Common use of Remedies for Environmental Defects Clause in Contracts

Remedies for Environmental Defects. (a) If any Environmental Defect described in a notice delivered in accordance with Section 4.03 is not cured on or before the Closing, and Seller has not elected to exclude the affected Assets from this sale or Buyer and Seller have not agreed for Seller to indemnify Buyer for the Environmental Defect, then the Purchase Price shall be reduced by the Environmental Defect Value of such Environmental Defect as agreed by the Parties. (b) If Buyer and Seller have not agreed as to the validity of any asserted Environmental Defect, or if the Parties have not agreed on the Environmental Defect Value therefor, and if Seller shall not have elected to exclude the affected Assets from this sale pursuant to Section 4.03(b)(ii), then either Party shall have the right to elect to have the validity of the asserted Environmental Defect, and/or the Environmental Defect Value for such Environmental Defect, determined by an Independent Expert pursuant to Section 16.03. If the validity of any such asserted Environmental Defect or the amount of any such Environmental Defect Value is not determined by the Closing, the Asset affected by such disputed Environmental Defect shall be excluded from the Closing and the Purchase Price paid at the Closing shall be reduced by the Allocated Value of that Asset. Upon resolution of such dispute, the Allocated Value of that Asset less the Environmental Defect Value, if any, found to be attributable to such Environmental Defect shall, subject to this Section 4.04, be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlement. Notwithstanding the foregoing, either Buyer or Seller shall have the right to exclude an Asset from the sale if the Environmental Defect Value exceeds the Allocated Value of the Asset(s) affected thereby. (c) Notwithstanding anything to the contrary in this Agreement, (i) if the Environmental Defect Value for a given individual Environmental Defect does not exceed $50,000, then no adjustment to the Purchase Price shall be made for such Environmental Defect; (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefore and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excess.

Remedies for Environmental Defects. (a) If If, as of the Closing Date, the Assets are affected by an uncured or otherwise unresolved Environmental Defect noticed pursuant to the provisions of Section 4.11, the affected portion of the Assets shall not be sold, transferred, or conveyed to Buyer at Closing, and the Purchase Price shall, subject to the terms of Section 4.14, be decreased by the Allocated Value of the portion of the Assets so affected. Thereafter, Buyer and Seller shall act reasonably and in good faith either (i) to agree (y) as to the manner of cure for such Environmental Defect or (z) the value of such Environmental Defect and adjust the Final Settlement Statement in the amount thereof net of any Purchase Price adjustment made at Closing, in which event the affected portion of the Assets shall be conveyed to Buyer; provided that if option (y) is agreed to, no assignment of the affected portion of the Assets shall be made as between Seller and Buyer until such agreed cure is accomplished to Buyer’s reasonable satisfaction whereupon the Allocated Value previously deducted from the Purchase Price shall be paid by Buyer to Seller, or (ii) with respect to any Environmental Defect described in a notice delivered in accordance with Section 4.03 is not cured on or before as to which the Closing, and Seller has not elected Parties are unable to exclude agree within 30 days of Closing as to the affected Assets from this sale or Buyer and Seller have not agreed for Seller to indemnify Buyer for validity of the Environmental Defect, then the Environmental Defect Value, or the manner of correction, submit such matter to be determined by an Independent Expert pursuant to Section 4.13. (b) With respect to any Asset which is not sold, transferred, or conveyed to Buyer at the Closing pursuant to the terms of Section 4.12(a), after the Closing and at such time as any Environmental Defect Value or the manner of correction for an Environmental Defect is determined and, in either event, the amount thereof is determined to be less than the Allocated Value for the affected portion of the Assets, Seller shall have the right (i) in the case of an Environmental Defect Value determination, to have the Purchase Price reduced by only the Environmental Defect Value as so determined or (ii) in the case of the cure determination, to elect to cure the Environmental Defect to Buyer’s reasonable satisfaction. The consequence of (i) shall be that Buyer will pay to Seller an amount equal to the Allocated Value for the affected Assets minus the Environmental Defect Value and the affected portion of the Assets previously retained by Seller shall be conveyed to Buyer. The consequence of (ii) shall be that upon achieving Buyer’s written acknowledgement that the Environmental Defect has been cured to its reasonable satisfaction, the Allocated Value for such previously retained Asset shall be paid to Seller and the affected portion of the Assets shall be conveyed to Buyer. If no Environmental Defect is determined to exist, Buyer shall pay the Allocated Value attributable to the affected portion of the Assets to Seller, and Seller shall convey the previously retained portion of the Assets to Buyer. If the Environmental Defect Value or the cost to cure an Environmental Defect is determined to be greater than the Allocated Value of the affected portion of the Assets, Seller shall retain the affected portion of the Assets, and the Purchase Price shall be reduced by the Environmental Defect Value of such Environmental Defect as agreed by the Parties. (b) If Buyer and Seller have not agreed as to the validity of any asserted Environmental Defect, or if the Parties have not agreed on the Environmental Defect Value therefor, and if Seller shall not have elected to exclude the affected Assets from this sale pursuant to Section 4.03(b)(ii), then either Party shall have the right to elect to have the validity of the asserted Environmental Defect, and/or the Environmental Defect Value for such Environmental Defect, determined by an Independent Expert pursuant to Section 16.03. If the validity of any such asserted Environmental Defect or the amount of any such Environmental Defect Value is not determined by the Closing, the Asset affected by such disputed Environmental Defect shall be excluded from the Closing and the Purchase Price paid at the Closing shall be reduced by the Allocated Value of that Asset. Upon resolution of such dispute, the Allocated Value of that Asset less the Environmental Defect Value, if any, found to be attributable to such Environmental Defect shall, subject to this Section 4.04, be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is part portion of the mutually agreed settlement. Notwithstanding the foregoing, either Buyer or Seller shall have the right to exclude an Asset from the sale if the Environmental Defect Value exceeds the Allocated Value of the Asset(s) affected therebyAssets. (c) Notwithstanding anything to the contrary in this Agreement, (i) if the Environmental Defect Value for a given individual Environmental Defect does not exceed $50,000, then no adjustment to the Purchase Price shall be made for such Environmental Defect; (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefore and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excess.

Remedies for Environmental Defects. (a) If Subject to Seller’s continuing right to dispute the existence of a Environmental Defect and/or the Remediation Amount asserted with respect thereto, in the event that any Environmental Defect described in a notice delivered timely asserted by Buyer in accordance with Section 4.03 12.1(a) is not waived in writing by Buyer or cured on or before the Closing, Seller shall, at its sole option, elect to: (i) subject to the Individual Environmental Threshold and Seller has not elected to exclude the affected Assets from this sale or Buyer and Seller have not agreed for Seller to indemnify Buyer Environmental Indemnity Deductible, reduce the Purchase Price by the Remediation Amount; (ii) assume responsibility for the Remediation of such Environmental Defect; (iii) retain the entirety of the Asset that is subject to such Environmental Defect, then together with all associated Assets, in which event the Purchase Price shall be reduced by an amount equal to the Environmental Defect Allocated Value of such Asset and such associated Assets; or (iv) if applicable, terminate this Agreement pursuant to Section 14.1(f). If Seller elects the option set forth in clause (i) above, Buyer shall be deemed to have assumed responsibility for Remediation of such Environmental Defect as agreed by the Parties. (b) If Buyer and Seller have not agreed as to the validity of any asserted Environmental Defect, or if the Parties have not agreed on the such Environmental Defect Value thereforand all Liabilities with respect thereto shall be deemed to constitute Assumed Obligations. If Seller elects the option set forth in clause (ii) above, and if Seller shall not use reasonable efforts to implement such Remediation in a manner which is consistent with the requirements of Environmental Laws in a timely fashion for the type of Remediation that Seller elects to undertake and shall have elected access to exclude the affected Assets from this sale pursuant to Section 4.03(b)(ii), then either Party shall have the right to elect to have the validity of the asserted Environmental Defect, and/or the Environmental Defect Value for such Environmental Defect, determined by an Independent Expert pursuant to Section 16.03. If the validity of any such asserted Environmental Defect or the amount of any such Environmental Defect Value is not determined by the Closing, the Asset affected by such disputed Environmental Defect shall be excluded from after the Closing Date to implement and the Purchase Price paid at the Closing shall be reduced by the Allocated Value of that Asset. Upon resolution of complete such dispute, the Allocated Value of that Asset less the Environmental Defect Value, if any, found to be attributable to such Environmental Defect shall, subject to this Section 4.04, be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlement. Notwithstanding the foregoing, either Buyer or Seller shall have the right to exclude an Asset from the sale if the Environmental Defect Value exceeds the Allocated Value of the Asset(s) affected thereby. (c) Notwithstanding anything to the contrary in this Agreement, (i) if the Environmental Defect Value for a given individual Environmental Defect does not exceed $50,000, then no adjustment to the Purchase Price shall be made for such Environmental Defect; (ii) if the aggregate adjustment to the Purchase Price determined Remediation in accordance with this an Access Agreement for Title Defects and Environmental Defects does not exceed three percent in substantially the form attached hereto as Exhibit E (3%the “Access Agreement”). Seller will be deemed to have adequately completed the Remediation required in the immediately preceding sentence (A) upon receipt of a certificate or approval from the Purchase Price prior to any adjustments thereto, then no adjustment of applicable Governmental Authority that the Purchase Price shall be made therefore and (iii) if the aggregate adjustment Remediation has been implemented to the Purchase Price determined in accordance extent necessary to comply with this Agreement for Title Defects and Environmental Defects does exceed three percent existing regulatory requirements or (3%B) upon receipt of a certificate from a licensed professional engineer that the Purchase Price prior Remediation has been implemented to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excessextent necessary to comply with existing regulatory requirements.

Remedies for Environmental Defects. Subject to Sections 7.5 and 7.6, the following shall be Buyer’s sole and exclusive remedy with respect to alleged Environmental Defects: (a) If any Upon the receipt of an Environmental Defect described in a notice delivered in accordance with Section 4.03 Notice from Buyer asserting an alleged Environmental Defect, Seller shall have the option, but not the obligation, to attempt to cure such Environmental Defect at any time prior to the Closing. (b) With respect to any alleged Environmental Defect that is not reasonably cured on or before the Closing, and Seller has the Environmental Defect Value for such Asset exceeds the Allocated Value for such Asset, either Party may have the option, but not elected the obligation, to exclude the affected Asset from the Assets from this sale or Buyer delivered at Closing and Seller have not agreed for Seller to indemnify Buyer for the Environmental Defect, then the Purchase Price shall be reduced by the Allocated Value of such affected Asset. (c) With respect to each alleged Environmental Defect that is not reasonably cured on or before the Closing and has not been excluded from the transaction pursuant to Section 7.4(b), the Purchase Price hereunder will be reduced by an amount equal to the Environmental Defect Value of such Environmental Defect as agreed by the Partiesthereof. (bi) If Seller has not objected in writing to Buyer and Seller have not agreed as to on or before Closing upon the validity of any asserted Environmental Defect, or if the Parties have not agreed on the Environmental Defect Value therefor, and therefor or (ii) if Seller shall Buyer has not have elected to exclude the affected Assets from this sale pursuant to Section 4.03(b)(ii)agreed upon whether an alleged Environmental Defect has been reasonably cured, then either Party party by written notice to the other party, delivered before or after Closing, shall have the right to elect to have the validity of the asserted Environmental Defect, and/or the Environmental Defect Value for such Environmental Defect, or the sufficiency of Seller’s cure determined by an Independent Expert pursuant to Section 16.038. If the validity of any such asserted Environmental Defect or the amount of any such Environmental Defect Value is not determined by the Closing, the Asset affected by such disputed Environmental Defect shall be excluded from the Closing and the Purchase Price paid at the Closing shall be reduced by the Allocated Value of that Asset. Upon resolution of such dispute, the Allocated Value of that Asset less the Environmental Defect Value, if any, found to be attributable to such Environmental Defect shall, subject to this Section 4.04, be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlement. Notwithstanding the foregoing, either Buyer or Seller shall have the right to exclude an Asset from the sale if the Environmental Defect Value exceeds the Allocated Value of the Asset(s) Asset, then the affected thereby. Asset shall be withheld from Closing and not conveyed to Buyer (c) Notwithstanding anything and the Purchase Price shall be reduced by the Allocated Value, subject to the contrary in this Agreement, resolution of such dispute by the Independent Expert under Section 8 (i) and if the Environmental Defect Value for a given individual is less than the Allocated Value of the affected Asset, then such Asset shall be conveyed to Buyer at Closing, but Buyer shall withhold the Environmental Defect does not exceed $50,000Value asserted by Buyer from the Closing payment, then no adjustment subject to the Purchase Price shall be made for resolution of such Environmental Defect; (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefore and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted dispute by the amount of such excessIndependent Expert under Section 8).

Remedies for Environmental Defects. (a) If Subject to the continuing right of Seller to dispute the existence of an asserted Environmental Defect and/or the asserted Environmental Defect Value and subject to the rights of the Parties under Section 13.01(f), if any Environmental Defect described in a notice delivered timely asserted by Buyer in accordance with Section 4.03 5.03 is not waived in writing by Buyer or cured on or before the Closing, and Seller has not elected shall, at Seller's sole option, elect to: (i) subject to exclude Section 5.04(c), reduce the affected Assets from this sale or Buyer and Seller have not agreed for Seller to indemnify Buyer Purchase Price by the Environmental Defect Value for the Environmental Defect as determined in accordance with Section 5.02(c) or Article XVIII (which shall cause such alleged Environmental Defect to become an Assumed Obligation under Section 16.02); (ii) indemnify Buyer against all claims resulting from the Environmental Defect pursuant to an indemnity agreement (the “Environmental Indemnity Agreement”) in the form attached to this Agreement as Exhibit E; or (iii) retain the entirety of the Asset that is subject to such Environmental Defect, then together with all associated Assets, in which event the Purchase Price shall be reduced by an amount equal to the Environmental Defect Allocated Value of such Environmental Defect as agreed by the PartiesAsset and the associated Assets. (b) If at or before the Closing Buyer and Seller have not agreed as to on the validity of any asserted Environmental Defect, Defect or if the Parties have not agreed on the Environmental Defect Value therefor, attributable to the Environmental Defect and if Seller shall has not have elected to exclude indemnify the affected Buyer with respect to the Environmental Defect under Section 5.04(a)(ii) or to retain the Assets from this sale pursuant to associated with the Environmental Defect under Section 4.03(b)(ii5.04(a)(iii), then either Party Buyer or Seller shall have the right to elect to have the Dispute regarding the validity of the asserted Environmental Defect, and/or Defect or the Environmental Defect Value for such Environmental Defect, determined by an Independent Expert pursuant to Section 16.03in accordance with Article XVIII. If the validity of any such asserted Environmental Defect or the amount of any such Environmental Defect Value is not determined by the ClosingIn that event, the Asset affected by such disputed Environmental Defect shall be excluded from the Closing and the Purchase Price paid at the Closing shall not be reduced by virtue of the Allocated Value of that Asset. Upon disputed Environmental Defect or Environmental Defect Value, but on the final resolution of such dispute, the Allocated Value of that Asset less Dispute the Environmental Defect Value, if any, found to be attributable to such the Environmental Defect shall, subject to this Section 4.045.04(c), be paid refunded by Seller to Buyer to Seller and the Asset conveyed to Buyer, if that is part within three (3) Business Days of the mutually agreed settlement. Notwithstanding the foregoing, either Buyer or Seller shall have the right to exclude an Asset from the sale if the Environmental Defect Value exceeds the Allocated Value of the Asset(s) affected therebysuch resolution. (c) Notwithstanding anything to the contrary in this Agreement, Agreement (i) if the Environmental Defect Value for a given particular individual Environmental Defect does not exceed $50,00040,000, then no adjustment to the Purchase Price shall be made for such the Environmental Defect; , (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects (exceeding $40,000) does not exceed three two percent (32%) of the Unadjusted Purchase Price prior to any adjustments theretoother adjustments, then no adjustment of the Purchase Price shall be made therefore on account of Environmental Defects, and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects (exceeding $40,000) does exceed three two percent (32%) of the Unadjusted Purchase Price prior to any adjustments theretoother adjustments, then the Purchase Price shall only be adjusted only by the amount of such the excess.

Remedies for Environmental Defects. (a) If Subject to SM Energy’s continuing right to dispute the existence of an Environmental Defect or the Remediation Amount asserted with respect thereto and subject to the Individual Environmental Threshold and the Aggregate Deductible, in the event that any Environmental Defect described in a notice delivered timely asserted by Buyer in accordance with Section 4.03 7.1(a) is not waived in writing by Buyer or cured on or before the Closing, and Seller has not elected to exclude the affected Assets from this sale or Buyer and Seller have not agreed for Seller to indemnify Buyer for the Environmental DefectSM Energy shall, then at its sole option, elect to: (i) reduce the Purchase Price shall be reduced by the Remediation Amount for such Environmental Defect; or (ii) (A) if the Remediation Amount for such Environmental Defect is less than the Allocated Value of such Environmental Defect as Property and if agreed to by the Parties. (b) If Buyer and Seller have not agreed as to Buyer, retain the validity entirety of any asserted Environmental Defect, or if the Parties have not agreed on the Environmental Defect Value therefor, and if Seller shall not have elected Property subject to exclude the affected Assets from this sale pursuant to Section 4.03(b)(ii), then either Party shall have the right to elect to have the validity of the asserted Environmental Defect, and/or the Environmental Defect Value for such Environmental Defect, determined by an Independent Expert pursuant to Section 16.03. If the validity of any such asserted Environmental Defect or the amount of any such Environmental Defect Value is not determined by the Closingtogether with all associated Assets, the Asset affected by such disputed Environmental Defect shall be excluded from the Closing and reduce the Purchase Price paid at the Closing shall be reduced by the Allocated Value of that Asset. Upon resolution of such dispute, the Allocated Value of that Asset less the Environmental Defect Value, if any, found an amount equal to be attributable to such Environmental Defect shall, subject to this Section 4.04, be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlement. Notwithstanding the foregoing, either Buyer or Seller shall have the right to exclude an Asset from the sale if the Environmental Defect Value exceeds the Allocated Value of the Asset(sEnvironmental Defect Property and associated Assets; or (B) affected thereby. (c) Notwithstanding anything if the Remediation Amount for such Environmental Defect is greater than the Allocated Value of such Environmental Defect Property, retain the entirety of the Environmental Defect Property subject to such Environmental Defect, together with all associated Assets, and reduce the Purchase Price by an amount equal to the contrary Allocated Value of the Environmental Defect Property and associated Assets. If SM Energy elects the option set forth in this Agreement, clause (i) if above, Buyer shall be deemed to have assumed responsibility for all costs and expenses attributable to the Remediation of the applicable Environmental Defect Value for a given individual Environmental Defect does not exceed $50,000, then no adjustment (net to the Purchase Price Assets) and all Liabilities (net to the Assets) with respect thereto, and Buyer’s obligations with respect to the foregoing shall be made for such Environmental Defect; (ii) if the aggregate adjustment deemed to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does not exceed three percent (3%) constitute part of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefore and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excessAssumed Obligations.

Remedies for Environmental Defects. (a) If If, as of the Closing Date, the Assets are affected by an uncured or otherwise unresolved Environmental Defect noticed pursuant to the provisions of Section 4.11, the affected portion of the Assets shall not be sold, transferred, or conveyed to Buyer at Closing, and the Purchase Price shall, subject to the terms of Section 4.14, be decreased by the Allocated Value of the portion of the Assets so affected. Thereafter, Buyer and Seller shall act reasonably and in good faith either (i) to agree (y) as to the manner of cure for such Environmental Defect or (z) the value of such Environmental Defect and adjust the Final Settlement Statement in the amount thereof net of any Purchase Price adjustment made at Closing, in which event the affected portion of the Assets shall be conveyed to Buyer; provided that if option (y) is agreed to, no assignment of the affected portion of the Assets shall be made as between Seller and Buyer until such agreed cure is accomplished to Buyer’s reasonable satisfaction whereupon the Allocated Value previously deducted from the Purchase Price shall be paid to Seller, or (ii) with respect to any Environmental Defect described in a notice delivered in accordance with Section 4.03 is not cured on or before as to which the Closing, and Seller has not elected Parties are unable to exclude agree within 30 days of Closing as to the affected Assets from this sale or Buyer and Seller have not agreed for Seller to indemnify Buyer for validity of the Environmental Defect, then the Environmental Defect Value, or the manner of correction, submit such matter to be determined by an Independent Expert pursuant to Section 4.13. (b) With respect to any Asset which is not sold, transferred, or conveyed to Buyer at the Closing pursuant to the terms of Section 4.12(a), after the Closing and at such time as any Environmental Defect Value or the manner of correction for an Environmental Defect is determined and, in either event, the amount thereof is determined to be less than the Allocated Value for the affected portion of the Assets, Seller shall have the right (i) in the case of an Environmental Defect Value determination, to have the Purchase Price reduced by only the Environmental Defect Value as so determined or (ii) in the case of the cure determination, to elect to cure the Environmental Defect to Buyer’s reasonable satisfaction. The consequence of (i) shall be that Buyer will pay to Seller an amount equal to the Allocated Value for the affected Assets minus the Environmental Defect Value and the affected portion of the Assets previously retained by Seller shall be conveyed to Buyer. The consequence of (ii) shall be that upon achieving Buyer’s written acknowledgement that the Environmental Defect has been cured to its reasonable satisfaction, the Allocated Value for such previously retained Asset shall be paid to Seller and the affected portion of the Assets shall be conveyed to Buyer. If no Environmental Defect is determined to exist, Buyer shall pay the Allocated Value attributable to the affected portion of the Assets to Seller, and Seller shall convey the previously retained portion of the Assets to Buyer. If the Environmental Defect Value or the cost to cure an Environmental Defect is determined to be greater than the Allocated Value of the affected portion of the Assets, Seller shall retain the affected portion of the Assets, and the Purchase Price shall be reduced by the Environmental Defect Value of such Environmental Defect as agreed by the Parties. (b) If Buyer and Seller have not agreed as to the validity of any asserted Environmental Defect, or if the Parties have not agreed on the Environmental Defect Value therefor, and if Seller shall not have elected to exclude the affected Assets from this sale pursuant to Section 4.03(b)(ii), then either Party shall have the right to elect to have the validity of the asserted Environmental Defect, and/or the Environmental Defect Value for such Environmental Defect, determined by an Independent Expert pursuant to Section 16.03. If the validity of any such asserted Environmental Defect or the amount of any such Environmental Defect Value is not determined by the Closing, the Asset affected by such disputed Environmental Defect shall be excluded from the Closing and the Purchase Price paid at the Closing shall be reduced by the Allocated Value of that Asset. Upon resolution of such dispute, the Allocated Value of that Asset less the Environmental Defect Value, if any, found to be attributable to such Environmental Defect shall, subject to this Section 4.04, be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is part portion of the mutually agreed settlement. Notwithstanding the foregoing, either Buyer or Seller shall have the right to exclude an Asset from the sale if the Environmental Defect Value exceeds the Allocated Value of the Asset(s) affected therebyAssets. (c) Notwithstanding anything to the contrary in this Agreement, (i) if the Environmental Defect Value for a given individual Environmental Defect does not exceed $50,000, then no adjustment to the Purchase Price shall be made for such Environmental Defect; (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefore and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excess.

Remedies for Environmental Defects. (a) If For any Environmental Defect described asserted in a notice delivered in accordance with Section 4.03 is an Environmental Defect Notice and not cured on or Remediated to Buyer’s reasonable satisfaction before the Closing, and Seller has not elected to the Parties shall exclude the Assets affected Assets thereby from this sale or the “Assets” to be conveyed to Buyer and Seller have not agreed for Seller to indemnify Buyer for the Environmental Defect, then at Closing (with the Purchase Price adjusted downward by the Allocated Values thereof (such aggregate downward adjustment amount being the “Environmental Purchase Price”)), and shall be reduced by proceed to a subsequent closing on such Assets on the Environmental Defect Value Closing Date (pursuant to the provisions of such Environmental Defect this Article 8), which shall be conducted pursuant to the provisions set forth in Article 11, as agreed by the Partiesapplicable. (b) If Buyer For any Environmental Defect asserted in an Environmental Defect Notice and Seller have not agreed as Remediated to the validity of any asserted Environmental Defect, or if the Parties have not agreed on Buyer’s reasonable satisfaction before the Environmental Defect Closing Date (and subject to the Seller Parties’ right to contest the existence of any Environmental Defect or the amount of any Environmental Defect Value therefor, and if Seller shall not have elected to exclude the affected Assets from this sale pursuant to as set forth in Section 4.03(b)(ii8.5), then either Party the Seller Parties, in their sole discretion, shall have the right option of: (i) Subject to elect to have Section 8.6, reducing the validity of the asserted Environmental Defect, and/or Purchase Price by the Environmental Defect Value for such Environmental Defect, determined by an Independent Expert pursuant ; or (ii) Assuming joint and several responsibility for Remediating the Environmental Defect. The Seller Parties must notify Buyer in writing of their such election with respect to Section 16.03. If the validity of any each such asserted Environmental Defect or at least four Business Days before the amount Environmental Defect Closing Date (and, if such election is under clause (ii) with respect to any Environmental Defect, such notice must also include a detailed description of the Seller Parties’ proposed plan and timing for such Remediation); the failure to so timely notify Buyer with respect to any such Environmental Defect Value is not determined shall be deemed an election by the ClosingSeller Parties under clause (i) of the preceding sentence with respect to such Environmental Defect. If the Seller Parties have timely notified Buyer in writing of an election under clause (i) with respect to any Environmental Defect, Buyer shall be deemed to have assumed responsibility for Remediation of such Environmental Defect, and all Obligations with respect thereto shall be deemed to constitute Assumed Obligations. If the Seller Parties have timely and properly notified Buyer in writing of an election under clause (ii) with respect to any Environmental Defect, Buyer shall at least one Business Day before the Environmental Defect Closing Date notify the Seller Parties in writing whether Buyer approves the Seller Parties’ proposed plan and timing for Remediation of such Environmental Defect. If Buyer does not so notify the Seller Parties, Buyer shall be deemed to have not approved such plan. If Buyer approves the Seller Parties’ plan for Remediation of any Environmental Defect, the Asset Seller Parties shall use their best efforts to implement such Remediation in a manner consistent with the requirements of Environmental Laws and such plan, and shall have access to the affected by such disputed Assets after the Environmental Defect Closing Date to implement and complete such Remediation, and the Seller Parties shall be excluded remain liable for all Damages arising out of or in connection with such Environmental Defect and such Remediation until such time as the Remediation is completed to Buyer’s reasonable satisfaction. If Buyer does not approve (or is deemed not to have approved) the Seller Parties’ proposed plan for Remediation of any Environmental Defect, then Buyer shall have the option to remove and exclude the Asset(s) subject to such Environmental Defect (together with other Assets that are appurtenant thereto) from the Closing “Assets,” and upon such election the Environmental Purchase Price paid at the Closing shall be reduced by the Allocated Values of the Assets so removed and excluded from the “Assets.” (c) If any Asset is subject to an Environmental Defect, the Environmental Defect Value of that Asset. Upon resolution of such dispute, which is greater than the Allocated Value of that Asset less the Environmental Defect Valuesuch Asset, if any, found to be attributable to such Environmental Defect shall, subject to this Section 4.04, be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlement. Notwithstanding the foregoing, either Buyer or Seller shall have the right (in its sole discretion), exercised by delivery of written notice to exclude an Asset from the sale if Seller Parties at least one Business Day before the Environmental Defect Value exceeds Closing Date, to remove and exclude such Asset that is subject to such Environmental Defect, together with all Assets appurtenant thereto, from the Allocated Value of the Asset(s) affected thereby. (c) Notwithstanding anything to the contrary “Assets” in this Agreement, (i) if which case the Environmental Defect Value for a given individual Environmental Defect does not exceed $50,000, then no adjustment to the Purchase Price shall be made for such Environmental Defect; (ii) if the aggregate adjustment reduced by an amount equal to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does not exceed three percent (3%) Allocated Values of the Purchase Price prior to any adjustments thereto, then no adjustment of Assets so removed and excluded from the Purchase Price shall be made therefore and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excess“Assets.”

Remedies for Environmental Defects. (a) If Each Seller shall have the option, but not the obligation, to attempt to cure any Environmental Defect described in prior to the Closing. Buyer agrees to reasonably cooperate with the Seller Representative with respect to any attempt by a notice delivered in accordance with Section 4.03 Seller to cure any such Environmental Defect. In the event that any Environmental Defect asserted prior to the expiration of the Environmental Examination Period is not cured on or before the Closingthird (3rd) Business Day prior to the Closing Date, and then, subject to Section 5.06, the Seller has not elected Representative shall at its sole election (subject to exclude the affected Assets from last sentence of this sale or Buyer and Seller have not agreed Section 5.04) for Seller such Environmental Defect: (a) subject to indemnify Buyer Section 5.05, cause the Purchase Price to be adjusted downward by the Lowest Cost Response to cure such Environmental Defect (such adjustment being herein referred to as the “Environmental Defect Amount”); or (b) with respect to any Environmental Defect for which, in Buyer’s good faith judgment, the Environmental Defect Amount exceeds seventy-five percent (75%) of the Allocated Value for the Environmental DefectDefect Property, then cause the applicable Sellers to retain the Environmental Defect Property attributable to such Environmental Defect and reduce the Purchase Price by an amount equal to the Allocated Value (or portion thereof allocable thereto) of each Environmental Defect Property, in which event, subject to Section 11.01(c), the Parties shall be reduced by proceed to the Closing, the Environmental Defect Property shall be retained by such applicable Sellers as an Excluded Asset. Notwithstanding the foregoing, Buyer will have the right to cause such applicable Sellers to retain the Environmental Defect Property attributable to any Environmental Defect for which, in Buyer’s good faith judgment, the Environmental Defect Amount exceeds seventy-five percent (75%) of the Allocated Value thereof, and reduce the Purchase Price by an amount equal to the Allocated Value of such Environmental Defect as agreed by the Parties. (b) If Buyer and Seller have not agreed as Property, in which event, subject to the validity of any asserted Environmental DefectSection 11.01(c), or if the Parties have not agreed on the Environmental Defect Value therefor, and if Seller shall not have elected proceed to exclude the affected Assets from this sale pursuant to Section 4.03(b)(ii), then either Party shall have the right to elect to have the validity of the asserted Environmental Defect, and/or the Environmental Defect Value for such Environmental Defect, determined by an Independent Expert pursuant to Section 16.03. If the validity of any such asserted Environmental Defect or the amount of any such Environmental Defect Value is not determined by the Closing, the Asset affected by such disputed Environmental Defect shall be excluded from the Closing and the Purchase Price paid at the Closing Environmental Defect Property shall be reduced retained by the Allocated Value of that such Sellers as an Excluded Asset. Upon resolution of such dispute, the Allocated Value of that Asset less the Environmental Defect Value, if any, found to be attributable to such Environmental Defect shall, subject to this Section 4.04, be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlement. Notwithstanding the foregoing, either Buyer or Seller shall have the right to exclude an Asset from the sale if the Environmental Defect Value exceeds the Allocated Value of the Asset(s) affected thereby. (c) Notwithstanding anything to the contrary in this Agreement, (i) if the Environmental Defect Value for a given individual Environmental Defect does not exceed $50,000, then no adjustment to the Purchase Price shall be made for such Environmental Defect; (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefore and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excess.

Remedies for Environmental Defects. (a) If Subject to Seller’s continuing right to dispute the existence of an Environmental Defect and/or the Environmental Defect Amount asserted with respect thereto and subject to the rights of the Parties pursuant to Section 3.21, if any Environmental Defect described in a notice asserted by Buyer pursuant to an Environmental Defect Notice delivered in accordance with Section 4.03 before the Defect Claim Date is not waived by Buyer or cured on or before the ClosingClosing Date, Seller shall, at its sole option (except as otherwise provided below), elect to: (a) subject to the Individual Environmental Defect Threshold and Aggregate Defect Deductible, reduce the Base Purchase Price by the amount of the Environmental Defect Amount relating to such Environmental Defect as agreed upon by Seller has not elected and Buyer or determined pursuant to exclude Section 3.21; (b) upon the affected Assets from this sale or Buyer and Seller have not agreed for Seller to agreement of Buyer, indemnify Buyer against all Claims resulting from such Environmental Defect pursuant to an indemnity agreement in a form reasonably agreeable to Seller and Buyer provided, under no circumstances shall Seller’s aggregate liability thereunder exceed the Allocated Value for the Asset made the subject thereof; (c) retain the entirety of the Asset that is subject to such Environmental Defect, then together with all associated Assets, in which event the Base Purchase Price shall be reduced by the Environmental Defect Value of such Environmental Defect as agreed by the Parties. (b) If Buyer and Seller have not agreed as an amount equal to the validity of any asserted Environmental Defect, or if the Parties have not agreed on the Environmental Defect Value therefor, and if Seller shall not have elected to exclude the affected Assets from this sale pursuant to Section 4.03(b)(ii), then either Party shall have the right to elect to have the validity of the asserted Environmental Defect, and/or the Environmental Defect Value for such Environmental Defect, determined by an Independent Expert pursuant to Section 16.03. If the validity of any such asserted Environmental Defect or the amount of any such Environmental Defect Value is not determined by the Closing, the Asset affected by such disputed Environmental Defect shall be excluded from the Closing and the Purchase Price paid at the Closing shall be reduced by the Allocated Value of such Assets (any such Assets which Seller has elected to retain pursuant to this Section 3.19(c), “3.19(c) Assets”); (d) provided that Asset. Upon resolution the Parties shall have agreed to the general plan of such dispute, the Allocated Value of that Asset less the Environmental Defect Value, if any, found to be attributable remediation with respect to such Environmental Defect shall, subject to this Section 4.04, be paid by Buyer to Seller and the Asset conveyed time period by which such remediation shall take place, cure such Environmental Defect after Closing; (e) if such Environmental Defect can be cured by paying a fine or penalty, Seller may cure such Environmental Defect by electing to Buyerpay such fine or penalty; or (f) if applicable, if that is part terminate this Agreement pursuant to Section 11.1(d). If Seller elects the option set forth in clause (a) above, then Buyer shall be deemed to have assumed responsibility for all costs and expenses attributable to the remediation of the mutually agreed settlement. Notwithstanding the foregoing, either Buyer or Seller shall have the right to exclude an Asset from the sale if the applicable Environmental Defect Value exceeds the Allocated Value of the Asset(s) affected thereby. (c) Notwithstanding anything to the contrary in this Agreementand all losses with respect thereto, (i) if the Environmental Defect Value for a given individual Environmental Defect does not exceed $50,000, then no adjustment to the Purchase Price and Buyer’s obligations with respect thereto shall be made for such Environmental Defect; (ii) if the aggregate adjustment deemed to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefore and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excessconstitute Assumed Liabilities.

Remedies for Environmental Defects. (a) If Seller shall have the option, but not the obligation, to attempt to cure any Environmental Defect, to Buyer’s reasonable satisfaction, prior to Closing, and to the extent necessary, the Closing Date shall be extended by a period necessary to allow for the cure of such Environmental Defects to Buyer’s reasonable satisfaction. Notwithstanding anything herein to the contrary, the Closing Date shall be extended only as to that Property or Properties that are subject to such Environmental Defect curative. In the event that any Environmental Defect described in a notice delivered in accordance with Section 4.03 is not cured on or before the Closing, and Seller has not elected to exclude then, at the affected Assets from this sale or Buyer and Seller have not agreed option of Buyer, for Seller to indemnify Buyer for the each such uncured Environmental Defect, then : (a) the Purchase Price shall be reduced by an amount mutually agreed upon by Seller and Buyer, in which event (subject to the other terms of this Agreement) the Parties shall proceed to Closing, each Environmental Defect Value of Property shall be conveyed by Seller to Buyer subject to such Environmental Defect and Buyer shall pay to Seller the Purchase Price as agreed by so adjusted (such adjustment being herein referred to as the Parties.“Environmental Defect Amount”); or (b) If Buyer and Seller have not agreed as to the validity of any asserted Environmental Defect, or if the Parties have not agreed on shall retain the Environmental Defect Property and reduce the Purchase Price by an amount equal to the Allocated Value therefor(or portion thereof allocable thereto) of each Environmental Defect Property, in which event (subject to the other terms of this Agreement) the Parties shall proceed to Closing, the Environmental Defect Property shall be retained by Seller and Buyer shall pay to Seller the Purchase Price as so adjusted; provided, however, if (i) Seller has chosen to cure an Environmental Defect and extend the Closing Date as provided above and (ii) Seller shall not have elected cured such Environmental Defect to exclude Buyer’s reasonable satisfaction by September 15, 2011, then (1) if the affected Assets from this sale pursuant Parties can agree on an Environmental Defect Amount, the procedures in Section 6.4(a) shall be followed, or (2) if the Parties cannot agree on an Environmental Defect Amount, then the procedures in Section 6.4(b) shall be followed. In addition to Section 4.03(b)(ii)the foregoing remedies, if the sum of all Environmental Defect Amounts and Title Defect Amounts hereunder is equal to or exceeds $1,000,000.00, then either Party shall have the right to elect to have the validity of the asserted Environmental Defect, and/or the Environmental Defect Value for such Environmental Defect, determined by an Independent Expert pursuant to Section 16.03. If the validity of any such asserted Environmental Defect or the amount of any such Environmental Defect Value is not determined by the Closing, the Asset affected by such disputed Environmental Defect shall be excluded from the Closing and the Purchase Price paid at the Closing shall be reduced by the Allocated Value of that Asset. Upon resolution of such dispute, the Allocated Value of that Asset less the Environmental Defect Value, if any, found to be attributable to such Environmental Defect shall, subject to this Section 4.04, be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlement. Notwithstanding the foregoing, either Buyer or Seller shall have the right to exclude an Asset from the sale if the Environmental Defect Value exceeds the Allocated Value of the Asset(s) affected thereby. (c) Notwithstanding anything to the contrary in terminate this Agreement, (i) if the Environmental Defect Value for a given individual Environmental Defect does not exceed $50,000, then no adjustment to the Purchase Price shall be made for such Environmental Defect; (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefore and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excess.

Remedies for Environmental Defects. (a) If Subject to Seller’s continuing right to dispute the existence of an Environmental Defect and/or the Remediation Amount asserted with respect thereto, in the event that any Environmental Defect described in a notice delivered timely asserted by Buyer in accordance with Section 4.03 12.1(a) is not waived in writing by Buyer or cured on or before the Closing, Seller shall, at its sole option, elect to: (i) subject to the Individual Environmental Threshold and Seller has not elected to exclude the affected Assets from this sale or Buyer and Seller have not agreed for Seller to indemnify Buyer Aggregate Deductible, reduce the Purchase Price by the Remediation Amount; (ii) assume responsibility for the Remediation of such Environmental Defect; (iii) with consent of Buyer which shall not be unreasonably conditioned, withheld or delayed, retain the entirety of the Asset that is subject to such Environmental Defect, then together with all associated Assets, in which event the Purchase Price shall be reduced by an amount equal to the Environmental Defect Allocated Value of such Asset and such associated Assets; or (iv) if applicable, terminate this Agreement pursuant to Section 14.1. If Seller elects the option set forth in clause (i) above, Buyer shall be deemed to have assumed responsibility for Remediation of such Environmental Defect as agreed by the Parties. (b) If Buyer and Seller have not agreed as to the validity of any asserted Environmental Defect, or if the Parties have not agreed on the such Environmental Defect Value thereforand all Liabilities with respect thereto shall be deemed to constitute Assumed Obligations. If Seller elects the option set forth in clause (ii) above, and if Seller shall not use reasonable efforts to implement such Remediation in a manner which is consistent with the requirements of Environmental Laws in a timely fashion for the type of Remediation that Seller elects to undertake and shall have elected access to exclude the affected Assets from this sale pursuant to Section 4.03(b)(ii), then either Party shall have the right to elect to have the validity of the asserted Environmental Defect, and/or the Environmental Defect Value for such Environmental Defect, determined by an Independent Expert pursuant to Section 16.03. If the validity of any such asserted Environmental Defect or the amount of any such Environmental Defect Value is not determined by the Closing, the Asset affected by such disputed Environmental Defect shall be excluded from after the Closing Date to implement and the Purchase Price paid at the Closing shall be reduced by the Allocated Value of that Asset. Upon resolution of complete such dispute, the Allocated Value of that Asset less the Environmental Defect Value, if any, found to be attributable to such Environmental Defect shall, subject to this Section 4.04, be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlement. Notwithstanding the foregoing, either Buyer or Seller shall have the right to exclude an Asset from the sale if the Environmental Defect Value exceeds the Allocated Value of the Asset(s) affected thereby. (c) Notwithstanding anything to the contrary in this Agreement, (i) if the Environmental Defect Value for a given individual Environmental Defect does not exceed $50,000, then no adjustment to the Purchase Price shall be made for such Environmental Defect; (ii) if the aggregate adjustment to the Purchase Price determined Remediation in accordance with this an Access Agreement in substantially the form attached hereto as Exhibit H (the “Access Agreement”). Seller will be deemed to have adequately completed the Remediation required in the immediately preceding sentence (A) upon receipt of a certificate or approval from the applicable Governmental Authority that the Remediation has been implemented to the extent necessary to comply with existing regulatory requirements equal to but no more stringent than as required for Title Defects and Environmental Defects does not exceed three percent (3%) land use of the Purchase Price prior to any adjustments thereto, then no adjustment Assets as of the Purchase Price shall Closing Date or (B) upon written consent of Buyer which consent may not be made therefore and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excessunreasonably withheld).

Remedies for Environmental Defects. (ai) If any With respect to each Environmental Defect described in a notice delivered in accordance with Section 4.03 that is not cured on or before the Closing, Closing and for which Seller has not elected and Purchaser are in agreement with respect to exclude (or have resolved pursuant to Section 7.5) the affected Assets from this sale or Buyer and Seller have not agreed for Seller to indemnify Buyer for existence of the Environmental DefectDefect and the Environmental Defect Value, then the Purchase Price shall Adjustment Amount will be reduced by an amount equal to the Environmental Defect Value of such Environmental Defect agreed upon in writing by Seller and Purchaser (or as agreed by the Partiesresolved pursuant to Section 7.5). (bii) If Buyer on or before the date that is ten Business Days after the expiration of the Examination Period, Seller and Seller Purchaser have not agreed as to upon the validity of any asserted Environmental Defect, Defect or if the Parties have not agreed on the Environmental Defect Value therefor, and if Seller shall not have elected to exclude the affected Assets from this sale pursuant to Section 4.03(b)(ii)attributable thereto, then either such Party shall have the right to elect to have the validity of the asserted such Environmental Defect, Defect and/or the such Environmental Defect Value for such Environmental Defect, determined by an Independent Expert pursuant to Section 16.037.5. If the validity of any such asserted Environmental Defect Defect, or the amount of any such Environmental Defect Value attributable thereto, is not determined by before the Closing, the Asset affected by such disputed Environmental Defect shall be excluded from the Closing and the Purchase Price paid at the Closing shall Adjustment Amount will be reduced at Closing by the Allocated Value amount of that Asset. Upon resolution of such dispute, the Allocated Value of that Asset less the Environmental Defect Value, if any, found to be attributable to such Environmental Defect shall, subject to this Section 4.04, be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlement. Notwithstanding the foregoing, either Buyer or Seller shall have the right to exclude an Asset from the sale if the Environmental Defect Value exceeds related thereto as set forth in the Allocated Value notice sent from Purchaser to Seller pursuant to Section 7.2(c)(i), which shall be placed by Purchaser in the Defect Escrow Account at Closing, and released to (A) Seller or Purchaser, as applicable, in accordance with any agreement between the Parties or (B) to the Party entitled to such amount upon final resolution of the Asset(s) affected therebyeach unresolved disputed environmental matter pursuant to Section 7.5. (ciii) Notwithstanding anything to the contrary in this Agreement, (i) if the Environmental Defect Value for a given individual Environmental Defect present at an individual Company Oil and Gas Property does not exceed $50,000250,000 (the “Individual Environmental Threshold”), then no adjustment to the Purchase Price Adjustment Amount or other remedies hereunder shall be made for such Environmental Defect; (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement Environmental Defect Value for Title Defects and all Environmental Defects exceeding the Individual Environmental Threshold does not exceed three percent (3%) 2% of the Unadjusted Purchase Price prior to any adjustments theretoPrice, then no adjustment of the Purchase Price Adjustment Amount or other remedies hereunder shall be made therefore therefor; and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement Environmental Defect Value for Title Defects and all Environmental Defects exceeding the Individual Environmental Threshold does exceed three percent (3%) 2% of the Unadjusted Purchase Price prior to any adjustments theretoPrice, then the Purchase Price Adjustment Amount (and any escrowed Environmental Defect Amount) shall only be adjusted adjusted, or escrowed, as applicable, by the amount of such excess. (iv) If the Environmental Defect Value for an Environmental Defect is part of the Defect Escrow Amount, then such Environmental Defect Value shall be released to (A) Seller or Purchaser, as applicable, in accordance with any agreement between the Parties or (B) to the Party entitled to such amount upon final resolution of each unresolved disputed environmental matter pursuant to Section 7.5.

Remedies for Environmental Defects. (a) If any Upon the receipt of effective notice of an Environmental Defect described from Buyer (as provided by Section 4.03), Seller may: (i) attempt to cure such Environmental Defect at any time prior to Closing; (ii) exclude the affected Asset from the sale and reduce the Purchase Price by the Allocated Value of such affected Asset; (iii) subject to the approval of Buyer (such approval not to be unreasonably withheld), not take any action with respect to the alleged Environmental Defect and indemnify Buyer pursuant to Section 14.05 against all losses and costs which Buyer may incur in connection with the same (which shall cause such alleged Environmental Defect to become a notice delivered Retained Obligation, as that term is defined in Section 14.01 hereof); or (iv) not take any action with respect to the alleged Environmental Defect and reduce the Purchase Price in accordance with Section 4.03 is not cured on or before the Closing, and Seller has not elected to exclude the affected Assets from this sale or Buyer and Seller have not agreed for Seller to indemnify Buyer for the Environmental Defect, then the Purchase Price 10.02(b) (which shall be reduced by the cause such alleged Environmental Defect Value of such Environmental Defect to become an Assumed Obligation as agreed by the Partiesthat term is defined in Section 14.02 hereof). (b) If Buyer and Seller have not agreed as to the validity of any asserted Environmental Defect, or if the Parties have not agreed on the Environmental Defect Value therefor, and if Seller shall not have elected then on or before three (3) Business Days prior to exclude the affected Assets from this sale pursuant to Section 4.03(b)(ii), then Closing Date either Party shall have the right to elect to have the validity of the asserted Environmental Defect, and/or the Environmental Defect Value for such Environmental Defect, determined by an Independent Expert pursuant to Section 16.03. If the validity of any such asserted Environmental Defect or the amount of any such the Environmental Defect Value attributable thereto is not determined by the Closing, the Asset affected Purchase Price paid at Closing shall not be reduced by virtue of such disputed Environmental Defect shall be excluded from or the Closing and Environmental Defect Value, and, upon the Purchase Price paid at the Closing shall be reduced by the Allocated Value of that Asset. Upon final resolution of such dispute, the Allocated Value of that Asset less the Environmental Defect Value, if any, found to be attributable to such Environmental Defect, which exceeds the Environmental Defect Deductible shall, subject to this Section 4.04Section, be paid promptly refunded by Buyer to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlement. Notwithstanding the foregoing, either Buyer or the Seller shall have the unilateral right to exclude an Asset from the sale if the Environmental Defect Value exceeds the Allocated Value of the Asset(s) affected thereby. (c) Notwithstanding anything to the contrary in this Agreement, (i) if the Environmental Defect Value for a given individual Environmental Defect does not exceed $50,000, then no adjustment to the Purchase Price shall be made for such Environmental Defect; (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefore and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excess.

Remedies for Environmental Defects. (a) If The Purchase Price shall be adjusted downward by any Environmental Defect described in a notice delivered Value that is determined in accordance with the procedures set forth in this Section 4.03 5.04. Notwithstanding anything contained in this Agreement to the contrary but subject to Buyer’s remedies for a breach of Seller’s representations and warranties set forth in Section 6.01(m), the Purchase Price adjustment provided in this Section 5.04 shall be Buyer’s sole and exclusive remedy for any and all Environmental Defects related to the Assets. Buyer shall not be entitled to assert any particular Environmental Defect unless the Environmental Defect Value of such Environmental Defect is greater than $25,000 (the “Single Environmental Defect Threshold”). Buyer shall not be entitled to any Purchase Price Adjustment for any Environmental Defect unless and until the aggregate of all Environmental Defect Values of all Environmental Defects that exceed the Single Environmental Defect Threshold exceeds an amount equal to $500,000. (b) Any downward adjustment to the Purchase Price made in accordance with this Article V shall be limited to the amount by which the sum of all Environmental Defect Values of all Environmental Defects that exceed the Single Environmental Defect Threshold exceeds $500,000. Upon timely delivery of notice of an Environmental Defect, Buyer and Seller shall meet and use their reasonable good faith efforts to agree on the validity of the claim, the Environmental Defect Amount or some other form of mutually acceptable resolution to the Environmental Defect. (c) With respect to each Environmental Defect that is not cured on or before the Closing, and Seller has not elected to exclude the affected Assets from except as otherwise provided in this sale or Buyer and Seller have not agreed for Seller to indemnify Buyer for the Environmental DefectSection 5.04, then the Purchase Price shall be reduced by an amount equal to the Environmental Defect Value of such Environmental Defect as agreed upon in writing by the PartiesBuyer and Seller acting reasonably. (bd) If Buyer and Seller on or before Closing the Parties have not agreed as to upon the validity of any asserted Environmental Defect, or if the Parties have not agreed on Defect and/or the Environmental Defect Value thereforattributable thereto and/or Seller’s cure of same, and if Seller shall not have elected to exclude the affected Assets from this sale pursuant to Section 4.03(b)(ii), then either Party shall have the right to elect to have the validity of the asserted Environmental Defect, and/or the Environmental Defect Value for such Environmental Defect, cure of same and/or such Environmental Defect Value determined by an Independent Expert pursuant to Section 16.034.08. If the validity of any such asserted Environmental Defect Defect, cure of same or the amount of any such Environmental Defect Value attributable thereto, is not determined by the before Closing, the Asset affected by such disputed Environmental Defect shall be excluded from the Closing and the Purchase Price paid at the Closing shall be reduced by virtue of the Allocated Environmental Defect Value of that Assetsuch disputed Environmental Defect or Environmental Defect Value. Upon the final resolution of such dispute, dispute the Allocated Value of that Asset less difference (if any) between the Environmental Defect ValueValue by which the Purchase Price was reduced and the Environmental Defect Value determined by the Independent Expert, if any, found to be attributable to any such Environmental Defect (which is, as a result of the resolution of the dispute, considered to be cured) the difference shall, subject to this Section 4.045.04, be promptly paid by Buyer to Seller and the Asset conveyed to by Buyer, if that is part of together with interest on such amount at the mutually agreed settlement. Notwithstanding the foregoing, either Buyer or Seller shall have the right to exclude an Asset Interest Rate as accrued from the sale if Closing Date until the Environmental Defect Value exceeds the Allocated Value date of the Asset(s) affected therebypayment. (c) Notwithstanding anything to the contrary in this Agreement, (i) if the Environmental Defect Value for a given individual Environmental Defect does not exceed $50,000, then no adjustment to the Purchase Price shall be made for such Environmental Defect; (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefore and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excess.

Remedies for Environmental Defects. (a) If any Environmental Defect described in a notice delivered in accordance with Section 4.03 is not cured on or before the Closing, and Seller has not elected to exclude the affected Assets from this sale or Buyer and Seller have not agreed for Seller to indemnify Buyer for the Environmental Defect, then the Purchase Price shall be reduced by the Environmental Defect Value of such Environmental Defect as agreed by the Parties. (b) If Buyer and Seller have not agreed as to the validity of any asserted Environmental Defect, or if the Parties have not agreed on the Environmental Defect Value therefor, and if Seller shall not have elected to exclude the affected Assets from this sale pursuant to Section 4.03(b)(ii), then either Party shall have the right to elect to have the validity of the asserted Environmental Defect, and/or the Environmental Defect Value for such Environmental Defect, determined by an Independent Expert pursuant to Section 16.03. If the validity of any such asserted Environmental Defect or the amount of any such Environmental Defect Value is not determined by the Closing, the Asset affected by such disputed Environmental Defect shall be excluded from the Closing and the Purchase Price paid at the Closing shall be reduced by the Allocated Value of that Asset. Upon resolution of such dispute, the Allocated Value of that Asset less the Environmental Defect Value, if any, found to be attributable to such Environmental Defect shall, subject to this Section 4.04, be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlement. Notwithstanding the foregoing, either Buyer or Seller shall have the right to exclude an Asset from the sale if the Environmental Defect Value exceeds the Allocated Value of the Asset(s) affected thereby. In no event shall Buyer be required to purchase any such excluded Asset after Closing. (c) Notwithstanding anything to the contrary in this Agreement, (i) if the Environmental Defect Value for a given individual Environmental Defect does not exceed $50,000, then no adjustment to the Purchase Price shall be made for such Environmental Defect; (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefore and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excess.

Remedies for Environmental Defects. (ai) If any With respect to each Environmental Defect described in a notice delivered in accordance with Section 4.03 is 12.2(b)(i) that (A) Seller does not cured cure on or before the Closing, Closing and (B) affects an Asset which Seller has not elected to exclude from the affected Assets from this sale or Buyer and Seller have not agreed for Seller pursuant to indemnify Buyer for the Environmental DefectSection 12.2(b)(ii)(B), then the Purchase Price shall be reduced by the Environmental Defect Value of such Environmental Defect as agreed by the Parties, but in no event with respect to item (A) shall the Purchase Price be reduced by more than the Allocated Value of the affected Asset. (bii) If Buyer and Seller have not agreed as to the (A) validity of any asserted Environmental Defect, or if the Parties have not agreed on (B) the Environmental Defect Value therefor, and if Seller shall not have elected to exclude or (C) the affected Assets from this sale pursuant to Section 4.03(b)(ii)adequacy of the cure, then on or before three (3) Business Days prior to the Scheduled Closing Date either Party shall have the right to elect to have (1) the validity of the asserted Environmental Defect, and/or (2) the Environmental Defect Value for such Environmental Defect, or (3) the adequacy of the cure, determined by an Independent Expert pursuant to Section 16.0312.3. If the validity of any such asserted Environmental Defect or the amount of any such Environmental Defect Value is not determined by the Closing, the Asset affected by such disputed Environmental Defect shall be excluded from the Closing and the Purchase Price paid at the Closing shall be reduced by the Allocated Value of that Asset. Upon resolution of such dispute, the Allocated Value of that Asset less the Environmental Defect Value, if any, found to be attributable to such Environmental Defect shall, subject to this Section 4.0412.2(c), be paid by Buyer to shall pay Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlement. Notwithstanding the foregoing, either Buyer or Seller shall have the right to exclude an Asset from the sale if the Environmental Defect Value exceeds the Allocated Value of the Asset(s) affected therebyAsset less the determined Environmental Defect Value, and Seller shall simultaneously convey the affected Asset to Buyer. (ciii) Notwithstanding anything to the contrary in this Agreement, (i) if the Environmental Defect Value for a given individual Environmental Defect does not exceed $50,000, then no adjustment to the Purchase Price shall be made for such Environmental Defect; (iiA) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects Defect Values does not exceed three one percent (31%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefore therefor, and (iiiB) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects Defect Values does exceed three one percent (31%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excess. (iv) If the total amount of the Environmental Defects, Title Defects and destruction of the Assets by fire or other casualty or taking of the Assets in condemnation or under right of eminent domain exceeds twenty percent (20%) of the Purchase Price, either Seller or Buyer shall have the option to terminate this Agreement.

Remedies for Environmental Defects. (a) If any With respect to each Environmental Defect described in a notice delivered in accordance with Section 4.03 that is not cured on or before the Closing, Closing and Seller has not elected for which Panther and Buyer are in agreement with respect to exclude the affected Assets from this sale or Buyer and Seller have not agreed for Seller to indemnify Buyer for existence of the Environmental DefectDefect and the Environmental Defect Value, then the Purchase Price shall be reduced by an amount equal to the Environmental Defect Value of such Environmental Defect as agreed upon in writing by the PartiesPanther and Buyer. (b) If on or before the Closing Panther and Buyer and Seller have not agreed as to upon the validity of any asserted Environmental Defect, Defect or if the Parties have not agreed on the Environmental Defect Value therefor, and if Seller shall not have elected to exclude the affected Assets from this sale pursuant to Section 4.03(b)(ii)attributable thereto, then either such Party shall have the right to elect to have the validity of the asserted such Environmental Defect, Defect and/or the such Environmental Defect Value for such Environmental Defect, determined by an Independent Expert pursuant to Section 16.03. If the validity of any such asserted Environmental Defect Defect, or the amount of any such Environmental Defect Value attributable thereto, is not determined by before the Closing, the Asset affected by such disputed amount of the Environmental Defect Value related thereto as set forth in the notice sent from Buyer to Panther pursuant to Section 4.03(a) shall be excluded from paid by Buyer at Closing to the Closing Escrow Agent, and the Purchase Price paid at the Closing any such amount (and any interest earned thereon) shall be reduced by paid to Buyer or Sellers, as applicable, upon the Allocated Value of that Asset. Upon final resolution of such dispute, the Allocated Value of that Asset less the Environmental Defect Value, if any, found to be attributable to such Environmental Defect shall, subject to this Section 4.04, be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlement. Notwithstanding the foregoing, either Buyer or Seller shall have the right to exclude an Asset from the sale if the Environmental Defect Value exceeds the Allocated Value of the Asset(s) affected thereby. (c) Notwithstanding anything to the contrary in this Agreement, (i) if the Environmental Defect Value for a given individual Environmental Defect does not exceed $50,000100,000, then no adjustment to the Purchase Price shall be made for such Environmental Defect; (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and all Environmental Defects (exceeding $100,000) does not exceed three percent (3%) 2% of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefore therefor; and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and all Environmental Defects (exceeding $100,000) does exceed three percent (3%) 2% of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excess.

Remedies for Environmental Defects. (a) If Subject to the continuing right of Seller to dispute the existence of an asserted Environmental Defect and/or the asserted Environmental Defect Value and subject to the rights of the Parties under Section 15.01(f), if any Environmental Defect described in a notice delivered timely asserted by Buyer in accordance with Section 4.03 5.03 is not waived in writing by Buyer or cured on or before the Closing, and Seller has not elected shall, at its sole option, elect to: (i) subject to exclude Section 5.04(c), reduce the affected Assets from this sale or Buyer and Seller have not agreed for Seller to indemnify Buyer Purchase Price by the Environmental Defect Value for the Environmental Defect as determined in accordance with Section 5.02(c) or Article XX (which shall cause such alleged Environmental Defect to become an Assumed Obligation under Section 18.02); (ii) indemnify Buyer against all Claims resulting from the Environmental Defect pursuant to an indemnity agreement (the “Environmental Indemnity Agreement”) in the form attached to this Agreement as Exhibit H; or (iii) retain the entirety of the Asset that is subject to such Environmental Defect, then together with all associated Assets, in which event the Purchase Price shall be reduced by an amount equal to the Environmental Defect Allocated Value of such Environmental Defect as agreed by the PartiesAsset and the associated Assets. (b) If at or before the Closing Buyer and Seller have not agreed as to on the validity of any asserted Environmental Defect, Defect or if the Parties have not agreed on the Environmental Defect Value therefor, attributable to the Environmental Defect and if Seller shall has not have elected to exclude indemnify the affected Buyer with respect to the Environmental Defect under Section 5.04(a)(ii) or to retain the Assets from this sale pursuant to associated with the Environmental Defect under Section 4.03(b)(ii5.04(a)(iii), then either Party Buyer or Seller shall have the right to elect to have the Dispute regarding the validity of the asserted Environmental Defect, and/or Defect or the Environmental Defect Value for such Environmental Defect, determined by an Independent Expert pursuant in accordance with Article XX. In that event, Subject to Section 16.03. If the validity of any such asserted Environmental Defect or the amount of any such Environmental Defect Value is not determined by the Closing8.02, the Asset affected by such disputed Environmental Defect shall be excluded from the Closing and the Purchase Price paid at the Closing shall not be reduced by virtue of the Allocated Value of that Asset. Upon disputed Environmental Defect or Environmental Defect Value, but on the final resolution of such dispute, the Allocated Value of that Asset less Dispute the Environmental Defect Value, if any, found to be attributable to such the Environmental Defect shall, subject to this Section 4.045.04(c), be paid refunded by Seller to Buyer to Seller and the Asset conveyed to Buyer, if that is part within five (5) Business Days of the mutually agreed settlement. Notwithstanding the foregoing, either Buyer or Seller shall have the right to exclude an Asset from the sale if the Environmental Defect Value exceeds the Allocated Value of the Asset(s) affected therebysuch resolution. (c) Notwithstanding anything to the contrary in this Agreement, Agreement (i) if the Environmental Defect Value for a given particular individual Environmental Defect does not exceed $50,000, then no adjustment to the Purchase Price shall be made for such the Environmental Defect; , (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Environmental Defects (exceeding $50,000) and Title Defects and Environmental Defects as provided in Article IV does not exceed three two and one-half percent (32.5%) of the Unadjusted Purchase Price prior to any adjustments theretoother adjustments, then no adjustment of the Purchase Price shall be made therefore on account of Environmental Defects and Title Defects, and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Environmental Defects (exceeding $50,000) and Title Defects and Environmental Defects does exceed three two and one-half percent (32.5%) of the Unadjusted Purchase Price prior to any adjustments theretoother adjustments, then the Purchase Price shall only be adjusted only by the amount of such the excess.

Remedies for Environmental Defects. Subject to the Individual Environmental Defect Threshold as to each Environmental Defect and the Environmental Defect Deductible as to all Environmental Defects in the aggregate: (a) If In the event that any Environmental Defect described in a notice delivered in accordance with Section 4.03 timely asserted by Buyer is not disputed by Seller or cured on or before the Closing Date, Seller shall, at its sole election, elect to: (i) assign the Environmental Defect Property to Buyer at Closing, and Seller has not elected to exclude the affected Assets from this sale or Buyer and Seller have not agreed for Seller to shall indemnify Buyer for against all liability, loss, cost and expense resulting from such Environmental Defect pursuant to an Indemnity Agreement, in excess of the Individual Environmental Defect Threshold to the extent the aggregate of all Environmental Defect Amounts is in excess of the Environmental Defect Deductible; or (ii) retain the property that is subject to such Environmental Defect, then in which event the Purchase Price shall be reduced by an amount equal to the Environmental Defect Allocated Value of such Environmental Defect as agreed by the PartiesProperty. (b) If Buyer and Seller have not agreed as to on the validity existence of any asserted an Environmental Defect, or if the Parties have not agreed on the Environmental Defect Value thereforAmount, and if Seller timely asserted by Buyer, the Parties shall not have elected to exclude submit the affected Assets from this sale pursuant to Section 4.03(b)(ii), then either Party shall have the right to elect to have the validity existence of the asserted such Environmental Defect, Defect and/or the Environmental Defect Value for such Environmental Defect, Amount as determined by an Independent Expert each Party to binding expert determination pursuant to Section 16.03. If the validity of any such asserted Environmental Defect or the amount of any such Environmental Defect Value is not determined by the Closing5.5, the Asset affected by such disputed Environmental Defect Parties shall be excluded from the proceed with Closing and the Purchase Price paid at the Closing Seller shall be reduced by the Allocated Value of that Asset. Upon resolution of such dispute, the Allocated Value of that Asset less assign the Environmental Defect Value, if any, found Property to be attributable to such Environmental Defect shall, subject to this Section 4.04, be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlementat Closing. Notwithstanding anything stated herein to the foregoingcontrary, either Buyer or Seller shall have in the right to exclude an Asset from the sale if event the Environmental Defect Value Amount related to any Environmental Defect Property exceeds the Allocated Value of the Asset(s) affected thereby. (c) Notwithstanding anything to the contrary in this Agreement, (i) if the such Environmental Defect Value for a given individual Environmental Defect does not exceed $50,000Property, then no adjustment Buyer may, at its sole election, elect to have Seller retain such property and reduce the Purchase Price shall be made for by an amount equal to the Allocated Value of such Environmental Defect; (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefore and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excessDefect Property.

Remedies for Environmental Defects. (a) If In the event that any Environmental Defect described in a notice delivered timely asserted by Buyer in accordance with Section 4.03 12.1(a) is not waived in writing by Buyer or cured on or before the Closing, then, subject to Seller’s right to dispute the existence of a Environmental Defect and/or the Remediation Amount asserted with respect thereto, the Parties shall mutually elect to: (i) subject to the Individual Environmental Threshold and the Environmental Deductible, reduce the Closing Cash Consideration by the Remediation Amount; (ii) to the extent attributable to the Conveyed Interests, have Seller has not elected to exclude the affected Assets from this sale or Buyer and Seller have not agreed for Seller to indemnify Buyer assume responsibility for the Remediation of such Environmental Defect and indemnify and hold harmless the Buyer Indemnified Parties from and against all Liabilities associated with such Environmental Defect and Remediation by an indemnity in form and substance satisfactory to Buyer; (iii) retain the entirety of the Asset that is subject to such Environmental Defect, then together with all associated Assets, in which event the Purchase Price Closing Cash Consideration shall be reduced by the Environmental Defect Value of such Environmental Defect as agreed by the Parties. (b) If Buyer and Seller have not agreed as an amount equal to the validity of any asserted Environmental Defect, or if the Parties have not agreed on the Environmental Defect Value therefor, and if Seller shall not have elected to exclude the affected Assets from this sale pursuant to Section 4.03(b)(ii), then either Party shall have the right to elect to have the validity of the asserted Environmental Defect, and/or the Environmental Defect Value for such Environmental Defect, determined by an Independent Expert pursuant to Section 16.03. If the validity of any such asserted Environmental Defect or the amount of any such Environmental Defect Value is not determined by the Closing, the Asset affected by such disputed Environmental Defect shall be excluded from the Closing and the Purchase Price paid at the Closing shall be reduced by the Allocated Value of that Asset. Upon resolution of such dispute, the Allocated Value of that Asset less the Environmental Defect Value, if any, found to be attributable to such Environmental Defect shall, subject to this Section 4.04, be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlement. Notwithstanding the foregoing, either Buyer or Seller shall have the right to exclude an Asset from the sale if the Environmental Defect Value exceeds the Allocated Value of the Asset(s) affected thereby.Conveyed Interest and the Carried Cost Obligation shall be reduced by an amount equal to the Allocated Carry for the affected Conveyed Interest; or (civ) Notwithstanding anything to the contrary extent attributable to the Conveyed Interests, have Seller indemnify and hold harmless the Buyer Indemnified Parties from and against all Liabilities associated with such Environmental Defect by an indemnity in this Agreementform and substance reasonably satisfactory to Buyer. In the event the Parties do not agree in writing by Closing on an election of alternative (i), (ii), (iii) or (iv) above with respect to any Environmental Defect, they shall be deemed to have elected alternative (i), provided that if the existence of the Environmental Defect or the Remediation Amount is disputed, no reduction shall be made in the Closing Cash Consideration pursuant to Section 3.3(b)(iii) at Closing and instead such adjustment, if any, shall be made as part of the final settlement pursuant to Section 3.6, or if not yet then resolved, thereafter. If the Parties elect the option set forth in clause (i) if above, then Buyer shall be deemed to have assumed responsibility for 50% of the costs and expenses attributable to the Remediation of the applicable Environmental Defect Value for a given individual Environmental Defect does not exceed $50,000, then no adjustment (net to Seller’s interest in the underlying properties prior to the Purchase Price Closing) and 50% of all Liabilities (net to Seller’s interest in the underlying properties prior to the Closing) with respect thereto and Buyer’s obligations with respect to the foregoing shall be made for such Environmental Defect; deemed to constitute Assumed Obligations. If the Parties elect the option set forth in clause (ii) if above, Seller shall implement such Remediation in a manner which is consistent with the aggregate adjustment requirements of Environmental Laws in a timely fashion for the type of Remediation that Seller elects to undertake. Seller will be deemed to have adequately completed the Remediation required in the immediately preceding sentence (A) upon receipt of a certificate or approval from the applicable Governmental Authority that the Remediation has been implemented to the Purchase Price determined in accordance extent necessary to comply with this Agreement for Title Defects and Environmental Defects does not exceed three percent existing regulatory requirements or (3%B) upon receipt of a certificate from a licensed professional engineer reasonably acceptable to Buyer that the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefore and (iii) if the aggregate adjustment Remediation has been implemented to the Purchase Price determined in accordance extent necessary to comply with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excessexisting regulatory requirements.

Remedies for Environmental Defects. (a) If Subject to the continuing right of Seller to dispute the existence of an asserted Environmental Defect and/or the asserted Environmental Defect Value and subject to the rights of the Parties under Section 13.01(f), if any Environmental Defect described in a notice delivered timely asserted by Buyer in accordance with Section 4.03 5.03 is not waived in writing by Buyer or cured on or before the Closing, and Seller has not elected shall, at its sole option, elect to: (i) subject to exclude Section 5.04(c), reduce the affected Assets from this sale or Buyer and Seller have not agreed for Seller to indemnify Buyer Purchase Price by the Environmental Defect Value for the Environmental Defect as determined in accordance with Section 5.02(c) or Article XVIII (which shall cause such alleged Environmental Defect to become an Assumed Obligation under Section 16.02); (ii) indemnify Buyer against all claims resulting from the Environmental Defect pursuant to an indemnity agreement (the “Environmental Indemnity Agreement”) in the form attached to this Agreement as Exhibit G; or (iii) retain the entirety of the Asset that is subject to such Environmental Defect, then together with all associated Assets, in which event the Purchase Price shall be reduced by an amount equal to the Environmental Defect Allocated Value of such Environmental Defect as agreed by the PartiesAsset and the associated Assets. (b) If at or before the Closing Buyer and Seller have not agreed as to on the validity of any asserted Environmental Defect, Defect or if the Parties have not agreed on the Environmental Defect Value therefor, attributable to the Environmental Defect and if Seller shall has not have elected to exclude indemnify the affected Buyer with respect to the Environmental Defect under Section 5.04(a)(ii) or to retain the Assets from this sale pursuant to associated with the Environmental Defect under Section 4.03(b)(ii5.04(a)(iii), then either Party Buyer or Seller shall have the right to elect to have the Dispute regarding the validity of the asserted Environmental Defect, and/or Defect or the Environmental Defect Value for such Environmental Defect, determined by an Independent Expert pursuant to Section 16.03in accordance with Article XVIII. If the validity of any such asserted Environmental Defect or the amount of any such Environmental Defect Value is not determined by the ClosingIn that event, the Asset affected by such disputed Environmental Defect shall be excluded from the Closing and the Purchase Price paid at the Closing shall not be reduced by virtue of the Allocated Value of that Asset. Upon disputed Environmental Defect or Environmental Defect Value, but on the final resolution of such dispute, the Allocated Value of that Asset less Dispute the Environmental Defect Value, if any, found to be attributable to such the Environmental Defect shall, subject to this Section 4.045.04(c), be paid refunded by Seller to Buyer to Seller and the Asset conveyed to Buyer, if that is part within three (3) Business Days of the mutually agreed settlement. Notwithstanding the foregoing, either Buyer or Seller shall have the right to exclude an Asset from the sale if the Environmental Defect Value exceeds the Allocated Value of the Asset(s) affected therebysuch resolution. (c) Notwithstanding anything to the contrary in this Agreement, Agreement (i) if the Environmental Defect Value for a given particular individual Environmental Defect does not exceed $50,00025,000, then no adjustment to the Purchase Price shall be made for such the Environmental Defect; , (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects (exceeding $25,000) does not exceed three two percent (32%) of the Unadjusted Purchase Price prior to any adjustments theretoother adjustments, then no adjustment of the Purchase Price shall be made therefore on account of Environmental Defects, and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects (exceeding $25,000) does exceed three two percent (32%) of the Unadjusted Purchase Price prior to any adjustments theretoother adjustments, then the Purchase Price shall only be adjusted only by the amount of such the excess.

Remedies for Environmental Defects. Subject to (aw) If any Section 7.1(d), (x) Seller’s right to dispute the existence of an Environmental Defect described and the Environmental Defect Amount asserted with respect thereto, (y) Seller’s right to Remediate or attempt to Remediate any asserted Environmental Defect pursuant to Section 7.1(b), and (z) with respect to Environmental Defects for which Seller has received an Environmental Defect Notice that satisfies all of the requirements set forth in a notice delivered Section 7.1(a) prior to the Closing, the Parties’ rights to terminate this Agreement pursuant to Section 12.1, in accordance with Section 4.03 the event that any valid Environmental Defect is not waived in writing by Purchaser or is cured on or before prior to the Closingexpiration of the Cure Period, and then Seller has not elected shall elect one of the following remedies with respect to exclude the affected Assets from this sale or Buyer and Seller have not agreed for Seller to indemnify Buyer for the such Environmental Defect, then : (i) convey the applicable Assets to Purchaser at Closing and the Unadjusted Purchase Price shall be reduced decreased by the Environmental Defect Value of such Environmental Defect as agreed by the Parties. (b) If Buyer and Seller have not agreed as Amount attributable to the validity of any asserted Environmental Defect, or if the Parties have not agreed on the Environmental Defect Value therefor, and if Seller shall not have elected to exclude the affected Assets from this sale pursuant to Section 4.03(b)(ii), then either Party shall have the right to elect to have the validity of the asserted Environmental Defect, and/or the Environmental Defect Value for such Environmental Defect, determined by an Independent Expert pursuant ; (ii) exclude the Assets subject to Section 16.03. If the validity of any such asserted alleged Environmental Defect (along with any other Assets to the extent reasonably necessary for the ownership or operation of such Assets) from the amount of any transactions contemplated hereunder and, in such Environmental Defect Value is not determined by event, (A) the Closing, the Asset affected by such disputed Environmental Defect Unadjusted Purchase Price shall be excluded from the Closing and the Purchase Price paid at the Closing shall be reduced decreased by the Allocated Value of that Asset. Upon resolution of such disputeexcluded Assets, the Allocated Value of that Asset less the Environmental Defect Value, if any, found (B) all such Assets shall be deemed to be attributable excluded from the definition of Assets and from Exhibit A (including any of Exhibit X-0, Xxxxxxx X-0, or Exhibit A-3, as applicable), (C) such Assets shall be deemed to constitute Excluded Assets set forth on Schedule 1.1(a) and (D) Purchaser shall have no rights or obligations hereunder with respect to such Environmental Defect shallExcluded Assets; or (iii) with Purchaser’s consent, subject have Seller agree to this Section 4.04, be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlement. Notwithstanding the foregoing, either Buyer or Seller shall have the right to exclude an Asset from the sale if the Environmental Defect Value exceeds indemnify Purchaser against all liability (which may specifically exceed the Allocated Value of the Asset(s) affected thereby. (c) Notwithstanding anything Environmental Defect Property and will specifically not be subject to the contrary in this Agreement, (iIndividual Threshold and the Defect Deductible) if the resulting from such Environmental Defect Value for pursuant to a given individual Environmental Defect does not exceed $50,000, then no adjustment to the Purchase Price shall be made for such Environmental Defect; (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefore and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excessIndemnity Agreement.

Remedies for Environmental Defects. (a) If any Environmental Defect described in a notice delivered in accordance with Section 4.03 is not cured on or before the Closing, and Seller has not elected to exclude the affected Assets from this sale or Buyer and Seller have not agreed for Seller to indemnify Buyer for the Environmental Defect, then the Purchase Price shall be reduced by the Environmental Defect Value of such Environmental Defect as agreed by the Parties. (b) If Buyer and Seller have not agreed as to the validity of any asserted Environmental Defect, or if the Parties have not agreed on the Environmental Defect Value therefor, and if Seller shall not have elected then on or before three Business Days prior to exclude the affected Assets from this sale pursuant to Section 4.03(b)(ii), then Closing Date either Party shall have the right to elect to have the validity of the asserted Environmental Defect, and/or the Environmental Defect Value for such Environmental Defect, determined by an Independent Expert pursuant to Section 16.03. If the validity of any such asserted Environmental Defect or the amount of any such Environmental Defect Value is not determined by the Closing, the Asset affected by such disputed Environmental Defect shall be excluded from the Closing and the Purchase Price paid at the Closing shall be reduced by the Allocated Value of that such Asset. Upon resolution of such dispute, the Allocated Value of that Asset less the Environmental Defect Value, if any, found to be attributable to such Environmental Defect shall, subject to this Section 4.04, be paid by Seller to Buyer to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlement. Notwithstanding the foregoing, either Seller and Buyer or Seller shall each have the right to exclude an Asset from the sale if the Environmental Defect Value exceeds the Allocated Value of the Asset(s) affected thereby. (c) Notwithstanding anything to the contrary in this Agreement, (i) if the Environmental Defect Value for a given individual Environmental Defect does not exceed $50,00025,000, then no adjustment to the Purchase Price shall be made for such Environmental Defect; (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Environmental Defects (exceeding $25,000) and Title Defects and Environmental Defects (exceeding $25,000) does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefore therefore; and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Environmental Defects (exceeding $25,000) and Title Defects and Environmental Defects (exceeding $25,000) does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excess.

Remedies for Environmental Defects. (a) If any Environmental Defect described in a notice an Environmental Defect Notice delivered in accordance with Section 4.03 4.03(a) (i) is not cured on or before the Closing, Closing and Seller has not elected to exclude the affected Assets from this sale or Buyer and Seller Parties have not agreed for Seller to indemnify Buyer for reached an agreement under Section 4.03(b) hereof or (ii) the Environmental Defect, then the Purchase Price shall be reduced by the Environmental Defect Value of such Environmental Defect as agreed by the Parties. (b) If Buyer and Seller Parties have not agreed as to the validity or cure of any asserted Environmental Defect, or if the Parties have not agreed on the Environmental Defect Value therefor, and if Seller shall not have elected or as to exclude the affected Assets from this sale pursuant to Section 4.03(b)(ii)an indemnity, then either Party shall have the right to elect at or before Closing to have the validity or cure of the asserted Environmental Defect, Defect and/or the Environmental Defect Value for such Environmental Defect, determined by an Independent Expert pursuant to Section 16.03. If such an election is made but the validity or cure of any such asserted Environmental Defect or the amount of any such Environmental Defect Value is not determined by the Closing, the Asset then (xi) all Assets affected by such disputed Environmental Defect shall be excluded from the Closing as Excluded Assets and the Purchase Price paid at the Closing shall be reduced by the Allocated Value of that Asset. Upon resolution such Assets, and (xii) upon the cure of such disputeEnvironmental Defect or determination by the Independent Expert that such Environmental Defect is not valid, the affected Assets, concurrent with the Purchaser’s payment of the Allocated Value of that Asset less the Environmental Defect Valuethereof, if any, found to shall be attributable to such Environmental Defect shall, subject to this Section 4.04, be paid by Buyer to Seller and the Asset conveyed to Buyer, the Purchaser (and shall no longer be deemed an Excluded Asset) if that is part of the resolution pursuant to Section 16.03, or mutually agreed settlement. Notwithstanding the foregoing, either Buyer or Seller shall have the right to exclude an Asset from the sale if the Environmental Defect Value exceeds the Allocated Value of the Asset(s) affected thereby. (cb) Notwithstanding anything to the contrary in this Agreement, (i) if the Environmental Defect Value for a given individual Environmental Defect Defect, as agreed by the Parties or as determined by an Independent Expert, does not exceed Fifty Thousand and No/100 Dollars ($50,000), then no such amount shall not be considered for the purposes of any adjustment to the Purchase Price shall be made for such Environmental Defect; and (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects in excess of Fifty Thousand and No/100 Dollars ($50,000) each does not exceed three percent Two Hundred Fifty Thousand and No/100 Dollars (3%) of the Purchase Price prior to any adjustments thereto$250,000), then no adjustment of the Purchase Price shall be made therefore and (iii) if the aggregate therefor. Any adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and resulting from qualifying Environmental Defects does exceed three percent exceeding in the aggregate Two Hundred Fifty Thousand and No/100 Dollars (3%$250,000) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the for such amount that is in excess of such excessTwo Hundred Fifty Thousand and No/100 Dollars ($250,000). EXCEPT AS SET FORTH IN ARTICLE V AND IN SECTION 14.02, (x) THIS ARTICLE IV SHALL BE THE SOLE AND EXCLUSIVE REMEDY OF PURCHASER FOR ANY DAMAGES ARISING OR INCURRED BY PURCHASER UNDER ENVIRONMENTAL LAWS AND (y) PURCHASER, FOR ITSELF AND ITS AFFILIATES, HEREBY EXPRESSLY WAIVES, RELEASES, DISCLAIMS AND NEGATES ANY AND ALL RIGHTS OR CAUSES OF ACTION IT MIGHT OTHERWISE HAVE AGAINST SELLER OR ITS AFFILIATES UNDER STATUTORY OR COMMON LAW, WHETHER ARISING IN TORT, CONTRACT, EQUITY, BY STATUTE, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH ENVIRONMENTAL LAWS OR WITH RESPECT TO ANY MATERIALS, SUBSTANCES, CONDITIONS, WASTES OR ACTIVITIES REGULATED THEREUNDER.

Remedies for Environmental Defects. (ai) If In the event that any Pre-Closing Environmental Defect described in a notice delivered timely asserted by BG in accordance with Section 4.03 12.1(a) is not waived in writing by BG or cured on or before Closing, then, subject to EXCO’s right to dispute the existence of a Environmental Defect and/or the Remediation Amount asserted with respect thereto, the Parties shall mutually elect to: (A) subject to the Individual Environmental Threshold and the Environmental Deductible, reduce the Closing Cash Consideration by the Remediation Amount; (B) to the extent attributable to the Subject Interests, have EXCO assume responsibility for the Remediation of such Environmental Defect and indemnify and hold harmless the BG Indemnified Parties from and against all Liabilities associated with such Environmental Defect and Remediation by an indemnity in form and substance satisfactory to BG; (C) have the entirety of the Asset, or, at the option of BG, that portion of such Asset pertaining to the Shallow Rights, that is subject to such Environmental Defect, together with all associated Assets, distributed to, and retained by EXCO in which event the Closing Cash Consideration shall be reduced by an amount equal to the Allocated Value of the affected Subject Interest and the Carried Cost Obligation shall be reduced by an amount equal to the Allocated Carry for the affected Subject Interest; or (D) to the extent attributable to the Subject Interests, have EXCO indemnify and hold harmless the BG Indemnified Parties from and against all Liabilities associated with such Environmental Defect by an indemnity in form and substance reasonably satisfactory to BG. In the event the Parties do not agree in writing by Closing on an election of alternative (A), (B), (C) or (D) above with respect to any Pre-Closing Environmental Defect, they shall be deemed to have elected alternative (A), provided that if the existence of the Pre-Closing Environmental Defect or the Remediation Amount is disputed, no reduction shall be made in the Closing Cash Consideration pursuant to Section 3.3(b)(v) at Closing and instead such adjustment, if any, shall be made as part of the final settlement pursuant to Section 3.6, or if not yet then resolved, thereafter. If the Parties elect the option set forth in clause (A) above, then from and after the Closing, BG and its Affiliates (other than Midstream LLC and Operator) shall be responsible and pay for 50% of the costs and expenses attributable to the Remediation of the applicable Pre-Closing Environmental Defect (net to the interest of the EXCO Subs in the underlying properties prior to the Closing) and 50% of all Liabilities (net to the interest of the EXCO Subs in the underlying properties prior to the Closing) with respect thereto. If the Parties elect the option set forth in clause (B) above, EXCO shall implement such Remediation in a manner which is consistent with the requirements of Environmental Laws in a timely fashion for the type of Remediation that EXCO elects to undertake. EXCO will be deemed to have adequately completed the Remediation required in the immediately preceding sentence (1) upon receipt of a certificate or approval from the applicable Governmental Authority that the Remediation has been implemented to the extent necessary to comply with existing regulatory requirements or (2) upon receipt of a certificate from a licensed professional engineer reasonably acceptable to BG that the Remediation has been implemented to the extent necessary to comply with existing regulatory requirements. (ii) With respect to any Post-Closing Environmental Defect that has not been waived in writing by BG, or cured on or before the Closing, and Seller has not elected to exclude the affected Assets from this sale or Buyer and Seller have not agreed for Seller to indemnify Buyer for the Environmental Defect, then the Purchase Price shall be reduced by the Post-Closing Environmental Defect Value Remedy Date, subject to EXCO’s right to dispute the existence of such Environmental Defect as agreed by and/or the Parties.Remediation Amount asserted with respect thereto and subject to the Individual Environmental Defect Threshold and the Environmental Deductible, the Parties shall mutually elect to: (bA) If Buyer and Seller have not agreed as subject to the validity Individual Environmental Defect Threshold and the Environmental Deductible, make a payment from EXCO to BG in an amount equal to the Remediation Amount of any asserted such Environmental Defect, or if the Parties have not agreed on the Environmental Defect Value therefor, and if Seller shall not have elected to exclude the affected Assets from this sale pursuant to Section 4.03(b)(ii), then either Party shall ; (B) have the right applicable Newco reassign to elect to have EXCO, with special warranty of title against claims by, through or under BG, but not otherwise, the validity Subject Interests, or, at the option of BG, that portion of the asserted Environmental DefectSubject Interests pertaining to the Shallow Rights, and/or the Environmental Defect Value for that are subject to such Environmental Defect, determined by an Independent Expert pursuant and the Operator reassign to Section 16.03. If the validity EXCO, with special warranty of any such asserted Environmental Defect title against claims by, through or the amount of any such Environmental Defect Value is under Operator, but not determined by the Closingotherwise, the Asset affected by such disputed Environmental Defect shall be excluded from the Closing and the Purchase Price paid Assets, or, at the Closing shall be reduced by option of BG, that portion of the Allocated Value of Assets pertaining to the Shallow Rights, that Asset. Upon resolution of such dispute, the Allocated Value of that Asset less the Environmental Defect Value, if any, found to be attributable are subject to such Environmental Defect shallDefect, subject in each case, together with all associated Assets, and, concurrently therewith, EXCO shall pay to this Section 4.04, be paid by Buyer BG an amount equal to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlement. Notwithstanding the foregoing, either Buyer or Seller shall have the right to exclude an Asset from the sale if the Environmental Defect Value exceeds the Allocated Value of the Asset(s) affected thereby.applicable Subject Interests, the Carried Cost Obligation shall be reduced by an amount equal to the Allocated Carry for the applicable Subject Interests and such property and assets shall become Excluded Assets hereunder; or (cC) Notwithstanding anything have EXCO indemnify BG with respect to such Environmental Defect by an indemnity in form and substance satisfactory to BG. In the contrary event that the Parties do not agree in this Agreementwriting by the Post-Closing Environmental Defect Remedy Date on an election of alternative (A), (iB) or (C) above with respect to any Post-Closing Environmental Defect, they shall be deemed to have elected alternative (B); provided that if the existence of a Post-Closing Environmental Defect Value for a given individual Environmental Defect does not exceed $50,000or the Remediation Amount asserted with respect thereto is disputed, then no adjustment to the Purchase Price reassignment shall be made for such Environmental Defect; (ii) if until the aggregate adjustment dispute is resolved pursuant to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefore and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excessSection 12.1(f).

Remedies for Environmental Defects. (a) If any Subject to Seller’s continuing right to dispute the existence of an Environmental Defect described and the Remediation Amount asserted with respect thereto, in a notice delivered the event that any alleged Environmental Defect timely and properly asserted by Purchaser in accordance with Section 4.03 9.4(b) has an associated Remediation Amount that exceeds the Individual Environmental Defect Threshold, and such Environmental Defect is not cured waived in writing by Purchaser or Remediated on or before the Closing, and Seller has not elected to exclude the affected Assets from this sale or Buyer and Seller have not agreed for Seller to indemnify Buyer for the Environmental Defectshall, then at its sole option, elect to: (i) reduce the Purchase Price shall be reduced by the Environmental Defect Value of such Environmental Defect as agreed by the Parties. (b) If Buyer and Seller have not agreed as to the validity of any asserted Environmental Defect, or if the Parties have not agreed on the Environmental Defect Value therefor, and if Seller shall not have elected to exclude the affected Assets from this sale pursuant to Section 4.03(b)(ii), then either Party shall have the right to elect to have the validity of the asserted Environmental Defect, and/or the Environmental Defect Value Remediation Amount for such Environmental Defect, determined by an Independent Expert pursuant to Section 16.03. If the validity of any such asserted Environmental Defect or the amount of any such Environmental Defect Value is not determined by the Closing, the Asset affected by such disputed Environmental Defect shall be excluded from the Closing and the Purchase Price paid at the Closing shall be reduced by the Allocated Value of that Asset. Upon resolution of such dispute, the Allocated Value of that Asset less the Environmental Defect Value, if any, found to be attributable to such Environmental Defect shall, subject to this Section 4.04, be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlement. Notwithstanding the foregoing, either Buyer or Seller shall have the right to exclude an Asset from the sale if the Environmental Defect Value exceeds the Allocated Value of the Asset(s) affected thereby. (c) Notwithstanding anything to the contrary in this Agreement, (i) if the Environmental Defect Value for a given individual Environmental Defect does not exceed $50,000, then no adjustment to the Purchase Price shall be made for such alleged Environmental Defect; (ii) if the aggregate adjustment to Parties agree that the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does not exceed three Remediation Amount exceeds seventy-five percent (375%) of the Allocated Value of the Purchased Asset(s) affected by the Environmental Defect, exclude said Purchased Asset from this Agreement in which case the Purchased Asset(s) affected by the Environmental Defect, including the associated Leases and Equipment, shall be Excluded Assets and the Purchase Price prior shall be reduced by an amount equal to the Allocated Value of the Purchased Asset(s) affected by the Environmental Defect; (iii) proceed to Closing without any adjustments thereto, then no adjustment of the Purchase Price shall be made therefore for the Environmental Defect and (iii) if the aggregate adjustment to the Purchase Price determined resolve any remaining Environmental Disputed Matter post-Closing in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%Section 9.4(d) of the Purchase Price this Agreement; or (iv) prior to any adjustments the Closing resolve the alleged Environmental Defect by other agreement of the Parties. Seller shall advise Purchaser in writing of its election above no later than twenty-four (24) hours before the Closing. If Seller fails to timely notify Purchaser of its election above, then Seller shall be deemed to have accepted the Remediation Amount proposed by Purchaser and Seller shall be deemed to have elected the option set forth in clause (i) above. If Seller elects the option set forth in clause (i) above, Purchaser shall be deemed to have assumed responsibility for all costs and expenses attributable to the Remediation of the applicable Environmental Defect (net to the Purchased Assets) and all Liabilities (net to the Purchased Assets), including Environmental Liabilities, with respect thereto, then and Purchaser’s obligations with respect to the Purchase Price foregoing shall only be adjusted by deemed to constitute part of the amount of such excessAssumed Obligations.

Remedies for Environmental Defects. (a) If Subject to Seller’s continuing right to dispute the existence of an Environmental Defect and/or the Remediation Amount asserted with respect thereto, in the event that any Environmental Defect described in a notice delivered timely asserted by Buyer in accordance with Section 4.03 Article 13.1(a) is not waived in writing by Buyer or cured on or before the Closing, Seller shall, at its sole option, elect to either: (i) subject to the Individual Environmental Threshold and Seller has not elected to exclude the affected Assets from this sale or Buyer and Seller have not agreed for Seller to indemnify Buyer for the Environmental DefectAggregate Deductible, then reduce the Purchase Price by the Remediation Amount; or (ii) assume responsibility for the Remediation of such Environmental Defect. If Seller elects the option set forth in clause (i) above, Buyer shall be reduced by the Environmental Defect Value deemed to have assumed responsibility for Remediation of such Environmental Defect as agreed by and such Environmental Defect and all Liabilities with respect thereto shall be deemed to constitute Assumed Obligations. If Seller elects the Parties. option set forth in clause (bii) If Buyer above, Seller shall use reasonable efforts to implement such Remediation in a manner which is consistent with the requirements of Environmental Laws in a timely fashion for the type of Remediation that Seller elects to undertake and Seller shall have not agreed as access to the validity of any asserted Environmental Defect, or if the Parties have not agreed on the Environmental Defect Value therefor, and if Seller shall not have elected to exclude the affected Assets from this sale pursuant to Section 4.03(b)(ii), then either Party shall have the right to elect to have the validity of the asserted Environmental Defect, and/or the Environmental Defect Value for such Environmental Defect, determined by an Independent Expert pursuant to Section 16.03. If the validity of any such asserted Environmental Defect or the amount of any such Environmental Defect Value is not determined by the Closing, the Asset affected by such disputed Environmental Defect shall be excluded from after the Closing Date to implement and the Purchase Price paid at the Closing shall be reduced by the Allocated Value of that Asset. Upon resolution of complete such dispute, the Allocated Value of that Asset less the Environmental Defect Value, if any, found to be attributable to such Environmental Defect shall, subject to this Section 4.04, be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlement. Notwithstanding the foregoing, either Buyer or Seller shall have the right to exclude an Asset from the sale if the Environmental Defect Value exceeds the Allocated Value of the Asset(s) affected thereby. (c) Notwithstanding anything to the contrary in this Agreement, (i) if the Environmental Defect Value for a given individual Environmental Defect does not exceed $50,000, then no adjustment to the Purchase Price shall be made for such Environmental Defect; (ii) if the aggregate adjustment to the Purchase Price determined Remediation in accordance with this an Access Agreement for Title Defects and Environmental Defects does not exceed three percent in substantially the form attached hereto as Exhibit D (3%the “Access Agreement”). Seller will be deemed to have adequately completed the Remediation required in the immediately preceding sentence (A) upon receipt of a certificate or approval from the Purchase Price prior to any adjustments thereto, then no adjustment of applicable Governmental Authority that the Purchase Price shall be made therefore and (iii) if the aggregate adjustment Remediation has been implemented to the Purchase Price determined in accordance extent necessary to comply with this Agreement for Title Defects and Environmental Defects does exceed three percent existing regulatory requirements or (3%B) upon receipt of a certificate from a licensed professional engineer that the Purchase Price prior Remediation has been implemented to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excessextent necessary to comply with existing regulatory requirements.

Remedies for Environmental Defects. In the event that any Environmental Defect is not waived in writing by Buyer or is not cured by Seller on or prior to the Closing Date, then: (a) If In the event that any Environmental Defect described Value asserted by Buyer in a an Environmental Defect Notice exceeds the Allocated Value of the affected Asset (or, if such Asset has no Allocated Value, an amount equal to $[***]), either Buyer or Seller may elect by written notice delivered in accordance with Section 4.03 is to the other Party prior to the Closing to exclude such affected Asset from the Closing. In such case, (i) the affected Asset shall not cured on or before be conveyed to Buyer at the Closing, and Seller has not elected to exclude the affected Assets from this sale or Buyer and Seller have not agreed for Seller to indemnify Buyer for the Environmental Defect, then (ii) the Purchase Price shall be reduced by an amount equal to the Environmental Defect Allocated Value of such Environmental Defect as agreed by affected Asset, (iii) such Asset shall be deemed to be deleted from the Parties.Exhibits attached hereto and (iv) such Asset shall constitute an Excluded Asset for all purposes hereunder; or (b) If Buyer and Seller have not agreed as With respect to the validity of any asserted each Property affected by Environmental Defect, or if the Parties have not agreed on the Defects reported in an Environmental Defect Value thereforNotice, and if such Property shall be assigned to Buyer at the Closing subject to all uncured Environmental Defects (except with respect to those Properties (i) that Buyer or Seller shall not have has elected to exclude the affected Assets from this sale pursuant to Section 4.03(b)(ii), then either Party shall have the right 7.5(a);or (ii) with respect to elect which Seller has made an election to have the validity of the asserted Environmental Defect, and/or the Environmental Defect Value for such Environmental Defect, determined by an Independent Expert pursuant attempt to Section 16.03. If the validity of any such asserted Environmental Defect or the amount of any such Environmental Defect Value is not determined by the Closing, the Asset affected by such disputed Environmental Defect shall be excluded from cure after the Closing as described in Section 7.4) and the Purchase Price paid at the Closing shall be reduced by the Allocated Value of that Asset. Upon resolution of such dispute, the Allocated Value of that Asset less the Environmental Defect Value, if any, found to be attributable to such Environmental Defect shall, subject to this Section 4.04, be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlement. Notwithstanding the foregoing, either Buyer or Seller shall have the right to exclude an Asset from the sale if the Environmental Defect Value exceeds the Allocated Value of the Asset(s) affected thereby. (c) Notwithstanding anything to the contrary in this Agreement, (i) if the Environmental Defect Value for a given individual Environmental Defect does not exceed $50,000, then no adjustment to the Purchase Price shall be made reduced by an amount equal to the aggregate Environmental Defect Value asserted by Buyer in the applicable Environmental Defect Notice; provided, however, that if Seller disputes any Environmental Defect or Environmental Defect Value asserted by Buyer and the Parties cannot agree upon such contested matters prior to the Closing, subject to Section 7.7, the Closing Payment shall be reduced by Buyer’s good faith estimate of the Environmental Defect Value set forth in the applicable Environmental Defect Notice for such disputed Environmental Defect; (ii) if , which amount shall be deposited into the aggregate adjustment to Defect Escrow Account at the Purchase Price determined Closing by Buyer pending final resolution of such contested Environmental Defect and, within two Business Days following final resolution of such contested Environmental Defect in accordance with this Agreement for Title Defects Section 8, Seller and Environmental Defects does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price Buyer shall be made therefore execute and (iii) if the aggregate adjustment deliver joint written instructions to the Purchase Price determined in accordance with this Agreement for Title Defects and Escrow Agent to release such disputed Environmental Defects does exceed three percent (3%) of the Purchase Price prior Defect Value to any adjustments theretoSeller or Buyer, then the Purchase Price shall only be adjusted by the amount of such excessas applicable.

Remedies for Environmental Defects. (a) If any If, as of the Closing Date, the Assets are affected by an uncured or otherwise unresolved Environmental Defect described in a notice delivered in accordance with noticed pursuant to the provisions of Section 4.03 is 4.11, the affected portion of the Assets shall not cured on be sold, transferred, or before conveyed to Buyers at the Closing, and the Purchase Price shall, subject to the terms of Section 4.14, be decreased by the Allocated Value of the portion of the Assets so affected. Thereafter, Seller has not elected and Prima shall act reasonably and in good faith either (i) to exclude agree (y) as to the manner of cure for such Environmental Defect or (z) the value of such Environmental Defect and adjust the Final Settlement Statement in the amount thereof net of any Purchase Price adjustment made at the Closing, in which event the affected portion of the Assets shall be conveyed to Buyers; provided that if option (y) is agreed to, no assignment of the affected portion of the Assets shall be made as between Seller and Buyers until such agreed cure is accomplished to Prima’s reasonable satisfaction whereupon the Allocated Value previously deducted from this sale the Purchase Price shall be paid to Seller, or Buyer (ii) with respect to any Environmental Defect as to which Seller and Seller have not agreed for Seller Prima are unable to indemnify Buyer for agree within thirty (30) days of the Closing as to the validity of the Environmental Defect, then the Environmental Defect Value, or the manner of correction, submit such matter to be determined by an Independent Expert pursuant to Section 4.13. (b) With respect to any Asset which is not sold, transferred, or conveyed to Buyers at the Closing pursuant to the terms of Section 4.12(a), after the Closing and at such time as any Environmental Defect Value or the manner of correction for an Environmental Defect is determined and, in either event, the amount thereof is determined to be less than the Allocated Value for the affected portion of the Assets, Seller shall have the right (i) in the case of an Environmental Defect Value determination, to have the Purchase Price reduced by only the Environmental Defect Value as so determined or (ii) in the case of the cure determination, to elect to cure the Environmental Defect to Prima’s reasonable satisfaction. The consequence of (i) shall be that Prima will pay to Seller an amount equal to the Allocated Value for the affected Assets minus the Environmental Defect Value and the affected portion of the Assets previously retained by Seller shall be conveyed to Buyers. The consequence of (ii) shall be that upon achieving Prima’s written acknowledgement that the Environmental Defect has been cured to Prima’s reasonable satisfaction, the Allocated Value for such previously retained Asset shall be paid to Seller and the affected portion of the Assets shall be conveyed to Buyers. If no Environmental Defect is determined to exist, Prima shall pay the Allocated Value attributable to the affected portion of the Assets to Seller, and Seller shall convey the previously retained portion of the Assets to Buyers. If the Environmental Defect Value or the cost to cure an Environmental Defect is determined to be greater than the Allocated Value of the affected portion of the Assets, Seller shall retain the affected portion of the Assets, and the Purchase Price shall be reduced by the Environmental Defect Value of such Environmental Defect as agreed by the Parties. (b) If Buyer and Seller have not agreed as to the validity of any asserted Environmental Defect, or if the Parties have not agreed on the Environmental Defect Value therefor, and if Seller shall not have elected to exclude the affected Assets from this sale pursuant to Section 4.03(b)(ii), then either Party shall have the right to elect to have the validity of the asserted Environmental Defect, and/or the Environmental Defect Value for such Environmental Defect, determined by an Independent Expert pursuant to Section 16.03. If the validity of any such asserted Environmental Defect or the amount of any such Environmental Defect Value is not determined by the Closing, the Asset affected by such disputed Environmental Defect shall be excluded from the Closing and the Purchase Price paid at the Closing shall be reduced by the Allocated Value of that Asset. Upon resolution of such dispute, the Allocated Value of that Asset less the Environmental Defect Value, if any, found to be attributable to such Environmental Defect shall, subject to this Section 4.04, be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is part portion of the mutually agreed settlement. Notwithstanding the foregoing, either Buyer or Seller shall have the right to exclude an Asset from the sale if the Environmental Defect Value exceeds the Allocated Value of the Asset(s) affected therebyAssets. (c) Notwithstanding anything to the contrary in this Agreement, (i) if the Environmental Defect Value for a given individual Environmental Defect does not exceed $50,000, then no adjustment to the Purchase Price shall be made for such Environmental Defect; (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefore and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excess.

Remedies for Environmental Defects. (a) If Subject to Seller’s continuing right to dispute the existence of an Environmental Defect and/or the Remediation Amount asserted with respect thereto, in the event that any Environmental Defect described in a notice delivered timely asserted by Buyer in accordance with Section 4.03 6.1(a) is not waived in writing by Buyer or cured on or before prior to the Closing, and Seller has not elected to exclude expiration of the affected Assets from this sale or Buyer and Seller have not agreed for Seller to indemnify Buyer for the Cure Period (an “Uncured Environmental Defect, then the Purchase Price shall be reduced by the Environmental Defect Value of such Environmental Defect as agreed by the Parties. (b) If Buyer and Seller have not agreed as to the validity of any asserted Environmental Defect, or if the Parties have not agreed on the Environmental Defect Value therefor, and if Seller shall not have elected to exclude the affected Assets from this sale pursuant to Section 4.03(b)(ii”), then either Party shall have the right to Seller shall, at its sole option, elect to have the validity of the asserted Environmental Defect, and/or the Environmental Defect Value for such Environmental Defect, determined by an Independent Expert pursuant to Section 16.03. If the validity of any such asserted Environmental Defect or the amount of any such Environmental Defect Value is not determined by the Closing, the Asset affected by such disputed Environmental Defect shall be excluded from the Closing and the Purchase Price paid at the Closing shall be reduced by the Allocated Value of that Asset. Upon resolution of such dispute, the Allocated Value of that Asset less the Environmental Defect Value, if any, found to be attributable to such Environmental Defect shallto, subject to this Section 4.04, be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlement. Notwithstanding the foregoing, either Buyer or Seller shall have the right to exclude an Asset from the sale if the Environmental Defect Value exceeds the Allocated Value of the Asset(s) affected thereby.6.1(d): (c) Notwithstanding anything to the contrary in this Agreement, (i) if reduce the Environmental Defect Value Closing Cash Amount by the Remediation Amount; (ii) assume responsibility for a given individual Environmental Defect does not exceed $50,000, then no adjustment to the Purchase Price shall be made for Remediation of such Environmental Defect; or (iii) retain the entirety of the Conveyed Interest that is subject to such Uncured Environmental Defect, together with all associated Conveyed Interests, in which event (a) the Closing Cash Amount will be reduced by an amount equal to the sum of the Allocated Values of such retained Conveyed Interests and (b) such retained Conveyed Interests shall be deemed to be Excluded Assets. If Seller elects the option set forth in clauses (i) or (iii) above, Buyer shall have no further remedy for any costs and expenses attributable to the Remediation of the applicable Environmental Defect and all Liabilities (net to the Conveyed Interest) with respect thereto and Buyer’s obligations with respect to the foregoing will be deemed to constitute Assumed Obligations. If Seller elects the option set forth in clause (ii) if the aggregate adjustment above, Seller shall take steps to promptly complete such Remediation prior to the Purchase Price determined date that is thirty (30) days after the Environmental Defect Claim Date in a manner which is consistent with the requirements of Environmental Laws, and such remediation shall be completed in accordance with this Agreement for Title Defects diligent and Environmental Defects does not exceed three percent (3%) customary oilfield practice within a reasonable period of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefore and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excesstime.

Remedies for Environmental Defects. (a) If If, as of the Closing Date, the Assets are affected by an uncured or otherwise unresolved Environmental Defect noticed pursuant to the provisions of Section 4.11, the affected portion of the Assets shall not be sold, transferred or conveyed to Buyer at Closing, and the Purchase Price shall, subject to the terms of Section 4.14, be decreased by the Allocated Value of the portion of the Assets so affected. Thereafter, Buyer and St. Mary shall act reasonably and in good faith either (i) xx xgree (y) as to the manner of cure for such Environmental Defect or (z) the value of such Environmental Defect and adjust the Final Settlement Statement in the amount thereof net of any Purchase Price adjustment made at Closing, in which event the affected portion of the Assets shall be conveyed to Buyer; provided that if option (y) is agreed to, no assignment of the affected portion of the Assets shall be made as between Seller and Buyer until such agreed cure is accomplished to Buyer's reasonable satisfaction whereupon the Allocated Value previously deducted from the Purchase Price shall be paid to Seller, or (ii) with respect to any Environmental Defect described in a notice delivered in accordance with Section 4.03 is not cured on or before as to which the Closing, and Seller has not elected Parties are unable to exclude agree within 30 days of Closing as to the affected Assets from this sale or Buyer and Seller have not agreed for Seller to indemnify Buyer for validity of the Environmental Defect, then the Environmental Defect Value, or the manner of correction, submit such matter to be determined by an Independent Expert pursuant to Section 4.13. (b) With respect to any Asset which is not sold, transferred or conveyed to Buyer at the Closing pursuant to the terms of Section 4.12(a), after the Closing and at such time as any Environmental Defect Value or the manner of correction for an Environmental Defect is determined and, in either event, the amount thereof is determined to be less than the Allocated Value for the affected portion of the Assets, Seller shall have the right (i) in the case of an Environmental Defect Value determination, to have the Purchase Price reduced by only the Environmental Defect Value as so determined or (ii) in the case of the cure determination, to elect to cure the Environmental Defect to Buyer's reasonable satisfaction. The consequence of (i) shall be that Buyer will pay to Seller an amount equal to the Allocated Value for the affected Assets minus the Environmental Defect Value and the affected portion of the Assets previously retained by Seller shall be conveyed to Buyer. The consequence of (ii) shall be that upon achieving Buyer's written acknowledgement that the Environmental Defect has been cured to its reasonable satisfaction, the Allocated Value for such previously retained Asset shall be paid to Seller and the affected portion of the Assets shall be conveyed to Buyer. If no Environmental Defect is determined to exist, Buyer shall pay the Allocated Value attributable to the affected portion of the Assets to Seller, and Seller shall convey the previously retained portion of the Assets to Buyer. If the Environmental Defect Value or the cost to cure an Environmental Defect is determined to be greater than the Allocated Value of the affected portion of the Assets, Seller shall retain the affected portion of the Assets, and the Purchase Price shall be reduced by the Environmental Defect Value of such Environmental Defect as agreed by the Parties. (b) If Buyer and Seller have not agreed as to the validity of any asserted Environmental Defect, or if the Parties have not agreed on the Environmental Defect Value therefor, and if Seller shall not have elected to exclude the affected Assets from this sale pursuant to Section 4.03(b)(ii), then either Party shall have the right to elect to have the validity of the asserted Environmental Defect, and/or the Environmental Defect Value for such Environmental Defect, determined by an Independent Expert pursuant to Section 16.03. If the validity of any such asserted Environmental Defect or the amount of any such Environmental Defect Value is not determined by the Closing, the Asset affected by such disputed Environmental Defect shall be excluded from the Closing and the Purchase Price paid at the Closing shall be reduced by the Allocated Value of that Asset. Upon resolution of such dispute, the Allocated Value of that Asset less the Environmental Defect Value, if any, found to be attributable to such Environmental Defect shall, subject to this Section 4.04, be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is part portion of the mutually agreed settlement. Notwithstanding the foregoing, either Buyer or Seller shall have the right to exclude an Asset from the sale if the Environmental Defect Value exceeds the Allocated Value of the Asset(s) affected therebyAssets. (c) Notwithstanding anything to the contrary in this Agreement, (i) if the Environmental Defect Value for a given individual Environmental Defect does not exceed $50,000, then no adjustment to the Purchase Price shall be made for such Environmental Defect; (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefore and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excess.

Remedies for Environmental Defects. (a) If Subject to Seller’s continuing right to dispute the existence of an Environmental Defect and/or the Remediation Amount asserted with respect thereto, in the event that any Environmental Defect described in a notice delivered timely asserted by Buyer in accordance with Section 4.03 5.1 is not waived in writing by Buyer or cured by Seller on or before the Closing, Seller shall, at its sole option, elect to: (i) subject to the Individual Environmental Threshold and Seller has not elected to exclude the affected Assets from this sale or Buyer and Seller have not agreed for Seller to indemnify Buyer Aggregate Defect Deductible, reduce the Purchase Price by the Remediation Amount; (ii) assume responsibility for the Remediation of such Environmental Defect; or (iii) retain the Well, then Well Location or other portion of the Assets that is subject to such Environmental Defect and treat it as an Excluded Asset, in which case the Purchase Price shall be reduced by an amount equal to the Allocated Value of such Well, Well Location or other portion of the Assets. If the portion of the Assets affected by the Environmental Defect Value is a field facility that is not located on a Well or Well Location, then for purposes of this clause (iii), in making the election provided in this clause (iii) with regard to such Environmental Defect, Seller shall retain all of the Xxxxx or Well Locations that are or will be served by the affected facility. If Seller elects the option set forth in clause (i) above, Buyer shall be deemed to have assumed responsibility for Remediation of such Environmental Defect as agreed by the Parties. (b) If Buyer and Seller have not agreed as to the validity of any asserted Environmental Defect, or if the Parties have not agreed on the Environmental Defect Value therefor, and if Seller shall not have elected to exclude the affected Assets from this sale pursuant to Section 4.03(b)(ii), then either Party shall have the right to elect to have the validity of the asserted Environmental Defect, and/or the Environmental Defect Value for such Environmental Defect, determined by an Independent Expert pursuant to Section 16.03. If the validity of any such asserted Environmental Defect or the amount of any such Environmental Defect Value is not determined by the Closing, the Asset affected by such disputed Environmental Defect and all liabilities with respect thereto shall be excluded from deemed to constitute Assumed Obligations. If Seller elects the Closing and the Purchase Price paid at the Closing shall be reduced by the Allocated Value of that Asset. Upon resolution of such dispute, the Allocated Value of that Asset less the Environmental Defect Value, if any, found to be attributable to such Environmental Defect shall, subject to this Section 4.04, be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlement. Notwithstanding the foregoing, either Buyer or Seller shall have the right to exclude an Asset from the sale if the Environmental Defect Value exceeds the Allocated Value of the Asset(s) affected thereby. (c) Notwithstanding anything to the contrary option set forth in this Agreement, (i) if the Environmental Defect Value for a given individual Environmental Defect does not exceed $50,000, then no adjustment to the Purchase Price shall be made for such Environmental Defect; clause (ii) if above, Seller shall use reasonable efforts to implement such Remediation in a manner which is consistent with the aggregate adjustment requirements of Environmental Laws in a timely fashion for the type of Remediation that Seller elects to undertake and Buyer shall grant Seller access to the Purchase Price determined in accordance with this Agreement for Title Defects affected Property after the Closing Date to implement and Environmental Defects does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefore and (iii) if the aggregate adjustment complete such Remediation to the Purchase Price determined extent and as long as necessary to conduct and complete such Remediation. Seller will be deemed to have adequately completed the Remediation required in accordance the immediately preceding sentence (A) upon receipt of a certificate or approval from the applicable Governmental Authority that the Remediation has been implemented to the extent necessary to comply with this Agreement for Title Defects and Environmental Defects does exceed three percent existing regulatory requirements or (3%B) upon receipt of a certificate from a mutually agreeable licensed professional engineer that the Purchase Price prior Remediation has been implemented to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excessextent necessary to comply with existing regulatory requirements.

Remedies for Environmental Defects. (a) If Subject to Seller’s continuing right to dispute the existence of an Environmental Defect and/or the Environmental Defect Amount asserted with respect thereto and subject to the rights of the Parties pursuant to Section 3.14, if any Environmental Defect described asserted by Buyer in a notice an Environmental Defect Notice delivered in accordance with Section 4.03 before the Defect Claim Date is not waived by Buyer or cured on or before the ClosingCure Deadline, Seller shall, at Buyer’s sole option, elect to: (a) reduce the Base Purchase Price by the Environmental Defect Amount relating to such Environmental Defect as agreed upon by Seller and Seller has not elected Buyer or determined pursuant to exclude the affected Assets from this sale or Buyer and Seller have not agreed for Seller to Section 3.14; (b) indemnify Buyer for against all Claims resulting from such Environmental Defect pursuant to an indemnity agreement in a form reasonably agreeable to Seller and Buyer; (c) take reassignment of the entirety of the Environmental Defect, then Defect Property that is subject to such Environmental Defect in which event the Base Purchase Price shall be reduced by an amount equal to the Environmental Defect Allocated Value of such Assets; (d) provided that the Parties shall have agreed to the general plan of remediation with respect to such Environmental Defect as agreed and the schedule pursuant to which such remediation shall take place, cure such Environmental Defect after the Cure Deadline; (e) if such Environmental Defect can be cured by paying a fine or penalty, Seller may cure such Environmental Defect by electing to pay such fine or penalty, provided that doing so will not require or result in any admission of liability by Buyer or adverse impact on Buyer’s compliance history or regulatory status; or If Buyer elects the Parties. option set forth in clause (a) above, then Buyer shall be deemed to have assumed responsibility for all costs and expenses attributable to the remediation of the applicable Environmental Defect and all losses with respect thereto, and Buyer’s obligations with respect thereto shall be deemed to constitute Assumed Obligations. If Buyer elects the option set forth in clause (b) If Buyer and above, Seller have not agreed as to the validity of any asserted Environmental Defect, or if the Parties have not agreed on the Environmental Defect Value therefor, and if Seller shall not have elected to exclude the affected Assets from this sale pursuant to Section 4.03(b)(ii), then either Party shall have the right to elect to have assume responsibility for the validity remediation of such Environmental Defect following the asserted Environmental DefectCure Deadline. If Buyer elects the option set forth in clause (c) above, and/or the Environmental Defect Value for such Environmental Defect, determined by Property will be treated as an Independent Expert pursuant to Section 16.03. If the validity of any such asserted Environmental Defect or the amount of any such Environmental Defect Value is not determined by the Closing, the Excluded Asset affected by such disputed Environmental Defect shall be excluded from the Closing and the Purchase Price paid at the Closing shall be reduced by the Allocated Value of that Asset. Upon resolution of such dispute, the Allocated Value of that Asset less the Environmental Defect Value, if any, found to be attributable to such Environmental Defect shall, subject to this Section 4.04, be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is part as of the mutually agreed settlementEffective Time. Notwithstanding the foregoing, either Buyer or Seller shall have the right to exclude an Asset from the sale if the Environmental Defect Value Amount exceeds the Allocated Value of the Asset(s) affected thereby. (c) Notwithstanding anything to Environmental Defect Property related thereto, Seller may, in Seller’s sole discretion, take reassignment of the contrary in this Agreement, (i) if entirety of the Environmental Defect Value for a given individual Property that is subject to such Environmental Defect does not exceed $50,000, then no adjustment to in which event the Base Purchase Price shall be made for such Environmental Defect; (ii) if the aggregate adjustment reduced by an amount equal to the Purchase Price determined Allocated Value of such Assets. If Seller elects the option set forth in accordance with this Agreement for Title Defects and the foregoing sentence, the Environmental Defects does not exceed three percent (3%) Defect Property will be treated as an Excluded Asset as of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefore and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excessEffective Time.

Remedies for Environmental Defects. (a) If Subject to Seller’s continuing right to dispute the existence of an Environmental Defect and/or the Lowest Cost Response therefor pursuant to Section 4.11, Seller shall have the option, but not the obligation, to attempt to cure, or cause to be cured, any Environmental Defect described in a notice delivered in accordance with Section 4.03 prior to Closing. In the event that any Environmental Defect is not cured on or before Closing: (a) unless the Parties elect the remedy set forth in Section 5.04(b), subject to Section 5.05, the Purchase Price shall be reduced by an amount determined by the mutual agreement of the Parties to be the Lowest Cost Response to cure such Environmental Defect, in which event the Parties shall (subject to the other terms of this Agreement) proceed to Closing, each Environmental Defect Property shall be assigned to Buyer subject to such Environmental Defect and Buyer shall pay to Seller the Purchase Price as so adjusted (such adjustment being herein referred to as the “Environmental Defect Amount”); or (b) if the Parties mutually agree, the Environmental Defect Property shall be retained by Seller and the Purchase Price shall be reduced by an amount equal to the Allocated Value (or portion thereof allocable thereto) of each Environmental Defect Property, in which event such Environmental Defect Property shall become an Excluded Asset, the Parties shall (subject to the other terms of this Agreement) proceed to Closing, and Buyer shall pay to Seller has the Purchase Price as so adjusted; (c) unless the Parties elect the remedy set forth in Section 5.04(b), where the Parties do not elected mutually agree upon the existence of an Environmental Defect or the Lowest Cost Response required to exclude cure an Environmental Defect, subject to the affected Assets from this sale or dispute resolution procedures set forth in Section 4.11 and Section 5.04(e), the Parties shall proceed to Closing, in which event each Environmental Defect Property shall be assigned to Buyer and Seller have not agreed for Seller subject to indemnify Buyer for the Environmental Defect, and Buyer shall pay to Seller the Allocated Value of such Environmental Defect Property, subject to adjustment following Closing based upon the determination made in accordance with Section 4.11; (d) notwithstanding Section 5.04(b) and (c), if the Environmental Defect Amount with respect to any Environmental Defect is reasonably determined, by agreement of the Parties, to be in excess of the Allocated Value of the Environmental Defect Property affected by such Environmental Defect, then Buyer shall have the right, in its sole discretion, to exclude such Environmental Defect Property from this transaction. If Buyer elects to exclude an Environmental Defect Property pursuant to this Section 5.04(d), then the Purchase Price shall be reduced by an amount equal to the Allocated Value (or portion thereof allocable thereto) of such Environmental Defect Property, in which event such Environmental Defect Property shall become an Excluded Asset, and the Parties shall (subject to the other terms of this Agreement) proceed to Closing, and Buyer shall pay to Seller the Purchase Price as so adjusted; and (e) notwithstanding the other provisions of this Section 5.04, if Seller does not agree with Buyer’s determination that the Lowest Cost Response with respect to an Environmental Defect Property exceeds the value of such Property and the Parties have not otherwise agreed to exclude the Environmental Defect Property pursuant to Section 5.04(b), then (i) such Environmental Defect Property shall be excluded from the transaction (with the Purchase Price being reduced accordingly) pending a determination pursuant to Section 4.11 of the Environmental Defect Amount. If the Environmental Defect Amount is determined to be in excess of the Allocated Value of such Environmental Defect Property, then the Buyer shall have the option to exclude the Property as agreed by the Parties. (b) set forth in Section 5.04(d). If Buyer and Seller have not agreed as to the validity of any asserted Environmental Defect, or if the Parties have not agreed on the Environmental Defect Value therefor, and if Seller shall not have elected Amount is determined to exclude the affected Assets from this sale pursuant to Section 4.03(b)(ii), then either Party shall have the right to elect to have the validity of the asserted Environmental Defect, and/or the Environmental Defect Value for such Environmental Defect, determined by an Independent Expert pursuant to Section 16.03. If the validity of any such asserted Environmental Defect or the amount of any such Environmental Defect Value is not determined by the Closing, the Asset affected by such disputed Environmental Defect shall be excluded from the Closing and the Purchase Price paid at the Closing shall be reduced by less than the Allocated Value of that Asset. Upon resolution of such disputeEnvironmental Defect Property, the Allocated Value of that Asset less then, in a subsequent Closing, the Environmental Defect Value, if any, found to be attributable to such Environmental Defect shall, subject to this Section 4.04, be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlement. Notwithstanding the foregoing, either Buyer or Seller shall have the right to exclude an Asset from the sale if the Environmental Defect Value exceeds the Allocated Value of the Asset(s) affected thereby. (c) Notwithstanding anything to the contrary in this Agreement, (i) if the Environmental Defect Value for a given individual Environmental Defect does not exceed $50,000, then no adjustment to the Purchase Price Property shall be made for such Environmental Defect; (ii) if assigned to Buyer in the aggregate adjustment to the Purchase Price determined same manner set forth in accordance with this Agreement for Title Defects and Environmental Defects does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefore and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excessSection 5.04(a).

Remedies for Environmental Defects. (a) If Subject to the continuing right of Seller to dispute the existence of an asserted Environmental Defect and/or the asserted Environmental Defect Value and subject to the rights of the Parties under Section 13.01(f), if any Environmental Defect described in a notice delivered timely asserted by Buyer in accordance with Section 4.03 5.03 is not waived in writing by Buyer or cured on or before the Closing, and Seller has not elected shall, at its sole option, elect to: (i) subject to exclude Section 5.04(c), reduce the affected Assets from this sale or Buyer and Seller have not agreed for Seller to indemnify Buyer Purchase Price by the Environmental Defect Value for the Environmental Defect as determined in accordance with Section 5.02(c) or Article XVIII (which shall cause such alleged Environmental Defect to become an Assumed Obligation under Section 16.02); (ii) indemnify Buyer against all claims resulting from the Environmental Defect pursuant to an indemnity agreement (the “Environmental Indemnity Agreement”) in the form attached to this Agreement as Exhibit G; or (iii) retain the entirety of the Asset that is subject to such Environmental Defect, then together with all associated Assets, in which event the Purchase Price shall be reduced by an amount equal to the Environmental Defect Allocated Value of such Environmental Defect as agreed by the PartiesAsset and the associated Assets. (b) If at or before the Closing Buyer and Seller have not agreed as to on the validity of any asserted Environmental Defect, Defect or if the Parties have not agreed on the Environmental Defect Value therefor, attributable to the Environmental Defect and if Seller shall has not have elected to exclude indemnify the affected Buyer with respect to the Environmental Defect under Section 5.04(a)(ii) or to retain the Assets from this sale pursuant to associated with the Environmental Defect under Section 4.03(b)(ii5.04(a)(iii), then either Party Buyer or Seller shall have the right to elect to have the Dispute regarding the validity of the asserted Environmental Defect, and/or Defect or the Environmental Defect Value for such Environmental Defect, determined by an Independent Expert pursuant to Section 16.03in accordance with Article XVIII. If the validity of any such asserted Environmental Defect or the amount of any such Environmental Defect Value is not determined by the ClosingIn that event, the Asset affected by such disputed Environmental Defect shall be excluded from the Closing and the Purchase Price paid at the Closing shall not be reduced by virtue of the Allocated Value of that Asset. Upon disputed Environmental Defect or Environmental Defect Value, but on the final resolution of such dispute, the Allocated Value of that Asset less Dispute the Environmental Defect Value, if any, found to be attributable to such the Environmental Defect shall, subject to this Section 4.045.04(c), be paid refunded by Seller to Buyer to Seller and the Asset conveyed to Buyer, if that is part within five (5) Business Days of the mutually agreed settlement. Notwithstanding the foregoing, either Buyer or Seller shall have the right to exclude an Asset from the sale if the Environmental Defect Value exceeds the Allocated Value of the Asset(s) affected therebysuch resolution. (c) Notwithstanding anything to the contrary in this Agreement, Agreement (i) if the Environmental Defect Value for a given particular individual Environmental Defect does not exceed $50,000, then no adjustment to the Purchase Price shall be made for such the Environmental Defect; , (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects (exceeding $50,000) does not exceed three percent (3%) of the Unadjusted Purchase Price prior to any adjustments theretoother adjustments, then no adjustment of the Purchase Price shall be made therefore on account of Environmental Defects, and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects (exceeding $50,000) does exceed three percent (3%) of the Unadjusted Purchase Price prior to any adjustments theretoother adjustments, then the Purchase Price shall only be adjusted only by the amount of such the excess.

Remedies for Environmental Defects. Subject to Sections 7.5 and 7.6, the following shall be Buyer’s sole and exclusive remedy with respect to alleged Environmental Defects: (a) If any Upon the receipt of an Environmental Defect described in a notice delivered in accordance with Section 4.03 Notice from Buyer asserting an alleged Environmental Defect, Seller shall have the option, but not the obligation, to attempt to cure such Environmental Defect at any time prior to the Closing. (b) With respect to any Material Environmental Defect (as defined below) that is not reasonably cured on or before the Closing, and Seller has the Environmental Defect Value for such Asset exceeds the Allocated Value for such Asset, either Party may have the option, but not elected the obligation, to exclude the affected Asset from the Assets from this sale or Buyer delivered at Closing and Seller have not agreed for Seller to indemnify Buyer for the Environmental Defect, then the Purchase Price shall be reduced by the Allocated Value of such affected Asset. (c) With respect to each alleged Environmental Defect that is not reasonably cured on or before the Closing and has not been excluded from the transaction pursuant to Section 7.4(b), an amount equal to the Environmental Defect Value of such Environmental Defect as agreed upon in writing by Buyer and Seller acting reasonably shall be the Partiesbasis for an adjustment to the Purchase Price. (bd) If Buyer and Seller have not agreed as to (i) on or before Closing upon the validity of any asserted Environmental Defect, or if the Parties parties have not agreed on the Environmental Defect Value therefor, and if Seller shall not have elected to exclude the affected Assets from this sale pursuant to Section 4.03(b)(ii)therefor or (ii) upon whether an alleged Environmental Defect has been reasonably cured, then either Party party by written notice to the other party, delivered before or after Closing, shall have the right to elect to have the validity of the asserted Environmental Defect, and/or the Environmental Defect Value for such Environmental Defect, or the sufficiency of Seller’s cure determined by an Independent Expert pursuant to Section 16.038. If the validity of In no event shall any such asserted Environmental Defect or the amount of any such Environmental Defect Value is not determined by the Closing, the Asset affected by such disputed Environmental Defect shall adjustment be excluded from the Closing and the Purchase Price paid at the Closing shall be reduced by the Allocated Value of that Asset. Upon resolution of such dispute, the Allocated Value of that Asset less the Environmental Defect Value, if any, found to be attributable to such Environmental Defect shall, subject to this Section 4.04, be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlement. Notwithstanding the foregoing, either Buyer or Seller shall have the right to exclude an Asset from the sale if the Environmental Defect Value exceeds the Allocated Value of the Asset(s) affected thereby. (c) Notwithstanding anything to the contrary in this Agreement, (i) if the Environmental Defect Value for a given individual Environmental Defect does not exceed $50,000, then no adjustment made to the Purchase Price with respect to a Material Environmental Defect that is the subject of a dispute pending before the Independent Expert until such dispute is finally resolved as provided in Section 8 hereof. To the extent the Independent Expert is determining the validity of an Environmental Defect, Seller shall be made for have ninety (90) days from the date the Independent Expert determines that an Environmental Defect exists to cure such Environmental Defect; (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefore and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excess.

Remedies for Environmental Defects. (a) Seller shall have the option, but not the obligation, to attempt to cure any Environmental Defect. If any Environmental Defect described in a notice delivered in accordance with Section 4.03 is not cured on or before the Closing, Seller may, at its sole election: (a) indemnify Buyer against all liability, loss, cost and expense resulting from such Environmental Defect, in which event the Parties shall proceed to Closing and the Interests that are subject to such Environmental Defect shall be conveyed by Seller to Buyer subject to such Environmental Defect, with no payment or settlement at the Closing as a result of such Environmental Defect and no reduction or adjustment to the Purchase Price; (b) credit Buyer pursuant to Section 2.03(b)(3), and subject to Section 5.06, with an amount equal to the Lowest Cost Response to cure such Environmental Defect agreed upon by Seller and Buyer (which agreement Buyer and Seller shall use good faith efforts to reach), in which event the Parties shall proceed to Closing and the Interests that are subject to such Environmental Defect shall be conveyed by Seller to Buyer subject to such Environmental Defect and Buyer shall pay to Seller the Purchase Price as so adjusted (such adjustment being herein referred to as the “Environmental Defect Amount”); or (c) retain the Interest(s) subject to such Environmental Defect and reduce the Purchase Price by an amount equal to the Allocated Value (or portion thereof allocable thereto) of such Interest(s), in which event the Parties shall proceed to Closing and the Interest(s) that are subject to such Environmental Defect shall be retained by Seller and Buyer shall pay to Seller the Purchase Price as so adjusted. If Seller has not elected pursuant to exclude clause (b) above to reduce the affected Assets from this sale or Purchase Price by an agreed amount for the Lowest Cost Response to cure to such Environmental Defect, but Buyer and Seller have not agreed for Seller failed to indemnify Buyer for the Environmental Defect, then the Purchase Price shall be reduced by the Environmental Defect Value of agree on such Environmental Defect as agreed Amount by the Parties. (b) If Buyer and Seller have not agreed as to the validity of any asserted Environmental Defectthen scheduled Closing Date, or if the Parties have not agreed on the Environmental Defect Value therefor, and if then Seller shall not have elected to exclude the affected Assets from this sale pursuant to Section 4.03(b)(ii), then either Party shall have the right to elect to have the validity of the asserted Environmental Defect, and/or the Environmental Defect Value for such Environmental Defect, determined by an Independent Expert pursuant to Section 16.03. If the validity of any such asserted Environmental Defect or the amount of any such Environmental Defect Value is not determined by the Closing, the Asset affected by such disputed Environmental Defect shall be excluded from the Closing and the Purchase Price paid at the Closing shall be reduced by the Allocated Value of that Asset. Upon resolution of such dispute, the Allocated Value of that Asset less the Environmental Defect Value, if any, found to be attributable proceed with respect to such Environmental Defect shall, subject to this Section 4.04, be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlement. Notwithstanding the foregoing, either Buyer under clause (a) or Seller shall have the right to exclude an Asset from the sale if the Environmental Defect Value exceeds the Allocated Value of the Asset(s) affected thereby. (c) Notwithstanding anything to the contrary in this Agreement, (i) if the Environmental Defect Value for a given individual Environmental Defect does not exceed $50,000, then no adjustment to the Purchase Price shall be made for such Environmental Defect; (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefore and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excessabove.

Remedies for Environmental Defects. (ai) If In the event that any Pre-Closing Environmental Defect described in a notice delivered timely asserted by BG in accordance with Section 4.03 12.1(a) is not waived in writing by BG or cured on or before Closing, then, subject to EXCO’s right to dispute the existence of a Environmental Defect and/or the Remediation Amount asserted with respect thereto, the Parties shall mutually elect to: (A) subject to the Individual Environmental Threshold and the Environmental Deductible, reduce the Closing Cash Consideration by the Remediation Amount; (B) to the extent attributable to the Subject Interests, have EXCO assume responsibility for the Remediation of such Environmental Defect and indemnify and hold harmless the BG Indemnified Parties from and against all Liabilities associated with such Environmental Defect and Remediation by an indemnity in form and substance satisfactory to BG; (C) have the entirety of the Asset, or, at the option of BG, that portion of such Asset pertaining to the Shallow Rights, that is subject to such Environmental Defect, together with all associated Assets, distributed to, and retained by EXCO in which event the Closing Cash Consideration shall be reduced by an amount equal to the Allocated Value of the affected Subject Interest and the Carried Cost Obligation shall be reduced by an amount equal to the Allocated Carry for the affected Subject Interest; or (D) to the extent attributable to the Subject Interests, have EXCO indemnify and hold harmless the BG Indemnified Parties from and against all Liabilities associated with such Environmental Defect by an indemnity in form and substance reasonably satisfactory to BG. In the event the Parties do not agree in writing by Closing on an election of alternative (A), (B), (C) or (D) above with respect to any Pre-Closing Environmental Defect, they shall be deemed to have elected alternative (A), provided that if the existence of the Pre-Closing Environmental Defect or the Remediation Amount is disputed, no reduction shall be made in the Closing Cash Consideration pursuant to Section 3.3(b)(v) at Closing and instead such adjustment, if any, shall be made as part of the final settlement pursuant to Section 3.6, or if not yet then resolved, thereafter. If the Parties elect the option set forth in clause (A) above, then from and after the Closing, BG and its Affiliates (other than Midstream LLC and Operator) shall be responsible and pay for 50% of the costs and expenses attributable to the Remediation of the applicable Pre-Closing Environmental Defect (net to the interest of the EXCO Subs in the underlying properties prior to the Closing) and 50% of all Liabilities (net to the interest of the EXCO Subs in the underlying properties prior to the Closing) with respect thereto. If the Parties elect the option set forth in clause (B) above, EXCO shall implement such Remediation in a manner which is consistent with the requirements of Environmental Laws in a timely fashion for the type of Remediation that EXCO elects to undertake. EXCO will be deemed to have adequately completed the Remediation required in the immediately preceding sentence (1) upon receipt of a certificate or approval from the applicable Governmental Authority that the Remediation has been implemented to the extent necessary to comply with existing regulatory requirements or (2) upon receipt of a certificate from a licensed professional engineer reasonably acceptable to BG that the Remediation has been implemented to the extent necessary to comply with existing regulatory requirements. (ii) With respect to any Post-Closing Environmental Defect that has not been waived in writing by BG, or cured on or before the Closing, and Seller has not elected to exclude the affected Assets from this sale or Buyer and Seller have not agreed for Seller to indemnify Buyer for the Environmental Defect, then the Purchase Price shall be reduced by the Post-Closing Environmental Defect Value Remedy Date, subject to EXCO’s right to dispute the existence of such Environmental Defect as agreed by and/or the Parties.Remediation Amount asserted with respect thereto and subject to the Individual Environmental Defect Threshold and the Environmental Deductible, the Parties shall mutually elect to: (bA) If Buyer and Seller have not agreed as subject to the validity Individual Environmental Defect Threshold and the Environmental Deductible, make a payment from EXCO to BG in an amount equal to the Remediation Amount of any asserted such Environmental Defect, or if the Parties have not agreed on the Environmental Defect Value therefor, and if Seller shall not have elected to exclude the affected Assets from this sale pursuant to Section 4.03(b)(ii), then either Party shall ; (B) have the right applicable Newco reassign to elect to have EXCO, with special warranty of title against claims by, through or under BG, but not otherwise, the validity Subject Interests, or, at the option of BG, that portion of the asserted Environmental DefectSubject Interests pertaining to the Shallow Rights, and/or the Environmental Defect Value for that are subject to such Environmental Defect, determined by an Independent Expert pursuant and the Operator reassign to Section 16.03. If the validity EXCO, with special warranty of any such asserted Environmental Defect title against claims by, through or the amount of any such Environmental Defect Value is under Operator, but not determined by the Closingotherwise, the Asset affected by such disputed Environmental Defect shall be excluded from the Closing and the Purchase Price paid Assets, or, at the Closing shall be reduced by option of BG, that portion of the Allocated Value of Assets pertaining to the Shallow Rights, that Asset. Upon resolution of such dispute, the Allocated Value of that Asset less the Environmental Defect Value, if any, found to be attributable are subject to such Environmental Defect shallDefect, subject in each case, together with all associated Assets, and, concurrently therewith, EXCO shall pay to this Section 4.04, be paid by Buyer BG an amount equal to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlement. Notwithstanding the foregoing, either Buyer or Seller shall have the right to exclude an Asset from the sale if the Environmental Defect Value exceeds the Allocated Value of the Asset(s) affected thereby.applicable Subject Interests, the Carried Cost Obligation shall be reduced by an amount equal to the Allocated Carry for the applicable Subject Interests and such property and assets shall become Excluded Assets hereunder; or (cC) Notwithstanding anything have EXCO indemnify BG with respect to such Environmental Defect by an indemnity in form and substance satisfactory to BG. In the contrary event that the Parties do not agree in this Agreementwriting by the Post-Closing Environmental Defect Remedy Date on an election of alternative (A), (iB) if the Environmental Defect Value for a given individual Environmental Defect does not exceed $50,000, then no adjustment to the Purchase Price shall be made for such Environmental Defect; (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefore and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excess.or

Remedies for Environmental Defects. (a) If If, as of the Closing Date, the Assets are affected by an uncured or otherwise unresolved Environmental Defect noticed pursuant to the provisions of Section 4.11, the affected portion of the Assets shall not be sold, transferred or conveyed to Buyer at Closing, and the Purchase Price shall, subject to the terms of Section 4.14, be decreased by the Allocated Value of the portion of the Assets so affected. Thereafter, Buyer and St. Xxxx shall act reasonably and in good faith either (i) to agree (y) as to the manner of cure for such Environmental Defect or (z) the value of such Environmental Defect and adjust the Final Settlement Statement in the amount thereof net of any Purchase Price adjustment made at Closing, in which event the affected portion of the Assets shall be conveyed to Buyer; provided that if option (y) is agreed to, no assignment of the affected portion of the Assets shall be made as between Seller and Buyer until such agreed cure is accomplished to Buyer's reasonable satisfaction whereupon the Allocated Value previously deducted from the Purchase Price shall be paid to Seller, or (ii) with respect to any Environmental Defect described in a notice delivered in accordance with Section 4.03 is not cured on or before as to which the Closing, and Seller has not elected Parties are unable to exclude agree within 30 days of Closing as to the affected Assets from this sale or Buyer and Seller have not agreed for Seller to indemnify Buyer for validity of the Environmental Defect, then the Environmental Defect Value, or the manner of correction, submit such matter to be determined by an Independent Expert pursuant to Section 4.13. (b) With respect to any Asset which is not sold, transferred or conveyed to Buyer at the Closing pursuant to the terms of Section 4.12(a), after the Closing and at such time as any Environmental Defect Value or the manner of correction for an Environmental Defect is determined and, in either event, the amount thereof is determined to be less than the Allocated Value for the affected portion of the Assets, Seller shall have the right (i) in the case of an Environmental Defect Value determination, to have the Purchase Price reduced by only the Environmental Defect Value as so determined or (ii) in the case of the cure determination, to elect to cure the Environmental Defect to Buyer's reasonable satisfaction. The consequence of (i) shall be that Buyer will pay to Seller an amount equal to the Allocated Value for the affected Assets minus the Environmental Defect Value and the affected portion of the Assets previously retained by Seller shall be conveyed to Buyer. The consequence of (ii) shall be that upon achieving Buyer's written acknowledgement that the Environmental Defect has been cured to its reasonable satisfaction, the Allocated Value for such previously retained Asset shall be paid to Seller and the affected portion of the Assets shall be conveyed to Buyer. If no Environmental Defect is determined to exist, Buyer shall pay the Allocated Value attributable to the affected portion of the Assets to Seller, and Seller shall convey the previously retained portion of the Assets to Buyer. If the Environmental Defect Value or the cost to cure an Environmental Defect is determined to be greater than the Allocated Value of the affected portion of the Assets, Seller shall retain the affected portion of the Assets, and the Purchase Price shall be reduced by the Environmental Defect Value of such Environmental Defect as agreed by the Parties. (b) If Buyer and Seller have not agreed as to the validity of any asserted Environmental Defect, or if the Parties have not agreed on the Environmental Defect Value therefor, and if Seller shall not have elected to exclude the affected Assets from this sale pursuant to Section 4.03(b)(ii), then either Party shall have the right to elect to have the validity of the asserted Environmental Defect, and/or the Environmental Defect Value for such Environmental Defect, determined by an Independent Expert pursuant to Section 16.03. If the validity of any such asserted Environmental Defect or the amount of any such Environmental Defect Value is not determined by the Closing, the Asset affected by such disputed Environmental Defect shall be excluded from the Closing and the Purchase Price paid at the Closing shall be reduced by the Allocated Value of that Asset. Upon resolution of such dispute, the Allocated Value of that Asset less the Environmental Defect Value, if any, found to be attributable to such Environmental Defect shall, subject to this Section 4.04, be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is part portion of the mutually agreed settlement. Notwithstanding the foregoing, either Buyer or Seller shall have the right to exclude an Asset from the sale if the Environmental Defect Value exceeds the Allocated Value of the Asset(s) affected therebyAssets. (c) Notwithstanding anything to the contrary in this Agreement, (i) if the Environmental Defect Value for a given individual Environmental Defect does not exceed $50,000, then no adjustment to the Purchase Price shall be made for such Environmental Defect; (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefore and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excess.

Remedies for Environmental Defects. (a) Upon the receipt of such effective notice from Buyer, Sellers and Buyer shall attempt for a period of five (5) Business Days after the Environmental Defect Notice to mutually agree on a resolution. If the Parties do not reach such resolution, Sellers may, at their sole option (i) attempt to cure such Environmental Defect at any time prior to the Closing; or (ii) exclude the affected Asset from the sale and reduce the Purchase Price by the allocated value of such affected Asset. (b) If any Environmental Defect described in a notice delivered in accordance with Section 4.03 is not cured on or before the Closing, and Seller has not elected to exclude the affected Assets from this sale or Buyer and Seller have not agreed for Seller to indemnify Buyer for the Environmental Defect, then the Purchase Price shall be reduced by the Environmental Defect Value of such Environmental Defect as agreed by the Parties. (bc) If on or before Closing Buyer and Seller Sellers have not agreed as to the validity of any asserted Environmental Defect, or if the Parties have not agreed on the Environmental Defect Value therefor, and if Seller shall not have elected to exclude the affected Assets from this sale pursuant to Section 4.03(b)(ii), then either Party shall have the right to elect to have the validity of the asserted Environmental Defect, and/or the Environmental Defect Value for such Environmental Defect, determined by an Independent Expert pursuant to Section 16.03. If the validity of any such asserted Environmental Defect or the amount of any such Environmental Defect Value is not determined by the Closing, the Asset affected by such disputed Environmental Defect shall be excluded from the Closing and the Purchase Price paid at the Closing shall be reduced by the Allocated Value of value allocated to that Asset. Upon resolution of such dispute, the Allocated Value of that Asset less the Environmental Defect Value, if any, found to be attributable to such Environmental Defect shall, subject to this Section 4.04, be paid by Sellers to Buyer to Seller and the Asset conveyed to the Buyer, if that is part of the mutually agreed settlement. Notwithstanding the foregoing, either Buyer or Seller the Sellers shall have the unilateral right to exclude an the affected Asset from the sale if the Environmental Defect Value exceeds the Allocated Value of the Asset(s) affected therebysale. (cd) Notwithstanding anything to the contrary in this Agreement, (i) if the Environmental Defect Value for a given individual Environmental Defect does not exceed $50,000250,000, then no adjustment to the Purchase Price shall be made for such Environmental Defect; (ii) however, if the aggregate adjustment to value of an Environmental Defect, exceeds $250,000 then the Purchase Price determined in accordance with this Agreement for Title Defects total value of such Environmental Defect may be asserted and Environmental Defects does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefore and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excessreduced accordingly.

Remedies for Environmental Defects. (ai) If any With respect to each Environmental Defect described in a notice delivered in accordance with Section 4.03 is 11.2(b)(i) that (A) Seller does not cured cure on or before the Closing, Closing and Seller (B) affects an Asset which Buyer has not elected to exclude from the affected Assets from sale pursuant to Section 11.2(b)(iii), except as otherwise provided in this sale or Buyer and Seller have not agreed for Seller to indemnify Buyer for Section 11.2(c), the Environmental Defect, then the Base Purchase Price shall be reduced by the Environmental Defect Allocated Value of such Environmental Defect as agreed by the Partiesaffected Asset. (bii) If Buyer and Seller have not agreed as to the (A) validity of any asserted Environmental Defect, or if the Parties have not agreed on (B) the Environmental Defect Value thereforattributable thereto, and if Seller shall not have elected to exclude or (C) the affected Assets from this sale pursuant to Section 4.03(b)(ii)adequacy of the cure, then either on or before three (3) Business Days prior to the Scheduled Closing Date any Party shall have the right to elect to have (1) the validity of the asserted Environmental Defect, and/or (2) the Environmental Defect Value for such Environmental Defect, or (3) the adequacy of the cure, determined by an Independent Expert pursuant to Section 16.0311.3. If the validity of any such asserted Environmental Defect or the amount of any such Environmental Defect Value is not determined by the Closing, the Asset affected by such disputed Environmental Defect shall be excluded from the Closing sale and the Base Purchase Price paid at the Closing shall be reduced by the Allocated Value of that Asset. Upon resolution of such dispute, the Allocated Value of that Asset less the Environmental Defect Value, if any, found to be attributable to such Environmental Defect shall, subject to this Section 4.0411.2, be paid by Buyer to shall, or shall cause the Purchased Company to, pay Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlement. Notwithstanding the foregoing, either Buyer or Seller shall have the right to exclude an Asset from the sale if the Environmental Defect Value exceeds the Allocated Value of the Asset(s) affected therebyAsset less the determined Environmental Defect Value, and Seller shall simultaneously convey the affected Asset to a Person designated by Buyer. (ciii) Notwithstanding anything to the contrary in this Agreement, (iA) if in no event shall there be any adjustments to the Base Purchase Price or other remedies under this Agreement for any individual Environmental Defect the Environmental Defect Value for a given individual Environmental Defect of which does not exceed $50,000the Environmental Defect Threshold, then no adjustment to the Purchase Price shall be made for such Environmental Defect; (iiB) if the aggregate adjustment to the Base Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects Defect Values that exceed the Environmental Defect Threshold does not exceed three percent (3%) of the Purchase Price Defect Deductible prior to any adjustments thereto, then no adjustment of the Base Purchase Price shall be made therefore therefor, and (iiiC) if the aggregate adjustment to the Base Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects Defect Values does exceed three percent (3%) of the Purchase Price Defect Deductible prior to any adjustments thereto, then the Base Purchase Price shall only be adjusted by the amount in excess of such excessDefect Deductible. (iv) In the event that any Asset is excluded pursuant to Sections 11.2(b)(iii)(B), 11.2(b)(iv) or 11.2(c)(ii), the Purchased Company shall convey such affected Asset (together with a pro rata share of all incidental rights, oil, gas and other Hydrocarbons and other assets attributable or appurtenant thereto) free and clear of any warranty, claims or recourse against the Purchased Company and subject to the indemnity provisions of this Agreement with respect to such affected Asset to a Person designated by Seller pursuant to an Assignment and Bxxx of Sale at Closing and the Base Purchase Price will be reduced by Allocated Value of such affected Asset. (v) In the event that the Environmental Defect gives rise to the exclusion of all or part of any Asset from this Agreement as a result of that Environmental Defect and (A) such affected Asset was conveyed to Seller or its designee pursuant to Section 11.2(c)(iv), (B) there has been a reduction in the Base Purchase Price, (C) the Environmental Defect is cured by Seller after the Closing (provided Seller shall have no obligation to attempt to cure Environmental Defect), and (D) Seller delivers to Buyer pertinent information reasonably necessary to document the curative action and its sufficiency, within one hundred twenty (120) days after the Closing Date if not disputed, or immediately after the Independent Expert’s determination under Section 11.3 (“Environmental Cure Date”), then Seller shall have the option to put the excluded Asset to the Purchased Company, such put option shall be exercised by Seller delivering written notice no later than ten (10) Business Days following such Environmental Cure Date to Buyer of Seller’s election to put the excluded Asset to the Purchased Company, and, in exchange for a Cure Assignment effectuating the transfer of the excluded Asset to the Purchased Company, Buyer shall, or shall cause the Purchased Company to, promptly pay to Seller an amount equal to the amount deducted from the Base Purchase Price (or as agreed or resolved in the event of a dispute), adjusted as provided in Section 2.4, with respect to such Asset. Any dispute regarding matters arising under this Section 11.2(c)(iv) shall be resolved exclusively by using the dispute resolution procedures specified in Section 11.3.

Remedies for Environmental Defects. (a) If Subject to Seller’s continuing right to dispute the existence of an Environmental Defect and/or the Lowest Cost Response therefor pursuant to Section 4.11, Seller shall have the option, but not the obligation, to attempt to cure, or cause to be cured, any Environmental Defect described in a notice delivered in accordance with Section 4.03 prior to Closing. In the event that any Environmental Defect is not cured on or before Closing: (a) unless the Parties elect the remedy set forth in Section 5.04(b), subject to Section 5.05, the Purchase Price shall be reduced by an amount determined by the mutual agreement of the Parties to be the Lowest Cost Response to cure such Environmental Defect, in which event the Parties shall (subject to the other terms of this Agreement) proceed to Closing, each Environmental Defect Property shall be assigned to Buyer subject to such Environmental Defect and Buyer shall pay to Seller the Purchase Price as so adjusted (such adjustment being herein referred to as the “Environmental Defect Amount”); or (b) if the Parties mutually agree, the Environmental Defect Property shall be retained by Seller and the Purchase Price shall be reduced by an amount equal to the Allocated Value (or portion thereof allocable thereto) of each Environmental Defect Property, in which event such Environmental Defect Property shall become an Excluded Asset, the Parties shall (subject to the other terms of this Agreement) proceed to Closing, and Buyer shall pay to Seller has the Purchase Price as so adjusted; (c) unless the Parties elect the remedy set forth in Section 5.04(b), where the Parties do not elected mutually agree upon the existence of an Environmental Defect or the Lowest Cost Response required to exclude cure an Environmental Defect, subject to the affected Assets from this sale or dispute resolution procedures set forth in Section 4.11 and Section 5.04(e), the Parties shall proceed to Closing, in which event each Environmental Defect Property shall be assigned to Buyer and Seller have not agreed for Seller subject to indemnify Buyer for the Environmental Defect, and Buyer shall pay to Seller the Allocated Value of such Environmental Defect Property, subject to adjustment following Closing based upon the determination made in accordance with Section 4.11; (d) notwithstanding Section 5.04(b) and (c), if the Environmental Defect Amount with respect to any Environmental Defect is reasonably determined, by agreement of the Parties, to be in excess of the Allocated Value of the Environmental Defect Property affected by such Environmental Defect, then Buyer shall have the right, in its sole discretion, to exclude such Environmental Defect Property from this transaction. If Buyer elects to exclude an Environmental Defect Property pursuant to this Section 5.04(d), then the Purchase Price shall be reduced by an amount equal to the Allocated Value (or portion thereof allocable thereto) of such Environmental Defect Property, in which event such Environmental Defect Property shall become an Excluded Asset, and the Parties shall (subject to the other terms of this Agreement) proceed to Closing, and Buyer shall pay to Seller the Purchase Price as so adjusted; and (e) notwithstanding the other provisions of this Section 5.04, if Seller does not agree with Xxxxx’s determination that the Lowest Cost Response with respect to an Environmental Defect Property exceeds the value of such Property and the Parties have not otherwise agreed to exclude the Environmental Defect Property pursuant to Section 5.04(b), then (i) such Environmental Defect Property shall be excluded from the transaction (with the Purchase Price being reduced accordingly) pending a determination pursuant to Section 4.11 of the Environmental Defect Amount. If the Environmental Defect Amount is determined to be in excess of the Allocated Value of such Environmental Defect Property, then the Buyer shall have the option to exclude the Property as agreed by the Parties. (b) set forth in Section 5.04(d). If Buyer and Seller have not agreed as to the validity of any asserted Environmental Defect, or if the Parties have not agreed on the Environmental Defect Value therefor, and if Seller shall not have elected Amount is determined to exclude the affected Assets from this sale pursuant to Section 4.03(b)(ii), then either Party shall have the right to elect to have the validity of the asserted Environmental Defect, and/or the Environmental Defect Value for such Environmental Defect, determined by an Independent Expert pursuant to Section 16.03. If the validity of any such asserted Environmental Defect or the amount of any such Environmental Defect Value is not determined by the Closing, the Asset affected by such disputed Environmental Defect shall be excluded from the Closing and the Purchase Price paid at the Closing shall be reduced by less than the Allocated Value of that Asset. Upon resolution of such disputeEnvironmental Defect Property, the Allocated Value of that Asset less then, in a subsequent Closing, the Environmental Defect Value, if any, found to be attributable to such Environmental Defect shall, subject to this Section 4.04, be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlement. Notwithstanding the foregoing, either Buyer or Seller shall have the right to exclude an Asset from the sale if the Environmental Defect Value exceeds the Allocated Value of the Asset(s) affected thereby. (c) Notwithstanding anything to the contrary in this Agreement, (i) if the Environmental Defect Value for a given individual Environmental Defect does not exceed $50,000, then no adjustment to the Purchase Price Property shall be made for such Environmental Defect; (ii) if assigned to Buyer in the aggregate adjustment to the Purchase Price determined same manner set forth in accordance with this Agreement for Title Defects and Environmental Defects does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefore and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excessSection 5.04(a).

Remedies for Environmental Defects. (a) If Subject to the Seller’s Representative’s right to dispute the existence of an Environmental Defect and/or the Remediation Amount asserted with respect thereto prior to the Closing Date, and subject to the rights of the Parties pursuant to Section 7.1(f), in the event that any Environmental Defect described in a notice delivered timely asserted by Buyer in accordance with Section 4.03 14.1(a) is not waived in writing by Buyer or cured on or before Closing, then, subject to the Individual Environmental Defect Threshold and the Environmental Defect Deductible, Buyer shall, at its sole option, elect to: (i) reduce the Purchase Price by the Remediation Amount, which reduction, for purposes of allocation and distribution of the Purchase Price among Sellers, shall be applied against the affected individual Seller’s interest if less than all Sellers are affected by such Environmental Defect; (ii) cause the applicable Sellers to assume responsibility for the Remediation of such Environmental Defect and complete the Remediation with respect to the affected Assets to Buyer’s reasonable satisfaction before the end of the Cure Period; or (iii) solely in instances in which the Remediation Amount exceeds 50% of the Allocated Value of the Environmental Defect Property, cause the applicable Sellers to retain their respective interests in the entirety of such Environmental Defect Property and all associated Assets, in which event the Purchase Price shall be reduced by an amount equal to the Allocated Value of such Environmental Defect Property, which reduction, for purposes of allocation and distribution of the Purchase Price among Sellers, shall be applied against the affected individual Seller’s interest if less than all Sellers are affected by such Environmental Defect, and such Environmental Defect Property and associated Assets will constitute “Excluded Assets” for all purposes of this Agreement. If Buyer elects the option set forth in clause (i) above, Buyer shall be deemed to have assumed responsibility for all of the costs and expenses attributable to the Remediation of the Environmental Condition attributable to such Environmental Defect and such responsibility of Buyer shall be deemed to constitute part of the Assumed Obligations hereunder. If Buyer elects the option set forth in clause (ii) above, the affected Sellers shall use reasonable efforts to implement such Remediation in a manner which is consistent with the requirements of Environmental Laws in a timely fashion for the type of Remediation that Seller’s Representative and Buyer agree that Sellers will undertake and Buyer, effective as of the Closing, grants to Seller’s Representative, access to the to conduct such Remediation. Notwithstanding anything in this Agreement to the contrary, in those instances in which Buyer’s request to conduct invasive investigations of certain Assets made under Section 12.1(c) is denied by Seller’s Representative and Seller has not elected Buyer elects to exclude withdraw the affected Assets from the purchase and sale under this sale or Buyer Agreement and Seller have not agreed for Seller such Assets as a consequence are deemed Excluded Assets pursuant to indemnify Buyer for the Environmental DefectSection 12.1(c), then the Purchase Price shall be reduced by the Environmental Defect Value aggregate amount of the Allocated Values of such Environmental Defect as agreed by Assets (which, for the Parties. (b) If Buyer and Seller have not agreed as to the validity avoidance of any asserted Environmental Defectdoubt, or if the Parties have not agreed on the Environmental Defect Value therefor, and if Seller shall not have elected to exclude only impact the affected Assets from this sale Seller(s)) pursuant to Section 4.03(b)(ii), then either Party 3.3(b)(iv) and such Sellers shall have the right no option to elect pursue any other remedy with respect to have the validity of the asserted Environmental Defect, and/or the Environmental Defect Value for such Environmental Defect, determined by an Independent Expert pursuant to Section 16.03. If the validity of any such asserted Environmental Defect or the amount of any such Environmental Defect Value is not determined by the Closing, the Asset affected by such disputed Environmental Defect shall be excluded from the Closing and the Purchase Price paid at the Closing shall be reduced by the Allocated Value of that Asset. Upon resolution of such dispute, the Allocated Value of that Asset less the Environmental Defect Value, if any, found to be attributable to such Environmental Defect shall, subject to this Section 4.04, be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlement. Notwithstanding the foregoing, either Buyer or Seller shall have the right to exclude an Asset from the sale if the Environmental Defect Value exceeds the Allocated Value of the Asset(s) affected therebysame. (c) Notwithstanding anything to the contrary in this Agreement, (i) if the Environmental Defect Value for a given individual Environmental Defect does not exceed $50,000, then no adjustment to the Purchase Price shall be made for such Environmental Defect; (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefore and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excess.

Remedies for Environmental Defects. (a) If Subject to the Parties’ continuing right to dispute the existence of an Environmental Defect, the Environmental Defect Amount asserted with respect thereto, and/or the effect of Seller’s remediation with respect to any Environmental Defect described in a notice pursuant to Section 3.19 and subject to the rights of each Party pursuant to Section 10.1(d), if any Environmental Defect asserted by Buyer pursuant to an Environmental Defect Notice delivered in accordance with Section 4.03 before the Defect Claim Date is not waived by Buyer or cured on or before the Closing, Seller shall, at its sole option, elect to: (a) subject to the Individual Environmental Defect Threshold and Aggregate Defect Deductible, reduce the Base Purchase Price by the amount of the Environmental Defect Amount relating to such Environmental Defect as agreed upon by Seller has not elected and Buyer or determined pursuant to exclude the affected Assets from this sale or Section 3.19; (b) if Buyer and Seller have not agreed for Seller to agrees in writing, indemnify Buyer for against all Claims resulting from such Environmental Defect pursuant to an indemnity agreement in a form reasonably agreeable to Seller and Buyer; (c) if Buyer agrees in writing, retain the entirety of the Asset that is subject to such Environmental Defect, then together with all associated Assets, in which event the Base Purchase Price shall be reduced by an amount equal to the Allocated Value of such Assets; (d) provided that the Parties shall have agreed to the general plan of remediation with respect to such Environmental Defect Value and the time period by which such remediation shall take place, cure such Environmental Defect after Closing; or (e) if such Environmental Defect can be completely cured by paying a fine or penalty, pay such fine or penalty at or before Closing (and there shall be no adjustment to the Base Purchase Price therefor). If Seller elects the option set forth in clause (a) above, then Buyer shall be deemed to have assumed responsibility for all costs and expenses attributable to the remediation of the applicable Environmental Defect and all losses with respect thereto, and Buyer’s obligations with respect thereto shall be deemed to constitute Assumed Liabilities. If Seller elects the option set forth in clause (c) above, Seller shall be deemed to have assumed responsibility for the remediation of such Environmental Defect as agreed by the Parties. (b) If Buyer following Closing and Seller have not agreed as to the validity of any asserted Environmental Defect, or if the Parties have not agreed on the Environmental Defect Value thereforall losses with respect thereto, and if the Assets retained by Seller shall not have elected to exclude the affected Assets from this sale pursuant to Section 4.03(b)(ii), then either Party shall have the right to elect to have the validity of the asserted Environmental Defect, and/or the Environmental Defect Value for such Environmental Defect, determined by an Independent Expert pursuant to Section 16.03. If the validity of any such asserted Environmental Defect or the amount of any such Environmental Defect Value is not determined by the Closing, the Asset affected by such disputed Environmental Defect shall be excluded from the Closing and the Purchase Price paid at the Closing shall be reduced by the Allocated Value of that Asset. Upon resolution of such dispute, the Allocated Value of that Asset less the Environmental Defect Value, if any, found to be attributable to such Environmental Defect shall, subject to this Section 4.04, be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlement. Notwithstanding the foregoing, either Buyer or Seller shall have the right to exclude an Asset from the sale if the Environmental Defect Value exceeds the Allocated Value of the Asset(s) affected thereby. under clause (c) Notwithstanding anything to the contrary in this Agreement, (i) if the Environmental Defect Value for a given individual Environmental Defect does not exceed $50,000, then no adjustment to the Purchase Price above shall be made for such Environmental Defect; (ii) if the aggregate adjustment deemed to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefore and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excessExcluded Assets.

Remedies for Environmental Defects. (a) If any Environmental Defect described in a notice delivered in accordance with Section 4.03 4.10 is not cured to Buyer’s reasonable satisfaction on or before the Closing, and Seller has not elected to exclude the affected Assets from then except as otherwise provided in this sale or Buyer and Seller have not agreed for Seller to indemnify Buyer for the Environmental DefectSection 4.11, then the Purchase Price shall be reduced reduced, subject to Section 4.12, by the Environmental Defect Value of such Environmental Defect as agreed by the PartiesParties acting reasonably. (b) If Buyer and Seller have not agreed as to the validity of any asserted Environmental Defect, or if the Parties have not agreed on the Environmental Defect Value therefor, on or before the Closing Date, Buyer shall have the option of removing the affected Asset from the transaction and if Seller shall reducing the Purchase Price by the Allocated Value of the removed Asset. (c) If on or before the Closing Date the Parties have not agreed as to the validity of any asserted Environmental Defect or have not agreed on the Environmental Defect Value attributable thereto and Buyer has not elected to exclude remove the affected Assets Asset related to such Environmental Defect from this sale the transaction pursuant to Section 4.03(b)(ii4.11(b), then either Party shall have the right to may elect to have the validity of the asserted Environmental Defect, and/or the Environmental Defect Value for of such Environmental Defect, determined by an Independent Expert arbitration pursuant to Section 16.03Article XIV. If the validity of any such asserted Environmental Defect or the amount of any such Environmental Defect Value is not determined by the Closing, Closing and Buyer has not elected to remove the Asset affected by related to such disputed Environmental Environment Defect shall be excluded from the Closing and transaction pursuant to Section 4.11(b), the Purchase Price paid at the Closing shall be reduced by the Allocated Buyer’s asserted Environmental Defect Value of that Asset. Upon attributable to such disputed Environmental Defect, and upon resolution of such dispute, the Allocated Value of that Asset less dispute the Environmental Defect Value, if any, found to be attributable to such Environmental Defect shall, subject to this Section 4.044.12, be promptly paid by Buyer to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlement. Notwithstanding the foregoing, either Buyer or Seller shall have the right to exclude an Asset from the sale if the Environmental Defect Value exceeds the Allocated Value of the Asset(s) affected therebySeller. (c) Notwithstanding anything to the contrary in this Agreement, (i) if the Environmental Defect Value for a given individual Environmental Defect does not exceed $50,000, then no adjustment to the Purchase Price shall be made for such Environmental Defect; (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefore and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excess.

Remedies for Environmental Defects. (a) If Subject to Seller’s continuing right to dispute the existence of an Environmental Defect and/or the Remediation Amount asserted with respect thereto, and subject to the rights of the Parties pursuant to Section 14.1(c), in the event that any Environmental Defect described in a notice delivered timely asserted by Buyer in accordance with Section 4.03 12.1(a) is not waived in writing by Buyer or cured on or before the Closing, then, subject to the Individual Environmental Defect Threshold and the Defect Deductible, Seller has not elected to exclude shall, at its sole option, elect to: (i) reduce the affected Assets from this sale or Buyer and Seller have not agreed for Seller to indemnify Buyer Purchase Price by the Remediation Amount; (ii) assume responsibility for the Remediation of such Environmental Defect; (iii) retain the entirety of the Environmental Defect Property that is subject to such Environmental Defect, then together with all associated Assets, in which event the Purchase Price shall be reduced by an amount equal to the Environmental Defect Allocated Value of such Environmental Defect as agreed by the Parties.Property and such associated Assets; (biv) If indemnify Buyer and Seller have not agreed as against all Liability resulting from such Environmental Defect with respect to the validity of any asserted Environmental Defect, or if the Parties have not agreed on the Environmental Defect Value thereforProperty pursuant to an indemnity agreement (the “Environmental Indemnity Agreement”) substantially in the form of Exhibit J; or (v) if applicable, and if Seller shall not have elected to exclude the affected Assets from terminate this sale Agreement pursuant to Section 4.03(b)(ii14.1(c); (i) except to the extent that (A) Buyer consents in writing to be bound by and subject to the options set forth in clauses (ii), then either Party (iii) or (iv) above and Seller also elects such option or (B) Seller is permitted to, and elects to, terminate this Agreement under Section 14.1(c). If Seller elects the option set forth in clause (i) above, Buyer shall have the right to elect be deemed to have the validity assumed responsibility for all of the asserted Environmental Defect, and/or costs and expenses attributable to the Remediation of the Environmental Defect Value for such Environmental Defect, determined by an Independent Expert pursuant to Section 16.03. If the validity of any such asserted Environmental Defect or the amount of any such Environmental Defect Value is not determined by the Closing, the Asset affected by such disputed Environmental Defect shall be excluded from the Closing and the Purchase Price paid at the Closing shall be reduced by the Allocated Value of that Asset. Upon resolution of such dispute, the Allocated Value of that Asset less the Environmental Defect Value, if any, found to be Condition attributable to such Environmental Defect shalland such responsibility of Buyer shall be deemed to constitute part of the Assumed Obligations hereunder. If Seller elects, subject and Buyer consents to, the option set forth in clause (ii) above, Seller shall use reasonable efforts to this Section 4.04implement such Remediation in a manner which is consistent with the requirements of Environmental Laws in a timely fashion for the type of Remediation that Seller elects to undertake and Buyer, be paid by Buyer effective as of the Closing, grants to Seller and its representatives, access to the Asset conveyed to Buyer, if that is part conduct such Remediation. Seller will be deemed to have adequately completed the Remediation required in the immediately preceding sentence (1) upon receipt of the mutually agreed settlement. Notwithstanding the foregoing, either Buyer a certificate or Seller shall have the right to exclude an Asset approval from the sale if applicable Governmental Authority that the Environmental Defect Value exceeds Remediation has been implemented to the Allocated Value extent necessary to comply with existing Laws or (2) upon receipt of a certificate from a licensed professional engineer that the Asset(s) affected thereby. (c) Remediation has been implemented to the extent necessary to comply with existing Laws. Notwithstanding anything to the contrary in this AgreementArticle XII, (i) if the aggregate Remediation Amounts attributable to the effects of all Environmental Defects upon any single Environmental Defect Property may exceed the Allocated Value for a given individual of such Environmental Defect does not Property; provided that if such amounts exceed $50,000, such Allocated Value thereof then no adjustment Seller shall have the right to elect the Purchase Price shall be made for such Environmental Defect; (iioption set forth in Section 12.1(b)(iii) if without the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does not exceed three percent (3%) consent of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefore and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excessBuyer.

Remedies for Environmental Defects. Subject to Sections 7.5 and 7.6, the following shall be Buyer’s sole and exclusive remedy with respect to alleged Environmental Defects: (a) If any Upon the receipt of an Environmental Defect described in a notice delivered in accordance Notice from Buyer asserting an alleged Environmental Defect, Seller shall have the option, but not the obligation, to attempt to cure such Environmental Defect at any time prior to the Closing or subject to Buyer’s rights under Section 10.1(b)(vi), to include or exclude the affected Assets from the Transaction and reduce the Purchase Price by the applicable Environmental Defect Value. (b) If Closing occurs, with Section 4.03 respect to each alleged Environmental Defect that is not reasonably cured on or before the Closing, Closing and Seller has not elected been excluded from the transaction pursuant to exclude Section 7.4(a), an amount equal to the affected Assets from this sale or Environmental Defect Value agreed upon in writing by Buyer and Seller acting reasonably shall be paid by Buyer at Closing out of the Adjusted Purchase Price to the Escrow Agent for deposit in the Escrow Account and Seller shall have up to one hundred fifty (150) days following the Closing Date to attempt to cure such Environmental Defect; provided, that, if the parties have not agreed for Seller to indemnify Buyer for upon the validity of the alleged Environmental Defect, then or the Environmental Defect Value attributable thereto, the amount so deposited for such alleged Environmental Defect shall be that reasonably determined by Buyer and Seller acting in good faith. If Seller reasonably cures the Environmental Defect within such one hundred fifty-day period, Seller will be entitled to be distributed from the Escrow Account the amount equal to the Environmental Defect Value, together with any earnings on such amount. If Seller does not cure the Environmental Defect within such one hundred fifty-day period, Buyer will be entitled to be distributed from the Escrow Account the amount equal to the Environmental Defect Value, together with any earnings on such amount, and the Purchase Price shall hereunder will be deemed to be reduced by the amount of the Environmental Defect Value of such Environmental Defect as agreed by the PartiesValue. (bc) If Buyer and Seller have not agreed as to (i) on or before Closing upon the validity of any asserted Environmental Defect, or if the Parties parties have not agreed on the Environmental Defect Value therefor, and if Seller shall not have elected to exclude the affected Assets from this sale pursuant to Section 4.03(b)(ii)therefor or (ii) upon whether an alleged Environmental Defect has been reasonably cured, then either Party party by written notice to the other party, delivered before Closing, shall have the right to elect to have the validity of the asserted Environmental Defect, and/or the Environmental Defect Value for such Environmental Defect, or the sufficiency of Seller’s cure determined by an Independent Expert pursuant to Section 16.038. If In no event shall any disbursement from the validity of any such asserted Escrow Account be made to Seller or Buyer with respect to an Environmental Defect or that is the amount subject of any a dispute pending before the Independent Expert until such Environmental Defect Value dispute is not determined by finally resolved as provided in Section 8 hereof, which shall include, without limitation, an award of the Closing, the Asset affected by such disputed Environmental Defect shall be excluded from the Closing and the Purchase Price paid at the Closing shall be reduced by the Allocated Value of that Asset. Upon resolution of such dispute, the Allocated Value of that Asset less the Environmental Defect Value, if any, found to be escrowed funds attributable to such Environmental Defect shallDefect. To the extent the Independent Expert is determining the validity of an Environmental Defect, subject to this Section 4.04, be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlement. Notwithstanding the foregoing, either Buyer or Seller shall have the right to exclude an Asset one hundred fifty (150) days from the sale if date the Independent Expert determines that an Environmental Defect Value exceeds the Allocated Value of the Asset(s) affected thereby. (c) Notwithstanding anything exists to the contrary in this Agreement, (i) if the Environmental Defect Value for a given individual Environmental Defect does not exceed $50,000, then no adjustment to the Purchase Price shall be made for cure such Environmental Defect; (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefore and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excess.

Remedies for Environmental Defects. (a) If Subject to Sellers’ right to dispute the existence of an Environmental Defect or the Remediation Amount asserted with respect thereto, so long as such right is exercised in writing and notice thereof is delivered to Buyer at least 3 days prior to Closing, and subject to the Individual Environmental Threshold and the Aggregate Deductible, in the event that any Environmental Defect described in a notice delivered timely asserted by Buyer in accordance with Section 4.03 7.1(a) is not waived in writing by Buyer or cured on or before the Closing, and Seller has not elected to exclude the affected Assets from this sale or Buyer and Seller have not agreed for Seller to indemnify Buyer for the Environmental DefectSellers shall, then at their sole option, elect to: (i) reduce the Purchase Price shall be reduced by the Environmental Defect Value of such Environmental Defect as agreed by the Parties. (b) If Buyer and Seller have not agreed as to the validity of any asserted Environmental Defect, or if the Parties have not agreed on the Environmental Defect Value therefor, and if Seller shall not have elected to exclude the affected Assets from this sale pursuant to Section 4.03(b)(ii), then either Party shall have the right to elect to have the validity of the asserted Environmental Defect, and/or the Environmental Defect Value Remediation Amount for such Environmental Defect, determined by an Independent Expert pursuant to Section 16.03. If ; (ii) assume responsibility for the validity Remediation of any such asserted Environmental Defect; (iii) retain the entirety of the Environmental Defect or the amount of any Property subject to such Environmental Defect Value is not determined by the ClosingDefect, the Asset affected by such disputed Environmental Defect shall be excluded from the Closing together with all associated Assets, and reduce the Purchase Price paid at the Closing shall be reduced by the Allocated Value of that Asset. Upon resolution of such dispute, the Allocated Value of that Asset less the Environmental Defect Value, if any, found an amount equal to be attributable to such Environmental Defect shall, subject to this Section 4.04, be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlement. Notwithstanding the foregoing, either Buyer or Seller shall have the right to exclude an Asset from the sale if the Environmental Defect Value exceeds the Allocated Value of the Asset(s) affected thereby.Environmental Defect Property and associated Assets; or (civ) Notwithstanding anything indemnify Buyer against all Liability resulting from such Environmental Defect with respect to the contrary Assets pursuant to an indemnity agreement in a form mutually agreeable to the Parties. In the event that Parties cannot reach such a mutually agreeable indemnity agreement, then Sellers may not elect this Agreement, Section 7.1(b)(iv) as their remedy for Environmental Defects. If Sellers elect the option set forth in clause (i) if above, Buyer shall be deemed to have assumed responsibility for all costs and expenses attributable to the Remediation of the applicable Environmental Defect Value for a given individual Environmental Defect does not exceed $50,000, then no adjustment (net to the Purchase Price Assets) and all Liabilities (net to the Assets) with respect thereto, and Buyer’s obligations with respect to the foregoing shall be made for such Environmental Defect; deemed to constitute part of the Assumed Obligations. If Sellers elect the option set forth in clause (ii) if above, Sellers shall use their reasonable efforts to implement such Remediation in a manner that is consistent with the aggregate adjustment requirements of Environmental Laws in a timely fashion for the type of Remediation that Sellers elect to undertake. Sellers will be deemed to have adequately completed the Remediation required in the immediately preceding sentence at such time that Buyer reasonably believes that the Remediation has been implemented to the Purchase Price determined in accordance extent necessary to comply with this Agreement for Title Defects and Environmental Defects does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefore and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excessexisting regulatory requirements.

Remedies for Environmental Defects. (a) If Seller may elect, on or before Closing, to remediate any Environmental Defect described in accordance with a notice delivered remediation plan (including timing) reasonably approved by Buyer and in accordance with all Laws (including all Environmental Laws), at Seller’s sole cost and expense. If Seller elects to remediate an Environmental Defect pursuant to this Section 5.04(a) but is unable to do so prior to Closing, the affected Assets shall not be conveyed to Buyer at Closing, and the Purchase Price at Closing shall be adjusted downward by the Allocated Values of the Assets affected by such Environmental Defect. If Seller successfully remediates the applicable Environmental Defect pursuant to this Section 5.04(a) within sixty (60) days after Closing, then the Assets affected by such Environmental Defect shall be conveyed by Seller to Buyer for the Allocated Values thereof as adjusted in accordance with this Agreement at a delayed closing to take place on a date designated by Buyer, but in no event later than the later of (i) two (2) Business Days following the date that is sixty (60) days after the Closing or (ii) five (5) Business Days after the conclusion of the last remediation performed by Seller under this Section 5.04(a). (b) Subject to Seller’s right to remediate an Environmental Defect after Closing pursuant to Section 5.04(a) and the continuing right of Seller to dispute the existence of an asserted Environmental Defect or the asserted Environmental Defect Value and subject to the rights of the Parties under Sections 13.01(f) and (g), if any Environmental Defect timely asserted by Buyer in accordance with Section 4.03 5.03 is not waived in writing by Buyer or cured on or before the Closing, and Seller has not elected Buyer shall, at its sole option, elect to: (i) subject to exclude Section 5.04(c), reduce the affected Assets from this sale or Buyer and Seller have not agreed for Seller to indemnify Buyer Purchase Price by the lesser of the Environmental Defect Value for the Environmental Defect as determined in accordance with Section 5.02(c) or Article XVIII (which shall cause such alleged Environmental Defect to become an Assumed Obligation under Section 16.02) or the Allocated Value of such Asset; or (ii) exclude the entirety of the Asset that is subject to such Environmental Defect, then together with all associated Assets, from the Assets conveyed at Closing, in which event the Purchase Price shall be reduced by an amount equal to the Environmental Defect Allocated Value of such Environmental Defect as agreed by the PartiesAsset and the associated Assets. (bc) If If, at or before the Closing, Buyer and Seller have not agreed as to on the validity of any asserted Environmental Defect, Defect or if the Parties have not agreed on the Environmental Defect Value thereforattributable to the Environmental Defect, and if Buyer or Seller shall not have elected to exclude the affected Assets from this sale pursuant to Section 4.03(b)(ii), then either Party shall have the right to elect to have the Dispute regarding the validity of the asserted Environmental Defect or the Environmental Defect Value determined by an Independent Expert in accordance with Article XVIII. In that event, the affected Assets shall not be conveyed to Buyer at Closing, and the Purchase Price at Closing shall be adjusted downward by the Allocated Values of the Assets affected by such Environmental Defect. On the final resolution of the Dispute with respect to any particular Asset or Assets, and/or Buyer shall, at its sole option, elect to: (i) purchase the Assets affected by such Environmental Defect from Seller at a delayed closing to take place on a date mutually agreeable to the Parties (but in any event no later than ten (10) Business Days after final resolution of the Dispute), for a price equal to the Allocated Values of such Assets, less, subject to Section 5.04(d), the Environmental Defect Value for the Environmental Defect as determined by the applicable Independent Expert (which shall cause such alleged Environmental Defect to become an Assumed Obligation under Section 16.02); or (ii) exclude the entirety of the Asset that is subject to such Environmental Defect, determined by an Independent Expert pursuant to Section 16.03. If the validity of any such asserted Environmental Defect or the amount of any such Environmental Defect Value is not determined by the Closingtogether with all associated Assets, the Asset affected by such disputed Environmental Defect shall be excluded from the Closing transactions contemplated by this Agreement, and the Purchase Price paid at the Closing shall be reduced by the Allocated Value of that Asset. Upon resolution of treat all such dispute, the Allocated Value of that Asset less the Environmental Defect Value, if any, found to be attributable to such Environmental Defect shall, subject to this Section 4.04, be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlement. Notwithstanding the foregoing, either Buyer or Seller shall have the right to exclude an Asset from the sale if the Environmental Defect Value exceeds the Allocated Value of the Asset(s) affected therebyAssets as Excluded Assets for all purposes. (cd) Notwithstanding anything to the contrary in this Agreement, Agreement (i) if the Environmental Defect Value for a given particular individual Environmental Defect does not exceed Thirty-Five Thousand and No/100 Dollars ($50,00035,000.00), then no adjustment to the Purchase Price shall be made for such the Environmental Defect; , (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects (exceeding Thirty-Five Thousand and No/100 Dollars ($35,000.00)) does not exceed three two percent (32%) of the Unadjusted Purchase Price prior to any adjustments theretoother adjustments, then no adjustment of the Purchase Price shall be made therefore on account of Environmental Defects, and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects (exceeding Thirty-Five Thousand and No/100 Dollars ($35,000.00)) does exceed three two percent (32%) of the Unadjusted Purchase Price prior to any adjustments theretoother adjustments, then the Purchase Price shall only be adjusted only by the amount of such the excess.

Remedies for Environmental Defects. Subject to Sections 7.5 and 7.6, the following shall be Buyer’s sole and exclusive remedy with respect to alleged Environmental Defects: (a) If any Upon the receipt of an Environmental Defect described in a notice delivered in accordance with Section 4.03 Notice from Buyer asserting an alleged Environmental Defect, Seller shall have the option, but not the obligation, to attempt to cure such Environmental Defect at any time prior to the Closing. (b) With respect to each alleged Environmental Defect that is not reasonably cured on or before the Closing, and Seller has not elected an amount equal to exclude the affected Assets from this sale or Environmental Defect Value agreed upon in writing by Buyer and Seller acting reasonably shall be paid by Buyer at Closing out of the Adjusted Purchase Price to the Escrow Agent for deposit in the Escrow Account and Seller shall have up to sixty (60) days following the Closing Date to attempt to cure such Environmental Defect; provided, that, if the parties have not agreed for Seller to indemnify Buyer for upon the validity of the alleged Environmental Defect, then or the Environmental Defect Value attributable thereto, the amount so deposited for such alleged Environmental Defect shall be that reasonably determined by Buyer acting in good faith. If Seller reasonably cures the Environmental Defect within such sixty-day period, Seller will be entitled to be distributed from the Escrow Account the amount equal to the Environmental Defect Value, together with any interest earned on such amount. If Seller does not cure the Environmental Defect within such sixty-day period, Buyer will be entitled to be distributed from the Escrow Account the amount equal to the Environmental Defect Value, together with any interest earned on such amount, and the Purchase Price shall hereunder will be deemed to be reduced by the amount of the Environmental Defect Value of such Environmental Defect as agreed by the PartiesValue. (bc) If Buyer and Seller have not agreed as to (i) on or before Closing upon the validity of any asserted Environmental Defect, or if the Parties parties have not agreed on the Environmental Defect Value therefor, and if Seller shall not have elected to exclude the affected Assets from this sale pursuant to Section 4.03(b)(ii)or (ii) upon whether an alleged Environmental Defect has been reasonably cured, then either Party party by written notice to the other party, delivered before or after Closing, shall have the right to elect to have the validity of the asserted Environmental Defect, and/or the Environmental Defect Value for such Environmental Defect, or the sufficiency of Seller’s cure determined by an Independent Expert pursuant to Section 16.038. If In no event shall any disbursement from the validity of any such asserted Escrow Account be made to Seller or Buyer with respect to an Environmental Defect or that is the amount subject of any a dispute pending before the Independent Expert until such Environmental Defect Value dispute is not determined by finally resolved as provided in Section 8 hereof, which shall include, without limitation, an award of the Closing, the Asset affected by such disputed Environmental Defect shall be excluded from the Closing and the Purchase Price paid at the Closing shall be reduced by the Allocated Value of that Asset. Upon resolution of such dispute, the Allocated Value of that Asset less the Environmental Defect Value, if any, found to be escrowed funds attributable to such Environmental Defect shall, subject to this Section 4.04, be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlementDefect. Notwithstanding anything contained herein to the foregoingcontrary, either Buyer or Seller in no event shall have the right to exclude an Asset from the sale if the Environmental Defect Value exceeds be determined to exceed the Allocated Value amount deposited in the Escrow Account attributable to said alleged Environmental Defect, pursuant to Section 7.4 (b) of the Asset(s) affected thereby. (c) Notwithstanding anything to the contrary in this Agreement. To the extent the Independent Expert is determining the validity of an Environmental Defect, Seller shall have sixty (i60) if days from the date the Independent Expert determines that an Environmental Defect Value for a given individual Environmental Defect does not exceed $50,000, then no adjustment exists to the Purchase Price shall be made for cure such Environmental Defect; (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefore and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excess.

Remedies for Environmental Defects. (a) If Subject to the continuing right of Seller to dispute the existence of an asserted Environmental Defect and/or the asserted Environmental Defect Value and subject to the rights of the Parties under Section 13.01(g), if any Environmental Defect described in a notice delivered timely asserted by Buyer in accordance with Section 4.03 5.03 is not waived in writing by Buyer or cured on or before the Closing, and Seller has not elected shall, at Seller’s sole option, elect to: (i) subject to exclude Section 5.04(c), reduce the affected Assets from this sale or Buyer and Seller have not agreed for Seller to indemnify Buyer Purchase Price by the Environmental Defect Value for the Environmental Defect as determined in accordance with Section 5.02(c) or Article XVIII (which shall cause such alleged Environmental Defect to become an Assumed Obligation under Section 16.02); (ii) indemnify Buyer against all claims resulting from the Environmental Defect under an indemnity agreement in the form attached hereto as Exhibit F; or (iii) retain the entirety of the Asset that is subject to such Environmental Defect, then together with all associated Assets, in which event the Purchase Price shall be reduced by an amount equal to the Allocated Value of the Asset and all associated Assets (which shall be deemed Excluded Assets, except as otherwise provided below in this Section 5.04(a)(iii)). Following Closing, Seller will have the Cure Period to cure any such Environmental Defect. Seller is not obligated to cure any Environmental Defect during the Cure Period, but if an Environmental Defect is cured before the expiration of the Cure Period, then Seller shall promptly convey the affected retained Asset and all associated Assets to Buyer effective as of the Effective Time, and Buyer shall contemporaneously with the receipt of such conveyance, pay Seller the Allocated Value of the affected Asset and all associated Assets, subject to Purchase Price Adjustments as set forth herein, and upon such conveyance and payment such Asset and associated Assets shall no longer be deemed Excluded Assets. If Seller is unable to cure any such Environmental Defect as agreed by before expiration of the PartiesCure Period, then Seller shall retain the affected retained Asset and all associated Assets, which will permanently be deemed Excluded Assets and Buyer will have no further obligation to purchase such retained Asset and associated Assets. (b) If at or before the Closing Buyer and Seller have not agreed as to on the validity of any asserted Environmental Defect, Defect or if the Parties have not agreed on the Environmental Defect Value therefor, attributable to the Environmental Defect and if Seller shall has not have elected to exclude indemnify the affected Buyer with respect to the Environmental Defect under Section 5.04(a)(ii) or to retain the Assets from this sale pursuant to associated with the Environmental Defect under Section 4.03(b)(ii5.04(a)(iii), then either Party Buyer or Seller shall have the right to elect to have the Dispute regarding the validity of the asserted Environmental Defect, and/or Defect or the Environmental Defect Value for such Environmental Defect, determined by an Independent Expert pursuant to Section 16.03in accordance with Article XVIII. If the validity of any such asserted Environmental Defect or the amount of any such Environmental Defect Value is not determined by the ClosingIn that event, the Asset affected by such disputed Environmental Defect shall be excluded from the Closing and the Purchase Price paid at the Closing shall not be reduced by {1914556;9} - 25 - virtue of the Allocated Value of that Asset. Upon disputed Environmental Defect or Environmental Defect Value, but on the final resolution of such dispute, the Allocated Value of that Asset less Dispute the Environmental Defect Value, if any, found to be attributable to such the Environmental Defect shall, subject to this Section 4.045.04(c), be paid refunded by Seller to Buyer to Seller and the Asset conveyed to Buyer, if that is part within five (5) Business Days of the mutually agreed settlement. Notwithstanding the foregoing, either Buyer or Seller shall have the right to exclude an Asset from the sale if the Environmental Defect Value exceeds the Allocated Value of the Asset(s) affected therebysuch resolution. (c) Notwithstanding anything to the contrary in this Agreement, Agreement (i) if the Environmental Defect Value for a given particular individual Environmental Defect does not exceed $50,000, then no adjustment to the Purchase Price shall be made for such the Environmental Defect; , (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects (exceeding $50,000) does not exceed three percent (3%) of the Unadjusted Purchase Price prior to any adjustments theretoother adjustments, then no adjustment of the Purchase Price shall be made therefore on account of Environmental Defects and , and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects (exceeding $50,000) does exceed three percent (3%) of the Unadjusted Purchase Price prior to any adjustments theretoother adjustments, then the Purchase Price shall only be adjusted only by the amount of such the excess.

Remedies for Environmental Defects. (a) If any Subject to Seller’s continuing right to dispute the existence of an Environmental Defect described in a notice delivered and/or the Remediation Amount asserted with respect thereto, and the right of Seller to cure the Environmental Defect in accordance with Section 4.03 12.1(b), in the event that any Environmental Defect timely asserted by Buyer in accordance with Section 12.1(a) is not cured on or before waived in writing by Buyer, then, subject to the ClosingIndividual Environmental Defect Threshold and the Environmental Deductible, and Seller has not elected to exclude shall, at Buyer’s sole option: (i) reduce the affected Assets from this sale or Buyer and Seller have not agreed for Seller to indemnify Buyer Cash Amount by the Remediation Amount; (ii) assume responsibility for the Remediation of such Environmental Defect; (iii) retain the entirety of the Environmental Defect Property that is subject to such Environmental Defect, then together with all associated RTP Assets, in which event the Purchase Price Cash Amount shall be reduced by an amount equal to the Environmental Defect Allocated Value of such Environmental Defect as agreed by the Parties.Property and such associated RTP Assets; (biv) If indemnify Buyer and Seller have not agreed as against all Liability resulting from such Environmental Defect with respect to the validity of any asserted Environmental Defect, or if the Parties have not agreed on the Environmental Defect Value thereforProperty pursuant to an indemnity agreement (the “Environmental Indemnity Agreement”) substantially in the form of Exhibit M; or (v) if applicable, and if Seller shall not have elected to exclude the affected Assets from terminate this sale Agreement pursuant to Section 4.03(b)(ii14.1(c). If Buyer elects the option set forth in clause (i) above, then either Party Buyer shall have the right to elect be deemed to have the validity assumed responsibility for all of the asserted Environmental Defect, and/or costs and expenses attributable to the Remediation of the Environmental Defect Value for such Environmental Defect, determined by an Independent Expert pursuant to Section 16.03. If the validity of any such asserted Environmental Defect or the amount of any such Environmental Defect Value is not determined by the Closing, the Asset affected by such disputed Environmental Defect shall be excluded from the Closing and the Purchase Price paid at the Closing shall be reduced by the Allocated Value of that Asset. Upon resolution of such dispute, the Allocated Value of that Asset less the Environmental Defect Value, if any, found to be Condition attributable to such Environmental Defect shall, subject and all of the Liabilities with respect thereto and such responsibility of Buyer shall be deemed to this Section 4.04, be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is constitute part of the mutually agreed settlementAssumed Obligations hereunder. Notwithstanding the foregoing, either Buyer or Seller shall have the right to exclude an Asset from the sale if the Environmental Defect Value exceeds the Allocated Value of the Asset(s) affected thereby. (c) Notwithstanding anything to the contrary in this AgreementArticle XIII, (i) if the aggregate Remediation Amounts attributable to the effects of all Environmental Defects upon any Environmental Defect Property shall not exceed the Allocated Value of the Environmental Defect Value for a given individual Environmental Defect does not exceed $50,000, then no adjustment to Property. If Buyer elects the Purchase Price shall be made for such Environmental Defect; option set forth in clause (ii) if above, Seller shall use reasonable efforts to implement such Remediation in a manner which is consistent with the aggregate adjustment requirements of Environmental Laws in a timely fashion for the type of Remediation that Seller elects to undertake and Buyer, effective as of the Closing, grants to Seller and its Representatives, access to conduct such Remediation. Seller will be deemed to have adequately completed the Remediation required in the immediately preceding sentence (A) upon receipt of a certificate or approval from the applicable Governmental Authority that the Remediation has been implemented to the Purchase Price determined in accordance extent necessary to comply with this Agreement for Title Defects and Environmental Defects does not exceed three percent existing Laws or (3%B) upon receipt of a certificate from a licensed professional engineer that the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefore and (iii) if the aggregate adjustment Remediation has been implemented to the Purchase Price determined in accordance extent necessary to comply with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excessexisting Laws.

Remedies for Environmental Defects. (a) If Upon the receipt by Seller of notice from Buyer pursuant to Section 5.4 of any Environmental Defect, Seller shall have the option, but not the obligation, to attempt to Remediate any Environmental Defect. In the event that any such Environmental Defect described in a notice delivered in accordance has not been Remediated by Seller such that the applicable Asset(s) will not be brought into compliance with Section 4.03 is not cured the applicable Environmental Laws on or before the Closing, Seller shall, at its sole election, elect one of the following by so notifying Buyer not later than two (2) business days prior to Closing. a. Subject to the specific limitations set forth in Section 5.6, indemnify Buyer against all liability, loss, cost and Seller has not elected expense resulting from such Environmental Defect in which event the parties shall proceed to exclude Closing and the affected Assets from this sale or Buyer and Seller have not agreed for Asset that is subject to such Environmental Defect shall be conveyed by Seller to indemnify Buyer for the subject to such Environmental Defect, then the Purchase Price shall be reduced with no payment by the Environmental Defect Value Seller or other settlement at Closing as a result of such Environmental Defect as agreed by the Parties. (b) If Buyer and Seller have not agreed as no reduction or adjustment to the validity Purchase Price; b. Subject to the specific limitations set forth in Section 5.6, credit Buyer with the amount of any asserted Environmental Defect, or if the Parties have not agreed on the Actual Environmental Defect Value therefor, and if Seller shall not have elected to exclude (the affected Assets from this sale pursuant to Section 4.03(b)(ii“Environmental Defect Adjustment”), then either Party in which event the parties shall have the right proceed to elect to have the validity of the asserted Environmental Defect, and/or the Environmental Defect Value for such Environmental Defect, determined by an Independent Expert pursuant to Section 16.03. If the validity of any such asserted Environmental Defect or the amount of any such Environmental Defect Value is not determined by the Closing, Closing and the Asset affected by that is subject to such disputed Environmental Defect shall be excluded from the Closing conveyed by Seller to Buyer subject to such Environmental Defect and Buyer shall pay to Seller the Purchase Price paid at as so adjusted; or c. Retain the Closing shall be reduced Asset subject to such Environmental Defect and reduce the Purchase Price by an amount equal to the Allocated Value of such Asset, in which event the parties shall proceed to Closing and the Asset that Asset. Upon resolution of such dispute, the Allocated Value of that Asset less the Environmental Defect Value, if any, found to be attributable is subject to such Environmental Defect shall, subject to this Section 4.04, shall be paid retained by Seller and Buyer shall pay to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlement. Notwithstanding the foregoing, either Buyer or Seller shall have the right to exclude an Asset from the sale if the Environmental Defect Value exceeds the Allocated Value of the Asset(s) affected thereby. (c) Notwithstanding anything to the contrary in this Agreement, (i) if the Environmental Defect Value for a given individual Environmental Defect does not exceed $50,000, then no adjustment to the Purchase Price shall be made for such Environmental Defect; (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefore and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excessas so adjusted.

Remedies for Environmental Defects. (a) If Subject to Seller's continuing right to dispute the existence of a Environmental Defect and/or the Remediation Amount asserted with respect thereto, in the event that any Environmental Defect described in a notice delivered timely asserted by Buyer in accordance with Section 4.03 Article 13.1(a) is not waived in writing by Buyer or cured on or before the Closing, and Seller has not elected shall, at its sole option, elect to: (i) Subject to exclude the affected Assets from this sale or Buyer and Seller have not agreed for Seller to indemnify Buyer Individual Environmental Threshold, reduce the Purchase Price by the Remediation Amount; (ii) assume responsibility for the Remediation of such Environmental Defect; (iii) retain the entirety of the Asset that is subject to such Environmental Defect, then together with all associated Assets, in which event the Purchase Price shall be reduced by an amount equal to the Environmental Defect Allocated Value of such Asset and such associated Assets; or (iv) if applicable, terminate this Agreement pursuant to Article 15.1(d). If Seller elects the option set forth in clause (i) above, Buyer shall be deemed to have assumed responsibility for Remediation of such Environmental Defect as agreed by the Parties. (b) If Buyer and Seller have not agreed as to the validity of any asserted Environmental Defect, or if the Parties have not agreed on the such Environmental Defect Value thereforand all Liabilities with respect thereto shall be deemed to constitute Assumed Obligations. If Seller elects the option set forth in clause (ii) above, and if Seller shall not use reasonable efforts to implement such Remediation in a manner which is consistent with the requirements of Environmental Laws in a timely fashion for the type of Remediation that Seller elects to undertake and shall have elected access to exclude the affected Assets from this sale pursuant to Section 4.03(b)(ii), then either Party shall have the right to elect to have the validity of the asserted Environmental Defect, and/or the Environmental Defect Value for such Environmental Defect, determined by an Independent Expert pursuant to Section 16.03. If the validity of any such asserted Environmental Defect or the amount of any such Environmental Defect Value is not determined by the Closing, the Asset affected by such disputed Environmental Defect shall be excluded from after the Closing Date to implement and the Purchase Price paid at the Closing shall be reduced by the Allocated Value of that Asset. Upon resolution of complete such dispute, the Allocated Value of that Asset less the Environmental Defect Value, if any, found to be attributable to such Environmental Defect shall, subject to this Section 4.04, be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlement. Notwithstanding the foregoing, either Buyer or Seller shall have the right to exclude an Asset from the sale if the Environmental Defect Value exceeds the Allocated Value of the Asset(s) affected thereby. (c) Notwithstanding anything to the contrary in this Agreement, (i) if the Environmental Defect Value for a given individual Environmental Defect does not exceed $50,000, then no adjustment to the Purchase Price shall be made for such Environmental Defect; (ii) if the aggregate adjustment to the Purchase Price determined Remediation in accordance with this an Access Agreement for Title Defects and Environmental Defects does not exceed three percent in substantially the form attached hereto as Exhibit D (3%) the "Access Agreement"). Seller will be deemed to have adequately completed the Remediation required in the immediately preceding sentence upon receipt of a certificate or approval from the Purchase Price prior to any adjustments thereto, then no adjustment of applicable Governmental Authority that the Purchase Price shall be made therefore and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excessRemediation has been completed.

Remedies for Environmental Defects. (a) If Subject to SM’s continuing right to dispute the existence of an Environmental Defect or the Remediation Amount asserted with respect thereto and subject to the Individual Environmental Threshold and the Aggregate Deductible, in the event that any Environmental Defect described in a notice delivered timely asserted by Buyers in accordance with Section 4.03 7.1(a) is not waived in writing by Buyers or cured on or before the Closing, and Seller has not elected to exclude the affected Assets from this sale or Buyer and Seller have not agreed for Seller to indemnify Buyer for the Environmental Defect, then Parties shall mutually elect to: (i) reduce the Purchase Price shall be reduced by the Environmental Defect Value of such Environmental Defect as agreed by the Parties. (b) If Buyer and Seller have not agreed as to the validity of any asserted Environmental Defect, or if the Parties have not agreed on the Environmental Defect Value therefor, and if Seller shall not have elected to exclude the affected Assets from this sale pursuant to Section 4.03(b)(ii), then either Party shall have the right to elect to have the validity of the asserted Environmental Defect, and/or the Environmental Defect Value Remediation Amount for such Environmental Defect, determined by an Independent Expert pursuant to Section 16.03. If ; (ii) have SM assume responsibility for the validity Remediation of any such asserted Environmental Defect; (iii) have SM retain the entirety of the Environmental Defect or the amount of any Property subject to such Environmental Defect Value is not determined by the ClosingDefect, the Asset affected by such disputed Environmental Defect shall be excluded from the Closing together with all associated Assets, and reduce the Purchase Price paid at the Closing shall be reduced by the Allocated Value of that Asset. Upon resolution of such dispute, the Allocated Value of that Asset less the Environmental Defect Value, if any, found an amount equal to be attributable to such Environmental Defect shall, subject to this Section 4.04, be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlement. Notwithstanding the foregoing, either Buyer or Seller shall have the right to exclude an Asset from the sale if the Environmental Defect Value exceeds the Allocated Value of the Asset(s) affected thereby.Environmental Defect Property and associated Assets; or (civ) Notwithstanding anything indemnify Buyers against all Liability resulting from such Environmental Defect with respect to the contrary Assets pursuant to an indemnity agreement in this Agreement, a form mutually agreeable to the Parties. If the Parties elect the option set forth in clause (i) if above, each Buyer shall be deemed to have assumed responsibility, severally and not jointly, for its Proportionate Share of all costs and expenses attributable to the Remediation of the applicable Environmental Defect Value for a given individual Environmental Defect does not exceed $50,000, then no adjustment (net to the Purchase Price Assets) and all Liabilities (net to the Assets) with respect thereto, and each Buyer’s obligations with respect to the foregoing shall be made for such Environmental Defect; deemed to constitute part of the Assumed Obligations. If the Parties elect the option set forth in clause (ii) if above, SM shall use its reasonable efforts to implement such Remediation in a manner that is consistent with the aggregate adjustment requirements of Environmental Laws in a timely fashion for the type of Remediation that SM elects to undertake. SM will be deemed to have adequately completed the Remediation required in the immediately preceding sentence at such time that the Remediation has been implemented to the Purchase Price determined extent necessary to comply with existing regulatory requirements. In the event that the Parties do not agree in writing by the Closing on an election of alternative (i), (ii), (iii) or (iv) above with respect to any Environmental Defect properly asserted by Buyers in accordance with this Agreement for Title Defects and Environmental Defects does not exceed three percent Section 7.1(a), then (3%A) if the Remediation Amount is less than the Allocated Value of the Purchase Price prior to any adjustments theretoaffected Environmental Defect Property, then no adjustment the Parties shall be deemed to have elected alternative (i) as the remedy and (B) if the Remediation Amount is greater than the Allocated Value of the Purchase Price shall be made therefore and affected Environmental Defect Property, then SM may elect alternative (iii) as the remedy, provided that if SM does not elect alternative (iii), the aggregate adjustment Parties shall be deemed to have elected alternative (i) as the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excessremedy.

Remedies for Environmental Defects. Subject to Sections 7.05 and 7.06, the following shall be Buyer’s sole and exclusive remedy with respect to alleged Environmental Defects: (a) If any Upon the receipt of an Environmental Defect described in a notice delivered in accordance with Section 4.03 Notice from Buyer asserting an alleged Environmental Defect, Seller shall have the option, but not the obligation, to attempt to cure such Environmental Defect at any time prior to the Closing. (b) With respect to any alleged Environmental Defect that is not reasonably cured on or before the Closing, and Seller has the Environmental Defect Value for such Asset exceeds the Allocated Value for such Asset, either Party may have the option, but not elected the obligation, to exclude the affected Asset from the Assets from this sale or Buyer and Seller have not agreed for Seller to indemnify Buyer for the Environmental Defect, then the Purchase Price shall be reduced by the Allocated Value of such affected Asset. (c) With respect to each alleged Environmental Defect that is not reasonably cured on or before the Closing and has not been excluded from the transaction pursuant to Section 7.04(b), an amount equal to the Environmental Defect Value agreed upon in writing by Buyer and Seller acting reasonably shall be paid by Buyer at Closing out of the Adjusted Purchase Price to the Escrow Agent for deposit in the Escrow Account and Seller shall have up to ninety (90) days following the Closing Date to attempt to cure such Environmental Defect; provided, that, if the parties have not agreed upon the validity of the alleged Environmental Defect, or the Environmental Defect as agreed Value attributable thereto, the amount so deposited for such alleged Environmental Defect shall be that reasonably determined by Buyer acting in good faith. If Seller reasonably cures the Environmental Defect within such ninety-day period, Seller will be entitled to be distributed from the Escrow Account the amount equal to the Environmental Defect Value, together with any earnings on such amount. If Seller does not cure the Environmental Defect within such sixty-day period, Buyer will be entitled to be distributed from the Escrow Account the amount equal to the Environmental Defect Value, together with any earnings on such amount, and the Purchase Price hereunder will be deemed to be reduced by the Partiesamount of the Environmental Defect Value. (bd) If Buyer and Seller have not agreed as to (i) on or before Closing upon the validity of any asserted Environmental Defect, or if the Parties parties have not agreed on the Environmental Defect Value therefor, and if Seller shall not have elected to exclude the affected Assets from this sale pursuant to Section 4.03(b)(ii)or (ii) upon whether an alleged Environmental Defect has been reasonably cured, then either Party party by written notice to the other party, delivered before or after Closing, shall have the right to elect to have the validity of the asserted Environmental Defect, and/or the Environmental Defect Value for such Environmental Defect, or the sufficiency of Seller’s cure determined by an Independent Expert pursuant to Section 16.03Article VIII. If In no event shall any disbursement from the validity of any such asserted Escrow Account be made to Seller or Buyer with respect to an Environmental Defect or that is the amount subject of any a dispute pending before the Independent Expert until such Environmental Defect Value dispute is not determined by finally resolved as provided in Article VIII hereof, which shall include, without limitation, an award of the Closing, the Asset affected by such disputed Environmental Defect shall be excluded from the Closing and the Purchase Price paid at the Closing shall be reduced by the Allocated Value of that Asset. Upon resolution of such dispute, the Allocated Value of that Asset less the Environmental Defect Value, if any, found to be escrowed funds attributable to such Environmental Defect shallDefect. To the extent the Independent Expert is determining the validity of an Environmental Defect, subject to this Section 4.04, be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlement. Notwithstanding the foregoing, either Buyer or Seller shall have the right to exclude an Asset ninety (90) days from the sale if date the Independent Expert determines that an Environmental Defect Value exceeds the Allocated Value of the Asset(s) affected thereby. (c) Notwithstanding anything exists to the contrary in this Agreement, (i) if the Environmental Defect Value for a given individual Environmental Defect does not exceed $50,000, then no adjustment to the Purchase Price shall be made for cure such Environmental Defect; (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefore and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excess.

Remedies for Environmental Defects. (a) If If, as of the Closing Date, the Assets are affected by an uncured or otherwise unresolved Environmental Defect noticed pursuant to the provisions of Section 4.11, the affected portion of the Assets shall not be sold, transferred, or conveyed to Buyer at Closing, and the Purchase Price shall, subject to the terms of Section 4.14, be decreased by the Allocated Value of the portion of the Assets so affected. Thereafter, Buyer and Seller shall act reasonably and in good faith either (i) to agree (y) as to the manner of cure for such Environmental Defect or (z) the value of such Environmental Defect and adjust the Final Settlement Statement in the amount thereof net of any Purchase Price adjustment made at Closing, in which event the affected portion of the Assets shall be conveyed to Buyer; provided that if option (y) is agreed to, no assignment of the affected portion of the Assets shall be made as between Seller and Buyer until such agreed cure is accomplished to Buyer’s reasonable satisfaction whereupon the Allocated Value previously deducted from the Purchase Price shall be paid by Buyer to Seller, or (ii) with respect to any Environmental Defect described in a notice delivered in accordance with Section 4.03 is not cured on or before as to which the Closing, and Seller has not elected Parties are unable to exclude agree within 30 days of Closing as to the affected Assets from this sale or Buyer and Seller have not agreed for Seller to indemnify Buyer for validity of the Environmental Defect, then the Environmental Defect Value, or the manner of correction, submit such matter to be determined by an Independent Expert pursuant to Section 4.13. (b) With respect to any Asset which is not sold, transferred, or conveyed to Buyer at the Closing pursuant to the terms of Section 4.12 (a), after the Closing and at such time as any Environmental Defect Value or the manner of correction for an Environmental Defect is determined and, in either event, the amount thereof is determined to be less than the Allocated Value for the affected portion of the Assets, Seller shall have the right (i) in the case of an Environmental Defect Value determination, to have the Purchase Price reduced by only the Environmental Defect Value as so determined or (ii) in the case of the cure determination, to elect to cure the Environmental Defect to Buyer’s reasonable satisfaction. The consequence of (i) shall be that Buyer will pay to Seller an amount equal to the Allocated Value for the affected Assets minus the Environmental Defect Value and the affected portion of the Assets previously retained by Seller shall be conveyed to Buyer. The consequence of (ii) shall be that upon achieving Buyer’s written acknowledgement that the Environmental Defect has been cured to its reasonable satisfaction, the Allocated Value for such previously retained Asset shall be paid to Seller and the affected portion of the Assets shall be conveyed to Buyer. If no Environmental Defect is determined to exist, Buyer shall pay the Allocated Value attributable to the affected portion of the Assets to Seller, and Seller shall convey the previously retained portion of the Assets to Buyer. If the Environmental Defect Value or the cost to cure an Environmental Defect is determined to be greater than the Allocated Value of the affected portion of the Assets, Seller shall retain the affected portion of the Assets, and the Purchase Price shall be reduced by the Environmental Defect Value of such Environmental Defect as agreed by the Parties. (b) If Buyer and Seller have not agreed as to the validity of any asserted Environmental Defect, or if the Parties have not agreed on the Environmental Defect Value therefor, and if Seller shall not have elected to exclude the affected Assets from this sale pursuant to Section 4.03(b)(ii), then either Party shall have the right to elect to have the validity of the asserted Environmental Defect, and/or the Environmental Defect Value for such Environmental Defect, determined by an Independent Expert pursuant to Section 16.03. If the validity of any such asserted Environmental Defect or the amount of any such Environmental Defect Value is not determined by the Closing, the Asset affected by such disputed Environmental Defect shall be excluded from the Closing and the Purchase Price paid at the Closing shall be reduced by the Allocated Value of that Asset. Upon resolution of such dispute, the Allocated Value of that Asset less the Environmental Defect Value, if any, found to be attributable to such Environmental Defect shall, subject to this Section 4.04, be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is part portion of the mutually agreed settlement. Notwithstanding the foregoing, either Buyer or Seller shall have the right to exclude an Asset from the sale if the Environmental Defect Value exceeds the Allocated Value of the Asset(s) affected therebyAssets. (c) Notwithstanding anything to the contrary in this Agreement, (i) if the Environmental Defect Value for a given individual Environmental Defect does not exceed $50,000, then no adjustment to the Purchase Price shall be made for such Environmental Defect; (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefore and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excess.

Remedies for Environmental Defects. Subject to Sections 7.5 and 7.6, the following shall be Buyer’s sole and exclusive remedy with respect to alleged Environmental Defects: (a) If any Upon the receipt of an Environmental Defect described in a notice delivered in accordance with Section 4.03 Notice from Buyer asserting an alleged Environmental Defect, Seller shall have the option, but not the obligation, to attempt to cure such Environmental Defect at any time prior to the Closing. (b) With respect to any Material Environmental Defect (as defined below) that is not reasonably cured on or before the Closing, and Seller has the Environmental Defect Value for such Asset exceeds the Allocated Value for such Asset, either Party may have the option, but not elected the obligation, to exclude the affected Asset from the Assets from this sale or Buyer delivered at Closing and Seller have not agreed for Seller to indemnify Buyer for the Environmental Defect, then the Purchase Price shall be reduced by the Allocated Value of such affected Asset. (c) With respect to each alleged Environmental Defect that is not reasonably cured on or before the Closing and has not been excluded from the transaction pursuant to Section 7.4(b), an amount equal to the Environmental Defect Value of such Environmental Defect as agreed upon in writing by Xxxxx and Seller acting reasonably shall be the Partiesbasis for an adjustment to the Purchase Price. (bd) If Buyer and Seller have not agreed as to (i) on or before Closing upon the validity of any asserted Environmental Defect, or if the Parties parties have not agreed on the Environmental Defect Value therefor, and if Seller shall not have elected to exclude the affected Assets from this sale pursuant to Section 4.03(b)(ii)therefor or (ii) upon whether an alleged Environmental Defect has been reasonably cured, then either Party party by written notice to the other party, delivered before or after Closing, shall have the right to elect to have the validity of the asserted Environmental Defect, and/or the Environmental Defect Value for such Environmental Defect, or the sufficiency of Seller’s cure determined by an Independent Expert pursuant to Section 16.038. If the validity of In no event shall any such asserted Environmental Defect or the amount of any such Environmental Defect Value is not determined by the Closing, the Asset affected by such disputed Environmental Defect shall adjustment be excluded from the Closing and the Purchase Price paid at the Closing shall be reduced by the Allocated Value of that Asset. Upon resolution of such dispute, the Allocated Value of that Asset less the Environmental Defect Value, if any, found to be attributable to such Environmental Defect shall, subject to this Section 4.04, be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlement. Notwithstanding the foregoing, either Buyer or Seller shall have the right to exclude an Asset from the sale if the Environmental Defect Value exceeds the Allocated Value of the Asset(s) affected thereby. (c) Notwithstanding anything to the contrary in this Agreement, (i) if the Environmental Defect Value for a given individual Environmental Defect does not exceed $50,000, then no adjustment made to the Purchase Price with respect to a Material Environmental Defect that is the subject of a dispute pending before the Independent Expert until such dispute is finally resolved as provided in Section 8 hereof. To the extent the Independent Expert is determining the validity of an Environmental Defect, Seller shall be made for have ninety (90) days from the date the Independent Expert determines that an Environmental Defect exists to cure such Environmental Defect; (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefore and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excess.

Remedies for Environmental Defects. (a) If Subject to the Seller’s Representatives’ right to dispute the existence of an Environmental Defect and/or the Remediation Amount asserted with respect thereto prior to the Closing Date, and subject to the rights of the Parties pursuant to Section 7.1(f), in the event that any Environmental Defect described in a notice delivered timely asserted by Buyer in accordance with Section 4.03 14.1(a) is not waived in writing by Buyer or cured on or before Closing, then, subject to the Individual Environmental Defect Threshold and the Environmental Defect Deductible, Buyer shall, at its sole option, elect to: (i) reduce the Participating Purchase Price by the Remediation Amount, which reduction, for purposes of allocation and distribution of the Participating Purchase Price among Sellers, shall be applied against the affected individual Seller’s interest if less than all Sellers are affected by such Environmental Defect; (ii) cause the applicable Sellers to assume responsibility for the Remediation of such Environmental Defect and complete the Remediation with respect to the affected Assets to Buyer’s reasonable satisfaction; or (iii) solely in instances in which the Remediation Amount exceeds 50% of the Allocated Value of the Environmental Defect Property, cause the applicable Sellers to retain their respective interests in the entirety of such Environmental Defect Property and all associated Assets, in which event the Participating Purchase Price shall be reduced by an amount equal to the Allocated Value of such Environmental Defect Property, which reduction, for purposes of allocation and distribution of the Participating Purchase Price among Sellers, shall be applied against the affected individual Seller’s interest if less than all Sellers are affected by such Environmental Defect, and such Environmental Defect Property and associated Assets will constitute “Excluded Assets” for all purposes of this Agreement. If Buyer elects the option set forth in clause (i) above, Buyer shall be deemed to have assumed responsibility for all of the costs and expenses attributable to the Remediation of the Environmental Condition attributable to such Environmental Defect and such responsibility of Buyer shall be deemed to constitute part of the Assumed Obligations hereunder. If Buyer elects the option set forth in clause (ii) above, the affected Sellers shall use reasonable efforts to implement such Remediation in a manner which is consistent with the requirements of Environmental Laws in a timely fashion for the type of Remediation that Seller’s Representatives and Buyer agree that Sellers will undertake and Buyer, effective as of the Closing, grants to Seller’s Representatives, access to the to conduct such Remediation. Notwithstanding anything in this Agreement to the contrary, in those instances HN\1533753.22 in which Buyer’s request to conduct invasive investigations of certain Assets made under Section 12.1(c) is denied by Seller’s Representatives and Seller has not elected Buyer elects to exclude withdraw the affected Assets from the purchase and sale under this sale or Buyer Agreement and Seller have not agreed for Seller such Assets as a consequence are deemed Excluded Assets pursuant to indemnify Buyer for Section 12.1(c), the Environmental Defect, then the Participating Purchase Price shall be reduced by the Environmental Defect Value aggregate amount of the Allocated Values of such Environmental Defect as agreed by Assets (which, for the Parties. (b) If Buyer and Seller have not agreed as to the validity avoidance of any asserted Environmental Defectdoubt, or if the Parties have not agreed on the Environmental Defect Value therefor, and if Seller shall not have elected to exclude only impact the affected Assets from this sale Seller(s)) pursuant to Section 4.03(b)(ii), then either Party 3.3(b)(iv) and such Sellers shall have the right no option to elect pursue any other remedy with respect to have the validity of the asserted Environmental Defect, and/or the Environmental Defect Value for such Environmental Defect, determined by an Independent Expert pursuant to Section 16.03. If the validity of any such asserted Environmental Defect or the amount of any such Environmental Defect Value is not determined by the Closing, the Asset affected by such disputed Environmental Defect shall be excluded from the Closing and the Purchase Price paid at the Closing shall be reduced by the Allocated Value of that Asset. Upon resolution of such dispute, the Allocated Value of that Asset less the Environmental Defect Value, if any, found to be attributable to such Environmental Defect shall, subject to this Section 4.04, be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlement. Notwithstanding the foregoing, either Buyer or Seller shall have the right to exclude an Asset from the sale if the Environmental Defect Value exceeds the Allocated Value of the Asset(s) affected therebysame. (c) Notwithstanding anything to the contrary in this Agreement, (i) if the Environmental Defect Value for a given individual Environmental Defect does not exceed $50,000, then no adjustment to the Purchase Price shall be made for such Environmental Defect; (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefore and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excess.

Remedies for Environmental Defects. (a) If Upon the receipt by Seller of notice from Buyer pursuant to Section 5.4 of any Environmental Defect, Seller shall have the option, but not the obligation, to attempt to Remediate any Environmental Defect. In the event that any such Environmental Defect described in a notice delivered in accordance has not been Remediated by Seller such that the applicable Asset(s) will not be brought into compliance with Section 4.03 is not cured the applicable Environmental Laws on or before the Closing, Seller shall, at its sole election, elect one of the following by so notifying Buyer not later than two (2) business days prior to Closing. a. Subject to the specific limitations set forth in Section 5.6, indemnify Buyer against all liability, loss, cost and Seller has not elected expense resulting from such Environmental Defect in which event the parties shall proceed to exclude Closing and the affected Assets from this sale or Buyer and Seller have not agreed for Asset that is subject to such Environmental Defect shall be conveyed by Seller to indemnify Buyer for the subject to such Environmental Defect, then the Purchase Price shall be reduced with no payment by the Environmental Defect Value Seller or other settlement at Closing as a result of such Environmental Defect as agreed by the Parties. (b) If Buyer and Seller have not agreed as no reduction or adjustment to the validity Purchase Price; b. Subject to the specific limitations set forth in Section 5.6, credit Buyer with the amount of any asserted Environmental Defect, or if the Parties have not agreed on the Actual Environmental Defect Value therefor, and if Seller shall not have elected to exclude (the affected Assets from this sale pursuant to Section 4.03(b)(ii"Environmental Defect Adjustment"), then either Party in which event the parties shall have the right proceed to elect to have the validity of the asserted Environmental Defect, and/or the Environmental Defect Value for such Environmental Defect, determined by an Independent Expert pursuant to Section 16.03. If the validity of any such asserted Environmental Defect or the amount of any such Environmental Defect Value is not determined by the Closing, Closing and the Asset affected by that is subject to such disputed Environmental Defect shall be excluded from the Closing conveyed by Seller to Buyer subject to such Environmental Defect and Buyer shall pay to Seller the Purchase Price paid at as so adjusted; or c. Retain the Closing shall be reduced Asset subject to such Environmental Defect and reduce the Purchase Price by an amount equal to the Allocated Value of such Asset, in which event the parties shall proceed to Closing and the Asset that Asset. Upon resolution of such dispute, the Allocated Value of that Asset less the Environmental Defect Value, if any, found to be attributable is subject to such Environmental Defect shall, subject to this Section 4.04, shall be paid retained by Seller and Buyer shall pay to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlement. Notwithstanding the foregoing, either Buyer or Seller shall have the right to exclude an Asset from the sale if the Environmental Defect Value exceeds the Allocated Value of the Asset(s) affected thereby. (c) Notwithstanding anything to the contrary in this Agreement, (i) if the Environmental Defect Value for a given individual Environmental Defect does not exceed $50,000, then no adjustment to the Purchase Price shall be made for such Environmental Defect; (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefore and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excessas so adjusted.

Remedies for Environmental Defects. (a) If Subject to Seller’s continuing right to dispute the existence of a Environmental Defect and/or the Remediation Amount asserted with respect thereto, in the event that any Environmental Defect described in a notice delivered timely asserted by Buyer in accordance with Section 4.03 3.7(a) is not waived in writing by Buyer or cured on or before the Closing, Seller shall, at its sole option, elect to: (i) subject to the Individual Environmental Threshold and Seller has not elected to exclude the affected Assets from this sale or Buyer and Seller have not agreed for Seller to indemnify Buyer Aggregate Deductible, reduce the Purchase Price by the Remediation Amount; (ii) assume responsibility for the Remediation of such Environmental Defect; (iii) retain the entirety of the Asset that is subject to such Environmental Defect, then together with all associated Assets, by conveying them to Seller or its designee, in which event the Purchase Price shall be reduced by an amount equal to the Environmental Defect Allocated Value of such Asset and such associated Assets; or (iv) if applicable, terminate this Agreement pursuant to Section 11.1(e). If Seller elects the option set forth in clause (i) above, Buyer shall be deemed to have assumed responsibility for Remediation of such Environmental Defect as agreed by and all Liabilities with respect thereto. If Seller elects the Parties. option set forth in clause (bii) If Buyer and Seller have not agreed as to the validity of any asserted Environmental Defectabove, or if the Parties have not agreed on the Environmental Defect Value therefor, and if Seller shall not use reasonable efforts to implement such Remediation in a manner which is consistent with the requirements of Environmental Laws in a timely fashion for the type of Remediation that Seller elects to undertake and shall have elected access to exclude the affected Assets from this sale pursuant to Section 4.03(b)(ii), then either Party shall have the right to elect to have the validity of the asserted Environmental Defect, and/or the Environmental Defect Value for such Environmental Defect, determined by an Independent Expert pursuant to Section 16.03. If the validity of any such asserted Environmental Defect or the amount of any such Environmental Defect Value is not determined by the Closing, the Asset affected by such disputed Environmental Defect shall be excluded from after the Closing Date to implement and the Purchase Price paid at the Closing shall be reduced by the Allocated Value of that Asset. Upon resolution of complete such dispute, the Allocated Value of that Asset less the Environmental Defect Value, if any, found to be attributable to such Environmental Defect shall, subject to this Section 4.04, be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlement. Notwithstanding the foregoing, either Buyer or Seller shall have the right to exclude an Asset from the sale if the Environmental Defect Value exceeds the Allocated Value of the Asset(s) affected thereby. (c) Notwithstanding anything to the contrary in this Agreement, (i) if the Environmental Defect Value for a given individual Environmental Defect does not exceed $50,000, then no adjustment to the Purchase Price shall be made for such Environmental Defect; (ii) if the aggregate adjustment to the Purchase Price determined Remediation in accordance with this an Access Agreement for Title Defects and Environmental Defects does not exceed three percent in substantially the form attached hereto as Exhibit G (3%the “Access Agreement”). Seller will be deemed to have adequately completed the Remediation required in the immediately preceding sentence (A) upon receipt of a certificate or approval from the Purchase Price prior to any adjustments thereto, then no adjustment of applicable Governmental Authority that the Purchase Price shall be made therefore and (iii) if the aggregate adjustment Remediation has been implemented to the Purchase Price determined in accordance extent necessary to comply with this Agreement for Title Defects and Environmental Defects does exceed three percent existing regulatory requirements or (3%B) upon receipt of a certificate from a licensed professional engineer that the Purchase Price prior Remediation has been implemented to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excessextent necessary to comply with existing regulatory requirements.

Remedies for Environmental Defects. (a) If any Environmental Defect described in a notice delivered in accordance with Section 4.03 is not cured on or before the Closing, and Seller has not elected to exclude the affected Assets from this sale or Buyer and Seller have not agreed for Seller to indemnify Buyer for the Environmental Defect, then the Purchase Price shall be reduced by the Environmental Defect Value of such Environmental Defect as agreed by the Parties. (b) If Buyer and Seller have not agreed as to the validity of any asserted Environmental Defect, or if the Parties have not agreed on the Environmental Defect Value therefor, and if Seller shall not have elected then on or before five (5) Business Days prior to exclude the affected Assets from this sale pursuant to Section 4.03(b)(ii), then Closing Date either Party shall have the right to elect to have the validity of the asserted Environmental Defect, and/or the Environmental Defect Value for such Environmental Defect, determined by an Independent Expert pursuant to Section 16.03. If the validity of any such asserted Environmental Defect or the amount of any such Environmental Defect Value is not determined by the Closing, the Asset affected by such disputed Environmental Defect shall be excluded from the Closing and the Purchase Price paid at the Closing shall be reduced by the Allocated Value of value allocated to that Asset. Upon resolution of such dispute, the Allocated Value of that Asset less the Environmental Defect Value, if any, found to be attributable to such Environmental Defect shall, subject to this Section 4.04, be paid by Seller to Buyer to Seller and the Asset conveyed to the Buyer, if that is part of the mutually agreed settlement. Notwithstanding the foregoing, either Buyer or Seller party shall have the unilateral right to exclude an Asset from the sale if the Environmental Defect Value exceeds the Allocated Value of the Asset(s) affected thereby. (c) Notwithstanding anything to the contrary in this Agreement, (i) if the Environmental Defect Value for a given individual Environmental Defect does not exceed $50,00025,000, then no adjustment to the Purchase Price shall be made for such Environmental Defect; (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects (exceeding $25,000) does not exceed three percent two per cent (32%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefore therefore; and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects (exceeding $25,000) does exceed three percent two per cent (32%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excess.

Remedies for Environmental Defects. (a) If For any Environmental Defect described asserted in a notice delivered in accordance with Section 4.03 is an Environmental Defect Notice and not cured on or Remediated to Buyer’s reasonable satisfaction before the Closing, and Seller has not elected to the Parties shall exclude the Assets affected Assets thereby from this sale or the “Assets” to be conveyed to Buyer and Seller have not agreed for Seller to indemnify Buyer for the Environmental Defect, then at Closing (with the Purchase Price adjusted downward by the Allocated Values thereof (such aggregate downward adjustment amount being the “Environmental Purchase Price”)), and shall be reduced by proceed to a subsequent closing on such Assets on the Environmental Defect Value Closing Date (pursuant to the provisions of such Environmental Defect this Article 8), which shall be conducted pursuant to the provisions set forth in Article 11, as agreed by the Partiesapplicable. (b) If Buyer For any Environmental Defect asserted in an Environmental Defect Notice and Seller have not agreed as Remediated to the validity of any asserted Environmental Defect, or if the Parties have not agreed on Buyer’s reasonable satisfaction before the Environmental Defect Closing Date (and subject to Seller’s right to contest the existence of any Environmental Defect or the amount of any Environmental Defect Value therefor, and if Seller shall not have elected to exclude the affected Assets from this sale pursuant to as set forth in Section 4.03(b)(ii8.5(b)), then either Party Seller, in its sole discretion, shall have the right option of: (i) Subject to elect to have Section 8.6, reducing the validity of the asserted Environmental Defect, and/or Purchase Price by the Environmental Defect Value for such Environmental Defect, determined by an Independent Expert pursuant ; or (ii) Assuming responsibility for Remediating the Environmental Defect. Seller must notify Buyer in writing of its election with respect to Section 16.03. If the validity of any each such asserted Environmental Defect or at least four Business Days before the amount Environmental Defect Closing Date (and, if such election is under clause (ii) with respect to any Environmental Defect, such notice must also include a detailed description of Seller’s proposed plan and timing for such Remediation); the failure to so timely notify Buyer with respect to any such Environmental Defect Value is not determined shall be deemed an election by Parties under clause (i) of the Closingpreceding sentence with respect to such Environmental Defect. If Seller has timely notified Buyer in writing of an election under clause (i) with respect to any Environmental Defect, Buyer shall be deemed to have assumed responsibility for Remediation of such Environmental Defect, and all Obligations with respect thereto shall be deemed to constitute Assumed Obligations. If Seller has timely and properly notified Buyer in writing of an election under clause (ii) with respect to any Environmental Defect, Buyer shall at least one Business Day before the Asset affected by such disputed Environmental Defect Closing Date notify Seller in writing whether Buyer approves Seller’s proposed plan and timing for Remediation of such Environmental Defect. If Buyer does not so notify Seller, Buyer shall be excluded deemed to have not approved such plan. If Buyer approves Seller’s plan for Remediation of any Environmental Defect, Seller shall use its best efforts to implement such Remediation in a manner consistent with the requirements of Environmental Laws and such plan, and shall have access to the affected Assets after the Environmental Defect Closing Date to implement and complete such Remediation, and Seller shall remain liable for all Damages arising out of or in connection with such Environmental Defect and such Remediation until such time as the Remediation is completed to Buyer’s reasonable satisfaction. If Buyer does not approve (or is deemed not to have approved) Seller’s proposed plan for Remediation of any Environmental Defect, then Buyer shall have the option to remove and exclude the Asset(s) subject to such Environmental Defect (together with other Assets that are appurtenant thereto) from the Closing “Assets,” and upon such election the Environmental Purchase Price paid at the Closing shall be reduced by the Allocated Values of the Assets so removed and excluded from the “Assets.” (c) If any Asset is subject to an Environmental Defect, the Environmental Defect Value of that Asset. Upon resolution of such dispute, which is greater than the Allocated Value of that Asset less the Environmental Defect Valuesuch Asset, if any, found to be attributable to such Environmental Defect shall, subject to this Section 4.04, be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlement. Notwithstanding the foregoing, either Buyer or Seller shall have the right (in its sole discretion), exercised by delivery of written notice to exclude an Asset from the sale if Seller at least one Business Day before the Environmental Defect Value exceeds Closing Date, to remove and exclude such Asset that is subject to such Environmental Defect, together with all Assets appurtenant thereto, from the Allocated Value of the Asset(s) affected thereby. (c) Notwithstanding anything to the contrary “Assets” in this Agreement, (i) if which case the Environmental Defect Value for a given individual Environmental Defect does not exceed $50,000, then no adjustment to the Purchase Price shall be made for such Environmental Defect; (ii) if the aggregate adjustment reduced by an amount equal to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does not exceed three percent (3%) Allocated Values of the Purchase Price prior to any adjustments thereto, then no adjustment of Assets so removed and excluded from the Purchase Price shall be made therefore and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excess“Assets.”

Remedies for Environmental Defects. (a) If Subject to Xxxxxx’s continuing right to dispute the existence of an Environmental Defect and/or the Remediation Amount asserted with respect thereto, and subject to the rights of the Parties pursuant to Section 14.1(c), in the event that any Environmental Defect described in a notice delivered timely asserted by Buyer in accordance with Section 4.03 12.1 (a) is not waived in writing by Buyer or cured on or before the Closing, then, subject to the Individual Environmental Defect Threshold and the Environmental Deductible, Seller has not elected to exclude shall, at its sole option, elect to: (i) reduce the affected Assets from this sale or Buyer and Seller have not agreed for Seller to indemnify Buyer Purchase Price by the Remediation Amount; (ii) assume responsibility for the Remediation of such Environmental Defect; (iii) retain the entirety of the Environmental Defect Property that is subject to such Environmental Defect, then together with all associated Assets, in which event the Purchase Price shall be reduced by an amount equal to the Environmental Defect Allocated Value of such Environmental Defect as agreed by the Parties.Property and such associated Assets; (biv) If subject to Xxxxx’s right to agree to accept such indemnity, indemnify Buyer and Seller have not agreed as against all Liability resulting from such Environmental Defect with respect to the validity of any asserted Environmental Defect, or if the Parties have not agreed on the Environmental Defect Value thereforProperty pursuant to an indemnity agreement (the “Environmental Indemnity Agreement”) substantially in the form of Exhibit J; or (v) if applicable, and if Seller shall not have elected to exclude the affected Assets from terminate this sale Agreement pursuant to Section 4.03(b)(ii14.1(c). If Seller elects the option set forth in clause (i) above, then either Party if Closing occurs, Buyer shall have the right to elect be deemed to have the validity assumed responsibility for all of the asserted Environmental Defect, and/or costs and expenses attributable to the Remediation of the Environmental Defect Value for such Environmental Defect, determined by an Independent Expert pursuant to Section 16.03. If the validity of any such asserted Environmental Defect or the amount of any such Environmental Defect Value is not determined by the Closing, the Asset affected by such disputed Environmental Defect shall be excluded from the Closing and the Purchase Price paid at the Closing shall be reduced by the Allocated Value of that Asset. Upon resolution of such dispute, the Allocated Value of that Asset less the Environmental Defect Value, if any, found to be Condition attributable to such Environmental Defect shalland all of all Liabilities with respect thereto and such responsibility of Buyer shall be deemed to constitute part of the Assumed Obligations hereunder. If Seller elects the option set forth in clause (ii) above, subject Seller shall use reasonable efforts to this Section 4.04implement such Remediation in a manner which is consistent with the requirements of Environmental Laws in a timely fashion for the type of Remediation that Seller elects to undertake and Buyer, be paid by Buyer effective as of the Closing, grants to Seller and its representatives, access to the Asset conveyed to Buyer, if that is part conduct such Remediation. Seller will be deemed to have adequately completed the Remediation required in the immediately preceding sentence (A) upon receipt of the mutually agreed settlement. Notwithstanding the foregoing, either Buyer a certificate or Seller shall have the right to exclude an Asset approval from the sale if applicable Governmental Authority that the Environmental Defect Value exceeds Remediation has been implemented to the Allocated Value extent necessary to comply with existing Laws or (B) upon receipt of a certificate from a licensed professional engineer that the Asset(s) affected thereby. (c) Remediation has been implemented to the extent necessary to comply with existing Laws. Notwithstanding anything to the contrary in this AgreementArticle XII, (i) if the aggregate Remediation Amounts attributable to the effects of all Environmental Defects upon any Environmental Defect Property shall not exceed the Allocated Value of the Environmental Defect Value for a given individual Environmental Defect does not exceed $50,000, then no adjustment to the Purchase Price shall be made for such Environmental Defect; (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefore and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excessProperty.

Remedies for Environmental Defects. (a) If Subject to Seller’s continuing right to dispute the existence of an Environmental Defect and/or the Remediation Amount asserted with respect thereto, and subject to the rights of the Parties pursuant to Section 14.1(c), in the event that any Environmental Defect described in a notice delivered timely asserted by Buyer in accordance with Section 4.03 12.1(a) is not waived in writing by Buyer or cured to Buyer’s reasonable satisfaction on or before the Closing, and Seller has not elected then, Buyer shall, at its sole option, elect to: (i) reduce the Purchase Price by the Remediation Amount; (ii) if the Remediation Amount applicable to exclude an Environmental Defect equals or exceeds the affected Assets from this sale or Buyer and Seller have not agreed for Seller Allocated Value of the applicable Environmental Defect Property, retain the entirety of such Environmental Defect Property that is subject to indemnify Buyer for the such Environmental Defect, then in which event the Purchase Price shall be reduced by an amount equal to the Environmental Defect Allocated Value of such Environmental Defect as agreed by the Parties.Property; or (biii) If Buyer and Seller have not agreed as to the validity of any asserted Environmental Defectif applicable, or if the Parties have not agreed on the Environmental Defect Value therefor, and if Seller shall not have elected to exclude the affected Assets from terminate this sale Agreement pursuant to Section 4.03(b)(ii14.1(c); (i) except to the extent that (A) Buyer consents in writing to be bound by and subject to the option set forth in clause (ii) above and Seller also elects such option or (B) Seller is permitted to, then either Party and elects to, terminate this Agreement under Section 14.1(c). If Seller elects the option set forth in clause (i) above, Buyer shall have the right to elect be deemed to have the validity assumed responsibility for all of the asserted Environmental Defect, and/or costs and expenses attributable to the Remediation of the Environmental Defect Value for such Environmental Defect, determined by an Independent Expert pursuant to Section 16.03. If the validity of any such asserted Environmental Defect or the amount of any such Environmental Defect Value is not determined by the Closing, the Asset affected by such disputed Environmental Defect shall be excluded from the Closing and the Purchase Price paid at the Closing shall be reduced by the Allocated Value of that Asset. Upon resolution of such dispute, the Allocated Value of that Asset less the Environmental Defect Value, if any, found to be Condition attributable to such Environmental Defect shall, subject and such responsibility of Buyer shall be deemed to this Section 4.04, be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is constitute part of the mutually agreed settlementAssumed Obligations hereunder. Notwithstanding the foregoing, either Buyer or Seller shall have the right to exclude an Asset from the sale if the Environmental Defect Value exceeds the Allocated Value of the Asset(s) affected thereby. (c) Notwithstanding anything to the contrary in this AgreementArticle XII, (i) if the aggregate Remediation Amounts attributable to the effects of all Environmental Defects upon any single Environmental Defect Property may exceed the Allocated Value for a given individual of such Environmental Defect does not exceed $50,000, then no adjustment to the Purchase Price shall be made for such Environmental Defect; (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefore and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excessProperty.

Remedies for Environmental Defects. (a) If Sellers and Purchaser shall attempt to agree on a resolution with respect to any Environmental Defect described in a notice delivered in accordance with Section 4.03 is not cured on or before the prior to Closing. Sellers may, at their collective option (and at their sole cost, risk, and Seller has not elected expense), attempt to exclude the affected Assets from this sale or Buyer and Seller have not agreed cure such Environmental Defect at any time prior to Closing. For each claim asserted by Purchaser for Seller to indemnify Buyer for the an Environmental Defect, then with respect to which the Parties cannot agree upon the Environmental Defect or the Environmental Defect Value (or whether or to what extent the Environmental Defect has been cured or remediated), at the sole option of Purchaser, (i) Sellers shall deliver to Purchaser a written indemnity agreement, in form and substance reasonable satisfactory to Purchaser, under which Sellers agree to fully, jointly and severally indemnify Purchaser from any and all losses, costs, expenses, claims and damages (including diminution in value) arising out of, or resulting from, such Environmental Defect (in which case there shall be no reduction in the Purchase Price), provided that such indemnification obligation shall be limited to the Allocated Value for the affect Asset, or (ii) the Purchase Price shall be reduced by the Environmental Defect Value with respect to each Environmental Defect (or, subject to Section 6.5, in the event that the Parties do not agree upon the existence of an Environmental Defect, or the Environmental Defect Value with respect thereto, Purchaser’s estimate of the Environmental Defect), provided that such reduction in the Purchase Price shall not exceed the Allocated Value for the affected Asset. Notwithstanding the foregoing, in the event that the aggregate of all Environmental Defects affecting an Asset exceeds the Allocated Value of such Environmental Defect as agreed Asset, such Asset shall be removed from the transactions contemplated by this Agreement and the Purchase Price shall be reduced by the PartiesAllocated Value of the Assets, subject to Section 6.5. (b) If Buyer and Seller on or before Closing the Parties have not agreed as to upon the validity of any asserted Environmental Defect, Defect or if the Parties have not agreed on the Environmental Defect Value thereforattributable thereto, and if Seller shall not have elected to exclude the affected Assets from this sale pursuant to Section 4.03(b)(ii), then either Party shall have the right to elect to have the validity of the asserted Environmental Defect, and/or the Environmental Defect Value for such Environmental Defect, determined by an Independent Expert pursuant to Section 16.03. If the validity of any such asserted Environmental Defect or the amount of any such Environmental Defect Value is not determined by the Closing, the Asset affected by such disputed Environmental Defect shall be excluded from the Closing and the Purchase Price paid at the Closing shall be reduced by the Allocated Value of that Asset. Upon resolution of such dispute, the Allocated Value of that Asset less the Environmental Defect Value, if any, found an independent expert pursuant to be attributable to such Environmental Defect shall, subject to this Section 4.04, be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlement. Notwithstanding the foregoing, either Buyer or Seller shall have the right to exclude an Asset from the sale if the Environmental Defect Value exceeds the Allocated Value of the Asset(s) affected thereby6.5. (c) Notwithstanding anything to the contrary in this Agreement, (i) if the Environmental Defect Value for a given individual Environmental Defect does not exceed $50,000, then no any adjustment to the Purchase Price for Environmental Defects shall be made subject to Section 5.5(d). (d) Without limitation of the rights of Purchaser pursuant to this Article 6, Purchaser acknowledges that the Assets have been used for such exploration, development and production of Hydrocarbons and that there may be petroleum, produced water, wastes, or other substances or materials located in, on or under the Assets. Equipment and sites included in the Assets may contain asbestos, hazardous substances (as defined in applicable Environmental Defect; Laws) or naturally occurring radioactive materials (ii) if the aggregate adjustment “NORM”). NORM may affix or attach itself to the Purchase Price determined inside of xxxxx, materials, and equipment as scale or in accordance other forms. The xxxxx, materials and 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 this Agreement various environmental media, including without limitation, water, soils or sediment. Special procedures may be required for Title Defects the assessment, remediation, removal, transportation or disposal of environmental media, wastes, asbestos, hazardous substances, and Environmental Defects does not exceed three percent (3%) of NORM from the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefore and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excessAssets.

Remedies for Environmental Defects. (a) If any Environmental Defect described in a notice delivered in accordance with Section 4.03 4.03(a) is not cured on or before the Closing, and Seller has not elected to exclude the affected Assets from this sale or Buyer and Seller have not agreed for Seller to indemnify Buyer for the Environmental Defect, then the Purchase Price shall be reduced by the Environmental Defect Value of such Environmental Defect as agreed by the Parties. (b) If Buyer and Seller on or before Closing, the Parties have not agreed as to upon the validity of any asserted Environmental Defect, Defect or if the Parties have not agreed on the Environmental Defect Value thereforattributable thereto, and if Seller shall not have elected to exclude the affected Assets from this sale pursuant to Section 4.03(b)(ii), then either Party shall have the right to elect to have the validity of the asserted such Environmental Defect, Defect and/or the such Environmental Defect Value for such Environmental Defect, determined by an Independent Expert pursuant to Section 16.0315.03. If the validity of any such asserted Environmental Defect Defect, or the amount of any such Environmental Defect Value attributable thereto, is not determined by the before Closing, the Asset affected by such disputed Environmental Defect Buyer, at its sole discretion shall be excluded from the Closing and (1) elect not to reduce the Purchase Price paid at Closing by virtue of such disputed Environmental Defect or Environmental Defect Value, and upon the Closing shall be reduced by the Allocated Value of that Asset. Upon final resolution of such dispute, the Allocated Value of that Asset less dispute the Environmental Defect Value, if any, found to be attributable to such Environmental Defect shall, subject to this Section 4.04Section, be paid promptly refunded by Seller to Buyer to Seller and or (2) exclude the Asset conveyed to Buyer, if that is part of and reduce the mutually agreed settlement. Notwithstanding the foregoing, either Buyer or Seller shall have the right to exclude an Asset from the sale if the Environmental Defect Value exceeds Purchase Price by the Allocated Value of the Asset(s) affected therebyValue. (c) Notwithstanding anything to the contrary in this Agreement, (i) if the Environmental Defect Value for a given individual Environmental Defect does not exceed $50,000, then no adjustment to the Purchase Price shall be made for such Environmental Defect; (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does not exceed three one percent (31.0%) of the Purchase, then no adjustments of the Purchase Price shall be made for Environmental Defects and if the total Environmental Defects does not exceed one percent (1.0%) of the Purchase Price prior to any adjustments theretothereto (the “Environmental Defect Deductible”), then no adjustment of the Purchase Price shall be made therefore and (iii) if for Environmental Defects. The Allocated Value of any Asset excluded by Buyer from the aggregate adjustment to sale under this Agreement will reduce the Purchase Price determined but cannot be used by Buyer in accordance with this Agreement for Title Defects and meeting the Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excessDefect Deductible.

Remedies for Environmental Defects. (a) If Subject to the continuing right of Sellers to dispute the existence of an asserted Environmental Defect and/or the asserted Environmental Defect Value and subject to the rights of the Parties under Section 13.01(g), if any Environmental Defect described in a notice delivered timely asserted by Buyer in accordance with Section 4.03 5.03 is not waived in writing by Buyer or cured on or before the Closing, and Seller has not elected Sellers shall, at Sellers’ sole option, elect to: (i) subject to exclude Section 5.04(c), reduce the affected Assets from this sale or Buyer and Seller have not agreed for Seller to indemnify Buyer Purchase Price by the Environmental Defect Value for the Environmental Defect as determined in accordance with Section 5.02(c) or Article XVIII (which shall cause such alleged Environmental Defect to become an Assumed Obligation under Section 16.02); (ii) indemnify Buyer against all claims resulting from the Environmental Defect under an indemnity agreement in the form attached hereto as Exhibit F; or (iii) retain the entirety of the Asset that is subject to such Environmental Defect, then together with all associated Assets, in which event the Purchase Price shall be reduced by an amount equal to the Allocated Value of the Asset and all associated Assets (which shall be deemed Excluded Assets, except as otherwise provided below in this Section 5.04(a)(iii)). Following Closing, Sellers will have the Cure Period to cure any such Environmental Defect. Sellers are not obligated to cure any Environmental Defect during the Cure Period, but if an Environmental Defect is cured before the expiration of the Cure Period, then Sellers shall promptly convey the affected retained Asset and all associated Assets to Buyer effective as of the Effective Time, and Buyer shall contemporaneously with the receipt of such conveyance, pay Sellers the Allocated Value of the affected Asset and all associated Assets, subject to Purchase Price Adjustments as set forth herein, and upon such conveyance and payment such Asset and associated Assets shall no longer be {1919007;4} - 25 - deemed Excluded Assets. If Sellers are unable to cure any such Environmental Defect as agreed by before expiration of the PartiesCure Period, then Sellers shall retain the affected retained Asset and all associated Assets, which will permanently be deemed Excluded Assets and Buyer will have no further obligation to purchase such retained Asset and associated Assets. (b) If at or before the Closing Buyer and Seller Sellers have not agreed as to on the validity of any asserted Environmental Defect, Defect or if the Parties have not agreed on the Environmental Defect Value therefor, attributable to the Environmental Defect and if Seller shall Sellers have not have elected to exclude indemnify the affected Buyer with respect to the Environmental Defect under Section 5.04(a)(ii) or to retain the Assets from this sale pursuant to associated with the Environmental Defect under Section 4.03(b)(ii5.04(a)(iii), then either Party Buyer or Sellers shall have the right to elect to have the Dispute regarding the validity of the asserted Environmental Defect, and/or Defect or the Environmental Defect Value for such Environmental Defect, determined by an Independent Expert pursuant to Section 16.03in accordance with Article XVIII. If the validity of any such asserted Environmental Defect or the amount of any such Environmental Defect Value is not determined by the ClosingIn that event, the Asset affected by such disputed Environmental Defect shall be excluded from the Closing and the Purchase Price paid at the Closing shall not be reduced by virtue of the Allocated Value of that Asset. Upon disputed Environmental Defect or Environmental Defect Value, but on the final resolution of such dispute, the Allocated Value of that Asset less Dispute the Environmental Defect Value, if any, found to be attributable to such the Environmental Defect shall, subject to this Section 4.045.04(c), be paid refunded by Sellers to Buyer to Seller and the Asset conveyed to Buyer, if that is part within five (5) Business Days of the mutually agreed settlement. Notwithstanding the foregoing, either Buyer or Seller shall have the right to exclude an Asset from the sale if the Environmental Defect Value exceeds the Allocated Value of the Asset(s) affected therebysuch resolution. (c) Notwithstanding anything to the contrary in this Agreement, Agreement (i) if the Environmental Defect Value for a given particular individual Environmental Defect does not exceed $50,000, then no adjustment to the Purchase Price shall be made for such the Environmental Defect; , (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects (exceeding $50,000) does not exceed three two percent (32%) of the Unadjusted Purchase Price prior to any adjustments theretoother adjustments, then no adjustment of the Purchase Price shall be made therefore on account of Environmental Defects and , and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects (exceeding $50,000) does exceed three two percent (32%) of the Unadjusted Purchase Price prior to any adjustments theretoother adjustments, then the Purchase Price shall only be adjusted only by the amount of such the excess.

Remedies for Environmental Defects. (a) If Subject to SM’s continuing right to dispute the existence of an Environmental Defect or the Remediation Amount asserted with respect thereto and subject to the Individual Environmental Threshold and the Aggregate Deductible, in the event that any Environmental Defect described in a notice delivered timely asserted by Buyers in accordance with Section 4.03 7.1(a) is not waived in writing by Buyers or cured on or before the Closing, and Seller has not elected to exclude the affected Assets from this sale or Buyer and Seller have not agreed for Seller to indemnify Buyer for the Environmental Defect, then Parties shall mutually elect to: (i) reduce the Purchase Price shall be reduced by the Environmental Defect Value of such Environmental Defect as agreed by the Parties. (b) If Buyer and Seller have not agreed as to the validity of any asserted Environmental Defect, or if the Parties have not agreed on the Environmental Defect Value therefor, and if Seller shall not have elected to exclude the affected Assets from this sale pursuant to Section 4.03(b)(ii), then either Party shall have the right to elect to have the validity of the asserted Environmental Defect, and/or the Environmental Defect Value Remediation Amount for such Environmental Defect, determined by an Independent Expert pursuant to Section 16.03. If ; (ii) have SM assume responsibility for the validity Remediation of any such asserted Environmental Defect; (iii) have SM retain the entirety of the Environmental Defect or the amount of any Property subject to such Environmental Defect Value is not determined by the ClosingDefect, the Asset affected by such disputed Environmental Defect shall be excluded from the Closing together with all associated Assets, and reduce the Purchase Price paid at the Closing shall be reduced by the Allocated Value of that Asset. Upon resolution of such dispute, the Allocated Value of that Asset less the Environmental Defect Value, if any, found an amount equal to be attributable to such Environmental Defect shall, subject to this Section 4.04, be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlement. Notwithstanding the foregoing, either Buyer or Seller shall have the right to exclude an Asset from the sale if the Environmental Defect Value exceeds the Allocated Value of the Asset(s) affected thereby.Environmental Defect Property and associated Assets; or (civ) Notwithstanding anything indemnify Buyers against all Liability resulting from such Environmental Defect with respect to the contrary Assets pursuant to an indemnity agreement in this Agreement, a form mutually agreeable to the Parties. If the Parties elect the option set forth in clause (i) if above, each Buyer shall be deemed to have assumed responsibility, severally and not jointly, for its Proportionate Share of all costs and expenses attributable to the Remediation of the applicable Environmental Defect Value for a given individual Environmental Defect does not exceed $50,000, then no adjustment (net to the Purchase Price Assets) and all Liabilities (net to the Assets) with respect thereto, and each Buyer’s obligations with respect to the foregoing shall be made for such Environmental Defect; deemed to constitute part of the Assumed Obligations. If the Parties elect the option set forth in clause (ii) if above, SM shall use its reasonable efforts to implement such Remediation in a manner that is consistent with the aggregate adjustment requirements of Environmental Laws in a timely fashion for the type of Remediation that SM elects to undertake. SM will be deemed to have adequately completed the Remediation required in the immediately preceding sentence at such time that the Remediation has been implemented to the Purchase Price determined extent necessary to comply with existing regulatory requirements. In the event that the Parties do not agree in writing by the Closing on an election of alternative (i), (ii), (iii) or (iv) above with respect to any Environmental Defect properly asserted by Buyers in accordance with this Agreement for Title Defects and Environmental Defects does not exceed three percent (3%) of the Purchase Price prior to any adjustments theretoSection 7.1(a), then no adjustment of the Purchase Price shall be made therefore and (iiiA) if the aggregate adjustment to Remediation Amount is less than the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) Allocated Value of the Purchase Price prior to any adjustments theretoaffected Environmental Defect Property, then the Purchase Price Parties shall only be adjusted by deemed to have elected alternative (i) as the amount of such excess.remedy and

Remedies for Environmental Defects. (a) If Subject to Seller’s continuing right to dispute the existence of an Environmental Defect and/or the Lowest Cost Response therefor pursuant to Section 4.11, Seller shall have the option, but not the obligation, to attempt to cure, or cause to be cured, any Environmental Defect described in a notice delivered in accordance with Section 4.03 prior to Closing. In the event that any Environmental Defect is not cured on or before Closing: (a) unless the ClosingParties elect the remedy set forth in Section 5.04(b), and Seller has not elected subject to exclude the affected Assets from this sale or Buyer and Seller have not agreed for Seller to indemnify Buyer for the Environmental DefectSection 5.04(b), then the Purchase Price shall be reduced by an amount determined by the mutual agreement of the Parties to be the Lowest Cost Response to cure such Environmental Defect, in which event the Parties shall (subject to the other terms of this Agreement) proceed to Closing, each Environmental Defect Property shall be assigned to Buyer subject to such Environmental Defect and Buyer shall pay to Seller the Purchase Price as so adjusted (such adjustment being herein referred to as the “Environmental Defect Amount”); or (b) if the Parties mutually agree, the Environmental Defect Property shall be retained by Seller and the Purchase Price shall be reduced by an amount equal to the Allocated Value (or portion thereof allocable thereto) of each Environmental Defect Property, in which event such Environmental Defect Property shall become an Excluded Asset, the Parties shall (subject to the other terms of this Agreement) proceed to Closing, and Buyer shall pay to Seller the Purchase Price as so adjusted; (c) unless the Parties elect the remedy set forth in Section 5.04(b), where the Parties do not mutually agree upon the existence of an Environmental Defect or the Lowest Cost Response required to cure an Environmental Defect, subject to the dispute resolution procedures set forth in Section 4.11 and Section 5.04(e), the Parties shall proceed to Closing, in which event each Environmental Defect Property shall be assigned to Buyer subject to the Environmental Defect, and Buyer shall pay to Seller the Allocated Value of such Environmental Defect as agreed by Property, subject to adjustment following Closing based upon the Parties.determination made in accordance with Section 4.11; (bd) If Buyer Notwithstanding Section 5.04(b) and Seller have not agreed as to the validity of any asserted Environmental Defect(c), or if the Parties have not agreed on the Environmental Defect Value therefor, and if Seller shall not have elected with respect to exclude the affected Assets from this sale pursuant to Section 4.03(b)(ii), then either Party shall have the right to elect to have the validity of the asserted Environmental Defect, and/or the any Environmental Defect Value for such Environmental Defectis determined, determined in good faith, by an Independent Expert pursuant Buyer to Section 16.03. If the validity of any such asserted Environmental Defect be equal to, or the amount of any such Environmental Defect Value is not determined by the Closing, the Asset affected by such disputed Environmental Defect shall be excluded from the Closing and the Purchase Price paid at the Closing shall be reduced by the Allocated Value of that Asset. Upon resolution of such disputein excess of, the Allocated Value of that Asset less the Environmental Defect ValueProperty affected by such Environmental Defect, if anythen Buyer shall have the right, found in its sole discretion, to be attributable to exclude such Environmental Defect shall, subject Property from this transaction. If Buyer elects to exclude an Environmental Defect Property pursuant to this Section 4.045.04(b), then such Environmental Defect Property shall be paid transferred by Buyer the Company to Seller or its designee and the Asset conveyed to Buyer, if that is part of the mutually agreed settlement. Notwithstanding the foregoing, either Buyer or Seller shall have the right to exclude an Asset from the sale if the Environmental Defect Value exceeds the Allocated Value of the Asset(s) affected thereby. (c) Notwithstanding anything to the contrary in this Agreement, (i) if the Environmental Defect Value for a given individual Environmental Defect does not exceed $50,000, then no adjustment to the Purchase Price shall be made for reduced by an amount equal to the Allocated Value (or portion thereof allocable thereto) of such Environmental Defect; Defect Property, in which event such Environmental Defect Property shall become an Excluded Asset, and the Parties shall (iisubject to the other terms of this Agreement) if the aggregate adjustment proceed to Closing, and Buyer shall pay to Seller the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefore and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excessas so adjusted.

Remedies for Environmental Defects. (a) If If, as of the Closing Date, the Assets are affected by an uncured or otherwise unresolved Environmental Defect noticed pursuant to the provisions of Section 4.11, the affected portion of the Assets shall not be sold, transferred, or conveyed to Buyer at Closing, and the Purchase Price shall, subject to the terms of Section 4.14, be decreased by the Allocated Value of the portion of the Assets so affected. Thereafter, Buyer and Seller shall act reasonably and in good faith either (i) to agree (y) as to the manner of cure for such Environmental Defect or (z) the value of such Environmental Defect and adjust the Final Settlement Statement in the amount thereof net of any Purchase Price adjustment made at Closing (subject to the terms of Section 4.14), in which event the affected portion of the Assets shall be conveyed to Buyer; provided, that if option (y) is agreed to, no assignment of the affected portion of the Assets shall be made as between Seller and Buyer until such agreed cure is accomplished to Buyer's reasonable satisfaction whereupon the Allocated Value previously deducted from the Purchase Price shall be paid to Seller, or (ii) with respect to any Environmental Defect described in a notice delivered in accordance with Section 4.03 is not cured on or before as to which the Closing, and Seller has not elected Parties are unable to exclude agree within 30 days of Closing as to the affected Assets from this sale or Buyer and Seller have not agreed for Seller to indemnify Buyer for validity of the Environmental Defect, then the Environmental Defect Value, or the manner of correction, submit such matter to be determined by an Independent Expert pursuant to Section 4.13. (b) With respect to any Asset which is not sold, transferred, or conveyed to Buyer at the Closing pursuant to the terms of Section 4.12(a), after the Closing and at such time as any Environmental Defect Value or the manner of correction for an Environmental Defect is determined and, in either event, the amount thereof is determined to be less than the Allocated Value for the affected portion of the Assets, Seller shall have the right (i) in the case of an Environmental Defect Value determination, to have the Purchase Price reduced (subject to the terms of Section 4.14), by only the Environmental Defect Value as so determined or (ii) in the case of the cure determination, to elect to cure the Environmental Defect to Buyer's reasonable satisfaction. The consequence of (i) shall be that Buyer will pay to Seller an amount equal to the Allocated Value for the affected Assets minus the Environmental Defect Value (subject to the terms of Section 4.14) and the affected portion of the Assets previously retained by Seller shall be conveyed to Buyer. The consequence of (ii) shall be that upon achieving Buyer's written acknowledgement that the Environmental Defect has been cured to its reasonable satisfaction, the Allocated Value for such previously retained Asset shall be paid to Seller and the affected portion of the Assets shall be conveyed to Buyer. If no Environmental Defect is determined to exist, Buyer shall pay the Allocated Value attributable to the affected portion of the Assets to Seller, and Seller shall convey the previously retained portion of the Assets to Buyer. If the Environmental Defect Value or the cost to cure an Environmental Defect is determined to be greater than the Allocated Value of the affected portion of the Assets, Seller may retain the affected portion of the Assets, and the Purchase Price shall be reduced by the Environmental Defect Value of such Environmental Defect as agreed by the Parties. (b) If Buyer and Seller have not agreed as to the validity of any asserted Environmental Defect, or if the Parties have not agreed on the Environmental Defect Value therefor, and if Seller shall not have elected to exclude the affected Assets from this sale pursuant to Section 4.03(b)(ii), then either Party shall have the right to elect to have the validity of the asserted Environmental Defect, and/or the Environmental Defect Value for such Environmental Defect, determined by an Independent Expert pursuant to Section 16.03. If the validity of any such asserted Environmental Defect or the amount of any such Environmental Defect Value is not determined by the Closing, the Asset affected by such disputed Environmental Defect shall be excluded from the Closing and the Purchase Price paid at the Closing shall be reduced by the Allocated Value of that Asset. Upon resolution of such dispute, the Allocated Value of that Asset less the Environmental Defect Value, if any, found to be attributable to such Environmental Defect shall, subject to this Section 4.04, be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is part portion of the mutually agreed settlement. Notwithstanding the foregoing, either Buyer or Seller shall have the right to exclude an Asset from the sale if the Environmental Defect Value exceeds the Allocated Value of the Asset(s) affected therebyAssets. (c) Notwithstanding anything to the contrary in this Agreement, (i) if the Environmental Defect Value for a given individual Environmental Defect does not exceed $50,000, then no adjustment to the Purchase Price shall be made for such Environmental Defect; (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefore and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excess.

Remedies for Environmental Defects. Subject to Sections 7.5 and 7.6, the following shall be Buyer’s sole and exclusive remedy with respect to alleged Environmental Defects: (a) If any Upon the receipt of an Environmental Defect described in a notice delivered in accordance with Section 4.03 Notice from Buyer asserting an alleged Environmental Defect, Seller shall have the option, but not the obligation, to attempt to cure such Environmental Defect at any time prior to the Closing. (b) With respect to any alleged Environmental Defect that is not reasonably cured on or before the Closing, and Seller has not elected to either Party may exclude the affected Asset from the Assets from this sale or Buyer delivered at Closing and Seller have not agreed for Seller to indemnify Buyer for the Environmental Defect, then the Purchase Price shall be reduced by the Allocated Value of such affected Asset. (c) If an alleged Environmental Defect is not reasonably cured on or before the Closing and the affected Asset has not been excluded from the transaction, Seller may elect to attempt to cure the Environmental Defect within ninety (90) days after Closing. If Seller does not elect to cure the Environmental Defect, the Purchase Price shall be reduced at Closing by the Environmental Defect Value of such therefore. If Seller elects to cure the Environmental Defect as agreed within ninety (90) days following the Closing Date but fails to do so, Seller will pay Buyer the amount equal to the Environmental Defect Value and the Purchase Price hereunder will be deemed to be reduced by the Partiesamount of the Environmental Defect Value. (bd) If Buyer and Seller have not agreed as to (i) on or before Closing upon the validity of any asserted Environmental Defect, or if the Parties parties have not agreed on the Environmental Defect Value therefor, and if Seller shall not have elected to exclude the affected Assets from this sale pursuant to Section 4.03(b)(ii)or (ii) upon whether an alleged Environmental Defect has been reasonably cured, then either Party party by written notice to the other party, delivered before or after Closing, shall have the right to elect to have the validity of the asserted Environmental Defect, and/or the Environmental Defect Value for such Environmental Defect, or the sufficiency of Seller’s cure determined by an Independent Expert pursuant to Section 16.038. If To the extent the Independent Expert is determining the validity of any such asserted an Environmental Defect or the amount of any such Environmental Defect Value is not determined by the ClosingDefect, the Asset affected by such disputed Environmental Defect shall be excluded from the Closing and the Purchase Price paid at the Closing shall be reduced by the Allocated Value of that Asset. Upon resolution of such dispute, the Allocated Value of that Asset less the Environmental Defect Value, if any, found to be attributable to such Environmental Defect shall, subject to this Section 4.04, be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlement. Notwithstanding the foregoing, either Buyer or Seller shall have the right to exclude an Asset ninety (90) days from the sale if date the Independent Expert determines that an Environmental Defect Value exceeds the Allocated Value of the Asset(s) affected thereby. (c) Notwithstanding anything exists to the contrary in this Agreement, (i) if the Environmental Defect Value for a given individual Environmental Defect does not exceed $50,000, then no adjustment to the Purchase Price shall be made for cure such Environmental Defect; (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefore and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excess.

Remedies for Environmental Defects. (a) If any Environmental Defect described in a notice delivered in accordance with Section 4.03 is not cured to Buyer’s reasonable satisfaction on or before the Closing, and Seller neither Party has not elected to exclude the affected Assets from this sale or Buyer and Seller have not agreed for Seller pursuant to indemnify Buyer for the Environmental DefectSubsection 4.04(b), then the Purchase Price shall be reduced by the Environmental Defect Value of such Environmental Defect as agreed by the PartiesParties and the Asset shall be transferred to Buyer at Closing without further claim against Seller, with respect to such Environmental Defect. (b) If Buyer and Seller on or before Closing the Parties have not agreed as to upon the validity of any asserted Environmental Defect, Defect or if the Parties have not agreed on the Environmental Defect Value thereforattributable thereto, and if Seller then (i) the Seller’s good faith estimate of the Environmental Defect Value(s) shall not have elected to exclude be used for the affected Assets from this sale purposes of determining the Purchase Price reflected on the Statement pursuant to Section 4.03(b)(ii)10.03, then subject to and without waiver of either Party shall have the Party’s right to elect to have the validity of the asserted such Environmental Defect, Defect and/or the such Environmental Defect Value for such Environmental Defect, determined by an Independent Expert pursuant to Section 16.03. If 16.03 following Closing, and (ii) Seller shall assign the affected Asset(s) to Buyer at Closing, subject to the determination of the validity of any such asserted Environmental Defect or the amount of any such and/or Environmental Defect Value is not determined by the Closing, the Asset affected by such disputed Environmental Defect shall be excluded from the Closing Independent Expert and any necessary adjustments to the Purchase Price paid at on the Closing shall be reduced by the Allocated Value of that Asset. Upon resolution of such dispute, the Allocated Value of that Asset less the Environmental Defect Value, if any, found final Accounting Statement pursuant to be attributable to such Environmental Defect shall, subject to this Section 4.04, be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlement12.02. Notwithstanding the foregoing, either Buyer or Seller shall have the right to exclude an Asset from the sale if Buyer’s Environmental Consultant’s estimate of the Environmental Defect Value exceeds fifty percent (50%) of the Allocated Value of the Asset(s) affected thereby, in which case the affected Asset shall be excluded from the Assets 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. (c) Notwithstanding anything to the contrary in this Agreement, (i) if the Environmental Defect Value for a given individual Environmental Defect does not exceed $50,00075,000, then no adjustment to the Purchase Price shall be made for such Environmental Defect; (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does not exceed three one and one-half percent (31.5%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefore therefore; and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excess.aggregate

Remedies for Environmental Defects. (a) If Subject to the continuing right of Seller to dispute the existence of an asserted Environmental Defect or the asserted Environmental Defect Value and subject to the rights of the Parties under Section 13.01(d), if any Environmental Defect described in a notice delivered timely asserted by Buyer in accordance with Section 4.03 5.03 is not waived in writing by Buyer or cured on or before the Closing, and Seller has not elected the Parties shall mutually agree to: (i) subject to exclude Section 5.04(c), reduce the affected Assets from this sale or Buyer and Seller have not agreed for Seller to indemnify Buyer Purchase Price by the Environmental Defect Value for the Environmental Defect as determined in accordance with Section 5.02(c) or Article XVIII (which reduction shall cause such alleged Environmental Defect to become an Assumed Obligation under Section 16.02); (ii) have Seller indemnify Buyer against all claims resulting from the Environmental Defect pursuant to an indemnity agreement (the “Environmental Indemnity Agreement”) in a form mutually agreeable to the Parties; or (iii) have Seller retain the entirety of the Asset that is subject to such Environmental Defect, then together with all associated Assets, in which event the Purchase Price shall be reduced by an amount equal to the Environmental Defect Allocated Value of the Asset and the associated Assets. provided, however, that if the Parties cannot mutually agree on a remedy for an Environmental Defect, then they shall be deemed to have elected the remedy set forth in Section 5.04(a)(iii) with respect to such Environmental Defect as agreed by the PartiesDefect. (b) If at or before the Closing Buyer and Seller have not agreed as to on the validity of any asserted Environmental Defect, Defect or if the Parties have not agreed on the Environmental Defect Value thereforattributable to the Environmental Defect, and if Buyer or Seller shall not have elected to exclude the affected Assets from this sale pursuant to Section 4.03(b)(ii), then either Party shall have the right to elect to have the Dispute regarding the validity of the asserted Environmental Defect, and/or Defect or the Environmental Defect Value for such Environmental Defect, determined by an Independent Expert pursuant to Section 16.03in accordance with Article XVIII. If the validity of any such asserted Environmental Defect or the amount of any such Environmental Defect Value is not determined by the ClosingIn that event, the Asset affected by such disputed Environmental Defect shall be excluded from the Closing and the Purchase Price paid at the Closing shall be reduced with respect to the disputed Environmental Defect or Environmental Defect Value, in each case, in an amount equal to the lesser of (i) the average of the Environmental Defect Value proposed by Buyer in Buyer’s Environmental Defect Notice and the Environmental Defect Value determined by Seller in good faith, and (ii) the Allocated Value of that such Asset, and Buyer shall pay such amount to the Escrow Agent at Closing. Upon the final resolution of such disputethe Dispute, the Allocated Value of that Asset less Parties shall promptly instruct the Environmental Defect ValueEscrow Agent to release such amount (together with interest accrued thereon) to Buyer or Seller, if anyas applicable, found to be attributable to such Environmental Defect shall, subject to this Section 4.04, be paid by Buyer to Seller and in accordance with the Asset conveyed to Buyer, if that is part resolution of the mutually agreed settlement. Notwithstanding the foregoingDispute, either Buyer or Seller shall have the right to exclude an Asset from the sale if the Environmental Defect Value exceeds the Allocated Value within five (5) Business Days of the Asset(s) affected therebysuch resolution. (c) Notwithstanding anything to the contrary in this Agreement, Agreement (i) if the Environmental Defect Value for a given particular individual Environmental Defect does not exceed $50,000, then no adjustment to the Purchase Price shall be made for such the Environmental Defect; , (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects (each exceeding $50,000) does not exceed three one and one quarter percent (31.25%) of the Unadjusted Purchase Price prior to any adjustments theretoPrice, then no adjustment of the Purchase Price shall be made therefore on account of Environmental Defects, and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects (each exceeding $50,000) does exceed three one and one quarter percent (31.25%) of the Unadjusted Purchase Price prior to any adjustments theretoPrice, then the Purchase Price shall only be adjusted only by the amount of such the excess.

Remedies for Environmental Defects. (a) If If, as of the Closing Date, any Asset is affected by an uncured or otherwise unresolved Environmental Defect noticed pursuant to the provisions of Section 4.10, the affected portion of the Assets shall not be sold, transferred, or conveyed to Buyer at Closing, and the Purchase Price shall, subject to the terms of Section 4.13, be decreased by the Allocated Value of the portion of the Assets so affected. With respect to any Environmental Defect described in as to which Buyer and Seller are unable to agree within ten (10) days of Closing (or, with respect to those Assets subject to a notice delivered in accordance with Section 4.03 is not cured Secondary Environmental Notification, on or before July 26, 2018) as to the Closing, and Seller has not elected to exclude the affected Assets from this sale or Buyer and Seller have not agreed for Seller to indemnify Buyer for validity of the Environmental Defect, then the Environmental Defect Value, or the manner of correction, either Buyer or Seller may submit such matter for determination by an Independent Expert pursuant to Section 4.12(a). (b) With respect to any Asset that is not sold, transferred, or conveyed to Buyer at the Closing pursuant to the terms of Section 4.11(a), after the Closing and at such time as any Environmental Defect Value or the manner of correction for an Environmental Defect is determined and, in either event, the amount thereof is determined to be less than the Allocated Value for the affected portion of the Assets, Seller shall have the right (i) in the case of an Environmental Defect Value determination, to have the Purchase Price reduced by only the Environmental Defect Value as so determined or (ii) in the case of the cure determination, to elect to cure the Environmental Defect to Buyer’s reasonable satisfaction. The consequence of (i) shall be that Buyer will pay to Seller an amount equal to the Allocated Value for the affected Assets (as otherwise adjusted pursuant to the terms of this Agreement) minus the Environmental Defect Value and the affected portion of the Assets previously retained by Seller shall be conveyed to Buyer. The consequence of (ii) shall be that upon achieving Buyer’s written acknowledgment that the Environmental Defect has been cured to its reasonable satisfaction, the Allocated Value for such previously retained Asset (as otherwise adjusted pursuant to the terms of this Agreement) shall be paid to Seller and the affected portion of the Assets shall be conveyed to Buyer. If no Environmental Defect is determined to exist, Buyer shall pay the Allocated Value attributable to the affected portion of the Assets to Seller, and Seller shall convey the previously retained portion of the Assets to Buyer. If the Environmental Defect Value or the cost to cure an Environmental Defect is determined to be greater than the Allocated Value of the affected portion of the Assets, Seller shall retain the affected portion of the Assets, and the Purchase Price shall be reduced by the Environmental Defect Value of such Environmental Defect as agreed by the Parties. (b) If Buyer and Seller have not agreed as to the validity of any asserted Environmental Defect, or if the Parties have not agreed on the Environmental Defect Value therefor, and if Seller shall not have elected to exclude the affected Assets from this sale pursuant to Section 4.03(b)(ii), then either Party shall have the right to elect to have the validity of the asserted Environmental Defect, and/or the Environmental Defect Value for such Environmental Defect, determined by an Independent Expert pursuant to Section 16.03. If the validity of any such asserted Environmental Defect or the amount of any such Environmental Defect Value is not determined by the Closing, the Asset affected by such disputed Environmental Defect shall be excluded from the Closing and the Purchase Price paid at the Closing shall be reduced by the Allocated Value of that Asset. Upon resolution of such dispute, the Allocated Value of that Asset less the Environmental Defect Value, if any, found to be attributable to such Environmental Defect shall, subject to this Section 4.04, be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is part portion of the mutually agreed settlement. Notwithstanding the foregoing, either Buyer or Seller shall have the right to exclude an Asset from the sale if the Environmental Defect Value exceeds the Allocated Value of the Asset(s) affected therebyAssets. (c) Notwithstanding anything to the contrary in this Agreement, (i) if the Environmental Defect Value for a given individual Environmental Defect does not exceed $50,000, then no adjustment to the Purchase Price shall be made for such Environmental Defect; (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefore and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excess.

Remedies for Environmental Defects. (a) If If, as of the Closing Date, the Assets are affected by an uncured or otherwise unresolved Environmental Defect noticed pursuant to the provisions of Section 4.11, the affected portion of the Assets shall not be sold, transferred, or conveyed to Buyer at Closing, and the Purchase Price shall, subject to the terms of Section 4.14, be decreased by the Allocated Value of the portion of the Assets so affected. Thereafter, Buyer and Seller shall act reasonably and in good faith either (i) to agree (y) as to the manner of cure for such Environmental Defect or (z) the value of such Environmental Defect and adjust the Final Settlement Statement in the amount thereof net of any Purchase Price adjustment made at Closing, in which event the affected portion of the Assets shall be conveyed to Buyer; provided that if option (y) is agreed to, no assignment of the affected portion of the Assets shall be made as between Seller and Buyer until such agreed cure is accomplished to Buyer’s reasonable satisfaction whereupon the Allocated Value previously deducted from the Purchase Price shall be paid to Seller, or (ii) with respect to any Environmental Defect described in a notice delivered in accordance with Section 4.03 is not cured on or before as to which the Closing, and Seller has not elected Parties are unable to exclude agree within 30 days after Closing as to the affected Assets from this sale or Buyer and Seller have not agreed for Seller to indemnify Buyer for validity of the Environmental Defect, then the Environmental Defect Value, or the manner of correction, submit such matter to be determined by an Independent Expert pursuant to Section 4.13. (b) With respect to any Asset which is not sold, transferred, or conveyed to Buyer at the Closing pursuant to the terms of Section 4.12(a), after the Closing and at such time as any Environmental Defect Value or the manner of correction for an Environmental Defect is determined and, in either event, the amount thereof is determined to be less than the Allocated Value for the affected portion of the Assets, Seller shall have the right (i) in the case of an Environmental Defect Value determination, to have the Purchase Price reduced by only the Environmental Defect Value as so determined or (ii) in the case of the cure determination, to elect to cure the Environmental Defect to Buyer’s reasonable satisfaction. The consequence of (i) shall be that Buyer will pay to Seller an amount equal to the Allocated Value for the affected Assets minus the Environmental Defect Value and the affected portion of the Assets previously retained by Seller shall be conveyed to Buyer. The consequence of (ii) shall be that upon achieving Buyer’s written acknowledgement that the Environmental Defect has been cured to its reasonable satisfaction, the Allocated Value for such previously retained Asset shall be paid to Seller and the affected portion of the Assets shall be conveyed to Buyer. If no Environmental Defect is determined to exist, Buyer shall pay the Allocated Value attributable to the affected portion of the Assets to Seller, and Seller shall convey the previously retained portion of the Assets to Buyer. If the Environmental Defect Value or the cost to cure an Environmental Defect is determined to be greater than the Allocated Value of the affected portion of the Assets, Seller shall retain the affected portion of the Assets, and the Purchase Price shall be reduced by the Environmental Defect Value of such Environmental Defect as agreed by the Parties. (b) If Buyer and Seller have not agreed as to the validity of any asserted Environmental Defect, or if the Parties have not agreed on the Environmental Defect Value therefor, and if Seller shall not have elected to exclude the affected Assets from this sale pursuant to Section 4.03(b)(ii), then either Party shall have the right to elect to have the validity of the asserted Environmental Defect, and/or the Environmental Defect Value for such Environmental Defect, determined by an Independent Expert pursuant to Section 16.03. If the validity of any such asserted Environmental Defect or the amount of any such Environmental Defect Value is not determined by the Closing, the Asset affected by such disputed Environmental Defect shall be excluded from the Closing and the Purchase Price paid at the Closing shall be reduced by the Allocated Value of that Asset. Upon resolution of such dispute, the Allocated Value of that Asset less the Environmental Defect Value, if any, found to be attributable to such Environmental Defect shall, subject to this Section 4.04, be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is part portion of the mutually agreed settlement. Notwithstanding the foregoing, either Buyer or Seller shall have the right to exclude an Asset from the sale if the Environmental Defect Value exceeds the Allocated Value of the Asset(s) affected therebyAssets. (c) Notwithstanding anything to the contrary in this Agreement, (i) if the Environmental Defect Value for a given individual Environmental Defect does not exceed $50,000, then no adjustment to the Purchase Price shall be made for such Environmental Defect; (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefore and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excess.

Remedies for Environmental Defects. Subject to Sections 7.5 and 7.6, the following shall be Buyer’s sole and exclusive remedy with respect to alleged Environmental Defects: (a) If any Upon the receipt of an Environmental Defect described in a notice delivered in accordance with Section 4.03 Notice from Buyer asserting an alleged Environmental Defect, Seller shall have the option, but not the obligation, to attempt to cure such Environmental Defect at any time prior to the Closing. (b) With respect to any alleged Environmental Defect that is not reasonably cured on or before the Closing, and Seller has the Environmental Defect Value for such Asset exceeds the Allocated Value for such Asset, either Party may have the option, but not elected the obligation, to exclude the affected Asset from the Assets from this sale or Buyer delivered at Closing and Seller have not agreed for Seller to indemnify Buyer for the Environmental Defect, then the Purchase Price shall be reduced by the Allocated Value of such affected Asset. (c) With respect to each alleged Environmental Defect that is not reasonably cured on or before the Closing and has not been excluded from the transaction pursuant to Section 7.4(b), an amount equal to the Environmental Defect Value agreed upon in writing by Buyer and Seller acting reasonably shall be paid by Buyer at Closing out of the Adjusted Purchase Price to the Escrow Agent for deposit in the Escrow Account and Seller shall have up to ninety (90) days following the Closing Date to attempt to cure such Environmental Defect; provided, that, if the parties have not agreed upon the validity of the alleged Environmental Defect, or the Environmental Defect as agreed Value attributable thereto, the amount so deposited for such alleged Environmental Defect shall be that reasonably determined by Buyer acting in good faith. If Seller reasonably cures the Environmental Defect within such ninety-day period, Seller will be entitled to be distributed from the Escrow Account the amount equal to the Environmental Defect Value, together with any earnings on such amount. If Seller does not cure the Environmental Defect within such sixty-day period, Buyer will be entitled to be distributed from the Escrow Account the amount equal to the Environmental Defect Value, together with any earnings on such amount, and the Purchase Price hereunder will be deemed to be reduced by the Partiesamount of the Environmental Defect Value. (bd) If Buyer and Seller have not agreed as to (i) on or before Closing upon the validity of any asserted Environmental Defect, or if the Parties parties have not agreed on the Environmental Defect Value therefor, and if Seller shall not have elected to exclude the affected Assets from this sale pursuant to Section 4.03(b)(ii)or (ii) upon whether an alleged Environmental Defect has been reasonably cured, then either Party party by written notice to the other party, delivered before or after Closing, shall have the right to elect to have the validity of the asserted Environmental Defect, and/or the Environmental Defect Value for such Environmental Defect, or the sufficiency of Seller’s cure determined by an Independent Expert pursuant to Section 16.038. If In no event shall any disbursement from the validity of any such asserted Escrow Account be made to Seller or Buyer with respect to an Environmental Defect or that is the amount subject of any a dispute pending before the Independent Expert until such Environmental Defect Value dispute is not determined by finally resolved as provided in Section 8 hereof, which shall include, without limitation, an award of the Closing, the Asset affected by such disputed Environmental Defect shall be excluded from the Closing and the Purchase Price paid at the Closing shall be reduced by the Allocated Value of that Asset. Upon resolution of such dispute, the Allocated Value of that Asset less the Environmental Defect Value, if any, found to be escrowed funds attributable to such Environmental Defect shallDefect. To the extent the Independent Expert is determining the validity of an Environmental Defect, subject to this Section 4.04, be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlement. Notwithstanding the foregoing, either Buyer or Seller shall have the right to exclude an Asset ninety (90) days from the sale if date the Independent Expert determines that an Environmental Defect Value exceeds the Allocated Value of the Asset(s) affected thereby. (c) Notwithstanding anything exists to the contrary in this Agreement, (i) if the Environmental Defect Value for a given individual Environmental Defect does not exceed $50,000, then no adjustment to the Purchase Price shall be made for cure such Environmental Defect; (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefore and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excess.

Remedies for Environmental Defects. (a) If Seller shall have the option, but not the obligation, to attempt to cure any Environmental Defect. In the event that any Environmental Defect described in a notice delivered in accordance with Section 4.03 is not cured on or before the Closing, Seller may, at its sole election: (a) indemnify Buyer against all liability, loss, cost and expense resulting from such Environmental Defect (in an amount not to exceed the Allocated Value of the Assets that are subject to such Environmental Defect), in which event the Parties shall proceed to Closing and the Assets that are subject to such Environmental Defect shall be conveyed by Seller to Buyer subject to such Environmental Defect, with no payment or settlement at the Closing as a result of such Environmental and no reduction or adjustment to the Purchase Price; (b) credit Buyer pursuant to Section 8.02(b)(ii), and subject to Section 4.15, with an amount equal to the Lowest Cost Response to cure such Environmental Defect agreed upon by Seller and Buyer (which agreement Buyer and Seller shall use good faith efforts to reach), in which event the Parties shall proceed to the Closing and the Assets that are subject to such Environmental Defect shall be conveyed by Seller to Buyer subject to such Environmental Defect and Buyer shall pay to Seller the Purchase Price as so adjusted (such adjustment being herein referred to as the “Environmental Defect Amount”); or (c) retain the Assets subject to such Environmental Defect and reduce the Purchase Price by an amount equal to the Allocated Value (or portion thereof allocable thereto) of such Assets, in which event the Parties shall proceed to the Closing and the Assets that are subject to such Environmental Defect shall be retained by Seller and Buyer shall pay to Seller the Purchase Price as so adjusted. If Seller has not elected pursuant to exclude clause (b) above to reduce the affected Assets from this sale or Purchase Price by an agreed amount for the Lowest Cost Response to cure to such Environmental Defect, but Buyer and Seller have not agreed for Seller failed to indemnify Buyer for the Environmental Defect, then the Purchase Price shall be reduced by the Environmental Defect Value of agree on such Environmental Defect as agreed Amount by the Parties. then scheduled Closing Date, then Seller shall elect to proceed with respect to such Environmental Defect under clause (ba) If Buyer and Seller have not agreed as or (c) above. In addition to the validity of any asserted Environmental Defectforegoing remedies, or if the Parties have not agreed on the sum of all Environmental Defect Value thereforAmounts exceeds 10% of the Purchase Price, and if Seller shall not have elected to exclude the affected Assets from this sale pursuant to Section 4.03(b)(ii), then either Party shall have the right to elect to have the validity of the asserted Environmental Defect, and/or the Environmental Defect Value for such Environmental Defect, determined by an Independent Expert pursuant to Section 16.03. If the validity of any such asserted Environmental Defect or the amount of any such Environmental Defect Value is not determined by the Closing, the Asset affected by such disputed Environmental Defect shall be excluded from the Closing and the Purchase Price paid at the Closing shall be reduced by the Allocated Value of that Asset. Upon resolution of such dispute, the Allocated Value of that Asset less the Environmental Defect Value, if any, found to be attributable to such Environmental Defect shall, subject to this Section 4.04, be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlement. Notwithstanding the foregoing, either Buyer or Seller shall have the right to exclude an Asset from the sale if the Environmental Defect Value exceeds the Allocated Value of the Asset(s) affected thereby. (c) Notwithstanding anything to the contrary in terminate this Agreement, (i) if the Environmental Defect Value for a given individual Environmental Defect does not exceed $50,000, then no adjustment to the Purchase Price shall be made for such Environmental Defect; (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefore and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excess.

Remedies for Environmental Defects. (i) Upon the receipt of such effective notice from Buyer, Sellers and Buyer shall attempt to mutually agree on a resolution. If the Parties do not reach such resolution, (a) Sellers may, at their sole option, attempt to cure such Environmental Defect at any time prior to the Closing; or (b) either Party may elect to exclude the affected Interest and its associated rights from the sale and reduce the Purchase Price by the Allocated Value of such affected Interest. (ii) If any Environmental Defect described in a notice delivered in accordance with Section 4.03 5.3.3 is not cured on or before the Closing, and Seller has not elected neither Party elects to exclude the affected Assets Property from this sale or Buyer and Seller have not agreed for Seller to indemnify Buyer for the Environmental Defecttransactions contemplated hereby, then the Purchase Price shall be reduced by the Environmental Defect Value (as hereinafter defined) of such Environmental Defect as agreed by the Parties. (biii) If Buyer and Seller Sellers have not agreed as to the validity of any asserted Environmental Defect, or if the Parties have not agreed on the Environmental Defect Value therefortherefore, and if Seller then on or before three (3) business days prior to the Closing Date such matter shall not have elected be deemed to exclude the affected Assets from this sale be a Disputed Matter which shall be resolved pursuant to Section 4.03(b)(ii), then either Party shall have the right to elect to have the validity of the asserted Environmental Defect, and/or the Environmental Defect Value for such Environmental Defect, determined by an Independent Expert pursuant to Section 16.035.1.5(iv) hereof. If the validity of any such asserted Environmental Defect or the amount of any such Environmental Defect Value is not determined by the Closing, the Asset Interest affected by such disputed Environmental Defect Disputed Matter shall be excluded from the Closing Closing, and the Purchase Price paid at the Closing shall be reduced by the Allocated Value of for that AssetInterest. Upon resolution of such dispute, the Allocated Value of that Asset the affected Interest, less the Environmental Defect Value, if any, found to be attributable to such Environmental Defect shall, subject to this Section 4.04, shall be paid by Buyer to Seller Sellers and the Asset Interest conveyed to the Buyer, if that is part of the mutually agreed settlement. Notwithstanding the foregoing, either Sellers or Buyer or Seller shall have the right to exclude an Asset the affected Interest from the sale if the Environmental Defect Value exceeds the Allocated Value of the Asset(s) affected therebysale. (civ) Notwithstanding anything to the contrary in this Agreement, (i) if the Environmental Defect Value for a given individual Environmental Defect does not exceed $50,000, then no adjustment to the Purchase Price shall be made for such Environmental Defect; (iia) if the aggregate adjustment to the Purchase Price determined amount of all Environmental Defect Values in accordance with this Agreement for Title Defects and Environmental Defects does not exceed three percent Seven Hundred Fifty Thousand Dollars (3%$750,000) of (the Purchase Price “Environmental Deductible”) prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefore therefore; and (iiib) if the aggregate adjustment to the Purchase Price amount of all Environmental Defect Values determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price Environmental Deductible prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excess.

Remedies for Environmental Defects. (a) If Subject to Seller’s continuing right to cure an Environmental Defect prior to Closing or dispute the existence of an Environmental Defect or the Alleged Remediation Amount asserted with respect to an Environmental Defect, and subject to the rights of the Buyer pursuant to Section 15.01(b), in the event that any Environmental Defect described in a notice delivered timely asserted by Buyer in accordance with Section 4.03 12.01(a) is not waived in writing by Buyer or cured prior to Closing, Seller may, at its sole option, elect to: (i) subject to the Individual Environmental Threshold and the Aggregate Deductible, reduce the Base Purchase Price or Final Price, as applicable, by the Actual Remediation Amount relating to such Environmental Defect; (ii) in the event that the Alleged Remediation Amount asserted by Buyer pursuant to Section 12.01(a) with respect to any Asset that is subject to an alleged Environmental Defect exceeds fifty percent (50%) of the Allocated Value for such Asset, retain the entirety of the Asset that is subject to such Environmental Defect, together with all associated Assets, in which event the Base Purchase Price will be reduced by an amount equal to the Allocated Value of such Asset and such excluded associated Assets (and such Assets will be Excluded Assets for all purposes); (iii) indemnify Buyer against all Liability resulting from such Environmental Defect with respect to the Assets subject to such Environmental Defect pursuant to an indemnity agreement prepared by Seller in a form and substance reasonably acceptable to Buyer; (iv) cure the alleged Environmental Defect pursuant to Section 12.01(b); except, that if such Environmental Defect is not cured on at or before prior to Closing, Seller shall retain the entirety of the Asset that is subject to such Environmental Defect, together with all associated Assets, at the Closing, and Seller has not elected to exclude the affected Assets from this sale or Buyer and Seller have not agreed for Seller to indemnify Buyer for the Environmental Defect, then the Base Purchase Price shall be reduced by the Environmental Defect Value of such Environmental Defect as agreed by the Parties. (b) If Buyer and Seller have not agreed as an amount equal to the validity of any asserted Environmental Defect, or if the Parties have not agreed on the Environmental Defect Value therefor, and if Seller shall not have elected to exclude the affected Assets from this sale pursuant to Section 4.03(b)(ii), then either Party shall have the right to elect to have the validity of the asserted Environmental Defect, and/or the Environmental Defect Value for such Environmental Defect, determined by an Independent Expert pursuant to Section 16.03. If the validity of any such asserted Environmental Defect or the amount of any such Environmental Defect Value is not determined by the Closing, the Asset affected by such disputed Environmental Defect shall be excluded from the Closing and the Purchase Price paid at the Closing shall be reduced by the Allocated Value of that Assetsuch Asset and such associated Assets; or (v) if applicable, terminate this Agreement pursuant to Section 15.01(a). Upon resolution If Seller elects the option set forth in clause (i) above, Buyer will be deemed to have assumed responsibility for all of such dispute, the Allocated Value costs and expenses attributable to the Remediation of that Asset less the Environmental Defect Value, if any, found and all Liabilities with respect thereto and such responsibility of Buyer will be deemed to be attributable to such Environmental Defect shall, subject to this Section 4.04, be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is constitute part of the mutually agreed settlement. Notwithstanding the foregoing, either Buyer or Seller shall have the right to exclude an Asset from the sale if the Environmental Defect Value exceeds the Allocated Value of the Asset(s) affected therebyAssumed Obligations hereunder. (c) Notwithstanding anything to the contrary in this Agreement, (i) if the Environmental Defect Value for a given individual Environmental Defect does not exceed $50,000, then no adjustment to the Purchase Price shall be made for such Environmental Defect; (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefore and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excess.

Remedies for Environmental Defects. (a) If Subject to Seller’s continuing right to dispute the existence of an Environmental Defect and/or the Remediation Amount asserted with respect thereto, and subject to the rights of the Parties pursuant to Section 14.1(c), in the event that any Environmental Defect described in a notice delivered timely asserted by Buyer in accordance with Section 4.03 12.1(a) is not waived in writing by Buyer or cured on or before the Closing, then, subject to the Individual Environmental Defect Threshold and the Defect Deductible, Seller has not elected to exclude shall, at its sole option, elect to: (i) reduce the affected Assets from this sale or Buyer and Seller have not agreed for Seller to indemnify Buyer Purchase Price by the Remediation Amount; (ii) assume responsibility for the Remediation of such Environmental Defect; (iii) retain the entirety of the Environmental Defect Property that is subject to such Environmental Defect, then together with all associated Assets, in which event the Purchase Price shall be reduced by an amount equal to the Environmental Defect Allocated Value of such Environmental Defect as agreed by the Parties.Property and such associated Assets; (biv) If indemnify Buyer and Seller have not agreed as against all Liability resulting from such Environmental Defect with respect to the validity of any asserted Environmental Defect, or if the Parties have not agreed on the Environmental Defect Value thereforProperty pursuant to an indemnity agreement (the “Environmental Indemnity Agreement”) substantially in the form of Exhibit J; or (v) if applicable, and if Seller shall not have elected to exclude the affected Assets from terminate this sale Agreement pursuant to Section 4.03(b)(ii14.1(c); (i) except to the extent that (A) Buyer consents in writing to be bound by and subject to the options set forth in clauses (ii), then either Party (iii) or (iv) above and Seller also elects such option or (B) Seller is permitted to, and elects to, terminate this Agreement under Section 14.1(c). If Seller elects the option set forth in clause (i) above, Buyer shall have the right to elect be deemed to have the validity assumed responsibility for all of the asserted Environmental Defect, and/or costs and expenses attributable to the Remediation of the Environmental Defect Value for such Environmental Defect, determined by an Independent Expert pursuant to Section 16.03. If the validity of any such asserted Environmental Defect or the amount of any such Environmental Defect Value is not determined by the Closing, the Asset affected by such disputed Environmental Defect shall be excluded from the Closing and the Purchase Price paid at the Closing shall be reduced by the Allocated Value of that Asset. Upon resolution of such dispute, the Allocated Value of that Asset less the Environmental Defect Value, if any, found to be Condition attributable to such Environmental Defect shalland such responsibility of Buyer shall be deemed to constitute part of the Assumed Obligations hereunder. If Seller elects, subject and Buyer consents to, the option set forth in clause (ii) above, Seller shall use reasonable efforts to this Section 4.04implement such Remediation in a manner which is consistent with the requirements of Environmental Laws in a timely fashion for the type of Remediation that Seller elects to undertake and Buyer, be paid by Buyer effective as of the Closing, grants to Seller and its representatives, access to the Asset conveyed to Buyer, if that is part conduct such Remediation. Seller will be deemed to have adequately completed the Remediation required in the immediately preceding sentence (1) upon receipt of the mutually agreed settlement. Notwithstanding the foregoing, either Buyer a certificate or Seller shall have the right to exclude an Asset approval from the sale if applicable Governmental Authority that the Environmental Defect Value exceeds Remediation has been implemented to the Allocated Value extent necessary to comply with existing Laws or (2) upon receipt of a certificate from a licensed professional engineer that the Asset(s) affected thereby. (c) Remediation has been implemented to the extent necessary to comply with existing Laws. Notwithstanding anything to the contrary in this AgreementArticle XII, (i) if the aggregate Remediation Amounts attributable to the effects of all Environmental Defects upon any single Environmental Defect Property may exceed the Allocated Value for a given individual of such Environmental Defect does not Property; provided that if such amounts exceed $50,000, such Allocated Value thereof then no adjustment Seller shall have the right to elect the Purchase Price shall be made for such Environmental Defect; (iioption set forth in Section 12.1(b)(iii) if without the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does not exceed three percent (3%) consent of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefore and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excessBuyer.

Remedies for Environmental Defects. (a) If any If, as a result of the review of the Properties conducted pursuant to Sections VI.A. and VI.B., PETROHAWK determines that in its reasonable judgment as a result of operations conducted on the Properties there have occurred events or there exists a condition on a particular Property which materially and adversely affect the use, ownership or operation thereof, or which constitutes a violation of an Environmental Defect described in a notice delivered in accordance with Section 4.03 is not cured Law, PETROHAWK shall notify WCE of such fact on or before November 8, 2004. If the Closingcost to remedy or cure such environmental defects or conditions with respect to the Properties of all of the Limited Partnerships, the uncured title defects disclosed pursuant to Section V.D., and Seller has the casualty losses sustained pursuant to Paragraph VII exceed in the aggregate the Deductible Amount, but do not elected exceed in the aggregate the Termination Amount, then, subject to exclude the affected Assets from this sale or Buyer and Seller have not agreed for Seller provisions of Section V.F. hereof, the Initial Allocated Merger Consideration of the Limited Partnership whose Property is subject to indemnify Buyer for the Environmental Defect, then the Purchase Price such environmental defect shall be reduced by the Environmental Defect Value reasonable cost of such Environmental Defect as agreed by the Parties. (b) If Buyer and Seller have not agreed as remedy or cure thereof to the validity reasonable satisfaction of any asserted Environmental DefectPETROHAWK. If the aggregate cost to remedy or cure such environmental defects or conditions, or if the Parties have not agreed on the Environmental Defect Value therefor, and if Seller shall not have elected to exclude the affected Assets from this sale title defects described pursuant to Section 4.03(b)(ii)V.D. which remain uncured, then either Party and the casualty losses sustained pursuant to Paragraph VII exceed the Termination Amount, PETROHAWK shall have the right and option to elect to have to: (i) waive such defect or defects and effect the validity Mergers herein provided; or (ii) terminate this Agreement. PETROHAWK shall notify WCE of the asserted Environmental Defect, and/or the Environmental Defect Value for such Environmental Defect, determined by an Independent Expert its elections made pursuant to Section 16.03. If the validity of any such asserted Environmental Defect or the amount of any such Environmental Defect Value is not determined by the Closing, the Asset affected by such disputed Environmental Defect shall be excluded from the Closing and the Purchase Price paid at the Closing shall be reduced by the Allocated Value of that Asset. Upon resolution of such dispute, the Allocated Value of that Asset less the Environmental Defect Value, if any, found to be attributable to such Environmental Defect shall, subject to this Section 4.04VI.C. not less than one (1) Business Day prior to the date of Closing, be paid by Buyer to Seller and the Asset conveyed failure of PETROHAWK to Buyer, if that is part so notify WCE of its election prior to such time shall constitute elections not to terminate this Agreement and to effect the mutually agreed settlementMergers herein provided. Notwithstanding the foregoing, either Buyer or Seller shall have the right to exclude an Asset from the sale if the Environmental Defect Value exceeds the Allocated Value of the Asset(s) affected thereby. (c) Notwithstanding anything All disputes arising hereunder with respect to the contrary in this Agreementexistence, (i) if the Environmental Defect Value for a given individual Environmental Defect does not exceed $50,000materiality, then no adjustment to the Purchase Price or economic effect of an environmental defect asserted by PETROHAWK shall be made for such Environmental Defect; (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefore and (iii) if the aggregate adjustment to the Purchase Price determined manner provided in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excess.Section XV.D.

Remedies for Environmental Defects. (a) If Subject to Seller’s continuing right to dispute the existence of an Environmental Defect and/or the Remediation Amount asserted with respect thereto, in the event that any Environmental Defect described timely asserted by Buyer in a notice delivered an Environmental Defect Notice in accordance with Section 4.03 9.2(a) is not waived in writing by Buyer or reasonably cured on or before the Closing, and Seller has not elected to exclude the affected Assets from this sale or Buyer and Seller have not agreed for Seller to indemnify Buyer for the Environmental DefectClosing Date, then Seller shall, at its sole option, elect (subject in each case, to the provisions of Section 9.2(c)) to: (i) reduce the Purchase Price by an amount equal to the Remediation Amount of such Environmental Defect; (ii) assume responsibility for the Remediation of such Environmental Defect; or (iii) if applicable, terminate this Agreement pursuant to Section 11.1(d). If Seller elects the option set forth in Section 9.2(b)(i), Buyer shall be reduced by the Environmental Defect Value deemed to have assumed responsibility for Remediation of such Environmental Defect as agreed by and all liabilities with respect thereto. If Seller elects the Parties. (b) If Buyer option set forth in Section 9.2(b)(ii), Seller shall use all commercially reasonable efforts to diligently implement such Remediation in a manner which is consistent with the requirements of Environmental Laws and the Lowest Cost Response for the type of Remediation that Seller elects to undertake and Seller have not agreed as shall use all commercially reasonable efforts to implement such Remediation in a manner which is consistent with the validity requirements of any asserted Environmental DefectLaws, or if taking into consideration Buyer’s use and operation of the Parties have not agreed on Assets in a timely fashion for the Environmental Defect Value therefortype of Remediation Seller elects to undertake, and if and, upon advance written notice, Buyer hereby grants Seller shall not have elected reasonable access to exclude the affected Assets from this sale pursuant after the Closing Date to Section 4.03(b)(ii), then either Party shall have implement and complete such Remediation in accordance with the right to elect to have the validity of the asserted Environmental Defect, and/or the Environmental Defect Value for such Environmental Defect, determined by an Independent Expert pursuant to Section 16.03. If the validity of any such asserted Environmental Defect or the amount of any such Environmental Defect Value is not determined by the Closing, the Asset affected by such disputed Environmental Defect Access Agreement and acknowledges that there shall be excluded from the Closing and the Purchase Price paid at the Closing shall be reduced by the Allocated Value of that Asset. Upon resolution of such dispute, the Allocated Value of that Asset less the Environmental Defect Value, if any, found to be attributable to such Environmental Defect shall, subject to this Section 4.04, be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlement. Notwithstanding the foregoing, either Buyer or Seller shall have the right to exclude an Asset from the sale if the Environmental Defect Value exceeds the Allocated Value of the Asset(s) affected thereby. (c) Notwithstanding anything to the contrary in this Agreement, (i) if the Environmental Defect Value for a given individual Environmental Defect does not exceed $50,000, then no adjustment reduction to the Purchase Price shall be made for with respect to such Environmental Defect; . Xxxxx agrees to cooperate with Seller in its undertaking of any such work including by allowing use of necessary utilities and other equipment at the location in question. Seller agrees to bear its pro-rata share of any increase in Buyer’s costs of such utility that are attributable to Seller’s actions pursuant to Section 9.2(b)(ii). Upon completion of Remediation, Seller shall promptly, at its sole cost and expense and without any cost or expense to Buyer or its Affiliates, (ii1) if the aggregate adjustment to the Purchase Price determined close all bore holes from its Remediation in accordance with this Agreement for Title Defects recognized industry standards, (2) repair all damage done to the Assets in connection with the Remediation and Environmental Defects does not exceed three percent (3%) remove all equipment, tools or other property brought onto the Assets in connection with the Remediation. Seller shall keep Buyer reasonably informed regarding any Remediation. In completing the Remediation, Seller shall provide Buyer with draft copies of all documents to be submitted to any Governmental Authorities regarding the Remediation and shall reasonably cooperate with Buyer to incorporate comments provided by it to Seller regarding such documents. In addition, Seller shall promptly provide Buyer with copies of any correspondence with any Governmental Authority regarding the Remediation and shall provide Buyer with the opportunity to participate in any meetings with any Governmental Authority regarding the Remediation. Seller shall be solely responsible for obtaining any Permits associated with the Remediation. Seller shall promptly remove any waste material generated during the Remediation from the Assets. Seller shall require any contractors or subcontractors entering the Assets in connection with the Remediation to provide Buyer with certificates of insurance demonstrating coverage under Commercial General Liability, Contractors Pollution Liability, and Errors and Omissions Liability insurance policies in a form reasonably acceptable to Buyer and naming Buyer as an additional insured. With respect to any provision of this Article IX that refers to any Remediation completed by Seller, Seller will be deemed to have adequately completed the Remediation (A) upon receipt of a certificate of approval or completion from the applicable Governmental Authority that the Remediation has been implemented to the extent necessary to comply with existing Laws or (B) if no certificate or approval is available under Environmental Law or upon express written consent of Buyer, upon mutual agreement of the Purchase Price prior Parties, upon receipt of a certificate from an independent, licensed professional engineer that the Remediation has been implemented to any adjustments theretothe extent necessary to comply with Environmental Laws; provided that, then no adjustment if the Parties cannot agree, the issue of whether the Purchase Price Remediation is completed shall be made therefore and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted resolved by the amount dispute resolution procedures set forth in Section 9.2(d). If the Lowest Cost Response requires the implementation of institutional controls, Xxxxx agrees to accept all such excesscontrols and to cooperate with Seller by arranging for prompt execution and recording of all legal instruments required to implement the institutional controls.

Remedies for Environmental Defects. (aSubject to Seller’s continuing right to dispute the existence of an Environmental Defect and/or the Remediation Amount asserted with respect thereto, and subject to the rights of the Parties pursuant to Sections 14.1(b) If and 14.1(c), in the event that any Environmental Defect described in a notice delivered timely asserted by Buyer in accordance with Section 4.03 6.1(a) is not waived in writing by Buyer or fully cured on or before the Closingdate that the Preliminary Settlement Statement is delivered pursuant to Section 3.4, then, subject to the Individual Environmental Defect Threshold and the Aggregate Title and Environmental Deductible, Seller has not elected to exclude shall, at its sole option, elect to: (i) reduce the affected Assets from this sale or Buyer Purchase Price by the Remediation Amount; (ii) assume responsibility for the Remediation of such Environmental Defect and Seller have not agreed for Seller agree to indemnify Buyer (on terms mutually agreed by the Parties) for any Liabilities incurred by Buyer prior to the Remediation of such Environmental Defect; (iii) with the consent of Buyer, indemnify Buyer against all Liability resulting from such Environmental Defect with respect to the Environmental Defect Property pursuant to an indemnity agreement in form and substance mutually agreed by the Parties (the “Environmental Indemnity Agreement”); or (iv) retain the entirety of the Environmental Defect Property that is subject to such Environmental Defect, then together with all associated Assets, in which case such Environmental Defect Property shall be an Excluded Asset and the Purchase Price shall be reduced by an amount equal to the Environmental Defect Allocated Value of such Environmental Defect as agreed by Property. If Seller elects the Parties. (b) If Buyer and Seller have not agreed as to the validity of any asserted Environmental Defect, or if the Parties have not agreed on the Environmental Defect Value therefor, and if Seller shall not have elected to exclude the affected Assets from this sale pursuant to option set forth in Section 4.03(b)(ii6.1(b)(i), then either Party Buyer shall have the right to elect be deemed to have the validity assumed responsibility for all of the asserted Environmental Defect, and/or costs and expenses attributable to the Remediation of the Environmental Defect Value for such Environmental Defect, determined by an Independent Expert pursuant to Section 16.03. If the validity of any such asserted Environmental Defect or the amount of any such Environmental Defect Value is not determined by the Closing, the Asset affected by such disputed Environmental Defect shall be excluded from the Closing and the Purchase Price paid at the Closing shall be reduced by the Allocated Value of that Asset. Upon resolution of such dispute, the Allocated Value of that Asset less the Environmental Defect Value, if any, found to be Condition attributable to such Environmental Defect shalland all of all Liabilities with respect thereto. If Seller elects the option set forth in Section 6.1(b)(ii), subject then Seller shall use reasonable efforts to this Section 4.04implement such Remediation in a manner which is consistent with the requirements of Environmental Laws in a timely fashion for the type of Remediation that Seller elects to undertake and Buyer, be paid by Buyer effective as of the Closing, grants to Seller and the Asset conveyed its representatives, access to Buyer, if that is part of the mutually agreed settlement. Notwithstanding the foregoing, either Buyer or Seller shall have the right to exclude an Asset from the sale if the Environmental Defect Value exceeds Property (and all associated Assets) to conduct such Remediation. Seller will be deemed to have adequately completed the Allocated Value Remediation required in the immediately preceding sentence (A) upon receipt of a certificate or approval from the Asset(s) affected thereby. (c) Notwithstanding anything applicable Governmental Authority that the Remediation has been implemented to the contrary in this Agreement, extent necessary to comply with existing Laws or (iB) if upon receipt of a certificate from a licensed professional engineer reasonably acceptable to Buyer that the Environmental Defect Value for a given individual Environmental Defect does not exceed $50,000, then no adjustment Remediation has been implemented to the Purchase Price shall be made for such Environmental Defect; (ii) if the aggregate adjustment extent necessary to the Purchase Price determined in accordance comply with this Agreement for Title Defects and Environmental Defects does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefore and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excessexisting Laws.

Remedies for Environmental Defects. (a) If In the event that any Environmental Defect described in a notice delivered timely asserted by BG in accordance with Section 4.03 12.1(a) is not waived in writing by BG or cured on or before the Closing, then, subject to EXCO’s continuing right to dispute the existence of a Environmental Defect and/or the Remediation Amount asserted with respect thereto, the Parties shall mutually elect to: (i) subject to the Individual Environmental Threshold and Seller has not elected the Environmental Deductible, reduce the Closing Cash Contribution by the Remediation Amount; (ii) to exclude the affected Assets from this sale or Buyer and Seller extent attributable to the Subject Assets, have not agreed for Seller to indemnify Buyer EXCO assume responsibility for the Remediation of such Environmental Defect and indemnify and hold harmless the BG Indemnified Parties and the Contributed Companies from and against all Liabilities associated with such Environmental Defect and Remediation in an indemnity in form and substance satisfactory to BG; (iii) have the applicable Midstream Company assign the entirety of the Subject Asset that is subject to such Environmental Defect, then together with all associated Subject Assets, to EXCO in which event the Purchase Price Closing Cash Contribution shall be reduced by an amount equal to the Environmental Defect Value reasonably allocated value of the affected Subject Asset; or (iv) to the extent attributable to the Subject Assets, have EXCO indemnify and hold harmless the BG Indemnified Parties and the Contributed Companies from and against all Liabilities associated with such Environmental Defect as agreed by an indemnity in form and substance reasonably satisfactory to BG. In the Parties. event the Parties do not agree in writing by Closing on an election of alternative (bi), (ii), (iii) If Buyer and Seller have not agreed as or (iv) above with respect to the validity of any asserted Environmental Defect, or they shall be deemed to have elected alternative (i), provided that if the Parties have not agreed on the Environmental Defect Value therefor, and if Seller shall not have elected to exclude the affected Assets from this sale pursuant to Section 4.03(b)(ii), then either Party shall have the right to elect to have the validity existence of the asserted Environmental Defect, and/or the Environmental Defect Value for such Environmental Defect, determined by an Independent Expert pursuant to Section 16.03. If the validity of any such asserted Environmental Defect or the amount of any such Environmental Defect Value Remediation Amount is not determined by the Closingdisputed, the Asset affected by such disputed Environmental Defect no reduction shall be excluded from made in the Closing Cash Contribution pursuant to Section 3.2(b)(iii) at Closing and the Purchase Price paid at the Closing shall be reduced by the Allocated Value of that Asset. Upon resolution of instead such dispute, the Allocated Value of that Asset less the Environmental Defect Valueadjustment, if any, found to shall be attributable to such Environmental Defect shall, subject to this Section 4.04, be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is made as part of the mutually agreed settlementfinal settlement pursuant to Section 3.6, or if not yet then resolved, thereafter. Notwithstanding If the foregoing, either Buyer or Seller shall have Parties elect the right to exclude an Asset from the sale if the Environmental Defect Value exceeds the Allocated Value of the Asset(s) affected thereby. (c) Notwithstanding anything to the contrary option set forth in this Agreement, clause (i) if above, then the Midstream Companies shall be deemed to have assumed responsibility for all of the costs and expenses attributable to the Remediation of the applicable Environmental Defect Value for a given individual Environmental Defect does not exceed $50,000, then no adjustment (net to their interest in the underlying properties prior to the Purchase Price Closing) and all Liabilities (net to their interest in the underlying properties prior to the Closing) with respect thereto and the foregoing shall be made for such Environmental Defect; deemed to constitute obligations of the Midstream Companies. If the Parties elect the option set forth in clause (ii) if above, EXCO shall implement such Remediation in a manner which is consistent with the aggregate adjustment requirements of Environmental Laws in a timely fashion for the type of Remediation that EXCO elects to undertake. EXCO will be deemed to have adequately completed the Remediation required in the immediately preceding sentence (A) upon receipt of a certificate or approval from the applicable Governmental Authority that the Remediation has been implemented to the Purchase Price determined in accordance extent necessary to comply with this Agreement for Title Defects and Environmental Defects does not exceed three percent existing regulatory requirements or (3%B) upon receipt of a certificate from a licensed professional engineer reasonably acceptable to BG that the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefore and (iii) if the aggregate adjustment Remediation has been implemented to the Purchase Price determined in accordance extent necessary to comply with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excessexisting regulatory requirements.

Remedies for Environmental Defects. Subject to the limitations set forth in Section 5.05: (a) If any With respect to each Environmental Defect described asserted prior to the Claim Date, Sellers shall take one of the following actions within ten (10) days after the Claim Date unless Sellers and Buyer otherwise agree: (i) agree that such Environmental Defect is valid, in a notice delivered in accordance with Section 4.03 is not cured on or before which event the Closing, Seller Representative and Seller has not elected Buyer shall jointly instruct the Escrow Agent to exclude disburse from the affected Assets from this sale or Title/Environmental Escrow to Buyer and Seller have not agreed for Seller to indemnify Buyer for the portion of the Environmental DefectDefect Amount thereof attributable to the Initial Assets (and if the Option is exercised, then the Option Purchase Price shall be reduced by the Environmental Defect Value of Amount thereof attributable to the Option Assets, (ii) submit any disputes with respect thereto to arbitration pursuant to Section 5.06, or (iii) elect to attempt to cure such Environmental Defect to Buyer’s reasonable satisfaction, on or before the Cure End Date. In the event any Seller elects to proceed under subsection (ii) or (iii) of the foregoing sentence, the portion of the Environmental Defect Amount thereof attributable to the Initial Assets shall remain in the Title/Environmental Escrow until the resolution of the arbitration or the Cure End Date, as agreed applicable. Each Seller shall use commercially reasonable efforts to cure any Environmental Defects for which it elects to cure. Buyer agrees to reasonably cooperate with any attempt by a Seller to cure any Environmental Defect. If one or more Sellers elect to cure any such Environmental Defect and are able to do so to Buyer’s reasonable satisfaction on or before the Cure End Date, the Seller Representative and Buyer shall jointly instruct the Escrow Agent to disburse the Environmental Defect Amount for such Environmental Defect from the Title/Environmental Escrow to such Sellers to the extent attributable to the Initial Assets. If one or more Sellers elect to cure any such Environmental Defect and are not able to do so to Buyer’s reasonable satisfaction on or before the Cure End Date, the Seller Representative and Buyer shall jointly instruct the Escrow Agent to disburse the Environmental Defect Amount for such Environmental Defect from the Title/Environmental Escrow to Buyer to the extent attributable to the Initial Assets. If Buyer and one or more Sellers dispute whether Sellers have cured any Environmental Defect to Buyer’s reasonable satisfaction, such dispute shall be submitted to arbitration under Section 5.06. Without duplication of adjustments made pursuant to the last sentence of Section 4.04(a), in the event the aggregate amount of Title Defects and Environmental Defects affecting the Initial Assets asserted prior to the Claim Date exceeds the Title/Environmental Escrow, the Option Purchase Price shall be reduced by the Partiesamount by which the Title/Environmental Escrow is exceeded, or if the Option is not exercised, the Initial Purchase Price shall be reduced by such amount in calculating the Adjusted Initial Purchase Price, pursuant to Section 10.01(a). (b) If Buyer With respect to each Environmental Defect asserted against a Seller following delivery of the Notice of Intent to Exercise and Seller have not agreed as prior to the validity Option Claim Date, such Seller shall take one of any asserted the following actions within five (5) days after the Option Claim Date unless Sellers and Buyer otherwise agree and subject to Section 5.06(a): (i) agree that such Environmental Defect is valid and reduce the Option Purchase Price in the amount of such Environmental Defect, or if (ii) elect to attempt to cure such Environmental Defect to Buyer’s reasonable satisfaction, on or before the Parties have Option Closing Date. If such Seller is able to cure such Environmental Defect to Buyer’s reasonable satisfaction on or before the Option Closing Date, there shall be no reduction to the Option Purchase Price at the Option Closing. If such Seller is not agreed able to cure such Environmental Defect to Buyer’s reasonable satisfaction on or before the Option Closing Date, such Seller shall elect, on or before the Option Closing Date either to (i) submit any disputes with respect thereto to arbitration pursuant to Section 5.06(b) or (ii) elect to attempt to cure such Environmental Defect to Buyer’s reasonable satisfaction, on or before the Cure End Date. In the event any Seller elects to proceed under subsection (i) or (ii) of the foregoing sentence, then at the Option Closing, Buyer shall deposit the Environmental Defect Value therefor, and if Seller shall not have elected Amount thereof attributable to exclude the affected Assets from this sale pursuant to Section 4.03(b)(ii), then either Party shall have corresponding Option Asset into the right to elect to have the validity Title/Environmental Escrow pending such resolution of the asserted Environmental Defect, and/or the Environmental Defect Value for such Environmental Defect, determined by an Independent Expert pursuant to Section 16.03. If the validity of any such asserted Environmental Defect or the amount of any such Environmental Defect Value is not determined by the Closing, the Asset affected by such disputed Environmental Defect shall be excluded from the Closing and the Option Purchase Price paid at upon the Option Closing shall be reduced by the Allocated Value amount of that Assetsuch deposit. Upon resolution of such disputeEnvironmental Defect pursuant to this Agreement, the Allocated Value of that Asset less Seller Representative and Buyer shall instruct the Escrow Agent to pay the amount so deposited into the Title/Environmental Defect Value, if any, found to be attributable to Escrow consistent with such Environmental Defect shall, subject to this Section 4.04, be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlement. Notwithstanding the foregoing, either Buyer or Seller shall have the right to exclude an Asset from the sale if the Environmental Defect Value exceeds the Allocated Value of the Asset(s) affected therebyresolution. (c) Notwithstanding anything In the event that an Environmental Defect with respect to an Initial Asset has not been resolved pursuant to this Agreement prior to the contrary in this AgreementOption Closing, (i) if then at the Option Closing, Buyer shall deposit the Environmental Defect Value for a given individual Amount thereof attributable to the corresponding Option Asset into the Title/Environmental Escrow pending such resolution of such Environmental Defect does not exceed $50,000, then no adjustment to and the Option Purchase Price paid upon the Option Closing shall be made for such Environmental Defect; (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefore and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted reduced by the amount of such excessdeposit. Upon resolution of such Environmental Defect pursuant to this Agreement, the Seller Representative and Buyer shall instruct the Escrow Agent to pay the amount so deposited into the Title/Environmental Escrow consistent with such resolution.

Remedies for Environmental Defects. (a) If any Environmental Defect described in a notice an Environmental Defect Notice delivered in accordance with Section 4.03 is not cured on or before the Closing, and Seller has not elected to exclude the affected Assets from this sale or Buyer and Seller have not agreed for Seller to indemnify Buyer for the Environmental Defect, then the Purchase Price shall be reduced by the Environmental Defect Value of such Environmental Defect as and if agreed by the Parties. (b) If Buyer Purchaser and Seller have not agreed as to the validity of any asserted Environmental Defect, or if the Parties Purchaser and Seller have not agreed on the Environmental Defect Value therefor, and if Seller shall not have elected then on or before three (3) Business Days prior to exclude the affected Assets from this sale pursuant to Section 4.03(b)(ii)Closing Date, then either Party shall have the right to elect to have the validity of the asserted Environmental Defect, and/or the Environmental Defect Value for such Environmental Defect, determined by an Independent Expert pursuant to Section 16.03. If the validity of any such asserted Environmental Defect or the amount of any such Environmental Defect Value is not determined by the Closing, the Asset affected by such disputed Environmental Defect shall be excluded from the Closing as an Excluded Asset and the Purchase Price paid at the Closing shall be reduced by the Allocated Value of that Asset. Upon resolution of such dispute, the Allocated Value of that Asset less the Environmental Defect Value, if any, found to be attributable to such Environmental Defect shall, subject to this Section 4.04, be paid by Buyer to Seller subtracted from the Allocated Value of the Asset, and concurrent with the Purchaser’s payment of such reduced amount the Asset conveyed to Buyerthe Purchaser, if that is part of the mutually agreed settlement. Notwithstanding the foregoing, either Buyer Purchaser or Seller shall have the unilateral right to exclude cause an Asset from the sale to be an Excluded Asset if the Environmental Defect Value exceeds the Allocated Value of the Asset(s) affected thereby. (c) Notwithstanding anything to the contrary in this Agreement, (i) if the Environmental Defect Value for a given individual Environmental Defect does not exceed $50,000US$25,000, then no adjustment to the Purchase Price shall be made for such Environmental Defect; (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects (exceeding US$25,000) does not exceed three percent two and one-half per cent (32.5%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefore therefore; and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects (exceeding US$25,000) does exceed three percent two and one-half per cent (32.5%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excess.

Remedies for Environmental Defects. (a) If If, as of the Closing Date, the Assets are affected by an uncured or otherwise unresolved Environmental Defect noticed pursuant to the provisions of Section 4.11, the affected portion of the Assets shall not be sold, transferred or conveyed to Buyer at Closing, and the Purchase Price shall, subject to the terms of Section 4.14, be decreased by the Allocated Value of the portion of the Assets so affected. Thereafter, Buyer and St. Mxxx shall act reasonably and in good faith either (i) to agree (y) as to the manner of cure for such Environmental Defect or (z) the value of such Environmental Defect and adjust the Final Settlement Statement in the amount thereof net of any Purchase Price adjustment made at Closing, in which event the affected portion of the Assets shall be conveyed to Buyer; provided that if option (y) is agreed to, no assignment of the affected portion of the Assets shall be made as between Seller and Buyer until such agreed cure is accomplished to Buyer’s reasonable satisfaction whereupon the Allocated Value previously deducted from the Purchase Price shall be paid to Seller, or (ii) with respect to any Environmental Defect described in a notice delivered in accordance with Section 4.03 is not cured on or before as to which the Closing, and Seller has not elected Parties are unable to exclude agree within 30 days of Closing as to the affected Assets from this sale or Buyer and Seller have not agreed for Seller to indemnify Buyer for validity of the Environmental Defect, then the Environmental Defect Value, or the manner of correction, submit such matter to be determined by an Independent Expert pursuant to Section 4.13. (b) With respect to any Asset which is not sold, transferred or conveyed to Buyer at the Closing pursuant to the terms of Section 4.12(a), after the Closing and at such time as any Environmental Defect Value or the manner of correction for an Environmental Defect is determined and, in either event, the amount thereof is determined to be less than the Allocated Value for the affected portion of the Assets, Seller shall have the right (i) in the case of an Environmental Defect Value determination, to have the Purchase Price reduced by only the Environmental Defect Value as so determined or (ii) in the case of the cure determination, to elect to cure the Environmental Defect to Buyer’s reasonable satisfaction. The consequence of (i) shall be that Buyer will pay to Seller an amount equal to the Allocated Value for the affected Assets minus the Environmental Defect Value and the affected portion of the Assets previously retained by Seller shall be conveyed to Buyer. The consequence of (ii) shall be that upon achieving Buyer’s written acknowledgement that the Environmental Defect has been cured to its reasonable satisfaction, the Allocated Value for such previously retained Asset shall be paid to Seller and the affected portion of the Assets shall be conveyed to Buyer. If no Environmental Defect is determined to exist, Buyer shall pay the Allocated Value attributable to the affected portion of the Assets to Seller, and Seller shall convey the previously retained portion of the Assets to Buyer. If the Environmental Defect Value or the cost to cure an Environmental Defect is determined to be greater than the Allocated Value of the affected portion of the Assets, Seller shall retain the affected portion of the Assets, and the Purchase Price shall be reduced by the Environmental Defect Value of such Environmental Defect as agreed by the Parties. (b) If Buyer and Seller have not agreed as to the validity of any asserted Environmental Defect, or if the Parties have not agreed on the Environmental Defect Value therefor, and if Seller shall not have elected to exclude the affected Assets from this sale pursuant to Section 4.03(b)(ii), then either Party shall have the right to elect to have the validity of the asserted Environmental Defect, and/or the Environmental Defect Value for such Environmental Defect, determined by an Independent Expert pursuant to Section 16.03. If the validity of any such asserted Environmental Defect or the amount of any such Environmental Defect Value is not determined by the Closing, the Asset affected by such disputed Environmental Defect shall be excluded from the Closing and the Purchase Price paid at the Closing shall be reduced by the Allocated Value of that Asset. Upon resolution of such dispute, the Allocated Value of that Asset less the Environmental Defect Value, if any, found to be attributable to such Environmental Defect shall, subject to this Section 4.04, be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is part portion of the mutually agreed settlement. Notwithstanding the foregoing, either Buyer or Seller shall have the right to exclude an Asset from the sale if the Environmental Defect Value exceeds the Allocated Value of the Asset(s) affected therebyAssets. (c) Notwithstanding anything to the contrary in this Agreement, (i) if the Environmental Defect Value for a given individual Environmental Defect does not exceed $50,000, then no adjustment to the Purchase Price shall be made for such Environmental Defect; (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefore and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excess.

Remedies for Environmental Defects. (a) If Subject to the continuing right of the Sellers to dispute the existence of an asserted Environmental Defect or the asserted Environmental Defect Value and subject to the rights of the Parties under Section 13.01(f), if any Environmental Defect described in a notice delivered timely asserted by Buyer in accordance with Section 4.03 5.03 is not waived in writing by Buyer or cured on or before the Closing, and Seller has not elected the Sellers shall elect to: (i) subject to exclude the affected Assets from this sale or Buyer and Seller have not agreed for Seller to indemnify Buyer for the Environmental DefectSection 5.04(c), then reduce the Purchase Price shall be reduced by the Environmental Defect Value of such for the Environmental Defect as agreed by determined in accordance with Section 5.02(c) or Article XVI (which shall cause such alleged Environmental Defect to become an Assumed Obligation under Section 16.02); or (ii) with Buyer’s consent, in Buyer’s sole discretion, indemnify Buyer against all claims resulting from the Parties.Environmental Defect pursuant to an indemnity agreement (the “Environmental Indemnity Agreement”) in the form attached to this Agreement as Exhibit E. (b) If at or before the Closing Buyer and Seller the Sellers have not agreed as to on the validity of any asserted Environmental Defect, Defect or if the Parties have not agreed on the Environmental Defect Value therefor, and if Seller shall not have elected attributable to exclude the affected Assets from this sale pursuant Environmental Defect or on the remedy to be applied under Section 4.03(b)(ii5.04(a), then either Party Buyer or the Sellers shall have the right to elect to have the Dispute regarding the validity of the asserted Environmental Defect, and/or Defect or the Environmental Defect Value for such Environmental Defect, determined by an Independent Expert pursuant to Section 16.03in accordance with Article XVIII. If the validity of any such asserted Environmental Defect or the amount of any such Environmental Defect Value is not determined by the ClosingIn that event, the Asset affected by such disputed Environmental Defect shall be excluded from the Closing and the Purchase Price paid at the Closing shall not be reduced by virtue of the Allocated Value of that Asset. Upon disputed Environmental Defect or Environmental Defect Value, but on the final resolution of such disputethe Dispute, the Allocated Value of that Asset less the Environmental Defect Value, if any, found to be attributable to such the Environmental Defect shall, subject to this Section 4.045.04(c), be paid refunded by the Sellers to Buyer to Seller and the Asset conveyed to Buyer, if that is part within five (5) Business Days of the mutually agreed settlement. Notwithstanding the foregoing, either Buyer or Seller shall have the right to exclude an Asset from the sale if the Environmental Defect Value exceeds the Allocated Value resolution of the Asset(s) affected therebyDispute. (c) Notwithstanding anything to the contrary in this Agreement, Agreement (i) if the Environmental Defect Value (net to Sellers’ interest) for a given particular individual Environmental Defect does not exceed $50,000, then no adjustment to the Purchase Price shall be made for such the Environmental Defect; , (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects for which an adjustment is to be made pursuant to clause (i) does not exceed three two percent (32%) of the Unadjusted Purchase Price prior to any adjustments theretoother adjustments, then no adjustment of the Purchase Price shall be made therefore on account of Environmental Defects, and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects for which an adjustment is to be made pursuant to clause (i) does exceed three two percent (32%) of the Unadjusted Purchase Price prior to any adjustments theretoother adjustments, then the Purchase Price shall only be adjusted only by the amount of the excess; provided, however, with respect to any Environmental Defect Value that exceeds $50,000, the entire value of such excessEnvironmental Defect (counting from the first dollar) shall be included for purposes of the calculations made in Section 5.04(c)(ii) and (iii).

Remedies for Environmental Defects. (a) If Subject to Sellers’ right to dispute the existence of an Environmental Defect or the Remediation Amount asserted with respect thereto, so long as such right is exercised in writing and notice thereof is delivered to Buyer at least three days prior to Closing, and subject to the Individual Environmental Threshold and the Aggregate Deductible, in the event that any Environmental Defect described in a notice delivered timely asserted by Buyer in accordance with Section 4.03 4.4(a) is not waived in writing by Buyer or cured on or before the Closing, and Seller has not elected to exclude the affected Assets from this sale or Buyer and Seller have not agreed for Seller to indemnify Buyer for the Environmental DefectSellers shall, then at their sole option, elect to: (1) reduce the Purchase Price shall be reduced by the Environmental Defect Value of such Environmental Defect as agreed by the Parties. (b) If Buyer and Seller have not agreed as to the validity of any asserted Environmental Defect, or if the Parties have not agreed on the Environmental Defect Value therefor, and if Seller shall not have elected to exclude the affected Assets from this sale pursuant to Section 4.03(b)(ii), then either Party shall have the right to elect to have the validity of the asserted Environmental Defect, and/or the Environmental Defect Value Remediation Amount for such Environmental Defect, determined by an Independent Expert pursuant to Section 16.03. If ; (2) assume responsibility for the validity Remediation of any such asserted Environmental Defect or the amount of any Defect; (3) indemnify Buyer against all Enviromental Liability resulting from such Environmental Defect Value is not determined by the Closing, the Asset affected by such disputed Environmental Defect shall be excluded from the Closing and the Purchase Price paid at the Closing shall be reduced by the Allocated Value of that Asset. Upon resolution of such dispute, the Allocated Value of that Asset less with respect to the Environmental Defect ValueProperty pursuant to an indemnity agreement in a form mutually agreeable to the Parties. In the event that Parties cannot reach such a mutually agreeable indemnity agreement, if anythen Sellers may not elect this Section 4.4(b)(3) as their remedy for Environmental Defects. If Sellers elect the option set forth in clause (1) above, found upon transfer of the Interests, Buyer shall be deemed to be have assumed responsibility for all costs and expenses attributable to such the Remediation of the applicable Environmental Defect shalland all Liabilities with respect thereto. If Sellers elect the option set forth in clause (2) above, subject Sellers shall use their reasonable efforts to this Section 4.04, be paid by Buyer to Seller and the Asset conveyed to Buyer, if implement such Remediation in a manner that is part consistent with the requirements of Environmental Laws in a timely fashion for the mutually agreed settlementtype of Remediation that Sellers elect to undertake. Notwithstanding Sellers will be deemed to have adequately completed the foregoing, either Remediation required in the immediately preceding sentence at such time that Buyer or Seller shall have reasonably believes that the right to exclude an Asset from the sale if the Environmental Defect Value exceeds the Allocated Value of the Asset(s) affected thereby. (c) Notwithstanding anything Remediation has been implemented to the contrary in this Agreement, (i) if the Environmental Defect Value for a given individual Environmental Defect does not exceed $50,000, then no adjustment extent necessary to the Purchase Price shall be made for such Environmental Defect; (ii) if the aggregate adjustment to the Purchase Price determined in accordance comply with this Agreement for Title Defects and Environmental Defects does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefore and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excessexisting regulatory requirements.

Remedies for Environmental Defects. Subject to SM Energy’s continuing right to dispute the existence of an Environmental Defect or the Remediation Amount asserted with respect thereto under clause (aii) If below and subject to the Individual Environmental Threshold and the Environmental Deductible with respect to clauses (i) and (ii) below, in the event that any Environmental Defect described in a notice delivered timely asserted by Buyer in accordance with Section 4.03 7.1(a) is not waived in writing by Buyer or cured on or before the Closing, SM Energy shall by providing written notice to Buyer prior to the Closing elect to: (i) transfer, convey and Seller has not elected to exclude assign the affected Assets from this sale or Buyer and Seller have not agreed for Seller to indemnify Buyer for the Environmental Defect, then the Purchase Price shall be reduced by entirety of the Environmental Defect Value of Property that is subject to such Environmental Defect as agreed by the Parties. (b) If Buyer and Seller have not agreed as to the validity of any asserted Environmental Defect, together with all associated Assets, to Buyer at Closing and reduce the Purchase Price by the Remediation Amount asserted by Buyer with respect to such Environmental Defect or if as otherwise agreed to in writing by the Parties have not agreed on prior to Closing; (ii) transfer, convey and assign the entirety of the Environmental Defect Value therefor, and if Seller shall not have elected Property that is subject to exclude the affected Assets from this sale pursuant to Section 4.03(b)(ii), then either Party shall have the right to elect to have the validity of the such asserted Environmental Defect, and/or together with all associated Assets, to Buyer at Closing, and dispute the Environmental Defect Value for such Environmental Defect, determined by an Independent Expert pursuant to Section 16.03. If the validity existence of any such asserted Environmental Defect or the amount Remediation Amount asserted with respect thereto. If SM Energy makes the election under this Section 7.1(b)(ii), the provisions of any such Section 6.2(e) shall apply; (iii) if Buyer has asserted Remediation Amounts with respect to an Environmental Defect Value is not determined by Property that in the Closing, the Asset affected by such disputed Environmental Defect shall be excluded from the Closing and the Purchase Price paid at the Closing shall be reduced by aggregate exceed 75% of the Allocated Value of that Asset. Upon resolution such Environmental Defect Property, exclude the entirety of such disputeEnvironmental Defect Property, together with all associated Assets and reduce the Purchase Price by an amount equal to the Allocated Value of that Asset less the Environmental Defect Value, if any, found to be attributable to such Environmental Defect shallProperty and associated Assets (and such Environmental Defect Property and associated Assets shall thereafter be Excluded Assets for all purposes under this Agreement); or (iv) indemnify Buyer against all Liability resulting from such Environmental Defect with respect to the Assets pursuant to an indemnity agreement in a form mutually agreeable to the Parties. provided, subject however, that the application of the remedies set forth in Section 7.1(b)(iv) shall require Buyer’s prior written consent in its sole discretion. If SM Energy elects the option set forth in clause (i) above, Buyer shall be deemed to this Section 4.04have assumed responsibility for all costs and expenses attributable to the Remediation of the applicable Environmental Defect (net to the Assets) and all Liabilities (net to the Assets) with respect thereto, and Buyer’s obligations with respect to the foregoing shall be paid by Buyer deemed to Seller and the Asset conveyed to Buyer, if that is constitute part of the mutually agreed settlement. Notwithstanding the foregoing, either Buyer or Seller shall have the right to exclude an Asset from the sale if the Environmental Defect Value exceeds the Allocated Value of the Asset(s) affected therebyAssumed Obligations. (c) Notwithstanding anything to the contrary in this Agreement, (i) if the Environmental Defect Value for a given individual Environmental Defect does not exceed $50,000, then no adjustment to the Purchase Price shall be made for such Environmental Defect; (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefore and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excess.

Remedies for Environmental Defects. (a) If any Environmental Defect described in a notice delivered in accordance with Section 4.03 is not cured on or before the Closing, and Seller has not elected to exclude the affected Assets from this sale or Buyer and Seller have not agreed for Seller to indemnify Buyer for the Environmental Defect, then the Purchase Price shall be reduced by the Environmental Defect Value of such Environmental Defect as agreed by the Parties. (b) If Buyer and Seller on or before the Closing the Parties have not agreed as to upon the validity of any asserted Environmental Defect, Defect or if the Parties have not agreed on the Environmental Defect Value thereforattributable thereto, and if Seller shall not have elected to exclude the affected Assets from this sale pursuant to Section 4.03(b)(ii), then either Party shall have the right to elect to have the validity of the asserted such Environmental Defect, Defect and/or the such Environmental Defect Value for such Environmental Defect, determined by an Independent Expert pursuant to Section 16.03. If the validity of any such asserted Environmental Defect Defect, or the amount of any such Environmental Defect Value attributable thereto, is not determined by before the Closing, the Asset affected by such disputed Environmental Defect shall be excluded from the Closing and the Purchase Price paid at the Closing shall not be reduced by virtue of such disputed Environmental Defect or Environmental Defect Value, and upon the Allocated Value of that Asset. Upon final resolution of such dispute, the Allocated Value of that Asset less dispute the Environmental Defect Value, if any, found to be attributable to such Environmental Defect shall, subject to this Section 4.04Section, be paid promptly refunded by Buyer to Seller and the Asset conveyed Sellers to Buyer, if that is part of the mutually agreed settlement. Notwithstanding the foregoing, either Buyer or Seller shall have the right to exclude an Asset from the sale if the Environmental Defect Value exceeds the Allocated Value of the Asset(s) affected thereby. (c) In connection with any determination by an Independent Expert pursuant to Section 16.03 with respect to an Environmental Defect or its Environmental Defect Value: (i) neither Party may not introduce or otherwise use information obtained after the Closing Date with respect to such Environmental Defect or Environmental Defect Value, (ii) Buyer may not assert any violation of Environmental Law that is not specified in Buyer’s notice with respect to such Environmental Defect, and (iii) such Environmental Defect Value may not exceed the amount thereof asserted in Xxxxx’s notice with respect thereto. (d) Notwithstanding anything to the contrary in this Agreement, (i) if the Environmental Defect Value for a given individual Environmental Defect does not exceed $50,000, then no adjustment to the Purchase Price shall be made for such Environmental Defect; (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and all Environmental Defects (exceeding $50,000) does not exceed three two percent (32%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefore therefor; and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and all Environmental Defects (exceeding $50,000) does exceed three two percent (32%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excess.

Remedies for Environmental Defects. (a) If any Environmental Defect described in a notice delivered in accordance with Section 4.03 is not cured on or before the Closing, and Seller has not elected to exclude the affected Assets from this sale or Buyer and Seller have not agreed for Seller to indemnify Buyer for the Environmental Defect, then the Purchase Price shall be reduced by the Environmental Defect Value of such Environmental Defect as agreed by the Parties. (b) If Buyer and Seller on or before the Closing the Parties have not agreed as to upon the validity of any asserted Environmental Defect, Defect or if the Parties have not agreed on the Environmental Defect Value thereforattributable thereto, and if Seller shall not have elected to exclude the affected Assets from this sale pursuant to Section 4.03(b)(ii), then either Party shall have the right to elect to have the validity of the asserted such Environmental Defect, Defect and/or the such Environmental Defect Value for such Environmental Defect, determined by an Independent Expert pursuant to Section 16.03. If the validity of any such asserted Environmental Defect Defect, or the amount of any such Environmental Defect Value attributable thereto, is not determined by before the Closing, the Asset affected by such disputed Environmental Defect shall be excluded from the Closing and the Purchase Price paid at the Closing shall not be reduced by virtue of such disputed Environmental Defect or Environmental Defect Value, and upon the Allocated Value of that Asset. Upon final resolution of such dispute, the Allocated Value of that Asset less dispute the Environmental Defect Value, if any, found to be attributable to such Environmental Defect shall, subject to this Section 4.04Section, be paid promptly refunded by Buyer to Seller and the Asset conveyed Sellers to Buyer, if that is part of the mutually agreed settlement. Notwithstanding the foregoing, either Buyer or Seller shall have the right to exclude an Asset from the sale if the Environmental Defect Value exceeds the Allocated Value of the Asset(s) affected thereby. (c) In connection with any determination by an Independent Expert pursuant to Section 16.03 with respect to an Environmental Defect or its Environmental Defect Value: (i) neither Party may not introduce or otherwise use information obtained after the Closing Date with respect to such Environmental Defect or Environmental Defect Value, (ii) Buyer may not assert any violation of Environmental Law that is not specified in Buyer’s notice with respect to such Environmental Defect, and (iii) such Environmental Defect Value may not exceed the amount thereof asserted in Buyer’s notice with respect thereto. (d) Notwithstanding anything to the contrary in this Agreement, (i) if the Environmental Defect Value for a given individual Environmental Defect does not exceed $50,000, then no adjustment to the Purchase Price shall be made for such Environmental Defect; (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and all Environmental Defects (exceeding $50,000) does not exceed three two percent (32%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefore therefor; and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and all Environmental Defects (exceeding $50,000) does exceed three two percent (32%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excess.

Remedies for Environmental Defects. (a) If Subject to Seller’s continuing right to dispute the existence of an Environmental Defect and/or the Remediation Amount asserted with respect thereto, and subject to the rights of the Parties pursuant to Section 14.1(c), in the event that any Environmental Defect described in a notice delivered timely asserted by Buyer in accordance with Section 4.03 12.1(a) is not waived in writing by Buyer or cured on or before the Closing, then, subject to the Individual Environmental Defect Threshold and the Environmental Deductible, Seller has not elected to exclude shall, at its sole option, elect to: (i) reduce the affected Assets from this sale or Buyer and Seller have not agreed for Seller to indemnify Buyer Purchase Price by the Remediation Amount; (ii) assume responsibility for the Remediation of such Environmental Defect; (iii) retain the entirety of the Environmental Defect Property that is subject to such Environmental Defect, then together with all associated Assets, in which event the Purchase Price shall be reduced by an amount equal to the Environmental Defect Allocated Value of such Environmental Defect as agreed by the Parties.Property and such associated Assets; (biv) If subject to Buyer’s right to agree to accept such indemnity, indemnify Buyer and Seller have not agreed as against all Liability resulting from such Environmental Defect with respect to the validity of any asserted Environmental Defect, or if the Parties have not agreed on the Environmental Defect Value thereforProperty pursuant to an indemnity agreement (the “Environmental Indemnity Agreement”) substantially in the form of Exhibit J; or (v) if applicable, and if Seller shall not have elected to exclude the affected Assets from terminate this sale Agreement pursuant to Section 4.03(b)(ii14.1(c). If Seller elects the option set forth in clause (i) above, then either Party if Closing occurs, Buyer shall have the right to elect be deemed to have the validity assumed responsibility for all of the asserted Environmental Defect, and/or costs and expenses attributable to the Remediation of the Environmental Defect Value for such Environmental Defect, determined by an Independent Expert pursuant to Section 16.03. If the validity of any such asserted Environmental Defect or the amount of any such Environmental Defect Value is not determined by the Closing, the Asset affected by such disputed Environmental Defect shall be excluded from the Closing and the Purchase Price paid at the Closing shall be reduced by the Allocated Value of that Asset. Upon resolution of such dispute, the Allocated Value of that Asset less the Environmental Defect Value, if any, found to be Condition attributable to such Environmental Defect shalland all of all Liabilities with respect thereto and such responsibility of Buyer shall be deemed to constitute part of the Assumed Obligations hereunder. If Seller elects the option set forth in clause (ii) above, subject Seller shall use reasonable efforts to this Section 4.04implement such Remediation in a manner which is consistent with the requirements of Environmental Laws in a timely fashion for the type of Remediation that Seller elects to undertake and Buyer, be paid by Buyer effective as of the Closing, grants to Seller and its representatives, access to the Asset conveyed to Buyer, if that is part conduct such Remediation. Seller will be deemed to have adequately completed the Remediation required in the immediately preceding sentence (A) upon receipt of the mutually agreed settlement. Notwithstanding the foregoing, either Buyer a certificate or Seller shall have the right to exclude an Asset approval from the sale if applicable Governmental Authority that the Environmental Defect Value exceeds Remediation has been implemented to the Allocated Value extent necessary to comply with existing Laws or (B) upon receipt of a certificate from a licensed professional engineer that the Asset(s) affected thereby. (c) Remediation has been implemented to the extent necessary to comply with existing Laws. Notwithstanding anything to the contrary in this AgreementArticle XII, (i) if the aggregate Remediation Amounts attributable to the effects of all Environmental Defects upon any Environmental Defect Property shall not exceed the Allocated Value of the Environmental Defect Value for a given individual Environmental Defect does not exceed $50,000, then no adjustment to the Purchase Price shall be made for such Environmental Defect; (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefore and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excessProperty.

Remedies for Environmental Defects. (a) If Sellers and Purchaser shall attempt to agree on a resolution with respect to any Environmental Defect described in a notice delivered in accordance with Section 4.03 is not cured on or before the prior to Closing. Sellers may, at their collective option (and at their sole cost, risk, and Seller has not elected expense), attempt to exclude the affected Assets from this sale or Buyer and Seller have not agreed cure such Environmental Defect at any time prior to Closing. For each claim asserted by Purchaser for Seller to indemnify Buyer for the an Environmental Defect, then with respect to which the Parties cannot agree upon the Environmental Defect or the Environmental Defect Value (or whether or to what extent the Environmental Defect has been cured or remediated), at the sole option of Purchaser, (i) Sellers shall deliver to Purchaser a written indemnity agreement, in form and substance reasonable satisfactory to Purchaser, under which Sellers agree to fully, jointly and severally indemnify Purchaser from any and all losses, costs, expenses, claims and damages (including diminution in value) arising out of, or resulting from, such Environmental Defect (in which case there shall be no reduction in the Purchase Price), provided that such indemnification obligation shall be limited to the Allocated Value for the affect Asset, or (ii) the Purchase Price shall be reduced by the Environmental Defect Value with respect to each Environmental Defect (or, subject to Section 6.5, in the event that the Parties do not agree upon the existence of an Environmental Defect, or the Environmental Defect Value with respect thereto, Purchaser’s estimate of the Environmental Defect), provided that such reduction in the Purchase Price shall not exceed the Allocated Value for the affected Asset. Notwithstanding the foregoing, in the event that the aggregate of all Environmental Defects affecting an Asset exceeds the Allocated Value of such Environmental Defect as agreed Asset, such Asset shall be removed from the transactions contemplated by this Agreement and the Purchase Price shall be reduced by the PartiesAllocated Value of the Assets, subject to Section 6.5. (b) If Buyer and Seller on or before Closing the Parties have not agreed as to upon the validity of any asserted Environmental Defect, Defect or if the Parties have not agreed on the Environmental Defect Value thereforattributable thereto, and if Seller shall not have elected to exclude the affected Assets from this sale pursuant to Section 4.03(b)(ii), then either Party shall have the right to elect to have the validity of the asserted Environmental Defect, and/or the Environmental Defect Value for such Environmental Defect, determined by an Independent Expert pursuant to Section 16.03. If the validity of any such asserted Environmental Defect or the amount of any such Environmental Defect Value is not determined by the Closing, the Asset affected by such disputed Environmental Defect shall be excluded from the Closing and the Purchase Price paid at the Closing shall be reduced by the Allocated Value of that Asset. Upon resolution of such dispute, the Allocated Value of that Asset less the Environmental Defect Value, if any, found an independent expert pursuant to be attributable to such Environmental Defect shall, subject to this Section 4.04, be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlement. Notwithstanding the foregoing, either Buyer or Seller shall have the right to exclude an Asset from the sale if the Environmental Defect Value exceeds the Allocated Value of the Asset(s) affected thereby6.5. (c) Notwithstanding anything to the contrary in this Agreement, (i) if the Environmental Defect Value for a given individual Environmental Defect does not exceed $50,000, then no any adjustment to the Purchase Price for Environmental Defects shall be made subject to Section 5.5(d). (d) Without limitation of the rights of Purchaser pursuant to this Article 6, Purchaser acknowledges that the Assets have been used for such exploration, development and production of Hydrocarbons and that there may be petroleum, produced water, wastes, or other substances or materials located in, on or under the Assets. Equipment and sites included in the Assets may contain asbestos, hazardous substances (as defined in applicable Environmental Defect; Laws) or naturally occurring radioactive materials (ii) if the aggregate adjustment “NORM”). NORM may affix or attach itself to the Purchase Price determined inside of xxxxx, materials, and equipment as scale or in accordance other forms. The xxxxx, materials and 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 this Agreement various environmental media, including without limitation, water, soils or sediment. Special procedures may be required for Title Defects the assessment, remediation, removal, transportation or disposal of environmental media, wastes, asbestos, hazardous substances, and Environmental Defects does not exceed three percent (3%) of NORM from the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefore and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excessAssets.

Remedies for Environmental Defects. (a) If Subject to Seller’s continuing right to dispute the existence of an Environmental Defect and the Remediation Amount asserted with respect thereto, in the event that any Environmental Defect described in a notice delivered timely and properly asserted by Purchaser in accordance with Section 4.03 5.4(b) has an associated Remediation Amount that exceeds the Individual Environmental Defect Threshold, and such Environmental Defect is not cured waived in writing by Purchaser or Remediated on or before the Closing, and Seller has not elected to exclude the affected Assets from this sale or Buyer and Seller have not agreed for Seller to indemnify Buyer for the Environmental Defectshall, then at its sole option, elect to: (i) reduce the Purchase Price shall be reduced by the Environmental Defect Value of such Environmental Defect as agreed by the Parties. (b) If Buyer and Seller have not agreed as to the validity of any asserted Environmental Defect, or if the Parties have not agreed on the Environmental Defect Value therefor, and if Seller shall not have elected to exclude the affected Assets from this sale pursuant to Section 4.03(b)(ii), then either Party shall have the right to elect to have the validity of the asserted Environmental Defect, and/or the Environmental Defect Value for such Environmental Defect, determined by an Independent Expert pursuant to Section 16.03. If the validity of any such asserted Environmental Defect or the amount of any such Environmental Defect Value is not determined by the Closing, the Asset affected by such disputed Environmental Defect shall be excluded from the Closing and the Purchase Price paid at the Closing shall be reduced by the Allocated Value of that Asset. Upon resolution of such dispute, the Allocated Value of that Asset less the Environmental Defect Value, if any, found to be attributable to such Environmental Defect shall, subject to this Section 4.04, be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlement. Notwithstanding the foregoing, either Buyer or Seller shall have the right to exclude an Asset from the sale if the Environmental Defect Value exceeds the Allocated Value of the Asset(s) affected thereby. (c) Notwithstanding anything to the contrary in this Agreement, (i) if the Environmental Defect Value for a given individual Environmental Defect does not exceed $50,000, then no adjustment to the Purchase Price shall be made Remediation Amount for such Environmental Defect; (ii) if exclude the aggregate adjustment Well, well site, and dedicated tank battery, Centralized Tank Battery and associated xxxxx (and site relating to same), or salt water disposal or injection facility (and site relating to same) affected by the Environmental Defect and all of the associated Purchased Assets required for or the result of operation of the foregoing, including the associated Leases and Equipment, in which case the Purchased Assets affected by the alleged Environmental Defect shall be Excluded Assets and the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does not exceed three percent (3%) shall be reduced by an amount equal to the Allocated Value of the Purchase Price prior Purchased Assets affected by the Environmental Defect; or (iii) proceed to Closing without any adjustments thereto, then no adjustment of the Purchase Price shall be made therefore for the Environmental Defect and (iii) if the aggregate adjustment to the Purchase Price determined resolve any remaining Environmental Disputed Matter post-Closing in accordance with Section 5.4(d) of this Agreement Agreement. Seller shall advise Purchaser in writing of its election above no later than twenty-four (24) hours before the Closing. If Seller fails to timely notify Purchaser of its election above, then Seller shall be deemed to have accepted the Remediation Amount proposed by Purchaser and Seller shall be deemed to have elected the option set forth in clause (i) above. If Seller elects the option set forth in clause (i) above, Purchaser shall be deemed to have assumed responsibility for Title Defects all costs and expenses attributable to the Remediation of the applicable Environmental Defects does exceed three Defect (net to the Purchased Assets) and all Liabilities (net to the Purchased Assets), including Environmental Liabilities, with respect thereto, and Purchaser’s obligations with respect to the foregoing shall be deemed to constitute part of the Assumed Obligations. Notwithstanding anything contained hereinabove, in the event that the Parties agree that the Remediation Amount exceeds seventy-five percent (375%) of the Purchase Price prior Allocated Value of the Purchased Asset(s) affected by the Environmental Defect, Purchaser shall have the option to any adjustments theretoexclude said Purchased Asset from this Agreement in which case the Purchased Asset(s) affected by the Environmental Defect, then including the associated Leases and Equipment, shall be Excluded Assets and the Purchase Price shall only be adjusted reduced by an amount equal to the Allocated Value of the Purchased Asset(s) affected by the amount Environmental Defect. No later than forty-eight (48) hours before the Closing, Purchaser shall advise Seller in writing of its election to exclude any Purchased Asset for the reason that the Remediation Amount associated with the Environmental Defect alleged to be affecting such Purchased Asset exceeds seventy-five percent (75%) of the Allocated Value of such excess.Purchased Asset. If Seller disputes that the value of the Remediation Amount exceeds seventy-five percent (75%) of the Allocated Value of such Purchased Asset alleged to be affected by the Environmental Defect, Seller shall advise Purchaser in writing no later than twenty-four (24) hours before the Closing of Seller’s election of either clause (ii) or (iii) above as the remedy for such Environmental Defect. Initials: Seller _________ Purchaser _________ 20

Remedies for Environmental Defects. (a) If Subject to the continuing right of Seller to dispute the existence of an asserted Environmental Defect or the asserted Environmental Defect Value and subject to the rights of the Parties under Section 13.01(f), if any Environmental Defect described in a notice delivered timely asserted by Buyer in accordance with Section 4.03 5.03 is not waived in writing by Buyer or cured on or before the Closing, and Seller has not elected shall, at its sole option, elect to: (i) subject to exclude Section 5.04(c), reduce the affected Assets Purchase Price by the Environmental Defect Value for the Environmental Defect as determined in accordance with Section 5.02(c) or Article XVIII (which shall cause such alleged Environmental Defect to become an Assumed Obligation under Section 16.02); (ii) indemnify Buyer against all claims resulting from this sale or the Environmental Defect pursuant to an indemnity agreement mutually agreeable to Buyer and Seller have not agreed for Seller (the “Environmental Indemnity Agreement”); or (iii) retain the entirety of the Asset that is subject to indemnify Buyer for the such Environmental Defect, then together with all associated Assets, in which event the Purchase Price shall be reduced by an amount equal to the Environmental Defect Allocated Value of such Environmental Defect as agreed by the PartiesAsset and the associated Assets. (b) If at or before the Closing Buyer and Seller have not agreed as to on the validity of any asserted Environmental Defect, Defect or if the Parties have not agreed on the Environmental Defect Value therefor, attributable to the Environmental Defect and if Seller shall has not have elected to exclude indemnify the affected Buyer with respect to the Environmental Defect under Section 5.04(a)(ii) or to retain the Assets from this sale pursuant to associated with the Environmental Defect under Section 4.03(b)(ii5.04(a)(iii), then either Party Buyer or Seller shall have the right to elect to have the Dispute regarding the validity of the asserted Environmental Defect, and/or Defect or the Environmental Defect Value for such Environmental Defect, determined by an Independent Expert pursuant to Section 16.03in accordance with Article XVIII. If the validity of any such asserted Environmental Defect or the amount of any such Environmental Defect Value is not determined by the ClosingIn that event, the Asset affected by such disputed Environmental Defect shall be excluded from the Closing and the Purchase Price paid at the Closing shall not be reduced by virtue of the Allocated Value of that Asset. Upon disputed Environmental Defect or Environmental Defect Value, but on the final resolution of such dispute, the Allocated Value of that Asset less Dispute the Environmental Defect Value, if any, found to be attributable to such the Environmental Defect shall, subject to this Section 4.045.04(c), be paid refunded by Seller to Buyer to Seller and the Asset conveyed to Buyer, if that is part within five (5) Business Days of the mutually agreed settlement. Notwithstanding the foregoing, either Buyer or Seller shall have the right to exclude an Asset from the sale if the Environmental Defect Value exceeds the Allocated Value of the Asset(s) affected therebysuch resolution. (c) Notwithstanding anything to the contrary in this Agreement, Agreement (i) if the Environmental Defect Value for a given particular individual Environmental Defect does not exceed $50,000, then no adjustment to the Purchase Price shall be made for such Environmental Defect; , (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for the sum of all Environmental Defects and Title Defects and Environmental Defects (each exceeding $50,000) does not exceed three percent (3%) of the Unadjusted Purchase Price prior to any adjustments theretoother adjustments, then no adjustment of the Purchase Price shall be made therefore on account of Environmental Defects, and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for the sum of all Environmental Defects and Title Defects and Environmental Defects (each exceeding $50,000) does exceed three percent (3%) of the Unadjusted Purchase Price prior to any adjustments theretoother adjustments, then the Purchase Price shall only be adjusted only by the amount of such excess.