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(b) The 76 Assets are in compliance with applicable Environmental Laws and Permits, except where the failure to be in such compliance would not have a sienificant adverse effect on the operations of the 76 Assets as they have been operated on a historical basis. 3. Purchaser's Environmental Representations After Due Diligence. Based on Purchaser's inquiry and due diligence prior to the Closing, none of the representations made above by Seller is inaccurate. 4. Environmental Provisions. (a) Allocation Of Baseline Corrective Action Costs. Except as otherwise provided in this Agreement, Seller shall be responsible for Retained Environmental Liability and the cost of Corrective Action arising out of or related to the Baseline ("Baseline Corrective Action Costs"), and Purchaser shall be responsible for all other Corrective Action; provided, however, that Seller's obligation for Baseline Corrective Action Costs shall expire twenty-five (25) years after the Closing, except as to unpaid amounts of Baseline Corrective Action Costs invoiced to Seller for work performed prior to such expiration and except Baseline Corrective Action Costs for a discrete project begun prior to such expiration and to be completed within a reasonable and definite time period (but excluding costs associated with monitoring of environmental conditions and other ongoing non-remediation costs). Baseline Corrective Action Costs shall include costs incurred to prevent or abate migration of a pre-Closing Release at or from a 76 Assets to adjoining real property owned, leased or used by a third party. Notwithstanding the foregoing, Purchaser shall pay, during each calendar year, the first S7 million of Baseline Corrective Action Costs and forty percent (40%) of the amount of Baseline Corrective Action Costs (and Seller shall pay the remaining sixty percent (60%)) in excess of the $7 million, up to a lifetime aggregate of $200 million ("$200 Million Cap"). Upon and after the occurrence of a Change Event, Seller shall be charged annually with its allocated share of the Baseline Amortizing Amount in accordance with the allocation of responsibility for Baseline Corrective Action Costs provided in this Section 4(a). Purchaser shall be responsible for all Corrective Action costs in excess of the Baseline Amortizing Amount, and such costs shall not be included in the calculation of the $200 Million Cap. Only Purchaser's allocated share of the Baseline Amortizing Amount shall be included in the calculation of the $200 Million Cap. "Baseline Amortizing Amount" means the annual Baseline Corrective Action Costs with respect to a facility at which a Change Event has occurred, estimated in good faith using the Corrective Action Plan as a guideline and assuming that such Change Event had not occurred. "Change Event" means: (i) the closure of a 76 Asset site (other than a Retail Site); and/or (ii) the change in use of a 76 Asset (other than a Retail Site) to a use outside the petroleum/chemical industry. For purposes of this Section, closure means the termination of substantially all operations at a site which results in an acceleration of or additional Baseline Corrective Action from what is otherwise set forth in the Corrective Action Plan prior to the contemplation of closure of such site, or if no such Corrective Action Plan exists prior to such contemplation, Seller's existing plans for such site. 5,