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7.A. - Page 265 (4) on-site excavation oversight and monitoring exceeding ordinary and customary costs of excavation oversight and monitoring; (5) permits for disposal or discharge of soil and/or groundwater exceeding ordinary and customary costs of permits for disposal or discharge of soil and/or groundwater; (6) applications, notifications, and other instruments required by this Agreement, the Remediation Plan, by law, any Governmental Authorities or otherwise customary or commercially reasonable; (7) investigations to characterize on-site or off-site groundwater plumes; (8) clean-up, neutralization, immobilization, monitoring removal, remediation, laboratory analysis and/or mitigation of soil and/or groundwater; (9) any actions required by any Governmental Authorities and the payment of any costs, fees or charges assessed by any Governmental Authorities each as specifically attributable to the Remediation; (10) any third-party claims arising out of or resulting from the implementation of the Remediation Plan; and (11) any reasonable fees incurred by Buyer's environmental consultants, engineers, or attorneys arising out of or in connection with implementation of the Remediation Plan, provided that such fees shall not exceed 20% of the total actual hard costs of implementing the Remediation Plan (collectively the "Environmental Expenditures"). 3.2 Use of Funds for Environmental Expenditures. Buyer may, in its commercially reasonable judgment and discretion, incur or determine to incur Environmental Expenditures in compliance with the Remediation Plan, as may be amended. Buyer may secure funds for reimbursement of Environmental Expenditures from the Holdback Amount held in the Holdback Account pursuant to the stipulations and procedures set forth in Section 3 of this Agreement. 3.3 Holdback Claim. Buyer shall submit service provider, contractor and consultant invoices to Escrow Agent for payment, a copy of which shall be sent concurrently to Seller (a "Holdback Claim"). All Holdback Claims shall be delivered to Seller pursuant to Section 9 of this Agreement. Seller shall have five (5) Business Days from receipt of such invoice to object, in writing to Buyer and Escrow Agent, to the payment of such invoice by Escrow Agent (the "Obiection Notice"). If Seller shall not timely deliver such Objection Notice, on the sixth (6th) Business Day following receipt of such invoice, Buyer and Seller hereby irrevocably instruct Escrow Agent to release funds from the Holdback Amount directly to such service provider, contractor and/or consultant and to obtain a lien release with respect to such payment. If Seller disputes only a portion of a Holdback Claim, Seller's Objection Notice shall set forth with specificity the portion of the Holdback Claim in dispute (including the dollar amount), and the Buyer and Seller hereby irrevocably instruct the Escrow Agent to release the funds from Holdback Amount for the portion of the Holdback Claim that is not at issue. Seller acknowledges that its failure to timely provide its Obj ection Notice to Buyer shall result in a waiver of Seller's ability to 82483.00009\8062104. 8 4 ATTY/AGR/2013.118/BLOCK 2 HUNTER STORM REV: 07-19-13 PT