Common use of Environmental Clause in Contracts

Environmental. No notice has been served on Seller or the Principals from any entity, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller is in full compliance with all applicable Environmental Laws (as defined below) relating to the ownership of the Property and Seller’s operations on, at, or relating to the Property. Without limitation of any of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller has not received any notice, whether written or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:

Environmental. No notice has been served on Seller Except as would not, individually or in the Principals from any entityaggregate, governmental body or individual claiming any violation of any lawreasonably be expected to have a Material Adverse Effect, regulation, ordinance or code, or requiring (i) the Company is in compliance with and not subject to any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller is in full compliance with all known liability under applicable Environmental Laws (as defined below), (ii) relating to the ownership of the Property Company has made all filings and Seller’s operations on, at, or relating to the Property. Without limitation of any of the foregoing, Seller has obtained provided all permits, authorizations, and licenses and caused all notifications to be made as notices required by under all applicable Environmental Laws. To , and has, and is in compliance with, all permits required under any applicable Environmental Laws, each of which is in full force and effect, (iii) (a) there are no pending Proceedings with respect to any Environmental Laws affecting the knowledgeCompany, information (b) the Company has not received any demand, claim or notice of violation of any Environmental Laws and belief (c) to the knowledge of the SellerCompany, there is no Proceeding, notice or demand letter or request for information threatened against the Property Company under any Environmental Law, (iv) no Lien or restriction has been recorded under any Environmental Law with respect to any assets, facility or property owned, operated, leased or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility of the Company (a) is not contaminated listed or, to the knowledge of the Company, proposed for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Material Materials are being released (as defined below) in violation at, on or under any facility owned, operated, leased or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge of such Environmental Lawsthe Company, and Seller has not received none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any notice, whether written Release of Hazardous Materials originating or oral, emanating from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:property.

Environmental. No notice has Except as to any matters which could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect: (a) at all facilities and property (including, without limitation, underlying groundwater) now, or to the knowledge of any Authorized Officer previously, owned, occupied, or leased by any Obligor, except with respect to matters that have been served on Seller fully resolved, each Obligor is, and continues to be, in compliance with all Environmental Laws; (b) there have been no past (which have not been fully resolved), and there are no pending or, to the knowledge of any Obligor, threatened (i) decrees, orders, claims, complaints, written notices or the Principals from requests for information received by any entity, governmental body or individual claiming Obligor with respect to any alleged violation of any law, regulation, ordinance or codeEnvironmental Law, or requiring compliance with (ii) written complaints, notices or inquiries to any lawObligor regarding potential liability under any Environmental Law; (c) there have been no Releases or threatened Releases of Regulated Substances at, regulationon or under any property now, ordinance or codeto the knowledge of any Authorized Officer previously, demanding payment owned, occupied, or contribution, for environmental damage or injury to natural resources. To the knowledge, information leased by any Obligor; (d) each Obligor has been issued and belief of the Seller, Seller is in full compliance with all with, and to the extent required by applicable Environmental Laws (as defined below) relating has timely applied to the ownership of the Property and Seller’s operations onrenew, at, or relating to the Property. Without limitation of any of the foregoing, Seller has obtained all permits, authorizationscertificates, and approvals, licenses and caused all notifications to be made as other authorizations required by all applicable Environmental Laws. To ; (e) no property now, or to the knowledgeknowledge of any Authorized Officer previously, information and belief of the Sellerowned, the Property is not contaminated occupied or leased by any Hazardous Material Obligor is listed or, to the knowledge of any Authorized Officer, proposed for listing on any federal or state list of sites requiring any investigation, monitoring, remediation, or clean-up; (as defined belowf) in violation there are no underground storage tanks, active or abandoned, including, without limitation, petroleum storage tanks, on or under any property now, or to the knowledge of such Environmental Lawsany Authorized Officer previously, and Seller owned or leased by any Obligor; (g) no Obligor has not received directly transported or directly arranged for the transportation of any notice, whether written or oral, from Regulated Substance to any person that Seller or the Property location which is the subject of federal, state or local enforcement actions or other investigations which may lead to claims against any investigation Obligor for any remedial work, damage to natural resources or proceeding pertaining personal injury; (h) there are no polychlorinated biphenyls or friable asbestos present at any property now, or to the presence of or the release or threatened release knowledge of any Hazardous Material in violation of applicable Environmental LawsAuthorized Officer previously, owned or leased by any claim arising fromObligor; (i) no environmental conditions exist at, based onon or under any property now, or relating to the knowledge of any environmental condition at Authorized Officer previously, owned or involving leased by any Obligor, which, with the Propertypassage of time, or the compliance giving of notice or noncompliance with both, would give rise to any liability under any Environmental Laws. There are Law; (j) no underground transaction contemplated by either this Agreement requires the prior approval of, or above ground tanks any filing with, any Governmental Authority which enforces or storage vessels presently or formerly used administers any Environmental Law, except for the storage of any Hazardous Material present at the Property. True such approvals as have been obtained and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related which have been delivered to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:Agent.

Environmental. No notice has been served on Seller or Except as would not have a Company Material Adverse Effect: (a) the Principals from any entityCompany and its Subsidiaries are, governmental body or individual claiming any violation of any lawand since July 21, regulation2021, ordinance or codehave been, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller is in full compliance with all applicable Environmental Laws Laws, including possessing all Company Permits applicable to their operations under all Environmental Laws; (b) there is no pending or threatened Action pursuant to any Environmental Law against the Company or any of its Subsidiaries; (c) since July 21, 2021 through the date of this Agreement, neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, or claim from any Person, including any Governmental Authority, alleging that the Company or any of its Subsidiaries has been or is in violation or potentially in violation of any applicable Environmental Law or otherwise may be liable under any applicable Environmental Law; (d) neither the Company nor any of its Subsidiaries is a party or subject to any Order relating to compliance with Environmental Law or the investigation, remediation, removal or cleanup of Hazardous Materials, and neither the Company nor any Company Subsidiary has entered into any Contract with another Person of which the primary purpose thereof was to assume, undertake or otherwise become subject to any liability of another Person under any Environmental Law; (e) to the Knowledge of the Company, with respect to the Leased Real Property, there have been no Releases on or underneath any of such real properties that has caused environmental contamination at such real properties that would reasonably be expected to result in an obligation to remediate such environmental contamination pursuant to applicable Environmental Law or result in liability pursuant to applicable Environmental Law with respect to remediation conducted by other Persons; (f) neither the Company nor any of its Subsidiaries has been identified by any Governmental Authority as defined belowa potentially responsible party under CERCLA or any similar state or foreign Law at any site; and (g) the Company has made available to Parent prior to the date of this Agreement true, correct and complete copies of any environmental reports, studies, assessments and other material environmental information prepared since July 21, 2021 in its possession relating to the ownership of the Property Company or its Subsidiaries and Seller’s operations on, at, its current or relating to the Property. Without limitation of any of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller has not received any notice, whether written former properties or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:operations.

Environmental. No notice (a) Section 3.10(a) of the Disclosure Schedules sets forth all material Environmental Permits and operating certifications held in connection with the Business and the Seller’s ownership of the Purchased Assets. (b) The Seller has been served on Seller or the Principals from any entity, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury and continues to natural resources. To the knowledge, information and belief of the Seller, Seller is be: (i) in full compliance with all applicable Environmental Laws (as defined below) relating to the ownership of the Property Purchased Assets and the operation of the Business and (ii) has obtained, and is in compliance with, all material Environmental Permits and operating certifications required to be held in connection with the operation of the Business and/or the Seller’s operations onownership of the Purchased Assets. (c) There is no Action pending or, at, or relating to the Property. Without limitation of any of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief Knowledge of the Seller, threatened against the Property is not contaminated by any Hazardous Material (as defined below) Seller, in violation of such Environmental Laws, and Seller has not received any notice, whether written or oral, from any person that Seller or the Property is the subject respect of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental LawsLaws or with respect to any operating certifications held by the Seller involving or relating, in any claim arising frommanner, based onto the Purchased Assets or the operation of the Business. (d) The Seller has not treated, stored, disposed of, arranged for, or permitted the disposal of, transported, handled, or otherwise Released or contracted with any Person to treat, store, dispose of, arrange for, or permit the disposal of, transport, handle, or otherwise Release any Hazardous Material, during the operation of the Business in any manner that could give rise to any Liability under Environmental Laws or any obligation to take remedial action. (e) The Seller has not assumed, undertaken, provided indemnity with respect to, or otherwise become subject to any Liability, including any obligation for remedial action, of any other Person relating to any environmental condition at Environmental Law with respect to the Purchased Assets or involving the Propertyoperation of the Business. (f) The Seller has provided to the Buyer true, correct, and complete copies of all material reports, assessments, agreements, notices, audits, investigations, and studies in the possession, custody, or control of the Seller concerning: (i) the Seller’s actual, alleged, or potential non-compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related Laws with respect to the Property Purchased Assets or Seller’s operations on, at, the operation of the Business or relating (ii) any material Liability of the Seller under Environmental Laws with respect to the Property have been made available to Buyer for copying and/or inspection to Purchased Assets or the extent that the same are in the possession operation of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:Business.

Environmental. No notice Except as disclosed on Exhibit 3.10, Borrower warrants and represents to Lenders, that: (i) Borrower has been served on Seller or undertaken all appropriate inquiry and investigation as to the Principals from environmental condition of each Property; (ii) each Property and Borrower, and any entityoccupants of the Property, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring are in compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury and shall continue to natural resources. To the knowledge, information and belief of the Seller, Seller is be in full compliance with all applicable Environmental Laws; (iii) each Property is not and has never been used to generate, handle, treat, store or dispose of Hazardous Materials in excess of De Minimis Amounts or otherwise in violation of any Environmental Laws; (iv) no Hazardous Materials (including asbestos, mold or lead paint in any form) in excess of De Minimis Amounts are located on or under any Property or emanate from any Property or have been disposed of, stored or treated on or about any Property; (v) there are no unregistered underground storage tanks on the Property that are subject to any underground storage tank registration laws or regulations; (vi) no notice has been received with regard to any Hazardous Material on any Property; (vii) no action, investigation or proceeding is pending or to Borrower’s knowledge threatened which seeks to enforce any right or remedy against Borrower or any Property under any Environmental Law; (viii) neither Borrower nor any occupant of the Property, is subject to any remedial obligations as to the Property under Environmental Laws (as defined below) relating to Hazardous Materials, health or the ownership environment; (ix) Borrower has not, nor will Borrower, release or waive the liability of any previous owner, lessee or operator of the Property and Seller’s operations on, at, or relating to the Property. Without limitation of any of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to party who may be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller has not received any notice, whether written or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to potentially responsible for the presence of or the release or threatened release removal of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating to any environmental condition at or involving from the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage nor has it made promises of any indemnification regarding Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to on the Property or Seller’s operations onto any party, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are except as contained herein and in the possession of the Seller. If Seller is found Loan Documents; and (x) all licenses, permits and other governmental or regulatory actions necessary for each Property to not be in compliance comply with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit Environmental Laws shall be immediately refunded to Buyer obtained and the parties maintained and Borrower shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:assure compliance therewith.

Environmental. No notice has To the knowledge of the Transferor or except as disclosed in writing in the environmental studies provided by Transferee to Transferor or known to Transferee in its environmental reports received as of Closing Date: (a) Hazardous Materials have not been served on Seller generated, used, treated or stored on, or transported to or from any of the Units by the Transferor or the Principals from Company except as used or stored in compliance with all Environmental Laws; (b) Hazardous Materials have not been released or disposed of by the Transferor or the Company, or their authorized agents, at the project site for the Project or any entityproperty adjoining the project site for the Project, governmental body or individual claiming except such releases which do not violate any Environmental Laws; (c) the Transferor and the Company hold, and are in substantial compliance with, all Permits currently required by Environmental Laws, and the Transferor and the Company have not received any written notice of any violation of any lawEnvironmental Law that has not heretofore been resolved; (d) neither the Transferor nor the Company has received any written request for information, regulationnor been notified that it is a potentially responsible party, ordinance under any Environmental Law with respect to any on-site location relating to the ownership, operation or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief maintenance of the Seller, Seller is in full compliance with all applicable Project or the Units; and (e) there are no pending or threatened Actions relating to Hazardous Materials or arising under any Environmental Laws (as defined below“Environmental Claims”) relating against the Company or, in relation to the ownership Project or the Site, the Transferor. Except as disclosed to the Transferee in writing, to the knowledge of Transferor or known to Transferee in its environmental reports received as of Closing Date there are no facts or circumstances, conditions, pre-existing conditions or occurrences affecting the Project or the Units or any other assets or properties of the Property and Seller’s operations onCompany known to the Transferor that could reasonably be anticipated (a) to form the basis of an Environmental Claim against the Transferor, atthe Company, its assets or properties, the Project or the Units, or relating (b) to cause the Property. Without limitation of Company, its assets or properties, the Project or the Units to be subject to any restrictions on the ownership, occupancy, use or transferability of the foregoingCompany, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Sellerits assets or properties, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller has not received any notice, whether written or oral, from any person that Seller Project or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with Units under any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:Law.

Environmental. No (a) Neither the Company nor any of its Subsidiaries (i) has received any written notice has been served on Seller with respect to the business of, or properties owned or leased by, the Principals Company or any of its Subsidiaries from any entity, governmental body Governmental Entity or individual claiming third party that remains outstanding alleging that the Company or any violation of any law, regulation, ordinance or code, or requiring its Subsidiaries is not in compliance with any lawLaws governing pollution or the protection of human health or the environment, regulation(ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, ordinance Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of the Company or codeany of its Subsidiaries which release remains unresolved, demanding payment (iii) currently owns, operates or contributionleases or has formerly owned, for environmental damage operated or injury leased any premises that is listed, or to natural resources. To the Company’s knowledge, information proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and belief Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Seller, Seller is in full compliance with all applicable Environmental Laws (as defined below) relating Company or any Subsidiary pursuant to the ownership provisions of the Property and Seller’s operations on, at(1) CERCLA, or relating to the Property. Without limitation (2) any similar Federal, state, local, foreign or other Environmental Law. (b) The Company and each of any of the foregoing, Seller its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits, authorizationsexcept where the failure to obtain or comply with any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and licenses and caused all notifications effect and, to be made as required by all applicable Environmental Laws. To the Company’s knowledge, information and belief of there are no pending or threatened claims that seek the Sellerrevocation, the Property is not contaminated by cancellation, suspension or any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller has not received any notice, whether written or oral, from any person that Seller or the Property is the subject adverse modification of any investigation or proceeding pertaining such permits, except where the failure to the presence of or the release or threatened release of have any Hazardous Material in violation of applicable Environmental Lawssuch Permit would not, any claim arising from, based onindividually, or relating in the aggregate, reasonably be expected to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous have a Company Material present at the Property. True and correct Adverse Effect. (c) The Company previously has made available to Parent copies of all written environmental reports, including but not limited to, Phase I environmental site assessmentsassessments prepared by any person, Phase II or greater environmental investigation reports, compliance audits, or and permits required under Environmental Laws and all other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to material correspondence with Governmental Entities in the Property or SellerCompany’s operations on, at, or possession relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(sEnvironmental Laws. (d) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community Xxxxx-xx-Xxxx Xxx, 00 X.X.X. § 00000 et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.

Environmental. No notice Except as set forth on Schedule 4.14: (a) There are no underground tanks and related pipes, pumps and other facilities regardless of their use or purpose whether active or abandoned at the Real Property. (b) The Company does not sell and have not sold any product containing asbestos or that utilizes or incorporates asbestos-containing materials in any way. (c) The Company presently is and has been served on Seller in material compliance with all Environmental Laws applicable to the Real Property or formerly owned, leased or operated locations or the Principals from Company’s business, and there exist no Environmental Conditions that require reporting, investigation, assessment, cleanup, remediation or any entity, governmental body other type of response action pursuant to any Environmental Law or individual claiming that could reasonably be expected to be the basis for any violation liability of any lawkind pursuant to any Environmental Law. (i) The Company has not generated, regulationmanufactured, ordinance refined, transported, treated, stored, handled, disposed, transferred, produced or codeprocessed any Hazardous Materials at or upon the Real Property or formerly owned, leased or requiring compliance with any lawoperated locations, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller is except in full material compliance with all applicable Environmental Laws Laws; (as defined belowii) relating to the ownership there has been no Release or Threat of the Property and Seller’s operations on, at, or relating to the Property. Without limitation of any of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller has not received any notice, whether written or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release Release of any Hazardous Material at or in violation the vicinity of applicable Environmental Lawsthe Real Property that requires or may be reasonably expected to require reporting, investigation, assessment, cleanup, remediation or any claim arising from, based on, or relating other type of response action pursuant to any environmental condition at Environmental Law; and (iii) there has been no Release or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage Threat of Release of any Hazardous Material present at or in the vicinity of locations formerly owned, leased or operated by the Company that requires or may be reasonably expected to require reporting, investigation, assessment, cleanup, remediation or any other type of response action by the Company pursuant to any Environmental Law. (e) The Company has not (i) entered into or been subject to any consent decree, compliance order or administrative order with respect to the Real Property or formerly owned, leased or operated locations or any facilities or operations thereon; (ii) received notice under the citizen suit provisions of any Environmental Law; (iii) received any request for information, notice, demand letter, administrative inquiry or formal or informal complaint or claim with respect to any Environmental Condition; or (iv) been subject to or, to the knowledge of the Majority Shareholders, threatened with any governmental or citizen enforcement action with respect to any Environmental Law. (f) (i) There currently are effective all Permits required under any Environmental Law which are necessary for the Company’s activities and operations at the Real Property. True ; for any past or ongoing alterations or improvements at the Real Property; and correct (ii) any applications for renewal of such Permits have been submitted on a timely basis. (g) The Company has made available to the Purchaser and the Sub copies of all written documents, records and information in its possession or control concerning Environmental Conditions, including, without limitation, previously conducted environmental reportsaudits and documents regarding any disposal of Hazardous Materials at, including but not limited to, Phase I environmental site assessments, Phase II upon or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to from the Real Property or Seller’s operations onformerly owned, atleased or operated locations, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, spill control plans and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer environmental agency reports and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:correspondence.

Environmental. No notice has (a) Except as would not have a Company Material Adverse Effect: (i) the Company and its Subsidiaries are, and since January 1, 2021 have been served on Seller or the Principals from any entity, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller is in full compliance with all applicable Environmental Laws (as defined below) relating to the ownership of the Property Laws, including possessing and Seller’s complying with all Company Permits required for their operations on, at, or relating to the Property. Without limitation of any of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all under applicable Environmental Laws. To ; (ii) there is no pending or, to the knowledge, information and belief Knowledge of the SellerCompany, threatened Action pursuant to any Environmental Law against the Property Company or any of its Subsidiaries; (iii) since January 1, 2021 through the date of this Agreement, neither the Company nor any of its Subsidiaries has received written notice from any Person, including any Governmental Authority, alleging that the Company or any of its Subsidiaries has been or is not contaminated by any Hazardous Material (as defined below) in violation or potentially in violation of such Environmental Laws, and Seller has not received any notice, whether written or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental LawsLaw or otherwise may be liable under any applicable Environmental Law, any claim arising from, based on, which violation or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession liability is unresolved; (iv) as of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind date of this Agreement, neither the Deposit shall be immediately refunded Company nor any of its Subsidiaries is a party or subject to Buyer and any Order pursuant to Environmental Law; and (v) to the parties shall be discharged Knowledge of the Company, there have been no Releases of Hazardous Materials at any location, including any current or formerly owned, leased or operated properties, such that it has caused environmental contamination at such real properties that is reasonably likely to result in any obligation to remediate such environmental contamination by, or result in liability to, the Company or any of its Subsidiaries pursuant to applicable Environmental Law. (b) Neither the Company nor any of its Subsidiaries has assumed, undertaken or provided an indemnity with respect to any material liability or obligation of any other Person relating to Hazardous Materials or Environmental Law. (c) Neither the Company nor any of its Subsidiaries is required by any Environmental Law, as a result of the transactions contemplated by this Agreement (other than any Divestiture Action), (i) to perform a site assessment for Hazardous Materials, (ii) to remove or remediate Hazardous Materials, or (iii) to receive approval from all further obligation any Governmental Authority or liability under this Agreement. For purposes of this Agreement:other Person pursuant to Environmental Laws.

Environmental. No notice Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (a) no written notice, claim, demand, request for information, Order, complaint or penalty has been served on Seller received by any of the Debtors or their Subsidiaries, and there are no Legal Proceedings pending or, to the Principals from any entityKnowledge of the Company, governmental body or individual claiming any threatened which allege a violation of or liability under any lawEnvironmental Laws (including with respect to exposure to Hazardous Materials), regulation, ordinance or code, or requiring compliance with in each case relating to any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the SellerDebtors or their Subsidiaries, Seller is (b) each Debtor and each of their respective Subsidiaries has received (including timely application for renewal of the same), and maintained in full compliance force and effect, all environmental permits, licenses and other approvals, and has maintained all financial assurances, in each case to the extent necessary for its operations to comply with all applicable Environmental Laws and is, and since January 1, 2017, has been, in compliance with the terms of such permits, licenses and other approvals and with all applicable Environmental Laws, (as defined belowc) relating to the ownership Knowledge of the Property and Seller’s operations onCompany, no Hazardous Material is located at, on or relating under any property currently or formerly owned, operated or leased by any of the Debtors or their Subsidiaries that has given rise or would reasonably be expected to the Property. Without limitation give rise to any cost, liability or obligation of any of the foregoingDebtors under any Environmental Laws, Seller (d) to the Knowledge of the Company, no Hazardous Material has obtained all permitsbeen Released, authorizationsgenerated, owned, treated, stored, transported or handled by any of the Debtors or their Subsidiaries, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief none of the Seller, Debtors or their Subsidiaries has arranged for or permitted the Property is not contaminated by any disposal of Hazardous Material (as defined below) at any location in violation a manner that has given rise or would reasonably be expected to give rise to any cost, liability or obligation of such any of the Debtors or their Subsidiaries under any Environmental Laws, and Seller (e) no agreements in which any of the Debtors or their Subsidiaries has not received expressly assumed responsibility for any notice, whether written or oral, from any person that Seller or the Property is the subject known obligation of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim other Person arising from, based on, under or relating to any environmental condition at or involving Environmental Laws that remains unresolved. Notwithstanding the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage generality of any Hazardous Material present at the Property. True other representations and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are warranties in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded representations and warranties in this Section 4.19 constitute the sole and exclusive representations and warranties in this Agreement with respect to Buyer and the parties shall be discharged from all further obligation any environmental, health or liability safety matters, including any arising under this Agreement. For purposes of this Agreement:or relating to Environmental Laws.

Environmental. No notice Except as set forth in Schedule 4.15: (a) Seller has been served on Seller not entered into any agreements, consents, orders, decrees or the Principals from any entity, governmental body or individual claiming any violation judgments of any lawGovernmental Authority, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief that are in existence as of the SellerExecution Date, Seller is in full compliance with all applicable that are based on any Environmental Laws (as defined below) relating and that relate to the ownership of the Property and Seller’s operations on, at, current or relating to the Property. Without limitation future use of any of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief Assets; (b) As of the SellerExecution Date, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller has not received any notice, whether written or oral, notice from any person that Seller or the Property is the subject Person of any investigation or proceeding pertaining to the presence of or the release or threatened release disposal of any Hazardous Material Substance concerning any land, facility, asset or property included in the Assets that would reasonably be expected to: (i) materially interfere with or prevent compliance by Seller with any Environmental Law or the terms of any license or Permit issued pursuant thereto; or (ii) give rise to or result in any material common Law or other liability of Seller to any Person; (c) There are no actions, suits or proceedings pending, or to Seller’s knowledge, threatened in writing, before any Governmental Authority against Seller with respect to the Assets alleging material violations of Environmental Laws that remain unresolved; (d) With respect to the Assets operated by Seller or its Affiliates (and in all other cases, to Seller’s knowledge), Seller has received no written notice from any Governmental Authority of any material violation or material non-compliance with any Environmental Law or of applicable material non-compliance with the terms or conditions of any Permits required under Environmental Laws, any claim arising from, based onupon, associated with or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property Assets or Seller’s operations onownership or operation of any thereof, at, or relating in each case to the Property extent unresolved; (e) Copies of all final written reports of environmental site assessments and/or compliance audits by a Third Party on behalf of Seller or any of its Affiliates or that are otherwise in Seller’s or any of its Affiliates’ possession or control, in each case, that have been prepared in the eighteen (18) months prior to the Execution Date have been, in each case, provided or made available to Buyer for copying and/or inspection Purchaser prior to the extent that Execution Date; and (f) Without limitation of Section 3.4, this Section 4.15 constitutes Seller’s sole representation and/or warranty regarding the same are in the possession environmental condition of the Seller. If Seller is found to not be in Assets (or the Assets compliance with this Section 7(sEnvironmental Law) in any wayor the Seller’s compliance with, Buyer shall have or violation of, Environmental Laws regarding the right Assets or the Seller’s business with respect to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:Asset.

Environmental. No notice has been served on Seller (a) Except as would not, individually or in the Principals from any entityaggregate, governmental body or individual claiming any violation of any lawbe material to the Company and the Company Subsidiaries, regulationtaken as a whole, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief each of the Seller, Seller is in full compliance Company and the Company Subsidiaries has complied with all applicable Environmental Laws (as defined below) relating Laws, and no Proceeding, charge, demand, or notice has been filed, commenced or, to the ownership Knowledge of the Property and Seller’s operations onCompany, at, or relating to the Property. Without limitation of threatened against any of the foregoingCompany or the Company Subsidiaries alleging any failure to so comply. Without limiting the generality of the preceding sentence, Seller each of the Company and the Company Subsidiaries has obtained all permits, authorizationsPermits that are required under, and licenses has complied with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and caused timetables that are contained in, all notifications Environmental Laws, except in each foregoing case where the failure to obtain any such Permit or any non-compliance, individually or in the aggregate, would not be made material to the Company and the Company Subsidiaries, taken as required by all a whole. (b) Except as would not, individually or in the aggregate, be material to the Company and the Company Subsidiaries, taken as a whole: (i) none of the Company or any of the Company Subsidiaries has any liability for damage to any site, location or body of water (surface or subsurface), for any illness of or personal injury to any employee or other individual, or for any other reason, in each case under applicable Environmental Laws. To the knowledge, information and belief ; and (ii) none of the Seller, Company or any of the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller Company Subsidiaries has not received any notice, whether written handled or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release disposed of any Hazardous Material Substance, arranged for the disposal of any Hazardous Substance, exposed any employee or other individual to any Hazardous Substance or condition or owned or operated any property or facility in violation any manner that could reasonably be expected to form the basis for any present or future Proceeding, charge, or demand against the Company or any Company Subsidiary. (c) All properties and equipment used in the business of the Company and the Company Subsidiaries are now and have been free from any Hazardous Substance that would be material to the Company and the Company Subsidiaries, taken as a whole, except for reasonable quantities of substances typically used and reasonably necessary for the ordinary operation of the business of the Company and the Company Subsidiaries or the maintenance of any real property set forth on Section 4.15(a) of the Company Disclosure Schedule, so long as such substances are used, transported, stored and handled in accordance with applicable Environmental Laws, any claim arising from, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:.

Environmental. No notice has been served Except for such matters that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect: (a) To the knowledge of the Company, there is no condition existing on Seller any real property or other asset owned, leased or operated by the Principals Company or any Company Subsidiary or resulting from operations conducted thereon that would reasonably be expected to give rise to any entity, governmental body liability to the Company or individual claiming any Company Subsidiary under Environmental Laws or constitute a violation of any lawEnvironmental Laws, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To and the knowledge, information Company and belief of the Seller, Seller is all Company Subsidiaries are otherwise in full compliance with all applicable Environmental Laws Laws. (as defined belowb) None of the Company and the Company Subsidiaries, no current or former real property or other asset owned, leased or operated by the Company or any Company Subsidiary, nor the operations currently or formerly conducted thereon or in relation thereto by the Company or any Company Subsidiary or by any prior owner, lessee or operator of such real property or other asset, are subject to any pending or, to the knowledge of the Company, threatened action, suit, investigation, inquiry or proceeding relating to any Environmental Laws by or before any court or other governmental authority. (c) All material permits, notices and authorizations, if any, required to be obtained or filed in connection with the ownership operation or use of any real property or other asset owned, leased or operated by the Company or any Company Subsidiary, including without limitation past or present treatment, storage, disposal or release of a Hazardous Substance or solid waste into the environment, have been duly obtained or filed, and the Company is in compliance in all material respects with the terms and conditions of all such permits, notices and authorizations. (d) Hazardous Materials have not been released, disposed of or arranged to be disposed of by the Company or any Company Subsidiary, in violation of, or in a manner or to a location that would reasonably be expected to give rise to liability under, any Environmental Laws. (e) None of the Property Company and Seller’s operations onthe Company Subsidiaries has assumed, atcontractually or, or relating to the Property. Without limitation of any knowledge of the foregoingCompany, Seller has obtained all permitsby operation of law, authorizations, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief any liabilities or obligations of the Seller, the Property is not contaminated by third parties under any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller has not received any notice, whether written except in connection with the acquisition of assets or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:entities associated therewith.

Environmental. No notice has been served Except to the extent that any violations or other matters referred to in this subparagraph do not, and would not reasonably be expected to, individually or in the aggregate, have a material adverse effect on Seller or the Principals from any entityBaytex Group (taken as a whole) (and in the case of properties for which Baytex is not the operator, governmental body or individual claiming any to Baytex's knowledge): (i) to the best of its knowledge, Baytex is not in violation of any lawapplicable Environmental Laws; (ii) to the best of its knowledge, regulationBaytex has operated its business at all times and has received, ordinance handled, used, stored, treated, shipped and disposed of all Hazardous Substances in compliance with Environmental Laws; (iii) to the best of its knowledge, there have been no spills, releases, deposits or codedischarges of Hazardous Substances, or requiring compliance with wastes into the earth, subsoil, underground waters, air or into any lawbody of water or any municipal or other sewer or drain water systems by Baytex, regulationor on or underneath any location which is or was currently or formerly owned, ordinance leased or codeotherwise operated by Baytex, demanding payment that have not been fully remediated; (iv) no orders, directions or contribution, for environmental damage or injury notices have been issued and remain outstanding pursuant to natural resources. To the knowledge, information and belief of the Seller, Seller is in full compliance with all applicable any Environmental Laws (as defined below) relating to the ownership business or assets of the Property and Seller’s operations on, at, or relating Baytex of which Baytex has notice; (v) Baytex has not failed to report to the Property. Without limitation proper Governmental Authority the occurrence of any event which is required to be so reported by any Environmental Law; (vi) Baytex holds all Governmental Authorizations required in connection with the operation of its business and the foregoingownership and use of such assets, Seller has obtained all permits, authorizationsGovernmental Authorizations are in full force and effect, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller Baytex has not received any notice, whether written or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating notification pursuant to any environmental Environmental Laws that any work, repairs, constructions or capital expenditures are required to be made by it as a condition at or involving the Property, or the of continued compliance or noncompliance with any Environmental Laws. There Laws or Governmental Authorizations, or that any Governmental Authorization referred to above is about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; and (vii) there are no underground pending or, to the knowledge of Baytex, threatened claims, liens or above ground tanks or storage vessels presently Encumbrances (other than Permitted Encumbrances) resulting from Environmental Laws with respect to any of the properties of Baytex currently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reportsowned, including but not limited toleased, Phase I environmental site assessments, Phase II operated or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:otherwise used.

Environmental. No notice Except as set forth on Section 4Q of the Company Disclosure Letter, (i) neither the Company nor any of its Subsidiaries (a) has received any material written communication from, or been subject to a material claim asserted in writing by, any third party (including, without limitation, a governmental authority), or (b) to the knowledge of the Company, has been served on Seller subject to any material investigation by a governmental authority, that, in the case of (a) or (b) above, alleges that the Principals from Company or any entity, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring its Subsidiaries is not in material compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller is in full compliance with all applicable Environmental Laws and which allegation has not been resolved, (as defined belowii) relating to the ownership of the Property Company and Seller’s operations onits Subsidiaries hold, atand are in material compliance with, or relating to the Property. Without limitation of any of the foregoing, Seller has obtained all material permits, authorizations, and licenses and caused all notifications governmental authorizations required to be made as required obtained by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Company or its Subsidiaries under Environmental Laws, and Seller the Company and its Subsidiaries are in material compliance with all Environmental Laws; (iii) to the knowledge of the Company, neither the Company nor any of its Subsidiaries has not received treated, stored, disposed of, arranged for or permitted the disposal of, transported or released any noticesubstance, whether written pollutant, contaminant or oralwaste in a manner or location that has given rise to, from or that is reasonably likely to give rise to, material claims or material liabilities under Environmental Laws for environmental site investigation or cleanup, corrective action, other response action, or damages or injuries to persons, property or natural resources; (iv) with respect to properties or facilities currently or formerly owned, leased or operated by the Company or any person that Seller of its Subsidiaries during such Company’s or any of its Subsidiaries’ ownership, lease or operation, there has been no release or threat of a release by the Property is Company or any of its Subsidiaries, or, to the subject Company’s knowledge, by others, of any hazardous substance, pollutant, contaminant or waste where such release or threat of a release has given rise to, or that is reasonably likely to give rise to, any material liability for environmental site investigation or proceeding pertaining cleanup, corrective action, other response action or damages or injuries to the presence of persons, property or the release or threatened release of any Hazardous Material in violation of applicable natural resources under Environmental Laws, ; and (v) no Liens arising under Environmental Laws are recorded against any claim arising from, based on, property owned or relating to leased by the Company or any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Lawsof its Subsidiaries. There are no underground or above ground tanks or storage vessels presently or formerly As used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer term “Environmental Laws” means the Clean Air Act, as amended, the Comprehensive Environmental Response, Compensation and Liability Act, as amended (“CERCLA”), the parties shall be discharged from all further obligation Resource Conservation and Recovery Act, as amended, the Clean Water Act, as amended, and any other foreign, federal, provincial, state or local laws, regulations or ordinances regulating or imposing standards of conduct or liability under this Agreement. For purposes relating to pollution or protection of this Agreement:the environment or worker health and safety as the foregoing are enacted and in effect on or prior to the Closing.

Environmental. No notice (a) Except as would not be reasonably likely to result in material liability to the Company, the Company has not (i) operated any underground storage tanks at any property that the Company has at any time owned, operated, occupied or leased; or (ii) released any substance that has been served on Seller designated by any Governmental Entity or by applicable Law to be radioactive, toxic, hazardous or otherwise a danger to health or the Principals from environment, including PCBs, asbestos, petroleum, urea-formaldehyde and all substances listed as hazardous substances pursuant to the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, or defined as a hazardous waste pursuant to the federal Resource Conservation and Recovery Act of 1976, as amended, and the regulations promulgated pursuant to said Laws (a “Hazardous Material”). Except as would not be reasonably likely to result in material liability to the Company, no Hazardous Materials are present, as a result of the actions of the Company or, to the Company’s Knowledge, as a result of any entityactions of any third party or otherwise, governmental body in, on or individual claiming under any property, including the land and the improvements, ground water and surface water thereof, that the Company has at any time owned, operated, occupied or leased. (i) Except as would not be reasonably likely to result in material liability to the Company, the Company has not transported, stored, used, manufactured, disposed of, released or exposed its employees or others to Hazardous Materials in violation of any lawLaw nor (ii) has the Company or any of such subsidiaries disposed of, regulationtransported, ordinance or codesold, or requiring compliance with manufactured any law, regulation, ordinance product containing a Hazardous Material (any or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief all of the Sellerforegoing being collectively referred to as “Hazardous Materials Activities”), Seller is in full compliance with all applicable Environmental Laws violation of any Law promulgated to prohibit, regulate or control Hazardous Materials or any Hazardous Materials Activity. (c) Except as defined below) relating would not be reasonably likely to result in material liability to the ownership Company, the Company has not, the Company currently holds all Licenses necessary for the conduct of their respective Hazardous Material Activities, if any, and other business as such activities and business are currently being conducted. (d) No Action is pending or, to the Knowledge of the Property and Seller’s operations onCompany, atthreatened, or relating to the Property. Without limitation of any of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by concerning any Hazardous Material or any Hazardous Materials Activity of the Company or any Licenses relating thereto. The Company is not aware of any fact or circumstance which could involve the Company in any material environmental litigation or impose upon the Company any material environmental liability. (as defined belowe) in violation of such Environmental Laws, and Seller The Company has not received any notice, whether written or oral, from notice (i) alleging any person that Seller or of the Property items in Sections 6.244(a) through (d) above. (f) The Company is the not subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating to any environmental condition at orders, decrees or involving the Property, injunctions by any Governmental Entity or the compliance or noncompliance is subject to any indemnity agreement with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or party addressing liability under this Agreement. For purposes of this Agreement:any Environmental Law.

Environmental. No notice Except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (a) no written notice, claim, demand, request for information, Order, complaint, or penalty has been served on Seller or received by any of the Principals from any entityCompany Group Members, governmental body or individual claiming any and there are no Legal Proceedings pending or, to the Knowledge of the Company Group Members, threatened which allege a violation of or liability under any lawEnvironmental Laws, regulation, ordinance or code, or requiring compliance with in each case relating to any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the SellerCompany Group Members, Seller is (b) each Company Group Member has received (including timely application for renewal of the same), and maintained in full compliance force and effect, all environmental permits, licenses and other approvals, and has maintained all financial assurances, in each case to the extent necessary for its operations to comply with all applicable Environmental Laws and is, and since January 1, 2017, has been, in compliance with the terms of such permits, licenses and other approvals and with all applicable Environmental Laws, (as defined belowc) relating no Hazardous Material is or, to the ownership Knowledge of the Property and Seller’s operations onCompany Group Members, was located at, on or relating under any property currently or formerly owned, operated or leased by any of the Company Group Members that would reasonably be expected to the Property. Without limitation give rise to any cost, liability or obligation of any of the foregoingCompany Group Members under any Environmental Laws, Seller (d) no Hazardous Material has obtained all permitsbeen Released, authorizationsgenerated, owned, treated, stored or handled by any of the Company Group Members, and licenses and caused all notifications no Hazardous Material has been transported to be made as required by all applicable Environmental Laws. To the knowledgeor Released at any location, information and belief or exposed to any Person, in a manner that would has given or would give rise to any cost, liability or obligation of any of the Seller, the Property is not contaminated by Company Group Members under any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller (e) there are no agreements in which any of the Company Group Members has not received expressly assumed responsibility for any notice, whether written or oral, from any person that Seller or the Property is the subject known obligation of any investigation other Person arising under or proceeding pertaining relating to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but which has not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection the Commitment Parties prior to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:date hereof.

Environmental. No notice has been served on Seller (a) Except as disclosed in Section 2.17(a) of the Company Disclosure Letter or in the Environmental Reports (as hereinafter defined): (i) the Company and its subsidiaries are in compliance in all material respects with, and have no material liabilities arising under, applicable Laws and common law pertaining to the use, management, recycling, remediation or disposal of Hazardous Substances (as defined below), or to the protection of human health or the Principals environment (“Environmental Laws”); (ii) neither the Company nor its subsidiaries have received written, or to the knowledge of the Company, oral, notice from any entity, governmental body Governmental Authority or individual claiming other third party of any alleged material violation of or material liability under any lawEnvironmental Law that remains unresolved, regulationincluding, ordinance without limitation, any written notice that any of them or codeany of their predecessors is or may be a potentially responsible party in respect of, or requiring compliance with may otherwise bear any lawmaterial liability for, regulation, ordinance any actual or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller is in full compliance with all applicable Environmental Laws threatened Release (as defined below) relating of Hazardous Substance at any site or facility that is, has been or could reasonably be expected to be listed on the National Priorities List, the Comprehensive Environmental Response, Compensation and Liability Information System or any similar or analogous federal, state, provincial, territorial, municipal, county, local or other domestic or foreign list, schedule, inventory or database of Hazardous Substance sites or facilities; (iii) there is no litigation or other proceeding pending, or, to the ownership knowledge of the Property and Seller’s operations onCompany, at, threatened against the Company or relating to the Property. Without limitation of any of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all applicable its subsidiaries under any Environmental Laws. To the knowledge, information and belief Law; (iv) none of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller has not received any notice, whether written or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels properties presently or formerly used for owned or operated by the storage Company or any of its subsidiaries (including, without limitation, structures, surface water, sediments, ground water, soils and other subsurface strata) are materially contaminated with petroleum or any Hazardous Material present other chemicals at concentrations above normal background conditions (“Environmental Contamination”); (v) chemicals and wastes disposed or otherwise released by the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in Company or any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:of

Environmental. No (i) The operation of the business of each of the Corporation and its Subsidiaries, the property and assets owned or used by the Corporation and its Subsidiaries and the use, maintenance and operation thereof have been and are in compliance with all Environmental Laws (except where non-compliance would not have a Material Adverse Effect in respect of the Corporation). Each of the Corporation and its Subsidiaries have complied with all reporting and monitoring requirements under all Environmental Laws (except where non-compliance would not have a Material Adverse Effect in respect of the Corporation). None of the Corporation and its Subsidiaries has received any notice has been served on Seller or the Principals from any entity, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring non-compliance with any lawEnvironmental Laws or Environmental Permits, regulationand none of the Corporation and its Subsidiaries have been convicted of an offence for non-compliance with any Environmental Laws or Environmental Permits or been fined or otherwise sentenced or settled such prosecution short of conviction, ordinance (except where such non-compliance would not have a Material Adverse Effect in respect of the Corporation). There is no civil, criminal or codeadministrative action, demanding payment suit, demand, claim, hearing, notice of violation, investigation, proceeding, notice or contributiondemand letter existing or pending, for environmental damage or injury to natural resourcesthe best knowledge of the Corporation, threatened, relating to the property or assets owned or used by the Corporation or any of its Subsidiaries, relating in any way to the Environmental Laws. (ii) Each of the Corporation and its Subsidiaries has obtained all Environmental Permits necessary to conduct its business and to own, use and operate its properties and assets (except where the failure to obtain any such permit would not have a Material Adverse Effect in respect of the Corporation), all such Environmental Permits are in effect, no appeal and no other action is pending to revoke any such permit, license or authorization (except where revocation of any such permit would not have a Material Adverse Effect in respect of the Corporation) and the operation of the business of each of the Corporation and its Subsidiaries, the property and assets owned by each the Corporation and its Subsidiaries and the use, maintenance and operation thereof have been and are in compliance with all Environmental Permits (except where such non-compliance would not have a Material Adverse Effect in respect of the Corporation). To the knowledge, information and belief of the Seller, Seller is in full compliance with all applicable Environmental Laws (as defined below) relating to the ownership of the Property and Seller’s operations on, at, or relating to the Property. Without limitation of any of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as extent required by all applicable Environmental Laws. To the knowledge, information and belief each of the SellerCorporation and its Subsidiaries has filed all applications necessary to renew or obtain any necessary permits, the Property is not contaminated by any Hazardous Material (licenses, or authorizations in a timely fashion so as defined below) to allow it to continue to operate its business in violation of such compliance with applicable Environmental Laws, and Seller has the Corporation does not received expect such new or renewed licenses, permits or other authorizations to include any noticeterms or conditions that will have a Material Adverse Effect in respect of the Corporation. (iii) Each of the Corporation and its Subsidiaries has, whether written at all times, used, generated, treated, stored, transported, disposed of or oralotherwise handled its Hazardous Substances in compliance with all Environmental Laws and Environmental Permits (except where such non-compliance would not have a Material Adverse Effect in respect of the Corporation). (iv) None of the Corporation and its Subsidiaries is, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining and, to the presence knowledge of the Corporation, there is no reasonable basis upon which the Corporation or the release any of its Subsidiaries could become, responsible for any material clean-up or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with corrective action under any Environmental Laws. All audits, assessments and studies with respect to environmental matters relating to the Corporation or any of its Subsidiaries have been referenced in the Disclosure Letter. (v) There are no underground past or above ground tanks present (or, to the best of the Corporation's knowledge, future) events, conditions, circumstances, activities, practices, incidents, actions or storage vessels presently plans which may interfere with or formerly used for prevent compliance or continued compliance with the storage Environmental Laws as in effect on the date hereof or which may give rise to any common law or legal liability under the Environmental Laws, or otherwise form the basis of any claim, action, demand, suit, proceeding, hearing, notice of violation, study or investigation, based on or related to the manufacture, generation, processing, distribution, use, treatment, storage, disposal, transport or handling, or the Release or threatened Release into the indoor or outdoor environment by the Corporation or any of its Subsidiaries of any Hazardous Substances (except, in any event, where it would not have a Material present Adverse Effect in respect of the Corporation). (vi) Prior to the Effective Time, the Corporation shall allow the Acquiror to conduct at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance its expense such audits, or other assessments, reports, inspections conducted for Seller assessments and studies deemed necessary by independent, unrelated third persons and related the Acquiror to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession satisfy itself of the Seller. If Seller is found to not be status of the environmental matters and accuracy of the representations and warranties contained in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:.

Environmental. No notice Except as disclosed in the Xxxxxxx Disclosure Memorandum or the Xxxxxxx Public Disclosure Documents: (i) each Xxxxxxx Material Entity has been served on Seller or the Principals from any entity, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller is operated in full compliance with all applicable Environmental Laws (as defined below) relating Laws, except to the extent that a failure to be in such compliance, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Xxxxxxx US Group; (ii) all material Environmental Approvals which are necessary under any applicable Environmental Law for the ownership and operation by any Xxxxxxx Material Entity of the Property real property, assets, mines and Seller’s operations onother facilities owned or used by any Xxxxxxx Material Entity and all of the properties related thereto have been duly obtained, atmade or taken and are in full force and effect, are not subject to further Environmental Approvals or appeal, or relating to the Propertyknowledge of Xxxxxxx, any pending or threatened legal or administrative proceedings, will not be subject to requirements under Environmental Laws for amendment, replacement or further Environmental Approvals, based on the execution of this Agreement or the consummation of the Arrangement, and to the knowledge of Xxxxxxx, no proposals have been made to amend, revoke or replace such material Environmental Approvals; (iii) the properties comprising the US Mining Division have not been used by any Xxxxxxx Material Entity, or to the knowledge of Xxxxxxx, any other person previously or currently in control of the properties comprising the US Mining Division, to generate, manufacture, refine, treat, recycle, transport, store, handle, dispose, transfer, produce or process Hazardous Substances, except in compliance in all material respects with all Environmental Laws and except to the extent that such non-compliance would not reasonably be expected to have a Material Adverse Effect on the Xxxxxxx US Group. Without limitation No Xxxxxxx Material Entity, nor, to the knowledge of Xxxxxxx, any other person in control of any of the foregoingproperties comprising the US Mining Division, Seller has obtained caused or permitted the Release of any Hazardous Substances at, in, on, under or from any of the properties comprising the US Mining Division, except in compliance, individually or in the aggregate, with all permitsEnvironmental Laws, authorizations, and licenses and caused all notifications except to the extent that a failure to be made as required by all applicable Environmental Lawsin such compliance would not reasonably be expected to have a Material Adverse Effect on the Xxxxxxx US Group. To the knowledge of Xxxxxxx, all Hazardous Substances handled, recycled, disposed of, treated or stored on or off site of the properties comprising the US Mining Division have been handled, recycled, disposed of, treated and stored in material compliance with all Environmental Laws except to the extent that a failure to be in such compliance, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Xxxxxxx US Group. To the knowledge of Xxxxxxx, there are no Hazardous Substances at, in, on, under or migrating from any of the properties comprising the US Mining Division, except in material compliance with all Environmental Laws and except to the extent that any failures to be in compliance would not reasonably be expected to have a Material Adverse Effect on the Xxxxxxx US Group; (iv) no Xxxxxxx Material Entity nor any other person for whose actions Xxxxxxx may be partially or wholly liable, has treated or disposed, or arranged for the treatment or disposal, of any Hazardous Substances at any location: (i) listed on any list of hazardous sites, or sites requiring Remedial Action issued by any Governmental Entity, or to Xxxxxxx’x knowledge, information and belief any similar federal or state lists; (ii) to the knowledge of the SellerXxxxxxx, the Property is not contaminated proposed for listing on any list issued by any Hazardous Material Governmental Entity of hazardous sites or sites requiring Remedial Action, or any similar federal, state or provincial lists; or (as defined belowiii) in violation of such Environmental Laws, and Seller has not received any notice, whether written or oral, from any person that Seller or the Property which is the subject of enforcement actions by any investigation or proceeding pertaining to Governmental Entity that creates the presence of or the release or threatened release of reasonable potential for any Hazardous Material in violation of applicable Environmental Lawsproceeding, any claim arising from, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance auditsaction, or other assessmentsclaim against any Xxxxxxx Material Entity, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection except to the extent that any enforcement action would not reasonably be expected to have a Material Adverse Effect on the same are in Xxxxxxx US Group. To the possession knowledge of Xxxxxxx, no site or facility now or previously owned, operated or leased by any Xxxxxxx Material Entity is listed or, to the knowledge of Xxxxxxx, is proposed for listing on any list issued by any Governmental Entity of hazardous sites or sites requiring Remedial Action, or similar federal or state lists, or is the subject of Remedial Action; (v) except to the extent that would not reasonably be expected to have a Material Adverse Effect on the Xxxxxxx US Group, no Xxxxxxx Material Entity nor any other person for whose actions any Xxxxxxx Material Entity may be partially or wholly liable has caused or permitted the Release of any Hazardous Substances on or to any of Xxxxxxx’x of the Seller. If Seller Xxxxxxx US Group’s properties in such a manner as: (i) would reasonably be expected to impose Liability for cleanup, natural resource damages, loss of life, personal injury, nuisance or damage to other property, except to the extent that such Liability would not to the knowledge of Xxxxxxx have a Material Adverse Effect on the Xxxxxxx US Group; or (ii) would reasonably be expected to result in imposition of an Encumbrance or the expropriation on any of the properties or the assets of any Xxxxxxx Material Entity; and (vi) except to the extent that would not reasonably be expected to have a Material Adverse Effect with respect to the Xxxxxxx US Group, neither Xxxxxxx nor any Xxxxxxx Material Entity has received from any person or Governmental Entity any notice, formal or informal, of any proceeding, action, enforcement, order or other claim, Liability or potential Liability arising under any Environmental Law that is found to not be in compliance with this Section 7(s) in any way, Buyer shall have pending as of the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:date hereof.

Environmental. No notice has been served Except to the extent that any violations or other matters referred to in this subparagraph does not, and would not reasonably be expected to, individually or in the aggregate, have a material adverse effect on Seller or Raging River (and in the Principals from any entitycase of properties for which Raging River is not the operator, governmental body or individual claiming any to Raging River's knowledge): (i) to the best of its knowledge, Raging River is not in violation of any lawapplicable Environmental Laws; (ii) to the best of its knowledge, regulationRaging River has operated its business at all times and has received, ordinance handled, used, stored, treated, shipped and disposed of all Hazardous Substances in compliance with Environmental Laws; (iii) to the best of its knowledge, there have been no spills, releases, deposits or codedischarges of Hazardous Substances, or requiring compliance with wastes into the earth, subsoil, underground waters, air or into any lawbody of water or any municipal or other sewer or drain water systems by Raging River, regulationor on or underneath any location which is or was currently or formerly owned, ordinance leased or codeotherwise operated by Raging River, demanding payment that have not been fully remediated; (iv) no orders, directions or contribution, for environmental damage or injury notices have been issued and remain outstanding pursuant to natural resources. To the knowledge, information and belief of the Seller, Seller is in full compliance with all applicable any Environmental Laws (as defined below) relating to the ownership business or assets of the Property and Seller’s operations on, at, or relating Raging River of which Raging River has notice; (v) Raging River has not failed to report to the Property. Without limitation proper Governmental Authority the occurrence of any event which is required to be so reported by any Environmental Law; (vi) Raging River holds all Governmental Authorizations required in connection with the operation of its business and the foregoingownership and use of such assets, Seller has obtained all permits, authorizationsGovernmental Authorizations are in full force and effect, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller Raging River has not received any notice, whether written or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating notification pursuant to any environmental Environmental Laws that any work, repairs, constructions or capital expenditures are required to be made by it as a condition at or involving the Property, or the of continued compliance or noncompliance with any Environmental Laws. There Laws or Governmental Authorizations, or that any Governmental Authorization referred to above is about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; and (vii) there are no underground pending or, to the knowledge of Raging River, threatened claims, liens or above ground tanks or storage vessels presently Encumbrances (other than Permitted Encumbrances) resulting from Environmental Laws with respect to any of the properties of Raging River currently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reportsowned, including but not limited toleased, Phase I environmental site assessments, Phase II operated or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:otherwise used.

Environmental. No notice has been served on Seller or the Principals from any entity, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller is in full compliance with all applicable Environmental Laws (as defined below) relating to the ownership of the Property and Seller’s operations on, at, or relating to the Property. Without limitation of any of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller has not received any notice, whether written or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection Except to the extent that the same are any violation or other matter referred to in this subsection does not, individually or in the possession aggregate, have a Material Adverse Effect on the Company: (a) the Company and the Company Subsidiaries are and have been in compliance with, and are not in violation of, any Environmental Laws; (b) the Company and the Company Subsidiaries have operated their respective business at all times and have generated, received, handled, used, stored, treated, shipped and disposed of the Seller. If Seller is found to not be all Hazardous Substances in compliance with this Section 7(sEnvironmental Laws; (c) there have been no Releases of Hazardous Substances into or in the earth, air or any waybody of water, Buyer shall whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by the Company or any of the Company Subsidiaries or at, to or from the Company’s or any of the Company Subsidiaries’ assets or operations; (d) no notifications, directives, demands, Claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws relating to the right business or assets of the Company or any of the Company Subsidiaries; (e) neither the Company nor any of the Company Subsidiaries has failed to request Seller report to cure the same in like manner as provided in Section 9 belowproper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws; (f) the Company and the Company Subsidiaries have made available to Triple Flag all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health, and if safety matters; and (g) to the same are not timely curedknowledge of the Company, Buyer shall have neither the right Company nor any Company Subsidiary is subject to rescind this Agreement any past or waive such defectpresent fact, which defects may only condition or circumstance that could reasonably be waived expected to result in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability Liability under this Agreement. For purposes of this Agreement:any Environmental Laws.

Environmental. No notice has been served on Seller or the Principals from any entity, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief Except as set forth in Section 4.1(u) of the SellerDisclosure Schedule, Seller is (i) the businesses as presently or formerly engaged in full by the Company and its subsidiaries are and have been conducted in compliance in all material respects with all applicable Environmental Laws (as defined below), including having all permits, licenses and other approvals and authorizations, during the time the Company (or such subsidiary) engaged in such businesses, (ii) the properties presently or formerly owned or operated by the Company or any subsidiary of the Company (including soil, groundwater or surface water on, under or adjacent to the properties, and buildings thereon) ("Company Properties") do not contain any Hazardous Substance (defined below) relating to the ownership of the Property and Seller’s operations on, at, or relating to the Property. Without limitation of any of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made other than as required by all permitted under applicable Environmental Laws. To , (iii) neither the knowledge, information and belief Company nor any subsidiary of the SellerCompany has received any notices, demand letters or requests for information from any federal, state, local or foreign governmental entity or any third party indicating that the Property is not contaminated by Company or any Hazardous Material (as defined below) subsidiary of the Company may be in violation of, or liable under, any Environmental Law in connection with the ownership or operation of such Environmental Lawsthe Company's or any of its subsidiaries' businesses, and Seller has not received (iv) there are no civil, criminal or administrative actions, suits, demands, claims, hearings, investigations or proceedings pending or threatened against the Company or any notice, whether written subsidiary of the Company with respect to the Company or oral, from any person that Seller subsidiary of the Company or the Property is the subject Company Properties relating to any violation, or alleged violation, of any investigation Environmental Law, (v) no reports have been filed, or proceeding pertaining are required to be filed, by the presence Company or any subsidiary of or the release or threatened Company concerning the release of any Hazardous Material in Substance or the threatened or actual violation of any Environmental Law on or at Company Properties, (vi) no Hazardous Substance has been disposed of, transferred, released or transported from any Company Property during the time such Company Property was owned or operated by the Company or any subsidiary of the Company, other than as permitted under applicable Environmental LawsLaw, any claim arising from(vii) there have been no environmental investigations, based onstudies, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, tests, reviews or other assessments, reports, inspections analyses conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same which are in the possession of the Seller. If Seller Company or any subsidiary of the Company relating to the Company or any subsidiary of the Company or the Company Properties which have not been delivered to Parent prior to the date hereof, (viii) there are no underground storage tanks on, in or under any of the Company Properties and no underground storage tanks have been closed or removed from any Company Properties while such Company Property was in the ownership of the Company or any subsidiary of the Company, (ix) there is found to not be in compliance with this Section 7(s) no asbestos present in any way, Buyer shall have Company Property presently owned or operated by the right to request Seller to cure Company or any subsidiary of the same in like manner as provided in Section 9 belowCompany, and if no asbestos has been removed from any Company Property while such Company Property was owned or operated by the same Company or any subsidiary of the Company, (x) none of the Company Properties has been used at any time by the Company or any subsidiary of the Company as a sanitary landfill or hazardous waste disposal site, and (xi) neither the Company nor any subsidiary of the Company has incurred, and none of the Company Properties are not timely curedpresently subject to, Buyer shall have the right any liabilities (fixed or contingent) relating to rescind this Agreement any suit, settlement, court order, administrative order, judgment or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation claim asserted or liability arising under this Agreement. For purposes of this Agreement:any Environmental Law.

Environmental. No notice has been served on Seller or (a) Except to the Principals from extent that any entity, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Sellerfollowing, Seller is individually or in full compliance the aggregate, would not result in a Material Adverse Effect on the Company (i) the Company and its subsidiaries comply and have complied with all applicable Environmental Laws (as defined below), (ii) relating to the ownership of the Property and Seller’s operations on, at, or relating to the Property. Without limitation of any of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by any no Hazardous Material Substances (as defined below) are present at or have been disposed on or released or discharged from, onto or under any of the properties currently owned, leased, operated or otherwise used by the Company or its subsidiaries (including soils, groundwater, surface water, buildings or other structures), (iii) no Hazardous Substances were present at or disposed on or released or discharged from, onto or under any of the properties formerly owned, leased, operated or otherwise used by the Company or its subsidiaries during the period of ownership, lease, operation or use by Company or its subsidiaries, (iv) neither the Company nor any subsidiary is subject to any liability or obligation in connection with Hazardous Substances present at any location owned, leased, operated or otherwise used by any third party, (v) neither the Company nor any subsidiary has received any written notice, demand, letter, claim or request for information alleging that the Company or any subsidiary is or may be in violation of such or liable under any Environmental LawsLaw, and Seller has not received (vi) neither the Company nor any noticesubsidiary is subject to any order, whether decree, injunction or other written directive of any Governmental Authority or oral, from is subject to any indemnity or other agreement with any person or entity relating to Hazardous Substances and (vii) there are no circumstances or conditions involving the Company and its subsidiaries, any assets (including real property) or businesses previously owned, leased, operated or otherwise used by Company or its subsidiaries, or any of the assets (including real property) or businesses of any predecessors of Company or its subsidiaries that Seller could reasonably be expected to result in any damages or liabilities to the Company or any subsidiary arising under or pursuant to Environmental Law or in any restriction on the ownership, use or transfer of any of the assets of the Company or any subsidiary arising under or pursuant to any Environmental Law. (b) As used herein, the term "Environmental Law" means any international, national, provincial, regional, federal, state, municipal or local law, regulation, order, judgement, decree, permit, authorization, common or decisional law (including, without limitation, principles of negligence and strict liability) or agency requirement relating to the protection, investigation or restoration of the environment (including, without limitation, natural resources) or the Property is health or safety of human or other living organisms, including, without limitation, the subject of any investigation or proceeding pertaining to the presence of or the manufacture, introduction into commerce, export, import, handling, use, presence, disposal, release or threatened release of any Hazardous Material in violation Substance or noise, odor, wetlands, pollution, contamination or any injury or threat of applicable injury to persons or property. (c) As used herein, the term "Hazardous Substance" means any element, compound, substance or other material (including any pollutant, contaminant, hazardous waste, hazardous substance, chemical substance, or product) that is listed, classified or regulated pursuant to any Environmental LawsLaw, including, without limitation, any claim arising frompetroleum product, based onby-product or additive, asbestos, presumed asbestos-containing material, asbestos-containing material, medical waste, chlorofluorocarbon, hydrochlorofluorocarbon, lead-containing paint or relating to any environmental condition at plumbing, polychlorinated biphenyls, radioactive material or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:radon.

Environmental. No notice has been served on Seller or the Principals from any entity, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information (i) Lessee and belief of the Seller, Seller is its Subsidiaries are in full compliance with all applicable Environmental Laws (as defined below) relating and Environmental Permits, and to Lessee's knowledge, no circumstances exist that would prevent or interfere with such compliance during the ownership term of the Property and Seller’s operations onLease, at, or relating to the Property. Without limitation of any of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller has not received any notice, whether written or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection except to the extent that the same are any such non-compliance, individually or in the aggregate, would not have a Material Adverse Effect; (ii) Lessee and its Subsidiaries have obtained all Environmental Permits required for the occupancy and operation of their property, equipment, and facility, except to the extent that any such failure to obtain such Environmental Permits, individually or in the aggregate, would not have a Material Adverse Effect; (iii) there are no past, pending, or threatened Environmental Claims against Lessee or its Subsidiaries, and Lessee is not aware of any facts or circumstances which could reasonably be expected to form the basis for any Environmental Claim against Lessee or its Subsidiaries, except to the extent that any such Environmental Claims if adversely decided, individually or in the aggregate, would not have a Material Adverse Effect; (iv) except as expressly set forth in the Environmental Audit and on Exhibit R, no Hazardous Materials are present, no Releases of Hazardous Materials have occurred at, from, in, on, under, to, or adjacent to the Property during such time as Lessee has been in possession of the Seller. If Seller Property, and to Lessee's knowledge, no Releases of Hazardous Materials have ever occurred at, from, in, on, under, to, or adjacent to the Property; (v) Lessee and its Subsidiaries have not transported, disposed of, or arranged for the treatment, storage, handling or disposal of any Hazardous Materials at any off-site location which is found an Environmental Cleanup Site; (vi) No facility or property now owned, operated or leased by Lessee or its Subsidiaries is or was previously an Environmental Cleanup Site; and no facility or property previously owned, operated or leased by Lessee or its Subsidiaries was an Environmental Cleanup Site during the time of Lessee's ownership. (vii) There are no Liens arising under or pursuant to not Environmental Law on any property, facility, or equipment currently owned, operated or leased by Lessee or its Subsidiaries, and there are no facts, circumstances or conditions that could reasonably be expected to result in the imposition of such a Lien; and (viii) Costs of compliance with this Section 7(s) applicable Environmental Laws and Environmental Permits in any wayconnection with the Property or Lessee's or its Subsidiaries' operations, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have expected to materially increase during the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes term of this Agreement:Lease.

Environmental. No notice has been served (a) Except as disclosed on Seller or Schedule 4.18(a), the Principals from any entity, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller is in full compliance with all applicable Environmental Laws (as defined below) relating to the ownership of the Property and Seller’s operations on, at, or relating to the Property. Without limitation of any of the foregoing, Seller has obtained all permits, authorizationsBusiness is, and licenses and caused for the past three (3) years has been, conducted in compliance in all notifications to be made as required by material respects with all applicable Environmental Laws. To Except as disclosed on Schedule 4.18(a), (i) the knowledge, information and belief Company Group Members hold all material Permits issued under Environmental Laws that are necessary or required for the conduct of the SellerBusiness, and (ii) each of the Property is not contaminated by any Hazardous Material Company Group Members is, and for the past three (as defined below3) years has been, in violation of material compliance with such Permits issued under Environmental Laws, and Seller no Proceeding is pending or, to the Knowledge of Seller, threatened in writing with respect to any alleged failure by any Company Group Member to have any such Permit or not to be in compliance in all material respects therewith. (b) Except as disclosed on Schedule 4.18(b), (i) there are no Proceedings pending or, to the Knowledge of Seller, threatened in writing against any Company Group Member, alleging material noncompliance with or material liability under any Environmental Law, and (ii) no Company Group Member has received any written notice or demand letter from any Governmental Entity or Third Party, indicating that such Company Group Member is in violation in any material respect of, or subject to any material liability under, any Environmental Law, which violation or liability has not received any noticeheretofore been resolved with such Governmental Entity or Third Party. (c) Except as disclosed on Schedule 4.18(c), whether written or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release (i) there has been no Release of any Hazardous Material by any Company Group Member or, to the Knowledge of Seller, by any other Person, that would reasonably be expected to give rise to any Company Group Member incurring any material remedial obligation or any material liability under any applicable Environmental Law, (ii) the Company Group Members do not own, lease or operate a site that (A) pursuant to CERCLA or any similar state or foreign Law, has been placed or is proposed to be placed by any Governmental Entity on the “National Priorities List” or similar state or foreign list, as in violation effect as of the Effective Date, or (B) is involved with any voluntary cleanup program sponsored by a Governmental Entity, (iii) no Company Group Member has been identified by any Governmental Entity as a potentially responsible party under CERCLA or any similar state or foreign Law with respect to any site, and no Hazardous Materials generated, transported or disposed of by or on behalf of the Company Group Members have been found at any site where a Person has made written demand on any Company Group Member to conduct or pay for a remedial investigation, removal or other response action pursuant to any applicable Environmental Law. (d) Notwithstanding anything in this Agreement to the contrary, the representations and warranties set forth in this Section 4.18 are the sole and exclusive representations and warranties of Seller regarding Environmental Laws, any claim arising from, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Permits issued under Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any , Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:Materials.

Environmental. No notice Except as has been served on Seller not been, and would not reasonably be expected to be, individually or in the Principals from any entityaggregate, governmental body or individual claiming any violation of any lawmaterial to the Company and its Subsidiaries, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To taken as a whole: (a) the knowledge, information Company and belief of the Seller, Seller is its Subsidiaries are in full compliance with all applicable Environmental Laws (as defined below) relating to Laws, including possessing and complying with the ownership terms of the Property and Seller’s all Company Permits required for their operations on, at, or relating to the Property. Without limitation of any of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all under applicable Environmental Laws. To the knowledge, information and belief ; (b) as of the Sellerdate of this Agreement, there is no Proceeding or Order pending or, to the Property Knowledge of the Company, threatened pursuant to any Environmental Law against the Company or any of its Subsidiaries; (c) as of the date of this Agreement, none of the Company or any of its Subsidiaries has received notice or a request for information alleging that the Company or any of its Subsidiaries has been or is not contaminated by any Hazardous Material (as defined below) in actual or potential violation of any applicable Environmental Law or otherwise may be liable under any applicable Environmental Law, which violation or liability is unresolved; (d) there have been no Releases of Hazardous Materials on or underneath any location that is reasonably likely to result in an obligation by the Company or any of its Subsidiaries to remediate such Releases pursuant to applicable Environmental Laws, and Seller has not received any notice, whether written Law or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining otherwise result in liability to the presence Company or any of or the release or threatened release of any Hazardous Material in violation of its Subsidiaries pursuant to applicable Environmental Laws, any claim arising from, based on, Law with respect to such Releases; and (e) the Company has delivered or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been otherwise made available to Buyer for copying and/or inspection to the extent that the same are Parent copies of any Phase I or II environmental site assessments in the possession of the Seller. If Seller is found Company or any of its Subsidiaries pertaining to not be in (i) any unresolved claims arising under or related to any Environmental Law; (ii) any Hazardous Materials in, on, beneath or adjacent to any property currently or formerly owned, operated or leased by the Company or any of its Subsidiaries; or (iii) the Company’s or any of its Subsidiaries’ compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:applicable Environmental Laws.

Environmental. No notice (a) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (i) the Company and its Subsidiaries are and, since December 31, 2012, have been served on Seller or the Principals from any entity, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller is in full compliance with all applicable Environmental Laws (as defined below) relating to Laws, including possessing and complying with the ownership terms of the Property and Seller’s all Company Permits required for their operations on, at, or relating to the Property. Without limitation of any of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all under applicable Environmental Laws. To the knowledge, information and belief ; (ii) as of the Sellerdate of this Agreement, the Property there is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Lawsno Proceeding or Order pending or, and Seller has not received any notice, whether written or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence Knowledge of or the release or Company, threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, pursuant to or relating to any environmental condition at Environmental Law against the Company or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession its Subsidiaries; (iii) as of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind date of this Agreement, none of the Deposit shall Company or any of its Subsidiaries has received notice or a request for information alleging that the Company or any of its Subsidiaries or any of their respective predecessors has been or is in actual or potential violation of any applicable Environmental Law or otherwise may be immediately refunded to Buyer and the parties shall be discharged from all further obligation liable under any applicable Environmental Law, which violation or liability under this Agreement. For purposes is unresolved; (iv) there have been no Releases of this Agreement:Hazardous Materials on or underneath any location that have resulted in or are reasonably likely to result in an obligation by the Company or any of its Subsidiaries to remediate such Releases pursuant to applicable Environmental Law or otherwise have resulted in or are reasonably likely to result in liability to the Company or any of its Subsidiaries pursuant to applicable Environmental Law; (v) any asbestos, asbestos-containing material or presumed asbestos-containing material that is on or part of any real property, plant, building or facility currently owned, leased or operated primarily by the Company or any of its present or past Subsidiaries or any of their respective predecessors is and, with respect to any real property, plant, building or facility formerly owned, leased or operated by the Company or any of its present or past Subsidiaries or any of their respective predecessors, was during time of such ownership, lease or operation, managed according to the current legal standards governing such material, and its presence or condition does not violate any Environmental Law; and (vi) none of the products manufactured, distributed or sold by the Company or any of its present or past Subsidiaries or any of their respective predecessors contained asbestos or asbestos-containing material.

Environmental. No notice has been served (a) Except as described on Seller or Schedule 4.13(a), to the Principals from any entityknowledge of Comcast, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief (i) none of the Seller, Seller is in full compliance with all applicable Environmental Laws (as defined below) relating to the ownership of the Property and Seller’s operations on, at, or relating to the Property. Without limitation of any of the foregoing, Seller Comcast Group Members has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller has not received any notice, whether written demand, request for information, citation, summons or oral, from order relating to any person that Seller material evaluation or investigation and (ii) none of the Property Comcast Group Members is the subject of any investigation pending or threatened material investigation, action, claim, suit, review, complaint, penalty or proceeding pertaining of any Governmental Authority or other Person, in each case with respect to the presence Comcast Native Assets, the Comcast Native Systems or, at the Closing, any Comcast Native Newco which relate to or arise out of any Environmental Law. (b) Except as described on Schedule 4.13(b), to the knowledge of Comcast, no Hazardous Substance has been discharged, disposed of, dumped, injected, pumped, deposited, spilled, leaked, emitted, or released at, on or under any Comcast Native Asset or in connection with the operation of any Comcast Native System or, at the Closing, any Comcast Native Newco, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Except as described on Schedule 4.13(c), none of the Comcast Group Members has received any written notice of, or has any knowledge of circumstances relating to, and, to the knowledge of Comcast, there are no past events, facts, conditions, circumstances, activities, practices or incidents (including but not limited to the presence, use, generation, manufacture, disposal, release or threatened release of any Hazardous Material Substances) relating to any Comcast Native Asset or in violation connection with the operation of applicable Environmental Lawsany Comcast Native System or, at the Closing, any claim Comcast Native Newco, which could materially interfere with or prevent material compliance with, or which have resulted in or are reasonably likely to give rise to any material liability of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, arising from, based on, under or relating to any environmental condition Environmental Law. (d) Except as set forth on Schedule 4.13(d), to Comcast's knowledge, no Comcast Native Asset nor any property to which Hazardous Substances located on or resulting from the use of any Comcast Native Asset (or from the operation of any Comcast Native System or, at the Closing, any Comcast Native Newco), have been transported, is listed or involving proposed for listing on the PropertyNational Priorities List promulgated pursuant to CERCLA, or CERCLIS (as defined in CERCLA) or on any similar federal, state, local or foreign list of sites requiring investigation or cleanup. (e) Prior to the compliance date hereof, Comcast has provided or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct made available to TWC copies of all written material environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessmentsmaterial environmental studies, reportsaudits, inspections conducted for Seller by independenttests, unrelated third persons and related to the Property reviews or Seller’s operations on, at, other analyses of or relating to the Property have been made available to Buyer for copying Comcast Native Assets and/or inspection the Comcast Native Systems. (f) None of the transactions contemplated by this Agreement relating to the extent that Comcast Native Systems will trigger any filing or other action under any environmental transfer statute, including the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer Connecticut Hazardous Waste Establishment Transfer Act and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:New Jersey Industrial Site Recovery Act.

Environmental. No notice has been served on Seller or the Principals from any entity, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief knowledge of the Seller, Seller is without investigation or inquiry, and except as disclosed in full compliance with all applicable Environmental Laws any environmental reports provided to Buyer, no “Hazardous Substances” (as defined below) relating to the ownership of the Property and Seller’s operations have been disposed of, or identified on, atunder or at the Land in violation of applicable “Environmental Laws” (as defined below). Seller has not received written notice from any governmental authorities, or relating to the Property. Without limitation any political or quasi-political, subdivision, agency, authority, department, court, commission, board, bureau or instrumentality of any of the foregoingforegoing asserting jurisdiction over any of the parties hereto or over the Land, Seller has obtained all permitsthat the Land is or may be in violation of any applicable federal, authorizationsstate or municipal law, and licenses and caused all notifications to be made as required by all applicable Environmental Lawsordinance or regulation regarding Hazardous Substances. To the knowledgeknowledge of Seller, information and belief without investigation or inquiry, no Hazardous Substances were used in the construction of the SellerImprovements, no Release of Hazardous Substances has occurred at, from, in, adjacent to, or on the Property Land, nor are there any Hazardous Substances in, on, about or migrating to the Land, and the Land is not contaminated affected in any way by any Hazardous Material Substances. To the knowledge of Seller, without investigation or inquiry, there are no incinerators, septic tanks, PCB-containing equipment, asbestos-containing material, formaldehyde insulators or cesspools on the Land, all waste is discharged from the Land into a public sanitary sewer system in accordance with applicable legal requirements, and no Hazardous Substances are discharged from the Land, directly or indirectly, into any body of water. (i) As used herein, the term “Hazardous Substances” shall mean: (a) those substances included within the definitions of any one or more of the terms “hazardous materials,” “hazardous wastes,” “hazardous substances,” “industrial wastes,” and “toxic pollutants,” as such terms are defined below) in violation of such under the Environmental Laws, or any of them; (b) petroleum and Seller has not received petroleum products, including crude oil and any noticefractions thereof; (c) natural gas, synthetic gas and any mixtures thereof; (d) asbestos, whether written friable or oralnon-friable; (e) polychlorinated biphenyl (“PCBs”) or PCB-containing materials or fluids; (f) radon; (g) any other hazardous or radioactive substance, from material, pollutant, contaminant or waste; and (h) any person that Seller or the Property is the subject of any investigation or proceeding pertaining other substance with respect to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with which any Environmental Laws. There are no underground Law or above ground tanks governmental authority requires environmental investigation, monitoring or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:remediation.

Environmental. No notice has been served on Seller or the Principals from any entity, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. (i) To the Company's knowledge, information the businesses as presently or formerly engaged in by the Company and belief of the Seller, Seller is its Subsidiary are and have been conducted in full compliance in all material respects with all applicable Environmental Laws (as defined below), including, without limitation, having all required material permits, licenses and other approvals and authorizations, during the time the Company or its Subsidiary engaged in such businesses, (ii) to the Company's knowledge, the properties presently or formerly owned or operated by the Company and its Subsidiary (including, without limitation, soil, groundwater or surface water on, under or adjacent to the properties, and buildings thereon) (the "Properties") do not contain any Hazardous Substance other than as permitted under applicable Environmental Law (provided, however, that with respect to Properties formerly owned or operated by the Company or its Subsidiary, such representation is limited to the period the Company or its Subsidiary owned or operated such Properties), (iii) neither the Company nor its Subsidiary has received any notices, demand letters or request for information from any Federal, state, local or foreign governmental entity or any third party indicating that the Company or its Subsidiary may be in violation of, or liable under, any Environmental Law in connection with the ownership or operation of the Company's or its Subsidiary's businesses, (iv) there are no civil, criminal or administrative actions, suits, demands, claims, hearings, investigations or proceedings pending or, to the Company's knowledge, threatened against the Company or its Subsidiary with respect to the Company, its Subsidiary or the Properties relating to the ownership of the Property and Seller’s operations on, atany violation, or relating to the Property. Without limitation alleged violation, of any of the foregoingEnvironmental Law, Seller has obtained all permits(v) no reports have been filed, authorizations, and licenses and caused all notifications or are required to be made as required filed, by all applicable Environmental Laws. To the knowledge, information and belief of Company or its Subsidiary concerning the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller has not received any notice, whether written or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in Substance or the threatened or actual violation of any Environmental Law on or at the Properties, (vi) no Hazardous Substance has been disposed of, transferred, released or transported from any of the Properties during the time such Property was owned or operated by the Company or its Subsidiary, other than as permitted under applicable Environmental LawsLaw or other than as would not be material to the Company and its Subsidiary taken as a whole, any claim arising from(vii) there have been no environmental investigations, based onstudies, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, tests, reviews or other assessments, reports, inspections analyses conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same which are in the possession of the Seller. If Seller Company or its Subsidiary relating to the Company, its Subsidiary or the Properties which have not been delivered to Parent prior to the date hereof, (viii) there are no underground storage tanks on, in or under any of the Properties and no underground storage tanks have been closed or removed from any Properties which are or have been in the ownership of the Company or its Subsidiary (provided, however, that with respect to Properties formerly owned or operated by the Company or its Subsidiary, the representations in this subsection (viii) are limited to the period the Company or its Subsidiary owned or operated such Properties), (ix) to the Company's knowledge, there is found to not be in compliance with this Section 7(s) no asbestos present in any way, Buyer shall have Property presently owned or operated by the right to request Seller to cure the same in like manner as provided in Section 9 belowCompany or its Subsidiary, and if no asbestos has been removed from any Property while such Property was owned or operated by the same Company or its Subsidiary, (x) none of the Properties has been used at any time by the Company or its Subsidiary as a sanitary landfill or hazardous waste disposal site and (xi) neither the Company nor its Subsidiary has incurred, and none of the Properties (provided, however, that with respect to Properties formerly owned or operated by the Company or its Subsidiary, such representation is limited to the period the Company or its Subsidiary owned or operated such Properties) are not timely curedpresently subject to, Buyer shall have the right any material liabilities (fixed or contingent) relating to rescind this Agreement any suit, settlement, court order, administrative order, judgment or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation claim asserted or liability arising under this Agreement. For purposes of this Agreement:any Environmental Law.

Environmental. No notice has been served on Seller Except as disclosed in any Camden SEC Report, any Phase I Environmental Site Assessment prepared by or for the Principals from any entity, governmental body or individual claiming any violation benefit of any law, regulation, ordinance or codeCamden, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. in Section 6.12 of the Disclosure Schedule: (a) To the knowledgeknowledge of Camden, information each of Camden and belief its subsidiaries, any Participation Facilities and any property in which Camden or any of its subsidiaries holds a security interest, and where required by the Sellercontext, Seller is the Loan Properties, are, and have been, in full material compliance with all applicable Environmental Laws environmental laws and with all rules, regulations, standards and requirements of the EPA and of state and local agencies with jurisdiction over pollution or protection of the environment. (b) There is no suit, claim, action or proceeding pending or, to the knowledge of Camden and its subsidiaries, threatened, before any Governmental Entity or other forum in which Camden or any of its subsidiaries or, to the knowledge of Camden, any Participation Facility has been or, with respect to threatened proceedings, may be, named as defined belowa defendant, responsible party or potentially responsible party (i) for alleged noncompliance (including by any predecessor), with any environmental law, rule, regulation, standard or requirement or (ii) relating to the ownership release into or presence in the Environment of any Hazardous Materials or Oil whether or not occurring at or on a site owned, leased or operated by Camden or any of its subsidiaries or any Participation Facility, except as have not been or would not be material. (c) To the knowledge of Camden, there is no suit, claim, action or proceeding pending or threatened, before any Governmental Entity or other forum in which any Loan Property and Seller’s operations onhas been or, atwith respect to threatened proceedings, may be, named as a defendant, responsible party or potentially responsible party (i) for alleged noncompliance (including by any predecessor) with any environmental law, rule, regulation, standard or requirement or (ii) relating to the Property. Without limitation of any of release into or presence in the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller has not received any notice, whether written or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release Environment of any Hazardous Material or Oil whether or not occurring at or on a site owned, leased or operated by a Loan Property, except as have not been or would not be material. (d) Neither Camden nor any of its subsidiaries, nor to their knowledge any Participation Facility or any Loan Property, has received any notice regarding a matter on which a suit, claim, action or proceeding as described in violation subsection (b) or (c) of applicable Environmental Lawsthis Section 6.12 could reasonably be based. No facts or circumstances have come to Camden s nor any of its subsidiaries attention which have caused it to believe that a material suit, claim, action or proceeding as described in subsection (b) or (c) of this Section 6.12 could reasonably be expected to occur. (e) To the knowledge of Camden, during the period of (i) Camden s and its subsidiaries ownership or operation of any claim arising fromof their respective current properties, based (ii) Camden s and its subsidiaries participation in the management of any Participation Facility, or (iii) Camden s and its subsidiaries holding of a security interest in a Loan Property, there has been no release or presence of Hazardous Material or Oil in, on, under or relating to any environmental condition at affecting such property of Camden or involving the such Participation Facility or Loan Property, except where such release or presence is not or would not, either individually or in the compliance aggregate, be material. To the knowledge of Camden and its subsidiaries, prior to the period of (Camden s and its subsidiaries ownership or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage operation of any of their respective current properties or any previously owned or operated properties, (y) Camden s and its subsidiaries participation in the management of any Participation Facility, or (z) Camden s and its subsidiaries holding of a security interest in a Loan Property, there was no release or presence of Hazardous Material present at the Property. True and correct copies of all written environmental reportsor Oil in, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, atunder or affecting any such property, Participation Facility or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are Loan Property, except where such release or presence is not or would not, either individually or in the possession of the Seller. If Seller is found to not aggregate, be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:material.

Environmental. No notice has been served on Seller or the Principals from any entity, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief (a) Except as disclosed in Section 4.21(a)(i) of the SellerDisclosure Schedule, Seller is in full compliance with all applicable Environmental Laws (i) neither the Company nor any of its predecessors has used, distributed, stored, serviced, repaired, managed, maintained, disposed or otherwise handled any PCBs or PCB Items (as defined belowby 40 CFR 761.3), (ii) no Hazardous Substances are present at or have been Released or threatened to be Released from, onto or under any of the properties currently leased or owned by the Company (including soils, groundwater, surface water, buildings or other structures), except in material compliance with Environmental Laws, (iii) no Hazardous Substances were present at or Released or threatened to be Released from, onto or under any of the properties currently owned, formerly owned or leased by the Company or any of its predecessors during the period of such ownership, lease, operation or use, except in material compliance with Environmental Laws, (iv) no storage tanks (underground, above ground or otherwise) are present at any of the properties currently owned or leased, operated or otherwise used by the Company, (v) neither the Company nor any of its predecessors is subject to any liability or obligation in connection with Hazardous Substances present at any location owned, leased, operated or otherwise used by any third party, (vi) the Company is not subject to any indemnity or other agreement with any Person relating to Hazardous Substances, (vii) there are no circumstances or conditions involving the Company or businesses previously owned, leased, operated or otherwise used by the Company, or to the Knowledge of the Company, any of the Company Assets and the Owned Real Property or businesses of any predecessors of the Company that are likely to result in any Adverse Consequences to the Company arising under or pursuant to Environmental Law or in any restriction on the ownership, use or transfer of any of the Company Assets arising under or pursuant to any Environmental Law, and (viii) Seller has provided to Purchaser (A) copies of all material reports in the custody or control of the Company, including “Phase I,” “Phase II,” “environmental assessment” and similar reports, relating to the ownership environmental condition of the Property Company or the compliance of the Company with Environmental Laws and Seller’s operations on(B) documentation, atif applicable, or relating showing the compliance of the Company with any financial responsibility requirements of any applicable Environmental Laws. Except as described in Section 4.21(a)(ii) of the Disclosure Schedule, to the Property. Without limitation Knowledge of the Company, the Company’s products and inventory, including purchased components, cables, are fully compliant with the Restriction of Hazardous Substances, European Commission Directive 2002/95/EC, including the effect of the Deca polybrominated diphenyl ethers prohibition becoming effective June 30, 2008, (“RoHS”) where required, and to the extent the Company is not compliant with any of the foregoing, Seller the Company has obtained all permitsrecorded appropriate reserves for any inventory impaired as a result of such non-compliance. (b) As used herein, authorizations, and licenses and caused all notifications to be made as required by all applicable the term “Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller has not received any notice, whether written or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining ” shall mean all Laws relating to the presence environment, natural resources, safety or health of humans or other living organisms, including the release manufacture, introduction into commerce, export, import, handling, use, presence, Release or threatened release Release of any Hazardous Material in violation Substance or noise, odor, wetlands, pollution, contamination or any injury or threat of applicable Environmental Laws, any claim arising from, based on, injury to persons or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:property.

Environmental. No (a) The business of the SBI Group, as carried on by its members and their respective predecessors in title, and their respective assets are in compliance in all material respects with all Environmental Laws and, to the knowledge of SBI and SunOpta, there are no facts that could give rise to a notice has been served on Seller or the Principals from any entity, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring non-compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief Environmental Law. (b) Each member of the SellerSBI Group has obtained all of the environmental Permits that are required to carry on the business of the SBI Group as currently conducted in the ordinary course or, Seller is as of the date hereof, as proposed to be conducted, all such environmental Permits are in full compliance with force and effect, and Schedule 3.02(10)(b) contains a complete list of all applicable Environmental Laws such environmental Permits. (as defined belowc) relating No member of the SBI Group nor, to the ownership knowledge of the Property SBI and Seller’s operations onSunOpta, at, or relating to the Property. Without limitation any of their respective predecessors in title has used any of the foregoingfacilities or Lands of the SBI Group, Seller has obtained all permits, authorizations, and licenses and caused all notifications or permitted them to be made as required by used, to generate, manufacture, refine, treat, transport, store, handle, dispose, transfer, produce or process Hazardous Substances except in compliance in all applicable material respects with all Environmental Laws. None of the Lands has been used for or been designated as a waste disposal site. (d) To the knowledgeknowledge of SBI and SunOpta, information and belief there are no pending changes to Environmental Laws that would render illegal, or materially restrict, the operation of the Sellerbusiness of the SBI Group as currently conducted or, as of the Property is not contaminated by date hereof, as proposed to be conducted. (e) No member of the SBI Group has been convicted of an offence or been subjected to any Hazardous Material (as defined below) in violation of such judgment, injunction or other proceeding or been fined or otherwise sentenced for non-compliance with any Environmental Laws, and Seller it has not settled any prosecution or other proceeding short of conviction in connection therewith. (f) No member of the SBI Group nor, to the knowledge of SBI and SunOpta, any of their respective predecessors in title has caused or permitted the Release of any Hazardous Substance at, on or under the Lands, or the Release of any Hazardous Substance off-site of the Lands, except in compliance in all material respects with Environmental Laws. (g) There are no conditions that directly or indirectly relate to environmental matters or to the condition of the soil or the groundwater that would adversely affect the SBI Group in a material manner (whether at, on or below the Lands or any adjoining properties). (h) No member of the SBI Group nor, to the knowledge of SBI and SunOpta, any of their respective predecessors in title has received written notice and no member of the SBI Group has knowledge of any facts that could give rise to any notice, whether written that members of the SBI Group or oraltheir respective predecessors in title are potentially responsible for any remedial action under any Environmental Law. (i) SunOpta and SBI have provided the Purchaser with copies of all analyses and monitoring data for soil, from any person that Seller or the Property is the subject of any investigation or proceeding groundwater and surface water and all reports pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating to any environmental condition at assessments or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or audits relating to the Property have been made available to Buyer for copying and/or inspection to the extent SBI Group that the same were obtained by, or are in the possession or control of, the SBI Group and they are disclosed in Schedule 3.02(10)(i). (j) Each member of the Seller. If Seller is found SBI Group and to not be the knowledge of SBI and SunOpta, their respective predecessors in compliance with this Section 7(s) title have maintained all environmental and operating documents and records in any waythe manner and for the time periods required by Environmental Laws and, Buyer shall except as disclosed in Schedule 3.02(10)(j), have never conducted an environmental audit of the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this AgreementLands. For the purposes of this Agreement:provision, an environmental audit includes any evaluation, assessment or study performed at the request of or on behalf of a Governmental Authority. (k) No member of the SBI Group nor, to the knowledge of SBI and SunOpta, any of their respective predecessors in title have breached any obligation to report to any person imposed by any Environmental Law.

Environmental. No notice Except as has been served on Seller not had, and would not reasonably be expected to have, individually or in the Principals from any entityaggregate, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information a Company Material Adverse Effect: (a) The Company and belief of the Seller, Seller is its subsidiaries are in full compliance with all applicable Environmental Laws, which compliance includes the possession and maintenance of, and compliance with, all Company Permits required under applicable Environmental Laws (as defined below) relating to for the ownership operation of the Property business of the Company and Seller’s operations onits subsidiaries as presently conducted; (b) As of the date of this Agreement, atnone of the Company or any of its subsidiaries has received any written communication alleging that the Company is in violation of, or relating to has any liability under, any Environmental Law; (c) None of the Property. Without limitation Company or any of its subsidiaries has transported, produced, processed, manufactured, generated, used, treated, handled, stored, released or disposed of any Hazardous Substances, except in compliance with applicable Environmental Law in a manner that would not reasonably be expected to require any cleanups or other remediation activities pursuant to any Environmental Law; (d) None of the foregoing, Seller Company or any of its subsidiaries has obtained all permits, authorizations, and licenses and caused all notifications received any written communication alleging that the Company or any of its subsidiaries has exposed any employee or any third-party to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) Substances in violation of such any Environmental LawsLaw that remains unresolved or, and Seller has not received to the Company’s knowledge, in a manner that caused or allegedly caused personal injury; (e) As of the date of this Agreement, none of the Company or any notice, whether written of its subsidiaries is a party to or oral, from any person that Seller or the Property is the subject of any investigation or pending claim, action, Order, proceeding pertaining or, to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental LawsCompany’s knowledge, any claim arising frompending investigation, based onor, to the Company’s knowledge, any threatened claim, action, Order, proceeding or relating to investigation before any environmental condition at arbitrator or involving the Property, or the compliance Governmental Authority alleging any liability under or noncompliance with any Environmental Laws. There Law or seeking to impose any financial responsibility for any investigation, cleanup, removal, containment or any other remediation or compliance under any Environmental Law; (f) No cleanups or other remediation activities are no underground being conducted, or above ground tanks are being proposed to be conducted, either by the Company or storage vessels presently any of its subsidiaries or at any property currently or, to the Company’s knowledge, formerly used owned or leased by the Company or any of its subsidiaries for the storage purpose of any treating, abating, removing, containing or otherwise addressing Hazardous Material present at Substances; and (g) The representations and warranties in this Section 4.24 are the Property. True sole and correct copies exclusive representations and warranties of all written the Company with respect to environmental reportsmatters, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or matters relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement Environmental Law or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:Hazardous Substances.

Environmental. No notice has been served on Seller or the Principals from any entity, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller (a) Borrower is currently in full compliance with all applicable Environmental Laws (as defined below) relating to which compliance includes, but is not limited to, the ownership possession by Borrower of the Property all permits and Seller’s operations on, at, or relating to the Property. Without limitation of any of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as other governmental authorization required by all under applicable Environmental Laws. To , and compliance in all material respects with the knowledgeterms and conditions thereof, information and belief except in any case where the failure to be in compliance would not have a Material Adverse Effect. (b) Except as set forth on SCHEDULE 4.29, Borrower has not stored, disposed of the Seller, the Property is not contaminated by or arranged for disposal of any Hazardous Material Materials of Environmental Concern (as defined below) on any of the real property, except in violation of such compliance with applicable Environmental Laws. (c) Borrower has not received any communication (written or oral), whether from a governmental authority, citizens group, employee or otherwise, that alleges that Borrower is not in full compliance with Environmental Laws, and Seller there are no circumstances that may prevent or interfere with such full compliance in the future. There is no Environmental Claim (as defined below) pending or, to Borrower's best knowledge, threatened against, or which has not received any noticebeen made known to, whether written Borrower. (d) Except as set forth on SCHEDULE 4.29, during the period the facilities have been held by Borrower, its affiliates or, to Borrower's best knowledge, its predecessors in interest, there have been no actions, activities, circumstances, conditions, events or oralincidents including, from any person that Seller without limitation, the generation, handling, transportation, treatment, storage, release, emission, discharge, presence or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release disposal of any Hazardous Material Substance (as defined below), that could form the basis of any Environmental Claim against Borrower under any Environmental Law in violation of applicable Environmental Laws, any claim arising from, based oneffect at, or relating at any time prior to, the Agreement Date. (e) Without in any way limiting the generality of the foregoing to any environmental condition at or involving the Propertybest knowledge of Borrower, or the compliance or noncompliance with any Environmental Laws. There (i) there are no underground storage tanks located on the property owned or above ground tanks leased by Borrower, (ii) there is no asbestos contained in or storage vessels presently or formerly used for the storage forming part of any Hazardous Material present building, building component, structure or office space owned or leased by Borrower, and (iii) no polychlorinated biphenyls ("PCBs") are used or stored at the Propertyany property owned or leased by Borrower. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer The following terms shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreementfollowing meanings:

Environmental. No notice (a) To the best knowledge of the Company and the Shareholders, the Company has been served on Seller not used, stored, treated, transported, manufactured, handled, produced or the Principals from any entity, governmental body or individual claiming any violation disposed of any lawHazardous Materials on, regulationunder, ordinance or codeat, from, or requiring compliance with in any lawway affecting any of the owned, regulationleased or operated properties or assets described in Schedules 3.9 and 3.11, ordinance or codeotherwise, demanding payment in any manner which violated any applicable Environmental Law. (b) There have been no Releases by the Company of any Hazardous Material on, under, at, from or contributionin any way affecting any of the owned, for environmental damage leased or injury to natural resources. operated properties or assets described in Schedules 3.9 and 3.11 or otherwise. (c) To the knowledge, information and belief best knowledge of the SellerCompany and the Shareholders, Seller the Company is in full material compliance with all applicable Environmental Laws Laws, and the Company has not received any communication, written or oral, that alleges that the Company is not in compliance with applicable Environmental Laws. (as defined belowd) relating The Company does not have any liabilities, assessed or to the ownership best knowledge of the Property Company and Seller’s operations onthe Shareholders, atunassessed, no pending claims have been received by the Company and at present no outstanding citations or relating to notices have been received by the Property. Without limitation Company, which in the case of any of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required foregoing have been or are imposed by all applicable Environmental Laws. To the knowledge, information and belief reason of the Seller, the Property is not contaminated by or based upon any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller has not received any notice, whether written or oral, from any person that Seller or the Property is the subject provision of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising fromincluding, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessmentsany such liabilities relating to or arising out of or attributable, Phase II in whole or greater environmental investigation reportsin part, compliance auditsto the manufacture, processing, distribution, use, treatment, storage, disposal, transport, presence or handling of any Hazardous Materials by the Company at any of the Schedule 3.9 property or otherwise. (e) There are no proceedings by any governmental authority or third party pending regarding pollution or protection of human health or the environment to which the Company is a party, nor are there any decrees, or orders, or other assessmentsadministrative or judicial requirements, reports, inspections conducted for Seller by independent, unrelated third persons and related outstanding under any Environmental Law with respect to the Property Company. (f) To the best knowledge of the Company and the Shareholders, the real property currently used, owned or Seller’s operations on, atleased by the Company contains no underground storage tanks, or relating to underground piping associated with underground storage tanks. (g) To the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession best knowledge of the Seller. If Seller Company and the Shareholders, the Company has obtained and is found to not be in material compliance with all permits, licenses and other authorizations and has made all registrations and given all notifications that are required under Environmental Laws, and is in compliance with all terms and conditions of such permits, licenses and other authorizations. No notice to, approval of or authorization or consent from any governmental authority is necessary for the transfer of or modification to any such permit, and the consummation of the transaction contemplated by this Section 7(s) Agreement will not violate, alter, impair or invalidate, in any wayrespect, Buyer shall have any such permit. (h) To the right to request Seller to cure best knowledge of the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer Company and the parties shall be discharged from Shareholders, except as previously disclosed, there are no environmental reports, audits, investigations or assessments of the Company or any real or personal property or operations which are now or have been previously owned, leased, operated or managed by the Company. (i) The Company has disclosed to AMRE and Merger Sub all further obligation relevant material facts of which it or liability under this Agreement. For purposes the Shareholders has knowledge regarding potential or actual environmental liabilities of this Agreement:the Company.

Environmental. No notice (a) To the Company's knowledge, the Company and each Subsidiary and Medical Group are in compliance with, have been in compliance with, and have no material liability under, the Environmental Laws. (b) To the Company's knowledge, the Real Property currently operated by the Company and each Subsidiary and Medical Group does not contain, and during the period of any ownership, tenancy or operation, no Real Property formerly owned or operated contained, any underground improvements used currently or in the past for the management of Hazardous Materials, and no portion of any currently leased or operated property is or has been served used as a dump or landfill or consists of filled in land, except where the existence thereof could not have a material adverse effect on Seller the Company, its Subsidiaries and the Medical Groups, taken as a whole. Except as disclosed in Section 3.21(b) of the Disclosure Schedule, neither PCBs nor asbestos-containing materials (that would be material to the Company) are present on or in any Real Property currently operated by the Company, its Subsidiaries or the Principals from Medical Groups. (c) Neither the Company, its Subsidiaries nor the Medical Groups, nor any entityofficer, governmental body director or individual claiming any violation of any law, regulation, ordinance stockholder thereof has directly or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller is in full compliance with all applicable Environmental Laws (as defined below) relating to the ownership of the Property and Seller’s operations on, at, or relating to the Property. Without limitation of any of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller has not indirectly received any notice, whether written Claim or oral, from knows or suspects any person that Seller or fact(s) which might reasonably form the Property is the subject of basis for any investigation or proceeding pertaining to the presence Claim arising out of or attributable to: (i) the release current or past presence, release, or threatened release of Hazardous Materials at or from any part of the Real Property; (ii) the off-site disposal or treatment of Hazardous Material in Materials originating on or from the Real Property or the businesses or Assets of the Company or any Subsidiary; or (iii) any violation of applicable Environmental LawsLaws at any part of the Real Property or otherwise arising from the Company's, any claim arising from, based on, Subsidiary's or relating to any environmental condition at or involving the Property, Medical Group's activities (or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession activities of the Seller. If Seller is found to not be Company's, any Subsidiary's or any Medical Group's predecessors in compliance with this Section 7(stitle) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:involving Hazardous Materials.

Environmental. No notice Except as set forth on Schedule 4.14, (a) the Company and each of its Subsidiaries hold, have complied, and are in compliance, in all material respects, with all Environmental Permits, and otherwise have complied, and are in compliance, in all material respects, with all Environmental Laws; (b) none of the Company or any of its Subsidiaries have received any material Environmental Claim and, to GP and the Company’s Knowledge, there is no threatened material Environmental Claim against the Company or any of its Subsidiaries; (c) neither the Company, any of its Subsidiaries, nor any of their respective predecessors or Affiliates has been served on Seller treated, stored, disposed of, arranged for or permitted the Principals from any entitydisposal of, governmental body or individual claiming any violation of any lawtransported, regulation, ordinance or codehandled, or requiring compliance with released any lawsubstance, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller is in full compliance with all applicable Environmental Laws (as defined below) relating to the ownership of the Property and Seller’s operations on, atincluding without limitation any Hazardous Materials, or relating to the Property. Without limitation of owned or operated any of the foregoing, Seller has obtained all permits, authorizations, property or facility (and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property no such property or facility is not contaminated by any Hazardous Material (as defined belowsuch substance) in violation of such manner as have given or would give rise to any material, or potentially material, liabilities (contingent or otherwise) or investigative, corrective or remedial obligations, pursuant to CERCLA or any other Environmental Laws; (d) none of the Company or any of its Subsidiaries has entered into any consent order or other similar agreement with any Governmental Entity that imposes obligations under Environmental Laws on the Company or any of its Subsidiaries; (e) neither the Company nor any of its Subsidiaries, and Seller nor any of their respective predecessors or Affiliates, has not received manufactured, sold, marketed, installed or distributed products containing asbestos and, with respect to such entities, no basis in law or fact exists to support an assertion of any notice, whether written or oral, from any person such claim with respect to Asbestos Liabilities; (f) neither this Agreement nor the consummation of the transaction that Seller or the Property is the subject of this Agreement will result in any obligations for site investigation or proceeding pertaining cleanup, or notification to or consent of government agencies or third parties, pursuant to the presence New Jersey Industrial Site Recovery Act, the Connecticut Property Transfer Act, the Illinois Responsible Property Transfer Act or any other similar Environmental Laws; (g) neither the Company nor any of its Subsidiaries has expressly or contractually assumed any material liability, including without limitation any obligation for corrective or remedial action, of any other Person relating to Environmental Laws; and (h) GP or the release Company has furnished or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating made available to any the Buyer all material environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or reports and other assessments, reports, inspections conducted for Seller by independent, unrelated third persons material and related to the Property or Seller’s operations on, at, or environmental documents relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same Company and its Subsidiaries, or their respective predecessors and Affiliates, which are in the their possession of the Selleror under their reasonable control. If Seller is found to not be The representations and warranties contained in compliance with this Section 7(s) in any way, Buyer 4.14 shall have constitute the right sole and exclusive representations and warranties made by GP with respect to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:Environmental Laws.

Environmental. No notice has been served on Seller Except as would not reasonably be expected to have, individually or in the Principals from any entityaggregate, governmental body or individual claiming any violation a Material Adverse Effect: (a) the Company and each of any law, regulation, ordinance or code, or requiring its Subsidiaries are in compliance with any lawall, regulationand have not violated any, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller is in full compliance with all applicable Environmental Laws (as defined below); (b) relating the Company and each of its Subsidiaries possess and comply with, and have not violated any, Permits required under Environmental Law for their respective operations as currently and since the beginning of the last complete fiscal year prior to the ownership date hereof have been conducted, and neither the Company nor any of its Subsidiaries has received any notice that, and to the Knowledge of the Property and Seller’s operations onCompany there is no basis for any such Permit to be revoked, atnot re-issued, or relating adversely modified; (c) there are no Actions pending or, to the Property. Without limitation Knowledge of the Company, threatened against or affecting, the Company or any of the foregoingits Subsidiaries alleging any violation of or liability (i) under any Environmental Law, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief or (ii) arising out of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller has not received any notice, whether written presence or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material substance or material listed, classified or regulated by any Governmental Entity as toxic or hazardous, as a pollutant or contaminant, or as any other words having the same or similar meaning (“Materials of Environmental Concern”); (d) neither the Company nor any of its Subsidiaries is subject to or affected by any Order under any Environmental Law or regarding any Materials of Environmental Concern; (e) neither the Company nor any of its Subsidiaries has released any Materials of Environmental Concern at any property currently or formerly owned or operated by any of them and, to the Knowledge of the Company, no Materials of Environmental Concern are otherwise present at or affecting any property owned or operated by the Company or any of its Subsidiaries or any other location (including any facility for the treatment, storage, or disposal of Materials of Environmental Concern), in violation such circumstances or under such conditions that could reasonably be expected to result in liability to the Company or any of applicable its Subsidiaries pursuant to Environmental Laws or adversely affect any of them; and (f) neither the Company nor any of its Subsidiaries has assumed or retained, by contract or, to the Knowledge of the Company, by operation of Law, any liability under Environmental Laws or regarding any Materials of Environmental Concern. As used herein, “Environmental Laws, any claim arising from, based on” means Laws and Orders relating to protection of the environment, or relating protection of human health and safety as may be affected by environmental conditions or by exposure to any environmental condition at or involving the Property, or the compliance or noncompliance with any Materials of Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:Concern.

Environmental. No notice (a) The Company has been served no liability under, has never violated, and is presently in compliance in all material respects with all environmental, health or safety-related laws, regulations, ordinances or by-laws at the federal, state and local level (the "Environmental Laws") applicable to the Company Premises and any facilities and operations thereon, except as listed in the Company Disclosure Schedule. (b) There exist no conditions with respect to the environment on Seller the Company Premises, that could or do result in any damage, loss, cost, expense, claim, demand, order or liability to or against the Principals Company by any third party including, without limitation, any condition resulting from any entitythe operation of the business of the Company, governmental body except as set forth in the Company Disclosure Schedule or individual claiming any violation of any lawexcept for such conditions which, regulationindividually or in the aggregate, ordinance or codedo not cause the Company to fail to comply in all material respects with applicable Environmental Laws and contractual obligations. (c) The Company has not generated, manufactured, refined, transported, treated, stored, handled, disposed, transferred, produced, or requiring compliance with processed any lawpollutant, regulationtoxic substance, ordinance hazardous waste, hazardous material, hazardous substance, or codeoil as defined in or pursuant to any Environmental Laws ("Hazardous Material") or any solid waste at the Company Premises, demanding payment or contributionat any other location, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller is except in full compliance with all applicable Environmental Laws and except as listed in the Company Disclosure Schedule. (as defined belowd) relating The Company has no knowledge of the releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, disposing, or dumping of any Hazardous Materials into the soil, surface waters, ground waters, land, stream sediments, surface or subsurface strata, ambient air, sewer system, or any environmental medium with respect to the ownership of Company Premises ("Environmental Condition"), except as listed in the Property and Seller’s operations onCompany Disclosure Schedule. (e) No lien has been imposed on the Company Premises by any governmental entity at the federal, atstate, or relating local level in connection with the presence on or off the Company Premises of any Hazardous Material, except as listed in the Company Disclosure Schedule. (f) The Company has not (i) entered into or been subject to any consent decree, compliance order, or administrative order with respect to the Property. Without limitation Company Premises or any facilities or operations thereon; (ii) received notice under the citizen suit provision of any of the foregoingEnvironmental Laws in connection with the Company Premises or any facilities or operations thereon; (iii) received any request for information, Seller notice, demand letter, administrative inquiry, or formal or informal complaint or claim with respect to any Environmental Condition relating to the Company Premises or any facilities or operations thereon; or (iv) been subject to or threatened with any governmental or citizen enforcement action with respect to the Company Premises or any facilities or operations thereon, except as set forth in the Company Disclosure Schedule; and the Company has obtained no knowledge that any of the above will be forthcoming. (g) The Company has all permitspermits necessary pursuant to Environmental Laws for the conduct of the Company's activities and operations at the Company Premises and for any past or ongoing alterations or improvements by the Company at the Company Premises, authorizationswhich permits are listed in the Company Disclosure Schedule. (h) None of the following exists at the Company Premises in amounts or conditions which, individually or in the aggregate, cause the Company to fail to comply in all material respects with applicable Environmental Laws: (1) underground storage tanks, (2) asbestos-containing materials in any form or condition, (3) materials or equipment containing polychlorinated biphenyls, (4) lead paint, pipes or solder, or (5) landfills, surface impoundments or disposal areas, except as listed in the Company Disclosure Schedule. (i) The Company has provided to OS copies of all documents, records and information in its possession or control or available to the Company concerning Environmental Conditions relevant to the Company Premises or any facilities or operations thereon, whether generated by Company or others, including, without limitation, environmental audits, environmental risk assessments, or site assessments of the Company Premises, documentation regarding off-site disposal of Hazardous Materials, spill control plans, and licenses environmental agency reports and correspondence. (j) The Company has taken or caused all notifications to be made taken all actions necessary to ensure that as required by of the consummation of the Offer the Company Premises, all activities and operations thereon, and all alterations and improvements thereto, comply in all material respects with all applicable Environmental Laws. To the knowledgeLaws and with any and all agreements with governmental entities, information and belief of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Lawscourt orders, and Seller has not received any notice, whether written or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable administrative orders regarding Environmental Laws, any claim arising from, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:Conditions.

Environmental. No notice (a) The Company has been served on Seller complied and is in compliance with, and the Company's use of the Real Property and all improvements thereon are in compliance with, all Environmental Laws, except for any noncompliance which has not had, and would not reasonably be expected to have, a Material Adverse Effect. (b) There are no pending or, to the Company's or the Principals Stockholders' knowledge, threatened actions, suits, claims, legal proceedings or other proceedings based on, and neither the Company nor the Stockholders has directly or indirectly received any notice of any complaint, order, directive, citation, notice of responsibility, notice of potential responsibility, or information request from any entitygovernmental authority or any other person or entity or knows any fact(s) which the Company or the Stockholders reasonably believes form(s) the basis for any such actions or notices arising out of or attributable to: (i) the current or past presence, governmental body Release or individual claiming threatened Release at or from any part of the Real Property related to the Company's operations; (ii) the off-site disposal or treatment of Hazardous Materials originating on or from the Real Property with respect to the business or Assets of the Company; (iii) any facility operations, procedures or designs of the Company which do not conform to requirements of the Environmental Laws; or (iv) any violation of Environmental Laws at any lawpart of the Real Property or arising from the Company's activities (or, regulationto the knowledge of the Company and the Stockholders, ordinance the activities of the Company's predecessors in title) involving Hazardous Materials. (c) The Company has been duly issued, and currently has and will maintain through the Closing Date, all permits, licenses, certificates and approvals required to be obtained by the Company under any Environmental Law. A true and complete list of such permits, licenses, certificates and approvals, all of which are valid and in full force and effect, is set out in the Disclosure Schedule. Except in accordance with such permits, licenses, certificates and approvals, there has been no release of material regulated by such permits, licenses, certificates or codeapprovals. (d) To the knowledge of the Company and the Stockholders, the Real Property contains no underground treatment or storage tanks, or requiring compliance underground piping associated with any lawsuch tanks, regulation, ordinance used currently or code, demanding payment or contribution, in the past for environmental damage or injury to natural resourcesthe management of Hazardous Materials. To the knowledge, information and belief No portion of the SellerReal Property is being or, Seller is to the knowledge of the Company and the Stockholders, has been, used as a dump or landfill, or consists of or contains filled in full compliance with all applicable Environmental Laws lands or wetlands. (as defined belowe) The Company has furnished to Buyer accurate and complete copies of any environmental reports, assessments or other records, if any, relating to the ownership environmental condition of the Real Property and Seller’s operations on, at, of which the Company or relating the Stockholders is in possession. (f) The Company will promptly furnish to the Property. Without limitation Buyer written notice of any Release or of any actions or notices described in Section 4.22(b). (g) To the knowledge of the foregoingCompany and the Stockholders, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller has not received any notice, whether written neither PCBs nor asbestos-containing materials are present on or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:Real Property.

Environmental. No notice Except as set forth on Schedule 5.25.1: (a) (i) Seller is and for the past three (3) years has been served on Seller or the Principals from any entity, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring in compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller is in full compliance all material respects with all applicable Environmental Laws Laws, and (as defined belowii) relating to the ownership of the Property and Seller’s operations on, at, or relating to the Property. Without limitation of any of without limiting the foregoing, Seller: (x) has timely obtained, and is in compliance in all material respects with, all Permits required under Environmental Law for the ownership, lease, operation or use of the Leased Real Property, the Business or the Purchased Assets; and (y) has prepared and timely filed with the appropriate jurisdictions all reports, data, documentation and filings required pursuant to any Environmental Law; (b) to Seller Parties’ Knowledge all Hazardous Materials generated by Seller, regardless of quantity, have been generated, treated, stored, handled, transported, removed from the Leased Real Property, and disposed of in compliance with all Environmental Laws; (c) to Seller Parties’ Knowledge Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by sent any Hazardous Material to a site that, pursuant to any Environmental Law: (as defined belowi) has been placed or proposed for placement on the National Priorities List or any similar state list, or (ii) is subject to or the source of an Order, demand or request from a Governmental Authority to take any Removal, Remedial or Response action or to pay for the costs of any such action at any location; (d) in violation of such Environmental Lawsthe past seven (7) years, and no Seller Party has not received any notice, whether written Order, demand, inquiry, summons, complaint, directive, warning, request for information, notice of violation or oral, other communication from any person Governmental Authority, citizens’ group, employee or other Person claiming that Seller or the Property Business is the subject of or may be liable for: (i) any investigation actual or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in alleged violation of applicable Environmental Laws, any claim arising from, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There Law; (ii) any actual or alleged obligation to undertake or bear the cost of any Liabilities under any Environmental Law with respect to the Leased Real Property or any other facility or property owned, occupied, or used by Seller, now or in the past, or any property or facility at or to which any Hazardous Material generated, manufactured, Stored, handled, imported, used or processed by Seller has been transported, Treated, Stored, transferred, Disposed, recycled or received; or (iii) any personal injury or property damage related to any Release, Treatment, Storage or Disposal of, or exposure to, any Hazardous Material; (e) to Seller Parties’ Knowledge, there are no underground or above ground storage tanks or storage vessels presently related piping, landfills, surface impoundments, sumps, septic systems, waste disposal areas, wastewater treatment systems, radioactive materials, underground injection xxxxx or formerly monitoring xxxxx located on, under or at any of the Leased Real Property, or to Seller Parties’ Knowledge, any other facility or property owned, occupied or used for by Seller, nor, to Seller Parties’ Knowledge, have any such structures or materials been removed from any of the storage Leased Real Property or any other facility or property owned, occupied or used by Seller; (f) there has been no Release or Disposal of any Hazardous Material present at at, on, under or from the Property. True Leased Real Property or any other facility or property owned, occupied, or used by Seller, now or in the past, in each case during the xxxx Xxxxxx owned, occupied, or used such property; and (g) Seller has not assumed, accepted responsibility for or retained, by contract or otherwise, any Liability under any Environmental Law. (h) Schedule 5.25.2 contains an accurate and correct copies of complete list of: (A) all written environmental reports, including but not limited toaudits, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, correspondence or other assessments, reports, inspections conducted documents pertaining to Hazardous Materials or Environmental Law prepared in the past seven (7) years by or for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession or control of any Seller Party with respect to the assets or business of Seller (including the Leased Real Property), true and complete copies of which have been provided to Buyer; and (B) all Permits issued to Seller by any Governmental Authority pursuant to any Environmental Law, true and complete copies of which have been provided to Buyer. Seller maintains all records and, within the past seven (7) years, has prepared and filed all lists, reports and other information required pursuant to, and has otherwise complied with, TSCA and any and all rules and regulations adopted pursuant thereto, if applicable to Seller, with respect to any products manufactured, imported, produced, distributed, sold or leased by Seller. All of the products manufactured, imported, produced, distributed, sold or leased by Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive all raw materials and intermediates purchased from others used in such defectproducts, which defects may only were required to be waived reported to the United States Environmental Protection Agency for listing in writingthe TSCA inventory have been so reported or notified. In No report of substantial risk under TSCA has been made by Seller, nor was any such report required in connection with the event Buyer elects to thus rescind this Agreementoperation of the Business. Seller has never sold any product containing asbestos, lead, pentachlorophenol, silica, toluene or benzene and no raw material used by Seller in the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation manufacture of its products contains or liability under this Agreement. For purposes of this Agreement:contained asbestos, lead, pentachlorophenol, silica, toluene or benzene.

Environmental. No notice Except as set forth on Schedule 4.14: (a) There are no underground tanks and related pipes, pumps and other facilities regardless of their use or purpose whether active or abandoned at the Real Property. (b) There is no asbestos nor any asbestos-containing materials used in, applied to or in any way incorporated in any building, structure or other form of improvement on the Real Property. The Company does not sell and has not sold any product containing asbestos or that utilizes or incorporates asbestos-containing materials in any way. (c) The Company presently is and has been served on Seller in material compliance with all Environmental Laws applicable to the Real Property or formerly owned, leased or operated locations or the Principals from Company’s business, and there exist no Environmental Conditions that require reporting, investigation, assessment, cleanup, remediation or any entity, governmental body other type of response action pursuant to any Environmental Law or individual claiming that could be the basis for any violation liability of any lawkind pursuant to any Environmental Law. (d) (i) The Company has not generated, regulationmanufactured, ordinance refined, transported, treated, stored, handled, disposed, transferred, produced or codeprocessed any Hazardous Materials at or upon the Real Property or formerly owned, leased or requiring compliance with any lawoperated locations, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller is except in full compliance with all applicable Environmental Laws Laws; (as defined belowii) relating to the ownership there has been no Release or Threat of the Property and Seller’s operations on, at, or relating to the Property. Without limitation of any of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller has not received any notice, whether written or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release Release of any Hazardous Material at or in violation the vicinity of applicable Environmental Lawsthe Real Property that requires or may require reporting, investigation, assessment, cleanup, remediation or any claim arising from, based on, or relating other type of response action pursuant to any environmental condition at Environmental Law; and (iii) there has been no Release or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage Threat of Release of any Hazardous Material present at or in the vicinity of locations formerly owned, leased or operated by the Company that requires or may require reporting, investigation, assessment, cleanup, remediation or any other type of response action by the Company pursuant to any Environmental Law. (e) The Company has not (i) entered into or been subject to any consent decree, compliance order or administrative order with respect to the Real Property or formerly owned, leased or operated locations or any facilities or operations thereon; (ii) received notice under the citizen suit provisions of any Environmental Law; (iii) received any request for information, notice, demand letter, administrative inquiry or formal or informal complaint or claim with respect to any Environmental Condition; or (iv) been subject to or, to their Knowledge, threatened with any governmental or citizen enforcement action with respect to any Environmental Law. (f) (i) There currently are effective all Permits required under any Environmental Law which are necessary for the Company’s activities and operations at the Real Property and for any past or ongoing alterations or improvements at the Real Property. True ; (ii) any applications for renewal of such Permits have been submitted on a timely basis; and correct (iii) such Permits can be transferred without changes to their terms or conditions. (g) The Company has made available to the Purchaser copies of all written documents, records and information in its possession or control concerning Environmental Conditions, including, without limitation, previously conducted environmental reportsaudits and documents regarding any disposal of Hazardous Materials at, including but not limited to, Phase I environmental site assessments, Phase II upon or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to from the Real Property or Seller’s operations onformerly owned, atleased or operated locations, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, spill control plans and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer environmental agency reports and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:correspondence.

Environmental. No notice (a) Except as described in Schedule 22, the Vendor, in respect of the Purchased Business and the Purchased Assets, has been served on Seller or the Principals from any entity, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller is in full compliance with all applicable Laws, directives and decisions rendered by any ministry, department or administrative or regulatory agency ("Environmental Laws (as defined belowLaws") relating to the ownership protection of the Property environment, occupational health and Seller’s operations onsafety or the manufacture, atprocessing, distribution, use, treatment, storage, disposal, discharge, transport or handling of any pollutants, contaminants, chemicals or industrial toxic or hazardous wastes or substances ("Hazardous Substances"); (b) The Vendor has obtained all licences, permits, approvals, consents, certificates, registrations and other authorizations under Environmental Laws (the "Environmental Permits") required for the operation of the Purchased Business. Each Environmental Permit is valid, subsisting and in good standing, and the Vendor is not in default or breach of any Environmental Permit and no proceeding is pending or threatened to revoke or limit any Environmental Permit; (c) The Vendor, in connection with the Purchased Business, has not used or permitted to be used, except in compliance with all Environmental Laws, any of its property (including the Leased Stores); (d) To the Knowledge of the Vendor, no Leased Store is or ever has been insulated with urea formaldehyde insulation, nor do such buildings or structures contain any aluminium wiring or friable asbestos or any other substance containing asbestos; (e) The Vendor has never received any notice of, or been prosecuted for an offence alleging, non-compliance with any Environmental Laws, nor has the Vendor settled any allegation of non-compliance short of prosecution. There are no orders or directions relating to environmental matters requiring any work, repairs, construction or capital expenditures to be made with respect to the Property. Without limitation Purchased Business or the Purchased Assets, nor has the Vendor received notice of any of the foregoingsame; (f) Except as disclosed in Schedule 22, Seller to the Knowledge of the Vendor, there are no pending or proposed changes to Environmental Laws which would render illegal or restrict the manufacture or sale of any product manufactured or sold or any service provided by the Vendor in connection with the Purchased Business; (g) The Vendor has obtained not caused or permitted the release, in any manner whatsoever, of any Hazardous Substance on or from any of its properties or assets (including the Leased Stores) utilized in the Purchased Business, or any such release on or from a facility which it previously owned or leased, or any such release on or from a facility owned or operated by third parties but with respect to which the Vendor in connection with the Purchased Business is or may reasonably be alleged to have liability. All Hazardous Substances and all permitsother wastes and other materials and substances used in whole or in part by the Vendor in connection with the Purchased Business or resulting from the Purchased Business have been disposed of, authorizations, treated and licenses and caused stored in compliance with all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief Schedule 22 identifies all of the Seller, locations where Hazardous Substances used in whole or in part by the Property is not contaminated by any Hazardous Material Vendor in connection with the Purchased Business have been or are being stored or disposed of; (as defined belowh) in violation of such Environmental Laws, and Seller The Vendor has not received any noticenotice that it is potentially responsible for a federal, whether written provincial, municipal or orallocal clean-up site or corrective action under any Environmental Laws in connection with the Purchased Business. The Vendor, from in connection with the Purchased Business, has not received any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material request for information in violation of applicable Environmental Laws, any claim arising from, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance connection with any Environmental Laws. There federal, provincial, municipal or local inquiries as to disposal sites; and (i) To the Knowledge of the Vendor, there are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reportsaudits, including but not limited toevaluations, Phase I environmental site assessments, Phase II studies or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or tests relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement Purchased Business or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:Purchased Assets.

Environmental. No notice has been served In respect of the properties which Trican or any of its Subsidiaries operates and, to the knowledge of Trican in respect of properties for which Trican or any of its Subsidiaries is not the operator, except to the extent that any violation or other matter referred to in this paragraph (aa) does not, and would not reasonably be expected to, have a Material Adverse Effect on Seller or the Principals from any entity, governmental body or individual claiming any Trican and its Subsidiaries: (i) are not in violation of any lawEnvironmental Laws; (ii) have operated their businesses at all times and have received, regulationhandled, ordinance used, stored, transported, shipped and disposed of all contaminants in compliance with Environmental Laws; (iii) have had no Releases of Hazardous Substances into the earth, air or codeinto any body of water, including groundwater, or requiring any municipal or other sewer or drain water systems that have neither been fully and completely delineated nor re-mediated to levels in compliance with Environmental Laws; (iv) have had no orders, directions or notices issued that remain outstanding against any lawof them pursuant to any Environmental Laws, regulationof which they have received a written notice; (v) have not failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws; (vi) hold all Permits required under any Environmental Laws in connection with the operation of their businesses and the ownership and use of its assets, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller is all such Permits are in full compliance with all applicable force and effect. Except for notifications and conditions of general application to assets of reclamation obligations under legislation in each jurisdiction in which they conduct their businesses, have not received any notification pursuant to any Environmental Laws (as defined below) relating to the ownership of the Property and Seller’s operations onthat any work, atrepairs, constructions or relating to the Property. Without limitation of any of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications capital expenditures are required to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by any Hazardous Material (of them as defined below) in violation a condition of such Environmental Laws, and Seller has not received any notice, whether written or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating to any environmental condition at or involving the Property, or the continued compliance or noncompliance with any Environmental Laws. There , or any Permits issued pursuant thereto, or that any Permits referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; (vii) have no underground pending or, to the knowledge of any of them, threatened claims, liens or above ground tanks Encumbrances (other than Permitted Encumbrances) resulting from Environmental Laws or storage vessels presently violation or potential violation of Environmental Laws with respect to any of the properties currently or formerly used for the storage owned, leased, operated or otherwise used; and (viii) have not assumed or retained by Contract or operation of Law any losses, expenses, claims, damages or liabilities of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related third-party pursuant to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:applicable Environmental Laws

Environmental. No notice Except as set forth in Schedule 5.18 or with respect to matters that have been fully resolved: (a) The Company and the Subsidiaries are in compliance in all material respects with all Environmental Laws applicable to the Business or respective use of the Real Property or any formerly owned, leased or operated property in the possession of the Company or a Subsidiary; (b) To the Company’s Knowledge, there has been served on Seller or the Principals from any entity, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller is in full compliance with all applicable Environmental Laws (as defined below) relating to the ownership of the Property and Seller’s operations on, at, or relating to the Property. Without limitation of any of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller has not received any notice, whether written or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release no Release of any Hazardous Material in by the Company or the Subsidiaries at or under the Real Property or any other real property currently or formerly owned, operated or leased by the Company or the Subsidiaries; (c) None of the Company or any of the Subsidiaries has (i) received written notice under the citizen suit provisions of any Environmental Law, (ii) received any written notice of any allegation, demand, complaint or claim of violation or Liability under any Environmental Law, (iii) been subject to or, to the Company’s Knowledge, threatened with any governmental enforcement action or Order with respect to any Environmental Law, or (iv) suffered or incurred any Loss pursuant to any violation under any Environmental Law, and, to the Company’s Knowledge, will not after Closing suffer or incur any Loss pursuant to any violation under any Environmental Law, as a result of the action or inaction of any Person; (d) The Company and the Subsidiaries have obtained all Permits required under any Environmental Law by applicable Governmental Authorities for the conduct of the Business (as currently conducted); (e) The Company and the Subsidiaries have not assumed by contract or provided an indemnity with respect to any material Liability of any other Person relating to Environmental Laws; (f) The Company and the Subsidiaries have made available to the Buyer copies of all Environmental site assessments, compliance audits, asbestos surveys and soil or groundwater sampling results prepared during the Applicable Period with respect to the Real Property or any claim arising fromformerly owned, based onleased or operated property in the possession of the Company or a Subsidiary; and (g) To the Company’s Knowledge, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There there are no underground or above ground tanks storage tanks, surface impoundments, landfills, or storage vessels presently or formerly used for the storage of any Hazardous Material present treatment units, located at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Real Property or Seller’s operations on, at, or relating to the Property have been except as disclosed in documents made available to the Buyer for copying and/or inspection to and operated in compliance in all material respects with Environmental Law and all storage tanks on the extent that the same are in the possession of the Seller. If Seller is found to not be Real Property which were previously removed from service have been closed in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:Environmental Law.

Environmental. No notice has (a) Except as set forth in Section 4.13 to the Disclosure Schedule or for matters which have been served on Seller or fully resolved, each of PinnOak, the Principals from any entitySubsidiaries and, governmental body or individual claiming any violation to the Knowledge of any lawPinnOak, regulationtheir respective predecessors are, ordinance or codeand at all times since July 1, or requiring compliance with any law2003 have been, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller is in full compliance with all applicable Environmental Laws (which compliance includes, but is not limited to, the possession by PinnOak, each Subsidiary and their respective predecessors of all permits, approvals, consents, licenses, waivers and other governmental authorizations required under applicable Environmental Laws (“Environmental Authorizations”) and compliance with the terms and conditions thereof), except where failure by such predecessors to be in compliance would not have a Material Adverse Effect. Neither PinnOak nor any Subsidiary has received any communication (written or oral), whether from a Governmental Authority, citizens group, employee or otherwise, alleging that PinnOak and each Subsidiary is or was not in such compliance. (b) Except as defined below) relating set forth in Section 4.13 to the ownership Disclosure Schedule, neither PinnOak nor any of the Property and Seller’s operations Subsidiaries, nor to the Knowledge of PinnOak, any of their respective predecessors, has received notice of an Environmental Claim that would have a Material Adverse Effect, other than any such Environmental Claim that has been fully resolved with no further liability to PinnOak or any of the Subsidiaries. (c) Neither PinnOak nor any of the Subsidiaries, nor to the Knowledge of PinnOak, any of their respective predecessors, is subject to any pending or existing Governmental Order, settlement, schedule of compliance or other restriction arising under any Environmental Law. (d) Except as set forth in Section 4.13 to the Disclosure Schedule, neither PinnOak, any Subsidiary, nor, to the Knowledge of PinnOak, any of their respective predecessors has placed, stored, deposited, discharged, Released, buried, dumped or disposed of Hazardous Materials at, on, ator beneath any property that is or has been owned or operated by PinnOak or any Subsidiary, except for inventories of such substances to be used, and wastes generated therefrom, in the ordinary course of the business of PinnOak and in accordance with applicable Environmental Laws or as would not be expected to require any reporting, assessment, Cleanup, response or any other remedial action under any Environmental Law, or relating to pay for the cost of any such action, pursuant to any Environmental Law. (e) PinnOak has delivered or otherwise made available for inspection to the Property. Without limitation Purchaser (i) copies and results of any material reports, studies, analyses, tests or monitoring possessed or initiated by PinnOak or any Subsidiary pertaining to Hazardous Materials in, on, beneath or adjacent to any property currently or formerly owned, operated or leased by PinnOak, any of the Subsidiaries or, to the knowledge of PinnOak, their respective predecessors, or regarding compliance with applicable Environmental Laws by PinnOak, each Subsidiary or, to the knowledge of PinnOak, their respective predecessors and (ii) copies of all material Governmental Authorizations issued to PinnOak, any of the Subsidiaries or, to the knowledge of PinnOak, their respective predecessors within the past five (5) years. (f) Except as set forth in Section 4.13 to the Disclosure Schedule, without in any way limiting the generality of the foregoing, Seller has obtained all permitsexcept as would not have a Material Adverse Effect, authorizationsany properties owned or operated by PinnOak, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief any of the SellerSubsidiaries or, to the Property is Knowledge of PinnOak, their respective predecessors do not contaminated by contain any: underground storage tanks or related piping; asbestos or asbestos-containing material; polychlorinated biphenyls (“PCBs”); underground injection xxxxx; radioactive materials; surface impoundments; landfills; sumps; or septic tanks or waste disposal pits in which any Hazardous Materials have been discharged, buried, incinerated, deposited, placed or disposed. (g) Except as set forth in Section 4.13 to the Disclosure Schedule, neither PinnOak nor any of its Subsidiaries have sent any Hazardous Material (as defined below) in violation to a site that, pursuant to any Environmental Law, has been placed or, to the Knowledge of such Environmental LawsPinnOak, and Seller has not received proposed for placement on the National Priorities List or any notice, whether written similar state list or oral, is subject to an Order from any person that Seller Governmental Authority to take “removal,” “response,” “corrective” or other Cleanup action or to pay for the Property is the subject cost of any investigation or proceeding pertaining to such action at the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with site under any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:Law.

Environmental. No notice has been served on Seller Except as set forth in the Questionnaires, other than in De Minimis Amounts or the Principals from any entity, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller is in full compliance with all applicable Environmental Laws (as defined below) relating Laws, no Hazardous Materials have been used, handled, manufactured, generated, produced, stored, treated, processed, transferred or disposed of at or on any of the Premises by Debtor or its Affiliates or, to the ownership best of the Property and Seller’s operations onDebtor's knowledge, at, or relating to the Property. Without limitation by any prior owner of any of the foregoingPremises which might reasonably be expected to result in any Material Adverse Effect. Except as set forth in the Questionnaires, Seller other than in De Minimis Amounts, no Release or Threatened Release has obtained all permitsoccurred at or on any of the Premises while in the possession and control of the Debtor and its Affiliates or, authorizations, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the best of Debtor's knowledge, information while in the possession and belief control of any prior owner of any of the SellerPremises which might reasonably be expected to result in any Material Adverse Effect. Except as set forth in the Questionnaires, the Property is not contaminated activities, operations and business undertaken on, at or about each of the Premises by Debtor and its Affiliates, including, without limitation, any Hazardous Material (as defined below) past or ongoing alterations or improvements at each of the Premises, are and have been at all times in violation of such compliance with all Environmental Laws, except such non-compliance which would not reasonably be expected to result in any Material Adverse Effect. Except as set forth in the Questionnaires, no further action is required to remedy any Environmental Condition or violation of, or to be in compliance in all material respects with, any Environmental Laws and Seller no lien has not received been imposed on any noticeof the Properties by any Governmental Authority in connection with any Environmental Condition, whether written the violation or oral, from any person that Seller or the Property is the subject threatened violation of any investigation Environmental Laws or proceeding pertaining to the presence of any Hazardous Materials on or off any of the Premises. There is no pending or, to the best of Debtor's knowledge, threatened litigation or proceeding before any Governmental Authority in which any Person alleges the violation or threatened violation of any Environmental Laws or the release presence, Release, Threatened Release or threatened release placement on or at any of the Premises of any Hazardous Material in Materials, or of any facts which would give rise to any such action, nor has Debtor (a) received any notice (and Debtor has no actual knowledge) that any Governmental Authority or any employee or agent thereof has determined, threatens to determine or intends to require an investigation to determine that there has been a violation of applicable any Environmental LawsLaws at, on or in connection with any claim arising fromof the Premises or that there exists a presence, based onRelease, Threatened Release or placement of any Hazardous Materials on or at any of the Premises, or the use, handling, manufacturing, generation, production, storage, treatment, processing, transportation or disposal of any Hazardous Materials at or on any of the Premises; (b) received any notice under the citizen suit provision of any Environmental Law in connection with any of the Premises or any facilities, operations or activities conducted thereon, or any business conducted in connection therewith; or (c) received any request for inspection, request for information notice, demand, administrative inquiry or any formal or informal complaint or claim with respect to or in connection with the violation or threatened violation of any Environmental Laws or existence of Hazardous Materials relating to any environmental condition at of the Premises or involving any facilities, operations or activities conducted thereon or any business conducted in connection therewith. FFCA has charged Debtor a fee for the Property, Environmental Policies. Debtor acknowledges that the Environmental Policies are for the sole protection of FFCA and will not protect Debtor or the compliance or noncompliance provide Debtor with any Environmental Lawscoverage thereunder. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True The information and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are disclosures in the possession of the Seller. If Seller is found to not be Questionnaires are true, correct and complete in compliance with this Section 7(s) in any wayall material respects, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 belowFFCA may rely on such information and disclosures, and if the same are not timely cured, Buyer shall have Persons executing the right Questionnaires were duly authorized to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:do so.

Environmental. No notice (i) Except as set forth in Section 3.3(b)(i) of the Disclosure Memorandum: (A) Seller has been served on Seller not caused or permitted the generation, manufacture, use, or handling or the Principals from any entityrelease or presence of, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller is in full compliance with all applicable Environmental Laws (as defined below) relating to the ownership of the Property and Seller’s operations on, at, or relating to the Property. Without limitation of any of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Lawson, and Seller has not received any noticein, whether written under or oral, from any person properties or facilities currently owned or leased by Seller or, to its knowledge, adjacent to any properties so owned or leased that requires notification, investigation or remediation pursuant to any environmental law; (B) there are no non-compliance orders, warning letters or notices of violations, actions, suits or other claims asserted or, to its knowledge, threatened against Seller or administrative or judicial investigations arising from or relating to the environmental condition of any property currently owned or leased by Seller or the Property is the subject of any investigation generation, manufacture, use, or proceeding pertaining to the presence of handling or the release or presence of, any Hazardous Material at any property currently owned or leased by Seller; (C) Seller has complied in all material respects with, and has kept all records and made all filings or reports required by, and is otherwise in compliance with all applicable federal, state and local laws, regulations, orders, permits and licenses relating to the generation, treatment, manufacture, use, handling, release or presence of any Hazardous Material on, in, under or from any properties or facilities currently owned or leased by Seller; (D) to the knowledge of Seller, the improvements on the property owned or leased by Seller are free from the presence or growth of mold, fungi, spores or bacteria that could be reasonably expected to cause material property damage or personal injury, and the improvements on the property owned or leased by Seller are, and have been, reasonably free of conditions that could lead to the growth or presence of mold, fungi, spores or bacteria, including, without limitation, air conditioner malfunction, water intrusion, water leaks, sewage backflows and construction defects; and (E) to the knowledge of Seller, there are not now nor have there ever been any underground storage tanks for the storage of Hazardous Material on, in or under any properties or facilities currently owned or leased by Seller. (ii) Neither Seller nor, to the knowledge of Seller, any of its officers, directors, employees or agents, in the course of such individual’s employment by Seller, has given advice with respect to, or participated in any respect in, the management or operation of any entity or concern regarding the generation, storage, handling, disposal, transfer, production, use or processing of Hazardous Material. (iii) To the knowledge of Seller, Seller has not foreclosed on any property on which there is a threatened release of any Hazardous Material in violation or on which there has been a release and remediation has not been completed to the extent required by environmental laws. (iv) Neither Seller nor any of applicable Environmental Lawsits executive officers or directors is aware of, any claim arising from, based onhas been told of, or relating to any environmental condition at or involving has observed, the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage presence of any Hazardous Material present at the Property. True on, in, under, or around property on which Seller holds a legal or security interest, in violation of, or creating a liability under, federal, state, or local environmental statutes, regulations, or ordinances. (v) Seller has delivered to Buyer true, correct and correct complete copies of all written reports or tests with respect to compliance of any of the properties or facilities currently owned or operated by Seller with any environmental reports, including but not limited to, Phase I environmental site assessments, Phase II laws or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted the presence of Hazardous Materials that were prepared for Seller by independent, unrelated third persons or prepared for other Persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession possession, custody or control of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:.

Environmental. No notice has been served on Seller or the Principals from any entity, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief Except as set forth in Section 4.19 of the SellerCompany Disclosure Schedule, Seller is in full compliance with all applicable Environmental Laws (as defined below) relating to the ownership knowledge of the Property Company and Seller’s the Stockholders: (a) the operations on, at, or relating to the Property. Without limitation of any of the foregoingCompany have been and, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the SellerEffective Time, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller has not received any notice, whether written or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not will be in compliance with this Section 7(sall Environmental Laws; (b) the Company has obtained, currently maintains and, as of the Effective Time, will have all Environmental Permits required for its operations; all such Environmental Permits are and, as of the Effective Time, will be, in full force and effect and in good standing; there are no Legal Proceedings pending or threatened with respect to any way, Buyer shall have such Environmental Permits; the right to request Seller to cure the same in like manner as provided in Section 9 belowCompany is, and if as of the same Effective Time will be, in material compliance with such Environmental Permits; and neither the Company nor any Stockholder has received any notice from any source, or has otherwise obtained knowledge, to the effect that there is lacking any Environmental Permit required in connection with the current operations of the Company or the current use or operation of the Leased Property; (c) the Company, its operations and the Leased Property are not timely cured(i) subject to any outstanding written Order or Contract with or in favor of any Governmental Entity or (ii) subject to any investigation respecting (x) Environmental Laws, Buyer shall have (y) any Remedial Action or (z) any Environmental Claim; (d) the right Company is not subject to rescind this Agreement any Legal Proceeding alleging the violation of any Environmental Law or waive Environmental Permit or seeking any Remedial Action; (e) neither the Company nor any Stockholder has received, nor has there been issued, any written communication that alleges that the Company is not in compliance with any Environmental Law or Environmental Permit or that seeks the Company to take any Remedial Action; (f) the Company has not caused any Hazardous Materials, or permitted any Hazardous Materials for which the Company is responsible, to remain or be disposed of, either on or under real property legally or beneficially owned or operated by the Company or on any real property not permitted to accept, store or dispose of such defectHazardous Materials other than in compliance with Environmental Laws and Permits, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation Company has never disposed or liability under this Agreement. For purposes Released any Hazardous Materials on the Landfill Property; (g) the Company has no liabilities (other than those related to its disposal obligations) with respect to Hazardous Materials; (h) none of this Agreement:the operations of the Company involve the generation, transportation, treatment, storage or disposal of hazardous waste or controlled waste other than in compliance with Environmental Laws and Permits; and (i) there is not now on or in the Leased Property, nor has there been, (i) any underground storage tanks or surface tanks, dikes or impoundments; (ii) any asbestos-containing materials or (iii) any polychlorinated biphenyls.

Environmental. No notice Except as disclosed under Disclosure Schedule, it is represented as follows. (a) The Company has been served on Seller or complied at all times with applicable Environmental Law and relevant Environmental Permits (all of which are valid and subsisting). (b) In particular: (i) the Principals from Company does not have to put in place any entityfurther air emission treatment system; the air emission stacks are in compliance with the applicable technical reference standards; the emissions are treated before their discharging to the atmosphere and comply with the relevant emission limit values, governmental body or individual claiming in accordance with all Environmental Laws and Environmental Permits; the Company is not liable for any violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Sellerprescriptions of the Authority included in the air emissions authorization, Seller is in full compliance with all nor of the prescriptions as to the air emissions limit values provided under the applicable Environmental Laws; (ii) the Company is not liable for any violation of any Environmental Law and Environmental Permit relating to water discharges; (iii) the Company is registered in the so-called “SISTRI system” in relation to non-hazardous waste only while, as noted in the Disclosure Schedule, the accomplishments for extending such registration also to hazardous waste have still to be made. The Company is not responsible for the violation of any Environmental Laws (as defined below) relating to the ownership waste management, including waste classification, storage, deposit, treatment and disposal; the Company correctly keeps the waste loading and unloading registers and the waste identification forms. All external contractors involved in the Company’s waste management comply with the applicable laws and regulations; (iv) the Company is not liable for any violation of the Property and Seller’s operations on, at, or laws relating to the Property. Without limitation of any external acoustic emissions limit values; (v) the Company does not use, and has never used, asbestos, and no asbestos requiring interventions pursuant to the Environmental Laws is present in the premises or locations where the business of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To Company is conducted or where the knowledge, information and belief Employees work or the past employees of the Seller, Company have worked. The Company has always complied with its obligations under applicable laws and regulations with regard to the Property presence of asbestos in existing buildings. The Company is not liable for any violation of the laws relating to asbestos; (vi) no areas where the Company is materially located and/or no real properties used in connection with its Business, including soil, subsoil, surface waters, underground waters and aquifers: (a) are or have been contaminated by any Hazardous Material Substances; (b) has not been ascertained any contamination connected to activities carried out by the Company and/or previous owners of the same areas and properties, which may entail, after the Closing Date, any responsibility, obligation and/or liability of the Buyer; (vii) no written notice of any pending or threatened Environmental Claim has been received by the Company; (viii) the Company is not been claimed by any Authority as defined below) in being liable for any violation of such Environmental Laws(and is fully compliant with) Legislative Decree of 3 April 2006, and n. 152, Presidential Decree no. 151/2011, Presidential Decree n. 203/1988, Presidential Decree no. 59/2013, Legislative Decree n. 49 of March 14, 2014, Law 447/1995, DPCM 14 November 1997, Legislative Decree no. 27 of March 4, 2014, Law n. 257 of March 27, 1992, Ministerial Decree 6 September 1999, Ministerial Decree dated November 29, 2002. (c) The Seller has not received any notice, whether written or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to the Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:existing Environmental Documents.

Environmental. No notice has been served on Seller Except as would not have, individually or in the Principals from any entityaggregate, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief a Material Adverse Effect: (a) All operations of the Seller, Seller is Company and its Subsidiaries are in full compliance with all applicable Environmental Laws (as defined below) relating to the ownership protection of the Property environment, health or safety (collectively “Environmental Laws”); (b) None of the Company or any of its Subsidiaries: (i) is subject to any proceeding or order which relates to environmental, health or safety matters, and Seller’s operations onwhich would require any material work, atrepairs, construction or expenditures; (ii) has received any demand, notice, request for information or written communication alleging the breach of or liability under any Environmental Law, including with respect to any regulations respecting the use, storage, treatment, transportation, Release or disposition of any pollutant, contaminant, waste of any nature, hazardous substance, hazardous material, toxic substance, dangerous substance or dangerous good as defined, judicially interpreted or identified in any Environmental Law (“Hazardous Substances”); or (iii) has received written notice, or relating to the Property. Without limitation Knowledge of the Company is aware, of any requirement that is proposed for adoption or implementation under any Environmental Law that would be applicable to the operations of the foregoing, Seller has Company or any of its Subsidiaries and which may require any material expenditure; (c) (i) The Company and each of its Subsidiaries have obtained and are in compliance with all permits, authorizationslicenses, emissions credits or allowances and any other authorizations of any Governmental Entity pursuant to Environmental Law (collectively, “Environmental Permits”) necessary for their operations as currently conducted, (ii) all such Environmental Permits are valid and in good standing, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief (iii) none of the Seller, the Property Company or any Subsidiary is not contaminated aware of or has been advised by any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller has not received any notice, whether written or oral, from any person that Seller or the Property is the subject Governmental Entity of any investigation actual or proceeding pertaining potential change in the status or terms and conditions of any Environmental Permit; (d) There are no Environmental Claims pending or, to the presence Knowledge of the Company, threatened, against the Company or any of its Subsidiaries or against any property or operations that the release Company or threatened release any of its Subsidiaries owns, leases, or operates, in whole or in part, or, to the Knowledge of the Company, formerly owned, leased or operated, in whole or in part; and (e) There have been no Releases of any Hazardous Material in violation Substances that would reasonably be expected to form the basis of applicable Environmental Laws, any claim arising from, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground Claim against the Company or above ground tanks any of its Subsidiaries or storage vessels presently against any Person whose liabilities for such Environmental Claims the Company or formerly used for the storage any of any Hazardous Material present at the Property. True and correct copies its Subsidiaries has or may have, retained or assumed, either contractually or by operation of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:Law.

Environmental. No notice has been served on Seller Except as would not, individually or in the Principals from any entityaggregate, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring reasonably be expected to have a Material Adverse Effect (i) the Company is in compliance with and not subject to any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller is in full compliance with all known liability under applicable Environmental Laws (as defined below), (ii) relating to the ownership Company has made all filings and provided all notices required under any applicable Environmental Law, and has, and is in compliance with, all permits required under any applicable Environmental Laws and each of the Property them is in full force and Seller’s operations oneffect, at(iii) (a) there is no pending civil, criminal or administrative action, or relating to pending hearing or suit, (b) the Property. Without limitation of any of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller Company has not received any noticedemand, whether written claim, or oral, from any person that Seller or the Property is the subject notice of any investigation or proceeding pertaining violation and (c) to the presence knowledge of the Company, there is no investigation, proceeding, notice or demand letter or request for information threatened against the release Company in the case of (a), (b) and (c), under any Environmental Law, (iv) no lien, charge, encumbrance or threatened release restriction has been recorded under any Environmental Law with respect to any assets, facility or property owned, operated, leased or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of any Hazardous Material in violation of applicable Environmental Laws1980, any claim arising from, based onas amended ("CERCLA"), or relating any comparable state law, (vi) no property or facility of the Company is (a) listed or, to any environmental condition at the knowledge of the Company, proposed for listing on the National Priorities List under CERCLA or involving is (b) listed in the PropertyComprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or the compliance on any comparable list maintained by any state or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreementlocal governmental authority. For purposes of this Agreement:, "Environmental Laws" means all applicable federal, state and local laws or regulations, codes, orders, decrees, judgments or injunctions issued, promulgated, approved or entered thereunder, relating to pollution or protection of public or employee health and safety or the environment, including, without limitation, laws relating to (i) emissions, discharges, releases or threatened releases of Hazardous Materials (as defined below) into the environment (including, without limitation, ambient air, surface water, ground water, land surface or subsurface strata), (ii) the manufacture, processing, distribution, use, generation, treatment, storage, disposal, transport or handling of Hazardous Materials, and (iii) underground and above ground storage tanks and related piping, and emissions, discharges, releases or threatened releases therefrom. The term "Hazardous Material" means (a) any "hazardous substance," as defined in the Comprehensive Environmental Response, the Resource Conservation and Recovery Act, as amended, (b) any "hazardous waste," as defined by the Resource Conservation and Recovery Act, as amended, (c) any petroleum or petroleum product, (d) any polychlorinated biphenyl and (e) any pollutant or contaminant or hazardous, dangerous or toxic chemical, material, waste or substance.

Environmental. No notice has been served on Seller or the Principals from any entity, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief Except as set forth in Section 3.12 of the SellerCompany Disclosure Letter: (a) the Company and its Subsidiaries are in compliance, Seller is in full compliance all material respects, with all applicable Environmental Laws (as defined below), including holding all material permits and authorizations required pursuant to such Laws for the ownership and operation of its business as currently conducted and compliance, in all material respects, with the terms thereof, and the Company has no knowledge of any facts or circumstances that would prevent, interfere with, or materially increase the cost of maintaining such compliance in the future; (b) relating the Owned Real Property and, to the ownership knowledge of the Company, the Leased Real Property and Seller’s operations on(including, atin each case, soils, groundwater, surface water, buildings or relating other structures) are not contaminated with any Hazardous Substance in such a manner or concentration that the Company or any of its Subsidiaries is or would be required under any Environmental Laws to conduct a response action to protect human health and/or the environment; (c) to the Property. Without limitation knowledge of the Company, the Real Property formerly owned by any of the foregoingAcquired Companies and the Real Property formerly leased by any of the Acquired Companies were not contaminated with any Hazardous Substance during the period of ownership or operation by the Company or any of its Subsidiaries in such a manner or concentration that the Company or any of its Subsidiaries is or would be required under any Environmental Laws to conduct a response action to protect human health and/or the environment; and (d) none of the Acquired Companies has (i) treated, Seller has obtained all permitsplaced, authorizationsheld, and licenses and caused all notifications stored, located, released, transported, handled or disposed of any Hazardous Substance on, under, from or at any of the Company Real Property (or any Real Property formerly owned by any of the Acquired Companies) other than in a manner that would not require a response action to be made as required by all protect human health and/or the environment pursuant to applicable Environmental Laws. To the knowledge, information and belief (ii) any knowledge of the Seller, the Property is not contaminated by presence of any Hazardous Material (as defined below) in violation Substances that have been released into the environment on, under or at any of such the Company Real Property other than that which would not require a response action to protect human health and/or the environment pursuant to Environmental Laws, and Seller or (iii) received any written notice (A) of any material violation of any Environmental Laws that has not received any noticebeen resolved, whether written (B) of the institution or oral, from any person that Seller or the Property is the subject pendency of any investigation material Proceeding by any Governmental Body or proceeding pertaining any third party in connection with any such violation, (C) requiring the response to the presence or remediation of or the a release or threatened release of Hazardous Substances at or arising from any of the Company Real Property, (D) alleging non-compliance by the Company or any of its Subsidiaries with the terms of any Permit required under any Environmental Laws in any manner reasonably likely to require material expenditures or to result in material liability or (E) demanding payment of a material amount for response to or remediation of a release of Hazardous Material in violation Substances at or arising from any of applicable Environmental Laws, any claim arising from, based onthe Company Real Property. The Company has provided, or relating will provide in accordance with Section 5.1 hereof, to any Parent all material assessments, reports, data, results of investigations or audits, and other information that is in the possession of or reasonably available to the Company regarding environmental matters pertaining to the environmental condition at or involving of the Propertybusiness of the Company and its Subsidiaries, or the compliance (or noncompliance noncompliance) by the Company or any of its Subsidiaries with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:Company Real Property.

Environmental. No notice has been served on Seller Except as would not, or would not be reasonably expected to, have a Material Adverse Effect: (i) to the Principals from any entityknowledge of Corridor, governmental body or individual claiming any Corridor is not in violation of any lawApplicable Laws with respect to environmental, regulationhealth or safety matters (collectively, ordinance "Environmental Laws"); (ii) Corridor has not, in a manner that is contrary to Environmental Laws, caused any spills, releases, deposits or codedischarges of hazardous or toxic substances, contaminants or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller is in full compliance with all applicable Environmental Laws (as defined below) relating to the ownership of the Property and Seller’s operations wastes on, at, from or relating to the Property. Without limitation of under any of the foregoingreal or immovable property currently or formerly owned, Seller has obtained all permitsoperated, authorizationsoccupied or otherwise utilized by Corridor, and licenses and caused all notifications to be made as required by all applicable other than those which have been remediated in accordance with Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by any Hazardous Material ; (as defined belowiii) in violation of such Environmental Laws, and Seller Corridor has not received any noticeorders, directions, demands or notices from any Government Entity with respect to the breach of any Environmental Laws applicable to the assets operated by Corridor, which order, direction, demand or notice remains outstanding as of the Agreement Date, and to the knowledge of Corridor, none have been threatened; (iv) Corridor, as of the Agreement Date, holds all material Permits required under any Environmental Laws in connection with the operation of its business as presently conducted and the ownership and use of its assets and all such Permits are in full force and effect and Corridor has not received notice of any circumstances that may lead to the revocation, cancellation or curtailment of any such Permits; and (v) full and accurate particulars of or, in the case of a document, a copy of, all environmental or health and safety assessments, audits, reviews or investigations, whether written in draft or oralfinal form, from any person that Seller which concern in whole or in part (directly or indirectly) the Property is current or previous operations of Corridor and which are in the subject possession or control of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property Corridor have been made available to Buyer for copying and/or inspection to the extent Initial Investor Group that the same are currently in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any wayprogress or which were completed since January 1, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:2018.

Environmental. No notice has been served on Seller or (a) Except to the Principals from extent that any entity, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Sellerfollowing, Seller is individually or in full compliance the aggregate, would not result in a Material Adverse Effect on the Company (i) the Company and its subsidiaries comply and have complied with all applicable Environmental Laws (as defined below), (ii) relating to the ownership of the Property and Seller’s operations on, at, or relating to the Property. Without limitation of any of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by any no Hazardous Material Substances (as defined below) are present at or have been disposed on or released or discharged from, onto or under any of the properties currently owned, leased, operated or otherwise used by the Company or its subsidiaries (including soils, groundwater, surface water, buildings or other structures), (iii) no Hazardous Substances were present at or disposed on or released or discharged from, onto or under any of the properties formerly owned, leased, operated or otherwise used by the Company or its subsidiaries during the period of ownership, lease, operation or use by Company or its subsidiaries, (iv) neither the Company nor any subsidiary is subject to any liability or obligation in violation of such Environmental Lawsconnection with Hazardous Substances present at any location owned, and Seller leased, operated or otherwise used by any third party, (v) neither the Company nor any subsidiary has not received any notice, whether written demand, letter, claim or oralrequest for information alleging that the Company or any subsidiary is or may be in violation of or liable under any Environmental Law, from (vi) neither the Company nor any subsidiary is subject to any order, decree, injunction or other directive of any governmental authority or is subject to any indemnity or other agreement with any person or entity relating to Hazardous Substances and (vii) there are no circumstances or conditions involving the Company and its subsidiaries, any assets (including real property) or businesses previously owned, leased, operated or otherwise used by Company or its subsidiaries, or any of the assets (including real property) or businesses of any predecessors of Company or its subsidiaries that Seller could reasonably be expected to result in any damages or liabilities to the Company or any subsidiary arising under or pursuant to Environmental Law or in any restriction on the ownership, use or transfer of any of the assets of the Company or any subsidiary arising under or pursuant to any Environmental Law. (b) As used herein, the term "Environmental Law" means any international, national, provincial, regional, federal, state, municipal or local law, regulation, order, judgement, decree, permit, authorization, opinion, common or decisional law (including, without limitation, principles of negligence and strict liability) or agency requirement relating to the protection, investigation or restoration of the environment (including, without limitation, natural resources) or the Property is health or safety of human or other living organisms, including, without limitation, the subject of any investigation or proceeding pertaining to the presence of or the manufacture, introduction into commerce, export, import, handling, use, presence, disposal, release or threatened release of any Hazardous Material in violation Substance or noise, odor, wetlands, pollution, contamination or any injury or threat of applicable injury to persons or property. (c) As used herein, the term "Hazardous Substance" means any element, compound, substance or other material (including any pollutant, contaminant, hazardous waste, hazardous substance, chemical substance, or product) that is listed, classified or regulated pursuant to any Environmental LawsLaw, including, without limitation, any claim arising frompetroleum product, based onby-product or additive, asbestos, presumed asbestos-containing material, asbestos-containing material, medical waste, chloroflourocarbon, hydrochloroflourocarbon, lead-containing paint or relating to any environmental condition at plumbing, polychlorinated biphenyls, radioactive material or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:radon.

Environmental. No notice Except as set forth in Schedule 4.15: (a) To Seller’s knowledge, the Assets that are operated by Seller or its Affiliates, and to Seller’s knowledge, the Assets operated by third-party operators, are in compliance with Environmental Laws in all material respects (other than any non-compliance that has been served previously cured or otherwise resolved in accordance with applicable Environmental Laws); (b) To Seller’s knowledge, during the past twelve (12) months, there has been no release of Hazardous Substances on or from the Assets operated by Seller or the Principals its Affiliates, or to Seller’s knowledge from any entity, governmental body Asset not operated by Seller or individual claiming any violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contributionits Affiliates, for environmental damage which there are material investigative or injury remediation obligations under Environmental Laws and for which remedial or corrective action has not been taken pursuant to natural resources. To the Environmental Laws or that has not been previously cured or otherwise resolved in accordance with applicable Environmental Laws; (c) Seller and, to Seller’s knowledge, information and belief each third-party operator of the SellerAssets, Seller has obtained and is maintaining in full compliance with force and effect (and, to the extent applicable, has timely filed applications to renew) all permits, certificates, licenses, approvals, and authorizations under applicable Environmental Laws required or necessary for its ownership or operation of the Assets as currently owned and operated by Seller, the applicable third-party operator and their respective Affiliates (the “Environmental Permits”), in all material respects, and no written notice of violation of the terms of such permits, certificate, licenses, approvals, and authorizations has been received by Seller or its Affiliates or, to Seller’s knowledge, any third-party operator, the resolution of which is outstanding as defined belowof the Execution Date; (d) relating Neither Seller nor any of its Affiliates has entered into and the Assets operated by Seller or its Affiliates are not subject to, and to Seller’s knowledge, no third-party operator has entered into, and the Assets operated by any third party are not subject to, any agreements, consents, orders, decrees or judgments of any Governmental Authority, that are in existence as of the Execution Date, that are based on any Environmental Laws and that relate to the current or future use, ownership of the Property and Seller’s operations on, at, or relating to the Property. Without limitation operation of any of the foregoing, Assets; (e) Neither Seller has obtained all permits, authorizationsnor any of its Affiliates, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the Seller’s knowledge, information and belief no third-party operator, has received as of the SellerExecution Date written notice from any Person of (i) any material violation of, the Property is not contaminated by any Hazardous Material (as defined below) in alleged material violation of such or material non-compliance with any Environmental Laws, and Seller has not received any notice, whether written or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining Laws relating to the presence of Assets or the (ii) any release or threatened release disposal of any Hazardous Material Substance concerning any land, facility, asset or property included in violation the Assets, in each case, that has not been previously cured or otherwise resolved to the satisfaction of applicable Environmental Lawsthe relevant Governmental Authority and for which Seller or its Affiliates, and to Seller’s knowledge any claim arising fromthird-party operator, based onhas no further material obligations outstanding; and (f) Copies of all final written reports of environmental site assessments and/or compliance audits by a Third Party on behalf of Seller or any of its Affiliates or that are otherwise in Seller’s or any of its Affiliates’ possession or control, in each case, that have been prepared in the three (3) years prior to the Execution Date have been, in each case, provided or relating made available to any Purchaser prior to the Execution Date. (g) This Section 4.15 constitutes Seller’s sole representation and/or warranty regarding the environmental condition at or involving of the Property, Assets (or the Assets’ compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property Law) or Seller’s operations on, atcompliance with, or relating to violation of, Environmental Laws regarding the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:Assets.

Environmental. No notice (a) To the best knowledge of the Borrower, and except for such matters as could not reasonably be expected to cause a Material Adverse Change, the Borrower and each of its Subsidiaries (i) has obtained all Environmental Permits necessary for the ownership and operation of its Property and the conduct of its business; (ii) has been served on Seller or the Principals from any entity, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller is in full compliance with all applicable Environmental Laws (as defined below) relating to the ownership of the Property terms and Seller’s operations on, at, or relating to the Property. Without limitation of any of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in violation conditions of such Environmental Laws, Permits and Seller has not received any notice, whether written or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation with all other requirements of applicable Environmental Laws; (iii) has not received notice of any violation or alleged violation of any Environmental Law or Environmental Permit; and (iv) is not subject to any actual or contingent Environmental Claim. (b) To the best knowledge of the Borrower, and except for such matters as could not reasonably be expected to cause a Material Adverse Change or such matters which are being diligently contested by appropriate good faith proceedings and for which reserves required by GAAP are maintained, none of the present or previously-owned or operated property of the Borrower or any claim arising fromof its Subsidiaries, based onwherever located, (i) has been placed on or proposed to be placed on the National Priorities List, the Comprehensive Environmental Response Compensation Liability Information System list, or relating to any environmental condition at their state or involving the Propertylocal analogs, or the compliance have been otherwise designated, listed, or noncompliance with identified as a potential site for removal, remediation, cleanup, closure, restoration, reclamation, or other Response activity under any Environmental Laws. There are no underground ; (ii) is subject to an Environmental Lien that attaches to any revenues, inventory, receivables, or above ground tanks to any real or storage vessels presently personal property owned or formerly used for operated by Borrower or any of its Subsidiaries, wherever located; or (iii) has been the storage site of any Release of Hazardous Material Substances from present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:past operations.

Environmental. No notice Except as described on Schedule 3.17, (a) no written notice, notification, demand, claim, letter, request for information, citation, summons, complaint or order has been served on Seller received by, and no notice, demand, claim, letter, request for information, investigation or legal proceeding is pending or, to the Principals from Knowledge of the Company, threatened against the Company with respect to any entity, governmental body matters relating to or individual claiming any violation arising out of any lawEnvironmental Law; (b) To the best of the Shareholder’s knowledge, regulationthe Company is and has at all times been in compliance, ordinance or codein all material respects, or requiring compliance with all Environmental Laws and with any lawnecessary Environmental Permits (as hereinafter defined); the Company possesses all necessary permits, regulationauthorizations, ordinance or codeapprovals, demanding payment or contributionlicenses, consents, exemptions and other governmental authorizations required for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller is in full compliance with all their current operations under applicable Environmental Laws (as defined below) relating to “Environmental Permits”); all such Environmental Permits are in full force and effect; the ownership of the Property and Seller’s operations on, at, or relating to the Property. Without limitation of any of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property Company is not contaminated by any Hazardous Material (as defined below) in violation of such any Environmental Permit or of any obligations, orders, schedules and timetables issued pursuant thereto; and there are no proceedings pending or, to the Knowledge of the Company, threatened which would jeopardize the validity of any Environmental Permit; (c) to the Knowledge of the Company, there are no facts, circumstances or conditions that could reasonably be expected to be the basis of or to result in the Company incurring liability for the release of Hazardous Substances or incurring any liability, obligations, requirements for remedial or corrective action or costs under Environmental Laws, and Seller has not received any notice, whether written or oral, from any person that Seller could reasonably be expected to prevent or restrict the Property is the subject Company’s compliance with Environmental Laws or to restrict its use or transfer of any investigation or proceeding pertaining property pursuant to Environmental Laws; (d) to the presence Knowledge of the Company, none of the properties currently or formerly owned, leased or operated by the release Company has been listed in, nor has the Company disposed or threatened release of transported any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating Substances to any environmental condition at site that has been listed in, the National Priorities List or involving any other list of sites requiring clean-up or investigation under Environmental Law maintained by any Governmental Authority; and (e) the PropertyCompany has made available to Buyer complete, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True true and correct copies of all written material environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessmentsrecords, reports, inspections conducted for Seller by independentassessments, unrelated third persons studies, sampling results, investigations, audits, notifications, Environmental Permits and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession pending permit applications. A list of the Seller. If Seller such materials is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:Schedule 3.17.

Environmental. No notice (i) It has conducted, and is conducting, its business in compliance in all material respects with Environmental Laws; (ii) To its knowledge, none of the properties owned or leased by it has been served on Seller used to generate, manufacture, refine, treat, recycle, transport, store, handle, dispose, transfer, produce or process Hazardous Substances except in compliance in all material respects with all Environmental Laws; (iii) It has not caused or permitted the Principals release of any Hazardous Substances at, in, on, under or from any entity, governmental body property owned or individual claiming any violation of any law, regulation, ordinance or code, or requiring leased by it except in compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller is in full compliance all material respects with all applicable Environmental Laws Laws; (as defined belowiv) relating to the ownership of the Property and Seller’s operations onAll Hazardous Substances handled, atrecycled, disposed of, treated or relating to the Property. Without limitation stored on or off-site of any of the foregoingproperties owned or leased by it have been handled, Seller has obtained recycled, disposed of, treated and stored in material compliance with all permitsEnvironmental Laws and, authorizationsto its knowledge, and licenses and caused there are no Hazardous Substances at, in, on, under or migrating from any of the aforementioned properties except in material compliance with all notifications to be made as required by all applicable Environmental Laws. To ; (v) It is in possession of all required environmental approvals (all of which are being complied with in all material respects) required to own, lease, operate, develop and exploit the properties (as and when acquired) and conduct its business as it is now being conducted; (vi) No environmental, reclamation or abandonment obligation or work orders or other liabilities presently exist with respect to any portion of the properties owned or leased by it and, to its knowledge, information and belief there is no basis for any such obligations or liabilities to arise in the future as a result of the Seller, the Property is not contaminated any activity on any of these properties owned or leased by any Hazardous Material it; and (as defined belowvii) in violation of such Environmental Laws, and Seller It has not received from any Person or Governmental Authority any notice, whether written formal or oralinformal, from any person that Seller or the Property is the subject of any investigation proceeding, action or proceeding pertaining to the presence of other claim, liability or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim potential liability arising from, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with under any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related Law that is pending which would be likely to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) result in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement material action being taken by any Governmental Authority or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:any other Person;

Environmental. No notice Except as disclosed in the Argonaut Disclosure Letter: (i) each of the Argonaut Entities is and, for the past five (5) years, has been served on Seller in material compliance with, and is not in violation of, any material Environmental Laws; (ii) each of the Argonaut Entities has operated its business at all times and has generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without material violation of Environmental Laws; (iii) to the knowledge of Argonaut, there have been no spills, releases, deposits, presence or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into or in the earth, air or any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems by Argonaut or the Principals Argonaut Subsidiaries or at, to or from Argonaut or the Argonaut Subsidiaries’ assets or operations, which could reasonably be expected to result in material Liability under any entityEnvironmental Law; (iv) no material orders, governmental body notifications, directives, demands, Claims, instructions, directions or individual claiming notices have been issued and remain outstanding by any violation of Governmental Entity or other Person pursuant to any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller is in full compliance with all applicable Environmental Laws (as defined below) relating to the ownership business or assets of Argonaut or the Argonaut Subsidiaries; (v) each of the Property and Seller’s operations on, at, or relating Argonaut Entities has not failed to report to the Property. Without limitation proper Governmental Entity the occurrence of any material event which is required to be so reported by any Environmental Laws; (vi) each of the foregoingArgonaut Entities holds all material Environmental Approvals required under any Environmental Laws in connection with the operation of its business and the ownership and use including rehabilitation of its assets, Seller has obtained all permits, authorizationssuch Environmental Approvals are in full force and effect, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief each of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller Argonaut Entities has not received any notice, whether written or oral, notification from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating Governmental Entity pursuant to any environmental Environmental Laws that any material work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition at or involving the Property, or the of continued compliance or noncompliance with any Environmental Laws. There , or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to any material limitation or conditions, revoked, withdrawn or terminated; (vii) there are no underground changes in the status, terms or above ground tanks or storage vessels presently or formerly used for the storage conditions of any Hazardous Material present at Environmental Approvals held by Argonaut or the Property. True Argonaut Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and correct copies operations of Argonaut or the Argonaut Subsidiaries following the Effective Date; (viii) Argonaut has made available to Alamos all written environmental reportsmaterial audits, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance auditsstudies, plans, regulatory correspondence and similar information with respect to environmental, health, and safety matters, as well as providing to Alamos a map and any other relevant documents relating to historical operations or other assessmentsactions undertaken on properties prior to their ownership, reportslease or use by Argonaut or any of the Argonaut Subsidiaries, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same such information or documents are in the possession or control of Argonaut or the Argonaut Subsidiaries; and (ix) to the knowledge of Argonaut, each of the Seller. If Seller Argonaut Entities is found not subject to not any past or present fact, condition or circumstance (including any threatened Claim) that could reasonably be expected to result in compliance with this Section 7(s) in material Liability under any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:Environmental Laws.

Environmental. No notice has been served on Seller or the Principals from any entity, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief (a) Except as set forth in Section 3.12(a) of the SellerSeller Disclosure Schedule and except as would not have a Material Adverse Effect with respect to the Transamerica Assets with respect to occurrences prior to the Transamerica Closing Date, (i) Seller is in full material compliance with all applicable Environmental Laws (as defined belowof the date hereof and as of the Closing Date) relating with respect to the ownership Intermodal Assets, which compliance includes the possession by the Seller or its Subsidiaries of all material permits and other governmental authorizations required under applicable Environmental Laws to operate the Property Intermodal Assets and Seller’s operations oncompliance with the terms and conditions thereof, atand (ii) within the past three years (or, or relating with respect to the Property. Without limitation any particular Intermodal Asset, such shorter period of any of the foregoing, time as Seller has obtained all permitsowned or operated such Intermodal Asset), authorizations, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller has not received any written communication from a Governmental Authority or other Person that alleges that the Seller is not in such compliance or that Seller is a potentially liable party under Environmental Laws for cleanup. (b) Except as set forth in Section 3.12(b) of the Seller Disclosure Schedule, within the past three years (or, with respect to any particular Intermodal Asset, such shorter period of time as Seller has owned or operated such Intermodal Asset) no notice, whether written demand, request for information, citation, claim, action, proceeding, summons or oral, from complaint has been received by any person that of Seller or any of its Subsidiaries, and no penalty has been assessed or, to Seller's Knowledge, threatened against Seller or any of its Subsidiaries by any Governmental Authority with respect to any alleged failure by Seller or any of its Subsidiaries to have any Permit required under any Environmental Law in connection with the Property is ownership or operation of the subject Intermodal Assets. (c) Except as set forth in Section 3.12(c) of any investigation the Seller Disclosure Schedule, to Seller's Knowledge, there are no administrative or proceeding pertaining judicial judgments, orders or decrees that relate to violations of or potential liability under Environmental Law with respect to the presence of Intermodal Assets or the release Chicago and Atlanta real properties described in Section 3.12(e) of the Seller Disclosure Schedule. (d) Except as set forth in Section 3.12(d) of the Seller Disclosure Schedule and except as would not have a Material Adverse Effect with respect to the Transamerica Assets as of the Transamerica Closing Date, to Seller's Knowledge, Seller is not engaged in any activity in connection with the ownership or threatened release operation of the Intermodal Assets that would violate any Hazardous Environmental Law. (e) To the Knowledge of Seller and except as would not have a Material in violation Adverse Effect with respect to the Transamerica Assets as of applicable Environmental Lawsthe Transamerica Closing Date, any claim arising fromno facts, based on, circumstances or relating conditions exist with respect to any environmental condition at or involving the Property, Acquired Assets or the Chicago and Atlanta real properties described in Section 3.12(e) of the Seller Disclosure Schedule that could reasonably be expected to result in Seller and Designated Subsidiary not being in compliance with or noncompliance having to make capital expenditures to maintain compliance with any Environmental Laws. There are no underground Laws or above ground tanks Environmental Permits or storage vessels presently or formerly used incurring liability for the storage of any Hazardous Material present at the Property. True and correct cleanup. (f) Seller has provided Purchaser with copies of all written environmental reportsenvironmental, including but not limited to, Phase I environmental site health or safety assessments, Phase II or greater environmental investigation reports, compliance audits, studies, inspections, analyses, results of investigations or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related reports that have been performed in the past three years with respect to the Property Intermodal Assets or Seller’s operations onthe Chicago and Atlanta real properties described in Section 3.12(e) of the Seller Disclosure Schedule, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent and that the same are in the possession possession, custody or control of Seller. (g) Notwithstanding anything to the Seller. If Seller is found to not be contrary in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded representations and warranties set forth in this Section 3.12 are the sole and exclusive representations and warranties of the Seller in this Agreement relating to Buyer Environmental Laws and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:other environmental matters.

Environmental. No notice has been served on Seller Except as disclosed in the Disclosure Letter or to the Principals from extent that any entityviolations or other matters referred to in this subparagraph do not, governmental body and would not reasonably be expected to, expose Pengrowth to liability in excess of an amount of $1,000,000 for any individual violation or individual claiming any matter or $5,000,000 in the aggregate (and in the case of properties for which Pengrowth is not the operator, to Pengrowth’s knowledge): (i) to the best of its knowledge, Pengrowth is not in violation of any lawapplicable Environmental Laws; (ii) Pengrowth has operated its business at all times and has received, regulationhandled, ordinance used, stored, treated, shipped and disposed of all Hazardous Substances in compliance with Environmental Laws of the time; (iii) to the knowledge of Pengrowth and except as disclosed in the Disclosure Letter, there have been no spills, releases, deposits or codedischarges of Hazardous Substances, or requiring compliance with wastes into the earth, subsoil, underground waters, air or into any lawbody of water or any municipal or other sewer or drain water systems by Pengrowth, regulationor on or underneath any location which is currently owned or leased by Pengrowth, ordinance that have not been fully remediated; (iv) no orders, directions or code, demanding payment or contribution, for environmental damage or injury notices have been issued and remain outstanding pursuant to natural resources. To the knowledge, information and belief of the Seller, Seller is in full compliance with all applicable any Environmental Laws (as defined below) relating to the ownership business or assets of the Property and Seller’s operations onPengrowth which Pengrowth has notice; (v) Pengrowth has not received written notice of any orders or directives from any Governmental Authority related to Environmental Liabilities which require any work, atrepairs, construction or relating capital expenditures which have not been complied with in all material respects; (vi) Pengrowth has not failed to report to the Property. Without limitation proper Governmental Authority the occurrence of any event which is required to be so reported by any Environmental Law; (vii) Pengrowth holds all Environmental Approvals required in connection with the operation of its business and the foregoingownership and use of such assets, Seller has obtained all permits, authorizationsEnvironmental Approvals are in full force and effect, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller Pengrowth has not received any notice, whether written or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating notification pursuant to any environmental Environmental Laws that any work, repairs, constructions or capital expenditures are required to be made by it as a condition at or involving the Property, or the of continued compliance or noncompliance with any Environmental Laws. There Laws or Environmental Approvals, or that any Environmental Approval referred to above is about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; (viii) there are no underground pending or, to the knowledge of Pengrowth, threatened claims or above ground tanks or storage vessels presently Encumbrances (other than Permitted Encumbrances) resulting from Environmental Laws with respect to any of the properties of Pengrowth currently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reportsowned, including but not limited toleased, Phase I environmental site assessments, Phase II operated or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property otherwise used; and (ix) there have been made available to Buyer for copying and/or inspection to the extent that the same are no fatal or critical accidents which have occurred in the possession course of the Seller. If Seller is found operation of the business of Pengrowth in the past two years which might lead to not be in compliance with this Section 7(s) in charges under any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, Environmental Laws or applicable occupational health and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:safety legislation.

Environmental. No notice has been served on Seller or (a) Except as set forth in Schedule 3.14(a): (i) The Company and its properties and operations are in compliance in all material respects with Environmental Laws. (ii) The Company and its properties and operations are not subject to any pending or, to the Principals from any entity, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief Knowledge of the SellerCompany, Seller is in full compliance with all applicable Environmental Laws (as defined below) relating threatened proceedings or investigations by or before any Governmental Entity pursuant to the ownership of the Property and Seller’s operations on, at, or relating to the Property. Without limitation of any of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by any Hazardous Material . (as defined belowiii) in violation of such Environmental Laws, and Seller The Company has not received any written notice, whether written notification, demand, request for information, citation, summons, complaint or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining order pursuant to Environmental Laws relating to the presence of or Company and asserting that the release or threatened release of Company has failed to comply in any Hazardous Material in violation of material respect with any applicable Environmental Laws, Law. The Company has not received any claim arising from, based on, written notice that it is a potentially responsible party under CERCLA or relating any similar state or local law with respect to any environmental condition at on-site or involving off-site location. (iv) There has been no Release of Hazardous Materials by the Property, Company or former Subsidiary (while such Subsidiary was owned by the compliance Company) on any real property now or noncompliance with previously leased by the Company or any former Subsidiaries (while such Subsidiaries were owned by the Company) in respect of which a Governmental Entity has required or under Environmental Laws. There are no underground Law may require any material remedial action. (b) The Company has delivered to Purchaser or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of its representatives all written environmental reports, including but not limited to, Phase I environmental site assessmentsassessment reports and related documents in the Company’s possession relating to its current facilities or the real property currently leased by it except such reports or related documents that were prepared at Purchaser’s request. Except for such reports and related documents, Phase II there has been no environmental investigation, study or greater environmental investigation reportsother third party analyses or audit report prepared by, compliance auditsfor, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related provided to the Property or Seller’s operations onCompany in relation to its business. (c) Schedule 3.14(c) sets forth a true and complete list of all material Permits required under any Environmental Law (“Environmental Permits”) in connection with the ownership and operation of the business as of the Execution Date. The Company has obtained all material Environmental Permits required for operation of the business, at, or enabling the business to operate as of the Closing Date in the ordinary course of business consistent with past practices. (d) This Section 3.14 and the first sentence of Section 3.13 contain the sole and exclusive representations and warranties of the Company with respect to environmental matters relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in Company, including any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability matters arising under this Agreement. For purposes of this Agreement:Environmental Laws.

Environmental. No notice has been served (a) Except as set forth in Schedule 3.22, to the Stockholder’s Knowledge, the Assets and the Company are free of any Environmental Defects, except as would not reasonably be expected to have a Material Adverse Effect on Seller the Company or the Principals Assets. (b) With respect to the Assets, except as set forth in Schedule 3.22, the Company has not entered into, and is not subject to, any agreements, consents, orders, decrees, judgments or other directives of Governmental Entities in existence at this time based on any Environmental Laws. (c) Except as set forth in Schedule 3.22, to the Stockholder’s Knowledge, the Company has not received written notice from any entityPerson of, governmental body and no investigation or individual claiming written claim is pending regarding, any violation of Release, disposal, event, condition, circumstance, activity, practice or incident concerning the Company, the Assets, the Company’s current or prior operations or any lawland, regulationfacility, ordinance asset or code, property currently or requiring compliance with any law, regulation, ordinance formerly owned or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller is in full compliance with all applicable Environmental Laws (as defined below) relating to the ownership of the Property and Seller’s operations on, at, or relating to the Property. Without limitation of leased by any of the foregoing, Seller has obtained all permits, authorizations, Company and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by any Hazardous Material alleging either (as defined belowi) in a violation of such Environmental LawsLaw, and Seller including common law, or (ii) obligations, including remediation or other liabilities under Environmental Law, except, in the case of either clause (i) or (ii) hereof, as would not reasonably be expected to have a Material Adverse Effect on the Company or the Assets. (d) Except as set forth in Schedule 3.22, to the Stockholder’s Knowledge, there has not received any notice, whether written been no Release on or oral, from the Assets or on or from any person that Seller property currently or formerly owner, or operated by the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release Company of any Hazardous Materials in any substantial amount or concentration that is reasonably likely to have a Material Adverse Effect on the Company or the Assets. (e) Except as set forth in violation of applicable Environmental LawsSchedule 3.22, the Company or, to the Stockholder’s Knowledge, any claim arising fromoperator of the Assets, based onholds those licenses, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance auditspermits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related authorizations necessary under Environmental Laws to carry on operations connected with the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection Assets to the extent that of and as currently conducted, except where the same are in the possession failure to obtain such licenses, permits, or other authorizations could not reasonably be expect to have a Material Adverse Effect on any of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have Company or the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:Assets.

Environmental. No notice Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, since December 31, 2017 or as is otherwise unresolved: (a) no written notice, claim, demand, request for information, order, complaint or penalty has been served on Seller or received by any Company Party and there are no Legal Proceedings pending or, to the Principals from any entityKnowledge of the Company, governmental body or individual claiming any threatened, in each case which allege a violation of or liability under any lawEnvironmental Laws, regulationrelate to any Company Party and have not been settled or resolved, ordinance or code(b) each Company Party has all environmental permits, or requiring compliance with any lawlicenses and other approvals, regulationand has maintained all financial assurances, ordinance or code, demanding payment or contribution, necessary for environmental damage or injury its operations to natural resources. To the knowledge, information and belief of the Seller, Seller is in full compliance comply with all applicable Environmental Laws (as defined below) relating to and is, and during the ownership term of all applicable statutes of limitation, has been, in compliance with the Property and Seller’s operations on, at, or relating to the Property. Without limitation terms of any of the foregoing, Seller has obtained all such permits, authorizations, and licenses and caused other approvals and with all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller has not received any notice, whether written or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of other applicable Environmental Laws, (c) to the Knowledge of the Company, no Hazardous Material has been released at, on or under any claim property currently owned, operated or leased by any Company Party in a manner or circumstance or condition that would reasonably be expected to give rise to any cost, liability or obligation of any Company Party under any Environmental Laws, (d) to the Knowledge of the Company, no Hazardous Material has been generated, owned, treated, stored, handled or controlled by any Company Party or transported by any Company Party to or released by any Company Party at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of any Company Party under any Environmental Laws, (e) except for leases of the Leased Real Property, there are no written agreements in which any Company Party has expressly assumed or undertaken responsibility for any known or contingent liability or obligation of any other Person arising from, based on, under or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground , which in any such case has not been filed or above ground tanks posted by the Company as Company Information or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection the Backstop Parties prior to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 belowdate hereof, and if the same are not timely cured(f) no Company Party has entered into any consent decree, Buyer shall have the right settlement or other agreement with any Governmental Authority or is subject to rescind this Agreement any order issued by any Governmental Authority relating to any Environmental Laws or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:Hazardous Materials.

Environmental. No notice has been served (a) Except as set forth in Schedule 3.22, to the Sellers’ and the Shareholders’ Knowledge, the Assets and the Company are free of any Environmental Defects, except as would not reasonably be expected to have a Material Adverse Effect on Seller the Company or the Principals Assets. (b) With respect to the Assets, except as set forth in Schedule 3.22, the Company has not entered into, or is subject to, any agreements, consents, orders, decrees, judgments or other directives of Governmental Entities in existence at this time based on any Environmental Laws. (c) Except as set forth in Schedule 3.22, to the Sellers’ and the Shareholders’ Knowledge, the Company has not received written notice from any entityPerson of, governmental body and no investigation or individual claiming written claim is pending regarding, any Release, disposal, event, condition, circumstance, activity, practice or incident concerning the Company, the Assets, the Company’s current or prior operations or any land, facility, asset or property currently or formerly owned or leased by the Company and alleging either (i) a violation of any Environmental Law, including common law, regulationor (ii) obligations, ordinance including remediation or codeother liabilities under Environmental Law, except, in the case of either clause (i) or requiring compliance with any law(ii) hereof, regulationas would not reasonably be expected to have a Material Adverse Effect on the Company or the Assets. (d) Except as set out in Schedule 3.22, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To (i) the knowledge, information and belief operation of the SellerBusiness, Seller is the property and assets owned or used by the Corporation and the use, maintenance and operation thereof have been and are in full compliance with all applicable Environmental Laws (as defined below) relating to the ownership of the Property and Seller’s operations on, at, or relating to the Property. Without limitation of any of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To , (ii) the knowledge, information Company has complied with all reporting and belief of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such monitoring requirements under all Environmental Laws, and Seller (iii) the Company has, at all times, used, generated, treated, stored, transported, disposed of or otherwise handled its Hazardous Substances in compliance with all Environmental Laws and all licenses, permits or other authorizations granted to the Company under Environmental Laws. (e) Except as set forth in Schedule 3.22, to the Sellers’ and the Shareholders’ Knowledge, there has not received any notice, whether written been no Release on or oral, from the Assets or on or from any person that Seller property currently or formerly owned, leased, or operated by the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release Company of any Hazardous Materials in any substantial amount or concentration that is reasonably likely to have a Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating to any environmental condition at or involving Adverse Effect on the Property, Company or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for Assets. (f) Except as set forth in Schedule 3.22, the storage Company, or, to the Sellers’ and the Shareholders’ Knowledge, an operator of any Hazardous Material present at the Property. True and correct copies of all written environmental reportsAssets, including but not limited toholds those licenses, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance auditspermits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related authorizations necessary under Environmental Laws to carry on operations connected with the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection Assets to the extent that of and as currently conducted, except where the same are in the possession failure to obtain such licenses, permits, or other authorizations could not reasonably be expect to have a Material Adverse Effect on any of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have Company or the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:Assets.

Environmental. No notice has been served on Seller or the Principals from any entity, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief best of the SellerVendors' knowledge and belief: (a) the Corporation, Seller is the Business, and all the Corporation's operations have been and are in full compliance with all applicable environmental laws; (b) there are no licences, permits, approvals, consents, certificates, registrations and other authorizations required under environmental laws (the "Environmental Laws (as defined belowPermits") relating to for the ownership operation of the Property and Seller’s operations on, at, Business; (c) the Corporation has not used or relating to the Property. Without limitation of any of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications permitted to be made as required by used, except in compliance with all applicable Environmental Laws. To environmental laws, any facilities where it arranges for storage of inventory for Hastings Filters (Clarcor) or any property or facility which it ever owned or leased, to generate, manufacture, process, distribute, use, treat, store, dispose of, transport or handle any hazardous substance; - 14 - (d) the knowledge, information and belief of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller Corporation has not received any noticenotice of, whether written or oralbeen prosecuted for, from non-compliance with any person that Seller environmental laws, and neither the Vendors nor the Corporation has settled any allegation of non-compliance prior to prosecution; (e) there are no notices, orders or directions relating to environmental matters requiring, or notifying the Vendors or the Property Corporation that it is or may be responsible for, any containment, clean-up, remediation or corrective action or any work, repairs, construction or capital expenditures to be made under environmental laws with respect to the subject Business or any property of the Corporation; (f) the Corporation has not caused or permitted any release, emission, spill or discharge, in any manner whatsoever, of any investigation hazardous substance; (g) all hazardous substances and all other wastes and other materials and substances used in whole or proceeding pertaining in part by the Corporation or resulting from the Business have been disposed of, treated and stored by the Corporation in compliance with all environmental laws; (h) there are no environmental audits, evaluations, assessments, studies or tests relating to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating to any environmental condition at or involving the PropertyCorporation, or the compliance Business within the possession or noncompliance with any Environmental Laws. There control of the Vendors; and (i) there are no underground past or above ground tanks present actions, activities, circumstances, conditions, events or storage vessels presently or formerly used for incidents involving the storage Corporation that could form the basis of any Hazardous Material present at claim for violation of any environmental law against the Property. True and correct copies Corporation or against any person or entity whose liability for any such violation the Corporation has or may have retained or assumed either contractually or by operation of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:law.

Environmental. No notice has been served on Seller or the Principals from any entity, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller is in full compliance with all applicable Environmental Laws (as defined below) relating to the ownership of the Property and Seller’s operations on, at, or relating to the Property. Without limitation of any of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller has not received any notice, whether written or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection Except to the extent that violations or other matters referred to in this subparagraph do not have a Material Adverse Effect on ARC: (i) ARC and the same ARC Group are not in the possession violation of any applicable Environmental Laws; (ii) ARC and each member of the Seller. If Seller is found to not be ARC Group have operated its business at all times and have received, handled, used, stored, treated, shipped and disposed of all Hazardous Substances in compliance with this Section 7(sEnvironmental Laws; (iii) there have been no spills, releases, deposits or discharges of Hazardous Substances, or wastes into the earth, subsoil, underground waters, air or into any body of water or any municipal or other sewer or drain water systems by ARC or any member of the ARC Group, or on or underneath any location which is or was currently or formerly owned, leased or otherwise operated by ARC or any member of the ARC Group, that have not been fully remediated; (iv) no orders, directions or notices have been issued and remain outstanding pursuant to any Environmental Laws relating to the business or assets of ARC or any member of the ARC Group which ARC or any member of the ARC Group has notice; (v) neither ARC nor any member of the ARC Group has failed to report to the proper Governmental Authority the occurrence of any event which is required to be so reported by any Environmental Law; (vi) ARC and each member of the ARC Group hold all Environmental Approvals required in any wayconnection with the operation of its business and the ownership and use of such assets, Buyer shall have the right to request Seller to cure the same all Environmental Approvals are in like manner as provided in Section 9 belowfull force and effect, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer ARC and the parties shall ARC Group have not received any notification pursuant to any Environmental Laws that any work, repairs, constructions or capital expenditures are required to be discharged made by it as a condition of continued compliance with any Environmental Laws or Environmental Approvals, or that any Environmental Approval referred to above is about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; (vii) there are no pending or, to the knowledge of ARC, threatened claims, liens or encumbrances resulting from all further obligation Environmental Laws with respect to any of the properties of ARC or liability under this Agreement. For purposes any member of this Agreement:the ARC Group currently or formerly owned, leased, operated or otherwise used; and (viii) neither ARC nor any member of the ARC Group has assumed or retained by contract or operation of law any losses, expenses, claims, damages or liabilities of any third-party pursuant to applicable Environmental Laws.

Environmental. No notice has been served Except as described on Seller or Schedule 3.06: (i) the Principals from any entity, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller is Assets are in full compliance with all applicable Environmental Laws in all material respects; (as defined belowii) neither Sellers nor the Companies has received written notification within the six (6) year period preceding the date of this Agreement, from any Governmental Entity with respect to any current material violations of or liability under any Environmental Laws concerning the Assets; (iii) there are no claims, actions, suits or Legal Proceedings pending or, to the Knowledge of Sellers, threatened, at law or equity, relating to violation of or liability under any Environmental Law concerning the ownership Assets; (iv) there has been no material Release or, to the Knowledge of Sellers, threatened material Release, of any Hazardous Materials at, on, under or from the Assets or, to the Knowledge of Sellers, any real property formerly owned, leased or otherwise operated by the Companies; (v) to the Knowledge of Sellers, there are no facts or circumstances that could reasonably be expected to result in the imposition of material liability pursuant to Environmental Law upon Buyer with respect to the Assets; (vi) Sellers have provided to Buyer copies of all material reports and investigations within either Seller’s (or the Companies’) possession or control regarding the environmental condition of the Property Assets including those that are listed on Schedule 3.06(vi); (vii) Schedule 3.06(vii) contains a true, correct and Sellercomplete list of all material Environmental Permits pertaining to the Project; (viii) the Companies currently have all material Environmental Permits that are required for the activities described in clauses (i) and (ii) of the definition of “Buyer’s operations onIntended Use”, atall of which are in full force and effect; and (ix) (A) neither Company is in material violation of any terms or conditions of any such Environmental Permit, (B) no written notice of a pending violation of any material Environmental Permit has been received by Sellers or the Companies, and (C) no proceeding is pending or, to Sellers’ Knowledge, threatened to revoke, prevent the renewal of, or relating limit any such material Environmental Permit. The representations and warranties contained in this Section 3.06 are the exclusive representations and warranties by Sellers related to the Property. Without limitation of any of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Laws, Environmental Conditions and Seller has not received any notice, whether written or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:Permits.

Environmental. No notice Except as set forth in Section 3.2(u) of the Disclosure Schedule, or as would not cause, individually or in the aggregate, a Material Adverse Effect: (i) the Company is and has been served on Seller or the Principals from any entity, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller is at all times in full compliance with all applicable Environmental Laws (as defined below) and is in possession of, and in compliance with, all Permits relating to Environmental Laws necessary or legally required to carry on and conduct the ownership Business as presently conducted, and a complete list of such Permits is listed in Section 3.2(u) of the Disclosure Schedule, and all such Permits are in full force and effect and the Company has made timely application for renewals of all such Permits as required by applicable Law; (ii) no written notice, demand, or claim has been received by or served on the Company, nor to the Knowledge of the Company, on any current or previous owner, manager or tenant of the Owned Real Property and Seller’s operations or Leased Real Property, from any Person claiming or asserting any violation of or potential Liability or Liability under any Environmental Laws, or demanding payment, contribution, indemnification, remedial action, removal action or any other action or inaction with respect to any actual or alleged environmental damage or injury to persons, property or natural resources; (iii) the Company has not, nor to the Knowledge of the Company has any third party, spilled, discharged or Released Hazardous Materials on, at, about, under or relating from the Leased Real Property or Owned Real Property including any that has resulted or could result in any Liability under Environmental Laws; (iv) the Company has made available to the Property. Without limitation Buyer copies of any all environmental studies, reports, data and assessments or investigations, including “Phase I” and “Phase II” reports, related to the environmental condition or compliance status of the foregoingLeased Real Property and Owned Real Property, Seller has obtained all permitsor other properties for which the Company may have Liability, authorizationswhich have been conducted by or on behalf of the Company or that are otherwise in the Company’s possession or control (specifically excluding any environmental audits performed by the Seller), and licenses and caused a complete listing of all notifications to be such materials made as required by all applicable Environmental Laws. To the knowledge, information and belief available is set forth in Section 3.2(u)(iv) of the SellerDisclosure Schedule; (v) the Company has not discharged or disposed of, or arranged for the Property is not contaminated by disposal of, or Released any Hazardous Material Material, other than in conformity with Environmental Law, at any Owned Real Property or Leased Real Property, or, in connection with the Business, at any other facility, location, or other site; (as defined belowvi) in violation of such Environmental Laws, and Seller the Company has not received any noticewritten notice or written request for information, whether written notice of claim, demand or oral, from any person notification that Seller it is or the Property is the subject of may be potentially responsible with respect to any investigation or proceeding pertaining Remedial Action relating to Hazardous Materials, and to the presence Company’s Knowledge, the Company has not been designated a potentially responsible party for Remedial Action, in connection with any Owned Real Property or Leased Real Property, with respect to the Business, at any other facility, location, or other site; (vii) except for such use or storage of Hazardous Material as is incidental to the conduct of the Business, which use and storage is or has been in compliance with Environmental Laws in all respects, and which use and storage has not caused any condition in violation of Environmental Laws or that requires Remedial Action, no Owned Real Property or Leased Real Property has been used by the release Company for the storage, treatment, generation, processing, production or threatened release disposal of any Hazardous Material or as a landfill or other waste disposal site in violation of applicable any Environmental LawsLaw; (viii) underground storage tanks are not presently located on or under any Owned Real Property or Leased Real Property or, to the Company’s Knowledge, in connection with the Business at any other facility, location or other site; (ix) with the exception of any claim arising fromnot yet served upon or otherwise asserted against the Company by a Person not a party to this Agreement, based onthere are no pending or unresolved claims against the Company or the Business for investigatory costs, cleanup, removal, remedial or response costs, or relating to natural resource damages arising out of any environmental condition at Releases or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage threat of Release of any Hazardous Material present at any Owned Real Property or Leased Real Property or, with respect to the Property. True and correct copies of all written environmental reportsBusiness or at any other facility, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, location or other assessmentssite; (x) no polychlorinated biphenyls (“PCBs”) or asbestos-containing materials are located at or in any Owned Real Property or Leased Real Property, reportsor, inspections conducted for Seller by independent, unrelated third persons and related to the Property or SellerCompany’s operations onKnowledge, at, or relating with respect to the Property Business at any other facility, location or other site, in violation of Environmental Laws or which require Remedial Action; (xi) no assets of the Company have been made available come to Buyer be located at any site that is within a designated study area or that is listed or formally proposed for copying and/or inspection listing under CERCLA or, to the extent that the same are in the possession Knowledge of the Seller. If Seller is found Company, under the Comprehensive Environmental Response Corporation and Liability Information System (“CERCLIS”); and (xii) to not be in compliance with this Section 7(s) in any waythe Knowledge of the Company (which, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For for purposes of this Agreement:Section 3.2(u)(iii) only, shall include the actual knowledge of the individuals listed in the definition of “Knowledge of the Company” only, without any reasonable inquiry), and apart from any facts and circumstances covered solely by representations made in Section 3.2(u)(i)-(xi), there are no facts or circumstances relating to environmental matters concerning the Owned Real Property or the Leased Real Property or the Business that are reasonably likely to lead to the assertion by any third person of any environmental Liabilities in the future against the Company or the Buyer. Except as set forth in this Section 3.2(u), no representations or warranties are being made with respect to Hazardous Materials or Environmental Laws.

Environmental. No notice (i) The Corporation has conducted, and is conducting, its business in compliance in all material respects with Environmental Laws. (ii) None of the properties owned or leased by the Corporation has been served on Seller used to generate, manufacture, refine, treat, recycle, transport, store, handle, dispose, transfer, produce or process Hazardous Substances except in compliance in all material respects with all Environmental Laws. (iii) The Corporation has not caused or permitted the Principals release of any Hazardous Substances at, in, on, under or from any entity, governmental body property owned or individual claiming any violation of any law, regulation, ordinance or code, or requiring leased by it except in compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller is in full compliance all material respects with all applicable Environmental Laws Laws. (as defined belowiv) relating to the ownership of the Property and Seller’s operations onAll Hazardous Substances handled, atrecycled, disposed of, treated or relating to the Property. Without limitation stored on or off-site of any of the foregoingproperties owned or leased by the Corporation have been handled, Seller has obtained recycled, disposed of, treated and stored in material compliance with all permitsEnvironmental Laws and, authorizationsto the knowledge of the Corporation, and licenses and caused there are no Hazardous Substances at, in, on, under or migrating from any of the aforementioned properties except in material compliance with all notifications to be made as required by all applicable Environmental Laws. To . (v) The Corporation is in possession of all required environmental approvals (all of which are being complied with in all material respects) required to own, lease, operate, develop and exploit the knowledgeproperties (as and when acquired) and conduct its business as it is now being conducted. (vi) No environmental, information and belief reclamation or abandonment obligation or work orders or other liabilities presently exist with respect to any portion of the Sellerproperties owned or leased by the Corporation and, to the Property knowledge of the Corporation, there is not contaminated no basis for any such obligations or liabilities to arise in the future as a result of any activity on any of these properties owned or leased by any Hazardous Material the Corporation. (as defined belowvii) in violation of such Environmental Laws, and Seller The Corporation has not received from any Person or Governmental Authority any notice, whether written formal or oralinformal, from any person that Seller or the Property is the subject of any investigation proceeding, action or proceeding pertaining to the presence of other claim, liability or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim potential liability arising from, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with under any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related Law that is pending which would be likely to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) result in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement material action being taken by any Governmental Authority or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:any other Person.

Environmental. No notice has (a) Except as set forth in Schedule 2.15(a) or as is not and would not reasonably be expected to be material to the WM Business, the WM Assets, and the WM Companies, taken as a whole: (i) the WM Companies, the WM Business and the WM Assets have been served on Seller or the Principals from any entity, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller is operated in full compliance with all applicable Environmental Laws and with all WM Permits issued pursuant to Environmental Laws; (as defined belowii) to the extent relating to Environmental Laws, none of the XX Xxxxxxx or the WM Companies has received any notice of violation relating to the ownership operation of the Property WM Assets or the conduct of the WM Business that is not fully resolved, and Seller’s operations onthere are no non-compliance orders, atwarning letters, settlement agreements, Orders, Proceedings, investigations or relating actions pending or in existence that reasonably would result in a Loss; (iii) with respect to the Property. Without limitation of any WM Companies, the WM Business or the WM Assets, none of the foregoingXX Xxxxxxx or the WM Companies (A) has received any notice of an alleged or actual Environmental Liability, Seller has obtained all permits(B) is identified as or alleged to be, authorizations, and licenses and caused all notifications pursuant to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller a responsible or potentially responsible party for any Release of Hazardous Materials, or (C) has not received Released, treated, stored or disposed of Hazardous Materials at, to or under any noticereal property as would reasonably result in a Loss pursuant to Environmental Laws; and (iv) with respect to the WM Companies, whether written or oral, from any person that Seller the WM Business or the Property is WM Assets, (x) to the subject Knowledge of the XX Xxxxxxx, none of the XX Xxxxxxx or the WM Companies has incurred any liability under any Environmental Laws or (y) except in the WM Material Contracts or the WM Assumed Contracts, has assumed any Liability of any investigation other Person arising out of or proceeding pertaining pursuant to Environmental Laws. (b) The XX Xxxxxxx have provided or otherwise made available to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of Buyer all written environmental reports, including but not limited to, material Phase I environmental site assessmentsI, Phase II or greater and similar material environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to assessments concerning the Property or Seller’s operations on, at, or relating to WM Business and the Property have been made available to Buyer for copying and/or inspection to the extent WM Assets that the same are in the possession possession, custody or control of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:XX Xxxxxxx.

Environmental. No notice has been served on Seller or To the Principals from any entity, governmental body or individual claiming any knowledge of Profound: (a) Profound is not in material violation of any lawapplicable federal, regulationprovincial, ordinance municipal or codelocal Laws, regulations, orders, government decrees, ordinances or requiring regulatory approvals with respect to environmental, health or safety matters (collectively, Environmental Laws"); (b) Profound has operated its business at all times and has generated, received, handled, used, stored, treated, shipped, recycled and disposed of all contaminants in material compliance with Environmental Laws; (c) there have been no material spills, releases, deposits or discharges of hazardous or toxic substances, contaminants or wastes within Profound's ownership, possession or control, other than those which have been or are in the process of being rectified, on any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Sellerreal property owned or leased by Profound or on any other real property; (d) there have been no material releases, Seller is deposits or discharges, in full compliance with all applicable violation of Environmental Laws, of any hazardous or toxic substances, contaminants or wastes, within Profound's ownership, possession or control, into the earth, air or into any body of water or any municipal or other sewer or drain water systems by Profound; (e) no material orders, directions or notices have been threatened or have been issued and remain outstanding pursuant to any Environmental Laws (as defined below) relating to the ownership business or assets of Profound other than abandonment and reclamation orders, directions or notices issued in connection with the normal course of business; (f) no event, matter, occurrence or circumstance with respect to environmental matters exists which could reasonably be expected to interfere with Profound obtaining any required Regulatory Approvals in respect of its projects or that could have a Material Adverse Effect on Profound; and (g) Profound, as of the Property date hereof, holds all material licences, permits and Seller’s operations on, at, or relating to the Property. Without limitation of any of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as regulatory approvals required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller has not received any notice, whether written or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with under any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for Laws in connection with the storage operation of any Hazardous Material present at its business and the Property. True ownership and correct copies use of its assets and all written environmental reportssuch licences, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons permits and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same regulatory approvals are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, full force and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:effect.

Environmental. No notice has been served on Seller or Except as set forth in Section 3.21 of the Principals from any entityDisclosure Schedule, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury (i) to natural resources. To the Seller’s knowledge, information the Xxxxx and belief all operations conducted by or on behalf of Seller in connection with the Seller, Seller is Xxxxx are in full substantial compliance with all applicable Environmental Laws (as defined below) relating to the ownership of the Property and Seller’s operations on, at, orders or relating to the Property. Without limitation directives of any of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in violation of governmental authorities having jurisdiction under such Environmental Laws, including any Environmental Laws or orders or directives with respect to any cleanup or remediation of any release or threat of release of any industrial, hazardous or similar substances and no amounts are required to be paid prior to the Closing Date in order to comply with any such applicable Environmental Laws; (ii) Seller has not received any noticecitation, whether directive, letter or other written communication, or oralany written notice of any proceeding, claim or lawsuit, from any person that Seller arising out of the ownership or occupation of any of the Assets or the Property is conduct of operations thereon, and the subject Seller does not have knowledge of any investigation or proceeding pertaining basis therefor; and (iii) Seller has obtained and maintained in full force and effect all permits, licenses and approvals required by all Environmental Laws applicable to the presence of or Assets and the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True business operations conducted thereon and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with all such permits, licenses and approvals. Notwithstanding the foregoing, some production equipment may contain asbestos and/or Naturally Occurring Radioactive Material (“NORM”). In this Section 7(s) regard Buyer and Seller expressly understand that NORM may affix or attach itself to the inside of xxxxx, materials and equipment as scale or in any wayother forms, Buyer shall have that said xxxxx, material and equipment located on the right to request Seller to cure Lands or included in the same in like manner as provided in Section 9 belowAssets described herein may contain NORM, and if that NORM containing material may have been buried or otherwise disposed of on the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writingLands. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and Seller also expressly understand that special procedures may be required for the parties shall remediation, removal, transportation and disposal of NORM from the Assets and Lands where such material may be discharged from found and that Buyer assumes all further obligation liability for or liability under this Agreement. For purposes in connection with the assessment, containment, removal, remediation, transportation and disposal of this Agreement:any such NORM, in accordance with all past, present or future applicable laws, rules, regulations and other requirements of any governmental or judicial entities having jurisdiction and also with the terms and conditions of all applicable leases and other contracts.

Environmental. No notice has been served on Seller or (a) Borrowers covenant and warrant that the Principals from any entity, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information Facilities and belief Borrowers' operations and use of the Seller, Seller is in full compliance Facilities will at all times comply with and conform to all applicable Environmental Laws (as defined below) Governmental Requirements relating to the ownership of environment and to the Property and Seller’s operations ontransportation, atdistribution, storage, placement, handling, treatment, discharge, manufacture, generation, production, processing, or relating disposal (collectively "Treatment") or any emissions, discharges, leakage, venting, exposure, releases, or threatened releases (collectively "Release") of pollutants, contaminants, chemicals, waste, waste products, petroleum products, radio-active waste, poly-chlorinated biphenyls, asbestos, or any other industrial, toxic, flammable, corrosive, hazardous, or harmful substances (collectively "Waste") into the environment including, without limitation, ambient air, surface water, ground water, or land (collectively the "Environmental Laws"), except where such failure to the Property. Without limitation of comply would not have a material adverse effect on any of the foregoingFacilities or any Borrowers. (b) Borrowers further warrant that, Seller has except as disclosed in writing to Lender: (i) Borrowers are not aware and have not received notice of any past or present violations by any party, including prior operators or owners, of the Environmental Laws affecting the Facilities; (ii) Borrowers have obtained all permits, authorizationslicenses, and licenses and caused all notifications to be made as authorizations required by all applicable under the Environmental Laws. To Laws affecting the knowledge, information and belief Facilities; (iii) no liens arising under the Environmental Laws affect the Facilities or any of the Seller, Borrowers; (iv) Borrowers do not have any liability for the Property is not contaminated by any Hazardous Material (as defined below) Treatment or Release of Waste in violation of such the Environmental Laws, ; (v) Borrowers and Seller has the Facilities are not received any notice, whether written or oral, from any person that Seller or the Property is the subject of any existing, pending, or to Borrowers' knowledge threatened claim, action, or investigation or proceeding pertaining to for violations of the presence Environmental Laws; and (vi) all Waste generated in connection with the operations on the Facilities has been transported, treated, and disposed of or in accordance with the release or threatened release Environmental Laws. (c) Immediately upon receipt of any Hazardous Material in notice from any party of a violation of applicable Environmental Lawssubsection (a) or if any of the warranties in subsection (b) become false, Borrowers shall fully inform Lender of the violation and take all steps required by any claim arising from, based on, or relating Governmental Authority to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of clean up all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and contamination related to the Property Treatment or Seller’s operations onRelease of Waste affecting the Facilities. Without being liable for any discoveries, atLender has the right, but not the obligation, with prior notice to Borrowers to inspect and monitor Borrowers' compliance with the terms of this Section. (d) Notwithstanding any other limitation of liability in this Agreement or relating any other Loan Documents, Borrowers agree to indemnify Lender and its officers, directors, employees, agents, and attorneys against, and to reimburse Lender with respect to, all claims, actions, liabilities, damages, and losses, including claims for bodily injury, property damage, abatement, remediation, and strict liability claims (collectively "Claims"), and all costs and (e) Notwithstanding anything in this Agreement or any other Loan Documents to the Property have been made available contrary, the undertakings of Borrowers in this Section shall survive the expiration or termination of this Agreement regardless of the means of the expiration or termination; provided, that such indemnification shall not apply to Buyer for copying and/or inspection to occurrences caused by Lender or arising after foreclosure of the extent that the same are in the Facilities or other possession of the SellerFacilities by Lender. If Seller is found to not be Specifically, the indemnification in compliance with subsection (d) shall run from the actual knowledge of Lender of any Treatment or Release of Waste or other environmental condition covered by this Section 7(sSection. (f) in any wayAmerican Homestar, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 belowOak Creek, and if Lender have entered into a letter agreement of even date providing for an escrow deposit for the same are not timely cured, Buyer shall have cleanup of certain environmental issues related to the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:Facilities.

Environmental. No notice has been served on Seller To the knowledge of the Sellers or the Principals from any entityCompany, governmental body (i) the Company and its assets and business, and all real properties owned by the Company and/or at which the Company's assets or individual claiming any violation of any lawbusiness are or have been operated (the "Properties"), regulationare now and at all times have been, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller is in full compliance with all applicable Environmental Laws (as defined belowherein defined) relating to the ownership and Environmental Permits (as herein defined); (ii) except as set forth in Schedule 6.23 of the Property and Seller’s operations Disclosure Schedule, there is not now nor has there been any storage, handling, use, disposal or Release (as herein defined) of any Hazardous Materials (as herein defined) on, at, in or relating to the Property. Without limitation of under any of the foregoingProperties and there are no Hazardous Materials within any structure on any of the Properties requiring remediation, decommissioning, decontamination, abatement or removal pursuant to Environmental Laws; (iii) there are no above or below ground tanks or reservoirs used or installed for the purpose of storage or containment of Hazardous Materials at, on or under any of the Properties; (iv) copies of all notices, notices of violation, citations, inquiries, information requests or demands and complaints which the Company or the Seller has obtained all permits, authorizationsreceived respecting any alleged violation of or non-compliance with any Environmental Law or Environmental Permit are appended to Schedule 6.23 of the Disclosure Schedule, and licenses all such violations and caused all notifications non-compliance alleged in such documents have been corrected by the Company to be made as required by all the satisfaction of the applicable governmental agency; (v) there are no Claims pending or, to the knowledge of the Company or the Sellers, threatened against the Sellers, the Company or the Company's assets or business or any of the Properties under Environmental Laws. To ; (vi) the knowledge, information Company possesses all Environmental Permits which are required for the operation of its assets and belief business at the Properties as the same are currently being operated; (vii) all Environmental Permits issued to the Company are disclosed in Schedule 6.23 of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental LawsDisclosure Schedule, and Seller has not received any notice, whether written or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct delivered copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for such Environmental Permits to Buyer; (viii) Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:the

Environmental. No notice (a) The Corporation has been served on Seller or the Principals from any entity, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller is in full compliance in all material respects with all applicable federal, provincial, state, municipal laws, statutes, ordinances, by-laws and regulations and orders, directives and decisions rendered by any ministry, department or administrative or regulatory agency ("Environmental Laws (as defined belowLaws") relating to the ownership protection of the Property environment, occupational health and Seller’s operations onsafety or the manufacture, atprocessing, distribution, use, treatment, storage, disposal, discharge, transport or handling of any pollutants, contaminants, chemicals or industrial, toxic or hazardous wastes or substances ("Hazardous Substances"); (b) The Corporation has obtained all licenses, permits, approvals, consents, certificates, registrations and other authorizations under Environmental Laws (the "Environmental Permits") required for the operation of the TGF Business. Each Environmental Permit is valid, subsisting and in good standing and the Corporation is not in default or breach in any material respect of any Environmental Permit and no proceeding is pending, or threatened, to revoke or limit any Environmental Permit; (c) The Corporation has not used or permitted to be used, except in compliance with all Environmental Laws, the TGF Leased Property or facilities or any property or facility that it previously owned or leased, to generate, manufacture, process, distribute, use, treat, store, dispose of, transport or handle any Hazardous Substance; (d) The Corporation has never received any notice of, nor been prosecuted for an offence alleging, non-compliance with any Environmental Laws, and neither the Vendors nor the Corporation has settled any allegation of non-compliance short of prosecution. There are no orders or directions relating to environmental matters requiring any work, repairs, construction or capital expenditures with respect to the Property. Without limitation TGF Business or any property of the Corporation, nor has the Corporation received notice of any of the foregoingsame; (e) To the best of the Vendors' knowledge, Seller there are no pending or proposed changes to Environmental Laws that would render illegal or restrict the manufacture or sale any product manufactured or sold or service provided by the Corporation; (f) The Corporation has obtained not caused or permitted, nor does it have any knowledge of, the release, in any manner whatsoever, of any Hazardous Substance on or from any of its properties (including the TGF Leased Property) or assets or any property or facility that it previously owned or leased, or any such release on or from a facility owned or operated by third parties but with respect to which the Corporation is or may reasonably be alleged to have liability. All Hazardous Substances and all permitsother wastes and other materials and substances used in whole or in part by the Corporation or resulting from the TGF Business have been disposed of, authorizations, treated and licenses and caused stored in compliance with all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by any Hazardous Material ; (as defined belowg) in violation of such Environmental Laws, and Seller The Corporation has not received any noticenotice that it is potentially responsible for a federal, whether written provincial, municipal or oral, from any person that Seller local clean-up site or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with corrective action under any Environmental Laws. There are no underground The Corporation has not received any request for information in connection with any federal, provincial, municipal or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related local inquiries as to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:disposal sites.

Environmental. No notice has been served (a) Except to the extent that any violation or other matter referred to in this Section 2.20 does not have a Material Adverse Effect on Seller the business, financial condition, assets, properties, liabilities or operations of the Principals from any entity, governmental body Company or individual claiming any its subsidiaries (taken as a whole): (i) the Company and each of its subsidiaries is not in violation of any lawapplicable federal, regulationprovincial, ordinance state, municipal or codelocal laws, regulations, orders, government decrees or requiring compliance ordinances with respect to environmental, health or safety matters (collectively, “Environmental Laws”); (ii) the Company and each of its subsidiaries has operated its business at all times has received, handled, used, stored, treated, shipped and disposed of all contaminants without violation of Environmental Laws; (iii) there have been no spills, releases, deposits or discharges of hazardous or toxic substances, contaminants or wastes into the earth, air or into any lawbody of water or any municipal or other sewer or drain water systems by the Company or its subsidiaries, regulationif any, ordinance that have not been remedied; (iv) no orders, directions or code, demanding payment or contribution, for environmental damage or injury notices have been issued and remain outstanding pursuant to natural resources. To the knowledge, information and belief of the Seller, Seller is in full compliance with all applicable any Environmental Laws (as defined below) relating to the ownership business or assets of the Property Company or any subsidiary of which the Company has notice; (v) the Company and Seller’s operations on, at, or relating each of its subsidiaries has not failed to report to the Property. Without limitation proper federal, provincial, state, municipal or other political subdivision, government, department, commission, board, bureau, agency or instrumentality, domestic or foreign (“Government Authority”) the occurrence of any event which is required to be so reported by any Environmental Law; and (vi) the Company and each of its subsidiaries holds all licenses, permits and approvals required under any Environmental Laws in connection with the operation of its business and the ownership and use of such assets, all such licenses, permits and approvals are in full force and effect, and except for notifications and conditions of general application to assets of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required type owned by all applicable Environmental Laws. To the knowledge, information and belief of the SellerCompany, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller Company has not received any notice, whether written or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating notification pursuant to any environmental Environmental Laws that any work, repairs, constructions or capital expenditures are required to be made by it as a condition at or involving the Property, or the of continued compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessmentsany license, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property permit or Seller’s operations on, atapproval issued pursuant thereto, or relating that any license, permit or approval referred to above is about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated. (b) In the Property have been made available to Buyer for copying and/or inspection to ordinary course of its business, the extent that Company has periodically reviewed the same are effect of Environmental Laws on its business, operations and properties in the possession course of which it identifies and evaluates associated costs and liabilities (including, without limitation, any capital or operating expenditures required for cleanup, closure of properties, abandonment of xxxxx or compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties); the Company also has conducted pre-acquisition investigations of new properties to identify potential violations of Environmental Laws, trains management personal in the recognition of and proper response to incidents of noncompliance with Environmental Laws and establishes procedures for communicating such incidents to its senior management. On the basis of such review, the Company has concluded that any associated costs and liabilities would not, singly or in the aggregate, have a Material Adverse Effect on the condition (financially or otherwise), prospects, earnings, business or properties of the Seller. If Seller is found to Company, whether or not be arising from transactions in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes ordinary course of this Agreement:business.

Environmental. No notice has been served on Seller or the Principals from any entity, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief In respect of the Sellerproperties which a member of the Madison Group operates and, Seller to the knowledge of Madison, in respect of (A) current properties for which a member of the Madison Group is in full compliance with all applicable Environmental Laws not the operator, (as defined belowB) former properties which a member of the Madison Group has operated to the extent the Madison Group may be liable for obligations relating to the ownership such former properties, and (C) former properties for which a member of the Property and Seller’s operations on, at, or Madison Group was not the operator to the extent the Madison Group may be liable for obligations relating to the Property. Without limitation of any of the foregoingsuch former properties, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller has not received any notice, whether written or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection except to the extent that the same are any violation or other matter referred to in the possession this Section 4.2(z) does not, and would not reasonably be expected to, have a Material Adverse Effect on Madison:‌ (i) no member of the Seller. If Seller Madison Group is found to not be or has been in violation of any applicable Environmental Laws; (ii) each member of the Madison Group has operated its business at all times and has received, handled, used, stored, treated, shipped and disposed of all Hazardous Substances in compliance with this Section 7(sEnvironmental Laws; (iii) there have been no spills, releases, deposits or discharges of Hazardous Substances, or wastes into the earth, subsoil, underground waters, air or into any body of water or any municipal or other sewer or drain water systems, or on or underneath any location which is or was currently or formerly owned, leased, sub-leased, licenced to, farmed-out to or otherwise operated by a member of the Madison Group, that have not been remediated in accordance with all Applicable Laws; (iv) no orders, directions or notices have been issued and remain outstanding pursuant to any wayEnvironmental Laws relating to the business or assets of a member of the Madison Group of which such member has notice; (v) there has been no failure to report to the proper Governmental Authority the occurrence of any event which is required to be so reported by any Environmental Law; (vi) each member of the Madison Group holds all Environmental Approvals required in connection with the operation of its business and the ownership and use of such assets, Buyer shall have the right to request Seller to cure the same all Environmental Approvals are in like manner as provided in Section 9 belowfull force and effect, and if no member of the same Madison Group has received any notification pursuant to any Environmental Laws that any work, repairs, constructions or capital expenditures are not timely curedrequired to be made by it as a condition of continued compliance with any Environmental Laws or Environmental Approvals, Buyer shall have or that any Environmental Approval referred to above is about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; (vii) there are no pending or, to the right knowledge of Madison, threatened claims, liens or Encumbrances (other than Permitted Encumbrances) resulting from Environmental Laws with respect to rescind this Agreement any of the properties of a member of the Madison Group currently or waive such defectformerly owned, which defects may only be waived in writing. In leased, operated or otherwise used; and (viii) no member of the event Buyer elects Madison Group has assumed or retained by contract or operation of law any losses, expenses, claims, damages or liabilities of any third-party pursuant to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:applicable Environmental Laws.

Environmental. No notice Except as has been served on Seller or disclosed to APF in writing prior to the Principals from date hereof, to the best knowledge and belief of CanScot: (a) Neither CanScot nor any entity, governmental body or individual claiming any its subsidiaries is in material violation of any lawEnvironmental Laws; (b) CanScot and its subsidiaries have operated their respective businesses at all times and have received, regulationhandled, ordinance used, stored, treated, shipped and disposed of all contaminants without material violation of Environmental Laws; (c) there have been no material spills, releases, deposits or codedischarges of hazardous or toxic substances, contaminants or requiring compliance with wastes which have not been rectified or are in the process of being rectified on any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Sellerreal property owned or leased by CanScot and its subsidiaries during the period of its ownership or tenure or under their control during the period in which they have had control; (d) there have been no releases, Seller is deposits or discharges, in full compliance with all applicable material violation of Environmental Laws, of any hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water or any municipal or other sewer or drain water systems by CanScot or any of its subsidiaries; (e) no material orders, directions or notices have been issued and remain outstanding pursuant to any Environmental Laws (as defined below) relating to the ownership business or assets of the Property and Seller’s operations on, at, CanScot or relating to the Property. Without limitation of any of the foregoingits subsidiaries other than abandonment and similar notices issued in connection with CanScot's and its subsidiaries' normal course of business; and (f) CanScot and each of its subsidiaries hold all material licences, Seller has obtained all permits, authorizations, permits and licenses and caused all notifications to be made as approvals required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller has not received any notice, whether written or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with under any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for Laws in connection with the storage operation of any Hazardous Material present at their respective business and the Property. True ownership and correct copies use of their respective assets, all written environmental reportssuch licences, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons permits and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same approvals are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, full force and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:effect.

Environmental. No notice has been served (a) Except as set forth on Seller or Schedule 5.16(a), the Principals from any entityCompany and its Subsidiary comply, governmental body or individual claiming any violation of any lawand the Company, regulationits Subsidiary and their respective predecessors at all times during their existence have complied, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller is in full compliance with all applicable Environmental Laws (as defined below). (b) relating There is not now pending or, to the ownership knowledge of the Property and Seller’s operations onCompany or its Subsidiary, atthreatened, any action, claim, proceeding or investigation, nor has the Company, its Subsidiary, or relating to any of their respective predecessors received any notice, claim, demand letter or request for information at any time, alleging that the Property. Without limitation Company, its Subsidiary, or any of their respective predecessors may be or is in violation of, or liable under, any Environmental Law, nor does there exist any basis for any such action, claim, proceeding or investigation. (c) Except as disclosed on Schedule 5.16(c), there are no Hazardous Substances (as defined below) located on any of the foregoingproperties currently or formerly owned or operated by the Company, Seller has obtained all permitsits Subsidiary or any of their respective predecessors (including soil, authorizationsgroundwater and surface features and buildings and structures thereon) (the “Properties”), and licenses none of the Properties contains, or has contained, any underground improvements, including, but not limited to, treatment or storage tanks, sumps, water, gas or oil xxxxx, or associated piping. (d) The Company and caused all notifications to be made its Subsidiary does not have any contingent liability in connection with a Release (as required by all applicable Environmental Laws. defined below) or threatened Release of any Hazardous Substance at any location. (e) To the knowledge, information and belief knowledge of the SellerCompany and its Subsidiary, the Property is not contaminated by any Hazardous Material there are no present or past Environmental Conditions (as defined below) in violation of such Environmental Laws, and Seller has not received any notice, whether written or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and way related to the Company, its Subsidiary, or any of their respective predecessors that have, or may have, individually or in the aggregate, a material adverse effect with respect to any Property or Seller’s operations onthe business or condition of the Company or its Subsidiary, attaken as a whole. (f) As used herein, “Environmental Law” means any federal, state, local or foreign law, regulation, order, decree, judgment, opinion, common law or binding equitable principle or agency requirement relating to pollution, contamination, wastes, hazardous material or the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession protection of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any wayenvironment, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement human health or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:safety.

Environmental. No notice (i) Except as set forth on Schedule 5(u), the real property owned, leased or operated by a Seller Party currently or in the past (all of which is listed in Schedule 5(n)), including without limitation the improvements thereon and the soil and groundwater thereunder: (i) does not contain and is not contaminated by any Hazardous Substance; (ii) does not contain and has not previously contained underground storage tanks; (iii) has never been served on Seller used for the generation, treatment, storage or disposal of any Hazardous Substance, or for mining, land filling, dumping, gasoline station, dry cleaning or commercial petroleum product storage purposes; (iv) has never been the Principals from subject of any entity, governmental body activities representing a violation or individual claiming any alleged violation of any lawEnvironmental Law or any report to or action by a Governmental Authority pursuant to any Environmental Law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller is in full compliance with all applicable Environmental Laws Laws; (as defined belowv) relating does not otherwise contain a condition that is or may be a threat to the ownership safety or health of the Property and Seller’s operations public or environment; (vi) has not had any release of any Hazardous Substance from, on, atin or upon it and does not face any risk of contamination by any Hazardous Substance from any other property; and (vii) has never been the subject of an environmental audit or assessment, or relating remedial action for an environmental problem. With respect to any real property owned, leased or operated by a Seller Party in the Property. Without limitation of any past, but not currently owned, leased or operated by a Seller Party, the representations set forth above in this Section 5(u) shall be deemed to apply as of the foregoinglast date that such Seller Party owned, leased, or operated the property in question. (ii) The Seller has obtained all permits, authorizations, and licenses and caused all notifications Parties: (i) have never sent a Hazardous Substance to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property a site that is not contaminated by any Hazardous Material Substance or that, pursuant to any Environmental Law, (A) has been placed on the "National Priorities List," the "CERCLIS" list, or any other similar state or federal list, or (B) is subject to or the source of a claim, an administrative order or other request to take "removal," "remedial," "corrective" or any other "response" action, as defined belowin any Environmental Law, or to pay for the costs of any such action at the site; (ii) are in violation compliance with all Environmental Laws in all of such Environmental Laws, its activities and Seller has operations; (iii) are not involved in any suit or proceeding and have not received any notice, whether written notice or oral, request for information from any person that Seller Governmental Authority or the Property is the subject of any investigation or proceeding pertaining other third party with respect to the presence of or the a release or threatened release of any Hazardous Material in Substance or a violation or alleged violation of applicable any Environmental Law, and have not received notice of any claims from any person or entity relating to property damage or to personal injuries from exposure to any Hazardous Substance; and (iv) have timely filed every report required to be filed, acquired all necessary licenses, certificates, approvals and permits (all of which are listed on Schedule 5(u), and none of which shall be lost or materially modified as a result of this transaction), and generated and maintained all required data, documentation and records under all Environmental Laws, any claim arising from, based on, . (iii) No material expense or relating change in the business of a Seller Party will be required to any environmental condition at or involving the Property, or the compliance or noncompliance comply with any prospective requirement adopted or promulgated prior to the date hereof under any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for Law and to be applicable to the storage business of any Hazardous Material present at a Seller Party in the Property. True and correct copies of future. (iv) Schedule 5(u) identifies all written environmental reports, including but not limited to, Phase I environmental site audits or assessments, Phase II or greater environmental investigation reportsoccupational health studies, compliance auditsthat relate to properties or facilities now or formerly leased, owned or operated by any of the Seller Parties undertaken by governmental agencies or other parties, or other assessments, reports, inspections conducted for by a Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, atParty, or relating by any of its lenders, agents, independent contractors or representatives. Seller has heretofore delivered to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession Purchaser true and complete copies of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any wayeach such document and each environmental license, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement certificate or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:permit.

Environmental. No notice To the knowledge of the Target: (a) the Target is in compliance in all material respects with Environmental Laws; (b) the Target has been served on Seller or the Principals from any entityoperated its business at all times and has received, governmental body or individual claiming any handled, used, stored, treated, shipped and disposed of all contaminants without violation of Environmental Laws; (c) there have been no spills, releases, deposits or discharges of hazardous or toxic substances, contaminants or wastes which have not been rectified or are in the process of being rectified on any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Sellerreal property owned or leased by the Target or under its control; (d) there have been no releases, Seller is deposits or discharges, in full compliance with all applicable violation of Environmental Laws, of any hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water or any municipal or other sewer or drain water systems by the Target; (e) no orders, directions or notices have been issued and remain outstanding pursuant to any Environmental Laws (as defined below) relating to the ownership business or assets of the Property and Seller’s operations onTarget; (f) the Target has not failed to report to the proper Governmental Body the occurrence of any event which is required to be so reported by any Environmental Laws; (g) there is no Claim pending or in progress or, at, threatened against or relating to the Property. Without Target which may affect the Target or any properties or assets of the Target relating to or alleging any violation of Environmental Laws; and (h) the Target holds all licences, permits and approvals required under any Environmental Laws in connection with the operation of the Target Business as presently conducted and the ownership and use of the Target Assets, other than those which the failure to hold would not reasonably be expected to have a Material Adverse Effect on the Target, all such licenses, permits and approvals of the Target are in full force and effect, and except for (A) notifications and conditions of general application to assets of the type owned by the Target, and (B) notification relating to reclamation obligations under Environmental Laws, the Target has not, to its knowledge, received any notification pursuant to any Environmental Laws that any work, repairs, construction or capital expenditures are required to be made by it as a condition of continued compliance with Environmental Laws, or that any licence, permit or approval referred to above is about to be reviewed, made subject to limitation of or conditions, revoked, withdrawn or terminated, and the Target nor any of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller has not received any notice, whether written or oral, from any person that Seller or the Property is Target Assets are the subject of any investigation investigation, evaluation, audit or proceeding pertaining review not in the ordinary and regular course of business by any Governmental Body to the presence of or the release or threatened release of determine whether any Hazardous Material in violation of applicable Environmental LawsLaws has occurred or is occurring, any claim arising from, based on, or relating and the Target is not subject to any known environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:liabilities.

Environmental. No notice has been served on Seller or (a) Except as would not reasonably be expected to have a Material Adverse Effect, (i) the Principals from any entity, governmental body or individual claiming any violation operations and properties of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller is Borrower comply in full compliance all respects with all applicable Environmental Laws and Environmental Permits, (ii) all past non-compliance with such Environmental Laws and Environmental Permits has been resolved without ongoing obligations or costs, and (iii) no circumstances exist that would be reasonably likely to (x) form the basis of an Environmental Action against Borrower or its properties or (y) cause any such property to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law. (b) In each case except as defined belowwould not reasonably be expected to have a Material Adverse Effect: (i) none of the properties currently or formerly owned or operated by Borrower is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (ii) there are no and never have been any underground or aboveground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by Borrower, to the best of its knowledge, on any property formerly owned or operated by Borrower; there is no asbestos or asbestos-containing material on any property currently owned or operated by Borrower; and (iii) Hazardous Materials have not been released, discharged or disposed of on any property currently or formerly owned or operated by Borrower. (c) In each case except as would not reasonably be expected to have a Material Adverse Effect: (i) Borrower is not undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the ownership order of any governmental or regulatory authority or the Property requirements of any Environmental Law; and Seller’s operations on(ii) all Hazardous Materials generated, used, treated, handled or stored at, or relating transported to the Property. Without limitation of any of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller has not received any notice, whether written or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Lawsfrom, any claim arising from, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently property currently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II owned or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller operated by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property Borrower have been made available disposed of in a manner not reasonably expected to Buyer for copying and/or inspection result in liability to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:Borrower.

Environmental. No Except as set forth in Section 6.01(r) of the Disclosure Schedule: (i) Neither the Company nor any of its subsidiaries has received written notice has been served on Seller or the Principals from any entity, governmental body or individual claiming any violation of any law, regulation, ordinance or codeof, or requiring to the knowledge of the Company is subject to, any pending or threatened action, cause of action, claim or investigation alleging liability under or non-compliance with any lawapplicable federal, regulationstate or local laws or regulations relating to pollution or the protection of human health or the environment ("Environmental Laws"), ordinance except for such actions, causes of action, claims or codeinvestigations which, demanding payment individually or contributionin the aggregate, for environmental damage or injury are not reasonably likely to natural resources. have a Material Adverse Effect. (ii) To the knowledge, information and belief knowledge of the SellerCompany, Seller is in full compliance with all applicable Environmental Laws there has been no spill, discharge, leak, emission, injection, disposal, escape, dumping or release of any kind (as defined belowcollectively, "Release") relating to the ownership of the Property and Seller’s operations on, atbeneath, above or relating to the Property. Without limitation of into any of the foregoingreal property currently owned, Seller leased or operated by the Company or any of its subsidiaries (collectively, the "Current Property"), or any of the real property formerly owned, leased or operated by the Company or any of its subsidiaries (collectively, the "Former Property"), of any pollutants, contaminants, hazardous substances, hazardous chemicals, toxic substances, hazardous wastes, infectious wastes, radioactive materials, materials, petroleum (including without limitation crude oil or any fraction thereof) or solid wastes, including without limitation those defined in any Environmental Law ("Hazardous Materials"), except for any Releases which have been investigated and cleaned up and which, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect. (iii) Neither of the Company nor any of its subsidiaries has obtained all permitsbeen identified as a potentially responsible party at a site listed in the National Priorities List. (iv) To the knowledge of the Company, authorizationsno Current Property is or ever has been used by the Company, and licenses and caused all notifications to be made as required no Former Property was used by all applicable Environmental Laws. To the knowledgeCompany during the Company's or any of its subsidiaries' period of ownership or operation thereof, information and belief of the Seller, the Property is not contaminated or by any Hazardous Material (as defined below) in violation of such Environmental Lawsother person or entity under the Company's control for the storage, and Seller has not received any noticedisposal, whether written generation, manufacture, refinement, transportation, production or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release treatment of any Hazardous Material Materials in violation such a manner as to require a permit under the Resource Conservation and Recovery Act, 42 U.S.C. ss. 6901, et seq. (v) To the knowledge of applicable Environmental Lawsthe Company, any claim arising fromthere are no underground storage tanks, based on, injection xxxxx or relating to any environmental condition at or involving landfills located on the Current Property, and there are no asbestos-containing materials or polychlorinated biphenyls (PCBs) located on the compliance Current Property in such form, quantities or noncompliance with condition which create any material unpaid liability or obligation of the Company or any of its subsidiaries under any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:.

Environmental. No notice Except as disclosed on Schedule 2.1.23., (a) The Company complies, and the Company at all times has been served on Seller or the Principals from any entitycomplied, governmental body or individual claiming any violation of any lawin all material respects, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller is in full compliance with all applicable Environmental Laws Environmental, Health or Safety Requirements of Law (as defined below) relating applicable to the ownership business thereof or the Properties (as defined below), including, without limitation, the use, maintenance and operation of the Property Properties, and Seller’s operations onall activities and conduct of business related thereto, atincluding, or relating to without limitation, the Property. Without limitation treatment, remediation, removal, transport, storage and/or disposal of any of the foregoing, Seller Contaminant (as defined below); (b) The Company has obtained all permitsor has taken appropriate steps, authorizations, and licenses and caused all notifications to be made as required by Environmental, Health or Safety Requirements of Law, to obtain all applicable Environmental Lawsenvironmental, health and safety permits, consents, licenses and other authorizations (collectively, "EHS Permits") necessary for the operation of its business and the ownership and operation of the Properties, all such EHS Permits are in good standing, and the Company is currently in compliance in all material respects with all terms and conditions of such EHS Permits. No material change in the facts or circumstances reported or assumed in the applications for or the granting of such EHS Permits exists. To the best of the Company's knowledge, information and belief there are not any proceedings threatened which would jeopardize the validity of any such EHS Permits; (c) The Company is not subject to any judicial or administrative proceeding, notice, order, judgment, decree or settlement, or to the best of the SellerCompany's knowledge, any investigation, alleging or addressing in connection with its business or the Property is not contaminated by Properties (i) any Hazardous Material violation of any Environmental, Health or Safety Requirements of Law, or (ii) any Remedial Action (as defined below), or (iii) any claims or liabilities and costs arising from the Release (as defined below) in violation or threatened Release of such any Contaminant; (d) No Environmental LawsLien (as defined below) has attached to any of the Properties owned by the Company or, and Seller to the best of the Company's or XXXX'x knowledge, any Properties leased by the Company; (e) The Company has not received and is otherwise not aware of any notice, claim or other communication concerning (i) any alleged violation of any Environmental, Health or Safety Requirements of Law at the Properties, whether written or oralnot corrected to the satisfaction of the appropriate authority, from (ii) alleged liability of the Company for Environmental Damages (as defined below) arising out of or related to its business or any person that Seller of the Properties, or (iii) any alleged liability of the Company arising out of or related to its business or the Property Properties for the Release or threatened Release of a Contaminant at any location, and, there exists no writ, injunction, decree, order or judgment outstanding, nor any lawsuit, claim, proceeding, citation, directive, or summons relating to the condition, ownership, use, maintenance or operation of any of the Properties, or the suspected presence of Contaminants thereon or therefrom, nor is the subject Company aware of any basis for such lawsuit, claim, proceeding, citation, directive, summons or investigation being instituted or proceeding pertaining to filed; (f) To the presence best of or the release or Company's knowledge, there has been no Release of any Contaminants in reportable quantities, nor is there any threatened release of any Hazardous Material in violation Contaminants, at, to or from any of applicable the Properties; (g) To the best of the Company's knowledge, none of the Properties is listed or proposed for listing on the National Priorities List ("NPL") pursuant to the Comprehensive Environmental LawsResponse, any claim arising fromCompensation, based onand Liability Act, as amended ("CERCLA"), or relating listed on the Comprehensive Environmental Response Compensation Liability Information System List ("CERCLIS") or any similar state list of sites, and the Company is unaware of any conditions at any of such Properties which, if known to a Governmental Authority (as defined below), would qualify such Properties for inclusion on any such list; (h) The Company has not disposed (as such term is defined in the Federal Resource Conservation and Recovery Act ("RCRA")) of greater than de minimis quantities of any hazardous waste (as such term is defined in RCRA) at any of the Properties; (i) The Company has not transported or arranged for the transport of any Contaminant to any environmental condition site, other than amounts and type of Contaminants not subject to regulation under Environmental, Health and Safety Requirements of Law; (j) To the best of its knowledge, the Company has not transported or arranged for the transport of any Contaminant to any facility or site for the purpose of treatment or disposal which (i) is included on the NPL or CERCLIS, (ii) is or was, at the time of disposal, subject to a Remedial Action requirement (other than routine, anticipated, closure-related corrective action obligations affecting closed solid waste management units at such facility) issued under RCRA or involving the Propertyany state or local solid or hazardous waste regulatory law, or (iii) at the compliance time of the disposal had received a notice of violation with respect to alleged violations of any Environmental, Health and Safety Requirements of Law; (k) There is not constructed, placed, deposited, stored, disposed nor located on any of the Properties any asbestos in any form which has become or noncompliance with any Environmental Laws. There are threatens to become friable; (l) To the best of the Company's knowledge, no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reportsimprovements, including but not limited toto treatment or storage tanks, Phase I environmental site assessmentssumps, Phase II or greater environmental investigation reportswater, compliance auditsgas or oil xxxxx, or associated piping, but excluding utility-owned underground improvements, are or have ever been located on any of the Properties; (m) There is not constructed, placed, deposited, released, stored, disposed, leaching nor located on any of the Properties any polychlorinated biphenyls ("PCBs") or transformers, capacitors, ballasts, or other assessmentsequipment which contain dielectric fluid containing PCBs; and (n) To the best of its knowledge, reportsthe Company has no liability, inspections conducted has not received and is otherwise unaware of any notice, claim or other communication alleging liability on the part of the Company, for Seller the material violation of any Environmental, Health or Safety Requirements of Law, for Environmental Damages, or for the Release or threatened Release of any Contaminant in connection with any businesses or properties previously owned or operated by independentthe Company. (o) XXXX has delivered to Purchaser a true and complete copy of the environmental report prepared by ERM-Southeast, unrelated third persons and related Inc., with respect to the Property or Seller’s operations onCompany's St. Xxxx, at, or relating Virginia facility. All matters disclosed therein are incorporated into Schedule 2.1.23. (p) Purchaser has had prepared its own environmental report with respect to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any wayCompany's St. Xxxx, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 belowVirginia facility, and if the same delivered a true and complete copy to XXXX. All matters disclosed therein are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:incorporated into Schedule 2.1.23

Environmental. No notice Except as set forth in Schedule 4.1(p), (i) each of the Company and its Subsidiaries is and has been served on Seller or the Principals from any entity, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller is in full compliance with all applicable Environmental Laws (as defined below) relating to the ownership environment, human health and safety, pollutants, contaminants, wastes or chemicals or any toxic, radioactive, ignitable, corrosive, reactive or otherwise hazardous substances, wastes or materials (collectively, “Environmental Laws”) and have obtained and are in compliance with all Permits required for the operation of the Property Company or its Facilities and Seller’s operations on, at, or relating to Environmental Laws; (ii) none of the Property. Without limitation of Company or any of the foregoing, Seller its Subsidiaries has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief received notice of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller has not received any notice, whether written or oral, from any person that Seller or the Property is the subject of any investigation actions, causes of action, claims, investigations, demands, proceedings, complaints or proceeding pertaining to the presence of notices by any person alleging liability under or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, non-compliance with or relating to any environmental condition at Environmental Law; (iii) no Hazardous Substance has been disposed of, released or involving discharged by the PropertyCompany or its Subsidiaries at, on, under or within the compliance currently owned, leased or noncompliance with operated real property of the Company or its Subsidiaries; (iv) no polychlorinated biphenyls, radioactive material, lead, asbestos-containing material, incinerator, sump, surface impoundment, lagoon, landfill, septic, wastewater treatment or other disposal system or underground storage tank (active or inactive) is present at, on or under any Environmental Laws. There are property owned, leased or operated by the Company or any Subsidiary which were under the control of or in existence as a result of actions by the Company or any Subsidiary; (v) no underground property owned, leased or above ground tanks operated by the Company or storage vessels presently any Subsidiary nor any property to which the Company or formerly used any Subsidiary has, directly or indirectly, transported or arranged for the storage transportation of any Hazardous Material present at Substances is listed or, to Seller’s Knowledge, proposed for listing, on the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance auditsNational Priorities List promulgated pursuant to CERCLA, or CERCLIS (as defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, and any rules or regulations promulgated thereunder) or on any similar federal, state or foreign list of sites requiring investigation or clean up; (vi) neither the Company nor any Subsidiary owns, leases or operates or has owned, leased or operated any property in New Jersey or Connecticut; (vii) there are no Environmental Liabilities; and (viii) there has been no environmental investigation, study, audit, test, review or other assessments, reports, inspections analysis conducted for of which Seller by independent, unrelated third persons and related has knowledge in relation to the Property current or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession prior business of the Seller. If Seller is found Company or any Subsidiary or any property or facility now or previously owned, leased or operated by the Company or any Subsidiary which has not been delivered to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:Parent.

Environmental. No (a) Except for any matters that, individually or in the aggregate, would not have, or would not reasonably be expected to have a Company Material Adverse Effect, neither the Company nor any of its Material Subsidiaries is subject to: (i) any Environmental Law which requires or may require any material work, repairs, construction, change in business practices and operations, or expenditures; or (ii) any written demand or written notice has been served on Seller with respect to a breach of or liability under any Environmental Laws applicable to the Principals from Company or any entityof its Material Subsidiaries, governmental body including, without limitation, any regulations respecting the use, storage, treatment, transportation, or individual claiming any violation disposition of any lawpollutants, regulationcontaminant, ordinance waste of any nature, hazardous material, toxic substance, dangerous substance or codedangerous good as defined in any applicable Environmental Laws. (b) To the knowledge of the Company, there is not now on or in any property presently owned, leased or operated by the Company or any of its Material Subsidiaries, any polychlorinated biphenyls (PCBs) used in the Company’s operations in hydraulic oils, electrical transformers or other equipment, except as would not reasonably be expected to have, or requiring compliance have, individually or in the aggregate, a Company Material Adverse Effect, provided that this representation and warranty shall not apply to polychlorinated biphenyls (PCBs) used in the Company’s transformers, which polychlorinated biphenyls (PCBs) are being dealt with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To by the knowledge, information Company in accordance and belief of the Seller, Seller is in full compliance with all applicable Environmental Laws Laws. (c) To the knowledge of the Company, any asbestos-containing material or presumed asbestos-containing material which is on or part of any property presently owned, leased or operated by the Company or any of its Material Subsidiaries, as defined below) relating currently configured and operated, is in an acceptable state of repair according to the ownership of the Property current standards and Seller’s operations onpractices governing such material, atand its presence or condition does not violate any currently applicable Law, other than such violations that would not reasonably be expected to have, or relating to the Property. Without limitation of any of the foregoinghave, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller has not received any notice, whether written individually or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any wayaggregate, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:a Company Material Adverse Effect.

Environmental. No notice has (a) Except as described in Schedule 4.20, the CTI each Subsidiary have been served on Seller and are in compliance in all material respects with all Environmental Laws; (b) CTI and each Subsidiary have obtained all licenses, permits, approvals, consents, certificates, registrations and other authorizations under Environmental Laws (the "Environmental Permits") required for the operation of their respective businesses, all of which are described in Schedule 4.20. Each Environmental Permit is valid, subsisting and in good standing and none of CTI or the Principals from any entity, governmental body Subsidiary is in default or individual claiming breach in any violation material respect of any lawEnvironmental Permit and no proceeding is pending, regulationor, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief best knowledge of the SellerPrincipals, Seller is threatened, to revoke or limit any Environmental Permit; (c) None of CTI or any Subsidiary has used or permitted to be used, except in full compliance with all applicable Environmental Laws (as defined below) relating to the ownership of the Property and Seller’s operations on, at, or relating to the Property. Without limitation of any of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller has not received any notice, whether written or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising fromof its property or facilities or any property (including the Leased Property) or facility that it previously owned or leased, based onto generate, manufacture, process, distribute, use, treat, store, dispose of, transport or relating to handle any environmental condition at Hazardous Substance; (d) None of CTI or involving the Propertyany Subsidiary has ever received any notice of, or the compliance or nor been prosecuted for an offence alleging, noncompliance with any Environmental Laws, and none of the Principals, CTM, CTI or any Subsidiary has settled any allegation on noncompliance short of prosecution. There are no underground orders or above ground tanks directions relating to environmental matters requiring any work, repairs, construction or storage vessels presently capital expenditures with respect to the respective businesses or formerly used for properties (including the storage Leased Properties) of CTI or any Subsidiary, nor has CTI or any Subsidiary received notice of any of the same; (e) Except as disclosed in Schedule 4.20, there are no published pending or proposed published changes to Environmental Laws that would render illegal or materially restrict the sale of any service provided by CTI or any Subsidiary; (f) None of CTI or any Subsidiary has caused or permitted, nor do any of the foregoing have any knowledge of, the release, in any manner whatsoever, of any Hazardous Material present at Substance on or from any of its properties (including any Leased Property) or assets or any property or facility that it previously owned or leased, or any such release on or from a facility owned or operated by third parties but with respect to which CTI or any Subsidiary is or may reasonably be alleged to have liability. All Hazardous Substances and all other wastes and other materials and substances used in whole or in part by CTI or any Subsidiary or resulting from their respective businesses have been disposed of, treated and stored in compliance with all Environmental Laws. Schedule 4.20 identifies all of the Propertylocations where Hazardous Substances used in whole or in part by CTI or any Subsidiary have been or are being stored or disposed of; (g) None of CTI or any Subsidiary has received any notice that any of them is potentially responsible for a federal, provincial, municipal or local cleanup site or corrective action under any Environmental Laws. True None of CTI or any Subsidiary has received any request for information in connection with any federal, provincial, municipal or local inquiries as to disposal sites; (h) The Principals or CTM have delivered to the Buyer true and correct complete copies of all written environmental reportsaudits, including but not limited toevaluations, Phase I environmental site assessments, Phase II studies or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or tests relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same CTI or any Subsidiary of which they are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:aware.

Environmental. No notice (a) The Company is, and at all times has been served on Seller or the Principals from any entitybeen, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller is in full compliance with, and has not been and is not in violation of or liable under, any Environmental Law or Occupational Safety and Health Law, and the Company has all permits required under any Environmental Law or Occupational Safety and Health Law. The Business and the Assets as carried on or used by the Company have been carried on and used and are currently carried on and used in compliance in all material respects with all applicable Environmental Laws Law. (as defined belowb) relating There are no pending or, to the ownership Knowledge of the Property and Seller’s operations onSellers, atthreatened claims, investigations, enforcement actions, Liens, or relating other restrictions of any nature resulting from any actual or alleged Environmental Damages or arising under or pursuant to any Environmental Law or Occupational Safety and Health Law with respect to or affecting the Property. Without limitation of Leased Property or any of the foregoingAssets, Seller the Company has obtained all permits, authorizationsnot been subject to any such matters, and licenses there are no circumstances that could reasonably be expected to give rise to any such matters. (c) There are no Hazardous Materials present on or in the Environment at the Leased Property or at any geologically or hydrologically adjoining property, including any Hazardous Materials contained in barrels, aboveground or underground storage tanks, landfills, land deposits, dumps, equipment (whether movable or fixed), or other containers, either temporary or permanent, and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledgedeposited or located in land, information and belief water, sumps, or any other part of the SellerLeased Property or such adjoining property, the Property is not contaminated by or incorporated into any Hazardous Material structure therein or thereon. (as defined belowd) in violation There has been no Release or Threat of such Environmental Laws, and Seller has not received any notice, whether written or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release Release of any Hazardous Material in violation of applicable Environmental LawsMaterials at or from the Leased Property or at any other location where any Hazardous Materials were generated, any claim arising frommanufactured, based onrefined, transferred, produced, imported, used, or processed from or by the Company or the Business, or from any other property or asset (whether real, personal, or mixed) in which the Company has or had an interest, or any geologically or hydrologically adjoining property, whether by the Company or any other Person. (e) Sellers have made available to Purchaser (or will make available to Purchaser a reasonable time prior to Closing) all environmental studies, reports, and other documents in their possession, custody, or control relating to any environmental condition at or involving of the Leased Property, the Assets, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:Business.

Environmental. No notice Except as set forth in Schedule ‎4.15: (a) To Seller’s knowledge, the Assets are in compliance with Environmental Laws in all material respects (other than any non-compliance that has been served on Seller previously cured or the Principals from any entity, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring compliance otherwise resolved in accordance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. applicable Environmental Laws); (b) To the Seller’s knowledge, information during the past twelve (12) months, there has been no release of Hazardous Substances on or from the Assets for which there are material investigative or remediation obligations under Environmental Laws and belief of the Seller, for which remedial or corrective action has not been taken pursuant to Environmental Laws or that has not been previously cured or otherwise resolved in accordance with applicable Environmental Laws; (c) Seller has obtained and is maintaining in full compliance with force and effect (and, to the extent applicable, has timely filed applications to renew) all material permits, certificates, licenses, approvals, and authorizations under applicable Environmental Laws required or necessary for its ownership or operation of the Assets as currently owned and operated by Seller or any of its Affiliates (the “Environmental Permits”) and no written notice of violation of the terms of such permits, certificate, licenses, approvals, and authorizations has been received by Seller or any of its Affiliates, the resolution of which is outstanding as defined belowof the Execution Date; (d) relating Neither Seller nor any of its Affiliates has entered into, and the Assets are not subject to, any agreements, consents, orders, decrees or judgments of any Governmental Authority, that are in existence as of the Execution Date, that are based on any Environmental Laws and that relate to the current or future use, ownership of the Property and Seller’s operations on, at, or relating to the Property. Without limitation operation of any of the foregoingAssets; (e) Neither Seller nor any of its Affiliates has received written notice from any Person of (i) any material violation of, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in alleged material violation of such or material non-compliance with any Environmental Laws, and Seller has not received any notice, whether written or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining Laws relating to the presence of Assets or the (ii) any release or threatened release disposal of any Hazardous Material Substance concerning any land, facility, asset or property included in violation the Assets, in each case, that has not been previously cured or otherwise resolved to the satisfaction of applicable Environmental Lawsthe relevant Governmental Authority and for which Seller has no further material obligations outstanding; (f) Copies of all final written reports of environmental site assessments and/or compliance audits by a Third Party on behalf of Seller or any of its Affiliates or that are otherwise in Seller’s or any of its Affiliates’ possession or control, any claim arising fromin each case, based onthat have been prepared in the three (3) years prior to the Execution Date have been, in each case, provided or relating made available to any Purchaser prior to the Execution Date; and (g) This Section 4.15 constitutes Seller’s sole representation and/or warranty regarding the environmental condition at or involving of the Property, Assets (or the Assets’ compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property Law) or Seller’s operations on, atcompliance with, or relating violation of, Environmental Laws regarding the Assets; provided, however, that, with respect to any Assets that are operated by any Person other than Seller or any its Affiliates, the representations and warranties set forth in this Section 4.15 (other than Section 4.15(e) and Section 4.15(f)) are limited to the Property have been made available to Buyer for copying and/or inspection knowledge of Seller solely to the extent that the same are in the possession of the Seller. If Seller is found related or applicable to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:Third Party operated Assets.

Environmental. No notice has been served on Seller Except as set forth in Schedule 3.10 ------------- or in the Principals from any entityCompany Reports filed and publicly available prior to the date of this Agreement or except as, governmental body individually or individual claiming any violation in the aggregate, does not have and could not reasonably be expected to have a Material Adverse Effect: (a) The Company and each of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller is its subsidiaries are in full compliance with all applicable Environmental Laws (as defined below) relating to in Section 3.10(f)(ii)), and neither the ownership Company nor any of the Property and Seller’s operations on, at, or relating to the Property. Without limitation of its subsidiaries has received any written communication from any Governmental Authority that alleges that any of the foregoing, Seller has obtained all permits, authorizations, Company and licenses and caused all notifications to be made as required by all its subsidiaries is not in compliance with applicable Environmental Laws. . (b) The Company and each of its subsidiaries has obtained or has applied for all environmental, health and safety Approvals (collectively, the "ENVIRONMENTAL PERMITS") necessary for the construction of its facilities or the conduct of its operations, and all such Environmental Permits are in good standing or, where applicable, a renewal application has been timely filed and is pending approval by any Governmental Authority, and the Company and its subsidiaries are in compliance with all terms and conditions of the Environmental Permits. (c) There is no Environmental Claim (as defined in Section 3.10(f)(i)) (i) pending or, to the knowledge of the Company, threatened against the Company or any of its subsidiaries or (ii) to the knowledge of the Company, pending or threatened against any real or personal property or operations that the Company or any of its subsidiaries owns, leases or uses, in whole or in part. (d) To the knowledge, information and belief knowledge of the SellerCompany, the Property is not contaminated by there has been no Release (as defined in Section 3.10(f)(iv)) of any Hazardous Material (as defined belowin Section 3.10(f)(iii)) in violation that has formed or could reasonably be expected to form the basis of such any Environmental Laws, and Seller has not received Claim against the Company or any notice, whether written of its subsidiaries or oral, from against any person that Seller (including any predecessor of the Company or any of its subsidiaries) whose liability for such claim the Property is Company or any of its subsidiaries has or may have retained or assumed, either by operation of Law or by Contract. (e) To the subject knowledge of the Company, the Company has disclosed to Newco all facts which the Company reasonably believes form the basis of (i) any investigation Environmental Claim against the Company or proceeding pertaining any of its subsidiaries or (ii) any obligation of the Company or any of its subsidiaries currently required, or known to be required in the presence of future, to incur costs for pollution control equipment or the release environmental remediation under, or threatened release of any Hazardous Material in violation of otherwise to comply with, applicable Environmental Laws, any claim arising from, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly . (f) As used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:

Environmental. No notice To the Company's knowledge: (a) There is not located on, in, about, or under the Mortgaged Property any Hazardous Substances except for Hazardous Substances of the type ordinarily used, stored, or manufactured in connection with the ownership or operation of the Mortgaged Property as it is presently operated and such existing Hazardous Substances have been used, stored and manufactured in compliance with all Environmental Laws or Regulations. (b) The Mortgaged Property is not presently used, and has not in the past been served on Seller used as a landfill, dump, disposal facility, gasoline station or for the Principals storage, generation, production, manufacture, processing, treatment, disposal, handling, transportation, or deposit of any Hazardous Substances. (c) There has not in the past been, and no present threat now exists of, a spill, discharge, emission or release of a Hazardous Substance in, upon, under, over or from the Mortgaged Property or from any entityother property which would have an impact on the Mortgaged Property. (d) There are no past or present investigations, governmental body administrative proceedings, litigation, regulatory hearings or individual claiming any other action completed, proposed, threatened or pending, alleging noncompliance with or violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller is in full compliance with all applicable Environmental Laws (as defined below) relating to or Regulations respecting the ownership of the Property and Seller’s operations on, at, or relating to the Mortgaged Property. Without limitation of any of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller has not received any notice, whether written or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating to any required environmental condition at permits covering the Mortgaged Property. (e) The Company has disclosed to the Trustee all reports and investigations commissioned by the Company and relating to Hazardous Substances and the Land and the Improvements. (f) There are not now, nor have there ever been, any above ground or involving underground storage tanks located in or under the Mortgaged Property, or the compliance or noncompliance with any Environmental Laws. There are no underground wells on or above ground tanks or storage vessels presently or formerly used for under the storage of any Hazardous Material present at the Mortgaged Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:.

Environmental. Except as disclosed in the Questionnaire: (1) Neither the Premises nor any of the Borrower Parties are in violation of, or subject to, any pending or, to Borrower's actual knowledge, threatened investigation or inquiry by any Governmental Authority or to any remedial obligations under any Environmental Laws, and this representation and warranty would continue to be true and correct following disclosure to the applicable Governmental Authorities of all relevant facts, conditions and circumstances, if any, pertaining to the Premises; (2) All permits, licenses or similar authorizations required to construct, occupy, operate or use any buildings, improvements, fixtures and equipment forming a part of the Premises by reason of any Environmental Laws have been obtained; (3) No Hazardous Materials have been used, handled, manufactured, generated, produced, stored, treated, processed, transferred, disposed of or otherwise Released in, on, under, from or about the Premises, except in Permitted Amounts; (4) The Premises does not contain Hazardous Materials, except in Permitted Amounts; (5) There is no threat of any Release migrating to the Premises in excess of Permitted Amounts; (6) There is no past or present non-compliance with Environmental Laws, or with permits issued pursuant thereto, in connection with the Premises; (7) None of the Borrower Parties has received any written or oral notice has been served on Seller or the Principals other communication from any entity, governmental body person or individual claiming any violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury entity (including but not limited to natural resources. To the knowledge, information and belief of the Seller, Seller is in full compliance with all applicable Environmental Laws (as defined belowa Governmental Authority) relating to Hazardous Materials or Remediation thereof in excess of Permitted Amounts, of possible liability of any person or entity pursuant to any Environmental Law, other environmental conditions in connection with the ownership Premises, or any actual or potential administrative or judicial proceedings in connection with any of the Property and Seller’s operations on, at, foregoing; (8) All information known to any of the Borrower Parties or relating to contained in the Property. Without limitation files of any of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller has not received any notice, whether written or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or Borrower Parties relating to any environmental condition at Environmental Condition or involving Releases of Hazardous Materials in, on, under or from the PropertyPremises, other than in Permitted Amounts, has been provided to Lender, including, without limitation, information relating to all prior Remediation; (9) The Premises has been kept free and clear of all liens and other encumbrances imposed pursuant to any Environmental Law (the "Environmental Liens"); and none of the Borrower Parties has allowed any tenant or other user of the Premises to do any act that materially increased the dangers to human health or the environment, posed an unreasonable risk of harm to any person or entity (whether on or off the Premises), impaired the value of the Premises in any material respect, is contrary to any requirement of any insurer, constituted a public or private nuisance, constituted waste, or the compliance violated any covenant, condition, agreement or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related easement applicable to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are Premises; and (10) The information and disclosures in the possession of the Seller. If Seller is found to not be Questionnaire are true, correct and complete in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 belowall material respects, and if the same are not timely cured, Buyer shall have person or persons executing the right Questionnaire were duly authorized to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:do so.