Common use of Environmental Matters Clause in Contracts

Environmental Matters. INT'X.xxx and its Subsidiaries have complied in all material respects with all applicable federal, state and local laws (including, without limitation, case law, rules, regulations, orders, judgments, decrees, permits, licenses and governmental approvals) which are intended to protect the environment and/or human health or safety (collectively, "ENVIRONMENTAL LAWS"); neither INT'X.xxx nor any Subsidiary has handled, generated, used, stored, transported or disposed of any material, substance or waste which is regulated by Environmental Laws ("HAZARDOUS MATERIALS"), except for ordinary office and/or office-cleaning supplies, products, equipment, fluids and wastes customarily found, and in quantities customarily found, in a commercial office setting, which have been used in compliance with Environmental Laws; (iii) to the knowledge of INT'X.xxx and its Subsidiaries there is not now, nor has there ever been, any underground storage tank or asbestos on any real property owned, operated or leased by INT'X.xxx; (iv) INT'X.xxx has not conducted, nor is it aware of, any environmental investigations, studies, audits, tests, reviews or analyses, the purpose of which was to discover, identify, or otherwise characterize the condition of the soil, groundwater, air or the presence of Hazardous Materials at any real property owned, operated or leased by INT'X.xxx; and (v) to the knowledge of INT'X.xxx and its Subsidiaries there are no "Environmental Liabilities". For purposes of this Agreement, "ENVIRONMENTAL LIABILITIES" are any claims, demands, or liabilities under Environmental Laws which (i) arise out of or in any way relate to INT'X.xxx's or its Subsidiary's operations or activities, or any real property at any time owned, operated or leased by INT'X.xxx or a Subsidiary, or any stockholder's use or ownership thereof, whether vested or unvested, contingent or fixed, actual or potential, and (ii) arise from or relate to actions occurring (including any failure to act) or conditions existing on or before the Closing Date.

Environmental Matters. INT'X.xxx The representations and warranties contained in this Section 5.14 are the sole and exclusive representations and warranties of Seller pertaining or relating to any environmental, matters, including any arising under any Environmental Laws, Permits issued under Environmental Law, or Hazardous Materials. Except as set forth on Seller Schedule 5.14 hereto and except in each case as would not have a Material Adverse Effect: (a) the operation of the Business by Seller and each of its Subsidiaries have complied in all material respects with all applicable federal, state and local laws (including, without limitation, case law, rules, regulations, orders, judgments, decrees, permits, licenses and governmental approvals) which Affiliates are intended to protect the environment and/or human health or safety (collectively, "ENVIRONMENTAL LAWS"); neither INT'X.xxx nor any Subsidiary has handled, generated, used, stored, transported or disposed of any material, substance or waste which is regulated by Environmental Laws ("HAZARDOUS MATERIALS"), except for ordinary office and/or office-cleaning supplies, products, equipment, fluids and wastes customarily found, and in quantities customarily found, in a commercial office setting, which have been used in compliance with all Environmental Laws; , including the terms and conditions of all Permits issued pursuant to any Environmental Laws required for the operation of the Business as presently conducted; (b) Seller and each of its applicable Affiliates has obtained all Permits issued pursuant to Environmental Laws required for the operation of the Business as presently conducted; (c) neither Seller nor any of its applicable Affiliates is the subject of any outstanding Order with any Governmental Body respecting (i) a violation of Environmental Laws, (ii) Remedial Action or (iii) any Release or threatened Release of Hazardous Materials, in each case, relating to the knowledge operation of INT'X.xxx the Business; (d) neither Seller nor any of its applicable Affiliates has received any written Order or claim of any Person that remains unresolved and alleging that Seller or any of its Subsidiaries there is not now, nor has there ever beenmay be in violation of any Environmental Law, any underground storage tank or asbestos on any real property owned, operated or leased by INT'X.xxx; (iv) INT'X.xxx has not conducted, nor is it aware of, any environmental investigations, studies, audits, tests, reviews or analyses, the purpose of which was Permit issued pursuant to discover, identifyEnvironmental Law, or otherwise characterize may have any liability under any Environmental Law, in each case, relating to the condition operation of the soil, groundwater, air or the presence of Hazardous Materials at any real property owned, operated or leased by INT'X.xxx; and Business; (ve) to the knowledge Knowledge of INT'X.xxx and its Subsidiaries Seller, there has been no Release of any Hazardous Materials at, to, or from any of the Owned Property or Real Property Leases that has not been resolved to the satisfaction of the applicable Governmental Body; (f) there are no "pending or threatened Legal Proceedings of any nature alleging any violation of any Environmental Liabilities". For purposes Law with respect to or affecting the Businesses or the Purchased Assets; and (g) Except as disclosed on Schedule 5.14, to the Knowledge of this AgreementSeller, "ENVIRONMENTAL LIABILITIES" no Seller Property contains wetlands, vegetation, animal species or significant historic/archaeological sites which are subject to special regulations or limitations under any claims, demands, or liabilities under Environmental Laws which (i) arise out of or in any way relate to INT'X.xxx's or its Subsidiary's operations or activities, or any real property at any time owned, operated or leased by INT'X.xxx or a Subsidiary, or any stockholder's use or ownership thereof, whether vested or unvested, contingent or fixed, actual or potential, and (ii) arise from or relate to actions occurring (including any failure to act) or conditions existing on or before the Closing Dateapplicable Law.

Environmental Matters. INT'X.xxx Except for those matters that have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect: (a) The Parent and its Subsidiaries have complied in all material respects with all applicable federal, state and local laws (including, without limitation, case law, rules, regulations, orders, judgments, decrees, permits, licenses their respective operations and governmental approvals) which are intended to protect the environment and/or human health or safety (collectively, "ENVIRONMENTAL LAWS"); neither INT'X.xxx nor any Subsidiary has handled, generated, used, stored, transported or disposed of any material, substance or waste which is regulated by Environmental Laws ("HAZARDOUS MATERIALS"), except for ordinary office and/or office-cleaning supplies, products, equipment, fluids and wastes customarily foundassets are, and in quantities customarily foundsince the Applicable Date have been, in a commercial office setting, which have been used in compliance with Environmental Laws; , which compliance includes, and since the Applicable Date has included, obtaining, maintaining and complying with all Company Permits required under Environmental Laws for their respective businesses and operations as currently conducted, including current ownership or occupancy of any real property; (iiib) Neither the Parent nor any of its Subsidiaries is subject to any outstanding order, consent or other agreement with any Governmental Entity relating to alleged violations of, or liability arising under, Environmental Laws, and the knowledge of INT'X.xxx Parent and its Subsidiaries there (and their respective properties and operations) are not subject to any pending or, to the Company’s knowledge, threatened Proceedings under Environmental Laws; (c) Neither Parent nor any of its Subsidiaries has exposed any Person to, disposed of, arranged for or permitted the disposal of, transported or Released, or owned or operated any property or facility that is not now, nor or has there ever beenbeen contaminated by, any underground storage tank Hazardous Materials, in each case, in a manner or asbestos on under conditions giving rise to a current remedial liability or obligation of Parent or its Subsidiaries under Environmental Laws; (d) Neither Parent nor any real property owned, operated or leased by INT'X.xxx; (iv) INT'X.xxx of its Subsidiaries has not conducted, nor is it aware received any written notice asserting a violation of, or liability or obligation under, any environmental investigationsEnvironmental Laws, studiesincluding with respect to any Release of any Hazardous Materials at or from any property currently owned or operated by Parent, auditsby or in connection with Parent’s operations, testsor at or from any offsite location where Hazardous Materials from Parent’s or its Subsidiaries’ operations have been sent for treatment, reviews disposal, storage or analyseshandling, the purpose in each case that remains unresolved; and (e) Except for customary indemnities in standard service agreements, neither Parent nor any of which was to discoverits Subsidiaries has contractually assumed, identifyundertaken, provided an indemnity with respect to, or otherwise characterize become subject to, any liability of any other Person under any Environmental Law that remains outstanding. (f) The representations and warranties in Section 5.4 and this Section 5.17 represent the condition sole and exclusive representations and warranties of the soil, groundwater, air or the presence of Hazardous Materials at any real property owned, operated or leased by INT'X.xxx; and (v) to the knowledge of INT'X.xxx Parent and its Subsidiaries there are no "with respect to compliance with or liability under Environmental Liabilities". For purposes of this AgreementLaws, "ENVIRONMENTAL LIABILITIES" are any claims, demandsParent Permits issued thereunder, or liabilities under Environmental Laws which (i) arise out of or in any way relate with respect to INT'X.xxx's or its Subsidiary's operations or activities, or any real property at any time owned, operated or leased by INT'X.xxx or a Subsidiary, or any stockholder's use or ownership thereof, whether vested or unvested, contingent or fixed, actual or potential, and (ii) arise from or relate to actions occurring (including any failure to act) or conditions existing on or before the Closing DateHazardous Materials.

Environmental Matters. INT'X.xxx Except for those matters would not reasonably be expected to have a Parent Material Adverse Effect: (i) each of Parent and its Subsidiaries have complied is in all material respects compliance with all applicable federal, state Environmental Laws; (ii) each of Parent and local laws (including, without limitation, case law, rules, regulations, orders, judgments, decrees, permits, licenses its Subsidiaries has obtained or timely applied for all Environmental Permits necessary for their operations as currently conducted and governmental approvals) which are intended to protect the environment and/or human health or safety (collectively, "ENVIRONMENTAL LAWS"); neither INT'X.xxx nor any Subsidiary has handled, generated, used, stored, transported or disposed of any material, substance or waste which is regulated by Environmental Laws ("HAZARDOUS MATERIALS"), except for ordinary office and/or office-cleaning supplies, products, equipment, fluids and wastes customarily found, and in quantities customarily found, in a commercial office setting, which have been used in compliance with any Environmental LawsPermits; (iii) to the knowledge Knowledge of INT'X.xxx and its Subsidiaries Parent, there is not nowhave been no Releases or threatened Releases of any Hazardous Substance at, nor has there ever beenon, any underground storage tank under or asbestos on from any real property currently or formerly owned, leased or operated by Parent or leased by INT'X.xxxits Subsidiaries, except for any such Release or threatened Release that is not reasonably likely to require any investigation and/or remediation under any Environmental Law; (iv) INT'X.xxx has not conductedthere is no Environmental Claim pending, nor and, to the Knowledge of Parent, there is it aware of, any environmental investigations, studies, audits, tests, reviews or analyses, the purpose of which was to discover, identifyno Environmental Claim threatened, or otherwise characterize Environmental Circumstance pending or threatened, against Parent or any of its Subsidiaries or, to the condition Knowledge of the soilParent, groundwater, air or the presence of Hazardous Materials at against (x) any real property currently or formerly owned, leased or operated by Parent or leased its Subsidiaries or (y) any person or entity whose liability for such Environmental Claim or Environmental Circumstance has been retained or assumed either contractually or by INT'X.xxxoperation of law by Parent or any of its Subsidiaries; and (v) to the knowledge Knowledge of INT'X.xxx and Parent, neither Parent nor any of its Subsidiaries there are no "Environmental Liabilities". For purposes has received any written notice, demand, letter, claim or request for information alleging that Parent or any of this Agreement, "ENVIRONMENTAL LIABILITIES" are any claims, demands, or liabilities under Environmental Laws which (i) arise out its Subsidiaries may be in violation of or in liable under any way relate to INT'X.xxx's or its Subsidiary's operations or activities, or any real property at any time owned, operated or leased by INT'X.xxx or a Subsidiary, or any stockholder's use or ownership thereof, whether vested or unvested, contingent or fixed, actual or potential, Environmental Law; and (iivi) arise from neither Parent nor any of its Subsidiaries is subject to any orders, decrees or relate injunctions issued by any Governmental Entity or is subject to actions occurring (including any failure to act) indemnity or conditions existing on or before the Closing Dateother agreement with any third party imposing liability under any Environmental Law.

Environmental Matters. INT'X.xxx (a) Seller has delivered, or caused to be delivered or made available to Buyer, true and complete copies of, all environmental site assessments, test results, analytical data, boring logs, permits for storm water, wetlands fill, or other environmental permits for construction of any building, parking lot or other improvement, and other environmental reports and studies in the possession of any Seller Entity relating to its Participating Facilities and Operating Properties. To Seller’s Knowledge, there are no material violations of Environmental Laws on properties that secure loans made by Seller or Bank. (b) To Seller’s Knowledge, each Seller Entity, its Participation Facilities, and its Subsidiaries Operating Properties are, and have complied been, in all material respects compliance with all applicable federal, state and local laws (including, without limitation, case law, rules, regulations, orders, judgments, decrees, permits, licenses and governmental approvals) which are intended to protect the environment and/or human health or safety (collectively, "ENVIRONMENTAL LAWS"); neither INT'X.xxx nor any Subsidiary has handled, generated, used, stored, transported or disposed of any material, substance or waste which is regulated by Environmental Laws ("HAZARDOUS MATERIALS")Laws, except for ordinary office and/or office-cleaning suppliesviolations which are not reasonably likely to have, productsindividually or in the aggregate, equipmenta Seller Material Adverse Effect. (c) There is no Litigation pending, fluids and wastes customarily foundor to Seller’s Knowledge, and no environmental enforcement action, investigation, or litigation threatened before any Governmental Authority or other forum in quantities customarily foundwhich any Seller Entity or any of its Operating Properties or Participation Facilities (or Seller in respect of such Operating Property or Participation Facility) has been or, with respect to threatened Litigation, may be named as a defendant (i) for alleged noncompliance (including by any predecessor) with or Liability under any Environmental Law or (ii) relating to the release, discharge, spillage, or disposal into the environment of any Hazardous Material, whether or not occurring at, on, under, adjacent to, or affecting (or potentially affecting) a site currently or formerly owned, leased, or operated by any Seller Entity or any of its Operating Properties or Participation Facilities. (d) During the period of (i) any Seller Entity’s ownership or operation of any of their respective current properties, (ii) any Seller Entity’s participation in a commercial office settingthe management of any Participation Facility, which have been used in compliance with Environmental Laws; or (iii) any Seller Entity’s holding of a security interest in any Operating Property, there have been no releases, discharges, spillages, or disposals of Hazardous Material in, on, under, adjacent to, or affecting (or potentially affecting) such properties. Prior to the knowledge period of INT'X.xxx and its Subsidiaries there is not now, nor has there ever been, any underground storage tank or asbestos on any real property owned, operated or leased by INT'X.xxx; (iv) INT'X.xxx has not conducted, nor is it aware of, any environmental investigations, studies, audits, tests, reviews or analyses, the purpose of which was to discover, identify, or otherwise characterize the condition of the soil, groundwater, air or the presence of Hazardous Materials at any real property owned, operated or leased by INT'X.xxx; and (v) to the knowledge of INT'X.xxx and its Subsidiaries there are no "Environmental Liabilities". For purposes of this Agreement, "ENVIRONMENTAL LIABILITIES" are any claims, demands, or liabilities under Environmental Laws which (i) arise out any Seller Entity’s ownership or operation of or in any way relate to INT'X.xxx's or its Subsidiary's operations or activitiesof their respective current properties, or any real property at any time owned, operated or leased by INT'X.xxx or a Subsidiary, or any stockholder's use or ownership thereof, whether vested or unvested, contingent or fixed, actual or potential, and (ii) arise from any Seller Entity’s participation in the management of any Participation Facility, or relate (iii) any Seller Entity’s holding of a security interest in any Operating Property, to actions occurring Seller’s Knowledge, there were no releases, discharges, spillages, or disposals of Hazardous Material in, on, under, or affecting any such property, Participation Facility or Operating Property. During and prior to the period of (i) Seller Entity’s ownership or operation of any of their respective current properties, (ii) any Seller Entity’s participation in the management of any Participation Facility, or (iii) any Seller Entity’s holding of a security interest in any Operating Property, there have been no violations of any Environmental Laws, including any failure but not limited to act) or conditions existing on or before the Closing Dateunauthorized alterations of wetlands.

Environmental Matters. INT'X.xxx (a) To the Knowledge of Parent, each of Parent and the Parent Subsidiaries, its Participation Facilities, and its Subsidiaries Operating Properties are, and have complied been, in all material respects compliance with all applicable federal, state and local laws (including, without limitation, case law, rules, regulations, orders, judgments, decrees, permits, licenses and governmental approvals) which are intended to protect the environment and/or human health or safety (collectively, "ENVIRONMENTAL LAWS"); neither INT'X.xxx nor any Subsidiary has handled, generated, used, stored, transported or disposed of any material, substance or waste which is regulated by Environmental Laws ("HAZARDOUS MATERIALS")Laws, except for ordinary office and/or office-cleaning suppliesviolations which are not reasonably likely to have, productsindividually or in the aggregate, equipmenta Material Adverse Effect on Parent. (b) To the Knowledge of Parent, fluids and wastes customarily foundthere is no Litigation pending or threatened before any court, and governmental agency, or authority or other forum in quantities customarily foundwhich Parent or any of the Parent Subsidiaries or any of their respective Operating Properties or Participation Facilities (or Parent in respect of such Operating Property or Participation Facility) has been or, with respect to threatened Litigation, may be named as a defendant (i) for alleged noncompliance (including by any predecessor) with any Environmental Law or (ii) relating to the release into the environment of any Hazardous Material, whether or not occurring at, on, under, adjacent to, or affecting (or potentially affecting) a site owned, leased, or operated by Parent or any of the Parent Subsidiaries or any of their respective Operating Properties or Participation Facilities, except for such Litigation pending or threatened that is not reasonably likely to have, individually or in the aggregate, a commercial office settingMaterial Adverse Effect on Parent, which have been used in compliance with Environmental Laws; (iii) nor, to the knowledge of INT'X.xxx and its Subsidiaries Parent, is there is not now, nor has there ever been, any underground storage tank or asbestos on reasonable basis for any real property owned, operated or leased by INT'X.xxx; Litigation of a type described in this sentence. (ivc) INT'X.xxx has not conducted, nor is it aware of, any environmental investigations, studies, audits, tests, reviews or analyses, During the purpose period of which was to discover, identify, or otherwise characterize the condition of the soil, groundwater, air or the presence of Hazardous Materials at any real property owned, operated or leased by INT'X.xxx; and (v) to the knowledge of INT'X.xxx and its Subsidiaries there are no "Environmental Liabilities". For purposes of this Agreement, "ENVIRONMENTAL LIABILITIES" are any claims, demands, or liabilities under Environmental Laws which (i) arise out of or in any way relate to INT'X.xxxParent's or its Subsidiary's operations any of the Parent Subsidiaries' ownership or activitiesoperation of any of their respective current properties, or any real property at any time owned, operated or leased by INT'X.xxx or a Subsidiary, or any stockholder's use or ownership thereof, whether vested or unvested, contingent or fixed, actual or potential, and (ii) arise from any Parent's or relate any of the Parent Subsidiaries' participation in the management of any Participation Facility, or (iii) Parent's or any of the Parent Subsidiaries' holding of a security interest in an Operating Property, to actions occurring the Knowledge of Parent, there have been no releases of Hazardous Material in, on, under, adjacent to, or affecting (including or potentially affecting) such properties, except such as are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on Parent. Prior to the period of (i) Parent's or any failure of Parent Subsidiaries' ownership or operation of any of their respective current properties, (ii) Parent's or any of Parent Subsidiaries' participation in the management of any Participation Facility, or (iii) Parent or any of Parent Subsidiaries' holding of a security interest in an Operating Property, to act) the Knowledge of Parent, there were no releases of Hazardous Material in, on, under, or conditions existing affecting any such property, Participation Facility or Operating Property, except such as are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on or before the Closing DateParent.

Environmental Matters. INT'X.xxx Except for those matters that have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect: (a) Parent and its Subsidiaries have complied in all material respects with all applicable federal, state and local laws (including, without limitation, case law, rules, regulations, orders, judgments, decrees, permits, licenses their respective operations and governmental approvals) which are intended to protect the environment and/or human health or safety (collectively, "ENVIRONMENTAL LAWS"); neither INT'X.xxx nor any Subsidiary has handled, generated, used, stored, transported or disposed of any material, substance or waste which is regulated by Environmental Laws ("HAZARDOUS MATERIALS"), except for ordinary office and/or office-cleaning supplies, products, equipment, fluids and wastes customarily foundassets are, and in quantities customarily foundsince the Applicable Date have been, in a commercial office setting, which have been used in compliance with Environmental Laws; , which compliance includes, and since the Applicable Date has included, obtaining, maintaining and complying with all Parent Permits required under Environmental Laws for their respective operations and occupancy of any real property; (iiib) to the knowledge of INT'X.xxx Parent and its Subsidiaries (and their respective properties and operations) are not subject to any pending or, to Parent’s knowledge, threatened Proceedings under Environmental Laws; (c) there is not nowhas been no exposure of any Person to, nor has there ever been, any underground storage tank or asbestos on any real property owned, operated or leased by INT'X.xxx; (iv) INT'X.xxx has not conducted, nor is it aware of, any environmental investigations, studies, audits, tests, reviews or analyses, the purpose of which was to discover, identify, or otherwise characterize the condition of the soil, groundwater, air or the presence Release of Hazardous Materials at any real property ownedcurrently owned or operated (or to Parent’s knowledge, formerly owned or operated) by Parent or any of its Subsidiaries, in each case, which has resulted in liability to Parent or its Subsidiaries under Environmental Laws, and, since the Applicable Date, neither Parent nor any of its Subsidiaries has received any written notice asserting a violation of, or liability or obligation under, any Environmental Laws with respect to any Release of any Hazardous Materials at or from any property currently owned or operated by Parent, by or leased by INT'X.xxxin connection with Parent’s operations, or at or from any offsite location where Hazardous Materials from Parent’s or its Subsidiaries’ operations have been sent for treatment, disposal, storage or handling, in each case that remains unresolved; (d) except for customary indemnities in standard service agreements, neither Parent nor any of its Subsidiaries has assumed, undertaken, provided an indemnity with respect to, or otherwise become subject to, any liability of any other Person under any Environmental Law; and and (ve) Parent has made available to the knowledge Company true and complete copies of INT'X.xxx and its Subsidiaries there are no "Environmental Liabilities". For purposes of this Agreementany environmental site assessments, "ENVIRONMENTAL LIABILITIES" are any claimsinvestigations, demandsaudit report, or liabilities similar documentation in its possession, custody or control relating to the Parent Parties’ compliance with or liability under Environmental Laws which (i) arise out of or in any way relate to INT'X.xxx's or its Subsidiary's operations or activitiesLaws, or any real property at any time owned, operated or leased by INT'X.xxx or a Subsidiary, or any stockholder's use or ownership thereof, whether vested or unvested, contingent or fixed, actual or potential, and (ii) arise from or relate otherwise with respect to actions occurring (including any failure to act) or conditions existing on or before the Closing Dateenvironmental condition of their properties.

Environmental Matters. INT'X.xxx Except as disclosed in the Parent Reports --------------------- and except for such instances as would not, individually or in the aggregate, be reasonably likely to have a Parent Material Adverse Effect: (i) the properties currently owned or operated by Parent and its Subsidiaries are in compliance with all applicable Environmental Laws; (ii) the properties currently owned or operated by Parent or any of its Subsidiaries are not the subject of any pending or, to the knowledge of the executive officers of the Parent, threatened investigation or notice from any Governmental Entity alleging the violation of any applicable Environmental Law; (iii) Parent and its Subsidiaries have complied in all material respects with all applicable federal, state and local laws (including, without limitation, case law, rules, regulations, orders, judgments, decrees, permits, licenses and governmental approvals) which are intended to protect not received any notice of violation concerning the environment and/or human health or safety (collectively, "ENVIRONMENTAL LAWS"); neither INT'X.xxx nor any Subsidiary operation of the business that has handled, generated, used, stored, transported or disposed of any material, substance or waste which is regulated by Environmental Laws ("HAZARDOUS MATERIALS"), except for ordinary office and/or office-cleaning supplies, products, equipment, fluids and wastes customarily found, and in quantities customarily found, in a commercial office setting, which have not been used in compliance with Environmental Laws; (iii) to the knowledge of INT'X.xxx and its Subsidiaries there is not now, nor has there ever been, any underground storage tank or asbestos on any real property owned, operated or leased by INT'X.xxxresolved; (iv) INT'X.xxx has not conductedneither Parent nor any Subsidiary is currently subject to any court order, nor is it aware of, administrative order or consent decree in connection with any environmental investigations, studies, audits, tests, reviews or analyses, the purpose of which was to discover, identify, or otherwise characterize the condition of the soil, groundwater, air or the presence of Hazardous Materials at any real property owned, operated or leased by INT'X.xxxEnvironmental Law; and (v) to the knowledge of INT'X.xxx the executive officers of Parent, the properties currently owned or operated by Parent or any of its Subsidiaries have not been used for the disposal of Hazardous Substances; (vi) to the knowledge of the executive officers of Parent, the properties currently owned or operated by Parent and its Subsidiaries have not had any emissions or discharges of any Hazardous Substances except as permitted under applicable Environmental Laws; (vii) the properties currently owned or operated by Parent or any of its Subsidiaries possess all material permits, licenses, authorizations and approvals required under applicable Environmental Laws with respect to the present conduct of the business; and (viii) there are no "Environmental Liabilities". For purposes of this Agreement, "ENVIRONMENTAL LIABILITIES" are any claims, demands, or liabilities under Environmental Laws which (i) arise out of or in any way relate circumstances that would reasonably be expected to INT'X.xxx's or its Subsidiary's operations or activities, subject Parent or any real property of its Subsidiaries to liability under any Environmental Law for the assessment, cleanup, response or removal of any Hazardous Substance at any time owned, operated or leased by INT'X.xxx or a Subsidiary, or any stockholder's use or ownership thereof, whether vested or unvested, contingent or fixed, actual or potential, and (ii) arise from or relate to actions occurring (including any failure to act) or conditions existing on or before the Closing Datelocation.

Environmental Matters. INT'X.xxx (a) With respect to CNYF and each of its Subsidiaries, and except as set forth in CNYF DISCLOSURE SCHEDULE 3.14: (i) Each of CNYF and its Subsidiaries, the Participation Facilities, and, to CNYF's knowledge, the Loan Properties are, and have been, in substantial compliance with, and are not liable under, any Environmental Laws; (ii) There is no suit, claim, action, demand, executive or administrative order, directive, investigation or proceeding pending or, to CNYF's knowledge, threatened, before any court, governmental agency or board or other forum against it or any of its Subsidiaries have complied or any Participation Facility (x) for alleged noncompliance (including by any predecessor) with, or liability under, any Environmental Law or (y) relating to the presence of or release (as defined herein) into the environment of any Hazardous Material (as defined herein), whether or not occurring at or on a site owned, leased or operated by it or any of its Subsidiaries or any Participation Facility; (iii) There is no suit, claim, action, demand, executive or administrative order, directive, investigation or proceeding pending or, to CNYF's knowledge threatened, before any court, governmental agency or board or other forum relating to or against any Loan Property (or CNYF or any of its Subsidiaries in all material respects with all applicable federalrespect of such Loan Property) (x) relating to alleged noncompliance (including by any predecessor) with, state and local laws or liability under, any Environmental Law or (y) relating to the presence of or release into the environment of any Hazardous Material, whether or not occurring at or on a site owned, leased or operated by a Loan Property; (iv) To CNYF's knowledge, the properties currently owned or operated by CNYF or any of its Subsidiaries (including, without limitation, case lawsoil, rulesgroundwater or surface water on, regulationsunder or adjacent to the properties, orders, judgments, decrees, permits, licenses and governmental approvalsbuildings thereon) which are intended to protect the environment and/or human health or safety not contaminated with and do not otherwise contain any Hazardous Material other than as permitted under applicable Environmental Law; (collectively, "ENVIRONMENTAL LAWS"); neither INT'X.xxx v) Neither CNYF nor any Subsidiary of its Subsidiaries has handledreceived any notice, generateddemand letter, usedexecutive or administrative order, storeddirective or request for information from any federal, transported state, local or disposed foreign governmental entity or any third party indicating that it may be in violation of, or liable under, any Environmental Law; (vi) To CNYF's knowledge, there are no underground storage tanks on, in or under any properties owned or operated by CNYF or any of its Subsidiaries or any Participation Facility, and no underground storage tanks have been closed or removed from any properties owned or operated by CNYF or any of its Subsidiaries or any Participation Facility; and (vii) To CNYF's knowledge, during the period of (s) CNYF's or any of its Subsidiaries' ownership or operation of any materialof their respective current properties or (t) CNYF's or any of its Subsidiaries' participation in the management of any Participation Facility, substance there has been no contamination by or waste which is regulated by Environmental Laws ("HAZARDOUS MATERIALS"), except for ordinary office and/or office-cleaning supplies, products, equipment, fluids and wastes customarily found, and in quantities customarily found, in a commercial office setting, which have been used in compliance with Environmental Laws; (iii) to the knowledge of INT'X.xxx and its Subsidiaries there is not now, nor has there ever been, any underground storage tank or asbestos on any real property owned, operated or leased by INT'X.xxx; (iv) INT'X.xxx has not conducted, nor is it aware of, any environmental investigations, studies, audits, tests, reviews or analyses, the purpose of which was to discover, identify, or otherwise characterize the condition of the soil, groundwater, air or the presence release of Hazardous Materials at any real property ownedin, operated on, under or leased by INT'X.xxx; and (v) affecting such properties. To CNYF's knowledge, prior to the knowledge period of INT'X.xxx and its Subsidiaries there are no "Environmental Liabilities". For purposes of this Agreement, "ENVIRONMENTAL LIABILITIES" are any claims, demands, or liabilities under Environmental Laws which (ix) arise out of or in any way relate to INT'X.xxxCNYF's or any of its SubsidiarySubsidiaries' ownership or operation of any of their respective current properties or (y) CNYF's operations or activities, or any real property at of its Subsidiaries' participation in the management of any time ownedParticipation Facility, operated there was no contamination by or leased by INT'X.xxx release of Hazardous Material in, on, under or a Subsidiary, or any stockholder's use or ownership thereof, whether vested or unvested, contingent or fixed, actual or potential, and (ii) arise from or relate to actions occurring (including any failure to act) or conditions existing on or before the Closing Dateaffecting such properties.

Environmental Matters. INT'X.xxx Except as described on Section 3.13 of the Parent Disclosure Schedule, and except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (i) Parent and each of its Subsidiaries complies and have complied in complied, during all material respects applicable statute of limitations periods, with all applicable federalEnvironmental Laws, state and local laws possess and comply, and have possessed and complied during all applicable statute of limitations periods, with all Environmental Permits; (includingii) there are and have been no Materials of Environmental Concern or other conditions at any property owned, operated, or otherwise used by Parent now or in the past, or at any other location (including without limitationlimitation any facility to which Materials of Environmental Concern from Parent or any of its Subsidiaries), case lawthat are in circumstances that could reasonably be expected to give rise to any liability of Parent or any of its Subsidiaries, rules, regulations, orders, judgments, decrees, permits, licenses and governmental approvals) which are intended or result in costs to protect the environment and/or human health Parent or safety (collectively, "ENVIRONMENTAL LAWS"); neither INT'X.xxx nor any Subsidiary has handled, generated, used, stored, transported or disposed of its Subsidiaries arising out of any material, substance or waste which is regulated by Environmental Laws ("HAZARDOUS MATERIALS"), except for ordinary office and/or office-cleaning supplies, products, equipment, fluids and wastes customarily found, and in quantities customarily found, in a commercial office setting, which have been used in compliance with Environmental LawsLaw; (iii) no Litigation (including any notice of violation or alleged violation), under any Environmental Law or with respect to any Materials of Environmental Concern to which Parent or any of its Subsidiaries is, or to the knowledge Knowledge of INT'X.xxx and Parent will be, named as a party, or affecting their business, is pending or, to the Knowledge of Parent, threatened; nor is Parent or any of its Subsidiaries there is not now, nor has there ever been, the subject of any underground storage tank investigation or asbestos on the recipient of any real property owned, operated request for information in connection with any such Litigation or leased by INT'X.xxxpotential Litigation; (iv) INT'X.xxx has not conducted, nor there are no Orders or agreements under any Environmental Law or with respect to any Materials of Environmental Concern to which Parent or any of its Subsidiaries is it aware of, any environmental investigations, studies, audits, tests, reviews a party or analyses, the purpose of which was to discover, identify, or otherwise characterize the condition of the soil, groundwater, air or the presence of Hazardous Materials at any real property owned, operated or leased by INT'X.xxxaffecting their business; and (v) to the knowledge Knowledge of INT'X.xxx and its Subsidiaries Parent, there are no "Environmental Liabilities". For purposes of this Agreementevents, "ENVIRONMENTAL LIABILITIES" are any claimsconditions, demandscircumstances, practices, plans, or liabilities under Environmental Laws which legal requirements (i) arise out of in effect or in any way relate reasonably anticipated), that could be expected to INT'X.xxx's or its Subsidiary's operations or activitiesprevent Parent from, or any real property at any time owned, operated or leased by INT'X.xxx or a Subsidiarymaterially increase the burden on Parent of: (A) complying with applicable Environmental Laws, or (B) obtaining, renewing, or complying with all Environmental Permits; and (vi) to the Knowledge of Parent, each of the foregoing representations and warranties is true and correct with respect to any stockholder's use entity for which Parent or ownership thereofany of its Subsidiaries has assumed or retained liability, whether vested by Contract or unvested, contingent or fixed, actual or potential, and (ii) arise from or relate to actions occurring (including any failure to act) or conditions existing on or before the Closing Dateoperation of Law.

Environmental Matters. INT'X.xxx Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect: (i) each of Parent and its Subsidiaries have complied is and has been in all material respects compliance with all applicable federalEnvironmental Laws, state which compliance includes obtaining, maintaining and local laws (including, without limitation, case law, rules, regulations, orders, judgments, decrees, permits, licenses and governmental approvals) which are intended complying with all Parent Permits required to protect the environment and/or human health or safety (collectively, "ENVIRONMENTAL LAWS"); neither INT'X.xxx nor any Subsidiary has handled, generated, used, stored, transported or disposed of any material, substance or waste which is regulated by be obtained pursuant to Environmental Laws ("HAZARDOUS MATERIALS"“Environmental Permits”); (ii) all Environmental Permits are in full force and effect and, except where applicable, applications for ordinary office and/or office-cleaning supplies, products, equipment, fluids and wastes customarily found, and in quantities customarily found, in a commercial office setting, which renewal or amendment thereof have been used timely filed; (iii) no suspension or cancellation of any Environmental Permit is pending or threatened in compliance with writing; (iv) there has been no release of any Hazardous Substance by Parent or any of its Subsidiaries or any other Person in any manner that would reasonably be expected to give rise to Parent or any of its Subsidiaries incurring any liability, remedial obligation, or corrective action requirement under applicable Environmental Laws; (iiiv) to the knowledge there are no Actions pending or threatened in writing against Parent or any of INT'X.xxx and its Subsidiaries there is not now, nor has there ever been, any underground storage tank or asbestos on involving any real property currently or formerly owned, operated or leased by INT'X.xxx; (iv) INT'X.xxx has not conductedor for Parent or any of its Subsidiaries alleging noncompliance with, nor is it aware ofor liability under, any environmental investigations, studies, audits, tests, reviews or analyses, the purpose of which was to discover, identify, or otherwise characterize the condition of the soil, groundwater, air or the presence of Hazardous Materials at any real property owned, operated or leased by INT'X.xxxEnvironmental Law; and (vvi) to the knowledge no Hazardous Substance has been disposed of, released or transported in violation of INT'X.xxx and any applicable Environmental Law, from any properties while owned or operated by Parent or any of its Subsidiaries there are no "Environmental Liabilities". For purposes or as a result of this Agreement, "ENVIRONMENTAL LIABILITIES" are any claims, demands, or liabilities under Environmental Laws which (i) arise out of or in any way relate to INT'X.xxx's or its Subsidiary's operations or activities, activities of Parent or any real property at any time owned, operated or leased by INT'X.xxx or a Subsidiary, or any stockholder's use or ownership thereof, whether vested or unvested, contingent or fixed, actual or potential, and (ii) arise from or relate to actions occurring (including any failure to act) or conditions existing on or before the Closing Dateof its Subsidiaries.

Environmental Matters. INT'X.xxx Except as set forth on Schedule 3(k), (i) CRA and its Subsidiaries have complied and are in all material respects compliance with all applicable federalEnvironmental Laws, state (ii) without limiting the generality of the foregoing, CRA and local laws its Subsidiaries have obtained and complied with, and are in compliance with, all permits, licenses and other authorizations that may be required pursuant to Environmental Laws for the occupation of their respective facilities and the operation of their respective business, and a list of all such permits, licenses and other authorizations is set forth on Schedule 3(k), (iii) the real property currently owned or operated by CRA or any of its Subsidiaries (including, without limitation, case lawsoil, rulesgroundwater or surface water on or under the properties and buildings thereon) (the "AFFECTED PROPERTY") does not contain any Regulated Substance, regulations, orders, judgments, decrees, permits, licenses and governmental approvals(iv) which are intended to protect the environment and/or human health or safety (collectively, "ENVIRONMENTAL LAWS"); neither INT'X.xxx CRA nor any Subsidiary of its Subsidiaries has handledreceived any written or oral notice that CRA or any of its Subsidiaries may be liable under or in violation of the Comprehensive Environmental Response, generatedCompensation and Control Act, used42 U.S.C. ss. 9601, ET SEQ. or any other Environmental Laws in connection with any operations of, or waste disposal by, CRA or any of its Subsidiaries, (v) neither CRA nor any of its Subsidiaries has treated, stored, transported disposed of, arranged for or disposed permitted the disposal of, transported, handled, or released any substance, including without limitation any Regulated Substance, or owned or operated any property or facility (and no such property or facility is contaminated by any such substance) in a manner that has given or could give rise to liabilities, or investigatory, corrective or remedial obligations of CRA or any materialof its Subsidiaries under Environmental Laws, substance including without limitation, any liability or waste which is regulated by obligation for response costs, corrective action costs, personal injury, property damage, natural resources damages or attorneys' fees, pursuant to the Comprehensive Environmental Laws ("HAZARDOUS MATERIALS")Response, except for ordinary office and/or office-cleaning supplies, products, equipment, fluids and wastes customarily foundCompensation, and in quantities customarily foundLiability Act, in a commercial office setting, which have been used in compliance with Environmental Laws; (iii) to the knowledge of INT'X.xxx and its Subsidiaries there is not now, nor has there ever been, any underground storage tank or asbestos on any real property owned, operated or leased by INT'X.xxx; (iv) INT'X.xxx has not conducted, nor is it aware of, any environmental investigations, studies, audits, tests, reviews or analyses, the purpose of which was to discover, identifyas amended, or otherwise characterize the condition of the soilSolid Waste Disposal Act, groundwater, air or the presence of Hazardous Materials at any real property owned, operated or leased by INT'X.xxx; and (v) to the knowledge of INT'X.xxx and its Subsidiaries there are no "Environmental Liabilities". For purposes of this Agreement, "ENVIRONMENTAL LIABILITIES" are any claims, demands, or liabilities under Environmental Laws which (i) arise out of or in any way relate to INT'X.xxx's or its Subsidiary's operations or activitiesas amended, or any real property at other Environmental Laws, (vi) CRA, its Subsidiaries and the Affected Property are not presently subject to a suit or judgment arising under any time owned, operated or leased by INT'X.xxx or a Subsidiary, or any stockholder's use or ownership thereof, whether vested or unvested, contingent or fixed, actual or potentialEnvironmental Law, and (iivii) arise from all documents filed by or relate on behalf of CRA or any of its Subsidiaries with any governmental authority pursuant to actions occurring (including any failure Environmental Law in connection with the transactions contemplated hereby were true, correct and complete in all material respects and did not omit to act) state any material fact required to be stated therein or conditions existing on or before necessary to make the Closing Datestatements therein not misleading.

Environmental Matters. INT'X.xxx Except as disclosed on Schedule 3.10 hereto, or as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (a) each DevCo and its Subsidiaries have complied in all material respects with all applicable federalAssets, state operations and local laws (including, without limitation, case law, rules, regulations, orders, judgments, decrees, permits, licenses and governmental approvals) which business are intended to protect the environment and/or human health or safety (collectively, "ENVIRONMENTAL LAWS"); neither INT'X.xxx nor any Subsidiary has handled, generated, used, stored, transported or disposed of any material, substance or waste which is regulated by Environmental Laws ("HAZARDOUS MATERIALS"), except for ordinary office and/or office-cleaning supplies, products, equipment, fluids and wastes customarily found, and in quantities customarily found, in a commercial office setting, which have been used in compliance with Environmental Laws; , which compliance includes the timely application for, or possession and maintenance of and, to the extent received, compliance with, all material permits, permit exemptions, licenses or similar authorizations required under all Environmental Laws; (iiib) to OMS Holdings’ Knowledge, no circumstances exist with respect to either DevCo or their respective Assets, operations or business that give rise to an obligation by such DevCo or its operators to investigate or remediate the knowledge of INT'X.xxx and its Subsidiaries there is not nowpresence, nor has there ever beenon-site or offsite, any underground storage tank or asbestos on any real property owned, operated or leased by INT'X.xxx; (iv) INT'X.xxx has not conducted, nor is it aware of, any environmental investigations, studies, audits, tests, reviews or analyses, the purpose of which was to discover, identify, or otherwise characterize the condition of the soil, groundwater, air or the presence of Hazardous Materials at under any real property ownedEnvironmental Laws; (c) neither DevCo has received any written communication from a Governmental Authority that remains unresolved alleging that it may be in violation of any Environmental Law or any permit, operated permit exemption, license or leased similar authorizations issued pursuant to Environmental Law; (d) neither DevCo nor its Assets, operations or business are subject to any pending or, to OMS Holdings’ Knowledge, threatened claim, action, suit, investigation or proceeding under any Environmental Law (including designation as a potentially responsible party under CERCLA or any analogous state law); (e) all permits, permit exemptions, licenses or similar authorizations, if any, required to be obtained by INT'X.xxxeither DevCo under any Environmental Law in connection with its Assets, operations and business have been timely applied for or duly obtained, are valid and currently in effect, and each DevCo and its Assets, operations and business are in compliance with such received permits, permit exemptions, licenses or authorizations; (f) there has been no Release of any Hazardous Material into the environment by either DevCo, or their respective Assets, operations or business, except in compliance with Environmental Law; and and (vg) neither DevCo or their Assets is the subject of any outstanding administrative or judicial order or judgment, consent agreement or arbitration award from a Governmental Authority under any Environmental Law that requires remediation or the payment of a fine or penalty. Notwithstanding any other provision of this Article III to the knowledge contrary, this Section 3.10 contains the sole and exclusive representations and warranties of INT'X.xxx OMS Holdings and its Subsidiaries there are no "Environmental Liabilities". For purposes of this Agreement, "ENVIRONMENTAL LIABILITIES" are any claims, demands, or liabilities OMS with respect to matters arising under Environmental Laws which (i) arise out of or in any way relate to INT'X.xxx's or its Subsidiary's operations or activitiesLaw, or any real property at any time owned, operated or leased by INT'X.xxx or a Subsidiary, or any stockholder's use or ownership thereof, whether vested or unvested, contingent or fixed, actual or potential, and (ii) arise from or relate to actions occurring (including any failure to act) or conditions existing on or before the Closing DateHazardous Materials.

Environmental Matters. INT'X.xxx Except as reflected in the Parent Financial Statements, and except for any such matter that would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect: (a) Each of Parent and any of its Subsidiaries have complied and their respective assets, real properties and operations are in all material respects compliance with all applicable federalEnvironmental Laws and Environmental Permits; (b) All Environmental Permits for conducting the respective businesses and operations of each of Parent and any of its Subsidiaries as they are currently being conducted have been obtained and are currently in full force and effect, and, since January 1, 2012, none of Parent or any of its Subsidiaries has received any notice that any such existing Environmental Permit will be revoked or any pending application for any new Environmental Permit or renewal of any existing Environmental Permit will be protested or denied; (c) Since January 1, 2012, neither Parent nor any of its Subsidiaries has received any written notice from any Governmental Authority alleging any such Person’s violation of or liability under any Environmental Law (including liability as a potentially responsible party under CERCLA or any analogous state Laws) or any Environmental Permit, with respect to the Parent’s assets, real properties (whether owned or leased) and local laws operations that remains pending or unresolved and there are no facts, conditions or occurrences Known to the Parent that would reasonably be expected to result in the receipt of such notice; (includingd) There are no actions, without limitationsuits, case lawproceedings (including civil, rulescriminal, regulationsadministrative and dispute resolution proceedings), claims, government investigations, orders, judgmentsdecrees or judgments pending or in effect, decreesor, permitsto the Knowledge of Parent, licenses and governmental approvalsthreatened by a Person against Parent or any of its Subsidiaries which allege a violation of or liability under any Environmental Law and, to the Knowledge of Parent, there are no existing facts, conditions or occurrences that would reasonably be expected to give rise to any such action, suit, proceeding, claim, investigation, order, decree or judgment; (e) which are intended to protect the environment and/or human health or safety (collectively, "ENVIRONMENTAL LAWS"); neither INT'X.xxx nor any Subsidiary There has handled, generated, used, stored, transported or disposed been no Release of any materialHazardous Material at, substance on, under, or waste which is regulated by Environmental Laws from ("HAZARDOUS MATERIALS"), except for ordinary office and/or office-cleaning supplies, products, equipment, fluids and wastes customarily found, and in quantities customarily found, in x) any of Parent’s or any of its Subsidiaries’ real properties as a commercial office setting, which have been used in compliance with Environmental Laws; result of the operations of Parent or any of its Subsidiaries or (iiiy) to the knowledge Knowledge of INT'X.xxx Parent, any real properties offsite the Parent’s and its Subsidiaries there is Subsidiaries’ real properties that, in each case of (x) and (y), has not nowbeen remediated as required by, nor has there ever beenor resulted in liability under, any underground storage tank Environmental Law or asbestos on otherwise adequately reserved for in the Parent Financial Statements; (f) None of Parent or any real property owned, operated of its Subsidiaries has assumed or leased retained by INT'X.xxx; (iv) INT'X.xxx has not conducted, nor is it aware contract or operation of Law any liabilities of any third parties for the presence or Release of, any environmental investigationsor exposure to, studies, audits, tests, reviews or analyses, the purpose of which was to discover, identify, or otherwise characterize the condition of the soil, groundwater, air or the presence of Hazardous Materials at any real property owned, operated or leased by INT'X.xxx; and (v) to the knowledge of INT'X.xxx and its Subsidiaries there are no "Environmental Liabilities". For purposes of this Agreement, "ENVIRONMENTAL LIABILITIES" are any claims, demands, or liabilities under Environmental Laws which (i) arise out of or in any way relate to INT'X.xxx's or its Subsidiary's operations or activities, or any real property at any time owned, operated or leased by INT'X.xxx or a Subsidiary, or any stockholder's use or ownership thereof, whether vested or unvested, contingent or fixed, actual or potential, and (ii) arise from or relate to actions occurring (including any for failure to actcomply with Environmental Law; and (g) or conditions existing on or before This Section 6.13 constitutes the Closing Datesole and exclusive representation and warranty of Parent with respect to Environmental Permits, Hazardous Materials and Environmental Law.

Environmental Matters. INT'X.xxx (a) Except for those matters that would not reasonably be expected to have, individually or in the aggregate, a Contango Material Adverse Effect: (i) Contango and its Subsidiaries have complied in all material respects with all applicable federal, state and local laws (including, without limitation, case law, rules, regulations, orders, judgments, decrees, permits, licenses their respective operations and governmental approvals) which are intended to protect the environment and/or human health or safety (collectively, "ENVIRONMENTAL LAWS"); neither INT'X.xxx nor any Subsidiary has handled, generated, used, stored, transported or disposed of any material, substance or waste which is regulated by Environmental Laws ("HAZARDOUS MATERIALS"), except for ordinary office and/or office-cleaning supplies, products, equipment, fluids and wastes customarily foundassets are, and in quantities customarily foundfor the past three years have been, in a commercial office setting, which have been used in compliance with Environmental Laws; ; (ii) as of the Execution Date, Contango and its Subsidiaries are not subject to any pending or, to Contango’s knowledge, threatened Proceeding under Environmental Laws; (iii) no Contango Group Entity or, to the knowledge of INT'X.xxx and the Contango, any of their respective properties or assets, is subject to any outstanding judgment, order, injunction, rule or decree of any Governmental Entity arising from or relating to Environmental Law; (iv) there have been no Releases of Hazardous Materials at any property currently or, to the knowledge of Contango, formerly owned, operated or otherwise used by Contango or any of its Subsidiaries, or, to the knowledge of Contango, by any predecessors of Contango or any Subsidiary of Contango, which Releases are reasonably likely to result in liability to Contango under Environmental Law, and, as of the Execution Date, neither Contango nor any of its Subsidiaries there is not nowhas received any written notice asserting a liability or obligation under any Environmental Laws with respect to the investigation, remediation, removal, or monitoring of the Release of any Hazardous Materials at or from any property currently or formerly owned, operated, or otherwise used by Contango, or at or from any off-site location where Hazardous Materials from Contango’s or its Subsidiaries’ operations have been sent for treatment, disposal storage or handling; and (v) neither Contango nor its Subsidiaries has there ever beenassumed any obligation or liability of a third party relating to or arising under any Environmental Law by Contract. (b) All environmental investigation, assessment and audit reports prepared during the past three years by or on behalf of, or that are in the possession of, Contango or its Subsidiaries addressing potentially material environmental matters with respect to any underground storage tank or asbestos on any real property owned, operated or leased otherwise used by INT'X.xxx; (iv) INT'X.xxx has not conducted, nor is it aware of, any environmental investigations, studies, audits, tests, reviews or analyses, of them have been made available for review by the purpose of which was to discover, identify, or otherwise characterize the condition of the soil, groundwater, air or the presence of Hazardous Materials at any real property owned, operated or leased by INT'X.xxx; and (v) Partnership prior to the knowledge of INT'X.xxx Execution Date. (c) Except as expressly set forth in this Section 4.14 and except for the representations and warranties relating to the Permits as expressly set forth in Section 4.11, neither Contango nor its Subsidiaries there are no "Environmental Liabilities". For purposes of this Agreement, "ENVIRONMENTAL LIABILITIES" are make any claims, demands, representation or liabilities under Environmental Laws which (i) arise out of warranty regarding compliance or in any way relate failure to INT'X.xxx's or its Subsidiary's operations or activitiescomply with, or any real property at any time owned, operated or leased by INT'X.xxx or a Subsidiary, or any stockholder's use or ownership thereof, whether vested or unvested, contingent or fixed, actual or potentialcontingent liability under, and (ii) arise from or relate to actions occurring (including any failure to act) or conditions existing on or before the Closing DateEnvironmental Law.

Environmental Matters. INT'X.xxx Each of Parent and its Subsidiaries is, and at all times has been, in substantial compliance with, and has not been and is not in material violation of or subject to any material liability under, any Environmental Law. None of Parent or its Subsidiaries has any basis to expect, nor has any of them or, to Parent’s Knowledge, any other Person for whose conduct they are or may be held to be responsible received, any written order, notice, or other communication from (i) any Governmental Body or private citizen acting in the public interest, or (ii) the current or prior owner or operator of any Facilities, of any actual or potential material violation by any of Parent or its Subsidiaries, or failure by any of Parent or its Subsidiaries to comply with, any Environmental Law, or of any actual or threatened material obligation by Parent or its Subsidiaries to undertake or bear the cost of any Environmental, Health, and Safety Liabilities with respect to any of the Facilities or any other properties or assets (whether real, personal, or mixed) in which any of Parent or its Subsidiaries has or has had an interest, or with respect to any property or Facility at or to which Hazardous Materials were generated, manufactured, refined, transferred, imported, used, or processed by any of Parent and its Subsidiaries or any other Person for whose conduct any of Parent and its Subsidiaries are or may be held legally responsible (“Parent Hazardous Material”), or from which Parent Hazardous Materials have complied in all material respects with all applicable federalbeen transported, state and local laws (treated, stored, handled, transferred, disposed, recycled, or received. No underground storage tanks or underground impoundments, including, without limitation, case lawtreatment or storage tanks, rulessumps, regulationsor water, ordersgas or oil xxxxx, judgments, decrees, permits, licenses and governmental approvals) which are intended to protect the environment and/or human health or safety (collectively, "ENVIRONMENTAL LAWS"); neither INT'X.xxx nor any Subsidiary has handled, generated, used, stored, transported or disposed of any material, substance or waste which is regulated by Environmental Laws ("HAZARDOUS MATERIALS"), except for ordinary office and/or office-cleaning supplies, products, equipment, fluids and wastes customarily found, and in quantities customarily found, in a commercial office setting, which have been used in compliance with Environmental Laws; (iii) by any of the Parent and its Subsidiaries, or, to the knowledge Parent’s Knowledge, by others, at, on or under any facilities. To the Parent’s Knowledge, no asbestos or asbestos-containing material, formaldehyde or insulating material containing urea formaldehyde, or material containing polychlorinated biphenyls, is present in, on or at any of INT'X.xxx the Parent’s facilities. The Parent has delivered to the Acquired Corporations true and its Subsidiaries there is not nowcomplete copies of all material investigations, nor has there ever been, any underground storage tank or asbestos on any real property owned, operated or leased by INT'X.xxx; (iv) INT'X.xxx has not conducted, nor is it aware of, any environmental investigationsreports, studies, audits, tests, reviews sampling results, monitoring, evaluations or analyses, the purpose of which was to discover, identify, analyses possessed or otherwise characterize the condition initiated by any of the soil, groundwater, air or the presence of Hazardous Materials at any real property owned, operated or leased by INT'X.xxx; and (v) to the knowledge of INT'X.xxx Parent and its Subsidiaries there are no "Environmental Liabilities". For purposes pertaining to any Hazardous Material in, on, beneath or adjacent to any of this Agreement, "ENVIRONMENTAL LIABILITIES" are any claims, demandsthe Parent’s facilities, or liabilities under Environmental Laws to which (i) arise out of the Parent and its Subsidiaries have sent any Hazardous Material, or in any way relate to INT'X.xxx's or concerning compliance by the Parent and its Subsidiary's operations or activitiesSubsidiaries, or any real property at other person for whose conduct the Parent and its Subsidiaries are legally responsible, with any time owned, operated or leased by INT'X.xxx or a Subsidiary, or any stockholder's use or ownership thereof, whether vested or unvested, contingent or fixed, actual or potential, and (ii) arise from or relate to actions occurring (including any failure to act) or conditions existing on or before the Closing DateEnvironmental Law.

Environmental Matters. INT'X.xxx (a) Except as disclosed in the Parent SEC Reports, (i) Parent and its Subsidiaries subsidiaries have complied conducted their respective businesses in all material respects compliance with all applicable federalEnvironmental Laws (defined in Section 4.15(b)), state including, without limitation, having all permits, licenses and other approvals and authorizations necessary for the operation of their respective businesses as presently conducted, (ii) none of the properties owned by Parent or any of its subsidiaries contain any Hazardous Substance (defined in Section 4.15(c)) as a result of any activity of Parent or any of its subsidiaries in amounts exceeding the levels permitted by applicable Environmental Laws, (iii) since January 1, 1996, neither Parent nor any of its subsidiaries has received any notices, demand letters or requests for information from any Federal, state, local laws or foreign governmental entity indicating that Parent or any of its subsidiaries may be in violation of, or liable under, any Environmental Law in connection with the ownership or operation of their businesses, (iv) there are no civil, criminal or administrative actions, suits, demands, claims, hearings, investigations or proceedings pending or threatened, against Parent or any of its subsidiaries relating to any violation, or alleged violation, of any Environmental Law, (v) no Hazardous Substance has been disposed of, released or transported in violation of any applicable Environmental Law from any properties owned by Parent or any of its subsidiaries as a result of any activity of Parent or any of its subsidiaries during the time such properties were owned, leased or operated by Parent or any of its subsidiaries, and (vi) neither Parent, its subsidiaries nor any of their respective properties are subject to any liabilities or expenditures (fixed or contingent) relating to any suit, settlement, court order, administrative order, regulatory requirement, judgment or claim asserted or arising under any Environmental Law, except for violations of the foregoing clauses (i) through (vi) that would not reasonably be expected to have a Parent Material Adverse Effect. (b) As used herein, "Environmental Law" means any Federal, state, local or foreign law, statute, ordinance, rule, regulation, code, license, permit, authorization, approval, consent, legal doctrine, order, judgment, decree, injunction, requirement or agreement with any governmental entity relating to (x) the protection, preservation or restoration of the environment (including, without limitation, case lawair, ruleswater vapor, regulationssurface water, ordersgroundwater, judgmentsdrinking water supply, decreessurface land, permitssubsurface land, licenses plant and governmental approvalsanimal life or any other natural resource) which are intended or to protect the environment and/or human health or safety safety, or (collectivelyy) the exposure to, "ENVIRONMENTAL LAWS"); neither INT'X.xxx nor any Subsidiary has handledor the use, generatedstorage, usedrecycling, storedtreatment, transported generation, transportation, processing, handling, labeling, production, release or disposed disposal of any material, substance or waste which is regulated by Environmental Laws ("HAZARDOUS MATERIALS"), except for ordinary office and/or office-cleaning supplies, products, equipment, fluids and wastes customarily found, and in quantities customarily foundHazardous Substances, in a commercial office setting, which have been used each case as amended and as in compliance with Environmental Laws; (iii) to effect on the knowledge of INT'X.xxx and its Subsidiaries there is not now, nor has there ever been, any underground storage tank or asbestos on any real property owned, operated or leased by INT'X.xxx; (iv) INT'X.xxx has not conducted, nor is it aware of, any environmental investigations, studies, audits, tests, reviews or analyses, the purpose of which was to discover, identify, or otherwise characterize the condition of the soil, groundwater, air or the presence of Hazardous Materials at any real property owned, operated or leased by INT'X.xxx; and (v) to the knowledge of INT'X.xxx and its Subsidiaries there are no Closing Date. The term "Environmental Liabilities". For purposes of this AgreementLaw" includes, "ENVIRONMENTAL LIABILITIES" are any claimswithout limitation, demands, or liabilities under Environmental Laws which (i) arise out the Federal Comprehensive Environmental Response Compensation and Liability Act of or 1980, the Superfund Amendments and Reauthorization Act, the Federal Water Pollution Control Act of 1972, the Federal Clean Air Act, the Federal Clean Water Act, the Federal Resource Conservation and Recovery Act of 1976 (including the Hazardous and Solid Waste Amendments thereto), the Federal Solid Waste Disposal Act and the Federal Toxic Substances Control Act, the Federal Insecticide, Fungicide and Rodenticide Act, and the Federal Occupational Safety and Health Act of 1970, each as amended and as in any way relate to INT'X.xxx's or its Subsidiary's operations or activities, or any real property at any time owned, operated or leased by INT'X.xxx or a Subsidiary, or any stockholder's use or ownership thereof, whether vested or unvested, contingent or fixed, actual or potentialeffect on the Closing Date, and (ii) arise from any common law or relate equitable doctrine (including, without limitation, injunctive relief and tort doctrines such as negligence, nuisance, trespass and strict liability) that may impose liability or obligations for injuries or damages due to, or threatened as a result of, the presence of, effects of or exposure to actions occurring (including any failure to act) or conditions existing on or before the Closing DateHazardous Substance.

Environmental Matters. INT'X.xxx and (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Seller Material Adverse Effect or be material to the MRT Program, taken as a whole, (i) Seller Parent, each of its Subsidiaries (in each case solely in connection with the MRT Program or the Transferred Assets) and the MRT Program are and have complied been for the past three (3) years in compliance in all material respects with all applicable federal, state and local laws (including, without limitation, case law, rules, regulations, orders, judgments, decrees, permits, licenses and governmental approvals) which are intended to protect the environment and/or human health or safety (collectively, "ENVIRONMENTAL LAWS"); neither INT'X.xxx nor any Subsidiary has handled, generated, used, stored, transported or disposed of any material, substance or waste which is regulated by Environmental Laws ("HAZARDOUS MATERIALS"), except for ordinary office and/or office-cleaning supplies, products, equipment, fluids and wastes customarily foundwith respect to the MRT Program or the ownership or operation of the Transferred Assets, and have not received any outstanding written notice alleging any material violation of Environmental Law with respect to the MRT Program or the ownership or operation of the Transferred Assets; (ii) there is no pending or, to the Seller’s Knowledge, threatened in quantities customarily foundwriting, action, suit, hearing or litigation, notice of violation or judicial or administrative proceeding or, to the Seller’s Knowledge, demand or investigation, relating to any legal obligation or liability arising under Environmental Law, including any Pre-Closing Off-Site Liabilities or any violation of Environmental Law, involving Seller Parent, any of its Subsidiaries (in a commercial office settingeach case, which have been used solely in compliance connection with Environmental Lawsthe MRT Program or the Transferred Assets) or the MRT Program; and (iii) to the knowledge Seller’s Knowledge, no Materials of INT'X.xxx and Environmental Concern have been Released by Seller Parent or any of its Subsidiaries there is not now, nor has there ever been, at any underground storage tank property currently or asbestos on any real property formerly owned, operated or leased by INT'X.xxx; Seller Parent or any of its Subsidiaries, in each case, solely in connection with the MRT Program, in violation of applicable Environmental Law or in a manner that would reasonably be expected to result in any legal obligation or liability arising under Environmental Law. (ivb) INT'X.xxx has not conducted, nor is it aware of, any environmental investigations, studies, audits, tests, reviews or analysesNotwithstanding anything herein to the contrary, the purpose of which was to discover, identify, or otherwise characterize representations and warranties set forth in this Section 2.14 are the condition only representations and warranties of the soilSeller and the Selling Subsidiaries with respect to Environmental Law, groundwaterMaterials of Environmental Concern, air or the presence of Hazardous Materials at any real property owned, operated or leased by INT'X.xxx; Pre-Closing Off-Site Liabilities and (v) to the knowledge of INT'X.xxx and its Subsidiaries there are no "Environmental Liabilities". For purposes of this Agreement, "ENVIRONMENTAL LIABILITIES" are any claims, demands, or liabilities under Environmental Laws which (i) arise out of or in any way relate to INT'X.xxx's or its Subsidiary's operations or activities, or any real property at any time owned, operated or leased by INT'X.xxx or a Subsidiary, or any stockholder's use or ownership thereof, whether vested or unvested, contingent or fixed, actual or potential, and (ii) arise from or relate to actions occurring (including any failure to act) or conditions existing on or before the Closing Dateother environmental matters.

Environmental Matters. INT'X.xxx The representations and its Subsidiaries have complied warranties contained in all material respects with all applicable federalthis Section 4.15 are the sole and exclusive representations and warranties of LEAF Financial pertaining or relating to any environmental, state and local laws (including, without limitation, case law, rules, regulations, orders, judgments, decrees, permits, licenses and governmental approvals) which are intended to protect the environment and/or human health or safety matters, including any arising under any Environmental Laws. Except in each case as would not have a Material Adverse Effect: (collectively, "ENVIRONMENTAL LAWS"); neither INT'X.xxx nor any Subsidiary has handled, generated, used, stored, transported or disposed a) the operations of any material, substance or waste which is regulated by Environmental Laws ("HAZARDOUS MATERIALS"), except for ordinary office and/or office-cleaning supplies, products, equipment, fluids LEAF Financial and wastes customarily found, and in quantities customarily found, in a commercial office setting, which have been used the LEAF Transferred Subsidiaries are in compliance with Environmental Laws; . Such compliance includes obtaining, maintaining and complying with any Permits required under all applicable Environmental Laws necessary to operate the Leasing Business; (iiib) Neither LEAF Financial nor any LEAF Transferred Subsidiary is subject to any pending, or to the Knowledge of LEAF Financial, threatened claim alleging that it may be in violation of any Environmental Law or Environmental Permit or may have any liability under any Environmental Law; (c) to the knowledge Knowledge of INT'X.xxx and its Subsidiaries LEAF Financial, there is not noware no pending or threatened investigations of the Leasing Business, nor has with respect to the LEAF Financial Transferred Assets, are there ever beenany pending or threatened investigations related thereto; (d) there are no Hazardous Materials present on or in the environment at any LEAF Property at concentrations exceeding those allowed by applicable Environmental Laws including any Hazardous Materials contained in barrels, any aboveground or underground storage tank tanks, landfills, land deposits, dumps, equipment (whether movable or asbestos on fixed) or other containers, either temporary or permanent, and deposited or located in land, water, sumps, or any real property owned, operated other part of the LEAF Property. Neither LEAF Financial nor any LEAF Transferred Subsidiary has permitted or leased by INT'X.xxx; (iv) INT'X.xxx has not conducted, nor or is it aware of, any environmental investigationsRemedial Action conducted with respect to any LEAF Property or any other property or assets (whether real, studiespersonal or mixed) in which any of them has or had an interest in a manner that would reasonably be expected to result Liability to any of their under Environmental Laws; and (e) There has been no Release or, auditsto the Knowledge of LEAF Financial, testsThreat of Release, reviews or analyses, the purpose of which was to discover, identify, or otherwise characterize the condition of the soil, groundwater, air or the presence of any Hazardous Materials at or from any real property ownedLEAF Property or at any other location where any Hazardous Materials were generated, operated or leased by INT'X.xxx; and (v) to the knowledge of INT'X.xxx and its Subsidiaries there are no "Environmental Liabilities". For purposes of this Agreementmanufactured, "ENVIRONMENTAL LIABILITIES" are any claimsrefined, demandstransferred, produced, imported, used, or liabilities processed from or by any LEAF Property, or from any other property or asset (whether real, personal or mixed) in which the LEAF Financial or any Transferred Subsidiary has or had an interest in a manner that would reasonably be expected to result in Liability under Environmental Laws which (i) arise out of or in any way relate to INT'X.xxx's or its Subsidiary's operations or activities, or any real property at any time owned, operated or leased by INT'X.xxx or a Subsidiary, or any stockholder's use or ownership thereof, whether vested or unvested, contingent or fixed, actual or potential, and (ii) arise from or relate to actions occurring (including any failure to act) or conditions existing on or before the Closing DateLaws.

Environmental Matters. INT'X.xxx Except as set forth in Schedule 4.20, and to the best of Able's Knowledge, (a) Able and its Subsidiaries have complied obtained and maintain all Material Environmental Permits necessary operate their Business; (b) Able and its Subsidiaries are and at all times have been in all material respects compliance with, and have not been and are not in violation of or liable under, any Environmental Permit or any Environmental Law; (c) there are no past, pending, or threatened Environmental Claims against Able or its Subsidiaries in connection with all applicable federalthe Business or any Site; (d) no Releases of Hazardous Materials have occurred at, state from, in, to, on or under any Site and local laws no Hazardous Materials are present in, on, about or migrating to or from any Site that could give rise to an Environmental Claim against Able or its Subsidiaries; (includinge) neither Able, without limitationits Subsidiaries, case law, rules, regulations, orders, judgments, decrees, permits, licenses and governmental approvals) which are intended to protect the environment and/or human health or safety (collectively, "ENVIRONMENTAL LAWS"); neither INT'X.xxx nor any Subsidiary has handled, their predecessors have generated, usedrecycled, storeddischarged or released any Hazardous Material, or transported or arranged for the treatment, storage, handling, disposal or transportation of any Hazardous Material to any off-Site location, which is reasonably likely to result in an Environmental Claim against Able or its Subsidiaries; (f) no Site or any property to which Able or any of its Subsidiaries has, directly or indirectly, transported or disposed arranged for the transportation of any materialHazardous Material, substance is a current or waste which is regulated proposed Environmental Cleanup Site; (g) there are no Liens arising under or pursuant to any Environmental Law on any Site and there are no facts, circumstances or conditions that could restrict or encumber, or result in the imposition of use restrictions under any Environmental Law with respect to the ownership, occupancy, development, use or transferability of any Site currently owned or operated by Environmental Laws Able or its Subsidiaries; ("HAZARDOUS MATERIALS")h) there are no underground storage tanks, except for ordinary office and/or office-cleaning suppliesactive or abandoned, products, polychlorinated biphenyl containing equipment, fluids or asbestos or asbestos-containing materials at any Site; and wastes customarily found, and in quantities customarily found, in a commercial office setting, which have been used in compliance with Environmental Laws; (iiii) to the knowledge of INT'X.xxx Able and its Subsidiaries there is not now, nor has there ever been, any underground storage tank or asbestos on any real property owned, operated or leased by INT'X.xxx; (iv) INT'X.xxx has not conducted, nor is it aware of, any environmental investigations, studies, have provided Bracknell with all audits, testsassessments, reports, reviews and investigations relating to Able and each of its Subsidiaries, whether prepared internally or analysesby external consultants, the purpose of which was to discover, identify, or otherwise characterize the condition of the soil, groundwater, air or the presence of Hazardous Materials at any real property owned, operated or leased by INT'X.xxx; and (v) relating to the knowledge existence or management of INT'X.xxx and its Subsidiaries there are no "Environmental Liabilities". For purposes of this Agreementany issues or circumstances relevant to the Environment, "ENVIRONMENTAL LIABILITIES" are including without limitation any claims, demands, or liabilities under Environmental Laws which (i) arise out of or in such documentation relating to any way relate to INT'X.xxx's or its Subsidiary's operations or activities, or any real property at any time owned, operated or leased by INT'X.xxx or a Subsidiary, or any stockholder's use or ownership thereof, whether vested or unvested, contingent or fixed, actual or potential, and (ii) arise from or relate to actions occurring (including any failure to act) or conditions existing on or before the Closing DateSite.

Environmental Matters. INT'X.xxx (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Transmission Business MAE, as it relates to the Transmission Business: (i) there is no pending or, to the Knowledge of Entergy, threatened, claim, lawsuit, administrative proceeding, investigation or request for information against Entergy or any of its Subsidiaries, under or pursuant to any Environmental Law or relating to Hazardous Materials, and neither Entergy nor any Subsidiary of Entergy has received written notice from any Person or Governmental Authority alleging that Entergy has been or is in violation or potentially in violation of any applicable Environmental Law or otherwise may be liable under any applicable Environmental Law or relating to Hazardous Materials, which violation or liability is unresolved, and, to the Knowledge of Entergy, there are no facts, events or circumstances that would reasonably be expected to result in any such claim; (ii) Entergy and its Subsidiaries are and have been in compliance with all applicable Environmental Laws and with all material permits, licenses and approvals required under Environmental Laws for the conduct of their businesses or the operation of their facilities as presently conducted or operated, and, to the Knowledge of Entergy, there are no facts, events, circumstances or changes in legal requirements that would reasonably be expected to prevent the Transmission Business from complying with Environmental Laws; (iii) Entergy and its Subsidiaries have complied in all material respects with all applicable federal, state and local laws (including, without limitation, case law, rules, regulations, orders, judgments, decrees, permits, licenses and governmental approvals) which approvals required under Environmental Law for the operation of their businesses and the operation of their facilities, all such permits, licenses and approvals are intended in effect, and, to protect the environment and/or human health Knowledge of Entergy, there is no actual or safety alleged proceeding to revoke, modify, terminate or not renew any such permits, licenses and approvals and no reasonable basis for any such proceeding; (collectively, "ENVIRONMENTAL LAWS"); neither INT'X.xxx nor any Subsidiary has handled, generated, used, stored, transported or disposed of any material, substance or waste which is regulated by Environmental Laws ("HAZARDOUS MATERIALS"), except for ordinary office and/or office-cleaning supplies, products, equipment, fluids and wastes customarily found, and in quantities customarily found, in a commercial office setting, which have been used in compliance with Environmental Laws; (iiiiv) to the knowledge Knowledge of INT'X.xxx and its Subsidiaries Entergy, there is has been no Release (that are not now, nor has there ever been, any underground storage tank or asbestos on any real property owned, operated or leased by INT'X.xxx; (ivExcluded Liabilities) INT'X.xxx has not conducted, nor is it aware of, any environmental investigations, studies, audits, tests, reviews or analyses, the purpose of which was to discover, identify, or otherwise characterize the condition of the soil, groundwater, air or the presence of Hazardous Materials at any real property currently or formerly owned, leased, or operated by Entergy or leased any of its Subsidiaries or at any other location (including any location to which Hazardous Materials have been sent for reuse or recycling, or for treatment, storage or disposal) in concentrations or amounts or under conditions or circumstances that (A) would reasonably be expected to result in Liability to Entergy or any of its Subsidiaries under any Environmental Law or would otherwise interfere with operations of Entergy or any of its Subsidiaries as currently conducted and planned or (B) would require reporting, investigation, remediation, or other corrective or response action by INT'X.xxxEntergy or any of its Subsidiaries under any Environmental Law and that has not otherwise been addressed through such reporting, investigation, remediation, or other corrective or response action by Entergy or any of its Subsidiaries; and and (v) neither Entergy nor any of its Subsidiaries is party to any order, judgment or decree that imposes any obligations under any Environmental Law, and to the knowledge Knowledge of INT'X.xxx and Entergy, neither Entergy nor any of its Subsidiaries there are no "Environmental Liabilities". For purposes of this Agreement, "ENVIRONMENTAL LIABILITIES" are has assumed or retained any claims, demands, or liabilities obligations under Environmental Laws which Law or relating to Hazardous Materials that could reasonably be expected to adversely affect the Transmission Business. (ib) arise out of or The representations and warranties set forth herein and in any way relate Sections 2.04, 2.05, 2.06 and 2.16 are Entergy’s sole representations and warranties relating to INT'X.xxx's or its Subsidiary's operations or activitiesEnvironmental Law, or any real property at any time owned, operated or leased by INT'X.xxx or a Subsidiary, or any stockholder's use or ownership thereof, whether vested or unvested, contingent or fixed, actual or potential, the environment and (ii) arise from or relate to actions occurring (including any failure to act) or conditions existing on or before the Closing DateHazardous Materials.

Environmental Matters. INT'X.xxx and its Subsidiaries Except as could not reasonably be expected to, individually or in the aggregate, have complied in all material respects with all applicable federala Material Adverse Effect: (a) Neither CSSW Parent, state and local laws (including, without limitation, case law, rules, regulations, orders, judgments, decrees, permits, licenses and governmental approvals) which are intended to protect the environment and/or human health or safety (collectively, "ENVIRONMENTAL LAWS"); neither INT'X.xxx Borrower nor any Subsidiary of the Borrower’s Subsidiaries has handled, generated, used, stored, transported received or disposed has knowledge of any materialnotice of violation, substance alleged violation, non-compliance, liability or waste which is regulated by Environmental Laws ("HAZARDOUS MATERIALS"), except for ordinary office and/or office-cleaning supplies, products, equipment, fluids and wastes customarily found, and in quantities customarily found, in a commercial office setting, which have been used in potential liability regarding compliance with Environmental Laws with regard to any of the Projects or the business operated by such Person (the “Business”), nor does CSSW Parent, the Borrower or the Borrower’s Subsidiaries have knowledge or reason to believe that any such notice will be received or is being threatened; (b) Neither CSSW Parent, Borrower nor any of the Borrower’s Subsidiaries nor any of their respective Properties or operations are subject to any outstanding order, consent decree or settlement agreement with any Person relating to any Environmental Law or any Environmental Claim; (c) CSSW Parent, the Borrower and its Subsidiaries: (i) are in compliance with, and have been in compliance with, all applicable Environmental Laws; , (ii) holds, is in compliance with, and have been in compliance with, all Permits (each of which is in full force and effect) required by or issued under such Environmental Law for its Business and any intended operations and (iii) reasonably believes that any modifications to such Permits, or any additional Permits, that may be required of them will be timely obtained; (d) There are no Hazardous Substances present at, on, under, in, or about any real property currently or formerly owned, leased or operated by CSSW Parent, the Borrower or any of the Borrower’s Subsidiaries, or at any other location (including any location to which Hazardous Substances have been sent for treatment, storage or disposal), which could reasonably be expected to (i) give rise to an Environmental Claim against CSSW Parent, the Borrower or any of the Borrower’s Subsidiaries, (ii) interfere with the Business, or (iii) impair the fair saleable value of any of the Collateral; (e) There are no pending or, to the knowledge of INT'X.xxx and its Subsidiaries there is not now, nor has there ever been, any underground storage tank or asbestos on any real property owned, operated or leased by INT'X.xxx; (iv) INT'X.xxx has not conducted, nor is it aware of, any environmental investigations, studies, audits, tests, reviews or analysesCSSW Parent, the purpose Borrower or any of the Borrower’s Subsidiaries, threatened Environmental Claims to which was to discover, identifythe Borrower or any of the Borrower’s Subsidiaries, or otherwise characterize the condition of the soil, groundwater, air or the presence of Hazardous Materials at any real property owned, operated or leased by INT'X.xxx; and (v) to the knowledge of INT'X.xxx and its Subsidiaries there are no "Environmental Liabilities". For purposes of this AgreementCSSW Parent, "ENVIRONMENTAL LIABILITIES" are any claims, demands, or liabilities under Environmental Laws which (i) arise out of or in any way relate to INT'X.xxx's or its Subsidiary's operations or activities, the Borrower or any real property at any time ownedof the Borrower’s Subsidiaries, operated or leased by INT'X.xxx or a Subsidiarywill be named; and (f) Neither CSSW Parent, the Borrower or any stockholder's use of the Borrower’s Subsidiaries has assumed or ownership thereofretained, whether vested by contract or, to the knowledge of CSSW Parent, the Borrower or unvestedany of the Borrower’s Subsidiaries, contingent by operation of law, any liabilities, fixed or fixedcontingent, actual known or potentialunknown, and (ii) arise from under any Environmental Law or relate with respect to actions occurring (including any failure to act) or conditions existing on or before the Closing DateHazardous Substances.

Environmental Matters. INT'X.xxx and its Subsidiaries Except as would not, individually or in the aggregate, have a Rice Material Adverse Effect: (a) the Vantage Midstream Entities, and, with respect to the Business or the Midstream Assets, their respective predecessors, (i) have complied and are in all material respects compliance with all Environmental Laws, (ii) are not the subject of any outstanding Order pursuant to any Environmental Law, (iii) have received all Permits required of them under applicable federalEnvironmental Laws to occupy or use their facilities and to conduct the Business as presently conducted in light of the current stage of development or construction of the Midstream Assets, state (iv) have complied and local laws are in compliance with all terms and conditions of any such Permits (includingand all such Permits are in full force and effect), without limitation(v) have not received any written or oral notice, case lawreport or other information regarding any actual or alleged violation of Environmental Laws or any liabilities, rulesincluding any investigatory, regulationsremedial or corrective liabilities, ordersrelating to any of them or their facilities arising under Environmental Laws, judgments(vi) are not subject to any pending Litigation involving any Environmental Law, decrees(vii) have not owned or operated any property or facility with under- or above-ground storage tanks, permitsasbestos-containing material in any form or condition, licenses materials or equipment containing polychlorinated biphenyls or landfills, surface impoundments or disposal areas, and governmental approvals(viii) which are intended to protect the environment and/or human health or safety (collectivelyhave not treated, "ENVIRONMENTAL LAWS"); neither INT'X.xxx nor any Subsidiary has handled, generated, usedrecycled, stored, transported disposed of, arranged for or disposed of permitted the disposal of, transported, handled or released any materialsubstance, substance including any Hazardous Material, or waste which owned or operated any property or facility (and no such property or facility is regulated contaminated by Environmental Laws ("HAZARDOUS MATERIALS"any such substances), except for ordinary office and/or office-cleaning supplies, products, equipment, fluids and wastes customarily found, and in quantities customarily found, in a commercial office settingmanner that has given or would give rise to liabilities for response costs, which have been used in compliance with corrective action costs, personal injury, property damage or natural resources damages pursuant to Environmental Laws; and (iiib) to the knowledge of INT'X.xxx and its Subsidiaries there is not nowRice, nor has there ever beenno facts, any underground storage tank events or asbestos on any real property ownedconditions relating to the past or present facilities, operated properties or leased by INT'X.xxx; (iv) INT'X.xxx has not conductedoperations of the Vantage Midstream Entities, nor is it aware ofwill prevent, any environmental investigations, studies, audits, tests, reviews hinder or analyses, the purpose of which was to discover, identifylimit continued compliance with current Environmental Laws, or otherwise characterize the condition of the soil, groundwater, air give rise to any damages or the presence of Hazardous Materials at any real property owned, operated or leased by INT'X.xxx; and (v) to the knowledge of INT'X.xxx and its Subsidiaries there are no "Environmental Liabilities". For purposes of this Agreement, "ENVIRONMENTAL LIABILITIES" are any claims, demands, or other liabilities under current Environmental Laws which (i) arise out of or in any way relate to INT'X.xxx's or its Subsidiary's operations or activities, or any real property at any time owned, operated or leased by INT'X.xxx or a Subsidiary, or any stockholder's use or ownership thereof, whether vested or unvested, contingent or fixed, actual or potential, and (ii) arise from or relate to actions occurring (including any failure to act) or conditions existing on or before the Closing DateLaws.

Environmental Matters. INT'X.xxx Except for matters set forth on Schedule 7.06 or that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) the Parent and the Subsidiaries and each of their respective Properties and operations thereon are, and within all applicable statute of limitation periods have been, in compliance with all applicable Environmental Laws; (b) the Parent and its Subsidiaries have complied in obtained all material respects Environmental Permits required for their respective operations and each of their Properties, with all applicable federalsuch Environmental Permits being currently in full force and effect, state and local laws neither the Parent nor any of its Subsidiaries has received any written notice or otherwise has knowledge that any such existing Environmental Permit will be revoked or that any application for any new Environmental Permit or renewal of any existing Environmental Permit will be denied; (includingc) there are no claims, without limitationdemands, case law, rules, regulationssuits, orders, judgmentsinquiries, decreesor proceedings concerning any violation of, permitsor any liability (including as a potentially responsible party) under, licenses and governmental approvals) which any applicable Environmental Laws that are intended pending or, to protect the environment and/or human health Parent’s or safety (collectivelythe Borrower’s knowledge, "ENVIRONMENTAL LAWS"); neither INT'X.xxx nor threatened against the Parent or any Subsidiary has handled, generated, used, stored, transported of its Subsidiaries or disposed any of their respective Properties or as a result of any materialoperations at such Properties; (d) none of the Properties of the Parent or any of its Subsidiaries contain or have contained any: underground storage tanks; asbestos-containing materials; landfills or dumps; hazardous waste management units as defined pursuant to RCRA or any comparable state law; or sites on or nominated for the National Priority List promulgated pursuant to CERCLA or any state remedial priority list promulgated or published pursuant to any comparable state law; (e) there has been no Release or, substance to the Parent’s or waste which is regulated by the Borrower’s knowledge, threatened Release, of Hazardous Materials at, on, under or from the Parent’s or any of its Subsidiaries’ Properties, there are no investigations, remediations, abatements, removals, or monitorings of Hazardous Materials required under applicable Environmental Laws ("HAZARDOUS MATERIALS")at such Properties and, except for ordinary office and/or office-cleaning supplies, products, equipment, fluids and wastes customarily found, and in quantities customarily found, in a commercial office setting, which have been used in compliance with Environmental Laws; (iii) to the knowledge of INT'X.xxx the Parent and the Borrower, none of such Properties are adversely affected by any Release or threatened Release of a Hazardous Material originating or emanating from any other real property; (f) none of the Parent or its Subsidiaries there is not nowhas received any written notice asserting an alleged liability or obligation under any applicable Environmental Laws with respect to the investigation, nor has there ever beenremediation, abatement, removal, or monitoring of any underground storage tank Hazardous Materials at, under, or asbestos on Released or threatened to be Released from any real property ownedproperties offsite the Parent’s, operated Borrower’s or leased by INT'X.xxx; (iv) INT'X.xxx has not conductedany Subsidiary’s Properties and, nor is it aware of, any environmental investigations, studies, audits, tests, reviews or analyses, to the purpose of which was to discover, identify, or otherwise characterize the condition of the soil, groundwater, air Parent or the presence of Hazardous Materials at any real property ownedBorrower’s knowledge, operated or leased by INT'X.xxx; and (v) to the knowledge of INT'X.xxx and its Subsidiaries there are no "Environmental Liabilities". For purposes conditions or circumstances that could reasonably be expected to result in the receipt of this Agreement, "ENVIRONMENTAL LIABILITIES" are such written notice; (g) there has been no exposure of any claims, demands, Person or liabilities under Environmental Laws which (i) arise out Property to any Hazardous Materials as a result of or in connection with the operations and businesses of any way relate to INT'X.xxx's of the Parent’s or its Subsidiary's operations Subsidiaries’ Properties that could reasonably be expected to form the basis for a claim for damages or activitiescompensation; and (h) the Parent and the Borrower have made available to the Administrative Agent complete and correct copies of all environmental site assessment reports, and studies on environmental matters (including matters relating to any alleged non-compliance with or liability under Environmental Laws) that are in the Parent’s, the Borrower’s or any real property at any time owned, operated Subsidiary’s possession or leased by INT'X.xxx or a Subsidiary, control and relating to the Parent’s or any stockholder's use of its Subsidiaries’ Properties or ownership thereof, whether vested or unvested, contingent or fixed, actual or potential, and (ii) arise from or relate to actions occurring (including any failure to act) or conditions existing on or before the Closing Dateoperations thereon.

Environmental Matters. INT'X.xxx (a) Each Source Entity, its Participation Facilities, and its Subsidiaries Operating Properties are, and have complied been, in compliance in all material respects with all applicable federalEnvironmental Laws. (b) There is no Litigation pending or, state and local laws to the Knowledge of Source, threatened before any court, governmental agency, or authority or other forum in which any Source Entity or any of its Operating Properties or Participation Facilities (includingor Source in respect of such Operating Property or Participation Facility) has been or, without limitationwith respect to threatened Litigation, case lawmay be named as a defendant (i) for alleged noncompliance (including by any predecessor) with any Environmental Law or (ii) relating to the release, rulesdischarge, regulationsspillage, orders, judgments, decrees, permits, licenses and governmental approvals) which are intended to protect or disposal into the environment and/or human health or safety (collectively, "ENVIRONMENTAL LAWS"); neither INT'X.xxx nor any Subsidiary has handled, generated, used, stored, transported or disposed of any materialHazardous Material, substance whether or waste which not occurring at, on, under, adjacent to, or affecting (or potentially affecting) a site owned, leased, or operated by any Source Entity or any of its Operating Properties or Participation Facilities, nor is regulated by Environmental Laws there any reasonable basis for any Litigation of a type described in this sentence. ("HAZARDOUS MATERIALS")c) During the period of (i) any Source Entity's ownership or operation of any of their respective current properties, except for ordinary office and/or office-cleaning supplies(ii) any Source Entity's participation in the management of any Participation Facility, products, equipment, fluids and wastes customarily found, and in quantities customarily found, in a commercial office setting, which have been used in compliance with Environmental Laws; or (iii) any Source Entity's holding of a security interest in a Operating Property, there have been no material releases, discharges, spillages, or disposals of Hazardous Material in, on, under, adjacent to, or affecting (or potentially affecting) such properties. Prior to the knowledge period of INT'X.xxx and its Subsidiaries there is not now, nor has there ever been, any underground storage tank or asbestos on any real property owned, operated or leased by INT'X.xxx; (iv) INT'X.xxx has not conducted, nor is it aware of, any environmental investigations, studies, audits, tests, reviews or analyses, the purpose of which was to discover, identify, or otherwise characterize the condition of the soil, groundwater, air or the presence of Hazardous Materials at any real property owned, operated or leased by INT'X.xxx; and (v) to the knowledge of INT'X.xxx and its Subsidiaries there are no "Environmental Liabilities". For purposes of this Agreement, "ENVIRONMENTAL LIABILITIES" are any claims, demands, or liabilities under Environmental Laws which (i) arise out any Source Entity's ownership or operation of or in any way relate to INT'X.xxx's or its Subsidiary's operations or activitiesof their respective current properties, or any real property at any time owned, operated or leased by INT'X.xxx or a Subsidiary, or any stockholder's use or ownership thereof, whether vested or unvested, contingent or fixed, actual or potential, and (ii) arise from any Source Entity's participation in the management of any Participation Facility, or relate (iii) any Source Entity's holding of a security interest in a Operating Property, to actions occurring (including the Knowledge of Source, there were no material releases, discharges, spillages, or disposals of Hazardous Material in, on, under, or affecting any failure to act) such property, Participation Facility or conditions existing on or before the Closing DateOperating Property.

Environmental Matters. INT'X.xxx Except as has not had, or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect: (i) none of Parent and its Parent Subsidiaries has received any written communication from a Governmental Entity or other Person that alleges that Parent or any Parent Subsidiary is in violation in any material respect with any Environmental Law, the substance of which has not been resolved, (ii) Parent and Parent Subsidiaries hold, and are in compliance with, all material Permits required for Parent and Parent Subsidiaries to conduct their respective businesses under Environmental Laws as conducted as of the date hereof, and are, and since December 31, 2016 have complied been, in compliance in all material respects with all applicable federal, state and local laws (including, without limitation, case law, rules, regulations, orders, judgments, decrees, permits, licenses and governmental approvals) which are intended to protect the environment and/or human health or safety (collectively, "ENVIRONMENTAL LAWS"); neither INT'X.xxx nor any Subsidiary has handled, generated, used, stored, transported or disposed of any material, substance or waste which is regulated by Environmental Laws ("HAZARDOUS MATERIALS"), except for ordinary office and/or office-cleaning supplies, products, equipment, fluids and wastes customarily found, and in quantities customarily found, in a commercial office setting, which have been used in compliance with Environmental Laws; , (iii) neither Parent nor any Parent Subsidiary is party to any Proceeding (excluding an investigation), and to the knowledge Knowledge of INT'X.xxx Parent, no Proceeding is threatened and its Subsidiaries there no investigation is not nowpending, and neither Parent nor any Parent Subsidiary has there ever beenentered into or agreed to any Judgment or is subject to any outstanding Judgment, in each case relating to compliance with or liability under any underground storage tank Environmental Law or asbestos on to investigation, remediation or cleanup of or exposure to any real property ownedHazardous Material, operated and with regard to any Judgment, for which Parent or leased by INT'X.xxx; any Parent Subsidiary has material outstanding obligations, and (iv) INT'X.xxx has not conducted, nor is it aware of, any environmental investigations, studies, audits, tests, reviews or analyses, the purpose of which was to discover, identify, or otherwise characterize the condition of the soil, groundwater, air or the presence there have been no Releases of Hazardous Materials at on, at, under or from any real of Parent Properties or any other property or facility formerly owned, leased or operated by Parent, any Parent Subsidiary or leased by INT'X.xxx; and (v) any of their respective predecessors that would reasonably be expected to result in material liability for Parent or any Parent Subsidiary. Notwithstanding anything to the knowledge contrary contained herein, none of INT'X.xxx and its Subsidiaries there the representations or warranties contained elsewhere in this Article IV shall relate to Environmental Laws, releases of Hazardous Materials or other environmental matters, which are no "Environmental Liabilities". For purposes instead the subject of this Agreement, "ENVIRONMENTAL LIABILITIES" are any claims, demands, or liabilities under Environmental Laws which (i) arise out of or in any way relate to INT'X.xxx's or its Subsidiary's operations or activities, or any real property at any time owned, operated or leased by INT'X.xxx or a Subsidiary, or any stockholder's use or ownership thereof, whether vested or unvested, contingent or fixed, actual or potential, and (ii) arise from or relate to actions occurring (including any failure to act) or conditions existing on or before the Closing DateSection 4.17 exclusively.

Environmental Matters. INT'X.xxx Except as would not, individually or in the aggregate, have a Material Adverse Effect or as disclosed in the Parent SEC Reports filed and publicly available prior to the date of this Agreement: (a) Parent and its Subsidiaries subsidiaries have complied in effect all material respects with all Environmental Permits required under applicable federalEnvironmental Laws and necessary for it to own, state lease or operate its properties and local laws assets and to carry on its business as now conducted, and there has occurred no default under any such Environmental Permit. (includingc) Except as would not, without limitationindividually or in the aggregate, case lawhave a Material Adverse Effect or as disclosed in the Parent SEC Reports filed and publicly available prior to the date of this Agreement, rules, regulations, orders, judgments, decrees, permits, licenses (i) during the period of ownership or operation by Parent and governmental approvals) which are intended to protect the environment and/or human health or safety (collectively, "ENVIRONMENTAL LAWS"); neither INT'X.xxx nor any Subsidiary has handled, generated, used, stored, transported or disposed its subsidiaries of any materialof their respective current or, substance or waste which is regulated by Environmental Laws ("HAZARDOUS MATERIALS"), except for ordinary office and/or office-cleaning supplies, products, equipment, fluids and wastes customarily found, and in quantities customarily found, in a commercial office setting, which have been used in compliance with Environmental Laws; (iii) to the knowledge of INT'X.xxx and its Subsidiaries Parent, previously-owned properties, there is not nowhave been no Releases of Hazardous Material in, nor has there ever beenon, any underground storage tank under or asbestos on any real property owned, operated or leased by INT'X.xxx; (iv) INT'X.xxx has not conducted, nor is it aware of, any environmental investigations, studies, audits, tests, reviews or analyses, the purpose of which was to discover, identifyfrom such properties, or otherwise characterize the condition of the soil, groundwater, air or the presence of Hazardous Materials at to its knowledge any real property owned, operated or leased by INT'X.xxx; and (v) to the knowledge of INT'X.xxx and its Subsidiaries there are no "Environmental Liabilities". For purposes of this Agreement, "ENVIRONMENTAL LIABILITIES" are any claims, demands, or liabilities under Environmental Laws which (i) arise out of or in any way relate to INT'X.xxx's or its Subsidiary's operations or activities, surrounding site or any real property at any time owned, operated or leased by INT'X.xxx or a Subsidiary, or any stockholder's use or ownership thereof, whether vested or unvested, contingent or fixed, actual or potentialoff-site location, and (ii) arise to its knowledge prior to the period of ownership by Parent and its subsidiaries of any of their respective current or previously-owned properties there were no Releases of Hazardous Material in, on, under or affecting any such property, any surrounding site or any off-site location. (d) Except as would not, individually or in the aggregate, have a Material Adverse Effect or as disclosed in the Parent SEC Reports filed and publicly available prior to the date of this Agreement, (i) Parent and its subsidiaries and their respective properties, assets, businesses and operations are not subject to any Environmental Claims (direct or contingent, and whether known or unknown) or Environmental Liabilities (as such terms are hereinafter defined) arising from or relate to actions based upon any act, omission, event, condition or circumstance occurring (including any failure to act) or conditions existing on or before prior to the Closing Datedate hereof or for which Parent and its subsidiaries are responsible, including without limitation, any such Environmental Claims or Environmental Liabilities arising from or based upon the ownership or operation of assets, businesses or properties of Parent or any subsidiary or their respective predecessors, and (ii) neither Parent nor any of its subsidiaries has received any written notice of any violation of any Environmental Law or Environmental Permit or any Environmental Claim in connection with their respective assets, properties, businesses or operations, or, in each case, those of their respective predecessors.

Environmental Matters. INT'X.xxx (a) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, each of Parent and its Subsidiaries have complied is, and has been, in compliance in all material respects with all applicable federalEnvironmental Laws. (b) To the Knowledge of Parent, state since January 1, 2017: (i) Parent and local laws its Subsidiaries have not received any notice of violation or potential liability under any Environmental Laws from any Person or any Governmental Entity inquiry, request for information, or demand letter under any Environmental Law relating to operations or properties of Parent or its Subsidiaries which would be reasonably expected to result in Parent or any of its Subsidiaries incurring material liability under Environmental Laws; (includingii) none of Parent or its Subsidiaries is subject to any orders arising under Environmental Laws nor are there any administrative, without limitationcivil or criminal Proceedings pending or, case lawto the Knowledge of Parent, rulesthreatened, regulationsagainst Parent or its Subsidiaries under any Environmental Law which has had or would reasonably be expected to have, ordersindividually or in the aggregate, judgmentsa Parent Material Adverse Effect; (iii) none of Parent or its Subsidiaries has entered into any agreement pursuant to which Parent or its Subsidiaries has assumed or will assume any liability under Environmental Laws, decreesincluding any obligation for costs of remediation, permits, licenses and governmental approvals) which are intended to protect the environment and/or human health or safety (collectively, "ENVIRONMENTAL LAWS"); neither INT'X.xxx nor any Subsidiary has handled, generated, used, stored, transported or disposed of any materialother Person that has had or would reasonably be expected to have, substance individually or waste in the aggregate, a Parent Material Adverse Effect; and (iv) there has been no release or threatened release of a Hazardous Material, on, at or beneath any of the Parent Property or other properties currently or previously owned or operated by Parent or its Subsidiaries or any surface waters or groundwaters thereon or thereunder which is regulated requires any material disclosure, investigation, cleanup, remediation, monitoring, abatement, deed or use restriction by Parent, or which would be expected to give rise to any other material liability or damages to Parent or its Subsidiaries under any Environmental Laws Laws. ("HAZARDOUS MATERIALS")c) Except as has not had and would not reasonably be expected to have, except individually or in the aggregate, a Parent Material Adverse Effect, none of Parent or its Subsidiaries has arranged for ordinary office and/or office-cleaning suppliesthe disposal of any Hazardous Material, products, equipment, fluids and wastes customarily found, and in quantities customarily foundor transported any Hazardous Material, in a commercial office setting, which have been used in compliance with Environmental Laws; (iii) to the knowledge of INT'X.xxx and its Subsidiaries there is not now, nor manner that has there ever been, any underground storage tank or asbestos on any real property owned, operated or leased by INT'X.xxx; (iv) INT'X.xxx has not conducted, nor is it aware of, any environmental investigations, studies, audits, tests, reviews or analyses, the purpose of which was to discover, identifygiven, or otherwise characterize the condition reasonably would be expected to give rise to any liability for any damages or costs of the soil, groundwater, air or the presence of Hazardous Materials at any real property owned, operated or leased by INT'X.xxx; and (v) to the knowledge of INT'X.xxx and its Subsidiaries there are no "Environmental Liabilities". For purposes of this Agreement, "ENVIRONMENTAL LIABILITIES" are any claims, demands, or liabilities under Environmental Laws which (i) arise out of or in any way relate to INT'X.xxx's or its Subsidiary's operations or activities, or any real property at any time owned, operated or leased by INT'X.xxx or a Subsidiary, or any stockholder's use or ownership thereof, whether vested or unvested, contingent or fixed, actual or potential, and (ii) arise from or relate to actions occurring (including any failure to act) or conditions existing on or before the Closing Dateremediation.

Environmental Matters. INT'X.xxx (a) Except for those matters that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect: (i) Parent and its Subsidiaries have complied in all material respects with all applicable federal, state and local laws (including, without limitation, case law, rules, regulations, orders, judgments, decrees, permits, licenses their respective operations and governmental approvals) which are intended to protect the environment and/or human health or safety (collectively, "ENVIRONMENTAL LAWS"); neither INT'X.xxx nor any Subsidiary has handled, generated, used, stored, transported or disposed of any material, substance or waste which is regulated by Environmental Laws ("HAZARDOUS MATERIALS"), except for ordinary office and/or office-cleaning supplies, products, equipment, fluids and wastes customarily foundassets are, and in quantities customarily foundat all times since the Applicable Date have been, in a commercial office setting, which have been used in compliance with Environmental Laws; ; (ii) Parent and its Subsidiaries are not subject to any pending or, to Parent’s Knowledge, threatened Proceedings under Environmental Laws; (iii) there have been no Releases of Hazardous Materials at any property currently or, to the knowledge Knowledge of INT'X.xxx and its Subsidiaries there is not nowParent, nor has there ever beenformerly owned, any underground storage tank or asbestos on any real property ownedleased, operated or leased otherwise used by INT'X.xxxParent or any of its Subsidiaries, or, to the Knowledge of Parent, by any predecessors of Parent or any Subsidiary of Parent, which Releases have resulted or are reasonably likely to result in liability to Parent under Environmental Law, and, as of the date of this Agreement, neither Parent nor any of its Subsidiaries has received any unresolved written notice asserting a liability or obligation under any Environmental Laws with respect to the investigation, remediation, removal, or monitoring of the Release of any Hazardous Materials at or from any property currently or formerly owned, leased, operated, or otherwise used by Parent, or at or from any offsite location where Hazardous Materials from Parent’s or its Subsidiaries’ operations have been sent for treatment, disposal, storage or handling; and (iv) INT'X.xxx neither Parent nor any of its Subsidiaries has not conductedassumed, nor is it aware ofeither expressly or, to Parent’s Knowledge, by operation of Law, any liability of any other Person related to Hazardous Materials or Environmental Laws. (b) as of the date of this Agreement, there have been no environmental investigations, studies, audits, tests, reviews or analyses, other analyses conducted during the purpose of which was to discover, identifypast three (3) years by or on behalf of, or otherwise characterize that are in the condition possession of, Parent or its Subsidiaries relating to any instance of noncompliance with Environmental Laws or any liability arising under Environmental Laws, in each case that would reasonably be expected to have, individually or in the soilaggregate, groundwatera Company Material Adverse Effect, air or the presence of Hazardous Materials at with respect to any real property owned, operated or leased otherwise used by INT'X.xxx; and (v) any of them that have not been delivered or otherwise made available to the knowledge of INT'X.xxx and its Subsidiaries there are no "Environmental Liabilities". For purposes of this Agreement, "ENVIRONMENTAL LIABILITIES" are any claims, demands, or liabilities under Environmental Laws which (i) arise out of or in any way relate Company prior to INT'X.xxx's or its Subsidiary's operations or activities, or any real property at any time owned, operated or leased by INT'X.xxx or a Subsidiary, or any stockholder's use or ownership thereof, whether vested or unvested, contingent or fixed, actual or potential, and (ii) arise from or relate to actions occurring (including any failure to act) or conditions existing on or before the Closing Datedate hereof.

Environmental Matters. INT'X.xxx Except as set forth in Schedule 4.7: (a) to Seller’s Knowledge, Seller, its Affiliates and its Subsidiaries the Entities, and to Seller’s Knowledge any predecessors in interest to the Real Property Interests, have complied not caused or allowed the generation, use, treatment, manufacture, storage, or disposal of Hazardous Materials at, on or from the Assets, except in all material respects accordance with all applicable federalEnvironmental Laws; (b) to Seller’s Knowledge, state there has been no release of any Hazardous Materials, and local laws to Seller’s Knowledge by any predecessor in interest to the Assets, of any Hazardous Materials at, on, from or underlying any of the Real Property Interests other than such releases that (includingi) are not required to be reported to a Governmental Authority, without limitation(ii) have been reported to the appropriate Governmental Authority, case lawor (iii) were in compliance with applicable Environmental Laws; (c) to Seller’s Knowledge, rulesSeller and at Closing, regulationsthe Entities have secured all permits required under Environmental Laws for the ownership, ordersuse and operation of the Assets and Seller and at Closing, judgmentsthe Entities are in compliance with such permits; (d) Seller, decreesits Affiliates and the Entities have not received written inquiry or notice of any actual or threatened Claim related to or arising under any Environmental Law relating to the Assets; (e) Neither Seller nor the Entities are currently operating or required to be operating any of the Assets under any compliance order, permitsa decree or agreement, licenses and governmental approvals) which are intended to protect the environment and/or human any consent decree or order, or corrective action decree or order issued by or entered into with any Governmental Authority under any Environmental Law or any Law regarding health or safety in the work place; (collectively, "ENVIRONMENTAL LAWS"); neither INT'X.xxx nor any Subsidiary has handled, generated, used, stored, transported or disposed of any material, substance or waste which is regulated by Environmental Laws ("HAZARDOUS MATERIALS"), except for ordinary office and/or office-cleaning supplies, products, equipment, fluids and wastes customarily foundf) Seller, and to Seller’s Knowledge all predecessors in quantities customarily foundinterest to the Real Property Interests, in a commercial office settinghave owned, which have been used and operated the Assets in compliance with Environmental Laws, except for any non-compliance which has been remediated and brought into compliance with Environmental Laws; and (iiig) to the knowledge of INT'X.xxx and its Subsidiaries there is not nowSeller’s Knowledge, nor has there ever been, any underground storage tank or asbestos on any real property owned, operated or leased by INT'X.xxx; (iv) INT'X.xxx has not conducted, nor is it aware of, any environmental investigations, studies, audits, tests, reviews or analyses, the purpose of which was to discover, identify, or otherwise characterize the condition none of the soil, groundwater, air or the presence of off-site locations where Hazardous Materials at from any real property ownedof the Assets have been transported, operated or leased by INT'X.xxx; and (v) to the knowledge of INT'X.xxx and its Subsidiaries there are no "Environmental Liabilities". For purposes of this Agreementstored, "ENVIRONMENTAL LIABILITIES" are any claimstreated, demandsrecycled, or liabilities under Environmental Laws which (i) arise out disposed of or in any way relate released has been designated as a facility that is subject to INT'X.xxx's or its Subsidiary's operations or activities, or any real property at any time owned, operated or leased by INT'X.xxx or a Subsidiary, or any stockholder's use or ownership thereof, whether vested or unvested, contingent or fixed, actual or potential, and (ii) arise from or relate to actions occurring (including any failure to act) or conditions existing on or before Claim under the Closing Date.Environmental Laws..

Environmental Matters. INT'X.xxx (a) Except as, individually or in the aggregate, has not had and its Subsidiaries would not reasonably be expected to have complied a Parent Material Adverse Effect: (i) Parent and each Parent Subsidiary are in compliance with applicable Environmental Laws, have applied for all material respects Environmental Permits necessary to conduct their current operations and are in compliance with all applicable federal, state and local laws their respective Environmental Permits. (including, without limitation, case law, rules, regulations, orders, judgments, decrees, permits, licenses and governmental approvalsii) which are intended to protect the environment and/or human health or safety (collectively, "ENVIRONMENTAL LAWS"); neither INT'X.xxx Neither Parent nor any Parent Subsidiary has handledreceived any written notice, generateddemand, usedletter or claim alleging that Parent or any such Parent Subsidiary is in violation of, storedor liable under, transported any Environmental Law or disposed that any judicial, administrative or compliance order has been issued against Parent or any Parent Subsidiary which remains unresolved. There is no litigation, investigation, request for information or other proceeding pending, or, to the Knowledge of Parent, threatened against Parent and any materialParent Subsidiary under any applicable Environmental Law. (iii) Neither Parent nor any Parent Subsidiary has entered into or agreed to any consent decree or order or is subject to any judgment, substance decree or waste which is regulated by Environmental Laws ("HAZARDOUS MATERIALS")judicial, except for ordinary office and/or office-cleaning supplies, products, equipment, fluids and wastes customarily found, and in quantities customarily found, in a commercial office setting, which have been used in administrative or compliance order relating to compliance with Environmental Laws; (iii) , Environmental Permits or the investigation, sampling, monitoring, treatment, remediation, removal or cleanup of Hazardous Materials and no investigation, litigation or other proceeding is pending or, to the knowledge Knowledge of INT'X.xxx and its Subsidiaries there is not nowParent, nor has there ever been, threatened against Parent or any underground storage tank or asbestos on Parent Subsidiary under any real property owned, operated or leased by INT'X.xxx; applicable Environmental Law. (iv) INT'X.xxx Neither Parent nor any Parent Subsidiary has not conductedassumed, nor is it aware ofby Contract or operation of Law, any environmental investigations, studies, audits, tests, reviews liability under any Environmental Law or analyses, the purpose of which was relating to discover, identifyany Hazardous Materials, or otherwise characterize the condition of the soil, groundwater, air is an indemnitor in connection with any threatened or the presence of asserted claim by any third-party indemnitee for any liability under any Environmental Law or relating to any Hazardous Materials at any real property owned, operated or leased by INT'X.xxx; and Materials. (v) Neither Parent nor any Parent Subsidiary has caused, and to the knowledge Knowledge of INT'X.xxx and its Subsidiaries there are Parent, no "Environmental Liabilities". For purposes Third Party has caused any Release of this Agreement, "ENVIRONMENTAL LIABILITIES" are a Hazardous Material that would be required to be investigated or remediated by Parent or any claims, demands, or liabilities Parent Subsidiary under Environmental Laws which Law. (ib) arise out This Section 5.14 contains the exclusive representations and warranties of or in any way relate Parent and Merger Sub with respect to INT'X.xxx's or its Subsidiary's operations or activities, or any real property at any time owned, operated or leased by INT'X.xxx or a Subsidiary, or any stockholder's use or ownership thereof, whether vested or unvested, contingent or fixed, actual or potential, and (ii) arise from or relate to actions occurring (including any failure to act) or conditions existing on or before the Closing Dateenvironmental matters.

Environmental Matters. INT'X.xxx and Except as to matters which would not be expected to result, individually or in the aggregate, in a Material Adverse Effect on Sync, or as set forth in Section 4.16 of the Disclosure Schedule, (i) neither Sync nor any of its Subsidiaries have complied has received any notice alleging the material violation of, or any material actual or potential liability relating to, any applicable Environmental Laws which violation has not been resolved and, to the best knowledge of Sync, no such notice is threatened or otherwise expected, (ii) to the best knowledge of Sync, Sync and each of its Subsidiaries is and has been in all material respects compliance with all applicable federalEnvironmental Laws and, state to the best knowledge of Sync, there is no condition that could prevent or materially interfere with such compliance in the future, (iii) Sync and local laws (including, without limitation, case law, rules, regulations, orders, judgments, decrees, each of its Subsidiaries has obtained and is and has been in material compliance with all required governmental environmental permits, licenses registrations and governmental approvalsauthorizations with respect to the business of Sync and each of its Subsidiaries as currently conducted, (iv) which are intended to protect the environment and/or human health or safety (collectivelybest knowledge of Sync, "ENVIRONMENTAL LAWS"); neither INT'X.xxx nor any Subsidiary no Hazardous Material has handled, generated, usedbeen transported, stored, transported treated, arranged to be disposed of or disposed of by Sync or any material, substance or waste which is regulated by Environmental Laws ("HAZARDOUS MATERIALS"), except for ordinary office and/or office-cleaning supplies, products, equipment, fluids and wastes customarily found, and in quantities customarily found, in a commercial office setting, which have been used in compliance with Environmental Laws; (iii) to the knowledge of INT'X.xxx and its Subsidiaries there is not now, nor has there ever been, any underground storage tank on or asbestos on any from the real property estate owned, operated or leased otherwise used by INT'X.xxx; Sync or any of its Subsidiaries or at any other location, except in compliance with or as otherwise would not result in material liability under any applicable Environmental Laws, (ivv) INT'X.xxx except for successor liability as owner of real property, neither Sync nor any of its Subsidiaries has not conductedassumed, nor is it aware ofcontractually or by operation of law, any environmental investigationsliabilities, studiespotential liabilities or obligations of any other person or entity under any applicable Environmental Laws, audits(vi) neither Sync nor any of its Subsidiaries has entered into, tests, reviews or analyses, the purpose of which was to discover, identifyagreed to, or otherwise characterize is subject to any judgment, decree, order or other similar requirement of any governmental authority under any Environmental Laws, (vii) to the condition best knowledge of Sync, there are no (w) underground or aboveground storage tanks, (x) surface impoundments, (y) landfills or (z) sewer or septic systems currently or formerly present at or about any of the soilproperties or facilities currently or, groundwaterto the best knowledge of Sync, air or the presence of Hazardous Materials at any real property formerly owned, operated or leased otherwise used by INT'X.xxx; Sync or any of its Subsidiaries that could result in material liability to Sync or any such Subsidiary under any applicable Environmental Laws, and (vviii) to the best knowledge of INT'X.xxx and its Subsidiaries Sync, there are no "Environmental Liabilities". For purposes actions, activities, events, conditions or circumstances occurring or existing, including without limitation the release, threatened release, emission, discharge, generation, treatment, storage or disposal of this AgreementHazardous Materials, "ENVIRONMENTAL LIABILITIES" are any claims, demands, or liabilities under Environmental Laws which (i) arise out of or that can reasonably expected to result in any way relate to INT'X.xxx's material liability or its Subsidiary's operations or activities, obligation of Sync or any real property at of its Subsidiaries under or relating to any time owned, operated or leased by INT'X.xxx or a Subsidiary, or any stockholder's use or ownership thereof, whether vested or unvested, contingent or fixed, actual or potential, and (ii) arise from or relate to actions occurring (including any failure to act) or conditions existing on or before the Closing DateEnvironmental Laws.

Environmental Matters. INT'X.xxx Except for matters that, individually or in the aggregate, have not had and its would not reasonably be expected to have a Trident Material Adverse Effect: (a) Trident and the Trident Subsidiaries have complied in all material respects with all applicable federal, state and local laws (including, without limitation, case law, rules, regulations, orders, judgments, decrees, permits, licenses and governmental approvals) which are intended to protect the environment and/or human health or safety (collectively, "ENVIRONMENTAL LAWS"); neither INT'X.xxx nor any Subsidiary has handled, generated, used, stored, transported or disposed of any material, substance or waste which is regulated by Environmental Laws ("HAZARDOUS MATERIALS"), except for ordinary office and/or office-cleaning supplies, products, equipment, fluids and wastes customarily foundnow, and in quantities customarily found, in a commercial office setting, which have been used in the last three (3) years, in compliance with all Environmental Laws; , and neither Trident nor any Trident Subsidiary has received any written communication from a Person that alleges that Trident or any Trident Subsidiary is in violation of, or has liability or obligations under, any Environmental Law or any Permit issued pursuant to Environmental Law; (iiib) Trident and the Trident Subsidiaries have obtained and are in compliance with all Permits required to be obtained pursuant to any Environmental Law applicable to Trident, the Trident Subsidiaries and the real properties of Trident and all such Permits are valid, in good standing and will not, to Trident’s Knowledge, be subject to modification or revocation as a result of the transactions contemplated by this Agreement; (c) there are no Environmental Claims pending or, to the knowledge Knowledge of INT'X.xxx and its Subsidiaries there is not nowTrident, nor has there ever been, threatened against Trident or any underground storage tank or asbestos on any real property owned, operated or leased by INT'X.xxx; (iv) INT'X.xxx has not conductedof the Trident Subsidiaries, nor is it aware of, Trident or any environmental investigations, studies, audits, tests, reviews or analyses, the purpose of which was to discover, identify, or otherwise characterize the condition of the soilTrident Subsidiaries aware of any basis for such Environmental Claim; (d) To Trident’s Knowledge, groundwater, air or there have been no Releases of any Hazardous Material that could reasonably be expected to form the presence basis of Hazardous Materials at any real property owned, operated or leased by INT'X.xxx; and (v) to the knowledge of INT'X.xxx and its Subsidiaries there are no "Environmental Liabilities". For purposes of this Agreement, "ENVIRONMENTAL LIABILITIES" are any claims, demands, or liabilities under Environmental Laws which Claim against (i) arise out Trident or any of or in any way relate to INT'X.xxx's or its Subsidiary's operations or activitiesthe Trident Subsidiaries, or any real property at any time owned, operated or leased by INT'X.xxx or a Subsidiary, or any stockholder's use or ownership thereof, whether vested or unvested, contingent or fixed, actual or potential, and (ii) arise from against any Person whose liabilities for such Environmental Claims Trident or relate any of the Trident Subsidiaries has, or may have, retained or assumed, either contractually or by operation of Law; and (e) neither Trident nor any of the Trident Subsidiaries has retained or assumed, either contractually or by operation of law, any liabilities or obligations that could reasonably be expected to actions occurring (including form the basis of any failure to act) Environmental Claim against Trident or conditions existing on or before any of the Closing DateTrident Subsidiaries.

Environmental Matters. INT'X.xxx (a) Parent and its Subsidiaries are, and have complied been, in all material respects compliance with all Environmental Laws, which compliance includes the possession, maintenance of, compliance with, or application for, all Permits required under applicable federal, state Environmental Laws for the operation of the business of Parent and local laws its Subsidiaries as currently conducted. (including, without limitation, case law, rules, regulations, orders, judgments, decrees, permits, licenses and governmental approvalsb) which are intended to protect the environment and/or human health or safety (collectively, "ENVIRONMENTAL LAWS"); neither INT'X.xxx Neither Parent nor any Subsidiary of its Subsidiaries has handleddisposed of, released, or discharged any Hazardous Substances on, at, under, in, or from any real property currently or, to the Knowledge of Parent, formerly owned, leased, or operated by it or any of its Subsidiaries or at any other location that is: (i) currently subject to any investigation, remediation, or monitoring; or (ii) reasonably likely to result in liability to Parent or any of its Subsidiaries, in either case of (i) or (ii) under any applicable Environmental Laws. (c) Neither Parent nor any of its Subsidiaries has: (i) produced, processed, manufactured, generated, transported, treated, handled, used, stored, transported or disposed of stored any material, substance or waste which is regulated by Environmental Laws ("HAZARDOUS MATERIALS")Hazardous Substances, except for ordinary office and/or office-cleaning supplies, products, equipment, fluids and wastes customarily found, and in quantities customarily found, in a commercial office setting, which have been used in compliance with Environmental Laws, at any Real Estate; or (iiiii) exposed any employee or any third party to any Hazardous Substances under circumstances reasonably expected to give rise to any material Liability or obligation under any Environmental Law. (d) Neither Parent nor any of its Subsidiaries has received written notice of and there is no Legal Action pending, or to the knowledge Knowledge of INT'X.xxx and Parent, threatened against Parent or any of its Subsidiaries there is not nowSubsidiaries, nor has there ever beenalleging any Liability or responsibility under or non-compliance with any Environmental Law or seeking to impose any financial responsibility for any investigation, any underground storage tank or asbestos on any real property ownedcleanup, operated or leased by INT'X.xxx; (iv) INT'X.xxx has not conductedremoval, nor is it aware of, any environmental investigations, studies, audits, tests, reviews or analyses, the purpose of which was to discover, identify, or otherwise characterize the condition of the soil, groundwater, air or the presence of Hazardous Materials at any real property owned, operated or leased by INT'X.xxx; and (v) to the knowledge of INT'X.xxx and its Subsidiaries there are no "Environmental Liabilities". For purposes of this Agreement, "ENVIRONMENTAL LIABILITIES" are any claims, demands, or liabilities under Environmental Laws which (i) arise out of or in any way relate to INT'X.xxx's or its Subsidiary's operations or activitiescontainment, or any real property at other remediation or compliance under any time ownedEnvironmental Law. Neither Parent nor any of its Subsidiaries is subject to any Order, operated or leased by INT'X.xxx or a Subsidiarysettlement agreement, or other written agreement by or with any stockholder's use Governmental Entity or ownership thereofthird party imposing any material Liability or obligation with respect to any of the foregoing. (e) Neither Parent nor any of its Subsidiaries has expressly assumed or retained any Liabilities under any applicable Environmental Laws of any other Person, whether vested including in any acquisition or unvested, contingent divestiture of any property or fixed, actual or potential, and (ii) arise from or relate to actions occurring (including any failure to act) or conditions existing on or before the Closing Datebusiness.

Environmental Matters. INT'X.xxx Except as set forth in Schedule 4.15: (a) to Seller’s Knowledge each Acquired Company has materially complied (except for such past noncompliance which has been fully resolved, including payment of all fines, penalties or other sanctions) and its Subsidiaries have complied is in all material respects compliance, with all applicable federalmaterial Environmental Laws, state and local laws including all Consents issued pursuant to applicable material Environmental Laws; (includingb) neither Seller nor an Acquired Company has received any written notice from any Governmental Entity or third party alleging that such Acquired Company is not in material compliance with, without limitationor has or may have any material Liability or investigatory, case lawcorrective or remedial obligation under, rulesany material Environmental Law the matter underlying which notice has not been fully resolved, regulationsincluding payment of all fines, orderspenalties, judgments, decrees, permits, licenses and governmental approvalsor other sanctions; (c) which are intended to protect the environment and/or human health or safety (collectively, "ENVIRONMENTAL LAWS"); Seller’s Knowledge neither INT'X.xxx Seller nor any Subsidiary an Acquired Company has handled, generated, usedtreated, stored, transported disposed of, arranged for or disposed permitted the disposal of, transported, handled, or released any Hazardous Substance, or owned or operated any property or facility (and no such property or facility is contaminated by any Hazardous Substance) in a manner that has given or would give rise to any material Liabilities on an Acquired Company, including any material Liability for response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney fees, or any investigative, corrective or remedial obligations, pursuant to any material Environmental Laws; (d) there are not any past, presently pending, or to Seller’s Knowledge, threatened, Actions, Orders or Liabilities in connection with any non-compliance with, or any pending, or to Seller’s Knowledge, threatened imposition of any materialmaterial remedy or obligation under, substance or waste which is regulated by any material Environmental Laws ("HAZARDOUS MATERIALS"), except for ordinary office and/or office-cleaning supplies, products, equipment, fluids and wastes customarily found, and in quantities customarily found, in a commercial office settingLaw, which have been used in compliance with Environmental Laws; (iii) arise out of the Acquired Companies’ management, use, control, ownership or operation of the Business, or relate to the knowledge of INT'X.xxx and its Subsidiaries there is not now, nor has there ever been, any underground storage tank Real Properties or asbestos on any real property ownedformerly operated by an Acquired Company, operated or leased by INT'X.xxx; (iv) INT'X.xxx has not conducted, nor is it aware of, any environmental investigations, studies, audits, tests, reviews or analyses, the purpose of and which was to discover, identifycommenced, or otherwise characterize are based upon conditions, events or occurrences, in each case, within Seller’s Knowledge, before the condition Closing; (e) Seller has furnished to Buyer all environmental audits and all results of Phase I and Phase II environmental assessment work and other reports and audits and material documents within its possession or under the reasonable control of Seller and its Affiliates or, to Seller’s Knowledge, in the possession of either of the soil, groundwater, air or Acquired Companies. All of the Phase I and Phase II environmental assessments so furnished are listed on Schedule 4.15(e) hereof. (f) The representations and warranties in this Section 4.15 shall be the exclusive representations and warranties with respect to violations of Environmental Laws and the presence of Hazardous Materials at any real property owned, operated or leased by INT'X.xxx; and (v) Substances except to the knowledge extent that Section 4.16 includes representations and warranties that Schedule 4.16(b) includes a list of INT'X.xxx and its Subsidiaries there are no "Environmental Liabilities". For purposes of this Agreement, "ENVIRONMENTAL LIABILITIES" are any claims, demands, or liabilities Governmental Permits issued under Environmental Laws which (i) arise out of or in any way relate to INT'X.xxx's or its Subsidiary's operations or activities, or any real property at any time owned, operated or leased by INT'X.xxx or a Subsidiary, or any stockholder's use or ownership thereof, whether vested or unvested, contingent or fixed, actual or potential, and (ii) arise from or relate to actions occurring (including any failure to act) or conditions existing on or before the Closing DateLaw.

Environmental Matters. INT'X.xxx and its Subsidiaries have complied Except as reported in all material respects with all applicable federalthe Parent SEC Reports or on Schedule 4.25, state and local laws (including, without limitation, case law, rules, regulations, orders, judgments, decrees, permits, licenses and governmental approvals) which are intended to protect the environment and/or human health or safety (collectively, "ENVIRONMENTAL LAWS"); neither INT'X.xxx nor any Subsidiary has handled, generated, used, stored, transported or disposed of any material, substance or waste which is regulated by Environmental Laws ("HAZARDOUS MATERIALS"), except for ordinary office and/or office-cleaning supplies, products, equipment, fluids and wastes customarily found, and in quantities customarily found, in a commercial office setting, which have been used in compliance with Environmental Laws; (iii) to the knowledge of INT'X.xxx and its Subsidiaries there Parent: (a) No Hazardous Material (as defined below) has been disposed of on, released to or from, threatened to be released to or from or is not nowpresently at, nor has there ever beenon, beneath, in or upon any underground storage tank or asbestos on any partial of real property owned, operated owned or leased by INT'X.xxx; (iv) INT'X.xxx has not conducted, nor is it aware Parent or the Merger Subsidiary or upon any adjacent parcels of real estate in amounts or concentration which constitute or constituted a violation of, or which could reasonably be expected to give rise to liability under, any environmental investigationsEnvironmental Law (as defined below). (b) There has been no generation, studiesproduction, auditsrefining, testsprocessing, reviews manufacturing, use, storage, disposal, treatment, shipment or analyses, the purpose receipt of which was to discover, identify, a Hazardous Material at or otherwise characterize the condition from any parcel of the soil, groundwater, air or the presence of Hazardous Materials at any real property owned, operated owned or leased by INT'X.xxx; and (v) Parent or the Merger Subsidiary relating to the knowledge operations of INT'X.xxx and its Subsidiaries there are no "Environmental Liabilities". For purposes of this Agreement, "ENVIRONMENTAL LIABILITIES" are any claims, demands, Parent or liabilities under Environmental Laws which (i) arise out the Merger Subsidiary in violation of or in a manner that could give rise to liability under Environmental Laws. (c) The operations of Parent or the Merger Subsidiary are in compliance and have been in compliance with all applicable Environmental Laws, and there is no violation of any way relate Environmental Law with respect to INT'X.xxx's or its Subsidiary's operations or activities, or any parcels of real property at any time owned, operated owned or leased by INT'X.xxx Parent or the Merger Subsidiary which could interfere with the continued operation of the business of Parent or the Merger Subsidiary or impair its fair salable value. (d) Neither Parent nor the Merger Subsidiary have received any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with environmental laws with regard to any parcels of real property owned or leased by Parent or the Merger Subsidiary from any person, nor does Parent or the Merger Subsidiary have knowledge or reason to believe that any such notice will be received from or is being threatened by any person. (e) No judicial proceedings, governmental administrative actions, investigations or internal or non-public agency proceedings are pending or threatened, under any environmental law, to which Parent or the Merger Subsidiary is or will be named as a Subsidiaryparty, nor are the any consent decrees, or other decrees, consent orders, agreements, administrative orders, other orders, judicial or administrative requirements outstanding under any stockholder's use environmental law with respect to Parent or ownership thereof, whether vested or unvested, contingent or fixed, actual or potential, and (ii) arise from or relate to actions occurring (including any failure to act) or conditions existing on or before the Closing DateMerger Subsidiary.

Environmental Matters. INT'X.xxx (a) Xxxxxx and its Subsidiaries have complied each Subsidiary of Xxxxxx has been and is in all material respects compliance with all applicable federalorders of any court, state governmental authority or arbitration board or tribunal and local laws (including, without limitation, case any applicable law, rulesordinance, regulationsrule, orders, judgments, decrees, permits, licenses and governmental approvalsregulation or other legal requirement (including common law) which are intended related to protect protection of the environment and/or human health ("Environmental Laws") except for such matters as have not had and could not reasonably be expected to have, individually or safety (collectivelyin the aggregate, "ENVIRONMENTAL LAWS"); neither INT'X.xxx nor a Xxxxxx Material Adverse Effect. There are no past or present facts, conditions or circumstances that interfere with continued compliance by Xxxxxx or any Subsidiary has handledof Xxxxxx with any Environmental Law, generatedexcept for any non-compliance or interference that is not reasonably likely to have, usedindividually or in the aggregate, storeda Xxxxxx Material Adverse Effect. (b) Except for such matters as have not had and could not reasonably be expected to have, transported individually or disposed in the aggregate, a Xxxxxx Material Adverse Effect, no judicial or administrative proceedings or governmental investigations are pending or, to the knowledge of Xxxxxx, threatened against Xxxxxx or its Subsidiaries that allege the violation of or seek to impose liability pursuant to any Environmental Law, and there are no past or present facts, conditions or circumstances at, on or arising out of, or otherwise associated with, any current (or, to the knowledge of Xxxxxx or its Subsidiaries, former) businesses, assets or properties of Xxxxxx or any Subsidiary of Xxxxxx, including but not limited to on-site or off-site disposal, release or spill of any material, substance or waste which is classified, characterized or otherwise regulated by as hazardous, toxic, pollutant, contaminant or words of similar meaning under Environmental Laws Laws, including petroleum or petroleum products or byproducts ("HAZARDOUS MATERIALSHazardous Materials")) which violate Environmental Law or are reasonably likely to give rise to (i) costs, expenses, liabilities or obligations for any cleanup, remediation, disposal or corrective action under any Environmental Law, (ii) claims arising for personal injury, property damage or damage to natural resources, or (iii) fines, penalties or injunctive relief. (c) Neither Xxxxxx nor any of its Subsidiaries has (i) received any notice of noncompliance with, violation of, or liability or potential liability under any Environmental Law or (ii) entered into any consent decree or order or is subject to any order of any court or governmental authority or tribunal under any Environmental Law or relating to the cleanup of any Hazardous Materials, except for ordinary office and/or office-cleaning supplies, products, equipment, fluids any such matters as have not had and wastes customarily found, and in quantities customarily found, in could not reasonably be expected to have a commercial office setting, which have been used in compliance with Environmental Laws; (iii) to the knowledge of INT'X.xxx and its Subsidiaries there is not now, nor has there ever been, any underground storage tank or asbestos on any real property owned, operated or leased by INT'X.xxx; (iv) INT'X.xxx has not conducted, nor is it aware of, any environmental investigations, studies, audits, tests, reviews or analyses, the purpose of which was to discover, identify, or otherwise characterize the condition of the soil, groundwater, air or the presence of Hazardous Materials at any real property owned, operated or leased by INT'X.xxx; and (v) to the knowledge of INT'X.xxx and its Subsidiaries there are no "Environmental Liabilities". For purposes of this Agreement, "ENVIRONMENTAL LIABILITIES" are any claims, demands, or liabilities under Environmental Laws which (i) arise out of or in any way relate to INT'X.xxx's or its Subsidiary's operations or activities, or any real property at any time owned, operated or leased by INT'X.xxx or a Subsidiary, or any stockholder's use or ownership thereof, whether vested or unvested, contingent or fixed, actual or potential, and (ii) arise from or relate to actions occurring (including any failure to act) or conditions existing on or before the Closing DateXxxxxx Material Adverse Effect.

Environmental Matters. INT'X.xxx Except as, individually or in the aggregate, has not had, and its would not reasonably be expected to have, a Parent Material Adverse Effect: (a) Parent and the Parent Subsidiaries have complied been and are otherwise in compliance in all material respects with all applicable federalEnvironmental Laws and there are no pending or, state to the Knowledge of Parent, threatened demands, claims, information requests, citations or notices of non-compliance or violation regarding Parent or any Parent Subsidiary relating to any material liability under any Environmental Law. (b) No notice, demand, request for information, citation, summons or Judgment has been received, no complaint has been filed, no penalty has been assessed, and local laws (includingno Legal Proceeding is pending and served or, without limitationto the Knowledge of Parent, case law, rules, regulations, orders, judgments, decrees, permits, licenses and governmental approvals) which are intended threatened by any Governmental Authority or other Person relating to protect the environment and/or human health or safety (collectively, "ENVIRONMENTAL LAWS"); neither INT'X.xxx nor any Subsidiary has handled, generated, used, stored, transported or disposed arising out of any materialfailure of Parent or any Parent Subsidiary to comply with any Environmental Law. (c) To the Knowledge of Parent, substance or waste which is regulated by Environmental Laws ("HAZARDOUS MATERIALS"), except for ordinary office and/or office-cleaning supplies, products, equipment, fluids and wastes customarily found, and in quantities customarily found, in a commercial office setting, which have been used in compliance with Environmental Laws; (iii) to the knowledge of INT'X.xxx and its Subsidiaries there is not now, nor has there ever been, any underground storage tank or asbestos are no conditions on any real property owned, leased or operated by Parent or leased by INT'X.xxx; any Parent Subsidiary that would reasonably be expected to give rise to any violation of or result in any liability under any Environmental Laws. (ivd) INT'X.xxx has not conductedAll material permits, nor is it aware ofnotices, any environmental investigationsapprovals and authorizations, studiesif any, audits, tests, reviews required to be obtained or analyses, filed in connection with the purpose operation of which was to discover, identify, Parent’s and the Parent Subsidiaries’ businesses and the operation or otherwise characterize the condition use of the soil, groundwater, air or the presence of Hazardous Materials at any real property owned, leased or operated by Parent or leased by INT'X.xxx; any Parent Subsidiary have been duly obtained or filed, are currently in effect, and Parent and the Parent Subsidiaries are in compliance in all material respects with the terms and conditions of all such permits, notices, approvals and authorizations. (ve) to To the knowledge Knowledge of INT'X.xxx and its Subsidiaries Parent, there are no "Environmental Liabilities". For purposes material liabilities of this Agreement, "ENVIRONMENTAL LIABILITIES" are any claims, demands, or liabilities under Environmental Laws which (i) arise out of or in any way relate to INT'X.xxx's or its Subsidiary's operations or activities, Parent or any real property at Parent Subsidiary of any time owned, operated or leased by INT'X.xxx or a Subsidiary, or any stockholder's use or ownership thereofkind whatsoever, whether vested accrued, contingent, absolute, determined, determinable or unvestedotherwise arising under or relating to any Environmental Law and, contingent to the Knowledge of Parent, there is no condition, situation or fixed, actual set of circumstances that could reasonably be expected to result in or potential, and (ii) arise from or relate to actions occurring (including be the basis for any failure to act) or conditions existing on or before the Closing Datesuch liability.

Environmental Matters. INT'X.xxx (a) Parent and its Subsidiaries have complied each Subsidiary of Parent has been and is in all material respects compliance with all applicable federalEnvironmental Laws except for such matters as do not and are not reasonably likely to have, state and local laws individually or in the aggregate, a Parent Material Adverse Effect. There are no past or present facts, conditions or circumstances that interfere (including, without limitation, case law, rules, regulations, orders, judgments, decrees, permits, licenses and governmental approvalsor are reasonably likely to interfere in the future) which are intended to protect with the environment and/or human health or safety (collectively, "ENVIRONMENTAL LAWS"); neither INT'X.xxx nor any Subsidiary has handled, generated, used, stored, transported or disposed conduct of any material, substance of their respective businesses in the manner now conducted or waste which is regulated by interfere with continued compliance with any Environmental Laws ("HAZARDOUS MATERIALS")Law, except for ordinary office and/or officeany non-cleaning suppliescompliance or interference that is not reasonably likely to have, productsindividually or in the aggregate, equipmenta Parent Material Adverse Effect. (b) Except for such matters as do not and are not reasonably likely to have, fluids and wastes customarily foundindividually or in the aggregate, and in quantities customarily founda Parent Material Adverse Effect, in a commercial office settingno judicial or administrative proceedings or governmental investigations are pending or, which have been used in compliance with Environmental Laws; (iii) to the knowledge of INT'X.xxx and Parent, threatened against Parent or any of its Subsidiaries that allege the violation of or seek to impose liability pursuant to any Environmental Law, and there is not noware no past or present facts, nor has there ever beenconditions or circumstances at, on or arising out of, or otherwise associated with, any underground storage tank current (or, to the knowledge of Parent or asbestos on any real of its Subsidiaries, former) businesses, assets or properties of Parent or any Subsidiary of Parent, including but not limited to on-site or off-site storage, disposal, release or spill of any Hazardous Materials which violate Environmental Law or are reasonably likely to give rise under any Environmental Law to (i) costs, expenses, liabilities or obligations related to any cleanup, remediation, investigation, disposal or corrective action, (ii) claims arising for personal injury, property damage or damage to natural resources, or (iii) fines, penalties or injunctive relief. (c) Neither Parent nor any of its Subsidiaries has (i) received any notice of noncompliance with, violation of, or liability or potential liability under any Environmental Law or (ii) entered into any consent decree or order or is subject to any order of any court or Governmental Entity or tribunal under any Environmental Law or relating to the cleanup of any Hazardous Materials, except for any such matters as do not and are not reasonably likely to have a Parent Material Adverse Effect. (d) Parent has delivered to, or otherwise made available for inspection by, the Company true, complete and correct copies and results of any material reports, studies, analyses, tests or monitoring possessed or initiated by Parent pertaining to Hazardous Materials in, on, beneath or adjacent to any property currently or formerly owned, operated or leased by INT'X.xxx; (iv) INT'X.xxx has not conducted, nor is it aware of, Parent or any environmental investigations, studies, audits, tests, reviews or analyses, the purpose of which was to discover, identifyits Subsidiaries, or otherwise characterize the condition of the soil, groundwater, air or the presence of Hazardous Materials at any real property owned, operated or leased by INT'X.xxx; and (v) to the knowledge of INT'X.xxx and its Subsidiaries there are no "Environmental Liabilities". For purposes of this Agreement, "ENVIRONMENTAL LIABILITIES" are any claims, demands, or liabilities under Environmental Laws which (i) arise out of or in any way relate to INT'X.xxx's or its Subsidiary's operations or activities, regarding Parent’s or any real property at any time owned, operated of its Subsidiaries’ compliance with or leased by INT'X.xxx liability or a Subsidiary, or any stockholder's use or ownership thereof, whether vested or unvested, contingent or fixed, actual or potential, and (ii) arise from or relate to actions occurring (including any failure to act) or conditions existing on or before the Closing Datepotential liability under applicable Environmental Laws.

Environmental Matters. INT'X.xxx and its Subsidiaries Except (i) as set forth on Schedule 4.16, (ii) as would not reasonably be expected, individually or in the aggregate, to have complied in all material respects with all applicable federala Buyer Material Adverse Effect, state and local laws (including, without limitation, case law, rules, regulations, orders, judgments, decrees, permits, licenses and governmental approvals) which are intended to protect the environment and/or human health or safety (collectively, "ENVIRONMENTAL LAWS"); neither INT'X.xxx nor any Subsidiary has handled, generated, used, stored, transported or disposed of any material, substance or waste which is regulated by Environmental Laws ("HAZARDOUS MATERIALS"), except for ordinary office and/or office-cleaning supplies, products, equipment, fluids and wastes customarily found, and in quantities customarily found, in a commercial office setting, which have been used in compliance with Environmental Laws; (iii) as disclosed in any Report filed prior to the knowledge date of INT'X.xxx this Agreement: (a) each of Timken and its Subsidiaries there material subsidiaries is not nowand has been in material compliance with all Environmental Laws and any Permits required pursuant to Environmental Law; (b) none of Timken nor its material subsidiaries has received notice of any Environmental Claim or, nor has there ever beento the Knowledge of the Buyers, any underground storage tank threatened Environmental Claim regarding the business of the Buyers or asbestos on any real property currently or formerly owned, operated or leased used by INT'X.xxx; Timken or its material subsidiaries; (ivc) INT'X.xxx none of Timken nor any of its material subsidiaries has not conductedentered into, nor has agreed to, or is it aware ofsubject to, any environmental investigationsGovernmental Order under any Environmental Law regarding either the Business or any property currently or formerly owned, studiesoperated or used by Timken or its material subsidiaries; (d) none of Timken nor its material subsidiaries has Released any Hazardous Materials in violation of Environmental Law or in a manner that would reasonably be expected to result in Liability under Environmental Law, audits, tests, reviews or analyses, and to the purpose of which was to discover, identify, or otherwise characterize the condition Knowledge of the soilBuyers, groundwater, air or the presence no other Person has caused a Release of any Hazardous Materials at any real property ownedcurrently owned or operated by Timken or any of its material subsidiaries in violation of Environmental Law or in a manner that would reasonably be expected to result in Liability under Environmental Law; (e) no property currently owned or operated by Timken or any of its material subsidiaries: (i) is listed or, operated to the Knowledge of the Buyers, proposed for listing on the National Priorities List, the Comprehensive Environmental Response, Compensation, and Liability Information System, the National Corrective Action Priority System or leased by INT'X.xxxany similar Governmental Authority's list of sites at which remedial action is or may be necessary or (ii) contains asbestos or asbestos-containing materials, in either case in a condition constituting a violation of Environmental Law; and and (vf) to the knowledge Knowledge of INT'X.xxx and the Buyers, none of Timken nor its Subsidiaries there are no "Environmental Liabilities". For purposes material subsidiaries will require a capital expenditure or annual operating expense increase during any of this Agreement, "ENVIRONMENTAL LIABILITIES" are any claims, demands, or liabilities under the next two fiscal years to achieve compliance with Environmental Laws which (i) arise out of or in any way relate would reasonably be expected to INT'X.xxx's or its Subsidiary's operations or activities, or any real property at any time owned, operated or leased by INT'X.xxx or have a Subsidiary, or any stockholder's use or ownership thereof, whether vested or unvested, contingent or fixed, actual or potential, and (ii) arise from or relate to actions occurring (including any failure to act) or conditions existing on or before the Closing DateBuyer Material Adverse Effect.

Environmental Matters. INT'X.xxx (a) Except for those matters that have not had and would not be reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect: (i) Parent and its Subsidiaries and their respective operations and assets are in compliance with all Environmental Laws and Environmental Permits; (ii) Parent and its Subsidiaries have complied in obtained all material respects with all applicable federal, state and local laws (including, without limitation, case law, rules, regulations, orders, judgments, decrees, permits, licenses and governmental approvals) which are intended to protect the environment and/or human health or safety (collectively, "ENVIRONMENTAL LAWS"); neither INT'X.xxx nor any Subsidiary has handled, generated, used, stored, transported or disposed of any material, substance or waste which is regulated by Environmental Permits required under Environmental Laws ("HAZARDOUS MATERIALS"), except for ordinary office and/or office-cleaning supplies, products, equipment, fluids and wastes customarily found, and in quantities customarily found, in a commercial office setting, which have been used in compliance with Environmental Laws; to operate the business as currently operated; (iii) Parent and its Subsidiaries are not subject to Proceeding under Environmental Laws that have any payments or obligations outstanding or unfulfilled; (iv) since January 1, 2014, none of Parent or any of its Subsidiaries has received any written notice from any Governmental Entity or any third party alleging, with respect to any such entity or any of their respective assets, real properties (whether owned or leased or formerly owned or leased) or operations, the violation of or liability under any Environmental Law (including liability as a potentially responsible party under CERCLA or any analogous state laws) or any Environmental Permit that remains pending or unresolved; (v) there are no Proceedings pending, or, to the knowledge of INT'X.xxx and Parent, threatened by a Governmental Entity or other third party against Parent or its Subsidiaries that allege a violation of or liability under any Environmental Law, and, to the knowledge of Parent, there is not noware no existing facts or circumstances that would reasonably be expected to give rise to any such Proceeding; (vi) there have been no Releases of Hazardous Materials at any property currently or, nor has there ever beento the knowledge of Parent, any underground storage tank or asbestos on any real property formerly owned, operated or leased otherwise used by INT'X.xxxParent or any of its Subsidiaries, or, to the knowledge of Parent, by any predecessors of Parent or any Subsidiary of Parent, which Releases are reasonably likely to result in liability to Parent under Environmental Law, and neither Parent nor any of its Subsidiaries has received any written notice asserting a liability or obligation under any Environmental Laws with respect to the investigation, remediation, removal, or monitoring of the Release of any Hazardous Materials at or from any property currently or formerly owned, operated, or otherwise used by Parent, or at or from any off-site location where Hazardous Materials from Parent’s operations have been sent for treatment, disposal storage or handling; and (ivvii) INT'X.xxx has not conducted, nor is it aware of, any there have been no environmental investigations, studies, audits, tests, reviews or analyses, other analyses conducted during the purpose of which was to discover, identifypast three (3) years by or on behalf of, or otherwise characterize that are in the condition of the soilpossession of, groundwater, air Parent or the presence of Hazardous Materials at its Subsidiaries addressing potentially material environmental matters with respect to any real property owned, operated or leased otherwise used by INT'X.xxx; and (v) any of them that have not been delivered or otherwise made available to the knowledge of INT'X.xxx and Company prior to the date hereof. (b) Except as expressly set forth in this Section 5.14, neither Parent nor its Subsidiaries there are no "Environmental Liabilities". For purposes of this Agreement, "ENVIRONMENTAL LIABILITIES" are make any claims, demands, representation or liabilities under Environmental Laws which (i) arise out of warranty regarding compliance or in any way relate failure to INT'X.xxx's or its Subsidiary's operations or activitiescomply with, or any real property at any time owned, operated or leased by INT'X.xxx or a Subsidiary, or any stockholder's use or ownership thereof, whether vested or unvested, contingent or fixed, actual or potentialcontingent liability under, and (ii) arise from or relate to actions occurring (including any failure to act) or conditions existing on or before the Closing DateEnvironmental Law.

Environmental Matters. INT'X.xxx Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent or as set forth in Section 4.11 of the Parent Disclosure Schedule: (a) Parent and each of its Subsidiaries (1) are in compliance with all, and, to the knowledge of Parent, are not subject to any liability with respect to any, applicable Environmental Laws, (2) hold or have complied applied for all Environmental Permits necessary to conduct their current operations and (3) are in all material respects compliance with all applicable federal, state their respective Environmental Permits and local laws such Environmental Permits are in full force and effect. (including, without limitation, case law, rules, regulations, orders, judgments, decrees, permits, licenses and governmental approvalsb) which are intended to protect the environment and/or human health or safety (collectively, "ENVIRONMENTAL LAWS"); neither INT'X.xxx Neither Parent nor any Subsidiary of its Subsidiaries has handledreceived any written notice, generateddemand, usedletter, stored, transported claim or disposed request for information alleging that Parent or any of its Subsidiaries is in violation of any materialEnvironmental Law or liable for remediation, substance cost recovery or waste which contribution under CERCLA. (c) Neither Parent nor any of its Subsidiaries (1) has entered into or agreed to any consent decree or order or is regulated by Environmental Laws ("HAZARDOUS MATERIALS")subject to any judgment, except for ordinary office and/or office-cleaning supplies, products, equipment, fluids and wastes customarily found, and in quantities customarily found, in a commercial office setting, which have been used in decree or judicial order relating to compliance with Environmental Laws; (iii) , Environmental Permits or the investigation, sampling, monitoring, treatment, remediation, removal or cleanup of Hazardous Materials and, to the knowledge of INT'X.xxx and its Subsidiaries there Parent, no investigation, litigation or other proceeding is not nowpending or threatened in writing with respect thereto, nor has there ever been, or (2) is an indemnitor in connection with any underground storage tank claim threatened or asbestos on asserted in writing by any third-party indemnitee for any liability under any Environmental Law or relating to any Hazardous Materials. (d) None of the real property owned, operated owned or leased by INT'X.xxx; (iv) INT'X.xxx has not conductedParent or any Company Subsidiary is listed or, nor is it aware of, any environmental investigations, studies, audits, tests, reviews or analyses, the purpose of which was to discover, identify, or otherwise characterize the condition of the soil, groundwater, air or the presence of Hazardous Materials at any real property owned, operated or leased by INT'X.xxx; and (v) to the knowledge of INT'X.xxx and its Subsidiaries Parent, proposed for listing on the "National Priorities List" under CERCLA, as updated through the date hereof, or any similar state or foreign list of sites requiring investigation or cleanup. (e) To the knowledge of Parent, there are no "Environmental Liabilities". For purposes of this Agreement, "ENVIRONMENTAL LIABILITIES" underground storage tanks or above-ground storage tanks located on any Parent Real Property which are any claims, demandsnow, or liabilities under Environmental Laws which in the past were, used to store Hazardous Materials. "Parent Real Property" shall mean all real property (i) arise out of that is owned or in any way relate to INT'X.xxx's or its Subsidiary's operations or activities, used by Parent or any real property at any time owned, operated of its Subsidiaries or leased by INT'X.xxx or a Subsidiary, that is reflected as an asset of Parent or any stockholder's use or ownership thereofof its Subsidiaries on the audited balance sheet of Parent as of December 31, whether vested or unvested, contingent or fixed, actual or potential, 2003 and (ii) arise from formerly owned or relate to actions occurring (including any failure to act) operated by Parent or conditions existing on or before the Closing Dateits Subsidiaries.

Environmental Matters. INT'X.xxx and its Subsidiaries have complied Except as provided on Section 4.19 of the Disclosure Letter: (a) Each Banner Company is currently in compliance with all applicable Environmental Law in all material respects and, to Seller’s Knowledge, there are not any facts, conditions or circumstances that are reasonably likely to impair, interfere, or prevent such compliance in the future. (b) Each Banner Company possesses and is in compliance with all Licenses that are required for the operation of the Business under any applicable federalEnvironmental Law and, state and local laws to Seller’s Knowledge, the Business of the Banner Companies is not restricted by any zoning plan (includingbestemmingsplan), without limitationregulation or condition applicable to any License, case lawnor is such restriction expected to occur. To Seller’s Knowledge, rulesthere are not any facts, regulationsconditions or circumstances that are reasonably likely to give rise to any such Orders, ordersActions or Proceedings in the future. (c) There are no pending Orders, judgmentsnor to Seller’s Knowledge, decreesthreatened Orders, permitsActions or Proceedings, licenses and governmental approvalsby or before any Governmental Authority or any third party directed against or involving any Banner Company that pertain to (i) which are intended to protect the environment and/or human health any potential or safety alleged obligations or liabilities under any applicable Environmental Law or (collectively, "ENVIRONMENTAL LAWS"); neither INT'X.xxx nor any Subsidiary has handled, generated, used, stored, transported ii) potential or disposed alleged violations of any material, substance or waste which is regulated by Environmental Laws ("HAZARDOUS MATERIALS"), except for ordinary office and/or office-cleaning supplies, products, equipment, fluids and wastes customarily foundLaw, and in quantities customarily foundthere are no such Orders, in a commercial office setting, Actions or Proceedings which have been used in compliance with resolved, but for which continuing obligations of such applicable Banner Company exist. (d) Since January 1, 2008, no Banner Company: (i) has received notice that any existing License that was obtained under any Environmental LawsLaw has or will be revoked, materially modified, withheld or suspended by any Governmental Authority; (ii) has been or is currently operating or required to be operating under, or subject to any outstanding Order or agreement pertaining to matters regulated by any Environmental Law; or (iii) to the knowledge of INT'X.xxx and its Subsidiaries there is not nowhas received notice from any Governmental Authority or third party alleging any noncompliance with, nor has there ever beenor any liability or potential liability pursuant to, any underground storage tank Environmental Law or any Licenses issued pursuant thereto, which remains unresolved. (e) There are no asbestos on or asbestos-containing materials, manufactured mineral fiber materials or polychlorinated biphenyl building materials installed in any real buildings currently or previously owned or, to Seller’s Knowledge, leased by any Banner Company. (f) No Banner Company has received any notice that any property now or previously owned, operated or leased by INT'X.xxx; such Banner Company is listed or is proposed for listing on the National Priorities List pursuant to the Comprehensive Environmental Response, Compensation and Liability Act, as amended (iv) INT'X.xxx has not conducted“CERCLA”), nor is it aware ofthe Comprehensive Environmental Response, Compensation and Liability Information System List (“CERCLIS”), any environmental investigations, studies, audits, tests, reviews registry of contaminated land sites or analyses, on any similar state or foreign list of sites requiring investigation or cleanup; and no Encumbrance has been filed against either the purpose personal or real property of which was to discover, identify, or otherwise characterize the condition any of the soilBanner Companies under any Environmental Law, groundwaterregulation promulgated thereunder or order issued with respect thereto. (g) Banner Europe has identified all chemical substances that must be registered under the European Union’s Registration, air Evaluation and Authorization of Chemicals (REACH) Directive and all such chemical substances have been registered. (h) No underground storage tanks are located at any property now owned or leased by any Banner Company. All above-ground storage tanks located on any property now or, to Seller’s Knowledge, previously owned, leased or operated by any Banner Company have been used and maintained by the presence Banner Companies in compliance with all applicable Legal Requirements, and no leakage or spillage by the Banner Companies has occurred with respect to any such storage tank. (i) Seller has disclosed or made available to Buyer any and all material written information relating to compliance with Environmental Laws or to environmental conditions in, on, under or from any Owner Real Property or Leased Real Property of any Banner Company as of the date hereof that is known to Seller and that is contained in files and records of Seller, including but not limited to any reports related to Hazardous Materials at Substances in, on, under or from any real property owned, operated or leased by INT'X.xxx; and (v) and/or to the knowledge environmental condition of INT'X.xxx and its Subsidiaries there any Owned Real Property or Leased Real Property by any Banner Company as of the date hereof. (j) No Hazardous Substances are no "Environmental Liabilities". For purposes of this Agreementpresent, "ENVIRONMENTAL LIABILITIES" are any claimson, demandsin or under the Owned Real Property or, or liabilities under Environmental Laws which (i) arise out of or in any way relate to INT'X.xxx's or its Subsidiary's operations or activitiesSeller’s Knowledge, the Leased Real Property or any other real property at any time period owned, operated leased or leased used by INT'X.xxx any of the Banner Companies and no such Hazardous Substances may cause or have caused the pollution of or a Subsidiarynuisance for any neighboring real property. (k) All waste generated by any of the Banner Companies has been transported, stored, treated or disposed of in such a way that none of the Banner Companies has incurred or may incur any stockholder's use civil, criminal or ownership thereof, whether vested administrative liability under Environmental Law or unvested, contingent be or fixed, actual become under an obligation to investigate or potential, and (ii) arise from or relate to actions occurring (including any failure to act) or conditions existing on or before the Closing Datecleanup.

Environmental Matters. INT'X.xxx Except as disclosed on Section 4.14 of the Parent Disclosure Letter or in the Parent SEC Reports and its Subsidiaries except as could not reasonably be expected to have complied a Material Adverse Effect on the Parent: (a) Neither the Parent nor any Parent Subsidiary is or has been in violation in any material respect of any applicable Safety and Environmental Law. (b) The Parent and each Parent Subsidiary have all Permits required pursuant to Safety and Environmental Laws that are material to the conduct of the business of the Parent or any Parent Subsidiary, all such Permits are in full force and effect, no action or proceeding to revoke, limit or modify any of such Permits is pending, and the Parent and each Parent Subsidiary is in compliance in all material respects with all applicable federal, state terms and local laws conditions thereof. (including, without limitation, case law, rules, regulations, orders, judgments, decrees, permits, licenses and governmental approvalsc) which are intended to protect Neither the environment and/or human health or safety (collectively, "ENVIRONMENTAL LAWS"); neither INT'X.xxx Parent nor any Parent Subsidiary has handledreceived, generatedor expects to receive due to the consummation of the Agreement, usedany material Environmental Claim. (d) To the Parent's knowledge, storedthere is not now and has not been at any time in the past a Release or threatened Release of Hazardous Substances into the Environment for which the Parent or any Parent Subsidiary may be directly or indirectly responsible. (e) To the Parent's knowledge, transported there is not now and has not been at any time in the past at, on or disposed in any of the real properties owned, leased or operated by the Parent or any Parent Subsidiary, and, to the Parent's knowledge, was not at, on or in any real property previously owned, leased or operated by the Parent or any Parent Subsidiary or any predecessor: (i) any generation, use, handling, Release, treatment, recycling, storage or disposal of any materialHazardous Substances, substance (ii) any underground storage tank, surface impoundment, lagoon or waste which is regulated by Environmental Laws other containment facility ("HAZARDOUS MATERIALS")past or present) for the temporary or permanent storage, except for ordinary office and/or office-cleaning suppliestreatment or disposal of Hazardous Substances, products, equipment, fluids and wastes customarily found, and in quantities customarily found, in a commercial office setting, which have been used in compliance with Environmental Laws; (iii) to the knowledge of INT'X.xxx and its Subsidiaries there is not nowany asbestos-containing material in a condition requiring abatement, nor has there ever been, any underground storage tank or asbestos on any real property owned, operated or leased by INT'X.xxx; (iv) INT'X.xxx has not conducted, nor is it aware of, any environmental investigations, studies, audits, tests, reviews Release or analyses, the purpose of which was to discover, identifythreatened Release, or otherwise characterize any visible signs of Releases or threatened Releases, of a Hazardous Substance to the condition of the soilEnvironment in form or quantity requiring remedial action under Safety and Environmental Laws, groundwater, air or the presence of Hazardous Materials at any real property owned, operated or leased by INT'X.xxx; and (v) to the knowledge of INT'X.xxx any Hazardous Substances present at such property, excepting such quantities as are handled in accordance with all applicable manufacturer's instructions and its Subsidiaries there are no "Environmental Liabilities". For purposes of this Agreement, "ENVIRONMENTAL LIABILITIES" are any claims, demands, or liabilities under Safety and Environmental Laws which (i) arise out of or and in any way relate to INT'X.xxx's or its Subsidiary's operations or activities, or any real property at any time owned, operated or leased by INT'X.xxx or a Subsidiary, or any stockholder's use or ownership thereof, whether vested or unvested, contingent or fixed, actual or potentialproper storage containers, and (ii) arise from or relate to actions occurring (including any failure to act) or conditions existing on or before as are necessary for the Closing Dateoperations of the Parent and the Parent Subsidiaries.

Environmental Matters. INT'X.xxx Except as disclosed in the Parent’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010, or as would not be reasonably expected to have a Material Adverse Effect: (a) neither any Oil and its Subsidiaries have complied Gas Property of the Parent or any Restricted Subsidiary nor the operations conducted by the Parent or any Restricted Subsidiary thereon, and, to the knowledge of the Parent, no operations of any prior owner, lessee, or operator of any such properties (i) is in violation of any order or requirement relating to Environmental Laws of any court or Governmental Authority or any Environmental Laws or (ii) to the knowledge of the Parent, has been in violation of any order or requirement relating to Environmental Laws of any court or Governmental Authority or any Environmental Laws; (b) neither the Parent nor any Restricted Subsidiary nor any Oil and Gas Property of the Parent or any Restricted Subsidiary nor the operations currently conducted thereon or, to the knowledge of the Parent, conducted thereon by any prior owner or operator of such Oil and Gas Property or operation, are subject to any existing, pending or, to the Parent’s knowledge, threatened Environmental Complaint; (c) all material respects notices, permits, licenses, exemptions, approvals or similar authorizations, if any, required by Environmental Laws to be obtained or filed in connection with the operation or use of any and all applicable federalOil and Gas Property of the Parent and each Restricted Subsidiary, state and local laws (including, without limitation, case lawany past or present treatment, rulesstorage, regulationsdisposal or release into the environment of a Hazardous Material, ordershave been duly obtained or filed, judgments, decreesand the Parent and each Restricted Subsidiary are in compliance with the terms and conditions of all such notices, permits, licenses and governmental approvalssimilar authorizations; (d) which are intended all Hazardous Materials, if any, generated at any and all Oil and Gas Property of the Parent or any Restricted Subsidiary by the Parent or any Restricted Subsidiary in the past have been transported, treated and disposed of in accordance with Environmental Laws and, to protect the environment and/or human knowledge of the Parent, do not pose an imminent and substantial endangerment to public health or safety (collectivelywelfare or the environment, "ENVIRONMENTAL LAWS"); neither INT'X.xxx nor any Subsidiary has handledand, generated, used, stored, transported or disposed to the knowledge of any material, substance or waste which is regulated by Environmental Laws ("HAZARDOUS MATERIALS"), except for ordinary office and/or office-cleaning supplies, products, equipment, fluids and wastes customarily found, and in quantities customarily foundthe Parent, in a commercial office settingconnection with such transport, which treatment and disposal, all such transport carriers and treatment and disposal facilities have been used and are operating in compliance with Environmental Laws; , do not pose an imminent and substantial endangerment to public health or welfare or the environment and are not the subject of any existing, pending or threatened action, investigation or inquiry by any Governmental Authority in connection with any Environmental Laws; (iiie) to the knowledge of INT'X.xxx Parent’s knowledge, there has been no Hazardous Discharge on or to any Oil and its Subsidiaries there is not now, nor has there ever been, any underground storage tank or asbestos on any real property owned, operated or leased by INT'X.xxx; (iv) INT'X.xxx has not conducted, nor is it aware of, any environmental investigations, studies, audits, tests, reviews or analyses, the purpose of which was to discover, identify, or otherwise characterize the condition Gas Property of the soilParent or any Restricted Subsidiary, groundwaterin each case, air except in compliance with Environmental Laws and so as not to pose an imminent and substantial endangerment to public health or welfare or the presence of Hazardous Materials at any real property owned, operated or leased by INT'X.xxxenvironment; and and (vf) to the knowledge of INT'X.xxx and its Subsidiaries there are no "Environmental Liabilities". For purposes of this AgreementParent’s knowledge, "ENVIRONMENTAL LIABILITIES" are neither the Parent nor any claims, demands, or liabilities Restricted Subsidiary has any contingent liability under Environmental Laws which (i) arise out of or Law in connection with any way relate to INT'X.xxx's or its Subsidiary's operations or activities, or any real property at any time owned, operated or leased by INT'X.xxx or a Subsidiary, or any stockholder's use or ownership thereof, whether vested or unvested, contingent or fixed, actual or potential, and (ii) arise from or relate to actions occurring (including any failure to act) or conditions existing on or before the Closing DateHazardous Discharge.

Environmental Matters. INT'X.xxx (a) Except as set forth in Section 6.15 of the NAM Disclosure Letter, NAM and its Subsidiaries have complied each Subsidiary of NAM has been since January 1, 2016 and is in all material respects compliance with all Environmental Laws, which compliance includes the possession by NAM each Subsidiary of NAM of all NAM Permits required under applicable federal, state and local laws (including, without limitation, case law, rules, regulations, orders, judgments, decrees, permits, licenses and governmental approvals) which are intended to protect the environment and/or human health or safety (collectively, "ENVIRONMENTAL LAWS"); neither INT'X.xxx nor any Subsidiary has handled, generated, used, stored, transported or disposed of any material, substance or waste which is regulated by Environmental Laws ("HAZARDOUS MATERIALS")and compliance with the terms and conditions thereof, in each case, except for ordinary office and/or officesuch matters as, individually or in the aggregate, have not had and are not reasonably likely to have a NAM Material Adverse Effect. To the knowledge of NAM, there are no past or present facts, conditions or circumstances that interfere with the conduct of any of their respective businesses in the manner now conducted or which interfere with continued compliance with any Environmental Law currently in effect, except for any non-cleaning suppliescompliance or interference that, productsindividually or in the aggregate, equipmenthas not had and is not reasonably likely to have a NAM Material Adverse Effect. (b) Except as set forth in Section 6.15 of the NAM Disclosure Letter, fluids and wastes customarily found(i) no judicial or administrative proceedings or governmental investigations are pending or, to the knowledge of NAM, threatened against NAM or its Subsidiaries that allege the violation of or seek to impose liability pursuant to any Environmental Law, and in quantities customarily found, in a commercial office setting, which have been used in compliance with Environmental Laws; (iiiii) to the knowledge of INT'X.xxx and NAM or its Subsidiaries Subsidiaries, there is not noware no past or present facts, nor has there ever beenconditions or circumstances at, any underground storage tank on or asbestos on any real property owned, operated or leased by INT'X.xxx; (iv) INT'X.xxx has not conducted, nor is it aware arising out of, any environmental investigations, studies, audits, tests, reviews or analyses, the purpose of which was to discover, identify, or otherwise characterize associated with, any current or former businesses, assets or properties of NAM or any Subsidiary of NAM, including but not limited to on-site or off-site disposal, release or spill of any Hazardous Materials, in each case, which violate Environmental Law or are reasonably likely to give rise under Environmental Law to (A) costs, expenses, liabilities or obligations for any investigations, monitoring cleanup, remediation, disposal or corrective action, (B) claims arising for personal injury, property damage or damage to natural resources, or (C) fines, penalties or injunctive relief, except in the condition case of clauses (b)(i) and (b)(ii) for such matters as, individually or in the aggregate, have not had and are not reasonably likely to have a NAM Material Adverse Effect. (c) Except as set forth in Section 6.15 of the soilNAM Disclosure Letter, groundwater, air or the presence neither NAM nor any of Hazardous Materials at any real property owned, operated or leased by INT'X.xxx; and (v) to the knowledge of INT'X.xxx and its Subsidiaries there are no "Environmental Liabilities". For purposes of this Agreementhas since January 1, "ENVIRONMENTAL LIABILITIES" are any claims, demands, or liabilities under Environmental Laws which 2016 (i) arise out received any notice of or in any way relate to INT'X.xxx's or its Subsidiary's operations or activitiesnoncompliance with, violation of, or liability or potential liability under any real property at any time owned, operated Environmental Law or leased by INT'X.xxx or a Subsidiary, or any stockholder's use or ownership thereof, whether vested or unvested, contingent or fixed, actual or potential, and (ii) arise from entered into any consent decree or relate order or is subject to actions occurring any order of any court or governmental authority or tribunal under, or is otherwise subject to any indemnity or other agreement with any third person relating to a liability or obligation under, any Environmental Law or relating to the cleanup of any Hazardous Materials, except in the case of clauses (including any failure c)(i) and (c)(ii) for such matters as have not had and are not reasonably likely to act) or conditions existing on or before the Closing Datehave a NAM Material Adverse Effect.

Environmental Matters. INT'X.xxx and its Subsidiaries have complied (a) Except as disclosed in all material respects with all applicable federalthe Parent SEC Reports filed prior to the date of this Agreement, state and local laws (includingthere is no suit, without limitationaction, case lawproceeding or inquiry pending or, rules, regulations, orders, judgments, decrees, permits, licenses and governmental approvals) which are intended to protect the environment and/or human health or safety (collectively, "ENVIRONMENTAL LAWS"); neither INT'X.xxx nor any Subsidiary has handled, generated, used, stored, transported or disposed of any material, substance or waste which is regulated by Environmental Laws ("HAZARDOUS MATERIALS"), except for ordinary office and/or office-cleaning supplies, products, equipment, fluids and wastes customarily found, and in quantities customarily found, in a commercial office setting, which have been used in compliance with Environmental Laws; (iii) to the knowledge of INT'X.xxx and Parent, threatened before any court, Governmental Entity or other forum in which Parent, any of its Subsidiaries there is not nowor any of its former Subsidiaries or businesses has been or, nor has there ever beenwith respect to threatened suits, actions and proceedings, may be named as a defendant (i) for alleged noncompliance with any Environmental Law with respect to any of Parent's or any of its Subsidiaries' properties or any other properties or (ii) relating to the release into the environment of, or human exposure to, any underground storage tank Hazardous Substances, whether or asbestos on any real property not occurring at, on, under or involving a site currently or formerly owned, leased or operated or leased by INT'X.xxx; (iv) INT'X.xxx has not conducted, nor is it aware ofParent, any environmental investigationsof its Subsidiaries or any of its former Subsidiaries or businesses, studiesexcept for any such suits, auditsactions, testsproceedings and inquiries which, reviews individually or analysesin the aggregate, are not reasonably likely to have a Material Adverse Effect on Parent. (b) Except as disclosed in the purpose Parent SEC Reports filed prior to the date of which was to discoverthis Agreement, identify(i) during the period of ownership or operation by Parent, any of its Subsidiaries or otherwise characterize the condition any of the soilits former Subsidiaries or businesses or any of their respective currently or formerly owned, groundwaterleased or operated properties, air or the presence there have been no releases of Hazardous Materials at any real property ownedSubstances in, operated on, under or leased by INT'X.xxx; and (v) affecting such properties or, to the knowledge of INT'X.xxx and its Subsidiaries there are no "Environmental Liabilities". For purposes of this AgreementParent, "ENVIRONMENTAL LIABILITIES" are any claimssurrounding site, demandsexcept in each case for those which, or liabilities under Environmental Laws which (i) arise out of individually or in any way relate the aggregate, are not reasonably likely to INT'X.xxx's or its Subsidiary's operations or activities, or any real property at any time owned, operated or leased by INT'X.xxx or have a Subsidiary, or any stockholder's use or ownership thereof, whether vested or unvested, contingent or fixed, actual or potentialMaterial Adverse Effect on Parent, and (ii) arise from prior to the period of ownership or relate operation by Parent, any of its Subsidiaries or any of its former Subsidiaries or businesses of any of such properties, to actions occurring the knowledge of Parent, there were no releases of Hazardous Substances in, on, under or affecting any such property or any surrounding site, except in each case for those which, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect on Parent. (including c) Except as disclosed in the Parent SEC Reports filed prior to the date of this Agreement, neither Parent nor any failure of its Subsidiaries is subject to act) any order, decree, injunction or conditions existing other arrangement with any Governmental Entity or any indemnity or other agreement with any third party relating to liability under any Environmental Law with respect to any of Parent's or any of its Subsidiaries' properties or any other properties or relating to any Hazardous Substances, except for any such order, decree, injunction, arrangement, indemnity or other agreement which, individually or in the aggregate, is not reasonably likely to have a Material Adverse Effect on or before the Closing DateParent.

Environmental Matters. INT'X.xxx Except as disclosed on Schedule 5.17 of the Parent Disclosure Letter and for those matters that have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect: (a) Parent and its Subsidiaries have complied in all material respects with all applicable federal, state and local laws (including, without limitation, case law, rules, regulations, orders, judgments, decrees, permits, licenses their respective operations and governmental approvals) which assets are intended to protect and during the environment and/or human health or safety (collectively, "ENVIRONMENTAL LAWS"); neither INT'X.xxx nor any Subsidiary has handled, generated, used, stored, transported or disposed relevant statute of any material, substance or waste which is regulated by Environmental Laws ("HAZARDOUS MATERIALS"), except for ordinary office and/or office-cleaning supplies, products, equipment, fluids and wastes customarily found, and in quantities customarily found, in a commercial office setting, which limitations period have been used in compliance with Environmental Laws; ; (b) Parent and its Subsidiaries have obtained and are and for the three years prior to the entry into this Agreement have been in compliance with all Environmental Permits, and all Environmental Permits are valid and in good standing; (c) Parent and its Subsidiaries are not subject to any pending or, to Parent’s knowledge, Threatened Proceedings under Environmental Laws; (d) there is no pending modification, renewal or application for any Environmental Permit relating to the business or activities of Parent as currently conducted with respect to which Parent or any of its Affiliates has received a written communication or otherwise has knowledge that it will not be granted on a timely basis; (e) to Parent’s knowledge, (i) there have been no Releases or Threatened Releases of Hazardous Materials at any property currently or formerly owned, operated, leased or otherwise used by Parent or any of its Subsidiaries, or at or from any offsite location where Hazardous Materials from Parent’s or its Subsidiaries’ operations have been sent for treatment, disposal, storage or handling, and (ii) neither Parent nor any of its Subsidiaries have generated, used, treated, stored, disposed of (including by granting any license or abandonment) or arranged for the disposal of, transported, handled, manufactured, or exposed any Person to, any Hazardous Materials, which in the case of clause (i) or (ii), has resulted or would be reasonably likely to result in Liability to Parent or any of its Subsidiaries (or any predecessor thereof) under Environmental Law; (f) Parent and its Subsidiaries are not subject to any outstanding Encumbrances or Proceedings by any Governmental Entity or any Person respecting (i) Environmental Laws, (ii) Remedial Actions or (iii) any Environmental Claims and, to the knowledge of INT'X.xxx Parent, no such Environmental Claims are Threatened. As of the entry into this Agreement, neither Parent nor any of its Subsidiaries has received any written notice or communication from any Person asserting a Liability or obligation under any Environmental Laws with respect to the investigation, remediation, removal, or monitoring of the Release of any Hazardous Materials at or from any property currently or formerly owned, operated, leased or otherwise used by Parent, or at or from any offsite location where Hazardous Materials from Parent’s or its Subsidiaries’ operations have been sent for treatment, disposal, storage or handling; (g) none of Parent or any of its Subsidiaries is involved in any remediation, reclamation or other environmental operations outside the Ordinary Course; (h) Parent and its Subsidiaries there is not nowhave completed all mine reclamation, nor decommissioning and rehabilitation required by any Governmental Entity and applicable Law; (i) no Encumbrance pursuant to any Environmental Law has there ever been, any underground storage tank or asbestos been imposed on any real property ownedof the Parent Real Property, operated and no Financial Assurance obligation for mine reclamation or leased otherwise required by INT'X.xxx; Environmental Law is unsatisfied; (ivj) INT'X.xxx has not conductedas of the entry into this Agreement, nor is it aware of, any there have been no environmental investigations, studies, audits, tests, reviews or analyses, other analyses conducted during the purpose of which was to discover, identifypast three years by or on behalf of, or otherwise characterize that are in the condition of the soilpossession of, groundwater, air Parent or the presence of Hazardous Materials at its Subsidiaries addressing potentially material environmental matters with respect to any real property owned, operated or leased otherwise used by INT'X.xxx; and (v) any of them that have not been delivered or otherwise made available to the knowledge of INT'X.xxx Company prior to the entry into this Agreement; and (k) Parent and its Subsidiaries there are no "have not assumed, undertaken, become subject to or provided an indemnity with respect to any Liability of any other Person relating to any Environmental Liabilities". For purposes of this Agreement, "ENVIRONMENTAL LIABILITIES" are any claims, demands, Law or liabilities under Environmental Laws which (i) arise out of or in any way relate to INT'X.xxx's or its Subsidiary's operations or activities, or any real property at any time owned, operated or leased by INT'X.xxx or a Subsidiary, or any stockholder's use or ownership thereof, whether vested or unvested, contingent or fixed, actual or potential, and (ii) arise from or relate to actions occurring (including any failure to act) or conditions existing on or before the Closing DateHazardous Materials.

Environmental Matters. INT'X.xxx Except as disclosed on Schedule 3.16, with respect to the Acquired Assets and its Subsidiaries the Business: (a) Sellers, the Acquired Assets and the Business are in material compliance with all Environmental Laws; (b) there is no claim, action, suit, complaint or legal proceeding pending or, to the Knowledge of Parent and Sellers, threatened against Sellers, and neither Parent nor Sellers have complied in received during the past twelve months any other written notice, by any Person alleging a material violation of, or material liability under, any Environmental Law on the part of Sellers, the Acquired Assets or the Business; (c) Neither Parent nor Sellers have not entered into any consent order or other similar agreement with any Governmental Entity that imposes any material obligations on Sellers, Parent, the Acquired Assets or the Business under any Environmental Law; (d) Sellers have furnished or made available to Purchaser all material respects environmental reports and other materials and environmental documents relating to the Acquired Assets and the Business that are in Sellers’ or Parent’s possession or under its reasonable control; (e) except in compliance with applicable Environmental Laws, no portion of the Real Property is being used, has been used by any Seller or Parent, or, to Knowledge of Parent and Sellers has been used by any other person, entity or organization for the purpose of or in any way involving the manufacture, processing, use, generation, release, discharge, spilling, emission, dumping, disposal, storage, treatment, processing or other handling of Hazardous Materials at, on, under or from the Real Property; (f) there are no conditions existing at the Real Property that has resulted in, or which with the giving of notice or the passage of time or both, could reasonably be expected to result in any liability or obligation, arising under Environmental Laws, of the Sellers or Parent; (g) Sellers, the Acquired Assets and the Business have all material permits, licenses, authorizations and approvals necessary for the conduct of its business and operations on, in or at the Real Property which are required under applicable federalEnvironmental Laws (collectively, state the “Environmental Permits”). Sellers, the Acquired Assets and local laws the Business are in material compliance with the terms and conditions of all such Environmental Permits; (h) the execution, delivery and performance of this Agreement and the other transactions contemplated hereby will not require any notification, registration, filing, reporting, disclosure, investigation, remediation or cleanup obligations pursuant to the any requirement of any Governmental Entity or any other Environmental Law, including, without limitation, case lawthe New Jersey Industrial Site Recovery Act (N.J.S.A. §§ 13:1L-6 et seq.) and the Connecticut Real Property Transfer Act, rules, regulations, orders, judgments, decrees, permits, licenses and governmental approvals) which are intended to protect C.G.S.A. 22a-134 et seq. (the environment and/or human health or safety (collectively, "ENVIRONMENTAL LAWS"“Connecticut Transfer Act”); neither INT'X.xxx nor any Subsidiary has handledand (i) notwithstanding anything to the contrary in the foregoing, generatedthe Sellers, usedthe Acquired Assets, stored, transported or disposed of any material, substance or waste which is regulated by Environmental Laws ("HAZARDOUS MATERIALS"), except for ordinary office and/or office-cleaning supplies, products, equipment, fluids the Business and wastes customarily found, their products are and in quantities customarily found, in a commercial office setting, which have been used in compliance with Environmental Laws; all applicable requirements under the Toxic Enforcement Act of 1986 (iii) to the knowledge of INT'X.xxx and its Subsidiaries there is not now, nor has there ever been, any underground storage tank or asbestos on any real property owned, operated or leased by INT'X.xxx; (iv) INT'X.xxx has not conducted, nor is it aware of, any environmental investigations, studies, audits, tests, reviews or analyses, the purpose of which was to discover, identify, or otherwise characterize the condition of the soil, groundwater, air or the presence of Hazardous Materials at any real property owned, operated or leased by INT'X.xxx; and (v) to the knowledge of INT'X.xxx and its Subsidiaries there are no "Environmental Liabilities". For purposes of this Agreement, "ENVIRONMENTAL LIABILITIES" are any claims, demands, or liabilities under Environmental Laws which (i) arise out of or in any way relate to INT'X.xxx's or its Subsidiary's operations or activities, or any real property at any time owned, operated or leased by INT'X.xxx or a Subsidiary, or any stockholder's use or ownership thereof, whether vested or unvested, contingent or fixed, actual or potential, and (ii) arise from or relate to actions occurring (including any failure to act) or conditions existing on or before the Closing DateProposition 65).

Environmental Matters. INT'X.xxx Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect: (a) each of Parent and its Subsidiaries have complied is and has been in all material respects compliance with all applicable federalEnvironmental Laws, state which compliance includes obtaining, maintaining and local laws (includingcomplying with all Parent Permits required to be obtained to own, without limitation, case law, rules, regulations, orders, judgments, decrees, permits, licenses lease and governmental approvals) which operate their properties and assets or to carry on their businesses as they are intended now being conducted pursuant to protect the environment and/or human health or safety (collectively, "ENVIRONMENTAL LAWS"); neither INT'X.xxx nor any Subsidiary has handled, generated, used, stored, transported or disposed of any material, substance or waste which is regulated by applicable Environmental Laws ("HAZARDOUS MATERIALS"“Parent Environmental Permits”); (b) all Parent Environmental Permits are in full force and effect and, except where applicable, applications for ordinary office and/or office-cleaning supplies, products, equipment, fluids and wastes customarily found, and in quantities customarily found, in a commercial office setting, which renewal or amendment thereof have been used timely filed; (c) no suspension or cancellation of any Parent Environmental Permit is pending or, to the knowledge of Parent, threatened in compliance with writing; (d) there has been no Release or arrangement for disposal of any Hazardous Substance by Parent or any of its Subsidiaries or, to the knowledge of Parent, by any other Person that would reasonably be expected to give rise to Parent or any of its Subsidiaries incurring any liability, remedial obligation, or corrective action requirement under applicable Environmental Laws; (iiie) there are no Proceedings pending or, to the knowledge of INT'X.xxx and Parent, threatened in writing against Parent or any of its Subsidiaries there is not now, nor has there ever been, any underground storage tank or asbestos on involving any real property currently or, to the knowledge of Parent, formerly owned, operated or leased by INT'X.xxxor for Parent or any of its Subsidiaries alleging noncompliance with, or liability under, any applicable Environmental Law; (iv) INT'X.xxx has not conducted, nor is it aware of, any environmental investigations, studies, audits, tests, reviews or analyses, the purpose of which was to discover, identify, or otherwise characterize the condition of the soil, groundwater, air or the presence of Hazardous Materials at any real property owned, operated or leased by INT'X.xxx; and (vf) to the knowledge of INT'X.xxx and Parent, no Hazardous Substance has been disposed of, Released or transported on, to or from any properties while owned or operated by Parent or any of its Subsidiaries there are no "or as a result of any operations or activities of Parent or any of its Subsidiaries in violation of any applicable Environmental Liabilities". For purposes Law or in a manner that would reasonably be expected to give rise to Parent or any of this Agreementits Subsidiaries incurring any liability, "ENVIRONMENTAL LIABILITIES" are any claims, demandsremedial obligation, or liabilities corrective action requirement under applicable Environmental Laws which (i) arise out of or in any way relate to INT'X.xxx's or its Subsidiary's operations or activities, or any real property at any time owned, operated or leased by INT'X.xxx or a Subsidiary, or any stockholder's use or ownership thereof, whether vested or unvested, contingent or fixed, actual or potential, Laws; and (iig) arise from neither the Parent nor any of its Subsidiaries has either, expressly or relate to actions occurring (by operation of Law, assumed or undertaken any liability, including any failure obligation for remedial or corrective action, of any other Person relating to act) or conditions existing on or before Environmental Laws, other than in the Closing Dateordinary course of its business.

Environmental Matters. INT'X.xxx (a) Contributor, the Contributor Subsidiaries, and its Subsidiaries their respective operations and assets are, and for the past three years have complied been, in compliance in all material respects with Environmental Laws, which compliance includes, and for the past three years has included, obtaining, maintaining, and complying in all material respects with all applicable federalof the Contributor Permits required under Environmental Law for their respective operations and occupancy of any real property. There is no Proceeding pending, state or to the Contributor’s Knowledge, threatened, that seeks to revoke, terminate or adversely modify any material Contributor Permits required under Environmental Law. (b) Contributor and local laws (includingthe Contributor Subsidiaries are not subject to any pending or, without limitationto Contributor’s Knowledge, case law, rules, regulations, orders, judgments, decrees, permits, licenses and governmental approvals) which are intended to protect the environment and/or human health or safety (collectively, "ENVIRONMENTAL LAWS"); neither INT'X.xxx threatened material Proceedings under Environmental Laws. Neither Contributor nor any Subsidiary of the Contributor Subsidiaries nor any of their respective properties or assets is subject to any outstanding material judgment, Order, injunction, rule, or decree of any Governmental Entity issued under or in relation to Environmental Law. (c) There have been no Releases of Hazardous Materials by Contributor or the Contributor Subsidiaries or, to Contributor’s Knowledge, any other Person at any property currently or, to Contributor’s Knowledge, formerly owned, operated, or otherwise used by Contributor or the Contributor Subsidiaries, or, to Contributor’s Knowledge, by any predecessors of Contributor or any of the Contributor Subsidiaries, which Releases have resulted or would result in material liability to Contributor or any of the Contributor Subsidiaries under Environmental Law, and, as of the Execution Date, neither Contributor nor any of the Contributor Subsidiaries has handledreceived any written notice, the subject matter of which is unresolved, asserting a material violation of, or material liability or obligation under, any Environmental Laws, including with respect to the investigation, remediation, removal, or monitoring of the Release or threatened Release of any Hazardous Materials at or from any property currently or formerly owned, operated, or otherwise used by Contributor or any of the Contributor Subsidiaries, or at or from any offsite location where Hazardous Materials from Contributor’s or the Contributor Subsidiaries’ operations have been sent for treatment, disposal, storage, or handling. (d) Contributor and the Contributor Subsidiaries have not (i) generated, usedtreated, stored, transported arranged for the disposal of, manufactured, distributed, or, to Contributor’s Knowledge, exposed any Person to any Hazardous Materials, so as to result in material liability to Contributor or disposed the Contributor Subsidiaries under Environmental Law, or (ii) assumed, provided an indemnity (excluding reasonable, customary indemnities in master services agreements) with respect to or otherwise become subject to any such material outstanding liability of any material, substance or waste which is regulated by other Person under Environmental Laws Laws. ("HAZARDOUS MATERIALS"), except for ordinary office and/or office-cleaning supplies, products, equipment, fluids and wastes customarily found, and in quantities customarily found, in a commercial office setting, which e) There have been used in compliance with Environmental Laws; (iii) to the knowledge no written reports of INT'X.xxx and its Subsidiaries there is not now, nor has there ever been, any underground storage tank or asbestos on any real property owned, operated or leased by INT'X.xxx; (iv) INT'X.xxx has not conducted, nor is it aware of, any non-privileged environmental investigations, studies, auditssite assessments, testsreviews, reviews or analysesaudits that are in the possession or reasonable control of Contributor or the Contributor Subsidiaries addressing material or potentially material environmental matters with respect to any of their operations or any property owned, the purpose of which was to discover, identifyoperated, or otherwise characterize the condition used by any of the soil, groundwater, air them that have not been delivered or the presence of Hazardous Materials at any real property owned, operated or leased by INT'X.xxx; and (v) otherwise made available to the knowledge Company. Copies of INT'X.xxx any such reports that have been delivered or otherwise made available to the Company were complete and its Subsidiaries there are no "Environmental Liabilities"correct copies. For purposes Except for the representations and warranties contained in Section 3.5, Section 3.6, and Section 3.7, this Section 3.17 contains the sole and exclusive representations and warranties of this Agreement, "ENVIRONMENTAL LIABILITIES" are any claims, demands, or liabilities under Contributor with respect to Environmental Laws which (i) arise out of or in any way relate to INT'X.xxx's or its Subsidiary's operations or activities, or any real property at any time owned, operated or leased by INT'X.xxx or a Subsidiary, or any stockholder's use or ownership thereof, whether vested or unvested, contingent or fixed, actual or potential, and (ii) arise from or relate to actions occurring (including any failure to act) or conditions existing on or before the Closing DateHazardous Materials.

Environmental Matters. INT'X.xxx Except as would not have, individually or in the aggregate, a Devon Material Adverse Effect: (a) there are not any present or, to the knowledge of Devon, past conditions or circumstances that interfere with the conduct of the business of Devon and each of its Subsidiaries in the manner now conducted or which interfere with compliance with any order of any court, governmental authority or arbitration board or tribunal, or any Environmental Law; (b) there are not any present or, to the knowledge of Devon, past conditions or circumstances at, or arising out of, any current or, to the knowledge of Devon, former businesses, assets or properties of Devon or any Subsidiary of Devon, including but not limited to, on-site or off-site disposal or release of any chemical substance, product or waste, which constitute a violation under any Environmental Law or could reasonably be expected to give rise to: (i) liabilities or obligations for any cleanup, remediation, disposal or corrective action under any Environmental Law or (ii) claims arising for personal injury, property damage, or damage to natural resources; (c) neither Devon nor any of its Subsidiaries has (i) received any written notice of noncompliance with, violation of, or liability or potential liability under any Environmental Law, (ii) received any written notice regarding any existing, pending or threatened investigation or inquiry related to alleged violations under any Environmental Laws or regarding any claims for remedial obligations or contribution under any Environmental Laws or (iii) entered into any consent decree or order or is subject to any order of any court or governmental authority or tribunal under any Environmental Law or relating to the cleanup of any hazardous materials contamination; (d) Devon and its Subsidiaries have complied in full force and effect all material respects with all applicable federalenvironmental permits, state licenses, approvals and local laws other authorizations required to conduct their operations and are operating in material compliance thereunder; and (including, without limitation, case law, rules, regulations, orders, judgments, decrees, e) Devon does not know of any reason that would preclude it from renewing or obtaining a reissuance of the material permits, licenses and governmental approvals) which are intended or other authorizations required pursuant to protect the environment and/or human health or safety (collectively, "ENVIRONMENTAL LAWS"); neither INT'X.xxx nor any Subsidiary has handled, generated, used, stored, transported or disposed of any material, substance or waste which is regulated by applicable Environmental Laws ("HAZARDOUS MATERIALS"), except for ordinary office and/or office-cleaning supplies, products, equipment, fluids to operate and wastes customarily found, and in quantities customarily found, in a commercial office setting, which have been used in compliance with Environmental Laws; (iii) to the knowledge use any of INT'X.xxx and its Subsidiaries there is not now, nor has there ever been, any underground storage tank or asbestos on any real property owned, operated or leased by INT'X.xxx; (iv) INT'X.xxx has not conducted, nor is it aware of, any environmental investigations, studies, audits, tests, reviews or analyses, the purpose of which was to discover, identify, or otherwise characterize the condition of the soil, groundwater, air or the presence of Hazardous Materials at any real property owned, operated or leased by INT'X.xxx; and (v) to the knowledge of INT'X.xxx and its Subsidiaries there are no "Environmental Liabilities". For purposes of this Agreement, "ENVIRONMENTAL LIABILITIES" are any claims, demands, or liabilities under Environmental Laws which (i) arise out of or in any way relate to INT'X.xxxDevon's or its Subsidiary's operations or activities, or any real property at any time owned, operated or leased by INT'X.xxx or a Subsidiary, or any stockholder's use or ownership thereof, whether vested or unvested, contingent or fixed, actual or potential, Subsidiaries' assets for their current purposes and (ii) arise from or relate to actions occurring (including any failure to act) or conditions existing on or before the Closing Dateuses.

Environmental Matters. INT'X.xxx Except as disclosed on Schedule --------------------- (a) The Borrower, each Subsidiary, and all of their respective properties, assets, and operations are in strict compliance with all Environmental Laws where the failure so to be could reasonably be expected to have a Material Adverse Effect. The Borrower is not aware of, nor has the Borrower received notice of, any past, present, or future conditions, events, activities, practices, or incidents which may interfere with or prevent the compliance or continued compliance of the Borrower and its Subsidiaries with all Environmental Laws; (b) The Borrower and each Subsidiary have complied obtained and maintained, and are in material compliance with, all material respects permits, licenses, and authorizations that are required under applicable Environmental Laws; (c) No Hazardous Materials exist on, about, or within or have been used, generated, stored, transported, disposed of on, or Released from any of the properties or assets of the Borrower or any Subsidiary (other than lubricants, cleaning solutions and similar materials used for maintenance in the ordinary course of business). The use which the Borrower and the Subsidiaries make and intend to make of their respective properties and assets will not result in the use, generation, storage, transportation, accumulation, disposal, or Release of any Hazardous Material on, in, or from any of their properties or assets (other than lubricants, cleaning solutions and similar materials used for maintenance in the ordinary course of business); (d) Neither the Borrower nor any of the Subsidiaries nor any of their respective currently or previously owned or leased properties or operations is subject to any outstanding or threatened order from or agreement with any Governmental Authority or other Person or subject to any judicial or administrative proceeding with respect to (i) failure to comply with Environmental Laws, (ii) Remedial Action, or (iii) any Environmental Liabilities arising from a Release or threatened Release; (e) There are no conditions or circumstances associated with the currently or previously owned or leased properties or operations of the Borrower or any of the Subsidiaries that could give rise to any Environmental Liabilities that could reasonably be expected to have a Material Adverse Effect; (f) Neither the Borrower nor any of the Subsidiaries is a treatment, storage, or disposal facility requiring a permit under the Resource Conservation and Recovery Act, 42 U.S.C. (S) 6901 et seq., regulations thereunder or any comparable provision of state law. The Borrower and the Subsidiaries are in compliance with all applicable federal, state and local laws financial responsibility requirements of all Environmental Laws; (including, without limitation, case law, rules, regulations, orders, judgments, decrees, permits, licenses and governmental approvalsg) which are intended to protect Neither the environment and/or human health or safety (collectively, "ENVIRONMENTAL LAWS"); neither INT'X.xxx Borrower nor any Subsidiary has handled, generated, used, stored, transported or disposed of any material, substance or waste which is regulated by Environmental Laws ("HAZARDOUS MATERIALS"), except for ordinary office and/or office-cleaning supplies, products, equipment, fluids and wastes customarily found, and in quantities customarily found, in a commercial office setting, which have been used in compliance with Environmental Laws; (iii) to the knowledge of INT'X.xxx and its Subsidiaries there is not now, nor has there ever been, any underground storage tank or asbestos on any real property owned, operated or leased by INT'X.xxx; (iv) INT'X.xxx has not conducted, nor is it aware of, any environmental investigations, studies, audits, tests, reviews or analyses, the purpose of which was to discover, identify, or otherwise characterize the condition of the soil, groundwater, air Subsidiaries has filed or failed to file any notice required under applicable Environmental Law reporting an unauthorized Release; and (h) No Lien of record arising under any Environmental Law has attached to any property or revenues of the Borrower or the presence of Hazardous Materials at any real property owned, operated or leased by INT'X.xxx; and (v) to the knowledge of INT'X.xxx and its Subsidiaries there are no "Environmental Liabilities". For purposes of this Agreement, "ENVIRONMENTAL LIABILITIES" are any claims, demands, or liabilities under Environmental Laws which (i) arise out of or in any way relate to INT'X.xxx's or its Subsidiary's operations or activities, or any real property at any time owned, operated or leased by INT'X.xxx or a Subsidiary, or any stockholder's use or ownership thereof, whether vested or unvested, contingent or fixed, actual or potential, and (ii) arise from or relate to actions occurring (including any failure to act) or conditions existing on or before the Closing DateSubsidiaries.

Environmental Matters. INT'X.xxx (a) Except for those matters that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect: (i) Parent and its Subsidiaries have complied in all material respects with all applicable federal, state and local laws (including, without limitation, case law, rules, regulations, orders, judgments, decrees, permits, licenses their respective operations and governmental approvals) which assets are intended to protect the environment and/or human health or safety (collectively, "ENVIRONMENTAL LAWS"); neither INT'X.xxx nor any Subsidiary has handled, generated, used, stored, transported or disposed of any material, substance or waste which is regulated by Environmental Laws ("HAZARDOUS MATERIALS"), except for ordinary office and/or office-cleaning supplies, products, equipment, fluids and wastes customarily found, and in quantities customarily found, in a commercial office setting, which have been used in compliance with Environmental Laws; ; (ii) as of the date of this Agreement, Parent and its Subsidiaries are not subject to any pending Proceedings or, to Parent’s knowledge, threatened Proceedings under Environmental Laws; (iii) there have been no Releases of Hazardous Materials at any property currently or, to the knowledge of INT'X.xxx and Parent, formerly owned, operated or otherwise used by Parent or any of its Subsidiaries, or, to the knowledge of Parent, by any predecessors of Parent or any Subsidiary of Parent, which Releases are reasonably likely to result in liability to Parent under Environmental Law, and, as of the date of this Agreement, neither Parent nor any of its Subsidiaries there is not nowhas received any written notice asserting a liability or obligation under any Environmental Laws with respect to the investigation, nor has there ever beenremediation, removal, or monitoring of the Release of any underground Hazardous Materials at or from any property currently or formerly owned, operated, or otherwise used by Parent, or at or from any off-site location where Hazardous Materials from Parent’s or its Subsidiaries’ operations have been sent for treatment, disposal storage tank or asbestos handling; and (iv) all environmental investigation, assessment and audit reports prepared during the past three (3) years by or on behalf of, or that are in the possession of, Parent or its Subsidiaries addressing potentially material environmental matters with respect to any real property owned, operated or leased otherwise used by INT'X.xxx; (iv) INT'X.xxx has not conducted, nor is it aware of, any environmental investigations, studies, audits, tests, reviews or analyses, of them have been made available for review by the purpose of which was to discover, identify, or otherwise characterize the condition of the soil, groundwater, air or the presence of Hazardous Materials at any real property owned, operated or leased by INT'X.xxx; and (v) Company prior to the knowledge of INT'X.xxx and its Subsidiaries there are no "Environmental Liabilities". For purposes date of this Agreement. (b) Except as expressly set forth in this Section 5.18 and except for the representations and warranties relating to the Parent Permits as expressly set forth in Section 5.9, "ENVIRONMENTAL LIABILITIES" are neither Parent nor its Subsidiaries make any claims, demands, representation or liabilities under Environmental Laws which (i) arise out of warranty regarding compliance or in any way relate failure to INT'X.xxx's or its Subsidiary's operations or activitiescomply with, or any real property at any time owned, operated or leased by INT'X.xxx or a Subsidiary, or any stockholder's use or ownership thereof, whether vested or unvested, contingent or fixed, actual or potentialcontingent liability under, and (ii) arise from or relate to actions occurring (including any failure to act) or conditions existing on or before the Closing DateEnvironmental Law.

Environmental Matters. INT'X.xxx Except for such matters that, individually or in the aggregate, are not reasonably likely to have a Parent Material Adverse Effect: (i) Parent and its Subsidiaries comply, and within all applicable statute of limitation periods have complied, with all applicable Environmental Laws; (ii) neither Parent nor its Subsidiaries are subject to liability for any Hazardous Substance disposal or contamination on any third party property; (iii) neither Parent nor any of its Subsidiaries are subject to liability for any release of, or any exposure of any person or property to, any Hazardous Substance; (iv) neither Parent nor any of its Subsidiaries has received any notice, demand, letter, claim or request for information alleging that Parent or any of its Subsidiaries may be in violation of or liable under any Environmental Law; (v) neither Parent nor any of its Subsidiaries is subject to any orders, decrees or injunctions issued by, or other arrangements with, any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; (vi) there are no circumstances or conditions involving Parent or any of its Subsidiaries that could reasonably be expected to cause Parent or any of its Subsidiaries to become subject to any claims, liability, investigations or costs, or to restrictions on the ownership, use or transfer of any property of Parent or any of its Subsidiaries, pursuant to any Environmental Law; and (vii) Parent and its Subsidiaries have complied in all material respects with all applicable federal, state of the Environmental Permits necessary for the conduct and local laws (including, without limitation, case law, rules, regulations, orders, judgments, decrees, permits, licenses and governmental approvals) which are intended to protect operation of the environment and/or human health or safety (collectively, "ENVIRONMENTAL LAWS"); neither INT'X.xxx nor any Subsidiary has handled, generated, used, stored, transported or disposed of any material, substance or waste which is regulated by Environmental Laws ("HAZARDOUS MATERIALS"), except for ordinary office and/or office-cleaning supplies, products, equipment, fluids and wastes customarily foundbusiness as now being conducted, and all such permits are in quantities customarily found, in a commercial office setting, which have been used in compliance with Environmental Laws; (iii) to the knowledge of INT'X.xxx and its Subsidiaries there is not now, nor has there ever been, any underground storage tank or asbestos on any real property owned, operated or leased by INT'X.xxx; (iv) INT'X.xxx has not conducted, nor is it aware of, any environmental investigations, studies, audits, tests, reviews or analyses, the purpose of which was to discover, identify, or otherwise characterize the condition of the soil, groundwater, air or the presence of Hazardous Materials at any real property owned, operated or leased by INT'X.xxx; and (v) to the knowledge of INT'X.xxx and its Subsidiaries there are no "Environmental Liabilities". For purposes of this Agreement, "ENVIRONMENTAL LIABILITIES" are any claims, demands, or liabilities under Environmental Laws which (i) arise out of or in any way relate to INT'X.xxx's or its Subsidiary's operations or activities, or any real property at any time owned, operated or leased by INT'X.xxx or a Subsidiary, or any stockholder's use or ownership thereof, whether vested or unvested, contingent or fixed, actual or potential, and (ii) arise from or relate to actions occurring (including any failure to act) or conditions existing on or before the Closing Dategood standing.

Environmental Matters. INT'X.xxx (a) Parent, each Subsidiary, and all of their respective properties, assets, and operations are in full compliance with all Environmental Laws. Neither Borrower nor Parent is aware of, nor has Borrower or Parent received written notice of, any past, present, or future conditions, events, activities, practices, or incidents which may interfere with or prevent the compliance or continued compliance of Parent and the Subsidiaries with all Environmental Laws; (b) Parent and each Subsidiary have obtained all permits, licenses, and authorizations that are required under applicable Environmental Laws, and all such permits are in good standing and Parent and its Subsidiaries have complied are in all material respects compliance with all applicable federal, state of the terms and local laws conditions of such permits; (including, without limitation, case law, rules, regulations, orders, judgments, decrees, permits, licenses and governmental approvalsc) which are intended to protect the environment and/or human health or safety (collectively, "ENVIRONMENTAL LAWS"); neither INT'X.xxx nor any Subsidiary has handledNo Hazardous Materials have been used, generated, used, stored, transported or transported, disposed of on, or Released from any materialof the properties or assets of Parent or any Subsidiary, substance or waste which is regulated by Environmental Laws ("HAZARDOUS MATERIALS")and to the knowledge of Borrower and Parent, no Hazardous Materials are present at such properties, except for ordinary office and/or office-cleaning supplies, products, equipment, fluids and wastes customarily found, and in quantities customarily found, in a commercial office setting, which have been used in compliance with Environmental Laws; . The use which Parent and the Subsidiaries make and intend to make of their respective properties and assets will not result in the use, generation, storage, transportation, accumulation, disposal, or Release of any Hazardous Material on, in, or from any of their properties or assets except in compliance with Environmental Laws; (d) Neither Parent nor any of the Subsidiaries nor any of their respective currently or previously owned or leased properties or operations is subject to any outstanding or, to the best of its knowledge, threatened order from or agreement with any Governmental Authority or other Person or subject to any judicial or administrative proceeding with respect to (i) failure to comply with Environmental Laws, (ii) Remedial Action, or (iii) to any Environmental Liabilities arising from a Release or threatened Release; (e) Neither Parent nor any of the knowledge of INT'X.xxx and its Subsidiaries there is not nowa treatment, nor has there ever been, any underground storage tank or asbestos on any real property owned, operated or leased by INT'X.xxx; (iv) INT'X.xxx has not conducted, nor is it aware of, any environmental investigations, studies, audits, tests, reviews or analyses, the purpose of which was to discover, identifystorage, or otherwise characterize disposal facility requiring a permit under the condition Resource Conservation and Recovery Act, 42 U.S.C.ss.6901 et seq., regulations thereunder or any comparable provision of state law. Parent and the Subsidiaries are in compliance with all applicable financial responsibility requirements of all Environmental Laws; (f) Neither Parent nor any of the soil, groundwater, air Subsidiaries has filed or failed to file any notice required under applicable Environmental Law reporting a Release; and (g) No Lien arising under any Environmental Law has attached to any property or revenues of Parent or the presence of Hazardous Materials at any real property owned, operated or leased by INT'X.xxx; and (v) to the knowledge of INT'X.xxx and its Subsidiaries there are no "Environmental Liabilities". For purposes of this Agreement, "ENVIRONMENTAL LIABILITIES" are any claims, demands, or liabilities under Environmental Laws which (i) arise out of or in any way relate to INT'X.xxx's or its Subsidiary's operations or activities, or any real property at any time owned, operated or leased by INT'X.xxx or a Subsidiary, or any stockholder's use or ownership thereof, whether vested or unvested, contingent or fixed, actual or potential, and (ii) arise from or relate to actions occurring (including any failure to act) or conditions existing on or before the Closing DateSubsidiaries.

Environmental Matters. INT'X.xxx Except for such matters which would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on Parent: (A) (i) Parent and its Subsidiaries have complied subsidiaries are in all material respects compliance with all applicable federal, state and local laws (including, without limitation, case law, rules, regulations, orders, judgments, decrees, permits, licenses and governmental approvals) which are intended to protect the environment and/or human health or safety (collectively, "ENVIRONMENTAL LAWS"); neither INT'X.xxx nor any Subsidiary has handled, generated, used, stored, transported or disposed of any material, substance or waste which is regulated by Environmental Laws ("HAZARDOUS MATERIALS"), except for ordinary office and/or office-cleaning supplies, products, equipment, fluids and wastes customarily found, and in quantities customarily found, in a commercial office setting, which have been used in compliance with Environmental Laws; (ii) neither Parent nor any of its subsidiaries has received any written communication from any person or governmental entity that alleges that Parent or any of its subsidiaries are not in compliance with applicable Environmental Laws; and (iii) there have not been any Releases in any reportable quantity, or in violation of any Environmental Law, of Hazardous Substances by Parent or any of its subsidiaries, or, by any other party, at any property currently or formerly owned, leased or operated by Parent or any of its subsidiaries that occurred during the period of Parent's or any of its subsidiaries' ownership, lease or operation of such property or, to the knowledge of INT'X.xxx Parent and its Subsidiaries there subsidiaries, prior thereto, and no property now or previously owned or leased by Parent or any subsidiary is listed or proposed for listing on the National Priorities List promulgated pursuant to CERCLA or on any similar state list of sites requiring investigation or clean-up. (B) Parent and its subsidiaries have all Environmental Permits necessary for the conduct and operation of their business, and all such permits are in good standing or, where applicable, a renewal application has been timely filed and is pending agency approval, and Parent and its subsidiaries are in compliance with all terms and conditions of all such Environmental Permits and are not nowrequired to make any expenditure in order to obtain or renew any Environmental Permits. (C) There are no Environmental claims pending or, nor has there ever beento knowledge, threatened, against Parent or any of its subsidiaries, or against any real or personal property or operation that Parent or any of its subsidiaries owns, leases or manages. (D) Neither Parent, any of its subsidiaries, nor, to the knowledge of Parent and its subsidiaries, any prior owner or lessee of any property now or previously owned or leased by Parent or any subsidiary, has handled any Hazardous Substance on any property now or previously owned or leased by Parent or any subsidiary; and, without limiting the foregoing, to the knowledge of Parent (i) no polychlorinated biphenyl is or has been present, (ii) no asbestos is or has been present, and (iii) there are no underground storage tank tanks, active or asbestos abandoned. (E) Neither Parent nor any subsidiary has transported or arranged for the transportation of any Hazardous Substance to any location which is the subject of any Action that could lead to claims against Parent, Merger Sub, the Company or any subsidiary for clean-up costs, remedial work, damages to natural resources or personal injury claims, including, but not limited to, claims under CERCLA. (F) There are no Liens arising under or pursuant to any Environmental Law on any real property owned, operated owned or leased by INT'X.xxx; Parent or any subsidiary, and no action of any Governmental Authority has been taken or, to the knowledge of Parent and the subsidiaries, is in process which could subject any of such properties to such Liens, and neither Parent nor any subsidiary would be required to place any notice or restriction relating to the presence of any Hazardous Substance at any property owned by it in any deed to such property. (ivG) INT'X.xxx has not conducted, nor is it aware of, any There have been no environmental investigations, studies, audits, tests, reviews or analyses, the purpose of which was to discover, identifyother analyses conducted by, or otherwise characterize which are in the condition of the soilpossession of, groundwater, air Parent or the presence of Hazardous Materials at any real subsidiary in relation to any property owned, operated or facility now or previously owned or leased by INT'X.xxx; and (v) Parent or any subsidiary which have not been delivered to the knowledge of INT'X.xxx and its Subsidiaries there are no "Environmental Liabilities". For purposes Company prior to the execution of this Agreement, "ENVIRONMENTAL LIABILITIES" are any claims, demands, or liabilities under Environmental Laws which (i) arise out of or in any way relate to INT'X.xxx's or its Subsidiary's operations or activities, or any real property at any time owned, operated or leased by INT'X.xxx or a Subsidiary, or any stockholder's use or ownership thereof, whether vested or unvested, contingent or fixed, actual or potential, and (ii) arise from or relate to actions occurring (including any failure to act) or conditions existing on or before the Closing Date.

Environmental Matters. INT'X.xxx Except as would not reasonably be expected to have a Material Adverse Effect: (i) Parent has conducted its business and operated its Subsidiaries have complied assets, and is conducting its business and operating its assets, in all material respects compliance with all applicable Environmental Laws; (ii) Parent has not been notified by any Governmental Entity that any of the operations or assets of Parent is the subject of any investigation or inquiry by any Governmental Entity evaluating whether any material remedial action is needed to respond to a release of any Hazardous Material or to the improper storage or disposal (including storage or disposal at offsite locations) of any Hazardous Material; (iii) Neither Parent nor, to Parent’s knowledge, any other person has filed any notice under any federal, state and or local laws law indicating that (includingi) Parent is responsible for the improper release into the environment, without limitationor the improper storage or disposal, case lawof any Hazardous Material, rules, regulations, orders, judgments, decrees, permits, licenses and governmental approvalsor (ii) which are intended to protect the environment and/or human health or safety (collectively, "ENVIRONMENTAL LAWS"); neither INT'X.xxx nor any Subsidiary has handled, generated, used, stored, transported Hazardous Material is improperly stored or disposed of upon any materialproperty of Parent; (iv) Parent does not have any material contingent liability in connection with (A) the release into the environment at or on any property now or previously owned or leased by any of such persons, substance or waste (B) storage or disposal of any Hazardous Material; (v) In the last six years, Parent has not received any claim, complaint, notice, inquiry or request for information which remains unresolved as of the date hereof with respect to any alleged material violation of any Environmental Law or regarding potential material liability under any Environmental Law relating to operations or conditions or any facilities or property owned, leased or operated by any of such persons; (vi) No property now or previously owned, leased or operated by Parent is listed on the National Priorities List pursuant to CERCLA or on any similar federal or state list as sites requiring investigation or cleanup; (vii) Parent is not directly transporting, has not directly transported and is not directly arranging for the transportation of any Hazardous Material to any location which is regulated listed on the National Priorities List pursuant to CERCLA or on any similar federal or state list or which is the subject of federal, state or local enforcement actions that may lead to material claims against such company for remedial work, damage to natural resources or personal injury, including claims under CERCLA; (viii) There are no sites, locations or operations at which Parent is currently undertaking any remedial or response action relating to any disposal or release of any Hazardous Material, as required by Environmental Laws Laws; and ("HAZARDOUS MATERIALS"), except for ordinary office and/or office-cleaning supplies, products, equipment, fluids ix) All underground storage tanks and wastes customarily found, solid waste disposal facilities owned or operated by Parent are used and operated in quantities customarily found, in a commercial office setting, which have been used in material compliance with Environmental Laws; (iii) to the knowledge of INT'X.xxx and its Subsidiaries there is not now, nor has there ever been, any underground storage tank or asbestos on any real property owned, operated or leased by INT'X.xxx; (iv) INT'X.xxx has not conducted, nor is it aware of, any environmental investigations, studies, audits, tests, reviews or analyses, the purpose of which was to discover, identify, or otherwise characterize the condition of the soil, groundwater, air or the presence of Hazardous Materials at any real property owned, operated or leased by INT'X.xxx; and (v) to the knowledge of INT'X.xxx and its Subsidiaries there are no "Environmental Liabilities". For purposes of this Agreement, "ENVIRONMENTAL LIABILITIES" are any claims, demands, or liabilities under Environmental Laws which (i) arise out of or in any way relate to INT'X.xxx's or its Subsidiary's operations or activities, or any real property at any time owned, operated or leased by INT'X.xxx or a Subsidiary, or any stockholder's use or ownership thereof, whether vested or unvested, contingent or fixed, actual or potential, and (ii) arise from or relate to actions occurring (including any failure to act) or conditions existing on or before the Closing Date.

Environmental Matters. INT'X.xxx (a) Buyer and its Subsidiaries have complied (i) are in all material respects compliance with all applicable federal, state and local laws (including, without limitation, case law, rules, regulations, orders, judgments, decrees, permits, licenses and governmental approvals) which are intended to protect the environment and/or human health or safety (collectively, "ENVIRONMENTAL LAWS"); neither INT'X.xxx nor any Subsidiary has handled, generated, used, stored, transported or disposed of any material, substance or waste which is regulated by Environmental Laws ("HAZARDOUS MATERIALS"), except for ordinary office and/or office-cleaning supplies, products, equipment, fluids and wastes customarily found, and in quantities customarily found, in a commercial office setting, which have been used in compliance with Environmental Laws; (iii) to the knowledge of INT'X.xxx and its Subsidiaries there is not now, nor has there ever been, any underground storage tank or asbestos on any real property owned, operated or leased by INT'X.xxx; (iv) INT'X.xxx has not conducted, nor is it aware of, any environmental investigations, studies, audits, tests, reviews or analyses, the purpose of which was to discover, identify, or otherwise characterize the condition of the soil, groundwater, air or the presence of Hazardous Materials at any real property owned, operated or leased by INT'X.xxx; and (v) to the knowledge of INT'X.xxx and its Subsidiaries there are no "Environmental Liabilities". For purposes of this Agreement, "ENVIRONMENTAL LIABILITIES" are any claims, demands, or liabilities under Environmental Laws which (i) arise out of or in any way relate to INT'X.xxx's or its Subsidiary's operations or activities, or any real property at any time owned, operated or leased by INT'X.xxx or a Subsidiary, or any stockholder's use or ownership thereof, whether vested or unvested, contingent or fixed, actual or potential, and (ii) arise from have obtained, and are in compliance with, all Environmental Permits, and have made all appropriate filings for issuance or relate renewal of such Environmental Permits, except where such noncompliance or the failure to actions occurring obtain such Environmental Permits or to make such filings would not, individually or in the aggregate, be reasonably likely to have a Buyer Material Adverse Effect. (b) There are no written claims or notices (including notices that Buyer or any failure of its Subsidiaries--or any Person whose liability has been retained or assumed contractually by Buyer or any of its Subsidiaries--is or may be a potentially responsible person or otherwise liable in connection with any site or other location containing Hazardous Substances or used for the storage, handling, treatment, processing, disposal, generation or transportation of Hazardous Substances), nor any civil, criminal or administrative actions, suits, hearings, investigations, inquiries or proceedings pending or, to act) or conditions existing the knowledge of Buyer, threatened that are based on or before related to any Environmental Matters relating to Buyer or any of its Subsidiaries that, if decided adversely, would, individually or in the Closing Dateaggregate, be reasonably likely to have a Buyer Material Adverse Effect. (c) Except as would not, individually or in the aggregate, be reasonably likely to have a Buyer Material Adverse Effect, no Hazardous Substances have been spilled, discharged, leaked, emitted, injected, disposed of, dumped or released by Buyer or any of its Subsidiaries or any other person on, at, beneath, above, or into any of the real property currently owned, leased or operated by Buyer or any of its Subsidiaries (or, to the knowledge of Buyer, any real property formerly owned, leased or operated by Buyer or any of its Subsidiaries, or any predecessor of Buyer or any of its Subsidiaries). (d) Except as would not, individually or in the aggregate, be reasonably likely to have a Buyer Material Adverse Effect, to the knowledge of Buyer, no site at or to which Buyer or any of its Subsidiaries has disposed of, transported, or arranged for the transportation of, any Hazardous Substances, has been listed on, or proposed for listing on, the National Priorities List, the CERCLIS list, or any comparable state list of properties to be investigated and/or remediated. (e) Except as would not, individually or in the aggregate, be reasonably likely to have a Buyer Material Adverse Effect, to the knowledge of Buyer, there are no past or present conditions, events, activities, practices, incidents, actions, omissions or plans that may (i) interfere with or prevent continued compliance by Buyer or any of its Subsidiaries with Environmental Laws and the requirements of Environmental Permits or (ii) give rise to any liability or other obligation under any Environmental Laws. (f) Buyer has delivered or made available to the Company true and complete copies and results of any reports, studies, analyses, tests, or monitoring possessed or initiated by Buyer or any of its Subsidiaries, since January 1, 1991, with respect to Environmental Matters relating to Buyer or its Subsidiaries.

Environmental Matters. INT'X.xxx Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent: (i) (A) Parent, each of its Subsidiaries, each of the Parent Properties and, to the knowledge of Parent, each Parent Joint Venture Property is, and its Subsidiaries have complied since December 31, 2018 has been, in all material respects compliance with all applicable federal, state and local laws (including, without limitation, case law, rules, regulations, orders, judgments, decrees, permits, licenses and governmental approvals) which are intended to protect the environment and/or human health or safety (collectively, "ENVIRONMENTAL LAWS"); neither INT'X.xxx nor any Subsidiary has handled, generated, used, stored, transported or disposed of any material, substance or waste which is regulated by Environmental Laws ("HAZARDOUS MATERIALS"), except for ordinary office and/or office-cleaning supplies, products, equipment, fluids and wastes customarily found, and in quantities customarily found, in a commercial office setting, which have been used in compliance with Environmental Laws; (iiiB) there is no litigation, investigation, request for information or other proceeding pending or, to the knowledge of INT'X.xxx and Parent, threatened in writing against Parent, any of its Subsidiaries there is not nowor, nor has there ever been, any underground storage tank or asbestos on any real property owned, operated or leased by INT'X.xxx; (iv) INT'X.xxx has not conducted, nor is it aware of, any environmental investigations, studies, audits, tests, reviews or analyses, the purpose of which was to discover, identify, or otherwise characterize the condition of the soil, groundwater, air or the presence of Hazardous Materials at any real property owned, operated or leased by INT'X.xxx; and (v) to the knowledge of INT'X.xxx Parent, any Parent Joint Venture under any applicable Environmental Laws; and (C) none of Parent, its Subsidiaries there are no "Environmental Liabilities". For purposes or, to the knowledge of this AgreementParent, "ENVIRONMENTAL LIABILITIES" are the Parent Joint Ventures has any claims, demands, received written notice of violation or liabilities under Environmental Laws which (i) arise out of or in any way relate to INT'X.xxx's or its Subsidiary's operations or activitiespotential liability, or any real property at investigation, under any time owned, operated or leased by INT'X.xxx or a Subsidiary, or any stockholder's use or ownership thereof, whether vested or unvested, contingent or fixed, actual or potentialapplicable Environmental Laws that remains unresolved, and no judicial or administrative order has been issued against Parent, any of its Subsidiaries or, to the knowledge of Parent, any Parent Joint Venture that remains unresolved. (ii) arise Neither Parent nor any of its Subsidiaries or, to the knowledge of Parent, the Parent Joint Ventures have used, generated, stored, treated or handled any Hazardous Materials, including on the Parent Properties and Parent Joint Venture Properties, in a manner that would reasonably be expected to result in liability under any Environmental Law, and there are currently no underground storage tanks, active or abandoned, used for the storage of Hazardous Materials on, in or under any Parent Properties or Parent Joint Venture Properties in violation of applicable Environmental Laws. Neither Parent nor any of its Subsidiaries or, to the knowledge of Parent, the Parent Joint Ventures has caused a release of Hazardous Materials, including on any Parent Property or, to the knowledge of Parent, any Parent Joint Venture Property, and, to the knowledge of Parent, no other Person has caused a release or threatened release of Hazardous Materials on any Parent Property or Parent Joint Venture Property (and to the knowledge of Parent, no Parent Properties or Parent Joint Venture Properties are contaminated by any Hazardous Materials), in each case that would reasonably be expected to result in liability under any Environmental Laws. (iii) To the knowledge of Parent, all Hazardous Material which has been removed from any Parent Properties or relate Parent Joint Venture Properties and any properties formerly owned, leased or operated by Parent or the Parent Joint Ventures was handled, transported and disposed of at the time of removal in compliance with, and in a manner that would not give rise to actions occurring (including any failure to act) or conditions existing on or before the Closing Dateliability under, applicable Environmental Laws.

Environmental Matters. INT'X.xxx Except as set forth on Section 5.14 of the Disclosure Schedule: (a) ILG and its Subsidiaries Subsidiaries: (i) are, and have complied been, in compliance in all material respects with all Environmental Laws, including those applicable federal, state to their operations and local laws (including, without limitation, case law, rules, regulations, orders, judgments, decrees, permits, licenses and governmental approvals) which are intended to protect use of the environment and/or human health or safety (collectively, "ENVIRONMENTAL LAWS"); neither INT'X.xxx nor any Subsidiary has handled, generated, used, stored, transported or disposed of any material, substance or waste which is regulated by Environmental Laws ("HAZARDOUS MATERIALS"), except for ordinary office and/or office-cleaning supplies, products, equipment, fluids and wastes customarily found, and in quantities customarily found, in a commercial office settingILG Leased Real Property, which have been used compliance includes obtaining and complying in compliance all material respects with all ILG Licenses required pursuant to Environmental Laws; (iii) to the knowledge of INT'X.xxx and its Subsidiaries there is not now, nor has there ever been, any underground storage tank or asbestos on any real property owned, operated or leased by INT'X.xxx; (iv) INT'X.xxx has not conducted, nor is it aware of, any environmental investigations, studies, audits, tests, reviews or analyses, the purpose of which was to discover, identify, or otherwise characterize the condition of the soil, groundwater, air or the presence of Hazardous Materials at any real property owned, operated or leased by INT'X.xxx; and (v) to the knowledge of INT'X.xxx and its Subsidiaries there are no "Environmental Liabilities". For purposes of this Agreement, "ENVIRONMENTAL LIABILITIES" are any claims, demands, or liabilities under Environmental Laws which (i) arise out of or in any way relate to INT'X.xxx's or its Subsidiary's operations or activities, or any real property at any time owned, operated or leased by INT'X.xxx or a Subsidiary, or any stockholder's use or ownership thereof, whether vested or unvested, contingent or fixed, actual or potential, and (ii) arise have furnished to Faraday copies of all material environmental assessments, audits, reports and other material environmental documents in their possession or under their reasonable control relating to their respective businesses or their current or former properties, facilities or operations; (b) neither ILG nor its Subsidiaries has: (i) generated, transported, treated, stored, disposed of, arranged for or permitted the disposal of, handled, Released, manufactured, distributed, or exposed any Person to, any Hazardous Material, including at or on the ILG Leased Real Property, in violation of any applicable Environmental Laws, and, there has been no Release or threat of Release of any Hazardous Material by ILG or its Subsidiaries or at or on any property owned or operated by ILG or its Subsidiaries, including the ILG Leased Real Property, that in each case requires reporting or remediation by ILG or any of its Subsidiaries pursuant to, or would give rise to material liabilities under, any Environmental Law; or (ii) assumed or become subject to any material liability of any other Person relating to Environmental Laws or Hazardous Materials; (c) neither ILG nor its Subsidiaries have (i) received notice within the past three (3) years of any actual or alleged material violation of, or material liability under, any Environmental Law, including under the citizen suit provisions of any Environmental Law; (ii) received any written request within the past three (3) years for information, notice, demand letter, administrative inquiry or written complaint or claim from any Governmental Authority under any Environmental Law; or relate (iii) been subject to actions occurring or, to ILG’s Knowledge, threatened with any governmental or citizen enforcement action with respect to any Environmental Law; and (including d) to ILG’s Knowledge, there are no underground storage tanks, landfills, current or former waste disposal areas or polychlorinated biphenyls at or on the ILG Leased Real Property that require reporting or remediation by ILG or its Subsidiaries pursuant to any failure to act) or conditions existing on or before the Closing Dateapplicable Environmental Law.

Environmental Matters. INT'X.xxx and Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect: (i) (A) Parent, each of its Subsidiaries have complied and, to the knowledge of Parent, each of the Parent Properties are in all material respects compliance with all applicable federalEnvironmental Laws; (B) there is no litigation, state notice of investigation, request for information or other inquiry or proceeding pending or, to the knowledge of Parent, threatened against Parent or any of its Subsidiaries, or against or affecting any of the Parent Properties under any applicable Environmental Laws; and local laws (includingC) Parent has not received any written notice of violation or potential liability under any applicable Environmental Laws that remains unresolved, without limitation, case law, rules, regulations, orders, judgments, decrees, permits, licenses and governmental approvalsno judicial or administrative Order has been issued against or affecting Parent or any of its Subsidiaries or any Parent Property which remains unresolved. (ii) which are intended to protect the environment and/or human health or safety (collectively, "ENVIRONMENTAL LAWS"); neither INT'X.xxx Neither Parent nor any Subsidiary its Subsidiaries, nor, to the knowledge of Parent, any lessee, sublessee or other occupant of any of the Parent Properties, has handledused, generated, used, stored, disposed, treated or handled any Hazardous Materials, including on the Parent Properties or on any prior owned or operated properties, in a manner that would reasonably be expected to result in liability under any Environmental Law, and there are currently no underground storage tanks, active or abandoned, used for the storage of Hazardous Materials on, in or under any Parent Properties in violation of applicable Environmental Laws. Neither Parent nor any of its Subsidiaries has caused a release of Hazardous Materials, including on the Parent Properties, and, to the knowledge of Parent, no other Person has caused a release or threatened release of Hazardous Materials on the Parent Properties (and no such Parent Properties are contaminated by any Hazardous Materials from any source), in each case that would reasonably be expected to result in liability on the part of the Company or any Subsidiary under any Environmental Laws. (iii) To the knowledge of Parent, all Hazardous Materials which have been removed by Parent or any Subsidiary of Parent from any Parent Properties and any properties formerly owned, leased or operated by Parent were handled, transported or and disposed of any material, substance or waste which is regulated by Environmental Laws ("HAZARDOUS MATERIALS"), except for ordinary office and/or office-cleaning supplies, products, equipment, fluids and wastes customarily foundat the time of removal in compliance with, and in quantities customarily founda manner that would not give rise to liability under, applicable Environmental Laws. (iv) Parent, each Subsidiary of Parent and, to the knowledge of Parent, all other persons leasing, occupying or operating Parent Properties, have all Environmental Permits necessary to conduct their current operations and are in a commercial office settingcompliance with their respective Environmental Permits, which have been used and all such Environmental Permits are in good standing. (v) Neither Parent nor any of its Subsidiaries has entered into or agreed to any Order and none of Parent, any of its Subsidiaries and any of the Parent Properties is subject to any Order relating to compliance with Environmental Laws; (iii) , Environmental Permits or the investigation, sampling, monitoring, treatment, remediation, removal or cleanup of Hazardous Materials and no notice of investigation, litigation or other proceeding is pending or threatened either against Parent or any of its Subsidiaries or, to the knowledge of INT'X.xxx and Parent, with respect to any of the Parent Properties, under any Environmental Law. (vi) Neither Parent nor any of its Subsidiaries there is not now, nor has there ever been, assumed by contract any underground storage tank liability of any third party under any Environmental Law or asbestos on relating to any real property owned, operated or leased by INT'X.xxx; (iv) INT'X.xxx has not conducted, nor is it aware of, any environmental investigations, studies, audits, tests, reviews or analyses, the purpose of which was to discover, identifyHazardous Materials, or otherwise characterize the condition of the soil, groundwater, air is an indemnitor in connection with any threatened or the presence of asserted claim by any third-party indemnitee for any liability under any Environmental Law or relating to any Hazardous Materials at any real property owned, operated or leased by INT'X.xxx; and (v) to the knowledge of INT'X.xxx and its Subsidiaries there are no "Environmental Liabilities". For purposes of this Agreement, "ENVIRONMENTAL LIABILITIES" are any claims, demands, or liabilities under Environmental Laws which (i) arise out of or in any way relate to INT'X.xxx's or its Subsidiary's operations or activities, or any real property at any time owned, operated or leased by INT'X.xxx or a Subsidiary, or any stockholder's use or ownership thereof, whether vested or unvested, contingent or fixed, actual or potential, and (ii) arise from or relate to actions occurring (including any failure to act) or conditions existing on or before the Closing DateMaterials.

Environmental Matters. INT'X.xxx (a) Each of the Parent and its Subsidiaries has obtained all Environmental Permits, except for such failures to have complied Environmental Permits which, individually or in the aggregate, are not reasonably expected to have a Material Adverse Effect on the Parent. Each of such Environmental Permits is in full force and effect, and each of the Parent and its Subsidiaries is in compliance with the terms and conditions of all material respects such Environmental Permits and with all applicable federalEnvironmental Laws, state and local laws except for such exceptions as would not, individually or in the aggregate, have a Material Adverse Effect on the Parent. (b) There is no Environmental Claim pending, or to the best knowledge of the Parent threatened, against the Parent or any of its Subsidiaries, or to the best knowledge of the Parent against any Person whose liability for such Environmental Claim the Parent or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, that would, individually or in the aggregate, have a Material Adverse Effect on the Parent. (c) Except as set forth in Section 4.7(c) of the Parent Disclosure Schedule, to the best knowledge of the Parent, there are no past or present actions, activities, circumstances, conditions, events or incidents, including, without limitation, case lawthe release, rules, regulations, orders, judgments, decrees, permits, licenses and governmental approvals) which are intended to protect the environment and/or human health threatened release or safety (collectively, "ENVIRONMENTAL LAWS"); neither INT'X.xxx nor any Subsidiary has handled, generated, used, stored, transported or disposed presence of any materialHazardous Material, substance that have resulted in any Environmental Claim against the Parent or waste which is regulated any of its Subsidiaries, or to the best knowledge of the Parent against any Person whose liability for any Environmental Claim the Parent or any of its Subsidiaries has or may have retained or assumed either contractually or by Environmental Laws ("HAZARDOUS MATERIALS")operation of law, except for ordinary office and/or office-cleaning suppliessuch liabilities which would not, productsindividually or in the aggregate, equipment, fluids and wastes customarily found, and in quantities customarily found, in have a commercial office setting, which have been used in compliance with Environmental Laws; Material Adverse Effect on the Parent. (iiid) to To the best knowledge of INT'X.xxx and its Subsidiaries there is not nowthe Parent, nor has there ever been, any underground storage tank no site or asbestos on any real property facility now or previously owned, operated or leased by INT'X.xxx; the Parent or any of its Subsidiaries is listed or proposed for listing on the National Priorities List promulgated pursuant to CERCLA. (ive) INT'X.xxx has not conducted, nor is it aware of, No Liens have arisen under or pursuant to any environmental investigations, studies, audits, tests, reviews Environmental Law on any site or analyses, the purpose of which was to discover, identify, or otherwise characterize the condition of the soil, groundwater, air or the presence of Hazardous Materials at any real property facility owned, operated or leased by INT'X.xxx; the Parent or any of its Subsidiaries, except for such Liens which would not, individually or in the aggregate, have a Material Adverse Effect on the Parent, and (v) no action of any Governmental Entity has been taken or, to the best knowledge of INT'X.xxx and its Subsidiaries there are no "Environmental Liabilities". For purposes the Parent, is in process which could subject any of this Agreementsuch properties to such Liens except for any such action which would not, "ENVIRONMENTAL LIABILITIES" are any claims, demands, or liabilities under Environmental Laws which (i) arise out of individually or in any way relate to INT'X.xxx's or its Subsidiary's operations or activitiesthe aggregate, or any real property at any time owned, operated or leased by INT'X.xxx or have a Subsidiary, or any stockholder's use or ownership thereof, whether vested or unvested, contingent or fixed, actual or potential, and (ii) arise from or relate to actions occurring (including any failure to act) or conditions existing Material Adverse Effect on or before the Closing DateParent.

Environmental Matters. INT'X.xxx (i) Each Parent Entity complies, and its Subsidiaries have has complied in all material respects since January 1, 2012, with all applicable federalEnvironmental Laws, state which compliance includes the possession, maintenance of, compliance with, and local laws application for, all Environmental Permits required under applicable Environmental Laws for the operation of the business of the Parent Entities; (includingii) except as set forth in Section ‎3.10 of the Parent Disclosure Schedule, without limitationthere have been no Releases of Materials of Environmental Concern at any of the properties which any Parent Entity owns, case lawleases or operates under circumstances that are reasonably likely to result in liability of any Parent Entity under any applicable Environmental Law; (iii), rulesexcept as set forth in Section ‎3.10 of the Parent Disclosure Schedule no Parent Entity has produced, regulationsprocessed, orders, judgments, decrees, permits, licenses and governmental approvals) which are intended to protect the environment and/or human health or safety (collectively, "ENVIRONMENTAL LAWS"); neither INT'X.xxx nor any Subsidiary has handledmanufactured, generated, transported, treated, handled, used, stored, transported or disposed of or Released any material, substance or waste which is regulated by Materials of Environmental Laws ("HAZARDOUS MATERIALS"), except for ordinary office and/or office-cleaning supplies, products, equipment, fluids and wastes customarily found, and in quantities customarily found, in a commercial office setting, which have been used in compliance with Environmental Laws; (iii) to the knowledge of INT'X.xxx and its Subsidiaries there is not now, nor has there ever been, any underground storage tank or asbestos on any real property owned, operated or leased by INT'X.xxxConcern; (iv) INT'X.xxx except as set forth in Section ‎3.10 of the Parent Disclosure Schedule, no Parent Entity has not conductedreceived any written notification alleging that it is liable for, nor is it aware ofor any written request for information pursuant to Section 104(e) of the Comprehensive Environmental Response, Compensation and Liability Act or similar U.S. state statute concerning, any environmental investigations, studies, audits, tests, reviews Release or analyses, the purpose threatened Release of which was to discover, identify, or otherwise characterize the condition Materials of the soil, groundwater, air or the presence of Hazardous Materials Environmental Concern at any real property ownedlocation except, operated with respect to any such notification or leased by INT'X.xxxrequest for information concerning any such Release or threatened Release, to the extent such notification or request for information has been resolved with the appropriate Governmental Entity or otherwise; and (v) except as set forth in Section ‎3.10 of the Parent Disclosure Schedule, no Parent Entity has received any written claim, notice or complaint, and no Litigation is pending, in each case that alleges a violation by or a liability of any Parent Entity of or under any Environmental Laws, and to the knowledge Knowledge of INT'X.xxx the Parent no such Litigation is threatened. (b) The representations and its Subsidiaries there warranties contained in this Section ‎3.10 are no "the sole representations of the Parent relating to Environmental Liabilities". For purposes Laws, Environmental Permits and Materials of this Agreement, "ENVIRONMENTAL LIABILITIES" are any claims, demands, or liabilities under Environmental Laws which (i) arise out of or in any way relate to INT'X.xxx's or its Subsidiary's operations or activities, or any real property at any time owned, operated or leased by INT'X.xxx or a Subsidiary, or any stockholder's use or ownership thereof, whether vested or unvested, contingent or fixed, actual or potential, and (ii) arise from or relate to actions occurring (including any failure to act) or conditions existing on or before the Closing DateConcern.

Environmental Matters. INT'X.xxx (a) Except for those matters that have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect: (i) Parent and its Subsidiaries have complied in all material respects with all applicable federal, state and local laws (including, without limitation, case law, rules, regulations, orders, judgments, decrees, permits, licenses their respective operations and governmental approvals) which are intended to protect the environment and/or human health or safety (collectively, "ENVIRONMENTAL LAWS"); neither INT'X.xxx nor any Subsidiary has handled, generated, used, stored, transported or disposed of any material, substance or waste which is regulated by Environmental Laws ("HAZARDOUS MATERIALS"), except for ordinary office and/or office-cleaning supplies, products, equipment, fluids and wastes customarily foundassets are, and in quantities customarily foundat all times since January 1, in a commercial office setting2017 have been, which have been used in compliance with Environmental Laws; ; (ii) as of the date of this Agreement, Parent and its Subsidiaries are not subject to any pending or, to Parent’s knowledge, threatened Proceedings, judgment, decree, injunction, ruling or order related to Environmental Laws; (iii) (A) there have been no Releases of Hazardous Substances at any property currently or, to the knowledge of INT'X.xxx and its Subsidiaries there is not nowParent, nor has there ever been, any underground storage tank or asbestos on any real property formerly owned, operated or leased otherwise used by INT'X.xxx; Parent or any of its Subsidiaries, or, to the knowledge of Parent, by any predecessors of Parent or any Subsidiary of Parent, which Releases have resulted or are reasonably likely to result in liability to Parent or its Subsidiaries under Environmental Law, (B) neither Parent nor any of its Subsidiaries has handled, stored, transported, disposed of, arranged for or permitted the disposal of, or Released any Hazardous Substances in a manner that has resulted or is reasonably likely to result in liability to Parent or its Subsidiaries under Environmental Law, and (C) neither Parent nor any of its Subsidiaries has received any written notice asserting a liability or obligation under any Environmental Laws, including any liability or obligation with respect to the investigation, remediation, removal or monitoring of the Release of any Hazardous Substances at or from any property currently or formerly owned, operated, or otherwise used by Parent, or at or from any off-site location where Hazardous Substances from Parent’s operations have been sent for treatment, disposal storage or handling; (iv) INT'X.xxx neither Parent nor any of its Subsidiaries has not conductedassumed, nor is it aware ofeither expressly or by operation of Law, any liability of any other Person related to Hazardous Substances or Environmental Laws; and (v) there have been no environmental investigations, studies, audits, tests, reviews or analyses, other analyses conducted during the purpose of which was to discover, identifypast three years by or on behalf of, or otherwise characterize that are in the condition of the soilpossession of, groundwater, air Parent or the presence of Hazardous Materials at its Subsidiaries addressing potentially material environmental matters with respect to any real property owned, operated or leased otherwise used by INT'X.xxx; and (v) any of them that have not been delivered or otherwise made available to Parent prior to the knowledge of INT'X.xxx date hereof. (b) Except as expressly set forth in this Section 5.18 and except for the representations and warranties relating to the Parent Permits as expressly set forth in Section 5.9, neither Parent nor its Subsidiaries there are no "Environmental Liabilities". For purposes of this Agreement, "ENVIRONMENTAL LIABILITIES" are make any claims, demands, representation or liabilities under Environmental Laws which (i) arise out of warranty regarding compliance or in any way relate failure to INT'X.xxx's or its Subsidiary's operations or activitiescomply with, or any real property at any time owned, operated or leased by INT'X.xxx or a Subsidiary, or any stockholder's use or ownership thereof, whether vested or unvested, contingent or fixed, actual or potentialcontingent liability under, and (ii) arise from or relate to actions occurring (including any failure to act) or conditions existing on or before the Closing DateEnvironmental Law.

Environmental Matters. INT'X.xxx Except, as could not reasonably be expected to have, either individually, or in the aggregate, a Material Adverse Effect: (a) (i) each of Parent and each of its Restricted Subsidiaries have complied is in all material respects compliance with all applicable federalEnvironmental Laws and the requirements of any permits issued under such Environmental Laws; (ii) there are no pending or, state to the knowledge of Parent, Holdings and local laws the Borrower, Environmental Claims threatened in writing against Parent or any of its Restricted Subsidiaries or any Real Property owned, leased or operated by Parent or any of its Restricted Subsidiaries (including any such claim arising out of the ownership, lease or operation by Parent or any of its Restricted Subsidiaries of any Real Property formerly owned, leased or operated by Parent or any of its Restricted Subsidiaries but no longer owned, leased or operated by Parent or any of its Restricted Subsidiaries); and (iii) there are no facts, circumstances, conditions or occurrences with respect to the business or operations of Parent or any of its Restricted Subsidiaries, or any Real Property owned, leased or operated by Parent or any of its Restricted Subsidiaries (including, without limitationto the knowledge of Parent, case lawHoldings and the Borrower, rulesany Real Property formerly owned, regulationsleased or operated by Parent or any of its Restricted Subsidiaries but no longer owned, ordersleased or operated by Parent or any of its Restricted Subsidiaries) or, judgmentsto the knowledge of Parent, decreesHoldings and the Borrower, permitsany property adjoining or adjacent to any such Real Property that could be reasonably expected to form the basis of an Environmental Claim against Parent or any of its Restricted Subsidiaries or any Real Property owned, licenses and governmental approvalsleased or operated by Parent or any of its Restricted Subsidiaries; and (b) which are intended to protect the environment and/or human health or safety (collectively, "ENVIRONMENTAL LAWS"); neither INT'X.xxx nor Hazardous Materials have not at any Subsidiary has handled, time been generated, used, storedtreated or stored on, or transported to or disposed from, or Released on or from, any Real Property currently owned, leased or operated by Parent or any of any materialits Restricted Subsidiaries or, substance or waste which is regulated by Environmental Laws ("HAZARDOUS MATERIALS"), except for ordinary office and/or office-cleaning supplies, products, equipment, fluids and wastes customarily found, and in quantities customarily found, in a commercial office setting, which have been used in compliance with Environmental Laws; (iii) to the knowledge of INT'X.xxx Parent, Holdings and its Subsidiaries there is not now, nor has there ever beenthe Borrower, any underground storage tank or asbestos on any real property Real Property formerly owned, leased or operated or leased by INT'X.xxx; (iv) INT'X.xxx has not conducted, nor is it aware of, any environmental investigations, studies, audits, tests, reviews or analyses, the purpose of which was to discover, identify, or otherwise characterize the condition of the soil, groundwater, air or the presence of Hazardous Materials at any real property owned, operated or leased by INT'X.xxx; and (v) to the knowledge of INT'X.xxx and its Subsidiaries there are no "Environmental Liabilities". For purposes of this Agreement, "ENVIRONMENTAL LIABILITIES" are any claims, demands, or liabilities under Environmental Laws which (i) arise out of or in any way relate to INT'X.xxx's or its Subsidiary's operations or activities, Parent or any real of its Restricted Subsidiaries or property at adjoining or adjacent to any time ownedReal Property, operated where such generation, use, treatment, storage, transportation or leased by INT'X.xxx Release has violated any applicable Environmental Law or a Subsidiary, or any stockholder's use or ownership thereof, whether vested or unvested, contingent or fixed, actual or potential, and (ii) arise from or relate could reasonably be expected to actions occurring (including any failure give rise to act) or conditions existing on or before the Closing Datean Environmental Claim.

Environmental Matters. INT'X.xxx Except as set forth on Section 5.16 of the Parent Disclosure Letter or as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect: (a) Parent and its Subsidiaries have complied each Parent Subsidiary are in all material respects with all applicable federal, state and local laws (including, without limitation, case law, rules, regulations, orders, judgments, decrees, permits, licenses and governmental approvals) which are intended to protect the environment and/or human health or safety (collectively, "ENVIRONMENTAL LAWS"); neither INT'X.xxx nor any Subsidiary has handled, generated, used, stored, transported or disposed of any material, substance or waste which is regulated by Environmental Laws ("HAZARDOUS MATERIALS")compliance and, except for ordinary office and/or office-cleaning supplies, products, equipment, fluids and wastes customarily found, and in quantities customarily found, in a commercial office setting, which matters that have been used fully and finally resolved, Parent and each Parent Subsidiary have for the past three (3) years complied with all Environmental Laws. (b) Parent and each Parent Subsidiary have timely applied for, obtained and maintain all Environmental Permits necessary to conduct their current operations and are in compliance with their respective Environmental Laws; Permits, and all such Environmental Permits are valid and in good standing. (iiic) to the knowledge of INT'X.xxx and its Subsidiaries there is not now, Neither Parent nor any Parent Subsidiary has there ever been, received any underground storage tank or asbestos on any real property owned, operated or leased by INT'X.xxx; (iv) INT'X.xxx has not conducted, nor is it aware of, any environmental investigations, studies, audits, tests, reviews or analyses, the purpose of which was to discover, identify, or otherwise characterize the condition of the soil, groundwater, air or the presence of Hazardous Materials at any real property owned, operated or leased by INT'X.xxx; and (v) to the knowledge of INT'X.xxx and its Subsidiaries there are no "Environmental Liabilities". For purposes of this Agreement, "ENVIRONMENTAL LIABILITIES" are any claims, demands, or liabilities under Environmental Laws which (i) arise out of or in any way relate to INT'X.xxx's or its Subsidiary's operations or activitieswritten request for information from a Governmental Authority, or any real property notice, demand, letter or claim alleging that Parent or any such Parent Subsidiary is in violation of, or liable under, any Environmental Law or with respect to Hazardous Substances. (d) Neither Parent nor any Parent Subsidiary is subject to any Order relating to compliance with or liability under Environmental Laws, Environmental Permits or the investigation, sampling, monitoring, treatment, remediation, removal, Release or cleanup of Hazardous Substances and no Action is pending or, to the Knowledge of Parent, threatened against Parent or any Parent Subsidiary under any Environmental Law or relating to Hazardous Substances. (e) Neither Parent nor any Parent Subsidiary has assumed by contract, operation of law or otherwise, any liability of any person under any Environmental Law or relating to any Hazardous Substances, or is an indemnitor in connection with any threatened or asserted claim by any third-party indemnitee for any liability under any Environmental Law or relating to any Hazardous Substances. (f) Neither Parent nor any Parent Subsidiary has caused, and to the Knowledge of Parent, no third party has caused any Release of a Hazardous Substance that would reasonably be expected to result in liability to Parent or any Parent Subsidiary under any Environmental Law or relating to Hazardous Substances. (g) Neither Parent nor any Parent Subsidiary has transported, disposed, or arranged for the transport, treatment or disposal of Hazardous Substances at any time owned, operated location such that Parent or leased by INT'X.xxx or a such Parent Subsidiary, is or would reasonably be expected to be liable or become the subject of any Action under Environmental Law or with respect to Hazardous Substances. (h) Section 5.16(h) of the Parent Disclosure Letter sets forth a true and complete list of all active, pending or threatened environmental contamination investigations, plans or remedial obligations of Parent or any stockholder's use Parent Subsidiary, including a brief description of each such investigation, plan or ownership thereof, whether vested or unvested, contingent or fixed, actual or potential, and (ii) arise from or relate to actions occurring (including any failure to act) or conditions existing on or before the Closing Dateobligation.

Environmental Matters. INT'X.xxx (a) To Parent's knowledge and except as set forth in the Parent SEC Reports, (i) Parent and its Subsidiaries subsidiaries have complied conducted their respective businesses in all material respects compliance with all applicable federalEnvironmental Laws (as defined in Section 4.15(b)), state and local laws (including, without limitation, case law, rules, regulations, orders, judgments, decrees, having all permits, licenses and governmental approvalsother approvals and authorizations necessary for the operation of their respective businesses as presently conducted, (ii) which are intended to protect none of the environment and/or human health properties owned by Parent or safety any of its subsidiaries contain any Hazardous Substance (collectively, "ENVIRONMENTAL LAWS"as defined in Section 4.15(c); neither INT'X.xxx nor any Subsidiary has handled, generated, used, stored, transported or disposed ) as a result of any material, substance activity of Parent or waste which is regulated any of its subsidiaries in amounts exceeding the levels permitted by Environmental Laws ("HAZARDOUS MATERIALS"), except for ordinary office and/or office-cleaning supplies, products, equipment, fluids and wastes customarily found, and in quantities customarily found, in a commercial office setting, which have been used in compliance with applicable Environmental Laws; , (iii) to the knowledge neither Parent nor any of INT'X.xxx and its Subsidiaries there is not nowsubsidiaries has received any notices, nor has there ever beendemand letters or requests for information from any Federal, state, local or foreign governmental entity or third party indicating that Parent or any of its subsidiaries may be in violation of, or liable under, any underground storage tank Environmental Law in connection with the ownership or asbestos on any real property ownedoperation of their businesses, operated or leased by INT'X.xxx; (iv) INT'X.xxx there are no civil, criminal or administrative actions, suits, demands, claims, hearings, investigations or proceedings pending or threatened against Parent or any of its subsidiaries relating to any violation, or alleged violation, of any Environmental Law, (v) no reports have been filed, or are required to be filed, by Parent or any of its subsidiaries concerning the release of any Hazardous Substance or the threatened or actual violation of any Environmental Law, (vi) no Hazardous Substance has not conducted, nor is it aware been disposed of, released or transported in violation of any applicable Environmental Law from any properties owned by Parent or any of its subsidiaries as a result of any activity of Parent or any of its subsidiaries during the time such properties were owned, leased or operated by Parent or any of its subsidiaries, (vii) there have been no environmental investigations, studies, audits, tests, reviews or analysesother analyses regarding compliance or noncompliance with any applicable Environmental Law conducted by or which are in the possession of Parent or its subsidiaries relating to the activities of Parent or its subsidiaries, (viii) except as set forth on Schedule 4.15 attached hereto, there are no underground storage tanks ------------- on, in or under any properties owned by Parent and any of its subsidiaries and no underground storage tanks have been closed or removed from any of such properties during the purpose time such properties were owned, leased or operated by Parent or any of which was to discoverits subsidiaries, identify, (ix) there is no asbestos or otherwise characterize the condition asbestos containing material present in any of the soilproperties owned by Parent and its subsidiaries, and no asbestos has been removed from any of such properties during the time such properties were owned, leased or operated by Parent or any of its subsidiaries and (x) neither Parent, its subsidiaries nor any of their respective properties are subject to any material liabilities or expenditures (fixed or contingent) relating to any suit, settlement, court order, administrative order, regulatory requirement, judgment or claim asserted or arising under any Environmental Law, except for violations of the foregoing clauses (i) through (x) that, singly or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect. (b) As used herein, "Environmental Law" means any Federal, state, local or foreign law, statute, ordinance, rule, regulation, code, license, permit, authorization, approval, consent, order, judgment, decree, injunction, requirement or agreement with any governmental entity relating to (x) the protection, preservation or restoration of the environment (including, without limitation, air, water vapor, surface water, groundwater, air drinking water supply, surface land, subsurface land, plant and animal life or any other natural resource) or to human health or safety or (y) the exposure to, or the presence use, storage, recycling, treatment, generation, transportation, processing, handling, labeling, production, release or disposal of Hazardous Materials at any real property ownedSubstances, operated or leased by INT'X.xxx; in each case as amended and (v) to as in effect on the knowledge of INT'X.xxx and its Subsidiaries there are no "Closing Date. The term Environmental Liabilities". For purposes of this AgreementLaw includes, "ENVIRONMENTAL LIABILITIES" are any claimswithout limitation, demands, or liabilities under Environmental Laws which (i) arise out the Federal Comprehensive Environmental Response Compensation and Liability Act of or 1980, the Superfund Amendments and Reauthorization Act, the Federal Water Pollution Control Act of 1972, the Federal Clean Air Act, the Federal Clean Water Act, the Federal Resource Conservation and Recovery Act of 1976 (including the Hazardous and Solid Waste Amendments thereto), the Federal Solid Waste Disposal and the Federal Toxic Substances Control Act, the Federal Insecticide, Fungicide and Rodenticide Act, the Federal Occupational Safety and Health Act of 1970, each as amended and as in any way relate to INT'X.xxx's or its Subsidiary's operations or activitieseffect on the Closing Date, or any real property at any time owned, operated or leased by INT'X.xxx or a Subsidiary, or any stockholder's use or ownership state counterpart thereof, whether vested or unvested, contingent or fixed, actual or potential, and (ii) arise from any common law or relate equitable doctrine (including, without limitation, injunctive relief and tort doctrines such as negligence, nuisance, trespass and strict liability) that may impose liability or obligations for injuries, damages or penalties due to, or threatened as a result of, the presence of, effects of or exposure to actions occurring (including any failure to act) or conditions existing on or before the Closing DateHazardous Substance.

Environmental Matters. INT'X.xxx and its Subsidiaries Except as, individually or in the aggregate, could not reasonably be expected to have complied in all material respects with all applicable federal, state and local laws a Material Adverse Effect: (including, without limitation, case law, rules, regulations, orders, judgments, decrees, permits, licenses and governmental approvalsa) which No Hazardous Substances are intended to protect the environment and/or human health or safety (collectively, "ENVIRONMENTAL LAWS"); neither INT'X.xxx nor any Subsidiary has handled, have been generated, used, located, released, treated, transported, disposed of or stored, transported currently or disposed in the past, (i) by the Parent or any of any material, substance its Subsidiaries or waste which is regulated by Environmental Laws ("HAZARDOUS MATERIALS"), except for ordinary office and/or office-cleaning supplies, products, equipment, fluids and wastes customarily found, and in quantities customarily found, in a commercial office setting, which have been used in compliance with Environmental Laws; (iiiii) to the knowledge of INT'X.xxx the Borrowers, by any other Person (including any predecessor in interest) or otherwise, in either case in, on, about or to or from any portion of any real property, leased, owned or operated by the Parent and its Subsidiaries there is not nowSubsidiaries, nor has there ever been, except in compliance with all applicable Environmental Laws; no portion of any underground storage tank or asbestos on any such real property ownedor, operated or leased by INT'X.xxx; (iv) INT'X.xxx has not conducted, nor is it aware of, any environmental investigations, studies, audits, tests, reviews or analyses, the purpose of which was to discover, identify, or otherwise characterize the condition of the soil, groundwater, air or the presence of Hazardous Materials at any real property owned, operated or leased by INT'X.xxx; and (v) to the knowledge of INT'X.xxx and its Subsidiaries there are no "Environmental Liabilities". For purposes of this Agreementthe Borrowers, "ENVIRONMENTAL LIABILITIES" are any claims, demands, or liabilities under Environmental Laws which (i) arise out of or in any way relate to INT'X.xxx's or its Subsidiary's operations or activities, or any other real property at any time ownedleased, owned or operated by the Parent or leased its Subsidiaries is contaminated by INT'X.xxx any Hazardous Substance; and no portion of any real property leased, owned or operated by the Parent or its Subsidiaries is presently or, to the knowledge of the Borrowers, has ever been, the subject of an environmental audit, assessment or remedial action. (b) No portion of any real property leased, owned or operated by the Parent or its Subsidiaries has been used by the Parent or its Subsidiaries or, to the knowledge of the Borrowers, by any other Person, as or for a Subsidiarymine, landfill, dump or other disposal facility, gasoline service station or bulk petroleum products storage facility; and no portion of such real property or any other real property currently or at any time in the past leased, owned or operated by the Parent or its Subsidiaries has, pursuant to any Environmental Law, been placed on the “National Priorities List” or “CERCLIS List” (or any similar federal, state or local list) of sites subject to possible environmental problems. (c) All activities and operations of the Parent and its Subsidiaries are in compliance with the requirements of all applicable Environmental Laws; the Parent and its Subsidiaries have obtained all licenses and permits under Environmental Laws necessary to its respective operations, all such licenses and permits are being maintained in good standing, and each of the Parent and its Subsidiaries is in compliance with all terms and conditions of such licenses and permits; and neither the Parent nor any of its Subsidiaries is involved in any suit, action or proceeding, or has received any stockholder's use notice, complaint or ownership thereofother request for information from any Governmental Authority or other Person, whether vested or unvested, contingent or fixed, with respect to any actual or potentialalleged Environmental Claims, and (ii) arise from or relate to actions occurring (including the knowledge of the Borrowers, there are no threatened Environmental Claims, nor any failure to act) or conditions existing on or before the Closing Datebasis therefor.

Environmental Matters. INT'X.xxx and its Subsidiaries 3.20.1 Except for any matters that have complied in all material respects with all applicable federal, state and local laws (including, without limitation, case law, rules, regulations, orders, judgments, decrees, permits, licenses and governmental approvals) which are intended to protect the environment and/or human health or safety (collectively, "ENVIRONMENTAL LAWS"); neither INT'X.xxx nor any Subsidiary has handled, generated, used, stored, transported or disposed of any material, substance or waste which is regulated by Environmental Laws ("HAZARDOUS MATERIALS"), except for ordinary office and/or office-cleaning supplies, products, equipment, fluids and wastes customarily foundnot had, and would not reasonably be expected to have, individually or in quantities customarily foundthe aggregate, in a commercial office setting, which have Firstbank Material Adverse Effect: (a) Firstbank and each of the Firstbank Subsidiaries is and has been used in compliance with and has no Liability under applicable Environmental Laws; (iiib) Firstbank and each of the Firstbank Subsidiaries possesses, has possessed and is and has been in compliance with all required Environmental Permits; (c) there are no Environmental Claims pending or, to the knowledge Knowledge of INT'X.xxx Firstbank, threatened against Firstbank or any of the Firstbank Subsidiaries, and, to the Knowledge of Firstbank, there are no facts or circumstances which could reasonably be expected to form the basis for any Environmental Claim against Firstbank or any of the Firstbank Subsidiaries; (d) no Releases of Hazardous Materials have occurred and its no Person has been exposed to any Hazardous Materials at, from, in, to, on, or under any Firstbank Site and no Hazardous Materials are present in, on, about or migrating to or from any Firstbank Site that could give rise to an Environmental Claim against Firstbank or any of the Firstbank Subsidiaries; (e) neither Firstbank nor any of the Firstbank Subsidiaries there has entered into or is not nowsubject to, any judgment, decree, order or other similar requirement of or agreement with any Governmental Entity under any Environmental Laws; (f) neither Firstbank nor any of the Firstbank Subsidiaries has assumed responsibility for or agreed to indemnify or hold harmless any Person for any Liability, arising under or relating to Environmental Laws; and (g) neither Firstbank nor any of the Firstbank Subsidiaries, any predecessors of Firstbank or any of the Firstbank Subsidiaries, nor any entity previously owned by Firstbank or any of the Firstbank Subsidiaries, has there transported or arranged for the treatment, storage, handling, disposal, or transportation of any Hazardous Material to any off-Site location which has or could result in an Environmental Claim against Firstbank or any of the Firstbank Subsidiaries. 3.20.2 No Firstbank Site contains, and to the Knowledge of Firstbank has ever beencontained, any underground storage tanks. With respect to any underground storage tank that is listed in the Firstbank Disclosure Letter as an exception to the foregoing, each such underground storage tank presently or asbestos previously located on any real property ownedFirstbank Site has been operated, operated maintained and removed or leased by INT'X.xxx; (iv) INT'X.xxx closed in place, as applicable, in compliance with all applicable Environmental Laws, and has not conducted, nor is it aware of, been the source of any environmental investigations, studies, audits, tests, reviews or analyses, the purpose Release of which was to discover, identify, or otherwise characterize the condition of the soil, groundwater, air or the presence of a Hazardous Materials at any real property owned, operated or leased by INT'X.xxx; and (v) Material to the knowledge of INT'X.xxx and its Subsidiaries there are no "Environmental Liabilities". For purposes of this Agreement, "ENVIRONMENTAL LIABILITIES" are any claims, demands, or liabilities under Environmental Laws which (i) arise out of or in any way relate to INT'X.xxx's or its Subsidiary's operations or activities, or any real property at any time owned, operated or leased by INT'X.xxx or a Subsidiary, or any stockholder's use or ownership thereof, whether vested or unvested, contingent or fixed, actual or potential, and (ii) arise from or relate to actions occurring (including any failure to act) or conditions existing on or before the Closing Dateenvironment that has not been fully remediated.

Environmental Matters. INT'X.xxx (a) Parent is, and its Subsidiaries have complied at all times during the previous three years has been, in compliance in all material respects with all applicable federal, state state, local and local laws (foreign Laws and regulations relating to Materials of Environmental Concern, or otherwise relating to Environmental Laws, including, but not limited to, compliance with any Parent Permits or other governmental authorizations or the terms and conditions thereof and compliance with any Laws respecting the sale, distribution or labeling of products pursuant to Environmental Laws. (b) Parent has not received any written notice, whether from a governmental authority or otherwise, alleging any violation of or noncompliance with any Environmental Laws by Parent for which it is responsible, except for any such matters that have been substantially resolved without limitationmaterial outstanding obligations owed by or to Parent. (c) There is no writ, case lawinjunction, rulesdecree, regulationsor order outstanding, ordersand there is no pending or, judgmentsto Parent’s knowledge, decreesthreatened claim, permitsaction, licenses and investigation or notice by any Person alleging potential liability on the part of Parent or any of its Subsidiaries for investigatory, cleanup or governmental approvalsresponse costs, natural resource or property damages, personal injuries, attorney’s fees or penalties relating to (i) the presence, or release into the environment, of any Materials of Environmental Concern at any location owned or operated by Parent, now or in the past, or otherwise caused by Parent or by the actions of any other party for which are intended Parent would be liable by contract or pursuant to protect the environment and/or human health Environmental Laws or safety (ii) any violation, or alleged violation, of any Environmental Law (collectively, "ENVIRONMENTAL LAWS"); neither INT'X.xxx nor any Subsidiary has handled, generated, used, stored, transported or disposed of any material, substance or waste which is regulated by “Parent Environmental Laws ("HAZARDOUS MATERIALS"Claims”), except where such Parent Environmental Claims would not have a Parent Material Adverse Effect or otherwise require disclosure in the Parent SEC Reports. (d) There are no facts or circumstances known to Parent that could reasonably be expected to form the basis of any Parent Environmental Claim against Parent or against any other Person whose liability for ordinary office and/or officeany Parent Environmental Claim Parent has retained or assumed (either contractually or by operation of Law), except where such Parent Environmental Claim, if made, would not have a Parent Material Adverse Effect or otherwise require disclosure in the Parent SEC Reports. (e) Parent has made available to the Company all material assessments, reports, data, results of investigations and audits that are in the Company’s possession which relate to the business of Parent and its compliance (or non-cleaning supplies, products, equipment, fluids and wastes customarily found, and in quantities customarily found, in a commercial office setting, which have been used in compliance compliance) with any Environmental Laws; (iii) to the knowledge of INT'X.xxx and its Subsidiaries there is not now, nor has there ever been, any underground storage tank or asbestos on any real property owned, operated or leased by INT'X.xxx; (iv) INT'X.xxx has not conducted, nor is it aware of, any environmental investigations, studies, audits, tests, reviews or analyses, the purpose of which was to discover, identify, or otherwise characterize the condition of the soil, groundwater, air or the presence of Hazardous Materials at any real property owned, operated or leased by INT'X.xxx; and (v) to the knowledge of INT'X.xxx and its Subsidiaries there are no "Environmental Liabilities". For purposes of this Agreement, "ENVIRONMENTAL LIABILITIES" are any claims, demands, or liabilities under Environmental Laws which (i) arise out of or in any way relate to INT'X.xxx's or its Subsidiary's operations or activities, or any real property at any time owned, operated or leased by INT'X.xxx or a Subsidiary, or any stockholder's use or ownership thereof, whether vested or unvested, contingent or fixed, actual or potential, and (ii) arise from or relate to actions occurring (including any failure to act) or conditions existing on or before the Closing Date.

Environmental Matters. INT'X.xxx (a) Except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect: (i) the businesses of Parent and its Subsidiaries are, and since January 1, 2019 have complied been, in all material respects compliance with all applicable federal, state and local laws (including, without limitation, case law, rules, regulations, orders, judgments, decrees, permits, licenses and governmental approvals) which are intended to protect the environment and/or human health or safety (collectively, "ENVIRONMENTAL LAWS"); neither INT'X.xxx nor any Subsidiary has handled, generated, used, stored, transported or disposed of any material, substance or waste which is regulated by Environmental Laws ("HAZARDOUS MATERIALS"), except for ordinary office and/or office-cleaning supplies, products, equipment, fluids and wastes customarily found, possess and in quantities customarily found, in a commercial office setting, which have been used are in compliance with all Permits required by all applicable Environmental Laws; (iii) Laws for the conduct of their respective businesses as currently conducted and all such Permits are in full force and effect, and to the knowledge of INT'X.xxx and Parent, such Permits are not subject to challenge by any Person reasonably expected to result in the revocation or non-renewal of such Permits; (A) since January 1, 2019, no written notice, notification, demand, order, request for information, citation, summons, complaint or penalty has been received by Parent or any of its Subsidiaries and (B) there is not noware no judicial, nor has there ever beenadministrative or other actions, claims, suits or proceedings pending or, to Parent’s knowledge, threatened, in the case of each of (A) and (B), with respect to any underground storage tank or asbestos on matters arising out of any real property owned, operated or leased by INT'X.xxx; (iv) INT'X.xxx Environmental Law that has not conductedbeen settled, nor is it aware ofdismissed, any environmental investigationspaid or otherwise resolved; (iii) there has been no Release of Hazardous Substances (A) at, studies, audits, tests, reviews or analyses, the purpose of which was to discover, identifyto, or otherwise characterize the condition of the soilfrom any property currently or, groundwater, air or the presence of Hazardous Materials at any real property owned, operated or leased by INT'X.xxx; and (v) to the knowledge of INT'X.xxx and Parent, formerly owned or operated by Parent or any of its Subsidiaries there or (B) arising from the operations of Parent or any of its Subsidiaries, in the case of each of (A) and (B) the subject of which remains unresolved; and (iv) Parent has made available to the Company complete and correct copies of all material environmental reports, inspections, assessments, studies, tests, and audits addressing environmental liabilities or obligations under any Environmental Law, Decommissioning obligations, in each case, of Parent or any of its Subsidiaries, and material correspondence with any Governmental Authority regarding the foregoing to the extent such are no "Environmental Liabilities". For purposes in the possession of Parent or any of its Subsidiaries. (b) Notwithstanding any other provisions of this Agreement, "ENVIRONMENTAL LIABILITIES" are any claimsthe representations and warranties in this Section 4.20, demandsalong with Section 4.10 and Section 4.23, or liabilities under constitute the sole and exclusive representations and warranties made by Parent with respect to Environmental Laws which (i) arise out of or in any way relate to INT'X.xxx's or its Subsidiary's operations or activitiesLaws, Hazardous Substances or any real property at any time owned, operated or leased by INT'X.xxx or a Subsidiary, or any stockholder's use or ownership thereof, whether vested or unvested, contingent or fixed, actual or potential, and (ii) arise from or relate to actions occurring (including any failure to act) or conditions existing on or before the Closing Dateother environmental matters.

Environmental Matters. INT'X.xxx and its Subsidiaries have complied (1) Except for such matters that are not, individually or in the aggregate, reasonably likely to result in material liability to any Acquired Company: (A) each Acquired Company has at all times been in compliance in all material respects with all applicable federalEnvironmental Laws, state and local laws (including, without limitation, case law, rules, regulations, orders, judgments, decrees, which compliance includes compliance with all permits, licenses licenses, authorizations, orders and governmental approvals) which are intended to protect approvals required under applicable Environmental Laws for the environment and/or human health or safety operation of the business of the Acquired Companies as currently conducted (collectively, "ENVIRONMENTAL LAWS"the “Environmental Permits”); neither INT'X.xxx nor any Subsidiary has handled(B) all Environmental Permits are in full force and effect and, generatedwhere applicable, used, stored, transported applications for renewal or disposed amendment thereof have been timely filed; (C) no suspension or cancellation of any materialEnvironmental Permit is pending or threatened in writing; and (D) except as disclosed in the Environmental Reports, substance no Acquired Company has caused or waste which is regulated knowingly permitted any Release of Hazardous Substances at any Acquired Company Property and, to Seller’s Knowledge there have been no other Releases of Hazardous Substances at real property currently or formerly owned or operated by Environmental Laws ("HAZARDOUS MATERIALS")any Acquired Company, except for ordinary office and/or office-cleaning supplies, products, equipment, fluids and wastes customarily found, and in quantities customarily foundeach case, in a commercial office settingmanner that could reasonably be expected to result in liability to any Acquired Company pursuant to any Environmental Law. (2) No Acquired Company is a party to, which have been used in compliance with Environmental Laws; (iii) to or is the knowledge of INT'X.xxx and its Subsidiaries there is not now, nor has there ever been, any underground storage tank or asbestos on any real property owned, operated or leased by INT'X.xxx; (iv) INT'X.xxx has not conducted, nor is it aware subject of, any environmental investigationspending or, studiesto Seller’s Knowledge, auditsthreatened Legal Proceeding (A) seeking to impose any material financial responsibility for any investigation, testscleanup, reviews removal, containment or analyses, the purpose of which was to discover, identifyany other remediation or compliance under any Environmental Law, or otherwise characterize the condition (B) alleging any material liability for assumption of, or provision of indemnity against, any liability or obligation of any Person under any Environmental Law. No Acquired Company is subject to any Order or agreement by or with any Governmental Authority or third party imposing any material liability or obligation with respect to any of the soil, groundwater, air foregoing. (3) Parent has Previously Disclosed to Buyer true and complete copies of all material environmental reports and audits in Parent’s possession and prepared by or on behalf of Parent or Seller during the presence of Hazardous Materials at any real property owned, operated or leased by INT'X.xxx; and (v) three-year period prior to the knowledge of INT'X.xxx and its Subsidiaries there are no "Environmental Liabilities". For purposes of this Agreement, "ENVIRONMENTAL LIABILITIES" are any claims, demands, or liabilities under Environmental Laws which (i) arise out of or in any way relate date hereof relating to INT'X.xxx's or its Subsidiary's operations or activities, or any real property at any time owned, operated or leased by INT'X.xxx or a Subsidiary, or any stockholder's use or ownership thereof, whether vested or unvested, contingent or fixed, actual or potential, and (ii) arise from or relate to actions occurring (including any failure to act) or conditions existing on or before the Closing DateAcquired Company Properties.

Environmental Matters. INT'X.xxx Except for those matters as have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect: (a) Parent and its Subsidiaries have complied in all material respects with all applicable federal, state and local laws (including, without limitation, case law, rules, regulations, orders, judgments, decrees, permits, licenses their respective operations and governmental approvals) which are intended to protect the environment and/or human health or safety (collectively, "ENVIRONMENTAL LAWS"); neither INT'X.xxx nor any Subsidiary has handled, generated, used, stored, transported or disposed of any material, substance or waste which is regulated by Environmental Laws ("HAZARDOUS MATERIALS"), except for ordinary office and/or office-cleaning supplies, products, equipment, fluids and wastes customarily foundassets are, and in quantities customarily foundsince the Parent Applicable Date have been, in a commercial office setting, which have been used in compliance with Environmental Laws; , which compliance includes, and since the Parent Applicable Date has included, obtaining, maintaining and complying with all Parent Permits required under Environmental Laws for their respective operations and occupancy of any real property; (iiib) to the knowledge of INT'X.xxx Parent and its Subsidiaries (and their respective properties and operations) are not subject to any pending or, to Parent’s knowledge, threatened Proceedings under Environmental Laws; (c) there is not nowhas been no exposure of any Person to any Hazardous Materials, nor has there ever been, any underground storage tank or asbestos on any real property owned, operated or leased by INT'X.xxx; (iv) INT'X.xxx has not conducted, nor is it aware of, any environmental investigations, studies, audits, tests, reviews or analyses, the purpose of which was to discover, identify, or otherwise characterize the condition of the soil, groundwater, air or the presence Release of Hazardous Materials at any real property ownedcurrently owned or operated (or to Parent’s knowledge, operated formerly owned or leased operated) by INT'X.xxx; and (v) Parent or any of its Subsidiaries, in each case, which has resulted in liability to the knowledge of INT'X.xxx and Parent or its Subsidiaries there are no "under Environmental Liabilities". For purposes Laws, and, since the Parent Applicable Date, neither Parent nor any of this Agreement, "ENVIRONMENTAL LIABILITIES" are its Subsidiaries has received any claims, demandswritten notice asserting a violation of, or liabilities under liability or obligation under, any Environmental Laws which (i) arise out with respect to any Release of any Hazardous Materials at or from any property currently or formerly owned or operated by Parent, by or in connection with Parent’s operations, or at or from any way relate to INT'X.xxx's offsite location where Hazardous Materials from Parent’s or its Subsidiary's Subsidiaries’ operations have been sent for treatment, disposal, storage or activitieshandling, in each case that remains unresolved; and (d) except for customary indemnities in standard service agreements or leases, neither Parent nor any of its Subsidiaries has assumed, undertaken, provided an indemnity with respect to, or otherwise become subject to, any real property at liability of any time owned, operated or leased by INT'X.xxx or a Subsidiary, or other Person under any stockholder's use or ownership thereof, whether vested or unvested, contingent or fixed, actual or potential, and (ii) arise from or relate to actions occurring (including any failure to act) or conditions existing on or before the Closing DateEnvironmental Law.

Environmental Matters. INT'X.xxx (a) To the knowledge of Parent, the Parent and its the Parent Subsidiaries have complied are in all material respects compliance with all applicable federal, state and local laws (including, without limitation, case law, rules, regulations, orders, judgments, decrees, permits, licenses and governmental approvals) which are intended to protect the environment and/or human health or safety (collectively, "ENVIRONMENTAL LAWS"); neither INT'X.xxx nor any Subsidiary has handled, generated, used, stored, transported or disposed of any material, substance or waste which is regulated by Environmental Laws ("HAZARDOUS MATERIALS")Laws, except for ordinary office and/or office-cleaning suppliesany noncompliance that, productseither individually or in the aggregate, equipmentcould not reasonably be expected to have a Parent Material Adverse Effect. (b) Except as set forth in Section 6.13(b) of the Parent Disclosure Schedule, fluids and wastes customarily found(i) neither the Parent nor any Parent Subsidiary has entered into or been subject to any consent decree, and in quantities customarily foundcompliance order, in a commercial office settingor administrative order under any Environmental Law, which have been used in compliance with Environmental Laws; (iiiii) there is no administrative or judicial enforcement proceeding pending, or to the knowledge of INT'X.xxx and its Subsidiaries there is not nowthe Parent, threatened, against the Parent or any Parent Subsidiary under any Environmental Law, (iii) neither the Parent nor any Parent Subsidiary has there ever beenreceived notice under the citizen suit provision of any Environmental Law, any underground storage tank or asbestos on any real property owned, operated or leased by INT'X.xxx; (iv) INT'X.xxx neither the Parent nor any Parent Subsidiary or, to the knowledge of the Parent, any legal predecessor of the Parent or any Parent Subsidiary, has not conductedreceived any notice that it is potentially responsible under any Environmental Law for costs of response or for damages to natural resources, as those terms are defined under the Environmental Laws, at any location, (v) neither the Parent nor is it aware any Parent Subsidiary or, to the knowledge of the Parent, any legal predecessor of the Parent or any Parent Subsidiary, has received any request for information, notice, demand letter, or formal or informal complaint or claim under any Environmental Law or with respect to environmental matters, and (vi) the Parent and the Parent Subsidiaries have no reason to believe that any of the above will be forthcoming. (c) To the knowledge of Parent, neither the Parent nor any Parent Subsidiary has generated, manufactured, refined, transported, treated, stored, handled, disposed, transferred, produced or processed any Hazardous Materials, except in compliance with all applicable Environmental Laws. (d) To the knowledge of Parent, neither the Parent nor any Parent Subsidiary has transported or disposed of, or allowed or arranged for any third party to transport or dispose of, any environmental investigationswaste containing Hazardous Materials to or at any location included on the National Priorities List, studies, audits, tests, reviews or analyses, the purpose of which was to discover, identifyas defined under CERCLA, or otherwise characterize any location proposed for inclusion on that list or at any location on any analogous state list. (e) To the condition knowledge of Parent, except as set forth in Section 6.13(e) of the soilParent Disclosure Schedule, groundwater(i) neither the Parent nor any Parent Subsidiary has released (as that term is defined in CERCLA) any Hazardous Material on, air in, under or the presence of Hazardous Materials at any real property owned, operated owned or leased by INT'X.xxx; and (v) to the knowledge of INT'X.xxx and its Subsidiaries there are no "Environmental Liabilities". For purposes of this Agreement, "ENVIRONMENTAL LIABILITIES" are any claims, demands, or liabilities under Environmental Laws which (i) arise out of or in any way relate to INT'X.xxx's or its Subsidiary's operations or activities, Parent or any real property at any time owned, operated or leased by INT'X.xxx or a Parent Subsidiary, or any stockholder's use or ownership thereof, whether vested or unvested, contingent or fixed, actual or potential, and (ii) arise from the Parent has no knowledge of any release (as that term is defined in CERCLA) on, in, under or relate to actions occurring at the real property owned or leased by the Parent or any Parent Subsidiary or predecessor entity of Hazardous Materials. (including f) To the knowledge of the Parent, there is no hazardous waste treatment, storage or disposal facility, underground storage tank, landfill, surface impoundment, underground injection well, friable asbestos or polychlorinated biphenyls (PCBs), as those terms are defined under any failure to actEnvironmental Laws, located at any of the real property owned or leased by the Parent or any Parent Subsidiary or predecessor entity or facilities utilized by the Parent or the Parent Subsidiaries. (g) No lien has been imposed on any real property owned or conditions existing leased by the Parent or any Parent Subsidiary by any governmental agency at the federal, state or local level in connection with the presence on or before the Closing Dateoff such property of any Hazardous Material.

Environmental Matters. INT'X.xxx Except as would not result in material liability to the Company or any of its Subsidiaries, no underground storage tanks and its Subsidiaries have complied in all material respects with all no amount of any substance that has been designated by any Governmental Entity or by applicable federal, state and or local laws (law to be radioactive, toxic, hazardous or otherwise a danger to health or the environment, including, without limitation, case lawPCBs, rulesasbestos, regulationspetroleum, ordersurea-formaldehyde and all substances listed as hazardous substances pursuant to the Comprehensive Environmental Response, judgmentsCompensation, decreesand Liability Act of 1980, permitsas amended, licenses or defined as a hazardous waste pursuant to the United States Resource Conservation and governmental approvalsRecovery Act of 1976, as amended, and the regulations promulgated pursuant to said laws, but excluding office and janitorial supplies, (a "HAZARDOUS MATERIAL") which are intended present, as a result of the actions of the Company or any of its Subsidiaries or any affiliate of the Company, or, to protect the environment and/or human health or safety (collectivelyCompany's knowledge, "ENVIRONMENTAL LAWS"); neither INT'X.xxx nor any Subsidiary has handled, generated, used, stored, transported or disposed as a result of any materialactions of any third party or otherwise, substance in, on or waste which is regulated by Environmental Laws ("HAZARDOUS MATERIALS")under any property, except for ordinary office and/or office-cleaning suppliesincluding the land and the improvements, productsground water and surface water thereof, equipment, fluids and wastes customarily found, and in quantities customarily found, in a commercial office setting, which have been used in compliance with Environmental Laws; (iii) to that the knowledge Company or any of INT'X.xxx and its Subsidiaries there is not now, nor has there ever been, any underground storage tank or asbestos on any real property owned, operated or leased by INT'X.xxx; (iv) INT'X.xxx has not conducted, nor is it aware of, any environmental investigations, studies, audits, tests, reviews or analyses, the purpose of which was to discover, identify, or otherwise characterize the condition of the soil, groundwater, air or the presence of Hazardous Materials at any real property owned, operated or leased by INT'X.xxx; and (v) to the knowledge of INT'X.xxx and its Subsidiaries there are no "Environmental Liabilities". For purposes of this Agreement, "ENVIRONMENTAL LIABILITIES" are any claims, demands, or liabilities under Environmental Laws which (i) arise out of or in any way relate to INT'X.xxx's or its Subsidiary's operations or activities, or any real property at any time owned, operated operated, occupied or leased by INT'X.xxx leased. (a) Except as would not result in a material liability to the Company (in any individual case or a Subsidiaryin the aggregate) (i) neither the Company nor any of its Subsidiaries has transported, stored, used, manufactured, disposed of, released or exposed its employees or others to Hazardous Materials in violation of any stockholder's use law in effect on or ownership thereof, whether vested or unvested, contingent or fixed, actual or potentialbefore the Appointment Time, and (ii) arise from neither the Company nor any of its Subsidiaries has disposed of, transported, sold, used, released, exposed its employees or relate others to actions occurring or manufactured any product containing a Hazardous Material (including collectively "HAZARDOUS MATERIALS ACTIVITIES") in violation of any failure rule, regulation, treaty or statute promulgated by any Governmental Entity in effect prior to actor as of the date hereof to prohibit, regulate or control Hazardous Materials or any Hazardous Material Activity. (b) The Company and its Subsidiaries currently hold all environmental approvals, permits, licenses, clearances and consents (the "COMPANY ENVIRONMENTAL PERMITS") necessary for the conduct of the Company's and its Subsidiaries' Hazardous Material Activities and other businesses of the Company and its Subsidiaries as such activities and businesses are currently being conducted, except where the absence of such Company Environmental Permits would not result in a Material Adverse Effect. (c) No action, proceeding, revocation proceeding, amendment procedure, writ or conditions existing on injunction is pending, and to the Company's knowledge, no action, proceeding, revocation proceeding, amendment procedure, writ or before injunction has been threatened by any Governmental Entity against the Closing DateCompany or any of its Subsidiaries in a writing delivered to the Company or any of its Subsidiaries concerning any Company Environmental Permit, Hazardous Material or any Hazardous Materials Activity of the Company or any of its Subsidiaries. The Company is not aware of any fact or circumstance which could involve the Company or any of its Subsidiaries in any material environmental litigation or impose upon the Company any material environmental liability.

Environmental Matters. INT'X.xxx (i) Except as is not, individually or in the aggregate, reasonably likely to have a Parent Material Adverse Effect, (A) the operations of Parent and its Subsidiaries are, and at all times since January 1, 2002 have been, in compliance with all applicable Environmental Laws, including possession and compliance with the terms of all licenses required by Environmental Laws, and Parent and its Subsidiaries have complied in all material respects with all applicable federal, state and local laws (including, without limitation, case law, rules, regulations, orders, judgments, decrees, permits, licenses and governmental approvals) which are intended to protect the environment and/or human health or safety (collectively, "ENVIRONMENTAL LAWS"); neither INT'X.xxx nor not received written notice from any Subsidiary has handled, generated, used, stored, transported or disposed Governmental Entity of any materialfacts or circumstances that would materially increase the cost of maintaining such compliance in the future, substance (B) there are no pending or, to the Knowledge of Parent, threatened suits, actions, investigations or waste which is regulated by proceedings under or pursuant to Environmental Laws ("HAZARDOUS MATERIALS")by any Governmental Entity or any other Person against Parent or any of its Subsidiaries or, except for ordinary office and/or office-cleaning supplies, products, equipment, fluids and wastes customarily found, and in quantities customarily found, in a commercial office setting, which have been used in compliance with Environmental Laws; (iii) to the knowledge Knowledge of INT'X.xxx and its Subsidiaries there is not nowParent, nor has there ever been, any underground storage tank or asbestos on involving any real property currently or formerly owned, operated or leased by INT'X.xxx; Parent or any of its Subsidiaries, (ivC) INT'X.xxx has not conductedParent and its Subsidiaries have received no written allegations of any Environmental Liabilities and, nor is it aware ofto the Knowledge of Parent, any environmental investigationsno facts, studiescircumstances or conditions relating to, audits, tests, reviews associated with or analyses, the purpose of which was attributable to discover, identify, or otherwise characterize the condition of the soil, groundwater, air or the presence of Hazardous Materials at any real property currently or formerly owned, operated or leased by INT'X.xxx; Parent or any of its Subsidiaries or Parent's or Subsidiary's operations thereon has resulted in or is reasonably likely to result in Environmental Liabilities, and (vD) all material environmental reports, assessments and data produced in the last five years and in the possession or control of Parent or its Subsidiaries have been provided to the knowledge of INT'X.xxx and its Subsidiaries there are no "Environmental Liabilities". For purposes of this Agreement, "ENVIRONMENTAL LIABILITIES" are any claims, demands, or liabilities under Environmental Laws which Company. (iii) arise out of or Without in any way relate limiting the generality of the foregoing, to INT'X.xxx's the Knowledge of Parent, (A) there is no asbestos contained in or its Subsidiary's operations forming part of any building, building component, structure or activities, or any real property at any time owned, operated office space currently owned or leased by INT'X.xxx Parent or a Subsidiary, or any stockholder's use or ownership thereof, whether vested or unvested, contingent or fixed, actual or potential, its Subsidiaries and (iiB) arise from no PCB's are used or relate to actions occurring (including stored at any failure to act) property currently owned or conditions existing on leased by Parent or before the Closing Dateits Subsidiaries.

Environmental Matters. INT'X.xxx Except for those matters that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect: (a) Parent and its Subsidiaries have complied in all material respects with all applicable federal, state and local laws (including, without limitation, case law, rules, regulations, orders, judgments, decrees, permits, licenses their respective operations and governmental approvals) which are intended to protect the environment and/or human health or safety (collectively, "ENVIRONMENTAL LAWS"); neither INT'X.xxx nor any Subsidiary has handled, generated, used, stored, transported or disposed of any material, substance or waste which is regulated by Environmental Laws ("HAZARDOUS MATERIALS"), except for ordinary office and/or office-cleaning supplies, products, equipment, fluids and wastes customarily foundassets are, and in quantities customarily foundsince the Applicable Date have been, in a commercial office setting, which have been used in compliance with Environmental Laws; , which compliance includes, and since the Applicable Date has included, obtaining, maintaining and complying with all Parent Permits required under Environmental Laws for their respective operations and occupancy of any real property; (iiib) to the knowledge of INT'X.xxx Parent and its Subsidiaries (and their respective properties and operations) are not subject to any pending or, to Parent’s knowledge, threatened Proceedings under Environmental Laws; (c) there is not nowhas been no exposure of any Person to, nor Release of Hazardous Materials at any property currently owned or operated (or to Parent’s knowledge, formerly owned or operated) by Parent or any of its Subsidiaries, in each case, which has there ever beenresulted in liability to Parent or its Subsidiaries under Environmental Law, and, since the Applicable Date, neither Parent nor any of its Subsidiaries has received any written notice asserting a violation of, or liability or obligation under, any underground Environmental Laws with respect to any Release of any Hazardous Materials at or from any property currently owned or operated by Parent, by or in connection with Parent’s operations, or at or from any offsite location where Hazardous Materials from Parent’s or its Subsidiaries’ operations have been sent for treatment, disposal, storage tank or asbestos on handling, in each case that remains unresolved; and (d) except for customary indemnities in standard service agreements, neither Parent nor any real property ownedof its Subsidiaries has assumed, operated undertaken, provided an indemnity with respect to, or leased by INT'X.xxx; (iv) INT'X.xxx has not conducted, nor is it aware ofotherwise become subject to, any liability of any other Person under any Environmental Law. (e) Parent has made available to the Company all environmental investigations, studies, audits, testsor other analyses conducted during the past four (4) years by or on behalf of Parent or that are in the possession or reasonable control of Parent or its Subsidiaries addressing material or potentially material environmental liabilities of Parent or its Subsidiaries, reviews including with respect to any of their operations or analyses, the purpose of which was to discover, identify, or otherwise characterize the condition of the soil, groundwater, air or the presence of Hazardous Materials at any real property owned, operated or leased otherwise used by INT'X.xxx; and (v) to the knowledge any of INT'X.xxx and its Subsidiaries there are no "Environmental Liabilities". For purposes of this Agreement, "ENVIRONMENTAL LIABILITIES" are any claims, demands, or liabilities under Environmental Laws which (i) arise out of or in any way relate to INT'X.xxx's or its Subsidiary's operations or activities, or any real property at any time owned, operated or leased by INT'X.xxx or a Subsidiary, or any stockholder's use or ownership thereof, whether vested or unvested, contingent or fixed, actual or potential, and (ii) arise from or relate to actions occurring (including any failure to act) or conditions existing on or before the Closing Datethem.

Environmental Matters. INT'X.xxx Except as set forth in Section 4.20 of the --------------------- Buyer Disclosure Schedule: (a) Each of Buyer, its Subsidiaries, the Participation Facilities and its Subsidiaries have complied in all material respects with all applicable federal, state and local laws the Loan Properties (including, without limitation, case law, rules, regulations, orders, judgments, decrees, permits, licenses and governmental approvalseach as hereinafter defined) which are intended to protect the environment and/or human health or safety (collectively, "ENVIRONMENTAL LAWS"); neither INT'X.xxx nor any Subsidiary has handled, generated, used, stored, transported or disposed of any material, substance or waste which is regulated by Environmental Laws ("HAZARDOUS MATERIALS"), except for ordinary office and/or office-cleaning supplies, products, equipment, fluids and wastes customarily foundare, and in quantities customarily foundhave been, in a commercial office setting, which have been used in compliance with Environmental Laws; , except for violations which, either individually or in the aggregate, have not had and cannot reasonably be expected to have a Material Adverse Effect on Buyer; (iiib) There is no suit, claim, action or proceeding, pending or threatened, before any Governmental Entity or other forum in which Buyer, any of its Subsidiaries, any Participation Facility or any Loan Property, has been or, with respect to threatened proceedings, may be, named as a defendant (x) for alleged noncompliance (including by any predecessor), with any Environmental Laws, or (y) relating to the knowledge release, threatened release or exposure to any material whether or not occurring at or on a site owned, leased or operated by Buyer or any of INT'X.xxx its Subsidiaries, any Participation Facility or any Loan Property, except where such noncompliance or release has not resulted, and cannot be reasonably expected to result, either individually or in the aggregate, a Material Adverse Effect on Buyer; (c) During the period of (x) Buyer's or any of its Subsidiaries' ownership or operation of any of their respective current properties, (y) Buyer's or any of its Subsidiaries' participation in the management of any Participation Facility, or (z) Buyer's or any of its Subsidiaries' holding of a security interest in a Loan Property, there has been no release of materials in, on, under or affecting any such property, except where such release has not had and cannot reasonably be expected to result in, either individually or in the aggregate, a Material Adverse Effect on Buyer. Prior to the period of (x) Buyer's or any of its Subsidiaries' ownership or operation of any of their respective current properties, (y) Buyer's or any of its Subsidiaries' participation in the management of any Participation Facility, or (z) Buyer's or any of its Subsidiaries' holding of a security interest in a Loan Property, there was no release or threatened release of materials in, on, under or affecting any such property, Participation Facility or Loan Property, except where such release has not had and cannot be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect on Buyer; and (d) The following definitions apply for purposes of this Section 4.20: (x) "Loan Property" means any property in which Buyer or any of its Subsidiaries there is not nowholds a security interest, nor has there ever beenand, any underground storage tank where required by the context, said term means the owner or asbestos on any real property owned, operated or leased by INT'X.xxx; (iv) INT'X.xxx has not conducted, nor is it aware of, any environmental investigations, studies, audits, tests, reviews or analyses, the purpose operator of which was to discover, identify, or otherwise characterize the condition of the soil, groundwater, air or the presence of Hazardous Materials at any real property owned, operated or leased by INT'X.xxxsuch property; and (vy) to the knowledge "Participation Facility" means any facility in which Buyer or any of INT'X.xxx and its Subsidiaries there are no "Environmental Liabilities". For purposes participates in the management and, where required by the context, said term means the owner or operator of this Agreement, "ENVIRONMENTAL LIABILITIES" are any claims, demands, or liabilities under Environmental Laws which (i) arise out of or in any way relate to INT'X.xxx's or its Subsidiary's operations or activities, or any real property at any time owned, operated or leased by INT'X.xxx or a Subsidiary, or any stockholder's use or ownership thereof, whether vested or unvested, contingent or fixed, actual or potential, and (ii) arise from or relate to actions occurring (including any failure to act) or conditions existing on or before the Closing Datesuch property.

Environmental Matters. INT'X.xxx Except for matters disclosed in the Parent SEC Documents filed prior to the date hereof and except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect on the Parent, the Parent and its Subsidiaries have complied subsidiaries and the properties and operations of the Parent and its subsidiaries and, with respect to the operations of the Parent, its predecessors, are not subject to any pending or, to the knowledge of the Parent, threatened action under any Environmental Law, including without limitation with respect to any present or former operations, facilities or subsidiaries and, with respect to the operations of the Parent, its predecessors. Except as would not reasonably be expected, individually or in all material respects with all applicable federalthe aggregate, state and local laws (includingto result in a Material Adverse Effect on the Parent, without limitation, case law, rules, regulations, orders, judgments, decrees, permits, licenses and governmental approvals) which are intended to protect there has been no Release of any Hazardous Materials into the environment and/or human health by the Parent or safety (collectivelyits subsidiaries or their predecessors, "ENVIRONMENTAL LAWS"); neither INT'X.xxx and there are no Hazardous Materials present at, on, under, within or which have migrated from, any properties of the Parent or its subsidiaries or, including without limitation any former property owned, leased or operated by the Parent, its subsidiaries, or their respective predecessors, with respect to the operations of the Parent, its subsidiaries or their respective predecessors. Neither the Parent nor any Subsidiary of its subsidiaries nor, with respect to the operations of the Parent, its or its subsidiaries’ corporate predecessors (x) has handledreceived any written notice that the Parent, generatedany of its subsidiaries or their predecessors or any of their respective present or former operations or facilities is or may be a potentially responsible party or otherwise liable in connection with any site used for the disposal of or otherwise containing Hazardous Materials, used, stored, transported or disposed of any material, substance or waste which is regulated by Environmental Laws ("HAZARDOUS MATERIALS"), except for ordinary office and/or office-cleaning supplies, products, equipment, fluids and wastes customarily found, and in quantities customarily found, in a commercial office setting, which have been used in compliance with Environmental Laws; (iiiy) to the knowledge of INT'X.xxx and its Subsidiaries there is not nowthe Parent, nor without further inquiry, has there ever been, any underground storage tank or asbestos on any real property owned, operated or leased by INT'X.xxx; (iv) INT'X.xxx has not conducted, nor is it aware disposed of, any environmental investigations, studies, audits, tests, reviews or analyses, arranged for the purpose of which was to discover, identifydisposal of, or otherwise characterize the condition of the soil, groundwater, air or the presence of transported any Hazardous Materials at to any real property ownedsite which is listed on the U.S. Environmental Protection Agency’s National Priorities List or which is otherwise subject to a material remediation, operated investigation or leased by INT'X.xxx; and (v) to the knowledge of INT'X.xxx and its Subsidiaries there are no "Environmental Liabilities". For purposes of this Agreement, "ENVIRONMENTAL LIABILITIES" are any claims, demands, clean-up order or liabilities under Environmental Laws which (i) arise out of or in any way relate to INT'X.xxx's or its Subsidiary's operations or activities, or any real property at any time owned, operated or leased by INT'X.xxx or a Subsidiary, or any stockholder's use or ownership thereof, whether vested or unvested, contingent or fixed, actual or potential, and (ii) arise agreement from or relate to actions occurring (including any failure to act) or conditions existing on or before the Closing Datewith a Governmental Authority.

Environmental Matters. INT'X.xxx With respect to Parent's Business or any of Parent's or its Subsidiaries' assets, except as set forth on Schedule 4.15 and except for such of the following as could not reasonably be expected to result in a Parent Material Adverse Effect: (a) Parent and its Subsidiaries are in compliance with all Environmental Laws. (b) Without limiting the generality of the foregoing, Parent and its Subsidiaries have complied obtained and maintain in effect all material respects with all applicable federal, state and local laws (including, without limitation, case law, rules, regulations, orders, judgments, decrees, permits, licenses and governmental approvals) which are intended to protect Environmental Permits required for the environment and/or human health operation of Parent's Business or safety (collectively, "ENVIRONMENTAL LAWS"); neither INT'X.xxx nor any Subsidiary has handled, generated, used, stored, transported or disposed of any material, substance or waste which is regulated by Environmental Laws ("HAZARDOUS MATERIALS")their respective assets, except for ordinary office and/or office-cleaning supplies, products, equipment, fluids Environmental Permits for which there are pending applications submitted pursuant to Parent's Permitting and wastes customarily foundReclamation Plan Agreement, and in quantities customarily found, in a commercial office setting, which have been used are in compliance with all such Environmental Permits. No such Environmental Permit is subject to renewal, amendment or modification other than in the ordinary course of Parent's Business, and there are no pending, or to the best of Parent's Knowledge, any threatened actions to revoke or terminate any such Environmental Permits. (c) To its Knowledge, Parent has made available to the Company or its representatives prior to the execution of this Agreement the most recent environmental site assessments, compliance reviews, or audits and any other material environmental documents concerning the assets of Parent or its Subsidiaries or Parent's Business that are in the possession of Parent or its Subsidiaries, including all those regarding environmental matters pertaining to, or the environmental condition of, such Business or the compliance (or non-compliance) of such Business with any Environmental Laws; . (iiid) to To the knowledge Knowledge of INT'X.xxx and its Subsidiaries there is not nowParent, nor no material Release of Hazardous Materials has there ever been, any underground storage tank occurred on or asbestos on any beneath the real property owned, operated leased or leased occupied by INT'X.xxx; (iv) INT'X.xxx has not conductedParent or its Subsidiaries, nor is it aware ofand no Hazardous Materials are present in any material amounts at any such real property, any environmental investigations, studies, audits, tests, reviews or analyses, the purpose of which was to discover, identify, or otherwise characterize the condition of the soil, groundwater, air or the presence except for inventories of Hazardous Materials at to be used, and wastes generated therefrom, in the ordinary course of business of Parent and its Subsidiaries (which inventories and wastes, if any, were and are stored or disposed of in accordance with applicable Environmental Laws). (e) To the Knowledge of Parent, with respect to Parent's Business, since October 1, 2004 and, to the best of Parent's Knowledge, since January 1, 1999, none of Parent, its Subsidiaries or their predecessors or Affiliates has treated, stored, transported, disposed of, arranged for or permitted the disposal of, handled or released any Hazardous Materials or owned or operated any real property ownedor facility so as to give rise to any material Liability under any Environmental Law, operated other than any Black Lung Liabilities or leased by INT'X.xxx; any Liabilities arising under the Surface Mining Control and (v) to the knowledge Reclamation Act of INT'X.xxx and its Subsidiaries there are no "Environmental Liabilities". For purposes of this Agreement1977, "ENVIRONMENTAL LIABILITIES" are any claims, demands, or liabilities under Environmental Laws which (i) arise out of or in any way relate to INT'X.xxx's or its Subsidiary's operations or activitiesas amended, or any real property at any time owned, operated similar federal or leased by INT'X.xxx or a Subsidiary, or any stockholder's use or ownership thereof, whether vested or unvested, contingent or fixed, actual or potential, and (ii) arise from or relate to actions occurring (including any failure to act) or conditions existing on or before the Closing Datestate mine reclamation law.

Environmental Matters. INT'X.xxx (i) Except as specifically disclosed in Schedule 5.1(l), the ongoing operations of the Borrower and its each of the Borrower’s Subsidiaries have complied and currently comply in all material respects with all applicable federalEnvironmental Laws, state and local laws except to the extent that such noncompliance could not reasonably be expected to have a Material Adverse Effect. (including, without limitation, case law, rules, regulations, orders, judgments, decrees, permits, licenses and governmental approvalsii) which are intended to protect the environment and/or human health or safety (collectively, "ENVIRONMENTAL LAWS"); neither INT'X.xxx nor any Subsidiary has handled, generated, used, stored, transported or disposed of any material, substance or waste which is regulated by Environmental Laws ("HAZARDOUS MATERIALS"Except as specifically disclosed in Schedule 5.1(1), except each of the Borrower and each of the Borrower’s Subsidiaries has obtained all Permits required under any Environmental Law (“Environmental Permits”) and necessary for its ordinary office and/or office-cleaning suppliescourse operations, products, equipment, fluids all such Environmental Permits have been and wastes customarily foundare currently in good standing in all respects, and in quantities customarily found, in a commercial office setting, which have the Borrower and each of the Borrower’s Subsidiaries is and has been used in compliance with all terms and conditions of each such Environmental Laws; Permit, except in each case, where the failure to obtain, remain in good standing, or otherwise be in compliance with, such Environmental Permit could not individually or in the aggregate reasonably be expected to have a Material Adverse Effect. (iii) None of the Borrower or any of the Borrower’s Subsidiaries or any of their respective present or to the Loan Parties’ knowledge, former Property or operations is subject to any outstanding written order from or agreement with any Governmental Authority nor subject to any pending or, to any Loan Party’s knowledge threatened, claim or proceeding under Environmental Laws, nor has been notified that it is a potentially responsible party, respecting any Environmental Law, Environmental Claim or Hazardous Material which, in any such case, could reasonably be expected to have a Material Adverse Effect. (iv) As of the Closing Date, except as specifically disclosed in Schedule 5.1(l), none of the Borrower or any of the Borrower’s Subsidiaries or any of their respective present or to the Loan Parties’ knowledge, former Property or operations is subject to any outstanding written order from or agreement with any Governmental Authority nor subject to any pending or, to any Loan Party’s knowledge threatened, claim or proceeding under Environmental Laws, nor has been notified that it is a potentially responsible party, respecting any Environmental Law, Environmental Claim or Hazardous Material which, in any such case, could reasonably be expected to result in liabilities or expenses of the Borrower or any of the Borrower’s Subsidiaries in excess of $3,000,000. (v) Except as specifically disclosed in Schedule 5.1(l), there are no Hazardous Materials or other conditions or circumstances existing with respect to any current or, to the knowledge of INT'X.xxx and its any Loan Party, former Property, or arising from operations prior to the Closing Date, of the Borrower or any of the Borrower’s Subsidiaries there is not nowthat could reasonably be expected to give rise to Environmental Claims which would have a Material Adverse Effect. To the best knowledge of the Loan Parties, nor as of the Closing Date, none of the Borrower or any of the Borrower’s Subsidiaries has there ever been, any underground storage tank tanks (x) that are not properly registered or asbestos permitted under applicable Environmental Laws, (y) that are not in compliance with any Environmental Permits or Environmental Laws, or (z) with respect to which a Release has occurred, on or off-site. The Borrower and each of the Borrower’s Subsidiaries has notified all of its employees of the existence, if any, of any health hazard arising from the conditions of their employment of which the Loan Parties have knowledge in a manner consistent with all applicable laws and have met all notification requirements under Title III of CERCLA and all other Environmental Laws except where a failure to so notify such employees could not reasonably be expected to have a Material Adverse Effect. (vi) To the best knowledge of the Loan Parties, except as specifically disclosed in Schedule 5.1(l), as of the Closing Date, none of the Properties has at any time been operated as a treatment, storage or disposal facility. (vii) To the best knowledge of the Loan Parties, except as set forth in Schedule 5.1(l), none of the Borrower or any of the Borrower’s Subsidiaries has any contingent liability in connection with (1) any actual, threatened, or potential Release into the environment of, or otherwise with respect to, any Hazardous Material or other hazardous, toxic or dangerous waste, substance or constituent, or other substance, whether on any real property premises now or previously owned or occupied by the Borrower or any of the Borrower’s Subsidiaries or on any other premises or from any vessel or vehicle owned, operated or leased by INT'X.xxx; (iv) INT'X.xxx has not conducted, nor is it aware of, any environmental investigations, studies, audits, tests, reviews or analyses, the purpose of which was to discover, identify, or otherwise characterize the condition of the soil, groundwater, air or the presence of Hazardous Materials at any real property owned, operated or leased by INT'X.xxx; and (v) to the knowledge of INT'X.xxx and its Subsidiaries there are no "Environmental Liabilities". For purposes of this Agreement, "ENVIRONMENTAL LIABILITIES" are any claims, demands, or liabilities under Environmental Laws which (i) arise out of or in any way relate to INT'X.xxx's or its Subsidiary's operations or activities, Borrower or any real property at of Borrower’s Subsidiaries that could reasonably be expected to have a Material Adverse Effect or (2) any time owned, operated other unsafe or leased by INT'X.xxx or unhealthful condition that could reasonably be expected to have a Subsidiary, or any stockholder's use or ownership thereof, whether vested or unvested, contingent or fixed, actual or potential, and (ii) arise from or relate to actions occurring (including any failure to act) or conditions existing on or before the Closing DateMaterial Adverse Effect.

Environmental Matters. INT'X.xxx (i) With respect to environmental matters, (A) the properties and Assets of Target and its Subsidiaries have complied in all material respects with all applicable federal, state not violated and local laws (including, without limitation, case law, rules, regulations, orders, judgments, decrees, permits, licenses and governmental approvals) which are intended to protect the environment and/or human health do not violate any order or safety (collectively, "ENVIRONMENTAL LAWS"); neither INT'X.xxx nor any Subsidiary has handled, generated, used, stored, transported or disposed requirement of any materialgovernmental authority or any Environmental Law, substance nor are there any conditions existing on, in, at, under, or waste which is regulated by about or resulting from the past or present operations of the Target’s and its Subsidiaries’ properties and Assets that may give rise to any on-site or off-site investigation or remedial obligations under any Environmental Laws ("HAZARDOUS MATERIALS"), except for ordinary office and/or office-cleaning supplies, products, equipment, fluids and wastes customarily foundLaws, and in quantities customarily found, in a commercial office setting, which to Target's knowledge the ownership and/or operation of Target’s and its Subsidiaries’ properties and Assets have been used in compliance with Environmental Laws; (iiiB) Target’s and its Subsidiaries’ properties and Assets are not subject to any existing, pending or threatened notice of violation, action, suit, investigation, inquiry or proceeding by or before any court, any applicable tribal authority or any other governmental authority or arbitrator with respect to environmental matters, nor has any such notice been issued that has not been fully satisfied and complied with in a timely manner so as to bring Target’s or its Subsidiaries’ properties and Assets into full compliance with Environmental Law; (C) no lien, deed notice or use restriction has been recorded pursuant to any Environmental Law with respect to Target’s or its Subsidiaries’ properties or Assets; (D) to Target's knowledge, all notices, permits, licenses or similar authorizations, if any, required to be obtained or filed in connection with Target’s and its Subsidiaries’ operations, properties and Assets, including, without limitation, those relating to the knowledge past or present treatment, storage, disposal or release of INT'X.xxx a hazardous substance or solid waste into the environment have been duly obtained or filed, and Target and its Subsidiaries there is has been and are in compliance with the terms and conditions of all such notices, permits, licenses and, similar authorizations; (E) to Target’s knowledge, all hazardous substances or solid waste generated at or as a result of Target’s and its Subsidiaries’ operations, properties and Assets have, since the effective date of the relevant requirements of RCRA, been transported, treated and disposed of only by carriers maintaining valid authorizations under RCRA and any other Environmental Law and only at treatment storage and disposal facilities maintaining valid authorizations under RCRA and any other Environmental Law, which carriers and facilities have been and are operating in compliance with such authorizations and are not nowthe subject of any existing, pending or overtly threatened action, investigation or inquiry by any governmental authority in connection with any Environmental Law; (F) neither the Target or its Subsidiaries currently own or operate, nor has there ever beenin the past have owned or operated, any underground property that is on the United States Environmental Protection Agency’s National Priorities or CERCLIS list, or any similar list; (G) to Target’s knowledge, no hazardous substance or solid waste has been disposed of or otherwise released (including without limitation discharges or releases into pits) and there has been no threatened release of any hazardous substances or solid waste, on, to, from or as a result of Target’s and its Subsidiaries’ operations, properties or Assets except in compliance with Environmental Law, and there are no storage tank tanks or asbestos other containers on or under any real property of Target’s and its Subsidiaries’ properties and assets from which hazardous substances, petroleum products or other contaminants may be released into the surrounding environment; (H) neither Target nor its Subsidiaries has owned, operated or leased by INT'X.xxx; (iv) INT'X.xxx has not conducted, nor is it aware of, any environmental investigations, studies, audits, tests, reviews or analyses, the purpose of which was to discover, identify, or otherwise characterize the condition of the soil, groundwater, air or the presence of Hazardous Materials at any real property other than the properties currently owned, operated leased or leased by INT'X.xxxoperated; and (vI) to Target’s knowledge, there is no liability (contingent or otherwise) in connection with any release or threatened release of any hazardous substance or solid waste into the knowledge environment as a result of INT'X.xxx or with respect to the Assets. (ii) As used herein, the term “Environmental Law” shall mean any and its Subsidiaries there are no "all laws, statutes, ordinances, rules, regulations, notices, orders or determinations of any tribal authority or other governmental authority pertaining to health or the environment, including, without limitation, the Clean Air Act, as amended: the Comprehensive Environmental Liabilities"Response, Compensation and Liability Act of 1980 (“CERCLA”), as amended; the Federal Water Pollution Control Act, as amended; the Occupational Safety and Health Act of 1970, as amended; the Resource Conservation, and Recovery Act of 1976 (“RCRA”), as amended; the Safe Drinking Water Act, as amended; the Toxic Substances Control Act, as amended; the Hazardous & Solid Waste Amendments Act of 1984, as amended; the Superfund Amendments and Reauthorization Act of 1986, as amended; the Hazardous Materials Transportation Act, as amended; any state laws pertaining to the handling of oil and gas exploration or production wastes or the use, maintenance and closure of pits and impoundments; and any other environmental conservation or protection laws. For purposes of this Agreement, "ENVIRONMENTAL LIABILITIES" the terms “hazardous substance” and “release” (or “threatened release”) have the meanings specified in CERCLA, and the terms “solid waste” and “disposal” (or “disposed”) have the meanings specified in RCRA; provided, however, that (A) to the extent the laws of the jurisdiction wherein any assets are located establish a meaning for “hazardous substance,” “release,” “solid waste” or “disposal” that is broader than that specified in either CERCLA or RCRA, such broader meaning shall apply and (B) the terms “hazardous substance”and “solid waste” shall include all oil and gas exploration and production wastes that may present an endangerment to public health or welfare or the environment, even if such wastes are specifically exempt from classification as hazardous substances or solid wastes pursuant to CERCLA or RCRA or the state analogues to those statutes. For purposes of this Agreement, the term “governmental authority” includes the United States, the state, county, city, tribal and political subdivisions in which the Assets are located or which exercises jurisdiction over any claimsof Target’s and its Subsidiaries’ operations, demandsproperties and Assets, and any agency, department, commission, board, bureau or liabilities under Environmental Laws which (i) arise out of or in any way relate to INT'X.xxx's or its Subsidiary's operations or activitiesinstrumentality, or any real property at of them, that exercises jurisdiction over any time ownedof the Target’s and its Subsidiaries’ operations, operated or leased by INT'X.xxx or a Subsidiary, or any stockholder's use or ownership thereof, whether vested or unvested, contingent or fixed, actual or potential, properties and (ii) arise from or relate to actions occurring (including any failure to act) or conditions existing on or before the Closing DateAssets.

Environmental Matters. INT'X.xxx Except to the extent that the inaccuracy of any of the following would not have a material adverse effect on Parent and to the extent that any of the following are not reflected as reserves or otherwise in the financial statements of Parent: (i) each of Parent and the Parent Subsidiaries holds, and is in compliance with all Environmental Permits required under applicable Environmental Laws for the operation or use of its Subsidiaries have complied assets and properties or the conduct of its business, and is otherwise in all material respects compliance with all applicable federal, state and local laws Environmental Laws; (including, without limitation, case law, rules, regulations, orders, judgments, decrees, permits, licenses and governmental approvalsii) which there are intended no existing requirements under Environmental Laws that will require Parent or any of the Parent Subsidiaries to protect make capital improvements to its assets or properties to remain in compliance with Environmental Laws or to achieve compliance with Environmental Laws that are to come into effect within the environment and/or human health or safety next year; (collectively, "ENVIRONMENTAL LAWS"); iii) neither INT'X.xxx Parent nor any Subsidiary of the Parent Subsidiaries is aware of or has handledreceived any notice of any pending or threatened Environmental Liabilities; (iv) neither Parent nor any of the Parent Subsidiaries has entered into or agreed to, generatedor is subject to any outstanding judgment, useddecree, storedorder or consent agreement with any Governmental Entity under any Environmental Laws, transported including without limitation those relating to compliance with any Environmental Laws or to the investigation, cleanup, remediation or removal of Hazardous Materials; (v) there are no agreements with any person pursuant to which Parent or any of the Parent Subsidiaries would be required to defend, indemnify, hold harmless, or otherwise be responsible for any violation by or other liability or expense of such person, or alleged violation by or other liability or expense of such person, arising out of any Environmental Law; (vi) no portion of any of the assets owned or operated by Parent or any of the Parent Subsidiaries is listed on the National Priorities List; (vii) no person has disposed of or released any materialHazardous Materials that will result in Environmental Liabilities incurred by Parent on, substance at, or waste which is regulated under any properties owned or operated by Environmental Laws ("HAZARDOUS MATERIALS")Parent, except for ordinary office and/or office-cleaning supplies, products, equipment, fluids and wastes customarily found, and in quantities customarily found, in a commercial office setting, which have been used in compliance with Environmental Laws; and (iiiviii) there is no claim, suit, action or proceeding pending, or to the knowledge of INT'X.xxx and its Subsidiaries there is not nowParent, threatened by or before any court or any other Governmental Entity directed against Parent or any of the Parent Subsidiaries, nor has there ever beenParent nor any of the Parent Subsidiaries received notices, that pertain or relate to (i) any underground storage tank remedial obligations under any applicable Environmental Law, (ii) violations by Parent or asbestos on any real of the Parent Subsidiaries of any Environmental Law, (iii) personal injury or property owneddamage claims relating to a release of Hazardous Materials, operated or leased by INT'X.xxx; (iv) INT'X.xxx has not conductedresponse, nor is it aware of, any environmental investigations, studies, audits, tests, reviews or analyses, the purpose of which was to discover, identifyremoval, or otherwise characterize remedial costs under CERCLA, RCRA or any similar state laws in each case to the condition extent pertaining to the operation of the soil, groundwater, air assets or the presence business of Hazardous Materials at any real property owned, operated or leased by INT'X.xxx; and (v) to the knowledge of INT'X.xxx and its Subsidiaries there are no "Environmental Liabilities". For purposes of this Agreement, "ENVIRONMENTAL LIABILITIES" are any claims, demands, or liabilities under Environmental Laws which (i) arise out of or in any way relate to INT'X.xxx's or its Subsidiary's operations or activities, Parent or any real property at any time owned, operated or leased by INT'X.xxx or a Subsidiary, or any stockholder's use or ownership thereof, whether vested or unvested, contingent or fixed, actual or potential, and (ii) arise from or relate to actions occurring (including any failure to act) or conditions existing on or before the Closing DateParent Subsidiaries.

Environmental Matters. INT'X.xxx Except as could not be reasonably expected to have a Material Adverse Effect (or with respect to (c), (d) and its Subsidiaries (e) below, where the failure to take such actions could not be reasonably expected to have complied a Material Adverse Effect): (a) neither any Property of the Borrower (nor following the Parent MLP IPO, the Parent MLP) nor any Subsidiary nor the operations conducted thereon violate any order or requirement of any court or Governmental Authority or any Environmental Laws; (b) no Property of the Borrower (nor following the Parent MLP IPO, the Parent MLP) nor any Subsidiary nor the operations currently conducted thereon or, to the knowledge of the Borrower (and following the Parent MLP IPO, the Parent MLP), by any prior owner or operator of such Property or operation, are in violation of or subject to any existing, pending or threatened action, suit, investigation, inquiry or proceeding by or before any court or Governmental Authority or to any remedial obligations under Environmental Laws; (c) all material respects notices, permits, licenses or similar authorizations, if any, required to be obtained or filed in connection with the operation or use of any and all applicable federalProperty of the Borrower (and following the Parent MLP IPO, state the Parent MLP) and local laws (each Subsidiary, including, without limitation, case lawpast or present treatment, rulesstorage, regulationsdisposal or release of a hazardous substance or solid waste into the environment, ordershave been duly obtained or filed, judgmentsand the Borrower (and following the Parent MLP IPO, decreesthe Parent MLP) and each Subsidiary) are in compliance with the terms and conditions of all such notices, permits, licenses and governmental approvalssimilar authorizations; (d) which are intended all hazardous substances, solid waste and oil and gas exploration and production wastes, if any, generated at any and all Property of the Borrower (or following the Parent MLP IPO, the Parent MLP) or any Subsidiary have in the past been transported, treated and disposed of in accordance with Environmental Laws and so as not to protect the environment and/or human pose an imminent and substantial endangerment to public health or safety welfare or the environment, and, to the knowledge of the Borrower (collectivelyand following the Parent MLP IPO, "ENVIRONMENTAL LAWS"the Parent MLP), all such transport carriers and treatment and disposal facilities have been and are operating in compliance with Environmental Laws and so as not to pose an imminent and substantial endangerment to public health or welfare or the environment, and are not the subject of any existing, pending or threatened action, investigation or inquiry by any Governmental Authority in connection with any Environmental Laws; (e) the Borrower (and following the Parent MLP IPO, the Parent MLP) has taken all steps reasonably necessary to determine and has determined that no hazardous substances, solid waste or oil and gas exploration and production wastes, have been disposed of or otherwise released and there has been no threatened release of any hazardous substances on or to any Property of the Borrower (or following the Parent MLP IPO, the Parent MLP) or any Subsidiary except in compliance with Environmental Laws and so as not to pose an imminent and substantial endangerment to public health or welfare or the environment; (f) to the extent applicable, all Property of the Borrower (and following the Parent MLP IPO, the Parent MLP) and each Subsidiary currently satisfies all design, operation, and equipment requirements imposed by the OPA, and the Borrower (and following the Parent MLP IPO, the Parent MLP) does not have any reason to believe that such Property, to the extent subject to the OPA, will not be able to maintain compliance with the OPA requirements during the term of this Agreement; and (g) neither INT'X.xxx the Borrower (nor following the Parent MLP IPO, the Parent MLP) nor any Subsidiary has handled, generated, used, stored, transported any known contingent liability in connection with any release or disposed threatened release of any materialoil, hazardous substance or solid waste which is regulated by Environmental Laws ("HAZARDOUS MATERIALS"), except for ordinary office and/or office-cleaning supplies, products, equipment, fluids and wastes customarily found, and in quantities customarily found, in a commercial office setting, which have been used in compliance with Environmental Laws; (iii) to into the knowledge of INT'X.xxx and its Subsidiaries there is not now, nor has there ever been, any underground storage tank or asbestos on any real property owned, operated or leased by INT'X.xxx; (iv) INT'X.xxx has not conducted, nor is it aware of, any environmental investigations, studies, audits, tests, reviews or analyses, the purpose of which was to discover, identify, or otherwise characterize the condition of the soil, groundwater, air or the presence of Hazardous Materials at any real property owned, operated or leased by INT'X.xxx; and (v) to the knowledge of INT'X.xxx and its Subsidiaries there are no "Environmental Liabilities". For purposes of this Agreement, "ENVIRONMENTAL LIABILITIES" are any claims, demands, or liabilities under Environmental Laws which (i) arise out of or in any way relate to INT'X.xxx's or its Subsidiary's operations or activities, or any real property at any time owned, operated or leased by INT'X.xxx or a Subsidiary, or any stockholder's use or ownership thereof, whether vested or unvested, contingent or fixed, actual or potential, and (ii) arise from or relate to actions occurring (including any failure to act) or conditions existing on or before the Closing Dateenvironment.

Environmental Matters. INT'X.xxx (a) Each of Catskill and its the Subsidiaries have complied is in all material respects compliance with all applicable federal, federal and state laws and local laws regulations relating to pollution or protection of the environment (including, including without limitation, case lawlaws and regulations relating to emissions, rulesdischarges, regulations, orders, judgments, decrees, permits, licenses releases and governmental approvals) which are intended to protect the environment and/or human health or safety threatened releases of Hazardous Materials (collectively, "ENVIRONMENTAL LAWS"); neither INT'X.xxx nor any Subsidiary has handled, generated, used, stored, transported or disposed of any material, substance or waste which is regulated by Environmental Laws ("HAZARDOUS MATERIALS"as hereinafter defined), except for ordinary office and/or office-cleaning suppliesor otherwise relating to the manufacture, productsprocessing, equipmentdistribution, fluids and wastes customarily founduse, and in quantities customarily foundtreatment, in a commercial office settingstorage, which have been used in compliance with Environmental Laws; disposal, transport or handling of Hazardous Materials; (iiib) There is no suit, claim, action, proceeding, investigation or notice pending or, to the knowledge of INT'X.xxx Catskill, CFSI and its Subsidiaries there is not nowCatskill Bank, nor threatened (or past or present actions or events that could form the basis of any such suit, claim, action, proceeding, investigation or notice), in which Catskill or any Catskill Subsidiary has there ever beenbeen or, with respect to threatened suits, claims, actions, proceedings, investigations or notices may be, named as a defendant (x) for alleged material noncompliance (including by any underground storage tank predecessor), with any environmental law, rule or asbestos regulation or (y) relating to any material release or threatened release into the environment of any Hazardous Material, occurring at or on any real property a site owned, leased or operated by Catskill or leased by INT'X.xxx; (iv) INT'X.xxx has not conducted, nor is it aware of, any environmental investigations, studies, audits, tests, reviews or analyses, the purpose of which was to discover, identifyCatskill Subsidiary, or otherwise characterize the condition of the soil, groundwater, air or the presence of Hazardous Materials at any real property owned, operated or leased by INT'X.xxx; and (v) to the knowledge of INT'X.xxx Catskill, relating to any material release or threatened release into the environment of any Hazardous Material, occurring at or on a site not owned, leased or operated by Catskill or any Catskill Subsidiary; (c) During the period of Catskill's or any Catskill Subsidiary's ownership or operation of any of its properties, there has not been any material release of Hazardous Materials in, on, under or affecting any such property. (d) To the knowledge of Catskill, CFSI and its Subsidiaries there are no "Environmental Liabilities". Catskill Bank, neither Catskill nor any Catskill Subsidiary has made or participated in any loan to any person who is subject to any suit, claim, action, proceeding, investigation or notice, pending or threatened, with respect to (i) any alleged material noncompliance as to any property securing such loan with any environmental law, rule or regulation, or (ii) the release or the threatened release into the environment of any Hazardous Material at a site owned, leased or operated by such person on any property securing such loan. (e) For purposes of this Agreementsection 3.15, the term "ENVIRONMENTAL LIABILITIESHazardous Material" are means any claimshazardous waste, demandspetroleum product, polychlorinated biphenyl, chemical, pollutant, contaminant, pesticide, radioactive substance, or liabilities under Environmental Laws which (i) arise out of or in any way relate to INT'X.xxx's or its Subsidiary's operations or activitiesother toxic material, or other material or substance (in each such case, other than small quantities of such substances in retail containers) regulated under any real property at any time ownedapplicable environmental or public health statute, operated law, ordinance, rule or leased by INT'X.xxx or a Subsidiary, or any stockholder's use or ownership thereof, whether vested or unvested, contingent or fixed, actual or potential, and (ii) arise from or relate to actions occurring (including any failure to act) or conditions existing on or before the Closing Dateregulation.

Environmental Matters. INT'X.xxx (a) Parent and its Subsidiaries have complied are in compliance with all Environmental Laws, and to Parent’s Knowledge, with respect to any surviving time periods specified in all material respects with all applicable federal, state and local laws (including, without statutes of limitation, case law, rules, regulations, orders, judgments, decrees, permits, licenses any past noncompliance by Parent and governmental approvals) which are intended to protect the environment and/or human health or safety (collectively, "ENVIRONMENTAL LAWS"); neither INT'X.xxx nor any Subsidiary has handled, generated, used, stored, transported or disposed of any material, substance or waste which is regulated by its Subsidiaries with Environmental Laws ("HAZARDOUS MATERIALS")has been resolved, except for ordinary office and/or office-cleaning suppliesany failure to comply or to resolve past noncompliance that would not reasonably be expected to have, productsindividually or in the aggregate, equipmenta Parent Material Adverse Effect. (b) Except as would not reasonably be expected to have, fluids individually or in the aggregate, a Parent Material Adverse Effect, (i) each of Parent and wastes customarily foundits Subsidiaries has, as applicable, developed and submitted or obtained, maintained and complied with all Environmental Permits necessary for the conduct and operation of its business as currently conducted and operated, and Parent or any applicable Subsidiary of Parent has not received any notice that any such Environmental Permit is not in quantities customarily foundfull force and effect; and (ii) no such Environmental Permit is or will be subject to review, revision, major modification, voidance or prior consent by any Governmental Entity as a result of the consummation of the transactions contemplated by this Agreement. (c) None of Parent or any of its Subsidiaries has received any notice of any violation of, or liability under, Environmental Laws or Environmental Permits or with respect to Hazardous Materials or the posting or provision of Parent’s Financial Assurance or performance of Decommissioning for Oil and Gas Properties operated by Parent or any of its Subsidiaries as required under Laws or applicable Contracts, which violations or liabilities would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (d) Except as set forth in Section 4.17(d) of the Parent Disclosure Letter, there are no pending or, to Parent’s Knowledge, threatened civil, criminal or administrative Actions, notices of violation, arbitrations or demand letters pursuant to Environmental Laws or Environmental Permits or with respect to Hazardous Materials or the posting or provision of Parent’s Financial Assurance or performance of Decommissioning for Oil and Gas Properties operated by Parent or any of its Subsidiaries as required under Laws or applicable Contracts, which, in each instance, is alleged against Parent or any of its Subsidiaries or, to Parent’s Knowledge, related to the Parent Owned Real Property or the Parent Leased Real Property or any other property previously owned or operated by Parent or any of its Subsidiaries for which Parent or any of its Subsidiaries retains any liabilities and that would reasonably be expected to have, individually or in the aggregate, a commercial office settingParent Material Adverse Effect. (e) Neither Parent nor any of its Subsidiaries has received written notice of a release and, which have been used to Parent’s Knowledge, none of them has other notice of a release of any Hazardous Materials on, at, or from the Parent Owned Real Property, the Parent Leased Real Property, or their Oil and Gas Properties, except for any release (i) that is (A) in compliance with Environmental Laws or Environmental Permits and (B) occurring in a manner or in quantities or locations that would not require any investigation or remediation of soil or groundwater or any other environmental media, including in an offshore environment, under Environmental Laws; , or (iiiii) that would not reasonably be expected to have, individually or in the knowledge aggregate, a Parent Material Adverse Effect. (f) Neither Parent nor any of INT'X.xxx and its Subsidiaries there is not now, nor has there ever been, any underground storage tank transported or asbestos on any real property owned, operated or leased by INT'X.xxx; (iv) INT'X.xxx has not conducted, nor is it aware disposed of, or arranged for the transport or disposal of any environmental investigationsHazardous Material at or to any off-site location which, studiesto Parent’s Knowledge, audits, tests, reviews or analyses, the purpose of which was to discover, identifyhas resulted in, or otherwise characterize would reasonably be expected to result in, a liability to Parent that has had, or would reasonably be expected to have, individually or in the condition of the soilaggregate, groundwatera Parent Material Adverse Effect. (g) To Parent’s Knowledge, air or the presence of Hazardous Materials at any real property owned, operated or leased by INT'X.xxx; and (v) to the knowledge of INT'X.xxx and its Subsidiaries there are no "Liens applicable to any Parent Owned Real Property, Parent Leased Real Property or its Oil and Gas Properties arising out of or pursuant to Environmental Liabilities". For purposes of this Agreement, "ENVIRONMENTAL LIABILITIES" are any claims, demandsLaws that have had, or liabilities under would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (h) To Parent’s Knowledge, there are no other circumstances or conditions relating to Parent’s Owned Real Property, Leased Real Property or its Oil and Gas Properties or Parent’s operations associated therewith, including with respect to Environmental Permits, Hazardous Materials, Parent’s Financial Assurances and Decommissioning that have resulted in or would reasonably be expected to result in, Parent incurring a liability or obligation, pursuant to any Environmental Laws which and that has had, or would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (i) arise out of or in any way relate Parent has provided to INT'X.xxx's or its Subsidiary's operations or activitiesthe Company true and complete copies of, or any real property at any time ownedaccess to, operated all written environmental assessment reports that have been prepared by or leased by INT'X.xxx or a Subsidiary, on behalf of Parent or any stockholder's use of its Subsidiaries and that are in Parent’s or ownership thereof, whether vested or unvested, contingent or fixed, actual or potential, and (ii) arise from or relate to actions occurring (including any failure to act) or conditions existing on or before the Closing Dateof its Subsidiaries’ possession.

Environmental Matters. INT'X.xxx and (a) To the Knowledge of MM, MM, its Subsidiaries have complied subsidiaries and, with respect to the Contributed Assets only, its Affiliates, are in compliance, in all material respects respects, with all applicable federalEnvironmental Laws and Environmental Permits. (b) MM, state and local laws (includingits subsidiaries and, without limitationwith respect to the Contributed Assets only, case lawits Affiliates, rules, regulations, orders, judgments, decrees, permits, licenses and governmental approvals) possess all material Environmental Permits which are intended required for the operation of their respective businesses. (c) To the Knowledge of MM, there is no Environmental Claim pending or overtly threatened against MM, its subsidiaries or, with respect to protect the environment and/or human health or safety Contributed Assets only, its Affiliates. (collectivelyd) To the Knowledge of MM, "ENVIRONMENTAL LAWS"); neither INT'X.xxx MM nor any Subsidiary has handledof its subsidiaries or, generatedwith respect to the Contributed Assets only, usedany of its Affiliates, have treated, stored, transported disposed of, arranged for or disposed permitted the disposal of, transported, handled, released or exposed any Person to any Hazardous Substances or owned or operated any property or facility (and no such property or facility is contaminated by any Hazardous Substance), so as to give rise to any Environmental Claim. (e) Without limiting the generality of the foregoing, to the Knowledge of MM, neither MM nor any of its subsidiaries or the Contributed Assets have any outstanding legal or contractual obligation under any applicable Environmental Law, or any unresolved enforcement action or Liability pursuant to any Environmental Law, including but not limited to, any outstanding investigation, cleanup, removal, response activity, remediation, or corrective action obligation under any applicable Environmental Law or any outstanding indemnification obligation owed to any third party under any applicable Environmental Law relating to the MM Leased Real Estate, any formerly owned or operated property, or any offsite disposal location. (f) To the Knowledge of MM, neither this Agreement or the Transaction Documents nor the consummation of the transactions contemplated hereby and thereby will result in any obligations for site investigation or cleanup, or notification to or consent of any materialgovernmental entity or third parties, substance pursuant to any of the so-called “transaction-triggered” or waste which is regulated by Environmental Laws ("HAZARDOUS MATERIALS"), except for ordinary office and/or office-cleaning supplies, products, equipment, fluids and wastes customarily found, and in quantities customarily found, in a commercial office setting, which have been used in compliance with “responsible property transfer” Environmental Laws; . (iiig) MM and its Affiliates have made available to the knowledge Company copies of INT'X.xxx and its Subsidiaries there is not now, nor has there ever been, any underground storage tank or asbestos on any real property owned, operated or leased by INT'X.xxx; (iv) INT'X.xxx has not conducted, nor is it aware of, any environmental investigationsall material Environmental Permits, studies, audits, tests, reviews reports and audits or analyses, the purpose of which was correspondence to discover, identify, or otherwise characterize the condition of the soil, groundwater, air or the presence of Hazardous Materials at from any real property owned, operated or leased by INT'X.xxx; and (v) government authority pertaining to the knowledge of INT'X.xxx MM Leased Real Estate that are within MM’s and its Subsidiaries there are no "Environmental Liabilities". For purposes of this Agreement, "ENVIRONMENTAL LIABILITIES" are any claims, demands, Affiliates’ possession or liabilities under Environmental Laws which (i) arise out of or in any way relate to INT'X.xxx's or its Subsidiary's operations or activities, or any real property at any time owned, operated or leased by INT'X.xxx or a Subsidiary, or any stockholder's use or ownership thereof, whether vested or unvested, contingent or fixed, actual or potential, and (ii) arise from or relate to actions occurring (including any failure to act) or conditions existing on or before the Closing Datecontrol.

Environmental Matters. INT'X.xxx Each of the Company and its Subsidiaries have complied in has obtained all material respects with all applicable federalenvironmental, state health and local laws (including, without limitation, case law, rules, regulations, orders, judgments, decrees, safety permits, licenses and other authorizations required under all Environmental Laws to carry on its business as now being or as proposed to be conducted, except to the extent failure to have any such permit, license or authorization would not have a Material Adverse Effect. Each of such permits, licenses and authorizations is in full force and effect and each of the Company and its Subsidiaries is in compliance with the terms and conditions thereof, and is also in compliance with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in any applicable Environmental Law or in any regulation, code, plan, order, decree, judgment, injunction, notice or demand letter issued, entered, promulgated or approved thereunder, except to the extent failure to comply therewith would not have a Material Adverse Effect. In addition, except as set forth in Schedule II hereto: (a) No notice, notification, demand, request for information, citation, summons or order has been issued, no complaint has been filed, no penalty has been assessed and no investigation or review is pending or threatened by any governmental approvals) which are intended or other entity with respect to protect any alleged failure by the environment and/or human Company or any of its Subsidiaries to have any environmental, health or safety permit, license or other authorization required under any Environmental Law in connection with the conduct of the business of the Company or any of its Subsidiaries or with respect to any generation, treatment, storage, recycling, transportation, discharge or disposal, or any Release of any Hazardous Materials generated by the Company or any of its Subsidiaries. (collectively, "ENVIRONMENTAL LAWS"); neither INT'X.xxx b) Neither the Company nor any Subsidiary has handledof its Subsidiaries owns, generatedoperates or leases a treatment, usedstorage or disposal facility requiring a permit under the Resource Conservation and Recovery Act of 1976, storedas amended, transported or disposed under any comparable state or local statute; and (i) to the knowledge of any materialthe Company after due inquiry, substance no polychlorinated biphenyls (PCB's) are or waste which is regulated by Environmental Laws ("HAZARDOUS MATERIALS"), except for ordinary office and/or office-cleaning supplies, products, equipment, fluids and wastes customarily found, and in quantities customarily found, in a commercial office setting, which have been used in compliance with Environmental Laws; present at any site or facility now or previously owned, operated or leased by the Company or any of its Subsidiaries; (ii) to the knowledge of the Company after due inquiry, no asbestos or asbestos-containing materials is or has been present at any site or facility now or previously owned, operated or leased by the Company or any of its Subsidiaries; (iii) to the knowledge of INT'X.xxx and its Subsidiaries the Company after due inquiry, there is not now, nor has there ever been, any are no underground storage tank tanks or asbestos on surface impoundments for Hazardous Materials, active or abandoned, at any real property site or facility now or previously owned, operated or leased by INT'X.xxx; the Company or any of its Subsidiaries; (iv) INT'X.xxx to the knowledge of the Company after due inquiry, no Hazardous Materials have been Released at, on or under any site or facility now or previously owned, operated or leased by the Company or any of its Subsidiaries in a reportable quantity established by statute, ordinance, rule, regulation or order; and (v) to the knowledge of the Company after due inquiry, no Hazardous Materials have been otherwise Released at, on or under any site or facility now or previously owned, operated or leased by the Company or any of its Subsidiaries that would have a Material Adverse Effect. (c) Neither the Company nor any of its Subsidiaries has not conductedtransported or arranged for the transportation of any Hazardous Material to any location that is listed on the National Priorities List ("NPL") under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA"), listed for possible inclusion on the NPL by the Environmental Protection Agency in the Comprehensive Environmental Response and Liability Information System, as provided for by 40 C.F.R. Section 300.5 ("CERCLIS"), or on any similar state or local list or that is the subject of Federal, state or local enforcement actions or other investigations that may lead to Environmental Claims against the Company or any of its Subsidiaries. (d) No Hazardous Material generated by the Company or any of its Subsidiaries has been recycled, treated, stored, disposed of or Released by the Company or any of its Subsidiaries at any location other than those listed in Schedule II hereto. (e) No oral or written notification of a Release of a Hazardous Material has been filed by or on behalf of the Company or any of its Subsidiaries and no site or facility now or previously owned, operated or leased by the Company or any of its Subsidiaries is listed or proposed for listing on the NPL, CERCLIS or any similar state list of sites requiring investigation or clean-up. (f) No Liens have arisen under or pursuant to any Environmental Laws on any site or facility owned, operated or leased by the Company or any of its Subsidiaries, and no government action has been taken or is in process that could subject any such site or facility to such Liens and neither the Company nor any of its Subsidiaries would be required to place any notice or restriction relating to the presence of Hazardous Materials at any site or facility owned by it in any deed to the real property on which such site or facility is it aware of, any located. (g) There have been no environmental investigations, studies, audits, tests, reviews or analyses, other analyses conducted by or that are in the purpose of which was to discover, identify, or otherwise characterize the condition possession of the soil, groundwater, air Company or the presence any of Hazardous Materials at its Subsidiaries in relation to any real property site or facility now or previously owned, operated or leased by INT'X.xxx; and (v) the Company or any of its Subsidiaries which have not been made available to the knowledge of INT'X.xxx and its Subsidiaries there are no "Environmental Liabilities". For purposes of this Agreement, "ENVIRONMENTAL LIABILITIES" are any claims, demands, or liabilities under Environmental Laws which (i) arise out of or in any way relate to INT'X.xxx's or its Subsidiary's operations or activities, or any real property at any time owned, operated or leased by INT'X.xxx or a Subsidiary, or any stockholder's use or ownership thereof, whether vested or unvested, contingent or fixed, actual or potential, and (ii) arise from or relate to actions occurring (including any failure to act) or conditions existing on or before the Closing DateBanks.

Environmental Matters. INT'X.xxx (a) Except for those matters that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect: (i) Parent and its Subsidiaries have complied in all material respects with all applicable federal, state and local laws (including, without limitation, case law, rules, regulations, orders, judgments, decrees, permits, licenses their respective operations and governmental approvals) which are intended to protect the environment and/or human health or safety (collectively, "ENVIRONMENTAL LAWS"); neither INT'X.xxx nor any Subsidiary has handled, generated, used, stored, transported or disposed of any material, substance or waste which is regulated by Environmental Laws ("HAZARDOUS MATERIALS"), except for ordinary office and/or office-cleaning supplies, products, equipment, fluids and wastes customarily foundassets are, and in quantities customarily foundsince the Applicable Date have been, in a commercial office setting, which have been used in compliance with Environmental Laws; , which compliance includes obtaining, maintaining and complying with all Parent Permits required under Environmental Laws for their respective operations and occupancy of any real property; (ii) Parent and its Subsidiaries (and their respective properties and operations) are not subject to any pending or, to Parent’s knowledge, threatened Proceedings under Environmental Laws; (iii) to the knowledge of INT'X.xxx and neither Parent, its Subsidiaries there is not now, nor has there ever been, their respective operations or assets are subject to any underground storage tank outstanding Order arising under or asbestos on relating to any real property owned, operated or leased by INT'X.xxx; Environmental Law; (iv) INT'X.xxx neither Parent nor any of its Subsidiaries has not conductedexpressly assumed or provided an indemnity with respect to any liability of any other Person under any Environmental Law; and (v) there has been no exposure of any Person to, nor is it aware of, any environmental investigations, studies, audits, tests, reviews or analyses, the purpose of which was to discover, identify, or otherwise characterize the condition of the soil, groundwater, air or the presence Release of Hazardous Materials at or on any real property ownedcurrently or, operated or leased by INT'X.xxx; and (v) to the knowledge Parent’s knowledge, formerly owned or operated by Parent or any of INT'X.xxx and its Subsidiaries, in each case, which could give rise to liability to Parent or its Subsidiaries there are no "under Environmental Liabilities". For purposes Laws, and, neither Parent nor any of this Agreement, "ENVIRONMENTAL LIABILITIES" are its Subsidiaries has received any claims, demandswritten notice asserting a violation of, or liabilities under liability or obligation under, any Environmental Laws which (i) arise out with respect to any Release of any Hazardous Materials at or from any property currently or formerly owned or operated by Parent, by or in connection with Parent’s operations, or at or from any way relate to INT'X.xxx's offsite location where Hazardous Materials from Parent’s or its Subsidiary's Subsidiaries’ operations have been sent for treatment, disposal, storage or activitieshandling, or any real property at any time owned, operated or leased by INT'X.xxx or a Subsidiary, or any stockholder's use or ownership thereof, whether vested or unvested, contingent or fixed, actual or potential, and (ii) arise from or relate to actions occurring (including any failure to act) or conditions existing on or before the Closing Datein each case that remains unresolved.

Environmental Matters. INT'X.xxx (a) Parent and its Subsidiaries are, and have complied been for the past five (5) years, in all material respects compliance with all Environmental Laws, and any past material noncompliance by Parent and its Subsidiaries with Environmental Laws has been resolved. (b) (i) Each of Parent and its Subsidiaries has, as applicable, developed and submitted or obtained, maintained and materially complied with all Environmental Permits that are required for the conduct and operation of its business, and Parent or any applicable federalSubsidiary of Parent has not received any written notice that any such Environmental Permit is not in full force and effect; and (ii) to Parent’s Knowledge, state and local laws no such Environmental Permit is or will be subject to review, revision, major modification, voidance or prior consent by any Governmental Entity as a result of the consummation of the transactions contemplated by this Agreement. (includingc) Except as set forth in Section 4.16(c) of the Parent Disclosure Letter, without limitationnone of Parent or any of its Subsidiaries has received any written notice of any violation of, case lawor liability under, rulesEnvironmental Laws or Environmental Permits or with respect to Hazardous Materials in the last five (5) years or that remains open or not fully resolved or otherwise terminated. (d) Except as set forth in Section 4.16(c) of the Parent Disclosure Letter, regulationsthere are no pending or, ordersto Parent’s Knowledge, judgmentsthreatened, decreescivil, permitscriminal or administrative Actions, licenses and governmental approvalsnotices of violation, or arbitrations, which, in each instance, is alleged against Parent or any of its Subsidiaries or related to the Parent Owned Real Property or the Parent Leased Real Property or any other property previously owned or operated by Parent or any of its Subsidiaries for which Parent or any of its Subsidiaries retains any liabilities. (e) which are intended to protect the environment and/or human health or safety (collectively, "ENVIRONMENTAL LAWS"); neither INT'X.xxx Neither Parent nor any Subsidiary of its Subsidiaries has handledReleased or received a written notice of a Release of Hazardous Materials and, generatedto Parent’s Knowledge, used, stored, transported or disposed none of them has other notice of a Release of any materialHazardous Materials on, substance at, or waste which is regulated by Environmental Laws ("HAZARDOUS MATERIALS")from the Parent Owned Real Property or the Parent Leased Real Property, except for ordinary office and/or office-cleaning supplies, products, equipment, fluids and wastes customarily found, and in quantities customarily found, in a commercial office setting, which have been used any release (i) that is (A) in compliance with Environmental Laws or Environmental Permits and (B) occurring in a manner or in quantities or locations that would not require any investigation or remediation of soil or groundwater or any other environmental media, including in an offshore environment, under Environmental Laws; , or (iiiii) that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (f) Except as set forth in Section 4.16(c) of the Parent Disclosure Letter, neither Parent nor any of its Subsidiaries has transported or disposed of, or arranged for the transport or disposal of any Hazardous Material at or to any off-site location which, to Parent’s Knowledge, has resulted in, or would reasonably be expected to result in, a liability to Parent. (g) Parent has made available to the knowledge of INT'X.xxx Company true and its Subsidiaries there is not now, nor has there ever been, any underground storage tank or asbestos on any real property owned, operated or leased by INT'X.xxx; (iv) INT'X.xxx has not conducted, nor is it aware complete copies of, any environmental investigationsor access to, studies, audits, tests, reviews or analyses, the purpose correct and complete copies of which was to discover, identify, or otherwise characterize the condition of the soil, groundwater, air or the presence of Hazardous Materials at any real property owned, operated or leased by INT'X.xxx; and (v) to the knowledge of INT'X.xxx and its Subsidiaries there are no "Environmental Liabilities". For purposes of this Agreement, "ENVIRONMENTAL LIABILITIES" are any claims, demands, or liabilities under Environmental Laws which (i) arise out of or all Environmental Permits currently in any way relate to INT'X.xxx's or its Subsidiary's operations or activities, or any real property at any time owned, operated or leased by INT'X.xxx or a Subsidiary, or any stockholder's use or ownership thereof, whether vested or unvested, contingent or fixed, actual or potential, effect; and (ii) arise from results of any material reports, assessments, studies, analyses, tests, correspondence or relate monitoring, possessed or initiated by Parent or any of its Subsidiaries pertaining to actions occurring (including any failure to act) or conditions existing Hazardous Materials in, on or before the Closing Dateunder their Parent Owned Real Property or Parent Leased Real Property, or concerning compliance by Parent or any of its Subsidiaries with Environmental Laws.

Environmental Matters. INT'X.xxx To Parent’s knowledge: (a) Each of Parent and its Subsidiaries have complied subsidiaries has conducted its businesses and is in compliance with all material respects Environmental Laws, and before disposed of by Parent, each of its former subsidiaries conducted their respective businesses in compliance with all applicable federal, state and local laws (including, without limitation, case law, rules, regulations, orders, judgments, decrees, permits, licenses and governmental approvals) which are intended to protect the environment and/or human health or safety (collectively, "ENVIRONMENTAL LAWS"); neither INT'X.xxx nor any Subsidiary has handled, generated, used, stored, transported or disposed of any material, substance or waste which is regulated by Environmental Laws ("HAZARDOUS MATERIALS")Laws, except for ordinary office and/or office-cleaning suppliessuch instances of noncompliance that individually or in the aggregate do not have a Parent Material Adverse Effect. (b) Each of Parent and its subsidiaries has obtained all material permits, productslicenses, equipmentfranchise authorities, fluids consents and wastes customarily foundapprovals, made all material filings and maintained all material data, documentation and records necessary for owning and operating its assets and business as it is presently conducted under all applicable Environmental Laws, and all such permits, licenses, franchises, authorities, consents, approvals and filings remain in quantities customarily foundfull force and effect, except for such matters that individually or in the aggregate do not have a commercial office setting, which have been used in compliance with Environmental Laws; Parent Material Adverse Effect. (iiic) to the knowledge of INT'X.xxx and its Subsidiaries there is not now, nor has there ever been, any underground storage tank or asbestos on any real property owned, operated or leased by INT'X.xxx; (iv) INT'X.xxx has not conducted, nor is it aware of, any environmental investigations, studies, audits, tests, reviews or analyses, the purpose of which was to discover, identify, or otherwise characterize the condition of the soil, groundwater, air or the presence of Hazardous Materials at any real property owned, operated or leased by INT'X.xxx; and (v) to the knowledge of INT'X.xxx and its Subsidiaries there There are no "Environmental Liabilities". For purposes of this Agreement, "ENVIRONMENTAL LIABILITIES" are any pending or threatened claims, demands, actions, administrative proceedings, lawsuits or liabilities investigations against Parent or its subsidiaries under any Environmental Laws which (i) arise out of that individually or in the aggregate would have a Parent Material Adverse Effect. (d) There has been no release of any way relate Hazardous Substance by Parent or by any of its subsidiaries, or by its former subsidiaries before disposed of by Parent, or from any off-site locations due to INT'X.xxx's arrangements for disposal at such off-site locations made by Parent or any of its Subsidiary's subsidiaries or former subsidiaries before disposed of by Parent, or from any properties owned by Parent or any of its subsidiaries or former subsidiaries before disposed of by Parent, or as a result of any operations or activitiesactivities of Parent or any of its subsidiaries or former subsidiaries before disposed of by Parent, in any manner or for which Parent or any of its subsidiaries would be responsible that could reasonably be expected to give rise to any remedial obligation, corrective action requirement or other liability of any kind under applicable Environmental Laws, except for such matters that individually or in the aggregate do not have a Parent Material Adverse Effect. Notwithstanding anything to the contrary contained elsewhere in this Agreement, Parent makes no representation in this Agreement regarding any compliance or failure to comply with, or any real property at any time owned, operated actual or leased by INT'X.xxx or a Subsidiarycontingent liability under, or claims, demands, actions, proceedings, lawsuits or investigations with respect to any stockholder's use or ownership thereofEnvironmental Law, whether vested or unvested, contingent or fixed, actual or potential, and (ii) arise from or relate to actions occurring (including any failure to act) or conditions existing on or before the Closing Dateexcept as set forth in this Section 3.17.

Environmental Matters. INT'X.xxx (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect: (i) no written notice, demand, request for information, citation, summons or order has been received, no penalty has been assessed, no judgment, decree, injunction, rule or order of any Governmental Entity or arbitrator is outstanding, and no action, suit, proceeding or, to the knowledge of Parent, investigation is pending or, to the knowledge of Parent, threatened by any Governmental Entity or any other Person regarding or alleging any violation of or noncompliance with any Environmental Law by Parent or any of its Subsidiaries or liability under any Environmental Law of Parent or any of its Subsidiaries; (ii) there are no conditions, facts or circumstances existing or at any property currently or formerly owned, leased or operated by the Parent or any of its Subsidiaries that would reasonably be expected to prevent or interfere with compliance with Environmental Laws or give rise to liability under any Environmental Law in the future; (iii) Parent and its Subsidiaries currently are, and to the knowledge of the Parent have complied been, in all material respects compliance with all applicable federalEnvironmental Laws in effect and have all Environmental Permits necessary for the ownership, state lease and local laws operation of their properties and assets and for the conduct of their businesses as currently conducted; (including, without limitation, case law, rules, regulations, orders, judgments, decrees, permits, licenses and governmental approvalsiv) which are intended to protect the environment and/or human health or safety (collectively, "ENVIRONMENTAL LAWS"); neither INT'X.xxx Parent nor any Subsidiary of its Subsidiaries nor, to the knowledge of Parent, any other Person has handledtreated, generated, used, stored, transported stored or disposed of any materialHazardous Materials at, substance on or waste which is regulated beneath any property currently or formerly owned, leased or operated by Environmental Laws ("HAZARDOUS MATERIALS"), Parent or any of its Subsidiaries except for ordinary office and/or office-cleaning supplies, products, equipment, fluids and wastes customarily found, and in quantities customarily found, in a commercial office setting, which have been used in compliance with Environmental Laws; and (iiiv) there has been no Release or threatened Release of any Hazardous Materials at, under, onto or from any property currently owned, leased or operated, or to the knowledge of INT'X.xxx and the Parent, formerly owned, leased or operated, by Parent or any of its Subsidiaries there is not nowor, nor has there ever been, any underground storage tank or asbestos on any real property owned, operated or leased by INT'X.xxx; (iv) INT'X.xxx has not conducted, nor is it aware of, any environmental investigations, studies, audits, tests, reviews or analyses, the purpose of which was to discover, identify, or otherwise characterize the condition of the soil, groundwater, air or the presence of Hazardous Materials at any real property owned, operated or leased by INT'X.xxx; and (v) to the knowledge of INT'X.xxx and Parent, any other location, including any location at which any Hazardous Materials used or generated by Parent or any of its Subsidiaries there are no "Environmental Liabilities". For purposes of this Agreementhave been stored, "ENVIRONMENTAL LIABILITIES" are any claims, demandstreated or disposed; (b) Parent has delivered, or liabilities under Environmental Laws caused to be delivered, to Merger Sub true and complete copies of all environmental reports and studies of which (i) arise out Parent has knowledge or were conducted by, at the expense of or otherwise on behalf of or are in the possession of Parent or any way relate to INT'X.xxx's of its Subsidiaries; and, (c) To the knowledge of the Parent, no underground storage tanks or surface impoundments exist on any property currently or formerly owned by the Parent or its Subsidiary's operations or activities, or any real property at any time owned, operated or leased by INT'X.xxx or a Subsidiary, or any stockholder's use or ownership thereof, whether vested or unvested, contingent or fixed, actual or potential, and (ii) arise from or relate to actions occurring (including any failure to act) or conditions existing on or before the Closing DateSubsidiaries.

Environmental Matters. INT'X.xxx Except as could not be reasonably expected to have a Material Adverse Effect (or with respect to (c), (d) and (e) below, where the failure to take such actions could not be reasonably expected to have a Material Adverse Effect): (a) neither any Property of the Parent and its Restricted Subsidiaries have complied nor the operations conducted thereon violate any order or requirement of any court or Governmental Authority or any Environmental Laws. (b) no Property of the Parent and its Restricted Subsidiaries nor the operations currently conducted thereon are in violation of or subject to any existing, pending or threatened action, suit, investigation, inquiry or proceeding by or before any court or Governmental Authority or to any remedial obligations under Environmental Laws. (c) all material respects notices, permits, licenses, exemptions, approvals or similar authorizations, if any, required to be obtained or filed in connection with the operation or use of any and all applicable federalProperty of the Parent and its Restricted Subsidiaries, state and local laws (including, without limitation, case lawpast or present treatment, rulesstorage, regulationsdisposal or release of a hazardous substance, ordersoil and gas waste or solid waste into the environment, judgmentshave been duly obtained or filed, decreesand the Parent and its Restricted Subsidiaries are in compliance with the terms and conditions of all such notices, permits, licenses and governmental approvalssimilar authorizations. (d) which are intended all hazardous substances, solid waste and oil and gas waste, if any, generated at any and all Property of the Parent and its Restricted Subsidiaries have in the past been transported, treated and disposed of in accordance with Environmental Laws and so as not to protect the environment and/or human pose an imminent and substantial endangerment to public health or safety (collectivelythe environment, "ENVIRONMENTAL LAWS"); neither INT'X.xxx nor any Subsidiary has handledand, generatedto the actual knowledge of the Borrower, used, stored, transported or disposed of any material, substance or waste which is regulated by Environmental Laws ("HAZARDOUS MATERIALS"), except for ordinary office and/or office-cleaning supplies, products, equipment, fluids all such transport carriers and wastes customarily found, treatment and in quantities customarily found, in a commercial office setting, which disposal facilities have been used and are operating in compliance with Environmental Laws and so as not to pose an imminent and substantial endangerment to public health or the environment, and are not the subject of any existing, pending or threatened action, investigation or inquiry by any Governmental Authority in connection with any Environmental Laws; . (iiie) the Borrower has taken all steps reasonably necessary to determine and has determined that no oil, hazardous substances, solid waste or oil and gas waste, have been disposed of or otherwise released and there has been no threatened release of any oil, hazardous substances, solid waste or oil and gas waste on or to any Property of the Parent and its Restricted Subsidiaries except in compliance with Environmental Laws and so as not to pose an imminent and substantial endangerment to public health or welfare or the environment. (f) to the knowledge extent applicable, all Property of INT'X.xxx the Parent and its Restricted Subsidiaries there is currently satisfies all design, operation, and equipment requirements imposed by the OPA, and the Borrower does not nowhave any reason to believe that such Property, nor has there ever been, any underground storage tank or asbestos on any real property owned, operated or leased by INT'X.xxx; (iv) INT'X.xxx has not conducted, nor is it aware of, any environmental investigations, studies, audits, tests, reviews or analyses, the purpose of which was to discover, identify, or otherwise characterize the condition of the soil, groundwater, air or the presence of Hazardous Materials at any real property owned, operated or leased by INT'X.xxx; and (v) to the knowledge of INT'X.xxx and its Subsidiaries there are no "Environmental Liabilities". For purposes extent subject to the OPA, will not be able to maintain compliance with the OPA requirements during the term of this Agreement. (g) neither the Parent nor any Restricted Subsidiary has any known contingent liability or Remedial Work in connection with any release or threatened release of any oil, "ENVIRONMENTAL LIABILITIES" are any claimshazardous substance, demands, solid waste or liabilities under Environmental Laws which (i) arise out of or in any way relate to INT'X.xxx's or its Subsidiary's operations or activities, or any real property at any time owned, operated or leased by INT'X.xxx or a Subsidiary, or any stockholder's use or ownership thereof, whether vested or unvested, contingent or fixed, actual or potential, oil and (ii) arise from or relate to actions occurring (including any failure to act) or conditions existing on or before gas waste into the Closing Dateenvironment.

Environmental Matters. INT'X.xxx (a) Parent and all of its Subsidiaries are and have complied at all times been in all material respects compliance with all applicable federal, state and local laws (including, without limitation, case law, rules, regulations, orders, judgments, decrees, permits, licenses and governmental approvals) which are intended to protect the environment and/or human health or safety (collectively, "ENVIRONMENTAL LAWS"); neither INT'X.xxx nor any Subsidiary has handled, generated, used, stored, transported or disposed of any material, substance or waste which is regulated by Environmental Laws ("HAZARDOUS MATERIALS"), except for ordinary office and/or office-cleaning supplies, products, equipment, fluids and wastes customarily foundLaws, and neither Parent nor Merger Sub has received any (i) communication that alleges that either Parent or Merger Sub is in quantities customarily foundviolation of, in a commercial office settingor has liability under, which have been used in compliance with any Environmental Laws; Law, (ii) written request for information pursuant to any Environmental Law, or (iii) notice regarding any requirement that is proposed for adoption or implementation under any Environmental Law and that would be applicable to the operations of either Parent or Merger Sub. (b) Neither Parent nor any of its Subsidiaries nor any of the current and former properties, operations or activities of Parent or any of its Subsidiaries is subject to any existing, pending or, to the knowledge of INT'X.xxx and Parent, threatened action, suit, investigation, inquiry or proceeding by any Governmental Authority or other Person under any Environmental Law. (c) All authorizations, if any, required to be obtained or filed by Parent or any of its Subsidiaries there is not now, nor has there ever been, under any underground storage tank Environmental Law in connection with the business of Parent have been obtained or asbestos on any real property owned, operated or leased by INT'X.xxx; (iv) INT'X.xxx has not conducted, nor is it aware of, any environmental investigations, studies, audits, tests, reviews or analyses, filed and are valid and currently in full force and effect and will remain valid and in full force and effect after the purpose of which was to discover, identify, or otherwise characterize the condition consummation of the soilMerger and Parent is in compliance with the terms and conditions of such authorizations. (d) There has been no release of any hazardous substance, groundwater, air pollutant or contaminant into the presence environment by Parent or any of Hazardous Materials at any real property owned, operated its Subsidiaries in connection with the current or leased by INT'X.xxx; and former properties or operations of Parent. (ve) to To the knowledge of INT'X.xxx Parent, there has been no exposure of any person or property to any hazardous substance, pollutant or contaminant in connection with the current or former properties, operations and its Subsidiaries there are no "Environmental Liabilities". For purposes activities of this Agreement, "ENVIRONMENTAL LIABILITIES" are any claims, demands, or liabilities under Environmental Laws which (i) arise out of or in any way relate to INT'X.xxx's or its Subsidiary's operations or activities, Parent or any real property at any time owned, operated or leased by INT'X.xxx or a Subsidiary, or any stockholder's use or ownership thereof, whether vested or unvested, contingent or fixed, actual or potential, and (ii) arise from or relate to actions occurring (including any failure to act) or conditions existing on or before the Closing Dateof its Subsidiaries.

Environmental Matters. INT'X.xxx (a) Except as, individually or in the aggregate, has not had and its Subsidiaries would not reasonably be expected to have complied a Parent Material Adverse Effect: (i) Parent and each Parent Subsidiary are in compliance with applicable Environmental Laws, have applied for all material respects Environmental Permits necessary to conduct their current operations and are in compliance with all applicable federal, state and local laws their respective Environmental Permits. (including, without limitation, case law, rules, regulations, orders, judgments, decrees, permits, licenses and governmental approvalsii) which are intended to protect the environment and/or human health or safety (collectively, "ENVIRONMENTAL LAWS"); neither INT'X.xxx Neither Parent nor any Parent Subsidiary has handledreceived any written notice, generateddemand, usedletter or claim alleging that Parent or any such Parent Subsidiary is in violation of, storedor liable under, transported any Environmental Law or disposed that any judicial, administrative or compliance order has been issued against Parent or any Parent Subsidiary which remains unresolved. There is no litigation, investigation, request for information or other proceeding pending, or, to the knowledge of Parent, threatened against Parent and any materialParent Subsidiary under any applicable Environmental Law. (iii) Neither Parent nor any Parent Subsidiary has entered into or agreed to any consent decree or order or is subject to any judgment, substance decree or waste which is regulated by Environmental Laws ("HAZARDOUS MATERIALS")judicial, except for ordinary office and/or office-cleaning supplies, products, equipment, fluids and wastes customarily found, and in quantities customarily found, in a commercial office setting, which have been used in administrative or compliance order relating to compliance with Environmental Laws; (iii) , Environmental Permits or the investigation, sampling, monitoring, treatment, remediation, removal or cleanup of Hazardous Materials and no investigation, litigation or other proceeding is pending or, to the knowledge of INT'X.xxx and its Subsidiaries there is not nowParent, nor has there ever been, threatened against Parent or any underground storage tank or asbestos on Parent Subsidiary under any real property owned, operated or leased by INT'X.xxx; applicable Environmental Law. (iv) INT'X.xxx Neither Parent nor any Parent Subsidiary has not conductedassumed, nor is it aware ofby contract or operation of Law, any environmental investigations, studies, audits, tests, reviews liability under any Environmental Law or analyses, the purpose of which was relating to discover, identifyany Hazardous Materials, or otherwise characterize the condition of the soil, groundwater, air is an indemnitor in connection with any threatened or the presence of asserted claim by any third-party indemnitee for any liability under any Environmental Law or relating to any Hazardous Materials at any real property owned, operated or leased by INT'X.xxx; and Materials. (v) Neither Parent nor any Parent Subsidiary has caused, and to the knowledge of INT'X.xxx and its Subsidiaries there are Parent, no "Environmental Liabilities". For purposes Third Party has caused any release of this Agreement, "ENVIRONMENTAL LIABILITIES" are a Hazardous Material that would be required to be investigated or remediated by Parent or any claims, demands, or liabilities Parent Subsidiary under Environmental Laws which Law. (ib) arise out This Section 5.14 contains the exclusive representations and warranties of or in any way relate Parent and Merger Sub with respect to INT'X.xxx's or its Subsidiary's operations or activities, or any real property at any time owned, operated or leased by INT'X.xxx or a Subsidiary, or any stockholder's use or ownership thereof, whether vested or unvested, contingent or fixed, actual or potential, and (ii) arise from or relate to actions occurring (including any failure to act) or conditions existing on or before the Closing Dateenvironmental matters.

Environmental Matters. INT'X.xxx (a) The on-going operations of the Company and each of its Restricted Subsidiaries have complied comply in all material respects with all Environmental Laws, except such non-compliance which would not (if enforced in accordance with applicable federal, state law) result in liability which could reasonably be expected to have a Material Adverse Effect. The Company and local laws (including, without limitation, case law, rules, regulations, orders, judgments, decreeseach of its Restricted Subsidiaries has obtained all licenses, permits, licenses authorizations and governmental approvals) which are intended to protect the environment and/or human health or safety (collectively, "ENVIRONMENTAL LAWS"); neither INT'X.xxx nor registrations required under any Subsidiary has handled, generated, used, stored, transported or disposed of any material, substance or waste which is regulated by Environmental Laws Law ("HAZARDOUS MATERIALSEnvironmental Permits")) and necessary for its ordinary course operations, except for ordinary office and/or office-cleaning supplies, products, equipment, fluids and wastes customarily foundall such Environmental Permits are in good standing, and in quantities customarily found, in a commercial office setting, which have been used the Company and each of its Restricted Subsidiaries is in compliance with all material terms and conditions of such Environmental Laws; Permits. (iiib) to To the knowledge of INT'X.xxx the Company, none of the Company, any of its Restricted Subsidiaries or any of their respective present Property or operations is subject to any outstanding material written order from or agreement with any Governmental Authority nor subject to any judicial or docketed administrative proceeding, respecting any Environmental Law, Environmental Claim or Hazardous Material. There are no Hazardous Materials or other conditions or circumstances existing with respect to any Property, or arising from operations prior to the Closing Date, of the Company or any of its Restricted Subsidiaries that would reasonably be expected to give rise to Environmental Claims with a potential liability of the Company and its Restricted Subsidiaries there is not nowthat could reasonably be expected to have a Material Adverse Effect for any such condition, circumstance or Property. In addition, (i) neither the Company's nor has there ever been, any of its Restricted Subsidiaries' Properties have any underground storage tank tanks (x) that are not properly registered or asbestos on any real property owned, operated or leased by INT'X.xxx; (iv) INT'X.xxx has not conducted, nor is it aware of, any environmental investigations, studies, audits, tests, reviews or analyses, the purpose of which was to discover, identifypermitted under applicable Environmental Laws, or otherwise characterize the condition of the soil, groundwater, air (y) that are leaking or the presence disposing of Hazardous Materials at any real property owned, operated or leased by INT'X.xxx; and (v) to the knowledge of INT'X.xxx and its Subsidiaries there are no "Environmental Liabilities". For purposes of this Agreement, "ENVIRONMENTAL LIABILITIES" are any claims, demands, or liabilities off-site in an amount that would require remediation under Environmental Laws which (i) arise out of or in any way relate to INT'X.xxx's or its Subsidiary's operations or activities, or any real property at any time owned, operated or leased by INT'X.xxx or a Subsidiary, or any stockholder's use or ownership thereof, whether vested or unvested, contingent or fixed, actual or potentialLaws, and (ii) arise to the Company's actual knowledge the Company and its Restricted Subsidiaries have notified all of their employees of the existence, if any, of any health hazard arising from or relate to actions occurring (including any failure to act) or the conditions existing on or before the Closing Dateof their employment and have met all notification requirements under Title III of CERCLA and all other Environmental Laws.

Environmental Matters. INT'X.xxx Except for those matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect: (i) Parent and its Subsidiaries are, and within all applicable statutes of limitation have complied been, in all material respects compliance with all applicable federal, state and local laws (including, without limitation, case law, rules, regulations, orders, judgments, decrees, permits, licenses and governmental approvals) which are intended to protect the environment and/or human health or safety (collectively, "ENVIRONMENTAL LAWS"); neither INT'X.xxx nor any Subsidiary has handled, generated, used, stored, transported or disposed of any material, substance or waste which is regulated by Environmental Laws ("HAZARDOUS MATERIALS"), except for ordinary office and/or office-cleaning supplies, products, equipment, fluids and wastes customarily found, and in quantities customarily found, in a commercial office setting, which have been used in compliance with Environmental Laws; (iiiii) to the knowledge of INT'X.xxx Parent and its Subsidiaries possess all Permits currently required under applicable Environmental Laws, and within all applicable statutes of limitation have been, in compliance with the terms and conditions of such Permits, and neither Parent nor any of its Subsidiaries has received written notice that any such Permits possessed by Parent or any of its Subsidiaries will be revoked, suspended, adversely modified, or will not be renewed, and to the Knowledge of Parent, there is no reasonable basis for revoking, suspending, adversely modifying, or not nowrenewing any such Permit; (iii) there are no Actions pending against or, to the Knowledge of Parent, threatened against or affecting, and there is no Order outstanding against or, to the Knowledge of Parent, affecting, Parent or any of its Subsidiaries under any Environmental Laws or regarding any Hazardous Materials, and neither Parent nor any of its Subsidiaries has there ever beenany realized or, to the Knowledge of Parent, unrealized liability under any underground storage tank or asbestos on any real property owned, operated or leased by INT'X.xxxapplicable Environmental Law that has not been resolved; (iv) INT'X.xxx has not conductedneither Parent nor any of its Subsidiaries is currently investigating or remediating, nor is it aware has agreed to pay for the investigation or remediation of, any environmental investigations, studies, audits, tests, reviews or analyses, the purpose of which was to discover, identify, or otherwise characterize the condition of the soil, groundwater, air or the presence Release of Hazardous Materials at any real property owned, operated currently or formerly owned or leased by INT'X.xxxany of them or at any other location; and (v) Hazardous Materials have not been Released or threatened to be Released by Parent or any of its Subsidiaries, and to the knowledge Knowledge of INT'X.xxx and its Subsidiaries there Parent are no "Environmental Liabilities". For purposes of this Agreementnot otherwise present, "ENVIRONMENTAL LIABILITIES" are any claims, demands, or liabilities under Environmental Laws which (i) arise out of or in any way relate to INT'X.xxx's or its Subsidiary's operations or activities, or at any real property at any time owned, operated currently or formerly owned or leased by INT'X.xxx Parent or any of its Subsidiaries or at any other location under circumstances or conditions that would reasonably be expected to result in liability of, a Subsidiaryclaim against, or to interfere with the operations of or otherwise adversely affect, Parent or any stockholder's use or ownership thereof, whether vested or unvested, contingent or fixed, actual or potential, and (ii) arise from or relate to actions occurring (including any failure to act) or conditions existing on or before the Closing Dateof its Subsidiaries.

Environmental Matters. INT'X.xxx Except as disclosed in the Parent SEC Documents or as set forth in Section 5.18 of the Parent Disclosure Schedule: (a) The Parent possesses any and all Environmental Permits necessary to or required for the operation of its Subsidiaries have complied business as currently conducted, except where the failure to possess such Environmental Permits would not cause a Material Adverse Effect. The Parent will obtain, prior to the Closing, any Environmental Permits that must be obtained as of or immediately after the Closing in order for the Surviving Corporation and/or the Parent to conduct the business of the Parent as it was conducted prior to the Closing. (b) The Parent is in compliance in all material respects with (i) all applicable federalterms, state conditions and local laws provisions of its Environmental Permits; and (includingii) all Environmental Laws. (c) The Parent has not received any notice of alleged, without limitationactual or potential responsibility for, case lawor any inquiry regarding, rules(i) any release or threatened or suspected release of any Hazardous Material, regulationsor (ii) any violation of Environmental Law, ordersand there is no outstanding civil, judgmentscriminal or administrative investigation, decreesaction, permitssuit hearing or proceeding pending or threatened against the Parent pursuant to any Environmental Law. (d) The Parent does not have any obligation or liability with respect to any Hazardous Material, licenses including any Release or threatened or suspected Release of any Hazardous Material and governmental approvalsany violation of Environmental Law, and there have been no events, facts or circumstances which could form the basis of any such obligation or liability. (e) which are intended No Releases of Hazardous Material(s) have occurred at, from, in, to, on, or under any Site and no Hazardous Material is present in, on, about or migrating to protect or from any Site. (f) Neither the environment and/or human health or safety (collectivelyParent, "ENVIRONMENTAL LAWS"); neither INT'X.xxx nor any Subsidiary predecessor of the Parent, nor any entity previously owned by the Parent, has handled, generated, used, stored, transported or disposed arranged for the treatment, storage, handling, disposal or transportation of any materialHazardous Material at, substance from or waste which to any site or other location. (g) No Site is regulated by a current or proposed Environmental Laws Clean-up Site. ("HAZARDOUS MATERIALS")h) There are no Liens under or pursuant to any Environmental Law on any Site. (i) There is no (i) underground storage tank, except for ordinary office and/or office-cleaning suppliesactive or abandoned, products, (ii) polychlorinated biphenyl containing equipment, fluids and wastes customarily found, and in quantities customarily found, in a commercial office setting, which have been used in compliance with Environmental Laws; (iii) to the knowledge of INT'X.xxx and its Subsidiaries there is not nowasbestos-containing material, nor has there ever been(iv) radon, (v) lead-based paint or (vi) urea formaldehyde at any Site. Any underground storage tank or asbestos on any real property owned, operated or leased by INT'X.xxx; meets all current applicable upgrade requirements. (ivj) INT'X.xxx has not conducted, nor is it aware of, any environmental There have been no Environmental investigations, studies, audits, tests, reviews or analyses, other analyses conducted which are in the purpose of Parent’s possession with respect to any Site which was have not been delivered to discover, identify, or otherwise characterize the condition of the soil, groundwater, air or the presence of Hazardous Materials at any real property owned, operated or leased by INT'X.xxx; and (v) Parent prior to the knowledge of INT'X.xxx and its Subsidiaries there are no "Environmental Liabilities". For purposes execution of this Agreement. (k) The Parent has provided all notifications and warnings, "ENVIRONMENTAL LIABILITIES" are any claims, demands, or liabilities under Environmental Laws which (i) arise out of or in any way relate to INT'X.xxx's or its Subsidiary's operations or activities, or any real property at any time owned, operated or leased by INT'X.xxx or a Subsidiary, or any stockholder's use or ownership thereof, whether vested or unvested, contingent or fixed, actual or potentialmade all reports, and (ii) arise from or relate kept and maintained all records required pursuant to actions occurring (including any Environmental Laws, except where the failure to act) or conditions existing on or before the Closing Datedo so would not be reasonably expected to have a Material Adverse Effect.

Environmental Matters. INT'X.xxx Except as may be set forth in Section 5.17 of the Parent Disclosure Schedule: (a) To the knowledge of Parent, each of Parent and its Subsidiaries have complied Subsidiaries, and each of the Participation Facilities and the Loan Properties (each as hereinafter defined), is in compliance, in all material respects respects, with all applicable federal, state and local laws (including, without limitation, case law, rules, regulations, orders, judgments, decrees, permits, licenses and governmental approvals) which are intended to protect the environment and/or human health or safety (collectively, "ENVIRONMENTAL LAWS"); neither INT'X.xxx nor any Subsidiary has handled, generated, used, stored, transported or disposed of any material, substance or waste which is regulated by Environmental Laws ("HAZARDOUS MATERIALS"), except for ordinary office and/or office-cleaning supplies, products, equipment, fluids and wastes customarily found, and in quantities customarily found, in a commercial office setting, which have been used in compliance with Environmental Laws; ; (iiib) There is no suit, claim, action or proceeding pending or, to the knowledge of INT'X.xxx and Parent, threatened, before any Governmental Entity or other forum in which Parent or any of its Subsidiaries there is not nowhas been named as a defendant, nor has there ever beenor, any underground storage tank or asbestos on any real property owned, operated or leased by INT'X.xxx; (iv) INT'X.xxx has not conducted, nor is it aware of, any environmental investigations, studies, audits, tests, reviews or analyses, the purpose of which was to discover, identify, or otherwise characterize the condition of the soil, groundwater, air or the presence of Hazardous Materials at any real property owned, operated or leased by INT'X.xxx; and (v) to the knowledge of INT'X.xxx and its Subsidiaries there are no "Parent, the subject of which is any Participation Facility or any Loan Property, (x) for alleged noncompliance (including by any predecessor) with any Environmental Liabilities". For purposes of this Agreement, "ENVIRONMENTAL LIABILITIES" are any claims, demandsLaws, or liabilities under Environmental Laws which (iy) arise out relating to the release, threatened release or exposure to any Hazardous Material whether or not occurring at or on a site owned, leased or operated by Parent or any of its Subsidiaries; and (c) To the knowledge of Parent, during the period of (x) Parent’s or any of its Subsidiaries’ ownership or operation of any of their respective current or former properties, (y) Parent’s or any of its Subsidiaries’ participation in the management of any way relate to INT'X.xxx's or its Subsidiary's operations or activitiesParticipation Facility, or (z) Parent’s or any real property at of its Subsidiaries’ interest in a Loan Property, there has been no release of Hazardous Materials in, on, under or affecting any time ownedsuch property, operated Participation Facility or leased by INT'X.xxx Loan Property in a manner that requires any material remediation under any applicable Environmental Law. To the knowledge of Parent, prior to the period of (x) the Parent’s or a Subsidiaryany of its Subsidiaries’ ownership or operation of any of their respective current or former properties, (y) Parent or any of its Subsidiaries’ participation in the management of any Participation Facility, or (z) Parent or any stockholder's use of its Subsidiaries’ interest in a Loan Property, there was no release of Hazardous Materials in, on, under or ownership thereofaffecting any such property, whether vested Participation Facility or unvested, contingent or fixed, actual or potential, and (ii) arise from or relate to actions occurring (including Loan Property in a manner than requires any failure to act) or conditions existing on or before the Closing Date.material remediation under any Environmental Law