental Remediation. HP The EDA makes no representations concerning nor shall have any responsibility or obligation to undertake any cleanup or remediation on the EDA Property. Following delivery of the Deed, the Developer agrees to remediate any environmental contamination or pollution on the EDA Property that may be required by law. To address potential unknown refuse and Enterprise agree that Hazardous Materials, on the Remediation Obligations at Closing Date, the projects set forth on Schedule 2.3(b)(iiiParcel 2 Seller has deposited $50,000 (the “Escrow Funds”) (Projects with Remediation Obligations into the Environmental Escrow Account established by the City for the benefit of the Developer and Remediation Cost Trigger) shall be handled in accordance with this Section 7.9the EDA. (a) HP shall perform, or cause to be performedAfter Closing, the Remediation Obligations set forth on Schedule 2.3(b)(iiiDeveloper and Bay West LLC (the “Environmental Engineer”) shall develop a Response Action Plan (Projects with Remediation Obligations and Remediation Cost Trigger). As set forth in Section 2.3(c)(vi)(D“RAP”), once HP has met prepared with respect to Parcel 2, to remediate conditions identified in the Remediation Cost Trigger Phase II Investigation Report, 000 Xxxxxxxx Xxxxxx, Xxxxxx Xxxxxxxxx, Xxx Xxxx Project No. J170807, dated October 31, 2017, by expenditures of Allowable Costs arising from Remedial Activities at Bay West LLC (the projects set forth on Schedule 2.3(b)(iii“Phase II Report”) and any further work that may be required to remove or remediate any petroleum product or other pollutant, contaminant or other Hazardous Materials (Projects with Remediation Obligations the “Remediation”) to the extent required by and Remediation Cost Trigger), any additional costs incurred in fulfilling the Remediation Obligations shall become Corporate Liabilities and managed and shared equally in accordance with Section 6.12(call applicable local, state and federal environmental laws and regulations, which shall be approved by the Voluntary Investigation and Cleanup Program staff, the Petroleum Brownfields Program staff or other appropriate program staff of Minnesota Pollution Control Agency (“MPCA”) or other applicable action plan from another appropriate regulatory authority (collectively, the “Remediation Plan”). (b) On an annual basis, HP shall provide Enterprise with a summary of the amount expended on fulfilling The Developer agrees to take all necessary action to complete the Remediation Obligations at each of the projects set forth on Schedule 2.3(b)(iii) (Projects with Remediation Obligations and Remediation Cost Trigger) in the prior year and the amount remaining until HP has met the Remediation Cost Trigger. On a quarterly basis, HP shall provide Enterprise with a summary of changes in the costs forecasted by HP for Remedial Activities at each of the projects set forth on Schedule 2.3(b)(iii) (Projects with Remediation Obligations and Remediation Cost Trigger) in a mutually acceptable form and manner, and such information shall be considered HPI Confidential Information in accordance with Section 7.2(b). Upon written request from Enterprise (provided that such request does not occur more than once in a calendar year), HP shall also provide Enterprise with a summary of the Remedial Activities that were completed in the prior year. If HP has completed all Remedial Activities necessary to fulfill all Remediation Obligations and has received a written no further action determination or certificate of completion or similar determination from the applicable Governmental Authority (Completion Notice) for all of the projects set forth on Schedule 2.3(b)(iii) (Projects with Remediation Obligations and Remediation Cost Trigger) and the Remediation Cost Trigger has not been met, HP shall reimburse Enterprise 50% of the difference between the Allowable Costs incurred by HP in fulfilling all Remediation Obligations and the Remediation Cost TriggerPlan. (c) HP’s performance Whenever the Developer desires a disbursement of Escrow Funds to pay costs of the Remediation, which shall be no more often than monthly, the Developer shall submit to the City and the EDA a written request, accompanied by invoices or other evidence, satisfactory to the City and the EDA, of payment of costs of the Remediation Obligations shall be performed in accordance with the applicable Environmental LawsRemediation Plan. If the City and the EDA have not rejected the such costs in writing within 15 calendar days of submission, such costs of the Remediation shall automatically be deemed approved by the City and the EDA, and the City shall disburse the requested amount of the Escrow Funds or such lesser amount as is approved by City and the EDA. (d) Enterprise, and each member If the Escrow Funds are insufficient to pay all costs of the Enterprise GroupRemediation and complete the Remediation to a degree necessary to obtain a Closure Letter, the Developer agrees that as part to pay half of such Remediation costs in excess of the consideration for HP performing Escrow Funds and the EDA will cause the Parcel 2 Seller to pay half of such Remediation Obligations, HP shall have full decision-making authority costs in excess of the Escrow Funds in accordance with respect to all Remediation Obligations, including the exclusive authority to file any appeals or challenges to orders or directives from Governmental Authorities, to enter into any settlements with third parties and Governmental Authorities, and HP shall have the exclusive authority to interact with Governmental Authorities and third parties regarding these Remediation ObligationsParcel 2 Purchase Agreement. (e) Enterprise, and each member Upon completion of the Enterprise GroupRemediation, the Developer shall afford or cause deliver to be afforded to HP and its employees, consultants, contractors and subcontractors, reasonable access to any real property leased or subleased by the City a member of the Enterprise Group at or near a project where HP may be performing Remedial Activities to fulfill the Remediation Obligations. (f) Enterprise, and each member of the Enterprise Group, shall use its reasonable best efforts to assist HP in the approval and implementation of the Remedial Activities developed by HP to fulfill the Remediation Obligations. (g) Enterprise, and each member of the Enterprise Group, shall provide reasonable cooperation to HP regarding implementation of the Remedial Actions, including the execution of documents determined by HP to be necessary and appropriate in connection with the Remedial Actions. (h) Notwithstanding any other provision of this Agreement, HP shall not be obligated to obtain from any Governmental Authority or third party any consent, substitution, approval or amendment required to novate or assign any obligations or Liabilities under Environmental Law that do not constitute Enterprise Liabilities or to obtain in writing the unconditional release of Enterprise from any such obligations or Liabilities. (i) HP’s Remediation Obligations shall be satisfied when a no further action determination or certificate of completion or similar determination is received from the applicable Governmental Authority. Once HP MPCA pursuant to Minnesota Statutes, Section 115B.175 or other closure letter from another appropriate regulatory authority that remediation has received such a written communication from been completed to the applicable Governmental Authoritysatisfaction of the MPCA or other authority for purposes of constructing one or more commercial buildings on the Sale Property (the “Closure Letter”), any Remedial Activities required in the future at that property shall be governed by Section 2.3(c)(vi)(C)returned to the Developer. (j) In the event that any Action is commenced that would constitute a Corporate Liability under Section 2.3(c)(vi), the party receiving notice of the Action shall notify the other party promptly in writing. (k) Schedule 7.9 sets forth additional provisions for the Remediation Obligations at the projects set forth on Schedule 7.9.

Environmental Remediation. HP and Enterprise agree that the Remediation Obligations at the projects set forth on Schedule 2.3(b)(iii) (Projects with Remediation Obligations and Remediation Cost Trigger) shall be handled in accordance with this Section 7.9. (a) HP shall performIf one or more environmental conditions are identified by the Phase One Assessment (defined below) as requiring remediation to avoid liability to Buyer after the Closing (the “Environmental Conditions”), Buyer may nevertheless elect to Close. In such an event, and if Closing occurs on or cause before June 30, 2013, Buyer may withhold from the Samson Purchase Price to be performeddelivered at Closing the estimated cost of such remediation, up to a maximum of $937,500, if and to the extent that the costs to cover Buyer’s actual out of pocket costs of such remediation (excluding Buyer’s internal expenses as costs for this purpose) are described in reasonable detail in an Environmental Estimate (the “Remediation Obligations set forth on Schedule 2.3(b)(iii) (Projects with Remediation Obligations and Remediation Cost TriggerHoldback Holdback " ”). As set forth in Section 2.3(c)(vi)(D)If Buyer does retain a Remediation Holdback as permitted by this subsection, once HP has met then Buyer shall, promptly after the Remediation Cost Trigger by expenditures Closing, commence remediation of Allowable Costs arising from Remedial Activities at the projects set forth on Schedule 2.3(b)(iii) (Projects with Remediation Obligations and Remediation Cost Trigger)Environmental Conditions. If Closing occurs after June 30, 2013, then Buyer shall not be entitled to withhold any additional costs incurred in fulfilling the Remediation Obligations shall become Corporate Liabilities and managed and shared equally in accordance with Section 6.12(c)funds for remediation of Environmental Conditions. (b) On an annual basisIf Closing occurs on or before June 30, HP shall provide Enterprise with a summary 2013, and Buyer elects to Close notwithstanding the disclosure of the amount expended on fulfilling the Remediation Obligations at each of the projects set forth on Schedule 2.3(b)(iii) (Projects with Remediation Obligations and Remediation Cost Trigger) Environmental Conditions in the prior year and Phase One Assessment but wishes to obtain a setoff from the amount remaining until HP has met the Remediation Cost Trigger. On a quarterly basis, HP shall provide Enterprise with a summary of changes in Samson Purchase Price for the costs forecasted by HP for Remedial Activities at each of the projects set forth on Schedule 2.3(b)(iii) (Projects with Remediation Obligations and Remediation Cost Trigger) in a mutually acceptable form and manner, and such information shall be considered HPI Confidential Information remediation in accordance with Section 7.2(bsubsection (a), then Buyer shall commence remediation of the Environmental Conditions no later than thirty (30) days following the Closing and shall, no later than ten (10) days after the beginning of each calendar month thereafter while remediation efforts are continuing, provide Samson with a monthly accounting of all remediation costs and expenses incurred during the immediately preceding month. Upon written request from Enterprise the earlier to occur of (provided that such request does not occur more than once in a calendar yeari) three (3) months after Closing or (ii) thirty (30) days after all remediation activities are completed (the “Remediation Date Date " ”), HP Buyer shall also provide Enterprise Samson with a summary final accounting of all remediation costs and expenses paid by Buyer in connection therewith (the Remedial Activities that were completed in the prior year. If HP has completed all Remedial Activities necessary to fulfill all “Final Remediation Obligations and has received a written no further action determination or certificate of completion or similar determination from the applicable Governmental Authority (Completion Notice) for all of the projects set forth on Schedule 2.3(b)(iii) (Projects with Remediation Obligations and Remediation Cost Trigger) and the Remediation Cost Trigger has not been met, HP shall reimburse Enterprise 50% of the difference between the Allowable Costs incurred by HP in fulfilling all Remediation Obligations and the Remediation Cost TriggerCost”). (c) HP’s performance of If the Final Remediation Cost is less than the Remediation Obligations Holdback, Buyer shall immediately pay the difference to Samson by wire or other electronic funds transfer. If the Final Remediation Cost is greater than the Remediation Holdback but not more than $937,500, Samson shall pay the difference between the Final Remediation Cost and the Remediation Amount (the “Additional Remediation Amount”) to Buyer by wire or other electronic funds transfer. If in such a case the Final Remediation Cost is greater than $937,500, Samson shall pay to Buyer the difference between $937,500 and the Remediation Advance (the “Additional Remediation Amount”). Any dispute regarding the Final Remediation Cost (or the Additional Remediation Amount) shall be performed in accordance with applicable Environmental Lawssubmitted to arbitration pursuant to Section 9.9. (d) EnterpriseIf Closing occurs after June 30, 2013, and each member Buyer elects to close notwithstanding the existence of Environmental Conditions, Buyer shall be responsible for all costs of remediation of the Enterprise GroupEnvironmental Conditions, agrees that as part of the consideration for HP performing the there shall be no Remediation Obligations, HP shall have full decision-making authority with respect to all Remediation Obligations, including the exclusive authority to file any appeals or challenges to orders or directives from Governmental Authorities, to enter into any settlements with third parties and Governmental AuthoritiesHoldback, and HP Samson shall have the exclusive authority to interact with Governmental Authorities and third parties regarding these Remediation Obligations. (e) Enterprise, and each member of the Enterprise Group, shall afford or cause to in no event be afforded to HP and its employees, consultants, contractors and subcontractors, reasonable access to any real property leased or subleased by a member of the Enterprise Group at or near a project where HP may be performing Remedial Activities to fulfill the Remediation Obligations. (f) Enterprise, and each member of the Enterprise Group, shall use its reasonable best efforts to assist HP in the approval and implementation of the Remedial Activities developed by HP to fulfill the Remediation Obligations. (g) Enterprise, and each member of the Enterprise Group, shall provide reasonable cooperation to HP regarding implementation of the Remedial Actions, including the execution of documents determined by HP to be necessary and appropriate in connection with the Remedial Actions. (h) Notwithstanding any other provision of this Agreement, HP shall not be obligated to obtain from any Governmental Authority or third party any consent, substitution, approval or amendment required to novate or assign any obligations or Liabilities under Environmental Law that do not constitute Enterprise Liabilities or to obtain in writing the unconditional release of Enterprise from responsible for any such obligations or Liabilitiescosts. (i) HP’s Remediation Obligations shall be satisfied when a no further action determination or certificate of completion or similar determination is received from the applicable Governmental Authority. Once HP has received such a written communication from the applicable Governmental Authority, any Remedial Activities required in the future at that property shall be governed by Section 2.3(c)(vi)(C). (j) In the event that any Action is commenced that would constitute a Corporate Liability under Section 2.3(c)(vi), the party receiving notice of the Action shall notify the other party promptly in writing. (k) Schedule 7.9 sets forth additional provisions for the Remediation Obligations at the projects set forth on Schedule 7.9.

Environmental Remediation. HP and Enterprise agree that the Remediation Obligations at the projects set forth on Schedule 2.3(b)(iii) (Projects with Remediation Obligations and Remediation Cost Trigger) shall be handled in accordance with this Section 7.9. (a) HP shall perform, or cause to be performed, the Remediation Obligations set forth on Schedule 2.3(b)(iii) (Projects with Remediation Obligations and Remediation Cost Trigger). As set forth in Section 2.3(c)(vi)(D), once HP has met the Remediation Cost Trigger by expenditures of Allowable Costs arising from Remedial Activities at the projects set forth on Schedule 2.3(b)(iii) (Projects with Remediation Obligations and Remediation Cost Trigger), any additional costs incurred in fulfilling the Remediation Obligations shall become Corporate Liabilities and managed and shared equally If Phase II Sampling is undertaken in accordance with Section 6.12(c). (b) On an annual basis5.3, HP shall provide Enterprise with a summary of the amount expended on fulfilling the Remediation Obligations at each of the projects set forth on Schedule 2.3(b)(iii) (Projects with Remediation Obligations and Remediation Cost Trigger) in the prior year and the amount remaining until HP has met the Remediation Cost Trigger. On a quarterly basis, HP shall provide Enterprise with a summary of changes in the costs forecasted by HP for Remedial Activities at each of the projects set forth on Schedule 2.3(b)(iii) (Projects with Remediation Obligations and Remediation Cost Trigger) in a mutually acceptable form and manner, and such information shall be considered HPI Confidential Information unless this Agreement is terminated in accordance with Section 7.2(b8.1, upon completion of the Phase II Sampling, Sellers agree to pay for (subject to reimbursement as set forth below), perform and control Cleanup of any Environmental Condition revealed by the Phase II Sampling (“Remediation”); provided in no event shall the Sellers be responsible for any Remediation after Sellers’ costs and/or expenses exceed (excluding Environmental Reimbursements made by Purchaser) the Indemnification Cap. In the event the projected Cleanup cost is less than $250,000.00, the Purchaser shall have the right at its option, but not the obligation, to control the Remediation, and if Purchaser so elects to control the Remediation, the Sellers will have no further obligation with respect to the Remediation. The Remediation shall not be required to exceed the least stringent standards required by applicable Governmental Body(ies) and to comply with applicable Environmental Laws for the current use of the affected land. Purchaser agrees to reimburse Sellers’ out-of-pocket costs and expenses reasonably incurred in performing the Remediation up to an aggregate amount of $250,000.00 (“Environmental Reimbursements”). Upon The Purchaser may attend and participate in any meeting the Sellers may have with any Governmental Body regarding any such Cleanup. The Remediation and the performance thereof shall not, without Purchaser’s prior written request from Enterprise consent, (provided that such request does not occur more than once in a calendar year), HP shall also provide Enterprise i) unreasonably interfere with a summary the operation of the Remedial Activities that were completed Business, or (ii) impose any material additional cost or expense upon any of the Subsidiaries in the prior year. If HP has completed all Remedial Activities necessary to fulfill all Remediation Obligations and has received a written no further action determination or certificate of completion or similar determination from the applicable Governmental Authority (Completion Notice) for all operation of the projects set forth on Schedule 2.3(b)(iii) (Projects Business after Closing. Sellers will use all commercially reasonable efforts to perform and expeditiously complete the Remediation, and Purchaser shall cooperate with Remediation Obligations and Remediation Cost Trigger) and Sellers in every reasonable way in the Remediation Cost Trigger has not been met, HP shall reimburse Enterprise 50% of the difference between the Allowable Costs incurred by HP in fulfilling all Remediation Obligations and the Remediation Cost Trigger. (c) HP’s performance of the Remediation Obligations shall be performed in accordance with applicable Environmental Laws. Remediation. Sellers and Purchaser acknowledge that (di) Enterprise, and each member of the Enterprise Group, agrees that as part of the consideration for HP performing the Remediation Obligations, HP shall have full decision-making authority with respect to all Remediation Obligations, including the exclusive authority to file any appeals or challenges to orders or directives from Governmental Authorities, to enter into any settlements with third parties may require land use and/or deed restrictions and Governmental Authorities, and HP shall have the exclusive authority to interact with Governmental Authorities and third parties regarding these Remediation Obligations. (e) Enterprise, and each member of the Enterprise Group, shall afford or cause to be afforded to HP and its employees, consultants, contractors and subcontractors, reasonable access to any real property leased or subleased by a member of the Enterprise Group at or near a project where HP may be performing Remedial Activities to fulfill the Remediation Obligations. (f) Enterprise, and each member of the Enterprise Group, shall use its reasonable best efforts to assist HP in the approval and implementation of the Remedial Activities developed by HP to fulfill the Remediation Obligations. (g) Enterprise, and each member of the Enterprise Group, shall provide reasonable cooperation to HP regarding implementation of the Remedial Actions, including the execution of documents determined by HP to be necessary and appropriate in connection with the Remedial Actions. (h) Notwithstanding any other provision of this Agreement, HP shall not be obligated to obtain from any Governmental Authority or third party any consent, substitution, approval or amendment required to novate or assign any obligations or Liabilities under Environmental Law similar limitations that do not constitute Enterprise Liabilities or unreasonably interfere with future use of the land consistent with its current use in the Business, (ii) the Remediation may require additional investigations and analyses after Closing before a comprehensive remediation plan can be developed, and (iii) the Remediation itself may require further testing and monitoring after Closing that might clarify and/or disclose pre-Closing Environmental Conditions requiring additional Cleanup for which Sellers will be responsible (subject to obtain in writing the unconditional release provisions of Enterprise from any such obligations or Liabilities. (i) HP’s this Section 2.15). The Remediation Obligations shall be satisfied when a no further action determination or certificate of completion or similar determination is received sufficient to receive sign-off and closure from the applicable appropriate Governmental Authority. Once HP has received such a written communication from the applicable Governmental Authority, any Remedial Activities required in the future at that property shall be governed by Section 2.3(c)(vi)(CBody(ies). (j) In the event that any Action is commenced that would constitute a Corporate Liability under Section 2.3(c)(vi), the party receiving notice of the Action shall notify the other party promptly in writing. (k) Schedule 7.9 sets forth additional provisions for the Remediation Obligations at the projects set forth on Schedule 7.9.

Environmental Remediation. HP and Enterprise agree that (a) The Parties acknowledge the Remediation Obligations existence of an Environmental Condition relating to asbestos at the projects set forth on Schedule 2.3(b)(iiiWoodbridge Facility and Pathmark agrees, at its sole cost and expense, to remediate such Environmental Condition (the "Woodbridge Remediation") (Projects with Remediation Obligations subject to and Remediation Cost Trigger) shall be handled in accordance with the terms of this Section 7.9. 13.8(a). Pathmark will, at its sole cost and expense, and at the earliest possible time after the date hereof, contract for and employ an environmental consultant (aand, if necessary, an engineer and environmental contractor) HP shall performreasonably acceptable to Purchasers who will develop and implement a remediation plan reasonably acceptable to Purchasers. Pathmark will commence the Woodbridge Remediation as soon as practicable hereafter (taking into account Pathmark's and Plainbridge's business operations at the Woodbridge Facility) and will use commercially reasonable efforts to complete such remediation prior to the Closing, or cause as shortly thereafter as reasonably possible. In the event the Woodbridge Remediation is not commenced prior to be performedClosing, Purchasers will select to the extent not previously retained by Pathmark or Plainbridge, an environmental consultant (and, if necessary, an engineer and environmental contractor) reasonably acceptable to Pathmark, who will develop and implement a remediation plan for the Woodbridge Remediation which is reasonably acceptable to Pathmark (including the costs and methods thereof); Pathmark agrees to pay all costs and expenses of the Woodbridge Remediation. Following the Closing, the Parties will jointly supervise the Woodbridge Remediation Obligations set forth and will work together to complete the Woodbridge Remediation in a cost efficient and timely manner. In the event the Woodbridge Remediation is not completed by the Closing, Pathmark agrees to pay Purchasers for all Incremental Facility Use Expenses incurred by Purchasers as a result of the Woodbridge Facility not being fully and completely available for use. Notwithstanding anything in this Agreement to the contrary, in the event the reasonably estimated cost of the Woodbridge Remediation exceeds $15,000,000, then Pathmark shall be under no obligation hereunder to convey the Woodbridge Facility and may instead, on Schedule 2.3(b)(iiithe Closing Date, lease the Woodbridge Facility to CSWG for a 25 year term (with an option in favor of CSWG to purchase the Woodbridge Facility) (Projects with Remediation Obligations on such terms and Remediation Cost Trigger). As set forth conditions as will effectuate as nearly as practicable the same economic result to Pathmark and Plainbridge as if Plainbridge had sold the Woodbridge Facility to CSWG on the Closing Date, which terms shall be negotiated in Section 2.3(c)(vi)(D), once HP has met good faith by the Remediation Cost Trigger by expenditures of Allowable Costs arising from Remedial Activities at the projects set forth on Schedule 2.3(b)(iii) (Projects with Remediation Obligations and Remediation Cost Trigger), any additional costs incurred in fulfilling the Remediation Obligations shall become Corporate Liabilities and managed and shared equally in accordance with Section 6.12(c)Parties. (b) On an annual basisIn the event any Environmental Condition (other than the Environmental Condition referred to in Section 13.8(a) above) is discovered during Purchasers' due diligence investigation, HP Purchasers shall provide Enterprise with send written notice of such Environmental Condition to Pathmark within a summary reasonable period of the amount expended on fulfilling the Remediation Obligations time after discovery thereof (but, in any event, prior to Closing) and Pathmark at each of the projects set forth on Schedule 2.3(b)(iii) (Projects with Remediation Obligations its sole cost and Remediation Cost Trigger) in the prior year and the amount remaining until HP has met the Remediation Cost Trigger. On a quarterly basis, HP expense shall provide Enterprise with a summary of changes in the costs forecasted by HP for Remedial Activities at each of the projects set forth on Schedule 2.3(b)(iii) (Projects with Remediation Obligations and Remediation Cost Trigger) in a mutually acceptable form and manner, and such information shall be considered HPI Confidential Information undertake remediation efforts thereafter in accordance with Section 7.2(b10.2(b). Upon written request from Enterprise (provided that At Purchasers' option, Purchasers may elect instead to assume Pathmark's duty to remediate such request does not occur more than once Environmental Condition, in which case Purchasers shall be entitled to and shall receive a calendar year), HP shall also provide Enterprise with a summary of credit at Closing to the Remedial Activities that were completed Purchase Price to be paid hereunder in the prior year. If HP has completed all Remedial Activities necessary an amount to fulfill all Remediation Obligations and has received a written no further action determination or certificate of completion or similar determination from the applicable Governmental Authority (Completion Notice) for all of the projects set forth on Schedule 2.3(b)(iii) (Projects with Remediation Obligations and Remediation Cost Trigger) and the Remediation Cost Trigger has not been met, HP shall reimburse Enterprise 50% of the difference be mutually agreed between the Allowable Costs Parties prior to the Closing to cover the costs and expenses incurred by HP Purchasers in fulfilling all Remediation Obligations and the Remediation Cost Triggerperforming such remediation efforts. (c) HP’s performance of the Remediation Obligations shall be performed in accordance with applicable Environmental Laws. (d) Enterprise, and each member of the Enterprise Group, agrees that as part of the consideration for HP performing the Remediation Obligations, HP shall have full decision-making authority with respect to all Remediation Obligations, including the exclusive authority to file any appeals or challenges to orders or directives from Governmental Authorities, to enter into any settlements with third parties and Governmental Authorities, and HP shall have the exclusive authority to interact with Governmental Authorities and third parties regarding these Remediation Obligations. (e) Enterprise, and each member of the Enterprise Group, shall afford or cause to be afforded to HP and its employees, consultants, contractors and subcontractors, reasonable access to any real property leased or subleased by a member of the Enterprise Group at or near a project where HP may be performing Remedial Activities to fulfill the Remediation Obligations. (f) Enterprise, and each member of the Enterprise Group, shall use its reasonable best efforts to assist HP in the approval and implementation of the Remedial Activities developed by HP to fulfill the Remediation Obligations. (g) Enterprise, and each member of the Enterprise Group, shall provide reasonable cooperation to HP regarding implementation of the Remedial Actions, including the execution of documents determined by HP to be necessary and appropriate in connection with the Remedial Actions. (h) Notwithstanding any other provision of this Agreement, HP shall not be obligated to obtain from any Governmental Authority or third party any consent, substitution, approval or amendment required to novate or assign any obligations or Liabilities under Environmental Law that do not constitute Enterprise Liabilities or to obtain in writing the unconditional release of Enterprise from any such obligations or Liabilities. (i) HP’s Remediation Obligations shall be satisfied when a no further action determination or certificate of completion or similar determination is received from the applicable Governmental Authority. Once HP has received such a written communication from the applicable Governmental Authority, any Remedial Activities required in the future at that property shall be governed by Section 2.3(c)(vi)(C). (j) In the event that any Action is commenced that would constitute a Corporate Liability under Section 2.3(c)(vi), the party receiving notice of the Action shall notify the other party promptly in writing. (k) Schedule 7.9 sets forth additional provisions for the Remediation Obligations at the projects set forth on Schedule 7.9.