Common use of Environmental Review Clause in Contracts

Environmental Review. From the date of this Agreement through the Notification Date Buyer may conduct an environmental assessment of the Assets, subject to the following: (a) Buyer shall have the right to conduct on-site inspections, including, but not limited to, Phase I testing (but not Phase II testing) (as those terms are defined by the American Society for Testing and Materials) environmental assessments of the Assets, including, but not limited to, sampling and analysis of soil, air, surface water, groundwater and waste materials, prior to the end of the Notification Date (“Buyer’s Environmental Review”) and Seller shall provide to Buyer a copy of any environmental review Seller has in its possession subject to the same terms of confidentiality subsequently set forth herein; (i) The cost and expense of Buyer’s Environmental Review shall be borne solely by Buyer; (ii) All inspections must be coordinated through a designated representative of Seller who may accompany Buyer during the course of Buyer’s inspection of the Assets; (iii) Buyer shall give Seller notice not less than 48 hours before any visits by Buyer and/or its consultant to the Assets, and Buyer shall seek and obtain Seller’s prior consent (which shall not be unreasonably withheld) before either Buyer or Buyer’s consultant enters the Assets; (iv) Buyer shall provide Seller a copy of any Phase I reports affecting the Assets promptly after Buyer’s receipt of the same; (v) Buyer and/or its consultant shall perform all such work in a safe and workmanlike manner, shall not unreasonably interfere with Seller’s operations, and shall comply with all Laws of applicable Governmental Authorities; (vi) Seller shall use commercially reasonable efforts to obtain any third party consents that are required in order to perform any work comprising Buyer’s Environmental Review; and (vii) Buyer hereby agrees to release and defend, indemnify, and hold harmless Seller and Seller’s Representatives from and against all Claims made by (or attributable to the acts or omissions of) Buyer or Buyer’s Representatives (INCLUDING THOSE RESULTING FROM THE SOLE, JOINT, OR CONCURRENT NEGLIGENCE (BUT NOT WILLFUL MISCONDUCT), STRICT LIABILITY OR OTHER LEGAL FAULT OF SELLER OR ANY OF SELLER’S REPRESENTATIVES) arising out of or relating to Buyer’s Environmental Review. The release and indemnity provisions of this Section 4.09 shall survive termination or Closing of this Agreement notwithstanding anything to the contrary provided for in this Agreement. (b) Unless otherwise required by applicable Laws, Buyer shall treat any matters revealed by Buyer’s Environmental Review and any environmental review provided by Seller to Buyer, including any analyses, compilations, studies, documents, reports, or data prepared or generated from such review, but excluding any public information (the “Environmental Information”), as confidential, and, except as provided below, Buyer shall not disclose any Environmental Information to any Governmental Authority, or, prior to Closing to any other third party without the prior written consent of Seller. Buyer may use the Environmental Information prior to Closing only in connection with the transactions contemplated by this Agreement. The Environmental Information shall be disclosed by Buyer to only those persons who need to know the Environmental Information for purposes of evaluating the transaction contemplated by this Agreement, and who agree to be bound by the terms of this Section 4.09. If Buyer or any third party to whom Buyer has provided any Environmental Information is requested, compelled, or required to disclose any of the Environmental Information prior to Closing, Buyer shall provide Seller with prompt notice sufficiently prior to any such disclosure so as to allow Seller to file for any protective order, or seek any other remedy, as it deems appropriate under the circumstances. If this Agreement is terminated prior to the Closing, upon Seller’s request Buyer shall deliver the Environmental Information, and all copies thereof and works based thereon, to Seller, which Environmental Information shall become the sole property of Seller. Upon request Buyer shall provide copies of the Environmental Information to Seller without charge. The terms and provisions of this Section 4.09(b) shall survive any termination of this Agreement, notwithstanding anything to the contrary.

Environmental Review. From the date of this Agreement through the Notification Date Buyer may conduct an environmental assessment of the Assets, subject to the following: (a) Buyer shall have the right to conduct on-site inspections, including, but not limited to, Phase I testing or cause a consultant (but not Phase II testing“Buyer’s Environmental Consultant”) to conduct an environmental review of the Assets and Seller’s records pertaining to the Assets (as those terms are defined by the American Society for Testing and Materialsset forth in Section 3.01) environmental assessments of the Assets, including, but not limited to, sampling and analysis of soil, air, surface water, groundwater and waste materials, prior to the end expiration of the Notification Date Examination Period (“Buyer’s Environmental Review”) and Seller shall provide to Buyer a copy of any environmental review Seller has in its possession subject to the same terms of confidentiality subsequently set forth herein; (i) ). The cost and expense of Buyer’s Environmental Review Review, if any, shall be borne solely by Buyer; . The scope of work comprising Buyer’s Environmental Review shall not include any intrusive test or procedure without the prior written consent of Seller. Buyer shall (and shall cause Buyer’s Environmental Consultant to): (i) consult with Seller before conducting any work comprising Buyer’s Environmental Review, (ii) All inspections must be coordinated through a designated representative of Seller who may accompany Buyer during the course of Buyer’s inspection of the Assets; (iii) Buyer shall give Seller notice not less than 48 hours before any visits by Buyer and/or its consultant to the Assets, and Buyer shall seek and obtain Seller’s prior consent (which shall not be unreasonably withheld) before either Buyer or Buyer’s consultant enters the Assets; (iv) Buyer shall provide Seller a copy of any Phase I reports affecting the Assets promptly after Buyer’s receipt of the same; (v) Buyer and/or its consultant shall perform all such work in a safe and workmanlike manner, shall manner and so as to not unreasonably interfere with Seller’s operations, operations and shall (iii) comply with all Laws of applicable Governmental Authorities; (vi) laws, rules, and regulations. Seller shall use commercially reasonable efforts to obtain any third party Third Party consents that are required and otherwise cooperate with Buyer in order conducting Buyer’s Environmental Review and any activities related thereto. Seller shall have the right to perform any work comprising have a representative or representatives accompany Buyer and Buyer’s Environmental Consultant at all times during Buyer’s Environmental Review; and (vii) . With respect to any samples taken in connection with Buyer’s Environmental Review, Buyer shall take split samples, providing one of each such sample, properly labeled and identified, to Seller. The Parties shall execute a “common undertaking” letter regarding the confidentiality for the Environmental Review where appropriate. Buyer hereby agrees to release and release, defend, indemnify, indemnify and hold harmless Seller and Seller’s Representatives from and against all Claims made by (claims, losses, damages, costs, expenses, causes of action and judgments of any kind or attributable to the acts or omissions of) Buyer or Buyer’s Representatives character (INCLUDING THOSE RESULTING FROM THE SELLER’S SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE (BUT NOT WILLFUL MISCONDUCT), OR STRICT LIABILITY OR OTHER LEGAL FAULT OF SELLER OR ANY OF SELLER’S REPRESENTATIVESLIABILITY) to the extent arising out of or relating to Buyer’s Environmental Review. The release Buyer hereby covenants and indemnity provisions agrees that it will have at least $2,000,000 of this Section 4.09 shall survive termination or Closing of this Agreement notwithstanding anything general liability insurance to cover its indemnification hereunder prior to the contrary provided for in this Agreementcommencement of the Environmental Review. (b) Unless otherwise required by applicable Lawslaw, Buyer shall (and shall cause Buyer’s Environmental Consultant to) treat confidentially any matters revealed by Buyer’s Environmental Review and any environmental review provided by Seller to Buyer, including any analyses, compilations, studies, documents, reports, reports or data prepared or generated from such review, but excluding any public information review (the “Environmental Information”), as confidential, and, except as provided below, and Buyer shall not (and shall cause Buyer’s Environmental Consultant to not) disclose any Environmental Information to any Governmental Authority, or, prior to Closing to any Authority or other third party Third Party without the prior written consent of SellerSeller unless otherwise required by law. Unless otherwise required by law, prior to the Closing, Buyer may use the Environmental Information prior to Closing only in connection with the transactions contemplated by this Agreement. The If Buyer, Buyer’s Environmental Information shall be disclosed by Buyer to only those persons who need to know the Environmental Information for purposes of evaluating the transaction contemplated by this AgreementConsultant, and who agree to be bound by the terms of this Section 4.09. If Buyer or any third party Third Party to whom Buyer has provided any Environmental Information is requested, compelled, or required become legally compelled to disclose any of the Environmental Information prior to ClosingInformation, Buyer shall shall, as soon as reasonably practicable, provide Seller with prompt good faith notice sufficiently prior to any such disclosure so as to allow Seller to attempt to file for any protective order, or seek any other remedy, as it deems appropriate under the circumstances. If this Agreement is terminated prior to the Closing, upon Seller’s request Buyer shall deliver the Environmental Information, and all copies thereof and works based thereon, Information to Seller, which Environmental Information shall become the sole property of Seller. Upon request Buyer shall provide two (2) copies of the Environmental Information to Seller without charge. (c) Buyer acknowledges that the Assets have been used for exploration, development, and production of oil and gas and that there may be petroleum, produced water, wastes, or other substances or materials located in, on or under or associated with the Assets. Equipment and sites included in the Assets may contain asbestos, hazardous substances, or naturally occurring radioactive material (“NORM”). NORM may affix or attach itself to the inside of wxxxx, materials, and equipment as scale, or in other forms. The terms wxxxx, materials, and provisions equipment located on the Assets may contain NORM and other wastes or hazardous substances. NORM containing material and/or other wastes or hazardous substances may have come in contact with various environmental media, including without limitation, water, soils or sediment. Special procedures may be required for the assessment, remediation, removal, transportation, or disposal of this Section 4.09(b) shall survive any termination of this Agreementenvironmental media, notwithstanding anything to wastes, asbestos, hazardous substances and NORM from the contraryAssets.

Environmental Review. From the date of this Agreement through the Notification Date Buyer may conduct an environmental assessment of the Assets, subject to the following: (a) Buyer shall have the right to conduct on-site inspections, including, but not limited to, Phase I testing or cause a consultant (but not Phase II testing“Buyer’s Environmental Consultant”) to conduct an environmental review of the Assets and Seller’s records pertaining to the Assets (as those terms are defined by the American Society for Testing and Materialsset forth in Section 3.01) environmental assessments of the Assets, including, but not limited to, sampling and analysis of soil, air, surface water, groundwater and waste materials, prior to the end expiration of the Notification Date Examination Period (“Buyer’s Environmental Review”) and Seller shall provide to Buyer a copy of any environmental review Seller has in its possession subject to the same terms of confidentiality subsequently set forth herein; (i) ). The cost and expense of Buyer’s Environmental Review Review, if any, shall be borne solely by Buyer; . The scope of work comprising Buyer’s Environmental Review shall not include any intrusive test or procedure without the prior written consent of Seller. Buyer shall (and shall cause Buyer’s Environmental Consultant to): (i) consult with Seller before conducting any work comprising Buyer’s Environmental Review, (ii) All inspections must be coordinated through a designated representative of Seller who may accompany Buyer during the course of Buyer’s inspection of the Assets; (iii) Buyer shall give Seller notice not less than 48 hours before any visits by Buyer and/or its consultant to the Assets, and Buyer shall seek and obtain Seller’s prior consent (which shall not be unreasonably withheld) before either Buyer or Buyer’s consultant enters the Assets; (iv) Buyer shall provide Seller a copy of any Phase I reports affecting the Assets promptly after Buyer’s receipt of the same; (v) Buyer and/or its consultant shall perform all such work in a safe and workmanlike manner, shall manner and so as to not unreasonably interfere with Seller’s operations, operations and shall (iii) comply with all Laws of applicable Governmental Authorities; (vi) laws, rules, and regulations. Seller shall use commercially reasonable efforts to obtain any third party Third Party consents that are required and otherwise cooperate with Buyer in order conducting Buyer’s Environmental Review and any activities related thereto. Seller shall have the right to perform any work comprising have a representative or representatives accompany Buyer and Buyer’s Environmental Consultant at all times during Buyer’s Environmental Review; and (vii) . With respect to any samples taken in connection with Buyer’s Environmental Review, Buyer shall take split samples, providing one of each such sample, properly labeled and identified, to Seller. The Parties shall execute a “common undertaking” letter regarding the confidentiality for the Environmental Review where appropriate. Buyer hereby agrees to release and release, defend, indemnify, indemnify and hold harmless Seller and Seller’s Representatives from and against all Claims made by (claims, losses, damages, costs, expenses, causes of action and judgments of any kind or attributable to the acts or omissions of) Buyer or Buyer’s Representatives character (INCLUDING THOSE RESULTING FROM THE SELLER’S SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE (BUT NOT WILLFUL MISCONDUCT), OR STRICT LIABILITY OR OTHER LEGAL FAULT OF SELLER OR ANY OF SELLER’S REPRESENTATIVESLIABILITY) to the extent arising out of or relating to Buyer’s Environmental Review. The release Buyer hereby covenants and indemnity provisions agrees that it will have at least $2,000,000 of this Section 4.09 shall survive termination or Closing of this Agreement notwithstanding anything general liability insurance to cover its indemnification hereunder prior to the contrary provided for in this Agreementcommencement of the Environmental Review. (b) Unless otherwise required by applicable Lawslaw, Buyer shall (and shall cause Buyer’s Environmental Consultant to) treat confidentially any matters revealed by Buyer’s Environmental Review and any environmental review provided by Seller to Buyer, including any analyses, compilations, studies, documents, reports, reports or data prepared or generated from such review, but excluding any public information review (the “Environmental Information”), as confidential, and, except as provided below, and Buyer shall not (and shall cause Buyer’s Environmental Consultant to not) disclose any Environmental Information to any Governmental Authority, or, prior to Closing to any Authority or other third party Third Party without the prior written consent of SellerSeller unless otherwise required by law. Unless otherwise required by law, prior to the Closing, Buyer may use the Environmental Information prior to Closing only in connection with the transactions contemplated by this Agreement. The If Buyer, Buyer’s Environmental Information shall be disclosed by Buyer to only those persons who need to know the Environmental Information for purposes of evaluating the transaction contemplated by this AgreementConsultant, and who agree to be bound by the terms of this Section 4.09. If Buyer or any third party Third Party to whom Buyer has provided any Environmental Information is requested, compelled, or required become legally compelled to disclose any of the Environmental Information prior to ClosingInformation, Buyer shall shall, as soon as reasonably practicable, provide Seller with prompt good faith notice sufficiently prior to any such disclosure so as to allow Seller to attempt to file for any protective order, or seek any other remedy, as it deems appropriate under the circumstances. If this Agreement is terminated prior to the Closing, upon Seller’s request Buyer shall deliver the Environmental Information, and all copies thereof and works based thereon, Information to Seller, which Environmental Information shall become the sole property of Seller. Upon request Buyer shall provide two (2) copies of the Environmental Information to Seller without charge. (c) Buyer acknowledges that the Assets have been used for exploration, development, and production of oil and gas and that there may be petroleum, produced water, wastes, or other substances or materials located in, on or under or associated with the Assets. Equipment and sites included in the Assets may contain asbestos, hazardous substances, or naturally occurring radioactive material (“NORM”). NORM may affix or attach itself to the inside of xxxxx, materials, and equipment as scale, or in other forms. The terms xxxxx, materials, and provisions equipment located on the Assets may contain NORM and other wastes or hazardous substances. NORM containing material and/or other wastes or hazardous substances may have come in contact with various environmental media, including without limitation, water, soils or sediment. Special procedures may be required for the assessment, remediation, removal, transportation, or disposal of this Section 4.09(b) shall survive any termination of this Agreementenvironmental media, notwithstanding anything to wastes, asbestos, hazardous substances and NORM from the contraryAssets.

Environmental Review. From the date of this Agreement through the Notification Date Buyer may conduct an environmental assessment of the Assets, subject to the following: (a) Buyer shall have the right to conduct on-site inspections, including, but not limited to, Phase I testing (but not Phase II testing) (as those terms are defined by the American Society for Testing and Materials) an environmental assessments review of the Assets, including, but not limited to, sampling and analysis of soil, air, surface water, groundwater and waste materials, Assets prior to the end expiration of the Notification Date Examination Period (“Buyer’s Environmental Review”) and ). Seller shall provide Buyer such access as it may reasonably request to the Assets (if operated by Seller) and the environmental data in Seller’s files for the Assets. With respect to Assets not operated by Seller, Seller agrees, at no cost or expense to Seller, to request that the operator of such Assets grant Buyer a copy (and shall use commercially reasonable and diligent efforts to obtain for Buyer) such access. Except in connection with any applicable representations and warranties under this Agreement, Seller makes no representations or warranties whatsoever as to the accuracy, completeness or reliability of any such environmental information, and Buyer relies and depends on and uses any and all such environmental information, review or inspection exclusively and entirely at its own risk and without any recourse to Seller has in its possession subject to the same terms of confidentiality subsequently set forth herein;whatsoever. (ib) The cost and expense of Buyer’s Environmental Review shall be borne solely by Buyer; . The scope of work comprising Buyer’s Environmental Review conducted at or upon the Leases, Units and Xxxxx shall not include any intrusive test or procedure without the prior written consent of Seller. Buyer shall (i) consult with Seller before conducting any work comprising such Buyer’s Environmental Review, (ii) All inspections must be coordinated through perform all such work in a designated representative of Seller who may accompany Buyer during the course of Buyer’s inspection safe and workmanlike manner and so as to not unreasonably interfere with operations of the Assets; , and (iii) comply with all applicable laws, rules, and regulations of applicable Governmental Authority. Seller shall be responsible for obtaining any third party consents that are required in order to perform any work comprising Buyer’s Environmental Review. Buyer shall consult with Seller prior to requesting each such third party consent and Seller shall reasonably cooperate with Buyer in connection with obtaining such consent. Seller shall have the right to have a representative or representatives accompany Buyer at all times during Buyer’s Environmental Review, and Buyer shall give Seller notice not more than seven (7) days and not less than 48 24 hours before any visits by Buyer and/or its consultant to the Assets, and Buyer shall seek and obtain Seller’s prior consent (which shall not be unreasonably withheld) before either Buyer or Buyer’s consultant it enters upon the Assets; (iv) Buyer shall provide Seller a copy of . With respect to any Phase I reports affecting the Assets promptly after Buyer’s receipt of the same; (v) Buyer and/or its consultant shall perform all such work samples taken in a safe and workmanlike manner, shall not unreasonably interfere connection with Seller’s operations, and shall comply with all Laws of applicable Governmental Authorities; (vi) Seller shall use commercially reasonable efforts to obtain any third party consents that are required in order to perform any work comprising Buyer’s Environmental Review; and (vii) , Buyer shall take split samples, providing one of each such sample, properly labeled and identified, to Seller. Buyer hereby agrees to release and release, defend, indemnify, indemnify and hold harmless Seller and Seller’s Representatives Parties from and against all Claims made by (arising from, out of or attributable to the acts in connection with, or omissions of) Buyer or otherwise relating to, Buyer’s Representatives (INCLUDING THOSE RESULTING FROM Environmental Review, REGARDLESS OF THE SOLE, JOINT, CONCURRENT OR CONCURRENT COMPARATIVE NEGLIGENCE (BUT NOT ANY SELLER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT), STRICT LIABILITY LIABILITY, REGULATORY LIABILITY, STATUTORY LIABILITY, BREACH OF CONTRACT, BREACH OF WARRANTY OR OTHER LEGAL FAULT OR RESPONSIBILITY OF A SELLER PARTY OR ANY OF SELLER’S REPRESENTATIVES) arising out OTHER PERSON OR PARTY. Provided, however, the mere discovery of or information by Buyer in connection with Buyer’s Environmental Review relating to the condition of the Assets prior to Buyer’s Environmental Review. The release and , shall not itself give rise to an indemnity provisions of obligation owed by Buyer to Seller pursuant to this Section 4.09 shall survive termination or Closing of this Agreement notwithstanding anything to the contrary provided for in this Agreement7.1(b). (bc) Unless otherwise required by applicable Lawslaw, Buyer shall treat any all matters revealed by Buyer’s Environmental Review and any environmental review provided by Seller to BuyerReview, including including, without limitation, any analyses, compilations, studies, documents, reports, reports or data prepared or generated from such review, but excluding any public information review (the “Environmental Information”), as confidential, and, except as provided below, and Buyer shall not disclose any Environmental Information to any Governmental Authority, or, prior to Closing to any Authority or other third party without the prior written consent of SellerSeller except as hereafter provided or to the extent required by applicable law. Buyer may use the Environmental Information prior to Closing only in connection with the transactions contemplated by this Agreement. The Environmental Information shall be disclosed by Buyer to only those persons who need to know the Environmental Information for purposes of evaluating the transaction contemplated by this Agreement, and who agree to be bound by the terms of this Section 4.097.1(c). If Buyer or any third party to whom Buyer has provided any Environmental Information is requested, compelled, compelled or required to disclose any of the Environmental Information prior to Closingby a court or other Governmental Authority, or disclosure is otherwise required under applicable law, Buyer shall provide Seller with prompt notice sufficiently prior to any such disclosure so as to allow Seller to file for any protective order, or seek any other remedy, as it deems appropriate under the circumstances. If this Agreement is terminated prior to the Closing, upon Seller’s request Buyer shall promptly deliver the Environmental Information, and all copies thereof and works based thereon, to Seller, which Environmental Information shall become the sole property of Seller; provided, however, that Buyer may retain copies thereof in the event of a dispute between Buyer and Seller arising from or relating to such termination. Upon request request, Buyer shall provide copies of the Environmental Information to Seller without charge. The terms and provisions of this Section 4.09(b7.1(c) shall survive any such termination of this Agreement, notwithstanding anything to the contrary. In no event shall an Environmental Defect be the basis for adjusting the Purchase Price by an amount greater than the Allocated Value of the Asset(s) affected thereby.

Environmental Review. From the date of this Agreement through the Notification Date Buyer may conduct an environmental assessment of the AssetsAssets prior to the expiration of the Title Claim Date, subject to the following: (a) Buyer shall have the right to conduct on-site inspections, including, but not limited to, a Phase I testing (but not Phase II testing) (as those terms are that term is defined by the American Society for Testing and Materials) environmental assessments review of the Assets, including, but not limited to, sampling and analysis of soil, air, surface water, groundwater and waste materials, Assets prior to the end expiration of the Notification Date Examination Period (“Buyer’s Environmental Review”) and Seller shall provide to Buyer a copy of any environmental review Seller has in its possession subject to the same terms of confidentiality subsequently set forth herein; (i) The cost and expense of Buyer’s Environmental Review shall be borne solely by Buyer; (ii) All inspections must be coordinated through a designated representative of Seller who may accompany Buyer during the course of Buyer’s inspection of the Assets; (iii) All environmental assessments shall be conducted by an independent environmental consultant engaged by Buyer at Buyer’s expense; (iv) Buyer shall give Seller notice not more than seven (7) days and not less than 48 forty eight (48) hours before any visits by Buyer and/or its consultant to the Assets, and Buyer shall seek and obtain Seller’s prior consent (which shall not be unreasonably withheld) before either Buyer it or Buyer’s its consultant enters the Assets; (ivv) Buyer shall provide Seller a copy of any the Phase I reports report affecting the Assets promptly after Buyer’s receipt of the same; (vvi) Buyer shall give Seller prompt written notice and obtain Seller’s prior written consent (not to be unreasonably withheld) if Buyer desires to conduct a Phase II (as that term is defined by the American Society for Testing and Materials) study based on the recommendations of Buyer’s independent environmental consultant (acting reasonably) with respect to the Assets. With respect to any samples taken in connection with Buyer’s Environmental Review, Buyer shall take split samples, providing one of each such sample, properly labeled and identified, to Seller; (vii) Buyer and/or its consultant shall perform all such work in a safe and workmanlike manner, shall not unreasonably interfere with Seller’s operations, and shall comply with all Laws of applicable Governmental Authorities; (viviii) Seller Buyer shall use commercially reasonable efforts to obtain be primarily responsible for obtaining any third party consents that are required in order to perform any work comprising Buyer’s Environmental Review, and Buyer shall consult with Seller prior to requesting each such third party consent; provided, however, that Seller shall cooperate with Buyer (at no out of pocket cost to Seller) in Buyer’s efforts to obtain any third party consents required to perform any work comprising Buyer’s Environmental Review; and (viiix) Buyer hereby agrees to release and defend, indemnify, indemnify and hold harmless Seller and Seller’s Representatives from and against all Claims made by (or attributable to the acts or omissions of) Buyer or Buyer’s Representatives (INCLUDING THOSE RESULTING FROM THE SOLE, JOINT, OR CONCURRENT NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT), STRICT LIABILITY OR OTHER LEGAL FAULT OF SELLER OR ANY OF SELLER’S REPRESENTATIVES) arising out of or relating to Buyer’s Environmental Review. The release and indemnity provisions of this Section 4.09 shall survive termination or Closing of this Agreement notwithstanding anything to the contrary provided for in this Agreement. (b) Unless otherwise required by applicable Laws, Buyer shall treat any matters revealed by Buyer’s Environmental Review and any environmental review provided by Seller to Buyer, including any analyses, compilations, studies, documents, reports, or data prepared or generated from such review, but excluding any public information review (the “Environmental Information”), as confidential, and, except as provided below, Buyer shall not disclose any Environmental Information to any Governmental Authority, or, prior to Closing to any Authority or other third party without the prior written consent of Seller. Buyer may use the Environmental Information prior to Closing only in connection with the transactions contemplated by this Agreement. The Environmental Information shall be disclosed by Buyer to only those persons who need to know the Environmental Information for purposes of evaluating the transaction contemplated by this Agreement, and who agree to be bound by the terms of this Section 4.09. If Buyer or any third party to whom Buyer has provided any Environmental Information is requested, compelled, or required to disclose any of the Environmental Information prior to ClosingInformation, Buyer shall provide Seller with prompt notice sufficiently prior to any such disclosure so as to allow Seller to file for any protective order, or seek any other remedy, as it deems appropriate under the circumstances. If this Agreement is terminated prior to the Closing, upon Seller’s request Buyer shall deliver the Environmental Information, and all copies thereof and works based thereon, to Seller, which Environmental Information shall become the sole property of Seller. Upon request request, Buyer shall provide copies of the Environmental Information to Seller without charge. The terms and provisions of this Section 4.09(b) shall survive any termination of this Agreement, notwithstanding anything to the contrary.

Environmental Review. From the date of this Agreement through the Notification Date Buyer may conduct an environmental assessment of the Assets, subject to the following: (ai) Buyer shall have the right to conduct on-site inspections, including, but not limited to, or cause a consultant (“Buyer’s Environmental Consultant”) to conduct a standard Phase I testing (but not Phase II testing) environmental review of the Assets and Seller’s Records (as those terms are defined by the American Society for Testing and Materialsset forth in Section 11.1) environmental assessments of the Assets, including, but not limited to, sampling and analysis of soil, air, surface water, groundwater and waste materials, prior to the end expiration of the Notification Date Examination Period (“Buyer’s Environmental Review”) and Seller shall provide to Buyer a copy of any environmental review Seller has in its possession subject to the same terms of confidentiality subsequently set forth herein; (i) ). The cost and expense of Buyer’s Environmental Review Review, if any, shall be borne solely by Buyer; (ii) All inspections must be coordinated through a designated representative . The scope of Seller who may accompany Buyer during the course of work comprising Buyer’s inspection Environmental Review shall be disclosed to Seller prior to commencement thereof and shall not include any intrusive test or procedure (for example, digging, boring, or sampling of the Assets; (iii) soils). Buyer shall give Seller notice not less than 48 hours before any visits by Buyer and/or its consultant to the Assets, (and Buyer shall seek and obtain Seller’s prior consent (which shall not be unreasonably withheld) before either Buyer or cause Buyer’s consultant enters the Assets; Environmental Consultant to): (ivA) Buyer shall provide consult with Seller a copy of before conducting any Phase I reports affecting the Assets promptly after work comprising Buyer’s receipt of the same; Environmental Review, (vB) Buyer and/or its consultant shall perform all such work in a safe and workmanlike manner, shall manner and so as to not unreasonably interfere with Seller’s operations, and shall (C) comply with all Laws of applicable Governmental Authorities; (vi) laws, rules, and regulations. Seller shall use commercially reasonable efforts have the right to obtain any third party consents that are required in order to perform any work comprising have a representative or representatives accompany Buyer and Buyer’s Environmental Review; and (vii) Buyer hereby agrees to release and defend, indemnify, and hold harmless Seller and Seller’s Representatives from and against Consultant at all Claims made by (or attributable to the acts or omissions of) Buyer or Buyer’s Representatives (INCLUDING THOSE RESULTING FROM THE SOLE, JOINT, OR CONCURRENT NEGLIGENCE (BUT NOT WILLFUL MISCONDUCT), STRICT LIABILITY OR OTHER LEGAL FAULT OF SELLER OR ANY OF SELLER’S REPRESENTATIVES) arising out of or relating to times during Buyer’s Environmental Review. The release Parties shall execute a “common undertaking” letter regarding the confidentiality for the Environmental Review where appropriate. Buyer hereby agrees to release, defend, indemnify and indemnity provisions hold harmless Seller Indemnified Parties from and against all Claims arising from, out of this Section 4.09 shall survive termination or Closing of this Agreement notwithstanding anything in connection with, or otherwise relating to, Buyer’s Environmental Review, or, any other access to the contrary provided for in this AgreementAssets by Buyer, REGARDLESS OF THE SOLE, JOINT, CONCURRENT OR COMPARATIVE NEGLIGENCE (BUT NOT ANY SELLER INDEMNITIES’ GROSS NEGLIGENCE OR WILLFUL MISCONDUCT), STRICT LIABILITY, REGULATORY LIABILITY, STATUTORY LIABILITY, BREACH OF CONTRACT, BREACH OF WARRANTY OR OTHER FAULT OR RESPONSIBILITY OF A SELLER PARTY OR ANY OTHER PERSON OR PARTY. (bii) Unless otherwise required by applicable Lawslaw, Buyer shall (and shall cause Buyer’s Environmental Consultant to) treat confidentially any matters revealed by Buyer’s Environmental Review and any environmental review provided by Seller to Buyer, including any analyses, compilations, studies, documents, reports, reports or data prepared or generated from such review, but excluding any public information review (the “Environmental Information”), as confidential, and, except as provided below, and Buyer shall not (and shall cause Buyer’s Environmental Consultant to not) disclose any Environmental Information to any Governmental Authority, or, prior to Closing to any Authority or other third party Third Party without the prior written consent of Seller. Buyer may use the Environmental Information prior to Closing only in connection with the transactions contemplated by this Agreement. The If Buyer, Buyer’s Environmental Information shall be disclosed by Buyer to only those persons who need to know the Environmental Information for purposes of evaluating the transaction contemplated by this AgreementConsultant, and who agree to be bound by the terms of this Section 4.09. If Buyer or any third party Third Party to whom Buyer has provided any Environmental Information is requested, compelled, or required become legally compelled to disclose any of the Environmental Information prior to ClosingInformation, Buyer shall provide Seller with prompt notice sufficiently prior to any such disclosure so as to allow Seller to file for any protective order, or seek any other remedy, as it deems appropriate under the circumstances. If this Agreement is terminated prior to the Closing, upon Seller’s request Buyer shall deliver the Environmental Information, and all copies thereof and works based thereon, Information to Seller, which Environmental Information shall become the sole property of Seller. Upon request Buyer shall provide copies of the Environmental Information to Seller without charge. The terms upon written request from Seller and provisions with payment of this Section 4.09(b) shall survive any termination reasonable out of this Agreement, notwithstanding anything to the contrarypocket expenses of Buyer for such copies.

Environmental Review. From the date of this Agreement through the Notification Date Buyer may conduct an environmental assessment of the Assets, subject to the following: (a) Buyer shall have the right to conduct on-site inspections, including, but not limited to, Phase I testing or cause its environmental consultant (but not Phase II testing“Buyer’s Environmental Consultant”) (as those terms are defined by the American Society for Testing and Materials) to conduct an environmental assessments review of the Assets, including, but not limited to, sampling and analysis of soil, air, surface water, groundwater and waste materials, Assets prior to the end expiration of the Notification Date Defects Deadline (“Buyer’s Environmental Review”) and Seller shall provide to Buyer a copy of any environmental review Seller has in its possession subject to the same terms of confidentiality subsequently set forth herein; (i) ). The cost and expense of Buyer’s Environmental Review Review, if any, shall be borne solely by Buyer; . Buyer shall (and shall cause Buyer’s Environmental Consultants to): (i) consult with Sellers before conducting any work comprising Buyer’s Environmental Review, (ii) All inspections must be coordinated through a designated representative of Seller who may accompany Buyer during the course of Buyer’s inspection of the Assets; (iii) Buyer shall give Seller notice not less than 48 hours before any visits by Buyer and/or its consultant to the Assets, and Buyer shall seek and obtain Seller’s prior consent (which shall not be unreasonably withheld) before either Buyer or Buyer’s consultant enters the Assets; (iv) Buyer shall provide Seller a copy of any Phase I reports affecting the Assets promptly after Buyer’s receipt of the same; (v) Buyer and/or its consultant shall perform all such work in a safe and workmanlike manner, shall manner and so as to not unreasonably interfere with Seller’s Sellers’ operations, and shall (iii) comply with all Laws of applicable Governmental Authorities; (vi) Seller shall use commercially reasonable efforts to obtain laws, rules, and regulations. Sellers will assist Buyer in obtaining any third party consents that are required in order to perform any work comprising Buyer’s Environmental Review; and (vii) . Sellers shall have the right to have a representative or representatives accompany Buyer hereby agrees to release and defend, indemnifyBuyer’s Environmental Consultant at all times during Buyer’s Environmental Review, and hold harmless Seller and Seller’s Representatives from and against all Claims made Buyer shall give Sellers notice not less than 24 hours before any visits by (or attributable to the acts or omissions of) Buyer or Buyer’s Representatives Environmental Consultant to the Assets. With respect to any samples taken in connection with Buyer’s Environmental Review, Buyer shall take split samples, providing one of each such sample, properly labeled and identified, to Sellers. BUYER HEREBY AGREES TO RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS SELLERS, ITS AFFILIATES, AND THEIR RESPECTIVE PARTNERS, SHAREHOLDERS, OWNERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND REPRESENTATIVES, FROM AND AGAINST ALL CLAIMS, LOSSES, DAMAGES, COSTS, EXPENSES, CAUSES OF ACTION AND JUDGMENTS OF ANY KIND OR CHARACTER (INCLUDING THOSE RESULTING FROM THE SOLE, SELLERS’ JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE (OR STRICT LIABILITY BUT EXPRESSLY NOT INCLUDING THOSE RESULTING FROM SELLERS’ SOLE NEGLIGENCE, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT), STRICT LIABILITY ) ARISING OUT OF OR OTHER LEGAL FAULT OF SELLER OR ANY OF SELLERRELATING TO BUYER’S REPRESENTATIVES) arising out of or relating to Buyer’s Environmental Review. The release and indemnity provisions of this Section 4.09 shall survive termination or Closing of this Agreement notwithstanding anything to the contrary provided for in this AgreementENVIRONMENTAL REVIEW. (b) Unless otherwise required by applicable Lawslaw, Buyer shall (and shall cause Buyer’s Environmental Consultant to) treat confidentially any matters revealed by Buyer’s Environmental Review and any environmental review provided by Seller to Buyer, including any analyses, compilations, studies, documents, reports, reports or data prepared or generated from such review, but excluding any public information review (the “Environmental Information”), as confidential, and, except as provided below, and unless required by law Buyer shall not (and shall cause Buyer’s Environmental Consultant to not) disclose any Environmental Information to any Governmental Authority, or, prior to Closing to any Authority or other third party without the prior written consent of SellerSellers. Unless otherwise required by law, Buyer may use the Environmental Information prior to Closing only in connection with the transactions contemplated by this Agreement. The If Buyer, Buyer’s Environmental Information shall be disclosed by Buyer to only those persons who need to know the Environmental Information for purposes of evaluating the transaction contemplated by this AgreementConsultant, and who agree to be bound by the terms of this Section 4.09. If Buyer or any third party to whom Buyer has provided any Environmental Information is requested, compelled, or required become legally compelled to disclose any of the Environmental Information prior to ClosingInformation, Buyer shall provide Seller Sellers with prompt notice sufficiently prior to any such disclosure so as to allow Seller Sellers to file for any protective order, or seek any other remedy, as it deems appropriate under the circumstances. If this Agreement is terminated prior to the Closing, upon Seller’s request Buyer shall deliver the Environmental Information, and all copies thereof and works based thereon, to Seller, which Environmental Information shall become the sole property of Seller. Upon request Buyer shall provide copies of the Environmental Information to Seller without charge. The terms and provisions of this Section 4.09(b) shall survive any termination of this Agreement, notwithstanding anything to the contrary.

Environmental Review. From the date of this Agreement through the Notification Date Buyer may conduct an environmental assessment of the Assets, subject to the following: (a) Buyer shall have the right to conduct on-site inspections, including, but not limited to, Phase I testing or cause a consultant (but not Phase II testing“Buyer’s Environmental Consultant”) (as those terms are defined by the American Society for Testing and Materials) to conduct an environmental assessments review of the Assets, including, but not limited to, sampling and analysis of soil, air, surface water, groundwater and waste materials, Assets prior to the end expiration of the Notification Date Examination Period (“Buyer’s Environmental Review”) and Seller shall provide to Buyer a copy of any environmental review Seller has in its possession subject to the same terms of confidentiality subsequently set forth herein; (i) ). The cost and expense of Buyer’s Environmental Review Review, if any, shall be borne solely by Buyer; . The scope of work comprising Buyer’s Environmental Review may include a Phase I environmental site assessment, but shall not include any sampling, intrusive test or procedure with respect to any Asset without the prior consent of Panther. Buyer shall (and shall cause Buyer’s Environmental Consultant to): (i) consult with Panther before conducting any work comprising Buyer’s Environmental Review, (ii) All inspections must be coordinated through a designated representative of Seller who may accompany Buyer during the course of Buyer’s inspection of the Assets; (iii) Buyer shall give Seller notice not less than 48 hours before any visits by Buyer and/or its consultant to the Assets, and Buyer shall seek and obtain Seller’s prior consent (which shall not be unreasonably withheld) before either Buyer or Buyer’s consultant enters the Assets; (iv) Buyer shall provide Seller a copy of any Phase I reports affecting the Assets promptly after Buyer’s receipt of the same; (v) Buyer and/or its consultant shall perform all such work in a safe and workmanlike manner, shall manner and so as to not unreasonably interfere with SellerPanther’s operations, and shall (iii) comply with all Laws applicable laws, rules, and regulations of applicable Governmental Authorities; (vi) . Buyer and Seller shall cooperate and use commercially reasonable efforts (which shall not require the payment of any consideration) to obtain any third party Third Party consents that are required in order to perform any work comprising Buyer’s Environmental Review; and (vii) . Panther shall have the right to have a representative or representatives accompany Buyer and Buyer’s Environmental Consultant at all times during Buyer’s Environmental Review. With respect to any samples taken in connection with Buyer’s Environmental Review, Buyer shall take split samples, providing one of each such sample, properly labeled and identified, to Panther. Buyer hereby agrees to release and release, defend, indemnify, indemnify and hold harmless Seller and Seller’s Representatives Sellers from and against all Claims made by (claims, losses, damages, costs, expenses, causes of action and judgments of any kind or attributable to the acts or omissions of) Buyer or Buyer’s Representatives character (INCLUDING THOSE RESULTING FROM THE EITHER SELLER’S SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE (BUT NOT WILLFUL MISCONDUCT), OR STRICT LIABILITY OR OTHER LEGAL FAULT OF SELLER OR ANY OF SELLER’S REPRESENTATIVESLIABILITY) arising out of or relating to any actions by Buyer or Buyer’s Environmental Consultant during Buyer’s Environmental Review. The release and indemnity provisions of this Section 4.09 shall survive termination or Closing of this Agreement notwithstanding anything to the contrary provided for in this Agreement. (b) Unless During the period from the Execution Date until the date that is 12 months following the Closing Date (the “Restricted Period”), unless otherwise required by applicable Lawslaw, Buyer shall (and shall use commercially reasonable efforts to cause Buyer’s Environmental Consultant to) treat confidentially any matters revealed by Buyer’s Environmental Review and any environmental review provided by Seller to Buyer, including any analyses, compilations, studies, documents, reports, reports or data prepared or generated from such review, but excluding any public information review (the “Environmental Information”), as confidential, and, except as provided below, and Buyer shall not (and shall use commercially reasonable efforts to cause Buyer’s Environmental Consultant to not) disclose any Environmental Information to any Governmental Authority, or, prior to Closing to any Authority or other third party Third Party without the prior written consent of SellerSellers, unless otherwise required by applicable law. Unless otherwise required by law, during the Restricted Period Buyer may use the Environmental Information prior to Closing only in connection with the transactions contemplated by this Agreement. The If Buyer, Buyer’s Environmental Information shall be disclosed by Buyer to only those persons who need to know the Environmental Information for purposes of evaluating the transaction contemplated by this AgreementConsultant, and who agree to be bound by the terms of this Section 4.09. If Buyer or any third party Third Party to whom Buyer has provided any Environmental Information is requested, compelled, or required becomes legally compelled to disclose any of the Environmental Information prior to Closingduring the Restricted Period, Buyer shall provide Seller Panther with prompt notice sufficiently prior to any such disclosure so as to allow Seller Sellers to file for any protective order, order or seek any other remedyremedy (at Sellers’ expense), as it deems appropriate under the circumstances. At the request of Panther, during the Restricted Period Buyer shall provide copies of the Environmental Information to Sellers without charge as soon as practicable after Buyer receives the Environmental Information. If this Agreement is terminated prior to the Closing, upon Seller’s (i) at the request of Panther, Buyer shall deliver any Environmental Information to Sellers that has not been previously delivered to Panther and (ii) all of the Environmental Information, and all copies thereof and works based thereon, Information delivered to Seller, which Environmental Information Panther shall become the sole property of Seller. Upon request Buyer shall provide copies of the Environmental Information to Seller without charge. The terms and provisions of this Section 4.09(b) shall survive any termination of this Agreement, notwithstanding anything to the contrarySellers.

Environmental Review. From the date of this Agreement through the Notification Date Buyer may conduct an environmental assessment of the Assets, subject to the following: (a) Buyer Purchaser shall have the right to conduct on-site inspectionsor cause a Gxxxxx Associates, including, but not limited to, Phase I testing (but not Phase II testingthe “Purchaser’s Environmental Consultant”) (as those terms are defined by the American Society for Testing and Materials) to conduct an environmental assessments review of the Assets, including, but not limited to, sampling and analysis of soil, air, surface water, groundwater and waste materials, Assets prior to the end expiration of the Notification Date Examination Period (“BuyerPurchaser’s Environmental Review”) and Seller shall provide to Buyer a copy of any environmental review Seller has in its possession subject to the same terms of confidentiality subsequently set forth herein; (i) ). The cost and expense of BuyerPurchaser’s Environmental Review Review, if any, shall be borne solely by Buyer; Purchaser. The scope of work comprising Purchaser’s Environmental Review may include a Phase I environmental site assessment, but shall not include any sampling, intrusive test or procedure with respect to any Asset without the prior consent of Seller. Notwithstanding anything in this Agreement to the contrary, Purchaser shall not have access to, and shall not be permitted to, conduct any Environmental Review of any Asset if Seller does not have the authority to grant access for such Environmental Review or Seller’s request for such access has been denied; provided that Seller, if requested by Purchaser, shall request (with respect to which request Seller shall not be obligated to expend any monies or undertake any obligation) access rights from Third Parties for Purchaser to conduct such Environmental Review of such Asset. Purchaser shall (and shall cause Purchaser’s Environmental Consultant to): (i) consult with Seller before conducting any work comprising Purchaser’s Environmental Review, (ii) All inspections must be coordinated through a designated representative of Seller who may accompany Buyer during the course of Buyer’s inspection of the Assets; (iii) Buyer shall give Seller notice not less than 48 hours before any visits by Buyer and/or its consultant to the Assets, and Buyer shall seek and obtain Seller’s prior consent (which shall not be unreasonably withheld) before either Buyer or Buyer’s consultant enters the Assets; (iv) Buyer shall provide Seller a copy of any Phase I reports affecting the Assets promptly after Buyer’s receipt of the same; (v) Buyer and/or its consultant shall perform all such work in a safe and workmanlike manner, shall manner and so as to not unreasonably interfere with Seller’s operations, and shall (iii) comply with all Laws applicable laws, rules, and regulations of applicable Governmental Authorities; (vi) Entities. Purchaser and Seller shall cooperate and use commercially reasonable efforts to obtain any third party Third Party consents that are required in order to perform any work comprising BuyerPurchaser’s Environmental Review; and (vii) Buyer . Seller shall have the right to have a representative or representatives accompany Purchaser and Purchaser’s Environmental Consultant at all times during Purchaser’s Environmental Review. With respect to any samples taken in connection with Purchaser’s Environmental Review, Purchaser shall take split samples, providing one of each such sample, properly labeled and identified, to Seller. Purchaser hereby agrees to release and release, defend, indemnify, indemnify and hold harmless Seller and Seller’s Representatives from and against all Claims made by (claims, losses, damages, costs, expenses, causes of action and judgments of any kind or attributable to the acts or omissions of) Buyer or Buyer’s Representatives character (INCLUDING THOSE RESULTING FROM THE EITHER SELLER’S SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE (BUT NOT WILLFUL MISCONDUCT), OR STRICT LIABILITY OR OTHER LEGAL FAULT OF SELLER OR ANY OF SELLER’S REPRESENTATIVESLIABILITY) arising out of or relating to Buyerany actions by Purchaser or Purchaser’s Environmental Consultant during Purchaser’s Environmental Review. The release and indemnity provisions of this Section 4.09 shall survive termination or Closing of this Agreement notwithstanding anything to the contrary provided for in this Agreement. (b) Unless otherwise required by applicable Laws, Buyer shall treat any matters revealed by Buyer’s Environmental Review and any environmental review provided by Seller to Buyer, including any analyses, compilations, studies, documents, reports, or data prepared or generated from such review, but excluding any public information (the “Environmental Information”), as confidential, and, except as provided below, Buyer shall not disclose any Environmental Information to any Governmental Authority, or, prior to Closing to any other third party without the prior written consent of Seller. Buyer may use the Environmental Information prior to Closing only in connection with the transactions contemplated by this Agreement. The Environmental Information shall be disclosed by Buyer to only those persons who need to know the Environmental Information for purposes of evaluating the transaction contemplated by this Agreement, and who agree to be bound by the terms of this Section 4.09. If Buyer or any third party to whom Buyer has provided any Environmental Information is requested, compelled, or required to disclose any of the Environmental Information prior to Closing, Buyer shall provide Seller with prompt notice sufficiently prior to any such disclosure so as to allow Seller to file for any protective order, or seek any other remedy, as it deems appropriate under the circumstances. If this Agreement is terminated prior to the Closing, upon Seller’s request Buyer shall deliver the Environmental Information, and all copies thereof and works based thereon, to Seller, which Environmental Information shall become the sole property of Seller. Upon request Buyer shall provide copies of the Environmental Information to Seller without charge. The terms and provisions of this Section 4.09(b) shall survive any termination of this Agreement, notwithstanding anything to the contrary.

Environmental Review. From the date of this Agreement through the Notification Date Buyer may conduct an environmental assessment of the Assets, subject to the following: (a) Buyer shall have the right to conduct on-site inspections, including, but not limited to, Phase I testing or cause its environmental consultant (but not Phase II testing“Buyer’s Environmental Consultant”) (as those terms are defined by the American Society for Testing and Materials) to conduct an environmental assessments review of the Assets, including, but not limited to, sampling and analysis of soil, air, surface water, groundwater and waste materials, Assets prior to the end expiration of the Notification Date Defects Deadline (“Buyer’s Environmental Review”) and Seller shall provide to Buyer a copy of any environmental review Seller has in its possession subject to the same terms of confidentiality subsequently set forth herein; (i) ). The cost and expense of Buyer’s Environmental Review Review, if any, shall be borne solely by Buyer; . Buyer shall (and shall cause Buyer’s Environmental Consultants to): (i) consult with Seller before conducting any work comprising Buyer’s Environmental Review, (ii) All inspections must be coordinated through a designated representative of Seller who may accompany Buyer during the course of Buyer’s inspection of the Assets; (iii) Buyer shall give Seller notice not less than 48 hours before any visits by Buyer and/or its consultant to the Assets, and Buyer shall seek and obtain Seller’s prior consent (which shall not be unreasonably withheld) before either Buyer or Buyer’s consultant enters the Assets; (iv) Buyer shall provide Seller a copy of any Phase I reports affecting the Assets promptly after Buyer’s receipt of the same; (v) Buyer and/or its consultant shall perform all such work in a safe and workmanlike manner, shall manner and so as to not unreasonably interfere with Seller’s operations, and shall (iii) comply with all Laws of applicable Governmental Authorities; (vi) laws, rules, and regulations. Seller shall use commercially reasonable efforts to obtain will assist Buyer in obtaining any third party consents that are required in order to perform any work comprising Buyer’s Environmental Review; and (vii) . Seller shall have the right to have a representative or representatives accompany Buyer hereby agrees to release and defend, indemnifyBuyer’s Environmental Consultant at all times during Buyer’s Environmental Review, and hold harmless Buyer shall give Seller and Seller’s Representatives from and against all Claims made notice not less than 24 hours before any visits by (or attributable to the acts or omissions of) Buyer or Buyer’s Representatives Environmental Consultant to the Assets. With respect to any samples taken in connection with Buyer’s Environmental Review, Buyer shall take split samples, providing one of each such sample, properly labeled and identified, to Seller. BUYER HEREBY AGREES TO RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS SELLER, ITS AFFILIATES, AND THEIR RESPECTIVE PARTNERS, SHAREHOLDERS, OWNERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND REPRESENTATIVES, FROM AND AGAINST ALL CLAIMS, LOSSES, DAMAGES, COSTS, EXPENSES, CAUSES OF ACTION AND JUDGMENTS OF ANY KIND OR CHARACTER (INCLUDING THOSE RESULTING FROM THE SOLE, SELLER’S JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE (OR STRICT LIABILITY BUT EXPRESSLY NOT INCLUDING THOSE RESULTING FROM SELLER’S SOLE NEGLIGENCE, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT), STRICT LIABILITY ) ARISING OUT OF OR OTHER LEGAL FAULT OF SELLER OR ANY OF SELLERRELATING TO BUYER’S REPRESENTATIVES) arising out of or relating to Buyer’s Environmental Review. The release and indemnity provisions of this Section 4.09 shall survive termination or Closing of this Agreement notwithstanding anything to the contrary provided for in this AgreementENVIRONMENTAL REVIEW. (b) Unless otherwise required by applicable Lawslaw, Buyer shall (and shall cause Buyer’s Environmental Consultant to) treat confidentially any matters revealed by Buyer’s Environmental Review and any environmental review provided by Seller to Buyer, including any analyses, compilations, studies, documents, reports, reports or data prepared or generated from such review, but excluding any public information review (the “Environmental Information”), as confidential, and, except as provided below, and unless required by law Buyer shall not (and shall cause Buyer’s Environmental Consultant to not) disclose any Environmental Information to any Governmental Authority, or, prior to Closing to any Authority or other third party without the prior written consent of Seller. Unless otherwise required by law, Buyer may use the Environmental Information prior to Closing only in connection with the transactions contemplated by this Agreement. The If Buyer, Buyer’s Environmental Information shall be disclosed by Buyer to only those persons who need to know the Environmental Information for purposes of evaluating the transaction contemplated by this AgreementConsultant, and who agree to be bound by the terms of this Section 4.09. If Buyer or any third party to whom Buyer has provided any Environmental Information is requested, compelled, or required become legally compelled to disclose any of the Environmental Information prior to ClosingInformation, Buyer shall provide Seller with prompt notice sufficiently prior to any such disclosure so as to allow Seller to file for any protective order, or seek any other remedy, as it deems appropriate under the circumstances. If this Agreement is terminated prior to the Closing, upon Seller’s request Buyer shall deliver the Environmental Information, and all copies thereof and works based thereon, to Seller, which Environmental Information shall become the sole property of Seller. Upon request Buyer shall provide copies of the Environmental Information to Seller without charge. The terms and provisions of this Section 4.09(b) shall survive any termination of this Agreement, notwithstanding anything to the contrary.

Environmental Review. From the date of this Agreement through the Notification Date Buyer may conduct an environmental assessment of the Assets, subject to the following: (a) Buyer shall have the right to conduct on-site inspections, including, but not limited to, Phase I testing or cause a consultant (but not Phase II testing“Buyer’s Environmental Consultant”) (as those terms are defined by the American Society for Testing and Materials) to conduct an environmental assessments review of the Assets, including, but not limited to, sampling and analysis of soil, air, surface water, groundwater and waste materials, Assets prior to the end expiration of the Notification Date Examination Period (“Buyer’s Environmental Review”) and Seller shall provide to Buyer a copy of any environmental review Seller has in its possession subject to the same terms of confidentiality subsequently set forth herein; (i) ). The cost and expense of Buyer’s Environmental Review Review, if any, shall be borne solely by Buyer; . The scope of work comprising Buyer’s Environmental Review shall be limited to that mutually agreed by Buyer and Seller prior to commencement thereof and shall not include any intrusive test or procedure without the prior consent of Seller. Buyer shall (and shall cause Buyer’s Environmental Consultant to): (i) consult with Seller before conducting any work comprising Buyer’s Environmental Review, (ii) All inspections must be coordinated through a designated representative of Seller who may accompany Buyer during the course of Buyer’s inspection of the Assets; (iii) Buyer shall give Seller notice not less than 48 hours before any visits by Buyer and/or its consultant to the Assets, and Buyer shall seek and obtain Seller’s prior consent (which shall not be unreasonably withheld) before either Buyer or Buyer’s consultant enters the Assets; (iv) Buyer shall provide Seller a copy of any Phase I reports affecting the Assets promptly after Buyer’s receipt of the same; (v) Buyer and/or its consultant shall perform all such work in a safe and workmanlike manner, shall manner and so as to not unreasonably interfere with Seller’s operations, and shall (iii) comply with all Laws of applicable Governmental Authorities; (vi) Laws, rules and regulations. Buyer shall be responsible for, provided that Seller shall use commercially provide all reasonable efforts to obtain assistance in, obtaining any third party Third Party consents that are required in order to perform any work comprising Buyer’s Environmental Review; and (vii) , and Buyer shall consult with Seller prior to requesting each such Third Party consent. Seller shall have the right to have a representative or representatives accompany Buyer and Buyer’s Environmental Consultant at all times during Buyer’s Environmental Review. With respect to any samples taken in connection with Buyer’s Environmental Review, Buyer shall take split samples, providing one of each such sample, properly labeled and identified, to Seller. Buyer hereby agrees to release and release, defend, indemnify, indemnify and hold harmless Seller and Seller’s Representatives from and against all Claims made by (claims, losses, damages, costs, expenses, causes of action and judgments of any kind or attributable to the acts or omissions of) Buyer or Buyer’s Representatives character (INCLUDING THOSE RESULTING FROM THE SELLER’S SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE (BUT NOT WILLFUL MISCONDUCT), OR STRICT LIABILITY OR OTHER LEGAL FAULT OF SELLER OR ANY OF SELLER’S REPRESENTATIVESLIABILITY) to the extent arising out of or relating to Buyer’s Environmental Review. The release and indemnity provisions of this Section 4.09 shall survive termination or Closing of this Agreement notwithstanding anything to the contrary provided for in this Agreement. (b) Unless otherwise required by applicable LawsLaw, Buyer shall (and shall cause Buyer’s Environmental Consultant to) treat confidentially any matters revealed by Buyer’s Environmental Review and any environmental review provided by Seller to Buyer, including any analyses, compilations, studies, documents, reports, reports or data prepared or generated from such review, but excluding any public information review (the “Environmental Information”), as confidential, and, except as provided below, and Buyer shall not (and shall cause Buyer’s Environmental Consultant to not) disclose any Environmental Information to any Governmental Authority, or, prior to Closing to any Authority or other third party Third Party without the prior written consent of Seller. Unless otherwise required by Law, Buyer may use the Environmental Information prior to Closing only in connection with the transactions contemplated by this Agreement. The If Buyer, Buyer’s Environmental Information shall be disclosed by Buyer to only those persons who need to know the Environmental Information for purposes of evaluating the transaction contemplated by this Agreement, and who agree to be bound by the terms of this Section 4.09. If Buyer Consultant or any third party Third Party to whom Buyer has provided any Environmental Information is requested, compelled, or required become legally compelled to disclose any of the Environmental Information prior to ClosingInformation, Buyer shall provide Seller with prompt notice sufficiently prior to any such disclosure so as to allow Seller to file for any protective order, or seek any other remedy, as it deems appropriate under the circumstances. If this Agreement is terminated prior to the Closing, upon Seller’s request Buyer shall deliver the Environmental Information, and all copies thereof and works based thereon, Information to Seller, which Environmental Information shall become the sole property of Seller. Upon request Buyer shall provide two copies of the Environmental Information to Seller without charge. The terms and provisions of this Section 4.09(b) shall survive any termination of this Agreement, notwithstanding anything to the contrary.

Environmental Review. From the date of this Agreement through the Notification Date Buyer may conduct an environmental assessment of the Assets, subject to the following: (a) Buyer shall have the right to conduct on-site inspections, including, but not limited to, Phase I testing or cause a consultant (but not Phase II testing“Buyer’s Environmental Consultant”) (as those terms are defined by the American Society for Testing and Materials) to conduct an environmental assessments review of the Assets, including, but not limited to, sampling and analysis of soil, air, surface water, groundwater and waste materials, Assets prior to the end expiration of the Notification Date Examination Period (“Buyer’s Environmental Review”) and Seller shall provide to Buyer a copy of any environmental review Seller has in its possession subject to the same terms of confidentiality subsequently set forth herein; (i) ). The cost and expense of Buyer’s Environmental Review Review, if any, shall be borne solely by Buyer; (ii) All inspections must be coordinated through a designated representative . The scope of Seller who may accompany Buyer during the course of work comprising Buyer’s Environmental Review shall be limited to a Phase I review, provided, however, that in the event the Phase I review discloses matters (“Environmental Matters”) that Buyer, acting in good faith, reasonably determines requires additional inspection, Buyer may notify Seller in writing of such Environmental Matters and request Seller’s consent to conduct additional inspection activities (“Inspection Request”). The Inspection Request shall include the specific Asset that would be subject to such additional inspection, the reasons for requesting additional inspection and a description of the Assets; proposed additional inspection activities to be conducted by Buyer. Seller shall consent to or deny the Inspection Request within three (iii3) Buyer shall give days of receipt of the Inspection Request, provided that consent from Seller notice not less than 48 hours before any visits by Buyer and/or its consultant to the Assets, and Buyer shall seek and obtain Seller’s prior consent (which shall not be unreasonably withheldwithheld and that the failure of Seller to respond within such three (3) before either Buyer or day period shall be deemed to constitute Seller’s consent to the proposed additional inspection activities proposed in the Inspection Request. Notwithstanding the foregoing, if Seller withholds its consent to any Inspection Request, then such Asset may be excluded by Buyer, at Buyer’s consultant enters discretion, from the sale under this Agreement and the Unadjusted Purchase Price shall be reduced by the Allocated Value of such excluded Assets; (iv) . Buyer shall, and shall provide Seller a copy of any Phase I reports affecting the Assets promptly after cause Buyer’s receipt of the same; Environmental Consultant to, (vi) Buyer and/or its consultant shall consult with Seller before conducting any work comprising Buyer’s Environmental Review, (ii) perform all such work in a safe and workmanlike manner, shall manner and so as to not unreasonably interfere with Seller’s operations, the operation of the Assets and shall (iii) comply with all Laws applicable Law. For any of applicable Governmental Authorities; (vi) the Assets that are not operated by Seller, Seller shall use commercially reasonable efforts good faith effort to seek and obtain any third party consents that are required in order the consent of the operator(s) to perform any work comprising access by Buyer for the purpose of Buyer’s Environmental Review; and (vii) . Seller shall have the right to have a representative or representatives accompany Buyer hereby agrees and Buyer’s Environmental Consultant at all times during Buyer’s Environmental Review. With respect to release any samples taken in connection with Buyer’s Environmental Review, Buyer shall take split samples, providing one of each such sample, properly labeled and identified, to Seller without charge. Buyer releases, and shall defend, indemnify, indemnify and hold harmless harmless, Seller, its members, managers, Affiliates, co-lessees, co-venturers and their respective officers, directors, managers, employees, agents, partners, representatives, members, shareholders, Affiliates, subsidiaries, successors and assigns (collectively, “Seller and Seller’s Representatives Indemnitees”) from and against all Claims made by (Claims, losses, damages, costs, expenses, causes of action and judgments of any kind or attributable to the acts or omissions of) Buyer or Buyer’s Representatives character (INCLUDING THOSE RESULTING FROM THE SELLER’S SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE (OR STRICT LIABILITY, BUT NOT SPECIFICALLY EXCLUDING THOSE RESULTING FROM SELLER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT), STRICT LIABILITY OR OTHER LEGAL FAULT OF SELLER OR ANY OF SELLER’S REPRESENTATIVES) arising out of or relating to Buyer’s Environmental Review. The release and indemnity provisions of this Section 4.09 shall survive termination or Closing of this Agreement notwithstanding anything to the contrary provided for in this Agreement. (b) Unless otherwise required by applicable LawsLaw, Buyer shall, and shall cause Buyer’s Environmental Consultant to, treat confidentially any matters revealed by Buyer’s Environmental Review and any environmental review provided by Seller to Buyer, including any analyses, compilations, studies, documents, reports, reports or data prepared or generated from such review, but excluding any public information review (the “Environmental Information”), as confidential, and, except as provided below, and Buyer shall not not, and shall cause Buyer’s Environmental Consultant to not, disclose any Environmental Information to any Governmental Authority, or, prior to Closing to any Authority or other third party Third Party without the prior written consent of Seller. Buyer may use the Environmental Information prior to Closing only in connection with the transactions contemplated by this Agreement. The If Buyer, Buyer’s Environmental Information shall be disclosed by Buyer to only those persons who need to know the Environmental Information for purposes of evaluating the transaction contemplated by this Agreement, and who agree to be bound by the terms of this Section 4.09. If Buyer Consultant or any third party Third Party to whom which Buyer has provided any Environmental Information is requested, compelled, or required become legally compelled to disclose any of the Environmental Information prior to ClosingInformation, Buyer shall provide Seller with prompt notice sufficiently prior to any such disclosure so as to allow Seller to file for any protective order, order or seek any other remedy, as it any Seller deems appropriate under the circumstances. If this Agreement is terminated prior to the Closing, upon Seller’s request Buyer shall deliver the Environmental Information, and all copies thereof and works based thereon, Information to Seller, which Environmental Information shall become the sole property of Seller. Upon request Buyer shall provide copies of the Environmental Information to Seller without charge. The terms and provisions of this Section 4.09(b) shall survive any termination of this Agreement, notwithstanding anything to the contrary.

Environmental Review. From the date of this Agreement through the Notification Date Buyer may conduct an environmental assessment of the Assets, subject to the following: (a) Buyer Purchaser shall have the right right, during the Examination Period (as such may be extended pursuant to Section 4.03(a)) to conduct on-site inspections, including, but not limited to, Phase I testing or cause a consultant (but not Phase II testing“Purchaser’s Environmental Consultant”) (as those terms are defined by the American Society for Testing and Materials) environmental assessments to conduct a review of the Assets, including, but not limited to, sampling and analysis of soil, air, surface water, groundwater and waste materials, prior Assets with regard to the end of the Notification Date possible Environmental Defects (“BuyerPurchaser’s Environmental Review”) and Seller shall provide to Buyer a copy of any environmental review Seller has in its possession subject to the same terms of confidentiality subsequently set forth herein; (i) ). The cost and expense of BuyerPurchaser’s Environmental Review, if any, shall be borne solely by Purchaser. The scope of work comprising Purchaser’s Environmental Review shall be borne solely limited to that mutually agreed by Buyer; Purchaser and Seller prior to commencement thereof and shall not include any subsurface or intrusive test or procedure without the express prior written consent of Seller. Purchaser shall (and shall cause Purchaser’s Environmental Consultant to): (i) consult with Seller before conducting any work comprising Purchaser’s Environmental Review; (ii) All inspections must be coordinated through a designated representative of Seller who may accompany Buyer during the course of Buyer’s inspection of the Assets; (iii) Buyer shall give Seller notice not less than 48 hours before any visits by Buyer and/or its consultant to the Assets, and Buyer shall seek and obtain Seller’s prior consent (which shall not be unreasonably withheld) before either Buyer or Buyer’s consultant enters the Assets; (iv) Buyer shall provide Seller a copy of any Phase I reports affecting the Assets promptly after Buyer’s receipt of the same; (v) Buyer and/or its consultant shall perform all such work in a safe and workmanlike manner, shall manner and so as to not unreasonably interfere with Seller’s operations, ; and shall (iii) comply with all Laws of applicable Governmental Authorities; (vi) laws, rules and regulations. Seller shall shall, with Purchaser’s cooperation, use commercially reasonable efforts to obtain any third party Third Party consents that are required in order to allow Purchaser and Purchaser’s Environmental Consultant access to the Assets and to perform any work comprising BuyerPurchaser’s Environmental Review; and. Seller shall have the right to have a representative or representatives accompany Purchaser and Purchaser’s Environmental Consultant at all times during Purchaser’s Environmental Review. With respect to any samples taken in connection with Purchaser’s Environmental Review, Purchaser shall take split samples, providing one of each such sample, properly labeled and identified, to Seller. (viib) Buyer hereby agrees to release and defendPURCHASER HEREBY AGREES TO RELEASE, indemnifyDEFEND, and hold harmless Seller and Seller’s Representatives from and against all Claims made by (or attributable to the acts or omissions of) Buyer or Buyer’s Representatives INDEMNIFY AND HOLD HARMLESS SELLER INDEMNITEES FROM AND AGAINST ALL CLAIMS, LOSSES, DAMAGES, COSTS, EXPENSES, CAUSES OF ACTION AND JUDGMENTS OF ANY KIND OR CHARACTER (INCLUDING THOSE RESULTING FROM THE SELLER’S SOLE, JOINT, GROSS, COMPARATIVE OR CONCURRENT NEGLIGENCE (BUT NOT WILLFUL MISCONDUCT)NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL FAULT WRONGDOING) ARISING OUT OF SELLER OR ANY OF SELLERRELATING TO PURCHASER’S REPRESENTATIVES) arising out of or relating to Buyer’s Environmental Review. The release and indemnity provisions of this Section 4.09 shall survive termination or Closing of this Agreement notwithstanding anything to the contrary provided for in this AgreementENVIRONMENTAL REVIEW. (bc) Unless otherwise required by applicable LawsLaw, Buyer Purchaser shall (and shall cause Purchaser’s Environmental Consultant to) treat confidentially any matters revealed by BuyerPurchaser’s Environmental Review and any environmental review provided by Seller to Buyer, including any analyses, compilations, studies, documents, reports, reports or data prepared or generated from such review, but excluding any public information review (the “Environmental Information”), as confidential, and, except as provided below, Buyer ) and shall not (and shall cause Purchaser’s Environmental Consultant to not) disclose any Environmental Information to any Governmental Authority, or, prior to Closing to any Authority or other third party Third Party without the prior written consent of Seller. Buyer Unless otherwise required by Law, Purchaser may use the Environmental Information prior to Closing only in connection with the transactions contemplated by this Agreement. The If Purchaser, Purchaser’s Environmental Information shall be disclosed by Buyer to only those persons who need to know the Environmental Information for purposes of evaluating the transaction contemplated by this Agreement, and who agree to be bound by the terms of this Section 4.09. If Buyer Consultant or any third party Third Party to whom Buyer Purchaser has provided any Environmental Information is requested, compelled, or required becomes legally compelled to disclose any of the Environmental Information prior to ClosingInformation, Buyer Purchaser shall provide Seller with prompt notice sufficiently prior to any such disclosure so as to allow Seller to file for any protective order, or seek any other remedy, as it deems appropriate under the circumstances. If this Agreement is terminated prior to the ClosingClosing or should Closing occur only as to a portion of the Assets, Purchaser shall, upon Seller’s request Buyer shall request, deliver to Seller the Environmental Information, and all copies thereof and works based thereon, Information relating to Sellerthose Assets not acquired by Purchaser, which Environmental Information shall thereupon become the sole property of Seller. Upon request Buyer Purchaser shall provide copies of the Environmental Information to Seller without charge. The terms and provisions of Purchaser’s obligations under this Section 4.09(b4.01(c) shall survive terminate upon Closing as to all of the Assets acquired by Purchaser; if this Agreement is terminated without a Closing or a Closing occurs only as to a portion of the Assets, Purchaser’s obligations under this Section 4.01(c) with respect to any termination of Assets not acquired by Purchaser hereunder shall terminate three (3) years after the Effective Time. Purchaser’s confidentiality and notice obligations under this Agreement, notwithstanding anything Section 4.01(c) shall terminate with respect to any Assets upon the contraryClosing for such Assets.

Environmental Review. From the date of this Agreement through the Notification Date Buyer may conduct an environmental assessment of the Assets, subject to the following: (a) Buyer shall have the right to conduct on-site inspections, including, but not limited to, Phase I testing or cause a consultant (but not Phase II testing"Buyer's Environmental Consultant") (as those terms are defined by the American Society for Testing and Materials) to conduct an environmental assessments review of the Assets, including, but not limited to, sampling and analysis of soil, air, surface water, groundwater and waste materials, Assets prior to the end expiration of the Notification Date Examination Period (“"Buyer’s 's Environmental Review”) and Seller shall provide to Buyer a copy of any environmental review Seller has in its possession subject to the same terms of confidentiality subsequently set forth herein; (i) "). The cost and expense of Buyer’s 's Environmental Review Review, if any, shall be borne solely by Buyer; . The scope of work comprising Buyer's Environmental Review shall be limited to that mutually agreed by Buyer and Seller prior to commencement thereof and shall not include any intrusive test, Phase II type examination or other similar procedure without the prior consent of Seller. Buyer shall (and shall cause Buyer's Environmental Consultant to): (i) consult with Seller before conducting any work comprising Buyer's Environmental Review, (ii) All inspections must be coordinated through a designated representative of Seller who may accompany Buyer during the course of Buyer’s inspection of the Assets; (iii) Buyer shall give Seller notice not less than 48 hours before any visits by Buyer and/or its consultant to the Assets, and Buyer shall seek and obtain Seller’s prior consent (which shall not be unreasonably withheld) before either Buyer or Buyer’s consultant enters the Assets; (iv) Buyer shall provide Seller a copy of any Phase I reports affecting the Assets promptly after Buyer’s receipt of the same; (v) Buyer and/or its consultant shall perform all such work in a safe and workmanlike manner, shall manner and so as to not unreasonably interfere with Seller’s 's operations, and shall (iii) comply with all Laws of applicable Governmental Authorities; (vi) Seller laws, rules, and regulations. Buyer shall use commercially reasonable efforts to obtain be solely responsible for obtaining any third party Third Party consents that are required in order to perform any work comprising Buyer’s 's Environmental Review; and (vii) , and Buyer shall consult with Seller prior to requesting each such Third Party consent. Seller shall have the right to have a representative or representatives accompany Buyer and Buyer's Environmental Consultant at all times during Buyer's Environmental Review. With respect to any samples taken in connection with Buyer's Environmental Review, Buyer shall take split samples, providing one of each such sample, properly labeled and identified, to Seller. Buyer hereby agrees to release and release, defend, indemnify, indemnify and hold harmless Seller and Seller’s Representatives from and against all Claims made by (claims, losses, damages, costs, expenses, causes of action and judgments of any kind or attributable to the acts or omissions of) Buyer or Buyer’s Representatives character (INCLUDING THOSE RESULTING FROM THE SELLER'S SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE (OR STRICT LIABILITY, BUT NOT EXCLUDING THOSE CAUSED BY SELLER'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT), STRICT LIABILITY OR OTHER LEGAL FAULT OF SELLER OR ANY OF SELLER’S REPRESENTATIVES) arising out of or relating to Buyer’s 's Environmental Review. The release and indemnity provisions of this Section 4.09 shall survive termination or Closing of this Agreement notwithstanding anything to the contrary provided for in this Agreement. (b) Unless otherwise required by applicable Lawslaw, Buyer shall (and shall cause Buyer's Environmental Consultant to) treat confidentially any matters revealed by Buyer’s 's Environmental Review and any environmental review provided by Seller to Buyer, including any analyses, compilations, studies, documents, reports, reports or data prepared or generated from such review, but excluding any public information review (the “"Environmental Information”"), as confidential, and, except as provided below, and Buyer shall not (and shall cause Buyer's Environmental Consultant to not) disclose any Environmental Information to any Governmental Authority, or, prior to Closing to any Authority or other third party Third Party without the prior written consent of Seller. Unless otherwise required by law, Buyer may use the Environmental Information prior to Closing only in connection with the transactions contemplated by this Agreement. The If Buyer, Buyer's Environmental Information shall be disclosed by Buyer to only those persons who need to know the Environmental Information for purposes of evaluating the transaction contemplated by this AgreementConsultant, and who agree to be bound by the terms of this Section 4.09. If Buyer or any third party Third Party to whom Buyer has provided any Environmental Information is requested, compelled, or required become legally compelled to disclose any of the Environmental Information prior to ClosingInformation, Buyer shall provide Seller with prompt notice sufficiently prior to any such disclosure so as to allow Seller to file for any protective order, or seek any other remedy, as it deems appropriate under the circumstances. If this Agreement is terminated prior to the Closing, upon Seller’s request Buyer shall deliver the Environmental Information, and all copies thereof and works based thereon, Information to Seller, which Environmental Information shall become the sole property of Seller. Upon request Buyer shall provide copies of the Environmental Information to Seller without charge. The terms and provisions of this Section 4.09(b) shall survive any termination of this Agreement, notwithstanding anything to the contrary.

Environmental Review. From the date of this Agreement through the Notification Date (a) Upon advance notice to Seller, Seller hereby consents to Buyer may conduct conducting, at Buyer’s sole risk and expense, non-invasive on-site inspections and an environmental assessment Environmental Assessment of the Assets, subject to the following: (a) Buyer shall have the right to conduct . In connection with any such on-site inspectionsinspections or Environmental Assessment, including, but Buyer agrees not limited to, Phase I testing (but not Phase II testing) (as those terms are defined by to interfere with the American Society for Testing and Materials) environmental assessments normal operation of the Assets, including, but not limited to, sampling and analysis of soil, air, surface water, groundwater and waste materials, prior to the end of the Notification Date (“Buyer’s Environmental Review”) and Seller shall provide to Buyer a copy of Assets in any environmental review Seller has in its possession subject to the same terms of confidentiality subsequently set forth herein; (i) The cost and expense of Buyer’s Environmental Review shall be borne solely by Buyer; (ii) All inspections must be coordinated through a designated representative of Seller who may accompany Buyer during the course of Buyer’s inspection of the Assets; (iii) Buyer shall give Seller notice not less than 48 hours before any visits by Buyer and/or its consultant to the Assetsmaterial respect, and Buyer shall seek and obtain Seller’s prior consent (which shall not be unreasonably withheld) before either Buyer or Buyer’s consultant enters the Assets; (iv) Buyer shall provide Seller a copy of any Phase I reports affecting the Assets promptly after Buyer’s receipt of the same; (v) Buyer and/or its consultant shall perform all such work in a safe and workmanlike manner, shall not unreasonably interfere with Seller’s operations, and shall agrees to comply with all Laws requirements and safety policies of applicable Governmental Authorities; (vi) Seller shall use commercially reasonable efforts the operator of which Buyer has notice. In connection with the granting of such access, Buyer represents it is adequately insured and, except to obtain any third party consents that are required in order to perform any work comprising Buyerthe extent caused by a Seller’s Environmental Review; and (vii) Buyer hereby gross negligence or willful misconduct, waives, releases and agrees to release and defend, indemnify, defend and save and hold harmless Seller and Seller’s Representatives from and respective representatives against all Claims made by (claims for injury to, or attributable death of, persons or for damage to property arising in any way from the acts access afforded to Buyer hereunder or omissions of) Buyer or the activities of Buyer’s Representatives (INCLUDING THOSE RESULTING FROM THE SOLE. This waiver, JOINT, OR CONCURRENT NEGLIGENCE (BUT NOT WILLFUL MISCONDUCT), STRICT LIABILITY OR OTHER LEGAL FAULT OF SELLER OR ANY OF SELLER’S REPRESENTATIVES) arising out of or relating to Buyer’s Environmental Review. The release and indemnity provisions of this Section 4.09 by Buyer shall survive termination or Closing of this Agreement notwithstanding anything to the contrary provided for in this Agreement. (b) Unless otherwise required by applicable Lawslaw, Buyer shall (and shall cause Buyer’s environmental consultant (“Environmental Consultant”) to) treat confidentially any matters revealed by Buyer’s Environmental Review and any environmental review provided by Seller to Buyer, including any analyses, compilations, studies, documents, reports, reports or data prepared or generated from such review, but excluding any public information review (the “Environmental Information”), as confidential, and, except as provided below, and Buyer shall not (and shall cause Buyer’s Environmental Consultant to not) disclose any Environmental Information to any Governmental Authority, or, prior to Closing to any Authority or other third party without the prior written consent of the Seller. Unless otherwise required by law, Buyer may use the Environmental Information prior to Closing only in connection with the transactions contemplated by this Agreement. The If Buyer, Buyer’s Environmental Information shall be disclosed by Buyer to only those persons who need to know the Environmental Information for purposes of evaluating the transaction contemplated by this AgreementConsultant, and who agree to be bound by the terms of this Section 4.09. If Buyer or any third party to whom Buyer has provided any Environmental Information is requested, compelled, or required become legally compelled to disclose any of the Environmental Information prior to ClosingInformation, Buyer shall provide the Seller with prompt notice sufficiently prior to any such disclosure so as to allow the Seller to file for any protective order, or seek any other remedy, as it deems appropriate under the circumstances. If this Agreement is terminated prior to the Closing, upon Seller’s request Buyer shall deliver the Environmental Information, and all copies thereof and works based thereon, Information to the Seller, which Environmental Information shall become the sole property of the Seller. Upon request written request, Buyer shall provide copies of the Environmental Information to the Seller without charge. The terms and provisions of Buyer’s obligations under this Section 4.09(b4.01(b) shall survive any termination of this Agreement, notwithstanding anything to terminate in the contraryevent that the Closing occurs.

Environmental Review. From the date of this Agreement through the Notification Date Buyer may conduct an environmental assessment of the Assets, subject to the following: (a) Buyer shall have the right to conduct on-site inspections, including, but not limited to, Phase I testing or cause a consultant reasonably acceptable to Seller (but not Phase II testing“Buyer's Environmental Consultant”) (as those terms are defined by the American Society for Testing and Materials) to conduct an environmental assessments review of the Assets, including, but not limited to, sampling and analysis of soil, air, surface water, groundwater and waste materials, Assets prior to the end expiration of the Notification Date Examination Period (“Buyer’s 's Environmental Review”) and Seller shall provide to Buyer a copy of any environmental review Seller has in its possession subject to the same terms of confidentiality subsequently set forth herein; (i) ). The cost and expense of Buyer’s Xxxxx's Environmental Review Review, if any, shall be borne solely by Buyer; (ii) All inspections must Xxxxx. The scope of work comprising Xxxxx's Environmental Review shall be coordinated through limited to a designated representative Phase I review and otherwise as may be agreed by Xxxxx and Seller prior to commencement. The Environmental Review shall not include any intrusive test or procedure without the prior written consent of Seller who may accompany Buyer during the course of Buyer’s inspection of the Assets; (iii) Buyer shall give Seller notice not less than 48 hours before any visits by Buyer and/or its consultant to the AssetsSeller, and Buyer shall seek and obtain Seller’s prior which consent (which shall will not be unreasonably withheld. Buyer shall, and shall cause Buyer's Environmental Consultant to, (i) consult with Seller before either Buyer or Buyer’s consultant enters the Assets; conducting any work comprising Xxxxx's Environmental Review, (ivii) Buyer shall provide Seller a copy of any Phase I reports affecting the Assets promptly after Buyer’s receipt of the same; (v) Buyer and/or its consultant shall perform all such work in a safe and workmanlike manner, shall manner and so as to not unreasonably interfere with Seller’s operations, the operation of the Assets and shall (iii) comply with all Laws of applicable Governmental Authorities; (vi) Seller Law. Buyer shall use commercially reasonable efforts to obtain be solely responsible for obtaining any third party consents from a Third Party that are required in order to perform any work comprising Buyer’s Xxxxx's Environmental Review; and (vii) , and Buyer hereby agrees shall consult with Seller prior to release requesting each such consent. Seller shall have the right to have a representative or representatives accompany Xxxxx and Xxxxx's Environmental Consultant at all times during Xxxxx's Environmental Review. With respect to any samples taken in connection with Xxxxx's Environmental Review, Buyer shall take split samples, providing one of each such sample, properly labeled and identified, to Seller without charge. Xxxxx releases, and shall defend, indemnify, indemnify and hold harmless harmless, Seller and Seller’s Representatives Indemnitees from and against all Claims made by (claims, losses, damages, costs, expenses, causes of action and judgments of any kind or attributable to the acts or omissions of) Buyer or Buyer’s Representatives character (INCLUDING THOSE RESULTING FROM THE SELLER'S SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE (OR STRICT LIABILITY, BUT NOT SPECIFICALLY EXCLUDING THOSE RESULTING FROM SELLER'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT), STRICT LIABILITY OR OTHER LEGAL FAULT OF SELLER OR ANY OF SELLER’S REPRESENTATIVES) arising out of or relating to Buyer’s 's Environmental Review. The release indemnity and indemnity provisions of this Section 4.09 other obligations set forth in the immediately preceding sentence shall survive the Closing or termination or Closing of this Agreement notwithstanding anything to the contrary provided for in this Agreement. (b) Unless otherwise required by applicable LawsLaw, Buyer shall, and shall cause Buyer's Environmental Consultant to, treat confidentially any matters revealed by Buyer’s Xxxxx's Environmental Review and any environmental review provided by Seller to Buyer, including any analyses, compilations, studies, documents, reports, reports or data prepared or generated from such review, but excluding any public information review (the “Environmental Information”), as confidential, and, except as provided below, and Buyer shall not not, and shall cause Buyer's Environmental Consultant to not, disclose any Environmental Information to any Governmental Authority, or, prior to Closing to any Authority or other third party Third Party without the prior written consent of Seller. Buyer may use the Environmental Information prior to Closing only in connection with the transactions contemplated by this Agreement. The If Xxxxx, Xxxxx's Environmental Information shall be disclosed by Buyer to only those persons who need to know the Environmental Information for purposes of evaluating the transaction contemplated by this Agreement, and who agree to be bound by the terms of this Section 4.09. If Buyer Consultant or any third party Third Party to whom Buyer which Xxxxx has provided any Environmental Information is requested, compelled, or required become legally compelled to disclose any of the Environmental Information prior to ClosingInformation, Buyer shall provide Seller with prompt notice sufficiently prior to any such disclosure so as to allow Seller to file for any protective order, order or seek any other remedy, as it Seller deems appropriate under the circumstances. If this Agreement is terminated prior to the Closing, upon Seller’s request Buyer shall deliver the Environmental Information, and all copies thereof and works based thereon, to Seller, which Environmental Information shall become the sole property of Seller. Upon request Buyer shall provide copies of the Environmental Information to Seller without charge. The terms and provisions of this Section 4.09(b) shall survive any termination of this Agreement, notwithstanding anything to the contrary.the

Environmental Review. From the date of this Agreement through the Notification Date Buyer may conduct an environmental assessment of the Assets, subject to the following: (a) Buyer shall have the right to conduct on-site inspections, including, but not limited to, Phase I testing or cause a consultant reasonably acceptable to Sellers (but not Phase II testing“Buyer’s Environmental Consultant”) (as those terms are defined by the American Society for Testing and Materials) to conduct an environmental assessments review of the Assets, including, but not limited to, sampling and analysis of soil, air, surface water, groundwater and waste materials, Assets prior to the end expiration of the Notification Date Examination Period (“Buyer’s Environmental Review”) and Seller shall provide to Buyer a copy of any environmental review Seller has in its possession subject to the same terms of confidentiality subsequently set forth herein; (i) ). The cost and expense of Buyer’s Environmental Review Review, if any, shall be borne solely by Buyer; (ii) All inspections must be coordinated through a designated representative . Subject to the following sentence, the scope of Seller who may accompany Buyer during the course of work comprising Buyer’s inspection of Environmental Review shall be limited to a Phase I review that does not exceed the Assets; basic assessment requirements set forth under the current American Society for Testing and Material Standard Practice for Phase I environmental property assessments (iiiDesignation E1527-05) Buyer shall give Seller notice not less than 48 hours before any visits and otherwise as may be agreed by Buyer and/or its consultant and Sellers prior to commencement. Buyer’s Environmental Review shall not include any intrusive test or procedure without the Assetsprior written consent of Sellers, and Buyer shall seek and obtain Seller’s prior which consent (which shall not be unreasonably withheld) before either , condition or delayed. Buyer or shall, and shall cause Buyer’s consultant enters the Assets; Environmental Consultant to, (ivi) Buyer shall provide Seller a copy of consult with Sellers before conducting any Phase I reports affecting the Assets promptly after work comprising Buyer’s receipt of the same; Environmental Review, (vii) Buyer and/or its consultant shall perform all such work in a safe and workmanlike manner, shall manner and so as to not unreasonably interfere with Seller’s operations, the operation of the Assets and shall (iii) comply with all Laws of applicable Governmental Authorities; (vi) Seller Law. Buyer shall use commercially reasonable efforts to obtain be solely responsible for obtaining any third party consents from a Third Party that are required in order to perform any work comprising Buyer’s Environmental Review; and (vii) , and Buyer hereby agrees shall consult with Sellers prior to release requesting each such consent. Sellers shall have the right to have a representative or representatives accompany Buyer and Buyer’s Environmental Consultant at all times during Buyer’s Environmental Review. With respect to any samples taken in connection with Buyer’s Environmental Review, Buyer shall take split samples, providing one of each such sample, properly labeled and identified, to Sellers without charge. Buyer releases, and shall defend, indemnify, indemnify and hold harmless Seller and Seller’s Representatives harmless, Sellers Indemnitees from and against all Claims made by (claims, losses, damages, costs, expenses, causes of action and judgments of any kind or attributable to the acts or omissions of) Buyer or Buyer’s Representatives character (INCLUDING THOSE RESULTING FROM THE A SELLERS INDEMNITEE’S SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE (OR STRICT LIABILITY, BUT NOT SPECIFICALLY EXCLUDING THOSE RESULTING FROM A SELLERS INDEMNITEE’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT), STRICT LIABILITY OR OTHER LEGAL FAULT OF SELLER OR ANY OF SELLER’S REPRESENTATIVES) arising out of or relating to Buyer’s Environmental Review. The release indemnity and indemnity provisions of this Section 4.09 other obligations set forth in the immediately preceding sentence shall survive the Closing or termination or Closing of this Agreement notwithstanding anything to the contrary provided for in this Agreement. (b) Unless Until Closing and unless otherwise required by applicable LawsLaw, Buyer shall, and shall cause Buyer’s Environmental Consultant to, treat confidentially any matters revealed by Buyer’s Environmental Review and any environmental review provided by Seller to Buyer, including any analyses, compilations, studies, documents, reports, reports or data prepared or generated from such review, but excluding any public information review (the “Environmental Information”), as confidential, and, except as provided below, and Buyer shall not not, and shall cause Buyer’s Environmental Consultant to not, disclose any Environmental Information to any Governmental Authority, or, prior to Closing to any Authority or other third party Third Party without the prior written consent of SellerSellers. Buyer may use the Environmental Information prior to Closing only in connection with the transactions contemplated by this Agreement. The If Buyer, Buyer’s Environmental Information shall be disclosed by Buyer to only those persons who need to know the Environmental Information for purposes of evaluating the transaction contemplated by this Agreement, and who agree to be bound by the terms of this Section 4.09. If Buyer Consultant or any third party Third Party to whom which Buyer has provided any Environmental Information is requested, compelled, or required become legally compelled to disclose any of the Environmental Information prior to ClosingInformation, Buyer shall provide Seller Sellers with prompt notice sufficiently prior to any such disclosure so as to allow Seller Sellers to file for any protective order, order or seek any other remedy, as it deems Sellers deem appropriate under the circumstances. Buyer shall provide to Sellers copies of any Environmental Information generated by Buyer or Buyer’s Environmental Consultant promptly after Buyer’s receipt thereof. If this Agreement is terminated prior to the Closing, upon Seller’s request Buyer shall promptly deliver the Environmental Information, and all copies thereof and works based thereon, Information to SellerSellers, which Environmental Information shall become the sole property of Seller. Upon request Buyer shall provide copies of the Environmental Information to Seller Sellers without charge. The terms confidentiality and provisions of other obligations set forth in this Section 4.09(b) paragraph shall survive any the termination of this Agreement, notwithstanding anything to the contrary.

Environmental Review. From the date of this Agreement through the Notification Date Buyer may conduct an environmental assessment of the Assets, subject to the following: (a) Buyer shall have the right to conduct on-site inspections, including, but not limited to, Phase I testing or cause a consultant reasonably acceptable to Seller (but not Phase II testing“Buyer’s Environmental Consultant”) (as those terms are defined by the American Society for Testing and Materials) to conduct an environmental assessments review of the Assets, including, but not limited to, sampling and analysis of soil, air, surface water, groundwater and waste materials, Assets prior to the end expiration of the Notification Date Examination Period (“Buyer’s Environmental Review”) and Seller shall provide to Buyer a copy of any environmental review Seller has in its possession subject to the same terms of confidentiality subsequently set forth herein; (i) ). The cost and expense of Buyer’s Environmental Review Review, if any, shall be borne solely by Buyer; . The scope of work comprising Buyer’s Environmental Review shall be limited to a Phase I review and otherwise as may be agreed by Buyer and Seller prior to commencement. The Environmental Review shall not include any intrusive test, sampling, boring, or procedure without the prior written consent of Seller. Buyer shall, and shall cause Buyer’s Environmental Consultant to, (i) consult with Seller before conducting any work comprising Buyer’s Environmental Review, (ii) All inspections must be coordinated through a designated representative of Seller who may accompany Buyer during the course of Buyer’s inspection of the Assets; (iii) Buyer shall give Seller notice not less than 48 hours before any visits by Buyer and/or its consultant to the Assets, and Buyer shall seek and obtain Seller’s prior consent (which shall not be unreasonably withheld) before either Buyer or Buyer’s consultant enters the Assets; (iv) Buyer shall provide Seller a copy of any Phase I reports affecting the Assets promptly after Buyer’s receipt of the same; (v) Buyer and/or its consultant shall perform all such work in a safe and workmanlike manner, shall manner and so as to not unreasonably interfere with Seller’s operations, the operation of the Assets and shall (iii) comply with all Laws of applicable Governmental Authorities; (vi) Seller Laws. Buyer shall use commercially reasonable efforts to obtain be solely responsible for obtaining any third party consents from a Third Party that are required in order to perform any work comprising Buyer’s Environmental Review; and (vii) , and Buyer hereby agrees shall consult with Seller prior to release requesting each such consent. Seller shall have the right to have a representative or representatives accompany Buyer and Buyer’s Environmental Consultant at all times during Buyer’s Environmental Review. With respect to any samples taken in connection with Buyer’s Environmental Review, Buyer shall take split samples, providing one of each such sample, properly labeled and identified, to Seller without charge. Buyer releases, and shall defend, indemnify, indemnify and hold harmless harmless, Seller and Seller’s Representatives Indemnitees from and against all Claims made by (or attributable to the acts or omissions of) Buyer or Buyer’s Representatives Losses (INCLUDING THOSE RESULTING FROM THE SELLER’S SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE (OR STRICT LIABILITY, BUT NOT SPECIFICALLY EXCLUDING THOSE RESULTING FROM SELLER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT), STRICT LIABILITY OR OTHER LEGAL FAULT OF SELLER OR ANY OF SELLER’S REPRESENTATIVES) arising out of of, related to, or relating to caused by Buyer’s Environmental Review. The release If Buyer desires to conduct a Phase II review and indemnity provisions Seller does not provide its consent, Buyer shall have the right to exclude only the affected Asset from the terms of this Section 4.09 Agreement; provided however, that in the event it is impractical to exclude the affected Asset and Seller does not provide its consent for a Phase II review, then each of Buyer and Seller shall survive termination or Closing of this Agreement notwithstanding anything have the right to the contrary provided for in terminate this Agreement. In no event shall the Examination Period be extended for purposes of accommodating a Phase II review by Seller. (b) Unless otherwise required by applicable LawsLaw, Buyer shall, and shall cause Buyer’s Environmental Consultant to, treat confidentially any matters revealed by Buyer’s Environmental Review and any environmental review provided by Seller to Buyer, including any analyses, compilations, studies, documents, reports, reports or data prepared or generated from such review, but excluding any public information review (the “Environmental Information”), as confidential, and, except as provided below, and Buyer shall not not, and shall cause Buyer’s Environmental Consultant to not, disclose any Environmental Information to any Governmental Authority, or, prior to Closing to any Authority or other third party Third Party without the prior written consent of Seller. Buyer may use the Environmental Information prior to Closing only in connection with the transactions contemplated by this Agreement. The If Buyer, Buyer’s Environmental Information shall be disclosed by Buyer to only those persons who need to know the Environmental Information for purposes of evaluating the transaction contemplated by this Agreement, and who agree to be bound by the terms of this Section 4.09. If Buyer Consultant or any third party Third Party to whom which Buyer has provided any Environmental Information is requested, compelled, or required become legally compelled to disclose any of the Environmental Information prior to ClosingInformation, Buyer shall provide Seller with prompt notice sufficiently prior to any such disclosure so as to allow Seller to file for any protective order, order or seek any other remedy, as it Seller deems appropriate under the circumstances. If this Agreement is terminated prior to the Closing, upon Seller’s request Buyer shall deliver the Environmental Information, and all copies thereof and works based thereon, Information to Seller, which Environmental Information shall become the sole property of Seller without charge. (c) Upon completion of Buyer’s Environmental Review, Buyer shall, at its sole cost and expense and without any cost or expense to the Seller Indemnitees (1) repair all damage done to the Assets in connection with any Buyer’s Environmental Review, (2) restore the Assets to the same or better condition in existence prior to commencement of any Buyer’s Environmental Review, and (3) remove all equipment, tools or other property brought onto the Assets in connection with any Buyer’s Environmental Review. Any disturbance to the Assets (including the real property associated with such Assets) resulting from Buyer’s Environmental Review will be promptly corrected by Buyer. (d) During all periods that Buyer, or any of Buyer’s representatives are on the Assets, Buyer shall maintain, at its sole expense and with insurers reasonably satisfactory to Seller, policies of insurance of the types and in the amounts reasonably requested by Seller. Upon request by Seller, Buyer shall provide copies evidence of the Environmental Information such insurance to Seller without charge. The terms and provisions of this Section 4.09(b) shall survive any termination of this Agreement, notwithstanding anything prior to entering upon the contraryAssets.

Environmental Review. From the date of this Agreement through the Notification Date Buyer may conduct an environmental assessment of the Assets, subject to the following: (a) Buyer Purchaser shall have the right to conduct on-site inspections, including, but not limited to, Phase I testing or cause a consultant (but not Phase II testing“Purchaser’s Environmental Consultant”) (as those terms are defined by the American Society for Testing and Materials) to conduct an environmental assessments review of the Assets, including, but not limited to, sampling and analysis of soil, air, surface water, groundwater and waste materials, Assets prior to the end expiration of the Notification Date Examination Period (“BuyerPurchaser’s Environmental Review”) and Seller shall provide to Buyer a copy of any environmental review Seller has in its possession subject to the same terms of confidentiality subsequently set forth herein; (i) ). The cost and expense of BuyerPurchaser’s Environmental Review, if any, shall be borne solely by Purchaser. The scope of work comprising Purchaser’s Environmental Review shall be borne solely limited to that mutually agreed by Buyer; Purchaser and Seller prior to commencement thereof and shall not include any subsurface or intrusive test or procedure without the express prior written consent of Seller. Purchaser shall (and shall cause Purchaser’s Environmental Consultant to): (i) consult with Seller before conducting any work comprising Purchaser’s Environmental Review, (ii) All inspections must be coordinated through a designated representative of Seller who may accompany Buyer during the course of Buyer’s inspection of the Assets; (iii) Buyer shall give Seller notice not less than 48 hours before any visits by Buyer and/or its consultant to the Assets, and Buyer shall seek and obtain Seller’s prior consent (which shall not be unreasonably withheld) before either Buyer or Buyer’s consultant enters the Assets; (iv) Buyer shall provide Seller a copy of any Phase I reports affecting the Assets promptly after Buyer’s receipt of the same; (v) Buyer and/or its consultant shall perform all such work in a safe and workmanlike manner, shall manner and so as to not unreasonably interfere with Seller’s operations, and shall (iii) comply with all Laws of applicable Governmental Authorities; (vi) laws, rules, and regulations. Seller shall cause the Company, with Purchaser’s cooperation, to use commercially reasonable efforts to obtain any third party Third Party consents that are required in order to allow Purchaser access to the Assets to perform any work comprising BuyerPurchaser’s Environmental Review; and (vii) Buyer hereby agrees to release and defend, indemnify, and hold harmless Purchaser shall consult with Seller prior to requesting each such Third Party consent. Seller shall have the right to have a representative or representatives accompany Purchaser and Purchaser’s Environmental Consultant at all times during Purchaser’s Environmental Review. With respect to any samples taken in connection with Purchaser’s Environmental Review, Purchaser shall take split samples, providing one of each such sample, properly labeled and identified, to Seller’s Representatives from and against all Claims made by (or attributable to the acts or omissions of) Buyer or Buyer’s Representatives . PURCHASER HEREBY AGREES TO RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS SELLER FROM AND AGAINST ALL CLAIMS, LOSSES, DAMAGES, COSTS, EXPENSES, CAUSES OF ACTION AND JUDGMENTS OF ANY KIND OR CHARACTER (INCLUDING THOSE RESULTING FROM THE SELLER’S SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE (BUT NOT WILLFUL MISCONDUCT), OR STRICT LIABILITY LIABILITY) ARISING OUT OF OR OTHER LEGAL FAULT OF SELLER OR ANY OF SELLERRELATING TO PURCHASER’S REPRESENTATIVES) arising out of or relating to Buyer’s Environmental Review. The release and indemnity provisions of this Section 4.09 shall survive termination or Closing of this Agreement notwithstanding anything to the contrary provided for in this AgreementENVIRONMENTAL REVIEW. (b) Unless otherwise required by applicable Lawslaw, Buyer Purchaser shall (and shall cause Purchaser’s Environmental Consultant to) treat confidentially any matters revealed by BuyerPurchaser’s Environmental Review and any environmental review provided by Seller to Buyer, including any analyses, compilations, studies, documents, reports, reports or data prepared or generated from such review, but excluding any public information review (the “Environmental Information”), as confidential, and, except as provided below, Buyer and Purchaser shall not (and shall cause Purchaser’s Environmental Consultant to not) disclose any Environmental Information to any Governmental Authority, or, prior to Closing to any Authority or other third party Third Party without the prior written consent of Seller. Buyer Unless otherwise required by law, Purchaser may use the Environmental Information prior to Closing only in connection with the transactions contemplated by this Agreement. The If Purchaser, Purchaser’s Environmental Information shall be disclosed by Buyer to only those persons who need to know the Environmental Information for purposes of evaluating the transaction contemplated by this AgreementConsultant, and who agree to be bound by the terms of this Section 4.09. If Buyer or any third party Third Party to whom Buyer Purchaser has provided any Environmental Information is requested, compelled, or required become legally compelled to disclose any of the Environmental Information prior to ClosingInformation, Buyer Purchaser shall provide Seller with prompt notice sufficiently prior to any such disclosure so as to allow Seller to file for any protective order, or seek any other remedy, as it deems appropriate under the circumstances. If this Agreement is terminated prior to the Closing, upon Seller’s request Buyer Purchaser shall deliver the Environmental Information, and all copies thereof and works based thereon, Information to Seller, which Environmental Information shall become the sole property of Seller. Upon request Buyer Purchaser shall provide copies of the Environmental Information to Seller without charge. The terms and provisions of this Section 4.09(b) shall survive any termination of this Agreement, notwithstanding anything to the contrary.

Environmental Review. From the date of this Agreement through the Notification Date Buyer may conduct an environmental assessment of the Assets, subject to the following: (a) Buyer shall have the right to conduct on-site inspections, including, but not limited to, Phase I testing or cause an agent or representative of Buyer reasonably acceptable to Seller (but not Phase II testing“Buyer’s Environmental Consultant”) (as those terms are defined by the American Society for Testing and Materials) to conduct an environmental assessments review of the Assets, including, but not limited to, sampling and analysis of soil, air, surface water, groundwater and waste materials, Assets prior to the end expiration of the Notification Date Examination Period (“Buyer’s Environmental Review”) and Seller shall provide to Buyer a copy of any environmental review Seller has in its possession subject to the same terms of confidentiality subsequently set forth herein; (i) ). The cost and expense of Buyer’s Environmental Review Review, if any, shall be borne solely by Buyer; (ii) All inspections must be coordinated through a designated representative . The scope of Seller who may accompany Buyer during the course of work comprising Buyer’s inspection Environmental Review shall include: (i) a review of Seller’s and the Assets; (iii) Buyer shall give Seller notice not less than 48 hours before government’s environmental records, including any visits by Buyer and/or its consultant existing environmental reports or site assessments related to the Assets, and Buyer shall seek and obtain Seller’s prior consent (which shall not be unreasonably withheldii) before either Buyer or Buyer’s consultant enters a site visit to inspect the Assets; , (iii) interviews with personnel of Seller knowledgeable of the condition and operation of the Assets, who shall be designated by Seller, (iv) Buyer shall provide Seller a copy any other information gathering and evaluation customarily performed by buyers to evaluate the environmental condition of any Phase I reports affecting the Assets promptly after Buyer’s receipt of the same; oil and gas properties in similar transactions; and (v) and such additional evaluations, assessments, or reviews that may be agreed to by Buyer and/or its consultant and Seller prior to commencement. Buyer’s Environmental Review shall not include any intrusive test or procedure without the prior written consent of Seller; provided, however, in the event that Buyer’s Environmental Consultant reasonably determines such sampling or testing with respect to an Asset is necessary (based upon industry standards) to determine the existence of an environmental condition and such sampling or testing is denied by Seller, at Buyer’s option, such Property shall be retained by Seller and the Purchase Price shall be reduced by the Allocated Value of such Asset. Buyer shall, and shall cause Buyer’s Environmental Consultant to, (i) consult with Seller before conducting any work comprising Buyer’s Environmental Review, (ii) perform all such work in a safe and workmanlike manner, shall manner and so as to not unreasonably interfere with Seller’s operations, the operation of the Assets and shall (iii) comply with all Laws of applicable Governmental Authorities; (vi) Law. Seller shall use commercially reasonable efforts efforts, but shall not be required to obtain incur additional costs or expenses, to assist Buyer in obtaining any third party consents from a Third Party that are required in order to perform any work comprising Buyer’s Environmental Review; and (vii) , and Buyer hereby agrees shall consult with Seller prior to release requesting each such consent. Seller shall have the right to have a representative or representatives accompany Buyer and Buyer’s Environmental Consultant at all times during Buyer’s Environmental Review. With respect to any samples taken in connection with Buyer’s Environmental Review, Seller shall have the right to require Buyer to take split samples and provide one such sample to Seller. Buyer releases, and shall defend, indemnify, indemnify and hold harmless harmless, Seller and Seller’s Representatives Indemnitees from and against all Claims made by (claims, losses, damages, costs, expenses, causes of action and judgments of any kind or attributable to the acts or omissions of) Buyer or Buyer’s Representatives character (INCLUDING THOSE RESULTING FROM THE A SELLER INDEMNITEE’S SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE (OR STRICT LIABILITY, BUT NOT SPECIFICALLY EXCLUDING THOSE RESULTING FROM A SELLER INDEMNITEE’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT), STRICT LIABILITY OR OTHER LEGAL FAULT OF SELLER OR ANY OF SELLER’S REPRESENTATIVES) arising out of or relating to Buyer’s Environmental Review. The release and indemnity provisions obligations of this Section 4.09 Buyer set forth in the preceding sentence shall survive the Closing or termination or Closing of this Agreement notwithstanding anything for a period of one (1) year after the date of termination of this Agreement, except as to obligations identified within such one (1) year period, which shall survive the contrary provided for in Closing or termination of this Agreement. (b) Unless otherwise required by applicable LawsLaw, Buyer shall, and shall cause Buyer’s Environmental Consultant to, treat confidentially any matters revealed by Buyer’s Environmental Review and any environmental review provided by Seller to Buyer, including any analyses, compilations, studies, documents, reports, reports or data prepared or generated from such review, but excluding any public information review (the “Environmental Information”), as confidential, and, except as provided below, and Buyer shall not not, and shall cause Buyer’s Environmental Consultant and Buyer’s other Representatives to not, disclose any Environmental Information to any Governmental Authority, or, prior to Closing to any Authority or other third party Third Party without the prior written consent of Seller. Prior to Closing, Buyer may use the Environmental Information prior to Closing only in connection with the transactions contemplated by this Agreement. The If Buyer, Buyer’s Environmental Information shall be disclosed by Buyer to only those persons who need to know the Environmental Information for purposes of evaluating the transaction contemplated by this Agreement, and who agree to be bound by the terms of this Section 4.09. If Buyer Consultant or any third party Third Party to whom which Buyer has provided any Environmental Information is requested, compelled, or required become legally compelled to disclose any of the Environmental Information prior to ClosingInformation, Buyer shall provide Seller with prompt notice sufficiently prior to any such disclosure so as to allow Seller to file for any protective order, order or seek any other remedy, as it any Seller deems appropriate under the circumstances. If this Agreement is terminated prior to the Closing, upon Seller’s request Buyer shall deliver the Environmental Information, and all copies thereof and works based thereon, Information to Seller, which Environmental Information shall become the sole property of Seller. Upon request Buyer shall provide copies of the Environmental Information to Seller without charge. The terms confidentiality and provisions of other obligations set forth in this Section 4.09(b) paragraph shall survive any the termination of this Agreement, notwithstanding anything to the contrary.

Environmental Review. From the date of this Agreement through the Notification Date Buyer may conduct an environmental assessment of the Assets, subject to the following: (a) Buyer shall have the right to conduct on-site inspections, including, but not limited to, Phase I testing (but not Phase II testing) (as those terms are defined by the American Society for Testing and Materials) an environmental assessments review of the Assets, including, but not limited to, sampling and analysis of soil, air, surface water, groundwater and waste materials, Assets prior to the end expiration of the Notification Date Examination Period (“Buyer’s Environmental Review”) and ). Seller shall provide Buyer such access as it may reasonably request to the Assets (if operated by Seller) and the environmental data in Seller’s files for the Assets. With respect to Assets not operated by Seller, Seller agrees, at no cost or expense to Seller, to request that the operator of such Assets grant Buyer a copy (and shall use commercially reasonable and diligent efforts to obtain for Buyer) such access. Except in connection with any applicable representations and warranties under this Agreement, Seller makes no representations or warranties whatsoever as to the accuracy, completeness or reliability of any such environmental information, and Buyer relies and depends on and uses any and all such environmental information, review or inspection exclusively and entirely at its own risk and without any recourse to Seller has in its possession subject to the same terms of confidentiality subsequently set forth herein;whatsoever. (ib) The cost and expense of Buyer’s Environmental Review shall be borne solely by Buyer; . The scope of work comprising Buyer’s Environmental Review conducted at or upon the Leases, Units and Xxxxx shall not include any intrusive test or procedure without the prior written consent of Seller. Buyer shall (i) consult with Seller before conducting any work comprising such Buyer’s Environmental Review, (ii) All inspections must be coordinated through perform all such work in a designated representative of Seller who may accompany Buyer during the course of Buyer’s inspection safe and workmanlike manner and so as to not unreasonably interfere with operations of the Assets; , and (iii) comply with all applicable laws, rules, and regulations of applicable Governmental Authority. Seller shall be responsible for obtaining any third party consents that are required in order to perform any work comprising Buyer’s Environmental Review. Buyer shall consult with Seller prior to requesting each such third party consent and Seller shall reasonably cooperate with Buyer in connection with obtaining such consent. Seller shall have the right to have a representative or representatives accompany Buyer at all times during Buyer’s Environmental Review, and Buyer shall give Seller notice not more than seven (7) days and not less than 48 24 hours before any visits by Buyer and/or its consultant to the Assets, and Buyer shall seek and obtain Seller’s prior consent (which shall not be unreasonably withheld) before either Buyer or Buyer’s consultant it enters upon the Assets; (iv) Buyer shall provide Seller a copy of . With respect to any Phase I reports affecting the Assets promptly after Buyer’s receipt of the same; (v) Buyer and/or its consultant shall perform all such work samples taken in a safe and workmanlike manner, shall not unreasonably interfere connection with Seller’s operations, and shall comply with all Laws of applicable Governmental Authorities; (vi) Seller shall use commercially reasonable efforts to obtain any third party consents that are required in order to perform any work comprising Buyer’s Environmental Review; and (vii) , Buyer shall take split samples, providing one of each such sample, properly labeled and identified, to Seller. Buyer hereby agrees to release and release, defend, indemnify, indemnify and hold harmless Seller and Seller’s Representatives Parties from and against all Claims made by (arising from, out of or attributable to the acts in connection with, or omissions of) Buyer or otherwise relating to, Buyer’s Representatives (INCLUDING THOSE RESULTING FROM Environmental Review, REGARDLESS OF THE SOLE, JOINT, CONCURRENT OR CONCURRENT COMPARATIVE NEGLIGENCE (BUT NOT ANY SELLER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT), STRICT LIABILITY LIABILITY, REGULATORY LIABILITY, STATUTORY LIABILITY, BREACH OF CONTRACT, BREACH OF WARRANTY OR OTHER LEGAL FAULT OF SELLER OR ANY OF SELLER’S REPRESENTATIVES) arising out of or relating to Buyer’s Environmental Review. The release and indemnity provisions of this Section 4.09 shall survive termination or Closing of this Agreement notwithstanding anything to the contrary provided for in this Agreement.OR (bc) Unless otherwise required by applicable Lawslaw, Buyer shall treat any all matters revealed by Buyer’s Environmental Review and any environmental review provided by Seller to BuyerReview, including including, without limitation, any analyses, compilations, studies, documents, reports, reports or data prepared or generated from such review, but excluding any public information review (the “Environmental Information”), as confidential, and, except as provided below, and Buyer shall not disclose any Environmental Information to any Governmental Authority, or, prior to Closing to any Authority or other third party without the prior written consent of SellerSeller except as hereafter provided or to the extent required by applicable law. Buyer may use the Environmental Information prior to Closing only in connection with the transactions contemplated by this Agreement. The Environmental Information shall be disclosed by Buyer to only those persons who need to know the Environmental Information for purposes of evaluating the transaction contemplated by this Agreement, and who agree to be bound by the terms of this Section 4.097.1(c). If Buyer or any third party to whom Buyer has provided any Environmental Information is requested, compelled, compelled or required to disclose any of the Environmental Information prior to Closingby a court or other Governmental Authority, or disclosure is otherwise required under applicable law, Buyer shall provide Seller with prompt notice sufficiently prior to any such disclosure so as to allow Seller to file for any protective order, or seek any other remedy, as it deems appropriate under the circumstances. If this Agreement is terminated prior to the Closing, upon Seller’s request Buyer shall promptly deliver the Environmental Information, and all copies thereof and works based thereon, to Seller, which Environmental Information shall become the sole property of Seller; provided, however, that Buyer may retain copies thereof in the event of a dispute between Buyer and Seller arising from or relating to such termination. Upon request request, Buyer shall provide copies of the Environmental Information to Seller without charge. The terms and provisions of this Section 4.09(b7.1(c) shall survive any such termination of this Agreement, notwithstanding anything to the contrary. In no event shall an Environmental Defect be the basis for adjusting the Purchase Price by an amount greater than the Allocated Value of the Asset(s) affected thereby.

Environmental Review. From the date of this Agreement through the Notification Date Buyer may conduct an environmental assessment of the Assets, subject to the following: (a) Buyer shall have the right to conduct on-site inspections, including, but not limited to, Phase I testing or cause a consultant (but not Phase II testing“Buyer’s Environmental Consultant”) (as those terms are defined by the American Society for Testing and Materials) to conduct an environmental assessments review of the Assets, including, but not limited to, sampling and analysis of soil, air, surface water, groundwater and waste materials, Assets prior to the end expiration of the Notification Date Examination Period (“Buyer’s Environmental Review”) and Seller shall provide to Buyer a copy of any environmental review Seller has in its possession subject to the same terms of confidentiality subsequently set forth herein; (i) ). The cost and expense of Buyer’s Environmental Review Review, if any, shall be borne solely by Buyer; . The scope of work comprising Buyer’s Environmental Review shall be limited to that mutually agreed by Buyer and Sellers prior to commencement thereof and shall not include any intrusive test or procedure without the prior consent of Sellers; provided, however, that if Sellers refuse to promptly grant consent for any reasonably requested intrusive test or procedure, Buyer may elect to remove the affected Assets from this Agreement, with a downward adjustment to the Purchase Price in an amount corresponding to the Allocated Value for the affected Asset. Buyer shall (and shall cause Buyer’s Environmental Consultant to): (i) consult with Sellers before conducting any work comprising Buyer’s Environmental Review, (ii) All inspections must be coordinated through a designated representative of Seller who may accompany Buyer during the course of Buyer’s inspection of the Assets; (iii) Buyer shall give Seller notice not less than 48 hours before any visits by Buyer and/or its consultant to the Assets, and Buyer shall seek and obtain Seller’s prior consent (which shall not be unreasonably withheld) before either Buyer or Buyer’s consultant enters the Assets; (iv) Buyer shall provide Seller a copy of any Phase I reports affecting the Assets promptly after Buyer’s receipt of the same; (v) Buyer and/or its consultant shall perform all such work in a safe and workmanlike manner, shall manner and so as to not unreasonably interfere with Seller’s Sellers’ operations, and shall (iii) comply with all Laws of applicable Governmental Authorities; (vi) Seller laws, rules, and regulations. Sellers shall use commercially reasonable efforts have the right to obtain any third party consents that are required in order to perform any work comprising have a representative or representatives accompany Buyer and Buyer’s Environmental Consultant at all times during Buyer’s Environmental Review; and (vii) . With respect to any samples taken in connection with Buyer’s Environmental Review, Buyer shall take split samples, providing one of each such sample, properly labeled and identified, to Sellers. Buyer hereby agrees to release and release, defend, indemnify, indemnify and hold harmless Seller and Seller’s Representatives Sellers from and against all Claims made by (claims, losses, damages, costs, expenses, causes of action and judgments of any kind or attributable to the acts or omissions of) Buyer or Buyer’s Representatives character (INCLUDING THOSE RESULTING FROM THE EITHER SELLER’S SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE (BUT NOT WILLFUL MISCONDUCT), OR STRICT LIABILITY OR OTHER LEGAL FAULT OF SELLER OR ANY OF SELLER’S REPRESENTATIVESLIABILITY) arising out of or relating to Buyer’s Environmental Review. The release and indemnity provisions of this Section 4.09 shall survive termination or Closing of this Agreement notwithstanding anything to the contrary provided for in this Agreement. (b) Unless otherwise required by applicable Lawslaw, Buyer shall (and shall cause Buyer’s Environmental Consultant to) treat confidentially any matters revealed by Buyer’s Environmental Review and any environmental review provided by Seller to Buyer, including any analyses, compilations, studies, documents, reports, reports or data prepared or generated from such review, but excluding any public information review (the “Environmental Information”), as confidential, and, except as provided below, and Buyer shall not (and shall cause Buyer’s Environmental Consultant to not) disclose any Environmental Information to any Governmental Authority, or, prior to Closing to any Authority or other third party Third Party without the prior written consent of SellerSellers. Unless otherwise required by law, Buyer may use the Environmental Information prior to Closing only in connection with the transactions contemplated by this Agreement. The If Buyer, Buyer’s Environmental Information shall be disclosed by Buyer to only those persons who need to know the Environmental Information for purposes of evaluating the transaction contemplated by this AgreementConsultant, and who agree to be bound by the terms of this Section 4.09. If Buyer or any third party Third Party to whom Buyer has provided any Environmental Information is requested, compelled, or required becomes legally compelled to disclose any of the Environmental Information prior to ClosingInformation, Buyer shall provide Seller Sellers with prompt notice sufficiently prior to any such disclosure (to the extent permitted by applicable law) so as to allow Seller Sellers to file for any protective order, or seek any other remedy, as it deems appropriate under the circumstances. At the request of either Seller, Buyer shall provide copies of the Environmental Information to Sellers without charge as soon as practicable after Buyer receives the Environmental Information. If this Agreement is terminated prior to the Closing, upon Seller’s (i) at the request of either Seller Buyer shall deliver any Environmental Information to Sellers that has not been previously delivered to Sellers and (ii) all of the Environmental Information, and all copies thereof and works based thereon, Information delivered to Seller, which Environmental Information Sellers shall become the sole property of Seller. Upon request Buyer shall provide copies of the Environmental Information to Seller without charge. The terms and provisions of this Section 4.09(b) shall survive any termination of this Agreement, notwithstanding anything to the contrarySellers.

Environmental Review. From the date of this Agreement through the Notification Date Buyer may conduct an environmental assessment of the Assets, subject to the following: (a) Buyer shall have the right to conduct on-site inspections, including, but not limited to, Phase I testing or cause a consultant reasonably acceptable to Seller (but not Phase II testing“Buyer’s Environmental Consultant”) (as those terms are defined by the American Society for Testing and Materials) to conduct an environmental assessments review of the Assets, including, but not limited to, sampling and analysis of soil, air, surface water, groundwater and waste materials, Assets prior to the end expiration of the Notification Date Examination Period (“Buyer’s Environmental Review”) and Seller shall provide to Buyer a copy of any environmental review Seller has in its possession subject to the same terms of confidentiality subsequently set forth herein; (i) ). The cost and expense of BuyerXxxxx’s Environmental Review, if any, shall be borne solely by Xxxxx. The scope of work comprising Xxxxx’s Environmental Review shall be borne solely limited to a Phase I review and otherwise as may be agreed by Buyer; (ii) All inspections must be coordinated through a designated representative Xxxxx and Seller prior to commencement. The Environmental Review shall not include any intrusive test or procedure without the prior written consent of Seller who may accompany Buyer during the course of Buyer’s inspection of the Assets; (iii) Buyer shall give Seller notice not less than 48 hours before any visits by Buyer and/or its consultant to the AssetsSeller, and Buyer shall seek and obtain Seller’s prior which consent (which shall will not be unreasonably withheld) before either . Buyer or shall, and shall cause Buyer’s consultant enters the Assets; Environmental Consultant to, (ivi) Buyer shall provide consult with Seller a copy of before conducting any Phase I reports affecting the Assets promptly after Buyerwork comprising Xxxxx’s receipt of the same; Environmental Review, (vii) Buyer and/or its consultant shall perform all such work in a safe and workmanlike manner, shall manner and so as to not unreasonably interfere with Seller’s operations, operations and shall (iii) comply with all Laws of applicable Governmental Authorities; (vi) Seller Law. Buyer shall use commercially reasonable efforts to obtain be solely responsible for obtaining any third party consents from a Third Party that are required in order to perform any work comprising Buyer’s Environmental Review; and (vii) , and Buyer hereby agrees shall consult with Seller prior to release requesting each such consent. Seller shall have the right to have a representative or representatives accompany Xxxxx and Xxxxx’s Environmental Consultant at all times during Xxxxx’s Environmental Review. With respect to any samples taken in connection with Xxxxx’s Environmental Review, Buyer shall take split samples, providing one of each such sample, properly labeled and identified, to Seller without charge. Xxxxx releases, and shall defend, indemnify, indemnify and hold harmless harmless, Seller and Seller’s Representatives Indemnitees from and against all Claims made by (claims, losses, damages, costs, expenses, causes of action and judgments of any kind or attributable to the acts or omissions of) Buyer or Buyer’s Representatives character (INCLUDING THOSE RESULTING FROM THE SELLER’S SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE (OR STRICT LIABILITY, BUT NOT SPECIFICALLY EXCLUDING THOSE RESULTING FROM SELLER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT), STRICT LIABILITY OR OTHER LEGAL FAULT OF SELLER OR ANY OF SELLER’S REPRESENTATIVES) arising out of or relating to BuyerXxxxx’s Environmental Review. The release and indemnity provisions of this Section 4.09 shall survive termination or Closing of this Agreement notwithstanding anything to the contrary provided for in this Agreement. (b) Unless otherwise required by applicable LawsLaw, Buyer shall, and shall cause Buyer’s Environmental Consultant to, treat confidentially any matters revealed by BuyerXxxxx’s Environmental Review and any environmental review provided by Seller to Buyer, including any analyses, compilations, studies, documents, reports, reports or data prepared or generated from such review, but excluding any public information review (the “Environmental Information”), as confidential, and, except as provided below, and Buyer shall not not, and shall cause Buyer’s Environmental Consultant to not, disclose any Environmental Information to any Governmental Authority, or, prior to Closing to any Authority or other third party Third Party without the prior written consent of Seller. Buyer may use the Environmental Information prior to Closing only in connection with the transactions contemplated by this Agreement. The If Xxxxx, Xxxxx’s Environmental Information shall be disclosed by Buyer to only those persons who need to know the Environmental Information for purposes of evaluating the transaction contemplated by this Agreement, and who agree to be bound by the terms of this Section 4.09. If Buyer Consultant or any third party Third Party to whom Buyer which Xxxxx has provided any Environmental Information is requested, compelled, or required become legally compelled to disclose any of the Environmental Information prior to ClosingInformation, Buyer shall provide Seller with prompt notice sufficiently prior to any such disclosure so as to allow Seller to file for any protective order, order or seek any other remedy, as it any Seller deems appropriate under the circumstances. If this Agreement is terminated prior to the Closing, upon Seller’s request Buyer shall deliver the Environmental Information, and all copies thereof and works based thereon, Information to Seller, which Environmental Information shall become the sole property of Seller. Upon request Buyer shall provide copies of the Environmental Information to Seller without charge. The terms and provisions of this Section 4.09(b) shall survive any termination of this Agreement, notwithstanding anything to the contrary.

Environmental Review. From the date of this Agreement through the Notification Date Buyer may conduct an environmental assessment of the Assets, subject to the following: (a) Buyer shall have the right to conduct on-site inspections, including, but not limited to, Phase I testing (but not Phase II testing) (as those terms are defined by the American Society for Testing and Materials) environmental assessments of the Assets, including, but not limited to, sampling and analysis of soil, air, surface water, groundwater and waste materials, prior to the end of the Notification Date (“Buyer’s Environmental Review”) and Seller shall provide to Buyer a copy of any environmental review Seller has in its possession subject to the same terms of confidentiality subsequently set forth herein; (i) The cost and expense of Buyer’s Environmental Review shall be borne solely by Buyer; (ii) All inspections must be coordinated through a designated representative of Seller who may accompany Buyer during the course of Buyer’s inspection of the Assets; (iii) Buyer shall give Seller notice not less than 48 hours before any visits by Buyer and/or its consultant to the Assets, and Buyer shall seek and obtain Seller’s prior consent (which shall not be unreasonably withheld) before either Buyer or Buyer’s consultant enters the Assets; (iv) Buyer shall provide Seller a copy of any Phase I reports affecting the Assets promptly after Buyer’s receipt of the same; (v) Buyer and/or its consultant shall perform all such work in a safe and workmanlike manner, shall not unreasonably interfere with Seller’s operations, and shall comply with all Laws of applicable Governmental Authorities; (vi) Seller shall use commercially reasonable efforts to obtain any third party consents that are required in order to perform any work comprising Buyer’s Environmental Review; and (vii) Buyer hereby agrees to release and defend, indemnify, and hold harmless Seller and Seller’s Representatives from and against all Claims made by (or attributable to the acts or omissions of) Buyer or Buyer’s Representatives (INCLUDING THOSE RESULTING FROM THE SOLE, JOINT, OR CONCURRENT NEGLIGENCE (BUT NOT WILLFUL MISCONDUCT), STRICT LIABILITY OR OTHER LEGAL FAULT OF SELLER OR ANY OF SELLER’S REPRESENTATIVES) arising out of or relating to Buyer’s Environmental Review. The release and indemnity provisions of this Section 4.09 shall survive termination or Closing of this Agreement notwithstanding anything to the contrary provided for in this Agreement. (b) Unless otherwise required by applicable Laws, Buyer shall treat any matters revealed by Buyer’s Environmental Review and any environmental review provided by Seller to Buyer, including any analyses, compilations, studies, documents, reports, or data prepared or generated from such review, but excluding any public information (the “Environmental Information”), as confidential, and, except as provided below, Buyer shall not disclose any Environmental Information to any Governmental Authority, or, prior to Closing to any other third party without the prior written consent of Seller. Buyer may use the Environmental Information prior to Closing only in connection with the transactions contemplated by this Agreement. The Environmental Information shall be disclosed by Buyer to only those persons who need to know the Environmental Information for purposes of evaluating the transaction contemplated by this Agreement, and who agree to be bound by the terms of this Section 4.09. If Buyer or any third party to whom Buyer has provided any Environmental Information is requested, compelled, or required to disclose any of the Environmental Information prior to Closing, Buyer shall provide Seller with prompt notice sufficiently prior to any such disclosure so as to allow Seller to file for any protective order, or seek any other remedy, as it deems appropriate under the circumstances. If this Agreement is terminated prior to the Closing, upon Seller’s request Buyer shall deliver the Environmental Information, and all copies thereof and works based thereon, to Seller, which Environmental Information shall become the sole property of Seller. Upon request Buyer shall provide copies of the Environmental Information to Seller without charge. The terms and provisions of this Section 4.09(b) shall survive any termination of this Agreement, notwithstanding anything to the contrary.Section

Environmental Review. From the date of this Agreement through the Notification Date Buyer may conduct an environmental assessment of the Assets, subject to the following: (a) 5.3.1 Buyer shall have the right to conduct on-site inspections, including, but not limited to, Phase I testing or cause a consultant (but not Phase II testing“Buyer’s Environmental Consultant”) (as those terms are defined by the American Society for Testing and Materials) to conduct an environmental assessments review of the Assets, including, but not limited to, sampling and analysis of soil, air, surface water, groundwater and waste materials, Interests prior to the end of the Notification Defect Date (“Buyer’s Environmental Review”) and Seller shall provide to Buyer a copy of any environmental review Seller has in its possession subject to the same terms of confidentiality subsequently set forth herein; (i) ). The cost and expense of Buyer’s Environmental Review Review, if any, shall be borne solely by Buyer; . The scope of work comprising Buyer’s Environmental Review shall be limited to a Phase I investigation and shall not include any intrusive test or procedure. Buyer shall (and shall cause Buyer’s Environmental Consultant to): (i) consult with Sellers before conducting any work comprising Buyer’s Environmental Review, (ii) All inspections must be coordinated through a designated representative of Seller who may accompany Buyer during the course of Buyer’s inspection of the Assets; (iii) Buyer shall give Seller notice not less than 48 hours before any visits by Buyer and/or its consultant to the Assets, and Buyer shall seek and obtain Seller’s prior consent (which shall not be unreasonably withheld) before either Buyer or Buyer’s consultant enters the Assets; (iv) Buyer shall provide Seller a copy of any Phase I reports affecting the Assets promptly after Buyer’s receipt of the same; (v) Buyer and/or its consultant shall perform all such work in a safe and workmanlike manner, shall manner and so as to not unreasonably interfere with Seller’s Sellers’ operations, and shall (iii) comply with all Laws of applicable Governmental Authorities; (vi) Seller laws, rules, and regulations. Buyer shall use commercially reasonable efforts to obtain be solely responsible for obtaining any third party consents that are required in order to perform any work comprising Buyer’s Environmental Review; and (vii) , and Buyer shall consult with Sellers prior to requesting each such third party consent. Sellers shall have the right to have a representative or representatives accompany Buyer and Buyer’s Environmental Consultant at all times during Buyer’s Environmental Review. With respect to any samples taken in connection with Buyer’s Environmental Review, Buyer shall take split samples, providing one of each such sample, properly labeled and identified, to Sellers. Buyer hereby agrees to release and release, defend, indemnify, indemnify and hold harmless Sellers and the Seller and Seller’s Representatives Indemnified Parties from and against all Claims made by (claims, losses, damages, costs, expenses, causes of action and judgments of any kind or attributable to the acts or omissions of) Buyer or Buyer’s Representatives character (INCLUDING THOSE RESULTING FROM THE SELLERS’ SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE (OR STRICT LIABILITY BUT NOT EXCLUDING HOWEVER SELLERS’ GROSS NEGLIGENCE OR WILLFUL MISCONDUCT), STRICT LIABILITY OR OTHER LEGAL FAULT OF SELLER OR ANY OF SELLER’S REPRESENTATIVES) arising out of or relating to Buyer’s Environmental Review. The release and indemnity provisions of this Section 4.09 shall survive termination or Closing of this Agreement notwithstanding anything to the contrary provided for in this Agreement. (b) Unless otherwise required by applicable Lawslaw, Buyer shall (and shall cause Buyer’s Environmental Consultant to) treat confidentially any matters revealed by Buyer’s Environmental Review and any environmental review provided by Seller to Buyer, including any analyses, compilations, studies, documents, reports, reports or data prepared or generated from such review, but excluding any public information review (the “Environmental Information”), as confidential, and, except as provided below, and Buyer shall not (and shall cause Buyer’s Environmental Consultant to not) disclose any Environmental Information to any Governmental Authority, orAuthority or other third party. Unless otherwise required by law, prior to the Closing to any other third party without the prior written consent of Seller. Buyer may use the Environmental Information prior to Closing only in connection with the transactions contemplated by this Agreement. The If Buyer, Buyer’s Environmental Information shall be disclosed by Buyer to only those persons who need to know the Environmental Information for purposes of evaluating the transaction contemplated by this AgreementConsultant, and who agree to be bound by the terms of this Section 4.09. If Buyer or any third party to whom Buyer has provided any Environmental Information is requested, compelled, or required become legally compelled to disclose any of the Environmental Information prior to ClosingInformation, Buyer shall provide Seller Sellers with prompt notice sufficiently prior to any such disclosure so as to allow Seller Sellers to file for any protective order, or seek any other remedy, as it deems appropriate under the circumstances. If this Agreement is terminated prior to the Closing, upon Seller’s request Buyer shall deliver the Environmental Information, and all copies thereof and works based thereon, Information to SellerSellers, which Environmental Information shall become the sole property of SellerSellers. Upon request Buyer shall provide copies of the Environmental Information to Seller Sellers without charge. The terms and provisions of this Section 4.09(b) shall survive any termination of this Agreement, notwithstanding anything to the contrary.

Environmental Review. From the date of this Agreement through the Notification Date Buyer may conduct an environmental assessment of the Assets, subject to the following: (a) Buyer shall have the right to conduct on-site inspections, including, but not limited to, Phase I testing or cause a consultant reasonably acceptable to Seller (but not Phase II testing“Buyer’s Environmental Consultant”) (as those terms are defined by the American Society for Testing and Materials) to conduct an environmental assessments review of the Assets, including, but not limited to, sampling and analysis of soil, air, surface water, groundwater and waste materials, Assets prior to the end expiration of the Notification Date Examination Period (“Buyer’s Environmental Review”) and Seller shall provide to Buyer a copy of any environmental review Seller has in its possession subject to the same terms of confidentiality subsequently set forth herein; (i) ). The cost and expense of Buyer’s Environmental Review Review, if any, shall be borne solely by Buyer; (ii) All inspections must be coordinated through a designated representative . Subject to the following sentence, the scope of Seller who may accompany Buyer during the course of work {1914556;9} - 21 - comprising Buyer’s inspection of Environmental Review shall be limited to a Phase I review that does not exceed the Assets; basic assessment requirements set forth under the current American Society for Testing and Material Standard Practice for Phase I environmental property assessments (iiiDesignation E1527-05) Buyer shall give Seller notice not less than 48 hours before any visits and otherwise as may be agreed by Buyer and/or its consultant and Seller prior to commencement. Buyer’s Environmental Review shall not include any intrusive test or procedure without the Assetsprior written consent of Seller, and Buyer shall seek and obtain Seller’s prior which consent (which shall not be unreasonably withheld) before either , condition or delayed. Buyer or shall, and shall cause Buyer’s consultant enters the Assets; Environmental Consultant to, (ivi) Buyer shall provide consult with Seller a copy of before conducting any Phase I reports affecting the Assets promptly after work comprising Buyer’s receipt of the same; Environmental Review, (vii) Buyer and/or its consultant shall perform all such work in a safe and workmanlike manner, shall manner and so as to not unreasonably interfere with Seller’s operations, the operation of the Assets and shall (iii) comply with all Laws of applicable Governmental Authorities; (vi) Seller Law. Buyer shall use commercially reasonable efforts to obtain be solely responsible for obtaining any third party consents from a Third Party that are required in order to perform any work comprising Buyer’s Environmental Review; and (vii) , and Buyer hereby agrees shall consult with Seller prior to release requesting each such consent. Seller shall have the right to have a representative or representatives accompany Buyer and Buyer’s Environmental Consultant at all times during Buyer’s Environmental Review. With respect to any samples taken in connection with Buyer’s Environmental Review, Buyer shall take split samples, providing one of each such sample, properly labeled and identified, to Seller without charge. Buyer releases, and shall defend, indemnify, indemnify and hold harmless harmless, Seller and Seller’s Representatives Indemnitees from and against all Claims made by (claims, losses, damages, costs, expenses, causes of action and judgments of any kind or attributable to the acts or omissions of) Buyer or Buyer’s Representatives character (INCLUDING THOSE RESULTING FROM THE A SELLER INDEMNITEE’S SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE (OR STRICT LIABILITY, BUT NOT SPECIFICALLY EXCLUDING THOSE RESULTING FROM A SELLER INDEMNITEE’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT), STRICT LIABILITY OR OTHER LEGAL FAULT OF SELLER OR ANY OF SELLER’S REPRESENTATIVES) arising out of or relating to Buyer’s Environmental Review. The release indemnity and indemnity provisions of this Section 4.09 other obligations set forth in the immediately preceding sentence shall survive the Closing or termination or Closing of this Agreement notwithstanding anything to the contrary provided for in this Agreement. (b) Unless Until Closing and unless otherwise required by applicable LawsLaw, Buyer shall, and shall cause Buyer’s Environmental Consultant to, treat confidentially any matters revealed by Buyer’s Environmental Review and any environmental review provided by Seller to Buyer, including any analyses, compilations, studies, documents, reports, reports or data prepared or generated from such review, but excluding any public information review (the “Environmental Information”), as confidential, and, except as provided below, and Buyer shall not not, and shall cause Buyer’s Environmental Consultant to not, disclose any Environmental Information to any Governmental Authority, or, prior to Closing to any Authority or other third party Third Party without the prior written consent of Seller. Buyer may use the Environmental Information prior to Closing only in connection with the transactions contemplated by this Agreement. The If Buyer, Buyer’s Environmental Information shall be disclosed by Buyer to only those persons who need to know the Environmental Information for purposes of evaluating the transaction contemplated by this Agreement, and who agree to be bound by the terms of this Section 4.09. If Buyer Consultant or any third party Third Party to whom which Buyer has provided any Environmental Information is requested, compelled, or required become legally compelled to disclose any of the Environmental Information prior to ClosingInformation, Buyer shall provide Seller with prompt notice sufficiently prior to any such disclosure so as to allow Seller to file for any protective order, order or seek any other remedy, as it Seller deems appropriate under the circumstances. Buyer shall provide to Seller copies of any Environmental Information generated by Buyer or Buyer’s Environmental Consultant promptly after Buyer’s receipt thereof. If this Agreement is terminated prior to the Closing, upon Seller’s request Buyer shall promptly deliver the Environmental Information, and all copies thereof and works based thereon, Information to Seller, which Environmental Information shall become the sole property of Seller. Upon request Buyer shall provide copies of the Environmental Information to Seller without charge. The terms confidentiality and provisions of other obligations set forth in this Section 4.09(b) paragraph shall survive any the termination of this Agreement, notwithstanding anything to the contrary.. {1914556;9} - 22 -

Environmental Review. From the date of this Agreement through the Notification Date Buyer may conduct an environmental assessment of the Assets, subject to the following: (ai) Buyer shall have the right to conduct on-site inspections, including, but not limited to, or cause a consultant (“Buyer’s Environmental Consultant”) to conduct a standard Phase I testing (but environmental review of the Assets and a review to determine whether the operation of the Assets and any conditions on the Assets do not Phase II testing) comply with Environmental Laws, subject to any Third Party operator consents or conditions, and the Records (as those terms are defined by the American Society for Testing and Materialsset forth in Section 10.1) environmental assessments of the Assets, including, but not limited to, sampling and analysis of soil, air, surface water, groundwater and waste materials, prior to the end of the Notification Scheduled Closing Date (“Buyer’s Environmental Review”) and Seller shall provide to Buyer a copy of any environmental review Seller has in its possession subject to the same terms of confidentiality subsequently set forth herein; (i) ). The cost and expense of Buyer’s Environmental Review Review, if any, shall be borne solely by Buyer; (ii) All inspections must be coordinated through a designated representative . The scope of Seller who may accompany Buyer during the course of work comprising Buyer’s inspection Environmental Review shall be disclosed to Seller prior to commencement thereof and shall not include any intrusive test or procedure (for example, digging, boring, or sampling of the Assets; (iii) soils). Buyer shall give Seller notice not less than 48 hours before any visits by Buyer and/or its consultant to the Assets, (and Buyer shall seek and obtain Seller’s prior consent (which shall not be unreasonably withheld) before either Buyer or cause Buyer’s consultant enters the Assets; Environmental Consultant to): (ivA) Buyer shall provide consult with Seller a copy of before conducting any Phase I reports affecting the Assets promptly after work comprising Buyer’s receipt of the same; Environmental Review, (vB) Buyer and/or its consultant shall perform all such work in a safe and workmanlike manner, shall manner and so as to not unreasonably interfere with Seller’s operationsoperations of the Assets, and shall (C) comply with all Laws of applicable Governmental Authorities; (vi) laws, rules, and regulations. Seller shall use commercially reasonable efforts have the right to obtain any third party consents that are required in order to perform any work comprising have a representative or representatives accompany Buyer and Buyer’s Environmental Review; and (vii) Buyer hereby agrees to release and defend, indemnify, and hold harmless Seller and Seller’s Representatives from and against Consultant at all Claims made by (or attributable to the acts or omissions of) Buyer or Buyer’s Representatives (INCLUDING THOSE RESULTING FROM THE SOLE, JOINT, OR CONCURRENT NEGLIGENCE (BUT NOT WILLFUL MISCONDUCT), STRICT LIABILITY OR OTHER LEGAL FAULT OF SELLER OR ANY OF SELLER’S REPRESENTATIVES) arising out of or relating to times during Buyer’s Environmental Review. The release Parties shall execute a “common undertaking” letter regarding the confidentiality for the Environmental Review where appropriate. Buyer hereby agrees to release, defend, indemnify and indemnity provisions hold harmless Seller Group from and against all Liabilities arising from, out of this Section 4.09 shall survive termination or Closing of this Agreement notwithstanding anything in connection with, or otherwise relating to, Buyer’s Environmental Review, due diligence, or any other access to the contrary provided for in this Agreement.Assets by Buyer, REGARDLESS OF THE SOLE, JOINT, CONCURRENT OR COMPARATIVE NEGLIGENCE (BUT NOT ANY MEMBER OF THE SELLER GROUP’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT), STRICT LIABILITY, REGULATORY LIABILITY, STATUTORY LIABILITY, BREACH OF CONTRACT, BREACH OF WARRANTY OR OTHER (bii) Unless otherwise required by applicable LawsLaw, Buyer shall (and shall cause Buyer’s Environmental Consultant to) treat confidential any matters revealed by Buyer’s Environmental Review and any environmental review provided by Seller to Buyer, including any analyses, compilations, studies, documents, reports, reports or data prepared or generated from such review, but excluding any public information review (the “Environmental Information”), as confidential, and, except as provided below, and Buyer shall not (and shall cause Buyer’s Environmental Consultant to not) disclose any Environmental Information to any Governmental Authority, or, prior to Closing to any Authority or other third party Third Party without the prior written consent of Seller, provided, however, that after the Closing Buyer shall have full use of the Environmental Information, including the right to disclose the Environmental Information to any Third Party without the consent of Seller except with respect to Environmental Information relating to any Asset excluded from the conveyance to Buyer, including, but not limited to, Assets excluded from the transaction pursuant to Article XI. Buyer may use the Environmental Information prior to Closing only in connection with the transactions contemplated by this Agreement. The If Buyer, Buyer’s Environmental Information shall be disclosed by Buyer to only those persons who need to know the Environmental Information for purposes of evaluating the transaction contemplated by this AgreementConsultant, and who agree to be bound by the terms of this Section 4.09. If Buyer or any third party Third Party to whom Buyer has provided any Environmental Information is requested, compelled, or required become legally compelled to disclose any of the Environmental Information prior to ClosingInformation, Buyer shall provide Seller with prompt notice sufficiently prior to any such disclosure so as to allow Seller to file for any protective order, or seek any other remedy, as it deems appropriate under the circumstances. If this Agreement is terminated prior to the Closing, upon Seller’s request Buyer shall deliver the Environmental Information, and all copies thereof and works based thereon, Information to Seller, which Environmental Information shall become the sole property of Seller. Upon request Buyer shall provide copies of the final Environmental Information to Seller without charge. The terms upon written request from Seller and provisions with payment of this Section 4.09(b) shall survive any termination reasonable out of this Agreement, notwithstanding anything to the contrarypocket expenses of Buyer for such copies.

Environmental Review. From the date of this Agreement through the Notification Date Buyer may conduct an environmental assessment of the Assets, subject to the following: (a) Buyer shall have the right to conduct on-site inspections, including, but not limited to, Phase I testing or cause its environmental consultant (but not Phase II testing“Buyer’s Environmental Consultant”) (as those terms are defined by the American Society for Testing and Materials) to conduct an environmental assessments review of the Assets, including, but not limited to, sampling and analysis of soil, air, surface water, groundwater and waste materials, Assets prior to the end expiration of the Notification Date Defects Deadline (“Buyer’s Environmental Review”) and Seller shall provide to Buyer a copy of any environmental review Seller has in its possession subject to the same terms of confidentiality subsequently set forth herein; (i) ). The cost and expense of Buyer’s Environmental Review Review, if any, shall be borne solely by Buyer;. Buyer shall (and shall cause Buyer’s Environmental Consultants to): (i) consult with Seller before conducting any work comprising Buyer’s Environmental Review, (ii) All inspections must be coordinated through a designated representative of Seller who may accompany Buyer during the course of Buyer’s inspection of the Assets; (iii) Buyer shall give Seller notice not less than 48 hours before any visits by Buyer and/or its consultant to the Assets, and Buyer shall seek and obtain Seller’s prior consent (which shall not be unreasonably withheld) before either Buyer or Buyer’s consultant enters the Assets; (iv) Buyer shall provide Seller a copy of any Phase I reports affecting the Assets promptly after Buyer’s receipt of the same; (v) Buyer and/or its consultant shall perform all such work in a safe and workmanlike manner, shall manner and so as to not unreasonably interfere with Seller’s operations, and shall (iii) comply with all Laws of applicable Governmental Authorities; (vi) laws, rules, and regulations. Seller shall use commercially reasonable efforts to obtain will assist Buyer in obtaining any third party consents that are required in order to perform any work comprising Buyer’s Environmental Review; and (vii) . Seller shall have the right to have a representative or representatives accompany Buyer hereby agrees to release and defend, indemnifyBuyer’s Environmental Consultant at all times during Buyer’s Environmental Review, and hold harmless Buyer shall give Seller and Seller’s Representatives from and against all Claims made notice not less than 24 hours before any visits by (or attributable to the acts or omissions of) Buyer or Buyer’s Representatives Environmental Consultant to the Assets. With respect to any samples taken in connection with Buyer’s Environmental Review, Buyer shall take split samples, providing one of each such sample, properly labeled and identified, to Seller. BUYER HEREBY AGREES TO RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS SELLER, ITS AFFILIATES, AND THEIR RESPECTIVE PARTNERS, SHAREHOLDERS, OWNERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND REPRESENTATIVES, FROM AND AGAINST ALL CLAIMS, LOSSES, DAMAGES, COSTS, EXPENSES, CAUSES OF ACTION AND JUDGMENTS OF ANY KIND OR CHARACTER (INCLUDING THOSE RESULTING FROM THE SOLE, SELLER’S JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE (OR STRICT LIABILITY BUT EXPRESSLY NOT INCLUDING THOSE RESULTING FROM SELLER’S SOLE NEGLIGENCE, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT), STRICT LIABILITY ) ARISING OUT OF OR OTHER LEGAL FAULT OF SELLER OR ANY OF SELLERRELATING TO BUYER’S REPRESENTATIVES) arising out of or relating to Buyer’s Environmental Review. The release and indemnity provisions of this Section 4.09 shall survive termination or Closing of this Agreement notwithstanding anything to the contrary provided for in this AgreementENVIRONMENTAL REVIEW. (b) Unless otherwise required by applicable Lawslaw, Buyer shall (and shall cause Buyer’s Environmental Consultant to) treat confidentially any matters revealed by Buyer’s Environmental Review and any environmental review provided by Seller to Buyer, including any analyses, compilations, studies, documents, reports, reports or data prepared or generated from such review, but excluding any public information review (the “Environmental Information”), as confidential, and, except as provided below, and unless required by law Buyer shall not (and shall cause Buyer’s Environmental Consultant to not) disclose any Environmental Information to any Governmental Authority, or, prior to Closing to any Authority or other third party without the prior written consent of Seller. Unless otherwise required by law, Buyer may use the Environmental Information prior to Closing only in connection with the transactions contemplated by this Agreement. The If Buyer, Buyer’s Environmental Information shall be disclosed by Buyer to only those persons who need to know the Environmental Information for purposes of evaluating the transaction contemplated by this AgreementConsultant, and who agree to be bound by the terms of this Section 4.09. If Buyer or any third party to whom Buyer has provided any Environmental Information is requested, compelled, or required become legally compelled to disclose any of the Environmental Information prior to ClosingInformation, Buyer shall provide Seller with prompt notice sufficiently prior to any such disclosure so as to allow Seller to file for any protective order, or seek any other remedy, as it deems appropriate under the circumstances. If this Agreement is terminated prior to the Closing, upon Seller’s request Buyer shall deliver the Environmental Information, and all copies thereof and works based thereon, to Seller, which Environmental Information shall become the sole property of Seller. Upon request Buyer shall provide copies of the Environmental Information to Seller without charge. The terms and provisions of this Section 4.09(b) shall survive any termination of this Agreement, notwithstanding anything to the contrary.

Environmental Review. From the date of this Agreement through the Notification Date Buyer may conduct an environmental assessment of the Assets, subject to the following: (a) Buyer shall have the right to conduct on-site on‑site inspections, including, but not limited to, Phase I testing (but not Phase II testing) (as those terms are defined by the American Society for Testing and Materials) environmental assessments of the Assets, including, but not limited to, sampling and analysis of soil, air, surface water, groundwater and waste materials, prior to the end of the Notification Date (“Buyer’s Environmental Review”) and Seller shall provide to Buyer a copy of any environmental review Seller has in its possession subject to the same terms of confidentiality subsequently set forth herein; (i) The cost and expense of Buyer’s Environmental Review shall be borne solely by Buyer; (ii) All inspections must be coordinated through a designated representative of Seller who may accompany Buyer during the course of Buyer’s inspection of the Assets; (iii) Buyer shall give Seller notice not less than 48 hours before any visits by Buyer and/or its consultant to the Assets, and Buyer shall seek and obtain Seller’s prior consent (which shall not be unreasonably withheld) before either Buyer or Buyer’s consultant enters the Assets; (iv) Buyer shall provide Seller a copy of any Phase I reports affecting the Assets promptly after Buyer’s receipt of the same; (v) Buyer and/or its consultant shall perform all such work in a safe and workmanlike manner, shall not unreasonably interfere with Seller’s operations, and shall comply with all Laws of applicable Governmental Authorities; (vi) Seller shall use commercially reasonable efforts to obtain any third party consents that are required in order to perform any work comprising Buyer’s Environmental Review; and (vii) Buyer hereby agrees to release and defend, indemnify, and hold harmless Seller and Seller’s Representatives from and against all Claims made by (or attributable to the acts or omissions of) Buyer or Buyer’s Representatives (INCLUDING THOSE RESULTING FROM THE SOLE, JOINT, OR CONCURRENT NEGLIGENCE (BUT NOT WILLFUL MISCONDUCT), STRICT LIABILITY OR OTHER LEGAL FAULT OF SELLER OR ANY OF SELLER’S REPRESENTATIVES) arising out of or relating to Buyer’s Environmental Review. The release and indemnity provisions of this Section 4.09 shall survive termination or Closing of this Agreement notwithstanding anything to the contrary provided for in this Agreement. (b) Unless otherwise required by applicable Laws, Buyer shall treat any matters revealed by Buyer’s Environmental Review and any environmental review provided by Seller to Buyer, including any analyses, compilations, studies, documents, reports, or data prepared or generated from such review, but excluding any public information (the “Environmental Information”), as confidential, and, except as provided below, Buyer shall not disclose any Environmental Information to any Governmental Authority, or, prior to Closing to any other third party without the prior written consent of Seller. Buyer may use the Environmental Information prior to Closing only in connection with the transactions contemplated by this Agreement. The Environmental Information shall be disclosed by Buyer to only those persons who need to know the Environmental Information for purposes of evaluating the transaction contemplated by this Agreement, and who agree to be bound by the terms of this Section 4.09. If Buyer or any third party to whom Buyer has provided any Environmental Information is requested, compelled, or required to disclose any of the Environmental Information prior to Closing, Buyer shall provide Seller with prompt notice sufficiently prior to any such disclosure so as to allow Seller to file for any protective order, or seek any other remedy, as it deems appropriate under the circumstances. If this Agreement is terminated prior to the Closing, upon Seller’s request Buyer shall deliver the Environmental Information, and all copies thereof and works based thereon, to Seller, which Environmental Information shall become the sole property of Seller. Upon request Buyer shall provide copies of the Environmental Information to Seller without charge. The terms and provisions of this Section 4.09(b) shall survive any termination of this Agreement, notwithstanding anything to the contrary.

Environmental Review. From the date of this Agreement through the Notification Date Buyer may conduct an environmental assessment of the Assets, subject to the following: (ai) Buyer shall have the right to conduct on-site inspections, including, but not limited to, or cause a consultant (“Buyer’s Environmental Consultant”) to conduct a standard Phase I testing (but not Phase II testing) (as those terms are defined by the American Society for Testing and Materials) environmental assessments review of the Assets, includingsubject to any Third Party operator consents or conditions, but not limited to, sampling and analysis of soil, air, surface water, groundwater and waste materials, Seller’s Records (as set forth in Section 10.1) prior to the end expiration of the Notification Date Examination Period (“Buyer’s Environmental Review”) and Seller shall provide to Buyer a copy of any environmental review Seller has in its possession subject to the same terms of confidentiality subsequently set forth herein; (i) ). The cost and expense of Buyer’s Environmental Review Review, if any, shall be borne solely by Buyer; (ii) All inspections must be coordinated through a designated representative . The scope of Seller who may accompany Buyer during the course of work comprising Buyer’s inspection Environmental Review shall be disclosed to Seller prior to commencement thereof and shall not include any intrusive test or procedure (for example, digging, boring, or sampling of the Assets; (iii) soils). Buyer shall give Seller notice not less than 48 hours before any visits by Buyer and/or its consultant to the Assets, (and Buyer shall seek and obtain Seller’s prior consent (which shall not be unreasonably withheld) before either Buyer or cause Buyer’s consultant enters the Assets; Environmental Consultant to): (ivA) Buyer shall provide consult with Seller a copy of before conducting any Phase I reports affecting the Assets promptly after work comprising Buyer’s receipt of the same; Environmental Review, (vB) Buyer and/or its consultant shall perform all such work in a safe and workmanlike manner, shall manner and so as to not unreasonably interfere with Seller’s operationsoperations of the Assets, and shall (C) comply with all Laws of applicable Governmental Authorities; (vi) laws, rules, and regulations. Seller shall use commercially reasonable efforts have the right to obtain any third party consents that are required in order to perform any work comprising have a representative or representatives accompany Buyer and Buyer’s Environmental Review; and (vii) Buyer hereby agrees to release and defend, indemnify, and hold harmless Seller and Seller’s Representatives from and against Consultant at all Claims made by (or attributable to the acts or omissions of) Buyer or Buyer’s Representatives (INCLUDING THOSE RESULTING FROM THE SOLE, JOINT, OR CONCURRENT NEGLIGENCE (BUT NOT WILLFUL MISCONDUCT), STRICT LIABILITY OR OTHER LEGAL FAULT OF SELLER OR ANY OF SELLER’S REPRESENTATIVES) arising out of or relating to times during Buyer’s Environmental Review. The release Parties shall execute a “common undertaking” letter regarding the confidentiality for the Environmental Review where appropriate. Buyer hereby agrees to release, defend, indemnify and indemnity provisions hold harmless Seller Indemnified Parties from and against all Claims arising from, out of this Section 4.09 shall survive termination or Closing of this Agreement notwithstanding anything in connection with, or otherwise relating to, Buyer’s Environmental Review, or, any other access to the contrary provided for in this AgreementAssets by Buyer, REGARDLESS OF THE SOLE, JOINT, CONCURRENT OR COMPARATIVE NEGLIGENCE (BUT NOT ANY SELLER INDEMNITIES’ GROSS NEGLIGENCE OR WILLFUL MISCONDUCT), STRICT LIABILITY, REGULATORY LIABILITY, STATUTORY LIABILITY, BREACH OF CONTRACT, BREACH OF WARRANTY OR OTHER FAULT OR RESPONSIBILITY OF A SELLER PARTY OR ANY OTHER PERSON OR PARTY. (bii) Unless otherwise required by applicable Lawslaw, Buyer shall (and shall cause Buyer’s Environmental Consultant to) treat confidential any matters revealed by Buyer’s Environmental Review and any environmental review provided by Seller to Buyer, including any analyses, compilations, studies, documents, reports, reports or data prepared or generated from such review, but excluding any public information review (the “Environmental Information”), as confidential, and, except as provided below, and Buyer shall not (and shall cause Buyer’s Environmental Consultant to not) disclose any Environmental Information to any Governmental Authority, or, prior to Closing to any Authority or other third party Third Party without the prior written consent of Seller. Buyer may use the Environmental Information prior to Closing only in connection with the transactions contemplated by this Agreement. The If Buyer, Buyer’s Environmental Information shall be disclosed by Buyer to only those persons who need to know the Environmental Information for purposes of evaluating the transaction contemplated by this AgreementConsultant, and who agree to be bound by the terms of this Section 4.09. If Buyer or any third party Third Party to whom Buyer has provided any Environmental Information is requested, compelled, or required become legally compelled to disclose any of the Environmental Information prior to ClosingInformation, Buyer shall provide Seller with prompt notice sufficiently prior to any such disclosure so as to allow Seller to file for any protective order, or seek any other remedy, as it deems appropriate under the circumstances. If this Agreement is terminated prior to the Closing, upon Seller’s request Buyer shall deliver the Environmental Information, and all copies thereof and works based thereon, Information to Seller, which Environmental Information shall become the sole property of Seller. Upon request Buyer shall provide copies of the Environmental Information to Seller without charge. The terms upon written request from Seller and provisions with payment of this Section 4.09(b) shall survive any termination reasonable out of this Agreement, notwithstanding anything to the contrarypocket expenses of Buyer for such copies.

Environmental Review. From the date of this Agreement through the Notification Date Buyer may conduct an environmental assessment of the Assets, subject to the following: (a) Buyer shall have the right to conduct on-site inspections, including, but not limited to, Phase I testing or cause a consultant (but not Phase II testing“Buyer’s Environmental Consultant”) to conduct an environmental review of the Assets and Seller’s records pertaining to the Assets (as those terms are defined by the American Society for Testing and Materialsset forth in Section 3.01) environmental assessments of the Assets, including, but not limited to, sampling and analysis of soil, air, surface water, groundwater and waste materials, prior to the end expiration of the Notification Date Examination Period (“Buyer’s Environmental Review”) and Seller shall provide to Buyer a copy of any environmental review Seller has in its possession subject to the same terms of confidentiality subsequently set forth herein; (i) ). The cost and expense of Buyer’s Environmental Review Review, if any, shall be borne solely by Buyer; . The scope of work comprising Buyer’s Environmental Review shall not include any intrusive test or procedure without the prior written consent of Seller. Buyer shall (and shall cause Buyer’s Environmental Consultant to): (i) consult with Seller before conducting any work comprising Buyer’s Environmental Review, (ii) All inspections must be coordinated through a designated representative of Seller who may accompany Buyer during the course of Buyer’s inspection of the Assets; (iii) Buyer shall give Seller notice not less than 48 hours before any visits by Buyer and/or its consultant to the Assets, and Buyer shall seek and obtain Seller’s prior consent (which shall not be unreasonably withheld) before either Buyer or Buyer’s consultant enters the Assets; (iv) Buyer shall provide Seller a copy of any Phase I reports affecting the Assets promptly after Buyer’s receipt of the same; (v) Buyer and/or its consultant shall perform all such work in a safe and workmanlike manner, shall manner and so as to not unreasonably interfere with Seller’s operations, operations and shall (iii) comply with all Laws of applicable Governmental Authorities; (vi) Seller laws, rules, and regulations. Buyer shall use commercially reasonable efforts to obtain be solely responsible for obtaining any third party Third Party consents that are required in order to perform any work comprising Buyer’s Environmental Review, and Buyer shall consult with Seller prior to requesting each such Third Party consent; and provided that Seller shall reasonably assist Buyer (viior Buyer’s Environmental Consultant) in obtaining any Third Party consents. Seller shall have the right to have a representative or representatives accompany Buyer and Buyer’s Environmental Consultant at all times during Buyer’s Environmental Review. With respect to any samples taken in connection with Buyer’s Environmental Review, Buyer shall take split samples, providing one of each such sample, properly labeled and identified, to Seller. The Parties shall execute a “common undertaking” letter regarding the confidentiality for the Environmental Review where appropriate. Buyer hereby agrees to release and release, defend, indemnify, indemnify and hold harmless Seller and Seller’s Representatives from and against all Claims made by (claims, losses, damages, costs, expenses, causes of action and judgments of any kind or attributable to the acts or omissions of) Buyer or Buyer’s Representatives character (INCLUDING THOSE RESULTING FROM THE SELLER’S SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE (BUT NOT WILLFUL MISCONDUCT), OR STRICT LIABILITY OR OTHER LEGAL FAULT OF SELLER OR ANY OF SELLER’S REPRESENTATIVESLIABILITY) to the extent arising out of or relating to Buyer’s Environmental Review. The release Buyer hereby covenants and indemnity provisions agrees that it will have at least $2,000,000 of this Section 4.09 shall survive termination or Closing of this Agreement notwithstanding anything general liability insurance to cover its indemnification hereunder prior to the contrary provided for in this Agreementcommencement of the Environmental Review. (b) Unless otherwise required by applicable Lawslaw, Buyer shall (and shall cause Buyer’s Environmental Consultant to) treat confidentially any matters revealed by Buyer’s Environmental Review and any environmental review provided by Seller to Buyer, including any analyses, compilations, studies, documents, reports, reports or data prepared or generated from such review, but excluding any public information review (the “Environmental Information”), as confidential, and, except as provided below, and Buyer shall not (and shall cause Buyer’s Environmental Consultant to not) disclose any Environmental Information to any Governmental Authority, or, prior to Closing to any Authority or other third party Third Party without the prior written consent of SellerSeller unless otherwise required by law. Unless otherwise required by law, prior to the Closing, Buyer may use the Environmental Information prior to Closing only in connection with the transactions contemplated by this Agreement. The If Buyer, Buyer’s Environmental Information shall be disclosed by Buyer to only those persons who need to know the Environmental Information for purposes of evaluating the transaction contemplated by this AgreementConsultant, and who agree to be bound by the terms of this Section 4.09. If Buyer or any third party Third Party to whom Buyer has provided any Environmental Information is requested, compelled, or required become legally compelled to disclose any of the Environmental Information prior to ClosingInformation, Buyer shall shall, as soon as reasonably practicable, provide Seller with prompt good faith notice sufficiently prior to any such disclosure so as to allow Seller to attempt to file for any protective order, or seek any other remedy, as it deems appropriate under the circumstances. If this Agreement is terminated prior to the Closing, upon Seller’s request Buyer shall deliver the Environmental Information, and all copies thereof and works based thereon, Information to Seller, which Environmental Information shall become the sole property of Seller. Upon request Buyer shall provide two (2) copies of the Environmental Information to Seller without charge. (c) Buyer acknowledges that the Assets have been used for exploration, development, and production of oil and gas and that there may be petroleum, produced water, wastes, or other substances or materials located in, on or under or associated with the Assets. Equipment and sites included in the Assets may contain asbestos, hazardous substances, or naturally occurring radioactive material (“NORM”). NORM may affix or attach itself to the inside of wxxxx, materials, and equipment as scale, or in other forms. The terms wxxxx, materials, and provisions equipment located on the Assets may contain NORM and other wastes or hazardous substances. NORM containing material and/or other wastes or hazardous substances may have come in contact with various environmental media, including without limitation, water, soils or sediment. Special procedures may be required for the assessment, remediation, removal, transportation, or disposal of this Section 4.09(b) shall survive any termination of this Agreementenvironmental media, notwithstanding anything to wastes, asbestos, hazardous substances and NORM from the contraryAssets.

Environmental Review. From the date of this Agreement through the Notification Date Buyer may conduct an environmental assessment of the Assets, subject to the following: (a) Buyer shall have the right to conduct on-site inspections, including, but not limited to, Phase I testing or cause a consultant reasonably acceptable to Seller (but not Phase II testing“Buyer’s Environmental Consultant”) (as those terms are defined by the American Society for Testing and Materials) to conduct an environmental assessments review of the Assets, including, but not limited to, sampling and analysis of soil, air, surface water, groundwater and waste materials, Assets prior to the end expiration of the Notification Date Examination Period (“Buyer’s Environmental Review”) and Seller shall provide to Buyer a copy of any environmental review Seller has in its possession subject to the same terms of confidentiality subsequently set forth herein; (i) ). The cost and expense of Buyer’s Environmental Review Review, if any, shall be borne solely by Buyer; . The scope of work comprising Buyer’s Environmental Review shall be limited to a Phase I review and otherwise as may be agreed by Buyer and Seller prior to commencement. The Environmental Review shall not include any intrusive test, sampling, boring, or procedure without the prior written consent of Seller. Buyer shall, and shall cause Buyer’s Environmental Consultant to, (i) consult with Seller before conducting any work comprising Buyer’s Environmental Review, (ii) All inspections must be coordinated through a designated representative of Seller who may accompany Buyer during the course of Buyer’s inspection of the Assets; (iii) Buyer shall give Seller notice not less than 48 hours before any visits by Buyer and/or its consultant to the Assets, and Buyer shall seek and obtain Seller’s prior consent (which shall not be unreasonably withheld) before either Buyer or Buyer’s consultant enters the Assets; (iv) Buyer shall provide Seller a copy of any Phase I reports affecting the Assets promptly after Buyer’s receipt of the same; (v) Buyer and/or its consultant shall perform all such work in a safe and workmanlike manner, shall manner and so as to not unreasonably interfere with Seller’s operations, the operation of the Assets and shall (iii) comply with all Laws of applicable Governmental Authorities; (vi) Seller Laws. Buyer shall use commercially reasonable efforts to obtain be solely responsible for obtaining any third party consents from a Third Party that are required in order to perform any work comprising Buyer’s Environmental Review; and (vii) , provided that Buyer hereby agrees shall consult with Seller prior to release requesting each such consent and Seller shall cooperate with Buyer in securing such consent. Seller shall have the right to have a representative or representatives accompany Buyer and Buyer’s Environmental Consultant at all times during Buyer’s Environmental Review. With respect to any samples taken in connection with Buyer’s Environmental Review, Buyer shall take split samples, providing one of each such sample, properly labeled and identified, to Seller without charge. Buyer releases, and shall defend, indemnify, indemnify and hold harmless harmless, Seller and Seller’s Representatives Indemnitees from and against all Claims made by (or attributable to the acts or omissions of) Buyer or Buyer’s Representatives Losses (INCLUDING THOSE RESULTING FROM THE SELLER’S SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE (OR STRICT LIABILITY, BUT NOT SPECIFICALLY EXCLUDING THOSE RESULTING FROM SELLER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT), STRICT LIABILITY OR OTHER LEGAL FAULT OF SELLER OR ANY OF SELLER’S REPRESENTATIVES) arising out of of, related to, or relating to caused by Buyer’s Environmental Review. The release and indemnity provisions of this Section 4.09 shall survive termination or Closing of this Agreement notwithstanding anything to the contrary provided for in this Agreement. (b) Unless otherwise required by applicable LawsLaw, until Closing (or the termination of this Agreement prior to Closing), Buyer shall, and shall cause Buyer’s Environmental Consultant to, treat confidentially any matters revealed by Buyer’s Environmental Review and any environmental review provided by Seller to Buyer, including any analyses, compilations, studies, documents, reports, reports or data prepared or generated from such review, but excluding any public information review (the “Environmental Information”), as confidential, and, except as provided below, and Buyer shall not not, and shall cause Buyer’s Environmental Consultant to not, disclose any Environmental Information to any Governmental Authority, or, prior to Closing to any Authority or other third party Third Party without the prior written consent of Seller. Except to the extent relating to an Assumed Environmental Obligation after the Closing, Buyer may use the Environmental Information prior to Closing only in connection with the transactions contemplated by this Agreement. The If Buyer, Buyer’s Environmental Information shall be disclosed by Buyer to only those persons who need to know the Environmental Information for purposes of evaluating the transaction contemplated by this Agreement, and who agree to be bound by the terms of this Section 4.09. If Buyer Consultant or any third party Third Party to whom which Buyer has provided any Environmental Information is requested, compelled, or required become legally compelled to disclose any of the Environmental Information prior to Closing (or the termination of this Agreement prior to Closing), Buyer shall provide Seller with prompt notice sufficiently prior to any such disclosure so as to allow Seller to file for any protective order, order or seek any other remedy, as it Seller deems appropriate under the circumstances. If this Agreement is terminated prior to the Closing, upon Seller’s request Buyer shall deliver the Environmental Information, and all copies thereof and works based thereon, Information to Seller, which Environmental Information shall become the sole property of Seller. Upon request Buyer shall provide copies of the Environmental Information to Seller without charge. The terms . (c) Upon completion of Buyer’s Environmental Review, Buyer shall, at its sole cost and provisions of this Section 4.09(b) shall survive expense and without any termination of this Agreement, notwithstanding anything cost or expense to the contrarySeller Indemnitees (1) repair all damage done to the Assets in connection with any Buyer’s Environmental Review, if any, (2) restore the Assets to the same or better condition in existence prior to commencement of any Buyer’s Environmental Review, and (3) remove all equipment, tools or other property brought onto the Assets in connection with any Buyer’s Environmental Review. Any disturbance to the Assets (including the real property associated with such Assets) resulting from Buyer’s Environmental Review will be promptly corrected by Buyer.

Environmental Review. From the date of this Agreement through the Notification Date Buyer may conduct an environmental assessment of the Assets, subject to the following: (a) Buyer shall have the right to conduct on-site inspections, including, but not limited to, Phase I testing or cause a consultant (but not Phase II testing“Buyer’s Environmental Consultant”) (as those terms are defined by the American Society for Testing and Materials) to conduct an environmental assessments review of the Assets, including, but not limited to, sampling and analysis of soil, air, surface water, groundwater and waste materials, Assets prior to the end expiration of the Notification Date Examination Period (“Buyer’s Environmental Review”) and Seller shall provide to Buyer a copy of any environmental review Seller has in its possession subject to the same terms of confidentiality subsequently set forth herein; (i) ). The cost and expense of Buyer’s Environmental Review Review, if any, shall be borne solely by Buyer; . The scope of work comprising Buyer’s Environmental Review shall be limited to that mutually agreed in writing by Buyer and Seller prior to commencement thereof and shall not include any intrusive test or procedure without the prior written consent of Seller. Buyer shall (and shall cause Buyer’s Environmental Consultant to): (i) consult with Seller before conducting any work comprising Buyer’s Environmental Review, (ii) All inspections must be coordinated through a designated representative of Seller who may accompany Buyer during the course of Buyer’s inspection of the Assets; (iii) Buyer shall give Seller notice not less than 48 hours before any visits by Buyer and/or its consultant to the Assets, and Buyer shall seek and obtain Seller’s prior consent (which shall not be unreasonably withheld) before either Buyer or Buyer’s consultant enters the Assets; (iv) Buyer shall provide Seller a copy of any Phase I reports affecting the Assets promptly after Buyer’s receipt of the same; (v) Buyer and/or its consultant shall perform all such work in a safe and workmanlike manner, shall manner and so as to not unreasonably interfere with Seller’s operations, and shall (iii) comply with all Laws of applicable Governmental Authorities; (vi) Seller laws, rules, and regulations. Buyer shall use commercially reasonable efforts to obtain be solely responsible for obtaining any third party Third Party consents that are required in order to perform any work comprising Buyer’s Environmental Review; and , and Buyer shall consult with Seller prior to requesting each such Third Party consent. Seller shall have the right to have a representative or representatives accompany Buyer and Buyer’s Environmental Consultant at all times during Buyer’s Environmental Review, and Buyer shall give Seller notice not more than five (vii5) days and not less than 48 hours before any visits by Buyer or Buyer’s Environmental Consultant to the Assets. With respect to any samples taken in connection with Buyer’s Environmental Review, Buyer shall take split samples, providing one of each such sample, properly labeled and identified, to Seller. Buyer hereby agrees to release and release, defend, indemnify, indemnify and hold harmless Seller and Seller’s Representatives from and against all Claims made by (claims, losses, damages, costs, expenses, causes of action and judgments of any kind or attributable to the acts or omissions of) Buyer or Buyer’s Representatives (INCLUDING THOSE RESULTING FROM THE SOLE, JOINT, OR CONCURRENT NEGLIGENCE (BUT NOT WILLFUL MISCONDUCT), STRICT LIABILITY OR OTHER LEGAL FAULT OF SELLER OR ANY OF SELLER’S REPRESENTATIVES) character arising out of or relating to Buyer’s Environmental Review. The release and indemnity provisions of this Section 4.09 shall survive termination or Closing of this Agreement notwithstanding anything to the contrary provided for in this Agreement. (b) Unless otherwise required by applicable Lawslaw, Buyer shall (and shall cause Buyer’s Environmental Consultant to) treat confidentially any matters revealed by Buyer’s Environmental Review and any environmental review provided by Seller to Buyer, including any analyses, compilations, studies, documents, reports, reports or data prepared or generated from such review, but excluding any public information review (the “Environmental Information”), as confidential, and, except as provided below, and Buyer shall not (and shall cause Buyer’s Environmental Consultant to not) disclose any Environmental Information to any Governmental Authority, or, prior to Closing to any Authority or other third party Third Party without the prior written consent of Seller. Unless otherwise required by law, Buyer may use the Environmental Information prior to Closing only in connection with the transactions contemplated by this Agreement. The If Buyer, Buyer’s Environmental Information shall be disclosed by Buyer to only those persons who need to know the Environmental Information for purposes of evaluating the transaction contemplated by this AgreementConsultant, and who agree to be bound by the terms of this Section 4.09. If Buyer or any third party Third Party to whom Buyer has provided any Environmental Information is requested, compelled, or required become legally compelled to disclose any of the Environmental Information prior to ClosingInformation, Buyer shall provide Seller with prompt notice sufficiently prior to any such disclosure so as to allow Seller to file for any protective order, or seek any other remedy, as it deems appropriate under the circumstances. If this Agreement is terminated prior to the Closing, upon Seller’s request Buyer shall deliver the Environmental Information, and all copies thereof and works based thereon, Information to Seller, which Environmental Information shall become the sole property of Seller. Upon request Buyer shall provide copies of the Environmental Information to Seller without charge. The terms and provisions of this Section 4.09(b) shall survive any termination of this Agreement, notwithstanding anything to the contrary.

Environmental Review. From the date of this Agreement through the Notification Date Buyer may conduct an environmental assessment of the AssetsAssets prior to the expiration of the Title Claim Date, subject to the following: (a) Buyer shall have the right to conduct on-site inspections, including, but not limited to, a Phase I testing (but not Phase II testing) (as those terms are that term is defined by the American Society for Testing and Materials) environmental assessments review of the Assets, including, but not limited to, sampling and analysis of soil, air, surface water, groundwater and waste materials, Assets prior to the end expiration of the Notification Date Examination Period (“"Buyer’s 's Environmental Review”") and Seller shall provide to Buyer a copy of any environmental review Seller has in its possession subject to the same terms of confidentiality subsequently set forth herein; (i) The cost and expense of Buyer’s 's Environmental Review shall be borne solely by Buyer; (ii) All inspections must be coordinated through a designated representative of Seller who may accompany Buyer during the course of Buyer’s 's inspection of the Assets; (iii) All environmental assessments shall be conducted by an independent environmental consultant engaged by Buyer at Buyer's expense; (iv) Buyer shall give Seller notice not more than seven (7) days and not less than 48 forty eight (48) hours before any visits by Buyer and/or its consultant to the Assets, and Buyer shall seek and obtain Seller’s 's prior consent (which shall not be unreasonably withheld) before either Buyer it or Buyer’s its consultant enters the Assets; (ivv) Buyer shall provide Seller a copy of any the Phase I reports report affecting the Assets promptly after Buyer’s 's receipt of the same; (vvi) Buyer shall give Seller prompt written notice and obtain Seller's prior written consent (not to be unreasonably withheld) if Buyer desires to conduct a Phase II (as that term is defined by the American Society for Testing and Materials) study based on the recommendations of Buyer's independent environmental consultant (acting reasonably) with respect to the Assets. With respect to any samples taken in connection with Buyer's Environmental Review, Buyer shall take split samples, providing one of each such sample, properly labeled and identified, to Seller; (vii) Buyer and/or its consultant shall perform all such work in a safe and workmanlike manner, shall not unreasonably interfere with Seller’s 's operations, and shall comply with all Laws of applicable Governmental Authorities; (viviii) Seller Buyer shall use commercially reasonable efforts to obtain be solely responsible for obtaining any third party consents that are required in order to perform any work comprising Buyer’s 's Environmental Review, and Buyer shall consult with Seller prior to requesting each such third party consent; and (viiix) Buyer hereby agrees to release and defend, indemnify, indemnify and hold harmless Seller and Seller’s 's Representatives from and against all Claims made by (or attributable to the acts or omissions of) Buyer or Buyer’s 's Representatives (INCLUDING THOSE RESULTING FROM THE SOLE, JOINT, OR CONCURRENT NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT), STRICT LIABILITY OR OTHER LEGAL FAULT OF SELLER OR ANY OF SELLER’S 'S REPRESENTATIVES) arising out of or relating to Buyer’s 's Environmental Review. The release and indemnity provisions of this Section 4.09 shall survive termination or Closing of this Agreement notwithstanding anything to the contrary provided for in this Agreement. (b) Unless otherwise required by applicable Laws, Buyer shall treat any matters revealed by Buyer’s 's Environmental Review and any environmental review provided by Seller to Buyer, including any analyses, compilations, studies, documents, reports, reports or data prepared or generated from such review, but excluding any public information review (the “"Environmental Information”"), as confidential, and, except as provided below, Buyer shall not disclose any Environmental Information to any Governmental Authority, or, prior to Closing to any other third party without the prior written consent of Seller. Buyer may use the Environmental Information prior to Closing only in connection with the transactions contemplated by this Agreement. The Environmental Information shall be disclosed by Buyer to only those persons who need to know the Environmental Information for purposes of evaluating the transaction contemplated by this Agreement, and who agree to be bound by the terms of this Section 4.09. If Buyer or any third party to whom Buyer has provided any Environmental Information is requested, compelled, or required to disclose any of the Environmental Information prior to Closing, Buyer shall provide Seller with prompt notice sufficiently prior to any such disclosure so as to allow Seller to file for any protective order, or seek any other remedy, as it deems appropriate under the circumstances. If this Agreement is terminated prior to the Closing, upon Seller’s request Buyer shall deliver the Environmental Information, and all copies thereof and works based thereon, to Seller, which Environmental Information shall become the sole property of Seller. Upon request Buyer shall provide copies of the Environmental Information to Seller without charge. The terms and provisions of this Section 4.09(b) shall survive any termination of this Agreement, notwithstanding anything to the contrary.provided

Environmental Review. From the date of this Agreement through the Notification Date Buyer may conduct an environmental assessment of the Assets, subject to the following: (a) Buyer shall have the right to conduct on-site inspections, including, but not limited to, Phase I testing or cause a consultant (but not Phase II testing“Buyer's Environmental Consultant”) (as those terms are defined by the American Society for Testing and Materials) to conduct an environmental assessments review of the Assets, including, but not limited to, sampling and analysis of soil, air, surface water, groundwater and waste materials, Assets prior to the end expiration of the Notification Date Examination Period (“Buyer’s 's Environmental Review”) and Seller shall provide to Buyer a copy of any environmental review Seller has in its possession subject to the same terms of confidentiality subsequently set forth herein; (i) ). The cost and expense of Buyer’s 's Environmental Review Review, if any, shall be borne solely by Buyer; (ii) All inspections must be coordinated through a designated representative of Seller who may accompany Buyer during the course of Buyer’s inspection of the Assets; (iii) . Buyer shall give Seller notice not less than 48 hours before any visits by Buyer and/or its consultant to the Assets, (and Buyer shall seek and obtain Seller’s prior consent cause Buyer's Environmental Consultant to): (which shall not be unreasonably withheldi) before either Buyer or Buyer’s consultant enters the Assets; (iv) Buyer shall provide Seller a copy of any Phase I reports affecting the Assets promptly after Buyer’s receipt of the same; (v) Buyer and/or its consultant shall perform all such work in a safe and workmanlike manner, shall manner and so as to not unreasonably interfere with Seller’s Sellers' operations, and shall (ii) comply with all Laws of applicable Governmental Authorities; (vi) Seller Laws, rules, and regulations applicable to the work. Sellers shall use commercially reasonable efforts have the right to obtain any third party consents that are required in order to perform any work comprising have a representative or representatives accompany Buyer and Buyer’s 's Environmental Consultant at all times during Buyer's Environmental Review; and (vii) . With respect to any samples taken in connection with Buyer's Environmental Review, Buyer shall, upon the request of any Seller's representative, take split samples, providing one of each such sample, properly labeled and identified, to Sellers. Buyer hereby agrees to release and release, defend, indemnify, indemnify and hold harmless Seller and Seller’s Representatives Sellers from and against all Claims made by claims, losses, damages, costs, expenses, causes of action and judgments of any kind or character (including those resulting from any Seller's SOLE, joint, COMPARATIVE or attributable to the acts concurrent negligence or omissions ofstrict liability) Buyer or Buyer’s Representatives (INCLUDING THOSE ARISING OUT OF OR RELATING TO BUYER'S ENVIRONMENTAL REVIEW, EXCEPTING ONLY LIABILITIES ACTUALLY RESULTING FROM THE SOLE, JOINT, GROSS NEGLIGENCE OR CONCURRENT NEGLIGENCE (BUT NOT WILLFUL MISCONDUCT), STRICT LIABILITY MISCONDUCT OF THE SELLERS OR OTHER LEGAL FAULT OF SELLER OR ANY OF SELLER’S THEIR REPRESENTATIVES) arising out of or relating to Buyer’s Environmental Review. The release and indemnity provisions of this Section 4.09 shall survive termination or Closing of this Agreement notwithstanding Notwithstanding anything herein to the contrary provided contrary, neither Buyer nor Buyer's Environmental Consultant shall have access to, or shall be permitted to conduct, any environmental due diligence (including any Phase I environmental SITE assessments) with respect to any Asset where Sellers do not have the authority to grant access to such Persons for in this Agreementsuch due diligence. (b) Unless otherwise required by applicable During the Examination Period, subject to the provisions below regarding Buyer's right to request authorization to conduct Phase II Activity, Buyer's inspection right with respect to the environmental condition of the Assets shall be limited to conducting a Phase I Environmental Site Assessment of the Assets and Buyer may conduct visual inspections and record reviews relating to the Assets, including their condition and compliance with Environmental Laws. “Phase I Environmental Site Assessment” means an environmental site assessment performed pursuant to the American Society for Testing and Materials E1527 - 05, or any similar non-invasive environmental assessment. Buyer shall not operate any equipment or conduct any testing or sampling of soil, groundwater or other materials (including any testing or sampling for Hazardous Substances, Hydrocarbons or NORM) (“Phase II Activity”). If, following the conduct of the Phase I Environmental Site Assessment, Buyer reasonably believes that any Phase II Activity is necessary for it to determine the existence and/or magnitude of an Environmental Defect, Buyer shall treat furnish to Sellers for their review a proposed scope of such Phase II Activity, including a reasonable description of such activity and a description of the approximate locations of any matters revealed sampling to be conducted. Following the receipt and review of such proposal by Sellers, Sellers shall elect, in their sole discretion, to permit or refuse to permit the conduct of any Phase II Activity by Buyer’s Environmental Review ; provided, however, that if Sellers refuse to permit the conduct of the Phase II Activity, then the Assets with respect to which Buyer requested permission to conduct such Phase II Activity may, at Buyer's option, be excluded from the Assets to be conveyed to Buyer at Closing and any environmental review provided by Seller to Buyer, including any analyses, compilations, studies, documents, reports, or data prepared or generated from such review, but excluding any public information (the “Environmental Information”), as confidential, and, except as provided below, Buyer shall not disclose any Environmental Information to any Governmental Authority, or, prior to Closing to any other third party without the prior written consent of Seller. Buyer may use the Environmental Information prior to Closing only in connection with the transactions contemplated by this Agreement. The Environmental Information Unadjusted Purchase Price shall be disclosed by Buyer to only those persons who need to know the Environmental Information for purposes of evaluating the transaction contemplated by this Agreement, and who agree to be bound adjusted downward by the terms Allocated Value of this Section 4.09. If Buyer or any third party to whom Buyer has provided any Environmental Information is requested, compelled, or required to disclose any of the Environmental Information prior to Closing, Buyer shall provide Seller with prompt notice sufficiently prior to any such disclosure so as to allow Seller to file for any protective order, or seek any other remedy, as it deems appropriate under the circumstances. If this Agreement is terminated prior to the Closing, upon Seller’s request Buyer shall deliver the Environmental Information, and all copies thereof and works based thereon, to Seller, which Environmental Information shall become the sole property of Seller. Upon request Buyer shall provide copies of the Environmental Information to Seller without charge. The terms and provisions of this Section 4.09(b) shall survive any termination of this Agreement, notwithstanding anything to the contraryAssets.

Environmental Review. From the date of this Agreement through the Notification Date Buyer may conduct an environmental assessment of the Assets, subject to the following: (a) Buyer shall have the right to conduct on-site inspections, including, but not limited to, Phase I testing or cause a consultant reasonably acceptable to Seller (but not Phase II testing“Buyer’s Environmental Consultant”) (as those terms are defined by the American Society for Testing and Materials) to conduct an environmental assessments review of the Assets, including, but not limited to, sampling and analysis of soil, air, surface water, groundwater and waste materials, Assets prior to the end expiration of the Notification Date Examination Period (“Buyer’s Environmental Review”) and Seller shall provide to Buyer a copy of any environmental review Seller has in its possession subject to the same terms of confidentiality subsequently set forth herein; (i) ). The cost and expense of Buyer’s Environmental Review Review, if any, shall be borne solely by Buyer; (ii) All inspections must be coordinated through a designated representative . The scope of Seller who may accompany Buyer during the course of work comprising Buyer’s inspection of the Assets; (iii) Buyer Environmental Review shall give Seller notice not less than 48 hours before any visits be limited to a Phase I review and otherwise as may be agreed by Buyer and/or its consultant and Seller prior to commencement. The Environmental Review shall not include any intrusive test or procedure without the Assetsprior written consent of Seller, and Buyer shall seek and obtain Seller’s prior which consent (which shall will not be unreasonably withheld) before either . Buyer or shall, and shall cause Buyer’s consultant enters the Assets; Environmental Consultant to, (ivi) Buyer shall provide consult with Seller a copy of before conducting any Phase I reports affecting the Assets promptly after work comprising Buyer’s receipt of the same; Environmental Review, (vii) Buyer and/or its consultant shall perform all such work in a safe and workmanlike manner, shall manner and so as to not unreasonably interfere with Seller’s operations, operations and shall (iii) comply with all Laws of applicable Governmental Authorities; (vi) Seller Law. Buyer shall use commercially reasonable efforts to obtain be solely responsible for obtaining any third party consents from a Third Party that are required in order to perform any work comprising Buyer’s Environmental Review; and (vii) , and Buyer hereby agrees shall consult with Seller prior to release requesting each such consent. Seller shall have the right to have a representative or representatives accompany Buyer and Buyer’s Environmental Consultant at all times during Buyer’s Environmental Review. With respect to any samples taken in connection with Buyer’s Environmental Review, Buyer shall take split samples, providing one of each such sample, properly labeled and identified, to Seller without charge. Buyer releases, and shall defend, indemnify, indemnify and hold harmless harmless, Seller and Seller’s Representatives Indemnitees from and against all Claims made by (claims, losses, damages, costs, expenses, causes of action and judgments of any kind or attributable to the acts or omissions of) Buyer or Buyer’s Representatives character (INCLUDING THOSE RESULTING FROM THE SELLER’S SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE (OR STRICT LIABILITY, BUT NOT SPECIFICALLY EXCLUDING THOSE RESULTING FROM SELLER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT), STRICT LIABILITY OR OTHER LEGAL FAULT OF SELLER OR ANY OF SELLER’S REPRESENTATIVES) arising out of or relating to Buyer’s Environmental Review. The release and indemnity provisions of this Section 4.09 shall survive termination or Closing of this Agreement notwithstanding anything to the contrary provided for in this Agreement. (b) Unless otherwise required by applicable LawsLaw, Buyer shall, and shall cause Buyer’s Environmental Consultant to, treat confidentially any matters revealed by Buyer’s Environmental Review and any environmental review provided by Seller to Buyer, including any analyses, compilations, studies, documents, reports, reports or data prepared or generated from such review, but excluding any public information review (the “Environmental Information”), as confidential, and, except as provided below, and Buyer shall not not, and shall cause Buyer’s Environmental Consultant to not, disclose any Environmental Information to any Governmental Authority, or, prior to Closing to any Authority or other third party Third Party without the prior written consent of Seller. Buyer may use the Environmental Information prior to Closing only in connection with the transactions contemplated by this Agreement. The If Buyer, Buyer’s Environmental Information shall be disclosed by Buyer to only those persons who need to know the Environmental Information for purposes of evaluating the transaction contemplated by this Agreement, and who agree to be bound by the terms of this Section 4.09. If Buyer Consultant or any third party Third Party to whom which Buyer has provided any Environmental Information is requested, compelled, or required become legally compelled to disclose any of the Environmental Information prior to ClosingInformation, Buyer shall provide Seller with prompt notice sufficiently prior to any such disclosure so as to allow Seller to file for any protective order, order or seek any other remedy, as it any Seller deems appropriate under the circumstances. If this Agreement is terminated prior to the Closing, upon Seller’s request Buyer shall deliver the Environmental Information, and all copies thereof and works based thereon, Information to Seller, which Environmental Information shall become the sole property of Seller. Upon request Buyer shall provide copies of the Environmental Information to Seller without charge. The terms and provisions of this Section 4.09(b) shall survive any termination of this Agreement, notwithstanding anything to the contrary.

Environmental Review. From the date of this Agreement through the Notification Date Buyer may conduct an environmental assessment of the Assets, subject to the following: (a) Buyer shall have the right to conduct on-site inspections, including, but not limited to, Phase I testing or cause a consultant (but not Phase II testing“Buyer’s Environmental Consultant”) to conduct an environmental review of the Assets and Seller’s records pertaining to the Assets (as those terms are defined by set forth in Section 3.01) during the American Society for Testing and Materials) environmental assessments of the Assets, including, but not limited to, sampling and analysis of soil, air, surface water, groundwater and waste materials, prior to the end of the Notification Date Examination Period (“Buyer’s Environmental Review”) and Seller shall provide to Buyer a copy of any environmental review Seller has in its possession subject to the same terms of confidentiality subsequently set forth herein; (i) ). The cost and expense of Buyer’s Environmental Review Review, if any, shall be borne solely by Buyer; (ii) All inspections must be coordinated through a designated representative . The scope of Seller who may accompany Buyer during work comprising Buyer’s Environmental Review shall not include any invasive test or procedure unless Buyer, in its reasonable discretion based on the course findings of Buyer’s inspection Environmental Review, determines that an invasive test or procedure is needed with respect to an Asset and Seller consents to such invasive test or procedure. In the event that Buyer requests an invasive test or procedure pursuant to the forgoing sentence and Buyer does not obtain the prior written consent of Seller to such invasive test or procedure, Buyer may, in its sole discretion, exclude the Assets; (iii) affected Asset from the sale, in which case the affected Asset shall be excluded from the Asset to be conveyed to Buyer at Closing, the Purchase Price shall be reduced by the Allocated Value of said Asset as set forth on Exhibit C, and the affected Asset shall constitute an Excluded Asset and be deemed deleted from the Exhibits and Schedules hereto. Buyer shall give (and shall cause Buyer’s Environmental Consultant to): (i) notify Seller notice not less than 48 hours before two (2) business days prior to conducting any visits by Buyer and/or its consultant work comprising Buyer’s Environmental Review that requires access to the Assets, and Buyer shall seek and obtain Seller’s prior consent (which shall not be unreasonably withheldii) before either Buyer or Buyer’s consultant enters the Assets; (iv) Buyer shall provide Seller a copy of perform any Phase I reports affecting work physically on the Assets promptly after Buyer’s receipt of the same; (v) Buyer and/or its consultant shall perform all such work in a safe and workmanlike manner, shall manner consistent with the standard of care normally exercised in the course of such work and so as to not unreasonably interfere with Seller’s operations, and shall (iii) comply in all material respects with all Laws of applicable Governmental Authorities; (vi) Laws, rules, and regulations. Seller shall use commercially reasonable efforts to obtain assist Buyer with obtaining any third party Third Party consents that are required in order to perform any work comprising Buyer’s Environmental Review; and (vii) Buyer hereby agrees to release and defend, indemnify, and hold harmless Seller and Seller’s Representatives from and against all Claims made by (or attributable to the acts or omissions of) Buyer or Buyer’s Representatives (INCLUDING THOSE RESULTING FROM THE SOLE, JOINT, OR CONCURRENT NEGLIGENCE (BUT NOT WILLFUL MISCONDUCT), STRICT LIABILITY OR OTHER LEGAL FAULT OF SELLER OR ANY OF SELLER’S REPRESENTATIVES) arising out of or relating to Buyer’s Environmental Review. The release and indemnity provisions of this Section 4.09 shall survive termination or Closing of this Agreement notwithstanding anything to the contrary provided for in this Agreement. (b) Unless otherwise required by applicable Laws, Buyer shall treat any matters revealed by Buyer’s Environmental Review and any environmental review provided by consult with Seller to Buyer, including any analyses, compilations, studies, documents, reports, or data prepared or generated from such review, but excluding any public information (the “Environmental Information”), as confidential, and, except as provided below, Buyer shall not disclose any Environmental Information to any Governmental Authority, or, prior to Closing to any other third party without requesting each such Third Party consent. To the prior written consent of Seller. Buyer may use the Environmental Information prior to Closing only in connection with the transactions contemplated by this Agreement. The Environmental Information shall be disclosed by Buyer to only those persons who need to know the Environmental Information for purposes of evaluating the transaction contemplated by this Agreement, and who agree to be bound by the terms of this Section 4.09. If Buyer or any third party to whom Buyer has provided any Environmental Information is requested, compelled, or required to disclose any of the Environmental Information prior to Closing, Buyer shall provide Seller with prompt notice sufficiently prior to any such disclosure so as to allow Seller to file for any protective order, or seek any other remedy, as it deems appropriate under the circumstances. If this Agreement is terminated prior to the Closing, upon Seller’s request Buyer shall deliver the Environmental Information, and all copies thereof and works based thereon, to Seller, which Environmental Information shall become the sole property of Seller. Upon request Buyer shall provide copies of the Environmental Information to Seller without charge. The terms and provisions of this Section 4.09(b) shall survive any termination of this Agreement, notwithstanding anything to the contrary.extent

Environmental Review. From the date of this Agreement through the Notification Date Buyer may conduct an environmental assessment of the Assets, subject to the following: (a) Buyer shall have the right to conduct on-site inspections, including, but not limited to, Phase I testing or cause a consultant (but not Phase II testing“Buyer’s Environmental Consultant”) (as those terms are defined by the American Society for Testing and Materials) to conduct an environmental assessments review of the Assets, including, but not limited to, sampling and analysis of soil, air, surface water, groundwater and waste materials, Assets prior to the end expiration of the Notification Date Examination Period (“Buyer’s Environmental Review”) and Seller shall provide to Buyer a copy of any environmental review Seller has in its possession subject to the same terms of confidentiality subsequently set forth herein; (i) ). The cost and expense of BuyerXxxxx’s Environmental Review Review, if any, shall be borne solely by Buyer; Xxxxx. Buyer shall (ii) All inspections must be coordinated through a designated representative of Seller who may accompany Buyer during the course of and shall cause Buyer’s inspection of the Assets; Environmental Consultant to): (iiii) Buyer shall give Seller notice not less than 48 hours before any visits by Buyer and/or its consultant to the Assets, and Buyer shall seek and obtain Seller’s prior consent (which shall not be unreasonably withheld) before either Buyer or Buyer’s consultant enters the Assets; (iv) Buyer shall provide Seller a copy of any Phase I reports affecting the Assets promptly after Buyer’s receipt of the same; (v) Buyer and/or its consultant shall perform all such work in a safe and workmanlike manner, shall manner and so as to not unreasonably interfere with Seller’s Sellers’ operations, and shall (ii) comply with all Laws of applicable Governmental Authorities; (vi) Seller Laws, rules, and regulations applicable to the work. Sellers shall use commercially reasonable efforts have the right to obtain any third party consents that are required in order to perform any work comprising Buyerhave a representative or representatives accompany Xxxxx and Xxxxx’s Environmental Consultant at all times during Xxxxx’s Environmental Review; and (vii) . With respect to any samples taken in connection with Xxxxx’s Environmental Review, Buyer shall, upon the request of any Seller’s representative, take split samples, providing one of each such sample, properly labeled and identified, to Sellers. Buyer hereby agrees to release and release, defend, indemnify, indemnify and hold harmless Seller and Seller’s Representatives Sellers from and against all Claims made by (claims, losses, damages, costs, expenses, causes of action and judgments of any kind or attributable to the acts or omissions of) Buyer or Buyer’s Representatives character (INCLUDING THOSE RESULTING FROM THE ANY SELLER’S SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY) ARISING OUT OF OR RELATING TO BUYER’S ENVIRONMENTAL REVIEW, EXCEPTING ONLY LIABILITIES ACTUALLY RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE SELLERS OR THEIR REPRESENTATIVES. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, NEITHER BUYER NOR BUYER’S ENVIRONMENTAL CONSULTANT SHALL HAVE ACCESS TO, OR SHALL BE PERMITTED TO CONDUCT, ANY ENVIRONMENTAL DUE DILIGENCE (BUT INCLUDING ANY PHASE I ENVIRONMENTAL SITE ASSESSMENTS) WITH RESPECT TO ANY ASSET WHERE SELLERS DO NOT WILLFUL MISCONDUCT), STRICT LIABILITY OR OTHER LEGAL FAULT OF SELLER OR ANY OF SELLER’S REPRESENTATIVES) arising out of or relating to Buyer’s Environmental Review. The release and indemnity provisions of this Section 4.09 shall survive termination or Closing of this Agreement notwithstanding anything to the contrary provided for in this AgreementHAVE THE AUTHORITY TO GRANT ACCESS TO SUCH PERSONS FOR SUCH DUE DILIGENCE. (b) Unless otherwise required by applicable During the Examination Period, subject to the provisions below regarding Buyer’s right to request authorization to conduct Phase II Activity, Buyer’s inspection right with respect to the environmental condition of the Assets shall be limited to conducting a Phase I Environmental Site Assessment of the Assets and Buyer may conduct visual inspections and record reviews relating to the Assets, including their condition and compliance with Environmental Laws. “Phase I Environmental Site Assessment” means an environmental site assessment performed pursuant to the American Society for Testing and Materials E1527 - 05, or any similar non-invasive environmental assessment. Buyer shall not operate any equipment or conduct any testing or sampling of soil, groundwater or other materials (including any testing or sampling for Hazardous Substances, Hydrocarbons or NORM) (“Phase II Activity”). If, following the conduct of the Phase I Environmental Site Assessment, Buyer reasonably believes that any Phase II Activity is necessary for it to determine the existence and/or magnitude of an Environmental Defect, Buyer shall treat furnish to Sellers for their review a proposed scope of such Phase II Activity, including a reasonable description of such activity and a description of the approximate locations of any matters revealed sampling to be conducted. Following the receipt and review of such proposal by Xxxxxxx, Sellers shall elect, in their sole discretion, to permit or refuse to permit the conduct of any Phase II Activity by Buyer; provided, however, that if Sellers refuse to permit the conduct of the Phase II Activity, then the Assets with respect to which Xxxxx requested permission to conduct such Phase II Activity may, at Buyer’s Environmental Review option, be excluded from the Assets to be conveyed to Buyer at Closing and any environmental review provided by Seller to Buyer, including any analyses, compilations, studies, documents, reports, or data prepared or generated from such review, but excluding any public information (the “Environmental Information”), as confidential, and, except as provided below, Buyer shall not disclose any Environmental Information to any Governmental Authority, or, prior to Closing to any other third party without the prior written consent of Seller. Buyer may use the Environmental Information prior to Closing only in connection with the transactions contemplated by this Agreement. The Environmental Information Unadjusted Purchase Price shall be disclosed by Buyer to only those persons who need to know the Environmental Information for purposes of evaluating the transaction contemplated by this Agreement, and who agree to be bound adjusted downward by the terms Allocated Value of this Section 4.09. If Buyer or any third party to whom Buyer has provided any Environmental Information is requested, compelled, or required to disclose any of the Environmental Information prior to Closing, Buyer shall provide Seller with prompt notice sufficiently prior to any such disclosure so as to allow Seller to file for any protective order, or seek any other remedy, as it deems appropriate under the circumstances. If this Agreement is terminated prior to the Closing, upon Seller’s request Buyer shall deliver the Environmental Information, and all copies thereof and works based thereon, to Seller, which Environmental Information shall become the sole property of Seller. Upon request Buyer shall provide copies of the Environmental Information to Seller without charge. The terms and provisions of this Section 4.09(b) shall survive any termination of this Agreement, notwithstanding anything to the contraryAssets.

Environmental Review. From the date of this Agreement through the Notification Date Buyer may conduct an environmental assessment of the Assets, subject to the following: (a) Buyer shall have the right to conduct on-site inspections, including, but not limited to, Phase I testing or cause a consultant (but not Phase II testing“Buyer’s Environmental Consultant”) (as those terms are defined by the American Society for Testing and Materials) to conduct an environmental assessments review of the Assets, including, but not limited to, sampling and analysis of soil, air, surface water, groundwater and waste materials, Assets prior to the end expiration of the Notification Date Examination Period (“Buyer’s Environmental Review”) and Seller shall provide to Buyer a copy of any environmental review Seller has in its possession subject to the same terms of confidentiality subsequently set forth herein; (i) ). The cost and expense of Buyer’s Environmental Review Review, if any, shall be borne solely by Buyer; . Buyer shall (ii) All inspections must be coordinated through a designated representative of Seller who may accompany Buyer during the course of and shall cause Buyer’s inspection of the Assets; Environmental Consultant to): (iiii) Buyer shall give Seller notice not less than 48 hours before any visits by Buyer and/or its consultant to the Assets, and Buyer shall seek and obtain Seller’s prior consent (which shall not be unreasonably withheld) before either Buyer or Buyer’s consultant enters the Assets; (iv) Buyer shall provide Seller a copy of any Phase I reports affecting the Assets promptly after Buyer’s receipt of the same; (v) Buyer and/or its consultant shall perform all such work in a safe and workmanlike manner, shall manner and so as to not unreasonably interfere with Seller’s Sellers’ operations, and shall (ii) comply with all Laws of applicable Governmental Authorities; (vi) Seller Laws, rules, and regulations applicable to the work. Sellers shall use commercially reasonable efforts have the right to obtain any third party consents that are required in order to perform any work comprising have a representative or representatives accompany Buyer and Buyer’s Environmental Consultant at all times during Buyer’s Environmental Review; and (vii) . With respect to any samples taken in connection with Buyer’s Environmental Review, Buyer shall, upon the request of any Seller’s representative, take split samples, providing one of each such sample, properly labeled and identified, to Sellers. Buyer hereby agrees to release and release, defend, indemnify, indemnify and hold harmless Seller and Seller’s Representatives Sellers from and against all Claims made by (claims, losses, damages, costs, expenses, causes of action and judgments of any kind or attributable to the acts or omissions of) Buyer or Buyer’s Representatives character (INCLUDING THOSE RESULTING FROM THE ANY SELLER’S SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY) ARISING OUT OF OR RELATING TO BUYER’S ENVIRONMENTAL REVIEW, EXCEPTING ONLY LIABILITIES ACTUALLY RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE SELLERS OR THEIR REPRESENTATIVES. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, NEITHER BUYER NOR BUYER’S ENVIRONMENTAL CONSULTANT SHALL HAVE ACCESS TO, OR SHALL BE PERMITTED TO CONDUCT, ANY ENVIRONMENTAL DUE DILIGENCE (BUT INCLUDING ANY PHASE I ENVIRONMENTAL SITE ASSESSMENTS) WITH RESPECT TO ANY ASSET WHERE SELLERS DO NOT WILLFUL MISCONDUCT), STRICT LIABILITY OR OTHER LEGAL FAULT OF SELLER OR ANY OF SELLER’S REPRESENTATIVES) arising out of or relating to Buyer’s Environmental Review. The release and indemnity provisions of this Section 4.09 shall survive termination or Closing of this Agreement notwithstanding anything to the contrary provided for in this AgreementHAVE THE AUTHORITY TO GRANT ACCESS TO SUCH PERSONS FOR SUCH DUE DILIGENCE. (b) Unless otherwise required by applicable During the Examination Period, subject to the provisions below regarding Buyer’s right to request authorization to conduct Phase II Activity, Buyer’s inspection right with respect to the environmental condition of the Assets shall be limited to conducting a Phase I Environmental Site Assessment of the Assets and Buyer may conduct visual inspections and record reviews relating to the Assets, including their condition and compliance with Environmental Laws. “Phase I Environmental Site Assessment” means an environmental site assessment performed pursuant to the American Society for Testing and Materials E1527 - 05, or any similar non-invasive environmental assessment. Buyer shall not operate any equipment or conduct any testing or sampling of soil, groundwater or other materials (including any testing or sampling for Hazardous Substances, Hydrocarbons or NORM) (“Phase II Activity”). If, following the conduct of the Phase I Environmental Site Assessment, Buyer reasonably believes that any Phase II Activity is necessary for it to determine the existence and/or magnitude of an Environmental Defect, Buyer shall treat furnish to Sellers for their review a proposed scope of such Phase II Activity, including a reasonable description of such activity and a description of the approximate locations of any matters revealed sampling to be conducted. Following the receipt and review of such proposal by Sellers, Sellers shall elect, in their sole discretion, to permit or refuse to permit the conduct of any Phase II Activity by Buyer; provided, however, that if Sellers refuse to permit the conduct of the Phase II Activity, then the Assets with respect to which Buyer requested permission to conduct such Phase II Activity may, at Buyer’s Environmental Review option, be excluded from the Assets to be conveyed to Buyer at Closing and any environmental review provided by Seller to Buyer, including any analyses, compilations, studies, documents, reports, or data prepared or generated from such review, but excluding any public information (the “Environmental Information”), as confidential, and, except as provided below, Buyer shall not disclose any Environmental Information to any Governmental Authority, or, prior to Closing to any other third party without the prior written consent of Seller. Buyer may use the Environmental Information prior to Closing only in connection with the transactions contemplated by this Agreement. The Environmental Information Unadjusted Purchase Price shall be disclosed by Buyer to only those persons who need to know the Environmental Information for purposes of evaluating the transaction contemplated by this Agreement, and who agree to be bound adjusted downward by the terms Allocated Value of this Section 4.09. If Buyer or any third party to whom Buyer has provided any Environmental Information is requested, compelled, or required to disclose any of the Environmental Information prior to Closing, Buyer shall provide Seller with prompt notice sufficiently prior to any such disclosure so as to allow Seller to file for any protective order, or seek any other remedy, as it deems appropriate under the circumstances. If this Agreement is terminated prior to the Closing, upon Seller’s request Buyer shall deliver the Environmental Information, and all copies thereof and works based thereon, to Seller, which Environmental Information shall become the sole property of Seller. Upon request Buyer shall provide copies of the Environmental Information to Seller without charge. The terms and provisions of this Section 4.09(b) shall survive any termination of this Agreement, notwithstanding anything to the contraryAssets.

Environmental Review. From the date of this Agreement through the Notification Date Buyer may conduct an environmental assessment of the AssetsAssets prior to the expiration of the Title Claim Date, subject to the following: (a) Buyer shall have the right to conduct on-site inspections, including, but not limited to, a Phase I testing (but not Phase II testing) (as those terms are that term is defined by the American Society for Testing and Materials) environmental assessments review of the Assets, including, but not limited to, sampling and analysis of soil, air, surface water, groundwater and waste materials, Assets prior to the end expiration of the Notification Date Examination Period (“"Buyer’s 's Environmental Review”") and Seller shall provide to Buyer a copy of any environmental review Seller has in its possession subject to the same terms of confidentiality subsequently set forth herein; (i) The cost and expense of Buyer’s 's Environmental Review shall be borne solely by Buyer; (ii) All inspections must be coordinated through a designated representative of Seller who may accompany Buyer during the course of Buyer’s 's inspection of the Assets; (iii) All environmental assessments shall be conducted by an independent environmental consultant engaged by Buyer at Buyer's expense; (iv) Buyer shall give Seller notice not more than seven (7) days and not less than 48 forty-eight (48) hours before any visits by Buyer and/or its consultant to the Assets, and Buyer shall seek and obtain Seller’s 's prior consent (which shall not be unreasonably withheld) before either Buyer it or Buyer’s its consultant enters the Assets; (ivv) Buyer shall provide Seller a copy of any the Phase I reports report affecting the Assets promptly after Buyer’s 's receipt and review of the same; (vvi) Buyer and/or its consultant shall perform all such work in a safe and workmanlike manner, shall not unreasonably interfere with Seller’s 's operations, and shall comply with all Laws of applicable Governmental Authorities; (vivii) Seller Buyer shall use commercially reasonable efforts to obtain be solely responsible for obtaining any third party consents that are required in order to perform any work comprising Buyer’s 's Environmental Review, and Seller shall cooperate with Buyer in connection with Buyer's efforts to obtain each such third party consent; and (viiviii) Buyer hereby agrees to release and defend, indemnify, indemnify and hold harmless Seller and Seller’s 's Representatives from and against all Claims made by (or attributable to the acts or omissions of) Buyer or Buyer’s 's Representatives (INCLUDING THOSE RESULTING FROM THE SOLE, JOINT, OR CONCURRENT NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT), STRICT LIABILITY OR OTHER LEGAL FAULT OF A SELLER OR ANY OF SELLER’S 'S REPRESENTATIVES) arising out of or relating to Buyer’s 's Environmental Review. The release and indemnity provisions of this Section 4.09 shall survive termination or Closing of this Agreement notwithstanding anything to the contrary provided for in this Agreement. (b) Unless otherwise required by applicable Laws, Buyer shall treat any matters revealed by Buyer’s 's Environmental Review and any environmental review provided by Seller to Buyer, including any analyses, compilations, studies, documents, reports, reports or data prepared or generated from such review, but excluding any public information review (the “"Environmental Information”"), as confidential, and, except as provided below, Buyer shall not disclose any Environmental Information to any Governmental Authority, or, prior to Closing to any Authority or other third party without the prior written consent of Seller. Buyer may use the Environmental Information prior to Closing only in connection with the transactions contemplated by this Agreement. The Environmental Information shall be disclosed by Buyer to only those persons who need to know the Environmental Information for purposes of evaluating the transaction contemplated by this Agreement, and who agree to be bound by the terms of this Section 4.09. If Buyer or any third party to whom Buyer has provided any Environmental Information is requested, compelled, or required to disclose any of the Environmental Information prior to Closing, Buyer shall provide Seller with prompt notice sufficiently prior to any such disclosure so as to allow Seller to file for any protective order, or seek any other remedy, as it deems appropriate under the circumstances. If this Agreement is terminated prior to the Closing, upon Seller’s request Buyer shall deliver the Environmental Information, and all copies thereof and works based thereon, to Seller, which Environmental Information shall become the sole property of Seller. Upon request Buyer shall provide copies of the Environmental Information to Seller without charge. The terms and provisions of this Section 4.09(b) shall survive any termination of this Agreement, notwithstanding anything to the contrary.Section

Environmental Review. From the date of this Agreement through the Notification Date Buyer may conduct an environmental assessment of the Assets, subject to the following: (a) Buyer shall have the right to conduct on-site inspections, including, but not limited to, Phase I testing or cause a consultant reasonably acceptable to Seller (but not Phase II testing“Buyer's Environmental Consultant”) (as those terms are defined by the American Society for Testing and Materials) to conduct an environmental assessments review of the Assets, including, but not limited to, sampling and analysis of soil, air, surface water, groundwater and waste materials, Assets prior to the end expiration of the Notification Date Examination Period (“Buyer’s 's Environmental Review”) and Seller shall provide to Buyer a copy of any environmental review Seller has in its possession subject to the same terms of confidentiality subsequently set forth herein; (i) ). The cost and expense of Buyer’s 's Environmental Review Review, if any, shall be borne solely by Buyer; (ii) All inspections must . The scope of work comprising Buyer's Environmental Review shall be coordinated through limited to a designated representative of Seller who Phase I review and otherwise as may accompany Buyer during the course of Buyer’s inspection of the Assets; (iii) Buyer shall give Seller notice not less than 48 hours before any visits be agreed by Buyer and/or its consultant and Seller prior to commencement. The Environmental Review shall not include any intrusive test or procedure without the Assetsprior written consent of Seller, and Buyer shall seek and obtain Seller’s prior which consent (which shall will not be unreasonably withheld. Buyer shall, and shall cause Buyer's Environmental Consultant to, (i) consult with Seller before either Buyer or conducting any work comprising Buyer’s consultant enters the Assets; 's Environmental Review, (ivii) Buyer shall provide Seller a copy of any Phase I reports affecting the Assets promptly after Buyer’s receipt of the same; (v) Buyer and/or its consultant shall perform all such work in a safe and workmanlike manner, shall manner and so as to not unreasonably interfere with Seller’s operations, the operation of the Assets and shall (iii) comply with all Laws of applicable Governmental Authorities; (vi) Seller Law. Buyer shall use commercially reasonable efforts to obtain be solely responsible for obtaining any third party consents from a Third Party that are required in order to perform any work comprising Buyer’s 's Environmental Review; and (vii) , and Buyer hereby agrees shall consult with Seller prior to release requesting each such consent. Seller shall have the right to have a representative or representatives accompany Buyer and Buyer's Environmental Consultant at all times during Buyer's Environmental Review. With respect to any samples taken in connection with Buyer's Environmental Review, Buyer shall take split samples, providing one of each such sample, properly labeled and identified, to Seller without charge. Buyer releases, and shall defend, indemnify, indemnify and hold harmless harmless, Seller and Seller’s Representatives Indemnitees from and against all Claims made by (claims, losses, damages, costs, expenses, causes of action and judgments of any kind or attributable to the acts or omissions of) Buyer or Buyer’s Representatives character (INCLUDING THOSE RESULTING FROM THE SELLER'S SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE (OR STRICT LIABILITY, BUT NOT SPECIFICALLY EXCLUDING THOSE RESULTING FROM SELLER'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT), STRICT LIABILITY OR OTHER LEGAL FAULT OF SELLER OR ANY OF SELLER’S REPRESENTATIVES) arising out of or relating to Buyer’s 's Environmental Review. The release indemnity and indemnity provisions of this Section 4.09 other obligations set forth in the immediately preceding sentence shall survive the Closing or termination or Closing of this Agreement notwithstanding anything to the contrary provided for in this Agreement. (b) Unless otherwise required by applicable LawsLaw, Buyer shall, and shall cause Buyer's Environmental Consultant to, treat confidentially any matters revealed by Buyer’s 's Environmental Review and any environmental review provided by Seller to Buyer, including any analyses, compilations, studies, documents, reports, reports or data prepared or generated from such review, but excluding any public information review (the “Environmental Information”), as confidential, and, except as provided below, and Buyer shall not not, and shall cause Buyer's Environmental Consultant to not, disclose any Environmental Information to any Governmental Authority, or, prior to Closing to any Authority or other third party Third Party without the prior written consent of Seller. Buyer may use the Environmental Information prior to Closing only in connection with the transactions contemplated by this Agreement. The If Buyer, Buyer's Environmental Information shall be disclosed by Buyer to only those persons who need to know the Environmental Information for purposes of evaluating the transaction contemplated by this Agreement, and who agree to be bound by the terms of this Section 4.09. If Buyer Consultant or any third party Third Party to whom which Buyer has provided any Environmental Information is requested, compelled, or required become legally compelled to disclose any of the Environmental Information prior to ClosingInformation, Buyer shall provide Seller with prompt notice sufficiently prior to any such disclosure so as to allow Seller to file for any protective order, order or seek any other remedy, as it Seller deems appropriate under the circumstances. Buyer shall provide to Seller copies of any Environmental Information generated by Buyer or Buyer's Environmental Consultant promptly after Buyer's receipt thereof. If this Agreement is terminated prior to the Closing, upon Seller’s request Buyer shall promptly deliver the Environmental Information, and all copies thereof and works based thereon, Information to Seller, which Environmental Information shall become the sole property of Seller. Upon request Buyer shall provide copies of the Environmental Information to Seller without charge. The terms confidentiality and provisions of other obligations set forth in this Section 4.09(b) paragraph shall survive any the termination of this Agreement, notwithstanding anything to the contrary.

Environmental Review. From the date of this Agreement through the Notification Date Buyer may conduct an environmental assessment of the Assets, subject to the following: (a) Buyer shall have the right to conduct on-site inspections, including, but not limited to, Phase I testing or cause a consultant (but not Phase II testing“Buyer’s Environmental Consultant”) to conduct an environmental review of the Assets and Seller’s records pertaining to the Assets (as those terms are defined by the American Society for Testing and Materialsset forth in Section 3.01) environmental assessments of the Assets, including, but not limited to, sampling and analysis of soil, air, surface water, groundwater and waste materials, prior to the end expiration of the Notification Date Examination Period (“Buyer’s Environmental Review”) and Seller shall provide to Buyer a copy of any environmental review Seller has in its possession subject to the same terms of confidentiality subsequently set forth herein; (i) ). The cost and expense of Buyer’s Environmental Review Review, if any, shall be borne solely by Buyer; . The scope of work comprising Buyer’s Environmental Review shall not include any intrusive test or procedure without the prior written consent of Seller. Buyer shall (and shall cause Buyer’s Environmental Consultant to): (i) consult with Seller before conducting any work comprising Buyer’s Environmental Review, (ii) All inspections must be coordinated through a designated representative of Seller who may accompany Buyer during the course of Buyer’s inspection of the Assets; (iii) Buyer shall give Seller notice not less than 48 hours before any visits by Buyer and/or its consultant to the Assets, and Buyer shall seek and obtain Seller’s prior consent (which shall not be unreasonably withheld) before either Buyer or Buyer’s consultant enters the Assets; (iv) Buyer shall provide Seller a copy of any Phase I reports affecting the Assets promptly after Buyer’s receipt of the same; (v) Buyer and/or its consultant shall perform all such work in a safe and workmanlike manner, shall manner and so as to not unreasonably interfere with Seller’s operations, operations and shall (iii) comply with all Laws of applicable Governmental Authorities; (vi) laws, rules, and regulations. Seller shall use commercially reasonable efforts to obtain any third party Third Party consents that are required and otherwise cooperate with Buyer in order to perform any work comprising Buyer’s Environmental Review; and (vii) Buyer hereby agrees to release and defend, indemnify, and hold harmless Seller and Seller’s Representatives from and against all Claims made by (or attributable to the acts or omissions of) Buyer or Buyer’s Representatives (INCLUDING THOSE RESULTING FROM THE SOLE, JOINT, OR CONCURRENT NEGLIGENCE (BUT NOT WILLFUL MISCONDUCT), STRICT LIABILITY OR OTHER LEGAL FAULT OF SELLER OR ANY OF SELLER’S REPRESENTATIVES) arising out of or relating to Buyer’s Environmental Review. The release and indemnity provisions of this Section 4.09 shall survive termination or Closing of this Agreement notwithstanding anything to the contrary provided for in this Agreement. (b) Unless otherwise required by applicable Laws, Buyer shall treat any matters revealed by conducting Buyer’s Environmental Review and any environmental review provided by activities related thereto. Seller shall have the right to have a representative or representatives accompany Buyer and Buyer, including ’s Environmental Consultant at all times during Buyer’s Environmental Review. With respect to any analyses, compilations, studies, documents, reports, or data prepared or generated from such review, but excluding any public information (the “samples taken in connection with Buyer’s Environmental Information”), as confidential, and, except as provided belowReview, Buyer shall not disclose any Environmental Information to any Governmental Authoritytake split samples, orproviding one of each such sample, prior to Closing to any other third party without the prior written consent of Seller. Buyer may use the Environmental Information prior to Closing only in connection with the transactions contemplated by this Agreement. The Environmental Information shall be disclosed by Buyer to only those persons who need to know the Environmental Information for purposes of evaluating the transaction contemplated by this Agreement, properly labeled and who agree to be bound by the terms of this Section 4.09. If Buyer or any third party to whom Buyer has provided any Environmental Information is requested, compelled, or required to disclose any of the Environmental Information prior to Closing, Buyer shall provide Seller with prompt notice sufficiently prior to any such disclosure so as to allow Seller to file for any protective order, or seek any other remedy, as it deems appropriate under the circumstances. If this Agreement is terminated prior to the Closing, upon Seller’s request Buyer shall deliver the Environmental Information, and all copies thereof and works based thereonidentified, to Seller, which Environmental Information . The Parties shall become execute a “common undertaking” letter regarding the sole property of Seller. Upon request Buyer shall provide copies of confidentiality for the Environmental Information Review where appropriate. Buyer hereby agrees to release, defend, indemnify and hold harmless Seller without charge. The terms from and provisions against all claims, losses, damages, costs, expenses, causes of this Section 4.09(baction and judgments of any kind or character (INCLUDING THOSE RESULTING FROM SELLER’S SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY) shall survive any termination of this Agreement, notwithstanding anything to the contrary.extent arising out of Buyer’s Environmental Review. Buyer hereby covenants and agrees that

Environmental Review. From the date of this Agreement through the Notification Date Buyer may conduct an environmental assessment of the Assets, subject to the following: (a) Buyer shall have the right to conduct on-site inspections, including, but not limited to, Phase I testing or cause a consultant reasonably acceptable to the Sellers (but not Phase II testing“Buyer’s Environmental Consultant”) (as those terms are defined by the American Society for Testing and Materials) to conduct an environmental assessments review of the Assets, including, but not limited to, sampling and analysis of soil, air, surface water, groundwater and waste materials, Assets prior to the end expiration of the Notification Date Examination Period (“Buyer’s Environmental Review”) and Seller shall provide to Buyer a copy of any environmental review Seller has in its possession subject to the same terms of confidentiality subsequently set forth herein; (i) ). The cost cost, risk and expense of Buyer’s Environmental Review Review, if any, shall be borne solely by Buyer; (ii) All inspections must be coordinated through a designated representative . The scope of Seller who may accompany Buyer during the course of work comprising Buyer’s inspection Environmental Review shall be limited to a Phase I review and otherwise as may be agreed by Buyer and the Sellers prior to commencement. The Environmental Review shall not include any intrusive test, sampling, boring, or similar procedure without the prior written consent of the Assets; (iii) Buyer shall give Seller notice not less than 48 hours before any visits by Buyer and/or its consultant to the AssetsSellers, and Buyer shall seek and obtain Seller’s prior which consent (which shall not be unreasonably withheld) before either Buyer , conditioned or delayed. Any such Purchase Price reductions shall count toward Buyer’s consultant enters the Assets; (iv) termination threshold under Section 13.01(f). Buyer shall, and shall provide Seller a copy of any Phase I reports affecting the Assets promptly after cause Buyer’s receipt of Environmental Consultant to, (i) consult with the same; Sellers before physically entering any Easement or Real Property to conduct any work comprising Buyer’s Environmental Review, (vii) Buyer and/or its consultant shall perform all such work in a safe and workmanlike manner, shall manner and so as to not unreasonably interfere with Seller’s operations, the operation of the Assets and shall (iii) comply with all Laws of applicable Governmental Authorities; (vi) Seller Laws. Buyer shall use commercially reasonable efforts to obtain be solely responsible for obtaining any third party consents from a Third Party that are required in order to perform any work comprising Buyer’s Environmental Review; and (vii) , and the Sellers shall use commercially reasonable efforts to assist Buyer hereby agrees in obtaining any such consents. The Sellers shall have the right to release have a representative or representatives accompany Buyer and Buyer’s Environmental Consultant at all times during Buyer’s Environmental Review. With respect to any samples taken in connection with Buyer’s Environmental Review, the Sellers shall have the right to request split samples, at the Sellers expense. Buyer releases, and shall defend, indemnify, indemnify and hold harmless Seller and Seller’s Representatives harmless, Sellers’ Indemnitees from and against all Claims made by Losses (or attributable to the acts or omissions of) Buyer or Buyer’s Representatives (INCLUDING THOSE RESULTING FROM REGARDLESS OF WHETHER CAUSED OR CONTRIBUTED TO BY THE SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT), STRICT LIABILITY OR OTHER LEGAL FAULT ) OF SELLER OR ANY OF SELLER’S REPRESENTATIVESSELLERS’ INDEMNITEES) arising out of of, related to, or relating to caused by Buyer’s Environmental Review. The release and indemnity provisions of this Section 4.09 shall survive termination or Closing of this Agreement notwithstanding anything to the contrary provided for in this Agreement. (b) Unless otherwise required by applicable LawsLaw, Buyer shall, and shall cause Buyer’s Environmental Consultant to, treat confidentially any matters revealed by Buyer’s Environmental Review and any environmental review provided by Seller to Buyer, including any analyses, compilations, studies, documents, reports, reports or data prepared or generated from such review, but excluding any public information review (the “Environmental Information”), as confidential, and, except as provided below, and Buyer shall not not, and shall cause Buyer’s Environmental Consultant to not, disclose any Environmental Information to any Governmental AuthorityAuthority or other Third Party, orother than Third Parties involved in the transaction, prior to Closing to any other third party without the prior written consent of Sellerthe Sellers. Buyer may use the Environmental Information prior to Closing only in connection with the transactions contemplated by this Agreement. The Environmental Information shall be disclosed by Buyer , which use may include disclosure to only those persons who need to know the Environmental Information for purposes of evaluating the transaction contemplated by this AgreementBuyer’s advisors, prospective lenders or investors, and who agree to be bound by the terms of this Section 4.09prospective insurers. If Buyer Buyer, Buyer’s Environmental Consultant or any third party Third Party to whom which Buyer has provided any Environmental Information is requested, compelled, or required become legally compelled to disclose any of the Environmental Information prior to ClosingInformation, Buyer shall provide Seller the Sellers with prompt notice sufficiently prior to any such disclosure so as to allow Seller the Sellers to file for any protective order, order or seek any other remedy, as it deems the Sellers deem appropriate under the circumstances. If this Agreement is terminated prior to the Closing, upon Seller’s request Buyer shall deliver the Environmental Information, and all copies thereof and works based thereon, Information to Sellerthe Sellers, which Environmental Information shall become the sole property of Sellerthe Sellers without charge. (c) Upon completion of Buyer’s Environmental Review, Buyer shall, at its sole cost and expense and without any cost or expense to Sellers’ Indemnitees (i) repair all damage done to the Assets in connection with any Buyer’s Environmental Review, (ii) restore the Assets to the same or better condition in existence prior to commencement of any Buyer’s Environmental Review, and (iii) remove all equipment, tools or other property brought onto the Assets in connection with any Buyer’s Environmental Review. Any disturbance to the Assets (including the real property associated with such Assets) resulting from Buyer’s Environmental Review will be promptly corrected by Buyer. (d) During all periods that Buyer, or any of Buyer’s representatives are physically on-site the Assets (including for purposes of Buyer’s due diligence review described in Section 4.01), Buyer shall maintain, or cause its representatives to maintain, at Buyer or its representative’s sole expense and with insurers reasonably satisfactory to the Sellers, policies of insurance of the types and in the amounts reasonably requested by the Sellers. Upon request by the Sellers, Buyer shall provide copies evidence of the Environmental Information to Seller without charge. The terms and provisions of this Section 4.09(b) shall survive any termination of this Agreement, notwithstanding anything such insurance to the contrarySellers prior to entering upon the Assets.

Environmental Review. From the date of this Agreement through the Notification Date Buyer may conduct an environmental assessment of the AssetsAssets prior to the expiration of the Examination Period, subject to the following: (a) Buyer shall have the right to conduct on-site inspections, including, but not limited to, a Phase I testing (but not Phase II testing) (as those terms are that term is defined by the American Society for Testing and Materials) environmental assessments review of the Assets, including, but not limited to, sampling and analysis of soil, air, surface water, groundwater and waste materials, Assets prior to the end expiration of the Notification Date Examination Period (“Buyer’s Environmental Review”) and Seller shall provide to Buyer a copy of any environmental review Seller has in its possession subject to the same terms of confidentiality subsequently set forth herein; (i) The cost and expense of Buyer’s Environmental Review shall be borne solely by Buyer; (ii) All inspections must be coordinated through a designated representative of Seller who may accompany Buyer during the course of Buyer’s inspection of the Assets; (iii) All environmental assessments shall be conducted by an independent environmental consultant engaged by Buyer at Buyer’s expense; (iv) Buyer shall give Seller notice not more than seven (7) days and not less than 48 forty eight (48) hours before any visits by Buyer and/or its consultant to the Assets, and Buyer shall seek and obtain Seller’s prior consent (which shall not be unreasonably withheld) before either Buyer it or Buyer’s its consultant enters the Assets; (ivv) Buyer shall provide Seller a copy of any the Phase I reports report affecting the Assets promptly after Buyer’s receipt of the same; (vvi) Buyer shall give Seller prompt written notice and obtain Seller’s prior written consent (not to be unreasonably withheld) if Buyer desires to conduct a Phase II (as that term is defined by the American Society for Testing and Materials) study based on the recommendations of Buyer’s independent environmental consultant (acting reasonably) with respect to the Assets. With respect to any samples taken in connection with Buyer’s Environmental Review, Buyer shall take split samples, providing one of each such sample, properly labeled and identified, to Seller; (vii) Buyer and/or its consultant shall perform all such work in a safe and workmanlike manner, shall not unreasonably interfere with Seller’s operations, and shall comply with all Laws of applicable Governmental Authorities; (viviii) Seller Buyer shall use commercially reasonable efforts to obtain be solely responsible for obtaining any third party consents that are required in order to perform any work comprising Buyer’s Environmental Review, and Buyer shall consult with Seller prior to requesting each such third party consent; and (viiix) Buyer hereby agrees to release and defend, indemnify, indemnify and hold harmless Seller and Seller’s Representatives from and against all Claims made by (or attributable to the acts or omissions of) Buyer or Buyer’s Representatives (INCLUDING THOSE RESULTING FROM THE SOLE, JOINT, OR CONCURRENT NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT), STRICT LIABILITY OR OTHER LEGAL FAULT OF SELLER OR ANY OF SELLER’S REPRESENTATIVES) arising out of or relating to Buyer’s Environmental Review. The release and indemnity provisions of this Section 4.09 4.10 shall survive termination or Closing of this Agreement notwithstanding anything to the contrary provided for in this Agreement. (b) Unless otherwise required by applicable Laws, Buyer shall treat any matters revealed by Buyer’s Environmental Review and any environmental review provided by Seller to Buyer, including any analyses, compilations, studies, documents, reports, reports or data prepared or generated from such review, but excluding any public information review (the “Environmental Information”), as confidential, and, except as provided below, and Buyer shall not disclose any Environmental Information to any Governmental Authority, or, prior to Closing to any Authority or other third party without the prior written consent of Seller. Buyer may use the Environmental Information prior to Closing only in connection with the transactions contemplated by this Agreement. The Environmental Information shall be disclosed by Buyer to only those persons who need to know the Environmental Information for purposes of evaluating the transaction contemplated by this Agreement, and who agree to be bound by the terms of this Section 4.094.10. If Buyer or any third party to whom Buyer has provided any Environmental Information is requested, compelled, compelled or required to disclose any of the Environmental Information prior to ClosingInformation, Buyer shall provide Seller with prompt notice sufficiently prior to any such disclosure so as to allow Seller to file for any protective order, or seek any other remedy, as it deems appropriate under the circumstances. If this Agreement is terminated prior to the Closing, upon Seller’s request Buyer shall deliver the Environmental Information, and all copies thereof and works based thereon, to Seller, which Environmental Information shall become the sole property of Seller. Upon request Buyer shall provide copies of the Environmental Information to Seller without charge. The terms and provisions of this Section 4.09(b4.10(b) shall survive any such termination of this Agreement, notwithstanding anything to the contrary.

Environmental Review. From the date of this Agreement through the Notification Date Buyer may conduct an environmental assessment of the Assets, subject to the following: (a) Buyer shall have the right to conduct on-site inspections, including, but not limited to, Phase I testing or cause a consultant (but not Phase II testing“Buyer’s Environmental Consultant”) (as those terms are defined by the American Society for Testing and Materials) to conduct an environmental assessments review of the Assets, including, but not limited to, sampling and analysis of soil, air, surface water, groundwater and waste materials, Assets prior to the end expiration of the Notification Date Examination Period (“Buyer’s Environmental Review”) and Seller shall provide to Buyer a copy of any environmental review Seller has in its possession subject to the same terms of confidentiality subsequently set forth herein; (i) ). The cost and expense of Xxxxx’s Environmental Review, if any, shall be borne solely by Xxxxx. The scope of work comprising Buyer’s Environmental Review shall be borne solely limited to that mutually agreed by Buyer and Sellers prior to commencement thereof and shall not include any intrusive test or procedure without the prior consent of Sellers; provided, however, that if Sellers refuse to promptly grant consent for any reasonably requested intrusive test or procedure, Buyer may elect to remove the affected Assets from this Agreement, with a downward adjustment to the Purchase Price in an amount corresponding to the Allocated Value for the affected Asset. Buyer shall (and shall cause Buyer; ’s Environmental Consultant to): (i) consult with Sellers before conducting any work comprising Buyer’s Environmental Review, (ii) All inspections must be coordinated through a designated representative of Seller who may accompany Buyer during the course of Buyer’s inspection of the Assets; (iii) Buyer shall give Seller notice not less than 48 hours before any visits by Buyer and/or its consultant to the Assets, and Buyer shall seek and obtain Seller’s prior consent (which shall not be unreasonably withheld) before either Buyer or Buyer’s consultant enters the Assets; (iv) Buyer shall provide Seller a copy of any Phase I reports affecting the Assets promptly after Buyer’s receipt of the same; (v) Buyer and/or its consultant shall perform all such work in a safe and workmanlike manner, shall manner and so as to not unreasonably interfere with Seller’s Sellers’ operations, and shall (iii) comply with all Laws of applicable Governmental Authorities; (vi) Seller laws, rules, and regulations. Sellers shall use commercially reasonable efforts have the right to obtain any third party consents that are required in order to perform any work comprising Buyerhave a representative or representatives accompany Xxxxx and Xxxxx’s Environmental Consultant at all times during Xxxxx’s Environmental Review; and (vii) . With respect to any samples taken in connection with Xxxxx’s Environmental Review, Buyer shall take split samples, providing one of each such sample, properly labeled and identified, to Sellers. Buyer hereby agrees to release and release, defend, indemnify, indemnify and hold harmless Seller and Seller’s Representatives Sellers from and against all Claims made by (claims, losses, damages, costs, expenses, causes of action and judgments of any kind or attributable to the acts or omissions of) Buyer or Buyer’s Representatives character (INCLUDING THOSE RESULTING FROM THE EITHER SELLER’S SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE (BUT NOT WILLFUL MISCONDUCT), OR STRICT LIABILITY OR OTHER LEGAL FAULT OF SELLER OR ANY OF SELLER’S REPRESENTATIVESLIABILITY) arising out of or relating to Buyer’s Environmental Review. The release and indemnity provisions of this Section 4.09 shall survive termination or Closing of this Agreement notwithstanding anything to the contrary provided for in this Agreement. (b) Unless otherwise required by applicable Lawslaw, Buyer shall (and shall cause Buyer’s Environmental Consultant to) treat confidentially any matters revealed by BuyerXxxxx’s Environmental Review and any environmental review provided by Seller to Buyer, including any analyses, compilations, studies, documents, reports, reports or data prepared or generated from such review, but excluding any public information review (the “Environmental Information”), as confidential, and, except as provided below, and Buyer shall not (and shall cause Buyer’s Environmental Consultant to not) disclose any Environmental Information to any Governmental Authority, or, prior to Closing to any Authority or other third party Third Party without the prior written consent of SellerSellers. Unless otherwise required by law, Buyer may use the Environmental Information prior to Closing only in connection with the transactions contemplated by this Agreement. The If Xxxxx, Xxxxx’s Environmental Information shall be disclosed by Buyer to only those persons who need to know the Environmental Information for purposes of evaluating the transaction contemplated by this AgreementConsultant, and who agree to be bound by the terms of this Section 4.09. If Buyer or any third party Third Party to whom Buyer Xxxxx has provided any Environmental Information is requested, compelled, or required becomes legally compelled to disclose any of the Environmental Information prior to ClosingInformation, Buyer shall provide Seller Sellers with prompt notice sufficiently prior to any such disclosure (to the extent permitted by applicable law) so as to allow Seller Sellers to file for any protective order, or seek any other remedy, as it deems appropriate under the circumstances. At the request of either Seller, Buyer shall provide copies of the Environmental Information to Sellers without charge as soon as practicable after Xxxxx receives the Environmental Information. If this Agreement is terminated prior to the Closing, upon Seller’s (i) at the request of either Seller Buyer shall deliver any Environmental Information to Sellers that has not been previously delivered to Sellers and (ii) all of the Environmental Information, and all copies thereof and works based thereon, Information delivered to Seller, which Environmental Information Sellers shall become the sole property of Seller. Upon request Buyer shall provide copies of the Environmental Information to Seller without charge. The terms and provisions of this Section 4.09(b) shall survive any termination of this Agreement, notwithstanding anything to the contrarySellers.

Environmental Review. From the date of this Agreement through the Notification Date Buyer may conduct an environmental assessment of the Assets, subject to the following: (a) Buyer shall have the right to conduct on-site inspections, including, but not limited to, Phase I testing or cause a consultant (but not Phase II testing“Buyer’s Environmental Consultant”) to conduct an environmental review of the Assets and Seller’s records pertaining to the Assets (as those terms are defined by the American Society for Testing and Materialsset forth in Section 3.01) environmental assessments of the Assets, including, but not limited to, sampling and analysis of soil, air, surface water, groundwater and waste materials, prior to the end expiration of the Notification Date Examination Period (“Buyer’s Environmental Review”) and Seller shall provide to Buyer a copy of any environmental review Seller has in its possession subject to the same terms of confidentiality subsequently set forth herein; (i) ). The cost and expense of Buyer’s Environmental Review Review, if any, shall be borne solely by Buyer; . The scope of work comprising Buyer’s Environmental Review shall not include any intrusive test or procedure without the prior written consent of Seller. Buyer shall (and shall cause Buyer’s Environmental Consultant to): (i) consult with Seller before conducting any work comprising Buyer’s Environmental Review, (ii) All inspections must be coordinated through a designated representative of Seller who may accompany Buyer during the course of Buyer’s inspection of the Assets; (iii) Buyer shall give Seller notice not less than 48 hours before any visits by Buyer and/or its consultant to the Assets, and Buyer shall seek and obtain Seller’s prior consent (which shall not be unreasonably withheld) before either Buyer or Buyer’s consultant enters the Assets; (iv) Buyer shall provide Seller a copy of any Phase I reports affecting the Assets promptly after Buyer’s receipt of the same; (v) Buyer and/or its consultant shall perform all such work in a safe and workmanlike manner, shall manner and so as to not unreasonably interfere with Seller’s operations, operations and shall (iii) comply with all Laws of applicable Governmental Authorities; (vi) Seller laws, rules, and regulations. Buyer shall use commercially reasonable efforts to obtain be solely responsible for obtaining any third party Third Party consents that are required in order to perform any work comprising Buyer’s Environmental Review, and Buyer shall consult with Seller prior to requesting each such Third Party consent; and provided that Seller shall reasonably assist Buyer (viior Buyer’s Environmental Consultant) in obtaining any Third Party consents. Seller shall have the right to have a representative or representatives accompany Buyer and Buyer’s Environmental Consultant at all times during Buyer’s Environmental Review. With respect to any samples taken in connection with Buyer’s Environmental Review, Buyer shall take split samples, providing one of each such sample, properly labeled and identified, to Seller. The Parties shall execute a “common undertaking” letter regarding the confidentiality for the Environmental Review where appropriate. Buyer hereby agrees to release and release, defend, indemnify, indemnify and hold harmless Seller and Seller’s Representatives from and against all Claims made by (claims, losses, damages, costs, expenses, causes of action and judgments of any kind or attributable to the acts or omissions of) Buyer or Buyer’s Representatives character (INCLUDING THOSE RESULTING FROM THE SELLER’S SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE (BUT NOT WILLFUL MISCONDUCT), OR STRICT LIABILITY OR OTHER LEGAL FAULT OF SELLER OR ANY OF SELLER’S REPRESENTATIVESLIABILITY) to the extent arising out of or relating to Buyer’s Environmental Review. The release Buyer hereby covenants and indemnity provisions agrees that it will have at least $2,000,000 of this Section 4.09 shall survive termination or Closing of this Agreement notwithstanding anything general liability insurance to cover its indemnification hereunder prior to the contrary provided for in this Agreementcommencement of the Environmental Review. (b) Unless otherwise required by applicable Lawslaw, Buyer shall (and shall cause Buyer’s Environmental Consultant to) treat confidentially any matters revealed by Buyer’s Environmental Review and any environmental review provided by Seller to Buyer, including any analyses, compilations, studies, documents, reports, reports or data prepared or generated from such review, but excluding any public information review (the “Environmental Information”), as confidential, and, except as provided below, and Buyer shall not (and shall cause Buyer’s Environmental Consultant to not) disclose any Environmental Information to any Governmental Authority, or, prior to Closing to any Authority or other third party Third Party without the prior written consent of SellerSeller unless otherwise required by law. Unless otherwise required by law, prior to the Closing, Buyer may use the Environmental Information prior to Closing only in connection with the transactions contemplated by this Agreement. The If Buyer, Buyer’s Environmental Information shall be disclosed by Buyer to only those persons who need to know the Environmental Information for purposes of evaluating the transaction contemplated by this AgreementConsultant, and who agree to be bound by the terms of this Section 4.09. If Buyer or any third party Third Party to whom Buyer has provided any Environmental Information is requested, compelled, or required become legally compelled to disclose any of the Environmental Information prior to ClosingInformation, Buyer shall shall, as soon as reasonably practicable, provide Seller with prompt good faith notice sufficiently prior to any such disclosure so as to allow Seller to attempt to file for any protective order, or seek any other remedy, as it deems appropriate under the circumstances. If this Agreement is terminated prior to the Closing, upon Seller’s request Buyer shall deliver the Environmental Information, and all copies thereof and works based thereon, Information to Seller, which Environmental Information shall become the sole property of Seller. Upon request Buyer shall provide two (2) copies of the Environmental Information to Seller without charge. (c) Buyer acknowledges that the Assets have been used for exploration, development, and production of oil and gas and that there may be petroleum, produced water, wastes, or other substances or materials located in, on or under or associated with the Assets. Equipment and sites included in the Assets may contain asbestos, hazardous substances, or naturally occurring radioactive material (“NORM”). NORM may affix or attach itself to the inside of xxxxx, materials, and equipment as scale, or in other forms. The terms xxxxx, materials, and provisions equipment located on the Assets may contain NORM and other wastes or hazardous substances. NORM containing material and/or other wastes or hazardous substances may have come in contact with various environmental media, including without limitation, water, soils or sediment. Special procedures may be required for the assessment, remediation, removal, transportation, or disposal of this Section 4.09(b) shall survive any termination of this Agreementenvironmental media, notwithstanding anything to wastes, asbestos, hazardous substances and NORM from the contraryAssets.

Environmental Review. From the date of this Agreement through the Notification Date Buyer may conduct an environmental assessment of the Assets, subject to the following: (a) Buyer shall have the right to conduct on-site inspections, including, but not limited to, Phase I testing or cause a consultant (but not Phase II testing“Buyer’s Environmental Consultant”) (as those terms are defined by the American Society for Testing and Materials) to conduct an environmental assessments review of the Assets, including, but not limited to, sampling and analysis of soil, air, surface water, groundwater and waste materials, Assets prior to the end expiration of the Notification Date Examination Period (“Buyer’s Environmental Review”) and Seller shall provide to Buyer a copy of any environmental review Seller has in its possession subject to the same terms of confidentiality subsequently set forth herein; (i) ). The cost and expense of Buyer’s Environmental Review Review, if any, shall be borne solely by Buyer; . The scope of work comprising Buyer’s Environmental Review may include Phase I testing. More intrusive testing or procedures may not be conducted by Buyer without the prior consent of Seller. Provided, however, if Seller refuses any reasonable request by Buyer for more intrusive testing, Buyer may elect to have the affected Assets excluded from the transaction and the Purchase Price shall be reduced by the Allocated Value of the excluded Assets. Buyer shall (and shall cause Buyer’s Environmental Consultant to): (i) consult with Seller before conducting any work comprising Buyer’s Environmental Review, (ii) All inspections must be coordinated through a designated representative of Seller who may accompany Buyer during the course of Buyer’s inspection of the Assets; (iii) Buyer shall give Seller notice not less than 48 hours before any visits by Buyer and/or its consultant to the Assets, and Buyer shall seek and obtain Seller’s prior consent (which shall not be unreasonably withheld) before either Buyer or Buyer’s consultant enters the Assets; (iv) Buyer shall provide Seller a copy of any Phase I reports affecting the Assets promptly after Buyer’s receipt of the same; (v) Buyer and/or its consultant shall perform all such work in a safe and workmanlike manner, shall manner and so as to not unreasonably interfere with Seller’s operations, and shall (iii) comply with all Laws of applicable Governmental Authorities; (vi) laws, rules, and regulations. Seller shall use commercially reasonable efforts to obtain be solely responsible for obtaining any third party Third Party consents that are required in order to perform any work comprising Buyer’s Environmental Review; and (vii) , and Seller shall consult with Buyer prior to requesting each such Third Party consent. Seller shall have the right to have a representative or representatives accompany Buyer and Buyer’s Environmental Consultant at all times during Buyer’s Environmental Review. If any required consent is not obtained, Buyer may elect to have the affected Assets to be excluded from the transaction and the Purchase Price shall be reduced by the Allocated Value of the Excluded Assets. With respect to any samples taken in connection with Buyer’s Environmental Review, Buyer shall take split samples, providing one of each such sample, properly labeled and identified, to Seller. Buyer hereby agrees to release and release, defend, indemnify, indemnify and hold harmless Seller and Seller’s Representatives from and against all Claims made by (Claims, Losses, damages, costs, expenses, causes of action and judgments of any kind or attributable to the acts or omissions of) Buyer or Buyer’s Representatives (INCLUDING THOSE RESULTING FROM THE SOLE, JOINT, OR CONCURRENT NEGLIGENCE (BUT NOT WILLFUL MISCONDUCT), STRICT LIABILITY OR OTHER LEGAL FAULT OF SELLER OR ANY OF SELLER’S REPRESENTATIVES) character arising out of or relating to Buyer’s Environmental Review. The release and indemnity provisions of this Section 4.09 shall survive termination or Closing of this Agreement notwithstanding anything to the contrary provided for in this Agreement. (b) Unless otherwise required by applicable Lawslaw, Buyer shall (and shall cause Buyer’s Environmental Consultant to) treat confidentially any matters revealed by Buyer’s Environmental Review and any environmental review provided by Seller to Buyer, including any analyses, compilations, studies, documents, reports, reports or data prepared or generated from such review, but excluding any public information review (the “Environmental Information”), as confidential, and, except as provided below, and Buyer shall not (and shall cause Buyer’s Environmental Consultant not to) disclose any Environmental Information to any Governmental Authority, or, prior to Closing to any Authority or other third party Third Party without the prior written consent of Seller. Unless otherwise required by law, Buyer may use the Environmental Information prior to Closing only in connection with the transactions contemplated by this Agreement. The If Buyer, Buyer’s Environmental Information shall be disclosed by Buyer to only those persons who need to know the Environmental Information for purposes of evaluating the transaction contemplated by this AgreementConsultant, and who agree to be bound by the terms of this Section 4.09. If Buyer or any third party Third Party to whom Buyer has provided any Environmental Information is requested, compelled, or required become legally compelled to disclose any of the Environmental Information prior to ClosingInformation, Buyer shall provide Seller with prompt notice sufficiently prior to any such disclosure so as to allow Seller to file for any protective order, or seek any other remedy, as it deems appropriate under the circumstances. If this Agreement is terminated prior to the Closing, upon Seller’s request Buyer shall deliver the Environmental Information, and all copies thereof and works based thereon, Information to Seller, which Environmental Information shall become the sole property of Seller. Upon request Buyer shall provide one set of copies of the Environmental Information to Seller without charge. The terms and provisions of this Section 4.09(b) shall survive any termination of this Agreement, notwithstanding anything to the contrary.

Environmental Review. From the date of this Agreement through the Notification Date Buyer may conduct an environmental assessment of the Assets, subject to the following: (a) Buyer shall have the right to conduct on-site inspections, including, but not limited to, Phase I testing or cause a consultant reasonably acceptable to Seller (but not Phase II testing“Buyer's Environmental Consultant”) (as those terms are defined by the American Society for Testing and Materials) to conduct an environmental assessments review of the Assets, including, but not limited to, sampling and analysis of soil, air, surface water, groundwater and waste materials, Assets prior to the end expiration of the Notification Date Examination Period (“Buyer’s 's Environmental Review”) and Seller shall provide to Buyer a copy of any environmental review Seller has in its possession subject to the same terms of confidentiality subsequently set forth herein; (i) ). The cost and expense of Buyer’s 's Environmental Review Review, if any, shall be borne solely by Buyer; (ii) All inspections must . The scope of work comprising Buyer's Environmental Review shall be coordinated through limited to a designated representative of Seller who Phase I review and otherwise as may accompany Buyer during the course of Buyer’s inspection of the Assets; (iii) Buyer shall give Seller notice not less than 48 hours before any visits be agreed by Buyer and/or its consultant and Seller prior to commencement. The Environmental Review shall not include any intrusive test or procedure without the Assetsprior written consent of Seller, and Buyer shall seek and obtain Seller’s prior which consent (which shall will not be unreasonably withheld. Buyer shall, and shall cause Buyer's Environmental Consultant to, (i) consult with Seller before either Buyer or conducting any work comprising Buyer’s consultant enters the Assets; 's Environmental Review, (ivii) Buyer shall provide Seller a copy of any Phase I reports affecting the Assets promptly after Buyer’s receipt of the same; (v) Buyer and/or its consultant shall perform all such work in a safe and workmanlike manner, shall manner and so as to not unreasonably interfere with Seller’s operations, the operation of the Assets and shall (iii) comply with all Laws of applicable Governmental Authorities; (vi) Seller Law. Buyer shall use commercially reasonable efforts to obtain be solely responsible for obtaining any third party consents from a Third Party that are required in order to perform any work comprising Buyer’s 's Environmental Review; and (vii) , and Buyer hereby agrees shall consult with Seller prior to release requesting each such consent. Seller shall have the right to have a representative or representatives accompany Buyer and Buyer's Environmental Consultant at all times during Buyer's Environmental Review. With respect to any samples taken in connection with Buyer's Environmental Review, Buyer shall take split samples, providing one of each such sample, properly labeled and identified, to Seller without charge. Buyer releases, and shall defend, indemnify, indemnify and hold harmless harmless, Seller and Seller’s Representatives Indemnitees from and against all Claims made by (claims, losses, damages, costs, expenses, causes of action and judgments of any kind or attributable to the acts or omissions of) Buyer or Buyer’s Representatives character (INCLUDING THOSE RESULTING FROM THE SELLER'S SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE (OR STRICT LIABILITY, BUT NOT SPECIFICALLY EXCLUDING THOSE RESULTING FROM SELLER'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT), STRICT LIABILITY OR OTHER LEGAL FAULT OF SELLER OR ANY OF SELLER’S REPRESENTATIVES) arising out of or relating to Buyer’s 's Environmental Review. The release indemnity and indemnity provisions of this Section 4.09 other obligations set forth in the immediately preceding sentence shall survive the Closing or termination or Closing of this Agreement notwithstanding anything to the contrary provided for in this Agreement. (b) Unless otherwise required by applicable LawsLaw, Buyer shall, and shall cause Buyer's Environmental Consultant to, treat confidentially any matters revealed by Buyer’s 's Environmental Review and any environmental review provided by Seller to Buyer, including any analyses, compilations, studies, documents, reports, reports or data prepared or generated from such review, but excluding any public information review (the “Environmental Information”), as confidential, and, except as provided below, and Buyer shall not not, and shall cause Buyer's Environmental Consultant to not, disclose any Environmental Information to any Governmental Authority, or, prior to Closing to any Authority or other third party Third Party without the prior written consent of Seller. Buyer may use the Environmental Information prior to Closing only in connection with the transactions contemplated by this Agreement. The If Buyer, Buyer's Environmental Information shall be disclosed by Buyer to only those persons who need to know the Environmental Information for purposes of evaluating the transaction contemplated by this Agreement, and who agree to be bound by the terms of this Section 4.09. If Buyer Consultant or any third party Third Party to whom which Buyer has provided any Environmental Information is requested, compelled, or required become legally compelled to disclose any of the Environmental Information prior to ClosingInformation, Buyer shall provide Seller with prompt notice sufficiently prior to any such disclosure so as to allow Seller to file for any protective order, order or seek any other remedy, as it Seller deems appropriate under the circumstances. If this Agreement is terminated prior to the Closing, upon Seller’s request Buyer shall deliver the Environmental Information, and all copies thereof and works based thereon, to Seller, which Environmental Information shall become the sole property of Seller. Upon request Buyer shall provide copies of the Environmental Information to Seller without charge. The terms and provisions of this Section 4.09(b) shall survive any termination of this Agreement, notwithstanding anything to the contrary.the

Environmental Review. From the date of this Agreement through the Notification Date Buyer may conduct an environmental assessment of the AssetsAssets prior to the expiration of the Title Claim Date, subject to the following: (a) Buyer shall have the right to conduct on-site inspections, including, but not limited to, a Phase I testing (but not Phase II testing) (as those terms are that term is defined by the American Society for Testing and Materials) environmental assessments review of the Assets, including, but not limited to, sampling and analysis of soil, air, surface water, groundwater and waste materials, Assets prior to the end expiration of the Notification Date Examination Period (“Buyer’s Environmental Review”) and Seller shall provide to Buyer a copy of any environmental review Seller has in its possession subject to the same terms of confidentiality subsequently set forth herein; (i) The cost and expense of Buyer’s Environmental Review shall be borne solely by BuyerXxxxx; (ii) All inspections must be coordinated through a designated representative of Seller who may accompany Buyer Xxxxx during the course of Buyer’s inspection of the Assets; (iii) All environmental assessments shall be conducted by an independent environmental consultant engaged by Xxxxx at Buyer’s expense; (iv) Buyer shall give Seller notice not more than seven (7) days and not less than 48 forty eight (48) hours before any visits by Buyer and/or its consultant to the Assets, and Buyer shall seek and obtain Seller’s prior consent (which shall not be unreasonably withheld) before either Buyer it or Buyer’s its consultant enters the Assets; (ivv) Buyer shall provide Seller a copy of any the Phase I reports report affecting the Assets promptly after BuyerXxxxx’s receipt of the same; (vvi) Buyer shall give Seller prompt written notice and obtain Seller’s prior written consent (not to be unreasonably withheld) if Buyer desires to conduct a Phase II (as that term is defined by the American Society for Testing and Materials) study based on the recommendations of Xxxxx’s independent environmental consultant (acting reasonably) with respect to the Assets. With respect to any samples taken in connection with Xxxxx’s Environmental Review, Buyer shall take split samples, providing one of each such sample, properly labeled and identified, to Seller; (vii) Buyer and/or its consultant shall perform all such work in a safe and workmanlike manner, shall not unreasonably interfere with Seller’s operations, and shall comply with all Laws of applicable Governmental Authorities; (viviii) Seller Buyer shall use commercially reasonable efforts to obtain be primarily responsible for obtaining any third party consents that are required in order to perform any work comprising Xxxxx’s Environmental Review, and Buyer shall consult with Seller prior to requesting each such third party consent; provided, however, that Seller shall cooperate with Buyer (at no out of pocket cost to Seller) in Buyer’s efforts to obtain any third party consents required to perform any work comprising Buyer’s Environmental Review; and (viiix) Buyer hereby agrees to release and defend, indemnify, indemnify and hold harmless Seller and Seller’s Representatives from and against all Claims made by (or attributable to the acts or omissions of) Buyer or Buyer’s Representatives (INCLUDING THOSE RESULTING FROM THE SOLE, JOINT, OR CONCURRENT NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT), STRICT LIABILITY OR OTHER LEGAL FAULT OF SELLER OR ANY OF SELLER’S REPRESENTATIVES) arising out of or relating to BuyerXxxxx’s Environmental Review. The release and indemnity provisions of this Section 4.09 shall survive termination or Closing of this Agreement notwithstanding anything to the contrary provided for in this Agreement. (b) Unless otherwise required by applicable Laws, Buyer shall treat any matters revealed by BuyerXxxxx’s Environmental Review and any environmental review provided by Seller to Buyer, including any analyses, compilations, studies, documents, reports, or data prepared or generated from such review, but excluding any public information review (the “Environmental Information”), as confidential, and, except as provided below, Buyer shall not disclose any Environmental Information to any Governmental Authority, or, prior to Closing to any Authority or other third party without the prior written consent of Seller. Buyer may use the Environmental Information prior to Closing only in connection with the transactions contemplated by this Agreement. The Environmental Information shall be disclosed by Buyer to only those persons who need to know the Environmental Information for purposes of evaluating the transaction contemplated by this Agreement, and who agree to be bound by the terms of this Section 4.09. If Buyer or any third party to whom Buyer Xxxxx has provided any Environmental Information is requested, compelled, or required to disclose any of the Environmental Information prior to ClosingInformation, Buyer shall provide Seller with prompt notice sufficiently prior to any such disclosure so as to allow Seller to file for any protective order, or seek any other remedy, as it deems appropriate under the circumstances. If this Agreement is terminated prior to the Closing, upon Seller’s request Buyer shall deliver the Environmental Information, and all copies thereof and works based thereon, to Seller, which Environmental Information shall become the sole property of Seller. Upon request request, Buyer shall provide copies of the Environmental Information to Seller without charge. The terms and provisions of this Section 4.09(b) shall survive any termination of this Agreement, notwithstanding anything to the contrary.

Environmental Review. From the date of this Agreement through the Notification Date Buyer Prima may conduct an environmental assessment of the AssetsAssets prior to the expiration of the Title Claim Date, subject to the following: (a) Buyer Prima shall have the right to conduct on-site inspections, including, including but not limited to, Phase I testing (but not Phase II testing) (as those terms are that term is defined by the American Society for Testing and Materials) environmental assessments of the Assets, including, but not limited to, sampling and analysis of soil, air, surface water, groundwater and waste materials, prior to the end expiration of the Notification Date Examination Period (“Buyer’s Buyers’ Environmental Review”) and Seller shall provide to Buyer Prima a copy of any environmental review Seller has in its possession subject to the same terms of confidentiality subsequently set forth herein; (i) The Each Buyer shall bear its respective Proportionate Share of all of the cost and expense of Buyer’s Buyers’ Environmental Review shall be borne solely by BuyerReview; (ii) All inspections must be coordinated through a designated representative of Seller who may accompany Buyer Prima during the course of BuyerPrima’s inspection of the Assets; (iii) Buyer Prima shall give Seller notice not more than seven (7) days and not less than 48 forty-eight (48) hours before any visits by Buyer Prima and/or its Prima’s consultant to the Assets, and Buyer Prima shall seek and obtain Seller’s prior consent (which shall not be unreasonably withheld) before either Buyer it or Buyer’s its consultant enters the Assets; (iv) Buyer Prima shall provide Seller a copy of any Phase I reports affecting the Assets promptly after BuyerPrima’s receipt of the same; (v) Buyer Prima and/or its Prima’s consultant shall perform all such work in a safe and workmanlike manner, shall not unreasonably interfere with Seller’s operations, and shall comply with all Laws of applicable Governmental Authorities; (vi) Seller shall use commercially reasonable efforts to obtain any third party consents that are required in order to perform any work comprising Buyer’s Buyers’ Environmental Review; and (vii) Buyer Each Buyer, with respect to each Buyer’s Proportionate Share, hereby agrees to release and defend, indemnify, and hold harmless Seller and Seller’s Representatives from and against all Claims made by (or attributable to the acts or omissions of) Buyer Prima or BuyerPrima’s Representatives (INCLUDING THOSE RESULTING FROM THE SOLE, JOINT, OR CONCURRENT NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT), STRICT LIABILITY OR OTHER LEGAL FAULT OF SELLER OR ANY OF SELLER’S REPRESENTATIVES) arising out of or relating to Buyer’s Buyers’ Environmental Review. The release and indemnity provisions of this Section 4.09 shall survive termination or the Closing of this Agreement notwithstanding anything to the contrary provided for in this Agreement. (b) Unless otherwise required by applicable Laws, each Buyer shall treat any matters revealed by Buyer’s Buyers’ Environmental Review and any environmental review provided by Seller to BuyerPrima, including any analyses, compilations, studies, documents, reports, or data prepared or generated from such review, but excluding any public information (the “Environmental Information”), as confidential, and, except as provided below, Buyer Buyers shall not disclose any Environmental Information to any Governmental Authority, or, prior to the Closing to any other third party without the prior written consent of Seller. Buyer Buyers may use the Environmental Information prior to the Closing only in connection with the transactions contemplated by this Agreement. The Environmental Information shall be disclosed by Buyer Buyers to only those persons who need to know the Environmental Information for purposes of evaluating the transaction contemplated by this Agreement, and who agree to be bound by the terms of this Section 4.09. If any Buyer or any third party to whom such Buyer has provided any Environmental Information is requested, compelled, or required to disclose any of the Environmental Information prior to the Closing, such Buyer shall provide Seller with prompt notice sufficiently prior to any such disclosure so as to allow Seller to file for any protective order, or seek any other remedy, as it deems appropriate under the circumstances. If this Agreement is terminated prior to the Closing, upon Seller’s request Buyer request, Prima shall deliver the Environmental Information, and all copies thereof and works based thereon, to Seller, which Environmental Information shall become the sole property of Seller. Upon request Buyer request, Prima shall provide copies of the Environmental Information to Seller without charge. The terms and provisions of this Section 4.09(b) shall survive any termination of this Agreement, notwithstanding anything to the contrary.

Environmental Review. From (a) Sellers consent to and shall reasonably cooperate with Buyers concerning the date of this Agreement through the Notification Date Buyer may conduct performance of, and Buyers shall cause to be performed on or before February 15, 2000, an environmental assessment ("ENVIRONMENTAL ASSESSMENT") of the AssetsGathering Assets and the Transmission Assets for the existence of Defective Environmental Conditions associated with or arising from their condition, subject to the following: (a) Buyer shall have the right to conduct on-site inspections, including, but not limited to, Phase I testing (but not Phase II testing) (as those terms are defined by the American Society for Testing and Materials) environmental assessments of the Assets, including, but not limited to, sampling and analysis of soil, air, surface water, groundwater and waste materials, ownership or operation prior to the end of the Notification Operations Transfer Date (“Buyer’s and agree to allow Buyers and L.T. Environmental, Inc., Terracon, Environmental Review”) and Seller shall provide to Buyer a copy of any Health and Safety, Inc. or other environmental review Seller has in its possession subject to the same terms of confidentiality subsequently set forth herein; (i) The cost and expense of Buyer’s Environmental Review shall be borne solely consultants or technical representatives that have been approved by Buyer; (ii) All inspections must be coordinated through a designated representative of Seller who may accompany Buyer during the course of Buyer’s inspection of the Assets; (iii) Buyer shall give Seller notice not less than 48 hours before any visits by Buyer and/or its consultant to the Assets, and Buyer shall seek and obtain Seller’s prior consent Sellers (which approval shall not be unreasonably withheld, conditioned or delayed) before either Buyer (the "BUYERS' ENVIRONMENTAL CONSULTANTS") to have access to the Gathering Assets and the Transmission Assets for this purpose at any reasonable time or Buyer’s consultant enters times prior to February 15, 2000 (the Assets;"ASSESSMENT PERIOD"). (ivb) Buyer The scope of work for the Environmental Assessment shall provide Seller a copy be in writing and mutually agreed upon by Buyers and Sellers, provided that the agreement of Sellers shall not be unreasonably withheld, conditioned or delayed. Buyers and Buyers' Environmental Consultants will confer with Sellers before conducting any Phase I reports affecting the Assets promptly after Buyer’s receipt of the same; (v) Buyer and/or its consultant work, shall perform all such any work in a safe and workmanlike manner, shall not unreasonably interfere with Seller’s operations, manner and shall comply with all Laws of applicable Governmental Authorities; (vi) Seller Sellers' safety and operations requirements in connection with the Environmental Assessment. Prior to conducting any such work associated with the Plant Interest, Buyers shall use commercially reasonable efforts to obtain the consent of BP Amoco plc, the operator of the Plant, and Buyers shall comply with any requirements of such operator with respect thereto. Buyers shall be responsible for obtaining any other third party consents that are required in order to perform any work comprising Buyer’s Environmental Review; and (vii) Buyer hereby agrees to release and defend, indemnifyAssessment work, and hold harmless Seller and Seller’s Representatives from and against all Claims made by (or attributable Buyers shall consult with Sellers prior to the acts or omissions of) Buyer or Buyer’s Representatives (INCLUDING THOSE RESULTING FROM THE SOLE, JOINT, OR CONCURRENT NEGLIGENCE (BUT NOT WILLFUL MISCONDUCT), STRICT LIABILITY OR OTHER LEGAL FAULT OF SELLER OR ANY OF SELLER’S REPRESENTATIVES) arising out of or relating to Buyer’s Environmental Review. The release and indemnity provisions of this Section 4.09 shall survive termination or Closing of this Agreement notwithstanding anything to the contrary provided for in this Agreementseeking any third party consent. (bc) Buyers shall bear all costs associated with the Environmental Assessment. Sellers understand and acknowledge that the Environmental Assessment may involve testing of soil, groundwater, subsurface media and surface water at, on, in or under the Gathering Assets and Transmission Assets and may involve soil borings and the collection of samples by hydropunch, geoprobe, monitoring xxxxx or similar means. Buyers shall be responsible for disposing of any soil cuttings or other waste generated by this testing in accordance with applicable Environmental Laws and shall restore the Gathering Assets and Transmission Assets at the end of the Assessment Period to their condition prior to the performance of the Environmental Assessment. No excavation other than soil borings or the installation of groundwater xxxxx approved by Sellers pursuant to this Section 5.3.10(b) shall be undertaken without the prior consent of Sellers, which consent shall not be unreasonably withheld, conditioned or delayed. Buyers and Buyers' Environmental Consultants shall use low-flow sampling techniques whenever any groundwater samples are collected. (d) Unless otherwise required by applicable Lawslaw, Buyer shall Buyers agree to treat any matters revealed confidentially all reports prepared for Buyers by Buyer’s Buyers' Environmental Review Consultants in connection with the performance of the Environmental Assessment, and any environmental review provided by Seller the factual data and other information contained in such reports (collectively, referred to Buyer, including any analyses, compilations, studies, documents, reports, or data prepared or generated from such review, but excluding any public information (herein as the “Environmental "ENVIRONMENTAL Information”"), as confidential, and, except as provided below, Buyer shall not disclose any . The Environmental Information to any Governmental Authoritymay only be used by Buyers, or, prior to Closing to any other third party without the prior written consent of Seller. Buyer may use the Environmental Information prior to Closing only Sellers and KNWTLLC in connection with the transactions contemplated by this Agreement. The Environmental Information shall Agreement or as may be disclosed by Buyer to only those persons who need to know appropriate in connection with the Environmental Information for purposes discharge of evaluating the transaction contemplated by this Agreement, and who agree to be bound by the terms of this Section 4.09their respective legal obligations. If Buyer Buyers or any third party to whom Buyer has provided any Environmental Information is requested, compelled, or required their representatives become legally compelled to disclose any of the Environmental Information prior to ClosingInformation, Buyer Buyers shall provide Seller Sellers and KNWTLLC with prompt notice sufficiently prior to any such disclosure so as that they, if they disagree with this obligation to allow Seller to file for any disclose, may seek a protective order, order or seek any other remedy, as it deems appropriate under remedy and/or waive compliance with the circumstancesapplicable provisions of this Section 5.3.10(d). If this Agreement is terminated prior pursuant to any of the Closingprovisions of Article VIII, upon Seller’s request Buyer shall deliver the Environmental Information, and all copies thereof and works based thereon, to Seller, which factual data within the Environmental Information shall be delivered to and become the sole property of Seller. Upon request Buyer Sellers provided Buyers shall provide copies be entitled to retain a copy of such portions of the Environmental Information as is reasonable to Seller allow Buyers to defend or prosecute any legal proceeding covering matters relevant to such Information. (e) Buyers shall make the factual data within the Environmental Information available to Sellers and KNWTLLC and provide Sellers and KNWTLLC copies thereof without charge. (f) Sellers and KNWTLLC shall have the right to have a representative or representatives accompany Buyers and Buyers' Environmental Consultants at all times during the Environmental Assessment, subject to the availability of any necessary third party consents, and Buyers agree to give Sellers verbal notice not more than 7 days and not less than 48 hours before any visits by Buyers or Buyers' Environmental Consultants to the Gathering Assets, the Transmission Assets or areas potentially affected by them. The Buyers agree to take and provide to Sellers split samples of all sampling performed during the Environmental Assessment at which Sellers or their representatives are present to take custody of split samples, subject to the availability of any necessary third party consents. Buyers shall use their Reasonable Efforts to obtain any third party consents that may be required in order for Sellers, KNWTLLC and their representatives to exercise their rights under this Section 5.3.10(f). (g) To establish the existence of one or more Defective Environmental Conditions, Buyers shall deliver to Sellers a notice (an "ENVIRONMENTAL DEFECT NOTICE") on or before February 15, 2000, asserting the existence of a Defective Environmental Condition and including (i) the written conclusion of Buyers' Environmental Consultants that a Defective Environmental Condition exists, which conclusion shall be reasonably substantiated by the factual data gathered in the Environmental Assessment, (ii) a separate citation of the specific provisions of Environmental Laws implicated, and the related facts, that substantiate the Defective Environmental Condition, and (iii) Buyers' estimate of the Environmental Costs and Environmental Defect NPV associated with the Defective Environmental Condition, including basis for such estimate. Such Environmental Defect Notice must contain a site plan showing the location of all sampling events, boring logs and other field notes describing the sampling methods utilized and the field conditions observed, chain-of-custody documentation, laboratory reports, and the anticipated procedures to correct the Defective Environmental Condition. (h) On or before March 15, 2000, Sellers shall provide Buyers with written notice as to whether they acknowledge the existence of each Defective Environmental Condition asserted by Buyers in an Environmental Defect Notice delivered pursuant to the terms hereof. If Sellers do not provide Buyers on or before said time with a written notice that Sellers reject the conclusion in the Environmental Defect Notice as to the existence of any Defective Environmental Condition, Sellers shall be deemed to have acknowledged the existence of such Defective Environmental Condition. (i) If Sellers timely reject the existence of any Defective Environmental Condition asserted by Buyers in any Environmental Defect Notice, then the Parties shall attempt in good faith to resolve the matter by mutual written agreement. If the matter is not resolved by mutual written agreement, Buyers shall have thirty (30) days after the receipt of Seller's notice of rejection to institute arbitration proceedings under Article IX to resolve the matter. If Buyers do not institute such arbitration proceedings within this 30-day time period and the matter has not been resolved by mutual written agreement, Buyers shall be deemed to have acknowledged that no Defective Environmental Condition exists with respect to those matters rejected by Sellers. (j) Sellers shall have the right, but not the obligation, to correct any Defective Environmental Condition. Within 60 days after all Defective Environmental Conditions asserted by Buyers have been finally established pursuant to Sections 5.3.10(h) or (i), including under the provisions of Article IX if applicable, Sellers shall notify Buyers of those Defective Environmental Conditions for which Sellers elect to retain responsibility to correct and those Defective Environmental Conditions for which Sellers elect that Buyers assume responsibility for correcting. With respect to each Defective Environmental Condition for which Sellers elect to retain responsibility to correct pursuant to the preceding sentence and that is not corrected by Sellers prior to Closing, Sellers shall notify Buyers not less than 30 days prior to the Closing whether Sellers elect to continue to retain responsibility after the Closing for correcting such Defective Environmental Condition or elect that Buyers assume responsibility for completing the correction of such Defective Environmental Condition after Closing. Subject to the Transaction Threshold, the Base Cash Consideration shall be reduced by the aggregate Environmental Defect NPV computed as of the Closing of all Environmental Costs (whether incurred before or after Closing) of the Defective Environmental Conditions that Sellers elect that Buyers assume responsibility for correcting pursuant to the second sentence of this Section 4.09(b5.3.10(j), plus the aggregate Environmental Defect NPV computed as of the Closing of all Environmental Costs to be incurred after Closing with respect to the Defective Environmental Conditions for which Sellers elect that Buyers assume responsibility for correcting pursuant to the third sentence of this Section 5.3.10(j), but if Sellers shall have given Buyers the notice provided for in the first sentence of Section 5.3.10(k), the Base Cash Consideration shall not be reduced pursuant to this Section 5.3.10(j) by more than $6,000,000. (k) If the aggregate Environmental Costs of all Defective Environmental Conditions asserted by Buyers in Environmental Defect Notices submitted by Buyers (excluding the first $400,000 of Environmental Defect NPV for Defective Environmental Conditions associated with the matters described in Part II of Section 3.1.6 of the Disclosure Schedule) exceeds $6,000,000, Sellers shall have 30 days after February 15, 1999 to notify Buyers that Sellers elect to terminate this Agreement if Buyers do not agree to assume responsibility for all Environmental Costs for all asserted Defective Environmental Conditions in excess of such amount. If within 10 days after receipt of Sellers' notification pursuant to the pursuant to the preceding sentence, Buyers do not notify Sellers that Buyers agree to assume responsibility for any Environmental Costs in excess of such amount, then this Agreement shall automatically terminate. (l) The Party responsible for correcting any Defective Environmental Condition under Section 5.3.10 (j) shall survive proceed in a reasonably expeditious manner in accordance with industry accepted practices to correct such Defective Environmental Condition in accordance with Section 5.3.10(m). Buyers will cooperate with Sellers in implementing any termination remedial activities for which Sellers retain responsibility hereunder. (m) To correct a Defective Environmental Condition involving a violation of this AgreementEnvironmental Laws or a violation disclosed in Part I of Section 3.1.6 of the Disclosure Schedule, notwithstanding anything and in either case not involving the release of Hazardous Materials into the soil, subsurface media, groundwater or surface water, the Party responsible for correcting such Defective Environmental Condition under the provisions of Sections 5.3.10(j), or Sellers in the case of a matter disclosed in said Part I of Section 3.1.6, shall correct the violation or condition and provide reasonable evidence to the contrary.other Party substantiating that the violation or condition has been corrected. To correct a Defective Environmental Condition involving the release of Hazardous Materials into the soil, subsurface media, groundwater or surface water, or a matter disclosed in Part I of

Environmental Review. From the date of this Agreement through the Notification Date Buyer may conduct an environmental assessment of the Assets, subject to the following: (a) Buyer shall have the right to conduct on-site inspections, including, but not limited to, Phase I testing or cause a consultant (but not Phase II testing“Buyer’s Environmental Consultant”) (as those terms are defined by the American Society for Testing and Materials) to conduct an environmental assessments review of the Assets, including, but not limited to, sampling and analysis of soil, air, surface water, groundwater and waste materials, Assets prior to the end expiration of the Notification Date Examination Period (“Buyer’s Environmental Review”) and Seller shall provide to Buyer a copy of any environmental review Seller has in its possession subject to the same terms of confidentiality subsequently set forth herein; (i) ). The cost and expense of Buyer’s Environmental Review Review, if any, shall be borne solely by Buyer; . Buyer shall (and shall cause Buyer’s Environmental Consultant to): (i) consult with Sellers before conducting any work comprising Buyer’s Environmental Review, (ii) All inspections must be coordinated through a designated representative of Seller who may accompany Buyer during the course of Buyer’s inspection of the Assets; (iii) Buyer shall give Seller notice not less than 48 hours before any visits by Buyer and/or its consultant to the Assets, and Buyer shall seek and obtain Seller’s prior consent (which shall not be unreasonably withheld) before either Buyer or Buyer’s consultant enters the Assets; (iv) Buyer shall provide Seller a copy of any Phase I reports affecting the Assets promptly after Buyer’s receipt of the same; (v) Buyer and/or its consultant shall perform all such work in a safe and workmanlike manner, shall manner and so as to not unreasonably interfere with SellerSellers’s operations, and shall (iii) comply with all Laws of applicable Governmental Authorities; (vi) Seller laws, rules, and regulations. Buyer shall use commercially reasonable efforts to obtain be solely responsible for obtaining any third party Third Party consents that are required in order to perform any work comprising Buyer’s Environmental Review; and (vii) , and Buyer shall consult with Sellers prior to requesting each such Third Party consent. Sellers shall have the right to have a representative or representatives accompany Buyer and Buyer’s Environmental Consultant at all times during Buyer’s Environmental Review. With respect to any samples taken in connection with Buyer’s Environmental Review, Buyer shall take split samples, providing one of each such sample, properly labeled and identified, to Sellers. Buyer hereby agrees to release and release, defend, indemnify, indemnify and hold harmless Seller and Seller’s Representatives Sellers from and against all Claims made by (claims, losses, damages, costs, expenses, causes of action and judgments of any kind or attributable to the acts or omissions of) Buyer or Buyer’s Representatives character (INCLUDING THOSE RESULTING FROM THE SELLERS’ SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE (BUT NOT WILLFUL MISCONDUCT), OR STRICT LIABILITY OR OTHER LEGAL FAULT OF SELLER OR ANY OF SELLER’S REPRESENTATIVESLIABILITY) arising out of or relating to Buyer’s Environmental Review. The release and indemnity provisions of this Section 4.09 shall survive termination or Closing of this Agreement notwithstanding anything to the contrary provided for in this Agreement. (b) Unless otherwise required by applicable Lawslaw, Buyer shall (and shall cause Buyer’s Environmental Consultant to) treat confidentially any matters revealed by Buyer’s Environmental Review and any environmental review provided by Seller to Buyer, including any analyses, compilations, studies, documents, reports, reports or data prepared or generated from such review, but excluding any public information review (the “Environmental Information”), as confidential, and, except as provided below, and Buyer shall not (and shall cause Buyer’s Environmental Consultant to not) disclose any Environmental Information to any Governmental Authority, or, prior to Closing to any Authority or other third party Third Party without the prior written consent of SellerSellers. Unless otherwise required by law, Buyer may use the Environmental Information prior to Closing only in connection with the transactions contemplated by this Agreement. The If Buyer, Buyer’s Environmental Information shall be disclosed by Buyer to only those persons who need to know the Environmental Information for purposes of evaluating the transaction contemplated by this AgreementConsultant, and who agree to be bound by the terms of this Section 4.09. If Buyer or any third party Third Party to whom Buyer has provided any Environmental Information is requested, compelled, or required become legally compelled to disclose any of the Environmental Information prior to ClosingInformation, Buyer shall provide Seller Sellers with prompt notice sufficiently prior to any such disclosure so as to allow Seller Sellers to file for any protective order, or seek any other remedy, as it deems appropriate under the circumstances. If this Agreement is terminated prior to the Closing, upon Seller’s request Buyer shall deliver the Environmental Information, and all copies thereof and works based thereon, Information to SellerSellers, which Environmental Information shall become the sole property of SellerSellers. Upon request Buyer shall provide copies of the Environmental Information to Seller Sellers without charge. The terms and provisions of this Section 4.09(b) shall survive any termination of this Agreement, notwithstanding anything to the contrary.

Environmental Review. From the date of this Agreement through the Notification Date Buyer may conduct an environmental assessment of the Assets, subject to the following: (a) Buyer shall have the right to conduct on-site inspections, including, but not limited to, Phase I testing or cause its environmental consultant (but not Phase II testing“Buyer’s Environmental Consultant”) (as those terms are defined by the American Society for Testing and Materials) to conduct an environmental assessments review of the Assets, including, but not limited to, sampling and analysis of soil, air, surface water, groundwater and waste materials, Assets prior to the end of the Notification Date Closing (“Buyer’s Environmental Review”) and Seller shall provide to Buyer a copy of any environmental review Seller has in its possession subject to the same terms of confidentiality subsequently set forth herein; (i) ). The cost and expense of Buyer’s Environmental Review Review, if any, shall be borne solely by Buyer; . Buyer shall (and shall cause Buyer’s Environmental Consultants to): (i) consult with Seller before conducting any work comprising Buyer’s Environmental Review, (ii) All inspections must be coordinated through a designated representative of Seller who may accompany Buyer during the course of Buyer’s inspection of the Assets; (iii) Buyer shall give Seller notice not less than 48 hours before any visits by Buyer and/or its consultant to the Assets, and Buyer shall seek and obtain Seller’s prior consent (which shall not be unreasonably withheld) before either Buyer or Buyer’s consultant enters the Assets; (iv) Buyer shall provide Seller a copy of any Phase I reports affecting the Assets promptly after Buyer’s receipt of the same; (v) Buyer and/or its consultant shall perform all such work in a safe and workmanlike manner, shall manner and so as to not unreasonably interfere with Seller’s operations, and shall (iii) comply with all Laws of applicable Governmental Authorities; (vi) laws, rules, and regulations. Seller shall use commercially reasonable efforts to obtain will assist Buyer in obtaining any third third-party consents that are required in order to perform any work comprising Buyer’s Environmental Review; and (vii) . Seller shall have the right to have a representative or representatives accompany Buyer hereby agrees to release and defend, indemnifyBuyer’s Environmental Consultant at all times during Buyer’s Environmental Review, and hold harmless Buyer shall give Seller and Seller’s Representatives from and against all Claims made notice not less than 24 hours before any visits by (or attributable to the acts or omissions of) Buyer or Buyer’s Representatives (INCLUDING THOSE RESULTING FROM THE SOLE, JOINT, OR CONCURRENT NEGLIGENCE (BUT NOT WILLFUL MISCONDUCT), STRICT LIABILITY OR OTHER LEGAL FAULT OF SELLER OR ANY OF SELLER’S REPRESENTATIVES) arising out of or relating to Buyer’s Environmental Review. The release and indemnity provisions of this Section 4.09 shall survive termination or Closing of this Agreement notwithstanding anything Consultant to the contrary provided for in this AgreementAssets. (b) Unless otherwise required by applicable Lawslaw, Buyer shall (and shall cause Buyer’s Environmental Consultant to) treat confidentially any matters revealed by Buyer’s Environmental Review and any environmental review provided by Seller to Buyer, including any analyses, compilations, studies, documents, reports, reports or data prepared or generated from such review, but excluding any public information review (the “Environmental Information”), as confidential, and, except as provided below, and unless required by law or applicable judicial process Buyer shall not (and shall cause Buyer’s Environmental Consultant to not) disclose any Environmental Information to any Governmental Authority, or, prior to Closing to any Authority or other third party (other than Buyer's officers, directors, attorneys, accountants, lenders, financial advisors and equity holders) without the prior written consent of Seller. Unless otherwise required by law, Buyer may use the Environmental Information prior to Closing only in connection with the transactions contemplated by this Agreement. The If Buyer, Buyer’s Environmental Information shall be disclosed by Buyer to only those persons who need to know the Environmental Information for purposes of evaluating the transaction contemplated by this AgreementConsultant, and who agree to be bound by the terms of this Section 4.09. If Buyer or any third party to whom Buyer has provided any Environmental Information is requested, compelled, or required become legally compelled to disclose any of the Environmental Information prior to ClosingInformation, Buyer shall provide Seller with prompt notice sufficiently prior to any such disclosure so as to allow Seller to file for any protective order, or seek any other remedy, as it deems appropriate under the circumstances. If this Agreement is terminated prior to the Closing, upon Seller’s request Buyer shall deliver the Environmental Information, and all copies thereof and works based thereon, to Seller, which Environmental Information shall become the sole property of Seller. Upon request Buyer shall provide copies of the Environmental Information to Seller without charge. The terms and provisions of this Section 4.09(b) shall survive any termination of this Agreement, notwithstanding anything to the contrary.

Environmental Review. From the date of this Agreement through the Notification Date Buyer may conduct an environmental assessment of the Assets, subject to the following: (a) Buyer shall have the right to conduct on-site inspections, including, but not limited to, Phase I testing or cause a consultant reasonably acceptable to Seller (but not Phase II testing“Buyer’s Environmental Consultant”) (as those terms are defined by the American Society for Testing and Materials) to conduct an environmental assessments review of the Assets, including, but not limited to, sampling and analysis of soil, air, surface water, groundwater and waste materials, Assets prior to the end expiration of the Notification Date Examination Period (“Buyer’s Environmental Review”) and ). Seller shall provide make reasonable efforts to arrange for Buyer a copy of any environmental review Seller has in its possession subject to have access to the same terms of confidentiality subsequently set forth herein; (i) Assets to conduct Buyer’s Environmental Review. The cost and expense of Buyer’s Environmental Review Review, if any, shall be borne solely by Buyer; (ii) All inspections must be coordinated through a designated representative . The scope of Seller who may accompany Buyer during the course of work comprising Buyer’s inspection of the Assets; (iii) Buyer Environmental Review shall give Seller notice not less than 48 hours before any visits be limited to a Phase I review and otherwise as may be agreed by Buyer and/or its consultant and Seller prior to commencement. The Environmental Review shall not include any intrusive test or procedure without the Assetsprior written consent of Seller, and Buyer shall seek and obtain Seller’s prior which consent (which shall will not be unreasonably withheld) before either . Buyer or shall, and shall cause Buyer’s consultant enters the Assets; Environmental Consultant to, (ivi) Buyer shall provide consult with Seller a copy of before conducting any Phase I reports affecting the Assets promptly after work comprising Buyer’s receipt of the same; Environmental Review, (vii) Buyer and/or its consultant shall perform all such work in a safe and workmanlike manner, shall manner and so as to not unreasonably interfere with Seller’s operations, the operation of the Assets and shall (iii) comply with all Laws of applicable Governmental Authorities; (vi) Seller Law. Buyer shall use commercially reasonable efforts to obtain be solely responsible for obtaining any third party consents from a Third Party that are required in order to perform any work comprising Buyer’s Environmental Review; and (vii) , and Buyer hereby agrees shall consult with Seller prior to release requesting each such consent. Seller shall have the right to have a representative or representatives accompany Buyer and Buyer’s Environmental Consultant at all times during Buyer’s Environmental Review. With respect to any samples taken in connection with Buyer’s Environmental Review, Buyer shall take split samples, providing one of each such sample, properly labeled and identified, to Seller without charge. Buyer releases, and shall defend, indemnify, indemnify and hold harmless harmless, Seller and Seller’s Representatives Indemnitees from and against all Claims made by (claims, losses, damages, costs, expenses, causes of action and judgments of any kind or attributable to the acts or omissions of) Buyer or Buyer’s Representatives character (INCLUDING THOSE RESULTING FROM THE SELLER’S SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE (OR STRICT LIABILITY, BUT NOT SPECIFICALLY EXCLUDING THOSE RESULTING FROM SELLER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT), STRICT LIABILITY OR OTHER LEGAL FAULT OF SELLER OR ANY OF SELLER’S REPRESENTATIVES) arising out of or relating to Buyer’s Environmental Review. The release and indemnity provisions of this Section 4.09 shall survive termination or Closing of this Agreement notwithstanding anything to the contrary provided for in this Agreement. (b) Unless otherwise required by applicable LawsLaw, Buyer shall, and shall cause Buyer’s Environmental Consultant to, treat confidentially any matters revealed by Buyer’s Environmental Review and any environmental review provided by Seller to Buyer, including any analyses, compilations, studies, documents, reports, reports or data prepared or generated from such review, but excluding any public information review (the “Environmental Information”), as confidential, and, except as provided below, and Buyer shall not not, and shall cause Buyer’s Environmental Consultant to not, disclose any Environmental Information to any Governmental Authority, or, prior to Closing to any Authority or other third party Third Party without the prior written consent of Seller. Buyer may use the Environmental Information prior to Closing only in connection with the transactions contemplated by this Agreement. The If Buyer, Buyer’s Environmental Information shall be disclosed by Buyer to only those persons who need to know the Environmental Information for purposes of evaluating the transaction contemplated by this Agreement, and who agree to be bound by the terms of this Section 4.09. If Buyer Consultant or any third party Third Party to whom which Buyer has provided any Environmental Information is requested, compelled, or required become legally compelled to disclose any of the Environmental Information prior to ClosingInformation, Buyer shall provide Seller with prompt notice sufficiently prior to any such disclosure so as to allow Seller to file for any protective order, order or seek any other remedy, as it any Seller deems appropriate under the circumstances. If this Agreement is terminated prior to the Closing, upon Seller’s request Buyer shall deliver the Environmental Information, and all copies thereof and works based thereon, Information to Seller, which Environmental Information shall become the sole property of Seller. Upon request Buyer shall provide copies of the Environmental Information to Seller without charge. The terms and provisions of this Section 4.09(b) shall survive any termination of this Agreement, notwithstanding anything to the contrary.

Environmental Review. From the date of this Agreement through the Notification Date Buyer may conduct an environmental assessment of the Assets, subject to the following: (a) Buyer and its Representatives shall have the right to conduct (i) on-site inspectionsinspections and (ii) an environmental review of the Assets prior to the expiration of the Examination Period. Seller shall provide Buyer and its Representatives reasonable access to the Assets, includingall Records in the possession or control of Seller or its Affiliates, but not limited to, Phase I testing and to designated employees of Seller and its Affiliates responsible for the Assets for the purpose of conducting a review (but not Phase II testingincluding an Environmental Review) (as those terms are defined by the American Society for Testing and Materials) environmental assessments of the Assets, including, but not limited to, sampling and analysis of soil, air, surface water, groundwater and waste materials, prior only to the end extent that Seller may do so without (i) violating applicable Laws, (ii) violating any obligations to any third Person, (iii) waiving any legal privilege of the Notification Date Seller, any of its Affiliates or its counselors, attorneys, accountants or consultants (“Buyer’s Environmental Review”) provided, however, that Seller will provide all title opinions and Seller shall provide to Buyer a copy of any environmental review Seller has reports in its possession subject to the same terms or control, irrespective of confidentiality subsequently set forth herein; (i) The cost and expense of Buyer’s Environmental Review shall be borne solely by Buyer; (ii) All inspections must be coordinated through a designated representative of Seller who may accompany Buyer during the course of Buyer’s inspection of the Assets; this clause (iii) Buyer shall give Seller notice not less than 48 hours before any visits by Buyer and/or its consultant to the Assets), and Buyer shall seek and obtain Seller’s prior consent (which shall not be unreasonably withheld) before either Buyer or Buyer’s consultant enters the Assets; (iv) Buyer shall provide to the extent that Seller a copy of has authority to grant such access without breaching any Phase I reports affecting the Assets promptly after Buyer’s receipt of the same; restriction binding on Seller (v) Buyer and/or its consultant shall perform all such work in a safe and workmanlike mannerprovided, shall not unreasonably interfere with Seller’s operationshowever, and shall comply with all Laws of applicable Governmental Authorities; (vi) that Seller shall use commercially reasonable efforts to obtain any third party such consents that are required in order or waivers to perform any work comprising allow Buyer and its Representatives access to the Assets). Such access by Buyer shall be limited to Seller’s normal business hours, and Buyer’s Environmental Review; and (vii) investigation shall be conducted in a manner that minimizes interference with the operation of the business of Seller and any applicable third Person operator. All investigations and due diligence conducted by Buyer hereby agrees to release or any of its Representatives shall be conducted at Buyer’s sole cost, risk and defend, indemnifyexpense, and hold harmless any conclusions made from any examination done by Buyer or its Representatives shall result from Buyer’s own independent review and judgment. Seller shall use commercially reasonable efforts (but without the obligation to incur any out-of-pocket costs, expenses, or the obligation to undertake any liability or other obligations to or by Seller) to obtain permission for Buyer to gain access to third Person operated Properties to inspect the condition of the same; provided, however, that Seller shall have no liability to Buyer for failure to obtain such operator’s permission. Seller or its designee shall have the right to accompany Buyer and Seller’s its Representatives from and against all Claims made by (or attributable whenever they are on site on the Assets. Except as set forth below, Buyer shall not be entitled to conduct any Invasive Activity relating to the acts or omissions of) Buyer or Buyer’s Representatives (INCLUDING THOSE RESULTING FROM THE SOLE, JOINT, OR CONCURRENT NEGLIGENCE (BUT NOT WILLFUL MISCONDUCT), STRICT LIABILITY OR OTHER LEGAL FAULT OF SELLER OR ANY OF SELLER’S REPRESENTATIVES) arising out of or relating to Buyer’s Environmental Review. The release and indemnity provisions of this Section 4.09 shall survive termination or Closing of this Agreement notwithstanding anything to the contrary provided for in this AgreementAssets. (b) Unless otherwise required by applicable LawsAs part of the access granted under Section 7.1(a), Buyer shall treat any matters revealed by Buyer’s Environmental Review and any environmental review provided by Seller have the right to Buyer, including any analyses, compilations, studies, documents, reportsconduct, or data prepared cause a reputable environmental consulting or generated from such review, but excluding any public information engineering firm (the “Environmental InformationConsultant”) to conduct, an inspection of the environmental condition of the Properties (the “Environmental Review”), as confidential, and, which shall be limited to conducting a Phase I Environmental Site Assessment in accordance with the American Society for Testing and Materials (A.S.T.M.) Standard Practice Environmental Site Assessments: Phase I Environmental Site Assessment Process (Publication Designation: E1527-13) (“Phase I”) except as otherwise provided belowherein. For any Property not operated by Seller, Seller shall use commercially reasonable efforts to obtain permission from the third Person operator for Buyer or the Environmental Consultant to conduct the Environmental Review; provided, however, that Seller shall have no liability to Buyer for failure to obtain such operator’s permission, and Seller shall not disclose be required to make any Environmental Information to payments or undertake any Governmental Authority, or, prior to Closing to obligations for the benefit of any other third party Person with respect to such access. Seller shall have the right to have one or more Representatives accompany Buyer or the Environmental Consultant, as applicable, at all times during the Environmental Review. The Environmental Review shall not include any sampling, boring, operation of Equipment, or other invasive activity (“Invasive Activity”) without the prior written consent of Seller, which consent may be withheld in Seller’s sole discretion, and that of any applicable third Person operator. In performing its Environmental Review, Buyer may use shall (and shall cause the Environmental Information Consultant and Buyer’s other Representatives to): (i) perform all work in a safe and workmanlike manner; (ii) perform all work in such a way as to not unnecessarily and unreasonably interfere with the operation of any Property or the business of Seller or third Person operator; (iii) comply with all applicable Laws; and (iv) at its sole cost, risk, and expense, restore the Properties to their condition prior to the commencement of the Environmental Review. (c) If, following Buyer’s Phase I inspection, Buyer reasonably concludes based on the results thereof that it is necessary to conduct Invasive Activity on a Property prior to the Closing only in order for Buyer to ascertain the existence or extent of an Environmental Defect or any Environmental Defect Value for an Environmental Defect, and Buyer requests (in writing) authorization from Seller to perform such Invasive Activity (which notice includes the corresponding portions of Buyer’s Phase I on which Buyer has based its reasonable conclusions), and Seller rejects or fails to consent to Buyer’s request within two Business Days after Seller’s receipt thereof, Buyer shall have the right, in its sole discretion, to exclude such Property and its directly associated Assets from the Assets conveyed by Seller to Buyer at the Closing, in which case (i) the affected Property and its directly associated Assets shall not be conveyed to Buyer at the Closing, (ii) the Purchase Price shall be reduced by the Allocated Value of such excluded Assets, (iii) such Property shall be deemed to be deleted from the Exhibits attached hereto and (iv) such Property and its directly associated Assets shall constitute “Excluded Assets” for all purposes hereunder. To the extent Buyer does not exclude the Property, then subject to Buyer’s rights pursuant to this Section 7, Buyer shall accept the Property and make payment therefore and, except for the indemnity provided under Section 3.3(c) as it relates to Retained Obligations or breaches of the representations in Section 5.1, shall have no further right under this Agreement or the Transaction Documents with respect to an Environmental Defect that would have been disclosed pursuant to the requested Invasive Activity. (d) Except (i) as may be required or permitted pursuant to the exercise of the rights and fulfillment of the obligations of a Party under this Agreement, (ii) for disclosure to Buyer’s Representatives in connection with the transactions contemplated hereby, (iii) as may be required by applicable Law, or (iv) for information that is or becomes public knowledge through no fault of the Person against whom this Agreement. The Environmental Information sentence is sought to be enforced, Buyer and Seller shall be disclosed by Buyer (and shall cause their respective Affiliates and Representatives to) maintain, all information, reports (whether interim, draft, final, or otherwise), data, work product, and other matters obtained or generated from or attributable to only those persons who need to know the Environmental Information for purposes of evaluating Review (the transaction contemplated by this Agreement“Environmental Information”) strictly confidential, and who agree to be bound by the terms of this Section 4.09. If Buyer shall not disclose all or any third party to whom Buyer has provided any Environmental Information is requested, compelled, or required to disclose any of the Environmental Information prior to Closing, Buyer shall provide Seller with prompt notice sufficiently prior to any such disclosure so as to allow Seller to file for any protective order, or seek any other remedy, as it deems appropriate under the circumstances. If this Agreement is terminated prior to the Closing, upon Seller’s request Buyer shall deliver the Environmental Information, and all copies thereof and works based thereon, to Seller, which Environmental Information shall become the sole property of Seller. Upon request Buyer shall provide copies portion of the Environmental Information to Seller any third Person without charge. The terms and the consent of Buyer or Seller, as applicable, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that if the Closing should occur, the foregoing confidentiality restriction on Buyer shall terminate (except as such Environmental Information relates to (A) such portion of the Assets that are not conveyed to Buyer pursuant to the provisions of this Section 4.09(bAgreement and (B) shall survive any termination of this Agreement, notwithstanding anything to the contraryExcluded Assets).

Environmental Review. From the date of this Agreement through the Notification Date Buyer may conduct an environmental assessment of the AssetsAssets prior to the expiration of the Title Claim Date, subject to the following: (a) Buyer shall have the right to conduct on-site inspections, including, but not limited to, a Phase I testing (but not Phase II testing) (as those terms are that term is defined by the American Society for Testing and Materials) environmental assessments assessment of the Assets, including, but not limited to, sampling and analysis of soil, air, surface water, groundwater and waste materials, Assets prior to the end expiration of the Notification Date Examination Period (“Buyer’s Environmental Review”) and Seller shall provide to Buyer a copy of any environmental review (including any Environmental Information as defined in Section 4.09(b)) Seller has in its possession subject to the same terms of confidentiality subsequently set forth hereinforth; (i) The cost and expense of Buyer’s Environmental Review shall be borne solely by Buyer; (ii) All Prior to the Closing, all inspections must be coordinated through a designated representative of Seller who may accompany Buyer during the course of Buyer’s inspection of the Assets; (iii) All environmental assessments shall be conducted by Buyer, its employees, agents, and other representatives at Buyer’s expense; (iv) Prior to the Closing, Buyer shall give Seller notice not more than seven (7) days and not less than 48 forty eight (48) hours before any visits by Buyer and/or its consultant to the Assets, and Buyer shall seek and obtain Seller’s prior consent (which shall not be unreasonably withheld) before either Buyer or Buyer’s consultant enters the Assets; (ivv) Buyer shall provide Seller a copy of any final Phase I reports environmental assessment report affecting the Assets promptly after Buyer’s receipt of the same; (vvi) Buyer shall give Seller prompt written notice [and obtain Seller’s prior written consent (not to be unreasonably withheld)] if Buyer desires to conduct a Phase II (as that term is defined by the American Society for Testing and Materials) study prior to the expiration of the Examination Period based on the recommendations of Buyer’s independent environmental consultant (acting reasonably) with respect to the Assets. With respect to any samples taken in connection with Buyer’s Environmental Review, Buyer shall take split samples, providing one of each such sample, properly labeled and identified, to Seller; (vii) Buyer and/or its consultant shall perform all such work in a safe and workmanlike manner, shall not unreasonably interfere with Seller’s operations, and shall comply with all Laws of applicable Governmental Authorities; (viviii) Seller Buyer shall use commercially reasonable efforts to obtain be solely responsible for obtaining any third party consents that are required in order to perform any work comprising Buyer’s Environmental Review, Buyer shall consult with Seller prior to requesting each such third party consent, and Seller shall use commercially reasonable efforts to assist Buyer in obtaining such third party consents; and (viiix) Buyer hereby agrees to release and defend, indemnify, indemnify and hold harmless Seller and Seller’s Representatives from and against all Claims made by (or attributable to the acts or omissions of) Buyer or Buyer’s Representatives (INCLUDING THOSE RESULTING FROM THE SOLE, JOINT, OR CONCURRENT NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT), STRICT LIABILITY LIABILITY, OR OTHER LEGAL FAULT OF SELLER OR ANY OF SELLER’S REPRESENTATIVES) arising out of or relating to Buyer’s Environmental Review. The release and indemnity provisions of this Section 4.09 shall survive termination or Closing of this Agreement notwithstanding anything to the contrary provided for in this Agreement. (b) Unless otherwise required by applicable Laws, Buyer shall treat any matters revealed by Buyer’s Environmental Review and any environmental review documents provided by Seller to Buyer, including any analyses, compilations, studies, documents, reports, or data prepared or generated from such review, but excluding any public information review (the “Environmental Information”), as confidential, and, except as provided below, Buyer shall not disclose any Environmental Information to any Governmental Authority, or, prior to Closing to any Authority or other third party without the prior written consent of SellerSeller unless Buyer is required by applicable Law to disclose such Environmental Information to a Governmental Authority. Buyer may use the Environmental Information prior to Closing only in connection with the transactions contemplated by this Agreement. The Environmental Information shall be disclosed by Buyer to only those persons who need to know the Environmental Information for purposes of evaluating the transaction contemplated by this Agreement, and who agree to be bound by the terms of this Section 4.09. If Buyer or any third party to whom Buyer has provided any Environmental Information is requested, compelled, or required to disclose any of the Environmental Information prior to ClosingInformation, Buyer shall provide Seller with prompt notice sufficiently prior to any such disclosure so as to allow Seller to file for any protective order, or seek any other remedy, as it deems appropriate under the circumstances. If this Agreement is terminated prior to the Closing, upon Seller’s request Buyer shall deliver the Environmental Information, and all copies thereof and works based thereon, to Seller, which Environmental Information shall become the sole property of Seller. Upon request request, Buyer shall provide copies of the Environmental Information to Seller without charge. The terms and provisions of this Section 4.09(b) shall survive any termination of this Agreement, notwithstanding anything to the contrary.

Environmental Review. From the date of this Agreement through the Notification Date Buyer may conduct an environmental assessment of the AssetsAssets prior to the expiration of the Title Claim Date, subject to the following: (a) Buyer shall have the right to conduct on-site inspections, including, but not limited to, a Phase I testing (but not Phase II testing) (as those terms are that term is defined by the American Society for Testing and Materials) environmental assessments review of the Assets, including, but not limited to, sampling and analysis of soil, air, surface water, groundwater and waste materials, Assets prior to the end expiration of the Notification Date Examination Period (“"Buyer’s 's Environmental Review”") and Seller shall provide to Buyer a copy of any environmental review Seller has in its possession subject to the same terms of confidentiality subsequently set forth herein; (i) The cost and expense of Buyer’s 's Environmental Review shall be borne solely by Buyer; (ii) All inspections must be coordinated through a designated representative of Seller who may accompany Buyer during the course of Buyer’s 's inspection of the Assets; (iii) All environmental assessments shall be conducted by an independent environmental consultant engaged by Buyer at Buyer's expense; (iv) Buyer shall give Seller notice not more than seven (7) days and not less than 48 forty eight (48) hours before any visits by Buyer and/or its consultant to the Assets, and Buyer shall seek and obtain Seller’s 's prior consent (which shall not be unreasonably withheld) before either Buyer it or Buyer’s its consultant enters the Assets; (ivv) Buyer shall provide Seller a copy of any the Phase I reports report affecting the Assets promptly after Buyer’s 's receipt of the same; (vvi) Buyer shall give Seller prompt written notice and obtain Seller's prior written consent (not to be unreasonably withheld) if Buyer desires to conduct a Phase II (as that term is defined by the American Society for Testing and Materials) study based on the recommendations of Buyer's independent environmental consultant (acting reasonably) with respect to the Assets. With respect to any samples taken in connection with Buyer's Environmental Review, Buyer shall take split samples, providing one of each such sample, properly labeled and identified, to Seller; (vii) Buyer and/or its consultant shall perform all such work in a safe and workmanlike manner, shall not unreasonably interfere with Seller’s 's operations, and shall comply with all Laws of applicable Governmental Authorities; (viviii) Seller Buyer shall use commercially reasonable efforts to obtain be solely responsible for obtaining any third party consents that are required in order to perform any work comprising Buyer’s 's Environmental Review, and Buyer shall consult with Seller prior to requesting each such third party consent; and (viiix) Buyer hereby agrees to release and defend, indemnify, indemnify and hold harmless Seller and Seller’s 's Representatives from and against all Claims made by (or attributable to the acts or omissions of) Buyer or Buyer’s 's Representatives (INCLUDING THOSE RESULTING FROM THE SOLE, JOINT, OR CONCURRENT NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT), STRICT LIABILITY OR OTHER LEGAL FAULT OF SELLER OR ANY OF SELLER’S 'S REPRESENTATIVES) arising out of or relating to Buyer’s 's Environmental Review. The release and indemnity provisions of this Section 4.09 shall survive termination or Closing of this Agreement notwithstanding anything to the contrary provided for in this Agreement. (b) Unless otherwise required by applicable Laws, Buyer shall treat any matters revealed by Buyer’s 's Environmental Review and any environmental review provided by Seller to Buyer, including any analyses, compilations, studies, documents, reports, reports or data prepared or generated from such review, but excluding any public information review (the “"Environmental Information”"), as confidential, and, except as provided below, Buyer shall not disclose any Environmental Information to any Governmental Authority, or, prior to Closing to any Authority or other third party without the prior written consent of Seller. Buyer may use the Environmental Information prior to Closing only in connection with the transactions contemplated by this Agreement. The Environmental Information shall be disclosed by Buyer to only those persons who need to know the Environmental Information for purposes of evaluating the transaction contemplated by this Agreement, and who agree to be bound by the terms of this Section 4.09. If Buyer or any third party to whom Buyer has provided any Environmental Information is requested, compelled, or required to disclose any of the Environmental Information prior to Closing, Buyer shall provide Seller with prompt notice sufficiently prior to any such disclosure so as to allow Seller to file for any protective order, or seek any other remedy, as it deems appropriate under the circumstances. If this Agreement is terminated prior to the Closing, upon Seller’s request Buyer shall deliver the Environmental Information, and all copies thereof and works based thereon, to Seller, which Environmental Information shall become the sole property of Seller. Upon request Buyer shall provide copies of the Environmental Information to Seller without charge. The terms and provisions of this Section 4.09(b) shall survive any termination of this Agreement, notwithstanding anything to the contrary.Section

Environmental Review. From the date of this Agreement through the Notification Date Buyer may conduct an environmental assessment of the Assets, subject to the following: (a) Buyer shall have the right to conduct on-site inspections, including, but not limited to, Phase I testing or cause a consultant (but not Phase II testing“Buyer’s Environmental Consultant”) (as those terms are defined by the American Society for Testing and Materials) to conduct an environmental assessments review of the AssetsAssets following the Execution Date until September 15, including, but not limited to, sampling and analysis of soil, air, surface water, groundwater and waste materials, prior to 2006 at 5:00 p.m. Mountain Time (the end of the Notification Date “Environmental Examination Period”) (“Buyer’s Environmental Review”) and Seller shall provide to Buyer a copy of any environmental review Seller has in its possession subject to the same terms of confidentiality subsequently set forth herein; (i) ). The cost and expense of Buyer’s Environmental Review Review, if any, shall be borne solely by Buyer; . Buyer shall (and shall cause Buyer’s Environmental Consultant to): (i) consult with Seller before conducting any work comprising Buyer’s Environmental Review, (ii) All inspections must be coordinated through a designated representative of Seller who may accompany Buyer during the course of Buyer’s inspection of the Assets; (iii) Buyer shall give Seller notice not less than 48 hours before any visits by Buyer and/or its consultant to the Assets, and Buyer shall seek and obtain Seller’s prior consent (which shall not be unreasonably withheld) before either Buyer or Buyer’s consultant enters the Assets; (iv) Buyer shall provide Seller a copy of any Phase I reports affecting the Assets promptly after Buyer’s receipt of the same; (v) Buyer and/or its consultant shall perform all such work in a safe and workmanlike manner, shall manner and so as to not unreasonably interfere with Seller’s operations, and shall (iii) comply with all Laws of applicable Governmental Authorities; (vi) Seller laws, rules, and regulations. Buyer shall use commercially reasonable efforts to obtain be solely responsible for obtaining any third party Third Party consents that are required in order to perform any work comprising Buyer’s Environmental Review; and (vii) , and Buyer shall consult with Seller prior to requesting each such Third Party consent. Seller shall have the right to have a representative or representatives accompany Buyer and Buyer’s Environmental Consultant at all times during Buyer’s Environmental Review. With respect to any samples taken in connection with Buyer’s Environmental Review, upon the request of Seller, Buyer shall take split samples, providing one of each such sample, properly labeled and identified, to Seller. Buyer hereby agrees to release and release, defend, indemnify, indemnify and hold harmless Seller and Seller’s Representatives from and against all Claims made by (claims, losses, damages, costs, expenses, causes of action and judgments of any kind or attributable to the acts or omissions of) Buyer or Buyer’s Representatives (INCLUDING THOSE RESULTING FROM THE SOLE, JOINT, OR CONCURRENT NEGLIGENCE (BUT NOT WILLFUL MISCONDUCT), STRICT LIABILITY OR OTHER LEGAL FAULT OF SELLER OR ANY OF SELLER’S REPRESENTATIVES) character arising out of or relating to Buyer’s Environmental Review. The release and indemnity provisions , but said indemnification shall exclude any claims of this Section 4.09 shall survive termination or Closing Seller for loss of this Agreement notwithstanding anything to market value of the contrary provided for in this AgreementAssets. (b) Unless otherwise required by applicable Lawslaw, Buyer shall (and shall cause Buyer’s Environmental Consultant to) treat confidentially any matters revealed by Buyer’s Environmental Review and any environmental review provided by Seller to Buyer, including any analyses, compilations, studies, documents, reports, reports or data prepared or generated from such review, but excluding any public information review (the “Environmental Information”), as confidential, and, except as provided below, and Buyer shall not (and shall cause Buyer’s Environmental Consultant to not) disclose any Environmental Information to any Governmental Authority, or, prior to Closing to any Authority or other third party Third Party without the prior written consent of Seller. Unless otherwise required by law, Buyer may use the Environmental Information prior to Closing only in connection with the transactions contemplated by this Agreement. The Environmental Information shall be disclosed by Buyer to only those persons who need to know Agreement and may not, directly or indirectly use the Environmental Information for purposes of evaluating the transaction contemplated by this Agreement, and who agree in any manner contrary to be bound by the terms of this Section 4.09Seller’s interests. If Buyer Buyer, Buyer’s Environmental Consultant, or any third party Third Party to whom Buyer has provided any Environmental Information is requested, compelled, or required become legally compelled to disclose any of the Environmental Information prior to ClosingInformation, Buyer shall provide Seller with prompt notice sufficiently prior to any such disclosure so as to allow Seller to file for any protective order, or seek any other remedy, as it deems appropriate under the circumstances. If this Agreement is terminated prior to the Closing, upon Seller’s request Buyer shall deliver the Environmental Information, and all copies thereof and works based thereon, Information to Seller, which Environmental Information shall become the sole property of Seller. Upon request Buyer shall provide copies of the Environmental Information to Seller without charge. The terms and provisions of this Section 4.09(b) shall survive any termination of this Agreement, notwithstanding anything to the contrary.

Environmental Review. From the date of this Agreement through the Notification Date Buyer may conduct an environmental assessment of the Assets, subject to the following: (a) Buyer Purchaser shall have the right to conduct on-site inspections, including, but not limited to, Phase I testing or cause a consultant (but not Phase II testing“Purchaser’s Environmental Consultant”) (as those terms are defined by the American Society for Testing and Materials) to conduct an environmental assessments review of the Assets, including, but not limited to, sampling and analysis of soil, air, surface water, groundwater and waste materials, Assets prior to the end of the Notification Date Closing (“BuyerPurchaser’s Environmental Review”) and Seller shall provide to Buyer a copy of any environmental review Seller has in its possession subject to the same terms of confidentiality subsequently set forth herein; (i) ). The cost and expense of BuyerPurchaser’s Environmental Review Review, if any, shall be borne solely by Buyer; Purchaser. Purchaser shall (and shall cause Purchaser’s Environmental Consultant to): (i) consult with Seller before conducting any work comprising Purchaser’s Environmental Review, (ii) All inspections must be coordinated through a designated representative of Seller who may accompany Buyer during the course of Buyer’s inspection of the Assets; (iii) Buyer shall give Seller notice not less than 48 hours before any visits by Buyer and/or its consultant to the Assets, and Buyer shall seek and obtain Seller’s prior consent (which shall not be unreasonably withheld) before either Buyer or Buyer’s consultant enters the Assets; (iv) Buyer shall provide Seller a copy of any Phase I reports affecting the Assets promptly after Buyer’s receipt of the same; (v) Buyer and/or its consultant shall perform all such work in a safe and workmanlike manner, shall manner and so as to not unreasonably interfere with Seller’s operations, and shall (iii) comply with all Laws of applicable Governmental Authorities; (vi) Seller laws, rules, and regulations. Purchaser shall use commercially reasonable efforts to obtain be solely responsible for obtaining any third party Third Party consents that are required in order to perform any work comprising BuyerPurchaser’s Environmental Review; and (vii) Buyer , and Purchaser shall consult with Seller prior to requesting each such Third Party consent. Seller shall have the right to have a representative or representatives accompany Purchaser and Purchaser’s Environmental Consultant at all times during Purchaser’s Environmental Review. With respect to any samples taken in connection with Purchaser’s Environmental Review, Purchaser shall take split samples, providing one of each such sample, properly labeled and identified, to Seller. Purchaser hereby agrees to release and release, defend, indemnify, indemnify and hold harmless Seller and Seller’s Representatives from and against all Claims made by (claims, losses, damages, costs, expenses, causes of action and judgments of any kind or attributable to the acts or omissions of) Buyer or Buyer’s Representatives character (INCLUDING THOSE RESULTING FROM THE SELLER’S SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE (BUT NOT WILLFUL MISCONDUCT), OR STRICT LIABILITY OR OTHER LEGAL FAULT OF SELLER OR ANY OF SELLER’S REPRESENTATIVESLIABILITY) arising out of or relating to BuyerPurchaser’s Environmental Review. The release and indemnity provisions of this Section 4.09 shall survive termination or Closing of this Agreement notwithstanding anything to the contrary provided for in this Agreement. (b) Unless otherwise required by applicable Lawslaw, Buyer Purchaser shall (and shall cause Purchaser’s Environmental Consultant to) treat confidentially any matters revealed by BuyerPurchaser’s Environmental Review and any environmental review provided by Seller to Buyer, including any analyses, compilations, studies, documents, reports, reports or data prepared or generated from such review, but excluding any public information review (the “Environmental Information”), as confidential, and, except as provided below, Buyer and Purchaser shall not (and shall cause Purchaser’s Environmental Consultant to not) disclose any Environmental Information to any Governmental Authority, or, prior to Closing to any Authority or other third party Third Party without the prior written consent of Seller. Buyer Unless otherwise required by law, Purchaser may use the Environmental Information prior to Closing only in connection with the transactions contemplated by this Agreement. The If Purchaser, Purchaser’s Environmental Information shall be disclosed by Buyer to only those persons who need to know the Environmental Information for purposes of evaluating the transaction contemplated by this AgreementConsultant, and who agree to be bound by the terms of this Section 4.09. If Buyer or any third party Third Party to whom Buyer Purchaser has provided any Environmental Information is requested, compelled, or required become legally compelled to disclose any of the Environmental Information prior to ClosingInformation, Buyer Purchaser shall provide Seller with prompt notice sufficiently prior to any such disclosure so as to allow Seller to file for any protective order, or seek any other remedy, as it deems appropriate under the circumstances. If this Agreement is terminated prior to the Closing, upon Seller’s request Buyer Purchaser shall deliver the Environmental Information, and all copies thereof and works based thereon, Information to Seller, which Environmental Information shall become the sole property of Seller. Upon request Buyer Purchaser shall provide copies of the Environmental Information to Seller without charge. The terms and provisions of this Section 4.09(b) shall survive any termination of this Agreement, notwithstanding anything to the contrary.

Environmental Review. From the date of this Agreement through the Notification Date Buyer may conduct an environmental assessment of the AssetsAssets prior to the expiration of the Title Claim Date, subject to the following: (a) Buyer shall have the right to conduct on-site inspections, including, but not limited to, a Phase I testing (but not Phase II testing) (as those terms are that term is defined by the American Society for Testing and Materials) environmental assessments review of the Assets, including, but not limited to, sampling and analysis of soil, air, surface water, groundwater and waste materials, Assets prior to the end expiration of the Notification Date Examination Period (“Buyer’s Environmental Review”) and Seller shall provide to Buyer a copy of any environmental review Seller has in its possession subject to the same terms of confidentiality subsequently set forth herein; (i) The cost and expense of Buyer’s Environmental Review shall be borne solely by Buyer; (ii) All inspections must be coordinated through a designated representative of Seller who may accompany Buyer during the course of Buyer’s inspection of the Assets; (iii) All environmental assessments shall be conducted by an independent environmental consultant engaged by Buyer at Buyer’s expense; (iv) Buyer shall give Seller notice not more than seven (7) days and not less than 48 forty eight (48) hours before any visits by Buyer and/or its consultant to the Assets, and Buyer shall seek and obtain Seller’s prior consent (which shall not be unreasonably withheld) before either Buyer it or Buyer’s its consultant enters the Assets; (ivv) Buyer shall provide Seller a copy of any the Phase I reports report affecting the Assets promptly after Buyer’s receipt of the same; (vvi) Buyer shall give Seller prompt written notice and obtain Seller’s prior written consent (not to be unreasonably withheld) if Buyer desires to conduct a Phase II (as that term is defined by the American Society for Testing and Materials) study based on the recommendations of Buyer’s independent environmental consultant (acting reasonably) with respect to the Assets. With respect to any samples taken in connection with Buyer’s Environmental Review, Buyer shall take split samples, providing one of each such sample, properly labeled and identified, to Seller; (vii) Buyer and/or its consultant shall perform all such work in a safe and workmanlike manner, shall not unreasonably interfere with Seller’s operations, and shall comply with all Laws of applicable Governmental Authorities; (viviii) Seller Buyer shall use commercially reasonable efforts to obtain be solely responsible for obtaining any third party consents that are required in order to perform any work comprising Buyer’s Environmental Review, and Buyer shall consult with Seller prior to requesting each such third party consent; and (viiix) Buyer hereby agrees to release and defend, indemnify, indemnify and hold harmless Seller and Seller’s Representatives from and against all Claims made by (or attributable to the acts or omissions of) Buyer or Buyer’s Representatives (INCLUDING THOSE RESULTING FROM THE SOLE, JOINT, OR CONCURRENT NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT), STRICT LIABILITY OR OTHER LEGAL FAULT OF SELLER OR ANY OF SELLER’S REPRESENTATIVES) arising out of or relating to Buyer’s Environmental Review. The release and indemnity provisions of this Section 4.09 shall survive termination or Closing of this Agreement notwithstanding anything to the contrary provided for in this Agreement. (b) Unless otherwise required by applicable Laws, Buyer shall treat any matters revealed by Buyer’s Environmental Review and any environmental review provided by Seller to Buyer, including any analyses, compilations, studies, documents, reports, reports or data prepared or generated from such review, but excluding any public information review (the “Environmental Information”), as confidential, and, except as provided below, Buyer shall not disclose any Environmental Information to any Governmental Authority, or, prior to Closing to any Authority or other third party without the prior written consent of Seller. Buyer may use the Environmental Information prior to Closing only in connection with the transactions contemplated by this Agreement. The Environmental Information shall be disclosed by Buyer to only those persons who need to know the Environmental Information for purposes of evaluating the transaction contemplated by this Agreement, and who agree to be bound by the terms of this Section 4.09. If Buyer or any third party to whom Buyer has provided any Environmental Information is requested, compelled, compelled or required to disclose any of the Environmental Information prior to ClosingInformation, Buyer shall provide Seller with prompt notice sufficiently prior to any such disclosure so as to allow Seller to file for any protective order, or seek any other remedy, as it deems appropriate under the circumstances. If this Agreement is terminated prior to the Closing, upon Seller’s request Buyer shall deliver the Environmental Information, and all copies thereof and works based thereon, to Seller, which Environmental Information shall become the sole property of Seller. Upon request Buyer shall provide copies of the Environmental Information to Seller without charge. The terms and provisions of this Section 4.09(b) shall survive any such termination of this Agreement, notwithstanding anything to the contrary.

Environmental Review. From the date of this Agreement through the Notification Date Buyer may conduct an environmental assessment of the Assets, subject to the following: (a) Buyer shall have the right to conduct on-site inspections, including, but not limited to, Phase I testing or cause its environmental consultant (but not Phase II testing“Buyer’s Environmental Consultant”) (as those terms are defined by the American Society for Testing and Materials) to conduct an environmental assessments review of the Assets, including, but not limited to, sampling and analysis of soil, air, surface water, groundwater and waste materials, Assets prior to the end expiration of the Notification Date Defects Deadline (“Buyer’s Environmental Review”) and Seller shall provide to Buyer a copy of any environmental review Seller has in its possession subject to the same terms of confidentiality subsequently set forth herein; (i) ). The cost and expense of Buyer’s Environmental Review shall be borne solely by Buyer; . Buyer shall (and shall instruct Buyer’s Environmental Consultant to): (i) consult with Sellers’ Representative before conducting any work comprising Buyer’s Environmental Review, (ii) All inspections must be coordinated through a designated representative of Seller who may accompany Buyer during the course of Buyer’s inspection of the Assets; (iii) Buyer shall give Seller notice not less than 48 hours before any visits by Buyer and/or its consultant to the Assets, and Buyer shall seek and obtain Seller’s prior consent (which shall not be unreasonably withheld) before either Buyer or Buyer’s consultant enters the Assets; (iv) Buyer shall provide Seller a copy of any Phase I reports affecting the Assets promptly after Buyer’s receipt of the same; (v) Buyer and/or its consultant shall perform all such work in a safe and workmanlike manner, shall manner and so as to not unreasonably interfere with any Seller’s operations, and shall (iii) comply with all Laws of applicable Governmental Authorities; (vi) laws. Each Seller shall use commercially reasonable efforts to obtain will assist Buyer in obtaining any third party consents that are required in order to perform any work comprising Buyer’s Environmental Review; and (vii) . Sellers shall have the right to have a representative or representatives accompany Buyer hereby agrees to release and defend, indemnify, and hold harmless Seller and Seller’s Representatives from and against all Claims made by (or attributable to the acts or omissions of) Buyer or Buyer’s Representatives (INCLUDING THOSE RESULTING FROM THE SOLE, JOINT, OR CONCURRENT NEGLIGENCE (BUT NOT WILLFUL MISCONDUCT), STRICT LIABILITY OR OTHER LEGAL FAULT OF SELLER OR ANY OF SELLER’S REPRESENTATIVES) arising out of or relating to Environmental Consultant at all times during Buyer’s Environmental Review. The release Sellers shall have the right to have a representative or representatives accompany Buyer and indemnity provisions of this Section 4.09 Buyer’s Environmental Consultant at all times during Buyer’s Environmental Review, and Buyer shall survive termination give Sellers’ Representative notice not less than 24 hours before any visits by Buyer or Closing of this Agreement notwithstanding anything Buyer’s Environmental Consultant to the contrary Assets; provided for that, if Buyer timely provides such notice with respect to any such visit, then Buyer or Buyer’s Environmental Consultant may proceed with such visit at such times and at such places as are indicated in this Agreementsuch notice regardless of whether a representative or representatives of Sellers is present at such visit. With respect to any samples taken in connection with Buyer’s Environmental Review, Buyer shall take split samples, providing one of each such sample, properly labeled and identified, to Sellers’ Representative. BUYER HEREBY AGREES TO RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS EACH SELLER, AND ITS AFFILIATES, AND THEIR RESPECTIVE FORMER, CURRENT OR FUTURE, PARTNERS, MEMBERS, SHAREHOLDERS, OWNERS, OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, AGENTS AND REPRESENTATIVES, FROM AND AGAINST ALL CLAIMS, LOSSES, DAMAGES, COSTS, EXPENSES, CAUSES OF ACTION AND JUDGMENTS OF ANY KIND OR CHARACTER (INCLUDING THOSE CLAIMS, LOSSES, DAMAGES, COSTS, EXPENSES, CAUSES OF ACTION AND JUDGMENTS RESULTING FROM A SELLER’S JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY BUT EXPRESSLY NOT INCLUDING THOSE CLAIMS, LOSSES, DAMAGES, COSTS, EXPENSES, CAUSES OF ACTION AND JUDGMENTS RESULTING FROM A SELLER’S (OR ANY OF ITS PARTNER’S, MEMBER’S, SHAREHOLDER’S, OWNER’S, OFFICER’S, DIRECTOR’S, MANAGER’S, EMPLOYEE’S, AGENT’S OR REPRESENTATIVE’S) SOLE NEGLIGENCE, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) ARISING OUT OF OR RELATING TO BUYER’S ENVIRONMENTAL REVIEW. (b) The provisions of this Section 4.08(b) shall apply (i) prior to the Closing and (ii) if the Closing does not occur. Unless otherwise required by applicable Lawslaw, Buyer shall (and shall instruct Buyer’s Environmental Consultant to) treat confidentially any matters revealed by Buyer’s Environmental Review and any environmental review provided by Seller to Buyer, including any analyses, compilations, studies, documents, reports, reports or data prepared or generated from such review, but excluding any public information review (the “Environmental Information”), as confidential, and, except as provided belowunless required by law, Buyer shall not (and shall instruct Buyer’s Environmental Consultant to not) disclose any Environmental Information to any Governmental Authority, or, prior to Closing to any Authority or other third party without the prior written consent of SellerSellers’ Representative. Unless otherwise required by law, Buyer may use the Environmental Information prior to Closing only in connection with the transactions contemplated by this Agreement. The If Buyer, Buyer’s Environmental Information shall be disclosed by Buyer to only those persons who need to know the Environmental Information for purposes of evaluating the transaction contemplated by this AgreementConsultant, and who agree to be bound by the terms of this Section 4.09. If Buyer or any third party to whom Buyer has provided any Environmental Information is requested, compelled, or required become legally compelled to disclose any of the Environmental Information prior to ClosingInformation, Buyer shall (to the extent practicable and unless prohibited by law) provide Seller Sellers’ Representative with prompt reasonable advance notice sufficiently prior to any such disclosure so as to allow Seller Sellers’ Representative to file for any seek a protective order, or seek any other remedy, as it deems appropriate under the circumstances. If this Agreement Regardless as to whether or not Sellers’ Representative is terminated prior able to obtain such a protective order or other remedy, Buyer shall be permitted to disclose such Environmental Information without any liability hereunder to the Closing, upon Seller’s request Buyer shall deliver the Environmental Information, and all copies thereof and works based thereon, to Seller, which Environmental Information shall become the sole property of Seller. Upon request Buyer shall provide copies of the Environmental Information to Seller without charge. The terms and provisions of this Section 4.09(b) shall survive any termination of this Agreement, notwithstanding anything to the contraryextent legally compelled.