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Pre -Closing Contamination: Hazardous materials re or during ARCO gasoline station operations condu affiliates. Responsible Aged. The environmental regulatory of Hazardous Material into the soil or groundwater of ased into the soil or groundwater prior to ed on the Real Estate by Seller and its envy that has jurisdiction over a release rrina on or about the Real Estate. Sellers Indemnity Obli ation: Sellers obligation to in emnify and defend Buyer with respect to Covered Claims, to the extent 'required by this Ad endum and subject to the terms of this Addendum. A2. Seller's Environmental Indemnification of Buyer. Seller shall indemnify and defend Buyer from all Covered Costs. But Seller's Indemnity Obligation is subject to Buyer's compliance with (i) Buyer's obligations under the Environmental Declaration and (ii) any restrictions on the use and operation of the Real Estate contained in the Environmental :4 Declaration. Notwithstanding any other provision of his Addendum or the Agreement, Sellers Indemnity Obligation shall benefit any successor ora sign of Buyer. A3. Notice of Claim. As a condition tc Sellers Indemnity Obligation to Buyer concerning a particular Covered Claim, Buyer must ive notice to Seller of the Covered Claim promptly after Buyer becomes aware that the Covere Claim has been threatened or made. A4. Seller May Perform Indemnity Corrective Action. if Seller becomes aware of a Covered Claim, Seller may perform Indemnity Corrective Action. Seller will have reasonable discretion to determine the schedule, technique, method, and design of Indemnity Corrective Action, and Seller may contest and appeal any decis on of the Responsible Agency concerning Indemnity Corrective Action. Buyer shall cooperate With Seller in obtaining Responsible Agency approval for any Indemnity Corrective Action. A5. Seller's Access Right. Seller and it Entry Right. With respect to each Covered Claim, from the date on which the Covered Claim is resolve 90 days after Seller notifies Buyer that Seller has tE that Seiler undertook in response to the Covered C written notice of its exercise of the Indemnity Entry Right, Seller shall attempt to minimize, to the extent the operation of the lousiness on the Real Estate, determined by Seiler. In conducting its operations minimize, to the extent reasonably possible, any i Action. The Indemnity Entry Right includes, withou groundwater investigations, (ii) the right to install, ol; remove equipment (including piping and wells) for 9 right to have service trucks on the Real Estate. A may cut and remove portions of the asphalt and cc and concrete that it removes with comparable asph� to pay any rent or other compensation to Buyer or Right or the portion of the Real Estate occupied Indemnity Corrective Action. Any indemnity Correc with the use of the property or unreasonably impair t q:lreladminljosephldrafts1044931addend um03.doc 06108199 T59 AM 2 representatives will have the Indemnity he Indemnity Entry Right will be in effect J to Sellers and Buyer's satisfaction or (ii) rminated any Indemnity Corrective Action aim. Seller shall give Buyer prior oral or Right. In exercising the Indemnity Entry reasonably possible, any interference with except in the case of an emergency, as in the Real Estate, Buyer shall attempt to iterference with the Indemnity Corrective limitation, (i) the right to perform soil and :rate, monitor, maintain, repair, close, and e Indemnity Corrective Action, and (iii) the part of any equipment installation, Seller icrete. But Seller shall patch any .asphalt t and concrete. Seller will not be required any other person for the Indemnity Entry. ry the equipment used in performing the ive Action shall not unreasonably interfere ie appearance of the site. `1908