Agmt10 Schrader Leask Development, Inc.

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the Hazardous Materials Transportation Act (49 U.S.C. Section 1801, et seq.), and the Toxic Substance Control Act (15 U.S.C. Section 2601, et seq.), the California Hazardous Waste Control Law (California Health and Safety Code Section 25100, et seq.), the Porter - Cologne Water Quality Control Act (California Water Code Section 13000, et seq.), and the Safe Drinking Water and Toxic Enforcement Act of 1986 (California Health and Safety Code Section 25249.5, et seq.) and any other federal, state or local law. In connection with the matters referred to above in this Paragraph 13(d), Optionee on behalf of itself and its agents, successors and assigns, expressly waives all rights under Section 1542 of the Civil Code of the State of California ( "Section 1542 "), or any other federal or state statutory rights or rules, or principles of common law or equity, or those of any jurisdiction, government, or political subdivision thereof, similar to Section 1542 (hereinafter referred to as a "Similar Provision "). Thus, Optionee, its agents, successors and assigns, may not invoke the benefits of Section 1542 or any Similar Provision in order to prosecute or assert in any manner the matters referred to above. Section 1542 provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR." The preceding provisions of this Paragraph 13(d) shall not constitute a waiver of any conditions precedent to Optionee's obligations under this Agreement. In addition, notwithstanding anything in this Paragraph 13(d) or any other provision herein to the contrary, Optionee reserves all rights and claims that it may have under this Agreement or applicable law with respect to the following (collectively, "Reserved Claims "): (a) fraud, willful misconduct, or the criminal acts of Owner and its members, employees, agents, consultants and contractors (collectively, "Owner's Parties "); (b) claims based upon acts or omissions of Owner which occur after the Closing; (c) any claims relating to dealings between Optionee and any Owner Party on transactions or matters relating to other properties; (d) any claims for breach of the representations, warranties, covenants and other obligations expressly set forth in this Agreement; or (e) claims for breach of the representations, warranties, covenants and other obligations set forth in the Closing Documents. 14. Brokers. Owner shall pay a brokerage commission to Cassidy Turley /BT Commercial (the "Broker ") pursuant to a separate agreement between Owner and the Broker. Except for the Broker referred to in this Paragraph 14, each party represents to the other that it has not dealt with any other broker, agent, or finder for which a commission or fee is payable in connection with the transaction contemplated by this Agreement. Each party shall indemnify, defend, protect and hold harmless the other from any Claims arising from such party's breach of its representation contained in this paragraph. 15. Owner's Operating Covenants. p g (a) Contracts. Prior to the Closing, Owner shall terminate all Contracts, except for the Contracts that Owner agrees to assign to Optionee and that Optionee agrees to assume. Optionee shall notify Owner of those Contracts, if any, that Optionee wishes to assume within thirty (30) days after receipt of such Contracts. If Optionee fails to notify Owner of its Option Agreement 80 Chemical 10.01. 2010 v.7 19