Common use of Environmental Assessment Clause in Contracts

Environmental Assessment. Buyer shall have the right for a period commencing upon execution of this Agreement by both parties and ending on November 28, 2012, to conduct an environmental assessment of the Assets, at Buyer’s sole risk, liability and expense. Seller shall make available to Buyer, during the environmental assessment period described above, Seller’s historical files regarding prior operations on the Assets, and provide Buyer and its representatives with reasonable access to the Assets to conduct the environmental assessment. Buyer shall provide Seller three (3) days prior written notice of a desired date(s) for such assessment and Seller shall have the right to be present during any assessment and, if any testing is conducted pursuant to Seller’s express prior written consent, Seller may require splitting of all samples. Notwithstanding any other provision of this Agreement to the contrary, Buyer shall not have the right to drill any test, monitor or other xxxxx or to extract samples of any air, soil, water or other substance from the Assets without Seller’s express prior written consent. If Buyer proposes a reasonable request to drill a test well or extract a sample pursuant to a systematic and customary procedure for the assessment of the environmental condition of the Assets and Seller refuses to grant its consent to such a well or sampling, then Buyer shall have the right, for a period of seventy-two (72) hours following notification of Seller’s refusal to consent, to deliver written notice to Seller of Buyer’s election to exclude from this transaction the portion of the Assets affected by such proposed test well or sample, and the Purchase Price shall be adjusted accordingly by the Allocated Value of such portion of the Assets so excluded. Under no circumstances whatsoever shall Seller ever be obligated to grant its consent to any such test xxxxx or sampling proposed by Buyer, and Buyer’s sole and exclusive remedy for any refusal by Seller to grant its consent shall be the limited right contained in the preceding sentence to exclude the affected Assets from the transactions contemplated by this Agreement. If Buyer fails to exercise the right to exclude such Assets by written notice to Seller delivered prior to the expiration of the seventy-two hour period described above, then Buyer shall be conclusively deemed to have waived such right and shall be obligated to purchase the affected Assets without conducting such testing or sampling or any adjustment of the Purchase Price unless otherwise provided in this Agreement.

Environmental Assessment. Buyer shall Upon notice to Quicksilver, BreitBurn shall, subject to the provisions of Section 6.4(a) and this Section 6.14(a), have the right for a period commencing upon execution of this Agreement by both parties and ending on November 28, 2012, to conduct an environmental assessment of all or any portion of the AssetsAcquired Assets (the “Environmental Assessment”) to be conducted by a reputable environmental consulting or engineering firm approved in advance in writing by Quicksilver but only to the extent that Quicksilver may grant such right without violating any obligations to any third party. The Environmental Assessment shall be conducted at the sole cost, at Buyer’s sole risk, liability risk and expense. Seller shall make available to Buyer, during the environmental assessment period described above, Seller’s historical files regarding prior operations on the Assetsexpense of BreitBurn, and provide Buyer and its representatives with reasonable access shall be subject to the indemnity provisions of Section 6.4(a) and Section 9.3. Prior to conducting any sampling, boring, drilling or other invasive investigative activity with respect to the Acquired Assets (“Invasive Activity”), BreitBurn shall furnish for Quicksilver’s review a proposed scope of such Invasive Activity, including a description of the activities to conduct be conducted and a description of the environmental assessmentapproximate locations of such activities. Buyer Any Invasive Activity shall provide Seller three (3) days be subject to the prior written notice approval of Quicksilver, and Quicksilver may require reasonable modifications of the proposed Invasive Activity as a desired date(s) for condition of such assessment and Seller approval. Quicksilver shall have the right to be present during any assessment and, if any testing is conducted pursuant to Seller’s express prior written consent, Seller may require splitting of all samples. Notwithstanding any other provision of this Agreement to the contrary, Buyer shall not have the right to drill any test, monitor or other xxxxx or to extract samples of any air, soil, water or other substance from the Assets without Seller’s express prior written consent. If Buyer proposes a reasonable request to drill a test well or extract a sample pursuant to a systematic and customary procedure for the assessment Environmental Assessment of the environmental condition of the Acquired Assets and Seller refuses to grant its consent to such a well or sampling, then Buyer shall have the right, for a period of seventy-two (72) hours following notification of Seller’s refusal to consentat its option and expense, to deliver written notice to Seller of Buyer’s election to exclude from this transaction the portion split samples with BreitBurn. After completing any Environmental Assessment of the Acquired Assets, BreitBurn shall, at its sole cost and expense, restore the Acquired Assets affected by to approximately their original condition prior to the commencement of such proposed test well or sampleEnvironmental Assessment, unless Quicksilver agrees that such restoration is unnecessary, and shall promptly dispose of all drill cuttings, corings, or other investigative-derived wastes generated in the Purchase Price shall be adjusted accordingly by the Allocated Value of such portion course of the Assets so excludedEnvironmental Assessment. Under no circumstances whatsoever BreitBurn shall Seller ever be obligated maintain, and shall cause its officers, employees, representatives, consultants and advisors to grant its consent maintain, all information obtained by BreitBurn pursuant to any Environmental Assessment or other due diligence activity as strictly confidential prior to Closing or in perpetuity if Closing does not occur, unless disclosure of any facts discovered through such test xxxxx Environmental Assessment is required under any Environmental Laws. BreitBurn shall provide Quicksilver with a copy of the final draft of all environmental reports prepared by, or sampling proposed on behalf of, BreitBurn with respect to any Environmental Assessment or Invasive Activity conducted on the Acquired Assets. In the event that any necessary disclosures under applicable Environmental Laws are required prior to Closing with respect to matters discovered by Buyerany Environmental Assessment conducted by, and Buyer’s sole and exclusive remedy for any refusal by Seller to grant its consent or on behalf of BreitBurn, BreitBurn agrees that Quicksilver shall be the limited right contained in the preceding sentence to exclude the affected Assets from the transactions contemplated by this Agreement. If Buyer fails to exercise the right to exclude responsible party for disclosing such Assets by written notice to Seller delivered prior matters to the expiration of the seventy-two hour period described above, then Buyer shall be conclusively deemed to have waived such right and shall be obligated to purchase the affected Assets without conducting such testing or sampling or any adjustment of the Purchase Price unless otherwise provided in this Agreementappropriate Governmental Entities.

Environmental Assessment. Buyer shall have the right for may, or may engage a period commencing upon execution of this Agreement by both parties and ending on November 28qualified environmental contractor to, 2012, to conduct an on-site inspection, environmental assessment assessment, and compliance audit of the Assets, Assets (an “Environmental Assessment”) at Buyer’s sole risk, liability Liability, and expense. Seller shall make available to Buyer, during the environmental assessment period described above, Seller’s historical files regarding prior operations on the Assets, and provide Buyer and its representatives with reasonable access to the Assets to conduct the environmental assessment. ; provided that: (i) Buyer shall provide Seller three (3) days with prior written notice of any activities conducted on-site at the Assets with respect to any such Environmental Assessment, and shall provide Seller the opportunity to participate in all such activities; (ii) any contractor engaged to perform all or any portion of such Environmental Assessment shall execute and deliver to Seller a desired date(sconfidentiality agreement in a form reasonably acceptable to Seller; (iii) for with respect to those Assets not operated by Seller, Buyer shall have first received the written consent of the operator of such assessment Assets to the extent such consent is required (and Seller shall have the right use commercially reasonable efforts to be present during any assessment and, if any testing is conducted pursuant to Seller’s express prior assist Buyer in obtaining such written consent, Seller may require splitting of all samples. Notwithstanding any other provision of this Agreement to the contrary, ); and (iv) Buyer shall not have the right to drill conduct, authorize, or permit any testtest drilling, monitor sampling, or other xxxxx or to extract samples of any air, soil, water or other substance from the Assets on-site activities without Seller’s express prior written consent. If Buyer proposes a reasonable request to drill a test well or extract a sample pursuant to a systematic notice to, and customary procedure for the assessment prior written consent of, Seller, which consent may be withheld at the sole discretion of Seller (together with the environmental condition of the Assets and Seller refuses to grant its consent to such a well or sampling, then Buyer shall have the right, for a period of seventy-two (72) hours following notification of Seller’s refusal to consent, to deliver prior written notice to Seller to, and prior written consent of, the operator of those Assets not operated by Seller). In the event that (x) Buyer, in its reasonable discretion based on the findings of Buyer’s election Environmental Assessment, determines that an invasive test or procedure (including test drilling, sampling, or other on-site activities) is needed with respect to an Asset and Buyer does not receive any necessary consents to conduct such invasive test or procedure or (y) Buyer is not granted access to an Asset for the purpose of conducting its Environmental Assessment, Purchaser may, in its sole discretion exclude from this transaction the portion of affected Asset, in which event the Assets affected by such proposed test well or sample, and the Base Purchase Price shall be adjusted accordingly reduced by the Allocated Value of such portion of the Assets so excluded. Under no circumstances whatsoever Asset and such Asset shall Seller ever thereafter be obligated to grant its consent to any such test xxxxx or sampling proposed by Buyer, and Buyer’s sole and exclusive remedy for any refusal by Seller to grant its consent shall be the limited right contained in the preceding sentence to exclude the affected Assets from the transactions contemplated by this Agreementtreated as an Excluded Asset. If Buyer fails or any of its Representatives prepares a final report with respect to exercise the right to exclude such Assets by written notice to Seller delivered prior to the expiration its Environmental Assessment of the seventy-two hour period described aboveAssets, then Buyer shall be conclusively deemed shall, pursuant to have waived such right and shall be obligated in accordance with the terms of Section 3.3(a), furnish a copy thereof to purchase the affected Assets without conducting such testing or sampling or any adjustment of the Purchase Price unless otherwise provided in this AgreementSeller.

Environmental Assessment. The parties hereto acknowledge that the Company and the Lakers have granted the Buyer or a consultant acting on Buyer's behalf the right to cause environmental assessments to be performed with respect to such of the Facilities as are selected by Buyer or any other properties where the Company's or any Subsidiary's Hazardous Materials may have been sent for treatment, storage, disposal or recycling. All such assessments shall be completed as soon as possible after the date hereof and in any event shall be completed prior to the Closing Date. The scope of the environmental assessments shall be determined by Buyer and may include, without limitation, soil gas testing, wastewater discharge testing, underground and above ground storage tank testing, soil sampling, groundwater or surface water testing, air monitoring and testing of suspected asbestos containing materials. The Shareholders shall cause the Company to cooperate with Buyer and the consultants in the conduct of the assessments and shall allow Buyer and the consultants access to the Facilities and Business. The Shareholders shall cause the Company to make available to Buyer and the consultants the Company's employees who are knowledgeable concerning the Business (and current and historical operations at the Facilities) and all 45 documents or information requested by Buyer or the consultants relating to matters within the scope of the assessments. Buyer's consultant shall prepare a report documenting the finding of the assessments. Buyer shall have provide the right Shareholder Representative with a copy of such report, upon request. Provided the Acquisition closes, the cost of such assessments shall be paid by the Buyer. In the event the Acquisition is not consummated for any reason (other than a period commencing upon execution breach of this Agreement by both parties and ending on November 28, 2012, to conduct an environmental assessment of the Assets, at Buyer’s sole risk, liability and expense. Seller shall make available to Buyer, during the environmental assessment period described above, Seller’s historical files regarding prior operations on the Assets, and provide Buyer and its representatives with reasonable access to the Assets to conduct the environmental assessment. Buyer shall provide Seller three (3) days prior written notice of a desired date(s) for such assessment and Seller shall have the right to be present during any assessment and, if any testing is conducted pursuant to Seller’s express prior written consent, Seller may require splitting of all samples. Notwithstanding any other provision of this Agreement to the contrary, Buyer shall not have the right to drill any test, monitor or other xxxxx or to extract samples of any air, soil, water or other substance from the Assets without Seller’s express prior written consent. If Buyer proposes a reasonable request to drill a test well or extract a sample pursuant to a systematic and customary procedure for the assessment of the environmental condition of the Assets and Seller refuses to grant its consent to such a well or sampling), then Buyer shall have the right, for a period of seventy-two (72) hours following notification of Seller’s refusal to consent, to deliver written notice to Seller of Buyer’s election to exclude from this transaction the portion of the Assets affected by such proposed test well or sample, Company and the Purchase Price Lakers, jointly and severally, shall be adjusted accordingly by pay and indemnify Buyer against the Allocated Value entire cost of such portion of the Assets so excluded. Under no circumstances whatsoever shall Seller ever be obligated to grant its consent to any such test xxxxx or sampling proposed by Buyer, and Buyer’s sole and exclusive remedy for any refusal by Seller to grant its consent shall be the limited right contained in the preceding sentence to exclude the affected Assets from the transactions contemplated by this Agreement. If Buyer fails to exercise the right to exclude such Assets by written notice to Seller delivered prior to the expiration of the seventy-two hour period described above, then Buyer shall be conclusively deemed to have waived such right and shall be obligated to purchase the affected Assets without conducting such testing or sampling or any adjustment of the Purchase Price unless otherwise provided in this Agreementassessments.

Environmental Assessment. Buyer Provide to the Lender from time-to-time, at the Borrower's sole fee, cost and expense, if the Lender shall ever have reason to believe that any Hazardous Material adversely affects the Premises, or if any Governmental Action is made or threatened, or if an Event of Default shall have occurred, an Environmental Assessment, which Environmental Assessment shall have been ordered by the right for a period commencing upon execution of this Agreement by both parties Borrower within ten (10) days after the Lender's request and ending on November 28, 2012, which shall be delivered to conduct an environmental assessment the Lender promptly after the date of the AssetsLender's request. At all other times, the Lender may request an Environmental Assessment to be provided by the Borrower at Buyer’s sole risk, liability and the Lender's expense. Seller shall make The Borrower will cooperate with each consulting firm making any Environmental Assessment and will promptly supply to the consulting firm, from time to time upon request, all information available to Buyer, during the environmental assessment period described above, Seller’s historical files regarding prior operations on Borrower to facilitate the Assets, and provide Buyer and its representatives with reasonable access completion of the Environmental Assessment. If the Borrower fails to furnish the Assets to conduct the environmental assessment. Buyer shall provide Seller three Lender within ten (310) days prior written notice after the Lender's request with a copy of a desired date(san agreement with an acceptable environmental consulting firm to provide such Environmental Assessment, or if the Borrower fails to order such Environmental Assessment within ten (10) for days after the Lender's request, the Lender may cause any such assessment and Seller shall have the right Environmental Assessment to be present during made at the Borrower's fee, cost, expense and risk. The Lender may disclose to interested parties any assessment and, if any testing is conducted pursuant to Seller’s express prior written consent, Seller may require splitting of all samples. Notwithstanding any other provision of this Agreement to information the contrary, Buyer shall not have the right to drill any test, monitor or other xxxxx or to extract samples of any air, soil, water or other substance from the Assets without Seller’s express prior written consent. If Buyer proposes a reasonable request to drill a test well or extract a sample pursuant to a systematic and customary procedure for the assessment of Lender ever has about the environmental condition or compliance of the Assets and Seller refuses Premises, but shall be under no duty to grant its consent disclose any such information except as may be required by law. The Lender shall be under no duty to such a well or sampling, then Buyer shall have the right, for a period of seventy-two (72) hours following notification of Seller’s refusal to consent, to deliver written notice to Seller of Buyer’s election to exclude from this transaction the portion make any Environmental Assessment of the Assets affected by such proposed test well or samplePremises, and in no event shall any such Environmental Assessment by the Purchase Price Lender be or give rise to a representation that any Hazardous Material is or is not present on the Premises, or that there has been or shall be adjusted accordingly compliance with any Hazardous Materials Law, nor shall the Borrower or any other Person be entitled to rely on any Environmental Assessment made by the Allocated Value Lender or at the Lender's request. The Lender owes no duty of such portion of care to protect the Assets so excluded. Under no circumstances whatsoever shall Seller ever be obligated to grant its consent to any such test xxxxx or sampling proposed by Buyer, and Buyer’s sole and exclusive remedy for any refusal by Seller to grant its consent shall be the limited right contained in the preceding sentence to exclude the affected Assets from the transactions contemplated by this Agreement. If Buyer fails to exercise the right to exclude such Assets by written notice to Seller delivered prior to the expiration of the seventy-two hour period described above, then Buyer shall be conclusively deemed to have waived such right and shall be obligated to purchase the affected Assets without conducting such testing or sampling Borrower or any adjustment of other Person against, or to inform them of, any Hazardous Material or other adverse condition affecting the Purchase Price unless otherwise provided in this AgreementPremises.

Environmental Assessment. Buyer shall have the right for a period commencing Immediately upon execution of this Agreement by both parties and ending on November 28Agreement, 2012, Seller shall provide to conduct an environmental assessment Buyer copies of any Phase I and/or Phase II of the AssetsReal Property in Seller’s possession. Within ten (10) days after execution of this Agreement, Buyer may obtain, at Buyer’s sole riskexpense, liability a Phase I ESA of the Real Property conducted by an independent environmental investigations and expensetesting firm selected by Buyer and reasonably acceptable to Seller. Buyer shall promptly deliver to Seller a copy of any resulting ESA report. In the event any Phase I ESA identifies a Recognized Environmental Condition and recommends a Phase II ESA, Buyer may order the completion of such Phase II ESA within five (5) days of its receipt of the Phase I ESA, at Buyer’s, by an independent environmental investigations and testing firm selected by Buyer and reasonably acceptable to Seller. Further, Buyer shall give Seller written notice within fifteen (15) days after receipt of the Phase II ESA of any material REC that Buyer reasonably deems unacceptable. Seller shall make available may either elect to cure such condition(s) to the reasonable satisfaction of Buyer or notify Buyer in writing within fifteen (15) Business Days after receipt of Buyer, during the environmental assessment period described above, ’s timely notice of Seller’s historical files regarding prior operations election not to cure the same. If Seller elects not to cure, Buyer may elect to proceed toward Closing or provide written notice of termination to Seller within five (5) Business Days of the receipt of Seller’s notice. Buyer’s failure to deliver any notice required hereunder on a timely basis shall constitute a waiver of any objections Buyer may have had with respect to the Assets, and provide condition of the Real Property. Buyer and its employees, agents and representatives shall keep all contents of any assessment confidential and disclose the contents thereof only with reasonable access to the Assets to conduct the environmental assessment. Buyer shall provide Seller three (3) days prior written notice consent of a desired date(s) for such assessment and Seller shall have the right to or as may be present during any assessment and, if any testing is conducted pursuant to Seller’s express prior written consent, Seller may require splitting of all samples. Notwithstanding any other provision of this Agreement to the contrary, Buyer shall not have the right to drill any test, monitor or other xxxxx or to extract samples of any air, soil, water or other substance from the Assets without Seller’s express prior written consent. If Buyer proposes a reasonable request to drill a test well or extract a sample pursuant to a systematic and customary procedure for the assessment of the environmental condition of the Assets and Seller refuses to grant its consent to such a well or sampling, then Buyer shall have the right, for a period of seventy-two (72) hours following notification of Seller’s refusal to consent, to deliver written notice to Seller of Buyer’s election to exclude from this transaction the portion of the Assets affected by such proposed test well or sample, and the Purchase Price shall be adjusted accordingly by the Allocated Value of such portion of the Assets so excluded. Under no circumstances whatsoever shall Seller ever be obligated to grant its consent to any such test xxxxx or sampling proposed by Buyer, and Buyer’s sole and exclusive remedy for any refusal by Seller to grant its consent shall be the limited right contained in the preceding sentence to exclude the affected Assets from the transactions contemplated by this Agreement. If Buyer fails to exercise the right to exclude such Assets by written notice to Seller delivered prior to the expiration of the seventy-two hour period described above, then Buyer shall be conclusively deemed to have waived such right and shall be obligated to purchase the affected Assets without conducting such testing or sampling or any adjustment of the Purchase Price unless otherwise provided in this Agreementrequired under applicable law.

Environmental Assessment. Buyer shall have the right for a period commencing upon execution of this Agreement by both parties and ending on November 28, 2012the Examination Period End Date, to conduct an environmental assessment of the Assets, at Buyer’s sole risk, liability and expense. Seller shall make available to Buyer, during the environmental assessment period described above, Seller’s historical files regarding prior operations on the Assets, and provide Buyer and its representatives with reasonable access to the Assets to conduct the environmental assessment. Buyer shall provide Seller three (3) days prior written notice of a desired date(s) date and time for such assessment and Seller shall have the right to be present during any assessment and, if any testing is conducted pursuant to Seller’s express prior written consent, Seller may require splitting of all samples. Notwithstanding any other provision of this Agreement to the contrary, Buyer shall not have the right to drill any test, monitor or other xxxxx or to extract samples of any air, soil, water or other substance from the Assets without Seller’s express prior written consent. If Buyer proposes a reasonable request to drill a test well or extract a sample pursuant to a systematic and customary procedure for the assessment of the environmental condition of the Assets and Seller refuses to grant its consent to such a well or sampling, then Buyer shall have the right, for a period of seventy-two (72) hours following notification of Seller’s refusal to consent, to deliver written notice to Seller of Buyer’s election to exclude from this transaction the portion of the Assets affected by such proposed test well or sample, and the Purchase Price shall be adjusted reduced accordingly by the Allocated Value of such portion of the Assets so excluded. Under no circumstances whatsoever shall Seller ever be obligated to grant its consent to any such test xxxxx or sampling proposed by Buyer, and Buyer’s sole and exclusive remedy for any refusal by Seller to grant its consent shall be the limited right contained in the preceding sentence to exclude the affected Assets from the transactions contemplated by this Agreement. If Buyer fails to exercise the right to exclude such Assets by written notice to Seller delivered prior to the expiration of the seventy-two hour period described above, then Buyer shall be conclusively deemed to have waived such right and shall be obligated to purchase the affected Assets without conducting such testing or sampling or any adjustment of the Purchase Price unless otherwise provided in this Agreement.

Environmental Assessment. (a) Upon notice to Seller, Buyer shall have the right for a period commencing upon execution of this Agreement by both parties and ending on November 28, 2012, to conduct an environmental assessment of all or any portion of the AssetsAssets (“Environmental Assessment”) to be conducted by a reputable environmental consulting or engineering firm approved in advance in writing by Seller; provided, to the extent the conduct of any part of such Environmental Assessment requires the consent of any Non-Party, then the conduct of such part shall be subject to obtaining such consent and Seller shall use its commercially reasonable efforts to promptly obtain such consent. Subject to Section 3.14(c), the Environmental Assessment shall be limited to Phase I Activities. The Environmental Assessment shall be conducted at the sole cost, risk and expense of Buyer, and shall be subject to Section 3.4(b) and Buyer’s sole risk, liability and expenseIndemnity Obligations thereunder. Seller shall make available to Buyer, during the environmental assessment period described above, Seller’s historical files regarding prior operations on the Assets, and provide Buyer and its representatives with reasonable access to the Assets to conduct the environmental assessment. Buyer shall provide Seller three (3) days prior written notice of a desired date(s) for such assessment and Seller shall have the right to be present during the Environmental Assessment of any assessment andAsset, if any testing is conducted and Buyer shall provide Seller advance written notice of the timing of same, which shall occur during Seller’s regular hours of business. Buyer shall maintain, and shall cause members of the Buyer Group to maintain, all information obtained by Buyer pursuant to Seller’s express prior written consentany Environmental Assessment or other due diligence activity as strictly confidential in accordance with the Confidentiality Agreement, provided such information shall remain confidential in perpetuity if the Closing does not occur, unless disclosure of any facts discovered through such Environmental Assessment is required under any applicable Law. Upon request, Buyer shall provide Seller may require splitting with a copy of the final draft of all samples. Notwithstanding Non-Party environmental reports prepared on behalf of Buyer with respect to any other provision of this Agreement Environmental Assessment conducted with respect to the Assets; provided, however, notwithstanding anything in the final draft to the contrary, Buyer shall not have makes no representations or warranties with respect to the right to drill any test, monitor accuracy or other xxxxx or to extract samples contents of any air, soil, water or other substance such environmental report and Seller releases Buyer from the Assets without Seller’s express prior written consentany liability with respect thereto. If Buyer proposes a reasonable request any necessary disclosures under applicable Laws are required prior to drill a test well or extract a sample pursuant Closing with respect to a systematic and customary procedure for the assessment of the environmental condition of the Assets and Seller refuses to grant its consent to such a well or sampling, then Buyer shall have the rightmatters discovered by any Environmental Assessment conducted by, for a period of seventy-two (72) hours following notification of Seller’s refusal to consent, to deliver written notice to Seller or on behalf of Buyer’s election to exclude from this transaction the portion of the Assets affected by such proposed test well or sample, and the Purchase Price shall be adjusted accordingly by the Allocated Value of such portion of the Assets so excluded. Under no circumstances whatsoever shall Buyer agrees that Seller ever be obligated to grant its consent to any such test xxxxx or sampling proposed by Buyer, and Buyer’s sole and exclusive remedy for any refusal by Seller to grant its consent shall be the limited right contained in the preceding sentence to exclude the affected Assets from the transactions contemplated by this Agreement. If Buyer fails to exercise the right to exclude responsible party for disclosing such Assets by written notice to Seller delivered prior matters to the expiration of appropriate Governmental Authorities to the seventy-two hour period described above, then extent Buyer shall be conclusively deemed is not required by Law to have waived disclose such right and shall be obligated matters to purchase the affected Assets without conducting such testing or sampling or any adjustment of the Purchase Price unless otherwise provided in this Agreementappropriate Governmental Authority.

Environmental Assessment. At its sole cost and expense, Buyer shall have commence and diligently pursue a Phase I environmental site assessment of the right for Assets as Buyer desires and may continue such examination through the Closing Date. Seller shall fully cooperate with Buyer and Buyer’s representatives in regard to this assessment by providing on a period commencing upon execution timely basis all information reasonably requested and access to the Assets, together with complete copies of this Agreement by both parties any and ending all previous Phase I or Phase II environmental site assessment reports on November 28the Assets, 2012if any, to conduct an which Seller has in its possession or control. Buyer shall consult with Seller before conducting any work comprising Buyer’s environmental site assessment of the Assets, at shall perform all such work in a safe and workmanlike manner so as not to unreasonably interfere with Seller’s operations, and will comply with all applicable laws, rules and regulations. With respect to any samples taken in connection with Buyer’s sole risk, liability and expense. Seller shall make available to Buyer, during the environmental site assessment period described above, Seller’s historical files regarding prior operations on of the Assets, and provide Buyer and its representatives with reasonable access to the Assets to conduct the environmental assessment. Buyer shall provide Seller three take split samples, providing one of each such sample, properly labeled and identified, to Seller. BUYER HEREBY AGREES TO RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS EACH PARTY SELLER AND THEIR RESPECTIVE PARTNERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, MEMBERS, SHAREHOLDERS, AFFILIATES, HEIRS, SUCCESSORS AND ASSIGNS, FROM AND AGAINST ALL CLAIMS, LOSSES, DAMAGES, COSTS, EXPENSES, CAUSES OF ACTION AND JUDGMENTS OF ANY KIND OR CHARACTER (3INCLUDING THOSE RESULTING FROM SELLER’S SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY) days ARISING OUT OF OR RELATING TO BUYER’S ENVIRONMENTAL SITE ASSESSMENT OF THE ASSETS. Notwithstanding the foregoing and assuming that Buyer complies with the notice requirements of this Section 4.06, prior written notice of a desired date(s) for such assessment and Seller to Closing Buyer shall have the right no indemnity obligation to be present during any assessment and, if any testing is conducted pursuant Seller with respect to SellerBuyer’s express prior written consent, Seller discovery of information that may require splitting of all samples. Notwithstanding any other provision of this Agreement lead to the contrary, Buyer shall not have the right to drill any test, monitor or other xxxxx or to extract samples of any air, soil, water or other substance Claims arising from the Assets without Seller’s express prior written consent. If Buyer proposes a reasonable request to drill a test well or extract a sample pursuant to a systematic and customary procedure for the assessment of the environmental condition of the Assets and Seller refuses prior to grant its consent to such a well or sampling, then Buyer shall have the right, for a period of seventy-two (72) hours following notification of Seller’s refusal to consent, to deliver written notice to Seller of Buyer’s election to exclude from this transaction the portion of the Assets affected by such proposed test well or sample, and the Purchase Price shall be adjusted accordingly by the Allocated Value of such portion of the Assets so excluded. Under no circumstances whatsoever shall Seller ever be obligated to grant its consent to any such test xxxxx or sampling proposed by Buyer, and Buyer’s sole and exclusive remedy for any refusal by Seller to grant its consent shall be the limited right contained in the preceding sentence to exclude the affected Assets from the transactions contemplated by this Agreement. If Buyer fails to exercise the right to exclude such Assets by written notice to Seller delivered prior to the expiration of the seventy-two hour period described above, then Buyer shall be conclusively deemed to have waived such right and shall be obligated to purchase the affected Assets without conducting such testing or sampling or any adjustment of the Purchase Price unless otherwise provided in this AgreementEnvironmental Review.

Environmental Assessment. Buyer shall have (a) Within forty-five (45) days from the right for a period commencing upon execution of this Agreement by both parties and ending on November 28Effective Date, 2012, to Purchaser may conduct an environmental assessment of the AssetsReal Property utilizing an environmental consultant of Purchaser's choice; provided, at Buyer’s sole riskhowever, liability and expense. Seller shall make available to Buyer, during the environmental assessment period described above, Seller’s historical files regarding prior operations on the Assets, and provide Buyer and its representatives with reasonable access to the Assets to conduct the environmental assessment. Buyer shall provide Seller three (3) days prior written notice of a desired date(s) for such assessment and Seller Purchaser shall have the right to be present during any assessment and, if any testing is conducted pursuant extend the aforesaid forty-five (45) day period for a period not to Seller’s express prior exceed fifteen (15) days upon delivery to Seller of written consent, Seller may require splitting notice of all samples. Notwithstanding any other provision the exercise of this Agreement to such extension right not later than the contrary, Buyer shall not have the right to drill any test, monitor or other xxxxx or to extract samples expiration of any air, soil, water or other substance from the Assets without Seller’s express prior written consentsaid forty-five (45) day period. If Buyer proposes a reasonable request to drill a test well the environmental assessment obtained or extract a sample pursuant to a systematic and customary procedure for the assessment conducted by Purchaser reveals any Environmental Contamination on or under any portion of the Real Property and if, in the good faith professional judgment of Purchaser's environmental condition consultant the Environmental Contamination could reasonably be expected to cost in excess of $50,000.00 per Environmental Contamination in any one area or, in the Assets aggregate, in excess of $250,000.00 within any "Block" (as designated on Seller's internally prepared Block Maps, copies of which have been made available to Purchaser for its review and use) to investigate and remediate, Purchaser shall notify Seller refuses to grant its consent to in writing within such a well or samplingforty-five (45) day period (as the same may be extended, then Buyer shall have as provided above) identifying with reasonable specificity the Environmental Contamination and exercising the right, for a period of seventy-two (72) hours following notification of Seller’s refusal to consentat Purchaser's election, to deliver written notice to Seller of Buyer’s election to exclude do the following: (i) if such portion is Owned Real Property, then Purchaser may delete such portion or "Block," as applicable, from this transaction the Real Property; or (ii) if such portion is Leased Real Property, then Purchaser may delete the Real Property Lease covering such portion or "Block," as applicable (and all of the Assets affected Leased Real Property covered by such proposed test well Real Property Lease shall be deemed deleted from the Real Property). If Purchaser makes a timely election under either of clauses (i) or sample(ii) of the preceding sentence, and then the Purchase Price shall will be adjusted accordingly reduced by an amount equal to the Allocated Value value (assuming no Environmental Contamination) of such deleted portion of Owned Real Property or the Assets so excluded. Under value (assuming no circumstances whatsoever shall Seller ever be obligated to grant its consent to any Environmental Contamination) of Seller's leasehold interest under such test xxxxx or sampling proposed by Buyerdeleted Real Property Lease, and Buyer’s sole and exclusive remedy for any refusal by Seller to grant its consent shall be as the limited right contained in the preceding sentence to exclude the affected Assets from the transactions contemplated by this Agreement. If Buyer fails to exercise the right to exclude such Assets by written notice to Seller delivered prior to the expiration of the seventy-two hour period described abovecase may be, then Buyer shall be conclusively deemed to have waived such right and shall be obligated to purchase the affected Assets without conducting such testing or sampling or any adjustment of the Purchase Price unless otherwise provided in this Agreement.as mutually agreed upon by

Environmental Assessment. Not later than thirty (30) days after the Execution Date, the Buyer shall have may obtain a Phase I (the right for a period commencing upon execution of this Agreement by both parties and ending on November 28, 2012, to conduct an “Phase I”) environmental assessment of the AssetsReal Property by an environmental engineer selected by the Buyer. If, at in Buyer’s sole riskreasonable judgment based on the findings and recommendations of the Phase I, liability and expense. Seller shall make available to Buyer, during Buyer determines that a Phase II (the “Phase II”) environmental assessment period described aboveof the Real Property is appropriate, Seller’s historical files regarding prior operations Buyer shall be entitled to obtain a Phase II on the AssetsReal Property or any portion thereof (the Phase I and the Phase II, and provide Buyer and its representatives with reasonable access if obtained, shall be referred to herein as the Assets to conduct the environmental assessment“Environmental Assessment”). The Buyer shall provide commission and pay the cost of such Environmental Assessment. If based upon the Environmental Assessment, Buyer reasonably concludes that Hazardous Substances exist at any portion of the Real Property in violation of applicable environmental laws, then (i) Buyer shall deliver to Seller three a copy of the Environmental Assessment indicating such contamination and (3ii) days prior written notice of a desired date(s) for such assessment and Seller shall have the right to be present during any assessment and, if any testing is conducted pursuant to Seller’s express prior written consent, Seller may require splitting of all samples. Notwithstanding notwithstanding any other provision provisions of this Agreement to the contrary, but subject to the following sentence, Seller shall at its sole cost and expense (up to a maximum of $1,000,000) remove, correct or remedy any condition or conditions which result therefrom prior to the Closing Date, in which event (a) Seller shall provide to Buyer at Closing a certificate from an environmental abatement firm reasonably acceptable to Buyer that such removal, correction or remedy has been completed, or (b) Buyer may require, at Buyer’s cost, the environmental assessment firm that performed the original Environmental Assessment to provide a new environmental report showing that any previously identified conditions have been corrected. If the cost of removal, correction or remedy of the Hazardous Substances exceeds $1,000,000, Buyer may elect to (i) proceed with the Closing (but shall not have be obligated to consummate the transactions contemplated hereby under any circumstances where there exists any uncured violations of warranties, representations or covenants with respect to environmental matters or any other failure in the satisfaction of the conditions precedent to Buyer’s obligations to consummate the transactions contemplated hereunder), or (ii) terminate this Agreement at the sole option of Buyer. Notwithstanding anything in this Agreement to the contrary, including Article X, if Buyer elects to proceed with the Closing pursuant to clause (i) of the preceding sentence, Seller’s obligation to indemnify Buyer for breach of Section 4.12 or otherwise under Article X with respect to the removal, correction or remedy of the Hazardous Substances identified as a result of the Environmental Assessment shall be limited to $1,000,000 (the “Remediation Indemnification”) and, for the avoidance of doubt, Buyer’s consummation of the Closing shall not constitute a waiver of the right to drill any test, monitor or other xxxxx or to extract samples of any air, soil, water or other substance from the Assets without Seller’s express prior written consentRemediation Indemnification. If Buyer proposes a reasonable request to drill a test well or extract a sample pursuant to a systematic and customary procedure for the assessment of the environmental condition of the Assets and Seller refuses to grant its consent to such a well or sampling, then Buyer shall have the right, for a period of seventy-two (72) hours following notification of Seller’s refusal to consent, to deliver written notice Any Environmental Assessment delivered to Seller of Buyer’s election to exclude from this transaction the portion of the Assets affected by such proposed test well or sample, and the Purchase Price shall be adjusted accordingly by the Allocated Value of such portion of the Assets so excluded. Under no circumstances whatsoever shall Seller ever be obligated to grant its consent to any such test xxxxx or sampling proposed by Buyer, and Buyer’s sole and exclusive remedy for any refusal by Seller to grant its consent shall be the limited right contained in the preceding sentence to exclude the affected Assets from the transactions contemplated by this Agreement. If Buyer fails to exercise the right to exclude such Assets by written notice to Seller delivered prior subject to the expiration confidentiality provisions of the seventy-two hour period described above, then Buyer shall be conclusively deemed to have waived such right and shall be obligated to purchase the affected Assets without conducting such testing or sampling or any adjustment of the Purchase Price unless otherwise provided in this AgreementSection 6.6.

Environmental Assessment. Buyer may, at its option, cause a Phase I Environmental Site Assessment in accordance with the American Society for Testing and Materials (A.S.T.M.) Standard Practice Environmental Site Assessments: Phase I Environmental Site Assessment Process (Publication Designation: E1527-13) of all or any portion of the Properties to be conducted by a reputable environmental consulting or engineering firm (the “Environmental Consultant”) and such Environmental Consultant may conduct visual inspections, record reviews, and interviews relating to such Properties, as applicable, including their condition and their compliance with Environmental Laws (collectively the “Assessment”). Buyer’s right of access shall have the right for a period commencing upon execution of this Agreement by both parties and ending on November 28, 2012, not entitle Buyer to conduct an environmental testing, sampling, boring, drilling or invasive activities or a Phase II Environmental Site Assessments similar to A.S.T.M. Standard Practice Environmental Site Assessments: Phase II Environmental Site Assessment Process (Publication Designation: E1903-11) or similar or more extensive assessment of all or any portion of the AssetsProperties (collectively a “Phase II Assessment”) without the prior written consent of Seller, at Buyer’s which consent may be granted or withheld by Seller in its sole risk, liability and expensediscretion. Seller shall make available to Buyer, during the environmental assessment period described above, Seller’s historical files regarding prior operations on the Assets, and provide Buyer and its representatives with reasonable access to the Assets to conduct the environmental assessment. Buyer shall provide Seller three (3) days prior written notice of a desired date(s) for such assessment and Seller shall have has the right to be present during the Assessment and any assessment andother Phase II Assessment (collectively, if the “Environmental Assessment”). Buyer shall coordinate the Environmental Assessment with Seller to minimize any testing inconvenience to or interruption of the conduct of business by Seller. Buyer shall abide by Seller’s, and any Third Party operator’s, safety rules, regulations and operating policies while conducting its due diligence evaluation of the Properties, as applicable, including the Environmental Assessment. The Environmental Assessment shall be conducted at the sole risk, cost and expense of Buyer, and all of Buyer’s and the Environmental Consultant’s activity conducted under this Section 6.2(b) shall be subject to the indemnity provisions of Section 6.2(c). All information or data obtained under this Section 6.2(b) shall be subject to the Confidentiality Agreement, and Buyer is conducted pursuant prohibited from disclosing any such information or data to any Third Parties, including any Governmental Authority, without the prior written consent of Seller. Buyer will provide Seller a copy of any final reports, data and conclusions relating to the Environmental Assessment. During all periods that Buyer or any of Buyer’s Representatives are on the Assets or Seller’s premises, Buyer shall maintain policies of insurance of the types and in the amounts customary for such review. Upon request by Seller’s Representative, Buyer shall provide evidence of such insurance to Seller’s express Representative prior written consentto entering the Assets or premises of Seller or their Affiliates. In the event that Buyer’s Assessment identifies actual or potential “recognized environmental conditions” or other findings that Buyer reasonably concludes require further investigation with respect to any Assets, then Buyer may request in writing Seller’s permission to conduct a Phase II Assessment to further assess such conditions (each a “Phase II Request”). Each Phase II Request will state with reasonable specificity (i) the actual or potential “recognized environmental conditions” or findings identified, (ii) the proposed scope of the Phase II Assessment, including a description of the activities to be conducted, and a description of the approximate location and expected timing of such activities, and (iii) the Assets that are affected by the identified “recognized environmental conditions” or findings noted in such Phase II Request. Seller may require splitting of all samples. Notwithstanding may, in its sole discretion, approve or deny any other provision of this Agreement to the contraryPhase II Request, in whole or in part, and Buyer shall not have the right to drill conduct any test, monitor activities identified in such Phase II Request unless and until such time that Seller has approved such Phase II Request in writing. If Seller rejects or other xxxxx or fails to extract samples consent to Buyer’s Phase II Request within two (2) Business Days of any air, soil, water or other substance from the Assets without Seller’s express prior written consent. If Buyer proposes a reasonable request to drill a test well or extract a sample pursuant to a systematic and customary procedure for the assessment of the environmental condition of the Assets and Seller refuses to grant its consent to such a well or samplingreceipt thereof, then Buyer shall have the right, for a period of seventy-two (72) hours following notification of Seller’s refusal to consentin its sole discretion, to deliver written notice to Seller of Buyer’s election to exclude from this transaction the portion of any Asset identified in such Phase II Request, and the Assets affected (other than any Oil and Gas Property to the extent such Oil and Gas Property is not rendered to be in violation of Environmental Law due to such recognized environmental condition or finding) which are directly associated with the Assets identified in such Phase II Request (as to each Asset identified in a Phase II Request, the “Directly Associated Assets”), from the Assets conveyed by Seller to Buyer at the Closing. If any Well is excluded from the Assets conveyed to Buyer at the Closing pursuant to this Section 6.2(b), then the Assets so excluded and retained by Seller will include an interest in the Oil and Gas Properties INSOFAR AND ONLY INSOFAR as such proposed test well Oil and Gas Properties are necessary or sampleconvenient to produce, save, treat and transport Hydrocarbons and participate in operations from and affecting such Well that is so excluded. In that event: (i) such Assets, and their respective Directly Associated Assets, shall not be conveyed to Buyer at the Closing, (ii) such Assets, and their respective Directly Associated Assets, shall be deemed Excluded Assets for all purposes of this Agreement (including all applicable Exhibits and Schedules) and (iii) the Purchase Price shall be adjusted accordingly reduced by the Allocated Value of such portion of the excluded Assets so excluded. Under no circumstances whatsoever shall Seller ever be obligated to grant its consent to any such test xxxxx or sampling proposed by Buyer, and Buyer’s sole and exclusive remedy for any refusal by Seller to grant its consent shall be the limited right contained in the preceding sentence to exclude the affected Assets from the transactions contemplated by this Agreement. If Buyer fails to exercise the right to exclude such Assets by written notice to Seller delivered prior to the expiration of the seventy-two hour period described above, then Buyer shall be conclusively deemed to have waived such right and shall be obligated to purchase the affected Assets without conducting such testing or sampling or any adjustment of the Purchase Price unless otherwise provided in this Agreementtheir respective Directly Associated Assets.

Environmental Assessment. Buyer shall have (a) Within forty-five (45) days from the right for a period commencing upon execution of this Agreement by both parties and ending on November 28Effective Date, 2012, to Purchaser may conduct an environmental assessment of the AssetsReal Property utilizing an environmental consultant of Purchaser's choice; provided, at Buyer’s sole riskhowever, liability and expense. Seller shall make available to Buyer, during the environmental assessment period described above, Seller’s historical files regarding prior operations on the Assets, and provide Buyer and its representatives with reasonable access to the Assets to conduct the environmental assessment. Buyer shall provide Seller three (3) days prior written notice of a desired date(s) for such assessment and Seller Purchaser shall have the right to be present during any assessment and, if any testing is conducted pursuant extend the aforesaid forty-five (45) day period for a period not to Seller’s express prior exceed fifteen (15) days upon delivery to Seller of written consent, Seller may require splitting notice of all samples. Notwithstanding any other provision the exercise of this Agreement to such extension right not later than the contrary, Buyer shall not have the right to drill any test, monitor or other xxxxx or to extract samples expiration of any air, soil, water or other substance from the Assets without Seller’s express prior written consentsaid forty-five (45) day period. If Buyer proposes a reasonable request to drill a test well the environmental assessment obtained or extract a sample pursuant to a systematic and customary procedure for the assessment conducted by Purchaser reveals any Environmental Contamination on or under any portion of the Real Property and if, in the good faith professional judgment of Purchaser's environmental condition consultant the Environmental Contamination could reasonably be expected to cost in excess of $50,000.00 per Environmental Contamination in any one area or, in the Assets aggregate, in excess of $250,000.00 within any "Block" (as designated on Seller's internally prepared Block Maps, copies of which have been made available to Purchaser for its review and use) to investigate and remediate, Purchaser shall notify Seller refuses to grant its consent to in writing within such a well or samplingforty-five (45) day period (as the same may be extended, then Buyer shall have as provided above) identifying with reasonable specificity the Environmental Contamination and exercising the right, for a period of seventy-two (72) hours following notification of Seller’s refusal to consentat Purchaser's election, to deliver written notice to Seller of Buyer’s election to exclude do the following: (i) if such portion is Owned Real Property, then Purchaser may delete such portion or "Block," as applicable, from this transaction the Real Property; or (ii) if such portion is Leased Real Property, then Purchaser may delete the Real Property Lease covering such portion or "Block," as applicable (and all of the Assets affected Leased Real Property covered by such proposed test well Real Property Lease shall be deemed deleted from the Real Property). If Purchaser makes a timely election under either of clauses (i) or sample(ii) of the preceding sentence, and then the Purchase Price shall will be adjusted accordingly reduced by an amount equal to the Allocated Value value (assuming no Environmental Contamination) of such deleted portion of Owned Real Property or the Assets so excluded. Under value (assuming no circumstances whatsoever shall Environmental Contamination) of Seller's leasehold interest under such deleted Real Property Lease, as the case may be, as mutually agreed upon by Purchaser and Seller, or if Purchaser and Seller ever are unable to agree within fifteen (15) days after Seller's receipt of Purchaser's election notice, then such value and the amount of such reduction will be obligated determined pursuant to grant its consent to any such test xxxxx or sampling proposed by Buyerparagraph 25 below; provided, and Buyer’s sole and exclusive remedy for any refusal by Seller to grant its consent shall be however, if the limited right contained in the preceding sentence to exclude the affected Assets from the transactions contemplated by this Agreement. If Buyer fails to exercise the right to exclude such Assets by written notice to Seller delivered prior to the expiration sum of the seventy-two hour period described values of all such deletions under this paragraph 6, plus the values of all portions of the Real Property deleted pursuant to paragraph 4(c) above, then Buyer shall plus the value of all portions of the timber which are damaged or destroyed by fire, insect infestation or other casualty (paragraph 7(b) below) and the values of all portions of the Real Property which are taken or to be conclusively deemed to have waived such right and shall be obligated to purchase the affected Assets without conducting such testing taken by condemnation or sampling or any adjustment eminent domain (paragraph 7(c) below), exceeds fifteen percent (15%) of the Purchase Price unless Price, then Purchaser may terminate this Agreement by promptly giving written notice of such termination to Seller, whereupon no party hereto will have any further rights or obligations hereunder, except as may otherwise be expressly provided in herein, and any determinations of such values will be mutually agreed upon by Purchaser and Seller, or if Purchaser and Seller are unable to agree, then such values will be determined pursuant to paragraph 25 below. The date of Closing will be extended to the extent necessary to permit any determination(s) of value pursuant to this Agreementparagraph.

Environmental Assessment. Buyer shall have the right for a period commencing upon execution of this Agreement by both parties and ending on November 28, 2012, to conduct an environmental assessment of the Assets, at Buyer’s sole risk, liability and expense. Seller shall make available to Buyer, during the environmental assessment period described above, Seller’s historical files regarding prior operations on the Assets, and provide Buyer and its representatives with reasonable access to the Assets to conduct the environmental assessment. Buyer shall provide Seller three (3) days prior written notice of a desired date(s) for such assessment and Seller Purchaser shall have the right to conduct an environmental site assessment (“ESA”) of the Real Property, including a Phase I/II EA or BEA and collect any samples of soil, groundwater, air or other environmental medium or matter on the Real Property. After completion of the ESA, if the Purchaser desires to or is required to perform additional environmental testing based on recognized environmental contamination (“REC”), a copy of ESA and written synopsis of the scope of the additional environmental testing (Environmental Testing Work Plan Report) will be present during provided to Seller. The Purchaser reserves the right after receipt and review of the Environmental Testing Work Plan Report, at its sole discretion to either acknowledge its continued interest in the acquisition of the Real Property subject to the results of the additional testing or terminate this Agreement without liability. If necessary, Closing shall be postponed for a reasonable period, not to exceed thirty (30) days, for the purposes of conducting any additional testing recommended by Purchaser’s environmental consultants in connection with any REC’s. On receipt of the additional testing reports Purchaser shall provide copies to Seller with notice of its intent to proceed to Closing or terminate this Agreement, at its sole discretion, based on an unsatisfactory environmental assessment and without liability. The Purchaser shall pay the cost of the environmental assessment. Purchaser shall be responsible for restoring any portion of the Real Property to the same condition existing prior to the environmental assessment to the extent reasonably practicable. The environmental assessment, and the results thereof, shall be delivered to the Purchaser and be the property of the Purchaser. Until such time as Purchaser’s has acquired the Real Property, the Purchaser agrees that it shall not disclose the results to any other party, except as necessary to acquire the Real Property, or as may otherwise be required by law. Purchaser shall use all reasonable efforts to minimize any damage to the Real Property and, if in the event any testing portion of the Real Property is conducted pursuant disturbed or altered by virtue of Purchaser's activities, Purchaser shall promptly, at its sole cost and expense, restore the Real Property to Seller’s express substantially the same condition that existed prior written consentto such disturbance or alteration. Purchaser shall indemnify and hold harmless Seller from and against any and all claims, Seller may require splitting liabilities, suits, costs, expenses and damages, including reasonable attorneys' fees, arising out of all samplesthe activities of Purchaser or its agents, employees or contractors. Notwithstanding any other provision of this Agreement to the contraryabove, Buyer shall not have the Purchaser reserves the right to drill assert any testdefense it may have, monitor whether in law or other xxxxx or to extract samples of any airequity, soil, water or other substance from the Assets without Seller’s express prior written consent. If Buyer proposes a reasonable request to drill a test well or extract a sample pursuant to a systematic and customary procedure for the assessment of the environmental condition of the Assets and Seller refuses to grant its consent to such a well or sampling, then Buyer shall have the right, for a period of seventy-two (72) hours following notification of Seller’s refusal to consent, to deliver written notice to Seller of Buyer’s election to exclude from this transaction the portion of the Assets affected by such proposed test well or sample, and the Purchase Price shall be adjusted accordingly by the Allocated Value of such portion of the Assets so excluded. Under no circumstances whatsoever shall Seller ever be obligated to grant its consent to any such test xxxxx claim, liability, suit, cost, expense or sampling proposed by Buyer, and Buyer’s sole and exclusive remedy for any refusal by Seller to grant its consent shall be the limited right contained in the preceding sentence to exclude the affected Assets from the transactions contemplated by this Agreement. If Buyer fails to exercise the right to exclude such Assets by written notice to Seller delivered prior to the expiration of the seventy-two hour period described above, then Buyer shall be conclusively deemed to have waived such right and shall be obligated to purchase the affected Assets without conducting such testing or sampling or any adjustment of the Purchase Price unless otherwise provided in this Agreementdamage.

Environmental Assessment. Buyer shall have Purchaser may, or may engage a qualified environmental contractor to, conduct a Phase I Environmental Site Assessment in accordance with the right American Society for a period commencing upon execution of this Agreement by both parties Testing and ending on November 28, 2012, to conduct an environmental assessment Materials (A.S.T.M.) Standard Practice Environmental Site Assessments: Phase I Environmental Site Assessment Process (Publication Designation: E1527-05) of the Assets, Acquired Assets (an “Environmental Assessment”) at BuyerPurchaser’s sole risk, liability Liability, and expense. Seller shall make available to Buyer; provided, during the environmental assessment period described abovehowever, Seller’s historical files regarding prior operations on the Assets, and provide Buyer and its representatives with reasonable access to the Assets to conduct the environmental assessment. Buyer that: (i) Purchaser shall provide Seller three (3) days with prior written notice of any activities with respect to any such Environmental Assessment, and shall provide Seller the opportunity to participate in all such activities; (ii) any contractor engaged to perform all or any portion of such Environmental Assessment shall execute and deliver to Seller a desired date(s) for such assessment and Seller shall have the right to be present during any assessment and, if any testing is conducted pursuant confidentiality agreement in a form acceptable to Seller’s express prior written consent, Seller may require splitting of all samples. Notwithstanding any other provision of this Agreement to the contrary, Buyer ; (iii) Purchaser shall not have the right to drill conduct, authorize, or permit any testtest drilling, monitor sampling, or other xxxxx or to extract samples of any air, soil, water or other substance from the Assets on-site activities without Seller’s express prior written consent. If Buyer proposes a reasonable request to drill a test well or extract a sample pursuant to a systematic and customary procedure for the assessment of the environmental condition of the Assets and Seller refuses to grant its consent to such a well or sampling, then Buyer shall have the right, for a period of seventy-two (72) hours following notification of Seller’s refusal to consent, to deliver written notice to Seller of Buyer’s election to exclude from this transaction the portion of the Assets affected by such proposed test well or sampleSeller, and the Purchase Price prior written consent of Seller, which consent may be granted, conditioned or withheld at the sole discretion of Seller but such request from Purchaser shall be adjusted accordingly by subject to the Allocated Value terms of the procedures set forth on Exhibit G attached hereto; and (iv) Purchaser shall provide to Seller promptly (and in any event, within three Business Days) after receipt, at no cost to Seller, all draft and final reports, results, data, analyses of site visits, Remediation cost estimates, and any other portion of such portion Environmental Assessment, all of which shall be subject to the confidentiality provisions in Section 10.13. If the Closing does not occur, Purchaser shall promptly return to Seller or destroy all copies of the Assets so excluded. Under no circumstances whatsoever shall Seller ever be obligated to grant its consent to any such test xxxxx or sampling proposed by Buyerrecords, reports, summaries, evaluations, due diligence memos and Buyer’s sole and exclusive remedy for any refusal by Seller to grant its consent shall be the limited right contained derivative materials related thereto in the preceding sentence to exclude the affected Assets from the transactions contemplated by this Agreementpossession or control of Purchaser or any of Purchaser’s Entity Representatives. If Buyer fails to exercise the right to exclude such Assets by written notice to Seller delivered prior Any physical disturbance to the expiration of Assets (including the seventy-two hour period described above, then Buyer shall leasehold associated therewith) resulting from Purchaser’s due diligence will be conclusively deemed to have waived such right and shall be obligated to purchase the affected Assets without conducting such testing or sampling or any adjustment of the Purchase Price unless otherwise provided in this Agreementpromptly corrected by Purchaser.

Environmental Assessment. Buyer Provide to the Lender from time-to-time, at the Borrower's sole fee, cost and expense, if the Lender shall ever have reason to believe that any Hazardous Material affects the Premises, or if any Governmental Action is made or threatened, or if an Event of Default shall have occurred, an Environmental Assessment, which Environmental Assessment shall have been ordered by the right for a period commencing upon execution of this Agreement by both parties Borrower within ten (10) days after the Lender's request and ending on November 28, 2012, which shall be delivered to conduct an environmental assessment the Lender promptly after the date of the AssetsLender's request. At all other times, the Lender may request an Environmental Assessment to be provided by the Borrower at Buyer’s sole risk, liability and the Lender's expense. Seller shall make The Borrower will cooperate with each consulting firm making any Environmental Assessment and will promptly supply to the consulting firm, from time to time upon request, all information available to Buyer, during the environmental assessment period described above, Seller’s historical files regarding prior operations on Borrower to facilitate the Assets, and provide Buyer and its representatives with reasonable access completion of the Environmental Assessment. If the Borrower fails to furnish the Assets to conduct the environmental assessment. Buyer shall provide Seller three Lender within ten (310) days prior written notice after the Lender's request with a copy of a desired date(san agreement with an acceptable environmental consulting firm to provide such Environmental Assessment, or if the Borrower fails to order such Environmental Assessment within ten (10) for days after the Lender's request, the Lender may cause any such assessment and Seller shall have the right Environmental Assessment to be present during made at the Borrower's fee, cost, expense and risk. The Lender may disclose to interested parties after an Event of Default or in connection with a Securitization any assessment and, if any testing is conducted pursuant to Seller’s express prior written consent, Seller may require splitting of all samples. Notwithstanding any other provision of this Agreement to information the contrary, Buyer shall not have the right to drill any test, monitor or other xxxxx or to extract samples of any air, soil, water or other substance from the Assets without Seller’s express prior written consent. If Buyer proposes a reasonable request to drill a test well or extract a sample pursuant to a systematic and customary procedure for the assessment of Lender ever has about the environmental condition or compliance of the Assets and Seller refuses Premises, but shall be under no duty to grant its consent disclose any such information except as may be required by law. The Lender shall be under no duty to such a well or sampling, then Buyer shall have the right, for a period of seventy-two (72) hours following notification of Seller’s refusal to consent, to deliver written notice to Seller of Buyer’s election to exclude from this transaction the portion make any Environmental Assessment of the Assets affected by such proposed test well or samplePremises, and in no event shall any such Environmental Assessment by the Purchase Price Lender be or give rise to a representation that any Hazardous Material is or is not present on the Premises, or that there has been or shall be adjusted accordingly compliance with any Hazardous Materials Law, nor shall the Borrower or any other Person be entitled to rely on any Environmental Assessment made by the Allocated Value Lender or at the Lender's request. The Lender owes no duty of such portion of care to protect the Assets so excluded. Under no circumstances whatsoever shall Seller ever be obligated to grant its consent to any such test xxxxx or sampling proposed by Buyer, and Buyer’s sole and exclusive remedy for any refusal by Seller to grant its consent shall be the limited right contained in the preceding sentence to exclude the affected Assets from the transactions contemplated by this Agreement. If Buyer fails to exercise the right to exclude such Assets by written notice to Seller delivered prior to the expiration of the seventy-two hour period described above, then Buyer shall be conclusively deemed to have waived such right and shall be obligated to purchase the affected Assets without conducting such testing or sampling Borrower or any adjustment of other Person against, or to inform them of, any Hazardous Material or other adverse condition affecting the Purchase Price unless otherwise provided in this AgreementPremises.

Environmental Assessment. Buyer shall have the right for a period commencing upon execution of this Agreement by both parties and ending on November 28, 2012, to conduct an environmental assessment of the Assets, at Buyer’s sole risk, liability and expense. Seller shall make available to Buyer, during the environmental assessment period described above, Seller’s historical files regarding prior operations on the Assets, and provide Buyer and its representatives with reasonable access to the Assets to conduct the environmental assessment. Buyer shall provide Seller three (3) days prior written notice of a desired date(s) for such assessment and Seller shall have the right to be present during any assessment and, if any testing is conducted pursuant to Seller’s express prior written consent, Seller may require splitting of all samples. Notwithstanding any other provision of this Agreement to the contrary, Buyer shall not have the right to drill any test, monitor or other xxxxx or to extract samples of any air, soil, water or other substance from the Assets without Seller’s express prior written consent. If Buyer proposes a reasonable request to drill a test well or extract a sample pursuant to a systematic and customary procedure for the assessment of the environmental condition of the Assets and Seller refuses to grant its consent to such a well or sampling, then Buyer shall have the right, for a period of seventy-two (72) hours following notification of Seller’s refusal to consentat Buyer's sole ------------------------- cost, risk, and expense, to deliver written notice to Seller of Buyer’s election to exclude from this transaction the portion undertake an environmental assessment of the Assets affected by Properties during the period ending on the Title Notice Date (the "Inspection Period"). Buyer and its agents shall have the same right as Seller to enter upon the Properties, inspect the same, conduct soil and water sampling, analysis and monitoring, including soil borings (and, after notice and consultation with Seller, drilling groundwater monitoring xxxxx), and generally conduct such proposed test well tests, examinations, investigations and studies as Buyer deems necessary or sampleappropriate for preparing appropriate engineering and other reports and making judgments relating to the Properties, their condition, and the Purchase Price presence of chemicals and other substances. Seller shall be adjusted accordingly by cooperate with any efforts of Buyer and its agents to obtain third party consents for access to those parcels of land within the Allocated Value Properties to which Seller may not presently have access. Buyer and its agents shall have reasonable access to Seller's agents and employees in the course of conducting Buyer's environmental assessment. Buyer agrees to provide to Seller a copy of all facts discovered in the course of conducting Buyer's environmental assessment, including all direct observations (if in writing or other tangible or transferable medium), data and summaries thereof. Buyer shall keep any data or information acquired in the course of such portion examinations and the results of the Assets so excluded. Under no circumstances whatsoever shall Seller ever be obligated to grant its consent all analyses of such data and information strictly confidential and not disclose same to any person or agency without the prior written approval of Seller, except that Buyer may disclose to authorities having jurisdiction such test xxxxx information as is required by law or sampling proposed by Buyer, and Buyer’s sole and exclusive remedy for any refusal by Seller court order at the same time that Buyer provides such information to grant its consent shall be the limited right contained in the preceding sentence to exclude the affected Assets from the transactions contemplated by this AgreementSeller. If Buyer fails to exercise determines that conditions on a Property do not satisfy the right to exclude environmental standards set forth in Section 8.4 below in a material respect, then Buyer may notify Seller of such Assets condition by written notice to Seller delivered providing Seller, on or prior to the expiration Title Notice Date, a written "Notice of Environmental Defect" setting forth in detail the seventy-two hour period described abovefacts giving rise to the claimed defect, then the environmental standard which Buyer claims is not satisfied, any Applicable Environmental Law (hereinafter defined) which Buyer contends has been breached or violated and, if the claimed defect arises from information contained in a document, a copy of such document or the relevant parts thereof. Buyer shall be conclusively deemed to have waived accepted without objection (i) the environmental conditions described in Schedule 8.4, and (ii) any Property which does not meet the environmental standards or which is subject to an environmental defect unless a Notice of Environmental Defect is given with respect to such right and shall be obligated Property on or prior to purchase the affected Assets without conducting such testing or sampling or any adjustment of the Purchase Price unless otherwise provided in this AgreementFirst Title Notice Date.

Environmental Assessment. Buyer shall have the right for a period commencing upon execution of this Agreement by both parties and ending on November 28, 2012, to conduct an environmental assessment of the Assets, at Buyer’s sole risk, liability and expense. Seller shall make available to Buyer, during the environmental assessment period described above, Seller’s historical files regarding prior operations on the Assets, and provide Buyer and its representatives with reasonable access to the Assets to conduct the environmental assessment. Buyer shall provide Seller three (3) days prior written notice of a desired date(s) for such assessment and Seller shall have the right to be present during any assessment and, if any testing is conducted pursuant to Seller’s express prior written consent, Seller may require splitting of all samples. Notwithstanding any other provision of this Agreement to the contrary, Buyer shall not have the right to drill any test, monitor or other xxxxx or to extract samples of any air, soil, water or other substance from the Assets without Seller’s express prior written consent. If Buyer proposes a reasonable request to drill a test well or extract a sample pursuant to a systematic and customary procedure for the assessment of the environmental condition of the Assets and Seller refuses to grant its consent to such a well or sampling, then Buyer shall have the right, at Buyer’s sole cost, risk, and expense, to undertake an environmental assessment of the Properties during the period prior to the Closing. Buyer and its agents shall have the same right as Seller to enter upon the Properties, inspect the same, conduct soil and water sampling, analysis and monitoring, including soil borings (and, after notice and consultation with Seller, drilling groundwater monitoring xxxxx), and generally conduct such tests, examinations, investigations and studies as Buyer deems necessary or appropriate for preparing appropriate engineering and other reports and making judgments relating to the Properties, their condition, and the presence of chemicals and other substances. Seller shall cooperate with any efforts of Buyer and its agents to obtain, at no cost or expense to Seller, third party consents for access to those parcels of land within the Properties to which Seller may not presently have access. Buyer and its agents shall have reasonable access to Seller’s agents and ram2ndqtr10q-ex1015.htm employees in the course of conducting Buyer’s environmental assessment. Buyer shall keep any data or information acquired in the course of such examinations and the results of all analyses of such data and information strictly confidential and not disclose same to any person or agency without the prior written approval of Seller, except that Buyer may disclose to authorities having jurisdiction such information as is required by law or by court order at the same time that Buyer provides such information to Seller. If Buyer determines that conditions on a period Property do not satisfy the environmental standards set forth in Section 8.4 below in a material respect, then Buyer may notify Seller of seventy-two such condition by providing Seller, on or prior to the Title Notice Date, a written “Notice of Environmental Defect” setting forth in detail the facts giving rise to the claimed defect, the environmental standard which Buyer claims is not satisfied, any Applicable Environmental Law (72hereinafter defined) hours following notification which Buyer contends has been breached or violated, and a written estimate of the proposed remediation cost of such defect prepared by an independent environmental consulting firm. In consideration of Seller’s refusal agreement as set forth in Section 7.10, Buyer agrees to consent, to deliver written notice to Seller of Buyer’s election to exclude from this transaction accept without objection the portion of the Assets affected by such proposed test well or sample, and the Purchase Price shall be adjusted accordingly by the Allocated Value of such portion of the Assets so excluded. Under no circumstances whatsoever shall Seller ever be obligated to grant its consent to any such test xxxxx or sampling proposed by Buyer, and Buyer’s sole and exclusive remedy for any refusal by Seller to grant its consent shall be the limited right contained environmental conditions described in the preceding sentence to exclude the affected Assets from the transactions contemplated by this Agreement. If Buyer fails to exercise the right to exclude such Assets by written notice to Seller delivered prior to the expiration of the seventy-two hour period described above, then Buyer shall be conclusively deemed to have waived such right and shall be obligated to purchase the affected Assets without conducting such testing or sampling or any adjustment of the Purchase Price unless otherwise provided in this AgreementSchedule 4.17.

Environmental Assessment. At its sole cost and expense, Buyer may commence and diligently pursue a Phase I environmental site assessment of the Assets as Buyer desires and may continue such examination through the Closing Date. Seller shall fully cooperate with Buyer and Buyer’s representatives in regard to this assessment by providing on a timely basis all information reasonably requested and access to the Assets, together with complete copies of any and all previous Phase I or Phase II environmental site assessment reports on the Assets, if any, which Seller has in its possession or control. Buyer shall have the right for a period commencing upon execution of this Agreement by both parties and ending on November 28, 2012, to conduct an consult with Seller before conducting any work comprising Buyer’s environmental site assessment of the Assets, at Buyer’s sole risk, liability shall perform all such work in a safe and expense. Seller shall make available workmanlike manner so as not to Buyer, during the environmental assessment period described above, unreasonably interfere with Seller’s historical files regarding prior operations on the Assetsoperations, and provide Buyer will comply with all applicable laws, rules and its representatives with reasonable access to the Assets to conduct the environmental assessmentregulations. Buyer shall provide Seller three (3) days prior written notice of a desired date(s) for such assessment and Seller shall have the right to be present have a representative or representatives accompany Buyer and Buyer’s environmental consultant at all times during Buyer’s environmental site assessment of the Assets. Buyer shall give Seller notice not more than five (5) days and not less than forty-eight (48) hours before any assessment and, if any testing is conducted pursuant to Seller’s express prior written consent, Seller may require splitting of all samples. Notwithstanding any other provision of this Agreement visits by Buyer or its environmental consultant to the contraryAssets. With respect to any samples taken in connection with Buyer’s environmental site assessment of the Assets, Buyer shall not have the right take split samples, providing one of each such sample, properly labeled and identified, to drill Seller. BUYER HEREBY AGREES TO RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS EACH SELLER AND ITS RESPECTIVE PARTNERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, MEMBERS, SHAREHOLDERS, AFFILIATES, HEIRS, SUCCESSORS AND ASSIGNS, FROM AND AGAINST ALL CLAIMS, LOSSES, DAMAGES, COSTS, EXPENSES, CAUSES OF ACTION AND JUDGMENTS OF ANY KIND OR CHARACTER (INCLUDING THOSE RESULTING FROM SELLER’S SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY) ARISING OUT OF OR RELATING TO BUYER’S ENVIRONMENTAL SITE ASSESSMENT OF THE ASSETS. Unless otherwise required by applicable law, Buyer shall (and shall cause Buyer’s environmental consultant to) treat confidentially any test, monitor or other xxxxx or to extract samples of any air, soil, water or other substance from the Assets without Sellermatters revealed by Buyer’s express prior written consent. If Buyer proposes a reasonable request to drill a test well or extract a sample pursuant to a systematic and customary procedure for the assessment of the environmental condition review of the Assets and Seller refuses to grant its consent to any reports or data generated from such a well or samplingreview (the “Environmental Information”), then and Buyer shall have not (and shall cause Buyer’s environmental consultant to not) disclose any Environmental Information to any Governmental Authority or other third party without the right, for a period of seventy-two (72) hours following notification prior written consent of Seller’s refusal to consent. Unless otherwise required by law, to deliver written notice to Seller of Buyer’s election to exclude from this transaction Buyer may use the portion of the Assets affected by such proposed test well or sample, and the Purchase Price shall be adjusted accordingly by the Allocated Value of such portion of the Assets so excluded. Under no circumstances whatsoever shall Seller ever be obligated to grant its consent to any such test xxxxx or sampling proposed by Buyer, and Buyer’s sole and exclusive remedy for any refusal by Seller to grant its consent shall be the limited right contained Environmental Information only in the preceding sentence to exclude the affected Assets from connection with the transactions contemplated by this Agreement. If Buyer, Buyer’s environmental consultant, or any third party to whom Buyer fails has provided any Environmental Information become legally compelled to exercise disclose any of the right Environmental Information, Buyer shall provide Seller with prompt notice sufficiently prior to exclude any such Assets by written notice disclosure so as to allow Seller delivered to file any protective order, or seek any other remedy, as it deems appropriate under the circumstances. If this Agreement is terminated prior to the expiration Closing, Buyer shall deliver the Environmental Information to Seller, which Environmental Information shall become the sole property of Seller. Buyer shall provide copies of the seventy-two hour period described above, then Buyer shall be conclusively deemed Environmental Information to have waived such right and shall be obligated to purchase the affected Assets Seller without conducting such testing charge whether or sampling or any adjustment of the Purchase Price unless otherwise provided in this Agreementnot Closing occurs.

Environmental Assessment. Buyer Provide to the Lender from time-to-time, at the Borrower's sole fee, cost and expense, if the Lender shall ever have reason to believe that any Hazardous Material affects the Premises, or if any Governmental Action is made or threatened, or if an Event of Default shall have occurred, an Environmental Assessment, which Environmental Assessment shall have been ordered by the right for a period commencing upon execution of this Agreement by both parties Borrower within ten (10) days after the Lender's request and ending on November 28, 2012, which shall be delivered to conduct an environmental assessment the Lender promptly after the date of the AssetsLender's request. At all other times, the Lender may request an Environmental Assessment to be provided by the Borrower at Buyer’s sole risk, liability and the Lender's expense. Seller shall make The Borrower will cooperate with each consulting firm making any Environmental Assessment and will promptly supply to the consulting firm, from time to time upon request, all information available to Buyer, during the environmental assessment period described above, Seller’s historical files regarding prior operations on Borrower to facilitate the Assets, and provide Buyer and its representatives with reasonable access completion of the Environmental Assessment. If the Borrower fails to the Assets to conduct the environmental assessment. Buyer shall provide Seller three order such Environmental Assessment within ten (310) days prior written notice of a desired date(s) for after the Lender's request, the Lender may cause any such assessment and Seller shall have the right Environmental Assessment to be present during made at the Borrower's fee, cost, expense and risk. The Lender may disclose to interested parties any assessment and, if any testing is conducted pursuant to Seller’s express prior written consent, Seller may require splitting of all samples. Notwithstanding any other provision of this Agreement to information the contrary, Buyer shall not have the right to drill any test, monitor or other xxxxx or to extract samples of any air, soil, water or other substance from the Assets without Seller’s express prior written consent. If Buyer proposes a reasonable request to drill a test well or extract a sample pursuant to a systematic and customary procedure for the assessment of Lender ever has about the environmental condition or compliance of the Assets and Seller refuses Premises, but shall be under no duty to grant its consent disclose any such information except as may be required by law. The Lender shall be under no duty to such a well or sampling, then Buyer shall have the right, for a period of seventy-two (72) hours following notification of Seller’s refusal to consent, to deliver written notice to Seller of Buyer’s election to exclude from this transaction the portion make any Environmental Assessment of the Assets affected by such proposed test well or samplePremises, and in no event shall any such Environmental Assessment by the Purchase Price Lender be or give rise to a representation that any Hazardous Material is or is not present on the Premises, or that there has been or shall be adjusted accordingly compliance with any Hazardous Materials Law, nor shall the Borrower or any other Person be entitled to rely on any Environmental Assessment made by the Allocated Value Lender or at the Lender's request The Lender owes no duty of such portion of care to protect the Assets so excluded. Under no circumstances whatsoever shall Seller ever be obligated to grant its consent to any such test xxxxx or sampling proposed by Buyer, and Buyer’s sole and exclusive remedy for any refusal by Seller to grant its consent shall be the limited right contained in the preceding sentence to exclude the affected Assets from the transactions contemplated by this Agreement. If Buyer fails to exercise the right to exclude such Assets by written notice to Seller delivered prior to the expiration of the seventy-two hour period described above, then Buyer shall be conclusively deemed to have waived such right and shall be obligated to purchase the affected Assets without conducting such testing or sampling Borrower or any adjustment of other Person against, or to inform them of, any Hazardous Material or other adverse condition affecting the Purchase Price unless otherwise provided in this AgreementPremises.

Environmental Assessment. Buyer (A) Aqua and the FGUA agree that the FGUA may direct and authorize, at the FGUA’s cost, a “Phase I” Environmental Site Assessment of any or all of the real property to be conveyed hereunder. The Environmental Site Assessment shall have be in general accordance with the right scope and limitations of the American Society for Testing and Materials Designation: E 1527-97 (Standard Practice for Environmental Site Assessments: Phase I Environmental Site Assessment (“ESA”) Process). Prior to conducting any environmental assessment other than a period commencing upon execution Phase I ESA, the FGUA shall notify Aqua of this Agreement by both parties and ending on November 28, 2012, its desire to conduct an additional environmental assessments or testing. Only if the FGUA receives prior written approval from Aqua shall it be permitted to conduct any additional testing or assessment other than a Phase I ESA. Prior to performing any Phase II or additional ESA, the FGUA shall provide a scope of the Assets, at Buyer’s sole risk, liability and expense. Seller shall make available work to Buyer, during the environmental assessment period described above, Seller’s historical files regarding prior operations on the AssetsAqua, and provide Buyer and its representatives with reasonable access to the Assets to conduct the environmental assessment. Buyer shall provide Seller three (3) days prior written notice of a desired date(s) for such assessment and Seller Aqua shall have the right to review and approve such scope of work, prior to any intrusive sampling. In the event the Phase II or additional ESA performed for the FGUA identifies the presence of hazardous substances (as that term is defined in the Environmental Laws) in the soil or groundwater at levels required to be present during any assessment andremediated under applicable Environmental Laws, the FGUA shall provide the ESA report to Aqua. Aqua shall obtain the opinion of a qualified expert regarding an estimated cost to remediate such hazardous substances identified in the soil or groundwater as required by applicable Environmental Laws. Aqua shall be responsible for such remediation, at its expense; provided that, if the cost estimated for any testing is conducted pursuant to Seller’s express prior written consentremediation as set forth in this Section 4.05 exceeds $500,000, Seller may require splitting of all samples. Notwithstanding any other provision of this Agreement to the contrary, Buyer shall not have the right to drill any test, monitor or other xxxxx or to extract samples of any air, soil, water or other substance from the Assets without Seller’s express prior written consent. If Buyer proposes a reasonable request to drill a test well or extract a sample pursuant to a systematic and customary procedure for the assessment of the environmental condition of the Assets and Seller refuses to grant its consent to such a well or sampling, then Buyer either party shall have the rightoption of: (1) waiving this condition precedent to the Closing, (2) terminating this Agreement as to the Individual System affected, whereupon the FGUA and Aqua shall have no liability and no obligation to each other under this Agreement for a period of seventy-two such Individual System, or (723) hours following notification of Seller’s refusal terminating this Agreement, thereupon the FGUA and Aqua shall have no liability and no further obligations to consent, to deliver written notice to Seller of Buyer’s election to exclude from this transaction the portion of the Assets affected by such proposed test well or sample, and the Purchase Price shall be adjusted accordingly by the Allocated Value of such portion of the Assets so excluded. Under no circumstances whatsoever shall Seller ever be obligated to grant its consent to any such test xxxxx or sampling proposed by Buyer, and Buyer’s sole and exclusive remedy for any refusal by Seller to grant its consent shall be the limited right contained in the preceding sentence to exclude the affected Assets from the transactions contemplated by each other under this Agreement. If Buyer fails to exercise the right to exclude such Assets by written notice to Seller delivered prior The provisions in this Section 4.05(A) shall not be subject to the expiration of Deductible or the seventy-two hour period described above, then Buyer shall be conclusively deemed to have waived such right and shall be obligated to purchase the affected Assets without conducting such testing or sampling or any adjustment of the Purchase Price unless otherwise provided Cap set forth in this AgreementSection 6.09(A).

Environmental Assessment. Buyer shall Subject to the other provisions of this Section 9, Corporation will have the right for a period commencing upon execution of this Agreement by both parties and ending on November 28, 2012, to conduct an environmental assessment of the Assets, at Buyer’s sole risk, liability and expense. Seller shall make available to Buyer, during the environmental assessment period described above, Seller’s historical files regarding prior operations on the Assets, and provide Buyer and its representatives a Phase I Environmental Assessment with reasonable access respect to the Assets to conduct the as provided in or consistent with ASTM E1527-13 and limited environmental assessment. Buyer shall provide Seller three compliance review (3) days prior written notice of a desired date(s) for such assessment “Environmental Assessment”), and Seller in connection therewith shall have the right to be present during enter the Lands operated by Contributor and inspect the Assets thereon. Corporation shall perform the Environmental Assessment in a reasonably safe and workmanlike manner and so as to not unreasonably interfere in any assessment andmaterial respect with Contributor’s or the Third Party operator’s operations and in compliance with all applicable Laws, if in each case, in all material respects. Contributor has the right, but not the obligation, to witness all such inspections at Contributor’s sole cost and expense. To the extent related to an Environmental Liability Notice, Corporation shall provide Contributor with copies of the results of the Environmental Assessment. Corporation shall keep the results of the Environmental Assessment confidential in accordance with the Confidentiality Agreement and shall not use such results for any testing purpose prior to Closing other than for the purpose of evaluating and exercising Corporation’s rights under this Agreement (together with related matters). If Corporation’s environmental consultant that is conducted pursuant conducting an Environmental Assessment reasonably determines that sampling, testing, boring, drilling or other investigative activities (“Phase II ESA”) are necessary in order for Corporation to Seller’s express prove the existence of any Environmental Liability or determine any Lowest Cost Response and Corporation desires to request such Phase II ESA, Corporation shall (a) furnish Contributor with a written description of the proposed scope of such Phase II ESA and (b) obtain the prior written consentconsent of Contributor (such consent to be given at Contributor’s sole discretion) to undertake such Phase II ESA. If Contributor denies a request by Corporation to undertake a Phase II ESA with respect to any Asset or Corporation is not permitted to conduct an Environmental Assessment with respect to any Asset, Seller Corporation may require splitting elect to exclude such Asset (or a portion of all samples. Notwithstanding any other provision of this Agreement to the contrary, Buyer shall not have the right to drill any test, monitor or other xxxxx or to extract samples of any air, soil, water or other substance such Asset) from the Assets without Seller’s express prior written consent. If Buyer proposes a reasonable request to drill a test well be acquired by Corporation at the Closing, in which case, such Asset (or extract a sample pursuant to a systematic and customary procedure for the assessment of the environmental condition of the Assets and Seller refuses to grant its consent to such a well or sampling, then Buyer shall have the right, for a period of seventy-two (72) hours following notification of Seller’s refusal to consent, to deliver written notice to Seller of Buyer’s election to exclude from this transaction the portion of the Assets affected by such proposed test well or sample, Asset) shall be an Excluded Asset and the Purchase Price Consideration shall be adjusted accordingly reduced by an amount equal to the Allocated Value (if any) of such Asset (or, if only a portion of the Assets such Asset is so excluded, a portion of such Allocated Value as determined in good faith by the Parties) and the Individual Environmental Threshold and Title Deductible or Environmental Deductible as applicable, shall not apply thereto. Under no circumstances whatsoever If Corporation performs a Phase II ESA in accordance herewith, then to the extent related to an Environmental Liability Notice, Corporation shall Seller ever be obligated to grant its consent to any provide Contributor with copies of the results of such test xxxxx or sampling proposed by Buyer, Phase II ESA. Corporation shall keep the results of the Phase II ESA confidential in accordance with the Confidentiality Agreement and Buyer’s sole and exclusive remedy shall not use such results for any refusal by Seller to grant its consent shall be the limited right contained in the preceding sentence to exclude the affected Assets from the transactions contemplated by this Agreement. If Buyer fails to exercise the right to exclude such Assets by written notice to Seller delivered purpose prior to Closing other than for the expiration purpose of the seventy-two hour period described above, then Buyer shall be conclusively deemed to have waived such right and shall be obligated to purchase the affected Assets without conducting such testing or sampling or any adjustment of the Purchase Price unless otherwise provided in exercising Corporation’s rights under this Agreement.

Environmental Assessment. Buyer shall have (i) Purchaser may, or may engage a qualified environmental contractor to, conduct Phase I Environmental Site Assessments in accordance with the right American Society for a period commencing upon execution of this Agreement by both parties Testing and ending on November 28, 2012, to conduct an environmental assessment Materials (A.S.T.M.) Standard Practice Environmental Site Assessments: Phase I Environmental Site Assessment Process (Publication Designation: E1527-05) of the Assets, Acquired Assets (an “Environmental Assessment”) at BuyerPurchaser’s sole risk, liability Liability, and expense. Seller shall make available to Buyer; provided, during the environmental assessment period described abovehowever, Seller’s historical files regarding prior operations on the Assets, and provide Buyer and its representatives with reasonable access to the Assets to conduct the environmental assessment. Buyer that: (i) Purchaser shall provide Seller with prior written notice of any activities with respect to any such Environmental Assessment, and shall provide Seller the opportunity to participate in all such activities; (ii) any contractor engaged to perform all or any portion of such Environmental Assessment shall execute and deliver to Seller a confidentiality agreement in a form acceptable to Seller acting reasonably; (iii) Purchaser shall not conduct, authorize, or permit any test drilling, sampling, or other on-site activities without prior written notice to Seller, and the prior written consent of Seller, which consent may be granted, conditioned or withheld at the sole discretion of Seller; and (iv) Purchaser shall provide to Seller promptly (and in any event, within three (3) days prior written notice of a desired date(sBusiness Days) for such assessment and Seller shall have the right to be present during any assessment andafter receipt, if any testing is conducted pursuant at no cost to Seller’s express prior written consent, Seller may require splitting all draft and final reports, results, data, analyses of all samples. Notwithstanding site visits, Remediation cost estimates, and any other provision portion of this Agreement such Environmental Assessment, all of which shall be subject to the contraryconfidentiality provisions in Section 10.13. If the First Closing does not occur, Buyer Purchaser shall promptly return to Seller or destroy all copies of the records, reports, summaries, evaluations, due diligence memos and derivative materials related thereto in the possession or control of Purchaser or any of Purchaser’s Entity Representatives. If the Second Closing does not have occur, Purchaser shall promptly return to Seller or destroy all copies of the right records, reports, summaries, evaluations, due diligence memos and derivative materials related to drill the Second Closing Assets in the possession or control of Purchaser or any test, monitor or other xxxxx or of Purchaser’s Entity Representatives. Any disturbance to extract samples of any air, soil, water or other substance from the Assets without Seller(including the leasehold associated therewith) resulting from Purchaser’s express prior written consent. If Buyer proposes a reasonable request to drill a test well or extract a sample pursuant to a systematic and customary procedure for the assessment of the environmental condition of the Assets and Seller refuses to grant its consent to such a well or sampling, then Buyer shall have the right, for a period of seventy-two (72) hours following notification of Seller’s refusal to consent, to deliver written notice to Seller of Buyer’s election to exclude from this transaction the portion of the Assets affected due diligence will be promptly corrected by such proposed test well or sample, and the Purchase Price shall be adjusted accordingly by the Allocated Value of such portion of the Assets so excluded. Under no circumstances whatsoever shall Seller ever be obligated to grant its consent to any such test xxxxx or sampling proposed by Buyer, and Buyer’s sole and exclusive remedy for any refusal by Seller to grant its consent shall be the limited right contained in the preceding sentence to exclude the affected Assets from the transactions contemplated by this Agreement. If Buyer fails to exercise the right to exclude such Assets by written notice to Seller delivered prior to the expiration of the seventy-two hour period described above, then Buyer shall be conclusively deemed to have waived such right and shall be obligated to purchase the affected Assets without conducting such testing or sampling or any adjustment of the Purchase Price unless otherwise provided in this AgreementPurchaser.

Environmental Assessment. After Closing Buyer shall have the right for a period commencing upon execution of this Agreement by both parties and ending on November 28, 2012, to may conduct an environmental assessment of all or any portion of the AssetsAssets (the “Environmental Assessment”) and such assessment may be conducted by a reputable environmental consulting or engineering firm; provided, at Buyer’s to the extent the conduct of any part of such Environmental Asset requires the consent of any Non-Party, then the conduct of such part shall be subject to obtaining such consent. The Environmental Assessment shall be limited to Phase 1 Activities; provided, however, Buyer may, subject to the further proviso below, conduct a Phase II Environmental Site Assessment if Buyer determines, in its reasonable, good-faith discretion and based upon the results of the applicable Phase I Activities, that a Phase II Environmental Site Assessment is necessary to identify and quantify potential liabilities; provided, further, Seller may, in its sole riskdiscretion, liability and expense. Seller shall make available to Buyer, during the environmental assessment period described above, Seller’s historical files regarding prior operations on the Assetsprohibit Buyer from conducting such Phase II Environmental Site Assessment, and provide Buyer and its representatives with reasonable access to the Assets to conduct the environmental assessment. Buyer shall provide Seller three (3) days prior after receiving written notice of a desired date(s) for such assessment prohibition, Buyer may elect, in its sole discretion, to reassign the applicable Assets from the transactions contemplated by this Agreement and, concurrently therewith, reduce the Base Purchase Price by an amount equal to the Allocated Value of such Assets. The Environmental Assessment shall be conducted at the sole cost, risk and expense of Buyer. Seller shall have the right to be present during the Environmental Assessment of any assessment andAsset, if any testing is conducted and Buyer shall provide Seller advance written notice of the timing of same. Buyer shall maintain, and shall cause its officers, employees, representatives, consultants and advisors to maintain, all information obtained by Buyer pursuant to Seller’s express any Environmental Assessment or other due diligence activity as strictly confidential prior written consentto the Cure Deadline, unless disclosure of any facts discovered through such Environmental Assessment is required under any Environmental Laws. Buyer shall provide Seller may require splitting with a copy of the final draft of all samples. Notwithstanding environmental reports prepared by, or on behalf of, Buyer with respect to any other provision of this Agreement Environmental Assessment conducted with respect to the contraryAssets. If any necessary disclosures under applicable Environmental Laws are required prior to Closing with respect to matters discovered by any Environmental Assessment conducted by, for or on behalf of Buyer, Buyer shall not have the right to drill any test, monitor or other xxxxx or to extract samples of any air, soil, water or other substance from the Assets without Seller’s express prior written consent. If Buyer proposes a reasonable request to drill a test well or extract a sample pursuant to a systematic and customary procedure for the assessment of the environmental condition of the Assets and agrees that Seller refuses to grant its consent to such a well or sampling, then Buyer shall have the right, for a period of seventy-two (72) hours following notification of Seller’s refusal to consent, to deliver written notice to Seller of Buyer’s election to exclude from this transaction the portion of the Assets affected by such proposed test well or sample, and the Purchase Price shall be adjusted accordingly by the Allocated Value of such portion of the Assets so excluded. Under no circumstances whatsoever shall Seller ever be obligated to grant its consent to any such test xxxxx or sampling proposed by Buyer, and Buyer’s sole and exclusive remedy for any refusal by Seller to grant its consent shall be the limited right contained in the preceding sentence to exclude the affected Assets from the transactions contemplated by this Agreement. If Buyer fails to exercise the right to exclude responsible party for disclosing such Assets by written notice to Seller delivered prior matters to the expiration of the seventy-two hour period described above, then Buyer shall be conclusively deemed to have waived such right and shall be obligated to purchase the affected Assets without conducting such testing or sampling or any adjustment of the Purchase Price unless otherwise provided in this Agreementappropriate Governmental Authorities.

Environmental Assessment. Buyer shall have the right for a period commencing upon execution of this Agreement by both parties and ending on November 28, 2012, to conduct an environmental assessment of the Assets, at Buyer’s sole risk, liability and expense. The Seller shall make available cause the Bank to Buyer, during grant the environmental assessment period described above, Seller’s historical files regarding prior operations on the Assets, and provide Buyer and (or its representatives with agents) reasonable access to the Assets to conduct premises of Bank for the environmental assessmentpurpose of conducting Phase I Hazardous Waste Assessments (the “Assessments”) of Owned Real Property at the option of the Buyer. The cost of the Assessments shall be paid by the Buyer. The Assessments shall be completed within thirty days after the date of this Agreement. Upon the Buyer’s receipt, the Buyer shall provide the Seller three with a copy of the Assessments. The Buyer shall promptly, and in no event later than fifteen days after receipt of such Assessment, give written notice to the Seller stating either that (3i) the Assessments are approved by the Buyer or (ii) such Assessments are not approved by the Buyer and the reasons therefor. If the Buyer does not give any such notice within such fifteen day period, then any Assessment for which no notice was given shall be deemed approved by the Buyer. WHD/12223603.9 - 16 - If the Buyer gives a notice pursuant to (ii) above which sets forth specific objections to the Assessments (the “Environmental Objections”), then the Buyer may, at its option, terminate this Agreement in accordance with Article 14 hereof, effective as of the date which is thirty (30) days prior written after the date of such notice of a desired date(sunless during such thirty (30) for day period the Seller either (a) commences action to correct or satisfies such assessment and Seller shall have the right to be present during any assessment and, if any testing is conducted pursuant to Seller’s express prior written consent, Seller may require splitting of all samples. Notwithstanding any other provision of this Agreement Environmental Objections to the contraryreasonable satisfaction of the Buyer, or (b) agrees to indemnify and hold the Buyer shall not have harmless from and against any damage or loss suffered or incurred by the right to drill any test, monitor or other xxxxx or to extract samples of any air, soil, water or other substance from the Assets without Seller’s express prior written consent. If Buyer proposes as a reasonable request to drill a test well or extract a sample pursuant to a systematic and customary procedure for the assessment result of the environmental condition problem(s) which is the subject of the Assets and Environmental Objection(s), such indemnification to be on terms reasonably acceptable to the Buyer. Within five (5) days after the date of this Agreement, the Seller refuses to grant its consent to such a well shall provide the Buyer with copies of any environmental reports or sampling, then Buyer shall have assessments regarding the right, for a period of seventy-two (72) hours following notification of Seller’s refusal to consent, to deliver written notice to Seller of Buyer’s election to exclude from this transaction Owned Real Property which are in the portion possession of the Assets affected by such proposed test well Bank or sample, and the Purchase Price shall be adjusted accordingly by the Allocated Value of such portion of the Assets so excluded. Under no circumstances whatsoever shall Seller ever be obligated to grant its consent to any such test xxxxx or sampling proposed by Buyer, and Buyer’s sole and exclusive remedy for any refusal by Seller to grant its consent shall be the limited right contained in the preceding sentence to exclude the affected Assets from the transactions contemplated by this Agreement. If Buyer fails to exercise the right to exclude such Assets by written notice to Seller delivered prior to the expiration of the seventy-two hour period described above, then Buyer shall be conclusively deemed to have waived such right and shall be obligated to purchase the affected Assets without conducting such testing or sampling or any adjustment of the Purchase Price unless otherwise provided in this AgreementSeller.

Environmental Assessment. Buyer shall Upon advance notice to Sellers, to the extent Sellers have the right for a period commencing upon execution of this Agreement by both parties and ending on November 28authority to do so, 2012, Sellers shall allow Buyer to conduct an environmental assessment of the Assetsconduct, at Buyer’s sole risk, liability risk and expense. Seller shall make available to Buyer, during the on-site inspections and an environmental assessment period described above, Seller’s historical files regarding prior operations on and compliance audit (an “Environmental Assessment”) of the Assets. Buyer acknowledges that Sellers do not operate certain Assets and, and provide with respect to such Assets, promptly following Buyer’s written request, Sellers will request that the operator of the Assets allow Buyer and its representatives with reasonable access to the Assets for purposes of conducting its Environmental Assessment but that the operator may not permit such access. In connection with any on-site inspections or Environmental Assessment, Buyer agrees not to interfere with the normal operation of the Assets and agrees to comply with all requirements and safety policies of the operator of which Buyer has notice. If requested by Sellers, the Parties shall execute a “common undertaking” letter regarding the confidentiality of Environmental Assessments where appropriate. Buyer shall not conduct any test drilling or sampling activities without prior notice to and consent of Sellers and the environmental assessmentoperator of the affected Asset. Buyer shall provide Seller three (3) days Sellers prior written notice of a desired date(s) for such assessment any environmental inspections and Seller shall have the right to be present during any assessment andtests, if any testing is conducted pursuant to Seller’s express prior written consent, Seller may require splitting of all samples. Notwithstanding any other provision of this Agreement to the contrary, and Buyer shall not have give Sellers the right opportunity to drill any test, monitor or other xxxxx or to extract samples of any air, soil, water or other substance from the Assets without Seller’s express prior written consentparticipate in all such inspections and tests. If Buyer proposes a reasonable request to drill a test well or extract a sample pursuant to a systematic and customary procedure for the assessment of the environmental condition of the Assets and Seller refuses to grant its consent to such a well or sampling, then Buyer shall have the rightprovide Sellers, for a period at no cost to Sellers, all reports of seventy-two (72) hours following notification of Seller’s refusal to consentenvironmental inspections and tests. IN CONNECTION WITH THE GRANTING OF SUCH ACCESS, to deliver written notice to Seller of Buyer’s election to exclude from this transaction the portion of the Assets affected by such proposed test well or sampleBUYER REPRESENTS THAT IT IS ADEQUATELY INSURED AND BUYER WAIVES, and the Purchase Price shall be adjusted accordingly by the Allocated Value of such portion of the Assets so excludedRELEASES AND AGREES TO INDEMNIFY, DEFEND AND SAVE AND HOLD HARMLESS THE SELLERS INDEMNIFIED PARTIES FROM AND AGAINST, ALL CLAIMS FOR INJURY TO, OR DEATH OF, PERSONS OR FOR DAMAGE TO PROPERTY ARISING IN ANY WAY FROM THE ACCESS AFFORDED TO, OR THE ACTIVITIES OF, BUYER, ITS EMPLOYEES, CONSULTANTS, AGENTS, CONTRACTORS AND SUBCONTRACTORS. Under no circumstances whatsoever shall Seller ever be obligated to grant its consent to any such test xxxxx or sampling proposed by BuyerTHIS WAIVER, and Buyer’s sole and exclusive remedy for any refusal by Seller to grant its consent shall be the limited right contained in the preceding sentence to exclude the affected Assets from the transactions contemplated by this Agreement. If Buyer fails to exercise the right to exclude such Assets by written notice to Seller delivered prior to the expiration of the seventy-two hour period described above, then Buyer shall be conclusively deemed to have waived such right and shall be obligated to purchase the affected Assets without conducting such testing or sampling or any adjustment of the Purchase Price unless otherwise provided in this AgreementRELEASE AND INDEMNITY BY BUYER SHALL SURVIVE TERMINATION OF THIS AGREEMENT.

Environmental Assessment. Buyer shall have Within ten (10) business days after the right for a period commencing upon execution of this Agreement by both parties the Asset Exchange Agreement, Cox xxxll provide Salem and ending on November 28Salem shall provide Cox xxxh the originals or readable copies of any environmental assessments with respect to such party's Stations that are in such party's possession or control. Prior to Closing, 2012Cox xxx obtain, to conduct at its option and expense, an environmental assessment of the AssetsSalem Real Property by an environmental engineer selected by Cox, xxd Salem may obtain, at Buyer’s sole risk, liability its option and expense, an assessment of the Cox Xxxl Property and the RRC Real Property by an engineer selected by Salem (in either case, the "Environmental Assessment"). Seller Each Environmental Assessment shall make available to Buyer, during the environmental assessment period described above, Seller’s historical files regarding prior operations on the Assets, and provide Buyer and its representatives with reasonable access be subject to the Assets to conduct confidentiality provisions of the Asset Exchange Agreement. If, after appropriate inquiry into the previous ownership of and uses of the Cox Xxxl Property, the RRC Real Property or the Salem Real Property, as the case may be, consistent with good commercial or customary practice, a party's engineer concludes, as set forth in the Environmental Assessment, that environmental assessment. Buyer shall provide Seller three (3) days prior written notice conditions exist on, under or affecting such properties that would constitute a material violation or breach of a desired date(s) for such assessment the conveying party's representations and Seller shall have warranties contained in the right to be present during any assessment and, if any testing is conducted pursuant to Seller’s express prior written consent, Seller may require splitting of all samples. Notwithstanding Asset Exchange Agreement then notwithstanding any other provision provisions of this the Asset Exchange Agreement to the contrary, Buyer but subject to the following sentence, the party conveying such real property shall not have the right to drill any test, monitor or other xxxxx or to extract samples of any air, soil, water or other substance from the Assets without Seller’s express prior written consent. If Buyer proposes a reasonable request to drill a test well or extract a sample pursuant at its sole cost and expense (up to a systematic maximum amount of Fifty Thousand Dollars ($50,000)) remove, correct or remedy any condition or conditions which constitute a material violation or breach of such party's representations and customary procedure for warranties prior to the assessment Closing Date and provide to the acquiring party at Closing a certificate from an environmental abatement firm that such removal, correction or remedy has been completed so that the party's representations and warranties with respect to environmental matters will be true and correct in all material respects as of the Closing Date. In the event the cost of removal, correction or remedy of the environmental condition of conditions exceeds Fifty Thousand Dollars ($50,000), the Assets and Seller refuses acquiring party may elect to grant its consent to such a well or sampling, then Buyer proceed with the Closing but shall have the right, for a period of seventy-two (72) hours following notification of Seller’s refusal to consent, to deliver written notice to Seller of Buyer’s election to exclude from this transaction the portion of the Assets affected by such proposed test well or sample, and the Purchase Price shall be adjusted accordingly by the Allocated Value of such portion of the Assets so excluded. Under no circumstances whatsoever shall Seller ever not be obligated to grant its consent close under any circumstances which would require the acquiring party to assume ownership of a Station under conditions where there exist any such test xxxxx material uncured violations of the conveying party's warranties, representations or sampling proposed covenants with respect to environmental matters. Please indicate your agreement to the foregoing by Buyersigning in the space provided below. This letter agreement may be executed in multiple counterparts, and Buyer’s sole and exclusive remedy for any refusal by Seller to grant its consent each of which shall be deemed an original and all of which taken together shall constitute one and the limited right contained in the preceding sentence to exclude the affected Assets from the transactions contemplated by this Agreementsame instrument. If Buyer fails to exercise the right to exclude such Assets by written notice to Seller delivered prior to the expiration of the seventy-two hour period described aboveVery truly yours, then Buyer shall be conclusively deemed to have waived such right and shall be obligated to purchase the affected Assets without conducting such testing or sampling or any adjustment of the Purchase Price unless otherwise provided in this Agreement.COX XXXIO, INC. By: ----------------------------------- Marixxx X. Xxxxxx Chief Financial Officer CXR HOLDINGS, INC. By: ----------------------------------- Richxxx X. Xxxxxx Assistant Secretary ACCEPTED AND AGREED: SALEM COMMUNICATIONS CORPORATION SOUTH TEXAS BROADCASTING, INC. By: ----------------------------- Name: Title:

Environmental Assessment. Buyer shall have Subject to Seller’s ability (upon the right for use of Commercially Reasonable Efforts) to obtain the consent of the operator of Acquired Assets that are not operated by Seller, Purchaser may, or may engage a period commencing upon execution of this Agreement by both parties and ending on November 28qualified environmental contractor to, 2012, to conduct an on-site inspection, environmental assessment assessment, and compliance audit of the Assets, Acquired Assets (an “Environmental Assessment”) at BuyerPurchaser’s sole risk, liability Liability, and expense. Seller shall make available to Buyer; provided, during the environmental assessment period described abovehowever, Seller’s historical files regarding prior operations on the Assets, and provide Buyer and its representatives with reasonable access to the Assets to conduct the environmental assessment. Buyer that: (i) Purchaser shall provide Seller three (3) days with prior written notice of any activities with respect to any such Environmental Assessment, and shall provide Seller the opportunity to participate in all such activities; (ii) any contractor engaged to perform all or any portion of such Environmental Assessment shall execute and deliver to Seller a desired date(sconfidentiality agreement in a form acceptable to Seller; (iii) for such assessment Purchaser shall not conduct, authorize, or permit any test drilling, sampling, or other invasive on-site activities without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed; and (iv) Purchaser shall provide to Seller promptly (and in any event, prior to the Defect Notice Deadline) after receipt, at no cost to Seller, all written Environmental Assessments prepared by or on behalf of Purchaser, all of which shall be treated as confidential information (x) subject to the terms of the Confidentiality Agreement prior to Closing, and (y) subject to the terms of Section 10.12 (but binding only as to Seller) from and after Closing. If Seller shall have decline consent requested by Purchaser to conduct, authorize or permit any test drilling, sampling or other invasive on-site activities recommended in the right to be present during any assessment andEnvironmental Assessment prepared by an independent qualified environmental contractor, if any testing is conducted pursuant to Seller’s express prior written consentPurchaser may, Seller may require splitting of all samples. Notwithstanding any other provision of at its option, eliminate the affected Acquired Property from the Acquired Assets and this Agreement to the contrary, Buyer shall not have the right to drill any test, monitor or other xxxxx or to extract samples of any air, soil, water or other substance from the Assets without Seller’s express prior written consent. If Buyer proposes a reasonable request to drill a test well or extract a sample pursuant to a systematic and customary procedure for the assessment of the environmental condition of the Assets and Seller refuses to grant its consent to such a well or sampling, then Buyer shall have the right, for a period of seventy-two (72) hours following notification of Seller’s refusal to consent, to deliver by delivering written notice to Seller of Buyer’s election to exclude from this transaction thereof before the portion of the Assets affected by such proposed test well or sample, Closing and the Purchase Price Closing Amount shall be adjusted accordingly downward by the Allocated Value of such portion of the Assets so excluded. Under no circumstances whatsoever shall Seller ever be obligated to grant its consent to any such test xxxxx or sampling proposed by Buyer, and Buyer’s sole and exclusive remedy for any refusal by Seller to grant its consent shall be the limited right contained in the preceding sentence to exclude the affected Assets from the transactions contemplated by this Agreement. If Buyer fails to exercise the right to exclude such Assets by written notice to Seller delivered prior to the expiration of the seventy-two hour period described above, then Buyer shall be conclusively deemed to have waived such right and shall be obligated to purchase the affected Assets without conducting such testing or sampling or any adjustment of the Purchase Price unless otherwise provided in this AgreementAcquired Property.

Environmental Assessment. Buyer Provide to the Lender from time- to-time, at the Borrower's sole fee, cost and expense, if the Lender shall ever have reason to believe that any Hazardous Material affects the Premises, or if any Governmental Action is made or threatened, or if an Event of Default shall have occurred, an Environmental Assessment, which Environmental Assessment shall have been ordered by the right for a period commencing upon execution of this Agreement by both parties Borrower within ten (10) days after the Lender's request and ending on November 28, 2012, which shall be delivered to conduct an environmental assessment the Lender promptly after the date of the AssetsLender's request. At all other times, the Lender may request an Environmental Assessment to be provided by the Borrower at Buyer’s sole risk, liability and the Lender's expense. Seller shall make The Borrower will cooperate with each consulting firm making any Environmental Assessment and will promptly supply to the consulting firm, from time to time upon request, all information available to Buyer, during the environmental assessment period described above, Seller’s historical files regarding prior operations on Borrower to facilitate the Assets, and provide Buyer and its representatives with reasonable access completion of the Environmental Assessment. If the Borrower fails to furnish the Assets to conduct the environmental assessment. Buyer shall provide Seller three Lender within ten (310) days prior written notice after the Lender's request with a copy of a desired date(san agreement with an acceptable environmental consulting firm to provide such Environmental Assessment, or if the Borrower fails to order such Environmental Assessment within ten (10) for days after the Lender's request, the Lender may cause any such assessment and Seller shall have the right Environmental Assessment to be present during made at the Borrower's fee, cost, expense and risk. The Lender may disclose to interested parties any assessment and, if any testing is conducted pursuant to Seller’s express prior written consent, Seller may require splitting of all samples. Notwithstanding any other provision of this Agreement to information the contrary, Buyer shall not have the right to drill any test, monitor or other xxxxx or to extract samples of any air, soil, water or other substance from the Assets without Seller’s express prior written consent. If Buyer proposes a reasonable request to drill a test well or extract a sample pursuant to a systematic and customary procedure for the assessment of Lender ever has about the environmental condition or compliance of the Assets and Seller refuses Premises, but shall be under no duty to grant its consent disclose any such information except as may be required by law. The Lender shall be under no duty to such a well or sampling, then Buyer shall have the right, for a period of seventy-two (72) hours following notification of Seller’s refusal to consent, to deliver written notice to Seller of Buyer’s election to exclude from this transaction the portion make any Environmental Assessment of the Assets affected by such proposed test well or samplePremises, and in no event shall any such Environmental Assessment by the Purchase Price Lender be or give rise to a representation that any Hazardous Material is or is not present on the Premises, or that there has been or shall be adjusted accordingly compliance with any Hazardous Materials Law, nor shall the Borrower or any other Person be entitled to rely on any Environmental Assessment made by the Allocated Value Lender or at the Lender's request. The Lender owes no duty of such portion of care to protect the Assets so excluded. Under no circumstances whatsoever shall Seller ever be obligated to grant its consent to any such test xxxxx or sampling proposed by Buyer, and Buyer’s sole and exclusive remedy for any refusal by Seller to grant its consent shall be the limited right contained in the preceding sentence to exclude the affected Assets from the transactions contemplated by this Agreement. If Buyer fails to exercise the right to exclude such Assets by written notice to Seller delivered prior to the expiration of the seventy-two hour period described above, then Buyer shall be conclusively deemed to have waived such right and shall be obligated to purchase the affected Assets without conducting such testing or sampling Borrower or any adjustment of other Person against, or to inform them of, any Hazardous Material or other adverse condition affecting the Purchase Price unless otherwise provided in this AgreementPremises.

Environmental Assessment. Buyer shall have the right for a period commencing upon execution of this Agreement by both parties and ending on November 28, 2012, to conduct an environmental assessment of the Assets, at Buyer’s sole risk, liability and expense. Seller shall make available to Buyer, during the environmental assessment period described above, Seller’s historical files regarding prior operations on the Assets, and provide Buyer and its representatives with reasonable access to the Assets to conduct the environmental assessment. Buyer shall provide Seller three (3a) days prior written notice of a desired date(s) for such assessment and Seller shall have the right to be present during any assessment and, if any testing is conducted pursuant to Seller’s express prior written consent, Seller may require splitting of all samples. Notwithstanding any other provision of this Agreement to the contrary, Buyer shall not have the right to drill any test, monitor or other xxxxx or to extract samples of any air, soil, water or other substance from the Assets without Seller’s express prior written consent. If Buyer proposes a reasonable request to drill a test well or extract a sample pursuant to a systematic and customary procedure for the assessment of the environmental condition of the Assets and Seller refuses to grant its consent to such a well or sampling, then Buyer shall have the right, for a period of seventy-two (72) hours following notification of Seller’s refusal to consentat Buyer's sole cost, risk, and expense, to deliver written notice to Seller of Buyer’s election to exclude from this transaction the portion undertake an environmental assessment of the Assets affected by Properties during the period ending on the Title Notice Date (the "Inspection Period"). Buyer and its agents shall have the same right as Seller to enter upon the Properties, inspect the same, conduct soil and water sampling, analysis and monitoring, including soil borings (and, after notice and consultation with Seller, drilling groundwater monitoring xxxxx), an generally conduct such proposed test well tests, examinations, investigations and studies as Buyer deems necessary or sampleappropriate for preparing appropriate engineering and other reports and making judgments relating to the Properties, their condition, and the Purchase Price presence of chemicals and other substances. Seller shall be adjusted accordingly by cooperate with any efforts of Buyer and its agents to obtain third party consents for access to those parcels of land within the Allocated Value Properties to which Seller may not presently have access. Buyer and its agents shall have reasonable access to Seller's agents and employees in the course of conducting Buyer's environmental assessment. Buyer agrees to provide to Seller a copy of all facts discovered in the course of conducting Buyer's environmental assessment, including all direct observations (if in writing or other tangible or transferable medium), data and summaries thereof. Buyer shall keep any data or information acquired in the course of such portion examinations and the results of the Assets so excluded. Under no circumstances whatsoever shall Seller ever be obligated to grant its consent all analyses of such data and information strictly confidential and not disclose same to any person or agency without the prior written approval of Seller, except that Buyer may disclose to authorities having jurisdiction such test xxxxx information as is required by law or sampling proposed by Buyer, and Buyer’s sole and exclusive remedy for any refusal by Seller court order at the same time that Buyer provides such information to grant its consent shall be the limited right contained in the preceding sentence to exclude the affected Assets from the transactions contemplated by this AgreementSeller. If Buyer fails to exercise determines that conditions on a Property do not satisfy the right to exclude environmental standards set forth in Section 8.4 below in a material respect, then Buyer may notify Seller of such Assets condition by written notice to Seller delivered providing Seller, on or prior to the expiration Title Notice Date, a written "Notice of Environmental Defect" setting forth in detail the seventy-two hour period described abovefacts giving rise to the claimed defect, then the environmental standard which Buyer claims is not satisfied, any Applicable Environmental Law (hereinafter defined) which Buyer contends has been breached or violated and, if the claimed defect arises from information contained in a document, a copy of such document or the relevant parts thereof. Buyer shall be conclusively deemed to have waived accepted without objection (i) the environmental conditions described in Schedule 8.4, and (ii) any Property which does not meet the environmental standards or which is subject to an environmental defect unless a Notice of Environmental Defect is given with respect to such right and shall be obligated Property on or prior to purchase the affected Assets without conducting such testing or sampling or any adjustment of the Purchase Price unless otherwise provided in this AgreementFirst Title Notice Date.

Environmental Assessment. Buyer shall have the right for a period commencing upon execution of this Agreement by both parties and ending on November 28, 2012, to conduct an environmental assessment of the Assets, at Buyer’s sole risk, liability and expense. Seller shall make available to Buyer, during the environmental assessment period described above, Seller’s historical files regarding prior operations on the Assets, and provide Buyer and its representatives with reasonable access to the Assets to conduct the environmental assessment. Buyer shall provide Seller three (3) days prior written notice of a desired date(s) for such assessment and Seller shall have the right to be present during any assessment and, if any testing is conducted pursuant to Seller’s express prior written consent, Seller may require splitting of all samples. Notwithstanding any other provision of this Agreement to the contrary, Buyer shall not have the right to drill any test, monitor or other xxxxx or to extract samples of any air, soil, water or other substance from the Assets without Seller’s express prior written consent. If Buyer proposes a reasonable request to drill a test well or extract a sample pursuant to a systematic and customary procedure for the assessment of the environmental condition of the Assets and Seller refuses to grant its consent to such a well or sampling, then Buyer shall have the right, for a period of seventy-two (72) hours following notification of Seller’s refusal to consentat Buyer's sole cost, risk, and expense, to deliver written notice to Seller of Buyer’s election to exclude from this transaction the portion undertake an environmental assessment of the Assets affected by Properties during the period ending on the Title Notice Date (the "Inspection Period"). Buyer and its agents shall have the same right as the Company to enter upon the Properties, inspect the same, conduct soil and water sampling, analysis and monitoring, including soil borings (and, after notice and consultation with the Company, drilling groundwater monitoring xxxxx), and generally conduct such proposed test well tests, examinations, investigations and studies as Buyer deems necessary or sampleappropriate for preparing appropriate evaluation and other reports and making judgments relating to the Properties, their condition, and the Purchase Price presence of chemicals and other substances. Sellers shall be adjusted accordingly cooperate with any efforts of Buyer and its agents to obtain third party consents for access to those parcels of land within the Properties to which the Company may not presently have access. Buyer and its agents shall have reasonable access to the Company's agents and employees in the course of conducting Buyer's environmental assessment. Sellers shall cause the Company to make available to Buyer within five (5) days after the date of this Agreement copies of all reports (including, without limitation, all environmental studies, assessments, audit reports, or other evaluations prepared by or for Sellers or the Allocated Value Company), citations, notices, correspondence and other documents concerning the environmental condition of the Properties. Buyer agrees to provide to Sellers a copy of all facts discovered in the course of conducting Buyer's environmental assessment, including all direct observations (if in writing or other tangible or transferable medium), data and summaries thereof. Buyer shall keep any data or information acquired in the course of such portion examinations and the results of all analyses of such data and information strictly confidential and not disclose same to any person or agency without the prior written approval of the Assets so excluded. Under no circumstances whatsoever shall Seller ever be obligated Company, except that Buyer may disclose to grant its consent authorities having jurisdiction such information as is required by law or by court order at the same time that Buyer provides such information to any such test xxxxx or sampling proposed by Buyer, and Buyer’s sole and exclusive remedy for any refusal by Seller to grant its consent shall be the limited right contained in the preceding sentence to exclude the affected Assets from the transactions contemplated by this AgreementSellers. If Buyer fails to exercise determines that conditions on a Property do not satisfy the right to exclude environmental standards set forth in Section 9.4 below in a material respect, then Buyer may notify Sellers of such Assets condition by written notice to Seller delivered provid- ing Sellers, on or prior to the expiration Title Notice Date, a written "Notice of Environmental Defect" setting forth in detail the seventy-two hour period described abovefacts giving rise to the claimed defect, then the environmental standard which Buyer claims is not satisfied, any Applicable Environmental Law (hereinafter defined) which Buyer contends has been breached or violated and, if the claimed defect arises from information contained in a document, a copy of such document or the relevant parts thereof. Buyer shall be conclusively deemed to have waived accepted without objection (i) the environmental conditions described in Schedule 9.4, and (ii) any Property which does not meet the environmental standards or which is subject to an environmental defect unless a Notice of Environmental Defect is given with respect to such right and shall be obligated Property on or prior to purchase the affected Assets without conducting such testing or sampling or any adjustment of the Purchase Price unless otherwise provided in this AgreementTitle Notice Date.

Environmental Assessment. Buyer shall have the right for a period commencing upon execution of this Agreement by both parties and ending on November 28, 2012, to conduct an environmental assessment of the Assets, at Buyer’s sole risk, liability and expense. The Seller shall make available cause the Bank to Buyer, during grant the environmental assessment period described above, Seller’s historical files regarding prior operations on the Assets, and provide Buyer and (or its representatives with agents) reasonable access to the Assets to conduct premises of Bank for the environmental assessmentpurpose of conducting Phase I Hazardous Waste Assessments (the “Assessments”) of Owned Real Property at the option of the Buyer. The cost of the Assessments shall be paid by the Buyer. The Assessments shall be completed within thirty days after the date of this Agreement. Upon the Buyer’s receipt, the Buyer shall provide the Seller three with a copy of the Assessments. The Buyer shall promptly, and in no event later than fifteen days after receipt of such Assessment, give written notice to the Seller stating either that (3i) the Assessments are approved by the Buyer or (ii) such Assessments are not approved by the Buyer and the reasons therefor. If the Buyer does not give any such notice within such fifteen day period, then any Assessment for which no notice was given shall be deemed approved by the Buyer. If the Buyer gives a notice pursuant to (ii) above which sets forth specific objections to the Assessments (the “Environmental Objections”), then the Buyer may, at its option, terminate this Agreement in accordance with Article 14 hereof, effective as of the date which is thirty (30) days prior written after the date of such notice of a desired date(sunless during such thirty (30) for day period the Seller either (a) commences action to correct or satisfies such assessment and Seller shall have the right to be present during any assessment and, if any testing is conducted pursuant to Seller’s express prior written consent, Seller may require splitting of all samples. Notwithstanding any other provision of this Agreement Environmental Objections to the contraryreasonable satisfaction of the Buyer, or (b) agrees to indemnify and hold the Buyer shall not have harmless from and against any damage or loss suffered or incurred by the right to drill any test, monitor or other xxxxx or to extract samples of any air, soil, water or other substance from the Assets without Seller’s express prior written consent. If Buyer proposes as a reasonable request to drill a test well or extract a sample pursuant to a systematic and customary procedure for the assessment result of the environmental condition problem(s) which is the subject of the Assets and Environmental Objection(s), such indemnification to be on terms reasonably acceptable to the Buyer. Within five (5) days after the date of this Agreement, the Seller refuses to grant its consent to such a well shall provide the Buyer with copies of any environmental reports or sampling, then Buyer shall have assessments regarding the right, for a period of seventy-two (72) hours following notification of Seller’s refusal to consent, to deliver written notice to Seller of Buyer’s election to exclude from this transaction Owned Real Property which are in the portion possession of the Assets affected by such proposed test well Bank or sample, and the Purchase Price shall be adjusted accordingly by the Allocated Value of such portion of the Assets so excluded. Under no circumstances whatsoever shall Seller ever be obligated to grant its consent to any such test xxxxx or sampling proposed by Buyer, and Buyer’s sole and exclusive remedy for any refusal by Seller to grant its consent shall be the limited right contained in the preceding sentence to exclude the affected Assets from the transactions contemplated by this Agreement. If Buyer fails to exercise the right to exclude such Assets by written notice to Seller delivered prior to the expiration of the seventy-two hour period described above, then Buyer shall be conclusively deemed to have waived such right and shall be obligated to purchase the affected Assets without conducting such testing or sampling or any adjustment of the Purchase Price unless otherwise provided in this AgreementSeller.

Environmental Assessment. Buyer shall have the right for a period commencing upon execution of this Agreement by both parties and ending on November 28, 2012, to conduct an environmental assessment of the Assets, at Buyer’s sole risk, liability and expense. Seller shall make available to Buyer, during the environmental assessment period described above, Seller’s historical files regarding prior operations on the Assets, and provide Buyer and its representatives with reasonable access to the Assets to conduct the environmental assessment. Buyer shall provide Seller three (3) days prior written notice of a desired date(s) for such assessment and Seller shall have the right to be present during any assessment and, if any testing is conducted pursuant to Seller’s express prior written consent, Seller may require splitting of all samples. Notwithstanding any other provision of this Agreement to the contrary, Buyer shall not have the right to drill any test, monitor or other xxxxx or to extract samples of any air, soil, water or other substance from the Assets without Seller’s express prior written consent. If Buyer proposes a reasonable request to drill a test well or extract a sample pursuant to a systematic and customary procedure for the assessment of the environmental condition of the Assets and Seller refuses to grant its consent to such a well or sampling, then Buyer shall have the right, for a period of seventy-two (72) hours following notification of Seller’s refusal to consentat Buyer's sole cost, risk, and expense, to deliver written notice to Seller of Buyer’s election to exclude from this transaction the portion undertake an environmental assessment of the Assets affected by Properties during the period prior to the Closing. Buyer and its agents shall have the same right as Seller to enter upon the Properties, inspect the same, conduct soil and water sampling, analysis and monitoring, including soil borings (and, after notice and consultation with Seller, drilling groundwater monitoring xxxxx), an generally conduct such proposed test well tests, examinations, investigations and studies as Buyer deems necessary or sampleappropriate for preparing appropriate engineering and other reports and making judgments relating to the Properties, their condition, and the Purchase Price presence of chemicals and other substances. Seller shall be adjusted accordingly by cooperate with any efforts of Buyer and its agents to obtain third party consents for access to those parcels of land within the Allocated Value Properties to which Seller may not presently have access. Buyer and its agents shall have reasonable access to Seller's agents and employees in the course of conducting Buyer's environmental assessment. Buyer shall keep any data or information acquired in the course of such portion examinations and the results of the Assets so excluded. Under no circumstances whatsoever shall Seller ever be obligated to grant its consent all analyses of such data and information strictly confidential and not disclose same to any person or agency without the prior written approval of Seller, except that Buyer may disclose to authorities having jurisdiction such test xxxxx information as is required by law or sampling proposed by Buyer, and Buyer’s sole and exclusive remedy for any refusal by Seller court order at the same time that Buyer provides such information to grant its consent shall be the limited right contained in the preceding sentence to exclude the affected Assets from the transactions contemplated by this AgreementSeller. If Buyer fails to exercise determines that conditions on a Property do not satisfy the right to exclude environmental standards set forth in Section 8.4 below in a material respect, then Buyer may notify Seller of such Assets condition by written notice to Seller delivered providing Seller, on or prior to the expiration day that is ten (10) business days prior to the date scheduled for Closing in Section 12.1 hereof (the "Environmental Notice Date"), a written "Notice of Environmental Defect" setting forth in detail the seventy-two hour period described abovefacts giving rise to the claimed defect, then the environmental standard which Buyer claims is not satisfied, and any Applicable Environmental Law (hereinafter defined) which Buyer contends has been breached or violated. Buyer shall be conclusively deemed to have waived accepted without objection (i) the environmental conditions described in Schedule 4.15, and (ii) except to the extent an environmental condition was known to Seller and not disclosed pursuant to Section 4.15, any Property which does not meet the environmental standards or which is subject to an environmental defect unless a Notice of Environmental Defect is given with respect to such right and shall be obligated Property on or prior to purchase the affected Assets without conducting such testing or sampling or any adjustment of the Purchase Price unless otherwise provided in this AgreementFirst Title Notice Date.

Environmental Assessment. Buyer shall have the right for a period commencing upon execution of this Agreement by both parties and ending on November 28, 2012, to may conduct an environmental assessment of the Assets, at including investigations to identify wetlands and sensitive and protected habitats. If Buyer undertakes an environmental assessment, both the consultant (if consultants are employed) and the scope of the proposed assessment, including testing protocols, must be acceptable to Seller before the work may begin. If Buyer and Seller cannot agree on Buyer’s sole risk, liability and expense. Seller shall make available to Buyer, during the 's proposed environmental assessment period described aboveplan, Seller’s historical files regarding prior operations on then Seller may, at its sole option, withdraw from this Agreement any of the Assets that Buyer proposes to assess, and the Purchase Price will be adjusted for each withdrawn Asset. If Seller withdraws all the Assets pursuant to this Section, this Agreement will terminate. If Buyer takes samples from the Assets, and provide Buyer and its representatives with reasonable access to the Assets to conduct the environmental assessment. Buyer shall provide Seller three (3) days prior written notice of a desired date(s) for such assessment and Seller shall have the right to be present during any assessment and, if any testing is conducted pursuant to Seller’s express prior written consent, Seller may require splitting of all sampleseach sample. Notwithstanding any other provision of this Agreement anything in the foregoing that may appear to the contrary, Buyer shall the presence of naturally occurring radioactive materials ("NORM") will not have the right to drill any testconstitute a Title Defect (hereinafter defined). IT IS EXPRESSLY RECOGNIZED THAT THE LANDS AND/OR WATER BOTTOM ALONG WITH SURFACE FACILITIES AND PRODUCTION EQUIPMENT LOCATED THEREON, monitor or other xxxxx or to extract samples of any airHAVING BEEN USED IN CONNECTION WITH OIL AND GAS PRODUCTION ACTIVITIES, soilMAY CONTAIN NORM AS A RESULT OF THESE OPERATIONS. ACCORDINGLY, water or other substance from the Assets without Seller’s express prior written consentLANDS AND/OR WATER BOTTOMS, THE WELLS, AND THE EQUIPMEXX XXANSFERRED HEREIN ARE TRANSFERRED WITH THE RESTRICTION THAT THEY WILL BE USED ONLY IN CONNECTION WITH OIL AND GAS PRODUCING ACTIVITIES ASSOCIATED WITH THE LEASES, AND WILL NOT BE SUBSEQUENTLY TRANSFERRED FOR UNRESTRICTED USE UNLESS THE CONCENTRATIONS OF NORM ASSOCIATED THEREWITH ARE BELOW THE LEVELS SPECIFIED AS ALLOWABLE FOR UNRESTRICTED TRANSFER AS SET FORTH IN ANY AND ALL APPLICABLE LAWS, ORDERS, RULES OR REGULATIONS OF ANY GOVERNMENTAL AGENCY OR COURT HAVING JURISDICTION. If Buyer proposes a reasonable request to drill a test well or extract a sample pursuant to a systematic and customary procedure for the assessment of the environmental condition of the Assets and Seller refuses to grant its consent to such a well or samplingADDITIONALLY, then Buyer shall have the rightBUYER AGREES TO COMPLY WITH ALL PROVISIONS OF SUCH LAWS, for a period of seventy-two (72) hours following notification of Seller’s refusal to consentORDERS RULES OR REGULATIONS APPLICABLE TO SAID LANDS AND/OR WATER BOTTOMS, to deliver written notice to Seller of Buyer’s election to exclude from this transaction the portion of the Assets affected by such proposed test well or sampleTHE WELLS, and the Purchase Price shall be adjusted accordingly by the Allocated Value of such portion of the Assets so excludedAND THE PERSONAL XXXPERTY. Under no circumstances whatsoever shall Seller ever be obligated to grant its consent to any such test xxxxx or sampling proposed by Buyer, and Buyer’s sole and exclusive remedy for any refusal by Seller to grant its consent shall be the limited right contained in the preceding sentence to exclude the affected Assets from the transactions contemplated by this Agreement. If Buyer fails to exercise the right to exclude such Assets by written notice to Seller delivered prior to the expiration of the seventy-two hour period described above, then Buyer shall be conclusively deemed to have waived such right and shall be obligated to purchase the affected Assets without conducting such testing or sampling or any adjustment of the Purchase Price unless otherwise provided in this AgreementBUYER FURTHER AGREES TO INCLUDE THE PROVISIONS OF THIS CLAUSE IN ANY SUBSEQUENT SALE OR ASSIGNMENT OF ANY INTEREST THEREIN TRANSFERRED.

Environmental Assessment. Buyer shall have the right for a period commencing upon execution of this Agreement by both parties and ending on November 28, 2012, to may conduct an environmental assessment of the AssetsInterests, including investigations to identify wetlands and sensitive and protected habitats. If Buyer undertakes an environmental assessment, both the consultant (if consultants are employed) and the scope of the proposed assessment, including testing protocols, must be acceptable to Seller before the work may begin. If Buyer and Seller cannot agree on Buyer's proposed environmental assessment plan, then Seller may at Buyer’s its sole riskoption, liability withdraw from this Agreement any of the Interests that Buyer proposes to assess, or all of the Interests, and expensethe Purchase Price will be adjusted for each withdrawn Interest. If Seller shall make available withdraws all the Interests pursuant to this Section, this Agreement will terminate, and Seller will refund the Deposit to Buyer, during . If Buyer takes samples from the environmental assessment period described above, Seller’s historical files regarding prior operations on the Assets, and provide Buyer and its representatives with reasonable access to the Assets to conduct the environmental assessment. Buyer shall provide Seller three (3) days prior written notice of a desired date(s) for such assessment and Seller shall have the right to be present during any assessment and, if any testing is conducted pursuant to Seller’s express prior written consentInterests, Seller may require splitting of each sample. Buyer will deliver copies of all samplesdraft and final reports, results, data, and analyses of site visits, inspections, and assessments to Seller within five days of Buyer's receipt of them, at Buyer's cost. Seller will have no confidentiality obligation with regard to this information and may disclose it to third parties or use it for any purpose. Notwithstanding any other provision of this Agreement anything in the foregoing that may appear to the contrary, Buyer shall the presence of naturally occurring radioactive materials ("NORM") will not have the right to drill any testconstitute a Title Defect (hereinafter defined). IT IS EXPRESSLY RECOGNIZED THAT THE LANDS AND/OR WATER BOTTOMS ALONG WITH SURFACE FACILITIES AND PRODUCTION EQUIPMENT LOCATED THEREON, monitor or other xxxxx or to extract samples of any airHAVING BEEN USED IN CONNECTION WITH OIL AND GAS PRODUCTION ACTIVITIES, soilMAY CONTAIN NORM AS A RESULT OF THESE OPERATIONS. ACCORDINGLY, water or other substance from the Assets without Seller’s express prior written consentLANDS AND/OR WATER BOTTOMS, THE WELLS, AND THE EQUIPMENT XXXXSFERRED HEREIN ARE TRANSFERRED WITH THE RESTRICTION THAT THEY WILL BE USED ONLY IN CONNECTION WITH OIL AND GAS PRODUCING ACTIVITIES ASSOCIATED WITH THE LEASES, AND WILL NOT BE SUBSEQUENTLY TRANSFERRED FOR UNRESTRICTED USE UNLESS THE CONCENTRATIONS OF NORM ASSOCIATED THEREWITH ARE BELOW THE LEVELS SPECIFIED AS ALLOWABLE FOR UNRESTRICTED TRANSFER AS SET FORTH IN ANY AND ALL APPLICABLE LAWS, ORDERS, RULES OR REGULATIONS OF ANY GOVERNMENTAL AGENCY OR COURT HAVING JURISDICTION. If Buyer proposes a reasonable request to drill a test well or extract a sample pursuant to a systematic and customary procedure for the assessment of the environmental condition of the Assets and Seller refuses to grant its consent to such a well or samplingADDITIONALLY, then Buyer shall have the rightBUYER AGREES TO COMPLY WITH ALL PROVISIONS OF SUCH LAWS, for a period of seventy-two (72) hours following notification of Seller’s refusal to consentORDERS RULES OR REGULATIONS APPLICABLE TO SAID LANDS AND/OR WATER BOTTOMS, to deliver written notice to Seller of Buyer’s election to exclude from this transaction the portion of the Assets affected by such proposed test well or sampleTHE WELLS, and the Purchase Price shall be adjusted accordingly by the Allocated Value of such portion of the Assets so excludedAND THE PERSONAL XXXXXRTY. Under no circumstances whatsoever shall Seller ever be obligated to grant its consent to any such test xxxxx or sampling proposed by Buyer, and Buyer’s sole and exclusive remedy for any refusal by Seller to grant its consent shall be the limited right contained in the preceding sentence to exclude the affected Assets from the transactions contemplated by this Agreement. If Buyer fails to exercise the right to exclude such Assets by written notice to Seller delivered prior to the expiration of the seventy-two hour period described above, then Buyer shall be conclusively deemed to have waived such right and shall be obligated to purchase the affected Assets without conducting such testing or sampling or any adjustment of the Purchase Price unless otherwise provided in this AgreementBUYER FURTHER AGREES TO INCLUDE THE PROVISIONS OF THIS CLAUSE IN ANY SUBSEQUENT SALE OR ASSIGNMENT OF ANY INTEREST THEREIN TRANSFERRED.