Common use of Environmental Protection Clause in Contracts

Environmental Protection. (a) Except as set forth on Schedule 4.22: (i) Each of the Company and each of its Subsidiaries has complied in all material respects with all applicable Environmental Laws. Each of the Company and each of its Subsidiaries has prepared and filed with the appropriate Governmental Authorities all reports, notifications, and filings required pursuant to any applicable Environmental Laws for the operation of the Company and the operation or occupation of the Leased Real Property including any such as are required as a result of the transactions contemplated hereby. Since January 1, 2007, neither the Company nor any of its Subsidiaries has received any notice or other information regarding any actual or alleged violation of, any actual or potential Liability under, or any corrective or remedial obligation under, any Environmental Law and to the Knowledge of the Company, no basis for any such notice exists. Neither the Company nor any of its Subsidiaries has been notified that it is potentially responsible or liable, or received any requests for information or other correspondence concerning any site or facility, under the applicable Environmental Laws. Neither the Company nor any of its Subsidiaries has entered into or received any consent, decree, compliance order, or administrative order pursuant to all applicable Environmental Laws. (ii) Each of the Company and each of its Subsidiaries holds all Environmental Permits necessary to conduct its operations including any such as are required as a result of the transactions contemplated hereby. Schedule 4.22 contains a true, complete and accurate list of all such Environmental Permits and, where applicable, their expiration dates. The Company does not have any reason to believe that any such Environmental Permits (A) will not be renewed, or (B) will be renewed under terms that are reasonably likely to have a Material Adverse Effect. (iii) Neither the Company nor any of its Subsidiaries has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled or released any substance including without limitation any Materials of Environmental Concern, or operated any property or facility (and no such property or facility, including the Leased Real Property, is contaminated by any such substance) in a manner that has given rise to Liability pursuant to any applicable Environmental Laws, including any Liability for response costs, corrective action costs, personal injury, property damage, natural resources damage or attorney fees, or any investigative, corrective or remedial obligations. (b) There are no reports, studies, assessments, audits, and other similar documents in the possession or control of the Company or any of its Subsidiaries or the Sellers that address any issues of actual or potential noncompliance with or actual or potential liability under, any Environmental Laws that may affect the Company or any of its Subsidiaries. Copies of all such reports have been provided or made available to Buyer prior to the signing hereof. (c) None of the matters set forth on Schedule 4.22, or any aggregation thereof, could reasonably be expected to result in a Material Adverse Effect.

Environmental Protection. (a) A. Except as set forth on in Schedule 4.22: (i) Each of the Company and each of its Subsidiaries has complied in all material respects with all applicable Environmental Laws. Each of the Company and each of its Subsidiaries has prepared and filed with the appropriate Governmental Authorities all reports, notifications, and filings required pursuant to any applicable Environmental Laws for the operation of the Company and the operation or occupation of the Leased Real Property including any such as are required as a result of the transactions contemplated hereby. Since January 1, 20075.13 annexed hereto, neither the Company nor any of its Subsidiaries has received (including, solely with respect to periods prior to the Closing Date, CPIH Subsidiaries) nor any notice of their respective Facilities or other information regarding operations are subject to any actual outstanding written order, consent decree or alleged violation ofsettlement agreement with any Person relating to (a) any Environmental Law, (b) any actual or potential Liability underEnvironmental Claim, or (c) any corrective Hazardous Materials Activity that, individually or remedial obligation underin the aggregate, could reasonably be expected to have a Material Adverse Effect or impose liability on any Environmental Law and to the Knowledge of the CompanyLender or Agent; B. Except as set forth in Schedule 5.13 annexed hereto, no basis for any such notice exists. Neither the neither Company nor any of its Subsidiaries (including, solely with respect to periods prior to the Closing Date, CPIH Subsidiaries) has received any letter or request for information under Section 104 of CERCLA or any comparable state law regarding any condition, occurrence or activity that could reasonably be expected to form the basis of an Environmental Claim against Company or any of its Subsidiaries (including, solely with respect to periods prior to the Closing Date, CPIH Subsidiaries) that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect or impose liability on any Lender or Agent; C. Except as set forth in Schedule 5.13 annexed hereto, there are and, to Company's knowledge, have been notified that it is potentially responsible or liableno conditions, occurrences, or received Hazardous Materials Activities that could reasonably be expected to form the basis of an Environmental Claim against Company or any requests for information of its Subsidiaries (including, solely with respect to periods prior to the Closing Date, CPIH Subsidiaries) that, individually or other correspondence concerning in the aggregate, could reasonably be expected to have a Material Adverse Effect or impose liability on any site Lender or facilityAgent; D. Except as set forth in Schedule 5.13 annexed hereto, under the applicable Environmental Laws. Neither the (i) neither Company nor any of its Subsidiaries has entered into or received (including, solely with respect to periods prior to the Closing Date, CPIH Subsidiaries) nor, to Company's knowledge, any consent, decree, compliance order, or administrative order pursuant to all applicable Environmental Laws. (ii) Each predecessor of the Company and each of its Subsidiaries holds all Environmental Permits necessary to conduct its operations including any such as are required as a result of the transactions contemplated hereby. Schedule 4.22 contains a true, complete and accurate list of all such Environmental Permits and, where applicable, their expiration dates. The Company does not have any reason to believe that any such Environmental Permits (A) will not be renewed, or (B) will be renewed under terms that are reasonably likely to have a Material Adverse Effect. (iii) Neither the Company nor any of its Subsidiaries has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled or released any substance including without limitation any Materials of Environmental Concern, or operated any property or facility (and no such property or facility, including the Leased Real Property, is contaminated by any such substance) in a manner that has given rise to Liability pursuant to any applicable Environmental Laws, including any Liability for response costs, corrective action costs, personal injury, property damage, natural resources damage or attorney fees, or any investigative, corrective or remedial obligations. (b) There are no reports, studies, assessments, audits, and other similar documents in the possession or control of the Company or any of its Subsidiaries or (including, solely with respect to periods prior to the Sellers that address Closing Date, CPIH Subsidiaries) has filed any issues of actual or potential noncompliance with or actual or potential liability under, notice under any Environmental Laws that may affect the Company Law indicating past or present treatment of Hazardous Materials at any Facility, (ii) none of Company's or any of its Subsidiaries. Copies ' Facilities constitute facilities for the treatment, storage or disposal of all such reports have been provided or made available to Buyer prior to the signing hereof. (c) None of the matters set forth on Schedule 4.22, Hazardous Materials under RCRA or any aggregation thereofstate equivalent, and (iii) none of Company's or any of its Subsidiaries' operations involves the generation, transportation, treatment, storage or disposal of hazardous waste in violation of RCRA or any state equivalent that, individually or in the aggregate, could reasonably be expected to result in have a Material Adverse EffectEffect or impose liability on any Lender or Agent; and E. Compliance with all current requirements pursuant to or under Environmental Laws would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect or impose liability on any Lender or Agent.

Environmental Protection. (a) Except as set forth on in Disclosure Schedule 4.22(3.15) or as would not reasonably be expected to have a Material Adverse Effect: (i) Each of the Company and each of its Subsidiaries Credit Party has complied in all material respects with all applicable Environmental Laws. Each of the Company and each of its Subsidiaries Credit Party has prepared and filed with the appropriate Governmental Authorities all reports, notifications, and filings required pursuant to any applicable Environmental Laws for the operation of the Company each Credit Party and the operation or occupation of each real property location owned, leased or occupied by each Credit Party (the Leased “Real Property Property”) including any such as are required as a result of the transactions contemplated hereby. Since January 1, 2007, neither the Company nor any of its Subsidiaries no Credit Party has received any notice or other information regarding any actual or alleged violation of, any actual or potential Liability Environmental Liabilities under, or any corrective or remedial obligation under, any Environmental Law and to the Knowledge knowledge of the Companyeach Credit Party, no basis for any such notice exists. Neither the Company nor any of its Subsidiaries No Credit Party has been notified that it is potentially responsible or liable, or received any requests for information or other correspondence concerning any site or facility, under the applicable Environmental Laws. Neither the Company nor any of its Subsidiaries No Credit Party has entered into or received any consent, decree, compliance order, or administrative order pursuant to all applicable Environmental Laws. (ii) Each of the Company and each of its Subsidiaries Credit Party holds all Environmental Permits environmental permits necessary to conduct its operations including any such environmental permits as are required as a result of the transactions contemplated hereby. Disclosure Schedule 4.22 3.15 contains a true, complete and accurate list of all such Environmental Permits environmental permits and, where applicable, their expiration dates. The Company does Credit Parties do not have any reason to believe that any such Environmental Permits environmental permits (A) will not be renewed, or (B) will be renewed under terms that are reasonably likely to have a Material Adverse Effect. (iii) Neither the Company nor any of its Subsidiaries No Credit Party has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled or released any substance including without limitation any Materials of Environmental Concern, or operated any property or facility (and no such property or facility, including the Leased Real Property, is contaminated by any such substance) in a manner that has given rise to Liability Environmental Liabilities pursuant to any applicable Environmental Laws, including any Liability Environmental Liabilities for response costs, corrective action costs, personal injury, property damage, natural resources damage or attorney fees, or any investigative, corrective or remedial obligations. (b) There are no reports, studies, assessments, audits, and other similar documents in the possession or control of the Company or any of its Subsidiaries or the Sellers Credit Parties that address any issues of actual or potential noncompliance with or actual or potential liability Environmental Liabilities under, any Environmental Laws that may affect any Credit Party as of the Company or any of its SubsidiariesClosing Date. Copies of all such reports have been provided or made available to Buyer Lender prior to the signing hereof. (c) None of the matters set forth on in Disclosure Schedule 4.223.15, or any aggregation thereof, could reasonably be expected to result in a Material Adverse Effect.

Environmental Protection. (a) Except as set forth on Schedule 4.22: (i) Each of the Company and each of its Subsidiaries has complied in all material respects with all applicable Environmental Laws. Each of the Company and each of its Subsidiaries has prepared and filed with the appropriate Governmental Authorities all reportscould not, notifications, and filings required pursuant to any applicable Environmental Laws for the operation of the Company and the operation or occupation of the Leased Real Property including any such as are required as a result of the transactions contemplated hereby. Since January 1, 2007, neither the Company nor any of its Subsidiaries has received any notice or other information regarding any actual or alleged violation of, any actual or potential Liability under, or any corrective or remedial obligation under, any Environmental Law and to the Knowledge of the Company, no basis for any such notice exists. Neither the Company nor any of its Subsidiaries has been notified that it is potentially responsible or liable, or received any requests for information or other correspondence concerning any site or facility, under the applicable Environmental Laws. Neither the Company nor any of its Subsidiaries has entered into or received any consent, decree, compliance order, or administrative order pursuant to all applicable Environmental Laws. (ii) Each of the Company and each of its Subsidiaries holds all Environmental Permits necessary to conduct its operations including any such as are required as a result of the transactions contemplated hereby. Schedule 4.22 contains a true, complete and accurate list of all such Environmental Permits and, where applicable, their expiration dates. The Company does not have any reason to believe that any such Environmental Permits (A) will not be renewed, or (B) will be renewed under terms that are reasonably likely to have a Material Adverse Effect. (iii) Neither the Company nor any of its Subsidiaries has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled or released any substance including without limitation any Materials of Environmental Concern, or operated any property or facility (and no such property or facility, including the Leased Real Property, is contaminated by any such substance) in a manner that has given rise to Liability pursuant to any applicable Environmental Laws, including any Liability for response costs, corrective action costs, personal injury, property damage, natural resources damage or attorney fees, or any investigative, corrective or remedial obligations. (b) There are no reports, studies, assessments, audits, and other similar documents in the possession or control of the Company or any of its Subsidiaries or the Sellers that address any issues of actual or potential noncompliance with or actual or potential liability underaggregate, any Environmental Laws that may affect the Company or any of its Subsidiaries. Copies of all such reports have been provided or made available to Buyer prior to the signing hereof. (c) None of the matters set forth on Schedule 4.22, or any aggregation thereof, could reasonably be expected to result in a SCANA Material Adverse Effect, but excluding matters disclosed in Section 5.12(a) of the SCANA Disclosure Schedule, (i) SCANA and the SCANA Subsidiaries are and have been in compliance with all applicable Environmental Laws and the terms and conditions of all applicable Environmental Permits, and neither SCANA nor any of the SCANA Subsidiaries has received any written notice from any person or Governmental Authority that alleges that SCANA or any of the SCANA Subsidiaries is not in material compliance with applicable Environmental Laws or the terms and conditions of all such Environmental Permits, (ii) to the best knowledge of SCANA, there are no Environmental Claims pending or threatened (A) against SCANA or any of the SCANA Subsidiaries, (B) against any person or entity whose liability for any Environmental Claim SCANA or any of the SCANA Subsidiaries has or may have retained or assumed either contractually or by operation of law or (C) against any real or personal property or operations that SCANA or any of the SCANA Subsidiaries owns, leases or manages, in whole or in part, and (iii) to the best knowledge of SCANA, there has been no Release of Hazardous Materials that would be reasonably likely to (A) form the basis of any Environmental Claim against SCANA or any of the SCANA Subsidiaries or against any person or entity whose liability for any Environmental Claim SCANA or any of the SCANA Subsidiaries has or may have retained or assumed either contractually or by operation of law or (B) cause damage or diminution of value to any of the operations or real properties owned, leased or managed, in whole or in part, by SCANA or any of the SCANA Subsidiaries. (b) To the best knowledge of SCANA, there are no facts or circumstances that are likely to form the basis of an Environmental Claim or to require expenditures by SCANA or any of the SCANA Subsidiaries in order to comply with currently applicable Environmental Laws, including but not limited to facts and circumstances arising from: (i) the cost of pollution-control equipment currently required or known to be required in the future; (ii) current investigatory, removal, remediation or response costs or investigatory, removal, remediation or response costs known to be required in the future, in each case, both on-site and off-site; and/or (iii) any other environmental matters affecting SCANA or any of the SCANA Subsidiaries, and that could not reasonably be expected to have, in the aggregate, but excluding matters disclosed in Section 5.12 of the SCANA Disclosure Schedule, a SCANA Material Adverse Effect.

Environmental Protection. (a) Except as set forth on Schedule 4.22: (i) Each The Company and its Significant Subsidiaries have obtained all permits, licenses and other authorizations which are required under the Environmental Laws (as defined below) for the ownership, use and operation of each property owned, operated or leased by the Company and each of its Significant Subsidiaries has complied (the "Property"), all such permits, licenses and authorizations are in all material respects with all applicable Environmental Laws. Each of full force and effect, no appeal nor any other action is pending to revoke any such permit, license or authorization, and the Company and each its Significant Subsidiaries are in full compliance with all material terms and conditions of its Subsidiaries has prepared all such permits, licenses and filed with authorizations, except where the appropriate Governmental Authorities failure to have all reportssuch permits, notificationslicenses and other authorizations, the failure to be in full force and filings required pursuant to any applicable Environmental Laws for effect and in compliance therewith or the operation existence of the Company and the operation or occupation of the Leased Real Property including any such as are required as a result of the transactions contemplated hereby. Since January 1, 2007, neither the Company nor any of its Subsidiaries has received any notice appeal or other information regarding any actual or alleged violation of, any actual or potential Liability under, or any corrective or remedial obligation under, any Environmental Law and action would not reasonably be expected to the Knowledge of the Company, no basis for any such notice exists. Neither the have a Company nor any of its Subsidiaries has been notified that it is potentially responsible or liable, or received any requests for information or other correspondence concerning any site or facility, under the applicable Environmental Laws. Neither the Company nor any of its Subsidiaries has entered into or received any consent, decree, compliance order, or administrative order pursuant to all applicable Environmental LawsMaterial Adverse Effect. (ii) Each of the The Company and each of its Significant Subsidiaries holds are in compliance in all respects with all Environmental Permits necessary Laws, except where the failure to conduct its operations including be in compliance therewith is not reasonably expected to individually or in any such as are required as series of related occurrences result in a result of the transactions contemplated hereby. Schedule 4.22 contains a true, complete and accurate list of all such Environmental Permits and, where applicable, their expiration dates. The Company does not have any reason to believe that any such Environmental Permits (A) will not be renewed, or (B) will be renewed under terms that are reasonably likely to have a Material Adverse Effect. (iii) There is no suit, action, demand, claim or proceeding pending or, to the knowledge of the Company, threatened against the Company or any of its Significant Subsidiaries nor, to the knowledge of the Company, is there any investigation by any Governmental Entity under way, in any case relating in any way to alleged noncompliance by the Company or any of its Significant Subsidiaries with, or liability of the Company or any of its Significant Subsidiaries under Environmental Laws. (iv) The Company and its Significant Subsidiaries have not, and to the Company's knowledge, no other person has, Released (as defined below), placed, stored, buried or dumped any material quantities of Hazardous Substances (as defined below) on, beneath or adjacent to the Property or, to the knowledge of the Company, any property formerly owned, operated or leased by the Company or its Significant Subsidiaries, except for the presence of such Hazardous Substances as could not reasonably be expected to have a Company Material Adverse Effect. (v) Neither the Company nor any of its Significant Subsidiaries has treatedentered into any agreement that requires them to pay to, storedreimburse, disposed ofguarantee, arranged pledge, defend, indemnify or hold harmless any person for or permitted against any liabilities or costs in connection with any currently pending or, to the disposal ofCompany's knowledge, transportedcurrently threatened suit, handled action, notice, proceeding or released any substance including without limitation any Materials of Environmental Concerninvestigation relating to alleged noncompliance with, or operated any property or facility (and no such property or facilityliability under, including the Leased Real Property, is contaminated by any such substance) in a manner that has given rise to Liability pursuant to any applicable Environmental Laws, including any Liability for response costs, corrective action costs, personal injury, property damage, natural resources damage or attorney fees, or any investigative, corrective or remedial obligations. (bvi) There The Company and its Significant Subsidiaries have not received any written notice or written order from any Governmental Entity or private entity advising them that they are no reports, studies, assessments, audits, responsible for or potentially responsible for cleanup or paying for the cost of Cleanup of any Hazardous Substances and other similar documents in the possession or control of neither the Company or nor any of its Subsidiaries or the Sellers that address Significant Subsidiary has entered into any issues of actual or potential noncompliance with or actual or potential liability underagreements concerning such Cleanup, any Environmental Laws that may affect nor is the Company aware of any material facts which the Company has specific grounds to believe will give rise to such notice, order or any of its Subsidiaries. Copies of all such reports have been provided or made available to Buyer prior to the signing hereofagreement. (vii) As used in this Agreement: "Cleanup" shall mean all actions required to (a) cleanup, remove, treat or remediate Hazardous Substances in the indoor or outdoor environment, (b) prevent the Release of Hazardous Substances so that they do not migrate, endanger or threaten to endanger public health or welfare or the indoor or outdoor environment, (c) None of the matters set forth on Schedule 4.22, or any aggregation thereof, could reasonably be expected to result in a Material Adverse Effect.perform pre-

Environmental Protection. (a) Except as set forth on Schedule 4.22: Bancorp and the Bancorp Subsidiaries: (i) Each of the Company and each of its Subsidiaries has complied are in all material respects compliance with all applicable Environmental Laws. Each of the Company ; and each of its Subsidiaries has prepared and filed with the appropriate Governmental Authorities all reports, notifications, and filings required pursuant to any applicable Environmental Laws for the operation of the Company and the operation or occupation of the Leased Real Property including any such as are required as a result of the transactions contemplated hereby. Since January 1, 2007, neither the Company nor any of its Subsidiaries has (ii) have not received any notice communication (written or oral), from a governmental authority or other information regarding any actual or alleged violation ofPerson, any actual or potential Liability under, or any corrective or remedial obligation under, any Environmental Law and to the Knowledge of the Company, no basis for any such notice exists. Neither the Company nor any of its Subsidiaries has been notified that it alleges that Bancorp is potentially responsible or liable, or received any requests for information or other correspondence concerning any site or facility, under the applicable Environmental Laws. Neither the Company nor any of its Subsidiaries has entered into or received any consent, decree, not in compliance order, or administrative order pursuant to all with applicable Environmental Laws. (iib) Each of the Company Bancorp and each of its Subsidiaries holds BMSB have obtained all Environmental Permits necessary to conduct its operations including any such as are required as a result of the transactions contemplated hereby. Schedule 4.22 contains a truePermits, complete and accurate list of all such Environmental Permits and, where applicable, are in good standing and Bancorp and BMSB are in material compliance with all terms and conditions of their expiration dates. The Company does not have any reason to believe that any such Environmental Permits (A) will not be renewed, or (B) will be renewed under terms that are reasonably likely to have a Material Adverse Effect. (iii) Neither the Company nor any of its Subsidiaries has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled or released any substance including without limitation any Materials of Environmental Concern, or operated any property or facility (and no such property or facility, including the Leased Real Property, is contaminated by any such substance) in a manner that has given rise to Liability pursuant to any applicable Environmental Laws, including any Liability for response costs, corrective action costs, personal injury, property damage, natural resources damage or attorney fees, or any investigative, corrective or remedial obligations. (b) There are no reports, studies, assessments, audits, and other similar documents in the possession or control of the Company or any of its Subsidiaries or the Sellers that address any issues of actual or potential noncompliance with or actual or potential liability under, any Environmental Laws that may affect the Company or any of its Subsidiaries. Copies of all such reports have been provided or made available to Buyer prior to the signing hereofPermits. (c) None There is no Environmental Claim pending or, to the Knowledge of the matters set forth on Schedule 4.22Bancorp, threatened against Bancorp, BMSB or against any Person whose liability for any Environmental Claim Bancorp or BMSB has or may have retained or assumed either contractually or by operation of Law, or against any aggregation thereofreal or personal property or operations which Bancorp or BMSB owns, could reasonably be expected leases or manages. (d) To the Knowledge of Bancorp there have been no Releases of any Hazardous Material by Bancorp or by any Person on real property owned (including REO properties of BMSB), used, leased or operated by Bancorp or BMSB. (e) No real property at any time owned (including REO properties of BMSB), operated, used or controlled by Bancorp or BMSB is currently listed on the National Priorities List or the Comprehensive Environmental Response, Compensation and Liability Information System, both promulgated under the CERCLA, or on any comparable state list, and Bancorp has not received any written notice from any Person under or relating to result in CERCLA or any comparable state or local Law relating to potential listing on such lists. (f) To the Knowledge of Bancorp, no off-site location at which Bancorp or BMSB has disposed or arranged for the disposal of any waste is listed on the National Priorities List or on any comparable state list and neither Bancorp nor BMSB has received any written notice from any Person with respect to any off-site location, of potential or actual liability or a Material Adverse Effectwritten request for information from any Person under or relating to CERCLA or any comparable state or local Law.

Environmental Protection. (a) Except as set forth on in Schedule 4.223.19: (i) Each The Business and each Seller Party and its Affiliates in respect of the Company Business are in material compliance with all Environmental Laws; (ii) Each Seller Party and each its Affiliates has, in respect of the Business, obtained all material Governmental Permits required under Environmental Law necessary for its Subsidiaries has complied operation. Each Seller Party and its Affiliates is in compliance in all material respects with all applicable Environmental Laws. Each terms and conditions of such Governmental Permits; (iii) As of the Company and each date of its Subsidiaries has prepared and filed with the appropriate Governmental Authorities all reportsthis Agreement, notifications, and filings required pursuant to any applicable Environmental Laws for the operation none of the Company and the operation Seller Parties or occupation of the Leased Real Property including any such as are required as a result of the transactions contemplated hereby. Since January 1, 2007, neither the Company nor any of its Subsidiaries has received any notice or other information regarding any actual or alleged violation ofAffiliates, any actual or potential Liability underwith respect to the Business, or the Station or the Real Property is the subject of any corrective or remedial obligation underpending or, any Environmental Law and to the Knowledge of the CompanySeller Parties, threatened action, claim, complaint, investigation or notice of noncompliance or potential responsibility or other proceedings alleging any material failure of the Business or such Persons with respect to the Business to comply with, or material liability of the Business or such Persons with respect to the Business under, any Environmental Law; (iv) To the Knowledge of the Seller Parties, there has been no Release or threatened or pending Release of Hazardous Materials at, under, to, about, on, or from any Real Property or any other property currently or formerly owned, licensed, leased, occupied, used or operated by any of the Seller Parties or their Affiliates with respect to the Business, the Purchased Assets, the Assumed Liabilities or the Station that would reasonably be expected to require any Seller Party to conduct any material investigation, remediation or other response action, or incur material Losses; (v) To the Knowledge of the Seller Parties, no basis for any such notice exists. Neither the Company nor Hazardous Materials are generated, disposed, or present in, on, or under any of its Subsidiaries has been notified that it is potentially responsible or liablethe Real Property except for such Hazardous Materials as are (i) reasonably necessary for the customary operation of the Station and the Business, or received any requests for information or other correspondence concerning any site or facility, under the applicable Environmental Laws. Neither the Company nor any of its Subsidiaries has entered into or received any consent, decree, compliance order, or administrative order pursuant to all applicable Environmental Laws. and (ii) Each of used, stored, handled and disposed in material compliance with Environmental Laws; and (vi) The Seller Parties have made available to the Company and each of its Subsidiaries holds all Environmental Permits necessary to conduct its operations including any such as are required as a result of the transactions contemplated hereby. Schedule 4.22 contains a Buyer true, complete and accurate list correct copies of all such Environmental Permits andenvironmental assessments, where applicableaudits, their expiration dates. The Company does not have any reason inspections, investigations, surveys or other similar environmental reports relating to believe that any such Environmental Permits (A) will not be renewedthe Station, or (B) will be renewed under terms that are reasonably likely to have a Material Adverse Effect. (iii) Neither the Company nor any of its Subsidiaries has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled or released any substance including without limitation any Materials of Environmental Concern, or operated any property or facility (and no such property or facility, including the Leased Real Property, is contaminated by any such substance) the Business or the Purchased Assets that are in a manner that has given rise to Liability pursuant to any applicable Environmental Lawsthe possession, including any Liability for response costs, corrective action costs, personal injury, property damage, natural resources damage custody or attorney fees, or any investigative, corrective or remedial obligationscontrol of the Seller Parties. (b) There Other than as provided in Section 3.8, the representations and warranties contained in this Section 3.19 are no reports, studies, assessments, audits, the sole and other similar documents in the possession exclusive representations and warranties relating to Environmental Law or control of the Company or any of its Subsidiaries or the Sellers that address any issues of actual or potential noncompliance with or actual or potential liability under, any Environmental Laws that may affect the Company or any of its Subsidiaries. Copies of all such reports have been provided or made available to Buyer prior to the signing hereofHazardous Materials. (c) None of the matters set forth on Schedule 4.22, or any aggregation thereof, could reasonably be expected to result in a Material Adverse Effect.

Environmental Protection. Except as disclosed on Schedule 5.19 (and the Borrower represents and warrants to the Lenders and the Administrative Agent that the matters disclosed in the reports identified on Schedule 5.19 would not reasonably be expected to have a Material Adverse Effect): (a) Except as set forth on Schedule 4.22:to the best knowledge of Borrower, all real property leased or owned by Sunstone, the Borrower or any of their respective Subsidiaries is free from contamination by any Hazardous Material which could reasonably be expected to subject the Borrower or any of its Subsidiaries to Environmental Liabilities and Costs of $1,000,000 or more; (ib) Each the operations of Sunstone, the Company Borrower and each of its their respective Subsidiaries, and the operations at any real property leased or owned by Sunstone, the Borrower or any of their respective Subsidiaries has complied are in material compliance in all material respects with all applicable Environmental Laws. Each of the Company and each of its Subsidiaries has prepared and filed with the appropriate Governmental Authorities all reports, notifications, and filings required pursuant to any applicable Environmental Laws for the operation of the Company and the operation or occupation of the Leased Real Property including any such as are required as a result of the transactions contemplated hereby. Since January 1, 2007, neither the Company nor any of its Subsidiaries has received any notice or other information regarding any actual or alleged violation of, any actual or potential Liability under, or any corrective or remedial obligation under, any Environmental Law and to the Knowledge of the Company, no basis for any such notice exists. Neither the Company nor any of its Subsidiaries has been notified that it is potentially responsible or liable, or received any requests for information or other correspondence concerning any site or facility, under the applicable Environmental Laws. Neither the Company nor any of its Subsidiaries has entered into or received any consent, decree, compliance order, or administrative order pursuant to all applicable Environmental Laws. (ii) Each of the Company and each of its Subsidiaries holds all Environmental Permits necessary to conduct its operations including any such as are required as a result of the transactions contemplated hereby. Schedule 4.22 contains a true, complete and accurate list of all such Environmental Permits and, where applicable, their expiration dates. The Company does not have any reason to believe that any such Environmental Permits (A) will not be renewed, or (B) will be renewed under terms that are reasonably likely to have a Material Adverse Effect. (iii) Neither the Company nor any of its Subsidiaries has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled or released any substance including without limitation any Materials of Environmental Concern, or operated any property or facility (and no such property or facility, including the Leased Real Property, is contaminated by any such substance) in a manner that has given rise to Liability pursuant to any applicable Environmental Laws, including any Liability for response costs, corrective action costs, personal injury, property damage, natural resources damage or attorney fees, or any investigative, corrective or remedial obligations. (b) There are no reports, studies, assessments, audits, and other similar documents in the possession or control of the Company or any of its Subsidiaries or the Sellers that address any issues of actual or potential noncompliance with or actual or potential liability under, any Environmental Laws that may affect the Company or any of its Subsidiaries. Copies of all such reports have been provided or made available to Buyer prior to the signing hereof.; (c) None neither Sunstone nor the Borrower nor any of their respective Subsidiaries have liabilities with respect to Hazardous Materials and, to the best knowledge of the matters set forth Borrower, no facts or circumstances exist in, on Schedule 4.22or under any real property leased or owned by Sunstone, the Borrower or any aggregation thereofof their respective Subsidiaries, which could give rise to liabilities with respect to Hazardous Materials which could reasonably be expected to result subject Sunstone, the Borrower or any of their respective Subsidiaries to Environmental Liabilities and Costs of $1,000,000 or more; (i) Sunstone, the Borrower and their Subsidiaries and all real property owned or leased by Sunstone, the Borrower or their Subsidiaries have all Environmental Permits necessary for the operations at such real property and are in material compliance with such Environmental Permits, (ii) there are no Legal Proceedings pending nor, to the best knowledge of the Borrower, threatened to revoke, or alleging the violation of, such Environmental Permits, and (iii) neither Sunstone nor the Borrower nor any of their respective Subsidiaries or, to the best knowledge of the Borrower, the Operators have received any notice from any source to the effect that there is lacking any Environmental Permit required in connection with the current use or operation of any property leased or owned by Sunstone, the Borrower or any of their respective Subsidiaries; (e) neither Sunstone nor the Borrower's nor any of their respective Subsidiaries' current facilities and operations, nor, to the best knowledge of the Borrower, any Operator's, nor any of Sunstone's, the Borrower's or their respective Subsidiaries' past facilities and operations, nor to the best knowledge of the Borrower, any owner of premises leased or operated by Sunstone, the Borrower or their respective Subsidiaries, are subject to any outstanding written Order or Contract, including Environmental Liens, with any Governmental Authority or other Person, or to any federal, state, local, foreign or territorial investigation respecting (i) Environmental Laws, (ii) Remedial Action, (iii) any Environmental Claim, or (iv) the Release or threatened Release of any Hazardous Material; (f) neither Sunstone, nor the Borrower nor any of their respective Subsidiaries or, to the best knowledge of the Borrower, Operators are subject to any pending Legal Proceeding alleging the violation of any Environmental Law with respect to a Hotel nor, to the best knowledge of the Borrower, are any such proceedings threatened; (g) neither Sunstone, nor the Borrower nor any of their respective Subsidiaries nor, to the best knowledge of the Borrower, any Operator's, nor to the best knowledge of the Borrower, any owner of premises leased by Sunstone, the Borrower or any of their respective Subsidiaries, have filed any notice under federal, state or local, territorial or foreign law indicating past or present treatment, storage, or disposal of or reporting a Release of Hazardous Material Adverse Effectinto the environment; (h) none of the operations of Sunstone, the Borrower or any of their respective Subsidiaries or, to the best knowledge of the Borrower, of any Operator's, or, to the best knowledge of the Borrower, of any owner of premises leased by Sunstone, the Borrower or any of their respective Subsidiaries, involve or previously involved the generation, transportation, treatment, storage or disposal of hazardous waste, as defined under 40 C.F.R. Part 261.3 (in effect as of the date of this Agreement) or any state, local, territorial or foreign equivalent; and (i) there is not now, nor to the best knowledge of the Borrower, has there been in the past, on, in or under any real property leased or owned by Sunstone, the Borrower or any of their respective Subsidiaries, to the best knowledge of the Borrower, or any of their predecessors (i) any underground storage tanks or surface tanks, dikes or impoundments (other than for surface water), (ii) any friable asbestos-containing materials, (iii) any polychlorinated biphenyls, or (iv) any radioactive substances other than naturally-occurring radioactive material.

Environmental Protection. (a) Except as set forth on Schedule 4.22: (i) Each The operations of the Company and each of its Subsidiaries has complied (including, without limitation, all operations and conditions at or in the Facilities) comply in all material respects with all applicable Environmental Laws. Each of the ; (ii) Company and each of its Subsidiaries has prepared and filed with the appropriate have obtained all material Governmental Authorities all reports, notificationsAuthorizations under Environmental Laws necessary to their respective operations, and filings required pursuant to any applicable Environmental Laws for the operation of the all such Governmental Authorizations are in good standing, and Company and the operation or occupation each of the Leased Real Property including any its Subsidiaries are in compliance with all material terms and conditions of such as are required as a result of the transactions contemplated hereby. Since January 1, 2007, neither the Governmental Authorizations; (iii) Neither Company nor any of its Subsidiaries has received (a) any notice or other claim to the effect that it is or may be liable to any Person as a result of or in connection with any Hazardous Materials or (b) any letter or request for information regarding any actual under Section 104 of the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. ss. 9604) or alleged violation ofcomparable state laws, any actual or potential Liability underand, to the best knowledge of Company, none of the operations of Company or any corrective of its Subsidiaries is the subject of any federal or remedial obligation under, state investigation relating to or in connection with any Hazardous Materials at any Facility or at any other location; (iv) None of the operations of Company or any of its Subsidiaries is subject to any judicial or administrative proceeding alleging the violation of or liability under any Environmental Law and Laws which could reasonably be expected to have a Material Adverse Effect; (v) To the Knowledge knowledge of the Company, no basis for neither Company nor any such notice exists. of its Subsidiaries nor any of their respective Facilities or operations are subject to any outstanding written order or agreement with any governmental authority or private party relating to (a) any Environmental Laws or (b) any Environmental Claims that could reasonably be expected to have a Material Adverse Effect; (vi) Neither the Company nor any of its Subsidiaries has been notified any material contingent liability in connection with any Release of any Hazardous Materials by Company or any of its Subsidiaries; (vii) Neither Company nor any of its Subsidiaries nor, to the knowledge of Company, any predecessor of Company or any of its Subsidiaries has filed any notice under any Environmental Law indicating past or present treatment or Release of Hazardous Materials at any Facility, and none of Company's or any of its Subsidiaries' operations involves the generation, transportation, treatment, storage or disposal of hazardous waste, as defined under 40 C.F.R. Parts 260-270 or any state equivalent; (viii) To the knowledge of Company, no Hazardous Materials exist on or under any Facility in a manner that it is potentially responsible or liablehas a reasonable possibility of giving rise to an Environmental Claim having a Material Adverse Effect, or received any requests for information or other correspondence concerning any site or facility, under the applicable Environmental Laws. Neither the and neither Company nor any of its Subsidiaries has entered into filed any notice or received report of a Release of any consent, decree, compliance order, or administrative order pursuant Hazardous Materials that has a reasonable possibility of giving rise to all applicable an Environmental Laws. (ii) Each of the Company and each of its Subsidiaries holds all Environmental Permits necessary to conduct its operations including any such as are required as a result of the transactions contemplated hereby. Schedule 4.22 contains a true, complete and accurate list of all such Environmental Permits and, where applicable, their expiration dates. The Company does not have any reason to believe that any such Environmental Permits (A) will not be renewed, or (B) will be renewed under terms that are reasonably likely to have Claim having a Material Adverse Effect.; (iiiix) Neither the Company nor any of its Subsidiaries nor, to the knowledge of Company, any of their respective predecessors has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled or released of any substance including without limitation any Hazardous Materials of Environmental Concern, or operated any property or facility (and no such property or facility, including the Leased Real Property, is contaminated by any such substance) in a manner that has given a reasonable possibility of giving rise to Liability pursuant to any applicable an Environmental Laws, including any Liability for response costs, corrective action costs, personal injury, property damage, natural resources damage or attorney fees, or any investigative, corrective or remedial obligations. (b) There are no reports, studies, assessments, audits, and other similar documents in the possession or control of the Company or any of its Subsidiaries or the Sellers that address any issues of actual or potential noncompliance with or actual or potential liability under, any Environmental Laws that may affect the Company or any of its Subsidiaries. Copies of all such reports have been provided or made available to Buyer prior to the signing hereof. (c) None of the matters set forth on Schedule 4.22, or any aggregation thereof, could reasonably be expected to result in Claim having a Material Adverse Effect; (x) To the knowledge of Company, no underground storage tanks or surface impoundments are on or at any Facility; and (xi) To the knowledge of Company, no Lien in favor of any Person relating to or in connection with any Environmental Claim has been filed or has been attached to any Facility.

Environmental Protection. (a) Except as set forth disclosed on Schedule 4.22:SCHEDULE 5.13, (i) Each of the Company and each (x) neither Borrower nor any of its Subsidiaries has complied in all material respects or operations are subject to any outstanding written order, consent decree or settlement agreement with all applicable any Person relating to any Environmental Laws. Each Law, any Environmental Claim, or any Hazardous Materials Activity and (y) none of the Company and each Borrower's or its Subsidiaries' respective Facilities are subject to any outstanding written order, consent decree or settlement agreement with any Person relating to any Environmental Law, any Environmental Claim, or any Hazardous Materials Activity arising from Borrower's or any of its Subsidiaries has prepared and filed with the appropriate Governmental Authorities all reports, notifications, and filings required pursuant to any applicable Environmental Laws for the operation of the Company and the operation Subsidiaries' activities or occupation of the Leased Real Property including any such as are required as a result of the transactions contemplated hereby. Since January 1, 2007, operations; (ii) neither the Company Borrower nor any of its Subsidiaries has received any notice letter or other request for information regarding any actual or alleged violation ofunder Section 104 of the Comprehensive Environmental Response, any actual or potential Compensation, and Liability under, Act (42 U.S.C.ss. 9604) or any corrective or remedial obligation under, any Environmental Law and to the Knowledge of the Company, no basis for any such notice exists. Neither the Company nor any of its Subsidiaries has been notified that it is potentially responsible or liable, or received any requests for information or other correspondence concerning any site or facility, under the applicable Environmental Laws. Neither the Company nor any of its Subsidiaries has entered into or received any consent, decree, compliance order, or administrative order pursuant to all applicable Environmental Laws. (ii) Each of the Company and each of its Subsidiaries holds all Environmental Permits necessary to conduct its operations including any such as are required as a result of the transactions contemplated hereby. Schedule 4.22 contains a true, complete and accurate list of all such Environmental Permits and, where applicable, their expiration dates. The Company does not have any reason to believe that any such Environmental Permits (A) will not be renewed, or (B) will be renewed under terms that are reasonably likely to have a Material Adverse Effect.comparable state law; (iii) Neither the Company nor any of its Subsidiaries has treatedxxxxx xre and, storedto Borrower's knowledge, disposed ofhave been no conditions, arranged for or permitted the disposal of, transported, handled or released any substance including without limitation any Materials of Environmental Concernoccurrences, or operated any property or facility (and no such property or facility, including Hazardous Materials Activities that could reasonably be expected to form the Leased Real Property, is contaminated by any such substance) in a manner that has given rise to Liability pursuant to any applicable basis of an Environmental Laws, including any Liability for response costs, corrective action costs, personal injury, property damage, natural resources damage or attorney fees, or any investigative, corrective or remedial obligations. (b) There are no reports, studies, assessments, audits, and other similar documents in the possession or control of the Company or any of its Subsidiaries or the Sellers that address any issues of actual or potential noncompliance with or actual or potential liability under, any Environmental Laws that may affect the Company Claim against Borrower or any of its Subsidiaries. Copies ; (iv) Borrower has maintained an environmental health and safety management system for its and each of all such reports have been provided or made available its Subsidiaries' operations that demonstrates a commitment to Buyer prior environmental compliance and includes procedures for (a) preparing and updating written compliance manuals covering pertinent regulatory areas, (b) tracking changes in applicable Environmental Laws and modifying operations to the signing hereof. comply with new requirements thereunder, (c) None training employees to comply with applicable environmental requirements and updating such training as necessary, (d) performing regular internal compliance audits of each Facility and ensuring correction of any incidents of non-compliance detected by means of such audits, and (e) reviewing the matters set forth on Schedule 4.22compliance status of off-site waste disposal facilities; (v) Compliance with all current or reasonably foreseeable future requirements pursuant to or under Environmental Laws would not, individually or any aggregation thereofin the aggregate, could be reasonably be expected to result in a Material Adverse Effect. Nothing in this subsection 5.13 to the contrary, no event or condition has occurred or is occurring with respect to Borrower or any of its Subsidiaries relating to any Environmental Law, any Release of Hazardous Materials, or any Hazardous Materials Activity, which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect; (vi) To Borrower's and each of its Subsidiary's knowledge, all Real Property Assets and all operations of Borrower and its Subsidiaries are in compliance, and have in the last five years been compliance, with Environmental Laws, except where such failure to comply could not reasonably be expected to have a Material Adverse Effect; and (vii) No judicial proceeding or action by any Governmental Authority is pending, or to the knowledge of Borrower and each of its Subsidiaries, threatened, under any Environmental Law to which Borrower or any of its Subsidiaries is or will be named as a party.

Environmental Protection. (a) Except as set forth on Schedule 4.22: (i) Each of the Company Acquired Companies is, and each of its Subsidiaries at all times has complied been, in compliance in all material respects with all applicable Environmental Laws. Each of the Company and each of its Subsidiaries has prepared and filed with the appropriate Governmental Authorities all reports, notifications, and filings required pursuant to any applicable Environmental Laws for the operation of the Company and the operation or occupation of the Leased Real Property including any such as are required as a result of the transactions contemplated hereby. Since January 1, 2007, neither the Company nor any of its Subsidiaries has received any notice or other information regarding any actual or alleged violation of, any actual or potential Liability under, or any corrective or remedial obligation under, any Environmental Law and to the Knowledge of the Company, no basis for any such notice exists. Neither the Company nor any of its Subsidiaries has been notified that it is potentially responsible or liable, or received any requests for information or other correspondence concerning any site or facility, under the applicable Environmental Laws. Neither the Company nor any of its Subsidiaries has entered into or received any consent, decree, compliance order, or administrative order pursuant to all applicable Environmental Laws. (ii) Each of the Company and each of its Subsidiaries holds all Environmental Permits necessary to conduct its operations including any such as are required as a result of the transactions contemplated hereby. Schedule 4.22 contains a true, complete and accurate list of all such Environmental Permits and, where applicable, their expiration dates. The Company does not have any reason to believe that any such Environmental Permits (A) will not be renewed, or (B) will be renewed under terms that are reasonably likely to have a Material Adverse Effect. (iii) Neither the Company nor any of its Subsidiaries has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled or released any substance including without limitation any Materials of Environmental Concern, or operated any property or facility (and no such property or facility, including the Leased Real Property, is contaminated by any such substance) in a manner that has given rise to Liability pursuant to any applicable Environmental Laws, including any Liability for response costs, corrective action costs, personal injury, property damage, natural resources damage or attorney fees, or any investigative, corrective or remedial obligations. (b) There are no reportsexisting or threatened Environmental Claims against the Acquired Companies, studiesnor have the Acquired Companies received any notification of any allegation of any actual, assessmentsor potential responsibility for, audits, and other similar documents in the possession or control of the Company or any of its Subsidiaries inquiry or the Sellers that address any issues of actual or potential noncompliance with or actual or potential liability underinvestigation regarding, any Environmental Laws that may affect disposal, release, or threatened release at any location of any Hazardous Materials generated or transported by the Company or any of its Subsidiaries. Copies of all such reports have been provided or made available to Buyer prior to the signing hereofAcquired Companies. (c) None To the knowledge of the matters set forth Company, (i) no underground tank or other underground storage receptacle for Hazardous Materials is currently located on Schedule 4.22the Real Property and there have been no releases of any Hazardous Materials from any such underground tank or related piping; and (ii) there have been no releases (i.e., any past or present releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, disposing, or dumping) by the Acquired Companies of Hazardous Materials on, upon, or into the Real Property. In addition, there have been no such releases by the Acquired Companies' corporate predecessors and no releases on, upon, or into any aggregation thereofReal Property in the vicinity of any of the Real Property which, could reasonably through soil or ground water contamination, has come to be expected located on any of the Real Property. (d) There are no consent decrees, consent orders, judgments, judicial or administrative orders, agreements with, or liens by, any Governmental Authority or quasi-governmental entity relating to result any Environmental Law which regulate, obligate, or bind the Acquired Companies. (e) There are no written environmental reports, audits and assessments on any of the Real Property which have been conducted, by the Acquired Companies or any Person engaged by the Acquired Companies for such purpose, at any facility owned or formerly owned by the Acquired Companies. True, complete and correct copies of such reports have been delivered to Purchaser. (f) Neither the Acquired Companies nor any of the Sellers have released any other Person from any claim under any Environmental Law or waived any rights concerning any Environmental Condition. (g) Each of the Acquired Companies has given all material notices and warnings, made all material reports, and has kept and maintained all material records required by, and in a Material Adverse Effectcompliance in all material respects with, all Environmental Laws.

Environmental Protection. (a) Except as set forth on Schedule 4.22: in Section 3.20 of the DISCLOSURE SCHEDULE, (i) Each of the Company and each of its Subsidiaries FTFC, FSB and the FTFC PROPERTY (hereinafter defined) is, and has complied been at all times, in all material respects compliance with all applicable Environmental Laws. Each ENVIRONMENTAL LAWS (hereinafter defined); (ii) no investigations, inquiries, orders, hearings, actions or other proceedings by or before any court or governmental agency have been issued, are pending or, to the knowledge of the Company and each of its Subsidiaries has prepared and filed FTFC or FSB, threatened against either FTFC or FSB or in connection with the appropriate Governmental Authorities all reportsFTFC PROPERTY; (iii) no claims have been made or, notificationsto the knowledge of FTFC or FSB, and filings required pursuant threatened at any time against either FTFC or FSB or in connection with the FTFC PROPERTY relating to any applicable Environmental Laws for the operation of the Company and the operation or occupation of the Leased Real Property including any such as are required as a result of the transactions contemplated hereby. Since January 1, 2007, neither the Company nor any of its Subsidiaries has received any notice or other information regarding any actual or alleged violation ofof any ENVIRONMENTAL LAW or relating to damage, contribution, cost recovery, compensation, loss or injury resulting from any actual HAZARDOUS SUBSTANCE (hereinafter defined) and no past or potential Liability underpresent actions, activities, conditions, events or any corrective incidents, including, without limitation, the release, emission, discharge or remedial obligation under, any Environmental Law and to the Knowledge of the Company, no basis for any such notice exists. Neither the Company nor any of its Subsidiaries has been notified that it is potentially responsible or liable, or received any requests for information or other correspondence concerning any site or facility, under the applicable Environmental Laws. Neither the Company nor any of its Subsidiaries has entered into or received any consent, decree, compliance order, or administrative order pursuant to all applicable Environmental Laws. (ii) Each of the Company and each of its Subsidiaries holds all Environmental Permits necessary to conduct its operations including any such as are required as a result of the transactions contemplated hereby. Schedule 4.22 contains a true, complete and accurate list of all such Environmental Permits and, where applicable, their expiration dates. The Company does not have any reason to believe that any such Environmental Permits (A) will not be renewed, or (B) will be renewed under terms that are reasonably likely to have a Material Adverse Effect. (iii) Neither the Company nor any of its Subsidiaries has treated, stored, disposed of, arranged for or permitted the disposal of, transportedor exposure to, handled any HAZARDOUS SUBSTANCE have occurred that could reasonably form the basis of any such claims against either FTFC or released FSB or in connection with the FTFC PROPERTY; (iv) no HAZARDOUS SUBSTANCES have been integrated into any substance including without limitation FTFC PROPERTY or any Materials component thereof in violation of Environmental ConcernENVIRONMENTAL LAWS, or operated which will in the future require remediation during renovation or demolition, or in such quantities and manner as may or do pose a threat to human health; (v) no portion of any property FTFC PROPERTY is located within 2000 feet of (I) a release of HAZARDOUS SUBSTANCES which has been reported or facility is required to be reported under any ENVIRONMENTAL LAW or (and no such property II) the location of any site used, in the past or facilitypresently, including for the Leased Real Propertydisposal of any HAZARDOUS SUBSTANCES; (vi) the FTFC PROPERTY has not been used for the storage, is disposal or treatment of HAZARDOUS SUBSTANCES, has not been contaminated by HAZARDOUS SUBSTANCES, nor has been used for the storage or use of any such substanceunderground or aboveground storage tanks; and (vii) material permits, registrations and other authorizations necessary for either FTFC or FSB or the FTFC PROPERTY to operate in a manner that has given rise to Liability pursuant to any applicable Environmental Laws, including any Liability for response costs, corrective action costs, personal injury, property damage, natural resources damage or attorney fees, or any investigative, corrective or remedial obligationsmaterial compliance with all ENVIRONMENTAL LAWS are currently in force and are identified in Section 3.20 of the DISCLOSURE SCHEDULE. (b) There are no reportsSection 3.20 of the DISCLOSURE SCHEDULE sets forth an accurate and complete list of all outstanding loans of either FTFC or FSB as to which the borrower has submitted to either FTFC or FSB, studiesthe borrower or another person is required to submit, or which either FTFC or FSB otherwise has in its possession, any environmental audits, site assessments, auditsanalyses, and other similar documents in the possession studies or control surveys of the Company or environmental conditions on any of its Subsidiaries or the Sellers that address any issues of actual or potential noncompliance with or actual or potential liability under, any Environmental Laws that may affect the Company or any of its Subsidiariesmatter. Copies of all such reports have been provided or FTFC has made available to Buyer prior to the signing hereofBKFC all such documents. (c) None of the matters set forth on Schedule 4.22, or any aggregation thereof, could reasonably be expected to result As used in a Material Adverse Effect.Sections 3.20 and 4.17:

Environmental Protection. (a) Except as set forth on in Schedule 4.22:5.13 annexed hereto: ------------- (i) Each of the Company and each neither Holdings nor any of its Subsidiaries has complied in all material respects nor any of their respective Facilities or operations are subject to any outstanding written order, consent decree, settlement agreement, indemnity agreement or similar agreement allocating responsibility or liability to Company, with all applicable any Person relating to (a) any Environmental Laws. Each Law, (b) any Environmental Claim, or (c) any Hazardous Materials Activity, except any of the Company and each of its Subsidiaries has prepared and filed with the appropriate Governmental Authorities all reports, notifications, and filings required pursuant foregoing which would not reasonably be expected to any applicable Environmental Laws for the operation of the Company and the operation or occupation of the Leased Real Property including any such as are required as have a result of the transactions contemplated hereby. Since January 1, 2007, Material Adverse Effect; (ii) neither the Company Holdings nor any of its Subsidiaries has received any notice letter or other request for information regarding any actual or alleged violation of, any actual or potential Liability under, under Section 104 of CERCLA (42 U.S.C. (S) 9604) or any corrective or remedial obligation undercomparable state law, any Environmental Law and to the Knowledge of the Company, no basis for any such notice exists. Neither the Company nor has Holdings nor any of its Subsidiaries has been notified that it is or may be a potentially responsible or liableparty for remediation of any site under such laws; (iii) there are and, to Company's knowledge, have been no conditions, occurrences, or received Hazardous Materials Activities which would reasonably be expected to form the basis of an Environmental Claim against Holdings or any requests for information or other correspondence concerning any site or facilityof its Subsidiaries, under the applicable which Environmental Laws. Neither the Company Claim, if adversely determined, would reasonably be expected to have a Material Adverse Effect; (iv) neither Holdings nor any of its Subsidiaries has entered into nor, to Company's knowledge, any predecessor of Company or received any consent, decree, compliance order, or administrative order pursuant to all applicable Environmental Laws. (ii) Each of the Company and each of its Subsidiaries holds has filed any notice under any Environmental Law indicating past or present treatment of Hazardous Materials at any Facility, and none of Holdings' or any of its Subsidiaries' operations involves the transportation, treatment, storage or disposal of hazardous waste, as defined under 40 C.F.R. Parts 260-270 or any state equivalent which would reasonably be expected to have a Material Adverse Effect; (v) to the knowledge of Holdings and Subsidiaries, no off-site waste disposal facility used by Holdings or any of its Subsidiaries, or by any predecessor of Company or any of its Subsidiaries, has been the subject of an investigation into its compliance with Environmental Laws, or the subject of a claim that it is non-compliant with Environmental Laws, or that remediation is required at such off-site waste disposal facility which would reasonably be expected to have a Material Adverse Effect; (vi) compliance with all current or reasonably foreseeable future requirements pursuant to or under Environmental Permits necessary Laws would not, individually or in the aggregate, reasonably be expected to conduct have a Material Adverse Effect. Notwithstanding anything in this subsection 5.13 to the contrary, no event or condition has occurred or is occurring with respect to Holdings or any of its operations Subsidiaries relating to any Environmental Law, any Release of Hazardous Materials, or any Hazardous Materials Activity, including any such as are required as a result of matter disclosed on Schedule 5.13 annexed hereto, which individually or in the transactions contemplated hereby. Schedule 4.22 contains a true, complete and accurate list of all such Environmental Permits and, where applicable, their expiration dates. The Company does not have any reason to believe that any such Environmental Permits (A) will not aggregate has had ------------- or would reasonably be renewed, or (B) will be renewed under terms that are reasonably likely expected to have a Material Adverse Effect. (iii) Neither the Company nor any of its Subsidiaries has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled or released any substance including without limitation any Materials of Environmental Concern, or operated any property or facility (and no such property or facility, including the Leased Real Property, is contaminated by any such substance) in a manner that has given rise to Liability pursuant to any applicable Environmental Laws, including any Liability for response costs, corrective action costs, personal injury, property damage, natural resources damage or attorney fees, or any investigative, corrective or remedial obligations. (b) There are no reports, studies, assessments, audits, and other similar documents in the possession or control of the Company or any of its Subsidiaries or the Sellers that address any issues of actual or potential noncompliance with or actual or potential liability under, any Environmental Laws that may affect the Company or any of its Subsidiaries. Copies of all such reports have been provided or made available to Buyer prior to the signing hereof. (c) None of the matters set forth on Schedule 4.22, or any aggregation thereof, could reasonably be expected to result in a Material Adverse Effect.

Environmental Protection. (a) Except as set forth on Schedule 4.22: (i) Each of the The Company and each of its Subsidiaries has complied is in all material respects compliance with all applicable Environmental Laws. Each of the Company Laws and each of its Subsidiaries has prepared and filed with the appropriate Governmental Authorities all reports, notifications, and filings required pursuant to any applicable Environmental Laws for the operation of the Company and the operation or occupation of the Leased Real Property including any such as are required as a result of the transactions contemplated hereby. Since January 1, 2007, neither the Company it nor any of its Subsidiaries has received any notice communication from any person or other information regarding any actual Governmental Entity that alleges that it or alleged violation of, any actual or potential Liability under, or any corrective or remedial obligation under, any Environmental Law and to the Knowledge of the Company, no basis for any such notice exists. Neither the Company nor any of its Subsidiaries has been notified that it is potentially responsible or liable, or received any requests for information or other correspondence concerning any site or facility, under the not in compliance with applicable Environmental Laws. Neither , except where any failure or alleged failure to be in such compliance would not reasonably be expected, individually or in the Company nor any of its Subsidiaries has entered into or received any consentaggregate, decree, compliance order, or administrative order pursuant to all applicable Environmental Lawshave a Material Adverse Effect on the Company. (ii) Each of the The Company and each of its Subsidiaries holds has obtained or has applied for all Environmental Permits environmental, health and safety permits and governmental authorizations (collectively, the "ENVIRONMENTAL PERMITS") necessary for the construction of their facilities or the conduct of their operations except where the failure to conduct its operations including any such as are required as a result of so obtain would not reasonably be expected, individually or in the transactions contemplated hereby. Schedule 4.22 contains a trueaggregate, complete and accurate list of all such Environmental Permits and, where applicable, their expiration dates. The Company does not have any reason to believe that any such Environmental Permits (A) will not be renewed, or (B) will be renewed under terms that are reasonably likely to have a Material Adverse EffectEffect on the Company, and all such Environmental Permits are in good standing or, where applicable, a renewal application has been timely filed and is pending agency approval, and it and its Subsidiaries are in compliance with all terms and conditions of the Environmental Permits except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on the Company. (iii) Neither There is no Environmental Claim (as defined below) pending or, to the knowledge of the Company's executive officers, threatened (A) against the Company nor or any of its Subsidiaries has treatedSubsidiaries, stored, disposed of, arranged (B) against any person or entity whose liability for or permitted the disposal of, transported, handled or released any substance including without limitation any Materials of such Environmental Concern, or operated any property or facility (and no such property or facility, including the Leased Real Property, is contaminated by any such substance) in a manner that has given rise to Liability pursuant to any applicable Environmental Laws, including any Liability for response costs, corrective action costs, personal injury, property damage, natural resources damage or attorney fees, or any investigative, corrective or remedial obligations. (b) There are no reports, studies, assessments, audits, and other similar documents in the possession or control of Claim the Company or any of its Subsidiaries has retained or assumed either contractually or by operation of law, or (C) against any real or personal property or operations which the Sellers Company or any of its Subsidiaries owns, leases, manages or operates in whole or in part, which, in any such case described in this Section 3.1(o)(iii), would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on the Company. (iv) Except as set forth in the environmental audits, reports, surveys and assessments made available pursuant to clause (vi) below, the Company has no knowledge of any Releases of any Hazardous Materials (as defined below) that address any issues of actual or potential noncompliance with or actual or potential liability under, would be reasonably likely to result in any Environmental Laws that may affect Claim against the Company or any of its Subsidiaries. Copies , or against any person or entity whose liability for such Environmental Claim the Company or any of all such reports its Subsidiaries has retained or assumed either contractually or by operation of law or which would result in the Company incurring liability under any Environmental Law, except for any Environmental Claim or liability which would not reasonably be expected, individually or in the aggregate, to have been provided or made available to Buyer prior to a Material Adverse Effect on the signing hereofCompany. (cv) None The Company has no knowledge, with respect to any predecessor of the matters set forth on Schedule 4.22, it or any aggregation thereofof its Subsidiaries or any real property formerly owned, leased or operated by it or any of its Subsidiaries, of any pending or threatened Environmental Claim which could reasonably be expected to result in have a Material Adverse EffectEffect on the Company, or of any Release of Hazardous Materials that would be reasonably likely to result in any Environmental Claim which would reasonably be expected to have a Material Adverse Effect on the Company. (vi) The Company has made available to Parent true and complete copies of all material environmental audits, surveys, reports and assessments relating to real property owned, leased or operated by the Company or any of its Subsidiaries. (vii) As used in this Agreement:

Environmental Protection. (a) Except as set forth on Schedule 4.22in SCHEDULE 5.13 annexed hereto: (i) Each of the neither Company and each nor any of its Subsidiaries has complied in all material respects with all applicable Environmental Laws. Each nor any of the Company and each of its Subsidiaries has prepared and filed with the appropriate Governmental Authorities all reports, notifications, and filings required pursuant their respective Facilities or operations are subject to any applicable outstanding written order, consent decree or settlement agreement with any Person relating to (a) any Environmental Laws for Law, (b) any Environmental Claim, or (c) any Hazardous Materials Activity that, individually or in the operation of the Company and the operation or occupation of the Leased Real Property including any such as are required as aggregate, could reasonably be expected to have a result of the transactions contemplated hereby. Since January 1, 2007, Material Adverse Effect; (ii) neither the Company nor any of its Subsidiaries has received any notice letter or other request for information regarding under Section 104 of the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. Section 9604) or any actual or alleged violation ofcomparable state law; (iii) there are and, any actual or potential Liability underto Company's knowledge, have been no conditions, occurrences, or Hazardous Materials Activities which could reasonably be expected to form the basis of an Environmental Claim against Company or any corrective of its Subsidiaries that, individually or remedial obligation underin the aggregate, any Environmental Law and could reasonably be expected to the Knowledge of the Company, no basis for any such notice exists. Neither the have a Material Adverse Effect; (iv) neither Company nor any of its Subsidiaries has been notified that it is potentially responsible nor, to Company's knowledge, any predecessor of Company or liable, or received any requests for information or other correspondence concerning any site or facility, under the applicable Environmental Laws. Neither the Company nor any of its Subsidiaries has entered into filed any notice under any Environmental Law indicating past or received present treatment of Hazardous Materials at any consentFacility, decreeand none of Company or any of its Subsidiaries' operations 84 involves the generation, transportation, treatment, storage or disposal of hazardous waste, as defined under 40 C.F.R. Parts 260-270 or any state equivalent which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect; and (v) compliance orderwith all current requirements pursuant to or under Environmental Laws will not, individually or in the aggregate, have a reasonable possibility of giving rise to a Material Adverse Effect. Notwithstanding anything in this subsection 5.13 to the contrary, no event or condition is occurring, or administrative order pursuant to all applicable Environmental Laws. (ii) Each of the Company's knowledge has occurred, with respect to Company and each or any of its Subsidiaries holds all relating to any Environmental Permits necessary to conduct its operations Law, any Release of Hazardous Materials, or any Hazardous Materials Activity, including any such as are required as a result of matter disclosed on SCHEDULE 5.13 annexed hereto, which individually or in the transactions contemplated hereby. Schedule 4.22 contains a true, complete and accurate list of all such Environmental Permits and, where applicable, their expiration dates. The Company does not have any reason to believe that any such Environmental Permits (A) will not aggregate could reasonably be renewed, or (B) will be renewed under terms that are reasonably likely expected to have a Material Adverse Effect. (iii) Neither the Company nor any of its Subsidiaries has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled or released any substance including without limitation any Materials of Environmental Concern, or operated any property or facility (and no such property or facility, including the Leased Real Property, is contaminated by any such substance) in a manner that has given rise to Liability pursuant to any applicable Environmental Laws, including any Liability for response costs, corrective action costs, personal injury, property damage, natural resources damage or attorney fees, or any investigative, corrective or remedial obligations. (b) There are no reports, studies, assessments, audits, and other similar documents in the possession or control of the Company or any of its Subsidiaries or the Sellers that address any issues of actual or potential noncompliance with or actual or potential liability under, any Environmental Laws that may affect the Company or any of its Subsidiaries. Copies of all such reports have been provided or made available to Buyer prior to the signing hereof. (c) None of the matters set forth on Schedule 4.22, or any aggregation thereof, could reasonably be expected to result in a Material Adverse Effect.

Environmental Protection. (a) Except as set forth on Schedule 4.22: (i) Each To the best of Borrower's knowledge, the operations of the Company Borrower and each of its Subsidiaries has complied comply in all material respects with all applicable Environmental Laws. Each ; and to the best of Borrower's knowledge and except as set forth on Schedule 4.25 (i) the Company Borrower and each of its Subsidiaries has prepared have obtained all material environmental, health and filed with the appropriate Governmental Authorities all reports, notificationssafety Permits necessary for their respective operations, and filings required pursuant all such Permits are in good standing, and the Borrower and each of its Subsidiaries are in compliance with all material terms and conditions of such Permits; (ii) none of the operations of the Borrower or any of its Subsidiaries is subject to any applicable judicial or administrative proceeding alleging the violation of any Environmental Laws for which if adversely determined could reasonably be expected to have a Material Adverse Effect; (iii) the operation Borrower and each of its Subsidiaries and all of their present Facilities or operations, as well as their past Facilities or operations, are not subject to any outstanding written order or agreement with any governmental authority or private party respecting (A) any Environmental Laws, (B) any Remedial Action, or (C) any Environmental Claims; (iv) none of the Company and the operation or occupation operations of the Leased Real Property including Borrower or any such as are required as of its Subsidiaries is the subject of any Federal or state investigation evaluating whether any Remedial Action is needed to respond to a result Release of any Contaminant into the environment; (v) neither the Borrower nor any of its Subsidiaries or any predecessor of the transactions contemplated hereby. Since January 1Borrower or any Subsidiary has filed any notice under any Federal or state law indicating past or present treatment, 2007storage, or disposal of a hazardous waste or reporting a spill or Release of a Contaminant into the environment; (vi) neither the Company Borrower nor any of its Subsidiaries has received any notice or other information regarding contingent liability in connection with any actual or alleged violation of, any actual or potential Liability under, Release by Borrower or any corrective or remedial obligation under, of its Subsidiaries of any Environmental Law and to Contaminant into the Knowledge environment; (vii) none of the CompanyBorrower's or any of its Subsidiary's operations involve the generation, no basis for transportation, treatment or disposal of hazardous waste, as defined under 40 C.F.R. Parts 260-270 or any such notice exists. Neither state equivalent; (viii) neither the Company Borrower nor any of its Subsidiaries has been notified that disposed of any Contaminant by placing it is potentially responsible in or liableon the ground or waters of any premises owned, leased or used by the Borrower or such Subsidiary and neither has any lessee, prior owner, or received any requests for information other Person; (ix) no underground storage tanks or other correspondence concerning any site surface impoundments are on the Borrower's Facilities or facility, under the applicable Environmental Laws. Neither the Company nor Facilities of any of its Subsidiaries has entered into or received Subsidiaries; and (x) no Lien in favor of any consent, decree, compliance order, or administrative order pursuant to all applicable Environmental Laws. (ii) Each of the Company and each of its Subsidiaries holds all Environmental Permits necessary to conduct its operations including any such as are required as a result of the transactions contemplated hereby. Schedule 4.22 contains a true, complete and accurate list of all such Environmental Permits and, where applicable, their expiration dates. The Company does not have any reason to believe that any such Environmental Permits governmental authority for (A) will not be renewedany liability under Environmental Laws, or (B) will be renewed under terms that are reasonably likely damages arising from or costs incurred by such governmental authority in response to have a Material Adverse Effect. (iii) Neither Release of a Contaminant into the Company nor environment has been filed or attached to the Borrower's Facilities or the Facilities of any of its Subsidiaries has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled or released any substance including without limitation any Materials of Environmental Concern, or operated any property or facility (and no such property or facility, including the Leased Real Property, is contaminated by any such substance) in a manner that has given rise to Liability pursuant to any applicable Environmental Laws, including any Liability for response costs, corrective action costs, personal injury, property damage, natural resources damage or attorney fees, or any investigative, corrective or remedial obligations. (b) There are no reports, studies, assessments, audits, and other similar documents in the possession or control Subsidiary of the Company or any of its Subsidiaries or the Sellers that address any issues of actual or potential noncompliance with or actual or potential liability under, any Environmental Laws that may affect the Company or any of its Subsidiaries. Copies of all such reports have been provided or made available to Buyer prior to the signing hereofBorrower. (c) None of the matters set forth on Schedule 4.22, or any aggregation thereof, could reasonably be expected to result in a Material Adverse Effect.

Environmental Protection. (a) Except The Mortgagor represents and covenants that, except as set forth disclosed by the Mortgagor to the Mortgagee in writing on Schedule 4.22: or prior to the date of this act, (i) Each the Mortgagor has not caused or suffered to occur and the Mortgagor will not hereafter cause or suffer to occur, a discharge, spillage, uncontrolled loss, seepage or filtration of oil or petroleum or chemical liquids or solids, liquid or gaseous products or hazardous waste (a "spill"), or release of a hazardous substance at, upon, under or within the Mortgaged Property or any contiguous real estate; (ii) neither the Mortgagor nor any other party has been, is or will be involved in operations at or near the Mortgaged Property which could lead to the imposition on the Mortgagor or any other owner of the Company Mortgaged Property of liability or the creation of a lien on the Mortgaged Property, under any applicable federal, state or local statute, rule or regulation (collectively, the "Law") or under any similar applicable laws or regulations; and each of its Subsidiaries (iii) the Mortgagor has complied in all material respects with all applicable Environmental Laws. Each not permitted and will not permit any tenant or occupant of the Company and each Mortgaged Property to engage in any activity that could lead to the imposition of its Subsidiaries has prepared and filed with liability on such tenant or occupant, the appropriate Governmental Authorities all reports, notifications, and filings required pursuant to Mortgagor or any applicable Environmental Laws for the operation other owner of any of the Company and the operation or occupation of the Leased Real Property including any such as are required as a result of the transactions contemplated hereby. Since January 1, 2007, neither the Company nor any of its Subsidiaries has received any notice or other information regarding any actual or alleged violation of, any actual or potential Liability underMortgaged Property, or any corrective or remedial obligation under, any Environmental Law and to the Knowledge creation of a lien on the Company, no basis for any such notice exists. Neither the Company nor any of its Subsidiaries has been notified that it is potentially responsible or liable, or received any requests for information or other correspondence concerning any site or facilityMortgaged Property, under the applicable Environmental Laws. Neither the Company nor any of its Subsidiaries has entered into or received any consent, decree, compliance order, or administrative order pursuant to all applicable Environmental Laws. (ii) Each of the Company and each of its Subsidiaries holds all Environmental Permits necessary to conduct its operations including any such as are required as a result of the transactions contemplated hereby. Schedule 4.22 contains a true, complete and accurate list of all such Environmental Permits and, where applicable, their expiration dates. The Company does not have any reason to believe that any such Environmental Permits (A) will not be renewed, or (B) will be renewed under terms that are reasonably likely to have a Material Adverse Effect. (iii) Neither the Company nor any of its Subsidiaries has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled or released any substance including without limitation any Materials of Environmental Concern, or operated any property or facility (and no such property or facility, including the Leased Real Property, is contaminated by any such substance) in a manner that has given rise to Liability pursuant to any applicable Environmental Laws, including any Liability for response costs, corrective action costs, personal injury, property damage, natural resources damage or attorney fees, Law or any investigative, corrective similar applicable laws or remedial obligationsregulations. (b) There are no reports, studies, assessments, auditsThe Mortgagor shall comply strictly and in all respects with the requirements of the Law and related regulations and with all similar applicable laws and regulations and shall notify Mortgagee promptly in the event of any spill or release of a hazardous substance upon the Mortgaged Property, and shall promptly forward to Mortgagee copies of all orders, notices, permits, applications or other similar documents communications and reports in the possession connection with any such spill or control of the Company release or any of its Subsidiaries other matter relating to the Law or the Sellers that address related regulations or any issues of actual similar applicable laws or potential noncompliance with or actual or potential liability underregulations, any Environmental Laws that as they may affect the Company or any of its Subsidiaries. Copies of all such reports have been provided or made available to Buyer prior to the signing hereofMortgaged Property. (c) None The Mortgagor shall indemnify Mortgagee and hold Mortgagee harmless from and against all loss, liability, damage and expense, including attorneys' fees, suffered or incurred by Mortgagee, whether as holder of this Mortgage, as mortgagee in possession or as successor in interest to the Mortgagor as owner of the matters set forth Mortgaged Property by virtue of foreclosure or acceptance of a deed in lieu of foreclosure (I) under or on Schedule 4.22, account of the Law ore related regulations or any aggregation similar applicable laws or regulation, including the assertion of any lien thereunder; (ii) with respect to any spill or release or threatened release of a hazardous substance; and (iii) with respect to any other matter affecting the Mortgaged Property within the jurisdiction of the U.S. Environmental Protection Agency or any similar state or local agency; and (d) In the event of any spill or release or threatened release of a hazardous substance affecting the Mortgaged Property, whether or not the same originates or emanates from the Mortgaged Property or any such contiguous real estate, and/or if the Mortgagor shall fail to comply with any of the requirements of the Law or related regulations or any other environmental law or regulation, Mortgagee may at its election, but without the obligation so to do, give such notices and/or cause such work to be performed at the Mortgaged Property and/or take any and all other actions as Mortgagee shall deem necessary or advisable in order to remedy said spill or release or threatened release of a hazardous substance or cure said failure of compliance and any amounts paid as a result thereof, could reasonably together with interest thereon at the Default Rate from the date of payment by the Mortgagee shall be expected due and payable by the Mortgagor to result in Mortgagee within fifteen (15) business days of demand therefor, and until paid shall be added to and become a Material Adverse Effectpart of the indebtedness and shall have the benefit of the lien hereby created as a part thereof.

Environmental Protection. (a) Except as set forth on Schedule 4.22in SCHEDULE 4.13 annexed hereto: (i) Each the operations of the Company and each of its Subsidiaries has complied (including, without limitation, all operations and conditions at or in the Facilities) comply in all material respects with all applicable Environmental Laws. Each of the ; (ii) Company and each of its Subsidiaries has prepared and filed with the appropriate have obtained all Governmental Authorities all reports, notificationsAuthorizations under Environmental Laws necessary to their respective operations, and filings required pursuant to any applicable Environmental Laws for the operation of the all such Governmental Authorizations are in good standing, and Company and the operation or occupation each of the Leased Real Property including any its Subsidiaries are in compliance with all material terms and conditions of such as are required as a result of the transactions contemplated hereby. Since January 1, 2007, Governmental Authorizations; (iii) neither the Company nor any of its Subsidiaries has received (a) any notice or other information regarding any actual or alleged violation of, any actual or potential Liability under, or any corrective or remedial obligation under, any Environmental Law and claim to the Knowledge effect that it is or may be liable to any Person as a result of or in connection with any Hazardous Materials or (b) any letter or request for information under Section 104 of the CompanyComprehensive Environmental Response, no basis for any such notice exists. Neither the Compensation, and Liability Act (42 U.S.C. Section 9604) or comparable state laws which in either event would reasonably be expected to result in a liability to Company nor or any of its Subsidiaries has been notified that it is potentially responsible in excess of $10,000,000, and, to the best of Company's knowledge, none of the operations of Company or liable, or received any requests for information or other correspondence concerning any site or facility, under the applicable Environmental Laws. Neither the Company nor any of its Subsidiaries has entered into is the subject of any federal or received state investigation relating to or in connection with any consent, decree, compliance order, Hazardous Materials at any Facility or administrative order pursuant at any other location which would reasonably be expected to all applicable Environmental Laws. (ii) Each of the result in a liability to Company and each or any of its Subsidiaries holds all Environmental Permits necessary to conduct its operations including any such as are required as a result in excess of $10,000,000; (iv) none of the transactions contemplated hereby. Schedule 4.22 contains a true, complete and accurate list operations of all such Company or any of its Subsidiaries is subject to any judicial or administrative proceeding alleging the violation of or liability under any Environmental Permits and, where applicable, their expiration dates. The Company does not have any reason to believe that any such Environmental Permits (A) will not be renewed, or (B) will be renewed under terms that are Laws which if adversely determined is reasonably likely to have a Material Adverse Effect.; (iiiv) Neither the neither Company nor any of its Subsidiaries nor any of their respective Facilities or operations are subject to any outstanding written order or agreement with any governmental authority or private party relating to (a) any Environmental Laws or (b) any Environmental Claims, in each case which would reasonably be expected to result in a liability to Company or any of its Subsidiaries in excess of $10,000,000; (vi) neither Company nor any of its Subsidiaries has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled or released any substance including without limitation contractual undertaking which would create a liability in connection with any Release of any Hazardous Materials of Environmental Concern, or operated any property or facility (and no such property or facility, including the Leased Real Property, is contaminated by any such substance) in a manner that has given rise to Liability pursuant to any applicable Environmental Laws, including any Liability for response costs, corrective action costs, personal injury, property damage, natural resources damage or attorney fees, or any investigative, corrective or remedial obligations. (b) There are no reports, studies, assessments, audits, and other similar documents in the possession or control of the Company or any of its Subsidiaries or which would reasonably be expected to have a Material Adverse Effect; (vii) neither Company nor any of its Subsidiaries nor, to the Sellers that address any issues best knowledge of actual or potential noncompliance with or actual or potential liability underCompany, any Environmental Laws that may affect the predecessor of Company or any of its Subsidiaries. Copies Subsidiaries has filed any notice under any Environmental Law indicating past or present treatment or Release of all such reports have been provided or made available to Buyer prior to the signing hereof. (c) None of the matters set forth on Schedule 4.22, or Hazardous Materials at any aggregation thereof, could Facility which would reasonably be expected to result in a liability to Company or any of its Subsidiaries in excess of $10,000,000; (viii) no Hazardous Materials exist on, under or about any Facility in a manner that would reasonably be expected to result in an Environmental Claim having a Material Adverse Effect, and neither Company nor any of its Subsidiaries has filed any notice or report of a Release of any Hazardous Materials that would reasonably be expected to result in an Environmental Claim having a Material Adverse Effect; (ix) neither Company nor any of its Subsidiaries nor, to the best knowledge of Company, any of their respective predecessors has disposed of any Hazardous Materials in a manner that would reasonably be expected to result in an Environmental Claim having a Material Adverse Effect; (x) no underground storage tanks or surface impoundments are on or at any Facility currently owned/or operated by Company or any of its Subsidiaries or, to the best of the knowledge of Company or any of its Subsidiaries, were on or at any facility previously owned and/or operated by any of them during or prior to the period of such ownership or operation, except, in each case, in compliance with Environmental Laws in all material respects; and (xi) no Lien in favor of any Person relating to or in connection with any Environmental Claim has been filed or has been attached to any Facility which would reasonably be expected to have a Material Adverse Effect. Notwithstanding anything in this subsection 4.13 to the contrary, no event or condition has occurred with respect to Company or any of its Subsidiaries relating to any Environmental Laws or Release of Hazardous Materials at any Facility or any other location which, individually, or in the aggregate, has had a Material Adverse Effect.

Environmental Protection. (a) Except as set forth on Schedule 4.22: (i) Each All Facilities and operations of the Company Borrower and each of its Subsidiaries has complied are, and have been to the Borrower's knowledge, in compliance in all material respects with all applicable Environmental Laws. Each of , except for non-compliance which, individually or in the Company and each of its Subsidiaries has prepared and filed with the appropriate Governmental Authorities all reportsaggregate, notifications, and filings required pursuant to any applicable Environmental Laws for the operation of the Company and the operation or occupation of the Leased Real Property including any such as are required as a result of the transactions contemplated hereby. Since January 1, 2007, neither the Company nor any of its Subsidiaries has received any notice or other information regarding any actual or alleged violation of, any actual or potential Liability under, or any corrective or remedial obligation under, any Environmental Law and to the Knowledge of the Company, no basis for any such notice exists. Neither the Company nor any of its Subsidiaries has been notified that it is potentially responsible or liable, or received any requests for information or other correspondence concerning any site or facility, under the applicable Environmental Laws. Neither the Company nor any of its Subsidiaries has entered into or received any consent, decree, compliance order, or administrative order pursuant to all applicable Environmental Laws. (ii) Each of the Company and each of its Subsidiaries holds all Environmental Permits necessary to conduct its operations including any such as are required as a result of the transactions contemplated hereby. Schedule 4.22 contains a true, complete and accurate list of all such Environmental Permits and, where applicable, their expiration dates. The Company does could not have any reason to believe that any such Environmental Permits (A) will not reasonably be renewed, or (B) will be renewed under terms that are reasonably likely expected to have a Material Adverse Effect. (iii) Neither the Company nor any of its Subsidiaries has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled or released any substance including without limitation any Materials of Environmental Concern, or operated any property or facility (and no such property or facility, including the Leased Real Property, is contaminated by any such substance) in a manner that has given rise to Liability pursuant to any applicable Environmental Laws, including any Liability for response costs, corrective action costs, personal injury, property damage, natural resources damage or attorney fees, or any investigative, corrective or remedial obligations. (b) There are no reports, studies, assessments, auditsis no, and other similar documents in has been no, condition, occurrence, or Hazardous Materials Activity arising (i) at any Facilities or, to the possession or control knowledge of the Company Borrower, at any other location or (ii) in connection with the operations of the Borrower or its Subsidiaries (including the transportation of Hazardous Materials in accordance with applicable regulations), which condition, occurrence or Hazardous Materials Activity could reasonably be expected to form the basis of an Environmental Claim against the Borrower or any of its Subsidiaries and which, individually or in the Sellers that address any issues of actual or potential noncompliance with or actual or potential liability under, any Environmental Laws that may affect the Company or any of its Subsidiaries. Copies of all such reports have been provided or made available to Buyer prior to the signing hereof. (c) None of the matters set forth on Schedule 4.22, or any aggregation thereofaggregate, could reasonably be expected to result in have a Material Adverse Effect. (c) There are no pending or, to the Borrower's knowledge, threatened Environmental Claims against the Borrower or its Subsidiaries, and neither the Borrower nor its Subsidiaries have received any written notices, inquiries, or requests for information with respect to any Environmental Claims which if adversely determined could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) Except as disclosed to the Agent, the Board, the Supplemental Guarantor and the Lenders in writing on or prior to the Closing Date, neither the Borrower nor any of its Subsidiaries is currently operating or required to be operating under any compliance order, schedule, decree or agreement, any consent decree, order or agreement, and/or any corrective action decree, order or agreement issued or entered into under any Environmental Law, the failure to comply with which could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Environmental Protection. (a) Except as set forth on in Schedule 4.225.13 annexed hereto: (i) Each of the Company and each neither Borrower nor any of its Subsidiaries has complied in all material respects with all applicable Environmental Laws. Each nor any of the Company and each of its Subsidiaries has prepared and filed with the appropriate Governmental Authorities all reports, notifications, and filings required pursuant their respective Facilities or operations are subject to any applicable outstanding written order, consent decree or settlement agreement with any Person relating to (a) any Environmental Laws for Law, (b) any Environmental Claim, or (c) any Hazardous Materials Activity that, individually or in the operation of the Company and the operation or occupation of the Leased Real Property including any such as are required as aggregate, could reasonably be expected to have a result of the transactions contemplated hereby. Since January 1, 2007, Material Adverse Effect; (ii) neither the Company Borrower nor any of its Subsidiaries has received any notice letter or other request for information regarding under Section 104 of the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. Section 9604) or any actual or alleged violation ofcomparable state law; (iii) there are and, any actual or potential Liability underto Borrower's knowledge, have been no conditions, occurrences, or Hazardous Materials Activities which could reasonably be expected to form the basis of an Environmental Claim against Borrower or any corrective of its Subsidiaries that, individually or remedial obligation underin the aggregate, any Environmental Law and could reasonably be expected to the Knowledge of the Company, no basis for any such notice exists. Neither the Company have a Material Adverse Effect; (iv) neither Borrower nor any of its Subsidiaries has been notified that it is potentially responsible nor, to Borrower's knowledge, any predecessor of Borrower or liable, or received any requests for information or other correspondence concerning any site or facility, under the applicable Environmental Laws. Neither the Company nor any of its Subsidiaries has entered into filed any notice under any Environmental Law indicating past or received present treatment of Hazardous Materials at any consentFacility, decreeand none of Borrower's or any of its Subsidiaries' operations involves the generation, transportation, treatment, storage or disposal of hazardous waste, as defined under 40 C.F.R. Parts 260-270 or any state equivalent; and (v) compliance order, with all current or administrative order reasonably foreseeable future requirements pursuant to all applicable or under Environmental Laws. (ii) Each of Laws would not, individually or in the Company and each aggregate, reasonably be expected to have a Material Adverse Effect. Notwithstanding anything in this subsection 5.13 to the contrary, no event or condition has occurred or is occurring with respect to Borrower or any of its Subsidiaries holds all relating to any Environmental Permits necessary to conduct its operations Law, any Release of Hazardous Materials, or any Hazardous Materials Activity, including any such as are required as a result of matter disclosed on Schedule 5.13 annexed hereto, which individually or in the transactions contemplated hereby. Schedule 4.22 contains a true, complete and accurate list of all such Environmental Permits and, where applicable, their expiration dates. The Company does not have any reason to believe that any such Environmental Permits (A) will not aggregate has had or could reasonably be renewed, or (B) will be renewed under terms that are reasonably likely expected to have a Material Adverse Effect. (iii) Neither the Company nor any of its Subsidiaries has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled or released any substance including without limitation any Materials of Environmental Concern, or operated any property or facility (and no such property or facility, including the Leased Real Property, is contaminated by any such substance) in a manner that has given rise to Liability pursuant to any applicable Environmental Laws, including any Liability for response costs, corrective action costs, personal injury, property damage, natural resources damage or attorney fees, or any investigative, corrective or remedial obligations. (b) There are no reports, studies, assessments, audits, and other similar documents in the possession or control of the Company or any of its Subsidiaries or the Sellers that address any issues of actual or potential noncompliance with or actual or potential liability under, any Environmental Laws that may affect the Company or any of its Subsidiaries. Copies of all such reports have been provided or made available to Buyer prior to the signing hereof. (c) None of the matters set forth on Schedule 4.22, or any aggregation thereof, could reasonably be expected to result in a Material Adverse Effect.

Environmental Protection. (a) Except as set forth on in Section 3.11 of the URI Disclosure Schedule 4.22or in the URI SEC Reports filed prior to the date hereof: (i) Each of the Company URI and each of its Subsidiaries has complied subsidiaries is in all material respects compliance with all applicable Environmental Laws. Each of , except where the Company and each of its Subsidiaries has prepared and filed with the appropriate Governmental Authorities all reports, notificationsfailure to so comply would not have a URI Material Adverse Effect, and filings required pursuant to any applicable Environmental Laws for the operation of the Company and the operation or occupation of the Leased Real Property including any such as are required as a result of the transactions contemplated hereby. Since January 1, 2007, neither the Company URI nor any of its Subsidiaries subsidiaries has received any notice communication from any person or other information regarding any actual Governmental Authority that alleges that URI or alleged violation of, any actual or potential Liability under, or any corrective or remedial obligation under, any Environmental Law and to the Knowledge of the Company, no basis for any such notice exists. Neither the Company nor any of its Subsidiaries has been notified that it subsidiaries is potentially responsible or liable, or received any requests for information or other correspondence concerning any site or facility, under the applicable Environmental Laws. Neither the Company nor any of its Subsidiaries has entered into or received any consent, decree, not in such compliance order, or administrative order pursuant to all with applicable Environmental Laws. (ii) Each of the Company URI and each of its Subsidiaries holds subsidiaries has obtained or has applied for all Environmental Permits necessary for the construction of their facilities or the conduct of their operations except where the failure to conduct its operations including any such as are required as so obtain would not have a result of the transactions contemplated hereby. Schedule 4.22 contains a trueURI Material Adverse Effect, complete and accurate list of all such Environmental Permits andare in good standing or, where applicable, their expiration dates. The Company does not have any reason a renewal application has been timely filed and is pending agency approval, and URI and its subsidiaries are in material compliance with all terms and conditions of the Environmental Permits. (iii) There is no Environmental Claim pending or, to believe that any such Environmental Permits the best knowledge of URI, threatened (A) will not be renewedagainst URI or any of its subsidiaries, (B) against any person or entity whose liability for any Environmental Claim URI or any of its subsidiaries has or may have retained or assumed either contractually or by operation of law, or (BC) will be renewed under terms that are reasonably likely to against any real or personal property or operations which URI or any of its subsidiaries owns, leases or manages, in whole or in part, which, in any such case described in this clause (iii), would have a URI Material Adverse Effect. (iiiiv) Neither URI has no knowledge of any Releases of any Hazardous Material that would be reasonably likely to form the Company nor basis of any Environmental Claim against URI or any of its Subsidiaries has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled or released any substance including without limitation any Materials of Environmental Concernsubsidiaries, or operated against any property person or facility entity whose liability for any Environmental Claim URI or any of its subsidiaries has retained or assumed either contractually or by operation of law or which would result in URI incurring liability under any Environmental Law, except for any Environmental Claim or liability which would not have a URI Material Adverse Effect. (and v) URI has no such property or facilityknowledge, including the Leased Real Property, is contaminated by any such substance) in a manner that has given rise to Liability pursuant with respect to any applicable predecessor of URI or any of its subsidiaries or any real property formerly owned, leased or operated by URI or any of its subsidiaries, of any Environmental Laws, including any Liability for response costs, corrective action costs, personal injury, property damage, natural resources damage Claim which would have a URI Material Adverse Effect pending or attorney feesthreatened, or of any investigative, corrective or remedial obligationsRelease of Hazardous Materials that would be reasonably likely to form the basis of any Environmental Claim which would have a URI Material Adverse Effect. (b) There are no reports, studies, assessments, URI has made available to USR true and complete copies of all environmental audits, surveys, reports and other similar documents in the possession assessments relating to real property owned, leased or control of the Company operated by URI or any of its Subsidiaries or the Sellers that address any issues of actual or potential noncompliance with or actual or potential liability under, any Environmental Laws that may affect the Company or any of its Subsidiaries. Copies of all such reports have been provided or made available to Buyer prior to the signing hereofsubsidiaries. (c) None of the matters set forth on Schedule 4.22, or any aggregation thereof, could reasonably be expected to result in a Material Adverse Effect.

Environmental Protection. (a) Except as set forth on Schedule 4.22: as, individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect, (i) Each of the Company Parent and each of its Subsidiaries has complied are and have been since January 1, 2013 in all material respects compliance with all applicable Environmental Laws. Each , including possession of the Company and each of its Subsidiaries has prepared compliance with all permits, licenses, authorizations and filed with the appropriate Governmental Authorities all reports, notifications, and filings approvals required pursuant to any applicable under Environmental Laws for the operation of the Company their respective operations and the operation or occupation of the Leased Real Property including any such properties as are required as a result of the transactions contemplated hereby. Since January 1currently conducted (“Parent Environmental Permits”), 2007, and neither the Company Parent nor any of its Subsidiaries has received any notice (A) communication alleging that Parent or other information regarding any actual or alleged violation of, any actual or potential Liability underof its Subsidiaries has not complied with, or has any corrective liability or remedial obligation under, any Environmental Law and or Parent Environmental Permits or (B) currently outstanding written request by any Governmental Entity for information pursuant to any Environmental Law, (ii) there are no Environmental Claims pending or, to the Knowledge of the CompanyParent, threatened against Parent or any of its Subsidiaries and there is no basis for any such notice exists. Neither claim, (iii) there has been no Release of or exposure to any Hazardous Material that could reasonably be expected to form the Company basis of a liability of or any Environmental Claim against Parent or any of its Subsidiaries, (iv) neither Parent nor any of its Subsidiaries has retained or assumed, either contractually or by operation of Law, any liabilities or obligations that could reasonably be expected to form the basis of any Environmental Claim against Parent or any of its Subsidiaries, (v) neither Parent nor any of its Subsidiaries has been notified that it is named, identified or alleged in any written notice or claim received by Parent to be a responsible party or a potentially responsible party under CERCLA or liableany state Law based on, or received any requests for information or other correspondence concerning any site or facilityanalogous to, under the applicable Environmental Laws. Neither the Company CERCLA, and (vi) neither Parent nor any of its Subsidiaries has entered into or received any consentpending, decree, compliance order, or administrative order pursuant to all applicable Environmental Laws. (ii) Each of the Company and each of its Subsidiaries holds all Environmental Permits necessary to conduct its operations including any such as are required as a result of the transactions contemplated hereby. Schedule 4.22 contains a true, complete and accurate list of all such Environmental Permits and, where applicableto Parent’s Knowledge, their expiration dates. The Company does not have any reason to believe that any such Environmental Permits (A) will not be renewed, or (B) will be renewed under terms that are reasonably likely to have a Material Adverse Effect. (iii) Neither the Company nor any of its Subsidiaries has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled or released any substance including without limitation any Materials of Environmental Concern, or operated any property or facility (and no such property or facility, including the Leased Real Property, is contaminated by any such substance) in a manner that has given rise to Liability pursuant to any applicable Environmental Laws, including any Liability for response costs, corrective action costs, personal injury, property damage, natural resources damage or attorney fees, or any investigative, corrective or remedial obligations. (b) There there are no reports, studies, assessments, audits, and other similar documents in the possession facts or control of the Company or any of its Subsidiaries or the Sellers circumstances that address any issues of actual or potential noncompliance with or actual or potential liability under, any Environmental Laws that may affect the Company or any of its Subsidiaries. Copies of all such reports have been provided or made available to Buyer prior to the signing hereof. (c) None of the matters set forth on Schedule 4.22, or any aggregation thereof, could reasonably be expected to result in, any Environmental Claims, in a Material Adverse Effecteach such case, for the disposal or Release of Hazardous Materials at any site that is not owned or leased by Parent or any of its Subsidiaries.

Environmental Protection. (a) Except as set forth on Schedule 4.22: (i) Each of the Company Borrower and each of its Subsidiaries has complied in obtained all material respects with permits, licenses and other authorizations which are required under all applicable Environmental Lawsenvironmental laws, including laws relating to emissions, discharges, releases or threatened releases of pollutants, contaminants, chemicals or industrial, toxic or hazardous substances or wastes into the environment (including without limitation, ambient air, surface water, ground water, or land), or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, or handling of pollutants, contaminants, chemicals, or industrial, toxic or hazardous substances or wastes, except to the extent failure to have any such permit, license or authorization would not reasonably be expected to have a material adverse effect on the business, financial condition, operations, Properties or, as far as the Borrower can reasonably foresee, prospects of the Borrower and its Subsidiaries, taken as a whole. Each of the Company Borrower and each of its Subsidiaries has prepared is in compliance with all terms and filed with conditions of the appropriate Governmental Authorities all reportsrequired permits, notificationslicenses and authorizations, and filings required pursuant to is also in compliance with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in the environmental laws or contained in any applicable Environmental Laws for the operation of the Company and the operation or occupation of the Leased Real Property including any such as are required as a result of the transactions contemplated hereby. Since January 1regulation, 2007code, neither the Company nor any of its Subsidiaries has received any notice or other information regarding any actual or alleged violation ofplan, any actual or potential Liability under, or any corrective or remedial obligation under, any Environmental Law and to the Knowledge of the Company, no basis for any such notice exists. Neither the Company nor any of its Subsidiaries has been notified that it is potentially responsible or liable, or received any requests for information or other correspondence concerning any site or facility, under the applicable Environmental Laws. Neither the Company nor any of its Subsidiaries has entered into or received any consentorder, decree, compliance orderjudgment, injunction, notice or administrative order pursuant to all applicable Environmental Laws. (ii) Each of the Company and each of its Subsidiaries holds all Environmental Permits necessary to conduct its operations including any such as are required as a result of the transactions contemplated hereby. Schedule 4.22 contains a truedemand letter issued, complete and accurate list of all such Environmental Permits andentered, where applicablepromulgated or approved thereunder, their expiration dates. The Company does not have any reason to believe that any such Environmental Permits (A) will not be renewed, or (B) will be renewed under terms that are reasonably likely to have a Material Adverse Effect. (iii) Neither the Company nor any of its Subsidiaries has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled or released any substance including without limitation any Materials of Environmental Concern, or operated any property or facility (and no such property or facility, including the Leased Real Property, is contaminated by any such substance) in a manner that has given rise to Liability pursuant to any applicable Environmental Laws, including any Liability for response costs, corrective action costs, personal injury, property damage, natural resources damage or attorney fees, or any investigative, corrective or remedial obligations. (b) There are no reports, studies, assessments, audits, and other similar documents in the possession or control of the Company or any of its Subsidiaries or the Sellers that address any issues of actual or potential noncompliance with or actual or potential liability under, any Environmental Laws that may affect the Company or any of its Subsidiaries. Copies of all such reports have been provided or made available to Buyer prior except to the signing hereof. (c) None of the matters set forth on Schedule 4.22, or any aggregation thereof, could extent failure to comply would not reasonably be expected to result in have a Material Adverse Effectmaterial adverse effect on the business, financial condition, operations, Properties or, as far as the Borrower can reasonably foresee, prospects of the Borrower and its Subsidiaries, taken as a whole, or the ability of the Borrower to carry out its obligations under this Agreement, the Note or the Security Agreement. None of the Properties of the Borrower or its Subsidiaries, either owned or leased, have been included or, as far as the Borrower can reasonably foresee, proposed fo inclusion on the National Priorities List adopted pursuant to the Comprehensive Environmental Response Compensation and Liability Act, as amended, or on any similar list or inventory of sites requiring response or cleanup actions adopted by any other federal, state or local agency.

Environmental Protection. (a) Except as set forth on Schedule 4.22in SCHEDULE 5.13 annexed hereto: (i) Each of the neither Company and each nor any of its Subsidiaries has complied in all material respects with all applicable Environmental Laws. Each nor any of the Company and each of its Subsidiaries has prepared and filed with the appropriate Governmental Authorities all reports, notifications, and filings required pursuant their respective Facilities or operations are subject to any applicable outstanding written order, consent decree or settlement agreement with any Person relating to (a) any Environmental Laws for Law, (b) any Environmental Claim, or (c) any Hazardous Materials Activity that, individually or in the operation of the Company and the operation or occupation of the Leased Real Property including any such as are required as aggregate, could reasonably be expected to have a result of the transactions contemplated hereby. Since January 1, 2007, Material Adverse Effect; (ii) neither the Company nor any of its Subsidiaries has received any notice letter or other request for information regarding any actual or alleged violation ofunder Section 104 of the Comprehensive Environmental Response, any actual or potential Compensation, and Liability under, Act (42 U.S.C. Section 9604) or any corrective or remedial obligation under, any Environmental Law and to the Knowledge of the Company, no basis for any such notice exists. Neither the Company nor any of its Subsidiaries has been notified comparable state law that it is potentially responsible or liable, or received any requests for information or other correspondence concerning any site or facility, under the applicable Environmental Laws. Neither the Company nor any of its Subsidiaries has entered into or received any consent, decree, compliance order, or administrative order pursuant to all applicable Environmental Laws. (ii) Each of the Company and each of its Subsidiaries holds all Environmental Permits necessary to conduct its operations including any such as are required as a result of the transactions contemplated hereby. Schedule 4.22 contains a true, complete and accurate list of all such Environmental Permits and, where applicable, their expiration dates. The Company does not have any reason to believe that any such Environmental Permits (A) will not be renewed, or (B) will be renewed under terms that are reasonably likely to have a Material Adverse Effect. (iii) Neither the Company nor any of its Subsidiaries has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled or released any substance including without limitation any Materials of Environmental Concern, or operated any property or facility (and no such property or facility, including the Leased Real Property, is contaminated by any such substance) in a manner that has given rise to Liability pursuant to any applicable Environmental Laws, including any Liability for response costs, corrective action costs, personal injury, property damage, natural resources damage or attorney fees, or any investigative, corrective or remedial obligations. (b) There are no reports, studies, assessments, audits, and other similar documents in the possession or control of the Company or any of its Subsidiaries or the Sellers that address any issues of actual or potential noncompliance with or actual or potential liability under, any Environmental Laws that may affect the Company or any of its Subsidiaries. Copies of all such reports have been provided or made available to Buyer prior to the signing hereof. (c) None of the matters set forth on Schedule 4.22, or any aggregation thereof, could reasonably be expected to result in a liability to Company or any of its Subsidiaries in excess of $100,000; (iii) there are and, to Company's knowledge, have been no conditions, occurrences, or Hazardous Materials Activities which could reasonably be expected to form the basis of an Environmental Claim against Company or any of its Subsidiaries that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect; (iv) neither Company nor any of its Subsidiaries nor, to Company's knowledge, any predecessor of Company or any of its Subsidiaries has filed any notice under any 88 96 Environmental Law indicating past or present treatment of Hazardous Materials at any Facility, and none of Company's or any of its Subsidiaries' operations involves the generation, transportation, treatment, storage or disposal of hazardous waste, as defined under 40 C.F.R. Parts 260-270 or any state equivalent; and (v) compliance with all requirements pursuant to or under Environmental Laws will not, individually or in the aggregate, have a reasonable possibility of giving rise to a Material Adverse Effect. Notwithstanding anything in this subsection 5.13 to the contrary, no event or condition has occurred or is occurring with respect to Company or any of its Subsidiaries relating to any Environmental Law, any Release of Hazardous Materials, or any Hazardous Materials Activity, including any matter disclosed on SCHEDULE 5.13 annexed hereto, which individually or in the aggregate has had or could reasonably be expected to have a Material Adverse Effect.

Environmental Protection. (a) Except The Mortgagor represents and covenants that, except as set forth disclosed by the Mortgagor to the Mortgagee in writing on Schedule 4.22: or prior to the date of this act, (iI) Each the Mortgagor has not caused or suffered to occur and the Mortgagor will not hereafter cause or suffer to occur, a discharge, spillage, uncontrolled loss, seepage or filtration of oil or petroleum or chemical liquids or solids, liquid or gaseous products or hazardous waste (a "spill"), or release of a hazardous substance at, upon, under or within the Mortgaged Property or any contiguous real estate; (ii) neither the Mortgagor nor any other party has been, is or will be involved in operations at or near the Mortgaged Property which could lead to the imposition on the Mortgagor or any other owner of the Company Mortgaged Property of liability or the creation of a lien on the Mortgaged Property, under any applicable federal, state or local statute, rule or regulation (collectively, the "Law") or under any similar applicable laws or regulations; and each of its Subsidiaries (iii) the Mortgagor has complied in all material respects with all applicable Environmental Laws. Each not permitted and will not permit any tenant or occupant of the Company and each Mortgaged Property to engage in any activity that could lead to the imposition of its Subsidiaries has prepared and filed with liability on such tenant or occupant, the appropriate Governmental Authorities all reports, notifications, and filings required pursuant to Mortgagor or any applicable Environmental Laws for the operation other owner of any of the Company and the operation or occupation of the Leased Real Property including any such as are required as a result of the transactions contemplated hereby. Since January 1, 2007, neither the Company nor any of its Subsidiaries has received any notice or other information regarding any actual or alleged violation of, any actual or potential Liability underMortgaged Property, or any corrective or remedial obligation under, any Environmental Law and to the Knowledge creation of a lien on the Company, no basis for any such notice exists. Neither the Company nor any of its Subsidiaries has been notified that it is potentially responsible or liable, or received any requests for information or other correspondence concerning any site or facilityMortgaged Property, under the applicable Environmental Laws. Neither the Company nor any of its Subsidiaries has entered into or received any consent, decree, compliance order, or administrative order pursuant to all applicable Environmental Laws. (ii) Each of the Company and each of its Subsidiaries holds all Environmental Permits necessary to conduct its operations including any such as are required as a result of the transactions contemplated hereby. Schedule 4.22 contains a true, complete and accurate list of all such Environmental Permits and, where applicable, their expiration dates. The Company does not have any reason to believe that any such Environmental Permits (A) will not be renewed, or (B) will be renewed under terms that are reasonably likely to have a Material Adverse Effect. (iii) Neither the Company nor any of its Subsidiaries has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled or released any substance including without limitation any Materials of Environmental Concern, or operated any property or facility (and no such property or facility, including the Leased Real Property, is contaminated by any such substance) in a manner that has given rise to Liability pursuant to any applicable Environmental Laws, including any Liability for response costs, corrective action costs, personal injury, property damage, natural resources damage or attorney fees, Law or any investigative, corrective similar applicable laws or remedial obligationsregulations. (b) There are no reports, studies, assessments, auditsThe Mortgagor shall comply strictly and in all respects with the requirements of the Law and related regulations and with all similar applicable laws and regulations and shall notify Mortgagee promptly in the event of any spill or release of a hazardous substance upon the Mortgaged Property, and shall promptly forward to Mortgagee copies of all orders, notices permits, applications or other similar documents communications and reports in the possession connection with any such spill or control of the Company release or any of its Subsidiaries other matters relating to the Law or the Sellers that address related regulations or any issues of actual similar applicable laws or potential noncompliance with or actual or potential liability underregulations, any Environmental Laws that as they may affect the Company or any of its Subsidiaries. Copies of all such reports have been provided or made available to Buyer prior to the signing hereofMortgaged Property. (c) None The Mortgagor shall indemnify Mortgagee and hold Mortgagee harmless from and against all loss, liability, damage and expense, including attorneys' fees, suffered or incurred by Mortgagee, whether as holder of this Mortgage, as mortgagee in possession or as successor in interest to the Mortgagor as owner of the matters set forth Mortgaged Property by virtue of foreclosure or acceptance of a deed in lieu of foreclosure (I) under or on Schedule 4.22, account of the Law or related regulations or any aggregation similar applicable laws or regulations, including the assertion of any lien thereunder; (ii) with respect to any spill or release or threatened release of a hazardous substance affecting the Mortgaged Property whether or not the same originates or emanates from the Mortgaged Property or any such contiguous real estate, including any loss or value of the Mortgaged Property as a result of a spill or release or threatened release of a hazardous substance; and (iii) with respect to any other matter affecting the Mortgaged Property within the jurisdiction of the U. S. Environmental Protection Agency or any similar state or local agency; and (d) In the event of any spill or release or threatened release of a hazardous substance affecting the Mortgaged Property, whether or not the same originates or emanates from the Mortgaged Property or any such contiguous real estate, and/or if the Mortgagor shall fail to comply with any of the requirements of the Law or related regulations or any other environmental law or regulation, Mortgagee may at its election, but without the obligation so to do, give such notices and/or cause such work to be performed at the Mortgaged Property and/or take any and all other actions as Mortgagee shall deem necessary or advisable in order to remedy said spill or release or threatened release of a hazardous substance or cure said failure of compliance and any amounts paid as a result thereof, could reasonably together with interest thereon at the Default Rate from the date of payment by the Mortgagee shall be expected due and payable by the Mortgagor to result in Mortgagee within fifteen (15) business days of demand therefor, and until paid shall be added to and become a Material Adverse Effectpart of the indebtedness and shall have the benefit of the lien hereby created as a part thereof.

Environmental Protection. (a) Except as set forth on Schedule 4.225.13 annexed hereto: (i) Each the operations of the Company and each of its Subsidiaries has complied (including, without limitation, all operations and conditions at or in the Facilities) comply in all material respects with all applicable Environmental Laws. Each of the ; (ii) Company and each of its Subsidiaries has prepared and filed with the appropriate have obtained all material Governmental Authorities all reports, notificationsAuthorizations under Environmental Laws necessary to their respective operations, and filings required pursuant to any applicable Environmental Laws for the operation of the all such Governmental Authorizations are in good standing, and Company and the operation or occupation each of the Leased Real Property including any its Subsidiaries are in compliance with all material terms and conditions of such as are required as a result of the transactions contemplated hereby. Since January 1, 2007, Governmental Authorizations; (iii) neither the Company nor any of its Subsidiaries has received (a) any notice or other claim to the effect that it is or may be liable to any Person as a result of or in connection with any Hazardous Materials or (b) any letter or request for information regarding any actual under Section 104 of the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. Section 9604) or alleged violation ofcomparable state laws, any actual or potential Liability underand, to the best knowledge of Company, none of the operations of Company or any corrective of its Subsidiaries is the subject of any federal or remedial obligation under, state investigation relating to or in connection with any Hazardous Materials at any Facility or at any other location; (iv) none of the operations of Company or any of its Subsidiaries is subject to any judicial or administrative proceeding alleging the violation of or liability under any Environmental Law and Laws which could reasonably be expected to have a Material Adverse Effect; (v) to the Knowledge knowledge of the Company, no basis for neither Company nor any such notice exists. Neither the of its Subsidiaries nor any of their respective Facilities or operations are subject to any outstanding written order or agreement with any governmental authority or private party relating to (a) any Environmental Laws or (b) any Environmental Claims that could reasonably be expected to have a Material Adverse Effect; (vi) neither Company nor any of its Subsidiaries has been notified any material contingent liability in connection with any Release of any Hazardous Materials by Company or any of its Subsidiaries; (vii) neither Company nor any of its Subsidiaries nor, to the knowledge of Company, any predecessor of Company or any of its Subsidiaries has filed any notice under any Environmental Law indicating past or present treatment or Release of Hazardous Materials at any Facility, and none of Company's or any of its Subsidiaries' operations involves the generation, transportation, treatment, storage or disposal of hazardous waste, as defined under 40 C.F.R. Parts 260- 270 or any state equivalent; (viii) to the knowledge of Company, no Hazardous Materials exist on or under any Facility in a manner that it is potentially responsible or liablehas a reasonable possibility of giving rise to an Environmental Claim having a Material Adverse Effect, or received any requests for information or other correspondence concerning any site or facility, under the applicable Environmental Laws. Neither the and neither Company nor any of its Subsidiaries has entered into filed any notice or received report of a Release of any consent, decree, compliance order, or administrative order pursuant Hazardous Materials that has a reasonable possibility of giving rise to all applicable an Environmental Laws. (ii) Each of the Company and each of its Subsidiaries holds all Environmental Permits necessary to conduct its operations including any such as are required as a result of the transactions contemplated hereby. Schedule 4.22 contains a true, complete and accurate list of all such Environmental Permits and, where applicable, their expiration dates. The Company does not have any reason to believe that any such Environmental Permits (A) will not be renewed, or (B) will be renewed under terms that are reasonably likely to have Claim having a Material Adverse Effect.; (iiiix) Neither the neither Company nor any of its Subsidiaries nor, to the knowledge of Company, any of their respective predecessors has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled or released of any substance including without limitation any Hazardous Materials of Environmental Concern, or operated any property or facility (and no such property or facility, including the Leased Real Property, is contaminated by any such substance) in a manner that has given a reasonable possibility of giving rise to Liability pursuant to any applicable an Environmental Laws, including any Liability for response costs, corrective action costs, personal injury, property damage, natural resources damage or attorney fees, or any investigative, corrective or remedial obligations. (b) There are no reports, studies, assessments, audits, and other similar documents in the possession or control of the Company or any of its Subsidiaries or the Sellers that address any issues of actual or potential noncompliance with or actual or potential liability under, any Environmental Laws that may affect the Company or any of its Subsidiaries. Copies of all such reports have been provided or made available to Buyer prior to the signing hereof. (c) None of the matters set forth on Schedule 4.22, or any aggregation thereof, could reasonably be expected to result in Claim having a Material Adverse Effect; (x) to the knowledge of Company, no underground storage tanks or surface impoundments are on or at any Facility; and (xi) to the knowledge of Company, no Lien in favor of any Person relating to or in connection with any Environmental Claim has been filed or has been attached to any Facility.

Environmental Protection. (a) Except as set forth on Schedule 4.22: (i) Each The operations of the Company Holdings and each of its Subsidiaries has complied (including, without limitation, all operations and conditions at or in the Facilities) comply in all material respects with all applicable Environmental Laws. Each of the Company ; (ii) Holdings and each of its Subsidiaries has prepared and filed with the appropriate have obtained all material Governmental Authorities all reports, notificationsAuthorizations under Environmental Laws necessary to their respective operations, and filings required pursuant to any applicable Environmental Laws for the operation all such Governmental Authorizations are in good standing, and Holdings and each of the Company its Subsidiaries are in compliance with all material terms and the operation or occupation conditions of the Leased Real Property including any such as are required as a result of the transactions contemplated hereby. Since January 1, 2007, neither the Company Governmental Authorizations; (iii) Neither Holdings nor any of its Subsidiaries has received (a) any notice or other claim to the effect that it is or may be liable to any Person as a result of or in connection with any Hazardous Materials or (b) any letter or request for information regarding any actual under Section 104 of the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. /s/ 9604) or alleged violation ofcomparable state laws, any actual or potential Liability underand, to the best knowledge of Company, none of the operations of Holdings or any corrective of its Subsidiaries is the subject of any federal or remedial obligation under, state investigation relating to or in connection with any Hazardous Materials at any Facility or at any other location; (iv) None of the operations of Holdings or any of its Subsidiaries is subject to any judicial or administrative proceeding alleging the violation of or liability under any Environmental Law and Laws which could reasonably be expected to have a Material Adverse Effect; (v) To the Knowledge knowledge of the Company, no basis for neither Holdings nor any such notice exists. of its Subsidiaries nor any of their respective Facilities or operations are subject to any outstanding written order or agreement with any governmental authority or private party relating to (a) any Environmental Laws or (b) any Environmental Claims that could reasonably be expected to have a Material Adverse Effect; (vi) Neither the Company Holdings nor any of its Subsidiaries has been notified any material contingent liability in connection with any Release of any Hazardous Materials by Holdings or any of its Subsidiaries; (vii) Neither Holdings nor any of its Subsidiaries nor, to the knowledge of Company, any predecessor of Holdings or any of its Subsidiaries has filed any notice under any Environmental Law indicating past or present treatment or Release of Hazardous Materials at any Facility, and none of Holdings' or any of its Subsidiaries operations involves the generation, transportation, treatment, storage or disposal of hazardous waste, as defined under 40 C.F.R. Parts 260-270 or any state equivalent; (viii) To the knowledge of Company, no Hazardous Materials exist on or under any Facility in a manner that it is potentially responsible or liablehas a reasonable possibility of giving rise to an Environmental Claim having a Material Adverse Effect, or received any requests for information or other correspondence concerning any site or facility, under the applicable Environmental Laws. Neither the Company and neither Holdings nor any of its Subsidiaries has entered into filed any notice or received report of a Release of any consent, decree, compliance order, or administrative order pursuant Hazardous Materials that has a reasonable possibility of giving rise to all applicable an Environmental Laws. (ii) Each of the Company and each of its Subsidiaries holds all Environmental Permits necessary to conduct its operations including any such as are required as a result of the transactions contemplated hereby. Schedule 4.22 contains a true, complete and accurate list of all such Environmental Permits and, where applicable, their expiration dates. The Company does not have any reason to believe that any such Environmental Permits (A) will not be renewed, or (B) will be renewed under terms that are reasonably likely to have Claim having a Material Adverse Effect.; (iiiix) Neither the Company Holdings nor any of its Subsidiaries nor, to the knowledge of Company, any of their respective predecessors has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled or released of any substance including without limitation any Hazardous Materials of Environmental Concern, or operated any property or facility (and no such property or facility, including the Leased Real Property, is contaminated by any such substance) in a manner that has given a reasonable possibility of giving rise to Liability pursuant to any applicable an Environmental Laws, including any Liability for response costs, corrective action costs, personal injury, property damage, natural resources damage or attorney fees, or any investigative, corrective or remedial obligations. (b) There are no reports, studies, assessments, audits, and other similar documents in the possession or control of the Company or any of its Subsidiaries or the Sellers that address any issues of actual or potential noncompliance with or actual or potential liability under, any Environmental Laws that may affect the Company or any of its Subsidiaries. Copies of all such reports have been provided or made available to Buyer prior to the signing hereof. (c) None of the matters set forth on Schedule 4.22, or any aggregation thereof, could reasonably be expected to result in Claim having a Material Adverse Effect; (x) To the knowledge of Company, no underground storage tanks or surface impoundments are on or at any Facility; and (xi) To the knowledge of Company, no Lien in favor of any Person relating to or in connection with any Environmental Claim has been filed or has been attached to any Facility.

Environmental Protection. (a) Except as set forth on Schedule 4.22in SCHEDULE 5.13 annexed hereto or as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (i) Each of the Company and each of its Subsidiaries has complied in all material respects with all applicable Environmental Laws. Each of the Company and each of its Subsidiaries has prepared and filed with the appropriate Governmental Authorities all reports, notifications, and filings required pursuant to any applicable Environmental Laws for the operation of the Company and the operation or occupation of the Leased Real Property including any such as are required as a result of the transactions contemplated hereby. Since January 1, 2007, neither the Company Borrowers nor any of its their Subsidiaries nor any of their respective Facilities or operations relating to the Resort Complex, the Existing Site or the Site are subject to any outstanding written order, consent decree or settlement agreement with any Person relating to (a) any Environmental Law, (b) any Environmental Claim, or (c) any Hazardous Materials Activity; (ii) neither Borrowers nor any of their Subsidiaries has received any notice letter or other request for information regarding under Section 104 of the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. ss. 9604) or any actual comparable state law; (iii) there are, and to the Borrowers' knowledge, have been, no conditions, occurrences, or alleged violation ofHazardous Materials Activities on any of the Facilities which could reasonably be expected to form the basis of an Environmental Claim against Borrowers or any of their Subsidiaries; (iv) neither Borrowers nor any of their Subsidiaries nor, to the Borrowers' knowledge, any actual predecessor of the Borrowers or potential Liability underany of their Subsidiaries has filed any notice under any Environmental Law indicating past or present treatment of Hazardous Materials at any Facility, and none of the Borrowers' or any of their Subsidiaries' operations involves the generation, transportation, treatment, storage or disposal of hazardous waste, as defined under 40 C.F.R. Parts 260-270 or any state equivalent; and (v) compliance with all current or reasonably foreseeable future requirements pursuant to or under Environmental Laws will not, individually or in the aggregate, have a reasonable possibility of giving rise to a Material Adverse Effect. Notwithstanding anything in this subsection 5.13 to the contrary, no event or condition has occurred or is occurring with respect to the Borrowers or any of their Subsidiaries relating to any Environmental Law, any Release of Hazardous Materials, or any corrective or remedial obligation underHazardous Materials Activity, any Environmental Law and to the Knowledge of the Company, no basis for any such notice exists. Neither the Company nor any of its Subsidiaries has been notified that it is potentially responsible or liable, or received any requests for information or other correspondence concerning any site or facility, under the applicable Environmental Laws. Neither the Company nor any of its Subsidiaries has entered into or received any consent, decree, compliance order, or administrative order pursuant to all applicable Environmental Laws. (ii) Each of the Company and each of its Subsidiaries holds all Environmental Permits necessary to conduct its operations including any such as are required as a result of matter disclosed on SCHEDULE 5.13 annexed hereto, which individually or in the transactions contemplated hereby. Schedule 4.22 contains a true, complete and accurate list of all such Environmental Permits and, where applicable, their expiration dates. The Company does not have any reason to believe that any such Environmental Permits (A) will not aggregate has had or could reasonably be renewed, or (B) will be renewed under terms that are reasonably likely expected to have a Material Adverse Effect. (iii) Neither the Company nor any of its Subsidiaries has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled or released any substance including without limitation any Materials of Environmental Concern, or operated any property or facility (and no such property or facility, including the Leased Real Property, is contaminated by any such substance) in a manner that has given rise to Liability pursuant to any applicable Environmental Laws, including any Liability for response costs, corrective action costs, personal injury, property damage, natural resources damage or attorney fees, or any investigative, corrective or remedial obligations. (b) There are no reports, studies, assessments, audits, and other similar documents in the possession or control of the Company or any of its Subsidiaries or the Sellers that address any issues of actual or potential noncompliance with or actual or potential liability under, any Environmental Laws that may affect the Company or any of its Subsidiaries. Copies of all such reports have been provided or made available to Buyer prior to the signing hereof. (c) None of the matters set forth on Schedule 4.22, or any aggregation thereof, could reasonably be expected to result in a Material Adverse Effect.

Environmental Protection. (a) Except as set forth on in Schedule 4.225.13 annexed hereto: (i) Each of the neither Company and each nor any of its Subsidiaries has complied in all material respects with all applicable Environmental Laws. Each nor any of the Company and each of its Subsidiaries has prepared and filed with the appropriate Governmental Authorities all reports, notifications, and filings required pursuant their respective Facilities or operations are subject to any applicable outstanding written order, consent decree or settlement agreement with any Person relating to (a) any Environmental Laws for the operation of the Company and the operation Law, (b) any Environmental Claim, or occupation of the Leased Real Property including (c) any such as are required as a result of the transactions contemplated hereby. Since January 1, 2007, Hazardous Materials Activity; (ii) neither the Company nor any of its Subsidiaries has received any notice letter or other request for information regarding under Section 104 of the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. Section 9604) or any actual or alleged violation ofcomparable state law; (iii) there are and, any actual or potential Liability underto Company's knowledge, have been no conditions, occurrences, or Hazardous Materials Activities which could reasonably be expected to form the basis of an Environmental Claim against Company or any corrective or remedial obligation under, any Environmental Law and to the Knowledge of the Company, no basis for any such notice exists. Neither the its Subsidiaries; (iv) neither Company nor any of its Subsidiaries has been notified that it is potentially responsible nor, to Company's knowledge, any predecessor of Company or liable, or received any requests for information or other correspondence concerning any site or facility, under the applicable Environmental Laws. Neither the Company nor any of its Subsidiaries has entered into filed any notice under any Environmental Law indicating past or received present treatment of Hazardous Materials at any consentFacility, decreeand none of Company's or any of its Subsidiaries' operations involves the generation, transportation, treatment, storage or disposal of hazardous waste, as defined under 40 C.F.R. Parts 260-270 or any state equivalent; and (v) compliance order, with all current or administrative order reasonably foreseeable future requirements pursuant to all applicable or under Environmental Laws. (ii) Each Laws will not, individually or in the aggregate, have a reasonable possibility of giving rise to a Material Adverse Effect. Notwithstanding anything in this subsection 5.13 to the contrary, no event or condition has occurred or is occurring with respect to Company and each or any of its Subsidiaries holds all relating to any Environmental Permits necessary to conduct its operations Law, any Release of Hazardous Materials, or any Hazardous Materials Activity, including any such as are required as a result of matter disclosed on Schedule 5.13 annexed hereto, which individually or in the transactions contemplated hereby. Schedule 4.22 contains a true, complete and accurate list of all such Environmental Permits and, where applicable, their expiration dates. The Company does not have any reason to believe that any such Environmental Permits (A) will not aggregate has had or could reasonably be renewed, or (B) will be renewed under terms that are reasonably likely expected to have a Material Adverse Effect. (iii) Neither the Company nor any of its Subsidiaries has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled or released any substance including without limitation any Materials of Environmental Concern, or operated any property or facility (and no such property or facility, including the Leased Real Property, is contaminated by any such substance) in a manner that has given rise to Liability pursuant to any applicable Environmental Laws, including any Liability for response costs, corrective action costs, personal injury, property damage, natural resources damage or attorney fees, or any investigative, corrective or remedial obligations. (b) There are no reports, studies, assessments, audits, and other similar documents in the possession or control of the Company or any of its Subsidiaries or the Sellers that address any issues of actual or potential noncompliance with or actual or potential liability under, any Environmental Laws that may affect the Company or any of its Subsidiaries. Copies of all such reports have been provided or made available to Buyer prior to the signing hereof. (c) None of the matters set forth on Schedule 4.22, or any aggregation thereof, could reasonably be expected to result in a Material Adverse Effect.

Environmental Protection. (a) Except as set forth on Schedule 4.22: LPSB and the LPSB Subsidiaries: (i) Each of the Company and each of its Subsidiaries has complied are in all material respects compliance with all applicable Environmental Laws. Each of the Company ; and each of its Subsidiaries has prepared and filed with the appropriate Governmental Authorities all reports, notifications, and filings required pursuant to any applicable Environmental Laws for the operation of the Company and the operation or occupation of the Leased Real Property including any such as are required as a result of the transactions contemplated hereby. Since January 1, 2007, neither the Company nor any of its Subsidiaries has (ii) have not received any notice communication (written or oral), from a governmental authority or other information regarding any actual or alleged violation ofPerson, any actual or potential Liability under, that alleges that LPSB or any corrective or remedial obligation under, any Environmental Law and to the Knowledge of the Company, no basis for any such notice exists. Neither the Company nor any of its Subsidiaries has been notified that it LPSB Subsidiary is potentially responsible or liable, or received any requests for information or other correspondence concerning any site or facility, under the applicable Environmental Laws. Neither the Company nor any of its Subsidiaries has entered into or received any consent, decree, not in compliance order, or administrative order pursuant to all with applicable Environmental Laws. (iib) Each of the Company and each of its Subsidiaries holds LPSB has obtained all Environmental Permits necessary to conduct its operations including any such as are required as a result of the transactions contemplated hereby. Schedule 4.22 contains a truePermits, complete and accurate list of all such Environmental Permits and, where applicable, are in good standing and LPSB and all LPSB Subsidiaries are in material compliance with all terms and conditions of their expiration dates. The Company does not have any reason to believe that any such Environmental Permits (A) will not be renewed, or (B) will be renewed under terms that are reasonably likely to have a Material Adverse Effect. (iii) Neither the Company nor any of its Subsidiaries has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled or released any substance including without limitation any Materials of Environmental Concern, or operated any property or facility (and no such property or facility, including the Leased Real Property, is contaminated by any such substance) in a manner that has given rise to Liability pursuant to any applicable Environmental Laws, including any Liability for response costs, corrective action costs, personal injury, property damage, natural resources damage or attorney fees, or any investigative, corrective or remedial obligations. (b) There are no reports, studies, assessments, audits, and other similar documents in the possession or control of the Company or any of its Subsidiaries or the Sellers that address any issues of actual or potential noncompliance with or actual or potential liability under, any Environmental Laws that may affect the Company or any of its Subsidiaries. Copies of all such reports have been provided or made available to Buyer prior to the signing hereofPermits. (c) None There is no Environmental Claim pending or, to the Knowledge of the matters set forth on Schedule 4.22LPSB, threatened against LPSB, LPSB or against any Person whose liability for any Environmental Claim LPSB has or may have retained or assumed either contractually or by operation of Law, or against any aggregation thereofreal or personal property or operations which LPSB owns, could reasonably be expected leases or manages. (d) Except as provided in (g) below, to result in the Knowledge of LPSB there have been no Releases of any Hazardous Material by Bancorp or by any Person on real property owned (including REO properties of LPSB), used, leased or operated by LPSB. (e) No real property at any time owned (including REO properties of LPSB), operated, used or controlled by LPSB is currently listed on the National Priorities List or the Comprehensive Environmental Response, Compensation and Liability Information System, both promulgated under the CERCLA, or on any comparable state list, and LPSB has not received any written notice from any Person under or relating to CERCLA or any comparable state or local Law relating to potential listing on such lists. (f) To the Knowledge of LPSB, no off-site location at which LPSB has disposed or arranged for the disposal of any waste is listed on the National Priorities List or on any comparable state list and LPSB has not received any written notice from any Person with respect to any off-site location, of potential or actual liability or a Material Adverse Effectwritten request for information from any Person under or relating to CERCLA or any comparable state or local Law. (g) Notwithstanding any other statement herein to the contrary, the parties acknowledge that there were storage tanks under LPSB’s Valparaiso, Indiana branch facility as to which the prior owner has submitted a redemption plan to the Indiana Department of Environmental Management.

Environmental Protection. (a) Except as set forth on Schedule 4.22: (i) Each of the Company and each of its Subsidiaries has complied in all material respects with all applicable Environmental Laws. Each of the Company and each of its Subsidiaries has prepared and filed with the appropriate Governmental Authorities all reports, notifications, and filings required pursuant to any applicable Environmental Laws for the operation of the Company and the operation or occupation of the Leased Real Property including any such as are required as a result of the transactions contemplated hereby. Since January 1, 2007, neither the Company Borrower nor any of its Subsidiaries has received any notice or other information regarding any actual or alleged violation of, any actual or potential Liability under, or any corrective or remedial obligation under, any Environmental Law and to the Knowledge of the Company, no basis for any such notice exists. Neither the Company nor any of its Subsidiaries has been notified that it is potentially responsible their respective Facilities or liable, or received operations are subject to any requests for information or other correspondence concerning any site or facility, under the applicable Environmental Laws. Neither the Company nor any of its Subsidiaries has entered into or received any consent, decree, compliance outstanding written order, consent decree or administrative order pursuant settlement agreement with any Person relating to all applicable (a) any Environmental Laws. Law, (iib) Each of the Company and each of its Subsidiaries holds all any Environmental Permits necessary to conduct its operations including any such as are required as a result of the transactions contemplated hereby. Schedule 4.22 contains a true, complete and accurate list of all such Environmental Permits and, where applicable, their expiration dates. The Company does not have any reason to believe that any such Environmental Permits (A) will not be renewedClaim, or (Bc) will be renewed under terms that are reasonably likely to have a Material Adverse Effect. (iii) Neither the Company nor any of its Subsidiaries has treatedHazardous Materials Activity that, stored, disposed of, arranged for individually or permitted the disposal of, transported, handled or released any substance including without limitation any Materials of Environmental Concern, or operated any property or facility (and no such property or facility, including the Leased Real Property, is contaminated by any such substance) in a manner that has given rise to Liability pursuant to any applicable Environmental Laws, including any Liability for response costs, corrective action costs, personal injury, property damage, natural resources damage or attorney fees, or any investigative, corrective or remedial obligations. (b) There are no reports, studies, assessments, audits, and other similar documents in the possession or control of the Company or any of its Subsidiaries or the Sellers that address any issues of actual or potential noncompliance with or actual or potential liability under, any Environmental Laws that may affect the Company or any of its Subsidiaries. Copies of all such reports have been provided or made available to Buyer prior to the signing hereof. (c) None of the matters set forth on Schedule 4.22, or any aggregation thereofaggregate, could reasonably be expected to result in a Material Adverse Effect or impose any liability on the Lenders, Administrative Agent or Lead Arranger; (ii) neither Borrower nor any of its Subsidiaries has received any letter or request for information under Section 104 of the Comprehensive Environmental Response, Compensation, and Liability Act (42 X.X.X.xx. 9604) or any comparable state law; (iii) there are no and, to Borrower's knowledge, have been no conditions, occurrences, or Hazardous Materials Activities which could reasonably be expected to form the basis of an Environmental Claim against Borrower or any of its Subsidiaries that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect or impose any liability on the Lenders, Administrative Agent or Lead Arranger; (iv) neither Borrower nor any of its Subsidiaries nor, to Borrower's knowledge, any predecessor of Borrower or any of its Subsidiaries has filed any notice under any Environmental Law indicating past or present treatment of Hazardous Materials at any Facility, and none of Borrower's or any of its Subsidiaries' operations involves the generation, transportation, treatment, storage or disposal of hazardous waste, as defined under 40 C.F.R. Parts 260-270 or any state equivalent; and (v) compliance with all current or reasonably foreseeable future requirements pursuant to or under Environmental Laws will not, individually or in the aggregate, be reasonably expected to result in a Material Adverse Effect or impose any liability on the Lenders, Administrative Agent or Lead Arranger. Notwithstanding anything in this subsection 5.13 to the contrary, no event or condition has occurred or is occurring with respect to Borrower or any of its Subsidiaries relating to any Environmental Law, any Release of Hazardous Materials, or any Hazardous Materials Activity which individually or in the aggregate has had or could reasonably be expected to result in a Material Adverse Effect, or could reasonably be expected to impose any liability on the Lenders, Administrative Agent or Lead Arranger.

Environmental Protection. (a) Except as set forth on in Schedule 4.224.13 annexed hereto: (i) Each of the neither Company and each nor any of its Subsidiaries has complied in all material respects with all applicable Environmental Laws. Each nor any of the Company and each of its Subsidiaries has prepared and filed with the appropriate Governmental Authorities all reports, notifications, and filings required pursuant their respective Facilities or operations are subject to any applicable outstanding written order, consent decree or settlement agreement with any Person relating to (a) any Environmental Laws for the operation of the Company and the operation Law, (b) any Environmental Claim, or occupation of the Leased Real Property including (c) any such as are required as a result of the transactions contemplated hereby. Since January 1, 2007, Hazardous Materials Activity; (ii) neither the Company nor any of its Subsidiaries has received any notice letter or other request for information regarding under Section 104 of the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. [Section] 9604) or any actual or alleged violation ofcomparable state law; (iii) there are and, any actual or potential Liability underto Company's knowledge, have been no conditions, occurrences, or Hazardous Materials Activities which could reasonably be expected to form the basis of an Environmental Claim against Company or any corrective or remedial obligation under, any Environmental Law and to the Knowledge of the Company, no basis for any such notice exists. Neither the its Subsidiaries; (iv) neither Company nor any of its Subsidiaries has been notified that it is potentially responsible nor, to Company's knowledge, any predecessor of Company or liable, or received any requests for information or other correspondence concerning any site or facility, under the applicable Environmental Laws. Neither the Company nor any of its Subsidiaries has entered into filed any notice under any Environmental Law indicating past or received present treatment of Hazardous Materials at any consentFacility, decreeand none of Company's or any of its Subsidiaries' operations involves the generation, transportation, treatment, storage or disposal of hazardous waste, as defined under 40 C.F.R. Parts 260-270 or any state equivalent; (v) compliance order, with all current or administrative order reasonably foreseeable future requirements pursuant to all applicable or under Environmental Laws. (ii) Each Laws will not, individually or in the aggregate, have a reasonable possibility of giving rise to a Material Adverse Effect. Notwithstanding anything in this subsection 4.13 to the contrary, no event or condition has occurred or is occurring with respect to Company and each or any of its Subsidiaries holds all relating to any Environmental Permits necessary to conduct its operations Law, any Release of Hazardous Materials, or any Hazardous Materials Activity, including any such as are required as a result of matter disclosed on Schedule 4.13 annexed hereto, which individually or in the transactions contemplated hereby. Schedule 4.22 contains a true, complete and accurate list of all such Environmental Permits and, where applicable, their expiration dates. The Company does not have any reason to believe that any such Environmental Permits (A) will not aggregate has had or could reasonably be renewed, or (B) will be renewed under terms that are reasonably likely expected to have a Material Adverse Effect. (iii) Neither the Company nor any of its Subsidiaries has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled or released any substance including without limitation any Materials of Environmental Concern, or operated any property or facility (and no such property or facility, including the Leased Real Property, is contaminated by any such substance) in a manner that has given rise to Liability pursuant to any applicable Environmental Laws, including any Liability for response costs, corrective action costs, personal injury, property damage, natural resources damage or attorney fees, or any investigative, corrective or remedial obligations. (b) There are no reports, studies, assessments, audits, and other similar documents in the possession or control of the Company or any of its Subsidiaries or the Sellers that address any issues of actual or potential noncompliance with or actual or potential liability under, any Environmental Laws that may affect the Company or any of its Subsidiaries. Copies of all such reports have been provided or made available to Buyer prior to the signing hereof. (c) None of the matters set forth on Schedule 4.22, or any aggregation thereof, could reasonably be expected to result in a Material Adverse Effect.

Environmental Protection. (a) Except as set forth on Schedule 4.22: (i) Each of the Company The Borrower shall, and shall cause each of its Subsidiaries has complied to, (i) comply in all material respects with the requirements of all applicable Environmental Laws. Each of the Company and each of its Subsidiaries has prepared and filed with the appropriate Governmental Authorities all reports, notifications, and filings required pursuant to any applicable Environmental Laws for the operation of the Company and the operation or occupation of the Leased Real Property including any such as are required as a result of the transactions contemplated hereby. Since January 1, 2007, neither the Company nor any of its Subsidiaries has received any notice or other information regarding any actual or alleged violation of, any actual or potential Liability under, or any corrective or remedial obligation under, any Environmental Law and applicable to the Knowledge of the Company, no basis for any such notice exists. Neither the Company nor any of its Subsidiaries has been notified that it is potentially responsible or liable, or received any requests for information or other correspondence concerning any site or facility, under the applicable Environmental Laws. Neither the Company nor any of its Subsidiaries has entered into or received any consent, decree, except where non-compliance order, or administrative order pursuant to all applicable Environmental Laws. (ii) Each of the Company and each of its Subsidiaries holds all Environmental Permits necessary to conduct its operations including any such as are required as a result of the transactions contemplated hereby. Schedule 4.22 contains a true, complete and accurate list of all such Environmental Permits and, where applicable, their expiration dates. The Company does could not have any reason to believe that any such Environmental Permits (A) will not be renewed, or (B) will be renewed under terms that are reasonably likely to have a Material Adverse Effect. (iii) Neither the Company nor any of its Subsidiaries has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled or released any substance including without limitation any Materials of Environmental Concern, or operated any property or facility (and no such property or facility, including the Leased Real Property, is contaminated by any such substance) in a manner that has given rise to Liability pursuant to any applicable Environmental Laws, including any Liability for response costs, corrective action costs, personal injury, property damage, natural resources damage or attorney fees, or any investigative, corrective or remedial obligations. (b) There are no reports, studies, assessments, audits, and other similar documents in the possession or control of the Company or any of its Subsidiaries or the Sellers that address any issues of actual or potential noncompliance with or actual or potential liability under, any Environmental Laws that may affect the Company or any of its Subsidiaries. Copies of all such reports have been provided or made available to Buyer prior to the signing hereof. (c) None of the matters set forth on Schedule 4.22, or any aggregation thereof, could reasonably be expected to result in a Material Adverse Effect, (ii) notify the Agent promptly in the event of any Release or other Adverse Environmental Condition upon or affecting any premises owned or occupied by such Person which Release or Adverse Environmental Condition could result in a Material Adverse Effect, and (iii) promptly forward to the Agent copies of all orders, notices, permits, applications or other communications and reports in connection with any such Release or other Adverse Environmental Condition or any other matter relating to the Environmental Laws as they may affect such premises which could result in a Material Adverse Effect. (b) The Borrower shall fully and promptly pay, perform, discharge, defend, indemnify and hold harmless the Agent and each Lender, their Subsidiaries and Affiliates, and their respective directors, officers, employees and agents from and against any action, suit, proceeding, claim, loss, cost, damage, liability, deficiency, fine, penalty or expense (including, without limitation, reasonable attorneys' fees, investigation, removal, cleanup and remedial costs and modification costs incurred to permit continued or resumed normal operation of any of the Borrower's or any of its Subsidiaries' facilities, properties or assets) suffered or incurred by the Agent, any Lender or any such other indemnified party: (i) under or on account of any Environmental Laws, including, without limitation, the asserting of any Lien thereunder; (ii) with or without respect to any Release, Contaminant or other Adverse Environmental Condition affecting any such facilities, properties or assets, whether or not the same originates or emanates from such facilities, properties or assets or any contiguous facilities, properties and assets; and

Environmental Protection. (a) 7.11.1 Except as set forth on disclosed in Schedule 4.22: (i) Each of 7.11, the Company assets and each of its Subsidiaries has complied in all material respects with all applicable Environmental Laws. Each of the Company and each of its Subsidiaries has prepared and filed with the appropriate Governmental Authorities all reports, notifications, and filings required pursuant to any applicable Environmental Laws for the operation of the Company business of the Borrower are and have been during the past two years in compliance with all environmental laws of each jurisdiction in which it carries on business. The Borrower has obtained and is in compliance with all permits, licenses, certificates, authorisations, approvals, consents and registrations issued or granted pursuant to environmental laws and required for the assets and the operation of its business. 7.11.2 There is no claim, suit, action, written notice of non-compliance, administrative order or occupation other proceeding, outstanding or pending or threatened against the Borrower, nor is there, to the best of the Leased Real Property including any such as are required as a result knowledge of the transactions contemplated hereby. Since January 1Borrower, 2007, neither the Company nor any pending investigation in respect of its Subsidiaries has received any notice business or other information regarding any actual or alleged violation of, any actual or potential Liability under, or any corrective or remedial obligation under, any Environmental Law and to the Knowledge of the Company, no basis for any such notice exists. Neither the Company nor any of its Subsidiaries has been notified that it is potentially responsible or liable, or received any requests for information or other correspondence concerning any site or facility, under the applicable Environmental Laws. Neither the Company nor any of its Subsidiaries has entered into or received any consent, decree, compliance order, or administrative order pursuant to all applicable Environmental Laws. (ii) Each of the Company and each of its Subsidiaries holds all Environmental Permits necessary to conduct its operations including any such as are required as a result of the transactions contemplated hereby. Schedule 4.22 contains a true, complete and accurate list of all such Environmental Permits and, where applicable, their expiration dates. The Company does not have any reason to believe that any such Environmental Permits (A) will not be renewed, or (B) will be renewed under terms that are reasonably likely to have a Material Adverse Effect. (iii) Neither the Company nor any of its Subsidiaries has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled or released any substance including without limitation any Materials of Environmental Concern, or operated any property or facility (and no such property or facility, including the Leased Real Property, is contaminated by any such substance) in a manner that has given rise to Liability assets pursuant to any applicable Environmental Lawsenvironmental laws. Except as disclosed in Schedule 7.11, including the Borrower is not responsible for any Liability for response costs, corrective action costs, personal injury, property damage, natural resources damage or attorney fees, or any investigativeclean-up, corrective or remedial obligationsaction in respect of the business or the assets pursuant to any environmental law. Except as disclosed in Schedule 7.11, the operations of the Borrower have not, in the past two years caused, and the Borrower has not permitted to occur, the release, emission, deposit, issuance, disposal or discharge of any contaminant, pollutant, waste, hazardous waste, hazardous material, dangerous goods, toxic substances, prescribed substances (as these terms are defined pursuant to environmental laws) ("Hazardous Substances") nor are any Hazardous Substances present in, on or under the assets or on the Assets owned by the Borrower nor were any Hazardous Substance present in, on or under 7.11.3 at the time of its acquisition by the Borrower, all Hazardous Substances have at all times been stored, handled, treated and eliminated in compliance with environmental laws in the operation of its business by the Borrower. Except as disclosed in Schedule 7.11, the assets owned by the Borrower do not contain any polychlorinated biphenyls, asbestos, or urea formaldehyde foam insulation or any Hazardous Substances, nor do they contain or have they contained any underground storage tanks, nor have they been used by the Borrower as a waste site. (b) There are no reports7.11.3 Except as disclosed on Schedule 7.11, studiesthe Borrower has not conducted and is not aware of any environmental or occupational health and safety evaluations, assessments, audits, and other similar documents in the possession studies or control of the Company tests with respect to its assets or any of its Subsidiaries or the Sellers that address any issues of actual or potential noncompliance with or actual or potential liability under, any Environmental Laws that may affect the Company or any of its Subsidiaries. Copies of all such reports have been provided or made available to Buyer prior to the signing hereofbusiness. (c) None of the matters set forth on Schedule 4.22, or any aggregation thereof, could reasonably be expected to result in a Material Adverse Effect.

Environmental Protection. (a) Except as set forth on Schedule 4.22: (i) Each of the Company Borrower and each of its ------------------------ Subsidiaries has complied in obtained all material respects with permits, licenses and other authorizations which are required under all applicable Environmental Lawsenvironmental laws, including laws relating to emissions, discharges, releases or threatened releases of pollutants, contaminants, chemicals or industrial, toxic or hazardous substances or wastes into the environment (including without limitation, ambient air, surface water, ground water, or land), or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, or handling of pollutants, contaminants, chemicals, or industrial, toxic or hazardous substances or wastes, except to the extent failure to have any such permit, license or authorization would not reasonably be expected to have a material adverse effect on the business, financial condition, operations, Properties or, as far as the Borrower can reasonably foresee, prospects of the Borrower and its Subsidiaries, taken as a whole. Each of the Company Borrower and each of its Subsidiaries has prepared is in compliance with all terms and filed with conditions of the appropriate Governmental Authorities all reportsrequired permits, notificationslicenses and authorizations, and filings required pursuant to is also in compliance with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in the environmental laws or contained in any applicable Environmental Laws for the operation of the Company and the operation or occupation of the Leased Real Property including any such as are required as a result of the transactions contemplated hereby. Since January 1regulation, 2007code, neither the Company nor any of its Subsidiaries has received any notice or other information regarding any actual or alleged violation ofplan, any actual or potential Liability under, or any corrective or remedial obligation under, any Environmental Law and to the Knowledge of the Company, no basis for any such notice exists. Neither the Company nor any of its Subsidiaries has been notified that it is potentially responsible or liable, or received any requests for information or other correspondence concerning any site or facility, under the applicable Environmental Laws. Neither the Company nor any of its Subsidiaries has entered into or received any consentorder, decree, compliance orderjudgment, injunction, notice or administrative order pursuant to all applicable Environmental Laws. (ii) Each of the Company and each of its Subsidiaries holds all Environmental Permits necessary to conduct its operations including any such as are required as a result of the transactions contemplated hereby. Schedule 4.22 contains a truedemand letter issued, complete and accurate list of all such Environmental Permits andentered, where applicablepromulgated or approved thereunder, their expiration dates. The Company does not have any reason to believe that any such Environmental Permits (A) will not be renewed, or (B) will be renewed under terms that are reasonably likely to have a Material Adverse Effect. (iii) Neither the Company nor any of its Subsidiaries has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled or released any substance including without limitation any Materials of Environmental Concern, or operated any property or facility (and no such property or facility, including the Leased Real Property, is contaminated by any such substance) in a manner that has given rise to Liability pursuant to any applicable Environmental Laws, including any Liability for response costs, corrective action costs, personal injury, property damage, natural resources damage or attorney fees, or any investigative, corrective or remedial obligations. (b) There are no reports, studies, assessments, audits, and other similar documents in the possession or control of the Company or any of its Subsidiaries or the Sellers that address any issues of actual or potential noncompliance with or actual or potential liability under, any Environmental Laws that may affect the Company or any of its Subsidiaries. Copies of all such reports have been provided or made available to Buyer prior except to the signing hereof. (c) None of the matters set forth on Schedule 4.22, or any aggregation thereof, could extent failure to comply would not reasonably be expected to result in have a Material Adverse Effectmaterial adverse effect on the business, financial condition, operations, Properties or, as far as the Borrower can reasonably foresee, prospects of the Borrower and its Subsidiaries, taken as a whole, or the ability of the Borrower to carry out its obligations under this Agreement, the Revolving Note or the Pledge Agreements. None of the Properties of the Borrower or its Subsidiaries, either owned or leased, have been included or, as far as the Borrower can reasonably foresee, proposed for inclusion on the National Priorities List adopted pursuant to the Comprehensive Environmental Response Compensation and Liability Act, as amended, or on any similar list or inventory of sites requiring response or cleanup actions adopted by any other federal, state or local agency.

Environmental Protection. Each Obligor has obtained all Approvals and Permits required under all Environmental Laws and such Approvals and Permits are in good standing. Each Obligor is in compliance with all Environmental Laws and the terms and conditions of such Approvals and Permits, and is also in compliance with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in those Laws. No Environmental Lien has attached to the Brattleboro Collateral. None of the Real Estate or any other property owned or leased by any Obligor is listed or proposed for listing on the National Priorities List pursuant to the Comprehensive Environmental Response, Compensation and Liability Act, as amended, or listed on the Comprehensive Environmental Response, Compensation and Liability Information System List or any similar state list of sites, and FiberMark Office is not aware of any conditions at the Real Estate which, if known to a Governmental Authority, would qualify such Real Estate for inclusion on any such list. Except as disclosed in Schedule 8.16 or for matters that, either individually or in the aggregate, cannot reasonably be expected to affect, except to an immaterial extent, any Obligor, or its business, results of operations, condition (financial or otherwise), prospects, profitability, assets, operations or property: (a) Except as set forth on Schedule 4.22: (i) Each of the Company and each of its Subsidiaries has complied in all material respects with all applicable Environmental Laws. Each of the Company and each of its Subsidiaries has prepared and filed with the appropriate Governmental Authorities all reports, notifications, and filings required pursuant No Obligor is subject to any applicable Environmental Laws for the operation of the Company and the operation or occupation of the Leased Real Property including any such as are required as a result of the transactions contemplated hereby. Since January 1plan, 2007order, neither the Company nor any of its Subsidiaries has received any notice or other information regarding any actual or alleged violation of, any actual or potential Liability under, or any corrective or remedial obligation under, any Environmental Law and to the Knowledge of the Company, no basis for any such notice exists. Neither the Company nor any of its Subsidiaries has been notified that it is potentially responsible or liable, or received any requests for information or other correspondence concerning any site or facility, under the applicable Environmental Laws. Neither the Company nor any of its Subsidiaries has entered into or received any consentwrit, decree, compliance orderjudgment, settlement or administrative order pursuant to all applicable injunction issued, entered into, promulgated or approved under or in connection with any Environmental Laws. (ii) Each of the Company and each of its Subsidiaries holds all Environmental Permits necessary to conduct its operations including any such as are required as a result of the transactions contemplated hereby. Schedule 4.22 contains a true, complete and accurate list of all such Environmental Permits and, where applicable, their expiration dates. The Company does not have any reason to believe that any such Environmental Permits (A) will not be renewed, or (B) will be renewed under terms that are reasonably likely to have a Material Adverse Effect. (iii) Neither the Company nor any of its Subsidiaries has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled or released any substance including without limitation any Materials of Environmental Concern, or operated any property or facility (and no such property or facility, including the Leased Real Property, is contaminated by any such substance) in a manner that has given rise to Liability pursuant to any applicable Environmental Laws, including any Liability for response costs, corrective action costs, personal injury, property damage, natural resources damage or attorney fees, Laws or any investigative, corrective or remedial obligations.Environmental Discharges; (b) There are no reports, studies, assessments, audits, and other similar documents in the possession or control of the Company or any of its Subsidiaries or the Sellers that address any issues of actual or potential noncompliance with or actual or potential liability under, No Obligor has received any Environmental Laws that may affect the Company or any of its Subsidiaries. Copies of all such reports have been provided or made available to Buyer prior to the signing hereof.Notice; (c) None There have been no Environmental Discharges at, to, or from the Real Estate or any Obligors other property or facilities or operations, except such Environmental Discharges as have occurred pursuant to and in full compliance with all Environmental Laws and Approvals and Permits issued thereunder; (d) There are not and, to the knowledge of each Obligor, have never been any Hazardous Materials present at the matters set forth on Schedule 4.22Real Property or other properties, facilities or operations of any Obligor, except such Hazardous Materials as are and were managed pursuant to and in full compliance with all Environmental Laws and Approvals and Permits issued thereunder; (e) No Obligor has any actual or contingent liability in connection with any Environmental Discharges at any location, including, without limitation, the Real Property, any site to which an Obligor has transported or arranged for the transport of Hazardous Substances, or any aggregation thereofsite at which an Obligor has disposed of Hazardous Substances; and (f) No Obligor has any actual or contingent liability in connection with any property, could reasonably be expected businesses, or operations previously owned or operated by any such Obligor for (i) any violation of any Environmental Laws, (ii) any Remedial Action, or (iii) any Environmental Discharges at any location, including, without limitation, the Real Property, any property, facilities or operations previously owned or operated by an Obligor, any site to result in a Material Adverse Effectwhich an Obligor has transported or arranged for the transport of Hazardous Substances, or any site at which an Obligor has disposed of Hazardous Substances.

Environmental Protection. Neither BCC nor any Subsidiary has caused or allowed, or contracted with any party for, the generation, use, transportation, treatment, storage or disposal of any Hazardous Substances (aas defined below) Except as set forth on Schedule 4.22: (i) Each of in connection with the Company and each operation of its Subsidiaries has complied business or otherwise. BCC and its Subsidiaries, the operation of its business, and any real property that BCC or any Subsidiary owns, leases or otherwise occupies or uses (the "Premises") are in all material respects compliance with all applicable Environmental Laws (as defined below) and orders or directives of any governmental authorities having jurisdiction under such Environmental Laws, including, without limitation, any Environmental Laws or orders or directives with respect to any cleanup or remediation of any release or threat of release of Hazardous Substances. Each Neither BCC nor any Subsidiary has received any citation, directive, letter or other communication, written or oral, or any notice of any proceeding, claim or lawsuit, from any person arising out of the Company and each of its Subsidiaries has prepared and filed with the appropriate Governmental Authorities all reports, notifications, and filings required pursuant to any applicable Environmental Laws for the operation of the Company and the operation ownership or occupation of the Leased Real Property Premises, or the conduct of its operations, and neither BCC nor any Subsidiary is aware of any basis therefor. BCC and each Subsidiary have obtained and are maintaining in full force and effect all necessary permits, licenses and approvals required by all Environmental Laws applicable to the Premises and the business operations conducted thereon (including operations conducted by tenants on the Premises), and is in compliance with all such permits, licenses and approvals. Neither BCC nor any such as are required as Subsidiary has caused or allowed a result release, or a threat of release, of any Hazardous Substance unto, at or near the Premises, and, to the best of the transactions contemplated hereby. Since January 1, 2007BCC's knowledge, neither the Company Premises nor any of its Subsidiaries property at or near the Premises has received any notice or other information regarding any actual or alleged violation of, any actual or potential Liability underever been subject to a release, or a threat of release, of any corrective Hazardous Substance. For the purposes of this Agreement, the term "Environmental Laws" shall mean any Federal, state or remedial obligation under, any Environmental Law and local law or ordinance or regulation pertaining to the Knowledge protection of human health or the Companyenvironment, no basis for including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. Sections 9601, et seq., the Emergency Planning and Community Right-to-Know Act, 42 U.S.C. Sections 11001, et seq., and the Resource Conservation and Recovery Act, 42 U.S.C. Sections 6901, et seq. For purposes of this Agreement, the term "Hazardous Substances" shall include oil and petroleum products, asbestos, polychlorinated biphenyls, urea formaldehyde and any such notice exists. Neither the Company nor other materials classified as hazardous or toxic under any of its Subsidiaries has been notified that it is potentially responsible or liable, or received any requests for information or other correspondence concerning any site or facility, under the applicable Environmental Laws. Neither the Company nor any of its Subsidiaries has entered into or received any consent, decree, compliance order, or administrative order pursuant to all applicable Environmental Laws. (ii) Each of the Company and each of its Subsidiaries holds all Environmental Permits necessary to conduct its operations including any such as are required as a result of the transactions contemplated hereby. Schedule 4.22 contains a true, complete and accurate list of all such Environmental Permits and, where applicable, their expiration dates. The Company does not have any reason to believe that any such Environmental Permits (A) will not be renewed, or (B) will be renewed under terms that are reasonably likely to have a Material Adverse Effect. (iii) Neither the Company nor any of its Subsidiaries has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled or released any substance including without limitation any Materials of Environmental Concern, or operated any property or facility (and no such property or facility, including the Leased Real Property, is contaminated by any such substance) in a manner that has given rise to Liability pursuant to any applicable Environmental Laws, including any Liability for response costs, corrective action costs, personal injury, property damage, natural resources damage or attorney fees, or any investigative, corrective or remedial obligations. (b) There are no reports, studies, assessments, audits, and other similar documents in the possession or control of the Company or any of its Subsidiaries or the Sellers that address any issues of actual or potential noncompliance with or actual or potential liability under, any Environmental Laws that may affect the Company or any of its Subsidiaries. Copies of all such reports have been provided or made available to Buyer prior to the signing hereof. (c) None of the matters set forth on Schedule 4.22, or any aggregation thereof, could reasonably be expected to result in a Material Adverse Effect.

Environmental Protection. (a) Except as set forth on Schedule 4.22: (i) Each The Assets and the current use of the Company Assets by the Seller in the Transferred Business and each of its Subsidiaries has complied all activities related thereto are in compliance in all material respects with all applicable Environmental Laws. Each . (b) Since July 1, 2011, the Seller has not received any written communication from a Governmental Authority or any other Person that has not been resolved to the satisfaction of the Company and each of its Subsidiaries has prepared and filed with the appropriate applicable Governmental Authorities all reports, notifications, or such Person and filings required pursuant to any that alleges the Seller is not in material compliance with applicable Environmental Laws for with respect to the ownership or operation of the Company and Assets as currently operated or are subject to material liability under Environmental Law for the operation cleanup or occupation remediation of the Leased Real Property including any such as are required as a result of the transactions contemplated hereby. Since January 1, 2007, neither the Company nor any of its Subsidiaries has received any notice or other information regarding any actual or alleged violation of, any actual or potential Liability under, or any corrective or remedial obligation under, any Environmental Law Condition at the Facilities. (c) The Seller has satisfied all obligations set forth in the Air Quality Consent Decree that are applicable to the Assets and required to be performed on or prior to the date hereof. (d) There are no pending or, to the Knowledge of the CompanySeller, no basis for any such notice exists. Neither threatened Environmental Claims against the Company nor any of its Subsidiaries has been notified Seller in relation to the Assets or the Transferred Business that it is potentially responsible are reasonably anticipated to result in material costs or liable, or received any requests for information or other correspondence concerning any site or facility, liabilities under the applicable Environmental Laws. Neither the Company nor any of its Subsidiaries has entered into or received any consent, decree, compliance order, or administrative order pursuant to all applicable Environmental Laws. (e) To the Knowledge of the Seller, no Material of Environmental Concern has been Released by any person, at, on, from or under the Assets or any property to which the Transferred Business has sent waste for disposal, in each case, for which the Seller is subject to material liability for cleanup or remediation under applicable Environmental Law. Without in any way limiting the generality of the foregoing, (i) all underground storage tanks and the capacity and contents of such tanks, located on real property included in the Assets are identified in Schedule 3.17 hereto, (ii) Each except as provided in Schedule 3.17, to the Knowledge of the Company and each of its Subsidiaries holds all Environmental Permits necessary to conduct its operations including Seller, there is no asbestos contained in or forming any such as are required as a result part of the transactions contemplated hereby. Assets and (iii) except as provided in Schedule 4.22 contains a true3.17, complete and accurate list to the Knowledge of all such Environmental Permits andthe Seller, where applicable, their expiration dates. The Company does not have there are no polychlorinated biphenyls (PCBs) or PCB-containing items located in or forming any reason to believe that any such Environmental Permits (A) will not be renewed, or (B) will be renewed under terms that are reasonably likely to have a Material Adverse Effectpart of the Assets. (iiif) Neither To the Company nor any of its Subsidiaries has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled or released any substance including without limitation any Materials of Environmental Concern, or operated any property or facility (and no such property or facility, including the Leased Real Property, is contaminated by any such substance) in a manner that has given rise to Liability pursuant to any applicable Environmental Laws, including any Liability for response costs, corrective action costs, personal injury, property damage, natural resources damage or attorney fees, or any investigative, corrective or remedial obligations. (b) There are no reports, studies, assessments, audits, and other similar documents in the possession or control Knowledge of the Company Seller, the Transferred Business has never manufactured, produced, installed, sold or conveyed any product, merchandise, manufactured good, part, component or other item comprised of its Subsidiaries or containing asbestos or, since January 1, 2012, been the Sellers that address subject of any issues of actual claims or potential noncompliance with or actual or potential liability under, any Environmental Laws that may affect the Company or any of its Subsidiaries. Copies of all such reports have been provided or made available to Buyer prior to the signing hereof. (c) None litigation arising out of the matters set forth on Schedule 4.22alleged exposure to asbestos or asbestos-containing material, or any aggregation thereof, could except in each case as would not reasonably be expected to result in a Material Adverse Effectmaterial liability. (g) Except for the Air Quality Consent Decree, neither the Seller nor any of its subsidiaries have entered into or agreed to any Order with respect to the Assets or the Transferred Business under any Environmental Laws. (h) The Seller has made available to the Purchaser all material reports from environmental studies, compliance audits, investigations and assessments, including Phase I environmental site assessments prepared in connection with the transactions contemplated by this Agreement, in each case, relating to Environmental Conditions of, at or upon the Assets or any material liability under Environmental Law of the Transferred Business.

Environmental Protection. (a) Except as set forth on in the Company SEC Documents filed prior to the date hereof and in Schedule 4.223.12: (i) Each To the knowledge of the Company and its Subsidiaries, the Company and each of its Subsidiaries has complied and Joint Ventures are in all material respects compliance with all applicable Environmental Laws. Each of Laws (as defined in Section 3.12(b)(ii) hereof) except where the failure to comply, individually or in the aggregate, would not be reasonably likely to have a Company and each of its Subsidiaries has prepared and filed with the appropriate Governmental Authorities all reports, notificationsMaterial Adverse Effect, and filings required pursuant to any applicable Environmental Laws for the operation of the Company and the operation or occupation of the Leased Real Property including any such as are required as a result of the transactions contemplated hereby. Since January 1, 2007, neither the Company nor any of its Subsidiaries has received any notice or other information regarding any actual or alleged violation of, any actual or potential Liability under, or any corrective or remedial obligation under, any Environmental Law and to the Knowledge of the Company, no basis for any such notice exists. Neither the Company nor any of its Subsidiaries Joint Ventures has been notified that it is potentially responsible or liable, or received any requests for information communication (written or other correspondence concerning oral) from any site person, citizens group, employee, Governmental Entity or facility, under the applicable Environmental Laws. Neither the Company nor any of its Subsidiaries has entered into or received any consent, decree, compliance order, or administrative order pursuant to all applicable Environmental Laws. (ii) Each of the Company and each of its Subsidiaries holds all Environmental Permits necessary to conduct its operations including any such as are required as a result of the transactions contemplated hereby. Schedule 4.22 contains a true, complete and accurate list of all such Environmental Permits and, where applicable, their expiration dates. The Company does not have any reason to believe otherwise that any such Environmental Permits (A) will not be renewed, or (B) will be renewed under terms alleges that are reasonably likely to have a Material Adverse Effect. (iii) Neither the Company nor any of its Subsidiaries has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled or released any substance including without limitation any Materials of Environmental Concern, or operated any property or facility (and no such property or facility, including the Leased Real Property, is contaminated by any such substance) in a manner that has given rise to Liability pursuant to any applicable Environmental Laws, including any Liability for response costs, corrective action costs, personal injury, property damage, natural resources damage or attorney fees, or any investigative, corrective or remedial obligations. (b) There are no reports, studies, assessments, audits, and other similar documents in the possession or control of the Company or any of its Subsidiaries or Joint Ventures is not in such compliance with applicable Environmental Laws. To the Sellers that address any issues knowledge of actual or potential noncompliance the Company, future compliance with or actual or potential liability under, any all applicable Environmental Laws that may affect will not require the Company or any of its Subsidiaries. Copies of all such reports Subsidiaries or Joint Ventures to incur costs, beyond those currently budgeted for the three Company fiscal years beginning with January 1, 1999, that, individually or in the aggregate, would be reasonably likely to have been provided or made available to Buyer prior to the signing hereof. (c) None of the matters set forth on Schedule 4.22, or any aggregation thereof, could reasonably be expected to result in a Company Material Adverse Effect. (ii) (A) The Company and each of its Subsidiaries and, to the Company's knowledge, each of its Joint Ventures have obtained or have applied for all environmental, health and safety permits and governmental authorizations (collectively, the "Environmental Permits") necessary for the conduct of their operations, (B) all such Environmental Permits are in full force and effect or, where applicable, a renewal application has been timely filed and is pending agency approval, (C) the Company and its Subsidiaries and, to the Company's knowledge, each of its Joint Ventures are in compliance with all terms and conditions of the Environmental Permits, (D) neither the Company nor any of its Subsidiaries nor, to the Company's knowledge, any of its Joint Ventures has been advised by any Governmental Entity of any potential change in the terms and conditions of the Environmental Permits either prior to or upon their renewal, and (E)

Environmental Protection. (a) Except as set forth on in Schedule 4.22:5.13 annexed hereto, (i) Each of the Company and each no Loan Party nor any of its Subsidiaries has complied in all material respects with all applicable Environmental Laws. Each nor any of the Company and each of its Subsidiaries has prepared and filed with the appropriate Governmental Authorities all reports, notifications, and filings required pursuant their respective Facilities or operations are subject to any applicable written order, consent decree or settlement agreement with any Person that is outstanding (except for documentation retention or confidentiality requirements) relating to (a) any Environmental Laws for the operation of the Company and the operation Law, (b) any Environmental Claim, or occupation of the Leased Real Property including (c) any such as are required as a result of the transactions contemplated hereby. Since January 1, 2007, neither the Company Hazardous Materials Activity; (ii) No Loan Party nor any of its Subsidiaries has received any notice letter or other request for information regarding under Section 104 of the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. Section 9604) or any actual or alleged violation ofcomparable state law; (iii) there have been no conditions, any actual or potential Liability underoccurrences, or Hazardous Materials Activities which could reasonably be expected to form the basis of an Environmental Claim against any corrective Loan Party or remedial obligation under, any Environmental Law and to the Knowledge of the Company, no basis for any such notice exists. Neither the Company nor any of its Subsidiaries that could reasonably be expected individually or in the aggregate to have a Material Adverse Effect; (iv) Company has been notified that it is potentially responsible or liablean environmental management system for its and each of its Subsidiaries' operations with respect to environmental compliance and includes procedures for (a) preparing and updating written compliance manuals covering pertinent regulatory areas, or received any requests for information or other correspondence concerning any site or facility, under the (b) tracking changes in applicable Environmental LawsLaws and modifying operations to comply with new requirements thereunder, (c) training employees to comply with applicable environmental requirements and updating such training as necessary, (d) ensuring correction of any incidents of non-compliance and (e) reviewing the compliance status of off-site waste disposal facilities; (v) compliance with all current or reasonably foreseeable future requirements pursuant to or under Environmental Laws will not, individually or in the aggregate, have a reasonable possibility of giving rise to a Material Adverse Effect. Neither Notwithstanding anything in this subsection 5.13 to the Company nor contrary, no event or condition has occurred or is occurring with respect to any Loan Party or any of its Subsidiaries has entered into or received relating to any consentEnvironmental Law, decree, compliance orderany Release of Hazardous Materials, or administrative order pursuant to all applicable Environmental Laws. (ii) Each of the Company and each of its Subsidiaries holds all Environmental Permits necessary to conduct its operations any Hazardous Materials Activity, including any such as are required as a result of matter disclosed on Schedule 5.13 annexed hereto, which individually or in the transactions contemplated hereby. Schedule 4.22 contains a true, complete and accurate list of all such Environmental Permits and, where applicable, their expiration dates. The Company does not have any reason to believe that any such Environmental Permits (A) will not aggregate has had or could reasonably be renewed, or (B) will be renewed under terms that are reasonably likely expected to have a Material Adverse Effect. (iii) Neither the Company nor any of its Subsidiaries has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled or released any substance including without limitation any Materials of Environmental Concern, or operated any property or facility (and no such property or facility, including the Leased Real Property, is contaminated by any such substance) in a manner that has given rise to Liability pursuant to any applicable Environmental Laws, including any Liability for response costs, corrective action costs, personal injury, property damage, natural resources damage or attorney fees, or any investigative, corrective or remedial obligations. (b) There are no reports, studies, assessments, audits, and other similar documents in the possession or control of the Company or any of its Subsidiaries or the Sellers that address any issues of actual or potential noncompliance with or actual or potential liability under, any Environmental Laws that may affect the Company or any of its Subsidiaries. Copies of all such reports have been provided or made available to Buyer prior to the signing hereof. (c) None of the matters set forth on Schedule 4.22, or any aggregation thereof, could reasonably be expected to result in a Material Adverse Effect.

Environmental Protection. (a) Except as set forth on Schedule 4.22:SCHEDULE 5.22 hereto and except as would not have a Materially Adverse Effect, (ia) Each of the Company Credit Party and each of its respective Subsidiaries has complied in obtained all material respects permits, licenses and other authorizations which are required with all applicable Environmental Laws. Each of the Company and each of its Subsidiaries has prepared and filed with the appropriate Governmental Authorities all reports, notifications, and filings required pursuant respect to any applicable Environmental Laws for the operation of the Company business and the assets, and use, ownership and operation or occupation of Real Property of the Leased Real Property including any such as are required Borrower and its Subsidiaries, in each case taken as a result of the transactions contemplated hereby. Since January 1whole, 2007, neither the Company nor any of its Subsidiaries has received any notice or other information regarding any actual or alleged violation of, any actual or potential Liability under, or any corrective or remedial obligation under, under any Environmental Law and to the Knowledge of the Company, no basis for any each such notice exists. Neither the Company nor any of its Subsidiaries has been notified that it authorization is potentially responsible or liable, or received any requests for information or other correspondence concerning any site or facility, under the applicable Environmental Laws. Neither the Company nor any of its Subsidiaries has entered into or received any consent, decree, compliance order, or administrative order pursuant to all applicable Environmental Laws. (ii) Each of the Company in full force and each of its Subsidiaries holds all Environmental Permits necessary to conduct its operations including any such as are required as a result of the transactions contemplated hereby. Schedule 4.22 contains a true, complete and accurate list of all such Environmental Permits and, where applicable, their expiration dates. The Company does not have any reason to believe that any such Environmental Permits (A) will not be renewed, or (B) will be renewed under terms that are reasonably likely to have a Material Adverse Effect. (iii) Neither the Company nor any of its Subsidiaries has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled or released any substance including without limitation any Materials of Environmental Concern, or operated any property or facility (and no such property or facility, including the Leased Real Property, is contaminated by any such substance) in a manner that has given rise to Liability pursuant to any applicable Environmental Laws, including any Liability for response costs, corrective action costs, personal injury, property damage, natural resources damage or attorney fees, or any investigative, corrective or remedial obligationseffect. (b) There Each Credit Party and its respective Subsidiaries are no reportsin compliance with all terms and conditions of the permits, studies, assessments, auditslicenses and authorizations specified in subsection 5.22(a) above, and other similar documents are also in the possession or control of the Company or any of its Subsidiaries or the Sellers that address any issues of actual or potential noncompliance with or actual or potential liability compliance with, and not currently liable under, any Environmental Laws applicable to it and its business, assets, operations and Real Property. (c) There is no civil, criminal or administrative action, suit, demand, claim, hearing, notice of violation, investigation, proceeding, notice or demand letter or request for information pending or, to the knowledge of any Credit Party or any of its respective Subsidiaries, threatened against any Credit Party or any of its respective Subsidiaries under any Environmental Law. (d) None of the Credit Parties nor any of its respective Subsidiaries has received notice that may affect it has been identified as a potentially responsible party under the Company Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (CERCLA), or any comparable state law nor has any Credit Party or any of its respective Subsidiaries received any notification that any Hazardous Materials that it, or any of its Subsidiaries. Copies , or any of all such reports their respective predecessors in interest has used, generated, stored, treated, handled, transported or disposed of, or arranged for disposal or treatment of, or arranged with a transporter for transport for disposal or treatment of, have been provided found at any site at which any governmental agency or made available private party is conducting or plans to Buyer prior conduct a remedial investigation or other action pursuant to the signing hereofany Environmental Law. (ce) None There have been no releases (I.E., any past or present releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, disposing or dumping) of Hazardous Materials by any Credit Party or any of its respective Subsidiaries or, to the knowledge of the matters set forth on Schedule 4.22Credit Party after due inquiry, their respective predecessors in interest on, at, upon, into or from any of the Real Properties. To the knowledge of any Credit Party and each of its respective Subsidiaries after due inquiry there have been no such releases on, at, upon, under, from or into any real property in the vicinity of any of the Real Properties that, through soil, air, surface water or groundwater migration or contamination, may have migrated to or under such Real Properties. (f) No asbestos is present in, on, or at any aggregation thereofReal Properties or any facility or equipment of any Credit Party or any of its respective Subsidiaries. (g) No Real Properties of any Credit Party or any of its respective Subsidiaries or any of their respective predecessors in interest are (i) listed or formally proposed for listing on the National Priorities List under CERCLA or (ii) listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA or (iii) included on any comparable lists maintained by any governmental authority. (h) There are no past or present events, conditions, circumstances, activities, practices, incidents, actions or plans which could reasonably be expected to result in a Material Adverse Effectinterfere with or prevent compliance with any Environmental Law, or which could reasonably be expected to give rise to any liability under any Environmental Law, including, without limitation, liability under CERCLA or similar state, local or foreign laws, or otherwise form the basis of any claim, action, demand, suit, proceeding, hearing or notice of violation, notice of potential liability or investigation, based on or related to the manufacture, processing, distribution, use, generation, treatment, storage, disposal, transport, shipping or handling, or the emission, discharge, release or threatened release into the environment, of any Hazardous Materials. (i) No Lien has been recorded under any Environmental Law with respect to any assets, facility, inventory or Real Property owned, operated, leased or controlled by any Credit Party or any of its respective Subsidiaries.

Environmental Protection. (a) Except as set forth on Schedule 4.22: in SCHEDULE 5.13, (i) Each of the Company and each of its Subsidiaries has complied have been and are in all material respects compliance with all applicable Environmental Laws. Each of the , (ii) Company and each of its Subsidiaries has prepared and filed with the appropriate Governmental Authorities have all reportsEnvironmental Approvals required to operate their businesses as presently conducted or as reasonably anticipated to be conducted, notificationsall such Environmental Approvals are in effect, no appeal or other action is pending to revoke any such Environmental Approval, and filings required pursuant to any applicable Environmental Laws for the operation of the Company and the operation or occupation of the Leased Real Property including any such as are required as a result of the transactions contemplated hereby. Since January 1, 2007, neither the Company nor any of its Subsidiaries has received any notice or other information regarding any actual or alleged violation of, any actual or potential Liability under, or any corrective or remedial obligation under, any Environmental Law and to the Knowledge of the Company, no basis for any such notice exists. Neither the Company nor any of its Subsidiaries has been notified that it is potentially responsible or liable, or received any requests for information or other correspondence concerning any site or facility, under the applicable Environmental Laws. Neither the Company nor any of its Subsidiaries has entered into or received any consent, decree, compliance order, or administrative order pursuant to all applicable Environmental Laws. (ii) Each of the Company and each of its Subsidiaries holds are in full compliance with all terms and conditions of such Environmental Approvals, (iii) neither Company, any of its Subsidiaries nor any of their Environmental Affiliates has received any communication (written or oral), whether from a governmental authority, citizens group, employee or otherwise, that alleges that Company, any of its Subsidiaries or any of their Environmental Affiliates are not in full compliance with all Environmental Permits necessary Laws, and (iv) to conduct its operations including the Loan Parties' best knowledge after due inquiry, there are no circumstances that may prevent or interfere with such full compliance in the future, except to the extent any such as are required as a result of the transactions contemplated hereby. Schedule 4.22 contains a true, complete and accurate list of all such Environmental Permits and, where applicable, their expiration dates. The Company does circumstances described in the foregoing clauses (i) through (iv) could not have any reason to believe that any such Environmental Permits (A) will not reasonably be renewed, or (B) will be renewed under terms that are reasonably likely expected to have a Material Adverse Effect. (iiib) Neither Except as set forth in SCHEDULE 5.13, and except for any Environmental Claims which individually or in the Company nor aggregate could not reasonably be expected to have a Material Adverse Effect, 126 there is no Environmental Claim pending or threatened against Company, any of its Subsidiaries has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled or released any substance including without limitation any Materials of Environmental Concern, or operated any property or facility (and no such property or facility, including the Leased Real Property, is contaminated by any such substance) in a manner that has given rise to Liability pursuant to any applicable Environmental Laws, including any Liability for response costs, corrective action costs, personal injury, property damage, natural resources damage or attorney fees, or any investigative, corrective or remedial obligationsof their Environmental Affiliates. (bc) There are no reportspast or present actions, studiesactivities, assessmentscircumstances, auditsconditions, and other similar documents events or incidents, including, without limitation, the release, emission, discharge or disposal of any Hazardous Materials, that could form the basis of any Environmental Claims against Company, any of its Subsidiaries or any of their Environmental Affiliates, which Environmental Claims, individually or in the possession aggregate, could reasonably be expected to have a Material Adverse Effect. (d) No Release or control of the Cleanup has occurred at any property currently or formerly owned or leased by Company or any of its Subsidiaries or the Sellers that address any issues of actual or potential noncompliance with or actual or potential liability under, any Environmental Laws that may affect the Company or any of its Subsidiaries. Copies of all such reports have been provided or made available to Buyer prior to the signing hereof. (c) None of the matters set forth on Schedule 4.22, or any aggregation thereof, could reasonably be expected to result in the assertion or creation of a Lien on said property by any governmental body or agency with respect thereto, nor has any such assertion of a Lien been made by any governmental body or agency with respect thereto, except for any such Liens which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. (e) Company is not aware of any current or pending Environmental Laws, including Environmental Approvals that are subject to renewal, that are reasonably likely to require Company or its Subsidiaries, individually or in the aggregate, to incur, over the six fiscal years commencing with the year 2000, costs for capital expenditures for the purposes of maintaining or coming into compliance with said current or pending Environmental Laws, except for capital expenditures that could not, individually or in the aggregate, have a Material Adverse Effect.

Environmental Protection. (a) Except as set forth on Schedule 4.22: (i) Each The operations of the Company and each of its Subsidiaries has complied (including, without limitation, all operations and conditions at or in the Facilities) comply in all material respects with all applicable Environmental Laws. Each of the ; (ii) Company and each of its Subsidiaries has prepared and filed with the appropriate have obtained all material Governmental Authorities all reports, notificationsAuthorizations under Environmental Laws necessary to their respective operations, and filings required pursuant to any applicable Environmental Laws for the operation of the all such Governmental Authorizations are in good standing, and Company and the operation or occupation each of the Leased Real Property including any its Subsidiaries are in compliance with all material terms and conditions of such as are required as a result of the transactions contemplated hereby. Since January 1, 2007, neither the Governmental Authorizations; (iii) Neither Company nor any of its Subsidiaries has received (a) any notice or other claim to the effect that it is or may be liable to any Person as a result of or in connection with any Hazardous Materials or (b) any letter or request for information regarding any actual under Section 104 of the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. ' 9604) or alleged violation ofcomparable state laws, any actual or potential Liability underand, to the best knowledge of Company, none of the operations of Company or any corrective of its Subsidiaries is the subject of any federal or remedial obligation under, state investigation relating to or in connection with any Hazardous Materials at any Facility or at any other location; (iv) None of the operations of Company or any of its Subsidiaries is subject to any judicial or administrative proceeding alleging the violation of or liability under any Environmental Law and Laws which could reasonably be expected to have a Material Adverse Effect; (v) To the Knowledge knowledge of the Company, no basis for neither Company nor any such notice exists. of its Subsidiaries nor any of their respective Facilities or operations are subject to any outstanding written order or agreement with any governmental authority or private party relating to (a) any Environmental Laws or (b) any Environmental Claims that could reasonably be expected to have a Material Adverse Effect; (vi) Neither the Company nor any of its Subsidiaries has been notified any material contingent liability in connection with any Release of any Hazardous Materials by Company or any of its Subsidiaries; (vii) Neither Company nor any of its Subsidiaries nor, to the knowledge of Company, any predecessor of Company or any of its Subsidiaries has filed any notice under any Environmental Law indicating past or present treatment or Release of Hazardous Materials at any Facility, and none of Company's or any of its Subsidiaries' operations involves the generation, transportation, treatment, storage or disposal of hazardous waste, as defined under 40 C.F.R. Parts 260-270 or any state equivalent; (viii) To the knowledge of Company, no Hazardous Materials exist on or under any Facility in a manner that it is potentially responsible or liablehas a reasonable possibility of giving rise to an Environmental Claim having a Material Adverse Effect, or received any requests for information or other correspondence concerning any site or facility, under the applicable Environmental Laws. Neither the and neither Company nor any of its Subsidiaries has entered into filed any notice or received report of a Release of any consent, decree, compliance order, or administrative order pursuant Hazardous Materials that has a reasonable possibility of giving rise to all applicable an Environmental Laws. (ii) Each of the Company and each of its Subsidiaries holds all Environmental Permits necessary to conduct its operations including any such as are required as a result of the transactions contemplated hereby. Schedule 4.22 contains a true, complete and accurate list of all such Environmental Permits and, where applicable, their expiration dates. The Company does not have any reason to believe that any such Environmental Permits (A) will not be renewed, or (B) will be renewed under terms that are reasonably likely to have Claim having a Material Adverse Effect.; (iiiix) Neither the Company nor any of its Subsidiaries nor, to the knowledge of Company, any of their respective predecessors has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled or released of any substance including without limitation any Hazardous Materials of Environmental Concern, or operated any property or facility (and no such property or facility, including the Leased Real Property, is contaminated by any such substance) in a manner that has given a reasonable possibility of giving rise to Liability pursuant to any applicable an Environmental Laws, including any Liability for response costs, corrective action costs, personal injury, property damage, natural resources damage or attorney fees, or any investigative, corrective or remedial obligations. (b) There are no reports, studies, assessments, audits, and other similar documents in the possession or control of the Company or any of its Subsidiaries or the Sellers that address any issues of actual or potential noncompliance with or actual or potential liability under, any Environmental Laws that may affect the Company or any of its Subsidiaries. Copies of all such reports have been provided or made available to Buyer prior to the signing hereof. (c) None of the matters set forth on Schedule 4.22, or any aggregation thereof, could reasonably be expected to result in Claim having a Material Adverse Effect; (x) To the knowledge of Company, no underground storage tanks or surface impoundments are on or at any Facility; and (xi) To the knowledge of Company, no Lien in favor of any Person relating to or in connection with any Environmental Claim has been filed or has been attached to any Facility.

Environmental Protection. (a) Except as set forth on Schedule 4.22: (i) Each All Facilities and operations of the Company each Obligor and each of its Subsidiaries has complied are, and have been to the Obligors' knowledge, in all material respects compliance with all applicable Environmental Laws. Each of the Company and each of its Subsidiaries has prepared and filed with the appropriate Governmental Authorities all reports, notifications, and filings required pursuant to any applicable Environmental Laws for the operation of the Company and the operation or occupation of the Leased Real Property including any such as are required as a result of the transactions contemplated hereby. Since January 1, 2007, neither the Company nor any of its Subsidiaries has received any notice or other information regarding any actual or alleged violation of, any actual or potential Liability under, or any corrective or remedial obligation under, any Environmental Law and to the Knowledge of the Company, no basis except for any such notice exists. Neither noncompliance which, individually or in the Company nor any of its Subsidiaries has been notified that it is potentially responsible or liableaggregate, or received any requests for information or other correspondence concerning any site or facility, under the applicable Environmental Laws. Neither the Company nor any of its Subsidiaries has entered into or received any consent, decree, compliance order, or administrative order pursuant to all applicable Environmental Laws. (ii) Each of the Company and each of its Subsidiaries holds all Environmental Permits necessary to conduct its operations including any such as are required as a result of the transactions contemplated hereby. Schedule 4.22 contains a true, complete and accurate list of all such Environmental Permits and, where applicable, their expiration dates. The Company does could not have any reason to believe that any such Environmental Permits (A) will not reasonably be renewed, or (B) will be renewed under terms that are reasonably likely expected to have a Material Adverse Effect. (iiib) Neither the Company nor any of its Subsidiaries There is no, and has treatedbeen no, storedcondition, disposed of, arranged for or permitted the disposal of, transported, handled or released any substance including without limitation any Materials of Environmental Concernoccurrence, or operated Hazardous Materials Activity arising (a) at any property Facilities or, to the knowledge of either Obligor, at any other location or facility (and no such property or facility, including the Leased Real Property, is contaminated by any such substance) in a manner that has given rise to Liability pursuant to any applicable Environmental Laws, including any Liability for response costs, corrective action costs, personal injury, property damage, natural resources damage or attorney fees, or any investigative, corrective or remedial obligations. (b) There are no reportsin connection with the operations of either Obligor or its Subsidiaries (including the transportation of Hazardous Materials in accordance with applicable regulations), studieswhich condition, assessments, audits, and other similar documents in occurrence or Hazardous Materials Activity could reasonably be expected to form the possession or control basis of the Company an Environmental Claim against either Obligor or any of its Subsidiaries and which, individually or in the Sellers that address any issues of actual or potential noncompliance with or actual or potential liability under, any Environmental Laws that may affect the Company or any of its Subsidiaries. Copies of all such reports have been provided or made available to Buyer prior to the signing hereof. (c) None of the matters set forth on Schedule 4.22, or any aggregation thereofaggregate, could reasonably be expected to result in have a Material Adverse Effect. (c) There are no pending or, to either Obligor's knowledge, threatened Environmental Claims against either Obligor or its Subsidiaries, and neither Obligor nor its Subsidiaries have received any written notices, inquiries, or requests for information with respect to any Environmental Claims which if adversely determined could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) Except as disclosed to the Agent, the Board, the Participants and the Lenders in writing on or prior to the Closing Date, neither Obligor nor any of its Subsidiaries is currently operating or required to be operating under any compliance order, schedule, decree or agreement, any consent decree, order or agreement, and/or any corrective action decree, order or agreement issued or entered into under any Environmental Law, the failure to comply with which could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Environmental Protection. (a) Except as set forth on in Section 2.16 of the Seller Disclosure Schedule 4.22hereto: (i) Each of the Company and each of its Subsidiaries has complied is in all material respects compliance with all applicable Environmental Laws. Each of the Company and each of its Subsidiaries has prepared and filed with the appropriate Governmental Authorities all reports, notifications, and filings required pursuant to any within the period of all applicable Environmental Laws for the operation statutes of the Company and the operation or occupation of the Leased Real Property including any such as are required as a result of the transactions contemplated hereby. Since January 1, 2007, neither the Company nor any of its Subsidiaries has received any notice or other information regarding any actual or alleged violation of, any actual or potential Liability under, or any corrective or remedial obligation under, any Environmental Law and to the Knowledge of the Company, no basis for any such notice exists. Neither the Company nor any of its Subsidiaries limitations has been notified in such compliance; and there are no circumstances that it is potentially responsible are reasonably likely to prevent or liable, or received any requests for information or other correspondence concerning any site or facility, under interfere with such compliance in the applicable Environmental Laws. Neither the Company nor any of its Subsidiaries has entered into or received any consent, decree, compliance order, or administrative order pursuant to all applicable Environmental Lawsfuture. (ii) Each of the Company and each of its the Subsidiaries holds all Environmental Permits necessary to conduct its operations including any such as they are required as a result of the transactions contemplated herebycurrently conducted. Schedule 4.22 2.16 contains a true, true and complete and accurate list of all such Environmental Permits and, where applicable, their expiration dates. The Company does not have None of the Company, any of its Subsidiaries, or Seller has any reason to believe that any such Environmental Permits (A) will not be renewed, or (B) will be renewed under terms that are reasonably likely to have a Material Adverse Effectan adverse effect on the ability of the Company and its Subsidiaries to operate their respective businesses in the ordinary course. (iii) Neither There are no Materials of Environmental Concern present at, and no Materials of Environmental Concern are or have been in any way released or reasonably likely to be released from, any property currently or formerly owned, leased or otherwise operated by the Company nor or any Subsidiary of the Company, or as a result of present or former operations of the Company or any Subsidiary of the Company, that are reasonably likely to be in violation of, or otherwise to give rise to Liability of the Company or any Subsidiary of the Company under, any Environmental Law. (iv) No reports of any kind have been made to or required by an Governmental Authority pursuant to any Environmental Law concerning spills or any other releases of any kind, at, or in any way from, any property currently or formerly owned, leased or otherwise operated by the Company or any Subsidiary of the Company, or as a result of present or former operations of the Company or any Subsidiary of the Company, for which spills, releases, or reports thereof the Company or any Subsidiary of the Company may be liable under any Environmental Law. True and complete copies of all written reports concerning such spills and other releases have been provided or made available to Buyer. (v) None of the following are or have been on, under, in or at any property currently or formerly owned, leased or otherwise operated by the Company or any Subsidiary of the Company: (A) underground or aboveground storage tanks containing any (vi) None of the Company, any of its Subsidiaries has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled or released any substance including without limitation any Materials of Environmental ConcernSubsidiaries, or operated Seller has received any property or facility (and no such property or facilityEnvironmental Claim, including and, to the Leased Real Propertyknowledge of the Company, is contaminated by any such substance) in a manner that has given rise to Liability pursuant to any applicable Environmental Laws, including any Liability for response costs, corrective action costs, personal injury, property damage, natural resources damage or attorney fees, or any investigative, corrective or remedial obligations. (b) There are no reports, studies, assessments, auditsof its Subsidiaries, and other similar documents in the possession or control of Seller, no Environmental Claim against the Company or any of its Subsidiaries or has been threatened. (vii) None of the Sellers that address any issues of actual or potential noncompliance with or actual or potential liability underCompany, any Environmental Laws that may affect of its Subsidiaries, or Seller has entered into, agreed to, nor is the Company or any of its Subsidiaries. Copies Subsidiaries otherwise subject to any judgment, decree, order or similar requirement under any Environmental Law, nor is the Company, any of all its Subsidiaries or Seller negotiating any such reports have been provided judgment, decree, order or made available to Buyer prior to the signing hereofrequirement. (cviii) None of the matters set forth on Schedule 4.22Company, any of its Subsidiaries, or Seller has assumed or retained, contractually or by operation of Law, any aggregation thereofLiabilities or obligations, contingent or otherwise, in connection with any Environmental Law. (ix) There are no past or present actions, activities, events, conditions or circumstances, including without limitation, the release, threatened release, emission, discharge, generation, treatment, storage or disposal of Materials of Environmental Concern, that could reasonably be expected give rise to result in a Material Adverse Effectany Liability or obligation of the Company or any of the Subsidiaries under any Environmental Laws.

Environmental Protection. (a) Except as set forth on Schedule 4.22in SCHEDULE 5.13 annexed hereto: (i) Each of the Company and each neither Borrower nor any of its Subsidiaries has complied in all material respects with all applicable Environmental Laws. Each nor any of the Company and each of its Subsidiaries has prepared and filed with the appropriate Governmental Authorities all reports, notifications, and filings required pursuant their respective Facilities or operations are subject to any applicable outstanding written order, consent decree or settlement agreement with any Person relating to (a) any Environmental Laws for Law, (b) any Environmental Claim, or (c) any Hazardous Materials Activity that, individually or in the operation of the Company and the operation or occupation of the Leased Real Property including any such as are required as aggregate, could reasonably be expected to have a result of the transactions contemplated hereby. Since January 1, 2007, Material Adverse Effect; (ii) neither the Company Borrower nor any of its Subsidiaries has received any notice letter or other request for information regarding under Section 104 of the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. Section 9604) or any actual comparable state law liability for which can reasonably be expected to have a Material Adverse Effect, liability for which can reasonably be expected to have a Material Adverse Effect; (iii) there are and, to Borrower's knowledge, have been no conditions, occurrences, or alleged violation ofHazardous Materials Activities which could reasonably be expected to form the basis of an Environmental Claim against Borrower or any of its Subsidiaries that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect; (iv) any actual generation, transportation, treatment, storage or potential Liability underdisposal of hazardous waste, as defined under 40 C.F.R. Parts 260-270, or any corrective state equivalent, that has been conducted by Borrower or remedial obligation under, any Environmental Law and to the Knowledge of the Company, no basis for any such notice exists. Neither the Company nor any of its Subsidiaries has been notified that it is potentially responsible or liable, or received any requests for information or other correspondence concerning any site or facility, under the conducted in material compliance with all applicable Environmental Laws. Neither Notwithstanding anything in this subsection 5.13 to the Company nor contrary, no event or condition has occurred or is occurring with respect to Borrower or any of its Subsidiaries has entered into or received relating to any consentEnvironmental Law, decree, compliance orderany Release of Hazardous Materials, or administrative order pursuant to all applicable Environmental Laws. (ii) Each of the Company and each of its Subsidiaries holds all Environmental Permits necessary to conduct its operations any Hazardous Materials Activity, including any such as are required as a result of matter disclosed on SCHEDULE 5.13 annexed hereto, which individually or in the transactions contemplated hereby. Schedule 4.22 contains a true, complete and accurate list of all such Environmental Permits and, where applicable, their expiration dates. The Company does not have any reason to believe that any such Environmental Permits (A) will not aggregate has had or could reasonably be renewed, or (B) will be renewed under terms that are reasonably likely expected to have a Material Adverse Effect. (iii) Neither . Borrower anticipates that all material expenditures relating to the Company nor any of its Subsidiaries has treated, stored, disposed of, arranged Scotts Valley and Palo Alto facilities for known environmentally hazardous conditions will be covered by either the fixed pricing contracts or permitted the disposal of, transported, handled or released any substance including without limitation any Materials of Environmental Concern, or operated any property or facility (and no such property or facility, including the Leased Real Property, is contaminated by any such substance) in a manner that has given rise to Liability pursuant to any applicable Environmental Laws, including any Liability for response costs, corrective action costs, personal injury, property damage, natural resources damage or attorney fees, or any investigative, corrective or remedial obligations. (b) There are no reports, studies, assessments, audits, and other similar documents insurance described in the possession or control of the Company or any of its Subsidiaries or the Sellers that address any issues of actual or potential noncompliance with or actual or potential liability under, any Environmental Laws that may affect the Company or any of its Subsidiaries. Copies of all such reports have been provided or made available to Buyer prior to the signing hereofProxy. (c) None of the matters set forth on Schedule 4.22, or any aggregation thereof, could reasonably be expected to result in a Material Adverse Effect.

Environmental Protection. (a) Except as set forth on Schedule 4.22in SCHEDULE 4.13 annexed hereto: (i) Each of the neither Company and each nor any of its Subsidiaries has complied in all material respects with all applicable Environmental Laws. Each nor any of the Company and each of its Subsidiaries has prepared and filed with the appropriate Governmental Authorities all reports, notifications, and filings required pursuant their respective Facilities or operations are subject to any applicable outstanding written order, consent decree or settlement agreement with any Person relating to (a) any Environmental Laws for the operation of the Company and the operation Law, (b) any Environmental Claim, or occupation of the Leased Real Property including (c) any such as are required as a result of the transactions contemplated hereby. Since January 1, 2007, Hazardous Materials Activity; (ii) neither the Company nor any of its Subsidiaries has received any notice letter or other request for information regarding under Section 104 of the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. Section 9604) or any actual or alleged violation ofcomparable state law; (iii) there are and, any actual or potential Liability underto Company's knowledge, have been no conditions, occurrences, or Hazardous Materials Activities which could reasonably be expected to form the basis of an Environmental Claim against Company or any corrective or remedial obligation under, any Environmental Law and to the Knowledge of the Company, no basis for any such notice exists. Neither the its Subsidiaries; (iv) neither Company nor any of its Subsidiaries has been notified that it is potentially responsible nor, to Company's knowledge, any predecessor of Company or liable, or received any requests for information or other correspondence concerning any site or facility, under the applicable Environmental Laws. Neither the Company nor any of its Subsidiaries has entered into filed any notice under any Environmental law indicating past or received present treatment of Hazardous Materials at any consentFacility, decreeand none of Company's or any of its Subsidiaries' operations involves the generation, transportation, treatment, storage or disposal of hazardous wastes, as defined under 40 C.F.R. Parts 260-170 or any state equivalent; (v) compliance order, with all current or administrative order reasonably foreseeable future requirements pursuant to all applicable or under Environmental Laws. (ii) Each Laws will not, individually or in the aggregate, have a reasonable possibility of giving rise to a Material Adverse Effect. Notwithstanding anything in this Section 4.13 to the contrary, no event or condition has occurred or is occurring with respect to Company and each or any of its Subsidiaries holds all relating to any Environmental Permits necessary to conduct its operations Law, any Release of Hazardous Materials, or any Hazardous Materials Activity, including any such as are required as a result of matter disclosed on SCHEDULE 4.13 annexed hereto, which individually or in the transactions contemplated hereby. Schedule 4.22 contains a true, complete and accurate list of all such Environmental Permits and, where applicable, their expiration dates. The Company does not have any reason to believe that any such Environmental Permits (A) will not aggregate has had or could reasonably be renewed, or (B) will be renewed under terms that are reasonably likely expected to have a Material Adverse Effect. (iii) Neither the Company nor any of its Subsidiaries has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled or released any substance including without limitation any Materials of Environmental Concern, or operated any property or facility (and no such property or facility, including the Leased Real Property, is contaminated by any such substance) in a manner that has given rise to Liability pursuant to any applicable Environmental Laws, including any Liability for response costs, corrective action costs, personal injury, property damage, natural resources damage or attorney fees, or any investigative, corrective or remedial obligations. (b) There are no reports, studies, assessments, audits, and other similar documents in the possession or control of the Company or any of its Subsidiaries or the Sellers that address any issues of actual or potential noncompliance with or actual or potential liability under, any Environmental Laws that may affect the Company or any of its Subsidiaries. Copies of all such reports have been provided or made available to Buyer prior to the signing hereof. (c) None of the matters set forth on Schedule 4.22, or any aggregation thereof, could reasonably be expected to result in a Material Adverse Effect.

Environmental Protection. (a) Except as set forth on Schedule 4.22: (i) Each To the knowledge of Pathmark and Plainbridge, Pathmark and its Affiliates have obtained all permits, licenses and other authorizations which are required under the Environmental Laws for the ownership, use and operation of the Company Dayton Facility, the Grocery Facilities and each of the Acquired Assets; all such permits, licenses and authorizations are in effect; no appeal or any other action is pending to revoke any such permit, license or authorization; and Pathmark and its Subsidiaries has complied Affiliates are in compliance in all material respects with all applicable Environmental Laws. Each terms and conditions of the Company all such permits, licenses and each of its Subsidiaries has prepared and filed with the appropriate Governmental Authorities all reports, notifications, and filings required pursuant to any applicable Environmental Laws for the operation of the Company and the operation or occupation of the Leased Real Property including any such as are required as a result of the transactions contemplated hereby. Since January 1, 2007, neither the Company nor any of its Subsidiaries has received any notice or other information regarding any actual or alleged violation of, any actual or potential Liability under, or any corrective or remedial obligation under, any Environmental Law and to the Knowledge of the Company, no basis for any such notice exists. Neither the Company nor any of its Subsidiaries has been notified that it is potentially responsible or liable, or received any requests for information or other correspondence concerning any site or facility, under the applicable Environmental Laws. Neither the Company nor any of its Subsidiaries has entered into or received any consent, decree, compliance order, or administrative order pursuant to all applicable Environmental Lawsauthorizations. (ii) Each To the knowledge of Pathmark and Plainbridge, Pathmark and its Affiliates are in compli- ance in all material respects with all Environmental Laws with respect to the operations and activities of the Company Dayton Facility, the Grocery Facilities and each of its Subsidiaries holds all Environmental Permits necessary to conduct its operations including any such as are required as a result of the transactions contemplated hereby. Schedule 4.22 contains a true, complete and accurate list of all such Environmental Permits and, where applicable, their expiration dates. The Company does not have any reason to believe that any such Environmental Permits (A) will not be renewed, or (B) will be renewed under terms that are reasonably likely to have a Material Adverse EffectAcquired Assets. (iii) Neither Pathmark and its Affiliates have delivered to Purchasers true and complete copies of any environmental studies made in the Company last five years relating to the Dayton Facility, the Grocery Facilities and the Acquired Assets. (iv) There is no civil, criminal or administrative action, suit, demand, claim, hearing, notice of violation, investigation, proceeding, notice or demand letter existing or pending, or, to the knowledge of Pathmark or Plainbridge, threatened against or involving the Dayton Facility, the Grocery Facilities or the Acquired Assets that relate in any way to the Environmental Laws or any order, decree, judgment, injunction, notice or demand letter issued to Pathmark or Plainbridge thereunder. Except as set forth in the environmental studies delivered to Purchasers, neither Pathmark nor any of its Subsidiaries Affiliates has treatedreceived any written notice or order affecting the Dayton Facility, stored, disposed of, arranged for the Grocery Facilities or permitted the disposal of, transported, handled Acquired Assets from any Governmental Authority or released any substance including without limitation any Materials of Environmental Concern, or operated any property or facility (and no such property or facility, including the Leased Real Property, is contaminated by any such substance) in a manner that has given rise to Liability pursuant to any applicable Environmental Laws, including any Liability for response costs, corrective action costs, personal injury, property damage, natural resources damage or attorney fees, or any investigative, corrective or remedial obligations. (b) There are no reports, studies, assessments, audits, and other similar documents in the possession or control of the Company third party advising Pathmark or any of its Subsidiaries Affiliates that they are responsible or potentially responsible for cleanup or paying the Sellers that address cost of cleanup of any issues of actual or potential noncompliance with or actual or potential liability under, any Environmental Laws that may affect the Company Hazardous Substances and Pathmark or any of its Subsidiaries. Copies of all Affiliates have not entered into any agreements concerning any such reports have been provided or made available to Buyer prior to the signing hereofcleanup. (cv) None of the matters Except as set forth on Schedule 4.22in the environmental studies delivered to Purchasers, to the knowledge of Pathmark and Plainbridge, Pathmark and its Affiliates have not Released, discharged, buried, dumped or disposed of any Hazardous Substances on, or any aggregation thereofbeneath or adjacent to the Dayton Facility, could reasonably be expected to result the Grocery Facilities or the Acquired Assets, except in a Material Adverse Effectcompliance with applicable Environmental Laws.

Environmental Protection. (a) Except as set forth on Schedule 4.22: (i) Each The operations of the Company and each of its Subsidiaries has complied (including, without limitation, all operations and conditions at or in the Facilities) comply in all material respects with all applicable Environmental Laws. Each of the ; (ii) Company and each of its Subsidiaries has prepared and filed with the appropriate have obtained all material Governmental Authorities all reports, notificationsAuthorizations under Environmental Laws necessary to their respective operations, and filings required pursuant to any applicable Environmental Laws for the operation of the all such Governmental Authorizations are in good standing, and Company and the operation or occupation each of the Leased Real Property including any its Subsidiaries are in compliance with all material terms and conditions of such as are required as a result of the transactions contemplated hereby. Since January 1, 2007, neither the Governmental Authorizations; (iii) Neither Company nor any of its Subsidiaries has received (a) any notice or other claim to the effect that it is or may be liable to any Person as a result of or in connection with any Hazardous Materials or (b) any letter or request for information regarding any actual under Section 104 of the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. (S) 9604) or alleged violation ofcomparable state laws, any actual or potential Liability underand, to the best knowledge of Company, none of the operations of Company or any corrective of its Subsidiaries is the subject of any federal or remedial obligation under, state investigation relating to or in connection with any Hazardous Materials at any Facility or at any other location; (iv) None of the operations of Company or any of its Subsidiaries is subject to any judicial or administrative proceeding alleging the violation of or liability under any Environmental Law and Laws which could reasonably be expected to have a Material Adverse Effect; (v) To the Knowledge knowledge of the Company, no basis for neither Company nor any such notice exists. of its Subsidiaries nor any of their respective Facilities or operations are subject to any outstanding written order or agreement with any governmental authority or private party relating to (a) any Environmental Laws or (b) any Environmental Claims that could reasonably be expected to have a Material Adverse Effect; (vi) Neither the Company nor any of its Subsidiaries has been notified any material contingent liability in connection with any Release of any Hazardous Materials by Company or any of its Subsidiaries; (vii) Neither Company nor any of its Subsidiaries nor, to the knowledge of Company, any predecessor of Company or any of its Subsidiaries has filed any notice under any Environmental Law indicating past or present treatment or Release of Hazardous Materials at any Facility, and none of Company's or any of its Subsidiaries' operations involves the generation, transportation, treatment, storage or disposal of hazardous waste, as defined under 40 C.F.R. Parts 260-270 or any state equivalent; (viii) To the knowledge of Company, no Hazardous Materials exist on or under any Facility in a manner that it is potentially responsible or liablehas a reasonable possibility of giving rise to an Environmental Claim having a Material Adverse Effect, or received any requests for information or other correspondence concerning any site or facility, under the applicable Environmental Laws. Neither the and neither Company nor any of its Subsidiaries has entered into filed any notice or received report of a Release of any consent, decree, compliance order, or administrative order pursuant Hazardous Materials that has a reasonable possibility of giving rise to all applicable an Environmental Laws. (ii) Each of the Company and each of its Subsidiaries holds all Environmental Permits necessary to conduct its operations including any such as are required as a result of the transactions contemplated hereby. Schedule 4.22 contains a true, complete and accurate list of all such Environmental Permits and, where applicable, their expiration dates. The Company does not have any reason to believe that any such Environmental Permits (A) will not be renewed, or (B) will be renewed under terms that are reasonably likely to have Claim having a Material Adverse Effect.; (iiiix) Neither the Company nor any of its Subsidiaries nor, to the knowledge of Company, any of their respective predecessors has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled or released of any substance including without limitation any Hazardous Materials of Environmental Concern, or operated any property or facility (and no such property or facility, including the Leased Real Property, is contaminated by any such substance) in a manner that has given a reasonable possibility of giving rise to Liability pursuant to any applicable an Environmental Laws, including any Liability for response costs, corrective action costs, personal injury, property damage, natural resources damage or attorney fees, or any investigative, corrective or remedial obligations. (b) There are no reports, studies, assessments, audits, and other similar documents in the possession or control of the Company or any of its Subsidiaries or the Sellers that address any issues of actual or potential noncompliance with or actual or potential liability under, any Environmental Laws that may affect the Company or any of its Subsidiaries. Copies of all such reports have been provided or made available to Buyer prior to the signing hereof. (c) None of the matters set forth on Schedule 4.22, or any aggregation thereof, could reasonably be expected to result in Claim having a Material Adverse Effect; (x) To the knowledge of Company, no underground storage tanks or surface impoundments are on or at any Facility; and (xi) To the knowledge of Company, no Lien in favor of any Person relating to or in connection with any Environmental Claim has been filed or has been attached to any Facility.

Environmental Protection. (a) Except as set forth on Schedule 4.223.12 or in the Company SEC Documents filed prior to the date hereof: (i) Each of the The Company and each of its Subsidiaries has complied are in all material respects compliance with all applicable Environmental Laws. Each of Envi ronmental Laws (as defined in Section 3.12(b)(ii) hereof) except where the failure to comply, individually or in the aggregate, would not be reasonably likely to have a material adverse effect on the Company and each of its Subsidiaries has prepared and filed with the appropriate Governmental Authorities all reportsSubsidiar ies, notificationstaken as a whole, and filings required pursuant to any applicable Environmental Laws for the operation of the Company and the operation or occupation of the Leased Real Property including any such as are required as a result of the transactions contemplated hereby. Since January 1, 2007, neither the Company nor any of its Subsidiaries has received any notice communication (written or other information regarding oral) from any actual person or alleged violation of, any actual or potential Liability under, Governmental Entity that alleges that the Company or any corrective or remedial obligation under, any of its Subsidiaries is not in such compliance with applicable Environmental Law and to Laws. To the Knowledge knowledge of the Company, no future compliance with all applicable Environmental Laws will not require the Company or its Subsidiaries to incur costs, beyond those currently budgeted for the three Company fiscal years beginning with April 1, 1998, that, individually or in the aggregate, would be reasonably likely to have a material adverse effect on the Company and its Subsidiar ies, taken as a whole. (ii) (A) The Company and each of its Subsidiaries have obtained or have applied for all envi ronmental, health and safety permits and governmental authorizations (collectively, the "Environmental Per mits") necessary for the conduct of their operations except where the failure to so obtain, individually or in the aggregate, would not be reasonably likely to have a material adverse effect on the Company and its Subsidiar ies, taken as a whole, (B) all such Environmental Permits are in full force and effect or, where applicable, a renewal application has been timely filed and is pending agency approval except where the failure of such Environ mental Permits to be in full force and effect or to have filed a renewal application on a timely basis for any such notice exists. Neither would not be reasonably likely to have, individually or in the aggregate, a material adverse effect on the Company and its Subsidiaries, taken as a whole, (C) the Company and its Subsidiaries are in material compliance with all terms and conditions of the Environmental Permits, except where failure to so comply, individually or in the aggre gate, would not be reasonably likely to have a material adverse effect on the Company and its Subsidiaries, taken as a whole, and (D) neither the Company nor any of its Subsidiaries has been notified advised by any Governmental Entity of any potential change in the terms and conditions of the Environmental Permits either prior to or upon their renewal, except for such potential changes as would not be reasonably likely to have, individually or in the aggregate, a material adverse effect. (iii) There are no Environmental Claims (as defined in Section 3.12(b)(i) hereof) that it is potentially responsible would be reasonably likely to have, individually or liablein the aggregate, or received any requests for information or other correspondence concerning any site or facility, under the applicable Environmental Laws. Neither a material adverse effect on the Company nor and its Subsidiaries, taken as a whole, pending or, to the knowledge of the Company, threatened, (A) against the Company or any of its Subsidiaries, (B) to the knowledge of the Company, against any person or entity whose lia bility for any Environmental Claim the Company or any of its Subsidiaries has entered into or received any consent, decree, compliance order, may have retained or administrative order pursuant to all applicable Environmental Laws. (ii) Each assumed either contractually or by operation of the Company and each of its Subsidiaries holds all Environmental Permits necessary to conduct its operations including any such as are required as a result of the transactions contemplated hereby. Schedule 4.22 contains a true, complete and accurate list of all such Environmental Permits and, where applicable, their expiration dates. The Company does not have any reason to believe that any such Environmental Permits (A) will not be renewedlaw, or (BC) will be renewed under terms that are reasonably likely to have a Material Adverse Effect. (iii) Neither the Company nor against any of its Subsidiaries has treatedcurrently owned, storedleased or managed, disposed ofin whole or in part, arranged for real or permitted the disposal of, transported, handled or released any substance including without limitation any Materials of Environmental Concern, or operated any personal property or facility (and no such property or facility, including the Leased Real Property, is contaminated by any such substance) in a manner that has given rise to Liability pursuant to any applicable Environmental Laws, including any Liability for response costs, corrective action costs, personal injury, property damage, natural resources damage or attorney fees, or any investigative, corrective or remedial obligations. (b) There are no reports, studies, assessments, audits, and other similar documents in the possession or control operations of the Company or any of its Subsidiaries or, to the knowl edge of the Company, against any formerly owned, leased or managed, in whole or in part, real or personal prop erty or operations of the Sellers Company or any of its Subsid iaries. (iv) The Company has no knowledge of any Releases (as defined in Section 3.12(b)(iv) hereof) of any Hazardous Material (as defined in Section 3.12(b)(iii) hereof) that address any issues would be reasonably likely to form the basis of actual or potential noncompliance with or actual or potential liability under, any Environmental Laws that may affect Claim against the Company or any of its Subsidiaries. Copies , or against any person or entity whose liability for any Environmental Claim the Company or any of all such reports its Subsidiaries has or may have been provided re tained or made available assumed either contractually or by operation of law except for any Environmental Claim which, individu ally or in the aggregate, would not be reasonably likely to Buyer prior to have a material adverse effect on the signing hereofCompany and its Subsidiaries, taken as a whole. (cv) None The Company has no knowledge, with respect to any predecessor of the matters set forth Company or any of its Subsidiaries, of any Environmental Claim which, individually or in the aggregate, would be reasonably likely to have a material adverse effect on Schedule 4.22the Company and its Subsidiaries, taken as a whole, pending or threatened, or of any aggregation thereofRelease of Hazardous Materials that would be reasonably likely to form the basis of any Environmental Claim which, could individually or in the aggre gate, would be reasonably be expected likely to result have a material adverse effect on the Company and its Subsidiaries, taken as a whole. (b) As used in a Material Adverse Effect.this Agreement:

Environmental Protection. (a) Except as set forth on Schedule 4.22: (i) Each To the best of the Company and each Borrower Party’s knowledge, none of its Subsidiaries has complied in all material respects with all applicable Environmental Laws. Each of the Company and each of its Subsidiaries has prepared and filed with the appropriate Governmental Authorities all reportstheir or their respective Affiliates’ properties contains any Hazardous Materials that, notifications, and filings required pursuant to any applicable Environmental Laws for the operation of the Company and the operation or occupation of the Leased Real Property including any such as are required as a result of the transactions contemplated hereby. Since January 1, 2007, neither the Company nor any of its Subsidiaries has received any notice or other information regarding any actual or alleged violation of, any actual or potential Liability under, or any corrective or remedial obligation under, under any Environmental Law and to the Knowledge of the Companycurrently in effect, no basis for (1) would impose liability on any such notice exists. Neither the Company nor any of its Subsidiaries has been notified Borrower Party that it is potentially responsible or liable, or received any requests for information or other correspondence concerning any site or facility, under the applicable Environmental Laws. Neither the Company nor any of its Subsidiaries has entered into or received any consent, decree, compliance order, or administrative order pursuant to all applicable Environmental Laws. (ii) Each of the Company and each of its Subsidiaries holds all Environmental Permits necessary to conduct its operations including any such as are required as a result of the transactions contemplated hereby. Schedule 4.22 contains a true, complete and accurate list of all such Environmental Permits and, where applicable, their expiration dates. The Company does not have any reason to believe that any such Environmental Permits (A) will not be renewed, or (B) will be renewed under terms that are reasonably likely to have a Material Adverse Effect. (iii) Neither the Company nor any of its Subsidiaries has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled or released any substance including without limitation any Materials of Environmental Concern, or operated any property or facility (and no such property or facility, including the Leased Real Property, is contaminated by any such substance) in a manner that has given rise to Liability pursuant to any applicable Environmental Laws, including any Liability for response costs, corrective action costs, personal injury, property damage, natural resources damage or attorney fees, or any investigative, corrective or remedial obligations. (b) There are no reports, studies, assessments, audits, and other similar documents in the possession or control of the Company or any of its Subsidiaries or the Sellers that address any issues of actual or potential noncompliance with or actual or potential liability under, any Environmental Laws that may affect the Company or any of its Subsidiaries. Copies of all such reports have been provided or made available to Buyer prior to the signing hereof. (c) None of the matters set forth on Schedule 4.22, or any aggregation thereof, could reasonably be expected to result in a Material Adverse EffectChange or (2) is likely to result in the imposition of a Lien on any assets of any Borrower Party or their respective Affiliates, in each case if not properly handled in accordance with applicable Law. To the best of any Borrower Party’s knowledge, neither it nor any of its Affiliates nor any portion of any Property or the Improvements thereon is in violation of, or subject to any existing, pending or threatened investigation or proceeding by any Governmental Authority under, any Environmental Law. Except for matters, claims, conditions or circumstances as may be disclosed in the reports delivered pursuant to paragraph (9) of Section 4.01 or, with respect to Properties other than Dolphin, disclosed in reports previously delivered to Administrative Agent, no Borrower Party is aware of any matter, claim, condition or circumstance which would reasonably cause a Person to make further inquiry with respect to such matters in order to ascertain whether any Hazardous Materials or their effects have been disposed of or released on or to any portion of any Property, the Improvements thereon or any surrounding areas; no Borrower Party is required by any Environmental Law to obtain any permits or license to construct or use any improvements, fixtures, or equipment with respect to any Property, or if such permit or license is required it has been obtained; and, except as may be disclosed in the reports delivered pursuant to paragraph (9) of Section 4.01 or, with respect to Properties other than Dolphin, disclosed in reports previously delivered to Administrative Agent, to the best of Borrower Party’s knowledge, the prior use of each Property has not resulted in the disposal or release of any Hazardous Materials on or to any portion of the Property or any surrounding areas in violation of applicable Law.

Environmental Protection. (a) Except as set forth on Schedule 4.22in SCHEDULE 5.13 annexed hereto or which would individually or in the aggregate, have a reasonable possibility of giving rise to a Material Adverse Effect: (i) Each of the Company and each of its Subsidiaries has complied in all material respects with all applicable Environmental Laws. Each of the Company and each of its Subsidiaries has prepared and filed with the appropriate Governmental Authorities all reports, notifications, and filings required pursuant to any applicable Environmental Laws for the operation of the Company and the operation or occupation of the Leased Real Property including any such as are required as a result of the transactions contemplated hereby. Since January 1, 2007, neither the Company Borrowers nor any of its their Subsidiaries nor any of their respective Facilities or operations relating to the Project or the Site are subject to any outstanding written order, consent decree or settlement agreement with any Person relating to (a) any Environmental Law, (b) any Environmental Claim, or (c) any Hazardous Materials Activity; (ii) neither Borrowers nor any of their Subsidiaries has received any notice letter or other request for information regarding under Section 104 of the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C.ss. 9604) or any actual comparable state law; (iii) xxxxe are and, to the Borrowers' knowledge, have been no conditions, occurrences, or alleged violation ofHazardous Materials Activities on any of the Facilities which could reasonably be expected to form the basis of an Environmental Claim against Borrowers or any of their Subsidiaries; (iv) neither Borrowers nor any of their Subsidiaries nor, to the Borrowers' knowledge, any actual predecessor of the Borrowers or potential Liability underany of their Subsidiaries has filed any notice under any Environmental Law indicating past or present treatment of Hazardous Materials at any Facility, and none of the Borrowers' or any of their Subsidiaries' operations involves the generation, transportation, treatment, storage or disposal of hazardous waste, as defined under 40 C.F.R. Parts 260-270 or any state equivalent; and (v) compliance with all current or reasonably foreseeable future requirements pursuant to or under Environmental Laws will not, individually or in the aggregate, have a reasonable possibility of giving rise to a Material Adverse Effect. Notwithstanding anything in this subsection 5.13 to the contrary, no event or condition has occurred or is occurring with respect to the Borrowers or any of their Subsidiaries relating to any Environmental Law, any Release of Hazardous Materials, or any corrective or remedial obligation underHazardous Materials Activity, any Environmental Law and to the Knowledge of the Company, no basis for any such notice exists. Neither the Company nor any of its Subsidiaries has been notified that it is potentially responsible or liable, or received any requests for information or other correspondence concerning any site or facility, under the applicable Environmental Laws. Neither the Company nor any of its Subsidiaries has entered into or received any consent, decree, compliance order, or administrative order pursuant to all applicable Environmental Laws. (ii) Each of the Company and each of its Subsidiaries holds all Environmental Permits necessary to conduct its operations including any such as are required as a result of matter disclosed on SCHEDULE 5.13 annexed hereto, which individually or in the transactions contemplated hereby. Schedule 4.22 contains a true, complete and accurate list of all such Environmental Permits and, where applicable, their expiration dates. The Company does not have any reason to believe that any such Environmental Permits (A) will not aggregate has had or could reasonably be renewed, or (B) will be renewed under terms that are reasonably likely expected to have a Material Adverse Effect. (iii) Neither the Company nor any of its Subsidiaries has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled or released any substance including without limitation any Materials of Environmental Concern, or operated any property or facility (and no such property or facility, including the Leased Real Property, is contaminated by any such substance) in a manner that has given rise to Liability pursuant to any applicable Environmental Laws, including any Liability for response costs, corrective action costs, personal injury, property damage, natural resources damage or attorney fees, or any investigative, corrective or remedial obligations. (b) There are no reports, studies, assessments, audits, and other similar documents in the possession or control of the Company or any of its Subsidiaries or the Sellers that address any issues of actual or potential noncompliance with or actual or potential liability under, any Environmental Laws that may affect the Company or any of its Subsidiaries. Copies of all such reports have been provided or made available to Buyer prior to the signing hereof. (c) None of the matters set forth on Schedule 4.22, or any aggregation thereof, could reasonably be expected to result in a Material Adverse Effect.

Environmental Protection. (a) Except as set forth on Schedule 4.22: (i) Each of the Company and each of its Subsidiaries has complied in all material respects with all applicable Environmental Laws. Each of the Company and each of its Subsidiaries has prepared and filed with the appropriate Governmental Authorities all reports, notifications, and filings required pursuant to any applicable Environmental Laws for the operation of the Company and the operation or occupation of the Leased Real Property including any such as are required as a result of the transactions contemplated hereby. Since January 1, 2007, neither the Company Neither Borrower nor any of its Subsidiaries has received any notice or other information regarding any actual or alleged violation of, any actual or potential Liability under, or any corrective or remedial obligation under, any Environmental Law and to the Knowledge of the Company, no basis for any such notice exists. Neither the Company nor any of its Subsidiaries has been notified that it is potentially responsible their respective Facilities or liable, or received operations are subject to any requests for information or other correspondence concerning any site or facility, under the applicable Environmental Laws. Neither the Company nor any of its Subsidiaries has entered into or received any consent, decree, compliance outstanding written order, consent decree or administrative order pursuant settlement agreement with any Person relating to all applicable (a) any Environmental Laws. Law, (iib) Each of the Company and each of its Subsidiaries holds all any Environmental Permits necessary to conduct its operations including any such as are required as a result of the transactions contemplated hereby. Schedule 4.22 contains a true, complete and accurate list of all such Environmental Permits and, where applicable, their expiration dates. The Company does not have any reason to believe that any such Environmental Permits (A) will not be renewedClaim, or (Bc) will be renewed under terms that are reasonably likely to have a Material Adverse Effect. (iii) Neither the Company nor any of its Subsidiaries has treatedHazardous Materials Activity that, stored, disposed of, arranged for individually or permitted the disposal of, transported, handled or released any substance including without limitation any Materials of Environmental Concern, or operated any property or facility (and no such property or facility, including the Leased Real Property, is contaminated by any such substance) in a manner that has given rise to Liability pursuant to any applicable Environmental Laws, including any Liability for response costs, corrective action costs, personal injury, property damage, natural resources damage or attorney fees, or any investigative, corrective or remedial obligations. (b) There are no reports, studies, assessments, audits, and other similar documents in the possession or control of the Company or any of its Subsidiaries or the Sellers that address any issues of actual or potential noncompliance with or actual or potential liability under, any Environmental Laws that may affect the Company or any of its Subsidiaries. Copies of all such reports have been provided or made available to Buyer prior to the signing hereof. (c) None of the matters set forth on Schedule 4.22, or any aggregation thereofaggregate, could reasonably be expected to result in a Material Adverse Effect. (ii) Neither Borrower nor any of its Subsidiaries has received any letter or request for information under Section 104 of the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. § 9604) or any comparable state law with respect to any matter material to the business, operations, properties, assets or condition (financial or otherwise) of Borrower or such Subsidiary. (iii) There are and, to Borrower’s knowledge, have been no conditions, occurrences, or Hazardous Materials Activities that could reasonably be expected to form the basis of an Environmental Claim against Borrower or any of its Subsidiaries that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. (iv) Commencing at least five years prior to the Closing Date and to the extent advisable or required as a result of, or in connection with, its operations or business, Borrower has maintained an environmental management system for its and each of its Subsidiaries’ operations that demonstrates a commitment to environmental compliance and includes procedures for (a) preparing and updating written compliance manuals covering pertinent regulatory areas, (b) tracking changes in applicable Environmental Laws and modifying operations to comply with new requirements thereunder, (c) training employees to comply with applicable environmental requirements and updating such training as necessary, (d) performing regular internal compliance audits of each Facility and ensuring correction of any incidents of non-compliance detected by means of such audits, and (e) reviewing the compliance status of off-site waste disposal facilities. (v) Compliance with all requirements pursuant to or under Environmental Laws would not, individually or in the aggregate, be reasonably expected to result in a Material Adverse Effect.

Environmental Protection. (a) Except as set forth on Schedule 4.22: (i) Each The Company and its Significant Subsidiaries have obtained all permits, licenses and other authorizations which are required under the Environmental Laws (as defined below) for the ownership, use and operation of each property owned, operated or leased by the Company and each of its Significant Subsidiaries has complied (the "Property"), all such permits, licenses and authorizations are in all material respects with all applicable Environmental Laws. Each of full force and effect, no appeal nor any other action is pending to revoke any such permit, license or authorization, and the Company and each its Significant Subsidiaries are in full compliance with all material terms and conditions of its Subsidiaries has prepared all such permits, licenses and filed with authorizations, except where the appropriate Governmental Authorities failure to have all reportssuch permits, notificationslicenses and other authorizations, the failure to be in full force and filings required pursuant to any applicable Environmental Laws for effect and in compliance therewith or the operation existence of the Company and the operation or occupation of the Leased Real Property including any such as are required as a result of the transactions contemplated hereby. Since January 1, 2007, neither the Company nor any of its Subsidiaries has received any notice appeal or other information regarding any actual or alleged violation of, any actual or potential Liability under, or any corrective or remedial obligation under, any Environmental Law and action would not reasonably be expected to the Knowledge of the Company, no basis for any such notice exists. Neither the have a Company nor any of its Subsidiaries has been notified that it is potentially responsible or liable, or received any requests for information or other correspondence concerning any site or facility, under the applicable Environmental Laws. Neither the Company nor any of its Subsidiaries has entered into or received any consent, decree, compliance order, or administrative order pursuant to all applicable Environmental LawsMaterial Adverse Effect. (ii) Each of the The Company and each of its Significant Subsidiaries holds are in compliance in all respects with all Environmental Permits necessary Laws, except where the failure to conduct its operations including be in compliance therewith is not reasonably expected to individually or in any such as are required as series of related occurrences result in a result of the transactions contemplated hereby. Schedule 4.22 contains a true, complete and accurate list of all such Environmental Permits and, where applicable, their expiration dates. The Company does not have any reason to believe that any such Environmental Permits (A) will not be renewed, or (B) will be renewed under terms that are reasonably likely to have a Material Adverse Effect. (iii) There is no suit, action, demand, claim or proceeding pending or, to the knowledge of the Company, threatened against the Company or any of its Significant Subsidiaries nor, to the knowledge of the Company, is there any investigation by any Governmental Entity under way, in any case relating in any way to alleged noncompliance by the Company or any of its Significant Subsidiaries with, or liability of the Company or any of its Significant Subsidiaries under Environmental Laws. (iv) The Company and its Significant Subsidiaries have not, and to the Company's knowledge, no other person has, Released (as defined below), placed, stored, buried or dumped any material quantities of Hazardous Substances (as defined below) on, beneath or adjacent to the Property or, to the knowledge of the Company, any property formerly owned, operated or leased by the Company or its Significant Subsidiaries, except for the presence of such Hazardous Substances as could not reasonably be expected to have a Company Material Adverse Effect. (v) Neither the Company nor any of its Significant Subsidiaries has treatedentered into any agreement that requires them to pay to, storedreimburse, disposed ofguarantee, arranged pledge, defend, indemnify or hold harmless any person for or permitted against any liabilities or costs in connection with any currently pending or, to the disposal ofCompany's knowledge, transportedcurrently threatened suit, handled action, notice, proceeding or released any substance including without limitation any Materials of Environmental Concerninvestigation relating to alleged noncompliance with, or operated any property or facility (and no such property or facilityliability under, including the Leased Real Property, is contaminated by any such substance) in a manner that has given rise to Liability pursuant to any applicable Environmental Laws, including any Liability for response costs, corrective action costs, personal injury, property damage, natural resources damage or attorney fees, or any investigative, corrective or remedial obligations. (bvi) There The Company and its Significant Subsidiaries have not received any written notice or written order from any Governmental Entity or private entity advising them that they are no reports, studies, assessments, audits, responsible for or potentially responsible for cleanup or paying for the cost of Cleanup of any Hazardous Substances and other similar documents in the possession or control of neither the Company or nor any of its Subsidiaries or the Sellers that address Significant Subsidiary has entered into any issues of actual or potential noncompliance with or actual or potential liability underagreements concerning such Cleanup, any Environmental Laws that may affect nor is the Company aware of any material facts which the Company has specific grounds to believe will give rise to such notice, order or any of its Subsidiaries. Copies of all such reports have been provided or made available to Buyer prior to the signing hereofagreement. (cvii) None of As used in this Agreement: "Cleanup" shall mean all actions required to (a) cleanup, remove, treat or remediate Hazardous Substances in the matters set forth on Schedule 4.22indoor or outdoor environment, or any aggregation thereof, could reasonably be expected to result in a Material Adverse Effect.(b)

Environmental Protection. (a) Except as set forth on Schedule 4.22: (i) Each of To Seller's Knowledge, Seller with respect to the Company IGC-Advanced Superconductor Division Assets presently has all permits, licenses and each of its Subsidiaries has complied in all material respects with other authorizations which are required under all applicable Environmental Laws. Each of , except where the Company and each of its Subsidiaries failure to have such permits, licenses or authorizations has prepared and filed with the appropriate Governmental Authorities all reports, notifications, and filings required pursuant to any applicable Environmental Laws for the operation of the Company and the operation not had or occupation of the Leased Real Property including any such as are required as a result of the transactions contemplated hereby. Since January 1, 2007, neither the Company nor any of its Subsidiaries has received any notice or other information regarding any actual or alleged violation of, any actual or potential Liability under, or any corrective or remedial obligation under, any Environmental Law and to the Knowledge of the Company, no basis for any such notice exists. Neither the Company nor any of its Subsidiaries has been notified that it is potentially responsible or liable, or received any requests for information or other correspondence concerning any site or facility, under the applicable Environmental Laws. Neither the Company nor any of its Subsidiaries has entered into or received any consent, decree, compliance order, or administrative order pursuant to all applicable Environmental Laws. (ii) Each of the Company and each of its Subsidiaries holds all Environmental Permits necessary to conduct its operations including any such as are required as a result of the transactions contemplated hereby. Schedule 4.22 contains a true, complete and accurate list of all such Environmental Permits and, where applicable, their expiration dates. The Company does would not have any reason to believe that any such Environmental Permits (A) will not reasonably be renewed, or (B) will be renewed under terms that are reasonably likely expected to have a Material Adverse Effect. (iii) Neither . Such permits, licenses and authorizations are identified on Section 3.12 of the Company nor any of its Subsidiaries has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled or released any substance including without limitation any Materials of Environmental Concern, or operated any property or facility (and no such property or facility, including the Leased Real Property, is contaminated by any such substance) in a manner that has given rise to Liability pursuant to any applicable Environmental Laws, including any Liability for response costs, corrective action costs, personal injury, property damage, natural resources damage or attorney fees, or any investigative, corrective or remedial obligationsDisclosure Schedule. (b) There are no reports, studies, assessments, audits, and other similar documents Except as set forth in the possession or control Schedule 3.12 of the Company or any of its Subsidiaries or the Sellers that address any issues of actual or potential noncompliance with or actual or potential liability underDisclosure Schedule, any Environmental Laws that may affect the Company or any of its Subsidiaries. Copies of all such reports to Seller's Knowledge, there have been provided no Releases of any Hazardous Substances (as such terms are defined below) on, at or made available to Buyer prior to from the signing hereof.Locations which through soil, subsoil, bedrock, surface water or groundwater migration would impact the Locations in violation of applicable Environmental Laws (c) None of To Seller's Knowledge, Seller has conducted the matters set forth on Schedule 4.22Business in compliance with all applicable Environmental Laws, except for any non-compliance that has not had or any aggregation thereof, could would not reasonably be expected to result in have a Material Adverse EffectEffect on the Business. (d) Except as set forth in Schedule 3.12 of the Disclosure Schedule, to Seller's Knowledge, Seller, with respect to the IGC-Advanced Superconductor Division Assets, has not received any notice, demand, complaint, order, action, information, or subpoena from any governmental entity or other non-governmental person, including without limitation, any operator, tenant, subtenant, licensee or occupant of the Locations (which has not been fully cured or corrected on or before the date hereof) alleging that Seller is in violation of any Environmental Laws, advising Seller that it is responsible or potentially responsible for response costs or remediation with respect to a Release of any Hazardous Substance or alleging that there has been a Release or the threat of a Release of any Hazardous Substance on, at or from the Locations. (e) Except as set for the in Schedule 3.12 of the Disclosure Schedule, to Seller's Knowledge, there are no actions, suits, claims or proceedings, pending or, to Seller's Knowledge, threatened, which seek money damages, injunctive relief, remedial action or any other remedy which would reasonably be expected to cause the incursion of material expenses or costs and which arise out of, relate to or result from (i) a violation or alleged violation of any applicable Environmental Law or non-compliance or alleged non-compliance with any Environmental Permit, (ii) the presence of any Hazardous Substance or a Release or the threat of a Release of any Hazardous Substance on, at or from the Locations or (iii) human exposure to any Hazardous Substance, noises, vibrations or nuisances of whatever kind to the extent the same arise from the condition of the Location or is related to Seller's use or operation thereof. (f) To Seller's Knowledge, there are no agreements, consent orders, decrees, judgments, license or permit conditions or other orders or directives issued to Seller (collectively and each respectively, "Governmental Orders") of any federal, state or local court, governmental agency or authority with jurisdiction relating to the past or present use or operation of the Locations which Governmental Orders require any change in the present condition of the Locations or any work, repairs, construction, containment, clean up, investigations, studies, removal or other remedial action ("Remediation") or capital expenditures relating to environmental conditions with respect to the Locations. (g) Seller has given no release or waiver of liability that would waive or impair any claim based on any environmental condition to the current or a previous owner of the Locations or to any party who may be potentially responsible for the Locations and Seller has made no promises of indemnification regarding any environmental conditions of or related to the real properties to any party other than Buyer. (h) As used in this Section 3.12, the following terms have the indicated meanings:

Environmental Protection. (a) Except as set forth on Schedule 4.22: (i) Each The operations of the Company Holdings and each of its Subsidiaries has complied (including, without limitation, all operations and conditions at or in the Facilities) comply in all material respects with all applicable Environmental Laws. Each of the Company ; (ii) Holdings and each of its Subsidiaries has prepared and filed with the appropriate have obtained all material Governmental Authorities all reports, notificationsAuthorizations under Environmental Laws necessary to their respective operations, and filings required pursuant to any applicable Environmental Laws for the operation all such Governmental Authorizations are in good standing, and Holdings and each of the Company its Subsidiaries are in compliance with all material terms and the operation or occupation conditions of the Leased Real Property including any such as are required as a result of the transactions contemplated hereby. Since January 1, 2007, neither the Company Governmental Authorizations; (iii) Neither Holdings nor any of its Subsidiaries has received (a) any notice or other claim to the effect that it is or may be liable to any Person as a result of or in connection with any Hazardous Materials or (b) any letter or request for information regarding any actual under Section 104 of the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. ss. 9604) or alleged violation ofcomparable state laws, any actual or potential Liability underand, to the best knowledge of Company, none of the operations of Holdings or any corrective of its Subsidiaries is the subject of any federal or remedial obligation under, state investigation relating to or in connection with any Hazardous Materials at any Facility or at any other location; (iv) None of the operations of Holdings or any of its Subsidiaries is subject to any judicial or administrative proceeding alleging the violation of or liability under any Environmental Law and Laws which could reasonably be expected to have a Material Adverse Effect; (v) To the Knowledge knowledge of the Company, no basis for neither Holdings nor any such notice exists. of its Subsidiaries nor any of their respective Facilities or operations are subject to any outstanding written order or agreement with any governmental authority or private party relating to (a) any Environmental Laws or (b) any Environmental Claims that could reasonably be expected to have a Material Adverse Effect; (vi) Neither the Company Holdings nor any of its Subsidiaries has been notified any material contingent liability in connection with any Release of any Hazardous Materials by Holdings or any of its Subsidiaries; (vii) Neither Holdings nor any of its Subsidiaries nor, to the knowledge of Company, any predecessor of Holdings or any of its Subsidiaries has filed any notice under any Environmental Law indicating past or present treatment or Release of Hazardous Materials at any Facility, and none of Holdings' or any of its Subsidiaries' operations involves the generation, transportation, treatment, storage or disposal of hazardous waste, as defined under 40 C.F.R. Parts 260-270 or any state equivalent; (viii) To the knowledge of Company, no Hazardous Materials exist on or under any Facility in a manner that it is potentially responsible or liablehas a reasonable possibility of giving rise to an Environmental Claim having a Material Adverse Effect, or received any requests for information or other correspondence concerning any site or facility, under the applicable Environmental Laws. Neither the Company and neither Holdings nor any of its Subsidiaries has entered into filed any notice or received report of a Release of any consent, decree, compliance order, or administrative order pursuant Hazardous Materials that has a reasonable possibility of giving rise to all applicable an Environmental Laws. (ii) Each of the Company and each of its Subsidiaries holds all Environmental Permits necessary to conduct its operations including any such as are required as a result of the transactions contemplated hereby. Schedule 4.22 contains a true, complete and accurate list of all such Environmental Permits and, where applicable, their expiration dates. The Company does not have any reason to believe that any such Environmental Permits (A) will not be renewed, or (B) will be renewed under terms that are reasonably likely to have Claim having a Material Adverse Effect.; (iiiix) Neither the Company Holdings nor any of its Subsidiaries nor, to the knowledge of Company, any of their respective predecessors has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled or released of any substance including without limitation any Hazardous Materials of Environmental Concern, or operated any property or facility (and no such property or facility, including the Leased Real Property, is contaminated by any such substance) in a manner that has given a reasonable possibility of giving rise to Liability pursuant to any applicable an Environmental Laws, including any Liability for response costs, corrective action costs, personal injury, property damage, natural resources damage or attorney fees, or any investigative, corrective or remedial obligations. (b) There are no reports, studies, assessments, audits, and other similar documents in the possession or control of the Company or any of its Subsidiaries or the Sellers that address any issues of actual or potential noncompliance with or actual or potential liability under, any Environmental Laws that may affect the Company or any of its Subsidiaries. Copies of all such reports have been provided or made available to Buyer prior to the signing hereof. (c) None of the matters set forth on Schedule 4.22, or any aggregation thereof, could reasonably be expected to result in Claim having a Material Adverse Effect; (x) To the knowledge of Company, no underground storage tanks or surface impoundments are on or at any Facility; and (xi) To the knowledge of Company, no Lien in favor of any Person relating to or in connection with any Environmental Claim has been filed or has been attached to any Facility.

Environmental Protection. (a) Except as set forth Neither Purchaser nor any Purchaser Subsidiary, to its knowledge, has caused or allowed, or contracted with any party for, the generation, use, transportation, treatment, storage or disposal of any Hazardous Substances in connection with the operation of its business or otherwise except in compliance with applicable Environmental Laws noncompliance with which reasonably would be expected to have a material adverse effect on Schedule 4.22: (i) Each Purchaser's assets or operations of its business. Purchaser, the Purchaser Subsidiaries, the operation of the Company business of Purchaser and each of its Subsidiaries has complied the Purchaser Subsidiaries, and to the Purchaser's knowledge, any real property that Purchaser or any Purchaser Subsidiary owns, leases or otherwise occupies or uses (the "Purchaser Premises") are in all material respects compliance with all applicable Environmental Laws and orders or directives of any governmental authorities having jurisdiction under such Environmental Laws, including, without limitation, any Environmental Laws or orders or directives with respect to any cleanup or remediation of any release or threat of release of Hazardous Substances. Each Neither Purchaser nor any Purchaser Subsidiary has received any citation, directive, letter or other communication, written or oral, or any notice of any proceeding, claim or lawsuit, from any person alleging that Purchaser or any Purchaser Subsidiary is not in compliance with such or has material liability under the Company and each of its Subsidiaries has prepared and filed Environmental Laws in connection with the appropriate Governmental Authorities all reports, notifications, and filings required pursuant to any applicable Environmental Laws for the operation of the Company and the operation ownership or occupation of the Leased Real Property including any Purchaser Premises, or the operation of its business. Purchaser and each Purchaser Subsidiary has obtained and is maintaining in full force and effect all material necessary permits, licenses and approvals required by all Environmental Laws applicable to the Purchaser Premises and the Purchaser's and each Purchaser Subsidiary's business operations conducted thereon, and is in substantial compliance with all such as are required as a result of the transactions contemplated herebypermits, licenses and approvals. Since January 1, 2007, neither the Company Neither Purchaser nor any of its Subsidiaries Purchaser Subsidiary has received any notice caused or other information regarding any actual or alleged violation of, any actual or potential Liability underallowed a release, or a threat of release, of any corrective Hazardous Substance into or remedial obligation under, any Environmental Law and to at the Knowledge of the Company, no basis for any such notice exists. Neither the Company nor any of its Subsidiaries has been notified that it is potentially responsible or liable, or received any requests for information or other correspondence concerning any site or facility, under the Purchaser Premises except in compliance with applicable Environmental Laws. Neither the Company nor any of its Subsidiaries has entered into or received any consent, decree, compliance order, or administrative order pursuant to all applicable Environmental Laws. (ii) Each of the Company and each of its Subsidiaries holds all Environmental Permits necessary to conduct its operations including any such as are required as a result of the transactions contemplated hereby. Schedule 4.22 contains a true, complete and accurate list of all such Environmental Permits and, where applicable, their expiration dates. The Company does not have any reason to believe that any such Environmental Permits (A) will not Laws noncompliance with which reasonably would be renewed, or (B) will be renewed under terms that are reasonably likely expected to have a Material Adverse Effect. (iii) Neither the Company nor any material adverse effect on Purchaser's assets or operations of its Subsidiaries has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled or released any substance including without limitation any Materials of Environmental Concern, or operated any property or facility (and no such property or facility, including the Leased Real Property, is contaminated by any such substance) in a manner that has given rise to Liability pursuant to any applicable Environmental Laws, including any Liability for response costs, corrective action costs, personal injury, property damage, natural resources damage or attorney fees, or any investigative, corrective or remedial obligationsbusiness. (b) There are no reports, studies, assessments, audits, and other similar documents in the possession or control of the Company or any of its Subsidiaries or the Sellers that address any issues of actual or potential noncompliance with or actual or potential liability under, any Environmental Laws that may affect the Company or any of its Subsidiaries. Copies of all such reports have been provided or made available to Buyer prior to the signing hereof. (c) None of the matters set forth on Schedule 4.22, or any aggregation thereof, could reasonably be expected to result in a Material Adverse Effect.

Environmental Protection. (a) Except as set forth on Schedule 4.225.13 annexed hereto: (i) Each of the Company and each no Loan Party nor any of its Subsidiaries has complied in all material respects with all applicable Environmental Laws. Each nor any of the Company and each of its Subsidiaries has prepared and filed with the appropriate Governmental Authorities all reports, notifications, and filings required pursuant their respective Facilities or operations are subject to any applicable outstanding written order, consent decree or settlement agreement with any Person relating to (a) any Environmental Laws for the operation of the Company and the operation Law, (b) any Environmental Claim, or occupation of the Leased Real Property including (c) any such as are required as Hazardous Materials Activity that would reasonably be expected to have a result of the transactions contemplated hereby. Since January 1, 2007, neither the Company Material Adverse Effect; (ii) no Loan Party nor any of its Subsidiaries has received any notice letter or other written request for information regarding under Section 104 of the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. ss. 9604) or any actual or alleged violation ofcomparable state law; (iii) there are and to Company's knowledge, any actual or potential Liability underhave been no conditions, occurrences, or Hazardous Materials Activities which could reasonably be expected to form the basis of an Environmental Claim against any corrective Loan Party or remedial obligation under, any Environmental Law and of its Subsidiaries that could reasonably be expected to the Knowledge of the Company, have a Material Adverse Effect; (iv) no basis for any such notice exists. Neither the Company Loan Party nor any of its Subsidiaries has been notified that it is potentially responsible nor, to Company's knowledge, any predecessor of Company or liable, or received any requests for information or other correspondence concerning any site or facility, under the applicable Environmental Laws. Neither the Company nor any of its Subsidiaries has entered into filed any notice under any Environmental Law indicating past or received any consent, decree, compliance order, or administrative order pursuant to all applicable Environmental Laws.present treatment of Hazardous Materials at any (iiv) Each of Commencing at least one year prior to the Closing Date, Company has maintained an environmental management system for its and each of its manufacturing Subsidiaries' operations that demonstrates a commitment to environmental compliance and includes procedures for (a) preparing and updating written compliance manuals covering pertinent regulatory areas, (b) tracking changes in applicable Environmental Laws and modifying operations to comply with new requirements thereunder, (c) training employees to comply with applicable environmental requirements and updating such training as necessary, (d) performing regular internal compliance audits of each Facility and ensuring correction of any incidents of non-compliance detected by means of such audits and (e) reviewing the compliance status of off-site waste disposal facilities; and (vi) compliance with all applicable current or reasonably foreseeable future requirements pursuant to or under Environmental Laws will not, with reasonable likelihood, give rise to a Material Adverse Effect. Notwithstanding anything in this subsection 5.13 to the contrary, no event or condition has occurred or is occurring with respect to Company or any of its Subsidiaries holds all relating to any Environmental Permits necessary to conduct its operations Law, any Release of Hazardous Materials, or any Hazardous Materials Activity, including any such as are required as a result of the transactions contemplated hereby. matter disclosed on Schedule 4.22 contains a true5.13 annexed hereto, complete and accurate list of all such Environmental Permits and, where applicable, their expiration dates. The Company does not have any reason to believe that any such Environmental Permits (A) will not which has had or would reasonably be renewed, or (B) will be renewed under terms that are reasonably likely expected to have a Material Adverse Effect. (iii) Neither the Company nor any of its Subsidiaries has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled or released any substance including without limitation any Materials of Environmental Concern, or operated any property or facility (and no such property or facility, including the Leased Real Property, is contaminated by any such substance) in a manner that has given rise to Liability pursuant to any applicable Environmental Laws, including any Liability for response costs, corrective action costs, personal injury, property damage, natural resources damage or attorney fees, or any investigative, corrective or remedial obligations. (b) There are no reports, studies, assessments, audits, and other similar documents in the possession or control of the Company or any of its Subsidiaries or the Sellers that address any issues of actual or potential noncompliance with or actual or potential liability under, any Environmental Laws that may affect the Company or any of its Subsidiaries. Copies of all such reports have been provided or made available to Buyer prior to the signing hereof. (c) None of the matters set forth on Schedule 4.22, or any aggregation thereof, could reasonably be expected to result in a Material Adverse Effect.

Environmental Protection. (a) Except as set forth on in Schedule 4.22: 4.23, attached hereto, (i) Each of the Company and each of its Subsidiaries has complied in all material respects with all applicable Environmental Laws. Each of the Company and each of its Subsidiaries has prepared and filed with the appropriate Governmental Authorities all reports, notifications, and filings required pursuant to any applicable Environmental Laws for the operation of the Company and the operation or occupation of the Leased Real Property including any such as are required as a result of the transactions contemplated hereby. Since January 1, 2007, neither the Company nor any of its Subsidiaries has received any notice written or other information regarding oral notice, from any actual or alleged violation of, any actual or potential Liability under, Governmental Entity or any corrective or remedial obligation underindividual, any and has no knowledge of a set of facts indicating that it is not in compliance in all material respects with all Environmental Law and Laws applicable to the Knowledge Business, which compliance includes, but is not limited to, the possession by the Company and its Subsidiaries of all material permits and other governmental authorizations currently or previously required at the Company, no basis for any such notice exists. Neither the Company nor any of its Subsidiaries has been notified that it is potentially responsible or liable, or received any requests for information or other correspondence concerning any site or facility, and the Business under the applicable Environmental Laws. Neither , and material compliance with the terms and conditions thereof; and (ii) the Company nor any of and its Subsidiaries has entered into have received no written or received oral notice from any consentGovernmental Entity, decreecitizens group, employee or otherwise, and have no knowledge of a set of facts indicating that the Company, its Subsidiaries and the Business are not in full compliance order, with the terms or administrative order conditions of any permit or governmental authorization. All permits and other governmental authorizations currently held by the Company and its Subsidiaries which relate to the Business pursuant to all applicable the Environmental LawsLaws are identified on Schedule 4.23, attached hereto. (iib) Each of Except as set forth in Schedule 4.23, attached hereto, the Company and each of its Subsidiaries holds all have received no written or oral notice of and have no knowledge of any past or present actions, activities, circumstances, conditions, events or incidents, including, without limitation, the release, emission, discharge or disposal of any Materials of Environmental Permits necessary to conduct Concern that form or could form the basis of any Environmental Claim against the Company or its operations including Subsidiaries or against any such as are required as a result person or entity whose liability for any Environmental Claim the Company or its Subsidiaries have or may have retained or assumed either contractually or by operation of the transactions contemplated hereby. Schedule 4.22 contains a true, complete and accurate list of all such Environmental Permits and, where applicable, their expiration dates. The Company does not have any reason to believe that any such Environmental Permits (A) law in each case which has had or will not be renewed, or (B) will be renewed under terms that are reasonably likely to have a Material Adverse Effect. (iiic) Neither All on-site and off-site locations where the Company nor any of or its Subsidiaries has treated, have stored, disposed of, or arranged for or permitted the disposal of, transported, handled or released any substance including without limitation any of Materials of Environmental ConcernConcern are identified in Schedule 4.23, attached hereto. To the Company's and the Sellers' knowledge, at no time have there been above-ground or operated underground storage tanks located on or in any property or facility (and no such property or facility, including of the Leased Real Property, except as set forth in Schedule 4.23. To the Company's and Sellers' knowledge, there is contaminated by no asbestos contained in or forming part of any such substancebuilding, building component, structure or office space located on or in any of the Leased Real Property. To the Company's and Sellers' knowledge, no polychlorinated byphenyls (PCBs) are present, in a manner that has given rise to Liability pursuant to use or stored at any applicable Environmental Laws, including any Liability for response costs, corrective action costs, personal injury, property damage, natural resources damage or attorney fees, or any investigative, corrective or remedial obligationsof the Leased Real Property. (bd) There are Except as set forth in Schedule 4.23, attached hereto, there have been no reportsspills, studiesdischarges, assessmentsleaks, auditsemissions, and other similar documents in injections, escapes, dumpings or releases, of any kind whatsoever, of any Materials of Environmental Concern in, on or about any of the possession or control of Leased Real Property by the Company or any of its Subsidiaries or the Sellers that address any issues of actual or potential noncompliance with or actual or potential liability under, any Environmental Laws that may affect the Company or any of its Subsidiaries. Copies of all such reports , which has had or will have been provided or made available to Buyer prior to the signing hereof. (c) None of the matters set forth on Schedule 4.22, or any aggregation thereof, could reasonably be expected to result in a Material Adverse Effect. (e) The Company and its Subsidiaries have complied with all notice requirements of the Environmental Laws regarding any spills, discharges, leaks, emissions, injections, escapes, dumpings or releases, of any kind whatsoever, of any Materials of Environmental Concern in, on or about any of the Leased Real Property by the Company or its Subsidiaries.

Environmental Protection. (a) Except as set forth on Schedule 4.22: as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect, (i) Each of the Company and each of its Subsidiaries has complied are and have been since January 1, 2013 in all material respects compliance with all applicable Environmental Laws. Each , including possession of the Company and each of its Subsidiaries has prepared compliance with all permits, licenses, authorizations and filed with the appropriate Governmental Authorities all reports, notifications, and filings approvals required pursuant to any applicable under Environmental Laws for the operation of the their respective operations and properties as currently conducted (“Company Environmental Permits”), and the operation or occupation of the Leased Real Property including any such as are required as a result of the transactions contemplated hereby. Since January 1, 2007, neither the Company nor any of its Subsidiaries has received any notice (A) communication alleging that the Company or other information regarding any actual or alleged violation of, any actual or potential Liability underof its Subsidiaries has not complied with, or has any corrective liability or remedial obligation under, any Environmental Law and or the Company Environmental Permits or (B) currently outstanding written request by any Governmental Entity for information pursuant to any Environmental Law, (ii) there are no Environmental Claims pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries and there is no basis for any such notice exists. Neither claim, (iii) there has been no Release of or exposure to any Hazardous Material that could reasonably be expected to form the basis of a liability of or any Environmental Claim against the Company or any of its Subsidiaries, (iv) neither the Company nor any of its Subsidiaries has retained or assumed, either contractually or by operation of Law, any liabilities or obligations that could reasonably be expected to form the basis of any Environmental Claim against the Company or any of its Subsidiaries, (v) neither the Company nor any of its Subsidiaries has been notified that it is named, identified or alleged in any written notice or claim received by the Company to be a responsible party or a potentially responsible party under CERCLA or liableany state Law based on, or received any requests for information or other correspondence concerning any site or facilityanalogous to, under the applicable Environmental Laws. Neither CERCLA, and (vi) neither the Company nor any of its Subsidiaries has entered into or received any consentpending, decree, compliance order, or administrative order pursuant to all applicable Environmental Laws. (ii) Each of the Company and each of its Subsidiaries holds all Environmental Permits necessary to conduct its operations including any such as are required as a result of the transactions contemplated hereby. Schedule 4.22 contains a true, complete and accurate list of all such Environmental Permits and, where applicableto the Company’s Knowledge, their expiration dates. The Company does not have any reason to believe that any such Environmental Permits (A) will not be renewed, or (B) will be renewed under terms that are reasonably likely to have a Material Adverse Effect. (iii) Neither the Company nor any of its Subsidiaries has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled or released any substance including without limitation any Materials of Environmental Concern, or operated any property or facility (and no such property or facility, including the Leased Real Property, is contaminated by any such substance) in a manner that has given rise to Liability pursuant to any applicable Environmental Laws, including any Liability for response costs, corrective action costs, personal injury, property damage, natural resources damage or attorney fees, or any investigative, corrective or remedial obligations. (b) There there are no reports, studies, assessments, audits, and other similar documents in the possession facts or control of the Company or any of its Subsidiaries or the Sellers circumstances that address any issues of actual or potential noncompliance with or actual or potential liability undercould reasonably be expected to result in, any Environmental Laws Claim, in each such case, for the disposal or Release of Hazardous Materials at any site that may affect is not owned or leased by the Company or any of its Subsidiaries. Copies of all such reports have been provided or made available to Buyer prior to the signing hereof. (c) None of the matters set forth on Schedule 4.22, or any aggregation thereof, could reasonably be expected to result in a Material Adverse Effect.

Environmental Protection. (a) Except as otherwise set forth on Schedule 4.225.13: (i) A. Each of the Company Loan Party and each of its the Company's Subsidiaries has complied in all material respects with all applicable Environmental Laws. Each of the Company and each of its Subsidiaries has prepared and filed with the appropriate Governmental Authorities all reports, notifications, and filings required pursuant to any applicable Environmental Laws for except to the operation of extent that, individually or in the Company and the operation or occupation of the Leased Real Property including aggregate, any such as are required as a failure to comply could not reasonably be expected to result of the transactions contemplated hereby. Since January 1, 2007, neither the Company nor any of its Subsidiaries has received any notice or other information regarding any actual or alleged violation of, any actual or potential Liability under, or any corrective or remedial obligation under, any Environmental Law and to the Knowledge of the Company, no basis for any such notice exists. Neither the Company nor any of its Subsidiaries has been notified that it is potentially responsible or liable, or received any requests for information or other correspondence concerning any site or facility, under the applicable Environmental Laws. Neither the Company nor any of its Subsidiaries has entered into or received any consent, decree, compliance order, or administrative order pursuant to all applicable Environmental Laws. (ii) Each of the Company and each of its Subsidiaries holds all Environmental Permits necessary to conduct its operations including any such as are required as a result of the transactions contemplated hereby. Schedule 4.22 contains a true, complete and accurate list of all such Environmental Permits and, where applicable, their expiration dates. The Company does not have any reason to believe that any such Environmental Permits (A) will not be renewed, or (B) will be renewed under terms that are reasonably likely to have in a Material Adverse Effect. (iii) . Neither any Loan Party, any of the Company Company's Subsidiaries, nor any of its Subsidiaries has treated, stored, disposed of, arranged for their respective presently or permitted the disposal of, transported, handled previously owned or released any substance including without limitation any Materials of Environmental Concernleased Real Property Assets, or operated any property presently conducted or facility (and no such property or facility, including the Leased Real Propertyprior operations, is contaminated by subject to any Environmental Claim from or liability agreement with any Government Authority or private Person respecting (i) compliance with any Environmental Law or (ii) any potential liabilities and costs or Remedial Action arising from the Release or threatened Release of a Hazardous Materials, except to the extent that, individually or in the aggregate, any such substance) in a manner that has given rise to Liability pursuant to any applicable Environmental Laws, including any Liability for response costs, corrective action costs, personal injury, property damage, natural resources damage Claim or attorney fees, or any investigative, corrective or remedial obligations. (b) There are no reports, studies, assessments, audits, and other similar documents in the possession or control of the Company or any of its Subsidiaries or the Sellers that address any issues of actual or potential noncompliance with or actual or potential liability under, any Environmental Laws that may affect the Company or any of its Subsidiaries. Copies of all such reports have been provided or made available to Buyer prior to the signing hereof. (c) None of the matters set forth on Schedule 4.22, or any aggregation thereof, agreement could not reasonably be expected to result in a Material Adverse Effect. B. Each Loan Party and each of the Company's Subsidiaries has obtained and in compliance with all necessary permits or authorizations that are required under Environmental Laws to operate the facilities, assets and business of each Loan Party and each of the Company's Subsidiaries, and all such permits and authorizations are in good standing, except to the extent that, individually or in the aggregate, the failure obtain or comply could not reasonably be expected to result in a Material Adverse Effect. C. No Loan Party nor any of the Company's Subsidiaries, nor to the best of any Loan Party's knowledge any of their predecessors in interest, has in violation of any Environmental Law stored, treated, or disposed of any Hazardous Material, except to the extent that, individually or in the aggregate, any such violation could not reasonably be expected to result in a Material Adverse Effect. D. No Loan Party nor any of the Company's Subsidiaries has received notice of any threatened or pending Environmental Claim indicating that it is not currently in compliance with, or that any Government Authority is investigating its compliance with, any Environmental Laws or that it is or may be liable to any other Person as a result of a Release or threatened Release of a Hazardous Materials, except to the extent that, individually or in the aggregate, the liability therefrom could not reasonably be expected to result in a Material Adverse Effect. E. None of the current operations of any Loan Party or any of the Company's Subsidiaries, or to the knowledge of each Loan Party or its Subsidiaries, any past operations of any Loan Party, any of the Company's Subsidiaries or predecessors in interest, is the subject of any investigation by any Government Authority evaluating whether a Remedial Action is needed to respond to a Release or threatened Release of a Hazardous Materials, except to the extent that, individually or in the aggregate, the liability therefrom could not reasonably be expected to result in a Material Adverse Effect. F. There has been no Release at any of the properties owned or operated by the Loan Party, any of the Company's Subsidiaries or a predecessor in interest, or to the knowledge of any Loan Party or its Subsidiaries, at any disposal or treatment facility which received Hazardous Materials generated by the Loan Parties, its Subsidiaries or any predecessor in interest, except to the extent that, individually or in the aggregate, the liability therefrom could not reasonably be expected to result in a Material Adverse Effect. G. No Loan Party nor any Subsidiary of any Loan Party has entered into any negotiations or settlement agreements with any Person (including the prior owner of its property) imposing obligations or liabilities on any Loan Party or any Subsidiary of any Loan Party with respect to any Release of a Hazardous Materials or Environmental Claim, except to the extent that, individually or in the aggregate, the liability therefrom could not reasonably be expected to result in a Material Adverse Effect. H. None of the products manufactured, distributed, or sold by any Loan Party or any Subsidiary of any Loan Party contains asbestos containing material. I. No lien imposed under Environmental Law has attached or is threatened to attach to the Real Property Assets of any Loan Party or any Subsidiary of any Loan Party. J. No Environmental Claims have been asserted against any Loan Party or any Subsidiary of any Loan Party, or to the knowledge of each Loan Party and its Subsidiaries, any predecessor in interest, nor does any Loan Party or its Subsidiaries have knowledge or notice of any threatened or pending Environmental Claim against any Loan Party, its Subsidiaries or any predecessor in interest, except to the extent that, individually or in the aggregate, the liability therefrom could not reasonably be expected to result in a Material Adverse Effect. K. To the knowledge of each Loan Party or its Subsidiaries, no Environmental Claims have been asserted against any facilities that may have received Hazardous Materials generated by the Company or any predecessor in interest, except to the extent that, individually 62 or in the aggregate, the liability therefrom could not reasonably be expected to result in a Material Adverse Effect.

Environmental Protection. 5.25.1 None of the Owned Real Properties or the properties demised under the Leases or real property previously owned or leased by Rudy's (awhich shall mean Rudy's, the Subsidiaries and all corporation or other business entities substantially all of the capital stock or other interest of which, or all or substantially all of the assets of which, Rudy's or Subsidiaries has acquired) Except as set forth on Schedule 4.22: has been used at any time during which Rudy's owned or leased such real property, or otherwise has been in possession or control of such real property or leased property, and, to the knowledge of Rudy's, none of the Owned Real Properties or the properties demised under the Lease or the real property previously owned or leased by Rudy's was used at any time prior to the time such company owned, leased, possessed or controlled such real property or leased property (i) Each of the Company and each of its Subsidiaries has complied in all material respects with all applicable Environmental Laws. Each of the Company and each of its Subsidiaries has prepared and filed with the appropriate Governmental Authorities all reports, notifications, and filings required pursuant to any applicable Environmental Laws as a site for the operation disposal or storage of the Company and the operation or occupation of the Leased Real Property including any such as are required as a result of the transactions contemplated hereby. Since January 1, 2007, neither the Company nor any of its Subsidiaries has received any notice or other information regarding any actual or alleged violation of, any actual or potential Liability underHazardous Materials, or any corrective (ii) so as (x) to cause a material violation or remedial (y) to give rise to a material removal or restoration obligation or material liability for the costs of removal or restoration by others or a material liability for damages to others under, any Environmental Law and to or under the Knowledge regulations of the Company, no basis for any such notice exists. Neither the Company nor Governmental Authority having jurisdiction over any of its such real property. Each of Rudy's and the Subsidiaries has been notified that it is potentially responsible or liable, or received any requests for information or other correspondence concerning any site or facility, under the applicable Environmental Laws. Neither the Company nor any of its Subsidiaries has entered into or received any consent, decree, have complied and are in compliance order, or administrative order pursuant to with all applicable Environmental Laws. (ii) Each of the Company and each of its Subsidiaries holds all Environmental Permits necessary to conduct its operations including any Laws except where such as are required as a result of the transactions contemplated hereby. Schedule 4.22 contains a true, complete and accurate list of all such Environmental Permits and, where applicable, their expiration dates. The Company does non-compliance would not have any reason to believe that any such Environmental Permits (A) will not be renewed, or (B) will be renewed under terms that are reasonably likely to have a Material Adverse Effect. 5.25.2 Rudy's and each of the Subsidiaries have obtained and are in compliance with (iiiexcept where any such non- compliance would not have a Material Adverse Effect) Neither all environmental permits, licenses and other authorizations which are required with respect to the Company nor any operation of its Subsidiaries has treatedbusiness, storedexcept for such permits, disposed of, arranged for or permitted licenses and other authorizations of which the disposal of, transported, handled or released any substance including without limitation any Materials of Environmental Concern, or operated any property or facility (and no such property or facility, including the Leased Real Property, is contaminated by failure to obtain would not have a Material Adverse Effect. As to any such substance) in a manner that permit, license or other authorization which has given rise or is about to Liability pursuant to any applicable Environmental Lawsexpire, including any Liability Rudy's or its respective Subsidiary has timely applied for response costs, corrective action costs, personal injury, property damage, natural resources damage or attorney fees, or any investigative, corrective or remedial obligations. (b) There are no reports, studies, assessments, audits, and other similar documents in the possession or control of the Company or any of its Subsidiaries or the Sellers that address any issues of actual or potential noncompliance with or actual or potential liability under, any renewal thereof under Environmental Laws that may affect the Company or any of its Subsidiaries. Copies of all such reports except where failure to renew would not have been provided or made available to Buyer prior to the signing hereof. (c) None of the matters set forth on Schedule 4.22, or any aggregation thereof, could reasonably be expected to result in a Material Adverse Effect. 5.25.3 There is no civil, criminal or administrative action, suit, demand, claim, hearing, notice of violation, investigation, proceeding, notice or demand letter pending or, to the knowledge of Rudy's, threatened against Rudy's or any Subsidiary relating in any way to the Environmental Laws or any regulation, code, plan, order, decree, judgment, injunction, notice or demand letter issued, entered, promulgated or approved thereunder. 5.25.4 No release, spill, seepage, leak or emission has occurred on the Owned Real Property or to the knowledge of Rudy's, on the properties demised under the Leases or on any real property previously owned or leased by Rudy's during the time of Rudy's ownership or possession. 5.25.5 There are no underground storage tanks located on any of the Owned Real Properties, or on any of the properties demised under the Leases, nor to the knowledge of Rudy's have there been any underground storage tanks removed from any real property owned or leased by any company during the period such real property was owned or leased by Rudy's, except to the extent that such underground storage tanks were removed in compliance with all applicable laws or required by applicable laws, ordinances, rules and regulations, and, to the extent such removal was performed upon notice and with the approval of, and the inspection and confirmation of closure as to such removal was performed by, all applicable governmental agencies having jurisdiction. 5.25.6 Rudy's has delivered to Benihana true, correct and complete copies or results of any reports inspections, safety procedures, logs, data, contracts, invoices, studies or tests initiated by Rudy's or landlords or by any Governmental Authority which are in the possession of Rudy's pertaining to Hazardous Materials, at any part of the Owned Real Properties or the properties demised under the Lease or Rudy's with respect to the business, any of Rudy's predecessors or concerning compliance with or liability under Environmental Laws and other environmental matters in the operation of the business and such properties. 5.26

Environmental Protection. (a) Except as set forth disclosed on Schedule 4.22: (i) Each of 3.1.27, the Company Assets including the Immoveable Property and each of its Subsidiaries has complied in all material respects with all applicable Environmental Laws. Each of the Company and each of its Subsidiaries has prepared and filed with the appropriate Governmental Authorities all reports, notifications, and filings required pursuant to any applicable Environmental Laws for the operation of the Company Business of the Corporation and the operation or occupation of the Leased Real Property including any such as are required as a result businesses of all Related Parties of the transactions contemplated herebyCorporation carried on in the Immoveable Property are and have been during the past two years in compliance with all Environmental Laws of each jurisdiction in which it carries on business. Since January 1The Corporation has obtained and is in compliance with all permits, 2007Licences, neither certificates, authorizations, approvals, consents and registrations issued or granted pursuant to Environmental Laws and required for the Company nor any Assets and the operation of its Subsidiaries has received any notice or other information regarding any actual or alleged violation of, any actual or potential Liability under, or any corrective or remedial obligation under, any Environmental Law and to the Knowledge of the Company, no basis for any such notice exists. Neither the Company nor any of its Subsidiaries has been notified that it is potentially responsible or liable, or received any requests for information or other correspondence concerning any site or facility, under the applicable Environmental Laws. Neither the Company nor any of its Subsidiaries has entered into or received any consent, decree, compliance order, or administrative order pursuant to all applicable Environmental Laws. (ii) Each of the Company and each of its Subsidiaries holds all Environmental Permits necessary to conduct its operations including any such as are required as a result of the transactions contemplated hereby. Schedule 4.22 contains a true, complete and accurate list of all such Environmental Permits and, where applicable, their expiration dates. The Company does not have any reason to believe that any such Environmental Permits (A) will not be renewed, or (B) will be renewed under terms that are reasonably likely to have a Material Adverse Effect. (iii) Neither the Company nor any of its Subsidiaries has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled or released any substance including without limitation any Materials of Environmental Concern, or operated any property or facility (and no such property or facility, including the Leased Real Property, is contaminated by any such substance) in a manner that has given rise to Liability pursuant to any applicable Environmental Laws, including any Liability for response costs, corrective action costs, personal injury, property damage, natural resources damage or attorney fees, or any investigative, corrective or remedial obligationsBusiness. (b) There is no claim, suit, action, written notice of non-compliance, administrative order or other proceeding, outstanding or pending or threatened against the Corporation, nor is there, to the best of the knowledge of the Corporation and of Draxis Health, any pending investigation in respect of its Business or Assets pursuant to any Environmental Laws. Except as disclosed on Schedule 3.1.27, the Corporation is not responsible for any clean-up, corrective or remedial action in respect of the Business, including the Immoveable Property, or the Assets pursuant to any Environmental Law. Except as disclosed on Schedule 3.1.27, the operations of the Corporation and Related Parties of the Corporation have not, in the past two years caused, and the Corporation and Related Parties of the Corporation have not permitted to occur, the release, emission, deposit, issuance, disposal or discharge of any contaminant, pollutant, waste, hazardous waste, hazardous material, dangerous goods, toxic substances, prescribed substances (as these terms are no reportsdefined pursuant to Environmental Laws) ("Hazardous Substances") nor are any Hazardous Substances present, studiesin, on, or under the Assets or on any Immoveable Property owned by the Corporation nor were any Hazardous Substances present in, on or under the Assets or on the Immoveable Property at the time of its acquisition by the Corporation; all Hazardous Substances have at all times been stored, handled, treated and eliminated in compliance with Environmental Laws in the operation of its Business by the Corporation. Except as set out in Schedule 3.1.27, the Assets and Immoveable Properties owned by the Corporation do not contain any polychlorinated biphenyls, asbestos, or urea formaldehyde foam insulation or any Hazardous Substances, nor do they contain or have they contained any underground storage tanks, nor have they been used by the Corporation as a waste site. Except as listed on Schedule 3.1.27, the Corporation has not conducted and is not aware of any environmental or occupational health and safety evaluations, assessments, audits, and other similar documents in studies or tests with respect to its Assets, including the possession or control of the Company or any of its Subsidiaries or the Sellers that address any issues of actual or potential noncompliance with or actual or potential liability under, any Environmental Laws that may affect the Company or any of its Subsidiaries. Copies of all such reports have been provided or made available to Buyer prior to the signing hereof. (c) None of the matters set forth on Schedule 4.22Immoveable Property, or any aggregation thereof, could reasonably be expected to result in a Material Adverse EffectBusiness.

Environmental Protection. (a) Except as set forth on Schedule 4.22: (i) Each of the Company Borrower and each of its ------------------------ Subsidiaries has complied in obtained all material respects with permits, licenses and other authorizations which are required under all applicable Environmental Lawsenvironmental laws, including laws relating to emissions, discharges, releases or threatened releases of pollutants, contaminants, chemicals or industrial, toxic or hazardous substances or wastes into the environment (including without limitation, ambient air, surface water, ground water, or land), or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, or handling of pollutants, contaminants, chemicals, or industrial, toxic or hazardous substances or wastes, except to the extent failure to have any such permit, license or authorization would not reasonably be expected to have a material adverse effect on the business, financial condition, operations, Properties or, as far as the Borrower can reasonably foresee, prospects of the Borrower and its Subsidiaries, taken as a whole. Each of the Company Borrower and each of its Subsidiaries has prepared is in compliance with all terms and filed with conditions of the appropriate Governmental Authorities all reportsrequired permits, notificationslicenses and authorizations, and filings required pursuant to is also in compliance with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in the environmental laws or contained in any applicable Environmental Laws for the operation of the Company and the operation or occupation of the Leased Real Property including any such as are required as a result of the transactions contemplated hereby. Since January 1regulation, 2007code, neither the Company nor any of its Subsidiaries has received any notice or other information regarding any actual or alleged violation ofplan, any actual or potential Liability under, or any corrective or remedial obligation under, any Environmental Law and to the Knowledge of the Company, no basis for any such notice exists. Neither the Company nor any of its Subsidiaries has been notified that it is potentially responsible or liable, or received any requests for information or other correspondence concerning any site or facility, under the applicable Environmental Laws. Neither the Company nor any of its Subsidiaries has entered into or received any consentorder, decree, compliance orderjudgment, injunction, notice or administrative order pursuant to all applicable Environmental Laws. (ii) Each of the Company and each of its Subsidiaries holds all Environmental Permits necessary to conduct its operations including any such as are required as a result of the transactions contemplated hereby. Schedule 4.22 contains a truedemand letter issued, complete and accurate list of all such Environmental Permits andentered, where applicablepromulgated or approved thereunder, their expiration dates. The Company does not have any reason to believe that any such Environmental Permits (A) will not be renewed, or (B) will be renewed under terms that are reasonably likely to have a Material Adverse Effect. (iii) Neither the Company nor any of its Subsidiaries has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled or released any substance including without limitation any Materials of Environmental Concern, or operated any property or facility (and no such property or facility, including the Leased Real Property, is contaminated by any such substance) in a manner that has given rise to Liability pursuant to any applicable Environmental Laws, including any Liability for response costs, corrective action costs, personal injury, property damage, natural resources damage or attorney fees, or any investigative, corrective or remedial obligations. (b) There are no reports, studies, assessments, audits, and other similar documents in the possession or control of the Company or any of its Subsidiaries or the Sellers that address any issues of actual or potential noncompliance with or actual or potential liability under, any Environmental Laws that may affect the Company or any of its Subsidiaries. Copies of all such reports have been provided or made available to Buyer prior except to the signing hereof. (c) None of the matters set forth on Schedule 4.22, or any aggregation thereof, could extent failure to comply would not reasonably be expected to result in have a Material Adverse Effectmaterial adverse effect on the business, financial condition, operations, Properties or, as far as the Borrower can reasonably foresee, prospects of the Borrower and its Subsidiaries, taken as a whole, or the ability of the Borrower to carry out its obligations under this Agreement, the Revolving Note or the Pledge Agreement. None of the Properties of the Borrower or its Subsidiaries, either owned or leased, have been included or, as far as the Borrower can reasonably foresee, proposed for inclusion on the National Priorities List adopted pursuant to the Comprehensive Environmental Response Compensation and Liability Act, as amended, or on any similar list or inventory of sites requiring response or cleanup actions adopted by any other federal, state or local agency.

Environmental Protection. (ai) Except as set forth disclosed on Schedule 4.22: 5.13, (ix) Each of the Company and each neither Borrower nor any of its Subsidiaries has complied in all material respects or operations are subject to any outstanding written order, consent decree or settlement agreement with all applicable any Person relating to any Environmental Laws. Each Law, any Environmental Claim, or any Hazardous Materials Activity and (y) none of the Company and each Borrower's or its Subsidiaries' respective Facilities are subject to any outstanding written order, consent decree or settlement agreement with any Person relating to any Environmental Law, any Environmental Claim, or any Hazardous Materials Activity arising from Borrower's or any of its Subsidiaries has prepared and filed with the appropriate Governmental Authorities all reports, notifications, and filings required pursuant to any applicable Environmental Laws for the operation of the Company and the operation Subsidiaries' activities or occupation of the Leased Real Property including any such as are required as a result of the transactions contemplated hereby. Since January 1, 2007, operations; (ii) neither the Company Borrower nor any of its Subsidiaries has received any notice letter or other request for information regarding any actual or alleged violation ofunder Section 104 of the Comprehensive Environmental Response, any actual or potential Compensation, and Liability under, Act (42 U.S.C. Section 9604) or any corrective or remedial obligation under, any Environmental Law and to the Knowledge of the Company, no basis for any such notice exists. Neither the Company nor any of its Subsidiaries has been notified that it is potentially responsible or liable, or received any requests for information or other correspondence concerning any site or facility, under the applicable Environmental Laws. Neither the Company nor any of its Subsidiaries has entered into or received any consent, decree, compliance order, or administrative order pursuant to all applicable Environmental Laws. (ii) Each of the Company and each of its Subsidiaries holds all Environmental Permits necessary to conduct its operations including any such as are required as a result of the transactions contemplated hereby. Schedule 4.22 contains a true, complete and accurate list of all such Environmental Permits and, where applicable, their expiration dates. The Company does not have any reason to believe that any such Environmental Permits (A) will not be renewed, or (B) will be renewed under terms that are reasonably likely to have a Material Adverse Effect.comparable state law; (iii) Neither the Company nor any of its Subsidiaries has treatedthere are and, storedto Borrower's knowledge, disposed ofhave been no conditions, arranged for or permitted the disposal of, transported, handled or released any substance including without limitation any Materials of Environmental Concernoccurrences, or operated any property or facility (and no such property or facility, including Hazardous Materials Activities that could reasonably be expected to form the Leased Real Property, is contaminated by any such substance) in a manner that has given rise to Liability pursuant to any applicable basis of an Environmental Laws, including any Liability for response costs, corrective action costs, personal injury, property damage, natural resources damage or attorney fees, or any investigative, corrective or remedial obligations. (b) There are no reports, studies, assessments, audits, and other similar documents in the possession or control of the Company or any of its Subsidiaries or the Sellers that address any issues of actual or potential noncompliance with or actual or potential liability under, any Environmental Laws that may affect the Company Claim against Borrower or any of its Subsidiaries. Copies of all such reports have been provided or made available to Buyer ; (iv) Commencing at least 9 years prior to the signing hereof. Closing Date, Borrower has maintained an environmental health and safety management system for its and each of its Subsidiaries' operations that demonstrates a commitment to environmental compliance and includes procedures for (a) preparing and updating written compliance manuals covering pertinent regulatory areas, (b) tracking changes in applicable Environmental Laws and modifying operations to comply with new requirements thereunder, (c) None training employees to comply with applicable environmental requirements and updating such training as necessary, (d) performing regular internal compliance audits of each Facility and ensuring correction of any incidents of non-compliance detected by means of such audits, and (e) reviewing the matters set forth on Schedule 4.22compliance status of off-site waste disposal facilities; (v) Compliance with all current or reasonably foreseeable future requirements pursuant to or under Environmental Laws would not, individually or any aggregation thereofin the aggregate, could be reasonably be expected to result in a Material Adverse Effect. Nothing in this subsection 5.13 to the contrary, no event or condition has occurred or is occurring with respect to Borrower or any of its Subsidiaries relating to any Environmental Law, any Release of Hazardous Materials, or any Hazardous Materials Activity, which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect; (vi) To Borrower's and each of its Subsidiary's knowledge, all Real Property Assets and all operations of RAC, Borrower and its Subsidiaries are in compliance, and have in the last five years been compliance, with Environmental Laws, except where such failure to comply could not reasonably be expected to have a Material Adverse Effect; and (vii) No judicial proceeding or action by any Governmental Authority is pending, or to the knowledge of Borrower and each of its Subsidiaries, threatened, under any Environmental Law to which RAC, Borrower or any of its Subsidiaries is or will be named as a party.

Environmental Protection. Except as specified in SCHEDULE 3.10 and after giving effect to the Transactions: (a) Except as set forth on Schedule 4.22: (i) Each the business of the Company Borrower and each of its Subsidiaries, the methods and means employed by the Borrower and its Subsidiaries has complied in the operation thereof (including all operations and conditions at or in the properties of the Borrower and its Subsidiaries), and the assets owned, leased, held or operated by the Borrower and its Subsidiaries, comply in all material respects with all applicable laws, rules, regulations, ordinances and codes of every kind, including Environmental Laws. Each ; (b) each of the Company Borrower and each of its Subsidiaries has prepared and filed with have obtained all permits under Environmental Laws necessary to its operations other than such permits the appropriate Governmental Authorities all reportsabsence of which could not, notificationsindividually or in the aggregate, have a Material Adverse Effect, and filings required pursuant all such permits are in good standing and the Borrower and its Subsidiaries are in compliance with all material terms and conditions of such permits; and (c) neither the Borrower nor its Subsidiaries have received (i) any claim or notice of violation, lien, complaint, suit, order or other claim or notice to the effect that it is or may be liable to any applicable Environmental Laws for the operation of the Company and the operation or occupation of the Leased Real Property including any such as are required Person as a result of the transactions contemplated hereby. Since January 1, 2007, neither the Company nor any of its Subsidiaries has received any notice or other information regarding any actual or alleged violation of, any actual or potential Liability under, or any corrective or remedial obligation under, any Environmental Law and to the Knowledge of the Company, no basis for any such notice exists. Neither the Company nor any of its Subsidiaries has been notified that it is potentially responsible or liable, or received any requests for information or other correspondence concerning any site or facility, under the applicable Environmental Laws. Neither the Company nor any of its Subsidiaries has entered into or received any consent, decree, compliance order, or administrative order pursuant to all applicable Environmental Laws. (ii) Each of the Company and each of its Subsidiaries holds all Environmental Permits necessary to conduct its operations including any such as are required as a result of the transactions contemplated hereby. Schedule 4.22 contains a true, complete and accurate list of all such Environmental Permits and, where applicable, their expiration dates. The Company does not have any reason to believe that any such Environmental Permits (A) will not be renewedthe environmental condition of any of their respective properties or any other property, or (B) will be renewed the release or threatened release of any Hazardous Materials, or (ii) any letter or request for information under terms that are reasonably likely Section 104 of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. ss.9604), or comparable state laws, and to have a Material Adverse Effect. (iii) Neither the Company nor any best of the Borrower's knowledge, none of the operations of the Borrower or its Subsidiaries has treated, stored, disposed of, arranged for are the subject of any Federal or permitted state investigation evaluating whether any remedial action is needed to respond to a release or threatened release of any Hazardous Material at the disposal of, transported, handled Borrower's or released its Subsidiaries' properties or at any substance including without limitation any Materials of Environmental Concern, or operated any property or facility (and no such property or facility, including the Leased Real Property, is contaminated by any such substance) in a manner that has given rise to Liability pursuant to any applicable Environmental Lawsother location, including any Liability for response costs, corrective action costs, personal injury, property damage, natural resources damage location to which the Borrower or attorney feesits Subsidiaries have transported, or any investigative, corrective or remedial obligations. (b) There are no reports, studies, assessments, audits, and other similar documents in arranged for the possession or control of the Company or any of its Subsidiaries or the Sellers that address any issues of actual or potential noncompliance with or actual or potential liability undertransportation of, any Environmental Laws that may affect the Company or any of its Subsidiaries. Copies of all such reports have been provided or made available to Buyer prior to the signing hereofHazardous Materials. (c) None of the matters set forth on Schedule 4.22, or any aggregation thereof, could reasonably be expected to result in a Material Adverse Effect.