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<br /> as Buyer's sole and exclusive agent to negotiate with,discuss and settle any and all claims,
<br /> liabilities and inquiries from any Agencies having jurisdiction over the Remediation Work. Any
<br /> settlement(whether informal,voluntary,through a consent agreement, or otherwise)agreed to by
<br /> Seller shall be binding on Buyer and the Property. Contemporaneously herewith,Buyer will
<br /> deliver to Seller an irrevocable Power of Attorney coupled with an interest, in substantially the
<br /> form attached hereto as Exhibit 2. Seller shall have the exclusive right to control all aspects of
<br /> any assessment, monitoring or remediation actions, including selection of remediation standards
<br /> and procedures,with no involvement or input from Buyer,unless specifically requested by
<br /> Seller. Further,Buyer shall have no right to dictate to Seller any timeframes for completing any
<br /> assessment, monitoring or remediation efforts at the Property. Buyer agrees that it shall not
<br /> communicate with any Agency or respond to any inquiries of any Agency,except that Buyer
<br /> may make an inquiry to any Agency regarding the environmental condition of the Property if
<br /> Buyer provides Seller with reasonable notice prior to making such an inquiry and except that
<br /> Buyer may respond to inquiries of any Agency to the extent such response is required by law and
<br /> provided that Buyer coordinates such response with Seller. Buyer shall promptly deliver to
<br /> Seller copies of any and all correspondence and/or inquiries from any Agency respecting the
<br /> Remediation Work.
<br /> 2. Access. After the Effective Date, Seller, its affiliates(including Sigma Circuits,
<br /> Inc.), contractors and representatives,and the Agencies shall be granted unlimited and
<br /> unrestricted access to those portions of the Property(including the building located on the
<br /> Property) necessary to conduct the Remediation Work, including but not limited to accessing,
<br /> monitoring, inspecting,testing and/or remediating any of the groundwater or soil contamination
<br /> and complying with the requests of any Agency. Such access by Seller may be made by Seller at
<br /> any time,with reasonable advance notice to Buyer. Further, Seller is hereby granted the right,at
<br /> Seller's sole cost and expense,to take any actions whatsoever in connection with such
<br /> Remediation Work, including but not limited to constructing and installing monitoring wells,
<br /> bringing its equipment, including but not limited to drill rigs and excavation equipment, onto the
<br /> Property, digging holes or constructing or installing any other structures on the Property or
<br /> within any of the improvements located thereon, in compliance with all requirements of the
<br /> Agencies. Seller shall use commercially reasonable efforts to conduct the Remediation Work so
<br /> as not to interfere unreasonably with the operation of the Property by Buyer. Buyer agrees that
<br /> Seller,or its contractors and representatives, shall be permitted to place environmental
<br /> monitoring or remediation devices on the Property and Buyer will not interfere in any way with
<br /> such devices until such time as the monitoring or remediation work has been completed. Until
<br /> such time as Seller has completed the Remediation Work, Buyer and its representatives shall
<br /> have no right to make soil borings, drill testing or monitoring wells,make excavations or
<br /> otherwise to penetrate the surface areas of the Property, unless Buyer coordinates such work with
<br /> Seller. In order to perform the Remediation Work,the parties recognize that cooperation and
<br /> coordination between Buyer and Seller will be necessary, and the parties agree to provide such
<br /> cooperation and coordination.
<br /> 3. Environmental Definitions.
<br /> (a) "Environmental Laws"shall mean any and all presently existing federal,
<br /> state and local laws(whether under common law, statute, rule, regulation or otherwise),
<br /> requirements under permits issued with respect thereto,and other requirements of any
<br /> STLDO l-1202772-1
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